invescosectorfunds.htm

THIS AGREEMENT AND PLAN OF REORGANIZATION (“Agreement”) is adopted as of this ___ day of __________, 2011 by and among (i) each of the Invesco open-end registered investment companies identified as a Target Entity on Exhibit A hereto (each a “Target Entity”) separately, on behalf of its respective series identified on Exhibit A hereto (each a “Target Fund”); (ii) each of the Invesco open-end registered investment companies identified as an Acquiring Entity on Exhibit A hereto (each an “Acquiring Entity”), separately on behalf of its respective series identified on Exhibit A hereto (each an “Acquiring Fund”); and (iii) Invesco Advisers, Inc. (“IAI”).

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

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

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

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

1.	DESCRIPTION OF THE REORGANIZATIONS

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

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

D-1

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

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

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

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

D-2

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

VALUATION

2.1. With respect to each Reorganization:

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

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

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

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

3.	CLOSING AND CLOSING DATE

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

3.2. With respect to each Reorganization:

(a) The Target Fund’s portfolio securities, investments or other assets that are represented by a certificate or other written instrument shall be transferred and delivered by the Target Fund as of the Closing Date to the Acquiring Fund’s Custodian for the account of the Acquiring Fund, duly endorsed in proper form for transfer and in such condition as to constitute good delivery thereof. The Target Fund shall direct the Target Fund’s custodian (the “Target Custodian”) to deliver to the Acquiring Fund’s Custodian as of the Closing Date by book entry, in accordance with the customary practices of Target Custodian and any securities depository (as defined in Rule 17f-4 under the Investment Company Act of 1940, as amended (the “1940 Act”)), in which the Assets are deposited, the Target Fund’s portfolio securities and instruments so held. The cash to be transferred by a Target Fund shall be delivered to the Acquiring Fund’s Custodian by wire transfer of federal funds or other appropriate means on the Closing Date.

D-3

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

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

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

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

D-4

4.	REPRESENTATIONS AND WARRANTIES

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

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

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

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

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

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

(f) Except as otherwise disclosed to and accepted by or on behalf of the Acquiring Fund, the Target Fund will on the Closing Date have good title to the Assets and full right, power, and authority to sell, assign, transfer and deliver such Assets free of adverse claims, including any liens or other encumbrances, and upon delivery and payment for such Assets, the Acquiring Fund will acquire good title thereto, free of adverse claims and subject to no restrictions on the full transfer thereof, including, without limitation, such restrictions as might arise under the 1933 Act, provided that the Acquiring Fund will acquire Assets that are segregated as collateral for the Target Fund’s derivative positions, including without limitation, as collateral for swap positions and as margin for futures positions, subject to such segregation and liens that apply to such Assets;

D-5

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

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

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

D-6

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

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

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

D-7

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

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

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

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

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

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

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

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

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

D-8

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

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

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

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

D-9

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

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

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

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

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

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

5.	COVENANTS OF THE ACQUIRING FUND AND THE TARGET FUND

5.1. With respect to each Reorganization:

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

D-10

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

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

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

(e) If reasonably requested by the Acquiring Fund, the Target Entity, on behalf of the Target Fund, will provide the Acquiring Fund with (1) a statement of the respective tax basis and holding period of all investments to be transferred by the Target Fund to the Acquiring Fund, (2) a copy (which may be in electronic form) of the shareholder ledger accounts including, without limitation, the name, address and taxpayer identification number of each shareholder of record, the number of shares of beneficial interest held by each shareholder, the dividend reinvestment elections applicable to each shareholder, and the backup withholding and nonresident alien withholding certifications, notices or records on file with the Target Fund with respect to each shareholder, for all of the shareholders of record of the Target Fund as of the close of business on the Valuation Date, who are to become holders of the Acquiring Fund as a result of the transfer of Assets (the “Target Fund Shareholder Documentation”), certified by its transfer agent or its President or Vice-President to the best of their knowledge and belief, (3) the tax books and records of the Target Fund for purposes of preparing any returns required by law to be filed for tax periods ending after the Closing Date, and (4) all FASB ASC 740-10-25 (formerly FIN 48) workpapers and supporting statements pertaining to the Target Fund (the “FIN 48 Workpapers”). The foregoing information to be provided within such timeframes as is mutually agreed by the parties.

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

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

(h) If reasonably requested by the Acquiring Fund, the Target Entity, on behalf of the Target Fund, shall deliver to the Acquiring Fund a statement of the earnings and profits (accumulated and current) of the Target Fund for federal income tax purposes that will be carried over to the Acquiring Fund as a result of Section 381 of the Code. The information to be provided under this subsection shall be provided within such timeframes as is mutually agreed by the parties.

D-11

(i) It is the intention of the parties that each Reorganization will qualify as a reorganization with the meaning of Section 368(a)(1) of the Code. None of the parties to a Reorganization shall take any action or cause any action to be taken (including, without limitation the filing of any tax return) that is inconsistent with such treatment or results in the failure of such Reorganization to qualify as a reorganization within the meaning of Section 368(a)(1) of the Code.

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

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

6.	CONDITIONS PRECEDENT TO OBLIGATIONS OF THE TARGET FUND

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

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

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

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

D-12

7.	CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND

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

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

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

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

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

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

D-13

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

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

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

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

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

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

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

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

D-14

9.	FEES AND EXPENSES

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

10.	FINAL TAX RETURNS AND FORMS 1099 OF TARGET FUND

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

11.	ENTIRE AGREEMENT; SURVIVAL OF WARRANTIES AND COVENANTS

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

12.	TERMINATION

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

13.	AMENDMENTS

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

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

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

D-15

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

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

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

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

D-16

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be approved on behalf of the Acquiring Fund and Target Fund.

Invesco Advisers, Inc. By: _________________________________ Name: Title:		AIM Investment Funds (Invesco Investment Funds), AIM Sector Funds (Invesco Sector Funds), AIM Equity Funds (Invesco Equity Funds), AIM Tax-Exempt Funds (Invesco Tax-Exempt Funds), AIM Variable Insurance Funds (Invesco Variable Insurance Funds), each on behalf of its respective series identified on Exhibit A hereto By: _________________________________ Name: Title:

EXHIBIT A

CHART OF REORGANIZATIONS

Acquiring Fund (and share classes) and Acquiring Entity	Corresponding Target Fund (and share classes) and Target Entity	Closing Date

Invesco Balanced-Risk Commodity Strategy Fund, a series of AIM Investment Funds (Invesco Investment Funds)	Invesco Commodities Strategy Fund, a series of AIM Investment Funds (Invesco Investment Funds)
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 Van Kampen American Value Fund, a series of AIM Sector Funds (Invesco Sector Funds)	Invesco U.S. Mid Cap Value Fund, a series of AIM Sector Funds (Invesco Sector Funds)
Class A	Class A
Class B	Class B
Class C	Class C
Class Y	Class Y

Invesco Van Kampen Mid Cap Growth Fund, a series of AIM Sector Funds (Invesco Sector Funds)	Invesco Capital Development Fund, a series of AIM Equity Funds (Invesco Equity Funds)
Class A	Class A
Class B	Class B
Class C	Class C
Class R	Class R
Class Y	Class Y
Class A	Investor Class
Institutional Class	Institutional Class


Invesco Van Kampen High Yield Municipal Fund, a series of AIM Tax-Exempt Funds (Invesco Tax-Exempt Funds)	Invesco High Income Municipal Fund, a series of AIM Tax-Exempt Funds (Invesco Tax-Exempt Funds)
Class A	Class A
Class B	Class B
Class C	Class C
Class Y	Class Y
Institutional Class	Institutional Class

Inveso Van Kampen V.I. Capital Growth Fund, a series of AIM Variable Insurance Funds (Invesco Variable Insurance Funds)	Invesco V.I. Capital Appreciation Fund, a series of AIM Variable Insurance Funds (Invesco Variable Insurance Funds)
Class I	Class I
Class II	Class II

Invesco Van Kampen V.I. Capital Growth Fund, a series of AIM Variable Insurance Funds (Invesco Variable Insurance Funds)	Invesco V.I. Leisure Fund, a series of AIM Variable Insurance Funds (Invesco Variable Insurance Funds)
Class I	Class I
Class II	Class II

Invesco Van Kampen V.I. Mid Cap Growth Fund, a series of AIM Variable Insurance Funds (Invesco Variable Insurance Funds)	Invesco V.I. Capital Development Fund, a series of AIM Variable Insurance Funds (Invesco Variable Insurance Funds)
Class I	Class I
Class II	Class II

Schedule 1.2(c)

Excluded Liabilities

None

Schedule 8.6

Tax Opinions

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

(ii) No gain or loss will be recognized by the Target Fund upon the transfer of substantially all of its assets to, and assumption of its liabilities by, the Acquiring Fund in exchange solely for Acquiring Fund shares pursuant to Section 361(a) and Section 357(a) of the Code.

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

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

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

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

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

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

(ix) The holding period of Acquiring Fund shares received by a shareholder of the Target Fund will include the holding period of the Target Fund shares exchanged therefor, provided that the shareholder held Target Fund shares as a capital asset on the date of the exchange pursuant to Section 1223(1) of the Code.

(x) For purposes of Section 381 of the Code, the Acquiring Fund will succeed to and take into account, as of the date of the transfer as defined in Section 1.381(b)-1(b) of the income tax regulations issued by the United States Department of the Treasury (the “Income Tax Regulations”), the items of the Target Fund described in Section 381(c) of the Code, subject to the conditions and limitations specified in Sections 381, 382, 383 and 384 of the Code and the Income Tax Regulations thereunder.

The foregoing opinion may state that no opinion is expressed as to the effect of the Reorganization on a Target Fund, Acquiring Fund or any Target Fund Shareholder with respect to any asset as to which unrealized gain or loss is required to be recognized for federal income tax purposes at the end of a taxable year (or on the termination or transfer thereof) under a mark-to-market system of accounting.

January 18, 2012

Dear Shareholder,

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

As the next step in the process, the Invesco Funds Boards have approved a realignment of four fund offerings, subject to shareholder approval.

The independent trustees of the Invesco Funds Board believe that the reorganization proposed in the accompanying proxy statement/prospectus is in the best interest of your Fund and the attached proxy statement/prospectus seeks your vote in favor of the proposed reorganization.

Your vote is important. Please take a moment after reviewing the enclosed materials to sign and return your proxy card in the enclosed postage paid return envelope. If you attend the shareholder meeting, you may vote your shares in person. If you expect to attend the shareholder meeting in person, or have questions, please notify us by calling 1-800-952-3502. You may also vote your shares by telephone or through a website established for that purpose by following the instructions that appear on the enclosed proxy card. If we do not hear from you after a reasonable amount of time, you may receive a telephone call from our proxy solicitor, Computershare Fund Services, Inc., reminding you to vote your shares.

Sincerely,

/s/ Philipip Taylor

Mr. Philip Taylor

President and Principal Executive Officer

EVERY SHAREHOLDER’S VOTE IS IMPORTANT

EASY VOTING OPTIONS:
[LAPTOP GRAPHIC]	VOTE ON THE INTERNET Log on to: www.proxy-direct.com Follow the on-screen instructions available 24 hours
[TELEPHONE GRAPHIC]	VOTE BY TELEPHONE Call x-xxx-xxx-xxxx Follow the recorded instructions available 24 hours
[MAILBOX GRAPHIC]	VOTE BY MAIL Vote, sign and date your Proxy Card and return it in the postage-paid envelope

Please detach at perforation before mailing.

[INVESCO LOGO]

INVESCO U.S. MID CAP VALUE FUND (the “Target Fund”)

AN INVESTMENT PORTFOLIO OF AIM SECTOR FUNDS (INVESCO SECTOR FUNDS) (the “Trust”)

PROXY SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES (the “Board”)

PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 2, 2012

The undersigned hereby appoints Philip A. Taylor, John M. Zerr and Sheri Morris, and any one of them separately, proxies with full power of substitution in each, and hereby authorizes them to represent and to vote, as designated on the reverse of this proxy card, at the Special Meeting of Shareholders on April 2, 2012, at 3:00 p.m., Central time, and at any adjournment or postponement thereof, all of the shares of the Target Fund which the undersigned would be entitled to vote if personally present. IF THIS PROXY IS SIGNED AND RETURNED WITH NO CHOICE INDICATED, THE SHARES WILL BE VOTED “FOR” THE APPROVAL OF THE PROPOSAL.

NOTE: If you vote by telephone or on the Internet, please do NOT return your proxy card.

VOTE VIA THE INTERNET: www.proxy-direct.com

VOTE VIA THE TELEPHONE: x-xxx-xxx-xxxx

[________________] [_____________________]

NOTE: PLEASE SIGN EXACTLY AS YOUR NAME APPEARS ON THIS PROXY CARD. When signing as executor, administrator, attorney, trustee or guardian or as custodian for a minor, please give full title as such. If a corporation, limited liability company, or partnership, please sign in full entity name and indicate the signer’s position with the entity.

Signature

Date

PLEASE VOTE, SIGN AND DATE THIS PROXY CARD AND RETURN IT IN THE ENCLOSED ENVELOPE.

EVERY SHAREHOLDER’S VOTE IS IMPORTANT!

Important Notice Regarding the Availability of Proxy Materials

for the Special Meeting of Shareholders to Be Held on April 2, 2012.

The Proxy Statement is available at: ______________

Please detach at perforation before mailing.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD. THE BOARD RECOMMENDS VOTING “FOR” THE PROPOSAL.

TO VOTE, MARK A BLOCK BELOW IN BLUE OR BLACK INK. Example: [X]

[__] To vote in accordance with the Board’s recommendation mark this box. No other vote is necessary.

		FOR	AGAINST	ABSTAIN
1.	To approve an Agreement and Plan of Reorganization between the Target Fund and Invesco Van Kampen American Value Fund (the “Acquiring Fund”), a series of the Trust, providing for: (a) the acquisition of all of the assets and assumption of all of the liabilities of the Target Fund by the Acquiring Fund in exchange for shares of a corresponding class of the Acquiring Fund; (b) the distribution of such shares to the shareholders of the Target Fund; and (c) the liquidation and termination of the Target Fund.	[__]	[__]	[__]

PROXIES ARE AUTHORIZED TO VOTE, IN THEIR DISCRETION, UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF.

PLEASE VOTE, SIGN AND DATE THIS PROXY CARD AND RETURN IT IN THE ENCLOSED ENVELOPE.

# 1135395 v. 1

AIM Equity Funds (Invesco Equity Funds)

11 Greenway Plaza, Suite 2500

Houston, Texas 77046

(800) 959-4246

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

To Be Held on April 2, 2012

A special meeting (the “Meeting”) of the shareholders of the Invesco Capital Development Fund (the “Target Fund”), a series of AIM Equity Funds (Invesco Equity Funds) (the “Target Trust”), will be held on April 2, 2012, at 3:00 p.m., Central time, at 11 Greenway Plaza, Suite 2500, Houston, Texas 77046 to vote on the following proposal:

To approve an Agreement and Plan of Reorganization between the Target Fund and Invesco Van Kampen Mid Cap Growth Fund (the “Acquiring Fund”), a series of AIM Sector Funds (Invesco Sector Funds) (the “Acquiring Trust”), providing for: (a) the acquisition of all of the assets and assumption of all of the liabilities of the Target Fund by the Acquiring Fund in exchange for shares of a corresponding class of the Acquiring Fund; (b) the distribution of such shares to the shareholders of the Target Fund; and (c) the liquidation and termination of the Target Fund (the “Reorganization”).

Shareholders of record as of the close of business on January 4, 2012, are entitled to notice of, and to vote at, the Meeting or any adjournment of the Meeting. The proposal will be effected only if the Target Fund’s shareholders approve the proposal.

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

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

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

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

________________________

Mr. Philip Taylor

President

January 18, 2012

AIM Equity Funds (Invesco Equity Funds)

AIM Sector Funds (Invesco Sector Funds)

11 Greenway Plaza, Suite 2500

Houston, Texas 77046

(800) 959-4246

PROXY STATEMENT/PROSPECTUS

January 18, 2012

Introduction

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

A special meeting of the shareholders of the Target Fund (the “Meeting”) will be held at 11 Greenway Plaza, Suite 2500, Houston, Texas 77046 on April 2, 2012, at 3:00 p.m., Central time. At the Meeting, shareholders of the Target Fund will be asked to consider the following proposal:

To approve an Agreement and Plan of Reorganization between the Target Fund and the Acquiring Fund, providing for: (a) the acquisition of all of the assets and assumption of all of the liabilities of the Target Fund by the Acquiring Fund in exchange for shares of a corresponding class of the Acquiring Fund; (b) the distribution of such shares of the corresponding class to the shareholders of the Target Fund; and (c) the liquidation and termination of the Target Fund (the “Reorganization”).

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

The Board of Trustees of the Target Trust (the “Board”) has fixed the close of business on January 4, 2012, as the record date (“Record Date”) for the determination of shareholders entitled to notice of and to vote at the Meeting and at any adjournment thereof. Shareholders of the Target Fund on the Record Date will be entitled to one vote for each share of the Target Fund held (and a proportionate fractional vote for each fractional share). This Proxy Statement/Prospectus, the enclosed Notice of Special Meeting of Shareholders, and the enclosed proxy card will be mailed on or about January 19, 2012, to all shareholders eligible to vote on the Reorganization.

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

Additional information about the Funds is available in the:

·	Prospectuses for the Target Fund and the Acquiring Fund;

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

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

These documents are on file with the Securities and Exchange Commission (the “SEC”). The current prospectus of the Target Fund dated February 28, 2011, as amended, is incorporated herein by reference and is legally deemed to be part of this Proxy Statement/Prospectus. A copy of the current prospectus of the Acquiring Fund accompanies this Proxy Statement/Prospectus and is incorporated herein by reference and deemed to be part of this Proxy Statement/Prospectus. The SAI to this Proxy Statement/Prospectus, dated the same date as this Proxy Statement/Prospectus, also is incorporated herein by reference and is deemed to be part of this Proxy Statement/Prospectus. The Target Fund prospectus, the most recent annual reports to shareholders – containing audited financial statements for the most recent fiscal year – and the most recent semi-annual reports to shareholders of the Target Fund have been previously mailed to shareholders and are available on the Target Fund’s website at www.invesco.com/us.

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

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

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

AGREEMENT AND PLAN OF REORGANIZATION

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

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

1.	DESCRIPTION OF THE REORGANIZATIONS

D-1

D-2

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

VALUATION

2.1. With respect to each Reorganization:

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

3.	CLOSING AND CLOSING DATE

3.2. With respect to each Reorganization:

D-3

D-4

4.	REPRESENTATIONS AND WARRANTIES

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

D-5

D-6

D-7

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

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

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

D-8

D-9

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

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

5.	COVENANTS OF THE ACQUIRING FUND AND THE TARGET FUND

5.1. With respect to each Reorganization:

D-10

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

D-11

6.	CONDITIONS PRECEDENT TO OBLIGATIONS OF THE TARGET FUND

D-12

7.	CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND

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

D-13

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

D-14

9.	FEES AND EXPENSES

10.	FINAL TAX RETURNS AND FORMS 1099 OF TARGET FUND

11.	ENTIRE AGREEMENT; SURVIVAL OF WARRANTIES AND COVENANTS

12.	TERMINATION

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

13.	AMENDMENTS

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

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

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

D-15

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

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

D-16

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be approved on behalf of the Acquiring Fund and Target Fund.

Invesco Advisers, Inc. By: _________________________________ Name: Title:		AIM Investment Funds (Invesco Investment Funds), AIM Sector Funds (Invesco Sector Funds), AIM Equity Funds (Invesco Equity Funds), AIM Tax-Exempt Funds (Invesco Tax-Exempt Funds), AIM Variable Insurance Funds (Invesco Variable Insurance Funds), each on behalf of its respective series identified on Exhibit A hereto By: _________________________________ Name: Title:

EXHIBIT A

CHART OF REORGANIZATIONS

Acquiring Fund (and share classes) and Acquiring Entity	Corresponding Target Fund (and share classes) and Target Entity	Closing Date

Invesco Balanced-Risk Commodity Strategy Fund, a series of AIM Investment Funds (Invesco Investment Funds)	Invesco Commodities Strategy Fund, a series of AIM Investment Funds (Invesco Investment Funds)
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 Van Kampen American Value Fund, a series of AIM Sector Funds (Invesco Sector Funds)	Invesco U.S. Mid Cap Value Fund, a series of AIM Sector Funds (Invesco Sector Funds)
Class A	Class A
Class B	Class B
Class C	Class C
Class Y	Class Y

Invesco Van Kampen Mid Cap Growth Fund, a series of AIM Sector Funds (Invesco Sector Funds)	Invesco Capital Development Fund, a series of AIM Equity Funds (Invesco Equity Funds)
Class A	Class A
Class B	Class B
Class C	Class C
Class R	Class R
Class Y	Class Y
Class A	Investor Class
Institutional Class	Institutional Class


Invesco Van Kampen High Yield Municipal Fund, a series of AIM Tax-Exempt Funds (Invesco Tax-Exempt Funds)	Invesco High Income Municipal Fund, a series of AIM Tax-Exempt Funds (Invesco Tax-Exempt Funds)
Class A	Class A
Class B	Class B
Class C	Class C
Class Y	Class Y
Institutional Class	Institutional Class

Inveso Van Kampen V.I. Capital Growth Fund, a series of AIM Variable Insurance Funds (Invesco Variable Insurance Funds)	Invesco V.I. Capital Appreciation Fund, a series of AIM Variable Insurance Funds (Invesco Variable Insurance Funds)
Class I	Class I
Class II	Class II

Invesco Van Kampen V.I. Capital Growth Fund, a series of AIM Variable Insurance Funds (Invesco Variable Insurance Funds)	Invesco V.I. Leisure Fund, a series of AIM Variable Insurance Funds (Invesco Variable Insurance Funds)
Class I	Class I
Class II	Class II

Invesco Van Kampen V.I. Mid Cap Growth Fund, a series of AIM Variable Insurance Funds (Invesco Variable Insurance Funds)	Invesco V.I. Capital Development Fund, a series of AIM Variable Insurance Funds (Invesco Variable Insurance Funds)
Class I	Class I
Class II	Class II

Schedule 1.2(c)

Excluded Liabilities

None

Schedule 8.6

Tax Opinions

OTHER INFORMATION

Item 15. Indemnification

Indemnification provisions for officers, trustees, and employees of the Registrant are set forth in Article VIII of the Registrant’s Amended and Restated Agreement and Declaration of Trust and Article VIII of its Amended and Restated Bylaws, and are hereby incorporated by reference. See Item 16(1) and (2) below. Under the Amended and Restated Agreement and Declaration of Trust dated September 14, 2005, as amended (i) Trustees or officers, when acting in such capacity, shall not be personally liable for any act, omission or obligation of the Registrant or any Trustee or officer except by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office with the Trust; (ii) every Trustee, officer, employee or agent of the Registrant shall be indemnified to the fullest extent permitted under the Delaware Statutory Trust Act, the Registrant’s Bylaws and other applicable law; and (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 $80,000,000 (plus an additional $20,000,000 limit that applies to independent directors/trustees only).

Section 16 of the Master Investment Advisory Agreement between the Registrant and Invesco Advisers, Inc. (“Invesco”) provides that in the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of Invesco or any of its officers, directors or employees, that Invesco shall not be subject to liability to the Registrant or to any series of the Registrant, or to any shareholder of any series of the Registrant for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security. Any liability of Invesco to any series of the Registrant shall not automatically impart liability on the part of Invesco to any other series of the Registrant. No series of the Registrant shall be liable for the obligations of any other series of the Registrant.

C-1

Section 9 of the Master Intergroup Sub-Advisory Contract for Mutual Funds (the “Sub-Advisory Contract”) between Invesco Advisers, Inc., on behalf of Registrant, and each of Invesco Asset Management Deutschland GmbH, Invesco Asset Management Ltd., Invesco Asset Management (Japan) Limited, Invesco Australia Limited, Invesco Hong Kong Limited, Invesco Senior Secured Management, Inc. and Invesco Trimark Ltd. (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 will be governed by the final adjudication of such issue.

Item 16. Exhibits

(1)(a) – (1) Amended and Restated Agreement and Declaration of Trust of

Registrant dated September 14, 2005, incorporated herein by reference to Registrant’s PEA No. 46 on Form N-1A, filed on December 1, 2005.

– (2) Amendment No. 1, dated May 24, 2006, to Amended and Restated

Agreement and Declaration of Trust of Registrant, dated September 14, 2005, incorporated herein by reference to Registrant’s PEA No. 48 on Form N-1A, filed on July 25, 2006.

– (3) Amendment No. 2, dated July 5, 2006, to Amended and Restated

Agreement and Declaration of Trust of Registrant, dated September 14, 2005, incorporated herein by reference to Registrant’s PEA No. 48 on Form N-1A, filed on July 25, 2006.

– (4) Amendment No. 3, dated May 1, 2008, to Amended and Restated

Agreement and Declaration of Trust of Registrant, adopted effective September 14, 2005, incorporated herein by reference to Registrant’s PEA No. 51 on Form N-1A, filed on July 23, 2008.

– (5) Amendment No. 4, dated June 19, 2008, to Amended and Restated

Agreement and Declaration of Trust of Registrant, adopted effective September 14, 2005, incorporated herein by reference to Registrant’s PEA No. 51 on Form N-1A, filed on July 23, 2008.

C-2

– (6) Amendment No. 5, dated November 12, 2009, to Amended and Restated

Agreement and Declaration of Trust of Registrant, adopted effective September 14, 2005, incorporated herein by reference to Registrant’s PEA No. 54 on Form N-1A, filed on November 25, 2009.

– (7) Amendment No. 6, dated February 12, 2010, to Amended and Restated

Agreement and Declaration of Trust of Registrant, adopted effective September 14, 2005, incorporated herein by reference to Registrant’s PEA No. 57 on Form N-1A, filed on May 21, 2010.

– (8) Amendment No. 7, dated February 26, 2010, to Amended and Restated

Agreement and Declaration of Trust of Registrant, adopted effective September 14, 2005, incorporated herein by reference to Registrant’s PEA No. 57 on Form N-1A, filed on May 21, 2010.

– (9) Amendment No. 8, dated June 15, 2010, to Amended and Restated Agreement

and Declaration of Trust of Registrant, adopted effective September 14, 2005, incorporated herein by reference to Registrant’s PEA No. 61 on Form N-1A, filed on August 26, 2010.

– (10) Form of Amendment No. 9, dated October 14, 2010, to Amended and Restated

Agreement and Declaration of Trust of Registrant, adopted effective September 14, 2005, incorporated herein by reference to Registrant’s PEA No. 62 on Form N-1A, filed on October 21, 2010.

(2)(a) – (1) Amended and Restated Bylaws dated September 14, 2005 incorporated herein

by reference to Registrant’s PEA No. 46 on Form N-1A, filed on December 1, 2005.

– (2) Amendment dated, August 1, 2006, to the Amended and Restated Bylaws of

Registrant, adopted effective September 14, 2005 incorporated herein by reference to Registrant’s PEA No. 49 on Form N-1A, filed on July 25, 2007.

– (3) Amendment No. 2, dated March 23, 2007, to the Amended and Restated Bylaws

of Registrant, adopted effective September 14, 2005 incorporated herein by reference to Registrant’s PEA No. 49 on Form N-1A, filed on July 25, 2007.

– (4) Amendment No. 3, dated January 1, 2008, to the Amended and Restated Bylaws

of Registrant, adopted effective September 14, 2005 incorporated herein by reference to Registrant’s PEA No. 50 on Form N-1A, filed on February 14, 2008.

– (5) Amendment No. 4, dated April 30, 2010, to the Amended and Restated Bylaws

of Registrant, adopted effective September 14, 2005 incorporated herein by reference to Registrant’s PEA No. 57 on Form N-1A, filed on May 21, 2010.

(3)(a) – Voting Trust Agreements – None.

(4)(a) – Form of Agreement and Plan of Reorganization by and among the Registrant, on behalf

of certain series portfolios, is attached to each Proxy Statement Prospectus contained in this Registration Statement.

(5)(a) – Articles II, VI, VII, VIII and IX of the Amended and Restated Agreement and

Declaration of Trust, as amended, and Articles IV, V and VI of the Amended and Restated Bylaws, as amended, define rights of holders of shares.

C-3

(6)(a) – (1) Master Investment Advisory Agreement dated November 25, 2003 between

Registrant and A I M Advisors, Inc. incorporated herein by reference to Registrant’s PEA No. 42 on Form N-1A, filed on July 28, 2004.

– (2) Amendment No. 1, dated October 15, 2004, to Master Investment Advisory

Agreement between Registrant and A I M Advisors, Inc. incorporated herein by reference to Registrant’s PEA No. 43 on Form N-1A, filed on May 27, 2005.

– (3) Amendment No. 2, dated July 18, 2005, to Master Investment Advisory

Agreement between Registrant and A I M Advisors, Inc. incorporated herein by reference to Registrant’s PEA No. 45 on Form N-1A, filed on August 22, 2005.

– (4) Amendment No. 3, dated January 1, 2010, to Master Investment Advisory

Agreement between Registrant and Invesco Advisers, Inc., successor by merger to Invesco Aim Advisors, Inc. and formerly A I M Advisors, Inc. incorporated herein by reference to Registrant’s PEA No. 56 on Form N-1A, filed on February 12, 2010.

– (5) Amendment No. 4, dated February 12, 2010, to Master Investment Advisory

– (6) Amendment No. 5, dated April 30, 2010, to Master Investment Advisory

(b) – (1) Master Intergroup Sub-Advisory Contract for Mutual Funds, dated May 1, 2008,

between Invesco Aim Advisors, Inc. on behalf of Registrant, and each of Invesco Asset Management Deutschland GmbH, Invesco Asset Management Ltd., Invesco Asset Management (Japan) Limited, Invesco Australia Limited, Invesco Global Asset Management (N.A.), Inc., Invesco Hong Kong Limited, Invesco Institutional (N.A.), Inc., Invesco Senior Secured Management, Inc. and Invesco Trimark Ltd., incorporated herein by reference to Registrant’s PEA No. 51 on Form N-1A, filed on July 23, 2008.

–

(2) Amendment No. 1, dated January 1, 2010, to Master Intergroup Sub-Advisory Contract for Mutual Funds between Invesco Advisers, Inc., successor by merger to Invesco Aim Advisors, Inc., on behalf of Registrant, and each of Invesco Asset Management Deutschland GmbH, Invesco Asset Management Ltd., Invesco Asset Management (Japan) Limited, Invesco Australia Limited, Invesco Hong Kong Limited, Invesco Senior Secured Management, Inc. and Invesco Trimark Ltd incorporated herein by reference to Registrant’s PEA No. 56 on Form N-1A, filed on February 12, 2010.

–

(3) Amendment No. 2, dated February 12, 2010, to Master Intergroup Sub-Advisory Contract for Mutual Funds between Invesco Advisers, Inc., on behalf of Registrant, and each of Invesco Asset Management Deutschland GmbH, Invesco Asset Management Ltd., Invesco Asset Management (Japan) Limited, Invesco Australia Limited, Invesco Hong Kong Limited, Invesco Senior Secured Management, Inc. and Invesco Trimark Ltd incorporated herein by reference to Registrant’s PEA No. 57 on Form N-1A, filed on May 21, 2010.

C-4

(4) Amendment No. 3, dated April 30, 2010, to Master Intergroup Sub-Advisory Contract for Mutual Funds between Invesco Advisers, Inc., on behalf of Registrant, and each of Invesco Asset Management Deutschland GmbH, Invesco Asset Management Ltd., Invesco Asset Management (Japan) Limited, Invesco Australia Limited, Invesco Hong Kong Limited, Invesco Senior Secured Management, Inc. and Invesco Trimark Ltd incorporated herein by reference to Registrant’s PEA No. 57 on Form N-1A, filed on May 21, 2010.

(7)(a) - (1) First Restated Master Distribution Agreement (all classes except Class B

shares), made as of August 18, 2003, as subsequently amended, and as restated September 20, 2006, by and between Registrant and A I M Distributors. Inc. incorporated herein by reference to Registrant’s PEA No. 49 on Form N-1A, filed on July 25, 2007.

(2) Amendment No. 1, dated December 8, 2006, to the First Restated Master Distribution Agreement (all classes except Class B shares), between Registrant and A I M Distributors. Inc., incorporated herein by reference to Registrant’s PEA No. 49 on Form N-1A, filed on July 25, 2007.

(3) Amendment No. 2, dated January 31, 2007, to the First Restated Master Distribution Agreement (all classes of shares except Class B shares), between Registrant and A I M Distributors, Inc., incorporated herein by reference to Registrant's PEA No. 49 on Form N-1A, filed on July 25, 2007.

(4) Amendment No. 3, dated February 28, 2007, to the First Restated Master Distribution Agreement (all classes of shares except Class B shares), between Registrant and A I M Distributors, Inc., incorporated herein by reference to Registrant's PEA No. 49 on Form N-1A, filed on July 25, 2007.

(5) Amendment No. 4, dated March 9, 2007, to the First Restated Master Distribution Agreement (all classes of shares except Class B shares), between Registrant and A I M Distributors, Inc., incorporated herein by reference to Registrant's PEA No. 49 on Form N-1A, filed on July 25, 2007.

(6) Amendment No. 5, dated April 23, 2007, to the First Restated Master Distribution Agreement (all classes of shares except Class B shares), between Registrant and A I M Distributors, Inc., incorporated herein by reference to Registrant's PEA No. 49 on Form N-1A, filed on July 25, 2007.

(7) Amendment No. 6, dated September 28, 2007, to the First Restated Master Distribution Agreement (all classes of shares except Class B shares), between Registrant and A I M Distributors, Inc., incorporated herein by reference to Registrant's PEA No. 50 on Form N-1A, filed on February 14, 2008.

(8) Amendment No. 7, dated December 20, 2007, to the First Restated Master Distribution Agreement (all classes of shares except Class B shares), between Registrant and A I M Distributors, Inc., incorporated herein by reference to Registrant's PEA No. 50 on Form N-1A, filed on February 14, 2008.

(9) Amendment No. 8, dated April 28, 2008, to the First Restated Master Distribution Agreement (all classes of shares except Class B shares), between Registrant and Invesco Aim Distributors, Inc., incorporated herein by reference to Registrant's PEA No. 51 on Form N-1A, filed on July 23, 2008.

C-5

(10) Amendment No. 9, dated April 30, 2008, to the First Restated Master Distribution Agreement (all classes of shares except Class B shares), between Registrant and Invesco Aim Distributors, Inc., incorporated herein by reference to Registrant's PEA No. 51 on Form N-1A, filed on July 23, 2008.

(11) Amendment No. 10, dated May 1, 2008, to the First Restated Master Distribution Agreement (all classes of shares except Class B shares), between Registrant and Invesco Aim Distributors, Inc., incorporated herein by reference to Registrant's PEA No. 51 on Form N-1A, filed on July 23, 2008.

(12) Amendment No. 11, dated July 24, 2008, to the First Restated Master Distribution Agreement (all classes of shares except Class B shares), between Registrant and Invesco Aim Distributors, Inc., incorporated herein by reference to Registrant's PEA No. 52 on Form N-1A, filed on September 23, 2008.

(13) Amendment No. 12, dated October 3, 2008, to the First Restated Master Distribution Agreement (all classes of shares except Class B shares), between Registrant and Invesco Aim Distributors, Inc., incorporated herein by reference to Registrant's PEA No. 53 on Form N-1A, filed on July 23, 2009.

(14) Amendment No. 13, dated May 29, 2009, to the First Restated Master Distribution Agreement (all classes of shares except Class B shares), between Registrant and Invesco Aim Distributors, Inc., incorporated herein by reference to Registrant's PEA No. 53 on Form N-1A, filed on July 23, 2009.

(15) Amendment No. 14, dated June 2, 2009, to the First Restated Master Distribution Agreement (all classes of shares except Class B shares), between Registrant and Invesco Aim Distributors, Inc., incorporated herein by reference to Registrant's PEA No. 53 on Form N-1A, filed on July 23, 2009.

(16) Amendment No. 15, dated July 14, 2009, to the First Restated Master Distribution Agreement (all classes of shares except Class B shares), between Registrant and Invesco Aim Distributors, Inc., incorporated herein by reference to Registrant's PEA No. 53 on Form N-1A, filed on July 23, 2009.

(17) Amendment No. 16, dated September 25, 2009, to the First Restated Master Distribution Agreement made as of August 18, 2003, as subsequently amended and as restated September 20, 2006, by and between Registrant (all Classes of Shares except Class B and B5 shares) and Invesco Aim Distributors, Inc., incorporated herein by reference to Registrant's PEA No. 57 on Form N-1A, filed on May 21, 2010.

(18) Amendment No. 17, dated November 4, 2009, to the First Restated Master Distribution Agreement made as of August 18, 2003, as subsequently amended and as restated September 20, 2006, by and between Registrant (all Classes of Shares except Class B and B5 shares) and Invesco Aim Distributors, Inc., incorporated herein by reference to Registrant's PEA No. 57 on Form N-1A, filed on May 21, 2010.

(19) Amendment No. 18, dated February 1, 2010, to the First Restated Master Distribution Agreement made as of August 18, 2003, as subsequently amended and as restated September 20, 2006, by and between Registrant (all Classes of Shares except Class B and B5 shares) and Invesco Aim Distributors, Inc., incorporated herein by reference to Registrant's PEA No. 57 on Form N-1A, filed on May 21, 2010.

C-6

(20) Amendment No. 19, dated February 12, 2010, to the First Restated Master Distribution Agreement made as of August 18, 2003, as subsequently amended and as restated September 20, 2006, by and between Registrant (all Classes of Shares except Class B and B5 shares) and Invesco Aim Distributors, Inc., incorporated herein by reference to Registrant's PEA No. 57 on Form N-1A, filed on May 21, 2010.

(21) Amendment No. 20, dated February 12, 2010, to the First Restated Master Distribution Agreement made as of August 18, 2003, as subsequently amended and as restated September 20, 2006, by and between Registrant (all Classes of Shares except Class B and B5 shares) and Invesco Aim Distributors, Inc., incorporated herein by reference to Registrant's PEA No. 57 on Form N-1A, filed on May 21, 2010.

(22) Amendment No. 21, dated April 30, 2010, to the First Restated Master Distribution Agreement made as of August 18, 2003, as subsequently amended and as restated September 20, 2006, by and between Registrant (all Classes of Shares except Class B and B5 shares) and Invesco Distributors, Inc., formerly Invesco Aim Distributors, Inc., incorporated herein by reference to Registrant's PEA No. 57 on Form N-1A, filed on May 21, 2010.

(23) Amendment No. 22, dated June 14, 2010, to the First Restated Master Distribution Agreement made as of August 18, 2003, as subsequently amended and as restated September 20, 2006, by and between Registrant (all Classes of Shares except Class B and B5 shares) and Invesco Distributors, Inc., incorporated herein by reference to Registrant's PEA No. 59 on Form N-1A, filed on July 23, 2010.

(b) - (1) Second Restated Master Distribution Agreement (Class B and Class B5) dated

August 18, 2003, as subsequently amended and restated September 20, 2006, and May 4, 2010 between Registrant and Invesco Distributors, Inc., incorporated herein by reference to Registrant’s PEA No. 59 on Form N-1A, filed on July 23, 2010.

- (2) Amendment No. 1, dated June 1, 2010, to the Second Restated Master

Distribution Agreement (Class B and B5 shares), incorporated herein by reference to Registrant’s PEA No. 59 on Form N-1A, filed on July 23, 2010.

- (3) Amendment No. 2, dated June 14, 2010, to the Second Restated Master

Distribution Agreement (Class B and B5 shares), incorporated herein by reference to Registrant’s PEA No. 59 on Form N-1A, filed on July 23, 2010.

dealers incorporated herein by reference to Registrant’s PEA No. 53 on Form N 1A, filed on July 23, 2009.

(d) - Form of Bank Selling Group Agreement between A I M Distributors, Inc. and banks

incorporated herein by reference to Registrant’s PEA No. 53 on Form N-1A, filed on July 23, 2009.

(8)(a) - Form of AIM Funds Retirement Plan for Eligible Directors/Trustees, as approved by the

Board of Directors/Trustees on December 31, 2010. incorporated herein by reference to Registrant’s PEA No. 70 on Form N-1A, filed on April 29, 2011.

(b) - Form of AIM Funds Director Deferred Compensation Agreement incorporated herein by

reference to Registrant’s PEA No. 70 on Form N-1A, filed on April 29, 2011.

C-7

(9)(a) - Amended and Restated Master Custodian Agreement between Registrant and State Street

Bank and Trust dated June 1, 2010, incorporated herein by reference to Registrant’s PEA No. 59 on Form N-1A, filed on July 23, 2010.

(10)(a) - (1) First Restated Master Distribution Plan effective as of August 18, 2003 and as

subsequently amended, and as restated September 20, 2006 (Class A shares), incorporated herein by reference to Registrant’s PEA No. 49 on Form N-1A, filed on July 25, 2007.

- (2) Amendment No. 1, dated January 31, 2007, to the First Restated Master

Distribution Plan (Class A shares), incorporated herein by reference to Registrant’s PEA No. 49 on Form N-1A, filed on July 25, 2007.

- (3) Amendment No. 2, dated February 28, 2007, to the Registrant's First Restated

Master Distribution Plan (Class A shares), incorporated herein by reference to Registrant’s PEA No. 49 on Form N-1A, filed on July 25, 2007.

- (4) Amendment No. 3, dated March 9, 2007, to the Registrant's First Restated

Master Distribution Plan (Class A shares), incorporated herein by reference to Registrant’s PEA No. 49 on Form N-1A, filed on July 25, 2007.

- (5) Amendment No. 4, dated April 23, 2007, to the Registrant's First Restated

Master Distribution Plan (Class A shares), incorporated herein by reference to Registrant’s PEA No. 49 on Form N-1A, filed on July 25, 2007.

- (6) Amendment No. 5, dated April 30, 2008, to the First Restated Master

Distribution Plan (Class A shares), incorporated herein by reference to Registrant's PEA No. 51 on Form N-1A, filed on July 23, 2008.

- (7) Amendment No. 6, dated May 1, 2008, to the First Restated Master Distribution

Plan (Class A shares), incorporated herein by reference to Registrant's PEA No. 51 on Form N-1A, filed on July 23, 2008.

- (8) Amendment No. 7, dated July 24, 2008, to the First Restated Master Distribution

Plan (Class A shares), incorporated herein by reference to Registrant's PEA No. 52 on Form N-1A, filed on September 23, 2008.

- (9) Amendment No. 8, dated May 29, 2009, to the First Restated Master

Distribution Plan (Class A shares), incorporated herein by reference to Registrant’s PEA No. 53 on Form N-1A, filed on July 23, 2009.

- (10) Amendment No. 9, dated June 2, 2009, to the First Restated Master Distribution Plan (Class A shares), incorporated herein by reference to Registrant’s PEA No. 53 on Form N-1A, filed on July 23, 2009.

- (11) Amendment No. 10, dated July 1, 2009, to the First Restated Master Distribution

Plan (Class A shares), incorporated herein by reference to Registrant’s PEA No. 53 on Form N-1A, filed on July 23, 2009.

- (12) Amendment No. 11, dated November 4, 2009, to the First Restated Master

Distribution Plan (Class A shares), incorporated herein by reference to Registrant's PEA No. 57 on Form N-1A, filed on May 21, 2010.

C-8

- (13) Amendment No. 12, dated February 1, 2010, to First Restated Master

Distribution Plan (Class A shares), incorporated herein by reference to Registrant's PEA No. 57 on Form N-1A, filed on May 21, 2010.

- (14) Amendment No. 13, dated February 12, 2010, to First Restated Master

Distribution Plan (Class A shares), incorporated herein by reference to Registrant's PEA No. 57 on Form N-1A, filed on May 21, 2010.

- (15) Amendment No. 14, dated April 30, 2010, to First Restated Master Distribution

Plan (Class A shares), incorporated herein by reference to Registrant's PEA No. 57 on Form N-1A, filed on May 21, 2010.

- (16) Amendment No. 15, dated May 4, 2010, to First Restated Master Distribution

Plan (Class A shares), incorporated herein by reference to Registrant's PEA No. 57 on Form N-1A, filed on May 21, 2010.

- (17) Amendment No. 16, dated June 14, 2010, to First Restated Master Distribution

Plan (Class A shares), incorporated herein by reference to Registrant's PEA No. 59 on Form N-1A, filed on July 23, 2010.

- (18) Master Related Agreement to First Restated Master Distribution Plan (Class A

shares), incorporated herein by reference to Registrant's PEA No. 53 on Form N-1A, filed on July 23, 2009.

- (19) Amendment No. 17, dated October 29, 2010, to the First Restated Master

Distribution Plan (Class A shares), incorporated herein by reference to Registrant’s PEA No. 65 on Form N-1A, filed December 21, 2010.

- (20) Amendment No. 18, dated November 29, 2010, to the First Restated Master

Distribution Plan (Class A shares), incorporated herein by reference to Registrant’s PEA No. 65 on Form N-1A, filed December 21, 2010.

- (21) Amendment No. 19, dated May 23, 2011, to the First Restated Master

Distribution Plan (Class A shares), incorporated herein by reference to Registrant’s PEA No. 72 on Form N-1A, filed July 27, 2011.

- (22) Amendment No. 20, dated June 6, 2011, to the First Restated Master

Distribution Plan (Class A shares), incorporated herein by reference to Registrant’s PEA No. 72 on Form N-1A, filed July 27, 2011.

(b) - (1) First Restated Master Distribution Plan effective as of August 18, 2003 and as

restated September 20, 2006 (Class B shares) (Securitization Feature), incorporated herein by reference to Registrant’s PEA No. 49 on Form N-1A, filed on July 25, 2007.

- (2) Amendment No. 1, dated January 31, 2007, to the First Restated Master

Distribution Plan (Class B shares) (Securitization Feature), incorporated herein by reference to Registrant's PEA No. 49 on Form N-1A, filed on July 25, 2007.

- (3) Amendment No. 2, dated February 28, 2007, to the Registrant's First Restated

Master Distribution Plan (Class B shares) (Securitization Feature), incorporated herein by reference to Registrant's PEA No. 49 on Form N-1A, filed on July 25, 2007.

- (4) Amendment No. 3, dated March 9, 2007, to the Registrant's First Restated

Master Distribution Plan (Class B shares) (Securitization Feature), incorporated herein by reference to Registrant's PEA No. 49 on Form N-1A, filed on July 25, 2007.

C-9

- (5) Amendment No. 4, dated April 23, 2007, to the Registrant's First Restated

Master Distribution Plan (Class B shares) (Securitization Feature), incorporated herein by reference to Registrant's PEA No. 49 on Form N-1A, filed on July 25, 2007.

- (6) Amendment No. 5, dated April 30, 2008, to the Registrant's First Restated

Master Distribution Plan (Class B shares) (Securitization Feature), incorporated herein by reference to Registrant's PEA No. 51 on Form N-1A, filed on July 23, 2008.

- (7) Amendment No. 6, dated May 1, 2008, to the Registrant's First Restated Master

Distribution Plan (Class B shares) (Securitization Feature), incorporated herein by reference to Registrant's PEA No. 51 on Form N-1A, filed on July 23, 2008.

- (8) Amendment No. 7, dated July 24, 2008, to the Registrant's First Restated Master

Distribution Plan (Class B shares) (Securitization Feature), incorporated herein by reference to Registrant's PEA No. 52 on Form N-1A, filed on September 23, 2008.

- (9) Amendment No. 8, dated May 29, 2009, to the Registrant's First Restated Master

Distribution Plan (Class B shares) (Securitization Feature), incorporated herein by reference to Registrant's PEA No. 53 on Form N-1A, filed on July 23, 2009.

- (10) Amendment No. 9, dated June 2, 2009, to the Registrant's First Restated Master

Distribution Plan (Class B shares) (Securitization Feature), incorporated herein by reference to Registrant's PEA No. 53 on Form N-1A, filed on July 23, 2009.

- (11) Amendment No. 10, dated July 1, 2009, to the Registrant's First Restated Master

Distribution Plan (Class B shares) (Securitization Feature), incorporated herein by reference to Registrant's PEA No. 53 on Form N-1A, filed on July 23, 2009.

- (12) Amendment No. 11, dated November 4, 2009, to the First Restated Master

Distribution Plan (Class B shares) (Securitization Feature), incorporated herein by reference to Registrant's PEA No. 57 on Form N-1A, filed on May 21, 2010.

- (13) Amendment No. 12, dated February 12, 2010, to the First Restated Master

Distribution Plan (Class B shares) (Securitization Feature), incorporated herein by reference to Registrant's PEA No. 57 on Form N-1A, filed on May 21, 2010.

- (14) Amendment No. 13, dated April 30, 2010, to the First Restated Master

Distribution Plan (Class B shares) (Securitization Feature), incorporated herein by reference to Registrant's PEA No. 57 on Form N-1A, filed on May 21, 2010.

- (15) Amendment No. 14, dated May 4, 2010, to the First Restated Master

Distribution Plan (Class B shares) (Securitization Feature), incorporated herein by reference to Registrant's PEA No. 57 on Form N-1A, filed on May 21, 2010.

- (16) Amendment No. 15, dated June 14, 2010, to the First Restated Master

Distribution Plan (Class B shares) (Securitization Feature), incorporated herein by reference to Registrant's PEA No. 59 on Form N-1A, filed on July 23, 2010.

- (17) Amendment No. 16, dated October 29, 2010, to the First Restated Master

Distribution Plan (Class B share) (Securitization Feature), incorporated herein by reference to Registrant's PEA No. 65 on Form N-1A, filed on December 21, 2010.

- (18) Amendment No. 17, dated November 29, 2010, to the First Restated Master

Distribution Plan (Class B share) (Securitization Feature), incorporated herein by reference to Registrant's PEA No. 65 on Form N-1A, filed on December 21, 2010.

C-10

subsequently amended, and as restated September 20, 2006 (Class C shares) incorporated herein by reference to Registrant’s PEA No. 49 on Form N-1A, filed on July 25, 2007.

- (2) Amendment No. 1, dated January 31, 2007, to the First Restated Master

Distribution Plan (Class C shares), incorporated herein by reference to Registrant’s PEA No. 49 on Form N-1A, filed on July 25, 2007.

- (3) Amendment No. 2, dated February 28, 2007, to the Registrant's First Restated

Master Distribution Plan (Class C shares), incorporated herein by reference to Registrant's PEA No. 49 on Form N-1A, filed on July 25, 2007.

- (4) Amendment No. 3, dated March 9, 2007, to the Registrant's First Restated

Master Distribution Plan (Class C shares), incorporated herein by reference to Registrant's PEA No. 49 on Form N-1A, filed on July 25, 2007.

- (5) Amendment No. 4, dated April 23, 2007, to the Registrant's First Restated

Master Distribution Plan (Class C shares), incorporated herein by reference to Registrant's PEA No. 49 on Form N-1A, filed on July 25, 2007.

- (6) Amendment No. 5, dated April 30, 2008, to the Registrant’s First Restated

Master Distribution Plan (Class C shares) incorporated herein by reference to Registrant's PEA No. 51 on Form N-1A, filed on July 23, 2008.

- (7) Amendment No. 6, dated May 1, 2008, to the Registrant’s First Restated Master

Distribution Plan (Class C shares) incorporated herein by reference to Registrant's PEA No. 51 on Form N-1A, filed on July 23, 2008.

- (8) Amendment No. 7, dated July 24, 2008, to the Registrant’s First Restated Master

Distribution Plan (Class C shares) incorporated herein by reference to Registrant's PEA No. 52 on Form N-1A, filed on September 23, 2008.

- (9) Amendment No. 8, dated May 29, 2009, to the Registrant’s First Restated

Master Distribution Plan (Class C shares) incorporated herein by reference to Registrant's PEA No. 53 on Form N-1A, filed on July 23, 2009.

- (10) Amendment No. 9, dated June 2, 2009, to the Registrant’s First Restated Master

Distribution Plan (Class C shares) incorporated herein by reference to Registrant's PEA No. 53 on Form N-1A, filed on July 23, 2009.

- (11) Amendment No. 10, dated July 1, 2009, to the Registrant’s First Restated Master

Distribution Plan (Class C shares) incorporated herein by reference to Registrant's PEA No. 53 on Form N-1A, filed on July 23, 2009.

- (12) Amendment No. 11, dated November 4, 2009, to the First Restated Master

Distribution Plan (Class C shares), incorporated herein by reference to Registrant's PEA No. 57 on Form N-1A, filed on May 21, 2010.

- (13) Amendment No. 12, dated February 12, 2010, to the First Restated Master

Distribution Plan (Class C shares), incorporated herein by reference to Registrant's PEA No. 57 on Form N-1A, filed on May 21, 2010.

- (14) Amendment No. 13, dated April 30, 2010, to the First Restated Master

Distribution Plan (Class C shares), incorporated herein by reference to Registrant's PEA No. 57 on Form N-1A, filed on May 21, 2010.

C-11

- (15) Amendment No. 14, dated May 4, 2010, to the First Restated Master

Distribution Plan (Class C shares), incorporated herein by reference to Registrant's PEA No. 57 on Form N-1A, filed on May 21, 2010.

- (16) Amendment No. 15, dated June 14, 2010, to the First Restated Master

Distribution Plan (Class C shares), incorporated herein by reference to Registrant's PEA No. 59 on Form N-1A, filed on July 23, 2010.

- (17) Master Related Agreement to First Restated Master Distribution Plan (Class C

shares), incorporated herein by reference to Registrant's PEA No. 53 on Form N-1A, filed on July 23, 2009.

- (18) Amendment No. 16, dated October 29, 2010, to the First Restated Master

Distribution Plan (Class C shares), incorporated herein by reference to Registrant's PEA No. 65 on Form N-1A, filed on December 21, 2010.

- (19) Amendment No. 17, dated November 29, 2010, to the First Restated Master

Distribution Plan (Class C shares), incorporated herein by reference to Registrant's PEA No. 65 on Form N-1A, filed on December 21, 2010.

- (20) Amendment No. 18, dated May 31, 2011, to the First Restated Master

Distribution Plan (Class C shares), incorporated herein by reference to Registrant's PEA No. 72 on Form N-1A, filed on July 27, 2011.

- (21) Amendment No. 19, dated June 6, 2011, to the First Restated Master

Distribution Plan (Class C shares), incorporated herein by reference to Registrant's PEA No. 72 on Form N-1A, filed on July 27, 2011.

(d) - (1) First Restated Master Distribution Plan effective as of August 18, 2003 and as

subsequently amended, and as restated September 20, 2006 (Class R shares) incorporated herein by reference to Registrant’s PEA No. 49 on Form N-1A, filed on July 25, 2007.

- (2) Amendment No. 1, dated January 31, 2007, to the Registrant's First Restated

Master Distribution Plan (Class R shares), incorporated herein by reference to Registrant's PEA No. 49 on Form N-1A, filed on July 25, 2007.

- (3) Amendment No. 2, dated February 28, 2007, to the Registrant's First Restated

Master Distribution Plan (Class R shares), incorporated herein by reference to Registrant's PEA No. 49 on Form N-1A, filed on July 25, 2007.

- (4) Amendment No. 3, dated April 30, 2008, to the Registrant's First Restated

Master Distribution Plan (Class R shares), incorporated herein by reference to Registrant's PEA No. 51 on Form N-1A, filed on July 23, 2008.

- (5) Amendment No. 4, dated May 29, 2009, to the Registrant's First Restated Master

Distribution Plan (Class R shares), incorporated herein by reference to Registrant's PEA No. 53 on Form N-1A, filed on July 23, 2009.

- (6) Amendment No. 5, dated June 2, 2009, to the Registrant's First Restated Master

Distribution Plan (Class R shares), incorporated herein by reference to Registrant's PEA No. 53 on Form N-1A, filed on July 23, 2009.

- (7) Amendment No. 6, dated July 1, 2009, to the Registrant's First Restated Master

Distribution Plan (Class R shares), incorporated herein by reference to Registrant's PEA No. 53 on Form N-1A, filed on July 23, 2009.

C-12

- (8) Amendment No. 7, dated November 4, 2009, to the Registrant's First Restated

Master Distribution Plan (Class R shares), will be filed by Post-Effective Amendment, incorporated herein by reference to Registrant’s PEA No. 57 on Form N-1A, filed on May 21, 2010.

- (9) Amendment No. 8, dated April 30, 2010, to the First Restated Master

Distribution Plan (Class R shares), incorporated herein by reference to Registrant's PEA No. 57 on Form N-1A, filed on May 21, 2010.

- (10) Amendment No. 9, dated June 14, 2010, to the First Restated Master

Distribution Plan (Class R shares), incorporated herein by reference to Registrant's PEA No. 59 on Form N-1A, filed on July 23, 2010.

- (11) Master Related Agreement to First Restated Master Distribution Plan (Class R

shares), incorporated herein by reference to Registrant's PEA No. 53 on Form N-1A, filed on July 23, 2009.

- (12) Amendment No. 10, dated October 29, 2010, to the First Restated Master

Distribution Plan (Class R shares), incorporated herein by reference to Registrant's PEA No. 65 on Form N-1A, filed on December 21, 2010.

- (13) Amendment No. 11, dated November 29, 2010, to the First Restated Master

Distribution Plan (Class R shares), incorporated herein by reference to Registrant's PEA No. 65 on Form N-1A, filed on December 21, 2010.

- (14) Amendment No. 12, dated May 23, 2011, to the First Restated Master

Distribution Plan (Class R shares), incorporated herein by reference to Registrant's PEA No. 72 on Form N-1A, filed on July 27, 2011.

- (15) Amendment No. 13, dated May 31, 2011, to the First Restated Master

Distribution Plan (Class R shares), incorporated herein by reference to Registrant's PEA No. 72 on Form N-1A, filed on July 27, 2011.

- (16) Amendment No. 14, dated June 6, 2011, to the First Restated Master

Distribution Plan (Class R shares), incorporated herein by reference to Registrant's PEA No. 72 on Form N-1A, filed on July 27, 2011.

(e) - (1) First Restated Master Distribution Plan (Reimbursement) (Investor Class

shares), effective July 1, 2004 and as subsequently amended, incorporated herein by reference to Registrant's PEA No. 49 on Form N-1A, filed on July 25, 2007.

C-13

- (2) Amendment No. 1, dated April 30, 2008, to the Registrant's First Restated

Master Distribution Plan (Reimbursement) (Investor Class shares), effective July 1, 2004 and as subsequently amended, incorporated herein by reference to Registrant's PEA No. 51 on Form N-1A, filed on July 23, 2008.

- (3) Amendment No. 2, dated April 30, 2010, to the First Restated Master

Distribution Plan (Reimbursement) (Investor Class Shares), effective July 1, 2004, as subsequently amended, incorporated herein by reference to Registrant’s PEA No. 57 on Form N-1A, filed on May 21, 2010.

- (4) Master Related Agreement to First Restated Master Distribution Plan

(Reimbursement) (Investor Class shares), incorporated herein by reference to Registrant’s PEA No. 51 on Form N-1A, filed on July 23, 2008.

(f) - (1) First Restated Master Distribution Plan (Compensation) (Investor Class shares),

effective July 1, 2004 and as subsequently amended, incorporated herein by reference to Registrant's PEA No. 49 on Form N-1A, filed on July 25, 2007.

- (2) Amendment No. 1, dated December 20, 2007, to the Registrant's First Restated

Master Distribution Plan (Compensation) (Investor Class shares), effective July 1, 2004 and as subsequently amended, incorporated herein by reference to Registrant's PEA No. 50 on Form N-1A, filed on February 14, 2008.

- (3) Amendment No. 2, dated April 28, 2008, to the Registrant's First Restated

- (4) Amendment No. 3, dated April 30, 2010, to the First Restated Master

Distribution Plan (Compensation)(Investor Class shares), incorporated herein by reference to Registrant’s PEA No. 57 on Form N-1A, filed on May 21, 2010.

- (5) Master Related Agreement to First Restated Master Distribution Plan

(Compensation) (Investor Class shares), incorporated herein by reference to Registrant’s PEA No. 51 on Form N-1A, filed on July 23, 2008.

(g) - (1) Master Distribution Plan (Class A, Class B and Class C shares)

(Reimbursement), dated February 12, 2010, incorporated herein by reference to Registrant’s PEA No. 57 on Form N-1A, filed on May 21, 2010.

- (2) Amendment No. 1, dated April 30, 2010, to Master Distribution Plan (Class A,

Class B and Class C shares) (Reimbursement), incorporated herein by reference to Registrant’s PEA No. 57 on Form N-1A, filed on May 21, 2010.

- (3) Amendment No. 2, dated May 4, 2010, to Master Distribution Plan (Class A,

Class B and Class C shares) (Reimbursement), incorporated herein by reference to Registrant’s PEA No. 57 on Form N-1A, filed on May 21, 2010.

- (4) Amendment No. 3, October 29, 2010, to Master Distribution Plan (Class A,

Class B and Class C Shares) (Reimbursement), incorporated herein by reference to Registrant’s PEA No. 65 on Form N-1A, filed on December 21, 2010.

(h) - (1) Master Distribution Plan (Class R shares) (Reimbursement), incorporated herein

by reference to Registrant’s PEA No. 57 on Form N-1A, filed on May 21, 2010.

- (2) Amendment No. 1, dated April 30, 2010, to Master Distribution Plan (Class R

shares) (Reimbursement), incorporated herein by reference to Registrant’s PEA No. 57 on Form N-1A, filed on May 21, 2010.

C-14

- (3) Shareholder Service Plan (Class R shares)(Reimbursement), incorporated herein

by reference to Registrant’s PEA No. 57 on Form N-1A, filed on May 21, 2010.

(i) - (1) Amended and Restated Master Distribution Plan (Class A, A5, B, B5, C, C5, R

and R5 shares) (Reimbursement), incorporated herein by reference to Registrant’s PEA No. 57 on Form N-1A, filed on May 21, 2010.

- (2) Amendment No. 1, dated April 30, 2010, to Amended and Restated Master

Distribution Plan (Class A, A5, B, B5, C, C5, R and R5 shares) (Reimbursement), incorporated herein by reference to Registrant’s PEA No. 57 on Form N-1A, filed on May 21, 2010.

- (3) Amendment No. 2, dated October 29, 2010, to Amended and Restated Plan of

Distribution Pursuant to Rule 12b-1 (Class A, A5, B, B5, C, C5, R and R5 Shares) (Reimbursement), incorporated herein by reference to Registrant’s PEA No. 65 on Form N-1A, filed on December 21, 2010.

(j) - Service Plan (Class A, A5, B, B5, C, C5, R and R5 shares) (Reimbursement),

incorporated herein by reference to Registrant’s PEA No. 57 on Form N-1A, filed on May 21, 2010.

(11)(a) - Opinion and Consent of Stradley Ronon Stevens & Young, LLP is filed herewith.

(12)(a) - Opinion of Stradley Ronon Stevens & Young, LLP, supporting the tax matters and

consequences to shareholders will be filed by Post-Effective Amendment.

(13)(a) - (1) Fourth Amended and Restated Transfer Agency and Service Agreement, dated

July 1, 2010, between Registrant and Invesco Investment Services, Inc., incorporated herein by reference to Registrant’s PEA No. 62 on Form N-1A, filed on October 21, 2010.

- (2) Amendment No. 1, dated March 16, 2011, to the Fourth Amended and Restated

Transfer Agency and Service Agreement, dated July 1, 2010, between Registrant and Invesco Investment Services, Inc., incorporated herein by reference to Registrant’s PEA No. 70 on Form N-1A, filed on April 29, 2011.

- (3) Amendment No. 2, dated July 1, 2011, to the Fourth Amended and Restated

C-15

(b) - (1) Second Amended and Restated Master Administrative Services Agreement

dated July 1, 2006 between Registrant and A I M Advisors, Inc. incorporated herein by reference to Registrant’s PEA No. 49 on Form N-1A, filed on July 25, 2007.

- (2) Amendment No. 1, dated January 1, 2010, to the Second Amended and Restated

Master Administrative Services Agreement, incorporated herein by reference to Registrant’s PEA No. 56 on Form N-1A, filed on February 12, 2010.

- (3) Amendment No. 2, dated February 12, 2010, to the Second Amended and

Restated Master Administrative Services Agreement, dated July 1, 2006, between Registrant and Invesco Advisers, Inc., incorporated herein by reference to Registrant’s PEA No. 57 on Form N-1A, filed on May 21, 2010.

- (4) Amendment No. 3, dated April 30, 2010, to the Second Amended and Restated

Master Administrative Services Agreement, dated July 1, 2006, between Registrant and Invesco Advisers, Inc., incorporated herein by reference to Registrant’s PEA No. 57 on Form N-1A, filed on May 21, 2010.

dated November 29, 2010, between Registrant, with respect to all Funds, and Invesco Advisers, Inc., incorporated herein by reference to Registrant’s PEA No. 70 on Form N-1A, filed on April 29, 2010.

(d) - (1) Memorandum of Agreement, regarding advisory fee waivers and affiliated

money market fee waivers, dated July 1, 2010, between Registrant and Invesco Advisers, Inc., incorporated herein by reference to Registrant’s PEA No. 59 on Form N-1A, filed on July 23, 2010.

- (2) Memorandum of Agreement regarding expense limitations, dated as of July 18,

2011, between Registrant and Invesco Advisers, Inc., incorporated herein by reference to Registrant’s PEA No. 74 on Form N-1A, filed on August 25, 2010.

- (3) Memorandum of Agreement regarding 12b-1 Fee Waivers/limits, dated as of

July 1, 2011 between Registrant and Invesco Distributors, Inc., incorporated herein by reference to Registrant’s PEA No. 74 on Form N-1A, filed on August 25, 2010.

(e) - (1) Third Amended and Restated Interfund Loan Agreement dated December 30, 2005, between Registrant and A I M Advisors, Inc., incorporated herein by reference to

Registrant’s PEA No. 49 on Form N-1A, filed on July 25, 2007.

- (2) Fourth Amended and Restated Interfund Loan Agreement dated April 30, 2010,

between Registrant and Invesco Advisers, Inc., incorporated herein by reference to Registrant’s PEA No. 70 on Form N-1A, filed on April 29, 2011.

(f) - Eighteenth Amended and Restated Multiple Class Plan of The Invesco Family of

Funds®, effective December 12, 2001, as further amended and restated April 1, 2010, incorporated herein by reference to Registrant’s PEA No. 57 on Form N-1A, filed on May 21, 2010.

(14)(a) - Consent of PricewaterhouseCoopers LLP is filed herewith.

(15)(a) - Omitted Financial Statements – None.

(16)(a) - (1) Powers of Attorney for Arch, Baker, Bayley, Bunch, Crockett, Dammeyer,

Dowden, Fields, Flanagan, Mathai-Davis, Soll, Sonnenschein, Stickel, Taylor and Whalen are filed herewith.

- (2) Power of Attorney for Mr. Frischling is filed herewith.

(17)(a) - Form of Proxy Cards relating to Special Meeting of Shareholders is filed herewith.

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 Act [17 CFR 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 Act, each post-effective amendment shall be deemed to be a new registration statement for the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering of them.

(3) The undersigned Registrant undertakes to file an opinion of counsel supporting the tax matters and

consequences to shareholders discussed in the prospectus will be filed by Post-Effective Amendment.

C-16

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement on Form N-14 to be signed on its behalf by the undersigned, thereto duly authorized, in the City of Houston, State of Texas, on the 2nd day of December, 2011.

	Registrant: AIM Sector Funds (Invesco Sector Funds)


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

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

SIGNATURES	TITLE	DATE

/s/ Philip A. Taylor	Trustee & President	December 2, 2011
(Philip A. Taylor)	(Principal Executive Officer)

/s/ David C. Arch*	Trustee	December 2, 2011
(David C. Arch)

/s/ Bob R. Baker*	Trustee	December 2, 2011
(Bob R. Baker)

/s/ Frank S. Bayley*	Trustee	December 2, 2011
(Frank S. Bayley)

/s/ James T. Bunch*	Trustee	December 2, 2011
(James T. Bunch)

/s/ Bruce L. Crockett*	Chair & Trustee	December 2, 2011
(Bruce L. Crockett)

/s/ Rod Dammeyer*	Trustee	December 2, 2011
(Rod Dammeyer)

/s/ Albert R. Dowden*	Trustee	December 2, 2011
(Albert R. Dowden)

/s/ Jack M. Fields*	Trustee	December 2, 2011
(Jack M. Fields)

/s/ Martin L. Flanagan*	Trustee	December 2, 2011
(Martin L. Flanagan)

/s/ Carl Frischling*	Trustee	December 2, 2011
(Carl Frischling)

/s/ Prema Mathai-Davis*	Trustee	December 2, 2011
(Prema Mathai-Davis)

/s/ Larry Soll*	Trustee	December 2, 2011
(Larry Soll)

/s/ Hugo F. Sonnenschein*	Trustee	December 2, 2011
(Hugo F. Sonnenschein)

/s/ Raymond Stickel, Jr.*	Trustee	December 2, 2011
(Raymond Stickel, Jr.)

/s/ Wayne W. Whalen*	Trustee	December 2, 2011
(Wayne W. Whalen)


	Vice President & Treasurer	December 2, 2011
/s/ Sheri Morris	(Principal Financial and
(Sheri Morris)	Accounting Officer)

*By /s/ Philip A. Taylor

Philip A. Taylor

Attorney-in-Fact

__________________

*Philip A. Taylor, pursuant to powers of attorney dated November 30, 2011, filed herewith.

C-17

INDEX

Exhibit

Number Description

(11)(a) Opinion and Consent of Stradley Ronon Stevens & Young, LLP

(14)(a) Consent of PricewaterhouseCoopers LLP

(16)(a)(1) Powers of Attorney for Arch, Baker, Bayley, Bunch, Crockett, Dammeyer,

Dowden, Fields, Flanagan, Mathai-Davis, Soll, Sonnenschein, Stickel, Taylor and Whalen

(16)(a)(2) Power of Attorney for Mr. Frischling

(17)(a) Form of Proxy Cards relating to Special Meeting of Shareholders is filed herewith.

C-18

TABLE OF CONTENTS
Page
PROPOSAL: TO APPROVE AN AGREEMENT AND PLAN OF REORGANIZATION SUMMARY OF KEY INFORMATION On what am I being asked to vote? Has my Fund’s Board of Trustees approved the Reorganization? What are the reasons for the proposed Reorganization? What effect will the Reorganization have on me as a shareholder? How do the Funds’ investment objectives, principal investment strategies and risks compare? How do the Funds’ expenses compare? Portfolio Turnover How do the performance records of the Funds compare? How do the management, investment adviser and other service providers of the Funds compare? How do the Funds’ purchase and redemption procedures and exchange policies compare? How do the Funds’ sales charges and distribution arrangements compare? Will the Acquiring Fund have different portfolio managers than a corresponding Target Fund? Will there be any tax consequences resulting from the proposal? When are the Reorganization expected to occur? How do I vote on the Reorganization? What will happen if shareholders of the Target Fund do not approve the Reorganization? What if I do not wish to participate in the Reorganization? Why are you sending me the Proxy Statement/Prospectus? Where can I find more information about the Funds and the Reorganization? ADDITIONAL INFORMATION ABOUT THE FUNDS Comparison of Principal Investment Strategies Comparison of Principal Risks of Investing in the Funds Comparison of Fundamental and Non-Fundamental Investment Restrictions Comparison of Share Classes and Distribution Arrangements Comparison of Purchase and Redemption Procedures Comparison of Distribution Policies Forms of Organization and Securities to be Issued Pending Litigation Where to Find More Information THE PROPOSED REORGANIZATION Summary of Agreement and Plan of Reorganization Board Considerations in Approving the Reorganization Federal Income Tax Considerations Costs of the Reorganization(s) VOTING INFORMATION Proxy Statement/Prospectus Quorum Requirement and Adjournment Vote Necessary to Approve the Agreement Proxy Solicitation Other Meeting Matters Share Ownership by Large Shareholders, Management and Trustees OTHER MATTERS Capitalization Dissenters’ Rights Shareholder Proposals WHERE TO FIND ADDITIONAL INFORMATION	1 1 1 1 1 1 2 2 8 8 9 10 10 10 10 10 10 10 10 11 11 11 11 12 13 14 15 15 16 16 16 16 16 17 18 19 19 19 20 20 20 20 21 21 21 21 22 22

Exhibits

EXHIBIT A Outstanding Shares of the Target Fund	A-1
EXHIBIT B Ownership of the Target Fund	B-1
EXHIBIT C Ownership of the Acquiring Fund	C-1
EXHIBIT D Form of Agreement and Plan of Reorganization	D-1


No dealer, salesperson or any other person has been authorized to give any information or to make any representations other than those contained in this Proxy Statement/Prospectus or related solicitation materials on file with the Securities and Exchange Commission, and you should not rely on such other information or representations.

Investment Objectives
Target Fund	Acquiring Fund
To seek above-average total return over a market cycle of three to five years.	To seek to provide a high total return by investing in equity securities of small- to medium-sized corporations.

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

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fees	0.72%	0.72%	0.72%
Distribution and Service (12b-1) Fees	0.25	0.25	0.25
Other Expenses	0.361	0.30	0.29
Acquired Fund Fees and Expenses	0.01	N/A	N/A
Total Other Expenses	0.37	0.30	N/A
Total Annual Fund Operating Expenses	1.341	1.27	1.26
Fee Waiver and/or Expense Reimbursement	0.062	N/A	0.014
Total Annual Fund Operating Expenses after Fee Waiver and/or Expense Reimbursement	1.28	1.27	1.25

	Current		Pro Forma
	Target Fund	Acquiring Fund	Target Fund + Acquiring Fund (assumes Reorganization is completed)
	Class B	Class B	Class B
Shareholder Fees (Fees paid directly from your investment)
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)	None	None	None
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less)	5.00%	5.00%	5.00%

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fees	0.72%	0.72%	0.72%
Distribution and Service (12b-1) Fees	1.00	0.253	0.253
Other Expenses	0.361	0.30	0.29
Acquired Fund Fees and Expenses	0.01	N/A	N/A
Total Other Expenses	0.37	0.30	N/A
Total Annual Fund Operating Expenses	2.091	1.27	1.26
Fee Waiver and/or Expense Reimbursement2	0.062	N/A	0.014
Total Annual Fund Operating Expenses after Fee Waiver and/or Expense Reimbursement	2.03	1.27	1.25

Fund/Class	One Year	Three Years	Five Years	Ten Years
Invesco U.S. Mid Cap Value Fund (Target) - Class A	$673	$946	$1,238	$2,069
Invesco Van Kampen American Value Fund (Acquiring) - Class A	$672	$931	$1,209	$2,000
Combined Pro forma Target Fund + Acquiring Fund - Class A (assuming the Reorganization is completed)	$670	$927	$1,203	$1,988

Invesco U.S. Mid Cap Value Fund (Target) - Class B	$706	$949	$1,318	$2,224
Invesco U.S. Mid Cap Value Fund (Target) - Class B (if you did not redeem your shares)	$206	$649	$1,118	$2,224
Invesco Van Kampen American Value Fund (Acquiring) - Class B	$629	$703	$897	$1,534
Invesco Van Kampen American Value Fund (Acquiring) - Class B (if you did not redeem your shares)	$129	$403	$697	$1,534
Combined Pro forma Target Fund + Acquiring Fund - Class B (assuming the Reorganization is completed)	$627	$699	$891	$1,522
Combined Pro forma Target Fund + Acquiring Fund - Class B (assuming the Reorganization is completed) (if you did not redeem your shares)	$127	$399	$691	$1,522

Invesco U.S. Mid Cap Value Fund (Target) - Class C	$306	$649	$1,118	$2,416
Invesco U.S. Mid Cap Value Fund (Target) - Class C (if you did not redeem your shares)	$206	$649	$1,118	$2,416
Invesco Van Kampen American Value Fund (Acquiring) - Class C	$302	$624	$1,073	$2,317
Invesco Van Kampen American Value Fund (Acquiring) - Class C (if you did not redeem your shares)	$202	$624	$1,073	$2,317
Combined Pro forma Target Fund + Acquiring Fund - Class C (assuming the Reorganization is completed)	$300	$620	$1,067	$2,305
Combined Pro forma Target Fund + Acquiring Fund - Class C (assuming the Reorganization is completed) (if you did not redeem your shares)	$200	$620	$1,067	$2,305

Invesco U.S. Mid Cap Value Fund (Target) - Class Y	$105	$341	$595	$1,323
Invesco Van Kampen American Value Fund (Acquiring) - Class Y	$104	$325	$563	$1,248
Combined Pro forma Target Fund + Acquiring Fund - Class Y (assuming the Reorganization is completed)	$102	$321	$557	$1,235

Average Annual Total Returns*
	1 Year	5 Years	10 Years
Acquiring Fund – Class A (inception date: October 18, 1993)1 Return Before Taxes Return After Taxes on Distributions Return After Taxes on Distributions and Sale of Fund Shares	-8.88 -8.97 -5.75	-0.79 -1.88 -0.96	6.03 5.45 5.14
Target Fund – Class A (inception date: July 17, 1998)2 Return Before Taxes Return After Taxes on Distributions Return After Taxes on Distributions and Sale of Fund Shares	-8.29 -8.34 -5.30	1.30 1.19 1.09	6.28 6.22 5.52

· Invesco Asset Management Deutschland GmbH;	· Invesco Hong Kong Limited;
· Invesco Asset Management Limited;	· Invesco Asset Management (Japan) Limited;
· Invesco Australia Limited;	· Invesco Senior Secured Management, Inc.; and
· Invesco Canada Ltd.

Principal Risk				Funds Subject to Risk
Counterparty Risk. Many of the instruments that the Fund expects to hold may be subject to the risk that the other party to a contract will not fulfill its contractual obligations.				Target Fund Acquiring Fund
Derivatives Risk. Derivatives may be more difficult to purchase, sell or value than other investments and may be subject to market, interest rate, credit, leverage, counterparty and management risks. A Fund investing in a derivative could lose more than the cash amount invested or incur higher taxes. Over-the-counter derivatives are also subject to counterparty risk, which is the risk that the other party to the contract will not fulfill its contractual obligation to complete the transaction with the Fund.				Target Fund Acquiring Fund
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.				Target Fund Acquiring Fund
Leverage Risk. Leverage exists when the Fund purchases or sells an instrument or enters into a transaction without investing cash in an amount equal to the full economic exposure of the instrument or transaction and the Fund could lose more than it invested. Leverage created from borrowing or certain types of transactions or instruments, including derivatives, may impair the Fund's liquidity, cause it to liquidate positions at an unfavorable time, increase volatility or otherwise not achieve its intended objective.				Target Fund Acquiring Fund

Management Risk. The investment techniques and risk analysis used by the Fund's portfolio managers may not produce the desired results.				Target Fund Acquiring Fund
Market Risk. The prices of and the income generated by the Fund's securities may decline in response to, among other things, investor sentiment; general economic and market conditions; regional or global instability; and currency and interest rate fluctuations.				Target Fund Acquiring Fund
REIT Risk/Real Estate Risk. Investments in real-estate related instruments may be affected by economic, legal, cultural, environmental or technological factors that affect property values, rents or occupancies of real estate related to the Fund's holdings. Real estate companies, including REITs or similar structures, tend to be small and mid cap companies and their shares may be more volatile and less liquid. The value of investments in real estate related companies may be affected by the quality of management, the ability to repay loans, the utilization of leverage and financial covenants related thereto, whether the company carries adequate insurance and environmental factors. If a real estate related company defaults, the Fund may own real estate directly, which involves the following additional risks: environmental liabilities; difficulty in valuing and selling the real estate; and economic or regulatory changes.				Target Fund Acquiring Fund
Small- and Mid-capitalization Risk. Stocks of small and mid sized companies tend to be more vulnerable to adverse developments in the above factors and may have little or no operating history or track record of success, and limited product lines, markets, management and financial resources. The securities of small and mid sized companies may be more volatile due to less market interest and less publicly available information about the issuer. They also may be illiquid or restricted as to resale or may trade less frequently and in smaller volumes, all of which may cause difficulty when establishing or closing a position at a desirable price.				Target Fund Acquiring Fund
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.				Target Fund Acquiring Fund
Currency/Exchange Rate Risk. The dollar value of the Fund's foreign investments will be affected by changes in the exchange rates between the dollar and the currencies in which those investments are traded.				Target Fund
Developing Markets Risk. Securities issued by foreign companies and governments located in developing countries may be affected more negatively by inflation, devaluation of their currencies, higher transaction costs, delays in settlement, adverse political developments, the introduction of capital controls, withholding taxes, nationalization of private assets, expropriation, social unrest, war or lack of timely information than those in developed countries.				Target Fund

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

	Target Fund	Acquiring Fund	Pro Forma Adjustments2,4	Acquiring Fund (pro forma)4
Net assets (all classes)1	$232,296,607	$688,860,133	–	$921,156,740
Class A net assets	$56,566,823	$549,428,246	–	$605,995,069
Class A shares outstanding	1,416,083	18,399,399	478,5093	20,293,991
Class A net asset value per share	$39.95	$29.86	–	$29.86
Class B net assets	$215,597	$37,779,567	–	$37,995,164
Class B shares outstanding	5,435	1,389,470	2,4953	1,397,400
Class B net asset value per share	$39.67	$27.19	–	$27.19
Class C net assets	$382,496	$46,700,157	–	$47,082,653
Class C shares outstanding	9,643	1,736,741	4,5833	1,750,967
Class C net asset value per share	$39.67	$26.89	–	$26.89
Class Y net assets	$175,131,691	$37,488,398	–	$212,620,089
Class Y shares outstanding	4,337,024	1,250,597	1,504,5053	7,092,126
Class Y net asset value per share	$40.38	$29.98	–	$29.98

Name and Address	Fund	Class of Shares	Number of Shares Owned	Percent Owned of Record*

Name and Address				_____%

Principal Risk	Funds Subject to Risk
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.	Target Fund Acquiring Fund
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.	Target Fund Acquiring Fund
Management Risk. The investment techniques and risk analysis used by the Fund’s portfolio managers may not produce the desired results.	Target Fund Acquiring Fund
Market Risk. The prices of and the income generated by the Fund’s securities may decline in response to, among other things, investor sentiment; general economic and market conditions; regional or global instability; and currency and interest rate fluctuations.	Target Fund Acquiring Fund
Small- and Mid-Capitalization Risks. Stocks of small and mid sized companies tend to be more vulnerable to adverse developments and may have little or no operating history or track record of success, and limited product lines, markets, management and financial resources. The securities of small and mid sized companies may be more volatile due to less market interest and less publicly available information about the issuer. They also may be illiquid or restricted as to resale, or may trade less frequently and in smaller volumes, all of which may cause difficulty when establishing or closing a position at a desirable price.	Target Fund Acquiring Fund
Initial Public Offerings (IPO) Risk. The prices of IPO securities fluctuate more than prices of equity securities of companies with longer trading histories. In addition, companies offering securities in IPOs may have less experienced management or limited operating histories. There can be no assurance that the Fund will have favorable IPO investment opportunities.	Target Fund
Counterparty Risk. Many of the instruments that the Fund expects to hold may be subject to the risk that the other party to a contract will not fulfill its contractual obligations.	Acquiring Fund
Derivatives Risk. Derivatives may be more difficult to purchase, sell or value than other investments and may be subject to market, interest rate, credit, leverage, counterparty and management risks. A Fund investing in a derivative could lose more than the cash amount invested or incur higher taxes. Over-the-counter derivatives are also subject to counterparty risk, which is the risk that the other party to the contract will not fulfill its contractual obligation to complete the transaction with the Fund	Acquiring Fund

Target Fund Share Classes	Acquiring Fund Share Classes
Class A Class B Class C Class R Class Y Investor Class Institutional Class	Class A Class B Class C Class R Class Y Class A Institutional Class

	Target Fund (000,000s)	Acquiring Fund (000,000s)
	at 4/30/2011	at 4/30/2011

Aggregate capital loss carryovers on a tax basis (1)	($134.2)	($31.7)
Unrealized Net Appreciation (Depreciation) in Investments on a Tax Basis	$179.0	$275.2
Aggregate Net Asset Value	$882.8	$1,900.0
Approximate annual limitation (2)	$33.3	N/A

	Target Fund4	Acquiring Fund	Pro Forma Adjustments1,4	Acquiring Fund (pro forma)4
Net assets (all classes)	$882,825,151	$1,900,049,775	–	$2,782,874,926
Class A net assets	$645,174,362	$1,539,895,284	$12,106,0682	$2,197,175,714
Class A shares outstanding	34,864,268	46,448,736	(15,031,822)3	66,281,182
Class A net asset value per share	$18.51	$33.15	–	$33.15
Class B net assets	$47,175,968	$167,946,746	–	$215,122,714
Class B shares outstanding	2,961,703	5,770,021	(1,340,957)3	7,390,767
Class B net asset value per share	$15.93	$29.11	–	$29.11
Class C net assets	$68,315,398	$132,884,752	–	$201,200,150
Class C shares outstanding	4,294,659	4,641,551	(1,908,071)3	7,028,139
Class C net asset value per share	$15.91	$28.63	–	$28.63
Class R net assets	$44,371,502	$12,442,589	–	$56,814,091
Class R shares outstanding	2,455,506	377,749	(1,108,481)3	1,724,774
Class R net asset value per share	$18.07	$32.94	–	$32.94
Class Y net assets	$7,898,680	$46,866,621	–	$54,765,301
Class Y shares outstanding	424,164	1,392,272	(189,525)3	1,626,911
Class Y net asset value per share	$18.62	$33.66	–	$33.66
Investor Class net assets	$12,106,068	–	$(12,106,068)2	–
Investor Class shares outstanding	653,778	–	(653,778)3	–
Investor Class net asset value per share	$18.52	–	–	–
Institutional Class net assets	$57,783,173	$13,783	–	$57,796,956
Institutional Class shares outstanding	2,943,800	409.7	(1,226,000)3	1,718,210
Institutional Class net asset value per share	$19.63	$33.64	–	$33.64

	Net asset value, beginning of period	Net investment income (loss)(a)	Net gains (losses) on securities (both realized and unrealized)	Total from investment operations	Distributions from net investment income	Net asset value, end of period	Total return(b)	Net assets, end of period (000s 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
Six months ended 04/30/11	$ 15.10	$0.00	$3.41	$3.41	$ —	$18.51	22.58%	$ 645,174	1.25%(d)	1.25%(d)	0.06%(d)	68%
Class B
Six months ended 04/30/11	13.04	(0.05)	2.94	2.89	—	15.93	22.16	47,176	2.00(d)	2.00(d)	(0.69)(d)	68
Class C
Six months ended 04/30/11	13.03	(0.05)	2.93	2.88	—	15.91	22.10	68,315	2.00 (d)	2.00 (d)	(0.69)(d)	68
Class R
Six months ended 04/30/11	14.76	(0.02)	3.33	3.31	—	18.07	22.43	44,372	1.50(d)	1.50(d)	(0.19)(d)	68
Class Y
Six months ended 04/30/11	15.18	0.03	3.41	3.44	—	18.62	22.66	7,899	1.00(d)	1.00(d)	0.31(d)	68
Investor Class
Six months ended 04/30/11	15.11	0.00	3.41	3.41	—	18.52	22.57	12,106	1.25(d)	1.25(d)	0.06(d)	68
Institutional Class
Six months ended 04/30/11	15.98	0.04	3.61	3.65	—	19.63	22.84	57,783	0.83(d)	0.83(d)	0.48(d)	68


			Page
General Information			1
Incorporation by Reference			1
Pro Forma Financial Information			2

Target Fund	Acquiring Fund
Invesco U.S. Mid Cap Value Fund	Invesco Van Kampen American Value Fund

Target Fund	Acquiring Fund	12 Month Period Ended
Invesco U.S. Mid Cap Value Fund	Invesco Van Kampen American Value Fund	April 30, 2011

Target Fund Share Class	Shares Exchanged	Acquiring Fund Share Class
Class A	1,894,592	Class A
Class B	7,930	Class B
Class C	14,226	Class C
Class Y	5,841,529	Class Y

Fund	Net Assets	As-of Date
Invesco U.S. Mid Cap Value Fund (Target Fund)	$232,296,607	April 30, 2011
Invesco Van Kampen American Value Fund (Acquiring Fund)	688,860,133	April 30, 2011
Invesco Van Kampen American Value Fund (Pro Forma Combined)	921,156,740	April 30, 2011

Expense Category	Increase (decrease) in expense
Advisory fees (1)	$10,938
Distribution fees (2)	(78,276)
Administrative services fees (3)	(6,962)
Professional fees (4)	(41,700)
Reports to shareholders fees (5)	(3,600)
Trustees' and officers fees and benefits (6)	(17,040)
Fee waiver and/or expense reimbursements (1)	(39,156)

Target Fund	Acquiring Fund
Invesco Capital Development Fund	Invesco Van Kampen Mid Cap Growth Fund

/S/Phil A. Taylor Philip A. Taylor		/S/ Martin L. Flanagan Martin L. Flanagan
/S/ David C. Arch David C. Arch		/S/ Jack M. Fields Jack M. Fields
/S/ Bob R. Baker Bob R. Baker		/S/ Prema Mathai-Davis Prema Mathai-Davis
/S/ Frank S. Bayley Frank S. Bayley		/S/ Larry Soll Larry Soll
/S/ James T. Bunch James T. Bunch		/S/ Hugo F. Sonnenschein Hugo F. Sonnenschein
/S/ Bruce L. Crockett Bruce L. Crockett		/S/ Raymond Stickel, Jr. Raymond Stickel, Jr.
/S/ Rodney Dammeyer Rodney Dammeyer		/S/ Wayne W. Whalen Wayne W. Whalen
/S/ Albert R. Dowden Albert R. Dowden