EX-99.11 2 h77779exv99w11.htm EX-99.11 exv99w11
Stradley Ronon Stevens & Young, LLP
2600 One Commerce Square
Philadelphia, Pennsylvania 19103-7098
(215) 564-8000
November 19, 2010
Board of Trustees
AIM Growth Series (Invesco Growth Series)
11 Greenway Plaza, Suite 2500
Houston, Texas 77046-1173
  Re:    Registration Statement on Form N-14
Ladies and Gentlemen:
     We have acted as counsel to AIM Growth Series (Invesco Growth Series) (“AGS”), a Delaware statutory trust, in connection with the preparation and filing with the U.S. Securities and Exchange Commission (the “Commission”) of a Registration Statement on Form N-14 under the Securities Act of 1933, as amended (the “Registration Statement”). Pursuant to an Agreement and Plan of Reorganization (the “Agreement”), each series of AGS identified on Exhibit A hereto (each an “Acquiring Fund”) will assume the assets and liabilities of the corresponding series of AGS identified on Exhibit A hereto (each a “Target Fund”) in exchange for shares of the corresponding Acquiring Fund, as set forth on Exhibit A (each a “Reorganization” and, collectively, the “Reorganizations”).
     We have reviewed the Amended and Restated Agreement and Declaration of Trust and Amended and Restated By-Laws of AGS, in each case as amended to the date hereof, resolutions adopted by AGS in connection with the Reorganizations, the form of Agreement, which has been approved by AGS’s Board of Trustees, the Registration Statement and such other legal and factual matters as we have deemed appropriate.
     This opinion is based exclusively on the provisions of the Delaware Statutory Trust Act governing the issuance of the shares of AGS and the reported case law thereunder, and does not extend to the securities or “blue sky” laws of the State of Delaware or other States.
     We have assumed the following for purposes of this opinion:
     1. The shares of each Acquiring Fund will be issued in accordance with AGS’s Amended and Restated Agreement and Declaration of Trust (the “Trust Agreement”) and Amended and Restated By-Laws, each as amended to date, the Agreement, and resolutions of AGS’s Board of Trustees relating to the creation, authorization and issuance of shares and the Reorganizations.
     2. The shares of each Acquiring Fund will be issued against payment therefor as described in the Agreement, and such payment will be at least equal to the net asset value of such shares.
     3. The Agreement, substantially in the form reviewed by us, will be executed and delivered.
     4. The registration statement registering new Class S shares for the Invesco Moderately Conservative Allocation Fund will become effective.

 


 

     On the basis of and subject to the foregoing, we are of the opinion that the shares of each Acquiring Fund to be issued to the corresponding Target Fund shareholders as provided by the Agreement are duly authorized, and upon delivery will be validly issued and outstanding, and will be fully paid and non-assessable by AGS.
     Both the Delaware Statutory Trust Act, as amended, and the Trust Agreement provide that shareholders of AGS shall be entitled to the same limitation on personal liability as is extended under the Delaware General Corporation Law, as amended, to stockholders of private corporations for profit. There is a remote possibility, however, that, under certain circumstances, shareholders of a Delaware statutory trust may be held personally liable for that trust’s obligations to the extent that the courts of another state that does not recognize such limited liability were to apply the laws of such state to a controversy involving such obligations. The Trust Agreement also provides for indemnification out of property of an Acquiring Fund for all loss and expense of any shareholder held personally liable for the obligations of such Fund. Therefore, the risk of any shareholder incurring financial loss beyond his or her investment due to shareholder liability is limited to circumstances in which an Acquiring Fund is unable to meet its obligations and the express limitation of shareholder liabilities is determined by a court of competent jurisdiction not to be effective.
     We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement.
         
  Sincerely yours,

STRADLEY RONON STEVENS & YOUNG, LLP

 
 
  By:   /s/ Matthew R. DiClemente    
    Matthew R. DiClemente, Esq., a Partner   
       

 


 

         
EXHIBIT A
     
Acquiring Fund (and share   Corresponding Target Fund (and share
classes) and Acquiring Entity   classes) and Target Entity
Invesco Balanced-Risk Retirement Now Fund, a series of AIM Growth Series (Invesco Growth Series)
  Invesco Balanced-Risk Retirement 2010 Fund, a series of AIM Growth Series (Invesco Growth Series)
Class A
  Class A
Class A5
  Class A5
Class B
  Class B
Class C
  Class C
Class C5
  Class C5
Class R
  Class R
Class R5
  Class R5
Class Y
  Class Y
Institutional Class
  Institutional Class
 
   
Invesco Growth Allocation Fund, a series of AIM Growth Series (Invesco Growth Series)
  Invesco Moderate Growth Allocation Fund, a series of AIM Growth Series (Invesco Growth Series)
Class A
  Class A
Class B
  Class B
Class C
  Class C
Class R
  Class R
Class Y
  Class Y
Institutional Class
  Institutional Class
 
   
Invesco Growth Allocation Fund, a series of AIM Growth Series (Invesco Growth Series)
  Invesco Van Kampen Asset Allocation Growth Fund, a series of AIM Growth Series (Invesco Growth Series)
Class A
  Class A
Class B
  Class B
Class C
  Class C
Class Y
  Class Y
 
   
Invesco Moderate Allocation Fund, a series of AIM Growth Series (Invesco Growth Series)
  Invesco Van Kampen Asset Allocation Moderate Fund, a series of AIM Growth Series (Invesco Growth Series)
Class A
  Class A
Class B
  Class B
Class C
  Class C
Class Y
  Class Y

A-1


 

     
Acquiring Fund (and share   Corresponding Target Fund (and share
classes) and Acquiring Entity   classes) and Target Entity
Invesco Moderately Conservative Allocation Fund, a series of AIM Growth Series (Invesco Growth Series)
  Invesco Conservative Allocation Fund, a series of AIM Growth Series (Invesco Growth Series)
Class A
  Class A
Class B
  Class B
Class C
  Class C
Class R
  Class R
Class S
  Class S
Class Y
  Class Y
Institutional Class
  Institutional Class
 
   
Invesco Moderately Conservative Allocation Fund, a series of AIM Growth Series (Invesco Growth Series)
  Invesco Van Kampen Asset Allocation Conservative Fund, a series of AIM Growth Series (Invesco Growth Series)
Class A
  Class A
Class B
  Class B
Class C
  Class C
Class Y
  Class Y

A-2