0000950129-09-001423.txt : 20120529 0000950129-09-001423.hdr.sgml : 20120528 20090430162656 ACCESSION NUMBER: 0000950129-09-001423 CONFORMED SUBMISSION TYPE: 485APOS PUBLIC DOCUMENT COUNT: 30 FILED AS OF DATE: 20090430 DATE AS OF CHANGE: 20111209 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AIM EQUITY FUNDS CENTRAL INDEX KEY: 0000105377 IRS NUMBER: 132576643 STATE OF INCORPORATION: MD FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 485APOS SEC ACT: 1933 Act SEC FILE NUMBER: 002-25469 FILM NUMBER: 09784201 BUSINESS ADDRESS: STREET 1: 11 GREENWAY PLZ STREET 2: STE 100 CITY: HOUSTON STATE: TX ZIP: 77046 BUSINESS PHONE: 7136261919 MAIL ADDRESS: STREET 1: 11 GREENWAY PLAZA STREET 2: SUITE 2500 CITY: HOUSTON STATE: TX ZIP: 77046 FORMER COMPANY: FORMER CONFORMED NAME: AIM EQUITY FUNDS DATE OF NAME CHANGE: 20000713 FORMER COMPANY: FORMER CONFORMED NAME: AIM EQUITY FUNDS INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: WEINGARTEN EQUITY FUND INC DATE OF NAME CHANGE: 19880929 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AIM EQUITY FUNDS CENTRAL INDEX KEY: 0000105377 IRS NUMBER: 132576643 STATE OF INCORPORATION: MD FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 485APOS SEC ACT: 1940 Act SEC FILE NUMBER: 811-01424 FILM NUMBER: 09784202 BUSINESS ADDRESS: STREET 1: 11 GREENWAY PLZ STREET 2: STE 100 CITY: HOUSTON STATE: TX ZIP: 77046 BUSINESS PHONE: 7136261919 MAIL ADDRESS: STREET 1: 11 GREENWAY PLAZA STREET 2: SUITE 2500 CITY: HOUSTON STATE: TX ZIP: 77046 FORMER COMPANY: FORMER CONFORMED NAME: AIM EQUITY FUNDS DATE OF NAME CHANGE: 20000713 FORMER COMPANY: FORMER CONFORMED NAME: AIM EQUITY FUNDS INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: WEINGARTEN EQUITY FUND INC DATE OF NAME CHANGE: 19880929 0000105377 S000025554 AIM DISCIPLINED EQUITY FUND C000076530 CLASS Y 485APOS 1 h66495ae485apos.txt POST-EFFECTIVE AMENDMENT TO 485(A) As filed with the Securities and Exchange Commission on April 30, 2009 1933 Act Registration No. 002-25469 1940 Act Registration No. 811-01424 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM N-1A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X] Pre-Effective Amendment No. ___ [ ] Post-Effective Amendment No. 94 [X] and/or REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 Amendment No. 94 [X] (Check appropriate box or boxes.) AIM EQUITY FUNDS (Exact Name of Registrant as Specified in Charter) 11 Greenway Plaza, Suite 100, Houston, TX 77046 (Address of Principal Executive Offices) (Zip Code) Registrant's Telephone Number, including Area Code (713) 626-1919 John M. Zerr, Esquire 11 Greenway Plaza, Suite 100, Houston, TX 77046 (Name and Address of Agent for Service) Copy to: Melanie Ringold, Esquire E. Carolan Berkley, Esquire Invesco Aim Advisors, Inc. Stradley Ronon Stevens & Young, LLP 11 Greenway Plaza, Suite 100 2600 One Commerce Square Houston, Texas 77046-1173 Philadelphia, Pennsylvania 19103 Approximate Date of Proposed Public Offering: As soon as practicable after this post-effective amendment becomes effective. It is proposed that this filing will become effective (check appropriate box) [ ] immediately upon filing pursuant to paragraph (b) [ ] on (date)pursuant to paragraph (b) [ ] 60 days after filing pursuant to paragraph (a)(1) [ ] on (date) pursuant to paragraph (a)(1) [ ] 75 days after filing pursuant to paragraph (a)(2) X on July 14, 2009 pursuant to paragraph (a)(2) of rule 485. If appropriate, check the following box: [ ] this post-effective amendment designates a new effective date for a previously filed post-effective amendment. The information in this Prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This Prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. Subject to Completion - April 30, 2009 AIM Disciplined Equity Fund PROSPECTUS July 14, 2009 AIM Disciplined Equity Fund's investment objective is long-term capital appreciation and current income. This prospectus contains important information about the Class Y shares of the fund. Please read it before investing and keep it for future reference. As with all other mutual fund securities, the Securities and Exchange Commission has not approved or disapproved these securities or determined whether the information in this prospectus is adequate or accurate. Anyone who tells you otherwise is committing a crime. An investment in the fund: - is not FDIC insured; - may lose value; and - is not guaranteed by a bank. Table of Contents RISK/RETURN SUMMARY 1 PERFORMANCE INFORMATION 1 FEE TABLE AND EXPENSE EXAMPLE 1 Fee Table 1 Expense Example 2 HYPOTHETICAL INVESTMENT AND EXPENSE INFORMATION 2 INVESTMENT OBJECTIVE, STRATEGIES AND RISKS 3 Objective and Strategies 3 Risks 4 DISCLOSURE OF PORTFOLIO HOLDINGS 5 FUND MANAGEMENT 5 The Advisors 5 Advisor Compensation 6 Portfolio Managers 6 OTHER INFORMATION 7 Dividends and Distributions 7 FINANCIAL HIGHLIGHTS 7 GENERAL INFORMATION A-1 Choosing a Share Class A-1 Share Class Eligibility A-2 Distribution and Service (12b-1) Fees A-2 Initial Sales Charges (Class A Only) A-3 Contingent Deferred Sales Charges (CDSCs) A-4 Redemption Fees A-6 Purchasing Shares A-6 Redeeming Shares A-8 Exchanging Shares A-9 Rights Reserved by the Funds A-11 Pricing of Shares A-11 Taxes A-13 Payments to Financial Advisors A-13 Excessive Short-Term Trading Activity (Market Timing) Disclosures A-14 OBTAINING ADDITIONAL INFORMATION Back Cover
The AIM Family of Funds, AIM and Design, AIM, AIM Funds, AIM Funds and Design, AIM Investments, AIM Investor, AIM Lifetime America, AIM LINK, AIM Institutional Funds, aimfunds.com, La Familia AIM de Fondos, La Familia AIM de Fondos and Design, Invierta con DISCIPLINA, Invest with DISCIPLINE, The AIM College Savings Plan, AIM Solo 401(k), AIM Investments and Design and Your goals. Our solutions. are registered service marks and AIM Bank Connection, AIM Internet Connect, AIM Private Asset Management, AIM Private Asset Management and Design, AIM Stylized and/or Design, AIM Alternative Assets and Design and myaim.com are service marks of Invesco Aim Management Group, Inc. AIM Trimark is a registered service mark of Invesco Aim Management Group, Inc. and Invesco Trimark Ltd. No dealer, salesperson or any other person has been authorized to give any information or to make any representations other than those contained in this prospectus, and you should not rely on such other information or representations. Risk/Return Summary The fund's investment objective is long-term capital appreciation and current income. The fund seeks to meet these objectives by investing at least 80% of its assets in a diversified portfolio of common stocks of publicly traded U.S. companies. The fund may also invest in convertible securities of any publicly-traded company, the equity securities of foreign companies and American Depositary Receipts. The fund may also invest in debt securities. The fund's investments in the types of securities described in this prospectus vary from time to time and, at any time, the fund may not be invested in all types of securities described in this prospectus. Any percentage limitations with respect to assets of the fund are applied at the time of purchase. Among the principal risks of investing in the fund, which could adversely affect its net asset value, yield and total return are: Market Risk Value Investing Risk Equity Securities Risk Foreign Securities Risk Market Capitalization Risk Convertible Securities Risk Interest Rate Risk Credit Risk Management Risk Please see "Investment Objective, Strategies and Risks" for a description of these risks. There is a risk that you could lose all or a portion of your investment in the fund and that the income you may receive from your investment may vary. The value of your investment in the fund will rise and fall with the prices of the securities in which the fund invests. An investment in a fund is not a deposit in a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Performance Information No performance information is available for the fund because it has not yet commenced operations. In the future, the fund will disclose performance information in a bar chart and performance table. Such disclosure will give some indication of the risks of an investment in the fund by comparing the fund's performance with a broad measure of market performance and by showing changes in the fund's performance from year to year. Fee Table and Expense Example FEE TABLE This table describes the fees and expenses that you may pay if you buy and hold shares of the fund.
SHAREHOLDER FEES -------------------------------------------------------- (FEES PAID DIRECTLY FROM YOUR INVESTMENT) CLASS Y ---------------------------------------------- ------- Maximum Sales Charge (Load) [ ] Imposed on Purchases (as a percentage of offering price) Maximum Deferred Sales Charge (Load) [ ] (as a percentage of original purchase price or redemption proceeds, whichever is less)
1
ANNUAL FUND OPERATING EXPENSES(2) (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS) CLASS Y --------------------------------------------- ------- Management Fees [ ] Distribution and/or Service (12b-1) Fees [ ] Other Expenses [ ] Acquired Fund Fees and Expenses [ ] Total Annual Fund Operating Expenses [ ]
[(1) A contingent deferred sales charge may apply in some cases. See "General Information--Contingent Deferred Sales Charges (CDSCs)." (2) There is no guarantee that actual expenses will be the same as those shown in the table.] If a financial institution is managing your account, you may also be charged a transaction or other fee by such financial institution. As a result of 12b-1 fees, long-term shareholders in the fund may pay more than the maximum permitted initial sales charge. EXPENSE EXAMPLE This example is intended to help you compare the costs of investing in different classes of the fund with the cost of investing in other mutual funds. The example assumes that you: (i) invest $10,000 in the fund for the time periods indicated; (ii) redeem all of your shares at the end of the periods indicated; (iii) earn a 5% return on your investment before operating expenses each year; (iv) incur the same amount in operating expenses each year (after giving effect to any applicable contractual fee waivers and/or expense reimbursements); and (v) incur applicable initial sales charges (see "General Information--Choosing a Share Class" section of this prospectus for applicability of initial sales charge). To the extent fees are waived and/or expenses are reimbursed voluntarily, your expenses will be lower. Although your actual returns and costs may be higher or lower, based on these assumptions your cost would be:
1 YEAR 3 YEARS ------ ------- Class Y [ ] [ ]
You would pay the following expenses if you did not redeem your shares:
1 YEAR 3 YEARS ------ ------- Class Y [ ] [ ]
Hypothetical Investment and Expense Information In connection with the final settlement reached between Invesco Aim Advisors, Inc. and certain of its affiliates with certain regulators, including the New York Attorney General's Office, the SEC and the Colorado Attorney General's Office (the settlement) arising out of certain market timing and unfair pricing allegations made against Invesco Aim Advisors, Inc. and certain of its affiliates, Invesco Aim Advisors, Inc. and certain of its affiliates agreed, among other things, to disclose certain hypothetical information regarding investment and expense information to fund shareholders. The chart below is intended to reflect the annual and cumulative impact of the fund's expenses, including investment advisory fees and other fund costs, on the fund's return over a 10-year period. The example reflects the following: - You invest $10,000 in the fund and hold it for the entire 10-year period; 2 - Your investment has a 5% return before expenses each year; - Hypotheticals both with and without any applicable initial sales charge applied (see "General Information--Choosing a Share Class" section of this prospectus for applicability of initial sales charge); and - There is no sales charge on reinvested dividends. There is no assurance that the annual expense ratio will be the expense ratio for the fund classes for any of the years shown. To the extent that Invesco Aim Advisors, Inc. and certain of its affiliates make any fee waivers and/or expense reimbursements pursuant to a voluntary arrangement, your actual expenses may be less. This is only a hypothetical presentation made to illustrate what expenses and returns would be under the above scenarios; your actual returns and expenses are likely to differ (higher or lower) from those shown below.
CLASS Y YEAR 1 YEAR 2 YEAR 3 YEAR 4 YEAR 5 YEAR 6 YEAR 7 YEAR 8 YEAR 9 YEAR 10 ------- ------ ------ ------ ------ ------ ------ ------ ------ ------ -------- Annual Expense Ratio [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] Cumulative Return Before Expenses [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] Cumulative Return After Expenses [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] End of Year Balance [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] Estimated Annual Expenses [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ]
Investment Objective, Strategies and Risks OBJECTIVE AND STRATEGIES The fund's investment objective is long-term capital appreciation and current income. The investment objective of the fund may be changed by the Board of Trustees without shareholder approval. The fund seeks to meet these objectives by investing, at least 80% of its assets in a diversified portfolio of common stocks of publicly-traded U.S. companies. The Fund may also invest in convertible securities of any publicly traded company. The equity securities of foreign companies and American Depositary Receipts. The fund may also invest in debt securities, including lower quality debt securities. The fund's investments in the types of securities described in this prospectus vary from time to time and, at any time, the fund may not be invested in all types of securities described in this prospectus. Any percentage limitations with respect to assets of the fund are applied at the time of purchase. The fund normally invests in common stocks that generate strong cash flow and are available at attractive valuations. The fund's portfolio managers will be opportunistic with regard to the prices it will pay for new investments and at which it will terminate positions. The fund seeks a yield for its shareholders that exceeds the yield on the securities comprising the S&P 500--Registered Trademark-- Index. The Fund is not restricted to investing in particular sectors or in stocks within a market capitalization range, but will tend toward large-cap companies. The fund's portfolio managers emphasize a bottom-up, fundamental stock selection that focuses on companies that can consistently deliver strong cash flow growth and return on invested capital. The portfolio managers also looks to invest in companies with a proven track record of solid business execution because it believes that such a history is an indication of the value of the underlying franchise or market position. These companies typically have a proprietary product or business approach that allows them to be leaders within their respective industries. In addition, the portfolio managers emphasize diversification in terms of sector exposure as well as the number of securities held, and normally expects low turnover of holdings. The fund typically maintains a portion of its assets in cash, which is generally invested in money market funds advised by the fund's advisor. The fund holds cash to handle its daily cash needs, which include payment of fund expenses, redemption requests and 3 securities transactions. The amount of cash held by the fund may increase if the fund takes a temporary defensive position. The fund may take a temporary defensive position when it receives unusually large redemption requests, or if there are inadequate investment opportunities due to adverse market, economic, political or other conditions. A larger amount of cash could negatively affect the fund's investment results in a period of rising market prices; conversely it could reduce the magnitude of a fund's loss in the event of falling market prices and provide liquidity to make additional investments or to meet redemptions. As a result, the fund may not achieve its investment objectives. RISKS The principal risks of investing in the fund are: Market Risk--The prices of and the income generated by securities held by the fund may decline in response to certain events, including those directly involving the companies whose securities are owned by the fund; general economic and market conditions; regional or global economic instability; and currency and interest rate fluctuations. Value Investing Risk--Value stocks can react differently to issuer, political, market and economic developments than the market as a whole and other types of stocks. In addition, market performance tends to be cyclical and, during various cycles, value stocks may be out-of-favor with many investors and can continue to be undervalued for long periods of time and may not ever realize their full value. 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. Foreign Securities Risk--The dollar value of the fund's foreign investments will be affected by changes in the exchange rates between the dollar and the currencies in which those investments are traded. The value of the fund's foreign investments may be adversely affected by political and social instability in their home countries, by changes in economic or taxation policies in those countries, or by the difficulty in enforcing obligations in those countries. Foreign companies generally may be subject to less stringent regulations than U.S. companies, including financial reporting requirements and auditing and accounting controls. As a result, there generally is less publicly available information about foreign companies than about U.S. companies. Trading in many foreign securities may be less liquid and more volatile than U.S. securities due to the size of the market or other factors. Investments in American Depositary Receipts also present many of the same risks as foreign securities. Market Capitalization Risk--Stocks fall into three broad market capitalization categories - large, medium and small. Investing primarily in one category carries the risk that, due to current market conditions, that category may be out of favor with investors. Small and mid-sized companies tend to be more vulnerable to adverse developments and more volatile than larger companies. Investments in small and mid-sized companies may involve special risks, including those associated with dependence on a small management group, little or no operating history, little or no track record of success, and limited product lines, markets and financial resources. Also, there may be less publicly available information about the issuers of the securities or less market interest in such securities than in the case of large companies, each of which can cause significant price volatility. The securities of small and mid-sized companies may be illiquid, restricted as to resale, or may trade less frequently and in smaller volume than more widely held securities, which may make it difficult for the fund to establish or close out a position in these securities at prevailing market prices. Convertible Securities Risk--The value of convertible securities in which the fund may invest also will be affected by market interest rates, the risk that the issuer may default on interest or principal payments and the value of the underlying common stock into which these securities may be converted. Specifically, since these types of securities pay fixed interest dividends, their value may fall if market interest rates rise and rise if market interest rates fall. Additionally, an issuer may have the right to buy back certain of the convertible securities at a time and a price that is unfavorable to the 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 rate fall. Specific bond differ in their sensitivity to changes in interest rates depending on specific characteristics of each bond. A measure investors usually use to determine this sensitivity is called duration. The longer the duration of a particular bond, the greater is its price sensitivity to interest rate changes. Similarly, a longer duration portfolio of securities has greater price sensitivity. Duration is determined by a number of factors including coupon rate, whether the coupon is fixed or floating, time to maturity, call or put features, and various repayment features. 4 Credit Risk--Credit risk is the risk of loss on an investment due to the deterioration of an issuer's financial health. Such a deterioration of financial health may result in a reduction of the credit rating of the issuer's securities and may lead to the issuer's inability to honor its contractual obligations including making timely payment of interest and principal. Credit ratings are a measure of credit quality. Although a downgrade or upgrade of a bond's credit ratings may or may not affect its price, a decline in credit quality may make bonds less attractive, thereby driving up the yield on the bond and driving down the price. Declines in credit quality may result in bankruptcy for the issuer and permanent loss of investment. Management Risk--There is no guarantee that the investment techniques and risk analyses used by the fund's portfolio managers will produce the desired results. Disclosure of Portfolio Holdings The fund's portfolio holdings are disclosed on a regular basis in its semi-annual and annual reports to shareholders, and on Form N-Q, which is filed with the Securities and Exchange Commission (SEC) within 60 days of the fund's first and third fiscal quarter-ends. In addition, portfolio holdings information for the fund is available at http://www.invescoaim.com. To reach this information, access the fund's overview page on the website. Links to the following fund information are located in the upper right side of this website page:
APPROXIMATE DATE OF INFORMATION REMAINS INFORMATION WEBSITE POSTING POSTED ON WEBSITE --------------------------------- ---------------------------------- -------------------------------------- Top ten holdings as of month-end 15 days after month-end Until posting of the following month's top ten holdings Complete portfolio holdings as of 30 days after calendar quarter-end For one year calendar quarter-end
A description of the fund's policies and procedures with respect to the disclosure of the fund's portfolio holdings is available in the fund's Statement of Additional Information, which is available at http://www.invescoaim.com. Fund Management THE ADVISORS Invesco Aim Advisors, Inc. (the advisor or Invesco Aim) serves as the fund's investment advisor and manages the investment operations of the fund and has agreed to perform or arrange for the performance of the fund's day-to-day management. The advisor is located at 11 Greenway Plaza, Suite 100, Houston, Texas 77046-1173. The advisor has acted as an investment advisor since its organization in 1976. Today, the advisor, together with its subsidiaries, advises or manages over 225 investment portfolios, including the fund, encompassing a broad range of investment objectives. The following affiliates of the advisor (collectively, the affiliated sub-advisors) serve as sub-advisors to the fund and may be appointed by the advisor from time to time to provide discretionary investment management services, investment advice, and/or order execution services to the fund: Invesco Asset Management Deutschland GmbH (Invesco Deutschland), located at Bleichstrasse 60-62, Frankfurt, Germany 60313, which has acted as an investment advisor since 1998. Invesco Asset Management Limited (Invesco Asset Management), located at 30 Finsbury Square, London, EC2A 1AG, United Kingdom, which has acted as an investment advisor since 2001. Invesco Asset Management (Japan) Limited (Invesco Japan), located at 25th Floor, Shiroyama Trust Tower, 3-1, Toranomon 4-chome, Minato-ku, Tokyo 105-6025, Japan, which has acted as an investment advisor since 1996. Invesco Australia Limited (Invesco Australia), located at 333 Collins Street, Level 26, Melbourne Vic 3000, Australia, which has acted as an investment advisor since 1983. 5 Invesco Global Asset Management (N.A.), Inc. (Invesco Global), located at 1555 Peachtree Street, N.E., Atlanta, Georgia 30309, which has acted as an investment advisor since 1997. Invesco Hong Kong Limited (Invesco Hong Kong), located at 32nd Floor, Three Pacific Place, 1 Queen's Road East, Hong Kong, which has acted as an investment advisor since 1994. Invesco Institutional (N.A.), Inc. (Invesco Institutional), located at 1555 Peachtree Street, N.E., Atlanta, Georgia 30309, which has acted as an investment advisor since 1988. Invesco Senior Secured Management, Inc. (Invesco Senior Secured), located at 1166 Avenue of the Americas, New York, New York 10036, which has acted as an investment advisor since 1992. Invesco Trimark Ltd. (Invesco Trimark), located at 5140 Yonge Street, Suite 900, Toronto, Ontario, Canada M2N 6X7, which has acted as an investment advisor since 1981. It is anticipated that, on or about the fourth quarter of 2009, Invesco Aim, Invesco Global and Invesco Institutional will be combined into a single entity, which will be named Invesco Advisers, Inc. The combined entity will serve as the fund's investment adviser. Invesco Advisers, Inc. will provide substantially the same services as are currently provided by the three existing separate entities. Further information about this combination will be posted on http://www.invescoaim.com on or about the closing date of the transaction and will be available in the fund's Statement of Additional Information.. Civil lawsuits, including a regulatory proceeding and purported class action and shareholder derivative suits, have been filed against certain of the AIM funds, INVESCO Funds Group, Inc. (IFG) (the former investment advisor to certain AIM funds), Invesco Aim, Invesco Aim Distributors, Inc. (Invesco Aim Distributors) (the distributor of the AIM funds) 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. Additional civil lawsuits related to the above or other matters may be filed by regulators or private litigants against the AIM funds, IFG, Invesco Aim, Invesco Aim Distributors and/or related entities and individuals in the future. 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 fund's Statement of Additional Information. As a result of the matters discussed above, investors in the AIM funds might react by redeeming their investments. This might require the funds to sell investments to provide for sufficient liquidity and could also have an adverse effect on the investment performance of the funds. ADVISOR COMPENSATION The Advisor is to receive a fee from the fund calculated at an annual rate of ____. Invesco Aim, not the fund, pays sub-advisory fees, if any. When issued, a discussion regarding the basis for the Board's approval of the investment advisory and investment sub-advisory agreements of the fund will be available in the fund's annual report to shareholders. PORTFOLIO MANAGERS The following individuals are jointly and primarily responsible for the day-to-day management of the fund's portfolio: - Doug Rogers, Portfolio Manager, who has been responsible for the fund since its inception on December 1, 2005, and has been associated with the Advisor, and/or one of its affiliates since 1999. - Paul McPheeters, Portfolio Manager, who, except for the first five months of 2006, has been responsible for the fund since its inception on December 1, 2005. Mr. McPheeters has been associated with the Advisor and/or one of its affiliates from 6 1997 thru 2005 and again from 2006 to the present. During the first five months of 2006, Mr. McPheeters served as a portfolio manager with another investment management company managing unregistered portfolios. The Advisor employs a team approach with specific individual members of the team having final authority and ultimate accountability for specific phases of the process. Portfolio managers and analyst are responsible for research in the sectors they cover. All members of the team conduct fundamental research to identify investment candidates and participate in the portfolio construction process. The lead portfolio managers of the team are jointly and primarily responsible for making the day-to-day investment decisions for the fund. More information on the portfolio managers may be found on the advisor's website http://www.invescoaim.com. The website is not part of this prospectus. The fund's Statement of Additional Information provides additional information about the portfolio managers' investments in the fund, a description of their compensation structure, and information regarding other accounts they manage. Other Information DIVIDENDS AND DISTRIBUTIONS The fund expects, based on its investment objectives and strategies, that its income will consist of both ordinary income and capital gains. DIVIDENDS The fund generally declares and pays dividends from net investment income, if any, annually. CAPITAL GAINS DISTRIBUTIONS The fund generally distributes long-term and short-term capital gains (net of any capital loss carryovers), if any, annually, but may declare and pay capital gains distributions more than once per year as permitted by law. Due to the 2008-2009 economic downturn, many funds have experienced capital losses and unrealized depreciation in value of investments, the effect of which may be to reduce or eliminate capital gains distributions for a period of time. Even though the fund may experience a current year loss, it may nonetheless distribute prior year capital gains. Capital gains distributions may vary considerably from year to year as a result of the fund's normal investment activities and cash flows. Financial Highlights No financial highlights are available for the fund because it has not yet commenced operations. 7 THE AIM FUNDS General Information In addition to the fund, Invesco Aim serves as investment advisor to many other mutual funds that are offered to retail investors. The following information is about all the AIM funds that offer retail share classes. CHOOSING A SHARE CLASS Each of the funds offers multiple classes of shares. Each class represents an interest in the same portfolio of investments. Certain classes have higher expenses than other classes which may lower the return on your investment when compared to a less expensive class. In deciding which class of shares to purchase, you should consider the following attributes of the various share classes, among other things: (i) the eligibility requirements that apply to purchases of a particular class, (ii) the initial sales charges and contingent deferred sales charges (CDSCs), if any, applicable to the class, (iii) the 12b-1 fee, if any, paid by the class, and (iv) any services you may receive from a financial intermediary. Please contact your financial advisor to assist you in making your decision. Please refer to the prospectus fee table for more information on the fees and expenses of a particular fund's share classes. In addition to the share classes shown in the chart below, AIM Money Market Fund offers AIM Cash Reserve Shares and AIM Summit Fund offers Class P shares. AIM FUND RETAIL SHARE CLASSES
INVESTOR CLASS A CLASS A3 CLASS B CLASS C CLASS R CLASS Y CLASS ---------------- ---------------- -------------------- --------------- --------------- ----------------- -------------- - Initial - No initial - No initial - No initial - No initial - No initial - No sales charge sales charge sales sales sales sales initial which may be charge charge charge charge sales waived or charge reduced - Contingent - No - Contingent - Contingent - Contingent - No - No deferred contingent deferred deferred deferred contingent contingent sales charge deferred sales sales sales deferred deferred on certain sales charge charge on charge on charge on sales sales redemptions redemptions redemptions certain charge charge within six within one redemptions years year(3) - 12b-1 fee of - 12b-1 fee - 12b-1 fee - 12b-1 fee - 12b-1 fee - No 12b-1 - 12b-1 fee 0.25%(1) of 0.25% of 1.00% of 1.00%(4) of 0.50% fee of 0.25%(1) - Does not - Converts - Does not - Does not - Does not - Does not convert to to Class A convert to convert to convert to convert to Class A shares on Class A Class A Class A Class A shares or about shares shares shares shares the end of the month which is at least eight years after the date on which shares were purchased along with a pro rata portion of reinvested dividends and distributions(2) - Generally - Available - Available - Generally - Generally, - Generally, - Generally more only for a only to more available available closed to appropriate limited investors appropriate only to only to new for number of with a for employee investors investors long-term funds total short-term benefit who investors account investors plans purchase balance through less than - Purchase fee-based $100,000. orders advisory The total limited to accounts account amounts with an value for less than approved this $1,000,000 financial purpose intermediary includes or to any all current, accounts former or eligible retired for Rights trustee, of director, Accumulation. officer or employee (or immediate family member of a current, former or retired trustee, director, officer or employee) of any AIM Fund or of Invesco Ltd. or any of its subsidiaries.
(1) Class A shares of AIM Tax-Free Intermediate Fund and Investor Class shares of AIM Money Market Fund, AIM Tax-Exempt Cash Fund, Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio do not have a 12b-1 fee. (2) Class B shares of AIM Money Market Fund convert to AIM Cash Reserve Shares. (3) CDSC does not apply to redemption of Class C shares of AIM LIBOR Alpha Fund or AIM Short Term Bond Fund unless you received Class C shares of AIM LIBOR Alpha Fund or AIM Short Term Bond Fund through an exchange from Class C shares from another AIM Fund that is still subject to a CDSC. (4) Class C shares of AIM Floating Rate Fund have a 12b-1 fee of 0.75%. IMPORTANT NOTE: Recently, the Internal Revenue Service (IRS) issued regulations significantly impacting the 403(b) market. The new regulations increased administrative duties and information-sharing responsibilities for both 403(b) plan sponsors and account custodians beginning January 1, 2009. In response to the new IRS regulations and beginning on January 1, 2009, Invesco Aim, on behalf of Invesco National Trust Company (INTC), no longer accepts transfers of assets or contributions to existing 403(b) plan accounts for which INTC serves as custodian ("AIM 403(b) Accounts"). Accordingly, effective January 1, 2009, AIM fund shares of any class are unavailable for purchase by AIM 403(b) Accounts (except in the case of payments on outstanding loans). MCF -- 04/09 A-1 We will continue to maintain and service participants' AIM 403(b) Accounts and participants may leave assets invested therein; however, any contributions received after December 31, 2008 will be refused. Purchases of eligible share classes in respect of non-AIM 403(b) plan accounts for which parties unaffiliated with Invesco Aim serve as custodian will continue to be accepted after December 31, 2008. SHARE CLASS ELIGIBILITY CLASS A, A3, B, C AND AIM CASH RESERVE SHARES Class A, A3, B, C and AIM Cash Reserve Shares are available to all retail investors, including individuals, trusts, corporations and other business and charitable organizations and eligible employee benefit plans. The share classes offer different fee structures which are intended to compensate financial intermediaries for services provided in connection with the sale of shares and continued maintenance of the customer relationship. You should consider the services provided by your financial advisor and any other intermediaries who will be involved in the servicing of your account when choosing a share class. Class B shares are not available as an investment for retirement plans maintained pursuant to Section 401 of the Internal Revenue Code (the Code). These plans include 401(k) plans (including AIM Solo 401(k) plans), money purchase pension plans and profit sharing plans. However, plans that have existing accounts invested in Class B shares will continue to be allowed to make additional purchases. CLASS P SHARES In addition to the other share classes discussed herein, the AIM Summit Fund offers Class P shares, which were historically sold only through the AIM Summit Investors Plans I and II (each a Plan and, collectively, the Summit Plans). Class P shares are sold with no initial sales charge and have a 12b-1 fee of 0.10%. However, Class P shares are not sold to members of the general public. Only shareholders who had accounts in the Summit Plans at the close of business on December 8, 2006 may purchase Class P shares and only until the total of their combined investments in the Summit Plans and in Class P shares directly equals the face amount of their former Plan under the 30 year extended investment option. The face amount of a Plan is the combined total of all scheduled monthly investments under the Plan. For a Plan with a scheduled monthly investment of $100.00, the face amount would have been $36,000.00 under the 30 year extended investment option. CLASS R SHARES Class R shares are generally available only to eligible employee benefit plans. These may include, for example, retirement and deferred compensation plans maintained pursuant to Sections 401, 403, and 457 of the Code; nonqualified deferred compensation plans; health savings accounts maintained pursuant to Section 223 of the Code; and voluntary employees' beneficiary arrangements maintained pursuant to Section 501(c)(9) of the Code. Retirement plans maintained pursuant to Section 401 generally include 401(k) plans, profit sharing plans, money purchase pension plans, and defined benefit plans. Class R shares are generally not available for individual retirement accounts (IRAs) such as traditional, Roth, SEP, SAR-SEP and SIMPLE IRAs. CLASS Y SHARES Class Y shares are generally available to investors who purchase through a fee-based advisory account with an approved financial intermediary or to any current, former or retired trustee, director, officer or employee (or immediate family members of a current, former or retired trustee, director, officer or employee) of any AIM Fund or of Invesco Ltd. or any of its subsidiaries. In fee-based advisory programs, a financial intermediary typically charges each investor a fee based on the value of the investor's account in exchange for servicing that account. INVESTOR CLASS SHARES Some of the funds offer Investor Class shares. Investor Class shares are sold with no initial sales charge and have a maximum 12b-1 fee of 0.25%. Investor Class shares are not sold to members of the general public. Only the following persons may purchase Investor Class shares: - Investors who established accounts prior to April 1, 2002, in Investor Class shares who have continuously maintained an account in Investor Class shares (this includes anyone listed in the registration of an account, such as a joint owner, trustee or custodian, and immediate family members of such persons). These investors are referred to as "grandfathered investors." - Customers of certain financial intermediaries which have had relationships with the funds' distributor or any funds that offered Investor Class shares prior to April 1, 2002, who have continuously maintained such relationships. These intermediaries are referred to as "grandfathered intermediaries." - Eligible employee benefit plan, other than Investor Class shares are generally not available for IRAs, unless the IRA depositor is considered a grandfathered investor or the account is opened through a grandfathered intermediary. - Any current, former or retired trustee, director, officer or employee (or immediate family member of a current, former or retired trustee, director, officer or employee) of any AIM Fund or of Invesco Ltd. or any of its subsidiaries. DISTRIBUTION AND SERVICE (12B-1) FEES Except as noted below, each fund has adopted a distribution plan pursuant to SEC Rule 12b-1. A 12b-1 plan allows a fund to pay distribution fees to Invesco Aim Distributors, Inc. (Invesco Aim Distributors) to compensate or reimburse, as applicable, Invesco Aim Distributors for its efforts in connection with the sale and distribution of the fund's shares and for services provided to shareholders, all or a substantial portion of which are paid to the dealer of record. Because the funds pay these fees out of their assets on an ongoing basis, over time these fees will increase the cost of your investment and may cost you more than paying other types of sales charges. A-2 The following funds and share classes do not have 12b-1 plans: - AIM Tax-Free Intermediate Fund, Class A shares. - AIM Money Market Fund, Investor Class shares. - AIM Tax-Exempt Cash Fund, Investor Class shares. - Premier Portfolio, Investor Class shares. - Premier U.S. Government Money Portfolio, Investor Class shares. - Premier Tax-Exempt Portfolio, Investor Class shares. - All funds, Class Y shares INITIAL SALES CHARGES (CLASS A SHARES ONLY) The funds are grouped into four categories for determining initial sales charges. The "Other Information" section of each fund's prospectus will tell you the sales charge category in which the fund is classified. As used below, the term "offering price" with respect to all categories of Class A shares includes the initial sales charge. CATEGORY I INITIAL SALES CHARGES
INVESTOR'S SALES CHARGE ---------------------------- AMOUNT INVESTED AS A % OF AS A % OF IN A SINGLE TRANSACTION OFFERING PRICE INVESTMENT --------------------------------- -------------- ---------- Less than $ 25,000 5.50% 5.82% $ 25,000 but less than $ 50,000 5.25 5.54 $ 50,000 but less than $ 100,000 4.75 4.99 $100,000 but less than $ 250,000 3.75 3.90 $250,000 but less than $ 500,000 3.00 3.09 $500,000 but less than $1,000,000 2.00 2.04
CATEGORY II INITIAL SALES CHARGES
INVESTOR'S SALES CHARGE ---------------------------- AMOUNT INVESTED AS A % OF AS A % OF IN A SINGLE TRANSACTION OFFERING PRICE INVESTMENT --------------------------------- -------------- ---------- Less than $ 50,000 4.75% 4.99% $ 50,000 but less than $ 100,000 4.00 4.17 $100,000 but less than $ 250,000 3.75 3.90 $250,000 but less than $ 500,000 2.50 2.56 $500,000 but less than $1,000,000 2.00 2.04
CATEGORY III INITIAL SALES CHARGES
INVESTOR'S SALES CHARGE ---------------------------- AMOUNT INVESTED AS A % OF AS A % OF IN A SINGLE TRANSACTION OFFERING PRICE INVESTMENT --------------------------------- -------------- ---------- Less than $ 100,000 1.00% 1.01% $100,000 but less than $ 250,000 0.75 0.76 $250,000 but less than $1,000,000 0.50 0.50
CATEGORY IV INITIAL SALES CHARGES
INVESTOR'S SALES CHARGE ---------------------------- AMOUNT INVESTED AS A % OF AS A % OF IN A SINGLE TRANSACTION OFFERING PRICE INVESTMENT --------------------------------- -------------- ---------- Less than $ 100,000 2.50% 2.56% $100,000 but less than $ 250,000 2.00 2.04 $250,000 but less than $ 500,000 1.50 1.52 $500,000 but less than $1,000,000 1.25 1.27
CLASS A SHARES SOLD WITHOUT AN INITIAL SALES CHARGE Certain categories of investors are permitted to purchase and certain intermediaries are permitted to sell Class A shares of the funds without an initial sales charge because their transactions involve little or no expense. The investors who are entitled to purchase Class A shares without paying an initial sales charge include the following: - Any current, former or retired trustee, director, officer or employee (or immediate family member of a current, former or retired trustee, director, officer or employee) of any AIM Fund or of Invesco Ltd. or any of its subsidiaries. This includes any foundation, trust or eligible employee benefit plan maintained by any of the persons listed above. - Any registered representative or employee of any intermediary who has an agreement with Invesco Aim Distributors to sell shares of the funds (this includes any immediate family members of such persons). - Investors who purchase shares through a fee-based advisory account with an approved financial intermediary or any current or retired trustee, director, officer or employee of any AIM Fund or of Invesco Ltd. or any of its subsidiaries. In a fee based advisory program, a financial intermediary typically charges each investor a fee based on the value of the investor's account in exchange for servicing that account. - Any investor who purchases their shares with the proceeds of a rollover, transfer or distribution from a retirement plan or individual retirement account for which Invesco Aim Distributors acts as the prototype sponsor to another eligible retirement plan or individual retirement account for which Invesco Aim Distributors acts as the prototype sponsor, to the extent that such proceeds are attributable to the redemption of shares of a fund held through the plan or account. - Eligible employee benefit plans; provided, however, that they meet at least one of the following requirements: a. the plan has assets of at least $1 million; b. there are at least 100 employees eligible to participate in the plan; or c. all plan transactions are executed through a single omnibus account per fund. - Any investor who maintains an account in Investor Class shares of a fund (this includes anyone listed in the registration of an account, such as a joint owner, trustee or custodian, and immediate family members of such persons). - Qualified Tuition Programs created and maintained in accordance with Section 529 of the Code. A-3 - Insurance company separate accounts. No investor will pay an initial sales charge in the following circumstances: - When buying Class A shares of AIM Tax-Exempt Cash Fund and Class A3 shares of AIM Limited Maturity Treasury Fund or AIM Tax-Free Intermediate Fund. - When reinvesting dividends and distributions. - When exchanging shares of one fund, that were previously assessed a sales charge, for shares of another fund. - As a result of a fund's merger, consolidation, or acquisition of the assets of another fund. Additional information regarding eligibility to purchase shares at reduced or without sales charges is available on the Internet at www.invescoaim.com, then click on the link for My Account, then Service Center, or consult the fund's Statement of Additional Information, which is available on that same website or upon request free of charge. REDUCED SALES CHARGES AND SALES CHARGE EXCEPTIONS You may qualify for reduced sales charges or sales charge exceptions. To qualify for these reductions or exceptions, you or your financial advisor must notify the transfer agent at the time of purchase that your purchase qualifies for such treatment. Certain individuals and employer-sponsored retirement plans may link accounts for the purpose of qualifying for lower initial sales charges. You or your financial consultant must provide other account numbers to be considered for Rights of Accumulation, or mark the Letter of Intent section on the account application, or provide other relevant documentation, so that the transfer agent can verify your eligibility for the reduction or exception. Please consult the fund's Statement of Additional Information for details. Purchases of Class A shares of AIM Tax-Exempt Cash Fund, Class A3 shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund, AIM Cash Reserve Shares of AIM Money Market Fund and Investor Class shares of any fund will not be taken into account in determining whether a purchase qualifies for a reduction in initial sales charges pursuant to Rights of Accumulation or Letters of Intent. RIGHTS OF ACCUMULATION You may combine your new purchases of Class A shares of a fund with other fund shares currently owned (Class A, B, C, P, R or Y) and investments in the AIM College Savings Plan(R) for the purpose of qualifying for the lower initial sales charge rates that apply to larger purchases. The applicable initial sales charge for the new purchase is based on the total of your current purchase and the public offering price of all other shares you own. The transfer agent may automatically link certain accounts registered in the same name with the same taxpayer identification number for the purpose of qualifying you for lower initial sales charge rates. There may be other accounts that are eligible to be linked, as described in the fund's Statement of Additional Information. However, if the accounts are not registered in the same name with the same taxpayer identification number, you will have to contact the transfer agent to request that those accounts be linked. The transfer agent will not be responsible for identifying all accounts that may be eligible to be linked. LETTERS OF INTENT Under a Letter of Intent (LOI), you commit to purchase a specified dollar amount of Class A shares of one or more funds during a 13-month period. The amount you agree to purchase determines the initial sales charge you pay. If the full amount committed to in the LOI is not invested by the end of the 13-month period, your account will be assessed the higher initial sales charge that would normally be applicable to the amount actually invested. REINSTATEMENT FOLLOWING REDEMPTION If you redeem shares of a fund, you may reinvest all or a portion of the proceeds from the redemption in the same share class of any fund in the same Category within 180 days of the redemption without paying an initial sales charge. Class B, P and Y redemptions may be reinvested only into Class A shares with no initial sales charge. This reinstatement privilege does not apply to a purchase made through a regularly scheduled automatic investment plan, such as a purchase by a regularly scheduled payroll deduction or transfer from a bank account. In order to take advantage of this reinstatement privilege, you must inform your financial advisor or the transfer agent that you wish to do so at the time of your investment. CONTINGENT DEFERRED SALES CHARGES (CDSCS) CDSCS ON CLASS A SHARES AND AIM CASH RESERVE SHARES OF AIM MONEY MARKET FUND You can purchase $1,000,000 or more (a Large Purchase) of Class A shares of Category I, II and IV funds without paying an initial sales charge. However, if you redeem these shares prior to 18 months after the date of purchase, they will be subject to a CDSC of 1%. If you currently own Class A shares of a Category I, II or IV fund, and make additional purchases without paying an initial sales charge that result in account balances of $1,000,000 or more, the additional shares purchased will be subject to an 18-month, 1% CDSC. If Invesco Aim Distributors pays a concession to the dealer of record in connection with a Large Purchase of Class A shares by an employee benefit plan, the Class A shares may be subject to a 1% CDSC if all of the plan's shares are redeemed within one year from the date of the plan's initial purchase. If you acquire AIM Cash Reserve Shares of AIM Money Market Fund, Class A shares of AIM Tax-Exempt Cash Fund, Class A3 shares of AIM Limited Maturity Treasury Fund or AIM Tax-Free Intermediate Fund through an exchange involving Class A shares that were subject to a CDSC, the shares acquired as a result of the exchange will continue to be subject to that same CDSC. A-4 CDSCS ON CLASS B SHARES AND ON CLASS C SHARES OF FUNDS OTHER THAN AIM LIBOR ALPHA FUND AND AIM SHORT TERM BOND FUND Class B and Class C shares are sold without an initial sales charge. However, they are subject to a CDSC. If you redeem your shares during the CDSC period, you will be assessed a CDSC as follows, unless you qualify for one of the CDSC exceptions outlined below:
YEAR SINCE PURCHASE MADE: CLASS B CLASS C ------------------------- ------- ------- First 5% 1% Second 4 None Third 3 None Fourth 3 None Fifth 2 None Sixth 1 None Seventh and following None None
CDSCS ON CLASS C SHARES -- EMPLOYEE BENEFIT PLAN Invesco Aim Distributors pays a concession to the dealer of record in connection with a purchase of Class C shares by an employee benefit plan; the Class C shares are subject to a 1.00% CDSC at the time of redemption if all of the plan's shares are redeemed within one year from the date of the plan's initial purchase. CDSCS ON CLASS C SHARES OF AIM LIBOR ALPHA FUND AND AIM SHORT TERM BOND FUND Class C shares of AIM LIBOR Alpha Fund and AIM Short Term Bond Fund are not normally subject to a CDSC. However, if you acquired shares of those funds through an exchange, and the shares originally purchased were subject to a CDSC, the shares acquired as a result of the exchange will continue to be subject to that same CDSC. Conversely, if you acquire Class C shares of any other fund as a result of an exchange involving Class C shares of AIM LIBOR Alpha Fund or AIM Short Term Bond Fund that were not subject to a CDSC, then the shares acquired as a result of the exchange will not be subject to a CDSC. CDSCS ON CLASS R SHARES Class R shares are not normally subject to a CDSC. However, if Invesco Aim Distributors pays a concession to the dealer of record in connection with a purchase of Class R shares by an employee benefit plan, the Class R shares are subject to a 0.75% CDSC at the time of redemption if all of the plan's shares are redeemed within one year from the date of the plan's initial purchase. COMPUTING A CDSC The CDSC on redemptions of shares is computed based on the lower of their original purchase price or current net asset value, net of reinvested dividends and capital gains distributions. In determining whether to charge a CDSC, shares are accounted for on a first-in, first-out basis, which means that you will redeem shares on which there is no CDSC first and, then, shares in the order of their purchase. CDSC EXCEPTIONS Investors who own shares that are otherwise subject to a CDSC will not pay a CDSC in the following circumstances: - If you participate in the Systematic Redemption Plan and withdraw up to 12% of the value of your shares that are subject to a CDSC in any twelve-month period. - If you redeem shares to pay account fees. - If you are the executor, administrator or beneficiary of an estate or are otherwise entitled to assets remaining in an account following the death or post-purchase disability of a shareholder or beneficial owner and you choose to redeem those shares. There are other circumstances under which you may be able to redeem shares without paying CDSCs. Additional information regarding CDSC exceptions is available on the Internet at www.invescoaim.com, then click on the link for My Account, then Service Center, or consult the fund's Statement of Additional Information, which is available on that same website or upon request free of charge. Shares acquired through the reinvestment of dividends and distributions are not subject to CDSCs. The following share classes are sold with no CDSC: - Class A shares of any Category III Fund. - Class A shares of AIM Tax-Exempt Cash Fund. - Class A3 shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund. - AIM Cash Reserve Shares of AIM Money Market Fund. - Investor Class shares of any fund. - Class P shares of AIM Summit Fund. - Class Y shares of any fund. CDSCS UPON CONVERTING TO CLASS Y SHARES If shares that are subject to a CDSC are converted to Class Y shares, the applicable CDSC will be assessed prior to conversion. A-5 REDEMPTION FEES Certain funds impose a 2% redemption fee (on redemption proceeds) if you redeem or exchange shares within 31 days of purchase. Please refer to the applicable fund's prospectus to determine whether that fund imposes a redemption fee. As of the date of this prospectus, the following funds impose redemption fees: AIM Asia Pacific Growth Fund AIM China Fund AIM Developing Markets Fund AIM European Growth Fund AIM European Small Company Fund AIM Floating Rate Fund AIM Global Core Equity Fund AIM Global Equity Fund AIM Global Growth Fund AIM Global Health Care Fund AIM Global Real Estate Fund AIM Global Small & Mid Cap Growth Fund AIM Gold & Precious Metals Fund AIM High Yield Fund AIM International Allocation Fund AIM International Core Equity Fund AIM International Growth Fund AIM International Small Company Fund AIM International Total Return Fund AIM Japan Fund AIM Trimark Fund The redemption fee will be retained by the fund from which you are redeeming or exchanging shares, and is intended to offset the trading costs, market impact and other costs associated with short-term money movements in and out of the fund. The redemption fee is imposed on a first-in, first-out basis, which means that you will redeem shares in the order of their purchase. Redemption fees generally will not be charged in the following circumstances: - Redemptions and exchanges of shares held in accounts maintained by intermediaries that do not have the systematic capability to assess the redemption fees. - Redemptions and exchanges of shares held by funds of funds, qualified tuition plans maintained pursuant to Section 529 of the Code, variable insurance contracts or separately managed qualified default investment alternative vehicles maintained pursuant to Section 404(c)(5) of the Employee Retirement Income Security Act of 1974, as amended (ERISA), which use the funds as underlying investments. - Redemptions and exchanges effectuated pursuant to automatic investment rebalancing or dollar cost averaging programs or systematic withdrawal plans. - Redemptions requested within 31 days following the death or post-purchase disability of an account owner. - Redemptions or exchanges initiated by a fund. The following shares are not subject to redemption fees, irrespective of whether they are redeemed in accordance with any of the exceptions set forth above: - Shares acquired through the reinvestment of dividends and distributions. - Shares acquired through systematic purchase plans. - Shares acquired in connection with a rollover or transfer of assets from the trustee or custodian of an employee benefit plan to the trustee or custodian of another employee benefit plan. Shares held by employee benefit plans will only be subject to redemption fees if the shares were acquired by exchange and are redeemed by exchange within 31 days of purchase. Some investments in the funds are made through accounts that are maintained by intermediaries (rather than the funds' transfer agent) and some investments are made indirectly through products that use the funds as underlying investments, such as employee benefit plans, funds of funds, qualified tuition plans, and variable insurance contracts (these products are generally referred to as conduit investment vehicles). If shares of the funds are held in an account maintained by an intermediary or in the name of a conduit investment vehicle (and not in the names of individual investors), the intermediary account or conduit investment vehicle may be considered an individual shareholder of the funds for purposes of assessing redemption fees. In these cases, the funds are likely to be limited in their ability to assess redemption fees on transactions initiated by individual investors, and the applicability of redemption fees will be determined based on the aggregate holdings and redemptions of the intermediary account or the conduit investment vehicle. If shares of the funds are held in an account maintained by an intermediary or in the name of a conduit investment vehicle (and not in the names of individual investors), the intermediary or conduit investment vehicle may impose rules intended to limit short-term money movements in and out of the funds which differ from those described in this prospectus. In such cases, there may be redemption fees imposed by the intermediary or conduit investment vehicle on different terms (and subject to different exceptions) than those set forth above. Please consult your financial advisor or other intermediary for details. The funds have the discretion to waive the 2% redemption fee if a fund is in jeopardy of losing its registered investment company qualification for tax purposes. Your financial advisor or other intermediary may charge service fees for handling redemption transactions. Your shares also may be subject to a CDSC in addition to the redemption fee. PURCHASING SHARES If you hold your shares through a financial advisor or other intermediary, your eligibility to purchase shares and the terms by which you may purchase, redeem and exchange shares may differ depending on that institution's policies. A-6 MINIMUM INVESTMENTS There are no minimum investments for Class P or R shares for fund accounts. The minimum investments for Class A, A3, B, C, Y and Investor Class shares for fund accounts are as follows:
INITIAL INVESTMENT ADDITIONAL INVESTMENTS TYPE OF ACCOUNT PER FUND PER FUND --------------- ------------------ ---------------------- Asset or fee-based accounts managed by your financial advisor None None Eligible employee benefit plans, SEP, SARSEP and SIMPLE IRA plans None None IRAs, Roth IRAs and Coverdell ESAs accounts if the new investor is purchasing shares through a systematic purchase plan $ 25 $25 All other accounts if the investor is purchasing shares through a systematic purchase plan 50 50 IRAs, Roth IRAs and Coverdell ESAs 250 25 All other accounts 1,000 50 Invesco Aim Distributors has the discretion to accept orders for lesser amounts.
HOW TO PURCHASE SHARES
OPENING AN ACCOUNT ADDING TO AN ACCOUNT ------------------ -------------------- Through a Financial Advisor Contact your financial advisor. Contact your financial advisor. By Mail Mail completed account application and check to Mail your check and the remittance slip from your the transfer agent, Invesco Aim Investment confirmation statement to the transfer agent. Services, Inc., P.O. Box 4739, Houston, TX Invesco Aim does NOT accept the following types 77210-4739. Invesco Aim does NOT accept the of payments: Credit Card Checks, Third Party following types of payments: Credit Card Checks, Checks, and Cash*. Third Party Checks, and Cash*. By Wire Mail completed account application to the transfer Call the transfer agent to receive a reference agent. Call the transfer agent at (800) 959-4246 number. Then, use the wire instructions provided to receive a reference number. Then, use the wire below. instructions provided below. Wire Instructions Beneficiary Bank ABA/Routing #: 021000021 Beneficiary Account Number: 00100366807 Beneficiary Account Name: Invesco Aim Investment Services, Inc. RFB: Fund Name, Reference # OBI: Your Name, Account # By Telephone Open your account using one of the methods Select the Bank Account Information option on described above. your completed account application or complete a Systematic Options and Bank Information Form. Mail the application or form to the transfer agent. Once the transfer agent has received the form, call the transfer agent at the number below to place your purchase order. Automated Investor Line Open your account using one of the methods Call the Invesco Aim 24-hour Automated Investor described above. Line at 1-800-246-5463. You may place your order after you have provided the bank instructions that will be requested. By Internet Open your account using one of the methods Access your account at www.invescoaim.com. The described above. proper bank instructions must have been provided on your account. You may not purchase shares in retirement accounts on the internet.
* In addition, Invesco Aim does not accept cash equivalents for employer sponsored plan accounts. Cash equivalents include cashier's checks, official checks, bank drafts, traveler's checks, treasurer's checks, postal money orders or money orders. We also reserve the right to reject at our sole discretion payment by Temporary / Starter Checks. Purchase orders will not be processed unless the account application and purchase payment are received in good order. In accordance with the USA PATRIOT Act, if you fail to provide all the required information requested in the current account application, your purchase order will not be processed. Additionally, federal law requires that the fund verify and record your identifying information. SYSTEMATIC PURCHASE PLAN You can arrange for periodic investments in any of the funds by authorizing the transfer agent to withdraw the amount of your investment from your bank account on a day or dates you specify and in an amount of at least $25 per fund for IRAs, Roth IRAs and Coverdell ESAs, and at least $50 per fund for all other types of accounts. You may stop the Systematic Purchase Plan at any time by giving the transfer agent notice ten days prior to your next scheduled withdrawal. Certain financial advisors and other intermediaries may also offer systematic purchase plans. DOLLAR COST AVERAGING Dollar Cost Averaging allows you to make automatic periodic exchanges, if permitted, from one fund to another fund or multiple other funds. The account from which exchanges are to be made must have a minimum balance of $5,000 before you can use this option. Exchanges will occur on (or about) the day of the month you specify, in the amount you specify. Dollar Cost Averaging cannot be set up for the 29th through the 31st of the month. The minimum amount you can exchange to another fund is $50. Certain financial advisors and other intermediaries may also offer dollar cost averaging programs. If you participate in one of these programs and it is the same or similar to Invesco Aim's Dollar Cost Averaging program, exchanges made under the program generally will not be counted toward the limitation of four exchanges out of a fund per calendar year, discussed below. AUTOMATIC DIVIDEND AND DISTRIBUTION INVESTMENT Your dividends and distributions may be paid in cash or reinvested in the same fund or another fund without paying an initial sales charge. Unless you specify otherwise, your dividends and distributions will automatically be reinvested in the same fund. If you elect to receive your distributions by check, A-7 and the distribution amount is $10 or less, then the amount will be automatically reinvested in the same fund and no check will be issued. If you have elected to receive distributions by check, and the postal service is unable to deliver checks to your address of record, then your distribution election may be converted to having all subsequent distributions reinvested in the same fund and no checks will be issued. You should contact the transfer agent to change your distribution option, and your request to do so must be received by the transfer agent before the record date for a distribution in order to be effective for that distribution. No interest will accrue on amounts represented by uncashed distribution checks. You must comply with the following requirements to be eligible to invest your dividends and distributions in shares of another fund: - Your account balance in the fund paying the dividend or distribution must be at least $5,000; and - Your account balance in the fund receiving the dividend or distribution must be at least $500. PORTFOLIO REBALANCING PROGRAM If you have at least $5,000 in your account, you may participate in the Portfolio Rebalancing Program. Under this Program, you can designate how the total value of your fund holdings should be rebalanced, on a percentage basis, between two and ten of your funds on a quarterly, semiannual or annual basis. Your portfolio will be rebalanced through the exchange of shares in one or more of your funds for shares of the same class of one or more other funds in your portfolio. Rebalancing will not occur if your portfolio is within 2% of your stated allocation. If you wish to participate in the Program, make changes or cancel the Program, the transfer agent must receive your request to participate, changes, or cancellation in good order at least five business days prior to the next rebalancing date, which is normally the 28th day of the last month of the period you choose. We may modify, suspend or terminate the Program at any time on 60 days' prior written notice to participating investors. Certain financial advisors and other intermediaries may also offer portfolio rebalancing programs. If you participate in one of these programs and it is the same as or similar to Invesco Aim's program, exchanges made under the program generally will not be counted toward the limitation of four exchanges out of a fund per calendar year, discussed below. RETIREMENT PLANS SPONSORED BY INVESCO AIM DISTRIBUTORS Invesco Aim Distributors acts as the prototype sponsor for certain types of retirement plan documents. These plan documents are generally available to anyone wishing to invest plan assets in the funds. These documents are provided subject to terms, conditions and fees that vary by plan type. Contact your financial advisor or other intermediary for details. REDEEMING SHARES For funds other than Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio, the transfer agent must receive your call during the hours of the customary trading session of the New York Stock Exchange (NYSE) in order to effect the redemption at that day's net asset value. For Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio, the transfer agent must receive your call before the last net asset value determination in order to effect the redemption that day. HOW TO REDEEM SHARES Through a Financial Advisor Contact your financial advisor or intermediary (including your or Other Intermediary retirement plan administrator). By Mail Send a written request to the transfer agent which includes: - Original signatures of all registered owners/trustees; - The dollar value or number of shares that you wish to redeem; - The name of the fund(s) and your account number; and - Signature guarantees, if necessary (see below). The transfer agent may require that you provide additional documentation, or information, such as corporate resolutions or powers of attorney, if applicable. If you are redeeming from an IRA or other type of retirement account, you must complete the appropriate distribution form, as well as employer authorization. By Telephone Call the transfer agent at 1-800-959-4246. You will be allowed to redeem by telephone if: - Your redemption proceeds are to be mailed to your address on record (and there has been no change in your address of record within the last 30 days) or transferred electronically to a pre-authorized checking account; - You do not hold physical share certificates; - You can provide proper identification information; - Your redemption proceeds do not exceed $250,000 per fund; and - You have not previously declined the telephone redemption privilege. You may, in limited circumstances, initiate a redemption from an Invesco Aim IRA account by telephone. Redemptions from other types of retirement plan accounts may be initiated only in writing and require the completion of the appropriate distribution form, as well as employer authorization. Automated Investor Line Call the Invesco Aim 24-hour Automated Investor Line at 1-800-246-5463. You may place your redemption order after you have provided the bank instructions that will be requested. By Internet Place your redemption request at www.invescoaim.com. You will be allowed to redeem by Internet if: - You do not hold physical share certificates; - You can provide proper identification information; - Your redemption proceeds do not exceed $250,000 per fund; and - You have already provided proper bank information. Redemptions from most retirement plan accounts may be initiated only in writing and require the completion of the appropriate distribution form, as well as employer authorization.
A-8 TIMING AND METHOD OF PAYMENT We normally will send out payments within one business day, and in any event no more than seven days, after your redemption request is received in good order (meaning that all necessary information and documentation related to the redemption request have been provided to the transfer agent). If you redeem shares recently purchased by check or ACH, you may be required to wait up to ten business days before we send your redemption proceeds. This delay is necessary to ensure that the purchase has cleared. Payment may be postponed in cases where the SEC declares an emergency or normal trading is halted on the NYSE. Redemption checks are mailed to your address of record, via first class U.S. mail, unless you make other arrangements with the transfer agent. We use reasonable procedures to confirm that instructions communicated via telephone and the Internet are genuine, and we are not liable for losses arising from actions taken in accordance with instructions that are reasonably believed to be genuine. EXPEDITED REDEMPTIONS (AIM CASH RESERVE SHARES OF AIM MONEY MARKET FUND ONLY) If you place your redemption order by telephone, before 11:30 a.m. Eastern Time and request an expedited redemption, we will transmit payment of redemption proceeds on that same day via federal wire to a bank of record on your account. If we receive your redemption order after 11:30 a.m. Eastern Time and before the close of the customary trading session of the NYSE, we will transmit payment on the next business day. SYSTEMATIC WITHDRAWALS You may arrange for regular periodic withdrawals from your account in amounts equal to or greater than $50 per fund. We will redeem the appropriate number of shares from your account to provide redemption proceeds in the amount requested. You must have a total account balance of at least $5,000 in order to establish a Systematic Redemption Plan, unless you are establishing a Required Minimum Distribution for a retirement plan. You can stop this plan at any time by giving ten days prior notice to the transfer agent. CHECK WRITING The transfer agent provides check writing privileges for accounts in the following funds and share classes: - AIM Money Market Fund, AIM Cash Reserve Shares, Class Y shares and Investor Class shares - AIM Tax-Exempt Cash Fund, Class A shares, Class Y shares and Investor Class shares - Premier Portfolio, Investor Class shares - Premier Tax-Exempt Portfolio, Investor Class shares - Premier U.S. Government Money Portfolio, Investor Class shares You may redeem shares of these funds by writing checks in amounts of $250 or more if you have completed an authorization form. Redemption by check is not available for retirement accounts. Checks are not eligible to be converted to ACH by the payee. You may not give authorization to a payee by phone to debit your account by ACH for a debt owed to the payee. SIGNATURE GUARANTEES We require a signature guarantee in the following circumstances: - When your redemption proceeds will equal or exceed $250,000 per fund. - When you request that redemption proceeds be paid to someone other than the registered owner of the account. - When you request that redemption proceeds be sent somewhere other than the address of record or bank of record on the account. - When you request that redemption proceeds be sent to a new address or an address that changed in the last 30 days. The transfer agent will accept a guarantee of your signature by a number of different types of financial institutions. Call the transfer agent for additional information. Some institutions have transaction amount maximums for these guarantees. Please check with the guarantor institution to determine whether the signature guarantee offered will be sufficient to cover the value of your transaction request. REDEMPTIONS IN KIND Although the funds generally intend to pay redemption proceeds solely in cash, the funds reserve the right to determine, in their sole discretion, whether to satisfy redemption requests by making payment in securities or other property (known as a redemption in kind). REDEMPTIONS INITIATED BY THE FUNDS If your account (Class A, A3, B, C, P and Investor Class shares only) has been open at least one year, you have not made an additional purchase in the account during the past six calendar months, and the value of your account falls below $500 for three consecutive months, the funds have the right to redeem the account after giving you 60 days' prior written notice. You may avoid having your account redeemed during the notice period by bringing the account value up to $500 or by initiating a Systematic Purchase Plan. If the fund determines that you have not provided a correct Social Security or other tax identification number on your account application, or the fund is not able to verify your identity as required by law, the fund may, at its discretion, redeem the account and distribute the proceeds to you. EXCHANGING SHARES You may, under certain circumstances, exchange shares in one fund for those of another fund. An exchange is the purchase of shares in one fund which A-9 is paid for with the proceeds from a redemption of shares of another fund effectuated on the same day. Accordingly, the procedures and processes applicable to redemptions of fund shares, as discussed under the heading "Redeeming Shares" above, will apply. Before requesting an exchange, review the prospectus of the fund you wish to acquire. All exchanges are subject to the limitations set forth in the prospectuses of the funds. If you wish to exchange shares of one fund for those of another fund, you must consult the prospectus of the fund whose shares you wish to acquire to determine whether the fund is offering shares to new investors and whether you are eligible to acquire shares of that fund. PERMITTED EXCHANGES Except as otherwise provided below under "Exchanges Not Permitted", you generally may exchange your shares for shares of the same class of another fund. The following below shows permitted exchanges:
EXCHANGE FROM EXCHANGE TO ------------- ----------- AIM Cash Reserve Shares Class A, A3, B, C, R, Y*, Investor Class Class A Class A, A3, Y*, Investor Class, AIM Cash Reserve Shares Class A3 Class A, A3, Y*, Investor Class, AIM Cash Reserve Shares Investor Class Class A, A3, Y*, Investor Class Class P Class A, A3, AIM Cash Reserve Shares Class B Class B Class C Class C, Y* Class R Class R Class Y Class Y
* You may exchange your AIM Cash Reserve Shares, Class A shares, Class A3 shares, Class C shares or Investor Class shares for Class Y shares of the same fund if you otherwise qualify to buy that fund's Class Y shares. Please consult your financial advisor to discuss the tax implications, if any, of all exchanges into Class Y shares of the same fund. EXCHANGES NOT PERMITTED The following exchanges are not permitted: - Investor Class shares cannot be exchanged for Class A shares of any fund which offers Investor Class shares. - Exchanges into Class A shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund (also known as the Category III funds) are not permitted. - Class A shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund cannot be exchanged for Class A3 shares of those funds. - AIM Cash Reserve Shares cannot be exchanged for Class B, C or R shares if the shares being exchanged were acquired by exchange from Class A shares of any fund. - AIM Cash Reserve shares, Class A shares, Class A3 shares, Class C shares or Investor Class shares of one fund can not be exchanged for Class Y shares of a different fund. - All existing systematic exchanges and reallocations will cease and these options will no longer be available on all 403(b) prototype plans. EXCHANGE CONDITIONS The following conditions apply to all exchanges: - Shares must have been held for at least one day prior to the exchange with the exception of dividends and distributions that are reinvested; and - If you have physical share certificates, you must return them to the transfer agent in order to effect the exchange. Under unusual market conditions, a fund may delay the exchange of shares for up to five business days if it determines that it would be materially disadvantaged by the immediate transfer of exchange proceeds. The exchange privilege is not an option or right to purchase shares. Any of the participating funds or the distributor may modify or terminate this privilege at any time. LIMIT ON THE NUMBER OF EXCHANGES You will generally be limited to four exchanges out of a fund per calendar year (other than the money market funds); provided, however, that the following transactions will not count toward the exchange limitation: - Exchanges of shares held in accounts maintained by intermediaries that do not have the systematic capability to apply the exchange limitation. - Exchanges of shares held by funds of funds, qualified tuition plans maintained pursuant to Section 529 of the Code, and insurance company separate accounts which use the funds as underlying investments. - Generally, exchanges effectuated pursuant to automatic investment rebalancing or dollar cost averaging programs. - Exchanges initiated by a fund or by the trustee, administrator or other fiduciary of an employee benefit plan (not in response to distribution or exchange instructions received from a plan participant). Each fund reserves the discretion to accept exchanges in excess of these guidelines on a case-by-case basis if the fund, or its designated agent, believes that granting such exceptions would be consistent with the best interests of shareholders. There is no limit on the number of exchanges out of AIM Limited Maturity Treasury Fund, AIM Money Market Fund, AIM Tax-Exempt Cash Fund, Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio. A-10 If you exchange shares of one fund for shares of multiple other funds as part of a single transaction, that transaction is counted as one exchange out of a fund. INITIAL SALES CHARGES AND CDSCS APPLICABLE TO EXCHANGES You may be required to pay an initial sales charge when exchanging from a fund with a lower initial sales charge than the one into which you are exchanging. If you exchange into shares that are subject to a CDSC, we will begin the holding period for purposes of calculating the CDSC on the date you made your initial purchase. RIGHTS RESERVED BY THE FUNDS Each fund and its agents reserve the right at any time to: - Reject or cancel all or any part of any purchase or exchange order. - Modify any terms or conditions related to the purchase, redemption or exchange of shares of any fund. - Reject or cancel any request to establish a Systematic Purchase Plan, Systematic Redemption Plan or Portfolio Rebalancing Program. - Suspend, change or withdraw all or any part of the offering made by this prospectus. PRICING OF SHARES DETERMINATION OF NET ASSET VALUE The price of each fund's shares is the fund's net asset value per share. The funds value portfolio securities for which market quotations are readily available at market value. The funds value all other securities and assets for which market quotations are unavailable or unreliable at their fair value in good faith using procedures approved by the Boards of Trustees of the funds (collectively, the Board). The Board has delegated the daily determination of good faith fair value methodologies to Invesco Aim's Valuation Committee, which acts in accordance with Board approved policies. On a quarterly basis, Invesco Aim provides the Board various reports indicating the quality and effectiveness of its fair value decisions on portfolio holdings. Securities and other assets quoted in foreign currencies are valued in U.S. dollars based on the prevailing exchange rates on that day. Even when market quotations are available, they may be stale or unreliable because the security is not traded frequently, trading on the security ceased before the close of the trading market or issuer specific events occurred after the security ceased trading or because of the passage of time between the close of the market on which the security trades and the close of the NYSE and when the fund calculates its net asset value. Issuer specific events may cause the last market quotation to be unreliable. Such events may include a merger or insolvency, events which affect a geographical area or an industry segment, such as political events or natural disasters, or market events, such as a significant movement in the U.S. market. Where market quotations are not readily available, including where Invesco Aim determines that the closing price of the security is unreliable, Invesco Aim will value the security at fair value in good faith using procedures approved by the Board. Fair value pricing may reduce the ability of frequent traders to take advantage of arbitrage opportunities resulting from potentially "stale" prices of portfolio holdings. However, it cannot eliminate the possibility of frequent trading. Fair value is that amount that the owner might reasonably expect to receive for the security upon its current sale. Fair value requires consideration of all appropriate factors, including indications of fair value available from pricing services. A fair value price is an estimated price and may vary from the prices used by other mutual funds to calculate their net asset values. Invesco Aim may use indications of fair value from pricing services approved by the Board. In other circumstances, the Invesco Aim Valuation Committee may fair value securities in good faith using procedures approved by the Board. As a means of evaluating its fair value process, Invesco Aim routinely compares closing market prices, the next day's opening prices for the security in its primary market if available, and indications of fair value from other sources. Fair value pricing methods and pricing services can change from time to time as approved by the Board. Specific types of securities are valued as follows: Senior Secured Floating Rate Loans and Senior Secured Floating Rate Debt Securities. Senior secured floating rate loans and senior secured floating rate debt securities are fair valued using evaluated quotes provided by an independent pricing service. Evaluated quotes provided by the pricing service may reflect appropriate factors such as market quotes, ratings, tranche type, industry, company performance, spread, individual trading characteristics, institution-size trading in similar groups of securities and other market data. Domestic Exchange Traded Equity Securities. Market quotations are generally available and reliable for domestic exchange traded equity securities. If market quotations are not available or are unreliable, Invesco Aim will value the security at fair value in good faith using procedures approved by the Board. Foreign Securities. If market quotations are available and reliable for foreign exchange traded equity securities, the securities will be valued at the market quotations. Because trading hours for certain foreign securities end before the close of the NYSE, closing market quotations may become unreliable. If between the time trading ends on a particular security and the close of the customary trading session on the NYSE events occur that are significant and may make the closing price unreliable, the fund may fair value the security. If an issuer specific event has occurred that Invesco Aim determines, in its judgment, is likely to have affected the closing price of a foreign security, it will price the security at fair value. Invesco Aim also relies on a screening process from a pricing vendor to indicate the degree of certainty, based on historical data, that the closing price in the principal market where a foreign security trades is not the current market value as of the close of the NYSE. For foreign securities where Invesco Aim believes, at the approved degree of certainty, that the price is not reflective of current market value, Invesco Aim will use the indication of fair value from the pricing service to determine the fair value of the security. The pricing vendor, pricing methodology or degree of certainty may change from time to time. A-11 Fund securities primarily traded on foreign markets may trade on days that are not business days of the fund. Because the net asset value of fund shares is determined only on business days of the fund, the value of the portfolio securities of a fund that invests in foreign securities may change on days when you will not be able to purchase or redeem shares of the fund. Fixed Income Securities. Government, corporate, asset-backed and municipal bonds, convertible securities, including high yield or junk bonds, and loans, normally are valued on the basis of prices provided by independent pricing services. Prices provided by the pricing services may be determined without exclusive reliance on quoted prices, and may reflect appropriate factors such as institution-size trading in similar groups of securities, developments related to special securities, dividend rate, maturity and other market data. Prices received from pricing services are fair value prices. In addition, if the price provided by the pricing service and independent quoted prices are unreliable, the Invesco Aim valuation committee will fair value the security using procedures approved by the Board. Short-term Securities. The funds' short-term investments are valued at amortized cost when the security has 60 days or less to maturity. AIM Money Market Fund, AIM Tax-Exempt Cash Fund, Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio value all their securities at amortized cost. AIM High Income Municipal Fund, AIM Municipal Bond Fund and AIM Tax-Free Intermediate Fund value variable rate securities that have an unconditional demand or put feature exercisable within seven days or less at par, which reflects the market value of such securities. Futures and Options. Futures contracts are valued at the final settlement price set by the exchange on which they are principally traded. Options are valued on the basis of market quotations, if available. Swap Agreements. Swap Agreements are fair valued using an evaluated quote provided by an independent pricing service. Evaluated quotes provided by the pricing service are based on a model that may include end of day net present values, spreads, ratings, industry and company performance. Open-end Funds. To the extent a fund invests in other open-end funds, other than open-end funds that are exchange traded, the investing fund will calculate its net asset value using the net asset value of the underlying fund in which it invests. Each fund determines the net asset value of its shares on each day the NYSE is open for business (a business day), as of the close of the customary trading session, or earlier NYSE closing time that day. AIM Money Market Fund also determines its net asset value as of 12:00 noon Eastern Time on each business day. Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio determine the net asset value of their shares every fifteen minutes on each business day, beginning at 8:00 a.m. Eastern Time. The last net asset value determination on any business day for Premier Portfolio and Premier U.S. Government Money Portfolio will generally occur at 5:30 p.m. Eastern Time, and the last net asset value determination on any business day for Premier Tax-Exempt Portfolio will generally occur at 4:30 p.m. Eastern Time. Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio are authorized not to open for trading on a day that is otherwise a business day if the Federal Reserve Bank of New York and the Bank of New York, the fund's custodian, are not open for business or the Securities Industry and Financial Markets Association (SIFMA) recommends that government securities dealers not open for trading and any such day will not be considered a business day. Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio also may close early on a business day if SIFMA recommends that government securities dealers close early. If Premier Portfolio, Premier Tax-Exempt Portfolio or Premier U.S. Government Money Portfolio uses its discretion to close early on a business day, the last net asset value calculation will occur as of the time of such closing. From time to time and in circumstances deemed appropriate by Invesco Aim in its sole discretion, each of Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio may remain open for business, during customary business day hours, on a day that the NYSE is closed for business. In such event, on such day you will be permitted to purchase or redeem shares of such funds and net asset values will be calculated for such funds. TIMING OF ORDERS For funds other than Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio, you can purchase or redeem shares on each business day prior to the close of the customary trading session or any earlier NYSE closing time that day. For funds other than Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio, purchase orders that are received and accepted before the close of the customary trading session or any earlier NYSE closing time on a business day generally are processed that day and settled on the next business day. For Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio, you can purchase or redeem shares on each business day, prior to the last net asset value determination on such business day; however, if your order is received and accepted after the close of the customary trading session or any earlier NYSE closing time that day, your order generally will be processed on the next business day and settled on the second business day following the receipt and acceptance of your order. For all funds, you can exchange shares on each business day, prior to the close of the customary trading session or any earlier NYSE closing time that day. Shareholders of Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio therefore cannot exchange their shares after the close of the customary trading session or any earlier NYSE closing time on a particular day, even though these funds remain open after such closing time. The funds price purchase, exchange and redemption orders at the net asset value calculated after the transfer agent receives an order in good order. Any applicable sales charges are applied at the time an order is processed. A fund may postpone the right of redemption only under unusual circumstances, as allowed by the Securities and Exchange Commission, such as when the NYSE restricts or suspends trading. A-12 TAXES In general, if you are a taxable investor, dividends and distributions you receive are taxable as ordinary income or long-term capital gains for federal income tax purposes. This is true whether you reinvest distributions in additional fund shares or take them in cash. Every year, you will be sent information showing the amount of dividends and distributions you received from each fund during the prior year. Investors should read the information under the heading "Other Information--Special Tax Information Regarding the Fund" where applicable in the fund's prospectus. In addition, investors in taxable accounts should be aware of the following basic tax points: - Distributions of net short-term capital gains are taxable to you as ordinary income. A fund that is expected to have higher turnover than that of other funds is more likely to generate short-term gain or loss. - Distributions of net long-term capital gains are taxable to you as long-term capital gains no matter how long you have owned your fund shares. - If you are an individual and meet certain holding period requirements, a portion of income dividends paid to you by a fund may be designated as qualified dividend income eligible for taxation at long-term capital gain rates. These reduced rates generally are available with respect to taxable years of a fund beginning before January 1, 2011, unless such provision is extended or made permanent, for dividends derived from a fund's investment in stocks of domestic corporations and qualified foreign corporations. In the case of a fund that invests primarily in debt securities, either none or only a nominal portion of the dividends paid by the fund will be eligible for taxation at these reduced rates. - Distributions declared to shareholders with a record date in December--if paid to you by the end of January--are taxable for federal income tax purposes as if received in December. - Any long-term or short-term capital gains realized from redemptions of fund shares will be subject to federal income tax. For tax purposes, an exchange of your shares for shares of another fund is the same as a sale. - If you invest in a fund shortly before it makes a capital gains distribution, the distribution will lower the value of the fund's shares by the amount of the distribution and, in effect, you will receive some of your investment back in the form of a taxable distribution. This is sometimes referred to as "buying a dividend." - By law, if you do not provide a fund with your proper taxpayer identification number and certain required certifications, you may be subject to backup withholding on any distributions of income, capital gains, or proceeds from the sale of your shares. A fund also must withhold if the IRS instructs it to do so. When withholding is required, the amount will be 28% of any distributions or proceeds paid. - You will not be required to include the portion of dividends paid by the fund derived from interest on federal obligations in your gross income for purposes of personal and, in some cases, corporate income taxes in many state and local tax jurisdictions. The percentage of dividends that constitutes dividends derived from interest on federal obligations will be determined annually. This percentage may differ from the actual percentage of interest received by the fund on federal obligations for the particular days on which you hold shares. - Fund distributions and gains from sale or exchange of your fund shares generally are subject to state and local income taxes. - If a fund qualifies to pass through to you the tax benefits from foreign taxes it pays on its investments, and elects to do so, then any foreign taxes it pays on these investments may be passed through to you as a foreign tax credit. You will then be required to include your pro-rata share of these taxes in gross income, even though not actually received by you, and will be entitled either to deduct your share of these taxes in computing your taxable income, or to claim a foreign tax credit for these taxes against your U.S. federal income tax. - Foreign investors should be aware that U.S. withholding, special certification requirements to avoid U.S. backup withholding and claim any treaty benefits and estate taxes may apply to an investment in a fund. The preceding discussion concerning the taxability of fund dividends and distributions and of redemptions and exchanges of fund shares is inapplicable to investors that are generally exempt from federal income tax, such as retirement plans that are qualified under Section 401, 403, 408, 408A and 457 of the Code, individual retirement accounts (IRAs) and Roth IRAs. You should consult your tax advisor before investing in a fund. PAYMENTS TO FINANCIAL ADVISORS The financial advisor or intermediary through which you purchase your shares may receive all or a portion of the sales charges and distribution fees discussed above. In addition to those payments, Invesco Aim Distributors or one or more of its corporate affiliates (collectively, Invesco Aim Affiliates) may make additional cash payments to financial advisors in connection with the promotion and sale of shares of the funds. These additional cash payments may include cash payments and other payments for certain marketing and support services. Invesco Aim Affiliates make these payments from their own resources, from Invesco Aim Distributors' retention of initial sales charges and from payments to Invesco Aim Distributors made by the funds under their 12b-1 plans. In this context, "financial advisors" include any broker, dealer, bank (including bank trust departments), registered investment advisor, financial planner, retirement plan administrator and any other financial intermediary having a selling, administration or similar agreement with Invesco Aim Affiliates. Invesco Aim Affiliates make payments as incentives to certain financial advisors to promote and sell shares of the funds. The benefits Invesco Aim Affiliates receive when they make these payments include, among other things, placing the funds on the financial advisor's funds sales system, and access (in some cases on a preferential basis over other competitors) to individual members of the financial advisor's sales force or to the financial advisor's management. These payments are sometimes referred to as "shelf space" payments because the payments compensate the financial advisor for including the funds in its fund sales system (on its "sales shelf"). Invesco Aim Affiliates compensate financial advisors differently depending typically A-13 on the level and/or type of considerations provided by the financial advisor. The payments Invesco Aim Affiliates make may be calculated based on sales of shares of the funds (Sales-Based Payments), in which case the total amount of such payments shall not exceed 0.25% of the public offering price of all shares sold by the financial advisor during the particular period. Payments may also be calculated based on the average daily net assets of the applicable funds attributable to that particular financial advisor (Asset-Based Payments), in which case the total amount of such cash payments shall not exceed 0.25% per annum of those assets during a defined period. Sales-Based Payments primarily create incentives to make new sales of shares of the funds and Asset-Based Payments primarily create incentives to retain previously sold shares of the funds in investor accounts. Invesco Aim Affiliates may pay a financial advisor either or both Sales-Based Payments and Asset-Based Payments. Invesco Aim Affiliates are motivated to make these payments as they promote the sale of fund shares and the retention of those investments by clients of financial advisors. To the extent financial advisors sell more shares of the funds or retain shares of the funds in their clients' accounts, Invesco Aim Affiliates benefit from the incremental management and other fees paid to Invesco Aim Affiliates by the funds with respect to those assets. Invesco Aim Affiliates also may make payments to certain financial advisors for certain administrative services, including record keeping and sub-accounting of shareholder accounts pursuant to a sub-transfer agency, omnibus account service or sub-accounting agreement. All fees payable by Invesco Aim Affiliates under this category of services are charged back to the funds, subject to certain limitations approved by the Board. You can find further details in the fund's Statement of Additional Information about these payments and the services provided by financial advisors. In certain cases these payments could be significant to the financial advisor. Your financial advisor may charge you additional fees or commissions other than those disclosed in this prospectus. You can ask your financial advisor about any payments it receives from Invesco Aim Affiliates or the funds, as well as about fees and/or commissions it charges. EXCESSIVE SHORT-TERM TRADING ACTIVITY (MARKET TIMING) DISCLOSURES While the funds provide their shareholders with daily liquidity, their investment programs are designed to serve long-term investors and are not designed to accommodate excessive short-term trading activity in violation of our policies described below. Excessive short-term trading activity in the funds' shares (i.e., a purchase of fund shares followed shortly thereafter by a redemption of such shares, or vice versa) may hurt the long-term performance of certain funds by requiring them to maintain an excessive amount of cash or to liquidate portfolio holdings at a disadvantageous time, thus interfering with the efficient management of such funds by causing them to incur increased brokerage and administrative costs. Where excessive short-term trading activity seeks to take advantage of arbitrage opportunities from stale prices for portfolio securities, the value of fund shares held by long-term investors may be diluted. The Board has adopted policies and procedures designed to discourage excessive or short-term trading of fund shares for all funds except the money market funds. However, there is the risk that these funds' policies and procedures will prove ineffective in whole or in part to detect or prevent excessive or short-term trading. These funds may alter their policies at any time without prior notice to shareholders if the advisor believes the change would be in the best interests of long-term shareholders. The Invesco Aim Affiliates currently use the following tools designed to discourage excessive short-term trading in the retail funds: - Trade activity monitoring. - Trading guidelines. - Redemption fees on trades in certain funds. - The use of fair value pricing consistent with procedures approved by the Board. Each of these tools is described in more detail below. Although these tools are designed to discourage excessive short-term trading, you should understand that none of these tools alone nor all of them taken together eliminate the possibility that excessive short-term trading activity in the funds will occur. Moreover, each of these tools involves judgments that are inherently subjective. Invesco Aim Affiliates seek to make these judgments to the best of their abilities in a manner that they believe is consistent with long-term shareholder interests. Some investments in the funds are made through accounts that are maintained by intermediaries (rather than the funds' transfer agent) and some investments are made indirectly through products that use the funds as underlying investments, such as employee benefit plans, funds of funds, qualified tuition plans, and variable insurance contracts (these products are generally referred to as conduit investment vehicles). If shares of the funds are held in an account maintained by an intermediary or in the name of a conduit investment vehicle (and not in the names of individual investors), the intermediary account or conduit investment vehicle may be considered an individual shareholder of the funds for purposes of assessing redemption fees. In these cases, the funds are likely to be limited in their ability to assess redemption fees on transactions initiated by individual investors, and the applicability of redemption fees will be determined based on the aggregate holdings and redemptions of the intermediary account or the conduit investment vehicle. If shares of the funds are held in an account maintained by an intermediary or in the name of a conduit investment vehicle (and not in the names of individual investors), the intermediary or conduit investment vehicle may impose rules intended to limit short-term money movements in and out of the funds which differ from those described in this prospectus. In such cases, there may be redemption fees imposed by the intermediary or conduit investment vehicle on different terms (and subject to different exceptions) than those set forth above. Please consult your financial advisor or other intermediary for details. Money Market Funds. The Board of AIM Money Market Fund, AIM Tax-Exempt Cash Fund, Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio (the money market funds) have not adopted any policies and procedures that would limit frequent purchases and redemptions of such funds' shares. The Board considered the risks of not having a specific policy that limits frequent purchases and redemptions, and determined that those risks were minimal. Nonetheless, to the extent that a money market fund must maintain additional cash and/or A-14 securities with short-term durations in greater amounts than may otherwise be required or borrow to honor redemption requests, the money market fund's yield could be negatively impacted. The Board does not believe that it is appropriate to adopt any such policies and procedures for the money market funds for the following reasons: - The money market funds are offered to investors as cash management vehicles; investors must perceive an investment in such funds as an alternative to cash, and must be able to purchase and redeem shares regularly and frequently. - One of the advantages of a money market fund as compared to other investment options is liquidity. Any policy that diminishes the liquidity of the money market funds will be detrimental to the continuing operations of such funds. - The money market funds' portfolio securities are valued on the basis of amortized cost, and such funds seek to maintain a constant net asset value. As a result, there are no price arbitrage opportunities. - Because the money market funds seek to maintain a constant net asset value, investors expect to receive upon redemption the amount they originally invested in such funds. Imposition of redemption fees would run contrary to investor expectations. AIM Limited Maturity Treasury Fund. The Board of AIM Limited Maturity Treasury Fund has not adopted any policies and procedures that would limit frequent purchases and redemptions of such fund's shares. The Board considered the risks of not having a specific policy that limits frequent purchases and redemptions and determined that those risks were minimal. Nonetheless, to the extent that AIM Limited Maturity Treasury Fund must maintain additional cash and/or securities with short-term durations in greater amounts than may otherwise be required or borrow to honor redemption requests, AIM Limited Maturity Treasury Fund's yield could be negatively impacted. The Board does not believe that it is appropriate to adopt any such policies and procedures for the fund for the following reasons: - Many investors use AIM Limited Maturity Treasury Fund as a short-term investment alternative and should be able to purchase and redeem shares regularly and frequently. - One of the advantages of AIM Limited Maturity Treasury Fund as compared to other investment options is liquidity. Any policy that diminishes the liquidity of AIM Limited Maturity Treasury Fund will be detrimental to the continuing operations of such fund. TRADE ACTIVITY MONITORING Invesco Aim Affiliates monitor selected trades on a daily basis in an effort to detect excessive short-term trading activities. If, as a result of this monitoring, Invesco Aim Affiliates believe that a shareholder has engaged in excessive short-term trading, they will seek to act in a manner that they believe is consistent with the best interests of long-term investors, which may include taking steps such as (i) asking the shareholder to take action to stop such activities or (ii) refusing to process future purchases or exchanges related to such activities in the shareholder's accounts other than exchanges into a money market fund. Invesco Aim Affiliates will use reasonable efforts to apply the fund's policies uniformly given the practical limitations described above. The ability of Invesco Aim Affiliates to monitor trades that are made through accounts that are maintained by intermediaries (rather than the funds' transfer agent) and through conduit investment vehicles may be severely limited or non-existent. TRADING GUIDELINES If you exceed four exchanges out of a fund per calendar year (other than the money market funds and AIM Limited Maturity Treasury Fund), or a fund or an Invesco Aim Affiliate determines, in its sole discretion, that your short-term trading activity is excessive (regardless of whether or not you exceed such guidelines), it may, in its discretion, reject any additional purchase and exchange orders. The ability of Invesco Aim Affiliates to monitor exchanges made through accounts that are maintained by intermediaries (rather than the funds' transfer agent) and through conduit investment vehicles may be severely limited or non-existent. If shares of the funds are held in the name of a conduit investment vehicle and not in the names of the individual investors who have invested in the funds through the conduit investment vehicle, the conduit investment vehicle may be considered an individual shareholder of the funds. To the extent that a conduit investment vehicle is considered an individual shareholder of the funds, the funds are likely to be limited in their ability to impose exchange limitations on individual transactions initiated by investors who have invested in the funds through the conduit investment vehicle. REDEMPTION FEES You may be charged a 2% redemption fee if you redeem, including redeeming by exchange, shares of certain funds within 31 days of purchase. The ability of a fund to assess a redemption fee on redemptions effectuated through accounts that are maintained by intermediaries (rather than the funds' transfer agent) and through conduit investment vehicles may be severely limited or non-existent. FAIR VALUE PRICING Securities owned by a fund are to be valued at current market value if market quotations are readily available. All other securities and assets of a fund for which market quotations are not readily available are to be valued at fair value determined in good faith using procedures approved by the Board. Fair value pricing may reduce the ability of frequent traders to take advantage of arbitrage opportunities resulting from potentially "stale" prices of portfolio holdings. However, it cannot eliminate the possibility of frequent trading. A-15 Obtaining Additional Information More information may be obtained free of charge upon request. The Statement of Additional Information (SAI), a current version of which is on file with the Securities and Exchange Commission (SEC), contains more details about the fund and is incorporated by reference into the prospectus (is legally a part of the prospectus). Annual and semiannual reports to shareholders contain additional information about the fund's investments. The fund's annual report also discusses the market conditions and investment strategies that significantly affected the fund's performance during its last fiscal year. The fund also files its complete schedule of portfolio holdings with the SEC for the 1st and 3rd quarters of each fiscal year on Form N-Q. The fund's most recent portfolio holdings, as filed on Form N-Q, are also available at http://www.invescoaim.com. If you have questions about this fund, another fund in The AIM Family of Funds--Registered Trademark-- or your account, or wish to obtain free copies of the fund's current SAI or annual or semiannual reports, please contact us by mail at Invesco Aim Investment Services, Inc., P.O. Box 4739, Houston, TX 77210-4739 or By Telephone: (800) 959-4246 On the Internet: You can send us a request by e-mail or download prospectuses, SAIs, annual or semiannual reports via our website: http://www.invescoaim.com You can also review and obtain copies of the fund's SAI, financial reports, the fund's Forms N-Q and other information at the SEC's Public Reference Room in Washington, DC; on the EDGAR database on the SEC's Internet website (http://www.sec.gov); or, after paying a duplicating fee, by sending a letter to the SEC's Public Reference Section, Washington, DC 20549-0102 or by sending an electronic mail request to publicinfo@sec.gov. Please call the SEC at 1-202-942-8090 for information about the Public Reference Room. AIM Disciplined Equity Fund SEC 1940 Act file number: 811-01424 invescoaim.com [EQI-PRO-1] (INVAIM1.GIF, [INVESCO AIM LOGO APPEARS HERE]) 8 THE INFORMATION IN THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT AN OFFER TO SELL THESE SECURITIES AND IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED. Subject to Completion - Dated April 30, 2009 STATEMENT OF ADDITIONAL INFORMATION AIM EQUITY FUNDS 11 GREENWAY PLAZA SUITE 100 HOUSTON, TEXAS 77046-1173 (713) 626-1919 ---------- THIS STATEMENT OF ADDITIONAL INFORMATION RELATES TO THE PORTFOLIO (THE "FUND") OF AIM EQUITY FUNDS LISTED BELOW. THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT A PROSPECTUS, AND IT SHOULD BE READ IN CONJUNCTION WITH THE PROSPECTUSES FOR THE FUND LISTED BELOW. WHEN ISSUED, THE FUND'S FINANCIAL STATEMENTS WILL BE INCORPORATED INTO THIS STATEMENT OF ADDITIONAL INFORMATION BY REFERENCE TO THE FUND'S MOST RECENT ANNUAL REPORT TO SHAREHOLDERS. YOU MAY OBTAIN, WITHOUT CHARGE, A COPY OF ANY PROSPECTUS AND/OR ANNUAL REPORT FOR THE FUND LISTED BELOW FROM AN AUTHORIZED DEALER OR BY WRITING TO: INVESCO AIM INVESTMENT SERVICES, INC. P.O. BOX 4739 HOUSTON, TEXAS 77210-4739 OR BY CALLING (800) 959-4246 OR ON THE INTERNET: WWW.INVESCOAIM.COM THIS STATEMENT OF ADDITIONAL INFORMATION DATED JULY 14, 2009, RELATES TO CLASS Y SHARES OF THE FOLLOWING PROSPECTUS:
FUND DATED AIM DISCIPLINED EQUITY FUND JULY 14, 2009 --------------------------- -------------
AIM EQUITY FUNDS STATEMENT OF ADDITIONAL INFORMATION TABLE OF CONTENTS
PAGE ---- GENERAL INFORMATION ABOUT THE TRUST 1 Fund History 1 Shares of Beneficial Interest 1 DESCRIPTION OF THE FUND AND ITS INVESTMENTS AND RISKS 4 Classification 4 Investment Strategies and Risks 4 Equity Investments 4 Foreign Investments 5 Exchange Traded Funds 8 Debt Investments 8 Other Investments 9 Investment Techniques 10 Derivatives 15 Fund Policies 21 Temporary Defensive Positions 22 Policies and Procedures for Disclosure of Fund Holdings 23 MANAGEMENT OF THE TRUST 26 Board of Trustees 26 Management Information 26 Trustee Ownership of Fund Shares 29 Compensation 29 Retirement Plan For Trustees 30 Deferred Compensation Agreements 30 Purchases of Class A Shares of the Funds at Net Asset Value 31 Code of Ethics 31 Proxy Voting Policies 31 CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES 31 INVESTMENT ADVISORY AND OTHER SERVICES 32 Investment Advisor 32 Investment Sub-Advisors 33 Portfolio Managers 34 Securities Lending Arrangements 34 Service Agreements 34 Other Service Providers 35 BROKERAGE ALLOCATION AND OTHER PRACTICES 36 Brokerage Transactions 36 Commissions 36 Broker Selection 36 Allocation of Portfolio Transactions 40 Allocation of Initial Public Offering ("IPO") Transactions 40 PURCHASE, REDEMPTION AND PRICING OF SHARES 41 Transactions through Financial Intermediaries 41 Purchase and Redemption of Shares 41 Institutional Class Shares 59 Offering Price 60
i Redemptions In Kind 61 Backup Withholding 62 DIVIDENDS, DISTRIBUTIONS AND TAX MATTERS 63 Dividends and Distributions 63 Tax Matters 63 DISTRIBUTION OF SECURITIES 73 Distributor 73 FINANCIAL STATEMENTS 73 PENDING LITIGATION 73 APPENDICES: RATINGS OF DEBT SECURITIES A-1 PERSONS TO WHOM INVESCO AIM PROVIDES NON-PUBLIC PORTFOLIO HOLDINGS ON AN ONGOING BASIS B-1 TRUSTEES AND OFFICERS C-1 TRUSTEE COMPENSATION TABLE D-1 PROXY POLICIES AND PROCEDURES E-1 CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES F-1 PORTFOLIO MANAGERS G-1 CERTAIN FINANCIAL ADVISORS THAT RECEIVE ONE OR MORE TYPES OF PAYMENTS H-1 PENDING LITIGATION I-1
ii GENERAL INFORMATION ABOUT THE TRUST FUND HISTORY AIM Equity Funds (the "Trust") is a Delaware statutory trust which is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end series management investment company. The Trust currently consists of eight separate portfolios: AIM Capital Development Fund, AIM Charter Fund, AIM Constellation Fund, AIM Diversified Dividend Fund, AIM Disciplined Equity Fund, AIM Large Cap Basic Value Fund, AIM Large Cap Growth Fund and AIM Summit Fund. This Statement of Additional Information relates solely to AIM Disciplined Equity Fund (the "Fund"). Under an Amended and Restated Agreement and Declaration of Trust, dated September 14, 2005, as amended (the "Trust Agreement"), the Board of Trustees of the Trust (the "Board") is authorized to create new series of shares without the necessity of a vote of shareholders of the Trust. The Trust was originally organized on May 19, 1988 as a Maryland corporation. The Trust reorganized as a Delaware business trust on June 21, 2000. The following Funds were included in the reorganization: AIM Aggressive Growth Fund, AIM Blue Chip Fund, AIM Capital Development Fund, AIM Charter Fund, AIM Constellation Fund, AIM Large Cap Basic Value Fund, AIM Large Cap Growth Fund, AIM Mid Cap Growth Fund and AIM Weingarten Fund. All historical and other information contained in this Statement of Additional Information for periods prior to June 21, 2000 relating to the Funds (or a class thereof) is that of the predecessor funds (or the corresponding class thereof). AIM Core Strategies Fund, AIM Diversified Dividend Fund, and AIM U.S. Growth Fund commenced operations as series of the Trust. Prior to May 2, 2003, AIM Diversified Dividend Fund was known as AIM Large Cap Core Equity Fund. Prior to September 15, 2004, AIM Select Basic Value Fund was known as AIM Basic Value II Fund. As of March 15, 2005, AIM Core Strategies Fund and AIM U.S. Growth Fund were liquidated. On July 18, 2005, AIM Aggressive Growth Fund acquired all the assets of AIM Emerging Growth Fund and AIM Weingarten Fund acquired all the assets of AIM Dent Demographic Trends Fund. In addition, on July 18, 2005, AIM Aggressive Growth Fund acquired the assets of AIM Libra Fund, a portfolio of AIM Investments Funds. On March 27, 2006, AIM Constellation Fund acquired all the assets of AIM Aggressive Growth Fund and AIM Weingarten Fund. Also on March 27, 2006, AIM Large Cap Growth Fund acquired all the assets of AIM Blue Chip Fund. On April 10, 2006, AIM Dynamics Fund, a portfolio of AIM Stock Funds, acquired all the assets of AIM Mid Cap Growth Fund. In addition, on April 10, 2006, AIM Charter Fund acquired the assets of AIM Premier Equity Fund, a portfolio of AIM Funds Group. As of February 27, 2007, AIM Select Basic Value was liquidated. On April 30, 2008, AIM Summit Fund succeeded to the assets and assumed the liabilities of AIM Summit Fund (the "Predecessor Fund") of AIM Summit Fund, a Delaware statutory trust ("ASF"), pursuant to an Agreement and Plan of Reorganization between the Trust and ASF. SHARES OF BENEFICIAL INTEREST Shares of beneficial interest of the Trust are redeemable at their net asset value (subject, in certain circumstances, to a contingent deferred sales charge or redemption fee) at the option of the shareholder or at the option of the Trust in certain circumstances. The Trust allocates moneys and other property it receives from the issue or sale of shares of each of its series of shares, and all income, earnings and profits from such issuance and sales, subject only to the rights of creditors, to the appropriate Fund. These assets constitute the underlying assets of each Fund, are segregated on the Trust's books of account, and are charged with the expenses of such Fund and its respective classes. The Trust allocates any general expenses of the Trust not readily identifiable as belonging to a particular Fund by or under the direction of the Board, primarily on the basis of relative net assets, or other relevant factors. 1 Each share of each Fund represents an equal proportionate interest in that Fund with each other share and is entitled to such dividends and distributions out of the income belonging to such Fund as are declared by the Board. Each Fund offers separate classes of shares as follows:
INSTITUTIONAL INVESTOR FUND CLASS A CLASS B CLASS C CLASS P CLASS R CLASS Y CLASS CLASS ---- ------- ------- ------- ------- ------- ------- ------------- -------- AIM Capital X X X X X X X Development Fund AIM Charter Fund X X X X X X AIM Constellation Fund X X X X X X AIM Diversified X X X X X X X Dividend Fund AIM Disciplined X Equity Fund AIM Large Cap Basic X X X X X X X Value Fund AIM Large Cap Growth X X X X X X X Fund AIM Summit Fund X X X X X X
This Statement of Additional Information relates solely to the Class A, Class B, Class C, Class P, Class R, Class Y, Investor Class and Institutional Class shares, if applicable, of the Funds. The Institutional Class shares are intended for use by certain eligible institutional investors, including the following: - banks and trust companies acting in a fiduciary or similar capacity; - bank and trust company common and collective trust funds; - banks and trust companies investing for their own account; - entities acting for the account of a public entity (e.g. Taft-Hartley funds, states, cities or government agencies); - retirement plans; - platform sponsors with which Invesco Aim Distributors, Inc. ("Invesco Aim Distributors") has entered into an agreement; - proprietary asset allocation funds; and 2 - Invesco Aim Management Group, Inc. ("Invesco Aim Management") and its affiliates. Each class of shares represents an interest in the same portfolio of investments. Differing sales charges and expenses will result in differing net asset values and dividends and distributions. Upon any liquidation of the Trust, shareholders of each class are entitled to share pro rata in the net assets belonging to the applicable Fund allocable to such class available for distribution after satisfaction of outstanding liabilities of the Fund allocable to such class. Each share of a Fund generally has the same voting, dividend, liquidation and other rights; however, each class of shares of a Fund is subject to different sales loads, conversion features, exchange privileges and class-specific expenses. Only shareholders of a specific class may vote on matters relating to that class' distribution plan. Because Class B shares automatically convert to Class A shares on or about month-end which is at least eight years after the date of purchase, the Funds' Agreement and Declaration of Trust requires that Class B shareholders must also approve any material increase in distribution fees submitted to Class A shareholders of that Fund. A pro rata portion of shares from reinvested dividends and distributions convert along with the Class B shares. Except as specifically noted above, shareholders of each Fund are entitled to one vote per share (with proportionate voting for fractional shares), irrespective of the relative net asset value of the shares of a Fund. However, on matters affecting an individual Fund or class of shares, a separate vote of shareholders of that Fund or class is required. Shareholders of a Fund or class are not entitled to vote on any matter which does not affect that Fund or class but that requires a separate vote of another Fund or class. An example of a matter that would be voted on separately by shareholders of each Fund is the approval of the advisory agreement with Invesco Aim Advisors, Inc. ("Invesco Aim"), and an example of a matter that would be voted on separately by shareholders of each class of shares is approval of the distribution plans. When issued, shares of each Fund are fully paid and nonassessable, have no preemptive or subscription rights, and are freely transferable. Other than the automatic conversion of Class B shares to Class A shares, there are no conversion rights. Shares do not have cumulative voting rights, which means that in situations in which shareholders elect trustees, holders of more than 50% of the shares voting for the election of trustees can elect all of the trustees of the Trust, and the holders of less than 50% of the shares voting for the election of trustees will not be able to elect any trustees. Under Delaware law, shareholders of a Delaware statutory trust shall be entitled to the same limitations of liability extended to shareholders of private for-profit corporations. There is a remote possibility, however, that shareholders could, under certain circumstances, be held liable for the obligations of the Trust to the extent the courts of another state which does not recognize such limited liability were to apply the laws of such state to a controversy involving such obligations. The Trust Agreement disclaims shareholder liability for acts or obligations of the Trust and requires that notice of such disclaimer be given in each agreement, obligation or instrument entered into or executed by the Trust or the trustees to all parties, and each party thereto must expressly waive all rights of action directly against shareholders of the Trust. The Trust Agreement provides for indemnification out of the property of a Fund for all losses and expenses of any shareholder of such Fund held liable on account of being or having been a shareholder. Thus, the risk of a shareholder incurring financial loss due to shareholder liability is limited to circumstances in which a Fund is unable to meet its obligations and the complaining party is not held to be bound by the disclaimer. The trustees and officers of the Trust will not be liable for any act, omission or obligation of the Trust or any trustee or officer; however, a trustee or officer is not protected against any liability to the Trust or to the shareholders to which a trustee or officer would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties 3 involved in the conduct of his or her office with the Trust ("Disabling Conduct"). The Trust's Bylaws generally provide for indemnification by the Trust of the trustees, the officers and employees or agents of the Trust, provided that such persons have not engaged in Disabling Conduct. Indemnification does not extend to judgments or amounts paid in settlement in any actions by or in the right of the Trust. The Trust's Bylaws provide for the advancement of payments of expenses to current and former trustees, officers and employees or agents of the Trust, or anyone serving at their request, in connection with the preparation and presentation of a defense to any claim, action, suit or proceeding, for which such person would be entitled to indemnification; provided that any advancement of payments would be reimbursed unless it is ultimately determined that such person is entitled to indemnification for such expenses. SHARE CERTIFICATES. Shareholders of the Fund do not have the right to demand or require the Trust to issue share certificates and share certificates are not issued. DESCRIPTION OF THE FUND AND ITS INVESTMENTS AND RISKS CLASSIFICATION The Trust is an open-end management investment company. The Fund is "diversified" for purposes of the 1940 Act. INVESTMENT STRATEGIES AND RISKS Set forth below are detailed descriptions of the various types of securities and investment techniques that Invesco Aim and/or the Sub-Advisors (as defined herein), may use in managing the Fund, as well as the risks associated with those types of securities and investment techniques. The descriptions of the types of securities and investment techniques below supplement the discussion of principal investment strategies and risks contained in the Fund's Prospectus; where a particular type of security or investment technique is not discussed in the Fund's Prospectus, that security or investment technique is not a principal investment strategy. The Fund may not invest in all of the types of securities or use all of the investment techniques described below, and the Fund may not invest in all of these types of securities or use all of these techniques at any one time. The Fund's transactions in a particular type of security or use of a particular technique is subject to limitations imposed by the Fund's investment objective(s), policies and restrictions described in the Fund's Prospectus and/or this Statement of Additional Information, as well as the federal securities laws. Invesco Aim and/or the Sub-Advisors may invest in other types of securities and may use other investment techniques in managing the Fund, including those described below that are not specifically mentioned as investing in the security or using the investment technique, as well as securities and techniques not described, subject to limitations imposed by the Fund's investment objective(s), policies and restrictions described in the Fund's Prospectus and/or this Statement of Additional Information, as well as the federal securities laws. The Fund's investment objectives, policies, strategies and practices described below are non-fundamental unless otherwise indicated. Equity Investments The Fund may invest in all of the following types of equity investments: COMMON STOCK. Common stock is issued by companies principally to raise cash for business purposes and represents a residual interest in the issuing company. The Fund participates in the success or failure of any company in which it holds stock. The prices of equity securities change in response to many factors including the historical and prospective earnings of 4 the issuer, the value of its assets, general economic conditions, interest rates, investor perceptions and market liquidity. PREFERRED STOCK. Preferred stock, unlike common stock, often offers a stated dividend rate payable from a corporation's earnings. If interest rates rise, the fixed dividend on preferred stocks may be less attractive, causing the price of preferred stocks to decline. Preferred stock may have mandatory sinking fund provisions, as well as call/redemption provisions prior to maturity, which is a negative feature when interest rates decline. Dividends on some preferred stock may be "cumulative," requiring all or a portion of prior unpaid dividends to be paid before dividends are paid on the issuer's common stock. Preferred stock also generally has a preference over common stock on the distribution of a corporation's assets in the event of liquidation of the corporation, and may be "participating," which means that it may be entitled to a dividend exceeding the stated dividend in certain cases. In some cases an issuer may offer auction rate preferred stock, which means that the interest to be paid is set by auction and will often be reset at stated intervals. The rights of preferred stocks on the distribution of a corporation's assets in the event of a liquidation are generally subordinate to the rights associated with a corporation's debt securities. CONVERTIBLE SECURITIES. Convertible securities include bonds, debentures, notes, preferred stocks and other securities that may be converted into a prescribed amount of common stock or other equity securities at a specified price and time. The holder of convertible securities is entitled to receive interest paid or accrued on debt, or dividends paid or accrued on preferred stock, until the security matures or is converted. The value of a convertible security depends on interest rates, the yield of similar nonconvertible securities, the financial strength of the issuer and the seniority of the security in the issuer's capital structure. Convertible securities may be illiquid, and may be required to convert at a time and at a price that is unfavorable to the Fund. The values of the convertible securities in which the Fund may invest also will be affected by market interest rates, the risk that the issuer may default on interest or principal payments and the value of the underlying common stock into which these securities may be converted. Specifically, since these types of convertible securities pay fixed interest and dividends, their values may fall if market interest rates rise and rise if market interest rates fall. Additionally, an issuer may have the right to buy back certain of the convertible securities at a time and at a price that is unfavorable to the fund. ALTERNATIVE ENTITY SECURITIES. Companies that are formed as limited partnerships, limited liability companies, business trusts or other non-corporate entities, which may issue equity securities that are similar to common or preferred stock of corporations. Foreign Investments FOREIGN SECURITIES. The Fund may invest in foreign securities. Foreign securities are equity or debt securities issued by issuers outside the United States, and include securities in the form of American Depositary Receipts ("ADRs"), European Depositary Receipts ("EDRs"), or other securities representing underlying securities of foreign issuers. Depositary receipts are typically issued by a bank or trust company and evidence ownership of underlying securities issued by foreign corporations. For a discussion of ADRs and EDRs, please refer to "Description of the Fund and Its Investments and Risks - Investment Strategies and Risks - Foreign Investments - ADRs and EDRs" below. Investments by the Fund in foreign securities, whether denominated in U.S. dollars or foreign currencies, may entail all of the risks set forth below in addition to those accompanying as investment in U.S.-issued securities. Investments by the Fund in ADRs, EDRs or similar securities also may entail some or all of the risks described below, as well as risks set forth below 5 under "Description of the Fund and Its Investments and Risks - Investment Strategies and Risks - Foreign Investments - ADRs and EDRs". Currency Risk. The value of the Fund's foreign investments will be affected by changes in currency exchange rates. The U.S. dollar value of a foreign security decreases when the value of the U.S. dollar rises against the foreign currency in which the security is denominated, and increases when the value of the U.S. dollar falls against such currency. Political and Economic Risk. The economies of many of the countries in which the Fund may invest may not be as developed as the United States' economy and may be subject to significantly different forces. Political or social instability and developments, expropriation or confiscatory taxation, and limitations on the removal of funds or other assets could also adversely affect the value of the Fund's investments. Regulatory Risk. Foreign companies are not registered with the Securities and Exchange Commission ("SEC") and are generally not subject to the regulatory controls imposed on United States issuers and, as a consequence, there is generally less publicly available information about foreign securities than is available about domestic securities. Foreign companies may not be subject to uniform accounting, auditing and financial reporting standards, corporate governance practices and requirements comparable to those applicable to domestic companies. Therefore, financial information about foreign companies may be incomplete, or may not be comparable to the information available on U.S. companies. Income from foreign securities owned by the Fund may be reduced by a withholding tax at the source, which tax would reduce dividend income payable to the Fund's shareholders. Market Risk. The securities markets in many of the countries in which the Fund invests will have substantially less trading volume than the major United States markets. As a result, the securities of some foreign companies may be less liquid and experience more price volatility than comparable domestic securities. Increased custodian costs as well as administrative costs (such as the need to use foreign custodians) may be associated with the maintenance of assets in foreign jurisdictions. There is generally less government regulation and supervision of foreign stock exchanges, brokers and issuers which may make it difficult to enforce contractual obligations. In addition, transaction costs in foreign securities markets are likely to be higher, since brokerage commission rates in foreign countries are likely to be higher than in the United States. Risks of Developing Countries. The Fund may invest up to 5% of its total assets in securities of companies located in developing countries. Developing countries are those countries which are not included in the MSCI World Index. The Fund considers various factors when determining whether a company is in a developing country, including whether (1) it is organized under the laws of a developing country; (2) it has a principal office in a developing country; (3) it derives 50% or more of its total revenues from businesses in developing countries; or (4) its securities are traded principally on a stock exchange, or in an over-the-counter market, in a developing country. Investments in developing countries present risks greater than, and in addition to, those presented by investments in foreign issuers in general. A number of developing countries restrict, to varying degrees, foreign investment in stocks. Repatriation of investment income, capital, and the proceeds of sales by foreign investors may require governmental registration and/or approval in some developing countries. A number of the currencies of developing countries have experienced significant declines against the U.S. dollar in recent years, and devaluation may occur subsequent to investments in these currencies by the Fund. Inflation and rapid fluctuations in inflation rates have had and may continue to have negative effects on the economies and securities markets of certain developing countries. Many of the developing countries' securities markets are relatively small or less diverse, have low trading volumes, suffer periods of relative illiquidity, and are characterized by significant price volatility. There is a risk in developing countries that a future economic or political crisis could lead to price controls, forced mergers of companies, expropriation or confiscatory taxation, seizure, 6 nationalization, or creation of government monopolies, any of which may have a detrimental effect on the Fund's investments. FOREIGN GOVERNMENT OBLIGATIONS. The Fund may invest in debt securities of foreign governments. Debt securities issued by foreign governments are often, but not always, supported by the full faith and credit of the foreign governments, or their subdivisions, agencies or instrumentalities, that issue them. These securities involve the risks discussed above with respect to foreign securities. Additionally, the issuer of the debt or the governmental authorities that control repayment of the debt may be unwilling or unable to pay interest or repay principal when due. Political or economic changes or the balance of trade may affect a country's willingness or ability to service its debt obligations. Periods of economic uncertainty may result in the volatility of market prices of sovereign debt obligations, especially debt obligations issued by the governments of developing countries. Foreign government obligations of developing countries, and some structures of emerging market debt securities, both of which are generally below investment grade, are sometimes referred to as "Brady Bonds". FOREIGN EXCHANGE TRANSACTIONS. The Fund has authority to deal in foreign exchange between currencies of the different countries in which it will invest as a hedge against possible variations in the foreign exchange rates between those currencies. The Fund may commit the same percentage of its assets to foreign exchange hedges as it can invest in foreign securities. Foreign exchange transactions include direct purchases of futures contracts with respect to foreign currency, and contractual agreements to purchase or sell a specified currency at a specified future date (up to one year) at a price set at the time of the contract. Such contractual commitments may be forward currency contracts entered into directly with another party or exchange traded futures contracts. Foreign exchange transactions also include transactions conducted on a cash or "spot" basis at the spot rate for purchasing or selling currency in the foreign currency exchange markets. The Fund may utilize either specific transactions ("transaction hedging") or portfolio positions ("position hedging") to hedge foreign currency exposure through foreign exchange transactions. Transaction hedging is the purchase or sale of foreign currency with respect to specific receivables or payables of the Fund accruing in connection with the purchase or sale of its portfolio securities, the sale and redemption of shares of the Fund, or the payment of dividends and distributions by the Fund. Position hedging is the purchase or sale of foreign currency with respect to portfolio security positions (or underlying portfolio security positions, such as in an ADR) denominated or quoted in a foreign currency. There can be no guarantee that these investments will be successful. Additionally, foreign exchange transactions may involve some of the risks of investments in foreign securities. ADRS AND EDRS. ADRs are receipts typically issued by U.S. banks. ADRs are receipts for the shares of foreign corporations that are held by the bank issuing the receipt. An ADR entitles its holder to all dividends and capital gains on the underlying foreign securities, less any fees paid to the bank. Purchasing ADRs gives the Fund the ability to purchase the functional equivalent of foreign securities without going to the foreign securities markets to do so. ADRs are bought and sold in U.S. dollars, not foreign currencies. An ADR that is "sponsored" means that the foreign corporation whose shares are represented by the ADR is actively involved in the issuance of the ADR, and generally provides material information about the corporation to the U.S. market. An "unsponsored" ADR program means that the foreign corporation whose shares are held by the bank is not obligated to disclose material information in the United States, and, therefore, the market value of the ADR may not reflect important facts known only to the foreign company. Since they mirror their underlying foreign securities, ADRs generally have the same risks as investing directly in the underlying foreign securities. EDRs are similar to ADRs, except they are typically issued by European banks or trust companies. 7 Exchange Traded Funds EXCHANGE TRADED FUNDS. The Fund may purchase shares of exchange-traded funds ("ETFs"). Most ETFs are registered under the 1940 Act as investment companies. Therefore, the Fund's purchase of shares of an ETF may be subject to the restrictions on investments in other investment companies discussed under "Other Investment Companies." ETFs hold portfolios of securities, commodities and/or currencies that are designed to replicate, as closely as possible before expenses, the price and/or yield of (i) a specified market or other index, (ii) a basket of securities, commodities or currencies, or (iii) a particular commodity or currency. The performance results of ETFs will not replicate exactly the performance of the pertinent index, basket, commodity or currency due to transaction and other expenses, including fees to service providers, borne by ETFs. ETF shares are sold and redeemed at net asset value only in large blocks called creation units and redemption units, respectively. ETF shares also may be purchased and sold in secondary market trading on national securities exchanges, which allows investors to purchase and sell ETF shares at their market price throughout the day. Investments in ETFs generally present the same primary risks as an investment in a conventional mutual fund that has the same investment objective, strategy and policies. Investments in ETFs further involve the same risks associated with a direct investment in the commodity or currency, or in the types of securities, commodities and/or currencies included in the indices or baskets the ETFs are designed to replicate. In addition, shares of an ETF may trade at a market price that is higher or lower than their net asset value and an active trading market in such shares may not develop or continue. Moreover, trading of an ETF's shares may be halted if the listing exchange's officials deem such action to be appropriate, the shares are de-listed from the exchange, or the activation of market-wide "circuit breakers" (which are tied to large decreases in stock prices) halts stock trading generally. Finally, there can be no assurance that the portfolio of securities, commodities and/or currencies purchased by an ETF will replicate a particular index or basket or price of a commodity or currency. Debt Investments U.S. GOVERNMENT OBLIGATIONS. The Fund may invest in U.S. Government obligations. Obligations issued or guaranteed by the U.S. Government, its agencies and instrumentalities include bills, notes and bonds issued by the U.S. Treasury, as well as "stripped" or "zero coupon" U.S. Treasury obligations representing future interest or principal payments on U.S. Treasury notes or bonds. Stripped securities are sold at a discount to their "face value," and may exhibit greater price volatility than interest-bearing securities because investors receive no payment until maturity. Obligations of certain agencies and instrumentalities of the U.S. Government, such as the Government National Mortgage Association ("GNMA"), are supported by the full faith and credit of the U.S. Treasury; others, such as those of the Federal National Mortgage Association ("FNMA"), are supported by the right of the issuer to borrow from the U.S. Treasury. On September 6, 2008, the Federal Housing Finance Agency ("FHFA") placed FNMA and Federal Home Loan Mortgage Corporation ("FHLMC") into conservatorship, and FHFA succeeded to all rights, titles, powers and privileges of FNMA and FHLMC. The U.S. Treasury entered into a Senior Preferred Stock Purchase Agreement with each of FNMA and FHLMC pursuant to which the U.S. Treasury will purchase up to an aggregate of $100 billion of each of FNMA and FHLMC to maintain a positive net worth in each enterprise; this agreement contains various covenants that severely limit each enterprise's operation. The U.S. Treasury also announced the creation of a new secured lending facility that is available to FNMA and FHLMC as a liquidity backstop and announced the creation of a temporary program to purchase mortgage-backed securities issued by FNMA and FHLMC. FHFA has the power to repudiate any 8 contract entered into by FNMA or FHLMC prior to FHFA's appointment if FHFA determines that performance of the contract is burdensome and the repudiation of the contract promotes the orderly administration of FNMA's or FHLMC's affairs. FHFA has indicated that it has no intention to repudiate the guaranty obligations of FNMA or FHLMC. FHFA also has the right to transfer or sell any asset or liability of FNMA or FHLMC without any approval, assignment or consent, although FHFA has stated that is has no present intention to do so. In addition, holders of mortgage-backed securities issued by FNMA and FHLMC may not enforce certain rights related to such securities against FHFA, or the enforcement of such rights may be delayed, during the conservatorship. Other obligations of certain agencies and instrumentalities of the U.S. Government, such as the Federal Farm Credit Bureau ("FFCB"), are supported only by the credit of the instrumentality. The U.S. Government may choose not to provide financial support to U.S. Government-sponsored agencies or instrumentalities if it is not legally obligated to do so, in which case, if the issuer were to default, the Fund holding securities of such issuer might not be able to recover their investment from the U.S. Government. LIQUID ASSETS. The Fund may invest in liquid assets. For cash management purposes, the Fund may hold a portion of its assets in cash or cash equivalents, including shares of affiliated money market funds. In anticipation of or in response to adverse market or other conditions, or atypical circumstances such as unusually large cash inflows or redemptions, the Fund may temporarily hold all or a portion of its assets in cash, cash equivalents (including shares of affiliated money market funds) or high-quality debt instruments. As a result, the Fund may not achieve its investment objective. Cash equivalents include money market instruments (such as certificates of deposit, time deposits, bankers' acceptances from U.S. or foreign banks, and repurchase agreements), shares of affiliated money market funds or high-quality debt obligations (such as U.S. Government obligations, commercial paper, master notes and other short-term corporate instruments and municipal obligations. INVESTMENT GRADE CORPORATE DEBT OBLIGATIONS. The Fund may invest in U.S. dollar-denominated debt obligations issued or guaranteed by U.S. corporations or U.S. commercial banks, U.S. dollar-denominated obligations of foreign issuers and debt obligations of foreign issuers denominated in foreign currencies. Such debt obligations include, among others, bonds, notes, debentures and variable rate demand notes. In choosing corporate debt securities on behalf of a Fund, its portfolio managers may consider: (i) general economic and financial conditions; (ii) the specific issuer's (a) business and management, (b) cash flow, (c) earnings coverage of interest and dividends, (d) ability to operate under adverse economic conditions, (e) fair market value of assets, and (f) in the case of foreign issuers, unique political, economic or social conditions applicable to such issuer's country; and, (iii) other considerations deemed appropriate. Descriptions of debt securities ratings are found in Appendix A. Other Investments REAL ESTATE INVESTMENT TRUSTS ("REITS"). The Fund may invest in equity and/or debt securities issued by REITs. REITs are trusts that sell equity or debt securities to investors and use the proceeds to invest in real estate or interests therein. A REIT may focus on particular projects, such as apartment complexes, or geographic regions, such as the southeastern United States, or both. To the extent that the Fund has the ability to invest in REITs, the Fund could conceivably own real estate directly as a result of a default on the securities it owns. The Fund, therefore, may be subject to certain risks associated with the direct ownership of real estate 9 including difficulties in valuing and trading real estate, declines in the value of real estate, risks related to general and local economic conditions, adverse changes in the climate for real estate, environmental liability risks, increases in property taxes and operating expenses, changes in zoning laws, casualty or condemnation losses, limitations on rents, changes in neighborhood values, the appeal of properties to tenants, and increases in interest rates. In addition to the risks described above, equity REITs may be affected by any changes in the value of the underlying property owned by the trusts, while mortgage REITs may be affected by the quality of any credit extended. Equity and mortgage REITs are dependent upon management skill, are not diversified, and are therefore subject to the risk of financing single or a limited number of projects. Such trusts are also subject to heavy cash flow dependency, defaults by borrowers, self-liquidation, and the possibility of failing to maintain an exemption from the 1940 Act. Changes in interest rates may also affect the value of debt securities held by REITs. By investing in REITs indirectly through the Fund, a shareholder will bear not only his/her proportionate share of the expenses of the Fund, but also, indirectly, similar expenses of the REITs. OTHER INVESTMENT COMPANIES. The Fund may purchase shares of other investment companies. For the Fund, the 1940 Act imposes the following restrictions on investments in other investment companies: (i) the Fund may not purchase more than 3% of the total outstanding voting stock of another investment company; (ii) the Fund may not invest more than 5% of its total assets in securities issued by another investment company; and (iii) the Fund may not invest more than 10% of its total assets in securities issued by other investment companies. These restrictions do not apply to investments by the Fund in investment companies that are money market funds, including money market funds that have Invesco Aim or an affiliate of Invesco Aim as an investment advisor (the "Affiliated Money Market Funds"). With respect to the Fund's purchase of shares of another investment company, including an Affiliated Money Market Fund, the Fund will indirectly bear its proportionate share of the advisory fees and other operating expenses of such investment company. MASTER LIMITED PARTNERSHIPS ("MLPS"). The Fund may invest in MLPs. MLPs are securities through which the operating results of businesses are passed on to unitholders of MLPs. Operating earnings flow directly to the unitholders in the form of cash distributions. Although the characteristics of MLPs closely resemble a traditional limited partnership, a major difference is that MLPs may trade on a public exchange or in the over-the-counter market. The ability to trade on a public exchange or in the over-the-counter market provides a certain amount of liquidity not found in many limited partnership investments. INVESTMENTS IN ENTITIES WITH RELATIONSHIPS WITH THE FUNDS/ADVISOR. The Fund may invest in securities issued, sponsored or guaranteed by the following types of entities or their affiliates: (i) entities that sell shares of the AIM Funds; (ii) entities that rate or rank the AIM Funds; (iii) exchanges on which the AIM Funds buy or sell securities; and (iv) entities that provide services to the AIM Funds (e.g., custodian banks). The Fund will decide whether to invest in or sell securities issued by these entities based on the merits of the specific investment opportunity. Investment Techniques DELAYED DELIVERY TRANSACTIONS. The Fund may engage in delayed delivery transactions. Delayed delivery transactions, also referred to as forward commitments, involve commitments by the Fund to dealers or issuers to acquire or sell securities at a specified future date beyond the customary settlement for such securities. These commitments may fix the payment price and interest rate to be received or paid on the investment. The Fund may purchase securities on a delayed delivery basis to the extent it can anticipate having available cash on settlement date. Delayed delivery agreements will not be used as a speculative or leverage technique. 10 Investment in securities on a delayed delivery basis may increase the Fund's exposure to market fluctuation and may increase the possibility that the Fund will incur short-term gains subject to federal taxation or short-term losses if the Fund must engage in portfolio transactions in order to honor a delayed delivery commitment. Until the settlement date, the Fund will segregate liquid assets of a dollar value sufficient at all times to make payment for the delayed delivery transactions. Such segregated liquid assets will be marked-to-market daily, and the amount segregated will be increased if necessary to maintain adequate coverage of the delayed delivery commitments. No additional delayed delivery agreements or when-issued commitments (as described below) will be made by the Fund if, as a result, more than 25% of the Fund's total assets would become so committed. The delayed delivery securities, which will not begin to accrue interest or dividends until the settlement date, will be recorded as an asset of the Fund and will be subject to the risk of market fluctuation. The purchase price of the delayed delivery securities is a liability of the Fund until settlement. Absent extraordinary circumstances, the Fund will not sell or otherwise transfer the delayed delivery basis securities prior to settlement. The Fund may enter into buy/sell back transactions (a form of delayed delivery agreement). In a buy/sell back transaction, the Fund enters a trade to sell securities at one price and simultaneously enters a trade to buy the same securities at another price for settlement at a future date. WHEN-ISSUED SECURITIES. The Fund may purchase when-issued securities. Purchasing securities on a "when-issued" basis means that the date for delivery of and payment for the securities is not fixed at the date of purchase, but is set after the securities are issued. The payment obligation and, if applicable, the interest rate that will be received on the securities are fixed at the time the buyer enters into the commitment. The Fund will only make commitments to purchase such securities with the intention of actually acquiring such securities, but the Fund may sell these securities before the settlement date if it is deemed advisable. If the Fund purchases a when-issued security, the Fund will segregate liquid assets in an amount equal to the when-issued commitment. If the market value of such segregated assets declines, additional liquid assets will be segregated on a daily basis so that the market value of the segregated assets will equal the amount of the Fund's when-issued commitments. No additional delayed delivery agreements (as described above) or when-issued commitments will be made by the Fund if, as a result, more than 25% of the Fund's total assets would become so committed. Securities purchased on a when-issued basis and the securities held in the Fund's portfolio are subject to changes in market value based upon the public's perception of the creditworthiness of the issuer and, if applicable, changes in the level of interest rates. Therefore, if the Fund is to remain substantially fully invested at the same time that it has purchased securities on a when-issued basis, there will be a possibility that the market value of the Fund's assets will fluctuate to a greater degree. Furthermore, when the time comes for the Fund to meet its obligations under when-issued commitments, the Fund will do so by using then available cash flow, by sale of the segregated liquid assets, by sale of other securities or, although it would not normally expect to do so, by directing the sale of the when-issued securities themselves (which may have a market value greater or less than the Fund's payment obligation). Investment in securities on a when-issued basis may increase the Fund's exposure to market fluctuation and may increase the possibility that the Fund will incur short-term gains subject to federal taxation or short-term losses if the Fund must sell another security in order to honor a when-issued commitment. SHORT SALES. The Fund may engage in short sales. A short sale is effected when it is believed that the price of a particular security will decline, and involves the sale of a security 11 which the Fund does not own in the hope of purchasing the same security at a later date at a lower price. To make delivery to the buyer, the Fund must borrow the security from a broker-dealer through which the short sale is executed, and the broker-dealer delivers the securities, on behalf of the Fund, to the buyer. The broker-dealer is entitled to retain the proceeds from the short sale until the Fund delivers the securities sold short to the broker-dealer. In addition, the Fund is required to pay to the broker-dealer the amount of any dividends paid on shares sold short and may have to pay a premium to borrow the securities. To secure its obligation to deliver the securities sold short to the broker-dealer, the Fund may be required to deposit cash or liquid securities with the broker in addition to the proceeds from the short sale to meet necessary margin requirements. In addition, the Fund will place in a segregated account with the Fund's custodian an amount of cash or liquid securities equal to the difference, if any, between the current market value of the securities sold short and any cash or liquid securities deposited as collateral with the broker-dealer in connection with the short sale. The amounts deposited with the broker-dealer or segregated with the custodian do not have the effect of limiting the amount of money that the Fund may lose on a short sale. The Fund is said to have a short position in the securities sold short until it delivers to the broker-dealer the securities sold short, at which time the Fund receives the proceeds of the sale. The Fund will normally close out a short position by purchasing on the open market and delivering to the broker-dealer an equal amount of the securities sold short. The Fund will realize a gain if the price of a security declines between the date of the short sale and the date on which the Fund purchases a security to replace the borrowed security. On the other hand, the Fund will incur a loss if the price of the security increases between those dates. The amount of any gain will be decreased and the amount of any loss increased by any premium or interest that the Fund may be required to pay in connection with a short sale. It should be noted that possible losses from short sales differ from those that could arise from a cash investment in a security in that losses from a short sale may be limitless, while the losses from a cash investment in a security cannot exceed the total amount of the Fund's investment in the security. For example, if the Fund purchases a $10 security, potential loss is limited to $10; however, if the Fund sells a $10 security short, it may have to purchase the security for return to the broker-dealer when the market value of that security is $50, thereby incurring a loss of $40. The Fund may also make short sales "against the box," meaning that at all times when a short position is open the Fund owns an equal amount of such securities or securities convertible into or exchangeable for, without payment of any further consideration, securities of the same issue as, and in an amount equal to, the securities sold short. To secure its obligation to deliver the securities sold short against the box, the Fund will segregate with its custodian an equal amount of the securities sold short or securities convertible into or exchangeable for an equal amount of such securities. The Fund will not sell a security short if, as a result of such short sale, the aggregate market value of all securities sold short exceeds 10% of the Fund's total assets. In addition to enabling the Fund to hedge against market risk, short sales and short sales "against the box" may afford the Fund an opportunity to earn additional current income to the extent the Fund is able to enter into arrangements with broker-dealers though which the short sales are executed to receive income with respect to the proceeds of the short sales during the period the Fund's short positions remain open. There is no assurance that the Fund will be able to enter into such arrangements. See "Dividends, Distributions and Tax Matters - Tax Matters - Determination of Taxable Income of a Regulated Investment Company." 12 MARGIN TRANSACTIONS. The Fund will not purchase any security on margin, except that the Fund may obtain such short-term credits as may be necessary for the clearance of purchases and sales of portfolio securities. The payment by the Fund of initial or variation margin in connection with futures or related options transactions will not be considered the purchase of a security on margin. INTERFUND LOANS. The Fund may lend uninvested cash up to [15%] of its net assets to other funds advised by Invesco Aim (the "AIM Funds") and the Fund may borrow from other AIM Funds to the extent permitted under the Fund's investment restrictions. During temporary or emergency periods, the percentage of the Fund's net assets that may be loaned to other AIM Funds may be increased as permitted by the SEC. If any interfund borrowings are outstanding, a Fund cannot make any additional investments. If a Fund has borrowed from other AIM Funds and has aggregate borrowings from all sources that exceed 10% of the Fund's total assets, such Fund will secure all of its loans from other AIM Funds. The ability of the Fund to lend its securities to other AIM Funds is subject to certain other terms and conditions. BORROWING. The Fund may borrow money to a limited extent for temporary or emergency purposes. If there are unusually heavy redemptions because of changes in interest rates or for any other reason, the Fund may have to sell a portion of its investment portfolio at a time when it may be disadvantageous to do so. Selling fund securities under these circumstances may result in a lower net asset value per share or decreased dividend income, or both. The Trust believes that, in the event of abnormally heavy redemption requests, the Fund's borrowing ability would help to mitigate any such effects and could make the forced sale of their portfolio securities less likely. LENDING PORTFOLIO SECURITIES. The Fund may lend its portfolio securities (principally to broker-dealers) where such loans are callable at any time and are continuously secured by segregated collateral equal to no less than the market value, determined daily, of the loaned securities. Such collateral will be cash, letters of credit, or debt securities issued or guaranteed by the U.S. Government or any of its agencies. The Fund may lend portfolio securities to the extent of one-third of its total assets. The Fund will not have the right to vote securities while they are being lent, but it can call a loan in anticipation of an important vote. The Fund would receive income in lieu of dividends on loaned securities and may, at the same time, generate income on the loan collateral or on the investment of any cash collateral. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund could experience delays and costs in recovering securities loaned or gaining access to the collateral. If the Fund is not able to recover the securities loaned, the Fund may sell the collateral and purchase a replacement security in the market. Lending securities entails a risk of loss to the Fund if and to the extent that the market value of the loaned securities increases and the collateral is not increased accordingly, or in the event of a default by the borrower. The Fund could also experience delays and costs in gaining access to the collateral. Any cash received as collateral for loaned securities will be invested, in accordance with the Fund's investment guidelines, in short-term money market instruments or Affiliated Money Market Funds. For purposes of determining whether the Fund is complying with its investment policies, strategies and restrictions, the Fund will consider the loaned securities as assets of the Fund, but will not consider any collateral received as the Fund asset. The Fund will bear any loss on the investment of cash collateral. REPURCHASE AGREEMENTS. The Fund may engage in repurchase agreement transactions. Repurchase agreements are agreements under which the Fund acquires ownership of a security from a broker-dealer or bank that agrees to repurchase the security at a 13 mutually agreed upon time and price (which is higher than the purchase price), thereby determining the yield during the Fund's holding period. The Fund may, however, enter into a "continuing contract" or "open" repurchase agreement under which the seller is under a continuing obligation to repurchase the underlying securities from the Fund on demand and the effective interest rate is negotiated on a daily basis. Repurchase agreements are considered loans by the Fund under the 1940 Act. If the seller of a repurchase agreement fails to repurchase the security in accordance with the terms of the agreement, the Fund might incur expenses in enforcing its rights, and could experience losses, including a decline in the value of the underlying security and loss of income. The securities underlying a repurchase agreement will be marked-to-market every business day so that the value of such securities is at least equal to the investment value of the repurchase agreement, including any accrued interest thereon. The Fund may invest its cash balance in joint accounts with other AIM Funds for the purpose of investing in repurchase agreements with maturities not to exceed 60 days, and in certain other money market instruments with remaining maturities not to exceed 90 days. ILLIQUID SECURITIES. The Fund may invest up to 15% of its net assets in securities that are illiquid, including repurchase agreements with, in absence of certain demand features, remaining maturities in excess of seven (7) days. Illiquid securities are securities that cannot be disposed of within seven days in the normal course of business at the price at which they are valued. Illiquid securities may include securities that are subject to restrictions on resale because they have not been registered under the Securities Act of 1933 (the "1933 Act"). Restricted securities may, in certain circumstances, be resold pursuant to Rule 144A under the 1933 Act, and thus may or may not constitute illiquid securities. Limitations on the resale of restricted securities may have an adverse effect on their marketability, which may prevent the Fund from disposing of them promptly at reasonable prices. The Fund may have to bear the expense of registering such securities for resale, and the risk of substantial delays in effecting such registrations. RULE 144A SECURITIES. The Fund may invest in Rule 144A securities. Rule 144A securities are securities which, while privately placed, are eligible for purchase and resale pursuant to Rule 144A under the 1933 Act. This Rule permits certain qualified institutional buyers, such as the Fund, to trade in privately placed securities even though such securities are not registered under the 1933 Act. Invesco Aim and/or Sub-Advisors, under the supervision of the Board, will consider whether securities purchased under Rule 144A are illiquid and thus subject to the Fund's restriction on investment in illiquid securities. Determination of whether a Rule 144A security is liquid or not is a question of fact. In making this determination Invesco Aim and/or Sub-Advisors will consider the trading markets for the specific security taking into account the unregistered nature of a Rule 144A security. In addition, Invesco Aim and/or Sub-Advisors could consider the (i) frequency of trades and quotes; (ii) number of dealers and potential purchasers; (iii) dealer undertakings to make a market; and (iv) nature of the security and of market place trades (for example, the time needed to dispose of the security, the method of soliciting offers and the mechanics of transfer). Invesco Aim and/or Sub-Advisors will also monitor the liquidity of Rule 144A securities and, if as a result of changed conditions, Invesco Aim and/or Sub-Advisors determines that a Rule 144A security is no longer liquid, Invesco Aim and/or Sub-Advisors will review the Fund's holdings of illiquid securities to determine what, if any, action is required to assure that the Fund complies with its restriction on investment in illiquid securities. Investing in Rule 144A securities could increase the amount of the Fund's investments in illiquid securities if qualified institutional buyers are unwilling to purchase such securities. UNSEASONED ISSUERS. The Fund, may invest in the securities of unseasoned issuers. Investments in the equity securities of companies having less than three years' continuous 14 operations (including operations of any predecessor) involve more risk than investments in the securities of more established companies because unseasoned issuers have only a brief operating history and may have more limited markets and financial resources. As a result, securities of unseasoned issuers tend to be more volatile than securities of more established companies. Derivatives PUT AND CALL OPTIONS. The Fund may engage in certain strategies involving options to attempt to manage the risk of its investments or, in certain circumstances, for investment (e.g., as a substitute for investing in securities). Option transactions present the possibility of large amounts of exposure, which may result in the Fund's net asset value being more sensitive to changes in the value of the related investment. Call Options: A call option gives the purchaser the right to buy the underlying security, contract or foreign currency at the stated exercise price at any time prior to the expiration of the option (or on a specified date if the option is a European style option), regardless of the market price or exchange rate of the security, contract or foreign currency, as the case may be, at the time of exercise. If the purchaser exercises the call option, the writer of a call option is obligated to sell to and deliver the underlying security, contract or foreign currency to the purchaser of the call option. Put Options: A put option gives the purchaser the right to sell the underlying security, contract or foreign currency at the stated exercise price at any time prior to the expiration date of the option (or on a specified date if the option is a European style option), regardless of the market price or exchange rate of the security, contract or foreign currency, as the case may be, at the time of exercise. If the purchaser exercises the put option, the writer of a put option is obligated to buy the underlying security, contract or foreign currency. The premium paid to the writer is consideration for undertaking the obligations under the option contract. Until an option expires or is offset, the option is said to be "open." When an option expires or is offset, the option is said to be "closed." Listed Options and Over-The-Counter Options. Options may be either listed on an exchange or traded in over-the-counter ("OTC") markets. Listed options are third-party contracts (i.e., performance of the obligations of the purchaser and seller are guaranteed by the exchange or clearing corporation) and have standardized strike prices and expiration dates. OTC options are two-party contracts with negotiated strike prices and expiration dates. The Fund will not purchase an OTC option unless it believes that daily valuations for such options are readily obtainable. OTC options differ from exchange-traded options in that OTC options are transacted with dealers directly and not through a clearing corporation (which guarantees performance). Consequently, there is a risk of non-performance by the dealer. Since no exchange is involved, OTC options are valued on the basis of an average of the last bid prices obtained from dealers, unless a quotation from only one dealer is available, in which case only that dealer's price will be used. In the case of OTC options, there can be no assurance that a liquid secondary market will exist for any particular option at any specific time. Because purchased OTC options in certain cases may be difficult to dispose of in a timely manner, the Fund may be required to treat some or all of these options (i.e., the market value) as illiquid securities. Although the Fund will enter into OTC options only with dealers that are expected to be capable of entering into closing transactions with it, there is no assurance that the Fund will in fact be able to close out an OTC option position at a favorable price prior to expiration. In the event of insolvency of the dealer, the Fund might be unable to close out an OTC option position at any time prior to its expiration. Index Options. Index options (or options on securities indices) are similar in many respects to options on securities, except that an index option gives the holder the right to receive, upon exercise, cash instead of securities, if the closing level of the securities index upon which the option is based is greater than, in the case of a call, or less than, in the case of a put, the 15 exercise price of the option. The amount of cash is equal to the difference between the closing price of the index and the exercise price of the call or put times a specified multiple (the "multiplier"), which determines the total dollar value for each point of such difference. The risks of investment in index options may be greater than options on securities. Because index options are settled in cash, when the Fund writes a call on an index it cannot provide in advance for its potential settlement obligations by acquiring and holding the underlying securities. The Fund can offset some of the risk of writing a call index option by holding a diversified portfolio of securities similar to those on which the underlying index is based. However, the Fund cannot, as a practical matter, acquire and hold a portfolio containing exactly the same securities as underlie the index and, as a result, bears a risk that the value of the securities held will not be perfectly correlated with the value of the index. Writing Options. The Fund may write put and call options in an attempt to realize, through the receipt of premiums, a greater current return than would be realized on the underlying security, contract, or foreign currency alone. The Fund may only write a call option on a security if it owns an equal amount of such securities or securities convertible into, or exchangeable, without payment of any further consideration, for securities of the same issue as, and equal in amount to, the securities subject to the call option. In return for the premium received for writing a call option, the Fund foregoes the opportunity for profit from a price increase in the underlying security, contract, or foreign currency above the exercise price so long as the option remains open, but retains the risk of loss should the price of the security, contract, or foreign currency decline. The Fund may write a put option without owning the underlying security if it covers the option as described in the section "Cover." The Fund may only write a put option on a security as part of an investment strategy and not for speculative purposes. In return for the premium received for writing a put option, the Fund assumes the risk that the price of the underlying security, contract, or foreign currency will decline below the exercise price, in which case the put would be exercised and the Fund would suffer a loss. If an option that the Fund has written expires, it will realize a gain in the amount of the premium; however, such gain may be offset by a decline in the market value of the underlying security, contract or currency during the option period. If a call option is exercised, the Fund will realize a gain or loss from the sale of the underlying security, contract or currency, which will be increased or offset by the premium received. The Fund would write a put option at an exercise price that, reduced by the premium received on the option, reflects the price it is willing to pay for the underlying security, contract or currency. The obligation imposed upon the writer of an option is terminated upon the expiration of the option, or such earlier time at which the Fund effects a closing purchase transaction by purchasing an option (put or call as the case may be) identical to that previously sold. Writing call options can serve as a limited hedge because declines in the value of the hedged investment would be offset to the extent of the premium received for writing the option. Closing transactions may be effected in order to realize a profit on an outstanding call option, to prevent an underlying security, contract or currency from being called or to permit the sale of the underlying security, contract or currency. Furthermore, effecting a closing transaction will permit a Fund to write another call option on the underlying security, contract or currency with either a different exercise price or expiration date, or both. Pursuant to federal securities rules and regulations, if the Fund writes options it may be required to set aside assets to reduce the risks associated with writing those options. This process is described in more detail below in the section "Cover." The Fund will not write (sell) options if, immediately after such sale, the aggregate value of securities or obligations underlying the outstanding options exceeds 20% of the Fund's total 16 assets. The Fund will not purchase options if, at the time of the investment, the aggregate premiums paid for the options will exceed 5% of the Fund's total assets. Purchasing Options. The Fund may purchase a call option for the purpose of acquiring the underlying security, contract or currency for its portfolio. The Fund is not required to own the underlying security in order to purchase a call option, and may only cover the transaction with cash, liquid assets and/or short-term debt securities. Utilized in this fashion, the purchase of call options would enable the Fund to acquire the security, contract or currency at the exercise price of the call option plus the premium paid. So long as it holds such a call option, rather than the underlying security or currency itself, the Fund is partially protected from any unexpected increase in the market price of the underlying security, contract or currency. If the market price does not exceed the exercise price, the Fund could purchase the security on the open market and could allow the call option to expire, incurring a loss only to the extent of the premium paid for the option. The Fund may also purchase call options on underlying securities, contracts or currencies against which it has written other call options. For example, where the Fund has written a call option on an underlying security, rather than entering a closing transaction of the written option, it may purchase a call option with a different exercise strike and/or expiration date that would eliminate some or all of the risk associated with the written call. Used in combinations, these strategies are commonly referred to as "call spreads." The Fund may only purchase a put option on an underlying security, contract or currency ("protective put") owned by the Fund in order to protect against an anticipated decline in the value of the security, contract or currency. Such hedge protection is provided only during the life of the put option. The premium paid for the put option and any transaction costs would reduce any profit realized when the security, contract or currency is delivered upon the exercise of the put option. Conversely, if the underlying security, contract or currency does not decline in value, the option may expire worthless and the premium paid for the protective put would be lost. The Fund may also purchase put options on underlying securities, contracts or currencies against which it has written other put options. For example, where the Fund has written a put option on an underlying security, rather than entering a closing transaction of the written option, it may purchase a put option with a different exercise price and/or expiration date that would eliminate some or all of the risk associated with the written put. Used in combinations, these strategies are commonly referred to as "put spreads." Likewise, the Fund may write call options on underlying securities, contracts or currencies against which it has purchased protective put options. This strategy is commonly referred to as a "collar." Straddles. The Fund, for hedging purposes, may write straddles (combinations of put and call options on the same underlying security) to adjust the risk and return characteristics of the Fund's overall position. A possible combined position would involve writing a covered call option at one strike price and buying a call option at a lower price, in order to reduce the risk of the written covered call option in the event of a substantial price increase. Because combined options positions involve multiple trades, they result in higher transaction costs and may be more difficult to open and close out. General Information Regarding Options: The value of an option position will reflect, among other things, the current market value of the underlying investment, the time remaining until expiration, the relationship of the exercise price to the market price of the underlying investment, the price volatility of the underlying investment and general market and interest rate conditions. Options that expire unexercised have no value. A Fund may effectively terminate its right or obligation under an option by entering into a closing transaction. For example, a Fund may terminate its obligation under a call or put option that it had written by purchasing an identical call or put option, which is known as a closing purchase transaction. Conversely, a Fund may terminate a position in a put or call option it had purchased by writing an identical put or call option, which is known as a closing sale transaction. 17 Closing transactions permit the Fund to realize profits or limit losses on an option position prior to its exercise or expiration. WARRANTS. The Fund may purchase warrants. A warrant is a security that gives the holder the right to purchase securities from the issuer at a specific price within a certain time frame and are similar to call options. The main difference between warrants and call options is that warrants are issued by the company that will issue the underlying security, whereas options are not issued by the company. The purchaser of a warrant expects that the market price of the security will exceed the purchase price of the warrant plus the exercise price of the warrant, thus giving him a profit. Since the market price may never exceed the exercise price before the expiration date of the warrant, the purchaser of the warrant risks the loss of the purchase price of the warrant. Warrants generally trade in the open market and may be sold rather than exercised. Warrants are sometimes sold in unit form with other securities of an issuer. Units of warrants and common stock are often employed to finance young, unseasoned companies. The purchase price of a warrant varies with the exercise price of the warrant, the current market value of the underlying security, the life of the warrant and various other investment factors. FUTURES CONTRACTS. A Futures Contract is a two-party agreement to buy or sell a specified amount of a specified security or currency (or delivery of a cash settlement price, in the case of an index future) for a specified price at a designated date, time and place (collectively, "Futures Contracts"). Common examples of Futures Contracts that the Fund may engage in include, but are not limited to: Index Futures: A stock index Futures Contract is an exchange-traded contract that provides for the delivery, at a designated date, time and place, of an amount of cash equal to a specified dollar amount times the difference between the stock index value at the close of trading on the contracts and the price agreed upon in the Futures Contract; no physical delivery of stocks comprising the index is made. Interest Rate Futures: An interest-rate futures contract is an exchange-traded contact in which the specified underlying security is either an interest-bearing fixed income security or an inter-bank deposit. Two examples of common interest rate futures contracts are U.S. Treasury futures and Eurodollar futures contracts. The specified security for U.S. Treasury futures is a U.S. Treasury security. The specified security for Eurodollar futures is the London Interbank Offered Rate ("Libor") which is a daily reference rate based on the interest rates at which banks offer to lend unsecured funds to other banks in the London wholesale money market. Security Futures: A security futures contract is an exchange-traded contract to purchase or sell in the future a specified quantity of a security, other than a Treasury security, or a narrow-based securities index at a certain price. Presently, the only available security futures contracts use shares of a single equity security as the specified security. Currency Futures: A currency futures contract is an exchange-traded contract to buy or sell a particular currency at a specified price at some time in the future (commonly three months or more). Currency futures contracts are highly volatile, with a relatively small price movement potentially resulting in substantial gains or losses to the Fund. Additionally, the Fund may lose money on currency futures if changes in the currency rates do not occur as anticipated. The Fund will only enter into Futures Contracts that are traded (either domestically or internationally) on futures exchanges and are standardized as to maturity date and underlying financial instrument. Futures exchanges and trading thereon in the United States are regulated under the Commodity Exchange Act and by the Commodity Futures Trading Commission ("CFTC"). Foreign futures exchanges and trading thereon are not regulated by the CFTC and are not subject to the same regulatory controls. For a further discussion of the risks associated with 18 investments in foreign securities, see "Foreign Investments" above. It should be noted that the Trust, on behalf of the Fund, has claimed an exclusion from the definition of the term "commodity pool operator" under the Commodity Exchange Act and, therefore, is not subject to registration or regulation as a pool operator under the act with respect to the Fund. Brokerage fees are incurred when a Futures Contract is bought or sold, and margin deposits must be maintained at all times when a Futures Contract is outstanding. "Margin" with respect to Futures Contracts is the amount of funds that must be deposited by the Fund in order to initiate Futures Contracts trading and maintain its open positions in Futures Contracts. A margin deposit made when the Futures Contract is entered ("initial margin") is intended to ensure the Fund's performance under the Futures Contract. The margin required for a particular Futures Contract is set by the exchange on which the Futures Contract is traded and may be significantly modified from time to time by the exchange during the term of the Futures Contract. Subsequent payments, called "variation margin," received from or paid to the futures commission merchant through which the Fund entered into the Futures Contract will be made on a daily basis as the price of the underlying security, currency, index or futures price fluctuates making the Futures Contract more or less valuable, a process known as marking-to-market. Closing out an open Futures Contract is effected by entering into an offsetting Futures Contract for the same aggregate amount of the identical financial instrument or currency and the same delivery date. There can be no assurance, however, that the Fund will be able to enter into an offsetting transaction with respect to a particular Futures Contract at a particular time. If the Fund is not able to enter into an offsetting transaction, it will continue to be required to maintain the margin deposits on the Futures Contract. In addition, if the Fund were unable to liquidate a Futures Contract or an option on a Futures Contract position due to the absence of a liquid secondary market or the imposition of price limits, it could incur substantial losses. The Fund would continue to be subject to market risk with respect to the position. In addition, except in the case of purchased options, the Fund would continue to be required to make daily variation margin payments and might be required to maintain the position being hedged by the Futures Contract or option or to maintain cash or securities in a segregated account. OPTIONS ON FUTURES CONTRACTS. Options on Futures Contracts are similar to options on securities or currencies except that options on Futures Contracts give the purchaser the right, in return for the premium paid, to assume a position in a Futures Contract (a long position if the option is a call and a short position if the option is a put) at a specified exercise price at any time during the period of the option. Upon exercise of the option, the delivery of the Futures Contract position by the writer of the option to the holder of the option will be accompanied by delivery of the accumulated balance in the writer's Futures Contract margin account. The Fund currently may not invest in any security (including futures contracts or options thereon) that is secured by physical commodities. Pursuant to federal securities laws and regulations, the Fund's use of Futures Contracts and options on Futures Contracts may require the Fund to set aside assets to reduce the risks associated with using Futures Contracts and options on Futures Contracts. This process is described in more detail below in the section "Cover." LIMITATIONS ON FUTURES CONTRACTS AND OPTIONS ON FUTURES CONTRACTS AND ON CERTAIN OPTIONS ON CURRENCIES. The Fund will enter into Futures Contracts for hedging purposes only; that is, Futures Contracts will be sold to protect against a decline in the price of securities or currencies that the Fund owns, or Futures Contracts will be purchased to protect the Fund against an increase in the price of securities or currencies it has committed to purchase or expects to purchase. 19 COVER. Certain transactions including, but not limited to, credit default swaps, forward currency contracts, futures contracts and options (other than options purchased by the Fund) expose the Fund to an obligation to another party. The Fund will not enter into any such transactions unless, in addition to complying with all the restrictions noted in the disclosure above, it owns either (1) an offsetting position in securities, currencies, or other options, forward currency contracts, or futures contracts or (2) cash, liquid assets and/or short-term debt securities with a value sufficient at all times to cover its potential obligations not covered as provided in (1) above. The Fund will comply with SEC guidelines regarding cover for these instruments and, if the guidelines so require, set aside cash or liquid assets. To the extent that a credit default swap, futures contract, forward currency contract or option is deemed to be illiquid, the assets used to cover the Fund's obligation will also be treated as illiquid for purposes of determining the Fund's maximum allowable investment in illiquid securities. To the extent that a purchased option is deemed illiquid, the Fund will treat the market value of the purchased option (i.e., the amount at risk to the Fund) as illiquid, but will not treat the assets used as cover on such transactions as illiquid. Assets used as cover cannot be sold while the position in the corresponding position is open unless they are replaced with other appropriate assets. If a large portion of the Fund's assets is used for cover or otherwise set aside, it could affect portfolio management or the Fund's ability to meet redemption requests or other current obligations. GENERAL RISKS OF HEDGING STRATEGIES. The use by the Fund of hedging strategies involves special considerations and risks, as described below. (1) Successful use of hedging transactions depends upon Invesco Aim's and the Sub-Advisors' ability to correctly predict the direction of changes in the value of the applicable markets and securities, contracts and/or currencies. While Invesco Aim and the Sub-Advisors are experienced in the use of these instruments, there can be no assurance that any particular hedging strategy will succeed. (2) In a hedging transaction, there might be imperfect correlation, or even no correlation, between the price movements of an instrument (such as an option contract) and the price movements of the investments being hedged. For example, if a "protective put" is used to hedge a potential decline in a security and the security does decline in price, the put option's increased value may not completely offset the loss in the underlying security. Such a lack of correlation might occur due to factors unrelated to the value of the investments being hedged, such as changing interest rates, market liquidity, and speculative or other pressures on the markets in which the hedging instrument is traded. (3) Hedging strategies, if successful, can reduce risk of loss by wholly or partially offsetting the negative effect of unfavorable price movements in the investments being hedged. However, hedging strategies can also reduce opportunity for gain by offsetting the positive effect of favorable price movements in the hedged investments. (4) There is no assurance that the Fund will use hedging transactions. For example, if the Fund determines that the cost of hedging will exceed the potential benefit to the Fund, the Fund will not enter into such transaction. 20 FUND POLICIES FUNDAMENTAL RESTRICTIONS. The Fund is subject to the following investment restrictions, which may be changed only by a vote of the Fund's outstanding shares. Fundamental restrictions may be changed only by a vote of the lesser of (i) 67% or more of the Fund's shares present at a meeting if the holders of more than 50% of the outstanding shares are present in person or represented by proxy, or (ii) more than 50% of the Fund's outstanding shares. Any investment restriction that involves a maximum or minimum percentage of securities or assets (other than with respect to borrowing) shall not be considered to be violated unless an excess over or a deficiency under the percentage occurs immediately after, and is caused by, an acquisition or disposition of securities or utilization of assets by the Fund. (1) Purchase the securities of issuers conducting their principal business activity in the same industry if, immediately after the purchase and as a result thereof, the value of the Fund's investments in that industry would equal or exceed 25% of the current value of the Fund's total assets, provided that this restriction does not limit the Fund's investments in securities issued or guaranteed by the U.S. Government, its agencies or instrumentalities, investments in securities of other investment companies, municipal securities or repurchase agreements; (2) Purchase securities of any issuer if, as a result, with respect to 75% of the Fund's total assets, more than 5% of the value of its total assets would be invested in the securities of anyone issuer or the Fund's ownership would be more than 10% of the outstanding voting securities of such issuer, provided that this restriction does not limit the Fund's investments in securities issued or guaranteed by the U.S. Government, its agencies and instrumentalities, or investments in securities of other investment companies; (3) Borrow money, except to the extent permitted under the 1940 Act, including the rules, regulations and any orders obtained thereunder; (4) Issue senior securities, except to the extent permitted under the 1940 Act, including the rules, regulations and any orders obtained thereunder; (5) Make loans to other parties if, as a result, the aggregate value of such loans would exceed one-third of the Fund's total assets. For the purposes of this limitation, entering into repurchase agreements, lending securities and acquiring any debt securities are not deemed to be the making of loans; (6) Underwrite securities of other issuers, except to the extent that the purchase of permitted investments directly from the issuer thereof or from an underwriter for an issuer and the later disposition of such securities in accordance with the Fund's investment program may be deemed to be an underwriting; (7) Purchase or sell real estate unless acquired as a result of ownership of securities or other instruments (but this shall not prevent the Fund from investing in securities or other instruments backed by real estate or securities of companies engaged in the real estate business); nor (8) Purchase or sell commodities, provided that (i) currency will not be deemed to be a commodity for purposes of this restriction, (ii) this restriction does not limit the purchase or sale of futures contracts, forward contracts or options, and (iii) this restriction does not limit the purchase or sale of securities or other instruments backed by commodities or the purchase or sale of commodities acquired as a result of ownership of securities or other instruments. The investment restrictions set forth above provides the Fund with the ability to operate under new interpretations of the 1940 Act or pursuant to exemptive relief from the SEC without receiving prior shareholder approval of the change. Even though the Fund has this 21 flexibility, the Board has adopted non-fundamental restrictions for the Fund relating to certain of these restrictions which Invesco Aim and, when applicable, the Sub-Advisors must follow in managing the Fund. Any changes to these non-fundamental restrictions, which are set forth below, require the approval of the Board. NON-FUNDAMENTAL RESTRICTIONS. The following non-fundamental investment restrictions apply to the Fund. They may be changed without approval of the Fund's voting securities. (1) The Fund may not invest or hold more than 15% of the Fund's net assets in illiquid securities. For this purpose, illiquid securities include, among others, (a) securities that are illiquid by virtue of the absence of a readily available market or legal or contractual restrictions on resale, (b) fixed time deposits that are subject to withdrawal penalties and that have maturities of more than seven days, and (c) repurchase agreements not terminable within seven days. (2) The Fund may invest in futures or options contracts regulated by the Commodity Futures Trading Commission ("CFTC") for (i) bona fide hedging purposes within the meaning of the rules of the CFTC and (ii) for other purposes if, as a result, no more than 5% of the Fund's net assets would be invested in initial margin and premiums (excluding amounts "in-the-money") required to establish the contracts. (3) The Fund may lend securities from its portfolio to approved brokers, dealers and financial institutions, to the extent permitted under the 1940 Act, including the rules, regulations and exemptions thereunder, which currently limit such activities to one-third of the value of a Fund's total assets (including the value of the collateral received). Any such loans of portfolio securities will be fully collateralized based on values that are marked-to-market daily. (4) The Fund may not make investments for the purpose of exercising control or management, provided that this restriction does not limit the Fund's investments in securities of other investment companies or investments in entities created under the laws of foreign countries to facilitate investment in securities of that country. (5) The Fund may not purchase securities on margin (except for short-term credits necessary for the clearance of transactions). (6) The Fund may not sell securities short, unless it owns or has the right to obtain securities equivalent in kind and amount to the securities sold short (short sales "against the box"), and provided that transactions in futures contracts and options are not deemed to constitute selling securities short. In addition, the Fund has a non-fundamental policy in place to provide shareholders with at least 60 days' notice of any change to the Fund's non-fundamental investment policy to invest at least 80% of its assets in a diversified portfolio of common stocks of publicly-traded, U.S. companies. If a percentage restriction on the investment or use of assets set forth in the Prospectus or this SAI is adhered to at the time a transaction is effected, later changes in percentage resulting from changing asset values will not be considered a violation. It is the intention of the Fund, unless otherwise indicated, that with respect to the Fund's policies that are a result of application of law, the Fund will take advantage of the flexibility provided by rules or interpretations of the SEC currently in existence or promulgated in the future, or changes to such laws. TEMPORARY DEFENSIVE POSITIONS In anticipation of or in response to adverse market or other conditions, or atypical circumstances such as unusually large cash inflows or redemptions, the Fund may temporarily 22 hold all or a portion of their assets in cash, cash equivalents or high-quality debt instruments (including shares of Affiliated Money Market Funds). POLICIES AND PROCEDURES FOR DISCLOSURE OF FUND HOLDINGS The Board has adopted policies and procedures with respect to the disclosure of the Fund's portfolio holdings (the "Holdings Disclosure Policy"). Invesco Aim and the Board may amend the Holdings Disclosure Policy at any time without prior notice. Details of the Holdings Disclosure Policy and a description of the basis on which employees of Invesco Aim and its affiliates may release information about portfolio securities in certain contexts are provided below. PUBLIC RELEASE OF PORTFOLIO HOLDINGS. The Fund discloses the following portfolio holdings information on http://www.invescoaim.com(1):
APPROXIMATE DATE OF INFORMATION REMAINS INFORMATION WEBSITE POSTING POSTED ON WEBSITE --------------------------------- ---------------------------------- ----------------------------- Top ten holdings as of month- end 15 days after month-end Until replaced with the following month's top ten holdings Select holdings included in the 29 days after calendar quarter-end Until replaced with the Fund's Quarterly Performance following quarter's Quarterly Update Performance Update Complete portfolio holdings as of 30 days after calendar quarter-end For one year calendar quarter-end Complete portfolio holdings as of 60-70 days after fiscal For one year fiscal quarter-end quarter-end
These holdings are listed along with the percentage of the Fund's net assets they represent. Generally, employees of Invesco Aim and its affiliates may not disclose such portfolio holdings until one day after they have been posted on http://www.invescoaim.com. You may also obtain the publicly available portfolio holdings information described above by contacting us at 1-800-959-4246. SELECTIVE DISCLOSURE OF PORTFOLIO HOLDINGS PURSUANT TO NON-DISCLOSURE AGREEMENT. Employees of Invesco Aim and its affiliates may disclose non-public full portfolio holdings on a selective basis only if the Internal Compliance Controls Committee (the "ICCC") of Invesco Aim Management approves the parties to whom disclosure of non-public full portfolio holdings will be made. The ICCC must determine that the proposed selective disclosure will be made for legitimate business purposes of the applicable Fund and address any perceived conflicts of interest between shareholders of such Fund and Invesco Aim or its affiliates as part of granting its approval. The Board exercises continuing oversight of the disclosure of Fund portfolio holdings by (1) overseeing the implementation and enforcement of the Holdings Disclosure Policy and the AIM Funds Code of Ethics by the Chief Compliance Officer (or his designee) of Invesco Aim and the AIM Funds and (2) considering reports and recommendations by the Chief Compliance Officer concerning any material compliance matters (as defined in Rule 38a-1 under the 1940 Act and Rule 206(4)-7 under the Investment Advisers Act of 1940, as amended) that may arise in connection with the Holdings Disclosure Policy. Pursuant to the Holdings Disclosure Policy, the Board reviews the types of situations in which Invesco Aim provides selective disclosure and ---------- (1) To locate the Fund's portfolio holdings information on http://www.invescoaim.com, click on the Products and Performance tab, then click on the Mutual Funds link, then click on the Fund Overview link and select the Fund from the drop down menu. Links to the Fund's portfolio holdings are located in the upper right side of this website page. 23 approves situations involving perceived conflicts of interest between shareholders of the applicable Fund and Invesco Aim or its affiliates brought to the Board's attention by Invesco Aim. Invesco Aim discloses non-public full portfolio holdings information to the following persons in connection with the day-to-day operations and management of the AIM Fund: - Attorneys and accountants; - Securities lending agents; - Lenders to the AIM Funds; - Rating and rankings agencies; - Persons assisting in the voting of proxies; - AIM Funds' custodians; - The AIM Funds' transfer agent(s) (in the event of a redemption in kind); - Pricing services, market makers, or other persons who provide systems or software support in connection with AIM Funds' operations (to determine the price of securities held by an AIM Fund); - Financial printers; - Brokers identified by the AIM Funds' portfolio management team who provide execution and research services to the team; and - Analysts hired to perform research and analysis to the AIM Funds' portfolio management team. In many cases, Invesco Aim will disclose current portfolio holdings on a daily basis to these persons. In these situations, Invesco Aim has entered into non-disclosure agreements which provide that the recipient of the portfolio holdings will maintain the confidentiality of such portfolio holdings and will not trade on such information ("Non-disclosure Agreements"). Please refer to Appendix B for a list of examples of persons to whom Invesco Aim provides non-public portfolio holdings on an ongoing basis. Invesco Aim will also disclose non-public portfolio holdings information if such disclosure is required by applicable laws, rules or regulations, or by regulatory authorities having jurisdiction over Invesco Aim and its affiliates or the Fund. The Holdings Disclosure Policy provides that Invesco Aim will not request, receive or accept any compensation (including compensation in the form of the maintenance of assets in any Fund or other mutual fund or account managed by Invesco Aim or one of its affiliates) for the selective disclosure of portfolio holdings information. DISCLOSURE OF CERTAIN PORTFOLIO HOLDINGS AND RELATED INFORMATION WITHOUT NON-DISCLOSURE AGREEMENT. Invesco Aim and its affiliates that provide services to the Fund, the Sub-Advisors and each of their employees may receive or have access to portfolio holdings as part of the day to day operations of the Fund. From time to time, employees of Invesco Aim and its affiliates may express their views orally or in writing on one or more of the Fund's portfolio securities or may state that the Fund has recently purchased or sold, or continues to own, one or more securities. The securities subject to these views and statements may be ones that were purchased or sold since the Fund's most recent quarter-end and therefore may not be reflected on the list of the Fund's most recent quarter-end portfolio holdings disclosed on the website. Such views and statements may be made to various persons, including members of the press, brokers and other financial intermediaries that sell shares of the Fund, shareholders in the Fund, persons considering investing in the Fund or representatives of such shareholders or potential shareholders, such as fiduciaries of a 401(k) plan or a trust and their advisers, and other entities for which Invesco Aim or its affiliates provides or may provide investment advisory services. The nature and content of the views and statements provided to each of these persons may differ. 24 From time to time, employees of Invesco Aim and its affiliates also may provide oral or written information ("portfolio commentary") about the Fund, including, but not limited to, how the Fund's investments are divided among various sectors, industries, countries, investment styles and capitalization sizes, and among stocks, bonds, currencies and cash, security types, bond maturities, bond coupons and bond credit quality ratings. This portfolio commentary may also include information on how these various weightings and factors contributed to Fund performance. Invesco Aim may also provide oral or written information ("statistical information") about various financial characteristics of the Fund or its underlying portfolio securities including, but not limited to, alpha, beta, R-squared, coefficient of determination, duration, maturity, information ratio, sharpe ratio, earnings growth, payout ratio, price/book value, projected earnings growth, return on equity, standard deviation, tracking error, weighted average quality, market capitalization, percent debt to equity, price to cash flow, dividend yield or growth, default rate, portfolio turnover, and risk and style characteristics. This portfolio commentary and statistical information about the Fund may be based on the Fund's portfolio as of the most recent quarter-end or the end of some other interim period, such as month-end. The portfolio commentary and statistical information may be provided to various persons, including those described in the preceding paragraph. The nature and content of the information provided to each of these persons may differ. DISCLOSURE OF PORTFOLIO HOLDINGS BY TRADERS. Additionally, employees of Invesco Aim and its affiliates may disclose one or more of the portfolio securities of the Fund when purchasing and selling securities through broker-dealers, requesting bids on securities, obtaining price quotations on securities, or in connection with litigation involving the Fund's portfolio securities. Invesco Aim does not enter into formal Non-disclosure Agreements in connection with these situations; however, the Fund would not continue to conduct business with a person who Invesco Aim believed was misusing the disclosed information. DISCLOSURE OF PORTFOLIO HOLDINGS OF OTHER INVESCO AIM-MANAGED PRODUCTS. Invesco Aim and its affiliates manage products sponsored by companies other than Invesco Aim, including investment companies, offshore funds, and separate accounts. In many cases, these other products are managed in a similar fashion to certain AIM Funds (as defined herein) and thus have similar portfolio holdings. The sponsors of these other products managed by Invesco Aim and its affiliates may disclose the portfolio holdings of their products at different times than Invesco Aim discloses portfolio holdings for the AIM Funds. Invesco Aim provides portfolio holdings information for portfolios of AIM Variable Insurance Funds (the "Insurance Funds") to insurance companies whose variable annuity and variable life insurance accounts invest in the Insurance Funds ("Insurance Companies"). Invesco Aim may disclose portfolio holdings information for the Insurance Funds to Insurance Companies with which Invesco Aim has entered into Non-disclosure Agreements up to five days prior to the scheduled dates for Invesco Aim's disclosure of similar portfolio holdings information for other AIM Funds on http://www.invescoaim.com. Invesco Aim provides portfolio holdings information for the Insurance Funds to such Insurance Companies to allow them to disclose this information on their websites at approximately the same time that Invesco Aim discloses portfolio holdings information for the other AIM Funds on its website. Invesco Aim manages the Insurance Funds in a similar fashion to certain other AIM Funds and thus the Insurance Funds and such other AIM Funds have similar portfolio holdings. Invesco Aim does not disclose the portfolio holdings information for the Insurance Funds on its website, and not all Insurance Companies disclose this information on their websites. 25 MANAGEMENT OF THE TRUST BOARD OF TRUSTEES The Trustees have the authority to take all actions necessary in connection with the business affairs of the Trust. The Trustees, among other things, approve the investment objectives, policies and procedures for the Fund. The Trust enters into agreements with various entities to manage the day-to-day operations of the Fund, including the Fund's investment advisers, administrator, transfer agent, distributor and custodians. The Trustees are responsible for selecting these service providers, and approving the terms of their contracts with the Fund. On an ongoing basis, the Trustees exercise general oversight of these service providers. Certain trustees and officers of the Trust are affiliated with Invesco Aim and Invesco Aim Management, the parent corporation of Invesco Aim. All of the Trust's executive officers hold similar offices with some or all of the other AIM Funds. MANAGEMENT INFORMATION The trustees and officers of the Trust, their principal occupations during the last five years and certain other information concerning them are set forth in Appendix C. The standing committees of the Board are the Audit Committee, the Compliance Committee, the Governance Committee, the Investments Committee, the Valuation, Distribution and Proxy Oversight Committee and the Special Market Timing Litigation Committee (the "Committees). The members of the Audit Committee are Messrs. James T. Bunch (Vice Chair), Bruce L. Crockett, Lewis F. Pennock, Dr. Larry Soll and Raymond Stickel, Jr. (Chair). The Audit Committee's primary purposes are to: (i) oversee qualifications and performance of the independent registered public accountants; (ii) appoint independent registered public accountants for the Fund; (iii) pre-approve all permissible audit and non-audit services that are provided to the Fund by their independent registered public accountants to the extent required by Section 10A(h) and (i) of the Exchange Act; (iv) pre-approve, in accordance with Rule 2-01(c)(7)(ii) of Regulation S-X, certain non-audit services provided by the Fund's independent registered public accountants to the Fund's investment advisor and certain other affiliated entities; (v) review the audit and tax plans prepared by the independent registered public accountants; (vi) review the Fund's audited financial statements; (vii) review the process that management uses to evaluate and certify disclosure controls and procedures in Form N-CSR; (viii) review the process for preparation and review of the Fund's shareholder reports; (ix) review certain tax procedures maintained by the Fund (x) review modified or omitted officer certifications and disclosures; (xi) review any internal audits of the Fund; (xii) establish procedures regarding questionable accounting or auditing matters and other alleged violations; (xiii) set hiring policies for employees and proposed employees of the Fund who are employees or former employees of the independent registered public accountants; and (xiv) remain informed of (a) the Fund's accounting systems and controls, (b) regulatory changes and new accounting pronouncements that affect the Fund's net asset value calculations and financial statement reporting requirements, and (c) communications with regulators regarding accounting and financial reporting matters that pertain to the Fund. During the fiscal year ended October 31, 2008, the Audit Committee held five meetings. The members of the Compliance Committee are Messrs. Frank S. Bayley, Crockett (Chair), Albert R. Dowden (Vice Chair) and Stickel. The Compliance Committee is responsible for: (i) recommending to the Board and the independent trustees the appointment, compensation and removal of the Fund's Chief Compliance Officer; (ii) recommending to the independent trustees the appointment, compensation and removal of the Fund's Senior Officer appointed pursuant to the terms of the Assurances of Discontinuance entered into by the New York Attorney 26 General, Invesco Aim and INVESCO Funds Group, Inc. ("IFG"); (iii) recommending to the independent trustees the appointment and removal of Invesco Aim's independent Compliance Consultant (the "Compliance Consultant") and reviewing the report prepared by the Compliance Consultant upon its compliance review of Invesco Aim (the "Report") and any objections made by Invesco Aim with respect to the Report; (iv) reviewing any report prepared by a third party who is not an interested person of Invesco Aim, upon the conclusion by such third party of a compliance review of Invesco Aim; (v) reviewing all reports on compliance matters from the Fund's Chief Compliance Officer, (vi) reviewing all recommendations made by the Senior Officer regarding Invesco Aim's compliance procedures, (vii) reviewing all reports from the Senior Officer of any violations of state and federal securities laws, the Colorado Consumer Protection Act, or breaches of Invesco Aim's fiduciary duties to Fund shareholders and of Invesco Aim's Code of Ethics; (viii) overseeing all of the compliance policies and procedures of the Fund and their service providers adopted pursuant to Rule 38a-1 of the 1940 Act; (ix) from time to time, reviewing certain matters related to redemption fee waivers and recommending to the Board whether or not to approve such matters; (x) receiving and reviewing quarterly reports on the activities of Invesco Aim's Internal Compliance Controls Committee; (xi) reviewing all reports made by Invesco Aim's Chief Compliance Officer; (xii) reviewing and recommending to the independent trustees whether to approve procedures to investigate matters brought to the attention of Invesco Aim's ombudsman; (xiii) risk management oversight with respect to the Fund and, in connection therewith, receiving and overseeing risk management reports from Invesco Ltd. ("Invesco") that are applicable to the Fund or their service providers; and (xiv) overseeing potential conflicts of interest that are reported to the Compliance Committee by Invesco Aim, the Chief Compliance Officer, the Senior Officer and/or the Compliance Consultant. During the fiscal year ended October 31, 2008, the Compliance Committee held seven meetings. The members of the Governance Committee are Messrs. Bob R. Baker, Bayley, Dowden (Chair), Jack M. Fields (Vice Chair), Carl Frischling and Dr. Prema Mathai-Davis. The Governance Committee is responsible for: (i) nominating persons who will qualify as independent trustees for (a) election as trustees in connection with meetings of shareholders of the Fund that are called to vote on the election of trustees, (b) appointment by the Board as trustees in connection with filling vacancies that arise in between meetings of shareholders; (ii) reviewing the size of the Board, and recommending to the Board whether the size of the Board shall be increased or decreased; (iii) nominating the Chair of the Board; (iv) monitoring the composition of the Board and each committee of the Board, and monitoring the qualifications of all trustees; (v) recommending persons to serve as members of each committee of the Board (other than the Compliance Committee), as well as persons who shall serve as the chair and vice chair of each such committee; (vi) reviewing and recommending the amount of compensation payable to the independent trustees; (vii) overseeing the selection of independent legal counsel to the independent trustees; (viii) reviewing and approving the compensation paid to independent legal counsel to the independent trustees; (ix) reviewing and approving the compensation paid to counsel and other advisers, if any, to the Committees of the Board; and (x) reviewing as they deem appropriate administrative and/or logistical matters pertaining to the operations of the Board. The Governance Committee will consider nominees recommended by a shareholder to serve as trustees, provided: (i) that such person is a shareholder of record at the time he or she submits such names and is entitled to vote at the meeting of shareholders at which trustees will be elected; and (ii) that the Governance Committee or the Board, as applicable, shall make the final determination of persons to be nominated. During the fiscal year ended October 31, 2008, the Governance Committee held seven meetings. Notice procedures set forth in the Trust's bylaws require that any shareholder of the Fund desiring to nominate a trustee for election at a shareholder meeting must submit to the Trust's Secretary the nomination in writing not later than the close of business on the later of the 90th day prior to such shareholder meeting or the tenth day following the day on which public 27 announcement is made of the shareholder meeting and not earlier than the close of business on the 120th day prior to the shareholder meeting. The members of the Investments Committee are Messrs. Baker (Vice Chair), Bayley (Chair), Bunch, Crockett, Dowden, Fields, Martin L. Flanagan, Frischling, Pennock, Stickel, Philip A. Taylor and Drs. Mathai-Davis (Vice Chair) and Soll (Vice Chair). The Investments Committee's primary purposes are to: (i) assist the Board in its oversight of the investment management services provided by Invesco Aim and the Sub-Advisors; and (ii) review all proposed and existing advisory, sub-advisory and distribution arrangements for the Fund, and to recommend what action the full Boards and the independent trustees take regarding the approval of all such proposed arrangements and the continuance of all such existing arrangements. During the fiscal year ended October 31, 2008, the Investments Committee held six meetings. The Investments Committee has established three Sub-Committees. The Sub-Committees are responsible for: (i) reviewing the performance, fees and expenses of the Fund that has been assigned to a particular Sub-Committee (for each Sub-Committee, the "Designated Funds"), unless the Investments Committee takes such action directly; (ii) reviewing with the applicable portfolio managers from time to time the investment objective(s), policies, strategies and limitations of the Designated Funds; (iii) evaluating the investment advisory, sub-advisory and distribution arrangements in effect or proposed for the Designated Funds, unless the Investments Committee takes such action directly; (iv) being familiar with the registration statements and periodic shareholder reports applicable to their Designated Funds; and (v) such other investment-related matters as the Investments Committee may delegate to the Sub-Committee from time to time. The members of the Valuation, Distribution and Proxy Oversight Committee are Messrs. Baker, Bunch, Fields, Frischling (Chair), Pennock (Vice Chair), Taylor and Drs. Mathai-Davis and Soll. The primary purposes of the Valuation, Distribution and Proxy Oversight Committee are: (a) to address issues requiring action or oversight by the Board of the AIM Funds (i) in the valuation of the AIM Funds' portfolio securities consistent with the Pricing Procedures, (ii) in oversight of the creation and maintenance by the principal underwriters of the AIM Funds of an effective distribution and marketing system to build and maintain an adequate asset base and to create and maintain economies of scale for the AIM Funds, (iii) in the review of existing distribution arrangements for the AIM Funds under Rule 12b-1 and Section 15 of the 1940 Act, and (iv) in the oversight of proxy voting on portfolio securities of the Funds; and (b) to make regular reports to the full Boards of the AIM Funds. The Valuation, Distribution and Proxy Oversight Committee is responsible for: (a) with regard to valuation, (i) developing an understanding of the valuation process and the Pricing Procedures, (ii) reviewing the Pricing Procedures and making recommendations to the full Board with respect thereto, (iii) reviewing the reports described in the Pricing Procedures and other information from Invesco Aim regarding fair value determinations made pursuant to the Pricing Procedures by Invesco Aim's internal valuation committee and making reports and recommendations to the full Board with respect thereto, (iv) receiving the reports of Invesco Aim's internal valuation committee requesting approval of any changes to pricing vendors or pricing methodologies as required by the Pricing Procedures and the annual report of Invesco Aim evaluating the pricing vendors, approving changes to pricing vendors and pricing methodologies as provided in the Pricing Procedures, and recommending annually the pricing vendors for approval by the full Board; (v) upon request of Invesco Aim, assisting Invesco Aim's internal valuation committee or the full Board in resolving particular fair valuation issues; (vi) reviewing the reports described in the Procedures for Determining the Liquidity of Securities (the "Liquidity Procedures") and other information from Invesco Aim regarding liquidity determinations made pursuant to the Liquidity Procedures by Invesco Aim and making reports and recommendations to the full Board with respect thereto, and (vii) overseeing actual or potential conflicts of interest by investment personnel or others that could affect their input or recommendations regarding pricing 28 or liquidity issues; (b) with regard to distribution, (i) developing an understanding of mutual fund distribution and marketing channels and legal, regulatory and market developments regarding distribution, (ii) reviewing periodic distribution and marketing determinations and annual approval of distribution arrangements and making reports and recommendations to the full Board with respect thereto, and (iii) reviewing other information from the principal underwriters to the AIM Funds regarding distribution and marketing of the AIM Funds and making recommendations to the full Board with respect thereto; and (c) with regard to proxy voting, (i) overseeing the implementation of the Proxy Voting Guidelines (the "Guidelines") and the Proxy Policies and Procedures (the "Proxy Procedures") by Invesco Aim and the Sub-Advisors, reviewing the Quarterly Proxy Voting Report and making recommendations to the full Board with respect thereto, (ii) reviewing the Guidelines and the Proxy Procedures and information provided by Invesco Aim and the Sub-Advisors regarding industry developments and best practices in connection with proxy voting and making recommendations to the full Board with respect thereto, and (iii) in implementing its responsibilities in this area, assisting Invesco Aim in resolving particular proxy voting issues. The Valuation, Distribution and Proxy Oversight Committee was formed effective January 1, 2008. It succeeded to the Valuation Committee which existed prior to 2008. During the fiscal year ended October 31, 2008, the Valuation, Distribution and Proxy Oversight Committee held six meetings. The members of the Special Market Timing Litigation Committee are Messrs. Bayley, Bunch (Chair) Crockett and Dowden (Vice Chair). The Special Market Timing Litigation Committee is responsible: (i) for receiving reports from time to time from management, counsel for management, counsel for the AIM Funds and special counsel for the independent trustees, as applicable, related to (a) the civil lawsuits, including purported class action and shareholder derivative suits, that have been filed against the AIM Funds concerning alleged excessive short term trading in shares of the AIM Funds ("market timing") and (b) the civil enforcement actions and investigations related to market timing activity in the AIM Funds that were settled with certain regulators, including without limitation the SEC, the New York Attorney General and the Colorado Attorney General, and for recommending to the independent trustees what actions, if any, should be taken by the AIM Funds in light of all such reports; (ii) for overseeing the investigation(s) on behalf of the independent trustees by special counsel for the independent trustees and the independent trustees' financial expert of market timing activity in the AIM Funds, and for recommending to the independent trustees what actions, if any, should be taken by the AIM Funds in light of the results of such investigation(s); (iii) for (a) reviewing the methodology developed by Invesco Aim's Independent Distribution Consultant (the "Distribution Consultant") for the monies ordered to be paid under the settlement order with the SEC, and making recommendations to the independent trustees as to the acceptability of such methodology and (b) recommending to the independent trustees whether to consent to any firm with which the Distribution Consultant is affiliated entering into any employment, consultant, attorney-client, auditing or other professional relationship with Invesco Aim, or any of its present or former affiliates, directors, officers, employees or agents acting in their capacity as such for the period of the Distribution Consultant's engagement and for a period of two years after the engagement; and (iv) for taking reasonable steps to ensure that any AIM Fund which the Special Market Timing Litigation Committee determines was harmed by improper market timing activity receives what the Special Market Timing Litigation Committee deems to be full restitution. During the fiscal year ended October 31, 2008, the Special Market Timing Litigation Committee did not hold any meetings. Trustee Ownership of Fund Shares The dollar range of equity securities beneficially owned by each trustee (i) in the Fund and (ii) on an aggregate basis, in all registered investment companies overseen by the trustee within the AIM Funds complex is set forth in Appendix C. COMPENSATION 29 Each trustee who is not affiliated with Invesco Aim is compensated for his or her services according to a fee schedule which recognizes the fact that such trustee also serves as a trustee of other AIM Funds. Each such trustee receives a fee, allocated among the AIM Funds for which he or she serves as a trustee, which consists of an annual retainer component and a meeting fee component. The Chair of the Board and Chairs and Vice Chairs of certain committees receive additional compensation for their services. Information regarding compensation paid or accrued for each trustee of the Trust who was not affiliated with Invesco Aim during the year ended December 31, 2008 is found in Appendix D. Retirement Plan For Trustees The trustees have adopted a retirement plan for the trustees of the Trust who are not affiliated with Invesco Aim. The trustees have also adopted a retirement policy that permits each non-Invesco Aim-affiliated trustee to serve until December 31 of the year in which the trustee turns 75. A majority of the trustees may extend from time to time the retirement date of a trustee. Annual retirement benefits are available to each non-Invesco Aim-affiliated trustee of the Trust and/or the other AIM Funds (each, a "Covered Fund") who became a trustee prior to December 1, 2008 and has at least five years of credited service as a trustee (including service to a predecessor fund) for a Covered Fund. Effective January 1, 2006, for retirements after December 31, 2005, the retirement benefits will equal 75% of the trustee's annual retainer paid to or accrued by any Covered Fund for such trustee during the twelve-month period prior to retirement, including the amount of any retainer deferred under a separate deferred compensation agreement between the Covered Fund and the trustee. The amount of the annual retirement benefit does not include additional compensation paid for Board meeting fees or compensation paid to the Chair of the Board and the Chairs and Vice Chairs of certain Board committees, whether such amounts are paid directly to the trustee or deferred. The annual retirement benefit is payable in quarterly installments for a number of years equal to the lesser of (i) sixteen years or (ii) the number of such trustee's credited years of service. If a trustee dies prior to receiving the full amount of retirement benefits, the remaining payments will be made to the deceased trustee's designated beneficiary for the same length of time that the trustee would have received the payments, based on his or her service or if the trustee has elected, in a discounted lump sum payment. A trustee must have attained the age of 65 (60 in the event of death or disability) to receive any retirement benefit. A trustee may make an irrevocable election to commence payment of retirement benefits upon retirement from the Board before age 72; in such a case, the annual retirement benefit is subject to a reduction for early payment. Deferred Compensation Agreements Messrs. Crockett, Edward K. Dunn, Jr. (a former trustee), Fields and Frischling and Drs. Mathai-Davis and Soll (for purposes of this paragraph only, the "Deferring Trustees") have each executed a Deferred Compensation Agreement (collectively, the "Compensation Agreements"). Pursuant to the Compensation Agreements, the Deferring Trustees have the option to elect to defer receipt of up to 100% of their compensation payable by the Trust, and such amounts are placed into a deferral account and deemed to be invested in one or more AIM Funds selected by the Deferring Trustees. Distributions from the Deferring Trustees' deferral accounts will be paid in cash, generally in equal quarterly installments over a period of five or ten years (depending on the Compensation Agreement) beginning on the date selected under the Compensation Agreement. If a Deferring Trustee dies prior to the distribution of amounts in his or her deferral account, the balance of the deferral account will be distributed to his or her designated beneficiary. The Compensation Agreements are not funded, and, with respect to the payments of amounts held in the deferral accounts, the Deferring Trustees have the status of 30 unsecured creditors of the Trust and of each other AIM Fund from which they are deferring compensation. Purchases of Class A Shares of the Funds at Net Asset Value The trustees and other affiliated persons of the Trust may purchase Class A shares of the AIM Funds without paying an initial sales charge. Invesco Aim Distributors permits such purchases because there is a reduced sales effort involved in sales to such purchasers, thereby resulting in relatively low expenses of distribution. For a complete description of the persons who will not pay an initial sales charge on purchases of Class A shares of the AIM Funds, see "Purchase, Redemption and Pricing of Shares - Purchase and Redemption of Shares - Purchases of Class A Shares, Class A3 Shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund and AIM Cash Reserve Shares of AIM Money Market Fund - Purchases of Class A Shares at Net Asset Value." CODE OF ETHICS Invesco Aim, the Trust, Invesco Aim Distributors and the Sub-Advisors have adopted a Code of Ethics which applies to all AIM Fund trustees and officers, and employees of Invesco Aim, the Sub-Advisors and their affiliates, and governs, among other things, personal trading activities of such persons. The Code of Ethics is intended to address conflicts of interest with the Trust that may arise from personal trading, including personal trading in most of the funds within The AIM Family of Funds--Registered Trademark--. Personal trading, including personaL trading involving securities that may be purchased or held by a fund within The AIM Family of Funds--Registered Trademark--, iS permitted under the Code subject to certain restrictions; however, employees are required to pre-clear security transactions with the Compliance Officer or a designee and to report transactions on a regular basis. PROXY VOTING POLICIES The Board has delegated responsibility for decisions regarding proxy voting for securities held by the Fund to Invesco Aim, the Fund's investment advisor. Invesco Aim will vote such proxies in accordance with its proxy policies and procedures, which have been reviewed by the Board, and which are found in Appendix E. Any material changes to the proxy policies and procedures will be submitted to the Board for approval. The Board will be supplied with a summary quarterly report of the Fund's proxy voting record. Once the Fund commences operations, information regarding how the Fund voted proxies related to their portfolio securities during the 12 months ended June 30, 2009 will be available, without charge, at our website, http://www.invescoaim.com. This information is also available at the SEC website, http://www.sec.gov. CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES Information about the ownership of each class of the Fund's shares by beneficial or record owners of the Fund and by trustees and officers as a group is found in Appendix F. A shareholder who owns beneficially 25% or more of the outstanding shares of the Fund is presumed to "control" that Fund. 31 INVESTMENT ADVISORY AND OTHER SERVICES INVESTMENT ADVISOR Invesco Aim, the Fund's investment advisor, was organized in 1976, and along with its subsidiaries, manages or advises over 225 investment portfolios encompassing a broad range of investment objectives. Invesco Aim is a direct, wholly owned subsidiary of Invesco Aim Management, a holding company that has been engaged in the financial services business since 1976. Invesco Aim Management is an indirect, wholly owned subsidiary of Invesco. Invesco and its subsidiaries are an independent global investment management group. Certain of the directors and officers of Invesco Aim are also executive officers of the Trust and their affiliations are shown under "Management Information" herein. As investment advisor, Invesco Aim supervises all aspects of the Fund's operations and provides investment advisory services to the Fund. Invesco Aim obtains and evaluates economic, statistical and financial information to formulate and implement investment programs for the Fund. The Master Investment Advisory Agreement ("Advisory Agreement") provides that, in fulfilling its responsibilities, Invesco Aim may engage the services of other investment managers with respect to the Fund. The investment advisory services of Invesco Aim are not exclusive and Invesco Aim is free to render investment advisory services to others, including other investment companies. Invesco Aim is also responsible for furnishing to the Fund, at Invesco Aim's expense, the services of persons believed to be competent to perform all supervisory and administrative services required by the Fund, in the judgment of the trustees, to conduct their respective businesses effectively, as well as the offices, equipment and other facilities necessary for their operations. Such functions include the maintenance of the Fund's accounts and records, and the preparation of all requisite corporate documents such as tax returns and reports to the SEC and shareholders. The Advisory Agreement provides that the Fund will pay or cause to be paid all expenses of the Fund not assumed by Invesco Aim, including, without limitation: brokerage commissions, taxes, legal, auditing or governmental fees, custodian, transfer and shareholder service agent costs, expenses of issue, sale, redemption, and repurchase of shares, expenses of registering and qualifying shares for sale, expenses relating to trustee and shareholder meetings, the cost of preparing and distributing reports and notices to shareholders, the fees and other expenses incurred by the Trust on behalf of the Fund in connection with membership in investment company organizations, and the cost of printing copies of prospectuses and statements of additional information distributed to the Fund's shareholders. Invesco Aim, at its own expense, furnishes to the Trust office space and facilities. Invesco Aim furnishes to the Trust all personnel for managing the affairs of the Trust and each of its series of shares. Pursuant to its Advisory Agreement with the Trust, Invesco Aim receives a monthly fee from the Fund calculated at the annual rates indicated in the second column below, based on the average daily net assets of the Fund during the year. The Fund allocates advisory fees to a class based on the relative net assets of each class. Invesco Aim may from time to time waive or reduce its fee. Voluntary fee waivers or reductions may be rescinded at any time without further notice to investors. During periods of voluntary fee waivers or reductions, Invesco Aim will retain its ability to be reimbursed for such fee prior to the end of each fiscal year. Contractual fee waivers or reductions set forth in the Fee Table in a Prospectus may not be terminated or amended to the Fund's detriment during the period stated in the agreement between Invesco Aim and the Fund. 32 Invesco Aim has contractually agreed through at least June 30, 2009, to waive advisory fees payable by the Fund in an amount equal to 100% of the advisory fee Invesco Aim receives from the Affiliated Money Market Funds as a result of the Fund's investment of uninvested cash in the Affiliated Money Market Funds. See "Description of the Fund and Its Investments and Risks - Investment Strategies and Risks - Other Investments - Other Investment Companies." INVESTMENT SUB-ADVISORS Invesco Aim has entered into a Master Intergroup Sub-Advisory Contract (the "Sub-Advisory Agreement") with certain affiliates to serve as sub-advisors to the Fund, pursuant to which these affiliated sub-advisors may be appointed by Invesco Aim from time to time to provide discretionary investment management services, investment advice, and/or order execution services to the Fund. These affiliated sub-advisors, each of which is a registered investment advisor under the Investment Advisers Act of 1940 are: Invesco Asset Management Deutschland GmbH ("Invesco Deutschland"); Invesco Asset Management Limited ("Invesco Asset Management"); Invesco Asset Management (Japan) Limited ("Invesco Japan"); Invesco Australia Limited ("Invesco Australia"); Invesco Global Asset Management (N.A.), Inc. ("Invesco Global"); Invesco Hong Kong Limited ("Invesco Hong Kong"); Invesco Institutional (N.A.), Inc. ("Invesco Institutional"); Invesco Senior Secured Management, Inc. ("Invesco Senior Secured"); and Invesco Trimark Ltd. ("Invesco Trimark"); (each a "Sub-Advisor" and collectively, the "Sub-Advisors"). Invesco Aim and each Sub-Advisor are indirect wholly owned subsidiaries of Invesco. It is anticipated that, on or about the fourth quarter of 2009, Invesco Aim, Invesco Global and Invesco Institutional will be renamed Invesco Advisers, Inc. The combined entity will serve as the Fund's investment adviser. Invesco Advisers, Inc. will provide substantially the same services as are currently provided by the three existing separate entities. Further information about this combination will be posted on http://www.invescoaim.com on or about the closing date of the transaction. The only fees payable to the Sub-Advisors under the Sub-Advisory Agreement are for providing discretionary investment management services. For such services, Invesco Aim will pay each Sub-Advisor a fee, computed daily and paid monthly, equal to (i) 40% of the monthly compensation that Invesco Aim receives from the Trust, multiplied by (ii) the fraction equal to the net assets of such Fund as to which such Sub-Advisor shall have provided discretionary investment management services for that month divided by the net assets of such Fund for that month. Pursuant to the Sub-Advisory Agreement, this fee is reduced to reflect contractual or voluntary fee waivers or expense limitations by Invesco Aim, if any, in effect from time to time. In no event shall the aggregate monthly fees paid to the Sub-Advisors under the Sub-Advisory Agreement exceed 40% of the monthly compensation that Invesco Aim receives from the Trust 33 pursuant to its advisory agreement with the Trust, as reduced to reflect contractual or voluntary fees waivers or expense limitations by Invesco Aim, if any. PORTFOLIO MANAGERS Appendix G contains the following information regarding the portfolio managers identified in the Fund's prospectus: - The dollar range of the managers' investments in the Fund. - A description of the managers' compensation structure. - Information regarding other accounts managed by the manager and potential conflicts of interest that might arise from the management of multiple accounts. SECURITIES LENDING ARRANGEMENTS If the Fund engages in securities lending, Invesco Aim will provide the Fund investment advisory services and related administrative services. The Advisory Agreement describes the administrative services to be rendered by Invesco Aim if the Fund engages in securities lending activities, as well as the compensation Invesco Aim may receive for such administrative services. Services to be provided include: (a) overseeing participation in the securities lending program to ensure compliance with all applicable regulatory and investment guidelines; (b) assisting the securities lending agent or principal (the "agent") in determining which specific securities are available for loan; (c) monitoring the agent to ensure that securities loans are effected in accordance with Invesco Aim's instructions and with procedures adopted by the Board; (d) preparing appropriate periodic reports for, and seeking appropriate approvals from, the Board with respect to securities lending activities; (e) responding to agent inquiries; and (f) performing such other duties as may be necessary. Invesco Aim's compensation for advisory services rendered in connection with securities lending is included in the advisory fee schedule. As compensation for the related administrative services Invesco Aim will provide, a lending Fund will pay Invesco Aim a fee equal to 25% of the net monthly interest or fee income retained or paid to the Fund from such activities. Invesco Aim currently waives such fee, and has agreed to seek Board approval prior to its receipt of all or a portion of such fee. SERVICE AGREEMENTS ADMINISTRATIVE SERVICES AGREEMENT. Invesco Aim and the Trust have entered into a Master Administrative Services Agreement ("Administrative Services Agreement") pursuant to which Invesco Aim may perform or arrange for the provision of certain accounting and other administrative services to the Fund which are not required to be performed by Invesco Aim under the Advisory Agreement. The Administrative Services Agreement provides that it will remain in effect and continue from year to year only if such continuance is specifically approved at least annually by the Board, including the independent trustees, by votes cast in person at a meeting called for such purpose. Under the Administrative Services Agreement, Invesco Aim is entitled to receive from the Fund reimbursement of its costs or such reasonable compensation as may be approved by the Board. Currently, Invesco Aim is reimbursed for the services of the Trust's principal financial officer and her staff, and any expenses related to fund accounting services. 34 OTHER SERVICE PROVIDERS TRANSFER AGENT. Invesco Aim Investment Services, Inc., ("Invesco Aim Investment Services"), 11 Greenway Plaza, Suite 100, Houston, Texas 77046, a wholly owned subsidiary of Invesco Aim, is the Trust's transfer agent. The Transfer Agency and Service Agreement (the "TA Agreement") between the Trust and Invesco Aim Investment Services provides that Invesco Aim Investment Services will perform certain services related to the servicing of shareholders of the Fund. Other such services may be delegated or sub-contracted to third party intermediaries. For servicing accounts holding Class A, A3, B, C, P, R, Y, AIM Cash Reserve and Investor Class shares, the TA Agreement provides that the Trust, on behalf of the Fund, will pay Invesco Aim Investment Services at an annual fee per open shareholder account plus certain out of pocket expenses. This fee is paid monthly at the rate of 1/12 of the annual rate and is based upon the number of open shareholder accounts during each month. For servicing accounts holding Institutional Class shares, the TA Agreement provides that the Trust, on behalf of the Fund, will pay Invesco Aim Investment Services a fee per trade executed, to be billed monthly, plus certain out of pocket expenses. In addition, all fees payable by Invesco Aim Investment Services or its affiliates to third party intermediaries who service accounts pursuant to sub-transfer agency, omnibus account services and sub-accounting agreements are charged back to the Fund, subject to certain limitations approved by the Board of the Trust. These payments are made in consideration of services that would otherwise be provided by Invesco Aim Investment Services if the accounts serviced by such intermediaries were serviced by Invesco Aim Investment Services directly. For more information regarding such payments to intermediaries, see the discussion under "Sub-Accounting and Network Support Payments" below. SUB-TRANSFER AGENT. Invesco Trimark, 5140 Yonge Street, Suite 900, Toronto, Ontario M2N6X7, a wholly owned, indirect subsidiary of Invesco, provides services to the Trust as a sub-transfer agent, pursuant to an agreement between Invesco Trimark and Invesco Aim Investment Services. The Trust does not pay a fee to Invesco Trimark for these services. Rather Invesco Trimark is compensated by Invesco Aim Investment Services, as a sub-contractor. CUSTODIAN. State Street Bank and Trust Company (the "Custodian"), 225 Franklin Street, Boston, Massachusetts 02110, is custodian of all securities and cash of the Fund. JPMorgan Chase Bank, N.A., 712 Main, Houston, Texas 77002, serves as sub-custodian for purchases of shares of the Fund. The Bank of New York, 2 Hanson Place, Brooklyn, New York 11217-1431, also serves as sub-custodian to facilitate cash management. The Custodians is authorized to establish separate accounts in foreign countries and to cause foreign securities owned by the Fund to be held outside the United States in branches of U.S. banks and, to the extent permitted by applicable regulations, in certain foreign banks and securities depositories. Invesco Aim is responsible for selecting eligible foreign securities depositories and for assessing the risks associated with investing in foreign countries, including the risk of using eligible foreign securities' depositories in a country. The Custodian is responsible for monitoring eligible foreign securities depositories. Under its contract with the Trust, the Custodian maintains the portfolio securities of the Fund, administers the purchases and sales of portfolio securities, collects interest and dividends and other distributions made on the securities held in the portfolios of the Fund and performs other ministerial duties. These services do not include any supervisory function over management or provide any protection against any possible depreciation of assets. INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. The Fund's independent registered public accounting firm is responsible for auditing the financial statements of the Fund. The Audit Committee of the Board has appointed [__________________] as the independent registered 35 public accounting firm to audit the financial statements of the Fund. Such appointment was ratified and approved by the Board. COUNSEL TO THE TRUST. Legal matters for the Trust have been passed upon by Stradley Ronon Stevens & Young, LLP, 2600 One Commerce Square, Philadelphia, Pennsylvania 19103. BROKERAGE ALLOCATION AND OTHER PRACTICES The Sub-Advisors have adopted compliance procedures that cover, among other items, brokerage allocation and other trading practices. Unless specifically noted, the Sub-Advisors' procedures do not materially differ from Invesco Aim's procedures discussed below. BROKERAGE TRANSACTIONS Invesco Aim or the Sub-Advisor makes decisions to buy and sell securities for the Fund, selects broker-dealers (each, a "Broker"), effects the Fund's investment portfolio transactions, allocates brokerage fees in such transactions and, where applicable, negotiates commissions and spreads on transactions. Invesco Aim and the Sub-Advisor's primary consideration in effecting a security transaction is to obtain the best execution, which is defined as prompt and efficient execution of the transaction at the best obtainable price with payment of commissions, mark-ups or mark-downs which are reasonable in relation to the value of the brokerage services provided by the Broker. While Invesco Aim and the Sub-Advisors seek reasonably competitive commission rates, the Fund may not pay the lowest commission or spread available. See "Broker Selection" below. Some of the securities in which the Fund invests are traded in over-the-counter markets. Portfolio transactions placed in such markets may be effected on a principle basis at net prices without commissions, but which include compensation to the Broker in the form of a mark up or mark down, or on an agency basis, which involves the payment of negotiated brokerage commissions to the Broker, including electronic communication networks. Purchases of underwritten issues include a commission or concession paid by the issuer (not the Fund) to the underwriter. Purchases of money market instruments may be made directly from issuers without the payment of commissions. Traditionally, commission rates have not been negotiated on stock markets outside the United States. Although in recent years many overseas stock markets have adopted a system of negotiated rates, a number of markets maintain an established schedule of minimum commission rates. COMMISSIONS The Fund may engage in certain principal and agency transactions with banks and their affiliates that own 5% or more of the outstanding voting securities of an AIM Fund, provided the conditions of an exemptive order received by the AIM Funds from the SEC are met. In addition, the Fund may purchase or sell a security from or to certain other AIM Funds or accounts (and may invest in Affiliated Money Market Funds) provided the Fund follows procedures adopted by the Boards of the various AIM Funds, including the Trust. These inter-fund transactions do not generate brokerage commissions but may result in custodial fees or taxes or other related expenses. BROKER SELECTION Invesco Aim's primary consideration in selecting Brokers to execute portfolio transactions for the Fund is to obtain best execution. In selecting a Broker to execute a portfolio transaction in equity securities for the Fund, Invesco Aim considers the full range and quality of a Broker's services, including the value of research and/or brokerage services provided, execution 36 capability, commission rate, willingness to commit capital, anonymity and responsiveness. Invesco Aim's primary consideration when selecting a Broker to execute a portfolio transaction in fixed income securities for the Fund is the Broker's ability to deliver or sell the relevant fixed income securities; however, Invesco Aim will also consider the various factors listed above. In each case, the determinative factor is not the lowest commission or spread available but whether the transaction represents the best qualitative execution for the Fund. Invesco Aim will not select Brokers based upon their promotion or sale of Fund shares. In choosing Brokers to execute portfolio transactions for the Fund, Invesco Aim may select Brokers that provide brokerage and/or research services ("Soft Dollar Products") to the Fund and/or the other accounts over which Invesco Aim and its affiliates have investment discretion. Section 28(e) of the Securities Exchange Act of 1934, as amended, provides that Invesco Aim, under certain circumstances, lawfully may cause an account to pay a higher commission than the lowest available. Under Section 28(e)(1), Invesco Aim must make a good faith determination that the commissions paid are "reasonable in relation to the value of the brokerage and research services provided....viewed in terms of either that particular transaction or [Invesco Aim's] overall responsibilities with respect to the accounts as to which [it] exercises investment discretion." The services provided by the Broker also must lawfully and appropriately assist Invesco Aim in the performance of its investment decision-making responsibilities. Accordingly, the Fund may pay a Broker higher commissions than those available from another Broker in recognition of such Broker's provision of Soft Dollar Products to Invesco Aim. Invesco Aim faces a potential conflict of interest when it uses client trades to obtain Soft Dollar Products. This conflict exists because Invesco Aim is able to use the Soft Dollar Products to manage client accounts without paying cash for the Soft Dollar Products, which reduces Invesco Aim's expenses to the extent that Invesco Aim would have purchased such products had they not been provided by Brokers. Section 28(e) permits Invesco Aim to use Soft Dollar Products for the benefit of any account it manages. Certain Invesco Aim-managed accounts may generate soft dollars used to purchase Soft Dollar Products that ultimately benefit other Invesco Aim-managed accounts, effectively cross subsidizing the other Invesco Aim-managed accounts that benefit directly from the product. Invesco Aim may not use all of the Soft Dollar Products provided by Brokers through which the Fund effects securities transactions in connection with managing such Fund. Invesco Aim and certain of its affiliates presently engage in the following instances of cross-subsidization: 1. Fixed income funds normally do not generate soft dollar commissions to pay for Soft Dollar Products. Therefore, soft dollar commissions used to pay for Soft Dollar Products which are used to manage certain fixed income AIM Funds are generated entirely by equity AIM Funds and other equity client accounts managed by Invesco Aim or Invesco Aim Capital Management, Inc. ("Invesco Aim Capital"), a subsidiary of Invesco Aim. In other words, certain fixed income AIM Funds are cross-subsidized by the equity AIM Funds in that the fixed income AIM Funds receive the benefit of Soft Dollar Products services for which they do not pay. 2. The investment models used to manage many of the AIM Funds are also used to manage other accounts of Invesco Aim and/or Invesco Aim Capital. The Soft Dollar Products obtained through the use of soft dollar commissions generated by the transactions of the AIM Funds and/or other accounts managed by Invesco Aim and/or Invesco Aim Capital are used to maintain the investment models relied upon by both of these advisory affiliates. This type of cross-subsidization occurs in both directions. For example, soft dollar commissions generated by transactions of the AIM Funds and/or other accounts managed by Invesco Aim are used for Soft Dollar Products which may benefit those 37 AIM Funds and/or accounts as well as accounts managed by Invesco Aim Capital. Additionally, soft dollar commissions generated by transactions of accounts managed by Invesco Aim Capital are used for Soft Dollar Products which may benefit those accounts as well as accounts managed by Invesco Aim. In certain circumstances, Invesco Aim Capital accounts may indicate that their transactions should not be used to generate soft dollar commissions but may still receive the benefits of Soft Dollar Products received by Invesco Aim or Invesco Aim Capital. 3. Some of the common investment models used to manage various AIM Funds and other accounts of Invesco Aim and/or Invesco Aim Capital are also used to manage accounts of Invesco Aim Private Asset Management, Inc. ("IAPAM"), another Invesco Aim subsidiary. The Soft Dollar Products obtained through the use of soft dollar commissions generated by the transactions of the Fund and/or other accounts managed by Invesco Aim and/or Invesco Aim Capital are used to maintain the investment models relied upon by Invesco Aim, Invesco Aim Capital and IAPAM. This cross-subsidization occurs in only one direction. Most of IAPAM's accounts do not generate soft dollar commissions which can be used to purchase Soft Dollar Products. The soft dollar commissions generated by transactions of the Fund and/or other accounts managed by Invesco Aim and/or Invesco Aim Capital are used for Soft Dollar Products which may benefit the accounts managed by Invesco Aim, Invesco Aim Capital and IAPAM; however, IAPAM does not provide any soft dollar research benefit to the Fund and/or other accounts managed by Invesco Aim or Invesco Aim Capital. Invesco Aim and Invesco Aim Capital attempt to reduce or eliminate the potential conflicts of interest concerning the use of Soft Dollar Products by directing client trades for Soft Dollar Products only if Invesco Aim and Invesco Aim Capital conclude that the Broker supplying the product is capable of providing best execution. Certain Soft Dollar Products may be available directly from a vendor on a hard dollar basis; other Soft Dollar Products are available only through Brokers in exchange for soft dollars. Invesco Aim uses soft dollars to purchase two types of Soft Dollar Products: - proprietary research created by the Broker executing the trade, and - other products created by third parties that are supplied to Invesco Aim through the Broker executing the trade. Proprietary research consists primarily of traditional research reports, recommendations and similar materials produced by the in house research staffs of broker-dealer firms. This research includes evaluations and recommendations of specific companies or industry groups, as well as analyses of general economic and market conditions and trends, market data, contacts and other related information and assistance. Invesco Aim periodically rates the quality of proprietary research produced by various Brokers. Based on the evaluation of the quality of information that Invesco Aim receives from each Broker, Invesco Aim develops an estimate of each Broker's share of Invesco Aim clients' commission dollars. Invesco Aim attempts to direct trades to the firms to meet these estimates. Invesco Aim also uses soft dollars to acquire products from third parties that are supplied to Invesco Aim through Brokers executing the trades or other Brokers who "step in" to a transaction and receive a portion of the brokerage commission for the trade. Invesco Aim may from time to time instruct the executing Broker to allocate or "step out" a portion of a transaction to another Broker. The Broker to which Invesco Aim has "stepped out" would then settle and complete the designated portion of the transaction, and the executing Broker would settle and complete the remaining portion of the transaction that has not been "stepped out." Each Broker 38 may receive a commission or brokerage fee with respect to that portion of the transaction that it settles and completes. Soft Dollar Products received from Brokers supplement Invesco Aim's own research (and the research of certain of its affiliates), and may include the following types of products and services: - Database Services - comprehensive databases containing current and/or historical information on companies and industries and indices. Examples include historical securities prices, earnings estimates and financial data. These services may include software tools that allow the user to search the database or to prepare value-added analyses related to the investment process (such as forecasts and models used in the portfolio management process). - Quotation/Trading/News Systems - products that provide real time market data information, such as pricing of individual securities and information on current trading, as well as a variety of news services. - Economic Data/Forecasting Tools - various macro economic forecasting tools, such as economic data or currency and political forecasts for various countries or regions. - Quantitative/Technical Analysis - software tools that assist in quantitative and technical analysis of investment data. - Fundamental/Industry Analysis - industry specific fundamental investment research. - Fixed Income Security Analysis - data and analytical tools that pertain specifically to fixed income securities. These tools assist in creating financial models, such as cash flow projections and interest rate sensitivity analyses, which are relevant to fixed income securities. - Other Specialized Tools - other specialized products, such as consulting analyses, access to industry experts, and distinct investment expertise such as forensic accounting or custom built investment-analysis software. If Invesco Aim determines that any service or product has a mixed use (i.e., it also serves functions that do not assist the investment decision-making or trading process), Invesco Aim will allocate the costs of such service or product accordingly in its reasonable discretion. Invesco Aim will allocate brokerage commissions to Brokers only for the portion of the service or product that Invesco Aim determines assists it in the investment decision-making or trading process and will pay for the remaining value of the product or service in cash. Outside research assistance is useful to Invesco Aim since the Brokers used by Invesco Aim tend to provide more in-depth analysis of a broader universe of securities and other matters than Invesco Aim's staff follows. In addition, such services provide Invesco Aim with a diverse perspective on financial markets. Some Brokers may indicate that the provision of research services is dependent upon the generation of certain specified levels of commissions and underwriting concessions by Invesco Aim's clients, including the Fund. However, the Fund is not under any obligation to deal with any Broker in the execution of transactions in portfolio securities. In some cases, Soft Dollar Products are available only from the Broker providing them. In other cases, Soft Dollar Products may be obtainable from alternative sources in return for cash payments. Invesco Aim believes that because Broker research supplements rather than replaces Invesco Aim's research, the receipt of such research tends to improve the quality of 39 Invesco Aim's investment advice. The advisory fee paid by the Fund is not reduced because Invesco Aim receives such services. To the extent the Fund's portfolio transactions are used to obtain Soft Dollar Products, the brokerage commissions obtained by the Fund might exceed those that might otherwise have been paid. Invesco Aim may determine target levels of brokerage business with various Brokers on behalf of its clients (including the Fund) over a certain time period. The target levels will be based upon the following factors, among others: (1) the execution services provided by the Broker; and (2) the research services provided by the Broker. Portfolio transactions may be effected through Brokers that recommends the Fund to their clients, or that act as agent in the purchase of the Fund's shares for their clients, provided that Invesco Aim believes such Brokers provide best execution and such transactions are executed in compliance with Invesco Aim's policy against using directed brokerage to compensate Brokers for promoting or selling AIM Fund shares. Invesco Aim will not enter into a binding commitment with Brokers to place trades with such Brokers involving brokerage commissions in precise amounts. ALLOCATION OF PORTFOLIO TRANSACTIONS Invesco Aim and its affiliates manage numerous AIM Funds and other accounts. Some of these accounts may have investment objectives similar to the Fund. Occasionally, identical securities will be appropriate for investment by the Fund and by another fund or one or more other accounts. However, the position of each account in the same security and the length of time that each account may hold its investment in the same security may vary. The timing and amount of purchase by each account will also be determined by its cash position. If the purchase or sale of securities is consistent with the investment policies of the Fund(s) and one or more other accounts, and is considered at or about the same time, Invesco Aim will allocate transactions in such securities among the Fund(s) and these accounts on a pro rata basis based on order size or in such other manner believed by Invesco Aim to be fair and equitable. Invesco Aim may combine such transactions, in accordance with applicable laws and regulations, to obtain the most favorable execution. Simultaneous transactions could, however, adversely affect the Fund's ability to obtain or dispose of the full amount of a security which it seeks to purchase or sell. ALLOCATION OF INITIAL PUBLIC OFFERING ("IPO") TRANSACTIONS Certain of the AIM Funds or other accounts managed by Invesco Aim may become interested in participating in IPOs. Purchases of IPOs by one AIM Fund or account may also be considered for purchase by one or more other AIM Funds or accounts. It shall be Invesco Aim's practice to specifically combine or otherwise bunch indications of interest for IPOs for all AIM Funds and accounts participating in purchase transactions for that IPO, and when the full amount of all IPO orders for such AIM Funds and accounts cannot be filled completely, to allocate such transactions in accordance with the following procedures: Invesco Aim or the Sub-Advisor will determine the eligibility of each AIM Fund and account that seeks to participate in a particular IPO by reviewing a number of factors, including market capitalization/liquidity suitability and sector/style suitability of the investment with the AIM Fund's or account's investment objective, policies, strategies and current holdings. The allocation of securities issued in IPOs will be made to eligible AIM Funds and accounts on a pro rata basis based on order size. Invesco Australia, Invesco Hong Kong, Invesco Japan and Invesco Trimark allocate IPOs on a pro rata basis based on size of order or in such other manner believed by Invesco Australia, Invesco Global, Invesco Hong Kong, Invesco Japan and Invesco Trimark to be fair and equitable. 40 Invesco Asset Management, Invesco Global and Invesco Institutional allocate IPOs on a pro rata basis based on account size or in such other manner believed by Invesco Asset Management, Invesco Global and Invesco Institutional to be fair and equitable. Invesco Deutschland and Invesco Senior Secured do not subscribe to IPOs. PURCHASE, REDEMPTION AND PRICING OF SHARES TRANSACTIONS THROUGH FINANCIAL INTERMEDIARIES If you are investing indirectly in the Fund through a financial intermediary such as a broker-dealer, a bank (including a bank trust department), an insurance company separate account, an investment advisor, an administrator or trustee of a retirement plan or a qualified tuition plan or a sponsor of a fee-based program that maintains a master account (an omnibus account) with the Fund for trading on behalf of its customers, different guidelines, conditions and restrictions may apply than if you held your shares of the Fund directly. These differences may include, but are not limited to: (i) different eligibility standards to purchase and sell shares, different eligibility standards to invest in funds with limited offering status and different eligibility standards to exchange shares by telephone; (ii) different minimum and maximum initial and subsequent purchase amounts; (iii) system inability to provide Letter of Intent privileges; and (iv) different annual amounts (less than 12%) subject to withdrawal under a Systematic Redemption Plan without being subject to a contingent deferred sales charge. The financial intermediary through whom you are investing may also choose to adopt different exchange and/or transfer limit guidelines and restrictions, including different trading restrictions designed to discourage excessive or short-term trading. The financial intermediary through whom you are investing may also choose to impose a redemption fee that has different characteristics, which may be more or less restrictive, than the redemption fee currently imposed on certain Fund. If the financial intermediary is managing your account, you may also be charged a transaction or other fee by such financial intermediary, including service fees for handling redemption transactions. Consult with your financial intermediary (or, in the case of a retirement plan, your plan sponsor) to determine what fees, guidelines, conditions and restrictions, including any of the above, may be applicable to you. PURCHASE AND REDEMPTION OF SHARES Purchases of Class A Shares, Class A3 Shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund and AIM Cash Reserve Shares of AIM Money Market Fund INITIAL SALES CHARGES. Each AIM Fund (other than AIM Tax-Exempt Cash Fund) is grouped into one of four categories to determine the applicable initial sales charge for its Class A shares. The sales charge is used to compensate Invesco Aim Distributors and participating dealers for their expenses incurred in connection with the distribution of the Fund's shares. You may also be charged a transaction or other fee by the financial institution managing your account. Class A shares of AIM Tax-Exempt Cash Fund, Class A3 shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund and AIM Cash Reserve Shares of AIM Money Market Fund are sold without an initial sales charge. 41 CATEGORY I FUNDS AIM Asia Pacific Growth Fund AIM Basic Balanced Fund AIM Basic Value Fund AIM Capital Development Fund AIM Charter Fund AIM China Fund AIM Conservative Allocation Fund AIM Constellation Fund AIM Developing Markets Fund AIM Diversified Dividend Fund AIM Dynamics Fund AIM Energy Fund AIM European Growth Fund AIM European Small Company Fund AIM Financial Services Fund AIM Global Core Equity Fund AIM Global Equity Fund AIM Global Growth Fund AIM Global Health Care Fund AIM Global Real Estate Fund AIM Global Small & Mid Cap Growth Fund AIM Gold & Precious Metals Fund AIM Growth Allocation Fund AIM Income Allocation Fund AIM Independence Now Fund AIM Independence 2010 Fund AIM Independence 2020 Fund AIM Independence 2030 Fund AIM Independence 2040 Fund AIM Independence 2050 Fund AIM International Allocation Fund AIM International Core Equity Fund AIM International Growth Fund AIM International Small Company Fund AIM Japan Fund AIM Large Cap Basic Value Fund AIM Large Cap Growth Fund AIM Leisure Fund AIM Mid Cap Basic Value Fund AIM Mid Cap Core Equity Fund AIM Moderate Allocation Fund AIM Moderate Growth Allocation Fund AIM Moderately Conservative Allocation Fund AIM Multi-Sector Fund AIM Real Estate Fund AIM Select Equity Fund AIM Select Real Estate Income Fund AIM Small Cap Equity Fund AIM Small Cap Growth Fund AIM Structured Core Fund AIM Structured Growth Fund AIM Structured Value Fund AIM Summit Fund AIM Technology Fund AIM Trimark Endeavor Fund AIM Trimark Fund AIM Trimark Small Companies Fund AIM Utilities Fund
Dealer Investor's Sales Charge Concession -------------------------- ------------- As a As a As a Percentage Percentage Percentage of the Public of the Net of the Public Amount of Investment in Offering Amount Offering Single Transaction Price Invested Price --------------------------------- ------------- ---------- ------------- Less than $25,000 5.50% 5.82% 4.75% $25,000 but less than $50,000 5.25 5.54 4.50 $50,000 but less than $100,000 4.75 4.99 4.00 $100,000 but less than $250,000 3.75 3.90 3.00 $250,000 but less than $500,000 3.00 3.09 2.50 $500,000 but less than $1,000,000 2.00 2.04 1.60
42 CATEGORY II FUNDS AIM Core Bond Fund AIM High Income Municipal Fund AIM High Yield Fund AIM Income Fund AIM International Total Return Fund AIM Municipal Bond Fund AIM U.S. Government Fund
Dealer Investor's Sales Charge Concession -------------------------- ------------- As a As a As a Percentage Percentage Percentage of the Public of the Net of the Public Amount of Investment in Offering Amount Offering Single Transaction Price Invested Price --------------------------------- ------------- ---------- ------------- Less than $50,000 4.75% 4.99% 4.00% $50,000 but less than $100,000 4.00 4.17 3.25 $100,000 but less than $250,000 3.75 3.90 3.00 $250,000 but less than $500,000 2.50 2.56 2.00 $500,000 but less than $1,000,000 2.00 2.04 1.60
CATEGORY III FUNDS AIM Limited Maturity Treasury Fund AIM Tax-Free Intermediate Fund
Dealer Investor's Sales Charge Concession -------------------------- ------------- As a As a As a Percentage Percentage Percentage of the Public of the Net of the Public Amount of Investment in Offering Amount Offering Single Transaction Price Invested Price --------------------------------- ------------- ---------- ------------- Less than $100,000 1.00% 1.01% 0.75% $100,000 but less than $250,000 0.75 0.76 0.50 $250,000 but less than $1,000,000 0.50 0.50 0.40
As of the close of business on October 30, 2002, Class A shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund were closed to new investors. Current investors must maintain a share balance in order to continue to make incremental purchases. 43 CATEGORY IV FUNDS AIM Floating Rate Fund AIM LIBOR Alpha Fund AIM Short Term Bond Fund
Dealer Investor's Sales Charge Concession -------------------------- ------------- As a As a As a Percentage Percentage Percentage of the Public of the Net of the Public Amount of Investment in Offering Amount Offering Single Transaction Price Invested Price --------------------------------- ------------- ---------- ------------- Less than $100,000 2.50% 2.56% 2.00% $100,000 but less than $250,000 2.00 2.04 1.50 $250,000 but less than $500,000 1.50 1.52 1.25 $500,000 but less than $1,000,000 1.25 1.27 1.00
LARGE PURCHASES OF CLASS A SHARES. Investors who purchase $1,000,000 or more of Class A shares of Category I, II, III or IV Funds do not pay an initial sales charge. In addition, investors who currently own Class A shares of Category I, II, III or IV Funds and make additional purchases that result in account balances of $1,000,000 or more do not pay an initial sales charge on the additional purchases. The additional purchases, as well as initial purchases of $1,000,000 or more, are referred to as Large Purchases. If an investor makes a Large Purchase of Class A shares of a Category I, II or IV Funds, each share will generally be subject to a 1.00% contingent deferred sales charge ("CDSC") if the investor redeems those shares within 18 months after purchase. Invesco Aim Distributors may pay a dealer concession and/or advance a service fee on Large Purchases, as set forth below. Exchanges between the AIM Funds may affect total compensation paid. PURCHASES OF CLASS A SHARES BY NON-RETIREMENT PLANS. Invesco Aim Distributors may make the following payments to dealers of record for Large Purchases of Class A shares of Category I, II or IV Funds by investors other than: (i) retirement plans that are maintained pursuant to Sections 401 and 457 of the Internal Revenue Code of 1986, as amended (the "Code"), and (ii) retirement plans that are maintained pursuant to Section 403 of the Code if the employer or plan sponsor is a tax-exempt organization operated pursuant to Section 501(c)(3) of the Code: PERCENT OF PURCHASES 1% of the first $2 million plus 0.80% of the next $1 million plus 0.50% of the next $17 million plus 0.25% of amounts in excess of $20 million If (i) the amount of any single purchase order plus (ii) the public offering price of all other shares owned by the same customer submitting the purchase order on the day on which the purchase order is received equals or exceeds $1,000,000, the purchase will be considered a "jumbo accumulation purchase." With regard to any individual jumbo accumulation purchase, Invesco Aim Distributors may make payment to the dealer of record based on the cumulative total of jumbo accumulation purchases made by the same customer over the life of his or her account(s). If an investor makes a Large Purchase of Class A3 shares of a Category III Fund on and after October 31, 2002 and exchanges those shares for Class A shares of a Category I, II or IV Fund, Invesco Aim Distributors will pay 1.00% of such purchase as dealer compensation upon the exchange. The 44 Class A shares of the Category I, II or IV Fund received in exchange generally will be subject to a 1.00% CDSC if the investor redeems such shares within 18 months from the date of exchange. PURCHASES OF CLASS A SHARES BY CERTAIN RETIREMENT PLANS AT NAV. For purchases of Class A shares of Category I, II and IV Funds, Invesco Aim Distributors may make the following payments to investment dealers or other financial service firms for sales of such shares at net asset value ("NAV") to certain retirement plans provided that the applicable dealer of record is able to establish that the retirement plan's purchase of such Class A shares is a new investment (as defined below): PERCENT OF PURCHASES 0.50% of the first $20 million plus 0.25% of amounts in excess of $20 million This payment schedule will be applicable to purchases of Class A shares at NAV by the following types of retirement plans: (i) all plans maintained pursuant to Sections 401 and 457 of the Code, and (ii) plans maintained pursuant to Section 403 of the Code if the employer or plan sponsor is a tax-exempt organization operated pursuant to Section 501(c)(3) of the Code. A "new investment" means a purchase paid for with money that does not represent (i) the proceeds of one or more redemptions of AIM Fund shares, (ii) an exchange of AIM Fund shares, (iii) the repayment of one or more retirement plan loans that were funded through the redemption of AIM Fund shares, or (iv) money returned from another fund family. If Invesco Aim Distributors pays a dealer concession in connection with a plan's purchase of Class A shares at NAV, such shares may be subject to a CDSC of 1.00% of net assets for 12 months, commencing on the date the plan first invests in Class A shares of an AIM Fund. If the applicable dealer of record is unable to establish that a plan's purchase of Class A shares at NAV is a new investment, Invesco Aim Distributors will not pay a dealer concession in connection with such purchase and such shares will not be subject to a CDSC. With regard to any individual jumbo accumulation purchase, Invesco Aim Distributors may make payment to the dealer of record based on the cumulative total of jumbo accumulation purchases made by the same plan over the life of the plan's account(s). PURCHASERS QUALIFYING FOR REDUCTIONS IN INITIAL SALES CHARGES. As shown in the tables above, purchases of certain amounts of AIM Fund shares may reduce the initial sales charges. These reductions are available to purchasers that meet the qualifications listed below. We will refer to purchasers that meet these qualifications as "Qualified Purchasers." DEFINITIONS As used herein, the terms below shall be defined as follows: - "Individual" refers to a person, as well as his or her Spouse or Domestic Partner and his or her Children; - "Spouse" is the person to whom one is legally married under state law; - "Domestic Partner" is an adult with whom one shares a primary residence for at least six-months, is in a relationship as a couple where one or each of them provides personal or financial welfare of the other without a fee, is not related by blood and is not married; - "Child" or "Children" include a biological, adopted or foster son or daughter, a Step-child, a legal ward or a Child of a person standing in loco parentis; - "Parent" is a person's biological or adoptive mother or father; 45 - "Step-child" is the child of one's Spouse by a previous marriage or relationship; - "Step-parent" is the Spouse of a Child's Parent; and - "Immediate Family" includes an Individual (including, as defined above, a person, his or her Spouse or Domestic Partner and his or her Children) as well as his or her Parents, Step-parents and the Parents of Spouse or Domestic Partner. INDIVIDUALS - an Individual (including his or her spouse or domestic partner, and children); - a retirement plan established exclusively for the benefit of an Individual, specifically including, but not limited to, a Traditional IRA, Roth IRA, SEP IRA, SIMPLE IRA, Solo 401(k), Keogh plan, or a tax-sheltered 403(b)(7) custodial account; and - a qualified tuition plan account, maintained pursuant to Section 529 of the Code, or a Coverdell Education Savings Account, maintained pursuant to Section 530 of the Code (in either case, the account must be established by an Individual or have an Individual named as the beneficiary thereof). EMPLOYER-SPONSORED RETIREMENT PLANS - a retirement plan maintained pursuant to Sections 401, 403 (only if the employer or plan sponsor is a tax-exempt organization operated pursuant to Section 501(c)(3) of the Code), 408 (includes SEP, SARSEP and SIMPLE IRA plans) or 457 of the Code, if: a. the employer or plan sponsor submits all contributions for all participating employees in a single contribution transmittal (the AIM Funds will not accept separate contributions submitted with respect to individual participants); b. each transmittal is accompanied by checks or wire transfers; and c. if the AIM Funds are expected to carry separate accounts in the names of each of the plan participants, (i) the employer or plan sponsor notifies Invesco Aim Distributors in writing that the separate accounts of all plan participants should be linked, and (ii) all new participant accounts are established by submitting an appropriate Account Application on behalf of each new participant with the contribution transmittal. HOW TO QUALIFY FOR REDUCTIONS IN INITIAL SALES CHARGES. The following sections discuss different ways that a Qualified Purchaser can qualify for a reduction in the initial sales charges for purchases of Class A shares of the AIM Funds. LETTERS OF INTENT A Qualified Purchaser may pay reduced initial sales charges by (i) indicating on the Account Application that he, she or it intends to provide a Letter of Intent ("LOI"); and (ii) subsequently fulfilling the conditions of that LOI. Employer-sponsored retirement plans, with the exception of Solo 401(k) plans and SEP plans, are not eligible for a LOI. The LOI confirms the total investment in shares of the AIM Funds that the Qualified Purchaser intends to make within the next 13 months. By marking the LOI section on the account application and by signing the account application, the Qualified Purchaser indicates that he, she or it understands and agrees to the terms of the LOI and is bound by the provisions described below: 46 Calculating the Initial Sales Charge - Each purchase of fund shares normally subject to an initial sales charge made during the 13-month period will be made at the public offering price applicable to a single transaction of the total dollar amount indicated by the LOI (to determine what the applicable public offering price is, look at the sales charge table in the section on "Initial Sales Charges" above). - It is the purchaser's responsibility at the time of purchase to specify the account numbers that should be considered in determining the appropriate sales charge. - The offering price may be further reduced as described below under "Rights of Accumulation" if Invesco Aim Investment Services, the Fund's transfer agent ("Transfer Agent") is advised of all other accounts at the time of the investment. - Reinvestment of dividends and capital gains distributions acquired during the 13-month LOI period will not be applied to the LOI. Calculating the Number of Shares to be Purchased - Purchases made and shares acquired through reinvestment of dividends and capital gains distributions prior to the LOI effective date will be applied toward the completion of the LOI based on the value of the shares calculated at the public offering price on the effective date of the LOI. - If a purchaser wishes to revise the LOI investment amount upward, he, she or it may submit a written and signed request at anytime prior to the completion of the original LOI. This revision will not change the original expiration date. - The Transfer Agent will process necessary adjustments upon the expiration or completion date of the LOI. Fulfilling the Intended Investment - By signing an LOI, a purchaser is not making a binding commitment to purchase additional shares, but if purchases made within the 13-month period do not total the amount specified, the purchaser will have to pay the increased amount of sales charge. - To assure compliance with the provisions of the 1940 Act, the Transfer Agent will escrow in the form of shares an appropriate dollar amount (computed to the nearest full share) out of the initial purchase (or subsequent purchases if necessary). All dividends and any capital gain distributions on the escrowed shares will be credited to the purchaser. All shares purchased, including those escrowed, will be registered in the purchaser's name. If the total investment specified under this LOI is completed within the 13-month period, the escrowed shares will be promptly released. - If the intended investment is not completed, the purchaser will pay the Transfer Agent the difference between the sales charge on the specified amount and the sales charge on the amount actually purchased. If the purchaser does not pay such difference within 20 days of the expiration date, he or she irrevocably constitutes and appoints the Transfer Agent as his attorney to surrender for redemption any or all shares, to make up such difference within 60 days of the expiration date. Canceling the LOI - If at any time before completing the LOI Program, the purchaser wishes to cancel the agreement, he or she must give written notice to Invesco Aim Distributors or its designee. 47 - If at any time before completing the LOI Program the purchaser requests the Transfer Agent to liquidate or transfer beneficial ownership of his total shares, the LOI will be automatically canceled. If the total amount purchased is less than the amount specified in the LOI, the Transfer Agent will redeem an appropriate number of escrowed shares equal to the difference between the sales charge actually paid and the sales charge that would have been paid if the total purchases had been made at a single time. Other Persons Eligible for the LOI Privilege The LOI privilege is also available to holders of the Connecticut General Guaranteed Account, established for tax qualified group annuities, for contracts purchased on or before June 30, 1992. LOIs and Contingent Deferred Sales Charges All LOIs to purchase $1,000,000 or more of Class A shares of Category I, II and IV Funds are subject to an 18-month, 1% CDSC. RIGHTS OF ACCUMULATION A Qualified Purchaser may also qualify for reduced initial sales charges based upon his, her or its existing investment in shares of any of the AIM Funds at the time of the proposed purchase. To determine whether or not a reduced initial sales charge applies to a proposed purchase, Invesco Aim Distributors takes into account not only the money which is invested upon such proposed purchase, but also the value of all shares of the AIM Funds owned by such purchaser, calculated at their then current public offering price. If a purchaser qualifies for a reduced sales charge, the reduced sales charge applies to the total amount of money being invested, even if only a portion of that amount exceeds the breakpoint for the reduced sales charge. For example, if a purchaser already owns qualifying shares of any AIM Fund with a value of $20,000 and wishes to invest an additional $20,000 in a fund with a maximum initial sales charge of 5.50%, the reduced initial sales charge of 5.25% will apply to the full $20,000 purchase and not just to the $15,000 in excess of the $25,000 breakpoint. To qualify for obtaining the discount applicable to a particular purchase, the purchaser or his dealer must furnish the Transfer Agent with a list of the account numbers and the names in which such accounts of the purchaser are registered at the time the purchase is made. Rights of Accumulation are also available to holders of the Connecticut General Guaranteed Account, established for tax-qualified group annuities, for contracts purchased on or before June 30, 1992. If an investor's new purchase of Class A shares of a Category I, II or IV Fund is at net asset value, the newly purchased shares will be subject to a CDSC if the investor redeems them prior to the end of the 18 month holding period. REINSTATEMENT FOLLOWING REDEMPTION If you redeem shares of a fund, you may reinvest all or a portion of the proceeds from the redemption in the same share class of any fund in the same Category within 180 days of the redemption without paying an initial sales charge. Class B, P and Y redemptions may be reinvested in Class A shares with no initial sales charge. This reinstatement privilege does not apply to: - A purchase made through a regularly scheduled automatic investment plan, such as a purchase by a regularly scheduled payroll deduction or transfer from a bank account, or - A purchase paid for with proceeds from the redemption of shares that were held indirectly through an employee benefit plan. 48 In order to take advantage of this reinstatement privilege, you must inform your financial advisor or the transfer agent that you wish to do so at the time of your investment. OTHER REQUIREMENTS FOR REDUCTIONS IN INITIAL SALES CHARGES. As discussed above, investors or dealers seeking to qualify orders for a reduced initial sales charge must identify such orders and, if necessary, support their qualification for the reduced charge. Invesco Aim Distributors reserves the right to determine whether any purchaser is entitled to the reduced sales charge based on the definition of a Qualified Purchaser listed above. No person or entity may distribute shares of the AIM Funds without payment of the applicable sales charge other than to Qualified Purchasers. Purchases of Class A shares of AIM Tax-Exempt Cash Fund, Class A3 shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund, AIM Cash Reserve Shares of AIM Money Market Fund and Investor Class shares of any Fund will not be taken into account in determining whether a purchase qualifies for a reduction in initial sales charges. PURCHASES OF CLASS A SHARES AT NET ASSET VALUE. Invesco Aim Distributors permits certain categories of persons to purchase Class A shares of AIM Funds without paying an initial sales charge. These are typically categories of persons whose transactions involve little expense, such as persons who have a relationship with the funds or with Invesco Aim and certain programs for purchase. It is the purchaser's responsibility to notify Invesco Aim Distributors or its designee of any qualifying relationship at the time of purchase. Invesco Aim Distributors believes that it is appropriate and in the Fund's best interests that such persons, and certain other persons whose purchases result in relatively low expenses of distribution, be permitted to purchase shares through Invesco Aim Distributors without payment of a sales charge. Accordingly, the following purchasers will not pay initial sales charges on purchases of Class A shares because there is a reduced sales effort involved in sales to these purchasers: - Any current, former or retired trustee, director, officer or employee (or immediate family member of a current, former or retired trustee, director, officer or employee) of any AIM Fund or of Invesco Ltd. or any of its subsidiaries. This includes any foundation, trust or employee benefit plan maintained by any of the persons listed above; - Any current or retired officer, director, or employee (and members of their Immediate Family) of DST Systems, Inc. or Personix, a division of Fiserv Solutions, Inc.; - Any registered representative or employee of any intermediary who has an agreement with Invesco Aim Distributors to sell shares of the Fund (this includes any members of their Immediate Family); - Any investor who purchases their shares through an approved fee-based program (this may include any type of account for which there is some alternative arrangement made between the investor and the intermediary to provide for compensation of the intermediary for services rendered in connection with the sale of the shares and maintenance of the customer relationship); - Any investor who purchases their shares with the proceeds of a rollover, transfer or distribution from a retirement plan or individual retirement account for which Invesco Aim Distributors acts as the prototype sponsor to another retirement plan or individual retirement account for which Invesco Aim Distributors acts as the prototype sponsor, to the extent that such proceeds are attributable to the redemption of shares of a fund held through the plan or account; - Employer-sponsored retirement plans that are Qualified Purchasers, as defined above, provided that: 49 a. the plan has assets of at least $1 million; b. there are at least 100 employees eligible to participate in the plan; or c. all plan transactions are executed through a single omnibus account per Fund; further provided that retirement plans maintained pursuant to Section 403(b) of the Code are not eligible to purchase shares without paying an initial sales charge based on the aggregate investment made by the plan or the number of eligible employees unless the employer or plan sponsor is a tax-exempt organization operated pursuant to Section 501(c)(3) of the Code; - "Grandfathered" shareholders as follows: a. Shareholders of record of Advisor Class shares of AIM International Growth Fund or AIM Worldwide Growth Fund on February 12, 1999 who have continuously owned shares of the AIM Funds; b. Shareholders of record or discretionary advised clients of any investment advisor holding shares of AIM Weingarten Fund or AIM Constellation Fund on September 8, 1986, or of AIM Charter Fund on November 17, 1986, who have continuously owned shares and who purchase additional shares of AIM Constellation Fund or AIM Charter Fund, respectively; c. Unitholders of G/SET series unit investment trusts investing proceeds from such trusts in shares of AIM Constellation Fund; provided, however, prior to the termination date of the trusts, a unitholder may invest proceeds from the redemption or repurchase of his units only when the investment in shares of AIM Constellation Fund is effected within 30 days of the redemption or repurchase; d. A shareholder of a fund that merges or consolidates with an AIM Fund or that sells its assets to an AIM Fund in exchange for shares of an AIM Fund; e. Shareholders of the former GT Global funds as of April 30, 1987 who since that date continually have owned shares of one or more of these funds; f. Certain former AMA Investment Advisers' shareholders who became shareholders of the AIM Global Health Care Fund in October 1989, and who have continuously held shares in the GT Global funds since that time; g. Shareholders of record of Advisor Class shares of an AIM Fund on February 11, 2000 who have continuously owned shares of that AIM Fund, and who purchase additional shares of that AIM Fund; and h. Additional purchases of Class A shares by shareholders of record of Class K shares on October 21, 2005 whose Class K shares were converted to Class A shares. - Any investor who maintains an account in Investor Class shares of a Fund (this includes anyone listed in the registration of an account, such as a joint owner, trustee or custodian, and members of their Immediate Family); - Qualified Tuition Programs created and maintained in accordance with Section 529 of the Code; - Insurance company separate accounts; 50 - Retirement plan established exclusively for the benefit of an individual (specifically including, but not limited to, a Traditional IRA, Roth IRA, SEP IRA, SIMPLE IRA, Solo 401(k), Keogh plan, or a tax-sheltered 403(b)(7) custodial account) if: a. such plan is funded by a rollover of assets from an Employer-Sponsored Retirement Plan; b. the account being funded by such rollover is to be maintained by the same trustee, custodian or administrator that maintained the plan from which the rollover distribution funding such rollover originated, or an affiliate thereof; and c. the dealer of record with respect to the account being funded by such rollover is the same as the dealer of record with respect to the plan from which the rollover distribution funding such rollover originated, or an affiliate thereof. - Transfers to IRAs that are attributable to AIM Fund investments held in 403(b)(7)s, SIMPLEs, SEPs, SARSEPs, Traditional or Roth IRAs; and - Rollovers from Invesco Aim held 403(b)(7)s, 401(K)s, SEPs, SIMPLEs, SARSEPs, Money Purchase Plans, and Profit Sharing Plans if the assets are transferred to an Invesco Aim IRA. In addition, an investor may acquire shares of any of the AIM Funds at net asset value in connection with: - when reinvesting dividends and distributions; - when exchanging shares of one Fund, that were previously assessed a sales charge, for shares of another Fund; as more fully described in the Prospectus; - the purchase of shares in connection with the repayment of a retirement plan loan administered by Invesco Aim Investment Services; - as a result of a Fund's merger, consolidation or acquisition of the assets of another Fund; - the purchase of Class A shares with proceeds from the redemption of Class B, Class C or Class Y shares where the redemption and purchase are effectuated on the same business day; or - when buying Class A shares of AIM Tax-Exempt Cash Fund. PAYMENTS TO DEALERS. Invesco Aim Distributors may elect to re-allow the entire initial sales charge to dealers for all sales with respect to which orders are placed with Invesco Aim Distributors during a particular period. Dealers to whom substantially the entire sales charge is re-allowed may be deemed to be "underwriters" as that term is defined under the 1933 Act. The financial advisor through which you purchase your shares may receive all or a portion of the sales charges and Rule 12b-1 distribution fees discussed above. In this context, "financial advisors" include any broker, dealer, bank (including bank trust departments), insurance company separate account, transfer agent, registered investment advisor, financial planner, retirement plan administrator and any other financial intermediary having a selling, administration or similar agreement with Invesco Aim Distributors or one or more of its corporate affiliates (collectively, the "Invesco Aim Distributors Affiliates"). In addition to those payments, Invesco Aim Distributors Affiliates may make additional cash payments to financial advisors in connection with the promotion and sale of shares of AIM Funds. Invesco Aim Distributors Affiliates make these payments from their own resources, from Invesco Aim Distributors' retention of underwriting concessions and from payments to Invesco Aim Distributors under Rule 12b-1 plans. In the case of sub-accounting payments, discussed below, Invesco Aim Distributors Affiliates will be reimbursed directly by the AIM Funds for such payments. These additional cash payments are described below. The categories described below are not mutually exclusive. The same 51 financial advisor, or one or more of its affiliates, may receive payments under more than one or all categories. Most financial advisors that sell shares of AIM Funds receive one or more types of these cash payments. Financial advisors negotiate the cash payments to be paid on an individual basis. Where services are provided, the costs of providing the services and the overall package of services provided may vary from one financial advisor to another. Invesco Aim Distributors Affiliates do not make an independent assessment of the cost of providing such services. A list of certain financial advisors that received one or more types of payments below during the prior calendar year is attached here as Appendix H. This list is not necessarily current and will change over time. Certain arrangements are still being negotiated, and there is a possibility that payments will be made retroactively to financial advisors not listed below. Accordingly, please contact your financial advisor to determine whether they currently may be receiving such payments and to obtain further information regarding any such payments. FINANCIAL SUPPORT PAYMENTS. Invesco Aim Distributors Affiliates make financial support payments as incentives to certain financial advisors to promote and sell shares of AIM Funds. The benefits Invesco Aim Distributors Affiliates receive when they make these payments include, among other things, placing AIM Funds on the financial advisor's funds sales system, and access (in some cases on a preferential basis over other competitors) to individual members of the financial advisor's sales force or to the financial advisor's management. Financial support payments are sometimes referred to as "shelf space" payments because the payments compensate the financial advisor for including AIM Funds in its fund sales system (on its "sales shelf"). Invesco Aim Distributors Affiliates compensate financial advisors differently depending typically on the level and/or type of considerations provided by the financial advisor. In addition, payments typically apply only to retail sales, and may not apply to other types of sales or assets (such as sales to retirement plans, qualified tuition programs, or fee based advisor programs - some of which may generate certain other payments described below). The financial support payments Invesco Aim Distributors Affiliates make may be calculated on sales of shares of AIM Funds ("Sales-Based Payments"), in which case the total amount of such payments shall not exceed 0.25% (for non-Institutional Class shares) or 0.10% (for Institutional Class shares) of the public offering price of all such shares sold by the financial advisor during the particular period. Such payments also may be calculated on the average daily net assets of the applicable AIM Funds attributable to that particular financial advisor ("Asset-Based Payments"), in which case the total amount of such cash payments shall not exceed 0.25% per annum of those assets during a defined period. Sales-Based Payments primarily create incentives to make new sales of shares of AIM Funds and Asset-Based Payments primarily create incentives to retain previously sold shares of AIM Funds in investor accounts. Invesco Aim Distributors Affiliates may pay a financial advisor either or both Sales-Based Payments and Asset-Based Payments. SUB-ACCOUNTING AND NETWORKING SUPPORT PAYMENTS. Invesco Aim Investment Services, an Invesco Aim Distributors Affiliate, acts as the transfer agent for the AIM Funds, registering the transfer, issuance and redemption of AIM Fund shares, and disbursing dividends and other distributions to AIM Funds shareholders. However, many AIM Fund shares are owned or held by financial advisors, as that term is defined above, for the benefit of their customers. In those cases, the AIM Funds often do not maintain an account for the shareholder. Thus, some or all of the transfer agency functions for these accounts are performed by the financial advisor. In these situations, Invesco Aim Distributors Affiliates may make payments to financial advisors that sell AIM Fund shares for certain transfer agency services, including record keeping and sub-accounting shareholder accounts. Payments for these services typically do not exceed 0.25% (for non-Institutional Class shares) or 0.10% (for Institutional Class shares) of average annual assets of such share classes or $19 per annum per shareholder account (for non-Institutional Class shares only). Invesco Aim Distributors Affiliates also may make payments to certain financial advisors that sell AIM Fund shares in connection with client account maintenance support, statement preparation and transaction processing. The types of payments that Invesco Aim Distributors Affiliates may make under this category include, among others, payment of networking fees of up to $12 per shareholder account maintained on certain mutual fund trading systems. 52 All fees payable by Invesco Aim Distributors Affiliates pursuant to a sub-transfer agency, omnibus account service or sub-accounting agreement are charged back to the AIM Funds, subject to certain limitations approved by the Board of the Trust. OTHER CASH PAYMENTS. From time to time, Invesco Aim Distributors Affiliates, at their expense and out of their own resources, may provide additional compensation to financial advisors which sell or arrange for the sale of shares of the Fund. Such compensation provided by Invesco Aim Distributors Affiliates may include payment of ticket charges per purchase or exchange order placed by a financial advisor, one-time payments for ancillary services such as setting up funds on a financial advisor's mutual fund trading systems, financial assistance to financial advisors that enable Invesco Aim Distributors Affiliates to participate in and/or present at conferences or seminars, sales or training programs for invited registered representatives and other employees, client entertainment, client and investor events, and other financial advisor-sponsored events, and travel expenses, including lodging incurred by registered representatives and other employees in connection with client prospecting, retention and due diligence trips. Other compensation may be offered to the extent not prohibited by state laws or any self-regulatory agency, such as the Financial Industry Regulatory Authority ("FINRA") (formerly, NASD, Inc.). Invesco Aim Distributors Affiliates make payments for entertainment events it deems appropriate, subject to Invesco Aim Distributors Affiliates guidelines and applicable law. These payments may vary depending upon the nature of the event or the relationship. Invesco Aim Distributors Affiliates are motivated to make the payments described above since they promote the sale of AIM Fund shares and the retention of those investments by clients of financial advisors. To the extent financial advisors sell more shares of AIM Funds or retain shares of AIM Funds in their clients' accounts, Invesco Aim Distributors Affiliates benefit from the incremental management and other fees paid to Invesco Aim Distributors Affiliates by the AIM Funds with respect to those assets. In certain cases these payments could be significant to the financial advisor. Your financial advisor may charge you additional fees or commissions other than those disclosed in the prospectus. You can ask your financial advisor about any payments it receives from Invesco Aim Distributors Affiliates or the AIM Funds, as well as about fees and/or commissions it charges. You should consult disclosures made by your financial advisor at the time of purchase. Purchases of Class B Shares Class B shares are sold at net asset value, and are not subject to an initial sales charge. Instead, investors may pay a CDSC if they redeem their shares within six years after purchase. See the Prospectus for additional information regarding contingent deferred sales charges. Invesco Aim Distributors may pay sales commissions to dealers and institutions who sell Class B shares of the AIM Funds at the time of such sales. Payments will equal 4.00% of the purchase price and will consist of a sales commission equal to 3.75% plus an advance of the first year service fee of 0.25%. Purchases of Class C Shares Class C shares are sold at net asset value, and are not subject to an initial sales charge. Instead, investors may pay a CDSC if they redeem their shares within the first year after purchase (no CDSC applies to Class C shares of AIM LIBOR Alpha Fund or AIM Short Term Bond Fund unless you exchange shares of another AIM Fund that are subject to a CDSC into AIM LIBOR Alpha Fund or AIM Short Term Bond Fund). See the Prospectus for additional information regarding this CDSC. Invesco Aim Distributors may pay sales commissions to dealers and institutions who sell Class C shares of the AIM Funds (except for Class C shares of AIM LIBOR Alpha Fund and AIM Short Term Bond Fund) at the time of such sales. Payments with respect to funds other than AIM Floating Rate Fund will equal 1.00% of the purchase price and will consist of a sales commission of 0.75% plus an advance of the first year service fee of 0.25%. Payments with respect to AIM Floating Rate Fund will equal 0.75% of the purchase price and will consist of a sales commission of 0.50% plus an advance of the first year service fee of 0.25%. These commissions are not paid on sales to investors exempt from the CDSC, including shareholders of record of AIM Advisor Funds, Inc. on April 30, 1995, who purchase additional shares in any of the funds on or after May 1, 1995, and in circumstances where Invesco Aim Distributors grants an exemption on particular transactions. 53 Payments with Regard to Converted Class K Shares For Class A shares acquired by a former Class K shareholder (i) as a result of a fund merger; or (ii) as a result of the conversion of Class K shares into Class A shares on October 21, 2005, Invesco Aim Distributors will pay financial intermediaries 0.45% on such Class A shares as follows: (i) 0.25% from the Class A shares' Rule 12b-1 plan fees; and (ii) 0.20% from Invesco Aim Distributors' own resources provided that, on an annualized basis for 2005 as of October 21, 2005, the 0.20% exceeds $2,000 per year. Purchase and Redemption of Class P Shares Certain former investors in the AIM Summit Plans I and II may acquire Class P shares at net asset value. Please see AIM Summit Fund's Prospectus for details. Purchases of Class R Shares Class R shares are sold at net asset value, and are not subject to an initial sales charge. If Invesco Aim Distributors pays a concession to the dealer of record, however, the Class R shares are subject to a 0.75% CDSC at the time of redemption if all retirement plan assets are redeemed within one year from the date of the retirement plan's initial purchase. For purchases of Class R shares of Category I, II or IV Funds, Invesco Aim Distributors may make the following payments to dealers of record provided that the applicable dealer of record is able to establish that the purchase of Class R shares is a new investment or a rollover from a retirement plan in which an AIM Fund was offered as an investment option: PERCENT OF CUMULATIVE PURCHASES 0.75% of the first $5 million plus 0.50% of amounts in excess of $5 million With regard to any individual purchase of Class R shares, Invesco Aim Distributors may make payment to the dealer of record based on the cumulative total of purchases made by the same plan over the life of the plan's account(s). Purchases of Class Y Shares Class Y shares are sold at net asset value, and are not subject to an initial sales charge or to a CDSC. Please refer to the Prospectus for more information. Purchases of Investor Class Shares Investor Class shares are sold at net asset value, and are not subject to an initial sales charge or to a CDSC. Invesco Aim Distributors may pay dealers and institutions an annual service fee of 0.25% of average daily net assets and such payments will commence immediately. The Investor Class is closed to new investors. Purchases of Institutional Class Shares Institutional Class shares are sold at net asset value, and are not subject to an initial sales charge or to a CDSC. Please refer to the Institutional Class Prospectus for more information. 54 Exchanges TERMS AND CONDITIONS OF EXCHANGES. Normally, shares of an AIM Fund to be acquired by exchange are purchased at their net asset value or applicable offering price, as the case may be, determined on the date that such request is received, but under unusual market conditions such purchases may be delayed for up to five business days if it is determined that a fund would be materially disadvantaged by an immediate transfer of the proceeds of the exchange. If a shareholder is exchanging into a fund paying daily dividends, and the release of the exchange proceeds is delayed for the foregoing five-day period, such shareholder will not begin to accrue dividends until the sixth business day after the exchange. Redemptions GENERAL. Shares of the AIM Funds may be redeemed directly through Invesco Aim Distributors or through any dealer who has entered into an agreement with Invesco Aim Distributors. In addition to the Fund's obligation to redeem shares, Invesco Aim Distributors may also repurchase shares as an accommodation to shareholders. To effect a repurchase, those dealers who have executed Selected Dealer Agreements with Invesco Aim Distributors must phone orders to the order desk of the Fund at (800) 959-4246 and guarantee delivery of all required documents in good order. A repurchase is effected at the net asset value per share of the applicable Fund next determined after the repurchase order is received in good order. Such an arrangement is subject to timely receipt by Invesco Aim Investment Services, the Fund's transfer agent, of all required documents in good order. If such documents are not received within a reasonable time after the order is placed, the order is subject to cancellation. While there is no charge imposed by the Fund or by Invesco Aim Distributors (other than any applicable contingent deferred sales charge and any applicable redemption fee) when shares are redeemed or repurchased, dealers may charge a fair service fee for handling the transaction. SUSPENSION OF REDEMPTIONS. The right of redemption may be suspended or the date of payment postponed when (a) trading on the New York Stock Exchange (NYSE) is restricted, as determined by applicable rules and regulations of the SEC, (b) the NYSE is closed for other than customary weekend and holiday closings, (c) the SEC has by order permitted such suspension, or (d) an emergency as determined by the SEC exists making disposition of portfolio securities or the valuation of the net assets of a Fund not reasonably practicable. SYSTEMATIC REDEMPTION PLAN. A Systematic Redemption Plan permits a shareholder of an AIM Fund to withdraw on a regular basis at least $50 per withdrawal. At the time the withdrawal plan is established, the total account value must be $5,000 or more. Under a Systematic Redemption Plan, all shares are to be held by Invesco Aim Investment Services. To provide funds for payments made under the Systematic Redemption Plan, Invesco Aim Investment Services redeems sufficient full and fractional shares at their net asset value in effect at the time of each such redemption. Payments under a Systematic Redemption Plan constitute taxable events. Since such payments are funded by the redemption of shares, they may result in a return of capital and in capital gains or losses, rather than in ordinary income. Because sales charges are imposed on additional purchases of Class A shares, it is disadvantageous to effect such purchases while a Systematic Redemption Plan is in effect. Each AIM Fund bears its share of the cost of operating the Systematic Redemption Plan. Contingent Deferred Sales Charges Imposed upon Redemption of Shares A CDSC may be imposed upon the redemption of Large Purchases of Class A shares of Category I, II and IV Funds, upon the redemption of Class B shares or Class C shares (no CDSC applies to Class C shares of AIM LIBOR Alpha Fund or AIM Short Term Bond Fund unless you exchange shares of another AIM Fund that are subject to a CDSC into AIM LIBOR Alpha Fund or AIM Short Term Bond Fund) and, in certain circumstances, upon the redemption of Class R shares. See the Prospectus for additional information regarding CDSCs. 55 CONTINGENT DEFERRED SALES CHARGE EXCEPTIONS FOR LARGE PURCHASES OF CLASS A SHARES. An investor who has made a Large Purchase of Class A shares of a Category I, II or IV Fund, will not be subject to a CDSC upon the redemption of those shares in the following situations: - Redemptions of shares of Category I, II or IV Funds held more than 18 months; - Redemptions of shares held by retirement plans, maintained pursuant to Sections 403 (only if the employer or plan sponsor is a tax-exempt organization operated pursuant to Section 501(c)(3) of the Code), 401 or 457 of the Code, in cases where (i) the plan has remained invested in Class A shares of a Fund for at least 12 months, or (ii) the redemption is not a complete redemption of shares held by the plan; - Redemptions of shares by the investor where the investor's dealer waives the amounts otherwise payable to it by the distributor and notifies the distributor prior to the time of investment; - Minimum required distributions made in connection with an IRA, Keogh Plan or custodial account under Section 403(b) of the Code or other retirement plan following attainment of age 70 1/2; - Redemptions following the death or post-purchase disability of (i) any registered shareholders on an account or (ii) a settlor of a living trust, of shares held in the account at the time of death or initial determination of post-purchase disability, provided that shares have not been commingled with shares that are subject to CDSC; and - Amounts from a monthly, quarterly or annual Systematic Redemption Plan of up to an annual amount of 12% of the account value on a per fund basis provided the investor reinvests his dividends. At the time the withdrawal plan is established, the total account value must be $5,000 or more. CONTINGENT DEFERRED SALES CHARGE EXCEPTIONS FOR CLASS B AND C SHARES. CDSCs will not apply to the following redemptions of Class B or Class C shares, as applicable: - Additional purchases of Class C shares of AIM International Core Equity Fund and AIM Real Estate Fund by shareholders of record on April 30, 1995, of AIM International Value Fund, predecessor to AIM International Core Equity Fund, and AIM Real Estate Fund, except that shareholders whose broker-dealers maintain a single omnibus account with Invesco Aim Investment Services on behalf of those shareholders, perform sub-accounting functions with respect to those shareholders, and are unable to segregate shareholders of record prior to April 30, 1995, from shareholders whose accounts were opened after that date will be subject to a CDSC on all purchases made after March 1, 1996; - Redemptions following the death or post-purchase disability of (1) any registered shareholders on an account or (2) a settlor of a living trust, of shares held in the account at the time of death or initial determination of post-purchase disability, provided that shares have not been commingled with shares that are subject to CDSC; - Certain distributions from individual retirement accounts, Section 403(b) retirement plans, Section 457 deferred compensation plans and Section 401 qualified plans, where redemptions result from (i) required minimum distributions to plan participants or beneficiaries who are age 70 1/2 or older, and only with respect to that portion of such distributions that does not exceed 12% annually of the participant's or beneficiary's account value in a particular Fund; (ii) in kind transfers of assets where the participant or beneficiary notifies the distributor of the transfer no later than the time the transfer occurs; (iii) tax-free rollovers or transfers of assets to another plan of the type described above invested in Class B or Class C shares of one or more of the funds; (iv) tax-free returns of excess contributions or returns of excess 56 deferral amounts; and (v) distributions on the death or disability (as defined in the Code) of the participant or beneficiary; - Amounts from a monthly or quarterly Systematic Redemption Plan of up to an annual amount of 12% of the account value on a per fund basis provided the investor reinvests his dividends. At the time the withdrawal plan is established, the total account value must be $5,000 or more; - Liquidation initiated by the Fund when the account value falls below the minimum required account size of $500; and - Investment account(s) of Invesco Aim and its affiliates. CDSCs will not apply to the following redemptions of Class C shares: - A total or partial redemption of shares where the investor's dealer of record notifies the distributor prior to the time of investment that the dealer would waive the upfront payment otherwise payable to him; - Redemption of shares held by retirement plans, maintained pursuant to Sections 403 (only if the employer or plan sponsor is a tax-exempt organization operated pursuant to Section 501(c)(3) of the Code), 401 or 457 of the Code, in cases where (i) the plan has remained invested in Class C shares of a Fund for at least 12 months, or (ii) the redemption is not a complete redemption of all Class C shares held by the plan; and - Redemptions of Class C shares of a Fund other than AIM LIBOR Alpha Fund or AIM Short Term Bond Fund if you received such Class C shares by exchanging Class C shares of AIM LIBOR Alpha Fund or AIM Short Term Bond Fund. CONTINGENT DEFERRED SALES CHARGE EXCEPTIONS FOR CLASS R SHARES. CDSCs will not apply to the following redemptions of Class R shares: - A total or partial redemption of Class R shares where the retirement plan's dealer of record notifies the distributor prior to the time of investment that the dealer waives the upfront payment otherwise payable to him; and - Redemptions of shares held by retirement plans, maintained pursuant to Sections 403 (only if the employer or plan sponsor is a tax-exempt organization operated pursuant to Section 501(c)(3) of the Code), 401 or 457 of the Code, in cases where (i) the plan has remained invested in Class R shares of a Fund for at least 12 months, or (ii) the redemption is not a complete redemption of all Class R shares held by the plan. General Information Regarding Purchases, Exchanges and Redemptions GOOD ORDER. Purchase, exchange and redemption orders must be received in good order in accordance with Invesco Aim Investment Services policy and procedures and U.S. regulations. Invesco Aim Investment Services reserves the right to refuse transactions. Transactions not in good order will not be processed and once brought into good order, will receive current price. To be in good order, an investor or financial intermediary must supply Invesco Aim Investment Services with all required information and documentation, including signature guarantees when required. In addition, if a purchase of shares is made by check, the check must be received in good order. This means that the check must be properly completed and signed, and legible to Invesco Aim Investment Services in its sole discretion. If a check used to purchase shares does not clear, or if any investment order must be canceled due to nonpayment, the investor will be responsible for any resulting loss. AUTHORIZED AGENTS. Invesco Aim Investment Services and Invesco Aim Distributors may authorize agents to accept purchase and redemption orders that are in good form on behalf of the AIM 57 Funds. In certain cases, these authorized agents are authorized to designate other intermediaries to accept purchase and redemption orders on a Fund's behalf. The Fund will be deemed to have received the purchase or redemption order when the Fund's authorized agent or its designee accepts the order. The order will be priced at the net asset value next determined after the order is accepted by the Fund's authorized agent or its designee. SIGNATURE GUARANTEES. In addition to those circumstances listed in the "Shareholder Information" section of the Fund's prospectus, signature guarantees are required in the following situations: (1) requests to transfer the registration of shares to another owner; (2) telephone exchange and telephone redemption authorization forms; (3) changes in previously designated wiring or electronic funds transfer instructions; (4) written redemptions or exchanges of shares held in certificate form previously reported to Invesco Aim as lost, whether or not the redemption amount is under $250,000 or the proceeds are to be sent to the address of record; and (5) requests to redeem accounts where the proceeds are over $250,000 or the proceeds are to be sent to an address or a bank other than the address or bank of record. AIM Funds may waive or modify any signature guarantee requirements at any time. Acceptable guarantors include banks, broker-dealers, credit unions, national securities exchanges, savings associations and any other organization, provided that such institution or organization qualifies as an "eligible guarantor institution" as that term is defined in rules adopted by the SEC, and further provided that such guarantor institution is listed in one of the reference guides contained in Invesco Aim Investment Services' current Signature Guarantee Standards and Procedures, such as certain domestic banks, credit unions, securities dealers, or securities exchanges. Notary public signatures are not an acceptable replacement for a signature guarantee. Invesco Aim Investment Services will also accept signatures with either: (1) a signature guaranteed with a medallion stamp of the STAMP Program, or (2) a signature guaranteed with a medallion stamp of the NYSE Medallion Signature Program, provided that in either event, the amount of the total transaction involved does not exceed the surety coverage amount indicated on the medallion. For information regarding whether a particular institution or organization qualifies as an "eligible guarantor institution" and to determine how to fulfill a signature guarantee requirement, an investor should contact the Client Services Department of Invesco Aim Investment Services. TRANSACTIONS BY TELEPHONE. By signing an account application form, an investor appoints Invesco Aim Investment Services as his true and lawful attorney-in-fact to surrender for redemption any and all unissued shares held by Invesco Aim Investment Services in the designated account(s), or in any other account with any of the AIM Funds, present or future, which has the identical registration as the designated account(s), with full power of substitution in the premises. Invesco Aim Investment Services and Invesco Aim Distributors are thereby authorized and directed to accept and act upon any telephone redemptions of shares held in any of the account(s) listed, from any person who requests the redemption proceeds to be applied to purchase shares in any one or more of the AIM Funds, provided that such fund is available for sale and provided that the registration and mailing address of the shares to be purchased are identical to the registration of the shares being redeemed. An investor acknowledges by signing the form that he understands and agrees that Invesco Aim Investment Services and Invesco Aim Distributors may not be liable for any loss, expense or cost arising out of any telephone exchange requests effected in accordance with the authorization set forth in these instructions if they reasonably believe such request to be genuine, but may in certain cases be liable for losses due to unauthorized or fraudulent transactions. Procedures for verification of telephone transactions may include recordings of telephone transactions (maintained for six months), requests for confirmation of the shareholder's Social Security Number and current address, and mailings of confirmations promptly after the transactions. Invesco Aim Investment Services reserves the right to modify or terminate the telephone exchange privilege at any time without notice. An investor may elect not to have this privilege by marking the appropriate box on the application. Then any exchanges must be effected in writing by the investor. INTERNET TRANSACTIONS. An investor may effect transactions in his account through the internet by establishing a Personal Identification Number (PIN). By establishing a PIN the investor acknowledges and agrees that neither Invesco Aim Investment Services nor Invesco Aim Distributors will be liable for any loss, expense or cost arising out of any internet transaction effected by them in accordance with any instructions submitted by a user who transmits the PIN as authentication of his or her identity. 58 Procedures for verification of internet transactions include requests for confirmation of the shareholder's personal identification number and mailing of confirmations promptly after the transactions. The investor also acknowledges that the ability to effect internet transactions may be terminated at any time by the AIM Funds. Policies for processing transactions via the Internet may differ from policies for transactions via telephone due to system settings. ABANDONED PROPERTY. It is the responsibility of the investor to ensure that Invesco Aim Investment Services maintains a correct address for his account(s). An incorrect address may cause an investor's account statements and other mailings to be returned to Invesco Aim Investment Services. Upon receiving returned mail, Invesco Aim Investment Services will attempt to locate the investor or rightful owner of the account. If unsuccessful, Invesco Aim Investment Services will retain a shareholder locator service with a national information database to conduct periodic searches for the investor. If the search firm is unable to locate the investor, the search firm will determine whether the investor's account has legally been abandoned. Invesco Aim Investment Services is legally obligated to escheat (or transfer) abandoned property to the appropriate state's unclaimed property administrator in accordance with statutory requirements. The investor's last known address of record determines which state has jurisdiction. MISCELLANEOUS FEES. In certain circumstances, the intermediary maintaining the shareholder account through which your Fund shares are held may assess various fees related to the maintenance of that account, such as: - an annual custodial fee on accounts where Invesco Aim Distributors acts as the prototype sponsor; - expedited mailing fees in response to overnight redemption requests; and - copying and mailing charges in response to request for duplicate statements. Please consult with your intermediary for further details concerning any applicable fees. INSTITUTIONAL CLASS SHARES Before the initial purchase of shares, an investor must submit a completed account application to his financial intermediary, who should forward the application to Invesco Aim Investment Services at P.O. Box 4497, Houston, Texas 77210-4497. An investor may change information in his account application by submitting written changes or a new account application to his intermediary or to Invesco Aim Investment Services. Purchase and redemption orders must be received in good order. To be in good order, the financial intermediary must give Invesco Aim Investment Services all required information and documentation with respect to the investor. If the intermediary fails to deliver the investor's payment on the required settlement date, the intermediary must reimburse the Fund for any overdraft charges incurred. A financial intermediary may submit a written request to Invesco Aim Investment Services for correction of transactions involving Fund shares. If Invesco Aim Investment Services agrees to correct a transaction, and the correction requires a dividend adjustment, the intermediary must agree in writing to reimburse the Fund for any resulting loss. An investor may terminate his relationship with an intermediary and become the shareholder of record on his account. However, until the investor establishes a relationship with an intermediary, the investor will not be able to purchase additional shares of the Fund, except through the reinvestment of distributions. Payment for redeemed shares is normally made by Federal Reserve wire to the bank account designated in the investor's account application, but may be sent by check at the investor's request. By providing written notice to his financial intermediary or to Invesco Aim Investment Services, an investor 59 may change the bank account designated to receive redemption proceeds. Invesco Aim Investment Services may request additional documentation. Invesco Aim Investment Services may request that an intermediary maintain separate master accounts in the Fund for shares held by the intermediary (a) for its own account, for the account of other institutions and for accounts for which the intermediary acts as a fiduciary; and (b) for accounts for which the intermediary acts in some other capacity. An intermediary may aggregate its master accounts and sub-accounts to satisfy the minimum investment requirement. Platform sponsors that provide investment vehicles to fund Section 401 defined contribution plans and have entered into written agreements with Invesco Aim Distributors to waive applicable investment minimums may purchase Institutional Class shares for accounts within such plans. OFFERING PRICE The following formula may be used to determine the public offering price per Class A share of an investor's investment: Net Asset Value / (1 - Sales Charge as % of Offering Price ) = Offering Price. For example, at the close of business on October 31, 2008, AIM Capital Development Fund - Class A shares had a net asset value per share of $10.62. The offering price, assuming an initial sales charge of 5.50%, therefore was $11.24. Calculation of Net Asset Value The Fund determines its net asset value per share once daily as of the close of the customary trading session of the NYSE (generally 4:00 p.m. Eastern time) on each business day of the Fund. In the event the NYSE closes early (i.e., before 4:00 p.m. Eastern time) on a particular day, the Fund determines its net asset value per share as of the close of the NYSE on such day. For purposes of determining net asset value per share, futures and option contracts may be valued 15 minutes after the close of the customary trading session of the NYSE. Futures contracts are valued at the final settlement price set by an exchange on which they are principally traded. Listed options are valued at the mean between the last bid and ask prices from the exchange on which they are principally traded. Options not listed on an exchange are valued by an independent source at the mean between the last bid and ask prices. The Fund determines net asset value per share by dividing the value of the Fund's securities, cash and other assets (including interest accrued but not collected) attributable to a particular class, less all its liabilities (including accrued expenses and dividends payable) attributable to that class, by the total number of shares outstanding of that class. Determination of the Fund's net asset value per share is made in accordance with generally accepted accounting principles. Generally, the portfolio securities for non-money market funds are recorded in the NAV no later than trade date plus one, except on fiscal quarter ends, such securities are recorded on trade date. For money market funds, portfolio securities are recorded in the NAV on trade date. The net asset value for shareholder transactions may be different than the net asset value reported in the Fund's financial statement due to adjustments required by generally accepted accounting principles made to the net asset value of the Fund at period end. Investments in open-end and closed-end registered investment companies that do not trade on an exchange are valued at the end of day net asset value per share. Investments in open-end and closed-end registered investment companies that trade on an exchange are valued at the last sales price or official closing price as of the close of the customary trading session on the exchange where the security is principally traded. A security listed or traded on an exchange (excluding convertible bonds) held by the Fund is valued at its last sales price or official closing price on the exchange where the security is principally traded or, lacking any sales or official closing price on a particular day, the security may be valued at the closing bid price on that day. Each equity security traded in the over-the-counter market is valued on the basis of prices furnished by independent pricing services vendors or market makers. Debt securities (including convertible bonds) and unlisted equities are fair valued using an evaluated quote provided by 60 an independent pricing vendor. Evaluated quotes provided by the pricing vendor may be determined without exclusive reliance on quoted prices, and may reflect appropriate factors such as institution-size trading in similar groups of securities, developments related to special securities, dividend rate, yield, quality, coupon rate, maturity, type of issue, individual trading characteristics and other market data. Securities for which market prices are not provided by any of the above methods may be valued based upon quotes furnished by independent sources and are valued at the last bid price in the case of equity securities and Corporate Loans and in the case of debt obligations (excluding Corporate Loans), the mean between the last bid and ask prices. Short-term investments (including commercial paper) are valued at amortized cost when the security has 60 days or less to maturity. Generally, trading in corporate bonds, U.S. Government securities and money market instruments is substantially completed each day at various times prior to the close of the customary trading session of the NYSE. The values of such securities used in computing the net asset value of a Fund's shares are determined at such times. Occasionally, events affecting the values of such securities may occur between the times at which such values are determined and the close of the customary trading session of the NYSE. If Invesco Aim believes a development/event has actually caused a closing price to no longer reflect current market value, the closing price may be adjusted to reflect the fair value of the affected security as of the close of the NYSE as determined in good faith using procedures approved by the Board. Foreign securities are converted into U.S. dollar amounts using exchange rates as of the close of the NYSE. If market quotations are available and reliable for foreign exchange traded equity securities, the securities will be valued at the market quotations. Because trading hours for certain foreign securities end before the close of the NYSE, closing market quotations may become unreliable. If between the time trading ends on a particular security and the close of the customary trading session on the NYSE, events occur that are significant and may make the closing price unreliable, the Fund may fair value the security. If an issuer specific event has occurred that Invesco Aim determines, in its judgment, is likely to have affected the closing price of a foreign security, it will price the security at fair value in good faith using procedures approved by the Board. Adjustments to closing prices to reflect fair value may also be based on a screening process from a pricing vendor to indicate the degree of certainty, based on historical data, that the closing price in the principal market where a foreign security trades is not the current market value as of the close of the NYSE. For foreign securities where Invesco Aim believes, at the approved degree of certainty, that the price is not reflective of current market value, Invesco Aim will use the indication of fair value from the pricing vendor to determine the fair value of the security. The pricing vendor, pricing methodology or degree of certainty may change from time to time. Multiple factors may be considered by the pricing vendor in determining adjustments to reflect fair value and may include information relating to sector indices, ADRs, domestic and foreign index futures, and exchange-traded funds. Fund securities primarily traded in foreign markets may be traded in such markets on days that are not business days of the Fund. Because the net asset value per share of the Fund is determined only on business days of the Fund, the value of the portfolio securities of the Fund that invests in foreign securities may change on days when an investor cannot exchange or redeem shares of the Fund. Securities for which market quotations are not readily available or are unreliable are valued at fair value as determined in good faith by or under the supervision of the Trust's officers in accordance with procedures approved by the Board of Trustees. Issuer specific events, market trends, bid/ask quotes of brokers and information providers and other market data may be reviewed in the course of making a good faith determination of a security's fair value. REDEMPTIONS IN KIND Although the Fund generally intends to pay redemption proceeds solely in cash, the Fund reserve the right to determine, in their sole discretion, whether to satisfy redemption requests by making payment in securities or other property (known as a redemption in kind). For instance, the Fund may make a redemption in kind, if a cash redemption would disrupt its operations or performance. Securities 61 that will be delivered as payment in redemptions in kind will be valued using the same methodologies that the Fund typically utilizes in valuing such securities. Shareholders receiving such securities are likely to incur transaction and brokerage costs on their subsequent sales of such securities, and the securities may increase or decrease in value until the shareholder sells them. The Trust, on behalf of the Fund, has made an election under Rule 18f-1 under the 1940 Act (a "Rule 18f-1 Election"), and therefore, the Trust, on behalf of the Fund is obligated to redeem for cash all shares presented to the Fund for redemption by any one shareholder in an amount up to the lesser of $250,000 or 1% of the Fund's net assets in any 90-day period. The Rule 18f-1 Election is irrevocable while Rule 18f-1 under the 1940 Act is in effect unless the SEC by order permits withdrawal of such Rule 18f-1 Election. BACKUP WITHHOLDING Accounts submitted without a correct, certified taxpayer identification number ("TIN") or, alternatively, a correctly completed and currently effective Internal Revenue Service ("IRS") Form W-8 (for non-resident aliens) or Form W-9 (for U.S. persons including resident aliens) accompanying the registration information will generally be subject to backup withholding. Each AIM Fund, and other payers, generally must withhold, 28% of reportable dividends (whether paid in cash or reinvested in additional Fund shares), including exempt-interest dividends, in the case of any shareholder who fails to provide the Fund with a TIN and a certification that he is not subject to backup withholding. An investor is subject to backup withholding if: 1. the investor fails to furnish a correct TIN to the Fund; 2. the IRS notifies the Fund that the investor furnished an incorrect TIN; 3. the investor or the Fund is notified by the IRS that the investor is subject to backup withholding because the investor failed to report all of the interest and dividends on such investor's tax return (for reportable interest and dividends only); 4. the investor fails to certify to the Fund that the investor is not subject to backup withholding under (3) above (for reportable interest and dividend accounts opened after 1983 only); or 5. the investor does not certify his TIN. This applies only to non-exempt mutual fund accounts opened after 1983. Interest and dividend payments are subject to backup withholding in all five situations discussed above. Redemption proceeds are subject to backup withholding only if (1), (2) or (5) above applies. Certain payees and payments are exempt from backup withholding and information reporting. Invesco Aim or Invesco Aim Investment Services will not provide Form 1099 to those payees. Investors should contact the IRS if they have any questions concerning withholding. IRS PENALTIES - Investors who do not supply the AIM Funds with a correct TIN will be subject to a $50 penalty imposed by the IRS unless such failure is due to reasonable cause and not willful neglect. If an investor falsifies information on this form or makes any other false statement resulting in no backup withholding on an account which should be subject to backup withholding, such investor may be subject to a $500 penalty imposed by the IRS and to certain criminal penalties including fines and/or imprisonment. NON-RESIDENT ALIENS - Non-resident alien individuals and foreign entities with a valid Form W-8 are not subject to the backup withholding previously discussed. The Form W-8 generally remains in effect for a period starting on the date the Form is signed and ending on the last day of the third succeeding calendar year. Such shareholders may, however, be subject to federal income tax withholding at a 30% rate on ordinary income dividends and other distributions. Under applicable treaty law, residents of treaty countries may qualify for a reduced rate of withholding or a withholding exemption. 62 Non-resident alien individuals and some foreign entities failing to provide a valid Form W-8 may be subject to backup withholding and Form 1099 reporting. DIVIDENDS, DISTRIBUTIONS AND TAX MATTERS DIVIDENDS AND DISTRIBUTIONS It is the present policy of the Fund, to declare and pay annually net investment income dividends and any capital gain distributions. The Fund, however, may declare and pay such income dividends and capital gains distributions more than once per year, if necessary, in order to reduce or eliminate federal excise or income taxes on the Fund. The Fund intends to distribute substantially all of its net investment income and capital gain net income (excess of capital gains over capital losses) as noted below. In determining the amount of capital gains, if any, available for distribution, capital gains will generally be offset against available net capital loss, if any, carried forward from previous fiscal periods. All dividends and distributions will be automatically reinvested in additional shares of the same class of the Fund unless the shareholder has requested in writing to receive such dividends and distributions in cash or that they be invested in shares of another AIM Fund, subject to the terms and conditions set forth in the Prospectus under the caption "Purchasing Shares - Automatic Dividend and Distribution Investment." Such dividends and distributions will be reinvested at the net asset value per share determined on the ex-dividend date. If a shareholder's account does not have any shares in it on a dividend or capital gain distribution payment date, the dividend or distribution will be paid in cash whether or not the shareholder has elected to have such dividends or distributions reinvested. Dividends on Class B, Class C and Class R shares of certain funds are expected to be lower than those for Class A and Institutional Class shares of the same Fund because of higher distribution fees paid by Class B, Class C, Class R and Class Y shares. Other class-specific expenses may also affect dividends on shares of those classes. Expenses attributable to a particular class ("Class Expenses") include distribution plan expenses, which must be allocated to the class for which they are incurred. Other expenses may be allocated as Class Expenses, consistent with applicable legal principles under the 1940 Act and the Code. TAX MATTERS The following is only a summary of certain additional tax considerations generally affecting the Fund and their shareholders that are not described in the Prospectus. No attempt is made to present a detailed explanation of the tax treatment of the Fund or its shareholders, and the discussion here and in the Prospectus is not intended as a substitute for careful tax planning. QUALIFICATION AS A REGULATED INVESTMENT COMPANY. The Fund has elected to be taxed under Subchapter M of the Code as a regulated investment company and intends to maintain its qualification as such in each of its taxable years. As a regulated investment company, the Fund is not subject to federal income tax on the portion of its net investment income (i.e., taxable interest, dividends and other taxable ordinary income, net of expenses) and capital gain net income (i.e., excess of capital gains over capital losses) that it distributes to shareholders, provided that it distributes an amount equal to (i) at least 90% of its investment company taxable income (i.e., net investment income, net foreign currency ordinary gain or loss and the excess of net short-term capital gain over net long-term capital loss) and (ii) at least 90% of the excess of its tax-exempt interest income under Code Section 103(a) over its deductions disallowed under Code Sections 265 and 171(a)(2) for the taxable year (the "Distribution Requirement"), and satisfies certain other requirements of the Code that are described below. Distributions by the Fund made during the taxable year or, under specified circumstances, within twelve months after the close of the taxable year, will be considered distributions of income and gain of the taxable year and can therefore satisfy the Distribution Requirement. Notwithstanding the foregoing, the Board of Trustees reserves the right not to maintain the qualification of the Fund as a regulated investment company if it determines such a course of action to be beneficial to shareholders. 63 The Fund presently intends to elect under applicable Treasury regulations to treat any net capital loss and any net long-term capital loss incurred after October 31 as if it had been incurred in the succeeding taxable year in determining its taxable income for the current taxable year. The Fund may also elect under the same regulations to treat all or part of any net foreign currency loss incurred after October 31 as if it had been incurred in the succeeding taxable year. The Fund may use "equalization accounting" in determining the portion of its net investment income and capital gain net income that has been distributed. The Fund that elects to use equalization accounting will allocate a portion of its realized investment income and capital gain to redemptions of Fund shares and will reduce the amount of such income and/or gain that it distributes in cash. However, the Fund intends to make cash distributions for each taxable year in an aggregate amount that is sufficient to satisfy the Distribution Requirement without taking into account its use of equalization accounting. The IRS has not published any guidance concerning the methods to be used in allocating investment income and capital gain to redemptions of shares. In the event that the IRS determines that the Fund is using an improper method of allocation and has under-distributed its net investment income or capital gain net income for any taxable year, the Fund may be liable for additional federal income tax. In addition to satisfying the Distribution Requirement, a regulated investment company must derive at least 90% of its gross income from dividends, interest, certain payments with respect to securities loans, and gains from the sale or other disposition of stock, securities, or foreign currencies (to the extent such foreign currency gain is directly related to the regulated investment company's principal business of investing in stock or securities), or other income (including, but not limited to, gains from options, futures or forward contracts) derived from its business of investing in such stock, securities or currencies and net income derived from certain publicly traded partnerships (the "Income Requirement"). Under certain circumstances, the Fund may be required to sell portfolio holdings in order to meet this requirement. In addition to satisfying the requirements described above, the Fund must satisfy an asset diversification test in order to qualify as a regulated investment company (the "Asset Diversification Test"). Under this test, at the close of each quarter of the Fund's taxable year, at least 50% of the value of the Fund's assets must consist of cash and cash items, U.S. Government securities, securities of other regulated investment companies, and securities of other issuers, as to which the Fund has not invested more than 5% of the value of the Fund's total assets in securities of such issuer and as to which the Fund does not hold more than 10% of the outstanding voting securities of such issuer, and no more than 25% of the value of its total assets may be invested in the securities of any one issuer (other than U.S. Government securities and securities of other regulated investment companies), or of two or more issuers which the Fund controls and which are engaged in the same or similar trades or businesses, or, collectively, in securities of certain publicly traded partnerships. For purposes of the Asset Diversification Test, the IRS has ruled that the issuer of a purchased listed call option on stock is the issuer of the stock underlying the option. The IRS has also informally ruled that, in general, the issuers of purchased or written call and put options on securities, of long and short positions on futures contracts on securities and of options on such futures contracts are the issuers of the securities underlying such financial instruments where the instruments are traded on an exchange. Where the writer of a listed call option owns the underlying securities, the IRS has ruled that the Asset Diversification Test will be applied solely to such securities and not to the value of the option itself. With respect to options on securities indexes, futures contracts on securities indexes and options on such futures contracts, the IRS has informally ruled that the issuers of such options and futures contracts are the separate entities whose securities are listed on the index, in proportion to the weighting of securities in the computation of the index. It is unclear under present law who should be treated as the issuer of forward foreign currency exchange contracts, of options on foreign currencies, or of foreign currency futures and related options. It has been suggested that the issuer in each case may be the foreign central bank or the foreign government backing the particular currency. Due to this uncertainty and because the Fund may not rely on informal rulings of the IRS, the Fund may find it necessary to seek a ruling from the IRS as to the application of the Asset Diversification Test to certain of the foregoing types of financial instruments or to limit its holdings of some or all such instruments in order to stay within the limits of such test. 64 Under an IRS revenue procedure, the Fund may treat its position as lender under a repurchase agreement as a U.S. Government security for purposes of the Asset Diversification Test where the repurchase agreement is fully collateralized (under applicable SEC standards) with securities that constitute U.S. Government securities. If for any taxable year the Fund does not qualify as a regulated investment company, all of its taxable income (including its net capital gain (net long-term capital gain over any net short-term capital loss)) would be subject to tax at regular corporate rates without any deduction for distributions to shareholders, and such distributions would be taxable as ordinary dividends to the extent of the Fund's current and accumulated earnings and profits. Such distributions generally would be eligible (to the extent discussed below) for the dividends received deduction in the case of corporate shareholders and would be included in the qualified dividend income of non-corporate shareholders. See "Fund Distributions" below. DETERMINATION OF TAXABLE INCOME OF A REGULATED INVESTMENT COMPANY. In general, gain or loss recognized by the Fund on the disposition of an asset will be a capital gain or loss. However, gain recognized on the disposition of a debt obligation purchased by the Fund at a market discount (generally, at a price less than its principal amount) will be treated as ordinary income to the extent of the portion of the market discount which accrued during the period of time the Fund held the debt obligation unless the Fund made an election to accrue market discount into income. If the Fund purchases a debt obligation that was originally issued at a discount, the Fund is generally required to include in gross income each year the portion of the original issue discount which accrues during such year. In addition, under the rules of Code Section 988, gain or loss recognized on the disposition of a debt obligation denominated in a foreign currency or an option with respect thereto (but only to the extent attributable to changes in foreign currency exchange rates), and gain or loss recognized on the disposition of a forward foreign currency contract or of foreign currency itself, will generally be treated as ordinary income or loss. In certain cases, the Fund may make an election to treat such gain or loss as capital. Certain hedging transactions that may be engaged in by certain of the Fund (such as short sales "against the box") may be subject to special tax treatment as "constructive sales" under Section 1259 of the Code if the Fund holds certain "appreciated financial positions" (defined generally as any interest (including a futures or forward contract, short sale or option) with respect to stock, certain debt instruments, or partnership interests if there would be a gain were such interest sold, assigned, or otherwise terminated at its fair market value). Upon entering into a constructive sales transaction with respect to an appreciated financial position, the Fund will generally be deemed to have constructively sold such appreciated financial position and will recognize gain as if such position were sold, assigned, or otherwise terminated at its fair market value on the date of such constructive sale (and will take into account any gain for the taxable year which includes such date). Some of the forward foreign currency exchange contracts, options and futures contracts that certain of the Fund may enter into will be subject to special tax treatment as "Section 1256 contracts." Section 1256 contracts that the Fund holds are treated as if they are sold for their fair market value on the last business day of the taxable year, regardless of whether a taxpayer's obligations (or rights) under such contracts have terminated (by delivery, exercise, entering into a closing transaction or otherwise) as of such date. Any gain or loss recognized as a consequence of the year-end deemed disposition of Section 1256 contracts is combined with any other gain or loss that was previously recognized upon the termination of Section 1256 contracts during that taxable year. The net amount of such gain or loss for the entire taxable year (including gain or loss arising as a consequence of the year-end deemed sale of such contracts) is deemed to be 60% long-term and 40% short-term gain or loss. However, in the case of Section 1256 contracts that are forward foreign currency exchange contracts, the net gain or loss is separately determined and (as discussed above) generally treated as ordinary income or loss unless certain elections have been made. If such a future or option is held as an offsetting position and can be considered a straddle under Section 1092 of the Code, such a straddle will constitute a mixed straddle. A mixed straddle will be subject to both Section 1256 and Section 1092 unless certain elections are made by the Fund. 65 Other hedging transactions in which the Fund may engage may result in "straddles" or "conversion transactions" for U.S. federal income tax purposes. The straddle and conversion transaction rules may affect the character of gains (or in the case of the straddle rules, losses) realized by the Fund. In addition, losses realized by the Fund on positions that are part of a straddle may be deferred under the straddle rules, rather than being taken into account in calculating the taxable income for the taxable year in which the losses are realized. Because only a few regulations implementing the straddle rules and the conversion transaction rules have been promulgated, the tax consequences to the Fund of hedging transactions are not entirely clear. The hedging transactions may increase the amount of short-term capital gain realized by the Fund (and, if they are conversion transactions, the amount of ordinary income) which is taxed as ordinary income when distributed to shareholders. Because application of any of the foregoing rules governing Section 1256 contracts, constructive sales, straddle and conversion transactions may affect the character of gains or losses, defer losses and/or accelerate the recognition of gains or losses from the affected investment or straddle positions, the taxable income of the Fund may exceed or be less than its book income. Accordingly, the amount which must be distributed to shareholders and which will be taxed to shareholders as ordinary income, qualified dividend income, or long-term capital gain may also differ from the book income of the Fund and may be increased or decreased as compared to a fund that did not engage in such transactions. SWAP AGREEMENTS. The Fund may enter into swap agreements as permitted by the Fund's prospectus. Certain requirements that must be met under the Code in order for the Fund to qualify as a regulated investment company may limit the extent to which the Fund will be able to engage in certain types of swap agreements. Moreover, the rules governing the tax aspects of certain types of these agreements are in a developing stage and are not entirely clear in certain respects. Accordingly, while the Fund intends to account for such transactions in a manner deemed to be appropriate, the IRS might not accept such treatment. If it did not, the status of the Fund as a regulated investment company might be affected. The Fund intends to monitor developments in this area. EXCISE TAX ON REGULATED INVESTMENT COMPANIES. A 4% non-deductible excise tax is imposed on a regulated investment company that fails to distribute in each calendar year an amount equal to 98% of ordinary taxable income for the calendar year and 98% of capital gain net income for the one-year period ended on October 31 of such calendar year (or, at the election of a regulated investment company having a taxable year ending November 30 or December 31, for its taxable year (a "taxable year election")). The balance of such income must be distributed during the next calendar year. For the foregoing purposes, a regulated investment company is treated as having distributed any amount on which it is subject to income tax for any taxable year ending in such calendar year. For purposes of the excise tax, a regulated investment company shall (1) reduce its capital gain net income (but not below its net capital gain) by the amount of any net ordinary loss for the calendar year and (2) exclude Section 988 foreign currency gains and losses incurred after October 31 (or after the end of its taxable year if it has made a taxable year election) in determining the amount of ordinary taxable income for the current calendar year (and, instead, include such gains and losses in determining ordinary taxable income for the succeeding calendar year). The Fund generally intends to make sufficient distributions or deemed distributions of its ordinary taxable income and capital gain net income prior to the end of each calendar year to avoid liability for the excise tax. However, in the event that the IRS determines that the Fund is using an improper method of allocation for purposes of equalization accounting (as discussed above), the Fund may be liable for excise tax. Moreover, investors should note that the Fund may in certain circumstances be required to liquidate portfolio investments to make sufficient distributions to avoid excise tax liability. In addition, under certain circumstances, the Fund may elect to pay a minimal amount of excise tax. PFIC INVESTMENTS. The Fund is permitted to invest in foreign equity securities and thus may invest in stocks of foreign companies that are classified under the Code as passive foreign investment companies ("PFICs"). In general, a foreign company is classified as a PFIC if at least one-half of its assets constitute investment-type assets or 75% or more of its gross income is investment-type income. When investing in PFIC securities, the Fund intends to mark-to-market these securities under 66 certain provisions of the Code and recognize any unrealized gains as ordinary income at the end of the Fund's fiscal and excise tax years. Deductions for losses are allowable only to the extent of any current or previously recognized gains. These gains (reduced by allowable losses) are treated as ordinary income that the Fund is required to distribute, even though it has not sold or received dividends from these securities. You should also be aware that the designation of a foreign security as a PFIC security will cause its income dividends to fall outside of the definition of qualified foreign corporation dividends. These dividends generally will not qualify for the reduced rate of taxation on qualified dividends when distributed to you by the Fund. In addition, if the Fund is unable to identify an investment as a PFIC and thus does not make a mark-to-market election, the Fund may be subject to U.S. federal income tax on a portion of any "excess distribution" or gain from the disposition of such shares even if such income is distributed as a taxable dividend by the Fund to its shareholders. Additional charges in the nature of interest may be imposed on the Fund in respect of deferred taxes arising from such distributions or gains. INVESTMENT IN TAXABLE MORTGAGE POOLS (EXCESS INCLUSION INCOME). The Fundmay invest in U.S.-qualified REITs that hold residual interests in real estate mortgage investment conduits (REMICs) or which are, or have certain wholly-owned subsidiaries that are, "taxable mortgage pools." Under a Notice issued by the IRS, the Code and Treasury regulations to be issued, a portion of the Fund's income from a U.S.-qualified REIT that is attributable to the REIT's residual interest in a REMIC or equity interests in a taxable mortgage pool (referred to in the Code as an excess inclusion) will be subject to Federal income tax in all events. The excess inclusion income of a regulated investment company, such as the Fund, will be allocated to shareholders of the regulated investment company in proportion to the dividends received by such shareholders, with the same consequences as if the shareholders held the related REMIC residual interest or, if applicable, taxable mortgage pool directly. In general, excess inclusion income allocated to shareholders (i) cannot be offset by net operating losses (subject to a limited exception for certain thrift institutions), (ii) will constitute unrelated business taxable income to entities (including a qualified pension plan, an individual retirement account, a 401(k) plan, a Keogh plan or other tax-exempt entity) subject to tax on unrelated business income (UBTI), thereby potentially requiring such an entity that is allocated excess inclusion income, and otherwise might not be required to file a tax return, to file a tax return and pay tax on such income, and (iii) in the case of a foreign stockholder, will not qualify for any reduction in U.S. Federal withholding tax. In addition, if at any time during any taxable year a "disqualified organization" (which generally includes certain cooperatives, governmental entities, and tax-exempt organizations not subject to UBTI) is a record holder of a share in a regulated investment company, then the regulated investment company will be subject to a tax equal to that portion of its excess inclusion income for the taxable year that is allocable to the disqualified organization, multiplied by the highest Federal income tax rate imposed on corporations. The Notice imposes certain reporting requirements upon regulated investment companies that have excess inclusion income. There can be no assurance that the Fund will not allocate to shareholders excess inclusion income. The rules concerning excess inclusion income are complex and unduly burdensome in their current form, and the Fund is awaiting further guidance from the IRS on how these rules are to be implemented. Shareholders should talk to their tax advisors about whether an investment in the Fund is a suitable investment given the potential tax consequences of the Fund's receipt and distribution of excess inclusion income. FUND DISTRIBUTIONS. The Fund anticipates distributing substantially all of its investment company taxable income for each taxable year. Such distributions will be taxable to shareholders as ordinary income and treated as dividends for federal income tax purposes, but they will qualify for the 70% dividends received deduction for corporations and as qualified dividend income for individuals and other non-corporate taxpayers to the extent that shareholders have held their fund shares for a minimum required period and the distributions satisfy other requirements that are discussed below. The Fund may either retain or distribute to shareholders its net capital gain (net long-term capital gain over net short-term capital loss) for each taxable year. The Fund currently intends to distribute any such amounts. If net capital gain is distributed and designated as a capital gain dividend, it will be taxable to shareholders as long-term capital gain (currently taxable at maximum rates of 15% or 25%, depending on the nature of the capital gain, for non-corporate shareholders) regardless of the 67 length of time the shareholder has held his shares or whether such gain was recognized by the Fund prior to the date on which the shareholder acquired his shares. Conversely, if the Fund elects to retain its net capital gain, the Fund will be taxed thereon (except to the extent of any available capital loss carry forwards) at the 35% corporate tax rate. If the Fund elects to retain its net capital gain, it is expected that the Fund also will elect to have shareholders treated as if each received a distribution of its pro rata share of such gain, with the result that each shareholder will be required to report its pro rata share of such gain on its tax return as long-term capital gain, will receive a refundable tax credit for its pro rata share of tax paid by the Fund on the gain, and will increase the tax basis for its shares by an amount equal to the deemed distribution less the tax credit. Subject to applicable Code limitations, the Fund will be allowed to take into account a net capital loss (excess of losses over gains from the sale of capital assets) from a prior taxable year as a short-term capital loss for the current taxable year in determining its investment company taxable income and net capital gain. Ordinary income dividends paid by the Fund with respect to a taxable year will qualify for the 70% dividends received deduction generally available to corporations to the extent of the amount of qualifying dividends, if any, received by the Fund from domestic corporations for the taxable year. The availability of the dividends-received deduction is subject to certain holding period and debt financing restrictions imposed under the Code on the corporation claiming the deduction. Ordinary income dividends paid by the Fund to individuals and other non-corporate taxpayers will be treated as qualified dividend income that is subject to tax at a maximum rate of 15% to the extent of the amount of qualifying dividends, if any, received by the Fund from domestic corporations and from foreign corporations that are either incorporated in a possession of the United States, or are eligible for benefits under certain income tax treaties with the United States that include an exchange of information program. In addition, qualifying dividends include dividends paid with respect to stock of a foreign corporation that is readily tradable on an established securities market in the United States. Both the Fund and the investor must meet certain holding period requirements to qualify Fund dividends for this treatment. Dividends received by the Fund from PFICs are not qualifying dividends, and dividends received by the Fund from U.S.-qualified REITs generally are not qualifying dividends. If the qualifying dividend income received by the Fund is equal to 95% (or a greater percentage) of the Fund's gross income (exclusive of net capital gain) in any taxable year, all of the ordinary income dividends paid by the Fund will be qualifying dividend income. Alternative minimum tax ("AMT") is imposed in addition to, but only to the extent it exceeds, the regular tax and is computed at a maximum rate of 28% for non-corporate taxpayers and 20% for corporate taxpayers on the excess of the taxpayer's alternative minimum taxable income ("AMTI") over an exemption amount. However, the AMT on capital gain dividends and qualified dividend income paid by the Fund to a non-corporate shareholder may not exceed the maximum applicable capital gains rate for non-corporate taxpayers. The AMT applicable to corporations may reduce the value of the dividends received deduction. However, certain small corporations are wholly exempt from the AMT. Distributions by the Fund that are not paid from earnings and profits will be treated as a return of capital to the extent of (and in reduction of) the shareholder's tax basis in his shares; any excess will be treated as gain from the sale of his shares. Distributions by the Fund will be treated in the manner described above regardless of whether such distributions are paid in cash or reinvested in additional shares of the Fund (or of another Fund). Shareholders receiving a distribution in the form of additional shares will be treated as receiving a distribution in an amount equal to the fair market value of the shares received, determined as of the ex-dividend date. Ordinarily, shareholders are required to take distributions by the Fund into account in the year in which the distributions are made. However, dividends declared in October, November or December of any year and payable to shareholders of record on a specified date in such a month will be deemed to have been received by the shareholders (and made by the Fund) on December 31 of such calendar year if such dividends are actually paid in January of the following year. Shareholders will be advised annually 68 as to the U.S. federal income tax consequences of distributions made (or deemed made) during the year in accordance with the guidance that has been provided by the IRS. If the net asset value of shares is reduced below a shareholder's cost as a result of a distribution by the Fund, such distribution generally will be taxable even though it represents a return of invested capital. Investors should be careful to consider the tax implications of buying shares of the Fund just prior to a distribution. The price of shares purchased at this time may reflect the amount of the forthcoming distribution. Those purchasing just prior to a distribution will receive a distribution which generally will be taxable to them. Income earned on certain U.S. government obligations is exempt from state and local personal income taxes if earned directly by you. States also grant tax-free status to dividends paid to you from interest earned on direct obligations of the U.S. government, subject in some states to minimum investment or reporting requirements that must be met by the Fund. Income on investments by the Fund in certain other obligations, such as repurchase agreements collateralized by U.S. government obligations, commercial paper and federal agency-backed obligations (e.g., Government National Mortgage Association (GNMA) or Federal National Mortgage Association (FNMA) obligations), generally does not qualify for tax-free treatment. The rules on exclusion of this income are different for corporations. SALE OR REDEMPTION OF SHARES. A shareholder will recognize gain or loss on the sale or redemption of shares of the Fund in an amount equal to the difference between the proceeds of the sale or redemption and the shareholder's adjusted tax basis in the shares. Any redemption fees you incur on shares redeemed within 31 days of purchase will decrease the amount of any capital gain (or increase any capital loss) you realize on the sale. All or a portion of any loss so recognized may be deferred under the wash sale rules if the shareholder purchases other shares of the Fund within 30 days before or after the sale or redemption. In general, any gain or loss arising from (or treated as arising from) the sale or redemption of shares of the Fund will be considered capital gain or loss and will be long-term capital gain or loss if the shares were held for longer than one year. Currently, any long-term capital gain recognized by a non-corporate shareholder will be subject to tax at a maximum rate of 15%. However, any capital loss arising from the sale or redemption of shares held for six months or less will be treated as a long-term capital loss to the extent of the amount of capital gain dividends received on such shares. Capital losses in any year are deductible only to the extent of capital gains plus, in the case of a non-corporate taxpayer, $3,000 of ordinary income. The Transfer Agent may provide Fund shareholders with information concerning the average cost basis of their shares in order to help them calculate their gain or loss from a sale or redemption. This information is supplied as a convenience to shareholders and will not be reported to the IRS. Although the IRS permits the use of several methods to determine the cost basis of mutual fund shares, the cost basis information provided by the Transfer Agent will be calculated using only the single-category average cost method. Neither the Transfer Agent nor the Fund recommends any particular method of determining cost basis, and the use of other methods may result in more favorable tax consequences for some shareholders. Even if you have reported gains or losses for the Fund in past years using another method of basis determination, you may be able to use the average cost method for determining gains or losses in the current year. However, once you have elected to use the average cost method, you must continue to use it unless you apply to the IRS for permission to change methods. Under recently enacted provisions of the Emergency Economic Stabilization Act of 2008, the Fund's Transfer Agent will be required to provide you with cost basis information on the sale of any of your shares in the Fund, subject to certain exceptions. This cost basis reporting requirement is effective for shares purchased in the Fund on January 1, 2012. If a shareholder (a) incurs a sales load in acquiring shares of the Fund, (b) disposes of such shares less than 91 days after they are acquired, and (c) subsequently acquires shares of the Fund or another fund at a reduced sales load pursuant to a right to reinvest at such reduced sales load acquired in connection with the acquisition of the shares disposed of, then the sales load on the shares disposed of (to the extent of the reduction in the sales load on the shares subsequently acquired) shall not be taken 69 into account in determining gain or loss on the shares disposed of, but shall be treated as incurred on the acquisition of the shares subsequently acquired. The wash sale rules may also limit the amount of loss that may be taken into account on disposition after such adjustment. The automatic conversion of Class B shares into Class A shares of the same Fund at the end of approximately eight years after purchase will be tax-free for federal income tax purposes. Shareholders should consult their tax advisers regarding the state and local tax consequences of such conversion. BACKUP WITHHOLDING. The Fund may be required to withhold 28% of taxable distributions and/or redemption payments. For more information refer to "Purchase, Redemption and Pricing of Shares - Backup Withholding". FOREIGN SHAREHOLDERS. Shareholders who, as to the United States, are a non-resident alien individual, foreign trust or estate, foreign corporation, or foreign partnership ("foreign shareholder"), may be subject to U.S. withholding and estate tax and are subject to special U.S. tax certification requirements. Foreign shareholders should consult their tax advisors about the applicability of U.S. tax withholding and the use of the appropriate forms to certify their status. Taxation of a foreign shareholder depends on whether the income from the Fund is "effectively connected" with a U.S. trade or business carried on by such shareholder. If the income from the Fund is not effectively connected with a U.S. trade or business carried on by a foreign shareholder, distributions to such shareholder (other than certain capital gain dividends and exempt-interest dividends) will be subject to U.S. withholding tax at the rate of 30% (or lower treaty rate) upon the gross amount of the distribution subject to certain exemptions. Exemptions from this U.S. withholding tax are provided for exempt-interest dividends, capital gain dividends paid by the Fund from its net long-term capital gains, and with respect to taxable years of the Fund beginning before January 1, 2010 (sunset date), interest-related dividends paid by the Fund from its qualified net interest income from U.S. sources and short-term capital gains dividends. The Fund does not intend to utilize the exemptions for interest-related dividends paid and short-term capital gain dividends paid. However, notwithstanding such exemptions from U.S. withholding at the source, any dividends and distributions of income and capital gains, including the proceeds from the sale of your Fund shares, will be subject to backup withholding at a rate of 28% if you fail to properly certify that you are not a U.S. person. In general, (i) a capital gain dividend designated by the Fund and paid from its net long-term capital gains, or (ii) with respect to taxable years of the Fund beginning before January 1, 2010 (sunset date), a short-term capital gain dividend designated by the Fund and paid from its net short-term capital gains, other than long- or short-term capital gains realized on disposition of U.S. real property interests (see the discussion below), are not subject to U.S. withholding tax unless you are a nonresident alien present in the United States for a period or periods aggregating 183 days or more during the calendar year. With respect to taxable years of the Fund beginning before January 1, 2010 (sunset date), dividends designated by the Fund as interest-related dividends and paid from its qualified net interest income from U.S. sources are not subject to U.S. withholding tax. "Qualified interest income" includes, in general, U.S. source (1) bank deposit interest, (2) short-term original discount, (3) interest (including original issue discount, market discount, or acquisition discount) on an obligation which is in registered form, unless it is earned on an obligation issued by a corporation or partnership in which the Fund is a 10-percent shareholder or is contingent interest, and (4) any interest-related dividend from another regulated investment company. On any payment date, the amount of an income dividend that is designated by the Fund as an interest-related dividend may be more or less that the amount that is so qualified. This is because the designation is based on an estimate of Fund's qualified net interest income for its entire fiscal year, which can only be determined with exactness at fiscal year end. As a consequence, the Fund may over withhold a small amount of U.S. tax from a dividend payment. In this case, the non-U.S. investor's only recourse may be to either forgo recovery of the excess withholding, or to file a United Sates nonresident income tax return to recover the excess. 70 The Fund's designation of interest-related or short-term capital gain dividends may not be passed through to shareholders by intermediaries who have assumed tax reporting responsibilities for this income in managed omnibus accounts due to systems limitations or operational constraints. Moreover, amounts designated as capital gain dividends that are attributable to certain capital gain dividends received from U.S.-qualified REITs (other than one that is domestically controlled) will not be exempt from U.S. federal income tax and may be subject to U.S. withholding tax at the rate of 30% (or lower treaty rate). If, in general, more than 50% of the Fund's assets consists of interests in U.S.-qualified REITs and U.S. real property holding corporations. In this case, foreign shareholders owning more than 5% of the shares of the Fund may be treated as realizing gain from the disposition of a U.S. real property interest, causing Fund distributions to be subject to U.S. withholding tax at a rate of 35%, and requiring the filing of a non-resident U.S. income tax return. These rules apply to dividends with respect to the Fund's taxable years beginning before January 1, 2010 (sunset date), except that after such sunset date, Fund distributions from a U.S.-qualified REIT (whether or not domestically controlled) attributable to gain from the disposition of a U.S. real property interest will continue to be subject to the withholding rules described above provided more than 50% of the Fund's assets consists of interests in U.S.-qualified REITs and U.S. real property holding corporations. If the income from the Fund is effectively connected with a U.S. trade or business carried on by a foreign shareholder, then ordinary income dividends, capital gain dividends and any gains realized upon the sale or redemption of shares of the Fund will be subject to U.S. federal income tax at the rates applicable to U.S. citizens or domestic corporations and require the filing of a non-resident U.S. income tax return. In the case of foreign non-corporate shareholders, the Fund may be required to withhold U.S. federal income tax at a rate of 28% on distributions that are otherwise exempt from withholding tax (or taxable at a reduced treaty rate) unless such shareholders furnish the Fund with proper notification of their foreign status. Foreign shareholders may be subject to U.S. withholding tax at a rate of 30% on the income resulting from the Foreign Tax Election (as described below), but may not be able to claim a credit or deduction with respect to the withholding tax for the foreign tax treated as having been paid by them. Foreign persons who file a United States tax return to obtain a U.S. tax refund and who are not eligible to obtain a social security number must apply to the IRS for an individual taxpayer identification number, using IRS Form W-7. For a copy of the IRS Form W-7 and accompanying instructions, please contact your tax adviser or go to www.irs.gov and search forms.. Transfers by gift of shares of the Fund by a foreign shareholder who is a non-resident alien individual will not be subject to U.S. federal gift tax. An individual who, at the time of death, is a foreign shareholder will nevertheless be subject to U.S. federal estate tax with respect to shares at the graduated rates applicable to U.S. citizens and residents, unless a treaty exception applies. If a treaty exemption is available, a decedent's estate may nonetheless need to file a U.S. estate tax return to claim the exemption in order to obtain a U.S. federal transfer certificate. The transfer certificate will identify the property (i.e., Fund shares) as to which the U.S. federal estate tax lien has been released. In the absence of a treaty, there is a $13,000 statutory estate tax credit. Estates of non-resident alien shareholders dying after December 31, 2004 and before January 1, 2010 will be able to exempt from federal estate tax the proportion of the value of the Fund's shares attributable to "qualifying assets" held by the Fund at the end of the quarter immediately preceding the non-resident alien shareholder's death (or such other time as the IRS may designate in regulations). Qualifying assets include bank deposits and other debt obligations that pay interest or accrue original issue discount that is exempt from withholding tax, debt obligations of a domestic corporation that are treated as giving rise to foreign source income, and other investments that are not treated for tax purposes as being within the United States. Through December 31, 2009, shareholders will be advised annually of the portion of the Fund's assets that constituted qualifying assets at the end of each quarter of its taxable year. 71 The tax consequences to a foreign shareholder entitled to claim the benefits of an applicable tax treaty may be different from those described herein. Foreign shareholders are urged to consult their own tax advisers with respect to the particular tax consequences to them of an investment in the Fund, including the applicability of foreign tax. FOREIGN INCOME TAX. Investment income received by the Fund from sources within foreign countries may be subject to foreign income tax withheld at the source and the amount of tax withheld will generally be treated as an expense of the Fund. The United States has entered into tax treaties with many foreign countries which entitle the Fund to a reduced rate of, or exemption from, tax on such income. It is impossible to determine the effective rate of foreign tax in advance since the amount of the Fund's assets to be invested in various countries is not known. If more than 50% of the value of the Fund's total assets at the close of each taxable year consists of the stock or securities of foreign corporations, the Fund may elect to "pass through" to the Fund's shareholders the amount of foreign income tax paid by the Fund (the "Foreign Tax Election") in lieu of deducting such amount in determining its investment company taxable income. Pursuant to the Foreign Tax Election, shareholders will be required (i) to include in gross income, even though not actually received, their respective pro-rata shares of the foreign income tax paid by the Fund that are attributable to any distributions they receive; and (ii) either to deduct their pro-rata share of foreign tax in computing their taxable income, or to use it (subject to various Code limitations) as a foreign tax credit against Federal income tax (but not both). No deduction for foreign tax may be claimed by a non-corporate shareholder who does not itemize deductions or who is subject to AMT. Unless certain requirements are met, a credit for foreign tax is subject to the limitation that it may not exceed the shareholder's U.S. tax (determined without regard to the availability of the credit) attributable to the shareholder's foreign source taxable income. In determining the source and character of distributions received from the Fund for this purpose, shareholders will be required to allocate Fund distributions according to the source of the income realized by the Fund. The Fund's gain from the sale of stock and securities and certain currency fluctuation gain and loss will generally be treated as derived from U.S. sources. In addition, the limitation on the foreign tax credit is applied separately to foreign source "passive" income, such as dividend income, and the portion of foreign source income consisting of qualified dividend income is reduced by approximately 57% to account for the tax rate differential. Individuals who have no more than $300 ($600 for married persons filing jointly) of creditable foreign tax included on Form 1099 and whose foreign source income is all "qualified passive income" may elect each year to be exempt from the foreign tax credit limitation and will be able to claim a foreign tax credit without filing Form 1116 with its corresponding requirement to report income and tax by country. Moreover, no foreign tax credit will be allowable to any shareholder who has not held his shares of the Fund for at least 16 days during the 30-day period beginning 15 days before the day such shares become ex-dividend with respect to any Fund distribution to which foreign income taxes are attributed (taking into account certain holding period reduction requirements of the Code). Because of these limitations, shareholders may be unable to claim a credit for the full amount of their proportionate shares of the foreign income tax paid by the Fund. EFFECT OF FUTURE LEGISLATION; LOCAL TAX CONSIDERATIONS. The foregoing general discussion of U.S. federal income tax consequences is based on the Code and the regulations issued thereunder as in effect on the date of this Registration Statement. Future legislative or administrative changes or court decisions may significantly change the conclusions expressed herein, and any such changes or decisions may have a retroactive effect with respect to the transactions contemplated herein. Rules of state and local taxation of ordinary income, qualified dividend income and capital gain dividends may differ from the rules for U.S. federal income taxation described above. Distributions may also be subject to additional state, local and foreign taxes depending on each shareholder's particular situation. Non-U.S. shareholders may be subject to U.S. tax rules that differ significantly from those summarized above. Shareholders are urged to consult their tax advisers as to the consequences of these and other state and local tax rules affecting investment in the Fund. 72 DISTRIBUTION OF SECURITIES DISTRIBUTOR The Trust has entered into master distribution agreements, as amended, relating to the Funds (the "Distribution Agreements") with Invesco Aim Distributors, a registered broker-dealer and a wholly owned subsidiary of Invesco Aim, pursuant to which Invesco Aim Distributors acts as the distributor of shares of the Funds. The address of Invesco Aim Distributors is P.O. Box 4739, Houston, Texas 77210-4739. Certain trustees and officers of the Trust are affiliated with Invesco Aim Distributors. See "Management of the Trust." The Distribution Agreements provide Invesco Aim Distributors with the exclusive right to distribute shares of the Funds on a continuous basis directly and through other broker-dealers with whom Invesco Aim Distributors has entered into selected dealer agreements. Invesco Aim Distributors has not undertaken to sell any specified number of shares of any classes of the Funds. The Trust (on behalf of any class of any Fund) or Invesco Aim Distributors may terminate the Distribution Agreements on 60 days' written notice without penalty. The Distribution Agreements will terminate automatically in the event of their assignment. FINANCIAL STATEMENTS When issued, the Fund's Financial Statements including the Financial Highlights pertaining thereto will be incorporated by reference into this Statement of Additional Information ("SAI") from such Fund's Annual Report. The portions of such Annual Reports that are not specifically listed above are not incorporated by reference into this SAI and are not a part of this Registration Statement. PENDING LITIGATION Settled Enforcement Actions Related to Market Timing On October 8, 2004, INVESCO Funds Group, Inc. ("IFG") (the former investment advisor to certain AIM Funds), Invesco Aim and Invesco Aim Distributors reached final settlements with certain regulators, including the SEC, the New York Attorney General and the Colorado Attorney General, to resolve civil enforcement actions and/or investigations related to market timing and related activity in the AIM Funds, including those formerly advised by IFG. As part of the settlements, a $325 million fair fund ($110 million of which is civil penalties) has been created to compensate shareholders harmed by market timing and related activity in funds formerly advised by IFG. Additionally, Invesco Aim and Invesco Aim Distributors created a $50 million fair fund ($30 million of which is civil penalties) to compensate shareholders harmed by market timing and related activity in funds advised by Invesco Aim, which was done pursuant to the terms of the settlements. These two fair funds will be distributed in accordance with a methodology determined by Invesco Aim's independent distribution consultant ("IDC Plan"), in consultation with Invesco Aim and the independent trustees of the AIM Funds and approved by the staff of the SEC. Further details regarding the IDC Plan and planned distributions thereunder are available under the "About Us - SEC Settlement" section of Invesco Aim's website, available at http://www.invescoaim.com. Invesco Aim's website is not a part of this Statement of Additional Information or the prospectus of any AIM Fund. Regulatory Action Alleging Market Timing On August 30, 2005, the West Virginia Office of the State Auditor - Securities Commission ("WVASC") issued a Summary Order to Cease and Desist and Notice of Right to Hearing to Invesco Aim and Invesco Aim Distributors (Order No. 05-1318). The WVASC makes findings of fact that Invesco Aim and Invesco Aim Distributors entered into certain arrangements permitting market timing of the AIM 73 Funds and failed to disclose these arrangements in the prospectuses for such Funds, and conclusions of law to the effect that Invesco Aim and Invesco Aim Distributors violated the West Virginia securities laws. The WVASC orders Invesco Aim and Invesco Aim Distributors to cease any further violations and seeks to impose monetary sanctions, including restitution to affected investors, disgorgement of fees, reimbursement of investigatory, administrative and legal costs and an "administrative assessment," to be determined by the Commissioner. Initial research indicates that these damages could be limited or capped by statute. By agreement with the Commissioner of Securities, Invesco Aim's time to respond to that Order has been indefinitely suspended. Private Civil Actions Alleging Market Timing Multiple civil lawsuits, including purported class action and shareholder derivative suits, have been filed against various parties (including, depending on the lawsuit, certain AIM Funds, IFG, Invesco Aim, Invesco Aim Management and certain related entities, certain of their current and former officers and/or certain unrelated third parties) based on allegations of improper market timing and related activity in the AIM Funds. These lawsuits allege a variety of theories of recovery, including but not limited to: (i) violation of various provisions of the Federal and state securities laws; (ii) violation of various provisions of the Employee Retirement Income Security Act of 1974, as amended "ERISA"; (iii) breach of fiduciary duty; and/or (iv) breach of contract. These lawsuits were initiated in both Federal and state courts and seek such remedies as compensatory damages; restitution; injunctive relief; disgorgement of management fees; imposition of a constructive trust; removal of certain directors and/or employees; various corrective measures under ERISA; rescission of certain Funds' advisory agreements; interest; and attorneys' and experts' fees. A list identifying such lawsuits that have been served on IFG, Invesco Aim, the AIM Funds or related entities, or for which service of process has been waived is set forth in Appendix I-1. All lawsuits based on allegations of market timing, late trading, and related issues have been transferred to the United States District Court for the District of Maryland (the "MDL Court") for consolidated or coordinated pre-trial proceedings. Pursuant to an Order of the MDL Court, plaintiffs in these lawsuits consolidated their claims for pre-trial purposes into three amended complaints against various Invesco Aim- and IFG-related parties. A list identifying the amended complaints in the MDL Court and details of the settlements are included in Appendix I-1. Plaintiffs in two of the underlying lawsuits transferred to the MDL Court continue to seek remand of their action to state court. These lawsuits are identified in Appendix I-1. Private Civil Actions Alleging Improper Use of Fair Value Pricing Multiple civil class action lawsuits have been filed against various parties (including, depending on the lawsuit, certain AIM Funds, IFG and/or Invesco Aim) alleging that certain AIM Funds inadequately employed fair value pricing. These lawsuits allege a variety of theories of recovery, including but not limited to: (i) violations of various provisions of the Federal securities laws; (ii) common law breach of duty; and (iii) common law negligence and gross negligence. These lawsuits have been filed in both Federal and state courts and seek such remedies as compensatory and punitive damages; interest; and attorneys' fees and costs. One lawsuit was settled and dismissed in May 2008; while the other has been consolidated into the MDL Court for pre-trial purposes. The lawsuit that has been served on IFG, Invesco Aim, the AIM Funds or related entities, or for which service of process has been waived is set forth in Appendix I-2. 74 APPENDIX A RATINGS OF DEBT SECURITIES The following is a description of the factors underlying the debt ratings of Moody's, S&P and Fitch. MOODY'S LONG-TERM DEBT RATINGS AAA: Obligations rated Aaa are judged to be of the highest quality, with minimal credit risk. AA: Obligations rated Aa are judged to be of high quality and are subject to very low credit risk. A: Obligations rated A are considered upper-medium grade and are subject to low credit risk. BAA; Obligations rated Baa are subject to moderate credit risk. They are considered medium-grade and as such may possess certain speculative characteristics. BA: Obligations rated Ba are judged to have speculative elements and are subject to substantial credit risk. B: Obligations rated B are considered speculative and are subject to high credit risk. CAA: Obligations rated Caa are judged to be of poor standing and are subject to very high credit risk. CA: Obligations rated Ca are highly speculative and are likely in, or very near, default, with some prospect of recovery of principal and interest. C: Obligations rated C are the lowest rated class of bonds and are typically in default, with little prospect for recovery of principal or interest. Note: Moody's applies numerical modifiers 1, 2, and 3 in each generic rating classification from Aa through Caa. The modifier 1 indicates that the obligation ranks in the higher end of its generic rating category; the modifier 2 indicates a mid-range ranking; and the modifier 3 indicates a ranking in the lower end of that generic rating category. MOODY'S SHORT-TERM PRIME RATING SYSTEM P-1 Issuers (or supporting institutions) rated Prime-1 have a superior ability to repay short-term debt obligations. P-2 Issuers (or supporting institutions) rated Prime-2 have a strong ability to repay short-term debt obligations. P-3 Issuers (or supporting institutions) rated Prime-3 have an acceptable ability to repay short-term obligations. Not Prime Issuers (or supporting institutions) rated Not Prime do not fall within any of the Prime rating categories. Note: In addition, in certain countries the prime rating may be modified by the issuer's or guarantor's senior unsecured long-term debt rating. A-1 Moody's municipal ratings are as follows: MOODY'S U.S. LONG-TERM MUNICIPAL BOND RATING DEFINITIONS Municipal Ratings are opinions of the investment quality of issuers and issues in the US municipal and tax-exempt markets. As such, these ratings incorporate Moody's assessment of the default probability and loss severity of these issuers and issues. Municipal Ratings are based upon the analysis of four primary factors relating to municipal finance: economy, debt, finances, and administration/management strategies. Each of the factors is evaluated individually and for its effect on the other factors in the context of the municipality's ability to repay its debt. AAA: Issuers or issues rated Aaa demonstrate the strongest creditworthiness relative to other US municipal or tax-exempt issuers or issues. AA: Issuers or issues rated Aa demonstrate very strong creditworthiness relative to other US municipal or tax-exempt issuers or issues. A: Issuers or issues rated A present above-average creditworthiness relative to other US municipal or tax-exempt issuers or issues. BAA: Issuers or issues rated Baa represent average creditworthiness relative to other US municipal or tax-exempt issuers or issues. BA: Issuers or issues rated Ba demonstrate below-average creditworthiness relative to other US municipal or tax-exempt issuers or issues. B: Issuers or issues rated B demonstrate weak creditworthiness relative to other US municipal or tax-exempt issuers or issues. CAA: Issuers or issues rated Caa demonstrate very weak creditworthiness relative to other US municipal or tax-exempt issuers or issues. CA: Issuers or issues rated Ca demonstrate extremely weak creditworthiness relative to other US municipal or tax-exempt issuers or issues. C: Issuers or issues rated C demonstrate the weakest creditworthiness relative to other US municipal or tax-exempt issuers or issues. Note: Also, Moody's applied numerical modifiers 1, 2, and 3 in each generic rating classification from Aa to Caa. The modifier 1 indicates that the issue ranks in the higher end of its generic rating category; the modifier 2 indicates a mid-range ranking; and the modifier 3 indicates that the issue ranks in the lower end of its generic category. MOODY'S MIG/VMIG US SHORT-TERM RATINGS In municipal debt issuance, there are three rating categories for short-term obligations that are considered investment grade. These ratings are designated as Moody's Investment Grade (MIG) and are divided into three levels - MIG 1 through MIG 3. In addition, those short-term obligations that are of speculative quality are designated SG, or speculative grade. In the case of variable rate demand obligations (VRDOs), a two-component rating is assigned. The first element represents Moody's evaluation of the degree of risk associated with scheduled principal A-2 and interest payments. The second element represents Moody's evaluation of the degree of risk associated with the demand feature, using the MIG rating scale. The short-term rating assigned to the demand feature of VRDOs is designated as VMIG. When either the long- or short-term aspect of a VRDO is not rated, that piece is designated NR, e.g., Aaa/NR or NR/VMIG 1. MIG ratings expire at note maturity. By contrast, VMIG rating expirations will be a function of each issue's specific structural or credit features. Gradations of investment quality are indicated by rating symbols, with each symbol representing a group in which the quality characteristics are broadly the same. MIG 1/VMIG 1: This designation denotes superior credit quality. Excellent protection is afforded by established cash flows, highly reliable liquidity support or demonstrated broad-based access to the market for refinancing. MIG 2/VMIG 2: This designation denotes strong credit quality. Margins of protection are ample although not as large as in the preceding group. MIG 3/VMIG 3: This designation denotes acceptable credit quality. Liquidity and cash flow protection may be narrow and market access for refinancing is likely to be less well established. SG: This designation denotes speculative-grade credit quality. Debt instruments in this category may lack sufficient margins of protection. STANDARD & POOR'S LONG-TERM CORPORATE AND MUNICIPAL RATINGS Issue credit ratings are based in varying degrees, on the following considerations: likelihood of payment - capacity and willingness of the obligor to meet its financial commitment on an obligation in accordance with the terms of the obligation; nature of and provisions of the obligation; and protection afforded by, and relative position of, the obligation in the event of bankruptcy, reorganization, or other arrangement under the laws of bankruptcy and other laws affecting creditors' rights. The issue ratings definitions are expressed in terms of default risk. As such, they pertain to senior obligations of an entity. Junior obligations are typically rated lower than senior obligations, to reflect the lower priority in bankruptcy, as noted above. S&P describes its ratings for corporate and municipal bonds as follows: AAA: Debt rated AAA has the highest rating assigned by S&P. Capacity to pay interest and repay principal is extremely strong. AA: Debt rated AA has a very strong capacity to pay interest and repay principal and differs from the highest rated issues only in a small degree. A: Debt rated A has a strong capacity to meet its financial commitments although it is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than debt in higher rated categories. BBB: Debt rated BBB exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity to meet its financial commitment on the obligation. BB-B-CCC-CC-C: Debt rated BB, B, CCC, CC and C is regarded as having significant speculative characteristics with respect to capacity to pay interest and repay principal. BB indicates the least degree of speculation and C the highest. While such debt will likely have some quality and A-3 protective characteristics, these may be outweighed by large uncertainties or major exposures to adverse conditions. NR: Not Rated. S&P DUAL RATINGS S&P assigns "dual" ratings to all debt issues that have a put option or demand feature as part of their structure. The first rating addresses the likelihood of repayment of principal and interest as due, and the second rating addresses only the demand feature. The long-term debt rating symbols are used for bonds to denote the long-term maturity and the commercial paper rating symbols for the put option (for example, AAA/A-1+). With short-term demand debt, the not rating symbols are used with the commercial paper rating symbols (for example, SP-1+/A-1+). S&P COMMERCIAL PAPER RATINGS An S&P commercial paper rating is a current assessment of the likelihood of timely payment of debt having an original maturity of no more than 365 days. These categories are as follows: A-1: This highest category indicates that the degree of safety regarding timely payment is strong. Those issues determined to possess extremely strong safety characteristics are denoted with a plus sign (+) designation. A-2: Capacity for timely payment on issues with this designation is satisfactory. However, the relative degree of safety is not as high as for issues designated A-1. A-3: Issues carrying this designation have adequate capacity for timely payment. They are, however, more vulnerable to the adverse effects of changes in circumstances than obligations carrying the higher designations. B: Issues rated "B" are regarded as having only speculative capacity for timely payment. C: This rating is assigned to short-term debt obligations with a doubtful capacity for payment. D: Debt rated "D" is in payment default. The "D" rating category is used when interest payments or principal payments are not made on the date due, even if the applicable grace period has not expired, unless Standard & Poor's believes such payments will be made during such grace period. S&P SHORT-TERM MUNICIPAL RATINGS An S&P note rating reflect the liquidity factors and market-access risks unique to notes. Notes due in three years or less will likely receive a note rating. Notes maturing beyond three years will most likely receive a long-term debt rating. The following criteria will be used in making that assessment: amortization schedule (the larger the final maturity relative to other maturities, the more likely it will be treated as a note); and source of payment (the more dependent the issue is on the market for its refinancing, the more likely it will be treated as a note). Note rating symbols are as follows: SP-1: Strong capacity to pay principal and interest. An issue determined to possess a very strong capacity to pay debt service is given a plus (+) designation. A-4 SP-2: Satisfactory capacity to pay principal and interest, with some vulnerability to adverse financial and economic changes over the term of the notes. SP-3: Speculative capacity to pay principal and interest. FITCH LONG-TERM CREDIT RATINGS Fitch Ratings provides an opinion on the ability of an entity or of a securities issue to meet financial commitments, such as interest, preferred dividends, or repayment of principal, on a timely basis. These credit ratings apply to a variety of entities and issues, including but not limited to sovereigns, governments, structured financings, and corporations; debt, preferred/preference stock, bank loans, and counterparties; as well as the financial strength of insurance companies and financial guarantors. Credit ratings are used by investors as indications of the likelihood of getting their money back in accordance with the terms on which they invested. Thus, the use of credit ratings defines their function: "investment grade" ratings (international Long-term "AAA" - "BBB" categories; Short-term "F1" - "F3") indicate a relatively low probability of default, while those in the "speculative" or "non-investment grade" categories (international Long-term "BB" - "D"; Short-term "B" - "D") either signal a higher probability of default or that a default has already occurred. Ratings imply no specific prediction of default probability. However, for example, it is relevant to note that over the long term, defaults on "AAA" rated U.S. corporate bonds have averaged less than 0.10% per annum, while the equivalent rate for "BBB" rated bonds was 0.35%, and for "B" rated bonds, 3.0%. Fitch ratings do not reflect any credit enhancement that may be provided by insurance policies or financial guaranties unless otherwise indicated. Entities or issues carrying the same rating are of similar but not necessarily identical credit quality since the rating categories do not fully reflect small differences in the degrees of credit risk. Fitch credit and research are not recommendations to buy, sell or hold any security. Ratings do not comment on the adequacy of market price, the suitability of any security for a particular investor, or the tax-exempt nature of taxability of payments of any security. The ratings are based on information obtained from issuers, other obligors, underwriters, their experts, and other sources Fitch Ratings believes to be reliable. Fitch Ratings does not audit or verify the truth or accuracy of such information. Ratings may be changed or withdrawn as a result of changes in, or the unavailability of, information or for other reasons. Our program ratings relate only to standard issues made under the program concerned; it should not be assumed that these ratings apply to every issue made under the program. In particular, in the case of non-standard issues, i.e., those that are linked to the credit of a third party or linked to the performance of an index, ratings of these issues may deviate from the applicable program rating. Credit ratings do not directly address any risk other than credit risk. In particular, these ratings do not deal with the risk of loss due to changes in market interest rates and other market considerations. AAA: Bonds considered to be investment grade and of the highest credit quality. The obligor has an exceptionally strong capacity for timely payment of financial commitments, which is unlikely to be affected by foreseeable events. AA: Bonds considered to be investment grade and of very high credit quality. The obligor has a very strong capacity for timely payment of financial commitments which is not significantly vulnerable to foreseeable events. A: Bonds considered to be investment grade and of high credit quality. The obligor's ability to pay interest and repay principal is considered to be strong, but may be more vulnerable to adverse changes in economic conditions and circumstances than bonds with higher ratings. A-5 BBB: Bonds considered to be investment grade and of good credit quality. The obligor's ability to pay interest and repay principal is considered to be adequate. Adverse changes in economic conditions and circumstances are more likely to impair this capacity. PLUS (+) MINUS (-): Plus and minus signs are used with a rating symbol to indicate the relative position of a credit within the rating category. Plus and minus signs, however, are not used in the "AAA" category. NR: Indicates that Fitch does not rate the specific issue. WITHDRAWN: A rating will be withdrawn when an issue matures or is called or refinanced and at Fitch's discretion, when Fitch Ratings deems the amount of information available to be inadequate for ratings purposes. RATINGWATCH: Ratings are placed on RatingWatch to notify investors that there is a reasonable possibility of a rating change and the likely direction of such change. These are designated as "Positive," indicating a potential upgrade, "Negative," for potential downgrade, or "Evolving," if ratings may be raised, lowered or maintained. RatingWatch is typically resolved over a relatively short period. FITCH SPECULATIVE GRADE BOND RATINGS BB: Bonds are considered speculative. There is a possibility of credit risk developing, particularly as the result of adverse economic changes over time. However, business and financial alternatives may be available to allow financial commitments to be met. B: Bonds are considered highly speculative. Significant credit risk is present but a limited margin of safety remains. While bonds in this class are currently meeting financial commitments, the capacity for continued payment is contingent upon a sustained, favorable business and economic environment. CCC: Default is a real possibility. Capacity for meeting financial commitments is solely reliant upon sustained, favorable business or economic developments. CC: Default of some kind appears probable. C: Bonds are in imminent default in payment of interest or principal. DDD, DD, AND D: Bonds are in default on interest and/or principal payments. Such bonds are extremely speculative and are valued on the basis of their prospects for achieving partial or full recovery value in liquidation or reorganization of the obligor. "DDD" represents the highest potential for recovery on these bonds, and "D" represents the lowest potential for recovery. PLUS (+) MINUS (-): Plus and minus signs are used with a rating symbol to indicate the relative position of a credit within the rating category. Plus and minus signs, however, are not used in categories below CCC. FITCH SHORT-TERM CREDIT RATINGS The following ratings scale applies to foreign currency and local currency ratings. A Short-term rating has a time horizon of less than 12 months for most obligations, or up to three years for U.S. public finance securities, and thus places greater emphasis on the liquidity necessary to meet financial commitments in a timely manner. F-1+: Exceptionally Strong Credit Quality. Issues assigned this rating are regarded as having the strongest degree of assurance for timely payment. F-1-: Very Strong Credit Quality. Issues assigned this rating reflect an assurance of timely payment only slightly less in degree than issues rated "F-1+;" A-6 F-2: Good Credit Quality. Issues assigned this rating have a satisfactory degree of assurance for timely payment, but the margin of safety is not as great as in the case of the higher ratings. F-3: Fair Credit Quality. Issues assigned this rating have characteristics suggesting that the degree of assurance for timely payment is adequate, however, near-term adverse changes could result in a reduction to non-investment grade. B: Speculative. Minimal capacity for timely payment of financial commitments, plus vulnerability to near-term adverse changes in financial and economic conditions. C: High default risk. Default is a real possibility. Capacity for meeting financial commitments is solely reliant upon a sustained, favorable business and economic environment. D: Default. Issues assigned this rating are in actual or imminent payment default. A-7 APPENDIX B PERSONS TO WHOM INVESCO AIM PROVIDES NON-PUBLIC PORTFOLIO HOLDINGS ON AN ONGOING BASIS (AS OF JANUARY 31, 2009)
SERVICE PROVIDER DISCLOSURE CATEGORY ---------------- --------------------------------------------- ABN AMRO Financial Services, Inc. Broker (for certain AIM Funds) Anglemyer & Co. Analyst (for certain AIM Funds) Ballard Spahr Andrews & Ingersoll, LLP Legal Counsel BB&T Capital Markets Broker (for certain AIM Funds) Bear, Stearns Pricing Direct, Inc. Pricing Vendor (for certain AIM Funds) BOSC, Inc. Broker (for certain AIM Funds) BOWNE & Co. Financial Printer Brown Brothers Harriman & Co. Securities Lender (for certain AIM Funds) Cabrera Capital Markets Broker (for certain AIM Funds) CENVEO Financial Printer Charles River Systems, Inc. System Provider Chas. P. Young Co. Financial Printer Citigroup Global Markets, Inc. Broker (for certain AIM Funds) Classic Printers Inc. Financial Printer Color Dynamics Financial Printer Commerce Capital Markets Broker (for certain AIM Funds) Crews & Associates Broker (for certain AIM Funds) D.A. Davidson & Co. Broker (for certain AIM Funds) Dechert LLP Legal Counsel DEPFA First Albany Capital Broker (for certain AIM Funds) Earth Color Houston Financial Printer EMCO Press Financial Printer Empirical Research Partners Analyst (for certain AIM Funds) Finacorp Securities Broker (for certain AIM Funds) First Miami Securities Broker (for certain AIM Funds) First Tryon Securities Broker (for certain AIM Funds) F T Interactive Data Corporation Pricing Vendor GainsKeeper Software Provider (for certain AIM Funds) GCom2 Solutions Software Provider (for certain AIM Funds) George K. Baum & Company Broker (for certain AIM Funds) Glass, Lewis & Co. System Provider (for certain AIM Funds) Global Trend Alert Analyst (for certain AIM Funds) Greater Houston Publishers, Inc. Financial Printer Grover Printing Financial Printer Gulfstream Graphics Corp. Financial Printer Hattier, Sanford & Reynoir Broker (for certain AIM Funds) Hutchinson, Shockey, Erley & Co. Broker (for certain AIM Funds) ICRA Online Ltd. Rating & Ranking Agency (for certain AIM Funds) Imageset Financial Printer iMoneyNet, Inc. Rating & Ranking Agency (for certain AIM Funds) Infinity Web, Inc. Financial Printer Initram Data, Inc. Pricing Vendor Institutional Shareholder Services, Inc. Proxy Voting Service (for certain AIM Funds) Invesco Aim Investment Services, Inc. Transfer Agent Invesco Senior Secured Management, Inc. System Provider (for certain AIM Funds) Investortools, Inc. Broker (for certain AIM Funds)
B-1
SERVICE PROVIDER DISCLOSURE CATEGORY ---------------- --------------------------------------------- ITG, Inc. Pricing Vendor (for certain AIM Funds) J.P. Morgan Securities, Inc. Analyst (for certain AIM Funds) JPMorgan Securities Inc.\Citigroup Global Markets Lender (for certain AIM Funds) Inc.\JPMorgan Chase Bank, N.A. Janney Montgomery Scott LLC Broker (for certain AIM Funds) John Hancock Investment Management Services, LLC Sub-advisor (for certain sub-advised accounts) Jorden Burt LLP Special Insurance Counsel KeyBanc Capital Markets, Inc. Broker (for certain AIM Funds) Kramer, Levin Naftalis & Frankel LLP Legal Counsel Lipper, Inc. Rating & Ranking Agency (for certain AIM Funds) Loan Pricing Corporation Pricing Service (for certain AIM Funds) Loop Capital Markets Broker (for certain AIM Funds) M.R. Beal Broker (for certain AIM Funds) MarkIt Group Limited Pricing Vendor (for certain AIM Funds) Merrill Communications, LLC Financial Printer Mesirow Financial, Inc. Broker (for certain AIM Funds) Moody's Investors Service Rating & Ranking Agency (for certain AIM Funds) Morgan Keegan & Company, Inc. Broker (for certain AIM Funds) Morrison Foerster LLP Legal Counsel M.R. Beal Broker (for certain AIM Funds) MS Securities Services, Inc. and Morgan Stanley Securities Lender (for certain AIM Funds) & Co. Incorporated Muzea Insider Consulting Services, LLC Analyst (for certain AIM Funds) Ness USA System provider Noah Financial, LLC Analyst (for certain AIM Funds) OMGEO Omgeo OasysLLC Trading System Page International Financial Printer PCPublishing Financial Printer Piper Jaffray Analyst (for certain AIM Funds) Prager, Sealy & Co. Broker (for certain AIM Funds) PricewaterhouseCoopers LLP Independent Registered Public Accounting Firm (for all AIM Funds) Protective Securities Broker (for certain AIM Funds) Ramirez & Co., Inc. Broker (for certain AIM Funds) Raymond James & Associates, Inc. Broker (for certain AIM Funds) RBC Capital Markets Analyst (for certain AIM Funds) RBC Dain Rauscher Incorporated Broker (for certain AIM Funds) Reuters America, LLC Pricing Service (for certain AIM Funds) Rice Financial Products Broker (for certain AIM Funds) Robert W. Baird & Co. Incorporated Broker (for certain AIM Funds) RR Donnelley Financial Financial Printer Ryan Beck & Co. Broker (for certain AIM Funds) SAMCO Capital Markets, Inc. Broker (for certain AIM Funds) Seattle-Northwest Securities Corporation Broker (for certain AIM Funds) Siebert Brandford Shank & Co., L.L.C. Broker (for certain AIM Funds) Signature Financial Printer Simon Printing Company Financial Printer Southwest Precision Printers, Inc. Financial Printer Standard and Poor's/Standard and Poor's Securities Pricing Service and Rating and Ranking Agency (each, respectively, for Evaluations, Inc. certain AIM Funds) StarCompliance, Inc. System Provider State Street Bank and Trust Company Custodian, Lender, Securities Lender, and System Provider (each, respectively, for certain AIM Funds) Sterne, Agee & Leach, Inc. Broker (for certain AIM Funds)
B-2
SERVICE PROVIDER DISCLOSURE CATEGORY ---------------- --------------------------------------------- Stifel, Nicolaus & Company, Incorporated Broker (for certain AIM Funds) Stradley Ronon Stevens & Young, LLP Legal Counsel The Bank of New York Custodian and Securities Lender (each, respectively, for certain AIM Funds) The MacGregor Group, Inc. Software Provider The Savader Group Broker (for certain AIM Funds) Thomson Information Services Incorporated Software Provider UBS Financial Services, Inc. Broker (for certain AIM Funds) VCI Group Inc. Financial Printer Wachovia National Bank, N.A. Broker (for certain AIM Funds) Western Lithograph Financial Printer Wiley Bros. Aintree Capital L.L.C. Broker (for certain AIM Funds) William Blair & Co. Broker (for certain AIM Funds) XSP, LLC\Solutions PLUSPlus, Inc. Software Provider
B-3 APPENDIX C TRUSTEES AND OFFICERS As of January 31, 2009 The address of each trustee and officer is 11 Greenway Plaza, Suite 100, Houston, Texas 77046-1173. Each trustee oversees 104 portfolios in the AIM Funds complex. The trustees serve for the life of the Trust, subject to their earlier death, incapacitation, resignation, retirement or removal as more specifically provided in the Trust's organizational documents. Each officer serves for a one year term or until their successors are elected and qualified. Column two below includes length of time served with predecessor entities, if any.
TRUSTEE OTHER AND/OR TRUSTEESHIP(S)/ NAME, YEAR OF BIRTH AND OFFICER DIRECTORSHIPS(S) POSITION(S) HELD WITH THE TRUST SINCE PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS HELD BY TRUSTEE/DIRECTOR ------------------------------- ------- -------------------------------------------------------- ------------------------- INTERESTED PERSONS Martin L. Flanagan(1) - 1960 2007 Executive Director, Chief Executive Officer and None Trustee President, Invesco Ltd. (ultimate parent of Invesco Aim and a global investment management firm); Chairman, Invesco Aim Advisors, Inc. (registered investment advisor); Director, Chairman, Chief Executive Officer and President, INVESCO North American Holdings, Inc. (holding company); Trustee, The AIM Family of Funds--Registered Trademark--; Vice Chairman, Investment Company Institute; and Member of Executive Board, SMU Cox School of Business Formerly: Director, Chairman, Chief Exective Officer and President, IVZ Inc. (holding company) and Invesco Group Services, Inc. (service provider); Director, Chief Executive Officer and President, Invesco Holding Company Limited (parent of Invesco Aim and a global investment management firm); Director, Invesco Ltd.; Chairman, Investment Company Institute; and President, Co-Chief Executive Officer, Co-President, Chief Operating Officer and Chief Financial Officer, Franklin Resources, Inc. (global investment management organization) Philip A. Taylor(2) - 1954 2006 Head of North American Retail and Senior Managing None Trustee, President and Principal Director, Invesco Ltd.; Director, Chief Executive Executive Officer Officer and President, Invesco Trimark Dealer Inc. (formerly AIM Mutual Fund Dealer Inc.) (registered broker dealer), Invesco Aim Advisors, Inc., and 1371 Preferred Inc. (holding company); Director, Chairman, Chief Executive Officer and President, Invesco Aim Management Group, Inc. (financial services holding company) and Invesco Aim Capital Management, Inc. (registered investment advisor); Director and President, INVESCO Funds Group, Inc. (registered investment advisor and registered transfer agent) and AIM GP Canada Inc. (general partner for limited partnerships) Director, Invesco Aim Distributors, Inc. (registered broker dealer); Director and Chairman, Invesco Aim Investment Services, Inc. (registered transfer agent) and INVESCO Distributors, Inc. (registered broker dealer); Director, President and
---------- (1) Mr. Flanagan is considered an interested person of the Trust because he is an officer of the advisor to the Trust, and an officer and a director of Invesco Ltd., ultimate parent of the advisor to the Trust. (2) Mr. Taylor is considered an interested person of the Trust because he is an officer and a director of the advisor to, and a director of the principal underwriter of, the Trust. C-1
TRUSTEE OTHER AND/OR TRUSTEESHIP(S)/ NAME, YEAR OF BIRTH AND OFFICER DIRECTORSHIPS(S) POSITION(S) HELD WITH THE TRUST SINCE PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS HELD BY TRUSTEE/DIRECTOR ------------------------------- ------- -------------------------------------------------------- ------------------------- Chairman, INVESCO Inc. (holding company) and Invesco Canada Holdings Inc. (formerly AIM Canada Holdings Inc.) (holding company); Chief Executive Officer, AIM Trimark Corporate Class Inc. (corporate mutual fund company) and AIM Trimark Canada Fund Inc. (corporate mutual fund company); Director and Chief Executive Officer, Invesco Trimark Ltd./Invesco Trimark Ltee (formerly AIM Funds Management Inc. d/b/a INVESCO Enterprise Services) (registered investment advisor and registered transfer agent); Trustee, President and Principal Executive Officer, The AIM Family of Funds--Registered Trademark-- (other than AIM Treasurer's Series Trust and Short-Term Investments Trust); Trustee and Executive Vice President, The AIM Family of Funds--Registered Trademark-- (AIM Treasurer's Series Trust and Short-Term Investments Trust only); and Manager, Invesco PowerShares Capital Management LLC Formerly: Director and President, AIM Trimark Corporate Class Inc. and AIM Trimark Canada Fund Inc.; Director and President, Invesco Trimark Ltd./Invesco Trimark Ltee (formerly AIM Funds Management Inc. d/b/a INVESCO Enterprise Services); Senior Managing Director, Invesco Holding Company Limited; Trustee and Executive Vice President, Tax-Free Investments Trust; Director and Chairman, Fund Management Company (former registered broker dealer); President and Principal Executive Officer, The AIM Family of Funds--Registered Trademark-- (AIM Treasurer's Series Trust, Short-Term Investments Trust and Tax-Free Investments Trust only); President, AIM Trimark Global Fund Inc. and AIM Trimark Canada Fund Inc.; and Director, Trimark Trust (federally regulated Canadian trust company) INDEPENDENT TRUSTEES Bruce L. Crockett - 1944 1993 Chairman, Crockett Technology Associates (technology ACE Limited (insurance Trustee and Chair consulting company) company); Captaris, Inc. (unified messaging provider); and Investment Company Institute. Bob R. Baker - 1936 2003 Retired None Trustee Frank S. Bayley - 1939 2001 Retired None Trustee Formerly: Partner, law firm of Baker & McKenzie and Director, Badgley Funds, Inc. (registered investment company) (2 portfolios) James T. Bunch - 1942 2003 Founder, Green, Manning & Bunch Ltd. (investment banking Formerly: Van Gilder Trustee firm) Insurance Company; Board of Governors, Western Golf Association/Evans Scholars Foundation and Executive Committee, United States Golf Association
C-2
TRUSTEE OTHER AND/OR TRUSTEESHIP(S)/ NAME, YEAR OF BIRTH AND OFFICER DIRECTORSHIPS(S) POSITION(S) HELD WITH THE TRUST SINCE PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS HELD BY TRUSTEE/DIRECTOR ------------------------------- ------- -------------------------------------------------------- ------------------------- Albert R. Dowden - 1941 2000 Director of a number of public and private business None Trustee corporations, including the Boss Group, Ltd. (private investment and management); Continental Energy Services, LLC (oil and gas pipeline service); Reich & Tang Funds (registered investment company); Annuity and Life Re (Holdings), Ltd. (reinsurance company); and Homeowners of America Holding Corporation/Homeowners of America Insurance Company (property casualty company) Formerly: Director, CompuDyne Corporation (provider of product and services to the public security market); Director, President and Chief Executive Officer, Volvo Group North America, Inc.; Senior Vice President, AB Volvo; Director of various public and private corporations Jack M. Fields - 1952 1997 Chief Executive Officer, Twenty First Century Group, Administaff Trustee Inc. (government affairs company); and Owner and Chief Executive Officer, Dos Angelos Ranch, L.P. (cattle, hunting, corporate entertainment), Discovery Global Education Fund (non-profit) and Cross Timbers Quail Research Ranch (non-profit) Formerly: Chief Executive Officer, Texana Timber LP (sustainable forestry company) Carl Frischling - 1937 1988 Partner, law firm of Kramer Levin Naftalis and Frankel Director, Reich & Tang Trustee LLP Funds (16 portfolios) Prema Mathai-Davis - 1950 1998 Retired None Trustee Lewis F. Pennock - 1942 1988 Partner, law firm of Pennock & Cooper None Trustee Larry Soll - 1942 2003 Retired None Trustee Raymond Stickel, Jr. - 1944 2005 Retired None Trustee Formerly: Director, Mainstay VP Series Funds, Inc. (25 portfolios) OTHER OFFICERS Russell C. Burk - 1958 2005 Senior Vice President and Senior Officer, The AIM Family N/A Senior Vice President and Senior of Funds--Registered Trademark-- Officer Formerly: Director of Compliance and Assistant General Counsel, ICON Advisers, Inc.; Financial Consultant, Merrill Lynch; and General Counsel and Director of Compliance, ALPS Mutual Funds, Inc.
C-3
TRUSTEE OTHER AND/OR TRUSTEESHIP(S)/ NAME, YEAR OF BIRTH AND OFFICER DIRECTORSHIPS(S) POSITION(S) HELD WITH THE TRUST SINCE PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS HELD BY TRUSTEE/DIRECTOR ------------------------------- ------- -------------------------------------------------------- ------------------------- John M. Zerr - 1962 2006 Director, Senior Vice President, Secretary and General N/A Senior Vice President, Chief Counsel, Invesco Aim Management Group, Inc., Invesco Aim Legal Officer and Secretary Advisors, Inc. and Invesco Aim Capital Management, Inc.; Director, Senior Vice President and Secretary, Invesco Aim Distributors, Inc.; Director, Vice President and Secretary, Invesco Aim Investment Services, Inc. and INVESCO Distributors, Inc.; Director and Vice President, INVESCO Funds Group, Inc.; Senior Vice President, Chief Legal Officer and Secretary, The AIM Family of Funds--Registered Trademark--; and Manager, Invesco PowerShares Capital Management LLC Formerly: Director, Vice President and Secretary, Fund Management Company; Vice President, Invesco Aim Capital Management, Inc.; Chief Operating Officer, Senior Vice President, General Counsel and Secretary, Liberty Ridge Capital, Inc. (an investment adviser); Vice President and Secretary, PBHG Funds (an investment company); Vice President and Secretary, PBHG Insurance Series Fund (an investment company); Chief Operating Officer, General Counsel and Secretary, Old Mutual Investment Partners (a broker-dealer); General Counsel and Secretary, Old Mutual Fund Services (an administrator); General Counsel and Secretary, Old Mutual Shareholder Services (a shareholder servicing center); Executive Vice President, General Counsel and Secretary, Old Mutual Capital, Inc. (an investment adviser); and Vice President and Secretary, Old Mutual Advisors Funds (an investment company) Lisa O. Brinkley - 1959 2004 Global Compliance Director, Invesco Ltd.; and Vice N/A Vice President President, The AIM Family of Funds--Registered Trademark-- Formerly: Senior Vice President, Invesco Aim Management Group, Inc.; Senior Vice President and Chief Compliance Officer, Invesco Aim Advisors, Inc. and The AIM Family of Funds--Registered Trademark--; Vice President and Chief Compliance Officer, Invesco Aim Capital Management, Inc. and Invesco Aim Distributors, Inc.; Vice President, Invesco Aim Investment Services, Inc. and Fund Management Company
C-4
TRUSTEE OTHER AND/OR TRUSTEESHIP(S)/ NAME, YEAR OF BIRTH AND OFFICER DIRECTORSHIPS(S) POSITION(S) HELD WITH THE TRUST SINCE PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS HELD BY TRUSTEE/DIRECTOR ------------------------------- ------- -------------------------------------------------------- ------------------------- Kevin M. Carome - 1956 2003 General Counsel, Secretary and Senior Managing Director, N/A Vice President Invesco Ltd.; Director and Secretary, Invesco Holding Company Limited, and, INVESCO Funds Group, Inc.; Director and Secretary, INVESCO North American Holdings, Inc.; Director, Executive Vice President and Secretary, IVZ, Inc. and Invesco Group Services, Inc.; Director and Executive Vice President, Invesco Investments (Bermuda) Ltd.; and Vice President, The AIM Family of Funds--Registered Trademark-- Formerly: Senior Managing Director and Secretary, Invesco Holding Company Limited; Director, Senior Vice President, Secretary and General Counsel, Invesco Aim Management Group, Inc. and Invesco Aim Advisors, Inc.; Senior Vice President, Invesco Aim Distributors, Inc.; Director, General Counsel and Vice President, Fund Management Company; Vice President, Invesco Aim Capital Management, Inc., Invesco Aim Investment Services, Inc.; Invesco Group Services, Inc. and IVZ Inc.; Senior Vice President, Chief Legal Officer and Secretary, The AIM Family of Funds--Registered Trademark--; Director and Vice President, INVESCO Distributors, Inc.; and Chief Executive Officer and President, INVESCO Funds Group, Inc. Sheri Morris - 1964 1999 Vice President, Treasurer and Principal Financial N/A Vice President, Treasurer and Officer, The AIM Family of Funds--Registered Trademark-- Principal Financial Officer ; Vice President, Invesco Aim Advisors, Inc., Invesco Aim Capital Management, Inc. and Invesco Aim Private Asset Management Inc. Formerly: Assistant Vice President and Assistant Treasurer, The AIM Family of Funds--Registered Trademark-- and Assistant Vice President, Invesco Aim Advisors, Inc., Invesco Aim Capital Management, Inc., and Invesco Aim Private Management, Inc. Karen Dunn Kelley - 1960 2004 Head of Invesco's World Wide Fixed Income and Cash N/A Vice President Management Group; Director of Cash Management and Senior Vice President, Invesco Aim Advisors, Inc. and Invesco Aim Capital Management, Inc.; Executive Vice President, Invesco Aim Distributors, Inc.; Senior Vice President, Invesco Aim Management Group, Inc.; Vice President, The AIM Family of Funds--Registered Trademark-- (other than AIM Treasurer's Series Trust and Short-Term Investments Trust); and President and Principal Executive Officer, The AIM Family of Funds--Registered Trademark-- (AIM Treasurer's Series Trust and Short-Term Investments Trust only) Formerly: President and Principal Executive Officer, Tax-Free Investments Trust; Director and President, Fund Management Company; Chief Cash Management Officer and Managing Director, Invesco Aim Capital Management, Inc.; and Vice President, Invesco Aim Advisors, Inc. and The AIM Family of Funds--Registered Trademark-- (AIM Treasurer's Series Trust, Short-Term Investments Trust and Tax-Free Investments Trust only)
C-5
TRUSTEE OTHER AND/OR TRUSTEESHIP(S)/ NAME, YEAR OF BIRTH AND OFFICER DIRECTORSHIPS(S) POSITION(S) HELD WITH THE TRUST SINCE PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS HELD BY TRUSTEE/DIRECTOR ------------------------------- ------- -------------------------------------------------------- ------------------------- Lance A. Rejsek - 1967 2005 Anti-Money Laundering Compliance Officer, Invesco Aim N/A Anti-Money Laundering Compliance Advisors, Inc., Invesco Aim Capital Management, Inc., Officer Invesco Aim Distributors, Inc., Invesco Aim Investment Services, Inc., Invesco Aim Private Asset Management, Inc. and The AIM Family of Funds--Registered Trademark-- Formerly: Anti-Money Laundering Compliance Officer, Fund Management Company Todd L. Spillane - 1958 2006 Senior Vice President, Invesco Aim Management Group, N/A Chief Compliance Officer Inc.; Senior Vice President and Chief Compliance Officer, Invesco Aim Advisors, Inc. and Invesco Aim Capital Management, Inc.; Chief Compliance Officer, The AIM Family of Funds--Registered Trademark--, Invesco Global Asset Management (N.A.), Inc. (registered investment advisor), Invesco Institutional (N.A.), Inc. (registered investment advisor), INVESCO Private Capital Investments, Inc. (holding company), Invesco Private Capital, Inc. (registered investment advisor) and Invesco Senior Secured Management, Inc. (registered investment advisor); and Vice President, Invesco Aim Distributors, Inc. and Invesco Aim Investment Services, Inc. Formerly: Vice President, Invesco Aim Capital Management, Inc. and Fund Management Company
C-6 TRUSTEE OWNERSHIP OF FUND SHARES AS OF DECEMBER 31, 2008
Aggregate Dollar Range of Equity Securities in All Registered Investment Companies Dollar Range of Equity Overseen by Trustee in The AIM Family Name of Trustee Securities Per Fund of Funds--Registered Trademark-- --------------- ---------------------- ------------------------------------- Martin L. Flanagan Over $100,000 Philip A. Taylor -0- Bob R. Baker Over $100,000 Frank S. Bayley Over $100,000 James T. Bunch Over $100,000(3) Bruce L. Crockett Over $100,000(3) Albert R. Dowden Over $100,000 Jack M. Fields Over $100,000(3) Carl Frischling Over $100,000(3) Prema Mathai-Davis Over $100,000(3) Lewis F. Pennock Over $100,000 Larry Soll Over $100,000(3) Raymond Stickel, Jr. Over $100,000
---------- (3) Includes the total amount of compensation deferred by the trustee at his or her election pursuant to a deferred compensation plan. Such deferred compensation is placed in a deferral account and deemed to be invested in one or more of the AIM Funds. C-7 APPENDIX D TRUSTEE COMPENSATION TABLE Set forth below is information regarding compensation paid or accrued for each trustee of the Trust who was not affiliated with AIM during the year ended December 31, 2008:
RETIREMENT ESTIMATED TOTAL AGGREGATE BENEFITS ANNUAL COMPENSATION COMPENSATION ACCRUED BY ALL BENEFITS UPON FROM ALL AIM TRUSTEE FROM THE TRUST(1) AIM FUNDS(2) RETIREMENT(3) FUNDS(4) -------------------- ----------------- -------------- ------------- ------------ Bob R. Baker $25,302 $238,704 $170,766 $238,575 Frank S. Bayley 27,041 168,162 139,500 255,150 James T. Bunch 22,777 163,280 139,500 214,750 Bruce L. Crockett 48,883 90,641 139,500 463,050 Albert R. Dowden 26,689 111,458 139,500 251,900 Jack M. Fields 22,777 122,832 139,500 214,750 Carl Frischling(5) 25,766 101,872 139,500 252,650 Prema Mathai-Davis 24,566 119,858 139,500 232,075 Lewis F. Pennock 22,102 92,166 139,500 208,250 Larry Soll 24,800 218,468 161,105 238,575 Raymond Stickel, Jr. 28,111 68,859 139,500 270,200
(1) Amounts shown are based upon the fiscal year ended October 31, 2008. The total amount of compensation deferred by all trustees of the Trust during the fiscal year ended October 31, 2008 including earnings was $188,153. (2) During the fiscal year ended October 31, 2008, the total amount of expenses allocated to the Trust in respect of such retirement benefits was $272,480. (3) These amounts represent the estimated annual benefits payable by the AIM Funds upon the trustees' retirement and assumes each trustee serves until his or her normal retirement date. (4) All trustees currently serve as trustee of 13 registered investment companies advised by Invesco Aim. (5) During the fiscal year ended October 31, 2008, the Trust paid $64,067 in legal fees to Kramer, Levin, Naftalis & Frankel LLP for services rendered by such firm as counsel to the independent trustees of the Trust. Mr. Frischling is a partner of such firm. D-1 APPENDIX E PROXY POLICY APPLIES TO THE FOLLOWING: INVESCO AIM ADVISORS, INC. INVESCO AIM PROXY VOTING GUIDELINES (Effective as of March 31, 2008) The following Invesco Aim Proxy Voting Guidelines are applicable to all funds and other accounts managed by Invesco Aim Advisors, Inc., Invesco Aim Capital Management, Inc and Invesco Aim Private Asset Management, Inc. (collectively, "Invesco Aim").(1) INTRODUCTION OUR BELIEF The AIM Funds Boards of Trustees and Invesco Aim's investment professionals expect a high standard of corporate governance from the companies in our portfolios so that Invesco Aim may fulfill its fiduciary obligation to our fund shareholders and other account holders. Well governed companies are characterized by a primary focus on the interests of shareholders, accountable boards of directors, ample transparency in financial disclosure, performance-driven cultures and appropriate consideration of all stakeholders. Invesco Aim believes well governed companies create greater shareholder wealth over the long term than poorly governed companies, so we endeavor to vote in a manner that increases the value of our investments and fosters good governance within our portfolio companies. In determining how to vote proxy issues, Invesco Aim considers the probable business consequences of each issue and votes in a manner designed to protect and enhance fund shareholders' and other account holders' interests. Our voting decisions are intended to enhance each company's total shareholder value over Invesco Aim's typical investment horizon. Proxy voting is an integral part of Invesco Aim's investment process. We believe that the right to vote proxies should be managed with the same care as all other elements of the investment process. The objective of Invesco Aim's proxy-voting activity is to promote good governance and advance the economic interests of our clients. At no time will Invesco Aim exercise its voting power to advance its own commercial interests, to pursue a social or political cause that is unrelated to our clients' economic interests, or to favor a particular client or business relationship to the detriment of others. PROXY ADMINISTRATION The Invesco Aim Proxy Committee (the "Proxy Committee") consists of members representing Invesco Aim's Investments, Legal and Compliance departments. Invesco Aim's Proxy Voting Guidelines (the "Guidelines") are revised annually by the Proxy Committee, and are approved by the AIM Funds Boards of Trustees. The Proxy Committee implements the Guidelines and oversees proxy voting. The Proxy Committee has retained outside experts to assist with the analysis and voting of proxy issues. In addition to the advice offered by these experts, Invesco Aim uses information gathered from our own research, company managements, Invesco Aim's portfolio managers and outside shareholder groups to reach our voting decisions. E-1 Generally speaking, Invesco Aim's investment-research process leads us to invest in companies led by management teams we believe have the ability to conceive and execute strategies to outperform their competitors. We select companies for investment based in large part on our assessment of their management teams' ability to create shareholder wealth. Therefore, in formulating our proxy-voting decisions, Invesco Aim gives proper consideration to the recommendations of a company's Board of Directors. IMPORTANT PRINCIPLES UNDERLYING THE INVESCO AIM PROXY VOTING GUIDELINES I. ACCOUNTABILITY Management teams of companies are accountable to their boards of directors, and directors of publicly held companies are accountable to their shareholders. Invesco Aim endeavors to vote the proxies of its portfolio companies in a manner that will reinforce the notion of a board's accountability to its shareholders. Consequently, Invesco Aim votes against any actions that would impair the rights of shareholders or would reduce shareholders' influence over the board or over management. The following are specific voting issues that illustrate how Invesco Aim applies this principle of accountability. - Elections of directors. In uncontested director elections for companies that do not have a controlling shareholder, Invesco Aim votes in favor of slates if they are comprised of at least a majority of independent directors and if the boards' key committees are fully independent. Key committees include the Audit, Compensation and Governance or Nominating Committees. Invesco Aim's standard of independence excludes directors who, in addition to the directorship, have any material business or family relationships with the companies they serve. Contested director elections are evaluated on a case-by-case basis and are decided within the context of Invesco Aim's investment thesis on a company. - Director performance. Invesco Aim withholds votes from directors who exhibit a lack of accountability to shareholders, either through their level of attendance at meetings or by enacting egregious corporate-governance or other policies. In cases of material financial restatements, accounting fraud, habitually late filings, adopting shareholder rights plan ("poison pills") without shareholder approval, or other areas of poor performance, Invesco Aim may withhold votes from some or all of a company's directors. In situations where directors' performance is a concern, Invesco Aim may also support shareholder proposals to take corrective actions such as so-called "clawback" provisions. - Auditors and Audit Committee members. Invesco Aim believes a company's Audit Committee has a high degree of responsibility to shareholders in matters of financial disclosure, integrity of the financial statements and effectiveness of a company's internal controls. Independence, experience and financial expertise are critical elements of a well-functioning Audit Committee. When electing directors who are members of a company's Audit Committee, or when ratifying a company's auditors, Invesco Aim considers the past performance of the Committee and holds its members accountable for the quality of the company's financial statements and reports. - Majority standard in director elections. The right to elect directors is the single most important mechanism shareholders have to promote accountability. Invesco Aim supports the nascent effort to reform the U.S. convention of electing directors, and votes in favor of proposals to elect directors by a majority vote. E-2 - Classified boards. Invesco Aim supports proposals to elect directors annually instead of electing them to staggered multi-year terms because annual elections increase a board's level of accountability to its shareholders. - Supermajority voting requirements. Unless proscribed by law in the state of incorporation, Invesco Aim votes against actions that would impose any supermajority voting requirement, and supports actions to dismantle existing supermajority requirements. - Responsiveness. Invesco Aim withholds votes from directors who do not adequately respond to shareholder proposals that were approved by a majority of votes cast the prior year. - Cumulative voting. The practice of cumulative voting can enable minority shareholders to have representation on a company's board. Invesco Aim supports proposals to institute the practice of cumulative voting at companies whose overall corporate-governance standards indicate a particular need to protect the interests of minority shareholders. - Shareholder access. On business matters with potential financial consequences, Invesco Aim votes in favor of proposals that would increase shareholders' opportunities to express their views to boards of directors, proposals that would lower barriers to shareholder action and proposals to promote the adoption of generally accepted best practices in corporate governance. II. INCENTIVES Invesco Aim believes properly constructed compensation plans that include equity ownership are effective in creating incentives that induce managements and employees of our portfolio companies to create greater shareholder wealth. Invesco Aim supports equity compensation plans that promote the proper alignment of incentives, and votes against plans that are overly dilutive to existing shareholders, plans that contain objectionable structural features, and plans that appear likely to reduce the value of an account's investment. Following are specific voting issues that illustrate how Invesco Aim evaluates incentive plans. - Executive compensation. Invesco Aim evaluates compensation plans for executives within the context of the company's performance under the executives' tenure. Invesco Aim believes independent compensation committees are best positioned to craft executive-compensation plans that are suitable for their company-specific circumstances. We view the election of those independent compensation committee members as the appropriate mechanism for shareholders to express their approval or disapproval of a company's compensation practices. Therefore, Invesco Aim generally does not support shareholder proposals to limit or eliminate certain forms of executive compensation. In the interest of reinforcing the notion of a compensation committee's accountability to shareholders, Invesco Aim supports proposals requesting that companies subject each year's compensation record to an advisory shareholder vote, or so-called "say on pay" proposals. - Equity-based compensation plans. When voting to approve or reject equity-based compensation plans, Invesco Aim compares the total estimated cost of the plans, including stock options and restricted stock, against a carefully selected peer group and uses multiple performance metrics that help us determine whether the incentive structures in place are creating genuine shareholder wealth. Regardless of a plan's estimated cost relative to its peer group, Invesco Aim votes against plans that contain structural features that would impair the alignment of incentives between shareholders and management. Such features include the ability to reprice or reload options without shareholder approval, the ability to issue options below the stock's current market price, or the ability to automatically replenish shares without shareholder approval. E-3 - Employee stock-purchase plans. Invesco Aim supports employee stock-purchase plans that are reasonably designed to provide proper incentives to a broad base of employees, provided that the price at which employees may acquire stock is at most a 15 percent discount from the market price. - Severance agreements. Invesco Aim generally votes in favor of proposals requiring advisory shareholder ratification of executives' severance agreements. However, we oppose proposals requiring such agreements to be ratified by shareholders in advance of their adoption. III. CAPITALIZATION Examples of management proposals related to a company's capital structure include authorizing or issuing additional equity capital, repurchasing outstanding stock, or enacting a stock split or reverse stock split. On requests for additional capital stock, Invesco Aim analyzes the company's stated reasons for the request. Except where the request could adversely affect the fund's ownership stake or voting rights, AIM generally supports a board's decisions on its needs for additional capital stock. Some capitalization proposals require a case-by-case analysis within the context of Invesco Aim's investment thesis on a company. Examples of such proposals include authorizing common or preferred stock with special voting rights, or issuing additional stock in connection with an acquisition. IV. MERGERS, ACQUISITIONS AND OTHER CORPORATE ACTIONS Issuers occasionally require shareholder approval to engage in certain corporate actions such as mergers, acquisitions, name changes, dissolutions, reorganizations, divestitures and reincorporations. Invesco Aim analyzes these proposals within the context of our investment thesis on the company, and determines its vote on a case-by-case basis. V. ANTI-TAKEOVER MEASURES Practices designed to protect a company from unsolicited bids can adversely affect shareholder value and voting rights, and they create conflicts of interests among directors, management and shareholders. Except under special issuer-specific circumstances, Invesco Aim votes to reduce or eliminate such measures. These measures include adopting or renewing "poison pills", requiring supermajority voting on certain corporate actions, classifying the election of directors instead of electing each director to an annual term, or creating separate classes of common or preferred stock with special voting rights. Invesco Aim generally votes against management proposals to impose these types of measures, and generally votes for shareholder proposals designed to reduce such measures. Invesco Aim supports shareholder proposals directing companies to subject their anti-takeover provisions to a shareholder vote. VI. SHAREHOLDER PROPOSALS ON CORPORATE GOVERNANCE Invesco Aim generally votes for shareholder proposals that are designed to protect shareholder rights if a company's corporate-governance standards indicate that such additional protections are warranted. VII. SHAREHOLDER PROPOSALS ON SOCIAL RESPONSIBILITY The potential costs and economic benefits of shareholder proposals seeking to amend a company's practices for social reasons are difficult to assess. Analyzing the costs and economic benefits of these proposals is highly subjective and does not fit readily within our framework of voting to create greater shareholder wealth over Invesco Aim's typical investment horizon. Therefore, Invesco Aim abstains from voting on shareholder proposals deemed to be of a purely social, political or moral nature. VIII. ROUTINE BUSINESS MATTERS E-4 Routine business matters rarely have a potentially material effect on the economic prospects of fund holdings, so we generally support the board's discretion on these items. However, Invesco Aim votes against proposals where there is insufficient information to make a decision about the nature of the proposal. Similarly, Invesco Aim votes against proposals to conduct other unidentified business at shareholder meetings. SUMMARY These Guidelines provide an important framework for making proxy-voting decisions, and should give fund shareholders and other account holders insight into the factors driving Invesco Aim's decisions. The Guidelines cannot address all potential proxy issues, however. Decisions on specific issues must be made within the context of these Guidelines and within the context of the investment thesis of the funds and other accounts that own the company's stock. Where a different investment thesis is held by portfolio managers who may hold stocks in common, Invesco Aim may vote the shares held on a fund-by-fund or account-by-account basis. EXCEPTIONS In certain circumstances, Invesco Aim may refrain from voting where the economic cost of voting a company's proxy exceeds any anticipated benefits of that proxy proposal. SHARE-LENDING PROGRAMS One reason that some portion of Invesco Aim's position in a particular security might not be voted is the securities lending program. When securities are out on loan and earning fees for the lending fund, they are transferred into the borrower's name. Any proxies during the period of the loan are voted by the borrower. The lending fund would have to terminate the loan to vote the company's proxy, an action that is not generally in the best economic interest of fund shareholders. However, whenever Invesco Aim determines that the benefit to shareholders or other account holders of voting a particular proxy outweighs the revenue lost by terminating the loan, we recall the securities for the purpose of voting the fund's full position. "SHARE-BLOCKING" Another example of a situation where Invesco Aim may be unable to vote is in countries where the exercise of voting rights requires the fund to submit to short-term trading restrictions, a practice known as "share-blocking." Invesco Aim generally refrains from voting proxies in share-blocking countries unless the portfolio manager determines that the benefit to fund shareholders and other account holders of voting a specific proxy outweighs the fund's or other account's temporary inability to sell the security. INTERNATIONAL CONSTRAINTS An additional concern that sometimes precludes our voting non-U.S. proxies is our inability to receive proxy materials with enough time and enough information to make a voting decision. In the great majority of instances, however, we are able to vote non-U.S. proxies successfully. It is important to note that Invesco Aim makes voting decisions for non-U.S. issuers using these Guidelines as our framework, but also takes into account the corporate-governance standards, regulatory environment and generally accepted best practices of the local market. EXCEPTIONS TO THESE GUIDELINES Invesco Aim retains the flexibility to accommodate company-specific situations where strictly adhering to the Guidelines would lead to a vote that the Proxy Committee deems not to be in the best interest of the funds' shareholders and other account holders. In these situations, the Proxy Committee will vote the proxy in the manner deemed to be in the best interest of the funds' shareholders and other account E-5 holders, and will promptly inform the funds' Boards of Trustees of such vote and the circumstances surrounding it. RESOLVING POTENTIAL CONFLICTS OF INTEREST A potential conflict of interest arises when Invesco Aim votes a proxy for an issuer with which it also maintains a material business relationship. Examples could include issuers that are distributors of Invesco Aim's products, or issuers that employ Invesco Aim to manage portions of their retirement plans or treasury accounts. Invesco Aim reviews each proxy proposal to assess the extent, if any, to which there may be a material conflict between the interests of the fund shareholders or other account holders and Invesco Aim. Invesco Aim takes reasonable measures to determine whether a potential conflict may exist. A potential conflict is deemed to exist only if one or more of the Proxy Committee members actually knew or should have known of the potential conflict. If a material potential conflict is deemed to exist, Invesco Aim may resolve the potential conflict in one of the following ways: (1) if the proposal that gives rise to the potential conflict is specifically addressed by the Guidelines, Invesco Aim may vote the proxy in accordance with the predetermined Guidelines; (2) Invesco Aim may engage an independent third party to determine how the proxy should be voted; or (3) Invesco Aim may establish an ethical wall or other informational barrier between the persons involved in the potential conflict and the persons making the proxy-voting decision in order to insulate the potential conflict from the decision makers. Because the Guidelines are pre-determined and crafted to be in the best economic interest of shareholders and other account holders, applying the Guidelines to vote client proxies should, in most instances, adequately resolve any potential conflict of interest. As an additional safeguard against potential conflicts, persons from Invesco Aim's marketing, distribution and other customer-facing functions are precluded from becoming members of the Proxy Committee. On a quarterly basis, the AIM Funds Boards of Trustees review a report from Invesco Aim's Internal Compliance Controls Committee. The report contains a list of all known material business relationships that Invesco Aim maintains with publicly traded issuers. That list is cross-referenced with the list of proxies voted over the period. If there are any instances where Invesco Aim's voting pattern on the proxies of its material business partners is inconsistent with its voting pattern on all other issuers, they are brought before the Trustees and explained by the Chairman of the Proxy Committee. Personal conflicts of interest. If any member of the Proxy Committee has a personal conflict of interest with respect to a company or an issue presented for voting, that Proxy Committee member will inform the Proxy Committee of such conflict and will abstain from voting on that company or issue. Funds of funds. Some AIM Funds offering diversified asset allocation within one investment vehicle own shares in other AIM Funds. A potential conflict of interest could arise if an underlying AIM Fund has a shareholder meeting with any proxy issues to be voted on, because Invesco Aim's asset-allocation funds or target-maturity funds may be large shareholders of the underlying fund. In order to avoid any potential for a conflict, the asset-allocation funds and target maturity funds vote their shares in the same proportion as the votes of the external shareholders of the underlying fund. POLICIES AND VOTE DISCLOSURE A copy of these Guidelines and the voting record of each AIM Fund are available on our web site, www.invescoaim.com. In accordance with Securities and Exchange Commission regulations, all funds file E-6 a record of all proxy-voting activity for the prior 12 months ending June 30th. That filing is made on or before August 31st of each year. E-7 ---------- FOOTNOTES (1) AIM Funds not managed by Invesco Aim Advisors, Inc., are governed by the proxy voting policies of their respective sub-advisors. Proxy Voting Guidelines applicable to AIM CHINA FUND, AIM FLOATING RATE FUND, AIM GLOBAL REAL ESTATE FUND, AIM INTERNATIONAL CORE EQUITY FUND, AIM INTERNATIONAL TOTAL RETURN FUND, AIM JAPAN FUND, AIM LIBOR ALPHA FUND, AIM REAL ESTATE FUND, AIM S&P 500 INDEX FUND, AIM SELECT REAL ESTATE INCOME FUND, AIM STRUCTURED CORE FUND, AIM STRUCTURED GROWTH FUND, AIM STRUCTURED VALUE FUND, AIM TRIMARK ENDEAVOR FUND, AIM TRIMARK FUND, AIM TRIMARK SMALL COMPANIES FUND, SERIES C and SERIES M are available at our website, http://www.invescoaim.com. E-8 PROXY POLICY APPLIES TO THE FOLLOWING: INVESCO ASSET MANAGEMENT DEUTSCHLAND, GMBH (INVESCO LOGO) PROXY VOTING POLICY INVESCO ASSET MANAGEMENT DEUTSCHLAND GMBH December 2007 E-9 GENERAL POLICY INVESCO has responsibility for making investment decisions that are in the best interests of its clients. As part of the investment management services it provides to clients, INVESCO may be authorized by clients to vote proxies appurtenant to the shares for which the clients are beneficial owners. INVESCO believes that it has a duty to manage clients' assets in the best economic interests of the clients and that the ability to vote proxies is a client asset. INVESCO reserves the right to amend its proxy policies and procedures from time to time without prior notice to its clients. PROXY VOTING POLICIES VOTING OF PROXIES INVESCO will on a fund by fund basis, decide whether it will vote proxies and if so, for which parts of the portfolio it will voted for. If INVESCO decides to vote proxies, it will do so in accordance with the procedures set forth below. If the client retains in writing the right to vote or if INVESCO determines that any benefit the client might gain from voting a proxy would be outweighed by the costs associated therewith, it will refrain from voting. BEST ECONOMIC INTERESTS OF CLIENTS In voting proxies, INVESCO will take into consideration those factors that may affect the value of the security and will vote proxies in a manner in which, in its opinion, is in the best economic interests of clients. INVESCO endeavors to resolve any conflicts of interest exclusively in the best economic interests of clients. CERTAIN PROXY VOTES MAY NOT BE CAST In some cases, INVESCO may determine that it is not in the best economic interests of clients to vote proxies. For example, proxy voting in certain countries outside the United States requires share blocking. Shareholders who wish to vote their proxies must deposit their shares 7 to 21 days before the date of the meeting with a designated depositary. During the blocked period, shares to be voted at the meeting cannot be sold until the meeting has taken place and the shares have been returned to the Custodian/Sub-Custodian bank. In addition, voting certain international securities may involve unusual costs to clients. In other cases, it may not be possible to vote certain proxies despite good faith efforts to do so, for instance when inadequate notice of the matter is provided. In the instance of loan securities, voting of proxies typically requires termination of the loan, so it is not usually in the best economic interests of clients to vote proxies on loaned securities. INVESCO typically will not, but reserves the right to, vote where share blocking restrictions, unusual costs or other barriers to efficient voting apply. If INVESCO does not vote, it would have made the determination that the cost of voting exceeds the expected benefit to the client. ISS SERVICES INVESCO has contracted with Institutional Shareholder Services ("ISS"), an independent third party service provider, to vote INVESCO's clients' proxies according to ISS's proxy voting recommendations. In addition, ISS will provide proxy analyses, vote recommendations, vote execution and record-keeping services for clients for which INVESCO has proxy voting responsibility. On an annual basis, INVESCO will review information obtained from ISS to ascertain E-10 whether ISS (i) has the capacity and competency to adequately analyze proxy issues, and (ii) can make such recommendations in an impartial manner and in the best economic interest of INVESCO's clients. This may include a review of ISS' Policies, Procedures and Practices Regarding Potential Conflicts of Interests and obtaining information about the work ISS does for corporate issuers and the payments ISS receives from such issuers. Custodians forward proxy materials for clients who rely on INVESCO to vote proxies to ISS. ISS is responsible for exercising the voting rights in accordance with the ISS proxy voting guidelines. If INVESCO receives proxy materials in connection with a client's account where the client has, in writing, communicated to INVESCO that the client, plan fiduciary or other third party has reserved the right to vote proxies, INVESCO will forward to the party appointed by client any proxy materials it receives with respect to the account. In order to avoid voting proxies in circumstances where INVESCO, or any of its affiliates have or may have any conflict of interest, real or perceived, INVESCO has engaged ISS to provide the proxy analyses, vote recommendations and voting of proxies. In the event that (i) ISS recuses itself on a proxy voting matter and makes no recommendation or (ii) INVESCO decides to override the ISS vote recommendation, the Proxy Voting Committee (PVC) of the International Structured Products Group and the Compliance Officer will review the issue and direct ISS how to vote the proxies as described below. ISS RECUSAL When ISS makes no recommendation on a proxy voting issue or is recused due to a conflict of interest, the Proxy Voting Committee (PVC) of the International Structured Products Group and the Compliance Officer will review the issue and, if INVESCO does not have a conflict of interest, direct ISS how to vote the proxies. In such cases where INVESCO has a conflict of interest, INVESCO, in its sole discretion, shall either (a) vote the proxies pursuant to ISS's general proxy voting guidelines, (b) engage an independent third party to provide a vote recommendation, or (c) contact its client(s) for direction as to how to vote the proxies. OVERRIDE OF ISS RECOMMENDATION There may be occasions where the INVESCO investment personnel or senior officers seek to override ISS's recommendations if they believe that ISS's recommendations are not in accordance with the best economic interests of clients. In the event that an individual listed above in this section disagrees with an ISS recommendation on a particular voting issue, the individual shall document in writing the reasons that he/she believes that the ISS recommendation is not in accordance with clients' best economic interests and submit such written documentation to the Proxy Voting Committee (PVC) of the International Structured Products Group. Upon review of the documentation and consultation with the individual and others as the PVC deems appropriate, the PVC together with the Compliance Officer may make a determination to override the ISS voting recommendation if they determine that it is in the best economic interests of clients. PROXY VOTING RECORDS Clients may obtain information about how INVESCO voted proxies on their behalf by contacting their client services representative. Alternatively, clients may make a written request for proxy voting information. E-11 CONFLICTS OF INTEREST PROCEDURES TO ADDRESS CONFLICTS OF INTEREST AND IMPROPER INFLUENCE In order to avoid voting proxies in circumstances where INVESCO or any of its affiliates have or may have any conflict of interest, real or perceived, INVESCO has contracted with ISS to provide proxy analyses, vote recommendations and voting of proxies. Unless noted otherwise by ISS, each vote recommendation provided by ISS to INVESCO includes a representation from ISS that ISS faces no conflict of interest with respect to the vote. In instances where ISS has recused itself and makes no recommendation on a particular matter or if an override submission is requested, the Proxy Voting Committee (PVC) of the International Structured Products Group together with the Compliance Officer shall determine how the proxy is to be voted and instruct accordingly in which case the conflict of interest provisions discussed below shall apply. In effecting the policy of voting proxies in the best economic interests of clients, there may be occasions where the voting of such proxies may present a real or perceived conflict of interest between INVESCO, as the investment manager, and clients. For each director, officer and employee of INVESCO ("INVESCO person"), the interests of INVESCO's clients must come first, ahead of the interest of INVESCO and any person within the INVESCO organization, which includes INVESCO's affiliates. Accordingly, each INVESCO person must not put "personal benefit," whether tangible or intangible, before the interests of clients of INVESCO or otherwise take advantage of the relationship to INVESCO's clients. "Personal benefit" includes any intended benefit for oneself or any other individual, company, group or organization of any kind whatsoever, except a benefit for a client of INVESCO, as appropriate. It is imperative that each of INVESCO's directors, officers and employees avoid any situation that might compromise, or call into question, the exercise of fully independent judgment in the interests of INVESCO's clients. Occasions may arise where a person or organization involved in the proxy voting process may have a conflict of interest. A conflict of interest may also exist if INVESCO has a business relationship with (or is actively soliciting business from) either the company soliciting the proxy or a third party that has a material interest in the outcome of a proxy vote or that is actively lobbying for a particular outcome of a proxy vote. An INVESCO person shall not be considered to have a conflict of interest if the INVESCO person did not know of the conflict of interest and did not attempt to influence the outcome of a proxy vote. Any individual with actual knowledge of a conflict of interest relating to a particular referral item shall disclose that conflict to the Compliance Officer. The following are examples of situations where a conflict may exist: - Business Relationships - where INVESCO manages money for a company or an employee group, manages pension assets or is actively soliciting any such business, or leases office space from a company; - Personal Relationships - where a INVESCO person has a personal relationship with other proponents of proxy proposals, participants in proxy contests, corporate directors, or candidates for directorships; and - Familial Relationships - where an INVESCO person has a known familial relationship relating to a company (e.g. a spouse or other relative who serves as a director of a public company or is employed by the company). In the event that INVESCO (or an affiliate) manages assets for a company, its pension plan, or related entity and where clients' funds are invested in that company's shares, it will not take into E-12 consideration this relationship and will vote proxies in that company solely in the best economic interest of its clients. It is the responsibility of the INVESCO person to report any real or potential conflict of interest of which such individual has actual knowledge to the Compliance Officer, who shall present any such information to the Head of Continental Europe Compliance. However, once a particular conflict has been reported to the Compliance Officer, this requirement shall be deemed satisfied with respect to all individuals with knowledge of such conflict. In addition, any INVESCO person who submits an ISS override recommendation to the Proxy Voting Committee (PVC) of the International Structured Products Group shall certify as to their compliance with this policy concurrently with the submission of their override recommendation. A form of such certification is attached as Appendix A hereto. In addition, the Proxy Voting Committee (PVC) of the International Structured Products Group must notify INVESCO's Compliance Officer with impunity and without fear of retribution or retaliation, of any direct, indirect or perceived improper influence made by anyone within INVESCO or by an affiliated company's representatives with regard to how INVESCO should vote proxies. The Compliance Officer will investigate the allegations and will report his or her findings to the INVESCO Risk Management Committee and to the Head of Continental Europe Compliance. In the event that it is determined that improper influence was made, the Risk Management Committee will determine the appropriate action to take which may include, but is not limited to, (1) notifying the affiliated company's Chief Executive Officer, its Management Committee or Board of Directors, (2) taking remedial action, if necessary, to correct the result of any improper influence where clients have been harmed, or (3) notifying the appropriate regulatory agencies of the improper influence and to fully cooperate with these regulatory agencies as required. In all cases, the Proxy Voting Committee (PVC) of the International Structured Products Group together with the Compliance Officer shall not take into consideration the improper influence in determining how to vote proxies and will vote proxies solely in the best economic interest of clients. ISS PROXY VOTING GUIDELINES A copy of the most recent ISS Proxy Voting Guidelines Summary can be found on ISS's website at www.issproxy.com. From this website, click on ISS Governance Services tab, next click on "Policy Gateway", next click on "2008 Policy Information", and then click on "Download 2008 U.S. Proxy Voting Guidelines Summary." E-13 APPENDIX A ACKNOWLEDGEMENT AND CERTIFICATION I acknowledge that I have read the INVESCO Proxy Voting Policy (a copy of which has been supplied to me, which I will retain for future reference) and agree to comply in all respects with the terms and provisions thereof. I have disclosed or reported all real or potential conflicts of interest to the INVESCO Compliance Officer and will continue to do so as matters arise. I have complied with all provisions of this Policy. ---------------------------------------- Print Name ------------------------------------- ---------------------------------------- Date Signature E-14 PROXY POLICY APPLIES TO THE FOLLOWING: INVESCO ASSET MANAGEMENT LIMITED (UPDATED FEBRUARY 2008) INVESCO PERPETUAL POLICY ON CORPORATE GOVERNANCE 1. INTRODUCTION Invesco Perpetual (IP), the trading name of Invesco Asset Management Limited, has adopted a clear and considered policy towards its responsibility as a shareholder. As part of this policy, IP will take steps to satisfy itself about the extent to which the companies in which it invests comply with local recommendations and practices, such as the UK Combined Code issued by the Committee on Corporate Governance and/or the U.S. Department of Labor Interpretive Bulletins. 2. RESPONSIBLE VOTING IP has a responsibility to optimise returns to its clients. As a core part of the investment process, Fund Managers will endeavour to establish a dialogue with management to promote company decision making that is in the best interests of shareholders, and is in accordance with good Corporate Governance principles. IP considers that shareholder activism is fundamental to good Corporate Governance. Whilst this does not entail intervening in daily management decisions, it does involve supporting general standards for corporate activity and, where necessary, taking the initiative to ensure those standards are met. One important means of putting shareholder responsibility into practice is via the exercising of voting rights. In deciding whether to vote shares, IP will take into account such factors as the likely impact of voting on management activity, and where expressed, the preference of clients. As a result of these two factors, IP will tend to vote on all UK and European shares, but to vote on a more selective basis on other shares. (See Appendix I - Voting on non-UK/European shares) IP considers that the voting rights attached to its clients' investments should be actively managed with the same duty of care as that applied to all other aspects of asset administration. As such, voting rights will be exercised on an informed and independent basis, and will not simply be passed back to the company concerned for discretionary voting by the Chairman. In doing this, IP will have in mind three objectives: i) To protect the rights of its clients ii) To minimise the risk of financial or business impropriety within the companies in which its clients are invested, and iii) To protect the long-term value of its clients' investments. It is important to note that, when exercising voting rights, a third option of abstention can also be used as a means of expressing dissatisfaction, or lack of support, to a Board on a particular issue. Additionally, in the event of a conflict of interest arising between IP and its clients over a specific issue, IP will either abstain or seek instruction from each client. IP will exercise actively the voting rights represented by the shares it manages on behalf of its investors. E-15 Note: Share Blocking Generally, IP will not vote where this results in shares being blocked from trading for a period of more than a few hours. IP considers that it is not in the interest of clients that their shares are blocked at a potentially sensitive time, such as that around a shareholder meeting. 3. VOTING PROCEDURES IP will endeavour to keep under regular review with trustees, depositaries and custodians the practical arrangements for circulating company resolutions and notices of meetings and for exercising votes in accordance with standing or special instructions. IP will endeavour to review regularly any standing or special instructions on voting and where possible, discuss with company representatives any significant issues. IP will take into account the implications of stock lending arrangements where this is relevant (that is, when stock is lent to the extent permitted by local regulations, the voting rights attaching to that stock pass to the borrower). If a stock is on loan and therefore cannot be voted, it will not necessarily be recalled in instances where we would vote with management. Individual IP Fund Managers enter securities lending arrangements at their own discretion and where they believe it is for the potential benefit of their investors. 4. DIALOGUE WITH COMPANIES IP will endeavour, where practicable in accordance with its investment processes, to enter into a dialogue with companies based on the mutual understanding of objectives. This dialogue is likely to include regular meetings with company representatives to explore any concerns about corporate governance where these may impact on the best interests of clients. In discussion with Company Boards and senior non-Executive Directors, IP will endeavour to cover any matters with particular relevance to shareholder value. Specifically when considering resolutions put to shareholders, IP will pay attention to the companies' compliance with the relevant local requirements. In addition, when analysing the company's prospects for future profitability and hence returns to shareholders, IP will take many variables into account, including but not limited to, the following: - Nomination and audit committees - Remuneration committee and directors' remuneration - Board balance and structure - Financial reporting principles - Internal control system and annual review of its effectiveness - Dividend and Capital Management policies 5. NON-ROUTINE RESOLUTIONS AND OTHER TOPICS These will be considered on a case-by-case basis and where proposals are put to the vote will require proper explanation and justification by (in most instances) the Board. Examples of such would be all SRI issues (i.e. those with social, environmental or ethical connotations), political donations, and any proposal raised by a shareholder or body of shareholders (typically a pressure group). Apart from the three fundamental voting objectives set out under `Responsible Voting' above, considerations that IP might apply to non-routine proposals will include: i) The degree to which the company's stated position on the issue could affect its reputation and/or sales, or leave it vulnerable to boycott or selective purchasing E-16 ii) What other companies have done in response to the issue iii) Whether implementation would achieve the objectives sought in the proposal iv) Whether the matter is best left to the Board's discretion. 6. EVALUATION OF COMPANIES' CORPORATE GOVERNANCE ARRANGEMENTS IP will, when evaluating companies' governance arrangements, particularly those relating to board structure and composition, give due weight to all relevant factors drawn to their attention. 7. DISCLOSURE On request from clients, IP will in good faith provide records of voting instructions given to third parties such as trustees, depositaries and custodians provided that (i) in IP's discretion, to do so does not conflict with the best interests of other clients and (ii) it is understood that IP will not be held accountable for the expression of views within such voting instructions and (iii) IP are not giving any assurance nor undertaking any obligation to ensure that such instructions resulted in any votes actually being cast. Records of voting instructions within the immediate preceding 3 months will not normally be provided. Note: The record of votes will reflect the voting instruction of the relevant Fund Manager. This may not be the same as votes actually cast as IP is entirely reliant on third parties complying promptly with such instructions to ensure that such votes are cast correctly. Accordingly, the provision of information relating to an instruction does not mean that a vote was actually cast, just that an instruction was given in accordance with a particular view taken. E-17 APPENDIX I VOTING ON NON-UK/EUROPEAN SHARES When deciding whether to exercise the voting rights attached to its clients' non-UK/European shares, IP will take into consideration a number of factors. These will include: - the likely impact of voting on management activity, versus the cost to the client - the portfolio management restrictions (e.g. share blocking) that may result from voting - the preferences, where expressed, of clients Generally, IP will vote on non-UK/European shares by exception only, except where the client or local regulator expressly requires voting on all shares. SHARE BLOCKING Generally, IP will not vote where this results in shares being blocked from trading for a period of more than a few hours. IP considers that it is not in the interest of clients that their shares are blocked at a potentially sensitive time, such as that around a shareholder meeting. E-18 PROXY POLICY APPLIES TO THE FOLLOWING: Invesco Asset Management (Japan) Limited (Quick Translation) INTERNAL RULES ON PROXY VOTING EXECUTION (PURPOSE) ARTICLE 1 INVESCO Asset Management (Japan) Limited (referred to as "INVESCO" thereafter)] assumes a fiduciary responsibility to vote proxies in the best interest of its trustors and beneficiaries. In addition, INVESCO acknowledges its responsibility as a fiduciary to vote proxies prudently and solely for the purpose of maximizing the economic values of trustors (investors) and beneficiaries. So that it may fulfill these fiduciary responsibilities to trustors (investors) and beneficiaries , INVESCO has adopted and implemented these internal rules reasonably designed to ensure that the business operations of the company to invest are appropriately conducted in the best interest of shareholders and are always monitored by the shareholders. (PROXY VOTING POLICY) ARTICLE 2 INVESCO exercises the voting right in the best interest of its trustors and beneficiaries not in the interests of the third parties. The interests of trustors and beneficiaries are defined as the increase of the value of the enterprise or the expansion of the economic value of the shareholders or to protect these values from the impairment. (VOTING EXERCISE STRUCTURE) ARTICLE 3 Please refer to the Article 2 of Proxy Voting basic Policy as per attached. (PROXY VOTING GUIDELINES) ARTICLE 4 Please refer to Proxy Voting Guidelines (Attachment 2). E-19 (PROXY VOTING PROCESS) ARTICLE 5 1. DOMESTIC EQUITIES (1) Notification on the shareholder meeting will be delivered to Operations from trustee banks which will be in turn forwarded to the person in charge of equities investment. The instruction shall be handled by Operations. (2) The person in charge of equities investment scrutinizes the subjects according to the "Screening Standard" and forward them to the proxy voting committee ("Committee"). (3) In case of asking for the outside counsel, to forward our proxy voting guidelines("Guidelines") to them beforehand and obtain their advice (4) In either case of b. or c., the person in charge shall make proposal to the committee to ask for their "For", "Against", "Abstention", etc. (5) The committee scrutinizes the respective subjects and approves/disapproves with the quorum of two thirds according to the Guidelines. (6) In case where as to the subject which the Committee judges as inappropriate according to the Guidelines and/or the subject which cannot obtain the quorum, the Committee will be held again to discuss the subject. 2. FOREIGN EQUITIES (1) As to the voting exercise of the foreign equities, we shall consider the manners and customs of the foreign countries as well as the costs. (2) As to the voting process, the above process of the domestic equities shall be accordingly adjusted and applied. (DISCLOSURE OF INFORMATION) ARTICLE 6 In case of the request from the customers, we can disclose the content. (VOTING RECORD) ARTICLE 7 - The Committee preserves the record of Attachment 1 for one year. - The administration office is the Investment Division which shall preserve all the related documents of this voting process. - Operations which handle the instruction shall preserve the instruction documents for 10 years after the termination of the ITM funds or the termination of the investment advisory contracts. Article 8 and addendum are omitted. E-20 Proxy Voting Basic Policy 1. Basic Thought on Proxy Voting - INVESCO makes efforts to maximize the entrusted assets in terms of fiduciary duties in investing the funds entrusted by the trustors (investors) and the beneficiaries. - For the purpose of maximizing the invested assets and the value of the equities, INVESCO always monitors the invested companies to operate appropriately as a shareholder in the best interests of the shareholders. - From the above point of view, INVESCO has adopted and implemented this Proxy Voting Basic Policy and Proxy Voting Policy and Procedure to fulfill the proxy voting rights properly. - In exercising the proxy voting rights, INVESCO fulfills the voting rights in the benefits of the trustors (investors) and the beneficiaries not in the benefits of the third parties. 2. Voting Process and Structure - INVESCO establishes the Proxy Voting Committee (referred to as "Committee" thereafter) which executes the proxy voting rights. - The Committee is composed of the chairman who is designated by Japanese Management Committee (referred to as "J-Mac" thereafter) and the members appointed by the chairman. Persons in charge of Investment Division and Legal & Compliance Division shall be mandatory members. - The Committee has been delegated the judgment power to execute the voting right from the J-Mac. - The Committee has worked out the subjects according to the pre-determined "Screening Standard" in terms of benefits of the shareholders and executes the voting rights based on the "Proxy Voting Guidelines". - The Committee is occasionally taken the advice from the outside parties according to the "Proxy Voting Guidelines". The Committee is held on a monthly basis and the result of the voting execution is to be reported to J-Mac on a monthly basis at least. 3. Screening Standard For the purpose of efficient voting execution, INVESCO implements the following screening criteria. The companies fallen under this screening criteria shall be scrutinized according to "Voting Guidelines". (1) Quantitative Standard 1) Low profit margin of operational income and recurrent income for certain periods 2) Negative Net Assets/Insolvency 3) Extremely High Dividend Ratios or Low Dividend Ratios (2) Qualitative Standard 1) In breach of the substantial laws or anti-social activities for the past one year 2) Impairment of the interests of the shareholders for the past one year (3) Others 1) External Auditor's Audit Report with the limited auditor's opinion 2) Shareholders' proposals 4. Proxy Voting Guidelines (1) General Subjects 1) Any violation of laws and anti-social activities ? 2) Inappropriate disclosure which impairs the interests of shareholders ? 3) Enough Business Improvement Efforts ? (2) Subjects on Financial Statements Any reasonable reasons for Interest Appropriation/Loss Disposal ? (3) Amendments to Articles of Incorporations, etc Any possibility of the limitation to the shareholder's rights ? (4) Directors/Statutory Auditors E-21 Appointment of the unqualified person, or inappropriate amount of payment/gifts to the unqualified person ? (5) Capital Policy/Business Policy Unreasonable policy in terms of maximization of the shareholders' interests ? (6) Others 1) Shareholder's Proposals Contribution to the increase of the shareholders' economic interests ? 2) Appointment of Auditor Any problem of independency ? E-22 Voting Screening Criteria & Decision Making Documents (Attachment 1)
Company Name [_] Year Month ---------------- ---- -----
Screening Criteria [_] Quantitative Criteria [_] consolidated or [_] single [_] [_]
Yes No --- --- Consecutive unprofitable settlements for the past 3 years Consecutive Non dividend payments for the past 3 years Operational loss for the most recent fiscal year Negative net assets for the most recent fiscal year Less than 10% or more than 100% of the dividend ratios for the most recent fiscal year Screening Criteria/Qualitative Criteria
Yes No --- --- Substantial breach of the laws/anti-social activities for the past one year If Yes, describe the content of the breach of the law/anti-social activities [_] Others, especially, any impairment of the value of the shareholders for the past one year If Yes, describe the content of the impairment of the value of shareholders:
Others
Yes No --- -- External Auditor's report with the limited auditor's opinion Shareholder's proposal
Person in charge of equities investment Initial Signature - If all Nos (ARROW) No objection to the agenda of the shareholders' meeting - If one or more Yes (ARROW)(Person in charge of equities investment shall fill Out the blanks below and forward to the Committee) Proposal on Voting Execution Reason for judgment Chairman For Against Initial Signature Member For Against Initial Signature Member For Against Initial Signature Member For Against Initial Signature Member For Against Initial Signature Member For Against Initial Signature (Attachment 2)
Proxy Voting Guidelines 1. PURPORT OF GUIDELINES Pursuant to Article 2 of Proxy Voting Policy and Procedure, INVESCO has adopted and E-23 implemented the following guidelines and hereby scrutinizes and decides the subjects one by one in light of the guidelines. 2. GUIDELINES (1) General Subjects 1) Any violation of laws and anti-social activities ? - To scrutinize and judge respectively the substantial impact over the company's business operations by the above subjects or the impairment of the shareholders' economic value. 2) Inappropriate disclosure which impairs the interests of shareholders ? - To scrutinize and judge respectively the potential impairment of the shareholder's economic value. 3) Enough Business Improvement Efforts ? - Although the continuous extremely unprofitable and the extremely bad performance, the management is in short of business improvement efforts. To scrutinize and judge respectively the cases. (2) Subjects on Financial Statements 1) Interest Appropriation Plan (1) Interest Appropriation Plan (Dividends) - To basically approve unless the extremely overpayment or minimum payment of the dividends (2) Interest Appropriation Plan (Bonus payment to corporate officers) - To basically agree but in case where the extremely unprofitable, for example, the consecutive unprofitable and no dividend payments or it is apparent of the impairment of the shareholder's value, to request to decrease the amount or no bonus payment. (3) To basically disagree to the interest appropriation plan if no dividend payments but to pay the bonus to the corporate officers without prior assessment. 2) Loss Disposal Plan To scrutinize and judge respectively (3) Amendments to Articles of Incorporation, etc. 1. Company Name Change/Address Change, etc. 2. Change of Purpose/Method of Public Announcement 3. Change of Business Operations, etc. 4. Change of Stipulations on Shareholders/Shareholders Meeting 5. Change of Stipulations on Directors/Board of Directors/Statutory Auditors - To basically approve however, in case of the possibility of the limitation to the shareholders' rights, to judge respectively (4) Subjects on Corporate Organization 1) Composition of Board of Directors Meeting, etc - To basically approve the introduction of "Committee Installation Company "or "Substantial Asset Control Institution" - To basically approve the introduction of the corporate officer institution. Provided, however, that in case where all directors are concurrent with those committee members and the institutions, to basically disagree. In case of the above introduction, to basically disapprove to the decrease of the board members or adjustment of the remuneration. 2) Appointment of Directors - To basically disagree in case where the increase of the board members which is deemed to be overstaffed and no explanatory comments on the increase. In case of 21 or more board members, to respectively judge. - To basically disagree the re-appointment of the existing directors in case where the consecutive unprofitable settlements for the past 3 years and the consecutive 3 year no dividend payments, or the consecutive decrease in the net profits for the past 5 years. - To basically disagree the re-appointment of the existing directors in case where the scandal of the breach of the laws and the anti-social activities occurred and caused the substantial impact over the business operations during his/her assignment. E-24 3) Appointment of Outside Directors - To basically agree after the confirmation of its independency based on the information obtained from the possible data sources. - To basically disagree the decrease in number. - To basically disagree the job concurrence of the competitors' CEO, COO,CFO or concurrence of the outside directors of 4 or more companies. - To basically disagree in case of no-independence of the company - To basically disagree the extension of the board of directors' term. 4) Appointment of Statutory Auditors - To basically disagree the appointment of the candidate who is appointed as a director and a statutory auditor by turns. - To basically disagree the re-appointment of the existing directors in case where the scandal of the breach of the laws and the anti-social activities occurred and caused the substantial impact over the business operations during his/her assignment. 5) Appointment of Outside Statutory Auditors - To basically disagree in case where the outside statutory auditor is not actually the outside auditor (the officer or employee of the parent company, etc.) - To basically disagree in case where the reason of the decrease in the number is not clearly described. - To basically agree in case where the introduction of the "Statutory Auditor Appointment Committee" which includes plural outside statutory auditors. (5) Officer Remuneration/officer Retirement Allowances 1) Officer Remuneration - To basically disagree the amendment of the officer remuneration (unless the decrease in amount or no payment) in case where the consecutive unprofitable settlements for the past 3 years and the consecutive 3 year no dividend payments, or the consecutive decrease in the net profits for the past 5 years. - To basically disagree and scrutinize respectively in case where no sufficient explanation of the substantial increase (10% or more per head), or no decrease of the remuneration amount if the number of the officers decrease. 2) Officer Retirement Allowance - To basically approve - To basically disapprove in case where the payment of the allowance to the outside statutory auditors and the outside directors. - To basically disapprove in case where the officer resigned or retired during his/her assignment due to the scandal of the breach of the laws and the anti-social activities. - To basically disagree in case where the consecutive unprofitable settlements for the past 3 years and the consecutive 3 year no dividend payments, or the consecutive decrease in the net profits for the past 5 years. (2) Capital Policy/Business Policy 1) Acquisition of Own shares - To basically approve - To basically approve the disposition of the own sharers if the disposition ratio of less than 10% of the total issued shares and the shareholders' equities. In case of 10% or more, to respectively scrutinize. 2) Capital Reduction - To basically disagree in case where the future growth of the business might be substantially decreased. 3) Increase of the authorized capital To basically disagree in case of the substantial increase of the authorized capital taking into consideration the dilution of the voting right (10% or more) and incentive. 4) Granting of the stock options to Directors, Statutory Auditors and Employees - To basically approve E-25 - To basically disagree in case where the substantial dilution of the value of the stocks (the potential dilution ration is to increase 5% of the total issued stock number) will occur and accordingly decrease of the shareholders' interests. - To basically disagree in case where the exercise price is deviated by 10% or more from the market value as of the fiscal year-end - To basically disagree the decrease of the exercise price (re-pricing) - To basically disagree in case where the exercise term remains less than 1 year. - To basically disagree in case the scope of the option granted objectives (transaction countereparties) is not so closely connected with the better performance. 5) Mergers and Acquisitions - To basically disagree in case where the terms and conditions are not advantageous and there is no assessment base by the thirdparty. - To basically disagree in case where the content of the mergers and acquisitions can not be deemed to be reasonable in comparison with the business strategy. 6) Business Transfer/Acceptance To basically disagree in case where the content of the mergers and acquisitions can not be deemed to be reasonable and extremely unprofitable in comparison with the business strategy. 7) Capital Increase by the allocation to the thirdparties - To basically analyze on a case by case basis - Provided, however, that to basically approve in case where the companies under the financial difficulties executes as the restructuring of the business. (7) Others 1) Appointment of Accountant - To basically approve - To basically disapprove on suspicion of its independency. - To scrutinize the subjects in case where the decline of the re-appointment due to the conflict of the audit policy. 2) Shareholders' proposal To basically analyze on a case by case basis The basic judgment criterion is the contribution to the increase of the shareholders' value. However, to basically disapprove in case where to maneuver as a method to resolve the specific social and political problems. E-26 Proxy policy applies to the following: INVESCO AUSTRALIA LIMITED PROXY VOTING POLICY 1. Purpose of this Policy INVESCO recognises its fiduciary obligation to act in the best interests of all clients, be they superannuation trustees, institutional clients, unit-holders in managed investment schemes or personal investors. One way INVESCO represents its clients in matters of corporate governance is through the proxy voting process. This document sets out INVESCO's policy in relation to proxy voting. It has been approved by the INVESCO Australia Limited Board. 2. Scope This policy applies to all INVESCO portfolios with the following exceptions: - "index" or "index like" funds where, due to the nature of the funds, INVESCO will generally abstain from voting; - private client or discrete wholesale mandates, where the voting policy has been agreed within the mandate; - where investment management of an international fund has been delegated to an overseas AMVESCAP or INVESCO company, proxy voting will rest with that delegated manager. 3. Policy In accordance with industry practices and the IFSA standard on proxy voting, our policy is as follows: - INVESCO's overriding principle is that votes will be cast in the best economic interests of investors. - INVESCO's intention is to vote on all Australian Company shareholder resolutions however it recognises that in some circumstances it would be inappropriate to vote, or its vote may be immaterial. INVESCO will generally abstain from voting on "routine" company resolutions (eg approval of financial accounts or housekeeping amendments to Articles of Association or Constitution) unless its clients' portfolios in aggregate represent a significant proportion of the shareholdings of the company in question (a significant proportion in this context means 5% or more of the market capitalisation of the company). - INVESCO will always vote on the following issues arising in company Annual General Meetings where it has the authority to do so on behalf of clients. - contentious issues (eg. issues of perceived national interest, or where there has been extensive press coverage or public comment); - employee and executive share and option schemes; - approval of changes of substantial shareholdings; - mergers or schemes of arrangement; and - approval of major asset sales or purchases. - Management agreements or mandates for individually-managed clients will provide direction as to who has responsibility for voting. - In the case of existing management agreements which do not contain a provision concerning voting authority or are ambiguous on the subject, INVESCO will not vote until clear instructions have been received from the client. - In the case of clients who wish to place special conditions on the delegation of proxy voting powers, INVESCO will endeavour to accommodate those clients' requirements as far as E-27 practicable, subject to any administrative obstacles or additional costs that might arise in implementing the conditions. - In considering proxy voting issues arising in respect of unit-holders in managed investment schemes, INVESCO will act solely in accordance with its fiduciary responsibility to take account of the collective interests of unit-holders in the scheme as a whole. INVESCO cannot accept instructions from individual unit-holders as to the exercise of proxy voting authority in a particular instance. - In order to facilitate its proxy voting process, INVESCO may retain a professional proxy voting service to assist with in-depth proxy research, vote execution, and the necessary record keeping. 4. Reporting and Disclosure A written record will be kept of the voting decision in each case, and of the reasons for each decision (including abstentions). INVESCO will disclose on an annual basis, a summary of its proxy voting statistics on its website as required by IFSA standard No. 13 - Proxy Voting. 5. Conflicts of Interest All INVESCO employees are under an obligation to be aware of the potential for conflicts of interest with respect to voting proxies on behalf of clients. INVESCO acknowledges that conflicts of interest do arise and where a conflict of interest is considered material, INVESCO will not vote until a resolution has been agreed upon and implemented. E-28 PROXY POLICY APPLIES TO THE FOLLOWING: INVESCO HONG KONG LIMITED INVESCO HONG KONG LIMITED PROXY VOTING POLICY 8 APRIL 2004 E-29 TABLE OF CONTENTS Introduction 2 1. Guiding Principles 3 2. Proxy Voting Authority 4 3. Key Proxy Voting Issues 7 4. Internal Admistration and Decision-Making Process 10 5. Client Reporting 12
E-30 INTRODUCTION This policy sets out Invesco's approach to proxy voting in the context of our broader portfolio management and client service responsibilities. It applies to Asia related equity portfolios managed by Invesco on behalf of individually-managed clients and pooled fund clients Invesco's proxy voting policy is expected to evolve over time to cater for changing circumstances or unforeseen events. E-31 1. GUIDING PRINCIPLES 1.1 Invesco recognises its fiduciary obligation to act in the best interests of all clients, be they retirement scheme trustees, institutional clients, unitholders in pooled investment vehicles or personal investors. The application of due care and skill in exercising shareholder responsibilities is a key aspect of this fiduciary obligation. 1.2 The sole objective of Invesco's proxy voting policy is to promote the economic interests of its clients. At no time will Invesco use the shareholding powers exercised in respect of its clients' investments to advance its own commercial interests, to pursue a social or political cause that is unrelated to clients' economic interests, or to favour a particular client or other relationship to the detriment of others. 1.3 Invesco also recognises the broader chain of accountability that exists in the proper governance of corporations, and the extent and limitations of the shareholder's role in that process. In particular, it is recognised that company management should ordinarily be presumed to be best placed to conduct the commercial affairs of the enterprise concerned, with prime accountability to the enterprise's Board of Directors which is in turn accountable to shareholders and to external regulators and exchanges. The involvement of Invesco as an institutional shareholder will not extend to interference in the proper exercise of Board or management responsibilities, or impede the ability of companies to take the calculated commercial risks which are essential means of adding value for shareholders. 1.4 The primary aim of the policy is to encourage a culture of performance among investee companies, rather than one of mere conformance with a prescriptive set of rules and constraints. Rigid adherence to a checklist approach to corporate governance issues is of itself unlikely to promote the maximum economic performance of companies, or to cater for circumstances in which non-compliance with a checklist is appropriate or unavoidable. 1.5 Invesco considers that proxy voting rights are an asset which should be managed with the same care as any other asset managed on behalf of its clients. E-32 2. PROXY VOTING AUTHORITY 2.1 An important dimension of Invesco's approach to corporate governance is the exercise of proxy voting authority at the Annual General Meetings or other decision-making forums of companies in which we manage investments on behalf of clients. 2.2 An initial issue to consider in framing a proxy voting policy is the question of where discretion to exercise voting power should rest - with Invesco as the investment manager, or with each individual client? Under the first alternative, Invesco's role would be both to make voting decisions on clients' behalf and to implement those decisions. Under the second alternative, Invesco would either have no role to play, or its role would be limited solely to implementing voting decisions under instructions from our clients. 2.3 In addressing this issue, it is necessary to distinguish the different legal structures and fiduciary relationships which exist as between individually-managed clients, who hold investments directly on their own accounts, and pooled fund clients, whose investments are held indirectly under a trust structure. 2.4 INDIVIDUALLY-MANAGED CLIENTS 2.4.1 As a matter of general policy, Invesco believes that unless a client's mandate gives specific instructions to the contrary, discretion to exercise votes should normally rest with the investment manager, provided that the discretion is always exercised in the client's interests alone. 2.4.2 The reason for this position is that Invesco believes that, with its dedicated research resources and ongoing monitoring of companies, an investment manager is usually better placed to identify issues upon which a vote is necessary or desirable. We believe it is also more practical that voting discretion rests with the party that has the authority to buy and sell shares, which is essentially what investment managers have been engaged to do on behalf of their clients. 2.4.3 In cases where voting authority is delegated by an individually-managed client, Invesco recognises its responsibility to be accountable for the decisions it makes. If a client requires, an appropriate reporting mechanism will be put in place. 2.4.4 While it is envisaged that the above arrangements will be acceptable in the majority of cases, it is recognised that some individually-managed clients will wish to retain voting authority for themselves, or to place conditions on the circumstances in which it can be exercised by investment managers. In practice, it is believed that this option is generally only likely to arise with relatively large clients such as trustees of major superannuation funds or statutory corporations which have the resources to develop their own policies and to supervise their implementation by investment managers and custodians. In particular, clients who have multiple equity managers and utilise a master custody arrangement may be more likely to consider retaining voting authority in order to ensure consistency of approach across their total portfolio. 2.4.5 In any event, whatever decision is taken as to where voting authority should lie, Invesco believes that the matter should be explicitly covered by the terms of the investment management agreement and clearly understood by the respective parties. 2.4.6 Accordingly, Invesco will pursue the following policies with respect to the exercise of proxy voting authority for individually-managed clients: E-33 PROXY VOTING AUTHORITY Individually-Managed Clients Unless an individually-managed client wishes to retain proxy voting authority, Invesco will assume proxy voting authority by way of delegation from the client, provided that the allocation of proxy voting responsibility is clearly set out in the investment management agreement. In the case of clients who wish to place special conditions on the delegation of proxy voting powers, Invesco will endeavour to accommodate those clients' requirements as far as practicable, subject to any administrative obstacles or additional costs that might arise in implementing the conditions. 2.5 POOLED FUND CLIENTS 2.5.1 The legal relationship between an investment manager and its pooled fund clients is different in a number of important respects from that applying to individually-managed clients. These differences have a bearing on how proxy voting authority is exercised on behalf of pooled fund clients. 2.5.2 These legal relationships essentially mean that the manager is required to act solely in the collective interests of unitholders at large rather than as a direct agent or delegate of each unitholder. On the issue of proxy voting, as with all other aspects of our client relationships, Invesco will naturally continue to be receptive to any views and concerns raised by its pooled fund clients. However, the legal relationship that exists means it is not possible for the manager to accept instructions from a particular pooled fund client as to how to exercise proxy voting authority in a particular instance. 2.5.3 As in the case of individually-managed clients who delegate their proxy voting authority, Invesco's accountability to pooled fund clients in exercising its fiduciary responsibilities is best addressed as part of the manager's broader client relationship and reporting responsibilities. 2.5.4 Accordingly, Invesco will pursue the following policies with respect to the exercise of proxy voting authority for pooled fund clients: PROXY VOTING AUTHORITY Pooled Fund Clients In considering proxy voting issues arising in respect of pooled fund shareholdings, Invesco will act solely in accordance with its fiduciary responsibility to take account of the collective interests of unitholders in the pooled fund as a whole. Invesco cannot accept instructions from individual unitholders as to the exercise of proxy voting authority in a particular instance. E-34 3. KEY PROXY VOTING ISSUES 3.1 This section outlines Invesco's intended approach in cases where proxy voting authority is being exercised on clients' behalf. 3.2 Invesco will vote on all material issues at all company meetings where it has the voting authority and responsibility to do so. We will not announce our voting intentions and the reasons behind them. 3.3 Invesco applies two underlying principles. First, our interpretation of 'material voting issues' is confined to those issues which affect the value of shares we hold on behalf of clients and the rights of shareholders to an equal voice in influencing the affairs of companies in proportion to their shareholdings. We do not consider it appropriate to use shareholder powers for reasons other than the pursuit of these economic interests. Second, we believe that a critical factor in the development of an optimal corporate governance policy is the need to avoid unduly diverting resources from our primary responsibilities to add value to our clients' portfolios through investment performance and client service. 3.4 In order to expand upon these principles, Invesco believes it is necessary to consider the role of proxy voting policy in the context of broader portfolio management and administrative issues which apply to our investment management business as a whole. These are discussed as follows. 3.5 PORTFOLIO MANAGEMENT ISSUES - ACTIVE EQUITY PORTFOLIOS 3.5.1 While recognising in general terms that issues concerning corporate governance practices can have a significant bearing on the financial performance of companies, the primary criterion for the selection and retention of a particular stock in active equity portfolios remains our judgment that the stock will deliver superior investment performance for our clients, based on our investment themes and market analysis. 3.5.2 In view of these dynamics, Invesco does not consider it feasible or desirable to prescribe in advance comprehensive guidelines as to how it will exercise proxy voting authority in all circumstances. The primary aim of Invesco's approach to corporate governance is to encourage a culture of performance among the companies in which we manage investments in order to add value to our clients' portfolios, rather than one of mere conformance with a prescriptive set of rules and constraints. 3.5.3 Nevertheless, Invesco has identified a limited range of issues upon which it will always exercise proxy voting authority - either to register disapproval of management proposals or to demonstrate support for company initiatives through positive use of voting powers. These issues are outlined as follows: KEY VOTING ISSUES Major Corporate Proposals Invesco will always vote on the following issues arising in company General Meetings where it has the authority to do so on behalf of clients. - contentious issues (eg. issues of perceived national interest, or where there has been extensive press coverage or public comment); - approval of changes of substantial shareholdings; - mergers or schemes of arrangement; and - approval of major asset sales or purchases. E-35 As a general rule, Invesco will vote against any actions that will reduce the rights or options of shareholders, reduce shareholder influence over the board of directors and management, reduce the alignment of interests between management and shareholders, or reduce the value of shareholders' investments, unless balanced by reasonable increase in net worth of the shareholding. Where appropriate, Invesco will also use voting powers to influence companies to adopt generally accepted best corporate governance practices in areas such as board composition, disclosure policies and the other areas of recommended corporate governance practice. Invesco's approach to significant proxy voting issues which fall outside these areas will be addressed on their merits. 3.6 ADMINISTRATIVE ISSUES 3.6.1 In addition to the portfolio management issues outlined above, Invesco's proxy voting policy also takes account of administrative and cost implications, together with the size of our holdings as compared to the issue size, involved in the exercise of proxy voting authority on our clients' behalf. 3.6.2 There are practical constraints to the implementation of proxy voting decisions. Proxy voting is a highly seasonal activity, with most company Annual General Meetings being collapsed into a few months, with short deadlines for the distribution and return of notice papers, multiple resolutions from multiple companies being considered simultaneously, and under a legal system which is essentially dependent upon paper-based communication and record-keeping. 3.6.3 In addition, for investment managers such as Invesco who do not invest as principals and who consequently do not appear directly on the share registers of companies, all of these communications are channelled through external custodians, among whom there is in turn a considerable variation in the nature and quality of systems to deal with the flow of information. 3.6.4 While Invesco has the systems in place to efficiently implement proxy voting decisions when required, it can be seen that administrative and cost considerations by necessity play an important role in the application of a responsible proxy voting policy. This is particularly so bearing in mind the extremely limited time period within which voting decisions must often be made and implemented (which can in practice be as little as a few days). This factor also explains why Invesco resists any suggestion that there should be compulsory proxy voting on all issues, as in our view this would only increase the costs to be borne by our clients with very little practical improvement in corporate performance in most cases. 3.6.5 These administrative constraints are further highlighted by the fact that many issues on which shareholders are in practice asked to vote are routine matters relating to the ongoing administration of the company - eg. approval of financial accounts or housekeeping amendments to Articles of Association. Generally in such cases, we will be in favour of the motion as most companies take seriously their duties and are acting in the best interests of shareholders. However, the actual casting of a "yes" vote on all such resolutions in our view would entail an unreasonable administrative workload and cost. 3.6.6 Accordingly, Invesco believes that an important consideration in the framing of a proxy voting policy is the need to avoid unduly diverting resources from our primary responsibilities to add E-36 value to our clients' investments through portfolio management and client service. The policies outlined below have been prepared on this basis. KEY PROXY VOTING ISSUES Administrative Constraints In view of the administrative constraints and costs involved in the exercise of proxy voting powers, Invesco may (depending on circumstances) not exercise its voting right unless its clients' portfolios in aggregate represent a significant proportion of the shareholdings of the company in question. A significant proportion in this context means 5% or more of the market capitalisation of the company. E-37 4. INTERNAL ADMINISTRATION & DECISION-MAKING PROCESS 4.1 The following diagram illustrates the procedures adopted by Invesco for the administration of proxy voting: (FLOW CHART) 4.2 As shown by the diagram, a central administrative role is performed by our Settlement Team, located within the Client Administration section. The initial role of the Settlement Team is to receive company notice papers via the range of custodians who hold shares on behalf of our clients, to ascertain which client portfolios hold the stock, and to initiate the decision-making process by distributing the company notice papers to the Primary Investment Manager responsible for the company in question. 4.3 A voting decision on each company resolution (whether a yes or no vote, or a recommended abstention) is made by the Primary Investment Manager responsible for the company in question. Invesco believes that this approach is preferable to the appointment of a committee with responsibility for handling voting issues across all companies, as it takes advantage of the expertise of individuals whose professional lives are occupied by analysing particular companies and sectors, and who are familiar with the issues facing particular companies through their regular company visits. 4.4 Moreover, the Primary Equity Manager has overall responsibility for the relevant market and this ensures that similar issues which arise in different companies are handled in a consistent way across the relevant market. 4.5 The voting decision is then documented and passed back to the Settlement Team, who issue the voting instructions to each custodian in advance of the closing date for receipt of proxies by the company. At the same time, the Settlement Team logs all proxy voting activities for record keeping or client reporting purposes. 4.6 A key task in administering the overall process is the capture and dissemination of data from companies and custodians within a time frame that makes exercising votes feasible in practice. This applies particularly during the company Annual General Meeting "season", when there are typically a large number of proxy voting issues under consideration E-38 simultaneously. Invesco has no control over the former dependency and Invesco's ability to influence a custodian's service levels are limited in the case of individually-managed clients, where the custodian is answerable to the client. 4.7 The following policy commitments are implicit in these administrative and decision-making processes: INTERNAL ADMINISTRATION AND DECISION-MAKING PROCESS Invesco will consider all resolutions put forward in the Annual General Meetings or other decision-making forums of all companies in which investments are held on behalf of clients, where it has the authority to exercise voting powers. This consideration will occur in the context of our policy on Key Voting Issues outlined in Section 3. The voting decision will be made by the Primary Investment Manager responsible for the market in question. A written record will be kept of the voting decision in each case, and in case of an opposing vote, the reason/comment for the decision. Voting instructions will be issued to custodians as far as practicable in advance of the deadline for receipt of proxies by the company. Invesco will monitor the efficiency with which custodians implement voting instructions on clients' behalf. Invesco's ability to exercise proxy voting authority is dependent on timely receipt of notification from the relevant custodians. E-39 5. CLIENT REPORTING 5.1 Invesco will keep records of its proxy voting activities. 5.2 Upon client request, Invesco will regularly report back to the client on proxy voting activities for investments owned by the client. 5.2 The following points summarise Invesco's policy commitments on the reporting of proxy voting activities to clients (other than in cases where specific forms of client reporting are specified in the client's mandate): CLIENT REPORTING Where proxy voting authority is being exercised on a client's behalf, a statistical summary of voting activity will be provided on request as part of the client's regular quarterly report. Invesco will provide more detailed information on particular proxy voting issues in response to requests from clients wherever possible. E-40 Proxy policy applies to the following: INVESCO INSTITUTIONAL (N.A.), INC. INVESCO GLOBAL ASSET MANAGEMENT (N.A.), INC. INVESCO SENIOR SECURED MANAGEMENT, INC. (INVESCO LOGO) PROXY VOTING POLICIES AND PROCEDURES April 1, 2006 E-41 GENERAL POLICY INVESCO Institutional (N.A.), Inc. and its wholly-owned subsidiaries, and INVESCO Global Asset Management (N.A.), Inc. (collectively, "INVESCO"), each has responsibility for making investment decisions that are in the best interests of its clients. As part of the investment management services it provides to clients, INVESCO may be authorized by clients to vote proxies appurtenant to the shares for which the clients are beneficial owners. INVESCO believes that it has a duty to manage clients' assets in the best economic interests of the clients and that the ability to vote proxies is a client asset. INVESCO reserves the right to amend its proxy policies and procedures from time to time without prior notice to its clients. PROXY VOTING POLICIES VOTING OF PROXIES INVESCO will vote client proxies in accordance with the procedures set forth below unless the client for non-ERISA clients retains in writing the right to vote, the named fiduciary (e.g., the plan sponsor) for ERISA clients retains in writing the right to direct the plan trustee or a third party to vote proxies or INVESCO determines that any benefit the client might gain from voting a proxy would be outweighed by the costs associated therewith. BEST ECONOMIC INTERESTS OF CLIENTS In voting proxies, INVESCO will take into consideration those factors that may affect the value of the security and will vote proxies in a manner in which, in its opinion, is in the best economic interests of clients. INVESCO endeavors to resolve any conflicts of interest exclusively in the best economic interests of clients. ISS SERVICES INVESCO has contracted with Institutional Shareholder Services ("ISS"), an independent third party service provider, to vote INVESCO's clients' proxies according to ISS's proxy voting recommendations. In addition, ISS will provide proxy analyses, vote recommendations, vote execution and record-keeping services for clients for which INVESCO has proxy voting responsibility. On an annual basis, INVESCO will review information obtained from ISS to ascertain whether ISS (i) has the capacity and competency to adequately analyze proxy issues, and (ii) can make such recommendations in an impartial manner and in the best economic interest of INVESCO's clients. This may include a review of ISS' Policies, Procedures and Practices Regarding Potential Conflicts of Interests and obtaining information about the work ISS does for corporate issuers and the payments ISS receives from such issuers. Custodians forward proxy materials for clients who rely on INVESCO to vote proxies to ISS. ISS is responsible for exercising the voting rights in accordance with the ISS proxy voting guidelines. If INVESCO receives proxy materials in connection with a client's account where the client has, in writing, communicated to INVESCO that the client, plan fiduciary or other third party has reserved the right to vote proxies, INVESCO will forward to the party appointed by client any proxy materials it receives with respect to the account. In order to avoid voting proxies in circumstances where INVESCO, or any of its affiliates have or may have any conflict of interest, real or perceived, INVESCO has engaged ISS to provide the proxy analyses, vote recommendations and voting of proxies. E-42 In the event that (i) ISS recuses itself on a proxy voting matter and makes no recommendation or (ii) INVESCO decides to override the ISS vote recommendation, the Proxy Committee will review the issue and direct ISS how to vote the proxies as described below. PROXY COMMITTEE The Proxy Committee shall have seven (7) members, which shall include representatives from portfolio management, operations, and legal/compliance or other functional departments as deemed appropriate who are knowledgeable regarding the proxy process. A majority of the members of the Proxy Committee shall constitute a quorum and the Proxy Committee shall act by a majority vote. The chair of the Proxy Committee shall be chosen by the Chief Compliance Officer of INVESCO. The Proxy Committee shall keep minutes of its meetings that shall be kept with the proxy voting records of INVESCO. The Proxy Committee will appoint a Proxy Manager to manage the proxy voting process, which includes the voting of proxies and the maintenance of appropriate records. Proxy Committee meetings shall be called by the Proxy Manager when override submissions are made and in instances when ISS has recused itself from a vote recommendation. In these situations, the Proxy Committee shall meet and determine how proxies are to be voted in the best interests of clients. The Proxy Committee periodically reviews new types of corporate governance issues, evaluates proposals not addressed by the ISS proxy voting guidelines in instances when ISS has recused itself, and determines how INVESCO should vote. The Committee monitors adherence to these Procedures, industry trends and reviews the ISS proxy voting guidelines. ISS RECUSAL When ISS makes no recommendation on a proxy voting issue or is recused due to a conflict of interest, the Proxy Committee will review the issue and, if INVESCO does not have a conflict of interest, direct ISS how to vote the proxies. In such cases where INVESCO has a conflict of interest, INVESCO, in its sole discretion, shall either (a) vote the proxies pursuant to ISS's general proxy voting guidelines, (b) engage an independent third party to provide a vote recommendation, or (c) contact its client(s) for direction as to how to vote the proxies. OVERRIDE OF ISS RECOMMENDATION There may be occasions where the INVESCO investment personnel, senior officers or a member of the Proxy Committee seek to override ISS's recommendations if they believe that ISS's recommendations are not in accordance with the best economic interests of clients. In the event that an individual listed above in this section disagrees with an ISS recommendation on a particular voting issue, the individual shall document in writing the reasons that he/she believes that the ISS recommendation is not in accordance with clients' best economic interests and submit such written documentation to the Proxy Manager for consideration by the Proxy Committee. Upon review of the documentation and consultation with the individual and others as the Proxy Committee deems appropriate, the Proxy Committee may make a determination to override the ISS voting recommendation if the Committee determines that it is in the best economic interests of clients and the Committee has addressed conflict of interest issues as discussed below. PROXY COMMITTEE MEETINGS When a Proxy Committee Meeting is called, whether because of an ISS recusal or request for override of an ISS recommendation, the Proxy Committee shall review the report of the Chief Compliance Officer as to whether any INVESCO person has reported a conflict of interest. The Proxy Committee shall review the information provided to it to determine if a real or perceived conflict of interest exists and the minutes of the Proxy Committee shall: E-43 (1) describe any real or perceived conflict of interest, (2) discuss any procedure used to address such conflict of interest, (3) report any contacts from outside parties (other than routine communications from proxy solicitors), and (4) include confirmation that the recommendation as to how the proxies are to be voted is in the best economic interests of clients and was made without regard to any conflict of interest. Based on the above review and determinations, the Proxy Committee will direct ISS how to vote the proxies. CERTAIN PROXY VOTES MAY NOT BE CAST In some cases, INVESCO may determine that it is not in the best economic interests of clients to vote proxies. For example, proxy voting in certain countries outside the United States requires share blocking. Shareholders who wish to vote their proxies must deposit their shares 7 to 21 days before the date of the meeting with a designated depositary. During the blocked period, shares to be voted at the meeting cannot be sold until the meeting has taken place and the shares have been returned to the Custodian/Sub-Custodian bank. In addition, voting certain international securities may involve unusual costs to clients. In other cases, it may not be possible to vote certain proxies despite good faith efforts to do so, for instance when inadequate notice of the matter is provided. In the instance of loan securities, voting of proxies typically requires termination of the loan, so it is not usually in the best economic interests of clients to vote proxies on loaned securities. INVESCO typically will not, but reserves the right to, vote where share blocking restrictions, unusual costs or other barriers to efficient voting apply. If INVESCO does not vote, it would have made the determination that the cost of voting exceeds the expected benefit to the client. The Proxy Manager shall record the reason for any proxy not being voted, which record shall be kept with the proxy voting records of INVESCO. PROXY VOTING RECORDS Clients may obtain information about how INVESCO voted proxies on their behalf by contacting their client services representative. Alternatively, clients may make a written request for proxy voting information to: Proxy Manager, 1360 Peachtree Street, N.E., Atlanta, Georgia 30309. CONFLICTS OF INTEREST PROCEDURES TO ADDRESS CONFLICTS OF INTEREST AND IMPROPER INFLUENCE In order to avoid voting proxies in circumstances where INVESCO or any of its affiliates have or may have any conflict of interest, real or perceived, INVESCO has contracted with ISS to provide proxy analyses, vote recommendations and voting of proxies. Unless noted otherwise by ISS, each vote recommendation provided by ISS to INVESCO includes a representation from ISS that ISS faces no conflict of interest with respect to the vote. In instances where ISS has recused itself and makes no recommendation on a particular matter or if an override submission is requested, the Proxy Committee shall determine how the proxy is to be voted and instruct the Proxy Manager accordingly in which case the conflict of interest provisions discussed below shall apply. In effecting the policy of voting proxies in the best economic interests of clients, there may be occasions where the voting of such proxies may present a real or perceived conflict of interest between INVESCO, as the investment manager, and clients. E-44 For each director, officer and employee of INVESCO ("INVESCO person"), the interests of INVESCO's clients must come first, ahead of the interest of INVESCO and any person within the INVESCO organization, which includes INVESCO's affiliates. Accordingly, each INVESCO person must not put "personal benefit," whether tangible or intangible, before the interests of clients of INVESCO or otherwise take advantage of the relationship to INVESCO's clients. "Personal benefit" includes any intended benefit for oneself or any other individual, company, group or organization of any kind whatsoever, except a benefit for a client of INVESCO, as appropriate. It is imperative that each of INVESCO's directors, officers and employees avoid any situation that might compromise, or call into question, the exercise of fully independent judgment in the interests of INVESCO's clients. Occasions may arise where a person or organization involved in the proxy voting process may have a conflict of interest. A conflict of interest may also exist if INVESCO has a business relationship with (or is actively soliciting business from) either the company soliciting the proxy or a third party that has a material interest in the outcome of a proxy vote or that is actively lobbying for a particular outcome of a proxy vote. An INVESCO person (excluding members of the Proxy Committee) shall not be considered to have a conflict of interest if the INVESCO person did not know of the conflict of interest and did not attempt to influence the outcome of a proxy vote. Any individual with actual knowledge of a conflict of interest relating to a particular referral item shall disclose that conflict to the Chief Compliance Officer. The following are examples of situations where a conflict may exist: - Business Relationships - where INVESCO manages money for a company or an employee group, manages pension assets or is actively soliciting any such business, or leases office space from a company; - Personal Relationships - where a INVESCO person has a personal relationship with other proponents of proxy proposals, participants in proxy contests, corporate directors, or candidates for directorships; and - Familial Relationships - where an INVESCO person has a known familial relationship relating to a company (e.g. a spouse or other relative who serves as a director of a public company or is employed by the company). In the event that INVESCO (or an affiliate) manages assets for a company, its pension plan, or related entity or where any member of the Proxy Committee has a personal conflict of interest, and where clients' funds are invested in that company's shares, the Proxy Committee will not take into consideration this relationship and will vote proxies in that company solely in the best economic interest of its clients. It is the responsibility of the Proxy Manager and each member of the Proxy Committee to report any real or potential conflict of interest of which such individual has actual knowledge to the Chief Compliance Officer, who shall present any such information to the Proxy Committee. However, once a particular conflict has been reported to the Chief Compliance Officer, this requirement shall be deemed satisfied with respect to all individuals with knowledge of such conflict. In addition, the Proxy Manager and each member of the Proxy Committee shall certify annually as to their compliance with this policy. In addition, any INVESCO person who submits an ISS override recommendation to the Proxy Committee shall certify as to their compliance with this policy concurrently with the submission of their override recommendation. A form of such certification is attached as Appendix A hereto. In addition, members of the Proxy Committee must notify INVESCO's Chief Compliance Officer, with impunity and without fear of retribution or retaliation, of any direct, indirect or perceived improper influence made by anyone within INVESCO or by an affiliated company's representatives with regard to E-45 how INVESCO should vote proxies. The Chief Compliance Officer will investigate the allegations and will report his or her findings to the INVESCO Risk Management Committee. In the event that it is determined that improper influence was made, the Risk Management Committee will determine the appropriate action to take which may include, but is not limited to, (1) notifying the affiliated company's Chief Executive Officer, its Management Committee or Board of Directors, (2) taking remedial action, if necessary, to correct the result of any improper influence where clients have been harmed, or (3) notifying the appropriate regulatory agencies of the improper influence and to fully cooperate with these regulatory agencies as required. In all cases, the Proxy Committee shall not take into consideration the improper influence in determining how to vote proxies and will vote proxies solely in the best economic interest of clients. Furthermore, members of the Proxy Committee must advise INVESCO's Chief Compliance Officer and fellow Committee members of any real or perceived conflicts of interest he or she may have with regard to how proxies are to be voted regarding certain companies (e.g., personal security ownership in a company, or personal or business relationships with participants in proxy contests, corporate directors or candidates for corporate directorships). After reviewing such conflict, upon advice from the Chief Compliance Officer, the Committee may require such Committee member to recuse himself or herself from participating in the discussions regarding the proxy vote item and from casting a vote regarding how INVESCO should vote such proxy. ISS PROXY VOTING GUIDELINES A copy of the most recent ISS US Proxy Voting Guidelines Summary can be found on ISS's website at www.issproxy.com. From this website, click on ISS Governance Services tab, next click on "Policy Gateway", next click on "2008 Policy Information", and then click on "Download 2008 U.S. Proxy Voting Guidelines Summary." E-46 APPENDIX A ACKNOWLEDGEMENT AND CERTIFICATION I acknowledge that I have read the INVESCO Proxy Voting Policy (a copy of which has been supplied to me, which I will retain for future reference) and agree to comply in all respects with the terms and provisions thereof. I have disclosed or reported all real or potential conflicts of interest to the INVESCO Compliance Officer and will continue to do so as matters arise. I have complied with all provisions of this Policy. ---------------------------------------- Print Name ------------------------------------- ---------------------------------------- Date Signature E-47 PROXY POLICY APPLIES TO THE FOLLOWING: INVESCO TRIMARK INVESTMENT MANAGEMENT INC. PROXY VOTING Policy Number: B-6 Effective Date: May 1, 2001 Revision Date: November 6, 2006 PURPOSE AND BACKGROUND In its trusteeship and management of mutual funds, AIM Trimark acts as fiduciary to the unitholders and must act in their best interests. APPLICATION AIM Trimark will make every effort to exercise all voting rights with respect to securities held in the mutual funds that it manages in Canada or to which it provides sub-advisory services, including a Fund registered under and governed by the US Investment Company Act of 1940, as amended (the "US Funds") (collectively, the "Funds"). Proxies for the funds distributed by AIM Trimark Investments and managed by an affiliate or a third party (a "Sub-Advisor") will be voted in accordance with the Sub-Advisor's policy, unless the sub-advisory agreement provides otherwise. The portfolio managers have responsibility for exercising all proxy votes and in doing so, for acting in the best interest of the Fund. Portfolio managers must vote proxies in accordance with the Guidelines, as amended from time to time, a copy of which is attached to this policy. When a proxy is voted against management's recommendation, the portfolio manager will provide to the CIO the reasons in writing for any vote in opposition to management's recommendation. AIM Trimark may delegate to a third party the responsibility to vote proxies on behalf of all or certain Funds, in accordance with the Guidelines. RECORDS MANAGEMENT The Investment Department will endeavour to ensure that all proxies and notices are received from all issuers on a timely basis, and will maintain for all Funds - A record of all proxies received; - a record of votes cast; - a copy of the reasons for voting against management; and for the US Funds - the documents mentioned above; and - a copy of any document created by AIM Trimark that was material to making a decision how to vote proxies on behalf of a US Fund and that memorializes the basis of that decision. AIM Trimark has a dedicated Central Proxy Administrator who manages all proxy voting materials. Proxy voting circulars for all companies are received electronically through an external service provider. Circulars for North American companies and ADRs are generally also received in paper format. Once a circular is received, the Administrator verifies that all shares and Funds affected are correctly listed. The Administrator then gives a copy of the proxy summary to each affected portfolio manager and maintains a tracking list to ensure that all proxies are voted within the prescribed deadlines. Once voting information has been received from the portfolio managers, voting instructions are sent electronically to the service provider who then forwards the instructions to the appropriate proxy voting agent or transfer agent. The external service provider retains on behalf of AIM Trimark a record of the votes cast and agrees to provide AIM Trimark with a copy of proxy records promptly upon request. The service provider must make all documents available to AIM Trimark for a period of 6 years. E-48 In the event that AIM Trimark ceases to use an external service provider, all documents would be maintained and preserved in an easily accessible place i) for a period of 2 years where AIM Trimark carries on business in Canada and ii) for a period of 3 years thereafter at the same location or at any other location. REPORTING The CIO will report on proxy voting to the Fund Boards on an annual basis with respect to all funds managed in Canada or distributed by AIM Trimark Investments and managed by a Sub-Advisor. The CIO will report on proxy voting to the Board of Directors of the US Funds as required from time to time. In accordance with NI 81-106, proxy voting records for all Canadian mutual funds for years ending June 30th are posted on AIM Trimark's websites. The AIM Trimark Compliance department will review the proxy voting records held by AIM Trimark on an annual basis. E-49 AIM TRIMARK INVESTMENTS PROXY VOTING GUIDELINES (APRIL 17, 2006) PURPOSE The purpose of this document is to describe AIM Trimark's general guidelines for voting proxies received from companies held in AIM Trimark's Toronto-based funds. Proxy voting for the funds managed on behalf of AIM Trimark on a sub-advised basis (i.e. by other AMVESCAP business units or on a third party basis) are subject to the proxy voting policies & procedures of those other entities. As part of its regular due diligence, AIM Trimark will review the proxy voting policies & procedures of any new sub-advisors to ensure that they are appropriate in the circumstances. INTRODUCTION AIM Trimark has the fiduciary obligation to ensure that the long-term economic best interest of unitholders is the key consideration when voting proxies of portfolio companies. As a general rule, AIM Trimark shall vote against any actions that would: - reduce the rights or options of shareholders, - reduce shareholder influence over the board of directors and management, - reduce the alignment of interests between management and shareholders, or - reduce the value of shareholders' investments. At the same time, since AIM Trimark's Toronto-based portfolio managers follow an investment discipline that includes investing in companies that are believed to have strong management teams, the portfolio managers will generally support the management of companies in which they invest, and will accord proper weight to the positions of a company's board of directors. Therefore, in most circumstances, votes will be cast in accordance with the recommendations of the company's board of directors. While AIM Trimark's proxy voting guidelines are stated below, the portfolio managers will take into consideration all relevant facts and circumstances (including country specific considerations), and retain the right to vote proxies as deemed appropriate. These guidelines may be amended from time to time. CONFLICTS OF INTEREST When voting proxies, AIM Trimark's portfolio managers assess whether there are material conflicts of interest between AIM Trimark's interests and those of unitholders. A potential conflict of interest situation may include where AIM Trimark or an affiliate manages assets for, provides other financial services to, or otherwise has a material business relationship with, a company whose management is soliciting proxies, and failure to vote in favour of management of the company may harm AIM Trimark's relationship with the company. In all situations, the portfolio managers will not take AIM Trimark's relationship with the company into account, and will vote the proxies in the best interest of the unitholders. To the extent that a portfolio manager has any conflict of interest with respect to a company or an issue presented, that portfolio manager should abstain from voting on that company or issue. Portfolio managers are required to report to the Chief Investment Officer any such conflicts of interest and/or attempts by outside parties to improperly influence the voting process. BOARDS OF DIRECTORS We believe that a board that has at least a majority of independent directors is integral to good corporate governance. Unless there are restrictions specific to a company's home jurisdiction, key board committees, including audit and compensation committees, should be completely independent. E-50 VOTING ON DIRECTOR NOMINEES IN UNCONTESTED ELECTIONS Votes in an uncontested election of directors are evaluated on a CASE-BY-CASE basis, considering factors that may include: - Long-term company performance relative to a market index, - Composition of the board and key board committees, - Nominee's attendance at board meetings, - Nominee's time commitments as a result of serving on other company boards, - Nominee's investments in the company, - Whether the chairman is also serving as CEO, and - Whether a retired CEO sits on the board. VOTING ON DIRECTOR NOMINEES IN CONTESTED ELECTIONS Votes in a contested election of directors are evaluated on a CASE-BY-CASE basis, considering factors that may include: - Long-term financial performance of the target company relative to its industry, - Management's track record, - Background to the proxy contest, - Qualifications of director nominees (both slates), - Evaluation of what each side is offering shareholders as well as the likelihood that the proposed objectives and goals can be met, and - Stock ownership positions. MAJORITY THRESHOLD VOTING FOR DIRECTOR ELECTIONS We will generally vote FOR proposals that require directors to be elected with an affirmative majority of votes cast unless the relevant portfolio manager believes that the company has adopted formal corporate governance principles that present a meaningful alternative to the majority voting standard and provide an adequate and timely response to both new nominees as well as incumbent nominees who fail to receive a majority of votes cast. REIMBURSEMENT OF PROXY SOLICITATION EXPENSES Decisions to provide reimbursement for dissidents waging a proxy contest are made on a CASE-BY-CASE basis. SEPARATING CHAIRMAN AND CEO Shareholder proposals to separate the chairman and CEO positions should be evaluated on a CASE-BY-CASE basis. While we generally SUPPORT these proposals, some companies have governance structures in place that can satisfactorily counterbalance a combined position. Voting decisions will take into account factors such as: - Designated lead director, appointed from the ranks of the independent board members with clearly delineated duties; E-51 - Majority of independent directors; - All-independent key committees; - Committee chairpersons nominated by the independent directors; - CEO performance is reviewed annually by a committee of outside directors; and - Established governance guidelines. MAJORITY OF INDEPENDENT DIRECTORS While we generally support shareholder proposals asking that a majority of directors be independent, each proposal should be evaluated on a case-by-case basis. We generally vote for shareholder proposals that request that the board's audit, compensation, and/or nominating committees be composed exclusively of independent directors. STOCK OWNERSHIP REQUIREMENTS We believe that individual directors should be appropriately compensated and motivated to act in the best interests of shareholders. Share ownership by directors better aligns their interests with those of other shareholders. Therefore, we believe that meaningful share ownership by directors is in the best interest of the company. We generally vote FOR proposals that require a certain percentage of a director's compensation to be in the form of common stock. SIZE OF BOARDS OF DIRECTORS We believe that the number of directors is important to ensuring the board's effectiveness in maximizing long-term shareholder value. The board must be large enough to allow it to adequately discharge its responsibilities, without being so large that it becomes cumbersome. While we will prefer a board of no fewer than 5 and no more than 16 members, each situation will be considered on a CASE-BY-CASE basis taking into consideration the specific company circumstances. CLASSIFIED OR STAGGERED BOARDS In a classified or staggered board, directors are typically elected in two or more "classes", serving terms greater than one year. We prefer the annual election of all directors and will generally NOT SUPPORT proposals that provide for staggered terms for board members. We recognize that there may be jurisdictions where staggered terms for board members is common practice and, in such situations, we will review the proposals on a CASE-BY-CASE basis. DIRECTOR INDEMNIFICATION AND LIABILITY PROTECTION We recognize that many individuals may be reluctant to serve as corporate directors if they were to be personally liable for all lawsuits and legal costs. As a result, limitations on directors' liability can benefit the corporation and its shareholders by helping to attract and retain qualified directors while providing recourse to shareholders on areas of misconduct by directors. We generally vote FOR proposals that limit directors' liability and provide indemnification as long as the arrangements are limited to the director acting honestly and in good faith with a view to the best interests of the corporation and, in criminal matters, are limited to the director having reasonable grounds for believing the conduct was lawful. AUDITORS A strong audit process is a requirement for good corporate governance. A significant aspect of the audit process is a strong relationship with a knowledgeable and independent set of auditors. E-52 RATIFICATION OF AUDITORS We believe a company should limit its relationship with its auditors to the audit engagement, and certain closely related activities that do not, in the aggregate, raise an appearance of impaired independence. We generally vote FOR the reappointment of the company's auditors unless: - It is not clear that the auditors will be able to fulfill their function; - There is reason to believe the auditors have rendered an opinion that is neither accurate nor indicative of the company's financial position; or - The auditors have a significant professional or personal relationship with the issuer that compromises their independence. DISCLOSURE OF AUDIT VS. NON-AUDIT FEES Understanding the fees earned by the auditors is important for assessing auditor independence. Our support for the re-appointment of the auditors will take into consideration whether the management information circular contains adequate disclosure about the amount and nature of audit vs. non-audit fees. There may be certain jurisdictions that do not currently require disclosure of audit vs. non-audit fees. In these circumstances, we will generally SUPPORT proposals that call for this disclosure. COMPENSATION PROGRAMS Appropriately designed equity-based compensation plans, approved by shareholders, can be an effective way to align the interests of long-term shareholders and the interests of management, employees and directors. Plans should not substantially dilute shareholders' ownership interests in the company, provide participants with excessive awards or have objectionable structural features. We will consider each compensation plan in its entirety (including all incentives, awards and other compensation) to determine if the plan provides the right incentives to managers and directors and is reasonable on the whole. While we generally encourage companies to provide more transparent disclosure related to their compensation programs, the following are specific guidelines dealing with some of the more common features of these programs (features not specifically itemized below will be considered on a CASE-BY-CASE basis taking into consideration the general principles described above): CASH COMPENSATION AND SEVERANCE PACKAGES We will generally SUPPORT the board's discretion to determine and grant appropriate cash compensation and severance packages. EQUITY BASED PLANS - DILUTION We will generally vote AGAINST equity-based plans where the total dilution (including all equity-based plans) is excessive. EMPLOYEE STOCK PURCHASE PLANS We will generally vote FOR the use of employee stock purchase plans to increase company stock ownership by employees, provided that shares purchased under the plan are acquired for no less than 85% of their market value. It is recognized that country specific circumstances may exist (e.g. tax issues) that require proposals to be reviewed on a case-by-case basis. LOANS TO EMPLOYEES We will vote AGAINST the corporation making loans to employees to allow employees to pay for stock or stock options. It is recognized that country specific circumstances may exist that require proposals to be reviewed on a CASE-BY-CASE basis. E-53 STOCK OPTION PLANS - BOARD DISCRETION We will vote AGAINST stock option plans that give the board broad discretion in setting the terms and conditions of the programs. Such programs should be submitted with detail and be reasonable in the circumstances regarding their cost, scope, frequency and schedule for exercising the options. STOCK OPTION PLANS - INAPPROPRIATE FEATURES We will generally vote AGAINST plans that have any of the following structural features: - ability to re-price "underwater" options without shareholder approval, - ability to issue options with an exercise price below the stock's current market price, - ability to issue "reload" options, or - automatic share replenishment ("evergreen") features. STOCK OPTION PLANS - DIRECTOR ELIGIBILITY While we prefer stock ownership by directors, we will SUPPORT stock option plans for directors as long as the terms and conditions of director options are clearly defined and are reasonable. STOCK OPTION PLANS - REPRICING We will vote FOR proposals to re-price options if there is a value-for-value (rather than a share-for-share) exchange. STOCK OPTION PLANS - VESTING We will vote AGAINST stock option plans that are 100% vested when granted. STOCK OPTION PLANS - AUTHORIZED ALLOCATIONS We will generally vote AGAINST stock option plans that authorize allocation of 25% or more of the available options to any one individual. STOCK OPTION PLANS - CHANGE IN CONTROL PROVISIONS We will vote AGAINST stock option plans with change in control provisions that allow option holders to receive more for their options than shareholders would receive for their shares. CORPORATE MATTERS We will review management proposals relating to changes to capital structure, reincorporation, restructuring and mergers & acquisitions on a case-by-case basis, taking into consideration the impact of the changes on corporate governance and shareholder rights, anticipated financial and operating benefits, portfolio manager views, level of dilution, and a company's industry and performance in terms of shareholder returns. COMMON STOCK AUTHORIZATION We will review proposals to increase the number of shares of common stock authorized for issue on a CASE-BY-CASE basis. DUAL CLASS SHARE STRUCTURES Dual class share structures involve a second class of common stock with either superior or inferior voting rights to those of another class of stock. We will generally vote AGAINST proposals to create or extend dual class share structures where certain stockholders have superior or inferior voting rights to another class of stock. E-54 STOCK SPLITS We will vote FOR proposals to increase common share authorization for a stock split, provided that the increase in authorized shares would not result in excessive dilution given a company's industry and performance in terms of shareholder returns. REVERSE STOCK SPLITS We will vote FOR management proposals to implement a reverse stock split, provided that the reverse split does not result in an increase of authorized but unissued shares of more than 100% after giving effect to the shares needed for the reverse split. SHARE REPURCHASE PROGRAMS We will vote AGAINST proposals to institute open-market share repurchase plans if all shareholders do not participate on an equal basis. REINCORPORATION Reincorporation involves re-establishing the company in a different legal jurisdiction. We will generally vote FOR proposals to reincorporate the company provided that the board and management have demonstrated sound financial or business reasons for the move. Proposals to reincorporate will NOT BE SUPPORTED if solely as part of an anti-takeover defense or as a way to limit directors' liability. MERGERS & ACQUISITIONS We will vote FOR merger & acquisition proposals that the relevant portfolio managers believe, based on their review of the materials: - will result in financial and operating benefits, - have a fair offer price, - have favourable prospects for the combined companies, and - will not have a negative impact on corporate governance or shareholder rights. SOCIAL RESPONSIBILITY We recognize that to effectively manage a corporation, directors and management must consider not only the interests of shareholders, but the interests of employees, customers, suppliers, and creditors, among others. We believe that companies and their boards must give careful consideration to social responsibility issues in order to enhance long-term shareholder value. We SUPPORT efforts by companies to develop policies and practices that consider social responsibility issues related to their businesses. SHAREHOLDER PROPOSALS Shareholder proposals can be extremely complex, and the impact on the interests of all stakeholders can rarely be anticipated with a high degree of confidence. As a result, shareholder proposals will be reviewed on a CASE-BY-CASE basis with consideration of factors such as: - the proposal's impact on the company's short-term and long-term share value, - its effect on the company's reputation, - the economic effect of the proposal, - industry and regional norms applicable to the company, E-55 - the company's overall corporate governance provisions, and - the reasonableness of the request. We will generally SUPPORT shareholder proposals that require additional disclosure regarding corporate responsibility issues where the relevant portfolio manager believes: - the company has failed to adequately address these issues with shareholders, - there is information to suggest that a company follows procedures that are not in compliance with applicable regulations, or - the company fails to provide a level of disclosure that is comparable to industry peers or generally accepted standards. We will generally NOT SUPPORT shareholder proposals that place arbitrary or artificial constraints on the board, management or the company. ORDINARY BUSINESS PRACTICES We will generally SUPPORT the board's discretion regarding shareholder proposals that involve ordinary business practices. PROTECTION OF SHAREHOLDER RIGHTS We will generally vote FOR shareholder proposals that are designed to protect shareholder rights if the company's corporate governance standards indicate that such additional protections are warranted. BARRIERS TO SHAREHOLDER ACTION We will generally vote FOR proposals to lower barriers to shareholder action. SHAREHOLDER RIGHTS PLANS We will generally vote FOR proposals to subject shareholder rights plans to a shareholder vote. OTHER We will vote AGAINST any proposal where the proxy materials lack sufficient information upon which to base an informed decision. We will vote AGAINST any proposals to authorize the company to conduct any other business that is not described in the proxy statement (including the authority to approve any further amendments to an otherwise approved resolution). E-56 APPENDIX F CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES To the best knowledge of the Trust, the names and addresses of the record and beneficial holders of 5% or more of the outstanding shares of each class of the Trust's equity securities and the percentage of the outstanding shares held by such holders are set forth below. Unless otherwise indicated below, the Trust has no knowledge as to whether all or any portion of the shares owned of record are also owned beneficially. A shareholder who owns beneficially 25% or more of the outstanding securities of a Fund is presumed to "control" that Fund as defined in the 1940 Act. Such control may affect the voting rights of other shareholders. All information listed below is as of January 22, 2009. AIM CAPITAL DEVELOPMENT FUND
CLASS A CLASS B CLASS C CLASS R CLASS Y INVESTOR INSTITUTIONAL SHARES SHARES SHARES SHARES SHARES CLASS SHARES CLASS SHARES PERCENTAGE PERCENTAGE PERCENTAGE PERCENTAGE PERCENTAGE PERCENTAGE PERCENTAGE NAME AND ADDRESS OF OWNED OF OWNED OF OWNED OF OWNED OF OWNED OF OWNED OF OWNED OF PRINCIPAL HOLDER RECORD RECORD RECORD RECORD RECORD RECORD RECORD ------------------- ---------- ---------- ---------- ---------- ---------- ------------ ------------- AIG Federal Savings Bank -- -- -- -- -- -- 7.49% State of Florida Employees DEF Com 2929 Allen Pkwy Ste L3-00 Houston, TX 77019-2118 AIM Moderate Asset -- -- -- -- -- -- 19.46% Allocation Fund Omnibus Account c/o AIM Advisors 11 E Greenway Plz Ste 100 Houston, TX 77046-1113 Chairmans Processing Only -- -- -- -- 8.90% -- -- Deferred Comp Plan FBO Carl Frischling Attn Sheri Morris P.O. Box 4333 Houston, TX 77210-4333
F-1
CLASS A CLASS B CLASS C CLASS R CLASS Y INVESTOR INSTITUTIONAL SHARES SHARES SHARES SHARES SHARES CLASS SHARES CLASS SHARES PERCENTAGE PERCENTAGE PERCENTAGE PERCENTAGE PERCENTAGE PERCENTAGE PERCENTAGE NAME AND ADDRESS OF OWNED OF OWNED OF OWNED OF OWNED OF OWNED OF OWNED OF OWNED OF PRINCIPAL HOLDER RECORD RECORD RECORD RECORD RECORD RECORD RECORD ------------------- ---------- ---------- ---------- ---------- ---------- ------------ ------------- Citigroup Global Markets -- -- 5.35% -- -- -- -- Attn: Cindy Tempesta 7th Floor 333 West 34th St New York, NY 10001-2402 Delaware Charter Guarantee & -- -- -- 9.00% -- -- -- Trust FBO Various Qualified Plans 711 High St Des Moines, IA 50309-2732 Delaware Charter Guarantee & -- -- -- 6.15% -- -- -- Trust FBO Principal Financial Group OMNIB US Qualified 711 High St Des Moines, IA 50309-2732 Merrill Lynch Pierce Fenner & 9.37% -- 17.16% 14.76% -- -- 28.02% Smith FBO The Sole Benefit of Customers Attn: Fund Administration 4800 Deer Lake Dr East 2nd Floor Jacksonville, FL 32246-6484 Nat'l Financial Services Corp. -- -- -- -- -- 11.90% 16.47% The Exclusive Benefit Cust One World Financial Center 200 Liberty St., 5th Floor Attn: Kate Recon New York, NY 10281-5503 Paul J. Rasplicka & -- -- -- -- 8.46% -- -- Jody K. Rasplicka JTWROS 11 Greenway Plaza, Suite 100 Houston, TX 77046
F-2
CLASS A CLASS B CLASS C CLASS R CLASS Y INVESTOR INSTITUTIONAL SHARES SHARES SHARES SHARES SHARES CLASS SHARES CLASS SHARES PERCENTAGE PERCENTAGE PERCENTAGE PERCENTAGE PERCENTAGE PERCENTAGE PERCENTAGE NAME AND ADDRESS OF OWNED OF OWNED OF OWNED OF OWNED OF OWNED OF OWNED OF OWNED OF PRINCIPAL HOLDER RECORD RECORD RECORD RECORD RECORD RECORD RECORD ------------------- ---------- ---------- ---------- ---------- ---------- ------------ ------------- Robert G. Alley and -- -- -- -- 6.75% -- -- Marsena M. Alley CommProp 730 Honor Drive Kerrville, TX 78028-7554 Pershing LLC 11.06% 9.81% 9.06% -- -- 10.63% -- 1 Pershing Plz Jersey City, NJ 07399-0001 Wilmington Trust Co -- -- -- -- -- 7.89% -- Cust FBO MGH Ret Plan Match C/O Mutual Funds P.O. Box 8880 Wilmington, DE 19899-8880
F-3 AIM CHARTER FUND
CLASS A CLASS B CLASS C CLASS R CLASS Y INSTITUTIONAL SHARES SHARES SHARES SHARES SHARES CLASS SHARES PERCENTAGE PERCENTAGE PERCENTAGE PERCENTAGE PERCENTAGE PERCENTAGE NAME AND ADDRESS OF OWNED OF OWNED OF OWNED OF OWNED OF OWNED OF OWNED OF PRINCIPAL HOLDER RECORD RECORD RECORD RECORD RECORD RECORD ------------------- ---------- ---------- ---------- ---------- ---------- ------------- Chase Manhattan Bank TTEE -- -- -- 5.01% -- -- FBO ADP/Access 401K Program 3 Chase Metrotech Ctr 6th Floor Brooklyn, NY 11245-0001 Citigroup Global Markets 6.58% -- 7.83% -- -- -- Attn: Cindy Tempesta 7th Floor 333 West 34th Street New York, NY 10001-2402 First Command Bank Trust -- -- -- -- -- 18.18% FBO First Command SIP Attention: Trust Department P.O. Box 901075 Fort Worth, TX 76101-2075 ING Life Insurance & Annuity Co. -- -- -- 16.09% -- -- One Orange Way B3N Windsor, CT 06095 JP Morgan Chase Bank -- -- -- -- -- 75.31% as TTEE FBO Cisco Systems Inc 401K Plan C/O JP Morgan RPS 5500 Team 9300 Ward Pkwy Kansas City, MO 64114-3317 Merrill Lynch Pierce Fenner & Smith 8.51% -- 17.02% -- -- -- FBO The Sole Benefit of Customers Attn: Fund Administration 4800 Deer Lake Dr East 2nd Floor Jacksonville, FL 32246-6484
F-4
CLASS A CLASS B CLASS C CLASS R CLASS Y INSTITUTIONAL SHARES SHARES SHARES SHARES SHARES CLASS SHARES PERCENTAGE PERCENTAGE PERCENTAGE PERCENTAGE PERCENTAGE PERCENTAGE NAME AND ADDRESS OF OWNED OF OWNED OF OWNED OF OWNED OF OWNED OF OWNED OF PRINCIPAL HOLDER RECORD RECORD RECORD RECORD RECORD RECORD ------------------- ---------- ---------- ---------- ---------- ---------- ------------- Nat'l Financial Services Corp. -- -- -- -- 5.76% -- The Exclusive Benefit Cust One World Financial Center 200 Liberty St., 5th Floor Attn: Kate Recon New York, NY 10281-5503 Pershing LLC 6.96% 6.73% 6.64% -- -- -- 1 Pershing Plz Jersey City, NJ 07399-0001 Robert Michael Kippes -- -- -- -- 32.98% -- Kelly F. Kippes JTTEN 16202 Bradford Shores Dr. Cypress, TX 77433-4625
AIM CONSTELLATION FUND
CLASS A CLASS B CLASS C CLASS R CLASS Y INSTITUTIONAL SHARES SHARES SHARES SHARES SHARES CLASS SHARES PERCENTAGE PERCENTAGE PERCENTAGE PERCENTAGE PERCENTAGE PERCENTAGE NAME AND ADDRESS OF OWNED OF OWNED OF OWNED OF OWNED OF OWNED OF OWNED OF PRINCIPAL HOLDER RECORD RECORD RECORD RECORD RECORD RECORD ------------------- ---------- ---------- ---------- ---------- ---------- ------------- Citigroup Global Markets 6.26% -- 5.68% -- -- -- Attn: Cindy Tempesta 7th Floor 333 West 34th Street New York, NY 10001-2402
F-5
CLASS A CLASS B CLASS C CLASS R CLASS Y INSTITUTIONAL SHARES SHARES SHARES SHARES SHARES CLASS SHARES PERCENTAGE PERCENTAGE PERCENTAGE PERCENTAGE PERCENTAGE PERCENTAGE NAME AND ADDRESS OF OWNED OF OWNED OF OWNED OF OWNED OF OWNED OF OWNED OF PRINCIPAL HOLDER RECORD RECORD RECORD RECORD RECORD RECORD ------------------- ---------- ---------- ---------- ---------- ---------- ------------- Fidelity Investments Institutional -- -- -- -- -- 19.31% Operations Co (F11OC) as Agent For Certain Employee Benefit Plans 100 Magellan Way Mail Location - KW1C Covington, KY 41015-1999 GPC Securities Inc. as Agent for -- -- -- 6.49% -- -- Reliance Trust Co FBO Guys Inc. 401(k) Profit Sharing Plan P.O. Box 105117 Atlanta, GA 30348-5117 Merrill Lynch Pierce Fenner & Smith 7.80% -- 9.69% -- -- 46.40% FBO The Sole Benefit of Customers Attn: Fund Administration 4800 Deer Lake Dr East 2nd Floor Jacksonville, FL 32246-6484 Pershing LLC 5.23% 6.96% 5.52% -- -- -- 1 Pershing Plz Jersey City, NJ 07399-0001 Relistar Insurance Co. of New York -- -- -- 6.28% -- -- One Orange Way B3N Windsor, CT 06095 Relistar Insurance Co of New York -- -- -- 6.16% -- -- One Orange Way B3N Windsor, CT 06095 State Street Bank & Trust Co. Ttee -- -- -- -- -- 13.91% State Street Solutions Attn: Edlira Mosko 1 Heritage Drive 4N North Quincy, MA 02171-2105
F-6
CLASS A CLASS B CLASS C CLASS R CLASS Y INSTITUTIONAL SHARES SHARES SHARES SHARES SHARES CLASS SHARES PERCENTAGE PERCENTAGE PERCENTAGE PERCENTAGE PERCENTAGE PERCENTAGE NAME AND ADDRESS OF OWNED OF OWNED OF OWNED OF OWNED OF OWNED OF OWNED OF PRINCIPAL HOLDER RECORD RECORD RECORD RECORD RECORD RECORD ------------------- ---------- ---------- ---------- ---------- ---------- ------------- Wells Fargo Bank West NA -- -- -- -- -- 15.64% Custodian City of Houston 457 Deferred Compensation Plan C/O Great West, Recordkeeper 8515 E Orchard Rd 2T2 Englewood, CO 80111-0000
AIM DIVERSIFIED DIVIDEND FUND
CLASS A CLASS B CLASS C CLASS R CLASS Y INVESTOR INSTITUTIONAL SHARES SHARES SHARES SHARES SHARES CLASS SHARES CLASS SHARES PERCENTAGE PERCENTAGE PERCENTAGE PERCENTAGE PERCENTAGE PERCENTAGE PERCENTAGE NAME AND ADDRESS OF OWNED OF OWNED OF OWNED OF OWNED OF OWNED OF OWNED OF OWNED OF PRINCIPAL HOLDER RECORD RECORD RECORD RECORD RECORD RECORD RECORD ------------------- ---------- ---------- ---------- ---------- ---------- ------------ ------------- AIM Income Allocation Fund -- -- -- -- -- -- 20.65% Omnibus Account c/o AIM Advisors 11 E. Greenway Plaza Suite 100 Houston, TX 77046-1113 Charles Schwab & Co., Inc. 8.50% -- -- -- -- 10.25% -- Special Custody FBO Customers (SIM) Attn. Mutual Funds 101 Montgomery St. San Francisco, CA 94104-4122 Citigroup Global Markets -- -- 10.29% -- -- -- -- Attn: Cindy Tempesta 7th Floor 333 West 34th Street New York, NY 10001-2402
F-7
CLASS A CLASS B CLASS C CLASS R CLASS Y INVESTOR INSTITUTIONAL SHARES SHARES SHARES SHARES SHARES CLASS SHARES CLASS SHARES PERCENTAGE PERCENTAGE PERCENTAGE PERCENTAGE PERCENTAGE PERCENTAGE PERCENTAGE NAME AND ADDRESS OF OWNED OF OWNED OF OWNED OF OWNED OF OWNED OF OWNED OF OWNED OF PRINCIPAL HOLDER RECORD RECORD RECORD RECORD RECORD RECORD RECORD ------------------- ---------- ---------- ---------- ---------- ---------- ------------ ------------- FIIOC Agent -- -- -- -- -- -- 14.96% Employee Benefit Plans 100 Magellan Way KW1C Covington, KY 41015-1987 GPC Securities Inc. as Agent -- -- -- -- -- -- 25.47% for Reliance Trust Co TTEE Cust FBO Invesco 401(k) Plan P. O. Box 105117 Atlanta, GA 30348-5117 GPC Securities Inc. as Agent -- -- -- -- -- -- 11.37% for Reliance Trust Co TTEE Cust FBO Invesco Money Purchase Plan P. O. Box 105117 Atlanta, GA 30348-5117 Jonathan B. Harrington -- -- -- -- 5.07% -- -- 11 Greenway Plaza, Suite 100 Houston, TX 77046 Jordan Products Inc. -- -- -- 8.24% -- -- -- 401(k) Plan Paul Jordan Trustee 430 Whitney Rd Penfield, NY 14526-2326 Lighthouse Design Inc. -- -- -- 5.22% -- -- -- David Mohler 401(K) Omnibus Acct. Ttee 5091 Lone Tree Way Antioch, CA 94531-8016 Martin Flanagan & -- -- -- -- 29.80% -- -- Jennifer Flanagan JTWROS 700 Fairfield Rd NW Atlanta, GA 30327-3224
F-8
CLASS A CLASS B CLASS C CLASS R CLASS Y INVESTOR INSTITUTIONAL SHARES SHARES SHARES SHARES SHARES CLASS SHARES CLASS SHARES PERCENTAGE PERCENTAGE PERCENTAGE PERCENTAGE PERCENTAGE PERCENTAGE PERCENTAGE NAME AND ADDRESS OF OWNED OF OWNED OF OWNED OF OWNED OF OWNED OF OWNED OF OWNED OF PRINCIPAL HOLDER RECORD RECORD RECORD RECORD RECORD RECORD RECORD ------------------- ---------- ---------- ---------- ---------- ---------- ------------ ------------- Meggan M. Walsh -- -- -- -- 14.95% -- -- James W. Walsh TIC 11 Greenway Plaza, Suite 100 Houston, TX 77046 Merrill Lynch Pierce Fenner & 6.66% -- 9.40% -- -- -- -- Smith FBO The Sole Benefit of Customers Attn: Fund Administration 4800 Deer Lake Dr East, 2nd Floor Jacksonville, FL 32246-6484 MG TrustCo. Cust -- -- -- 8.61% -- -- -- FBO Donald Wurtzel DDS PC EE 401(K) 700 17th Street, Suite 300 Denver, CO 80202-3531 MG TrustCompany Cust -- -- -- 5.85% -- -- -- FBO Frog Holler Produce Station 401(K) 700 17th Street, Suite 300 Denver, CO 80202-3531 MG TrustCo Cust FBO -- -- -- 5.15% -- -- -- Stacy Wilkerson D D S PSP 700 17th St. Suite 300 Denver, CO 80202-3531 MIBAR Marketing Corp DBA CT -- -- -- 6.81% -- -- -- NETWOR 401(K) Plan Barry Goldstein Trustee 125 Wireless Blvd, Hauppauge, NY 11788-3971
F-9
CLASS A CLASS B CLASS C CLASS R CLASS Y INVESTOR INSTITUTIONAL SHARES SHARES SHARES SHARES SHARES CLASS SHARES CLASS SHARES PERCENTAGE PERCENTAGE PERCENTAGE PERCENTAGE PERCENTAGE PERCENTAGE PERCENTAGE NAME AND ADDRESS OF OWNED OF OWNED OF OWNED OF OWNED OF OWNED OF OWNED OF OWNED OF PRINCIPAL HOLDER RECORD RECORD RECORD RECORD RECORD RECORD RECORD ------------------- ---------- ---------- ---------- ---------- ---------- ------------ ------------- Nat'l Financial Services Corp. -- -- -- -- -- 5.13% -- The Exclusive Benefit Cust One World Financial Center 200 Liberty St., 5th Floor Attn: Kate Recon New York, NY 10281-5503 Pershing LLC -- 7.22% 9.80% 8.44% -- -- -- 1 Pershing Plz Jersey City, NJ 07399-0001 Robert H. Graham -- -- -- -- 5.35% -- -- 3710 Robinhood St Houston, TX 77005-2028 SEI Private Trust Co -- -- -- -- -- -- 16.96% FBO First Merit 682 Attn Mutual Fund Admin One Freedom Valley Dr. Oaks, PA 19456
AIM LARGE CAP BASIC VALUE FUND
CLASS A CLASS B CLASS C CLASS R CLASS Y INVESTOR INSTITUTIONAL SHARES SHARES SHARES SHARES SHARES CLASS SHARES SHARES PERCENTAGE PERCENTAGE PERCENTAGE PERCENTAGE PERCENTAGE PERCENTAGE PERCENTAGE NAME AND ADDRESS OF OWNED OF OWNED OF OWNED OF OWNED OF OWNED OF OWNED OF OWNED OF PRINCIPAL HOLDER RECORD RECORD RECORD RECORD RECORD RECORD RECORD ------------------- ---------- ---------- ---------- ---------- ---------- ------------ ------------- AIM Growth Allocation Fund -- -- -- -- -- -- 42.34% Omnibus Acct C/O AIM Advisors 11 E Greenway Plz, Ste 100 Houston, TX 77046-1113
F-10
CLASS A CLASS B CLASS C CLASS R CLASS Y INVESTOR INSTITUTIONAL SHARES SHARES SHARES SHARES SHARES CLASS SHARES SHARES PERCENTAGE PERCENTAGE PERCENTAGE PERCENTAGE PERCENTAGE PERCENTAGE PERCENTAGE NAME AND ADDRESS OF OWNED OF OWNED OF OWNED OF OWNED OF OWNED OF OWNED OF OWNED OF PRINCIPAL HOLDER RECORD RECORD RECORD RECORD RECORD RECORD RECORD ------------------- ---------- ---------- ---------- ---------- ---------- ------------ ------------- AIM Moderate Asset Allocation Fund -- -- -- -- -- -- 25.89% Omnibus Acct C/O AIM Advisors 11 E Greenway Plz, Ste 100 Houston, TX 77046-1113 AIM Moderate Growth Allocation -- -- -- -- -- -- 23.69% Fund Omnibus Account C/O AIM Advisors 11 Greenway Plaza, Suite 100 Houston, TX 77046-1113 Bret Wilson Stanley and -- -- -- -- 38.28% -- -- Judy R. Stanley TIC 11 Greenway Plaza, Suite 100 Houston, TX 77046 Charles Schwab & Co. Inc. -- -- -- -- -- 9.83% -- Special Custody FBO (SIM) Customers Attn: Mutual Funds 101 Montgomery St San Francisco, CA 94104-4122 Edgar M. Larsen and -- -- -- -- 5.59% -- -- Stephanie D. Larsen JTWROS 2121 Kirby Dr. Apt. 16 South Houston, TX 77019 ING Enhanced K-Choice -- -- -- 8.32% -- -- -- Trustee: Reliance Trust Company 400 Atrium Dr. Somerset, NJ 08873-4162
F-11
CLASS A CLASS B CLASS C CLASS R CLASS Y INVESTOR INSTITUTIONAL SHARES SHARES SHARES SHARES SHARES CLASS SHARES SHARES PERCENTAGE PERCENTAGE PERCENTAGE PERCENTAGE PERCENTAGE PERCENTAGE PERCENTAGE NAME AND ADDRESS OF OWNED OF OWNED OF OWNED OF OWNED OF OWNED OF OWNED OF OWNED OF PRINCIPAL HOLDER RECORD RECORD RECORD RECORD RECORD RECORD RECORD ------------------- ---------- ---------- ---------- ---------- ---------- ------------ ------------- James Cox Chambers Trust -- -- -- -- -- 5.06% -- Tax Escrow 6 Concourse Pkwy NE Ste 1800 Atlanta, GA 30328-5353 Matthew W. Seinsheimer -- -- -- -- 6.50% -- -- 11 Greenway Plaza, Suite 100 Houston, TX 77046 Merrill Lynch Pierce Fenner & Smith 8.89% 7.91% 14.22% 5.43% -- -- -- FBO The Sole Benefit of Customers Attn: Fund Administration 4800 Deer Lake Dr East 2nd Floor Jacksonville, FL 32246-6484 Merrill Lynch Security -- -- -- -- -- 7.21% -- 4800 Deer Lake Dr East Jacksonville, FL 32246-6484 Michael J. Simon and -- -- -- -- 7.27% -- -- Anna M. Simon JTWROS 11 Greenway Plaza, Suite 100 Houston, TX 77046 MG Trust Company Cust FBO -- -- -- 6.79% -- -- -- Federated Lighting Inc 401k Plan 700 17th Street Suite 300 Denver, CO 80202-3531
F-12
CLASS A CLASS B CLASS C CLASS R CLASS Y INVESTOR INSTITUTIONAL SHARES SHARES SHARES SHARES SHARES CLASS SHARES SHARES PERCENTAGE PERCENTAGE PERCENTAGE PERCENTAGE PERCENTAGE PERCENTAGE PERCENTAGE NAME AND ADDRESS OF OWNED OF OWNED OF OWNED OF OWNED OF OWNED OF OWNED OF OWNED OF PRINCIPAL HOLDER RECORD RECORD RECORD RECORD RECORD RECORD RECORD ------------------- ---------- ---------- ---------- ---------- ---------- ------------ ------------- Reliance Trust Company -- -- -- 7.52% -- -- -- Custodian FBO Rosin Optical Co. Inc. Profit Sharing Plan PO Box 48529 Atlanta, GA 30362-1529 Pershing LLC 6.56% 7.81% 10.69% -- -- -- -- 1 Pershing Plz Jersey City, NJ 07399-0001
F-13 AIM LARGE CAP GROWTH FUND
CLASS A CLASS B CLASS C CLASS R CLASS Y INVESTOR INSTITUTIONAL SHARES SHARES SHARES SHARES SHARES CLASS SHARES CLASS SHARES PERCENTAGE PERCENTAGE PERCENTAGE PERCENTAGE PERCENTAGE PERCENTAGE PERCENTAGE NAME AND ADDRESS OF OWNED OF OWNED OF OWNED OF OWNED OF OWNED OF OWNED OF OWNED OF PRINCIPAL HOLDER RECORD RECORD RECORD RECORD RECORD RECORD RECORD ------------------- ---------- ---------- ---------- ---------- ---------- ------------ ------------- AIM Growth Allocation Fund -- -- -- -- -- -- 30.77% Omnibus Acct C/O AIM Advisors 11 E Greenway Plz, Ste 100 Houston, TX 77046-1113 AIM Moderate Asset Allocation -- -- -- -- -- -- 20.61% Fund Omnibus Acct C/O AIM Advisors 11 E Greenway Plz, Ste 100 Houston, TX 77046-1113 AIM Moderate Growth Allocation -- -- -- -- -- -- 17.73% Fund Omnibus Account C/O AIM Advisors 11 Greenway Plaza, Suite 100 Houston, TX 77046-1113 Citigroup Global Markets Attn: -- -- 7.21% -- -- -- -- Cindy Tempesta 7th Floor 333 West 34th Street New York, NY 10001-2402 CFP Holdings Ltd Partnership -- -- -- -- 11.08% -- -- 11 E Greenway Plz Ste 1919 Houston, TX 77046-1103 Gary Thomas Crum -- -- -- -- 24.98% -- -- 11 E Greenway Plz Ste 2600 Houston, TX 77046-1100
F-14
CLASS A CLASS B CLASS C CLASS R CLASS Y INVESTOR INSTITUTIONAL SHARES SHARES SHARES SHARES SHARES CLASS SHARES CLASS SHARES PERCENTAGE PERCENTAGE PERCENTAGE PERCENTAGE PERCENTAGE PERCENTAGE PERCENTAGE NAME AND ADDRESS OF OWNED OF OWNED OF OWNED OF OWNED OF OWNED OF OWNED OF OWNED OF PRINCIPAL HOLDER RECORD RECORD RECORD RECORD RECORD RECORD RECORD ------------------- ---------- ---------- ---------- ---------- ---------- ------------ ------------- Geoffrey Keeling and -- -- -- -- 5.01% -- -- Ingelisa Keeling TIC 11 Greenway Plaza, Suite 100 Houston, TX 77046 GPC Securities Inc as Agent for -- -- -- -- -- -- 9.08% Reliance Trust Co TTEE/Cust FBO Invesco 401k Plan P.O. Box 105117 Atlanta, GA 30348-5117 Merrill Lynch Pierce Fenner & 6.09% -- 12.82% 5.03% -- -- -- Smith FBO The Sole Benefit of Customers Attn: Fund Administration 4800 Deer Lake Dr East 2nd Floor Jacksonville, FL 32246 Pershing LLC 7.97% 8.48% 6.01% -- -- -- -- 1 Pershing Plz Jersey City, NJ 07399-0001 Reliance Trust Company -- -- -- 7.33% -- -- -- Custodian FBO Morley Incentives 401(k) Profit Sharing Plan & Trust PO Box 48529 Atlanta, GA 30362-1529 Robert H. Graham -- -- -- -- 5.22% -- -- 3710 Robinhood St Houston, TX 77005-2028
F-15 AIM SUMMIT FUND
CLASS A CLASS B CLASS C CLASS P CLASS Y INSTITUTIONAL SHARES SHARES SHARES SHARES SHARES CLASS SHARES PERCENTAGE PERCENTAGE PERCENTAGE PERCENTAGE PERCENTAGE PERCENTAGE NAME AND ADDRESS OF OWNED OF OWNED OF OWNED OF OWNED OF OWNED OF OWNED OF PRINCIPAL HOLDER RECORD RECORD RECORD RECORD RECORD RECORD ------------------- ---------- ---------- ---------- ---------- ---------- ------------- Charles Schwab & Co Inc 21.90% -- -- -- -- -- Reinvestment Account 101 Montgomery St San Francisco CA 94104-4151 Chairmans Processing Only -- -- -- -- 27.26% -- Deferred Comp Plan FBO Carl Frischling Attn Sheri Morris P.O. Box 4333 Houston, TX 77210-4333 INTC Cust IRA R/O -- -- -- -- 8.35% -- FBO Martin L. Flanagan 1555 Peachtree Street, N.E. Atlanta, GA 30309 LPL Financial 5.96% -- -- -- -- -- FBO Customer Accounts Attn: Mutual Fund Operations P.O. Box 509046 San Diego, CA 92150-9046 Martin L. Flanagan & -- -- -- -- 32.74% -- Jennifer D. Flanagan JTWROS 1555 Peachtree Street, N.E. Atlanta, GA 30309 Nat'l Financial Services Corp. -- -- -- -- 5.19% -- The Exclusive Benefit Cust One World Financial Center 200 Liberty St., 5th Floor Attn: Kate Recon New York, NY 10281-5503
F-16
CLASS A CLASS B CLASS C CLASS P CLASS Y INSTITUTIONAL SHARES SHARES SHARES SHARES SHARES CLASS SHARES PERCENTAGE PERCENTAGE PERCENTAGE PERCENTAGE PERCENTAGE PERCENTAGE NAME AND ADDRESS OF OWNED OF OWNED OF OWNED OF OWNED OF OWNED OF OWNED OF PRINCIPAL HOLDER RECORD RECORD RECORD RECORD RECORD RECORD ------------------- ---------- ---------- ---------- ---------- ---------- ------------- Northern Trust Co Cust -- -- -- -- -- 99.92% FBO Wayne County 401k 50 S Lasalle St Chicago, IL 60603-1006 Pershing LLC 7.89% 30.65% 14.69% -- -- -- 1 Pershing Plz Jersey City NJ 07399-0001
AIM DISCIPLINED EQUITY FUND Invesco Aim provided the initial capitalization of AIM Disciplined Equity Fund and, accordingly, as of the date of this Statement of Additional Information, owned more than 25% of the issued and outstanding shares of AIM Disciplined Equity Fund and therefore could be deemed to "control" AIM Disciplined Equity Fund as that term is defined in the 1940 Act. It is anticipated that after the commencement of the public offering of AIM Disciplined Equity Fund's shares, Invesco Aim will cease to control AIM Disciplined Equity Fund for the purposes of the 1940 act. MANAGEMENT OWNERSHIP As of January 22, 2009, the trustees and officers as a group owned less than 1% of the outstanding shares of each class of each Fund, except the trustees and officers as a group owned 2.59%, 3.27%, 29.80%, 1.65% and 41.09% of the outstanding Class Y shares of AIM Capital Development Fund, AIM Charter Fund, AIM Diversified Dividend Fund, AIM Large Cap Growth Fund and AIM Summit Fund, respectively. F-17 APPENDIX G PORTFOLIO MANAGERS PORTFOLIO MANAGER FUND HOLDINGS AND INFORMATION ON OTHER MANAGED ACCOUNTS Invesco Aim's portfolio managers develop investment models which are used in connection with the management of certain AIM Funds as well as other mutual funds for which Invesco Aim or an affiliate acts as sub-advisor, other pooled investment vehicles that are not registered mutual funds, and other accounts managed for organizations and individuals. The following chart reflects the portfolio managers' investments in the Funds that they manage. The chart also reflects information regarding accounts other than the Funds for which each portfolio manager has day-to-day management responsibilities. Accounts are grouped into three categories: (i) registered investment companies, (ii) other pooled investment vehicles, and (iii) other accounts. To the extent that any of these accounts pay advisory fees that are based on account performance ("performance-based fees"), information on those accounts is specifically broken out. In addition, any assets denominated in foreign currencies have been converted into U.S. Dollars using the exchange rates as of the applicable date. The following information is as of October 31, 2008:
DOLLAR RANGE OF OTHER REGISTERED OTHER POOLED INVESTMENTS INVESTMENT COMPANIES INVESTMENT VEHICLES OTHER ACCOUNTS IN EACH MANAGED (ASSETS IN MANAGED (ASSETS IN MANAGED PORTFOLIO MANAGER FUND(1) MILLIONS) MILLIONS) (ASSETS IN MILLIONS) ----------------- ------------ -------------------- ------------------- -------------------- NUMBER OF NUMBER OF NUMBER OF ACCOUNTS ASSETS ACCOUNTS ASSETS ACCOUNTS ASSETS --------- -------- --------- ------- --------- -------- AIM DISCIPLINED EQUITY FUND
POTENTIAL CONFLICTS OF INTEREST Actual or apparent conflicts of interest may arise when a portfolio manager has day-to-day management responsibilities with respect to more than one Fund or other account. More specifically, portfolio managers who manage multiple Funds and/or other accounts may be presented with one or more of the following potential conflicts: - The management of multiple Funds and/or other accounts may result in a portfolio manager devoting unequal time and attention to the management of each Fund and/or other account. The Advisor and each Sub-Advisor seek to manage such competing interests for the time and attention of portfolio managers by having portfolio managers focus on a particular investment discipline. Most other accounts managed by a portfolio manager are managed using the same investment models that are used in connection with the management of the Funds. ---------- (1) [This column reflects investments in a Fund's shares owned directly by a portfolio manager or beneficially owned by a portfolio manager (as determined in accordance with Rule 16a-1(a)(2) under the Securities Exchange Act of 1934, as amended). A portfolio manager is presumed to be a beneficial owner of securities that are held by his or her immediate family members sharing the same household. (2) These are accounts of individual investors for which Invesco Aim's affiliate, Invesco Aim Private Asset Management, Inc. ("IAPAM") provides investment advice. IAPAM offers separately managed accounts that are managed according to the investment models developed by Invesco Aim's portfolio managers and used in connection with the management of certain AIM Funds. IAPAM accounts may be invested in accordance with one or more of those investment models and investments held in those accounts are traded in accordance with the applicable models.] G-1 - If a portfolio manager identifies a limited investment opportunity which may be suitable for more than one Fund or other account, a Fund may not be able to take full advantage of that opportunity due to an allocation of filled purchase or sale orders across all eligible Funds and other accounts. To deal with these situations, the Advisor, each Sub-Advisor and the Funds have adopted procedures for allocating portfolio transactions across multiple accounts. - The Advisor and each Sub-Advisor determine which broker to use to execute each order for securities transactions for the Funds, consistent with its duty to seek best execution of the transaction. However, for certain other accounts (such as mutual funds for which Invesco Aim or an affiliate acts as sub-advisor, other pooled investment vehicles that are not registered mutual funds, and other accounts managed for organizations and individuals), the Advisor and each Sub-Advisor may be limited by the client with respect to the selection of brokers or may be instructed to direct trades through a particular broker. In these cases, trades for a Fund in a particular security may be placed separately from, rather than aggregated with, such other accounts. Having separate transactions with respect to a security may temporarily affect the market price of the security or the execution of the transaction, or both, to the possible detriment of the Fund or other account(s) involved. - Finally, the appearance of a conflict of interest may arise where the Advisor or Sub-Advisor has an incentive, such as a performance-based management fee, which relates to the management of one Fund or account but not all Funds and accounts for which a portfolio manager has day-to-day management responsibilities. The Advisor, each Sub-Advisor, and the Funds have adopted certain compliance procedures which are designed to address these types of conflicts. However, there is no guarantee that such procedures will detect each and every situation in which a conflict arises. DESCRIPTION OF COMPENSATION STRUCTURE For the Advisor and each affiliated Sub-Advisor The Advisor and each Sub-Advisor seek to maintain a compensation program that is competitively positioned to attract and retain high-caliber investment professionals. Portfolio managers receive a base salary, an incentive bonus opportunity, and an equity compensation opportunity. Portfolio manager compensation is reviewed and may be modified each year as appropriate to reflect changes in the market, as well as to adjust the factors used to determine bonuses to promote competitive fund performance. The Advisor and each Sub-Advisor evaluate competitive market compensation by reviewing compensation survey results conducted by an independent third party of investment industry compensation. Each portfolio manager's compensation consists of the following three elements: Base Salary. Each portfolio manager is paid a base salary. In setting the base salary, the Advisor and each Sub-Advisor's intention is to be competitive in light of the particular portfolio manager's experience and responsibilities. Annual Bonus. The portfolio managers are eligible, along with other employees of the Advisor and each Sub-Advisor, to participate in a discretionary year-end bonus pool. The Compensation Committee of Invesco reviews and approves the amount of the bonus pool available for the Advisor and each of the Sub-Advisor's investment centers. The Compensation Committee considers investment performance and financial results in its review. In addition, while having no direct impact on individual bonuses, assets under management are considered when determining the starting bonus funding levels. Each portfolio manager is eligible to receive an annual cash bonus which is based on quantitative (i.e. investment performance) and non-quantitative factors (which may include, but are not limited to, individual performance, risk management and teamwork). Each portfolio manager's compensation is linked to the pre-tax investment performance of the funds/accounts managed by the portfolio manager as described in Table 1 below. Table 1 G-2
SUB-ADVISOR PERFORMANCE TIME PERIOD(3) ----------- -------------------------- Invesco Aim(4) One-, Three- and Five-year performance against Invesco Institutional (Except Fund peer group. Invesco Real Estate U.S.) Invesco Global Invesco Australia Invesco Deutschland Invesco Institutional - Invesco Real Estate U.S. N/A Invesco Senior Secured N/A Invesco Trimark(4) One-year performance against Fund peer group. Three- and Five-year performance against entire universe of Canadian funds. Invesco Hong Kong(4) One- and Three-year performance against Fund Invesco Asset Management peer group. Invesco Japan One-, Three- and Five-year performance against the appropriate Micropol benchmark.
Invesco Institutional - Invesco Real Estate U.S.'s bonus is based on net operating profits of Invesco Institutional - Invesco Real Estate U.S. Invesco Senior Secured's bonus is based on annual measures of equity return and standard tests of collateralization performance. High investment performance (against applicable peer group) would deliver compensation generally associated with top pay in the industry (determined by reference to the third-party provided compensation survey information) and poor investment performance (versus applicable peer group) would result in low bonus compared to the applicable peer group or no bonus at all. These decisions are reviewed and approved collectively by senior leadership which has responsibility for executing the compensation approach across the organization. Equity-Based Compensation. Portfolio managers may be awarded options to purchase common shares and/or granted restricted shares of Invesco stock from pools determined from time to time by the Compensation Committee of Invesco's Board of Directors. Awards of equity-based compensation typically vest over time, so as to create incentives to retain key talent. Portfolio managers also participate in benefit plans and programs available generally to all employees. ---------- (3) Rolling time periods based on calender year end. (4) Portfolio Managers may be granted a short-term award that vests on a pro-rata basis over a three year period and final payments are based on the performance of eligible funds selected by the manager at the time the award is granted. G-3 APPENDIX H CERTAIN FINANCIAL ADVISORS THAT RECEIVE ONE OR MORE TYPES OF PAYMENTS 1st Global Capital Corporation A G Edwards & Sons, Inc. ADP Broker Dealer, Inc. Advantage Capital Corporation American General Securities, Inc. American Skandia Life Assurance Corporation American United Life Insurance Company Ameriprise Financial Services, Inc. APS Financial Associated Securities Corporation AXA Advisors, LLC Bank of New York Bank of Oklahoma N.A. BBVA Investments Bear Stearns Securities Co Brown Brothers Harriman Cadaret Grant & Company, Inc. Cambridge Investment Research, Inc. Cantella Cantor Fitzgerald Centennial Bank Charles Schwab & Company, Inc. Chase Investment Services Corporation Chicago Mercantile Exchange Citigroup CitiCorp Investment Services Citigroup Global Markets, Inc. Citistreet Equities LLC Comerica Bank Commonwealth Financial Network Compass Brokerage, Inc. Contemporary Financial Solutions, Inc. Credit Suisse CUNA Brokerage Services, Inc. CUSO Financial Services, Inc. Equity Services, Inc. Fidelity Brokerage Services, LLC Fidelity Institutional Operations Company, Inc. Fifth Third Bank Financial Network Investment Corporation Fiserv Frost Brokerage Services, Inc. Frost National Bank FSC Securities Corporation Fund Services Advisors Goldman Sachs Great West Life & Annuity Company Guaranty Bank & Trust Guardian Insurance & Annuity Company, Inc. GunnAllen Financial Harris Nesbitt Burns H. D. Vest Investment Securities, Inc. Hilliard Lyons, Inc. Hornor Townsend & Kent, Inc. Huntington ING Financial Partners, Inc. ING USA Annuity and Life Insurance Company Intersecurities, Inc. INVEST Financial Corporation, Inc. Investment Centers of America, Inc. Jefferson Pilot Securities Corporation JM Lummis Securities JP Morgan Chase LaSalle Lincoln Financial Advisors Corporation Lincoln Investment Planning, Inc. Linsco/Private Ledger Corporation M & I Trust M & T Securities, Inc. M M L Investors Services, Inc. Matrix McDonald Investments, Inc. Mellon Financial Merrill Lynch & Company, Inc. Merrill Lynch Life Insurance Company Metlife Securities, Inc. Meyer Financial Group Money Concepts Capital Corporation Morgan Keegan & Company, Inc. Morgan Stanley Morgan Stanley DW Inc. Multi-Financial Securities Corporation Mutual Service Corporation N F P Securities, Inc. NatCity Investments, Inc. National Planning Corporation Nationwide Investment Services Corporation New England Securities Corporation Next Financial Group, Inc. Northwestern Mutual Investment Services NYLIFE Distributors, LLC Oppenheimer & Company, Inc. Pershing LLC PFS Investments, Inc. Piper Jaffray & Company PNC Capital Markets Primevest Financial Services, Inc. Proequities, Inc. R B C Centura Securities, Inc. R B C Dain Rauscher, Inc. Raymond James & Associates, Inc. Raymond James Financial Services, Inc. Ross Sinclair and Associates Royal Alliance Associates, Inc. SCF Securities S I I Investments, Inc. Securities America, Inc. Sentra Securities Corporation Signator Investors, Inc. Simmons 1st Investment Group Spelman & Company, Inc. State Farm VP Management Corp State Street Bank & Trust Company SunAmerica Securities, Inc. SunGard Institutional Brokerage, Inc. Sungard Investment Products, Inc. SunTrust Bank, Central Florida, N.A. SunTrust Robinson Humphrey SWS Financial Services The (Wilson) William Financial Tower Square Securities, Inc. Transamerica Financial Advisors, Inc. Transamerica Life Insurance & Annuity Company Trust Management Network U.S. Bancorp Investments, Inc. UBS Financial Services Inc. Union Bank of California United Planner Financial Service USAllianz Securities, Inc. US Bank UVEST Financial Services, Inc. V S R Financial Services, Inc. VALIC Financial Advisors, Inc. vFinance Investments Wachovia Capital Markets LLC Wachovia Securities, LLC Walnut Street Securities, Inc. Waterstone Financial Group, Inc. Wells Fargo Investments, LLC Woodbury Financial Services, Inc. X C U Capital Corporation, Inc. Zions Bank H-1 APPENDIX I-1 PENDING LITIGATION ALLEGING MARKET TIMING The following civil lawsuits, including purported class action and shareholder derivative suits, involve, depending on the lawsuit, one or more AIM Funds, IFG, Invesco Aim, Invesco Aim Management and certain related entities, certain of their current and former officers and/or certain unrelated third parties and are based on allegations of improper market timing and related activity in the AIM Funds. These lawsuits either have been served or have had service of process waived (with the exception of the Sayegh lawsuit discussed below). RICHARD LEPERA, ON BEHALF OF HIMSELF AND ALL OTHERS SIMILARLY SITUATED, V. INVESCO FUNDS GROUP, INC., INVESCO STOCK FUNDS, INC., INVESCO BOND FUNDS, INC., INVESCO SECTOR FUNDS, INC. AND DOE DEFENDANTS 1-100, in the District Court, City and County of Denver, Colorado, (Civil Action No. 03-CV-7600), filed on October 2, 2003. This claim alleges: common law breach of fiduciary duty; common law breach of contract; and common law tortious interference with contract. The plaintiff in this case is seeking: compensatory and punitive damages; injunctive relief; disgorgement of revenues and profits; and costs and expenses, including counsel fees and expert fees. MIKE SAYEGH, ON BEHALF OF THE GENERAL PUBLIC, V. JANUS CAPITAL CORPORATION, JANUS CAPITAL MANAGEMENT LLC, JANUS INVESTMENT FUND, EDWARD J. STERN, CANARY CAPITAL PARTNERS LLC, CANARY INVESTMENT MANAGEMENT LLC, CANARY CAPITAL PARTNERS LTD., KAPLAN & CO. SECURITIES INC., BANK ONE CORPORATION, BANC ONE INVESTMENT ADVISORS, THE ONE GROUP MUTUAL FUNDS, BANK OF AMERICA CORPORATION, BANC OF AMERICA CAPITAL MANAGEMENT LLC, BANC OF AMERICA ADVISORS LLC, NATIONS FUND INC., ROBERT H. GORDON, THEODORE H. SIHPOL III, CHARLES D. BRYCELAND, SECURITY TRUST COMPANY, STRONG CAPITAL MANAGEMENT INC., JB OXFORD & COMPANY, ALLIANCE CAPITAL MANAGEMENT HOLDING L.P., ALLIANCE CAPITAL MANAGEMENT L.P., ALLIANCE CAPITAL MANAGEMENT CORPORATION, AXA FINANCIAL INC., ALLIANCEBERNSTEIN REGISTRANTS, GERALD MALONE, CHARLES SCHAFFRAN, MARSH & MCLENNAN COMPANIES, INC., PUTNAM INVESTMENTS TRUST, PUTNAM INVESTMENT MANAGEMENT LLC, PUTNAM INVESTMENT FUNDS, AND DOES 1-500, in the Superior Court of the State of California, County of Los Angeles (Case No. BC304655), filed on October 22, 2003 and amended on December 17, 2003 to substitute INVESCO Funds Group, Inc. and Raymond R. Cunningham for unnamed Doe defendants. This claim alleges unfair business practices and violations of Sections 17200 and 17203 of the California Business and Professions Code. The plaintiff in this case is seeking: injunctive relief; restitution, including pre-judgment interest; an accounting to determine the amount to be returned by the defendants and the amount to be refunded to the public; the creation of an administrative process whereby injured customers of the defendants receive their losses; and counsel fees. RAJ SANYAL, DERIVATIVELY ON BEHALF OF NATIONS INTERNATIONAL EQUITY FUND, V. WILLIAM P. CARMICHAEL, WILLIAM H. GRIGG, THOMAS F. KELLER, CARL E. MUNDY, JR., CORNELIUS J. PINGS, A. MAX WALKER, CHARLES B. WALKER, EDMUND L. BENSON, III, ROBERT H. GORDON, JAMES B. SOMMERS, THOMAS S. WORD, JR., EDWARD D. BEDARD, GERALD MURPHY, ROBERT B. CARROLL, INVESCO GLOBAL ASSET MANAGEMENT, PUTNAM INVESTMENT MANAGEMENT, BANK OF AMERICA CORPORATION, MARSICO CAPITAL MANAGEMENT, LLC, BANC OF AMERICA ADVISORS, LLC, BANC OF AMERICA CAPITAL MANAGEMENT, LLC, AND NATIONS FUNDS TRUST, in the Superior Court Division, I-1 State of North Carolina (Civil Action No. 03-CVS-19622), filed on November 14, 2003. This claim alleges common law breach of fiduciary duty; abuse of control; gross mismanagement; waste of fund assets; and unjust enrichment. The plaintiff in this case is seeking: injunctive relief, including imposition of a constructive trust; damages; restitution and disgorgement; and costs and expenses, including counsel fees and expert fees. L. SCOTT KARLIN, DERIVATIVELY ON BEHALF OF INVESCO FUNDS GROUP, INC. V. AMVESCAP, PLC, INVESCO, INC., CANARY CAPITAL PARTNERS, LLC, CANARY INVESTMENT MANAGEMENT, LLC, AND CANARY CAPITAL PARTNERS, LTD., in the United States District Court, District of Colorado (Civil Action No. 03-MK-2406), filed on November 28, 2003. This claim alleges violations of Section 36(b) of the Investment Company Act of 1940 ("Investment Company Act"), and common law breach of fiduciary duty. The plaintiff in this case is seeking damages and costs and expenses, including counsel fees and expert fees. RICHARD RAVER, INDIVIDUALLY AND ON BEHALF OF ALL OTHERS SIMILARLY SITUATED, V. INVESCO FUNDS GROUP, INC., INVESCO STOCK FUNDS, INC, AIM MANAGEMENT GROUP, INC., AIM STOCK FUNDS, AIM STOCK FUNDS, INC., AMVESCAP PLC, INVESCO ADVANTAGE HEALTH SCIENCES FUND, INVESCO CORE EQUITY FUND, INVESCO DYNAMICS FUND, INVESCO ENERGY FUND, INVESCO FINANCIAL SERVICES FUND, INVESCO GOLD & PRECIOUS METALS FUND, INVESCO HEALTH SCIENCES FUND, INVESCO INTERNATIONAL CORE EQUITY FUND, INVESCO LEISURE FUND, INVESCO MID-CAP GROWTH FUND, INVESCO MULTI-SECTOR FUND, INVESCO S&P 500 INDEX FUND, INVESCO SMALL COMPANY GROWTH FUND, INVESCO TECHNOLOGY FUND, INVESCO TOTAL RETURN FUND, INVESCO UTILITIES FUND, INVESCO ADVANTAGE FUND, INVESCO BALANCED FUND, INVESCO EUROPEAN FUND, INVESCO GROWTH FUND, INVESCO HIGH YIELD FUND, INVESCO GROWTH & INCOME FUND, INVESCO INTERNATIONAL BLUE CHIP VALUE FUND, INVESCO REAL ESTATE OPPORTUNITY FUND, INVESCO SELECT FUND, INVESCO TAX-FREE BOND FUND, INVESCO TELECOMMUNICATIONS FUND, INVESCO U.S. GOVERNMENT SECURITIES FUND, INVESCO VALUE FUND, EDWARD J. STERN, CANARY INVESTMENT MANAGEMENT, LLC, CANARY CAPITAL PARTNERS, LTD., CANARY CAPITAL PARTNERS, LLC, AND DOES 1-100, in the United States District Court, District of Colorado (Civil Action No. 03-F-2441), filed on December 2, 2003. This claim alleges violations of: Sections 11 and 15 of the Securities Act of 1933 (the "Securities Act"); Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 (the "Exchange Act"); Rule 10b-5 under the Exchange Act; and Sections 34(b), 36(a) and 36(b) of the Investment Company Act. The claim also alleges common law breach of fiduciary duty. The plaintiffs in this case are seeking: damages; pre-judgment and post-judgment interest; counsel fees and expert fees; and other relief. JERRY FATTAH, CUSTODIAN FOR BASIM FATTAH, INDIVIDUALLY AND ON BEHALF OF ALL OTHERS SIMILARLY SITUATED, V. INVESCO ADVANTAGE HEALTH SCIENCES FUND, INVESCO CORE EQUITY FUND, INVESCO DYNAMICS FUND, INVESCO ENERGY FUND, INVESCO FINANCIAL SERVICES FUND, INVESCO GOLD & PRECIOUS METALS FUND, INVESCO HEALTH SCIENCES FUND, INVESCO INTERNATIONAL CORE EQUITY FUND (FORMERLY KNOWN AS INTERNATIONAL BLUE CHIP VALUE FUND), INVESCO LEISURE FUND, INVESCO MID-CAP GROWTH FUND, INVESCO MULTI-SECTOR FUND, AIM INVESCO S&P 500 INDEX FUND, INVESCO SMALL COMPANY GROWTH FUND, INVESCO TECHNOLOGY FUND, INVESCO TOTAL RETURN FUND, INVESCO UTILITIES FUND, AIM MONEY MARKET FUND, AIM INVESCO TAX-FREE MONEY FUND, AIM INVESCO TREASURER'S MONEY MARKET RESERVE FUND, AIM INVESCO TREASURER'S TAX-EXEMPT RESERVE FUND, AIM INVESCO U.S. GOVERNMENT MONEY FUND, INVESCO ADVANTAGE I-2 FUND, INVESCO BALANCED FUND, INVESCO EUROPEAN FUND, INVESCO GROWTH FUND, INVESCO HIGH YIELD FUND, INVESCO GROWTH & INCOME FUND, INVESCO REAL ESTATE OPPORTUNITY FUND, INVESCO SELECT INCOME FUND, INVESCO TAX-FREE BOND FUND, INVESCO TELECOMMUNICATIONS FUND, INVESCO U.S. GOVERNMENT SECURITIES FUND, INVESCO VALUE FUND, INVESCO, INVESCO LATIN AMERICAN GROWTH FUND (COLLECTIVELY KNOWN AS THE "INVESCO FUNDS"), AIM STOCK FUNDS, AIM COUNSELOR SERIES TRUST, AIM SECTOR FUNDS INC., AIM BOND FUNDS INC., AIM COMBINATION STOCK AND BOND FUNDS INC., AIM MONEY MARKET FUNDS INC., AIM INTERNATIONAL FUNDS INC. (COLLECTIVELY KNOWN AS THE "INVESCO FUNDS REGISTRANTS"), AMVESCAP PLC, INVESCO FUNDS GROUP INC., TIMOTHY MILLER, RAYMOND CUNNINGHAM, THOMAS KOLBE, EDWARD STERN, AMERICAN SKANDIA INC., BREAN MURRAY & CO., INC., CANARY CAPITAL PARTNERS, LLC, CANARY INVESTMENT MANAGEMENT, LLC, CANARY CAPITAL PARTNERS, LTD., AND JOHN DOES 1-100, in the United States District Court, District of Colorado (Civil Action No. 03-F-2456), filed on December 4, 2003. This claim alleges violations of: Sections 11 and 15 of Securities Act; Sections 10(b) and 20(a) of the Exchange Act; Rule 10b-5 under the Exchange Act; and Section 206 of the Investment Advisers Act of 1940, as amended (the "Advisers Act"). The plaintiffs in this case are seeking: compensatory damages; rescission; return of fees paid; accounting for wrongfully gotten gains, profits and compensation; restitution and disgorgement; and other costs and expenses, including counsel fees and expert fees. EDWARD LOWINGER AND SHARON LOWINGER, INDIVIDUALLY AND ON BEHALF OF ALL OTHERS SIMILARLY SITUATED, V. INVESCO ADVANTAGE HEALTH SCIENCES FUND, INVESCO CORE EQUITY FUND, INVESCO DYNAMICS FUND, INVESCO ENERGY FUND, INVESCO FINANCIAL SERVICES FUND, INVESCO GOLD & PRECIOUS METALS FUND, INVESCO HEALTH SCIENCES FUND, INVESCO INTERNATIONAL CORE EQUITY FUND (FORMERLY KNOWN AS INTERNATIONAL BLUE CHIP VALUE FUND), INVESCO LEISURE FUND, INVESCO MID-CAP GROWTH FUND, INVESCO MULTI-SECTOR FUND, AIM INVESCO S&P 500 INDEX FUND, INVESCO SMALL COMPANY GROWTH FUND, INVESCO TECHNOLOGY FUND, INVESCO TOTAL RETURN FUND, INVESCO UTILITIES FUND, AIM MONEY MARKET FUND, AIM INVESCO TAX-FREE MONEY FUND, AIM INVESCO TREASURER'S MONEY MARKET RESERVE FUND, AIM INVESCO TREASURER'S TAX-EXEMPT RESERVE FUND, AIM INVESCO U.S. GOVERNMENT MONEY FUND, INVESCO ADVANTAGE FUND, INVESCO BALANCED FUND, INVESCO EUROPEAN FUND, INVESCO GROWTH FUND, INVESCO HIGH-YIELD FUND, INVESCO GROWTH & INCOME FUND, INVESCO REAL ESTATE OPPORTUNITY FUND, INVESCO SELECT INCOME FUND, INVESCO TAX-FREE BOND FUND, INVESCO TELECOMMUNICATIONS FUND, INVESCO U.S. GOVERNMENT SECURITIES FUND, INVESCO VALUE FUND, INVESCO; INVESCO LATIN AMERICAN GROWTH FUND (COLLECTIVELY KNOWN AS THE "INVESCO FUNDS"), AIM STOCK FUNDS, AIM COUNSELOR SERIES TRUST, AIM SECTOR FUNDS INC., AIM BOND FUNDS INC., AIM COMBINATION STOCK AND BOND FUNDS INC., AIM MONEY MARKET FUNDS INC., AIM INTERNATIONAL FUNDS INC. (COLLECTIVELY KNOWN AS THE "INVESCO FUNDS REGISTRANTS"), AMVESCAP PLC, INVESCO FUNDS GROUP, INC., TIMOTHY MILLER, RAYMOND CUNNINGHAM, THOMAS KOLBE, EDWARD J. STERN, AMERICAN SKANDIA INC., BREAN MURRAY & CO., INC., CANARY CAPITAL PARTNERS, LLC, CANARY INVESTMENT MANAGEMENT, LLC, CANARY CAPITAL PARTNERS, LTD., AND JOHN DOES 1-100, in the United States District Court, Southern District of New York (Civil Action No. 03-CV-9634), filed on December 4, 2003. This claim alleges violations of: Sections 11 and 15 of the Securities Act; Sections 10(b) and 20(a) of the Exchange Act; Rule 10b-5 under the Exchange Act; and Section 206 of the Advisers Act. The plaintiffs in this case are seeking: compensatory damages; rescission; return of fees I-3 paid; accounting for wrongfully gotten gains, profits and compensation; restitution and disgorgement; and other costs and expenses, including counsel fees and expert fees. JOEL GOODMAN, INDIVIDUALLY AND ON BEHALF OF ALL OTHERS SIMILARLY SITUATED, V. INVESCO FUNDS GROUP, INC. AND RAYMOND R. CUNNINGHAM, in the District Court, City and County of Denver, Colorado (Case Number 03CV9268), filed on December 5, 2003. This claim alleges common law breach of fiduciary duty and aiding and abetting breach of fiduciary duty. The plaintiffs in this case are seeking: injunctive relief; accounting for all damages and for all profits and any special benefits obtained; disgorgement; restitution and damages; costs and disbursements, including counsel fees and expert fees; and equitable relief. STEVEN B. EHRLICH, CUSTODIAN FOR ALEXA P. EHRLICH, UGTMA/FLORIDA, AND DENNY P. JACOBSON, INDIVIDUALLY AND ON BEHALF OF ALL OTHERS SIMILARLY SITUATED, V. INVESCO ADVANTAGE HEALTH SCIENCES FUND, INVESCO CORE EQUITY FUND, INVESCO DYNAMICS FUND, INVESCO ENERGY FUND, INVESCO FINANCIAL SERVICES FUND, INVESCO GOLD & PRECIOUS METALS FUND, INVESCO HEALTH SCIENCES FUND, INVESCO INTERNATIONAL CORE EQUITY FUND (FORMERLY KNOWN AS INTERNATIONAL BLUE CHIP VALUE FUND), INVESCO LEISURE FUND, INVESCO MID-CAP GROWTH FUND, INVESCO MULTI-SECTOR FUND, AIM INVESCO S&P 500 INDEX FUND, INVESCO SMALL COMPANY GROWTH FUND, INVESCO TECHNOLOGY FUND, INVESCO TOTAL RETURN FUND, INVESCO UTILITIES FUND, AIM MONEY MARKET FUND, AIM INVESCO TAX-FREE MONEY FUND, AIM INVESCO TREASURERS MONEY MARKET RESERVE FUND, AIM INVESCO TREASURERS TAX-EXEMPT RESERVE FUND, AIM INVESCO US GOVERNMENT MONEY FUND, INVESCO ADVANTAGE FUND, INVESCO BALANCED FUND, INVESCO EUROPEAN FUND, INVESCO GROWTH FUND, INVESCO HIGH-YIELD FUND, INVESCO GROWTH & INCOME FUND, INVESCO REAL ESTATE OPPORTUNITY FUND, INVESCO SELECT INCOME FUND, INVESCO TAX-FREE BOND FUND, INVESCO TELECOMMUNICATIONS FUND, INVESCO U.S. GOVERNMENT SECURITIES FUND, INVESCO VALUE FUND, INVESCO LATIN AMERICAN GROWTH FUND (COLLECTIVELY KNOWN AS THE "INVESCO FUNDS"), AIM STOCK FUNDS, AIM COUNSELOR SERIES TRUST, AIM SECTOR FUNDS INC., AIM BOND FUNDS INC., AIM COMBINATION STOCK AND BOND FUNDS INC., AIM MONEY MARKET FUNDS INC., AIM INTERNATIONAL FUNDS INC. (COLLECTIVELY KNOWN AS THE "INVESCO FUNDS REGISTRANTS"), AMVESCAP PLC, INVESCO FUNDS GROUP, INC., TIMOTHY MILLER, RAYMOND CUNNINGHAM, THOMAS KOLBE, EDWARD J. STERN, AMERICAN SKANDIA INC., BREAN MURRAY & CO., INC., CANARY CAPITAL PARTNERS, LLC, CANARY INVESTMENT MANAGEMENT, LLC, CANARY CAPITAL PARTNERS, LTD., AND JOHN DOES 1-100, in the United States District Court, District of Colorado (Civil Action No. 03-N-2559), filed on December 17, 2003. This claim alleges violations of: Sections 11 and 15 of the Securities Act; Sections 10(b) and 20(a) of the Exchange Act; Rule 10b-5 under the Exchange Act; and Section 206 of the Advisers Act. The plaintiffs in this case are seeking: compensatory damages; rescission; return of fees paid; accounting for wrongfully gotten gains, profits and compensation; restitution and disgorgement; and other costs and expenses, including counsel fees and expert fees. JOSEPH R. RUSSO, INDIVIDUALLY AND ON BEHALF OF ALL OTHERS SIMILARLY SITUATED, V. INVESCO ADVANTAGE HEALTH SCIENCES FUND, INVESCO CORE EQUITY FUND, INVESCO DYNAMICS FUND, INVESCO ENERGY FUND, INVESCO FINANCIAL SERVICES FUND, INVESCO GOLD & PRECIOUS METALS FUND, INVESCO HEALTH SCIENCES FUND, INVESCO INTERNATIONAL CORE EQUITY FUND (FORMERLY KNOWN AS INTERNATIONAL BLUE CHIP VALUE FUND), INVESCO LEISURE FUND, INVESCO MID-CAP GROWTH FUND, INVESCO MULTI-SECTOR FUND, AIM INVESCO S&P 500 INDEX FUND, INVESCO SMALL COMPANY I-4 GROWTH FUND, INVESCO TECHNOLOGY FUND, INVESCO TOTAL RETURN FUND, INVESCO UTILITIES FUND, AIM MONEY MARKET FUND, AIM INVESCO TAX-FREE MONEY FUND, AIM INVESCO TREASURERS MONEY MARKET RESERVE FUND, AIM INVESCO TREASURERS TAX-EXEMPT RESERVE FUND, AIM INVESCO US GOVERNMENT MONEY FUND, INVESCO ADVANTAGE FUND, INVESCO BALANCED FUND, INVESCO EUROPEAN FUND, INVESCO GROWTH FUND, INVESCO HIGH-YIELD FUND, INVESCO GROWTH & INCOME FUND, INVESCO REAL ESTATE OPPORTUNITY FUND, INVESCO SELECT INCOME FUND, INVESCO TAX-FREE BOND FUND, INVESCO TELECOMMUNICATIONS FUND, INVESCO U.S. GOVERNMENT SECURITIES FUND, INVESCO VALUE FUND, INVESCO LATIN AMERICAN GROWTH FUND (COLLECTIVELY KNOWN AS THE "INVESCO FUNDS"), AIM STOCK FUNDS, AIM COUNSELOR SERIES TRUST, AIM SECTOR FUNDS INC., AIM BOND FUNDS INC., AIM COMBINATION STOCK AND BOND FUNDS INC., AIM MONEY MARKET FUNDS INC., AIM INTERNATIONAL FUNDS INC. (COLLECTIVELY KNOWN AS THE "INVESCO FUNDS REGISTRANTS"), AMVESCAP PLC, INVESCO FUNDS GROUP, INC., TIMOTHY MILLER, RAYMOND CUNNINGHAM, THOMAS KOLBE, EDWARD J. STERN, AMERICAN SKANDIA INC., BREAN MURRAY & CO., INC., CANARY CAPITAL PARTNERS, LLC, CANARY INVESTMENT MANAGEMENT, LLC, CANARY CAPITAL PARTNERS, LTD., AND JOHN DOES 1-100, in the United States District Court, Southern District of New York (Civil Action No. 03-CV-10045), filed on December 18, 2003. This claim alleges violations of: Sections 11 and 15 of the Securities Act; Sections 10(b) and 20(a) of the Exchange Act; Rule 10b-5 under the Exchange Act; and Section 206 of the Advisers Act. The plaintiffs in this case are seeking: compensatory damages; rescission; return of fees paid; accounting for wrongfully gotten gains, profits and compensation; restitution and disgorgement; and other costs and expenses, including counsel fees and expert fees. MIRIAM CALDERON, INDIVIDUALLY AND ON BEHALF OF ALL OTHERS SIMILARLY SITUATED, V. AMVESCAP PLC, AVZ, INC., AMVESCAP RETIREMENT, INC., AMVESCAP NATIONAL TRUST COMPANY, ROBERT F. MCCULLOUGH, GORDON NEBEKER, JEFFREY G. CALLAHAN, INVESCO FUNDS GROUP, INC., RAYMOND R. CUNNINGHAM, AND DOES 1-100, in the United States District Court, District of Colorado (Civil Action No. 03-M-2604), filed on December 24, 2003. This claim alleges violations of Sections 404, 405 and 406B of the Employee Retirement Income Security Act ("ERISA"). The plaintiffs in this case are seeking: declarations that the defendants breached their ERISA fiduciary duties and that they are not entitled to the protection of Section 404(c)(1)(B) of ERISA; an order compelling the defendants to make good all losses to a particular retirement plan described in this case (the "Retirement Plan") resulting from the defendants' breaches of their fiduciary duties, including losses to the Retirement Plan resulting from imprudent investment of the Retirement Plan's assets, and to restore to the Retirement Plan all profits the defendants made through use of the Retirement Plan's assets, and to restore to the Retirement Plan all profits which the participants would have made if the defendants had fulfilled their fiduciary obligations; damages on behalf of the Retirement Plan; imposition of a constructive trust, injunctive relief, damages suffered by the Retirement Plan, to be allocated proportionately to the participants in the Retirement Plan; restitution and other costs and expenses, including counsel fees and expert fees. PAT B. GORSUCH AND GEORGE L. GORSUCH V. INVESCO FUNDS GROUP, INC. AND AIM ADVISER, INC., in the United States District Court, District of Colorado (Civil Action No. 03-MK-2612), filed on December 24, 2003. This claim alleges violations of Sections 15(a), 20(a) and 36(b) of the Investment Company Act. The plaintiffs in this case are seeking: rescission and/or voiding of the investment advisory agreements; return of fees paid; damages; and other costs and expenses, including counsel fees and expert fees. I-5 LORI WEINRIB, INDIVIDUALLY AND ON BEHALF OF ALL OTHERS SIMILARLY SITUATED, V. INVESCO FUNDS GROUP, INC., AIM STOCK FUNDS, AIM COUNSELOR SERIES TRUST, AIM SECTOR FUNDS INC., AIM BOND FUNDS INC., AIM COMBINATION STOCK AND BOND FUNDS INC., AIM MONEY MARKET FUNDS INC., AIM INTERNATIONAL FUNDS INC., AMVESCAP PLC, TIMOTHY MILLER, RAYMOND CUNNINGHAM, THOMAS KOLBE, EDWARD J. STERN, AMERICAN SKANDIA INC., BREAN MURRAY & CO., INC., CANARY CAPITAL PARTNERS, LLC, CANARY INVESTMENT MANAGEMENT, LLC, CANARY CAPITAL PARTNERS, LTD., AND JOHN DOES 1-100, in the United States District Court, Southern District of New York (Civil Action No. 04-CV-00492), filed on January 21, 2004. This claim alleges violations of: Sections 11 and 15 of the 1933 Act; Sections 10(b) and 20(a) of the Exchange Act; Rule 10b-5 under the Exchange Act; and Section 206 of the Advisers Act. The plaintiffs in this case are seeking: compensatory damages; rescission; return of fees paid; accounting for wrongfully gotten gains, profits and compensation; restitution and disgorgement; and other costs and expenses, including counsel fees and expert fees. ROBERT S. BALLAGH, JR., INDIVIDUALLY AND ON BEHALF OF ALL OTHERS SIMILARLY SITUATED, V. INVESCO FUNDS GROUP, INC., INVESCO STOCK FUNDS, INC., AIM MANAGEMENT GROUP, INC., AIM STOCK FUNDS, AIM STOCK FUNDS, INC., AMVESCAP PLC, INVESCO ADVANTAGE HEALTH SCIENCES FUND, INVESCO CORE EQUITY FUND, INVESCO DYNAMICS FUND, INVESCO ENERGY FUND, INVESCO FINANCIAL SERVICES FUND, INVESCO GOLD & PRECIOUS METALS FUND, INVESCO HEALTH SCIENCES FUND, INVESCO INTERNATIONAL CORE EQUITY FUND, INVESCO LEISURE FUND, INVESCO MID-CAP GROWTH FUND, INVESCO MULTI-SECTOR FUND, INVESCO S&P 500 INDEX FUND, INVESCO SMALL COMPANY GROWTH FUND, INVESCO TECHNOLOGY FUND, INVESCO TOTAL RETURN FUND, INVESCO UTILITIES FUND, INVESCO ADVANTAGE FUND, INVESCO BALANCED FUND, INVESCO EUROPEAN FUND, INVESCO GROWTH FUND, INVESCO HIGH YIELD FUND, INVESCO GROWTH & INCOME FUND, INVESCO INTERNATIONAL BLUE CHIP VALUE FUND, INVESCO REAL ESTATE OPPORTUNITY FUND, INVESCO SELECT FUND, INVESCO TAX-FREE BOND FUND, INVESCO TELECOMMUNICATIONS FUND, INVESCO U.S. GOVERNMENT SECURITIES FUND, INVESCO VALUE FUND, EDWARD J. STERN, CANARY INVESTMENT MANAGEMENT, LLC, CANARY CAPITAL PARTNERS, LTD., CANARY CAPITAL PARTNERS, LLC, AND DOES 1-100, in the United States District Court, District of Colorado (Civil Action No. 04-MK-0152), filed on January 28, 2004. This claim alleges violations of: Sections 11 and 15 of the Securities Act; Sections 10(b) and 20(a) of the Exchange Act; Rule 10b-5 under the Exchange Act; and Sections 34(b), 36(a) and 36(b) of the Investment Company Act. The claim also alleges common law breach of fiduciary duty. The plaintiffs in this case are seeking: damages; pre-judgment and post-judgment interest; counsel fees and expert fees; and other relief. JONATHAN GALLO, INDIVIDUALLY AND ON BEHALF OF ALL OTHERS SIMILARLY SITUATED, V. INVESCO FUNDS GROUP, INC., INVESCO STOCK FUNDS, INC., AIM MANAGEMENT GROUP, INC., AIM STOCK FUNDS, AIM STOCK FUNDS, INC., AMVESCAP PLC, INVESCO ADVANTAGE HEALTH SCIENCES FUND, INVESCO CORE EQUITY FUND, INVESCO DYNAMICS FUND, INVESCO ENERGY FUND, INVESCO FINANCIAL SERVICES FUND, INVESCO GOLD & PRECIOUS METALS FUND, INVESCO HEALTH SCIENCES FUND, INVESCO INTERNATIONAL CORE EQUITY FUND, INVESCO LEISURE FUND, INVESCO MID-CAP GROWTH FUND, INVESCO MULTI-SECTOR FUND, INVESCO S&P 500 INDEX FUND, INVESCO SMALL COMPANY GROWTH FUND, INVESCO TECHNOLOGY FUND, INVESCO TOTAL RETURN FUND, INVESCO UTILITIES FUND, INVESCO ADVANTAGE FUND, INVESCO BALANCED FUND, INVESCO EUROPEAN FUND, INVESCO GROWTH FUND, INVESCO HIGH YIELD FUND, INVESCO GROWTH & INCOME FUND, INVESCO INTERNATIONAL BLUE CHIP VALUE FUND, INVESCO REAL ESTATE I-6 OPPORTUNITY FUND, INVESCO SELECT FUND, INVESCO TAX-FREE BOND FUND, INVESCO TELECOMMUNICATIONS FUND, INVESCO U.S. GOVERNMENT SECURITIES FUND, INVESCO VALUE FUND, EDWARD J. STERN, CANARY INVESTMENT MANAGEMENT, LLC, CANARY CAPITAL PARTNERS, LTD., CANARY CAPITAL PARTNERS, LLC, AND DOES 1-100, in the United States District Court, District of Colorado (Civil Action No. 04-MK-0151), filed on January 28, 2004. This claim alleges violations of: Sections 11 and 15 of the Securities Act; Sections 10(b) and 20(a) of the Exchange Act; Rule 10b-5 under the Exchange Act; and Sections 34(b), 36(a) and 36(b) of the Investment Company Act. The claim also alleges common law breach of fiduciary duty. The plaintiffs in this case are seeking: damages; pre-judgment and post-judgment interest; counsel fees and expert fees; and other relief. EILEEN CLANCY, INDIVIDUALLY AND ON BEHALF OF ALL OTHERS SIMILARLY SITUATED, V. INVESCO ADVANTAGE HEALTH SCIENCES FUND, INVESCO CORE EQUITY FUND, INVESCO DYNAMICS FUND, INVESCO ENERGY FUND, INVESCO FINANCIAL SERVICES FUND, INVESCO GOLD & PRECIOUS METALS FUND, INVESCO HEALTH SCIENCES FUND, INVESCO INTERNATIONAL CORE EQUITY FUND (FORMERLY KNOWN AS INTERNATIONAL BLUE CHIP VALUE FUND), INVESCO LEISURE FUND, INVESCO MID-CAP GROWTH FUND, INVESCO MULTI-SECTOR FUND, AIM INVESCO S&P 500 INDEX FUND, INVESCO SMALL COMPANY GROWTH FUND, INVESCO TECHNOLOGY FUND, INVESCO TOTAL RETURN FUND, INVESCO UTILITIES FUND, AIM MONEY MARKET FUND, AIM INVESCO TAX-FREE MONEY FUND, AIM INVESCO TREASURER'S MONEY MARKET RESERVE FUND, AIM INVESCO TREASURER'S TAX-EXEMPT RESERVE FUND, AIM INVESCO US GOVERNMENT MONEY FUND, INVESCO ADVANTAGE FUND, INVESCO BALANCED FUND, INVESCO EUROPEAN FUND, INVESCO GROWTH FUND, INVESCO HIGH-YIELD FUND, INVESCO GROWTH & INCOME FUND, INVESCO REAL ESTATE OPPORTUNITY FUND, INVESCO SELECT INCOME FUND, INVESCO TAX-FREE BOND FUND, INVESCO TELECOMMUNICATIONS FUND, INVESCO U.S. GOVERNMENT SECURITIES FUND, INVESCO VALUE FUND, INVESCO, INVESCO LATIN AMERICAN GROWTH FUND (COLLECTIVELY KNOWN AS THE "INVESCO FUNDS"), AIM STOCK FUNDS, AIM COUNSELOR SERIES TRUST, AIM SECTOR FUNDS INC., AIM BOND FUNDS INC., AIM COMBINATION STOCK AND BOND FUNDS INC., AIM MONEY MARKET FUNDS INC., AIM INTERNATIONAL FUNDS INC. (COLLECTIVELY KNOWN AS THE "INVESCO FUNDS REGISTRANTS"), AMVESCAP PLC, INVESCO FUNDS GROUP, INC., TIMOTHY MILLER, RAYMOND CUNNINGHAM AND THOMAS KOLBE, in the United States District Court, Southern District of New York (Civil Action No. 04-CV-0713), filed on January 30, 2004. This claim alleges violations of Sections 11 and 15 of the Securities Act. The plaintiffs in this case are seeking: compensatory damages, rescission; return of fees paid; and other costs and expenses, including counsel fees and expert fees. SCOTT WALDMAN, ON BEHALF OF HIMSELF AND ALL OTHERS SIMILARLY SITUATED, V. INVESCO FUNDS GROUP, INC., INVESCO DYNAMICS FUND, INVESCO EUROPEAN FUND, INVESCO SMALL COMPANY GROWTH FUND, INVESCO TECHNOLOGY FUND, AIM STOCK FUNDS, AIM COUNSELOR SERIES TRUST, AIM SECTOR FUNDS INC., AIM BOND FUNDS INC., AIM COMBINATION STOCK AND BOND FUNDS INC., AIM MONEY MARKET FUNDS INC., AIM INTERNATIONAL FUNDS INC., AMVESCAP PLC, AND RAYMOND CUNNINGHAM, in the United States District Court, Southern District of New York (Civil Action No. 04-CV-00915), filed on February 3, 2004. This claim alleges violations of Sections 11 and 15 of the Securities Act and common law breach of fiduciary duty. The plaintiffs in this case are seeking compensatory damages; injunctive relief; and costs and expenses, including counsel fees and expert fees. I-7 CARL E. VONDER HAAR AND MARILYN P. MARTIN, ON BEHALF OF THEMSELVES AND ALL OTHERS SIMILARLY SITUATED, V. INVESCO FUNDS GROUP, INC., INVESCO STOCK FUNDS, INC. AND DOE DEFENDANTS 1-100, in the United States District Court, District of Colorado (Civil Action No. 04-CV-812), filed on February 5, 2004. This claim alleges: common law breach of fiduciary duty; breach of contract; and tortious interference with contract. The plaintiffs in this case are seeking: injunctive relief; damages; disgorgement; and costs and expenses, including counsel fees and expert fees. HENRY KRAMER, DERIVATIVELY ON BEHALF OF INVESCO ENERGY FUND, INVESCO STOCK FUNDS, INC., AND INVESCO MUTUAL FUNDS V. AMVESCAP, PLC, INVESCO FUNDS GROUP, INC., CANARY CAPITAL PARTNERS, LLC, CANARY INVESTMENT MANAGEMENT, LLC, AND CANARY CAPITAL PARTNERS, LTD., DEFENDANTS, AND INVESCO ENERGY FUND, INVESCO STOCK FUNDS, INC., AND INVESCO MUTUAL FUNDS, NOMINAL Defendants, in the United States District Court, District of Colorado (Civil Action No. 04-MK-0397), filed on March 4, 2004. This claim alleges violations of Section 36(b) of the Investment Company Act and common law breach of fiduciary duty. The plaintiff in this case is seeking damages and costs and expenses, including counsel fees and expert fees. CYNTHIA L. ESSENMACHER, DERIVATIVELY ON BEHALF OF THE INVESCO DYNAMICS FUND AND THE REMAINING "INVESCO FUNDS" V. INVESCO FUNDS GROUPS, INC., AMVESCAP PLC, AIM MANAGEMENT GROUP, INC., RAYMOND CUNNINGHAM, TIMOTHY MILLER, THOMAS KOLBE AND MICHAEL LEGOSKI, DEFENDANTS, AND INVESCO DYNAMICS FUND AND THE "INVESCO FUNDS", NOMINAL DEFENDANTS, in the United States District Court, District of Delaware (Civil Action No. 04-CV-188), filed on March 29, 2004. This claim alleges: violations of Section 36(b) of the Investment Company Act; violations of Section 206 of the Advisers Act; common law breach of fiduciary duty; and civil conspiracy. The plaintiff in this case is seeking: damages; injunctive relief; and costs and expenses, including counsel fees and expert fees. ANNE G. PERENTESIS (WIDOW) V. AIM INVESTMENTS, ET AL (INVESCO FUNDS GROUP, INC.), in the District Court of Maryland for Baltimore County (Case No. 080400228152005), filed on July 21, 2005. This claim alleges financial losses, mental anguish and emotional distress as a result of unlawful market timing and related activity by the defendants. The plaintiff in this case is seeking damages and costs and expenses. Pursuant to an Order of the MDL Court, plaintiffs in the above lawsuits (with the exception of Carl E. Vonder Haar, et al. v. INVESCO Funds Group, Inc. et al. and Mike Sayegh v. Janus Capital Corporation, et al.) consolidated their claims for pre-trial purposes into three amended complaints against various Invesco Aim- and IFG-related parties: (i) a Consolidated Amended Class Action Complaint purportedly brought on behalf of shareholders of the AIM Funds (the Lepera lawsuit discussed below); (ii) a Consolidated Amended Fund Derivative Complaint purportedly brought on behalf of the AIM Funds and fund registrants (the Essenmacher lawsuit discussed below); and (iii) an Amended Class Action Complaint for Violations of the Employee Retirement Income Securities Act ("ERISA") purportedly brought on behalf of participants in Invesco's 401(k) plan (the Calderon lawsuit discussed below). The plaintiffs in the Vonder Haar and Sayegh lawsuits continue to seek remand of their lawsuits to state court. Set forth below is detailed information about these three amended complaints. RICHARD LEPERA, INDIVIDUALLY AND ON BEHALF OF ALL OTHERS SIMILARLY SITUATED (LEAD PLAINTIFF: CITY OF CHICAGO DEFERRED COMPENSATION PLAN), V. INVESCO FUNDS GROUP, INC., AMVESCAP, PLC, AIM INVESTMENTS, AIM ADVISORS, INC., INVESCO INSTITUTIONAL (N.A.), INC., INVESCO ASSETS MANAGEMENT LIMITED, INVESCO GLOBAL ASSETS MANAGEMENT (N.A.), AIM I-8 STOCK FUNDS, AIM MUTUAL FUNDS, AIM COMBINATION STOCK & BOND FUNDS, AIM SECTOR FUNDS, AIM TREASURER'S SERIES TRUST, INVESCO DISTRIBUTORS, INC., AIM DISTRIBUTORS, INC., RAYMOND R. CUNNINGHAM, TIMOTHY J. MILLER, THOMAS A. KOLBE, MICHAEL D. LEGOSKI, MICHAEL K. BRUGMAN, MARK WILLIAMSON, EDWARD J. STERN, CANARY CAPITAL PARTNERS, LLC, CANARY INVESTMENT MANAGEMENT, LLC, CANARY CAPITAL PARTNERS, LTD., RYAN GOLDBERG, MICHAEL GRADY, CITIGROUP, INC., CITIGROUP GLOBAL MARKETS HOLDINGS, INC., SALOMON SMITH BARNEY, INC., MORGAN STANLEY DW, ANNA BRUGMAN, ANB CONSULTING, LLC, KAPLAN & CO. SECURITIES INC., SECURITY TRUST COMPANY, N.A., GRANT D. SEEGER, JB OXFORD HOLDINGS, INC., NATIONAL CLEARING CORPORATION, JAMES G. LEWIS, KRAIG L. KIBBLE, JAMES Y. LIN, BANK OF AMERICA CORPORATION, BANC OF AMERICA SECURITIES LLC, THEODORE C. SIHPOL, III, BEAR STEARNS & CO., INC., BEAR STEARNS SECURITIES CORP., CHARLES SCHWAB & CO., CREDIT SUISSE FIRST BOSTON (USA) INC., PRUDENTIAL FINANCIAL, INC., PRUDENTIAL SECURITIES, INC., CANADIAN IMPERIAL BANK OF COMMERCE, JP MORGAN CHASE AND CO., AND JOHN DOE DEFENDANTS 1-100, in the MDL Court (Case No. 04-MD-15864; No. 04-CV-00814-JFM) (originally in the United States District Court for the District of Colorado), filed on September 29, 2004. This lawsuit alleges violations of Sections 11, 12(a) (2), and 15 of the Securities Act; Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder; Section 20(a) of the Exchange Act; Sections 34(b), 36(a), 36(b) and 48(a) of the Investment Company Act; breach of fiduciary duty/constructive fraud; aiding and abetting breach of fiduciary duty; and unjust enrichment. The plaintiffs in this lawsuit are seeking: compensatory damages, including interest; and other costs and expenses, including counsel and expert fees. CYNTHIA ESSENMACHER, SILVANA G. DELLA CAMERA, FELICIA BERNSTEIN AS CUSTODIAN FOR DANIELLE BROOKE BERNSTEIN, EDWARD CASEY, TINA CASEY, SIMON DENENBERG, GEORGE L. GORSUCH, PAT B. GORSUCH, L. SCOTT KARLIN, HENRY KRAMER, JOHN E. MORRISEY, HARRY SCHIPPER, BERTY KREISLER, GERSON SMITH, CYNTHIA PULEO, ZACHARY ALAN STARR, JOSHUA GUTTMAN, AND AMY SUGIN, DERIVATIVELY ON BEHALF OF THE MUTUAL FUNDS, TRUSTS AND CORPORATIONS COMPRISING THE INVESCO AND AIM FAMILY OF MUTUAL FUNDS V. AMVESCAP, PLC, INVESCO FUNDS GROUP, INC., INVESCO DISTRIBUTORS, INC., INVESCO INSTITUTIONAL (N.A.), INC., INVESCO ASSETS MANAGEMENT LIMITED, INVESCO GLOBAL ASSETS MANAGEMENT (N.A.), AIM MANAGEMENT GROUP, INC., AIM ADVISERS, INC., AIM INVESTMENT SERVICES, INC., AIM DISTRIBUTORS, INC., FUND MANAGEMENT COMPANY, MARK H. WILLIAMSON, RAYMOND R. CUNNINGHAM, TIMOTHY MILLER, THOMAS KOLBE, MICHAEL LEGOSKI, MICHAEL BRUGMAN, FRED A. DEERING, VICTOR L. ANDREWS, BOB R. BAKER, LAWRENCE H. BUDNER, JAMES T. BUNCH, GERALD J. LEWIS, JOHN W. MCINTYRE, LARRY SOLL, RONALD L. GROOMS, WILLIAM J. GALVIN, JR., ROBERT H. GRAHAM, FRANK S. BAYLEY, BRUCE L. CROCKETT, ALBERT R. DOWDEN, EDWARD K. DUNN, JACK M. FIELDS, CARL FRISCHILING, PREMA MATHAI-DAVIS, LEWIS F. PENNOCK, RUTH H. QUIGLEY, LOUIS S. SKLAR, OWEN DALY II, AURUM SECURITIES CORP., AURUM CAPITAL MANAGEMENT CORP., GOLDEN GATE FINANCIAL GROUP, LLC, BANK OF AMERICA CORP., BANC OF AMERICA SECURITIES LLC, BANK OF AMERICA, N.A., BEAR STEARNS & CO., INC., CANARY CAPITAL PARTNERS, LLC, CANARY CAPITAL PARTNERS, LTD., CANARY INVESTMENT MANAGEMENT, LLC, EDWARD J. STERN, CANADIAN IMPERIAL BANK OF COMMERCE, CIRCLE TRUST COMPANY, RYAN GOLDBERG, MICHAEL GRADY, KAPLAN & CO. SECURITIES, INC., JP MORGAN CHASE & CO., OPPENHEIMER & CO., INC., PRITCHARD CAPITAL PARTNERS LLC, TIJA MANAGEMENT, TRAUTMAN WASSERMAN & COMPANY, INC., DEFENDANTS, AND THE INVESCO FUNDS AND THE AIM FUNDS AND ALL TRUSTS AND I-9 CORPORATIONS THAT COMPRISE THE INVESCO FUNDS AND AIM FUNDS THAT WERE MANAGED BY INVESCO AND AIM, NOMINAL DEFENDANTS, in the MDL Court (Case No. 04-MD-15864-FPS; No. 04-819), filed on September 29, 2004. This lawsuit alleges violations of Sections 206 and 215 of the Investment Advisers Act; Sections 36(a), 36(b) and 47 of the Investment Company Act; control person liability under Section 48 of the Investment Company Act; breach of fiduciary duty; aiding and abetting breach of fiduciary duty; breach of contract; unjust enrichment; interference with contract; and civil conspiracy. The plaintiffs in this lawsuit are seeking: removal of director defendants; removal of adviser, sub-adviser and distributor defendants; rescission of management and other contracts between the Funds and defendants; rescission of 12b-1 plans; disgorgement of management fees and other compensation/profits paid to adviser defendants; compensatory and punitive damages; and fees and expenses, including attorney and expert fees. MIRIAM CALDERON, INDIVIDUALLY AND ON BEHALF OF ALL OTHERS SIMILARLY SITUATED, V. AVZ, INC., AMVESCAP RETIREMENT, INC., AMVESCAP NATIONAL TRUST COMPANY, INVESCO FUNDS GROUP, INC., AMVESCAP, ROBERT F. MCCULLOUGH, GORDON NEBEKER, JEFFREY G. CALLAHAN, AND RAYMOND R. CUNNINGHAM, in the MDL Court (Case No. 1:04-MD-15864-FPS), filed on September 29, 2004. This lawsuit alleges violations of ERISA Sections 404, 405 and 406. The plaintiffs in this lawsuit are seeking: declaratory judgment; restoration of losses suffered by the plan; disgorgement of profits; imposition of a constructive trust; injunctive relief; compensatory damages; costs and attorneys' fees; and equitable restitution. On March 1, 2006, the MDL Court entered orders on Defendants' Motions to dismiss in the derivative (Essenmacher) and class action (Lepera) lawsuits. The MDL Court dismissed all derivative causes of action in the Essenmacher lawsuit but two: (i) the excessive fee claim under Section 36(b) of the Investment Company Act of 1940 (the "1940 Act"); and (ii) the "control person liability" claim under Section 48 of the 1940 Act. The MDL Court dismissed all claims asserted in the Lepera class action lawsuit but three: (i) the securities fraud claims under Section 10(b) of the Securities Exchange Act of 1934; (ii) the excessive fee claim under Section 36(b) of the 1940 Act (which survived only insofar as plaintiffs seek recovery of fees associated with the assets involved in market timing); and (iii) the "control person liability" claim under Section 48 of the 1940 Act. On June 14, 2006, the MDL Court entered an order dismissing the Section 48 claim in the derivative (Essenmacher) lawsuit. Based on the MDL Court's March 1, 2006 and June 14, 2006 orders, all claims asserted against the Funds that have been transferred to the MDL Court have been dismissed, although certain Funds remain nominal defendants in the derivative (Essenmacher) lawsuit. Defendants filed their Original Answer in the class action (Lepera) lawsuit on March 31, 2006. The MDL Court has indefinitely deferred Defendants' obligation to answer the derivative (Essenmacher) lawsuit. The Plaintiffs in the class action (Lepera) lawsuit stipulated that their claims against Invesco Aim, Invesco Aim Distributors and Invesco Aim Investment Services, Inc. ("Invesco Aim Investment Services") are based solely on successor liability for alleged timing in the AIM Funds formerly advised by IFG and that they are not making any claims based on alleged timing in the other AIM Funds. Based upon this stipulation, Invesco Aim withdrew its pending Motion to Dismiss the claims against Invesco Aim, Invesco Aim Distributors and Invesco Aim Investment Services. On July 3, 2007, the Defendants filed an Omnibus Motion to Dismiss in both the class action (Lepera) and derivative (Essenmacher) lawsuits based on Plaintiffs' lack of standing to sue for injuries to funds the Plaintiffs do not own. On October 19, 2007, Judge Motz for the MDL Court denied the Defendants' Motion to Dismiss. On January 5, 2008, the parties reached an agreement in principle to settle both the class action (Lepera) and the derivative (Essenmacher) lawsuits, subject to the MDL Court approval. Individual class members have the right to object. On September 15, 2006, Judge Motz for the MDL Court granted the Defendants' motion to dismiss the ERISA (Calderon) lawsuit and dismissed such lawsuit. The Plaintiff appealed this decision. On June 16, 2008, the Fourth Court of Appeals reversed the dismissal and remanded this lawsuit back to the MDL Court for further proceedings. On December 15, 2008, the parties reached an agreement in principle to I-10 settle this lawsuit, subject to the MDL Court approval. Individual class members have the right to object. No payments are required under the settlement; however, the parties agreed that certain limited changes to benefit plans and participants' accounts would be made. I-11 APPENDIX I-2 PENDING LITIGATION ALLEGING INADEQUATELY EMPLOYED FAIR VALUE PRICING The following civil class action lawsuits involves AIM Funds, IFG and/or Invesco Aim and allege that the defendants inadequately employed fair value pricing. These lawsuits either have been served or have had service of process waived. T.K. PARTHASARATHY, EDMUND WOODBURY, STUART ALLEN SMITH AND SHARON SMITH, INDIVIDUALLY AND ON BEHALF OF ALL OTHERS SIMILARLY SITUATED, V. T. ROWE PRICE INTERNATIONAL FUNDS, INC., T. ROWE PRICE INTERNATIONAL, INC., ARTISAN FUNDS, INC., ARTISAN PARTNERS LIMITED PARTNERSHIP, AIM INTERNATIONAL FUNDS, INC. AND AIM ADVISORS, INC., in the Third Judicial Circuit Court for Madison County, Illinois (Case No. 2003-L-001253), filed on September 23, 2003. This claim alleges: common law breach of duty and common law negligence and gross negligence. The plaintiffs in these cases are seeking: compensatory and punitive damages; interest; and attorneys' fees and costs. The Third Judicial Circuit Court for Madison County, Illinois has issued an order severing the claims of plaintiff Parthasarathy from the claims of the other plaintiffs against Invesco Aim and other defendants. As a result, Invesco Aim is a defendant in the following severed action: EDMUND WOODBURY, STUART ALLEN SMITH and SHARON SMITH, Individually and On Behalf of All Others Similarly Situated, v. AIM INTERNATIONAL FUNDS, INC., ET AL., in the Third Judicial Circuit Court for Madison County, Illinois (Case No. 03-L-1253A). The claims made by Plaintiffs and the relief sought in the Woodbury lawsuit are identical to those in the Parthasarathy lawsuit. This case has been through various procedural steps, including complete dismissal and appeals. The parties were contesting whether the proper venue for this action is the Federal District Court or the Illinois State Court. On July 17, 2007, the Federal District Court ordered this case remanded back to Illinois State Court. On January 1, 2008, the Illinois State Court denied defendants' Motion to Dismiss. Pursuant to a settlement agreement, Plaintiffs filed a Motion to Dismiss with prejudice, which was granted on May 6, 2008. JOHN BILSKI, INDIVIDUALLY AND ON BEHALF OF ALL OTHERS SIMILARLY SITUATED, V. AIM INTERNATIONAL FUNDS, INC., AIM ADVISORS, INC., INVESCO INTERNATIONAL FUNDS, INC., INVESCO FUNDS GROUP, INC., T. ROWE PRICE INTERNATIONAL FUNDS, INC. AND T. ROWE PRICE INTERNATIONAL, INC., in the United States District Court, Southern District of Illinois (East St. Louis) (Case No. 03-772), filed on November 19, 2003. This claim alleges: violations of Sections 36(a) and 36(b) of the Investment Company Act of 1940; common law breach of duty; and common law negligence and gross negligence. The plaintiff in this case is seeking: compensatory and punitive damages; interest; and attorneys' fees and costs. This lawsuit has been transferred to the MDL Court by order of the United States District Court, Southern District of Illinois (East St. Louis). I-12 PART C OTHER INFORMATION Item 23. Exhibits a - (a) Amended and Restated Agreement and Declaration of Trust of Registrant, dated September 14, 2005.(21) - (b) Amendment No. 1, dated March 27, 2006, to Amended and Restated Agreement and Declaration of Trust of Registrant, adopted effective September 14, 2005.(23) - (c) Amendment No. 2, dated April 10, 2006, to Amended and Restated Agreement and Declaration of Trust of Registrant, adopted effective September 14, 2005.(23) - (d) Amendment No. 3, dated May 24, 2006, to Amended and Restated Agreement and Declaration of Trust of Registrant, adopted effective September 14, 2005.(23) - (e) Amendment No. 4, dated July 5, 2006, to Amended and Restated Agreement and Declaration of Trust of Registrant, adopted effective September 14, 2005.(23) - (f) Amendment No. 5, dated February 28, 2007, to Amended and Restated Agreement and Declaration of Trust of Registrant, adopted effective September 14, 2005(24) - (g) Amendment No. 6, dated April 30, 2008, to Amended and Restated Agreement and Declaration of Trust of Registrant, adopted effective September 14, 2005.(26) - (h) Amendment No. 7, dated May 1, 2008, to Amended and Restated Agreement and Declaration of Trust of Registrant, adopted effective September 14, 2005.(26) - (i) Amendment No. 8, dated June 19, 2008, to Amended and Restated Agreement and Declaration of Trust of Registrant, adopted effective September 14, 2005.(26) - (j) Amendment No. 9, dated July 15, 2008, to Amended and Restated Agreement and Declaration of Trust of Registrant, adopted effective September 14, 2005.(26) - (k) Amendment No. 10, dated January 22, 2009, to Amended and Restated Agreement and Declaration of Trust of Registrant, adopted effective September 14, 2005. (27) - (l) Amendment No. 11, dated April 14, 2009, to Amended and Restated Agreement and Declaration of Trust of Registrant, adopted effective September 14, 2005.(27) b - (a) Amended and Restated Bylaws of Registrant, adopted effective September 14, 2005.(21) C-1 - (b) Amendment, dated August 1, 2006, to Amended and Restated Bylaws of Registrant, adopted effective September 14, 2005.(23) - (c) Amendment No. 2, dated March 23, 2007, to Amended and Restated Bylaws of Registrant, adopted effective September 14, 2005(24) - (d) Amendment No. 3, dated January 1, 2008, to Amended and Restated Bylaws of Registrant, adopted effective September 14, 2005(24) c - 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. d (1) - (a) Master Investment Advisory Agreement, dated June 21, 2000, between Registrant and A I M Advisors, Inc.(7) - (b) Amendment No. 1, dated December 28, 2001, to Master Investment Advisory Agreement, dated June 21, 2000, between Registrant and A I M Advisors, Inc.(10) - (c) Amendment No. 2, dated August 29, 2002, to Master Investment Advisory Agreement, dated June 21, 2000, between Registrant and A I M Advisors, Inc.(12) - (d) Amendment No. 3, dated May 2, 2003, to Master Investment Advisory Agreement, dated June 21, 2000, between Registrant and A I M Advisors, Inc.(14) - (e) Amendment No. 4, dated July 1, 2004, to Master Investment Advisory Agreement, dated June 21, 2000, between Registrant and A I M Advisors, Inc.(17) - (f) Amendment No. 5, dated September 15, 2004, to Master Investment Advisory Agreement, dated June 21, 2000, between Registrant and A I M Advisors, Inc.(17) - (g) Amendment No. 6, dated March 15, 2005, to Master Investment Advisory Agreement, dated June 21, 2000, between Registrant and A I M Advisors, Inc.(20) - (h) Amendment No. 7, dated July 18, 2005, to Master Investment Advisory Agreement, dated June 21, 2000, between Registrant and A I M Advisors, Inc.(20) - (i) Amendment No. 8, dated March 27, 2006, to Master Investment Advisory Agreement, dated June 21, 2000, between Registrant and A I M Advisors, Inc.(23) - (j) Amendment No. 9, dated April 10, 2006, to Master Investment Advisory Agreement, dated June 21, 2000, between Registrant and A I M Advisors, Inc.(23) - (k) Amendment No. 10, dated February 27, 2007, to Master Investment Advisory Agreement, dated June 21, 2000, between Registrant and A I M Advisors, Inc.(24) - (l) Amendment No. 11, dated July 1, 2007, to Master Investment Advisory Agreement, dated June 21, 2000, between Registrant and A I M Advisors, Inc.(24) - (m) 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.(26) C-2 - (n) Form of Amendment No. 13, dated [_______, 2009], to Master Investment Advisory Agreement, dated June 21, 2000, between Registrant and Invesco Aim Advisors, Inc., formerly A I M Advisors, Inc.(27) (2) - (a) Master Intergroup Sub-Advisory Contract for Mutual Funds, dated May 1, 2008 between Invesco Aim Advisors, Inc., on behalf of Registrant, and each of Invesco Asset Management Deutschland GmbH, Invesco Asset Management 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.)(26) - (b) Form of Amendment No. 1, dated [_______, 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.(27) e (1) - (a) 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.(23) - (b) 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.(23) - (c) 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.(23) - (d) 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.(24) - (e) 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.(24) - (f) 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.(24) - (g) 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.(24) C-3 - (h) 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.(24) - (i) 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.(26) - (j) 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.(26) - (k) 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.(26) - (l) 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.(27) - (m) 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.(27) - (n) Form of Amendment No. 13, dated [_______, 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.(27) (2) - (a) First Restated Master Distribution Agreement, made as of August 18, 2003, as subsequently amended, and as restated September 20, 2006, by and between Registrant (Class B shares) dated August 18, 2003, between Registrant and A I M Distributors, Inc.(23) - (b) Amendment No. 1, 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 (Class B shares) dated August 18, 2003, between Registrant and A I M Distributors, Inc.(23) - (c) Amendment No. 2, 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 (Class B shares) dated August 18, 2003, between Registrant and A I M Distributors, Inc.(24) C-4 - (d) Amendment No. 3, 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 (Class B shares) dated August 18, 2003, between Registrant and A I M Distributors, Inc.(24) - (e) Amendment No. 4, 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 (Class B shares) dated August 18, 2003, between Registrant and A I M Distributors, Inc.(24) - (f) Amendment No. 5, 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 (Class B shares) and Invesco Aim Distributors, Inc., formerly A I M Distributors, Inc.(26) - (g) Amendment No. 6, 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 (Class B shares) and Invesco Aim Distributors, Inc., formerly A I M Distributors, Inc.(26) - (h) Amendment No. 7, 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 (Class B shares) and Invesco Aim Distributors, Inc.(27) (3) - Form of Selected Dealer Agreement between Invesco Aim Distributors, Inc. and selected dealers.(27) (4) - Form of Bank Selling Group Agreement between Invesco Aim Distributors, Inc. and banks.(27) f (1) - Form of AIM Funds Retirement Plan for Eligible Directors/Trustees, as amended and restated as of January 1, 2008.(27) (2) - Form of AIM Funds Trustee Deferred Compensation Agreement, as amended January 1, 2008.(27) g (1) - (a) Master Custodian Contract, dated May 1, 2000, between Registrant and State Street Bank and Trust Company.(7) - (b) Amendment, dated May 1, 2000, to the Custodian Contract, dated May 1, 2000, between Registrant and State Street Bank and Trust Company.(7) - (c) Amendment, dated June 29, 2001, to the Master Custodian Contract, dated May 1, 2000, between Registrant and State Street Bank and Trust Company.(9) - (d) Amendment, dated April 2, 2002, to the Custodian Contract dated May 1, 2000 between Registrant and State Street Bank and Trust Company.(11) - (e) Amendment, dated September 8, 2004, to the Custodian Contract dated May 1, 2000 between Registrant and State Street Bank and Trust Company. (18) C-5 - (f) Amendment, dated February 8, 2006, to the Custodian Contract, dated May 1, 2000, between Registrant and State Street Bank and Trust Company.(22) - (g) Amendment, dated as of January 31, 2007, to Master Custodian Contract, dated May 1, 2000, between Registrant and State Street Bank and Trust Company.(23) (2) - (a) 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.)(2) - (b) 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.)(6) - (c) 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.)(13) - (d) 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.)(22) (3) - Subcustodian Agreement, dated January 20, 1993, between State Street Bank and Trust Company and The Bank of New York.(15) (4) - Foreign Assets Delegation Agreement, dated November 6, 2006, between A I M Advisors, Inc. and Registrant.(24) h (1) - (a) Third Amended and Restated Transfer Agency and Service Agreement, dated July 1, 2006, between Registrant and AIM Investment Services, Inc.(23) - (b) Amendment No. 1, dated July 1, 2007, to Third Amended and Restated Transfer Agency and Service Agreement, dated July 1, 2006, between Registrant and AIM Investment Services, Inc.(24) - (c) Amendment No. 2, dated October 3, 2008, to Third Amended and Restated Transfer Agency and Services Agreement, dated July 1, 2006, between Registrant and Invesco Aim Services, Inc., formerly AIM Investment Services, Inc.(27) (2) - 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.(1) (3) - (a) Second Amended and Restated Master Administrative Service Agreement dated July 1, 2006, between Registrant and A I M Advisors, Inc.(23) C-6 - (b) 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.(24) - (c) 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.(26) - (d) Form of Amendment No. 3, dated [_______, 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.(27) (4) - Fourth Amended and Restated Memorandum of Agreement, regarding securities lending, dated July 1, 2008, between Registrant, on behalf of all Funds, and Invesco Aim Advisors, Inc.(26) (5) - Memorandum of Agreement, regarding expense limitations, dated July 1, 2008, between Registrant (on behalf of AIM Large Cap Basic Value and AIM Large Cap Growth Fund) and Invesco Aim Advisors, Inc.(26) (6) - Memorandum of Agreement, regarding advisory fee waivers, dated July 1, 2008, between Registrant (on behalf of AIM Charter Fund and AIM Constellation Fund) and Invesco Aim Advisors, Inc.(26) (7) - Memorandum of Agreement, dated July 1, 2008, regarding Affiliated Money Market Fund Waiver, between Registrant and Invesco Aim Advisors, Inc.(26) (8) - Third Amended and Restated Interfund Loan Agreement, dated December 30, 2005, between Registrant and A I M Advisors, Inc.(23) (9) - Expense Reimbursement Agreement Related to DST Transfer Agent System Conversion dated June 30, 2003.(16) i - None j - None k - Financial Statements for the period ended October 31, 2008 are incorporated by reference to the Funds' annual reports to shareholders contained in the Registrant's Form N-CSR filed on January 8, 2009. l (1) - Agreement concerning initial capitalization of Registrant's AIM Large Cap Growth Fund, dated February 26, 1999.(4) (2) - Agreement concerning initial capitalization of Registrant's AIM Large Cap Basic Value Fund, dated June 29, 1999.(5) (3) - Agreement concerning initial capitalization of Registrant's AIM Mid Cap Growth Fund, dated November 1, 1999.(6) (4) - Agreement concerning initial capitalization of Registrant's AIM Basic Value II Fund and AIM U.S. Growth Fund dated August 28, 2002.(12) (5) - Agreement concerning initial capitalization of Registrant's AIM Summit Fund, dated April 29, 2008.(26) C-7 (6) - Agreement concerning initial capitalization of Institutional Class shares of Registrants for AIM Summit Fund dated October 2, 2008.(27) (7) - Form of Agreement concerning initial capitalization of AIM Disciplined Equity Fund, dated [_____, 2009].(27) m (1) - (a) First Restated Master Distribution Plan, effective as of August 18, 2003, as subsequently amended, and as restated September 20, 2006 (Class A shares).(23) - (b) 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).(23) - (c) 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).(24) - (d) 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).(24) - (e) 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).(24) - (f) 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).(26) - (g) 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).(26) - (h) 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).(27) (2) - (a) First Restated Master Distribution Plan, effective as of August 18, 2003, and as restated September 20, 2006 (Class B shares) (Securitization Feature).(23) - (b) 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).(23) - (c) 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).(24) - (d) 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).(24) C-8 - (e) 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).(24) - (f) 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).(26) - (g) 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).(26) - (h) 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).(27) (3) - (a) First Restated Master Distribution Plan, effective as of August 18, 2003, as subsequently amended, and as restated September 20, 2006 (Class C shares).(23) - (b) 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).(23) - (c) 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).(24) - (d) 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).(24) - (e) 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).(24) - (f) 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).(26) - (g) 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).(26) - (h) 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).(27) (4) - (a) Second Amended and Restated Master Distribution Plan, dated December 8, 2006, between Registrant (Class P shares) and A I M Distributors, Inc.(25) - (b) 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.(26) C-9 (5) - (a) First Restated Master Distribution Plan, effective as of August 18, 2003, as subsequently amended, and as restated September 20, 2006 (Class R shares).(23) - (b) 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).(23) - (c) 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).(24) - (d) 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).(26) (6) - (a) First Restated Master Distribution Plan (Compensation) effective as of July 1, 2004, as subsequently amended, and as restated September 20, 2006 (Investor Class shares).(23) - (b) 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).(24) - (c) 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).(26) (7) - (a) First Restated Master Distribution Plan (Reimbursement) effective as of July 1, 2004, as subsequently amended, and as restated September 20, 2006 (Investor Class shares).(23) - (b) 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).(26) (8) - Master Related Agreement to First Restated Master Distribution Plan (Class A shares).(26) (9) - Master Related Agreement to First Restated Master Distribution Plan (Class C shares).(26) (10) - Master Related Agreement to Second Amended and Restated Master Distribution Plan (Class P shares).(27) (11) - Master Related Agreement to First Restated Master Distribution Plan (Class R shares).(26) (12) - Master Related Agreement to First Restated Master Distribution Plan (Compensation) (Investor Class shares).(26) C-10 (13) - Master Related Agreement to First Restated Master Distribution Plan (Reimbursement) (Investor Class shares).(26) n - Fourteenth Amended and Restated Multiple Class Plan of the AIM Family of Funds(R) effective December 12, 2001, as amended and restated, October 3, 2008.(27) o - Reserved. p (1) - Invesco Aim Management Group, Inc. and AIM Funds Code of Ethics, adopted May 1, 1981, as last amended effective January 1, 2009, relating to Invesco Aim Management Group, Inc. and any of its subsidiaries.(27) (2) - Invesco Code of Ethics, adopted February 29, 2008, and last amended January 1, 2009, relating to Invesco Global Asset Management (N.A.), Inc., Invesco Institutional (N.A.), Inc. and Invesco Senior Secured Management, Inc. (27) (3) - Code of Ethics, revised 2008, relating to Invesco Asset Management Limited.(27) (4) - Invesco Asset Management (Japan) Limited Code of Ethics on behalf of AIM Japan Fund.(25) (5) - Invesco Staff Ethics and Personal Share Dealing, dated September 2008, relating to Invesco Hong Kong Limited.(27) (6) - Invesco Ltd. Code of Conduct, revised October 2007, Invesco Trimark Ltd. Addendum to the Invesco Code of Conduct, revised July 2008, Policy No. D-6 Gifts and Entertainment, revised March 2008, and Policy No. D-7 AIM Trimark Personal Trading Policy, revised March 2007, together the Code of Ethics relating to Invesco Trimark Ltd. (27) (7) - Code of Ethics dated March 1, 2008, relating to Invesco Continental Europe (Invesco Asset Management Deutschland GmbH).(27) (8) - Invesco Ltd. Code of Conduct, revised November 2008, relating to Invesco Australia Limited.(27) q - Powers of Attorney for Baker, Bayley, Bunch, Crockett, Dowden, Fields, Flanagan, Frischling, Mathai-Davis, Pennock, Soll, Stickel, and Taylor.(26) C-11 (1) Incorporated herein by reference to PEA No. 40, filed on February 26, 1992. (2) Incorporated herein by reference to PEA No. 44, filed on February 24, 1995. (3) Incorporated herein by reference to PEA No. 55, filed on December 11, 1998. (4) Incorporated herein by reference to PEA No. 56, filed on February 23, 1999. (5) Incorporated herein by reference to PEA No. 60, filed on July 15, 1999. (6) Incorporated herein by reference to PEA No. 62, filed on January 6, 2000. (7) Incorporated herein by reference to PEA No. 67, filed on February 23, 2001. (8) Incorporated herein by reference to PEA No. 68, filed on October 12, 2001. (9) Incorporated herein by reference to PEA No. 70, filed on December 28, 2001. (10) Incorporated herein by reference to PEA No. 71, filed on April 26, 2002. (11) Incorporated herein by reference to PEA No. 72, filed on May 22, 2002. (12) Incorporated herein by reference to PEA No. 75, filed on February 24, 2003. (13) Incorporated herein by reference to PEA No. 76, filed on March 3, 2003. (14) Incorporated herein by reference to PEA No. 77, filed on July 7, 2003. (15) Incorporated herein by reference to PEA No. 78, filed on February 24, 2004. (16) Incorporated herein by reference to PEA No. 79, filed on March 1, 2004. (17) Incorporated herein by reference to PEA No. 80, filed on September 29, 2004. (18) Incorporated herein by reference to PEA No. 81, filed on December 23, 2004. (19) Incorporated herein by reference to PEA No. 83, filed on March 1, 2005. (20) Incorporated herein by reference to PEA No. 85, filed on August 23, 2005. (21) Incorporated herein by reference to PEA No. 86, filed on December 15, 2005. (22) Incorporated herein by reference to PEA No. 87, filed on February 23, 2006. (23) Incorporated herein by reference to PEA No. 88, filed on February 28, 2007. (24) Incorporated herein by reference to PEA No. 89, filed on February 6, 2008. (25) Incorporated herein by reference to PEA no. 90, filed on February 19, 2008. (26) Incorporated herein by reference to PEA No. 91, filed on July 22, 2008. (27) Filed herewith electronically. Item 24. Persons Controlled by or Under Common Control With the Fund None. Item 25. Indemnification Indemnification provisions for officers, trustees and employees of the Registrant are set forth in Article VIII of the Registrant's Amended and Restated Agreement and Declaration of Trust and Article VIII of its Amended and Restated Bylaws, and are hereby incorporated by reference. See Item 23(a) and (b) above. Under the Amended and Restated Agreement and Declaration of Trust 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). C-12 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 $60,000,000 (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 Aim 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 Aim or any of its officers, directors or employees, that Invesco Aim 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 Aim to any series of the Registrant shall not automatically impart liability on the part of Invesco Aim to any other series of the Registrant. No series of the Registrant shall be liable for the obligations of any other series of the Registrant. Section 9 of the Master Intergroup Sub-Advisory Contract for Mutual Funds (the "Sub-Advisory Contract") between Invesco Aim Advisors, Inc., on behalf of Registrant, and each of Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited., Invesco Asset Management (Japan) Limited, Invesco Australia Limited, Invesco Global Asset Management (N.A.), Inc., Invesco Hong Kong Limited, Invesco Institutional (N.A.), Inc., Invesco Senior Secured Management, Inc. and AIM Funds Management, Inc. (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. C-13 Item 26. Business and Other Connections of Investment Advisor The only employment of a substantial nature of Invesco Aim's directors and officers is with Invesco Aim and its affiliated companies. For information as to the business, profession, vocation or employment of a substantial nature of each of the officers and directors of Invesco Asset Management Deutschland GmbH, Invesco Asset Management 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. (each a "Sub-Advisor", collectively the "Sub-Advisors") reference is made to Form ADV filed under the Investment Advisers Act of 1940 by each Sub-Advisor herein incorporated by reference. Reference is also made to the caption "Fund Management - The Advisors" in the Prospectus which comprises Part A of the Registration Statement, and to the caption "Investment Advisory and Other Services" of the Statement of Additional Information which comprises Part B of the Registration Statement, and to Item 27(b) of this Part C. It is anticipated that, on or about the end of the fourth quarter of 2009, Invesco Aim, Invesco Global and Invesco Institutional will be combined into a single entity, which will be named Invesco Advisers, Inc. The combined entity will serve as the fund's investment adviser. Invesco Advisers, Inc. will provide substantially the same services as are currently provided by the three existing separate entities. Further information about this combination will be posted on http://www.invescoaim.com on or about the closing date of the transaction. Item 27. Principal Underwriters (a) Invesco Aim Distributors, Inc., the Registrant's principal underwriter, also acts as a principal underwriter to the following investment companies: AIM Counselor Series Trust AIM Funds Group AIM Growth Series AIM International Mutual Funds AIM Investment Funds AIM Investment Securities Funds AIM Sector Funds AIM Tax-Exempt Funds AIM Treasurer's Series Trust AIM Variable Insurance Funds PowerShares Actively Managed Exchange-Traded Fund Trust PowerShares Exchange Traded Fund Trust PowerShares Exchange-Traded Fund Trust II PowerShares India Exchange-Traded Fund Trust Short-Term Investments Trust (b) The following table sets forth information with respect to each director, officer or partner of Invesco Aim Distributors, Inc. C-14
Name and Principal Business Address* Position and Offices with Underwriter Positions and Offices with Registrant ---------------------- ------------------------------------------- ------------------------------------------------------- Philip A. Taylor Director Trustee, President & Principal Executive Officer John S. Cooper President None William Hoppe, Jr. Executive Vice President None Karen Dunn Kelley Executive Vice President Vice President Brian Lee Executive Vice President None Ben Utt Executive Vice President None LuAnn S. Katz Senior Vice President None Ivy B. McLemore Senior Vice President None Lyman Missimer III Senior Vice President Assistant Vice President David J. Nardecchia Senior Vice President None Margaret A. Vinson Senior Vice President None Gary K. Wendler Director & Senior Vice President None John M. Zerr Director, Senior Vice President & Secretary Senior Vice President, Secretary & Chief Legal Officer David A. Hartley Treasurer & Chief Financial Officer None Lance Rejsek Anti-Money Laundering Compliance Officer Anti-Money Laundering Compliance Officer Rebecca Starling-Klatt Chief Compliance Officer & Assistant None Vice President
---------- * 11 Greenway Plaza, Suite 100, Houston, Texas 77046-1173 (c) Not applicable. C-15 Item 28. Location of Accounts and Records Invesco Aim Advisors, Inc., 11 Greenway Plaza, Suite 100, Houston, Texas 77046-1173, will maintain physical possession of each such account, book or other document of the Registrant at its principal executive offices, except for those maintained by the Registrant's Custodian, State Street Bank and Trust Company, 225 Franklin Street, Boston, Massachusetts 02110, and the Registrant's Transfer Agent and Dividend Paying Agent, Invesco Aim Investment Services, Inc., P.O. Box 4739, Houston, Texas 77210-4739. Records may also be maintained at the offices of: Invesco Asset Management Deutschland GmbH Bleichstrasse 60-62 Frankfurt, Germany 60313 Invesco Asset Management Ltd. 30 Finsbury Square London, United Kingdom EC2A 1AG Invesco Asset Management (Japan) Limited 25th Floor, Shiroyama Trust Tower 3-1, Toranoman 4-chome, Minato-Ku Tokyo, Japan 105-6025 Invesco Australia Limited 333 Collins Street, Level 26 Melbourne Vic 3000, Australia Invesco Global Asset Management (N.A.), Inc. 1555 Peachtree Street, N.E. Atlanta, Georgia 30309 Invesco Hong Kong Limited 32nd Floor Three Pacific Place 1 Queen's Road East Hong Kong Invesco Institutional (N.A.), Inc. 1555 Peachtree Street, N.E. Atlanta, Georgia 30309 Invesco Senior Secured Management, Inc. 1166 Avenue of the Americas New York, NY 10036 Invesco Trimark Ltd. 5140 Yonge Street Suite 900 Toronto, Ontario Canada M2N 6X7 Item 29. Management Services None. Item 30. Undertakings Not applicable. C-16 SIGNATURES Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant has duly caused this Amendment to its Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Houston, Texas on the 30th of April, 2009. REGISTRANT: AIM EQUITY FUNDS By: /s/ Philip A. Taylor ------------------------------ Philip A. Taylor, President Pursuant to the requirements of the Securities Act of 1933, this Amendment to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated:
SIGNATURES TITLE DATE ---------- ----- ---- /s/ Philip A. Taylor Trustee & President April 30, 2009 ----------------------------------- (Principal Executive Officer) (Philip A. Taylor) /s/ Bob R. Baker* Trustee April 30, 2009 ----------------------------------- (Bob R. Baker) /s/ Frank S. Bayley* Trustee April 30, 2009 ----------------------------------- (Frank S. Bayley) /s/ James T. Bunch* Trustee April 30, 2009 ----------------------------------- (James T. Bunch) /s/ Bruce L. Crockett* Chair & Trustee April 30, 2009 ----------------------------------- (Bruce L. Crockett) /s/ Albert R. Dowden* Trustee April 30, 2009 ----------------------------------- (Albert R. Dowden) /s/ Jack M. Fields* Trustee April 30, 2009 ----------------------------------- (Jack M. Fields) /s/ Martin L. Flanagan Trustee April 30, 2009 ----------------------------------- (Martin L. Flanagan) /s/ Carl Frischling* Trustee April 30, 2009 ----------------------------------- (Carl Frischling) /s/ Prema Mathai-Davis* Trustee April 30, 2009 ----------------------------------- (Prema Mathai-Davis) /s/ Lewis F. Pennock* Trustee April 30, 2009 ----------------------------------- (Lewis F. Pennock) /s/ Larry Soll* Trustee April 30, 2009 ----------------------------------- (Larry Soll)
/s/ Raymond Stickel, Jr.* Trustee April 30, 2009 ----------------------------------- (Raymond Stickel, Jr.) /s/ Sheri Morris Vice President & Treasurer April 30, 2009 ----------------------------------- (Principal Financial and (Sheri Morris) Accounting Officer) *By /s/ Philip A. Taylor ----------------------------------- Philip A. Taylor Attorney-in-Fact
* Philip A. Taylor, pursuant to powers of attorney filed in Registrant's Post-Effective Amendment No. 91 on July 22, 2008. INDEX
Exhibit Number Description ------- ---------------------------------------------------------------------- a(k) Amendment No. 10, dated January 22, 2009, to Amended and Restated Agreement and Declaration of Trust of Registrant, adopted effective September 14, 2005 a(l) Amendment No. 11, dated April 14, 2009, to Amended and Restated Agreement and Declaration of Trust of Registrant, adopted effective September 14, 2005 d(1)(n) Form of Amendment No. 13, dated [January _________, 2009], to Master Investment Advisory Agreement, dated June 21, 2000, between Registrant and Invesco Aim Advisors, Inc., formerly A I M Advisors, Inc. d(2)(b) Form of Amendment No. 1, dated [_______, 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. e(1)(l) 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. e(1)(m) 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. e(1)(n) Form of Amendment No. 13, dated [_______, 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. e(2)(h) Amendment No. 7, 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 (Class B shares) and Invesco Aim Distributors, Inc. e(3) Form of Selected Dealer Agreement between Invesco Aim Distributors, Inc. and selected dealers e(4) Form of Bank Selling Group Agreement between Invesco Aim Distributors, Inc. and banks f(1) Form of AIM Funds Retirement Plan for Eligible Directors/Trustees, as amended and restated as of January 1, 2008 f(2) Form of AIM Funds Trustee Deferred Compensation Agreement, as amended January 1, 2008 h(1)(c) Amendment No. 2, dated October 3, 2008, to Third Amended and Restated Transfer
Agency and Services Agreement, dated July 1, 2006, between Registrant and Invesco Aim Services, Inc., formerly AIM Investment Services, Inc h(3)(d) Form of Amendment No. 3, dated [_______, 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. l(6) Agreement concerning initial capitalization of Institutional Class shares of Registrants for AIM Summit Fund dated October 2, 2008 l(7) Form of Agreement concerning initial capitalization of AIM Disciplined Equity Fund, dated [_____, 2009] m(1)(h) 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) m(2)(h) 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) m(3)(h) 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) m(10) Master Related Agreement to Second Amended and Restated Master Distribution Plan (Class P shares) n Fourteenth Amended and Restated Multiple Class Plan of the AIM Family of Funds(R) effective December 12, 2001, as amended and restated, October 3, 2008 p(1) Invesco Aim Management Group, Inc. and AIM Funds Code of Ethics, adopted May 1, 1981, as last amended effective January 1, 2009, relating to Invesco Aim Management Group, Inc. and any of its subsidiaries p(2) Invesco Code of Ethics, adopted February 29, 2008, and last amended January 1, 2009, relating to Invesco Global Asset Management (N.A.), Inc., Invesco Institutional (N.A.), Inc. and Invesco Senior Secured Management, Inc. p(3) Code of Ethics, revised 2008, relating to Invesco Asset Management Limited p(5) Invesco Staff Ethics and Personal Share Dealing, dated September 2008, relating to Invesco Hong Kong Limited p(6) Invesco Ltd. Code of Conduct, revised October 2007, Invesco Trimark Ltd. Addendum to the Invesco Code of Conduct, revised July 2008, Policy No. D-6 Gifts and Entertainment, revised March 2008, and Policy No. D-7 AIM Trimark Personal Trading Policy, revised March 2007, together the Code of Ethics relating to Invesco Trimark Ltd. p(7) Code of Ethics dated March 1, 2008, relating to Invesco Continental Europe (Invesco Asset Management Deutschland GmbH) p(8) Invesco Ltd. Code of Conduct, revised November 2008, relating to Invesco Australia Limited
EX-99.A.K 2 h66495aexv99wawk.txt EX-99.A.K AMENDMENT NO. 10 TO THE AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF AIM EQUITY FUNDS This Amendment No. 10 (the "Amendment") to the Amended and Restated Agreement and Declaration of Trust of AIM Equity Funds (the "Trust") amends, effective January 22, 2009, the Amended and Restated Agreement and Declaration of Trust of the Trust dated as of September 14, 2005, as amended (the "Agreement"). Under Section 9.7 of the Agreement, this Amendment may be executed by a duly authorized officer of the Trust. WHEREAS, the Trust desires to amend the Agreement to add a new portfolio - AIM Equity Income Fund; NOW, THEREFORE, the Agreement is hereby amended as follows: 1. Schedule A of the Agreement is hereby amended and restated to read in its entirety as set forth on Exhibit 1 to this Amendment. 2. All references in the Agreement to "this Agreement" shall mean the Agreement as amended by this Amendment. 3. Except as specifically amended by this Amendment, the Agreement is hereby confirmed and remains in full force and effect. IN WITNESS WHEREOF, the undersigned, a duly authorized officer of the Trust, has executed this Amendment as of January 22, 2009. By: /s/ John M. Zerr ------------------------------------ Name: John M. Zerr Title: Senior Vice President EXHIBIT 1 SCHEDULE A AIM EQUITY FUNDS PORTFOLIOS AND CLASSES THEREOF
PORTFOLIO CLASSES OF EACH PORTFOLIO --------- -------------------------- AIM Capital Development Fund Class A Shares Class B Shares Class C Shares Class R Shares Class Y Shares Institutional Class Shares Investor Class Shares AIM Charter Fund Class A Shares Class B Shares Class C Shares Class R Shares Class Y Shares Institutional Class Shares AIM Constellation Fund Class A Shares Class B Shares Class C Shares Class R Shares Class Y Shares Institutional Class Shares AIM Diversified Dividend Fund Class A Shares Class B Shares Class C Shares Class R Shares Class Y Shares Institutional Class Shares Investor Class Shares AIM Equity Income Fund Class Y Shares AIM Large Cap Basic Value Fund Class A Shares Class B Shares Class C Shares Class R Shares Class Y Shares Institutional Class Shares Investor Class Shares
PORTFOLIO CLASSES OF EACH PORTFOLIO --------- -------------------------- AIM Large Cap Growth Fund Class A Shares Class B Shares Class C Shares Class R Shares Class Y Shares Institutional Class Shares Investor Class Shares AIM Summit Fund Class A Shares Class B Shares Class C Shares Class P Shares Class Y Shares Institutional Class Shares
EX-99.A.L 3 h66495aexv99wawl.txt EX-99.A.L. AMENDMENT NO. 11 TO THE AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF AIM EQUITY FUNDS This Amendment No. 11 (the "Amendment") to the Amended and Restated Agreement and Declaration of Trust of AIM Equity Funds (the "Trust") amends, effective April 14, 2009, the Amended and Restated Agreement and Declaration of Trust of the Trust dated as of September 14, 2005, as amended (the "Agreement"). Under Section 9.7 of the Agreement, this Amendment may be executed by a duly authorized officer of the Trust. WHEREAS, the Trust desires to amend the Agreement to change the name of AIM Equity Income Fund to AIM Disciplined Equity Fund; NOW, THEREFORE, the Agreement is hereby amended as follows: 1. Schedule A of the Agreement is hereby amended and restated to read in its entirety as set forth on Exhibit 1 to this Amendment. 2. All references in the Agreement to "this Agreement" shall mean the Agreement as amended by this Amendment. 3. Except as specifically amended by this Amendment, the Agreement is hereby confirmed and remains in full force and effect. IN WITNESS WHEREOF, the undersigned, a duly authorized officer of the Trust, has executed this Amendment as of April 14, 2009. By: /s/ John M. Zerr ------------------------------------ Name: John M. Zerr Title: Senior Vice President EXHIBIT 1 SCHEDULE A AIM EQUITY FUNDS PORTFOLIOS AND CLASSES THEREOF
PORTFOLIO CLASSES OF EACH PORTFOLIO --------- -------------------------- AIM Capital Development Fund Class A Shares Class B Shares Class C Shares Class R Shares Class Y Shares Institutional Class Shares Investor Class Shares AIM Charter Fund Class A Shares Class B Shares Class C Shares Class R Shares Class Y Shares Institutional Class Shares AIM Constellation Fund Class A Shares Class B Shares Class C Shares Class R Shares Class Y Shares Institutional Class Shares AIM Disciplined Equity Fund Class Y Shares AIM Diversified Dividend Fund Class A Shares Class B Shares Class C Shares Class R Shares Class Y Shares Institutional Class Shares Investor Class Shares AIM Large Cap Basic Value Fund Class A Shares Class B Shares Class C Shares Class R Shares Class Y Shares Institutional Class Shares Investor Class Shares
PORTFOLIO CLASSES OF EACH PORTFOLIO --------- -------------------------- AIM Large Cap Growth Fund Class A Shares Class B Shares Class C Shares Class R Shares Class Y Shares Institutional Class Shares Investor Class Shares AIM Summit Fund Class A Shares Class B Shares Class C Shares Class P Shares Class Y Shares Institutional Class Shares
EX-99.D1.N 4 h66495aexv99wd1wn.txt EX-99.D1.N AMENDMENT NO. 13 TO MASTER INVESTMENT ADVISORY AGREEMENT This Amendment dated as of [May __, 2009], amends the Master Investment Advisory Agreement (the "Agreement"); dated June 21, 2000, between AIM Equity Funds, a Delaware statutory trust, and Invesco Aim Advisors, Inc., a Delaware corporation. WITNESSETH: WHEREAS, the parties desire to amend the Agreement to add a new portfolio - AIM Disciplined Equity Fund effective [May __, 2009]; NOW, THEREFORE, the parties agree as follows; 1. Appendix A and Appendix B to the Agreement are hereby deleted in their entirety and replaced with the following: "APPENDIX A FUNDS AND EFFECTIVE DATES
EFFECTIVE DATE OF NAME OF FUND ADVISORY AGREEMENT ------------ ------------------ AIM Capital Development Fund June 1, 2000 AIM Charter Fund June 1, 2000 AIM Constellation Fund June 1, 2000 AIM Disciplined Equity Fund [May __, 2009] AIM Diversified Dividend Fund December 28, 2001 AIM Large Cap Basic Value Fund June 1, 2000 AIM Large Cap Growth Fund June 1, 2000 AIM Summit Fund April 30, 2008
APPENDIX B COMPENSATION TO THE ADVISOR The Trust shall pay the Advisor, out of the assets of a Fund, as full compensation for all services rendered, an advisory fee for such Fund set forth below. Such fee shall be calculated by applying the following annual rates to the average daily net assets of such Fund for the calendar year computed in the manner used for the determination of the net asset value of shares of such Fund. AIM CAPITAL DEVELOPMENT FUND
NET ASSETS ANNUAL RATE ---------- ----------- First $350 million................................................ 0.75% Over $350 million................................................. 0.625%
AIM CHARTER FUND
NET ASSETS ANNUAL RATE ---------- ----------- First $150 million................................................ 0.80% Over $150 million................................................. 0.625%
AIM CONSTELLATION FUND
NET ASSETS ANNUAL RATE ---------- ----------- First $150 million................................................ 0.80% Over $150 million................................................. 0.625%
AIM DISCIPLINED EQUITY FUND
NET ASSETS ANNUAL RATE ---------- ----------- [______] [______]
2 AIM DIVERSIFIED DIVIDEND FUND
NET ASSETS ANNUAL RATE ---------- ----------- First $350 million................................................ 0.60% Next $350 million................................................. 0.55% Next $1.3 billion................................................. 0.50% Next $2 billion................................................... 0.45% Next $2 billion................................................... 0.40% Next $2 billion................................................... 0.375% Over $8 billion................................................... 0.35%
AIM LARGE CAP BASIC VALUE FUND
NET ASSETS ANNUAL RATE ---------- ----------- First $ 1 billion................................................. 0.60% Over $1 billion to and including $ 2 billion...................... 0.575% Over $ 2 billion.................................................. 0.55%
AIM LARGE CAP GROWTH FUND
NET ASSETS ANNUAL RATE ---------- ----------- First $250 million................................................ 0.695% Next $250 million................................................. 0.67% Next $500 million................................................. 0.645% Next $1.5 billion................................................. 0.62% Next $2.5 billion................................................. 0.595% Next $2.5 billion................................................. 0.57% Next $2.5 billion................................................. 0.545% Over $10 billion.................................................. 0.52%
AIM SUMMIT FUND
NET ASSETS ANNUAL RATE ---------- ----------- First $10 million................................................. 1.00% Over $10 million up to and including $150 million................. 0.75% Over $150 million................................................. 0.625%"
2. In all other respects, the Agreement is hereby confirmed and remains in full force and effect. 3 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective officers on the date first written above. AIM EQUITY FUNDS Attest: By: ----------------------------------- ------------------------------ Assistant Secretary John M. Zerr Senior Vice President (SEAL) INVESCO AIM ADVISORS, INC. Attest: By: ----------------------------------- ------------------------------ Assistant Secretary John M. Zerr Senior Vice President (SEAL) 4 EX-99.D2.B 5 h66495aexv99wd2wb.txt EX-99.D2.B AMENDMENT NO. 1 TO MASTER INTERGROUP SUB-ADVISORY CONTRACT FOR MUTUAL FUNDS This Amendment dated as of [May , 2009], amends the Master Intergroup Sub-Advisory Contract for Mutual Funds (the "Contract"), dated May 1, 2008, between Invesco Aim Advisors, Inc. (the "Advisor"), on behalf of AIM Investment Funds, and each of Invesco Trimark Ltd., formerly AIM Funds Management Inc., Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Ltd., Invesco Australia Limited, Invesco Global Asset Management (N.A.), Inc., Invesco Hong Kong Limited, Invesco Institutional (N.A.), Inc., and Invesco Senior Secured Management, Inc. (each a "Sub-Advisor" and, collectively, the "Sub-Advisors"). WITNESSETH: WHEREAS, the parties desire to amend the Contract to add AIM Disciplined Equity Fund; NOW, THEREFORE, the parties agree as follows; 1. Exhibit A to the Contract is hereby deleted in its entirety and replaced with the following: "EXHIBIT A FUNDS AIM Capital Development Fund AIM Charter Fund AIM Constellation Fund AIM Disciplined Equity Fund AIM Diversified Dividend Fund AIM Large Cap Basic Value Fund AIM Large Cap Growth Fund AIM Summit Fund" 2. All other terms and provisions of the Contract not amended shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have caused this Contract to be executed by their officers designated as of the day and year first above written. INVESCO AIM ADVISORS, INC. Advisor By: ------------------------------------ Name: John M. Zerr Title: Senior Vice President INVESCO TRIMARK LTD. Sub-Advisor By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- INVESCO ASSET MANAGEMENT DEUTSCHLAND GMBH Sub-Advisor By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- INVESCO ASSET MANAGEMENT LIMITED Sub-Advisor By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- INVESCO ASSET MANAGEMENT (JAPAN) LTD. Sub-Advisor By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- INVESCO AUSTRALIA LIMITED Sub-Advisor By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- INVESCO GLOBAL ASSET MANAGEMENT (N.A.), INC. Sub-Advisor By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- INVESCO HONG KONG LIMITED Sub-Advisor By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- INVESCO INSTITUTIONAL (N.A.), INC. Sub-Advisor By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- INVESCO SENIOR SECURED MANAGEMENT, INC. Sub-Advisor By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- EX-99.E1.L 6 h66495aexv99we1wl.txt EX-99.E1.L AMENDMENT NO. 11 TO THE FIRST RESTATED MASTER DISTRIBUTION AGREEMENT (ALL CLASSES OF SHARES EXCEPT CLASS B SHARES) The First Restated Master Distribution Agreement (all Classes of shares except Class B Shares) (the "Agreement") made as of the 18th day of August, 2003, as subsequently amended, and as restated the 20th day of September, 2006, by and between each registered investment company set forth on Schedule A to the Agreement (each individually referred to as "Fund", or collectively, "Funds"), severally, on behalf of each of its series of beneficial interest set forth on Schedule A to the Agreement, (each, a "Portfolio"), with respect to each class of shares except Class B Shares (the "Shares") of each Portfolio, and INVESCO AIM DISTRIBUTORS, INC., a Delaware corporation (the "Distributor"), is hereby amended to reflect the name change of AIM Global Value Fund to AIM Global Core Equity Fund. Schedule A of the Agreement is hereby deleted in its entirety and replaced with the following: "SCHEDULE A TO FIRST RESTATED MASTER DISTRIBUTION AGREEMENT (ALL CLASSES OF SHARES EXCEPT CLASS B SHARES) AIM COUNSELOR SERIES TRUST AIM Floating Rate Fund - Class A Class C Class R Institutional Class AIM Multi-Sector Fund - Class A Class C Institutional Class AIM Select Real Estate Income Fund - Class A Class C Institutional Class AIM Structured Core Fund - Class A Class C Class R Institutional Class Investor Class AIM Structured Growth Fund - Class A Class C Class R Institutional Class
AIM Structured Value Fund - Class A Class C Class R Institutional Class AIM EQUITY FUNDS AIM Capital Development Fund - Class A Class C Class R Institutional Class Investor Class AIM Charter Fund - Class A Class C Class R Institutional Class AIM Constellation Fund - Class A Class C Class R Institutional Class AIM Diversified Dividend Fund - Class A Class C Class R Institutional Class Investor Class AIM Large Cap Basic Value Fund - Class A Class C Class R Institutional Class Investor Class AIM Large Cap Growth Fund - Class A Class C Class R Institutional Class Investor Class AIM Summit Fund - Class A Class C Class P AIM FUNDS GROUP AIM Basic Balanced Fund - Class A Class C Class R Institutional Class Investor Class
2 AIM European Small Company Fund - Class A Class C AIM Global Core Equity Fund - Class A Class C Institutional Class AIM International Small Company Fund - Class A Class C Institutional Class AIM Mid Cap Basic Value Fund - Class A Class C Class R Institutional Class AIM Select Equity Fund - Class A Class C AIM Small Cap Equity Fund - Class A Class C Class R Institutional Class AIM GROWTH SERIES AIM Basic Value Fund - Class A Class C Class R Institutional Class AIM Conservative Allocation Fund - Class A Class C Class R Institutional Class AIM Global Equity Fund - Class A Class C Class R Institutional Class AIM Growth Allocation Fund - Class A Class C Class R Institutional Class AIM Income Allocation Fund - Class A Class C Class R Institutional Class
3 AIM Independence Now Fund- Class A Class C Class R Institutional Class AIM Independence 2010 Fund- Class A Class C Class R Institutional Class AIM Independence 2020 Fund- Class A Class C Class R Institutional Class AIM Independence 2030 Fund- Class A Class C Class R Institutional Class AIM Independence 2040 Fund- Class A Class C Class R Institutional Class AIM Independence 2050 Fund- Class A Class C Class R Institutional Class AIM International Allocation Fund - Class A Class C Class R Institutional Class AIM Mid Cap Core Equity Fund - Class A Class C Class R Institutional Class AIM Moderate Allocation Fund - Class A Class C Class R Institutional Class AIM Moderate Growth Allocation Fund - Class A Class C Class R Institutional Class
4 AIM Moderately Conservative Allocation Fund - Class A Class C Class R Institutional Class AIM Small Cap Growth Fund - Class A Class C Class R Institutional Class Investor Class AIM INTERNATIONAL MUTUAL FUNDS AIM Asia Pacific Growth Fund - Class A Class C AIM European Growth Fund - Class A Class C Class R Investor Class AIM Global Growth Fund - Class A Class C Institutional Class AIM Global Small & Mid Cap Growth Fund - Class A Class C Institutional Class AIM International Core Equity Fund - Class A Class C Class R Institutional Class Investor Class AIM International Growth Fund - Class A Class C Class R Institutional Class AIM INVESTMENT FUNDS AIM China Fund - Class A Class C Institutional Class AIM Developing Markets Fund - Class A Class C Institutional Class AIM Global Health Care Fund - Class A Class C Investor Class
5 AIM International Total Return Fund - Class A Class C Institutional Class AIM Japan Fund - Class A Class C Institutional Class AIM LIBOR Alpha Fund - Class A Class C Class R Institutional Class AIM Trimark Endeavor Fund - Class A Class C Class R Institutional Class AIM Trimark Fund - Class A Class C Class R Institutional Class AIM Trimark Small Companies Fund - Class A Class C Class R Institutional Class AIM INVESTMENT SECURITIES FUNDS AIM Dynamics Fund - Class A Class C Class R Institutional Class Investor Class AIM Global Real Estate Fund - Class A Class C Class R Institutional Class AIM High Yield Fund - Class A Class C Institutional Class Investor Class
6 AIM Income Fund - Class A Class C Class R Institutional Class Investor Class AIM Limited Maturity Treasury Fund - Class A Class A3 Institutional Class AIM Money Market Fund - AIM Cash Reserve Shares Class C Class R Institutional Class Investor Class AIM Municipal Bond Fund - Class A Class C Investor Class AIM Real Estate Fund - Class A Class C Class R Institutional Class Investor Class AIM Short Term Bond Fund - Class A Class C Class R Institutional Class AIM Total Core Bond Fund - Class A Class C Class R Institutional Class AIM U.S. Government Fund - Class A Class C Class R Institutional Class Investor Class AIM SECTOR FUNDS AIM Energy Fund - Class A Class C Institutional Class Investor Class AIM Financial Services Fund - Class A Class C Investor Class
7 AIM Gold & Precious Metals Fund - Class A Class C Investor Class AIM Leisure Fund - Class A Class C Class R Investor Class AIM Technology Fund - Class A Class C Institutional Class Investor Class AIM Utilities Fund - Class A Class C Institutional Class Investor Class AIM TAX-EXEMPT FUNDS AIM High Income Municipal Fund - Class A Class C Institutional Class AIM Tax-Exempt Cash Fund - Class A Investor Class AIM Tax-Free Intermediate Fund - Class A Class A3 Institutional Class AIM TREASURER'S SERIES TRUST Premier Portfolio - Investor Class Premier Tax-Exempt Portfolio - Investor Class Premier U.S. Government Money Portfolio - Investor Class"
8 All other terms and provisions of the Agreement not amended herein shall remain in full force and effect. Dated: July 24, 2008 AIM COUNSELOR SERIES TRUST AIM EQUITY FUNDS AIM FUNDS GROUP AIM GROWTH SERIES AIM INTERNATIONAL MUTUAL FUNDS AIM INVESTMENT FUNDS AIM INVESTMENT SECURITIES FUNDS AIM SECTOR FUNDS AIM TAX-EXEMPT FUNDS on behalf of the Shares of each Portfolio listed on Schedule A By: /s/ John M. Zerr ------------------------------------ John M. Zerr Senior Vice President AIM TREASURER'S SERIES TRUST on behalf of the Shares of each Portfolio listed on Schedule A By: /s/ Karen Dunn Kelley ------------------------------------ Karen Dunn Kelley President INVESCO AIM DISTRIBUTORS, INC. By: /s/ John S. Cooper ------------------------------------ John S. Cooper President 9 EX-99.E1.M 7 h66495aexv99we1wm.txt EX-99.E1.M AMENDMENT NO. 12 TO THE FIRST RESTATED MASTER DISTRIBUTION AGREEMENT (ALL CLASSES OF SHARES EXCEPT CLASS B SHARES) The First Restated Master Distribution Agreement (all Classes of shares except Class B Shares) (the "Agreement") made as of the 18th day of August, 2003, as subsequently amended, and as restated the 20th day of September, 2006, by and between each registered investment company set forth on Schedule A to the Agreement (each individually referred to as "Fund", or collectively, "Funds"), severally, on behalf of each of its series of beneficial interest set forth on Schedule A to the Agreement, (each, a "Portfolio"), with respect to each class of shares except Class B Shares (the "Shares") of each Portfolio, and INVESCO AIM DISTRIBUTORS, INC., a Delaware corporation (the "Distributor"), is hereby amended to reflect the addition of Class Y shares to all Funds other than Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio and the addition of Institutional Class shares to AIM Summit Fund. Schedule A of the Agreement is hereby deleted in its entirety and replaced with the following: "SCHEDULE A TO FIRST RESTATED MASTER DISTRIBUTION AGREEMENT (ALL CLASSES OF SHARES EXCEPT CLASS B SHARES) AIM COUNSELOR SERIES TRUST AIM Floating Rate Fund - Class A Class C Class R Class Y Institutional Class AIM Multi-Sector Fund - Class A Class C Class Y Institutional Class AIM Select Real Estate Income Fund - Class A Class C Class Y Institutional Class AIM Structured Core Fund - Class A Class C Class R Class Y Institutional Class
Investor Class AIM Structured Growth Fund - Class A Class C Class R Class Y Institutional Class AIM Structured Value Fund - Class A Class C Class R Class Y Institutional Class AIM EQUITY FUNDS AIM Capital Development Fund - Class A Class C Class R Class Y Institutional Class Investor Class AIM Charter Fund - Class A Class C Class R Class Y Institutional Class AIM Constellation Fund - Class A Class C Class R Class Y Institutional Class AIM Diversified Dividend Fund - Class A Class C Class R Class Y Institutional Class Investor Class AIM Large Cap Basic Value Fund - Class A Class C Class R Class Y Institutional Class Investor Class
2 AIM Large Cap Growth Fund - Class A Class C Class R Class Y Institutional Class Investor Class AIM Summit Fund - Class A Class C Class P Class Y Institutional Class AIM FUNDS GROUP AIM Basic Balanced Fund - Class A Class C Class R Class Y Institutional Class Investor Class AIM European Small Company Fund - Class A Class C Class Y AIM Global Value Fund - Class A Class C Class Y Institutional Class AIM International Small Company Fund - Class A Class C Class Y Institutional Class AIM Mid Cap Basic Value Fund - Class A Class C Class R Class Y Institutional Class AIM Select Equity Fund - Class A Class C Class Y AIM Small Cap Equity Fund - Class A Class C Class R Class Y Institutional Class
3 AIM GROWTH SERIES AIM Basic Value Fund - Class A Class C Class R Class Y Institutional Class AIM Conservative Allocation Fund - Class A Class C Class R Class Y Institutional Class AIM Global Equity Fund - Class A Class C Class R Class Y Institutional Class AIM Growth Allocation Fund - Class A Class C Class R Class Y Institutional Class AIM Income Allocation Fund - Class A Class C Class R Class Y Institutional Class AIM Independence Now Fund- Class A Class C Class R Class Y Institutional Class AIM Independence 2010 Fund- Class A Class C Class R Class Y Institutional Class AIM Independence 2020 Fund- Class A Class C Class R Class Y Institutional Class
4 AIM Independence 2030 Fund- Class A Class C Class R Class Y Institutional Class AIM Independence 2040 Fund- Class A Class C Class R Class Y Institutional Class AIM Independence 2050 Fund- Class A Class C Class R Class Y Institutional Class AIM International Allocation Fund - Class A Class C Class R Class Y Institutional Class AIM Mid Cap Core Equity Fund - Class A Class C Class R Class Y Institutional Class AIM Moderate Allocation Fund - Class A Class C Class R Class Y Institutional Class AIM Moderate Growth Allocation Fund - Class A Class C Class R Class Y Institutional Class AIM Moderately Conservative Allocation Fund - Class A Class C Class R Class Y Institutional Class
5 AIM Small Cap Growth Fund - Class A Class C Class R Class Y Institutional Class Investor Class AIM INTERNATIONAL MUTUAL FUNDS AIM Asia Pacific Growth Fund - Class A Class C Class Y AIM European Growth Fund - Class A Class C Class R Class Y Investor Class AIM Global Growth Fund - Class A Class C Class Y Institutional Class AIM Global Small & Mid Cap Growth Fund - Class A Class C Class Y Institutional Class AIM International Core Equity Fund - Class A Class C Class R Class Y Institutional Class Investor Class AIM International Growth Fund - Class A Class C Class R Class Y Institutional Class AIM INVESTMENT FUNDS AIM China Fund - Class A Class C Class Y Institutional Class AIM Developing Markets Fund - Class A Class C Class Y Institutional Class
6 AIM Global Health Care Fund - Class A Class C Class Y Investor Class AIM International Total Return Fund - Class A Class C Class Y Institutional Class AIM Japan Fund - Class A Class C Class Y Institutional Class AIM LIBOR Alpha Fund - Class A Class C Class R Class Y Institutional Class AIM Trimark Endeavor Fund - Class A Class C Class R Class Y Institutional Class AIM Trimark Fund - Class A Class C Class R Class Y Institutional Class AIM Trimark Small Companies Fund - Class A Class C Class R Class Y Institutional Class AIM INVESTMENT SECURITIES FUNDS AIM Core Bond Fund - Class A Class C Class R Class Y Institutional Class
7 AIM Dynamics Fund - Class A Class C Class R Class Y Institutional Class Investor Class AIM Global Real Estate Fund - Class A Class C Class R Class Y Institutional Class AIM High Yield Fund - Class A Class C Class Y Institutional Class Investor Class AIM Income Fund - Class A Class C Class R Class Y Institutional Class Investor Class AIM Limited Maturity Treasury Fund - Class A Class A3 Class Y Institutional Class AIM Money Market Fund - AIM Cash Reserve Shares Class C Class R Class Y Institutional Class Investor Class AIM Municipal Bond Fund - Class A Class C Class Y Investor Class AIM Real Estate Fund - Class A Class C Class R Class Y Institutional Class Investor Class
8 AIM Short Term Bond Fund - Class A Class C Class R Class Y Institutional Class AIM U.S. Government Fund - Class A Class C Class R Class Y Institutional Class Investor Class AIM SECTOR FUNDS AIM Energy Fund - Class A Class C Class Y Institutional Class Investor Class AIM Financial Services Fund - Class A Class C Class Y Investor Class AIM Gold & Precious Metals Fund - Class A Class C Class Y Investor Class AIM Leisure Fund - Class A Class C Class R Class Y Investor Class AIM Technology Fund - Class A Class C Class Y Institutional Class Investor Class AIM Utilities Fund - Class A Class C Class Y Institutional Class Investor Class
9 AIM TAX-EXEMPT FUNDS AIM High Income Municipal Fund - Class A Class C Class Y Institutional Class AIM Tax-Exempt Cash Fund - Class A Class Y Investor Class AIM Tax-Free Intermediate Fund - Class A Class A3 Class Y Institutional Class AIM TREASURER'S SERIES TRUST Premier Portfolio - Investor Class Premier Tax-Exempt Portfolio - Investor Class Premier U.S. Government Money Portfolio - Investor Class
10 All other terms and provisions of the Agreement not amended herein shall remain in full force and effect. Dated: October 3, 2008 AIM COUNSELOR SERIES TRUST AIM EQUITY FUNDS AIM FUNDS GROUP AIM GROWTH SERIES AIM INTERNATIONAL MUTUAL FUNDS AIM INVESTMENT FUNDS AIM INVESTMENT SECURITIES FUNDS AIM SECTOR FUNDS AIM TAX-EXEMPT FUNDS on behalf of the Shares of each Portfolio listed on Schedule A By: /s/ John M. Zerr ------------------------------------ John M. Zerr Senior Vice President AIM TREASURER'S SERIES TRUST on behalf of the Shares of each Portfolio listed on Schedule A By: /s/ Karen Dunn Kelley ------------------------------------ Karen Dunn Kelley President INVESCO AIM DISTRIBUTORS, INC. By: /s/ John S. Cooper ------------------------------------ John S. Cooper President 11 EX-99.E1.N 8 h66495aexv99we1wn.txt EX-99.E1.N AMENDMENT NO. 13 TO THE FIRST RESTATED MASTER DISTRIBUTION AGREEMENT (ALL CLASSES OF SHARES EXCEPT CLASS B SHARES) The First Restated Master Distribution Agreement (all Classes of shares except Class B Shares) (the "Agreement") made as of the 18th day of August, 2003, as subsequently amended, and as restated the 20th day of September, 2006, by and between each registered investment company set forth on Schedule A to the Agreement (each individually referred to as "Fund", or collectively, "Funds"), severally, on behalf of each of its series of beneficial interest set forth on Schedule A to the Agreement, (each, a "Portfolio"), with respect to each class of shares except Class B Shares (the "Shares") of each Portfolio, and INVESCO AIM DISTRIBUTORS, INC., a Delaware corporation (the "Distributor"), is hereby amended to reflect the addition of a new portfolio - AIM Disciplined Equity Fund. Schedule A of the Agreement is hereby deleted in its entirety and replaced with the following: "SCHEDULE A TO FIRST RESTATED MASTER DISTRIBUTION AGREEMENT (ALL CLASSES OF SHARES EXCEPT CLASS B SHARES) AIM COUNSELOR SERIES TRUST AIM Floating Rate Fund - Class A Class C Class R Class Y Institutional Class AIM Multi-Sector Fund - Class A Class C Class Y Institutional Class AIM Select Real Estate Income Fund - Class A Class C Class Y Institutional Class AIM Structured Core Fund - Class A Class C Class R Class Y Institutional Class Investor Class
AIM Structured Growth Fund - Class A Class C Class R Class Y Institutional Class AIM Structured Value Fund - Class A Class C Class R Class Y Institutional Class AIM EQUITY FUNDS AIM Capital Development Fund - Class A Class C Class R Class Y Institutional Class Investor Class AIM Charter Fund - Class A Class C Class R Class Y Institutional Class AIM Constellation Fund - Class A Class C Class R Class Y Institutional Class AIM Disciplined Equity Fund - Class Y AIM Diversified Dividend Fund - Class A Class C Class R Class Y Institutional Class Investor Class AIM Large Cap Basic Value Fund - Class A Class C Class R Class Y Institutional Class Investor Class
2 AIM Large Cap Growth Fund - Class A Class C Class R Class Y Institutional Class Investor Class AIM Summit Fund - Class A Class C Class P Class Y Institutional Class AIM FUNDS GROUP AIM Basic Balanced Fund - Class A Class C Class R Class Y Institutional Class Investor Class AIM European Small Company Fund - Class A Class C Class Y AIM Global Value Fund - Class A Class C Class Y Institutional Class AIM International Small Company Fund - Class A Class C Class Y Institutional Class AIM Mid Cap Basic Value Fund - Class A Class C Class R Class Y Institutional Class AIM Select Equity Fund - Class A Class C Class Y
3 AIM Small Cap Equity Fund - Class A Class C Class R Class Y Institutional Class AIM GROWTH SERIES AIM Basic Value Fund - Class A Class C Class R Class Y Institutional Class AIM Conservative Allocation Fund - Class A Class C Class R Class Y Institutional Class AIM Global Equity Fund - Class A Class C Class R Class Y Institutional Class AIM Growth Allocation Fund - Class A Class C Class R Class Y Institutional Class AIM Income Allocation Fund - Class A Class C Class R Class Y Institutional Class AIM Independence Now Fund- Class A Class C Class R Class Y Institutional Class AIM Independence 2010 Fund- Class A Class C Class R Class Y Institutional Class
4 AIM Independence 2020 Fund- Class A Class C Class R Class Y Institutional Class AIM Independence 2030 Fund- Class A Class C Class R Class Y Institutional Class AIM Independence 2040 Fund- Class A Class C Class R Class Y Institutional Class AIM Independence 2050 Fund- Class A Class C Class R Class Y Institutional Class AIM International Allocation Fund - Class A Class C Class R Class Y Institutional Class AIM Mid Cap Core Equity Fund - Class A Class C Class R Class Y Institutional Class AIM Moderate Allocation Fund - Class A Class C Class R Class Y Institutional Class AIM Moderate Growth Allocation Fund - Class A Class C Class R Class Y Institutional Class
5 AIM Moderately Conservative Allocation Fund - Class A Class C Class R Class Y Institutional Class AIM Small Cap Growth Fund - Class A Class C Class R Class Y Institutional Class Investor Class AIM INTERNATIONAL MUTUAL FUNDS AIM Asia Pacific Growth Fund - Class A Class C Class Y AIM European Growth Fund - Class A Class C Class R Class Y Investor Class AIM Global Growth Fund - Class A Class C Class Y Institutional Class AIM Global Small & Mid Cap Growth Fund - Class A Class C Class Y Institutional Class AIM International Core Equity Fund - Class A Class C Class R Class Y Institutional Class Investor Class AIM International Growth Fund - Class A Class C Class R Class Y Institutional Class
6 AIM INVESTMENT FUNDS AIM China Fund - Class A Class C Class Y Institutional Class AIM Developing Markets Fund - Class A Class C Class Y Institutional Class AIM Global Health Care Fund - Class A Class C Class Y Investor Class AIM International Total Return Fund - Class A Class C Class Y Institutional Class AIM Japan Fund - Class A Class C Class Y Institutional Class AIM LIBOR Alpha Fund - Class A Class C Class R Class Y Institutional Class AIM Trimark Endeavor Fund - Class A Class C Class R Class Y Institutional Class AIM Trimark Fund - Class A Class C Class R Class Y Institutional Class AIM Trimark Small Companies Fund - Class A Class C Class R Class Y Institutional Class
7 AIM INVESTMENT SECURITIES FUNDS AIM Core Bond Fund - Class A Class C Class R Class Y Institutional Class AIM Dynamics Fund - Class A Class C Class R Class Y Institutional Class Investor Class AIM Global Real Estate Fund - Class A Class C Class R Class Y Institutional Class AIM High Yield Fund - Class A Class C Class Y Institutional Class Investor Class AIM Income Fund - Class A Class C Class R Class Y Institutional Class Investor Class AIM Limited Maturity Treasury Fund - Class A Class A3 Class Y Institutional Class AIM Money Market Fund - AIM Cash Reserve Shares Class C Class R Class Y Institutional Class Investor Class AIM Municipal Bond Fund - Class A Class C Class Y Investor Class
8 AIM Real Estate Fund - Class A Class C Class R Class Y Institutional Class Investor Class AIM Short Term Bond Fund - Class A Class C Class R Class Y Institutional Class AIM U.S. Government Fund - Class A Class C Class R Class Y Institutional Class Investor Class AIM SECTOR FUNDS AIM Energy Fund - Class A Class C Class Y Institutional Class Investor Class AIM Financial Services Fund - Class A Class C Class Y Investor Class AIM Gold & Precious Metals Fund - Class A Class C Class Y Investor Class AIM Leisure Fund - Class A Class C Class R Class Y Investor Class AIM Technology Fund - Class A Class C Class Y Institutional Class Investor Class
9 AIM Utilities Fund - Class A Class C Class Y Institutional Class Investor Class AIM TAX-EXEMPT FUNDS AIM High Income Municipal Fund - Class A Class C Class Y Institutional Class AIM Tax-Exempt Cash Fund - Class A Class Y Investor Class AIM Tax-Free Intermediate Fund - Class A Class A3 Class Y Institutional Class AIM TREASURER'S SERIES TRUST Premier Portfolio - Investor Class Premier Tax-Exempt Portfolio - Investor Class Premier U.S. Government Money Portfolio - Investor Class
10 All other terms and provisions of the Agreement not amended herein shall remain in full force and effect. Dated: [May __, 2009] AIM COUNSELOR SERIES TRUST AIM EQUITY FUNDS AIM FUNDS GROUP AIM GROWTH SERIES AIM INTERNATIONAL MUTUAL FUNDS AIM INVESTMENT FUNDS AIM INVESTMENT SECURITIES FUNDS AIM SECTOR FUNDS AIM TAX-EXEMPT FUNDS on behalf of the Shares of each Portfolio listed on Schedule A By: ------------------------------------ John M. Zerr Senior Vice President AIM TREASURER'S SERIES TRUST on behalf of the Shares of each Portfolio listed on Schedule A By: ------------------------------------ Karen Dunn Kelley President INVESCO AIM DISTRIBUTORS, INC. By: ------------------------------------ John S. Cooper President 11 EX-99.E2.H 9 h66495aexv99we2wh.txt EX-99.E2.H AMENDMENT NO. 7 TO FIRST RESTATED MASTER DISTRIBUTION AGREEMENT (CLASS B SHARES) The First Restated Master Distribution Agreement (Class B Shares) (the "Agreement") made as of the 18th day of August, 2003, as subsequently amended, and as restated the 20th day of September, 2006, by and between each registered investment company set forth on Schedule A-1 and Schedule A-2 to the Agreement (each individually referred to as the "Fund", or collectively, the "Funds"), severally, on behalf of each of its series of common stock or beneficial interest, as the case may be, set forth on Schedule A-1 and Schedule A-2 to the Agreement (each, a "Portfolio"), with respect to the Class B Shares (the "Shares") of each Portfolio, and INVESCO AIM DISTRIBUTORS, INC., a Delaware corporation (the "Distributor"), is hereby amended as follows: WHEREAS, the parties desire to amend the Agreement to reflect the name change of AIM Global Value Fund to AIM Global Core Equity Growth Fund. NOW, THEREFORE, Schedule A-1 and Schedule A-2 to the Agreement are hereby deleted in their entirety and replaced with Schedule A-1 and Schedule A-2 attached to this amendment. All other terms and provisions of the Agreement not amended hereby shall remain in full force and effect. Dated: July 24, 2008 EACH FUND LISTED ON SCHEDULE A-1 ON BEHALF OF THE SHARES OF EACH PORTFOLIO LISTED ON SCHEDULE A-1 By: /s/ John M. Zerr ------------------------------------ Name: John M. Zerr Title: Senior Vice President EACH FUND LISTED ON SCHEDULE A-2 ON BEHALF OF THE SHARES OF EACH PORTFOLIO LISTED ON SCHEDULE A-2 By: /s/ John M. Zerr ------------------------------------ Name: John M. Zerr Title: Senior Vice President INVESCO AIM DISTRIBUTORS, INC. By: /s/ John C. Cooper ------------------------------------ Name: John C. Cooper Title: President "SCHEDULE A-1 TO AMENDED AND RESTATED MASTER DISTRIBUTION AGREEMENT (CLASS B SHARES) AIM EQUITY FUNDS PORTFOLIOS AIM Capital Development Fund AIM Charter Fund AIM Constellation Fund AIM Diversified Dividend Fund AIM Large Cap Basic Value Fund AIM Large Cap Growth Fund AIM Summit Fund AIM FUNDS GROUP PORTFOLIOS AIM Basic Balanced Fund AIM European Small Company Fund AIM Global Core Equity Fund AIM International Small Company Fund AIM Mid Cap Basic Value Fund AIM Select Equity Fund AIM Small Cap Equity Fund AIM GROWTH SERIES PORTFOLIOS AIM Basic Value Fund AIM Conservative Allocation Fund AIM Global Equity Fund AIM Growth Allocation Fund AIM Income Allocation Fund AIM Independence Now Fund AIM Independence 2010 Fund AIM Independence 2020 Fund AIM Independence 2030 Fund AIM Independence 2040 Fund AIM Independence 2050 Fund AIM International Allocation Fund AIM Mid Cap Core Equity Fund AIM Moderate Allocation Fund AIM Moderate Growth Allocation Fund AIM Moderately Conservative Allocation Fund AIM Small Cap Growth Fund 2 AIM INTERNATIONAL MUTUAL FUNDS PORTFOLIOS AIM Asia Pacific Growth Fund AIM European Growth Fund AIM Global Growth Fund AIM Global Small & Mid Cap Growth Fund AIM International Core Equity Fund AIM International Growth Fund AIM INVESTMENT FUNDS PORTFOLIOS AIM China Fund AIM Developing Markets Fund AIM Global Health Care Fund AIM International Total Return Fund AIM Japan Fund AIM Trimark Fund AIM Trimark Endeavor Fund AIM Trimark Small Companies Fund AIM INVESTMENT SECURITIES FUNDS PORTFOLIOS AIM Core Bond Fund AIM Dynamics Fund AIM Global Real Estate Fund AIM High Yield Fund AIM Income Fund AIM Money Market Fund AIM Municipal Bond Fund AIM Real Estate Fund AIM U.S. Government Fund AIM TAX-EXEMPT FUNDS PORTFOLIO AIM High Income Municipal Fund" 3 "SCHEDULE A-2 TO AMENDED AND RESTATED MASTER DISTRIBUTION AGREEMENT (CLASS B SHARES) AIM COUNSELOR SERIES TRUST PORTFOLIOS AIM Multi-Sector Fund AIM Select Real Estate Income Fund AIM Structured Core Fund AIM Structured Growth Fund AIM Structured Value Fund AIM SECTOR FUNDS PORTFOLIOS AIM Energy Fund AIM Financial Services Fund AIM Gold & Precious Metals Fund AIM Leisure Fund AIM Technology Fund AIM Utilities Fund" 4 EX-99.E3 10 h66495aexv99we3.txt EX-99.E3 (INVESCO AIM LOGO) SHAREHOLDER SERVICE AGREEMENT FOR SALE OF SHARES OF THE AIM MUTUAL FUNDS This Shareholder Service Agreement (the "Agreement") being made between Invesco Aim Distributors, Inc. ("Invesco Distributors") and the undersigned authorized dealer ("Dealer"), defines the services to be provided by the Dealer. 1. To the extent that Dealer provides distribution-related and continuing personal shareholder services to customers who may, from time to time, directly or beneficially own shares of the mutual Funds distributed by Invesco Distributors (or designated classes of such Funds) listed in Schedule A, which may be amended from time to time (the "Funds") by Invesco Distributors, including but not limited to, distributing sales literature, answering routine customer inquiries regarding the Funds, assisting customers in changing dividend options, account designations and addresses, and in enrolling into any of several special investment plans offered in connection with the purchase of the Funds' shares, assisting in the establishment and maintenance of customer accounts and records and in the processing of purchase and redemption transactions, investing dividends and capital gains distributions automatically in shares and providing such other services as the Funds or the customer may reasonably request, Invesco Distributors shall pay Dealer a fee periodically or arrange for such fee to be paid to Dealer. 2. The fee paid with respect to each Fund will be calculated at the end of each payment period (as indicated in Schedule A) for each business day of the Fund during such payment period at the annual rate set forth in Schedule A as applied to the average daily net asset value of the shares of such Fund purchased or acquired through exchange on or after the Plan Calculation Date shown for such Fund on Schedule A. Fees calculated in this manner shall be paid to Dealer only if Dealer is the dealer of record at the close of business on the last business day of the applicable payment period, for the account in which such shares are held (the "Subject Shares"). In cases where Invesco Distributors has advanced payment to Dealer of the first year's fee for shares sold at net asset value and subject to a contingent deferred sales charge, no additional payments will be made to Dealer during the first year the Subject Shares are held. 3. The total of the fees calculated for all of the Funds listed on Schedule A for any period with respect to which calculations are made shall be paid to Dealer within 45 days after the close of such period. 4. Invesco Distributors reserves the right to (i) withhold payment with respect to the Subject Shares purchased by Dealer and redeemed or repurchased by the Fund or by Invesco Distributors as Agent within seven (7) business days after the date of Invesco Distributors' confirmation; (ii) withhold payment of any amount which Invesco Distributors is unable to collect from the Funds for any reason; and (iii) to impose, at any time, minimum fee payment requirements before any periodic payments will be made to Dealer hereunder. 5. This Agreement and Schedule A does not require any Dealer to provide transfer agency and recordkeeping related services as nominee for its customers. 1 6. Dealer shall furnish Invesco Distributors and the Funds with such information as shall reasonably be requested either by the trustees of the Funds or by Invesco Distributors with respect to the fees paid to Dealer pursuant to this Agreement. 7. Neither Dealer nor any of its employees or agents are authorized to make any representation concerning shares of the Funds except those contained in the then current Prospectus or Statement of Additional Information for the Funds, and Dealer shall have no authority to act as agent for the Funds or for Invesco Distributors. 8. This Agreement may be amended at any time without Dealer's consent by Invesco Distributors mailing a copy of an amendment to Dealer at the address set forth below. Such amendment shall become effective on the date specified in such amendment unless Dealer elects to terminate this Agreement within thirty (30) days of its receipt of such amendment by giving Invesco Distributors written notification, within (30) days, of Dealer's desire to terminate this Agreement. 9. This Agreement will be terminated by any act which terminates either the Selected Dealer Agreement between Dealer firm and Invesco Distributors or the Fund's Distribution Plan adopted pursuant to Rule 12b-1 under the 1940 Act (each, the "Plan") and in any event, it shall terminate automatically in the event of its assignment as that term is defined in the 1940 Act. 10. The provisions of the Distribution Agreement between any Fund and Invesco Distributors, insofar as they relate to the Plan, are incorporated herein by reference. 11. This Agreement shall become effective upon execution and delivery hereof and shall continue in full force and effect as long as the continuance of the Plan and any related Agreement to the Plan(s) are approved at least annually by a vote of the trustees, including a majority of the dis-interested trustees, cast in person at a meeting called for the purpose of voting thereon. 12. Representations, Warranties and Acknowledgements of Dealer. a) Dealer represents and warrants to Invesco Distributors that: i) it is lawful for Dealer to receive the fees (as Described in Schedule A) payable hereunder; ii) to the extent required by applicable law, Dealer has disclosed to each client that it is receiving the fee under this Agreement; iii) to the extent required by applicable law, Dealer has obtained all necessary consents and authorizations from each client that may have a beneficial interest in the Funds with respect to Dealer's receipt of the fee; iv) Dealer has all requisite authority, pursuant to applicable law and regulation, to enter into and perform its obligations under this Agreement; v) this Agreement is valid and binding obligation of Dealer and is enforceable against Dealer in accordance with its terms, except as such enforceability may be limited by laws regarding bankruptcy and insolvency; vi) all persons signing this Agreement on behalf of Dealer possess full power and authority to do so; and vii) Dealer has sole responsibility for making the determinations of fact and performing the required actions necessary to make the representations and warranties described in this paragraph, and Dealer is not relying on Invesco Distributors or any of its affiliates in any manner to make or assist Dealer in making the representations and warranties described in this paragraph. b) Dealer understands and acknowledges that Invesco Distributors, the Funds, their affiliates and their respective directors and officers: 2 i) make no representations or warranties as to the permissibility, under federal securities laws or federal or state banking laws, of Dealer's receipt of the fee under this Agreement; and ii) may, in their sole discretion, determine that it is necessary or advisable to disclose in the Funds' offering documents the existence and terms of this Agreement and the names of the parties hereto. c) Invesco Distributors hereby informs Dealer and Dealer acknowledges that payments of distribution fees pursuant to this Agreement are subject to applicable rules of the Financial Industry Regulatory Authority ("FINRA"), which rules set forth limitations on such payments. d) Dealer acknowledges that, in accordance with the rules of FINRA, as well as interpretations of the staff of the Securities and Exchange Commission ("SEC"), the classes of the Funds that have Plans providing for more than 0.25% of the average daily net asset value of the shares annually in shareholder service and/or distribution-related fees are not considered to be "no-load" investments, and Dealer represents that it will not market such classes as "no-load" investments. e) Dealer acknowledges that neither it nor any of its employees or agents are authorized to make any representation to its clients concerning the Funds except those contained in the Funds' then current Prospectuses and Statements of Additional Information. f) Dealer acknowledges that it will be acting as an independent contractor under this Agreement and not as an employee or agent of Invesco Distributors, the Funds or any of their affiliates. Dealer represents that it will not hold itself out to any other party as an employee or agent of, or with the authority to bind, Invesco Distributors, the Funds or any of their affiliates in any manner. g) Dealer acknowledges that Invesco Distributors has reserved the right, at its discretion and without notice, to suspend or withdraw the sale of shares of the Funds. h) Dealer represents either that: i) its activities on behalf of its clients and pursuant to this Agreement are not such as to require registration as a broker-dealer with the SEC or in the state(s) in which Dealer engages in such activities; or ii) it is registered as a broker-dealer with the SEC and in the state(s) in which Dealer engages in its activities on behalf of its clients and pursuant to this Agreement. i) Dealer represents that: i) in all material respects it is in compliance and will continue to comply with all applicable laws and regulations; ii) without limiting the generality of the foregoing clause, in all material respects, it is in compliance and will continue to comply with laws and regulations related to and concerning the prevention of money laundering; and iii) it has implemented and follows proper procedures to verify suspicious transactions and to verify the identity of its clients whose assets are invested in any Funds, including without limitation procedures to verify the source of funds for settlement of client transactions. iv) it is a member in good standing of FINRA, and: (1) it agrees to comply, in all material respects, with the rules of FINRA, including without limitation the rules pertaining to determining suitability of the Funds and the various classes thereof, including any particular class of the Funds, as an investment for its clients; 3 (2) its expulsion from FINRA will automatically terminate the Agreement and any obligations of Invesco Distributors hereunder, without notice; and (3) its suspension from FINRA or a material violation by Dealer of applicable federal and/or state laws, rules and regulations will terminate this Agreement effective upon notice received by Dealer from Invesco Distributors. v) if it is not a registered broker-dealer, Dealer will comply in, all material respects, with the rules, regulations and/or fiduciary standards applicable to its business operations, including without limitation any rules, regulations or fiduciary standards pertaining to assessing the appropriateness of the Funds, including any particular class, as an investment for its clients. j) Dealer acknowledges, represents and agrees that it will not accept any compensation for promoting or selling Funds' shares in the form of "directed brokerage" directed to it by a Fund. Directed brokerage includes any arrangement, whether explicit or implicit, in which Dealer receives, in consideration for or recognition of the sale of Funds' shares, support payments in the form of brokerage commissions, brokerage transactions (orders for the purchase or sale of the Funds' securities), or mark ups or other quid pro quo-type arrangements, such as the purchase or sale of a security issued by Dealer or its affiliates in recognition of Dealer's sale or promotion of Funds' shares or client referrals. Dealer will provide Invesco Distributors or its affiliates from time to time, upon request, such information as is reasonably necessary for Invesco Distributors or its affiliates to verify that Dealer has complied with the provisions of this paragraph. 13. Indemnification. a) Dealer will indemnify, defend and hold harmless Invesco Distributors, the Funds, their affiliates and their respective officers, directors and employees from and against any and all liabilities, losses, damages, claims, costs, payments and/or expenses of any kind or character, including reasonable fees of counsel, paid or incurred by any one or more of them, or all of them, directly or indirectly (or actions in respect thereof), whether joint or several, arising out of or in connection with any misrepresentations made by Dealer in connection with this Agreement, or any other breach by Dealer of the terms of this Agreement, except where such liabilities, losses, damages, claims, costs, payments and/or expenses result from the gross negligence or willful misconduct of Invesco Distributors, the Funds, their affiliates or their respective officers, directors or employees. b) Invesco Distributors will indemnify, defend and hold harmless Dealer and its officers, directors and employees from and against any and all liabilities, losses, damages, claims, costs, payments and/or expenses of any kind or character, including reasonable fees of counsel, paid or incurred by any one or more of them, or all of them, directly or indirectly (or actions in respect thereof), whether joint or several, arising out of or in connection with any misrepresentations made by Invesco Distributors in connection with this Agreement, or any other breach by Invesco Distributors of the terms of this Agreement, except where such liabilities, losses, damages, claims, costs, payments and/or expenses result from the gross negligence or willful misconduct of Dealer or its officers, directors or employees. 14. Term and Termination. a) The Agreement will commence upon execution by Invesco Distributors and shall continue in full force and effect as long as the continuance of the Plan is approved at least annually by a vote of the trustees, including a majority of the dis-interested trustees, cast in person at a meeting called for the purpose of voting thereon. b) Either party may terminate the Agreement at any time on not less than 10 days' written notice to the other party. The Agreement will terminate automatically in the event of its assignment, the term "assignment" for this purpose having the meaning defined in Section 2(a) (4) of the 1940 Act. 15. Notice. 4 Any notice which any party hereto may be required or may desire to give hereunder shall be deemed to have been given if delivered personally or if mailed, postage prepaid, by United States registered or certified mail, return receipt requested, or by overnight express courier addressed as follows: As to Invesco Distributors: As to Dealer: Invesco Aim Distributors, Inc. 11 Greenway Plaza Suite 100 Houston, Texas 77049 Attention: President and General Counsel Attention: or at such other addresses or to the attention of such other persons as may from time to time be designated by the party to be addresses by written notice to the other parties in the manner herein provided. Notices, demands and requests given in the manner aforesaid shall be deemed sufficiently served or given for all purposes hereunder when received or when delivery is refused by the party or when the same are returned to sender for failure to be called for. 16. Choice of Law. The Agreement and all rights and obligations of the parties hereunder will be governed by and construed under the laws of the State of Texas without regard to its choice of law provisions. 17. Non-Exclusivity. Each party to the Agreement agrees that the arrangements described herein are intended to be non-exclusive and that either party may enter into similar agreements and arrangements with other parties. 18. Entire Agreement. The provisions, terms and conditions of this Agreement represent the entire agreement between the parties with respect to the subject matter hereof. In the event inconsistencies exist between this Agreement and any other agreement or understanding with respect to the subject matter hereof, the terms of this Agreement shall prevail. 5 IN WITNESS WHEREOF, the undersigned have executed this Agreement which is effective as of the date written below by Invesco Distributors. INVESCO AIM DISTRIBUTORS, INC. Signature: -------------------------- Name: ------------------------------- Title: ------------------------------ Dated: ------------------------------ [DEALER] Signature: -------------------------- Name: ------------------------------- Title: ------------------------------ Dated: ------------------------------ 6 SCHEDULE "A" TO SHAREHOLDER SERVICE AGREEMENT
FUND FEE RATE* PLAN CALCULATION DATE ----------------------------------------------------- --------- --------------------- AIM Asia Pacific Growth Fund A Shares 0.25 November 1, 1997 AIM Asia Pacific Growth Fund B Shares 0.25 November 1, 1997 AIM Asia Pacific Growth Fund C Shares 1.00** November 1, 1997 AIM Basic Balanced Fund A Shares 0.25 September 28, 2001 AIM Basic Balanced Fund B Shares 0.25 September 28, 2001 AIM Basic Balanced Fund C Shares 1.00** September 28, 2001 AIM Basic Balanced Fund R Shares 0.50** April 30, 2004 AIM Basic Balanced Fund Investor Shares*** 0.25 July 18, 2005 AIM Basic Value Fund A Shares 0.25 May 29, 1998 AIM Basic Value Fund B Shares 0.25 May 29, 1998 AIM Basic Value Fund C Shares 1.00** May 3, 1999 AIM Basic Value Fund R Shares 0.50** June 3, 2002 AIM Capital Development Fund A Shares 0.25 June 17, 1996 AIM Capital Development Fund B Shares 0.25 October 1, 1996 AIM Capital Development Fund C Shares 1.00** August 4, 1997 AIM Capital Development Fund R Shares 0.50** June 3, 2002 AIM Capital Development Fund Investor Shares*** 0.25 November 30, 2004 AIM Charter Fund A Shares 0.25 November 18, 1986 AIM Charter Fund B Shares 0.25 June 15, 1995 AIM Charter Fund C Shares 1.00** August 4, 1997 AIM Charter Fund R Shares 0.50** June 3, 2002 AIM China Fund A Shares 0.25 March 31, 2006 AIM China Fund B Shares 0.25 March 31, 2006 AIM China Fund C Shares 1.00** March 31, 2006 AIM Conservative Allocation Fund A Shares 0.25 April 30, 2004 AIM Conservative Allocation Fund B Shares 0.25 April 30, 2004 AIM Conservative Allocation Fund C Shares 1.00** April 30, 2004 AIM Conservative Allocation Fund R Shares 0.50** April 30, 2004 AIM Constellation Fund A Shares 0.25 September 9, 1986 AIM Constellation Fund B Shares 0.25 November 3, 1997 AIM Constellation Fund C Shares 1.00** August 4, 1997 AIM Constellation Fund R Shares 0.50** June 3, 2002 AIM Core Bond Fund A Shares 0.25 December 31, 2001 AIM Core Bond Fund B Shares 0.25 December 31, 2001 AIM Core Bond Fund C Shares 1.00** December 31, 2001 AIM Core Bond Fund R Shares 0.50** April 30, 2004 AIM Developing Markets Fund A Shares 0.25 May 29, 1998 AIM Developing Markets Fund B Shares 0.25 May 29, 1998 AIM Developing Markets Fund C Shares 1.00** March 1, 1999 AIM Diversified Dividend Fund A Shares 0.25 December 31, 2001 AIM Diversified Dividend Fund B Shares 0.25 December 31, 2001 AIM Diversified Dividend Fund C Shares 1.00** December 31, 2001 AIM Diversified Dividend Fund R Shares 0.50** October 25, 2005 AIM Diversified Dividend Fund Investor Shares*** 0.25 July 18, 2005 AIM Dynamics Fund A Shares 0.25 March 29, 2002 AIM Dynamics Fund B Shares 0.25 March 29, 2002 AIM Dynamics Fund C Shares 1.00** June 1, 2000 AIM Dynamics Fund R Shares 0.50** October 25, 2005 AIM Dynamics Fund Investor Shares*** 0.25 June 1, 2000
7
FUND FEE RATE* PLAN CALCULATION DATE ----------------------------------------------------- --------- --------------------- AIM Energy Fund A Shares 0.25 March 29, 2002 AIM Energy Fund B Shares 0.25 March 29, 2002 AIM Energy Fund C Shares 1.00** June 1, 2000 AIM Energy Fund Investor Shares*** 0.25 June 1, 2000 AIM European Growth Fund A Shares 0.25 November 1, 1997 AIM European Growth Fund B Shares 0.25 November 1, 1997 AIM European Growth Fund C Shares 1.00** November 1, 1997 AIM European Growth Fund R Shares 0.50** June 3, 2002 AIM European Growth Fund Investor Shares*** 0.25 September 30, 2003 AIM European Small Company Fund A Shares 0.25 August 31, 2000 AIM European Small Company Fund B Shares 0.25 August 31, 2000 AIM European Small Company Fund C Shares 1.00** August 31, 2000 AIM Financial Services Fund A Shares 0.25 March 29, 2002 AIM Financial Services Fund B Shares 0.25 March 29, 2002 AIM Financial Services Fund C Shares 1.00** June 1, 2000 AIM Financial Services Fund Investor Shares*** 0.25 June 1, 2000 AIM Floating Rate Fund A Shares 0.25 April 14, 2006 AIM Floating Rate Fund C Shares 0.75** April 14, 2006 AIM Floating Rate Fund R Shares 0.50** April 14, 2006 AIM Global Core Equity Fund A Shares 0.25 December 29, 2000 AIM Global Core Equity Fund B Shares 0.25 December 29, 2000 AIM Global Core Equity Fund C Shares 1.00** December 29, 2000 AIM Global Equity Fund A Shares 0.25** May 29, 1998 AIM Global Equity Fund B Shares 0.25 May 29, 1998 AIM Global Equity Fund C Shares 1.00** May 29, 1998 AIM Global Equity Fund R Shares 0.50** October 31, 2005 AIM Global Growth Fund A Shares 0.25** September 15, 1994 AIM Global Growth Fund B Shares 0.25 September 15, 1994 AIM Global Growth Fund C Shares 1.00** August 4, 1997 AIM Global Health Care Fund A Shares 0.25** May 29, 1998 AIM Global Health Care Fund B Shares 0.25 May 29, 1998 AIM Global Health Care Fund C Shares 1.00** March 1, 1999 AIM Global Health Care Fund Investor Shares*** 0.25 July 18, 2005 AIM Global Real Estate Fund A Shares 0.25 April 29, 2005 AIM Global Real Estate Fund B Shares 0.25 April 29, 2005 AIM Global Real Estate Fund C Shares 1.00** April 29, 2005 AIM Global Real Estate Fund R Shares 0.50** April 29, 2005 AIM Global Small & Mid Cap Growth Fund A Shares 0.25** September 15, 1994 AIM Global Small & Mid Cap Growth Fund B Shares 0.25 September 15, 1994 AIM Global Small & Mid Cap Growth Fund C Shares 1.00** August 4, 1997 AIM Gold & Precious Metals Fund A Shares 0.25 March 29, 2002 AIM Gold & Precious Metals Fund B Shares 0.25 March 29, 2002 AIM Gold & Precious Metals Fund C Shares 1.00** June 1, 2000 AIM Gold & Precious Metals Fund Investor Shares*** 0.25 June 1, 2000 AIM Growth Allocation Fund A Shares 0.25 April 30, 2004 AIM Growth Allocation Fund B Shares 0.25 April 30, 2004 AIM Growth Allocation Fund C Shares 1.00** April 30, 2004 AIM Growth Allocation Fund R Shares 0.50** April 30, 2004 AIM High Income Municipal Fund A Shares 0.25 December 22, 1997 AIM High Income Municipal Fund B Shares 0.25 December 22, 1997 AIM High Income Municipal Fund C Shares 1.00** December 22, 1997 AIM High Yield Fund A Shares 0.25 July 1, 1992 AIM High Yield Fund B Shares 0.25 September 1, 1993 AIM High Yield Fund C Shares 1.00** August 4, 1997 AIM High Yield Fund Investor Shares*** 0.25 September 30, 2003
8
FUND FEE RATE* PLAN CALCULATION DATE ----------------------------------------------------- --------- --------------------- AIM Income Allocation Fund A Shares 0.25 October 25, 2005 AIM Income Allocation Fund B Shares 0.25 October 25, 2005 AIM Income Allocation Fund C Shares 1.00** October 25, 2005 AIM Income Allocation Fund R Shares 0.50** October 25, 2005 AIM Income Fund A Shares 0.25 July 1, 1992 AIM Income Fund B Shares 0.25 September 1, 1993 AIM Income Fund C Shares 1.00** August 4, 1997 AIM Income Fund R Shares 0.50** June 3, 2002 AIM Income Fund Investor Shares*** 0.25 September 30, 2003 AIM Independence Now Fund A Shares 0.25 January 31, 2007 AIM Independence Now Fund B Shares 0.25 January 31, 2007 AIM Independence Now Fund C Shares 0.50** January 31, 2007 AIM Independence Now Fund R Shares 1.00** January 31, 2007 AIM Independence 2010 Fund A Shares 0.25 January 31, 2007 AIM Independence 2010 Fund B Shares 0.25 January 31, 2007 AIM Independence 2010 Fund C Shares 0.50** January 31, 2007 AIM Independence 2010 Fund R Shares 1.00** January 31, 2007 AIM Independence 2020 Fund A Shares 0.25 January 31, 2007 AIM Independence 2020 Fund B Shares 0.25 January 31, 2007 AIM Independence 2020 Fund C Shares 0.50** January 31, 2007 AIM Independence 2020 Fund R Shares 1.00** January 31, 2007 AIM Independence 2030 Fund A Shares 0.25 January 31, 2007 AIM Independence 2030 Fund B Shares 0.25 January 31, 2007 AIM Independence 2030 Fund C Shares 0.50** January 31, 2007 AIM Independence 2030 Fund R Shares 1.00** January 31, 2007 AIM Independence 2040 Fund A Shares 0.25 January 31, 2007 AIM Independence 2040 Fund B Shares 0.25 January 31, 2007 AIM Independence 2040 Fund C Shares 0.50** January 31, 2007 AIM Independence 2040 Fund R Shares 1.00** January 31, 2007 AIM Independence 2050 Fund A Shares 0.25 January 31, 2007 AIM Independence 2050 Fund B Shares 0.25 January 31, 2007 AIM Independence 2050 Fund C Shares 0.50** January 31, 2007 AIM Independence 2050 Fund R Shares 1.00** January 31, 2007 AIM International Allocation Fund A Shares 0.25 October 31, 2005 AIM International Allocation Fund B Shares 0.25 October 31, 2005 AIM International Allocation Fund C Shares 1.00** October 31, 2005 AIM International Allocation Fund R Shares 0.50** October 31, 2005 AIM International Core Equity Fund A Shares 0.25 March 29, 2002 AIM International Core Equity Fund B Shares 0.25 March 29, 2002 AIM International Core Equity Fund C Shares 1.00** June 1, 2000 AIM International Core Equity Fund R Shares 0.50** November 24, 2003 AIM International Core Equity Fund Investor Shares*** 0.25 June 1, 2000 AIM International Growth Fund A Shares 0.25 May 21, 1992 AIM International Growth Fund B Shares 0.25 September 15, 1994 AIM International Growth Fund C Shares 1.00** August 4, 1997 AIM International Growth Fund R Shares 0.50** June 3, 2002 AIM International Small Company Fund A Shares 0.25 August 31, 2000 AIM International Small Company Fund B Shares 0.25 August 31, 2000 AIM International Small Company Fund C Shares 1.00** August 31, 2000 AIM International Total Return Fund A Shares 0.25 March 31, 2006 AIM International Total Return Fund B Shares 0.25 March 31, 2006 AIM International Total Return Fund C Shares 1.00** March 31, 2006 AIM Japan Fund A Shares 0.25 March 31, 2006 AIM Japan Fund B Shares 0.25 March 31, 2006 AIM Japan Fund C Shares 1.00** March 31, 2006
9
FUND FEE RATE* PLAN CALCULATION DATE ----------------------------------------------------- --------- --------------------- AIM Large Cap Basic Value Fund A Shares 0.25 July 15, 1999 AIM Large Cap Basic Value Fund B Shares 0.25 August 1, 2000 AIM Large Cap Basic Value Fund C Shares 1.00** August 1, 2000 AIM Large Cap Basic Value Fund R Shares 0.50** June 3, 2002 AIM Large Cap Basic Value Fund Investor Shares*** 0.25 September 30, 2003 AIM Large Cap Growth Fund A Shares 0.25 March 1, 1999 AIM Large Cap Growth Fund B Shares 0.25 April 5, 1999 AIM Large Cap Growth Fund C Shares 1.00** April 5, 1999 AIM Large Cap Growth Fund R Shares 0.50** June 3, 2002 AIM Large Cap Growth Fund Investor Shares*** 0.25 September 30, 2003 AIM Leisure Fund A Shares 0.25 March 29, 2002 AIM Leisure Fund B Shares 0.25 March 29, 2002 AIM Leisure Fund C Shares 1.00** June 1, 2000 AIM Leisure Fund R Shares 0.50** October 25, 2005 AIM Leisure Fund Investor Shares*** 0.25 June 1, 2000 AIM LIBOR Alpha Fund A Shares 0.25 March 31, 2006 AIM LIBOR Alpha Fund C Shares 0.50** March 31, 2006 AIM LIBOR Alpha Fund R Shares 0.50** March 31, 2006 AIM Limited Maturity Treasury Fund A Shares (1) 0.15 December 2, 1987 AIM Limited Maturity Treasury Fund A3 Shares 0.25 October 31, 2002 AIM Mid Cap Basic Value Fund A Shares 0.25 December 31, 2001 AIM Mid Cap Basic Value Fund B Shares 0.25 December 31, 2001 AIM Mid Cap Basic Value Fund C Shares 1.00** December 31, 2001 AIM Mid Cap Basic Value Fund R Shares 0.50** April 30, 2004 AIM Mid Cap Core Equity Fund A Shares 0.25 May 29, 1998 AIM Mid Cap Core Equity Fund B Shares 0.25 May 29, 1998 AIM Mid Cap Core Equity Fund C Shares 1.00** May 3, 1999 AIM Mid Cap Core Equity Fund R Shares 0.50** June 3, 2002 AIM Moderate Allocation Fund A Shares 0.25 April 30, 2004 AIM Moderate Allocation Fund B Shares 0.25 April 30, 2004 AIM Moderate Allocation Fund C Shares 1.00** April 30, 2004 AIM Moderate Allocation Fund R Shares 0.50** April 30, 2004 AIM Moderate Growth Allocation Fund A Shares 0.25 April 29, 2005 AIM Moderate Growth Allocation Fund B Shares 0.25 April 29, 2005 AIM Moderate Growth Allocation Fund C Shares 1.00** April 29, 2005 AIM Moderate Growth Allocation Fund R Shares 0.50** April 29, 2005 AIM Moderately Conservative Allocation Fund A Shares 0.25 April 29, 2005 AIM Moderately Conservative Allocation Fund B Shares 0.25 April 29, 2005 AIM Moderately Conservative Allocation Fund C Shares 1.00** April 29, 2005 AIM Moderately Conservative Allocation Fund R Shares 0.50** April 29, 2005 AIM Money Market Fund B Shares 0.25 October 18, 1993 AIM Money Market Fund C Shares 1.00** August 4, 1997 AIM Money Market Fund R Shares 0.50** June 3, 2002 AIM Money Market Fund Cash Reserve Shares 0.25 October 18, 1993 AIM Multi-Sector Fund A Shares 0.25 August 30, 2002 AIM Multi-Sector Fund B Shares 0.25 August 30, 2002 AIM Multi-Sector Fund C Shares 1.00** August 30, 2002 AIM Municipal Bond Fund A Shares 0.25 July 1, 1992 AIM Municipal Bond Fund B Shares 0.25 September 1, 1993 AIM Municipal Bond Fund C Shares 1.00** August 4, 1997 AIM Municipal Bond Fund Investor Shares*** 0.25 September 30, 2003 AIM Real Estate Fund A Shares (1) 0.25 August 4, 1997
---------- (1) AIM Limited Maturity Treasury Fund - Class A, AIM Real Estate Fund and AIM Small Cap Growth Fund are closed to new investors. 10
FUND FEE RATE* PLAN CALCULATION DATE ----------------------------------------------------- --------- --------------------- AIM Real Estate Fund B Shares (1) 0.25 March 3, 1998 AIM Real Estate Fund C Shares (1) 1.00** August 4, 1997 AIM Real Estate Fund R Shares (1) 0.50** April 30, 2004 AIM Real Estate Fund Investor Shares (1)*** 0.25 September 30, 2003 AIM Select Equity Fund A Shares 0.25 July 1, 1992 AIM Select Equity Fund B Shares 0.25 September 1,1993 AIM Select Equity Fund C Shares 1.00** August 4, 1997 AIM Select Real Estate Income Fund A Shares 0.25 March 9, 2007 AIM Select Real Estate Income Fund B Shares 0.25 March 9, 2007 AIM Select Real Estate Income Fund C Shares 1.00** March 9, 2007 AIM Short Term Bond Fund A Shares 0.25 April 30, 2004 AIM Short Term Bond Fund C Shares 0.50** August 30, 2002 AIM Short Term Bond Fund R Shares 0.50** April 30, 2004 AIM Small Cap Equity Fund A Shares 0.25 August 31, 2000 AIM Small Cap Equity Fund B Shares 0.25 August 31, 2000 AIM Small Cap Equity Fund C Shares 1.00** August 31, 2000 AIM Small Cap Equity Fund R Shares 0.50** June 3, 2002 AIM Small Cap Growth Fund A Shares (1) 0.25 May 29, 1998 AIM Small Cap Growth Fund B Shares (1) 0.25 May 29, 1998 AIM Small Cap Growth Fund C Shares (1) 1.00** May 3, 1999 AIM Small Cap Growth Fund R Shares (1) 0.50** June 3, 2002 AIM Small Cap Growth Fund Investor Shares (1)*** 0.25 April 10, 2006 AIM Structured Core Fund A Shares 0.25 March 31, 2006 AIM Structured Core Fund B Shares 0.25 March 31, 2006 AIM Structured Core Fund C Shares 1.00** March 31, 2006 AIM Structured Core Fund R Shares 0.50** March 31, 2006 AIM Structured Core Fund Investor Shares*** 0.25 April 28, 2008 AIM Structured Growth Fund A Shares 0.25 March 31, 2006 AIM Structured Growth Fund B Shares 0.25 March 31, 2006 AIM Structured Growth Fund C Shares 1.00** March 31, 2006 AIM Structured Growth Fund R Shares 0.50** March 31, 2006 AIM Structured Value Fund A Shares 0.25 March 31, 2006 AIM Structured Value Fund B Shares 0.25 March 31, 2006 AIM Structured Value Fund C Shares 1.00** March 31, 2006 AIM Structured Value Fund R Shares 0.50** March 31, 2006 AIM Summit Fund A Shares 0.25 October 31, 2005 AIM Summit Fund B Shares 0.25 October 31, 2005 AIM Summit Fund C Shares 1.00** October 31, 2005 AIM Summit Fund P Shares+ 0.10+ December 8, 2006 AIM Tax-Exempt Cash Fund A Shares 0.10 July 1, 1992 AIM Tax-Free Intermediate Fund A3 Shares 0.25 October 31, 2002 AIM Technology Fund A Shares 0.25 March 29, 2002 AIM Technology Fund B Shares 0.25 March 29, 2002 AIM Technology Fund C Shares 1.00** June 1, 2000 AIM Technology Fund Investor Shares*** 0.25 June 1, 2000 AIM Trimark Endeavor Fund A Shares 0.25 November 4, 2003 AIM Trimark Endeavor Fund B Shares 0.25 November 4, 2003 AIM Trimark Endeavor Fund C Shares 1.00** November 4, 2003 AIM Trimark Endeavor Fund R Shares 0.50** April 30, 2004 AIM Trimark Fund A Shares 0.25 November 4, 2003 AIM Trimark Fund B Shares 0.25 November 4, 2003 AIM Trimark Fund C Shares 1.00** November 4, 2003 AIM Trimark Fund R Shares 0.50** April 30, 2004 AIM Trimark Small Companies Fund A Shares 0.25 November 4, 2003 AIM Trimark Small Companies Fund B Shares 0.25 November 4, 2003
11
FUND FEE RATE* PLAN CALCULATION DATE ----------------------------------------------------- --------- --------------------- AIM Trimark Small Companies Fund C Shares 1.00** November 4, 2003 AIM Trimark Small Companies Fund R Shares 0.50** April 30, 2004 AIM U.S. Government Fund A Shares 0.25 July 1, 1992 AIM U.S. Government Fund B Shares 0.25 September 1, 1993 AIM U.S. Government Fund C Shares 1.00** August 4, 1997 AIM U.S. Government Fund R Shares 0.50** June 3, 2002 AIM U.S. Government Fund Investor Shares*** 0.25 September 30, 2003 AIM Utilities Fund A Shares 0.25 March 29, 2002 AIM Utilities Fund B Shares 0.25 March 29, 2002 AIM Utilities Fund C Shares 1.00** September 28, 2001 AIM Utilities Fund Investor Shares*** 0.25 June 1, 2000
* Frequency of Payments: Quarterly: Class A share payments begin immediately (unless Dealer's customer purchases at net asset value and Dealer receives a commission, in which case it will begin after an initial 12-month holding period); Class A3 and Investor Class share payments begin immediately; and Class B, C and R share (except for AIM Short Term Bond Fund and AIM LIBOR Alpha Fund) payments begin after an initial 12 month holding period. Class C share payments with respect to AIM Short Term Bond Fund and AIM LIBOR Alpha Fund begin immediately. Where the broker dealer or financial institution waives, pursuant to the terms of the prospectus, the 1% (0.75% with respect to AIM Floating Rate Fund) up-front commission on Class C shares or the 0.50% up-front commission on Class R shares, payments commence immediately. ** Of this amount, 0.25% is paid as a shareholder servicing fee and the remainder is paid as an asset-based sales charge, as those terms are defined under the rules of FINRA. *** Closed to new investors. Certain investors, including shareholders who had established an account, prior to April 1, 2002, in Investor Class shares of any of the funds currently distributed by Invesco Distributors and have continuously maintained such relationships may make additional purchases and reinvest dividends and capital gains distributions into their accounts. See the prospectus for the complete list of investors who may purchase Investor Class shares. Minimum Payments: $50 (with respect to all funds in the aggregate.) No payment pursuant to this Schedule is payable to a dealer, bank or other service provider for the first year with respect to sales of $1 million or more, at no load, in cases where Invesco Distributors has advanced the service fee to the dealer, bank or other service provider. + Closed to new investors. Only shareholders with accounts in the former AIM Summit Investors Plans I or II (the "Plan") at the close of business on December 8, 2006, may continue to purchase Class P shares until the total of their combined investments in the Plan and in Class P shares directly equals the face amount of their former Plan under the 30 year extended investment option. The face amount of a Plan is the combined total of all scheduled monthly investments under the Plan. For a Plan with a scheduled monthly investment of $100.00, the face amount would have been $36,000.00 under the 30 year extended investment option. 12 EX-99.E4 11 h66495aexv99we4.txt EX-99.E4 (INVESCO AIM LOGO) BANK SHAREHOLDER SERVICE AGREEMENT This Bank Shareholder Service Agreement (the "Agreement") has been adopted pursuant to Rule 12b-1 under the Investment Company Act of 1940 (the "1940 Act"), by each of the Registered Investment Companies (or designated classes of such funds) listed in Schedule A, which may be amended from time to time by Invesco Aim Distributors, Inc. (the "Distributors") to this Agreement (the "Funds"), under a Distribution Plan (the "Plan") adopted pursuant to said Rule. The undersigned bank ("Bank") desires to enter into an agreement with Distributors for servicing of Bank's agency clients who are shareholders of, and the administration of such shareholder accounts in the Shares (defined below). Subject to the Bank's acceptance of this Agreement, the terms and conditions of this Agreement shall be as follows: 1. Bank shall provide continuing personal shareholder and administration services for the Funds, which may be amended from time to time (the "Shares"), who are also Bank's clients. Such services to Bank's clients may include, without limitation, some or all of the following: distributing sales literature, answering routine client inquiries regarding the Shares, assisting clients in changing dividend options, account designations and addresses, and in enrolling into any of several special investment plans offered in connection with the purchase of the Shares, assisting in the establishment and maintenance of client accounts and records and such other administrative services as Distributors reasonably may request, to the extent Bank is permitted by applicable statute, rule or regulation to provide such services. Bank represents that it shall accept fees hereunder only so long as it continues to provide personal shareholder services to its clients. 2. Shares purchased by Bank as agents for its clients will be registered [(choose one) (in Bank's name or in the name of Bank nominee) (in the names of Bank's clients)]. The client will be the beneficial owner of the Shares purchased and Shares will be held by Bank in accordance with the client's instructions and the client may exercise all applicable rights of a holder of such Shares. Bank agrees to transmit to the Shares' transfer agent in a timely manner, all purchase orders and redemption requests of Bank's clients and to forward to each client any proxy statements, periodic shareholder reports and other communications received from Distributors by Bank on behalf of Bank's clients. Distributors agrees to pay all out-of-pocket expenses actually incurred by Distributors in connection with the transfer by Bank of such proxy statements and reports to Bank's clients as required by applicable law or regulation. Bank agrees to transfer record ownership of a client's Shares to the client promptly upon the request of a client. In addition, record ownership will be promptly transferred to the client in the event that the person or entity ceases to be Bank's client. 3. Within three (3) business days of placing a purchase order Bank agrees to send (i) a cashiers check to Distributors, or (ii) a wire transfer to the Shares' transfer agent, in an amount equal to the amount of all purchase orders placed by Bank on behalf of Bank's clients and accepted by Distributors. 4. Bank agrees to make available to Distributors, upon Distributors' request, such information relating to Bank's clients who are beneficial owners of Shares and their transactions in such Shares as may be required by applicable laws and regulations or as may be reasonably requested by Distributors. The names of Bank's clients shall remain its sole property and shall not be used by Distributors for any other purpose except as needed for servicing and information mailings in the normal course of business to holders of the Shares. 5. Bank shall provide such facilities and personnel (which may be all or any part of the facilities currently used in its business, or all or any personnel employed by Bank) as may be necessary or beneficial in carrying out the purposes of this Agreement. 6. Except as may be provided in a separate written agreement between Distributors and Bank, neither Bank nor any of Bank's employees or agents are authorized to assist in distribution of any of the Shares except those contained in the then current Prospectus applicable to the Shares; and Bank shall have no authority to act as agent for Distributors or the Funds. Neither the Funds, Invesco Aim Advisors, Inc. nor Distributors will be a party, nor will they be represented as a party, to any agreement that Bank may enter into with the Bank's clients. 7. In consideration of the services and facilities described herein, Bank shall receive from Distributors an annual service fee, payable at such intervals as may be set forth in Schedule A hereto, of a percentage of the aggregate average net asset value of the Shares owned beneficially by Bank's clients during each payment period, as set forth in Schedule A hereto, which may be amended from time to time by Distributors. Bank understands that this Agreement and the payment of such service fees has been authorized and approved by the Boards of Trustees of the Funds, and is subject to limitations imposed by the Financial Industry Regulatory Authority, Inc. ("FINRA"). In cases where Distributors has advanced payments to Bank of the first year's fee for shares sold with a contingent deferred sales charge, no payments will be made to Bank during the first year the subject Shares are held. 8. The Funds reserve the right, at their discretion and without notice, to suspend the sale of any Shares or withdraw the sale of Shares. 9. Bank understands that Distributors reserves the right to amend this Agreement or Schedule A hereto at any time without its consent by mailing a copy of an amendment to Bank at the address set forth below. Such amendment shall become effective on the date specified in such amendment unless Bank elects to terminate this Agreement within thirty (30) days of our receipt of such amendment. 10. Representations, Warranties and Acknowledgements of Bank. a) Bank represents and warrants to Distributors that: i) it is lawful for Bank to receive the fees (as Described in Schedule A) payable hereunder; ii) to the extent required by applicable law, Bank has disclosed to each client that it is receiving the fee under this Agreement; iii) to the extent required by applicable law, Bank has obtained all necessary consents and authorizations from each client that may have a beneficial interest in the Funds with respect to Bank's receipt of the fee; iv) it has all requisite authority, pursuant to applicable law and regulation, to enter into and perform its obligations under this Agreement; v) this Agreement is valid and binding obligation of Bank and is enforceable against Bank in accordance with its terms, except as such enforceability may be limited by laws regarding bankruptcy and insolvency; vi) all persons signing this Agreement on behalf of Bank possess full power and authority to do so; and 2 vii) it has sole responsibility for making the determinations of fact and performing the required actions necessary to make the representations and warranties described in this paragraph, and it is not relying on Distributors or any of its affiliates in any manner to make or assist Bank in making the representations and warranties described in this paragraph. b) Bank understands and acknowledges that Distributors, the Funds, their affiliates and their respective directors and officers: i) make no representations or warranties as to the permissibility, under federal securities laws or federal or state banking laws, of Bank's receipt of the fee under this Agreement; and ii) may, in their sole discretion, determine that it is necessary or advisable to disclose in the Funds' offering documents the existence and terms of this Agreement and the names of the parties hereto. c) Distributors hereby informs Bank and Bank acknowledges that payments of distribution fees pursuant to this Agreement are subject to applicable rules of FINRA, which rules set forth limitations on such payments. d) Bank acknowledges that, in accordance with the rules of FINRA, as well as interpretations of the staff of the Securities and Exchange Commission ("SEC"), the classes of the Funds that have Plans providing for more than 0.25% in shareholder service and/or distribution-related fees are not considered to be "no-load" investments, and Bank represents that it will not market such classes as "no-load" investments. e) Bank acknowledges that neither it nor any of its employees or agents are authorized to make any representation to it's clients concerning the Funds except those contained in the Funds' then current prospectuses and statements of additional information. f) Bank acknowledges that it will be acting as an independent contractor under this Agreement and not as an employee or agent of Distributors, the Funds or any of their affiliates. Bank represents that it will not hold itself out to any other party as an employee or agent of, with the authority to bind, Distributors, the Funds or any of their affiliates in any manner. g) Bank acknowledges that Distributors has reserved the right, at its discretion and without notice, to suspend or withdraw the sale of shares of the Funds. h) Bank represents either that: i) its activities on behalf of its clients and pursuant to this Agreement are not such as to require registration as a broker-dealer with the SEC or in the state(s) in which Bank engages in such activities; or ii) it is registered as a broker-dealer with the SEC and in the state(s) in which Bank engages in its activities on behalf of its clients and pursuant to this Agreement. i) Bank represents that: i) it is in compliance, in all material respects, with, and will continue to comply with, all applicable laws and regulations; ii) without limiting the generality of the foregoing clause, it is in compliance, in all material respects, with, and will continue to comply with, laws and regulations related to and concerning the prevention of money laundering; and 3 iii) it has implemented and follows proper procedures to verify suspicious transactions and to verify the identity of its clients whose assets are invested in any Funds, including without limitation procedures to verify the source of funds for settlement of client transactions. iv) it is a Bank as defined by Section 3(a)(6) of the Securities Exchange Act of 1934; and v) it is not a registered broker-dealer, however, Bank will comply in, all material respects, with the rules, regulations and/or fiduciary standards applicable to its business operations, including without limitation any rules, regulations or fiduciary standards pertaining to assessing the appropriateness of the Funds, including any particular class, as an investment for its clients. j) Bank acknowledges, represents and agrees that it will not accept any compensation for promoting or selling Funds' shares in the form of "directed brokerage" directed to it by a Fund. Directed brokerage includes any arrangement, whether explicit or implicit, in which Bank receives, in consideration for or recognition of the sale of Funds' shares, support payments in the form of brokerage commissions, brokerage transactions (orders for the purchase or sale of the Funds' securities), or mark ups or other quid pro quo-type arrangements, such as the purchase or sale of a security issued by Bank or its affiliates in recognition of Bank's sale or promotion of Funds' shares or client referrals. Bank will provide Distributors or its affiliates from time to time, upon request, such information as is reasonably necessary for Distributors or its affiliates to verify that Bank has complied with the provisions of this paragraph. 11. Indemnification. a) Bank will indemnify, defend and hold harmless Distributors, the Funds, their affiliates and their respective officers, directors and employees from and against any and all liabilities, losses, damages, claims, costs, payments and/or expenses of any kind or character, including reasonable fees of counsel, paid or incurred by any one or more of them, or all of them, directly or indirectly (or actions in respect thereof), whether joint or several, arising out of or in connection with any misrepresentations made by Bank in connection with this Agreement, or any other breach by Bank of the terms of this Agreement, except where such liabilities, losses, damages, claims, costs, payments and/or expenses result from the gross negligence or willful misconduct of Distributors, the Funds, their affiliates or their respective officers, directors or employees. b) Distributors will indemnify, defend and hold harmless Bank and its officers, directors and employees from and against any and all liabilities, losses, damages, claims, costs, payments and/or expenses of any kind or character, including reasonable fees of counsel, paid or incurred by any one or more of them, or all of them, directly or indirectly (or actions in respect thereof), whether joint or several, arising out of or in connection with any misrepresentations made by Distributors in connection with this Agreement, or any other breach by Distributors of the terms of this Agreement, except where such liabilities, losses, damages, claims, costs, payments and/or expenses result from the gross negligence or willful misconduct of Bank or its officers, directors or employees. 12. Term and Termination. a) The Agreement will commence upon execution by Distributors and shall continue in full force and effect as long as the continuance of the Plan and this related Agreement are approved at least annually by a vote of the directors, including a majority of the Dis-interested Directors, cast in person at a meeting called for the purpose of voting thereon. 4 b) Either party may terminate the Agreement at any time on not less than 10 days' written notice to the other party. The Agreement will terminate automatically in the event of its assignment, the term "assignment" for this purpose having the meaning defined in Section 2(a) (4) of the 1940 Act. 13. Notice. Any notice which any party hereto may be required or may desire to give hereunder shall be deemed to have been given if delivered personally or if mailed, postage prepaid, by United States registered or certified mail, return receipt requested, or by overnight express courier addressed as follows: As to Distributors: As to Bank: Invesco Aim Distributors, Inc. 11 Greenway Plaza Suite 100 Houston, Texas 77049 Attention: General Counsel Attention: or at such other addresses or to the attention of such other persons as may from time to time be designated by the party to be addresses by written notice to the other parties in the manner herein provided. Notices, demands and requests given in the manner aforesaid shall be deemed sufficiently served or given for all purposes hereunder when received or when delivery is refused by the party or when the same are returned to sender for failure to be called for. 14. Choice of Law. The Agreement and all rights and obligations of the parties hereunder will be governed by and construed under the laws of the State of Texas without regard to its choice of law provisions. 15. Non-Exclusivity. Each party to the Agreement agrees that the arrangements described herein are intended to be non-exclusive and that either party may enter into similar agreements and arrangements with other parties. 16. Entire Agreement. The provisions, terms and conditions of this Agreement represent the entire agreement between the parties with respect to the subject matter hereof. In the event inconsistencies exist between this Agreement and any other agreement or understanding with respect to the subject matter hereof, the terms of this Agreement shall prevail. INVESCO AIM DISTRIBUTORS, INC. BANK By: By: --------------------------------- ------------------------------------ Name: Name: ------------------------------- ---------------------------------- Title: Title: ------------------------------ --------------------------------- Dated: Dated: ------------------------------ --------------------------------- 5 SCHEDULE "A" TO BANK SHAREHOLDER SERVICE AGREEMENT
FUND FEE RATE* PLAN CALCULATION DATE ----------------------------------------------------- --------- --------------------- AIM Asia Pacific Growth Fund A Shares 0.25 November 1, 1997 AIM Asia Pacific Growth Fund B Shares 0.25 November 1, 1997 AIM Asia Pacific Growth Fund C Shares 1.00** November 1, 1997 AIM Basic Balanced Fund A Shares 0.25 September 28, 2001 AIM Basic Balanced Fund B Shares 0.25 September 28, 2001 AIM Basic Balanced Fund C Shares 1.00** September 28, 2001 AIM Basic Balanced Fund R Shares 0.50** April 30, 2004 AIM Basic Balanced Fund Investor Shares*** 0.25 July 18, 2005 AIM Basic Value Fund A Shares 0.25 May 29, 1998 AIM Basic Value Fund B Shares 0.25 May 29, 1998 AIM Basic Value Fund C Shares 1.00** May 3, 1999 AIM Basic Value Fund R Shares 0.50** June 3, 2002 AIM Capital Development Fund A Shares 0.25 June 17, 1996 AIM Capital Development Fund B Shares 0.25 October 1, 1996 AIM Capital Development Fund C Shares 1.00** August 4, 1997 AIM Capital Development Fund R Shares 0.50** June 3, 2002 AIM Capital Development Fund Investor Shares*** 0.25 November 30, 2004 AIM Charter Fund A Shares 0.25 November 18, 1986 AIM Charter Fund B Shares 0.25 June 15, 1995 AIM Charter Fund C Shares 1.00** August 4, 1997 AIM Charter Fund R Shares 0.50** June 3, 2002 AIM China Fund A Shares 0.25 March 31, 2006 AIM China Fund B Shares 0.25 March 31, 2006 AIM China Fund C Shares 1.00** March 31, 2006 AIM Conservative Allocation Fund A Shares 0.25 April 30, 2004 AIM Conservative Allocation Fund B Shares 0.25 April 30, 2004 AIM Conservative Allocation Fund C Shares 1.00** April 30, 2004 AIM Conservative Allocation Fund R Shares 0.50** April 30, 2004 AIM Constellation Fund A Shares 0.25 September 9, 1986 AIM Constellation Fund B Shares 0.25 November 3, 1997 AIM Constellation Fund C Shares 1.00** August 4, 1997 AIM Constellation Fund R Shares 0.50** June 3, 2002 AIM Core Bond Fund A Shares 0.25 December 31, 2001 AIM Core Bond Fund B Shares 0.25 December 31, 2001 AIM Core Bond Fund C Shares 1.00** December 31, 2001 AIM Core Bond Fund R Shares 0.50** April 30, 2004 AIM Developing Markets Fund A Shares 0.25 May 29, 1998 AIM Developing Markets Fund B Shares 0.25 May 29, 1998 AIM Developing Markets Fund C Shares 1.00** March 1, 1999 AIM Diversified Dividend Fund A Shares 0.25 December 31, 2001 AIM Diversified Dividend Fund B Shares 0.25 December 31, 2001 AIM Diversified Dividend Fund C Shares 1.00** December 31, 2001 AIM Diversified Dividend Fund R Shares 0.50** October 25, 2005 AIM Diversified Dividend Fund Investor Shares*** 0.25 July 18, 2005 AIM Dynamics Fund A Shares 0.25 March 29, 2002 AIM Dynamics Fund B Shares 0.25 March 29, 2002 AIM Dynamics Fund C Shares 1.00** June 1, 2000 AIM Dynamics Fund R Shares 0.50** October 25, 2005 AIM Dynamics Fund Investor Shares*** 0.25 June 1, 2000
6
FUND FEE RATE* PLAN CALCULATION DATE ----------------------------------------------------- --------- --------------------- AIM Energy Fund A Shares 0.25 March 29, 2002 AIM Energy Fund B Shares 0.25 March 29, 2002 AIM Energy Fund C Shares 1.00** June 1, 2000 AIM Energy Fund Investor Shares*** 0.25 June 1, 2000 AIM European Growth Fund A Shares 0.25 November 1, 1997 AIM European Growth Fund B Shares 0.25 November 1, 1997 AIM European Growth Fund C Shares 1.00** November 1, 1997 AIM European Growth Fund R Shares 0.50** June 3, 2002 AIM European Growth Fund Investor Shares*** 0.25 September 30, 2003 AIM European Small Company Fund A Shares 0.25 August 31, 2000 AIM European Small Company Fund B Shares 0.25 August 31, 2000 AIM European Small Company Fund C Shares 1.00** August 31, 2000 AIM Financial Services Fund A Shares 0.25 March 29, 2002 AIM Financial Services Fund B Shares 0.25 March 29, 2002 AIM Financial Services Fund C Shares 1.00** June 1, 2000 AIM Financial Services Fund Investor Shares*** 0.25 June 1, 2000 AIM Floating Rate Fund A Shares 0.25 April 14, 2006 AIM Floating Rate Fund C Shares 0.75** April 14, 2006 AIM Floating Rate Fund R Shares 0.50** April 14, 2006 AIM Global Core Equity Fund A Shares 0.25 December 29, 2000 AIM Global Core Equity Fund B Shares 0.25 December 29, 2000 AIM Global Core Equity Fund C Shares 1.00** December 29, 2000 AIM Global Equity Fund A Shares 0.25** May 29, 1998 AIM Global Equity Fund B Shares 0.25 May 29, 1998 AIM Global Equity Fund C Shares 1.00** May 29, 1998 AIM Global Equity Fund R Shares 0.50** October 31, 2005 AIM Global Growth Fund A Shares 0.25** September 15, 1994 AIM Global Growth Fund B Shares 0.25 September 15, 1994 AIM Global Growth Fund C Shares 1.00** August 4, 1997 AIM Global Health Care Fund A Shares 0.25** May 29, 1998 AIM Global Health Care Fund B Shares 0.25 May 29, 1998 AIM Global Health Care Fund C Shares 1.00** March 1, 1999 AIM Global Health Care Fund Investor Shares*** 0.25 July 18, 2005 AIM Global Real Estate Fund A Shares 0.25 April 29, 2005 AIM Global Real Estate Fund B Shares 0.25 April 29, 2005 AIM Global Real Estate Fund C Shares 1.00** April 29, 2005 AIM Global Real Estate Fund R Shares 0.50** April 29, 2005 AIM Global Small & Mid Cap Growth Fund A Shares 0.25** September 15, 1994 AIM Global Small & Mid Cap Growth Fund B Shares 0.25 September 15, 1994 AIM Global Small & Mid Cap Growth Fund C Shares 1.00** August 4, 1997 AIM Gold & Precious Metals Fund A Shares 0.25 March 29, 2002 AIM Gold & Precious Metals Fund B Shares 0.25 March 29, 2002 AIM Gold & Precious Metals Fund C Shares 1.00** June 1, 2000 AIM Gold & Precious Metals Fund Investor Shares*** 0.25 June 1, 2000 AIM Growth Allocation Fund A Shares 0.25 April 30, 2004 AIM Growth Allocation Fund B Shares 0.25 April 30, 2004 AIM Growth Allocation Fund C Shares 1.00** April 30, 2004 AIM Growth Allocation Fund R Shares 0.50** April 30, 2004 AIM High Income Municipal Fund A Shares 0.25 December 22, 1997 AIM High Income Municipal Fund B Shares 0.25 December 22, 1997 AIM High Income Municipal Fund C Shares 1.00** December 22, 1997 AIM High Yield Fund A Shares 0.25 July 1, 1992 AIM High Yield Fund B Shares 0.25 September 1, 1993 AIM High Yield Fund C Shares 1.00** August 4, 1997
7
FUND FEE RATE* PLAN CALCULATION DATE ----------------------------------------------------- --------- --------------------- AIM High Yield Fund Investor Shares*** 0.25 September 30, 2003 AIM Income Allocation Fund A Shares 0.25 October 25, 2005 AIM Income Allocation Fund B Shares 0.25 October 25, 2005 AIM Income Allocation Fund C Shares 1.00** October 25, 2005 AIM Income Allocation Fund R Shares 0.50** October 25, 2005 AIM Income Fund A Shares 0.25 July 1, 1992 AIM Income Fund B Shares 0.25 September 1, 1993 AIM Income Fund C Shares 1.00** August 4, 1997 AIM Income Fund R Shares 0.50** June 3, 2002 AIM Income Fund Investor Shares*** 0.25 September 30, 2003 AIM Independence Now Fund A Shares 0.25 January 31, 2007 AIM Independence Now Fund B Shares 0.25 January 31, 2007 AIM Independence Now Fund C Shares 0.50** January 31, 2007 AIM Independence Now Fund R Shares 1.00** January 31, 2007 AIM Independence 2010 Fund A Shares 0.25 January 31, 2007 AIM Independence 2010 Fund B Shares 0.25 January 31, 2007 AIM Independence 2010 Fund C Shares 0.50** January 31, 2007 AIM Independence 2010 Fund R Shares 1.00** January 31, 2007 AIM Independence 2020 Fund A Shares 0.25 January 31, 2007 AIM Independence 2020 Fund B Shares 0.25 January 31, 2007 AIM Independence 2020 Fund C Shares 0.50** January 31, 2007 AIM Independence 2020 Fund R Shares 1.00** January 31, 2007 AIM Independence 2030 Fund A Shares 0.25 January 31, 2007 AIM Independence 2030 Fund B Shares 0.25 January 31, 2007 AIM Independence 2030 Fund C Shares 0.50** January 31, 2007 AIM Independence 2030 Fund R Shares 1.00** January 31, 2007 AIM Independence 2040 Fund A Shares 0.25 January 31, 2007 AIM Independence 2040 Fund B Shares 0.25 January 31, 2007 AIM Independence 2040 Fund C Shares 0.50** January 31, 2007 AIM Independence 2040 Fund R Shares 1.00** January 31, 2007 AIM Independence 2050 Fund A Shares 0.25 January 31, 2007 AIM Independence 2050 Fund B Shares 0.25 January 31, 2007 AIM Independence 2050 Fund C Shares 0.50** January 31, 2007 AIM Independence 2050 Fund R Shares 1.00** January 31, 2007 AIM International Allocation Fund A Shares 0.25 October 31, 2005 AIM International Allocation Fund B Shares 0.25 October 31, 2005 AIM International Allocation Fund C Shares 1.00** October 31, 2005 AIM International Allocation Fund R Shares 0.50** October 31, 2005 AIM International Core Equity Fund A Shares 0.25 March 29, 2002 AIM International Core Equity Fund B Shares 0.25 March 29, 2002 AIM International Core Equity Fund C Shares 1.00** June 1, 2000 AIM International Core Equity Fund R Shares 0.50** November 24, 2003 AIM International Core Equity Fund Investor Shares*** 0.25 June 1, 2000 AIM International Growth Fund A Shares 0.25 May 21, 1992 AIM International Growth Fund B Shares 0.25 September 15, 1994 AIM International Growth Fund C Shares 1.00** August 4, 1997 AIM International Growth Fund R Shares 0.50** June 3, 2002 AIM International Small Company Fund A Shares 0.25 August 31, 2000 AIM International Small Company Fund B Shares 0.25 August 31, 2000 AIM International Small Company Fund C Shares 1.00** August 31, 2000 AIM International Total Return Fund A Shares 0.25 March 31, 2006 AIM International Total Return Fund B Shares 0.25 March 31, 2006 AIM International Total Return Fund C Shares 1.00** March 31, 2006 AIM Japan Fund A Shares 0.25 March 31, 2006
8
FUND FEE RATE* PLAN CALCULATION DATE ----------------------------------------------------- --------- --------------------- AIM Japan Fund B Shares 0.25 March 31, 2006 AIM Japan Fund C Shares 1.00** March 31, 2006 AIM Large Cap Basic Value Fund A Shares 0.25 July 15, 1999 AIM Large Cap Basic Value Fund B Shares 0.25 August 1, 2000 AIM Large Cap Basic Value Fund C Shares 1.00** August 1, 2000 AIM Large Cap Basic Value Fund R Shares 0.50** June 3, 2002 AIM Large Cap Basic Value Fund Investor Shares*** 0.25 September 30, 2003 AIM Large Cap Growth Fund A Shares 0.25 March 1, 1999 AIM Large Cap Growth Fund B Shares 0.25 April 5, 1999 AIM Large Cap Growth Fund C Shares 1.00** April 5, 1999 AIM Large Cap Growth Fund R Shares 0.50** June 3, 2002 AIM Large Cap Growth Fund Investor Shares*** 0.25 September 30, 2003 AIM Leisure Fund A Shares 0.25 March 29, 2002 AIM Leisure Fund B Shares 0.25 March 29, 2002 AIM Leisure Fund C Shares 1.00** June 1, 2000 AIM Leisure Fund R Shares 0.50** October 25, 2005 AIM Leisure Fund Investor Shares*** 0.25 June 1, 2000 AIM LIBOR Alpha Fund A Shares 0.25 March 31, 2006 AIM LIBOR Alpha Fund C Shares 0.50** March 31, 2006 AIM LIBOR Alpha Fund R Shares 0.50** March 31, 2006 AIM Limited Maturity Treasury Fund A Shares (1) 0.15 December 2, 1987 AIM Limited Maturity Treasury Fund A3 Shares 0.25 October 31, 2002 AIM Mid Cap Basic Value Fund A Shares 0.25 December 31, 2001 AIM Mid Cap Basic Value Fund B Shares 0.25 December 31, 2001 AIM Mid Cap Basic Value Fund C Shares 1.00** December 31, 2001 AIM Mid Cap Basic Value Fund R Shares 0.50** April 30, 2004 AIM Mid Cap Core Equity Fund A Shares 0.25 May 29, 1998 AIM Mid Cap Core Equity Fund B Shares 0.25 May 29, 1998 AIM Mid Cap Core Equity Fund C Shares 1.00** May 3, 1999 AIM Mid Cap Core Equity Fund R Shares 0.50** June 3, 2002 AIM Moderate Allocation Fund A Shares 0.25 April 30, 2004 AIM Moderate Allocation Fund B Shares 0.25 April 30, 2004 AIM Moderate Allocation Fund C Shares 1.00** April 30, 2004 AIM Moderate Allocation Fund R Shares 0.50** April 30, 2004 AIM Moderate Growth Allocation Fund A Shares 0.25 April 29, 2005 AIM Moderate Growth Allocation Fund B Shares 0.25 April 29, 2005 AIM Moderate Growth Allocation Fund C Shares 1.00** April 29, 2005 AIM Moderate Growth Allocation Fund R Shares 0.50** April 29, 2005 AIM Moderately Conservative Allocation Fund A Shares 0.25 April 29, 2005 AIM Moderately Conservative Allocation Fund B Shares 0.25 April 29, 2005 AIM Moderately Conservative Allocation Fund C Shares 1.00** April 29, 2005 AIM Moderately Conservative Allocation Fund R Shares 0.50** April 29, 2005 AIM Money Market Fund B Shares 0.25 October 18, 1993 AIM Money Market Fund C Shares 1.00** August 4, 1997 AIM Money Market Fund R Shares 0.50** June 3, 2002 AIM Money Market Fund Cash Reserve Shares 0.25 October 18, 1993 AIM Multi-Sector Fund A Shares 0.25 August 30, 2002 AIM Multi-Sector Fund B Shares 0.25 August 30, 2002 AIM Multi-Sector Fund C Shares 1.00** August 30, 2002 AIM Municipal Bond Fund A Shares 0.25 July 1, 1992
---------- (1) AIM Limited Maturity Treasury Fund - Class A, AIM Real Estate Fund and AIM Small Cap Growth Fund are closed to new investors. 9
FUND FEE RATE* PLAN CALCULATION DATE ----------------------------------------------------- --------- --------------------- AIM Municipal Bond Fund B Shares 0.25 September 1, 1993 AIM Municipal Bond Fund C Shares 1.00** August 4, 1997 AIM Municipal Bond Fund Investor Shares*** 0.25 September 30, 2003 AIM Real Estate Fund A Shares (1) 0.25 August 4, 1997 AIM Real Estate Fund B Shares (1) 0.25 March 3, 1998 AIM Real Estate Fund C Shares (1) 1.00** August 4, 1997 AIM Real Estate Fund R Shares (1) 0.50** April 30, 2004 AIM Real Estate Fund Investor Shares (1)*** 0.25 September 30, 2003 AIM Select Equity Fund A Shares 0.25 July 1, 1992 AIM Select Equity Fund B Shares 0.25 September 1, 1993 AIM Select Equity Fund C Shares 1.00** August 4, 1997 AIM Select Real Estate Income Fund A Shares 0.25 March 9, 2007 AIM Select Real Estate Income Fund B Shares 0.25 March 9, 2007 AIM Select Real Estate Income Fund C Shares 1.00** March 9, 2007 AIM Short Term Bond Fund A Shares 0.25 April 30, 2004 AIM Short Term Bond Fund C Shares 0.50** August 30, 2002 AIM Short Term Bond Fund R Shares 0.50** April 30, 2004 AIM Small Cap Equity Fund A Shares 0.25 August 31, 2000 AIM Small Cap Equity Fund B Shares 0.25 August 31, 2000 AIM Small Cap Equity Fund C Shares 1.00** August 31, 2000 AIM Small Cap Equity Fund R Shares 0.50** June 3, 2002 AIM Small Cap Growth Fund A Shares (1) 0.25 May 29, 1998 AIM Small Cap Growth Fund B Shares (1) 0.25 May 29, 1998 AIM Small Cap Growth Fund C Shares (1) 1.00** May 3, 1999 AIM Small Cap Growth Fund R Shares (1) 0.50** June 3, 2002 AIM Small Cap Growth Fund Investor Shares (1)*** 0.25 April 10, 2006 AIM Structured Core Fund A Shares 0.25 March 31, 2006 AIM Structured Core Fund B Shares 0.25 March 31, 2006 AIM Structured Core Fund C Shares 1.00** March 31, 2006 AIM Structured Core Fund R Shares 0.50** March 31, 2006 AIM Structured Core Fund Investor Shares*** 0.25 April 28, 2008 AIM Structured Growth Fund A Shares 0.25 March 31, 2006 AIM Structured Growth Fund B Shares 0.25 March 31, 2006 AIM Structured Growth Fund C Shares 1.00** March 31, 2006 AIM Structured Growth Fund R Shares 0.50** March 31, 2006 AIM Structured Value Fund A Shares 0.25 March 31, 2006 AIM Structured Value Fund B Shares 0.25 March 31, 2006 AIM Structured Value Fund C Shares 1.00** March 31, 2006 AIM Structured Value Fund R Shares 0.50** March 31, 2006 AIM Summit Fund A Shares 0.25 October 31, 2005 AIM Summit Fund B Shares 0.25 October 31, 2005 AIM Summit Fund C Shares 1.00** October 31, 2005 AIM Summit Fund P Shares+ 0.10+ December 8, 2006 AIM Tax-Exempt Cash Fund A Shares 0.10 July 1, 1992 AIM Tax-Free Intermediate Fund A3 Shares 0.25 October 31, 2002 AIM Technology Fund A Shares 0.25 March 29, 2002 AIM Technology Fund B Shares 0.25 March 29, 2002 AIM Technology Fund C Shares 1.00** June 1, 2000 AIM Technology Fund Investor Shares*** 0.25 June 1, 2000
---------- (1) AIM Limited Maturity Treasury Fund - Class A, AIM Real Estate Fund and AIM Small Cap Growth Fund are closed to new investors. 10
FUND FEE RATE* PLAN CALCULATION DATE ----------------------------------------------------- --------- --------------------- AIM Trimark Endeavor Fund A Shares 0.25 November 4, 2003 AIM Trimark Endeavor Fund B Shares 0.25 November 4, 2003 AIM Trimark Endeavor Fund C Shares 1.00** November 4, 2003 AIM Trimark Endeavor Fund R Shares 0.50** April 30, 2004 AIM Trimark Fund A Shares 0.25 November 4, 2003 AIM Trimark Fund B Shares 0.25 November 4, 2003 AIM Trimark Fund C Shares 1.00** November 4, 2003 AIM Trimark Fund R Shares 0.50** April 30, 2004 AIM Trimark Small Companies Fund A Shares 0.25 November 4, 2003 AIM Trimark Small Companies Fund B Shares 0.25 November 4, 2003 AIM Trimark Small Companies Fund C Shares 1.00** November 4, 2003 AIM Trimark Small Companies Fund R Shares 0.50** April 30, 2004 AIM U.S. Government Fund A Shares 0.25 July 1, 1992 AIM U.S. Government Fund B Shares 0.25 September 1, 1993 AIM U.S. Government Fund C Shares 1.00** August 4, 1997 AIM U.S. Government Fund R Shares 0.50** June 3, 2002 AIM U.S. Government Fund Investor Shares*** 0.25 September 30, 2003 AIM Utilities Fund A Shares 0.25 March 29, 2002 AIM Utilities Fund B Shares 0.25 March 29, 2002 AIM Utilities Fund C Shares 1.00** September 28, 2001 AIM Utilities Fund Investor Shares*** 0.25 June 1, 2000
* Frequency of Payments: Quarterly: Class A share payments begin immediately (unless Dealer's customer purchases at net asset value and Dealer receives a commission, in which case it will begin after an initial 12-month holding period); Class A3 and Investor Class share payments begin immediately; and Class B, C and R share (except for AIM Short Term Bond Fund and AIM LIBOR Alpha Fund) payments begin after an initial 12 month holding period. Class C share payments with respect to AIM Short Term Bond Fund and AIM LIBOR Alpha Fund begin immediately. Where the broker dealer or financial institution waives, pursuant to the terms of the prospectus, the 1% (0.75% with respect to AIM Floating Rate Fund) up-front commission on Class C shares or the 0.50% up-front commission on Class R shares, payments commence immediately. ** Of this amount, 0.25% is paid as a shareholder servicing fee and the remainder is paid as an asset-based sales charge, as those terms are defined under the rules of FINRA. *** Closed to new investors. Certain investors, including shareholders who had established an account, prior to April 1, 2002, in Investor Class shares of any of the funds currently distributed by Invesco Aim Distributors and have continuously maintained such relationships may make additional purchases and reinvest dividends and capital gains distributions into their accounts. See the prospectus for the complete list of investors who may purchase Investor Class shares. Minimum Payments: $50 (with respect to all funds in the aggregate.) No payment pursuant to this Schedule is payable to a dealer, bank or other service provider for the first year with respect to sales of $1 million or more, at no load, in cases where Invesco Aim Distributors has advanced the service fee to the dealer, bank or other service provider. + Closed to new investors. Only shareholders with accounts in the former AIM Summit Investors Plans I or II (the "Plan") at the close of business on December 8, 2006, may continue to purchase Class P shares until the total of their combined investments in the Plan and in Class P shares directly equals the face amount of their former Plan under the 30 year extended investment option. The face amount of a Plan is the combined total of all scheduled monthly investments under the Plan. For a Plan with a scheduled monthly investment of $100.00, the face amount would have been $36,000.00 under the 30 year extended investment option. 11 EX-99.F1 12 h66495aexv99wf1.txt EX-99.F1 AIM FUNDS RETIREMENT PLAN FOR ELIGIBLE DIRECTORS/TRUSTEES Effective as of March 8, 1994 As Restated September 18, 1995 As Restated March 7, 2000 As Restated October 1, 2001 As Amended and Restated as of January 1, 2005 As Amended and Restated as of January 1, 2008 TABLE OF CONTENTS RETIREMENT PLAN FOR ELIGIBLE............................................. i ARTICLE I - DEFINITION OF TERMS AND CONSTRUCTION......................... 1 1.1 Definitions.................................................... 1 1.2 Plurals and Gender............................................. 3 1.3 Directors/Trustees............................................. 3 1.4 Headings....................................................... 3 1.5 Severability................................................... 3 ARTICLE II - PARTICIPATION............................................... 3 2.1 Commencement of Participation.................................. 3 2.2 Termination of Participation................................... 3 ARTICLE III - RETIREMENT BENEFITS........................................ 3 3.1 Amount and Terms............................................... 3 3.2 Forfeiture..................................................... 3 3.3 Payment After Participant's Death.............................. 4 3.4 Payment While Serving as Director.............................. 4 3.5 Benefits Calculated in the Aggregate for all of the AIM Funds.. 4 ARTICLE IV - SUSPENSION OF BENEFITS...................................... 4 4.1 No Suspension of Benefits Upon Resumption of Service........... 4 ARTICLE V - ADMINISTRATOR................................................ 4 5.1 Appointment of Administrator................................... 4 5.2 Powers and Duties of Administrator............................. 5 5.3 Action by Administrator........................................ 5 5.4 Participation by Administrator................................. 6 5.5 Payment of Benefits............................................ 6 5.6 Agents and Expenses............................................ 6 5.7 Allocation of Duties........................................... 6 5.8 Delegation of Duties........................................... 6 5.9 Administrator's Action Conclusive.............................. 6 5.10 Records and Reports............................................ 6 5.11 Information from the AIM Funds................................. 7 5.12 Reservation of Rights by Boards of Directors................... 7 5.13 Liability and Indemnification.................................. 7 ARTICLE VI - AMENDMENTS AND TERMINATION.................................. 7 6.1 Amendments..................................................... 7 6.2 Termination.................................................... 8 ARTICLE VII - MISCELLANEOUS.............................................. 8 7.1 Rights of Creditors............................................ 8 7.2 Liability Limited.............................................. 8 7.3 Incapacity..................................................... 8 7.4 Cooperation of Parties......................................... 9 7.5 Governing Law.................................................. 9 7.6 No Guarantee of Director Status................................ 9 7.7 Counsel........................................................ 9 7.8 Spendthrift Provision.......................................... 9 7.9 Forfeiture for Cause........................................... 10
i ARTICLE VIII - CLAIMS PROCEDURE.......................................... 10 8.1 Notice of Denial............................................... 10 8.2 Right to Reconsideration....................................... 10 8.3 Review of Documents............................................ 10 8.4 Decision by Administrator...................................... 10 8.5 Notice by Administrator........................................ 11 Appendix A - AIM Funds................................................... 12 Appendix B - Amount of Benefit - Post December 31, 2005.................. 13 Appendix C - Amount of Benefit - Pre January 1, 2006..................... 16
ii PREAMBLE Effective as of March 8, 1994, the registered investment companies managed, advised, administered and/or distributed by A I M Advisors, Inc. or its affiliates (the "AIM Funds") and identified on Appendix A (including their predecessors and successors in interest) have adopted THE AIM FUNDS RETIREMENT PLAN FOR ELIGIBLE DIRECTORS/TRUSTEES (the "Plan") for the benefit of each of the directors and trustees of each of the AIM Funds who is not an employee of any of the AIM Funds, A I M Management Group Inc. or any of their affiliates. As this Plan does not benefit any employees of the AIM Funds, it is not intended to be classified as an employee benefit plan within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). Effective January 1, 2005 this Plan became subject to the provisions of section 409A of the Internal Revenue Code of 1986, as amended ("Code"), and has been amended and restated herein to comply with section 409A of the Code and Treasury regulations thereunder (together, "section 409A") and to make certain design changes, as approved by the Board of Directors in December, 2005 and December, 2008. ARTICLE I - DEFINITION OF TERMS AND CONSTRUCTION 1.1 Definitions. Unless a different meaning is plainly implied by the context, the following terms as used in this Plan shall have the following meanings: (a) "Accrued Benefit" shall mean, as of any date prior to a Director's Retirement date, his Retirement Benefit commencing on such Retirement date, but based upon his Compensation and Years of Service computed as of such date of determination. (b) "Administrator" shall mean the administrative committee provided for in Article V. (c) "AIM Funds" shall mean those registered, open end investment companies managed, advised, administered or distributed by A I M Advisors, Inc. or its affiliates, set forth on Appendix A hereto (including predecessors in interest and successors in interest), as such Appendix may be amended from time to time. (d) "Board of Directors" shall mean the Board of Directors or Board of Trustees of each of the AIM Funds. (e) "Compensation" shall mean, for any Director, the amount of the retainer paid or accrued by the AIM Funds for such Director during the twelve month period immediately preceding the Director's termination of his Service, including retainer amounts deferred under a separate agreement between the AIM Funds and the Director. Compensation shall not include amounts paid as Board meeting fees or additional compensation paid for service as Chair of the 1 Board or as Chair or Vice Chair of certain committees. The amount of such retainer Compensation shall be as determined by the Administrator. (f) "Director" shall mean an individual who is a director or trustee of one or more of the AIM Funds which have adopted their version of this Plan but who is not an employee of any of the AIM Funds, A I M Management Group Inc. or any of their affiliates. (g) "Disabled" shall mean the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, determined in accordance with section 409A. (h) "Effective Date" of the Plan (as amended and restated herein in December 2008) shall mean January 1, 2008. Except as provided in Appendix B and Appendix C, the terms of the Plan as in effect when the Participant terminates Service shall determine the amount, form and timing of his Retirement Benefits. (i) "Fund" shall mean an AIM Fund that has adopted the Plan. (j) "Participant" shall mean a Director who is included in this Plan as provided in Article II hereof. (k) "Plan" shall mean the "AIM Funds Retirement Plan for Eligible Directors/Trustees" as described herein or as hereafter amended from time to time, which shall constitute a separate arrangement, using one document, for each Fund. (l) "Plan Year" shall mean the calendar year. (m) "Removal for Cause" shall mean the removal of a Director by the Directors of the AIM Funds or by shareholders due to such Director's willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of the office of Director. (n) "Retirement Benefit" shall mean the benefit described under Section 3.1 hereof. (o) "Service" shall mean an individual's serving as a Director of one or more of the Funds. Furthermore, any unbroken service provided by a Participant (i) to an AIM Fund immediately prior to its being managed or administered by A I M Advisors, Inc. (or any of its affiliates) or (ii) to a predecessor of an AIM Fund immediately prior to its being merged into such AIM Fund, will be taken into account in determining such Participant's Years of Service, subject to all restrictions and other forfeiture provisions contained herein. If a Participant whose Service terminates thereafter again becomes a Director, his different periods of Service shall be aggregated for purposes of calculating his Retirement Benefit, except that if a Participant's Service terminates prior to his being credited with 5 Years of Service, he shall forfeit all Years of Service completed prior to such termination unless the number of Years of Service he accumulated prior to such termination exceeds the number of years in which he did not serve as a Director. 2 (p) "Year of Service" shall mean a twelve consecutive month period of Service. 1.2 Plurals and Gender. Where appearing in this Plan, the masculine gender shall include the feminine and neuter genders, and the singular shall include the plural, and vice versa, unless the context clearly indicates a different meaning. 1.3 Directors/Trustees. Where appropriate, the term "director" shall refer to "trustee", "directorship" shall refer to "trusteeship" and "Board of Directors" shall refer to "Board of Trustees." 1.4 Headings. The headings and sub-headings in this Plan are inserted for the convenience of reference only and are to be ignored in any construction of the provisions hereof. 1.5 Severability. In case any provision of this Plan shall be held illegal or void, such illegality or invalidity shall not affect the remaining provisions of this Plan, but shall be fully severable, and this Plan shall be construed and enforced as if said illegal or invalid provisions had never been inserted herein. ARTICLE II - PARTICIPATION 2.1 Commencement of Participation. Each Director shall become a Participant hereunder on the date his directorship of one or more of the Funds commences; provided that such directorship has commenced by December 1, 2008. No one shall become a Participant in the Plan after December 1, 2008. 2.2 Termination of Participation. A Director shall remain a Participant until his entire vested Retirement Benefit has been paid to him or on his behalf. ARTICLE III - RETIREMENT BENEFITS 3.1 Amount and Terms. Participants terminating service on or after January 1, 2006 shall receive a benefit as described in Appendix B. Participants terminating service on or before December 31, 2005 shall receive a benefit as described in Appendix C. 3.2 Forfeiture. 3 (a) If a Participant's Service terminates on account of Removal for Cause, no Retirement Benefit shall be paid to him or on his behalf, even if such termination occurs after he has completed 5 Years of Service. (b) If a Participant's Service terminates for any reason without his having been credited with at least 5 Years of Service, neither he nor anyone else on his behalf shall be entitled to a Retirement Benefit. 3.3 Payment After Participant's Death. No benefits will be paid under this Plan with respect to a Participant after his death other than as provided in Appendix B or Appendix C, as applicable. 3.4 Payment While Serving as Director. Except as provided in Article IV, no benefits will be paid under this Plan to any Participant while such Participant continues in active service as a Director. 3.5 Benefits Calculated in the Aggregate for all of the AIM Funds. With respect to each Participant, the benefits payable hereunder shall be based on the aggregate Compensation paid by all of the AIM Funds. Each Fund's share of the obligation to provide such benefits shall be determined by use of accounting methods adopted by the Administrator. ARTICLE IV - SUSPENSION OF BENEFITS 4.1 No Suspension of Benefits Upon Resumption of Service. If a Participant who has begun receiving Retirement Benefits in accordance with the provisions of Article III resumes Service, his Retirement Benefit shall continue to be paid during the new period of Service, with the following adjustments: (i) the amount of the quarterly payment shall be increased, as appropriate, beginning with the first quarter of each subsequent calendar year to reflect any increase in the Participant' Compensation during the prior year (initially as compared with his Compensation when he originally terminated Service), and (ii) the length of the payment period shall be lengthened, but not beyond a total of 16 years, to reflect any additional Years of Service earned after reemployment as a Director. ARTICLE V - ADMINISTRATOR 5.1 Appointment of Administrator. This Plan shall be administered by the Governance Committees of the Boards of Directors of the AIM Funds. The members of such committees are not "interested persons" (within the meaning of Section 2(a)(19) of the Investment Company Act of 1940) of any of the AIM Funds. The term "Administrator" as used in this Plan shall refer to the members of such Committees, either individually or collectively, as appropriate. 4 5.2 Powers and Duties of Administrator. Except as provided below, the Administrator shall have the following duties and responsibilities in connection with the administration of this Plan: (a) to promulgate and enforce such rules, regulations and procedures as shall be proper for the efficient administration of this Plan; (b) to determine all questions arising in the administration, interpretation and application of this Plan, including questions of eligibility and of the status and rights of Participants and any other persons hereunder; (c) to decide any dispute arising hereunder; provided, however, that no Administrator shall participate in any matter involving any questions relating solely to his own participation or benefits under this Plan; (d) to advise the Boards of Directors of the AIM Funds regarding the known future need for funds to be available for distribution; (e) to correct defects, supply omissions and reconcile inconsistencies to the extent necessary to effectuate this Plan; (f) to compute the amount of benefits and other payments which shall be payable to any Participant, surviving spouse or designated beneficiary in accordance with the provisions of this Plan and to determine the person or persons to whom such benefits shall be paid; (g) to make recommendations to the Boards of Directors of the AIM Funds with respect to proposed amendments to this Plan; (h) to file all reports with government agencies, Participants and other parties as may be required by law, whether such reports are initially the obligation of the AIM Funds, or this Plan; and (i) to have all such other powers as may be necessary to discharge its duties hereunder. 5.3 Action by Administrator. A majority of the members of the Administrator then serving shall constitute a quorum for the transacting of business related to this Plan. All resolutions or other action taken by the Administrator in connection with this Plan shall be by vote of a majority of those present at such meeting and entitled to vote. Resolutions may be adopted or other action taken without a meeting upon written consent signed by at least a majority of the members. All documents, instruments, orders, requests, directions, instructions and other papers shall be executed on behalf of the Administrator by either the Chairman or any Vice-Chairman of the Administrator, or by any member or agent of the Administrator duly authorized to act on the Administrator's behalf. 5 5.4 Participation by Administrator. No Administrator shall be precluded from becoming a Participant in this Plan if he would be otherwise eligible, but he shall not be entitled to vote or act upon matters or to sign any documents relating specifically to his own participation under this Plan, except when such matters or documents relate to benefits generally. If this disqualification results in the lack of a quorum, then the Boards of Directors, by majority vote of the members of a majority of such Boards of Directors (a "Majority Vote"), shall appoint a sufficient number of temporary Administrators, who shall serve for the sole purpose of determining such a question. 5.5 Payment of Benefits. Any payment actually made within the applicable grace period under section 409A shall be deemed made on its scheduled payment date for all purposes of the Plan. 5.6 Agents and Expenses. The Administrator may employ agents and provide for such clerical, legal, actuarial, accounting, medical, advisory or other services as it deems necessary to perform its duties under this Plan. The cost of such services and all other expenses incurred by the Administrator in connection with the administration of this Plan shall be allocated to each Fund pursuant to the method utilized under Section 3.4 hereof with respect to costs related to benefit accruals. 5.7 Allocation of Duties. The duties, powers and responsibilities reserved to the Administrator may be allocated among its members so long as such allocation is pursuant to written procedures adopted by the Administrator, in which case no Administrator shall have any liability, with respect to any duties, powers or responsibilities not allocated to him, for the acts or omissions of any other Administrator. 5.8 Delegation of Duties. The Administrator may delegate any of its duties to employees of Invesco AIM Advisors, Inc. or any of its affiliates or to any other person or firm, provided that the Administrator shall prudently choose such agents and rely in good faith on their actions. 5.9 Administrator's Action Conclusive. Any action on matters within the discretion of the Administrator shall be final and conclusive. 5.10 Records and Reports. The Administrator shall maintain adequate records of its actions and proceedings in administering this Plan and shall file all reports and take all other actions as it deems appropriate in order to comply with any federal or state law. 6 5.11 Information from the AIM Funds. The AIM Funds shall promptly furnish all necessary information to the Administrator to permit it to perform its duties under this Plan. The Administrator shall be entitled to rely upon the accuracy and completeness of all information furnished to it by the AIM Funds, unless it knows or should have known that such information is erroneous. 5.12 Reservation of Rights by Boards of Directors. When rights are reserved in this Plan to the Boards of Directors, such rights shall be exercised only by Majority Vote of the Boards of Directors, except where the Boards of Directors, by unanimous written resolution, delegate any such rights to one or more persons or to the Administrator. Subject to the rights reserved to the Boards of Directors as set forth in this Plan, no member of the Boards of Directors shall have any duties or responsibilities under this Plan, except to the extent he shall be acting in the capacity of an Administrator. 5.13 Liability and Indemnification. (a) The Administrator shall perform all duties required of it under this Plan in a prudent manner. The Administrator shall not be responsible in any way for any action or omission of the AIM Funds or their employees in the performance of their duties and obligations as set forth in this Plan. The Administrator also shall not be responsible for any act or omission of any of its agents provided that such agents were prudently chosen by the Administrator and that the Administrator relied in good faith upon the action of such agents. (b) Except for its own gross negligence, willful misconduct or willful breach of the terms of this Plan, the Administrator shall be indemnified and held harmless by the AIM Funds against any and all liability, loss, damages, cost and expense which may arise, occur by reason of, or be based upon, any matter connected with or related to this Plan or its administration (including, but not limited to, any and all expenses whatsoever reasonably incurred in investigating, preparing or defending any litigation, commenced or threatened, or in settlement of any such claim). ARTICLE VI - AMENDMENTS AND TERMINATION 6.1 Amendments. The Boards of Directors reserve the right at any time and from time to time, and retroactively if deemed necessary or appropriate by them, to amend in whole or in part by Majority Vote any or all of the provisions of this Plan, provided that: (a) No amendment shall make it possible for any part of a Participant's or former Participant's Retirement Benefit to be used for, or diverted to, purposes other than for the exclusive benefit of such Participant, except to the extent otherwise provided in this Plan; and (b) No amendment may reduce any Participant's or former Participant's Retirement Benefit as of the effective date of the amendment. 7 Amendments may be made in the form of Board of Directors' resolutions or separate written document. 6.2 Termination. Except as provided below, the Boards of Directors reserve the right to terminate this Plan at any time by Majority Vote by giving to the Administrator notice in writing of such desire to terminate. The Plan shall terminate upon the date of receipt of such notice and all Participants shall be paid their Retirement Benefits (determined as of the date this Plan is terminated) as set forth herein, or to the extent permitted by section 409A, in an actuarially equivalent lump sum as soon as possible after the effective date of such termination, as determined by the Administrator. ARTICLE VII - MISCELLANEOUS. 7.1 Rights of Creditors. (a) The Plan is unfunded. Neither the Participants nor any other persons shall have any interest in any Fund or in any specific asset or assets of any of the AIM Funds by reason of any Retirement Benefit hereunder, nor any rights to receive distribution of any Retirement Benefit except and as to the extent expressly provided hereunder. (b) The Retirement Benefits of each Participant are unsecured and shall be subject to the claims of the general creditors of the AIM Funds. 7.2 Liability Limited. Neither the AIM Funds, the Administrator, nor any agents, employees, officers, directors or shareholders of any of them, nor any other person shall have any liability or responsibility with respect to this Plan, except as expressly provided herein. 7.3 Incapacity. If the Administrator shall receive evidence satisfactory to it that a Participant, surviving spouse or designated beneficiary entitled to receive any benefit under this Plan is, at the time when such benefit becomes payable, physically or mentally incompetent to receive such benefit and to give a valid release therefor, and that another person or an institution is then maintaining or has custody of such Participant, surviving spouse, or designated beneficiary and that no guardian, committee or other representative of the estate of such Participant, surviving spouse, or designated beneficiary shall have been duly appointed, the Administrator may make payment of such benefit otherwise payable to such Participant, surviving spouse, or designated beneficiary to such other person or institution, and the release of such other person or institution shall be a valid and complete discharge for the payment of such benefit. 8 7.4 Cooperation of Parties. All parties to this Plan and any person claiming any interest hereunder agree to perform any and all acts and execute any and all documents and papers which are necessary or desirable for carrying out this Plan or any of its provisions. 7.5 Governing Law. All rights under this Plan shall be governed by and construed in accordance with rules of Federal law applicable to such plans and, to the extent not preempted, by the laws of the State of Texas without regard to principles of conflicts of law. No action shall be brought by or on behalf of any Participant for or with respect to benefits due under this Plan unless the person bringing such action has timely exhausted this Plan's claim review procedure. Any such action must be commenced within three years. This three-year period shall be computed from the earlier of (a) the date a final determination denying such benefit, in whole or in part, is issued under this Plan's claim review procedure or (b) the date such individual's cause of action first accrued. Any dispute, controversy or claim arising out of or in connection with this Plan (including the applicability of this arbitration provision) and not resolved pursuant to the Plan's claim review procedure shall be determined and settled by arbitration conducted by the American Arbitration Association ("AAA") in the County and State of the Funds' principal place of business and in accordance with the then existing rules, regulations, practices and procedures of the AAA. Any award in such arbitration shall be final, conclusive and binding upon the parties to the arbitration and may be enforced by either party in any court of competent jurisdiction. Each party to the arbitration will bear its own costs and fees (including attorney's fees). 7.6 No Guarantee of Director Status. Nothing contained in this Plan shall be construed as a guaranty or right of any Participant to be continued as a Director of one or more of the AIM Funds (or of a right of a Director to any specific level of Compensation) or as a limitation of the right of the AIM Funds to remove any of its directors. 7.7 Counsel. The Administrator may consult with legal counsel, who may be counsel for one or more of the Boards of Directors of the AIM Funds and for the Administrator, with respect to the meaning or construction of this Plan, its obligations or duties hereunder or with respect to any action or proceeding or any question of law, and they shall be fully protected with respect to any action taken or omitted by them in good faith pursuant to the advice of legal counsel. 7.8 Spendthrift Provision. A Participant's interest in his Accrued Benefit or Retirement Benefit may not be transferred, alienated, assigned nor become subject to execution, garnishment or attachment, and any attempt to do so will render benefits hereunder immediately forfeitable. 9 7.9 Forfeiture for Cause. Notwithstanding any other provision of this Plan to the contrary, any benefits to which a Participant (or his surviving spouse or designated beneficiary) may otherwise be entitled hereunder will be forfeited in the event the Director has been Removed for Cause. ARTICLE VIII - CLAIMS PROCEDURE 8.1 Notice of Denial. If a Participant is denied any Retirement Benefit (or a surviving spouse or designated beneficiary is denied a survivor's benefit) under this Plan, either in total or in an amount less than the full Retirement Benefit to which he would normally be entitled, the Administrator shall advise the Participant (or surviving spouse or designated beneficiary) in writing of the amount of his Retirement Benefit (or survivor's benefit), if any, and the specific reasons for the denial. The Administrator shall also furnish the Participant (or surviving spouse or designated beneficiary) at that time with a written notice containing: (a) A specific reference to pertinent Plan provisions. (b) A description of any additional material or information necessary for the Participant (or surviving spouse or designated beneficiary) to perfect his claim, if possible, and an explanation of why such material or information is needed. (c) An explanation of this Plan's claim review procedure. 8.2 Right to Reconsideration. Within 60 days of receipt of the information stated in Section 8.1 above, the Participant (or surviving spouse or designated beneficiary) shall, if he desires further review, file a written request for reconsideration with the Administrator. 8.3 Review of Documents. So long as the Participant's (or surviving spouse's or designated beneficiary's) request for review is pending (including the 60 day period in 8.2 above), the Participant (or surviving spouse or designated beneficiary) or his duly authorized representative may review pertinent Plan documents and may submit issues and comments in writing to the Administrator. 8.4 Decision by Administrator. A final and binding decision shall be made by the Administrator within 60 days of the filing by the Participant (or surviving spouse or designated beneficiary) of his request for reconsideration, provided, however, that if the Administrator, in its discretion, feels that a hearing with the Participant (or surviving spouse or designated beneficiary) or his representative present is necessary or desirable, this period shall be extended an additional 60 days. 10 8.5 Notice by Administrator. The Administrator's decision shall be conveyed to the Participant (or surviving spouse or designated beneficiary) in writing and shall include specific reasons for the provisions on which the decision is based. 11 APPENDIX A - AIM FUNDS For the purposes of the Retirement Plan for Eligible Directors/Trustees, "AIM Funds" shall mean each of the regulated investment companies constituting classes or series of shares of the following entities, and any future regulated investment companies that are within the same "fund complex" as defined in Form N-1A adopted under the Investment Company Act of 1940: AIM CORE ALLOCATION PORTFOLIO SERIES ("CAPS") AIM COUNSELOR SERIES TRUST ("ACST") AIM EQUITY FUNDS ("AEF") AIM FUNDS GROUP ("AFG") AIM GROWTH SERIES ("AGS") AIM INTERNATIONAL MUTUAL FUNDS ("AIMF") AIM INVESTMENT FUNDS ("AIF") AIM INVESTMENT SECURITIES FUNDS ("AIS") AIM SECTOR FUNDS ("ASF") AIM TAX-EXEMPT FUNDS ("ATEF") AIM TREASURER'S SERIES TRUST ("ATST") SHORT-TERM INVESTMENTS TRUST ("STIT") 12 APPENDIX B - AMOUNT OF BENEFIT - POST DECEMBER 31, 2005 Amount of Retirement Benefit - Directors who cease Service on or after January 1, 2006. Section 1. Amount of Benefit. (a) Subject to the following provisions of this Appendix B and Article III, a Participant who ceases to be a Director after completing at least 5 Years of Service shall be entitled to receive an annual retirement benefit from the AIM Funds equal to seventy-five percent (75%) of the Participant's Compensation, payable in quarterly installments for a period of years equal to his Years of Service (up to a maximum of 16 Years of Service). (b) Except as provided in paragraphs (c) and (d) of this Appendix B, Section 1, such Retirement Benefit shall commence on the first day of the first quarter following the later of (i) the Participant's termination of Service or (ii) the Participant's attainment of age 72. (c) A Participant may make an irrevocable election (in a form and manner prescribed by the Administrator) to commence payment of his Retirement Benefit on the first day of the first quarter following the later of (i) his termination of Service or (ii) his attainment of age 65 (or such other age between 65 and 72 as the Participant specifies) in the event the Participant terminates Service prior to age 72. Such election shall normally be made within the first 30 days after a Director first becomes a Participant, provided that pursuant to Treasury Notices 2005-1 and 2007-86, an individual who is both a Director and a Participant on the Effective Date may make a special, irrevocable election to change the date on which his Retirement Benefit will commence in accordance with this paragraph (c) no later than December 31, 2008. Any Retirement Benefit payable in accordance with this paragraph (c) shall be actuarially reduced to reflect its early commencement in accordance with the following table:
AGE % --- --- 65 71% 66 75% 67 78% 68 82% 69 86% 70 91% 71 95% 72 100%
13 There shall be no actuarial increase in the event a Participant's benefit commences after age 72. (d) Notwithstanding the foregoing, if a Participant becomes Disabled, his Retirement Benefit shall commence on the first day of the first quarter following the later of (i) his becoming Disabled or (ii) his attainment of age 60, and such Retirement Benefit shall not be reduced to reflect commencement prior to age 72. (e) Notwithstanding the foregoing, no change made by election or by default pursuant to this amended and restated Plan shall have the effect of deferring a payment that would otherwise have been made in 2008 into a different calendar year. The intent of this paragraph (e) is that the Plan meet all applicable requirements for transition relief under Notices 2005-1 and 2007-86 pertaining to changes in the time and form of payment of a Retirement Benefit (including the so-called "in and out rule"), and it shall be interpreted accordingly. Section 2. Death of a Participant. (a) Payment to Designated Beneficiary. If a Participant who has completed at least 5 Years of Service dies before commencement of his Retirement Benefit, or dies after payment of his Retirement Benefit has commenced but has not been completed, such Retirement Benefit (or the remainder thereof in the case of death after commencement) shall be paid to his designated beneficiary at the same time, for the same (remaining) period and in the same amount as would have been paid to the Participant had the Participant lived to receive his full Retirement Benefit unless the Participant elects to have any Retirement Benefit still payable at the time of Participant's death paid to Participant's beneficiary in a lump sum (discounted to the net present value of total benefits calculated with reference to the current yield of 10-year bonds on the Bloomberg Municipal AAA-rated Tax Exempt General Obligation 10-year Bond Index (the "Index") as reported on the 10th business day following the Participant's death) 60 days following Participant's death. If the Index is not available as of the date of calculation, the Plan Administrator is authorized to select a suitable and appropriate substitute. The election authorized pursuant to this section must be made by December 31, 2009 and is irrevocable. (b) Designated Beneficiary. (i) A Participant may designate one or more persons (including a trust) as his beneficiary; if multiple beneficiaries are designated, the Participant must indicate (in whole percentages) each person's share of the Retirement Benefit payable on his death. To the extent permitted by the Administrator, a Participant may also designate one or more contingent (secondary) beneficiaries in the event a primary beneficiary predeceases him. A Participant may change any beneficiary designation at any time, without the consent of any previously designated beneficiary, provided a written instruction setting forth the desired change is received by the Administrator prior to the Participant's death. (ii) If payments are being made to one or more designated beneficiaries, and a beneficiary dies before the entire amount due such beneficiary can be paid, an actuarially-equivalent lump sum payment of the remaining amount due such 14 beneficiary shall be made to the estate of the beneficiary on the first day of the second quarter following such beneficiary's death. (iii) If Participant has failed to designate a beneficiary, or if no designated beneficiary survives the Participant, the Participant shall be deemed to have designated the Participant's estate as beneficiary. 15 APPENDIX C - AMOUNT OF BENEFIT - PRE JANUARY 1, 2006 Amount of Retirement Benefit - Directors who cease Service before January 1, 2006. Section 1. Retirement Benefit. (a) Subject to the following provisions of this Appendix C and Article III, a Participant who ceased to be a Director prior to January 1, 2006 after attaining at least age 65 and after completing at least 5 Years of Service was entitled to receive a Retirement Benefit from the AIM Funds equal to seventy-five percent (75%) of the Participant's Compensation, payable in quarterly installments for a period of years equal to his Years of Service, up to a maximum of ten (10) Years of Service. (b) All Participants eligible for benefits pursuant to paragraph (a) above commenced receipt of their Retirement Benefits prior to the Effective Date. Section 2. Death of a Participant. (a) If a Participant receiving his Retirement Benefit pursuant to this Appendix C dies prior to complete payment of such Retirement Benefit, a portion of the remainder of his Retirement Benefit shall be paid to his surviving spouse at the same time as the Participant, for the same remaining period as the Participant but in a reduced amount equal to 50% of the quarterly amount payable to the Participant at the time of his death. If a Participant dies without a surviving spouse, or his surviving spouse dies before payment of the 50% survivor portion of the Participant's Retirement Benefit is complete, any remaining portion of his Retirement Benefit will be forfeited. No death benefit under this Appendix C shall be paid to an estate or to any person who is not a surviving spouse. (b) A Participant's "surviving spouse" for purposes of this Appendix C shall be the person to whom he is legally married on the date of his death. 16 AIM FUNDS RETIREMENT PLAN FOR ELIGIBLE DIRECTORS/TRUSTEES ELECTIONS PURSUANT TO APPENDIX B 1. PAYMENT ELECTION Pursuant to Appendix B, Section 1(c) of the AIM Funds Retirement Plan for Eligible Directors/Trustees, as amended and restated effective as of January 1, 2008: I hereby elect that if I leave the board before age 72, I want my benefits to commence at my attainment of age ___ [specify an age from 65 to 72](1) I understand that if I do not make this election, payments will commence after I retire from the board and attain age 72. 2. DEATH BENEFIT PAYMENT ELECTION Pursuant to Appendix B, Section 2(a) of the AIM Funds Retirement Plan for Eligible Directors/Trustees, as restated effective as of January 1, 2008: if I should die before I have received the entire amount of the Retirement Benefit, I elect to have any Retirement Benefit still payable at the time of my death paid to my beneficiary in a lump sum (discounted to the net present value of total benefits calculated with reference to the current yield of 10-year bonds on the Bloomberg Municipal AAA-rated Tax Exempt General Obligation 10-year Bond Index (the "Index") as reported on the 10th business day following my death) 60 days following my death. If the Index is not available as of the date of calculation, the Plan Administrator may select a suitable and appropriate substitute. I understand that if I do not make this election, then any Retirement Benefit still payable at the time of my death will be paid to my designated beneficiary at the same time, for the same (remaining) period and in the same amount as would have been paid to me had the Participant lived to receive his full Retirement Benefit. I understand that these elections are irrevocable. Dated: December __, 2008 ---------------------------------------- Signature Name of Director: ---------- (1) Note: payments will not commence until the Trustee retires from the board. AIM FUNDS RETIREMENT PLAN FOR ELIGIBLE DIRECTORS/TRUSTEES BENEFICIARY DESIGNATION FORM PURSUANT TO SECTION 3.3 AND APPENDIX B With respect to the AIM Funds Retirement Plan for Eligible Directors/Trustees (as amended and restated effective as of January 1, 2008) (the "Retirement Plan"): I hereby revoke any prior designation of Beneficiary under the Retirement Plan, and designate the following as my Primary and/or Contingent Beneficiary or Beneficiaries under the Retirement Plan.(2) I hereby make the following beneficiary designations: I. Primary Beneficiary I hereby appoint the following as my Primary Beneficiary(ies) to receive at my death the amounts payable with respect to my service in accordance with Appendix B of the Retirement Plan and my election pursuant thereto. If I am survived by more than one Primary Beneficiary, the Primary Beneficiaries shall share in such payments as follows (in percentages, the sum of which must equal 100%):
Name & Address Relationship(3) Percentage Share -------------- --------------- ----------------
II. Secondary (Contingent) Beneficiary If no Primary Beneficiaries survive me at the date of my death, I hereby appoint the following as Secondary (Contingent) Beneficiary(ies) to receive payments under the Retirement Plan. If I am survived by more than one Secondary Beneficiary, such Secondary Beneficiaries shall share in such payments as follows:
Name & Address Relationship(3) Percentage Share -------------- --------------- ----------------
---------- (2) A Trustee may designate any person or a Trust as a Beneficiary. (3) For aid in identification only. -1- III. I understand that: 1. I may revoke or amend the above designations at any time without the consent of any beneficiary; 2. If I am not survived by a Primary or Contingent Beneficiary, I will be deemed to have designated my estate as my primary beneficiary. This designation shall be effective when received by the Retirement Plan Administrator and will remain effective until replaced by a properly filed new designation. Dated: __________ __, 20__ ---------------------------------------- Signature Name of Director: RECEIVED: ____________________ (date) AIM Funds By: --------------------------------- Title: ------------------------------ -2- EX-99.F2 13 h66495aexv99wf2.txt EX-99.F2 AIM FUNDS TRUSTEE DEFERRED COMPENSATION AGREEMENT AGREEMENT, made on this __ day of _______, 20__, by and between the registered open-end management investment companies contained in the AIM Funds Complex listed on Appendix A hereto (each, a "Fund"), and __________________________________________________________ (the "Trustee") residing at ___________________________________________________. WHEREAS, the Trustee serves as a Trustee of the Funds; and WHEREAS, the Funds and the Trustee have previously entered into an additional agreement whereby the Funds provided to the Trustee a vehicle under which the Trustee deferred receipt of directors' fees payable by the Funds; and WHEREAS, the Funds and the Trustee now desire to amend and restate such agreement. NOW, THEREFORE, in consideration of the mutual covenants and obligations set forth in this Agreement, the Funds and the Trustee hereby agree as follows: 1 DEFINITION OF TERMS AND CONSTRUCTION 1.1 Definitions. Unless a different meaning is plainly implied by the context, the following terms as used in this Agreement shall have the following meanings: (a) "409A" shall mean section 409A of the Code, and any regulations adopted thereunder. (b) "AIM Funds Complex" means any two or more registered investment companies that (i) hold themselves out to investors as related companies for purposes of investment and investor services and (ii) have a common investment adviser or principal underwriter, or have as investment advisers or principal underwriters companies that are affiliated with each other. (c) "Beneficiary" shall mean such person or persons designated pursuant to Section 4.4 hereof to receive benefits after the death of the Director. (d) "Boards of Trustees" shall mean the respective Boards of Trustees of the Funds. (e) "Code" shall mean the Internal Revenue Code of 1986, as amended from time to time, or any successor statute. (f) "Compensation" shall mean the amount of trustees' fees paid by each of the Funds to the Trustee during a Deferral Year prior to reduction for Compensation Deferrals made under this Agreement. (g) "Compensation Deferral" shall mean the amount or amounts of the Trustee's Compensation deferred under the provisions of Section 2 of this Agreement. (h) "Deferral Accounts" shall mean the bookkeeping accounts maintained to reflect the Trustee's Compensation Deferrals made pursuant to Section 2 hereof (or pursuant to any prior agreement) and any other credits or debits thereto. (i) "Deferral Election Form" shall mean the form attached to this Agreement as Exhibit A, as modified from time to time. (j) "Deferral Year" shall mean each calendar year during which the Trustee makes, or is entitled to make, Compensation Deferrals under Section 2 hereof. (k) "Disability" shall mean a condition under which a Trustee is unable to engage in any substantial gainful activity by reason of a medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, as determined pursuant to 409A. (l) "Fund" shall mean each series portfolio of any Trust for which the Trustee serves as Trustee that is part of the AIM Funds Complex. (m) "Hardship" shall mean any unforeseeable emergency resulting in a several financial hardship to the Trustee, as determined by the Plan Administrator or its delegatee in accordance with written Hardship Procedures adopted by the Boards of Trustees. (n) "Modification Form" shall mean the form attached to this Agreement as Exhibit B, as modified from time to time. (o) "Payment Date" shall mean the specified day on which payment of the Trustee's Deferral Account is to be made or commence. Payment actually made within the grace period permitted under 409A shall be deemed to be made on the applicable Payment Date. (p) "Payment Form" shall mean the manner of payment as specified in Section 2.5. (q) "Plan Administrator" shall mean the Governance Committee of the Boards of Trustees, and any person designated by the Boards of Trustees of the Funds to administer the Funds' deferred compensation arrangements as 2 contemplated in this Agreement. The Governance Committee initially delegates the performance of obligations of the Plan Administrator under this Agreement to Invesco AIM Advisors, Inc., subject to oversight of the Governance Committee. (r) "Retirement" shall mean the date the Trustee ceases service as a Trustee of the Funds. (s) "Retirement Plan" shall mean the "AIM Funds Retirement Plan for Eligible Directors/Trustees." (t) "Valuation Date" shall mean the last business day of each calendar year and any other day upon which the Funds makes valuations of the Deferral Accounts. 1.2 Plurals and Gender. Where appearing in this Agreement the singular shall include the plural and the masculine shall include the feminine, and vice versa, unless the context clearly indicates a different meaning. 1.3 Directors and Trustees. Where appearing in this Agreement, "Director" shall also refer to "Trustee" and "Board of Directors" shall also refer to "Board of Trustees." 1.4 Headings. The headings and sub-headings in this Agreement are inserted for the convenience of reference only and are to be ignored in any construction of the provisions hereof. 1.5 Separate Agreement for Each Fund. This Agreement is drafted, and shall be construed, as a separate agreement between the Trustee and each Fund. 2 PERIOD DURING WHICH COMPENSATION DEFERRALS ARE PERMITTED 2.1 Commencement of Compensation Deferrals. The Trustee may elect, by completing the Deferral Election Form provided in Exhibit A and submitting the Deferral Election Form to the Plan Administrator, to commence Compensation Deferrals under Section 2.3 hereof. 2.2 Termination of Deferrals. The Trustee shall not be eligible to make Compensation Deferrals after the date on which he ceases to serve as a Trustee of all of the Funds. 2.3 Compensation Deferral Elections. (a) Before the first day of any Deferral Year, the Trustee may elect, on the Deferral Election Form attached as Exhibit A, to defer the receipt of all or a portion of the Trustee's Compensation for services performed during such Deferral Year; provided, however, that a Trustee newly appointed as Trustee to the Funds may make a deferral election with respect to Compensation payable for services to be performed after the election if 3 such new Trustee submits a Deferral Election Form to the Plan Administrator within 30 days of commencing service as a Trustee. (b) Any Deferral Election Form must set forth in writing the following information: (i) the percentage amount of the Trustee's desired Compensation Deferral; (ii) the Payment Date for the Trustee's Deferral Account, from among the options provided in Section 2.4; and (iii) the Payment Form for the Trustee's Deferral Account, from among the options provided in Section 2.5. (c) Compensation Deferrals shall continue in effect for all subsequent Deferral Years, unless modified (including to zero) as provided below. (d) Compensation Deferrals shall be withheld from each payment of Compensation by the Funds to the Trustee based upon the percentage amount elected by the Trustee under this Section 2.3. (e) The Trustee may modify the amount of his Compensation Deferrals on a prospective basis by submitting to the Plan Administrator a Modification Form, which will apply, with respect to the percentage amount of the deferral, as of the first day of the next Deferral Year that begins after the date the Modification Form revision is received by the Plan Administrator. (f) When the deadline for making a Deferral Election expires, elections made with respect to such Deferral Year shall be irrevocable. 2.4 Payment Date. (a) A Trustee's Payment Date shall be the first day of the calendar quarter after one of the following (at the Trustee's election): (i) a specified date; (ii) the Trustee's termination of service as a Trustee; (iii) the earlier of (a) or (b); or (iv) the later of (a) or (b). (b) Limitation. The Trustee shall select a Payment Date (or extended Payment Date) that is no sooner than the earlier of (i) the January 1 that follows the second anniversary of the Participant's initial deferral election 4 made pursuant to Section 2.3 or (ii) the January 1 of the year after the Participant's Retirement. (c) If a Trustee fails to elect a Payment Date, the Trustee shall be deemed to have selected the Trustee's termination of service as a Trustee (Section 2.4(a)(i) above). 2.5 Payment Form. A Trustee may elect one of the following Payment Forms: (a) lump sum; or (b) quarterly payments over a period of five or ten years. If a Trustee fails to elect a Payment Form, the Trustee shall be deemed to have selected (a) above. For purposes of 409A, each installment under (b) above shall be considered a separate payment. 2.6 Amounts deferred prior to January 1, 2009 shall be paid in accordance with previously submitted Payment Date and Payment Form elections (except as effectively modified pursuant to transition relief under Notices 2005-1 and 2007-86). Effective for Compensation Deferrals commencing on or after January 1, 2009, all compensation deferred under this Agreement shall be paid on the same Payment Date and in the same Payment Form. 2.7 Modifications to Payment Date and Payment Form. (a) A Trustee may change the Payment Date or Payment Form for payment of the Trustee's Compensation Deferrals by submitting a Modification Form to the Plan Administrator. Changes to Payment Date or Payment Form will be applied so long as: (i) Such changes: (1) the Modification Form provides for a new Payment Date that is at least five years later than the original Payment Date; (2) the Modification Form is submitted to the Plan Administrator at least twelve months prior to the original Payment Date; and (3) the Modification Form has been in place for at least twelve months before payment would have been due under the prior Deferral Election Form; and (ii) payment in accordance with the changes would not violate 409A. 5 (b) If the provisions of this Section 2.7 are not satisfied, then the Plan Administrator shall make payments in accordance with the previously effective Deferral Election Form or previously effective Modification Form, if any. 3 MAINTENANCE OF DEFERRAL ACCOUNTS; VALUATION 3.1 Deferral Accounts. Each Fund shall establish one or more bookkeeping Deferral Accounts to which will be credited an amount equal to the Trustee's Compensation Deferrals under this Agreement made with respect to Compensation earned from each such Fund. Compensation Deferrals shall be allocated to the Deferral Accounts on the first business day following the date such Compensation Deferrals are withheld from the Trustee's Compensation. Compensation Deferrals in consecutive years shall be allocated to a single Deferral Account for each Trustee. As of the date of this Agreement, the Deferral Accounts also shall be credited with the amounts credited to the Trustee under each other outstanding elective deferred compensation agreement entered into by and between the Funds and the Trustee which is superseded by this Agreement pursuant to Section 6.11 hereof. The Deferral Accounts shall be debited to reflect any distributions from such Accounts. Such debits shall be allocated to the Deferral Accounts as of the date such distributions are made. 3.2 Valuation. As of each Valuation Date, income, gain and loss equivalents (determined as if the Deferral Accounts are invested in the manner set forth under Section 3.3, below) attributable to the period following the next preceding Valuation Date shall be credited to and/or deducted from the Trustee's Deferral Accounts. 3.3 Investment of Deferral Account Balances. (a) Investment Designations. (i) The Trustee may designate, from various options made available by the Funds, the investment media in which all or part of his Deferral Accounts shall be deemed to be invested. (ii) All Deferral Accounts of the Trustee shall be subject to the same investment designations and such investment designations shall apply to all compensation deferred with respect to any deferral year. (iii) The Trustee shall make one or more deemed investment designations on the Investment Designation Form provided by the Plan Administrator (a copy of which is attached as Exhibit C) which shall remain effective until another valid direction has been made by the Trustee as herein provided. The Trustee may amend his deemed investment designations by giving written direction to the Plan Administrator in such manner and at such time as the Funds may permit, but no more frequently than quarterly on thirty (30) days' notice prior to the end of a calendar quarter. A timely 6 change to a Trustee's deemed investment designations shall become effective as soon as practicable following receipt by the Plan Administrator. (iv) The investment media deemed to be made available to the Trustee, and any limitations on the maximum or minimum percentages of the Trustee's Deferral Accounts that may be invested any particular medium, shall be the same as from time-to-time communicated to the Trustee by the Plan Administrator. (b) Except as provided below, the Trustee's Deferral Accounts shall be deemed to be invested in accordance with the Trustee's investment designations, provided such designations conform to the provisions of this Section 3.3. If - (i) the Trustee does not furnish the Plan Administrator with complete, written investment instructions, or (ii) the written investment instructions from the Trustee are unclear, then the Trustee's election to make Compensation Deferrals hereunder shall be held in abeyance and have no force or effect until such time as the Trustee shall provide the Plan Administrator with complete investment instructions. Notwithstanding the above, the Boards of Trustees, in their sole discretion, may disregard the Trustee's election and determine that all Compensation Deferrals shall be deemed to be invested in a Fund determined by the Boards of Trustees. If any fund in which any portion of the Trustee's Deferral Accounts is deemed to be invested ceases to exist, such portion of the Trustee's Deferral Accounts thereafter shall be held in the successor to such Fund, subject to subsequent deemed investment elections. The Funds shall provide an annual statement to the Trustee showing such information as is appropriate, including the aggregate amount in the Deferral Accounts, as of a reasonably current date. 4 DISTRIBUTIONS FROM DEFERRAL ACCOUNTS 4.1 Payment Date and Form. Except as otherwise provided in this Agreement, payment to the Trustee will be made on the Payment Date he or she has elected on the Deferral Election Form. 4.2 Disability or Death of a Trustee. (a) If a Trustee suffers a Disability, then the balance of the Trustee's Deferral Account shall be distributed to the Trustee in a single payment within 90 days after the Trustee's Disability is determined to have occurred (in accordance with 409A and regulations thereunder). 7 (b) Upon the death of a Trustee, payment of the balance of the Trustee's Deferral Account shall be made (i) in accordance with the Payment Date and Payment Form designations submitted by the Trustee pursuant to Sections 2.4 and 2.5; or (ii) if the Trustee has so elected, in a lump sum within 90 days after the Trustee's death (provided that such election must have been made by December 31, 2008 and at least 12 months prior to the Trustee's death to be relied upon for payment under this Section 4.2). 4.3 Liquidation or Dissolution. In the event of the liquidation, dissolution or winding up of a Fund or the distribution of all or substantially all of a Fund's assets and property relating to one or more series of its shares to the shareholders of such series (for this purpose a sale, conveyance or transfer of a Fund's assets to a trust, partnership, association or corporation in exchange for cash, shares or other securities with the transfer being made subject to, or with the assumption by the transferee of, the liabilities of the Fund shall not be deemed a termination of the Fund or such a distribution), all unpaid balances of the Deferral Accounts related to such Fund as of the effective date thereof shall be paid in a lump sum on such effective date 4.4 Designation of Beneficiary. Each Trustee shall designate one or more Beneficiaries as indicated on Exhibit D hereto, and shall submit such Beneficiary Designation Form to the Plan Administrator. Payment shall be made to the Trustee's designated Primary Beneficiary; if no Primary Beneficiary survives Trustee, then payment shall be made to Trustee's Secondary Beneficiary; if no Primary or Secondary Beneficiary survives Trustee, then payment shall be made to Trustee's estate. If no Beneficiary is designated, the Trustee shall be deemed to have designated the Trustee's estate. 4.5 Unforeseeable Emergency. If a Trustee experiences a Hardship, the Plan Administrator may distribute to the Trustee a portion of the Trustee's Account that does not exceed the amount necessary to satisfy such Hardship plus the amount necessary to pay taxes reasonably anticipated as a result of the distribution, after taking into account the extent to which such emergency is or may be relieved through reimbursement or compensation by insurance or otherwise or by liquidation of the Trustee's assets (to the extent the liquidation of such assets would not itself cause severe financial hardship). An accelerated payment in accordance with this Section 4.5 shall be requested in writing by the Trustee and approved by the Plan Administrator in accordance with written Hardship Procedures adopted by the Board of Trustees. 4.6 Payments Due Missing Persons. The Funds shall make a reasonable effort to locate all persons entitled to benefits under this Agreement. However, notwithstanding any provisions of this Agreement to the contrary, if, after a period of five (5) years from the date such benefit shall be due, any such persons entitled to benefits have not been 8 located, their rights under this Agreement shall stand suspended. Before this provision becomes operative, the Funds shall send a certified letter to all such persons to their last known address advising them that their benefits under this Agreement shall be suspended. Any such suspended amounts shall be held by the Funds for a period of three (3) additional years (or a total of eight (8) years from the time the benefits first become payable) and thereafter, if unclaimed, such amounts shall be forfeited. 5 AMENDMENTS AND TERMINATION 5.1 Amendments. (a) The Funds and the Trustee may, by a written instrument signed by, or on behalf of, such parties, amend this Agreement at any time and in any manner that complies with applicable law including 409A. (b) The Funds reserve the right to amend, in whole or in part, and in any manner, any or all of the provisions of this Agreement by action of their Boards of Trustees for the purposes of complying with any provision of the Code or any other technical or legal requirements, provided that: (i) No such amendment shall make it possible for any part of the Trustee's Deferral Account to be used for, or diverted to, purposes other than for the exclusive benefit of the Trustee or the Trustee's Beneficiaries, except to the extent otherwise provided in this Agreement; and (ii) No such amendment may reduce the amount of the Trustee's Deferral Account as of the effective date of such amendment. 5.2 Termination. To the extent permitted by, and in accordance with 409A, the Trustee and the Funds may, by written instrument signed by, or on behalf of, such parties, terminate this Agreement with respect to all of the Funds. Following a termination of this Agreement, Deferral Accounts shall continue to be maintained in accordance with the provisions of this Agreement until the time they are paid out. If a Fund obligated to pay deferred compensation to the Trustee under this Agreement is liquidated and ceases to exist (with no legal successor), then the portion of the Trustee's Deferral Account attributable to that Fund shall be paid to the Trustee in accordance with applicable law governing such liquidation. 6 MISCELLANEOUS. 6.1 Rights of Creditors. (a) This Agreement is unfunded. Neither the Trustee nor any other persons shall have any interest in any specific asset or assets of any Fund or any Fund in the AIM Funds Complex by reason of any Deferral Accounts hereunder, nor any rights to receive distribution of any Deferral Accounts except and as to the extent expressly provided hereunder. The Funds shall 9 not be required to purchase, hold or dispose of any investments pursuant to this Agreement; however, if in order to cover their obligations hereunder the Funds elect to purchase any investments the same shall continue for all purposes to be a part of the general assets and property of the respective series of the Funds, subject to the claims of their general creditors and no person other than the Funds and their respective series shall by virtue of the provisions of this Agreement have any interest in such assets other than an interest as a general creditor. (b) This Agreement is made by and between the Trustee and each Fund, individually and not jointly. The rights of the Trustee and the Beneficiaries to the amounts held in the Deferral Accounts are separate unsecured general obligations of each of the Funds obligated to pay deferred compensation to the Trustee and shall be subject to the creditors of the respective Fund. The Plan Administrator shall maintain records that separately identify the obligation of each Fund under this Agreement. (c) This Agreement is executed on behalf of the Funds by an officer, or other representative, of the Funds as such and not individually. Any obligation of the Funds hereunder shall be an unsecured obligation of the Funds and not of any other person. 6.2 Agents. The Funds may employ agents and provide for such clerical, legal, actuarial, accounting, advisory or other services as it deems necessary to perform their duties under this Agreement. The Funds shall bear the cost of such services and all other expenses they incur in connection with the administration of this Agreement. 6.3 Liability and Indemnification. Except for their own gross negligence, willful misconduct or willful breach of the terms of this Agreement, the Funds shall be indemnified and held harmless by the Trustee against liability or losses occurring by reason of any act or omission of the Funds or any other person. 6.4 Incapacity. If any officer, Trustee or other designated representative of the Funds shall receive evidence satisfactory to them that the Trustee or any Beneficiary entitled to receive any benefit under the Agreement is, at the time when such benefit becomes payable, a minor, or is physically or mentally incompetent to receive such benefit and to give a valid release therefor, and that another person or an institution is then maintaining or has custody of the Trustee or Beneficiary and that no guardian, committee or other representative of the estate of the Trustee or Beneficiary shall have been duly appointed, the Funds may make payment of such benefit otherwise payable to the Trustee or Beneficiary to such other person or institution, including a custodian under a Uniform Gifts to Minors Act, or corresponding legislation (who shall be an adult, a guardian of the minor or a trust company), and the release of such other person or institution shall be a valid and complete discharge for the payment of such benefit. 6.5 Cooperation of Parties. All parties to this Agreement and any person claiming any interest hereunder agree to perform any and all acts and execute any and all 10 documents and papers which are necessary or desirable for carrying out this Agreement or any of its provisions. 6.6 Governing Law. This Agreement is made and entered into in the State of Texas and all matters concerning its validity, construction and administration shall be governed by the internal laws of the State of Texas. 6.7 No Guarantee of Trusteeship. Nothing contained in this Agreement shall be construed as a contract or guarantee of the right of the Trustee to be, or remain as, a trustee of any of the Funds or to receive any, or any particular rate of, Compensation from any of the Funds. 6.8 Counsel. The Funds may consult with legal counsel with respect to the meaning or construction of this Agreement, their obligations or duties hereunder or with respect to any action or proceeding or any question of law, and they shall be fully protected with respect to any action taken or omitted by them in good faith pursuant to the advice of legal counsel. 6.9 Spendthrift Provision. The Trustee's and Beneficiaries' interests in the Deferral Accounts may not be anticipated, sold, encumbered, pledged, mortgaged, charged, transferred, alienated, assigned nor become subject to execution, garnishment or attachment and any attempt to do so by any person shall render the Deferral Accounts immediately forfeitable. 6.10 Notices. For purposes of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally or mailed by United States registered or certified mail, return receipt requested, postage prepaid, or by any nationally recognized overnight delivery service providing for a signed return receipt, addressed to the Trustee at the home address set forth in the Funds' records and to the Funds at the address set forth on the first page of this Agreement, provided that all notices to the Funds shall be directed to the attention of the Plan Administrator or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon receipt. 6.11 Entire Agreement. This Agreement contains the entire understanding between the Funds and the Trustee with respect to the payment of non-qualified elective deferred compensation by the Funds to the Trustee. Effective as of the date hereof, this Agreement replaces, and supersedes, all other non-qualified elective deferred compensation agreements by and between the Trustee and the Funds. 6.12 Interpretation of Agreement. Interpretations of, and determinations (including factual determinations) related to, this Agreement made by the Funds in good faith, including any determinations of the amounts of the Deferral Accounts, shall be conclusive and binding upon all parties; and the Funds shall not incur any liability to the Trustee for any such interpretation or determination so made or for any other action taken 11 by it in connection with this Agreement in good faith. This Agreement shall be interpreted, whenever possible, in a manner that conforms with 409A. 6.13 Successors and Assigns. This Agreement shall be binding upon, and shall inure to the benefit of, the Funds and their successors and assigns and to the Trustee and his or her heirs, executors, administrators and personal representatives. 6.14 Severability. In the event any one or more provisions of this Agreement are held to be invalid or unenforceable, such illegality or unenforceability shall not affect the validity or enforceability of the other provisions hereof and such other provisions shall remain in full force and effect unaffected by such invalidity or unenforceability. 6.15 Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written. The Funds By: ------------------------------------ ------------------------------------ Witness Name: Title: ------------------------------------ ---------------------------------------- Witness Trustee 12 APPENDIX A For the purposes of the Deferred Compensation Agreement "AIM Funds" shall mean each of the regulated investment companies constituting classes or series of shares of the following entities: AIM CORE ALLOCATION PORTFOLIO SERIES AIM COUNSELOR SERIES TRUST AIM EQUITY FUNDS AIM FUNDS GROUP AIM GROWTH SERIES AIM INTERNATIONAL MUTUAL FUNDS AIM INVESTMENT FUNDS AIM INVESTMENT SECURITIES FUNDS AIM SECTOR FUNDS AIM TAX-EXEMPT FUNDS AIM TREASURER'S SERIES TRUST SHORT-TERM INVESTMENTS TRUST EXHIBIT A AIM FUNDS TRUSTEE DEFERRED COMPENSATION AGREEMENT DEFERRAL ELECTION FORM With respect to the Trustee Deferred Compensation Agreement (the "Agreement") dated as of December 31, 2008 by and between the undersigned and the AIM Funds, I hereby make the following Deferral Election: I. DEFERRAL OF COMPENSATION Starting with Compensation to be paid to me with respect to services provided by me to the AIM Funds for the next Deferral Year commencing January 1, 20__ [insert year] or, if I am a newly appointed Trustee, within 30 days of my appointment to the Board of Trustees, I hereby elect that _______________ percent (_______%) of my Compensation (as defined under the Agreement) be reduced and that the Fund establish and maintain a Deferral Account in accordance with the Agreement. I UNDERSTAND THAT THIS ELECTION WILL REMAIN IN EFFECT WITH RESPECT TO COMPENSATION I EARN IN SUBSEQUENT YEARS UNLESS I MODIFY OR REVOKE IT BY SUBMITTING A MODIFICATION FORM. I understand that any Modification Form will be effective only prospectively and will become effective as to Compensation I earn in the calendar year that begins after the Modification Form is received by the Plan Administrator. II. PAYMENT DATE ELECTION I hereby designate the first day of the calendar quarter following the designated event below as my Payment Date for the amounts credited to my Deferral Account pursuant to the Agreement [place an "X" preceding your choice and fill in the missing information, as applicable]: ____ (a) ___________ 1, _____. [Insert any date at least two years after this deferral election is made] ____ (b) Termination of my services as a Trustee with respect to all Funds. ____ (c) The LATER of (a) ______________ 1, _____ [fill in month and year from (a) above] or (b) termination of my service as a Trustee with respect to all Funds. ____ (d) The EARLIER of (a) _____________ 1, _____ [fill in month and year from (a) above] or (b termination of my service as a Trustee with respect to all Funds. Note: administrative delays in making the actual payment consistent with 409A will not affect the Payment Date. Page A-1 I understand that any future decision I make to change the Payment Date of amounts already deferred must be made at least 12 months before the scheduled payment date and must defer payment for at least five years after the amount would otherwise have been paid. Notwithstanding any statement to the contrary in the Agreement, amounts deferred cannot be paid to me or on my behalf prior to the Payment Date elected herein except on account of Hardship. III. PAYMENT FORM ELECTION I hereby designate one of the following as my Payment Method for the amounts credited to my Deferral Account pursuant to the Agreement [place an "X" preceding your choice and fill in the missing information, as applicable]: ____ A lump sum payment. ____ Quarterly installments for a period of ____ [pick either 5 or 10] years. I understand that for purposes of modifications to payment form, each installment stands alone (e.g., to change installments to a lump sum, the lump sum must be deferred to five years after the last installment payment would have been made). IV. DEATH BENEFIT PAYMENT DATE AND FORM If I die before I have received the entire amount credited to my Deferral Account, I elect to have the ----------------- balance of my Deferral Account paid to my beneficiar(y) [Sign here] (ies) in a LUMP SUM within 90 days following my death. I understand that if I do not make this election, then any amount credited to my Deferral Account at the time of my death will be paid to my designated beneficiary at the same time, for the same (remaining) period and in the same amount as would have been paid to me had I lived to receive my Deferral Accounts in full. I UNDERSTAND THAT THIS ELECTION IS IRREVOCABLE. V. REPRESENTATIONS OF TRUSTEE I understand that the amounts credited to my Deferral Account remain the general assets of the AIM Funds and that, with respect to the payment of such amounts, I am merely a general creditor of the AIM Funds. I may not sell, encumber, pledge, assign or otherwise alienate the amounts credited to my Deferral Account. [continued on next page] Page A-2 I hereby agree that the terms of the Agreement, as effective as of December 31, 2008, are incorporated herein and are made a part hereof. Dated: ___________ TRUSTEE: RECEIVED: ------------------------------------- ---------------------------------------- AIM Funds By: ------------------------------------ Date: ---------------------------------- Page A-3 EXHIBIT B AIM FUNDS TRUSTEE DEFERRED COMPENSATION AGREEMENT MODIFICATION FORM With respect to the Trustee Deferred Compensation Agreement (the "Agreement") dated as of December 31, 2008 by and between the undersigned and the AIM Funds, I hereby make the following modifications to my prior deferral elections: I. MODIFICATION OF DEFERRAL PERCENTAGE Starting with Compensation to be paid to me with respect to services provided by me to the AIM Funds for the next Deferral Year commencing January 1, 20__ [insert year], I hereby elect that _______________ percent (_______%)(1) of my Compensation (as defined under the Agreement) be reduced and that the Fund establish and maintain a Deferral Account in accordance with the Agreement. I UNDERSTAND THAT THIS ELECTION WILL REMAIN IN EFFECT WITH RESPECT TO COMPENSATION I EARN IN SUBSEQUENT YEARS UNLESS I MODIFY OR REVOKE IT BY SUBMITTING A NEW MODIFICATION FORM. I understand that any Modification Form will be effective only prospectively and will become effective as to Compensation I earn in the calendar year that begins after the Modification Form is received by the Plan Administrator. II. MODIFICATION OF PAYMENT DATE I hereby modify my prior Payment Date and designate the first day of the calendar quarter following the event designated below as my new Payment Date for the amounts credited to my Deferral Account [place an "X" preceding your choice and fill in the missing information, as applicable]: ____ (a) ___________ 1, _____. [Select the first month in any calendar quarter, and insert any year at least five years after your previously designated date] ____ (b) Termination of my service as a Trustee with respect to all Funds. ____ (c) The LATER of (a) ______________ 1, _____ [fill in month and year from (a) above] or (b) termination of my service as a Trustee with respect to all Funds. ____ (d) The EARLIER of (a) _____________ 1, _____ [fill in month and year from (a) above] or (b) termination of my service as a Trustee with respect to all Funds. ---------- (1) To stop deferrals of compensation, enter "zero" and "0" in these blanks. Page B-1 Note: (i) Any change in Payment Date cannot accelerate a payment. If you have elected installment payments and would like to change to lump sum, your earliest payment date would be five years after the date the last installment payment would have been made. (ii) Any change in Payment Date must be received by the Plan Administrator at least 12 months before the payment would have otherwise been made and be effective for at least 12 months before payment is made. For example, if you elected a lump sum payment in July 2010, your Modification Form must be received by July 2009. (iii) Any change in Payment Date must defer payment for at least five years after the amount would otherwise have been paid, interpreted in accordance with regulations adopted under 409A. For example, if you elected a lump sum in July 2010, you must defer the receipt of the payment until at least July 2015. III. PAYMENT FORM ELECTION I hereby modify my Payment Form election and designate the following as my Payment Form for the amounts credited to my Deferral Account [place an "X" preceding your choice and fill in the missing information, as applicable]: ____ A lump sum payment. ____ Quarterly installments for a period of ____ [pick either 5 or 10] years. I understand that for purposes of modifications to the Payment Form, each installment stands alone (e.g., to change installments to a lump sum, the lump sum must be deferred to five years after the last installment payment would have been made). I understand that any future decision I make to change the Payment Form is subject to restrictions on acceleration and mandatory deferrals pursuant to applicable provisions of the Internal Revenue Code. Note: Please contact counsel to the Independent Trustees to confirm that your desired change in Payment Date or Payment Form will comply with 409A. I hereby agree that the terms of the Agreement, as effective as of December 31, 2008, are incorporated herein and are made a part hereof. Dated: ___________ TRUSTEE: RECEIVED: ------------------------------------- ---------------------------------------- AIM Funds By: ------------------------------------ Date: ---------------------------------- Page B-2 EXHIBIT C AIM FUNDS TRUSTEE DEFERRED COMPENSATION AGREEMENT INVESTMENT DESIGNATION FORM With respect to the Trustee Deferred Compensation Agreement (the "Agreement") by and between the undersigned and the AIM Funds: I hereby elect that my Deferral Account under the Agreement be considered to be invested as follows (in multiples of 10%) (TOTAL MUST EQUAL 100%):
NAME OF FUND % ------------ -- ___________________________________ __% ___________________________________ __% ___________________________________ __% ___________________________________ __% ___________________________________ __% ___________________________________ __%
Apply these designations to: ____ NEWLY DEFERRED AMOUNTS(2) (amounts deferred after the date this form is received by AIM Funds) or ____ ALL AMOUNTS (a REBALANCING).(3) I acknowledge that I may change these Investment Designations quarterly upon 30 days notice, by submitting a new Investment Designation Form to the Plan Administrator. I also acknowledge that the Funds have reserved the right to disregard my Investment ---------- (2) If you select "newly deferred amounts", then from the date of the first payment to be deferred in the calendar quarter following receipt of the designation form, deferred amounts will be deemed invested in those Funds, but previously deferred amounts will continue to be deemed to be invested in accordance with your earlier designations. (3) If you select "rebalancing," the entire amount standing credited to your account will be re-allocated in accordance with your new designations on the second business day of the calendar quarter following receipt of the designation form. Any newly deferred amounts will be deemed invested with these new designations from the date of the first payment to be deferred in the calendar quarter following receipt of the designation form. Page C-1 Designations and consider my Deferral Account to be deemed to be invested in a fund of its choosing. Dated: __________ TRUSTEE: RECEIVED: ------------------------------------- ---------------------------------------- AIM Funds By: ------------------------------------ Date: ---------------------------------- Page C-2 EXHIBIT D AIM FUNDS TRUSTEE DEFERRED COMPENSATION AGREEMENT BENEFICIARY DESIGNATION FORM With respect to the Trustee Deferred Compensation Agreement (the "Agreement") by and between the undersigned and the AIM Funds: I hereby revoke any prior designation of beneficiary(ies) and make the following beneficiary designations:(4) I. Primary Beneficiary I hereby appoint the following as my Primary Beneficiary(ies) to receive at my death the amounts credited to my Deferral Account under the Agreement. If I am survived by more than one Primary Beneficiary, such Primary Beneficiaries shall share equally in such amounts unless I indicate otherwise on this form:
NAME SHARE ADDRESS RELATIONSHIP(5) -------------- --------- --------------------------- ---------------------
II. Secondary Beneficiary I hereby appoint the following as Secondary Beneficiary(ies) to receive death benefits under the Agreement if none of my Primary Beneficiaries survive me. If I am survived by more than one Secondary Beneficiary, such Secondary Beneficiaries shall share equally unless I indicate otherwise on this form:
NAME SHARE ADDRESS RELATIONSHIP(5) -------------- --------- --------------------------- ---------------------
[continued on next page] ---------- (4) A Trustee may designate any person or a Trust as a Beneficiary. (5) For aid in identification only. Page D-1 I understand that (i) if none of my Primary or Secondary Beneficiaries survive me then payment will be made to my estate; and (ii) if I do not properly designate a Beneficiary, under the Agreement, I will be deemed to have designated my estate as my Primary Beneficiary. I understand that I may revoke or amend the above designations at any time. I further understand that if I am not survived by a Primary or Secondary Beneficiary, my Beneficiary shall be as set forth under the Agreement. Dated: ___________ TRUSTEE: RECEIVED: ------------------------------------- ---------------------------------------- AIM Funds By: ------------------------------------ Date: ---------------------------------- Page D-2 EX-99.H1.C 14 h66495aexv99wh1wc.txt EX-99.H1.C AMENDMENT NUMBER 2 TO THE THIRD AMENDED AND RESTATED TRANSFER AGENCY AND SERVICE AGREEMENT This Amendment, dated as of October 3, 2008, is made to the Third Amended and Restated Transfer Agency and Service Agreement dated July 1, 2006, (the "Agreement") between AIM Equity Funds (the "Fund") and Invesco Aim Investment Services, Inc., formerly AIM Investment Services, Inc. (the "Transfer Agent") pursuant to Article 11 of the Agreement. WITNESSETH: WHEREAS, the parties desire to amend the Agreement to include Class Y shares: NOW, THEREFORE, the parties, intending to be legally bound, hereby agree as follows; Schedule A of the Agreement is hereby amended and restated to read in its entirety as set forth below: "SCHEDULE A 1. RETAIL SHARE CLASSES OPEN ACCOUNT FEE. For performance by the Transfer Agent pursuant to this Agreement, the Fund agrees on behalf of each of the Portfolios to pay the Transfer Agent an annualized fee for shareholder accounts holding Class A, A3, B, C, P, R, Y, AIM Cash Reserve and Investor Class Shares that are open during any monthly period at a rate of $20.60. CLOSED ACCOUNT FEE. For performance by the Transfer Agent pursuant to this Agreement, the Fund agrees on behalf of each of the Portfolios to pay the Transfer Agent an annualized fee for shareholder accounts which previously held Class A, A3, B, C, P, R, Y, AIM Cash Reserve and Investor Class Shares that were closed during any monthly period at a rate of $0.70, to be paid for twelve months following the date on which an account was closed. DETERMINING NUMBER OF BILLABLE ACCOUNTS. The Open Account Fee and the Closed Account Fee shall be paid only with respect to accounts serviced directly by the Transfer Agent and not with respect to accounts serviced by third parties pursuant to omnibus account service or sub-accounting agreements, as provided in Section 2.04 of the Agreement. BILLING OF FEES. Both the Open and Closed Account Fees shall be billed by the Transfer Agent monthly in arrears on a prorated basis of 1/12 of the annualized fee for all such accounts. 2. INSTITUTIONAL SHARE CLASSES ACCOUNTS SERVICED BY THE TRANSFER AGENT. For performance by the Transfer Agent pursuant to this Agreement, the Fund agrees on behalf of the Institutional Class Shares of each Portfolio to pay the Transfer Agent a fee equal to $2.00 per trade executed, to be billed monthly in arrears. CAP ON TRANSFER AGENCY FEES AND EXPENSES. The Transfer Agent agrees to waive the right to collect any fee or reimbursement to which it is entitled hereunder to the extent that collecting such fee or reimbursement would cause the fees and expenses incurred hereunder by the Institutional Class Shares of any given Portfolio to exceed 0.10% of the average net assets attributable to such Class of such Portfolio. 3. INVESTMENT CREDITS The total fees due to the Transfer Agent from all funds affiliated with the Fund shall be reduced by an amount equal to the investment income earned by the Transfer Agent, if any, on the balances of the disbursement accounts for those funds. Such credits shall first be allocated to the Institutional Class, if any, of a Portfolio based upon the number of accounts holding shares of such Class relative to the total number of accounts holding all Classes of shares in the Portfolio. The Portfolio's remaining fiscal year-to-date credits shall be allocated among accounts holding Class A, A3, B, C, P, R, Y, AIM Cash Reserve and Investor Class Shares, as applicable, on the basis of fiscal year-to-date average net assets. 4. OUT-OF-POCKET EXPENSES The Fund shall reimburse the Transfer Agent monthly for applicable out-of-pocket expenses relating to the procurement of the following goods and services, as they relate to the performance of the Transfer Agent's obligations set forth in Article I of the Agreement, including, but not limited to: (a) Remote access, license and usage charges paid by the Transfer Agent for use of shareholder record keeping and related systems provided by DST Systems, Inc., and used by the Transfer Agent to service Shareholder accounts, including but not limited to: (i) TA2000(R), the record keeping system on which records related to most Shareholder accounts will be maintained; (ii) TRAC2000(R), the record keeping system on which records related to Shareholder accounts held by and through employer-sponsored retirement plans are maintained; (iii) Automated Work Distributor(TM), a document imaging, storage and distribution system; (iv) Financial Access Network, a computer system and related software applications which will provide the necessary interfaces to allow customers to access account information residing on the TA2000 and TRAC2000 systems through invescoaim.com; (v) PowerSelect(TM), a reporting database that the Transfer Agent can query to produce reports derived from Shareholder account data residing on the TA2000 and TRAC2000 systems; and (vi) Client specific system enhancements. (b) Computer and data processing and storage equipment, communication lines and equipment, printers and other equipment used in connection with the provision of services hereunder, and any expenses incurred in connection with the installation and use of such equipment and lines. (c) Microfiche, microfilm and electronic image scanning equipment. (d) Electronic data and image storage media and related storage costs. (e) Record retention, retrieval and destruction costs, including, but not limited to exit fees charged by third party record keeping vendors. (f) Telephone and telecommunication costs, including all lease, maintenance and line costs. (g) Programming costs, system access and usage fees, electronic presentment service fees, data and document delivery fees, and other related fees and costs which relate to the printing and delivery of the following documents to Shareholders and to each Shareholder's broker of record: (i) Investment confirmations; (ii) Periodic account statements; (iii) Tax forms; and (iv) Redemption checks. (h) Printing costs, including, without limitation, the costs associated with printing stationery, envelopes, share certificates, checks, investment confirmations, periodic account statements, and tax forms. (i) Postage (bulk, pre-sort, ZIP+4, bar coding, first class), certified and overnight mail and private delivery services, courier services and related insurance. (j) Certificate insurance. (k) Banking charges, including without limitation, incoming and outgoing wire charges and charges associated with the receipt and processing of government allotments. (l) Check writing fees. (m) Federal Reserve charges for check clearance. (n) Rendering fees. (o) Audit, consulting and legal fees which relate to the provision of service hereunder. (p) Shareholder information and education mailings, including, but not limited to, periodic shareholder newsletters and tax guides. (q) Duplicate services; (r) Such other miscellaneous expenses reasonably incurred by the Transfer Agent in performing its duties and responsibilities. (s) Due diligence mailings. (t) Ad hoc reports. (u) Fees and expenses assessed by third-party service providers in connection with the compilation and delivery of shareholder transaction data requested by the Transfer Agent in connection with its administration of the Fund's Rule 22c-2 compliance program. The Fund agrees that postage and mailing expenses will be paid on the day of or prior to mailing. In addition, the Fund will promptly reimburse the Transfer Agent for any other unscheduled expenses incurred by the Transfer Agent whenever the Fund and the Transfer Agent mutually agree that such expenses are not otherwise properly borne by the Transfer Agent as part of its duties and obligations under the Agreement. Out-of-pocket expenses incurred by the Transfer Agent hereunder shall first be allocated among the series portfolios of the AIM Funds based upon the number of open accounts holding shares in such portfolios. Such out-of-pocket expenses that have been allocated to a Portfolio shall be further allocated to the Institutional Class, if any, of such Portfolio based upon the number of accounts holding shares of such Class relative to the total number of accounts holding shares of all Classes in the Portfolio. The remaining amount of the Portfolio's fiscal year-to-date out-of-pocket expenses shall be further allocated among accounts holding Class A, A3, B, C, P, R, Y, AIM Cash Reserve and Investor Class Shares, as applicable, on the basis of fiscal year-to-date average net assets. 5. DEFINITIONS As used in this Fee Schedule, "AIM Funds" shall mean all investment companies and their series portfolios, if any, comprising, from time to time, the AIM Family of Funds.(R)" All other terms and provisions of the Agreement not amended herein shall remain in full force and effect. AIM EQUITY FUNDS By: /s/ John M. Zerr ---------------------------------- Senior Vice President ATTEST: /s/ Stephen R. Rimes --------------------------------------- Assistant Secretary INVESCO AIM INVESTMENT SERVICES, INC. By: /s/ William J. Galvin, Jr. ---------------------------------- President ATTEST: /s/ Stephen R. Rimes --------------------------------------- Assistant Secretary EX-99.H3.D 15 h66495aexv99wh3wd.txt EX-99.H3.D AMENDMENT NO. 3 TO SECOND AMENDED AND RESTATED MASTER ADMINISTRATIVE SERVICES AGREEMENT The Master Administrative Services Agreement (the "Agreement"), dated July 1, 2006, by and between Invesco Aim Advisors, Inc., a Delaware corporation, and AIM Equity Funds, a Delaware statutory trust is hereby amended as follows: WITNESSETH: WHEREAS, the parties desire to amend the Agreement to add AIM Disciplined Equity Fund to the Agreement; NOW, THEREFORE, the parties agree as follows; 1. Appendix A of the Agreement is hereby deleted in its entirety and replaced with the following: "APPENDIX A TO SECOND AMENDED AND RESTATED MASTER ADMINISTRATIVE SERVICES AGREEMENT OF AIM EQUITY FUNDS
PORTFOLIOS EFFECTIVE DATE OF AGREEMENT ---------- --------------------------- AIM Capital Development Fund July 1, 2006 AIM Charter Fund July 1, 2006 AIM Constellation Fund July 1, 2006 AIM Disciplined Equity Fund [May __, 2009] AIM Diversified Dividend Fund July 1, 2006 AIM Large Cap Basic Value Fund July 1, 2006 AIM Large Cap Growth Fund July 1, 2006 AIM Summit Fund April 30, 2008
The Administrator may receive from each Portfolio reimbursement for costs or reasonable compensation for such services as follows:
Rate* Net Assets ----- ------------------ 0.023% First $1.5 billion 0.013% Next $1.5 billion 0.003% Over $3 billion
* Annual minimum fee is $50,000. An additional $10,000 per class of shares is charged for each class other than the initial class. The $10,000 class fee is waived for any of the above Portfolios with insufficient assets to result in the payment of more than the minimum fee of $50,000." All other terms and provisions of the Agreement not amended herein shall remain in full force and effect. Dated: [May __, 2009] INVESCO AIM ADVISORS, INC. Attest: By: ----------------------------- ------------------------------------ Assistant Secretary John M. Zerr Senior Vice President (SEAL) AIM EQUITY FUNDS Attest: By: ----------------------------- ------------------------------------ Assistant Secretary John M. Zerr Senior Vice President (SEAL) EX-99.L6 16 h66495aexv99wl6.txt EX-99.L6 [INVESCO AIM LOGO APPEARS HERE] --Servicemark-- 11 Greenway Plaza, Suite 100 Houston, TX 77046-1173 713-626-1919 Invesco Aim Advisors, Inc. October 2, 2008 Board of Trustees AIM Equity Funds 11 Greenway Plaza, Suite 100 Houston, Texas 77046-1173 Re: Initial Capital Investment in New Institutional Class Shares of AIM Summit Fund (the "Fund") of AIM Equity Funds (the "Trust") Ladies and Gentlemen: We shall and hereby agree to purchase shares equal to the following dollar amount for the Fund.
FUND AND CLASS AMOUNT DATE -------------- ---------- --------------- AIM Summit Fund - Institutional Class Shares $10,000.00 October 2, 2008
We understand that the price per shares for the Institutional Class Shares of the Fund will be equal to the next determined net asset value per share of the Class A Shares of the Fund. We hereby represent that we are purchasing these shares solely for our own account and solely for investment purposes without any intent of distributing or reselling said shares. We further represent that disposition of said shares will only be by direct redemption to or repurchase by the Trust. We further agree to provide the Trust with at least three business day's advance written notice of any intended redemption and agree that we will work with the Trust with respect to the amount of such redemption so as not to place a burden on the Trust and to facilitate normal portfolio management of the Fund. Sincerely yours, INVESCO AIM ADVISORS, INC. /s/ John M. Zerr ------------------------------------- John M. Zerr Senior Vice President cc: Mark Gregson Gary Trappe EX-99.L7 17 h66495aexv99wl7.txt EX-99.L7 [May __, 2009] Board of Trustees AIM Equity Funds (the "Trust") 11 Greenway Plaza, Suite 100 Houston, Texas 77046-1173 Re: Initial Capital Investment in New Portfolio of the Trust (the "Fund") Ladies and Gentlemen: We are purchasing shares of the Fund for the purpose of providing initial investment for the new investment portfolio of the Trust. The purpose of this letter is to set out our understanding of the conditions of and our promises and representations concerning this investment. We shall and hereby agree to purchase shares equal to the following dollar amount for the Fund
FUNDS AND CLASS AMOUNT DATE -------------------------------------- ------ -------------- INITIAL INVESTMENT AS SOLE SHAREHOLDER AIM Disciplined Equity Fund - Class Y Shares $10.00 [May __, 2009]
We understand that the initial net asset value per share for the portfolio named above will be [$10.00]. We hereby represent that we are purchasing these shares solely for our own account and solely for investment purposes without any intent of distributing or reselling said shares. We further represent that disposition of said shares will only be by direct redemption to or repurchase by the Trust. Sincerely yours, INVESCO AIM ADVISORS, INC. ------------------------------------ John M. Zerr Senior Vice President cc: Mark Gregson Noelle Osterbur EX-99.M1.H 18 h66495aexv99wm1wh.txt EX-99.M1.H AMENDMENT NO. 7 TO THE FIRST RESTATED MASTER DISTRIBUTION PLAN (CLASS A SHARES) The First Restated Master Distribution Plan (the "Plan"), dated as of August 18, 2003, and as subsequently amended, and as restated the 20th day of September, 2006, pursuant to Rule 12b-1, is hereby amended, effective July 24, 2008, as follows: WHEREAS, the parties desire to amend the Plan to change the name of AIM Global Value Fund to AIM Global Core Equity Fund. NOW THEREFORE, Schedule A to the Plan is hereby deleted in its entirety and replaced with the following: "SCHEDULE A TO THE AMENDED AND RESTATED MASTER DISTRIBUTION PLAN (CLASS A SHARES) (DISTRIBUTION AND SERVICE FEES) The Fund shall pay the Distributor as full compensation for all services rendered and all facilities furnished under the Distribution Plan for the Class A Shares of each Portfolio designated below, a Distribution Fee* and a Service Fee determined by applying the annual rate set forth below as to the Class A Shares of each Portfolio to the average daily net assets of the Class A Shares of the Portfolio for the plan year. Average daily net assets shall be computed in a manner used for the determination of the offering price of the Class A Shares of the Portfolio.
MINIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM COUNSELOR SERIES TRUST CHARGE FEE FEE ------------------------------------------- ------- ------- --------- PORTFOLIO - CLASS A SHARES AIM Floating Rate Fund 0.00% 0.25% 0.25% AIM Multi-Sector Fund 0.00% 0.25% 0.25% AIM Select Real Estate Income Fund 0.00% 0.25% 0.25% AIM Structured Core Fund 0.00% 0.25% 0.25% AIM Structured Growth Fund 0.00% 0.25% 0.25% AIM Structured Value Fund 0.00% 0.25% 0.25%
MINIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM EQUITY FUNDS CHARGE FEE FEE ------------------------------------------- ------- ------- --------- PORTFOLIO - CLASS A SHARES AIM Capital Development Fund 0.00% 0.25% 0.25% AIM Charter Fund 0.00% 0.25% 0.25% AIM Constellation Fund 0.00% 0.25% 0.25% AIM Diversified Dividend Fund 0.00% 0.25% 0.25% AIM Large Cap Basic Value Fund 0.00% 0.25% 0.25% AIM Large Cap Growth Fund 0.00% 0.25% 0.25% AIM Summit Fund 0.00% 0.25% 0.25%
MINIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM FUNDS GROUP CHARGE FEE FEE ------------------------------------------- ------- ------- --------- PORTFOLIO - CLASS A SHARES AIM Basic Balanced Fund 0.00% 0.25% 0.25% AIM European Small Company Fund 0.00% 0.25% 0.25% AIM Global Core Equity Fund 0.00% 0.25% 0.25% AIM International Small Company Fund 0.00% 0.25% 0.25% AIM Mid Cap Basic Value Fund 0.00% 0.25% 0.25% AIM Select Equity Fund 0.00% 0.25% 0.25% AIM Small Cap Equity Fund 0.00% 0.25% 0.25%
MINIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM GROWTH SERIES CHARGE FEE FEE ------------------------------------------- ------- ------- --------- PORTFOLIO - CLASS A SHARES AIM Basic Value Fund 0.00% 0.25% 0.25% AIM Conservative Allocation Fund 0.00% 0.25% 0.25% AIM Global Equity Fund 0.00% 0.25% 0.25% AIM Growth Allocation Fund 0.00% 0.25% 0.25% AIM Income Allocation Fund 0.00% 0.25% 0.25% AIM Independence Now Fund 0.00% 0.25% 0.25% AIM Independence 2010 Fund 0.00% 0.25% 0.25% AIM Independence 2020 Fund 0.00% 0.25% 0.25% AIM Independence 2030 Fund 0.00% 0.25% 0.25% AIM Independence 2040 Fund 0.00% 0.25% 0.25% AIM Independence 2050 Fund 0.00% 0.25% 0.25% AIM International Allocation Fund 0.00% 0.25% 0.25% AIM Mid Cap Core Equity Fund 0.00% 0.25% 0.25% AIM Moderate Allocation Fund 0.00% 0.25% 0.25% AIM Moderate Growth Allocation Fund 0.00% 0.25% 0.25% AIM Moderately Conservative Allocation Fund 0.00% 0.25% 0.25% AIM Small Cap Growth Fund 0.00% 0.25% 0.25%
MINIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM INTERNATIONAL MUTUAL FUNDS CHARGE FEE FEE ------------------------------------------- ------- ------- --------- PORTFOLIO - CLASS A SHARES AIM Asia Pacific Growth Fund 0.00% 0.25% 0.25% AIM European Growth Fund 0.00% 0.25% 0.25% AIM Global Growth Fund 0.00% 0.25% 0.25% AIM Global Small & Mid Cap Growth Fund. 0.00% 0.25% 0.25% AIM International Core Equity Fund 0.00% 0.25% 0.25% AIM International Growth Fund 0.00% 0.25% 0.25%
2
MINIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM INVESTMENT FUNDS CHARGE FEE FEE ------------------------------------------- ------- ------- --------- PORTFOLIO - CLASS A SHARES AIM China Fund 0.00% 0.25% 0.25% AIM Developing Markets Fund 0.00% 0.25% 0.25% AIM Global Health Care Fund 0.00% 0.25% 0.25% AIM International Total Return Fund 0.00% 0.25% 0.25% AIM Japan Fund 0.00% 0.25% 0.25% AIM LIBOR Alpha Fund 0.00% 0.25% 0.25% AIM Trimark Endeavor Fund 0.00% 0.25% 0.25% AIM Trimark Fund 0.00% 0.25% 0.25% AIM Trimark Small Companies Fund 0.00% 0.25% 0.25%
MINIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM INVESTMENT SECURITIES FUNDS CHARGE FEE FEE ------------------------------------------- ------- ------- --------- PORTFOLIO - CLASS A SHARES AIM Core Bond Fund 0.00% 0.25% 0.25% AIM Dynamics Fund 0.00% 0.25% 0.25% AIM Global Real Estate Fund 0.00% 0.25% 0.25% AIM High Yield Fund 0.00% 0.25% 0.25% AIM Income Fund 0.00% 0.25% 0.25% AIM Limited Maturity Treasury Fund 0.00% 0.15% 0.15% AIM Municipal Bond Fund 0.00% 0.25% 0.25% AIM Real Estate Fund 0.00% 0.25% 0.25% AIM Short Term Bond Fund 0.00% 0.25% 0.25% AIM U.S. Government Fund 0.00% 0.25% 0.25%
MINIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM SECTOR FUNDS CHARGE FEE FEE ------------------------------------------- ------- ------- --------- PORTFOLIO - CLASS A SHARES AIM Energy Fund 0.00% 0.25% 0.25% AIM Financial Services Fund 0.00% 0.25% 0.25% AIM Gold & Precious Metals Fund 0.00% 0.25% 0.25% AIM Leisure Fund 0.00% 0.25% 0.25% AIM Technology Fund 0.00% 0.25% 0.25% AIM Utilities Fund 0.00% 0.25% 0.25%
3
MINIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM TAX-EXEMPT FUNDS CHARGE FEE FEE ------------------------------------------- ------- ------- --------- PORTFOLIO - CLASS A SHARES AIM High Income Municipal Fund 0.00% 0.25% 0.25% AIM Tax-Exempt Cash Fund 0.00% 0.25% 0.25%
* The Distribution Fee is payable apart from the sales charge, if any, as stated in the current prospectus for the applicable Portfolio (or Class thereof)." All other terms and provisions of the Plan not amended herein shall remain in full force and effect. Dated: July 24, 2008 4 EX-99.M2.H 19 h66495aexv99wm2wh.txt EX-99.M2.H AMENDMENT NO. 7 TO FIRST RESTATED MASTER DISTRIBUTION PLAN (CLASS B SHARES) (SECURITIZATION FEATURE) The First Restated Master Distribution Plan (the "Plan"), dated as of August 18, 2003, as subsequently amended, and as restated the 20th day of September, 2006, pursuant to Rule 12b-1, is hereby amended, effective July 24, 2008, as follows: WHEREAS, the parties desire to amend the Plan to change the name of AIM Global Value Fund to AIM Global Core Equity Fund. NOW THEREFORE, Schedule A to the Plan is hereby deleted and replaced in its entirety with Schedule A attached hereto. All other terms and provisions of the Plan not amended hereby shall remain in full force and effect. "SCHEDULE A AMENDED AND RESTATED MASTER DISTRIBUTION PLAN (CLASS B SHARES) DISTRIBUTION AND SERVICE FEES The Fund shall pay the Distributor or the Assignee as full compensation for all services rendered and all facilities furnished under the Distribution Plan for the Class B Shares of each Portfolio designated below, a Distribution Fee and a Service Fee determined by applying the annual rate set forth below to the average daily net assets of the Class B Shares of the Portfolio. Average daily net assets shall be computed in a manner used for the determination of the offering price of Class B Shares of the Portfolio.
MAXIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM EQUITY FUNDS CHARGE FEE FEE ------------------------------------------- ------- ------- --------- PORTFOLIOS AIM Capital Development Fund 0.75% 0.25% 1.00% AIM Charter Fund 0.75% 0.25% 1.00% AIM Constellation Fund 0.75% 0.25% 1.00% AIM Diversified Dividend Fund 0.75% 0.25% 1.00% AIM Large Cap Basic Value Fund 0.75% 0.25% 1.00% AIM Large Cap Growth Fund 0.75% 0.25% 1.00% AIM Summit Fund 0.75% 0.25% 1.00%
MAXIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM FUNDS GROUP CHARGE FEE FEE ------------------------------------------- ------- ------- --------- PORTFOLIOS AIM Basic Balanced Fund 0.75% 0.25% 1.00% AIM European Small Company Fund 0.75% 0.25% 1.00% AIM Global Core Equity Fund 0.75% 0.25% 1.00% AIM International Small Company Fund 0.75% 0.25% 1.00% AIM Mid Cap Basic Value Fund 0.75% 0.25% 1.00% AIM Select Equity Fund 0.75% 0.25% 1.00% AIM Small Cap Equity Fund 0.75% 0.25% 1.00%
2
MAXIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM GROWTH SERIES CHARGE FEE FEE ------------------------------------------- ------- ------- --------- PORTFOLIOS AIM Basic Value Fund 0.75% 0.25% 1.00% AIM Conservative Allocation Fund 0.75% 0.25% 1.00% AIM Global Equity Fund 0.75% 0.25% 1.00% AIM Growth Allocation Fund 0.75% 0.25% 1.00% AIM Income Allocation Fund 0.75% 0.25% 1.00% AIM Independence Now Fund 0.75% 0.25% 1.00% AIM Independence 2010 Fund 0.75% 0.25% 1.00% AIM Independence 2020 Fund 0.75% 0.25% 1.00% AIM Independence 2030 Fund 0.75% 0.25% 1.00% AIM Independence 2040 Fund 0.75% 0.25% 1.00% AIM Independence 2050 Fund 0.75% 0.25% 1.00% AIM International Allocation Fund 0.75% 0.25% 1.00% AIM Mid Cap Core Equity Fund 0.75% 0.25% 1.00% AIM Moderate Allocation Fund 0.75% 0.25% 1.00% AIM Moderate Growth Allocation Fund 0.75% 0.25% 1.00% AIM Moderately Conservative Allocation Fund 0.75% 0.25% 1.00% AIM Small Cap Growth Fund 0.75% 0.25% 1.00%
MAXIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM INTERNATIONAL MUTUAL FUNDS CHARGE FEE FEE ------------------------------------------- ------- ------- --------- PORTFOLIOS AIM Asia Pacific Growth Fund 0.75% 0.25% 1.00% AIM European Growth Fund 0.75% 0.25% 1.00% AIM Global Growth Fund 0.75% 0.25% 1.00% AIM Global Small & Mid Cap Growth Fund 0.75% 0.25% 1.00% AIM International Core Equity Fund 0.75% 0.25% 1.00% AIM International Growth Fund 0.75% 0.25% 1.00%
MAXIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM INVESTMENT FUNDS CHARGE FEE FEE ------------------------------------------- ------- ------- --------- PORTFOLIOS AIM China Fund 0.75% 0.25% 1.00% AIM Developing Markets Fund 0.75% 0.25% 1.00% AIM Global Health Care Fund 0.75% 0.25% 1.00% AIM International Total Return Fund 0.75% 0.25% 1.00% AIM Japan Fund 0.75% 0.25% 1.00% AIM Trimark Fund 0.75% 0.25% 1.00% AIM Trimark Endeavor Fund 0.75% 0.25% 1.00% AIM Trimark Small Companies Fund 0.75% 0.25% 1.00%
3
MAXIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM INVESTMENT SECURITIES FUNDS CHARGE FEE FEE ------------------------------------------- ------- ------- --------- PORTFOLIOS AIM Core Bond Fund 0.75% 0.25% 1.00% AIM Dynamics Fund 0.75% 0.25% 1.00% AIM Global Real Estate Fund 0.75% 0.25% 1.00% AIM High Yield Fund 0.75% 0.25% 1.00% AIM Income Fund 0.75% 0.25% 1.00% AIM Money Market Fund 0.75% 0.25% 1.00% AIM Municipal Bond Fund 0.75% 0.25% 1.00% AIM Real Estate Fund 0.75% 0.25% 1.00% AIM U.S. Government Fund 0.75% 0.25% 1.00%
MAXIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM TAX-EXEMPT FUNDS CHARGE FEE FEE ------------------------------------------- ------- ------- --------- PORTFOLIO AIM High Income Municipal Fund 0.75% 0.25% 1.00%
MAXIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM COUNSELOR SERIES TRUST CHARGE FEE FEE ------------------------------------------- ------- ------- --------- PORTFOLIO AIM Multi-Sector Fund 0.75% 0.25% 1.00% AIM Select Real Estate Income Fund 0.75% 0.25% 1.00% AIM Structured Core Fund 0.75% 0.25% 1.00% AIM Structured Growth Fund 0.75% 0.25% 1.00% AIM Structured Value Fund 0.75% 0.25% 1.00%
4
MAXIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM SECTOR FUNDS CHARGE FEE FEE ------------------------------------------- ------- ------- --------- PORTFOLIO AIM Energy Fund 0.75% 0.25% 1.00% AIM Financial Services Fund 0.75% 0.25% 1.00% AIM Gold & Precious Metals Fund 0.75% 0.25% 1.00% AIM Leisure Fund 0.75% 0.25% 1.00% AIM Technology Fund 0.75% 0.25% 1.00% AIM Utilities Fund 0.75% 0.25% 1.00%"
5 EX-99.M3.H 20 h66495aexv99wm3wh.txt EX-99.M3.H AMENDMENT NO. 7 TO THE FIRST RESTATED MASTER DISTRIBUTION PLAN (CLASS C SHARES) The First Restated Master Distribution Plan (the "Plan"), dated as of August 18, 2003, and as subsequently amended, and as restated the 20th day of September, 2006, pursuant to Rule 12b-1, is hereby amended, effective July 24, 2008, as follows: WHEREAS, the parties desire to amend the Plan to change the name of AIM Global Value Fund to AIM Global Core Equity Fund. NOW THEREFORE, Schedule A to the Plan is hereby deleted in its entirety and replaced with the following: "SCHEDULE A TO THE AMENDED AND RESTATED MASTER DISTRIBUTION PLAN (CLASS C SHARES) (DISTRIBUTION AND SERVICE FEES) The Fund shall pay the Distributor as full compensation for all services rendered and all facilities furnished under the Distribution Plan for the Class C Shares of each Portfolio designated below, a Distribution Fee* and a Service Fee determined by applying the annual rate set forth below as to the Class C Shares of each Portfolio to the average daily net assets of the Class C Shares of the Portfolio for the plan year. Average daily net assets shall be computed in a manner used for the determination of the offering price of the Class C Shares of the Portfolio.
MAXIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM COUNSELOR SERIES TRUST CHARGE FEE FEE ------------------------------------------- ------- ------- --------- PORTFOLIO - CLASS C SHARES AIM Floating Rate Fund 0.50% 0.25% 0.75% AIM Multi-Sector Fund 0.75% 0.25% 1.00% AIM Select Real Estate Income Fund 0.75% 0.25% 1.00% AIM Structured Core Fund 0.75% 0.25% 1.00% AIM Structured Growth Fund 0.75% 0.25% 1.00% AIM Structured Value Fund 0.75% 0.25% 1.00%
MAXIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM EQUITY FUNDS CHARGE FEE FEE ------------------------------------------- ------- ------- --------- PORTFOLIO - CLASS C SHARES AIM Capital Development Fund 0.75% 0.25% 1.00% AIM Charter Fund 0.75% 0.25% 1.00% AIM Constellation Fund 0.75% 0.25% 1.00% AIM Diversified Dividend Fund 0.75% 0.25% 1.00% AIM Large Cap Basic Value Fund 0.75% 0.25% 1.00% AIM Large Cap Growth Fund 0.75% 0.25% 1.00% AIM Summit Fund 0.75% 0.25% 1.00%
MAXIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM FUNDS GROUP CHARGE FEE FEE ------------------------------------------- ------- ------- --------- PORTFOLIO - CLASS C SHARES AIM Basic Balanced Fund 0.75% 0.25% 1.00% AIM European Small Company Fund 0.75% 0.25% 1.00% AIM Global Core Equity Fund 0.75% 0.25% 1.00% AIM International Small Company Fund 0.75% 0.25% 1.00% AIM Mid Cap Basic Value Fund 0.75% 0.25% 1.00% AIM Select Equity Fund 0.75% 0.25% 1.00% AIM Small Cap Equity Fund 0.75% 0.25% 1.00%
MAXIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM GROWTH SERIES CHARGE FEE FEE ------------------------------------------- ------- ------- --------- PORTFOLIO - CLASS C SHARES AIM Basic Value Fund 0.75% 0.25% 1.00% AIM Conservative Allocation Fund 0.75% 0.25% 1.00% AIM Global Equity Fund 0.75% 0.25% 1.00% AIM Growth Allocation Fund 0.75% 0.25% 1.00% AIM Income Allocation Fund 0.75% 0.25% 1.00% AIM Independence Now Fund 0.75% 0.25% 1.00% AIM Independence 2010 Fund 0.75% 0.25% 1.00% AIM Independence 2020 Fund 0.75% 0.25% 1.00% AIM Independence 2030 Fund 0.75% 0.25% 1.00% AIM Independence 2040 Fund 0.75% 0.25% 1.00% AIM Independence 2050 Fund 0.75% 0.25% 1.00% AIM International Allocation Fund 0.75% 0.25% 1.00% AIM Mid Cap Core Equity Fund 0.75% 0.25% 1.00% AIM Moderate Allocation Fund 0.75% 0.25% 1.00% AIM Moderate Growth Allocation Fund 0.75% 0.25% 1.00% AIM Moderately Conservative Allocation Fund 0.75% 0.25% 1.00% AIM Small Cap Growth Fund 0.75% 0.25% 1.00%
MINIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM INTERNATIONAL MUTUAL FUNDS CHARGE FEE FEE ------------------------------------------- ------- ------- --------- PORTFOLIO - CLASS C SHARES AIM Asia Pacific Growth Fund 0.75% 0.25% 1.00% AIM European Growth Fund 0.75% 0.25% 1.00% AIM Global Growth Fund 0.75% 0.25% 1.00% AIM Global Small & Mid Cap Growth Fund 0.75% 0.25% 1.00% AIM International Core Equity Fund 0.75% 0.25% 1.00% AIM International Growth Fund 0.75% 0.25% 1.00%
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MAXIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM INVESTMENT FUNDS CHARGE FEE FEE ------------------------------------------- ------- ------- --------- PORTFOLIO - CLASS C SHARES AIM China Fund 0.75% 0.25% 1.00% AIM Developing Markets Fund 0.75% 0.25% 1.00% AIM Global Health Care Fund 0.75% 0.25% 1.00% AIM International Total Return Fund 0.75% 0.25% 1.00% AIM Japan Fund 0.75% 0.25% 1.00% AIM LIBOR Alpha Fund 0.75% 0.25% 1.00% AIM Trimark Endeavor Fund 0.75% 0.25% 1.00% AIM Trimark Fund 0.75% 0.25% 1.00% AIM Trimark Small Companies Fund 0.75% 0.25% 1.00%
MAXIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM INVESTMENT SECURITIES FUNDS CHARGE FEE FEE ------------------------------------------- ------- ------- --------- PORTFOLIO - CLASS C SHARES AIM Core Bond Fund 0.75% 0.25% 1.00% AIM Dynamics Fund 0.75% 0.25% 1.00% AIM Global Real Estate Fund 0.75% 0.25% 1.00% AIM High Yield Fund 0.75% 0.25% 1.00% AIM Income Fund 0.75% 0.25% 1.00% AIM Money Market Fund 0.75% 0.25% 1.00% AIM Municipal Bond Fund 0.75% 0.25% 1.00% AIM Real Estate Fund 0.75% 0.25% 1.00% AIM Short Term Bond Fund 0.75% 0.25% 1.00% AIM U.S. Government Fund 0.75% 0.25% 1.00%
MAXIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM SECTOR FUNDS CHARGE FEE FEE ------------------------------------------- ------- ------- --------- PORTFOLIO - CLASS C SHARES AIM Energy Fund 0.75% 0.25% 1.00% AIM Financial Services Fund 0.75% 0.25% 1.00% AIM Gold & Precious Metals Fund 0.75% 0.25% 1.00% AIM Leisure Fund 0.75% 0.25% 1.00% AIM Technology Fund 0.75% 0.25% 1.00% AIM Utilities Fund 0.75% 0.25% 1.00%
3
MAXIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM TAX-EXEMPT FUNDS CHARGE FEE FEE ------------------------------------------- ------- ------- --------- PORTFOLIO - CLASS C SHARES AIM High Income Municipal Fund 0.75% 0.25% 1.00%
* The Distribution Fee is payable apart from the sales charge, if any, as stated in the current prospectus for the applicable Portfolio (or Class thereof)." All other terms and provisions of the Plan not amended herein shall remain in full force and effect. Dated: July 24, 2008 4 EX-99.M10 21 h66495aexv99wm10.txt EX-99.M10 (AIM INVESTMENTS(R) LOGO) MASTER RELATED AGREEMENT TO SECOND AMENDED AND RESTATED MASTER DISTRIBUTION PLAN (CLASS P SHARES) This Master Related Agreement (the "Agreement") is entered into in accordance with Rule 12b-1 under the Investment Company Act of 1940, as amended (the "1940 Act") by each registered investment company, listed in Schedule A to this Agreement (each individually referred to as a "Fund", or collectively, "Funds"), severally, on behalf of each of the series of common stock or beneficial interest, as the case may be, set forth in Schedule A to this Agreement (each, a "Portfolio"), with respect to the Class P Shares of each such Portfolio listed on Schedule A. This Agreement, being made between Invesco Aim Distributors, Inc., formerly A I M Distributors, Inc. ("Distributors") and each Fund, on behalf of each applicable Portfolio, defines the services to be provided by Distributors, or its designees, for which it is to receive payments pursuant to the Second Amended and Restated Master Distribution Plan (Class P Shares) (the "Plan") adopted by each of the Funds. The Plan has been approved by a majority of the directors/trustees ("Trustees") of each of the Funds, including a majority of the Trustees who have no direct or indirect financial interest in the operation of the Plan or this Agreement (the "Dis-Interested Trustees"), by votes cast in person at a meeting called for the purpose of voting on the Plan. 1. a. Distributors may use payments received pursuant to Paragraph 2 of this Agreement to provide continuing personal shareholder services to customers who may, from time to time, directly or beneficially own shares of the Funds. Continuing personal shareholder services may include but are not limited to, distributing sales literature to customers, answering routine customer inquiries regarding the Funds, assisting customers in changing dividend options, account designations and addresses, and in enrolling in any of several special investment plans offered in connection with the purchase of the Funds' shares, assisting customers in the establishment and maintenance of customer accounts and records and in the placement of purchase and redemption transactions, assisting customers in investing dividends and capital gains distributions automatically in shares, and providing such other services as the Funds or the customer may reasonably request and Distributors agrees to provide. Distributors will not be obligated to provide services which are provided by a transfer agent for a Fund with respect to a Portfolio. b. Distributors may also use the payments received pursuant to Paragraph 2 of this Agreement for distribution-related services. As used in this Agreement, "distribution-related services" shall mean any activity which is primarily intended to result in the sale of the Shares, including, but not limited to, organizing and conducting sales seminars, implementing advertising programs, engaging finders and paying finders fees, printing prospectuses and statements of additional information (and supplements thereto) and annual and semi-annual reports for other than existing shareholders, preparing and distributing advertising material and sales literature, making supplemental payments to dealers and other institutions as asset-based sales charges, and administering the Plan. c. Distributors may provide the services described in paragraphs a. and b. above either directly or through third parties (its "designees"). 1 2. For the services provided by Distributors or its designees pursuant to this Agreement, each Fund shall pay Distributors a fee, calculated at the end of each month at the annual rate set forth in Schedule A, or such lesser rate as shall be agreed to by Distributors, as applied to the average net asset value of the shares of such Fund purchased or acquired through exchange on or after the Plan Calculation Date shown for such Fund on Schedule A. 3. The total of the fees calculated for all of the Funds listed on Schedule A for any period with respect to which calculations are made shall be paid to Distributors within 10 days after the close of each month. 4. Distributors shall furnish the Funds with such information as shall reasonably be requested by the Trustees of the Funds with respect to the fees paid to Distributors pursuant to this Agreement. 5. Distributors shall furnish the Trustees of the Funds, for their review on a quarterly basis, a written report of the amounts expended under the Plan and the purposes for which such expenditures were made. 6. Distributors may enter into other similar Master Related Agreements with any other investment company without a Fund's consent. 7. This Agreement shall become effective immediately upon its approval by a majority of the Trustees of each of the Funds, including a majority of the Dis-Interested Trustees, by votes cast in person at a meeting called for the purpose of voting on the Plan and this Agreement. 8. This Agreement shall continue in full force and effect as long as the continuance of the Plan and this Agreement are approved at least annually by a vote of the Trustees, including a majority of the Dis-Interested Trustees, cast in person at a meeting called for the purpose of voting thereon. 9. This Agreement may be terminated with respect to any Fund at any time without payment of any penalty by the vote of a majority of the Trustees of such Fund who are Dis-interested Trustees or by a vote of a majority of the Fund's outstanding shares, on sixty (60) days' written notice. It will be terminated by any act which terminates the Fund's Plan, and in any event, it shall terminate automatically in the event of its assignment as that term is defined in the 1940 Act. 10. This Agreement may be amended by mutual written agreement of the parties. 11. All communications should be sent to the address of each signor as shown at the bottom of this Agreement. 12. This Agreement shall be construed in accordance with the laws of the State of Texas. 2 EFFECTIVE APRIL 30, 2008. INVESCO AIM DISTRIBUTORS, INC. By: /s/ John S. Cooper ------------------------------------ Name: John S. Cooper Title: President 11 Greenway Plaza, Suite 100 Houston, Texas 77046-1173 Attn.: President FUND (LISTED IN SCHEDULE A) on behalf of the Class P Shares of each Portfolio listed on Schedule A By: /s/ John M. Zerr ------------------------------------ Name: John M. Zerr Title: Senior Vice President 3 SCHEDULE "A" TO RELATED AGREEMENT
MAXIMUM AGGREGATE FUND FEE RATE PLAN CALCULATION DATE ---- --------- --------------------- AIM EQUITY FUNDS AIM Summit Fund P Shares 0.10 December 8, 2006
4 EX-99.N 22 h66495aexv99wn.txt EX-99.N FOURTEENTH AMENDED AND RESTATED MULTIPLE CLASS PLAN OF THE AIM FAMILY OF FUNDS--Registered Trademark-- 1. This Multiple Class Plan (the "Plan") adopted in accordance with Rule 18f-3 under the Act shall govern the terms and conditions under which the Funds may issue separate Classes of Shares representing interests in one or more Portfolios of each Fund. 2. Definitions. As used herein, the terms set forth below shall have the meanings ascribed to them below. (a) Act -- Investment Company Act of 1940, as amended. (b) AIM Cash Reserve Shares -- shall mean the AIM Cash Reserve Shares Class of AIM Money Market Fund, a Portfolio of AIM Investment Securities Funds. (c) CDSC -- contingent deferred sales charge. (d) CDSC Period -- the period of years following acquisition of Shares during which such Shares may be assessed a CDSC upon redemption. (e) Class -- a class of Shares of a Fund representing an interest in a Portfolio. (f) Class A Shares -- shall mean those Shares designated as Class A Shares in the Fund's organizing documents. (g) Class A3 Shares -- shall mean those Shares designated as Class A3 Shares in the Fund's organizing documents. (h) Class B Shares -- shall mean those Shares designated as Class B Shares in the Fund's organizing documents. (i) Class C Shares -- shall mean those Shares designated as Class C Shares in the Fund's organizing documents. (j) Class P Shares -- shall mean those Shares designated as Class P Shares in the Fund's organizing documents. (k) Class R Shares -- shall mean those Shares designated as Class R Shares in the Fund's organizing documents. (l) Class Y Shares -- shall mean those Shares designated as Class Y Shares in the Fund's organizing documents. (m) Distribution Expenses -- expenses incurred in activities which are primarily intended to result in the distribution and sale of Shares as authorized in a Plan of Distribution and/or agreements relating thereto. -1- (n) Distribution Fee -- a fee paid to the Distributor and/or financial intermediaries for Distribution Expenses. (o) Distributor - Invesco Aim Distributors, Inc. (p) Fund -- those investment companies advised by Invesco Aim Advisors, Inc. which have adopted this Plan. (q) Institutional Class Shares -- shall mean those Shares designated as Institutional Class Shares in the Fund's organizing documents and representing an interest in a Portfolio distributed by Invesco Aim Distributors, Inc. that are offered for sale to institutional customers as may be approved by the Trustees from time to time and as set forth in the Prospectus. (r) Institutional Money Market Fund Shares -- shall mean those Shares designated as Cash Management Class Shares, Corporate Class Shares, Institutional Class Shares, Personal Investment Class Shares, Private Investment Class Shares, Reserve Class Shares and Resource Class Shares in the Fund's organizing documents and representing an interest in a Portfolio distributed by Invesco Aim Distributors, Inc. that are offered for sale to institutional customers as may be approved by the Trustees from time to time and as set forth in the Prospectus. (s) Investor Class Shares -- shall mean those Shares designated as Investor Class Shares in the Fund's organizing documents. (t) Plan of Distribution -- any plan adopted under Rule 12b-1 under the Act with respect to payment of a Distribution Fee and/or Service Fee. (u) Portfolio -- a series of the Shares of a Fund constituting a separate investment portfolio of the Fund. (v) Prospectus -- the then currently effective prospectus and statement of additional information of a Portfolio. (w) Service Fee -- a fee paid to the Distributor and/or financial intermediaries for the ongoing provision of personal services to Fund shareholders and/or the maintenance of shareholder accounts. (x) Share -- a share of beneficial interest in a Fund. (y) Trustees -- the directors or trustees of a Fund. 3. Allocation of Income and Expenses. (a) Distribution Fees and Service Fees -- Each Class shall bear directly any and all Distribution Fees and/or Service Fees payable by such Class pursuant to a Plan of Distribution adopted by the Fund with respect to such Class. (b) Transfer Agency and Shareholder Recordkeeping Fees -- Institutional Class Shares -- The Institutional Class Shares shall bear directly the transfer agency -2- fees and expenses and other shareholder recordkeeping fees and expenses incurred with respect to such Class. (c) Transfer Agency and Shareholder Recordkeeping Fees -- All Shares except Institutional Class Shares -- Each Class of Shares, except Institutional Class Shares, shall bear proportionately the transfer agency fees and expenses and other shareholder recordkeeping fees and expenses incurred with respect to such Classes, based on the relative net assets attributable to each such Class. (d) Allocation of Other Expenses -- Each Class shall bear proportionately all other expenses incurred by a Portfolio based on the relative net assets attributable to each such Class. (e) Allocation of Income, Gains and Losses -- Except to the extent provided in the following sentence, each Portfolio will allocate income and realized and unrealized capital gains and losses to a Class based on the relative net assets of each Class. Notwithstanding the foregoing, each Portfolio that declares dividends on a daily basis will allocate income on the basis of settled Shares. (f) Waiver of Fees and Reimbursement of Expenses -- A Portfolio's adviser, underwriter or any other provider of services to the Portfolio may waive fees payable by, or reimburse expenses of, a Class, to the extent that such fees and expenses are payable, or have been paid, to such provider, and have been allocated solely to that Class as a Class expense. Such provider may also waive fees payable, or reimburse expenses paid, by all Classes in a Portfolio to the extent such fees and expenses have been allocated to such Classes in accordance with relative net assets. 4. Distribution and Servicing Arrangements. The distribution and servicing arrangements identified below will apply for the following Classes offered by a Fund with respect to a Portfolio. The provisions of the Prospectus describing the distribution and servicing arrangements are incorporated herein by this reference. (a) AIM Cash Reserve Shares. AIM Cash Reserve Shares shall be (i) offered at net asset value, and (ii) subject to ongoing Service Fees and/or Distribution Fees approved from time to time by the Trustees and set forth in the Prospectus. (b) Class A Shares. Class A Shares shall be offered at net asset value plus a front-end sales charge as approved from time to time by the Trustees and set forth in the Prospectus, which sales charge may be reduced or eliminated for certain money market fund shares, for larger purchases, under a combined purchase privilege, under a right of accumulation, under a letter of intent or for certain categories of purchasers as permitted by Section 22(d) of the Act and as set forth in the Prospectus. Class A Shares that are not subject to a front-end sales charge as a result of the foregoing shall be subject to a CDSC for the CDSC Period set forth in Section 5(a) of this Plan if so provided in the Prospectus. The offering price of Shares subject to a front-end sales charge shall be computed in accordance with Rule 22c-1 and Section 22(d) of the Act and the rules and regulations thereunder. Class A Shares shall be subject to ongoing Service Fees and/or Distribution Fees approved from time to time by the Trustees and set forth in the Prospectus. -3- (c) Class A3 Shares. Class A3 Shares shall be (i) offered at net asset value, and (ii) subject to ongoing Service Fees and/or Distribution Fees approved from time to time by the Trustees and set forth in the Prospectus. (d) Class B Shares. Class B Shares shall be (i) offered at net asset value, (ii) subject to a CDSC for the CDSC Period set forth in Section 5(c), (iii) subject to ongoing Service Fees and/or Distribution Fees approved from time to time by the Trustees and set forth in the Prospectus, and subject to the exceptions below, (iv) converted to Class A Shares on or about the end of the month which is no less than 96 months and no more than 97 months after the date in which the shareholder's order to purchase was accepted, as set forth in the Prospectus. Class B Shares of AIM Money Market Fund will convert to AIM Cash Reserve Shares of AIM Money Market Fund. (e) Class C Shares. Class C Shares shall be (i) offered at net asset value, (ii) subject to a CDSC for the CDSC Period set forth in Section 5(d) if so provided in the Prospectus, and (iii) subject to ongoing Service Fees and/or Distribution Fees approved from time to time by the Trustees and set forth in the Prospectus. (f) Class P Shares. Class P Shares shall be (i) offered at net asset value, and (ii) subject to on-going Service Fees and/or Distribution Fees approved from time to time by the Trustees and set forth in the Prospectus. (g) Class R Shares. Class R Shares shall be (i) offered at net asset value, (ii) subject to a CDSC for the CDSC Period set forth in Section 5(f), and (iii) subject to on-going Service Fees and/or Distribution Fees approved from time to time by the Trustees and set forth in the Prospectus. (h) Class Y Shares. Class Y Shares shall be (i) offered at net asset value and (ii) offered only to certain categories of customers as approved from time to time by the Trustees and as set forth in the Prospectus. (i) Institutional Class Shares. Institutional Class Shares shall be (i) offered at net asset value and (ii) offered only to certain categories of institutional customers as approved from time to time by the Trustees and as set forth in the Prospectus. (j) Institutional Money Market Fund Shares. Institutional Money Market Fund Shares shall be (i) offered at net asset value, (ii) offered only to certain categories of institutional customers as approved from time to time by the Trustees and as set forth in the Prospectus, and (iii) may be subject to ongoing Service Fees and/or Distribution Fees as approved from time to time by the Trustees and set forth in the Prospectus. (k) Investor Class Shares. Investor Class Shares shall be (i) offered at net asset value, (ii) offered only to certain categories of customers as approved from time to time by the Trustees and as set forth in the Prospectus, and (iii) may be subject to ongoing Service Fees and/or Distribution Fees as approved from time to time by the Trustees and set forth in the Prospectus. -4- 5. CDSC. A CDSC shall be imposed upon redemptions of Class A Shares that do not incur a front-end sales charge, and of certain AIM Cash Reserve Shares, Class B Shares, Class C Shares and Class R Shares as follows: (a) AIM Cash Reserve Shares. AIM Cash Reserve Shares acquired through exchange of Class A Shares of another Portfolio may be subject to a CDSC for the CDSC Period set forth in Section 5(b) of this Plan if so provided in the Prospectus. (b) Class A Shares. The CDSC Period for Class A Shares that are subject to a CDSC shall be the period set forth in the Fund's Prospectus. The CDSC rate shall be as set forth in the Prospectus, the relevant portions of which are incorporated herein by this reference. No CDSC shall be imposed on Class A Shares unless so provided in a Prospectus. (c) Class B Shares. The CDSC Period for the Class B Shares shall be six years. The CDSC rate for the Class B Shares shall be as set forth in the Prospectus, the relevant portions of which are incorporated herein by this reference. (d) Class C Shares. The CDSC Period for the Class C Shares that are subject to a CDSC shall be one year. The CDSC rate for the Class C Shares that are subject to a CDSC shall be as set forth in the Prospectus, the relevant portions of which are incorporated herein by reference. (e) Class R Shares. The CDSC Period for the Class R Shares that are subject to a CDSC shall be the period set forth in the Prospectus. The CDSC rate for the Class R Shares that are subject to a CDSC shall be as set forth in the Prospectus, the relevant portions of which are incorporated herein by reference. (g) Method of Calculation. The CDSC shall be assessed on an amount equal to the lesser of the then current market value or the cost of the Shares being redeemed. No CDSC shall be imposed on increases in the net asset value of the Shares being redeemed above the initial purchase price. No CDSC shall be assessed on Shares derived from reinvestment of dividends or capital gains distributions. The order in which Shares are to be redeemed when not all of such Shares would be subject to a CDSC shall be determined by the Distributor in accordance with the provisions of Rule 6c-10 under the Act. (h) Waiver. The Distributor may in its discretion waive a CDSC otherwise due upon the redemption of Shares on terms disclosed in the Prospectus and, for the Class A Shares and AIM Cash Reserve Shares, as allowed under Rule 6c-10 under the Act. (i) CDSC Computation. The CDSC payable upon redemption of AIM Cash Reserve Shares, Class A Shares, Class B Shares, Class C Shares, and Class R Shares subject to a CDSC shall be computed in the manner described in the Prospectus. 6. Exchange Privileges. Exchanges of Shares, except for Institutional Money Market Fund Shares, shall be permitted between Funds as follows: -5- (a) Shares of a Portfolio generally may be exchanged for Shares of the same Class of another Portfolio or where so provided for in the Prospectus, another registered investment company distributed by Invesco Aim Distributors, Inc. subject to such exceptions and such terms and limitations as are disclosed in the Prospectus. (b) Shares of a Portfolio generally may not be exchanged for Shares of a different Class of that Portfolio or another Portfolio or another registered investment company distributed by Invesco Aim Distributors, Inc. subject to such exceptions and such terms and limitations as are disclosed in the Prospectus. (c) Depending upon the Portfolio from which and into which an exchange is being made and when the shares were purchased, shares being acquired in an exchange may be acquired at their offering price, at their net asset value or by paying the difference in sales charges, as disclosed in the Prospectus. 7. Service Fees and Distribution Fees. The Service Fee and Distribution Fee applicable to any Class shall be those set forth in the Prospectus, relevant portions of which are incorporated herein by this reference. All other terms and conditions with respect to Service Fees and Distribution Fees shall be governed by the Plan of Distribution and/or agreements relating thereto adopted by the Fund with respect to such fees and Rule 12b-1 of the Act. 8. Conversion of Class B Shares. (a) Shares Received upon Reinvestment of Dividends and Distributions -- Shares purchased through the reinvestment of dividends and distributions paid on Shares subject to conversion shall be treated as if held in a separate sub-account. Each time any Shares in a Shareholder's account (other than Shares held in the sub-account) convert to Class A Shares (AIM Cash Reserve Shares in the case of AIM Money Market Fund), a proportionate number of Shares held in the sub-account shall also convert to Class A Shares (AIM Cash Reserve Shares in the case of AIM Money Market Fund). (b) Conversions on Basis of Relative Net Asset Value -- All conversions, including the 2006 Class B Share Conversion, shall be effected on the basis of the relative net asset values of the two Classes without the imposition of any sales load or other charge. (c) Amendments to Plan of Distribution for Class A Shares (AIM Cash Reserve Shares in the case of AIM Money Market Fund) -- If any amendment is proposed to the Plan of Distribution under which Service Fees and Distribution Fees are paid with respect to Class A Shares of a Fund (AIM Cash Reserve Shares in the case of AIM Money Market Fund) that would increase materially the amount to be borne by those Class A Shares (AIM Cash Reserve Shares in the case of AIM Money Market Fund), then no Class B Shares shall convert into Class A Shares of that Fund (AIM Cash Reserve Shares in the case of AIM Money Market Fund) until the holders of Class B Shares of that Fund have also approved the proposed amendment. If the holders of such Class B Shares do not approve the proposed amendment, the Trustees of the Fund and the Distributor shall take such action as is necessary to ensure that the Class voting against the -6- amendment shall convert into another Class identical in all material respects to Class A Shares of the Fund (AIM Cash Reserve Shares in the case of AIM Money Market Fund) as constituted prior to the amendment. 9. Effective Date. This Plan shall not take effect until a majority of the Trustees of a Fund, including a majority of the Trustees who are not interested persons of the Fund, shall find that the Plan, as proposed and including the expense allocations, is in the best interests of each Class individually and the Fund as a whole. 10. Amendments. This Plan may not be amended to materially change the provisions of this Plan unless such amendment is approved in the manner specified in Section 9 above. 11. Administration of Plan. This Plan shall be administered in compliance with all applicable provisions of the Act and all applicable rules promulgated under the Act, including but not limited to Rule 18f-3, Rule 6c-10 (with respect to the imposition of CDSCs upon the redemption of Shares) and Rule 11a-3 (with respect to exchange privileges among Shares). Effective December 12, 2001, as amended and restated: March 4, 2002, October 31, 2002, July 21, 2003, August 18, 2003, May 12, 2004, February 25, 2005, June 30, 2005, August 4, 2005, December 6, 2005, July 5, 2006, December 8, 2006, December 7, 2007, December 13, 2007 and as further amended and restated October 3, 2008. -7- EX-99.P1 23 h66495aexv99wp1.txt EX-99.P1 INVESCO AIM MANAGEMENT GROUP, INC. AND AIM FUNDS CODE OF ETHICS (ORIGINALLY ADOPTED MAY 1, 1981) (AMENDED EFFECTIVE JANUARY, 1, 2009) Invesco Aim Management Group, Inc., Invesco Aim Advisors, Inc., Invesco Aim Capital Management, Inc., Invesco Aim Private Asset Management, Inc. ("IAPAM"), Invesco Aim Distributors, Inc., and all of their wholly owned and indirect subsidiaries (together, "Invesco Aim") have a fiduciary relationship with respect to each portfolio under management. The interests of Clients and of the shareholders of Invesco Aim's investment company Clients take precedence over the personal interests of Covered Persons. Capitalized terms used herein, and not otherwise defined, are defined at the end of this document This Code of Ethics ("the Code") applies to all: - Employees of Invesco Aim; - Employees of any Invesco Aim affiliates that, in connection with their duties, obtain or are determined by the Compliance Department to have access to any information concerning recommendations being made by Invesco Aim to any of its Clients ("access persons"); and - AIM Funds Trustees. I. STATEMENT OF FIDUCIARY PRINCIPLES The following fiduciary principles govern Covered Persons. - the interests of Clients and shareholders of investment company Clients must be placed first at all times and Covered Persons must not take inappropriate advantage of their positions; and - all personal securities transactions must be conducted consistent with this Code and in a manner to avoid any abuse of an individual's position of trust and responsibility. This Code is our effort to address conflicts of interest that may arise in the ordinary course of our business. This Code does not attempt to identify all possible conflicts of interest or to ensure literal compliance with each of its specific provisions. It does not necessarily shield Covered Persons from liability for personal trading or other conduct that violates a fiduciary duty to Clients and shareholders of investment company Clients. Section 5 of this Code generally addresses sanctions for violations of this Code; certain sections of this Code specifically address sanctions that apply to violations of those sections. 1 II. LIMITS ON PERSONAL INVESTING A. COMPLIANCE WITH LAWS, RULES AND REGULATIONS; REPORTING OF VIOLATIONS All Invesco Aim Employees are required to comply with applicable state and federal securities laws, rules and regulations and this Code. Employees shall promptly report any violations of laws or regulations or any provision of this Code of which they become aware to Invesco Aim's Chief Compliance Officer or his/her designee. Additional methods of reporting potential violations or compliance issues are described in Section IV of this Code under section III. B. PERSONAL INVESTING 1. Preclearance of Personal Security Transactions. All Covered Persons (other than AIM Funds Independent Trustees without knowledge of investment activity) must pre-clear all personal security transactions involving Covered Securities with the Compliance Department using the automated request system. Covered Securities include but are not limited to the following. (Please refer to the Definition section of this document below for a complete definition).: All investments that can be made by Invesco Aim for its Clients, including but not limited to stocks, bonds, municipal bonds, closed-end mutual funds, ETFs, short sales, and any derivatives. Although AIM Funds are considered Covered Securities those that are held at Invesco Aim's transfer agent (AIM Fund direct accounts) or in the IVZ 401(k) and Money Purchase plans (excluding the State Street Mutual Fund Window ), do not need to be pre-cleared through the STAR Compliance system because compliance monitoring is done through a separate process for these securities. AIM Funds that are held in external brokerage accounts or in the State Street Mutual Fund Window MUST be pre-cleared through the STAR Compliance System. Please refer to section II.B for guidelines on Invesco Ltd. securities. Covered Securities do not include shares of money market funds, government securities, certificates of deposit or shares of open-end mutual funds not advised by Invesco Aim. If you are unclear about whether a proposed transaction is a Covered Security, contact the Compliance Department via email at CodeofEthics(Northamerica)@invesco.com or by phone the Code of Ethics Hotline at 877-331-2633 prior to executing the transaction. ANY APPROVAL GRANTED TO A COVERED PERSON TO EXECUTE A PERSONAL SECURITY TRANSACTION IS VALID FOR THAT BUSINESS DAY ONLY, EXCEPT IF APPROVAL IS REQUESTED AFTER THE CLOSE OF THE TRADING DAY IN WHICH CASE ANY APPROVAL GRANTED IS VALID THROUGH THE NEXT TRADING DAY. The automated review system will review personal trade requests from Covered Persons based on the following considerations: 2 - BLACK-OUT PERIOD. Invesco Aim does not permit Covered Persons (other than AIM Funds Independent Trustees without knowledge of investment activity) to trade in a Covered Security if a Client has executed a transaction in the same or affiliated security within the two days before or after or if there is an order currently on the trading desk. For example, if a Client trades on a Monday, Covered Persons may not be cleared to trade until Thursday. - INVESTMENT PERSONNEL. Investment Personnel may not buy or sell a Covered Security within the three business days before or after a Client trades in that security. - DE MINIMUS EXEMPTIONS. The Compliance Department will apply the following deminimis exceptions in granting pre-clearance when a Client has recently traded or is trading in a security involved in a Covered Person's proposed personal transaction: - Equity de minimis exemptions. - If the Covered Person does not have knowledge of trading activity in a particular equity security, he or she may execute up to 500 shares of such security in a rolling 30 day period provided the issuer of such security is included in the Russell 1000 Index. - If the Covered Person does not have knowledge of trading activity in a particular equity security, he or she may execute up to 500 shares of such security in a rolling 30 day period provided that there is no conflicting client activity on the trading desk that exceeds 500 shares per trading day. - Fixed income deminimis exemption. If the Covered Person does not have knowledge of trading activity in a particular fixed income security you may execute up to $100,000 of par value of such security. The automated review system will confirm that there is no activity currently on the trading desk for the security involved in the proposed personal transaction and check the portfolio accounting system to verify that there have been no transactions for the requested security within the last two trading days. For IT and Portfolio Administration personnel, the Compliance Department will also check the trading activity of affiliate personnel that have access to information to verify that there have been no transactions for the requested security within the last two trading days. The Compliance Department will notify the Covered Person of the approval or denial of the proposed personal transaction. The approval of a personal securities transaction is only valid for that business day. If a Covered Person does not execute the proposed securities transaction on the business day the approval is granted, the Covered Person must resubmit the request again the next day for approval. Any failure to preclear transactions is a violation of the Code and will be subject to the following potential sanctions: 3 - A Letter of Education will be provided to any Covered Person whose failure to preclear is considered immaterial or inadvertent. - Repeat violations may result in in-person training, probation, withdrawal of personal trading privileges or termination, depending on the nature and severity of the violations. 2. Prohibition on Short-Term Trading Profits. Covered Persons are prohibited from trading in a Covered Security within 60 days from the date of purchase at a profit. If a Covered Person trades a Covered Security within the 60 day time frame, any profit from the trade will be disgorged to a charity of Invesco Aim's choice and a letter of education to the Covered Person will be issued. 3. Initial Public Offerings. Covered Persons are prohibited from acquiring any security in an equity Initial Public Offering. Exceptions will only be granted in unusual circumstances and must be recommended by the Compliance Department and approved by the Chief Compliance Officer or General Counsel (or designee) and the Chief Investment Officer. 4. Prohibition of Short Sales by Investment Personnel. Investment Personnel are prohibited from effecting short sales of Covered Securities in their personal accounts if an Invesco Client for whose account they have investment management responsibility has a long position in those Securities. 5. Restricted List Securities. Employees requesting pre-clearance to buy or sell a security on the Restricted List may be restricted from executing the trade because of potential conflicts of interest. 6. Brokerage Accounts. Covered Persons may only maintain brokerage accounts with - discount broker-dealers that provide electronic feeds of confirms and monthly statements directly to the Compliance Department, - Invesco Aim broker-dealers, or - Full service broker-dealers. Covered Persons may own shares of AIM Funds that are held at a non-Invesco Aim broker-dealers only if those broker-dealers provide an electronic feed of all transactions and statements to Invesco Aim's Compliance Department. All Covered Persons (other than AIM Funds Independent Trustees without knowledge of investment activity) must arrange for their broker-dealers to forward to the Compliance Department on a timely basis, duplicate confirmations of all personal securities transactions and copies of periodic statements for all brokerage accounts, in an electronic format if they include holdings in AIM Funds and preferably in electronic format for holdings other than AIM Funds. 4 Please refer Addendum I for a list of broker-dealers that currently provide electronic transaction and statement feeds to Invesco Aim. 7. Reporting Requirements. a. INITIAL HOLDINGS REPORT. Within 10 days of becoming a Covered Person (other than AIM Funds Independent Trustees without knowledge of investment activity), each Covered Person must complete an Initial Holdings Report by inputting into STAR Compliance the following information (the information must be current within 45 days of the date the person becomes a Covered Person). - A list of each security including the security name, number of shares (for equities) and the principal amount (for debt securities) in which the person has direct or indirect Beneficial Ownership; - The name of any broker-dealer or bank with which the person maintains an account in which any securities are held for the direct or indirect benefit of the person; and - The date that the report is submitted by the person. b. QUARTERLY TRANSACTION REPORTS. All Covered Persons (other than AIM must report, no later than 30 days after the end of each calendar quarter, the following information for all transactions in a Covered Security in which a Covered Person has a direct or indirect beneficial interest: This includes any Covered Securities held in a 401(k) or other retirement vehicles outside of the Invesco Aim broker-dealer. - The date of all transactions in that quarter, the security name, the number of shares (for equity securities); or the interest rate and maturity date (if applicable) and the principal amount (for debt securities) for each Covered Security; - The nature of the transaction (buy, sell, etc.); - The price of the Covered Security at which the transaction was executed; - The name of the broker-dealer or bank executing the transaction; and - The date that the report is submitted to the Compliance Department. ALL COVERED PERSONS (OTHER THAN AIM FUNDS INDEPENDENT TRUSTEES) MUST SUBMIT A QUARTERLY REPORT REGARDLESS OF WHETHER THEY HAVE EXECUTED TRANSACTIONS DURING THE QUARTER OR NOT. If a Covered Person did not execute transactions subject to reporting requirements during a quarter, the report must include a representation to that effect. Covered Persons do not need to include transactions made through an Automatic Investment Plan (systematic transaction - 5 i.e. systematic purchase, systematic exchange, systematic redemption) in the quarterly transaction report. Additionally, Covered Persons (other than AIM Funds Independent Trustees) must report the information on any new brokerage account established by the Covered Person during the quarter for the direct or indirect benefit of the Covered Person (including Covered Securities held in a 401(k) or other retirement vehicles): - The date the account was established; - The name of the broker-dealer or bank; and - The date that the report is submitted to the Compliance Department. An Independent Trustee of an AIM Fund must report a transaction in a Covered Security in a quarterly transaction report if the trustee, at the time of that transaction, knew or, in the ordinary course of fulfilling his/her duties as a trustee of the AIM Fund, should have known that, during the 15-day period immediately before or after the date of the transaction by the trustee, the Covered Security was purchased or sold by the AIM Fund or was being considered by the AIM Fund or Invesco Aim for purchase or sale by the AIM Fund or another Client. The Compliance Department may identify transactions by Covered Persons that technically comply with the Code for review based on any pattern of activity that has an appearance of a conflict of interest. c. ANNUAL HOLDINGS REPORTS. All Covered Persons (other than AIM Funds Independent Trustees) must report annually the following information, which must be current within 45 days of the date the report is submitted to the Compliance Department: - The security and the number of shares (for equities) or the interest rate and maturity date (if applicable) and principal amount (for debt securities) for each Covered Security in which the Covered Person has any direct or indirect Beneficial Ownership; - The name of the broker-dealer or bank with or through which the transaction was effected; and - The date that the report is submitted by the Covered Person to the Compliance Department. d. MANAGED ACCOUNTS. Covered Persons must make an annual report with respect to transactions held in an account over which the Covered Person has granted exclusive discretion to an external money manager (professionally managed accounts). Covered Persons must receive approval from the Compliance Department to establish and maintain such an account. Covered Persons are not required to pre-clear transactions or submit quarterly reports for such managed 6 accounts; however, Covered Persons with these types of accounts must provide an annual certification that they do not currently and have not in the past exercised direct or indirect Control over the managed accounts. e. ANNUAL CERTIFICATION. All Covered Persons (other than AIM Funds Independent Trustees) must certify annually that they have read and understand the Code and recognize that they are subject to the Code. In addition, all Covered Persons must certify annually that they have complied with the requirements of the Code and that they have disclosed or reported all personal securities transactions required to be disclosed or reported under the Code. The AIM Funds Trustees, including the Independent Trustees, will review and approve the Code annually. 8. Private Securities Transactions. Covered Persons (other than AIM Funds Independent Trustees without knowledge of investment activity) may not engage in a Private Securities Transaction without first giving the Compliance Department a detailed written notification describing the transaction and indicating whether or not they will receive compensation and obtaining prior written permission from the Compliance Department. Investment Personnel who have been authorized to acquire securities of an issuer in a Private Securities Transaction must disclose that investment to the Compliance Department and the Chief Investment Officer of Invesco Aim when they are involved in a Client's subsequent consideration of an investment in the same issuer. The Client's decision to purchase such securities must be independently reviewed by Investment Personnel with no personal interest in that issuer. 9. Limited Investment Opportunities (e.g. private placements, hedge funds, etc.). Covered Persons may not engage in a Limited Investment Opportunities without first giving the Compliance Department a detailed written notification describing the transaction and obtaining prior written permission from the Compliance Department. 10. Excessive Short Term Trading in Funds. Employees are prohibited from excessive short term trading of any mutual fund advised by Invesco Aim and are subject to various limitations on the number of transactions as indicated in the respective prospectus. C. INVESCO LTD. SECURITIES 1. No Employee may effect short sales of Invesco Ltd. securities. 2. For all Covered Persons, transactions, including transfers by gift, in Invesco Ltd. securities are subject to "black-out" periods established by Invesco Ltd. and holding periods prescribed under the terms of the agreement or program under which the securities were received. Non-company issued IVZ Ltd. securities held in outside brokerage accounts are subject to the pre-clearance requirements outlined in section II.A. 3. Holdings of Invesco Ltd. securities in Covered Persons accounts are subject to the reporting requirements specified in Section II.A7 of this Code. 7 D. LIMITATIONS ON OTHER PERSONAL ACTIVITIES 1. Board of Directorships. Investment Personnel will not serve on the boards of directors of either a publicly traded company or any other entity without prior written permission from Invesco Aim's Compliance Department. If the directorship is authorized, the individual will be isolated from others making investment decisions concerning the particular company or entity as appropriate. 2. Gift Policy. Employees may not give or accept gifts or invitations of entertainment that may be considered excessive either in dollar value or frequency to avoid the appearance of any potential conflict of interest. Under no circumstances may any employee give or accept cash or any possible cash equivalent from a broker or vendor. - INVITATIONS. Employees must report all entertainment with the Compliance Department on a monthly basis. The requirement to report monthly entertainment includes dinners or any other event with the broker or vendor in attendance. Examples of invitations that may be excessive in value include Super Bowl tickets, tickets to All-Star games, hunting trips, or ski trips. An occasional ticket to a sporting event, golf outing or concert when accompanied by the broker or vendor may not be excessive. In all cases, entertainment must be reported to the Compliance Department. Additionally, Employees may not reimburse brokers or vendors for the cost of tickets that would be considered excessive or for travel related expenses without approval of the Compliance Department. - All gifts given or received must be reported to the Compliance Department on a monthly basis. Invesco Aim Employees are prohibited from accepting or giving the following: - single gifts valued in excess of $100; in any calendar year; or - gifts from one person or firm valued in excess of $100 during a calendar year period. III. REPORTING OF POTENTIAL COMPLIANCE ISSUES Invesco Aim has created several channels for Employees to raise compliance issues and concerns on a confidential basis. An employee should first discuss a compliance issue with their supervisor, department head or with anyone in the Legal and Compliance Department. Human Resources matters should be directed to the Human Resources Department, an additional anonymous vehicle for reporting such concerns. In the event that an employee does not feel comfortable discussing compliance issues through normal channels, Invesco Aim has hired an Ombudsman to serve as a resource to Employees. 8 Employees may convey concerns about business matters they believe implicate matters of ethics or questionable practices to the Ombudsman at 1-888-388-2095. Employees are encouraged to report these questionable practices so that Invesco Aim, the Ombudsman or the Compliance Department has an opportunity to address and resolve these issues before they become a more significant regulatory issue. Invesco Ltd. and the AIM Funds Boards of Trustees have set up a 1-800 number for employees to raise any concerns on an anonymous basis. This 1-800 number, 1-866-297-3627, appears on Invesco Aim's website. An outside vendor transcribes the calls received on the 1-800 number and forwards the transcripts to the chairman of the Audit Committee of the AIM Funds Boards of Trustees, Invesco Aim's General Counsel, the Director of Invesco Aim's Fund Administration Group, and to Invesco Ltd. IV. ADMINISTRATION OF THE CODE OF ETHICS Invesco Aim will use reasonable due diligence and institute procedures reasonably necessary to prevent violations of this Code. No less frequently than annually, Invesco Aim will furnish to the Boards of Trustees of the AIM Funds, or such committee as it may designate, a written report that: - describes significant issues arising under the Code since the last report to the Boards of Trustees, including information about material violations of the Code and sanctions imposed in response to material violations; and - certifies that the AIM Funds have adopted procedures reasonably designed to prevent Covered Persons from violating the Code. V. SANCTIONS Upon discovering a material violation of the Code, the Compliance Department will notify Invesco Aim's Chief Compliance Officer (CCO). The CCO will notify the Internal Compliance Controls Committee of any material violations at the next regularly scheduled meeting. The Compliance Department will issue a letter of education to the Covered Persons involved in violations of the Code that are determined to be inadvertent or immaterial. Invesco Aim may impose additional sanctions in the event of repeated violations or violations that are determined to be material or not inadvertent, including disgorgement of profits, a letter of censure or suspension, or termination of employment. VI. EXCEPTIONS TO THE CODE Invesco Aim's Chief Compliance Officer (or designee), together with either one of Invesco Aim's General Counsel, Chief Investment Officer, Chief Executive Officer or Chairman, may grant an exception to any provision in this Code and will report all such exceptions at the next Internal Controls Committee meeting. VII. DEFINITIONS 9 - Invesco Aim Broker-dealer: Invesco Aim Distributors, Inc. - AIM Funds: Generally includes all funds advised or sub-advised by Invesco AIM Advisors, Inc. - Automatic Investment Plan: A program in which regular purchases or sales are made automatically in or from investment accounts in accordance with a predetermined schedule and allocation, including dividend reinvestment plans. - Beneficial Ownership: As defined by Rule 16a-1(a)(2) under the Securities Exchange Act of 1934, as amended ("the '34 Act"). To have a beneficial interest, Covered Persons must have a "direct or indirect pecuniary interest," which is the opportunity to profit directly or indirectly from a transaction in securities. Thus a Covered Person may have Beneficial Ownership in securities held by members of their immediate family sharing the same household (i.e. a spouse and children) or by certain partnerships, trusts, corporations, or other arrangements. - Client: Any account for which Invesco Aim is either the adviser or sub-adviser. - Control: As defined same meaning as under Section 2(a)(9) of the Investment Company Act, as amended (the "Investment Company Act"). - Covered Person: Any full or part time Employee of Invesco Aim or the AIM Funds; any full or part time Employee of any Invesco Aim affiliates that, in connection with his or her duties, obtains or has access to any information concerning recommendations being made by any Invesco Aim entity to any of its Clients ("access persons"); and any interested trustee or director of the AIM Funds. - Covered Security : As defined in Section 2 (a)(36) of the Investment Company Act and includes any AIM Fund or other Client that is advised or sub-advised by Invesco Aim. An exchange traded funds (ETF) is considered a Covered Security. A Covered Security does not include the following: - Direct obligations of the Government of the United States or its agencies; - Bankers' acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements; - Any open-end mutual fund not advised or sub-advised by Invesco Aim. - Employee: Any full or part time employee of Invesco Aim or the AIM Funds, including any consultant or contractor who Invesco Aim's Compliance Department determines to have access to information regarding Invesco Aim's trading activity; - Investment Personnel: Any employee who, in connection with his/her regular functions or duties, makes or participates in making recommendations regarding the purchase or sale of securities by the Client; and 10 - IT Personnel: Any employee that is designated to work in the Information Technology Department; and - Fund Account Personnel: Any employee that is designated to work in either of the Fund Administration or Portfolio Administration Groups. - Full Service Brokerage Firm: A brokerage firm that provides a large variety of services to its clients, including research and advice, retirement planning, tax tips, and much more. It typically does not include discount on-line brokerage firms with limited services. - Independent Trustee: A trustee of a fund who is not an "interested person" of the fund within the meaning of Section 2(a)(19) of the Investment Company Act; - Initial Public Offering: An offering of securities registered under the Securities Act of 1933, as amended, the issuer of which, immediately before the registration, was not subject to the reporting requirements of Section 13 or 15(d) of the Securities Act for 1934. - Private Securities Transaction: Any securities transaction outside the regular course, or scope, of an associated person's employment with a member, including, though not limited to, new offerings of securities which are not registered with the Securities and Exchange Commission, provided however that transactions subject to the notification requirements of Rule 3050 of FINRA's NASD Conduct Rules, transactions among immediate family members (as defined in the interpretation of the Board of Governors on free-riding and withholding) for which no associated person receives any selling compensation, and personal transactions in investment company and variable annuity securities shall be excluded. 11 EX-99.P2 24 h66495aexv99wp2.txt EX-99.P2 (INVESCO LOGO) INVESCO CODE OF ETHICS January 1, 2009 . . . TABLE OF CONTENTS
SECTION ITEM PAGE ------- ---- ---- I. INTRODUCTION................................................... 2 II (A) STATEMENT OF FIDUCIARY PRINCIPLES.............................. 2 II (B) COMPLIANCE WITH LAWS, RULES AND REGULATIONS; REPORTING OF VIOLATIONS.................................................. 2 III. LIMITS ON PERSONAL INVESTING................................... 3 A. PERSONAL INVESTING.......................................... 3 1 Pre-clearance of Personal Securities Transactions........ 3 - Blackout Period........................................ 3 - Investment Personnel................................... 3 - De Minimis Exemptions.................................. 4 2 Prohibition of Short-Term Trading Profits................ 4 3 Initial Public Offerings................................. 5 4 Prohibition of Short Sales by Investment Personnel....... 5 5 Restricted List Securities............................... 5 6 Brokerage Accounts....................................... 5 7 Reporting Requirements................................... 6 a. Initial Holdings Reports.............................. 6 b. Quarterly Transactions Reports........................ 6 c. Annual Holdings Reports............................... 7 d. Managed Accounts...................................... 7 e. Annual Certification.................................. 7 8 Private Securities Transactions.......................... 7 9 Limited Investment Opportunity........................... 8 10 Excessive Short-Term Trading in Funds.................... 8 B. INVESCO LTD. SECURITIES..................................... 8 C. LIMITATIONS ON OTHER PERSONAL ACTIVITIES.................... 8 1 Outside Business Activities.............................. 8 2 Gifts and Entertainment Policy........................... 8 - Entertainment.......................................... 9 - Gifts.................................................. 9 3 U.S. Department of Labor Reporting....................... 9 D. PARALLEL INVESTING PERMITTED................................ 10 IV. REPORTING OF POTENTIAL COMPLIANCE ISSUES....................... 10 V. ADMINISTRATION OF THE CODE..................................... 10 VI. SANCTIONS...................................................... 10 VII. EXCEPTIONS TO THE CODE......................................... 11 VIII. DEFINITIONS.................................................... 11 IX. INVESCO LTD POLICIES AND PROCEDURES............................ 12 CODE OF ETHICS CONTACTS........................................ 13 CODE OF ETHICS
1 INVESCO CODE OF ETHICS (ORIGINALLY ADOPTED FEBRUARY 29, 2008; AMENDED EFFECTIVE JANUARY 1, 2009) I. INTRODUCTION Invesco(1) has a fiduciary relationship with respect to each portfolio under management. The interests of Clients and of the shareholders of Invesco's investment company Clients take precedence over the personal interests of Invesco and Covered Persons (defined below). Capitalized terms used herein and not otherwise defined are defined at the end of this document. This Code of Ethics ("the Code") applies to all: - Employees of Invesco; and - Employees of any Invesco affiliate that, in connection with their duties, obtain or are determined by the Compliance Department to have access to, any information concerning recommendations being made by any Invesco entity to any of its Clients. II.(A) STATEMENT OF FIDUCIARY PRINCIPLES The following fiduciary principles govern Covered Persons. - the interests of Clients and shareholders of investment company Clients must be placed first at all times and Covered Persons must not take inappropriate advantage of their positions; and - all personal securities transactions must be conducted consistent with this Code and in a manner to avoid any abuse of an individual's position of trust and responsibility. This Code is our effort to address conflicts of interest that may arise in the ordinary course of our business. This Code does not attempt to identify all possible conflicts of interest or to ensure literal compliance with each of its specific provisions. It does not necessarily shield Covered Persons from liability for personal trading or other conduct that violates a fiduciary duty to Clients and shareholders of investment company Clients. II.(B) COMPLIANCE WITH LAWS, RULES AND REGULATIONS; REPORTING OF VIOLATIONS All Invesco Employees are required to comply with applicable state and federal securities laws, rules and regulations and this Code. Employees shall promptly report any violations of laws or regulations or any provision of this Code of which they become aware to Invesco's Chief Compliance Officer or his/her designee. Additional methods of reporting potential violations or compliance issues are described in Section IV of this Code under "Reporting of Potential Compliance Issues." ---------- (1) Unless the context indicates otherwise, the term, "Invesco" shall include the following registered investment advisers, each an indirect wholly-owned subsidiary of Invesco Ltd.: Invesco Institutional (N.A.), Inc., Invesco Global Asset Management (N.A.), Inc., Invesco Private Capital, Inc., Invesco Senior Secured Management, Inc. and WL Ross & Company LLC. CODE OF ETHICS 2 III. LIMITS ON PERSONAL INVESTING A. PERSONAL INVESTING 1. Pre-clearance of Personal Security Transactions. All Covered Persons must pre-clear all personal security transactions involving Covered Securities with the Compliance Department using the automated review system. Covered Securities include but are not limited to all investments that can be made by an Invesco entity for its Clients, including stocks, bonds, municipal bonds, exchange traded funds (ETFs) and any of their derivatives such as options. Although AIM Funds are considered Covered Securities those that are held by Employees at AIM Funds' transfer agent (AIM Funds' direct accounts) or in the Invesco Ltd. 401(k) or Money Purchase plans (excluding the State Street Mutual Fund Window), do not need to be pre-cleared through the automated review system because compliance monitoring for these plans is done through a separate process. AIM Funds that are held in external brokerage accounts or in the State Street Mutual Fund Window MUST be pre-cleared through the automated review system. Please refer to section III.B for guidelines on Invesco Ltd. securities. Covered Securities do not include shares of money market funds, government securities, certificates of deposit or shares of mutual funds not advised by Invesco or Invesco Aim Advisors, Inc. ("Invesco Aim"), an affiliate of Invesco. (Please refer to the "Definitions" section of this Code for more information on the term, Covered Security.) If you are unclear about whether a proposed transaction involves a Covered Security, contact the Compliance Department via email at CodeofEthics(North America)@invesco.com or by phone at 1-877-331-CODE [1-877-331-2633] prior to executing the transaction. - ANY APPROVAL GRANTED TO A COVERED PERSON TO EXECUTE A PERSONAL SECURITY TRANSACTION IS VALID FOR THAT BUSINESS DAY ONLY, EXCEPT THAT IF APPROVAL IS GRANTED AFTER THE CLOSE OF TRADING DAY SUCH APPROVAL IS GOOD THROUGH THE NEXT TRADING DAY. The automated review system will review personal trade requests from Covered Persons based on the following considerations: - BLACKOUT PERIOD. Invesco does not permit Covered Persons to trade in a Covered Security if a Client has executed a transaction in the same security within: - two trading days before or after the Covered Person's request is received, or - if there is a Client order on that security currently with the trading desk. For example, if a Client trades on a Monday, Covered Persons may not be cleared to trade until Thursday. - INVESTMENT PERSONNEL. Investment Personnel may not buy or sell a Covered Security within three trading days before or after a Client trades in that security. CODE OF ETHICS 3 - DE MINIMIS EXEMPTIONS. The Compliance Department will apply the following de minimis exceptions in granting pre-clearance when a Client has recently traded or is trading in a security involved in a Covered Person's proposed personal transaction: - Equity de minimis exemptions. - If a Covered Person does not have knowledge of trading activity in a particular equity security, he or she may execute up to 500 shares of such security in a rolling 30-day period provided the issuer of such security is included in the Russell 1000 Index. - If a Covered Person does not have knowledge of trading activity in a particular equity security, he or she may execute up to 500 shares of such security in a rolling 30 day period provided that there is no conflicting client activity in that security on the trading desk that exceeds 500 shares per trading day. - Fixed income de minimis exemption. If a Covered Person does not have knowledge of trading activity in a particular fixed income security he or she may execute up to $100,000 of par value of such security in a rolling 30-day period. The automated review system will confirm that there is no activity currently on the trading desk on the security involved in the proposed personal transaction and check the portfolio accounting system to verify that there have been no Client transactions for the requested security within the last two trading days for all Covered Persons except Investment Personnel for whom the blackout period is the last three trading days. For Investments, Portfolio Administration and IT personnel, the Compliance Department will also check the trading activity of affiliates with respect to which such personnel have access to transactional information to verify that there have been no Client transactions in the requested security within the last three trading days. The Compliance Department will notify the Covered Person of the approval or denial of the proposed personal transaction. The approval of a personal securities transaction request is only valid for that business day. If a Covered Person does not execute the proposed securities transaction on the business day the approval is granted, the Covered Person must resubmit the request on another day for approval. Any failure to pre-clear transactions is a violation of the Code and will be subject to the following potential sanctions: - A Letter of Education will be provided to any Covered Person whose failure to pre-clear is considered immaterial or inadvertent. - Repeat violations may result in in-person training, probation, withdrawal of personal trading privileges or employment termination, depending on the nature and severity of the violations. 2. Prohibition of Short-Term Trading Profits. Covered Persons are prohibited from engaging in the purchase and sale, or short sale and cover of the same Covered Security within 60 days at a profit. If a Covered Person trades a Covered Security within the 60 day time frame, any profit CODE OF ETHICS 4 from the trade will be disgorged to a charity of Invesco's choice and a letter of education may be issued to the Covered Person. 3. Initial Public Offerings. Covered Persons are prohibited from acquiring any security in an equity Initial Public Offering. Exceptions will only be granted in unusual circumstances and must be recommended by the Compliance Department and approved by the Chief Compliance Officer or General Counsel (or designee) and the Chief Investment Officer (or designee) of the Covered Person's business unit. 4. Prohibition of Short Sales by Investment Personnel. Investment Personnel are prohibited from effecting short sales of Covered Securities in their personal accounts if an Invesco Client for whose account they have investment management responsibility has a long position in those Securities. 5. Restricted List Securities. Employees requesting pre-clearance to buy or sell a security on the Restricted List may be restricted from executing the trade because of potential conflicts of interest. 6. Brokerage Accounts. Covered Persons may only maintain brokerage accounts with - discount broker-dealers that provide electronic feeds of confirmations and monthly statements directly to the Compliance Department, - Invesco-affiliated Broker-dealers, or - full service broker-dealers. Covered Persons may own shares of AIM Funds that are held at a non-Invesco affiliated broker-dealer only if the broker-dealer provides an electronic feed of all transactions and statements to Invesco's Compliance Department. All Covered Persons must arrange for their broker-dealers to forward to the Compliance Department on a timely basis duplicate confirmations of all personal securities transactions and copies of periodic statements for all brokerage accounts, in an electronic format if they include holdings in AIM Funds and preferably in an electronic format for holdings other than AIM Funds. As a result, existing Covered Persons must move any existing brokerage accounts that do not comply with the above provision as of the date of this Code to appropriate broker-dealers within six months of the effective date of this Code and every person who becomes a Covered Person under this Code subsequent to the effective date must move all of their brokerage accounts that do not comply with the above provision of the Code within thirty (30) days from the date the Covered Person becomes subject to this Code. Please refer to the following link in the Invesco Ltd.'s intranet site for a list of broker-dealers that currently provide electronic transaction and statement feeds to Invesco: http://sharepoint/sites/Compliance-COE- NA/Training/Documents/Approved%20Discount%20Broker%20List %20_2_.pdf CODE OF ETHICS 5 7. Reporting Requirements. a. INITIAL HOLDINGS REPORTS. Within 10 days of becoming a Covered Person, each Covered Person must complete an Initial Holdings Report by inputting into the electronic review system, STAR Compliance, the following information (the information must be current within 45 days of the date the person becomes a Covered Person): - A list of all security holdings, including the name, number of shares (for equities) and the principal amount (for debt securities) in which the person has direct or indirect Beneficial Ownership; - The name of any broker-dealer or bank with which the person maintains an account in which any securities are held for the direct or indirect benefit of the person; and - The date that the report is submitted by the Covered Person. b. QUARTERLY TRANSACTIONS REPORTS. All Covered Persons must report, no later than 30 days after the end of each calendar quarter, the following information for all transactions in a Covered Security in which a Covered Person has a direct or indirect Beneficial Interest: This includes any Covered Securities held in a 401(k) or other retirement vehicle, including plans sponsored by Invesco or its affiliates: - The date of all transactions in that quarter, the security name, the number of shares (for equity securities); or the interest rate and maturity date (if applicable) and the principal amount (for debt securities) for each Covered Security; - The nature of the transaction (buy, sell, etc.); - The price of the Covered Security at which the transaction was executed; - The name of the broker-dealer or bank executing the transaction; and - The date that the report is submitted to the Compliance Department. ALL COVERED PERSONS MUST SUBMIT A QUARTERLY TRANSACTION REPORT REGARDLESS OF WHETHER THEY EXECUTED TRANSACTIONS DURING THE QUARTER OR NOT. If a Covered Person did not execute transactions subject to reporting requirements during a quarter, the Report must include a representation to that effect. Covered Persons need not include transactions made through an Automatic Investment Plan, Dividend Reinvestment Plan or similar plans in the quarterly transaction report. Additionally, Covered Persons must report information on any new brokerage account established by the Covered Person during the quarter for the direct or indirect benefit of the Covered Person (including Covered Securities held in a 401(k) or other retirement vehicle, including plans sponsored by Invesco or its affiliates). The report shall include: - The date the account was established; CODE OF ETHICS 6 - The name of the broker-dealer or bank; and - The date that the report is submitted to the Compliance Department. The Compliance Department may identify transactions by Covered Persons that technically comply with the Code for review based on any pattern of activity that has an appearance of a conflict of interest. c. ANNUAL HOLDINGS REPORTS. All Covered Persons must report annually the following information, which must be current within 45 days of the date the report is submitted to the Compliance Department: - The security and the number of shares (for equities) or the interest rate and maturity date (if applicable) and principal amount (for debt securities) for each Covered Security in which the Covered Person has any direct or indirect Beneficial Ownership; - The name of the broker-dealer or bank with or through which the transaction was effected; and - The date that the report is submitted by the Covered Person to the Compliance Department. d. MANAGED ACCOUNTS. Covered Persons must make an annual report with respect to transactions held in an account over which the Covered Person has granted exclusive discretion to a professional money manager or other third party. Covered Persons must receive approval from the Compliance Department to establish and maintain such an account and must provide written evidence that exclusive discretion over the account has been turned over to a professional money manager or other third party. Covered Persons are not required to pre-clear or list transactions for such managed accounts in the automated review system; however, Covered Persons with these types of accounts must provide an annual certification that they do not exercise direct or indirect Control over the managed accounts. e. ANNUAL CERTIFICATION. All Covered Persons must certify annually that they have read and understand the Code and recognize that they are subject to the Code. In addition, all Covered Persons must certify annually that they have complied with the requirements of the Code and that they have disclosed or reported all personal securities transactions required to be disclosed or reported under the Code. The Invesco Risk Management Committee will review and approve the Code annually. 8. Private Securities Transactions. Covered Persons may not engage in a Private Securities Transaction without first giving the Compliance Department a detailed written notification describing the transaction and indicating whether or not they will receive compensation and obtaining prior written permission from the Compliance Department. Investment Personnel who have been approved to acquire securities of an issuer in a Private Securities Transaction must disclose that investment to the Compliance Department and the Chief Investment Officer of the Investment Personnel's Invesco business unit when they are involved in a Client's subsequent consideration of an investment in the same issuer. The business unit's decision to CODE OF ETHICS 7 purchase such securities on behalf of Client account must be independently reviewed by Investment Personnel with no personal interest in that issuer. 9. Limited Investment Opportunity (e.g. private placements, hedge funds, etc.). Covered Persons may not engage in a Limited Investment Opportunity without first giving the Compliance Department a detailed written notification describing the transaction and obtaining prior written permission from the Compliance Department. 10. Excessive Short Term Trading in Funds. Employees are prohibited from excessive short term trading of any mutual fund advised or sub-advised by Invesco or Invesco Aim and are subject to various limitations on the number of transactions as indicated in the respective prospectus and other fund disclosure documents. B. INVESCO LTD. SECURITIES 1. No Employee may effect short sales of Invesco Ltd. securities. 2. For all Covered Persons, transactions, including transfers by gift, in Invesco Ltd. securities are subject to pre- clearance regardless of the size of the transaction, and are subject to "black-out" periods established by Invesco Ltd. and holding periods prescribed under the terms of the agreement or program under which the securities were received. 3. Holdings of Invesco Ltd. securities in Covered Persons accounts are subject to the reporting requirements specified in Section III.A.7 of this Code. C. LIMITATIONS ON OTHER PERSONAL ACTIVITIES 1. Outside Business Activities. Absent prior written approval of the Compliance Department, Employees may not serve as directors, officers or employees of unaffiliated public or private companies, whether for profit or non-profit. If the outside business activity is approved, the Employee must recuse himself or herself from making Client investment decisions concerning the particular company or issuer as appropriate, provided that this recusal requirement shall not apply with respect to certain Invesco Employees, primarily those associated with WL Ross & Co. LLC or Invesco Private Capital, Inc., who may serve on corporate boards as a result of, or in connection with, Client investments made in those companies. Employees must always comply with all applicable Invesco policies and procedures, including those prohibiting the use of material non-public information in Client or employee personal trades. 2. Gift and Entertainment Policy. Employees may not give or accept Gifts or Entertainment that may be considered excessive either in dollar value or frequency to avoid the appearance of any potential conflict of interest. Under no circumstances may an Employee give or accept cash or any possible cash equivalent from a broker or vendor. An Employee may not provide or receive any Gift or Entertainment that is conditioned upon Invesco, its parents or affiliates doing business with the other entity or person involved. - ENTERTAINMENT. Employees must report Entertainment with the Compliance Department within thirty (30) calendar days after the receipt or giving by submitting a Gift Report CODE OF ETHICS 8 within the automated review system. The requirement to report Entertainment includes dinners or any other event with an Invesco Business Partner in attendance. Examples of Entertainment that may be excessive in value include Super Bowl tickets, tickets to All-Star games, hunting trips, or ski trips. An occasional ticket to a sporting event, golf outing or concert when accompanied by the Business Partner may not be excessive. Additionally, Employees may not reimburse Business Partners for the cost of tickets that would be considered excessive or for travel related expenses without approval of the Compliance Department. - GIFTS. All Gifts given or received must be reported to the Compliance Department within thirty (30) calendar days after the receipt or giving by submitting a Gift Report within the automated review system. Employees are prohibited from accepting or giving the following: - single Gifts valued in excess of $100 in any calendar year; or - Gifts from one person or firm valued in excess of $100 during a calendar year period. 3. US Department of Labor Reporting: Under current US Department of Labor (DOL) Regulations, Invesco is required to disclose to the DOL certain specified financial dealings with a union or officer, agent, shop steward, employee, or other representative of a union (collectively referred to as "union officials"). Under the Regulations, practically any gift or entertainment furnished by Invesco Employees to a union or union official is considered a payment reportable to the DOL. Although the Regulations provide for a de minimis exemption from the reporting requirements for payments made to a union or union official which do not exceed $250 a year, that threshold applies to all of Invesco's Employees in the aggregate with respect to each union or union official. Therefore, it is Invesco's policy to require that ALL gifts or entertainment furnished by Employee be reported to Invesco using the Invesco Finance Department's expense tracking application, Oracle E-Business Suite or any other application deployed for that purpose which has the capability to capture all the required details of the payment. Such details include the name of the recipient, union affiliation, address, amount of payment, date of payment, purpose and circumstance of payment, including the terms of any oral agreement or understanding pursuant to which the payment was made. Invesco is obligated to reports on an annual basis all payments, subject to the de minimis exemption, to the DOL on Form LM-10 Employer Report. If you have any question whether a payment to a union or union official is reportable, please contact the Compliance Department. A failure to report a payment required to be disclosed will be considered a material violation of this Code. The DOL also requires all unions and union officials to report payments they receive from entities such as Invesco and their Employees. CODE OF ETHICS 9 D. PARALLEL INVESTING PERMITTED Subject to the provisions of this Code, Employees may invest in or own the same securities as those acquired or sold by Invesco for its Clients. IV. REPORTING OF POTENTIAL COMPLIANCE ISSUES Invesco has created several channels for Employees to raise compliance issues and concerns on a confidential basis. An Employee should first discuss a compliance issue with their supervisor, department head or with Invesco's General Counsel or Chief Compliance Officer. Human Resources matters should be directed to the Human Resources Department, an additional anonymous vehicle for reporting such concerns. In the event that an Employee does not feel comfortable discussing compliance issues through normal channels, the Employee may anonymously report suspected violations of law or Invesco policy, including this Code, by calling the toll-free Invesco Compliance Reporting Line, 1-866-297-3627 which is available to employees of multiple operating units of Invesco Ltd. When you dial this number and you are asked for your name, use "Invesco." To ensure your confidentiality, this phone line is provided by an independent company. It is available 24 hours a day, 7 days a week. All calls to the Compliance Reporting Line will be reviewed and handled in a prompt, fair and discreet manner. Employees are encouraged to report these questionable practices so that Invesco has an opportunity to address and resolve these issues before they become more significant regulatory or legal issues. V. ADMINISTRATION OF THE CODE OF ETHICS Invesco has used reasonable diligence to institute procedures reasonably necessary to prevent violations of this Code. No less frequently than annually, Invesco will furnish to the Invesco Risk Management Committee (RMC), or such committee as it may designate, a written report that: - describes significant issues arising under the Code since the last report to the RMC, including information about material violations of the Code and sanctions imposed in response to material violations; and - certifies that the Invesco has adopted procedures reasonably designed to prevent Covered Persons from violating the Code. VI. SANCTIONS Upon discovering a material violation of the Code, the Compliance Department will notify Invesco's Chief Compliance Officer (CCO). The CCO will notify the RMC of any material violations at the next regularly scheduled meeting. The Compliance Department will issue a letter of education to the Covered Persons involved in violations of the Code that are determined to be inadvertent or immaterial. Invesco may impose additional sanctions in the event of repeated violations or violations that are determined to be material or not inadvertent, including disgorgement of profits, a letter of censure or suspension, or termination of employment. CODE OF ETHICS 10 VII. EXCEPTIONS TO THE CODE Invesco's Chief Compliance Officer (or designee) may grant an exception to any provision in this Code and will report all such exceptions at the next RMC meeting. VIII. DEFINITIONS - "AIM Funds" generally includes all mutual funds advised or sub-advised by Invesco Aim. - "Automatic Investment Plan" means a program in which regular purchases or sales are made automatically in or from investment accounts in accordance with a predetermined schedule and allocation, including dividend reinvestment plans. - "Beneficial Ownership" has the same meaning as Rule 16a-1(a)(2) under the Securities Exchange Act of 1934, as amended ("the '34 Act"). To have a beneficial interest, Covered Persons must have a "direct or indirect pecuniary interest," which is the opportunity to profit directly or indirectly from a transaction in securities. Thus a Covered Person may have Beneficial Ownership in securities held by members of their immediate family sharing the same household (i.e. a spouse and children) or by certain partnerships, trusts, corporations, or other arrangements. - "Client" means any account for which Invesco is either the adviser or sub-adviser. - "Control" has the same meaning as under Section 2(a)(9) of the Investment Company Act, as amended (the "Investment Company Act"). - "Covered Person" means any director, officer, full or part time Employee of Invesco or any full or part time Employee of any Invesco affiliates that, in connection with his or her duties, obtains or has access to any information concerning investment recommendations being made by any Invesco entity to any of its Clients. The term, "Covered Person" shall include all Employees of Invesco Ltd located in the United States who are not covered by the Code of Ethics of a registered investment advisory affiliate of Invesco Ltd. - "Covered Security" has the same meaning as Section 2(a)(36) of the Investment Company Act except that it shall not include shares of any registered open-end investment company (mutual funds), except AIM Funds, not advised or sub-advised by Invesco. All AIM Funds shall be considered Covered Securities regardless of whether they are advised or sub-advised by Invesco. An exchange traded funds (ETF) is considered a Covered Security. A Covered Security does not include the following: - Direct obligations of the Government of the United States or its agencies; - Bankers' acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements; - Any open-end mutual fund, except AIM Funds, not advised or sub-advised by Invesco; and - Invesco Ltd. stock because it is subject to the provisions of Invesco Ltd.'s Code of Conduct. Notwithstanding this exception, transactions in Invesco Ltd. securities are CODE OF ETHICS 11 subject to all the pre-clearance and reporting requirements outlined in other provisions of this Code and any other corporate guidelines issued by Invesco Ltd. - "Employee" means any full or part time Employee of Invesco, including any consultant or contractor who Invesco's Compliance Department determines to have access to information regarding Invesco's trading activity. - "Investment Personnel" means any Employee who, in connection with his/her regular functions or duties, makes or participates in making recommendations regarding the purchase or sale of securities by the Client. - "IT Personnel" means any Employee that is designated to work in the Information Technology Department. - "Gifts", "Entertainment" and "Business Partner" have the same meaning as provided in the Invesco Ltd. Gifts and Entertainment Policy. - "Initial Public Offering" means an offering of securities registered under the Securities Act of 1933, as amended, the issuer of which, immediately before the registration, was not subject to the reporting requirements of Section 13 or 15(d) of the '34 Act. - "Invesco-affiliated Broker-dealer" means Invesco Aim Distributors, Inc. or its successors. - "Private Securities Transaction" means any securities transaction relating to new offerings of securities which are not registered with the Securities and Exchange Commission, provided however that transactions subject to the notification requirements of Rule 3050 of the Financial Industry Regulatory Authority's (FINRA) Conduct Rules, transactions among immediate family members (as defined in the interpretation of the Board of Governors on free-riding and withholding) for which no associated person receives any selling compensation, and personal transactions in investment company and variable annuity securities shall be excluded. - "Restricted List Securities" means the list of securities that are provided to Compliance Department by Invesco Ltd or investment departments, which include those securities that are restricted from purchase or sale by Client or Employee accounts for various reasons (e.g., large concentrated ownership positions that may trigger reporting or other securities regulatory issues, or possession of material, non-public information, or existence of corporate transaction in the issuer involving an Invesco unit). IX. INVESCO LTD. POLICIES AND PROCEDURES All Employees are subject to the policies and procedures established by Invesco Ltd., including the Invesco Ltd. Code of Conduct and must abide by all their requirements, provided that where there is a conflict between a minimal standard established by an Invesco Ltd. policy and the standards established by an Invesco policy, including this Code, the latter shall supersede. CODE OF ETHICS 12 CODE OF ETHICS CONTACTS - TELEPHONE HOTLINE: 1-877-331-CODE [2633] - E-MAIL: CODEOFETHICS(NORTH AMERICA)@INVESCO.COM Last Revised: December 10, 2008 CODE OF ETHICS 13 EX-99.P3 25 h66495aexv99wp3.txt EX-99.P3 INVESCO UK & IRELAND CODE OF ETHICS Page 1 of 34 THIS REVISED CODE OF ETHICS POLICY ('THE CODE') APPLIES TO ALL EMPLOYEES OF ALL ENTITIES OF INVESCO UK AND IRELAND ("INVESCO"). IT COVERS THE FOLLOWING TOPICS: - PROHIBITIONS RELATED TO MATERIAL, NON-PUBLIC INFORMATION; - PERSONAL SECURITIES INVESTING; - SERVICE AS A DIRECTOR AND OTHER BUSINESS OPPORTUNITIES; - GIFTS, BENEFITS AND ENTERTAINING POLICY; - CONFLICTS OF INTEREST POLICY; AND - TREATING CUSTOMERS FAIRLY. THIS CODE ALSO IMPOSES ON EMPLOYEES CERTAIN RESTRICTIONS AND REPORTING OBLIGATIONS WHICH ARE SPECIFIED BELOW. ADHERENCE TO THIS CODE, BOTH LETTER AND SPIRIT, IS A FUNDAMENTAL AND ABSOLUTE CONDITION OF EMPLOYMENT WITH INVESCO. It is appreciated that no Code of Ethics can address every circumstance that may give rise to a conflict, a potential conflict or an appearance of a conflict of interest. Every employee should be alert to any actual, potential or appearance of a conflict of interest with Invesco's clients and to conduct himself or herself with good judgment. Failure to exercise good judgment, as well as violations of this Code, may result in the imposition of sanctions on the employee, including suspension or dismissal. 1 STATEMENT OF GENERAL PRINCIPLES 1.1 As a fiduciary, Invesco owes an undivided duty of loyalty to its clients. It is Invesco's policy that all employees conduct themselves so as to avoid not only actual conflicts of interest with Invesco clients, but also that they refrain from conduct which could give rise to the appearance of a conflict of interest that may compromise the trust our clients have placed in us. A copy of Invesco's Conflicts of Interest Policy is included as Appendix G. 1.2 The Code is designed to ensure, among other things, that the personal securities transactions of all employees are conducted in accordance with the following general principles: 1.2.1 A duty at all times to place the interests of Invesco's clients first and foremost; 1.2.2 The requirement that all personal securities transactions be conducted in a manner consistent with this Code and in such a manner as to avoid any actual, potential or appearance of a conflict of interest or any abuse of an employee's position of trust and responsibility; and 1.2.3 The requirement that employees should not take inappropriate advantage of their positions. 1.3 Invesco's policy is to avoid conflicts of interest and, where they unavoidably occur, to resolve them in a manner that clearly places our clients' interests first. 1.4 No employee should have ownership in or other interest in or employment by any outside concern which does business with Invesco Ltd. This does not apply to stock or other investments in a publicly held company, provided that the stock and other investments do not, in the aggregate, exceed 5% of the outstanding ownership interests of such company. Invesco Ltd may, following a review of the relevant facts, permit ownership interests which exceed these amounts if management or the Board of Directors, as appropriate, concludes that such ownership interests will not adversely affect Invesco's business interests or the judgment of the affected staff. (Please see Invesco Ltd's Code of Conduct). Page 2 of 34 2 MATERIAL, NONPUBLIC INFORMATION 2.1 RESTRICTION ON TRADING OR RECOMMENDING TRADING Each employee is reminded that it constitutes a violation of law and/or Market Abuse regulations for any person to trade in or recommend trading in the securities of a company while in possession of material, non-public information concerning that company, or to disclose such information to any person not entitled to receive it if there is reason to believe that such information will be used in connection with a trade in the securities of that company. Violations of law and regulations may give rise to civil as well as criminal liability, including the imposition of monetary penalties or prison sentences upon the individuals involved. Tippees (ie, persons who receive material, nonpublic information) also may be held liable if they trade or if they do not trade but pass along such information to others who will most likely trade on such information. 2.2 WHAT IS MATERIAL, NONPUBLIC INFORMATION? 'MATERIAL INFORMATION' is any information about a company which, if disclosed, is likely to affect the market price of the company's securities or to be considered important by an average investor in deciding whether to purchase or sell those securities. Examples of information which should be presumed to be "material" are matters such as dividend increases or decreases, earnings estimates by the company, changes in the company's previously released earnings estimates, significant new products or discoveries, major litigation by or against the company, liquidity or solvency problems, extraordinary management developments, significant merger or acquisition proposals, or similar major events which would be viewed as having materially altered the "total mix" of information available regarding the company or the market for any of its securities. Further examples can be found in the FSA Market Abuse Handbook. 2.3 'NONPUBLIC INFORMATION', often referred to as 'inside information,' is information that has not yet been publicly disclosed. Information about a company is considered to be nonpublic information if it is received under circumstances which indicate that it is not yet in general circulation and that such information may be attributable, directly or indirectly, to the company or its insiders, or that the recipient knows to have been furnished by someone in breach of a fiduciary obligation. Courts have held that fiduciary relationships exist between a company and another party in a broad variety of situations involving a relationship between a company and its lawyers, investment bankers, financial printers, employees, technical advisors and others. 2.4 Information should not be considered to have been publicly disclosed until a reasonable time after it has been made public (for example, by a press release). Someone with access to inside information may not "beat the market" by trading simultaneously with, or immediately after, the official release of material information. 2.5 The responsibility of ensuring that the proposed transaction does not constitute insider dealing or a conflict with the interests of a client remains with the relevant employee and obtaining pre-clearance to enter into a transaction under Section 3.3 below does not absolve that responsibility. 2.6 Invesco is in a unique position, being privy to market research and rumours and being privy also to information about its clients which may be public companies. Invesco employees must be aware and vigilant to ensure that they cannot be accused of being a party of any 'insider dealing' or market abuse situations. 2.7 In particular, the following investment activities must not be entered into without carefully ensuring that there are no implications of insider trading: 2.7.1 Trading in shares for a client in any other client of Invesco which is quoted on a recognised stock exchange. 2.7.2 Trading in shares for a client in a quoted company where Invesco: i) obtains information in any official capacity which may be price sensitive and has not been made available to the general public. Page 3 of 34 ii) obtains any other information which can be substantiated in connection with a quoted company which is also both price sensitive and has not been made available to the general public. 2.7.3 Manipulation of the market through the release of information to regular market users which is false or misleading about a company. 2.7.4 Release of information about a company that would have the effect of distorting the market in such a way to be considered market abuse. 2.8 REPORTING REQUIREMENT. Whenever an employee believes that he or she may have come into possession of material, non-public information about a public company, he or she personally must immediately notify the Compliance Department and should not discuss such information with anyone else including Invesco employees and should not engage in transactions for himself or others, including Invesco clients. 2.9 Upon receipt of such information the Compliance Department will include the company name on a `Black list' or 'Restricted list' of which no transactions may be entered into. This list will be advised to the Equity dealing desk and no discussion will be entered into. 2.10 CONFIDENTIALITY. No information regarding the affairs of any client of Invesco may be passed to anyone outside Invesco unless specifically requested by law, regulation or court order. In any event, the Compliance and Legal Department must be consulted prior to furnishing such information. 2.11 SANCTIONS. Any employee who knowingly trades or recommends trading while in possession of material, non-public information may be subject to civil and criminal penalties, as well as to immediate suspension and/or dismissal from Invesco. 3 PERSONAL INVESTING ACTIVITIES, PRE-CLEARANCE AND PRE-NOTIFICATION REQUIREMENTS 3.1 TRANSACTIONS COVERED BY THIS CODE All transactions by employees in investments made for Covered Accounts are subject to the pre-clearance procedures, trading restrictions, pre-notification and reporting requirements described below, unless otherwise indicated. For a listing of the employee and other accounts subject to these restrictions and requirements ("Covered Accounts"), see Appendix A. 3.2 TRANSACTIONS IN THE FOLLOWING INVESTMENTS ("EXEMPT INVESTMENTS") ARE NOT SUBJECT TO THE TRADING RESTRICTIONS OR OTHER REQUIREMENTS OF THIS CODE AND NEED NOT BE PRE-CLEARED, PRE-NOTIFIED OR REPORTED: 3.2.1 Registered UNAFFILIATED (e.g. Schroders) open ended Collective Investment Schemes [CIS] including; mutual funds, open-ended investment companies/ICVCs or unit trusts - but not closed-end funds, e.g. Investment Trusts; and 3.2.2 Securities which are direct obligations of an OECD country (eg US Treasury's). TRANSACTIONS WHICH REQUIRE PRE CLEARANCE OR PRE NOTIFICATION 3.3 PRE-CLEARANCE 3.3.1 Prior to entering an order for a Securities Transaction in a Covered Account, the employee must complete a Trade Authorisation Form set forth in Appendix C (also found on the Compliance intranet site) and submit the completed form electronically to the UK Equity Dealers by e-mail to Investment Dealers. The Trade Authorisation Form requires employees to provide certain information and to make certain representations in connection with the specific securities transaction(s). Page 4 of 34 3.3.2 After receiving the completed Trade Authorisation Form, UK Equity Dealers will review the information set forth in the form and, as soon as practicable, will determine whether to clear the proposed Securities Transaction, subject to local requirements. 3.3.3 Once UK Equity Dealers have authorised the transaction, it is passed electronically to Compliance to complete the authorisation process - again this is conducted electronically by e-mail. UK Equity Dealers will forward the authorised Form to *UK- Compliance Personal Share Dealing, who will then check the proposed transaction against the significant holdings/block list to ascertain whether or not the security in question has been blocked. 3.3.4 If satisfactory, then the Form will be authorised by Compliance and confirmation returned by e-mail to the individual, who will then be at liberty to deal through his or her broker within the designated timescales. 3.3.5 No order for a Securities Transaction for which pre-clearance authorisation is sought may be placed prior to the receipt of authorisation of the transaction by both the UK Equity Dealers and Compliance. The authorisation and date and time of the authorisation must be reflected on the Trade Authorisation Form (see Appendix C). The original of the completed form will be kept as part of Invesco's books and records, and matched to the copy contract note that the member of staff must ensure is sent by their broker to Invesco. 3.3.6 If an employee receives permission to trade a security or instrument, the trade must be executed by the close of business on the next business day, unless the local Compliance Officer's authorisation to extend this period has been obtained. 3.3.7 For any transaction to buy or sell Invesco Limited ordinary shares pre clearance needs only to be sought from Compliance. The trade authorisation form which should be completed in the way detailed above and sent to *UK- Compliance Personal Share Dealing. Page 5 of 34 3.4 PRE-NOTIFICATION 3.4.1 Transactions to buy or sell Venture Capital Trust ordinary securities or to buy, sell, switch or transfer holdings in UK ICVCs or other affiliated schemes are subject to pre-notification directly to the Compliance Department regardless of whether the order is placed directly or through a broker/adviser. The employee must complete the relevant sections of the Trade Authorisation Form which can be found in Appendix C (and on the Compliance intranet site) and send it by e-mail to *UK- Compliance Personal Share Dealing. Transactions are subject to the 60 day holding period requirements. 3.4.2 It will be necessary to send copies of contract notes to the Compliance Department. This must be done within 7 days of the transaction. 3.5 TRANSACTIONS THAT DO NOT NEED TO BE PRE-CLEARED BUT MUST BE REPORTED. The pre-clearance requirements (and the trading restrictions on personal investing described below) do not apply to the following transactions: 3.5.1 Discretionary Accounts. Transactions effected in any Covered Account over which the employee has no direct or indirect influence or control (a "Discretionary Account"). An employee shall be deemed to have "no direct or indirect influence or control" over an account only if all of the following conditions are met: i) investment discretion for such account has been delegated in writing to an independent fiduciary and such investment discretion is not shared with the employee, or decisions for the account are made by a family member or significant other and not by, or in connection with, the employee; ii) the employee (and, where applicable, the family member or significant other) certifies in writing that he or she has not and will not discuss any potential investment decisions with such independent fiduciary or household member; and iii) the Compliance Department has determined that the account satisfies the foregoing requirements. 3.5.2 Governmental Issues Investments in the debt obligations of Federal agencies or of state and municipal governments or agencies, (eg Essex Council Electricity Bond). 3.5.3 Non-Volitional Trades Transactions which are non-volitional on the part of the employee (such as the receipt of securities pursuant to a stock dividend or merger). 3.5.4 Automatic Transactions Purchases of the stock of a company pursuant to an automatic dividend reinvestment plan or an employee stock purchase plan sponsored by such company. 3.5.5 Rights Offerings Receipt or exercise of rights issued by a company on a pro rata basis to all holders of a class of security. Employees must, however, pre-clear transactions for the acquisition of such rights from a third party or the disposition of such rights. 3.5.6 Interests in Securities comprising part of a broad-based, publicly traded market basket or index of stocks, eg S & P 500 Index, FTSE 100, DAX. 3.5.7 Non-Executive Director's transactions Transactions in securities, except for Invesco Ltd shares and/or UK Investment Trusts managed by Invesco, by non-executive Directors. 3.5.8 Note that all of the transactions described in paragraphs 3.4.1. to 3.4.8 while not subject to pre-clearance are nevertheless subject to all of the reporting requirements set forth below in paragraph 7.3. 4 TRADE RESTRICTIONS ON PERSONAL INVESTING Page 6 of 34 4.1 All transactions in Covered Accounts which are subject to the preclearance requirements specified in this Code are also subject to the following trading restrictions: 4.1.1 BLACKOUT RESTRICTIONS Transactions in Covered Accounts generally will not be permitted during a specific period before and after a client account trades in the same security or instrument. 4.1.2 BLACKOUT PERIODS An employee may not buy or sell, or permit any Covered Account to buy or sell, a security or any instrument: i) within THREE business days before or after the day on which any client account trades in the same security or instrument or in a security convertible into or exchangeable for such security or instrument (including options) on transactions other than those covered under the paragraph below, or ii) within TWO business days before or after the day on which a pro rata "strip" trade, which includes such security, is made for the purpose of rebalancing client accounts. 4.1.3 Blackout periods will no longer apply to equity transactions in "main index" constituents, i.e. FTSE 100, Dow Jones, etc, subject to a cost and proceeds limit of L25,000 per transaction. Normal blackout conditions will apply to transactions outside of these criteria. If in any doubt please consult your local Compliance Officer. On a case by case basis and at the discretion of the Compliance Officer in consultation with the Chief Investment Officer, this limit may be relaxed. 4.1.4 Trades effected by Invesco for the account of an index fund it manages in the ordinary course of such fund's investment activity will not trigger the blackout period. However, the addition or removal of a security from an index, thereby triggering an index fund trade, would cause employee trades in such security to be blacked-out for the seven prior and subsequent calendar days, as described above. 4.1.5 In the event there is a trade in a client account in the same security or instrument within a blackout period, the employee may be required to close out the position and to disgorge any profit to a charitable organisation chosen by the local Board of Directors; provided, however, that if an employee has obtained preclearance for a transaction and a subsequent client trade occurs within the blackout period, the Chief Executive Officer in consultation with the Compliance Officer, upon a demonstration of hardship or extraordinary circumstances, may determine to review the application of the disgorgement policy to such transaction and may select to impose alternative restrictions on the employee's position. The disgorgement of profits will only apply if the total profit exceeds L100 within the blackout period. 4.1.6 INVESCO LTD SHARES Pre-clearance is also required to buy or sell Invesco Ltd Shares. Permission will not be given during a' closed period' i.e., two months before the half year and year end results, one month before the first and third quarters results, are announced. A "closed period" is defined by the rules as the period of two months prior to the announcement of the year end results and the period of one month prior to the announcement of the interim and quarterly results. The closed period may be shorter depending on when the results are announced but cannot start until the end of the relevant reporting period. Full details of the Invesco stock transaction Pre-Clearance Guide and restrictions for all employees of Invesco can be found in Appendix F. 4.1.7 INVESCO INVESTMENT TRUSTS Staff dealing in Invesco Investment Trusts will also be subject to closed periods as dictated by each of the Trusts. Page 7 of 34 4.1.8 UK ICVCS and other affiliated schemes will be subject to the Short Term Trading restrictions (60 day rule - see 4.1.9). The preferential rate of sales commission allowed to staff will be withdrawn in circumstances where it is apparent that the employee has traded on a short term basis in those shares/units i.e. where previous transactions by that person have resulted in the short term holding of those investments. Shares/Units of UK ICVCs and affiliated schemes will not be accepted for redemption if the funds themselves are closed for redemption due to the effects of subsequent market or currency movements. 4.1.9 SHORT TERM TRADING PROFITS It is Invesco's policy to restrict the ability of employees to benefit from short-term trading in securities and instruments. Employees must disgorge profits made on the sale by an employee of any security or instrument held less than 60 days and will not be permitted to purchase any security or instrument that has been sold by such employee within the prior 60 days. Employees are required to disgorge profits made on the sale in a Covered Account within the 60 days period. Exceptions may be granted by the Compliance Department on a case by case basis. This policy applies to trading in all types of securities and instruments, except where in a particular case the local Compliance Officer in consultation with the Chief Executive Officer has made a specific finding of hardship and it can be demonstrated that no potential abuse or conflict is presented (for example, when an employee's request to sell a security purchased within 60 days prior to the request is prompted by a major corporate or market event, such as a tender offer, and the security was not held in client accounts). To clarify this also applies to non affiliated mutual funds. 4.1.10 INITIAL PUBLIC OFFERINGS No employee may purchase or permit any Covered Account to purchase a security offered pursuant to an initial public offering, except in a Venture Capital Trust, wherever such offering is made. However where the public offering is made by a Government of where the employee is resident and different amounts of the offering are specified for different investor types eg private and institutional, the local Compliance Officer may allow such purchases after consultation with the local Chief Executive Officer or his designee. 4.1.11 PRIVATELY-ISSUED SECURITIES Employees may not purchase or permit a Covered Account to purchase or acquire any privately-issued securities, other than in exceptional cases specifically approved by the local Chief Executive Officer (e.g., where such investment is part of a family-owned and operated business venture that would not be expected to involve an investment opportunity of interest to any Invesco client). Requests for exceptions should be made in the first instance to the local Compliance Officer. 4.1.12 Employees, however, may invest in interests in private investment funds (i.e., hedge funds) that are established to invest predominantly in public securities and instruments, subject to the pre-clearance procedures, trading restrictions and reporting requirements contained in this Code. Employees may also invest in residential co-operatives and private recreational clubs (such as sports clubs, country clubs, luncheon clubs and the like) for their personal use; such investments are not subject to the pre-clearance procedures, trading restrictions and reporting requirements unless the employee's investing is part of a business conducted by the employee. Such ownership should be reported to the Compliance Officer. 4.1.13 SHORT SALES An employee may not sell short a security unless this is specifically related to personal taxation issues. Requests for exceptions should be made to the local Compliance Officer. 4.1.14 FINANCIAL SPREAD BETTING Employees may not enter into Financial Spread betting arrangements. The potential problematical issues to both the employee and Invesco that could arise if the market were to move in the wrong direction are considered unacceptable and therefore prohibited. 4.1.15 FUTURES Employees may not write, sell or buy exchange-traded futures, synthetic futures, swaps and similar non-exchange traded instruments. Page 8 of 34 4.1.16 EXCEPTIONS The Chief Executive Officer or his designee in consultation with the Compliance Officer may in rare instances grant exceptions from these trading restrictions upon written request. Employees must demonstrate hardship or extraordinary circumstances. Any exceptions granted will be reported to the local Board of Directors at least annually. Additionally if a local Board or its designee wish to impose additional restrictions these should be included in Appendix B. 5 ECONOMIC OPPORTUNITIES, CONFIDENTIALITY AND OUTSIDE DIRECTORSHIPS 5.1 In order to reduce potential conflicts of interest arising from the participation of employees on the boards of directors of public, private, non-profit and other enterprises, all employees are subject to the following restrictions and guidelines: 5.1.1 An employee may not serve as a director of a public company without the approval of the local Compliance Officer after consultation with the local Chief Executive Officer. 5.1.2 An employee may serve on the board of directors or participate as an adviser or otherwise, or advisers of a private company only if: (i) client assets have been invested in such company and having a seat on the board would be considered beneficial to our clients interest; and (ii) service on such board has been approved in writing by the local Compliance Officer. The employee must resign from such board of directors as soon as the company contemplates going public, except where the local Compliance Officer has determined that an employee may remain on a board. In any event, an employee shall not accept any compensation for serving as a director (or in a similar capacity) of such company; any compensation offered shall either be refused or, if unable to be refused, distributed pro rata to the relevant client accounts. 5.1.3 An employee must receive prior written permission from the Compliance Officer or his designee before serving as a director, trustee or member of an advisory board of either: (i) any non-profit or charitable institution; or (ii) a private family-owned and operated business. 5.1.4 An employee may serve as an officer or director of a residential co-operative, but must receive prior written permission from the local Compliance Officer before serving as a director if, in the course of such service, he or she gives advice with respect to the management of the co-operative's funds. 5.1.5 If an employee serving on the board of directors or advisers of any entity comes into possession of material, non-public information through such service, he or she must immediately notify his or her local Compliance Officer. 5.1.6 An Invesco employee shall not take personal advantage of any economic opportunity properly belonging to an Invesco Client or to INVESCO itself. Such opportunities could arise, for example, from confidential information belonging to a client or the offer of a directorship. Employees must not disclose information relating to a client's intentions, activities or portfolios except: i) to fellow employees, or other agents of the client, who need to know it to discharge their duties; or ii) to the client itself. 5.1.7 Employees may not cause or attempt to cause any Client to purchase, sell or hold any Security in a manner calculated to create any personal benefit to the employee or Invesco. Page 9 of 34 5.1.8 If an employee or immediate family member stands to materially benefit from an investment decision for an Advisory Client that the employee is recommending or participating in, the employee must disclose that interest to persons with authority to make investment decisions and to the Compliance Officer. Based on the information given, a decision will be made on whether or not to restrict the employee's participation in causing a client to purchase or sell a Security in which the employee has an interest. 5.1.9 An employee must disclose to those persons with authority to make investment decisions for a Client (or to the Compliance Officer if the employee in question is a person with authority to make investment decisions for the Client), any Beneficial Interest that the employee (or immediate family) has in that Security or an Equivalent Security, or in the issuer thereof, where the decision could create a material benefit to the employee (or immediate family) or the appearance of impropriety. The person to whom the employee reports the interest, in consultation with the Compliance Officer, must determine whether or not the employee will be restricted in making investment decisions. 6 CLIENT INVESTMENTS IN SECURITIES OWNED BY INVESCO EMPLOYEES 6.1 GENERAL PRINCIPLES In addition to the specific prohibitions on certain personal securities transactions as set forth herein, all employees are prohibited from: 6.1.1 Employing any device, scheme or artifice to defraud any prospect or client; 6.1.2 Making any untrue statement of a material fact or omitting to state to a client or a prospective client, a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading; 6.1.3 Engaging in any act, practice or course of business which operates or would operate as a fraud or deceit upon any prospect or client; 6.1.4 Engaging in any manipulative practice with respect to any prospect or client; or 6.1.5 Revealing to any other person (except in the normal course of his or her duties on behalf of a client) any information regarding securities transactions by any client or the consideration of any client or Invesco of any securities transactions. 7 REPORTS 7.1 IN ORDER TO IMPLEMENT THE GENERAL PRINCIPLES, RESTRICTIONS AND PROHIBITIONS CONTAINED IN THIS CODE, EACH EMPLOYEE IS REQUIRED TO FILE THE FOLLOWING PERIODIC REPORTS: 7.2 INITIAL CERTIFICATION AND SCHEDULES. Within 10 business days of commencing employment at Invesco, each new employee shall submit to the Compliance Department: 7.2.1 a signed Initial Certification of Compliance with the Invesco Code (See Appendix D); and 7.2.2 schedules listing (i) all Covered Accounts; and (ii) directorships (or similar positions) of for-profit, non-profit and other enterprises. 7.3 CONFIRMATIONS AND MONTHLY STATEMENTS Each employee shall cause to be provided to the Compliance Department where an outside broker undertakes the transaction: 7.3.1 Duplicate copies of confirmations of all transactions in each Covered Account; or Page 10 of 34 7.3.2 Not later than 10 days after the end of each month, monthly statements (if any are regularly prepared) for each Covered Account. 7.4 ANNUAL CERTIFICATION Each employee shall provide, or cause to be provided, as requested, to the Compliance Department, not later than 10 days after the end of each annual period (or as specified in the electronic request), a signed annual Certification of Compliance with the Invesco Code (Appendix E) containing: 7.4.1 To the extent not included in the foregoing monthly statements, a schedule listing: i) all Covered Accounts/securities and any other transactions not included in the monthly statements; and ii) directorships (or similar positions) of for-profit, non-profit and other enterprises. 7.4.2 A schedule listing directorships (or similar positions) of for-profit, non-profit and other enterprises; 7.4.3 With respect to Discretionary Accounts, if any, certifications that such employee does not discuss any investment decisions with the person making investment decisions; and 7.4.4 With respect to any non-public security owned by such employee, a statement indicating whether the issuer has changed its name or publicly issued securities during such calendar year. 7.5 EXEMPT INVESTMENTS Confirmations and periodic reports need not be provided with respect to Exempt Investments, (see 3.2). 7.6 DISCLAIMER OF BENEFICIAL OWNERSHIP Any report required under this Code may contain a statement that such report is not to be construed as an admission by the person making the report that he or she has any direct and indirect beneficial ownership of the security to which the report relates. 7.7 ANNUAL REVIEW The European Director of Compliance will review the Code as necessary, in light of legal and business developments and experience in implementing the Code, and will prepare a report to the relevant Executive Committee that: 7.7.1 summarizes existing procedures concerning personal investing and any changes in the procedures made during the past year, 7.7.2 identifies any violations requiring significant remedial action during the past year, and 7.7.3 identifies any recommended changes in existing restrictions or procedures based on the experience under the Code, evolving industry practices, or developments in applicable laws or regulations. Page 11 of 34 8 GIFTS AND ENTERTAINMENT 8.1 In order to minimize any conflict, potential conflict or appearance of conflict of interest, employees are subject to the restrictions and guidelines with respect to gifts made to or received from, and entertainment with, a person that does business with or provides services to Invesco, that may do business or is being solicited to do business with Invesco or that is associated with an organisation that does or seeks to do business with Invesco (a "Business Associate"). A copy of the Gifts, Benefits and Entertainment Policy is included as Appendix H. 9 MISCELLANEOUS 9.1 INTERPRETATION The provisions of this Code will be interpreted by the local Compliance Officer, as applicable. Questions of interpretation should be directed in the first instance to the local Compliance Officer or his/her designee or, if necessary, with the Compliance Officer of another Invesco entity. The interpretation of the local Compliance Officer is final. 9.2 SANCTIONS If advised of a violation of this Code by an employee, the local Chief Executive Officer (or, in the case of the local Chief Executive Officer, the local Board of Directors) may impose such sanctions as are deemed appropriate. Any violations of this Code and sanctions therefore will be reported to the local Board of Directors at least annually. 9.3 EFFECTIVE DATE This revised Code shall become effective as of 1 March 2008. Page 12 of 34 APPENDIX A DEFINITIONS 1. 'ADVISORY CLIENT' means any client (including both investment companies and managed accounts) for which Invesco serves as an investment adviser, renders investment advice, or makes investment decisions. 2 'BENEFICIAL INTEREST' means the opportunity to share, directly or indirectly, in any profit or loss on a transaction in Securities, including but not limited to all joint accounts, partnerships and trusts. 3 'COVERED ACCOUNTS' means: 3.1 any account/securities held by you, or your family, while an employee; 3.2 accounts/securities held by you for the benefit of your spouse, significant other, or any children or relatives who share your home; 3.3 accounts/securities for which you have or share, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise: (i) voting power (which includes power to vote, or to direct the voting of, a security), or (ii) investment power (which includes the power to dispose, or to direct the disposition) of a security; or 3.4 accounts/securities held by any other person to whose support you materially contribute or in which, by reason of any agreement or arrangement, you have or share benefits substantially equivalent to ownership, including, for example: (i) arrangements (which may be informal) under which you have agreed to share the profits from an investment, and (ii) accounts maintained or administered by you for a relative (such as children or parents) who do not share your home. 3.5 Families include husbands and wives, significant other, sons and daughters and other immediate family only where any of those persons take part in discussion or passing on of investment information. 4. 'EMPLOYEE' means a person who has a contract of employment with, or employed by, Invesco UK or any associated Invesco Company within Europe; including consultants, contractors or temporary employees. 5. 'EQUIVALENT SECURITY' means any Security issued by the same entity as the issuer of a security, including options, rights, warrants, preferred stock, restricted stock, bonds and other obligations of that company. 6. 'FUND' means an investment company for which Invesco serves as an adviser or subadviser. 7. 'HIGH QUALITY SHORT-TERM DEBT INSTRUMENTS' means any instrument having a maturity at issuance of less than 366 days and which is treated in one of the highest two rating categories by a Nationally Recognised Statistical Rating Organisation, or which is unrated but is of comparable quality. 8. 'INDEPENDENT FUND DIRECTOR' means an independent director of an investment company advised by Invesco. 9. 'INITIAL PUBLIC OFFERING' means any security which is being offered for the first time on a Recognised Stock Exchange. 10. 'OPEN-ENDED COLLECTIVE INVESTMENT SCHEME' means any Open-ended Investment Company, US Mutual Fund, UK ICVC or Dublin Unit Trust, Luxembourg SICAV, French SICAV or Bermuda Fund. Page 13 of 34 11. 'SECURITIES TRANSACTION' means a purchase of or sale of Securities. 12. 'SECURITY' includes stock, notes, bonds, debentures and other evidences of indebtedness (including loan participations and assignments), limited partnership interests, investment contracts, and all derivative instruments, such as options and warrants. 13. "UK ICVC AND AFFILIATE SCHEMES" defined as all UK domiciled retail and institutional Invesco ICVCs all Invesco Continental European domestic ranges and all Invesco Dublin and Luxembourg SICAVs and Unit Trusts. 14. "MAIN INDEX" defined as a member of the FTSE 100 or equivalent. The equivalency will be determined by the Compliance Officer on a case by case basis. Page 14 of 34 APPENDIX B PAGE 1 OF 2 PROCEDURES TO DEAL FOR INVESCO EUROPE 1 The procedures to deal are as follows: A: Obtain the Pre-Clearance Trade Authorisation Form from the "forms" section of the Compliance Intranet site. B: Complete Trade Authorisation Form noting: i) permission sought to either buy or sell; ii) the amount in shares or currency; iii) is the transaction an Invesco ICVC/ISA/PEP or affiliated scheme - yes or no - if yes, then you will have to submit your pre-clearance form to *UK- Compliance Personal Share Dealing e-mail group - if no, then pre-clearance is not required; iv) type of security; v) name of company or other; vi) date of request to deal; vii) name of beneficial owner; and viii) address of beneficial owner. Then complete each of the questions in connection with the transaction you require completed - "yes" or "no" answers will be required. C: For Venture Capital Trust ordinary securities or for Invesco ICVC/PEP/ISA/Mutual Fund Trades, you should now only complete section Two. Once you have answered both questions, the pre-clearance form must be submitted to the e-mail *UK- COMPLIANCE PERSONAL SHARE DEALING - Compliance will review the prospective transaction and revert to you by e-mail. Once you have received this confirmation e-mail you are free to deal. However, the trade must be completed by the end of the next business day from the date of confirmation. If you wish to sell/buy INVESCO shares you should complete Section two as noted above. D: For Equity, Bond or Warrant deals, obtain pre-clearance to deal from the UK Investment Dealers by submitting the completed pre-clearance form by e-mail to - *UK- INVEST. DEALERS. E: Once the UK Investment Dealers have authorised the pre-clearance form, they will send the form on by e-mail to the Compliance Department for additional authorisation. UK Investment Dealers will send the form by e-mail to *UK- COMPLIANCE PERSONAL SHARE DEALING. Once Compliance have completed their checks, they will authorise the pre-clearance form and send back to the originator. The originator then has until close of business the day after pre-clearance is granted to deal. IF DEALING IS NOT COMPLETED IN THIS TIME FRAME, THEN ADDITIONAL PRE-CLEARANCE MUST BE SOUGHT VIA THE SAME PROCESS. Page 15 of 34 APPENDIX B PAGE 2 OF 2 F: Once authority has been granted from the UK Investment Dealers and Compliance, the originator must also send a copy of the completed form to Elaine Coleman in Henley Compliance, who will enter the authority in the Personal Share Dealing Register. G: A copy of the contract note must also be sent to Compliance. NB PERMISSION TO DEAL WILL NOT BE GRANTED RETROSPECTIVELY. DEALS UNDERTAKEN WITHOUT PERMISSION WILL BE BROUGHT TO THE COMPLIANCE OFFICER'S ATTENTION, BY A REVIEW OF THE PERSONAL SHARE DEALING REGISTER, FOR DISCUSSION WITH THE PERSON CONCERNED. Page 16 of 34 APPENDIX C PAGE 1 OF 4 INVESCO UK PRE-CLEARANCE OF PERSONAL TRADE AUTHORISATION FORM THIS FORM IS FOR USE BY UK, IRELAND AND CONTINENTAL EUROPE STAFF PLEASE ENSURE YOU HAVE OPENED THIS FORM WITH MACROS ENABLED SECTION A STEP 1 PLEASE COMPLETE THIS SECTION : Permission is sought to: __________________________________ Type of Security: __________________________________ Please state the Name of Company / Fund eg INVESCO Perpetual UK Equity : __________________________________ Date of Request: __________________________________ Name of Beneficial Owner: __________________________________ Address of Beneficial Owner: __________________________________ Amount of transaction: __________________________________ Shares or currency: __________________________________ PLEASE COMPLETE THIS SECTION FULLY BY PUTTING AN 'X' IN ONLY ONE OF THE BOXES BELOW AND THEN PRESSING THE ENTER BUTTON ON YOUR KEYPAD. THE NOTE BELOW THE BOXES WILL THEN TELL YOU WHAT TO DO NEXT This is a transaction in a Venture Capital Trust (VCT) or an INVESCO/Invesco Perpetual ICVC/ISA/PEP or a transaction in AMVESCAP shares [ ] This a transaction in a non-INVESCO ICVC/ISA/PEP [ ] This is a transaction which is not listed in the above two options (e.g. Investment Trusts; Ordinary shares etc.) [ ] PLEASE FOLLOW THE INSTRUCTIONS ABOVE FOR GUIDANCE I HAVE READ THE INVESCO CODE OF ETHICS AND BELIEVE THAT THE PROPOSED TRADE FULLY COMPLIES WITH THE REQUIREMENTS OF THE CODE. Name of Employee: __________________________________________ Date: __________________________________________ Click here to view the INVESCO UK and Ireland Code of Ethics (If you click link press the enter button on returning to form)
Page 17 of 34 APPENDIX C PAGE 2 OF 4 STEP 2: COMPLETE EITHER SECTION B OR C BELOW AS INSTRUCTED ABOVE AND READ INSTRUCTIONS CAREFULLY SECTION B -VENTURE CAPITAL TRUSTS(VCTS); AMVESCAP AND INVESCO PERPETUAL ICVC/ISA/PEP/MUTUAL FUND TRADES (Complete this section if directed by Section A above ) STEP 3: ANSWER THE QUESTIONS BELOW. IF YON ARE UNABLE TO CHANGE THE ANSWERS TO "N" PLEASE PRESS THE ENTER BUTTON AND TRY AGAIN. IF THIS DOES NOT WORK THEN YOU MAY NOT HAVE ENABLED MACROS WHEN OPENING THE FORM AND YOU SHOULD CLOSE THE FORM AND START AGAIN. 1. Are you aware of any recent (within 24 hours) dilution adjustments made against the fund(s) covered? [X] Yes [ ] No 2. Have you or any account covered by the pre-authorisation provisions of the Code purchased or sold these securities (or equivalent securities) in the prior 60 days? [X] Yes [ ] No STEP 4 E-MAIL TO: *UK- COMPLIANCE PERSONAL SHARE DEALING Date: Time: Compliance ___________________________ _____________________ ________ STEP 5: COMPLIANCE WILL REVIEW AND REVERT BY E-MAIL. YOU CAN NOW TRADE. THE TRADE MUST BE COMPLETED BY THE END OF THE NEXT BUSINESS DAY FROM THE DATE OF THIS CONFIRMATION. FOR UK AND IRELAND STAFF PLEASE ENSURE COPY CONTRACT NOTES ARE FORWARDED TO ELAINE COLEMAN. FOR CONTINENTAL EUROPEAN STAFF CONTRACT NOTES SHOULD BE PROVIDED TO THEIR LOCAL COMPLIANCE REPRESENTATIVE. Page 18 of 34 APPENDIX C PAGE 3 OF 4 SECTION C - EQUITY, BONDS, WARRANTS ETC STEP 3: ANSWER THE QUESTIONS BELOW. IF YOU ARE UNABLE TO CHANGE THE ANSWERS TO "N" PLEASE PRESS THE ENTER BUTTON AND TRY AGAIN. IF THIS DOES NOT WORK THEN YOU MAY NOT HAVE ENABLED MACROS WHEN OPENING THE FORM AND YOU SHOULD CLOSE THE FORM AND START AGAIN. 1 Do you, or to your knowledge does anyone at INVESCO, possess material non-public information regarding the security or the issuer of the security? [X] Yes [ ] No 2 To your knowledge are the securities (or equivalent securities) being considered, for purchase or sale by one or more accounts managed by INVESCO? [X] Yes [ ] No 3 Have you or any account covered by the pre-authorisation provisions of the Code purchased or sold these securities (or equivalent securities) in the prior 60 days? [X] Yes [ ] No 4 Are the securities being acquired in an initial public offering? [X] Yes [ ] No 5 Are the securities being acquired in a private placement? If so, please provide a written explanation on a separate sheet of paper. [X] Yes [ ] No STEP 4: E-MAIL TO: *UK- INVEST. DEALERS. AUTHORISED BY: DATE: TIME: Investment Dealers _____________________ __________________ ___________ Investment Dealers are signing off to confirm that the securities in question have not been traded in the last seven days (unless the deal is APPENDIX C PAGE 4 OF 4 AUTHORITY TO DEAL This is to confirm that authorisation has been given today to the above application to acquire/dispose of the above amount of shares/bonds/options etc. This consent shall remain valid until the end of the next business day from the date of this authority letter and the transaction must be completed within this time period. As a condition of this consent the Company reserves the right to its withdrawal if circumstances arise, prior to your effecting this transaction, that would then make it inappropriate for you to enter into this transaction. YOU ARE REQUIRED TO ENSURE THAT A COPY OF THE CONTRACT NOTE EVIDENCING THE TRANSACTION IS FORWARDED TO THE RELEVANT COMPLIANCE DEPARTMENT AS STATED ABOVE. This authorisation is given subject to the INVESCO Code of Ethics. 01 12 2006 INVESCO UK Ltd. assures that the confidentiality standards and data protection requirements of the country of origin are maintained. It also assures that all information regarding employees' requests for trading remains confidential and are handled by authorised personnel only. Page 20 of 34 APPENDIX D ACKNOWLEDGMENT OF RECEIPT OF INVESCO EUROPE REVISED CODE OF ETHICS I ACKNOWLEDGE THAT I HAVE RECEIVED THE INVESCO CODE OF ETHICS DATED 1 JANUARY 2008, AND REPRESENT THAT: 1. In accordance with Section 7 of the Code of Ethics, I will fully disclose the Securities holdings in Covered Accounts* 2. In accordance with Section 3 of the Code of Ethics, I will obtain prior authorisation for all Securities Transactions in each of my Covered Accounts except for transactions exempt from pre-clearance under Section 3 of the Code of Ethics* 3. In accordance with section 7 of the Code of Ethics, I will report all Securities Transactions in each of my Covered Accounts except for transactions exempt from reporting under Section 3 of the Code of Ethics. 4. I will comply with the Code of Ethics in all other respects as well. ---------------------------------------- Signature ---------------------------------------- Print Name Date: ------------------------------- * Representations Nos: 1 and 2 do not apply to Independent Fund Directors Page 21 of 34 APPENDIX E ANNUAL CERTIFICATION OF COMPLIANCE WITH THE INVESCO CODE OF ETHICS TO BE COMPLETED BY ALL EMPLOYEES FOLLOWING THE END OF EACH CALENDAR YEAR I hereby certify that, with respect to the calendar year ending on 31 December, 2007 (the 'Calendar Year), I have arranged for monthly account statements for each of my Covered Account(s) to be provided to Invesco if applicable. I further certify that I have reviewed the attachments hereto and confirm that: a) Schedule A contains a complete list of Covered Account(s) as well as a complete list of my directorships, advisory board memberships and similar positions; and b) Schedule B contains a complete list of trades, other than Exempt Investments, in my Covered Account(s) during the Calendar Year. I further certify that: a) For any of my Covered Accounts which have been approved by the Compliance Department as a Discretionary Account(s) (which have been identified on Schedule A with an 'E' prefix), that I have not exercised investment discretion or influenced any investment decisions and that I will not exercise investment discretion or influence any potential investment decisions with such Discretionary Account(s); b) As appropriate, I have identified on Schedule A hereto those Covered Accounts which contain open-ended Collective Investment Schemes/Investment Companies shares only but for which account statements and confirms are not and have not been provided and hereby confirm that all securities transactions in these accounts are and will be limited exclusively to transactions in shares of open-ended Collective Investment Schemes; c) For any privately-issued security held by me or my Covered Account(s), I will inform the Compliance Department upon learning that any issuer has either changed its name or has issued or proposed to issue any class of security to the public; d) I have received a copy of and understand the Code in its entirety and acknowledge that I am subject to its provisions. I also certify that I have complied and will comply with its requirements; e) I have provided my Department Head with a complete list of gifts received and accepted by me from a person/group that does business or seeks to do business with Invesco during the Calendar Quarter; and to the extent that any of the attached Schedules contain inaccurate or incomplete information, I have noted and initialled the change directly on the Schedule and returned this certification along with all Schedules to the Compliance Department. Capitalised terms used herein without definition shall have the meanings given to them in the Code. ---------------------------------------- Signature ---------------------------------------- Print Name Date: ------------------------------- UPON YOUR FULL REVIEW AND EXECUTION, PLEASE RETURN THE ENTIRE PACKAGE IMMEDIATELY TO THE COMPLIANCE DEPARTMENT IN HENLEY Page 22 of 34 APPENDIX E SCHEDULE A Annual Certificate of Compliance with THE INVESCO CODE OF ETHICS COVERED ACCOUNTS The following is a list of Covered Accounts subject to the Invesco Code of Ethics: DIRECTORSHIPS, ADVISORY BOARD MEMBERSHIPS AND SIMILAR POSITIONS HELD The following is a list of directorships, advisory board memberships and similar positions that I hold: Page 23 of 34 APPENDIX E SCHEDULE B Annual Certificate of Compliance with THE INVESCO CODE OF ETHICS Trades undertaken during the period for which contract notes/monthly statements have not been forwarded: Page 24 of 34 APPENDIX F
PRE BASIS FOR QUARTERLY REPORTING ANNUAL REPORT OF TYPE OF TRANSACTION IN IVZ CLEARANCE APPROVAL OF TRANSACTIONS HOLDINGS ------------------------------------------------ -------------- ----------------- ------------------- ---------------- - OPEN MARKET PURCHASES & SALES Yes Not permitted in Yes Yes - TRANSACTIONS IN 401(K) PLAN blackout periods. Local Local compliance Local compliance compliance officer officer officer EXERCISE OF EMPLOYEE STOCK OPTIONS Yes Not permitted in Yes n/a WHEN SAME DAY SALE blackout periods. - REC'D WHEN MERGED W/ INVESCO IVZ Company Local compliance - OPTIONS FOR STOCK GRANTS Secretarial in Option holding officer - OPTIONS FOR GLOBAL STOCK PLANS London period must be - OPTIONS FOR RESTRICTED STKAWARDS (Michael satisfied. Perman's office) SALE OF STOCKS EXERCISED AND HELD UNTIL LATER Yes Not permitted in Yes Yes DATE. OPTIONS EXERCISED WILL HAVE BEEN RECEIVED blackout periods. AS FOLLOWS: Local Local compliance Local compliance - REC'D WHEN MERGED W/ INVESCO compliance Stock holding officer officer - OPTIONS FOR STOCK GRANTS officer period must be - OPTIONS FOR GLOBAL STOCK PLANS satisfied. - OPTIONS FOR RESTRICTED STKAWARDS SALE OF STOCK PURCHASED THROUGH SHARESAVE Yes Not permitted in Yes Yes blackout periods. Local Local compliance Local compliance compliance officer officer officer SALE OF STOCK PURCHASED THROUGH UK SIP Yes Not permitted in Yes Yes blackout periods. Local Local compliance Local compliance compliance officer officer officer
1) OPEN MARKET PURCHASES/SALES - Pre-clearance to deal is required from Compliance, no dealing is permitted during close/blackout periods. Details of closed periods are posted to the intranet site by Company Secretarial (Michael Perman's Team). 2) EMPLOYEE STOCK OPTIONS (A) EXERCISE/SAME DAY SALE - authorisation of the Option is granted by Company Secretarial Department and signed by Trustees of the Scheme. Dealing would take place through Cazenove, who would not process the deal unless authorisation had been obtained. 3) EMPLOYEE STOCK OPTIONS (B) EXERCISE/TAKE POSSESSION/SUBSEQUENT DAY SALE - same as above, except that individual would pay for the shares and pay tax. The stock would then be lodged in the employee share service arrangement - then if subsequent disposal was sought the normal pre-clearance process would apply (pre-clearance from Compliance - no dealing during closed periods). 4) STOCK GRANTS (GLOBAL STOCK PLANS) - Awards made yearly, stock would be purchased through Company Secretarial and held for three years. After three years elect to keep the shares or distribute - stock would be transferred to employee share service arrangement with normal pre-clearance/closed period requirements. 5) EMPLOYEES WHO RECEIVE IVZ STOCK WHEN THEIR COMPANY IS PURCHASED BY IVZ - stock distribution as part of the transaction to buy the Company concerned. Stock would be issued to the individual concerned and, depending on the terms of the deal, may be required to be held for a period. Stock would be transferred into the employee share service, and subject to terms of the Company deal would then follow normal pre-clearance/close period guidelines. 6) RESTRICTED STOCK AWARDS - similar to stock grants as above - except tax not paid initially - pre-clearance from Compliance and closed period restrictions apply. 7) TRANSACTIONS IN IVZ STOCK VIA 401(K) PLAN - Transaction no different to open market purchases - pre-clearance required, dealing in closed periods no allowed. 8) SHARESAVE - If share save is exercised then stock would be placed into employee share service arrangement. Then if individual sells they go through normal pre-clearance and closed period process. Dealing through Cazenove, who are aware of all closed periods. So an individual would be unable to deal through them if permission was refused by Compliance for closed period reasons, as Cazenove have all the information as well. Special rules may be brought in at share save anniversary dates. These will be communicated as appropriate. 9) UK SIP - A UK SIP is open to UK employees - which is a tax efficient way of purchasing shares on a monthly basis. The shares must be held for 5 years from initial purchase date - sell before and then tax would be paid. If you sell after the five year period, then normal pre-clearance and closed period restrictions would apply. Page 25 of 34 APPENDIX G INVESCO CONFLICTS OF INTEREST POLICY GENERAL STATEMENT In the normal course of business, as in any large financial institution, situations resulting in conflicts of interests may arise. There is nothing inherently unethical if and when such situations arise, subject to compliance with regulatory and legal requirements. However, the abuse of such situations is clearly improper and we are committed to managing these conflicts of interests when they arise to prevent abuse and protect our clients, employees and other counterparties. We are required to identify, manage, record and, where relevant, disclose actual or potential conflicts of interest between ourselves and our clients and between one client and another and to have in place a policy relating to conflicts of interest. This Policy is applicable to and adopted by the following firms (together "Invesco") in respect of all regulated activities and ancillary activities and services provided to clients:- Invesco Administration Services Limited Invesco Asset Management Limited Invesco Fund Managers Limited Invesco Global Investment Funds Limited Invesco Pensions Limited. This Policy also takes into account any conflicts between the above named companies and other companies within the wider Invesco Ltd Group. Integrity, fairness, impartiality and primacy of clients' interests occupy a leading place in our ethical rules. DEFINITION A conflict of interest is a situation where, in the course of our activity, our interests and those of our clients conflict, or the interests of one client conflicts with that of another, either directly or indirectly. An interest is the source of any advantage of whatever nature, tangible or intangible, professional, commercial, financial or personal. IDENTIFYING CONFLICTS We will identify the types of conflicts that may arise between the interests of our clients and those of our own, with reference to:- - The likelihood of making a financial gain or avoiding a loss at the expense of a client; - Whether we have an interest in the outcome of a service or transaction we provide to our clients; - Whether there is a financial or other incentive to favour the interest of one client over the interests of other clients; - Whether we carry out the same activities performed by our clients; and - Whether there are inducements deriving from sources other than our clients in relation to the services we provide to them, in the form of monies, goods or services, other than standard commission or fees for the service(s) in question. We must then identify the means by which we mitigate these potential conflicts. Where a potential conflict arises, Invesco will seek to ensure that transactions and services are effected on terms which are not materially less favourable to the client had the potential conflict not existed. Where internal arrangements maintained by Invesco are not sufficient to ensure, with reasonable confidence, that risks of damage to the interests of a client will be prevented, it will disclose the general nature and/or sources of the conflict to the relevant client before conducting relevant business with or for them. Page 26 of 34 POTENTIAL CONFLICTS The following activities and services are not undertaken within Invesco:- - Finance arrangements; - Market Making; - Proprietary trading (save as required on the manager's box for ICVCs and error corrections); or - Investment research for external distribution. Identified situations where potential conflicts of interest may arise are listed below, together with the mitigating action(s) undertaken:- - PERSONAL ACCOUNT DEALING An employee or director of Invesco engages in personal account dealing, or is otherwise interested in any company whose securities are held or dealt in on the client's behalf, in respect of securities or services and Invesco has a client with an interest which potentially conflicts with such dealing. Invesco operates personal account dealing procedures which details requirements for pre-clearance and/or notification, blackout periods and restrictions, and annual declarations. All such transactions are recorded and monitored. In addition, an annual report is produced by the Head of Compliance, which is submitted to the UK Executive Committee, identifying any violations and, where appropriate, making recommendations for procedural changes. - BUSINESS ENTERTAINMENT AND GIFTS Gifts and entertainment (including non-monetary gifts) are received and given that may influence behaviour in a way that conflicts with the interests of Invesco's clients. Invesco has a Gifts, Benefits and Entertainment Policy which details what is acceptable. Only gifts and entertainment which do not impair Invesco's duty to act in the best interests of our clients are allowed. Records are maintained and monitoring undertaken of gifts and entertainment both received and given. In addition, Invesco will make any disclosures necessary under the Inducements regulations. - EXECUTION/CLIENT ORDER HANDLING Invesco undertakes discretionary portfolio management for more than one client or fund and different fee structures (e.g. performance related fees and fixed annual management charges) may exist for client portfolios, which may potentially affect incentive for allocation. Invesco has in place strict allocation procedures to ensure fair allocation of stocks. This is subject to monitoring. In addition, when carrying out client transactions, Invesco will combine orders where this is in the best interest of the clients as a whole. If there is insufficient liquidity for either purchases or sales, a pre-formulated allocation policy automatically attributes available liquidity proportionately across all client orders. This is also subject to monitoring. Any exceptions to this policy - e.g. where a client or fund would receive an uneconomical allocation - are justified and clearly documented. - FEES Transactions may be in relation to an investment in respect of which Invesco may benefit from a commission, fee, mark-up or mark-down payable otherwise than by the client, and Invesco may also be remunerated by the counterparty to any such transaction. Fees for our services are determined in advance and stipulated in contracts and acknowledgement letters and disclosed where necessary. - GROUP FUNDS Transactions may be undertaken in units or shares of funds within the Group or any company of which Invesco or any other Associate is the manager, operator or adviser. Invesco funds are only purchased on their investments merits or where mandated to do so and are disclosed. - RESEARCH MATERIAL Subject to compliance with the FSA Rules on the use of dealing commission, Invesco acquires research material from third parties which is paid for, in part, by commissions paid to brokers on fund and client account trades. The value of this research is reviewed and payments are only made if we believe that such research has been useful in managing client funds. - PORTFOLIO ACTIVITY High turnover of clients' portfolios could generate higher levels of commission for Invesco. Portfolio activity levels are monitored and commission sharing agreements are negotiated with business partners independently of fund managers. Both fund managers and dealers have a fiduciary responsibility to obtain best possible results for clients when executing orders. There may be occasions Page 27 of 34 where dealers have the ultimate decision for placing deals on behalf of clients with a particular broker to ensure that best execution obligations are met. - INSIDE INFORMATION A potentially significant conflict that arises on a permanent basis is that some of our staff, to varying degrees, have access to material, non-public information concerning companies which may be price sensitive. We mitigate this by explicit disclosure and approval through strict personal account dealing rules and a code of ethics which applies to all staff. In addition, periodic compliance checks are carried out. - STAFF REMUNERATION Employees are remunerated on the basis of salary and bonus. Bonuses are based on individual performance and on the revenues and results of Invesco as a whole. - VOTING RIGHTS Invesco believes it has a responsibility for making investment decisions that are in the best interests of its clients. As part of the investment management process, Invesco may exercise its voting rights where authorised by clients, or in the collective interests of investors in a fund, to vote in respect of the shares/units for which the clients are beneficial owners. GOVERNANCE As part of its senior management governance framework, Invesco has established organisational and administrative arrangements and internal control systems which are designed to manage potential conflicts and to prevent material risk of damage to the interests of its clients. Senior Management of Invesco, with support from the Compliance, Risk, Internal Audit and Legal functions, has responsibility for careful and consistent identification and management of conflicts of interest situations, either actual or potential. Operational business areas are responsible on a more general basis for monitoring their risks. All staff will be responsible for identifying and recording the circumstances in which a conflict of interest may arise, or have arisen, as a result of activities carried out by Invesco. This record will be held centrally and subject to monitoring and review by the Compliance Department. All staff will also be responsible for identifying and reporting any breaches of the policy to the Head of Compliance. Training will be given to all new and existing staff to ensure that they understand the Conflict of Interest Policy and their responsibilities under it. Invesco will apply its Conflicts of Interest Policy to all relevant outsourcing arrangements entered into. A monthly report will be produced by the Head of Compliance and submitted to the Invesco UK Executive Committee which will detail all conflicts recorded. The Invesco UK Executive Committee will decide what remedial action, if any, needs to be taken. Page 28 of 34 APPENDIX H GIFTS, BENEFITS & ENTERTAINMENT (INDUCEMENTS) POLICY PURPOSE & SCOPE OF THIS POLICY To ensure that Invesco has effective procedures in place to monitor gifts, benefits & entertainment received and given, to avoid any actual or apparent conflicts of interest which may arise during the normal course of business. This policy applies to all directors, officers, employees and contract or temporary employees in the UK and Ireland. DEFINITIONS For the purpose of this Policy, a "GIFT" is anything of value given (1) by an Invesco business unit or its personnel to personnel of an entity that has a direct or indirect existing or potential business relationship with INVESCO (a "BUSINESS PARTNER"), or to a member of such a person's immediate family, or (2) by a Business Partner or its personnel to any Invesco personnel, or to a member of such a person's immediate family. Gifts may include, but are not limited to, cash, personal items, office accessories and sporting equipment (e.g. golf clubs, tennis rackets, etc.). Gifts also include charitable contributions made to or at the request of a Business Partner. "ENTERTAINMENT" is similar to a gift but involves attendance at some event, including but not limited to meals, sporting events, the theatre, parties or receptions, and similar functions. Entertainment requires the presence of both Invesco personnel and Business Partner personnel; if the person or entity paying for the event does not attend, the event constitutes a gift. The value of entertainment includes the cost of the event itself (for example, the cost of tickets or a meal), as well as the cost of any related activities or services provided (such as prizes and transportation in connection with the event). If the value of the event does not exceed L50, the event will not be taken into account when applying the entertainment limit thresholds detailed in section 4. A "BENEFIT" is anything else of value received or given, whether tangible or not; examples include training, assistance with information technology, taking part in or organising seminars/conferences and joint marketing exercises. POLICY 1. PROHIBITION ON CONDITIONAL GIFTS It is prohibited for an Invesco business unit or its personnel to provide or receive any gift, benefit or entertainment that is conditional upon Invesco doing business with the entity or person involved. 2. RESTRICTIONS WHEN DEALING WITH OTHER REGULATED FIRMS There are additional regulatory restrictions placed upon Invesco and its personnel when providing fee, commission or non-monetary benefits to other regulated firms. The main purpose of these regulations is to seek to prevent conflicts of interest arising where a benefit given to an intermediary or other regulated firm could induce material bias in respect of the choice of provider, product or service recommended or create a conflict between their interests and those of their clients. The provision of any benefit must be designed to enhance the quality of the service to clients and not impair the firm's duty to act in the best interest of clients. The existence, nature and amount of fee, commission or benefit or, where the amount cannot be ascertained, the method of calculating the amount, must be clearly disclosed to the client before the provision of the service. Invesco will satisfy this disclosure obligation if it discloses the essential arrangements in summary form and undertakes to provide further details to clients on request. Page 29 of 34 A list of the kind of benefits which are potentially capable of enhancing the quality of service provided to clients and, depending on the circumstances, are capable of being provided without conflicting with clients' best interests, is shown in Appendix I. Where a benefit is made available to one firm and not another, this is more likely to impair compliance with the client's best interest rule. If there is any doubt regarding the permissibility of a gift, benefit or entertainment, contact the Compliance department. 3. REPORTING & RECORD KEEPING All gifts, benefits & entertainment given or received by Invesco or its personnel must be recorded in the relevant Invesco business unit's Gifts, Benefits & Entertainment Register, as soon as possible after this is given or received. However, the following will not be taken into account when calculating the limit thresholds detailed in section 4:- - Promotional items of nominal value (e.g. golf balls, pens, etc.) that display the logo of Invesco or its business units, or of its Business Partners. - Research or analysis meetings attended by investment personnel or industry educational events sponsored by industry groups, so long as such events are for educational or research purposes. - Breakfasts or lunches taken in the office valued at less than L50. NOTE - For the avoidance of doubt, even where the gift, benefit or entertainment is such that it will not to be taken into account when calculating limit thresholds, it must nevertheless be recorded on the Register. For instance, breakfasts and lunches taken out of the office need to be reported but will only be taken into account when applying the entertainment limit thresholds if valued at L50 or more. The Register must be approved by the relevant Manager/Head of Department on a quarterly basis and submitted to the Compliance department. A Nil return is required if there have been no gifts, benefits or entertainment. A record of all Gifts, Benefits and Entertainment received or given by Invesco should be kept for a minimum of 5 years. 4. LIMIT THRESHOLDS The value of gifts, benefits and entertainment which can be provided or received is limited by way of monetary thresholds. These limits shall not exceed:- - L200 (in total) annually per individual for gifts; and - L400 per individual per entertainment event, with a limit of no more than three events annually to a single person or from a single business partner, for entertainment. 5. REVIEW AND MONITORING The Compliance department shall establish procedures for monitoring compliance with this Policy through review of the Gifts, Benefits and Entertainment Register and ad hoc reviews. This will include reviews of patterns of gifts and entertainment to obtain insights into behaviour that may warrant further investigation. Page 30 of 34 APPENDIX I REASONABLE BENEFITS WHICH INVESCO MAY POTENTIALLY BE ABLE TO PROVIDE TO ANOTHER REGULATED FIRM GIFTS, HOSPITALITY AND PROMOTIONAL COMPETITION PRIZES 1) Gifts, Hospitality and Promotional Competition Prizes of a reasonable value. PROMOTION 2) Assisting another firm to promote Invesco's products so that the quality of its services to clients is enhanced. Such assistance should not be of a kind or value that is likely to impair the recipient firm's ability to pay due regard to the interests of its clients, and to give advice on, and recommend, products from their whole range(s). JOINT MARKETING EXERCISES 3) Generic product literature (that is, letterheading, leaflets, forms and envelopes) that is suitable for use and distribution by or on behalf of another firm if: (a) The literature enhances the quality of the service to the client and is not primarily of promotional benefit to Invesco; and (b) The total costs (for example, packaging, posting, mailing lists) of distributing such literature to its clients are borne by the other firm. 4) 'Freepost' envelopes, for forwarding such items as completed applications, medical reports or copy client agreements. 5) Product specific literature (for example, key features, simplified prospectus, minimum information) if: (a) The literature does not contain the name of another firm; or (b) If the name of the recipient firm is included, the literature enhances the quality of service to the client and is not primarily of promotional benefit to the other firm. 6) Draft articles, news items and financial promotions for publication in another firm's magazine, only if in each case any costs paid by Invesco for placing the articles and financial promotions are not more than market rate, and exclude distribution costs. SEMINARS AND CONFERENCES 7) Take part in a seminar organised by another firm or a third party and may pay toward the cost of the seminar, if: (a) Its participation is for a genuine business purpose; and (b) Invesco's contribution is reasonable and proportionate to its participation and by reference to the time and sessions at the seminar when its staff play an active role; and TECHNICAL SERVICES AND INFORMATION TECHNOLOGY 8) 'Free phone' link to Invesco. 9) (a) Quotations and projections relating to Invesco's products and, in relation to specific investment transactions (or for the purpose of any scheme for review of past business, advice on the completion of forms or other documents; (b) Access to data processing facilities, or access to data, that is related to Invesco's business; (c) Access to third party electronic dealing or quotation systems that are related to Invesco's business; and (d) Software that gives information about Invesco's products or which is appropriate to its business (for example for producing projections or technical product information). 10) Cash amounts or other assistance to another firm for the development of software or other computer facilities necessary to operate software supplied by Invesco, but only to the extent that by doing so it will generate equivalent cost savings to Invesco or clients. Page 31 of 34 11) Information about sources of mortgage finance. 12) Generic technical information in writing, not necessarily related to Invesco's business, when this information states clearly and prominently that it is produced by Invesco. TRAINING 13) Training facilities of any kind (for example, lectures, venue, written material and software). TRAVEL AND ACCOMMODATION EXPENSES 14) Reimbursement of another firm's reasonable travel and accommodation expenses when the other firm: (a) Participates in market research conducted by or for Invesco; (b) Attends an annual national event of a trade association, hosted or co-hosted by Invesco; (c) Participates in Invesco's training facilities (see 13); (d) Visits an Invesco office in order to: (i) Receive information about Invesco's administrative systems; or (ii) Attend a meeting with Invesco and an existing or prospective client of the other firm. Page 32 of 34 APPENDIX J TREATING CUSTOMERS FAIRLY (TCF) - UK POLICY Treating Customers Fairly is a long-established principle of the UK financial services regulators and it is central to the way we manage our customer's assets. The interests of our customers are at the forefront of everything we do. We are all in a position of trust and are expected to adhere to the highest professional and ethical standards and to put our customer's interests first at all times. The FSA has articulated six TFC outcomes for consumers: 1. Consumers can be confident that they are dealing with firms where the fair treatment of customers is central to the corporate culture. 2. Products and services marketed and sold in the retail market are designed to meet the needs of identified consumer groups and are targeted accordingly. 3. Consumers are provided with clear information and are kept appropriately informed before, during and after the point of sale. 4. Where consumers receive advice, the advice is suitable and takes account of their circumstances. 5. Consumers are provided with products that perform as firms have led them to expect, and the associated service is both of an acceptable standard and as they have been led to expect. 6. Consumers do not face unreasonable post-sale barriers imposed by firms to change product, switch provider, submit a claim or make a complaint. Set out below are some the key principles that we must always follow. WHAT TCF MEANS TO US AND HOW WE DEAL WITH OUR CUSTOMERS: - Dealing openly and honestly. - Acting with integrity. - Ensuring the information we give to our clients is accurate, fair, clear and not misleading to enable them to understand and make informed decisions. - Ensuring we manage our customers' assets with competence and diligence. - Ensuring where errors or omissions have occurred or been brought to our attention, where we are at fault, that there is no detriment to our customers. - Ensuring we deal with customer complaints in a fair and timely manner. - Honouring promises and representations made to our customers. - Ensuring our products are adequately described to enable understanding of what they are and their associated risks. - Ensuring we consider the impact on all stakeholders when we made decisions. Page 33 of 34 If you have any questions, concerns or require further information on TCF please contact Jon Webb. Should you come across any instance where you are concerned that we might not be acting according to these TCF principals and outcomes, please contact Jon Webb with full details. Additional information on TCF is also available from the FSA. Page 34 of 34 EX-99.P5 26 h66495aexv99wp5.txt EX-99.P5 (INVESCO LOGO) STAFF ETHICS AND PERSONAL SHARE DEALING 10.1 FIDUCIARY DUTY 10.1.1 As a fiduciary, Invesco owes an undivided duty of loyalty to its clients. It is Invesco's policy that all employees conduct themselves so as to avoid not only actual conflicts of interest with Invesco clients, but also that they refrain from conduct which could give rise to the appearance of a conflict of interest that may compromise the trust that clients have placed in Invesco. 10.1.2 The personal securities transactions of all employees must be conducted in accordance with the following general principles: (a) There is duty at all times to place the interests of Invesco clients first and foremost; (b) All personal securities transactions be conducted in a manner consistent with these rules and in such a manner as to avoid any actual, potential or appearance of a conflict of interest or any abuse of an employee's position of trust and responsibility; and (c) Employees should not take inappropriate advantage of their positions. 10.1.3 Invesco's policy is to avoid conflicts and, where they unavoidably occur, to resolve them in a manner that clearly places our clients' interests first. 10.1.4 A copy of the INVESCO LTD. Conflicts of Interest Policy and Insider Dealing Policy is attached as Appendix 10.1 and Appendix 10.8 respectively. 10.1.5 The policy on personal securities transactions is set out under the following headings: (i) Definitions (ii) Prohibited Personal Transactions (iii) Transactions Exempt from Personal Share Dealing Rules (iv) Transactions Exempt from Authorisation but Requiring Reporting (v) Permitted Transactions Requiring Authorisation and Reporting (vi) Procedures for Authorisation and Placing Orders (vii) Procedures for Reporting (viii) Restrictions on Investing (ix) Dealing in Invesco Ltd (x) Dealing in Invesco Funds/non Invesco Funds 10.2 DEFINITIONS 10.2.1 "Business Associate" shall mean any person or organisation that provides services to Invesco, that may do business or is being solicited to do business with Invesco or that is associated with an organisation that does or seeks to do business with Invesco. SEP 2008 1 (INVESCO LOGO) STAFF ETHICS AND PERSONAL SHARE DEALING 10.2.2 "High Quality Short-Term Debt Instrument" means, but is not limited to, bankers' acceptances, bank certificates of deposit, commercial paper and repurchase agreements; and means any instrument having a maturity at issuance of less than 366 days and which is treated in one of the highest two rating categories by a recognised statistical rating organisation, or which is unrated but is of comparable quality. 10.2.3 "Security" includes stock, notes, bonds, debentures and other evidences of indebtedness (including loan participation's and assignments), limited partnership interests, investment contracts, and all derivative instruments, such as options and warrants. 10.2.4 "Related Accounts" means: (a) accounts held by (or for the benefit of) an employee's spouse, significant other, or any children or relatives who share his/her home; (b) accounts for which the employee has or shares, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise; (i) voting power (which includes power to vote, or to direct the voting of, a security), or (ii) investment power (which includes the power to dispose, or to direct the disposition) of a security; or (c) accounts held by any other person to whose support the employee materially contributes or in which, by reason of any agreement or arrangement, the employee has or shares benefits substantially equivalent to ownership, including, for example: (i) arrangements (which may be informal) under which the employee has agreed to share the profits from an investment, and (ii) accounts maintained or administered by the employee for a relative (such as children or parents) who do not share his/her home. (d) Families include husbands and wives, significant other, sons and daughters and other immediate family only where those persons take part in discussion or passing on of investment information. (e) All Invesco employees or members of his family only insofar as the Invesco employee controls or influences the investment decision are subject to the Invesco Code. SEP 2008 2 (INVESCO LOGO) STAFF ETHICS AND PERSONAL SHARE DEALING 10.2.5 Non-Discretionary Account shall mean an account where an employee is deemed to have "no direct or indirect influence or control" over an account i.e.: (a) investment discretion for such account has been delegated in writing to an independent fiduciary and such investment discretion is not shared with the employee, or decisions for the account are made by a family member or significant other and not by, or in connection with, the employee; (b) the employee (and, where applicable, the family member or significant other) certifies in writing that he or she has not and will not discuss any potential investment decisions with such independent fiduciary or household member; and (c) the Compliance Department has determined that the account satisfies the foregoing requirements. 10.2.6 "Pre-Clearance Officer" is the Head of Compliance. SEP 2008 3 (INVESCO LOGO) STAFF ETHICS AND PERSONAL SHARE DEALING 10.3 PROHIBITED PERSONAL TRANSACTIONS 10.3.1 Privately Issued Securities (a) Employees may not purchase or permit a Related Account to purchase or acquire any privately-issued securities, other than in exceptional cases specifically approved by the local Chief Executive Officer (e.g., where such investment is part of a family-owned and operated business venture that would not be expected to involve an investment opportunity of interest to any Invesco client). (b) Requests for exceptions should be made in the first instance to the local Head of Compliance. 10.3.2 Short Selling. An employee may not, sell short a security unless this is specifically related to personal taxation issues. Requests for exceptions should be made to the local Head of Compliance. 10.3.3 Futures. Employees may not write, sell or buy exchange-traded futures, synthetic futures, swaps and similar non-exchange traded instruments. 10.3.4 Deminimus transactions. An employee may request permission to buy or sell a security which would otherwise be the subject of the Blackout restrictions (10.10.1) if that security is so liquid that the transaction would not affect the price per share so that there is no disadvantage to any Invesco client transaction. Transaction unit size or cost should be considered by the local Head of Dealing and Chief Investment Officer. 10.3.5 THE LOCAL CHIEF EXECUTIVE OFFICER IN CONSULTATION WITH THE LOCAL HEAD OF COMPLIANCE MAY IN RARE INSTANCES GRANT EXCEPTIONS FROM THESE TRADING RESTRICTIONS UPON WRITTEN REQUEST. EMPLOYEES MUST DEMONSTRATE HARDSHIP OR EXTRAORDINARY CIRCUMSTANCES. ANY EXCEPTIONS GRANTED WILL BE REPORTED TO THE LOCAL BOARD OF DIRECTORS AT LEAST ANNUALLY. 10.4 TRANSACTIONS EXEMPT FROM PERSONAL DEALING RULES The following types of share dealing transactions do not need to be approved or reported. Non Invesco Funds (a) authorised non-Invesco managed open-end investment schemes (including, mutual funds, open-ended investment companies or unit trusts but not closed-end funds); Direct Government Obligations SEP 2008 4 (INVESCO LOGO) STAFF ETHICS AND PERSONAL SHARE DEALING (b) Securities which are direct obligations of the country in which the employee is a resident (e.g., US treasuries for US residents/UK treasuries for UK residents); Short Term Debt (c) High quality short-term debt instruments; Retirement Fund (d) member choice pension scheme; Invesco Regular Investment Plan (e) authorized Invesco managed open-end investment schemes (including, mutual funds, open-ended investment companies or unit trusts but not closed-end funds) by regular saving plan. Regarding the rules for dealing Invesco Funds, please refer to Section 10.12. 10.5 TRANSACTIONS EXEMPT FROM AUTHORISATION BUT REQUIRING REPORTING 10.5.1 The following types of personal share dealing transactions do not need to be approved but must be reported to the Compliance Department. (a) Transactions in a Non-Discretionary Account excluding that of non-Invesco Funds as mentioned in Section 10.4 (b) Investments in the debt obligations of Federal agencies or of state and municipal governments or agencies. (c) Transactions which are non-intentional on the part of the employee (e.g., receipt of securities pursuant to a stock dividend or merger bonus issues). (d) Purchases of the stock of a company pursuant to an automatic dividend reinvestment plan or an employee stock purchase plan sponsored by such company. (e) Receipt or exercise of rights issued by a company on a pro rata basis to all holders of a class of security. Employees must, however, pre-clear transactions for the acquisition of such rights from a third party or the disposition of such rights. (f) Interests in Securities comprising part of a broad-based, publicly traded market basket or index of stocks, e.g. S & P 500 Index, FTSE 100, DAX. SEP 2008 5 (INVESCO LOGO) STAFF ETHICS AND PERSONAL SHARE DEALING 10.5.2 NOTE THAT ALL OF THESE TRANSACTIONS WHILE NOT SUBJECT TO PRE-CLEARANCE ARE NEVERTHELESS SUBJECT TO ALL OF THE REPORTING REQUIREMENTS BELOW. 10.6 PERMITTED TRANSACTIONS REQUIRING AUTHORISATION AND REPORTING 10.6.1 Transactions in any other Security not dealt with above for either an employee a Related Account are subject to the authorisation and reporting rules set out below. 10.6.2 IPOs. Where there are different amounts of an IPO specified for different investor types (e.g. private and institutional) investment is permitted with the consent of the local Head of Compliance after consultation with the local Chief Investment Officer or his designee. 10.6.3 Private Investment Funds. Employees may invest in interests in private investment funds (i.e., hedge funds) that are established to invest predominantly in public securities and instruments, subject to the pre-clearance procedures, trading restrictions and reporting requirements contained in this Code. 10.6.4 Clubs. Employees may also invest in residential co-operatives and private recreational clubs (such as sports clubs, country clubs, luncheon clubs and the like) for their personal use; such investments are not subject to the pre-clearance procedures, trading restrictions and reporting requirements unless the employee's investing is part of a business conducted by the employee. 10.7 PROCEDURES FOR AUTHORISATIONS 10.7.1 Prior to entering an order for a securities transaction either for the employee or in a Related Account, the employee must complete a Pre-Clearance of Personal Trade Authorisation Form (attached as Appendix 10.2) have it signed by the local Chief Investment Officer or his deputy in his absence and submit the completed form to the local Head of Compliance or his deputy in his absence (see Appendix 10.2). 10.7.2 (a) The employee must ensure that he answers all the questions on the Pre-Clearance of Personal Trade Authorisation Form honestly; (b) In particular, he must check with the relevant dealing desk as to whether there are any client trades ongoing or outstanding in the same stock; (c) If there are no such client orders he should note the time he checked this with the dealing desk and who reported back to him in writing on the form; (d) If there are client orders in place or if the transaction would fall in one of the blackout periods specified in Section 10.10.1, he should not SEP 2008 6 (INVESCO LOGO) STAFF ETHICS AND PERSONAL SHARE DEALING submit the form until the blackout period has ended as the authorisation may expire in accordance with Section 10.7.9. 10.7.3 Proposed securities transactions in a Related Account of the local Head of Compliance must be submitted to the local Chief Executive Officer. 10.7.4 After receiving the completed Pre-Clearance of Personal Trade Authorisation Form, the local Head of Compliance or his deputy in his absence will review the information in the form and, as soon as practicable, will decide whether to clear the proposed Personal Transaction, subject to local requirements. 10.7.5 No order for a Personal Transaction for which pre-clearance authorisation is sought may be placed prior to the receipt of written authorisation of the transaction by the Head of Compliance or his deputy in his absence. 10.7.6 The authorisation and date and time of the authorisation must be stated on the Pre-Clearance of Personal Trade Authorisation Form. 10.7.7 The original of the completed form will be kept as part of Invesco's books and records. 10.7.8 (a) If an employee receives permission to trade a security or instrument, the trade must be executed by the close of business on the next business day after the day on which authorisation is given. (b) The Head of Compliance has the discretion to extend this period. SEP 2008 7 (INVESCO LOGO) STAFF ETHICS AND PERSONAL SHARE DEALING 10.8 PLACING PERSONAL SHARE DEALING ORDERS 10.8.1 Once a Pre-Clearance of Personal Trade Authorisation Form has been duly signed, a copy will be passed back to the employee and the original maintained by the local Head of Compliance. 10.8.2 The employee may then place his order to deal with an outside broker. 10.8.3 The employee must ensure that a copy of or duplicate contract note is provided to the Head of Compliance either directly from the broker or by the employee. 10.9 PROCEDURES FOR REPORTING 10.9.1 Initial certification and Schedules. Within 10 days of commencing employment at Invesco, each employee shall submit to the Compliance Department: (a) a signed Initial Certification of Compliance with the Invesco Code (attached as Appendix 10.3); and (b) a signed Initial Declaration of Personal Holding (attached as Appendix 10.4) listing (i) all Related Accounts; (ii) all public and private securities and instruments directly or indirectly held by any Related Account of such employee (other than exempt investments as set out in Section 10.4), with nonpublic securities plainly indicated; and (iii) directorships (or similar positions) of for-profit, non-profit and other enterprises. The Compliance Department will give these documents to each employee during the compliance briefing when commencing employment. 10.9.2 (a) Disclosure of Outside Brokerage Account. All employees must receive approval from the Head of Compliance prior to setting up personal share dealing accounts with brokers, either for themselves or Related Accounts. (b) New employees must disclose existing broker accounts on joining Invesco in Appendix 10.4. SEP 2008 8 (INVESCO LOGO) STAFF ETHICS AND PERSONAL SHARE DEALING (c) Disciplinary action may be taken against employees who deal through a non-disclosed broker account. 10.9.3 Confirmation and Monthly Statements. Each employee must provide to the Compliance Department: (a) Duplicate copies of contract notes or confirmations of all transactions for his own and each Related Account; (b) If these are regularly provided by a broker or custodian, monthly statements for his own and each Related Account not later than 10 days after the end of each month. 10.9.4 Annual Certification. Each employee shall provide to the Compliance Department, not later than 10 days after the end of each calendar year, a signed Annual Certification of Compliance with the Invesco Code of Ethics (Note: any material changes to the Compliance Manual will be summarized under the Annual Certification)(attached as Appendix 10.5) containing: (a) If the information is not provided in the monthly statement referred to in Section 10.9.2 (b) (i) the date of each Personal transaction, the title and number of securities and the principal amount of each security involved; (ii) the nature of the personal transaction (i.e., purchase, sale or any other type of acquisition or disposition); (iii) the price at which the personal transaction was effected; and (iv) the name of the broker, dealer or bank with or through which the personal transaction was effected. (b) If the information is not provided in the monthly statements or any change from the Initial Declaration of Personal Holding referred to in Section 10.9.2 (b) a schedule listing: (i) all Related Accounts; (ii) all public and private securities and instruments directly or indirectly held by him or any Related Account of such employee (other than exempt investment as set out in Section 10.4), with nonpublic securities plainly indicated; and (iii) directorships (or similar positions) of for-profit, non-profit and other enterprises. SEP 2008 9 (INVESCO LOGO) STAFF ETHICS AND PERSONAL SHARE DEALING (c) With respect to non-discretionary accounts, certifications that such employee does discuss any investment decisions with the person making investment decisions; (d) With respect to any nonpublic security owned by such employee, a statement indicating whether the issuer has changed its name or publicly issued securities during such calendar quarter. 10.10 RESTRICTIONS ON PERSONAL INVESTING 10.10.1 Blackout Periods. An employee may not buy or sell for himself or permit any Related Account to buy or sell, a security or any instrument: (a) on the same day as any client is trading in the stock; (b) where he knows that the sale or purchase of the securities are being considered for a client account; (c) if the employee is a portfolio manager, within 7 calendar days before or after the day on which any client account trades in the same security or instrument or in a security convertible into or exchangeable for such security or instrument (including options) on transactions other than those covered under the paragraph below, or (d) if the employee is a portfolio manager, within two business days before or after the day on which a pro rata trade, which includes such security, is made for the purpose of rebalancing client accounts. 10.10.2 (a) In the event there is a trade in a personal and a client account in the same security or instrument within a blackout period, the employee may be required to close out his personal position and to disgorge any profit to a charitable organisation chosen by the local Board of Directors; (b) If an employee has obtained pre-clearance for a transaction and a subsequent client trade occurs within the blackout period, the Chief Executive Officer in consultation with the Head of Compliance, upon a demonstration of hardship or extraordinary circumstances, may review the application of the disgorgement policy to such transaction and may select to impose alternative restrictions on the employee's personal position. 10.10.3 Trades effected by Invesco for the account of an index fund it manages in the ordinary course of such fund's investment activity will not trigger the blackout period restrictions except where client activity occurs on the same day as the personal transaction pre-clearance request. However, the addition or removal of a security from an index, thereby triggering an index SEP 2008 10 (INVESCO LOGO) STAFF ETHICS AND PERSONAL SHARE DEALING fund trade, would cause employee trades in such security to be blacked-out for the seven prior and subsequent calendar days, as described above. 10.10.4 Short Term Trading Profits. (a) It is Invesco's policy to restrict the ability of employees to benefit from short-term trading in securities and instruments. (b) Employees must disgorge profits made on the sale by an employee of any security or instrument held less than 60 days. (c) Employees will not be permitted to purchase any security or instrument that has been sold by such employee within the prior 60 days. (d) Employees may be required to disgorge profits made on the sale for his own account or in a Related Account within the 60 days period. (d) This policy applies to trading in all types of securities and instruments, except where in a particular case the local Chief Executive Officer in consultation with the Head of Compliance has made a specific finding of hardship and it can be demonstrated that no potential abuse or conflict is present (for example, when an employee's request to sell a security purchased within 60 days prior to the request is prompted by a major corporate or market event, such as a tender offer, and the security was not held in client accounts). 10.11 DEALING IN INVESCO LTD 10.11.1 The Group's Insider Trading Policy states that no employees who is aware of the material nonpublic information regarding Invesco may buy or sell securities of Invesco or engage in any other action to take personal advantage of that information. The Policy also governs certain transactions under Company-sponsored plans, including: - Stock Option Exercises. The Policy's trading restrictions generally do not apply to the exercise of a stock option. The restrictions do apply, however, to any sale of the underlying stock or to a cashless exercise of the option through a broker, as this entails selling a portion of the underlying stock to cover the costs of exercise and/or taxes. - Invesco Stock Plans. this Policy's trading restrictions apply to any elections you may make to transfer funds out of Company shares or borrow money against your Invesco stock plan if the loan will result in a liquidation of some or all of your Company stock fund balance. - Dividend Reinvestment Plan. This Policy's trading restrictions do not apply to purchases of Company shares resulting from your reinvestment of dividends paid on Company securities under any SEP 2008 11 (INVESCO LOGO) STAFF ETHICS AND PERSONAL SHARE DEALING Company dividend reinvestment plan. The trading restrictions do apply, however, to voluntary purchases of Company shares resulting from additional contributions you choose to make to any such plan, and to your election to participate in the plan or increase your level of participation in the plan. This Policy also applies to your sale of any Company shares purchased pursuant to the reinvestment plan. 10.11.2 Procedures. If you wish to purchase and/or sell Invesco Ltd's shares, you must follow the dealing procedure outlined in this Section and the Invesco Ltd's Insider Trading Policy (Appendix 10.8). You must obtained the approval from the local Chief Investment Officer (or his deputy in his absence) and local Head of Compliance (or his deputy in his absence) by completing the Pre-Clearance Personal Trade Authorisation Form (Appendix 10.2). Regarding the board of directors and executive officers (CEO, SMDs reporting directly to the CEO, and Chief Accounting Officer) as they may expose to more non-public and material information, they must obtain pre-clearance of the transaction from the Office of the General Counsel before engaging in any transaction involving Invesco securities. For details, please refer to the Addendum of the Insider Trading Policy of the Invesco Group. 10.11.3 Blackout periods. No Blackout period will be applied to Invesco staffs, except for the board of directors and executive officers, of which the Blackout period will commence on the 15th day of the third month of each fiscal quarter rather than at the end of the quarter (and will still end two business days after Invesco announces its quarterly results). For details, please refer to the Addendum of the Insider Trading Policy of the Invesco Group. 10.11.4 Please note that the Insider Dealing Policy continues to apply to your transactions in Company securities even after you have terminated employment for so long as you are in possession of material nonpublic information. 10.11.5 Prohibited Transactions in relations to Invesco's securities. According to the Insider Trading Policy, all staff's trading in Invesco's securities is subject to the following additional restrictions: - Short Sales. You may not engage in short sales of the Invesco's securities (sales of securities that are not then owned), including a "sale against the box" (a sale with delayed delivery). - Publicly Traded Options. You may not engage in transactions in publicly traded options, such as puts, calls and other derivative securities relating to the Invesco's securities, whether on an exchange or in any other organized market. SEP 2008 12 (INVESCO LOGO) STAFF ETHICS AND PERSONAL SHARE DEALING - Standing Orders. Standing orders (other than pursuant to a pre-approved trading plan that complies with SEC Rule 10b5-1) should be used only for a very brief period of time (not longer than one business day). A standing order placed with a broker to sell or purchase stock at a specified price leaves you with no control over the timing of the transaction. A standing order transaction executed by the broker when you are aware of material nonpublic information may result in unlawful insider trading. - Margin Accounts and Pledges. Securities held in a margin account or pledged as collateral for a loan may be sold without your consent by the broker if you fail to meet a margin call or by the lender in foreclosure if you default on the loan. Because a margin or foreclosure sale may occur at a time when you are aware of material nonpublic information or otherwise are not permitted to trade in Invesco securities, you are prohibited from holding Invesco securities in a margin account or pledging Invesco securities as collateral for a loan. An exception to this prohibition may be granted where you wish to pledge Invesco securities as collateral for a loan (not including margin debt) and clearly demonstrate the financial capacity to repay the loan without resort to the pledged securities. If you wish to pledge Invesco securities as collateral for a loan, you must submit a request for approval to the Legal and Compliance Department at least two weeks prior to the proposed execution of documents evidencing the proposed pledge. - Hedging Transactions. Hedging or monetization transactions, such as zero-cost collars and forward sale contracts, involve the establishment of a short position in the Invesco's securities and limit or eliminate your ability to profit from an increase in the value of the Invesco's securities. Therefore, you are prohibited from engaging in any hedging or monetization transactions involving Invesco securities. 10.12 DEALING IN INVESCO FUNDS 10.12.1 Employees are not required to seek permission to deal in units/shares of Hong Kong authorized open-ended funds managed by Invesco. 10.12.2 Employees are not required to report deals in Invesco managed Hong Kong authorized open-ended funds. The Head of Compliance will monitor such dealing on a post-deal basis by reviewing dealing records obtained from the unitholder/shareholder registry. 10.12.3 Pre-clearance authorisation for dealing in close-ended funds and non-Hong Kong authorized funds managed by Invesco is required. SEP 2008 13 (INVESCO LOGO) STAFF ETHICS AND PERSONAL SHARE DEALING 10.12.4 (a) Staff will be exempt from paying front end load, so long as the units/shares are held for a minimum period of 60 days; (b) Employees are not prevented from redeeming within the 60 day period; however at the discretion of the local Head of Compliance FEL may be charged on the subscription and redemption orders if there is a redemption within this period; (c) Full subcription payment must be made on application; no credit will be given in any circumstances; and (d) Staff should follow the relevant procedures for dealing in Invesco Funds (including the placement of deals between the hours of 9:00am to 5:00pm (Hong Kong time)). 10.12.5 After the 60 day holding period, shares/units purchased may be transferred but only to family members previously nominated on the Relationship Declaration Form on commencement of employment, after marriage or on other notified changes of family relationships. Transfers to people not nominated on the Relationship Declaration Form will not be allowed. 10.12.6 Staff will be allocated "C" shares in Invesco Funds wherever "C" shares are offered. However, transfers will be switched into "A" shares, if the value of the switch is below the normal "C" share threshold (normally USD1,000,000 or as stated in the prospectus). 10.12.7 Subscribing for shares on behalf of other people to take advantage of staff FEL concessions is strictly against company policy and offender may be subject to disciplinary action. 10.13 DEALING IN NON INVESCO FUNDS 10.13.1 Employees are not required to seek permission to deal in units/shares of open-ended funds managed by other fund managers. 10.13.2 Employees are not required to report deals in non-Invesco managed open-ended funds. 10.13.3 Pre-clearance authorisation for dealing in close-ended funds managed by other fund managers is required. 10.14 HONG KONG EMPLOYEE REFERRALS 10.14.1 Invesco employees may invite friends or family to subscribe for units in Invesco Funds. Investors referred in this manner may, at the discretion of the SEP 2008 14 (INVESCO LOGO) STAFF ETHICS AND PERSONAL SHARE DEALING Head of Investor Services, Pooled Products or his/her deputy, be offered a discount on the front end load. 10.14.2 For any subscriptions into Invesco Funds referred by an employee, the employee should put his/her name in the Agent's Stamp Box on the application form and sign the form. 10.14.3 The completed application form should be given to the Head of Investor Services, Pooled Products or his/her deputy who will decide how much discount on the FEL fee should be given to the referred investor and countersigned by the local Head of Compliance or his/her deputy. 10.14.4 The Head of Investor Services, Pooled Products or his/her deputy should write the FEL to be charged on the application form and sign to indicate his approval. 10.14.5 The approved application form should be given to the Retail Administration Department to complete the subscription. 10.15 GIFTS AND ENTERTAINMENT 10.15.1 It is required that all Invesco personnel adhere to the highest standards of ethical conduct, including sensitivity to actual or apparent conflicts of interest. The provision or receipt of gifts or entertainment can create, or can have the appearance of creating, conflicts of interest. In addition, Invesco's clients and their personnel may be subject to similar restrictions regarding the receipt of gifts or entertainment. 10.15.2 This Policy establishes minimum standards to protect our Company. If the laws or regulations establish higher standards, we must adhere to those standards. 10.15.3 For purposes of this Policy, a "Gift" is anything of value given (1) by the Company or its personnel to a Business Associate (as defined in 10.2.1), or to a member of such a person's immediate family, or (2) by a Business Associate to any Invesco personnel, or to a member of such a person's immediate family. Gifts may include, but are not limited to, personal items, office accessories and sporting equipment (e.g., golf clubs, tennis rackets, etc.). For purposes of this Policy, Gifts also include charitable contributions made to or at the request of a Business Associate. For purposes of this Policy, Gifts do not include promotional items of nominal value (e.g., golf balls, pens, etc.) that display the logo of Invesco, or of the Business Associate. 10.15.4 "Entertainment" involves attendance at activities, including but not limited to meals, sporting events, the theatre, parties or receptions, and similar functions. Entertainment requires the presence of both Invesco personnel and the Business Associate; unless personnel from both entities attend, the SEP 2008 15 (INVESCO LOGO) STAFF ETHICS AND PERSONAL SHARE DEALING activity constitutes a Gift. The value of Entertainment includes the cost of the activity itself (for example, the cost of tickets or a meal), as well as the cost of any related activities or services provided (such as prizes, transportation, and lodging in connection with the event). Entertainment does not include research or analysts meetings provided by issuers and attended by investment personnel or industry educational events sponsored by industry groups, so long as such events are for educational or research purposes. All Invesco personnel also should keep in mind that regulators may attempt to treat entertainment as "gifts" for compliance purposes, particularly where the entertainment appears excessive in value or frequency. 10.15.5 The providing or receiving of any Gift or Entertainment that is conditioned upon the Company doing business or not doing business with the Business Associate or any other person are STRICTLY PROHIBITED. 10.15.6 Gifts. An employee may not retain a gift received from a Business Associate without the approval of the Head of Department and the local Head of Compliance (see Approval Form in Appendix 10.6). Reporting and approval are required for gifts received during festive seasons, including Christmas dinner sponsor, mooncakes, hampers, and flower and fruit baskets 10.15.7 Under no circumstances, the value of gift given or received should exceed USD 200 OR HKD 1,600 PER INDIVIDUAL ANNUALLY. If the value of the gift received is not able to be determined, professional judgment should be used to determine the value of the gift. Should the value exceed USD 200 or HKD 1,600, it should be returned to the donor, passed to the Human Resources or donates to the charity. Approval from Head of Department is required for providing and receiving gift, however PRIOR APPROVAL from local Head of Compliance is not necessary. Post approval from local Head of Compliance is required. If the gift is not giving to any particular person, the gift shall be passed to Human Resources Department and distributed to the staff on a raffle basis. The gift limit is applied to each individual office. 10.15.8 Employees may not give, and must tactfully refuse, any gift of cash, a gift certificate or a gift that is substantially the same as cash. Notwithstanding this requirement, employees may give or receive Lai-See (red envelopes) at Lunar New Year of an amount not more than HK$200 each. In case the amount is more than HK$200, the case must be reported to the Head of Department and the local Head of Compliance. Due to Chinese custom, it may be difficult to return the Lai-See. Therefore, the full amount should be donated to a charitable organization in Hong Kong, and the Business Associate be informed of the donation. SEP 2008 16 (INVESCO LOGO) STAFF ETHICS AND PERSONAL SHARE DEALING 10.15.9 Gifts should not be given to an employee of any securities firm which is making a public offering of a fund advised by Invesco nor given in connection with the acquisition of a new client by Invesco. 10.15.10 Each employee is required to report annually to his/her Department Head all gifts received and made each year. The Department Head is required to report annually to the Compliance Department all gifts received and made by the Department for the whole year. The relevant forms are attached as Appendix 10.7. 10.15.11 Entertainment. Each employee is expected to use professional judgment, subject to review by his or her supervisor, in entertaining and in being entertained by a Business Associate. 10.15.12 Provided that the employee and Business Associate both attend, an employee may accept from a single business partner, or provide to a single person or a Business Partner for Entertainment of value UP TO USD 1,200 OR HKD 9,300 IN A CALENDAR YEAR. Under no circumstances, the value of the entertainment should exceed USD 400 OR HKD 3,100 PER INDIVIDUAL PER EVENT. Approval from Head of Department is required for providing and receiving entertainment, however PRIOR APPROVAL from local Head of Compliance is not necessary. Post approval from local Head of Compliance is required. If the event of the entertainment such as movie tickets is not giving to any particular employee, the event of the entertainment shall be passed to the Human Resources Department and distributed to the staff on a raffle basis. The entertainment limit is applied to each individual office. 10.16 OUTSIDE ACTIVITIES 10.16.1 In order to reduce potential conflicts of interest arising from the participation of employees on the boards of directors of public, private, non-profit and other enterprises, all employees are subject to the following restrictions and guidelines. 10.16.2 An employee may not serve as a director of a public company without the approval of the local Chief Executive Officer after consultation with the local Head of Compliance. 10.16.3 An employee may serve on the board of directors or participate as an adviser or otherwise, or advisers of a private company only if: (a) client assets have been invested in such company; and (b) service on a such board has been approved in writing by the local Chief Executive Officer. The employee must resign from such board of directors as soon as the company contemplates going public, except where the local Chief Executive Officer has determined that an employee may remain on a board. (In any event, an employee shall SEP 2008 17 (INVESCO LOGO) STAFF ETHICS AND PERSONAL SHARE DEALING not accept any compensation for serving as a director (or in a similar capacity) of such company; except with the prior written approval of the local Chief Executive Officer. (c) service on such a board is directly as a result of the employee position or status at Invesco. In this case any fees received for being a director must be reimbursed to Invesco. 10.16.4 An employee must receive prior written permission from the local Chief Executive Officer before serving as a director, trustee or member of an advisory board of either: (a) any non-profit or charitable institution; or (b) a private family-owned and -operated business. 10.16.5 If an employee serving on the board of directors or advisers of any entity comes into possession of material, nonpublic information through such service, he or she must immediately notify his or her local Head of Compliance. 10.17 ECONOMIC OPPORTUNITIES 10.17.1 An Invesco employee shall not take personal advantage of any economic opportunity properly belonging to a Invesco client or to Invesco itself. Such opportunities could arise, for example, from confidential information belonging to a client or the offer of a directorship. Employees must not disclose information relating to a client's intentions, activities or portfolios except: (a) to fellow employees, or other agents of the client, who need to know it to discharge their duties; or (b) to the client itself. 10.17.2 Employees may not cause or attempt to cause any client to purchase, sell or hold any Security in a manner calculated to create any personal benefit to the employee or Invesco. 10.17.3 If an employee or immediate family member stands to materially benefit from an investment decision for a Client that the employee is recommending or participating in, the employee must disclose that interest to persons with authority to make investment decisions or to the Head of Compliance. Based on the information given, a decision will be made on whether or not to restrict the employee's participation in causing a client to purchase or sell a Security in which the employee has an interest. SEP 2008 18 (INVESCO LOGO) STAFF ETHICS AND PERSONAL SHARE DEALING 10.17.4 Employees must disclose to those persons with authority to make investment decisions for a client (or to the Head of Compliance if the employee in question is a person with authority to make investment decisions for the client), any beneficial interest that the employee (or immediate family member) has in that Security, or in the issuer thereof, where the decision could create a material benefit to the employee (or immediate family member) or the appearance of impropriety. The person to whom the employee reports the interest, in consultation with the Head of Compliance, must determine whether or not the employee will be restricted in making investment decisions. 10.18 SANCTIONS 10.18.1 These rules will be interpreted by the local Head of Compliance, as applicable. Questions of interpretation should be directed in the first instance to the local Head of Compliance or his/her designee or, if necessary, with the Head of Compliance of another Invesco entity. 10.18.2 If advised of a violation of these rules by an employee, the local Chief Executive Officer, (in the case of the local Chief Executive Officer, the local Board of Directors) may impose such sanctions as are deemed appropriate. Any violations of these Rules and sanctions therefore will be reported to the local Board of Directors at least annually. 10.19 ANNUAL REVIEW A review will be performed at least once a year and a report will be prepared that: (a) summarises existing procedures concerning personal investing and any changes in the procedures made during the past year; (b) identifies any violations requiring significant remedied action during the past year; and (c) identifies any recommended changes in existing restrictions or procedures based on the experience under the Code involving industry practices on developments in applicable laws or regulations. 10.20 COMPANY ASSISTANCE Any person who has a question about the above Policies or its application to any proposed transaction may obtain additional guidance from the Local Compliance Department. Do not try to resolve uncertainties on your own because the rule are often complex, not always intuitive and carry severe consequences. SEP 2008 19 EX-99.P6 27 h66495aexv99wp6.txt EX-99.P6 (INVESCO LOGO) Invesco Ltd. CODE OF CONDUCT INTRODUCTION Our company's Mission "Helping People Worldwide Build Their Financial Security" is a logical beginning point for our Code of Conduct. To help guide us in achieving our Mission, Invesco has developed the following set of Principles: - We are passionate about our clients' success - We earn trust by acting with integrity - People are the foundation of our success - Working together, we achieve more - We believe in the continuous pursuit of performance excellence This Code of Conduct ("Code of Conduct" or "Code") has been created to assist us in accomplishing our Mission. It contains a number of policies and standards which, when taken together, are designed to help define the essence of the conduct of an Invesco representative. These policies and standards are also intended to provide guidance to Invesco personnel in fulfilling their obligations to comply with applicable laws, rules and regulations ("applicable laws"). This Code of Conduct applies to all officers and other employees of Invesco and its subsidiaries (collectively, "Covered Persons"). Our Principles also help define the Invesco culture. In practice, this means that our clients' interests must always come first, that Covered Persons should treat each other with respect and consideration, and that Invesco should participate as a responsible corporate citizen in every community in which it operates. This commitment is a vital part of our achieving our principal responsibility as a publicly-held company: producing a fair return on our shareholders' capital. This Code of Conduct contains broad and general principles that supplement the specific policies, procedures and training within each business unit of Invesco. Page 1 of 22 YOUR RESPONSIBLITIES One person's misconduct can damage our entire company's hard-earned reputation and compromise the public's trust in the company. Every Covered Person should therefore become familiar with this Code and abide strictly by its provisions. In brief: - It is your responsibility at all times to comply with the law and behave in an ethical manner. - This Code cannot anticipate every possible situation or cover every topic in detail. The company has established special policies to address specific subjects and will update this Code and those specific policies from time-to-time. If you are unclear about a situation, stop and ask for guidance before taking action. - Failure to obey laws and regulations violates this Code and may expose both you and the company to criminal or civil sanctions. Any violation of this Code or other company policies may result in disciplinary action, up to and including termination of employment. The company may also seek civil remedies from you and even refer criminal misconduct to law enforcement agencies. - You are responsible for reporting possible violations of this Code to the company (see below). - If you have a question about a topic covered in this Code or a concern regarding any conduct, please speak with your supervisor or with an appropriate member of the Legal and Compliance Department. - If you are aware of a violation and are uncomfortable speaking with any of these people or wish to remain anonymous, you may call the toll-free Invesco Compliance Reporting Line (the "Compliance Reporting Line"). If you are calling from a U.S. or Canadian location dial 1-866-297-3627. For calls from all other locations, dial an international operator and request a collect call to 1-704-943-1136. When asked for your name use "Invesco." (See further details below.) - If you are an attorney or an executive officer of the company, you may have additional reporting or other obligations under specific rules applicable to you, such as the POLICY FOR REPORTING BY ATTORNEYS EMPLOYED BY INVESCO LTD. AND ITS SUBSIDIARIES, and you should also comply with such rules. Page 2 of 22 STATEMENT OF GENERAL PRINCIPLES Invesco operates in a highly-regulated and complex environment. There are numerous layers of overlapping, and occasionally conflicting, laws, customs and local practices. This Code of Conduct was designed to provide all of us who are part of Invesco with a clear statement of our firm's ethical and cultural standards. We operate in major countries and securities markets throughout the world. Generally, we serve our clients as fiduciaries. Fiduciary businesses are generally held to a higher standard of conduct than other businesses, and as such there are special obligations that apply. The following key duties and principles govern our conduct as fiduciaries: - Best interests of clients - As fiduciaries, we have a duty to act with reasonable care, skill and caution in the best interests of our clients, and to avoid conflicts of interest. - Global fiduciary standards - Invesco seeks to maintain the same high fiduciary standards throughout the world, even though those standards may not be legally required, or even recognized, in some countries. - Compliance with applicable laws - We have a duty to comply with applicable laws of the jurisdictions in which we operate, and to comply with the terms of our agreements with our clients. - Client confidentiality - We must maintain the confidentiality of information relating to the client, and comply with the data protection requirements imposed by many jurisdictions. - Information - Clients must be provided with timely and accurate information regarding their accounts. - Segregation and protection of assets - Processes must be established for the proper maintenance, control and protection of client assets. Fiduciary assets must be segregated from Invesco assets and property. - Delegation of duties - Fiduciary duties should be delegated only when the client consents and where permitted by applicable law. Reasonable care, skill and caution must be exercised in the selection of agents and review of their performance. Page 3 of 22 - Client guidelines - Invesco is responsible for making investment decisions on behalf of clients that are consistent with the prospectus, contract, or other controlling document relating to the client's account. - Relations with regulators - We seek relationships with regulators that are open and responsive in nature. 1. Compliance with Laws, Rules and Regulations Invesco strives to ensure that all activity by or on behalf of Invesco is in compliance with applicable laws. Many of these applicable laws are specifically described in this Code of Conduct and in other Invesco policies and procedures. In the conduct of our business, all Covered Persons are required to comply with all applicable laws. 2. Fair and Honest Dealing Covered Persons shall deal fairly and honestly with Invesco's shareholders, customers, suppliers, competitors and employees. Covered Persons shall behave in an ethical manner and shall not take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair dealing practice. 3. Conflicts of Interest Invesco and its Covered Persons must adhere to the highest standards of honest and ethical conduct. These include, but are not limited to, sensitivity to the existence of a conflict of interest or the appearance of a conflict of interest. In the course of business, conflicts of interest can arise between the company and its clients, including investment funds, or between the interests of the company and its Covered Persons. A conflict of interest exists when a Covered Person's personal interest interferes, or appears to interfere, in any way with the interests of Invesco or its clients, or when a Covered Person otherwise takes actions or has interests that may make it difficult to perform his or her company work objectively and effectively. For example, a conflict of interest would arise if a Covered Person, or a member of his or her family, receives improper personal benefits as a result of his or her position with Invesco. All Covered Persons owe a duty of undivided and unqualified loyalty to Invesco and may not use their positions improperly to profit personally or to assist others in profiting at the expense of the company. All Covered Persons are therefore expected and required to regulate their activities so as to avoid conflicts of interest. In addition, Covered Persons shall promptly communicate to the applicable member of the Legal and Compliance Department any material transaction or relationship that reasonably could be expected to give rise to a conflict of interest so that the company and the Covered Person may take steps to minimize the conflict. Page 4 of 22 Covered Persons shall not take for personal use (or for use by a family member) any business opportunity learned of during the course of serving Invesco, using Invesco property or as a result of such individual's position with Invesco. If an employee or officer learns of a business opportunity that is within Invesco's existing or proposed lines of business, the employee or officer should inform his or her supervisor, the Legal and Compliance Department, or the Board of Directors, as appropriate, of the business opportunity and refrain from personally pursuing the matter until such time as Invesco decides to forego the business opportunity. At no time may any employee or officer utilize any Invesco property, information or position to generate personal gain or engage or participate in any business that directly competes with Invesco. While not all-inclusive, the following examples of outside financial interests will serve to illustrate some of the types of activities that might cause conflicts of interest: - Ownership or other interest in or employment by any outside concern which does business with Invesco. This does not apply to stock or other investments in a publicly-held company, provided that the stock and other investments do not, in the aggregate, exceed 5% of the outstanding ownership interests of such company. Invesco may, following a review of the relevant facts, permit ownership interests which exceed these amounts if management or the Board of Directors, as appropriate, concludes that such ownership interests will not adversely affect Invesco's business interests or the judgment of the affected Covered Person. - Conducting business, not on behalf of Invesco, with any Invesco vendor, supplier, contractor, agency, or any of their directors, officers or employees. - Representation of Invesco by a Covered Person in any transaction in which he or she, or a family member, has a substantial personal interest. - Disclosure or use of confidential, special or inside information of or about Invesco, particularly for personal profit or advantage of the Covered Person or a family member of such person. - Competition with Invesco by a Covered Person, directly or indirectly, in the purchase, sale or ownership of property or services or business investment opportunities. Sections 4, 5 and 6 describe in more detail additional areas where conflicts can arise and are of particular sensitivity. These areas include outside activities, personal share dealing, and the use of material non-public information. All Covered Persons must follow the procedures in place within their respective divisions and business units and must also be sensitive to the types of situations that can give rise to such conflicts or apparent conflicts. Page 5 of 22 4. Outside Activities and Compensation No Covered Person shall perform work or render services for any competitor of Invesco or for any organization with which Invesco does business, or which seeks to do business with Invesco, outside of the normal course of his or her employment with Invesco, without the prior written approval of the company. Nor shall any such person be a director, officer, or consultant of such an organization, or permit his or her name to be used in any fashion that would tend to indicate a business connection with such organization, without such approval. Outside organizations can include public or private corporations, partnerships, charitable foundations and other not-for-profit institutions. With the above approval, Covered Persons may receive compensation for such activities. Service with organizations outside of Invesco can, however, raise serious regulatory issues, including conflicts of interest and access to material non-public information. As an outside board member or officer, a Covered Person may come into possession of material non-public information about the outside company or other public companies. It is critical that a proper information barrier be in place between Invesco and the outside organization, and that the Covered Person does not communicate such information to other Covered Persons in violation of the information barrier. Similarly, Invesco may have a business relationship with the outside organization or may seek a relationship in the future. In those circumstances, the Covered Person must not be involved in any way in the business relationship between Invesco and the outside organization. Invesco retains the right to prohibit membership by Covered Persons on any board of directors/trustees or as an officer of an outside organization where such membership might conflict with the best interests of the company. Approval will be granted on a case-by-case basis, subject to proper resolution of potential conflicts of interest. Outside activities will be approved only if these issues can be satisfactorily resolved. 5. Personal Share Dealing Purchasing and selling securities in a Covered Person's own account, or accounts over which the Covered Person has access or control, particularly in securities owned by client accounts, can give rise to potential conflicts of interest. As fiduciaries, we are held to the highest standards of conduct. Improperly gaining advance knowledge of portfolio transactions, or conducting securities transactions based upon information obtained at Invesco, can be a violation of those standards. Every Covered Person must also comply with the specific personal trading rules in effect for the Covered Person's business unit. The Board of Directors of the company Page 6 of 22 has adopted an Insider Trading Policy ("Insider Trading Policy") that specifically governs transactions in Invesco securities, including special pre-clearance obligations and trading blackout periods for defined personnel. 6. Information Barriers and Material Non-Public Information In the conduct of our business, Covered Persons may come into possession of material non-public information. This information could concern an issuer, a client, a portfolio, the market for a particular security, or Invesco itself. All Covered Persons are prohibited from using such information in ways that violate the law, including for personal gain. Non-public information must be kept confidential, which may include keeping it confidential from other Covered Persons. The purchase or sale of Invesco's securities or the securities of other publicly-traded companies while aware of material nonpublic information about such company, or the disclosure of material nonpublic information to others who then trade in such company's securities, is prohibited by this Code of Conduct and by United States and other jurisdictions' securities laws. Invesco's Insider Trading Policy also applies to all Covered Persons. With regard to Invesco securities, the Insider Trading Policy, among other provisions, prohibits directors, officers, and other Covered Persons who are deemed to have access to material, non-public information relating to the company from trading during specified Blackout Periods (as defined therein). All Covered Persons should review the Invesco Insider Trading Policy carefully and follow the policies and procedures described therein. The failure of a Covered Person to comply with the company's Insider Trading Policy may subject him or her to company-imposed sanctions, up to and including termination for cause, whether or not the failure to comply results in a violation of law. You should seek the advice of the applicable business unit Legal and Compliance Department on any questions regarding this subject and the company's Insider Trading Policy. 7. Anti-Bribery and Dealings with Governmental Officials Special care must be taken when dealing with government customers. Activities that might be appropriate when working with private sector customers may be improper and even illegal when dealing with government employees, or when providing goods and services to another customer who, in turn, will deliver the company's product to a government end user. Many of the countries in which Invesco conducts its business prohibit the improper influencing of governmental officials or other persons by the payment of bribes, gifts, political contributions, lavish hospitality or by other means. Our policy requires adherence to those restrictions. Do not directly or indirectly promise, offer or make payment in money or anything of value to anyone, including a government official, agent or employee of a government, political party, labor organization or business entity or a candidate of a political party, or their families, with the intent to induce favorable business treatment or to improperly affect business or government decisions. This policy prohibits actions intended either to influence a specific decision or merely to enhance future relationships. In general, all Page 7 of 22 travel and entertainment that Covered Persons provide to governmental officials must be pre-approved within the appropriate business unit. If approved, a written confirmation that such expenses do not violate local law must be obtained from an appropriate third party (e.g., the business unit's legal counsel or the government official's supervisor). Covered Persons shall comply with applicable laws governing political campaign finance and lobbying activities and shall not engage in any conduct that is intended to avoid the application of such laws to activities undertaken on Invesco's behalf. In addition, appropriate executive officers shall monitor compliance with lobbyist registration and disclosure requirements by all individuals who act on behalf of Invesco. These prohibitions extend to any consultants or agents we may retain on behalf of Invesco. 8. Anti-Discrimination and Harassment Invesco is committed to providing a work environment that is free of discrimination and harassment. Such conduct, whether overt or subtle, is demeaning, may be illegal, and undermines the integrity of the employment relationship. Sexual harassment can include unwelcome sexual advances, requests for sexual favors, pressure to engage in a sexual relationship as a condition of employment or promotion, or conduct which creates a hostile or offensive work environment. Discrimination can take many forms including actions, words, jokes, or comments based upon an individual's race, citizenship, ethnicity, color, religion, sex, veteran status, national origin, age, disability, sexual orientation, marital status or other legally protected characteristic. Any Covered Person who engages in harassment or discrimination will be subject to disciplinary action, up to and including termination of employment. 9. Anti-Money Laundering In the global marketplace, the attempted use of financial institutions and instruments to launder money is a significant problem that has resulted in the passage of strict laws in many countries. Money laundering is the attempt to disguise money derived from or intended to finance illegal activity including drug trafficking, terrorism, organized crime, fraud, and many other crimes. Money launderers go to great lengths to hide the sources of their funds. Among the most common stratagems are placing cash in legitimate financial institutions, layering between numerous financial institutions, and integrating the laundered proceeds back into the economy as apparently legitimate funds. Page 8 of 22 All Covered Persons must be vigilant in the fight against money laundering, and must not allow Invesco to be used for money laundering. Each business unit has developed an anti-money laundering program that is consistent with Invesco's policy. Each Covered Person must comply with the applicable program. 10. Antitrust The laws of many countries are designed to protect consumers from illegal competitive actions such as price fixing and dividing markets. It is Invesco's policy and practice to compete based on the merits of our products and services. In order to further that policy, Covered Persons must not fix or control prices with competitors, divide up territories or markets, limit the production or sale of products, boycott certain suppliers or customers, unfairly control or restrict trade in any way, restrict a competitor's marketing practices, or disparage a competitor. Covered Persons must never discuss products, pricing or markets with competitors with the intent to fix prices or divide markets. 11. Data Privacy Data privacy, as it relates both to our clients and our employees, has become a major political and legal issue in many jurisdictions in which we do business. A variety of laws in each of those jurisdictions governs the collection, storage, dissemination, transfer, use, access to and confidentiality of personal information and patient health information. These laws can work to limit transfers of such data across borders and even among affiliated entities within Invesco. Invesco and its Covered Persons will comply with all provisions of these laws that relate to its business, including the privacy, security and electronic transmission of financial, health and other personal information. The company expects its Covered Persons to keep all such data confidential and to protect, use and disclose information in the conduct of our business only in compliance with these laws. The company will consider and may release personal information to third parties to comply with law or to protect the rights, property or safety of Invesco and its customers. In accordance with Invesco policies, each business unit has developed required disclosures and data security procedures applicable to that business unit. All Covered Persons must comply with the applicable procedures. With respect to Invesco Covered Persons, all salary, benefit, medical and other personal information relating to Covered Persons shall generally be treated as confidential. Personnel files, payroll information, disciplinary matters, and similar information are to be maintained in a manner designed to protect confidentiality in accordance with applicable laws. All Covered Persons shall exercise due care to prevent the release or sharing of such information beyond those persons who may need such information to fulfill their job functions. Notwithstanding the foregoing, all personnel information belongs solely to Invesco and may be reviewed or used by the company as needed to conduct its business. Page 9 of 22 12. Communications with the Media, Analysts and Shareholders Invesco has a long-standing policy of co-operating with the news media and the financial community. This policy is intended to enhance respect for the company, provide accurate information, and achieve our business goals. Invesco employs media relations professionals who are responsible for handling all contacts with the news media. Invesco's Communications and Public Affairs Department is responsible for formulating and directing our media relations policy worldwide. Other Invesco employees may not speak to or disseminate information to the news media unless such contact has been requested and arranged by or coordinated with an Invesco media relations professional in accordance with the company's media relations policy. Any contact from the news media should be referred promptly and without comment to an Invesco media relations professional. If you do not know the appropriate media relations professional for your unit, you can refer the contact to the Invesco Communications and Public Affairs Department. Many countries have detailed rules with regard to the dissemination of information about public companies. In particular, a public company must have procedures for controlling the release of information that may have a material impact on its share price. The Chief Executive Officer and the Chief Financial Officer are responsible for Invesco's relationships with the financial community, including the release of price sensitive information. Other Invesco employees may not speak to or disseminate information regarding the company to the financial community (including analysts, investors, shareholders, Company lenders, and rating agencies) unless such contact has been requested and arranged by the Chief Executive Officer, the Chief Financial Officer or the Investor Relations Group within the Finance Department. 13. Electronic Communications The use of electronic mail, the Internet and other technology assets is an important part of our work at Invesco. Used improperly, this technology presents legal and business risks for the company and for individual employees. There are also important privacy issues associated with the use of technology, and related regulations are evolving. In accordance with Invesco's Electronic Communications policies, all Covered Persons are required to use information technology for proper business purposes and in a manner that does not compromise the confidentiality of sensitive or proprietary information. All communications with the public, clients, prospects and fellow employees must be conducted with dignity, integrity, and competence and in an ethical and professional manner. We must not use information technology to: transmit or store materials which are obscene, pornographic, or otherwise offensive; engage in criminal activity; obtain Page 10 of 22 unauthorized access to data or files; commit copyright violations; install personal software without permission; or make Internet statements, without permission, that suggest that the user is speaking on behalf of Invesco or its affiliates. 14. Gifts and Relationships with Customers and Suppliers Invesco seeks to do business with clients and suppliers on a fair and equitable basis. We may not accept or provide gifts of other than nominal value, or lavish entertainment, or other valuable benefits or special favors to or from customers or suppliers. We must observe any limits imposed by our business unit's policies, local laws, or regulations with respect to the acceptance or provision of gifts and entertainment. 15. International Issues If you conduct business for Invesco outside of the U.S., in addition to being familiar with the local laws of the other countries involved, be sure you are familiar with the following U.S. laws and regulations. Violations of these laws can result in substantial fines, imprisonment and severe restrictions on the company's ability to do business. FOREIGN CORRUPT PRACTICES ACT The United States Foreign Corrupt Practices Act (FCPA) and similar laws in many other countries have a variety of provisions that regulate business in other countries and with foreign citizens. In essence, these laws make it a crime to promise or give anything of value to a foreign official or political party in order to obtain or keep business or obtain any improper advantage. It is also illegal to make payments to agents, sales representatives or other third parties if you have reason to believe your gift will be used illegally. Seek advice from the appropriate member of the Legal and Compliance Department for interpretation of the FCPA or similar laws if you are involved in any business dealings that involve foreign countries. ANTI-BOYCOTT LAWS From time to time, various countries may impose restrictions upon the ability of businesses in their jurisdiction to engage in commerce with designated individuals, countries or companies. These laws are commonly referred to as boycotts or trade embargoes. It may be against the law to cooperate in any boycotts between foreign countries not sanctioned by the laws of the place where your office is located. All requests for boycott support or boycott-related information must be reported to your supervisor and the member of the Legal and Compliance Department with responsibility for your office. Similarly, many countries contribute the names of criminal or terrorist organizations or individuals to a common database and require financial institutions to screen customer Page 11 of 22 lists against the database as part of their "Know Your Customer" obligations. We must be aware of, and where appropriate, adhere to any such restrictions. EMBARGO SANCTIONS The United States Treasury Department's Office of Foreign Assets Control prohibits U.S. companies and their foreign subsidiaries from doing business with certain countries and agencies and certain individuals. The laws of other countries may have similar types of prohibitions. The regulations vary depending on the country and the type of transaction and often change as countries' foreign policies change. If you are aware of any sensitive political issues with a country in which Invesco is doing or considering doing business, seek advice from the appropriate member of the Legal and Compliance Department. 16. Political Activities and Lobbying Covered Persons are encouraged to vote in elections for which they are eligible, and to make contributions supporting candidates or parties of their choice. Covered Persons are also encouraged to express their views on government, legislation and other matters of local or national interest. Many jurisdictions have imposed severe and complex restrictions on the ability of individuals and companies to make political contributions. You should assume that Invesco and its Covered Persons are generally prohibited from certain types of political activities, and you must be familiar with the rules in effect for your business unit. No Covered Person may, under any circumstances, use company funds to make political contributions without the prior written approval of a member of the Legal and Compliance Department, nor may you represent your personal political views as being those of the company. 17. Retention of Books and Records Invesco corporate records are important assets. Corporate records include essentially everything you produce as a Covered Person, regardless of its format. A corporate record may be in the form of paper, computer tapes, microfilm, e-mail, or voice mail. It may be something as obvious as a memorandum or a contract or something not as obvious, such as a desk calendar, an appointment book, or an expense record. Invesco is required by law to maintain certain types of corporate records, usually for a specified period of time. Failure to retain such documents for such minimum periods could subject Invesco to penalties and fines, cause the loss of rights, obstruct justice, place Invesco in contempt of court, or place Invesco at a serious disadvantage in litigation. However, storage of voluminous records over time is costly. Therefore, Invesco has established controls to assure retention for required periods and timely destruction of retrievable records, such as paper copies and records on computers, Page 12 of 22 electronic systems, microfiche, and microfilm. Even if a document is retained for the legally required period, liability could still result if a document is destroyed before its scheduled destruction date. Invesco and its affiliates are subject to the regulatory requirements of numerous countries and regulatory agencies. Virtually all of them have specific requirements concerning the creation, maintenance and storage of business records. Invesco expects all Covered Persons to become familiar with and fully comply with the records retention/destruction schedule for the departments and office locations for which they work. If you believe documents should be retained beyond the applicable retention period, consult with the Legal and Compliance Department. 18. Sales and Marketing Materials Invesco is committed to building sustained, open, and honest relationships with our customers, and to complying with all relevant regulatory requirements. This requires that all marketing and sales-related materials be prepared under standards approved by the Legal and Compliance Department and, prior to use, reviewed and approved by the appropriate supervisor within a business unit. Covered materials include requests for proposals, client presentations, performance summaries, advertisements, and published market commentaries. 19. Substance Abuse Invesco is committed to providing a safe and healthy work place for all employees. The use, possession, sale, transfer, purchase, or being "under the influence" of drugs at any time while on company premises or on company business is prohibited. The term "drug" includes alcoholic beverages (other than in connection with entertainment events, or in other appropriate settings), prescriptions not authorized by your doctor, inhalants, marijuana, cocaine, heroin and other illegal substances. 20. Confidential Information Confidential information includes all non-public information that might be of use to competitors, or harmful to the company or its customers, if disclosed. All information (in any form, including electronic information) that is created or used in support of company business activities is the property of Invesco. This company information is a valuable asset and Covered Persons are expected to protect it from unauthorized disclosure. This includes Invesco customer, supplier, business partner and employee data. United States (federal and state) and other jurisdictions' laws may restrict the use of such information and impose penalties for impermissible use or disclosure. Covered Persons must maintain the confidentiality of information entrusted to them by the company or its customers, vendors or consultants except when disclosure is properly authorized by the company or legally mandated. Covered Persons shall take Page 13 of 22 all reasonable efforts to safeguard such confidential information that is in their possession against inadvertent disclosure and shall comply with any non-disclosure obligations imposed on Invesco in its agreements with third parties. Information pertaining to Invesco's competitive position or business strategies, and information relating to negotiations with Covered Persons or third parties, should be protected and shared only with Covered Persons having a need to know such information in order to perform their job responsibilities. 21. Protection and Proper Use of Company Assets All Covered Persons shall strive to preserve and protect the company's assets and resources and to promote their efficient use. The standards set forth below are intended to guide Covered Persons by articulating Invesco's expectations as they relate to activities or behaviors that may affect the company's assets. Personal Use of Corporate Assets Theft, carelessness and waste have a direct impact on Invesco's profitability. Covered Persons are not to convert assets of the company to personal use. Company property should be used for the company's legitimate business purposes and the business of the company shall be conducted in a manner designed to further Invesco's interest rather than the personal interest of an individual Covered Person. Covered Persons are prohibited from the unauthorized use or taking of Invesco's equipment, supplies, materials or services. Prior to engaging in any activity on company time which will result in remuneration to the Covered Person or the use of Invesco's equipment, supplies, materials or services for personal or non-work related purposes, officers and other Covered Persons shall obtain the approval of the supervisor of the appropriate business unit. Use of Company Software Covered Persons use software programs for word processing, spreadsheets, data management, and many other applications. Software products purchased by the company are covered by some form of licensing agreement that describes the terms, conditions and allowed uses. It is the company's policy to respect copyright laws and observe the terms and conditions of any license agreements. Copyright laws in the United States and other countries impose civil and criminal penalties for illegal reproductions and use of licensed software. You must be aware of the restrictions on the use of software and abide by those restrictions. Invesco business equipment may not be used to reproduce commercial software. In addition, you may not use personal software on company equipment without prior written approval. Page 14 of 22 Computer Resources/E-mail The company's computer resources, which include the electronic mail system, belong to Invesco and not to the Covered Person. They are not intended to be used for amusement, solicitation, or other non-business purposes. While it is recognized that Covered Persons will occasionally use the system for personal communications, it is expected that such uses will be kept to a minimum and that Covered Persons will be responsible and professional in their use of e-mail. The use of the computer systems to make or forward derogatory or offensive remarks about other people or groups is prohibited. E-mail messages should be treated as any other written business communication. 22. Invesco Intellectual Property Employees and officers must carefully maintain and manage the intellectual property rights of Invesco, including patents, trademarks, copyrights and trade secrets, to preserve and protect their value. Information, ideas and intellectual property assets of Invesco are important to the company's success. Invesco's name, logo, trademarks, inventions, processes and innovations are intellectual property assets and their protection is vital to the success of the company's business. The company's and any of its subsidiaries' names, logos and other trademarks and service marks are to be used only for authorized company business and never in connection with personal or other activities unless appropriately approved and in accordance with company policy. In addition, our Covered Persons must respect the intellectual property rights of third parties. Violation of these rights can subject both you and the company to substantial liability, including criminal penalties. Any work product produced in the course of performing your job shall be deemed to be a "work made for hire" and shall belong to Invesco and is to be used only for the benefit of Invesco. This includes such items as marketing plans, product development plans, computer programs, software, hardware and similar materials. You must share any innovations or inventions you create with your supervisor so that the company can take steps to protect these valuable assets. 23. Integrity and Accuracy of Financial Records The preparation and maintenance of accurate books, records and accounts is required by law and essential to the proper discharge of financial, legal and reporting obligations. All Covered Persons are prohibited from directly or indirectly falsifying or causing to be false or misleading any financial or accounting book, record or account. In addition, all financial data must be completely and accurately recorded in compliance with applicable law and Invesco's accounting policies and procedures. A Covered Person may violate this section by acting or by failing to act when he or she becomes aware of a violation or potential violation of this section. Page 15 of 22 24. Disclosure in Reports and Documents. Filings and Public Materials. As a public company, it is important that the company's filings with the SEC and other U.S. federal, state, domestic and international regulatory agencies are full, fair, accurate, timely and understandable. The company also makes many other filings with the SEC and other U.S. and international regulatory agencies on behalf of the funds that its subsidiaries and affiliates manage. Further, the company prepares mutual fund account statements, client investment performance information, prospectuses and advertising materials that are sent out to its mutual fund shareholders and clients. Disclosure and Reporting Policy. The company's policy is to comply with all applicable disclosure, financial reporting and accounting regulations applicable to the company. The company maintains the highest commitment to its disclosure and reporting requirements, and expects and requires all Covered Persons to record information accurately and truthfully in the books and records of the company. Information for Filings. Depending on his or her position with the company, a Covered Person may be called upon to provide necessary information to assure that the company's public reports and regulatory filings are full, fair, accurate, timely and understandable. The company expects all Covered Persons to be diligent in providing accurate information to the inquiries that are made related to the company's public disclosure requirements. Disclosure Controls and Procedures and Internal Control Over Financial Reporting. Covered Persons are required to cooperate and comply with the company's disclosure controls and procedures and internal controls over financial reporting so that the company's reports and documents filed with the SEC and other U.S. federal, state, domestic and international regulatory agencies comply in all material respects with applicable laws and provide full, fair, accurate, timely and understandable disclosure. 25. Improper Influence on the Conduct of Audits Every Covered Person must deal fairly and honestly with outside accountants performing audits, reviews or examinations of Invesco's and its subsidiaries' financial statements. To that end, no Covered Person of Invesco may make or cause to be made a materially false or misleading statement (or omit facts necessary to make the statements made not misleading) in connection with an audit, review or examination of financial statements by independent accountants or the preparation of any document or report required to be filed with a governmental or regulatory authority. Covered Persons of Invesco also are prohibited from coercing, manipulating, misleading or fraudulently inducing any independent public or certified public accountant engaged in the performance or review of financial statements that are required to be filed with a Page 16 of 22 governmental or regulatory authority if he or she knows or should have known that his or her actions could result in making those financial statements materially misleading. 26. Standards for Invesco's Financial Officers Invesco's Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer (the "Financial Officers") are required to take all reasonable steps to provide full, fair, accurate, timely and understandable disclosures in the reports and documents that Invesco files with or submits to the SEC and other regulatory bodies and in other public communications made by Invesco. In the event that a Financial Officer learns that any such report, document or communication does not meet this standard and such deviation is material, then the Financial Officers are required to review and investigate such deviation, advise the Board of Directors or the Audit Committee of the Board of Directors regarding the deviation and, where necessary, revise the relevant report, document or communication. Although a particular accounting treatment for one or more of Invesco's operations may be permitted under applicable accounting standards, the Financial Officers may not authorize or permit the use of such an accounting treatment if the effect is to distort or conceal Invesco's true financial condition. The accounting standards and treatments utilized by Invesco must, in all instances, be determined on an objective and uniform basis and without reference to a single transaction or series of transactions and their impact on Invesco's financial results for a particular time period. Any new or novel accounting treatment or standard that is to be utilized in the preparation of Invesco's financial statements must be discussed with Invesco's Audit Committee and its independent auditors. 27. Policy and Procedures on Reporting Potential Material Violations Invesco strives to ensure that all activity by or on behalf of Invesco is in compliance with applicable laws. Invesco and its employees must adhere to the highest standards of honest and ethical conduct. Employees of Invesco and its subsidiaries are affirmatively required to report possible violations of the Invesco Code of Conduct, laws or regulations. If you are a Covered Person with complaints or concerns regarding: (i) violations of this Code of Conduct or the rules mentioned herein; (ii) violations of laws or regulations generally involving Invesco; or (iii) questionable accounting matters, internal accounting controls, auditing matters, breaches of fiduciary duty or violations of United States or foreign securities laws or rules (collectively "Accounting Matters"), including: Page 17 of 22 - fraud or deliberate error in the preparation, evaluation, review or audit of any financial statement of Invesco; - fraud or deliberate error in the recording and maintaining of financial records of Invesco; - deficiencies in or non-compliance with Invesco's internal accounting controls; - misrepresentation or false statements to or by a senior officer or accountant regarding a matter contained in the financial records, financial reports or audit reports of Invesco; - deviation from full and fair reporting of Invesco's financial condition; or - fraudulent or criminal activities engaged in by officers, directors or employees of Invesco; you may report your concerns in any of three ways: YOU CAN SPEAK WITH YOUR SUPERVISOR. We encourage you to first contact your immediate supervisor, who is in turn responsible for informing Invesco's Compliance Reporting Line (described below) of any concerns raised. YOU CAN SPEAK DIRECTLY WITH THE LEGAL AND COMPLIANCE OR HUMAN RESOURCES DEPARTMENTS. If you prefer not to discuss a concern with your own supervisor, you may instead contact the Legal and Compliance or Human Resources Departments directly. YOU CAN CALL OUR COMPLIANCE REPORTING LINE. You may also call the Invesco Compliance Reporting Line. If you are calling from a U.S. or Canadian location, dial 1-866-297-3627. For calls from all other locations, dial an international operator and request a collect call to 1-704-943-1136. When asked for your name use "Invesco." You can use the Compliance Reporting Line to report possible violations or to check on the status of a previously filed report. You can also report to the Compliance Reporting Line if you believe that a report previously made to company management, your supervisor, other management personnel or the Legal and Compliance or Human Resources Departments has not been addressed. The Compliance Reporting Line is administered by an outside vendor. The telephone operators for the Compliance Reporting Line have been trained to receive your call. The Compliance Reporting Line is available 24 hours a day, seven days a week. All calls will be answered by a live person. Calls are not recorded and are not able to be traced. You have the option to remain anonymous. If you remain anonymous, you will be given a numeric code so that you may call back and ask for follow up. You will be guided through the call and prompted by appropriate questions from the operator. You will be given a date on which you can call back and receive a follow up report. Once the call is completed, a report will be generated and sent to the appropriate departments within Page 18 of 22 Invesco based on the subject matter of your call. You are urged to call back for follow up, because in the event more information is required, this will be an opportunity for you to provide those details. If you report a possible violation, regardless of the method that you use to make the report, it is important that you provide as much detail as possible, including names, dates, times, locations and the specific conduct in question. Only with sufficient specific information can Invesco adequately investigate the reported action. Your submission of information will be treated in a confidential manner to the extent reasonably possible. Please note, however, that if an investigation by Invesco of the activities you have reported takes place, it may be impossible for Invesco to maintain the confidentiality of the fact of the report or the information reported. Complaints relating to Accounting Matters will be reviewed under Audit Committee direction and oversight by such persons as the Audit Committee determines to be appropriate. All other matters will be reviewed under the direction and oversight of the appropriate departments within Invesco, usually also including the Legal and Compliance Department. Prompt and appropriate corrective action will be taken when and as warranted in the judgment of the Audit Committee or other reviewing department. Invesco will not permit retribution, harassment, or intimidation of any employee who in good faith reports a possible violation. Along with the three reporting methods described above, this also includes, but is not limited to an employee who discloses information to a government or law enforcement agency, or any other national, state or provincial securities regulatory authority where the employee has reasonable cause to believe that the information discloses a violation or possible violation of federal or state law or regulation. Invesco policy also prevents any employee from being subject to disciplinary or retaliatory action by Invesco or any of its employees or agents as a result of the employee's good faith. However, employees who file reports or provide evidence which they know to be false or without a reasonable belief in the truth and accuracy of such information may be subject to disciplinary action, including termination of their employment. 28. Disclosure; Amendments To the extent required by law, the company shall publicly (e.g., in its Annual Report on Form 10-K and/or on its website) disclose this Code of Conduct and its application to all of the company's Covered Persons. Page 19 of 22 This Code may only be amended by Invesco's Board of Directors or a duly authorized committee thereof. To the extent required by law, amendments to the Code of Conduct shall be disclosed publicly. As set forth in the company's filings with the SEC, the company has elected to disclose certain amendments to the Code that affect, and any waivers of the Code granted to, Financial Officers on the company's Web site. 29. Waivers of the Code. a. Waivers for Executive Officers. Any change in or waiver of this Code for executive officers (as defined in Rule 3b-7 under the Securities Exchange Act of 1934, "Executive Officers") of the company may be made only by the Board of Directors or a committee thereof in the manner described in Section 29(d) below, and any such waiver (including any implicit waiver) shall be promptly disclosed to shareholders as required by the corporate governance listing standards of the New York Stock Exchange and other applicable laws. b. Waivers for Other Covered Persons. Any requests for waivers of this Code for Covered Persons other than Executive Officers of the company may be made to the Legal and Compliance Department in the manner described in Section 29(e) below. c. Definition of Waiver. For the purposes of the Code, the term "waiver" shall mean a material departure from a provision of the Code. An "implicit waiver" shall mean the failure of the company to take action within a reasonable period of time regarding a material departure from a provision of the Code that has been made known to an Executive Officer. d. Manner for Requesting Executive Officer Waivers. i. Request and Criteria. If an Executive Officer wishes to request a waiver of this Code, the Executive Officer may submit to the Global Compliance Director or the Legal and Compliance Department a written request for a waiver of the Code only if he/she can demonstrate that such a waiver: A. is necessary to alleviate undue hardship or in view of unforeseen circumstances or is otherwise appropriate under all the relevant facts and circumstances; B. will not be inconsistent with the purposes and objectives of the Code; C. will not adversely affect the interests of clients of the company or the interests of the company; and Page 20 of 22 D. will not result in a transaction or conduct that would violate provisions of applicable laws or regulations. ii. Discretionary Waiver and Response. The Legal and Compliance Department will forward the waiver request to the Board of Directors or a committee thereof for consideration. Any decision to grant a waiver from the Code shall be at the sole and absolute discretion of the Board of Directors or committee thereof, as appropriate. The Company Secretary will advise the Legal and Compliance Department in writing of the Board of Director's decision regarding the waiver, including the grounds for granting or denying the waiver request. The Legal and Compliance Department shall promptly advise the Executive Officer in writing of the Board of Director's decision. e. Manner for Requesting Other Covered Person Waivers. i. Request and Criteria. If a Covered Person who is a non-Executive Officer wishes to request a waiver of this Code, such Covered Person may submit to the Legal and Compliance Department a written request for a waiver of the Code only if he/she can demonstrate that such a waiver would satisfy the same criteria set forth in Section 29(d). ii. Discretionary Waiver and Response. The Legal and Compliance Department shall forward the waiver request to the General Counsel of the company for consideration. The decision to grant a waiver shall be at the sole and absolute discretion of the General Counsel of the company. The General Counsel will advise the Legal and Compliance Department in writing of his/her decision regarding the waiver, including the grounds for granting or denying the waiver request. The Legal and Compliance Department shall promptly advise the Covered Person in writing of the General Counsel's decision. 30. Internal Use. This Code is intended solely for the internal use by the company and does not constitute an admission, by or on behalf of the company, as to any fact, circumstance, or legal conclusion. CONCLUSION As Covered Persons, each of us is obligated to read and understand this Code of Conduct and our relevant business unit's policies and procedures. No code of conduct, however, can address every situation for which guidance may be necessary. If you are unclear about a situation, stop and ask for guidance before taking action. All Covered Persons are expected to abide by both the letter and spirit of this Code. Covered Page 21 of 22 Persons are also expected to perform their work with honesty and integrity in any areas not specifically addressed by the Code. Invesco will investigate reported violations of the Code and, if violations are found, may take disciplinary action, if appropriate, against the individuals involved, and may make reports, if appropriate, to civil, criminal or regulatory authorities. Nothing in this Code restricts the company from taking any disciplinary action on any matters pertaining to the conduct of a Covered Person, whether or not expressly set forth in the Code. Any questions regarding the scope or interpretation of this Code should be referred to the appropriate Compliance or Legal officer. Revised: November 2008 Page 22 of 22 INVESCO TRIMARK LTD. ADDENDUM TO THE INVESCO CODE OF CONDUCT EFFECTIVE DATE: OCTOBER 1, 2006 REVISED DATE: JULY 2008 1. INTRODUCTION Every employee of Invesco Trimark Ltd. ("Invesco Trimark") is considered an employee of Invesco and is subject to the Invesco Code of Conduct ("Invesco Code"). All officers, directors and employees of Invesco Trimark, including temporary, part-time, contract, and seasonal personnel, are expected to be familiar with the Invesco Code and this Addendum and are required to provide an annual certificate accepting the Invesco Code and this Addendum and acknowledging the obligation to abide by their terms. The Invesco Code has general application globally. It cannot address specific circumstances which may be required by local regulation or custom. This Addendum, together with the other Policies referred to below, is intended to provide supplementary guidance and more detailed procedures where needed to give effect to the Invesco Code for Invesco Trimark employees. The other Invesco Trimark policies which deal directly and in a general manner with employee conduct include: - Invesco Trimark Personal Trading Policy -- Policy D-7 - Gifts and Entertainment - Policy D-6 2. FIDUCIARY OBLIGATIONS In Invesco Trimark's capacity as a money manager, Invesco Trimark stands in a fiduciary relationship to its clients. Those clients to whom the fiduciary obligations are owed are the mutual funds and investment accounts that we manage, and the holders of fund securities or the clients in the investment accounts, as applicable. (For purposes of this Addendum, the terms "clients" and "client accounts" always refers to the investment funds that we manage or sub-advise or other accounts in respect of which Invesco Trimark has been engaged to provide money management services, and do not refer to business partners who distribute our products.) In carrying out our investment management responsibilities, Invesco Trimark must at all times act honestly, in good faith and in the best interests of our clients. This means that the interests of our clients must always and in every instance come ahead of the interests of Invesco Trimark or Invesco or of any personal interest of an employee. The fiduciary nature of our business means that our actions and our policies are governed by the principles of: - TRANSPARENCY: it is not enough that Invesco Trimark put client interests ahead of our own interests; but rather, we must be seen to do so, and the appearance of conflicts is to be avoided where possible - ACCOUNTABILITY: Invesco Trimark must account to our clients as to how we manage their money, through appropriate and clear reporting and disclosure - COMPETENCE: Invesco Trimark must act competently and with the appropriate level of care, skill and diligence in the management of client funds. Regard shall be had to these principles in the interpretation and application of the Invesco Code, this Addendum and related policies and procedures. 3. INVESCO TRIMARK PERSONAL TRADING POLICY Policy D-7, Invesco Trimark Personal Trading Policy, covers the following topics in detail and should be referred to for the definitive rules in this regard. 3.1 RESTRICTION ON THE PERSONAL TRADING ACTIVITY OF INVESCO TRIMARK EMPLOYEES Employees of Invesco Trimark may not engage in a personal securities transaction unless it has been precleared by the Invesco Trimark Compliance department following a determination that the transaction does not give rise to an actual or potential conflict of interest with activity by a client account in the same security. Employees are required to report transactions and holdings to the Invesco Trimark Compliance department on a regular basis. The pre-clearance and reporting requirements also apply to Covered Accounts. Covered Accounts are accounts which an Employee is financially interested in or controls, and may include (but are not limited to) accounts of a spouse, minor child, relative, friend or personal business associate. 4. PERSONAL CONFLICTS OF INTEREST 4.1 UNDERLYING PRINCIPLE Employees must avoid taking any actions or placing themselves in circumstances that result in an actual or potential conflict between their own personal interests and the interests of Invesco Trimark, Invesco or client accounts. Employees must never profit personally at the expense of Invesco Trimark, Invesco or client accounts, and they must refrain from deliberately or knowingly doing things, which may be otherwise detrimental to the interests of Invesco Trimark, Invesco or client accounts. Policy D-7, Invesco Trimark Personal Trading Policy, and Policy B-10, Personal Conflicts and Self- Dealing, cover certain of the following topics in detail and should be referred to for the definitive rules in that regard. 2 4.2 POSSESSION OF INSIDE INFORMATION Any director, officer or employee who possesses or believes that he or she may possess material undisclosed or non-public information about any issuer of securities which could put such person in a conflict of interest with Invesco Trimark or any of our client accounts must report the matter immediately to the Invesco Trimark Chief Compliance Officer (or designee), who will review the matter and provide further instructions as to the appropriate handling of the information. 4.3 INSIDER TRADING & TIPPING Trading on or communicating, other than to persons with a need to know, material non-public information, or inside information, of any sort, whether obtained in the course of research activities, through a client relationship or otherwise, is strictly prohibited. Invesco Trimark forbids its directors and employees from trading, either personally or on behalf of others (including client accounts managed by Invesco Trimark), on material non-public information or communicating material non-public information to others in violation of the law. The communicating or passing on of this type of information is sometimes known as "tipping" and trading on such information is "insider trading". 4.4 PERSONAL TRADING Personal securities transactions of all Employees of Invesco Trimark are subject to restrictions and preclearance, as discussed above. Personal securities transactions of independent directors of Invesco Trimark's corporate funds and members of the Invesco Trimark Fund Advisory Boards are not subject to the pre-clearance or reporting requirements, except with respect to trading in the securities of Invesco or shares of any closed-end investment company or investment trust on which such independent director may serve in a director or trustee capacity. 4.5 SHORT TERM TRADING IN MUTUAL FUNDS AND SEG FUNDS Employees are prohibited from engaging in excessive short-term trading in any investment fund or similar investment vehicle (including segregated funds and variable annuity products) for which Invesco Trimark is the manager or investment advisor or in which an Invesco Trimark fund is an ingredient, in the case of fund-of-fund products. Determination of behaviour constituting "excessive short-term trading" will be as set out in Policy D-4, Market Timing. 4.6 PERSONAL BORROWING AND LENDING Except with the prior written approval of the Invesco Trimark Compliance department, employees may not borrow from or lend personal funds or other personal property to any customer of Invesco Trimark or third party vendor who has a business relationship or potential business relationship with Invesco Trimark. This prohibition does not operate to prohibit employees borrowing from recognized financial institutions such as banks, trust companies and credit card companies with whom Invesco Trimark does or may do business. 4.7 OUTSIDE ACTIVITIES Employees may not undertake or engage in a business activity that is in competition or in conflict with Invesco Trimark's business unless they have received the written consent of the employee's manager and the approval of the Invesco Trimark Compliance department. For this purpose, "undertaking or engaging 3 in a business activity" includes any direct or indirect involvement with an enterprise for which the employee may receive financial compensation or return. A business will be deemed to be in competition or conflict with Invesco Trimark if the business offers or provides products or services of a type similar to products or services offered by Invesco Trimark or Invesco. This prohibition does not operate to prohibit employees from making personal investments in public issuers that are in a similar business to Invesco Trimark or Invesco. In addition, all Employees of Invesco Trimark are prohibited from serving as directors/trustees of organizations (including charitable organizations) except with the prior written approval of Invesco Trimark's President and Chief Executive Officer. All such requests must be submitted to the Invesco Trimark Compliance department for consideration prior to submission to Invesco Trimark's President and Chief Executive Officer. 4.8 DUAL REGISTRATION Employees who are registered with a securities regulatory authority as a representative or officer of both Invesco Trimark Ltd. and Invesco Trimark Dealer Inc. have duties and responsibilities equally to both registered entities. Dually registered employees must allocate sufficient time to support each entity and take into consideration the impact on both entities when making policy decisions. Dually registered employees must disclose in writing to their clients, at account opening and on an annual basis, the fact that the employee is registered with both Invesco Trimark Ltd. and Invesco Trimark Dealer Inc. and that there are policies and procedures in place to minimize the potential for conflicts of interest resulting from the dual registration. Employees licensed by any regulatory or professional body, are expected to adhere to any requirements imposed by those entities. Except with the prior written consent of the Chief Compliance Officer, no employee may be licensed or registered with, or as a representative of, any entity other than Invesco Trimark Ltd. and Invesco Trimark Dealer Inc. This includes but is not limited to securities dealers, scholarship plan dealers, insurance agents, real estate agents, mortgage brokers and other similar entities. 5. POLITICAL CONTRIBUTIONS AND ACTIVITY Employees, as private citizens, should feel free to exercise their rights and duties in any political or civic process. Invesco Trimark however, does not make political contributions nor does Invesco Trimark participate in political activities, at any level of government. Invesco Trimark does not make corporate donations to any political party or cause. For example: - no purchases of seats or tables at fundraising events - no contributions to political parties or candidate campaigns (includes local or municipal politics) - no use of Invesco Trimark resources (e.g. photocopying, printing, use of office space) in aid of political activity No employee may make any such political contributions on behalf of Invesco Trimark. Employees should be careful not to give the impression that personal political views and beliefs are those of Invesco Trimark. Any departure from the foregoing must receive the prior approval of the Invesco Trimark Compliance department. 4 6 LOCAL ADMINISTRATION 6.1 CODE OF ETHICS COMMITTEE Administration of the Invesco Code, this Addendum, and related policies to employees of Invesco Trimark is overseen by Invesco Trimark's Code of Ethics Committee. 6.2 CODE OF ETHICS OFFICER The Invesco Trimark Chief Compliance Officer is the Invesco Trimark designated Code of Ethics Officer. 6.3 AMENDMENTS AND MODIFICATIONS Any amendments or modifications to this Addendum are effective upon approval of the Chief Compliance Officer and the Chief Executive Officer. 5 D6. GIFTS AND ENTERTAINMENT Policy Number: D-6 Effective Date: March 2006 Revision Date: March 2008 1. OVERVIEW Invesco has in place the Invesco Gifts and Entertainment Policy which is applicable to Invesco and its individual business units worldwide. This Invesco Trimark Gifts and Entertainment Policy ("Policy") is intended to work with the Invesco Policy and supplement it with local rules. All Invesco Trimark employees, including temporary, part-time, contract, and seasonal personnel, must refrain from conduct that could give rise to the appearance of a conflict of interest. The provision or receipt of gifts or entertainment can create, or can have the appearance of creating, conflicts of interest. Employees also need to take into consideration the firm's policy on corporate expenses, which can be found on the North American Retail site on the intranet under travel and entertainment guidelines, and the firm's policy on Sales Practices, which can be found in the Invesco Trimark compliance manual under section D-2. 2. DEFINITIONS For purposes of this Policy, a GIFT is anything of value given or received involving Invesco Trimark personnel, and a person or entity that has a direct or indirect, existing or potential business relationship with Invesco Trimark (a "Business Partner"). This Policy also applies to gifts given by Invesco Trimark to family members of a Business Partner and gifts received from a Business Partner by a family member of an employee of Invesco Trimark. Business Partners specifically include broker dealers and financial advisors. Gifts may include, but are not limited to, personal items, air miles, services, office accessories, electronic equipment (e.g., iPods, MP3s, etc.), tickets (e.g., theatre, concerts, sporting events, etc.) and sporting equipment (e.g., golf clubs, tennis rackets, etc.). This Policy also applies where there is an activity or event associated with a charity and sponsorship and a business partner is invited to participate. For purposes of this Policy, gifts do not include promotional items of nominal value (approximately $20 - e.g., golf balls, pens, etc.) that display the logo of Invesco Trimark or its Invesco business units, or of its Business Partners. ENTERTAINMENT involves attendance at activities, including but not limited to meals, sporting events, the theatre, parties or receptions, and similar functions. Entertainment requires the presence of both Invesco Trimark personnel and Business Partner personnel; unless personnel from both entities attend, the activity constitutes a gift. The value of entertainment includes the cost of the activity itself (for example, the cost of tickets or a meal), as well as the cost of any related activities or services provided (such as prizes). The value of entertainment does not include the cost of overhead (such as rent or equipment rentals). 3. THRESHOLDS Employees are prohibited from giving or receiving gifts with a value of more than $250. The maximum total value of gifts received by, or given to, a business partner is $250 annually. Entertainment should not exceed $400 per business partner per event. The maximum total value of entertainment per business partner is $1,200 annually. 4. FREQUENCY Gifts and entertainment cannot be so extensive or so frequent as to cause a reasonable person to question whether the provision of the items or activity improperly influences the employee or Business Partner. 5. PROHIBITED ACTIVITIES Employees are prohibited from providing or receiving any gift or entertainment that is conditioned upon Invesco Trimark doing business with the entity or person involved. Employees are prohibited from soliciting gifts and entertainment. Employees are to immediately advise the Invesco Trimark Compliance department if a Business Partner solicits the employee for gifts and entertainment other than a charitable donation or request for sponsorship. Except with the prior approval of the Invesco Trimark Compliance department, employees cannot pay for, or accept, any travel and/or accommodation to or from a Business Partner. With respect to approved co-operative marketing practices, such as sales communications and investor seminars, where Invesco Trimark pays a portion of the cost, Invesco Trimark cannot provide gifts, other than nominal valued promotional items, to the dealer's clients. Nominal speaker gifts would be co-op eligible at approved dealer-sponsored events for financial advisors. 6. EXCEPTIONS - PRIOR APPROVAL Any exceptions to the established entertainment thresholds require prior approval from a sub-committee of the Invesco Risk Management Committee. Requests for exceptions will be considered on a case by case basis. Exception requests need to be submitted through the Invesco Trimark Compliance Department and would be placed before the sub-committee by the Invesco Global Compliance Director. Evidence of any prior approvals given must be maintained for audit purposes for a seven year period. 7. REPORTING/RECORD KEEPING Each department is responsible for keeping a record of all gifts and entertainment given or received. Minimum required information includes: date, employee name(s), business partner firm name, business partner representative name(s), description of gift or entertainment, approximate dollar value, and required approval where applicable. Promotional items of nominal value (approximately $20) and department breakfasts or lunches do not need to be recorded. Where the value of the activity or item is not readily known, the employee should record the estimated cost. 8. REVIEW AND MONITORING This Policy shall be overseen and administered by Invesco Trimark's Code of Ethics Committee, which has responsibility for the overall scope, application, and enforcement of this Policy. Invesco Trimark's Code of Ethics Committee shall receive the reports and recommendations of the Invesco Trimark Compliance department and of management from time to time and periodically update or revise this Policy as may be desirable. Each department head is expected to review the gifts and entertainment log on a regular basis in order to identify any concerns or trends. Any concerns or issues are to be brought to the attention of the Invesco Trimark Compliance department. The Invesco Trimark Compliance department will conduct a quarterly review of the gifts and entertainment log. A summary of such review, together with other relevant observations and recommendations, shall be reported to the Invesco Trimark Code of Ethics Committee. Evidence of reviews must be maintained for a minimum of seven years. ================================================================================ D7. AIM TRIMARK PERSONAL TRADING POLICY Policy Number: D-7 Effective Date: October 2006 Revision Date: March 2007 ================================================================================ 1. PURPOSE AND APPLICATION The AIM Trimark Personal Trading Policy applies to all officers, directors and employees of AIM Trimark Investments, including temporary, part-time, contract, and seasonal personnel (collectively referred to as "Employee"). For purposes of this Policy, the terms "clients" and "client accounts" always refers to the investment funds that AIM Trimark manages or sub-advises or other accounts in respect of which AIM Trimark has been engaged to provide money management services. The purpose of this Policy is to ensure the fair treatment of client accounts through the highest standard of integrity and ethical business conduct by Employees. The Policy is designed to ensure, among other things, that the personal securities transactions of all Employees are conducted in accordance with the following general principles: - A duty at all times to place the interests of client accounts first. - The requirement that all personal securities transactions be conducted in a manner that avoids any actual or potential conflict of interest or the appearance of a conflict of interest. - That Employees should not take otherwise inappropriate advantage of their positions. Employees must not use any non-public information about client accounts for their direct or indirect personal benefit or in a manner that would not be in the best interests of client accounts. Employees also must not use their position to obtain special treatment or investment opportunities not generally available to client accounts or the public. The personal trading requirements pertaining to pre-clearance, reporting and investment restrictions contained in this Policy apply to both Employees and their Covered Accounts. AIM Trimark recognizes that certain relationships with non-employees may, from time to time, present particular risks that inappropriate trading could occur. Those risks may be present, for example, through certain arrangements with consultants or independent contractors who have entered into long-term services arrangements with AIM Trimark pursuant to which they are expected to have access to non-public information in connection with those arrangements (such information may relate to AIM Trimark or some outside source, and may be obtained from AIM Trimark or some outside source). Accordingly, as part of the process for engaging the services of consultants or other independent contractors, the AIM Trimark Chief Compliance Officer shall take such steps as may be reasonably determined to be necessary or appropriate. Those steps may or may not include requiring a non-employee to agree to be bound by these procedures as if he or she were an Employee. 2. DEFINITIONS 2.1 EMPLOYEE For the purposes of this Policy the term Employee includes all officers, directors and employees of AIM Trimark Investments including temporary, part-time, contract, and seasonal personnel 2.2 COVERED ACCOUNTS A Covered Account is defined for purposes of this Policy as any account: - In which an Employee has a direct or indirect financial interest; - Over which such Employee has direct or indirect control over the purchase or sale of securities; or - In which securities are held for an Employee's direct or indirect benefit. Such Covered Accounts may include, but are not limited to, accounts of a spouse, minor child, relative, friend or personal business associate. 3. PRE-CLEARANCE REQUIREMENTS 3.1 SUBMITTING THE REQUEST TO TRADE Except where noted below, an Employee must receive the prior approval using the automated review system (Star Compliance) or from the AIM Trimark Compliance department in order to engage in a personal securities transaction. The Star Compliance system will review the trade request to determine whether or not the proposed transaction gives rise to an actual or potential conflict of interest with activity in a client account in the same security. Upon completion of the review process, the Employee will receive a time stamped response indicating whether the trade is authorized or denied. Pre-clearance will not be given if there has been a transaction by a subject client account in the same, or equivalent, security within seven (7) calendar days of the proposed personal securities transaction (the "7-Day Rule"). An equivalent security means a security that (1) is convertible into another security or (2) gives its holder the right to purchase another security of the same issuer. For example, a bond or preferred stock may be convertible into another security of the same issuer, or an option or warrant may give the holder the right to purchase stock of the same issuer. ADR and EDR shares are considered equivalent to their corresponding foreign shares. The trade approval process involves the following steps: - A trade must be entered into the Star Compliance system. - The Star Compliance system will confirm that there is no activity currently on the trading desk for the security involved in the proposed personal transaction and check the portfolio accounting system to verify that there have been no transactions for the requested security within seven calendar days. - The Star Compliance system will provide an automated response on a timely basis for all pre-approval requests indicating whether the transaction has been approved or denied. 3.2 EXECUTING APPROVED TRANSACTIONS Except as may be authorized by the Chief Compliance Officer or designate in the case of certain securities or classes of securities, all authorized personal securities transactions must be executed by the next business day. If the trade is not executed within this time period, a new pre-clearance request must be submitted. Employees will be requested to reverse any trades processed without the required pre-approval. Any costs or losses associated with the reversal are the responsibility of the Employee. 3.3 EXCEPTIONS TO PRE-CLEARANCE REQUIREMENTS Employees may trade in the following types of securities without regard to the pre-clearance procedures: - Open-end mutual funds, open-end unit investment trusts and pooled trust funds (whether or not managed or distributed by an AMVESCAP Company). - Variable annuities, variable life products, segregated funds, and other similar unit-based insurance products issued by insurance companies and insurance company separate accounts. - Securities issued or guaranteed by the Government of Canada, or the government of any province in Canada. - Securities issued or guaranteed by the Governments of the United States, United Kingdom, Germany, Japan, France and Italy. - Guaranteed Investment certificates, bank certificates of deposit other deposits with financial institutions, bankers acceptances, commercial paper and high quality short-term instruments, including repurchase agreements. - Short-term debt securities maturing in less than 91 days from their date of issue. - Physical commodities or securities relating to those commodities. - Other securities or classes of securities as the Committee may from time to time designate. Employee accounts excluded from the pre-clearance requirement are the following: - Employee share purchase plans except for the sale of the securities. - Employee stock option purchase plans except for the sale of the securities. - Accounts capable of holding only deposits or GIC's issued by a financial institution and/or mutual funds. - Fully-managed discretionary accounts subject to the conditions in 3.4 below. 3.4 MANAGED ACCOUNTS To qualify as a fully-managed discretionary account, the account must be fully "discretionary", without any influence by the Employee over individual transactions. This means that full investment discretion has been granted to an investment manager or trustee and that neither the Employee nor Covered Account person participates in the investment decisions or is informed in advance of transactions in the account. Pre-clearance is not required for transactions in a Covered Account in which an Employee is not exercising power over investment discretion including a managed account, provided that: - The account is the subject of a written contract providing for the delegation by the Employee of substantially all investment discretion to another party. - The Employee has provided the AIM Trimark Compliance department with a copy of such written agreement. - The Employee certifies in writing that he or she has not discussed, and will not discuss, potential investment decisions with the party to whom investment discretion has been delegated. - The Employee otherwise complies with the annual reporting requirement contained herein, and also provides or makes provision for the delivery to the AIM Trimark Compliance department of periodic statements of discretionary account holdings. - The foregoing exception from the pre-clearance requirement does not apply to transactions by a delegated discretionary account in shares of AMVESCAP. All employees are required to notify parties to whom they have delegated investment discretion that such discretion may not be exercised to purchase shares of AMVESCAP and that any sales of AMVESCAP shares by a Covered Account that is the subject of delegated investment discretion are subject to the pre-clearance and reporting requirements. - Discretionary managed accounts for which this exemption is available would not include ones where the accountholder has given a power of attorney (POA) to another person such as a broker for occasional discretionary trading. Discretionary accounts would include blind trusts. 4. OPTIONS TRADING In the case of personal securities transactions involving the purchase or sale of an option on an equity security, the Star Compliance system will determine whether to authorize the transaction by matching the pre-clearance request against activity in client accounts in both the option and the underlying security. This determination will not be made, and pre-clearance will not be given, if there has been a client account transaction in either the option or the underlying security within 7 calendar days of the proposed personal securities transaction. Pre-clearance is required for both the opening and closing transaction. It is the responsibility of the employee to be aware of the additional risks that can result from engaging in certain transactions. For example, if an opening options transaction is approved, the closing options transaction may not be approved or may be delayed in certain cases due to actual or apparent conflicts of interest or competing obligations that arise after the time the employee's opening transaction was approved. An employee is prohibited from purchasing or selling options on shares of AMVESCAP. 5. SHORT SALES Short sales of securities are permissible subject to the following conditions: - No short sales on AMVESCAP - No short sales on securities where there has been a trade in the same security within the last 7 days in one of the client accounts - Employees are prohibited from short-term trading; therefore, the Employee is restricted from buying back the position within 60 days. - Portfolio managers are prohibited from short selling a security if the client account the Portfolio Manager manages are long the security. - If a Portfolio Manager is selling a stock there should generally be no "short selling" allowed until that position is completely sold. This provision includes the situation where the Portfolio Manager stops selling the security for a short period, for example to let the market absorb what has been sold, and then resumes selling the position. If other client accounts hold the same security, the AIM Trimark Compliance department will review the other client accounts to determine if the other client accounts are active in the security or are going to be active. 6. RESTRICTIONS ON CERTAIN ACTIVITIES In order to avoid even the appearance of conduct that might be deemed contrary to a client's best interests, Employees are subject to the following additional restrictions and prohibitions relating to certain investment activities and related conduct as set out herein. 6.1 PROHIBITION AGAINST TRADING IN SECURITIES ON "RESTRICTED LISTS" It is recognized that there may be occasions when AMVESCAP, an AMVESCAP Company, or an Employee who is a key executive of AMVESCAP or an AMVESCAP Company, may have a special relationship with an issuer of securities. In such occasions the Board of Directors of AMVESCAP or the Code of Ethics Committee may decide to place the securities of such issuer on a "restricted list", to be maintained by the Chief Compliance Officer. Employees are prohibited from engaging in any personal securities transactions in a security on a "restricted list". 6.2 PROHIBITION AGAINST SHORT-TERM TRADING ACTIVITIES Employees are prohibited from profiting from a trade in an "opposite transaction" in the same, or equivalent, security within 60 days of its purchase or sale. This short-term trading prohibition may be waived by the AIM Trimark Compliance department in certain instances including where an employee wishes to limit his or her losses on a security with rapidly depreciating market value. Such circumstances must be disclosed at the time pre-clearance is requested. 6.3 PROHIBITION AGAINST PURCHASES IN INITIAL PUBLIC OFFERINGS Employees generally are prohibited from purchasing securities in IPOs. Employees who are not investment personnel and whose proposed IPO trade is through discretionary accounts may acquire shares in an IPO. Investment personnel are prohibited from purchases in Initial Public Offerings, even if the proposed IPO trade would be through a discretionary account, unless the person has obtained pre-clearance by the Chief Compliance Officer and Chief Investment Officer. 6.4 RESTRICTED SECURITIES ISSUED BY PUBLIC COMPANIES Generally, Employees are discouraged from investing in restricted securities of public companies including special warrant deals. Restricted securities are securities acquired in an unregistered, private sale from an issuer. An Employee may purchase such securities, however, if such purchase has been pre-cleared by the AIM Trimark Compliance department following a determination that the proposed transaction does not present any actual or potential conflict of interest. 6.5 RESTRICTIONS ON PRIVATE PLACEMENTS (INCLUDING HEDGE FUNDS) An Employee may not purchase or sell any security (e.g., stock, bond or limited partnership interest) obtained through a private placement (including the purchase or sale of an interest in a so-called "hedge fund") unless such transaction has been pre-cleared by the AIM Trimark Compliance department following a determination that the proposed transaction does not (i) present any actual or potential conflict of interest, (ii) that the issuer is a "private issuer" under securities legislation and (iii) the Employee has no reason to believe that the issuer or a related subsidiary company (whether or not such securities are of the same class as the securities held by such Employee) will make a public offering of its securities within the next twelve months. The AIM Trimark Compliance department will also review the request with the Chief Investment Officer before granting pre-clearance. The AIM Trimark Compliance department will maintain a record of the approval and the rationale supporting the purchase of the Private Placement. If pre-clearance is provided, the security will then be added to the restricted list. Further, Employees who have been authorized to acquire securities in a private placement must disclose such investment when he/she plays a part in any client account's subsequent consideration of an investment in the issuer. In such circumstances, the client account's decision to purchase securities of the issuer is subject to an independent review by investment personnel with no personal interest in the issuer. 6.6 INVESTMENT CLUBS An Employee is prohibited from participating in an investment club unless such participation has been approved by the AIM Trimark Compliance department following a determination that the following conditions have been satisfied: - The Employee's participation does not create any actual or potential conflict of interest. - The Employee does not control investment decision-making for the investment club. - The Employee has made satisfactory arrangements to ensure that duplicate trade confirmations of investment club activity and quarterly statements of investment club holdings are provided to the AIM Trimark Compliance department by brokers acting on behalf of the investment club. If participation in an investment club has been approved, all future trades will be subject to pre-clearance. 6.7 TRADING IN AMVESCAP Employees are prohibited from trading in AMVESCAP during the "Close Periods". Details of the "Close Periods" are circulated to all employees by way of the internal e- mail system and can also be found via the attached link: http://atlas.amvescap.com/ags/amv_groupservices/sec_closed.html A "Close Period" is defined by the rules as the period of 60 days prior to the announcement of the year end results and the period of 30 days prior to the announcement of the interim and quarterly results. The close period may be shorter depending on when the results are announced but cannot start until the end of the relevant reporting period. Short term trading (i.e. buying and selling within a 60 day period) in AMVESCAP, where the intention is to make a quick profit, is prohibited. 7. REPORTING REQUIREMENTS 7.1 INITIAL REPORTS Within 10 days of becoming an Employee, each Employee, using the Star Compliance system, must submit a statement containing the following information: (i) a complete list of all of his or her Covered Accounts (including the name of the broker, dealer or bank with which the Employee maintained the Account); (ii) a list of each Reportable Security (whether held through a Covered Account, in certificate form, or otherwise) in which he or she has direct or indirect beneficial ownership (e.g., that he or she owns); and (iii) the date the Employee submits the report. The statement must be current as of a date no more than 45 days prior to the date of becoming an Employee. 7.2 REPORTS OF TRADE CONFIRMATIONS AND QUARTERLY REPORTS Within 10 calendar days of settlement of each personal securities transaction involving a Reportable Security, whether the transactions had to be pre-cleared or not, the Employee engaging in the transaction must file or cause to be filed with the AIM Trimark Compliance department a duplicate copy of the broker/dealer confirmation, or such other confirmations as are available, for such transaction. In addition, except to the extent that such report would duplicate information contained in such confirmations, within 30 calendar days after the end of each calendar quarter, the Employee must submit a statement: (i) with respect to each personal securities transaction during the quarter in a Reportable Security in which the Employee had any direct or indirect beneficial ownership; (ii) with respect to any Covered Account established during the quarter, the name of the broker, dealer or bank with which the account was established, the date the account was established, and (iii) the date that the statement is submitted by the Employee. Notwithstanding the reporting requirements set forth in the previous paragraph, transactions effected pursuant to an automatic investment plan need not be reported in the quarterly statement (nor in trade confirmations in lieu of the quarterly statement). An "automatic investment plan" means any program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation. An automatic investment plan includes a dividend reinvestment plan. 7.3 ANNUAL REPORTS By January 30 of each year, each Employee must file with the AIM Trimark Compliance department an annual account statement as of December 31 of each year, (i) all Covered Accounts of such Employee (including the name of the broker, dealer or bank with which the Employee maintained the account) (ii) each Reportable Security (whether held through a Covered Account, in certificate form, or otherwise) in which he or she has direct or indirect beneficial ownership; and (iii) the date the Employee submits the account statements. Employees are encouraged to request their broker or dealer to automatically send the AIM Trimark Compliance department copies of trade confirmations and monthly account statements. By doing so, the Employee does not have to make arrangements every time to meet the ongoing quarterly and annual reporting requirements. The AIM Trimark Compliance department will review all reports submitted and report any irregularity to the Code of Ethics Committee. 7.4 REPORTABLE SECURITY For purposes of this Policy, the term "Reportable Security" means any security except the following: - Unit investment trusts (i.e., variable insurance contracts funded by insurance company separate accounts organized as unit investment trusts) invested exclusively in open-end U.S. mutual funds that are not managed or distributed by AIM Trimark or any AMVESCAP Company. - Open-end U.S. mutual funds that are not managed or distributed by AIM Trimark or any AMVESCAP Company. - Open-end Canadian mutual funds that are not managed or distributed by AIM Trimark. - Securities issued or guaranteed by (i.e., securities that are the direct obligations of) the government of the United States. - Money market funds. - Money market instruments. a money market instrument is a debt instrument that has a maturity at issuance of less than 366 days and (i) is rated in one of the two highest ratings categories by a statistical rating organization that is nationally recognized in the United States or a rating organization not affiliated with AIM Trimark and of comparable status in Canada or (ii) if not rated, is determined by AIM Trimark in good faith to be of equivalent quality such that it presents a comparable (or better) degree of safety of principal. For example, a short-term debt instrument with a rating of AA or AAA by Moody's Investors Service or AA or AAA by Standard & Poor's Corporation meets this definition of money market instrument. Typical examples of money market instruments include bankers' acceptances, bank certificates of deposit, commercial paper and repurchase agreements. 8. INDEPENDENT DIRECTORS Except as otherwise provided in the special procedures for independent directors of US Funds, personal securities transactions of independent directors of AIM Trimark or of AIM Trimark's corporate funds and members of the Fund's Advisory Boards are not subject to either the pre-clearance or reporting requirements set forth in this Policy, except with respect to personal securities transactions in the shares of AMVESCAP or shares of any closed-end investment company or investment trust served by such independent director in a director or trustee capacity. 8.1 FOR PURPOSES OF THIS EXCEPTION THE TERM "INDEPENDENT DIRECTOR" MEANS a) any director of AIM Trimark's corporate funds or members of the AIM Trimark Fund Advisory Board i) who is neither an officer nor employee of AMVESCAP or of any AMVESCAP Company, or ii) who is not otherwise "connected with" AMVESCAP or any AMVESCAP Company within the meaning of the London Stock Exchange Yellow Book; and b) any director of AIM Trimark who i) is neither an officer nor employee of AMVESCAP or of any AMVESCAP Company, ii) is not otherwise "connected with" AMVESCAP or any AMVESCAP Company within the meaning of the London Stock Exchange Yellow Book, iii) is not an interested person of a US Fund under Section 2(a)(19) of the Investment Company Act (1940) and would otherwise be required to submit a pre-clearance request or make a report solely by reason of being an AIM director and iv) does not regularly obtain information concerning the investment recommendations or decisions made by AIM Trimark on behalf of the US Funds. 8.2 SPECIAL PROCEDURES FOR INDEPENDENT DIRECTORS OF US FUNDS While an "independent director" of AIM Trimark is not deemed to be an "Employee" and consequently is not subject to most of the procedures specified in this Policy with respect to securities transactions, independent directors of AIM Trimark are subject to all of the following provisions. For purposes of this Policy, a "US Fund" is an investment fund whose activities are governed by the laws of the United States. - An independent director is expected to adhere to the insider trading requirements. - An independent director is expected to avoid engaging in any of the following actions: - Employ any device, scheme or artifice to defraud a US Fund. - Make any untrue statement of a material fact to directors, officers or agents of a US Fund or with respect to the securities or investment operations of a US Fund, or omit to state a material fact necessary in order to make such statements in light of the circumstances under which they were made, not misleading. - Engage in any act, practice or course of business that operates or would operate as a fraud or deceit on a US Fund. - Engage in any manipulative practice with respect to a US Fund. - Prior to engaging in a personal securities transaction in a security (other than in a security excluded from pre-clearance), if an independent director knows, or in the ordinary course of fulfilling his or her official duties as an independent director to AIM Trimark, should have known, that during the 15-day period immediately before the date of his or her prospective transaction in the security, (i) a US Fund purchased or sold the security or (ii) a US Fund or its adviser or sub-adviser considered purchasing or selling the security, he or she is required to do the following: not purchase or sell such security until the day next following the completion by the Fund of its transaction, unless the director has submitted a pre-clearance request and the AIM Trimark Compliance department reasonably determines that, in view of the nature of the security and the market for the security, the director's transaction is not likely to affect the price paid for or received by the Fund. Absent such a finding, if such a transaction nonetheless is placed, the transaction is considered prohibited and any profits related thereto must be disgorged (to the Fund or an appropriate charity). - If an independent director knows, or in the ordinary course of fulfilling his or her official duties as an independent director to AIM Trimark should have known, that during the 15-day period immediately before or after the date of the director's transaction in a security (other than those excluded from reporting), (i) a US Fund purchased or sold the security or (ii) a US Fund or its adviser or sub-adviser considered purchasing or selling the security, he or she is required, whether or not he or she has pre-cleared the transaction, to follow the reporting requirements as if he or she were an Employee. 9. CERTIFICATION OF COMPLIANCE By signing off on the AMVESCAP Code of Conduct and the AIM Trimark Addendum to the Code on an annual basis, Employees are also confirming adherence to this Policy. 10. OVERSIGHT This Policy shall be overseen and administered by AIM Trimark's Code of Ethics Committee, while administration of this Policy is the responsibility of the Chief Compliance Officer. 10.1 CODE OF ETHICS COMMITTEE This Policy shall be overseen and administered by AIM Trimark's Code of Ethics Committee, which has responsibility for the overall scope, application, and enforcement of this Policy. AIM Trimark's Code of Ethics Committee shall receive the reports and recommendations of the AIM Trimark Compliance department from time to time and periodically update or revise this Policy as may be desirable. Members of the Code of Ethics Committee include: - President and Chief Executive Officer - Chief Investment Officer - Executive Vice President, Sales - General Counsel - Senior Vice President, Investment Operations and Analytics - Chief Compliance Officer - Assistant Vice President, Operations Compliance - Such other members as the President and CEO may designate The Committee meets no less frequently than annually to review the Chief Compliance Officer's report and the provisions of the AMVESCAP Code of Conduct and this Policy. The Chief Compliance Officer calls other meetings of the Committee when she or he believes that a possible violation of the Code or these Procedures has occurred or that the Committee should meet for other purposes, such as to consider changes to the AIM Trimark Addendum to the AMVESCAP Code of Conduct or to this Policy. A majority of the members of the Committee will constitute a quorum, provided that the President and Chief Executive Officer are present in order to have a quorum. A majority of the members present at a meeting constitutes the vote required for any action taken by the Committee. Special meetings of the Committee may be called by any member of the Committee to discuss matters that are deemed to warrant immediate attention. 10.2 AIM TRIMARK COMPLIANCE DEPARTMENT The AIM Trimark Compliance department administers all aspects of the Policy including informing new Employees of the requirements, reviewing pre-approval requests, monitoring personal trading activity, monitoring client account activity in the same security of an approved trade for the following seven (7) calendar days to determine whether the appearance of a conflict is present, following up on reporting requirements, and record keeping. The Chief Compliance Officer or designate will provide a written report, at least annually to the Committee summarizing: - Compliance with the Policy for the period under review. - Violations of the Policy for the period under review. - Sanctions imposed under the Policy by AIM Trimark during the period under review. - Whether AIM Trimark's external investment advisors have confirmed that they have complied with the basic principles set out in this Policy in providing investment advisory services to the funds during the period under review. - Changes in procedures recommended for the Policy. - Any other information requested by the Committee. EX-99.P7 28 h66495aexv99wp7.txt EX-99.P7 (INVESCO LOGO) INVESCO CONTINENTAL EUROPE CODE OF ETHICS 1 (INVESCO LOGO) This revised Code of Ethics ('the Code') regarding ethical behaviour and conflicts of interest applies to all employees of all entities of Invesco Continental Europe ("Invesco"). It covers the following topics: - Prohibitions related to material, non-public information - Personal securities investing - Service as a director and other business opportunities and - Gifts and Entertainment Policy. This Code also imposes on employees certain restrictions and reporting obligations which are specified below. Adherence to this Code, once adopted, both letter and spirit, is a fundamental and absolute condition of employment with Invesco. It is appreciated that no Code of Ethics can address every circumstance that may give rise to a conflict, a potential conflict or an appearance of a conflict of interest. Every employee should be alert to any actual, potential or appearance of a conflict of interest with Invesco's clients and to conduct himself or herself with good judgment. Failure to exercise good judgment, as well as violations of this Code, may result in the imposition of sanctions on the employee, including suspension or dismissal. 1 STATEMENT OF GENERAL PRINCIPLES 1.1 As a fiduciary, INVESCO owes an undivided duty of loyalty to its clients. It is Invesco's policy that all employees conduct themselves so as to avoid not only actual conflicts of interest with Invesco clients, but also that they refrain from conduct which could give rise to the appearance of a conflict of interest that may compromise the trust our clients have placed in us. 1.2 The Code is designed to ensure, among other things, that the personal securities transactions of all employees are conducted in accordance with the following general principles: 1.2.1 A duty at all times to place the interests of Invesco's clients first and foremost; 1.2.2 The requirement that all personal securities transactions be conducted in a manner consistent with this Code and national legal & regulatory requirements and in such a manner as to avoid any actual, potential or appearance of a conflict of interest or any abuse of an employee's position of trust and responsibility; and 1.2.3 The requirement that employees should not take inappropriate advantage of their positions. 1.3 Invesco's policy is to avoid conflicts of interest and, where they unavoidably occur, to resolve them in a manner that clearly places our clients' interests first. 1.4 No employee should have ownership in or other interest in or employment by any outside concern which does business with Invesco Ltd. This does not apply to stock or other investments in a publicly held company, provided that the stock and other investments do not, in the aggregate, exceed 5% of the outstanding ownership interests of such company. Invesco Ltd may, following a review of the relevant facts, permit ownership interests which exceed these amounts if management or the Board of Directors, as appropriate, concludes that such ownership interests will not adversely affect Invesco Ltd's business interests or the judgment of the affected staff. (Please see the Invesco Ltd Code of Conduct). 2 (INVESCO LOGO) 2 MATERIAL, NONPUBLIC INFORMATION 2.1 Restriction on Trading or Recommending Trading Each employee is reminded that it constitutes a violation of law and/or Market Abuse regulations for any person to trade in or recommend trading in the securities of a company while in possession of material, non-public information concerning that company, or to disclose such information to any person not entitled to receive it if there is reason to believe that such information will be used in connection with a trade in the securities of that company. Violations of law and regulations may give rise to civil as well as criminal liability, including the imposition of monetary penalties or prison sentences upon the individuals involved. Persons who receive material, non-public information also may be held liable if they trade or if they do not trade but pass along such information to others who will most likely trade on such information. 2.2 What is material, non-public information? 'Material information' is any information about a company which, if disclosed, is likely to affect the market price of the company's securities or to be considered important by an average investor in deciding whether to purchase or sell those securities. Examples of information which should be presumed to be "material" are matters such as dividend increases or decreases, earnings estimates by the company, changes in the company's previously released earnings estimates, significant new products or discoveries, major litigation by or against the company, liquidity or solvency problems, extraordinary management developments, significant merger or acquisition proposals, or similar major events which would be viewed as having materially altered the "total mix" of information available regarding the company or the market for any of its securities. 2.3 'Non-public information' Non-public information - often referred to as 'inside information' - is information that has not yet been publicly disclosed. Information about a company is considered to be non-public information if it is received under circumstances which indicate that it is not yet in general circulation and that such information may be attributable, directly or indirectly, to the company or its insiders, or that the recipient knows to have been furnished by someone in breach of a fiduciary obligation. Courts have held that fiduciary relationships exist between a company and another party in a broad variety of situations involving a relationship between a company and its lawyers, investment bankers, financial printers, employees, technical advisors and others. 2.4 Information should not be considered to have been publicly disclosed until a reasonable time after it has been made public (for example, by a press release). Someone with access to inside information may not "beat the market" by trading simultaneously with, or immediately after, the official release of material information. 2.5 The responsibility of ensuring that the proposed transaction does not constitute insider dealing or a conflict with the interests of a client remains with the relevant employee and obtaining pre-clearance to enter into a transaction under Section 3.3 below does not absolve that responsibility. 2.6 Invesco is in a unique position, being privy to market research and rumours and being privy also to information about its clients which may be public companies. Invesco employees must be aware and vigilant to ensure that they cannot be accused of being a party of any 'insider dealing' or market abuse situations. 2.7 In particular, the following investment activities must not be entered into without carefully ensuring that there are no implications of insider trading: 2.7.1 Trading in shares for a client in any other client of Invesco which is quoted on a recognised stock exchange. 2.7.2 Trading in shares for a client in a quoted company where Invesco: i) obtains information in any official capacity which may be price sensitive and has not been made available to the general public. 3 (INVESCO LOGO) ii) obtains any other information which can be substantiated in connection with a quoted company which is also both price sensitive and has not been made available to the general public. 2.7.3 Manipulation of the market through the release of information to regular market users which is false or misleading about a company. 2.7.4 Release of information about a company that would have the effect of distorting the market in such a way to be considered market abuse. 2.8 Reporting Requirement Whenever an employee believes that he or she may have come into possession of material or non-public information about a public company, he or she personally must immediately notify the Compliance Department and should not discuss such information with anyone else including Invesco employees and should not engage in transactions for himself or others, including Invesco clients. 2.9 Upon receipt of such information the Compliance Department will include the company name on a 'Black list' or 'Restricted list' of which no transactions may be entered into. This list will be advised to the Equity dealing desk and no discussion will be entered into. 2.10 Confidentiality No information regarding the affairs of any client of Invesco may be passed to anyone outside Invesco unless specifically requested by law, regulation or court order. In any event, the Compliance and Legal Department must be consulted prior to furnishing such information. 2.11 Sanctions Any employee who knowingly trades or recommends trading while in possession of material, non-public information may be subject to civil and criminal penalties, as well as to immediate suspension and/or dismissal from Invesco. 3 PERSONAL INVESTING ACTIVITIES, PRE-CLEARANCE AND PRE-NOTIFICATION REQUIREMENTS 3.1 Transactions covered by this Code All transactions by employees in investments made for Covered Accounts are subject to the pre-clearance procedures, trading restrictions, pre-notification and reporting requirements described below, unless otherwise indicated. For a listing of the employee and other accounts subject to these restrictions and requirements ("Covered Accounts"), see Appendix A. 3.2 Exempt Investments Transactions in the following investments ("Exempt Investments") are not subject to the trading restrictions or other requirements of this Code and need not be pre-cleared, pre-notified or reported: 3.2.1 Registered UNAFFILIATED (e.g. Schroders) open ended Collective Investment Schemes [CIS] including; mutual funds, open-ended investment companies/ICVCs or unit trusts - but not closed-end funds, e.g. Investment Trusts; and 3.2.2 Securities which are direct obligations of an OECD country (e.g. US Treasury Bills). 3.3 Pre-Clearance 3.3.1 Prior to entering an order for a Securities Transaction in a Covered Account, the employee must complete a Trade Authorisation Form (available on the Compliance intranet site) and submit the completed form electronically to the UK Equity Dealers by e-mail. 4 (INVESCO LOGO) The Trade Authorisation Form requires employees to provide certain information and to make certain representations in connection with the specific securities transaction(s). 3.3.2 If satisfactory, then the Form will be authorised by Compliance and confirmation returned by e-mail to the individual, who will then be at liberty to deal through his or her broker within the designated timescales. 3.3.3 No order for a Securities Transaction for which pre-clearance authorisation is sought may be placed prior to the receipt of authorisation from Compliance. The authorisation and date and time of the authorisation must be reflected on the Trade Authorisation Form. The original of the completed form will be kept as part of Invesco's books and records. Further, the employee is requested to send a copy of the transaction note to UK Compliance in order to be matched to the Trade Authorisation Form. Please be advised that it is the employee's responsibility to ensure that a transaction note is sent to the UK Compliance Department to be matched against the Permission to Deal Form. Any mismatches will be reported to the local Compliance Officer. 3.3.4 If an employee receives permission to trade a security or instrument, the trade must be executed by the close of business on the next business day, unless the local Compliance Officer's authorisation to extend this period has been obtained. Permission may be granted to place "Stop loss" and limit orders but only in cases where express clearance for this type of transaction has been granted by Compliance. 3.3.5 For any transaction to buy or sell Invesco Ltd ordinary shares pre clearance needs only to be sought from Compliance. The trade authorisation form which should be completed in the way detailed above and sent to *UK- Compliance Personal Share Dealing. 3.4 Pre-Notification 3.4.1 Transactions to buy or sell Venture Capital Trust ordinary securities or to buy, sell, switch or transfer holdings in Invesco Ltd ordinary shares, Invesco funds or investment products or other affiliated schemes are subject to pre-notification directly to the Compliance Department regardless of whether the order is placed directly or through a broker/adviser. The employee must complete the relevant sections of the Trade Authorisation Form which can be found on the Compliance intranet site and send it by e-mail to the UK Equity Dealers as described in Section 3.3.1. Transactions are subject to the 60 day holding period requirements. 3.4.2 It will be necessary to send copies of contract notes to the Compliance Department. This must be done within 7 days of the transaction. 3.5 Transactions that do not need to be pre-cleared but must be reported. The pre-clearance requirements (and the trading restrictions on personal investing described below) do not apply to the following transactions: 3.5.1 Discretionary Accounts Transactions effected in any Covered Account over which the employee has no direct or indirect influence or control (a "Discretionary Account"). An employee shall be deemed to have "no direct or indirect influence or control" over an account only if all of the following conditions are met: i) investment discretion for such account has been delegated in writing to an independent fiduciary and such investment 5 (INVESCO LOGO) discretion is not shared with the employee, or decisions for the account are made by a family member or significant other and not by, or in connection with, the employee; ii) the employee (and, where applicable, the family member or significant other) certifies in writing that he or she has not and will not discuss any potential investment decisions with such independent fiduciary or household member; and iii) the Compliance Department has determined that the account satisfies the foregoing requirements. 3.5.2 Governmental Issues Investments in the debt obligations of Federal agencies or of state and municipal governments or agencies, (e.g. Essex Council Electricity Bond). 3.5.3 Non-Volitional Trades Transactions which are non-volitional on the part of the employee (such as the receipt of securities pursuant to a stock dividend or merger). 3.5.4 Automatic Transactions Purchases of the stock of a company pursuant to an automatic dividend reinvestment plan or an employee stock purchase plan sponsored by such company. 3.5.5 Rights Offerings Receipt or exercise of rights issued by a company on a pro rata basis to all holders of a class of security. Employees must, however, pre-clear transactions for the acquisition of such rights from a third party or the disposition of such rights. 3.5.6 Interests in Securities comprising part of a broad-based, publicly traded market basket or index of stocks, e.g. S & P 500 Index, FTSE 100, DAX. 3.5.7 Non-Executive Director's transactions Transactions in securities, except for Invesco Ltd shares and/or UK Investment Trusts managed by Invesco, by non-executive Directors. 3.5.8 Note that all of the transactions described in paragraphs 3.5.1. to 3.5.7 while not subject to pre-clearance are nevertheless subject to all of the reporting requirements set forth below in paragraph 7.3. 4 TRADE RESTRICTIONS ON PERSONAL INVESTING 4.1 All transactions in Covered Accounts which are subject to the pre-clearance requirements specified in this Code are also subject to the following trading restrictions: 4.1.1 Blackout Restrictions Transactions in Covered Accounts generally will not be permitted during a specific period before and after a client account trades in the same security or instrument. 4.1.2 Blackout Periods An employee may not buy or sell, or permit any Covered Account to buy or sell, a security or any instrument: i) within THREE business days before or after the day on which any client account trades in the same security or instrument or in a security convertible into or exchangeable for such security or instrument (including options) on transactions other than those covered under the paragraph below, or 6 (INVESCO LOGO) ii) within TWO business days before or after the day on which a pro rata "strip" trade, which includes such security, is made for the purpose of rebalancing client accounts. 4.1.3 Exemptions from Blackout Periods Blackout periods will no longer apply to equity transactions in "main index" constituents, i.e. FTSE 100, Dow Jones, etc, subject to a cost and proceeds limit of 35.000 EUR per transaction. Normal blackout conditions will apply to transactions outside of these criteria. If in any doubt please consult your local Compliance Officer. On a case by case basis and at the discretion of the Compliance Officer in consultation with the Chief Investment Officer, this limit may be relaxed. 4.1.4 Trades effected by Invesco for the account of an index fund it manages in the ordinary course of such fund's investment activity will not trigger the blackout period. However, the addition or removal of a security from an index, thereby triggering an index fund trade, would cause employee trades in such security to be blacked-out for the seven prior and subsequent calendar days, as described above. 4.1.5 In the event there is a trade in a client account in the same security or instrument within a blackout period, the employee may be required to close out the position and to disgorge any profit to a charitable organisation chosen by the local Board of Directors; provided, however, that if an employee has obtained pre-clearance for a transaction and a subsequent client trade occurs within the blackout period, the Chief Executive Officer in consultation with the Compliance Officer, upon a demonstration of hardship or extraordinary circumstances, may determine to review the application of the disgorgement policy to such transaction and may select to impose alternative restrictions on the employee's position. The disgorgement of profits will only apply if the total profit exceeds 150 EUR within the blackout period. 4.1.6 INVESCO LTD SHARES Pre-clearance is also required to buy or sell Invesco Ltd Shares. Permission will not be given during a' closed period' i.e., two months before the half year and year end results, one month before the first and third quarters results, are announced. A "closed period" is defined by the rules as the period of two months prior to the announcement of the year end results and the period of one month prior to the announcement of the interim and quarterly results. The closed period may be shorter depending on when the results are announced but cannot start until the end of the relevant reporting period. Full details of the Invesco Ltd stock transaction Pre-Clearance Guide and restrictions for all employees of Invesco Ltd can be found on the Compliance intranet site. 4.1.7 INVESCO INVESTMENT TRUSTS Staff dealing in Invesco Investment Trusts will also be subject to closed periods as dictated by each of the Trusts. 4.1.8 UK ICVCS, THE OFFSHORE GLOBAL PRODUCT RANGE (GPR) and other affiliated schemes are subject to the Short Term Trading restrictions (60 day rule - see 4.1.9). The preferential rate of sales commission allowed to staff will be withdrawn in circumstances where it is apparent that the employee has traded on a short term basis in those shares/units i.e. where previous transactions by that person have resulted in the short term holding of those investments. Shares/Units of UK ICVCs, the GPR and affiliated schemes will not be accepted for redemption if the funds themselves are closed for redemption due to the effects of subsequent market or currency movements. 4.1.9 Short Term Trading Profits 7 (INVESCO LOGO) It is Invesco's policy to restrict the ability of employees to benefit from short-term trading in securities and instruments. Employees must disgorge profits made on the sale by an employee of any security or instrument held less than 60 days and will not be permitted to purchase any security or instrument that has been sold by such employee within the prior 60 days. Employees are required to disgorge profits made on the sale in a Covered Account within the 60 days period. Exceptions may be granted by the Compliance Department on a case by case basis. This policy applies to trading in all types of securities and instruments, except where in a particular case the local Chief Executive Officer in consultation with the Compliance Officer has made a specific finding of hardship and it can be demonstrated that no potential abuse or conflict is presented (for example, when an employee's request to sell a security purchased within 60 days prior to the request is prompted by a major corporate or market event, such as a tender offer, and the security was not held in client accounts). To clarify this also applies to non affiliated mutual funds. 4.1.10 Initial Public Offerings No employee may purchase or permit any Covered Account to purchase a security offered pursuant to an initial public offering, wherever such offering is made except in a Venture Capital Trust. However, in certain circumstances an employee may be permitted to buy an IPO for example where the public offering is made by a Government of where the employee is resident and different amounts of the offering are specified for different investor types e.g. private and institutional, the local Compliance Officer may allow such purchases after consultation with the local Chief Executive Officer or his designee. 4.1.11 Privately-Issued Securities Employees may not purchase or permit a Covered Account to purchase or acquire any privately-issued securities, other than in exceptional cases specifically approved by the local Chief Executive Officer (e.g., where such investment is part of a family-owned and operated business venture that would not be expected to involve an investment opportunity of interest to any Invesco client). Requests for exceptions should be made in the first instance to the local Compliance Officer. 4.1.12 Private Investment Funds Employees, however, may invest in interests in private investment funds (i.e., hedge funds) that are established to invest predominantly in public securities and instruments, subject to the pre-clearance procedures, trading restrictions and reporting requirements contained in this Code. Employees may also invest in residential co-operatives and private recreational clubs (such as sports clubs, country clubs, luncheon clubs and the like) for their personal use; such investments are not subject to the pre-clearance procedures, trading restrictions and reporting requirements unless the employee's investing is part of a business conducted by the employee. Such ownership should be reported to the Compliance Officer. 4.1.13 Short Sales An employee may not sell short a security unless this is specifically related to personal taxation issues. Requests for exceptions should be made to the local Compliance Officer. 4.1.14 Financial Spread Betting Employees may not enter into Financial Spread betting arrangements. The potential problematical issues to both the employee and Invesco that could arise if the market were to move in the wrong direction are considered unacceptable and therefore prohibited. 4.1.15 Futures Employees may not write, sell or buy exchange-traded futures, synthetic futures, swaps and similar non-exchange traded instruments. 8 (INVESCO LOGO) 4.1.16 Exceptions The Chief Executive Officer or his designee in consultation with the Compliance Officer may in rare instances grant exceptions from these trading restrictions upon written request. Employees must demonstrate hardship or extraordinary circumstances. Any exceptions granted will be reported to the local Board of Directors at least annually. Additionally if a local Board or its designee wish to impose additional restrictions these should be communicated to the staff. 5 ECONOMIC OPPORTUNITIES, CONFIDENTIALITY AND OUTSIDE DIRECTORSHIPS 5.1 Monitoring the use of the name of Invesco To be able to fully monitor the appearance of the name of Invesco, any employee's activities on behalf of Invesco such as the participation in an industry body or an external consulting group need to be pre-cleared to the local Compliance Officer and the local CEO. 5.2 Avoiding conflicts of interests In order to reduce potential conflicts of interest arising from the participation of employees on the boards of directors of public, private, non-profit and other enterprises, all employees are subject to the following restrictions and guidelines: 5.2.1 An employee may not serve as a director of a public company without the approval of the local Chief Executive Officer after consultation with the local Compliance Officer. 5.2.2 An employee may serve on the board of directors or participate as an adviser or otherwise, or advisers of a private company only if: (i) client assets have been invested in such company and having a seat on the board would be considered beneficial to our clients interest; and (ii) service on such board has been approved in writing by the local Chief Executive Officer. The employee must resign from such board of directors as soon as the company contemplates going public, except where the local Chief Executive Officer in consultation with the Compliance Officer has determined that an employee may remain on a board. In any event, an employee shall not accept any compensation for serving as a director (or in a similar capacity) of such company; any compensation offered shall either be refused or, if unable to be refused, distributed pro rata to the relevant client accounts. 5.2.3 An employee must receive prior written permission from the Chief Executive Officer or his designee before serving as a director, trustee or member of an advisory board of either: (i) any non-profit or charitable institution; or (ii) a private family-owned and operated business. 5.2.4 An employee may serve as an officer or director of a residential co-operative, but must receive prior written permission from the local Chief Executive Officer and the local Compliance Department before serving as a director if, in the course of such service, he or she gives advice with respect to the management of the co-operative's funds. 9 (INVESCO LOGO) 5.2.5 If an employee serving on the board of directors or advisers of any entity comes into possession of material, non-public information through such service, he or she must immediately notify the local Compliance Officer. 5.2.6 An Invesco employee shall not take personal advantage of any economic opportunity properly belonging to an Invesco Client or to Invesco itself. Such opportunities could arise, for example, from confidential information belonging to a client or the offer of a directorship. Employees must not disclose information relating to a client's intentions, activities or portfolios except: i) to fellow employees, or other agents of the client, who need to know it to discharge their duties; or ii) to the client itself. 5.2.7 Employees may not cause or attempt to cause any Client to purchase, sell or hold any Security in a manner calculated to create any personal benefit to the employee or Invesco. 5.2.8 If an employee or immediate family member stands to materially benefit from an investment decision for an Advisory Client that the employee is recommending or participating in, the employee must disclose that interest to persons with authority to make investment decisions and to the local Compliance Officer. Based on the information given, a decision will be made on whether or not to restrict the employee's participation in causing a client to purchase or sell a Security in which the employee has an interest. 5.2.9 An employee must disclose to those persons with authority to make investment decisions for a Client (or to the Compliance Officer if the employee in question is a person with authority to make investment decisions for the Client), any Beneficial Interest that the employee (or immediate family) has in that Security or an Equivalent Security, or in the issuer thereof, where the decision could create a material benefit to the employee (or immediate family) or the appearance of impropriety. The person to whom the employee reports the interest, in consultation with the Compliance Officer, must determine whether or not the employee will be restricted in making investment decisions. 6 CLIENT INVESTMENTS IN SECURITIES OWNED BY INVESCO EMPLOYEES 6.1 General principles In addition to the specific prohibitions on certain personal securities transactions as set forth herein, all employees are prohibited from: 6.1.1 Employing any device, scheme or artifice to defraud any prospect or client; 6.1.2 Making any untrue statement of a material fact or omitting to state to a client or a prospective client, a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading; 6.1.3 Engaging in any act, practice or course of business which operates or would operate as a fraud or deceit upon any prospect or client; 6.1.4 Engaging in any manipulative practice with respect to any prospect or client; or 6.1.5 Revealing to any other person (except in the normal course of his or her duties on behalf of a client) any information regarding securities transactions by any client or the consideration of any client or Invesco of any securities transactions. 10 (INVESCO LOGO) 7 REPORTS 7.1 IN ORDER TO IMPLEMENT THE GENERAL PRINCIPLES, RESTRICTIONS AND PROHIBITIONS CONTAINED IN THIS CODE, EACH EMPLOYEE IS REQUIRED TO FILE THE FOLLOWING PERIODIC REPORTS: 7.2 Initial Certification and Schedules. Within 10 business days of commencing employment at Invesco, each new employee shall submit to the Compliance Department: 7.2.1 a signed Initial Certification of Compliance with the Invesco Code and 7.2.2 schedules listing (i) all Covered Accounts and (ii) directorships (or similar positions) of for-profit, non-profit and other enterprises. 7.3 Confirmations and Monthly Statements Each employee shall cause to be provided to the Compliance Department where an outside broker undertakes the transaction: 7.3.1 Duplicate copies of confirmations of all transactions in each Covered Account or 7.3.2 Not later than 10 days after the end of each month, monthly statements (if any are regularly prepared) for each Covered Account. 7.4 Annual Certification Each employee shall provide, or cause to be provided, to the Compliance Department, not later than 10 days after the end of each annual period, a signed annual Certification of Compliance with the Invesco Code containing: 7.4.1 To the extent not included in the foregoing monthly statements, a schedule listing: i) all Covered Accounts and any other transactions not included in the monthly statements; and ii) directorships (or similar positions) of for-profit, non-profit and other enterprises. iii) A copy of an annual statement of the custody account. 7.4.2 A schedule listing directorships (or similar positions) of for-profit, non-profit and other enterprises; 7.4.3 With respect to Discretionary Accounts, if any, certifications that such employee does not discuss any investment decisions with the person making investment decisions; and 7.4.4 With respect to any non-public security owned by such employee, a statement indicating whether the issuer has changed its name or publicly issued securities during such calendar year. 7.5 Exempt Investments Confirmations and periodic reports need not be provided with respect to Exempt Investments, (see 3.2). 7.6 Disclaimer of Beneficial Ownership Any report required under this Code may contain a statement that such report is not to be construed as an admission by the person making the report that he or she has any direct and indirect beneficial ownership of the security to which the report relates. 7.7 Annual Review 11 (INVESCO LOGO) The Director of European Compliance in consultation with the local Compliance Officers will review the Code as necessary, in light of legal and business developments and experience in implementing the Code, and will prepare a report to the relevant management committee that: 7.7.1 summarizes existing procedures concerning personal investing and any changes in the procedures made during the past year, 7.7.2 identifies any violations requiring significant remedial action during the past year, and 7.7.3 identifies any recommended changes in existing restrictions or procedures based on the experience under the Code, evolving industry practices, or developments in applicable laws or regulations. 8 TRAINING REQUIREMENTS In order to make sure that every employee is fully aware of the current rules and guidelines as well as changes in the local regulatory environment, he has to participate in compliance and anti money laundering training at least once a year. Several of these trainings will be provided in the local offices by the Compliance Officer and the AML Officer. 9 GIFTS AND ENTERTAINMENT In order to minimize any conflict, potential conflict or appearance of conflict of interest, employees are subject to the restrictions and guidelines with respect to gifts made to or received from, and entertainment with, a person that does business with or provides services to Invesco, that may do business or is being solicited to do business with Invesco or that is associated with an organisation that does or seeks to do business with Invesco (a "Business Associate"). The restrictions and guidelines can be found in the "Gifts and Entertainment Policy", which is available in the Compliance section of the Intranet. 10 MISCELLANEOUS 10.1 Interpretation The provisions of this Code will be interpreted by the local Compliance Officer, as applicable. Questions of interpretation should be directed in the first instance to the local Compliance Officer or his/her designee or, if necessary, with the Compliance Officer of another Invesco entity. The interpretation of the local Compliance Officer is final. 10.2 Sanctions If advised of a violation of this Code by an employee, the local Chief Executive Officer (or, in the case of the local Chief Executive Officer, the local Board of Directors) may impose such sanctions as are deemed appropriate. Any violations of this Code and sanctions therefore will be reported to the local Board of Directors at least annually. 10.3 Effective Date This revised Code shall become effective as of 1 MARCH, 2008. 12 (INVESCO LOGO) Specific Provisions for EMPLOYEES OF INVESCO REAL ESTATE GMBH and EMPLOYEES ASSOCIATED WITH REAL ESTATE TRANSACTIONS undertaken by Invesco: 11 GUIDELINES FOR COMPLIANCE IN REAL ESTATE INVESTMENTS 11.1 The purpose of this section is to ensure all personal real estate transactions of employees are conducted - to place the interests of Invesco's clients first, - to avoid any actual, potential or appearance of a conflict of interest, - to avoid any abuse of an employee's position of trust and responsibility and - to avoid the possibility that employees would take inappropriate advantage of their positions. 11.2 The requirements in these sections are an addition to rather than a substitute of all other requirements made in the Code of Ethics. RESTRICTIONS Any employee who: - knowingly invests in real estate or recommends investments in real estate while in possession of material, non-public information, - informs somebody (outside of Invesco or the client) about a real estate investment or about a client using information he has received through his employment with Invesco may be subject to civil and criminal penalties, as well as to immediate suspension and/or dismissal from Invesco. These restrictions also apply to investments undertaken by third parties on the employee's account or by the employee for another person. DEFINITION 'Material information' is any information about a real estate investment which, if disclosed, is likely to affect the market price of a real estate investment. Examples of information which should be presumed to be "material" are matters such as income from property, pollution of the premises, earnings estimates of a real estate project development plans or changes of such estimates, or forthcoming transformation of land into building land prior to public planning. 'Non-public information' is information that is not provided by publicly available sources. Information about a real estate investment is considered to be non-public if it is received under circumstances which indicate that such information may be attributable, directly or indirectly, to any party involved in the real estate project or its insiders, or that the recipient knows to have been furnished by someone in breach of a fiduciary duty. An example of non-public information related to real estate investments is the desire or need of a client to sell a real estate investment. In particular, the following activities must not be entered into without carefully ensuring that there are no implications of insider trading and no appearance of a conflict of interest: 1. Personally investing in real estate for a client when another client or a business partner of Invesco is involved in setting up and selling the investment. I.e. as an intermediary or a financier. 2. Entering into a private real estate transaction when any cost or fees brought forth by it are other than at arm's length. 3. Taking personal advantage of any economic opportunity properly belonging to an Invesco Client or to Invesco itself. 13 (INVESCO LOGO) 4. Investing in real estate for a client where Invesco has access to information which may be price sensitive. 5. Manipulation of the market through the release of information to regular market users which is false or misleading about a company or a real estate investment. 6. Release of any information (except in the normal course of his or her duties as an employee of Invesco) about a client's considerations of a real estate investment. 7. Personally engaging in real estate investments and thereby using information received through the employment with Invesco. PERSONAL INVESTING ACTIVITIES, PRE-CLEARANCE AND PRE-NOTIFICATION Prior to engaging in any private real estate transaction the employee must fully disclose the transaction to the local compliance officer along with details of any non-public information held by the employee. Further detail may be requested by Compliance including an independent valuation or confirmation of purchase price. It will only be permitted if it is not contrary to the interests of Invesco or the clients of Invesco. In the event that such an engagement was entered into before the employee has joined Invesco and it is a commercial investment (not inhabited by the employee or family members), it must be disclosed upon employment. Disclosure of the transaction is also required if the employee acts as an authorised agent or if the transaction is undertaken by a third party for the account of the employee. Compliance will without delay inform the employee about the decision. If the permission for a particular investment is given, a time limit of one year applies to the actual engagement in this specific investment. EXEMPTIONS If investment discretion for an investment has been delegated in writing to an independent fiduciary and such investment discretion is not shared with the employee, or decisions for the account are made by a family member or significant other and not by, or in connection with, the employee. 14 (INVESCO LOGO) APPENDIX A PAGE 1 OF 2 PROCEDURES TO DEAL FOR INVESCO EUROPE 1 The procedures to deal are as follows: A: Obtain the Pre-Clearance Trade Authorisation Form from the "forms" section of the Compliance Intranet site. B: Complete Trade Authorisation Form noting: i) permission sought to either buy or sell; ii) the amount in shares or currency; iii) is the transaction an Invesco ICVC/ISA/PEP or affiliated scheme - yes or no - if yes, then you will have to submit your pre-clearance form to *UK- Compliance Personal Share Dealing e-mail group - if no, then pre-clearance is not required; iv) type of security; v) name of company or other; vi) date of request to deal; vii) name of beneficial owner; and viii) address of beneficial owner. Then complete each of the questions in connection with the transaction you require completed - "yes" or "no" answers will be required. C: For Venture Capital Trust ordinary securities or for Invesco ICVC/PEP/ISA/Mutual Fund Trades, you should now only complete section Two. Once you have answered both questions, the pre-clearance form must be submitted to the e-mail *UK- COMPLIANCE PERSONAL SHARE DEALING - Compliance will review the prospective transaction and revert to you by e-mail. Once you have received this confirmation e-mail you are free to deal. However, the trade must be completed by the end of the next business day from the date of confirmation. If you wish to sell/buy INVESCO shares you should complete Section two as noted above. D: For Equity, Bond or Warrant deals, obtain pre-clearance to deal from the UK Investment Dealers by submitting the completed pre-clearance form by e-mail to - *UK- INVEST. DEALERS. E: Once the UK Investment Dealers have authorised the pre-clearance form, they will send the form on by e-mail to the Compliance Department for additional authorisation. UK Investment Dealers will send the form by e-mail to *UK- COMPLIANCE PERSONAL SHARE DEALING. Once Compliance have completed their checks, they will authorise the pre-clearance form and send back to the originator. The originator then has until close of business the day after pre-clearance is granted to deal. IF DEALING IS NOT COMPLETED IN THIS TIME FRAME, THEN ADDITIONAL PRE-CLEARANCE MUST BE SOUGHT VIA THE SAME PROCESS. 15 (INVESCO LOGO) APPENDIX A PAGE 2 OF 2 F: Once authority has been granted from the UK Investment Dealers and Compliance, the originator must also send a copy of the completed form to Elaine Coleman in Henley Compliance, who will enter the authority in the Personal Share Dealing Register. G: A copy of the contract note must also be sent to Compliance. NB PERMISSION TO DEAL WILL NOT BE GRANTED RETROSPECTIVELY. DEALS UNDERTAKEN WITHOUT PERMISSION WILL BE BROUGHT TO THE COMPLIANCE OFFICER'S ATTENTION, BY A REVIEW OF THE PERSONAL SHARE DEALING REGISTER, FOR DISCUSSION WITH THE PERSON CONCERNED. 16 EX-99.P8 29 h66495aexv99wp8.txt EX-99.P8 (INVESCO LOGO) Invesco Ltd. CODE OF CONDUCT INTRODUCTION Our company's Mission "Helping People Worldwide Build Their Financial Security" is a logical beginning point for our Code of Conduct. To help guide us in achieving our Mission, Invesco has developed the following set of Principles: - We are passionate about our clients' success - We earn trust by acting with integrity - People are the foundation of our success - Working together, we achieve more - We believe in the continuous pursuit of performance excellence This Code of Conduct ("Code of Conduct" or "Code") has been created to assist us in accomplishing our Mission. It contains a number of policies and standards which, when taken together, are designed to help define the essence of the conduct of an Invesco representative. These policies and standards are also intended to provide guidance to Invesco personnel in fulfilling their obligations to comply with applicable laws, rules and regulations ("applicable laws"). This Code of Conduct applies to all officers and other employees of Invesco and its subsidiaries (collectively, "Covered Persons"). Our Principles also help define the Invesco culture. In practice, this means that our clients' interests must always come first, that Covered Persons should treat each other with respect and consideration, and that Invesco should participate as a responsible corporate citizen in every community in which it operates. This commitment is a vital part of our achieving our principal responsibility as a publicly-held company: producing a fair return on our shareholders' capital. This Code of Conduct contains broad and general principles that supplement the specific policies, procedures and training within each business unit of Invesco. Page 1 of 22 YOUR RESPONSIBLITIES One person's misconduct can damage our entire company's hard-earned reputation and compromise the public's trust in the company. Every Covered Person should therefore become familiar with this Code and abide strictly by its provisions. In brief: - It is your responsibility at all times to comply with the law and behave in an ethical manner. - This Code cannot anticipate every possible situation or cover every topic in detail. The company has established special policies to address specific subjects and will update this Code and those specific policies from time-to-time. If you are unclear about a situation, stop and ask for guidance before taking action. - Failure to obey laws and regulations violates this Code and may expose both you and the company to criminal or civil sanctions. Any violation of this Code or other company policies may result in disciplinary action, up to and including termination of employment. The company may also seek civil remedies from you and even refer criminal misconduct to law enforcement agencies. - You are responsible for reporting possible violations of this Code to the company (see below). - If you have a question about a topic covered in this Code or a concern regarding any conduct, please speak with your supervisor or with an appropriate member of the Legal and Compliance Department. - If you are aware of a violation and are uncomfortable speaking with any of these people or wish to remain anonymous, you may call the toll-free Invesco Compliance Reporting Line (the "Compliance Reporting Line"). If you are calling from a U.S. or Canadian location dial 1-866-297-3627. For calls from all other locations, dial an international operator and request a collect call to 1-704-943-1136. When asked for your name use "Invesco." (See further details below.) - If you are an attorney or an executive officer of the company, you may have additional reporting or other obligations under specific rules applicable to you, such as the POLICY FOR REPORTING BY ATTORNEYS EMPLOYED BY INVESCO LTD. AND ITS SUBSIDIARIES, and you should also comply with such rules. Page 2 of 22 STATEMENT OF GENERAL PRINCIPLES Invesco operates in a highly-regulated and complex environment. There are numerous layers of overlapping, and occasionally conflicting, laws, customs and local practices. This Code of Conduct was designed to provide all of us who are part of Invesco with a clear statement of our firm's ethical and cultural standards. We operate in major countries and securities markets throughout the world. Generally, we serve our clients as fiduciaries. Fiduciary businesses are generally held to a higher standard of conduct than other businesses, and as such there are special obligations that apply. The following key duties and principles govern our conduct as fiduciaries: - Best interests of clients - As fiduciaries, we have a duty to act with reasonable care, skill and caution in the best interests of our clients, and to avoid conflicts of interest. - Global fiduciary standards - Invesco seeks to maintain the same high fiduciary standards throughout the world, even though those standards may not be legally required, or even recognized, in some countries. - Compliance with applicable laws - We have a duty to comply with applicable laws of the jurisdictions in which we operate, and to comply with the terms of our agreements with our clients. - Client confidentiality - We must maintain the confidentiality of information relating to the client, and comply with the data protection requirements imposed by many jurisdictions. - Information - Clients must be provided with timely and accurate information regarding their accounts. - Segregation and protection of assets - Processes must be established for the proper maintenance, control and protection of client assets. Fiduciary assets must be segregated from Invesco assets and property. - Delegation of duties - Fiduciary duties should be delegated only when the client consents and where permitted by applicable law. Reasonable care, skill and caution must be exercised in the selection of agents and review of their performance. Page 3 of 22 - Client guidelines - Invesco is responsible for making investment decisions on behalf of clients that are consistent with the prospectus, contract, or other controlling document relating to the client's account. - Relations with regulators - We seek relationships with regulators that are open and responsive in nature. 1. Compliance with Laws, Rules and Regulations Invesco strives to ensure that all activity by or on behalf of Invesco is in compliance with applicable laws. Many of these applicable laws are specifically described in this Code of Conduct and in other Invesco policies and procedures. In the conduct of our business, all Covered Persons are required to comply with all applicable laws. 2. Fair and Honest Dealing Covered Persons shall deal fairly and honestly with Invesco's shareholders, customers, suppliers, competitors and employees. Covered Persons shall behave in an ethical manner and shall not take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair dealing practice. 3. Conflicts of Interest Invesco and its Covered Persons must adhere to the highest standards of honest and ethical conduct. These include, but are not limited to, sensitivity to the existence of a conflict of interest or the appearance of a conflict of interest. In the course of business, conflicts of interest can arise between the company and its clients, including investment funds, or between the interests of the company and its Covered Persons. A conflict of interest exists when a Covered Person's personal interest interferes, or appears to interfere, in any way with the interests of Invesco or its clients, or when a Covered Person otherwise takes actions or has interests that may make it difficult to perform his or her company work objectively and effectively. For example, a conflict of interest would arise if a Covered Person, or a member of his or her family, receives improper personal benefits as a result of his or her position with Invesco. All Covered Persons owe a duty of undivided and unqualified loyalty to Invesco and may not use their positions improperly to profit personally or to assist others in profiting at the expense of the company. All Covered Persons are therefore expected and required to regulate their activities so as to avoid conflicts of interest. In addition, Covered Persons shall promptly communicate to the applicable member of the Legal and Compliance Department any material transaction or relationship that reasonably could be expected to give rise to a conflict of interest so that the company and the Covered Person may take steps to minimize the conflict. Page 4 of 22 Covered Persons shall not take for personal use (or for use by a family member) any business opportunity learned of during the course of serving Invesco, using Invesco property or as a result of such individual's position with Invesco. If an employee or officer learns of a business opportunity that is within Invesco's existing or proposed lines of business, the employee or officer should inform his or her supervisor, the Legal and Compliance Department, or the Board of Directors, as appropriate, of the business opportunity and refrain from personally pursuing the matter until such time as Invesco decides to forego the business opportunity. At no time may any employee or officer utilize any Invesco property, information or position to generate personal gain or engage or participate in any business that directly competes with Invesco. While not all-inclusive, the following examples of outside financial interests will serve to illustrate some of the types of activities that might cause conflicts of interest: - Ownership or other interest in or employment by any outside concern which does business with Invesco. This does not apply to stock or other investments in a publicly-held company, provided that the stock and other investments do not, in the aggregate, exceed 5% of the outstanding ownership interests of such company. Invesco may, following a review of the relevant facts, permit ownership interests which exceed these amounts if management or the Board of Directors, as appropriate, concludes that such ownership interests will not adversely affect Invesco's business interests or the judgment of the affected Covered Person. - Conducting business, not on behalf of Invesco, with any Invesco vendor, supplier, contractor, agency, or any of their directors, officers or employees. - Representation of Invesco by a Covered Person in any transaction in which he or she, or a family member, has a substantial personal interest. - Disclosure or use of confidential, special or inside information of or about Invesco, particularly for personal profit or advantage of the Covered Person or a family member of such person. - Competition with Invesco by a Covered Person, directly or indirectly, in the purchase, sale or ownership of property or services or business investment opportunities. Sections 4, 5 and 6 describe in more detail additional areas where conflicts can arise and are of particular sensitivity. These areas include outside activities, personal share dealing, and the use of material non-public information. All Covered Persons must follow the procedures in place within their respective divisions and business units and must also be sensitive to the types of situations that can give rise to such conflicts or apparent conflicts. Page 5 of 22 4. Outside Activities and Compensation No Covered Person shall perform work or render services for any competitor of Invesco or for any organization with which Invesco does business, or which seeks to do business with Invesco, outside of the normal course of his or her employment with Invesco, without the prior written approval of the company. Nor shall any such person be a director, officer, or consultant of such an organization, or permit his or her name to be used in any fashion that would tend to indicate a business connection with such organization, without such approval. Outside organizations can include public or private corporations, partnerships, charitable foundations and other not-for-profit institutions. With the above approval, Covered Persons may receive compensation for such activities. Service with organizations outside of Invesco can, however, raise serious regulatory issues, including conflicts of interest and access to material non-public information. As an outside board member or officer, a Covered Person may come into possession of material non-public information about the outside company or other public companies. It is critical that a proper information barrier be in place between Invesco and the outside organization, and that the Covered Person does not communicate such information to other Covered Persons in violation of the information barrier. Similarly, Invesco may have a business relationship with the outside organization or may seek a relationship in the future. In those circumstances, the Covered Person must not be involved in any way in the business relationship between Invesco and the outside organization. Invesco retains the right to prohibit membership by Covered Persons on any board of directors/trustees or as an officer of an outside organization where such membership might conflict with the best interests of the company. Approval will be granted on a case-by-case basis, subject to proper resolution of potential conflicts of interest. Outside activities will be approved only if these issues can be satisfactorily resolved. 5. Personal Share Dealing Purchasing and selling securities in a Covered Person's own account, or accounts over which the Covered Person has access or control, particularly in securities owned by client accounts, can give rise to potential conflicts of interest. As fiduciaries, we are held to the highest standards of conduct. Improperly gaining advance knowledge of portfolio transactions, or conducting securities transactions based upon information obtained at Invesco, can be a violation of those standards. Every Covered Person must also comply with the specific personal trading rules in effect for the Covered Person's business unit. The Board of Directors of the company Page 6 of 22 has adopted an Insider Trading Policy ("Insider Trading Policy") that specifically governs transactions in Invesco securities, including special pre-clearance obligations and trading blackout periods for defined personnel. 6. Information Barriers and Material Non-Public Information In the conduct of our business, Covered Persons may come into possession of material non-public information. This information could concern an issuer, a client, a portfolio, the market for a particular security, or Invesco itself. All Covered Persons are prohibited from using such information in ways that violate the law, including for personal gain. Non-public information must be kept confidential, which may include keeping it confidential from other Covered Persons. The purchase or sale of Invesco's securities or the securities of other publicly-traded companies while aware of material nonpublic information about such company, or the disclosure of material nonpublic information to others who then trade in such company's securities, is prohibited by this Code of Conduct and by United States and other jurisdictions' securities laws. Invesco's Insider Trading Policy also applies to all Covered Persons. With regard to Invesco securities, the Insider Trading Policy, among other provisions, prohibits directors, officers, and other Covered Persons who are deemed to have access to material, non-public information relating to the company from trading during specified Blackout Periods (as defined therein). All Covered Persons should review the Invesco Insider Trading Policy carefully and follow the policies and procedures described therein. The failure of a Covered Person to comply with the company's Insider Trading Policy may subject him or her to company-imposed sanctions, up to and including termination for cause, whether or not the failure to comply results in a violation of law. You should seek the advice of the applicable business unit Legal and Compliance Department on any questions regarding this subject and the company's Insider Trading Policy. 7. Anti-Bribery and Dealings with Governmental Officials Special care must be taken when dealing with government customers. Activities that might be appropriate when working with private sector customers may be improper and even illegal when dealing with government employees, or when providing goods and services to another customer who, in turn, will deliver the company's product to a government end user. Many of the countries in which Invesco conducts its business prohibit the improper influencing of governmental officials or other persons by the payment of bribes, gifts, political contributions, lavish hospitality or by other means. Our policy requires adherence to those restrictions. Do not directly or indirectly promise, offer or make payment in money or anything of value to anyone, including a government official, agent or employee of a government, political party, labor organization or business entity or a candidate of a political party, or their families, with the intent to induce favorable business treatment or to improperly affect business or government decisions. This policy prohibits actions intended either to influence a specific decision or merely to enhance future relationships. In general, all Page 7 of 22 travel and entertainment that Covered Persons provide to governmental officials must be pre-approved within the appropriate business unit. If approved, a written confirmation that such expenses do not violate local law must be obtained from an appropriate third party (e.g., the business unit's legal counsel or the government official's supervisor). Covered Persons shall comply with applicable laws governing political campaign finance and lobbying activities and shall not engage in any conduct that is intended to avoid the application of such laws to activities undertaken on Invesco's behalf. In addition, appropriate executive officers shall monitor compliance with lobbyist registration and disclosure requirements by all individuals who act on behalf of Invesco. These prohibitions extend to any consultants or agents we may retain on behalf of Invesco. 8. Anti-Discrimination and Harassment Invesco is committed to providing a work environment that is free of discrimination and harassment. Such conduct, whether overt or subtle, is demeaning, may be illegal, and undermines the integrity of the employment relationship. Sexual harassment can include unwelcome sexual advances, requests for sexual favors, pressure to engage in a sexual relationship as a condition of employment or promotion, or conduct which creates a hostile or offensive work environment. Discrimination can take many forms including actions, words, jokes, or comments based upon an individual's race, citizenship, ethnicity, color, religion, sex, veteran status, national origin, age, disability, sexual orientation, marital status or other legally protected characteristic. Any Covered Person who engages in harassment or discrimination will be subject to disciplinary action, up to and including termination of employment. 9. Anti-Money Laundering In the global marketplace, the attempted use of financial institutions and instruments to launder money is a significant problem that has resulted in the passage of strict laws in many countries. Money laundering is the attempt to disguise money derived from or intended to finance illegal activity including drug trafficking, terrorism, organized crime, fraud, and many other crimes. Money launderers go to great lengths to hide the sources of their funds. Among the most common stratagems are placing cash in legitimate financial institutions, layering between numerous financial institutions, and integrating the laundered proceeds back into the economy as apparently legitimate funds. Page 8 of 22 All Covered Persons must be vigilant in the fight against money laundering, and must not allow Invesco to be used for money laundering. Each business unit has developed an anti-money laundering program that is consistent with Invesco's policy. Each Covered Person must comply with the applicable program. 10. Antitrust The laws of many countries are designed to protect consumers from illegal competitive actions such as price fixing and dividing markets. It is Invesco's policy and practice to compete based on the merits of our products and services. In order to further that policy, Covered Persons must not fix or control prices with competitors, divide up territories or markets, limit the production or sale of products, boycott certain suppliers or customers, unfairly control or restrict trade in any way, restrict a competitor's marketing practices, or disparage a competitor. Covered Persons must never discuss products, pricing or markets with competitors with the intent to fix prices or divide markets. 11. Data Privacy Data privacy, as it relates both to our clients and our employees, has become a major political and legal issue in many jurisdictions in which we do business. A variety of laws in each of those jurisdictions governs the collection, storage, dissemination, transfer, use, access to and confidentiality of personal information and patient health information. These laws can work to limit transfers of such data across borders and even among affiliated entities within Invesco. Invesco and its Covered Persons will comply with all provisions of these laws that relate to its business, including the privacy, security and electronic transmission of financial, health and other personal information. The company expects its Covered Persons to keep all such data confidential and to protect, use and disclose information in the conduct of our business only in compliance with these laws. The company will consider and may release personal information to third parties to comply with law or to protect the rights, property or safety of Invesco and its customers. In accordance with Invesco policies, each business unit has developed required disclosures and data security procedures applicable to that business unit. All Covered Persons must comply with the applicable procedures. With respect to Invesco Covered Persons, all salary, benefit, medical and other personal information relating to Covered Persons shall generally be treated as confidential. Personnel files, payroll information, disciplinary matters, and similar information are to be maintained in a manner designed to protect confidentiality in accordance with applicable laws. All Covered Persons shall exercise due care to prevent the release or sharing of such information beyond those persons who may need such information to fulfill their job functions. Notwithstanding the foregoing, all personnel information belongs solely to Invesco and may be reviewed or used by the company as needed to conduct its business. Page 9 of 22 12. Communications with the Media, Analysts and Shareholders Invesco has a long-standing policy of co-operating with the news media and the financial community. This policy is intended to enhance respect for the company, provide accurate information, and achieve our business goals. Invesco employs media relations professionals who are responsible for handling all contacts with the news media. Invesco's Communications and Public Affairs Department is responsible for formulating and directing our media relations policy worldwide. Other Invesco employees may not speak to or disseminate information to the news media unless such contact has been requested and arranged by or coordinated with an Invesco media relations professional in accordance with the company's media relations policy. Any contact from the news media should be referred promptly and without comment to an Invesco media relations professional. If you do not know the appropriate media relations professional for your unit, you can refer the contact to the Invesco Communications and Public Affairs Department. Many countries have detailed rules with regard to the dissemination of information about public companies. In particular, a public company must have procedures for controlling the release of information that may have a material impact on its share price. The Chief Executive Officer and the Chief Financial Officer are responsible for Invesco's relationships with the financial community, including the release of price sensitive information. Other Invesco employees may not speak to or disseminate information regarding the company to the financial community (including analysts, investors, shareholders, Company lenders, and rating agencies) unless such contact has been requested and arranged by the Chief Executive Officer, the Chief Financial Officer or the Investor Relations Group within the Finance Department. 13. Electronic Communications The use of electronic mail, the Internet and other technology assets is an important part of our work at Invesco. Used improperly, this technology presents legal and business risks for the company and for individual employees. There are also important privacy issues associated with the use of technology, and related regulations are evolving. In accordance with Invesco's Electronic Communications policies, all Covered Persons are required to use information technology for proper business purposes and in a manner that does not compromise the confidentiality of sensitive or proprietary information. All communications with the public, clients, prospects and fellow employees must be conducted with dignity, integrity, and competence and in an ethical and professional manner. We must not use information technology to: transmit or store materials which are obscene, pornographic, or otherwise offensive; engage in criminal activity; obtain Page 10 of 22 unauthorized access to data or files; commit copyright violations; install personal software without permission; or make Internet statements, without permission, that suggest that the user is speaking on behalf of Invesco or its affiliates. 14. Gifts and Relationships with Customers and Suppliers Invesco seeks to do business with clients and suppliers on a fair and equitable basis. We may not accept or provide gifts of other than nominal value, or lavish entertainment, or other valuable benefits or special favors to or from customers or suppliers. We must observe any limits imposed by our business unit's policies, local laws, or regulations with respect to the acceptance or provision of gifts and entertainment. 15. International Issues If you conduct business for Invesco outside of the U.S., in addition to being familiar with the local laws of the other countries involved, be sure you are familiar with the following U.S. laws and regulations. Violations of these laws can result in substantial fines, imprisonment and severe restrictions on the company's ability to do business. FOREIGN CORRUPT PRACTICES ACT The United States Foreign Corrupt Practices Act (FCPA) and similar laws in many other countries have a variety of provisions that regulate business in other countries and with foreign citizens. In essence, these laws make it a crime to promise or give anything of value to a foreign official or political party in order to obtain or keep business or obtain any improper advantage. It is also illegal to make payments to agents, sales representatives or other third parties if you have reason to believe your gift will be used illegally. Seek advice from the appropriate member of the Legal and Compliance Department for interpretation of the FCPA or similar laws if you are involved in any business dealings that involve foreign countries. ANTI-BOYCOTT LAWS From time to time, various countries may impose restrictions upon the ability of businesses in their jurisdiction to engage in commerce with designated individuals, countries or companies. These laws are commonly referred to as boycotts or trade embargoes. It may be against the law to cooperate in any boycotts between foreign countries not sanctioned by the laws of the place where your office is located. All requests for boycott support or boycott-related information must be reported to your supervisor and the member of the Legal and Compliance Department with responsibility for your office. Similarly, many countries contribute the names of criminal or terrorist organizations or individuals to a common database and require financial institutions to screen customer Page 11 of 22 lists against the database as part of their "Know Your Customer" obligations. We must be aware of, and where appropriate, adhere to any such restrictions. EMBARGO SANCTIONS The United States Treasury Department's Office of Foreign Assets Control prohibits U.S. companies and their foreign subsidiaries from doing business with certain countries and agencies and certain individuals. The laws of other countries may have similar types of prohibitions. The regulations vary depending on the country and the type of transaction and often change as countries' foreign policies change. If you are aware of any sensitive political issues with a country in which Invesco is doing or considering doing business, seek advice from the appropriate member of the Legal and Compliance Department. 16. Political Activities and Lobbying Covered Persons are encouraged to vote in elections for which they are eligible, and to make contributions supporting candidates or parties of their choice. Covered Persons are also encouraged to express their views on government, legislation and other matters of local or national interest. Many jurisdictions have imposed severe and complex restrictions on the ability of individuals and companies to make political contributions. You should assume that Invesco and its Covered Persons are generally prohibited from certain types of political activities, and you must be familiar with the rules in effect for your business unit. No Covered Person may, under any circumstances, use company funds to make political contributions without the prior written approval of a member of the Legal and Compliance Department, nor may you represent your personal political views as being those of the company. 17. Retention of Books and Records Invesco corporate records are important assets. Corporate records include essentially everything you produce as a Covered Person, regardless of its format. A corporate record may be in the form of paper, computer tapes, microfilm, e-mail, or voice mail. It may be something as obvious as a memorandum or a contract or something not as obvious, such as a desk calendar, an appointment book, or an expense record. Invesco is required by law to maintain certain types of corporate records, usually for a specified period of time. Failure to retain such documents for such minimum periods could subject Invesco to penalties and fines, cause the loss of rights, obstruct justice, place Invesco in contempt of court, or place Invesco at a serious disadvantage in litigation. However, storage of voluminous records over time is costly. Therefore, Invesco has established controls to assure retention for required periods and timely destruction of retrievable records, such as paper copies and records on computers, Page 12 of 22 electronic systems, microfiche, and microfilm. Even if a document is retained for the legally required period, liability could still result if a document is destroyed before its scheduled destruction date. Invesco and its affiliates are subject to the regulatory requirements of numerous countries and regulatory agencies. Virtually all of them have specific requirements concerning the creation, maintenance and storage of business records. Invesco expects all Covered Persons to become familiar with and fully comply with the records retention/destruction schedule for the departments and office locations for which they work. If you believe documents should be retained beyond the applicable retention period, consult with the Legal and Compliance Department. 18. Sales and Marketing Materials Invesco is committed to building sustained, open, and honest relationships with our customers, and to complying with all relevant regulatory requirements. This requires that all marketing and sales-related materials be prepared under standards approved by the Legal and Compliance Department and, prior to use, reviewed and approved by the appropriate supervisor within a business unit. Covered materials include requests for proposals, client presentations, performance summaries, advertisements, and published market commentaries. 19. Substance Abuse Invesco is committed to providing a safe and healthy work place for all employees. The use, possession, sale, transfer, purchase, or being "under the influence" of drugs at any time while on company premises or on company business is prohibited. The term "drug" includes alcoholic beverages (other than in connection with entertainment events, or in other appropriate settings), prescriptions not authorized by your doctor, inhalants, marijuana, cocaine, heroin and other illegal substances. 20. Confidential Information Confidential information includes all non-public information that might be of use to competitors, or harmful to the company or its customers, if disclosed. All information (in any form, including electronic information) that is created or used in support of company business activities is the property of Invesco. This company information is a valuable asset and Covered Persons are expected to protect it from unauthorized disclosure. This includes Invesco customer, supplier, business partner and employee data. United States (federal and state) and other jurisdictions' laws may restrict the use of such information and impose penalties for impermissible use or disclosure. Covered Persons must maintain the confidentiality of information entrusted to them by the company or its customers, vendors or consultants except when disclosure is properly authorized by the company or legally mandated. Covered Persons shall take Page 13 of 22 all reasonable efforts to safeguard such confidential information that is in their possession against inadvertent disclosure and shall comply with any non-disclosure obligations imposed on Invesco in its agreements with third parties. Information pertaining to Invesco's competitive position or business strategies, and information relating to negotiations with Covered Persons or third parties, should be protected and shared only with Covered Persons having a need to know such information in order to perform their job responsibilities. 21. Protection and Proper Use of Company Assets All Covered Persons shall strive to preserve and protect the company's assets and resources and to promote their efficient use. The standards set forth below are intended to guide Covered Persons by articulating Invesco's expectations as they relate to activities or behaviors that may affect the company's assets. Personal Use of Corporate Assets Theft, carelessness and waste have a direct impact on Invesco's profitability. Covered Persons are not to convert assets of the company to personal use. Company property should be used for the company's legitimate business purposes and the business of the company shall be conducted in a manner designed to further Invesco's interest rather than the personal interest of an individual Covered Person. Covered Persons are prohibited from the unauthorized use or taking of Invesco's equipment, supplies, materials or services. Prior to engaging in any activity on company time which will result in remuneration to the Covered Person or the use of Invesco's equipment, supplies, materials or services for personal or non-work related purposes, officers and other Covered Persons shall obtain the approval of the supervisor of the appropriate business unit. Use of Company Software Covered Persons use software programs for word processing, spreadsheets, data management, and many other applications. Software products purchased by the company are covered by some form of licensing agreement that describes the terms, conditions and allowed uses. It is the company's policy to respect copyright laws and observe the terms and conditions of any license agreements. Copyright laws in the United States and other countries impose civil and criminal penalties for illegal reproductions and use of licensed software. You must be aware of the restrictions on the use of software and abide by those restrictions. Invesco business equipment may not be used to reproduce commercial software. In addition, you may not use personal software on company equipment without prior written approval. Page 14 of 22 Computer Resources/E-mail The company's computer resources, which include the electronic mail system, belong to Invesco and not to the Covered Person. They are not intended to be used for amusement, solicitation, or other non-business purposes. While it is recognized that Covered Persons will occasionally use the system for personal communications, it is expected that such uses will be kept to a minimum and that Covered Persons will be responsible and professional in their use of e-mail. The use of the computer systems to make or forward derogatory or offensive remarks about other people or groups is prohibited. E-mail messages should be treated as any other written business communication. 22. Invesco Intellectual Property Employees and officers must carefully maintain and manage the intellectual property rights of Invesco, including patents, trademarks, copyrights and trade secrets, to preserve and protect their value. Information, ideas and intellectual property assets of Invesco are important to the company's success. Invesco's name, logo, trademarks, inventions, processes and innovations are intellectual property assets and their protection is vital to the success of the company's business. The company's and any of its subsidiaries' names, logos and other trademarks and service marks are to be used only for authorized company business and never in connection with personal or other activities unless appropriately approved and in accordance with company policy. In addition, our Covered Persons must respect the intellectual property rights of third parties. Violation of these rights can subject both you and the company to substantial liability, including criminal penalties. Any work product produced in the course of performing your job shall be deemed to be a "work made for hire" and shall belong to Invesco and is to be used only for the benefit of Invesco. This includes such items as marketing plans, product development plans, computer programs, software, hardware and similar materials. You must share any innovations or inventions you create with your supervisor so that the company can take steps to protect these valuable assets. 23. Integrity and Accuracy of Financial Records The preparation and maintenance of accurate books, records and accounts is required by law and essential to the proper discharge of financial, legal and reporting obligations. All Covered Persons are prohibited from directly or indirectly falsifying or causing to be false or misleading any financial or accounting book, record or account. In addition, all financial data must be completely and accurately recorded in compliance with applicable law and Invesco's accounting policies and procedures. A Covered Person may violate this section by acting or by failing to act when he or she becomes aware of a violation or potential violation of this section. Page 15 of 22 24. Disclosure in Reports and Documents. Filings and Public Materials. As a public company, it is important that the company's filings with the SEC and other U.S. federal, state, domestic and international regulatory agencies are full, fair, accurate, timely and understandable. The company also makes many other filings with the SEC and other U.S. and international regulatory agencies on behalf of the funds that its subsidiaries and affiliates manage. Further, the company prepares mutual fund account statements, client investment performance information, prospectuses and advertising materials that are sent out to its mutual fund shareholders and clients. Disclosure and Reporting Policy. The company's policy is to comply with all applicable disclosure, financial reporting and accounting regulations applicable to the company. The company maintains the highest commitment to its disclosure and reporting requirements, and expects and requires all Covered Persons to record information accurately and truthfully in the books and records of the company. Information for Filings. Depending on his or her position with the company, a Covered Person may be called upon to provide necessary information to assure that the company's public reports and regulatory filings are full, fair, accurate, timely and understandable. The company expects all Covered Persons to be diligent in providing accurate information to the inquiries that are made related to the company's public disclosure requirements. Disclosure Controls and Procedures and Internal Control Over Financial Reporting. Covered Persons are required to cooperate and comply with the company's disclosure controls and procedures and internal controls over financial reporting so that the company's reports and documents filed with the SEC and other U.S. federal, state, domestic and international regulatory agencies comply in all material respects with applicable laws and provide full, fair, accurate, timely and understandable disclosure. 25. Improper Influence on the Conduct of Audits Every Covered Person must deal fairly and honestly with outside accountants performing audits, reviews or examinations of Invesco's and its subsidiaries' financial statements. To that end, no Covered Person of Invesco may make or cause to be made a materially false or misleading statement (or omit facts necessary to make the statements made not misleading) in connection with an audit, review or examination of financial statements by independent accountants or the preparation of any document or report required to be filed with a governmental or regulatory authority. Covered Persons of Invesco also are prohibited from coercing, manipulating, misleading or fraudulently inducing any independent public or certified public accountant engaged in the performance or review of financial statements that are required to be filed with a Page 16 of 22 governmental or regulatory authority if he or she knows or should have known that his or her actions could result in making those financial statements materially misleading. 26. Standards for Invesco's Financial Officers Invesco's Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer (the "Financial Officers") are required to take all reasonable steps to provide full, fair, accurate, timely and understandable disclosures in the reports and documents that Invesco files with or submits to the SEC and other regulatory bodies and in other public communications made by Invesco. In the event that a Financial Officer learns that any such report, document or communication does not meet this standard and such deviation is material, then the Financial Officers are required to review and investigate such deviation, advise the Board of Directors or the Audit Committee of the Board of Directors regarding the deviation and, where necessary, revise the relevant report, document or communication. Although a particular accounting treatment for one or more of Invesco's operations may be permitted under applicable accounting standards, the Financial Officers may not authorize or permit the use of such an accounting treatment if the effect is to distort or conceal Invesco's true financial condition. The accounting standards and treatments utilized by Invesco must, in all instances, be determined on an objective and uniform basis and without reference to a single transaction or series of transactions and their impact on Invesco's financial results for a particular time period. Any new or novel accounting treatment or standard that is to be utilized in the preparation of Invesco's financial statements must be discussed with Invesco's Audit Committee and its independent auditors. 27. Policy and Procedures on Reporting Potential Material Violations Invesco strives to ensure that all activity by or on behalf of Invesco is in compliance with applicable laws. Invesco and its employees must adhere to the highest standards of honest and ethical conduct. Employees of Invesco and its subsidiaries are affirmatively required to report possible violations of the Invesco Code of Conduct, laws or regulations. If you are a Covered Person with complaints or concerns regarding: (i) violations of this Code of Conduct or the rules mentioned herein; (ii) violations of laws or regulations generally involving Invesco; or (iii) questionable accounting matters, internal accounting controls, auditing matters, breaches of fiduciary duty or violations of United States or foreign securities laws or rules (collectively "Accounting Matters"), including: Page 17 of 22 - fraud or deliberate error in the preparation, evaluation, review or audit of any financial statement of Invesco; - fraud or deliberate error in the recording and maintaining of financial records of Invesco; - deficiencies in or non-compliance with Invesco's internal accounting controls; - misrepresentation or false statements to or by a senior officer or accountant regarding a matter contained in the financial records, financial reports or audit reports of Invesco; - deviation from full and fair reporting of Invesco's financial condition; or - fraudulent or criminal activities engaged in by officers, directors or employees of Invesco; you may report your concerns in any of three ways: YOU CAN SPEAK WITH YOUR SUPERVISOR. We encourage you to first contact your immediate supervisor, who is in turn responsible for informing Invesco's Compliance Reporting Line (described below) of any concerns raised. YOU CAN SPEAK DIRECTLY WITH THE LEGAL AND COMPLIANCE OR HUMAN RESOURCES DEPARTMENTS. If you prefer not to discuss a concern with your own supervisor, you may instead contact the Legal and Compliance or Human Resources Departments directly. YOU CAN CALL OUR COMPLIANCE REPORTING LINE. You may also call the Invesco Compliance Reporting Line. If you are calling from a U.S. or Canadian location, dial 1-866-297-3627. For calls from all other locations, dial an international operator and request a collect call to 1-704-943-1136. When asked for your name use "Invesco." You can use the Compliance Reporting Line to report possible violations or to check on the status of a previously filed report. You can also report to the Compliance Reporting Line if you believe that a report previously made to company management, your supervisor, other management personnel or the Legal and Compliance or Human Resources Departments has not been addressed. The Compliance Reporting Line is administered by an outside vendor. The telephone operators for the Compliance Reporting Line have been trained to receive your call. The Compliance Reporting Line is available 24 hours a day, seven days a week. All calls will be answered by a live person. Calls are not recorded and are not able to be traced. You have the option to remain anonymous. If you remain anonymous, you will be given a numeric code so that you may call back and ask for follow up. You will be guided through the call and prompted by appropriate questions from the operator. You will be given a date on which you can call back and receive a follow up report. Once the call is completed, a report will be generated and sent to the appropriate departments within Page 18 of 22 Invesco based on the subject matter of your call. You are urged to call back for follow up, because in the event more information is required, this will be an opportunity for you to provide those details. If you report a possible violation, regardless of the method that you use to make the report, it is important that you provide as much detail as possible, including names, dates, times, locations and the specific conduct in question. Only with sufficient specific information can Invesco adequately investigate the reported action. Your submission of information will be treated in a confidential manner to the extent reasonably possible. Please note, however, that if an investigation by Invesco of the activities you have reported takes place, it may be impossible for Invesco to maintain the confidentiality of the fact of the report or the information reported. Complaints relating to Accounting Matters will be reviewed under Audit Committee direction and oversight by such persons as the Audit Committee determines to be appropriate. All other matters will be reviewed under the direction and oversight of the appropriate departments within Invesco, usually also including the Legal and Compliance Department. Prompt and appropriate corrective action will be taken when and as warranted in the judgment of the Audit Committee or other reviewing department. Invesco will not permit retribution, harassment, or intimidation of any employee who in good faith reports a possible violation. Along with the three reporting methods described above, this also includes, but is not limited to an employee who discloses information to a government or law enforcement agency, or any other national, state or provincial securities regulatory authority where the employee has reasonable cause to believe that the information discloses a violation or possible violation of federal or state law or regulation. Invesco policy also prevents any employee from being subject to disciplinary or retaliatory action by Invesco or any of its employees or agents as a result of the employee's good faith. However, employees who file reports or provide evidence which they know to be false or without a reasonable belief in the truth and accuracy of such information may be subject to disciplinary action, including termination of their employment. 28. Disclosure; Amendments To the extent required by law, the company shall publicly (e.g., in its Annual Report on Form 10-K and/or on its website) disclose this Code of Conduct and its application to all of the company's Covered Persons. Page 19 of 22 This Code may only be amended by Invesco's Board of Directors or a duly authorized committee thereof. To the extent required by law, amendments to the Code of Conduct shall be disclosed publicly. As set forth in the company's filings with the SEC, the company has elected to disclose certain amendments to the Code that affect, and any waivers of the Code granted to, Financial Officers on the company's Web site. 29. Waivers of the Code. a. Waivers for Executive Officers. Any change in or waiver of this Code for executive officers (as defined in Rule 3b-7 under the Securities Exchange Act of 1934, "Executive Officers") of the company may be made only by the Board of Directors or a committee thereof in the manner described in Section 29(d) below, and any such waiver (including any implicit waiver) shall be promptly disclosed to shareholders as required by the corporate governance listing standards of the New York Stock Exchange and other applicable laws. b. Waivers for Other Covered Persons. Any requests for waivers of this Code for Covered Persons other than Executive Officers of the company may be made to the Legal and Compliance Department in the manner described in Section 29(e) below. c. Definition of Waiver. For the purposes of the Code, the term "waiver" shall mean a material departure from a provision of the Code. An "implicit waiver" shall mean the failure of the company to take action within a reasonable period of time regarding a material departure from a provision of the Code that has been made known to an Executive Officer. d. Manner for Requesting Executive Officer Waivers. i. Request and Criteria. If an Executive Officer wishes to request a waiver of this Code, the Executive Officer may submit to the Global Compliance Director or the Legal and Compliance Department a written request for a waiver of the Code only if he/she can demonstrate that such a waiver: A. is necessary to alleviate undue hardship or in view of unforeseen circumstances or is otherwise appropriate under all the relevant facts and circumstances; B. will not be inconsistent with the purposes and objectives of the Code; C. will not adversely affect the interests of clients of the company or the interests of the company; and Page 20 of 22 D. will not result in a transaction or conduct that would violate provisions of applicable laws or regulations. ii. Discretionary Waiver and Response. The Legal and Compliance Department will forward the waiver request to the Board of Directors or a committee thereof for consideration. Any decision to grant a waiver from the Code shall be at the sole and absolute discretion of the Board of Directors or committee thereof, as appropriate. The Company Secretary will advise the Legal and Compliance Department in writing of the Board of Director's decision regarding the waiver, including the grounds for granting or denying the waiver request. The Legal and Compliance Department shall promptly advise the Executive Officer in writing of the Board of Director's decision. e. Manner for Requesting Other Covered Person Waivers. i. Request and Criteria. If a Covered Person who is a non-Executive Officer wishes to request a waiver of this Code, such Covered Person may submit to the Legal and Compliance Department a written request for a waiver of the Code only if he/she can demonstrate that such a waiver would satisfy the same criteria set forth in Section 29(d). ii. Discretionary Waiver and Response. The Legal and Compliance Department shall forward the waiver request to the General Counsel of the company for consideration. The decision to grant a waiver shall be at the sole and absolute discretion of the General Counsel of the company. The General Counsel will advise the Legal and Compliance Department in writing of his/her decision regarding the waiver, including the grounds for granting or denying the waiver request. The Legal and Compliance Department shall promptly advise the Covered Person in writing of the General Counsel's decision. 30. Internal Use. This Code is intended solely for the internal use by the company and does not constitute an admission, by or on behalf of the company, as to any fact, circumstance, or legal conclusion. CONCLUSION As Covered Persons, each of us is obligated to read and understand this Code of Conduct and our relevant business unit's policies and procedures. No code of conduct, however, can address every situation for which guidance may be necessary. If you are unclear about a situation, stop and ask for guidance before taking action. All Covered Persons are expected to abide by both the letter and spirit of this Code. Covered Page 21 of 22 Persons are also expected to perform their work with honesty and integrity in any areas not specifically addressed by the Code. Invesco will investigate reported violations of the Code and, if violations are found, may take disciplinary action, if appropriate, against the individuals involved, and may make reports, if appropriate, to civil, criminal or regulatory authorities. Nothing in this Code restricts the company from taking any disciplinary action on any matters pertaining to the conduct of a Covered Person, whether or not expressly set forth in the Code. Any questions regarding the scope or interpretation of this Code should be referred to the appropriate Compliance or Legal officer. Revised: November 2008 Page 22 of 22 COVER 30 filename30.txt [INVESCO AIM LOGO APPEARS HERE] --Servicemark-- 11 Greenway Plaza, Suite 100 Houston, TX 77046-1173 713-626-1919 Invesco Aim Advisors, Inc. April 30, 2009 VIA EDGAR Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: AIM Equity Funds CIK No. 0000105377 Ladies and Gentlemen: On behalf of AIM Equity Funds (the "Fund"), attached herewith for filing pursuant to the provisions of the Securities Act of 1933, as amended, and rule 485(a)(2) promulgated thereunder, and the Investment Company Act of 1940, as amended, is the electronic version of Post Effective Amendment No. 94 (the "Amendment") to the Fund's Registration Statement on Form N-1A. This amendment is being filed in order to include a new fund, AIM Disciplined Equity Fund. Please send copies of all correspondence with respect to the Amendment to the undersigned or contact me at (713) 214-5770. Very truly yours, /s/ Melanie Ringold Melanie Ringold Counsel