N-CSR 1 d629698dncsr.htm N-CSR - AEF N-CSR - AEF
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT

INVESTMENT COMPANIES

Investment Company Act file

number                                                                  811-01424                                                              

 

AIM Equity Funds (Invesco Equity Funds)

(Exact name of registrant as specified in charter)

 

11 Greenway Plaza, Suite 1000     Houston, Texas   77046

(Address of principal executive offices)                 (Zip code)

 

Philip A. Taylor     11 Greenway Plaza, Suite 1000 Houston, Texas   77046

(Name and address of agent for service)

Registrant’s telephone number, including area code:             (713) 626-1919                                                     

Date of fiscal year end:         10/31                        

Date of reporting period:         10/31/13                


Item 1. Report to Stockholders.


LOGO                                       

 

Annual Report to Shareholders                          October 31, 2013

 

 

  Invesco Charter Fund  
 

 

Nasdaq:

 
  A: CHTRX ¢ B: BCHTX ¢ C: CHTCX ¢ R: CHRRX ¢ S: CHRSX ¢ Y: CHTYX
R5: CHTVX
¢ R6: CHFTX

 

LOGO


 

Letters to Shareholders

 

LOGO

Philip Taylor

   

Dear Shareholders:

Enclosed in this annual report, you’ll find information about your Fund and the factors that affected its performance during the reporting period. Inside, you’ll also find a discussion from your portfolio managers about how they managed your Fund, as well as performance data for your Fund, a complete list of your Fund’s investments as of the close of the reporting period and other important information. I hope you find this report of interest.

    During the reporting period covered by this report, major US equity indexes made multiyear or even all-time highs.1 Economic data were generally positive; housing and consumer spending data were particularly encouraging. Nonetheless, economic uncertainty and concern about continuing political and budget gridlock in Washington persisted. The US Federal Reserve’s deliberate vagueness about when, and to what degree, it might begin to curtail its extraordinarily accommodative monetary policies affected fixed income and equity

 

markets alike. Most developed, non-US stock markets remained positive for the first half of 2013, despite a difficult second quarter.

    Periods of market volatility and economic uncertainty can weaken the will of even the most resolute investor. That’s why Invesco believes it’s often helpful to work with a skilled and trusted financial adviser who can emphasize the importance of adhering to an investment plan designed to achieve long-term goals rather than being sidetracked by short-term uncertainty that can result in inaction. A financial adviser who is familiar with your individual financial situation, investment goals and risk tolerance can be an invaluable partner as you work toward your financial goals. He or she can provide insight and perspective when markets are volatile; encouragement and reassurance when times are uncertain; and advice and guidance when your financial situation or investment goals change.

    Our website, invesco.com/us, is another source of timely insight and information for investors. On the website, you’ll find fund-specific as well as more general information from many of Invesco’s investment professionals. You’ll find in-depth articles, video clips and audio commentaries – and, of course, you also can access information about your Invesco account whenever it’s convenient for you.

What we mean by Intentional Investing

At Invesco, all of our people and all of our resources are dedicated to helping investors achieve their financial objectives. It’s a philosophy we call Intentional Investing, and it guides the way we:

  n   Manage investments – Our dedicated investment professionals search the world for the best opportunities, and each investment team follows a clear, disciplined process to build portfolios and mitigate risk.
  n   Provide choices – We offer multiple investment strategies, allowing you and your financial adviser to build a portfolio that’s purpose-built for your needs.
  n   Connect with you – We’re committed to giving you the expert insights you need to make informed investing decisions, and we are well-equipped to provide high-quality support for investors and advisers.

    At Invesco, we believe in putting investors first. That’s why investment management is all we do. Our sole focus on managing your money allows you and your financial adviser to build a portfolio of Invesco funds appropriate for your investment needs and goals today and when your circumstances change.

Have questions?

For questions about your account, feel free to contact an Invesco client services representative at 800 959 4246. For Invesco-related questions or comments, please email me directly at phil@invesco.com.

    All of us at Invesco look forward to serving your investment management needs for many years to come. Thank you for investing with us.

Sincerely,

 

LOGO

Philip Taylor

Senior Managing Director, Invesco Ltd.

 

1  Source: Reuters

 

2                                 Invesco Charter Fund


LOGO

Bruce Crockett

   

Dear Fellow Shareholders:

The Invesco Funds Board has worked on a variety of issues over the last several months, and I’d like to take this opportunity to discuss two that affect you and our fellow fund shareholders.

    The first issue on which your Board has been working is our annual review of the funds’ advisory and sub-advisory contracts with Invesco Advisers and its affiliates. This annual review, which is required by the Investment Company Act of 1940, focuses on the nature and quality of the services Invesco provides as adviser to the Invesco Funds and the reasonableness of the fees that it charges for those services. Each year, we spend months reviewing detailed information that we request from Invesco that allows us to evaluate its services and fees. We also use information from many independent sources, including materials provided by the independent Senior Officer of the Invesco Funds, who reports directly to the independent Trustees on the Board. Additionally, we meet with independent

 

legal counsel and review performance and fee data prepared by Lipper Inc., an independent, third-party firm widely recognized as a leader in its field.

    I’m pleased to report that the Board determined in June that renewing the investment advisory agreement and the sub-advisory contracts with Invesco Advisers and its affiliates would serve the best interests of each fund and its shareholders.

    The second area of focus to highlight is the Board’s efforts to ensure that we provide a lineup of funds that allow financial advisers to build portfolios that meet shareholders’ changing financial needs and goals. Today, more and more investors are reaching, or approaching, retirement. But interest rates remain low, making it difficult for many investors to generate the income they need, or will soon need, in their retirement years.

    The members of your Board think about these things, too, and we’ve worked with Invesco Advisers to provide more income-generating options in the Invesco Funds lineup to help shareholders potentially meet their income needs. Your Board recently approved changes to three existing equity mutual funds, increasing their focus on generating income while also seeking to provide long-term growth of capital.

    As a result of these changes, the funds and their respective management teams now have more flexibility to invest in the types of securities that could meet investors’ growing need for income generation, and in some cases, also help investors diversify their sources of income. These equity funds complement an array of fixed-income, asset allocation and alternative investment options in the Invesco Funds lineup designed to accommodate a variety of risk tolerances.

    Be assured that your Board will continue working on behalf of fund shareholders, keeping your needs and interests uppermost in our minds.

    As always, please contact me at bruce@brucecrockett.com with any questions or concerns you may have. On behalf of the Board, we look forward to continuing to represent your interests and serving your needs.

Sincerely,

 

LOGO

Bruce L. Crockett

Independent Chair

Invesco Funds Board of Trustees

 

3                                 Invesco Charter Fund


 

Management’s Discussion of Fund Performance

 

 

 

Performance summary

For the fiscal year ended October 31, 2013, Invesco Charter Fund provided shareholders with strong double-digit returns, with investments in the health care and information technology (IT) sectors having the strongest impact on results. At net asset value, the Fund slightly lagged its broad market index, the S&P 500 Index, as well as its style-specific benchmark, the Russell 1000 Index. The Fund’s underweight position in the consumer discretionary sector was the largest detractor from its performance versus its style-specific benchmark. The Fund’s allocation to cash also tempered results for the reporting period.

    Your Fund’s long-term performance appears later in this report.

 

 

Fund vs. Indexes

Total returns, 10/31/12 to 10/31/13, at net asset value (NAV). Performance shown does not include applicable contingent deferred sales charges (CDSC) or front-end sales charges, which would have reduced performance.

Class A Shares

      26.63 %

Class B Shares

      25.63  

Class C Shares

      25.63  

Class R Shares

      26.23  

Class S Shares

      26.73  

Class Y Shares

      26.89  

Class R5 Shares

      26.99  

Class R6 Shares

      27.15  

S&P 500 Indexq (Broad Market Index)

      27.18  

Russell 1000 Indexn (Style-Specific Index)

      28.40  

Lipper Large-Cap Core Funds Index¨ (Peer Group Index)

      27.74  

Source(s): qInvesco, S&P-Dow Jones via FactSet Research Systems Inc.;

   

nInvesco, Russell via FactSet Research Systems Inc.; ¨Lipper Inc.

   

 

 

How we invest

We seek to manage your Fund with the goal of achieving long-term realized investor returns exceeding those of passive benchmarks across a full market cycle, which we define as market trough to market trough, or peak to peak. As Fund managers, we believe investors need a reason to stick with the Fund for long periods of time in order to realize these returns, and believe the best way we can encourage this behavior is by delivering a smoother (less volatile) investor experience – especially in turbulent, down-trending markets. The portfolio we construct is intended to provide attractive participation during positive-trending equity markets, but with a greater emphasis on comparative downside protection during

more turbulent, down-trending equity markets. We position the Fund to act as a “conservative cornerstone” – a stable foundation for a well-diversified portfolio.

    The Fund’s portfolio is comprised of what we call “core stocks.” A core stock encompasses elements of growth (revenues, profits, economic value) and value (both absolute and comparative measures). Along this growth-value continuum, we seek to identify and invest in areas of temporary disconnection between market perception and the view our research uncovers.

    To build a portfolio of core stocks, we conduct thorough fundamental research of businesses to gain a deeper understanding of the companies’ prospects, growth potential and return on invested

 

capital (ROIC) characteristics. The analytical process we use to identify potential investments for the Fund includes three phases: financial, business and valuation.

    Financial analysis provides insights into historical ROIC (a key indicator of business quality) and historical capital allocation (a key indicator of management quality). Business analysis evaluates the competitive landscape and any structural or cyclical business opportunities or threats and allows us to identify key revenue, profit and return drivers of the company. Both the financial and business analyses serve as a basis to construct valuation models that help us appraise a company’s intrinsic worth. Our valuation analysis employs three primary techniques, including discounted cash flow, traditional valuation multiples and net asset value.

    We consider selling a stock when it exceeds our target price, we have not seen a demonstrable improvement in fundamentals, or a more compelling investments opportunity exists.

 

 

Market conditions and your Fund

The fiscal year ended October 31, 2013, saw slow but steady improvement in the US economy and strong US equity market returns. Businesses and consumers began the reporting period by digesting the results of the 2012 presidential election and contemplating its impact on their wallets. In late 2012 and early 2013, consumer confidence trended higher based on the recovery of the US housing market, but uncertainty surrounding the outcome of tax and spending negotiations between the White House and Congress – and implementation of sequestration spending cuts – left many businesses hesitant to spend. Despite these headline events, equity markets focused more on longer term fundamentals. Major US stock market indexes rose throughout 2013, hitting multiyear or all-time highs.1

 

 

Portfolio Composition

By sector

Health Care

     17.7

Information Technology

     15.9   

Energy

     12.2   

Financials

     12.1   

Industrials

     10.6   

Consumer Discretionary

     8.1   

Consumer Staples

     5.7   

Materials

     4.8   

Utilities

     1.0   
Money Market Funds
Plus Other Assets Less Liabilities
     11.9   

 

Top 10 Equity Holdings*

1.   American Express Co.      2.5
2.   Berkshire Hathaway Inc.-Class A      2.2   
3.   Sanofi-ADR      2.0   
4.   General Electric Co.      2.0   
5.   Progressive Corp. (The)      1.9   
6.   Gilead Sciences, Inc.      1.9   
7.   HCA Holdings, Inc.      1.9   
8.   Analog Devices, Inc.      1.8   
9.   TE Connectivity Ltd.      1.7   
10.   Northern Trust Corp.      1.7   

 

Total Net Assets

      $6.0 billion   

Total Number of Holdings*

      75  

The Fund’s holdings are subject to change, and there is no assurance that the Fund will continue to hold any particular security.

*Excluding money market fund holdings.

 

 

4                         Invesco Charter Fund


    From late May through June, capital markets declined following US Federal Reserve (the Fed) Chairman Ben Bernan-ke’s comments suggesting the time had come to begin reducing the Fed’s extraordinary stimulus policies. This sell-off was brief but broad, and few asset classes were immune. Markets stabilized in midsummer and, despite some volatility in August surrounding a potential US military reaction to instability in Syria, they generally moved higher through the end of the fiscal year.

    For the reporting period, major equity market indexes delivered strong double-digit gains, and all 10 sectors of the S&P 500 Index had positive returns.2 The consumer discretionary sector had the highest return of any sector.

    The largest contributor to Fund results for the reporting period was Gilead Sciences, a biopharmaceutical company that specializes in therapeutics for the treatment of HIV and hepatitis C. The company’s shares rose significantly during the reporting period after the US Food and Drug Administration approved the company’s single-tablet HIV combination drug, Stribild. The company’s shares also rose amid a broader upward move in the biotechnology industry toward the end of the reporting period. Growing investor excitement over the strong future prospects for its hepatitis C virus franchise also lifted Gilead Science’s stock.

    Another key contributor was Pioneer Natural Resources, an oil and gas exploration and production firm with key assets in the Permian Basin and the Eagle Ford and Barnett shale sites. Production volumes and revenues were up year over year, and the promising projections for new production in its Wolfcamp site boosted the company’s shares during the reporting period.

    Two of the Fund’s largest detractors were metals and mining companies Kinross Gold and Agnico-Eagle Mines, both of which were hurt by declining gold prices during the reporting period. Agnico-Eagle Mines, a gold producer based in Canada, returned to profitability during the reporting period, following a series of unexpected operational disruptions at two of the company’s mines that resulted in impairment charges in 2012. However, the company’s earnings were hurt by higher production costs and lower gold prices during the reporting period.

    During the fiscal year, our cash position decreased as we took advantage of market volatility to add positions to the portfolio. During the reporting period, we

increased our exposure to the more cyclical areas of the market, such as the consumer discretionary, energy, industrials and IT sectors; we slightly reduced our exposure to the more defensive consumer staples and health care sectors. Still, at the end of the reporting period, our largest overweight position relative to the Russell 1000 Index was in the health care sector, and the largest underweight position was in the consumer discretionary sector.

    Regardless of market conditions, our goal for Invesco Charter Fund remains the same: to serve as a conservative cornerstone for your investment portfolio. We seek to provide attractive upside participation with strong potential downside protection, so that over a full market cycle the Fund may deliver superior investment results with the potential for reduced risk and a smoother investor experience.

    As always, we thank you for your continued investment in Invesco Charter Fund.

 

1 Source: Reuters
2 Source: Lipper Inc.

The views and opinions expressed in management’s discussion of Fund performance are those of Invesco Advisers, Inc. These views and opinions are subject to change at any time based on factors such as market and economic conditions. These views and opinions may not be relied upon as investment advice or recommendations, or as an offer for a particular security. The information is not a complete analysis of every aspect of any market, country, industry, security or the Fund. Statements of fact are from sources considered reliable, but Invesco Advisers, Inc. makes no representation or warranty as to their completeness or accuracy. Although historical performance is no guarantee of future results, these insights may help you understand our investment management philosophy.

See important Fund and, if applicable, index disclosures later in this report.

LOGO  

Ronald Sloan

Chartered Financial Analyst, portfolio manager and chief investment officer of Invesco’s domestic

core investments team, is lead manager of Invesco Charter Fund. He joined Invesco in 1998. Mr. Sloan earned a BS in business administration and an MBA from the University of Missouri.

 

LOGO

 

Tyler Dann II

Chartered Financial Analyst, portfolio manager, is manager of Invesco Charter Fund. He joined

Invesco in 2004. Mr. Dann earned a BA from Princeton University.

 

LOGO

 

Brian Nelson

Chartered Financial Analyst, portfolio manager, is manager of Invesco Charter Fund. He joined

Invesco in 2004. Mr. Nelson earned a BA from the University of California, Santa Barbara.
 

 

5                Invesco Charter Fund


 

Your Fund’s Long-Term Performance

Results of a $10,000 Investment – Oldest Share Class(es)

Fund and index data from 10/31/03

 

LOGO

 

Past performance cannot guarantee comparable future results.

    The data shown in the chart include reinvested distributions, applicable sales charges and Fund expenses including

management fees. Index results include reinvested dividends, but they do not reflect sales charges. Performance of the peer group, if applicable, reflects fund expenses and management fees;

performance of a market index does not. Performance shown in the chart and table(s) does not reflect deduction of taxes a shareholder would pay on Fund distributions or sale of Fund shares.

 

 

6                                 Invesco Charter Fund


Average Annual Total Returns
As of 10/31/13, including maximum applicable sales charges    
Class A Shares          
Inception (11/26/68)       10.88 %
10 Years       7.43  
  5 Years       11.90  
  1 Year       19.68  
Class B Shares          
Inception (6/26/95)       7.35 %
10 Years       7.40  
  5 Years       12.08  
  1 Year       20.63  
Class C Shares          
Inception (8/4/97)       4.54 %
10 Years       7.23  
  5 Years       12.33  
  1 Year       24.63  
Class R Shares          
Inception (6/3/02)       6.89 %
10 Years       7.76  
  5 Years       12.90  
  1 Year       26.23  
Class S Shares          
10 Years       8.08 %
  5 Years       13.27  
  1 Year       26.73  
Class Y Shares          
10 Years       8.17 %
  5 Years       13.46  
  1 Year       26.89  
Class R5 Shares          
Inception (7/30/91)       8.58 %
10 Years       8.51  
  5 Years       13.64  
  1 Year       26.99  
Class R6 Shares          
10 Years       8.09 %
  5 Years       13.29  
  1 Year       27.15  

Class S shares incepted on September 25, 2009. Performance shown prior to that date is that of Class A shares and includes the 12b-1 fees applicable to Class A shares. Class A share performance reflects any applicable fee waivers or expense reimbursements.

    Class Y shares incepted on October 3, 2008. Performance shown prior to that date is that of Class A shares and includes the 12b-1 fees applicable to Class A shares. Class A share performance reflects any applicable fee waivers or expense reimbursements.

    Class R6 shares incepted on September 24, 2012. Performance

Average Annual Total Returns
As of 9/30/13, the most recent calendar quarter end, including maximum applicable sales charges    
Class A Shares          
Inception (11/26/68)       10.82 %
10 Years       7.42  
  5 Years       7.66  
  1 Year       14.53  
Class B Shares          
Inception (6/26/95)       7.19 %
10 Years       7.39  
  5 Years       7.77  
  1 Year       15.21  
Class C Shares          
Inception (8/4/97)       4.35 %
10 Years       7.23  
  5 Years       8.07  
  1 Year       19.22  
Class R Shares          
Inception (6/3/02)       6.63 %
10 Years       7.75  
  5 Years       8.61  
  1 Year       20.87  
Class S Shares          
10 Years       8.08 %
  5 Years       8.98  
  1 Year       21.27  
Class Y Shares          
10 Years       8.16 %
  5 Years       9.16  
  1 Year       21.45  
Class R5 Shares          
Inception (7/30/91)       8.44 %
10 Years       8.50  
  5 Years       9.33  
  1 Year       21.52  
Class R6 Shares          
10 Years       8.08 %
  5 Years       8.98  
  1 Year       21.67  

shown prior to that date is that of Class A shares and includes the 12b-1 fees applicable to Class A shares. Class A share performance reflects any applicable fee waivers or expense reimbursements.

    The performance data quoted represent past performance and cannot guarantee comparable future results; current performance may be lower or higher. Please visit invesco.com/performance for the most recent month-end performance. Performance figures reflect reinvested distributions, changes in net asset value and the effect of the maximum

sales charge unless otherwise stated. Investment return and principal value will fluctuate so that you may have a gain or loss when you sell shares.

    The total annual Fund operating expense ratio set forth in the most recent Fund prospectus as of the date of this report for Class A, Class B, Class C, Class R, Class S, Class Y, Class R5 and Class R6 shares was 1.12%, 1.87%, 1.87%, 1.37%, 1.02% 0.87%, 0.70% and 0.66%, respectively. The expense ratios presented above may vary from the expense ratios presented in other sections of this report that are based on expenses incurred during the period covered by this report.

    Class A share performance reflects the maximum 5.50% sales charge, and Class B and Class C share performance reflects the applicable contingent deferred sales charge (CDSC) for the period involved. The CDSC on Class B shares declines from 5% beginning at the time of purchase to 0% at the beginning of the seventh year. The CDSC on Class C shares is 1% for the first year after purchase. Class R, Class S, Class Y, Class R5 and Class R6 shares do not have a front-end sales charge or a CDSC; therefore, performance is at net asset value.

    The performance of the Fund’s share classes will differ primarily due to different sales charge structures and class expenses.

 

 

7                                 Invesco Charter Fund


 

Invesco Charter Fund’s investment objective is long-term growth of capital.

n   Unless otherwise stated, information presented in this report is as of October 31, 2013, and is based on total net assets.
n   Unless otherwise noted, all data provided by Invesco.
n   To access your Fund’s reports/prospectus, visit invesco.com/fundreports.

 

 

 

About share classes

n   Class B shares may not be purchased for new or additional investments. Please see the prospectus for more information.
n   Class R shares are generally available only to employee benefit plans. Please see the prospectus for more information.
n   Class S shares and Class Y shares are available only to certain investors. Please see the prospectus for more information.
n   Class R5 shares and Class R6 shares are primarily intended for retirement plans that meet certain standards and for institutional investors. On September 24, 2012, Institutional Class shares were renamed Class R5 shares. Please see the prospectus for more information.

 

 

Principal risks of investing in the Fund

n   Cash/cash equivalents risk. Holding cash or cash equivalents may negatively affect performance.
n   Debt securities risk. The Fund may invest in debt securities that are affected by changing interest rates and changes in their effective maturities and credit quality.
n   Derivatives risk. The performance of derivative instruments is tied to the performance of an underlying currency, security, index, commodity or other asset. In addition to risks relating to their underlying assets, the use of derivatives may include other, possibly greater, risks. Derivatives involve costs, may be volatile, and may involve a small initial investment relative to the risk assumed. Risks associated with the use of derivatives may include counterparty, margin, leverage, correlation, liquidity, tax, market, interest rate and management risks, as well as the risk of potential increased regulation of derivatives. Derivatives may also be more difficult to purchase, sell or value than other investments. The Fund may lose more
   

than the cash amount invested on investments in derivatives. Each of these risks is greater for the Fund than mutual funds that do not use derivatives to implement their investment strategy.

n   Foreign securities risk. The Fund’s foreign investments may be affected by changes in a foreign country’s exchange rates, political and social instability, changes in economic or taxation policies, difficulties when enforcing obligations, decreased liquidity, and increased volatility. Foreign companies may be subject to less regulation resulting in less publicly available information about the companies.
n   Management risk. The investment techniques and risk analysis used by the Fund’s portfolio managers may not produce the desired results.
n   Market risk. The prices of and the income generated by the Fund’s securities may decline in response to, among other things, investor sentiment, general economic and market conditions, regional or global instability, and currency and interest rate fluctuations.

 

 

About indexes used in this report

n   The S&P 500® Index is an unmanaged index considered representative of the US stock market.
n   The Russell 1000® Index is an unmanaged index considered representative of large-cap stocks. The Russell 1000 Index is a trademark/service mark of the Frank Russell Co. Russell® is a trademark of the Frank Russell Co.
n   The Lipper Large-Cap Core Funds Index is an unmanaged index considered representative of large-cap core funds tracked by Lipper.
n   The Fund is not managed to track the performance of any particular index, including the index(es) described here, and consequently, the performance of the Fund may deviate significantly from the performance of the index(es).
n   A direct investment cannot be made in an index. Unless otherwise indicated, index results include reinvested dividends, and they do not reflect sales charges. Performance of the peer group, if applicable, reflects fund expenses; performance of a market index does not.

 

 

Other information

n   The returns shown in management’s discussion of Fund performance are based on net asset values calculated for shareholder transactions. Generally accepted accounting principles require adjustments to be made to the net assets of the Fund at period end for financial reporting purposes, and as such, the net asset values for shareholder transactions and the returns based on those net asset values may differ from the net asset values and returns reported in the Financial Highlights.
n   Industry classifications used in this report are generally according to the Global Industry Classification Standard, which was developed by and is the exclusive property and a service mark of MSCI Inc. and Standard & Poor’s.
 

 

This report must be accompanied or preceded by a currently effective Fund prospectus, which contains more complete information, including sales charges and expenses. Investors should read it carefully before investing.

  

 

NOT FDIC INSURED   |   MAY LOSE VALUE   |   NO BANK GUARANTEE

 

Fund Nasdaq Symbols

 

Class A Shares   CHTRX    
Class B Shares   BCHTX    
Class C Shares   CHTCX    
Class R Shares   CHRRX    
Class S Shares   CHRSX    
Class Y Shares   CHTYX    
Class R5 Shares   CHTVX    
Class R6 Shares   CHFTX    
 

 

8                                 Invesco Charter Fund


Schedule of Investments(a)

October 31, 2013

 

 

     Shares      Value  

Common Stocks & Other Equity Interests–88.11%

  

Aerospace & Defense–1.19%   

Boeing Co. (The)

    550,612       $ 71,854,866   
Air Freight & Logistics–0.96%   

FedEx Corp.

    440,000         57,640,000   
Application Software–1.12%   

Adobe Systems Inc.(b)

    1,251,960         67,856,232   
Asset Management & Custody Banks–1.68%   

Northern Trust Corp.

    1,799,955         101,553,461   
Auto Parts & Equipment–1.29%   

Johnson Controls, Inc.

    1,693,164         78,139,519   
Automobile Manufacturers–0.95%   

Daimler AG (Germany)

    700,807         57,507,793   
Biotechnology–1.91%   

Gilead Sciences, Inc.(b)

    1,626,544         115,468,358   
Brewers–1.18%   

Molson Coors Brewing Co.–Class B

    1,323,371         71,462,034   
Casinos & Gaming–1.17%   

Las Vegas Sands Corp.

    1,009,236         70,868,552   
Communications Equipment–3.22%   

Cisco Systems, Inc.

    2,706,213         60,889,793   

F5 Networks, Inc.(b)

    569,348         46,407,555   

QUALCOMM, Inc.

    1,250,878         86,898,495   
               194,195,843   
Computer Storage & Peripherals–0.74%   

EMC Corp.

    1,863,203         44,847,296   
Construction & Farm Machinery & Heavy Trucks–0.64%   

Caterpillar Inc.

    460,127         38,356,187   
Construction Materials–0.47%   

CRH PLC (Ireland)

    1,173,344         28,579,226   
Consumer Finance–2.49%   

American Express Co.

    1,836,995         150,266,191   
Department Stores–1.59%   

Macy’s, Inc.

    2,077,944         95,813,998   
Diversified Banks–1.20%   

U.S. Bancorp

    1,934,146         72,259,695   
Diversified Chemicals–0.69%   

Dow Chemical Co. (The)

    1,050,000         41,443,500   
Electric Utilities–0.99%   

Duke Energy Corp.

    830,268         59,555,124   
Electrical Components & Equipment–0.71%   

Eaton Corp. PLC

    605,093         42,695,362   
     Shares      Value  
Electronic Manufacturing Services–1.71%   

TE Connectivity Ltd. (Switzerland)

    2,008,243       $ 103,404,432   
Fertilizers & Agricultural Chemicals–1.07%   

Mosaic Co. (The)

    1,409,900         64,643,915   
Food Retail–1.22%   

Kroger Co. (The)

    1,715,826         73,505,986   
General Merchandise Stores–1.09%   

Target Corp.

    1,018,000         65,956,220   
Gold–0.55%   

Agnico Eagle Mines Ltd. (Canada)

    339,322         10,020,179   

Kinross Gold Corp. (Canada)

    4,557,391         23,105,972   
               33,126,151   
Health Care Distributors–1.01%   

Cardinal Health, Inc.

    1,040,153         61,015,375   
Health Care Equipment–1.05%   

Covidien PLC

    989,438         63,432,870   
Health Care Facilities–1.90%   

HCA Holdings, Inc.

    2,426,742         114,396,618   
Heavy Electrical Equipment–0.72%   

ABB Ltd. (Switzerland)

    1,697,664         43,234,377   
Home Improvement Retail–1.24%   

Lowe’s Cos., Inc.

    1,499,667         74,653,423   
Household Products–1.26%   

Procter & Gamble Co. (The)

    941,221         76,003,596   
Industrial Conglomerates–2.00%   

General Electric Co.

    4,606,764         120,420,811   
Industrial Gases–1.17%   

Air Products & Chemicals, Inc.

    648,909         70,737,570   
Industrial Machinery–2.84%   

Illinois Tool Works Inc.

    766,720         60,409,869   

Parker Hannifin Corp.

    736,448         85,958,211   

Sandvik AB (Sweden)

    1,866,843         25,180,188   
               171,548,268   
Insurance Brokers–1.44%   

Marsh & McLennan Cos., Inc.

    1,897,084         86,886,447   
Integrated Oil & Gas–2.45%   

Chevron Corp.

    713,901         85,639,564   

Occidental Petroleum Corp.

    648,968         62,352,845   
               147,992,409   
Internet Software & Services–1.15%   

eBay Inc.(b)

    1,310,931         69,099,173   
 

 

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

 

9                         Invesco Charter Fund


     Shares      Value  
Investment Banking & Brokerage–1.13%   

Charles Schwab Corp. (The)

    3,006,057       $ 68,087,191   
IT Consulting & Other Services–1.05%   

International Business Machines Corp.

    353,709         63,388,190   
Life Sciences Tools & Services–2.32%   

Agilent Technologies, Inc.

    1,339,708         68,003,578   

Thermo Fisher Scientific, Inc.

    738,926         72,252,184   
               140,255,762   
Managed Health Care–1.17%   

UnitedHealth Group Inc.

    1,033,981         70,579,543   
Movies & Entertainment–0.77%   

Twenty-First Century Fox, Inc.–Class A

    1,363,749         46,476,566   
Oil & Gas Equipment & Services–5.19%   

Cameron International Corp.(b)

    1,707,066         93,649,641   

Halliburton Co.

    1,541,706         81,756,669   

Schlumberger Ltd.

    478,944         44,886,631   

Weatherford International Ltd.(b)

    5,674,170         93,283,355   
               313,576,296   
Oil & Gas Exploration & Production–4.60%   

Anadarko Petroleum Corp.

    561,893         53,542,784   

EOG Resources, Inc.

    361,000         64,402,400   

Noble Energy, Inc.

    875,896         65,630,887   

Pioneer Natural Resources Co.

    459,994         94,197,572   
               277,773,643   
Packaged Foods & Meats–2.01%   

Danone S.A. (France)

    942,380         69,699,420   

Kellogg Co.

    820,434         51,892,451   
               121,591,871   
Paper Products–0.81%   

International Paper Co.

    1,100,000         49,071,000   
Pharmaceuticals–8.35%   

Allergan, Inc.

    513,813         46,556,596   

Merck & Co., Inc.

    1,563,405         70,493,931   

Novartis AG–ADR (Switzerland)

    973,603         75,502,913   

Pfizer Inc.

    1,857,451         56,986,597   
     Shares      Value  
Pharmaceuticals–(continued)   

Roche Holding AG (Switzerland)

    324,648       $ 89,701,253   

Sanofi–ADR (France)

    2,262,118         120,978,070   

Zoetis Inc.

    1,391,145         44,043,651   
               504,263,011   
Property & Casualty Insurance–4.15%   

Berkshire Hathaway Inc.
–Class A(b)

    780         134,935,944   

Progressive Corp. (The)

    4,459,658         115,817,318   
               250,753,262   
Railroads–1.61%   

Norfolk Southern Corp.

    516,880         44,462,018   

Union Pacific Corp.

    346,705         52,491,137   
               96,953,155   
Semiconductor Equipment–0.71%   

KLA-Tencor Corp.

    648,915         42,568,824   
Semiconductors–3.24%   

Analog Devices, Inc.

    2,237,690         110,318,117   

Taiwan Semiconductor Manufacturing Co.
Ltd. (Taiwan)

    23,007,019         85,018,465   
               195,336,582   
Systems Software–2.94%   

Microsoft Corp.

    2,772,195         97,997,093   

Symantec Corp.

    3,506,832         79,745,360   
               177,742,453   

Total Common Stocks & Other Equity Interests
(Cost $3,671,620,507)

   

     5,318,838,227   

Money Market Funds–12.22%

  

Liquid Assets Portfolio–Institutional Class(c)

    368,834,807         368,834,807   

Premier Portfolio–
Institutional Class(c)

    368,834,807         368,834,807   

Total Money Market Funds
(Cost $737,669,614)

   

     737,669,614   

TOTAL INVESTMENTS–100.33%
(Cost $4,409,290,121)

   

     6,056,507,841   

OTHER ASSETS LESS LIABILITIES–(0.33)%

  

     (19,665,471

NET ASSETS–100.00%

  

   $ 6,036,842,370   
 

Investment Abbreviations:

 

ADR  

– American Depositary Receipt

Notes to Schedule of Investments:

 

(a)  Industry and/or sector classifications used in this report are generally according to the Global Industry Classification Standard, which was developed by and is the exclusive property and a service mark of MSCI Inc. and Standard & Poor’s.
(b)  Non-income producing security.
(c)  The money market fund and the Fund are affiliated by having the same investment adviser.

 

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

 

10                         Invesco Charter Fund


Statement of Assets and Liabilities

October 31, 2013

 

Assets:

  

Investments, at value (Cost $3,671,620,507)

  $ 5,318,838,227   

Investments in affiliated money market funds, at value and cost

    737,669,614   

Total investments, at value (Cost $4,409,290,121)

    6,056,507,841   

Foreign currencies, at value (Cost $7,761,254)

    7,907,487   

Receivable for:

 

Investments sold

    13,769,806   

Investments sold to affiliates

    6,554,312   

Fund shares sold

    3,613,821   

Dividends

    5,619,555   

Investment for trustee deferred compensation and retirement plans

    538,939   

Other assets

    85,370   

Total assets

    6,094,597,131   

Liabilities:

  

Payable for:

 

Investments purchased

    47,472,763   

Fund shares reacquired

    4,677,308   

Accrued fees to affiliates

    3,410,246   

Accrued trustees’ and officers’ fees and benefits

    8,998   

Accrued other operating expenses

    222,430   

Trustee deferred compensation and retirement plans

    1,963,016   

Total liabilities

    57,754,761   

Net assets applicable to shares outstanding

  $ 6,036,842,370   

Net assets consist of:

  

Shares of beneficial interest

  $ 4,136,450,646   

Undistributed net investment income

    51,242,491   

Undistributed net realized gain

    201,765,223   

Net unrealized appreciation

    1,647,384,010   
    $ 6,036,842,370   

Net Assets:

  

Class A

  $ 4,529,845,775   

Class B

  $ 108,696,150   

Class C

  $ 283,654,793   

Class R

  $ 77,769,168   

Class S

  $ 24,013,851   

Class Y

  $ 469,066,258   

Class R5

  $ 413,032,649   

Class R6

  $ 130,763,726   

Shares outstanding, $0.001 par value per share,
with an unlimited number of shares authorized:

   

Class A

    203,905,451   

Class B

    5,116,265   

Class C

    13,317,808   

Class R

    3,530,273   

Class S

    1,079,921   

Class Y

    21,024,229   

Class R5

    18,036,520   

Class R6

    5,708,134   

Class A:

 

Net asset value per share

  $ 22.22   

Maximum offering price per share

 

(Net asset value of $22.22 ¸ 94.50%)

  $ 23.51   

Class B:

 

Net asset value and offering price per share

  $ 21.25   

Class C:

 

Net asset value and offering price per share

  $ 21.30   

Class R:

 

Net asset value and offering price per share

  $ 22.03   

Class S:

 

Net asset value and offering price per share

  $ 22.24   

Class Y:

 

Net asset value and offering price per share

  $ 22.31   

Class R5:

 

Net asset value and offering price per share

  $ 22.90   

Class R6:

 

Net asset value and offering price per share

  $ 22.91   
 

 

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

 

11                         Invesco Charter Fund


Statement of Operations

For the year ended October 31, 2013

 

Investment income:

  

Dividends (net of foreign withholding taxes of $3,134,513)

  $ 112,285,921   

Dividends from affiliated money market funds

    688,827   

Total investment income

    112,974,748   

Expenses:

 

Advisory fees

    34,442,723   

Administrative services fees

    655,041   

Custodian fees

    289,818   

Distribution fees:

 

Class A

    10,656,006   

Class B

    1,178,465   

Class C

    2,626,962   

Class R

    398,305   

Class S

    33,950   

Transfer agent fees — A, B, C, R, S and Y

    9,350,078   

Transfer agent fees — R5

    388,164   

Transfer agent fees — R6

    4,814   

Trustees’ and officers’ fees and benefits

    223,730   

Other

    835,951   

Total expenses

    61,084,007   

Less: Fees waived and expense offset arrangement(s)

    (1,224,837

Net expenses

    59,859,170   

Net investment income

    53,115,578   

Realized and unrealized gain (loss) from:

 

Net realized gain from:

 

Investment securities (includes net gains from securities sold to affiliates of $595,267)

    280,018,939   

Foreign currencies

    189,406   
      280,208,345   

Change in net unrealized appreciation (depreciation) of:

 

Investment securities

    996,184,291   

Foreign currencies

    (317,735
      995,866,556   

Net realized and unrealized gain

    1,276,074,901   

Net increase in net assets resulting from operations

  $ 1,329,190,479   

 

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

 

12                         Invesco Charter Fund


Statement of Changes in Net Assets

For the years ended October 31, 2013 and 2012

 

     2013      2012  

Operations:

  

  

Net investment income

  $ 53,115,578       $ 42,083,516   

Net realized gain

    280,208,345         137,758,538   

Change in net unrealized appreciation

    995,866,556         278,892,782   

Net increase in net assets resulting from operations

    1,329,190,479         458,734,836   

Distributions to shareholders from net investment income:

    

Class A

    (41,612,854      (25,075,364

Class B

    (332,279        

Class C

    (664,655        

Class R

    (615,458      (299,961

Class S

    (240,607      (149,780

Class Y

    (4,771,405      (1,625,174

Class R5

    (5,364,133      (3,843,725

Class R6

    (1,441,125        

Total distributions from net investment income

    (55,042,516      (30,994,004

Share transactions–net:

    

Class A

    (454,738,989      (307,172,847

Class B

    (43,223,240      (55,792,273

Class C

    (23,002,146      (30,249,202

Class R

    (21,711,427      9,098,086   

Class S

    (2,142,385      (1,721,333

Class Y

    14,464,207         145,476,560   

Class R5

    (54,219,495      (62,061,326

Class R6

    9,498,357         97,854,903   

Net increase (decrease) in net assets resulting from share transactions

    (575,075,118      (204,567,432

Net increase in net assets

    699,072,845         223,173,400   

Net assets:

    

Beginning of year

    5,337,769,525         5,114,596,125   

End of year (includes undistributed net investment income of $51,242,491 and $52,977,869, respectively)

  $ 6,036,842,370       $ 5,337,769,525   

Notes to Financial Statements

October 31, 2013

NOTE 1—Significant Accounting Policies

Invesco Charter Fund (the “Fund”) is a series portfolio of AIM Equity Funds (Invesco Equity Funds) (the “Trust”). The Trust is a Delaware statutory trust registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end series management investment company consisting of four separate portfolios, each authorized to issue an unlimited number of shares of beneficial interest. The assets, liabilities and operations of each portfolio are accounted for separately. Information presented in these financial statements pertains only to the Fund. Matters affecting each portfolio or class will be voted on exclusively by the shareholders of such portfolio or class.

The Fund’s investment objective is long-term growth of capital.

The Fund currently consists of eight different classes of shares: Class A, Class B, Class C, Class R, Class S, Class Y, Class R5 and Class R6. Class A shares are sold with a front-end sales charge unless certain waiver criteria are met and under certain circumstances load waived shares may be subject to contingent deferred sales charges (“CDSC”). Class C shares are sold with a CDSC. Class R, Class S, Class Y, Class R5 and Class R6 shares are sold at net asset value. Effective November 30, 2010, new or additional investments in Class B shares are no longer permitted. Existing shareholders of Class B shares may continue to reinvest dividends and capital gains distributions in Class B shares until they convert to Class A shares. Also, shareholders in Class B shares will be able to exchange those shares for Class B shares of other Invesco Funds offering such shares until they convert to Class A shares. Generally, Class B shares will automatically convert to Class A shares on or about the month-end, which is at least eight years after the date of purchase. Redemption of Class B shares prior to the conversion date will be subject to a CDSC.

The following is a summary of the significant accounting policies followed by the Fund in the preparation of its financial statements.

A. Security Valuations — Securities, including restricted securities, are valued according to the following policy.

A security listed or traded on an exchange (except convertible bonds) is valued at its 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, or lacking any sales or official closing price on a particular

 

13                         Invesco Charter Fund


day, the security may be valued at the closing bid price on that day. Securities traded in the over-the-counter market are valued based on prices furnished by independent pricing services or market makers. When such securities are valued by an independent pricing service they may be considered fair valued. 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. For purposes of determining net asset value per share, futures and option contracts generally are valued 15 minutes after the close of the customary trading session of the New York Stock Exchange (“NYSE”).

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.

Debt obligations (including convertible bonds) and unlisted equities are fair valued using an evaluated quote provided by an independent pricing service. Evaluated quotes provided by the pricing service 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 specific securities, dividend rate (for unlisted equities), yield (for debt obligations), quality, type of issue, coupon rate (for debt obligations), maturity (for debt obligations), individual trading characteristics and other market data. Debt obligations are subject to interest rate and credit risks. In addition, all debt obligations involve some risk of default with respect to interest and/or principal payments.

Foreign securities’ (including foreign exchange contracts) prices are converted into U.S. dollar amounts using the applicable 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 the Adviser determines are significant and make the closing price unreliable, the Fund may fair value the security. If the event is likely to have affected the closing price of the security, the security will be valued at fair value in good faith using procedures approved by the Board of Trustees. Adjustments to closing prices to reflect fair value may also be based on a screening process of an independent pricing service 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 value as of the close of the NYSE. Foreign securities’ prices meeting the approved degree of certainty that the price is not reflective of current value will be priced at the indication of fair value from the independent pricing service. Multiple factors may be considered by the independent pricing service in determining adjustments to reflect fair value and may include information relating to sector indices, American Depositary Receipts and domestic and foreign index futures. Foreign securities may have additional risks including exchange rate changes, potential for sharply devalued currencies and high inflation, political and economic upheaval, the relative lack of issuer information, relatively low market liquidity and the potential lack of strict financial and accounting controls and standards.

Securities for which market prices are not provided by any of the above methods may be valued based upon quotes furnished by independent sources. The last bid price may be used to value equity securities. The mean between the last bid and asked prices is used to value debt obligations, including corporate loans.

Securities for which market quotations are not readily available or became unreliable are valued at fair value as determined in good faith by or under the supervision of the Trust’s officers following 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.

Valuations change in response to many factors including the historical and prospective earnings of the issuer, the value of the issuer’s assets, general economic conditions, interest rates, investor perceptions and market liquidity. Because of the inherent uncertainties of valuation, the values reflected in the financial statements may materially differ from the value received upon actual sale of those investments.

B. Securities Transactions and Investment Income — Securities transactions are accounted for on a trade date basis. Realized gains or losses on sales are computed on the basis of specific identification of the securities sold. Interest income is recorded on the accrual basis from settlement date. Dividend income (net of withholding tax, if any) is recorded on the ex-dividend date.

The Fund may periodically participate in litigation related to Fund investments. As such, the Fund may receive proceeds from litigation settlements. Any proceeds received are included in the Statement of Operations as realized gain (loss) for investments no longer held and as unrealized gain (loss) for investments still held.

Brokerage commissions and mark ups are considered transaction costs and are recorded as an increase to the cost basis of securities purchased and/or a reduction of proceeds on a sale of securities. Such transaction costs are included in the determination of net realized and unrealized gain (loss) from investment securities reported in the Statement of Operations and the Statement of Changes in Net Assets and the net realized and unrealized gains (losses) on securities per share in the Financial Highlights. Transaction costs are included in the calculation of the Fund’s net asset value and, accordingly, they reduce the Fund’s total returns. These transaction costs are not considered operating expenses and are not reflected in net investment income reported in the Statement of Operations and Statement of Changes in Net Assets, or the net investment income per share and ratios of expenses and net investment income reported in the Financial Highlights, nor are they limited by any expense limitation arrangements between the Fund and the investment adviser.

The Fund allocates income and realized and unrealized capital gains and losses to a class based on the relative net assets of each class.

C. Country Determination — For the purposes of making investment selection decisions and presentation in the Schedule of Investments, the investment adviser may determine the country in which an issuer is located and/or credit risk exposure based on various factors. These factors include the laws of the country under which the issuer is organized, where the issuer maintains a principal office, the country in which the issuer derives 50% or more of its total revenues and the country that has the primary market for the issuer’s securities, as well as other criteria. Among the other criteria that may be evaluated for making this determination are the country in which the issuer maintains 50% or more of its assets, the type of security, financial guarantees and enhancements, the nature of the collateral and the sponsor organization. Country of issuer and/or credit risk exposure has been determined to be the United States of America, unless otherwise noted.
D. Distributions — Distributions from income and net realized capital gain, if any, are generally declared and paid annually and recorded on the ex-dividend date. The Fund may elect to treat a portion of the proceeds from redemptions as distributions for federal income tax purposes.

 

14                         Invesco Charter Fund


E. Federal Income Taxes — The Fund intends to comply with the requirements of Subchapter M of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), necessary to qualify as a regulated investment company and to distribute substantially all of the Fund’s taxable earnings to shareholders. As such, the Fund will not be subject to federal income taxes on otherwise taxable income (including net realized capital gain) that is distributed to shareholders. Therefore, no provision for federal income taxes is recorded in the financial statements.

The Fund files tax returns in the U.S. Federal jurisdiction and certain other jurisdictions. Generally, the Fund is subject to examinations by such taxing authorities for up to three years after the filing of the return for the tax period.

F. Expenses — Fees provided for under the Rule 12b-1 plan of a particular class of the Fund are charged to the operations of such class. Transfer agency fees and expenses and other shareholder recordkeeping fees and expenses attributable to Class R5 and Class R6 are allocated to each share class based on relative net assets. Sub-accounting fees attributable to Class R5 are charged to the operations of the class. Transfer agency fees and expenses and other shareholder recordkeeping fees and expenses relating to all other classes are allocated among those classes based on relative net assets. All other expenses are allocated among the classes based on relative net assets.
G. Accounting Estimates — The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period including estimates and assumptions related to taxation. Actual results could differ from those estimates by a significant amount. In addition, the Fund monitors for material events or transactions that may occur or become known after the period-end date and before the date the financial statements are released to print.
H. Indemnifications — Under the Trust’s organizational documents, each Trustee, officer, employee or other agent of the Trust is indemnified against certain liabilities that may arise out of the performance of their duties to the Fund. Additionally, in the normal course of business, the Fund enters into contracts, including the Fund’s servicing agreements, that contain a variety of indemnification clauses. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred. The risk of material loss as a result of such indemnification claims is considered remote.
I. Foreign Currency Translations — Foreign currency is valued at the close of the NYSE based on quotations posted by banks and major currency dealers. Portfolio securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollar amounts at date of valuation. Purchases and sales of portfolio securities (net of foreign taxes withheld on disposition) and income items denominated in foreign currencies are translated into U.S. dollar amounts on the respective dates of such transactions. The Fund does not separately account for the portion of the results of operations resulting from changes in foreign exchange rates on investments and the fluctuations arising from changes in market prices of securities held. The combined results of changes in foreign exchange rates and the fluctuation of market prices on investments (net of estimated foreign tax withholding) are included with the net realized and unrealized gain or loss from investments in the Statement of Operations. Reported net realized foreign currency gains or losses arise from (1) sales of foreign currencies, (2) currency gains or losses realized between the trade and settlement dates on securities transactions, and (3) the difference between the amounts of dividends, interest, and foreign withholding taxes recorded on the Fund’s books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign currency gains and losses arise from changes in the fair values of assets and liabilities, other than investments in securities at fiscal period end, resulting from changes in exchange rates.

The Fund may invest in foreign securities which may be subject to foreign taxes on income, gains on investments or currency repatriation, a portion of which may be recoverable.

J. Foreign Currency Contracts — The Fund may enter into foreign currency contracts to manage or minimize currency or exchange rate risk. The Fund may also enter into foreign currency contracts for the purchase or sale of a security denominated in a foreign currency in order to “lock in” the U.S. dollar price of that security. A foreign currency contract is an obligation to purchase or sell a specific currency for an agreed-upon price at a future date. The use of foreign currency contracts does not eliminate fluctuations in the price of the underlying securities the Fund owns or intends to acquire but establishes a rate of exchange in advance. Fluctuations in the value of these contracts are measured by the difference in the contract date and reporting date exchange rates and are recorded as unrealized appreciation (depreciation) until the contracts are closed. When the contracts are closed, realized gains (losses) are recorded. Realized and unrealized gains (losses) on the contracts are included in the Statement of Operations. The primary risks associated with foreign currency contracts include failure of the counterparty to meet the terms of the contract and the value of the foreign currency changing unfavorably. These risks may be in excess of the amounts reflected in the Statement of Assets and Liabilities.

NOTE 2—Advisory Fees and Other Fees Paid to Affiliates

The Trust has entered into a master investment advisory agreement with Invesco Advisers, Inc. (the “Adviser” or “Invesco”). Under the terms of the investment advisory agreement, the Fund pays an advisory fee to the Adviser based on the annual rate of the Fund’s average daily net assets as follows:

 

Average Daily Net Assets   Rate

First $250 million

    0 .695%   

Next $4.05 billion

    0 .615%   

Next $3.9 billion

    0 .57%   

Next $1.8 billion

    0 .545%   

Over $10 billion

    0 .52%     

Under the terms of a master sub-advisory agreement between the Adviser and each of Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Limited, Invesco Australia Limited, Invesco Hong Kong Limited, Invesco Senior Secured Management, Inc. and Invesco Canada Ltd. (collectively, the “Affiliated Sub-Advisers”) the Adviser, not the Fund, may pay 40% of the fees paid to the Adviser to any such Affiliated Sub-Adviser(s) that provide(s) discretionary investment management services to the Fund based on the percentage of assets allocated to such Sub-Adviser(s).

 

15                         Invesco Charter Fund


The Adviser has contractually agreed, through at least June 30, 2014, to waive advisory fees and/or reimburse expenses of all shares to the extent necessary to limit total annual fund operating expenses after fee waiver and/or expense reimbursement (excluding certain items discussed below) of Class A, Class B, Class C, Class R, Class S, Class Y, Class R5 and Class R6 shares to 2.00%, 2.75%, 2.75%, 2.25%, 1.90%, 1.75%, 1.75% and 1.75%, respectively, of average daily net assets. In determining the Adviser’s obligation to waive advisory fees and/or reimburse expenses, the following expenses are not taken into account, and could cause the total annual fund operating expenses after fee waiver and/or expense reimbursement to exceed the numbers reflected above: (1) interest; (2) taxes; (3) dividend expense on short sales; (4) extraordinary or non-routine items, including litigation expenses; and (5) expenses that the Fund has incurred but did not actually pay because of an expense offset arrangement. Unless Invesco continues the fee waiver agreement, it will terminate on June 30, 2014. The fee waiver agreement cannot be terminated during its term. The Adviser did not waive fees and/or reimburse expenses during the period under this expense limitation.

Further, the Adviser has contractually agreed, through June 30, 2014, to waive the advisory fee payable by the Fund in an amount equal to 100% of the net advisory fees the Adviser receives from the affiliated money market funds on investments by the Fund of uninvested cash in such affiliated money market funds.

For the year ended October 31, 2013, the Adviser waived advisory fees of $1,200,513.

The Trust has entered into a master administrative services agreement with Invesco pursuant to which the Fund has agreed to pay Invesco for certain administrative costs incurred in providing accounting services to the Fund. For the year ended October 31, 2013, expenses incurred under the agreement are shown in the Statement of Operations as Administrative services fees.

The Trust has entered into a transfer agency and service agreement with Invesco Investment Services, Inc. (“IIS”) pursuant to which the Fund has agreed to pay IIS a fee for providing transfer agency and shareholder services to the Fund and reimburse IIS for certain expenses incurred by IIS in the course of providing such services. IIS may make payments to intermediaries that provide omnibus account services, sub-accounting services and/or networking services. All fees payable by IIS to intermediaries that provide omnibus account services or sub-accounting are charged back to the Fund, subject to certain limitations approved by the Trust’s Board of Trustees. For the year ended October 31, 2013, expenses incurred under the agreement are shown in the Statement of Operations as Transfer agent fees.

The Trust has entered into master distribution agreements with Invesco Distributors, Inc. (“IDI”) to serve as the distributor for the Class A, Class B, Class C, Class R, Class S, Class Y, Class R5 and Class R6 shares of the Fund. The Trust has adopted plans pursuant to Rule 12b-1 under the 1940 Act with respect to the Fund’s Class A, Class B, Class C, Class R and Class S shares (collectively, the “Plans”). The Fund, pursuant to the Plans, pays IDI compensation at the annual rate of 0.25% of the Fund’s average daily net assets of Class A shares, 1.00% of the average daily net assets of Class B and Class C shares, 0.50% of the average daily net assets of Class R shares and 0.15% of the average daily net assets of Class S shares. Of the Plan payments, up to 0.25% of the average daily net assets of Class A, Class B, Class C and Class R shares and 0.15% of the average daily net assets of Class S shares may be paid to furnish continuing personal shareholder services to customers who purchase and own shares of such classes. Any amounts not paid as a service fee under the Plans would constitute an asset-based sales charge. Rules of the Financial Industry Regulatory Authority (“FINRA”) impose a cap on the total sales charges, including asset-based sales charges, that may be paid by any class of shares of the Fund. For the year ended October 31, 2013, expenses incurred under the Plans are shown in the Statement of Operations as Distribution fees.

Front-end sales commissions and CDSC (collectively, the “sales charges”) are not recorded as expenses of the Fund. Front-end sales commissions are deducted from proceeds from the sales of Fund shares prior to investment in Class A shares of the Fund. CDSC are deducted from redemption proceeds prior to remittance to the shareholder. During the year ended October 31, 2013, IDI advised the Fund that IDI retained $443,407 in front-end sales commissions from the sale of Class A shares and $899, $87,561 and $9,469 from Class A, Class B and Class C shares, respectively, for CDSC imposed on redemptions by shareholders.

For the year ended October 31, 2013, the Fund incurred $1,333 in brokerage commissions with Invesco Capital Markets, Inc., an affiliate of the Adviser and IDI, for portfolio transactions executed on behalf of the Fund.

Certain officers and trustees of the Trust are officers and directors of the Adviser, IIS and/or IDI.

NOTE 3—Additional Valuation Information

GAAP defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, under current market conditions. GAAP establishes a hierarchy that prioritizes the inputs to valuation methods, giving the highest priority to readily available unadjusted quoted prices in an active market for identical assets (Level 1) and the lowest priority to significant unobservable inputs (Level 3), generally when market prices are not readily available or are unreliable. Based on the valuation inputs, the securities or other investments are tiered into one of three levels. Changes in valuation methods may result in transfers in or out of an investment’s assigned level:

  Level 1 — Prices are determined using quoted prices in an active market for identical assets.
  Level 2 — Prices are determined using other significant observable inputs. Observable inputs are inputs that other market participants may use in pricing a security. These may include quoted prices for similar securities, interest rates, prepayment speeds, credit risk, yield curves, loss severities, default rates, discount rates, volatilities and others.
  Level 3 — Prices are determined using significant unobservable inputs. In situations where quoted prices or observable inputs are unavailable (for example, when there is little or no market activity for an investment at the end of the period), unobservable inputs may be used. Unobservable inputs reflect the Fund’s own assumptions about the factors market participants would use in determining fair value of the securities or instruments and would be based on the best available information.

The following is a summary of the tiered valuation input levels, as of October 31, 2013. The level assigned to the securities valuations may not be an indication of the risk or liquidity associated with investing in those securities. Because of the inherent uncertainties of valuation, the values reflected in the financial statements may materially differ from the value received upon actual sale of those investments.

 

     Level 1        Level 2        Level 3        Total  

Equity Securities

  $ 5,715,094,911         $ 341,412,930         $         $ 6,056,507,841   

 

16                         Invesco Charter Fund


NOTE 4—Security Transactions with Affiliated Funds

The Fund is permitted to purchase or sell securities from or to certain other Invesco Funds under specified conditions outlined in procedures adopted by the Board of Trustees of the Trust. The procedures have been designed to ensure that any purchase or sale of securities by the Fund from or to another fund or portfolio that is or could be considered an affiliate by virtue of having a common investment adviser (or affiliated investment advisers), common Trustees and/or common officers complies with Rule 17a-7 of the 1940 Act. Further, as defined under the procedures, each transaction is effected at the current market price. Pursuant to these procedures, for the year ended October 31, 2013, the Fund engaged in securities sales of $6,554,312, which resulted in net realized gains of $595,267.

NOTE 5—Expense Offset Arrangement(s)

The expense offset arrangement is comprised of transfer agency credits which result from balances in demand deposit accounts used by the transfer agent for clearing shareholder transactions. For the year ended October 31, 2013, the Fund received credits from this arrangement, which resulted in the reduction of the Fund’s total expenses of $24,324.

NOTE 6—Trustees’ and Officers’ Fees and Benefits

Trustees’ and Officers’ Fees and Benefits include amounts accrued by the Fund to pay remuneration to certain Trustees and Officers of the Fund. Trustees have the option to defer compensation payable by the Fund, and Trustees’ and Officers’ Fees and Benefits also include amounts accrued by the Fund to fund such deferred compensation amounts. Those Trustees who defer compensation have the option to select various Invesco Funds in which their deferral accounts shall be deemed to be invested. Finally, certain current Trustees are eligible to participate in a retirement plan that provides for benefits to be paid upon retirement to Trustees over a period of time based on the number of years of service. The Fund may have certain former Trustees who also participate in a retirement plan and receive benefits under such plan. Trustees’ and Officers’ Fees and Benefits include amounts accrued by the Fund to fund such retirement benefits. Obligations under the deferred compensation and retirement plans represent unsecured claims against the general assets of the Fund.

NOTE 7—Cash Balances

The Fund is permitted to temporarily carry a negative or overdrawn balance in its account with State Street Bank and Trust Company, the custodian bank. Such balances, if any at period end, are shown in the Statement of Assets and Liabilities under the payable caption Amount due custodian. To compensate the custodian bank for such overdrafts, the overdrawn Fund may either (1) leave funds as a compensating balance in the account so the custodian bank can be compensated by earning the additional interest; or (2) compensate by paying the custodian bank at a rate agreed upon by the custodian bank and Invesco, not to exceed the contractually agreed upon rate.

NOTE 8—Distributions to Shareholders and Tax Components of Net Assets

Tax Character of Distributions to Shareholders Paid During the Years Ended October 31, 2013 and 2012:

 

     2013        2012  

Ordinary income

  $ 55,042,516         $ 30,994,004   

Tax Components of Net Assets at Period-End:

 

     2013  

Undistributed ordinary income

  $ 107,333,262   

Undistributed long-term gain

    199,824,082   

Net unrealized appreciation — investments

    1,641,417,270   

Net unrealized appreciation — other investments

    166,290   

Temporary book/tax differences

    (1,849,456

Capital loss carryforward

    (46,499,724

Shares of beneficial interest

    4,136,450,646   

Total net assets

  $ 6,036,842,370   

The difference between book-basis and tax-basis unrealized appreciation (depreciation) is due to differences in the timing of recognition of gains and losses on investments for tax and book purposes. The Fund’s net unrealized appreciation difference is attributable primarily to wash sales.

The temporary book/tax differences are a result of timing differences between book and tax recognition of income and/or expenses. The Fund’s temporary book/tax differences are the result of the trustee deferral of compensation and retirement plan benefits.

Capital loss carryforward is calculated and reported as of a specific date. Results of transactions and other activity after that date may affect the amount of capital loss carryforward actually available for the Fund to utilize. Capital losses generated in years beginning after December 22, 2010 can be carried forward for an unlimited period, whereas previous losses expire in 8 tax years. Capital losses with an expiration period may not be used to offset capital gains until all net capital losses without an expiration date have been utilized. Capital loss carryforwards with no expiration date will retain their character as either short-term or long-term capital losses instead of as short-term capital losses as under prior law. The ability to utilize capital loss carryforward in the future may be limited under the Internal Revenue Code and related regulations based on the results of future transactions.

 

17                         Invesco Charter Fund


The Fund utilized $25,130,184 of capital loss carryforward in the current period to offset net realized capital gain for federal income tax purposes. The Fund has a capital loss carryforward as of October 31, 2013, which expires as follows:

 

Capital Loss Carryforward*  
Expiration   Short-Term        Long-Term        Total  

October 31, 2017

  $ 37,234,275         $         $ 37,234,275   

October 31, 2018

    9,265,449                     9,265,449   

Total capital loss carryforward

  $ 46,499,724         $         $ 46,499,724   

 

* Capital loss carryforward as of the date listed above is reduced for limitations, if any, to the extent required by the Internal Revenue Code. To the extent that unrealized gains as of May 23, 2011, the date of reorganization of Invesco Multi-Sector Fund into the Fund, are realized on securities held in each fund at such date of reorganization, the capital loss carryforward may be further limited for up to five years from the date of the reorganization.

NOTE 9—Investment Securities

The aggregate amount of investment securities (other than short-term securities, U.S. Treasury obligations and money market funds, if any) purchased and sold by the Fund during the year ended October 31, 2013 was $1,713,501,777 and $1,862,393,485, respectively. Cost of investments on a tax basis includes the adjustments for financial reporting purposes as of the most recently completed federal income tax reporting period-end.

 

Unrealized Appreciation (Depreciation) of Investment Securities on a Tax Basis  

Aggregate unrealized appreciation of investment securities

  $ 1,673,348,498   

Aggregate unrealized (depreciation) of investment securities

    (31,931,228

Net unrealized appreciation of investment securities

  $ 1,641,417,270   

Cost of investments for tax purposes is $4,415,090,571.

NOTE 10—Reclassification of Permanent Differences

Primarily as a result of differing book/tax treatment of foreign currency transactions and fair funds settlement, on October 31, 2013, undistributed net investment income was increased by $191,560 and undistributed net realized gain was decreased by $191,560. This reclassification had no effect on the net assets of the Fund.

 

18                         Invesco Charter Fund


NOTE 11—Share Information

 

     Summary of Share Activity  
    Years ended October 31,  
    2013(a)      2012  
     Shares      Amount      Shares      Amount  

Sold:

          

Class A

    12,652,341       $ 251,490,534         18,665,820       $ 318,586,275   

Class B

    134,679         2,555,466         283,613         4,607,651   

Class C

    1,368,037         26,345,282         1,570,666         25,636,338   

Class R

    997,549         19,538,282         1,996,803         33,628,068   

Class S

    67,050         1,315,025         132,734         2,283,093   

Class Y

    8,445,957         167,974,315         15,184,586         253,739,164   

Class R5

    3,056,357         63,011,733         11,281,979         198,397,989   

Class R6(b)

    972,513         20,256,468         5,274,265         98,312,192   

Issued as reinvestment of dividends:

          

Class A

    2,115,045         37,838,158         1,415,160         22,897,282   

Class B

    18,511         318,771                   

Class C

    35,450         612,226                   

Class R

    34,598         615,152         18,652         299,925   

Class S

    13,319         238,288         9,157         148,151   

Class Y

    218,839         3,923,789         79,388         1,287,666   

Class R5

    281,880         5,183,775         217,414         3,615,597   

Class R6

    78,407         1,441,124                   

Automatic conversion of Class B shares to Class A shares:

          

Class A

    1,487,914         29,540,214         2,230,947         37,964,766   

Class B

    (1,550,889      (29,540,214      (2,325,996      (37,964,766

Reacquired:

          

Class A

    (39,328,823      (773,607,895      (40,152,173      (686,621,170

Class B

    (876,468      (16,557,263      (1,365,436      (22,435,158

Class C

    (2,657,705      (49,959,654      (3,404,549      (55,885,540

Class R

    (2,136,456      (41,864,861      (1,468,013      (24,829,907

Class S

    (187,448      (3,695,698      (241,152      (4,152,577

Class Y

    (7,977,731      (157,433,897      (6,278,117      (109,550,270

Class R5

    (5,993,528      (122,415,003      (14,784,957      (264,074,912

Class R6

    (592,344      (12,199,235      (24,707      (457,289

Net increase (decrease) in share activity

    (29,322,946    $ (575,075,118      (11,683,916    $ (204,567,432

 

(a)  There are entities that are record owners of more than 5% of the outstanding shares of the Fund and in the aggregate own 28% of the outstanding shares of the Fund. IDI has an agreement with these entities to sell Fund shares. The Fund, Invesco and/or Invesco affiliates may make payments to these entities, which are considered to be related to the Fund, for providing services to the Fund, Invesco and/or Invesco affiliates including but not limited to services such as securities brokerage, distribution, third party record keeping and account servicing. The Fund has no knowledge as to whether all or any portion of the shares owned of record by these entities are also owned beneficially.
(b)  Commencement date of September 24, 2012.

 

19                         Invesco Charter Fund


NOTE 12—Financial Highlights

The following schedule presents financial highlights for a share of the Fund outstanding throughout the periods indicated.

 

     Net asset
value,
beginning
of period
    Net
investment
income
(loss)(a)
    Net gains
(losses)
on securities
(both
realized and
unrealized)
    Total from
investment
operations
    Dividends
from net
investment
income
    Net asset
value, end
of period
    Total
return(b)
    Net assets,
end of period
(000’s omitted)
    Ratio of
expenses
to average
net assets
with fee waivers
and/or expenses
absorbed
    Ratio of
expenses
to average net
assets without
fee waivers
and/or expenses
absorbed
    Ratio of net
investment
income (loss)
to average
net assets
    Portfolio
turnover(c)
 

Class A

  

Year ended 10/31/13

  $ 17.73      $ 0.19      $ 4.49      $ 4.68      $ (0.19   $ 22.22        26.63   $ 4,529,846        1.05 %(d)      1.07 %(d)      0.94 %(d)      35

Year ended 10/31/12

    16.38        0.14        1.31        1.45        (0.10     17.73        8.93        4,025,451        1.10        1.12        0.79        42   

Year ended 10/31/11

    15.30        0.10        1.04        1.14        (0.06     16.38        7.50        4,009,014        1.10        1.13        0.64        40   

Year ended 10/31/10

    14.16        0.07        1.16 (e)      1.23        (0.09     15.30        8.72 (e)      4,027,296        1.14        1.18        0.45        48   

Year ended 10/31/09

    12.46        0.09        1.76 (e)      1.85        (0.15     14.16        15.19 (e)      3,915,161        1.26        1.29        0.76        32   

Class B

  

Year ended 10/31/13

    16.96        0.04        4.30        4.34        (0.05     21.25        25.63        108,696        1.80 (d)      1.82 (d)      0.19 (d)      35   

Year ended 10/31/12

    15.67        0.01        1.28        1.29               16.96        8.23        125,315        1.85        1.87        0.04        42   

Year ended 10/31/11

    14.69        (0.02     1.00        0.98               15.67        6.67        169,243        1.85        1.88        (0.11     40   

Year ended 10/31/10

    13.62        (0.04     1.11 (e)      1.07               14.69        7.86 (e)      211,105        1.89        1.93        (0.30     48   

Year ended 10/31/09

    11.91        0.00        1.71 (e)      1.71               13.62        14.36 (e)      281,911        2.01        2.04        0.01        32   

Class C

  

Year ended 10/31/13

    17.00        0.04        4.31        4.35        (0.05     21.30        25.63        283,655        1.80 (d)      1.82 (d)      0.19 (d)      35   

Year ended 10/31/12

    15.71        0.01        1.28        1.29               17.00        8.21        247,719        1.85        1.87        0.04        42   

Year ended 10/31/11

    14.73        (0.02     1.00        0.98               15.71        6.65        257,790        1.85        1.88        (0.11     40   

Year ended 10/31/10

    13.65        (0.04     1.12 (e)      1.08               14.73        7.91 (e)      245,757        1.89        1.93        (0.30     48   

Year ended 10/31/09

    11.94        0.00        1.71 (e)      1.71               13.65        14.32 (e)      226,830        2.01        2.04        0.01        32   

Class R

  

Year ended 10/31/13

    17.59        0.14        4.44        4.58        (0.14     22.03        26.23        77,769        1.30 (d)      1.32 (d)      0.69 (d)      35   

Year ended 10/31/12

    16.25        0.09        1.32        1.41        (0.07     17.59        8.73        81,503        1.35        1.37        0.54        42   

Year ended 10/31/11

    15.18        0.06        1.04        1.10        (0.03     16.25        7.26        66,405        1.35        1.38        0.39        40   

Year ended 10/31/10

    14.07        0.03        1.15 (e)      1.18        (0.07     15.18        8.43 (e)      57,003        1.39        1.43        0.20        48   

Year ended 10/31/09

    12.38        0.07        1.75 (e)      1.82        (0.13     14.07        14.93 (e)      25,096        1.51        1.54        0.51        32   

Class S

  

Year ended 10/31/13

    17.75        0.21        4.48        4.69        (0.20     22.24        26.73        24,014        0.95 (d)      0.97 (d)      1.04 (d)      35   

Year ended 10/31/12

    16.39        0.15        1.33        1.48        (0.12     17.75        9.08        21,072        1.00        1.02        0.89        42   

Year ended 10/31/11

    15.31        0.12        1.04        1.16        (0.08     16.39        7.62        21,080        1.00        1.03        0.74        40   

Year ended 10/31/10

    14.16        0.08        1.16 (e)      1.24        (0.09     15.31        8.80 (e)      19,916        1.04        1.08        0.55        48   

Year ended 10/31/09(f)

    14.25        0.01        (0.10     (0.09            14.16        (0.63     1,390        1.09 (g)      1.12 (g)      0.93 (g)      32   

Class Y

  

Year ended 10/31/13

    17.81        0.24        4.49        4.73        (0.23     22.31        26.89        469,066        0.80 (d)      0.82 (d)      1.19 (d)      35   

Year ended 10/31/12

    16.44        0.18        1.33        1.51        (0.14     17.81        9.26        362,231        0.85        0.87        1.04        42   

Year ended 10/31/11

    15.36        0.15        1.04        1.19        (0.11     16.44        7.78        186,623        0.85        0.88        0.89        40   

Year ended 10/31/10

    14.20        0.11        1.15 (e)      1.26        (0.10     15.36        8.93 (e)      167,170        0.89        0.93        0.70        48   

Year ended 10/31/09

    12.46        0.13        1.77 (e)      1.90        (0.16     14.20        15.54 (e)      70,187        1.01        1.04        1.01        32   

Class R5

  

Year ended 10/31/13

    18.29        0.26        4.61        4.87        (0.26     22.90        26.99        413,033        0.72 (d)      0.74 (d)      1.27 (d)      35   

Year ended 10/31/12

    16.87        0.22        1.36        1.58        (0.16     18.29        9.43        378,446        0.68        0.70        1.21        42   

Year ended 10/31/11

    15.77        0.17        1.07        1.24        (0.14     16.87        7.92        404,441        0.73        0.76        1.01        40   

Year ended 10/31/10

    14.57        0.14        1.20 (e)      1.34        (0.14     15.77        9.20 (e)      571,624        0.71        0.75        0.88        48   

Year ended 10/31/09

    12.83        0.16        1.80 (e)      1.96        (0.22     14.57        15.74 (e)      328,081        0.75        0.78        1.27        32   

Class R6

  

Year ended 10/31/13

    18.29        0.28        4.62        4.90        (0.28     22.91        27.15        130,764        0.63 (d)      0.65 (d)      1.36 (d)      35   

Year ended 10/31/12(f)

    18.64        0.02        (0.37     (0.35            18.29        (1.88     96,034        0.60 (g)      0.63 (g)      1.29 (g)      42   

 

(a)  Calculated using average shares outstanding.
(b)  Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Does not include sales charges and is not annualized for periods less than one year, if applicable.
(c)  Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year, if applicable. For the year ended October 31, 2011, the portfolio turnover calculation excludes the value of securities purchased of $158,423,180 and sold of $177,461,241 in the effort to realign the Fund’s portfolio holdings after the reorganization of Invesco Multi-Sector Fund into the Fund.
(d)  Ratios are based on average daily net assets (000’s omitted) of $4,262,402, $117,846, $262,696, $79,661, $22,634, $410,514, $399,484 and $112,784 for Class A, Class B, Class C, Class R, Class S, Class Y, Class R5 and Class R6 shares, respectively.
(e)  Includes litigation proceeds received during the period. Had the litigation proceeds not been received net gains on securities (both realized and unrealized) per share for the year ended October 31, 2010 would have been $1.11, $1.06, $1.07, $1.10, $1.11, $1.10 and $1.15 for Class A, Class B, Class C, Class R, Class S, Class Y and Class R5, respectively and total returns would have been lower. Net gains on securities (both realized and unrealized) per share for the year ended October 31, 2009 would have been $1.57, $1.52, $1.52, $1.56, $1.58, and $1.61 for Class A, Class B, Class C, Class R, Class Y and Class R5, respectively and total returns would have been lower
(f)  Commencement date of September 25, 2009 and September 24, 2012 for Class S shares and Class R6 shares, respectively.
(g)  Annualized.

 

20                         Invesco Charter Fund


Report of Independent Registered Public Accounting Firm

 

To the Board of Trustees of AIM Equity Funds (Invesco Equity Funds)

and Shareholders of Invesco Charter Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Invesco Charter Fund (one of the funds constituting AIM Equity Funds (Invesco Equity Funds), hereafter referred to as the “Fund”) at October 31, 2013, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at October 31, 2013 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PRICEWATERHOUSECOOPERS LLP

December 23, 2013

Houston, Texas

 

21                         Invesco Charter Fund


Calculating your ongoing Fund expenses

Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, which may include sales charges (loads) on purchase payments or contingent deferred sales charges on redemptions, if any; and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees, and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period May 1, 2013 through October 31, 2013.

Actual expenses

The table below provides information about actual account values and actual expenses. You may use the information in this table, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the table under the heading entitled “Actual Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical example for comparison purposes

The table below also provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return.

The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs, such as sales charges (loads) on purchase payments or contingent deferred sales charges on redemptions, if any. Therefore, the hypothetical information is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transaction costs were included, your costs would have been higher.

 

Class   Beginning
Account Value
(05/01/13)
    ACTUAL    

HYPOTHETICAL

(5% annual return before
expenses)

    Annualized
Expense
Ratio
 
    Ending
Account Value
(10/31/13)1
    Expenses
Paid During
Period2
    Ending
Account Value
(10/31/13)
    Expenses
Paid During
Period2
   
A   $ 1,000.00      $ 1,108.20      $ 5.53      $ 1,019.96      $ 5.30        1.04
B     1,000.00        1,103.90        9.49        1,016.18        9.10        1.79   
C     1,000.00        1,103.60        9.49        1,016.18        9.10        1.79   
R     1,000.00        1,106.50        6.85        1,018.70        6.56        1.29   
S     1,000.00        1,108.70        5.00        1,020.47        4.79        0.94   
Y     1,000.00        1,108.90        4.20        1,021.22        4.02        0.79   
R5     1,000.00        1,109.50        3.83        1,021.58        3.67        0.72   
R6     1,000.00        1,110.00        3.35        1,022.03        3.21        0.63   

 

1  The actual ending account value is based on the actual total return of the Fund for the period May 1, 2013 through October 31, 2013, after actual expenses and will differ from the hypothetical ending account value which is based on the Fund’s expense ratio and a hypothetical annual return of 5% before expenses.
2  Expenses are equal to the Fund’s annualized expense ratio as indicated above multiplied by the average account value over the period, multiplied by 184/365 to reflect the most recent fiscal half year.

 

22                         Invesco Charter Fund


Approval of Investment Advisory and Sub-Advisory Contracts

 

The Board of Trustees (the Board) of AIM Equity Funds (Invesco Equity Funds) is required under the Investment Company Act of 1940, as amended, to approve annually the renewal of Invesco Charter Fund’s (the Fund) investment advisory agreement with Invesco Advisers, Inc. (Invesco Advisers) and the Master Intergroup Sub-Advisory Contract for Mutual Funds (the sub-advisory contracts) with Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Limited, Invesco Australia Limited, Invesco Hong Kong Limited, Invesco Senior Secured Management, Inc. and Invesco Canada Ltd. (collectively, the Affiliated Sub-Advisers). During contract renewal meetings held on June 17-19, 2013, the Board as a whole, and the disinterested or “independent” Trustees, who comprise over 75% of the Board, voting separately, approved the continuance of the Fund’s investment advisory agreement and the sub-advisory contracts for another year, effective July 1, 2013. The Board determined that continuation of the Fund’s investment advisory agreement and the sub-advisory contracts are in the best interests of the Fund and its shareholders and the compensation payable to Invesco Advisers and the Affiliated Sub-Advisers under the agreements is fair and reasonable.

The Board’s Fund Evaluation Process

The Board’s Investments Committee has established three Sub-Committees, each of which is primarily responsible for overseeing the management of a number of the funds advised by Invesco Advisers (the Invesco Funds). The Sub-Committees meet throughout the year to review the performance of their assigned Invesco Funds, including reviewing materials prepared under the direction of the independent Senior Officer, an officer of the Invesco Funds who reports directly to the independent Trustees. Over the course of each year, the Sub-Committees meet with portfolio managers for their assigned Invesco Funds and other members of management to review the performance, investment objective(s), policies, strategies, limitations and investment risks of these funds. The Sub-Committees meet regularly and at designated contract renewal meetings each year to conduct a review of the performance, fees, expenses and other matters related to their assigned Invesco Funds. Each Sub-Committee recommends to the Investments Committee, which in turn recommends to the full Board, whether and on what terms to approve the continuance of each Invesco Fund’s investment advisory agreement and sub-advisory contracts for another year.

During the contract renewal process, the Trustees receive comparative performance and fee data regarding the Invesco Funds prepared by Invesco Advisers and Lipper Inc. (Lipper), an independent provider of investment company data. The Trustees also receive an independent written evaluation from the Senior Officer. The Senior Officer’s evaluation is prepared as part of

his responsibility to manage the process by which the Invesco Funds’ proposed management fees are negotiated during the annual contract renewal process to ensure they are negotiated in a manner that is at arms’ length and reasonable. The independent Trustees are assisted in their annual evaluation of the Fund’s investment advisory agreement by the Senior Officer and by independent legal counsel. In addition to meetings with Invesco Advisers and fund counsel, the independent Trustees also discuss the continuance of the investment advisory agreement and sub-advisory contracts in separate sessions with the Senior Officer and with independent legal counsel.

In evaluating the fairness and reasonableness of compensation under the Fund’s investment advisory agreement and sub-advisory contracts, the Board considered, among other things, the factors discussed below. The Trustees recognized that the advisory fee rates for the Invesco Funds are, in many cases, the result of years of review and negotiation between the Trustees and Invesco Advisers as well as advisory fees previously approved by different predecessor boards. The Trustees’ deliberations and conclusions in a particular year may be based in part on their deliberations and conclusions regarding these same arrangements throughout the year and in prior years. The Trustees’ review and conclusions are based on the comprehensive consideration of all information presented to them and are not the result of any single determinative factor. Moreover, one Trustee may have weighed a particular piece of information or factor differently than another Trustee.

The discussion below serves as the Senior Officer’s independent written evaluation with respect to the Fund’s investment advisory agreement as well as a discussion of the material factors and related conclusions that formed the basis for the Board’s approval of the Fund’s investment advisory agreement and sub-advisory contracts. Unless otherwise stated, this information is current as of June 19, 2013, and may not reflect consideration of factors that became known to the Board after that date, including, for example, changes to the Fund’s performance, advisory fees, expense limitations and/or fee waivers.

Factors and Conclusions and Summary of Independent Written Fee Evaluation

A. Nature, Extent and Quality of Services Provided by Invesco Advisers and the Affiliated Sub-Advisers

The Board reviewed the advisory services provided to the Fund by Invesco Advisers under the Fund’s investment advisory agreement, the performance of Invesco Advisers in providing these services, and the credentials and experience of the officers and employees of Invesco Advisers who provide these services, including the Fund’s portfolio manager or managers, with whom the Sub-Committees met during the year. The Board’s

review of the qualifications of Invesco Advisers to provide advisory services included the Board’s consideration of Invesco Advisers’ investment process oversight, independent credit analysis and investment risk management.

In determining whether to continue the Fund’s investment advisory agreement, the Board considered the benefits of reapproving an existing relationship and the greater uncertainty that may be associated with entering into a new relationship. The Board also considered non-advisory services that Invesco Advisers and its affiliates provide to the Invesco Funds such as various back office support functions, equity and fixed income trading operations, internal audit, distribution and legal and compliance. The Board concluded that the nature, extent and quality of the services provided to the Fund by Invesco Advisers are appropriate and satisfactory and consistent with the terms of the Fund’s investment advisory agreement.

The Board reviewed the services that may be provided by the Affiliated Sub-Advisers under the sub-advisory contracts and the credentials and experience of the officers and employees of the Affiliated Sub-Advisers who provide these services. The Board noted that the Affiliated Sub-Advisers have offices and personnel that are located in financial centers around the world. As a result, the Affiliated Sub-Advisers can provide research and investment analysis on the markets and economies of various countries in which the Fund may invest, make recommendations regarding securities and assist with security trades. The Board concluded that the sub-advisory contracts benefit the Fund and its shareholders by permitting Invesco Advisers to use the resources and talents of the Affiliated Sub-Advisers in managing the Fund. The Board concluded that the nature, extent and quality of the services that may be provided by the Affiliated Sub-Advisers are appropriate and satisfactory and consistent with the terms of the Fund’s sub-advisory contracts.

B. Fund Performance

The Board considered Fund performance as a relevant factor in considering whether to approve the investment advisory agreement. The Board did not view Fund performance as a relevant factor in considering whether to approve the sub-advisory contracts for the Fund, as no Affiliated Sub-Adviser currently manages assets of the Fund.

The Board compared the Fund’s performance during the past one, three and five calendar years to the performance of funds in the Lipper performance universe and against the Lipper Large-Cap Core Funds Index. The Board noted that performance of Class A shares of the Fund was in the fourth quintile of the performance universe for the one year period, the fifth quintile for the three year period and the first quintile for the five year period (the first quintile being the best performing funds and the fifth quintile being the worst performing funds). The Board noted that performance of Class A shares of the Fund was

 

 

23                         Invesco Charter Fund


below the performance of the Index for the one and three year periods and above the performance of the Index for the five year period. Invesco Advisers presented an analysis to the Board that included an explanation of reasons for differences in performance relative to that of the Fund’s peers, including differences between the Fund’s investment strategies including being defensively based with higher quality holdings and more cash. The Trustees also reviewed more recent Fund performance and this review did not change their conclusions.

C. Advisory and Sub-Advisory Fees

The Board compared the Fund’s contractual management fee rate to the contractual management fee rates of funds in the Fund’s Lipper expense group at a common asset level. The Board noted that the contractual management fee rate for Class A shares of the Fund was above the median contractual management fee rate of funds in the expense group. The Board noted that the term “contractual management fee” may include both advisory and certain administrative services fees and that Invesco Advisers does not charge the Invesco for the administrative services included in the term as defined by Lipper. The Board also reviewed the methodology used by Lipper in providing expense group information, which includes using each fund’s contractual management fee schedule (including any applicable breakpoints) as reported in the most recent prospectus or statement of additional information for each fund in the expense group.

The Board also compared the Fund’s effective advisory fee rate (the advisory fee rate after advisory fee waivers and before other expense limitations/waivers) to the effective advisory fee rates of other mutual funds advised by Invesco Advisers and its affiliates with investment strategies comparable to those of the Fund. The Board noted that the Fund’s effective advisory fee rate was the same as the effective advisory fee rate of the other mutual fund managed by Invesco Advisers with investment strategies comparable to those of the Fund.

The Board also considered the fees charged by Invesco Advisers and the Affiliated Sub-Advisers to other client accounts with investment strategies comparable to those of the Fund. The Board noted that Invesco Advisers or the Affiliated Sub-Advisers may charge lower fees to large institutional clients. Invesco Advisers reviewed with the Board the significantly greater scope of services it provides to the Invesco Funds relative to certain other client accounts. These additional services include provision of administrative services, officers and office space, oversight of service providers, preparation of annual registration statement updates and financial information and regulatory compliance under the Investment Company Act of 1940, as amended. Invesco Advisers also reviewed generally the higher frequency of shareholder purchases and redemptions in the Invesco Funds relative to the flow of assets for other client accounts. Invesco Advisers advised the Board that advance notice of redemptions is often provided to Invesco Advisers by institutional clients. The Board did note that

sub-advisory fee rates charged by the Affiliated Sub-Advisers to manage the Invesco Funds and to manage other client accounts tended to be more comparable, reflecting a more comparable scope of services. The Board concluded that the aggregate services provided to the Invesco Funds were sufficiently different from those provided to institutional clients, and the Board did not place significant weight on these fee comparisons.

The Board also considered the services that may be provided by the Affiliated Sub-Advisers pursuant to the sub-advisory contracts, as well as the fees payable by Invesco Advisers to the Affiliated Sub-Advisers pursuant to the sub-advisory contracts. The Board also noted that the sub-advisory fees are not paid directly by the Fund, but rather, are payable by Invesco Advisers to the Affiliated Sub-Advisers.

Based upon the information and considerations described above, the Board concluded that the compensation payable to Invesco Advisers and the Affiliated Sub-Advisers is fair and reasonable.

D. Economies of Scale and Breakpoints

The Board considered the extent to which there are economies of scale in the provision of advisory services to the Fund. The Board also considered whether the Fund benefits from economies of scale through contractual breakpoints in the Fund’s advisory fee schedule and was assisted in this review by a report from the Senior Officer. The Board also noted that the Fund shares directly in economies of scale through lower fees charged by third party service providers based on the combined size of the Invesco Funds and other clients advised by Invesco Advisers.

E. Profitability and Financial Resources

The Board reviewed information from Invesco Advisers concerning the costs of the advisory and other services that Invesco Advisers and its affiliates provide to the Fund and the profitability of Invesco Advisers and its affiliates in providing these services for the year ended December 31, 2012. The Board received information from Invesco Advisers about the methodology used to prepare the profitability information. The Board considered the profitability of Invesco Advisers in managing the Fund and the Invesco Funds. The Board noted that Invesco Advisers continues to operate at a net profit from services Invesco Advisers and its subsidiaries provide to the Invesco Funds and the Fund. The Board did not deem the level of profits realized by Invesco Advisers and its affiliates from providing services to the Fund to be excessive given the nature, quality and extent of the services provided to the Invesco Funds. The Board received and accepted information from Invesco Advisers demonstrating that Invesco Advisers and each Affiliated Sub-Adviser are financially sound and have the resources necessary to perform their obligations under the investment advisory agreement and sub-advisory contracts.

F. Collateral Benefits to Invesco Advisers and its Affiliates

The Board considered various other benefits received by Invesco Advisers and its affiliates from the relationship with the Fund, including the fees received for their provision of transfer agency and distribution services to the Fund. The Board

considered comparative information regarding fees charged for these services, including information provided by Lipper and other independent sources. The Board considered the performance of Invesco Advisers and its affiliates in providing these services and the organizational structure employed to provide these services. The Board also considered that these services are provided to the Fund pursuant to written contracts that are reviewed and approved on an annual basis by the Board; that the services are required for the operation of the Fund; that Invesco Advisers and its affiliates can provide services, the nature and quality of which are at least equal to those provided by others offering the same or similar services; and that the fees for such services are fair and reasonable in light of the usual and customary charges by others for services of the same nature and quality.

The Board considered the benefits realized by Invesco Advisers and the Affiliated Sub-Advisers as a result of portfolio brokerage transactions executed through “soft dollar” arrangements. The Board noted that soft dollar arrangements shift the payment obligation for research services from Invesco Advisers and the Affiliated Sub-Advisers to the Invesco Funds and that the research received may be used with other clients of Invesco Advisers and may reduce Invesco Advisers’ and the Affiliated Sub-Advisers’ expenses. The Board also considered periodic reports from the Chief Compliance Officer of the Invesco Funds demonstrating that these arrangements are consistent with regulatory requirements. The Board did not deem the soft dollar arrangements to be inappropriate.

The Board considered that the Fund’s uninvested cash and cash collateral from any securities lending arrangements may be invested in money market funds advised by Invesco Advisers pursuant to procedures approved by the Board. The Board noted that Invesco Advisers receives advisory fees from these affiliated money market funds attributable to such investments, although Invesco Advisers has contractually agreed to waive through varying periods the advisory fees payable by the Invesco Funds. The waiver is in an amount equal to 100% of the net advisory fee Invesco Advisers receives from the affiliated money market funds with respect to the Fund’s investment in the affiliated money market funds of uninvested cash, but not cash collateral. The Board concluded that the Fund’s investment of uninvested cash and cash collateral from any securities lending arrangements in the affiliated money market funds is in the best interests of the Fund and its shareholders.

The Board also considered use of an affiliated broker to execute certain trades for the Fund to among other things, control information leakage, and were advised that such trades are executed in compliance with rules under the Investment Company Act of 1940, as amended.

 

 

24                         Invesco Charter Fund


Tax Information

Form 1099-DIV, Form 1042-S and other year–end tax information provide shareholders with actual calendar year amounts that should be included in their tax returns. Shareholders should consult their tax advisors.

The following distribution information is being provided as required by the Internal Revenue Code or to meet a specific state’s requirement.

The Fund designates the following amounts or, if subsequently determined to be different, the maximum amount allowable for its fiscal year ended October 31, 2013:

 

Federal and State Income Tax

 

Qualified Dividend Income*

    100

Corporate Dividends Received Deduction*

    100

 

  * The above percentages are based on ordinary income dividends paid to shareholders during the Fund’s fiscal year.

 

25                         Invesco Charter Fund


Trustees and Officers

 

The address of each trustee and officer is AIM Equity Funds (Invesco Equity Funds) (the “Trust”), 11 Greenway Plaza, Suite 1000, Houston, Texas 77046-1173. 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.

 

Name, Year of Birth and

Position(s) Held with the Trust

 

Trustee and/

or Officer Since

 

Principal Occupation(s)

During Past 5 Years

  Number of
Funds in Fund
Complex
Overseen by
Trustee
 

Other Directorship(s)

Held by Trustee During

Past 5 Years

Interested Persons                
Martin L. Flanagan1 — 1960 Trustee   2007  

Executive Director, Chief Executive Officer and President, Invesco Ltd. (ultimate parent of Invesco and a global investment management firm); Advisor to the Board, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.); Trustee, The Invesco Funds; Vice Chair, Investment Company Institute; and Member of Executive Board, SMU Cox School of Business

 

Formerly: Chairman and Chief Executive Officer, Invesco Advisers, Inc. (registered investment adviser); Director, Chairman, Chief Executive Officer and President, IVZ Inc. (holding company), INVESCO Group Services, Inc. (service provider) and Invesco North American Holdings, Inc. (holding company); Director, Chief Executive Officer and President, Invesco Holding Company Limited (parent of Invesco 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)

  117   None
Philip A. Taylor2 — 1954 Trustee, President and Principal Executive Officer   2006  

Head of North American Retail and Senior Managing Director, Invesco Ltd.; Director, Co-Chairman, Co-President and Co-Chief Executive Officer, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Director, Chairman, Chief Executive Officer and President, Invesco Management Group, Inc. (formerly known as Invesco Aim Management Group, Inc.) (financial services holding company); Director and President, INVESCO Funds Group, Inc. (registered investment adviser and registered transfer agent); Director and Chairman, Invesco Investment Services, Inc. (formerly known as Invesco Aim Investment Services, Inc.) (registered transfer agent) and IVZ Distributors, Inc. (formerly known as INVESCO Distributors, Inc.) (registered broker dealer); Director, President and Chairman, Invesco Inc. (holding company) and Invesco Canada Holdings Inc. (holding company); Chief Executive Officer, Invesco Corporate Class Inc. (corporate mutual fund company) and Invesco Canada Fund Inc. (corporate mutual fund company); Director, Chairman and Chief Executive Officer, Invesco Canada Ltd. (formerly known as Invesco Trimark Ltd./Invesco Trimark Ltèe) (registered investment adviser and registered transfer agent); Trustee, President and Principal Executive Officer, The Invesco Funds (other than AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust) and Short-Term Investments Trust); Trustee and Executive Vice President, The Invesco Funds (AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust) and Short-Term Investments Trust only); Director, Invesco Investment Advisers LLC (formerly known as Van Kampen Asset Management); Director, Chief Executive Officer and President, Van Kampen Exchange Corp.

 

Formerly: Director and Chairman, Van Kampen Investor Services Inc.: Director, Chief Executive Officer and President, 1371 Preferred Inc. (holding company); and Van Kampen Investments Inc.; Director and President, AIM GP Canada Inc. (general partner for limited partnerships); and Van Kampen Advisors, Inc.; Director and Chief Executive Officer, Invesco Trimark Dealer Inc. (registered broker dealer); Director, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.) (registered broker dealer); Manager, Invesco PowerShares Capital Management LLC; Director, Chief Executive Officer and President, Invesco Advisers, Inc.; Director, Chairman, Chief Executive Officer and President, Invesco Aim Capital Management, Inc.; President, Invesco Trimark Dealer Inc. and Invesco Trimark Ltd./Invesco Trimark Ltèe; Director and President, AIM Trimark Corporate Class Inc. and AIM Trimark Canada Fund Inc.; 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 Invesco Funds (AIM Treasurer’s Series Trust (Invesco 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.

  117   None

Wayne W. Whalen3 — 1939

Trustee

  2010   Of Counsel, and prior to 2010, partner in the law firm of Skadden, Arps, Slate, Meagher & Flom LLP, legal counsel to certain funds in the Fund Complex   130   Director of the Mutual Fund Directors Forum, a nonprofit membership organization for investment directors; Chairman and Director of the Abraham Lincoln Presidential Library Foundation; and Director of the Stevenson Center for Democracy
1  Mr. Flanagan is considered an interested person of the Trust because he is an officer of the adviser to the Trust, and an officer and a director of Invesco Ltd., ultimate parent of the adviser to the Trust.
2  Mr. Taylor is considered an interested person of the Trust because he is an officer and a director of the adviser to, and a director of the principal underwriter of, the Trust.
3  Mr. Whalen is considered an “interested person” (within the meaning of Section 2(a)(19) of the 1940 Act) of certain Funds in the Invesco Fund Complex because he and his firm currently provide legal services as legal counsel to such Funds.

 

T-1                         Invesco Charter Fund


Trustees and Officers—(continued)

 

Name, Year of Birth and

Position(s) Held with the Trust

 

Trustee and/

or Officer Since

 

Principal Occupation(s)

During Past 5 Years

 

Number of

Funds in Fund

Complex

Overseen by

Trustee

 

Other Directorship(s)

Held by Trustee During

Past 5 Years

Independent Trustees                

Bruce L. Crockett — 1944

Trustee and Chair

  1993  

Chairman, Crockett Technologies Associates (technology consulting company)

 

Formerly: Director, Captaris (unified messaging provider); Director, President and Chief Executive Officer COMSAT Corporation; and Chairman, Board of Governors of INTELSAT (international communications company)

  117   ACE Limited (insurance company); Investment Company Institute

David C. Arch — 1945

Trustee

  2010  

Chairman and Chief Executive Officer of Blistex Inc., (consumer health care products manufacturer)

 

Formerly: Member of the Heartland Alliance Advisory Board, a nonprofit organization serving human needs based in Chicago

  130   Board member of the Illinois Manufacturers’ Association; Member of the Board of Visitors, Institute for the Humanities, University of Michigan

Frank S. Bayley — 1939

Trustee

  2001  

Retired

 

Formerly: Director, Badgley Funds, Inc. (registered investment company) (2 portfolios) and General Partner and Of Counsel, law firm of Baker & McKenzie, LLP

  117   Director and Chairman, C.D. Stimson Company (a real estate investment company); Trustee and Overseer, The Curtis Institute of Music

James T. Bunch — 1942

Trustee

  2003  

Managing Member, Grumman Hill Group LLC (family office private equity management)

 

Formerly: Founder, Green, Manning & Bunch Ltd. (investment banking firm)(1988-2010); Executive Committee, United States Golf Association; and Director, Policy Studies, Inc. and Van Gilder Insurance Corporation

  117   Chairman, Board of Governors, Western Golf Association; Chairman-elect, Evans Scholars Foundation; and Director, Denver Film Society

Rodney F. Dammeyer — 1940

Trustee

  2010  

Chairman of CAC, LLC, (private company offering capital investment and management advisory services)

 

Formerly: Prior to 2001, Managing Partner at Equity Group Corporate Investments; Prior to 1995, Chief Executive Officer of Itel Corporation (formerly Anixter International); Prior to 1985, experience includes Senior Vice President and Chief Financial Officer of Household International, Inc., Executive Vice President and Chief Financial Officer of Northwest Industries, Inc. and Partner of Arthur Andersen & Co.; From 1987 to 2010, Director/Trustee of investment companies in the Van Kampen Funds complex

  117   Director of Quidel Corporation and Stericycle, Inc.; Prior to May 2008, Trustee of The Scripps Research Institute; Prior to February 2008, Director of Ventana Medical Systems, Inc.

Albert R. Dowden — 1941

Trustee

  2000  

Director of a number of public and private business corporations, including the Boss Group, Ltd. (private investment and management); and Reich & Tang Funds (5 portfolios) (registered investment company)

 

Formerly: Director, Homeowners of America Holding Corporation/Homeowners of America Insurance Company (property casualty company); Director, Continental Energy Services, LLC (oil and gas pipeline service); Director, CompuDyne Corporation (provider of product and services to the public security market) and Director, Annuity and Life Re (Holdings), Ltd. (reinsurance company); Director, President and Chief Executive Officer, Volvo Group North America, Inc.; Senior Vice President, AB Volvo; Director of various public and private corporations; Chairman, DHJ Media, Inc.; Director, Magellan Insurance Company; and Director, The Hertz Corporation, Genmar Corporation (boat manufacturer), National Media Corporation; Advisory Board of Rotary Power International (designer, manufacturer, and seller of rotary power engines); and Chairman, Cortland Trust, Inc. (registered investment company)

  117   Director of Nature’s Sunshine Products, Inc.

Jack M. Fields — 1952

Trustee

  1997  

Chief Executive Officer, Twenty First Century Group, Inc. (government affairs company); Owner and Chief Executive Officer, Dos Angeles Ranch, L.P. (cattle, hunting, corporate entertainment); and Discovery Global Education Fund (non-profit)

 

Formerly: Chief Executive Officer, Texana Timber LP (sustainable forestry company); Director of Cross Timbers Quail Research Ranch (non-profit); and member of the U.S. House of Representatives

  117   Insperity, Inc. (formerly known as Administaff)

Prema Mathai-Davis — 1950

Trustee

  1998  

Retired

 

Formerly: Chief Executive Officer, YWCA of the U.S.A.

  117   None

Larry Soll  — 1942

Trustee

  2003  

Retired

 

Formerly: Chairman, Chief Executive Officer and President, Synergen Corp. (a biotechnology company)

  117   None

Hugo F. Sonnenschein — 1940

Trustee

  2010  

Distinguished Service Professor and President Emeritus of the University of Chicago and the Adam Smith Distinguished Service Professor in the Department of Economics at the University of Chicago

 

Formerly: President of the University of Chicago

  130   Trustee of the University of Rochester and a member of its investment committee. Member of the National Academy of Sciences, the American Philosophical Society and a fellow of the American Academy of Arts and Sciences

 

T-2                         Invesco Charter Fund


Trustees and Officers—(continued)

 

Name, Year of Birth and

Position(s) Held with the Trust

 

Trustee and/

or Officer Since

 

Principal Occupation(s)

During Past 5 Years

 

Number of

Funds in Fund

Complex

Overseen by

Trustee

 

Other Directorship(s)

Held by Trustee During

Past 5 Years

Independent Trustees—(continued)

Raymond Stickel, Jr. — 1944

Trustee

  2005  

Retired

 

Formerly: Director, Mainstay VP Series Funds, Inc. (25 portfolios) and Partner, Deloitte & Touche

  117   None
Other Officers                

Russell C. Burk — 1958

Senior Vice President and Senior Officer

  2005   Senior Vice President and Senior Officer, The Invesco Funds   N/A   N/A

John M. Zerr — 1962

Senior Vice President, Chief Legal Officer and Secretary

  2006  

Director, Senior Vice President, Secretary and General Counsel, Invesco Management Group, Inc. (formerly known as Invesco Aim Management Group, Inc.) and Van Kampen Exchange Corp.; Senior Vice President, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Senior Vice President and Secretary, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.); Director, Vice President and Secretary, Invesco Investment Services, Inc. (formerly known as Invesco Aim Investment Services, Inc.) and IVZ Distributors, Inc. (formerly known as INVESCO Distributors, Inc.); Director and Vice President, INVESCO Funds Group, Inc.; Senior Vice President, Chief Legal Officer and Secretary, The Invesco Funds; Manager, Invesco PowerShares Capital Management LLC; Director, Secretary and General Counsel, Invesco Investment Advisers LLC (formerly known as Van Kampen Asset Management); Secretary and General Counsel, Invesco Capital Markets, Inc. (formerly known as Van Kampen Funds Inc.) and Chief Legal Officer, PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Fund Trust II, PowerShares India Exchange-Traded Fund Trust and PowerShares Actively Managed Exchange-Traded Fund Trust

 

Formerly: Director and Vice President, Van Kampen Advisors Inc.; Director, Vice President, Secretary and General Counsel, Van Kampen Investor Services Inc.; Director, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.); Director, Senior Vice President, General Counsel and Secretary, Invesco Aim Advisers, Inc. and Van Kampen Investments Inc.; Director, Vice President and Secretary, Fund Management Company; Director, Senior Vice President, Secretary, General Counsel and Vice President, Invesco Aim Capital Management, Inc.; Chief Operating Officer and General Counsel, Liberty Ridge Capital, Inc. (an investment adviser); Vice President and Secretary, PBHG Funds (an investment company) and 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) and 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)

  N/A   N/A

Karen Dunn Kelley — 1960

Vice President

  2004  

Senior Managing Director, Investments; Director, Co-President, Co-Chief Executive Officer, and Co-Chairman, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Chairman, Invesco Senior Secured Management, Inc.; Senior Vice President, Invesco Management Group, Inc. (formerly known as Invesco Aim Management Group, Inc.); Executive Vice President, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.); Director, Invesco Mortgage Capital Inc., and Invesco Management Company Limited; Director and President, INVESCO Asset Management (Bermuda) Ltd., Vice President, The Invesco Funds (other than AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust) and Short-Term Investments Trust); and President and Principal Executive Officer, The Invesco Funds (AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust) and Short-Term Investments Trust only)

 

Formerly: Director, INVESCO Global Asset Management Limited and INVESCO Management S.A.; Senior Vice President, Van Kampen Investments Inc. and Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Vice President, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.); Director of Cash Management and Senior Vice President, Invesco Advisers, Inc. and Invesco Aim Capital Management, Inc.; President and Principal Executive Officer, Tax-Free Investments Trust; Director and President, Fund Management Company; Chief Cash Management Officer, Director of Cash Management, Senior Vice President, and Managing Director, Invesco Aim Capital Management, Inc.; Director of Cash Management, Senior Vice President, and Vice President, Invesco Advisers, Inc. and The Invesco Funds (AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust), Short-Term Investments Trust and Tax-Free Investments Trust only)

  N/A   N/A

 

T-3                         Invesco Charter Fund


Trustees and Officers—(continued)

 

Name, Year of Birth and

Position(s) Held with the Trust

 

Trustee and/

or Officer Since

 

Principal Occupation(s)

During Past 5 Years

 

Number of

Funds in Fund

Complex

Overseen by

Trustee

 

Other Directorship(s)

Held by Trustee During

Past 5 Years

Other Officers—(continued)                

Sheri Morris — 1964

Vice President, Treasurer and Principal Financial Officer

  1999  

Vice President, Treasurer and Principal Financial Officer, The Invesco Funds; Vice President, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); and Vice President, PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Fund Trust II, PowerShares India Exchange-Traded Fund Trust and PowerShares Actively Managed Exchange-Traded Fund Trust

 

Formerly: Vice President, Invesco Aim Advisers, Inc., Invesco Aim Capital Management, Inc. and Invesco Aim Private Asset Management, Inc.; Assistant Vice President and Assistant Treasurer, The Invesco Funds and Assistant Vice President, Invesco Advisers, Inc., Invesco Aim Capital Management, Inc. and Invesco Aim Private Asset Management, Inc.; and Treasurer, PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Fund Trust II, PowerShares India Exchange-Traded Fund Trust and PowerShares Actively Managed Exchange-Traded Fund Trust

  N/A   N/A

Crissie M. Wisdom — 1969

Anti-Money Laundering Compliance Officer

  2013   Anti-Money Laundering Compliance Officer, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser), Invesco Capital Markets, Inc. (formerly known as Van Kampen Funds Inc.), Invesco Distributors, Inc., Invesco Investment Services, Inc., Invesco Management Group, Inc., Van Kampen Exchange Corp., The Invesco Funds, Invesco Funds (Chicago), and PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Fund Trust II, PowerShares India Exchange-Traded Fund Trust, and PowerShares Actively Managed Exchange-Traded Fund Trust; and Fraud Prevention Manager and Controls and Risk Analysis Manager for Invesco Investment Services, Inc.   N/A   N/A

Todd L. Spillane — 1958

Chief Compliance Officer

  2006  

Senior Vice President, Invesco Management Group, Inc. (formerly known as Invesco Aim Management Group, Inc.) and Van Kampen Exchange Corp.; Senior Vice President and Chief Compliance Officer, Invesco Advisers, Inc. (registered investment adviser) (formerly known as Invesco Institutional (N.A.), Inc.); Chief Compliance Officer, The Invesco Funds; Vice President, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.) and Invesco Investment Services, Inc. (formerly known as Invesco Aim Investment Services, Inc.)

 

Formerly: Chief Compliance Officer, Invesco Funds (Chicago); Senior Vice President, Van Kampen Investments Inc.; Senior Vice President and Chief Compliance Officer, Invesco Aim Advisers, Inc. and Invesco Aim Capital Management, Inc.; Chief Compliance Officer, INVESCO Private Capital Investments, Inc. (holding company), Invesco Private Capital, Inc. (registered investment adviser), Invesco Global Asset Management (N.A.), Inc., Invesco Senior Secured Management, Inc. (registered investment adviser), Van Kampen Investor Services Inc., PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Fund Trust II, PowerShares India Exchange-Traded Fund Trust and PowerShares Actively Managed Exchange-Traded Fund Trust; and Vice President, Invesco Aim Capital Management, Inc. and Fund Management Company

  N/A   N/A

The Statement of Additional Information of the Trust includes additional information about the Fund’s Trustees and is available upon request, without charge, by calling 1.800.959.4246. Please refer to the Fund’s prospectus for information on the Fund’s sub-advisers.

 

Office of the Fund

11 Greenway Plaza, Suite 1000

Houston, TX 77046-1173

 

Investment Adviser

Invesco Advisers, Inc.

1555 Peachtree Street, N.E.

Atlanta, GA 30309

 

Distributor

Invesco Distributors, Inc.

11 Greenway Plaza, Suite 1000

Houston, TX 77046-1173

 

Auditors

PricewaterhouseCoopers LLP

1201 Louisiana Street, Suite 2900

Houston, TX 77002-5678

     

Counsel to the Fund

Stradley Ronon Stevens & Young, LLP

2005 Market Street, Suite 2600

Philadelphia, PA 19103-7018

 

Counsel to the Independent Trustees

Goodwin Procter LLP

901 New York Avenue, N.W.

Washington, D.C. 20001

 

Transfer Agent

Invesco Investment Services, Inc.

11 Greenway Plaza, Suite 1000

Houston, TX 77046-1173

 

Custodian

State Street Bank and Trust Company

225 Franklin Street

Boston, MA 02110-2801

 

T-4                         Invesco Charter Fund


 

LOGO

 

 

Invesco mailing information

Send general correspondence to Invesco Investment Services, Inc., P.O. Box 219078, Kansas City, MO 64121-9078.

 

 

Invesco privacy policy

You share personal and financial information with us that is necessary for your transactions and your account records. We take very seriously the obligation to keep that information confidential and private.

    Invesco collects nonpublic personal information about you from account applications or other forms you complete and from your transactions with us or our affiliates. We do not disclose information about you or our former customers to service providers or other third parties except to the extent necessary to service your account and in other limited circumstances as permitted by law. For example, we use this information to facilitate the delivery of transaction confirmations, financial reports, prospectuses and tax forms.

    Even within Invesco, only people involved in the servicing of your accounts and compliance monitoring have access to your information. To ensure the highest level of confidentiality and security, Invesco maintains physical, electronic and procedural safeguards that meet or exceed federal standards. Special measures, such as data encryption and authentication, apply to your communications with us on our website. More detail is available to you at invesco.com/privacy.

 

 

Important notice regarding delivery of security holder documents

To reduce Fund expenses, only one copy of most shareholder documents may be mailed to shareholders with multiple accounts at the same address (Householding). Mailing of your shareholder documents may be householded indefinitely unless you instruct us otherwise. If you do not want the mailing of these documents to be combined with those for other members of your household, please contact Invesco Investment Services, Inc. at 800 959 4246 or contact your financial institution. We will begin sending you individual copies for each account within 30 days after receiving your request.

 

 

Fund holdings and proxy voting information

The Fund provides a complete list of its holdings four times in each fiscal year, at the quarter ends. For the second and fourth quarters, the lists appear in the Fund’s semiannual and annual reports to shareholders. For the first and third quarters, the Fund files the lists with the Securities and Exchange Commission (SEC) on Form N-Q. The most recent list of portfolio holdings is available at invesco.com/completeqtrholdings. Shareholders can also look up the Fund’s Forms N-Q on the SEC website at sec.gov. Copies of the Fund’s Forms N-Q may be reviewed and copied at the SEC Public Reference Room in Washington, D.C. You can obtain information on the operation of the Public Reference Room, including information about duplicating fee charges, by calling 202 551 8090 or 800 732 0330, or by electronic request at the following email address: publicinfo@sec.gov. The SEC file numbers for the Fund are shown below.

    A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available without charge, upon request, from our Client Services department at 800 959 4246 or at invesco.com/proxyguidelines. The information is also available on the SEC website, sec.gov.

    Information regarding how the Fund voted proxies related to its portfolio securities during the most recent 12-month period ended June 30 is available at invesco.com/proxysearch. The information is also available on the SEC website, sec.gov.

    Invesco Advisers, Inc. is an investment adviser; it provides investment advisory services to individual and institutional clients and does not sell securities. Invesco Distributors, Inc. is the US distributor for Invesco Ltd.’s retail mutual funds, exchange-traded funds and institutional money market funds. Both are wholly owned, indirect subsidiaries of Invesco Ltd.

   LOGO

 

 

SEC file numbers: 811-01424 and 002-25469                    CHT-AR-1                     Invesco Distributors, Inc.

 


LOGO

 

 

Annual Report to Shareholders                        October 31, 2013

 

 

Invesco Disciplined Equity Fund            

 

 

Nasdaq:

 

Y: AWEIX

LOGO

 


 

Letters to Shareholders

 

LOGO

Philip Taylor

   

Dear Shareholders:

Enclosed in this annual report, you’ll find information about your Fund and the factors that affected its performance during the reporting period. Inside, you’ll also find a discussion from your portfolio managers about how they managed your Fund, as well as performance data for your Fund, a complete list of your Fund’s investments as of the close of the reporting period and other important information. I hope you find this report of interest.

During the reporting period covered by this report, major US equity indexes made multiyear or even all-time highs.1 Economic data were generally positive; housing and consumer spending data were particularly encouraging. Nonetheless, economic uncertainty and concern about continuing political and budget gridlock in Washington persisted. The US Federal Reserve’s deliberate vagueness about when, and to what degree, it might begin to curtail its extraordinarily

accommodative monetary policies affected fixed income and equity markets alike. Most developed, non-US stock markets remained positive for the first half of 2013, despite a difficult second quarter.

    Periods of market volatility and economic uncertainty can weaken the will of even the most resolute investor. That’s why Invesco believes it’s often helpful to work with a skilled and trusted financial adviser who can emphasize the importance of adhering to an investment plan designed to achieve long-term goals rather than being sidetracked by short-term uncertainty that can result in inaction. A financial adviser who is familiar with your individual financial situation, investment goals and risk tolerance can be an invaluable partner as you work toward your financial goals. He or she can provide insight and perspective when markets are volatile; encouragement and reassurance when times are uncertain; and advice and guidance when your financial situation or investment goals change.

    Our website, invesco.com/us, is another source of timely insight and information for investors. On the website, you’ll find fund-specific as well as more general information from many of Invesco’s investment professionals. You’ll find in-depth articles, video clips and audio commentaries – and, of course, you also can access information about your Invesco account whenever it’s convenient for you.

What we mean by Intentional Investing

At Invesco, all of our people and all of our resources are dedicated to helping investors achieve their financial objectives. It’s a philosophy we call Intentional Investing, and it guides the way we:

  n   Manage investments – Our dedicated investment professionals search the world for the best opportunities, and each investment team follows a clear, disciplined process to build portfolios and mitigate risk.
  n   Provide choices – We offer multiple investment strategies, allowing you and your financial adviser to build a portfolio that’s purpose-built for your needs.
  n   Connect with you – We’re committed to giving you the expert insights you need to make informed investing decisions, and we are well-equipped to provide high-quality support for investors and advisers.

    At Invesco, we believe in putting investors first. That’s why investment management is all we do. Our sole focus on managing your money allows you and your financial adviser to build a portfolio of Invesco funds appropriate for your investment needs and goals today and when your circumstances change.

Have questions?

For questions about your account, feel free to contact an Invesco client services representative at 800 959 4246. For Invesco-related questions or comments, please email me directly at phil@invesco.com.

    All of us at Invesco look forward to serving your investment management needs for many years to come. Thank you for investing with us.

Sincerely,

 

LOGO

Philip Taylor

Senior Managing Director, Invesco Ltd.

1  Source: Reuters

 

 

2                        Invesco Disciplined Equity Fund


LOGO

Bruce Crockett

   

Dear Fellow Shareholders:

The Invesco Funds Board has worked on a variety of issues over the last several months, and I’d like to take this opportunity to discuss two that affect you and our fellow fund shareholders.

    The first issue on which your Board has been working is our annual review of the funds’ advisory and sub-advisory contracts with Invesco Advisers and its affiliates. This annual review, which is required by the Investment Company Act of 1940, focuses on the nature and quality of the services Invesco provides as adviser to the Invesco Funds and the reasonableness of the fees that it charges for those services. Each year, we spend months reviewing detailed information that we request from Invesco that allows us to evaluate its services and fees. We also use information from many independent sources, including materials provided by the independent Senior Officer of the Invesco Funds, who reports directly to the independent

Trustees on the Board. Additionally, we meet with independent legal counsel and review performance and fee data prepared by Lipper Inc., an independent, third-party firm widely recognized as a leader in its field.

    I’m pleased to report that the Board determined in June that renewing the investment advisory agreement and the sub-advisory contracts with Invesco Advisers and its affiliates would serve the best interests of each fund and its shareholders.

    The second area of focus to highlight is the Board’s efforts to ensure that we provide a lineup of funds that allow financial advisers to build portfolios that meet shareholders’ changing financial needs and goals. Today, more and more investors are reaching, or approaching, retirement. But interest rates remain low, making it difficult for many investors to generate the income they need, or will soon need, in their retirement years.

    The members of your Board think about these things, too, and we’ve worked with Invesco Advisers to provide more income-generating options in the Invesco Funds lineup to help shareholders potentially meet their income needs. Your Board recently approved changes to three existing equity mutual funds, increasing their focus on generating income while also seeking to provide long-term growth of capital.

    As a result of these changes, the funds and their respective management teams now have more flexibility to invest in the types of securities that could meet investors’ growing need for income generation, and in some cases, also help investors diversify their sources of income. These equity funds complement an array of fixed-income, asset allocation and alternative investment options in the Invesco Funds lineup designed to accommodate a variety of risk tolerances.

    Be assured that your Board will continue working on behalf of fund shareholders, keeping your needs and interests uppermost in our minds.

    As always, please contact me at bruce@brucecrockett.com with any questions or concerns you may have. On behalf of the Board, we look forward to continuing to represent your interests and serving your needs.

Sincerely,

 

LOGO

Bruce L. Crockett

Independent Chair

Invesco Funds Board of Trustees

 

 

3                        Invesco Disciplined Equity Fund


 

 

Management’s Discussion of Fund Performance

 

 

Performance summary

Invesco Disciplined Equity Fund underperformed its broad market benchmark, the S&P 500 Index, for the fiscal year ended October 31, 2013. Stock selection in the health care, consumer discretionary and materials sectors detracted from Fund performance, as did our underweight exposure to the financials sector. The Fund’s allocation to cash also tempered results for the reporting period. Stock selection in the consumer staples sector and the Fund’s underweight exposure to the telecommunication services sector made a positive contribution to relative results.

    Your Fund’s long-term performance appears later in this report.

 

 

Fund vs. Indexes

Total returns, 10/31/12 to 10/31/13, at net asset value (NAV)

 

Class Y Shares       25.16 %
S&P 500 Index (Broad Market Index)       27.18  

Source(s): Invesco, S&P-Dow Jones via FactSet Research Systems Inc.

 

 

How we invest

Our investment process stems from our belief that established companies with low capital intensity and strong balance sheets, growing at reasonable rates, will have a better ability to generate cash flow throughout a market cycle. Furthermore, we believe that the ability of a company to consistently generate and effectively deploy cash flow is often overlooked by investors. Our goal is to identify these quality companies and invest in them when their cash flow attributes are underappreciated.

    Our fundamental, bottom-up process seeks to identify candidates operating in attractive industries, with strong competitive positions and attractive returns on invested capital, as well as managements with track records of generating and effectively deploying cash flow. We seek opportunities to invest in these companies when cash flow valuations allow for double-digit appreciation potential. This process results in a diversified portfolio of high-quality, high-conviction stocks. We typically own 50 to 60 stocks with broad sector representation.

 

    Risk management is an essential part of our process. In addition to strategy level quantitative analysis and attribution and risk decomposition, we employ a sell discipline. We will likely sell a position when a company’s long-term positioning is compromised, or when a stock becomes overvalued based on cash flow valuation metrics. We also will utilize our sell discipline to manage risk, carefully assessing and constantly challenging our comfort level with the portfolio’s positioning.

 

 

Market conditions and your Fund

The fiscal year ended October 31, 2013, saw slow but steady improvement in the US economy and strong US equity market returns. Businesses and consumers began the reporting period by digesting the results of the 2012 presidential election and contemplating its impact on their wallets. In late 2012 and early 2013, consumer confidence trended higher based on the recovery of the US housing market, but uncertainty surrounding the outcome of tax and spending negotiations between the White House and Congress – and implementation of sequestration spending cuts – left many businesses

 

 

hesitant to spend. Despite these headline events, equity markets focused more on longer term fundamentals. Major US stock market indexes rose throughout 2013, hitting multiyear or all-time highs.1

    From late May through June, capital markets declined following US Federal Reserve (the Fed) Chairman Ben Bernanke’s comments suggesting the time had come to begin reducing the Fed’s extraordinary stimulus policies. This sell-off was brief but broad, and few asset classes were immune. Markets stabilized in midsummer, and despite some volatility in August surrounding a potential US military reaction to instability in Syria, they generally moved higher through the end of the fiscal year.

    For the reporting period, major equity market indexes delivered strong double-digit gains, and all 10 sectors of the S&P 500 Index had positive returns.2 The best-performing sectors in the S&P 500 Index were consumer discretionary and industrials, while the telecommunication services and utilities sectors had the lowest returns.

    The Fund underperformed the S&P 500 Index for the reporting period. Stock selection in the health care, consumer discretionary and materials sectors detracted from Fund performance, as did our underweight exposure to financials. On an absolute basis, the Fund’s holding in the information technology (IT) and industrials sectors made the largest contribution to overall results; detractors were largely stock specific.

    Some of the Fund’s top contributors and detractors were in the IT sector. The Fund’s largest overall contributor was Internet search site Google. With over 60% market share,3 the company is the dominant player in the Internet search space, and it has increased its revenues from advertising across multiple platforms.

 
Portfolio Composition
By sector   
Information Technology       26.0 %
Health Care       13.1  
Financials       13.0  
Consumer Discretionary       12.0  
Industrials       11.5  
Energy       10.8  
Materials       5.2  
Consumer Staples       4.7  
Utilities       1.0  

Money Market Funds

   
Plus Other Assets Less Liabilities       2.7  
Top 10 Equity Holdings*
   

  1.  Apple Inc.

      3.6 %

  2.  Express Scripts Holding Co.

      2.9  

  3.  Oracle Corp.

      2.8  

  4.  General Electric Co.

      2.6  

  5.  Microsoft Corp.

      2.5  

  6.  Automatic Data Processing Inc.

      2.5  

  7.  Google Inc.-Class A

      2.4  

  8.  Anadarko Petroleum Corp.

      2.4  

  9.  United Technologies Corp.

      2.3  

10.  JPMorgan Chase & Co.

      2.2  
Total Net Assets       $470.9 million  
Total Number of Holdings*       60  

The Fund’s holdings are subject to change, and there is no assurance that the Fund will continue to hold any particular security.

*Excluding money  market  fund  holdings.

 

 

4                        Invesco Disciplined Equity Fund


    On the other hand, Apple was the largest detractor from Fund performance during the reporting period. After enjoying a strong run-up in 2011 and 2012, shares of the company declined as investors grew concerned about increasing competition in the smartphone market, as well as the company’s prospects for future growth and product innovation.

    In the health care sector, our lack of exposure to the biotechnology industry detracted from relative Fund performance, as did our pharmaceutical holdings, which lagged our broad market benchmark. However, health care provider Aetna had strong stock performance during the reporting period. Despite lingering uncertainty about the implementation of the Affordable Care Act, the company has benefited from increasing membership and higher premiums as well as its recent acquisition of Coventry.

    In the consumer discretionary sector, our lack of exposure to online retailers like Amazon detracted from relative results. In the materials sector, the Fund benefited from Praxair, but relative to the S&P 500 Index, this was offset by an underweight position in other chemical companies.

    During the reporting period, we increased our exposure to the consumer discretionary, financials and industrials sectors, and we reduced our exposure to the consumer staples sector. At the end of the reporting period, our largest overweight position relative to the S&P 500 Index was in the IT sector, and the largest underweight position was in the consumer staples sector.

    We continue to believe that many large-cap domestic equities offer attractive value and that high-quality companies are generally in strong financial shape, providing an attractive backdrop for investing in this space. We will continue to employ our investment discipline and strategy of identifying high quality, market-leading companies with strong and recurring cash flows and opportunistically buying and selling such companies based on valuation.

    As always, we thank you for your continued investment in Invesco Disciplined Equity Fund.

 

1 Source: Reuters
2 Source: Lipper Inc.
3 Source: Wall Street Journal

 

The views and opinions expressed in management’s discussion of Fund performance are those of Invesco Advisers, Inc. These views and opinions are subject to change at any time based on factors such as market and economic conditions. These views and opinions may not be relied upon as investment advice or recommendations, or as an offer for a particular security. The information is not a complete analysis of every aspect of any market, country, industry, security or the Fund. Statements of fact are from sources considered reliable, but Invesco Advisers, Inc. makes no representation or warranty as to their completeness or accuracy. Although historical performance is no guarantee of future results, these insights may help you understand our investment management philosophy.

See important Fund and, if applicable, index disclosures later in this report.

Patricia Bannan

Chartered Financial Analyst, portfolio manager, is manager of Invesco Disciplined Equity Fund. She joined Invesco in 2007. Ms. Bannan earned a BS in business administration with a concentration in economics from the Whittemore School of Business and Economics at the University of New Hampshire.

Brant Houston

Chartered Financial Analyst, portfolio manager, is manager of Invesco Disciplined Equity Fund. He joined Invesco in 2007. Mr. Houston earned a BS in finance from California Polytechnic State University and an MBA from The University of Texas.

 

 

5                        Invesco Disciplined Equity Fund


 

Your Fund’s Long-Term Performance

Results of a $10,000 Investment – Oldest Share Class since Inception

Fund data from 12/1/05; index data from 11/30/05

 

 

LOGO

 

Past performance cannot guarantee comparable future results.

    The data shown in the chart include reinvested distributions and Fund expenses including management fees.

Index results include reinvested dividends. Performance of the peer group, if applicable, reflects fund expenses and management fees; performance of a market index does not. Performance

 

shown in the chart and table(s) does not reflect deduction of taxes a shareholder would pay on Fund distributions or sale of Fund shares.

 

 

Average Annual Total Returns

As of 10/31/13

   

ClassY Shares

         

Inception(12/1/05)

      7.41 %

    5 Years

      15.48  

    1 Year

      25.16  

Effective September 21, 2009, Institutional Class shares of Atlantic Whitehall Equity Income Fund (the predecessor fund) were reorganized into Class Y shares of Invesco Disciplined Equity Fund. Returns shown prior to that date are those of the predecessor fund. Returns since that date are those of Class Y shares of Invesco Disciplined Equity Fund. Class Y share returns will differ from the predecessor fund because of different expenses.

    The performance data quoted represent past performance and cannot guarantee comparable future results; current performance may

Average Annual Total Returns

As of 9/30/13, the most recent calendar quarter end

   

ClassY Shares

         

Inception(12/1/05)

      7.06 %

    5 Years

      10.71  

    1 Year

      18.63  

be lower or higher. Please visit invesco.com/performance for the most recent month-end performance. Performance figures reflect reinvested distributions, changes in net asset value and the effect of the maximum sales charge unless otherwise stated. Investment return and principal value will fluctuate so that you may have a gain or loss when you sell shares.

    The total annual Fund operating expense ratio set forth in the most recent Fund prospectus as of the date of this report for Class Y shares was 0.79%. The expense ratios presented above may vary from the expense

 

 

ratios presented in other sections of this report that are based on expenses incurred during the period covered by this report.

    Class Y shares do not have a front-end sales charge or a CDSC; therefore, performance is at net asset value.

 

 

6                        Invesco Disciplined Equity Fund


 

Invesco Disciplined Equity Fund’s investment objective is long-term capital appreciation and, secondarily, current income.

n   Unless otherwise stated, information presented in this report is as of October 31, 2013, and is based on total net assets.
n   Unless otherwise noted, all data provided by Invesco.
n   To access your Fund’s reports/prospectus, visit invesco.com/fundreports.

 

 

About share classes

  n   Class Y shares are available to only certain investors. Please see the prospectus for more information.

 

 

Principal risks of investing in the Fund

  n   Foreign securities risk. The Fund’s foreign investments may be affected by changes in a foreign country’s exchange rates, political and social instability, changes in economic or taxation policies, difficulties when enforcing obligations, decreased liquidity, and increased volatility. Foreign companies may be subject to less regulation resulting in less publicly available information about the companies.
  n   Management risk. The investment techniques and risk analysis used by the Fund’s portfolio managers may not produce the desired results.
  n   Market risk. The prices of and the income generated by the Fund’s securities may decline in response to, among other things, investor sentiment, general economic and market conditions, regional or global instability, and currency and interest rate fluctuations.

 

 

About indexes used in this report

  n   The S&P 500® Index is an unmanaged index considered representative of the US stock market.
  n   The Fund is not managed to track the performance of any particular index, including the index(es) described here, and consequently, the performance of the Fund may deviate significantly from the performance of the
index(es).
  n   A direct investment cannot be made in an index. Unless otherwise indicated, index results include reinvested dividends, and they do not reflect sales charges. Performance of the peer group, if applicable, reflects fund expenses; performance of a market index does not.

 

Other information

  n   The returns shown in management’s discussion of Fund performance are based on net asset values calculated for shareholder transactions. Generally accepted accounting principles require adjustments to be made to the net assets of the Fund at period end for financial reporting purposes, and as such, the net asset values for shareholder transactions and the returns based on those net asset values may differ from the net asset values and returns reported in the Financial Highlights.
  n   Industry classifications used in this report are generally according to the Global Industry Classification Standard, which was developed by and is the exclusive property and a service mark of MSCI Inc. and Standard & Poor’s.
 

 

 

This report must be accompanied or preceded by a currently effective Fund prospectus, which contains more complete information, including sales charges and expenses. Investors should read it carefully before investing.

 

 

 

NOT FDIC INSURED | MAY LOSE VALUE | NO BANK GUARANTEE

 

 

 

 

Fund Nasdaq Symbols     
Class Y Shares       AWEIX  
 

 

7                        Invesco Disciplined Equity Fund


Schedule of Investments(a)

October 31, 2013

 

 

     Shares      Value  

Common Stocks & Other Equity Interests–97.28%

  

Aerospace & Defense–4.18%     

Boeing Co. (The)

    66,490       $ 8,676,945   

United Technologies Corp.

    103,448         10,991,350   
               19,668,295   
Apparel Retail–1.88%     

TJX Cos., Inc. (The)

    146,013         8,876,130   
Apparel, Accessories & Luxury Goods–1.19%   

VF Corp.

    25,976         5,584,840   
Application Software–1.08%     

Citrix Systems, Inc.(b)

    89,210         5,065,344   
Asset Management & Custody Banks–1.28%   

BlackRock, Inc.

    20,086         6,042,070   
Cable & Satellite–2.93%     

Comcast Corp.–Class A

    182,219         8,669,980   

DIRECTV(b)

    82,045         5,126,992   
               13,796,972   
Communications Equipment–1.33%      

Cisco Systems, Inc.

    279,241         6,282,923   
Computer Hardware–3.62%     

Apple Inc.

    32,612         17,034,878   
Computer Storage & Peripherals–2.34%   

EMC Corp.

    308,080         7,415,485   

NetApp, Inc.

    92,575         3,592,836   
               11,008,321   
Consumer Finance–1.63%   

Capital One Financial Corp.

    111,845         7,680,396   
Data Processing & Outsourced Services–8.11%   

Alliance Data Systems Corp.(b)

    25,480         6,040,289   

Automatic Data Processing, Inc.

    155,209         11,636,019   

Fidelity National Information Services, Inc.

    105,598         5,147,902   

Fiserv, Inc.(b)

    87,413         9,154,763   

Visa Inc.–Class A

    31,522         6,199,432   
               38,178,405   
Diversified Banks–3.35%   

U.S. Bancorp

    176,545         6,595,721   

Wells Fargo & Co.

    214,568         9,159,908   
               15,755,629   
Diversified Metals & Mining–1.54%   

Freeport-McMoRan Copper & Gold Inc.

    197,885         7,274,253   
Drug Retail–2.83%   

CVS Caremark Corp.

    118,386         7,370,712   

Walgreen Co.

    100,145         5,932,590   
               13,303,302   
     Shares      Value  
Environmental & Facilities Services–1.27%   

Republic Services, Inc.

    178,681       $ 5,980,453   
General Merchandise Stores–3.07%   

Dollar General Corp.(b)

    130,980         7,568,025   

Target Corp.

    106,109         6,874,802   
               14,442,827   
Health Care Equipment–3.24%     

Covidien PLC

    120,105         7,699,931   

Stryker Corp.

    102,280         7,554,401   
               15,254,332   
Health Care Services–2.87%     

Express Scripts Holding Co.(b)

    215,794         13,491,441   
Industrial Conglomerates–4.75%   

Danaher Corp.

    139,312         10,043,002   

General Electric Co.

    471,409         12,322,631   
               22,365,633   
Industrial Gases–2.11%   

Praxair, Inc.

    79,773         9,948,491   
Internet Software & Services–2.43%   

Google Inc.–Class A(b)

    11,122         11,462,111   
IT Consulting & Other Services–0.77%   

Teradata Corp.(b)

    82,045         3,615,723   
Managed Health Care–3.89%   

Aetna Inc.

    157,204         9,856,691   

UnitedHealth Group Inc.

    123,685         8,442,738   
               18,299,429   
Metal & Glass Containers–1.48%   

Crown Holdings, Inc.(b)

    160,370         6,992,132   
Movies & Entertainment–1.54%   

Walt Disney Co. (The)

    105,650         7,246,533   
Multi-Utilities–1.02%   

PG&E Corp.

    115,302         4,825,389   
Oil & Gas Exploration & Production–7.62%   

Anadarko Petroleum Corp.

    118,454         11,287,482   

Apache Corp.

    78,306         6,953,573   

EQT Corp.

    56,853         4,867,185   

Marathon Oil Corp.

    132,675         4,678,120   

QEP Resources Inc.

    245,032         8,100,758   
               35,887,118   
Oil & Gas Storage & Transportation–3.17%   

Kinder Morgan Inc.

    188,110         6,642,164   

Williams Cos., Inc. (The)

    232,161         8,290,469   
               14,932,633   
 

 

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

 

8                         Invesco Disciplined Equity Fund


     Shares      Value  
Other Diversified Financial Services–4.75%   

Bank of America Corp.

    491,990       $ 6,868,180   

Citigroup Inc.

    105,323         5,137,656   

JPMorgan Chase & Co.

    200,981         10,358,561   
               22,364,397   
Packaged Foods & Meats–1.02%      

Kellogg Co.

    75,985         4,806,051   
Pharmaceuticals–3.15%     

Johnson & Johnson

    80,875         7,489,834   

Merck & Co., Inc.

    162,382         7,321,804   
               14,811,638   
Railroads–1.27%     

Union Pacific Corp.

    39,370         5,960,618   
Residential REIT’s–0.64%     

AvalonBay Communities, Inc.

    24,160         3,021,208   
Restaurants–1.41%     

McDonald’s Corp.

    68,900         6,650,228   
Retail REIT’s–1.38%     

Simon Property Group, Inc.

    42,163         6,516,292   
     Shares      Value  
Soft Drinks–0.86%     

PepsiCo, Inc.

    48,178       $ 4,051,288   
Systems Software–6.28%      

Check Point Software Technologies Ltd. (Israel)(b)

    77,735         4,510,185   

Microsoft Corp.

    332,373         11,749,386   

Oracle Corp.

    397,625         13,320,438   
               29,580,009   

Total Common Stocks & Other Equity Interests
(Cost $340,901,367)

   

     458,057,732   

Money Market Funds–2.53%

  

  

Liquid Assets Portfolio–
Institutional Class(c)

    5,965,329         5,965,329   

Premier Portfolio–Institutional Class(c)

    5,965,329         5,965,329   

Total Money Market Funds
(Cost $11,930,658)

   

     11,930,658   

TOTAL INVESTMENTS–99.81%
(Cost $352,832,025)

   

     469,988,390   

OTHER ASSETS LESS
LIABILITIES–0.19%

             897,018   

NET ASSETS–100.00%

           $ 470,885,408   
 

Investment Abbreviations:

 

REIT  

– Real Estate Investment Trust

Notes to Schedule of Investments:

 

(a) Industry and/or sector classifications used in this report are generally according to the Global Industry Classification Standard, which was developed by and is the exclusive property and a service mark of MSCI Inc. and Standard & Poor’s.
(b) Non-income producing security.
(c) The money market fund and the Fund are affiliated by having the same investment adviser.

 

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

 

9                         Invesco Disciplined Equity Fund


Statement of Assets and Liabilities

October 31, 2013

 

Assets:

 

Investments, at value (Cost $340,901,367)

  $ 458,057,732   

Investments in affiliated money market funds, at value and cost

    11,930,658   

Total investments, at value (Cost $352,832,025)

    469,988,390   

Receivable for:

 

Fund shares sold

    978,355   

Dividends

    225,901   

Other assets

    13,286   

Total assets

    471,205,932   

Liabilities:

 

Payable for:

 

Fund shares reacquired

    213,765   

Accrued fees to affiliates

    65,267   

Accrued trustees’ and officers’ fees and benefits

    2,908   

Accrued other operating expenses

    38,584   

Total liabilities

    320,524   

Net assets applicable to shares outstanding

  $ 470,885,408   

Net assets consist of:

 

Shares of beneficial interest

  $ 331,672,315   

Undistributed net investment income

    3,130,310   

Undistributed net realized gain

    18,926,418   

Net unrealized appreciation

    117,156,365   
    $ 470,885,408   

Net Assets:

 

Class Y

  $ 470,885,408   

Shares outstanding, $0.001 par value per share,
with an unlimited number of shares authorized:

   

Class Y

    33,468,482   

Class Y:

 

Net asset value and offering price per share

  $ 14.07   
 

 

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

 

10                         Invesco Disciplined Equity Fund


Statement of Operations

For the year ended October 31, 2013

 

Investment income:

  

Dividends

  $ 7,241,494   

Dividends from affiliated money market funds

    9,597   

Total investment income

    7,251,091   

Expenses:

 

Advisory fees

    2,719,880   

Administrative services fees

    91,223   

Custodian fees

    16,569   

Transfer agent fees

    195,282   

Trustees’ and officers’ fees and benefits

    32,278   

Other

    116,660   

Total expenses

    3,171,892   

Less: Fees waived

    (17,336

Net expenses

    3,154,556   

Net investment income

    4,096,535   

Realized and unrealized gain from:

 

Net realized gain from investment securities

    21,281,298   

Change in net unrealized appreciation of investment securities

    63,387,409   

Net realized and unrealized gain

    84,668,707   

Net increase in net assets resulting from operations

  $ 88,765,242   

 

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

 

11                         Invesco Disciplined Equity Fund


Statement of Changes in Net Assets

For the years ended October 31, 2013 and 2012

 

     2013      2012  

Operations:

    

Net investment income

  $ 4,096,535       $ 3,010,639   

Net realized gain

    21,281,298         11,415,029   

Change in net unrealized appreciation

    63,387,409         21,534,689   

Net increase in net assets resulting from operations

    88,765,242         35,960,357   

Distributions to shareholders from net investment income — Class Y

    (3,466,757      (1,953,835

Distributions to shareholders from net realized gains — Class Y

    (11,412,444      (4,146,472

Share transactions–net:

    

Class Y

    76,318,772         63,109,023   

Net increase in net assets

    150,204,813         92,969,073   

Net assets:

    

Beginning of year

    320,680,595         227,711,522   

End of year (includes undistributed net investment income of $3,130,310 and $2,500,532, respectively)

  $ 470,885,408       $ 320,680,595   

Notes to Financial Statements

October 31, 2013

NOTE 1—Significant Accounting Policies

Invesco Disciplined Equity Fund (the “Fund”) is a series portfolio of AIM Equity Funds (Invesco Equity Funds) (the “Trust”). The Trust is a Delaware statutory trust registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end series management investment company consisting of four separate portfolios, each authorized to issue an unlimited number of shares of beneficial interest. The assets, liabilities and operations of each portfolio are accounted for separately. Information presented in these financial statements pertains only to the Fund. Matters affecting each portfolio or class will be voted on exclusively by the shareholders of such portfolio or class.

The Fund’s investment objective is long-term capital appreciation and, secondarily, current income.

The Fund currently consists of one class of shares, Class Y. Class Y shares are sold at net asset value.

The following is a summary of the significant accounting policies followed by the Fund in the preparation of its financial statements.

A. Security Valuations — Securities, including restricted securities, are valued according to the following policy.

A security listed or traded on an exchange (except convertible bonds) is valued at its 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, 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. Securities traded in the over-the-counter market are valued based on prices furnished by independent pricing services or market makers. When such securities are valued by an independent pricing service they may be considered fair valued. 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. For purposes of determining net asset value per share, futures and option contracts generally are valued 15 minutes after the close of the customary trading session of the New York Stock Exchange (“NYSE”).

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.

Debt obligations (including convertible bonds) and unlisted equities are fair valued using an evaluated quote provided by an independent pricing service. Evaluated quotes provided by the pricing service 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 specific securities, dividend rate (for unlisted equities), yield (for debt obligations), quality, type of issue, coupon rate (for debt obligations), maturity (for debt obligations), individual trading characteristics and other market data. Debt obligations are subject to interest rate and credit risks. In addition, all debt obligations involve some risk of default with respect to interest and/or principal payments.

Foreign securities’ (including foreign exchange contracts) prices are converted into U.S. dollar amounts using the applicable 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 the Adviser determines are significant and make the closing price unreliable, the Fund may fair value the security. If the event is likely to have affected the closing price of the security, the security will be valued at fair value in good faith using procedures approved by the Board of Trustees. Adjustments to closing prices to reflect fair value may also be based on a screening process of an independent pricing service 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 value as of the close of the NYSE. Foreign securities’ prices meeting the approved degree of certainty that the price is not reflective of current value will be priced at the indication of fair value from the independent pricing service. Multiple factors may be considered by the

 

12                         Invesco Disciplined Equity Fund


independent pricing service in determining adjustments to reflect fair value and may include information relating to sector indices, American Depositary Receipts and domestic and foreign index futures. Foreign securities may have additional risks including exchange rate changes, potential for sharply devalued currencies and high inflation, political and economic upheaval, the relative lack of issuer information, relatively low market liquidity and the potential lack of strict financial and accounting controls and standards.

Securities for which market prices are not provided by any of the above methods may be valued based upon quotes furnished by independent sources. The last bid price may be used to value equity securities. The mean between the last bid and asked prices is used to value debt obligations, including corporate loans.

Securities for which market quotations are not readily available or became unreliable are valued at fair value as determined in good faith by or under the supervision of the Trust’s officers following 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.

Valuations change in response to many factors including the historical and prospective earnings of the issuer, the value of the issuer’s assets, general economic conditions, interest rates, investor perceptions and market liquidity. Because of the inherent uncertainties of valuation, the values reflected in the financial statements may materially differ from the value received upon actual sale of those investments.

B. Securities Transactions and Investment Income — Securities transactions are accounted for on a trade date basis. Realized gains or losses on sales are computed on the basis of specific identification of the securities sold. Interest income is recorded on the accrual basis from settlement date. Dividend income (net of withholding tax, if any) is recorded on the ex-dividend date.

The Fund may periodically participate in litigation related to Fund investments. As such, the Fund may receive proceeds from litigation settlements. Any proceeds received are included in the Statement of Operations as realized gain (loss) for investments no longer held and as unrealized gain (loss) for investments still held.

Brokerage commissions and mark ups are considered transaction costs and are recorded as an increase to the cost basis of securities purchased and/or a reduction of proceeds on a sale of securities. Such transaction costs are included in the determination of net realized and unrealized gain (loss) from investment securities reported in the Statement of Operations and the Statement of Changes in Net Assets and the net realized and unrealized gains (losses) on securities per share in the Financial Highlights. Transaction costs are included in the calculation of the Fund’s net asset value and, accordingly, they reduce the Fund’s total returns. These transaction costs are not considered operating expenses and are not reflected in net investment income reported in the Statement of Operations and Statement of Changes in Net Assets, or the net investment income per share and ratios of expenses and net investment income reported in the Financial Highlights, nor are they limited by any expense limitation arrangements between the Fund and the investment adviser.

C. Country Determination — For the purposes of making investment selection decisions and presentation in the Schedule of Investments, the investment adviser may determine the country in which an issuer is located and/or credit risk exposure based on various factors. These factors include the laws of the country under which the issuer is organized, where the issuer maintains a principal office, the country in which the issuer derives 50% or more of its total revenues and the country that has the primary market for the issuer’s securities, as well as other criteria. Among the other criteria that may be evaluated for making this determination are the country in which the issuer maintains 50% or more of its assets, the type of security, financial guarantees and enhancements, the nature of the collateral and the sponsor organization. Country of issuer and/or credit risk exposure has been determined to be the United States of America, unless otherwise noted.
D. Distributions — Distributions from income and net realized capital gain, if any, are generally declared and paid annually and recorded on the ex-dividend date. The Fund may elect to treat a portion of the proceeds from redemptions as distributions for federal income tax purposes.
E. Federal Income Taxes — The Fund intends to comply with the requirements of Subchapter M of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), necessary to qualify as a regulated investment company and to distribute substantially all of the Fund’s taxable earnings to shareholders. As such, the Fund will not be subject to federal income taxes on otherwise taxable income (including net realized capital gain) that is distributed to shareholders. Therefore, no provision for federal income taxes is recorded in the financial statements.

The Fund files tax returns in the U.S. Federal jurisdiction and certain other jurisdictions. Generally, the Fund is subject to examinations by such taxing authorities for up to three years after the filing of the return for the tax period.

F. Accounting Estimates — The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period including estimates and assumptions related to taxation. Actual results could differ from those estimates by a significant amount. In addition, the Fund monitors for material events or transactions that may occur or become known after the period-end date and before the date the financial statements are released to print.
G. Indemnifications — Under the Trust’s organizational documents, each Trustee, officer, employee or other agent of the Trust is indemnified against certain liabilities that may arise out of the performance of their duties to the Fund. Additionally, in the normal course of business, the Fund enters into contracts, including the Fund’s servicing agreements, that contain a variety of indemnification clauses. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred. The risk of material loss as a result of such indemnification claims is considered remote.

 

13                         Invesco Disciplined Equity Fund


NOTE 2—Advisory Fees and Other Fees Paid to Affiliates

The Trust has entered into a master investment advisory agreement with Invesco Advisers, Inc. (the “Adviser” or “Invesco”). Under the terms of the investment advisory agreement, the Fund pays an advisory fee to the Adviser based on the annual rate of the Fund’s average daily net assets as follows:

 

Average Daily Net Assets   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%     

Under the terms of a master sub-advisory agreement between the Adviser and each of Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Limited, Invesco Australia Limited, Invesco Hong Kong Limited, Invesco Senior Secured Management, Inc. and Invesco Canada Ltd. (collectively, the “Affiliated Sub-Advisers”) the Adviser, not the Fund, may pay 40% of the fees paid to the Adviser to any such Affiliated Sub-Adviser(s) that provide(s) discretionary investment management services to the Fund based on the percentage of assets allocated to such Sub-Adviser(s).

The Adviser has contractually agreed, through at least June 30, 2014, to waive advisory fees and/or reimburse expenses of all shares to the extent necessary to limit total annual fund operating expenses after fee waiver and/or expense reimbursement (excluding certain items discussed below) of Class Y shares to 1.75% of average daily net assets. In determining the Adviser’s obligation to waive advisory fees and/or reimburse expenses, the following expenses are not taken into account, and could cause the total annual fund operating expenses after fee waiver and/or expense reimbursement to exceed the numbers reflected above: (1) interest; (2) taxes; (3) dividend expense on short sales; (4) extraordinary or non-routine items, including litigation expenses; and (5) expenses that the Fund has incurred but did not actually pay because of an expense offset arrangement. Unless Invesco continues the fee waiver agreement, it will terminate on June 30, 2014. The fee waiver agreement cannot be terminated during its term. The Adviser did not waive fees and/or reimburse expenses during the period under this expense limitation.

Further, the Adviser has contractually agreed, through June 30, 2014, to waive the advisory fee payable by the Fund in an amount equal to 100% of the net advisory fees the Adviser receives from the affiliated money market funds on investments by the Fund of uninvested cash in such affiliated money market funds.

For the year ended October 31, 2013, the Adviser waived advisory fees of $17,336.

The Trust has entered into a master administrative services agreement with Invesco pursuant to which the Fund has agreed to pay Invesco for certain administrative costs incurred in providing accounting services to the Fund. For the year ended October 31, 2013, expenses incurred under the agreement are shown in the Statement of Operations as Administrative services fees.

The Trust has entered into a transfer agency and service agreement with Invesco Investment Services, Inc. (“IIS”) pursuant to which the Fund has agreed to pay IIS a fee for providing transfer agency and shareholder services to the Fund and reimburse IIS for certain expenses incurred by IIS in the course of providing such services. IIS may make payments to intermediaries that provide omnibus account services, sub-accounting services and/or networking services. All fees payable by IIS to intermediaries that provide omnibus account services or sub-accounting are charged back to the Fund, subject to certain limitations approved by the Trust’s Board of Trustees. For the year ended October 31, 2013, expenses incurred under the agreement are shown in the Statement of Operations as Transfer agent fees.

The Trust has entered into master distribution agreements with Invesco Distributors, Inc. (“IDI”) to serve as the distributor for the Class Y shares of the Fund. The Fund is not charged any fees pursuant with the distribution agreement with IDI.

Certain officers and trustees of the Trust are officers and directors of the Adviser, IIS and/or IDI.

NOTE 3—Additional Valuation Information

GAAP defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, under current market conditions. GAAP establishes a hierarchy that prioritizes the inputs to valuation methods, giving the highest priority to readily available unadjusted quoted prices in an active market for identical assets (Level 1) and the lowest priority to significant unobservable inputs (Level 3), generally when market prices are not readily available or are unreliable. Based on the valuation inputs, the securities or other investments are tiered into one of three levels. Changes in valuation methods may result in transfers in or out of an investment’s assigned level:

  Level 1 — Prices are determined using quoted prices in an active market for identical assets.
  Level 2 — Prices are determined using other significant observable inputs. Observable inputs are inputs that other market participants may use in pricing a security. These may include quoted prices for similar securities, interest rates, prepayment speeds, credit risk, yield curves, loss severities, default rates, discount rates, volatilities and others.
  Level 3 — Prices are determined using significant unobservable inputs. In situations where quoted prices or observable inputs are unavailable (for example, when there is little or no market activity for an investment at the end of the period), unobservable inputs may be used. Unobservable inputs reflect the Fund’s own assumptions about the factors market participants would use in determining fair value of the securities or instruments and would be based on the best available information.

As of October 31, 2013, all of the securities in this Fund were valued based on Level 1 inputs (see the Schedule of Investments for security categories). The level assigned to the securities valuations may not be an indication of the risk or liquidity associated with investing in those

 

14                         Invesco Disciplined Equity Fund


securities. Because of the inherent uncertainties of valuation, the values reflected in the financial statements may materially differ from the value received upon actual sale of those investments.

NOTE 4—Trustees’ and Officers’ Fees and Benefits

Trustees’ and Officers’ Fees and Benefits include amounts accrued by the Fund to pay remuneration to certain Trustees and Officers of the Fund. Trustees have the option to defer compensation payable by the Fund, and Trustees’ and Officers’ Fees and Benefits also include amounts accrued by the Fund to fund such deferred compensation amounts. Those Trustees who defer compensation have the option to select various Invesco Funds in which their deferral accounts shall be deemed to be invested. Finally, certain current Trustees are eligible to participate in a retirement plan that provides for benefits to be paid upon retirement to Trustees over a period of time based on the number of years of service. The Fund may have certain former Trustees who also participate in a retirement plan and receive benefits under such plan. Trustees’ and Officers’ Fees and Benefits include amounts accrued by the Fund to fund such retirement benefits. Obligations under the deferred compensation and retirement plans represent unsecured claims against the general assets of the Fund.

NOTE 5—Cash Balances

The Fund is permitted to temporarily carry a negative or overdrawn balance in its account with State Street Bank and Trust Company, the custodian bank. Such balances, if any at period end, are shown in the Statement of Assets and Liabilities under the payable caption Amount due custodian. To compensate the custodian bank for such overdrafts, the overdrawn Fund may either (1) leave funds as a compensating balance in the account so the custodian bank can be compensated by earning the additional interest; or (2) compensate by paying the custodian bank at a rate agreed upon by the custodian bank and Invesco, not to exceed the contractually agreed upon rate.

NOTE 6—Distributions to Shareholders and Tax Components of Net Assets

Tax Character of Distributions to Shareholders Paid During the Years Ended October 31, 2013 and 2012:

 

     2013      2012  

Ordinary income

  $ 3,466,757       $ 1,953,835   

Long-term capital gain

    11,412,444         4,146,472   

Total distributions

  $ 14,879,201       $ 6,100,307   

Tax Components of Net Assets at Period-End:

 

     2013  

Undistributed ordinary income

  $ 3,225,967   

Undistributed long-term gain

    20,550,602   

Net unrealized appreciation — investments

    115,436,524   

Shares of beneficial interest

    331,672,315   

Total net assets

  $ 470,885,408   

The difference between book-basis and tax-basis unrealized appreciation (depreciation) is due to differences in the timing of recognition of gains and losses on investments for tax and book purposes. The Fund’s net unrealized appreciation difference is attributable primarily to wash sales.

The temporary book/tax differences are a result of timing differences between book and tax recognition of income and/or expenses. The Fund’s temporary book/tax differences are the result of the trustee deferral of compensation and retirement plan benefits.

Capital loss carryforward is calculated and reported as of a specific date. Results of transactions and other activity after that date may affect the amount of capital loss carryforward actually available for the Fund to utilize. Capital losses generated in years beginning after December 22, 2010 can be carried forward for an unlimited period, whereas previous losses expire in 8 tax years. Capital losses with an expiration period may not be used to offset capital gains until all net capital losses without an expiration date have been utilized. Capital loss carryforwards with no expiration date will retain their character as either short-term or long-term capital losses instead of as short-term capital losses as under prior law. The ability to utilize capital loss carryforward in the future may be limited under the Internal Revenue Code and related regulations based on the results of future transactions.

The Fund does not have a capital loss carryforward as of October 31, 2013.

NOTE 7—Investment Securities

The aggregate amount of investment securities (other than short-term securities, U.S. Treasury obligations and money market funds, if any) purchased and sold by the Fund during the year ended October 31, 2013 was $137,820,131 and $73,470,996, respectively. Cost of investments on a tax basis includes the adjustments for financial reporting purposes as of the most recently completed federal income tax reporting period-end.

 

Unrealized Appreciation (Depreciation) of Investment Securities on a Tax Basis  

Aggregate unrealized appreciation of investment securities

  $ 117,110,386   

Aggregate unrealized (depreciation) of investment securities

    (1,673,862

Net unrealized appreciation of investment securities

  $ 115,436,524   

Cost of investments for tax purposes is $354,551,866.

 

15                         Invesco Disciplined Equity Fund


NOTE 8—Share Information

 

     Summary of Share Activity  
    Years ended October 31,  
    2013(a)      2012  
     Shares      Amount      Shares      Amount  

Sold:

          

Class Y

    9,275,304       $ 116,180,467         7,716,749       $ 85,730,527   

Issued as reinvestment of dividends:

          

Class Y

    1,096,158         12,342,736         494,629         5,104,575   

Reacquired:

          

Class Y

    (4,118,072      (52,204,431      (2,467,165      (27,726,079

Net increase in share activity

    6,253,390       $ 76,318,772         5,744,213       $ 63,109,023   

 

(a) There are entities that are record owners of more than 5% of the outstanding shares of the Fund and in the aggregate own 87% of the outstanding shares of the Fund. IDI has an agreement with these entities to sell Fund shares. The Fund, Invesco and/or Invesco affiliates may make payments to these entities, which are considered to be related to the Fund, for providing services to the Fund, Invesco and/or Invesco affiliates including but not limited to services such as securities brokerage, distribution, third party record keeping and account servicing. The Fund has no knowledge as to whether all or any portion of the shares owned of record by these entities are also owned beneficially.

NOTE 9—Financial Highlights

The following schedule presents financial highlights for a share of the Fund outstanding throughout the periods indicated.

 

     Net asset
value,
beginning
of period
  Net
investment
income
  Net gains
(losses)
on securities
(both
realized and
unrealized)
  Total from
investment
operations
  Dividends
from net
investment
income
  Distributions
from net
realized
gains
  Total
distributions
  Net asset
value, end
of period
  Total
return(a)
  Net assets,
end of period
(000’s omitted)
  Ratio of
expenses
to average
net assets
with fee waivers
and/or expenses
absorbed
  Ratio of
expenses
to average net
assets without
fee waivers
and/or expenses
absorbed
  Ratio of net
investment
income
to average
net assets
  Portfolio
turnover(b)

Class Y(c)

                                                       

Year ended 10/31/13

    $ 11.78       $ 0.13 (d)     $ 2.70       $ 2.83       $ (0.13 )     $ (0.41 )     $ (0.54 )     $ 14.07         25.16 %     $ 470,885         0.80 %(e)       0.80 %(e)       1.03 %(e)       19 %

Year ended 10/31/12

      10.61         0.12 (d)       1.33         1.45         (0.09 )       (0.19 )       (0.28 )       11.78         14.05         320,681         0.78         0.79         1.07         22  

Year ended 10/31/11

      9.61         0.09 (d)       1.00         1.09         (0.09 )               (0.09 )       10.61         11.44         227,712         0.80         0.81         0.89         38  

Year ended 10/31/10

      8.47         0.09 (d)       1.13         1.22         (0.08 )       (0.00 )       (0.08 )       9.61         14.51         188,719         0.74         0.75         0.96         34  

Eleven Months ended 10/31/09

      7.08         0.08 (d)       1.43         1.51         (0.12 )       (0.00 )       (0.12 )       8.47         21.80         166,898         1.12 (f)       1.33 (f)       1.16 (f)       44  

Year ended 11/30/08

      11.89         0.10         (3.71 )       (3.61 )       (0.13 )       (1.07 )       (1.20 )       7.08         (33.81 )       171,200         1.04         1.04         0.95         45  

 

(a) Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Does not include sales charges and is not annualized for periods less than one year, if applicable.
(b) Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year, if applicable.
(c) Prior to September 21, 2009, the Fund operated as Atlantic Whitehall Equity Income Fund. On such date, holders of Institutional Class received Class Y shares of the Fund.
(d) Calculated using average shares outstanding.
(e) Ratios are based on average daily net assets (000’s omitted) of $396,624.
(f) Annualized.

NOTE 10—Significant Event

As part of the acquisition of Atlantic Trust by Canadian Imperial Bank of Commerce (“CIBC”) which was announced on April 11, 2013 (the “Atlantic Trust Transaction”), the Invesco Funds Board of Trustees has approved the reorganization of the Fund into AT Disciplined Equity Fund, a newly created fund sponsored by Atlantic Trust through its registered investment adviser, Stein Roe Investment Counsel, Inc. and CIBC.

The reorganization was approved by the Fund’s shareholders on October 17, 2013 and the reorganization is expected to close on January 2, 2014.

 

16                         Invesco Disciplined Equity Fund


Report of Independent Registered Public Accounting Firm

 

To the Board of Trustees of AIM Equity Funds (Invesco Equity Funds)

and Shareholders of Invesco Disciplined Equity Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Invesco Disciplined Equity Fund (one of the funds constituting AIM Equity Funds (Invesco Equity Funds), hereafter referred to as the “Fund”) at October 31, 2013, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the four years in the period then ended and the period December 1, 2008 to October 31, 2009, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at October 31, 2013 by correspondence with the custodian, provide a reasonable basis for our opinion. The financial highlights of the Fund for the period ended November 30, 2008 were audited by another independent registered public accounting firm whose report dated January 23, 2009 expressed an unqualified opinion on such financial statements.

As disclosed in Note 10, the Board of Trustees and the Fund’s shareholders have approved the reorganization of the Fund into AT Disciplined Equity Fund, a newly created fund sponsored by Atlantic Trust through its registered investment adviser, Stein Roe Investment Counsel, Inc. and CIBC, which is expected to close on January 2, 2014.

PRICEWATERHOUSECOOPERS LLP

December 23, 2013

Houston, Texas

 

17                         Invesco Disciplined Equity Fund


Calculating your ongoing Fund expenses

Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, which may include sales charges (loads) on purchase payments or contingent deferred sales charges on redemptions, if any; and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees, and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period May 1, 2013 through October 31, 2013.

Actual expenses

The table below provides information about actual account values and actual expenses. You may use the information in this table, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the table under the heading entitled “Actual Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical example for comparison purposes

The table below also provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return.

The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs, such as sales charges (loads) on purchase payments or contingent deferred sales charges on redemptions, if any. Therefore, the hypothetical information is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transaction costs were included, your costs would have been higher.

 

Class   Beginning
Account Value
(05/01/13)
    ACTUAL     HYPOTHETICAL
(5% annual return before
expenses)
    Annualized
Expense
Ratio
 
    Ending
Account Value
(10/31/13)1
    Expenses
Paid During
Period2
    Ending
Account Value
(10/31/13)
    Expenses
Paid During
Period2
   
Y   $ 1,000.00      $ 1,106.10      $ 4.25      $ 1,021.17      $ 4.08        0.80

 

1  The actual ending account value is based on the actual total return of the Fund for the period May 1, 2013 through October 31, 2013, after actual expenses and will differ from the hypothetical ending account value which is based on the Fund’s expense ratio and a hypothetical annual return of 5% before expenses.
2  Expenses are equal to the Fund’s annualized expense ratio as indicated above multiplied by the average account value over the period, multiplied by 184/365 to reflect the most recent fiscal half year.

 

18                         Invesco Disciplined Equity Fund


Approval of Investment Advisory and Sub-Advisory Contracts

 

The Board of Trustees (the Board) of AIM Equity Funds (Invesco Equity Funds) is required under the Investment Company Act of 1940, as amended, to approve annually the renewal of Invesco Disciplined Equity Fund’s (the Fund) investment advisory agreement with Invesco Advisers, Inc. (Invesco Advisers) and the Master Intergroup Sub-Advisory Contract for Mutual Funds (the sub-advisory contracts) with Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Limited, Invesco Australia Limited, Invesco Hong Kong Limited, Invesco Senior Secured Management, Inc. and Invesco Canada Ltd. (collectively, the Affiliated Sub-Advisers). During contract renewal meetings held on June 17-19, 2013, the Board as a whole, and the disinterested or “independent” Trustees, who comprise over 75% of the Board, voting separately, approved the continuance of the Fund’s investment advisory agreement and the sub-advisory contracts for another year, effective July 1, 2013. The Board determined that continuation of the Fund’s investment advisory agreement and the sub-advisory contracts are in the best interests of the Fund and its shareholders and the compensation payable to Invesco Advisers and the Affiliated Sub-Advisers under the agreements is fair and reasonable.

The Board’s Fund Evaluation Process

The Board’s Investments Committee has established three Sub-Committees, each of which is primarily responsible for overseeing the management of a number of the funds advised by Invesco Advisers (the Invesco Funds). The Sub-Committees meet throughout the year to review the performance of their assigned Invesco Funds, including reviewing materials prepared under the direction of the independent Senior Officer, an officer of the Invesco Funds who reports directly to the independent Trustees. Over the course of each year, the Sub-Committees meet with portfolio managers for their assigned Invesco Funds and other members of management to review the performance, investment objective(s), policies, strategies, limitations and investment risks of these funds. The Sub-Committees meet regularly and at designated contract renewal meetings each year to conduct a review of the performance, fees, expenses, and other matters related to their assigned Invesco Funds. Each Sub-Committee recommends to the Investment Committee, which in turn recommends to the full Board, whether and on what terms to approve the continuance of each Invesco Fund’s investment advisory agreement and sub-advisory contracts for another year.

During the contract renewal process, the Trustees receive comparative performance and fee data regarding the Invesco Funds prepared by Invesco Advisers and Lipper Inc. (Lipper), an

independent provider of investment company data. The Trustees also receive an independent written evaluation from the Senior Officer. The Senior Officer’s evaluation is prepared as part of his responsibility to manage the process by which the Invesco Funds’ proposed management fees are negotiated during the annual contract renewal process to ensure they are negotiated in a manner that is at arms’ length and reasonable. The independent Trustees are assisted in their annual evaluation of the Fund’s investment advisory agreement by the Senior Officer and by independent legal counsel. In addition to meetings with Invesco Advisers and fund counsel, the independent Trustees also discuss the continuance of the investment advisory agreement and sub-advisory contracts in separate sessions with the Senior Officer and with independent legal counsel.

In evaluating the fairness and reasonableness of compensation under the Fund’s investment advisory agreement and sub-advisory contracts, the Board considered, among other things, the factors discussed below. The Trustees recognized that the advisory fee rates for the Invesco Funds are, in many cases, the result of years of review and negotiation between the Trustees and Invesco Advisers as well as advisory fees previously approved by different predecessor boards. The Trustees’ deliberations and conclusions in a particular year may be based in part on their deliberations and conclusions regarding these same arrangements throughout the year and in prior years. The Trustees’ review and conclusions are based on the comprehensive consideration of all information presented to them and are not the result of any single determinative factor. Moreover, one Trustee may have weighed a particular piece of information or factor differently than another Trustee.

The discussion below serves as the Senior Officer’s independent written evaluation with respect to the Fund’s investment advisory agreement as well as a discussion of the material factors and related conclusions that formed the basis for the Board’s approval of the Fund’s investment advisory agreement and sub-advisory contracts. Unless otherwise stated, this information is current as of June 19, 2013, and may not reflect consideration of factors that became known to the Board after that date, including, for example, changes to the Fund’s performance, advisory fees, expense limitations and/or fee waivers.

Factors and Conclusions and Summary of Independent Written Fee Evaluation

A. Nature, Extent and Quality of Services Provided by Invesco Advisers and the Affiliated Sub-Advisers

The Board reviewed the advisory services provided to the Fund by Invesco Advisers under the Fund’s investment advisory agreement, the

performance of Invesco Advisers in providing these services, and the credentials and experience of the officers and employees of Invesco Advisers who provide these services, including the Fund’s portfolio manager or managers, with whom the Sub-Committees met during the year. The Board’s review of the qualifications of Invesco Advisers to provide advisory services included the Board’s consideration of Invesco Advisers’ investment process oversight, independent credit analysis and investment risk management.

In determining whether to continue the Fund’s investment advisory agreement, the Board considered the benefits of reapproving an existing relationship and the greater uncertainty that may be associated with entering into a new relationship. The Board also considered non-advisory services that Invesco Advisers and its affiliates provide to the Invesco Funds such as various back office support functions, equity and fixed income trading operations, internal audit, distribution and legal and compliance. The Board concluded that the nature, extent and quality of the services provided to the Fund by Invesco Advisers are appropriate and satisfactory and consistent with the terms of the Fund’s investment advisory agreement.

The Board reviewed the services that may be provided by the Affiliated Sub-Advisers under the sub-advisory contracts and the credentials and experience of the officers and employees of the Affiliated Sub-Advisers who provide these services. The Board noted that the Affiliated Sub-Advisers have offices and personnel that are located in financial centers around the world. As a result, the Affiliated Sub-Advisers can provide research and investment analysis on the markets and economies of various countries in which the Fund may invest, make recommendations regarding securities and assist with security trades. The Board concluded that the sub-advisory contracts benefit the Fund and its shareholders by permitting Invesco Advisers to use the resources and talents of the Affiliated Sub-Advisers in managing the Fund. The Board concluded that the nature, extent and quality of the services that may be provided by the Affiliated Sub-Advisers are appropriate and satisfactory and consistent with the terms of the Fund’s sub-advisory contracts.

B. Fund Performance

The Board considered Fund performance as a relevant factor in considering whether to approve the investment advisory agreement. The Board did not view Fund performance as a relevant factor in considering whether to approve the sub-advisory contracts for the Fund, as no Affiliated Sub-Adviser currently manages assets of the Fund.

The Board compared the Fund’s performance during the past one, three and five calendar years to the performance of funds in the Lipper performance universe and against the Lipper

 

 

19                         Invesco Disciplined Equity Fund


Large-Cap Core Funds Index. The Board noted that performance of Class Y shares of the Fund was in the third quintile of the performance universe for the one year period and the first quintile for the three and five year periods (the first quintile being the best performing funds and the fifth quintile being the worst performing funds). The Board noted that performance of Class Y shares of the Fund was above the performance of the Index for the one, three and five year periods. The Trustees also reviewed more recent Fund performance and this review did not change their conclusions.

C. Advisory and Sub-Advisory Fees

The Board compared the Fund’s contractual management fee rate to the contractual management fee rates of funds in the Fund’s Lipper expense group at a common asset level. The Board noted that the contractual management fee rate for Class Y shares of the Fund was below the median contractual management fee rate of funds in the expense group. The Board noted that the term “contractual management fee” may include both advisory and certain administrative services fees and that Invesco Advisers does not charge the Invesco Funds for the administrative services included in the term as defined by Lipper. The Board also reviewed the methodology used by Lipper in providing expense group information, which includes using each fund’s contractual management fee schedule (including any applicable breakpoints) as reported in the most recent prospectus or statement of additional information for each fund in the expense group.

The Board noted that Invesco Advisers and the Affiliated Sub-Advisers do not advise other mutual funds with investment strategies comparable to those of the Fund.

The Board also considered the fees charged by Invesco Advisers and the Affiliated Sub-Advisers to other client accounts with investment strategies comparable to those of the Fund. The Board noted that Invesco Advisers or the Affiliated Sub-Advisers may charge lower fees to large institutional clients. Invesco Advisers reviewed with the Board the significantly greater scope of services it provides to the Invesco Funds relative to certain other client accounts. These additional services include provision of administrative services, officers and office space, oversight of service providers, preparation of annual registration statement updates and financial information and regulatory compliance under the Investment Company Act of 1940, as amended. Invesco Advisers also reviewed generally the higher frequency of shareholder purchases and redemptions in the Invesco Funds relative to the flow of assets for other client accounts. Invesco Advisers advised the Board that advance notice of redemptions is often provided to Invesco Advisers by institutional clients. The Board did note that sub-advisory fee rates charged by the Affiliated Sub-Advisers to manage the Invesco Funds and to manage other client accounts tended to be more comparable, reflecting a

more comparable scope of services. The Board concluded that the aggregate services provided to the Invesco Funds were sufficiently different from those provided to institutional clients, and the Board did not place significant weight on these fee comparisons.

The Board also considered the services that may be provided by the Affiliated Sub-Advisers pursuant to the sub-advisory contracts, as well as the fees payable by Invesco Advisers to the Affiliated Sub-Advisers pursuant to the sub-advisory contracts. The Board also noted that the sub-advisory fees are not paid directly by the Fund, but rather, are payable by Invesco Advisers to the Affiliated Sub-Advisers.

Based upon the information and considerations described above, the Board concluded that the compensation payable to Invesco Advisers and the Affiliated Sub-Advisers is fair and reasonable.

D. Economies of Scale and Breakpoints

The Board considered the extent to which there are economies of scale in the provision of advisory services to the Fund. The Board also considered whether the Fund benefits from economies of scale through contractual breakpoints in the Fund’s advisory fee schedule and was assisted in this review by a report from the Senior Officer. The Board also noted that the Fund shares directly in economies of scale through lower fees charged by third party service providers based on the combined size of the Invesco Funds and other clients advised by Invesco Advisers.

E. Profitability and Financial Resources

The Board reviewed information from Invesco Advisers concerning the costs of the advisory and other services that Invesco Advisers and its affiliates provide to the Fund and the profitability of Invesco Advisers and its affiliates in providing these services for the year ended December 31, 2012. The Board received information from Invesco Advisers about the methodology used to prepare the profitability information. The Board considered the profitability of Invesco Advisers in managing the Fund and the Invesco Funds. The Board noted that Invesco Advisers continues to operate at a net profit from services Invesco Advisers and its subsidiaries provide to the Invesco Funds and the Fund. The Board did not deem the level of profits realized by Invesco Advisers and its affiliates from providing services to the Fund to be excessive given the nature, quality and extent of the services provided to the Invesco Funds. The Board received and accepted information from Invesco Advisers demonstrating that Invesco Advisers and each Affiliated Sub-Adviser are financially sound and have the resources necessary to perform their obligations under the investment advisory agreement and sub-advisory contracts.

F. Collateral Benefits to Invesco Advisers and its Affiliates

The Board considered various other benefits received by Invesco Advisers and its affiliates from the relationship with the Fund, including the fees received for their provision of transfer

agency and distribution services to the Fund. The Board considered comparative information regarding fees charged for these services, including information provided by Lipper and other independent sources. The Board considered the performance of Invesco Advisers and its affiliates in providing these services and the organizational structure employed to provide these services. The Board also considered that these services are provided to the Fund pursuant to written contracts that are reviewed and approved on an annual basis by the Board; that the services are required for the operation of the Fund; that Invesco Advisers and its affiliates can provide services, the nature and quality of which are at least equal to those provided by others offering the same or similar services; and that the fees for such services are fair and reasonable in light of the usual and customary charges by others for services of the same nature and quality.

The Board considered the benefits realized by Invesco Advisers and the Affiliated Sub-Advisers as a result of portfolio brokerage transactions executed through “soft dollar” arrangements. The Board noted that soft dollar arrangements shift the payment obligation for research services from Invesco Advisers and the Affiliated Sub-Advisers to the Invesco Funds and that the research received may be used with other clients of Invesco Advisers and may reduce Invesco Advisers’ and the Affiliated Sub-Advisers’ expenses. The Board also considered periodic reports from the Chief Compliance Officer of the Invesco Funds demonstrating that these arrangements are consistent with regulatory requirements. The Board did not deem the soft dollar arrangements to be inappropriate.

The Board considered that the Fund’s uninvested cash and cash collateral from any securities lending arrangements may be invested in money market funds advised by Invesco Advisers pursuant to procedures approved by the Board. The Board noted that Invesco Advisers receives advisory fees from these affiliated money market funds attributable to such investments, although Invesco Advisers has contractually agreed to waive through varying periods the advisory fees payable by the Invesco Funds. The waiver is in an amount equal to 100% of the net advisory fee Invesco Advisers receives from the affiliated money market funds with respect to the Fund’s investment in the affiliated money market funds of uninvested cash, but not cash collateral. The Board concluded that the Fund’s investment of uninvested cash and cash collateral from any securities lending arrangements in the affiliated money market funds is in the best interests of the Fund and its shareholders.

The Board also considered use of an affiliated broker to execute certain trades for the Fund to among other things, control information leakage, and were advised that such trades are executed in compliance with rules under the Investment Company Act of 1940, as amended.

 

 

20                         Invesco Disciplined Equity Fund


Tax Information

Form 1099-DIV, Form 1042-S and other year–end tax information provide shareholders with actual calendar year amounts that should be included in their tax returns. Shareholders should consult their tax advisors.

The following distribution information is being provided as required by the Internal Revenue Code or to meet a specific state’s requirement.

The Fund designates the following amounts or, if subsequently determined to be different, the maximum amount allowable for its fiscal year ended October 31, 2013:

 

Federal and State Income Tax

 

Long-Term Capital Gain Distributions

  $ 11,412,444   

Qualified Dividend Income*

    100

Corporate Dividends Received Deduction*

    100

 

  * The above percentages are based on ordinary income dividends paid to shareholders during the Fund’s fiscal year.

 

21                         Invesco Disciplined Equity Fund


Proxy Results

A Special Meeting (“Meeting”) of Shareholders of Invesco Disciplined Equity Fund was held on October 17, 2013. The Meeting was held for the following purposes:

 

(1) Approval of an Agreement and Plan of Reorganization.

 

(2) Approval of an interim investment advisory agreement.

 

(3) Approval of an interim investment sub-advisory agreement.

The results of the voting on the above matters were as follows:

 

     Matters    Votes For        Votes
Against
      

Votes

Abstain

      

Broker

Non-Votes

 
(1)   Approval of an Agreement and Plan of Reorganization      24,648,259           68           56,521           0   
(2)   Approval of an interim investment advisory agreement      24,648,259           68           56,521           0   
(3)   Approval of an interim investment sub-advisory agreement      24,648,259           68           56,521           0   

 

22                         Invesco Disciplined Equity Fund


Trustees and Officers

 

The address of each trustee and officer is AIM Equity Funds (Invesco Equity Funds) (the “Trust”), 11 Greenway Plaza, Suite 1000, Houston, Texas 77046-1173. 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.

 

Name, Year of Birth and

Position(s) Held with the Trust

 

Trustee and/

or Officer Since

 

Principal Occupation(s)

During Past 5 Years

  Number of
Funds in Fund
Complex
Overseen by
Trustee
 

Other Directorship(s)

Held by Trustee During

Past 5 Years

Interested Persons                
Martin L. Flanagan1 — 1960 Trustee   2007  

Executive Director, Chief Executive Officer and President, Invesco Ltd. (ultimate parent of Invesco and a global investment management firm); Advisor to the Board, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.); Trustee, The Invesco Funds; Vice Chair, Investment Company Institute; and Member of Executive Board, SMU Cox School of Business

 

Formerly: Chairman and Chief Executive Officer, Invesco Advisers, Inc. (registered investment adviser); Director, Chairman, Chief Executive Officer and President, IVZ Inc. (holding company), INVESCO Group Services, Inc. (service provider) and Invesco North American Holdings, Inc. (holding company); Director, Chief Executive Officer and President, Invesco Holding Company Limited (parent of Invesco 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)

  117   None
Philip A. Taylor2 — 1954 Trustee, President and Principal Executive Officer   2006  

Head of North American Retail and Senior Managing Director, Invesco Ltd.; Director, Co-Chairman, Co-President and Co-Chief Executive Officer, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Director, Chairman, Chief Executive Officer and President, Invesco Management Group, Inc. (formerly known as Invesco Aim Management Group, Inc.) (financial services holding company); Director and President, INVESCO Funds Group, Inc. (registered investment adviser and registered transfer agent); Director and Chairman, Invesco Investment Services, Inc. (formerly known as Invesco Aim Investment Services, Inc.) (registered transfer agent) and IVZ Distributors, Inc. (formerly known as INVESCO Distributors, Inc.) (registered broker dealer); Director, President and Chairman, Invesco Inc. (holding company) and Invesco Canada Holdings Inc. (holding company); Chief Executive Officer, Invesco Corporate Class Inc. (corporate mutual fund company) and Invesco Canada Fund Inc. (corporate mutual fund company); Director, Chairman and Chief Executive Officer, Invesco Canada Ltd. (formerly known as Invesco Trimark Ltd./Invesco Trimark Ltèe) (registered investment adviser and registered transfer agent); Trustee, President and Principal Executive Officer, The Invesco Funds (other than AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust) and Short-Term Investments Trust); Trustee and Executive Vice President, The Invesco Funds (AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust) and Short-Term Investments Trust only); Director, Invesco Investment Advisers LLC (formerly known as Van Kampen Asset Management); Director, Chief Executive Officer and President, Van Kampen Exchange Corp.

 

Formerly: Director and Chairman, Van Kampen Investor Services Inc.: Director, Chief Executive Officer and President, 1371 Preferred Inc. (holding company); and Van Kampen Investments Inc.; Director and President, AIM GP Canada Inc. (general partner for limited partnerships); and Van Kampen Advisors, Inc.; Director and Chief Executive Officer, Invesco Trimark Dealer Inc. (registered broker dealer); Director, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.) (registered broker dealer); Manager, Invesco PowerShares Capital Management LLC; Director, Chief Executive Officer and President, Invesco Advisers, Inc.; Director, Chairman, Chief Executive Officer and President, Invesco Aim Capital Management, Inc.; President, Invesco Trimark Dealer Inc. and Invesco Trimark Ltd./Invesco Trimark Ltèe; Director and President, AIM Trimark Corporate Class Inc. and AIM Trimark Canada Fund Inc.; 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 Invesco Funds (AIM Treasurer’s Series Trust (Invesco 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.

  117   None

Wayne W. Whalen3 — 1939

Trustee

  2010   Of Counsel, and prior to 2010, partner in the law firm of Skadden, Arps, Slate, Meagher & Flom LLP, legal counsel to certain funds in the Fund Complex   130   Director of the Mutual Fund Directors Forum, a nonprofit membership organization for investment directors; Chairman and Director of the Abraham Lincoln Presidential Library Foundation; and Director of the Stevenson Center for Democracy
1  Mr. Flanagan is considered an interested person of the Trust because he is an officer of the adviser to the Trust, and an officer and a director of Invesco Ltd., ultimate parent of the adviser to the Trust.
2  Mr. Taylor is considered an interested person of the Trust because he is an officer and a director of the adviser to, and a director of the principal underwriter of, the Trust.
3  Mr. Whalen is considered an “interested person” (within the meaning of Section 2(a)(19) of the 1940 Act) of certain Funds in the Invesco Fund Complex because he and his firm currently provide legal services as legal counsel to such Funds.

 

T-1                         Invesco Disciplined Equity Fund


Trustees and Officers—(continued)

 

Name, Year of Birth and

Position(s) Held with the Trust

 

Trustee and/

or Officer Since

 

Principal Occupation(s)

During Past 5 Years

 

Number of

Funds in Fund

Complex

Overseen by

Trustee

 

Other Directorship(s)

Held by Trustee During

Past 5 Years

Independent Trustees                

Bruce L. Crockett — 1944

Trustee and Chair

  1993  

Chairman, Crockett Technologies Associates (technology consulting company)

 

Formerly: Director, Captaris (unified messaging provider); Director, President and Chief Executive Officer COMSAT Corporation; and Chairman, Board of Governors of INTELSAT (international communications company)

  117   ACE Limited (insurance company); Investment Company Institute

David C. Arch — 1945

Trustee

  2010  

Chairman and Chief Executive Officer of Blistex Inc., (consumer health care products manufacturer)

 

Formerly: Member of the Heartland Alliance Advisory Board, a nonprofit organization serving human needs based in Chicago

  130   Board member of the Illinois Manufacturers’ Association; Member of the Board of Visitors, Institute for the Humanities, University of Michigan

Frank S. Bayley — 1939

Trustee

  2001  

Retired

 

Formerly: Director, Badgley Funds, Inc. (registered investment company) (2 portfolios) and General Partner and Of Counsel, law firm of Baker & McKenzie, LLP

  117   Director and Chairman, C.D. Stimson Company (a real estate investment company); Trustee and Overseer, The Curtis Institute of Music

James T. Bunch — 1942

Trustee

  2003  

Managing Member, Grumman Hill Group LLC (family office private equity management)

 

Formerly: Founder, Green, Manning & Bunch Ltd. (investment banking firm)(1988-2010); Executive Committee, United States Golf Association; and Director, Policy Studies, Inc. and Van Gilder Insurance Corporation

  117   Chairman, Board of Governors, Western Golf Association; Chairman-elect, Evans Scholars Foundation; and Director, Denver Film Society

Rodney F. Dammeyer — 1940

Trustee

  2010  

Chairman of CAC, LLC, (private company offering capital investment and management advisory services)

 

Formerly: Prior to 2001, Managing Partner at Equity Group Corporate Investments; Prior to 1995, Chief Executive Officer of Itel Corporation (formerly Anixter International); Prior to 1985, experience includes Senior Vice President and Chief Financial Officer of Household International, Inc., Executive Vice President and Chief Financial Officer of Northwest Industries, Inc. and Partner of Arthur Andersen & Co.; From 1987 to 2010, Director/Trustee of investment companies in the Van Kampen Funds complex

  117   Director of Quidel Corporation and Stericycle, Inc.; Prior to May 2008, Trustee of The Scripps Research Institute; Prior to February 2008, Director of Ventana Medical Systems, Inc.

Albert R. Dowden — 1941

Trustee

  2000  

Director of a number of public and private business corporations, including the Boss Group, Ltd. (private investment and management); and Reich & Tang Funds (5 portfolios) (registered investment company)

 

Formerly: Director, Homeowners of America Holding Corporation/Homeowners of America Insurance Company (property casualty company); Director, Continental Energy Services, LLC (oil and gas pipeline service); Director, CompuDyne Corporation (provider of product and services to the public security market) and Director, Annuity and Life Re (Holdings), Ltd. (reinsurance company); Director, President and Chief Executive Officer, Volvo Group North America, Inc.; Senior Vice President, AB Volvo; Director of various public and private corporations; Chairman, DHJ Media, Inc.; Director, Magellan Insurance Company; and Director, The Hertz Corporation, Genmar Corporation (boat manufacturer), National Media Corporation; Advisory Board of Rotary Power International (designer, manufacturer, and seller of rotary power engines); and Chairman, Cortland Trust, Inc. (registered investment company)

  117   Director of Nature’s Sunshine Products, Inc.

Jack M. Fields — 1952

Trustee

  1997  

Chief Executive Officer, Twenty First Century Group, Inc. (government affairs company); Owner and Chief Executive Officer, Dos Angeles Ranch, L.P. (cattle, hunting, corporate entertainment); and Discovery Global Education Fund (non-profit)

 

Formerly: Chief Executive Officer, Texana Timber LP (sustainable forestry company); Director of Cross Timbers Quail Research Ranch (non-profit); and member of the U.S. House of Representatives

  117   Insperity, Inc. (formerly known as Administaff)

Prema Mathai-Davis — 1950

Trustee

  1998  

Retired

 

Formerly: Chief Executive Officer, YWCA of the U.S.A.

  117   None

Larry Soll  — 1942

Trustee

  2003  

Retired

 

Formerly: Chairman, Chief Executive Officer and President, Synergen Corp. (a biotechnology company)

  117   None

Hugo F. Sonnenschein — 1940

Trustee

  2010  

Distinguished Service Professor and President Emeritus of the University of Chicago and the Adam Smith Distinguished Service Professor in the Department of Economics at the University of Chicago

 

Formerly: President of the University of Chicago

  130   Trustee of the University of Rochester and a member of its investment committee. Member of the National Academy of Sciences, the American Philosophical Society and a fellow of the American Academy of Arts and Sciences

 

T-2                         Invesco Disciplined Equity Fund


Trustees and Officers—(continued)

 

Name, Year of Birth and

Position(s) Held with the Trust

 

Trustee and/

or Officer Since

 

Principal Occupation(s)

During Past 5 Years

 

Number of

Funds in Fund

Complex

Overseen by

Trustee

 

Other Directorship(s)

Held by Trustee During

Past 5 Years

Independent Trustees—(continued)

Raymond Stickel, Jr. — 1944

Trustee

  2005  

Retired

 

Formerly: Director, Mainstay VP Series Funds, Inc. (25 portfolios) and Partner, Deloitte & Touche

  117   None
Other Officers                

Russell C. Burk — 1958

Senior Vice President and Senior Officer

  2005   Senior Vice President and Senior Officer, The Invesco Funds   N/A   N/A

John M. Zerr — 1962

Senior Vice President, Chief Legal Officer and Secretary

  2006  

Director, Senior Vice President, Secretary and General Counsel, Invesco Management Group, Inc. (formerly known as Invesco Aim Management Group, Inc.) and Van Kampen Exchange Corp.; Senior Vice President, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Senior Vice President and Secretary, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.); Director, Vice President and Secretary, Invesco Investment Services, Inc. (formerly known as Invesco Aim Investment Services, Inc.) and IVZ Distributors, Inc. (formerly known as INVESCO Distributors, Inc.); Director and Vice President, INVESCO Funds Group, Inc.; Senior Vice President, Chief Legal Officer and Secretary, The Invesco Funds; Manager, Invesco PowerShares Capital Management LLC; Director, Secretary and General Counsel, Invesco Investment Advisers LLC (formerly known as Van Kampen Asset Management); Secretary and General Counsel, Invesco Capital Markets, Inc. (formerly known as Van Kampen Funds Inc.) and Chief Legal Officer, PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Fund Trust II, PowerShares India Exchange-Traded Fund Trust and PowerShares Actively Managed Exchange-Traded Fund Trust

 

Formerly: Director and Vice President, Van Kampen Advisors Inc.; Director, Vice President, Secretary and General Counsel, Van Kampen Investor Services Inc.; Director, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.); Director, Senior Vice President, General Counsel and Secretary, Invesco Aim Advisers, Inc. and Van Kampen Investments Inc.; Director, Vice President and Secretary, Fund Management Company; Director, Senior Vice President, Secretary, General Counsel and Vice President, Invesco Aim Capital Management, Inc.; Chief Operating Officer and General Counsel, Liberty Ridge Capital, Inc. (an investment adviser); Vice President and Secretary, PBHG Funds (an investment company) and 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) and 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)

  N/A   N/A

Karen Dunn Kelley — 1960

Vice President

  2004  

Senior Managing Director, Investments; Director, Co-President, Co-Chief Executive Officer, and Co-Chairman, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Chairman, Invesco Senior Secured Management, Inc.; Senior Vice President, Invesco Management Group, Inc. (formerly known as Invesco Aim Management Group, Inc.); Executive Vice President, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.); Director, Invesco Mortgage Capital Inc., and Invesco Management Company Limited; Director and President, INVESCO Asset Management (Bermuda) Ltd., Vice President, The Invesco Funds (other than AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust) and Short-Term Investments Trust); and President and Principal Executive Officer, The Invesco Funds (AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust) and Short-Term Investments Trust only)

 

Formerly: Director, INVESCO Global Asset Management Limited and INVESCO Management S.A.; Senior Vice President, Van Kampen Investments Inc. and Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Vice President, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.); Director of Cash Management and Senior Vice President, Invesco Advisers, Inc. and Invesco Aim Capital Management, Inc.; President and Principal Executive Officer, Tax-Free Investments Trust; Director and President, Fund Management Company; Chief Cash Management Officer, Director of Cash Management, Senior Vice President, and Managing Director, Invesco Aim Capital Management, Inc.; Director of Cash Management, Senior Vice President, and Vice President, Invesco Advisers, Inc. and The Invesco Funds (AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust), Short-Term Investments Trust and Tax-Free Investments Trust only)

  N/A   N/A

 

T-3                         Invesco Disciplined Equity Fund


Trustees and Officers—(continued)

 

Name, Year of Birth and

Position(s) Held with the Trust

 

Trustee and/

or Officer Since

 

Principal Occupation(s)

During Past 5 Years

 

Number of

Funds in Fund

Complex

Overseen by

Trustee

 

Other Directorship(s)

Held by Trustee During

Past 5 Years

Other Officers—(continued)                

Sheri Morris — 1964

Vice President, Treasurer and Principal Financial Officer

  1999  

Vice President, Treasurer and Principal Financial Officer, The Invesco Funds; Vice President, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); and Vice President, PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Fund Trust II, PowerShares India Exchange-Traded Fund Trust and PowerShares Actively Managed Exchange-Traded Fund Trust

 

Formerly: Vice President, Invesco Aim Advisers, Inc., Invesco Aim Capital Management, Inc. and Invesco Aim Private Asset Management, Inc.; Assistant Vice President and Assistant Treasurer, The Invesco Funds and Assistant Vice President, Invesco Advisers, Inc., Invesco Aim Capital Management, Inc. and Invesco Aim Private Asset Management, Inc.; and Treasurer, PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Fund Trust II, PowerShares India Exchange-Traded Fund Trust and PowerShares Actively Managed Exchange-Traded Fund Trust

  N/A   N/A

Crissie M. Wisdom — 1969

Anti-Money Laundering Compliance Officer

  2013   Anti-Money Laundering Compliance Officer, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser), Invesco Capital Markets, Inc. (formerly known as Van Kampen Funds Inc.), Invesco Distributors, Inc., Invesco Investment Services, Inc., Invesco Management Group, Inc., Van Kampen Exchange Corp., The Invesco Funds, Invesco Funds (Chicago), and PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Fund Trust II, PowerShares India Exchange-Traded Fund Trust, and PowerShares Actively Managed Exchange-Traded Fund Trust; and Fraud Prevention Manager and Controls and Risk Analysis Manager for Invesco Investment Services, Inc.   N/A   N/A

Todd L. Spillane — 1958

Chief Compliance Officer

  2006  

Senior Vice President, Invesco Management Group, Inc. (formerly known as Invesco Aim Management Group, Inc.) and Van Kampen Exchange Corp.; Senior Vice President and Chief Compliance Officer, Invesco Advisers, Inc. (registered investment adviser) (formerly known as Invesco Institutional (N.A.), Inc.); Chief Compliance Officer, The Invesco Funds; Vice President, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.) and Invesco Investment Services, Inc. (formerly known as Invesco Aim Investment Services, Inc.)

 

Formerly: Chief Compliance Officer, Invesco Funds (Chicago); Senior Vice President, Van Kampen Investments Inc.; Senior Vice President and Chief Compliance Officer, Invesco Aim Advisers, Inc. and Invesco Aim Capital Management, Inc.; Chief Compliance Officer, INVESCO Private Capital Investments, Inc. (holding company), Invesco Private Capital, Inc. (registered investment adviser), Invesco Global Asset Management (N.A.), Inc., Invesco Senior Secured Management, Inc. (registered investment adviser), Van Kampen Investor Services Inc., PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Fund Trust II, PowerShares India Exchange-Traded Fund Trust and PowerShares Actively Managed Exchange-Traded Fund Trust; and Vice President, Invesco Aim Capital Management, Inc. and Fund Management Company

  N/A   N/A

The Statement of Additional Information of the Trust includes additional information about the Fund’s Trustees and is available upon request, without charge, by calling 1.800.959.4246. Please refer to the Fund’s prospectus for information on the Fund’s sub-advisers.

 

Office of the Fund

11 Greenway Plaza, Suite 1000

Houston, TX 77046-1173

 

Investment Adviser

Invesco Advisers, Inc.

1555 Peachtree Street, N.E.

Atlanta, GA 30309

 

Distributor

Invesco Distributors, Inc.

11 Greenway Plaza, Suite 1000

Houston, TX 77046-1173

 

Auditors

PricewaterhouseCoopers LLP

1201 Louisiana Street, Suite 2900

Houston, TX 77002-5678

     

Counsel to the Fund

Stradley Ronon Stevens & Young, LLP

2005 Market Street, Suite 2600

Philadelphia, PA 19103-7018

 

Counsel to the Independent Trustees

Goodwin Procter LLP

901 New York Avenue, N.W.

Washington, D.C. 20001

 

Transfer Agent

Invesco Investment Services, Inc.

11 Greenway Plaza, Suite 1000

Houston, TX 77046-1173

 

Custodian

State Street Bank and Trust Company

225 Franklin Street

Boston, MA 02110-2801

 

T-4                         Invesco Disciplined Equity Fund


LOGO

 

 

Invesco mailing information

Send general correspondence to Invesco Investment Services, Inc., P.O. Box 219078, Kansas City, MO 64121-9078.

 

 

Invesco privacy policy

You share personal and financial information with us that is necessary for your transactions and your account records. We take very seriously the obligation to keep that information confidential and private.

    Invesco collects nonpublic personal information about you from account applications or other forms you complete and from your transactions with us or our affiliates. We do not disclose information about you or our former customers to service providers or other third parties except to the extent necessary to service your account and in other limited circumstances as permitted by law. For example, we use this information to facilitate the delivery of transaction confirmations, financial reports, prospectuses and tax forms.

    Even within Invesco, only people involved in the servicing of your accounts and compliance monitoring have access to your information. To ensure the highest level of confidentiality and security, Invesco maintains physical, electronic and procedural safeguards that meet or exceed federal standards. Special measures, such as data encryption and authentication, apply to your communications with us on our website. More detail is available to you at invesco.com/privacy.

 

 

Important notice regarding delivery of security holder documents

To reduce Fund expenses, only one copy of most shareholder documents may be mailed to shareholders with multiple accounts at the same address (Householding). Mailing of your shareholder documents may be householded indefinitely unless you instruct us otherwise. If you do not want the mailing of these documents to be combined with those for other members of your household, please contact Invesco Investment Services, Inc. at 800 959 4246 or contact your financial institution. We will begin sending you individual copies for each account within 30 days after receiving your request.

 

 

Fund holdings and proxy voting information

The Fund provides a complete list of its holdings four times in each fiscal year, at the quarter ends. For the second and fourth quarters, the lists appear in the Fund’s semiannual and annual reports to shareholders. For the first and third quarters, the Fund files the lists with the Securities and Exchange Commission (SEC) on Form N-Q. The most recent list of portfolio holdings is available at invesco.com/completeqtrholdings. Shareholders can also look up the Fund’s Forms N-Q on the SEC website at sec.gov. Copies of the Fund’s Forms N-Q may be reviewed and copied at the SEC Public Reference Room in Washington, D.C. You can obtain information on the operation of the Public Reference Room, including information about duplicating fee charges, by calling 202 551 8090 or 800 732 0330, or by electronic request at the following email address: publicinfo@sec.gov. The SEC file numbers for the Fund are shown below.

    A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available without charge, upon request, from our Client Services department at 800 959 4246 or at invesco.com/proxyguidelines. The information is also available on the SEC website, sec.gov.

    Information regarding how the Fund voted proxies related to its portfolio securities during the most recent 12-month period ended June 30 is available at invesco.com/proxysearch. The information is also available on the SEC website, sec.gov.

  LOGO
    Invesco Advisers, Inc. is an investment adviser; it provides investment advisory services to individual and institutional clients and does not sell securities. Invesco Distributors, Inc. is the US distributor for Invesco Ltd.’s retail mutual funds, exchange-traded funds and institutional money market funds. Both are wholly owned, indirect subsidiaries of Invesco Ltd.  
SEC file numbers: 811-01424 and 002-25469             DEQ-AR-1                     Invesco Distributors, Inc.  


 

 

LOGO  

Annual Report to Shareholders

 

  October 31, 2013
 

 

 

Invesco Diversified Dividend Fund

 

  Nasdaq:
  A: LCEAX  n  B: LCEDX  n  C: LCEVX  n  R: DDFRX  n  Y: LCEYX
  Investor: LCEIX  n  R5: DDFIX  n  R6: LCEFX

 

LOGO


 

Letters to Shareholders

 

 

LOGO

       Philip Taylor

   

Dear Shareholders:

Enclosed in this annual report, you’ll find information about your Fund and the factors that affected its performance during the reporting period. Inside, you’ll also find a discussion from your portfolio managers about how they managed your Fund, as well as performance data for your Fund, a complete list of your Fund’s investments as of the close of the reporting period and other important information. I hope you find this report of interest.

During the reporting period covered by this report, major US equity indexes made multiyear or even all-time highs.1 Economic data were generally positive; housing and consumer spending data were particularly encouraging. Nonetheless, economic uncertainty and concern about continuing political and budget gridlock in Washington persisted. The US Federal Reserve’s deliberate vagueness about when, and to what degree, it might begin to curtail its extraordinarily

accommodative monetary policies affected fixed income and equity markets alike. Most developed, non-US stock markets remained positive for the first half of 2013, despite a difficult second quarter.

Periods of market volatility and economic uncertainty can weaken the will of even the most resolute investor. That’s why Invesco believes it’s often helpful to work with a skilled and trusted financial adviser who can emphasize the importance of adhering to an investment plan designed to achieve long-term goals rather than being sidetracked by short-term uncertainty that can result in inaction. A financial adviser who is familiar with your individual financial situation, investment goals and risk tolerance can be an invaluable partner as you work toward your financial goals. He or she can provide insight and perspective when markets are volatile; encouragement and reassurance when times are uncertain; and advice and guidance when your financial situation or investment goals change.

Our website, invesco.com/us, is another source of timely insight and information for investors. On the website, you’ll find fund-specific as well as more general information from many of Invesco’s investment professionals. You’ll find in-depth articles, video clips and audio commentaries – and, of course, you also can access information about your Invesco account whenever it’s convenient for you.

What we mean by Intentional Investing

At Invesco, all of our people and all of our resources are dedicated to helping investors achieve their financial objectives. It’s a philosophy we call Intentional Investing, and it guides the way we:

  n   Manage investments – Our dedicated investment professionals search the world for the best opportunities, and each investment team follows a clear, disciplined process to build portfolios and mitigate risk.
  n   Provide choices – We offer multiple investment strategies, allowing you and your financial adviser to build a portfolio that’s purpose-built for your needs.
  n   Connect with you – We’re committed to giving you the expert insights you need to make informed investing decisions, and we are well-equipped to provide high-quality support for investors and advisers.

At Invesco, we believe in putting investors first. That’s why investment management is all we do. Our sole focus on managing your money allows you and your financial adviser to build a portfolio of Invesco funds appropriate for your investment needs and goals today and when your circumstances change.

Have questions?

For questions about your account, feel free to contact an Invesco client services representative at 800 959 4246. For Invesco-related questions or comments, please email me directly at phil@invesco.com.

All of us at Invesco look forward to serving your investment management needs for many years to come. Thank you for investing with us.

Sincerely,

 

LOGO

Philip Taylor

Senior Managing Director, Invesco Ltd.

1  Source: Reuters

 

2                         Invesco Diversified Dividend Fund


 

 

LOGO

     Bruce Crockett

   

Dear Fellow Shareholders:

The Invesco Funds Board has worked on a variety of issues over the last several months, and I’d like to take this opportunity to discuss two that affect you and our fellow fund shareholders.

The first issue on which your Board has been working is our annual review of the funds’ advisory and sub-advisory contracts with Invesco Advisers and its affiliates. This annual review, which is required by the Investment Company Act of 1940, focuses on the nature and quality of the services Invesco provides as adviser to the Invesco Funds and the reasonableness of the fees that it charges for those services. Each year, we spend months reviewing detailed information that we request from Invesco that allows us to evaluate its services and fees. We also use information from many independent sources, including materials provided by the independent Senior Officer of the Invesco Funds, who reports directly to the independent

Trustees on the Board. Additionally, we meet with independent legal counsel and review performance and fee data prepared by Lipper Inc., an independent, third-party firm widely recognized as a leader in its field.

I’m pleased to report that the Board determined in June that renewing the investment advisory agreement and the sub-advisory contracts with Invesco Advisers and its affiliates would serve the best interests of each fund and its shareholders.

The second area of focus to highlight is the Board’s efforts to ensure that we provide a lineup of funds that allow financial advisers to build portfolios that meet shareholders’ changing financial needs and goals. Today, more and more investors are reaching, or approaching, retirement. But interest rates remain low, making it difficult for many investors to generate the income they need, or will soon need, in their retirement years.

The members of your Board think about these things, too, and we’ve worked with Invesco Advisers to provide more income-generating options in the Invesco Funds lineup to help shareholders potentially meet their income needs. Your Board recently approved changes to three existing equity mutual funds, increasing their focus on generating income while also seeking to provide long-term growth of capital.

As a result of these changes, the funds and their respective management teams now have more flexibility to invest in the types of securities that could meet investors’ growing need for income generation, and in some cases, also help investors diversify their sources of income. These equity funds complement an array of fixed-income, asset allocation and alternative investment options in the Invesco Funds lineup designed to accommodate a variety of risk tolerances.

Be assured that your Board will continue working on behalf of fund shareholders, keeping your needs and interests uppermost in our minds.

As always, please contact me at bruce@brucecrockett.com with any questions or concerns you may have. On behalf of the Board, we look forward to continuing to represent your interests and serving your needs.

Sincerely,

 

LOGO

Bruce L. Crockett

Independent Chair

Invesco Funds Board of Trustees

 

3                         Invesco Diversified Dividend Fund


 

Management’s Discussion of Fund Performance

 

 

Performance summary

For the fiscal year ended October 31, 2013, Invesco Diversified Dividend Fund, at net asset value (NAV), delivered positive returns but slightly lagged its broad market and style-specific indexes. The Fund’s returns were largely driven by strength in financial, consumer staples and industrial stocks. All sectors of the Fund posted gains, but results were tempered by the Fund’s investments in the utilities sector, which delivered positive returns but trailed the Russell 1000 Value Index during the fiscal year.

    Your Fund’s long-term performance appears later in this report.

 

 

Fund vs. Indexes

Total returns, 10/31/12 to 10/31/13, at net asset value (NAV). Performance shown does not include applicable contingent deferred sales charges (CDSC) or front-end sales charges, which would have reduced performance.

 

Class A Shares       26.07 %
Class B Shares       25.08  
Class C Shares       25.19  
Class R Shares       25.77  
Class Y Shares       26.35  
Investor Class Shares       26.11  
Class R5 Shares       26.47  
Class R6 Shares       26.56  
S&P 500 Index (Broad Market Index)       27.18  
Russell 1000 Value Indexn (Style-Specific Index)       28.29  
Lipper Large-Cap Value Funds Indext (Peer Group Index)       28.82  
Source(s): Invesco, S&P-Dow Jones via FactSet Research Systems Inc.;
  nInvesco, Russell via FactSet Research Systems Inc.; tLipper Inc.

 

 

How we invest

Our total return approach emphasizes long-term capital appreciation, current income and capital preservation. The Fund may serve as a foundation within a well-diversified asset allocation strategy, complementing more aggressive and cyclical investments.

    We seek companies that we believe have normalized earnings power greater than that implied by their current market valuation and that return capital to shareholders via dividends and share repurchases. All stocks in the portfolio pay dividends, and the Fund pays a quarterly dividend to shareholders. We manage risk utilizing a valuation framework, careful stock selection and a rigorous buy-and-sell discipline.

    We look for dividend-paying companies with strong profitability, solid balance sheets and capital allocation policies that support sustained or increasing dividends and share repurchases. We perform extensive fundamental research, incorporating both financial statement analysis and an assessment of the potential reward relative to the downside risk to determine a fair valuation over our two- to three-year investment horizon for each stock. We believe our process may provide a valuable combination of dividend income, price appreciation and capital preservation.

    We maintain a rigorous sell discipline and consider selling or trimming a stock when it no longer meets our investment criteria, including when:

 
n   A stock reaches its fair valuation (target price).
n   A company’s fundamental business prospects deteriorate.
n   A more attractive investment opportunity presents itself.

 

 

Market conditions and your Fund

During the fiscal year ended October 31, 2013, major US stock market indexes rose to multiyear highs.1 Corporate earnings were resilient in the face of modest economic growth, driven by strong profit-ability across many sectors. Overall, fundamentals for corporations and consumers remained stable during the reporting period following a significant recovery in prior years.

    The Fund’s investments within the consumer staples and financials sectors contributed the most to results during the fiscal year. Consumer staples holding Walgreen had the largest positive impact on the Fund. The company’s revenues benefited from higher volumes from its preferred relationships with the largest Medicare Part D providers, its win back of Express Scripts (not a Fund holding) customers and its growing loyalty card membership. Profit margins also improved due to increased sales of generic drugs, tight expense control and better-than-expected first-year synergies from its acquisition of Alliance Boots.

    Within the financials sector, Charles Schwab was the largest contributor to Fund performance. The company reported an increase in total revenues and positive trends in client asset levels and flows. We believe the normalization of short-term interest rates and efforts to control costs should support continued profit growth for the company.

    While the utilities sector made a positive contribution to absolute returns, select holdings within the sector detracted from relative Fund performance. Exelon was the largest detractor

 

Portfolio Composition

         
By sector    
Consumer Staples       22.3 %
Financials       17.7  
Utilities       11.4  
Consumer Discretionary       11.0  
Industrials       9.2  
Health Care       6.5  
Energy       5.3  
Information Technology       4.2  
Telecommunication Services       2.6  
Materials       1.3  
Money Market Funds    
Plus Other Assets Less Liabilities       8.5   
Top 10 Equity Holdings*

    

 

   
  1. General Mills, Inc.       2.8 %
  2. Heineken N.V.       2.5  
  3. Walgreen Co.       2.1  
  4. Kimberly-Clark Corp.       2.0  
  5. Raytheon Co.       2.0  
  6. SunTrust Banks, Inc.       2.0  
  7. Zions Bancorp.       1.9  
  8. Kraft Foods Group, Inc.       1.8  
  9. Sysco Corp.       1.8  
10. AT&T Inc.       1.7  
Total Net Assets       $8.5 billion  
Total Number of Holdings*       77  

The Fund’s holdings are subject to change, and there is no assurance that the Fund will continue to hold any particular security.

*Excluding money market fund holdings.

 

 

4                Invesco Diversified Dividend Fund


from Fund performance during the fiscal year. In order to strengthen its balance sheet during a period of continued weak power and commodity markets, Exelon cut and deferred long-term capital investment projects and reduced its dividend. We added to our investment during the reporting period as we believe the company is attractively valued. Exelon continues to leverage synergies from its 2012 purchase of Constellation Energy Group and is positioned to benefit from a tightening power supply as more stringent environmental regulations take effect. Entergy was also among the largest detractors from Fund performance. The company faced regulatory uncertainty related to the potential spin-off and merger of its transmission assets with ITC Holdings (not owned by the Fund).

    Our strategy focuses on three key elements over a full market cycle – capital appreciation, current income and capital preservation. While we’re still finding attractive “appreciation” investments, in our view, they were more plentiful in prior years. Today, we are very mindful of income and preservation and are diligently focusing on the risk-reward profile of our investments. We want to avoid overpaying for cyclically peak earnings and/or margins at this point in the profit cycle.

    In the consumer staples sector, we opportunistically added to several existing holdings during the fiscal year. We have numerous positions in this sector, each with company-specific considerations that could lead to improving fundamentals. Overall, we believe their margins are sustainable, valuations are reasonable and dividend growth is a focus of the management teams at these companies.

    We also actively invested in the energy sector during the reporting period, though at the close of the fiscal year the Fund remained underweight in this sector versus its broad market index. The energy sector has represented a small portion of the portfolio for many years as we were concerned that increased capital expenditures and rising input costs would weigh on profitability. This risk became more apparent during the fiscal year, and the energy sector lagged the overall market. We believe valuations are more attractive and fundamentals should improve as margins are near historical troughs and steps are being taken to address overcapacity in the sector.

    The financials sector remained a large weighting in the portfolio. Many of our investments did well during the reporting period as capital ratios improved, the credit cycle continued to mature, and loan growth, particularly commercial and industrial, was positive. We modestly reduced our exposure to the financials sector on this strength.

    We believe the economy will remain in recovery mode, though without significant acceleration from here. Overall, it’s important to recognize the progress companies have made in recent years, driving earnings and major market averages to new highs. Consumers have also made substantial progress with respect to repairing their balance sheets. Over the last four years, we have seen consumers pay down debt and benefit from rising home prices and record-low mortgage rates.2 Income growth has not been as robust, but unemployment trends have continued to improve. Going forward, we believe attractive investments still exist, but the opportunity set is narrower and the risks of missteps are higher as market valuation multiples have broadly expanded and earnings expectations have risen. We remain focused on our total return strategy that emphasizes capital appreciation, current income and capital preservation over a full market cycle. We believe this approach has served our investors well.

    We have managed for the Fund for more than 10 years. We are grateful for the opportunity to help investors achieve their financial goals and we thank you for your investment in Invesco Diversified Dividend Fund.

 

1 Source: Reuters
2 Source: FactSet Research Systems Inc.

The views and opinions expressed in management’s discussion of Fund performance are those of Invesco Advisers, Inc. These views and opinions are subject to change at any time based on factors such as market and economic conditions. These views and opinions may not be relied upon as investment advice or recommendations, or as an offer for a particular security. The information is not a complete analysis of every aspect of any market, country, industry, security or the Fund. Statements of fact are from sources considered reliable, but Invesco Advisers, Inc. makes no representation or warranty as to their completeness or accuracy. Although historical performance is no guarantee of future results, these insights may help you understand our investment management philosophy.

See important Fund and, if applicable, index disclosures later in this report.

LOGO  

Meggan Walsh

Chartered Financial Analyst, portfolio manager, is lead manager of Invesco Diversified Dividend

Fund. She joined Invesco in 1991. Ms. Walsh earned a BS in finance from the University of Maryland and an MBA from Loyola University Maryland.

 

LOGO  

Jonathan Harrington

Chartered Financial Analyst, portfolio manager, is manager of Invesco Diversified Dividend Fund. He

joined Invesco in 2001. Mr. Harrington earned a BA in history and philosophy from Dartmouth College and an MBA from Kellogg School of Management, North-western University.

 

 

 

5                Invesco Diversified Dividend Fund


 

Your Fund’s Long-Term Performance

 

 

 

Results of a $10,000 Investment – Oldest Share Class(es)

Fund and index data from 10/31/03

 

LOGO

 

Past performance cannot guarantee comparable future results.

    The data shown in the chart include reinvested distributions, applicable sales charges and Fund expenses including management fees. Results for Class B shares are calculated as if a hypothetical

shareholder had liquidated his entire investment in the Fund at the close of the reporting period and paid the contingent deferred sales charges, if applicable. Index results include reinvested dividends, but they do not reflect sales charges. Performance of the peer group,

if applicable, reflects fund expenses and management fees; performance of a market index does not. Performance shown in the chart and table(s) does not reflect deduction of taxes a shareholder would pay on Fund distributions or sale of Fund shares.

 

 

 

continued from page 8

 

Other information

n   The returns shown in management’s discussion of Fund performance are based on net asset values calculated for shareholder transactions. Generally accepted accounting principles require adjustments to be made to the net assets of the Fund at period end for financial reporting purposes, and as such, the net asset values for shareholder transactions and the returns based on those net asset values may differ from the net asset values and returns reported in the Financial Highlights.
n   Industry classifications used in this report are generally according to the Global Industry Classification Standard, which was developed by and is the exclusive property and a service mark of MSCI Inc. and Standard & Poor’s.

 

 

 

6                         Invesco Diversified Dividend Fund


Average Annual Total Returns
As of 10/31/13, including maximum applicable sales charges    
Class A Shares          
Inception (12/31/01)       6.92 %
10 Years       7.91  
  5 Years       13.33  
  1 Year       19.12  
Class B Shares          
Inception (12/31/01)       6.95 %
10 Years       7.93  
  5 Years       13.51  
  1 Year       20.08  
Class C Shares          
Inception (12/31/01)       6.68 %
10 Years       7.77  
  5 Years       13.76  
  1 Year       24.19  
Class R Shares          
10 Years       8.31 %
  5 Years       14.38  
  1 Year       25.77  
Class Y Shares          
10 Years       8.67 %
  5 Years       14.93  
  1 Year       26.35  
Investor Class Shares          
10 Years       8.59 %
  5 Years       14.70  
  1 Year       26.11  
Class R5 Shares          
10 Years       8.83 %
  5 Years       15.03  
  1 Year       26.47  
Class R6 Shares          
10 Years       8.57 %
  5 Years       14.71  
  1 Year       26.56  
Average Annual Total Returns
As of 9/30/13, the most recent calendar quarter end, including maximum applicable sales charges    
Class A Shares          
Inception (12/31/01)       6.56 %
10 Years       8.00  
  5 Years       8.37  
  1 Year       14.50  
Class B Shares          
Inception (12/31/01)       6.59 %
10 Years       8.01  
  5 Years       8.51  
  1 Year       15.26  
Class C Shares          
Inception (12/31/01)       6.33 %
10 Years       7.86  
  5 Years       8.81  
  1 Year       19.20  
Class R Shares          
10 Years       8.40 %
  5 Years       9.39  
  1 Year       20.85  
Class Y Shares          
10 Years       8.76 %
  5 Years       9.91  
  1 Year       21.49  
Investor Class Shares          
10 Years       8.67 %
  5 Years       9.68  
  1 Year       21.16  
Class R5 Shares          
10 Years       8.92 %
  5 Years       10.02  
  1 Year       21.51  
Class R6 Shares          
10 Years       8.65 %
  5 Years       9.70  
  1 Year       21.59  
 

 

Class R shares incepted on October 25, 2005. Performance shown prior to that date is that of Class A shares, restated to reflect the higher 12b-1 fees applicable to Class R shares. Class A share performance reflects any applicable fee waivers or expense reimbursements.

    Class Y shares incepted on October 3, 2008. Performance shown prior to that date is that of Class A shares and includes the 12b-1 fees applicable to Class A shares. Class A share performance reflects any applicable fee waivers or expense reimbursements.

    Investor Class shares incepted on July 15, 2005. Performance shown

prior to that date is that of Class A shares and includes the 12b-1 fees applicable to Class A shares. Class A share performance reflects any applicable fee waivers or expense reimbursements.

    Class R5 shares incepted on October 25, 2005. Performance shown prior to that date is that of Class A shares and includes the 12b-1 fees applicable to Class A shares. Class A share performance reflects any applicable fee waivers or expense reimbursements.

    Class R6 shares incepted on September 24, 2012. Performance shown prior to that date is that of Class

 

A shares and includes the
12b-1 fees applicable to Class A shares. Class A share performance reflects any applicable fee waivers or expense reimbursements.

    The performance data quoted represent past performance and cannot guarantee comparable future results; current performance may be lower or higher. Please visit invesco.com/performance for the most recent month-end performance. Performance figures reflect reinvested distributions, changes in net asset value and the effect of the maximum sales charge unless otherwise stated. Investment return and principal value will fluctuate so that you may have a gain or loss when you sell shares.

    The total annual Fund operating expense ratio set forth in the most recent Fund prospectus as of the date of this report for Class A, Class B, Class C, Class R, Class Y, Investor Class, Class R5 and Class R6 shares was 0.92%, 1.67%, 1.67%, 1.17%, 0.67%, 0.91%, 0.57% and 0.51%, respectively. The expense ratios presented above may vary from the expense ratios presented in other sections of this report that are based on expenses incurred during the period covered by this report.

    Class A share performance reflects the maximum 5.50% sales charge, and Class B and Class C share performance reflects the applicable contingent deferred sales charge (CDSC) for the period involved. The CDSC on Class B shares declines from 5% beginning at the time of purchase to 0% at the beginning of the seventh year. The CDSC on Class C shares is 1% for the first year after purchase. Class R, Class Y, Investor Class, Class R5 and Class R6 shares do not have a front-end sales charge or a CDSC; therefore, performance is at net asset value.

    The performance of the Fund’s share classes will differ primarily due to different sales charge structures and class expenses.

    Had the adviser not waived fees and/ or reimbursed expenses in the past, performance would have been lower.

 

 

7                Invesco Diversified Dividend Fund


 

Invesco Diversified Dividend Fund’s investment objective is long-term growth of capital and, secondarily, current income.

n   Unless otherwise stated, information presented in this report is as of October 31, 2013, and is based on total net assets.
n   Unless otherwise noted, all data provided by Invesco.
n   To access your Fund’s reports/prospectus, visit invesco.com/fundreports.

 

 

About share classes

n   Class B shares may not be purchased for new or additional investments. Please see the prospectus for more information.
n   Class R shares are generally available only to employer sponsored retirement and benefit plans. Please see the prospectus for more information.
n   Class Y shares are available only to certain investors. Please see the prospectus for more information.
n   Investor Class shares are closed to new investors. Contact your financial adviser about purchasing our other share classes. Please see the prospectus for more information.
n   Class R5 shares and Class R6 shares are primarily intended for employer sponsored retirement and benefit plans that meet certain standards and for institutional investors. On September 24 2012, Institutional Class shares were renamed Class R5 shares. Please see the prospectus for more information.

 

 

Principal risks of investing in the Fund

n   Call risk. If interest rates fall, it is possible that issuers of debt securities with high interest rates will prepay or call their securities before their maturity dates. In this event, the proceeds from the called securities would likely be reinvested by the Fund in securities bearing the new, lower interest rates, resulting in a possible decline in the Fund’s income and distributions to shareholders.
n   Credit risk. The issuer of instruments in which the Fund invests may be unable to meet interest and/or principal payments, thereby causing its instruments to decrease in value and lowering the issuer’s credit rating.
n   Foreign securities risk. The Fund’s foreign investments may be affected by changes in a foreign country’s
 

exchange rates, political and social instability, changes in economic or taxation policies, difficulties when enforcing obligations, decreased liquidity, and increased volatility. Foreign companies may be subject to less regulation resulting in less publicly available information about the companies.

n   Interest rate risk. Interest rate risk refers to the risk that bond prices generally fall as interest rates rise; conversely, bond prices generally rise as interest rates fall. Specific bonds differ in their sensitivity to changes in interest rates depending on their individual characteristics, including duration.
n   Large investor risk. The Fund may accept investments from funds of funds, as well as from similar investment vehicles, such as 529 Plans. From time to time, the Fund may experience large investments or redemptions due to allocations or rebalancings by these funds of funds and/or similar investment vehicles. While it is impossible to predict the overall impact of these transactions over time, there could be adverse effects on portfolio management. For example, the Fund may be required to sell securities or invest cash at times when it would not otherwise do so. These transactions could also have tax consequences if sales of securities result in gains, and could also increase transaction costs or portfolio turnover.
n   Management risk. The investment techniques and risk analysis used by the Fund’s portfolio managers may not produce the desired results.
n   Market risk. The prices of and the income generated by the Fund’s securities may decline in response to, among other things, investor sentiment, general economic and market conditions, regional or global instability, and currency and interest rate fluctuations.
n   Value investing style risk. The Fund emphasizes a value style of investing, which focuses on undervalued companies with characteristics for improved valuations. This style of investing is subject to the risk that the valuations never improve or that the returns on value equity securities are less than returns on other styles of investing or the overall stock market. Value stocks also may decline in price, even though in theory they are already underpriced.

 

 

About indexes used in this report

n   The S&P 500® Index is an unmanaged index considered representative of the US stock market.
n   The Russell 1000® Value Index is an unmanaged index considered representative of large-cap value stocks. The Russell 1000 Value Index is a trademark/service mark of the Frank Russell Co. Russell® is a trademark of the Frank Russell Co.
n   The Lipper Large-Cap Value Funds Index is an unmanaged index considered representative of large-cap value funds tracked by Lipper.
n   The Fund is not managed to track the performance of any particular index, including the index(es) described here, and consequently, the performance of the Fund may deviate significantly from the performance of the index(es).
n   A direct investment cannot be made in an index. Unless otherwise indicated, index results include reinvested dividends, and they do not reflect sales charges. Performance of the peer group, if applicable, reflects fund expenses; performance of a market index does not.

continued on page 6

 

 

This report must be accompanied or preceded by a currently effective Fund prospectus, which contains more complete information, including sales charges and expenses. Investors should read it carefully before investing.

 

 

NOT FDIC INSURED  |  MAY LOSE VALUE  |  NO BANK GUARANTEE

Fund Nasdaq Symbols     

Class A Shares

      LCEAX  

Class B Shares

      LCEDX  

Class C Shares

      LCEVX  

Class R Shares

      DDFRX  

Class Y Shares

      LCEYX  

Investor Class Shares

      LCEIX  

Class R5 Shares

      DDFIX  

Class R6 Shares

      LCEFX  
 

 

8                         Invesco Diversified Dividend Fund


Schedule of Investments(a)

October 31, 2013

 

 

     Shares      Value  

Common Stocks & Other Equity Interests–91.51%

  

Aerospace & Defense–3.66%   

General Dynamics Corp.

    1,626,193       $ 140,877,100   

Raytheon Co.

    2,049,596         168,825,222   
               309,702,322   
Air Freight & Logistics–1.26%   

United Parcel Service, Inc.–Class B

    1,083,637         106,456,499   
Apparel Retail–1.00%   

Guess?, Inc.

    1,350,091         42,190,344   

TJX Cos., Inc. (The)

    696,815         42,359,384   
               84,549,728   
Apparel, Accessories & Luxury Goods–1.71%   

Coach, Inc.

    1,829,311         92,709,482   

Columbia Sportswear Co.

    771,530         51,592,211   
               144,301,693   
Asset Management & Custody Banks–2.42%   

Federated Investors, Inc.–Class B

    3,873,645         105,053,253   

Legg Mason, Inc.

    2,601,209         100,068,510   
               205,121,763   
Auto Parts & Equipment–1.28%   

Johnson Controls, Inc.

    2,343,222         108,139,695   
Brewers–2.49%   

Heineken N.V. (Netherlands)

    3,051,946         210,910,619   
Building Products–1.25%   

Masco Corp.

    5,019,969         106,071,945   
Data Processing & Outsourced Services–1.26%   

Automatic Data Processing, Inc.

    1,417,936         106,302,662   
Distillers & Vintners–0.20%   

Treasury Wine Estates Ltd. (Australia)

    3,801,623         16,888,482   
Drug Retail–2.07%   

Walgreen Co.

    2,960,081         175,355,198   
Electric Utilities–7.30%   

American Electric Power Co., Inc.

    2,283,990         106,982,092   

Duke Energy Corp.

    1,709,491         122,621,789   

Entergy Corp.

    877,200         56,772,384   

Exelon Corp.

    4,712,238         134,487,272   

Pepco Holdings, Inc.

    5,145,192         99,199,302   

PPL Corp.

    3,199,041         97,986,626   
               618,049,465   
Food Distributors–1.79%   

Sysco Corp.

    4,680,199         151,357,636   
Gas Utilities–1.06%   

AGL Resources Inc.

    1,865,411         89,278,571   
     Shares      Value  
General Merchandise Stores–1.48%   

Target Corp.

    1,931,001       $ 125,109,555   
Health Care Equipment–2.28%   

Medtronic, Inc.

    1,127,700         64,729,980   

Stryker Corp.

    1,739,067         128,447,489   
               193,177,469   
Heavy Electrical Equipment–0.95%   

ABB Ltd. (Switzerland)

    3,157,923         80,422,765   
Hotels, Resorts & Cruise Lines–1.79%   

Accor S.A. (France)

    1,808,456         81,063,073   

Marriott International Inc.–Class A

    1,563,472         70,481,318   
               151,544,391   
Household Products–3.72%   

Kimberly–Clark Corp.

    1,577,067         170,323,236   

Procter & Gamble Co. (The)

    1,783,969         144,055,497   
               314,378,733   
Housewares & Specialties–1.51%   

Newell Rubbermaid Inc.

    4,311,002         127,734,989   
Industrial Machinery–1.29%   

Pentair Ltd.

    1,632,010         109,491,551   
Integrated Oil & Gas–2.76%   

Royal Dutch Shell PLC–Class B (United Kingdom)

    3,512,846         121,398,752   

Total S.A. (France)

    1,829,745         112,220,618   
               233,619,370   
Integrated Telecommunication Services–2.64%   

AT&T Inc.

    4,003,302         144,919,532   

Deutsche Telekom AG (Germany)

    4,960,125         78,118,596   
               223,038,128   
Investment Banking & Brokerage–1.59%   

Charles Schwab Corp. (The)

    5,948,234         134,727,500   
Life & Health Insurance–3.18%   

Lincoln National Corp.

    2,366,074         107,443,420   

Prudential Financial, Inc.

    673,256         54,796,306   

StanCorp Financial Group, Inc.

    1,812,970         106,783,933   
               269,023,659   
Motorcycle Manufacturers–0.64%   

Harley–Davidson, Inc.

    847,738         54,289,142   
Movies & Entertainment–1.14%   

Time Warner Inc.

    1,403,886         96,503,124   
Multi-Utilities–2.99%   

Consolidated Edison, Inc.

    1,688,960         98,331,251   

Dominion Resources, Inc.

    968,048         61,713,060   
 

 

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

 

9                         Invesco Diversified Dividend Fund


     Shares      Value  
Multi-Utilities–(continued)   

Sempra Energy

    1,020,247       $ 92,985,312   
               253,029,623   
Oil & Gas Drilling–1.13%   

Nabors Industries Ltd.

    5,463,638         95,504,392   
Oil & Gas Equipment & Services–1.41%   

Baker Hughes Inc.

    2,057,314         119,509,370   
Packaged Foods & Meats–8.21%   

Campbell Soup Co.

    3,395,196         144,533,494   

General Mills, Inc.

    4,750,764         239,533,521   

Kraft Foods Group, Inc.

    2,800,617         152,297,552   

Mead Johnson Nutrition Co.

    669,296         54,654,711   

Mondelez International Inc.–Class A

    3,091,600         104,001,424   
               695,020,702   
Paper Packaging–1.37%   

Avery Dennison Corp.

    1,326,260         62,493,371   

Sonoco Products Co.

    1,315,655         53,468,219   
               115,961,590   
Paper Products–0.64%   

International Paper Co.

    1,210,852         54,016,108   
Personal Products–0.77%   

L’Oreal S.A. (France)

    378,474         64,822,701   
Pharmaceuticals–4.19%   

Bristol-Myers Squibb Co.

    951,400         49,967,528   

Eli Lilly & Co.

    2,396,555         119,396,370   

Johnson & Johnson

    1,480,954         137,151,150   

Novartis AG (Switzerland)

    617,410         47,857,357   
               354,372,405   
Property & Casualty Insurance–0.89%   

Travelers Cos., Inc. (The)

    872,868         75,328,508   
Regional Banks–7.80%   

Cullen/Frost Bankers, Inc.

    619,530         43,856,529   

Fifth Third Bancorp

    4,565,853         86,888,183   

KeyCorp

    9,716,878         121,752,481   
     Shares      Value  
Regional Banks–(continued)   

M&T Bank Corp.

    713,665       $ 80,308,722   

SunTrust Banks, Inc.

    4,968,075         167,126,043   

Zions Bancorp.

    5,655,887         160,457,514   
               660,389,472   
Restaurants–0.49%   

Brinker International, Inc.

    940,339         41,769,858   
Semiconductors–2.34%   

Linear Technology Corp.

    2,204,731         90,702,633   

Texas Instruments Inc.

    2,542,934         107,006,663   
               197,709,296   
Soft Drinks–1.27%   

Coca–Cola Co. (The)

    2,718,040         107,552,843   
Specialized REIT’s–0.45%   

Weyerhaeuser Co.

    1,249,408         37,982,003   
Systems Software–0.65%   

Microsoft Corp.

    1,544,867         54,611,048   
Thrifts & Mortgage Finance–1.39%   

Hudson City Bancorp, Inc.

    13,122,087         117,836,341   
Tobacco–1.80%   

Altria Group, Inc.

    2,321,086         86,414,032   

Philip Morris International Inc.

    740,706         66,011,719   
               152,425,751   

Total Common Stocks & Other Equity Interests
(Cost $5,752,159,250)

   

     7,743,388,665   

Money Market Funds–8.60%

  

  

Liquid Assets Portfolio–Institutional Class(b)

    364,001,139         364,001,139   

Premier Portfolio–Institutional Class(b)

    364,001,139         364,001,139   

Total Money Market Funds
(Cost $728,002,278)

   

     728,002,278   

TOTAL INVESTMENTS–100.11%
(Cost $6,480,161,528)

   

     8,471,390,943   

OTHER ASSETS LESS LIABILITIES–(0.11)%

  

     (9,310,803

NET ASSETS–100.00%

  

   $ 8,462,080,140   
 

Investment Abbreviations:

 

REIT  

– Real Estate Investment Trust

Notes to Schedule of Investments:

 

(a) Industry and/or sector classifications used in this report are generally according to the Global Industry Classification Standard, which was developed by and is the exclusive property and a service mark of MSCI Inc. and Standard & Poor’s.
(b) The money market fund and the Fund are affiliated by having the same investment adviser.

 

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

 

10                         Invesco Diversified Dividend Fund


Statement of Assets and Liabilities

October 31, 2013

 

Assets:

  

Investments, at value (Cost $5,752,159,250)

  $ 7,743,388,665   

Investments in affiliated money market funds, at value and cost

    728,002,278   

Total investments, at value (Cost $6,480,161,528)

    8,471,390,943   

Receivable for:

 

Investments sold

    4,215,198   

Fund shares sold

    13,589,261   

Dividends

    8,483,849   

Foreign currency contracts outstanding

    223,835   

Investment for trustee deferred compensation and retirement plans

    198,512   

Other assets

    109,018   

Total assets

    8,498,210,616   

Liabilities:

  

Payable for:

 

Investments purchased

    23,173,146   

Fund shares reacquired

    7,847,684   

Amount due to broker

    45,425   

Accrued fees to affiliates

    3,890,087   

Accrued trustees’ and officers’ fees and benefits

    10,831   

Accrued other operating expenses

    381,985   

Trustee deferred compensation and retirement plans

    781,318   

Total liabilities

    36,130,476   

Net assets applicable to shares outstanding

  $ 8,462,080,140   

Net assets consist of:

  

Shares of beneficial interest

  $ 6,416,716,706   

Undistributed net investment income

    4,412,414   

Undistributed net realized gain

    49,465,590   

Net unrealized appreciation

    1,991,485,430   
    $ 8,462,080,140   

Net Assets:

  

Class A

  $ 3,700,472,998   

Class B

  $ 35,911,771   

Class C

  $ 276,653,429   

Class R

  $ 109,444,454   

Class Y

  $ 485,247,785   

Investor Class

  $ 1,910,865,912   

Class R5

  $ 1,408,407,174   

Class R6

  $ 535,076,617   

Shares outstanding, $0.001 par value per share,
with an unlimited number of shares authorized:

   

Class A

    224,001,130   

Class B

    2,197,107   

Class C

    16,944,232   

Class R

    6,606,279   

Class Y

    29,340,052   

Investor Class

    115,760,522   

Class R5

    85,254,919   

Class R6

    32,386,836   

Class A:

 

Net asset value per share

  $ 16.52   

Maximum offering price per share

 

(Net asset value of $16.52 ¸ 94.50%)

  $ 17.48   

Class B:

 

Net asset value and offering price per share

  $ 16.35   

Class C:

 

Net asset value and offering price per share

  $ 16.33   

Class R:

 

Net asset value and offering price per share

  $ 16.57   

Class Y:

 

Net asset value and offering price per share

  $ 16.54   

Investor Class:

 

Net asset value and offering price per share

  $ 16.51   

Class R5:

 

Net asset value and offering price per share

  $ 16.52   

Class R6:

 

Net asset value and offering price per share

  $ 16.52   
 

 

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

 

11                         Invesco Diversified Dividend Fund


Statement of Operations

For the year ended October 31, 2013

 

Investment income:

  

Dividends (net of foreign withholding taxes of $2,050,958)

  $ 168,512,395   

Dividends from affiliated money market funds

    524,487   

Total investment income

    169,036,882   

Expenses:

 

Advisory fees

    30,345,554   

Administrative services fees

    687,564   

Custodian fees

    272,275   

Distribution fees:

 

Class A

    7,647,482   

Class B

    359,469   

Class C

    2,067,286   

Class R

    366,691   

Investor Class

    4,316,700   

Transfer agent fees — A, B, C, R, Y and Investor

    7,335,356   

Transfer agent fees — R5

    1,037,366   

Transfer agent fees — R6

    9,515   

Trustees’ and officers’ fees and benefits

    263,435   

Other

    1,114,969   

Total expenses

    55,823,662   

Less: Fees waived and expense offset arrangement(s)

    (944,226

Net expenses

    54,879,436   

Net investment income

    114,157,446   

Realized and unrealized gain (loss) from:

 

Net realized gain (loss) from:

 

Investment securities

    101,912,728   

Foreign currencies

    54,207   

Foreign currency contracts

    (9,335,680
      92,631,255   

Change in net unrealized appreciation of:

 

Investment securities

    1,319,556,385   

Foreign currencies

    90,616   

Foreign currency contracts

    123,908   
      1,319,770,909   

Net realized and unrealized gain

    1,412,402,164   

Net increase in net assets resulting from operations

  $ 1,526,559,610   

 

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

 

12                         Invesco Diversified Dividend Fund


Statement of Changes in Net Assets

For the years ended October 31, 2013 and 2012

 

     2013      2012  

Operations:

  

  

Net investment income

  $ 114,157,446       $ 84,307,438   

Net realized gain

    92,631,255         92,484,672   

Change in net unrealized appreciation

    1,319,770,909         554,259,918   

Net increase in net assets resulting from operations

    1,526,559,610         731,052,028   

Distributions to shareholders from net investment income:

    

Class A

    (51,833,917      (40,822,555

Class B

    (351,728      (377,286

Class C

    (1,944,258      (1,402,210

Class R

    (1,038,324      (436,894

Class Y

    (6,030,022      (3,068,253

Investor Class

    (29,229,048      (24,043,716

Class R5

    (21,198,754      (13,890,176

Class R6

    (5,709,762        

Total distributions from net investment income

    (117,335,813      (84,041,090

Distributions to shareholders from net realized gains:

    

Class A

    (38,454,292      (24,765,802

Class B

    (540,845      (425,577

Class C

    (2,387,554      (1,431,013

Class R

    (614,412      (242,314

Class Y

    (2,747,052      (1,512,055

Investor Class

    (22,192,076      (14,522,561

Class R5

    (11,819,702      (5,429,234

Class R6

    (2,533,633        

Total distributions from net realized gains

    (81,289,566      (48,328,556

Share transactions–net:

    

Class A

    577,482,221         103,451,976   

Class B

    (6,645,225      (6,081,024

Class C

    82,878,758         16,093,826   

Class R

    57,214,025         15,023,251   

Class Y

    246,465,727         28,437,333   

Investor Class

    128,271,180         19,994,923   

Class R5

    476,533,189         187,983,114   

Class R6

    314,630,822         167,260,971   

Net increase in net assets resulting from share transactions

    1,876,830,697         532,164,370   

Net increase in net assets

    3,204,764,928         1,130,846,752   

Net assets:

    

Beginning of year

    5,257,315,212         4,126,468,460   

End of year (includes undistributed net investment income of $4,412,414 and $7,553,285, respectively)

  $ 8,462,080,140       $ 5,257,315,212   

Notes to Financial Statements

October 31, 2013

NOTE 1—Significant Accounting Policies

Invesco Diversified Dividend Fund (the “Fund”) is a series portfolio of AIM Equity Funds (Invesco Equity Funds) (the “Trust”). The Trust is a Delaware statutory trust registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end series management investment company consisting of four separate portfolios, each authorized to issue an unlimited number of shares of beneficial interest. The assets, liabilities and operations of each portfolio are accounted for separately. Information presented in these financial statements pertains only to the Fund. Matters affecting each portfolio or class will be voted on exclusively by the shareholders of such portfolio or class.

 

13                         Invesco Diversified Dividend Fund


The Fund’s investment objective is long-term growth of capital and, secondarily, current income.

The Fund currently consists of eight different classes of shares: Class A, Class B, Class C, Class R, Class Y, Investor Class, Class R5 and Class R6. Investor Class shares of the Fund are offered only to certain grandfathered investors. Class A shares are sold with a front-end sales charge unless certain waiver criteria are met and under certain circumstances load waived shares may be subject to contingent deferred sales charges (“CDSC”). Class C shares are sold with a CDSC. Class R, Class Y, Investor Class, Class R5 and Class R6 shares are sold at net asset value. Effective November 30, 2010, new or additional investments in Class B shares are no longer permitted. Existing shareholders of Class B shares may continue to reinvest dividends and capital gains distributions in Class B shares until they convert to Class A shares. Also, shareholders in Class B shares will be able to exchange those shares for Class B shares of other Invesco Funds offering such shares until they convert to Class A shares. Generally, Class B shares will automatically convert to Class A shares on or about the month-end, which is at least eight years after the date of purchase. Redemption of Class B shares prior to the conversion date will be subject to a CDSC.

The following is a summary of the significant accounting policies followed by the Fund in the preparation of its financial statements.

A. Security Valuations — Securities, including restricted securities, are valued according to the following policy.

A security listed or traded on an exchange (except convertible bonds) is valued at its 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, 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. Securities traded in the over-the-counter market are valued based on prices furnished by independent pricing services or market makers. When such securities are valued by an independent pricing service they may be considered fair valued. 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. For purposes of determining net asset value per share, futures and option contracts generally are valued 15 minutes after the close of the customary trading session of the New York Stock Exchange (“NYSE”).

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.

Debt obligations (including convertible bonds) and unlisted equities are fair valued using an evaluated quote provided by an independent pricing service. Evaluated quotes provided by the pricing service 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 specific securities, dividend rate (for unlisted equities), yield (for debt obligations), quality, type of issue, coupon rate (for debt obligations), maturity (for debt obligations), individual trading characteristics and other market data. Debt obligations are subject to interest rate and credit risks. In addition, all debt obligations involve some risk of default with respect to interest and/or principal payments.

Foreign securities’ (including foreign exchange contracts) prices are converted into U.S. dollar amounts using the applicable 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 the Adviser determines are significant and make the closing price unreliable, the Fund may fair value the security. If the event is likely to have affected the closing price of the security, the security will be valued at fair value in good faith using procedures approved by the Board of Trustees. Adjustments to closing prices to reflect fair value may also be based on a screening process of an independent pricing service 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 value as of the close of the NYSE. Foreign securities’ prices meeting the approved degree of certainty that the price is not reflective of current value will be priced at the indication of fair value from the independent pricing service. Multiple factors may be considered by the independent pricing service in determining adjustments to reflect fair value and may include information relating to sector indices, American Depositary Receipts and domestic and foreign index futures. Foreign securities may have additional risks including exchange rate changes, potential for sharply devalued currencies and high inflation, political and economic upheaval, the relative lack of issuer information, relatively low market liquidity and the potential lack of strict financial and accounting controls and standards.

Securities for which market prices are not provided by any of the above methods may be valued based upon quotes furnished by independent sources. The last bid price may be used to value equity securities. The mean between the last bid and asked prices is used to value debt obligations, including corporate loans.

Securities for which market quotations are not readily available or became unreliable are valued at fair value as determined in good faith by or under the supervision of the Trust’s officers following 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.

Valuations change in response to many factors including the historical and prospective earnings of the issuer, the value of the issuer’s assets, general economic conditions, interest rates, investor perceptions and market liquidity. Because of the inherent uncertainties of valuation, the values reflected in the financial statements may materially differ from the value received upon actual sale of those investments.

B. Securities Transactions and Investment Income — Securities transactions are accounted for on a trade date basis. Realized gains or losses on sales are computed on the basis of specific identification of the securities sold. Interest income is recorded on the accrual basis from settlement date. Dividend income (net of withholding tax, if any) is recorded on the ex-dividend date.

The Fund may periodically participate in litigation related to Fund investments. As such, the Fund may receive proceeds from litigation settlements. Any proceeds received are included in the Statement of Operations as realized gain (loss) for investments no longer held and as unrealized gain (loss) for investments still held.

Brokerage commissions and mark ups are considered transaction costs and are recorded as an increase to the cost basis of securities purchased and/or a reduction of proceeds on a sale of securities. Such transaction costs are included in the determination of net realized and unrealized gain (loss) from investment securities reported in the Statement of Operations and the Statement of Changes in Net Assets and the net realized and unrealized gains (losses) on securities per share in the Financial Highlights. Transaction costs are included in the calculation of the

 

14                         Invesco Diversified Dividend Fund


Fund’s net asset value and, accordingly, they reduce the Fund’s total returns. These transaction costs are not considered operating expenses and are not reflected in net investment income reported in the Statement of Operations and Statement of Changes in Net Assets, or the net investment income per share and ratios of expenses and net investment income reported in the Financial Highlights, nor are they limited by any expense limitation arrangements between the Fund and the investment adviser.

The Fund allocates income and realized and unrealized capital gains and losses to a class based on the relative net assets of each class.

C. Country Determination — For the purposes of making investment selection decisions and presentation in the Schedule of Investments, the investment adviser may determine the country in which an issuer is located and/or credit risk exposure based on various factors. These factors include the laws of the country under which the issuer is organized, where the issuer maintains a principal office, the country in which the issuer derives 50% or more of its total revenues and the country that has the primary market for the issuer’s securities, as well as other criteria. Among the other criteria that may be evaluated for making this determination are the country in which the issuer maintains 50% or more of its assets, the type of security, financial guarantees and enhancements, the nature of the collateral and the sponsor organization. Country of issuer and/or credit risk exposure has been determined to be the United States of America, unless otherwise noted.
D. Distributions — Distributions from income, if any, are declared and paid quarterly and are recorded on the ex-dividend date. Distributions from net realized capital gain, if any, are generally declared and paid annually and recorded on the ex-dividend date. The Fund may elect to treat a portion of the proceeds from redemptions as distributions for federal income tax purposes.
E. Federal Income Taxes — The Fund intends to comply with the requirements of Subchapter M of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), necessary to qualify as a regulated investment company and to distribute substantially all of the Fund’s taxable earnings to shareholders. As such, the Fund will not be subject to federal income taxes on otherwise taxable income (including net realized capital gain) that is distributed to shareholders. Therefore, no provision for federal income taxes is recorded in the financial statements.

The Fund files tax returns in the U.S. Federal jurisdiction and certain other jurisdictions. Generally, the Fund is subject to examinations by such taxing authorities for up to three years after the filing of the return for the tax period.

F. Expenses — Fees provided for under the Rule 12b-1 plan of a particular class of the Fund are charged to the operations of such class. Transfer agency fees and expenses and other shareholder recordkeeping fees and expenses attributable to Class R5 and Class R6 are allocated to each share class based on relative net assets. Sub-accounting fees attributable to Class R5 are charged to the operations of the class. Transfer agency fees and expenses and other shareholder recordkeeping fees and expenses relating to all other classes are allocated among those classes based on relative net assets. All other expenses are allocated among the classes based on relative net assets.
G. Accounting Estimates — The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period including estimates and assumptions related to taxation. Actual results could differ from those estimates by a significant amount. In addition, the Fund monitors for material events or transactions that may occur or become known after the period-end date and before the date the financial statements are released to print.
H. Indemnifications — Under the Trust’s organizational documents, each Trustee, officer, employee or other agent of the Trust is indemnified against certain liabilities that may arise out of the performance of their duties to the Fund. Additionally, in the normal course of business, the Fund enters into contracts, including the Fund’s servicing agreements, that contain a variety of indemnification clauses. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred. The risk of material loss as a result of such indemnification claims is considered remote.
I. Foreign Currency Translations — Foreign currency is valued at the close of the NYSE based on quotations posted by banks and major currency dealers. Portfolio securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollar amounts at date of valuation. Purchases and sales of portfolio securities (net of foreign taxes withheld on disposition) and income items denominated in foreign currencies are translated into U.S. dollar amounts on the respective dates of such transactions. The Fund does not separately account for the portion of the results of operations resulting from changes in foreign exchange rates on investments and the fluctuations arising from changes in market prices of securities held. The combined results of changes in foreign exchange rates and the fluctuation of market prices on investments (net of estimated foreign tax withholding) are included with the net realized and unrealized gain or loss from investments in the Statement of Operations. Reported net realized foreign currency gains or losses arise from (1) sales of foreign currencies, (2) currency gains or losses realized between the trade and settlement dates on securities transactions, and (3) the difference between the amounts of dividends, interest, and foreign withholding taxes recorded on the Fund’s books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign currency gains and losses arise from changes in the fair values of assets and liabilities, other than investments in securities at fiscal period end, resulting from changes in exchange rates.

The Fund may invest in foreign securities which may be subject to foreign taxes on income, gains on investments or currency repatriation, a portion of which may be recoverable.

J. Foreign Currency Contracts — The Fund may enter into foreign currency contracts to manage or minimize currency or exchange rate risk. The Fund may also enter into foreign currency contracts for the purchase or sale of a security denominated in a foreign currency in order to “lock in” the U.S. dollar price of that security. A foreign currency contract is an obligation to purchase or sell a specific currency for an agreed-upon price at a future date. The use of foreign currency contracts does not eliminate fluctuations in the price of the underlying securities the Fund owns or intends to acquire but establishes a rate of exchange in advance. Fluctuations in the value of these contracts are measured by the difference in the contract date and reporting date exchange rates and are recorded as unrealized appreciation (depreciation) until the contracts are closed. When the contracts are closed, realized gains (losses) are recorded. Realized and unrealized gains (losses) on the contracts are included in the Statement of Operations. The primary risks associated with foreign currency contracts include failure of the counterparty to meet the terms of the contract and the value of the foreign currency changing unfavorably. These risks may be in excess of the amounts reflected in the Statement of Assets and Liabilities.

 

15                         Invesco Diversified Dividend Fund


NOTE 2—Advisory Fees and Other Fees Paid to Affiliates

The Trust has entered into a master investment advisory agreement with Invesco Advisers, Inc. (the “Adviser” or “Invesco”). Under the terms of the investment advisory agreement, the Fund pays an advisory fee to the Adviser based on the annual rate of the Fund’s average daily net assets as follows:

 

Average Daily Net Assets   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%     

Under the terms of a master sub-advisory agreement between the Adviser and each of Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Limited, Invesco Australia Limited, Invesco Hong Kong Limited, Invesco Senior Secured Management, Inc. and Invesco Canada Ltd. (collectively, the “Affiliated Sub-Advisers”) the Adviser, not the Fund, may pay 40% of the fees paid to the Adviser to any such Affiliated Sub-Adviser(s) that provide(s) discretionary investment management services to the Fund based on the percentage of assets allocated to such Sub-Adviser(s).

Effective July 1, 2013, the Adviser has contractually agreed, through at least June 30, 2014, to waive advisory fees and/or reimburse expenses of all shares to the extent necessary to limit total annual fund operating expenses after fee waiver and/or expense reimbursement (excluding certain items discussed below) of Class A, Class B, Class C, Class R, Class Y, Investor Class, Class R5 and Class R6 shares to 2.00%, 2.75%, 2.75%, 2.25%, 1.75%, 2.00%, 1.75% and 1.75%, respectively, of average daily net assets. Prior to July 1, 2013, the Adviser had contractually agreed to waive advisory fees and/or reimburse expenses of all shares to the extent necessary to limit total annual fund operating expenses after fee waiver and/or expense reimbursement (excluding certain items discussed below) of Class A, Class B, Class C, Class R, Class Y, Investor Class, Class R5 and Class R6 shares to 0.95%, 1.70%, 1.70%, 1.20%, 0.70%, 0.95%, 0.70% and 0.70%, respectively, of average daily net assets. In determining the Adviser’s obligation to waive advisory fees and/or reimburse expenses, the following expenses are not taken into account, and could cause the total annual fund operating expenses after fee waiver and/or expense reimbursement to exceed the numbers reflected above: (1) interest; (2) taxes; (3) dividend expense on short sales; (4) extraordinary or non-routine items, including litigation expenses; and (5) expenses that the Fund has incurred but did not actually pay because of an expense offset arrangement. Unless Invesco continues the fee waiver agreement, it will terminate on June 30, 2014. The fee waiver agreement cannot be terminated during its term. The Adviser did not waive fees and/or reimburse expenses during the period under this expense limitation.

Further, the Adviser has contractually agreed, through at least June 30, 2014, to waive the advisory fee payable by the Fund in an amount equal to 100% of the net advisory fees the Adviser receives from the affiliated money market funds on investments by the Fund of uninvested cash in such affiliated money market funds.

For the year ended October 31, 2013, the Adviser waived advisory fees of $932,113.

The Trust has entered into a master administrative services agreement with Invesco pursuant to which the Fund has agreed to pay Invesco for certain administrative costs incurred in providing accounting services to the Fund. For the year ended October 31, 2013, expenses incurred under the agreement are shown in the Statement of Operations as Administrative services fees.

The Trust has entered into a transfer agency and service agreement with Invesco Investment Services, Inc. (“IIS”) pursuant to which the Fund has agreed to pay IIS a fee for providing transfer agency and shareholder services to the Fund and reimburse IIS for certain expenses incurred by IIS in the course of providing such services. IIS may make payments to intermediaries that provide omnibus account services, sub-accounting services and/or networking services. All fees payable by IIS to intermediaries that provide omnibus account services or sub-accounting are charged back to the Fund, subject to certain limitations approved by the Trust’s Board of Trustees. For the year ended October 31, 2013, expenses incurred under the agreement are shown in the Statement of Operations as Transfer agent fees.

The Trust has entered into master distribution agreements with Invesco Distributors, Inc. (“IDI”) to serve as the distributor for the Class A, Class B, Class C, Class R, Class Y, Investor Class, Class R5 and Class R6 shares of the Fund. The Trust has adopted plans pursuant to Rule 12b-1 under the 1940 Act with respect to the Fund’s Class A, Class B, Class C, Class R and Investor Class shares (collectively, the “Plans”). The Fund, pursuant to the Plans, pays IDI compensation at the annual rate of 0.25% of the Fund’s average daily net assets of Class A shares, 1.00% of the average daily net assets of Class B and Class C shares and 0.50% of the average daily net assets of Class R shares. The Fund, pursuant to the Investor Class Plan, reimburses IDI for its allocated share of expenses incurred pursuant to the Investor Class Plan for the period, up to a maximum annual rate of 0.25% of the average daily net assets of Investor Class shares. Of the Plan payments, up to 0.25% of the average daily net assets of each class of shares may be paid to furnish continuing personal shareholder services to customers who purchase and own shares of such classes. Any amounts not paid as a service fee under the Plans would constitute an asset-based sales charge. Rules of the Financial Industry Regulatory Authority (“FINRA”) impose a cap on the total sales charges, including asset-based sales charges, that may be paid by any class of shares of the Fund. For the year ended October 31, 2013, expenses incurred under the Plans are shown in the Statement of Operations as Distribution fees.

Front-end sales commissions and CDSC (collectively, the “sales charges”) are not recorded as expenses of the Fund. Front-end sales commissions are deducted from proceeds from the sales of Fund shares prior to investment in Class A shares of the Fund. CDSC are deducted from redemption proceeds prior to remittance to the shareholder. During the year ended October 31, 2013, IDI advised the Fund that IDI retained $1,235,789 in front-end sales commissions from the sale of Class A shares and $15,696, $32,171 and $17,114 from Class A, Class B and Class C shares, respectively, for CDSC imposed on redemptions by shareholders.

For the year ended October 31, 2013, the Fund incurred $13,891 in brokerage commissions with Invesco Capital Markets, Inc., an affiliate of the Adviser and IDI, for portfolio transactions executed on behalf of the Fund.

Certain officers and trustees of the Trust are officers and directors of the Adviser, IIS and/or IDI.

 

16                         Invesco Diversified Dividend Fund


NOTE 3—Additional Valuation Information

GAAP defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, under current market conditions. GAAP establishes a hierarchy that prioritizes the inputs to valuation methods, giving the highest priority to readily available unadjusted quoted prices in an active market for identical assets (Level 1) and the lowest priority to significant unobservable inputs (Level 3), generally when market prices are not readily available or are unreliable. Based on the valuation inputs, the securities or other investments are tiered into one of three levels. Changes in valuation methods may result in transfers in or out of an investment’s assigned level:

  Level 1 — Prices are determined using quoted prices in an active market for identical assets.
  Level 2 — Prices are determined using other significant observable inputs. Observable inputs are inputs that other market participants may use in pricing a security. These may include quoted prices for similar securities, interest rates, prepayment speeds, credit risk, yield curves, loss severities, default rates, discount rates, volatilities and others.
  Level 3 — Prices are determined using significant unobservable inputs. In situations where quoted prices or observable inputs are unavailable (for example, when there is little or no market activity for an investment at the end of the period), unobservable inputs may be used. Unobservable inputs reflect the Fund’s own assumptions about the factors market participants would use in determining fair value of the securities or instruments and would be based on the best available information.

The following is a summary of the tiered valuation input levels, as of October 31, 2013. The level assigned to the securities valuations may not be an indication of the risk or liquidity associated with investing in those securities. Because of the inherent uncertainties of valuation, the values reflected in the financial statements may materially differ from the value received upon actual sale of those investments.

 

     Level 1        Level 2        Level 3        Total  

Equity Securities

  $ 8,109,491,451         $ 361,899,492         $         $ 8,471,390,943   

Foreign Currency Contracts*

              223,835                     223,835   

Total Investments

  $ 8,109,491,451         $ 362,123,327         $         $ 8,471,614,778   

 

* Unrealized appreciation.

NOTE 4—Derivative Investments

Value of Derivative Investments at Period-End

The table below summarizes the value of the Fund’s derivative investments, detailed by primary risk exposure, held as of October 31, 2013:

 

    Value  
Risk Exposure/Derivative Type   Assets        Liabilities  

Currency risk

      

Foreign currency contracts(a)

  $ 223,835         $ (—

 

(a)  Values are disclosed on the Statement of Assets and Liabilities under the caption Foreign currency contracts outstanding.

Effect of Derivative Investments for the year ended October 31, 2013

The table below summarizes the gains (losses) on derivative investments, detailed by primary risk exposure, recognized in earnings during the period:

 

       Location of Gain (Loss) on
Statement of Operations
 
        Foreign Currency
Contracts*
 

Realized Gain (Loss)

    

Currency risk

     $ (9,335,680

Change in Unrealized Appreciation

    

Currency risk

     $ 123,908   

Total

     $ (9,211,772

 

* The average notional value of foreign currency contracts outstanding during the period was $192,063,060.

 

Open Foreign Currency Contracts  
Settlement
Date
    

Counterparty

   Contract to        Notional
Value
       Unrealized
Appreciation
 
        Deliver        Receive            

12/16/13

    

Citibank Capital

     EUR        103,347,005           USD        140,423,777         $ 140,329,972         $ 93,805  

12/16/13

    

Deutsche Bank

     EUR        92,372,807           USD        125,558,661           125,428,631           130,030   

Total foreign currency contracts

                                                    $ 223,835   

Currency Abbreviations:

 

EUR  

– Euro

USD  

– U.S. Dollar

NOTE 5—Expense Offset Arrangement(s)

The expense offset arrangement is comprised of transfer agency credits which result from balances in demand deposit accounts used by the transfer agent for clearing shareholder transactions. For the year ended October 31, 2013, the Fund received credits from this arrangement, which resulted in the reduction of the Fund’s total expenses of $12,113.

 

17                         Invesco Diversified Dividend Fund


NOTE 6—Trustees’ and Officers’ Fees and Benefits

Trustees’ and Officers’ Fees and Benefits include amounts accrued by the Fund to pay remuneration to certain Trustees and Officers of the Fund. Trustees have the option to defer compensation payable by the Fund, and Trustees’ and Officers’ Fees and Benefits also include amounts accrued by the Fund to fund such deferred compensation amounts. Those Trustees who defer compensation have the option to select various Invesco Funds in which their deferral accounts shall be deemed to be invested. Finally, certain current Trustees are eligible to participate in a retirement plan that provides for benefits to be paid upon retirement to Trustees over a period of time based on the number of years of service. The Fund may have certain former Trustees who also participate in a retirement plan and receive benefits under such plan. Trustees’ and Officers’ Fees and Benefits include amounts accrued by the Fund to fund such retirement benefits. Obligations under the deferred compensation and retirement plans represent unsecured claims against the general assets of the Fund.

NOTE 7—Cash Balances

The Fund is permitted to temporarily carry a negative or overdrawn balance in its account with State Street Bank and Trust Company, the custodian bank. Such balances, if any at period end, are shown in the Statement of Assets and Liabilities under the payable caption Amount due custodian. To compensate the custodian bank for such overdrafts, the overdrawn Fund may either (1) leave funds as a compensating balance in the account so the custodian bank can be compensated by earning the additional interest; or (2) compensate by paying the custodian bank at a rate agreed upon by the custodian bank and Invesco, not to exceed the contractually agreed upon rate.

NOTE 8—Distributions to Shareholders and Tax Components of Net Assets

Tax Character of Distributions to Shareholders Paid During the Years Ended October 31, 2013 and 2012:

 

     2013        2012  

Ordinary income

  $ 125,182,274         $ 84,041,090   

Long-term capital gain

    73,443,105           48,328,556   

Total distributions

  $ 198,625,379         $ 132,369,646   

Tax Components of Net Assets at Period-End:

 

     2013  

Undistributed ordinary income

  $ 5,152,998   

Undistributed long-term gain

    84,037,357   

Net unrealized appreciation — investments

    1,990,941,289   

Net unrealized appreciation — other investments

    32,179   

Temporary book/tax differences

    (740,583

Capital loss carryforward

    (34,059,806

Shares of beneficial interest

    6,416,716,706   

Total net assets

  $ 8,462,080,140   

The difference between book-basis and tax-basis unrealized appreciation (depreciation) is due to differences in the timing of recognition of gains and losses on investments for tax and book purposes. The Fund’s net unrealized appreciation (depreciation) difference is attributable primarily to wash sales.

The temporary book/tax differences are a result of timing differences between book and tax recognition of income and/or expenses. The Fund’s temporary book/tax differences are the result of the trustee deferral of compensation and retirement plan benefits.

Capital loss carryforward is calculated and reported as of a specific date. Results of transactions and other activity after that date may affect the amount of capital loss carryforward actually available for the Fund to utilize. Capital losses generated in years beginning after December 22, 2010 can be carried forward for an unlimited period, whereas previous losses expire in 8 tax years. Capital losses with an expiration period may not be used to offset capital gains until all net capital losses without an expiration date have been utilized. Capital loss carryforwards with no expiration date will retain their character as either short-term or long-term capital losses instead of as short-term capital losses as under prior law. The ability to utilize capital loss carryforward in the future may be limited under the Internal Revenue Code and related regulations based on the results of future transactions.

The Fund utilized $8,514,951 of capital loss carryforward in the current period to offset net realized capital gain for federal income tax purposes. The Fund has a capital loss carryforward as of October 31, 2013, which expires as follows:

 

Capital Loss Carryforward*  
Expiration   Short-Term        Long-Term        Total  

October 31, 2016

  $ 6,010,416         $         $ 6,010,416   

October 31, 2017

    28,049,390                     28,049,390   
    $ 34,059,806         $           $ 34,059,806   

 

* Capital loss carryforward as of the date listed above is reduced for limitations, if any, to the extent required by the Internal Revenue Code. To the extent that unrealized gains as of May 23, 2011 the date of reorganization of Invesco Financial Services Fund and Invesco Van Kampen Core Equity Fund and July 18, 2011, the date of reorganization of Invesco Dividend Growth Securities Fund into the Fund, are realized on securities held in each fund at such date of reorganization, the capital loss carryforward may be further limited for up to five years from the date of the reorganization.

 

18                         Invesco Diversified Dividend Fund


NOTE 9—Investment Securities

The aggregate amount of investment securities (other than short-term securities, U.S. Treasury obligations and money market funds, if any) purchased and sold by the Fund during the year ended October 31, 2013 was $2,115,450,542 and $575,066,122, respectively. Cost of investments on a tax basis includes the adjustments for financial reporting purposes as of the most recently completed federal income tax reporting period-end.

 

Unrealized Appreciation (Depreciation) of Investment Securities on a Tax Basis  

Aggregate unrealized appreciation of investment securities

  $ 2,054,132,842   

Aggregate unrealized (depreciation) of investment securities

    (63,191,553

Net unrealized appreciation of investment securities

  $ 1,990,941,289   

Cost of investments for tax purposes is $6,480,449,654.

NOTE 10—Reclassification of Permanent Differences

Primarily as a result of differing book/tax treatment of foreign currency transactions, distribution reclasses and excise taxes, on October 31, 2013, undistributed net investment income was increased by $37,496, undistributed net realized gain was increased by $8,069,371 and shares of beneficial interest was decreased by $8,106,867. This reclassification had no effect on the net assets of the Fund.

NOTE 11— Share Information

 

     Summary of Share Activity  
    Years ended October 31,  
    2013(a)      2012  
     Shares      Amount      Shares      Amount  

Sold:

          

Class A

    61,276,660       $ 932,245,912         31,729,504       $ 402,464,197   

Class B

    419,558         6,247,049         525,275         6,520,931   

Class C

    7,638,378         115,432,516         3,210,568         40,187,584   

Class R

    4,961,403         74,789,993         1,910,937         24,322,427   

Class Y

    20,542,290         313,649,947         5,658,734         72,079,979   

Investor Class

    23,010,667         341,251,736         11,420,807         145,573,885   

Class R5

    45,682,264         685,798,200         35,378,535         444,742,491   

Class R6(b)

    23,329,968         363,440,054         12,412,871         168,937,129   

Issued as reinvestment of dividends:

          

Class A

    6,219,451         87,712,276         4,967,629         60,932,378   

Class B

    64,015         873,635         63,417         759,996   

Class C

    301,994         4,157,150         215,001         2,580,949   

Class R

    115,031         1,652,735         53,890         667,109   

Class Y

    561,053         8,086,629         318,305         3,926,778   

Investor Class

    3,462,719         48,762,495         2,941,733         36,062,527   

Class R5

    2,175,139         30,979,212         1,460,022         18,105,790   

Class R6

    559,239         8,098,047                   

Automatic conversion of Class B shares to Class A shares:

          

Class A

    558,516         8,428,414         556,586         7,005,178   

Class B

    (564,446      (8,428,414      (561,412      (7,005,178

Reacquired:

          

Class A

    (30,184,176      (450,904,381      (29,054,991      (366,949,777

Class B

    (364,222      (5,337,495      (508,862      (6,356,773

Class C

    (2,462,794      (36,710,908      (2,138,945      (26,674,707

Class R

    (1,264,996      (19,228,703      (780,531      (9,966,285

Class Y

    (4,974,395      (75,270,849      (3,769,500      (47,569,424

Investor Class

    (17,435,202      (261,743,051      (12,799,594      (161,641,489

Class R5

    (15,829,929      (240,244,223      (20,809,253      (274,865,167

Class R6

    (3,791,195      (56,907,279      (124,047      (1,676,158

Net increase in share activity

    124,006,990       $ 1,876,830,697         42,276,679       $ 532,164,370   

 

(a)  There are entities that are record owners of more than 5% of the outstanding shares of the Fund and in the aggregate own 42% of the outstanding shares of the Fund. IDI has an agreement with these entities to sell Fund shares. The Fund, Invesco and/or Invesco affiliates may make payments to these entities, which are considered to be related to the Fund, for providing services to the Fund, Invesco and/or Invesco affiliates including but not limited to services such as securities brokerage, distribution, third party record keeping and account servicing. The Fund has no knowledge as to whether all or any portion of the shares owned of record by these entities are also owned beneficially.
(b)  Commencement date of September 24, 2012.

 

19                         Invesco Diversified Dividend Fund


NOTE 12—Financial Highlights

The following schedule presents financial highlights for a share of the Fund outstanding throughout the periods indicated.

 

     Net asset
value,
beginning
of period
    Net
investment
income(a)
    Net gains
on securities
(both
realized and
unrealized)
    Total from
investment
operations
    Dividends
from net
investment
income
    Distributions
from net
realized
gains
    Total
distributions
    Net asset
value, end
of period
    Total
return(b)
    Net assets,
end of period
(000’s omitted)
    Ratio of
expenses
to average
net assets
with fee waivers
and/or expenses
absorbed
    Ratio of
expenses
to average net
assets without
fee waivers
and/or expenses
absorbed
    Ratio of net
investment
income
to average
net assets
    Portfolio
turnover(c)
 

Class A

  

Year ended 10/31/13

  $ 13.54      $ 0.25      $ 3.20      $ 3.45      $ (0.26   $ (0.21   $ (0.47   $ 16.52        26.07   $ 3,700,473        0.86 %(d)      0.87 %(d)      1.65 %(d)      9

Year ended 10/31/12

    11.92        0.22        1.76        1.98        (0.22     (0.14     (0.36     13.54        17.00        2,520,209        0.91        0.92        1.78        12   

Year ended 10/31/11

    11.67        0.19        0.29        0.48        (0.23            (0.23     11.92        4.15        2,121,824        0.94        0.97        1.64        20   

Year ended 10/31/10

    10.18        0.25        1.43        1.68        (0.19            (0.19     11.67        16.64        377,758        1.01        1.02        2.23        13   

Year ended 10/31/09

    9.43        0.19        0.75        0.94        (0.19            (0.19     10.18        10.42        185,274        1.11        1.12        2.17        24   

Class B

  

Year ended 10/31/13

    13.40        0.13        3.17        3.30        (0.14     (0.21     (0.35     16.35        25.16        35,912        1.61 (d)      1.62 (d)      0.90 (d)      9   

Year ended 10/31/12

    11.80        0.13        1.74        1.87        (0.13     (0.14     (0.27     13.40        16.12        35,401        1.66        1.67        1.03        12   

Year ended 10/31/11

    11.55        0.11        0.28        0.39        (0.14            (0.14     11.80        3.39        36,873        1.69        1.72        0.89        20   

Year ended 10/31/10

    10.08        0.16        1.42        1.58        (0.11            (0.11     11.55        15.75        32,600        1.76        1.77        1.48        13   

Year ended 10/31/09

    9.34        0.13        0.74        0.87        (0.13            (0.13     10.08        9.58        30,490        1.86        1.87        1.42        24   

Class C

  

Year ended 10/31/13

    13.38        0.13        3.17        3.30        (0.14     (0.21     (0.35     16.33        25.19        276,653        1.61 (d)      1.62 (d)      0.90 (d)      9   

Year ended 10/31/12

    11.79        0.13        1.73        1.86        (0.13     (0.14     (0.27     13.38        16.04        153,467        1.66        1.67        1.03        12   

Year ended 10/31/11

    11.53        0.11        0.29        0.40        (0.14            (0.14     11.79        3.48        120,031        1.69        1.72        0.89        20   

Year ended 10/31/10

    10.07        0.16        1.41        1.57        (0.11            (0.11     11.53        15.66        52,755        1.76        1.77        1.48        13   

Year ended 10/31/09

    9.33        0.13        0.74        0.87        (0.13            (0.13     10.07        9.59        36,573        1.86        1.87        1.42        24   

Class R

  

Year ended 10/31/13

    13.58        0.22        3.20        3.42        (0.22     (0.21     (0.43     16.57        25.77        109,444        1.11 (d)      1.12 (d)      1.40 (d)      9   

Year ended 10/31/12

    11.96        0.19        1.76        1.95        (0.19     (0.14     (0.33     13.58        16.66        37,948        1.16        1.17        1.53        12   

Year ended 10/31/11

    11.70        0.17        0.29        0.46        (0.20            (0.20     11.96        3.97        19,261        1.19        1.22        1.39        20   

Year ended 10/31/10

    10.19        0.22        1.46        1.68        (0.17            (0.17     11.70        16.55        7,693        1.26        1.27        1.98        13   

Year ended 10/31/09

    9.44        0.18        0.74        0.92        (0.17            (0.17     10.19        10.14        3,341        1.36        1.37        1.92        24   

Class Y

  

Year ended 10/31/13

    13.56        0.29        3.19        3.48        (0.29     (0.21     (0.50     16.54        26.35        485,248        0.61 (d)      0.62 (d)      1.90 (d)      9   

Year ended 10/31/12

    11.94        0.26        1.76        2.02        (0.26     (0.14     (0.40     13.56        17.26        179,087        0.66        0.67        2.03        12   

Year ended 10/31/11

    11.68        0.23        0.30        0.53        (0.27            (0.27     11.94        4.50        131,365        0.69        0.72        1.89        20   

Year ended 10/31/10

    10.19        0.28        1.43        1.71        (0.22            (0.22     11.68        16.91        31,529        0.76        0.77        2.48        13   

Year ended 10/31/09

    9.43        0.22        0.76        0.98        (0.22            (0.22     10.19        10.79        5,893        0.86        0.88        2.42        24   

Investor Class

  

Year ended 10/31/13

    13.53        0.25        3.20        3.45        (0.26     (0.21     (0.47     16.51        26.11        1,910,866        0.86 (d)      0.87 (d)      1.64 (d)      9   

Year ended 10/31/12

    11.92        0.23        1.75        1.98        (0.23     (0.14     (0.37     13.53        16.95        1,444,060        0.90        0.91        1.79        12   

Year ended 10/31/11

    11.66        0.21        0.29        0.50        (0.24            (0.24     11.92        4.32        1,253,533        0.87        0.90        1.71        20   

Year ended 10/31/10

    10.18        0.26        1.42        1.68        (0.20            (0.20     11.66        16.62        1,089,663        0.92        0.93        2.32        13   

Year ended 10/31/09

    9.42        0.20        0.76        0.96        (0.20            (0.20     10.18        10.63        986,096        1.01        1.03        2.27        24   

Class R5

  

Year ended 10/31/13

    13.54        0.29        3.20        3.49        (0.30     (0.21     (0.51     16.52        26.47        1,408,407        0.57 (d)      0.58 (d)      1.94 (d)      9   

Year ended 10/31/12

    11.92        0.27        1.76        2.03        (0.27     (0.14     (0.41     13.54        17.39        720,726        0.56        0.57        2.13        12   

Year ended 10/31/11

    11.67        0.24        0.29        0.53        (0.28            (0.28     11.92        4.53        443,581        0.58        0.59        2.00        20   

Year ended 10/31/10

    10.18        0.29        1.43        1.72        (0.23            (0.23     11.67        17.05        254,392        0.64        0.65        2.61        13   

Year ended 10/31/09

    9.43        0.23        0.75        0.98        (0.23            (0.23     10.18        10.88        58,842        0.69        0.69        2.60        24   

Class R6

  

Year ended 10/31/13(e)

    13.54        0.31        3.19        3.50        (0.31     (0.21     (0.52     16.52        26.56        535,077        0.48 (d)      0.49 (d)      2.03 (d)      9   

Period ended 10/31/12

    13.61        0.03        (0.10     (0.07                          13.54        (0.51     166,418        0.49 (f)      0.50 (f)      2.20 (f)      12   

 

(a)  Calculated using average shares outstanding.
(b)  Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Does not include sales charges and is not annualized for periods less than one year, if applicable.
(c)  Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year, if applicable. For the period ended October 31, 2011, the portfolio turnover calculation excludes the value of securities purchased of $1,261,900,843 and sold of $210,298,763 in the effort to realign the Fund’s portfolio holdings after the reorganization of Invesco Dividend Growth Securities, Invesco Financial Services Fund and Invesco Van Kampen Core Equity Fund into the Fund.
(d)  Ratios are based on average daily net assets (000’s omitted) of $3,058,993, $35,947, $206,729, $73,338, $311,666, $1,709,327, $1,062,215 and $293,934 for Class A, Class B, Class C, Class R, Class Y, Investor Class, Class R5 and Class R6 shares, respectively.
(e)  Commencement date of September 24, 2012 for Class R6 shares.
(f)  Annualized.

 

20                         Invesco Diversified Dividend Fund


Report of Independent Registered Public Accounting Firm

 

To the Board of Trustees of AIM Equity Funds (Invesco Equity Funds)

and Shareholders of Invesco Diversified Dividend Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Invesco Diversified Dividend Fund (one of the funds constituting AIM Equity Funds (Invesco Equity Funds), hereafter referred to as the “Fund”) at October 31, 2013, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at October 31, 2013 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PRICEWATERHOUSECOOPERS LLP

December 23, 2013

Houston, Texas

 

21                         Invesco Diversified Dividend Fund


Calculating your ongoing Fund expenses

Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, which may include sales charges (loads) on purchase payments or contingent deferred sales charges on redemptions, if any; and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees, and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period May 1, 2013 through October 31, 2013.

Actual expenses

The table below provides information about actual account values and actual expenses. You may use the information in this table, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the table under the heading entitled “Actual Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical example for comparison purposes

The table below also provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return.

The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs, such as sales charges (loads) on purchase payments or contingent deferred sales charges on redemptions, if any. Therefore, the hypothetical information is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transaction costs were included, your costs would have been higher.

 

Class   Beginning
Account Value
(05/01/13)
    ACTUAL    

HYPOTHETICAL

(5% annual return before

expenses)

    Annualized
Expense
Ratio
 
    Ending
Account Value
(10/31/13)1
    Expenses
Paid During
Period2
    Ending
Account Value
(10/31/13)
    Expenses
Paid During
Period2
   
A   $ 1,000.00      $ 1,082.70      $ 4.46      $ 1,020.92      $ 4.33        0.85
B     1,000.00        1,078.10        8.38        1,017.14        8.13        1.60   
C     1,000.00        1,078.90        8.38        1,017.14        8.13        1.60   
R     1,000.00        1,081.80        5.77        1,019.66        5.60        1.10   
Y     1,000.00        1,084.00        3.15        1,022.18        3.06        0.60   
Investor     1,000.00        1,082.80        4.62        1,020.77        4.48        0.88   
R5     1,000.00        1,084.50        2.94        1,022.38        2.85        0.56   
R6     1,000.00        1,084.90        2.42        1,022.89        2.35        0.46   

 

1  The actual ending account value is based on the actual total return of the Fund for the period May 1, 2013 through October 31, 2013, after actual expenses and will differ from the hypothetical ending account value which is based on the Fund’s expense ratio and a hypothetical annual return of 5% before expenses.
2  Expenses are equal to the Fund’s annualized expense ratio as indicated above multiplied by the average account value over the period, multiplied by 365/365 to reflect the most recent fiscal half year.

 

22                         Invesco Diversified Dividend Fund


Approval of Investment Advisory and Sub-Advisory Contracts

 

The Board of Trustees (the Board) of AIM Equity Funds (Invesco Equity Funds) is required under the Investment Company Act of 1940, as amended, to approve annually the renewal of Invesco Diversified Dividend Fund’s (the Fund) investment advisory agreement with Invesco Advisers, Inc. (Invesco Advisers) and the Master Intergroup Sub-Advisory Contract for Mutual Funds (the sub-advisory contracts) with Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Limited, Invesco Australia Limited, Invesco Hong Kong Limited, Invesco Senior Secured Management, Inc. and Invesco Canada Ltd. (collectively, the Affiliated Sub-Advisers). During contract renewal meetings held on June 17-19, 2013, the Board as a whole, and the disinterested or “independent” Trustees, who comprise over 75% of the Board, voting separately, approved the continuance of the Fund’s investment advisory agreement and the sub-advisory contracts for another year, effective July 1, 2013. The Board determined that continuation of the Fund’s investment advisory agreement and the sub-advisory contracts are in the best interests of the Fund and its shareholders and the compensation payable to Invesco Advisers and the Affiliated Sub-Advisers under the agreements is fair and reasonable.

The Board’s Fund Evaluation Process

The Board’s Investments Committee has established three Sub-Committees, each of which is primarily responsible for overseeing the management of a number of the funds advised by Invesco Advisers (the Invesco Funds). The Sub-Committees meet throughout the year to review the performance of their assigned Invesco Funds, including reviewing materials prepared under the direction of the independent Senior Officer, an officer of the Invesco Funds who reports directly to the independent Trustees. Over the course of each year, the Sub-Committees meet with portfolio managers for their assigned Invesco Funds and other members of management to review the performance, investment objective(s), policies, strategies, limitations and investment risks of these funds. The Sub-Committees meet regularly and at designated contract renewal meetings each year to conduct a review of the performance, fees, expenses and other matters related to their assigned Invesco Funds. Each Sub-Committee recommends to the Investments Committee, which in turn recommends to the full Board, whether and on what terms to approve the continuance of each Invesco Fund’s investment advisory agreement and sub-advisory contracts for another year.

During the contract renewal process, the Trustees receive comparative performance and fee data regarding the Invesco Funds prepared by Invesco Advisers and Lipper Inc. (Lipper), an

independent provider of investment company data. The Trustees also receive an independent written evaluation from the Senior Officer. The Senior Officer’s evaluation is prepared as part of his responsibility to manage the process by which the Invesco Funds’ proposed management fees are negotiated during the annual contract renewal process to ensure they are negotiated in a manner that is at arms’ length and reasonable. The independent Trustees are assisted in their annual evaluation of the Fund’s investment advisory agreement by the Senior Officer and by independent legal counsel. In addition to meetings with Invesco Advisers and fund counsel, the independent Trustees also discuss the continuance of the investment advisory agreement and sub-advisory contracts in separate sessions with the Senior Officer and with independent legal counsel.

In evaluating the fairness and reasonableness of compensation under the Fund’s investment advisory agreement and sub-advisory contracts, the Board considered, among other things, the factors discussed below. The Trustees recognized that the advisory fee rates for the Invesco Funds are, in many cases, the result of years of review and negotiation between the Trustees and Invesco Advisers as well as advisory fees previously approved by different predecessor boards. The Trustees’ deliberations and conclusions in a particular year may be based in part on their deliberations and conclusions regarding these same arrangements throughout the year and in prior years. The Trustees’ review and conclusions are based on the comprehensive consideration of all information presented to them and are not the result of any single determinative factor. Moreover, one Trustee may have weighed a particular piece of information or factor differently than another Trustee.

The discussion below serves as the Senior Officer’s independent written evaluation with respect to the Fund’s investment advisory agreement as well as a discussion of the material factors and related conclusions that formed the basis for the Board’s approval of the Fund’s investment advisory agreement and sub-advisory contracts. Unless otherwise stated, this information is current as of June 19, 2013, and may not reflect consideration of factors that became known to the Board after that date, including, for example, changes to the Fund’s performance, advisory fees, expense limitations and/or fee waivers.

Factors and Conclusions and Summary of Independent Written Fee Evaluation

A. Nature, Extent and Quality of Services Provided by Invesco Advisers and the Affiliated Sub-Advisers

The Board reviewed the advisory services provided to the Fund by Invesco Advisers under

the Fund’s investment advisory agreement, the performance of Invesco Advisers in providing these services, and the credentials and experience of the officers and employees of Invesco Advisers who provide these services, including the Fund’s portfolio manager or managers, with whom the Sub-Committees met during the year. The Board’s review of the qualifications of Invesco Advisers to provide advisory services included the Board’s consideration of Invesco Advisers’ investment process oversight, independent credit analysis and investment risk management.

In determining whether to continue the Fund’s investment advisory agreement, the Board considered the benefits of reapproving an existing relationship and the greater uncertainty that may be associated with entering into a new relationship. The Board also considered non-advisory services that Invesco Advisers and its affiliates provide to the Invesco Funds such as various back office support functions, equity and fixed income trading operations, internal audit, distribution and legal and compliance. The Board concluded that the nature, extent and quality of the services provided to the Fund by Invesco Advisers are appropriate and satisfactory and consistent with the terms of the Fund’s investment advisory agreement.

The Board reviewed the services that may be provided by the Affiliated Sub-Advisers under the sub-advisory contracts and the credentials and experience of the officers and employees of the Affiliated Sub-Advisers who provide these services. The Board noted that the Affiliated Sub-Advisers have offices and personnel that are located in financial centers around the world. As a result, the Affiliated Sub-Advisers can provide research and investment analysis on the markets and economies of various countries in which the Fund may invest, make recommendations regarding securities and assist with security trades. The Board concluded that the sub-advisory contracts benefit the Fund and its shareholders by permitting Invesco Advisers to use the resources and talents of the Affiliated Sub-Advisers in managing the Fund. The Board concluded that the nature, extent and quality of the services that may be provided by the Affiliated Sub-Advisers are appropriate and satisfactory and consistent with the terms of the Fund’s sub-advisory contracts.

B. Fund Performance

The Board considered Fund performance as a relevant factor in considering whether to approve the investment advisory agreement. The Board did not view Fund performance as a relevant factor in considering whether to approve the sub-advisory contracts for the Fund, as no Affiliated Sub-Adviser currently manages assets of the Fund.

The Board compared the Fund’s performance during the past one, three and five calendar

 

 

23                         Invesco Diversified Dividend Fund


years to the performance of funds in the Lipper performance universe and against the Lipper Large-Cap Value Funds Index. The Board noted that performance of Class A shares of the Fund was in the second quintile of the performance universe for the one year period and the first quintile for the three and five year periods (the first quintile being the best performing funds and the fifth quintile being the worst performing funds). The Board noted that the Fund’s performance was above the performance of the Index for the one, three and five year periods. The Trustees also reviewed more recent Fund performance and this review did not change their conclusions.

C. Advisory and Sub-Advisory Fees

The Board compared the Fund’s contractual management fee rate to the contractual management fee rates of funds in the Fund’s Lipper expense group at a common asset level. The Board noted that the contractual management fee for Class A shares of the Fund was below the median contractual advisory fee rate of funds in the expense group. The Board noted that the term “contractual management fee” may include both advisory and certain administrative services fees and that Invesco Advisers does not charge the Invesco Funds for the administrative services included in the term as defined by Lipper. The Board also reviewed the methodology used by Lipper in providing expense group information, which includes using each fund’s contractual management fee schedule (including any applicable breakpoints) as reported in the most recent prospectus or statement of additional information for each fund in the expense group.

The Board also compared the Fund’s effective advisory fee rate (the advisory fee rate after advisory fee waivers and before other expense limitations/waivers) to the effective advisory fee rates of other mutual funds advised by Invesco Advisers and its affiliates with investment strategies comparable to those of the Fund. The Board noted that the Fund’s effective advisory fee rate was below the effective advisory fee rate of one mutual fund with investment strategies comparable to those of the Fund, but was above the internal sub-adviser rate of an off-shore fund sub-advised by Invesco Advisers.

Other than the funds described above, the Board noted that Invesco Advisers and its affiliates do not advise other funds or client accounts with investment strategies comparable to those of the Fund.

The Board also considered the services that may be provided by the Affiliated Sub-Advisers pursuant to the sub-advisory contracts, as well as the fees payable by Invesco Advisers to the Affiliated Sub-Advisers pursuant to the sub-advisory contracts. The Board also noted that the sub-advisory fees are not paid directly by the Fund, but rather, are payable by Invesco Advisers to the Affiliated Sub-Advisers.

Based upon the information and considerations described above, the Board concluded that the compensation payable to

Invesco Advisers and the Affiliated Sub-Advisers is fair and reasonable.

D. Economies of Scale and Breakpoints

The Board considered the extent to which there are economies of scale in the provision of advisory services to the Fund. The Board also considered whether the Fund benefits from economies of scale through contractual breakpoints in the Fund’s advisory fee schedule and was assisted in this review by a report from the Senior Officer. The Board also noted that the Fund shares directly in economies of scale through lower fees charged by third party service providers based on the combined size of the Invesco Funds and other clients advised by Invesco Advisers.

E. Profitability and Financial Resources

The Board reviewed information from Invesco Advisers concerning the costs of the advisory and other services that Invesco Advisers and its affiliates provide to the Fund and the profitability of Invesco Advisers and its affiliates in providing these services for the year ended December 31, 2012. The Board received information from Invesco Advisers about the methodology used to prepare the profitability information. The Board considered the profitability of Invesco Advisers in managing the Fund and the Invesco Funds. The Board noted that Invesco Advisers continues to operate at a net profit from services Invesco Advisers and its subsidiaries provide to the Invesco Funds and the Fund. The Board did not deem the level of profits realized by Invesco Advisers and its affiliates from providing services to the Fund to be excessive given the nature, quality and extent of the services provided to the Invesco Funds. The Board received and accepted information from Invesco Advisers demonstrating that Invesco Advisers and each Affiliated Sub-Adviser are financially sound and have the resources necessary to perform their obligations under the investment advisory agreement and sub-advisory contracts.

F. Collateral Benefits to Invesco Advisers and its Affiliates

The Board considered various other benefits received by Invesco Advisers and its affiliates from the relationship with the Fund, including the fees received for their provision of transfer agency and distribution services to the Fund. The Board considered comparative information regarding fees charged for these services, including information provided by Lipper and other independent sources. The Board considered the performance of Invesco Advisers and its affiliates in providing these services and the organizational structure employed to provide these services. The Board also considered that these services are provided to the Fund pursuant to written contracts that are reviewed and approved on an annual basis by the Board; that the services are required for the operation of the Fund; that Invesco Advisers and its affiliates can provide services, the nature and quality of which are at least equal to those provided by others offering the same or similar services; and that the fees for such

services are fair and reasonable in light of the usual and customary charges by others for services of the same nature and quality.

The Board considered the benefits realized by Invesco Advisers and the Affiliated Sub-Advisers as a result of portfolio brokerage transactions executed through “soft dollar” arrangements. The Board noted that soft dollar arrangements shift the payment obligation for research services from Invesco Advisers and the Affiliated Sub-Advisers to the Invesco Funds and that the research received may be used with other clients of Invesco Advisers and may reduce Invesco Advisers’ and the Affiliated Sub-Advisers’ expenses. The Board also considered periodic reports from the Chief Compliance Officer of the Invesco Funds demonstrating that these arrangements are consistent with regulatory requirements. The Board did not deem the soft dollar arrangements to be inappropriate.

The Board considered that the Fund’s uninvested cash and cash collateral from any securities lending arrangements may be invested in money market funds advised by Invesco Advisers pursuant to procedures approved by the Board. The Board noted that Invesco Advisers receives advisory fees from these affiliated money market funds attributable to such investments, although Invesco Advisers has contractually agreed to waive through varying periods the advisory fees payable by the Invesco Funds. The waiver is in an amount equal to 100% of the net advisory fee Invesco Advisers receives from the affiliated money market funds with respect to the Fund’s investment in the affiliated money market funds of uninvested cash, but not cash collateral. The Board concluded that the Fund’s investment of uninvested cash and cash collateral from any securities lending arrangements in the affiliated money market funds is in the best interests of the Fund and its shareholders.

The Board also considered use of an affiliated broker to execute certain trades for the Fund to among other things, control information leakage, and were advised that such trades are executed in compliance with rules under the Investment Company Act of 1940, as amended.

 

 

24                         Invesco Diversified Dividend Fund


Tax Information

Form 1099-DIV, Form 1042-S and other year–end tax information provide shareholders with actual calendar year amounts that should be included in their tax returns. Shareholders should consult their tax advisors.

The following distribution information is being provided as required by the Internal Revenue Code or to meet a specific state’s requirement.

The Fund designates the following amounts or, if subsequently determined to be different, the maximum amount allowable for its fiscal year ended October 31, 2013:

 

Federal and State Income Tax

 

Long-Term Capital Gain Distributions

  $ 73,443,105   

Qualified Dividend Income*

    100

Corporate Dividends Received Deduction*

    100

 

  * The above percentages are based on ordinary income dividends paid to shareholders during the Fund’s fiscal year.

 

25                         Invesco Diversified Dividend Fund


Trustees and Officers

 

The address of each trustee and officer is AIM Equity Funds (Invesco Equity Funds) (the “Trust”), 11 Greenway Plaza, Suite 1000, Houston, Texas 77046-1173. 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.

 

Name, Year of Birth and

Position(s) Held with the Trust

 

Trustee and/

or Officer Since

 

Principal Occupation(s)

During Past 5 Years

  Number of
Funds in Fund
Complex
Overseen by
Trustee
 

Other Directorship(s)

Held by Trustee During

Past 5 Years

Interested Persons                
Martin L. Flanagan1 — 1960 Trustee   2007  

Executive Director, Chief Executive Officer and President, Invesco Ltd. (ultimate parent of Invesco and a global investment management firm); Advisor to the Board, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.); Trustee, The Invesco Funds; Vice Chair, Investment Company Institute; and Member of Executive Board, SMU Cox School of Business

 

Formerly: Chairman and Chief Executive Officer, Invesco Advisers, Inc. (registered investment adviser); Director, Chairman, Chief Executive Officer and President, IVZ Inc. (holding company), INVESCO Group Services, Inc. (service provider) and Invesco North American Holdings, Inc. (holding company); Director, Chief Executive Officer and President, Invesco Holding Company Limited (parent of Invesco 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)

  117   None
Philip A. Taylor2 — 1954 Trustee, President and Principal Executive Officer   2006  

Head of North American Retail and Senior Managing Director, Invesco Ltd.; Director, Co-Chairman, Co-President and Co-Chief Executive Officer, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Director, Chairman, Chief Executive Officer and President, Invesco Management Group, Inc. (formerly known as Invesco Aim Management Group, Inc.) (financial services holding company); Director and President, INVESCO Funds Group, Inc. (registered investment adviser and registered transfer agent); Director and Chairman, Invesco Investment Services, Inc. (formerly known as Invesco Aim Investment Services, Inc.) (registered transfer agent) and IVZ Distributors, Inc. (formerly known as INVESCO Distributors, Inc.) (registered broker dealer); Director, President and Chairman, Invesco Inc. (holding company) and Invesco Canada Holdings Inc. (holding company); Chief Executive Officer, Invesco Corporate Class Inc. (corporate mutual fund company) and Invesco Canada Fund Inc. (corporate mutual fund company); Director, Chairman and Chief Executive Officer, Invesco Canada Ltd. (formerly known as Invesco Trimark Ltd./Invesco Trimark Ltèe) (registered investment adviser and registered transfer agent); Trustee, President and Principal Executive Officer, The Invesco Funds (other than AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust) and Short-Term Investments Trust); Trustee and Executive Vice President, The Invesco Funds (AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust) and Short-Term Investments Trust only); Director, Invesco Investment Advisers LLC (formerly known as Van Kampen Asset Management); Director, Chief Executive Officer and President, Van Kampen Exchange Corp.

 

Formerly: Director and Chairman, Van Kampen Investor Services Inc.: Director, Chief Executive Officer and President, 1371 Preferred Inc. (holding company); and Van Kampen Investments Inc.; Director and President, AIM GP Canada Inc. (general partner for limited partnerships); and Van Kampen Advisors, Inc.; Director and Chief Executive Officer, Invesco Trimark Dealer Inc. (registered broker dealer); Director, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.) (registered broker dealer); Manager, Invesco PowerShares Capital Management LLC; Director, Chief Executive Officer and President, Invesco Advisers, Inc.; Director, Chairman, Chief Executive Officer and President, Invesco Aim Capital Management, Inc.; President, Invesco Trimark Dealer Inc. and Invesco Trimark Ltd./Invesco Trimark Ltèe; Director and President, AIM Trimark Corporate Class Inc. and AIM Trimark Canada Fund Inc.; 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 Invesco Funds (AIM Treasurer’s Series Trust (Invesco 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.

  117   None

Wayne W. Whalen3 — 1939

Trustee

  2010   Of Counsel, and prior to 2010, partner in the law firm of Skadden, Arps, Slate, Meagher & Flom LLP, legal counsel to certain funds in the Fund Complex   130   Director of the Mutual Fund Directors Forum, a nonprofit membership organization for investment directors; Chairman and Director of the Abraham Lincoln Presidential Library Foundation; and Director of the Stevenson Center for Democracy
1  Mr. Flanagan is considered an interested person of the Trust because he is an officer of the adviser to the Trust, and an officer and a director of Invesco Ltd., ultimate parent of the adviser to the Trust.
2  Mr. Taylor is considered an interested person of the Trust because he is an officer and a director of the adviser to, and a director of the principal underwriter of, the Trust.
3  Mr. Whalen is considered an “interested person” (within the meaning of Section 2(a)(19) of the 1940 Act) of certain Funds in the Invesco Fund Complex because he and his firm currently provide legal services as legal counsel to such Funds.

 

T-1                         Invesco Diversified Dividend Fund


Trustees and Officers—(continued)

 

Name, Year of Birth and

Position(s) Held with the Trust

 

Trustee and/

or Officer Since

 

Principal Occupation(s)

During Past 5 Years

 

Number of

Funds in Fund

Complex

Overseen by

Trustee

 

Other Directorship(s)

Held by Trustee During

Past 5 Years

Independent Trustees                

Bruce L. Crockett — 1944

Trustee and Chair

  1993  

Chairman, Crockett Technologies Associates (technology consulting company)

 

Formerly: Director, Captaris (unified messaging provider); Director, President and Chief Executive Officer COMSAT Corporation; and Chairman, Board of Governors of INTELSAT (international communications company)

  117   ACE Limited (insurance company); Investment Company Institute

David C. Arch — 1945

Trustee

  2010  

Chairman and Chief Executive Officer of Blistex Inc., (consumer health care products manufacturer)

 

Formerly: Member of the Heartland Alliance Advisory Board, a nonprofit organization serving human needs based in Chicago

  130   Board member of the Illinois Manufacturers’ Association; Member of the Board of Visitors, Institute for the Humanities, University of Michigan

Frank S. Bayley — 1939

Trustee

  2001  

Retired

 

Formerly: Director, Badgley Funds, Inc. (registered investment company) (2 portfolios) and General Partner and Of Counsel, law firm of Baker & McKenzie, LLP

  117   Director and Chairman, C.D. Stimson Company (a real estate investment company); Trustee and Overseer, The Curtis Institute of Music

James T. Bunch — 1942

Trustee

  2003  

Managing Member, Grumman Hill Group LLC (family office private equity management)

 

Formerly: Founder, Green, Manning & Bunch Ltd. (investment banking firm)(1988-2010); Executive Committee, United States Golf Association; and Director, Policy Studies, Inc. and Van Gilder Insurance Corporation

  117   Chairman, Board of Governors, Western Golf Association; Chairman-elect, Evans Scholars Foundation; and Director, Denver Film Society

Rodney F. Dammeyer — 1940

Trustee

  2010  

Chairman of CAC, LLC, (private company offering capital investment and management advisory services)

 

Formerly: Prior to 2001, Managing Partner at Equity Group Corporate Investments; Prior to 1995, Chief Executive Officer of Itel Corporation (formerly Anixter International); Prior to 1985, experience includes Senior Vice President and Chief Financial Officer of Household International, Inc., Executive Vice President and Chief Financial Officer of Northwest Industries, Inc. and Partner of Arthur Andersen & Co.; From 1987 to 2010, Director/Trustee of investment companies in the Van Kampen Funds complex

  117   Director of Quidel Corporation and Stericycle, Inc.; Prior to May 2008, Trustee of The Scripps Research Institute; Prior to February 2008, Director of Ventana Medical Systems, Inc.

Albert R. Dowden — 1941

Trustee

  2000  

Director of a number of public and private business corporations, including the Boss Group, Ltd. (private investment and management); and Reich & Tang Funds (5 portfolios) (registered investment company)

 

Formerly: Director, Homeowners of America Holding Corporation/Homeowners of America Insurance Company (property casualty company); Director, Continental Energy Services, LLC (oil and gas pipeline service); Director, CompuDyne Corporation (provider of product and services to the public security market) and Director, Annuity and Life Re (Holdings), Ltd. (reinsurance company); Director, President and Chief Executive Officer, Volvo Group North America, Inc.; Senior Vice President, AB Volvo; Director of various public and private corporations; Chairman, DHJ Media, Inc.; Director, Magellan Insurance Company; and Director, The Hertz Corporation, Genmar Corporation (boat manufacturer), National Media Corporation; Advisory Board of Rotary Power International (designer, manufacturer, and seller of rotary power engines); and Chairman, Cortland Trust, Inc. (registered investment company)

  117   Director of Nature’s Sunshine Products, Inc.

Jack M. Fields — 1952

Trustee

  1997  

Chief Executive Officer, Twenty First Century Group, Inc. (government affairs company); Owner and Chief Executive Officer, Dos Angeles Ranch, L.P. (cattle, hunting, corporate entertainment); and Discovery Global Education Fund (non-profit)

 

Formerly: Chief Executive Officer, Texana Timber LP (sustainable forestry company); Director of Cross Timbers Quail Research Ranch (non-profit); and member of the U.S. House of Representatives

  117   Insperity, Inc. (formerly known as Administaff)

Prema Mathai-Davis — 1950

Trustee

  1998  

Retired

 

Formerly: Chief Executive Officer, YWCA of the U.S.A.

  117   None

Larry Soll  — 1942

Trustee

  2003  

Retired

 

Formerly: Chairman, Chief Executive Officer and President, Synergen Corp. (a biotechnology company)

  117   None

Hugo F. Sonnenschein — 1940

Trustee

  2010  

Distinguished Service Professor and President Emeritus of the University of Chicago and the Adam Smith Distinguished Service Professor in the Department of Economics at the University of Chicago

 

Formerly: President of the University of Chicago

  130   Trustee of the University of Rochester and a member of its investment committee. Member of the National Academy of Sciences, the American Philosophical Society and a fellow of the American Academy of Arts and Sciences

 

T-2                         Invesco Diversified Dividend Fund


Trustees and Officers—(continued)

 

Name, Year of Birth and

Position(s) Held with the Trust

 

Trustee and/

or Officer Since

 

Principal Occupation(s)

During Past 5 Years

 

Number of

Funds in Fund

Complex

Overseen by

Trustee

 

Other Directorship(s)

Held by Trustee During

Past 5 Years

Independent Trustees—(continued)

Raymond Stickel, Jr. — 1944

Trustee

  2005  

Retired

 

Formerly: Director, Mainstay VP Series Funds, Inc. (25 portfolios) and Partner, Deloitte & Touche

  117   None
Other Officers                

Russell C. Burk — 1958

Senior Vice President and Senior Officer

  2005   Senior Vice President and Senior Officer, The Invesco Funds   N/A   N/A

John M. Zerr — 1962

Senior Vice President, Chief Legal Officer and Secretary

  2006  

Director, Senior Vice President, Secretary and General Counsel, Invesco Management Group, Inc. (formerly known as Invesco Aim Management Group, Inc.) and Van Kampen Exchange Corp.; Senior Vice President, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Senior Vice President and Secretary, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.); Director, Vice President and Secretary, Invesco Investment Services, Inc. (formerly known as Invesco Aim Investment Services, Inc.) and IVZ Distributors, Inc. (formerly known as INVESCO Distributors, Inc.); Director and Vice President, INVESCO Funds Group, Inc.; Senior Vice President, Chief Legal Officer and Secretary, The Invesco Funds; Manager, Invesco PowerShares Capital Management LLC; Director, Secretary and General Counsel, Invesco Investment Advisers LLC (formerly known as Van Kampen Asset Management); Secretary and General Counsel, Invesco Capital Markets, Inc. (formerly known as Van Kampen Funds Inc.) and Chief Legal Officer, PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Fund Trust II, PowerShares India Exchange-Traded Fund Trust and PowerShares Actively Managed Exchange-Traded Fund Trust

 

Formerly: Director and Vice President, Van Kampen Advisors Inc.; Director, Vice President, Secretary and General Counsel, Van Kampen Investor Services Inc.; Director, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.); Director, Senior Vice President, General Counsel and Secretary, Invesco Aim Advisers, Inc. and Van Kampen Investments Inc.; Director, Vice President and Secretary, Fund Management Company; Director, Senior Vice President, Secretary, General Counsel and Vice President, Invesco Aim Capital Management, Inc.; Chief Operating Officer and General Counsel, Liberty Ridge Capital, Inc. (an investment adviser); Vice President and Secretary, PBHG Funds (an investment company) and 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) and 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)

  N/A   N/A

Karen Dunn Kelley — 1960

Vice President

  2004  

Senior Managing Director, Investments; Director, Co-President, Co-Chief Executive Officer, and Co-Chairman, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Chairman, Invesco Senior Secured Management, Inc.; Senior Vice President, Invesco Management Group, Inc. (formerly known as Invesco Aim Management Group, Inc.); Executive Vice President, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.); Director, Invesco Mortgage Capital Inc., and Invesco Management Company Limited; Director and President, INVESCO Asset Management (Bermuda) Ltd., Vice President, The Invesco Funds (other than AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust) and Short-Term Investments Trust); and President and Principal Executive Officer, The Invesco Funds (AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust) and Short-Term Investments Trust only)

 

Formerly: Director, INVESCO Global Asset Management Limited and INVESCO Management S.A.; Senior Vice President, Van Kampen Investments Inc. and Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Vice President, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.); Director of Cash Management and Senior Vice President, Invesco Advisers, Inc. and Invesco Aim Capital Management, Inc.; President and Principal Executive Officer, Tax-Free Investments Trust; Director and President, Fund Management Company; Chief Cash Management Officer, Director of Cash Management, Senior Vice President, and Managing Director, Invesco Aim Capital Management, Inc.; Director of Cash Management, Senior Vice President, and Vice President, Invesco Advisers, Inc. and The Invesco Funds (AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust), Short-Term Investments Trust and Tax-Free Investments Trust only)

  N/A   N/A

 

T-3                         Invesco Diversified Dividend Fund


Trustees and Officers—(continued)

 

Name, Year of Birth and

Position(s) Held with the Trust

 

Trustee and/

or Officer Since

 

Principal Occupation(s)

During Past 5 Years

 

Number of

Funds in Fund

Complex

Overseen by

Trustee

 

Other Directorship(s)

Held by Trustee During

Past 5 Years

Other Officers—(continued)                

Sheri Morris — 1964

Vice President, Treasurer and Principal Financial Officer

  1999  

Vice President, Treasurer and Principal Financial Officer, The Invesco Funds; Vice President, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); and Vice President, PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Fund Trust II, PowerShares India Exchange-Traded Fund Trust and PowerShares Actively Managed Exchange-Traded Fund Trust

 

Formerly: Vice President, Invesco Aim Advisers, Inc., Invesco Aim Capital Management, Inc. and Invesco Aim Private Asset Management, Inc.; Assistant Vice President and Assistant Treasurer, The Invesco Funds and Assistant Vice President, Invesco Advisers, Inc., Invesco Aim Capital Management, Inc. and Invesco Aim Private Asset Management, Inc.; and Treasurer, PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Fund Trust II, PowerShares India Exchange-Traded Fund Trust and PowerShares Actively Managed Exchange-Traded Fund Trust

  N/A   N/A

Crissie M. Wisdom — 1969

Anti-Money Laundering Compliance Officer

  2013   Anti-Money Laundering Compliance Officer, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser), Invesco Capital Markets, Inc. (formerly known as Van Kampen Funds Inc.), Invesco Distributors, Inc., Invesco Investment Services, Inc., Invesco Management Group, Inc., Van Kampen Exchange Corp., The Invesco Funds, Invesco Funds (Chicago), and PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Fund Trust II, PowerShares India Exchange-Traded Fund Trust, and PowerShares Actively Managed Exchange-Traded Fund Trust; and Fraud Prevention Manager and Controls and Risk Analysis Manager for Invesco Investment Services, Inc.   N/A   N/A

Todd L. Spillane — 1958

Chief Compliance Officer

  2006  

Senior Vice President, Invesco Management Group, Inc. (formerly known as Invesco Aim Management Group, Inc.) and Van Kampen Exchange Corp.; Senior Vice President and Chief Compliance Officer, Invesco Advisers, Inc. (registered investment adviser) (formerly known as Invesco Institutional (N.A.), Inc.); Chief Compliance Officer, The Invesco Funds; Vice President, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.) and Invesco Investment Services, Inc. (formerly known as Invesco Aim Investment Services, Inc.)

 

Formerly: Chief Compliance Officer, Invesco Funds (Chicago); Senior Vice President, Van Kampen Investments Inc.; Senior Vice President and Chief Compliance Officer, Invesco Aim Advisers, Inc. and Invesco Aim Capital Management, Inc.; Chief Compliance Officer, INVESCO Private Capital Investments, Inc. (holding company), Invesco Private Capital, Inc. (registered investment adviser), Invesco Global Asset Management (N.A.), Inc., Invesco Senior Secured Management, Inc. (registered investment adviser), Van Kampen Investor Services Inc., PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Fund Trust II, PowerShares India Exchange-Traded Fund Trust and PowerShares Actively Managed Exchange-Traded Fund Trust; and Vice President, Invesco Aim Capital Management, Inc. and Fund Management Company

  N/A   N/A

The Statement of Additional Information of the Trust includes additional information about the Fund’s Trustees and is available upon request, without charge, by calling 1.800.959.4246. Please refer to the Fund’s prospectus for information on the Fund’s sub-advisers.

 

Office of the Fund

11 Greenway Plaza, Suite 1000

Houston, TX 77046-1173

 

Investment Adviser

Invesco Advisers, Inc.

1555 Peachtree Street, N.E.

Atlanta, GA 30309

 

Distributor

Invesco Distributors, Inc.

11 Greenway Plaza, Suite 1000

Houston, TX 77046-1173

 

Auditors

PricewaterhouseCoopers LLP

1201 Louisiana Street, Suite 2900

Houston, TX 77002-5678

     

Counsel to the Fund

Stradley Ronon Stevens & Young, LLP

2005 Market Street, Suite 2600

Philadelphia, PA 19103-7018

 

Counsel to the Independent Trustees

Goodwin Procter LLP

901 New York Avenue, N.W.

Washington, D.C. 20001

 

Transfer Agent

Invesco Investment Services, Inc.

11 Greenway Plaza, Suite 1000

Houston, TX 77046-1173

 

Custodian

State Street Bank and Trust Company

225 Franklin Street

Boston, MA 02110-2801

 

T-4                         Invesco Diversified Dividend Fund


 

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Invesco mailing information

Send general correspondence to Invesco Investment Services, Inc., P.O. Box 219078, Kansas City, MO 64121-9078.

 

 

Invesco privacy policy

You share personal and financial information with us that is necessary for your transactions and your account records. We take very seriously the obligation to keep that information confidential and private.

    Invesco collects nonpublic personal information about you from account applications or other forms you complete and from your transactions with us or our affiliates. We do not disclose information about you or our former customers to service providers or other third parties except to the extent necessary to service your account and in other limited circumstances as permitted by law. For example, we use this information to facilitate the delivery of transaction confirmations, financial reports, prospectuses and tax forms.

    Even within Invesco, only people involved in the servicing of your accounts and compliance monitoring have access to your information. To ensure the highest level of confidentiality and security, Invesco maintains physical, electronic and procedural safeguards that meet or exceed federal standards. Special measures, such as data encryption and authentication, apply to your communications with us on our website. More detail is available to you at invesco.com/privacy.

 

 

Important notice regarding delivery of security holder documents

To reduce Fund expenses, only one copy of most shareholder documents may be mailed to shareholders with multiple accounts at the same address (Householding). Mailing of your shareholder documents may be householded indefinitely unless you instruct us otherwise. If you do not want the mailing of these documents to be combined with those for other members of your household, please contact Invesco Investment Services, Inc. at 800 959 4246 or contact your financial institution. We will begin sending you individual copies for each account within 30 days after receiving your request.

 

 

Fund holdings and proxy voting information

The Fund provides a complete list of its holdings four times in each fiscal year, at the quarter ends. For the second and fourth quarters, the lists appear in the Fund’s semiannual and annual reports to shareholders. For the first and third quarters, the Fund files the lists with the Securities and Exchange Commission (SEC) on Form N-Q. The most recent list of portfolio holdings is available at invesco.com/completeqtrholdings. Shareholders can also look up the Fund’s Forms N-Q on the SEC website at sec.gov. Copies of the Fund’s Forms N-Q may be reviewed and copied at the SEC Public Reference Room in Washington, D.C. You can obtain information on the operation of the Public Reference Room, including information about duplicating fee charges, by calling 202 551 8090 or 800 732 0330, or by electronic request at the following email address: publicinfo@sec.gov. The SEC file numbers for the Fund are shown below.

    A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available without charge, upon request, from our Client Services department at 800 959 4246 or at invesco.com/proxyguidelines. The information is also available on the SEC website, sec.gov.

    Information regarding how the Fund voted proxies related to its portfolio securities during the most recent 12-month period ended June 30 is available at invesco.com/proxysearch. The information is also available on the SEC website, sec.gov.

    Invesco Advisers, Inc. is an investment adviser; it provides investment advisory services to individual and institutional clients and does not sell securities. Invesco Distributors, Inc. is the US distributor for Invesco Ltd.’s retail mutual funds, exchange-traded funds and institutional money market funds. Both are wholly owned, indirect subsidiaries of Invesco Ltd.

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SEC file numbers: 811-01424 and 002-25469

               DDI-AR-1        Invesco Distributors, Inc.


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Annual Report to Shareholders                                  October 31, 2013

 

 

 

Invesco Summit Fund

 

  Nasdaq:
  A: ASMMX ¡ B: BSMMX  ¡ C: CSMMX ¡ P: SMMIX ¡ S: SMMSX ¡ Y: ASMYX ¡ R5: SMITX

 

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Letters to Shareholders

 

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Philip Taylor

   

Dear Shareholders:

Enclosed in this annual report, you’ll find information about your Fund and the factors that affected its performance during the reporting period. Inside, you’ll also find a discussion from your portfolio managers about how they managed your Fund, as well as performance data for your Fund, a complete list of your Fund’s investments as of the close of the reporting period and other important information. I hope you find this report of interest.

    During the reporting period covered by this report, major US equity indexes made multiyear or even all-time highs.1 Economic data were generally positive; housing and consumer spending data were particularly encouraging. Nonetheless, economic uncertainty and concern about continuing political and budget gridlock in Washington persisted. The US Federal Reserve’s deliberate vagueness about when, and to what degree, it might begin to curtail

 

its extraordinarily accommodative monetary policies affected fixed income and equity markets alike. Most developed, non-US stock markets remained positive for the first half of 2013, despite a difficult second quarter.

    Periods of market volatility and economic uncertainty can weaken the will of even the most resolute investor. That’s why Invesco believes it’s often helpful to work with a skilled and trusted financial adviser who can emphasize the importance of adhering to an investment plan designed to achieve long-term goals rather than being sidetracked by short-term uncertainty that can result in inaction. A financial adviser who is familiar with your individual financial situation, investment goals and risk tolerance can be an invaluable partner as you work toward your financial goals. He or she can provide insight and perspective when markets are volatile; encouragement and reassurance when times are uncertain; and advice and guidance when your financial situation or investment goals change.

    Our website, invesco.com/us, is another source of timely insight and information for investors. On the website, you’ll find fund-specific as well as more general information from many of Invesco’s investment professionals. You’ll find in-depth articles, video clips and audio commentaries – and, of course, you also can access information about your Invesco account whenever it’s convenient for you.

What we mean by Intentional Investing

At Invesco, all of our people and all of our resources are dedicated to helping investors achieve their financial objectives. It’s a philosophy we call Intentional Investing, and it guides the way we:

  n   Manage investments – Our dedicated investment professionals search the world for the best opportunities, and each investment team follows a clear, disciplined process to build portfolios and mitigate risk.
  n   Provide choices – We offer multiple investment strategies, allowing you and your financial adviser to build a portfolio that’s purpose-built for your needs.
  n   Connect with you – We’re committed to giving you the expert insights you need to make informed investing decisions, and we are well-equipped to provide high-quality support for investors and advisers.

    At Invesco, we believe in putting investors first. That’s why investment management is all we do. Our sole focus on managing your money allows you and your financial adviser to build a portfolio of Invesco funds appropriate for your investment needs and goals today and when your circumstances change.

Have questions?

For questions about your account, feel free to contact an Invesco client services representative at 800 959 4246. For Invesco-related questions or comments, please email me directly at phil@invesco.com.

    All of us at Invesco look forward to serving your investment management needs for many years to come. Thank you for investing with us.

Sincerely,

 

LOGO

Philip Taylor

Senior Managing Director, Invesco Ltd.

 

1   Source: Reuters

 

2                                 Invesco Summit Fund


LOGO

Bruce Crockett

   

Dear Fellow Shareholders:

The Invesco Funds Board has worked on a variety of issues over the last several months, and I’d like to take this opportunity to discuss two that affect you and our fellow fund shareholders.

    The first issue on which your Board has been working is our annual review of the funds’ advisory and sub-advisory contracts with Invesco Advisers and its affiliates. This annual review, which is required by the Investment Company Act of 1940, focuses on the nature and quality of the services Invesco provides as adviser to the Invesco Funds and the reasonableness of the fees that it charges for those services. Each year, we spend months reviewing detailed information that we request from Invesco that allows us to evaluate its services and fees. We also use information from many independent sources, including materials provided by the independent Senior Officer of the Invesco Funds, who reports

 

directly to the independent Trustees on the Board. Additionally, we meet with independent legal counsel and review performance and fee data prepared by Lipper Inc., an independent, third-party firm widely recognized as a leader in its field.

    I’m pleased to report that the Board determined in June that renewing the investment advisory agreement and the sub-advisory contracts with Invesco Advisers and its affiliates would serve the best interests of each fund and its shareholders.

    The second area of focus to highlight is the Board’s efforts to ensure that we provide a lineup of funds that allow financial advisers to build portfolios that meet shareholders’ changing financial needs and goals. Today, more and more investors are reaching, or approaching, retirement. But interest rates remain low, making it difficult for many investors to generate the income they need, or will soon need, in their retirement years.

    The members of your Board think about these things, too, and we’ve worked with Invesco Advisers to provide more income-generating options in the Invesco Funds lineup to help shareholders potentially meet their income needs. Your Board recently approved changes to three existing equity mutual funds, increasing their focus on generating income while also seeking to provide long-term growth of capital.

    As a result of these changes, the funds and their respective management teams now have more flexibility to invest in the types of securities that could meet investors’ growing need for income generation, and in some cases, also help investors diversify their sources of income. These equity funds complement an array of fixed-income, asset allocation and alternative investment options in the Invesco Funds lineup designed to accommodate a variety of risk tolerances.

    Be assured that your Board will continue working on behalf of fund shareholders, keeping your needs and interests uppermost in our minds.

    As always, please contact me at bruce@brucecrockett.com with any questions or concerns you may have. On behalf of the Board, we look forward to continuing to represent your interests and serving your needs.

Sincerely,

 

LOGO

Bruce L. Crockett

Independent Chair

Invesco Funds Board of Trustees

 

3                                 Invesco Summit Fund


 

Management’s Discussion of Fund Performance

 

 

Performance summary

For the fiscal year ended October 31, 2013, Invesco Summit Fund, at net asset value (NAV), had solid positive returns and outperformed its style-specific benchmark, the Russell 1000 Growth Index.

    On July 22, 2013, Ido Cohen was added as portfolio manager to Invesco Summit Fund, replacing Ryan Amerman. He and lead manager Erik Voss comprise the Fund’s management team.

    Your Fund’s long-term performance appears later in this report.

 

 

Fund vs. Indexes

Total returns, 10/31/12 to 10/31/13, at net asset value (NAV). Performance shown does not include applicable contingent deferred sales charges (CDSC) or front-end sales charges, which would have reduced performance.

 

Class A Shares       29.68 %
Class B Shares       28.65  
Class C Shares       28.72  
Class P Shares       29.84  
Class S Shares       29.74  
Class Y Shares       29.90  
Class R5 Shares       30.05  
S&P 500 Index (Broad Market Index)       27.18  
Russell 1000 Growth Indexn (Style-Specific Index)       28.30  
Lipper Multi-Cap Growth Funds Index¨ (Peer Group Index)       32.46  

Source(s): Invesco, S&P-Dow Jones via FactSet Research Systems Inc.;

                  nInvesco, Russell via FactSet Research Systems Inc.; ¨Lipper Inc.

 

 

How we invest

We invests primarily in equity securities of issuers of all market capitalizations. The principal type of equity securities in the Fund is common stock. We do not invest in companies whose primary business involves alcohol, tobacco or gambling.

    The Fund invests primarily in securities that we consider to have potential for earnings or revenue growth.

    We believe a growth investment strategy is an essential component of a diversified portfolio. Our investment process seeks to identify companies exhibiting long-term, sustainable earnings and cash flow growth that is not yet reflected in investor expectations or equity valuations.

    Our stock selection process uses a holistic approach that emphasizes fundamental as well as quantitative analysis, focusing on identifying industries and issuers with strong characteristics of revenues, earnings and cash flow growth. To accomplish this, we conduct rigorous bottom-up analysis in order to develop higher conviction in each company’s prospects for growth.

    Through our analysis, we develop a mosaic of each company through detailed discussions with company management teams, competitors, distributors, suppliers, Wall Street analysts and customers. We also utilize a variety of valuation techniques based on the company in question, the industry in which the company operates, the stage of the business cycle and other factors that best reflect a company’s value.

 

    We carefully construct the portfolio with a goal to minimize unnecessary risk. We seek to mitigate risk by broadly diversifying the portfolio holdings across sectors and market capitalizations and by holding numerous stocks in the portfolio. Our target holding period is two to three years for each stock.

    We consider selling a security for any of the following reasons:

n   Fundamental business prospects deteriorate.
n   The investment thesis deteriorates.
n   There is a more attractive investment opportunity.

 

 

Market conditions and your Fund

The fiscal year ended October 31, 2013, saw slow but steady improvement in the US economy and strong US equity market returns. Businesses and consumers began the reporting period by digesting the results of the 2012 presidential election and contemplating its impact on their wallets. In late 2012 and early 2013, consumer confidence trended higher based on the recovery of the US housing market, but uncertainty surrounding the outcome of tax and spending negotiations between the White House and Congress – and implementation of sequestration spending cuts – left many businesses hesitant to spend.

    Despite these headline events, equity markets focused more on longer term fundamentals. Major US stock market indexes rose throughout 2013, hitting multiyear or all-time highs.1

    From late May through June, capital markets declined following US Federal Reserve (the Fed) Chairman Ben Bernanke’s comments suggesting the time had come to begin reducing the Fed’s extraordinary stimulus policies. This sell-off was brief but broad, and few asset classes were immune. Markets stabilized in midsummer and, despite some volatility in

 

 
Portfolio Composition     
By sector   
   
Information Technology       27.5 %
Consumer Discretionary       22.3  
Health Care       14.6  
Industrials       12.4  
Consumer Staples       6.9  
Financials       6.9  
Energy       5.1  
Telecommunication Services       2.4  
Materials       1.3  

Money Market Funds

Plus Other Assets Less Liabilities

      0.6   
Top 10 Holdings*     
   

  1.  Apple Inc.

      5.2 %

  2.  Google Inc.-Class A

      4.4  

  3.  Gilead Sciences, Inc.

      3.8  

  4.  Facebook Inc.-Class A

      2.9  

  5.  Celgene Corp.

      2.3  

  6.  Mondelez International Inc.
-Class A

      2.2  

  7.  QUALCOMM, Inc.

      1.9  

  8.  Amazon.com, Inc.

      1.9  

  9.  Lowe’s Cos., Inc.

      1.8  

10.  DISH Network Corp.-Class A

      1.6  
Total Net Assets       $1.8 billion  
Total Number of Holdings*       107  

The Fund’s holdings are subject to change, and there is no assurance that the Fund will continue to hold any particular security.

*Excluding money market fund holdings.

 

 

4                                 Invesco Summit Fund


August surrounding a potential US military reaction to instability in Syria, they generally moved higher through the end of the fiscal year.

    During the reporting period, the Fund at NAV had strong double-digit positive returns and outperformed the Russell 1000 Growth Index, due primarily to positive stock selection in several sectors. The Fund outperformed its style-specific index by the widest margin in the information technology (IT) sector but also had solid contributions from the consumer staples, financials and health care sectors. Some of this outperformance was offset by negative stock selection within the energy sector.

    The IT sector was the leading contributor to Fund performance during the reporting period, driven primarily by strong stock selection. The largest individual stock contributor was social networking company Facebook. The company benefited from a substantial increase in advertising revenue, coming primarily from progress made in promotions through smartphones and tablets. Additional technology contributors included Google and also Cisco, which was sold during the reporting period.

    Strong stock selection also drove the Fund’s performance in the consumer staples sector. One of the leading contributors for the Fund was grocery store operator Kroger. Global snack company

Mondelez International was also a notable contributor, with the stock price rising on rumors of strategic partnerships as well as the market’s growing recognition that the company has significant opportunities to improve profitability through more effective cost management and smarter distribution strategies.

    Strong stock selection within the financials sector also contributed to the Fund’s outperformance versus the Russell 1000 Growth Index in this sector. Our holdings in First Republic Bank and asset manager Affiliated Manager’s Group both provided strong returns in this sector and benefited overall Fund performance during the reporting period.

    The Fund also had positive absolute returns in the energy sector; however, Fund performance in this sector lagged the Russell 1000 Growth Index. Schlumberger, a diversified oilfield services firm, detracted from the Fund’s relative performance in this sector during the reporting period. The stock actually delivered solid performance for the Fund, appreciating to a level at which we believed there were better risk/reward opportunities elsewhere. Therefore, we

sold the holding. The stock then continued to rise during the reporting period, hampering the Fund’s relative results in this sector versus the style-specific index. Not owning several of the higher-flying smaller energy companies in the Russell 1000 Growth Index also contributed to relative underperformance in this sector.

    As we’ve discussed, the stock market was volatile during the reporting period. We would like to caution investors against making investment decisions based on short-term performance.

    Thank you for your commitment to Invesco Summit Fund.

 

1   Source: Reuters

The views and opinions expressed in management’s discussion of Fund performance are those of Invesco Advisers, Inc. These views and opinions are subject to change at any time based on factors such as market and economic conditions. These views and opinions may not be relied upon as investment advice or recommendations, or as an offer for a particular security. The information is not a complete analysis of every aspect of any market, country, industry, security or the Fund. Statements of fact are from sources considered reliable, but Invesco Advisers, Inc. makes no representation or warranty as to their completeness or accuracy. Although historical performance is no guarantee of future results, these insights may help you understand our investment management philosophy.

See important Fund and, if applicable, index disclosures later in this report.

LOGO  

Erik Voss

Chartered Financial Analyst, portfolio manager, is lead manager of Invesco Summit Fund. He

joined Invesco in 2010. Mr. Voss earned a BS in mathematics and an MS in finance from the University of Wisconsin.

 

LOGO  

Ido Cohen

Portfolio manager, is manager of Invesco Summit Fund. He joined Invesco in 2010. Mr. Cohen earned a

BS in economics from The Wharton School of the University of Pennsylvania.
 

 

5                                 Invesco Summit Fund


 

Your Fund’s Long-Term Performance

Results of a $10,000 Investment – Oldest Share Class without Sales Charges

Fund and index data from 10/31/03

 

LOGO

Results of a $10,000 Investment – Oldest Share Class(es) with Sales Charges since Inception

Fund and index data from 10/31/05

 

LOGO

 

Past performance cannot guarantee comparable future results.

    The performance data shown in the first chart above is that of the Fund’s Class P shares. The data shown in this chart includes reinvested distributions and Fund expenses including management fees. Index results include reinvested dividends.

    The performance data shown in the second chart is that of the Fund’s Class A, B and C shares. The data shown in this chart includes reinvested distributions, applicable sales charges and Fund expenses including management fees. Index results include reinvested dividends, but they do not reflect sales charges.

 

    Performance of an index of funds reflects fund expenses and management fees; performance of a market index does not. Performance shown in the charts and table does not reflect deduction of taxes a shareholder would pay on Fund distributions or sale of Fund shares. The performance of the Fund’s share classes will differ primarily due to different sales charge structures and class expenses.

 

 

6                                 Invesco Summit Fund


Average Annual Total Returns
As of 10/31/13, including maximum applicable sales charges    
   
   
Class A Shares          
Inception (10/31/05)       5.37 %
  5 Years       11.44  
  1 Year       22.52  
Class B Shares          
Inception (10/31/05)       5.34 %
  5 Years       11.64  
  1 Year       23.65  
Class C Shares          
Inception (10/31/05)       5.32 %
  5 Years       11.88  
  1 Year       27.72  
Class P Shares          
Inception (11/1/82)       9.08 %
10 Years       7.28  
  5 Years       12.88  
  1 Year       29.84  
Class S Shares          
Inception       6.18 %
  5 Years       12.83  
  1 Year       29.74  
Class Y Shares          
Inception       6.29 %
  5 Years       13.01  
  1 Year       29.90  
Class R5 Shares          
Inception       6.37 %
  5 Years       13.15  
  1 Year       30.05  

Class S shares incepted on September 25, 2009. Performance shown prior to that date is that of Class A shares and includes the 12b-1 fees applicable to Class A shares. Class A share performance reflects any applicable fee waivers or expense reimbursements.

    Class Y shares incepted on October 3, 2008. Performance shown prior to that date is that of Class A shares and includes the 12b-1 fees applicable to Class A shares. Class A share performance reflects any applicable fee waivers or expense reimbursements.

    Class R5 shares incepted on October 3, 2008. Performance shown prior to that date is that of Class A shares and includes the 12b-1 fees applicable to Class A shares. Class A share performance reflects any applicable fee waivers or expense reimbursements.

Average Annual Total Returns
As of 9/30/13, the most recent calendar quarter end, including maximum applicable sales charges    
   
Class A Shares          
Inception (10/31/05)       4.86 %
  5 Years       6.47  
  1 Year       13.97  
Class B Shares          
Inception (10/31/05)       4.84 %
  5 Years       6.62  
  1 Year       14.64  
Class C Shares          
Inception (10/31/05)       4.81 %
  5 Years       6.89  
  1 Year       18.70  
Class P Shares          
Inception (11/1/82)       8.95 %
10 Years       7.43  
  5 Years       7.86  
  1 Year       20.73  
Class S Shares          
Inception       5.67 %
  5 Years       7.79  
  1 Year       20.70  
Class Y Shares          
Inception       5.78 %
  5 Years       7.97  
  1 Year       20.86  
Class R5 Shares          
Inception       5.86 %
  5 Years       8.10  
  1 Year       21.01  

    The performance data quoted represent past performance and cannot guarantee comparable future results; current performance may be lower or higher. Please visit invesco.com/performance for the most recent month-end performance. Performance figures reflect reinvested distributions, changes in net asset value and the effect of the maximum sales charge unless otherwise stated. Investment return and principal value will fluctuate so that you may have a gain or loss when you sell shares.

    The total annual Fund operating expense ratio set forth in the most recent Fund prospectus as of the date of this report for Class A, Class B, Class C, Class P, Class S, Class Y and Class R5 shares was 1.08%, 1.83%, 1.83%, 0.93%, 0.98%, 0.83% and 0.72%, respectively. The expense ratios presented above may vary from the expense ratios presented

in other sections of this report that are based on expenses incurred during the period covered by this report.

    Class A share performance reflects the maximum 5.50% sales charge, and Class B and Class C share performance reflects the applicable contingent deferred sales charge (CDSC) for the period involved. The CDSC on Class B shares declines from 5% beginning at the time of purchase to 0% at the beginning of the seventh year. The CDSC on Class C shares is 1% for the first year after purchase. Class P, Class S, Class Y and Class R5 shares do not have a front-end sales charge or contingent deferred sales charge (CDSC); therefore, returns shown are at net asset value.

    The performance numbers shown do not reflect the creation and sales charges and other fees assessed by the AIM Summit Investors Plans, which were dissolved effective December 8, 2006.

    The performance of the Fund’s share classes will differ primarily due to different sales charge structures and class expenses.

 

 

7                                 Invesco Summit Fund


 

Invesco Summit Fund’s investment objective is long-term growth of capital.

n   Unless otherwise stated, information presented in this report is as of October 31, 2013, and is based on total net assets.
n   Unless otherwise noted, all data provided by Invesco.
n   To access your Fund’s reports/prospectus, visit invesco.com/fundreports.

 

 

About share classes

n   Class B shares may not be purchased for new or additional investments. Please see the prospectus for more information.
n   Class P shares, Class S shares and Class Y shares are available only to certain investors. Please see the prospectus for more information.
n   Class R5 shares are primarily intended for employer sponsored retirement and benefit plans that meet certain standards and for institutional investors. On September 24, 2012, Institutional Class shares were renamed Class R5 shares. Please see the prospectus for more information.

 

 

Principal risks of investing in the Fund

n   Foreign securities risk. The Fund’s foreign investments may be affected by changes in a foreign country’s exchange rates, political and social instability, changes in economic or taxation policies, difficulties when enforcing obligations, decreased liquidity, and increased volatility. Foreign companies may be subject to less regulation resulting in less publicly available information about the companies.
n   Growth investing risk. Growth stocks tend to be more expensive relative to their earnings or assets compared with other types of stock. As a result they tend to be more sensitive to changes in their earnings and can be more volatile.
n   Management risk. The investment techniques and risk analysis used by the Fund’s portfolio managers may not produce the desired results.
n   Market risk. The prices of and the income generated by the Fund’s securities may decline in response to, among other things, investor sentiment, general economic and market conditions, regional or global instability, and currency and interest rate fluctuations.

 

About indexes used in this report

n   The S&P 500® Index is an unmanaged index considered representative of the US stock market.
n   The Russell 1000® Growth Index is an unmanaged index considered representative of large-cap growth stocks. The Russell 1000 Growth Index is a trademark/service mark of the Frank Russell Co. Russell® is a trademark of the Frank Russell Co.
n   The Lipper Multi-Cap Growth Funds Index is an unmanaged index considered representative of multicap growth funds tracked by Lipper.
n   The Fund is not managed to track the performance of any particular index, including the index(es) described here, and consequently, the performance of the Fund may deviate significantly from the performance of the index (es).
n   A direct investment cannot be made in an index. Unless otherwise indicated, index results include reinvested dividends, and they do not reflect sales charges. Performance of the peer group, if applicable, reflects fund expenses; performance of a market index does not.

 

Other information

n   The returns shown in management’s discussion of Fund performance are based on net asset values calculated for shareholder transactions. Generally accepted accounting principles require adjustments to be made to the net assets of the Fund at period end for financial reporting purposes, and as such, the net asset values for shareholder transactions and the returns based on those net asset values may differ from the net asset values and returns reported in the Financial Highlights.
n   Industry classifications used in this report are generally according to the Global Industry Classification Standard, which was developed by and is the exclusive property and a service mark of MSCI Inc. and Standard & Poor’s.
 

 

 

This report must be accompanied or preceded by a currently effective Fund prospectus, which contains more complete information, including sales charges and expenses. Investors should read it carefully before investing.

 

 

 

NOT FDIC INSURED  |  MAY LOSE VALUE  |  NO BANK GUARANTEE

Fund Nasdaq Symbols     

 

Class A Shares

      ASMMX  
Class B Shares       BSMMX  
Class C Shares       CSMMX  
Class P Shares       SMMIX  
Class S Shares       SMMSX  
Class Y Shares       ASMYX  
Class R5 Shares       SMITX  
 

 

8                                 Invesco Summit Fund


Schedule of Investments(a)

October 31, 2013

 

     Shares      Value  

Common Stocks & Other Equity Interests–99.43%

  

Advertising–1.07%   

Interpublic Group of Cos., Inc. (The)

    1,128,282       $ 18,955,138   
Aerospace & Defense–4.16%   

Boeing Co. (The)

    163,953         21,395,866   

Honeywell International Inc.

    204,518         17,737,846   

Precision Castparts Corp.

    73,680         18,674,196   

United Technologies Corp.

    152,295         16,181,344   
               73,989,252   
Airlines–0.50%   

Delta Air Lines, Inc.

    336,951         8,888,767   
Apparel Retail–0.75%   

Gap, Inc. (The)

    362,322         13,402,291   
Apparel, Accessories & Luxury Goods–1.08%   

Michael Kors Holdings Ltd.(b)

    195,743         15,062,424   

Prada S.p.A. (Italy)

    424,200         4,136,401   
         19,198,825   
Application Software–1.80%     

Cadence Design Systems, Inc.(b)

    493,512         6,400,851   

Citrix Systems, Inc.(b)

    179,818         10,210,066   

Salesforce.com, Inc.(b)

    289,708         15,458,819   
         32,069,736   
Asset Management & Custody Banks–0.95%   

Affiliated Managers Group, Inc.(b)

    85,233         16,828,404   
Auto Parts & Equipment–0.74%     

Tenneco Inc.(b)

    248,469         13,186,250   
Automobile Manufacturers–1.00%   

General Motors Co.(b)

    480,121         17,740,471   
Biotechnology–9.07%     

Acceleron Pharma, Inc.(b)

    100,000         2,254,000   

Acorda Therapeutics Inc.(b)

    415,536         12,719,557   

Amgen Inc.

    239,945         27,833,620   

Biogen Idec Inc.(b)

    46,411         11,333,102   

Celgene Corp.(b)

    270,184         40,119,622   

Gilead Sciences, Inc.(b)

    943,831         67,002,563   
         161,262,464   
Broadcasting–1.83%     

CBS Corp.–Class B

    262,209         15,507,040   

Scripps Networks Interactive Inc.–Class A

    212,276         17,088,218   
         32,595,258   
Building Products–0.57%     

Trex Co., Inc.(b)

    143,812         10,098,479   
Cable & Satellite–4.44%     

Comcast Corp.–Class A

    435,375         20,715,142   

DIRECTV(b)

    193,457         12,089,128   
     Shares      Value  
Cable & Satellite–(continued)   

DISH Network Corp.–Class A

    581,930       $ 28,049,026   

Time Warner Cable Inc.

    150,244         18,051,817   
         78,905,113   
Commodity Chemicals–0.58%     

LyondellBasell Industries N.V.–Class A

    137,594         10,264,512   
Communications Equipment–2.95%      

F5 Networks, Inc.(b)

    227,640         18,554,936   

QUALCOMM, Inc.

    488,615         33,944,084   
         52,499,020   
Computer Hardware–5.15%     

Apple Inc.

    175,338         91,587,804   
Computer Storage & Peripherals–0.24%   

EMC Corp.

    178,967         4,307,736   
Construction & Engineering–2.65%   

Fluor Corp.

    200,984         14,917,032   

Foster Wheeler AG (Switzerland)(b)

    525,350         14,179,197   

Jacobs Engineering Group, Inc.(b)

    297,571         18,098,268   
         47,194,497   
Consumer Finance–0.77%     

Capital One Financial Corp.

    199,326         13,687,716   
Data Processing & Outsourced Services–1.59%   

MasterCard, Inc.–Class A

    20,259         14,527,729   

Visa Inc.–Class A

    69,881         13,743,496   
         28,271,225   
Department Stores–0.82%     

Macy’s, Inc.

    315,201         14,533,918   
Distributors–0.46%     

Pool Corp.

    149,652         8,138,076   
Electrical Components & Equipment–1.36%   

AMETEK, Inc.

    329,068         15,739,322   

Roper Industries, Inc.

    65,895         8,356,145   
               24,095,467   
Electronic Components–0.69%     

Amphenol Corp.–Class A

    152,543         12,247,678   
Food Retail–1.24%     

Kroger Co. (The)

    515,363         22,078,151   
General Merchandise Stores–0.88%   

Dollar General Corp.(b)

    269,689         15,582,630   
Health Care Equipment–0.64%     

Covidien PLC

    177,900         11,405,169   
Health Care Facilities–1.01%     

HCA Holdings, Inc.

    379,924         17,909,617   
 

 

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

 

9                         Invesco Summit Fund


     Shares      Value  
Home Improvement Retail–1.80%      

Lowe’s Cos., Inc.

    644,406       $ 32,078,531   
Homebuilding–0.35%     

Taylor Morrison Home Corp.–Class A(b)

    279,525         6,216,636   
Hotels, Resorts & Cruise Lines–0.96%   

Norwegian Cruise Line Holdings Ltd.(b)

    171,588         5,494,248   

Royal Caribbean Cruises Ltd.

    275,657         11,588,620   
               17,082,868   
Household Appliances–0.65%     

Whirlpool Corp.

    78,858         11,514,057   
Industrial Conglomerates–0.40%      

Danaher Corp.

    97,969         7,062,585   
Industrial Gases–0.69%     

Praxair, Inc.

    99,002         12,346,539   
Industrial Machinery–1.63%     

Flowserve Corp.

    143,441         9,964,846   

Ingersoll-Rand PLC(b)

    281,893         19,036,235   
               29,001,081   
Insurance Brokers–1.18%     

Aon PLC (United Kingdom)

    264,200         20,895,578   
Integrated Oil & Gas–0.75%     

Occidental Petroleum Corp.

    138,453         13,302,564   
Internet Retail–3.22%     

Amazon.com, Inc.(b)

    92,327         33,609,798   

Priceline.com Inc.(b)

    22,429         23,636,353   
               57,246,151   
Internet Software & Services–9.61%   

Baidu, Inc.–ADR (China)(b)

    99,335         15,983,002   

Criteo S.A.–ADR (France)(b)

    95,836         3,383,969   

eBay Inc.(b)

    170,299         8,976,460   

Facebook Inc.–Class A(b)

    1,022,246         51,378,084   

Google Inc.–Class A(b)

    76,345         78,679,630   

LinkedIn Corp.–Class A(b)

    46,314         10,359,052   

Rocket Fuel Inc.(b)(c)

    41,316         2,108,769   
               170,868,966   
Investment Banking & Brokerage–0.70%   

Goldman Sachs Group, Inc. (The)

    77,799         12,514,747   
IT Consulting & Other Services–0.51%   

Cognizant Technology Solutions Corp.–Class A(b)

    103,501         8,997,342   
Leisure Products–0.56%     

Brunswick Corp.

    221,186         9,982,124   
Life Sciences Tools & Services–0.44%   

Thermo Fisher Scientific, Inc.

    80,046         7,826,898   
Managed Health Care–0.49%     

Aetna Inc.

    139,900         8,771,730   
     Shares      Value  
Oil & Gas Equipment & Services–2.19%   

Cameron International Corp.(b)

    327,114       $ 17,945,474   

Halliburton Co.

    394,622         20,926,805   
               38,872,279   
Oil & Gas Exploration & Production–2.23%   

Antero Resources Corp.(b)

    64,380         3,636,826   

Apache Corp.

    160,114         14,218,123   

EOG Resources, Inc.

    40,724         7,265,162   

Pioneer Natural Resources Co.

    70,870         14,512,759   
               39,632,870   
Other Diversified Financial Services–1.43%   

JPMorgan Chase & Co.

    492,562         25,386,646   
Packaged Foods & Meats–2.18%   

Mondelez International Inc.–Class A

    1,151,481         38,735,821   
Personal Products–1.25%   

Estee Lauder Cos. Inc. (The)–Class A

    312,046         22,142,784   
Pharmaceuticals–2.92%   

AbbVie Inc.

    115,546         5,598,204   

Johnson & Johnson

    88,745         8,218,675   

Mylan Inc.(b)

    350,063         13,256,886   

Pfizer Inc.

    536,718         16,466,508   

Zoetis Inc.

    262,708         8,317,335   
               51,857,608   
Property & Casualty Insurance–0.25%   

ACE Ltd.

    45,957         4,386,136   
Publishing–0.77%   

Tribune Co.–Class A(b)

    203,914         13,652,042   
Regional Banks–1.63%   

Fifth Third Bancorp

    477,539         9,087,567   

First Republic Bank

    391,171         19,977,103   
               29,064,670   
Restaurants–0.49%   

Papa John’s International, Inc.

    116,110         8,786,044   
Semiconductors–3.16%   

Altera Corp.

    331,098         11,124,893   

Avago Technologies Ltd.

    295,820         13,439,103   

Cree, Inc.(b)

    143,018         8,688,343   

NXP Semiconductors N.V.
(Netherlands)(b)

    543,477         22,891,251   
               56,143,590   
Soft Drinks–2.21%   

Coca-Cola Co. (The)

    208,034         8,231,905   

Monster Beverage Corp.(b)

    256,060         14,654,314   

PepsiCo, Inc.

    194,301         16,338,771   
               39,224,990   
Specialty Stores–0.41%   

Vitamin Shoppe, Inc.(b)

    154,639         7,254,116   
 

 

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

 

10                         Invesco Summit Fund


     Shares      Value  
Systems Software–1.80%   

Check Point Software Technologies Ltd. (Israel)(b)

    120,592       $ 6,996,748   

Microsoft Corp.

    704,866         24,917,013   
               31,913,761   
Trading Companies & Distributors–0.24%   

Fastenal Co.

    85,909         4,278,268   
Trucking–0.94%   

J.B. Hunt Transport Services, Inc.

    222,672         16,707,080   
Wireless Telecommunication Services–2.40%   

NII Holdings Inc.(b)(c)

    1,136,644         3,910,055   

SBA Communications Corp.–Class A(b)

    126,931         11,102,655   

Sprint Corp.(b)

    4,097,710         27,577,588   
               42,590,298   

Total Common Stocks & Other Equity Interests
(Cost $1,221,734,821)

   

     1,767,261,064   
     Shares      Value  

Money Market Funds–0.77%

  

  

Liquid Assets Portfolio–Institutional Class(d)

    6,852,657       $ 6,852,657   

Premier Portfolio–
Institutional Class(d)

    6,852,658         6,852,658   

Total Money Market Funds
(Cost $13,705,315)

   

     13,705,315   

TOTAL INVESTMENTS (excluding investments purchased with cash collateral from securities on loan)–100.20%
(Cost $1,235,440,136)

    

     1,780,966,379   

Investments Purchased with Cash Collateral from Securities on Loan

   

  

Money Market Funds–0.32%

  

Liquid Assets Portfolio–
Institutional Class
(Cost $5,704,350)(d)(e)

    5,704,350         5,704,350   

TOTAL INVESTMENTS–100.52%
(Cost $1,241,144,486)

   

     1,786,670,729   

OTHER ASSETS LESS LIABILITIES–(0.52)%

  

     (9,236,063

NET ASSETS–100.00%

  

   $ 1,777,434,666   
 

Investment Abbreviations:

 

ADR  

– American Depositary Receipt

Notes to Schedule of Investments:

 

(a)  Industry and/or sector classifications used in this report are generally according to the Global Industry Classification Standard, which was developed by and is the exclusive property and a service mark of MSCI Inc. and Standard & Poor’s.
(b)  Non-income producing security.
(c)  All or a portion of this security was out on loan at October 31, 2013.
(d)  The money market fund and the Fund are affiliated by having the same investment adviser.
(e)  The security has been segregated to satisfy the commitment to return the cash collateral received in securities lending transactions upon the borrower’s return of the securities loaned. See Note 1I.

 

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

 

11                         Invesco Summit Fund


Statement of Assets and Liabilities

October 31, 2013

 

Assets:

  

Investments, at value (Cost $1,221,734,821)*

  $ 1,767,261,064   

Investments in affiliated money market funds, at value and cost

    19,409,665   

Total investments, at value (Cost $1,241,144,486)

    1,786,670,729   

Receivable for:

 

Investments sold

    15,381,140   

Fund shares sold

    26,050   

Dividends

    565,989   

Investment for trustee deferred compensation and retirement plans

    125,791   

Other assets

    53,470   

Total assets

    1,802,823,169   

Liabilities:

  

Payable for:

 

Investments purchased

    18,303,820   

Fund shares reacquired

    472,338   

Collateral upon return of securities loaned

    5,704,350   

Accrued fees to affiliates

    465,144   

Accrued trustees’ and officers’ fees and benefits

    4,050   

Trustee deferred compensation and retirement plans

    438,801   

Total liabilities

    25,388,503   

Net assets applicable to shares outstanding

  $ 1,777,434,666   

Net assets consist of:

  

Shares of beneficial interest

  $ 1,191,810,144   

Undistributed net investment income

    3,955,849   

Undistributed net realized gain

    36,142,057   

Net unrealized appreciation

    545,526,616   
    $ 1,777,434,666   

Net Assets:

  

Class A

  $ 23,024,567   

Class B

  $ 830,686   

Class C

  $ 2,122,397   

Class P

  $ 1,746,338,761   

Class S

  $ 4,490,480   

Class Y

  $ 514,036   

Class R5

  $ 113,739   

Shares outstanding, $0.001 par value per share,
with an unlimited number of shares authorized:

   

Class A

    1,403,912   

Class B

    52,705   

Class C

    134,967   

Class P

    105,820,339   

Class S

    273,318   

Class Y

    31,250   

Class R5

    6,908   

Class A:

 

Net asset value per share

  $ 16.40   

Maximum offering price per share

 

(Net asset value of $16.40 ¸ 94.50%)

  $ 17.35   

Class B:

 

Net asset value and offering price per share

  $ 15.76   

Class C:

 

Net asset value and offering price per share

  $ 15.73   

Class P:

 

Net asset value and offering price per share

  $ 16.50   

Class S:

 

Net asset value and offering price per share

  $ 16.43   

Class Y:

 

Net asset value and offering price per share

  $ 16.45   

Class R5:

 

Net asset value and offering price per share

  $ 16.46   

 

* At October 31, 2013, securities with an aggregate value of $4,319,764 were on loan to brokers.
 

 

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

 

12                         Invesco Summit Fund


Statement of Operations

For the year ended October 31, 2013

 

Investment income:

  

Dividends (net of foreign withholding taxes of $143,465)

  $ 20,357,870   

Dividends from affiliated money market funds (includes securities lending income of $47,336)

    73,001   

Total investment income

    20,430,871   

Expenses:

 

Advisory fees

    10,469,413   

Administrative services fees

    393,344   

Custodian fees

    36,296   

Distribution fees:

 

Class A

    58,378   

Class B

    8,986   

Class C

    20,553   

Class P

    1,610,126   

Class S

    6,108   

Transfer agent fees — A, B, C, P, S and Y

    2,078,536   

Transfer agent fees — R5

    27   

Trustees’ and officers’ fees and benefits

    82,018   

Other

    240,967   

Total expenses

    15,004,752   

Less: Fees waived and expense offset arrangement(s)

    (53,924

Net expenses

    14,950,828   

Net investment income

    5,480,043   

Realized and unrealized gain (loss) from:

 

Net realized gain (loss) from:

 

Investment securities (includes net gains (losses) from securities sold to affiliates of $(195,693))

    214,083,581   

Foreign currencies

    (1,549
      214,082,032   

Change in net unrealized appreciation of:

 

Investment securities

    211,132,863   

Foreign currencies

    233   
      211,133,096   

Net realized and unrealized gain

    425,215,128   

Net increase in net assets resulting from operations

  $ 430,695,171   

 

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

 

13                         Invesco Summit Fund


Statement of Changes in Net Assets

For the years ended October 31, 2013 and 2012

 

     2013      2012  

Operations:

    

Net investment income

  $ 5,480,043       $ 3,835,905   

Net realized gain

    214,082,032         37,078,710   

Change in net unrealized appreciation

    211,133,096         109,095,202   

Net increase in net assets resulting from operations

    430,695,171         150,009,817   

Distributions to shareholders from net investment income:

    

Class A

    (43,878      (3,510

Class P

    (4,973,001      (2,372,724

Class S

    (11,071      (5,545

Class Y

    (2,163      (3,118

Class R5

    (721      (261

Total distributions from net investment income

    (5,030,834      (2,385,158

Share transactions–net:

    

Class A

    (5,656,004      2,987,140   

Class B

    (306,897      (269,461

Class C

    36,087         (381,914

Class P

    (189,984,187      (171,477,675

Class S

    (462,938      (579,936

Class Y

    (95,527      (826,901

Class R5

    (38,277      39,475   

Net increase (decrease) in net assets resulting from share transactions

    (196,507,743      (170,509,272

Net increase (decrease) in net assets

    229,156,594         (22,884,613

Net assets:

    

Beginning of year

    1,548,278,072         1,571,162,685   

End of year (includes undistributed net investment income of $3,955,849 and $2,802,693, respectively)

  $ 1,777,434,666       $ 1,548,278,072   

Notes to Financial Statements

October 31, 2013

NOTE 1—Significant Accounting Policies

Invesco Summit Fund (the “Fund”) is a series portfolio of AIM Equity Funds (Invesco Equity Funds) (the “Trust”). The Trust is a Delaware statutory trust registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end series management investment company consisting of four separate portfolios, each authorized to issue an unlimited number of shares of beneficial interest. The assets, liabilities and operations of each portfolio are accounted for separately. Information presented in these financial statements pertains only to the Fund. Matters affecting each portfolio or class will be voted on exclusively by the shareholders of such portfolio or class.

The Fund’s investment objective is long-term growth of capital.

The Fund currently consists of seven different classes of shares: Class A, Class B, Class C, Class P, Class S, Class Y and Class R5. Class P shares are not sold to members of the general public. Only shareholders who had accounts in the AIM Summit Investors Plans I and AIM Summit Investors Plans II at the close of business on December 8, 2006, may continue to purchase Class P shares as described in the Fund’s prospectus. Class A shares are sold with a front-end sales charge unless certain waiver criteria are met and under certain circumstances load waiver shares may be subject to contingent deferred sales charges (“CDSC”). Class C shares are sold with a CDSC. Class P, Class S, Class Y and Class R5 shares are sold at net asset value. Effective November 30, 2010, new or additional investments in Class B shares are no longer permitted. Existing shareholders of Class B shares may continue to reinvest dividends and capital gains distributions in Class B shares until they convert to Class A shares. Also, shareholders in Class B shares will be able to exchange those shares for Class B shares of other Invesco Funds offering such shares until they convert to Class A shares. Generally, Class B shares will automatically convert to Class A shares on or about the month-end, which is at least eight years after the date of purchase. Redemption of Class B shares prior to the conversion date will be subject to a CDSC.

The following is a summary of the significant accounting policies followed by the Fund in the preparation of its financial statements.

A. Security Valuations — Securities, including restricted securities, are valued according to the following policy.

A security listed or traded on an exchange (except convertible bonds) is valued at its 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, 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. Securities traded in the over-the-counter market are valued based on prices furnished by independent pricing services or market makers. When such securities are valued by an independent pricing service they may be

 

14                         Invesco Summit Fund


considered fair valued. 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. For purposes of determining net asset value per share, futures and option contracts generally are valued 15 minutes after the close of the customary trading session of the New York Stock Exchange (“NYSE”).

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.

Debt obligations (including convertible bonds) and unlisted equities are fair valued using an evaluated quote provided by an independent pricing service. Evaluated quotes provided by the pricing service 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 specific securities, dividend rate (for unlisted equities), yield (for debt obligations), quality, type of issue, coupon rate (for debt obligations), maturity (for debt obligations), individual trading characteristics and other market data. Debt obligations are subject to interest rate and credit risks. In addition, all debt obligations involve some risk of default with respect to interest and/or principal payments.

Foreign securities’ (including foreign exchange contracts) prices are converted into U.S. dollar amounts using the applicable 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 the Adviser determines are significant and make the closing price unreliable, the Fund may fair value the security. If the event is likely to have affected the closing price of the security, the security will be valued at fair value in good faith using procedures approved by the Board of Trustees. Adjustments to closing prices to reflect fair value may also be based on a screening process of an independent pricing service 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 value as of the close of the NYSE. Foreign securities’ prices meeting the approved degree of certainty that the price is not reflective of current value will be priced at the indication of fair value from the independent pricing service. Multiple factors may be considered by the independent pricing service in determining adjustments to reflect fair value and may include information relating to sector indices, American Depositary Receipts and domestic and foreign index futures. Foreign securities may have additional risks including exchange rate changes, potential for sharply devalued currencies and high inflation, political and economic upheaval, the relative lack of issuer information, relatively low market liquidity and the potential lack of strict financial and accounting controls and standards.

Securities for which market prices are not provided by any of the above methods may be valued based upon quotes furnished by independent sources. The last bid price may be used to value equity securities. The mean between the last bid and asked prices is used to value debt obligations, including corporate loans.

Securities for which market quotations are not readily available or became unreliable are valued at fair value as determined in good faith by or under the supervision of the Trust’s officers following 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.

Valuations change in response to many factors including the historical and prospective earnings of the issuer, the value of the issuer’s assets, general economic conditions, interest rates, investor perceptions and market liquidity. Because of the inherent uncertainties of valuation, the values reflected in the financial statements may materially differ from the value received upon actual sale of those investments.

B. Securities Transactions and Investment Income — Securities transactions are accounted for on a trade date basis. Realized gains or losses on sales are computed on the basis of specific identification of the securities sold. Interest income is recorded on the accrual basis from settlement date. Dividend income (net of withholding tax, if any) is recorded on the ex-dividend date.

The Fund may periodically participate in litigation related to Fund investments. As such, the Fund may receive proceeds from litigation settlements. Any proceeds received are included in the Statement of Operations as realized gain (loss) for investments no longer held and as unrealized gain (loss) for investments still held.

Brokerage commissions and mark ups are considered transaction costs and are recorded as an increase to the cost basis of securities purchased and/or a reduction of proceeds on a sale of securities. Such transaction costs are included in the determination of net realized and unrealized gain (loss) from investment securities reported in the Statement of Operations and the Statement of Changes in Net Assets and the net realized and unrealized gains (losses) on securities per share in the Financial Highlights. Transaction costs are included in the calculation of the Fund’s net asset value and, accordingly, they reduce the Fund’s total returns. These transaction costs are not considered operating expenses and are not reflected in net investment income reported in the Statement of Operations and Statement of Changes in Net Assets, or the net investment income per share and ratios of expenses and net investment income reported in the Financial Highlights, nor are they limited by any expense limitation arrangements between the Fund and the investment adviser.

The Fund allocates income and realized and unrealized capital gains and losses to a class based on the relative net assets of each class.

C. Country Determination — For the purposes of making investment selection decisions and presentation in the Schedule of Investments, the investment adviser may determine the country in which an issuer is located and/or credit risk exposure based on various factors. These factors include the laws of the country under which the issuer is organized, where the issuer maintains a principal office, the country in which the issuer derives 50% or more of its total revenues and the country that has the primary market for the issuer’s securities, as well as other criteria. Among the other criteria that may be evaluated for making this determination are the country in which the issuer maintains 50% or more of its assets, the type of security, financial guarantees and enhancements, the nature of the collateral and the sponsor organization. Country of issuer and/or credit risk exposure has been determined to be the United States of America, unless otherwise noted.
D. Distributions — Distributions from income and net realized capital gain, if any, are generally declared and paid annually and recorded on the ex-dividend date. The Fund may elect to treat a portion of the proceeds from redemptions as distributions for federal income tax purposes.
E.

Federal Income Taxes — The Fund intends to comply with the requirements of Subchapter M of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), necessary to qualify as a regulated investment company and to distribute substantially all of the Fund’s

 

15                         Invesco Summit Fund


  taxable earnings to shareholders. As such, the Fund will not be subject to federal income taxes on otherwise taxable income (including net realized capital gain) that is distributed to shareholders. Therefore, no provision for federal income taxes is recorded in the financial statements.

The Fund files tax returns in the U.S. Federal jurisdiction and certain other jurisdictions. Generally, the Fund is subject to examinations by such taxing authorities for up to three years after the filing of the return for the tax period.

F. Expenses — Fees provided for under the Rule 12b-1 plan of a particular class of the Fund are charged to the operations of such class. Transfer agency fees and expenses and other shareholder recordkeeping fees and expenses attributable to Class R5 are charged to such class. Transfer agency fees and expenses and other shareholder recordkeeping fees and expenses relating to all other classes are allocated among those classes based on relative net assets. All other expenses are allocated among the classes based on relative net assets.
G. Accounting Estimates — The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period including estimates and assumptions related to taxation. Actual results could differ from those estimates by a significant amount. In addition, the Fund monitors for material events or transactions that may occur or become known after the period-end date and before the date the financial statements are released to print.
H. Indemnifications — Under the Trust’s organizational documents, each Trustee, officer, employee or other agent of the Trust is indemnified against certain liabilities that may arise out of the performance of their duties to the Fund. Additionally, in the normal course of business, the Fund enters into contracts, including the Fund’s servicing agreements, that contain a variety of indemnification clauses. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred. The risk of material loss as a result of such indemnification claims is considered remote.
I. Securities Lending — The Fund may lend portfolio securities having a market value up to one-third of the Fund’s total assets. Such loans are secured by collateral equal to no less than the market value of the loaned securities determined daily by the securities lending provider. Such collateral will be cash or debt securities issued or guaranteed by the U.S. Government or any of its sponsored agencies. Cash collateral received in connection with these loans is invested in short-term money market instruments or affiliated money market funds and is shown as such on the Schedule of Investments. It is the Fund’s policy to obtain additional collateral from or return excess collateral to the borrower by the end of the next business day, following the valuation date of the securities loaned. Therefore, the value of the collateral held may be temporarily less than the value of the securities on loan. Lending securities entails a risk of loss to the Fund if, and to the extent that, the market value of the securities loaned were to increase and the borrower did not increase the collateral accordingly, and the borrower failed to return the securities. Upon the failure of the borrower to return the securities, collateral may be liquidated and the securities may be purchased on the open market to replace the loaned securities. The Fund could experience delays and costs in gaining access to the collateral. The Fund bears the risk of any deficiency in the amount of the collateral available for return to the borrower due to any loss on the collateral invested. Dividends received on cash collateral investments for securities lending transactions, which are net of compensation to counterparties, is included in Dividends from affiliated money market funds on the Statement of Operations. The aggregate value of securities out on loan is shown as a footnote on the Statement of Assets and Liabilities, if any.
J. Foreign Currency Translations — Foreign currency is valued at the close of the NYSE based on quotations posted by banks and major currency dealers. Portfolio securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollar amounts at date of valuation. Purchases and sales of portfolio securities (net of foreign taxes withheld on disposition) and income items denominated in foreign currencies are translated into U.S. dollar amounts on the respective dates of such transactions. The Fund does not separately account for the portion of the results of operations resulting from changes in foreign exchange rates on investments and the fluctuations arising from changes in market prices of securities held. The combined results of changes in foreign exchange rates and the fluctuation of market prices on investments (net of estimated foreign tax withholding) are included with the net realized and unrealized gain or loss from investments in the Statement of Operations. Reported net realized foreign currency gains or losses arise from (1) sales of foreign currencies, (2) currency gains or losses realized between the trade and settlement dates on securities transactions, and (3) the difference between the amounts of dividends, interest, and foreign withholding taxes recorded on the Fund’s books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign currency gains and losses arise from changes in the fair values of assets and liabilities, other than investments in securities at fiscal period end, resulting from changes in exchange rates.

The Fund may invest in foreign securities which may be subject to foreign taxes on income, gains on investments or currency repatriation, a portion of which may be recoverable.

K. Foreign Currency Contracts — The Fund may enter into foreign currency contracts to manage or minimize currency or exchange rate risk. The Fund may also enter into foreign currency contracts for the purchase or sale of a security denominated in a foreign currency in order to “lock in” the U.S. dollar price of that security. A foreign currency contract is an obligation to purchase or sell a specific currency for an agreed-upon price at a future date. The use of foreign currency contracts does not eliminate fluctuations in the price of the underlying securities the Fund owns or intends to acquire but establishes a rate of exchange in advance. Fluctuations in the value of these contracts are measured by the difference in the contract date and reporting date exchange rates and are recorded as unrealized appreciation (depreciation) until the contracts are closed. When the contracts are closed, realized gains (losses) are recorded. Realized and unrealized gains (losses) on the contracts are included in the Statement of Operations. The primary risks associated with foreign currency contracts include failure of the counterparty to meet the terms of the contract and the value of the foreign currency changing unfavorably. These risks may be in excess of the amounts reflected in the Statement of Assets and Liabilities.

 

16                         Invesco Summit Fund


NOTE 2—Advisory Fees and Other Fees Paid to Affiliates

The Trust has entered into a master investment advisory agreement with Invesco Advisers, Inc. (the “Adviser” or “Invesco”). Under the terms of the investment advisory agreement, the Fund pays an advisory fee to the Adviser based on the annual rate of the Fund’s average daily net assets as follows:

 

Average Daily Net Assets   Rate

First $10 million

    1 .00%   

Next $140 million

    0 .75%   

Over $150 million

    0 .625%     

Under the terms of a master sub-advisory agreement between the Adviser and each of Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Limited, Invesco Australia Limited, Invesco Hong Kong Limited, Invesco Senior Secured Management, Inc. and Invesco Canada Ltd. (collectively, the “Affiliated Sub-Advisers”) the Adviser, not the Fund, may pay 40% of the fees paid to the Adviser to any such Affiliated Sub-Adviser(s) that provide(s) discretionary investment management services to the Fund based on the percentage of assets allocated to such Sub-Adviser(s).

The Adviser has contractually agreed, through at least June 30, 2014, to waive advisory fees and/or reimburse expenses of all shares to the extent necessary to limit total annual fund operating expenses after fee waiver and/or expense reimbursement (excluding certain items discussed below) of Class A, Class B, Class C, Class P, Class S, Class Y and Class R5 shares to 2.00%, 2.75%, 2.75%, 1.85%, 1.90%, 1.75% and 1.75%, respectively, of average daily net assets. In determining the Adviser’s obligation to waive advisory fees and/or reimburse expenses, the following expenses are not taken into account, and could cause the total annual fund operating expenses after fee waiver and/or expense reimbursement to exceed the numbers reflected above: (1) interest; (2) taxes; (3) dividend expense on short sales; (4) extraordinary or non-routine items, including litigation expenses; and (5) expenses that the Fund has incurred but did not actually pay because of an expense offset arrangement. Unless Invesco continues the fee waiver agreement, it will terminate on June 30, 2014. The fee waiver agreement cannot be terminated during its term. The Adviser did not waive fees and/or reimburse expenses during the period under this expense limitation.

Further, the Adviser has contractually agreed, through June 30, 2014, to waive the advisory fee payable by the Fund in an amount equal to 100% of the net advisory fees the Adviser receives from the affiliated money market funds on investments by the Fund of uninvested cash (excluding investments of cash collateral from securities lending) in such affiliated money market funds.

For the year ended October 31, 2013, the Adviser waived advisory fees of $43,839.

The Trust has entered into a master administrative services agreement with Invesco pursuant to which the Fund has agreed to pay Invesco for certain administrative costs incurred in providing accounting services to the Fund. For the year ended October 31, 2013, expenses incurred under the agreement are shown in the Statement of Operations as Administrative services fees.

The Trust has entered into a transfer agency and service agreement with Invesco Investment Services, Inc. (“IIS”) pursuant to which the Fund has agreed to pay IIS a fee for providing transfer agency and shareholder services to the Fund and reimburse IIS for certain expenses incurred by IIS in the course of providing such services. IIS may make payments to intermediaries that provide omnibus account services, sub-accounting services and/or networking services. All fees payable by IIS to intermediaries that provide omnibus account services or sub-accounting are charged back to the Fund, subject to certain limitations approved by the Trust’s Board of Trustees. For the year ended October 31, 2013, expenses incurred under the agreement are shown in the Statement of Operations as Transfer agent fees.

The Fund has entered into master distribution agreements with Invesco Distributors, Inc. (“IDI”) to serve as the distributor for the Class A, Class B, Class C, Class P, Class S, Class Y and Class R5 shares. The Fund has adopted plans pursuant to Rule 12b-1 under the 1940 Act with respect to the Fund’s Class A, Class B, Class C , Class P and Class S shares (collectively, the “Plans”). The Fund, pursuant to the Plans, pays IDI compensation at the annual rate of 0.25% of the Fund’s average daily net assets of Class A shares, 1.00% of the average daily net assets of Class B and Class C shares, 0.10% of the average daily net assets of Class P shares and 0.15% of the average daily net assets of Class S shares. Of the Plan payments, up to 0.25% of the average daily net assets of Class A, Class B and Class C shares, 0.10% of the average daily net assets of Class P shares and 0.15% of the average daily net assets of Class S shares may be paid to furnish continuing personal shareholder services to customers who purchase and own shares of such classes. Any amounts not paid as a service fee under the Plans would constitute an asset-based sales charge. Rules of the Financial Industry Regulatory Authority (“FINRA”) impose a cap on the total sales charges, including asset-based sales charges, that may be paid by any class of shares of the Fund. For the year ended October 31, 2013, expenses incurred under the Plans are shown in the Statement of Operations as Distribution fees.

Front-end sales commissions and CDSC (collectively, the “sales charges”) are not recorded as expenses of the Fund. Front-end sales commissions are deducted from proceeds from the sales of Fund shares prior to investment in Class A shares of the Fund. CDSC are deducted from redemption proceeds prior to remittance to the shareholder. During the year ended October 31, 2013, IDI advised the Fund that IDI retained $12,060 in front-end sales commissions from the sale of Class A shares and $457 from Class B shares for CDSC imposed on redemptions by shareholders.

For the year ended October 31, 2013, the Fund incurred $11,824 in brokerage commissions with Invesco Capital Markets, Inc., an affiliate of the Adviser and IDI, for portfolio transactions executed on behalf of the Fund.

Certain officers and trustees of the Trust are officers and directors of the Adviser, IIS and/or IDI.

 

17                         Invesco Summit Fund


NOTE 3—Additional Valuation Information

GAAP defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, under current market conditions. GAAP establishes a hierarchy that prioritizes the inputs to valuation methods, giving the highest priority to readily available unadjusted quoted prices in an active market for identical assets (Level 1) and the lowest priority to significant unobservable inputs (Level 3), generally when market prices are not readily available or are unreliable. Based on the valuation inputs, the securities or other investments are tiered into one of three levels. Changes in valuation methods may result in transfers in or out of an investment’s assigned level:

  Level 1 — Prices are determined using quoted prices in an active market for identical assets.
  Level 2 — Prices are determined using other significant observable inputs. Observable inputs are inputs that other market participants may use in pricing a security. These may include quoted prices for similar securities, interest rates, prepayment speeds, credit risk, yield curves, loss severities, default rates, discount rates, volatilities and others.
  Level 3 — Prices are determined using significant unobservable inputs. In situations where quoted prices or observable inputs are unavailable (for example, when there is little or no market activity for an investment at the end of the period), unobservable inputs may be used. Unobservable inputs reflect the Fund’s own assumptions about the factors market participants would use in determining fair value of the securities or instruments and would be based on the best available information.

As of October 31, 2013, all of the securities in this Fund were valued based on Level 1 inputs (see the Schedule of Investments for security categories). The level assigned to the securities valuations may not be an indication of the risk or liquidity associated with investing in those securities. Because of the inherent uncertainties of valuation, the values reflected in the financial statements may materially differ from the value received upon actual sale of those investments.

NOTE 4—Security Transactions with Affiliated Funds

The Fund is permitted to purchase or sell securities from or to certain other Invesco Funds under specified conditions outlined in procedures adopted by the Board of Trustees of the Trust. The procedures have been designed to ensure that any purchase or sale of securities by the Fund from or to another fund or portfolio that is or could be considered an affiliate by virtue of having a common investment adviser (or affiliated investment advisers), common Trustees and/or common officers complies with Rule 17a-7 of the 1940 Act. Further, as defined under the procedures, each transaction is effected at the current market price. Pursuant to these procedures, for the six months ended October 31, 2013, the Fund engaged in securities purchases of $27,611,065 and securities sales of $6,438,351, which resulted in net realized gains (losses) of $(195,693).

NOTE 5—Expense Offset Arrangement(s)

The expense offset arrangement is comprised of transfer agency credits which result from balances in demand deposit accounts used by the transfer agent for clearing shareholder transactions. For the year ended October 31, 2013, the Fund received credits from this arrangement, which resulted in the reduction of the Fund’s total expenses of $10,085.

NOTE 6—Trustees’ and Officers’ Fees and Benefits

Trustees’ and Officers’ Fees and Benefits include amounts accrued by the Fund to pay remuneration to certain Trustees and Officers of the Fund. Trustees have the option to defer compensation payable by the Fund, and Trustees’ and Officers’ Fees and Benefits also include amounts accrued by the Fund to fund such deferred compensation amounts. Those Trustees who defer compensation have the option to select various Invesco Funds in which their deferral accounts shall be deemed to be invested. Finally, certain current Trustees are eligible to participate in a retirement plan that provides for benefits to be paid upon retirement to Trustees over a period of time based on the number of years of service. The Fund may have certain former Trustees who also participate in a retirement plan and receive benefits under such plan. Trustees’ and Officers’ Fees and Benefits include amounts accrued by the Fund to fund such retirement benefits. Obligations under the deferred compensation and retirement plans represent unsecured claims against the general assets of the Fund.

NOTE 7—Cash Balances

The Fund is permitted to temporarily carry a negative or overdrawn balance in its account with State Street Bank and Trust Company, the custodian bank. Such balances, if any at period end, are shown in the Statement of Assets and Liabilities under the payable caption Amount due custodian. To compensate the custodian bank for such overdrafts, the overdrawn Fund may either (1) leave funds as a compensating balance in the account so the custodian bank can be compensated by earning the additional interest; or (2) compensate by paying the custodian bank at a rate agreed upon by the custodian bank and Invesco, not to exceed the contractually agreed upon rate.

 

18                         Invesco Summit Fund


NOTE 8—Distributions to Shareholders and Tax Components of Net Assets

Tax Character of Distributions to Shareholders Paid During the Years Ended October 31, 2013 and 2012:

 

     2013        2012  

Ordinary income

  $ 5,030,834         $ 2,385,158   

Tax Components of Net Assets at Period-End:

 

     2013  

Undistributed ordinary income

  $ 4,368,144   

Undistributed long-term gain

    36,609,708   

Net unrealized appreciation — investments

    545,058,592   

Net unrealized appreciation — other investments

    373   

Temporary book/tax differences

    (412,295

Shares of beneficial interest

    1,191,810,144   

Total net assets

  $ 1,777,434,666   

The difference between book-basis and tax-basis unrealized appreciation (depreciation) is due to differences in the timing of recognition of gains and losses on investments for tax and book purposes. The Fund’s net unrealized appreciation difference is attributable primarily to wash sales.

The temporary book/tax differences are a result of timing differences between book and tax recognition of income and/or expenses. The Fund’s temporary book/tax differences are the result of the trustee deferral of compensation and retirement plan benefits.

Capital loss carryforward is calculated and reported as of a specific date. Results of transactions and other activity after that date may affect the amount of capital loss carryforward actually available for the Fund to utilize. Capital losses generated in years beginning after December 22, 2010 can be carried forward for an unlimited period, whereas previous losses expire in 8 tax years. Capital losses with an expiration period may not be used to offset capital gains until all net capital losses without an expiration date have been utilized. Capital loss carryforwards with no expiration date will retain their character as either short-term or long-term capital losses instead of as short-term capital losses as under prior law. The ability to utilize capital loss carryforward in the future may be limited under the Internal Revenue Code and related regulations based on the results of future transactions.

The Fund utilized $176,125,809 of capital loss carryforward in the current period to offset net realized capital gain for federal income tax purposes. The Fund does not have a capital loss carryforward at period-end.

NOTE 9—Investment Securities

The aggregate amount of investment securities (other than short-term securities, U.S. Treasury obligations and money market funds, if any) purchased and sold by the Fund during the year ended October 31, 2013 was $789,244,303 and $947,523,116, respectively. Cost of investments on a tax basis includes the adjustments for financial reporting purposes as of the most recently completed federal income tax reporting period-end.

 

Unrealized Appreciation (Depreciation) of Investment Securities on a Tax Basis  

Aggregate unrealized appreciation of investment securities

  $ 558,883,789   

Aggregate unrealized (depreciation) of investment securities

    (13,825,197

Net unrealized appreciation of investment securities

  $ 545,058,592   

Cost of investments for tax purposes is $1,241,612,137.

NOTE 10—Reclassification of Permanent Differences

Primarily as a result of differing book/tax treatment of return of capital distributions, on October 31, 2013, undistributed net investment income was increased by $703,947, undistributed net realized gain was decreased by $184,741 and shares of beneficial interest was decreased by $519,206. This reclassification had no effect on the net assets of the Fund.

 

19                         Invesco Summit Fund


NOTE 11—Share Information

 

     Summary of Share Activity  
    Years ended October 31,  
    2013      2012  
     Shares      Amount      Shares      Amount  

Sold:

          

Class A

    525,746       $ 7,290,223         1,070,831       $ 13,190,161   

Class B

    11,649         151,168         21,019         244,005   

Class C

    79,562         1,053,742         176,652         2,186,738   

Class P

    3,874,176         54,668,908         5,083,729         62,566,787   

Class S

    14,304         198,996         18,947         233,112   

Class Y

    6,001         88,347         5,076         65,295   

Class R5

                    3,071         39,253   

Issued as reinvestment of dividends:

          

Class A

    3,239         41,359         303         3,456   

Class P

    383,821         4,928,263         205,145         2,350,958   

Class S

    866         11,071         484         5,520   

Class Y

    99         1,269         172         1,956   

Class R5

    50         647         20         222   

Automatic conversion of Class B shares to Class A shares:

          

Class A

    9,577         133,394         12,609         153,633   

Class B

    (9,924      (133,394      (12,997      (153,633

Reacquired:

          

Class A

    (926,509      (13,120,980      (828,991      (10,360,110

Class B

    (23,553      (324,671      (30,026      (359,833

Class C

    (73,656      (1,017,655      (222,894      (2,568,652

Class P

    (17,503,878      (249,581,358      (19,113,776      (236,395,420

Class S

    (48,612      (673,005      (64,852      (818,568

Class Y

    (12,557      (185,143      (69,922      (894,152

Class R5

    (2,831      (38,924                

Net increase (decrease) in share activity

    (13,692,430    $ (196,507,743      (13,745,400    $ (170,509,272

 

20                         Invesco Summit Fund


NOTE 12—Financial Highlights

The following schedule presents financial highlights for a share of the Fund outstanding throughout the periods indicated.

 

     Net asset
value,
beginning
of period
    Net
investment
income
(loss)(a)
    Net gains
(losses)
on securities
(both
realized and
unrealized)
    Total from
investment
operations
    Dividends
from net
investment
income
    Distributions
from net
realized
gains
    Total
distributions
    Net asset
value, end
of period
    Total
return(b)
    Net assets,
end of period
(000’s omitted)
    Ratio of
expenses
to average
net assets
with fee waivers
and/or expenses
absorbed
    Ratio of
expenses
to average net
assets without
fee waivers
and/or expenses
absorbed
    Ratio of net
investment
income (loss)
to average
net assets
    Portfolio
turnover(c)
 

Class A

                           

Year ended 10/31/13

  $ 12.67      $ 0.03      $ 3.72      $ 3.75      $ (0.02   $      $ (0.02   $ 16.40        29.68   $ 23,025        1.06 %(d)      1.06 %(d)      0.20 %(d)      49

Year ended 10/31/12

    11.56        0.01        1.10        1.11        (0.00            (0.00     12.67        9.62        22,712        1.08        1.08        0.09        36   

Year ended 10/31/11

    11.09        0.00        0.47        0.47        (0.00            (0.00     11.56        4.25        17,763        1.06        1.07        0.00        59   

Year ended 10/31/10

    9.55        0.00        1.61        1.61        (0.07            (0.07     11.09        16.89        21,981        1.09        1.10        0.00        53   

Year ended 10/31/09

    9.81        0.06        0.33        0.39        (0.05     (0.60     (0.65     9.55        4.99        24,855        1.12        1.13        0.70        89   

Class B

                           

Year ended 10/31/13

    12.25        (0.08     3.59        3.51                             15.76        28.65        831        1.81 (d)      1.81 (d)      (0.55 )(d)      49   

Year ended 10/31/12

    11.24        (0.08     1.09        1.01                             12.25        8.99        913        1.83        1.83        (0.66     36   

Year ended 10/31/11

    10.87        (0.09     0.46        0.37                             11.24        3.40        1,085        1.81        1.82        (0.75     59   

Year ended 10/31/10

    9.37        (0.08     1.58        1.50                             10.87        16.01        1,477        1.84        1.85        (0.75     53   

Year ended 10/31/09

    9.64        (0.00     0.33        0.33               (0.60     (0.60     9.37        4.31        1,975        1.87        1.88        (0.05     89   

Class C

                           

Year ended 10/31/13

    12.22        (0.08     3.59        3.51                             15.73        28.72        2,122        1.81 (d)      1.81 (d)      (0.55 )(d)      49   

Year ended 10/31/12

    11.23        (0.08     1.07        0.99                             12.22        8.82        1,577        1.83        1.83        (0.66     36   

Year ended 10/31/11

    10.85        (0.09     0.47        0.38                             11.23        3.50        1,968        1.81        1.82        (0.75     59   

Year ended 10/31/10

    9.36        (0.08     1.57        1.49                             10.85        15.92        2,435        1.84        1.85        (0.75     53   

Year ended 10/31/09

    9.63        (0.00     0.33        0.33               (0.60     (0.60     9.36        4.31        3,145        1.87        1.88        (0.05     89   

Class P

                           

Year ended 10/31/13

    12.75        0.05        3.74        3.79        (0.04            (0.04     16.50        29.84        1,746,339        0.91 (d)      0.91 (d)      0.35 (d)      49   

Year ended 10/31/12

    11.63        0.03        1.11        1.14        (0.02            (0.02     12.75        9.80        1,518,577        0.93        0.93        0.24        36   

Year ended 10/31/11

    11.15        0.02        0.48        0.50        (0.02            (0.02     11.63        4.46        1,545,006        0.91        0.92        0.15        59   

Year ended 10/31/10

    9.60        0.02        1.60        1.62        (0.07            (0.07     11.15        16.97        1,663,462        0.94        0.95        0.15        53   

Year ended 10/31/09

    9.85        0.08        0.33        0.41        (0.06     (0.60     (0.66     9.60        5.22        1,572,776        0.97        0.98        0.85        89   

Class S

                           

Year ended 10/31/13

    12.70        0.04        3.73        3.77        (0.04            (0.04     16.43        29.74        4,490        0.96 (d)      0.96 (d)      0.30 (d)      49   

Year ended 10/31/12

    11.58        0.02        1.12        1.14        (0.02            (0.02     12.70        9.82        3,896        0.98        0.98        0.19        36   

Year ended 10/31/11

    11.11        0.01        0.47        0.48        (0.01            (0.01     11.58        4.36        4,078        0.96        0.97        0.10        59   

Year ended 10/31/10

    9.56        0.01        1.61        1.62        (0.07            (0.07     11.11        16.99        4,246        0.99        1.00        0.10        53   

Year ended 10/31/09(e)

    9.65        0.01        (0.10     (0.09                          9.56        (0.93     312        0.95 (f)      0.96 (f)      0.87 (f)      89   

Class Y

                           

Year ended 10/31/13

    12.72        0.06        3.73        3.79        (0.06            (0.06     16.45        29.90        514        0.81 (d)      0.81 (d)      0.45 (d)      49   

Year ended 10/31/12

    11.58        0.04        1.13        1.17        (0.03            (0.03     12.72        10.14        479        0.83        0.83        0.34        36   

Year ended 10/31/11

    11.11        0.03        0.47        0.50        (0.03            (0.03     11.58        4.48        1,186        0.81        0.82        0.25        59   

Year ended 10/31/10

    9.56        0.03        1.60        1.63        (0.08            (0.08     11.11        17.14        1,422        0.84        0.85        0.25        53   

Year ended 10/31/09

    9.81        0.09        0.32        0.41        (0.06     (0.60     (0.66     9.56        5.26        2,201        0.87        0.88        0.95        89   

Class R5

                           

Year ended 10/31/13

    12.73        0.08        3.72        3.80        (0.07            (0.07     16.46        30.05        114        0.71 (d)      0.71 (d)      0.55 (d)      49   

Year ended 10/31/12

    11.60        0.06        1.11        1.17        (0.04            (0.04     12.73        10.12        123        0.72        0.72        0.45        36   

Year ended 10/31/11

    11.14        0.04        0.47        0.51        (0.05            (0.05     11.60        4.54        77        0.74        0.75        0.32        59   

Year ended 10/31/10

    9.58        0.04        1.62        1.66        (0.10            (0.10     11.14        17.42        11        0.68        0.69        0.41        53   

Year ended 10/31/09

    9.81        0.10        0.33        0.43        (0.06     (0.60     (0.66     9.58        5.48        11,358        0.67        0.68        1.15        89   

 

(a)  Calculated using average shares outstanding.
(b)  Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Does not include sales charges and is not annualized for periods less than one year, if applicable.
(c)  Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year, if applicable.
(d)  Ratios are based on average daily net assets (000’s omitted) of $23,351, $899, $2,055, $1,610,126, $4,072, $490 and $113 for Class A, Class B, Class C, Class P, Class S, Class Y and Class R5 shares, respectively.
(e)  Commencement date of September 25, 2009 for Class S shares.
(f)  Annualized.

 

21                         Invesco Summit Fund


Report of Independent Registered Public Accounting Firm

 

To the Board of Trustees of AIM Equity Funds (Invesco Equity Funds)

and Shareholders of Invesco Summit Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Invesco Summit Fund (one of the funds constituting AIM Equity Funds (Invesco Equity Funds), hereafter referred to as the “Fund”) at October 31, 2013, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at October 31, 2013 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PRICEWATERHOUSECOOPERS LLP

December 23, 2013

Houston, Texas

 

22                         Invesco Summit Fund


Calculating your ongoing Fund expenses

Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, which may include sales charges (loads) on purchase payments or contingent deferred sales charges on redemptions, if any; and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees, and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period May 1, 2013 through October 31, 2013.

Actual expenses

The table below provides information about actual account values and actual expenses. You may use the information in this table, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the table under the heading entitled “Actual Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical example for comparison purposes

The table below also provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return.

The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs, such as sales charges (loads) on purchase payments or contingent deferred sales charges on redemptions, if any. Therefore, the hypothetical information is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transaction costs were included, your costs would have been higher.

 

Class   Beginning
Account Value
(05/01/13)
    ACTUAL    

HYPOTHETICAL

(5% annual return before

expenses)

    Annualized
Expense
Ratio
 
    Ending
Account Value
(10/31/13)1
    Expenses
Paid During
Period2
    Ending
Account Value
(10/31/13)
    Expenses
Paid During
Period2
   
A   $ 1,000.00      $ 1,156.60      $ 5.71      $ 1,019.91      $ 5.35        1.05
B     1,000.00        1,152.90        9.77        1,016.13        9.15        1.80   
C     1,000.00        1,153.20        9.77        1,016.13        9.15        1.80   
P     1,000.00        1,157.90        4.90        1,020.67        4.58        0.90   
S     1,000.00        1,157.00        5.16        1,020.42        4.84        0.95   
Y     1,000.00        1,158.50        4.35        1,021.17        4.08        0.80   
R5     1,000.00        1,158.30        3.92        1,021.58        3.67        0.72   

 

1  The actual ending account value is based on the actual total return of the Fund for the period May 1, 2013 through October 31, 2013, after actual expenses and will differ from the hypothetical ending account value which is based on the Fund’s expense ratio and a hypothetical annual return of 5% before expenses.
2  Expenses are equal to the Fund’s annualized expense ratio as indicated above multiplied by the average account value over the period, multiplied by 184/365 to reflect the most recent fiscal half year.

 

23                         Invesco Summit Fund


Approval of Investment Advisory and Sub-Advisory Contracts

 

The Board of Trustees (the Board) of AIM Equity Funds (Invesco Equity Funds) is required under the Investment Company Act of 1940, as amended, to approve annually the renewal of Invesco Summit Fund’s (the Fund) investment advisory agreement with Invesco Advisers, Inc. (Invesco Advisers) and the Master Intergroup Sub-Advisory Contract for Mutual Funds (the sub-advisory contracts) with Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Limited, Invesco Australia Limited, Invesco Hong Kong Limited, Invesco Senior Secured Management, Inc. and Invesco Canada Ltd. (collectively, the Affiliated Sub-Advisers). During contract renewal meetings held on June 17-19, 2013, the Board as a whole, and the disinterested or “independent” Trustees, who comprise over 75% of the Board, voting separately, approved the continuance of the Fund’s investment advisory agreement and the sub-advisory contracts for another year, effective July 1, 2013. The Board determined that the continuation of the Fund’s investment advisory agreement and the sub-advisory contracts are in the best interests of the Fund and its shareholders and the compensation payable to Invesco Advisers and the Affiliated Sub-Advisers under the agreements is fair and reasonable.

The Board’s Fund Evaluation Process

The Board’s Investments Committee has established three Sub-Committees, each of which is primarily responsible for overseeing the management of a number of the funds advised by Invesco Advisers (the Invesco Funds). The Sub-Committees meet throughout the year to review the performance of their assigned Invesco Funds, including reviewing materials prepared under the direction of the independent Senior Officer, an officer of the Invesco Funds who reports directly to the independent Trustees. Over the course of each year, the Sub-Committees meet with portfolio managers for their assigned Invesco Funds and other members of management to review the performance, investment objective(s), policies, strategies, limitations and investment risks of these funds. The Sub-Committees meet regularly and at designated contract renewal meetings each year to conduct a review of the performance, fees, expenses and other matters related to their assigned Invesco Funds. Each Sub-Committee recommends to the Investments Committee, which in turn recommends to the full Board, whether and on what terms to approve the continuance of each Invesco Fund’s investment advisory agreement and sub-advisory contracts for another year.

During the contract renewal process, the Trustees receive comparative performance and fee data regarding the Invesco Funds prepared by Invesco Advisers and Lipper Inc. (Lipper), an

independent provider of investment company data. The Trustees also receive an independent written evaluation from the Senior Officer. The Senior Officer’s evaluation is prepared as part of his responsibility to manage the process by which the Invesco Funds’ proposed management fees are negotiated during the annual contract renewal process to ensure they are negotiated in a manner that is at arms’ length and reasonable. The independent Trustees are assisted in their annual evaluation of the Fund’s investment advisory agreement by the Senior Officer and by independent legal counsel. In addition to meetings with Invesco Advisers and fund counsel, the independent Trustees also discuss the continuance of the investment advisory agreement and sub-advisory contracts in separate sessions with the Senior Officer and with independent legal counsel.

In evaluating the fairness and reasonableness of compensation under the Fund’s investment advisory agreement and sub-advisory contracts, the Board considered, among other things, the factors discussed below. The Trustees recognized that the advisory fee rates for the Invesco Funds are, in many cases, the result of years of review and negotiation between the Trustees and Invesco Advisers as well as advisory fees previously approved by different predecessor boards. The Trustees’ deliberations and conclusions in a particular year may be based in part on their deliberations and conclusions regarding these same arrangements throughout the year and in prior years. The Trustees’ review and conclusions are based on the comprehensive consideration of all information presented to them and are not the result of any single determinative factor. Moreover, one Trustee may have weighed a particular piece of information or factor differently than another Trustee.

The discussion below serves as the Senior Officer’s independent written evaluation with respect to the Fund’s investment advisory agreement as well as a discussion of the material factors and related conclusions that formed the basis for the Board’s approval of the Fund’s investment advisory agreement and sub-advisory contracts. Unless otherwise stated, this information is current as of June 19, 2013, and may not reflect consideration of factors that became known to the Board after that date, including, for example, changes to the Fund’s performance, advisory fees, expense limitations and/or fee waivers.

Factors and Conclusions and Summary of Independent Written Fee Evaluation

A. Nature, Extent and Quality of Services Provided by Invesco Advisers and the Affiliated Sub-Advisers

The Board reviewed the advisory services provided to the Fund by Invesco Advisers under

the Fund’s investment advisory agreement, the performance of Invesco Advisers in providing these services, and the credentials and experience of the officers and employees of Invesco Advisers who provide these services, including the Fund’s portfolio manager or managers, with whom the Sub-Committees met during the year. The Board’s review of the qualifications of Invesco Advisers to provide advisory services included the Board’s consideration of Invesco Advisers’ investment process oversight, independent credit analysis and investment risk management.

In determining whether to continue the Fund’s investment advisory agreement, the Board considered the benefits of reapproving an existing relationship and the greater uncertainty that may be associated with entering into a new relationship. The Board also considered non-advisory services that Invesco Advisers and its affiliates provide to the Invesco Funds such as various back office support functions, equity and fixed income trading operations, internal audit, distribution and legal and compliance. The Board concluded that the nature, extent and quality of the services provided to the Fund by Invesco Advisers are appropriate and satisfactory and consistent with the terms of the Fund’s investment advisory agreement.

The Board reviewed the services that may be provided by the Affiliated Sub-Advisers under the sub-advisory contracts and the credentials and experience of the officers and employees of the Affiliated Sub-Advisers who provide these services. The Board noted that the Affiliated Sub-Advisers have offices and personnel that are located in financial centers around the world. As a result, the Affiliated Sub-Advisers can provide research and investment analysis on the markets and economies of various countries in which the Fund may invest, make recommendations regarding securities and assist with security trades. The Board concluded that the sub-advisory contracts benefit the Fund and its shareholders by permitting Invesco Advisers to use the resources and talents of the Affiliated Sub-Advisers in managing the Fund. The Board concluded that the nature, extent and quality of the services that may be provided by the Affiliated Sub-Advisers are appropriate and satisfactory and consistent with the terms of the Fund’s sub-advisory contracts.

B. Fund Performance

The Board considered Fund performance as a relevant factor in considering whether to approve the investment advisory agreement. The Board did not view Fund performance as a relevant factor in considering whether to approve the sub-advisory contracts for the Fund, as no Affiliated Sub-Adviser currently manages assets of the Fund.

The Board compared the Fund’s performance during the past one, three and five calendar years to the performance of funds in the Lipper

 

 

24                         Invesco Summit Fund


performance universe and against the Lipper Multi-Cap Growth Funds Index. The Board noted that performance of Class P shares of the Fund was in the third quintile of the performance universe for the one year period, the fourth quintile for the three year period and the fifth quintile for the five year period (the first quintile being the best performing funds and the fifth quintile being the worst performing funds). The Board noted that performance of Class P shares of the Fund was below the performance of the Index for the one, three and five year periods. Invesco Advisers noted that the Fund continues to be positioned as a conservative growth portfolio. The Trustees also reviewed more recent Fund performance and this review did not change their conclusions.

C. Advisory and Sub-Advisory Fees

The Board compared the Fund’s contractual management fee rate to the contractual management fee rates of funds in the Fund’s Lipper expense group at a common asset level. The Board noted that the contractual management fee rate for Class P shares of the Fund was below the median contractual management fee rate of funds in the expense group. The Board noted that the term “contractual management fee” may include both advisory and certain administrative services fees and that Invesco does not charge the Invesco Funds fees for the administrative services included in the term as defined by Lipper. The Board also reviewed the methodology used by Lipper in providing expense group information, which includes using each fund’s contractual management fee schedule (including any applicable breakpoints) as reported in the most recent prospectus or statement of additional information for each fund in the expense group.

The Board noted that Invesco Advisers and the Affiliated Sub-Advisers do not advise other mutual funds or client accounts with investment strategies comparable to those of the Fund.

The Board also considered the services that may be provided by the Affiliated Sub-Advisers pursuant to the sub-advisory contracts, as well as the fees payable by Invesco Advisers to the Affiliated Sub-Advisers pursuant to the sub-advisory contracts. The Board also noted that the sub-advisory fees are not paid directly by the Fund, but rather, are payable by Invesco Advisers to the Affiliated Sub-Advisers.

Based upon the information and considerations described above, the Board concluded that the compensation payable to Invesco Advisers and the Affiliated Sub-Advisers is fair and reasonable.

D. Economies of Scale and Breakpoints

The Board considered the extent to which there are economies of scale in the provision of advisory services to the Fund. The Board also considered whether the Fund benefits from economies of scale through contractual breakpoints in the Fund’s advisory fee schedule and was assisted in this review by a report from the Senior Officer. The Board also noted that the Fund shares directly in economies of scale

through lower fees charged by third party service providers based on the combined size of the Invesco Funds and other clients advised by Invesco Advisers.

E. Profitability and Financial Resources

The Board reviewed information from Invesco Advisers concerning the costs of the advisory and other services that Invesco Advisers and its affiliates provide to the Fund and the profitability of Invesco Advisers and its affiliates in providing these services for the year ended December 31, 2012. The Board received information from Invesco Advisers about the methodology used to prepare the profitability information. The Board considered the profitability of Invesco Advisers in managing the Fund and the Invesco Funds. The Board noted that Invesco Advisers continues to operate at a net profit from services Invesco Advisers and its subsidiaries provide to the Invesco Funds and the Fund. The Board did not deem the level of profits realized by Invesco Advisers and its affiliates from providing services to the Fund to be excessive given the nature, quality and extent of the services provided to the Invesco Funds. The Board received and accepted information from Invesco Advisers demonstrating that Invesco Advisers and each Affiliated Sub-Adviser are financially sound and have the resources necessary to perform their obligations under the investment advisory agreement and sub-advisory contracts.

F. Collateral Benefits to Invesco Advisers and its Affiliates

The Board considered various other benefits received by Invesco Advisers and its affiliates from the relationship with the Fund, including the fees received for their provision of transfer agency and distribution services to the Fund. The Board considered comparative information regarding fees charged for these services, including information provided by Lipper and other independent sources. The Board considered the performance of Invesco Advisers and its affiliates in providing these services and the organizational structure employed to provide these services. The Board also considered that these services are provided to the Fund pursuant to written contracts that are reviewed and approved on an annual basis by the Board; that the services are required for the operation of the Fund; that Invesco Advisers and its affiliates can provide services, the nature and quality of which are at least equal to those provided by others offering the same or similar services; and that the fees for such services are fair and reasonable in light of the usual and customary charges by others for services of the same nature and quality.

The Board considered the benefits realized by Invesco Advisers and the Affiliated Sub-Advisers as a result of portfolio brokerage transactions executed through “soft dollar” arrangements. The Board noted that soft dollar arrangements shift the payment obligation for research services from Invesco Advisers and the Affiliated Sub-Advisers to the Invesco Funds and that the research received may be used with

other clients of Invesco Advisers and may reduce Invesco Advisers’ and the Affiliated Sub-Advisers’ expenses. The Board also considered periodic reports from the Chief Compliance Officer of the Invesco Funds demonstrating that these arrangements are consistent with regulatory requirements. The Board did not deem the soft dollar arrangements to be inappropriate.

The Board considered that the Fund’s uninvested cash and cash collateral from any securities lending arrangements may be invested in money market funds advised by Invesco Advisers pursuant to procedures approved by the Board. The Board noted that Invesco Advisers receives advisory fees from these affiliated money market funds attributable to such investments, although Invesco Advisers has contractually agreed to waive through varying periods the advisory fees payable by the Invesco Funds. The waiver is in an amount equal to 100% of the net advisory fee Invesco Advisers receives from the affiliated money market funds with respect to the Fund’s investment in the affiliated money market funds of uninvested cash, but not cash collateral. The Board concluded that the Fund’s investment of uninvested cash and cash collateral from any securities lending arrangements in the affiliated money market funds is in the best interests of the Fund and its shareholders.

The Board also considered use of an affiliated broker to execute certain trades for the Fund to among other things, control information leakage, and were advised that such trades are executed in compliance with rules under the Investment Company Act of 1940, as amended.

 

 

25                         Invesco Summit Fund


Tax Information

Form 1099-DIV, Form 1042-S and other year–end tax information provide shareholders with actual calendar year amounts that should be included in their tax returns. Shareholders should consult their tax advisors.

The following distribution information is being provided as required by the Internal Revenue Code or to meet a specific state’s requirement.

The Fund designates the following amounts or, if subsequently determined to be different, the maximum amount allowable for its fiscal year ended October 31, 2013:

 

Federal and State Income Tax

 

Qualified Dividend Income*

    100

Corporate Dividends Received Deduction*

    100

 

  * The above percentages are based on ordinary income dividends paid to shareholders during the Fund’s fiscal year.

 

26                         Invesco Summit Fund


Trustees and Officers

 

The address of each trustee and officer is AIM Equity Funds (Invesco Equity Funds) (the “Trust”), 11 Greenway Plaza, Suite 1000, Houston, Texas 77046-1173. 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.

 

Name, Year of Birth and

Position(s) Held with the Trust

 

Trustee and/

or Officer Since

 

Principal Occupation(s)

During Past 5 Years

  Number of
Funds in Fund
Complex
Overseen by
Trustee
 

Other Directorship(s)

Held by Trustee During

Past 5 Years

Interested Persons                
Martin L. Flanagan1 — 1960 Trustee   2007  

Executive Director, Chief Executive Officer and President, Invesco Ltd. (ultimate parent of Invesco and a global investment management firm); Advisor to the Board, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.); Trustee, The Invesco Funds; Vice Chair, Investment Company Institute; and Member of Executive Board, SMU Cox School of Business

 

Formerly: Chairman and Chief Executive Officer, Invesco Advisers, Inc. (registered investment adviser); Director, Chairman, Chief Executive Officer and President, IVZ Inc. (holding company), INVESCO Group Services, Inc. (service provider) and Invesco North American Holdings, Inc. (holding company); Director, Chief Executive Officer and President, Invesco Holding Company Limited (parent of Invesco 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)

  117   None
Philip A. Taylor2 — 1954 Trustee, President and Principal Executive Officer   2006  

Head of North American Retail and Senior Managing Director, Invesco Ltd.; Director, Co-Chairman, Co-President and Co-Chief Executive Officer, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Director, Chairman, Chief Executive Officer and President, Invesco Management Group, Inc. (formerly known as Invesco Aim Management Group, Inc.) (financial services holding company); Director and President, INVESCO Funds Group, Inc. (registered investment adviser and registered transfer agent); Director and Chairman, Invesco Investment Services, Inc. (formerly known as Invesco Aim Investment Services, Inc.) (registered transfer agent) and IVZ Distributors, Inc. (formerly known as INVESCO Distributors, Inc.) (registered broker dealer); Director, President and Chairman, Invesco Inc. (holding company) and Invesco Canada Holdings Inc. (holding company); Chief Executive Officer, Invesco Corporate Class Inc. (corporate mutual fund company) and Invesco Canada Fund Inc. (corporate mutual fund company); Director, Chairman and Chief Executive Officer, Invesco Canada Ltd. (formerly known as Invesco Trimark Ltd./Invesco Trimark Ltèe) (registered investment adviser and registered transfer agent); Trustee, President and Principal Executive Officer, The Invesco Funds (other than AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust) and Short-Term Investments Trust); Trustee and Executive Vice President, The Invesco Funds (AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust) and Short-Term Investments Trust only); Director, Invesco Investment Advisers LLC (formerly known as Van Kampen Asset Management); Director, Chief Executive Officer and President, Van Kampen Exchange Corp.

 

Formerly: Director and Chairman, Van Kampen Investor Services Inc.: Director, Chief Executive Officer and President, 1371 Preferred Inc. (holding company); and Van Kampen Investments Inc.; Director and President, AIM GP Canada Inc. (general partner for limited partnerships); and Van Kampen Advisors, Inc.; Director and Chief Executive Officer, Invesco Trimark Dealer Inc. (registered broker dealer); Director, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.) (registered broker dealer); Manager, Invesco PowerShares Capital Management LLC; Director, Chief Executive Officer and President, Invesco Advisers, Inc.; Director, Chairman, Chief Executive Officer and President, Invesco Aim Capital Management, Inc.; President, Invesco Trimark Dealer Inc. and Invesco Trimark Ltd./Invesco Trimark Ltèe; Director and President, AIM Trimark Corporate Class Inc. and AIM Trimark Canada Fund Inc.; 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 Invesco Funds (AIM Treasurer’s Series Trust (Invesco 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.

  117   None

Wayne W. Whalen3 — 1939

Trustee

  2010   Of Counsel, and prior to 2010, partner in the law firm of Skadden, Arps, Slate, Meagher & Flom LLP, legal counsel to certain funds in the Fund Complex   130   Director of the Mutual Fund Directors Forum, a nonprofit membership organization for investment directors; Chairman and Director of the Abraham Lincoln Presidential Library Foundation; and Director of the Stevenson Center for Democracy
1  Mr. Flanagan is considered an interested person of the Trust because he is an officer of the adviser to the Trust, and an officer and a director of Invesco Ltd., ultimate parent of the adviser to the Trust.
2  Mr. Taylor is considered an interested person of the Trust because he is an officer and a director of the adviser to, and a director of the principal underwriter of, the Trust.
3  Mr. Whalen is considered an “interested person” (within the meaning of Section 2(a)(19) of the 1940 Act) of certain Funds in the Invesco Fund Complex because he and his firm currently provide legal services as legal counsel to such Funds.

 

T-1                         Invesco Summit Fund


Trustees and Officers—(continued)

 

Name, Year of Birth and

Position(s) Held with the Trust

 

Trustee and/

or Officer Since

 

Principal Occupation(s)

During Past 5 Years

 

Number of

Funds in Fund

Complex

Overseen by

Trustee

 

Other Directorship(s)

Held by Trustee During

Past 5 Years

Independent Trustees                

Bruce L. Crockett — 1944

Trustee and Chair

  1993  

Chairman, Crockett Technologies Associates (technology consulting company)

 

Formerly: Director, Captaris (unified messaging provider); Director, President and Chief Executive Officer COMSAT Corporation; and Chairman, Board of Governors of INTELSAT (international communications company)

  117   ACE Limited (insurance company); Investment Company Institute

David C. Arch — 1945

Trustee

  2010  

Chairman and Chief Executive Officer of Blistex Inc., (consumer health care products manufacturer)

 

Formerly: Member of the Heartland Alliance Advisory Board, a nonprofit organization serving human needs based in Chicago

  130   Board member of the Illinois Manufacturers’ Association; Member of the Board of Visitors, Institute for the Humanities, University of Michigan

Frank S. Bayley — 1939

Trustee

  2001  

Retired

 

Formerly: Director, Badgley Funds, Inc. (registered investment company) (2 portfolios) and General Partner and Of Counsel, law firm of Baker & McKenzie, LLP

  117   Director and Chairman, C.D. Stimson Company (a real estate investment company); Trustee and Overseer, The Curtis Institute of Music

James T. Bunch — 1942

Trustee

  2003  

Managing Member, Grumman Hill Group LLC (family office private equity management)

 

Formerly: Founder, Green, Manning & Bunch Ltd. (investment banking firm)(1988-2010); Executive Committee, United States Golf Association; and Director, Policy Studies, Inc. and Van Gilder Insurance Corporation

  117   Chairman, Board of Governors, Western Golf Association; Chairman-elect, Evans Scholars Foundation; and Director, Denver Film Society

Rodney F. Dammeyer — 1940

Trustee

  2010  

Chairman of CAC, LLC, (private company offering capital investment and management advisory services)

 

Formerly: Prior to 2001, Managing Partner at Equity Group Corporate Investments; Prior to 1995, Chief Executive Officer of Itel Corporation (formerly Anixter International); Prior to 1985, experience includes Senior Vice President and Chief Financial Officer of Household International, Inc., Executive Vice President and Chief Financial Officer of Northwest Industries, Inc. and Partner of Arthur Andersen & Co.; From 1987 to 2010, Director/Trustee of investment companies in the Van Kampen Funds complex

  117   Director of Quidel Corporation and Stericycle, Inc.; Prior to May 2008, Trustee of The Scripps Research Institute; Prior to February 2008, Director of Ventana Medical Systems, Inc.

Albert R. Dowden — 1941

Trustee

  2000  

Director of a number of public and private business corporations, including the Boss Group, Ltd. (private investment and management); and Reich & Tang Funds (5 portfolios) (registered investment company)

 

Formerly: Director, Homeowners of America Holding Corporation/Homeowners of America Insurance Company (property casualty company); Director, Continental Energy Services, LLC (oil and gas pipeline service); Director, CompuDyne Corporation (provider of product and services to the public security market) and Director, Annuity and Life Re (Holdings), Ltd. (reinsurance company); Director, President and Chief Executive Officer, Volvo Group North America, Inc.; Senior Vice President, AB Volvo; Director of various public and private corporations; Chairman, DHJ Media, Inc.; Director, Magellan Insurance Company; and Director, The Hertz Corporation, Genmar Corporation (boat manufacturer), National Media Corporation; Advisory Board of Rotary Power International (designer, manufacturer, and seller of rotary power engines); and Chairman, Cortland Trust, Inc. (registered investment company)

  117   Director of Nature’s Sunshine Products, Inc.

Jack M. Fields — 1952

Trustee

  1997  

Chief Executive Officer, Twenty First Century Group, Inc. (government affairs company); Owner and Chief Executive Officer, Dos Angeles Ranch, L.P. (cattle, hunting, corporate entertainment); and Discovery Global Education Fund (non-profit)

 

Formerly: Chief Executive Officer, Texana Timber LP (sustainable forestry company); Director of Cross Timbers Quail Research Ranch (non-profit); and member of the U.S. House of Representatives

  117   Insperity, Inc. (formerly known as Administaff)

Prema Mathai-Davis — 1950

Trustee

  1998  

Retired

 

Formerly: Chief Executive Officer, YWCA of the U.S.A.

  117   None

Larry Soll  — 1942

Trustee

  2003  

Retired

 

Formerly: Chairman, Chief Executive Officer and President, Synergen Corp. (a biotechnology company)

  117   None

Hugo F. Sonnenschein — 1940

Trustee

  2010  

Distinguished Service Professor and President Emeritus of the University of Chicago and the Adam Smith Distinguished Service Professor in the Department of Economics at the University of Chicago

 

Formerly: President of the University of Chicago

  130   Trustee of the University of Rochester and a member of its investment committee. Member of the National Academy of Sciences, the American Philosophical Society and a fellow of the American Academy of Arts and Sciences

 

T-2                         Invesco Summit Fund


Trustees and Officers—(continued)

 

Name, Year of Birth and

Position(s) Held with the Trust

 

Trustee and/

or Officer Since

 

Principal Occupation(s)

During Past 5 Years

 

Number of

Funds in Fund

Complex

Overseen by

Trustee

 

Other Directorship(s)

Held by Trustee During

Past 5 Years

Independent Trustees—(continued)

Raymond Stickel, Jr. — 1944

Trustee

  2005  

Retired

 

Formerly: Director, Mainstay VP Series Funds, Inc. (25 portfolios) and Partner, Deloitte & Touche

  117   None
Other Officers                

Russell C. Burk — 1958

Senior Vice President and Senior Officer

  2005   Senior Vice President and Senior Officer, The Invesco Funds   N/A   N/A

John M. Zerr — 1962

Senior Vice President, Chief Legal Officer and Secretary

  2006  

Director, Senior Vice President, Secretary and General Counsel, Invesco Management Group, Inc. (formerly known as Invesco Aim Management Group, Inc.) and Van Kampen Exchange Corp.; Senior Vice President, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Senior Vice President and Secretary, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.); Director, Vice President and Secretary, Invesco Investment Services, Inc. (formerly known as Invesco Aim Investment Services, Inc.) and IVZ Distributors, Inc. (formerly known as INVESCO Distributors, Inc.); Director and Vice President, INVESCO Funds Group, Inc.; Senior Vice President, Chief Legal Officer and Secretary, The Invesco Funds; Manager, Invesco PowerShares Capital Management LLC; Director, Secretary and General Counsel, Invesco Investment Advisers LLC (formerly known as Van Kampen Asset Management); Secretary and General Counsel, Invesco Capital Markets, Inc. (formerly known as Van Kampen Funds Inc.) and Chief Legal Officer, PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Fund Trust II, PowerShares India Exchange-Traded Fund Trust and PowerShares Actively Managed Exchange-Traded Fund Trust

 

Formerly: Director and Vice President, Van Kampen Advisors Inc.; Director, Vice President, Secretary and General Counsel, Van Kampen Investor Services Inc.; Director, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.); Director, Senior Vice President, General Counsel and Secretary, Invesco Aim Advisers, Inc. and Van Kampen Investments Inc.; Director, Vice President and Secretary, Fund Management Company; Director, Senior Vice President, Secretary, General Counsel and Vice President, Invesco Aim Capital Management, Inc.; Chief Operating Officer and General Counsel, Liberty Ridge Capital, Inc. (an investment adviser); Vice President and Secretary, PBHG Funds (an investment company) and 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) and 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)

  N/A   N/A

Karen Dunn Kelley — 1960

Vice President

  2004  

Senior Managing Director, Investments; Director, Co-President, Co-Chief Executive Officer, and Co-Chairman, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Chairman, Invesco Senior Secured Management, Inc.; Senior Vice President, Invesco Management Group, Inc. (formerly known as Invesco Aim Management Group, Inc.); Executive Vice President, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.); Director, Invesco Mortgage Capital Inc., and Invesco Management Company Limited; Director and President, INVESCO Asset Management (Bermuda) Ltd., Vice President, The Invesco Funds (other than AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust) and Short-Term Investments Trust); and President and Principal Executive Officer, The Invesco Funds (AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust) and Short-Term Investments Trust only)

 

Formerly: Director, INVESCO Global Asset Management Limited and INVESCO Management S.A.; Senior Vice President, Van Kampen Investments Inc. and Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Vice President, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.); Director of Cash Management and Senior Vice President, Invesco Advisers, Inc. and Invesco Aim Capital Management, Inc.; President and Principal Executive Officer, Tax-Free Investments Trust; Director and President, Fund Management Company; Chief Cash Management Officer, Director of Cash Management, Senior Vice President, and Managing Director, Invesco Aim Capital Management, Inc.; Director of Cash Management, Senior Vice President, and Vice President, Invesco Advisers, Inc. and The Invesco Funds (AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust), Short-Term Investments Trust and Tax-Free Investments Trust only)

  N/A   N/A

 

T-3                         Invesco Summit Fund


Trustees and Officers—(continued)

 

Name, Year of Birth and

Position(s) Held with the Trust

 

Trustee and/

or Officer Since

 

Principal Occupation(s)

During Past 5 Years

 

Number of

Funds in Fund

Complex

Overseen by

Trustee

 

Other Directorship(s)

Held by Trustee During

Past 5 Years

Other Officers—(continued)                

Sheri Morris — 1964

Vice President, Treasurer and Principal Financial Officer

  1999  

Vice President, Treasurer and Principal Financial Officer, The Invesco Funds; Vice President, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); and Vice President, PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Fund Trust II, PowerShares India Exchange-Traded Fund Trust and PowerShares Actively Managed Exchange-Traded Fund Trust

 

Formerly: Vice President, Invesco Aim Advisers, Inc., Invesco Aim Capital Management, Inc. and Invesco Aim Private Asset Management, Inc.; Assistant Vice President and Assistant Treasurer, The Invesco Funds and Assistant Vice President, Invesco Advisers, Inc., Invesco Aim Capital Management, Inc. and Invesco Aim Private Asset Management, Inc.; and Treasurer, PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Fund Trust II, PowerShares India Exchange-Traded Fund Trust and PowerShares Actively Managed Exchange-Traded Fund Trust

  N/A   N/A

Crissie M. Wisdom — 1969

Anti-Money Laundering Compliance Officer

  2013   Anti-Money Laundering Compliance Officer, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser), Invesco Capital Markets, Inc. (formerly known as Van Kampen Funds Inc.), Invesco Distributors, Inc., Invesco Investment Services, Inc., Invesco Management Group, Inc., Van Kampen Exchange Corp., The Invesco Funds, Invesco Funds (Chicago), and PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Fund Trust II, PowerShares India Exchange-Traded Fund Trust, and PowerShares Actively Managed Exchange-Traded Fund Trust; and Fraud Prevention Manager and Controls and Risk Analysis Manager for Invesco Investment Services, Inc.   N/A   N/A

Todd L. Spillane — 1958

Chief Compliance Officer

  2006  

Senior Vice President, Invesco Management Group, Inc. (formerly known as Invesco Aim Management Group, Inc.) and Van Kampen Exchange Corp.; Senior Vice President and Chief Compliance Officer, Invesco Advisers, Inc. (registered investment adviser) (formerly known as Invesco Institutional (N.A.), Inc.); Chief Compliance Officer, The Invesco Funds; Vice President, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.) and Invesco Investment Services, Inc. (formerly known as Invesco Aim Investment Services, Inc.)

 

Formerly: Chief Compliance Officer, Invesco Funds (Chicago); Senior Vice President, Van Kampen Investments Inc.; Senior Vice President and Chief Compliance Officer, Invesco Aim Advisers, Inc. and Invesco Aim Capital Management, Inc.; Chief Compliance Officer, INVESCO Private Capital Investments, Inc. (holding company), Invesco Private Capital, Inc. (registered investment adviser), Invesco Global Asset Management (N.A.), Inc., Invesco Senior Secured Management, Inc. (registered investment adviser), Van Kampen Investor Services Inc., PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Fund Trust II, PowerShares India Exchange-Traded Fund Trust and PowerShares Actively Managed Exchange-Traded Fund Trust; and Vice President, Invesco Aim Capital Management, Inc. and Fund Management Company

  N/A   N/A

The Statement of Additional Information of the Trust includes additional information about the Fund’s Trustees and is available upon request, without charge, by calling 1.800.959.4246. Please refer to the Fund’s prospectus for information on the Fund’s sub-advisers.

 

Office of the Fund

11 Greenway Plaza, Suite 1000

Houston, TX 77046-1173

 

Investment Adviser

Invesco Advisers, Inc.

1555 Peachtree Street, N.E.

Atlanta, GA 30309

 

Distributor

Invesco Distributors, Inc.

11 Greenway Plaza, Suite 1000

Houston, TX 77046-1173

 

Auditors

PricewaterhouseCoopers LLP

1201 Louisiana Street, Suite 2900

Houston, TX 77002-5678

     

Counsel to the Fund

Stradley Ronon Stevens & Young, LLP

2005 Market Street, Suite 2600

Philadelphia, PA 19103-7018

 

Counsel to the Independent Trustees

Goodwin Procter LLP

901 New York Avenue, N.W.

Washington, D.C. 20001

 

Transfer Agent

Invesco Investment Services, Inc.

11 Greenway Plaza, Suite 1000

Houston, TX 77046-1173

 

Custodian

State Street Bank and Trust Company

225 Franklin Street

Boston, MA 02110-2801

 

T-4                         Invesco Summit Fund


LOGO

 

 

Invesco mailing information

Send general correspondence to Invesco Investment Services, Inc., P.O. Box 219078, Kansas City, MO 64121-9078.

 

 

Invesco privacy policy

You share personal and financial information with us that is necessary for your transactions and your account records. We take very seriously the obligation to keep that information confidential and private.

    Invesco collects nonpublic personal information about you from account applications or other forms you complete and from your transactions with us or our affiliates. We do not disclose information about you or our former customers to service providers or other third parties except to the extent necessary to service your account and in other limited circumstances as permitted by law. For example, we use this information to facilitate the delivery of transaction confirmations, financial reports, prospectuses and tax forms.

    Even within Invesco, only people involved in the servicing of your accounts and compliance monitoring have access to your information. To ensure the highest level of confidentiality and security, Invesco maintains physical, electronic and procedural safeguards that meet or exceed federal standards. Special measures, such as data encryption and authentication, apply to your communications with us on our website. More detail is available to you at invesco.com/privacy.

 

 

Important notice regarding delivery of security holder documents

To reduce Fund expenses, only one copy of most shareholder documents may be mailed to shareholders with multiple accounts at the same address (Householding). Mailing of your shareholder documents may be householded indefinitely unless you instruct us otherwise. If you do not want the mailing of these documents to be combined with those for other members of your household, please contact Invesco Investment Services, Inc. at 800 959 4246 or contact your financial institution. We will begin sending you individual copies for each account within 30 days after receiving your request.

 

 

Fund holdings and proxy voting information

The Fund provides a complete list of its holdings four times in each fiscal year, at the quarter ends. For the second and fourth quarters, the lists appear in the Fund’s semiannual and annual reports to shareholders. For the first and third quarters, the Fund files the lists with the Securities and Exchange Commission (SEC) on Form N-Q. The most recent list of portfolio holdings is available at invesco.com/completeqtrholdings. Shareholders can also look up the Fund’s Forms N-Q on the SEC website at sec.gov. Copies of the Fund’s Forms N-Q may be reviewed and copied at the SEC Public Reference Room in Washington, D.C. You can obtain information on the operation of the Public Reference Room, including information about duplicating fee charges, by calling 202 551 8090 or 800 732 0330, or by electronic request at the following email address: publicinfo@sec.gov. The SEC file numbers for the Fund are shown below.

    A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available without charge, upon request, from our Client Services department at 800 959 4246 or at invesco.com/proxyguidelines. The information is also available on the SEC website, sec.gov.

    Information regarding how the Fund voted proxies related to its portfolio securities during the most recent 12-month period ended June 30 is available at invesco.com/proxysearch. The information is also available on the SEC website, sec.gov.

    Invesco Advisers, Inc. is an investment adviser; it provides investment advisory services to individual and institutional clients and does not sell securities. Invesco Distributors, Inc. is the US distributor for Invesco Ltd.’s retail mutual funds, exchange-traded funds and institutional money market funds. Both are wholly owned, indirect subsidiaries of Invesco Ltd.

  LOGO
SEC file numbers: 811-01424 and 002-25469             SUM-AR-1             Invesco Distributors, Inc.  


ITEM 2. CODE OF ETHICS.

There were no amendments to the Code of Ethics (the “Code”) that applies to the Registrant’s Principal Executive Officer (“PEO”) and Principal Financial Officer (“PFO”) during the period covered by the report. The Registrant did not grant any waivers, including implicit waivers, from any provisions of the Code to the PEO or PFO during the period covered by this report.

 

ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.

The Board of Trustees has determined that the Registrant has at least one audit committee financial expert serving on its Audit Committee. The Audit Committee financial expert is Raymond Stickel, Jr. Mr. Stickel is “independent” within the meaning of that term as used in Form N-CSR.

 

ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

(a) to (d)

Fees Billed by PWC Related to the Registrant

PWC billed the Registrant aggregate fees for services rendered to the Registrant for the last two fiscal years as follows:

 

     Fees Billed for
Services Rendered to
the Registrant for
fiscal year end 2013
   (e)(2)
Percentage of Fees
Billed Applicable to
Non-Audit Services
Provided for fiscal
year end 2013
Pursuant to Waiver of
Pre-Approval
Requirement(1)
   Fees Billed for
Services Rendered to
the Registrant for
fiscal year end 2012
   (e)(2)
Percentage of Fees
Billed Applicable to
Non-Audit Services
Provided for fiscal
year end 2012
Pursuant to Waiver of
Pre-Approval
Requirement(1)

Audit Fees

     $ 123,500      N/A      $ 166,300      N/A

Audit-Related Fees

     $ 0      0%      $ 0      0%

Tax Fees(2)

     $ 39,900      0%      $ 40,500      0%

All Other Fees

     $            0      0%      $            0      0%

Total Fees

     $ 163,400      0%      $ 206,800      0%

(g) PWC billed the Registrant aggregate non-audit fees of $39,900 for the fiscal year ended 2013, and $40,500 for the fiscal year ended 2012, for non-audit services rendered to the Registrant.

 

 

 

(1) With respect to the provision of non-audit services, the pre-approval requirement is waived pursuant to a de minimis exception if (i) such services were not recognized as non-audit services by the Registrant at the time of engagement, (ii) the aggregate amount of all such services provided is no more than 5% of the aggregate audit and non-audit fees paid by the Registrant to PWC during a fiscal year; and (iii) such services are promptly brought to the attention of the Registrant’s Audit Committee and approved by the Registrant’s Audit Committee prior to the completion of the audit.

 

(2) Tax fees for the fiscal year end 2013 include fees billed for reviewing tax returns and fund mergers. Tax fees for the fiscal year end 2012 includes fees billed for reviewing tax returns.


Fees Billed by PWC Related to Invesco and Invesco Affiliates

PWC billed Invesco Advisers, Inc. (“Invesco”), the Registrant’s adviser, and any entity controlling, controlled by or under common control with Invesco that provides ongoing services to the Registrant (“Invesco Affiliates”) aggregate fees for pre-approved non-audit services rendered to Invesco and Invesco Affiliates for the last two fiscal years as follows:

 

     Fees Billed for Non-
Audit Services
Rendered to Invesco
and Invesco  Affiliates
for fiscal year end
2013 That Were
Required
to be Pre-Approved
by the Registrant’s
Audit Committee
   (e)(2)
Percentage of Fees
Billed Applicable to
Non-Audit Services
Provided for fiscal year
end 2013 Pursuant to
Waiver of Pre-
Approval
Requirement(1)
  Fees Billed for Non-
Audit Services
Rendered to Invesco
and Invesco Affiliates
for fiscal year end
2012 That Were
Required
to be Pre-Approved
by the Registrant’s
Audit Committee
   (e)(2)
Percentage of Fees
Billed Applicable to
Non-Audit Services
Provided for fiscal year
end 2012 Pursuant to
Waiver of Pre-
Approval
Requirement(1)

Audit-Related Fees

     $ 574,000          0 %     $ 0          0 %

Tax Fees

     $ 0          0 %     $ 0          0 %

All Other Fees

     $ 0          0 %     $ 0          0 %
    

 

 

          

 

 

      

Total Fees(2)

     $ 0          0 %     $ 0          0 %

 

 

 

(1) With respect to the provision of non-audit services, the pre-approval requirement is waived pursuant to a de minimis exception if (i) such services were not recognized as non-audit services by the Registrant at the time of engagement, (ii) the aggregate amount of all such services provided is no more than 5% of the aggregate audit and non-audit fees paid by the Registrant, Invesco and Invesco Affiliates to PWC during a fiscal year; and (iii) such services are promptly brought to the attention of the Registrant’s Audit Committee and approved by the Registrant’s Audit Committee prior to the completion of the audit.

 

(2) (g) Including the fees for services not required to be pre-approved by the registrant’s audit committee, PWC billed Invesco and Invesco Affiliates aggregate non-audit fees of $1,248,475 for the fiscal year ended 2013, and $0 for the fiscal year ended 2012, for non-audit services rendered to Invesco and Invesco Affiliates.

 

   (h) The Audit Committee also has considered whether the provision of non-audit services that were rendered to Invesco and Invesco Affiliates that were not required to be pre-approved pursuant to SEC regulations, if any, is compatible with maintaining PWC’s independence. To the extent that such services were provided, the Audit Committee determined that the provision of such services is compatible with PWC maintaining independence with respect to the Registrant.

 

   (f) Not applicable.


(e)(1)

PRE-APPROVAL OF AUDIT AND NON-AUDIT SERVICES

POLICIES AND PROCEDURES

As adopted by the Audit Committees of

the Invesco Funds (the “Funds”)

Last Amended May 4, 2010

Statement of Principles

Under the Sarbanes-Oxley Act of 2002 and rules adopted by the Securities and Exchange Commission (“SEC”) (“Rules”), the Audit Committees of the Funds’ (the “Audit Committees”) Board of Trustees (the “Board”) are responsible for the appointment, compensation and oversight of the work of independent accountants (an “Auditor”). As part of this responsibility and to assure that the Auditor’s independence is not impaired, the Audit Committees pre-approve the audit and non-audit services provided to the Funds by each Auditor, as well as all non-audit services provided by the Auditor to the Funds’ investment adviser and to affiliates of the adviser that provide ongoing services to the Funds (“Service Affiliates”) if the services directly impact the Funds’ operations or financial reporting. The SEC Rules also specify the types of services that an Auditor may not provide to its audit client. The following policies and procedures comply with the requirements for pre-approval and provide a mechanism by which management of the Funds may request and secure pre-approval of audit and non-audit services in an orderly manner with minimal disruption to normal business operations.

Proposed services either may be pre-approved without consideration of specific case-by-case services by the Audit Committees (“general pre-approval”) or require the specific pre-approval of the Audit Committees (“specific pre-approval”). As set forth in these policies and procedures, unless a type of service has received general pre-approval, it will require specific pre-approval by the Audit Committees. Additionally, any fees exceeding 110% of estimated pre-approved fee levels provided at the time the service was pre-approved will also require specific approval by the Audit Committees before payment is made. The Audit Committees will also consider the impact of additional fees on the Auditor’s independence when determining whether to approve any additional fees for previously pre-approved services.

The Audit Committees will annually review and generally pre-approve the services that may be provided by each Auditor without obtaining specific pre-approval from the Audit Committee generally on an annual basis. The term of any general pre-approval runs from the date of such pre-approval through September 30th of the following year, unless the Audit Committees consider a different period and state otherwise. The Audit Committees will add to or subtract from the list of general pre-approved services from time to time, based on subsequent determinations.

The purpose of these policies and procedures is to set forth the guidelines to assist the Audit Committees in fulfilling their responsibilities.

Delegation

The Audit Committees may from time to time delegate pre-approval authority to one or more of its members who are Independent Trustees. All decisions to pre-approve a service by a delegated member shall be reported to the Audit Committees at the next quarterly meeting.

Audit Services

The annual audit services engagement terms will be subject to specific pre-approval of the Audit Committees. Audit services include the annual financial statement audit and other procedures such as tax provision work that is required to be performed by the independent auditor to be able to form an opinion on the Funds’ financial statements. The Audit Committees will obtain, review and consider sufficient information concerning the proposed Auditor to make a reasonable evaluation of the Auditor’s qualifications and independence.


In addition to the annual Audit services engagement, the Audit Committees may grant either general or specific pre-approval of other audit services, which are those services that only the independent auditor reasonably can provide. Other Audit services may include services such as issuing consents for the inclusion of audited financial statements with SEC registration statements, periodic reports and other documents filed with the SEC or other documents issued in connection with securities offerings.

Non-Audit Services

The Audit Committees may provide either general or specific pre-approval of any non-audit services to the Funds and its Service Affiliates if the Audit Committees believe that the provision of the service will not impair the independence of the Auditor, is consistent with the SEC’s Rules on auditor independence, and otherwise conforms to the Audit Committees’ general principles and policies as set forth herein.

Audit-Related Services

“Audit-related services” are assurance and related services that are reasonably related to the performance of the audit or review of the Fund’s financial statements or that are traditionally performed by the independent auditor. Audit-related services include, among others, accounting consultations related to accounting, financial reporting or disclosure matters not classified as “Audit services”; assistance with understanding and implementing new accounting and financial reporting guidance from rulemaking authorities; and agreed-upon procedures related to mergers, compliance with ratings agency requirements and interfund lending activities.

Tax Services

“Tax services” include, but are not limited to, the review and signing of the Funds’ federal tax returns, the review of required distributions by the Funds and consultations regarding tax matters such as the tax treatment of new investments or the impact of new regulations. The Audit Committees will scrutinize carefully the retention of the Auditor in connection with a transaction initially recommended by the Auditor, the major business purpose of which may be tax avoidance or the tax treatment of which may not be supported in the Internal Revenue Code and related regulations. The Audit Committees will consult with the Funds’ Treasurer (or his or her designee) and may consult with outside counsel or advisors as necessary to ensure the consistency of Tax services rendered by the Auditor with the foregoing policy.

No Auditor shall represent any Fund or any Service Affiliate before a tax court, district court or federal court of claims.

Under rules adopted by the Public Company Accounting Oversight Board and approved by the SEC, in connection with seeking Audit Committees’ pre-approval of permissible Tax services, the Auditor shall:

 

  1. Describe in writing to the Audit Committees, which writing may be in the form of the proposed engagement letter:

 

  a. The scope of the service, the fee structure for the engagement, and any side letter or amendment to the engagement letter, or any other agreement between the Auditor and the Fund, relating to the service; and

 

  b. Any compensation arrangement or other agreement, such as a referral agreement, a referral fee or fee-sharing arrangement, between the Auditor and any person (other than the Fund) with respect to the promoting, marketing, or recommending of a transaction covered by the service;

 

  2. Discuss with the Audit Committees the potential effects of the services on the independence of the Auditor; and

 

  3. Document the substance of its discussion with the Audit Committees.


All Other Auditor Services

The Audit Committees may pre-approve non-audit services classified as “All other services” that are not categorically prohibited by the SEC, as listed in Exhibit 1 to this policy.

Pre-Approval Fee Levels or Established Amounts

Pre-approval of estimated fees or established amounts for services to be provided by the Auditor under general or specific pre-approval policies will be set periodically by the Audit Committees. Any proposed fees exceeding 110% of the maximum estimated pre-approved fees or established amounts for pre-approved audit and non-audit services will be reported to the Audit Committees at the quarterly Audit Committees meeting and will require specific approval by the Audit Committees before payment is made. The Audit Committees will always factor in the overall relationship of fees for audit and non-audit services in determining whether to pre-approve any such services and in determining whether to approve any additional fees exceeding 110% of the maximum pre-approved fees or established amounts for previously pre-approved services.

Procedures

Generally on an annual basis, Invesco Advisers, Inc. (“Invesco”) will submit to the Audit Committees for general pre-approval, a list of non-audit services that the Funds or Service Affiliates of the Funds may request from the Auditor. The list will describe the non-audit services in reasonable detail and will include an estimated range of fees and such other information as the Audit Committee may request.

Each request for services to be provided by the Auditor under the general pre-approval of the Audit Committees will be submitted to the Funds’ Treasurer (or his or her designee) and must include a detailed description of the services to be rendered. The Treasurer or his or her designee will ensure that such services are included within the list of services that have received the general pre-approval of the Audit Committees. The Audit Committees will be informed at the next quarterly scheduled Audit Committees meeting of any such services for which the Auditor rendered an invoice and whether such services and fees had been pre-approved and if so, by what means.

Each request to provide services that require specific approval by the Audit Committees shall be submitted to the Audit Committees jointly by the Fund’s Treasurer or his or her designee and the Auditor, and must include a joint statement that, in their view, such request is consistent with the policies and procedures and the SEC Rules.

Each request to provide tax services under either the general or specific pre-approval of the Audit Committees will describe in writing: (i) the scope of the service, the fee structure for the engagement, and any side letter or amendment to the engagement letter, or any other agreement between the Auditor and the audit client, relating to the service; and (ii) any compensation arrangement or other agreement between the Auditor and any person (other than the audit client) with respect to the promoting, marketing, or recommending of a transaction covered by the service. The Auditor will discuss with the Audit Committees the potential effects of the services on the Auditor’s independence and will document the substance of the discussion.

Non-audit services pursuant to the de minimis exception provided by the SEC Rules will be promptly brought to the attention of the Audit Committees for approval, including documentation that each of the conditions for this exception, as set forth in the SEC Rules, has been satisfied.

On at least an annual basis, the Auditor will prepare a summary of all the services provided to any entity in the investment company complex as defined in section 2-01(f)(14) of Regulation S-X in sufficient detail as to the nature of the engagement and the fees associated with those services.

The Audit Committees have designated the Funds’ Treasurer to monitor the performance of all services provided by the Auditor and to ensure such services are in compliance with these policies and procedures. The Funds’ Treasurer will report to the Audit Committees on a periodic basis as to the results of such monitoring. Both the Funds’ Treasurer and management of Invesco will immediately report to the chairman of the Audit Committees any breach of these policies and procedures that comes to the attention of the Funds’ Treasurer or senior management of Invesco.


Exhibit 1 to Pre-Approval of Audit and Non-Audit Services Policies and Procedures

Conditionally Prohibited Non-Audit Services (not prohibited if the Fund can reasonably conclude that the results of the service would not be subject to audit procedures in connection with the audit of the Fund’s financial statements)

    Bookkeeping or other services related to the accounting records or financial statements of the audit client
    Financial information systems design and implementation
    Appraisal or valuation services, fairness opinions, or contribution-in-kind reports
    Actuarial services
    Internal audit outsourcing services

Categorically Prohibited Non-Audit Services

    Management functions
    Human resources
    Broker-dealer, investment adviser, or investment banking services
    Legal services
    Expert services unrelated to the audit
    Any service or product provided for a contingent fee or a commission
    Services related to marketing, planning, or opining in favor of the tax treatment of confidential transactions or aggressive tax position transactions, a significant purpose of which is tax avoidance
    Tax services for persons in financial reporting oversight roles at the Fund
    Any other service that the Public Company Oversight Board determines by regulation is impermissible.


ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.

Not applicable.

 

ITEM 6. SCHEDULE OF INVESTMENTS.

Investments in securities of unaffiliated issuers is included as part of the reports to stockholders filed under Item 1 of this Form.

 

ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable.

 

ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT COMPANIES.

Not applicable.

 

ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.

Not applicable.

 

ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None

 

ITEM 11. CONTROLS AND PROCEDURES.

 

(a)

As of November 19, 2013, an evaluation was performed under the supervision and with the participation of the officers of the Registrant, including the PEO and PFO, to assess the effectiveness of the Registrant’s disclosure controls and procedures, as that term is defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the “Act”), as amended. Based on that evaluation, the Registrant’s officers, including the PEO and PFO, concluded that, as of November 19, 2013, the Registrant’s disclosure controls and procedures were reasonably designed to ensure: (1) that information required to be disclosed by the Registrant on Form N-CSR is recorded, processed, summarized and


  reported within the time periods specified by the rules and forms of the Securities and Exchange Commission; and (2) that material information relating to the Registrant is made known to the PEO and PFO as appropriate to allow timely decisions regarding required disclosure.

 

(b) There have been no changes in the Registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Act) that occurred during the second fiscal quarter of the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Registrant’s internal control over financial reporting.

 

ITEM 12. EXHIBITS.

 

12(a) (1)

   Code of Ethics.

12(a) (2)

   Certifications of principal executive officer and principal financial officer as required by Rule 30a-2(a) under the Investment Company Act of 1940.

12(a) (3)

   Not applicable.

12(b)

   Certifications of principal executive officer and principal financial officer as required by Rule 30a-2(b) under the Investment Company Act of 1940.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Registrant: AIM Equity Funds (Invesco Equity Funds)
By:   /s/ PHILIP A. TAYLOR
  Philip A. Taylor
  Principal Executive Officer
Date:   December 30, 2013

Pursuant to the requirements of the Securities and Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

 

By:   /s/ PHILIP A. TAYLOR
  Philip A. Taylor
  Principal Executive Officer
Date:   December 30, 2013

 

By:   /s/ Sheri Morris
  Sheri Morris
  Principal Financial Officer
Date:   December 30, 2013


EXHIBIT INDEX

 

12(a) (1)    Code of Ethics.
12(a) (2)    Certifications of principal executive officer and principal financial officer as required by Rule 30a-2(a) under the Investment Company Act of 1940.
12(a) (3)    Not applicable.
12(b)    Certifications of principal executive officer and principal financial officer as required by Rule 30a-2(b) under the Investment Company Act of 1940.