485BPOS 1 asef485bpos101323.htm

 
As filed with the Securities and Exchange Commission on
October 13, 2023
 
 
 
File No. 333-267575
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
 
FORM N-14
 
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
 
 
Pre-Effective Amendment No. [ ]
 
 
Post-Effective Amendment No. 1
 
 ☐

 
(Check appropriate box or boxes)
 
 
 
AIM Sector Funds
(Invesco Sector Funds)
(Exact Name of Registrant as Specified in Charter)
 
11 Greenway Plaza, Houston, TX 77046
(Address of Principal Executive Offices) (Number, Street, City, State, Zip Code)
 
(713) 626-1919
(Registrant's Area Code and Telephone Number)
 
 
 
Melanie Ringold, Esquire
11 Greenway Plaza, Houston, TX 77046
(Name and address of Agent for Service)
 

Copy to:

Taylor V. Edwards, Esquire
Invesco Advisers, Inc.
225 Liberty Street, 15th Fl.
New York, NY 10281-1087

Matthew R. DiClemente, Esquire
Mena Larmour, Esquire
Stradley Ronon Stevens & Young, LLP
2005 Market Street, Suite 2600
Philadelphia, PA 19103-7018

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

Title of securities being registered: Class A, Class C, Class R, Class R5, Class R6 and Class Y shares of beneficial interest, without par value, of Invesco Value Opportunities Fund, a series of the Registrant. No filing fee is due because the Registrant is relying on Section 24(f) of the Investment Company Act of 1940, as amended.

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

Parts A and B of this Amendment are incorporated by reference to the electronic filing made on November 14, 2022 under Accession Number 0001193125-22-284742.


PART C
OTHER INFORMATION
 
Item 15.
Indemnification.
Indemnification provisions for officers, trustees, and employees of the Registrant are set forth in Article VIII of the Registrant’s Fourth Amended and Restated Agreement and Declaration of Trust and Article VIII of its Bylaws and are hereby incorporated by reference. See Items 16(1) and (2) below. Under the Fourth Amended and Restated Agreement and Declaration of Trust, effective as of September 20, 2022, (i) Trustees or officers, when acting in such capacity, shall not be personally liable for any act, omission or obligation of the Registrant or any Trustee or officer except by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office with the Trust; (ii) every Trustee, officer, employee or agent of the Registrant shall be indemnified to the fullest extent permitted under the Delaware Statutory Trust Act, the Registrant’s Bylaws and other applicable law; (iii) in case any shareholder or former shareholder of the Registrant shall be held to be personally liable solely by reason of his being or having been a shareholder of the Registrant or any portfolio or class and not because of his acts or omissions or for some other reason, the shareholder or former shareholder (or his heirs, executors, administrators or other legal representatives, or, in the case of a corporation or other entity, its corporate or general successor) shall be entitled, out of the assets belonging to the applicable portfolio (or allocable to the applicable class), to be held harmless from and indemnified against all loss and expense arising from such liability in accordance with the Bylaws and applicable law. The Registrant, on behalf of the affected portfolio (or class), shall upon request by the shareholder, assume the defense of any such claim made against the shareholder for any act or obligation of that portfolio (or class).
The Registrant and other investment companies and their respective officers and trustees are insured under a joint Mutual Fund Directors and Officers Liability Policy, issued by ICI Mutual Insurance Company and certain other domestic insurers, with limits up to $100,000,000 and an additional $50,000,000 of excess coverage (plus an additional $30,000,000 limit that applies to independent directors/trustees only).
Section 16 of the Master Investment Advisory Agreement between the Registrant and Invesco Advisers, Inc. (“Invesco Advisers”) provides that in the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of Invesco Advisers or any of its officers, directors or employees, that Invesco Advisers shall not be subject to liability to the Registrant or to any series of the Registrant, or to any shareholder of any series of the Registrant for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security. Any liability of Invesco Advisers to any series of the Registrant shall not automatically impart liability on the part of Invesco Advisers to any other series of the Registrant. No series of the Registrant shall be liable for the obligations of any other series of the Registrant.
Section 10 of the Master Intergroup Sub-Advisory Contract for Mutual Funds (the Sub-Advisory Contract) between Invesco Advisers, on behalf of Registrant, and each of Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Limited, Invesco Canada Ltd., Invesco Hong Kong Limited and Invesco Senior Secured Management, Inc., and separate Sub-Advisory Agreements with each of Invesco Capital Management, LLC, Invesco Asset Management (India) Private Limited and OppenheimerFunds, Inc. (each a Sub-Adviser, collectively the Sub-Advisers) provides that the Sub-Adviser shall not be liable for any costs or liabilities arising from any error of judgment or mistake of law or any loss suffered by any series of the Registrant or the Registrant in connection with the matters to which the Sub-Advisory Contract relates except a loss resulting from willful misfeasance, bad faith or gross negligence on the part of the Sub-Adviser in the performance by the Sub-Adviser of its duties or from reckless disregard by the Sub-Adviser of its obligations and duties under the Sub-Advisory Contract.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the “Act”) may be permitted to trustees, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a trustee, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such trustee, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.


Item 16.
Exhibits.
 
             
Exhibit
Number
  
Description
       
(1)
  
 
  
 
  
 
(2)
  
 
  
 
  
       
(3)
  
 
  
 
  
Voting Trust Agreement - None
       
(4)
  
 
  
 
  
       
(5)
  
 
  
 
  
Articles II, VI, VII, VIII and IX of the Fourth Amended and Restated Agreement and Declaration of Trust and Articles IV, V and VI of the Bylaws define rights of holders of shares.
       
(6)
  
(1)
  
(a)
  
       
 
  
(1)
  
(b)
  
 
   
(1)
 
(c)
 
       
 
  
(2)
  
(a)
  
       
 
  
(2)
  
(b)
  
 
   
(2)
 
(c)
 
       
 
  
(3)
  
(a)
  
       
 
  
(3)
  
(b)
  
       
 
  
(3)
  
(c)
  
       
 
  
(3)
  
(d)
  
       
 
  
(3)
  
(e)
  
       


 
  
(3)
  
(f)
  

             
 
  
(3)
  
(g)
  
       
 
  
(3)
  
(h)
  
       
 
  
(3)
  
(i)
  
       
 
  
(3)
  
(j)
  
       
 
  
(3)
  
(k)
  
 
   
(3)
 
(l)
 
 
   
(3)
 
(m)
 
 
   
(3)
 
(n)
 
 
   
(3)
 
(o)
 
       
 
  
(4)
  
(a)
  
       
 
  
(4)
  
(b)
  
       
 
  
(4)
  
(c)
  
       
 
  
(4)
  
(d)
  
       
 
  
(4)
  
(e)
  
       
 
  
(4)
  
(f)
  
       
 
  
(4)
  
(g)
  
       
 
  
(4)
  
(h)
  
       
 
  
(4)
  
(i)
  
       


 
  
(4)
  
(j)
  
       
 
  
(4)
  
(k)
  
 
   
(4)
 
(l)
 
 
   
(4)
 
(m)
 
 
   
(4)
 
(n)
 
 
   
(4)
 
(o)
 
 
   
(4)
 
(p)
 
       
 
  
(5)
  
(a)
  
       
 
  
(5)
  
(b)
  
       
 
  
(5)
  
(c)
  
       
 
  
(5)
  
(d)
  
       
(7)
  
(1)
  
(a)
  
       
 
  
(1)
  
(b)
  
       
    
  
(1)
  
(c)
  

 
  
(1)
  
(d)
  
       
 
  
(1)
  
(e)
  
       
 
  
(1)
  
(f)
  
       
 
  
(1)
  
(g)
  
       
 
  
(1)
  
(h)
  
       
 
  
(1)
  
(i)
  
       


 
  
(1)
  
(j)
  
 
         
 
  
(1)
  
(k)
  
 
 
   
(1)
 
(l)
 
 
   
(1)
 
(m)
 
 
   
(1)
 
(n)
 
 
   
(1)
 
(o)
 
 
   
(1)
 
(p)
 
 
   
(1)
 
(q)
 
         
 
  
(2)
  
 
  
 
         
 
  
(3)
  
 
  
 
         
(8)
  
(1)
  
 
  
 
         
 
  
(2)
  
(a)
  
 
         
 
  
(2)
  
(b)
  
 
         
(9)
  
 
  
 
  
 
R
       
(10)
  
(1)
  
(a)
  
 
 
   
(1)
 
(b)
 
 
   
(1)
 
(c)
 
 
   
(1)
 
(d)
 
 
   
(1)
 
(e)
 
 
   
(1)
 
(f)
 
         
 
  
(2)
  
(a)
  
 
 


   
(2)
 
(b)
 
         
 
  
(3)
  
(a)
  
 
 
   
(3)
 
(b)
 
 
   
(4)
     
 
(11)
         
         
         
         
(12)
  
 
  
   
(13)
  
(1)
  
(a)
  
 
         
 
  
(1)
  
(b)
  
 
         
 
  
(2)
  
(a)
  
 
         
 
  
(2)
  
(b)
  
 
 
   
(2)
 
(c)
 
         
 
  
(3)
  
 
  
 
         
 
  
(4)
  
 
  
 
         
 
  
(5)
  
 
  
 
         
 
  
(6)
  
 
  
 
 
   
(7)
     
 
(14)
     
(a)
 
 
(14)
     
(b)
 
 
(15)
         
Omitted Financial Statements – None.
 
(16)
         
         
(17)
  
 
  
(a)
  
 
         
 
  
 
  
(b)
  
 
         


 
  
 
  
(c)
  
 
       

(1) Previously filed with PEA No. 53 to the Registration Statement on July 23, 2009 and incorporated by reference herein.
(2) Previously filed with PEA No. 87 to the Registration Statement on August 26, 2014 and incorporated by reference herein.
(3) Previously filed with PEA No. 89 to the Registration Statement on August 26, 2015 and incorporated by reference herein.
(4) Previously filed with PEA No. 91 to the Registration Statement on August 24, 2016 and incorporated by reference herein.
(5) Previously filed with PEA No. 94 to the Registration Statement on February 6, 2017 and incorporated by reference herein.
(6) Previously filed with PEA No. 96 to the Registration Statement on March 31, 2017 and incorporated by reference herein.
(7) Previously filed with PEA No. 98 to the Registration Statement on June 5, 2017 and incorporated by reference herein
(8) Previously filed with PEA No. 102 to the Registration Statement on August 24, 2018 and incorporated by reference herein.
(9) Previously filed with PEA No. 110 to the Registration Statement on August 27, 2019 and incorporated by reference herein.
(10) Previously filed with PEA No. 114 to the Registration Statement on December 10, 2019 and incorporated by reference herein.
(11) Previously filed with PEA No. 116 to the Registration Statement on February 27, 2020 and incorporated by reference herein.
(12) Incorporated by reference to PEA No. 137 to AIM Counselor Series Trust (Invesco Counselor Series Trust) Registration Statement on Form N-1A, filed on August 21, 2020.
(13) Previously filed with PEA No. 118 to the Registration Statement on August 28, 2020 and incorporated by reference herein.
(14) Incorporated by reference to PEA No. 139 to AIM Counselor Series Trust (Invesco Counselor Series Trust) Registration Statement on Form N-1A, filed on October 13, 2020.
(15) Incorporated by reference to PEA No. 141 to AIM Equity Funds (Invesco Equity Funds) Registration Statement on Form N-1A, filed on February 25, 2021.
(16) Incorporated by reference to Post-Effective Amendment No. 192 to AIM Investment Funds (Invesco Investment Funds) Registration Statement on Form N-1A on March 30, 2021.
(17) Incorporated by reference to PEA No. 163 to AIM Growth Series (Invesco Growth Series) Registration Statement on Form N-1A, filed on April 29, 2021.
(18) Incorporated by reference to Post-Effective Amendment No. 191 to AIM Investment Funds (Invesco Investment Funds) Registration Statement on Form N-1A on February 22, 2021.
(19) Incorporated by reference to PEA No. 104 to AIM Investment Securities Funds (Invesco Investment Securities Funds) Registration Statement on Form N-1A, filed on June 25, 2021.
(20) Incorporated by reference to PEA No. 143 to AIM Counselor Series Trust (Invesco Counselor Series Trust) Registration Statement on Form N-1A, filed on December 18, 2020.
(21) Previously filed with PEA No. 120 to the Registration Statement on August 26, 2021 and incorporated by reference herein.
(22) Incorporated by reference to PEA No. 105 to AIM Investment Securities Funds (Invesco Investment Securities Funds) Registration Statement on Form N-1A, filed on June 27, 2022.
(23) Incorporated by reference to Post-Effective Amendment No. 193 to AIM Investment Funds (Invesco Investment Funds) Registration Statement on Form N-1A on February 25, 2022.
(24) Previously filed with PEA No. 121 to the Registration Statement on August 25, 2022 and incorporated by reference herein.
(25) Incorporated by reference to Post-Effective Amendment No. 174 to AIM Counselor Series Trust (Invesco Counselor Series Trust) Registration Statement on Form N-1A, filed on December 15, 2022.



(26) Incorporated by reference to Post-Effective Amendment No. 195 to AIM Investment Funds (Invesco Investment Funds) Registration Statement on Form N-1A, filed on February 28, 2023.
(27) Incorporated by reference to Post-Effective Amendment No. 95 to AIM Tax-Exempt Funds (Invesco Tax-Exempt Funds) Registration Statement on Form N-1A, filed on June 27, 2023.
(28) Incorporated by reference to Post-Effective Amendment No. 108 to AIM Investment Securities Funds (Invesco Investment Securities Funds) Registration Statement on Form N-1A, filed on June 27, 2023.
(29) Previously filed with PEA. No. 122 to the Registration Statement on August 25, 2023 and incorporated by reference herein.
(30) Incorporated by reference to the definitive materials on Form 497(b), filed on November 14, 2022.
(31) Incorporated by reference to the Registration Statement on Form N-14, filed on September 23, 2022.
(*) Filed herewith electronically.

Item 17.
Undertakings.
(1) The undersigned Registrant agrees that prior to any public reoffering of the securities registered through the use of a prospectus which is a part of this registration statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) of the Securities Act [17 CRF 203.145c], the reoffering prospectus will contain the information called for by the applicable registration form for reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.
(2) The undersigned Registrant agrees that every prospectus that is filed under paragraph (1) above will be filed as a part of an amendment to the registration statement and will not be used until the amendment is effective, and that, in determining any liability under the 1933 Act, each post-effective amendment shall be deemed to be a new registration statement for the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering of them.


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, the Registrant certifies that it meets all of the requirements for effectiveness of this Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused this Amendment to its Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta and State of Georgia on the 13th day of October, 2023.  
     
AIM SECTOR FUNDS
(INVESCO SECTOR FUNDS)
   
By:
 
/s/ Glenn Brightman
 
 
Glenn Brightman
Title:
 
President
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities indicated on the dates indicated.
 
         
SIGNATURE
  
TITLE
 
DATE
/s/ Glenn Brightman
  
President
(Principal Executive Officer)
 
October 13, 2023
(Glenn Brightman)
  
 
 
 
     
/s/ Beth Ann Brown*
  
Chair and Trustee
 
October 13, 2023
(Beth Ann Brown)
  
 
 
 
     
 
  
Vice Chair and Trustee
 
October 13, 2023
(Martin L. Flanagan)
  
 
 
 
     
/s/ Cynthia Hostetler*
  
Trustee
 
October 13, 2023
(Cynthia Hostetler)
  
 
 
 
     
/s/ Eli Jones*
  
Trustee
 
October 13, 2023
(Eli Jones)
  
 
 
 
     
/s/ Elizabeth Krentzman*
  
Trustee
 
October 13, 2023
(Elizabeth Krentzman)
  
 
 
 
     
/s/ Anthony J. LaCava, Jr.*
  
Trustee
 
October 13, 2023
(Anthony J. LaCava, Jr.)
  
 
 
 
     
/s/ Prema Mathai-Davis*
  
Trustee
 
October 13, 2023
(Prema Mathai-Davis)
  
 
 
 
     
/s/ Joel W. Motley*
  
Trustee
 
October 13, 2023
(Joel W. Motley)
  
 
 
 
     
/s/ Teresa M. Ressel*
  
Trustee
 
October 13, 2023
(Teresa M. Ressel)
  
 
 
 
     
/s/ Robert C. Troccoli*
  
Trustee
 
October 13, 2023
(Robert C. Troccoli)
  
 
 
 

     
/s/ Daniel S. Vandivort*
  
Trustee
 
October 13, 2023
(Daniel S. Vandivort)
  
 
 
 
     
/s/ Adrien Deberghes
  
Vice President & Treasurer
 
October 13, 2023
(Adrien Deberghes)
  
(Principal Financial Officer)
 
 
 
     
By
 
/s/ Jeffrey H. Kupor
 
 
Jeffrey H. Kupor
 
 
Attorney-in-Fact
 
*


EXHIBIT INDEX
 
     
(12)
 
Opinion of Stradley Ronon Stevens & Young, LLP supporting the tax matters and consequences to shareholders.