497 1 h77951ce497.htm 497 e497
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(INVESCO MOUNTAIN LOGO WITH EDELIVERY APPEARS HERE)
 
December 30, 2010
 
Dear Shareholder,
 
On June 1, Invesco completed its acquisition of Morgan Stanley’s retail asset management business, including Van Kampen Investments.
 
The Invesco and Van Kampen/Morgan Stanley retail investment capabilities were highly complementary, enabling Invesco to provide a more balanced product offering to Invesco Funds’ shareholders. As a result of the combination, Invesco gained investment talent for a number of investment strategies, including U.S. Value Equity, U.S. Small Cap Growth Equity, Tax-Free Municipals, Bank Loans and others. With this enhanced expertise and a comprehensive range of diverse investment capabilities, Invesco is better positioned than ever to meet the needs of investors across the U.S. and around the globe.
 
Since June 1, Invesco has been 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 of integrating the combined business, the Invesco Funds’ Boards have approved a realignment of fund offerings, subject to shareholder approval. If approved by shareholders, the proposed realignment will:
 
  •  Distinguish and emphasize Invesco’s most compelling investment processes and strategies;
 
  •  Reduce overlap in the product lineup; and
 
  •  Build a solid foundation for further growth to meet client and shareholder needs.
 
In addition, most Funds will continue to be managed by their existing investment management teams post-reorganization and many shareholders will experience a reduction in total expense ratio, decreasing the cost of their investment. In cases where management fee expenses are scheduled to increase as a result of a proposed reorganization, Invesco has instituted a cap on the total expense ratio of the Acquiring Fund intended to provide an expense ratio that is at or near the lowest current expense ratio of all Target Funds in each proposed set of reorganizations (excluding certain investment-related costs) for a period of time post reorganization.
 
The independent trustees of your Board believe that the reorganization proposed in this proxy is in the best interest of your Fund and the attached proxy 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 meeting, you may vote your shares in person. If you expect to attend the 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,
 
(PHILIP TAYLOR)
Mr. Philip Taylor
President and Principal Executive Officer
 
IGR-PXY-1


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AIM Investment Funds (Invesco Investment Funds)

11 Greenway Plaza, Suite 2500
Houston, Texas 77046
(800) 959-4246

NOTICE OF JOINT SPECIAL MEETING OF SHAREHOLDERS
To Be Held on April 14, 2011
 
A joint special meeting (the “Meeting”) of the shareholders of the series of AIM Investment Funds (Invesco Investment Funds) (the “Target Trust”) identified below will be held on April 14, 2011 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 each “Target Fund” listed below and Invesco International Growth Fund (the “Acquiring Fund”), a series of AIM International Mutual Funds (Invesco International Mutual Funds) (the “Acquiring Trust”), providing for: (a) the acquisition of all of the assets and assumption of all of the liabilities of each 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 (each, a “Reorganization” and collectively, the “Reorganizations”).
 
The Target Funds and the Acquiring Fund involved in each proposed Reorganization are:
 
       
Target Funds     Acquiring Fund
Invesco Van Kampen International Advantage Fund
    Invesco International Growth Fund
Invesco Van Kampen International Growth Fund
     
 
 
Shareholders of record as of the close of business on January 14, 2011 are entitled to notice of, and to vote at, the Meeting or any adjournment of the Meeting. Shareholders of each Target Fund will vote separately on the proposal, and the proposal will be effected as to a particular Target Fund only if that 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 Joint Proxy Statement/Prospectus.
 
Some shareholders hold shares in more than one Target Fund and may receive proxy cards or proxy materials for each such Target Fund. 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.
 
(PHILIP TAYLOR)
Mr. Philip Taylor
President and Principal Executive Officer
 
December 30, 2010


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AIM Investment Funds (Invesco Investment Funds)

11 Greenway Plaza, Suite 2500
Houston, Texas 77046
(800) 959-4246
 
JOINT PROXY STATEMENT/PROSPECTUS
December 30, 2010


Introduction
 
This Joint Proxy Statement/Prospectus contains information that shareholders of the Invesco Van Kampen International Advantage Fund (the “International Advantage Fund”), a series of AIM Investment Funds (Invesco Investment Funds) (the “Target Trust”), and the Invesco Van Kampen International Growth Fund (the “International Growth Fund”), a series of the Target Trust, should know before voting on the proposed reorganizations that are described herein, and should be retained for future reference. The International Advantage Fund and International Growth Fund are each referred to herein as a “Target Fund” and, together, as the “Target Funds.” This document is both the proxy statement of the Target Funds and also a prospectus for the Invesco International Growth Fund (the “Acquiring Fund”) which is a series of the AIM International Mutual Funds (Invesco International Mutual Funds) (the “Acquiring Trust”). Each Target Fund and the Acquiring Fund are series of a registered open-end management investment company. The Target Funds and the Acquiring Fund collectively are referred to as the “Funds” and to each fund individually as a “Fund.”
 
A joint special meeting of the shareholders of the Target Funds (the “Meeting”) will be held at 11 Greenway Plaza, Suite 2500, Houston, Texas 77046 on April 14, 2011 at 3:00 p.m., Central time. At the Meeting, shareholders of each Target Fund will be asked to consider the following proposal:
 
To approve an Agreement and Plan of Reorganization between each Target Fund and the Acquiring Fund, providing for: (a) the acquisition of all of the assets and assumption of all of the liabilities of each 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 (each, a “Reorganization” and collectively, the “Reorganizations”).
 
The total value of the Acquiring Fund shares of each class that shareholders will receive in a Reorganization will be the same as the total value of the shares of each class of the Target Fund that shareholders held immediately prior to the Reorganization. Each 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 Reorganizations.
 
The Board of Trustees of the Target Trust (the “Board”) has fixed the close of business on January 14, 2011 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 each 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 Joint Proxy Statement/Prospectus, the enclosed Notice of Joint Special Meeting of Shareholders and the enclosed proxy card will be mailed on or about January 24, 2011 to all shareholders eligible to vote on a Reorganization.
 
The Board has approved the Agreement and Plan of Reorganization and has determined that the Reorganization is in the best interest of each 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 a Target Fund do not approve the Reorganization, the Board will consider what further action is appropriate for that Fund.
 
This Joint Proxy Statement/Prospectus is being used in order to reduce the preparation, printing, handling and postage expenses that would result from the use of a separate proxy statement/prospectus for each Target Fund.
 
Additional information about the Funds is available in the:
 
  •  Prospectuses for the Target Funds and the Acquiring Fund;
 
  •  Annual and semi-annual reports to shareholders of the Target Funds and the Acquiring Fund; and
 
  •  Statements of Additional Information (“SAIs”) for the Target Funds and the Acquiring Fund.
 
These documents are on file with the Securities and Exchange Commission (the “SEC”). The current prospectuses of the Target Funds are incorporated herein by reference and are legally deemed to be part of this Joint Proxy Statement/Prospectus. A copy of the current prospectus of the Acquiring Fund accompanies this Joint Proxy Statement/Prospectus and is incorporated herein by reference and deemed to be part of this Joint Proxy Statement/Prospectus. The SAI to this Joint Proxy Statement/Prospectus, dated the same date as this Joint Proxy Statement/Prospectus, also is incorporated herein by reference and is deemed to be part of this Joint Proxy Statement/Prospectus. The Target Fund prospectuses, 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 Funds have been previously mailed to shareholders and are available on the Target Funds’ 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 Funds, at 11 Greenway Plaza, Suite 2500, Houston, Texas 77046, or calling (800) 959-4246.


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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 1-202-551-8090. 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 Joint 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.


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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 Joint 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.


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PROPOSAL: TO APPROVE AN AGREEMENT AND PLAN OF REORGANIZATION
 
Shareholders of each Target Fund are being asked to consider and approve an Agreement and Plan of Reorganization (the “Agreement”) that will have the effect of reorganizing the Target Fund with and into the Acquiring Fund, as summarized below. The Agreement provides for (a) the acquisition of all of the assets and assumption of all of the liabilities of each 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.
 
SUMMARY OF KEY INFORMATION
 
The following is a summary of certain information contained elsewhere in this Joint Proxy Statement/Prospectus, in the Agreement, and/or in the prospectuses and SAIs of the Funds. Shareholders should read the entire Joint Proxy Statement/Prospectus and the prospectus of the Acquiring Fund carefully for more complete information.
 
On what am I being asked to vote?
 
As a shareholder of a Target Fund, you are being asked to consider and vote to approve the Agreement under which the assets and liabilities of the Target Fund will be transferred to the Acquiring Fund.
 
If shareholders of a Target Fund approve the Agreement, shares of each class of the Target Fund will be exchanged for Acquiring Fund shares of the corresponding class of equal value, which will result in your holding shares of the Acquiring Fund equal to the value of your shares of the corresponding class of the Target Fund, and the Target Fund will be liquidated and terminated.
 
Has my Fund’s Board of Trustees approved the Reorganizations?
 
Yes. The Board has carefully reviewed the proposal and unanimously approved the Agreement and the Reorganizations. The Board recommends that shareholders of each Target Fund vote in favor of the Agreement.
 
What are the reasons for the proposed Reorganizations?
 
On June 1, 2010, Invesco Ltd. (“Invesco”), the indirect parent company of Invesco Advisers, Inc., the Funds’ investment adviser (“Invesco Advisers” or “Adviser”), acquired the retail mutual fund business of Morgan Stanley, which included 92 Morgan Stanley and Van Kampen branded funds. This transaction filled gaps in Invesco’s product line-up and has enabled the company to expand its investment offerings to retail customers. The transaction also resulted in significant product overlap. The Reorganizations proposed in this Joint Proxy Statement/Prospectus are part of a larger group of reorganizations across Invesco’s mutual fund platform. The reorganizations are designed to put forth Invesco’s most compelling investment processes and strategies, reduce product overlap and create scale in the resulting funds.
 
In considering the Reorganizations and the Agreement, the Board considered these and other factors in concluding that the Reorganizations would be in the best interest of the Funds. The Board’s considerations are described in more detail in the “THE PROPOSED REORGANIZATIONS — Board Considerations in Approving the Reorganizations” section below.
 
What effect will a Reorganization have on me as a shareholder?
 
Immediately after a Reorganization, you will hold shares of a class of the Acquiring Fund that are equal in value to the shares of the corresponding class of the Target Fund that you held immediately prior to the closing of the Reorganization. The principal differences between the Target Funds and the Acquiring Fund are described in this Joint Proxy Statement/Prospectus. The prospectus of the Acquiring Fund that accompanies this Joint Proxy Statement/Prospectus contains additional information about the Acquiring Fund that you will hold shares of following the Reorganization, if approved.
 
How do the Funds’ investment objectives, principal investment strategies and risks compare?
 
The Acquiring Fund and the Target Funds have similar investment objectives, as described below. Each Fund’s investment objective is classified as non-fundamental, which means that it can be changed by the Board without shareholder approval, although there is no present intention to do so.
 
Investment Objectives
 
     
Target Funds
 
Acquiring Fund
 
International Advantage Fund
The Fund’s investment objective is to seek long-term capital appreciation.
 
The Fund’s investment objective is long-term growth of capital.
International Growth Fund
The Fund’s investment objective is to seek capital appreciation, with a secondary objective of income.
   
 
The principal investment strategies of the Acquiring Fund are similar to the principal investment strategies of the Target Funds, although the Acquiring Fund may invest in different types of investments and have different investment policies and limitations than the corresponding Target Fund. As a result, the risks of owning shares of the Acquiring Fund are similar to the risks of owning shares of a


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Target Fund, although the risks of the Funds may not be exactly the same. The sections below entitled “ADDITIONAL INFORMATION ABOUT THE FUNDS — Comparison of Principal Investment Strategies” and “Comparison of the Principal Risks of Investing in the Funds” compare the principal investment strategies and risks of each Target Fund and the Acquiring Fund and highlight certain key differences.
 
How do the Funds’ expenses compare?
 
The tables below provide a summary comparison of the expenses of each Target Fund and the Acquiring Fund, as well as estimated expenses on a pro forma basis giving effect to the proposed Reorganizations. The pro forma expense ratios show projected estimated expenses but actual expenses may be greater or less than those shown. Note that the total expenses (both before and after fee waivers and expense reimbursements) of the Acquiring Fund are expected to be higher than the total expenses of the Invesco Van Kampen International Growth Fund.
 
None of the Reorganizations are contingent upon shareholder approval of any other Reorganization. It is anticipated that the lowest expense ratio will be achieved for the Acquiring Fund if all of the Reorganizations are approved and implemented and that the highest expense ratio will result if the International Advantage Fund is the only Target Fund that participates in the Reorganization with the Acquiring Fund. The range of impact to Fund expenses is reflected in the expense tables below, which provide the highest and lowest projected expense ratios for the Acquiring Fund.
 
Expense Tables and Expense Examples*
 
                                                 
    Current     Combined Pro Forma  
                            Invesco
 
                            Van Kampen
 
                            International
 
                      Target Funds
    Advantage Fund
 
    Target Funds     Acquiring Fund     +
    +
 
    Invesco
    Invesco
          Acquiring Fund
    Acquiring Fund
 
    Van Kampen
    Van Kampen
    Invesco
    (assumes both
    (assumes only one
 
    International
    International
    International
    Reorganizations
    Reorganization
 
    Advantage Fund     Growth Fund     Growth Fund     are completed)     is completed)  
    Class A     Class B(4)     Class A     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 %     None       5.50 %     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       5.00 %     None       None       None       None  
Redemption Fee/Exchange Fee (as a percentage of amount redeemed/exchanged)(1)
    2.00 %     2.00 %     2.00 %     2.00 %     2.00 %     2.00 %
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
                                               
Management Fees
    0.90 %     0.90 %     0.75 %     0.88 %     0.87 %     0.88 %
Distribution and Service (12b-1) Fees
    0.25 %     0.39 %     0.25 %     0.25 %     0.25 %     0.25 %
Other Expenses
    0.75 %(2)     0.75 %(2)     0.40 %(2)     0.38 %     0.39 %     0.41 %
Acquired Fund Fees and Expenses**
    0.00 %     0.00 %     0.00 %     0.02 %     0.02 %     0.02 %
Total Annual Fund Operating Expenses
    1.90 %(2)     2.04 %(2)     1.40 %(2)     1.53 %     1.53 %     1.56 %
                                                 
Fee Waiver and/or Expense Reimbursement
    0.25 %(3)     0.25 %(3)     0.00 %     0.00 %     0.11 %(5)     0.00 %
Total Annual Operating Expenses after Fee Waiver and/or Expense Reimbursements
    1.65 %(2)     1.79 %(2)     1.40 %(2)     1.53 %     1.42 %     1.56 %
                                                 
 


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    Current     Combined Pro Forma  
                      Invesco
 
                      Van Kampen
 
                      International
 
                Target Funds
    Advantage Fund
 
    Target Fund     Acquiring Fund     +
    +
 
    Invesco
          Acquiring Fund
    Acquiring Fund
 
    Van Kampen
    Invesco
    (assumes both
    (assumes only one
 
    International
    International
    Reorganizations
    Reorganization
 
    Growth Fund     Growth Fund     are completed)     is completed)  
    Class B     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       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 %     5.00 %
Redemption Fee/Exchange Fee (as a percentage of amount redeemed/exchanged)(1)
    2.00 %     2.00 %     2.00 %     2.00 %
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
                               
Management Fees
    0.75 %     0.88 %     0.87 %     0.88 %
Distribution and Service (12b-1) Fees
    1.00 %     1.00 %     1.00 %     1.00 %
Other Expenses
    0.40 %(2)     0.38 %     0.39 %     0.41 %
Acquired Fund Fees and Expenses**
    0.00 %     0.02 %     0.02 %     0.02 %
Total Annual Fund Operating Expenses
    2.15 %(2)     2.28 %     2.28 %     2.31 %
                                 
Fee Waiver and/or Expense Reimbursement
    0.00 %     0.00 %     0.11 %(5)     0.00 %
Total Annual Operating Expenses after Fee Waiver and/or Expense Reimbursements
    2.15 %(2)     2.28 %     2.17 %     2.31 %
                                 
 
                                         
    Current     Combined Pro Forma  
                            Invesco Van
 
                            Kampen
 
                            International
 
    Target Funds     Acquiring Fund     Target Funds
    Advantage Fund
 
    Invesco Van
                +
    +
 
    Kampen
    Invesco Van
          Acquiring Fund
    Acquiring Fund
 
    International
    Kampen
    Invesco
    (assumes both
    (assumes only one
 
    Advantage
    International
    International
    Reorganizations
    Reorganization
 
    Fund     Growth Fund     Growth Fund     are completed)     is completed)  
    Class C     Class C     Class C     Class C     Class C  
 
Shareholder Fees (Fees paid directly from your investment)
                                       
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)
    None       None       None       None       None  
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less)
    1.00 %     1.00 %     1.00 %     1.00 %     1.00 %
Redemption Fee/Exchange Fee (as a percentage of amount redeemed/exchanged)(1)
    2.00 %     2.00 %     2.00 %     2.00 %     2.00 %
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
                                       
Management Fees
    0.90 %     0.75 %     0.88 %     0.87 %     0.88 %
Distribution and Service (12b-1) Fees
    0.99 %     0.96 %     1.00 %     1.00 %     1.00 %
Other Expenses
    0.75 %(2)     0.40 %(2)     0.38 %     0.39 %     0.41 %
Acquired Fund Fees and Expenses**
    0.00 %     0.00 %     0.02 %     0.02 %     0.02 %
Total Annual Fund Operating Expenses
    2.64 %(2)     2.11 %(2)     2.28 %     2.28 %     2.31 %
                                         
Fee Waiver and/or Expense Reimbursement
    0.25 %(3)     0.00 %     0.00 %     0.11 %(5)     0.00 %
Total Annual Operating Expenses after Fee Waiver and/or Expense Reimbursements
    2.39 %(2)     2.11 %(2)     2.28 %     2.17 %     2.31 %
                                         
 

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    Current     Combined Pro Forma  
                      Invesco
 
                      Van Kampen
 
                      International
 
                Target Funds
    Advantage Fund
 
    Target Fund     Acquiring Fund     +
    +
 
    Invesco
          Acquiring Fund
    Acquiring Fund
 
    Van Kampen
    Invesco
    (assumes both
    (assumes only one
 
    International
    International
    Reorganizations
    Reorganization
 
    Growth Fund     Growth Fund     are completed)     is completed)  
    Class R     Class R     Class R     Class R  
 
Shareholder Fees (Fees paid directly from your investment)
                               
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)
    None       None       None       None  
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less)
    None       None       None       None  
Redemption Fee/Exchange Fee (as a percentage of amount redeemed/exchanged)(1)
    2.00 %     2.00 %     2.00 %     2.00 %
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
                               
Management Fees
    0.75 %     0.88 %     0.87 %     0.88 %
Distribution and Service (12b-1) Fees
    0.50 %     0.50 %     0.50 %     0.50 %
Other Expenses
    0.40 %(2)     0.38 %     0.39 %     0.41 %
Acquired Fund Fees and Expenses**
    0.00 %     0.02 %     0.02 %     0.02 %
Total Annual Fund Operating Expenses
    1.65 %(2)     1.78 %     1.78 %     1.81 %
                                 
Fee Waiver and/or Expense Reimbursement
    0.00 %     0.00 %     0.11 %(5)     0.00 %
Total Annual Operating Expenses after Fee Waiver and/or Expense Reimbursements
    1.65 %(2)     1.78 %     1.67 %     1.81 %
                                 
 
                                         
    Current     Combined Pro Forma  
                            Invesco Van
 
                            Kampen
 
                            International
 
    Target Funds     Acquiring Fund     Target Funds
    Advantage Fund
 
    Invesco Van
                +
    +
 
    Kampen
    Invesco Van
          Acquiring Fund
    Acquiring Fund
 
    International
    Kampen
    Invesco
    (assumes both
    (assumes only one
 
    Advantage
    International
    International
    Reorganizations
    Reorganization
 
    Fund     Growth Fund     Growth Fund     are completed)     is completed)  
    Class Y     Class Y     Class Y     Class Y     Class Y  
 
Shareholder Fees (Fees paid directly from your investment)
                                       
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)
    None       None       None       None       None  
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less)
    None       None       None       None       None  
Redemption Fee/Exchange Fee (as a percentage of amount redeemed/exchanged)(1)
    2.00 %     2.00 %     2.00 %     2.00 %     2.00 %
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
                                       
Management Fees
    0.90 %     0.75 %     0.88 %     0.87 %     0.88 %
Distribution and Service (12b-1) Fees
    None       None       None       None       None  
Other Expenses
    0.75 %(2)     0.40 %(2)     0.38 %     0.39 %     0.41 %
Acquired Fund Fees and Expenses**
    0.00 %     0.00 %     0.02 %     0.02 %     0.02 %
Total Annual Fund Operating Expenses
    1.65 %(2)     1.15 %(2)     1.28 %     1.28 %     1.31 %
                                         
Fee Waiver and/or Expense Reimbursement
    0.25 %(3)     0.00 %     0.00 %     0.11 %(5)     0.00 %
Total Annual Operating Expenses after Fee Waiver and/or Expense Reimbursements
    1.40 %(2)     1.15 %(2)     1.28 %     1.17 %     1.31 %
                                         
 

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Table of Contents

                                 
    Current     Combined Pro Forma  
                      Invesco
 
                      Van Kampen
 
                      International
 
                Target Funds
    Advantage Fund
 
    Target Fund     Acquiring Fund     +
    +
 
    Invesco
          Acquiring Fund
    Acquiring Fund
 
    Van Kampen
    Invesco
    (assumes both
    (assumes only one
 
    International
    International
    Reorganizations
    Reorganization
 
    Growth Fund     Growth Fund     are completed)     is completed)  
    Institutional Class     Institutional Class     Institutional Class     Institutional Class  
 
Shareholder Fees (Fees paid directly from your investment)
                               
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)
    None       None       None       None  
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less)
    None       None       None       None  
Redemption Fee/Exchange Fee (as a percentage of amount redeemed/exchanged)(1)
    2.00 %     2.00 %     2.00 %     2.00 %
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
                               
Management Fees
    0.75 %     0.88 %     0.87 %     0.88 %
Distribution and Service (12b-1) Fees
    None       None       None       None  
Other Expenses
    0.26 %(2)     0.15 %     0.16 %     0.16 %
Acquired Fund Fees and Expenses**
    0.00 %     0.02 %     0.02 %     0.02 %
Total Fund Operating Expenses
    1.01 %(2)     1.05 %     1.05 %     1.06 %
                                 
 
 
Expense ratios reflect annual fund operating expenses for the most recent fiscal year (as disclosed in the Funds’ current prospectuses) of the International Advantage Fund (August 31, 2010), the International Growth Fund (August 31, 2010) and the Acquiring Fund (October 31, 2009). Pro forma numbers are estimated as if the Reorganization had been completed as of November 1, 2008 and do not include the estimated costs of the Reorganization to be borne by the Acquiring Fund. The Target Funds will not bear any Reorganization costs. For more information on the costs of the Reorganization to be borne by the Funds, see “Costs of the Reorganizations” below.
 
** Unless otherwise indicated Acquired Fund Fees and Expenses are less than 0.01%.
 
(1) You may be charged a 2.00% fee if you redeem or exchange shares of the Fund within 31 days of purchase.
 
(2) Based on estimated amounts for the current fiscal year.
 
(3) Invesco Advisers, Inc., the International Advantage Fund’s adviser (“Invesco Advisers” or the “Adviser”) has contractually agreed, through at least June 30, 2012, to waive advisory fees and/or reimburse expenses of all shares to the extent necessary to limit Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement (excluding certain items discussed below) of Class A, Class B, Class C and Class Y shares to 1.65%, 2.40%, 2.40% and 1.40% of average daily net assets, respectively. Unless the Board and Invesco Advisers mutually agree to amend or continue the fee waiver agreement, it will terminate on June 30, 2012.
 
(4) Class B shareholders will receive Class A shares as part of the Reorganization.
 
(5) Effective upon the closing of the Reorganization, Invesco Advisers has contractually agreed, through at least June 30, 2013, to waive advisory fees and/or reimburse expenses of all shares to the extent necessary to limit Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement (excluding certain items discussed below) of Class A, Class B, Class C, Class R, Class Y and Institutional Class shares to 1.40%, 2.15%, 2.15% , 1.65%, 1.15% and 1.15% of average daily net assets, respectively. In determining the Adviser’s obligation to waive advisory fees and/or reimburse expenses, the following expenses are not taken into account, and could cause the Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement to exceed the limit reflected above: (i) interest; (ii) taxes; (iii) dividend expense on short sales; (iv) extraordinary or non-routine items; and (v) expenses that the Fund has incurred but did not actually pay because of an expense offset arrangement. Unless the Board and Invesco Advisers mutually agree to amend or continue the fee waiver agreement, it will terminate on June 30, 2013.
 
Expense Examples
 
This Example is intended to help you compare the costs of investing in different classes of a Target Fund and the Acquiring Fund with the cost of investing in other mutual funds. Pro forma combined costs of investing in different classes of the Acquiring Fund after giving effect to the Reorganization of the corresponding Target Fund into the Acquiring Fund are also provided. All costs are based upon the information set forth in the Fee Tables above.
 
The Example assumes that you invest $10,000 for the time periods indicated and shows the expenses that you would pay if you redeem all of your shares at the end of those time periods. The Example also assumes that your investment has a 5% return each year and that the operating expenses remain the same. The Example reflects fee waivers and/or expense reimbursements that are contractual, if any, but does not reflect voluntary fee waivers and/or expense reimbursements. To the extent fees are waived and/or expenses are reimbursed on a voluntary basis, your expenses will be lower. Although your actual returns and costs may be higher or lower, based on these assumptions your costs would be:
 
                                 
    One
    Three
    Five
    Ten
 
Fund/Class
  Year     Years     Years     Years  
 
Invesco Van Kampen International Advantage Fund (Target Fund) — Class A
  $ 709     $ 1,067     $ 1,475     $ 2,610  
Invesco Van Kampen International Advantage Fund (Target Fund) — Class B(1)
  $ 682     $ 890     $ 1,251     $ 2,292  
Invesco Van Kampen International Advantage Fund (Target Fund) — Class B (if you did not redeem your shares)(1)
  $ 182     $ 590     $ 1,051     $ 2,292  
Invesco Van Kampen International Growth Fund (Target Fund) — Class A
  $ 685     $ 969     $ 1,274     $ 2,137  
Invesco International Growth Fund (Acquiring Fund) — Class A
  $ 697     $ 1,007     $ 1,338     $ 2,273  

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    One
    Three
    Five
    Ten
 
Fund/Class
  Year     Years     Years     Years  
 
Combined Pro forma Target Funds + Acquiring Fund — Class A (assuming both Reorganizations are completed)
  $ 687     $ 986     $ 1,318     $ 2,255  
Combined Pro forma International Advantage Fund + Acquiring Fund — Class A (assuming only one Reorganization is completed)
  $ 700     $ 1,016     $ 1,353     $ 2,304  
                                 
Invesco Van Kampen International Growth Fund (Target Fund) — Class B
  $ 718     $ 973     $ 1,354     $ 2,292  
Invesco Van Kampen International Growth Fund (Target Fund) — Class B (if you did not redeem your shares)
  $ 218     $ 673     $ 1,154     $ 2,292  
Invesco International Growth Fund (Acquiring Fund) — Class B
  $ 731     $ 1,012     $ 1,420     $ 2,427  
Invesco International Growth Fund (Acquiring Fund) — Class B (if you did not redeem your shares)
  $ 231     $ 712     $ 1,220     $ 2,427  
Combined Pro forma Target Funds + Acquiring Fund — Class B (assuming both Reorganizations are completed)
  $ 720     $ 991     $ 1,400     $ 2,409  
Combined Pro forma Target Funds + Acquiring Fund — Class B (assuming both Reorganizations are completed) (if you did not redeem your shares)
  $ 220     $ 691     $ 1,200     $ 2,409  
Combined Pro forma International Advantage Fund Fund + Acquiring Fund — Class B (assuming only one Reorganization is completed)
  $ 734     $ 1,021     $ 1,435     $ 2,458  
Combined Pro forma International Advantage Fund Fund + Acquiring Fund — Class B (assuming only one Reorganization is completed)
(if you did not redeem your shares)
  $ 234     $ 721     $ 1,235     $ 2,458  
                                 
Invesco Van Kampen International Advantage Fund (Target Fund) — Class C
  $ 342     $ 772     $ 1,354     $ 2,935  
Invesco Van Kampen International Advantage Fund (Target Fund) — Class C (if you did not redeem your shares)
  $ 242     $ 772     $ 1,354     $ 2,935  
Invesco Van Kampen International Growth Fund (Target Fund) — Class C
  $ 314     $ 661     $ 1,134     $ 2,441  
Invesco Van Kampen International Growth Fund (Target Fund) — Class C (if you did not redeem your shares)
  $ 214     $ 661     $ 1,134     $ 2,441  
Invesco International Growth Fund (Acquiring Fund) — Class C
  $ 331     $ 712     $ 1,220     $ 2,615  
Invesco International Growth Fund (Acquiring Fund) — Class C (if you did not redeem your shares)
  $ 231     $ 712     $ 1,220     $ 2,615  
Combined Pro forma Target Funds + Acquiring Fund — Class C (assuming both Reorganizations are completed)
  $ 320     $ 691     $ 1,200     $ 2,598  
Combined Pro forma Target Funds + Acquiring Fund — Class C (assuming both Reorganizations are completed) (if you did not redeem your shares)
  $ 220     $ 691     $ 1,200     $ 2,598  
Combined Pro forma International Advantage Fund Fund + Acquiring Fund — Class C (assuming only one Reorganization is completed)
  $ 334     $ 721     $ 1,235     $ 2,646  
Combined Pro forma International Advantage Fund Fund + Acquiring Fund — Class C (assuming only one Reorganization is completed)
(if you did not redeem your shares)
  $ 234     $ 721     $ 1,235     $ 2,646  
                                 
Invesco Van Kampen International Growth Fund (Target Fund) — Class R
  $ 168     $ 520     $ 897     $ 1,955  
Invesco International Growth Fund (Acquiring Fund) — Class R
  $ 181     $ 560     $ 964     $ 2,095  
Combined Pro forma Target Funds + Acquiring Fund — Class R (assuming both Reorganizations are completed)
  $ 170     $ 538     $ 943     $ 2,076  
Combined Pro forma International Advantage Fund Fund + Acquiring Fund — Class R (assuming only one Reorganization is completed)
  $ 184     $ 569     $ 980     $ 2,127  
                                 
Invesco Van Kampen International Advantage Fund (Target Fund) — Class Y
  $ 143     $ 470     $ 849     $ 1,911  
Invesco Van Kampen International Growth Fund (Target Fund) — Class Y
  $ 117     $ 365     $ 633     $ 1,398  
Invesco International Growth Fund (Acquiring Fund) — Class Y
  $ 130     $ 406     $ 702     $ 1,545  
Combined Pro forma Target Funds + Acquiring Fund — Class Y (assuming both Reorganizations are completed)
  $ 119     $ 384     $ 681     $ 1,525  
Combined Pro forma International Advantage Fund Fund + Acquiring Fund — Class Y (assuming only one Reorganization is completed)
  $ 133     $ 415     $ 718     $ 1,579  
                                 
Invesco Van Kampen International Growth Fund (Target Fund) — Institutional Class
  $ 103     $ 322     $ 558     $ 1,236  
Invesco International Growth Fund (Acquiring Fund) — Institutional Class
  $ 107     $ 334     $ 579     $ 1,283  
Combined Pro forma Target Funds + Acquiring Fund — Institutional Class (assuming both Reorganizations are completed)
  $ 107     $ 334     $ 579     $ 1,283  
Combined Pro forma International Advantage Fund Fund + Acquiring Fund — Institutional Class (assuming only one Reorganization is completed)
  $ 108     $ 337     $ 585     $ 1,294  
 
 
(1) Class B shareholders will receive Class A shares as part of the Reorganization.
 
The Example is not a representation of past or future expenses. Each Fund’s actual expenses, and an investor’s direct and indirect expenses, may be more or less than those shown. The table and the assumption in the Example of a 5% annual return are required by regulations of the SEC applicable to all mutual funds. The 5% annual return is not a prediction of and does not represent the Funds’ projected or actual performance.
 
For further discussion regarding the Board’s consideration of the fees and expenses of the Funds in approving the Reorganizations, see the section entitled “THE PROPOSED REORGANIZATIONS - Board Considerations in Approving the Reorganizations” in this Joint Proxy Statement/Prospectus.

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How do the performance records of the Funds compare?
 
The performance history of each Fund for certain periods as of September 30, 2010 is shown below. The returns below may not be indicative of a Fund’s future performance.
 
The table below compares the performance history of the Acquiring Fund’s oldest share class to the performance history of the comparable class of the Target Funds as of September 30, 2010. Since inception performance is only provided for share classes with less than 10 years of performance history. Other classes of shares that are not presented would have had substantially similar annual returns because the shares are invested in the same portfolio of securities and the annual returns will differ only to the extent that the classes do not have the same expenses. The prospectuses for the Funds contain additional performance information under the headings “Performance Information” and “Financial Highlights.” Additional performance information and a discussion of performance are also included in each Fund’s most recent annual report to shareholders.
 
Average Annual Total Returns*
 
                         
                10 Years or
 
    1 Year     5 Years     Since Inception**  
 
Invesco International Growth Fund (Acquiring Fund) — Class A (inception date: 4/7/1992)
    4.76 %     4.15 %     2.45 %
Return Before Taxes
    4.73 %     3.88 %     2.16 %
Return After Taxes on Distributions
    3.48 %     3.64 %     2.08 %
Return After Taxes on Distributions and Sale of Fund Shares
                       
                         
Invesco Van Kampen International Advantage Fund (Target Fund) — Class A(1) (inception date: 9/26/2001)
                       
Return Before Taxes
    7.64 %     4.38 %     7.11 %
Return After Taxes on Distributions
    7.74 %     3.56 %     6.07 %
Return After Taxes on Distributions and Sale of Fund Shares
    5.17 %     3.87 %     5.91 %
                         
Invesco Van Kampen International Growth Fund (Target Fund) — Class A(1) (inception date: 12/19/2005)
                       
Return Before Taxes
    (1.22 )%             (0.70 )%
Return After Taxes on Distributions
    (1.31 )%             (0.83 )%
Return After Taxes on Distributions and Sale of Fund Shares
    (0.35 )%             (0.54 )%
 
 
The above total return figures reflect the maximum front-end sales charge (load) of 5.50% applicable to Class A shares.
 
**  Since Inception is provided if less than 10 years.
 
(1) The returns shown for periods prior to June 1, 2010 are those of the Class A shares of a predecessor fund that was advised by Van Kampen Asset Management and was reorganized into the Target Fund on June 1, 2010. The returns shown for periods after June 1, 2010 are those of the Target Fund. The returns of the Target Fund are different from the predecessor fund as they had different expenses and sales charges.
 
After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts.
 
How do the management, investment adviser and other service providers of the Funds compare?
 
Each Fund is overseen by the same Board and officers. In addition, Invesco Advisers, a registered investment adviser, serves as primary investment adviser for each Fund pursuant to an investment advisory agreement that contains substantially identical terms (except for fees) for each Fund. The advisory fee of the Acquiring Fund at certain breakpoint levels is higher than the advisory fee of the International Advantage Fund. The advisory fee of the Acquiring Fund is higher than the advisory fee of the International Growth Fund at all breakpoint levels. Invesco Advisers is located at 1555 Peachtree Street, N.E., Atlanta, Georgia 30309. Invesco Advisers has acted as an investment adviser since its organization in 1976. As of September 30, 2010, Invesco Advisers had $300.3 billion under management. Invesco Advisers is an indirect, wholly owned subsidiary of Invesco.
 
The advisory agreement applicable to the Funds provides that Invesco Advisers may delegate any and all of its rights, duties and obligations to one or more wholly owned affiliates of Invesco as sub-advisers (the “Invesco Sub-Advisers”). Pursuant to Master Intergroup Sub-Advisory Contracts, the Invesco Sub-Advisers may be appointed by Invesco Advisers from time to time to provide discretionary investment management services, investment advice, and/or order execution services to a Fund. The Invesco Sub-Advisers, each of which is an indirect, wholly owned subsidiary of Invesco and a registered investment adviser under the Investment Advisers Act of 1940, are:
 
  •  Invesco Asset Management Deutschland GmbH;
 
  •  Invesco Asset Management Limited;
 
  •  Invesco Hong Kong Limited;
 
  •  Invesco Asset Management (Japan) Limited;
 
  •  Invesco Australia Limited;


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Table of Contents

 
  •  Invesco Trimark Ltd.; and
 
  •  Invesco Senior Secured Management, Inc.
 
Other key service providers to the Target Funds, including the administrator, transfer agent, custodian, distributor and auditor, provide the same or substantially the same services to the Acquiring Fund. The Acquiring Fund’s prospectus and SAI describe the services and other arrangements with these service providers.
 
How do the Funds’ purchase and redemption procedures and exchange policies compare?
 
The purchase and redemption procedures, redemption fees and exchange policies for each class of the Target Funds are the same as those of the corresponding class of the Acquiring Fund.
 
How do the Funds’ sales charges and distribution arrangements compare?
 
The sales charges and sales charge exemptions for each class of the Target Funds are the same as those of the corresponding class of the Acquiring Fund. However, as part of the Reorganization, Class B shareholders of the International Advantage Fund will receive Class A shares of the Acquiring Fund. Class A shares have a different sales load structure and distribution and shareholder servicing arrangements. For more information on the sales charges and distribution and shareholder servicing arrangements of the Funds, see the section entitled “Comparison of Share Classes and Distribution Arrangements.”
 
Will the Acquiring Fund have different portfolio managers than a corresponding Target Fund?
 
No. The portfolio management team for each Target Fund is the same as the portfolio management team for the Acquiring Fund. The Acquiring Fund prospectus that accompanies this Joint Proxy Statement/Prospectus provides biographical information about the key individuals that comprise the portfolio management team for the Acquiring Fund.
 
Will there be any tax consequences resulting from the proposal?
 
Each Reorganization is designed to qualify as a tax-free reorganization for federal income tax purposes and the Target Funds anticipate receiving a legal opinion to that effect. Thus, while there can be no guarantee that the Internal Revenue Service (“IRS”) will adopt a similar position, it is expected that shareholders will have no adverse federal income tax consequences as a result of the Reorganizations. Shareholders should consult their tax adviser about state and local tax consequences of the Reorganization, if any, because the information about tax consequences in this Joint Proxy Statement/Prospectus relates to the federal income tax consequences of the Reorganizations only.
 
When are the Reorganizations expected to occur?
 
If shareholders of a Target Fund approve the Reorganization, it is anticipated that such Reorganization will occur in the second quarter of 2011.
 
How do I vote on the Reorganizations?
 
There are several ways you can vote your shares, including in person at the Meeting, by mail, by telephone or via the Internet. The proxy card that accompanies this Joint Proxy Statement/Prospectus provides detailed instructions on how you may vote your shares. If you properly fill in and sign your proxy card and send it to us in time to vote at the Meeting, your “proxy” (the individuals named on your proxy card) will vote your shares as you have directed. If you sign your proxy card but do not make specific choices, your proxy will vote your shares FOR the proposal, as recommended by the Board, and in their best judgment on other matters.
 
What will happen if shareholders of a Target Fund do not approve the Reorganization?
 
If the shareholders of a Target Fund do not approve the Reorganization, the Target Fund’s Board will consider other possible courses of action for such Target Fund. The consummation of any particular Reorganization is not conditioned upon the consummation of any other Reorganization.
 
What if I do not wish to participate in the Reorganization?
 
If you do not wish to have your shares of your Target Fund exchanged for shares of the Acquiring Fund as part of a Reorganization that is approved by shareholders, you may redeem your shares prior to the consummation of the Reorganization. If you redeem your shares, you will incur any applicable deferred sales charge and if you hold shares in a taxable account, you will recognize a taxable gain or loss based on the difference between your tax basis in the shares and the amount you receive for them.
 
Why are you sending me the Joint Proxy Statement/Prospectus?
 
You are receiving this Joint Proxy Statement/Prospectus because you own shares in one or more Target Funds as of the Record Date and have the right to vote on the very important proposal described herein concerning your Target Fund. This Joint Proxy Statement/Prospectus contains information that shareholders of the Target Funds should know before voting on the proposed Reorganizations. This document is both a proxy statement of the Target Funds and a prospectus for the Acquiring Fund.


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Where can I find more information about the Funds and the Reorganizations?
 
Additional information about the Funds can be found in their respective prospectuses and SAIs. The remainder of this Joint Proxy Statement/Prospectus contains additional information about the Reorganizations. You are encouraged to read the entire document. If you need any assistance, or have any questions regarding the Reorganizations or how to vote, please call Invesco Client Services at 1-800-959-4246.
 
ADDITIONAL INFORMATION ABOUT THE FUNDS
 
Comparison of Principal Investment Strategies
 
The following section compares the principal investment strategies of each Target Fund with the principal investment strategies of the Acquiring Fund and highlights any key differences. In addition to the principal investment strategies described below, each Fund is also subject to certain additional investment policies and limitations, which are described in each Fund’s prospectus and SAI. The cover page of this Joint Proxy Statement/Prospectus describes how you can obtain copies of these documents. A comparison of the principal risks associated with the Funds’ investment strategies is described below under “Comparison of Principal Risks of Investing in the Funds.”
 
Investment Strategies.  The investment strategies of the Acquiring Fund and the Target Funds are similar. The Acquiring Fund focuses its investments in equity securities of foreign issuers that are listed on a recognized foreign or U.S. securities exchange or traded in a foreign or U.S. over-the-counter market. The Acquiring Fund invests, under normal circumstances, in issuers located in at least three countries outside of the United States, emphasizing investment in issuers in the developed countries of Western Europe and the Pacific Basin. As of February 23, 2010, the principal countries in which the Acquiring Fund invests were United Kingdom, Switzerland, United States, Japan, Germany, Canada and Australia. Under normal market conditions, the International Advantage Fund invests at least 80% of its total assets in securities of foreign issuers. Equity securities in which the International Advantage Fund may invest include common and preferred stocks, convertible securities, rights and warrants to purchase common stock and depositary receipts. Under normal market conditions, the International Growth Fund invests at least 80% of its net assets (plus any borrowings for investment purposes) in securities of issuers from at least three different foreign countries.
 
The Acquiring Fund invests primarily in a diversified portfolio of international equity securities whose issuers are considered by the Fund’s portfolio managers to have strong earnings growth. Under normal market conditions, the Adviser seeks to achieve the International Advantage Fund’s investment objective by investing primarily in a diversified portfolio of equity securities of foreign issuers. Under normal market conditions, the International Growth Fund’s investment adviser, the Adviser, seeks to achieve the Fund’s investment objectives by investing primarily in a diversified portfolio of equity securities of issuers located in countries other than the United States.
 
The Acquiring Fund may also invest up to 20% of its total assets in issuers located in developing countries, i.e., those that are identified as in the initial stages of their industrial cycles. The International Advantage Fund may invest in securities of issuers determined by the Adviser to be in developing or emerging market countries. While a substantial portion of the International Growth Fund’s assets are generally invested in the developed countries of Europe and the Far East, the Fund may invest up to 15% of its assets in securities of issuers determined by the Adviser to be in developing or emerging market countries. The International Growth Fund may invest up to 25% of its assets in securities issued or guaranteed by non-U.S. governments, but will invest only in securities issued or guaranteed by the governments of countries which are members of the Organization for Economic Co-operation and Development (OECD).
 
The International Advantage Fund may invest up to 10% of its total assets in foreign real estate companies.
 
In attempting to meet its investment objective, the International Advantage Fund may engage in active and frequent trading of portfolio securities.
 
The International Advantage Fund and International Growth Fund may purchase and sell options, futures contracts, options on futures contracts and currency-related transactions involving options, futures contracts, forward contracts and swaps, which are derivative instruments, for various portfolio management purposes and to mitigate risks. In general terms, a derivative instrument is one whose value depends on (or is derived from) the value of an underlying asset, interest rate or index.
 
The portfolio managers of each of the Funds employ a disciplined investment strategy that emphasizes fundamental research, supported by quantitative analysis, portfolio construction and risk management techniques. The strategy primarily focuses on identifying issuers that have experienced, or exhibit the potential for, accelerating or above average earnings growth but whose prices do not fully reflect these attributes. Investments for each Fund’s portfolio are selected bottom-up on a security-by-security basis. The focus is on the strengths of individual issuers, rather than sector or country trends. The International Advantage Fund focuses primarily on issuers from countries comprising the Morgan Stanley Capital International (“MSCI”) All Country World Index ex-USA. Equity securities include common and preferred stocks, convertible securities, rights and warrants to purchase common stock and depositary receipts .


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Each Fund’s portfolio managers may consider selling a security for several reasons, including when (1) its fundamentals deteriorate or it posts disappointing earning: (2) its security price appears to be overvalued; or (3) a more attractive investment opportunity is identified.
 
Comparison of Principal Risks of Investing in the Funds
 
The table below describes the principal risks that may affect each Fund’s investment portfolio. For more information on the risks associated with the Acquiring Fund, see the “Investment Strategies and Risks” section of the Acquiring Fund’s SAI.
 
     
Principal Risk
 
Funds Subject to Risk
 
     
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.   Acquiring Fund
Target Funds
     
Foreign Securities Risk.  The Fund’s foreign investments will be affected by changes in the 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.   Acquiring Fund
Target Funds
     
Depositary Receipts Risk.  Depositary receipts involve many of the same risks as those associated with direct investment in foreign securities. In addition, the underlying issuers of certain depositary receipts, particularly unsponsored or unregistered depositary receipts, are under no obligation to distribute shareholder communications to the holders of such receipts or to pass through to them any voting rights with respect to the deposited securities.   International Advantage Fund
     
Developing Markets Securities 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 and lack of timely information than those in developed countries.   Acquiring Fund
Target Funds
     
Risks of Investing in Foreign Real Estate Companies.  Investing in foreign real estate companies makes the Fund more susceptible to risks associated with the ownership of real estate and with the real estate industry in general and may involve duplication of management fees and certain other expenses. Foreign real estate companies depend upon specialized management skills, may be less diversified than other investments, may have lower trading volume, and may be subject to more abrupt or erratic price movements than the overall securities markets.   International Advantage Fund
     
Small- and Medium-Sized Companies.  The securities of smaller or medium-sized companies may be subject to more abrupt or erratic market movements than securities of larger-sized companies or the market averages in general. In addition, such companies typically are subject to a greater degree of change in earnings and business prospects than are larger companies.   Target Funds
     
Value Investing Risk.  Value stocks can react differently to issuer, political, market and economic developments than the market as a whole and other types of stocks. Value stocks can continue to be undervalued for long periods of time and may not ever realize their full value.   International Advantage Fund
     
Growth Investing Risk.  Investments in growth-oriented equity securities may have above-average volatility of price movement. The returns on growth securities may or may not move in tandem with the returns on other styles of investing or the overall stock markets.   Target Funds
     
Risks of Using Derivative Instruments.  Risks of derivatives include the possible imperfect correlation between the value of the instruments and the underlying assets; risks of default by the other party to the transaction; risks that the transactions may result in losses that partially or completely offset gains in portfolio positions; and risks that the transactions may not be liquid.   Target Funds
     
Management Risk.  The investment techniques and risk analysis used by the Funds’ portfolio managers may not produce the desired results.   Acquiring Fund
Target Funds
     
Active Trading Risk.  The Fund may engage in frequent trading of portfolio securities. Active trading results in added expenses and may result in a lower return and increased tax liability.   International Advantage Fund


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Comparison of Fundamental and Non-Fundamental Investment Restrictions
 
Each Fund has adopted fundamental investment restrictions concerning, among other things, diversification of the Fund’s investment portfolio, concentration in particular industries, borrowing and loaning money, and investing in real estate and commodities. In addition, the Target Funds have adopted, as a non-fundamental investment restriction, a minimum percentage investment in foreign securities. Except for the Target Funds’ non-fundamental restriction related to investment in foreign securities, the fundamental and non-fundamental investment restrictions of the Target Funds and those of the Acquiring Fund are the same. The International Advantage Fund has a non-fundamental investment restriction that requires the Fund to invest, under normal conditions, at least 80% of its total assets in securities of foreign issuers. The International Growth Fund has a non-fundamental investment restriction that requires the Fund to invest, under normal market conditions, at least 80% of assets in securities of issuers from at least three different foreign countries. The Acquiring Fund does not have a similar provision as a non-fundamental investment restriction. Fundamental investment restrictions of a Fund cannot be changed without shareholder approval. Non-fundamental investment restrictions of a Fund can be changed by a Fund’s Board of Trustees.
 
The Target Funds and the Acquiring Fund may be subject to other investment restrictions that are not identified above. A full description of each Target Fund’s and the Acquiring Fund’s investment policies and restrictions may be found in its respective SAI.
 
Comparison of Share Classes and Distribution Arrangements
 
Shares of each class of a Target Fund will be exchanged for shares of a specific class of the Acquiring Fund. The following sub-sections identify the Acquiring Fund share class that corresponds with each Target Fund share class as well as the different distribution arrangements among the various share classes.
 
Class Structure.  The Funds each offer multiple share classes. Each such class offers a distinct structure of sales charges, distribution and/or service fees, and reductions and waivers thereto, which are designed to address a variety of shareholder servicing needs. In addition, some share classes have certain eligibility requirements that must be met to invest in that class of shares. The eligibility requirements are the same for each Fund and are described in the Funds’ prospectuses.
 
The share classes offered by the Target Funds and the corresponding share classes of the Acquiring Fund that Target Fund shareholders will receive in connection with a Reorganization are as follows:
 
         
International Advantage Fund — Share Classes
 
Acquiring Fund Share Classes
   
 
Class A
  Class A    
Class B
  Class A    
Class C
  Class C    
Class Y
  Class Y    
 
         
International Growth Fund — Share Classes
 
Acquiring Fund Share Classes
   
 
Class A
  Class A    
Class B
  Class B    
Class C
  Class C    
Class Y
  Class Y    
Class R
  Class R    
Institutional Class
  Institutional Class    
 
None of the Funds currently offer Class B shares to new investors. Existing investors of the Target Funds that owned Class B shares before their closure will continue to receive reinvested dividends in the form of new Class B shares but may no longer add to their existing positions in Class B shares. Shareholders who receive Class B shares in connection with a Reorganization may continue to hold those shares and reinvest dividends until the scheduled conversion date of the Class B shares to Class A shares but may not purchase new Class B shares.
 
Sales Charges.  Class A shares of the Acquiring Fund can be purchased at the public offering price, which includes an initial sales charge ranging from 5.50% to zero, depending on the amount of your investment. The Acquiring Fund offers reductions and waivers of the initial sales charge on Class A shares to certain eligible investors or under certain circumstances, which are similar between the Funds. The prospectuses and statements of additional information of the Funds describe in detail these reductions and waivers. Target Fund shareholders who hold Class A shares and International Advantage Fund shareholders who hold Class B shares will receive Class A shares of the Acquiring Fund.
 
You will not pay an initial sales charge on Acquiring Fund Class A shares that you receive in connection with the Reorganization. In addition, the exchange of Class A shares, Class B shares or Class C shares of the Target Fund for corresponding classes of the Acquiring Fund at the consummation of the Reorganization will not result in the imposition of any contingent deferred sales charge that applies to those share classes. Upon consummation of the Reorganization, former Target Fund shareholders of Class A shares, Class B shares or Class C shares will be credited for the period of time from their original date of purchase of the Target Fund Class A shares, Class B shares or Class C shares for purposes of determining the amount of any contingent deferred sales charge that may be due upon subsequent redemption, if any. In addition, the CDSC schedule that applies to the Class B shares of the International Growth Fund that you own will


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continue to apply to the Class B shares of the Acquiring Fund that you receive in connection with the Reorganization. Any CDSC applicable to Class B shares of International Advantage Fund will be waived upon exchange of share of the Acquiring Fund. The Acquiring Fund initial sales charges for Class A shares and contingent deferred sales charges that apply to Class A shares and Class C shares will apply to any Class A shares or Class C shares of the Acquiring Fund purchased after the Reorganization, unless you are eligible for a reduction or waiver of the initial sales charge or contingent deferred sales charge.
 
Distribution Fees.  The Funds have adopted distribution plans and service plans (together, the “Distribution Plans”) pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended, (the “1940 Act”), with respect to each of their Class A, Class B, Class C, and Class R shares. Class Y and Institutional Class shares of the Funds are not subject to the Distribution Plans.
 
Pursuant to the Distribution Plans, a Target Fund is authorized to make payments to Invesco Distributors, Inc., the Funds’ principal underwriter (“IDI”) in connection with the distribution of Target Fund shares and providing shareholder services at the annual rate of up to 0.25% of the Target Fund’s average daily net assets attributable to Class A shares, at the annual rate of up to 1.00% of the Target Fund’s average daily net assets attributable to Class B and Class C shares, and at the annual rate of up to 0.50% of the Target Fund’s average net assets attributable to Class R shares. Notwithstanding the foregoing expense limits, however, IDI may be reimbursed from a Target Fund only up to the amount it has spent on activities or expenses primarily intended to result in the sale of shares or the servicing of shareholders. This type of Distribution Plan is sometimes referred to as a “reimbursement-type” plan because the underwriter is only entitled to be reimbursed for its plan-related expenses.
 
The Distribution Plans for the Acquiring Fund and the Target Funds are similar except that the IDI is entitled to be paid by the Acquiring Fund the maximum amounts described above (i.e., 0.25% for Class A shares, 1.00% for Class B and Class C shares and 0.50% for Class R shares) regardless of the amount IDI has spent on activities or expenses intended to result in the sale of shares or the servicing of shareholders. This type of Distribution Plan is sometimes referred to as a “compensation-type” plan because the underwriter is compensated at a fixed rate, regardless of its actual distribution and service-related expenditures. Thus it is possible that under the Acquiring Fund’s Distribution Plan the underwriter could, in practice, receive payments in excess of the amounts actually paid under the Target Fund’s “reimbursement” type Distribution Plan.
 
The fee tables under the “SUMMARY OF KEY INFORMATION — How do the Funds’ expenses compare” section of this Joint Proxy Statement/Prospectus describe the fees paid under each Fund’s Distribution Plan for a recent period as well as an estimate of the fees to be paid under the Acquiring Fund’s Distribution Plan following the Reorganizations.
 
Comparison of Purchase and Redemption Procedures
 
The purchase procedures employed by the Target Funds and the Acquiring Fund are substantially the same. Each Fund offers shares through its distributor on a continuous basis. Shares of the Funds may be purchased directly through the transfer agent and through other authorized financial intermediaries. Investors may purchase both initial and additional shares by mail, wire, telephone or the internet. The Acquiring Fund prospectus enclosed with this Joint Proxy Statement/Prospectus describes in detail how shareholders can purchase Acquiring Fund shares. Class A, Class B (closed to new investments, except dividend reinvestments), Class C and Class Y shares of the Funds require a minimum investment of $1,000 ($250 for IRA, Roth IRA, and Coverdell Education Savings Accounts). There is no minimum investment required to purchase Class R shares. Institutional Class shares of the International Growth Fund and the Acquiring Fund each require a minimum initial investment that ranges from $0 to $10 million, depending on the type of account making the investment. The Acquiring Fund’s prospectus describes the types of accounts to which the minimum initial investment applies. For accounts participating in a systematic investment program, the minimum investment is $50 ($25 for IRA, Roth IRA, and Coverdell Education Savings Accounts). Certain exemptions apply as set forth in the Funds’ prospectuses. The foregoing investment minimums will not apply to shares received in connection with a Reorganization. However, investors may be charged a small-account fee if account balances remain below the required investment minimum for certain periods. See the Funds’ prospectuses for details.
 
Redemption Fees.  Each Fund charges a 2% redemption fee on shares that are redeemed within 31 days of purchase. The redemption fee for a Fund is intended to compensate the Fund for the increased expenses to longer-term shareholders and the disruptive effect on the Fund’s portfolio caused by short-term investments in a Fund. This redemption fee is retained by the Fund.
 
The exchange of Target Fund shares for Acquiring Fund shares at the consummation of a Reorganization will not result in the imposition of any redemption fee that applies to Target Fund shares. Acquiring Fund shares received in a Reorganization may be subject to a redemption fee if redeemed within 31 days of purchase of the Target Fund shares that were exchanged for such Acquiring Fund shares. New shares of the Acquiring Fund purchased after a Reorganization will be subject to the Acquiring Fund’s redemption fee. The redemption fee will be waived on sales or exchanges of a Fund’s shares under certain circumstances, which are described in each Fund’s prospectus. Additional information relating to redemption fees is available in each Fund’s prospectus.
 
Comparison of Distribution Policies
 
The Target Funds and the Acquiring Fund declare and pay dividends of net investment income, if any, annually, and capital gains distributions, if any, at least annually. Each Fund may also declare and pay capital gains distributions more than once per year as permitted by law. Each Fund automatically reinvests any dividends from net investment income or capital gains distributions, unless otherwise instructed by a shareholder to pay dividends and distributions in cash.


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Forms of Organization and Securities to be Issued
 
Each Target Fund and the Acquiring Fund is a series of the Acquiring Trust or Target Trust (together, the “Trusts”), each of which is a Delaware statutory trust. In addition, the Trusts’ governing instruments, including a declaration of trust and bylaws, are substantially the same. As a result, there are no material differences between the rights of shareholders under the governing state laws of the Target Funds and the Acquiring Fund. Each share of the Acquiring Fund represents an equal proportionate interest with each other share of the Fund, and each such share is entitled to equal dividend, liquidation, redemption and voting rights, except where class voting is required by the Trust’s governing instruments, the Board or applicable law, in which case shareholders of a class will have exclusive voting rights on matters affecting only that class. The assets and liabilities of each Fund are legally separate from the assets and liabilities of any other fund that is a series of the respective Trust. More information about the voting, dividend and other rights associated with shares of the Funds can be found in each Fund’s SAI.
 
At the Closing (defined below), Acquiring Fund shares will be credited to Target Fund shareholders only on a book-entry basis. The Acquiring Fund shall not issue certificates representing shares in connection with the exchange of Target Fund shares, irrespective of whether Target Fund shareholders hold their shares in certificated form. At the Closing, all outstanding certificates representing shares of a Target Fund will be cancelled.
 
Pending Litigation
 
Detailed information concerning pending litigation can be found in the Acquiring Fund’s SAI.
 
Where to Find More Information
 
For more information with respect to each Fund concerning the following topics, please refer to the following sections of the Funds’ prospectuses: (i) see “Fund Management” for more information about the management of a Fund; (ii) see “Other Information” for more information about a Fund’s policy with respect to dividends and distributions; and (iii) see “Shareholder Account Information” for more information about the pricing, purchase, redemption and repurchase of shares of a Fund, tax consequences to shareholders of various transactions in shares of a Fund, and distribution arrangements of a Fund.
 
THE PROPOSED REORGANIZATIONS
 
Summary of Agreement and Plan of Reorganization
 
The terms and conditions under which each Reorganization may be consummated are set forth in the Agreement. Significant provisions of the Agreement are summarized below; however, this summary is qualified in its entirety by reference to the form of Agreement, a copy of which is attached as Exhibit D to this Joint Proxy Statement/Prospectus.
 
With respect to each Reorganization, if shareholders of the Target Fund approve the Agreement and other closing conditions are satisfied, the assets of the Target Fund will be delivered to the Acquiring Fund’s custodian for the account of the Acquiring Fund in exchange for the assumption by the Acquiring Fund of the liabilities of the Target Fund and delivery by the Acquiring Fund to the Target Fund for further delivery to the holders of record as of the Effective Time (as defined below) of the issued and outstanding shares of the Target Fund of a number of shares of the Acquiring Fund (including, if applicable, fractional shares rounded to the nearest thousandth), having an aggregate net asset value equal to the value of the net assets of the Target Fund so transferred, all determined and adjusted as provided in the Agreement. The value of your account with the Acquiring Fund immediately after the Reorganization will be the same as the value of your account with the Target Fund immediately prior to the Reorganization.
 
The class or classes of Acquiring Fund shares that shareholders will receive in connection with the Reorganization will depend on the class or classes of Target Fund shares that shareholders hold, as described above under “Comparison of Share Classes and Distribution Arrangements.”
 
Each Target Fund and the Acquiring Fund will be required to make representations and warranties in the form of Agreement that are customary in matters such as the Reorganizations.
 
If shareholders approve the Reorganizations and if all of the closing conditions set forth in the Agreement are satisfied or waived, consummation of the Reorganizations (the “Closing”) is expected to occur in the second quarter of 2011 (the “Closing Date”), immediately prior to the opening of regular trading on the New York Stock Exchange on the Closing Date (the “Effective Time”). The consummation of any particular Reorganization is not conditioned upon the consummation of any other Reorganization. As a result, the Reorganizations may close at different times. In addition, the parties may choose to delay the consummation of a Reorganization that shareholders have approved so that all or substantially all of the Reorganizations are consummated at the same time. Following receipt of the requisite shareholder vote in favor of a Reorganization and as soon as reasonably practicable after the Closing, the outstanding shares of the Target Fund will be terminated in accordance with its governing documents and applicable law.
 
If shareholders of a Target Fund do not approve the Agreement or if the Reorganization does not otherwise close, the Board will consider what additional action to take. The Agreement may be terminated and the Reorganization may be abandoned at any time by mutual agreement of the parties. The Agreement may be amended or modified in a writing signed by the parties to the Agreement.


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Board Considerations in Approving the Reorganizations
 
As discussed above, on June 1, 2010, Invesco acquired the retail mutual fund business of Morgan Stanley, which included 92 Morgan Stanley and Van Kampen branded funds. This transaction filled gaps in Invesco’s product line-up and has enabled Invesco to expand its investment offerings to retail customers. The transaction also resulted in significant product overlap. The Reorganizations proposed in this Joint Proxy Statement/Prospectus are part of a larger group of reorganizations across Invesco’s mutual fund platform. The reorganizations are designed to put forth Invesco’s most compelling investment processes and strategies, reduce product overlap and create scale in the resulting funds.
 
Because of the large number of proposed reorganizations, each Board of Trustees of the Invesco Funds created an ad hoc committee comprised of both Invesco Fund trustees and Van Kampen legacy trustees (the “Ad Hoc Merger Committee”). The Ad Hoc Merger Committee of the Board met separately three times, from September 2, 2010 through October 13, 2010 to discuss the proposed Reorganizations. Two separate meetings of the full Board were also held to review and consider the Reorganizations, including presentations by the Ad Hoc Merger Committee. The trustees who are not “interested persons,” as that term is defined in the 1940 Act, of the Trust (the “Independent Trustees”) held a separate meeting prior to the meeting of the full Board to consider these matters. The Independent Trustees have been advised on this matter by independent counsel to the Independent Trustees and by the independent Senior Officer, an officer of the Trust who reports directly to the Independent Trustees. The Board requested and received from Invesco Advisers and IDI written materials containing relevant information about the Funds and the proposed Reorganizations, including fee and expense information on an actual and pro forma estimated basis, and comparative portfolio composition and performance data.
 
The Board considered the potential benefits and costs of a Reorganization to the Target Funds, the Acquiring Fund and their respective shareholders. The Board reviewed detailed information comparing the following information for the Target Funds and the Acquiring Fund: (1) investment objectives, policies and restrictions; (2) portfolio management; (3) portfolio composition; (4) the comparative short-term and long-term investment performance; (5) the current expense ratios and expense structures, including contractual investment advisory fees; (6) the expected federal income tax consequences to the Funds, including any impact on capital loss carry forwards; and (7) relative asset size and net purchase (redemption) trends. The Board also considered the benefits to each Target Fund of (i) combining with a similar fund to create a larger fund with a more diversified shareholder base; (ii) Invesco Advisers’ paying the Target Funds’ Reorganization costs; and (iii) the expected tax free nature of the Reorganizations for each Target Fund and its shareholders for federal income tax purposes. The Board also considered the overall goal of the reorganizations to rationalize the Invesco Funds to enable IDI to better focus on the combined funds to promote additional asset growth.
 
With respect to the proposed Reorganization of the International Advantage Fund into the Acquiring Fund, the Board further considered that (i) the International Advantage Fund shareholders would become shareholders of a Fund with a lower effective investment advisory fee at current asset levels and estimated lower overall total expense ratio on a pro forma basis; (ii) Invesco Advisers’ agreement to implement a fee cap on the Acquiring Fund’s total expenses, as disclosed above on a pro forma basis, through (a) June 30, 2012, if only the Reorganization with the International Advantage Fund closes, or (b) June 30, 2013, if all of the Reorganizations close; (iii) the Funds have the same portfolio management team; (iv) the International Advantage Fund’s Class B shareholders would receive Class A shares of the Acquiring Fund upon consummation of the Reorganization; (v) the high portfolio overlap between the International Advantage Fund and the Acquiring Fund; and (vi) the potential limits on the use of the International Advantage Fund’s capital loss carryforwards following the Reorganization.
 
With respect to the proposed Reorganization of the International Growth Fund into the Acquiring Fund, the Board further considered that (i) International Growth Fund shareholders would become shareholders of a Fund with a higher advisory fee; (ii) Invesco Advisers’ agreement to implement a fee cap on the Acquiring Fund’s total expenses, as disclosed above on a pro forma basis, through June 30, 2013, if all of the Reorganizations close; (iii) the Funds have the same portfolio management team; (iv) the potential limits on the use of the International Growth Fund’s capital loss carryforwards following the Reorganization.
 
Based upon the information and considerations described above, the Board, on behalf of the Target Funds and the Acquiring Fund, approved each of the Reorganizations in order to combine each Target Fund with a similar Fund in terms of investment objectives, strategies and risks, portfolio management and portfolio composition to create a larger fund with a relatively more diversified shareholder base. The Board also determined that shareholders of the Funds could potentially benefit from the growth in assets realized by the Reorganizations. The Board concluded that the Reorganization is in the best interests of each Target Fund and the Acquiring Fund and that no dilution of value would result to the shareholders of the Target Funds or the Acquiring Fund from the Reorganization. Consequently, the Board approved the Agreement and each of the Reorganizations on October 27, 2010
 
Federal Income Tax Considerations
 
The following is a general summary of the material U.S. federal income tax considerations of the Reorganizations and is based upon the current provisions of the Internal Revenue Code of 1986, as amended (the “Code”), the existing U.S. Treasury Regulations thereunder, current administrative rulings of the IRS and published judicial decisions, all of which are subject to change. These considerations are general in nature and individual shareholders should consult their own tax advisors as to the federal, state, local, and foreign tax considerations applicable to them and their individual circumstances. These same considerations generally do not apply to shareholders who hold their shares in a tax-deferred account.


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The Reorganizations are intended to be a tax-free reorganization pursuant to Section 368(a) of the Code. The principal federal income tax considerations that are expected to result from the Reorganization of each Target Fund into the Acquiring Fund are as follows:
 
  •  no gain or loss will be recognized by the Target Fund or the shareholders of the Target Fund as a result of the Reorganization;
 
  •  no gain or loss will be recognized by the Acquiring Fund as a result of the Reorganization;
 
  •  the aggregate tax basis of the shares of the Acquiring Fund to be received by a shareholder of the Target Fund will be the same as the shareholder’s aggregate tax basis of the shares of the Target Fund; and
 
  •  the holding period of the shares of the Acquiring Fund received by a shareholder of the Target Fund will include the period that a shareholder held the shares of the Target Fund (provided that such shares of the Target Fund are capital assets in the hands of such shareholder as of the Closing).
 
Neither the Target Funds nor the Acquiring Fund have requested or will request an advance ruling from the IRS as to the federal tax consequences of the Reorganizations. As a condition to the Closing, Stradley Ronon Stevens & Young, LLP will render a favorable opinion to each Target Fund and the Acquiring Fund as to the foregoing federal income tax consequences of each Reorganization, which opinion will be conditioned upon, among other things, the accuracy, as of the Effective Time, of certain representations of each Target Fund and the Acquiring Fund upon which Stradley Ronon Stevens & Young, LLP will rely in rendering its opinion. A copy of the opinion will be filed with the SEC and will be available for public inspection. See “WHERE TO FIND ADDITIONAL INFORMATION.”
 
Opinions of counsel are not binding upon the IRS or the courts. If a Reorganization is consummated but the IRS or the courts determine that the Reorganization does not qualify as a tax-free reorganization under the Code, and thus is taxable, each Target Fund would recognize gain or loss on the transfer of its assets to the Acquiring Fund and each shareholder of the Target Fund would recognize a taxable gain or loss equal to the difference between its tax basis in its Target Fund shares and the fair market value of the shares of the Acquiring Fund it receives. The failure of one Reorganization to qualify as a tax-free reorganization would not adversely effect any other Reorganization.
 
Prior to the Closing of the Reorganization, each Target Fund will declare one or more dividends, and the Acquiring Fund may declare a dividend, payable at or near the time of Closing to their respective shareholders to the extent necessary to avoid entity level tax or as otherwise deemed desirable. Such distributions, if made, are anticipated to be made in the 2011 calendar year and would be taxable to shareholders in such year.
 
The tax attributes, including capital loss carryovers, of the Target Funds move to the Acquiring Fund in the Reorganizations. The capital loss carryovers of the Target Funds and the Acquiring Fund are available to offset future gains recognized by the combined Fund, subject to limitations under the Code. Where these limitations apply, all or a portion of a Fund’s capital loss carryovers may become unavailable the effect of which may be to accelerate the recognition of taxable gain to the combined Fund and its shareholders post-Closing. First, the capital loss carryovers of the Target Funds increased by any current year loss or decreased by any current year gain, together with any net unrealized depreciation in the value of its portfolio investments (collectively, its “aggregate capital loss carryovers”), are expected to become subject to an annual limitation. Losses in excess of that limitation may be carried forward to succeeding tax years, subject to an overall eight-year carryover period. The annual limitation will generally equal the net asset value of a Target Fund on the Closing Date multiplied by the “long-term tax-exempt rate” published by the IRS. In the case of a Target Fund with net unrealized built-in gains at the time of Closing of the Reorganization (i.e., unrealized appreciation in value of the Fund’s investments), the annual limitation for a taxable year will be increased by the amount of such built-in gains that are recognized in the taxable year. Second, if a Fund has built-in gains at the time of Closing that are realized by the combined Fund in the five-year period following the Reorganization, such built-in gains, when realized, may not be offset by the losses (including any capital loss carryovers and “built in losses”) of another Fund. Third, the capital losses of a Target Fund that may be used by the Acquiring Fund (including to offset any “built-in gains” of the Target Fund itself) for the first taxable year ending after the Closing Date will be limited to an amount equal to the capital gain net income of the Acquiring Fund for such taxable year (excluding capital loss carryovers) treated as realized post-Closing based on the number of days remaining in such year. Fourth, the Reorganization may result in an earlier expiration of a Fund’s capital loss carryovers because the Reorganization causes a Target Fund’s tax year to close early in the year of the Reorganization. The aggregate capital loss carryovers of the Funds and the approximate annual limitation on the use by the Acquiring Fund, post-Closing, of the Target Funds’ aggregate capital loss carryovers following the Reorganization are as follows:
 
                                 
    International
    International
             
    Advantage Fund
    Growth Fund
    Acquiring Fund
       
    (000,000s)     (000,000s)     (000,000s)        
    at 8/31/2010     at 8/31/2010     at 4/30/2010        
 
Aggregate capital loss carryovers on a tax basis(1)
  $ (15.6 )   $ (342.8 )   $ (182.4 )        
Unrealized Net Appreciation (Depreciation) in Investments on a Tax Basis
  $ 2.6     $ 19.1     $ 660.1          
Aggregate Net Asset Value
  $ 65.9     $ 770.3     $ 3,447.8          
Approximate annual limitation(2)
  $ 2.6     $ 30.7       N/A          
 
 
(1) Includes realized gain or loss for the current fiscal year determined on the basis of generally accepted accounting principles.
 
(2) Based on the long-term tax-exempt rate for ownership changes during October 2010 of 3.98%.


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The annual limitation on the use of the International Growth Fund’s aggregate capital loss carryovers will likely limit the use of such losses by the Acquiring Fund, post-Closing, to offset capital gains, if any, it realizes. Based upon the International Advantage Fund’s capital loss position at August 31, 2010, the annual limitation on the use of its aggregate capital loss carryovers may not prevent the combined Fund from utilizing a substantial portion of such losses, albeit over a period of time. However, the effect of these annual limitations may be to cause the combined Fund, post-Closing, to distribute more capital gains in a taxable year than might otherwise have been the case if no such limitation had applied. Additionally, each of the Funds, as of the respective dates set forth in the above table, has net unrealized appreciation in the value of its investments which, if realized prior to Closing, would reduce that Fund’s available capital loss carryovers. Moreover, if a Fund has net unrealized built-in gains at the time of Closing, that Fund’s annual limitation will be increased by the amount of such built-in gains that are recognized in the taxable year. The ability of the Acquiring Fund to absorb its own capital loss carryovers and those of the Target Funds post-Closing depends upon a variety of factors that can not be known in advance. For more information with respect to each Fund’s capital loss carryovers, please refer to the Fund’s shareholder report.
 
In addition, if the Acquiring Fund following the Reorganization has proportionately greater unrealized appreciation in its portfolio investments as a percentage of its net asset value than a Target Fund, shareholders of the Target Fund, post-Closing, may receive greater amounts of taxable gain as such portfolio investments are sold than they otherwise might have if the Reorganization had not occurred. The unrealized appreciation (depreciation) in value of the portfolio investments of each Target Fund on a tax basis as a percentage of its net asset value is 4% for the International Advantage Fund at August 31, 2010 and 2% for the International Growth Fund at August 31, 2010, compared to that of the Acquiring Fund at April 30, 2010 of 19%, and 16% on a combined basis.
 
After the Reorganization, shareholders will continue to be responsible for tracking the adjusted tax basis and holding period of their shares for federal income tax purposes.
 
Costs of the Reorganizations
 
The total cost of a Reorganization to be paid by the Acquiring Fund is estimated to be $30,000. The estimated total costs of the Reorganizations for each Target Fund, as well as the estimated proxy solicitation costs for the Target Funds, which are part of the total Reorganization costs, are set forth in the table below.
 
                         
                Estimated Portion of Total
 
    Estimated Proxy
    Estimated Total
    Reorganization Costs to be
 
    Solicitation Costs     Reorganization Costs     Paid by the Funds  
 
International Advantage Fund
  $ 116,000     $ 160,000     $ 0  
International Growth Fund
  $ 832,000     $ 870,000     $ 0  
 
Invesco Advisers will bear the Reorganization costs of the Target Funds. The costs of a Reorganization include legal counsel fees, independent accountant fees, expenses related to the printing and mailing of this Joint Proxy Statement/Prospectus and fees associated with the proxy solicitation but do not include any portfolio transaction costs arising from a Reorganization.
 
VOTING INFORMATION
 
Joint Proxy Statement/Prospectus
 
We are sending you this Joint Proxy Statement/Prospectus and the enclosed proxy card because the Board is soliciting your proxy to vote at the Meeting and at any adjournments of the Meeting. This Joint Proxy Statement/Prospectus gives you information about the business to be conducted at the Meeting. Target Fund shareholders may vote by appearing in person at the Meeting and following the instructions below. You do not need to attend the Meeting to vote, however. Instead, you may simply complete, sign and return the enclosed proxy card or vote by telephone or through a website established for that purpose.
 
This Joint Proxy Statement/Prospectus, the enclosed Notice of Joint Special Meeting of Shareholders and the enclosed proxy card are expected to be mailed on or about January 24, 2011 to all shareholders entitled to vote. Shareholders of record of the Target Funds as of the close of business on January 14, 2011 (the “Record Date”) are entitled to vote at the Meeting. The number of outstanding shares of each class of the Target Funds on December 15, 2010 can be found at Exhibit A. Each share is entitled to one vote for each full share held, and a proportionate fractional vote for each fractional share held.
 
Proxies will have the authority to vote and act on behalf of shareholders at any adjournment of the Meeting. If a proxy is authorized to vote for a shareholder, the shareholder may revoke the authorization at any time before it is exercised by sending in another proxy card with a later date or by notifying the Secretary of the Target Funds in writing at the address of the Target Funds set forth on the cover page of the Joint Proxy Statement/Prospectus before the Meeting that the shareholder has revoked its proxy. In addition, although merely attending the Meeting will not revoke your proxy, if a shareholder is present at the Meeting, the shareholder may withdraw the proxy and vote in person. However, if your shares are held through a broker-dealer or other financial intermediary you will need to obtain a “legal proxy” from them in order to vote your shares at the Meeting.


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Quorum Requirement and Adjournment
 
A quorum of shareholders is necessary to hold a valid shareholder meeting of each Target Fund. For each Target Fund, a quorum will exist if shareholders representing one-third of the outstanding shares of the Target Fund entitled to vote are present at the Meeting in person or by proxy.
 
Proxies received prior to the Meeting on which no vote is indicated will be voted “FOR” the Agreement. Because the proposal described in this Joint Proxy Statement/Prospectus is considered “non-routine,” under the rules applicable to broker-dealers, if your broker holds your shares in its name, the broker will not be entitled to vote your shares if it has not received instructions from you.
 
Abstentions will count as shares present at the Meeting for purposes of establishing a quorum. If a quorum is not present at the Meeting or if a quorum is present but sufficient votes to approve the Agreement are not received, the person(s) presiding over the Meeting or the persons named as proxies may propose one or more adjournments of the Meeting to allow for further solicitation of votes. The persons named as proxies will vote those proxies that they are entitled to vote in favor of such an adjournment, provided that they determine that such an adjournment and additional solicitation is reasonable and in the interest of shareholders based on a consideration of all relevant factors, including, among other things, the percentage of votes then cast, the percentage of negative votes then cast, the nature of the proposed solicitation activities and the nature of the reasons for such further solicitation.
 
Vote Necessary to Approve the Agreement
 
The Board has unanimously approved the Agreement, subject to shareholder approval. Shareholder approval of the Agreement requires the affirmative vote of the lesser of (i) 67% or more of the shares present at the Meeting, if the holders of more than 50% of the outstanding shares of the Target Fund are present in person or represented by proxy; or (ii) more than 50% of the outstanding shares of the Target Fund.
 
Abstentions are counted as present but are not considered votes cast at the Meeting. Abstentions therefore will have the same effect as a vote against the Agreement because approval of the Agreement requires the affirmative vote of a percentage of either the shares present at the Meeting or the outstanding shares of the Target Fund.
 
Proxy Solicitation
 
The Target Funds have engaged the services of Computershare Fund Services, Inc. (“Solicitor”) to assist in the solicitation of proxies for the Meeting. Solicitor’s costs are described under the “Costs of the Reorganization” section of this Joint Proxy Statement/Prospectus. Proxies are expected to be solicited principally by mail, but the Target Funds or Solicitor may also solicit proxies by telephone, facsimile or personal interview. The Target Funds’ officers may also solicit proxies but will not receive any additional or special compensation for any such solicitation.
 
Under the agreement with the Solicitor, the Solicitor will be paid a project management fee as well as telephone solicitation expenses incurred for reminder calls, outbound telephone voting, confirmation of telephone votes, inbound telephone contact, obtaining shareholders’ telephone numbers, and providing additional materials upon shareholder request. The agreement also provides that the Solicitor shall be indemnified against certain liabilities and expenses, including liabilities under the federal securities laws.
 
Other Meeting Matters
 
Management is not aware of any matters to be presented at the Meeting other than as is discussed in this Joint Proxy Statement/Prospectus. Under the Target Funds’ bylaws, business transacted at a special meeting such as this Meeting shall be limited to (i) the purpose stated in the notice and (ii) adjournment of the special meeting with regard to the stated purpose. If any other matters properly come before the Meeting, the shares represented by proxies will be voted with respect thereto in accordance with their best judgment.
 
Share Ownership by Large Shareholders, Management and Trustees
 
A list of the name, address and percent ownership of each person who, as of December 15, 2010, to the knowledge of each Target Fund and the Acquiring Fund, owned 5% or more of the outstanding shares of a class of such Target Fund or the Acquiring Fund, respectively, can be found at Exhibits B and C.
 
Information regarding the ownership of shares of each Target Fund and Acquiring Fund by the Trustees and executive officers of the Target Trust can be found at Exhibits B and C.
 
OTHER MATTERS
 
Capitalization
 
The following table sets forth as of September 30, 2010, for the Reorganization, the total net assets, number of shares outstanding and net asset value per share of each class of each Fund. This information is generally referred to as the “capitalization” of a Fund. The term “pro forma capitalization” means the expected capitalization of the Acquiring Fund after it has combined with the corresponding Target Fund(s). The pro forma capitalization column in the table assumes that all of the Reorganizations have taken place. The


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capitalizations of the Target Funds, the Acquiring Fund and their classes are likely to be different on the Closing Date as a result of daily share purchase, redemption, and market activity.
 
                                         
    Invesco
    Invesco
                   
    Van Kampen
    Van Kampen
    Invesco
             
    International
    International
    International
             
    Advantage Fund
    Growth Fund
    Growth Fund
    Pro Forma
    Acquiring Fund
 
    (Target Fund)     (Target Fund)     (Acquiring Fund)     Adjustments     (pro forma)  
 
Net assets (all classes)(1)
  $ 71,491,027     $ 792,978,522     $ 3,485,976,697     $ (2)   $ 4,350,446,246  
                                         
Class A net assets
  $ 53,848,638     $ 290,958,030     $ 1,902,067,245     $ 9,104,302 (2)(3)   $ 2,255,978,215  
Class A shares outstanding
    4,308,126       18,352,816       73,445,440       (8,998,870 )(3)(4)     87,107,512  
Class A net asset value per share
  $ 12.50     $ 15.85     $ 25.90             $ 25.90  
                                         
Class B net assets
  $ 9,104,302     $ 27,817,245     $ 51,017,154     $ (9,104,302 )(2)(3)   $ 78,888,399  
Class B shares outstanding
    743,788       1,776,462       2,132,346       (1,358,689 )(3)(4)   $ 3,293,907  
Class B net asset value per share
  $ 12.24     $ 15.66     $ 23.95             $ 23.95  
                                         
Class C net assets
  $ 8,204,956     $ 14,722,034     $ 138,904,014     $  (2)   $ 161,831,004  
Class C shares outstanding
    669,648       937,712       5,794,456       (650,945 )(4)     6,750,871  
Class C net asset value per share
  $ 12.25     $ 15.70     $ 23.97             $ 23.97  
                                         
Class Y net assets
  $ 333,131     $ 354,047,103     $ 152,369,532     $  (2)   $ 506,749,766  
Class Y shares outstanding
    26,658       22,254,074       5,865,407       (8,639,641 )(4)     19,506,498  
Class Y net asset value per share
  $ 12.50     $ 15.91     $ 25.98             $ 25.98  
                                         
Class R net assets
  $     $ 2,309,940     $ 109,526,342     $  (2)   $ 111,836,282  
Class R shares outstanding
          146,878       4,274,895       (56,699 )(4)     4,365,074  
Class R net asset value per share
  $     $ 15.73     $ 25.62             $ 25.62  
                                         
Institutional Class net assets
  $     $ 103,124,170     $ 1,132,038,410     $  (2)   $ 1,235,162,580  
Institutional Class shares outstanding
          6,482,170       43,047,516       (2,560,827 )(4)     46,968,859  
Institutional Class net asset value per share
  $     $ 15.91     $ 26.30             $ 26.30  
 
 
(1) Each Target Fund and the Acquiring Fund currently have Class A, Class, B, Class C and Class Y shares outstanding. In addition, the International Growth Fund and the Acquiring Fund have Class R and Institutional Class shares outstanding. Class B shares of the International Advantage Fund will receive Class A shares of the Acquiring Fund as part of the Reorganization.
 
(2) Invesco will bear 100% of the Reorganization expenses of the International Advantage Fund and the International Growth Fund. As a result, there are no pro forma adjustments to net assets.
 
(3) Holders of the International Advantage Class B shares will receive Class A shares of the Acquiring Fund upon closing of the Reorganization.
 
(4) Pro forma shares outstanding have been adjusted for the accumulated change in the number of shares of the Target Funds, shareholder accounts based on the relative value of the Target Funds’ and the Acquiring Fund’s net asset value per share.
 
Dissenters’ Rights
 
If the Reorganizations are approved at the Meeting, Target Fund shareholders will not have the right to dissent and obtain payment of the fair value of their shares because the exercise of dissenters’ rights is subject to the forward pricing requirements of Rule 22c-1 under the 1940 Act, which supersedes state law. Shareholders of the Target Funds, however, have the right to redeem their shares at net asset value subject to applicable deferred sales charges and/or redemption fees (if any) until the Closing Date of the Reorganizations. After the Reorganizations, Target Fund shareholders will hold shares of the Acquiring Fund, which may also be redeemed at net asset value subject to applicable deferred sales charges and/or redemption fees (if any).
 
Shareholder Proposals
 
The Funds do not generally hold annual meetings of shareholders. A shareholder desiring to submit a proposal intended to be presented at any meeting of shareholders of a Target Fund hereafter called should send the proposal to the Target Fund at the Target Fund’s principal offices so that it is received within a reasonable time before the proxy materials are printed and mailed. If the proposed Reorganization is approved and completed for a Target Fund, shareholders of such Target Fund will become shareholders of the Acquiring Fund and, thereafter, will be subject to the notice requirements of the Acquiring Fund. The mere submission of a proposal by a shareholder does not guarantee that such proposal will be included in a proxy statement because compliance with certain rules under the federal securities laws is required before inclusion of the proposal is required. Also, the submission does not mean that the proposal will be presented at a future meeting. For a shareholder proposal to be considered at a future shareholder meeting, it must be a proper matter for consideration under applicable law.


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WHERE TO FIND ADDITIONAL INFORMATION
 
This Joint Proxy Statement/Prospectus and the related SAI do not contain all the information set forth in the registration statements, the exhibits relating thereto and the annual and semi-annual reports filed by the Funds as such documents have been filed with the SEC pursuant to the requirements of the Securities Act of 1933, as amended, and the 1940 Act, to which reference is hereby made. The SEC file number of the registrant of each Fund’s registration statement, which contains the Fund’s prospectuses and related SAIs, is 811-03826 for AIM Sector Funds and 811- 01540 for AIM Funds Group.
 
Each Fund is subject to the informational requirements of the Securities Exchange Act of 1934, as amended, and the 1940 Act and in accordance therewith, each Fund files reports and other information with the SEC. Reports, proxy material, registration statements and other information filed (including the Registration Statement relating to the Funds on Form N-14 of which this Joint Proxy Statement/Prospectus is a part) may be inspected without charge and copied at the public reference facilities maintained by the SEC at Room 1580, 100 F Street, N.E., Washington, D.C. 20549-1520. Copies of such material may also be obtained from the Public Reference Section of the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549-1520, at the prescribed rates. The SEC maintains a website at www.sec.gov that contains information regarding the Funds and other registrants that file electronically with the SEC.


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EXHIBIT A
 
OUTSTANDING SHARES OF THE TARGET FUNDS
 
As of December 15, 2010, there were the following number of shares outstanding of each class of the Target Funds:
 
         
    Number of Shares
 
Target Fund/Share Classes
  Outstanding  
Invesco Van Kampen International Advantage Fund
       
Class A
    4,271,473.59  
Class B
    715,682.89  
Class C
    657,471.92  
Class Y
    51,171.22  
Invesco Van Kampen International Growth Fund
       
Class A
    17,792,237.74  
Class B
    1,722,569.46  
Class C
    854,351.20  
Class R
    156,208.39  
Institutional Class
    6,170,864.79  
Class Y
    23,712,658.63  


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Table of Contents

 
EXHIBIT B
 
OWNERSHIP OF THE TARGET FUNDS
 
Significant Holders
 
Listed below are the name, address and percent ownership of each person who, as of December 15, 2010, to the best knowledge of the Target Trust owned 5% or more of the outstanding shares of each class of each Target Fund. A shareholder who owns beneficially 25% or more of the outstanding securities of a Target Fund is presumed to “control” the Fund as defined in the 1940 Act. Such control may affect the voting rights of other shareholders.
 
                     
        Number
    Percent
 
    Class of
  of Shares
    Owned of
 
Name and Address
  Shares   Owned     Record*  
Invesco Van Kampen International Advantage Fund
                     
                     
EDWARD JONES & CO
  A     864,284.81       20.23 %
ATTN MUTUAL FUND
SHAREHOLDER ACCOUNTING
201 PROGRESS PKWY
MARYLAND HTS MO 63043-3009
                   
                     
                     
BNY MELLON INVESTMENT SERVICING INC
  A     315,009.10       7.37 %
FBO PRIMERICA FINANCIAL SERVICES
760 MOORE RD
KING OF PRUSSIA PA 19406-1212
                   
                     
                     
MORGAN STANLEY SMITH BARNEY
  A     301,226.37       7.05 %
HARBORSIDE FINANCIAL CENTER
PLAZA 2, 3RD FLOOR
JERSEY CITY NY 07311
                   
                     
                     
AMERICAN ENTERPRISE INVESTMENT SVCS
  A     244,281.41       5.72 %
PO BOX 9446
MINNEAPOLIS MN 55440-9446
                   
                     
                     
BNY MELLON INVESTMENT SERVICING INC
  B     89,059.39       12.44 %
FBO PRIMERICA FINANCIAL SERVICES
760 MOORE RD
KING OF PRUSSIA PA 19406-1212
                   
                     
                     
MORGAN STANLEY SMITH BARNEY
  B     48,420.20       6.77 %
HARBORSIDE FINANCIAL CENTER
PLAZA 2, 3RD FLOOR
JERSEY CITY NY 07311
                   
                     
                     
EDWARD JONES & CO
  B     40,593.93       5.67 %
ATTN MUTUAL FUND SHAREHOLDER ACCOUNTING
201 PROGRESS PKWY
MARYLAND HTS MO 63043-3009
                   
                     
                     
MLPF&S FOR THE SOLE BENEFIT OF ITS CUSTOMERS
  B     40,493.81       5.66 %
ATTN FUND ADMINISTRATION 97238
4800 DEER LAKE DR E 2ND FL
JACKSONVILLE FL 32246-6484
                   
                     
                     
PERSHING LLC
  B     39,713.90       5.55 %
1 PERSHING PLAZA
JERSEY CITY NJ 07399-0002
                   
                     
                     
PERSHING LLC
  C     85,005.72       12.93 %
1 PERSHING PLAZA
JERSEY CITY NJ 07399-0002
                   
                     
                     
UBS WM USA
  C     53,066.06       8.07 %
OMNI ACCOUNT M/F
ATTN DEPARTMENT MANAGER
499 WASHINGTON BLVD 9TH FL
JERSEY CITY NJ 07310-2055
                   
                     
                     
FIRST CLEARING, LLC
  C     49,146.96       7.48 %
SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523
                   
                     
                     
MORGAN STANLEY SMITH BARNEY
  C     47,588.72       7.24 %
HARBORSIDE FINANCIAL CENTER
PLAZA 2, 3RD FLOOR
JERSEY CITY NY 07311
                   
                     
                     
MLPF&S FOR THE SOLE BENEFIT OF ITS CUSTOMERS
  C     36,429.77       5.54 %
ATTN FUND ADMINISTRATION 97238
4800 DEER LAKE DR E 2ND FL
JACKSONVILLE FL 32246-6484
                   
                     
                     
FIRST CLEARING, LLC
  Y     25,687.48       50.20 %
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523
                   
                     
                     
MLPF&S FOR THE SOLE BENEFIT OF ITS CUSTOMERS
  Y     8,957.87       17.51 %
ATTN FUND ADMINISTRATION 97238
4800 DEER LAKE DR E 2ND FL
JACKSONVILLE FL 32246-6484
                   
                     
                     
CITIGROUP GLOBAL MARKETS INC
  Y     6,145.63       12.01 %
ATTN CINDY TEMPESTA 7TH FL
333 W 34TH ST
NEW YORK NY 10001-2402
                   
                     
                     
MORGAN STANLEY SMITH BARNEY
  Y     5,541.56       10.83 %
HARBORSIDE FINANCIAL CENTER
PLAZA 2, 3RD FLOOR
JERSEY CITY NY 07311
                   
                     
 
Invesco Van Kampen International Growth Fund
                     
                     
EDWARD JONES & CO
  A     10,538,446.30       59.23 %
ATTN MUTUAL FUND SHAREHOLDER ACCOUNTING
201 PROGRESS PKWY
MARYLAND HTS MO 63043-3009
                   
                     
                     
AMERICAN ENTERPRISE INVESTMENT SVCS
  A     1,146,048.09       6.44 %
PO BOX 9446
MINNEAPOLIS MN 55440-9446
                   
                     


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Table of Contents

                     
        Number
    Percent
 
    Class of
  of Shares
    Owned of
 
Name and Address
  Shares   Owned     Record*  
Invesco Van Kampen International Growth Fund — (continued)
BNY MELLON INVESTMENT SERVICING INC
  A     1,067,362.24       6.00 %
FBO PRIMERICA FINANCIAL SERVICES
760 MOORE RD
KING OF PRUSSIA PA 19406-1212
                   
                     
                     
EDWARD JONES & CO
  B     635,094.06       36.87 %
ATTN MUTUAL FUND SHAREHOLDER ACCOUNTING
201 PROGRESS PKWY
MARYLAND HTS MO 63043-3009
                   
                     
                     
BNY MELLON INVESTMENT SERVICING INC
  B     323,794.60       18.80 %
FBO PRIMERICA FINANCIAL SERVICES
760 MOORE RD
KING OF PRUSSIA PA 19406-1212
                   
                     
                     
MLPF&S FOR THE SOLE BENEFIT OF ITS CUSTOMERS
  C     92,495.65       10.83 %
ATTN FUND ADMINISTRATION 97278
4800 DEER LAKE DR E 2ND FL
JACKSONVILLE FL 32246-6484
                   
                     
                     
MORGAN STANLEY SMITH BARNEY
  C     86,488.49       10.12 %
HARBORSIDE FINANCIAL CENTER
PLAZA 2, 3RD FLOOR
JERSEY CITY NY 07311
                   
                     
                     
EDWARD JONES & CO
  C     77,562.13       9.08 %
ATTN MUTUAL FUND
SHAREHOLDER ACCOUNTING
201 PROGRESS PKWY
MARYLAND HTS MO 63043-3009
                   
                     
                     
FIRST CLEARING, LLC
  C     71,029.59       8.31 %
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523
                   
                     
                     
PERSHING LLC
  C     55,620.46       6.51 %
1 PERSHING PLAZA
JERSEY CITY NJ 07399-0002
                   
                     
                     
HARTFORD LIFE INSURANCE COMPANY
  R     50,275.54       32.18 %
SEPARATE ACCOUNT 401
ATTN UIT OPERATION
200 HOPMEADOW ST
WEATOGUE CT 06089-9793
                   
                     
                     
ING
  R     39,715.35       25.42 %
ENHANCED K-CHOICE
TRUSTEE: RELIANCE TRUST COMPANY
400 ATRIUM DRIVE
SOMERSET NJ 08873-4162
                   
                     
                     
EDWARD JONES & CO
  Y     21,527,453.11       90.78 %
ATTN MUTUAL FUND
SHAREHOLDER ACCOUNTING
201 PROGRESS PKWY
MARYLAND HTS MO 63043-3009
                   
                     
                     
INVESCO VAN KAMPEN LEADERS FUND
  Institutional     4,121,988.52       66.80 %
OMNIBUS ACCOUNT
C/O INVESCO ADVISERS
11 GREENWAY PLZ STE 2500
HOUSTON TX 77046-1134
                   
                     
                     
INVESCO VAN KAMPEN LEADERS FUND
  Institutional     903,248.07       14.64 %
MODERATE FUND OMNIBUS ACCOUNT
C/O INVESCO ADVISERS
11 GREENWAY PLZ STE 2500
HOUSTON TX 77046-1134
                   
                     
                     
INVESCO VAN KAMPEN LEADERS FUND
  Institutional     859,145.63       13.92 %
GROWTH FUND OMNIBUS ACCOUNT
C/O INVESCO ADVISERS
11 GREENWAY PLZ STE 2500
HOUSTON TX 77046-1134
                   
 
 
* AIM Investments Funds (Invesco Investment Funds) has no knowledge of whether all or any portion of the shares owned of record are also owned beneficially.
 
Security Ownership of Management and Trustees
 
To the best of the knowledge of the Target Trust, the ownership of shares of the Target Funds by executive officers and Trustees of the Target Trust as a group constituted less than 1% of each outstanding class of shares of a Target Fund as of December 15, 2010.


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EXHIBIT C
 
OWNERSHIP OF THE ACQUIRING FUND
 
Significant Holders
 
Listed below are the name, address and percent ownership of each person who, as of December 15, 2010, to the best knowledge of the Acquiring Trust owned 5% or more of the outstanding shares of each class of the Acquiring Fund. A shareholder who owns beneficially 25% or more of the outstanding securities of the Acquiring Fund is presumed to “control” the Fund as defined in the 1940 Act. Such control may affect the voting rights of other shareholders.
 
                     
        Number
    Percent
 
    Class of
  of Shares
    Owned of
 
Name and Address
  Shares   Owned     Record*  
Invesco International Growth Fund
                     
                     
MERRILL LYNCH PIERCE FENNER & SMITH
  A     8,026,498.37       11.13 %
FBO THE SOLE BENEFIT OF CUSTOMERS
ATTN FUND ADMINISTRATION
4800 DEER LAKE DR EAST 2ND FLOOR
JACKSONVILLE FL 32246-6484
                   
                     
                     
AMERICAN ENTERPRISE INVESTMENT SVC
  A     5,526,222.45       7.66 %
PO BOX 9446
MINNEAPOLIS MN 55440-9446
                   
                     
                     
NFS LLC FEBO
  A     3,714,330.40       5.15 %
STATE STREET BANK CUST
SAI INTERNATIONAL FUND
BRETT LEAR LCC 6FL SS39
BOSTON MA 02111-1750
                   
                     
                     
MERRILL LYNCH PIERCE FENNER & SMITH
  B     217,208.57       10.78 %
FBO THE SOLE BENEFIT OF CUSTOMERS
ATTN FUND ADMINISTRATION
4800 DEER LAKE DR EAST 2ND FLOOR
JACKSONVILLE FL 32246-6484
                   
                     
                     
FIRST CLEARING, LLC
  B     131,350.57       6.52 %
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523
                   
                     
                     
PERSHING LLC
  B     116,229.63       5.77 %
1 PERSHING PLZ
JERSEY CITY NJ 07399-0001
                   
                     
                     
MERRILL LYNCH PIERCE FENNER & SMITH
  C     1,954,378.14       34.46 %
FBO THE SOLE BENEFIT OF CUSTOMERS
ATTN FUND ADMINISTRATION
4800 DEER LAKE DR EAST 2ND FLOOR
JACKSONVILLE FL 32246-6484
                   
                     
                     
MORGAN STANLEY SMITH BARNEY
  C     382,822.14       6.75 %
HARBORSIDE FINANCIAL CENTER
PLAZA 2, 3RD FLOOR
JERSEY CITY NJ 07311
                   
                     
                     
CITIGROUP GLOBAL MARKETS HOUSE
  C     362,892.95       6.40 %
ATTN CINDY TEMPESTA 7TH FL
333 W 34TH ST
NEW YORK NY 10001-2402
                   
                     
                     
UBS WM USA
  C     348,286.88       6.14 %
OMNI ACCOUNT M/F
ATTN: DEPARTMENT MANAGER
499 WASHINGTON BLVD FL 9
JERSEY CITY NJ 07310-2055
                   
                     
                     
PERSHING LLC
  Institutional     12,375,122.67       25.91 %
1 PERSHING PLZ
JERSEY CITY NJ 07399-0001
                   
                     
                     
NAT’L FINANCIAL SERVICES CORP
  Institutional     4,361,881.44       9.13 %
THE EXCLUSIVE BENEFIT OF CUST
ONE WORLD FINANCIAL CENTER
200 LIBERTY ST 5TH FLOOR
ATTN KATE RECON
NEW YORK NY 10281-5503
                   
                     
                     
MERRILL LYNCH PIERCE FENNER & SMITH
  Institutional     3,851,705.72       8.06 %
FBO THE SOLE BENEFIT OF CUSTOMERS
ATTN FUND ADMINISTRATION
4800 DEER LAKE DR EAST 2ND FLOOR
JACKSONVILLE FL 32246-6484
                   
                     
                     
FIIOC AGENT
  Institutional     3,707,603.16       7.76 %
EMPLOYEE BENEFIT PLANS
100 MAGELLAN WAY (KWIC)
COVINGTON KY 41015-1987
                   
                     
                     
CHARLES SCHWAB & CO INC
  Institutional     2,596,403.54       5.44 %
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMERS
ATTN MUTUAL FUNDS
101 MONTGOMERY ST
SAN FRANCISCO CA 94104-4151
                   
                     
                     
STRATEVEST CO OMNIBUS ACCT
  Institutional     2,419,245.49       5.06 %
PO BOX 2499
BRATTLEBORO VT 05303-2499
                   
                     
                     
DCGT TRUSTEE & OR CUSTODIAN
  R     936,679.02       21.52 %
FBO PRINCIPAL FINANCIAL GROUP QUALI
FIED FIA OMNIBUS
ATTN NPIO TRADE DESK
711 HIGH ST
DES MOINES IA 50392-0001
                   
                     
                     
HARTFORD LIFE INSURANCE CO SEPARATE
  R     394,275.42       9.06 %
ACCOUNT 401K
ATTN UIT OPERATION
PO BOX 2999
HARTFORD CT 06104-2999
                   
                     


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        Number
    Percent
 
    Class of
  of Shares
    Owned of
 
Name and Address
  Shares   Owned     Record*  
Invesco International Growth Fund — (continued)
MERRILL LYNCH PIERCE FENNER & SMITH
  R     328,239.14       7.54 %
FBO THE SOLE BENEFIT OF CUSTOMERS
ATTN FUND ADMINISTRATION
4800 DEER LAKE DR EAST 2ND FLOOR
JACKSONVILLE FL 32246-6484
                   
                     
                     
MERRILL LYNCH PIERCE FENNER & SMITH
  Y     2,693,926.81       41.07 %
FBO THE SOLE BENEFIT OF CUSTOMERS
ATTN FUND ADMINISTRATION
4800 DEER LAKE DR EAST 2ND FLOOR
JACKSONVILLE FL 32246-6484
                   
                     
                     
CITIGROUP GLOBAL MARKETS HOUSE ACCT
  Y     358,306.07       5.46 %
ATTN CINDY TEMPESTA 7TH FL
333 W 34TH ST
NEW YORK NY 10001-2402
                   
 
 
* AIM International Mutual Funds (Invesco International Mutual Funds) has no knowledge of whether all or any portion of the shares owned of record are also owned beneficially.
 
Security Ownership of Management and Trustees
 
To the best of the knowledge of the Acquiring Trust, the ownership of shares of the Acquiring Fund by executive officers and Trustees of the Acquiring Trust as a group constituted less than 1% of each outstanding class of shares of the Acquiring Fund as of December 15, 2010.


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EXHIBIT D
 
FORM OF AGREEMENT AND PLAN OF REORGANIZATION
 
THIS AGREEMENT AND PLAN OF REORGANIZATION (“Agreement”) is adopted as of this           day of          , 2010 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 and liquidation 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:
 
(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 and property, 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(g) (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


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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. The Acquiring Fund shall not issue certificates representing shares in connection with such exchange.
 
(e) Ownership of Acquiring Fund shares will be shown on its books, as such are maintained by the Acquiring Fund’s transfer agent.
 
2.   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.
 
(b) The Target Entity shall direct the Target Custodian for each Target Fund to deliver, at the Closing, 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.


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(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.
 
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 Amended and Restated Agreement and Declaration of Trust 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;
 
(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;


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(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);
 
(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 (A) all of Target Fund’s investment company taxable income (determined without regard to any deductions for dividends paid) for the taxable year ended prior to the Closing Date and substantially all of such investment company taxable income for the short taxable year beginning on the first day of its current taxable year and ending on the Closing Date; (B) all of Target Fund’s net capital gain recognized in its taxable year ended prior to the Closing Date and substantially all of any such net capital gain recognized in such short taxable year (in each case after reduction for any capital loss carryover); and (C) 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 the taxable year prior to the Closing Date and at least 90 percent of such net tax-exempt income for the short taxable year;
 
(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;
 
(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 Entity 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.


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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;
 
(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;
 
(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;


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(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 Entity 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.
 
(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 in writing, the Target Entity will provide the Acquiring Fund with (1) a statement of the respective tax basis and holding period of all investments to be transferred by a 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) all FIN 48 work papers and supporting statements pertaining to a Target Fund (the “FIN 48 Workpapers”), and (4) the tax books and records of a Target Fund for purposes of preparing any returns required by law to be filed for tax periods ending after the Closing Date.
 
(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 in writing by 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.
 
(i) It is the intention of the parties that each Reorganization will qualify as a reorganization with the meaning of Section 368(a) of the Code. None of the parties to a Reorganization shall take any action or cause any action to be taken (including, without


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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) 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 in writing by Acquiring Fund, 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;
 
(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; and
 
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) if applicable, 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 (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
 
(f) The Target Fund shall have declared and 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) all of its investment company taxable income (determined without regard to any deductions for dividends paid) and all of its net realized capital gains, if any, for the period from


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the close of its last fiscal year to the Closing Time on the Closing Date; (ii) any such undistributed investment company taxable income and net realized capital gains from any prior period 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 the taxable year prior to the Closing Date and at least 90 percent of such net tax-exempt income for the short taxable year.
 
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 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.
 
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. Each Target Fund will bear its costs associated with the Reorganization, provided 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. IAI has agreed to bear the Reorganization costs of any Target Fund that does not meet the foregoing threshold based on estimates prepared by the Adviser and discussed with the Board.
 
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.


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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.
 
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.
 
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.   AIM Counselor Series Trust (Invesco Counselor Series Trust), AIM Equity Funds (Invesco Equity Funds), AIM Funds Group (Invesco Funds Group), AIM Growth Series (Invesco Growth Series), AIM International Mutual Funds (Invesco International Mutual Funds), AIM Investment Funds (Invesco Investment Funds), AIM Investment Securities Funds (Invesco Investment Securities Funds), AIM Sector Funds (Invesco Sector Funds) and AIM Variable Insurance Funds (Invesco Variable Insurance Funds), each on behalf of its respective series identified on Exhibit A hereto
     
By: ­ ­
Name: 
Title: 
 
By: ­ ­
Name: 
Title: 


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EXHIBIT A
 
CHART OF REORGANIZATIONS
 
     
Acquiring Fund (and share classes) and
  Corresponding Target Fund (and share
Acquiring Entity
 
classes) and Target Entity
 
[List of Reorganizations Omitted]


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Schedule 1.2(c)
 
Excluded Liabilities
 
None


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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, except that Target Fund may be required to recognize gain or loss with respect to contracts described in Section 1256(b) of the Code or stock in a passive foreign investment company, as defined in Section 1297(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, either: (i) 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; or (ii) 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 as if there had been no Reorganization.


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EXHIBIT E
 
FINANCIAL HIGHLIGHTS
 
The financial highlight tables are intended to help you understand the Acquiring Fund’s and the Target Funds’ financial performance for the past five fiscal years and are included in the respective Acquiring Fund’s prospectus and the Target Funds’ prospectuses which are each incorporated herein by reference. The Acquiring Fund’s prospectus also accompanies this Proxy Statement/Prospectus. The financial highlights table below provides additional information for the most recent six-month semi-annual reporting period for the Acquiring Fund. The information is unaudited. The Acquiring Fund’s fiscal year end is October 31 and accordingly, the Acquiring Fund’s financial highlights table below contains information for the six-month period ended April 30, 2010. The financial highlights table for the Acquiring Fund contains the financial performance of a predecessor fund that was reorganized into the Fund in June 2010.
 
Acquiring Fund — Invesco International Growth Fund
 
The following schedule presents financial highlights for a share of the Target Fund outstanding throughout the periods indicated.
 
                                                                                                                 
                                                                Ratio of
    Ratio of
             
                                                                expenses
    expenses
             
                                                                to average
    to average
             
                Net gains
                                              net assets
    net assets
             
                (losses) on
                                              with fee
    without
    Ratio of net
       
    Net asset
    Net
    securities
          Dividends
    Distributions
                            waivers
    fee waivers
    investment
       
    value,
    investment
    (both
    Total from
    from net
    from net
          Net asset
          Net assets,
    and/or
    and/or
    income (loss)
       
    beginning
    income
    realized and
    investment
    investment
    realized
    Total
    value, end
    Total
    end of period
    expenses
    expenses
    to average
    Portfolio
 
    of period     (loss)(a)     unrealized)     operations     income     gain     Distributions     of period(b)     Return(c)     (000s omitted)     absorbed     absorbed     net assets     Turnover(d)  
 
Class A
                                                                                                               
Six months ended
04/30/10
  $ 23.41     $ 0.10     $ 1.68     $ 1.78     $ (0.29 )   $     $ (0.29 )   $ 24.90       7.64 %   $ 1,895,439       1.42 %(e)     1.43 %(e)     0.85 %(e)     11 %
Class B
                                                                                                               
Six months ended
04/30/10
    21.68       0.01       1.56       1.57       (0.15 )           (0.15 )     23.10       7.24       55,796       2.17 (e)     2.18 (e)     0.10 (e)     11  
Class C
                                                                                                               
Six months ended
04/30/10
    21.70       0.01       1.56       1.57       (0.15 )           (0.15 )     23.12       7.23       143,547       2.17 (e)     2.18 (e)     0.10 (e)     11  
Class R
                                                                                                               
Six months ended
04/30/10
    23.18       0.07       1.66       1.73       (0.25 )           (0.25 )     24.66       7.47       103,260       1.67 (e)     1.68 (e)     0.60 (e)     11  
Class Y
                                                                                                               
Six months ended
04/30/10
    23.48       0.13       1.68       1.81       (0.34 )           (0.34 )     24.95       7.75       114,749       1.17 (e)     1.18 (e)     1.10 (e)     11  
Institutional Class
                                                                                                               
Six months ended
04/30/10
    23.77       0.16       1.69       1.85       (0.39 )           (0.39 )     25.23       7.81       1,134,848       1.00 (e)     1.01 (e)     1.27 (e)     11  
 
 
(a) Calculated using average shares outstanding.
 
(b) Includes redemption fees added to shares of beneficial interest which were less than $0.005 per share.
 
(c) Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Does not include sales charges and is not annualized for periods less than one year, if applicable.
 
(d) Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year, if applicable.
 
(e) Ratios are annualized and based on average daily net assets (000s omitted) of $1,875,822, $61,056, $145,951, $76,997, $84,648, and $1,047,845 for Class A, Class B, Class C, Class R, Class Y, and Institutional Class shares, respectively.


E-1


Table of Contents

Statutory Prospectus Supplement dated October 6, 2010
The purpose of this supplement is to provide you with changes to the current Prospectus for Class A, A5, B, B5, C, C5, P, R, R5, S, Y and Investor Class, as applicable, of each of the Funds listed below:
Invesco Asia Pacific Growth Fund
Invesco Balanced-Risk Allocation Fund
Invesco Balanced-Risk Retirement 2010 Fund
Invesco Balanced-Risk Retirement 2020 Fund
Invesco Balanced-Risk Retirement 2030 Fund
Invesco Balanced-Risk Retirement 2040 Fund
Invesco Balanced-Risk Retirement 2050 Fund
Invesco Balanced-Risk Retirement Now Fund
Invesco Capital Development Fund
Invesco Charter Fund
Invesco China Fund
Invesco Constellation Fund
Invesco Developing Markets Fund
Invesco Diversified Dividend Fund
Invesco Endeavor Fund
Invesco European Growth Fund
Invesco European Small Company Fund
Invesco Global Equity Fund
Invesco Global Fund
Invesco Global Growth Fund
Invesco Global Health Care Fund
Invesco Global Small & Mid Cap Growth Fund
Invesco Income Allocation Fund
Invesco International Allocation Fund
Invesco International Growth Fund
Invesco International Small Company Fund
Invesco Japan Fund
Invesco Mid Cap Core Equity Fund
Invesco Select Equity Fund
Invesco Small Cap Equity Fund
Invesco Small Cap Growth Fund
Invesco Small Companies Fund
Invesco Summit Fund
The following information is added to the end of the first paragraph appearing under the heading “OTHER INFORMATION — Sales Charges”:
    “Purchases of Class B and Class C shares are subject to a contingent deferred sales charge. For more information on contingent deferred sales charges, see “Shareholder Account Information—Contingent Deferred Sales Charges (CDSCs)” section of this prospectus.”
Invesco Retail-SUP-1B 100610

 


Table of Contents

Statutory Prospectus Supplement dated September 20, 2010
The purpose of this mailing is to provide you with changes to the current Statutory Prospectus for Class A, A2, A5, B, B5, C, C5, P, R, R5, S, Y, Invesco Cash Reserve Shares and Investor Class shares, as applicable, for each of the Funds listed below:
Invesco Asia Pacific Growth Fund
Invesco Balanced Fund
Invesco Balanced-Risk Allocation Fund
Invesco Balanced-Risk Retirement 2010 Fund
Invesco Balanced-Risk Retirement 2020 Fund
Invesco Balanced-Risk Retirement 2030 Fund
Invesco Balanced-Risk Retirement 2040 Fund
Invesco Balanced-Risk Retirement 2050 Fund
Invesco Balanced-Risk Retirement Now Fund
Invesco Basic Balanced Fund
Invesco Basic Value Fund
Invesco California Tax-Free Income Fund
Invesco Capital Development Fund
Invesco Charter Fund
Invesco China Fund
Invesco Commodities Strategy Fund
Invesco Conservative Allocation Fund
Invesco Constellation Fund
Invesco Convertible Securities Fund
Invesco Core Bond Fund
Invesco Core Plus Bond Fund
Invesco Developing Markets Fund
Invesco Diversified Dividend Fund
Invesco Dividend Growth Securities Fund
Invesco Dynamics Fund
Invesco Emerging Market Local Currency Debt Fund
Invesco Endeavor Fund
Invesco Energy Fund
Invesco Equally-Weighted S&P 500 Fund
Invesco European Growth Fund
Invesco European Small Company Fund
Invesco Financial Services Fund
Invesco Floating Rate Fund
Invesco Fundamental Value Fund
Invesco Global Fund
Invesco Global Advantage Fund
Invesco Global Core Equity Fund
Invesco Global Dividend Growth Securities Fund
Invesco Global Equity Fund
Invesco Global Growth Fund
Invesco Global Health Care Fund
Invesco Global Real Estate Fund
Invesco Global Small & Mid Cap Growth Fund
Invesco Gold & Precious Metals Fund
Invesco Growth Allocation Fund
Invesco Health Sciences Fund
Invesco High Income Municipal Fund
Invesco High Yield Fund
Invesco High Yield Securities Fund
Invesco Income Fund
Invesco Income Allocation Fund
Invesco International Allocation Fund
Invesco International Core Equity Fund
Invesco International Growth Fund
Invesco International Small Company Fund
Invesco International Total Return Fund
Invesco Japan Fund
Invesco Large Cap Basic Value Fund
Invesco Large Cap Growth Fund
Invesco Large Cap Relative Value Fund
Invesco Leisure Fund
Invesco LIBOR Alpha Fund
Invesco Limited Maturity Treasury Fund
Invesco Mid Cap Basic Value Fund
Invesco Mid Cap Core Equity Fund
Invesco Mid-Cap Value Fund
Invesco Moderate Allocation Fund
Invesco Moderate Growth Allocation Fund
Invesco Moderately Conservative Allocation Fund
Invesco Money Market Fund
Invesco Multi-Sector Fund
Invesco Municipal Fund
Invesco Municipal Bond Fund
Invesco New York Tax-Free Income Fund
Invesco Pacific Growth Fund
Invesco Real Estate Fund
Invesco S&P 500 Index Fund
Invesco Select Equity Fund
Invesco Select Real Estate Income Fund
Invesco Short Term Bond Fund
Invesco Small Cap Equity Fund
Invesco Small Cap Growth Fund
Invesco Small Companies Fund
Invesco Small-Mid Special Value Fund
Invesco Special Value Fund
Invesco Structured Core Fund
Invesco Summit Fund
Invesco Tax-Exempt Securities Fund
Invesco Tax-Free Intermediate Fund
Invesco Technology Fund
Invesco Technology Sector Fund
Invesco U.S. Government Fund
Invesco U.S. Mid Cap Value Fund
Invesco U.S. Small Cap Value Fund
Invesco U.S. Small/Mid Cap Value Fund
Invesco Utilities Fund
Invesco Value Fund
Invesco Value II Fund
Invesco Van Kampen American Franchise Fund
Invesco Van Kampen American Value Fund
Invesco Van Kampen Asset Allocation Conservative Fund
Invesco Van Kampen Asset Allocation Growth Fund
Invesco Van Kampen Asset Allocation Moderate Fund
Invesco Van Kampen California Insured Tax Free Fund
Invesco Van Kampen Capital Growth Fund
Invesco Van Kampen Comstock Fund
Invesco Van Kampen Core Equity Fund
Invesco Van Kampen Core Plus Fixed Income Fund
Invesco Van Kampen Corporate Bond Fund
Invesco Van Kampen Emerging Markets Fund
Invesco Van Kampen Enterprise Fund
Invesco Van Kampen Equity and Income Fund
Invesco Van Kampen Equity Premium Income Fund
Invesco Van Kampen Global Equity Allocation Fund

1


Table of Contents

Invesco Van Kampen Global Franchise Fund
Invesco Van Kampen Global Tactical Asset Allocation Fund
Invesco Van Kampen Government Securities Fund
Invesco Van Kampen Growth and Income Fund
Invesco Van Kampen Harbor Fund
Invesco Van Kampen High Yield Fund
Invesco Van Kampen High Yield Municipal Fund
Invesco Van Kampen Insured Tax Free Income Fund
Invesco Van Kampen Intermediate Term Municipal Income Fund
Invesco Van Kampen International Advantage Fund
Invesco Van Kampen International Growth Fund
Invesco Van Kampen Leaders Fund
Invesco Van Kampen Limited Duration Fund
Invesco Van Kampen Mid Cap Growth Fund
Invesco Van Kampen Municipal Income Fund
Invesco Van Kampen New York Tax Free Income Fund
Invesco Van Kampen Pennsylvania Tax Free Income Fund
Invesco Van Kampen Real Estate Securities Fund
Invesco Van Kampen Small Cap Growth Fund
Invesco Van Kampen Small Cap Value Fund
Invesco Van Kampen Technology Fund
Invesco Van Kampen U.S. Mortgage Fund
Invesco Van Kampen Utility Fund
Invesco Van Kampen Value Opportunities Fund
Effective November 30, 2010, Class B or Class B5 shares may not be purchased or acquired by exchange from share classes other than Class B or Class B5 shares. Any investment received by a Fund on or after this date that is intended for Class B or Class B5 shares will be rejected.
Shareholders with investments in Class B or Class B5 shares may continue to hold such shares until they convert to Class A or Class A5 shares, respectively. However, no additional investments will be accepted in Class B or Class B5 shares on or after November 30, 2010. Dividends and capital gain distributions may continue to be reinvested in Class B or Class B5 shares until their conversion dates. In addition, shareholders invested in Class B or Class B5 shares will be able to exchange those shares for Class B or Class B5 shares, respectively, of other Invesco Funds offering such shares until they convert.
The following information was added as a new heading under “SHAREHOLDER ACCOUNT INFORMATION — Redeeming Shares” on page A-9 in the Prospectus:
“Minimum Account Balance
A low balance fee of $12 per year will be deducted in the fourth quarter of each year from all Class A share, Class B share, Class C share and Investor Class share accounts held in the Fund (each a Fund Account) with a value less than the low balance amount (the Low Balance Amount) as determined from time to time by the Fund and the Adviser. The Fund and the Adviser generally expect the Low Balance Amount to be $750, but such amount may be adjusted for any year depending on various factors, including market conditions. The Low Balance Amount and the date on which it will be deducted from any Fund Account will be posted on our web site, www.invesco.com/us, on or about November 15 of each year. This fee will be payable to the transfer agent by redeeming from a Fund Account sufficient shares owned by a shareholder and will be used by the transfer agent to offset amounts that would otherwise be payable by the Fund to the transfer agent under the transfer agency agreement. The low balance fee is not applicable to Fund Accounts comprised of: (i) fund of funds accounts, (ii) escheated accounts, (iii) accounts participating in a Systematic Purchase Plan established directly with the Fund, (iv) accounts with Dollar Cost Averaging, (v) accounts in which Class B Shares are immediately involved in the automatic conversion to Class A Shares, and those corresponding Class A Shares immediately involved in such conversion, (vi) accounts in which all shares are evidenced by share certificates, (vii) certain retirement plan accounts, (viii) forfeiture accounts in connection with certain retirement plans, (ix) investments in Class P, Class R, Class S or Class Y Shares, (x) certain money market funds (Investor Class of Premier U.S. Government Money, Premier Tax-Exempt and Premier Portfolios; all classes of Invesco Money Market Fund; and all classes of Invesco Tax-Exempt Cash Fund), or (xi) accounts in Class A shares established pursuant to an advisory fee program.
Some investments in the Funds are made through accounts that are maintained by intermediaries (rather than the Funds’ transfer agent) and some investments are made indirectly through products that use the Funds as underlying investments, such as employee benefit plans, funds of funds, qualified tuition plans, and variable insurance contracts (these products are generally referred to as conduit investment vehicles). If shares of the Funds are held in an account maintained by an intermediary or in the name of a conduit investment vehicle (and not in the names of individual investors), the intermediary or conduit investment vehicle may impose rules which differ from those described in this prospectus. In such cases, there may be low balance fees imposed by the intermediary or conduit investment vehicle on different terms (and subject to different exceptions) than those set forth above. Please consult your financial adviser or other financial intermediary for details.”

2


Table of Contents

 
Prospectus February 26, 2010
 
Class: A (AIIEX), B (AIEBX), C (AIECX), R (AIERX), Y (AIIYX)
AIM International Growth Fund
Effective April 30, 2010, AIM International Growth Fund will be known as Invesco International Growth Fund.
 
AIM International Growth Fund’s investment objective is long-term growth of capital.
 
This prospectus contains important information about the Class A, B, C, R and Y shares of the Fund. Please read it before investing and keep it for future reference.
 
As with all other mutual fund securities, the Securities and Exchange Commission (SEC) has not approved or disapproved these securities or determined whether the information in this prospectus is adequate or accurate. Anyone who tells you otherwise is committing a crime.
 
An investment in the Fund:
n is not FDIC insured;
n may lose value; and
n is not guaranteed by a bank.


 

 
Table of Contents
 
 
         
  1    
         
  3    
         
  3    
The Advisers
  3    
Adviser Compensation
  3    
Portfolio Managers
  3    
         
  4    
Sales Charges
  4    
Dividends and Distributions
  4    
         
  4    
         
  5    
         
  6    
         
Shareholder Account Information
  A-1    
Choosing a Share Class
  A-1    
Share Class Eligibility
  A-1    
Distribution and Service (12b-1) Fees
  A-2    
Initial Sales Charges (Class A Shares Only)
  A-3    
Contingent Deferred Sales Charges (CDSCs)
  A-4    
Redemption Fees
  A-5    
Purchasing Shares
  A-5    
Redeeming Shares
  A-7    
Exchanging Shares
  A-8    
Rights Reserved by the Funds
  A-9    
Excessive Short-Term Trading Activity (Market Timing)Disclosures
  A-9    
Pricing of Shares
  A-10    
Taxes
  A-11    
Payments to Financial Intermediaries
  A-12    
Important Notice Regarding Delivery of Security Holder Documents
  A-13    
         
Obtaining Additional Information
  Back Cover    
 
 
        AIM International Growth Fund


Table of Contents

 
Fund Summary
 
Investment Objective
The Fund’s investment objective is long-term growth of capital.
 
Fees and Expenses of the Fund
This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.
 
  You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $25,000 in the AIM Funds. Effective April 1, 2010, you may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in the AIM Funds. Effective April 30, 2010, any and all references in the prospectus to “AIM Funds” are replaced with “Invesco Funds”. More information about these and other discounts is available from your financial professional and in the section “Shareholder Account Information—Initial Sales Charges (Class A Shares Only)” on page A-3 of the prospectus and the section “Purchase, Redemption and Pricing of Shares—Purchase and Redemption of Shares” on page L-1 of the statement of additional information (SAI).
 
                                             
 
Shareholder Fees (fees paid directly from your investment)
 
Class:   A   B   C   R   Y    
 
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)     5.50 %     None       None       None       None      
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less)     None       5.00 %     1.00 %     None       None      
Redemption/Exchange Fee1 (as a percentage of amount redeemed/exchanged)     2.00 %     2.00 %     2.00 %     2.00 %     2.00 %    
 
                                             
 
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
 
Class:   A   B   C   R   Y    
 
Management Fees     0.88 %     0.88 %     0.88 %     0.88 %     0.88 %    
Distribution and/or Service (12b-1) Fees     0.25       1.00       1.00       0.50       None      
Other Expenses     0.38       0.38       0.38       0.38       0.38      
Acquired Fund Fees and Expenses     0.02       0.02       0.02       0.02       0.02      
Total Annual Fund Operating Expenses     1.53       2.28       2.28       1.78       1.28      
     
1
  You may be charged a 2.00% fee if you redeem or exchange shares of the Fund within 31 days of purchase.
 
Example. This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.
 
  The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same.
 
  Although your actual costs may be higher or lower, based on these assumptions, your costs would be:
 
                                     
    1 Year   3 Years   5 Years   10 Years    
 
Class A
  $ 697     $ 1,007     $ 1,338     $ 2,273      
Class B
    731       1,012       1,420       2,427      
Class C
    331       712       1,220       2,615      
Class R
    181       560       964       2,095      
Class Y
    130       406       702       1,545      
 
You would pay the following expenses if you did not redeem your shares:
 
                                     
    1 Year   3 Years   5 Years   10 Years    
 
Class A
  $ 697     $ 1,007     $ 1,338     $ 2,273      
Class B
    231       712       1,220       2,427      
Class C
    231       712       1,220       2,615      
Class R
    181       560       964       2,095      
Class Y
    130       406       702       1,545      
 
Portfolio Turnover. The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual Fund operating expenses or in the example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was 26% of the average value of its portfolio.
 
Principal Investment Strategies of the Fund
The Fund invests primarily in a diversified portfolio of international securities whose issuers are considered by the Fund’s portfolio managers to have strong earnings growth. The Fund invests primarily in equity securities.
 
  The Fund focuses its investments in equity securities of foreign issuers that are listed on a recognized foreign or U.S. securities exchange or traded in a foreign or U.S. over-the-counter market. The Fund invests, under normal circumstances, in issuers located in at least three countries outside of the U.S., emphasizing investment in issuers in the developed countries of Western Europe and the Pacific Basin. As of February 23, 2010, the principal countries in which the Fund invests were United Kingdom, Switzerland, United States, Japan, Germany, Canada and Australia. The Fund may also invest up to 20% of its total assets in issuers located in developing countries, i.e., those that are identified as in the initial stages of their industrial cycles.
 
  The portfolio managers employ a disciplined investment strategy that emphasizes fundamental research, supported by quantitative analysis, portfolio construction and risk management techniques. The strategy primarily focuses on identifying issuers that have experienced, or exhibit the potential for, accelerating or above average earnings growth but whose prices do not fully reflect these attributes. Investments for the portfolio are selected bottom-up on a security-by-security basis. The focus is on the strengths of individual issuers, rather than sector or country trends.
 
  The Fund’s portfolio managers may consider selling a security for several reasons, including when (1) its fundamentals deteriorate or it posts disappointing earning: (2) its security price appears to be overvalued; or (3) a more attractive investment opportunity is identified.
 
Principal Risks of Investing in the Fund
The risks associated with an investment in the Fund can increase during times of significant market volatility. The principal risks of investing in the Fund are:
 
  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.
 
  Foreign Securities Risk. The Fund’s foreign investments will be affected by changes in the 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.
 
1        AIM International Growth Fund


Table of Contents

 
  Developing Markets Securities 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 and lack of timely information than those in developed countries.
 
  Management Risk. The investment techniques and risk analysis used by the Fund’s portfolio managers may produce the desired results.
 
  As with any mutual fund investment, loss of money is a risk of investing. An investment in the Fund is not a deposit in a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
 
Performance Information
The bar chart and performance table provide an indication of the risks of investing in the Fund. The performance table compares the Fund’s performance to that of a broad-based securities market benchmark, a style specific benchmark and a peer group benchmark with similar investment objectives to the Fund. The benchmarks may not reflect payment of fees, expenses or taxes. The Fund is not managed to track the performance of any particular benchmark, including the benchmarks shown below, and consequently, the performance of the Fund may deviate significantly from the performance of these benchmarks. The Fund’s past performance (before and after taxes) is not necessarily an indication of its future performance. Updated performance information is available at www.invescoaim.com. Effective April 30, 2010, www.invescoaim.com will be changed to www.invesco.com.
 
Annual Total Returns
The bar chart shows changes in the performance of the Fund from year to year as of December 31. The bar chart does not reflect sales loads. If it did, the annual total returns shown would be lower.
 
Best Quarter (ended June 30, 2009): 18.44%
Worst Quarter (ended December 31, 2008): (19.65)%
 
                                 
 
Average Annual Total Returns (for the periods ended December 31, 2009)
 
    1
  5
  10
  Inception
    Year   Years   Years   Date
 
Class A:                             04/07/92  
Return Before Taxes
    27.52 %     5.40 %     0.15 %        
Return After Taxes on Distributions
    27.48       5.12       (0.13 )        
Return After Taxes on Distributions and Sale of Fund Shares
    18.38       4.75       0.11          
Class B:
    28.93       5.48       0.14       09/15/94  
Class C:
    32.95       5.81       0.00       08/04/97  
Class R1:
    34.58       6.34       0.46       06/03/02  
Class Y2:
    35.29       6.67       0.75       10/03/08  
MSCI EAFE® Index
    31.78       3.54       1.17          
MSCI EAFE® Growth Index
    29.36       3.65       (1.31 )        
Lipper International Multi-Cap Growth Funds Index
    43.99       6.25       0.55          
     
After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown for Class A shares only and after-tax returns for other classes will vary.
1
  Class R shares performance shown prior to the inception date is that of Class A shares restated to reflect the higher 12b-1 fees applicable to Class R shares. Class A shares performance reflects any applicable fee waivers or expense reimbursements.
2
  Class Y shares performance shown prior to the inception date is that of Class A shares and includes the 12b-1 fees applicable to Class A shares. Class A shares performance reflects any applicable fee waivers or expense reimbursements.
 
Management of the Fund
Investment Adviser: Invesco Advisers, Inc.
 
             
Portfolio Managers   Title   Service Date
 
Clas Olsson   Senior Portfolio Manager (Lead)     1997  
Barrett Sides   Senior Portfolio Manager (Lead)     1995  
Shuxin Cao   Senior Portfolio Manager     2003  
Jason Holzer   Senior Portfolio Manager     1999  
Matthew Dennis   Portfolio Manager     2003  
 
Purchase and Sale of Fund Shares
You may purchase, redeem or exchange shares of the Fund on any business day through your financial adviser, through our Web site at www.invescoaim.com, by mail to Invesco Aim Investment Services, Inc., P.O. Box 4739, Houston, Texas 77210-4739, or by telephone at 800-959-4246. Effective April 30, 2010, Invesco Aim Investment Services, Inc. will be known as Invesco Investment Services, Inc.
 
  There are no minimum investments for Class R shares for Fund accounts. The minimum investments for Class A, B, C and Y shares for Fund accounts are as follows:
 
                 
    Initial Investment
  Additional Investments
Type of Account   Per Fund   Per Fund
 
Asset or fee-based accounts managed by your financial adviser     None       None  
Eligible employee benefit plans, SEP, SARSEP and SIMPLE IRA plans     None       None  
IRAs, Roth IRAs and Coverdell ESA accounts if the new investor is purchasing shares through a systematic purchase plan     $25       $25  
All other types of accounts if the investor is purchasing shares through a systematic purchase plan     50       50  
IRAs, Roth IRAs and Coverdell ESAs     250       25  
All other accounts     1,000       50  
 
Tax Information
The Fund’s distributions are generally taxable to you as either ordinary income, capital gains or some combination of both, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or individual retirement account.
 
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and the Fund’s distributor or its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson or financial adviser to recommend the Fund over another investment. Ask your salesperson or financial adviser or visit your financial intermediary’s Web site for more information.
 
2        AIM International Growth Fund


Table of Contents

 
Investment Objective, Strategies, Risks and Portfolio Holdings
 
Objective and Strategies
The Fund’s investment objective is long-term growth of capital. The Fund’s investment objective may be changed by the Board of Trustees without shareholder approval. The Fund will provide shareholders with advance notice of any change to the Fund’s investment objective.
 
  The Fund invests primarily in a diversified portfolio of international securities whose issuers are considered by the Fund’s portfolio managers to have strong earnings growth. The Fund invests primarily in equity securities.
 
  The Fund focuses its investments in equity securities of foreign issuers that are listed on a recognized foreign or U.S. securities exchange or traded in a foreign or U.S. over-the-counter market. The Fund invests, under normal circumstances, in issuers located in at least three countries outside of the U.S., emphasizing investment in issuers in the developed countries of Western Europe and the Pacific Basin. As of February 23, 2010, the principal countries in which the Fund invests were United Kingdom, Switzerland, United States, Japan, Germany, Canada and Australia. The Fund may also invest up to 20% of its total assets in issuers located in developing countries, i.e., those that are identified as in the initial stages of their industrial cycles.
 
  The portfolio managers employ a disciplined investment strategy that emphasizes fundamental research, supported by quantitative analysis, portfolio construction and risk management techniques. The strategy primarily focuses on identifying issuers that have experienced, or exhibit the potential for, accelerating or above average earnings growth but whose prices do not fully reflect these attributes. Investments for the portfolio are selected bottom-up on a security-by-security basis. The focus is on the strengths of individual issuers, rather than sector or country trends.
 
  The Fund’s portfolio managers may consider selling a security for several reasons, including when (1) its fundamentals deteriorate or it posts disappointing earnings; (2) its security price appears to be overvalued; or (3) a more attractive investment opportunity is identified.
 
  The Fund may, from time to time, take temporary defensive positions in cash and other securities that are inconsistent with the Fund’s principal investment strategies in anticipation of or in response to adverse market, economic, political or other conditions. As a result, the Fund may not achieve its investment objective.
 
  The Fund’s investments in the types of securities described in this prospectus vary from time to time, and at any time, the Fund may not be invested in all types of securities described in this prospectus. The Fund may also invest in securities and other investments not described in this prospectus. Any percentage limitations with respect to assets of the Fund are applied at the time of purchase.
 
Risks
The principal risks of investing in the Fund are:
 
  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.
 
  Foreign Securities Risk. The dollar value of the Fund’s foreign investments will be affected by changes in the exchange rates between the dollar and the currencies in which those investments are traded. The value of the Fund’s foreign investments may be adversely affected by political and social instability in their home countries, by changes in economic or taxation policies in those countries, or by the difficulty in enforcing obligations in those countries. Foreign companies generally may be subject to less stringent regulations than U.S. companies, including financial reporting requirements and auditing and accounting controls. As a result, there generally is less publicly available information about foreign companies than about U.S. companies. Trading in many foreign securities may be less liquid and more volatile than U.S. securities due to the size of the market or other factors.
 
  Developing Markets Securities Risk. The prices of securities issued by foreign companies and governments located in developing countries may be impacted by certain factors more than those in countries with mature economies. For example, developing countries may experience higher rates of inflation or sharply devalue their currencies against the U.S. dollar, thereby causing the value of investments issued by the government or companies located in those countries to decline. Other factors include transaction costs, delays in settlement procedures, adverse political developments and lack of timely information.
 
  Management Risk. The investment techniques and risk analysis used by the Fund’s portfolio managers may produce the desired results.
 
Portfolio Holdings
A description of the Fund’s policies and procedures with respect to the disclosure of the Fund’s portfolio holdings is available in the Fund’s SAI, which is available at www.invescoaim.com.
 
Fund Management
 
The Advisers
Invesco Advisers, Inc. (the Adviser or Invesco) serves as the Fund’s investment adviser. The Adviser manages the investment operations of the Fund as well as other investment portfolios that encompass a broad range of investment objectives, and has agreed to perform or arrange for the performance of the Fund’s day-to-day management. The Adviser is located at 1555 Peachtree Street, N.E., Atlanta, Georgia 30309. The Adviser, as successor in interest to multiple investment advisers, has been an investment adviser since 1976.
 
  Civil lawsuits, including a regulatory proceeding and purported class action and shareholder derivative suits, have been filed against certain AIM Funds, INVESCO Funds Group, Inc. (IFG) (the former investment advisers to certain AIM Funds), Invesco Advisers, Inc., successor by merger to Invesco Aim Advisors, Inc., Invesco Aim Distributors, Inc. (Invesco Aim Distributors) (the distributor of the AIM Funds) and/or related entities and individuals, depending on the lawsuit, alleging among other things that the defendants permitted improper market timing and related activity in the Funds.
 
  Additional civil lawsuits related to the above or other matters may be filed by regulators or private litigants against the AIM Funds, IFG, Invesco, Invesco Aim Distributors and/or related entities and individuals in the future. More detailed information concerning all of the above matters, including the parties to the civil lawsuits and summaries of the various allegations and remedies sought in such lawsuits, can be found in the SAI.
 
  Effective April 30, 2010, Invesco Aim Distributors, Inc. will be known as Invesco Distributors, Inc.
 
Adviser Compensation
During the fiscal year ended October 31, 2009, the Adviser received compensation of 0.86% of the Fund’s average daily net assets after fee waivers and/or expense reimbursements.
 
  Invesco, not the Fund, pays sub-advisory fees, if any.
 
  A discussion regarding the basis for the Board of Trustees’ approval of the investment advisory agreement and investment sub-advisory agreements of the Fund is available in the Fund’s most recent report to shareholders for the twelve-month period ended October 31.
 
Portfolio Managers
The following individuals are jointly and primarily responsible for the day-to-day management of the Fund’s portfolio:
 
n  Clas Olsson (lead manager with respect to the Fund’s investments in Europe and Canada), Senior Portfolio Manager, who has been
 
3        AIM International Growth Fund


Table of Contents

responsible for the Fund since 1997 and has been associated with Invesco and/or its affiliates since 1994.
 
n  Barrett Sides (lead manager with respect to the Fund’s investments in Asia Pacific and Latin America), Senior Portfolio Manager, who has been responsible for the Fund since 1995 and has been associated with Invesco and/or its affiliates since 1990.
 
n  Shuxin Cao, Senior Portfolio Manager, who has been responsible for the Fund since 2003 and has been associated with Invesco and/or its affiliates since 1997.
 
n  Jason Holzer, Senior Portfolio Manager, who has been responsible for the Fund since 1999 and has been associated with Invesco and/or its affiliates since 1996.
 
n  Matthew Dennis, Portfolio Manager, who has been responsible for the Fund since 2003 and has been associated with Invesco and/or its affiliates since 2000.
 
 
  A lead manager generally has final authority over all aspects of a portion of the Fund’s investment portfolio, including but not limited to, purchases and sales of individual securities, portfolio construction techniques, portfolio risk assessment, and the management of daily cash flows in accordance with portfolio holdings. The degree to which a lead manager may perform these functions, and the nature of these functions, may change from time to time.
 
  More information on the portfolio managers may be found at www.invescoaim.com. The Web site is not part of this prospectus.
 
  The Fund’s SAI provides additional information about the portfolio managers’ investments in the Fund, a description of the compensation structure and information regarding other accounts managed.
 
Other Information
 
Sales Charges
Purchases of Class A shares of AIM International Growth Fund are subject to the maximum 5.50% initial sales charge as listed under the heading “Category I Initial Sales Charges” in the “Shareholder Account Information - Initial Sales Charges (Class A Shares Only)” section of the prospectus.
 
Dividends and Distributions
The Fund expects, based on its investment objective and strategies, that its distributions, if any, will consist of ordinary income, capital gains, or some combination of both.
 
Dividends
The Fund generally declares and pays dividends from net investment income, if any, annually.
 
Capital Gains Distributions
The Fund generally distributes long-term and short-term capital gains (net of any capital loss carryovers), if any, at least annually. Capital gains distributions may vary considerably from year to year as a result of the Fund’s normal investment activities and cash flows. During a time of economic downturn, a Fund may experience capital losses and unrealized depreciation in value of investments, the effect of which may be to reduce or eliminate capital gains distributions for a period of time. Even though a Fund may experience a current year loss, it may nonetheless distribute prior year capital gains.
 
Benchmark Descriptions
 
MSCI EAFE® Index is an unmanaged index considered representative of stocks of Europe, Australasia and the Far East.
 
  MSCI EAFE® Growth Index is an unmanaged index considered representative of growth stocks of Europe, Australasia and the Far East.
 
  Lipper International Multi-Cap Growth Funds Index is an unmanaged index considered representative of international multi-cap growth funds tracked by Lipper.
 
4        AIM International Growth Fund


Table of Contents

 
 
Financial Highlights
 
The financial highlights table is intended to help you understand the Fund’s financial performance. Certain information reflects financial results for a single Fund share.
 
  The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the Fund (assuming reinvestment of all dividends and distributions).
 
  The information has been audited by PricewaterhouseCoopers LLP, whose report, along with the Fund’s financial statements, is included in the Fund’s annual report, which is available upon request.
                                                                                                                 
                                            Ratio of
  Ratio of
       
            Net gains
                              expenses
  expenses
       
            (losses)
                              to average
  to average net
  Ratio of net
   
    Net asset
      on securities
      Dividends
  Distributions
                  net assets
  assets without
  investment
   
    value,
  Net
  (both
  Total from
  from net
  from net
      Net asset
      Net assets,
  with fee waivers
  fee waivers
  income (loss)
   
    beginning
  investment
  realized and
  investment
  investment
  realized
  Total
  value, end
  Total
  end of period
  and/or expenses
  and/or expenses
  to average
  Portfolio
    of period   income (loss)(a)   unrealized)   operations   income   gains   Distributions   of period(b)   Return(c)   (000s omitted)   absorbed   absorbed   net assets   turnover(d)
 
 
Class A                                                                                                                
Year ended 10/31/09   $ 19.04     $ 0.24     $ 4.52     $ 4.76     $ (0.39 )   $     $ (0.39 )   $ 23.41       25.65 %   $ 1,734,895       1.49 %(e)     1.51 %(e)     1.24 %(e)     26 %
Year ended 10/31/08     36.57       0.40       (15.91 )     (15.51 )     (0.18 )     (1.84 )     (2.02 )     19.04       (47.34 )     1,452,469       1.44       1.45       1.38       38  
Year ended 10/31/07     27.85       0.28       8.72       9.00       (0.19 )     (0.09 )     (0.28 )     36.57       32.55       2,899,666       1.44       1.47       0.87       22  
Year ended 10/31/06     21.63       0.14       6.26       6.40       (0.18 )           (0.18 )     27.85       29.73       1,908,453       1.54       1.58       0.53       37  
Year ended 10/31/05     18.16       0.11       3.36       3.47                         21.63       19.11       1,447,049       1.69       1.74       0.54       37  
Class B
Year ended 10/31/09     17.52       0.09       4.20       4.29       (0.13 )           (0.13 )     21.68       24.72       61,649       2.24 (e)     2.26 (e)     0.49 (e)     26  
Year ended 10/31/08     33.88       0.17       (14.69 )     (14.52 )           (1.84 )     (1.84 )     17.52       (45.03 )     77,465       2.19       2.20       0.63       38  
Year ended 10/31/07     25.84       0.03       8.10       8.13             (0.09 )     (0.09 )     33.88       31.55       252,203       2.19       2.22       0.12       22  
Year ended 10/31/06     20.08       (0.05 )     5.83       5.78       (0.02 )           (0.02 )     25.84       28.80       247,939       2.29       2.33       (0.22 )     37  
Year ended 10/31/05     16.99       (0.03 )     3.12       3.09                         20.08       18.19       250,056       2.41       2.46       (0.18 )     37  
Class C
Year ended 10/31/09     17.53       0.09       4.21       4.30       (0.13 )           (0.13 )     21.70       24.76       139,000       2.24 (e)     2.26 (e)     0.49 (e)     26  
Year ended 10/31/08     33.91       0.17       (14.71 )     (14.54 )           (1.84 )     (1.84 )     17.53       (45.05 )     125,172       2.19       2.20       0.63       38  
Year ended 10/31/07     25.86       0.03       8.11       8.14             (0.09 )     (0.09 )     33.91       31.57       274,266       2.19       2.22       0.12       22  
Year ended 10/31/06     20.10       (0.05 )     5.83       5.78       (0.02 )           (0.02 )     25.86       28.78       183,360       2.29       2.33       (0.22 )     37  
Year ended 10/31/05     17.00       (0.03 )     3.13       3.10                         20.10       18.24       132,387       2.41       2.46       (0.18 )     37  
Class R
Year ended 10/31/09     18.80       0.20       4.49       4.69       (0.31 )           (0.31 )     23.18       25.44       63,544       1.74 (e)     1.76 (e)     0.99 (e)     26  
Year ended 10/31/08     36.18       0.32       (15.74 )     (15.42 )     (0.12 )     (1.84 )     (1.96 )     18.80       (44.78 )     34,821       1.69       1.70       1.13       38  
Year ended 10/31/07     27.58       0.20       8.63       8.83       (0.14 )     (0.09 )     (0.23 )     36.18       32.21       48,321       1.69       1.72       0.62       22  
Year ended 10/31/06     21.43       0.07       6.21       6.28       (0.13 )           (0.13 )     27.58       29.41       19,070       1.79       1.83       0.28       37  
Year ended 10/31/05     18.04       0.07       3.32       3.39                         21.43       18.79       8,700       1.91       1.96       0.32       37  
Class Y
Year ended 10/31/09     19.04       0.32       4.52       4.84       (0.40 )           (0.40 )     23.48       26.05       62,343       1.24 (e)     1.26 (e)     1.49 (e)     26  
Year ended 10/31/08(f)     22.36       0.02       (3.34 )     (3.32 )                       19.04       (14.85 )     2,537       1.25 (g)     1.27 (g)     1.57 (g)     38  
     
(a)
  Calculated using average shares outstanding.
(b)
  Includes redemption fees added to shares of beneficial interest which were less than $0.005 per share.
(c)
  Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Does not include sales charges and is not annualized for periods less than one year, if applicable.
(d)
  Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year, if applicable.
(e)
  Ratios are based on average daily net assets (000’s omitted) of $1,487,407, $63,445, $118,612, $43,967 and $46,966 for Class A, Class B, Class C, Class R and Class Y shares, respectively.
(f)
  Commencement date of October 3, 2008.
(g)
  Annualized.
 
5        AIM International Growth Fund


Table of Contents

 
Hypothetical Investment and Expense Information
 
In connection with the final settlement reached between Invesco and certain of its affiliates with certain regulators, including the New York Attorney General’s Office, the SEC and the Colorado Attorney General’s Office (the settlement) arising out of certain market timing and unfair pricing allegations made against Invesco and certain of its affiliates, Invesco and certain of its affiliates agreed, among other things, to disclose certain hypothetical information regarding investment and expense information to Fund shareholders. The chart below is intended to reflect the annual and cumulative impact of the Fund’s expenses, including investment advisory fees and other Fund costs, on the Fund’s returns over a 10-year period. The example reflects the following:
  n  You invest $10,000 in the Fund and hold it for the entire 10-year period;
  n  Your investment has a 5% return before expenses each year;
  n  Hypotheticals both with and without any applicable initial sales charge applied; and
  n  There is no sales charge on reinvested dividends.
 
  There is no assurance that the annual expense ratio will be the expense ratio for the Fund classes for any of the years shown. This is only a hypothetical presentation made to illustrate what expenses and returns would be under the above scenarios; your actual returns and expenses are likely to differ (higher or lower) from those shown below.
                                                                                 
Class A (Includes Maximum
                                       
Sales Charge)   Year 1   Year 2   Year 3   Year 4   Year 5   Year 6   Year 7   Year 8   Year 9   Year 10
 
Annual Expense Ratio1
    1 .53%     1 .53%     1 .53%     1 .53%     1 .53%     1 .53%     1 .53%     1 .53%     1 .53%     1 .53%
Cumulative Return Before Expenses
    5 .00%     10 .25%     15 .76%     21 .55%     27 .63%     34 .01%     40 .71%     47 .75%     55 .13%     62 .89%
Cumulative Return After Expenses
    (2 .22)%     1 .17%     4 .68%     8 .32%     12 .07%     15 .96%     19 .99%     24 .15%     28 .46%     32 .92%
End of Year Balance
  $ 9,777 .92   $ 10,117 .21   $ 10,468 .28   $ 10,831 .52   $ 11,207 .38   $ 11,596 .27   $ 11,998 .67   $ 12,415 .02   $ 12,845 .82   $ 13,291 .57
Estimated Annual Expenses
  $ 697 .09   $ 152 .20   $ 157 .48   $ 162 .94   $ 168 .60   $ 174 .45   $ 180 .50   $ 186 .76   $ 193 .25   $ 199 .95
 
Class A (Without Maximum
                                       
Sales Charge)   Year 1   Year 2   Year 3   Year 4   Year 5   Year 6   Year 7   Year 8   Year 9   Year 10
 
Annual Expense Ratio1
    1 .53%     1 .53%     1 .53%     1 .53%     1 .53%     1 .53%     1 .53%     1 .53%     1 .53%     1 .53%
Cumulative Return Before Expenses
    5 .00%     10 .25%     15 .76%     21 .55%     27 .63%     34 .01%     40 .71%     47 .75%     55 .13%     62 .89%
Cumulative Return After Expenses
    3 .47%     7 .06%     10 .78%     14 .62%     18 .60%     22 .71%     26 .97%     31 .38%     35 .93%     40 .65%
End of Year Balance
  $ 10,347 .00   $ 10,706 .04   $ 11,077 .54   $ 11,461 .93   $ 11,859 .66   $ 12,271 .19   $ 12,697 .00   $ 13,137 .59   $ 13,593 .46   $ 14,065 .15
Estimated Annual Expenses
  $ 155 .65   $ 161 .06   $ 166 .64   $ 172 .43   $ 178 .41   $ 184 .60   $ 191 .01   $ 197 .63   $ 204 .49   $ 211 .59
 
Class B2   Year 1   Year 2   Year 3   Year 4   Year 5   Year 6   Year 7   Year 8   Year 9   Year 10
 
Annual Expense Ratio1
    2 .28%     2 .28%     2 .28%     2 .28%     2 .28%     2 .28%     2 .28%     2 .28%     1 .53%     1 .53%
Cumulative Return Before Expenses
    5 .00%     10 .25%     15 .76%     21 .55%     27 .63%     34 .01%     40 .71%     47 .75%     55 .13%     62 .89%
Cumulative Return After Expenses
    2 .72%     5 .51%     8 .38%     11 .33%     14 .36%     17 .47%     20 .67%     23 .95%     28 .25%     32 .70%
End of Year Balance
  $ 10,272 .00   $ 10,551 .40   $ 10,838 .40   $ 11,133 .20   $ 11,436 .02   $ 11,747 .08   $ 12,066 .60   $ 12,394 .82   $ 12,824 .92   $ 13,269 .94
Estimated Annual Expenses
  $ 231 .10   $ 237 .39   $ 243 .84   $ 250 .48   $ 257 .29   $ 264 .29   $ 271 .48   $ 278 .86   $ 192 .93   $ 199 .63
 
Class C2   Year 1   Year 2   Year 3   Year 4   Year 5   Year 6   Year 7   Year 8   Year 9   Year 10
 
Annual Expense Ratio1
    2 .28%     2 .28%     2 .28%     2 .28%     2 .28%     2 .28%     2 .28%     2 .28%     2 .28%     2 .28%
Cumulative Return Before Expenses
    5 .00%     10 .25%     15 .76%     21 .55%     27 .63%     34 .01%     40 .71%     47 .75%     55 .13%     62 .89%
Cumulative Return After Expenses
    2 .72%     5 .51%     8 .38%     11 .33%     14 .36%     17 .47%     20 .67%     23 .95%     27 .32%     30 .78%
End of Year Balance
  $ 10,272 .00   $ 10,551 .40   $ 10,838 .40   $ 11,133 .20   $ 11,436 .02   $ 11,747 .08   $ 12,066 .60   $ 12,394 .82   $ 12,731 .96   $ 13,078 .26
Estimated Annual Expenses
  $ 231 .10   $ 237 .39   $ 243 .84   $ 250 .48   $ 257 .29   $ 264 .29   $ 271 .48   $ 278 .86   $ 286 .45   $ 294 .24
 
Class R   Year 1   Year 2   Year 3   Year 4   Year 5   Year 6   Year 7   Year 8   Year 9   Year 10
 
Annual Expense Ratio1
    1 .78%     1 .78%     1 .78%     1 .78%     1 .78%     1 .78%     1 .78%     1 .78%     1 .78%     1 .78%
Cumulative Return Before Expenses
    5 .00%     10 .25%     15 .76%     21 .55%     27 .63%     34 .01%     40 .71%     47 .75%     55 .13%     62 .89%
Cumulative Return After Expenses
    3 .22%     6 .54%     9 .97%     13 .52%     17 .17%     20 .94%     24 .84%     28 .86%     33 .01%     37 .29%
End of Year Balance
  $ 10,322 .00   $ 10,654 .37   $ 10,997 .44   $ 11,351 .56   $ 11,717 .08   $ 12,094 .37   $ 12,483 .81   $ 12,885 .78   $ 13,300 .71   $ 13,728 .99
Estimated Annual Expenses
  $ 180 .87   $ 186 .69   $ 192 .70   $ 198 .91   $ 205 .31   $ 211 .92   $ 218 .75   $ 225 .79   $ 233 .06   $ 240 .56
 
Class Y   Year 1   Year 2   Year 3   Year 4   Year 5   Year 6   Year 7   Year 8   Year 9   Year 10
 
Annual Expense Ratio1
    1 .28%     1 .28%     1 .28%     1 .28%     1 .28%     1 .28%     1 .28%     1 .28%     1 .28%     1 .28%
Cumulative Return Before Expenses
    5 .00%     10 .25%     15 .76%     21 .55%     27 .63%     34 .01%     40 .71%     47 .75%     55 .13%     62 .89%
Cumulative Return After Expenses
    3 .72%     7 .58%     11 .58%     15 .73%     20 .04%     24 .50%     29 .13%     33 .94%     38 .92%     44 .09%
End of Year Balance
  $ 10,372 .00   $ 10,757 .84   $ 11,158 .03   $ 11,573 .11   $ 12,003 .63   $ 12,450 .16   $ 12,913 .31   $ 13,393 .68   $ 13,891 .93   $ 14,408 .71
Estimated Annual Expenses
  $ 130 .38   $ 135 .23   $ 140 .26   $ 145 .48   $ 150 .89   $ 156 .50   $ 162 .33   $ 168 .36   $ 174 .63   $ 181 .12
 
 
     
1
  Your actual expenses may be higher or lower than those shown.
2
  The hypothetical assumes you hold your investment for a full 10 years. Therefore, any applicable deferred sales charge that might apply in years one through six for Class B and year one for Class C has not been deducted.
 
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Shareholder Account Information
 
In addition to the Fund, Invesco serves as investment adviser to many other mutual Funds that are offered to retail investors. The following information is about all of the AIM Funds that offer retail share classes.
 
If shares of the Funds are held in an account maintained by an intermediary or in the name of a conduit investment vehicle (and not in the name of an individual investor), the intermediary or conduit investment vehicle may impose rules which differ from, and/or charge a transaction or other fee in addition to, those described in this prospectus.
 
Additional information is available on the Internet at www.invescoaim.com, then click on the link for Accounts & Services, then Service Center, or consult the Fund’s SAI, which is available on that same website or upon request free of charge. The website is not part of this prospectus.
 
Choosing a Share Class
Each Fund may offer multiple classes of shares and not all Funds offer all share classes discussed herein. Each class represents an interest in the same portfolio of investments. Certain classes have higher expenses than other classes which may lower the return on your investment when compared to a less expensive class. In deciding which class of shares to purchase, you should consider the following attributes of the various share classes, among other things: (i) the eligibility requirements that apply to purchases of a particular class, (ii) the initial sales charges and contingent deferred sales charges (CDSCs), if any, applicable to the class, (iii) the 12b-1 fee, if any, paid by the class, and (iv) any services you may receive from a financial intermediary. Please contact your financial adviser to assist you in making your decision. Please refer to the prospectus fee table for more information on the fees and expenses of a particular Fund’s share classes.
 
                     
 
AIM Fund Retail Share Classes
 
Class A   Class B   Class C   Class R   Class Y   Investor Class
 
n Initial sales charge which may be waived or reduced
 
n No initial sales charge
 
n No initial sales charge
 
n No initial sales charge
 
n No initial sales charge
 
n No initial sales charge
n Contingent deferred sales charge on certain redemptions
 
n Contingent deferred sales charge on redemptions within six years
 
n Contingent deferred sales charge on redemptions within one year3
 
n Contingent deferred sales charge on certain redemptions5
 
n No contingent deferred sales charge
 
n No contingent deferred sales charge
n 12b-1 fee of 0.25%1
 
n 12b-1 fee of 1.00%
 
n 12b-1 fee of 1.00%4
 
n 12b-1 fee of 0.50%
 
n No 12b-1 fee
 
n 12b-1 fee of 0.25%1
   
n Converts to Class A shares on or about the end of the month which is at least eight years after the date on which shares were purchased along with a pro rata portion of reinvested dividends and distributions2
 
n Does not convert to Class A shares
 
n Does not convert to Class A shares
 
n Does not convert to Class A shares
 
n Does not convert to Class A shares
n Generally more appropriate for long-term investors
 
n Available only to investors with a total account balance less than $100,000. The total account value for this purpose includes all accounts eligible for Rights of Accumulation.
 
n Generally more appropriate for short-term investors
n Purchase orders limited to amounts less than $1,000,000
 
n Generally, available only to employee benefit plans
 
n Generally, available only to investors who purchase through fee-based advisory accounts with an approved financial intermediary or to any current, former or retired trustee, director, officer or employee (or immediate family member of a current, former or retired trustee, director, officer or employee) of any AIM Fund or of Invesco Ltd. or any of its subsidiaries.
 
n Generally closed to new investors
 
     
1
  Class A2 shares of AIM Tax-Free Intermediate Fund and Investor Class shares of AIM Money Market Fund, AIM Tax-Exempt Cash Fund, Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio do not have a 12b-1 fee.
2
  Class B shares of AIM Money Market Fund convert to AIM Cash Reserve Shares.
3
  CDSC does not apply to redemption of Class C shares of AIM LIBOR Alpha Fund or AIM Short Term Bond Fund unless you received Class C shares of AIM LIBOR Alpha Fund or AIM Short Term Bond Fund through an exchange from Class C shares from another AIM Fund that is still subject to a CDSC.
4
  Class C shares of AIM Floating Rate Fund have a 12b-1 fee of 0.75%.
5
  Effective April 1, 2010, Class R shares no longer have a contingent deferred sales charge on certain redemptions.
 
In addition to the share classes shown in the chart above, the following Funds offer the following additional share classes on a limited basis:
 
n  Class A2 shares: AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund;
 
n  Class P shares: AIM Summit Fund;
 
n  Class S shares: AIM Charter Fund, AIM Conservative Allocation Fund, AIM Growth Allocation Fund, AIM Moderate Allocation Fund and AIM Summit Fund; and
 
n  AIM Cash Reserve Shares: AIM Money Market Fund.
 
Share Class Eligibility
 
Class A, B, C and AIM Cash Reserve Shares
Class A, B, C and AIM Cash Reserve Shares are available to all retail investors, including individuals, trusts, corporations and other business and charitable organizations and eligible employee benefit plans. The share classes offer different fee structures which are intended to compensate financial intermediaries for services provided in connection with the sale of shares and continued maintenance of the customer relationship. You should consider the services provided by your financial adviser and
 
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any other financial intermediaries who will be involved in the servicing of your account when choosing a share class.
 
Class B shares are not available as an investment for retirement plans maintained pursuant to Section 401 of the Internal Revenue Code (the Code). These plans include 401(k) plans (including AIM Solo 401(k) plans), money purchase pension plans and profit sharing plans. However, plans that have existing accounts invested in Class B shares will continue to be allowed to make additional purchases.
 
Effective April 30, 2010, AIM Solo 401(k) are hereby changed to Invesco Solo 401(k).
 
Class A2 Shares
Class A2 shares, which are offered only on AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund, are closed to new investors. All references in this Prospectus to Class A shares, shall include Class A2 shares, unless otherwise noted.
 
Class P Shares
In addition to the other share classes discussed herein, the AIM Summit Fund offers Class P shares, which were historically sold only through the AIM Summit Investors Plans I and II (each a Plan and, collectively, the Summit Plans). Class P shares are sold with no initial sales charge and have a 12b-1 fee of 0.10%. However, Class P shares are not sold to members of the general public. Only shareholders who had accounts in the Summit Plans at the close of business on December 8, 2006 may purchase Class P shares and only until the total of their combined investments in the Summit Plans and in Class P shares directly equals the face amount of their former Plan under the 30 year extended investment option. The face amount of a Plan is the combined total of all scheduled monthly investments under the Plan. For a Plan with a scheduled monthly investment of $100.00, the face amount would have been $36,000.00 under the 30 year extended investment option.
 
Class R Shares
Class R shares are generally available only to eligible employee benefit plans. These may include, for example, retirement and deferred compensation plans maintained pursuant to Sections 401, 403, and 457 of the Code; nonqualified deferred compensation plans; health savings accounts maintained pursuant to Section 223 of the Code; and voluntary employees’ beneficiary arrangements maintained pursuant to Section 501(c)(9) of the Code. Retirement plans maintained pursuant to Section 401 generally include 401(k) plans, profit sharing plans, money purchase pension plans, and defined benefit plans. Class R shares are generally not available for individual retirement accounts (IRAs) such as traditional, Roth, SEP, SAR-SEP and SIMPLE IRAs.
 
Class S Shares
Class S shares are limited to investors who purchase shares with the proceeds received from a systematic contractual investment plan redemption within the 12-months prior to purchasing Class S shares, and who purchase through an approved financial intermediary that has an agreement with the distributor to sell Class S shares. Class S shares are not otherwise sold to members of the general public. An investor purchasing Class S shares will not pay an initial sales charge. The investor will no longer be eligible to purchase additional Class S shares at that point where the value of the contributions to the prior systematic contractual investment plan combined with the subsequent Class S share contributions equals the face amount of what would have been the investor’s systematic contractual investment plan under the 30-year investment option. The face amount of a systematic contractual investment plan is the combined total of all scheduled monthly investments under that plan. For a plan with a scheduled monthly investment of $100.00, the face amount would have been $36,000.00 under the 30-year extended investment option.
 
Class Y Shares
Class Y shares are generally available to investors who purchase through a fee-based advisory account with an approved financial intermediary or to any current, former or retired trustee, director, officer or employee (or immediate family members of a current, former or retired trustee, director, officer or employee) of any AIM Fund or of Invesco Ltd. or any of its subsidiaries. In fee-based advisory programs, a financial intermediary typically charges each investor a fee based on the value of the investor’s account in exchange for servicing that account.
 
Investor Class Shares
Some of the Funds offer Investor Class shares. Investor Class shares are sold with no initial sales charge and have a maximum 12b-1 fee of 0.25%. Investor Class shares are not sold to members of the general public. Only the following persons may purchase Investor Class shares:
n  Investors who established accounts prior to April 1, 2002, in Investor Class shares who have continuously maintained an account in Investor Class shares (this includes anyone listed in the registration of an account, such as a joint owner, trustee or custodian, and immediate family members of such persons). These investors are referred to as “grandfathered investors.”
n  Customers of certain financial intermediaries which have had relationships with the Funds’ distributor or any Funds that offered Investor Class shares prior to April 1, 2002, who have continuously maintained such relationships. These intermediaries are referred to as “grandfathered intermediaries.”
n  Eligible employee benefit plans. Investor Class shares are generally not available for IRAs unless the IRA depositor is considered a grandfathered investor or the account is opened through a grandfathered intermediary.
n  Any current, former or retired trustee, director, officer or employee (or immediate family member of a current, former or retired trustee, director, officer or employee) of any AIM Fund or of Invesco Ltd. or any of its subsidiaries.
 
Distribution and Service (12b-1) Fees
Except as noted below, each Fund has adopted a distribution plan pursuant to SEC Rule 12b-1. A 12b-1 plan allows a Fund to pay distribution fees to Invesco Aim Distributors, Inc. (Invesco Aim Distributors) to compensate or reimburse, as applicable, Invesco Aim Distributors for its efforts in connection with the sale and distribution of the Fund’s shares and for services provided to shareholders, all or a substantial portion of which are paid to the dealer of record. Because the Funds pay these fees out of their assets on an ongoing basis, over time these fees will increase the cost of your investment and may cause you to pay more than the maximum permitted initial sales charges described in this prospectus.
 
The following Funds and share classes do not have 12b-1 plans:
n  AIM Tax-Free Intermediate Fund, Class A2 shares.
n  AIM Money Market Fund, Investor Class shares.
n  AIM Tax-Exempt Cash Fund, Investor Class shares.
n  Premier Portfolio, Investor Class shares.
n  Premier U.S. Government Money Portfolio, Investor Class shares.
n  Premier Tax-Exempt Portfolio, Investor Class shares.
n  All Funds, Class Y shares
Under the applicable distribution plan, the Funds may pay distribution and service fees up to the following amounts with respect to each Fund’s average daily net assets with respect to such class:
n  Class A shares: 0.25%
n  Class B shares: 1.00%
n  Class C shares: 1.00%
n  Class R shares: 0.50%
n  Class S shares: 0.15%
n  Investor Class shares: 0.25%
 
Please refer to the prospectus fee table for more information on a particular Fund’s 12b-1 fees.
 
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Initial Sales Charges (Class A Shares Only)
The Funds are grouped into four categories for determining initial sales charges. The “Other Information” section of each Fund’s prospectus will tell you the sales charge category in which the Fund is classified. As used below, the term “offering price” with respect to all categories of Class A shares includes the initial sales charge.
 
                         
Category I Initial Sales Charges
        Investor’s Sales Charge
Amount invested
  As a % of
  As a % of
in a single transaction   Offering Price   Investment
 
Less than
  $ 25,000       5.50 %     5.82 %
$25,000 but less than
  $ 50,000       5.25       5.54  
$50,000 but less than
  $ 100,000       4.75       4.99  
$100,000 but less than
  $ 250,000       3.75       3.90  
$250,000 but less than
  $ 500,000       3.00       3.09  
$500,000 but less than
  $ 1,000,000       2.00       2.04  
 
                         
Category II Initial Sales Charges
        Investor’s Sales Charge
Amount invested
  As a % of
  As a % of
in a single transaction   Offering Price   Investment
 
Less than
  $ 50,000       4.75 %     4.99 %
$50,000 but less than
  $ 100,000       4.00       4.17  
$100,000 but less than
  $ 250,000       3.75       3.90  
$250,000 but less than
  $ 500,000       2.50       2.56  
$500,000 but less than
  $ 1,000,000       2.00       2.04  
 
                         
Category III Initial Sales Charges
        Investor’s Sales Charge
Amount invested
  As a % of
  As a % of
in a single transaction   Offering Price   Investment
 
Less than
  $ 100,000       1.00 %     1.01 %
$100,000 but less than
  $ 250,000       0.75       0.76  
$250,000 but less than
  $ 1,000,000       0.50       0.50  
 
                         
Category IV Initial Sales Charges
        Investor’s Sales Charge
Amount invested
  As a % of
  As a % of
in a single transaction   Offering Price   Investment
 
Less than
  $ 100,000       2.50 %     2.56 %
$100,000 but less than
  $ 250,000       1.75       1.78  
$250,000 but less than
  $ 500,000       1.25       1.27  
$500,000 but less than
  $ 1,000,000       1.00       1.01  
Effective April 1, 2010, the tables “Category I Initial Sales Charges” and “Category II Initial Sales Charges” appearing above will be replaced by the following two tables:
 
                         
Category I Initial Sales Charges
        Investor’s Sales Charge
Amount invested
  As a % of
  As a % of
in a single transaction   Offering Price   Investment
 
Less than
  $ 50,000       5.50 %     5.82 %
$50,000 but less than
  $ 100,000       4.50       4.71  
$100,000 but less than
  $ 250,000       3.50       3.63  
$250,000 but less than
  $ 500,000       2.75       2.83  
$500,000 but less than
  $ 1,000,000       2.00       2.04  
 
                         
Category II Initial Sales Charges
        Investor’s Sales Charge
Amount invested
  As a % of
  As a % of
in a single transaction   Offering Price   Investment
 
Less than
  $ 50,000       4.75 %     4.99 %
$50,000 but less than
  $ 100,000       4.25       4.44  
$100,000 but less than
  $ 250,000       3.50       3.63  
$250,000 but less than
  $ 500,000       2.50       2.56  
$500,000 but less than
  $ 1,000,000       2.00       2.04  
 
Class A Shares Sold Without an Initial Sales Charge
Certain categories of investors are permitted to purchase and certain intermediaries are permitted to sell Class A shares of the Funds without an initial sales charge because their transactions involve little or no expense. The investors who may purchase Class A shares without paying an initial sales charge include the following:
n  Investors who purchase shares through a fee-based advisory account with an approved financial intermediary or any current or retired trustee, director, officer or employee of any AIM Fund or of Invesco Ltd. or any of its subsidiaries. In a fee based advisory program, a financial intermediary typically charges each investor a fee based on the value of the investor’s account in exchange for servicing that account.
n  Any investor who purchases their shares with the proceeds of a rollover, transfer or distribution from a retirement plan or individual retirement account for which Invesco Aim Distributors acts as the prototype sponsor to another eligible retirement plan or individual retirement account for which Invesco Aim Distributors acts as the prototype sponsor, to the extent that such proceeds are attributable to the redemption of shares of a Fund held through the plan or account.
n  Certain retirement plans (the “Plan” or “Plans”); provided, however, that such Plans:
  n  a. have assets of at least $1 million; or
  n  b. have at least 100 employees eligible to participate in the Plan; or
  n  c. execute multiple-plan transactions through a single omnibus account per Fund.
n  Any investor who maintains an account in Investor Class shares of a Fund (this includes anyone listed in the registration of an account, such as a joint owner, trustee or custodian, and immediate family members of such persons).
n  Qualified Tuition Programs created and maintained in accordance with Section 529 of the Code.
n  Insurance company separate accounts.
 
No investor will pay an initial sales charge in the following circumstances:
n  When buying Class A shares of AIM Tax-Exempt Cash Fund and Class A2 shares of AIM Limited Maturity Treasury Fund or AIM Tax-Free Intermediate Fund.
n  When reinvesting dividends and distributions.
n  When exchanging shares of one Fund, that were previously assessed a sales charge, for shares of another Fund.
n  As a result of a Fund’s merger, consolidation, or acquisition of the assets of another Fund.
 
Reduced Sales Charges and Sales Charge Exceptions
You may qualify for reduced sales charges or sales charge exceptions. Qualifying types of accounts for you and your “Immediate Family” as described in a Fund’s SAI include individual, joint, certain trusts, 529 college savings plan and Coverdell Education Savings, certain retirement plans established for the benefit of an individual, and Uniform Gifts/Transfers to Minor Acts accounts. To qualify for these reductions or exceptions, you or your financial adviser must notify the transfer agent and provide the necessary documentation at the time of purchase that
 
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your purchase qualifies for such treatment. Certain individuals and employer-sponsored retirement plans may link accounts for the purpose of qualifying for lower initial sales charges.
 
Purchases of Class A shares of AIM Tax-Exempt Cash Fund, AIM Cash Reserve Shares of AIM Money Market Fund and Investor Class shares of any fund will not be taken into account in determining whether a purchase qualifies for a reduction in initial sales charges pursuant to Rights of Accumulation or Letters of Intent.
 
Rights of Accumulation
You may combine your new purchases of Class A shares of a Fund with other Fund shares currently owned (Class A, B, C, P, R, S or Y) for the purpose of qualifying for the lower initial sales charge rates that apply to larger purchases. The applicable initial sales charge for the new purchase is based on the total of your current purchase and the value of other shares owned based on their current public offering price. The transfer agent may automatically link certain accounts registered in the same name with the same taxpayer identification number for the purpose of qualifying you for lower initial sales charge rates.
 
Letters of Intent
Under a Letter of Intent (LOI), you commit to purchase a specified dollar amount of Class A shares of one or more Funds during a 13-month period. The amount you agree to purchase determines the initial sales charge you pay. If the full amount committed to in the LOI is not invested by the end of the 13-month period, your account will be assessed the higher initial sales charge that would normally be applicable to the amount actually invested.
 
Reinstatement Following Redemption
If you redeem shares of a Fund, you may reinvest all or a portion of the proceeds from the redemption in the same share class of any Fund in the same Category within 180 days of the redemption without paying an initial sales charge. Class B, P and S redemptions may be reinvested only into Class A shares with no initial sales charge. Class Y redemptions may be reinvested into either Class Y shares or Class A shares with no initial sales charge.
 
This reinstatement privilege does not apply to a purchase made through a regularly scheduled automatic investment plan, such as a purchase by a regularly scheduled payroll deduction or transfer from a bank account.
 
In order to take advantage of this reinstatement privilege, you must inform your financial adviser or the transfer agent that you wish to do so at the time of your investment.
 
Contingent Deferred Sales Charges (CDSCS)
 
CDSCs on Class A Shares and AIM Cash Reserve Shares of AIM Money Market Fund
You can purchase $1,000,000 or more (a Large Purchase) of Class A shares of Category I, II and IV Funds without paying an initial sales charge. However, if you redeem these shares prior to 18 months after the date of purchase, they will be subject to a CDSC of 1%.
 
If you currently own Class A shares of a Category I, II or IV Fund, and make additional purchases without paying an initial sales charge that result in account balances of $1,000,000 or more, the additional shares purchased will be subject to an 18-month, 1% CDSC.
 
If Invesco Aim Distributors pays a concession to the dealer of record in connection with a Large Purchase of Class A shares by an employee benefit plan, the Class A shares may be subject to a 1% CDSC if all of the plan’s shares are redeemed within one year from the date of the plan’s initial purchase.
 
If you acquire AIM Cash Reserve Shares of AIM Money Market Fund or Class A shares of AIM Tax-Exempt Cash Fund through an exchange involving Class A shares that were subject to a CDSC, the shares acquired as a result of the exchange will continue to be subject to that same CDSC.
 
CDSCs on Class B Shares and on Class C Shares of Funds Other Than AIM LIBOR Alpha Fund and AIM Short Term Bond Fund
Class B and Class C shares are sold without an initial sales charge. However, they are subject to a CDSC. If you redeem your shares during the CDSC period, you will be assessed a CDSC as follows, unless you qualify for one of the CDSC exceptions outlined below:
 
                 
Year since purchase made:   Class B   Class C
 
First
    5 %     1 %
Second
    4       None  
Third
    3       None  
Fourth
    3       None  
Fifth
    2       None  
Sixth
    1       None  
Seventh and following
    None       None  
 
CDSCs on Class C Shares—Employee Benefit Plan
Invesco Aim Distributors pays a concession to the dealer of record in connection with a purchase of Class C shares by an employee benefit plan; the Class C shares are subject to a 1.00% CDSC at the time of redemption if all of the plan’s shares are redeemed within one year from the date of the plan’s initial purchase.
 
CDSCs on Class C Shares of AIM LIBOR Alpha Fund and AIM Short Term Bond Fund
Class C shares of AIM LIBOR Alpha Fund and AIM Short Term Bond Fund are not normally subject to a CDSC. However, if you acquired shares of those Funds through an exchange, and the shares originally purchased were subject to a CDSC, the shares acquired as a result of the exchange will continue to be subject to that same CDSC. Conversely, if you acquire Class C shares of any other Fund as a result of an exchange involving Class C shares of AIM LIBOR Alpha Fund or AIM Short Term Bond Fund that were not subject to a CDSC, then the shares acquired as a result of the exchange will not be subject to a CDSC.
 
CDSCs on Class R Shares
Class R shares are not normally subject to a CDSC. However, if Invesco Aim Distributors pays a concession to the dealer of record in connection with a purchase of Class R shares by an employee benefit plan, the Class R shares are subject to a 0.75% CDSC at the time of redemption if all of the plan’s shares are redeemed within one year from the date of the plan’s initial purchase.
 
Effective April 1, 2010, the preceding paragraph is deleted.
 
Computing a CDSC
The CDSC on redemptions of shares is computed based on the lower of their original purchase price or current net asset value, net of reinvested dividends and capital gains distributions. In determining whether to charge a CDSC, shares are accounted for on a first-in, first-out basis, which means that you will redeem shares on which there is no CDSC first and, then, shares in the order of their purchase.
 
CDSC Exceptions
Investors who own shares that are otherwise subject to a CDSC will not pay a CDSC in the following circumstances:
n  If you participate in the Systematic Redemption Plan and withdraw up to 12% of the value of your shares that are subject to a CDSC in any twelve-month period.
n  If you redeem shares to pay account fees.
 
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n  If you are the executor, administrator or beneficiary of an estate or are otherwise entitled to assets remaining in an account following the death or post-purchase disability of a shareholder or beneficial owner and you choose to redeem those shares.
 
There are other circumstances under which you may be able to redeem shares without paying CDSCs.
 
Shares acquired through the reinvestment of dividends and distributions are not subject to CDSCs.
 
The following share classes are sold with no CDSC:
n  Class A shares of AIM Tax-Exempt Cash Fund.
n  Class A2 shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund.
n  AIM Cash Reserve Shares of AIM Money Market Fund.
n  Investor Class shares of any Fund.
n  Class P shares of AIM Summit Fund.
n  Class S shares of AIM Charter Fund, AIM Conservative Allocation Fund, AIM Growth Allocation Fund, AIM Moderate Allocation Fund and AIM Summit Fund.
n  Class Y shares of any Fund.
 
CDSCs Upon Converting to Class Y Shares
If shares that are subject to a CDSC are converted to Class Y shares, the applicable CDSC will be assessed prior to conversion.
 
Redemption Fees
Certain Funds impose a 2% redemption fee (on redemption proceeds) if you redeem or exchange shares within 31 days of purchase. Please refer to the applicable Fund’s prospectus to determine whether that Fund imposes a redemption fee. As of the date of this prospectus, the following Funds impose redemption fees:
 
         
AIM Asia Pacific Growth Fund
AIM China Fund
AIM Developing Markets Fund
AIM European Growth Fund
AIM European Small Company Fund
AIM Floating Rate Fund
AIM Global Core Equity Fund
AIM Global Equity Fund
AIM Global Growth Fund
 
AIM Global Health Care Fund
AIM Global Real Estate Fund
AIM Global Small & Mid Cap Growth Fund
AIM Gold & Precious Metals Fund
AIM High Yield Fund
AIM International Allocation Fund
 
AIM International Core Equity Fund
AIM International Growth Fund
AIM International Small Company Fund
AIM International Total Return Fund
AIM Japan Fund
AIM Trimark Fund
 
The redemption fee will be retained by the Fund from which you are redeeming or exchanging shares, and is intended to offset the trading costs, market impact and other costs associated with short-term money movements in and out of the Fund. The redemption fee is imposed on a first-in, first-out basis, which means that you will redeem shares in the order of their purchase.
 
Redemption fees generally will not be charged in the following circumstances:
n  Redemptions and exchanges of shares held in accounts maintained by intermediaries that do not have the systematic capability to assess the redemption fees.
n  Redemptions and exchanges of shares held by funds of funds, qualified tuition plans maintained pursuant to Section 529 of the Code, variable insurance contracts or separately managed qualified default investment alternative vehicles maintained pursuant to Section 404(c)(5) of the Employee Retirement Income Security Act of 1974, as amended (ERISA), which use the Funds as underlying investments.
n  Redemptions and exchanges effectuated pursuant to automatic investment rebalancing or dollar cost averaging programs or systematic withdrawal plans.
n  Redemptions requested within 31 days following the death or post-purchase disability of an account owner.
n  Redemptions or exchanges initiated by a Fund.
 
The following shares are not subject to redemption fees, irrespective of whether they are redeemed in accordance with any of the exceptions set forth above:
n  Shares acquired through the reinvestment of dividends and distributions.
n  Shares acquired through systematic purchase plans.
n  Shares acquired in connection with a rollover or transfer of assets from the trustee or custodian of an employee benefit plan to the trustee or custodian of another employee benefit plan.
 
Shares held by employee benefit plans will only be subject to redemption fees if the shares were acquired by exchange and are redeemed by exchange within 31 days of purchase.
 
Some investments in the Funds are made through accounts that are maintained by intermediaries (rather than the Funds’ transfer agent) and some investments are made indirectly through products that use the Funds as underlying investments, such as employee benefit plans, Funds of Funds, qualified tuition plans, and variable insurance contracts (these products are generally referred to as conduit investment vehicles). If shares of the Funds are held in an account maintained by an intermediary or in the name of a conduit investment vehicle (and not in the names of individual investors), the intermediary account or conduit investment vehicle may be considered an individual shareholder of the Funds for purposes of assessing redemption fees. In these cases, the Funds are likely to be limited in their ability to assess redemption fees on transactions initiated by individual investors, and the applicability of redemption fees will be determined based on the aggregate holdings and redemptions of the intermediary account or the conduit investment vehicle.
 
If shares of the Funds are held in an account maintained by an intermediary or in the name of a conduit investment vehicle (and not in the names of individual investors), the intermediary or conduit investment vehicle may impose rules intended to limit short-term money movements in and out of the Funds which differ from those described in this prospectus. In such cases, there may be redemption fees imposed by the intermediary or conduit investment vehicle on different terms (and subject to different exceptions) than those set forth above. Please consult your financial adviser or other financial intermediary for details.
 
The Funds have the discretion to waive the 2% redemption fee if a Fund is in jeopardy of losing its registered investment company qualification for tax purposes.
 
Your financial adviser or other financial intermediary may charge service fees for handling redemption transactions. Your shares also may be subject to a CDSC in addition to the redemption fee.
 
Purchasing Shares
If you hold your shares through a financial intermediary, your eligibility to purchase shares and the terms by which you may purchase, redeem and exchange shares may differ depending on that institution’s policies.
 
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Minimum Investments
There are no minimum investments for Class P, R or S shares for fund accounts. The minimum investments for Class A, B, C, Y and Investor Class shares for fund accounts are as follows:
 
                 
        Additional
    Initial Investment
  Investments
Type of Account   Per Fund   Per Fund
 
Asset or fee-based accounts managed by your financial adviser
    None       None  
Eligible employee benefit plans, SEP, SARSEP and SIMPLE IRA plans
    None       None  
IRAs, Roth IRAs and Coverdell ESAs accounts if the new investor is purchasing shares through a systematic purchase plan
  $ 25     $ 25  
All other accounts if the investor is purchasing shares through a systematic purchase plan
    50       50  
IRAs, Roth IRAs and Coverdell ESAs
    250       25  
All other accounts
    1,000       50  
Invesco Aim Distributors has the discretion to accept orders for lesser amounts
               
 
How to Purchase Shares
 
         
    Opening An Account   Adding To An Account
 
Through a Financial Adviser   Contact your financial adviser.   Contact your financial adviser.
By Mail   Mail completed account application and check to the transfer agent,
Invesco Aim Investment Services, Inc.,
P.O. Box 4739, Houston, TX 77210-4739.
Invesco Aim Investment Services, Inc. does NOT accept the following types of payments: Credit Card Checks, Third Party Checks, and Cash*.
  Mail your check and the remittance slip from your confirmation statement to the transfer agent. Invesco Aim Investment Services, Inc. does NOT accept the following types of payments: Credit Card Checks, Third Party Checks, and Cash*.
By Wire   Mail completed account application to the transfer agent. Call the transfer agent at (800) 959-4246 to receive a reference number. Then, use the wire instructions provided below.   Call the transfer agent to receive a reference number. Then, use the wire instructions provided below.
Wire Instructions   Beneficiary Bank ABA/Routing #: 021000021
Beneficiary Account Number: 00100366807
Beneficiary Account Name: Invesco Aim Investment Services, Inc.
RFB: Fund Name, Reference #
OBI: Your Name, Account #
By Telephone   Open your account using one of the methods described above.   Select the Bank Account Information option on your completed account application or complete a Systematic Options and Bank Information Form. Mail the application or form to the transfer agent. Once the transfer agent has received the form, call the transfer agent at the number below to place your purchase order.
Automated Investor Line   Open your account using one of the methods described above.   Call the Invesco Aim Investment Services, Inc. 24-hour Automated Investor Line at 1-800-246-5463. You may place your order after you have provided the bank instructions that will be requested.
By Internet   Open your account using one of the methods described above.   Access your account at www.invescoaim.com. The proper bank instructions must have been provided on your account. You may not purchase shares in retirement accounts on the internet.
 
     
*
  In addition, Invesco Aim Investment Services, Inc. does not accept cash equivalents for employer sponsored plan accounts. Cash equivalents include cashier’s checks, official checks, bank drafts, traveler’s checks, treasurer’s checks, postal money orders or money orders. We also reserve the right to reject at our sole discretion payment by Temporary / Starter Checks.
 
Purchase orders will not be processed unless the account application and purchase payment are received in good order. In accordance with the USA PATRIOT Act, if you fail to provide all the required information requested in the current account application, your purchase order will not be processed. Additionally, federal law requires that the Fund verify and record your identifying information.
 
Systematic Purchase Plan
You can arrange for periodic investments in any of the Funds by authorizing the transfer agent to withdraw the amount of your investment from your bank account on a day or dates you specify and in an amount of at least $25 per Fund for IRAs, Roth IRAs and Coverdell ESAs, and at least $50 per Fund for all other types of accounts. You may stop the Systematic Purchase Plan at any time by giving the transfer agent notice ten days prior to your next scheduled withdrawal. Certain financial advisers and other financial intermediaries may also offer systematic purchase plans.
 
Dollar Cost Averaging
Dollar Cost Averaging allows you to make automatic periodic exchanges, if permitted, from one Fund to another Fund or multiple other Funds. The account from which exchanges are to be made must have a minimum balance of $5,000 before you can use this option. Exchanges will occur on (or about) the day of the month you specify, in the amount you specify. Dollar Cost Averaging cannot be set up for the 29th through the 31st of the month. The minimum amount you can exchange to another Fund is $50. Certain financial advisers and other financial intermediaries may also offer dollar cost averaging programs. If you participate in one of these programs and it is the same or similar to Invesco Aim’s Dollar Cost Averaging program, exchanges made under the program generally will not be counted toward the limitation of four exchanges out of a Fund per calendar year, discussed below.
 
Automatic Dividend and Distribution Investment
Your dividends and distributions may be paid in cash or reinvested in the same Fund or another Fund without paying an initial sales charge. Unless you specify otherwise, your dividends and distributions will automatically be reinvested in the same Fund. If you elect to receive your distributions by check, and the distribution amount is $10 or less, then the amount will be automatically reinvested in the same Fund and no check will be issued. If you have elected to receive distributions by check, and the postal service is unable to deliver checks to your address of record, then your distribution election may be converted to having all subsequent
 
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distributions reinvested in the same Fund and no checks will be issued. With respect to certain account types, if your check remains uncashed for six months, the Fund generally reserves the right to reinvest your distribution check in your account at NAV and to reinvest all subsequent distributions in shares of the Fund. Such checks will be reinvested into the same share class of the Fund unless you own shares in both class A and class B of the same Fund, in which case the check will be reinvested into the class A shares. You should contact the transfer agent to change your distribution option, and your request to do so must be received by the transfer agent before the record date for a distribution in order to be effective for that distribution. No interest will accrue on amounts represented by uncashed distribution checks.
 
You must comply with the following requirements to be eligible to invest your dividends and distributions in shares of another Fund:
n  Your account balance in the Fund paying the dividend or distribution must be at least $5,000; and
n  Your account balance in the Fund receiving the dividend or distribution must be at least $500.
 
Portfolio Rebalancing Program
If you have at least $5,000 in your account, you may participate in the Portfolio Rebalancing Program. Under this Program, you can designate how the total value of your Fund holdings should be rebalanced, on a percentage basis, between two and ten of your Funds on a quarterly, semiannual or annual basis. Your portfolio will be rebalanced through the exchange of shares in one or more of your Funds for shares of the same class of one or more other Funds in your portfolio. Rebalancing will not occur if your portfolio is within 2% of your stated allocation. If you wish to participate in the Program, make changes or cancel the Program, the transfer agent must receive your request to participate, changes, or cancellation in good order at least five business days prior to the next rebalancing date, which is normally the 28th day of the last month of the period you choose. We may modify, suspend or terminate the Program at any time on 60 days’ prior written notice to participating investors. Certain financial advisers and other financial intermediaries may also offer portfolio rebalancing programs. If you participate in one of these programs and it is the same as or similar to Invesco Aim’s program, exchanges made under the program generally will not be counted toward the limitation of four exchanges out of a Fund per calendar year, discussed below.
 
Redeeming Shares
For Funds other than Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio, the transfer agent or authorized intermediary, if applicable, must receive your call during the hours of the customary trading session of the New York Stock Exchange (NYSE) in order to effect the redemption at that day’s net asset value. For Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio, the transfer agent or authorized intermediary, if applicable, must receive your call before the Funds’ net asset value determination in order to effect the redemption that day.
 
     
How to Redeem Shares
 
Through a Financial Adviser or Financial Intermediary   Contact your financial adviser or financial intermediary (including your retirement plan administrator).
By Mail   Send a written request to the transfer agent which includes:
   
n Original signatures of all registered owners/trustees;
   
n The dollar value or number of shares that you wish to redeem;
   
n The name of the Fund(s) and your account number; and
   
n Signature guarantees, if necessary (see below).
    The transfer agent may require that you provide additional documentation, or information, such as corporate resolutions or powers of attorney, if applicable. If you are redeeming from an IRA or other type of retirement account, you must complete the appropriate distribution form, as well as employer authorization.
By Telephone   Call the transfer agent at 1-800-959-4246. You will be allowed to redeem by telephone if:
   
n Your redemption proceeds are to be mailed to your address on record (and there has been no change in your address of record within the last 30 days) or transferred electronically to a pre-authorized checking account;
   
n You do not hold physical share certificates;
   
n You can provide proper identification information;
   
n Your redemption proceeds do not exceed $250,000 per Fund; and
   
n You have not previously declined the telephone redemption privilege.
    You may, in limited circumstances, initiate a redemption from an Invesco Aim IRA account by telephone. Redemptions from other types of retirement plan accounts may be initiated only in writing and require the completion of the appropriate distribution form, as well as employer authorization.
Automated Investor Line   Call the Invesco Aim Investment Services, Inc. 24-hour Automated Investor Line at 1-800-246-5463. You may place your redemption order after you have provided the bank instructions that will be requested.
By Internet   Place your redemption request at www.invescoaim.com. You will be allowed to redeem by Internet if:
   
n You do not hold physical share certificates;
   
n You can provide proper identification information;
   
n Your redemption proceeds do not exceed $250,000 per Fund; and
   
n You have already provided proper bank information.
    Redemptions from most retirement plan accounts may be initiated only in writing and require the completion of the appropriate distribution form, as well as employer authorization.
 
Timing and Method of Payment
We normally will send out payments within one business day, and in any event no more than seven days, after your redemption request is received in good order (meaning that all necessary information and documentation related to the redemption request have been provided to the transfer agent or authorized intermediary, if applicable). If you redeem shares recently purchased by check or ACH, you may be required to wait up to ten business days before we send your redemption proceeds. This delay is necessary to ensure that the purchase has cleared. Payment may be postponed under unusual circumstances, as allowed by the SEC, such as when the NYSE restricts or suspends trading.
 
Redemption checks are mailed to your address of record, via first class U.S. mail, unless you make other arrangements with the transfer agent.
 
We use reasonable procedures to confirm that instructions communicated via telephone and the Internet are genuine, and we are not liable for losses arising from actions taken in accordance with instructions that are reasonably believed to be genuine.
 
Expedited Redemptions (AIM Cash Reserve Shares of AIM Money Market Fund only)
If you place your redemption order by telephone, before 11:30 a.m. Eastern Time and request an expedited redemption, we will transmit payment of redemption proceeds on that same day via federal wire to a bank of record on your account. If we receive your redemption order after 11:30 a.m. Eastern Time and before the close of the customary trading session of the NYSE, we will transmit payment on the next business day.
 
Systematic Withdrawals
You may arrange for regular periodic withdrawals from your account in amounts equal to or greater than $50 per Fund. We will redeem the appropriate number of shares from your account to provide redemption proceeds in the amount requested. You must have a total account balance of at least $5,000 in order to establish a Systematic Redemption Plan,
 
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unless you are establishing a Required Minimum Distribution for a retirement plan. You can stop this plan at any time by giving ten days prior notice to the transfer agent.
 
Check Writing
The transfer agent provides check writing privileges for accounts in the following Funds and share classes:
n  AIM Money Market Fund, AIM Cash Reserve Shares, Class Y shares and Investor Class shares
n  AIM Tax-Exempt Cash Fund, Class A shares, Class Y shares and Investor Class shares
n  Premier Portfolio, Investor Class shares
n  Premier Tax-Exempt Portfolio, Investor Class shares
n  Premier U.S. Government Money Portfolio, Investor Class shares
 
You may redeem shares of these Funds by writing checks in amounts of $250 or more if you have completed an authorization form.
 
Redemption by check is not available for retirement accounts. Checks are not eligible to be converted to ACH by the payee. You may not give authorization to a payee by phone to debit your account by ACH for a debt owed to the payee.
 
Signature Guarantees
We require a signature guarantee in the following circumstances:
n  When your redemption proceeds will equal or exceed $250,000 per Fund.
n  When you request that redemption proceeds be paid to someone other than the registered owner of the account.
n  When you request that redemption proceeds be sent somewhere other than the address of record or bank of record on the account.
n  When you request that redemption proceeds be sent to a new address or an address that changed in the last 30 days.
 
The transfer agent will accept a guarantee of your signature by a number of different types of financial institutions. Call the transfer agent for additional information. Some institutions have transaction amount maximums for these guarantees. Please check with the guarantor institution to determine whether the signature guarantee offered will be sufficient to cover the value of your transaction request.
 
Redemptions in Kind
Although the Funds generally intend to pay redemption proceeds solely in cash, the Funds reserve the right to determine, in their sole discretion, whether to satisfy redemption requests by making payment in securities or other property (known as a redemption in kind).
 
Redemptions Initiated by the Funds
If your account (Class A, B, C, P, S and Investor Class shares only) has been open at least one year, you have not made an additional purchase in the account during the past six calendar months, and the value of your account falls below $500 for three consecutive months, the Funds have the right to redeem the account after giving you 60 days’ prior written notice. You may avoid having your account redeemed during the notice period by bringing the account value up to $500 or by initiating a Systematic Purchase Plan.
 
If the Fund determines that you have not provided a correct Social Security or other tax identification number on your account application, or the Fund is not able to verify your identity as required by law, the Fund may, at its discretion, redeem the account and distribute the proceeds to you.
 
Exchanging Shares
You may, under certain circumstances, exchange shares in one Fund for those of another Fund. An exchange is the purchase of shares in one Fund which is paid for with the proceeds from a redemption of shares of another Fund effectuated on the same day. Any gain on the transaction may be subject to federal income tax. Accordingly, the procedures and processes applicable to redemptions of Fund shares, as discussed under the heading “Redeeming Shares” above, will apply. Before requesting an exchange, review the prospectus of the Fund you wish to acquire.
 
All exchanges are subject to the limitations set forth in the prospectuses of the Funds. If you wish to exchange shares of one Fund for those of another Fund, you must consult the prospectus of the Fund whose shares you wish to acquire to determine whether the Fund is offering shares to new investors and whether you are eligible to acquire shares of that Fund.
 
Permitted Exchanges
Except as otherwise provided herein or in the SAI, you generally may exchange your shares for shares of the same class of another Fund. The following below shows permitted exchanges:
 
     
Exchange From   Exchange To
 
AIM Cash Reserve Shares
  Class A, B, C, R, Y*, Investor Class
Class A
  Class A, Y*, Investor Class, AIM Cash Reserve Shares
Class A2
  Class A, Y*, Investor Class, AIM Cash Reserve Shares
Investor Class
  Class A, Y*, Investor Class
Class P
  Class A, AIM Cash Reserve Shares
Class S
  Class A, S, AIM Cash Reserve Shares
Class B
  Class B
Class C
  Class C, Y*
Class R
  Class R
Class Y
  Class Y
 
     
*
  You may exchange your AIM Cash Reserve Shares, Class A shares, Class C shares or Investor Class shares for Class Y shares of the same Fund if you otherwise qualify to buy that Fund’s Class Y shares. Please consult your financial adviser to discuss the tax implications, if any, of all exchanges into Class Y shares of the same Fund.
 
Exchanges Not Permitted
The following exchanges are not permitted:
n  Investor Class shares cannot be exchanged for Class A shares of any Fund which offers Investor Class shares.
n  Exchanges into Class A2 shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund (also known as the Category III Funds) are not permitted.
n  Class A2 shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund cannot be exchanged for Class A shares of those Funds.
n  AIM Cash Reserve Shares cannot be exchanged for Class B, C or R shares if the shares being exchanged were acquired by exchange from Class A shares of any Fund.
n  AIM Cash Reserve shares, Class A shares, Class A2 shares, Class C shares or Investor Class shares of one Fund can not be exchanged for Class Y shares of a different Fund.
n  All existing systematic exchanges and reallocations will cease and these options will no longer be available on all 403(b) prototype plans.
 
Exchange Conditions
The following conditions apply to all exchanges:
n  Shares must have been held for at least one day prior to the exchange with the exception of dividends and distributions that are reinvested; and
n  If you have physical share certificates, you must return them to the transfer agent in order to effect the exchange.
 
Under unusual market conditions, a Fund may delay the exchange of shares for up to five business days if it determines that it would be materially disadvantaged by the immediate transfer of exchange proceeds. The exchange privilege is not an option or right to purchase shares. Any of the participating Funds or the distributor may modify or terminate this privilege at any time.
 
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Limit on the Number of Exchanges
You will generally be limited to four exchanges out of a Fund per calendar year (other than the money market funds); provided, however, that the following transactions will not count toward the exchange limitation:
n  Exchanges of shares held in accounts maintained by intermediaries that do not have the systematic capability to apply the exchange limitation.
n  Exchanges of shares held by Funds of Funds, qualified tuition plans maintained pursuant to Section 529 of the Code, and insurance company separate accounts which use the Funds as underlying investments.
n  Generally, exchanges effectuated pursuant to automatic investment rebalancing or dollar cost averaging programs.
n  Generally, exchanges on fee-based advisory accounts which involve a periodic rebalancing feature.
n  Exchanges initiated by a Fund or by the trustee, administrator or other fiduciary of an employee benefit plan (not in response to distribution or exchange instructions received from a plan participant).
 
Each Fund reserves the discretion to accept exchanges in excess of these guidelines on a case-by-case basis if the Fund, or its designated agent, believes that granting such exceptions would be consistent with the best interests of shareholders.
 
There is no limit on the number of exchanges out of AIM Limited Maturity Treasury Fund, AIM Money Market Fund, AIM Tax-Exempt Cash Fund, Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio.
 
If you exchange shares of one Fund for shares of multiple other Funds as part of a single transaction, that transaction is counted as one exchange out of a Fund.
 
Initial Sales Charges and CDSCs Applicable to Exchanges
You may be required to pay an initial sales charge when exchanging from a Fund with a lower initial sales charge than the one into which you are exchanging. If you exchange into shares that are subject to a CDSC, we will begin the holding period for purposes of calculating the CDSC on the date you made your initial purchase.
 
Rights Reserved by the Funds
Each Fund and its agents reserve the right at any time to:
n  Reject or cancel all or any part of any purchase or exchange order.
n  Modify any terms or conditions related to the purchase, redemption or exchange of shares of any Fund.
n  Reject or cancel any request to establish a Systematic Purchase Plan, Systematic Redemption Plan or Portfolio Rebalancing Program.
n  Suspend, change or withdraw all or any part of the offering made by this prospectus.
 
Excessive Short-Term Trading Activity (Market Timing) Disclosures
While the Funds provide their shareholders with daily liquidity, their investment programs are designed to serve long-term investors and are not designed to accommodate excessive short-term trading activity in violation of our policies described below. Excessive short-term trading activity in the Funds’ shares (i.e., a purchase of Fund shares followed shortly thereafter by a redemption of such shares, or vice versa) may hurt the long-term performance of certain Funds by requiring them to maintain an excessive amount of cash or to liquidate portfolio holdings at a disadvantageous time, thus interfering with the efficient management of such Funds by causing them to incur increased brokerage and administrative costs. Where excessive short-term trading activity seeks to take advantage of arbitrage opportunities from stale prices for portfolio securities, the value of Fund shares held by long-term investors may be diluted. The Board has adopted policies and procedures designed to discourage excessive or short-term trading of Fund shares for all Funds except the money market funds. However, there is the risk that these Funds’ policies and procedures will prove ineffective in whole or in part to detect or prevent excessive or short-term trading. These Funds may alter their policies at any time without prior notice to shareholders if the adviser believes the change would be in the best interests of long-term shareholders.
 
The Invesco Affiliates and certain of its corporate affiliates (Invesco and such affiliates, collectively, the Invesco Affiliates) currently use the following tools designed to discourage excessive short-term trading in the retail Funds:
n  Trade activity monitoring.
n  Trading guidelines.
n  Redemption fees on trades in certain Funds.
n  The use of fair value pricing consistent with procedures approved by the Board.
 
Each of these tools is described in more detail below. Although these tools are designed to discourage excessive short-term trading, you should understand that none of these tools alone nor all of them taken together eliminate the possibility that excessive short-term trading activity in the Funds will occur. Moreover, each of these tools involves judgments that are inherently subjective. Invesco Affiliates seek to make these judgments to the best of their abilities in a manner that they believe is consistent with long-term shareholder interests.
 
Money Market Funds. The Board of AIM Money Market Fund, AIM Tax-Exempt Cash Fund, Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio (the money market funds) have not adopted any policies and procedures that would limit frequent purchases and redemptions of such Funds’ shares. The Board considered the risks of not having a specific policy that limits frequent purchases and redemptions, and determined that those risks were minimal. Nonetheless, to the extent that a money market fund must maintain additional cash and/or securities with short-term durations in greater amounts than may otherwise be required or borrow to honor redemption requests, the money market fund’s yield could be negatively impacted.
 
The Board does not believe that it is appropriate to adopt any such policies and procedures for the money market funds for the following reasons:
n  The money market funds are offered to investors as cash management vehicles; investors must perceive an investment in such Funds as an alternative to cash, and must be able to purchase and redeem shares regularly and frequently.
n  One of the advantages of a money market fund as compared to other investment options is liquidity. Any policy that diminishes the liquidity of the money market funds will be detrimental to the continuing operations of such Funds.
n  The money market funds’ portfolio securities are valued on the basis of amortized cost, and such Funds seek to maintain a constant net asset value. As a result, there are no price arbitrage opportunities.
n  Because the money market funds seek to maintain a constant net asset value, investors expect to receive upon redemption the amount they originally invested in such Funds. Imposition of redemption fees would run contrary to investor expectations.
 
AIM Limited Maturity Treasury Fund. The Board of AIM Limited Maturity Treasury Fund has not adopted any policies and procedures that would limit frequent purchases and redemptions of such Fund’s shares. The Board considered the risks of not having a specific policy that limits frequent purchases and redemptions and determined that those risks were minimal. Nonetheless, to the extent that AIM Limited Maturity Treasury Fund must maintain additional cash and/or securities with short-term durations in greater amounts than may otherwise be required or borrow to honor redemption requests, AIM Limited Maturity Treasury Fund’s yield could be negatively impacted.
 
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The Board does not believe that it is appropriate to adopt any such policies and procedures for the Fund for the following reasons:
n  Many investors use AIM Limited Maturity Treasury Fund as a short-term investment alternative and should be able to purchase and redeem shares regularly and frequently.
n  One of the advantages of AIM Limited Maturity Treasury Fund as compared to other investment options is liquidity. Any policy that diminishes the liquidity of AIM Limited Maturity Treasury Fund will be detrimental to the continuing operations of such Fund.
 
Trade Activity Monitoring
Invesco Affiliates monitor selected trades on a daily basis in an effort to detect excessive short-term trading activities. If, as a result of this monitoring, Invesco Affiliates believe that a shareholder has engaged in excessive short-term trading, they will seek to act in a manner that they believe is consistent with the best interests of long-term investors, which may include taking steps such as (i) asking the shareholder to take action to stop such activities or (ii) refusing to process future purchases or exchanges related to such activities in the shareholder’s accounts other than exchanges into a money market Fund. Invesco Affiliates will use reasonable efforts to apply the Fund’s policies uniformly given the practical limitations described above.
 
The ability of Invesco Affiliates to monitor trades that are made through accounts that are maintained by intermediaries (rather than the Funds’ transfer agent) and through conduit investment vehicles may be limited.
 
Trading Guidelines
You will be limited to four exchanges out of a Fund per calendar year (other than the money market funds and AIM Limited Maturity Treasury Fund). If you meet the four exchange limit within a Fund in a calendar year, or a Fund or an Invesco Affiliate determines, in its sole discretion, that your short-term trading activity is excessive (regardless of whether or not you exceed such guidelines), it may, in its sole discretion, reject any additional purchase and exchange orders.
 
Redemption Fees
You may be charged a 2% redemption fee if you redeem, including redeeming by exchange, shares of certain Funds within 31 days of purchase. The ability of a Fund to assess a redemption fee on redemptions effectuated through accounts that are maintained by intermediaries (rather than the Funds’ transfer agent) and through conduit investment vehicles may be limited.
 
Fair Value Pricing
Securities owned by a Fund are to be valued at current market value if market quotations are readily available. All other securities and assets of a Fund for which market quotations are not readily available are to be valued at fair value determined in good faith using procedures approved by the Board. Fair value pricing may reduce the ability of frequent traders to take advantage of arbitrage opportunities resulting from potentially “stale” prices of portfolio holdings. However, it cannot eliminate the possibility of frequent trading.
 
Pricing of Shares
 
Determination of Net Asset Value
The price of each Fund’s shares is the Fund’s net asset value per share. The Funds value portfolio securities for which market quotations are readily available at market value. The Funds value all other securities and assets for which market quotations are unavailable or unreliable at their fair value in good faith using procedures approved by the Boards of Trustees of the Funds (collectively, the Board). The Board has delegated the daily determination of good faith fair value methodologies to Invesco’s Valuation Committee, which acts in accordance with Board approved policies. On a quarterly basis, Invesco provides the Board various reports indicating the quality and effectiveness of its fair value decisions on portfolio holdings. Securities and other assets quoted in foreign currencies are valued in U.S. dollars based on the prevailing exchange rates on that day.
 
Even when market quotations are available, they may be stale or unreliable because the security is not traded frequently, trading on the security ceased before the close of the trading market or issuer specific events occurred after the security ceased trading or because of the passage of time between the close of the market on which the security trades and the close of the NYSE and when the Fund calculates its net asset value. Issuer specific events may cause the last market quotation to be unreliable. Such events may include a merger or insolvency, events which affect a geographical area or an industry segment, such as political events or natural disasters, or market events, such as a significant movement in the U.S. market. Where market quotations are not readily available, including where Invesco determines that the closing price of the security is unreliable, Invesco will value the security at fair value in good faith using procedures approved by the Board. Fair value pricing may reduce the ability of frequent traders to take advantage of arbitrage opportunities resulting from potentially “stale” prices of portfolio holdings. However, it cannot eliminate the possibility of frequent trading.
 
Fair value is that amount that the owner might reasonably expect to receive for the security upon its current sale. Fair value requires consideration of all appropriate factors, including indications of fair value available from pricing services. A fair value price is an estimated price and may vary from the prices used by other mutual funds to calculate their net asset values.
 
Invesco may use indications of fair value from pricing services approved by the Board. In other circumstances, the Invesco Valuation Committee may fair value securities in good faith using procedures approved by the Board. As a means of evaluating its fair value process, Invesco routinely compares closing market prices, the next day’s opening prices for the security in its primary market if available, and indications of fair value from other sources. Fair value pricing methods and pricing services can change from time to time as approved by the Board.
 
Specific types of securities are valued as follows:
 
Senior Secured Floating Rate Loans and Senior Secured Floating Rate Debt Securities. Senior secured floating rate loans and senior secured floating rate debt securities are fair valued using evaluated quotes provided by an independent pricing service. Evaluated quotes provided by the pricing service may reflect appropriate factors such as market quotes, ratings, tranche type, industry, company performance, spread, individual trading characteristics, institution-size trading in similar groups of securities and other market data.
 
Domestic Exchange Traded Equity Securities. Market quotations are generally available and reliable for domestic exchange traded equity securities. If market quotations are not available or are unreliable, Invesco will value the security at fair value in good faith using procedures approved by the Board.
 
Foreign Securities. If market quotations are available and reliable for foreign exchange traded equity securities, the securities will be valued at the market quotations. Because trading hours for certain foreign securities end before the close of the NYSE, closing market quotations may become unreliable. If between the time trading ends on a particular security and the close of the customary trading session on the NYSE events occur that are significant and may make the closing price unreliable, the Fund may fair value the security. If an issuer specific event has occurred that Invesco determines, in its judgment, is likely to have affected the closing price of a foreign security, it will price the security at fair value. Invesco also relies on a screening process from a pricing vendor to indicate the degree of certainty, based on historical data, that the closing price in the principal market where a foreign security trades is not the current market value as of the close of the NYSE. For foreign securities where Invesco believes, at the approved degree of certainty, that the price is not reflective of current market value, Invesco will use the indication of fair value from the pricing service to determine the fair value of the security.
 
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The pricing vendor, pricing methodology or degree of certainty may change from time to time.
 
Fund securities primarily traded on foreign markets may trade on days that are not business days of the Fund. Because the net asset value of Fund shares is determined only on business days of the Fund, the value of the portfolio securities of a Fund that invests in foreign securities may change on days when you will not be able to purchase or redeem shares of the Fund.
 
Fixed Income Securities. Government, corporate, asset-backed and municipal bonds, convertible securities, including high yield or junk bonds, and loans, normally are valued on the basis of prices provided by independent pricing services. Prices provided by the pricing services may be determined without exclusive reliance on quoted prices, and may reflect appropriate factors such as institution-size trading in similar groups of securities, developments related to special securities, dividend rate, maturity and other market data. Prices received from pricing services are fair value prices. In addition, if the price provided by the pricing service and independent quoted prices are unreliable, the Invesco valuation committee will fair value the security using procedures approved by the Board.
 
Short-term Securities. The Funds’ short-term investments are valued at amortized cost when the security has 60 days or less to maturity. AIM Money Market Fund, AIM Tax-Exempt Cash Fund, Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio value all their securities at amortized cost. AIM High Income Municipal Fund, AIM Municipal Bond Fund and AIM Tax-Free Intermediate Fund value variable rate securities that have an unconditional demand or put feature exercisable within seven days or less at par, which reflects the market value of such securities.
 
Futures and Options. Futures contracts are valued at the final settlement price set by the exchange on which they are principally traded. Options are valued on the basis of market quotations, if available.
 
Swap Agreements. Swap Agreements are fair valued using an evaluated quote provided by an independent pricing service. Evaluated quotes provided by the pricing service are based on a model that may include end of day net present values, spreads, ratings, industry and company performance.
 
Open-end Funds. To the extent a Fund invests in other open-end Funds, other than open-end Funds that are exchange traded, the investing Fund will calculate its net asset value using the net asset value of the underlying Fund in which it invests, and the prospectus for such open-end Funds explain the circumstances under which they will use fair value pricing and the effects of using fair value pricing.
 
Each Fund, except for Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio, determines the net asset value of its shares on each day the NYSE is open for business (a business day), as of the close of the customary trading session, or earlier NYSE closing time that day. Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio open for business at 8:00 a.m. Eastern Time. Premier Portfolio and Premier U.S. Government Money Portfolio will generally determine the net asset value of their shares at 5:30 p.m. Eastern Time. Premier Tax-Exempt Portfolio will generally determine the net asset value of its shares at 4:30 p.m. Eastern Time. Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio are authorized not to open for trading on a day that is otherwise a business day if the Federal Reserve Bank of New York and The Bank of New York Mellon, the Fund’s custodian, are not open for business or the Securities Industry and Financial Markets Association (SIFMA) recommends that government securities dealers not open for trading and any such day will not be considered a business day. Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio also may close early on a business day if SIFMA recommends that government securities dealers close early. If Premier Portfolio, Premier Tax-Exempt Portfolio or Premier U.S. Government Money Portfolio uses its discretion to close early on a business day, the Fund will calculate its net asset value as of the time of such closing.
 
From time to time and in circumstances deemed appropriate by Invesco in its sole discretion, each of Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio may remain open for business, during customary business day hours, on a day that the NYSE is closed for business. In such event, on such day you will be permitted to purchase or redeem shares of such Funds and net asset values will be calculated for such Funds.
 
The Balanced-Risk Allocation Fund may invest up to 25% of its total assets in shares of its Subsidiary. The Subsidiary offers to redeem all or a portion of its shares at the current net asset value per share every regular business day. The value of shares of the Subsidiary will fluctuate with the value of the Subsidiary’s portfolio investments. The Subsidiary prices its portfolio investments pursuant to the same pricing and valuation methodologies and procedures used by the Fund, which require, among other things, that each of the Subsidiary’s portfolio investments be marked-to-market (that is, the value on the Subsidiary’s books changes) each business day to reflect changes in the market value of the investment.
 
Timing of Orders
For Funds other than Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio, you can purchase or redeem shares on each business day prior to the close of the customary trading session or any earlier NYSE closing time that day. For Funds other than Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio, purchase orders that are received and accepted before the close of the customary trading session or any earlier NYSE closing time on a business day generally are processed that day and settled on the next business day.
 
For Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio, you can purchase or redeem shares on each business day, prior to the Funds’ net asset value determination on such business day; however, if your order is received and accepted after the close of the customary trading session or any earlier NYSE closing time that day, your order generally will be processed on the next business day and settled on the second business day following the receipt and acceptance of your order.
 
For all Funds, you can exchange shares on each business day, prior to the close of the customary trading session or any earlier NYSE closing time that day. Shareholders of Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio therefore cannot exchange their shares after the close of the customary trading session or any earlier NYSE closing time on a particular day, even though these Funds remain open after such closing time.
 
The Funds price purchase, exchange and redemption orders at the net asset value calculated after the transfer agent receives an order in good order. Any applicable sales charges are applied at the time an order is processed. A Fund may postpone the right of redemption only under unusual circumstances, as allowed by the Securities and Exchange Commission, such as when the NYSE restricts or suspends trading.
 
Taxes
A Fund intends to qualify each year as a regulated investment company and, as such, is not subject to entity-level tax on the income and gain it distributes to shareholders. If you are a taxable investor, dividends and distributions you receive from a Fund generally are taxable to you whether you reinvest distributions in additional Fund shares or take them in cash. Every year, you will be sent information showing the amount of dividends and distributions you received from a Fund during the prior calendar year.
 
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In addition, investors in taxable accounts should be aware of the following basic tax points as supplemented below where relevant:
 
Fund Tax Basics
n  A Fund earns income generally in the form of dividends or interest on its investments. This income, less expenses incurred in the operation of a Fund, constitutes the Fund’s net investment income from which dividends may be paid to you. If you are a taxable investor, distributions of net investment income are generally taxable to you as ordinary income.
n  Distributions of net short-term capital gains are taxable to you as ordinary income. A Fund with a high portfolio turnover rate (a measure of how frequently assets within a Fund are bought and sold) is more likely to generate short-term capital gains than a Fund with a low portfolio turnover rate.
n  Distributions of net long-term capital gains are taxable to you as long-term capital gains no matter how long you have owned your Fund shares.
n  If you are an individual and meet certain holding period requirements, a portion of income dividends paid to you by a Fund may be designated as qualified dividend income eligible for taxation at long-term capital gain rates. These reduced rates generally are available (through 2010) for dividends derived from a Fund’s investment in stocks of domestic corporations and qualified foreign corporations. In the case of a Fund that invests primarily in debt securities, either none or only a nominal portion of the dividends paid by the Fund will be eligible for taxation at these reduced rates.
n  Distributions declared to shareholders with a record date in December—if paid to you by the end of January—are taxable for federal income tax purposes as if received in December.
n  Any long-term or short-term capital gains realized from redemptions of Fund shares will be subject to federal income tax. For tax purposes, an exchange of your shares for shares of another Fund is the same as a sale.
n  At the time you purchase your Fund shares, the Fund’s net asset value may reflect undistributed income, undistributed capital gains, or net unrealized appreciation in value of portfolio securities held by the Fund. A subsequent distribution to you of such amounts, although constituting a return of your investment, would be taxable. This is sometimes referred to as ”buying a dividend.”
n  By law, if you do not provide a Fund with your proper taxpayer identification number and certain required certifications, you may be subject to backup withholding on any distributions of income, capital gains, or proceeds from the sale of your shares. A Fund also must withhold if the IRS instructs it to do so. When withholding is required, the amount will be 28% of any distributions or proceeds paid.
n  You will not be required to include the portion of dividends paid by the Fund derived from interest on U.S. government obligations in your gross income for purposes of personal and, in some cases, corporate income taxes in many state and local tax jurisdictions. The percentage of dividends that constitutes dividends derived from interest on federal obligations will be determined annually. This percentage may differ from the actual percentage of interest received by the Fund on federal obligations for the particular days on which you hold shares.
n  Fund distributions and gains from sale or exchange of your Fund shares generally are subject to state and local income taxes.
n  If a Fund qualifies to pass through to you the tax benefits from foreign taxes it pays on its investments, and elects to do so, then any foreign taxes it pays on these investments may be passed through to you as a foreign tax credit. You will then be required to include your pro-rata share of these taxes in gross income, even though not actually received by you, and will be entitled either to deduct your share of these taxes in computing your taxable income, or to claim a foreign tax credit for these taxes against your U.S. federal income tax.
n  Foreign investors should be aware that U.S. withholding, special certification requirements to avoid U.S. backup withholding and claim any treaty benefits and estate taxes may apply to an investment in a Fund.
 
The above discussion concerning the taxability of Fund dividends and distributions and of redemptions and exchanges of Fund shares is inapplicable to investors that are generally exempt from federal income tax, such as retirement plans that are qualified under Section 401, 403, 408, 408A and 457 of the Code, individual retirement accounts (IRAs) and Roth IRAs.
 
This discussion of “Taxes” is for general information only and not tax advice. All investors should consult their own tax advisers as to the federal, state, local and foreign tax provisions applicable to them.
 
Payments to Financial Intermediaries
The financial adviser or intermediary through which you purchase your shares may receive all or a portion of the sales charges and distribution fees discussed above. In addition to those payments, Invesco Aim Distributors, Invesco Affiliates, may make additional cash payments to financial intermediaries in connection with the promotion and sale of shares of the Funds. These additional cash payments may include cash payments and other payments for certain marketing and support services. Invesco Affiliates make these payments from their own resources, from Invesco Aim Distributors’ retention of initial sales charges and from payments to Invesco Aim Distributors made by the Funds under their 12b-1 plans. In the context of this prospectus, “financial intermediaries” include any broker, dealer, bank (including bank trust departments), registered investment adviser, financial planner, retirement plan administrator, insurance company and any other financial intermediary having a selling, administration or similar agreement with Invesco Affiliates.
 
Invesco Affiliates make payments as incentives to certain financial intermediaries to promote and sell shares of the Funds. The benefits Invesco Affiliates receive when they make these payments include, among other things, placing the Funds on the financial intermediary’s funds sales system, and access (in some cases on a preferential basis over other competitors) to individual members of the financial intermediary’s sales force or to the financial intermediary’s management. These payments are sometimes referred to as “shelf space” payments because the payments compensate the financial intermediary for including the Funds in its fund sales system (on its “sales shelf”). Invesco Affiliates compensate financial intermediaries differently depending typically on the level and/or type of considerations provided by the financial intermediary. The payments Invesco Affiliates make may be calculated based on sales of shares of the Funds (Sales-Based Payments), in which case the total amount of such payments shall not exceed 0.25% of the public offering price of all shares sold by the financial intermediary during the particular period. Payments may also be calculated based on the average daily net assets of the applicable Funds attributable to that particular financial intermediary (Asset-Based Payments), in which case the total amount of such cash payments shall not exceed 0.25% per annum of those assets during a defined period. Sales-Based Payments primarily create incentives to make new sales of shares of the Funds and Asset-Based Payments primarily create incentives to retain previously sold shares of the Funds in investor accounts. Invesco Affiliates may pay a financial intermediary either or both Sales-Based Payments and Asset-Based Payments.
 
Invesco Affiliates are motivated to make these payments as they promote the sale of Fund shares and the retention of those investments by clients of financial intermediary. To the extent financial intermediaries sell more shares of the Funds or retain shares of the Funds in their clients’ accounts, Invesco Affiliates benefit from the incremental management and other fees paid to Invesco Affiliates by the Funds with respect to those assets.
 
Invesco Affiliates also may make payments to certain financial intermediaries for certain administrative services, including record keeping and
 
A-12        The AIM Funds


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sub-accounting of shareholder accounts pursuant to a sub-transfer agency, omnibus account service or sub-accounting agreement. All fees payable by Invesco Affiliates under this category of services are charged back to the Funds, subject to certain limitations approved by the Board.
 
You can find further details in the Fund’s SAI about these payments and the services provided by financial intermediaries. In certain cases these payments could be significant to the financial intermediary. Your financial adviser may charge you additional fees or commissions other than those disclosed in this prospectus. You can ask your financial adviser about any payments it receives from Invesco Affiliates or the Funds, as well as about fees and/or commissions it charges.
 
Important Notice Regarding Delivery of Security Holder Documents
To reduce Fund expenses, only one copy of most shareholder documents may be mailed to shareholders with multiple accounts at the same address (Householding). Mailing of your shareholder documents may be householded indefinitely unless you instruct us otherwise. If you do not want the mailing of these documents to be combined with those for other members of your household, please contact Invesco Aim Investment Services, Inc. at 800-959-4246 or contact your financial institution. We will begin sending you individual copies for each account within thirty days after receiving your request.
 
A-13        The AIM Funds


Table of Contents

 
 
Obtaining Additional Information
 
More information may be obtained free of charge upon request. The SAI, a current version of which is on file with the SEC, contains more details about the Fund and is incorporated by reference into the prospectus (is legally a part of the prospectus). Annual and semiannual reports to shareholders contain additional information about the Fund’s investments. The Fund’s annual report also discusses the market conditions and investment strategies that significantly affected the Fund’s performance during its last fiscal year. The Fund also files its complete schedule of portfolio holdings with the SEC for the 1st and 3rd quarters of each fiscal year on Form N-Q.
 
If you have questions about an AIM Fund or your account, or you wish to obtain a free copy of a current SAI, annual or semiannual reports or Form N-Q, please contact us.
 
     
By Mail:   Invesco Aim Investment Services, Inc.
P.O. Box 4739, Houston, TX 77210-4739
    Effective April 30, 2010, Invesco Aim Investment Services, Inc. will be known as Invesco Investment Services, Inc.
     
By Telephone:   (800) 959-4246
     
On the Internet:   You can send us a request by e-mail or download prospectuses, SAI, annual or semiannual reports via our Web site: www.invescoaim.com
 
You can also review and obtain copies of SAIs, annual or semiannual reports, Forms N-Q and other information at the SEC’s Public Reference Room in Washington, DC; on the EDGAR database on the SEC’s Web site (http://www.sec.gov); or, after paying a duplicating fee, by sending a letter to the SEC’s Public Reference Section, Washington, DC 20549-1520 or by sending an electronic mail request to publicinfo@sec.gov. Please call the SEC at 1-202-551-8090 for information about the Public Reference Room.
     
 
  [INVESCO LOGO APPEARS HERE]
 
 
AIM International Growth Fund
SEC 1940 Act file number: 811-06463
 
 
 
invescoaim.com  IGR-PRO-1


Table of Contents

Statutory Prospectus Supplement dated August 10, 2010
The purpose of this mailing is to provide you with changes to the current Statutory Prospectus for Institutional Class shares of the Funds listed below:
Invesco Global Growth Fund
Invesco Global Small & Mid Cap Growth Fund
Invesco International Core Equity Fund
Invesco International Growth Fund
The following information replaces in its entirety the portfolio manager table under the heading “FUND SUMMARIES — Invesco International Core Equity Fund — Management of the Fund” of the prospectus:
         
“Portfolio Managers   Title   Length of Service
 
Ingrid Baker
  Portfolio Manager   1999
 
       
W. Lindsay Davidson
  Portfolio Manager   1998
 
       
Sargent McGowan
  Portfolio Manager   2009
 
       
Anuja Singha
  Portfolio Manager   2009
 
       
Stephen Thomas
  Portfolio Manager   2010”
The following information replaces in its entirety the information appearing under the heading “FUND MANAGEMENT — Portfolio Managers — Invesco International Core Equity Fund” in the prospectus:
    “Ingrid Baker, Portfolio Manager, who has been responsible for the Fund since 2008 and has been associated with Invesco and/or its affiliates since 1999.
    W. Lindsay Davidson, Portfolio Manager, who has been responsible for the Fund since 2008 and has been associated with Invesco and/or its affiliates since 1984.
    Sargent McGowan, Portfolio Manager, who has been responsible for the Fund since 2009 and has been associated with Invesco and/or its affiliates since 2002.
    Anuja Singha, Portfolio Manager, who has been responsible for the Fund since 2009 and has been associated with Invesco and/or its affiliates since 1998.
    Stephen Thomas, Portfolio Manager, who has been responsible for the Fund since 2010 and has been associated with Invesco and/or its affiliates since 2000.”

 


Table of Contents

 
Prospectus February 26, 2010
 
 
AIM Global Growth Fund (GGAIX)
Effective April 30, 2010, AIM Global Growth Fund will be known as Invesco Global Growth Fund.
AIM Global Small & Mid Cap Growth Fund (GAIIX)
Effective April 30, 2010, AIM Global Small & Mid Cap Growth Fund will be known as Invesco Global Small & Mid Cap Growth Fund.
AIM International Core Equity Fund (IBVIX)
Effective April 30, 2010, AIM International Core Equity Fund will be known as Invesco International Core Equity Fund.
AIM International Growth Fund (AIEVX)
Effective April 30, 2010, AIM International Growth Fund will be known as Invesco International Growth Fund.
 
Institutional Classes
 
AIM Global Growth Fund’s investment objective is long-term growth of capital.
 
AIM Global Small & Mid Cap Growth Fund’s investment objective is long-term growth of capital.
 
AIM International Core Equity Fund’s investment objective is long-term growth of capital.
 
AIM International Growth Fund’s investment objective is long-term growth of capital.
 
This prospectus contains important information about the Institutional Class shares of the Funds. Please read it before investing and keep it for future reference.
 
As with all other mutual fund securities, the Securities and Exchange Commission (SEC) has not approved or disapproved these securities or determined whether the information in this prospectus is adequate or accurate. Anyone who tells you otherwise is committing a crime.
 
An investment in the Fund:
n is not FDIC insured;
n may lose value; and
n is not guaranteed by a bank.


 

 
Table of Contents
 
 
         
  1    
AIM Global Growth Fund
  1    
AIM Global Small & Mid Cap Growth Fund
  3    
AIM International Core Equity Fund
  5    
AIM International Growth Fund
  6    
         
  8    
AIM Global Growth Fund
  8    
AIM Global Small & Mid Cap Growth Fund
  9    
AIM International Core Equity Fund
  10    
AIM International Growth Fund
  10    
  11    
The Advisers
  11    
Adviser Compensation
  11    
Portfolio Managers
  11    
         
  12    
Dividends and Distributions
  12    
         
  13    
         
  14    
         
  16    
         
Shareholder Account Information
  A-1    
Suitability for Investors
  A-1    
Purchasing Shares
  A-1    
Redeeming Shares
  A-2    
Exchanging Shares
  A-2    
Rights Reserved by the Funds
  A-3    
Excessive Short-Term Trading Activity (Market Timing) Disclosures
  A-3    
Pricing of Shares
  A-4    
Taxes
  A-5    
Payments to Financial Intermediaries
  A-6    
Important Notice Regarding Delivery of Security Holder Documents
  A-6    
         
Obtaining Additional Information
  Back Cover    
 
 
        AIM International Mutual Funds


Table of Contents

 
Fund Summaries
 
AIM GLOBAL GROWTH FUND
 
Investment Objective
The Fund’s investment objective is long-term growth of capital.
 
Fees and Expenses of the Fund
This table describes the fees and expenses that you may pay if you buy and hold Institutional Class shares of the Fund.
 
             
 
Shareholder Fees (fees paid directly from your investment)
 
    Institutional Class    
 
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)     None      
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less)     None      
Redemption/Exchange Fee1 (as a percentage of amount redeemed/exchanged)     2.00 %    
 
             
 
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
 
    Institutional Class    
 
Management Fees     0.80 %    
Distribution and/or Service (12b-1) Fees     None      
Other Expenses     0.28      
Acquired Fund Fees and Expenses     0.01      
Total Annual Fund Operating Expenses     1.09      
     
1
  You may be charged a 2.00% fee if you redeem or exchange shares of the Fund within 31 days of purchase.
 
Example. This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual Funds.
 
  The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same.
 
  Although your actual costs may be higher or lower, based on these assumptions, your costs would be:
 
                                     
    1 Year   3 Years   5 Years   10 Years    
 
Institutional Class
  $ 111     $ 347     $ 601     $ 1,329      
 
Portfolio Turnover. The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual Fund operating expenses or in the example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was 40% of the average value of its portfolio.
 
Principal Investment Strategies of the Fund
The Fund invests primarily in equity securities of domestic and foreign issuers.
 
  The Fund invests, under normal circumstances, in issuers located in at least three countries, including the U.S.
 
  The Fund invests primarily in the securities of medium- and large-sized growth issuers.
 
  The Fund considers a company to be a mid-capitalization company if it has a market capitalization, at the time of purchase, within the range of the largest and smallest capitalized companies included in the Russell Midcap® Index during the most recent 11 month period (based on month end data) plus the most recent data during the current month.
 
  The Fund considers a company to be a large-capitalization company if it has a market capitalization, at the time of purchase, within the range of the largest and smallest capitalized companies included in the Russell 1000® Index during the most recent 11 month period (based on month end data) plus the most recent data during the current month.
 
  The Fund will normally maintain at least 20% of its total assets in U.S. dollar-denominated securities. The Fund emphasizes investment in issuers in developed countries such as the United States, the countries of Western Europe and certain countries in the Pacific Basin. As of February 23, 2010, the principal countries in which the Fund invests were United States, United Kingdom, Switzerland, Germany, Australia and Japan. The Fund may also invest up to 20% of its total assets in issuers located in developing countries, i.e., those that are identified as in the initial stages of their industrial cycles.
 
  The portfolio managers employ a disciplined investment strategy that emphasizes fundamental research, supported by quantitative analysis, portfolio construction and risk management techniques. The strategy primarily focuses on identifying issuers that have experienced, or exhibit the potential for, accelerating or above average earnings growth but whose prices do not fully reflect these attributes. Investments for the portfolio are selected bottom-up on a security-by-security basis. The focus is on the strengths of individual issuers, rather than sector or country trends.
 
  The Fund’s portfolio managers may consider selling a security for several reasons, including when (1) its fundamentals deteriorate or it posts disappointing earnings, (2) its security price appears to be overvalued, or (3) a more attractive investment opportunity is identified.
 
Principal Risks of Investing in the Fund
The risks associated with an investment in the Fund can increase during times of significant market volatility. The principal risks of investing in the Fund are:
 
  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.
 
  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.
 
  Foreign Securities Risk. The Fund’s foreign investments will be affected by changes in the 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.
 
  Developing Markets Securities 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 and lack of timely information than those in developed countries.
 
  Management Risk. The investment techniques and risk analysis used by the Fund’s portfolio managers may produce the desired results.
 
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  As with any mutual fund investment, loss of money is a risk of investing. An investment in the Fund is not a deposit in a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
 
Performance Information
The bar chart and performance table provide an indication of the risks of investing in the Fund. The performance table compares the Fund’s performance to that of a broad-based securities market benchmark, a style specific benchmark and a peer group benchmark with similar investment objectives to the Fund. The benchmarks may not reflect payment of fees, expenses or taxes. The Fund is not managed to track the performance of any particular benchmark, including the benchmarks shown below, and consequently, the performance of the Fund may deviate significantly from the performance of these benchmarks. The Fund’s past performance (before and after taxes) is not necessarily an indication of its future performance. Updated performance information is available at www.invescoaim.com. Effective April 30, 2010, www.invescoaim.com will be changed to www.invesco.com.
 
Annual Total Returns
The bar chart shows changes in the performance of the Fund from year to year as of December 31. Institutional Class shares are not subject to sales loads.
 
Best Quarter (ended June 30, 2009): 16.43%
Worst Quarter (ended December 31, 2008): (18.45)%
 
                                 
 
Average Annual Total Returns (for the periods ended December 31, 2009)
 
    1
  5
  10
  Inception
    Year   Years   Years   Date
 
Institutional Class1:                             09/28/07  
Return Before Taxes     30.83 %     3.75 %     (2.59 )%        
Return After Taxes on Distributions
    30.73       3.62       (2.65 )        
Return After Taxes on Distributions and Sale of Fund Shares
    20.62       3.23       (2.15 )        
MSCI World Indexsm     29.99       2.01       (0.24 )        
MSCI World Growth Index     33.27       2.55       (2.54 )        
Lipper Global Large-Cap Growth Funds Index     36.14       2.95       (2.53 )        
 
After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts.
     
1
  Institutional Class shares performance shown prior to the inception date is that of Class A shares and includes the 12b-1 fees applicable to Class A shares. Class A shares performance reflects any applicable fee waiver or expense reimbursements.
 
Management of the Fund
Investment Adviser: Invesco Advisers, Inc.
 
             
Portfolio Managers   Title   Service Date
 
Robert Lloyd   Senior Portfolio Manager (Lead)     2008  
Barrett Sides   Senior Portfolio Manager (Lead)     1999  
Matthew Dennis   Portfolio Manager (Lead)     2003  
Clas Olsson   Senior Portfolio Manager     1997  
 
Purchase and Sale of Fund Shares
You may purchase, redeem or exchange shares of the Fund on any business day through your financial adviser, or by telephone at 800-659-1005.
 
  The minimum investments for Institutional Class shares for Fund accounts are as follows:
 
                 
    Initial Investment
  Additional Investments
Type of Account   Per Fund   Per Fund
 
Defined Contribution Plan (for which sponsor has $100 million in combined defined contribution and defined benefit assets)     $0       $0  
Defined Contribution Plan (for which a sponsor has less than $100 million in combined defined contribution and defined benefit assets)     $10 Million       $0  
Banks, trust companies and certain other financial intermediaries     $10 Million       $0  
Financial intermediaries and other corporations acting for their own accounts, foundations and endowments     $1 Million       $0  
Defined Benefit Plan     $0       $0  
Pooled investment vehicles (e.g., funds of funds)     $0       $0  
Other institutional investors     $1 Million       $0  
 
Tax Information
The Fund’s distributions are generally taxable to you as ordinary income, capital gains, or some combination of both, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or individual retirement account.
 
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson or financial adviser to recommend the Fund over another investment. Ask your salesperson or financial adviser or visit your financial intermediary’s Web site for more information.
 
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AIM GLOBAL SMALL & MID CAP GROWTH FUND
 
Investment Objective
The Fund’s investment objective is long-term growth of capital.
 
Fees and Expenses of the Fund
This table describes the fees and expenses that you may pay if you buy and hold Institutional Class shares of the Fund.
 
             
 
Shareholder Fees (fees paid directly from your investment)
 
    Institutional Class    
 
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)     None      
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less)     None      
Redemption/Exchange Fee1 (as a percentage of amount redeemed/exchanged)     2.00 %    
 
             
 
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
 
    Institutional Class    
 
Management Fees     0.79 %    
Distribution and/or Service (12b-1) Fees     None      
Other Expenses     0.18      
Acquired Fund Fees and Expenses     0.02      
Total Annual Fund Operating Expenses     0.99      
     
1
  You may be charged a 2.00% fee if you redeem or exchange shares of the Fund within 31 days of purchase.
 
Example. This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual Funds.
 
  The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same.
 
  Although your actual costs may be higher or lower, based on these assumptions, your costs would be:
 
                                     
    1 Year   3 Years   5 Years   10 Years    
 
Institutional Class
  $ 101     $ 315     $ 547     $ 1,213      
 
Portfolio Turnover. The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual Fund operating expenses or in the example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was 54% of the average value of its portfolio.
 
Principal Investment Strategies of the Fund
The Fund seeks to meet it’s objective by investing, normally, at least 80% of its assets in marketable equity securities of small- and mid- capitalization growth companies.
 
  Effective May 31, 2010, the preceding sentence will be replaced by the following: The Fund invests, under normal circumstances, at least 80% of net assets (plus borrowings for investment purposes) in securities of small- and/or mid-capitalization issuers. The Fund invests primarily in equity securities.
 
  In complying with this 80% investment requirement, the Fund may also invest in the following other investments that have economic characteristics similar to the Fund’s direct investments: derivatives, exchange-traded funds and American Depository Receipts. These derivatives and other investments may have the effect of leveraging the Fund’s portfolio.
 
  The Fund considers an issuer to be a small-capitalization issuer if it has a market capitalization, at the time of purchase, no larger than the largest capitalized issuer included in the Russell 2000® Index during the most recent 11-month period (based on month-end data) plus the most recent data during the current month. The Russell 2000® Index measures the performance of the 2,000 smallest issuers in the Russell 3000® Index, which measures the performance of the 3,000 largest U.S. issuers. The Russell 2000® Index is widely regarded as representative of small capitalization issuers.
 
  The Fund considers an issuer to be a mid-capitalization issuer if it has a market capitalization, at the time of purchase, within the range of the largest and smallest capitalized issuers included in the Russell® Midcap Index during the most recent 11-month period (based on the month-end data) plus the most recent data during the current month. The Russell® Midcap Index measures the performance of the 800 smallest issuers in the Russell 1000® Index. The Russell 1000® Index measures the performance of the 1,000 largest issuers domiciled in the United States. The issuers in the Russell® Midcap Index represent approximately 25% of the total market capitalization of the Russell 1000® Index.
 
  The Fund invests, under normal circumstances, in issuers located in at least three countries, including the U.S.
 
  The Fund will, under normal circumstances, maintain at least 20% of its total assets in U.S. dollar-denominated securities. The Fund emphasizes investment in issuers in developed countries such as the United States, the countries of Western Europe and certain countries in the Pacific Basin. As of February 23, 2010, the principal countries in which the Fund invests were United States, United Kingdom and Canada. The Fund may also invest 35% of its total assets in issuers located in developing countries, i.e., those that are identified as in the initial stages of their industrial cycles.
 
  The portfolio managers employ a disciplined investment strategy that emphasizes fundamental research, supported by quantitative analysis, portfolio construction and risk management techniques. The strategy primarily focuses on identifying issuers that have experienced, or exhibit the potential for, accelerating or above average earnings growth but whose prices do not fully reflect these attributes. Investments for the portfolio are selected bottom-up on a security-by-security basis. The focus is on the strengths of individual issuers, rather than sector or country trends.
 
  The Fund’s portfolio managers may consider selling a security for several reasons, including when (1) its fundamentals deteriorate or it posts disappointing earnings, (2) its security price appears to be overvalued, or (3) a more attractive investment opportunity is identified.
 
Principal Risks of Investing in the Fund
The risks associated with an investment in the Fund can increase during times of significant market volatility. The principal risks of investing in the Fund are:
 
  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.
 
  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
 
3        AIM International Mutual Funds


Table of Contents

frequently and in smaller volumes, all of which may cause difficulty when establishing or closing a position at a desirable price.
 
  Foreign Securities Risk. The Fund’s foreign investments will be affected by changes in the 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.
 
  Developing Markets Securities 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 and lack of timely information than those in developed countries.
 
  Management Risk. The investment techniques and risk analysis used by the Fund’s portfolio managers may produce the desired results.
 
  As with any mutual fund investment, loss of money is a risk of investing. An investment in the Fund is not a deposit in a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
 
Performance Information
The bar chart and performance table provide an indication of the risks of investing in the Fund. The performance table compares the Fund’s performance to that of a broad-based securities market benchmark, a style specific benchmark and a peer group benchmark with similar investment objectives to the Fund. The benchmarks may not reflect payment of fees, expenses or taxes. The Fund is not managed to track the performance of any particular benchmark, including the benchmarks shown below, and consequently, the performance of the Fund may deviate significantly from the performance of these benchmarks. The Fund’s past performance (before and after taxes) is not necessarily an indication of its future performance. Updated performance information is available at www.invescoaim.com. Effective April 30, 2010, www.invescoaim.com will be changed to www.invesco.com.
 
Annual Total Returns
The bar chart shows changes in the performance of the Fund from year to year as of December 31. Institutional Class shares are not subject to sales loads.
 
Best Quarter (ended June 30, 2009): 24.93%
Worst Quarter (ended December 31, 2008): (26.57)%
 
                                 
 
Average Annual Total Returns (for the periods ended December 31, 2009)
 
    1
  5
  10
  Inception
    Year   Years   Years   Date
 
Institutional Class1:                             09/28/07  
Return Before Taxes     48.81 %     5.66 %     1.00 %        
Return After Taxes on Distributions
    48.60       4.25       (0.09 )        
Return After Taxes on Distributions and Sale of Fund Shares
    32.00       4.87       0.68          
MSCI World Indexsm
    29.99       2.01       (0.24 )        
MSCI World Growth Index
    33.27       2.55       (2.54 )        
Lipper Global Small/Mid-Cap Funds Category Average
    42.15       2.92       1.96          
 
After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts.
     
1
  Institutional Class shares performance shown prior to the inception date is that of Class A shares and includes the 12b-1 fees applicable to Class A shares. Class A shares performance reflects any applicable fee waiver or expense reimbursements.
 
Management of the Fund
Investment Adviser: Invesco Advisers, Inc.
 
             
Portfolio Managers   Title   Service Date
 
Paul Rasplicka   Senior Portfolio Manager (Lead)     2008  
Jason Holzer   Senior Portfolio Manager (Lead)     1999  
Shuxin Cao   Senior Portfolio Manager (Lead)     1999  
Borge Endresen   Portfolio Manager     2002  
 
Purchase and Sale of Fund Shares
You may purchase, redeem or exchange shares of the Fund on any business day through your financial adviser, or by telephone at 800-659-1005.
 
  The minimum investments for Institutional Class shares for Fund accounts are as follows:
 
                 
    Initial Investment
  Additional Investments
Type of Account   Per Fund   Per Fund
 
Defined Contribution Plan (for which sponsor has $100 million in combined defined contribution and defined benefit assets)     $0       $0  
Defined Contribution Plan (for which a sponsor has less than $100 million in combined defined contribution and defined benefit assets)     $10 Million       $0  
Banks, trust companies and certain other financial intermediaries     $10 Million       $0  
Financial intermediaries and other corporations acting for their own accounts, foundations and endowments     $1 Million       $0  
Defined Benefit Plan     $0       $0  
Pooled investment vehicles (e.g., funds of funds)     $0       $0  
Other institutional investors     $1 Million       $0  
 
Tax Information
The Fund’s distributions are generally taxable to you as ordinary income, capital gains, or some combination of both, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or individual retirement account.
 
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson or financial adviser to recommend the Fund over another investment. Ask your salesperson or financial adviser or visit your financial intermediary’s Web site for more information.
 
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AIM INTERNATIONAL CORE EQUITY FUND
 
Investment Objective
The Fund’s investment objective is long-term growth of capital.
 
Fees and Expenses of the Fund
This table describes the fees and expenses that you may pay if you buy and hold Institutional Class shares of the Fund.
 
             
 
Shareholder Fees (fees paid directly from your investment)
 
    Institutional Class    
 
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)     None      
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less)     None      
Redemption/Exchange Fee1 (as a percentage of amount redeemed/exchanged)     2.00 %    
 
             
 
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
 
    Institutional Class    
 
Management Fees     0.75 %    
Distribution and/or Service (12b-1) Fees     None      
Other Expenses     0.19      
Total Annual Fund Operating Expenses     0.94      
     
1
  You may be charged a 2.00% fee if you redeem or exchange shares of the Fund within 31 days of purchase.
 
Example. This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual Funds.
 
  The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same.
 
  Although your actual costs may be higher or lower, based on these assumptions, your costs would be:
 
                                     
    1 Year   3 Years   5 Years   10 Years    
 
Institutional Class
  $ 96     $ 300     $ 520     $ 1,155      
 
Portfolio Turnover. The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual Fund operating expenses or in the example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was 43% of the average value of its portfolio.
 
Principal Investment Strategies of the Fund
The Fund invests, under normal circumstances, at least 80% of its assets in equity securities.
 
  The Fund invests in a diversified portfolio that consists primarily of equity securities of foreign issuers that are, in the portfolio managers’ view, attractively valued relative to current or projected earnings, or to the current market value of assets owned by the issuer. The Fund focuses its investments in marketable equity securities of foreign issuers that are listed on a foreign or U.S. securities exchange or traded in a foreign or U.S. over-the-counter market.
 
  The Fund invests, under normal circumstances, in issuers located in at least three countries outside of the U.S. As of February 23, 2010, the principal countries in which the Fund invests were Japan, United Kingdom, United States, Switzerland, Canada, France and Germany. The Fund emphasizes investment in issuers in the developed countries of Western Europe and the Pacific Basin. The Fund may invest up to 100% of its assets in foreign securities. The Fund may invest up to 20% of the Fund’s total assets in issuers located in developing countries, i.e., those that are identified as in the initial stages of their industrial cycles.
 
  In selecting securities for the Fund, the portfolio managers seek to identify attractively valued issuers with market capitalization in excess of $1 billion. Initial factors considered by the portfolio managers when evaluating potential investments include an issuer’s return on equity, amount of shareholders’ capital and the percentage of earnings paid in dividends, as well as an issuer’s historic earnings stability and overall debt levels. In analyzing potential investments, the portfolio managers conduct research on issuers meeting their criteria and may communicate directly with management.
 
  The Fund’s portfolio managers consider selling a security when (1) its share price increases and it is no longer attractively priced relative to other issuers according to our proprietary valuation model, (2) its fundamentals deteriorate or (3) it causes the portfolio’s sector or regional weighting relative to its benchmark to fall outside acceptable risk parameters.
 
Principal Risks of Investing in the Fund
The risks associated with an investment in the Fund can increase during times of significant market volatility. The principal risks of investing in the Fund are:
 
  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.
 
  Foreign Securities Risk. The Fund’s foreign investments will be affected by changes in the 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.
 
  Developing Markets Securities 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 and lack of timely information than those in developed countries.
 
  Management Risk. The investment techniques and risk analysis used by the Fund’s portfolio managers may produce the desired results.
 
  As with any mutual fund investment, loss of money is a risk of investing. An investment in the Fund is not a deposit in a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
 
Performance Information
The bar chart and performance table provide an indication of the risks of investing in the Fund. The performance table compares the Fund’s performance to that of a broad-based securities market benchmark, a style specific benchmark and a peer group benchmark with similar investment objectives to the Fund. The benchmarks may not reflect payment of fees, expenses or taxes. The Fund is not managed to track the performance of any particular benchmark, including the benchmarks shown below, and consequently, the performance of the Fund may deviate significantly from the performance of these benchmarks. The Fund’s past performance (before and after taxes) is not necessarily an indication of its future performance. Updated performance information is available at www.invescoaim.com. Effective April 30, 2010, www.invescoaim.com will be changed to www.invesco.com.
 
5        AIM International Mutual Funds


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Annual Total Returns
The bar chart shows changes in the performance of the Fund from year to year as of December 31. Institutional Class shares are not subject to sales loads.
 
Best Quarter (ended June 30, 2009): 24.83%
Worst Quarter (ended December 31, 2008): (19.22)%
 
                                 
 
Average Annual Total Returns (for the periods ended December 31, 2009)
 
    1
  5
  Since
  Inception
    Year   Year   Inception   Date
 
Institutional Class:                             04/30/04  
Return Before Taxes     31.24 %     3.86 %     6.56 %        
Return After Taxes on Distributions
    30.80       3.15       5.91          
Return After Taxes on Distributions and Sale of Fund Shares
    20.87       3.42       5.81          
MSCI EAFE® Index
    31.78       3.54       6.16          
Lipper International Large-Cap Core Funds Index
    29.23       3.26       5.55          
 
After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts.
 
Management of the Fund
Investment Adviser: Invesco Advisers, Inc.
 
             
Portfolio Managers   Title   Service Date
 
Erik Granade   Portfolio Manager, Chief Investment Officer     1998  
Ingrid Baker   Portfolio Manager     1999  
W. Lindsay Davidson   Portfolio Manager     1998  
Sargent McGowan   Portfolio Manager     2009  
Anuja Singha   Portfolio Manager     2009  
 
Purchase and Sale of Fund Shares
You may purchase, redeem or exchange shares of the Fund on any business day through your financial adviser, or by telephone at 800-659-1005.
 
  The minimum investments for Institutional Class shares for Fund accounts are as follows:
 
                 
    Initial Investment
  Additional Investments
Type of Account   Per Fund   Per Fund
 
Defined Contribution Plan (for which sponsor has $100 million in combined defined contribution and defined benefit assets)     $0       $0  
Defined Contribution Plan (for which a sponsor has less than $100 million in combined defined contribution and defined benefit assets)     $10 Million       $0  
Banks, trust companies and certain other financial intermediaries     $10 Million       $0  
Financial intermediaries and other corporations acting for their own accounts, foundations and endowments     $1 Million       $0  
Defined Benefit Plan     $0       $0  
Pooled investment vehicles (e.g., funds of funds)     $0       $0  
Other institutional investors     $1 Million       $0  
 
Tax Information
The Fund’s distributions are generally taxable to you as ordinary income, capital gains, or some combination of both, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or individual retirement account.
 
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson or financial adviser to recommend the Fund over another investment. Ask your salesperson or financial adviser or visit your financial intermediary’s Web site for more information.
 
AIM INTERNATIONAL GROWTH FUND
 
Investment Objective
The Fund’s investment objective is long-term growth of capital.
 
Fees and Expenses of the Fund
This table describes the fees and expenses that you may pay if you buy and hold Institutional Class shares of the Fund.
 
             
 
Shareholder Fees (fees paid directly from your investment)
 
    Institutional Class    
 
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)     None      
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less)     None      
Redemption/Exchange Fee1 (as a percentage of amount redeemed/exchanged)     2.00 %    
 
             
 
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
 
    Institutional Class    
 
Management Fees     0.88 %    
Distribution and/or Service (12b-1) Fees     None      
Other Expenses     0.15      
Acquired Fund Fees and Expenses     0.02      
Total Annual Fund Operating Expenses     1.05      
     
1
  You may be charged a 2.00% fee if you redeem or exchange shares of the Fund within 31 days of purchase.
 
Example. This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual Funds.
 
  The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those
 
6        AIM International Mutual Funds


Table of Contents

periods. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same.
 
  Although your actual costs may be higher or lower, based on these assumptions, your costs would be:
 
                                     
    1 Year   3 Years   5 Years   10 Years    
 
Institutional Class
  $ 107     $ 334     $ 579     $ 1,283      
 
Portfolio Turnover. The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual Fund operating expenses or in the example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was 26% of the average value of its portfolio.
 
Principal Investment Strategies of the Fund
The Fund invests primarily in a diversified portfolio of international securities whose issuers are considered by the Fund’s portfolio managers to have strong earnings growth. The Fund invests primarily in equity securities.
 
  The Fund focuses its investments in equity securities of foreign issuers that are listed on a recognized foreign or U.S. securities exchange or traded in a foreign or U.S. over-the-counter market. The Fund invests, under normal circumstances, in issuers located in at least three countries outside of the U.S., emphasizing investment in issuers in the developed countries of Western Europe and the Pacific Basin. As of February 23, 2010, the principal countries in which the Fund invests were United Kingdom, Switzerland, United States, Japan, Germany, Canada and Australia. The Fund may also invest up to 20% of its total assets in issuers located in developing countries, i.e., those that are identified as in the initial stages of their industrial cycles.
 
  The portfolio managers employ a disciplined investment strategy that emphasizes fundamental research, supported by quantitative analysis, portfolio construction and risk management techniques. The strategy primarily focuses on identifying issuers that have experienced, or exhibit the potential for, accelerating or above average earnings growth but whose prices do not fully reflect these attributes. Investments for the portfolio are selected bottom-up on a security-by-security basis. The focus is on the strengths of individual issuers, rather than sector or country trends.
 
  The Fund’s portfolio managers may consider selling a security for several reasons, including when (1) its fundamentals deteriorate or it posts disappointing earnings, (2) its security price appears to be overvalued, or (3) a more attractive investment opportunity is identified.
 
Principal Risks of Investing in the Fund
The risks associated with an investment in the Fund can increase during times of significant market volatility. The principal risks of investing in the Fund are:
 
  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.
 
  Foreign Securities Risk. The Fund’s foreign investments will be affected by changes in the 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.
 
  Developing Markets Securities 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 and lack of timely information than those in developed countries.
 
  Management Risk. The investment techniques and risk analysis used by the Fund’s portfolio managers may produce the desired results.
 
  As with any mutual fund investment, loss of money is a risk of investing. An investment in the Fund is not a deposit in a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
 
Performance Information
The bar chart and performance table provide an indication of the risks of investing in the Fund. The performance table compares the Fund’s performance to that of a broad-based securities market benchmark, a style specific benchmark and a peer group benchmark with similar investment objectives to the Fund. The benchmarks may not reflect payment of fees, expenses or taxes. The Fund is not managed to track the performance of any particular benchmark, including the benchmarks shown below, and consequently, the performance of the Fund may deviate significantly from the performance of these benchmarks. The Fund’s past performance (before and after taxes) is not necessarily an indication of its future performance. Updated performance information is available at www.invescoaim.com. Effective April 30, 2010, www.invescoaim.com will be changed to www.invesco.com.
 
Annual Total Returns
The bar chart shows changes in the performance of the Fund from year to year as of December 31. Institutional Class shares are not subject to sales loads.
 
Best Quarter (ended June 30, 2009): 18.55%
Worst Quarter (ended December 31, 2008): (19.53)%
 
                                 
 
Average Annual Total Returns (for the periods ended December 31, 2009)
 
    1
  5
  Since
  Inception
    Year   Years   Inception   Date
 
Institutional Class:                             03/15/02  
Return Before Taxes     35.53 %     7.11 %     8.68 %        
Return After Taxes on Distributions
    35.42       6.76       8.43          
Return After Taxes on Distributions and Sale of Fund Shares
    23.71       6.24       7.70          
MSCI EAFE® Index
    31.78       3.54       7.39          
MSCI EAFE® Growth Index
    29.36       3.65       6.23          
Lipper International Multi-Cap Growth Funds Index
    43.99       6.25       7.81          
 
After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts.
 
Management of the Fund
Investment Adviser: Invesco Advisers, Inc.
 
             
Portfolio Managers   Title   Service Date
 
Clas Olsson   Senior Portfolio Manager (Lead)     1997  
Barrett Sides   Senior Portfolio Manager (Lead)     1995  
Shuxin Cao   Senior Portfolio Manager     2003  
 
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Portfolio Managers   Title   Service Date
 
Jason Holzer   Senior Portfolio Manager     1999  
Matthew Dennis   Portfolio Manager     2003  
 
Purchase and Sale of Fund Shares
You may purchase, redeem or exchange shares of the Fund on any business day through your financial adviser, or by telephone at 800-659-1005.
 
  The minimum investments for Institutional Class shares for Fund accounts are as follows:
 
                 
    Initial Investment
  Additional Investments
Type of Account   Per Fund   Per Fund
 
Defined Contribution Plan (for which sponsor has $100 million in combined defined contribution and defined benefit assets)     $0       $0  
Defined Contribution Plan (for which a sponsor has less than $100 million in combined defined contribution and defined benefit assets)     $10 Million       $0  
Banks, Trust Companies and certain other financial intermediaries     $10 Million       $0  
Financial Intermediaries and other Corporations acting for their own accounts, Foundations and Endowments     $1 Million       $0  
Defined Benefit Plan     $0       $0  
Pooled investment vehicles (e.g., funds of funds)     $0       $0  
Other institutional investors     $1 Million       $0  
 
Tax Information
The Fund’s distributions are generally taxable to you as ordinary income, capital gains, or some combination of both, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or individual retirement account.
 
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson or financial adviser to recommend the Fund over another investment. Ask your salesperson or financial adviser or visit your financial intermediary’s Web site for more information.
 
Investment Objectives, Strategies, Risks and Portfolio Holdings
 
AIM Global Growth Fund
 
Objective and Strategies
The Fund’s investment objective is long-term growth of capital. The Fund’s investment objective may be changed by the Board of Trustees without shareholder approval. The Fund will provide shareholders with advance notice of any change to the Fund’s investment objective.
 
  The Fund invests primarily in equity securities of domestic and foreign issuers.
 
  The Fund invests, under normal circumstances, in issuers located in at least three countries, including the U.S.
 
  The Fund invests primarily in the securities of medium- and large-sized growth issuers.
 
  The Fund considers a company to be a mid-capitalization company if it has a market capitalization, at the time of purchase, within the range of the largest and smallest capitalized companies included in the Russell Midcap® Index during the most recent 11 month period (based on month end data) plus the most recent data during the current month.
 
  The Fund considers a company to be a large-capitalization company if it has a market capitalization, at the time of purchase, within the range of the largest and smallest capitalized companies included in the Russell 1000® Index during the most recent 11 month period (based on month end data) plus the most recent data during the current month.
 
  The Fund will normally maintain at least 20% of its total assets in U.S. dollar-denominated securities. The Fund emphasizes investment in issuers in developed countries such as the United States, the countries of Western Europe and certain countries in the Pacific Basin. As of February 23, 2010, the principal countries in which the Fund invests were United States, United Kingdom, Switzerland, Germany, Australia and Japan. The Fund may also invest up to 20% of its total assets in issuers located in developing countries, i.e., those that are identified as in the initial stages of their industrial cycles.
 
  The portfolio managers employ a disciplined investment strategy that emphasizes fundamental research, supported by quantitative analysis, portfolio construction and risk management techniques. The strategy primarily focuses on identifying issuers that have experienced, or exhibit the potential for, accelerating or above average earnings growth but whose prices do not fully reflect these attributes. Investments for the portfolio are selected bottom-up on a security-by-security basis. The focus is on the strengths of individual issuers, rather than sector or country trends.
 
  The Fund’s portfolio managers may consider selling a security for several reasons, including when (1) its fundamentals deteriorate or it posts disappointing earnings, (2) its security price appears to be overvalued, or (3) a more attractive investment opportunity is identified.
 
  The Fund may, from time to time, take temporary defensive positions in cash and other securities that are inconsistent with the Fund’s principal investment strategies in anticipation of or in response to adverse market, economic, political or other conditions. As a result, the Fund may not achieve its investment objective.
 
  The Fund’s investments in the types of securities described in this prospectus vary from time to time, and at any time, the Fund may not be invested in all types of securities described in this prospectus. The Fund may also invest in securities and other investments not described in this prospectus. Any percentage limitations with respect to assets of the Fund are applied at the time of purchase.
 
Risks
The principal risks of investing in the Fund are:
 
  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.
 
  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.
 
  Foreign Securities Risk. The dollar value of the Fund’s foreign investments will be affected by changes in the exchange rates between the dollar and the currencies in which those investments are traded. The value of the Fund’s foreign investments may be adversely affected by
 
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political and social instability in their home countries, by changes in economic or taxation policies in those countries, or by the difficulty in enforcing obligations in those countries. Foreign companies generally may be subject to less stringent regulations than U.S. companies, including financial reporting requirements and auditing and accounting controls. As a result, there generally is less publicly available information about foreign companies than about U.S. companies. Trading in many foreign securities may be less liquid and more volatile than U.S. securities due to the size of the market or other factors.
 
  Developing Markets Securities Risk. The prices of securities issued by foreign companies and governments located in developing countries may be impacted by certain factors more than those in countries with mature economies. For example, developing countries may experience higher rates of inflation or sharply devalue their currencies against the U.S. dollar, thereby causing the value of investments issued by the government or companies located in those countries to decline. Other factors include transaction costs, delays in settlement procedures, adverse political developments and lack of timely information.
 
  Management Risk. The investment techniques and risk analysis used by the Fund’s portfolio managers may produce the desired results.
 
AIM Global Small & Mid Cap Growth Fund
 
Objective and Strategies
The Fund’s investment objective is long-term growth of capital. The Fund’s investment objective may be changed by the Board of Trustees without shareholder approval. The Fund will provide shareholders with advance notice of any change to the Fund’s investment objective.
 
  The Fund seeks to meet it’s objective by investing, normally, at least 80% of its assets in marketable equity securities of small- and mid- capitalization growth companies.
 
  Effective May 31, 2010, the preceding sentence will be replaced by the following: The Fund invests, under normal circumstances, at least 80% of net assets (plus borrowings for investment purposes) in securities of small- and/or mid-capitalization issuers. The Fund invests, under normal circumstances, at least 80% of its net assets in securities of small-and/or mid-capitalization issuers. The Fund invests primarily in equity securities.
 
  In complying with this 80% investment requirement, the Fund may also invest in the following other investments that have economic characteristics similar to the Fund’s direct investments: derivatives, exchange-traded funds and American Depository Receipts. These derivatives and other investments may have the effect of leveraging the Fund’s portfolio.
 
  The Fund considers an issuer to be a small-capitalization issuer if it has a market capitalization, at the time of purchase, no larger than the largest capitalized issuer included in the Russell 2000® Index during the most recent 11-month period (based on month-end data) plus the most recent data during the current month. The Russell 2000® Index measures the performance of the 2,000 smallest issuers in the Russell 3000® Index, which measures the performance of the 3,000 largest U.S. issuers. The Russell 2000® Index is widely regarded as representative of small capitalization issuers.
 
  The Fund considers an issuer to be a mid-capitalization issuer if it has a market capitalization, at the time of purchase, within the range of the largest and smallest capitalized issuers included in the Russell® Midcap Index during the most recent 11-month period (based on the month-end data) plus the most recent data during the current month. The Russell® Midcap Index measures the performance of the 800 smallest issuers in the Russell 1000® Index. The Russell 1000® Index measures the performance of the 1,000 largest issuers domiciled in the United States. The issuers in the Russell® Midcap Index represent approximately 25% of the total market capitalization of the Russell 1000® Index.
 
  The Fund invests, under normal circumstances, in issuers located in at least three countries, including the U.S.
 
  The Fund will, under normal circumstances, maintain at least 20% of its total assets in U.S. dollar-denominated securities. The Fund emphasizes investment in issuers in developed countries such as the United States, the countries of Western Europe and certain countries in the Pacific Basin. As of February 23, 2010, the principal countries in which the Fund invests were United States, United Kingdom and Canada. The Fund may also invest 35% of its total assets in issuers located in developing countries, i.e., those that are identified as in the initial stages of their industrial cycles.
 
  The portfolio managers employ a disciplined investment strategy that emphasizes fundamental research, supported by quantitative analysis, portfolio construction and risk management techniques. The strategy primarily focuses on identifying issuers that have experienced, or exhibit the potential for, accelerating or above average earnings growth but whose prices do not fully reflect these attributes. Investments for the portfolio are selected bottom-up on a security-by-security basis. The focus is on the strengths of individual issuers, rather than sector or country trends.
 
  The Fund’s portfolio managers may consider selling a security for several reasons, including when (1) its fundamentals deteriorate or it posts disappointing earnings, (2) its security price appears to be overvalued, or (3) a more attractive investment opportunity is identified.
 
  The Fund may, from time to time, take temporary defensive positions in cash and other securities that are inconsistent with the Fund’s principal investment strategies in anticipation of or in response to adverse market, economic, political or other conditions. As a result, the Fund may not achieve its investment objective.
 
  The Fund’s investments in the types of securities described in this prospectus vary from time to time, and at any time, the Fund may not be invested in all types of securities described in this prospectus. The Fund may also invest in securities and other investments not described in this prospectus. Any percentage limitations with respect to assets of the Fund are applied at the time of purchase.
 
Risks
The principal risks of investing in the Fund are:
 
  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.
 
  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.
 
  Foreign Securities Risk. The dollar value of the Fund’s foreign investments will be affected by changes in the exchange rates between the dollar and the currencies in which those investments are traded. The value of the Fund’s foreign investments may be adversely affected by political and social instability in their home countries, by changes in economic or taxation policies in those countries, or by the difficulty in enforcing obligations in those countries. Foreign companies generally may be subject to less stringent regulations than U.S. companies, including financial reporting requirements and auditing and accounting controls. As a result, there generally is less publicly available information about foreign companies than about U.S. companies. Trading in many foreign securities may be less liquid and more volatile than U.S. securities due to the size of the market or other factors.
 
  Developing Markets Securities Risk. The prices of securities issued by foreign companies and governments located in developing countries may be impacted by certain factors more than those in countries with mature
 
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economies. For example, developing countries may experience higher rates of inflation or sharply devalue their currencies against the U.S. dollar, thereby causing the value of investments issued by the government or companies located in those countries to decline. Other factors include transaction costs, delays in settlement procedures, adverse political developments and lack of timely information.
 
  Management Risk. The investment techniques and risk analysis used by the Fund’s portfolio managers may produce the desired results.
 
AIM International Core Equity Fund
 
Objective and Strategies
The Fund’s investment objective is long-term growth of capital. The Fund’s investment objective may be changed by the Board of Trustees without shareholder approval. The Fund will provide shareholders with advance notice of any change to the Fund’s investment objective.
 
  The Fund invests, under normal circumstances, at least 80% of its assets in equity securities.
 
  The Fund invests in a diversified portfolio that consists primarily of equity securities of foreign issuers that are, in the portfolio managers’ view, attractively valued relative to current or projected earnings, or to the current market value of assets owned by the issuer. The Fund focuses its investments in marketable equity securities of foreign issuers that are listed on a foreign or U.S. securities exchange or traded in a foreign or U.S. over-the-counter market.
 
  The Fund invests, under normal circumstances, in issuers located in at least three countries outside of the U.S. As of February 23, 2010, the principal countries in which the Fund invests were Japan, United Kingdom, United States, Switzerland, Canada, France and Germany. The Fund emphasizes investment in issuers in the developed countries of Western Europe and the Pacific Basin. The Fund may invest up to 100% of its assets in foreign securities. The Fund may invest up to 20% of the Fund’s total assets in issuers located in developing countries, i.e., those that are identified as in the initial stages of their industrial cycles.
 
  In selecting securities for the Fund, the portfolio managers seek to identify attractively valued issuers with market capitalization in excess of $1 billion. Initial factors considered by the portfolio managers when evaluating potential investments include an issuer’s return on equity, amount of shareholders’ capital and the percentage of earnings paid in dividends, as well as an issuer’s historic earnings stability and overall debt levels. In analyzing potential investments, the portfolio managers conduct research on issuers meeting their criteria and may communicate directly with management.
 
  The Fund’s portfolio managers consider selling a security when (1) its share price increases and it is no longer attractively priced relative to other issuers according to our proprietary valuation model, (2) its fundamentals deteriorate or (3) it causes the portfolio’s sector or regional weighting relative to its benchmark to fall outside acceptable risk parameters.
 
  The Fund may, from time to time, take temporary defensive positions in cash and other securities that are inconsistent with the Fund’s principal investment strategies in anticipation of or in response to adverse market, economic, political or other conditions. As a result, the Fund may not achieve its investment objective.
 
  The Fund’s investments in the types of securities described in this prospectus vary from time to time, and at any time, the Fund may not be invested in all types of securities described in this prospectus. The Fund may also invest in securities and other investments not described in this prospectus. Any percentage limitations with respect to assets of the Fund are applied at the time of purchase.
 
Risks
The principal risks of investing in the Fund are:
 
  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.
 
  Foreign Securities Risk. The dollar value of the Fund’s foreign investments will be affected by changes in the exchange rates between the dollar and the currencies in which those investments are traded. The value of the Fund’s foreign investments may be adversely affected by political and social instability in their home countries, by changes in economic or taxation policies in those countries, or by the difficulty in enforcing obligations in those countries. Foreign companies generally may be subject to less stringent regulations than U.S. companies, including financial reporting requirements and auditing and accounting controls. As a result, there generally is less publicly available information about foreign companies than about U.S. companies. Trading in many foreign securities may be less liquid and more volatile than U.S. securities due to the size of the market or other factors.
 
  Developing Markets Securities Risk. The prices of securities issued by foreign companies and governments located in developing countries may be impacted by certain factors more than those in countries with mature economies. For example, developing countries may experience higher rates of inflation or sharply devalue their currencies against the U.S. dollar, thereby causing the value of investments issued by the government or companies located in those countries to decline. Other factors include transaction costs, delays in settlement procedures, adverse political developments and lack of timely information.
 
  Management Risk. The investment techniques and risk analysis used by the Fund’s portfolio managers may produce the desired results.
 
AIM International Growth Fund
 
Objective and Strategies
The Fund’s investment objective is long-term growth of capital. The Fund’s investment objective may be changed by the Board of Trustees without shareholder approval. The Fund will provide shareholders with advance notice of any change to the Fund’s investment objective.
 
  The Fund invests primarily in a diversified portfolio of international securities whose issuers are considered by the Fund’s portfolio managers to have strong earnings growth. The Fund invests primarily in equity securities.
 
  The Fund focuses its investments in equity securities of foreign issuers that are listed on a recognized foreign or U.S. securities exchange or traded in a foreign or U.S. over-the-counter market. The Fund invests, under normal circumstances, in issuers located in at least three countries outside of the U.S., emphasizing investment in issuers in the developed countries of Western Europe and the Pacific Basin. As of February 23, 2010, the principal countries in which the Fund invests were United Kingdom, Switzerland, United States, Japan, Germany, Canada and Australia. The Fund may also invest up to 20% of its total assets in issuers located in developing countries, i.e., those that are identified as in the initial stages of their industrial cycles.
 
  The portfolio managers employ a disciplined investment strategy that emphasizes fundamental research, supported by quantitative analysis, portfolio construction and risk management techniques. The strategy primarily focuses on identifying issuers that have experienced, or exhibit the potential for, accelerating or above average earnings growth but whose prices do not fully reflect these attributes. Investments for the portfolio are selected bottom-up on a security-by-security basis. The focus is on the strengths of individual issuers, rather than sector or country trends.
 
  The Fund’s portfolio managers may consider selling a security for several reasons, including when (1) its fundamentals deteriorate or it posts disappointing earnings, (2) its security price appears to be overvalued, or (3) a more attractive investment opportunity is identified.
 
  The Fund may, from time to time, take temporary defensive positions in cash and other securities that are inconsistent with the Fund’s principal investment strategies in anticipation of or in response to adverse market,
 
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economic, political or other conditions. As a result, the Fund may not achieve its investment objective.
 
  The Fund’s investments in the types of securities described in this prospectus vary from time to time, and at any time, the Fund may not be invested in all types of securities described in this prospectus. The Fund may also invest in securities and other investments not described in this prospectus. Any percentage limitations with respect to assets of the Fund are applied at the time of purchase.
 
Risks
The principal risks of investing in the Fund are:
 
  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.
 
  Foreign Securities Risk. The dollar value of the Fund’s foreign investments will be affected by changes in the exchange rates between the dollar and the currencies in which those investments are traded. The value of the Fund’s foreign investments may be adversely affected by political and social instability in their home countries, by changes in economic or taxation policies in those countries, or by the difficulty in enforcing obligations in those countries. Foreign companies generally may be subject to less stringent regulations than U.S. companies, including financial reporting requirements and auditing and accounting controls. As a result, there generally is less publicly available information about foreign companies than about U.S. companies. Trading in many foreign securities may be less liquid and more volatile than U.S. securities due to the size of the market or other factors.
 
  Developing Markets Securities Risk. The prices of securities issued by foreign companies and governments located in developing countries may be impacted by certain factors more than those in countries with mature economies. For example, developing countries may experience higher rates of inflation or sharply devalue their currencies against the U.S. dollar, thereby causing the value of investments issued by the government or companies located in those countries to decline. Other factors include transaction costs, delays in settlement procedures, adverse political developments and lack of timely information.
 
  Management Risk. The investment techniques and risk analysis used by the Fund’s portfolio managers may produce the desired results.
 
Portfolio Holdings
A description of the Funds’ policies and procedures with respect to the disclosure of the Funds’ portfolio holdings is available in the Funds’ SAI, which is available at www.invescoaim.com.
 
Fund Management
 
The Advisers
Invesco Advisers, Inc. (the Adviser or Invesco) serves as each Fund’s investment adviser. The Adviser manages the investment operations of each Fund as well as other investment portfolios that encompass a broad range of investment objectives, and has agreed to perform or arrange for the performance of each Fund’s day-today management. The Adviser is located at 1555 Peachtree Street, N.E., Atlanta, Georgia 30309. The Adviser, as successor in interest to multiple investment advisers, has been an investment adviser since 1976.
 
  Civil lawsuits, including a regulatory proceeding and purported class action and shareholder derivative suits, have been filed against certain AIM Funds, INVESCO Funds Group, Inc. (IFG), (the former investment adviser to certain AIM Funds), Invesco Advisers, Inc., successor by merger to Invesco Aim Advisors, Inc., Invesco Aim Distributors, Inc. (Invesco Aim Distributors) (the distributor of the AIM Funds) and/or related entities and individuals, depending on the lawsuit, alleging among other things that the defendants permitted improper market timing and related activity in the Funds.
 
  Additional civil lawsuits related to the above or other matters may be filed by regulators or private litigants against the AIM Funds, IFG, Invesco, Invesco Aim Distributors and/or related entities and individuals in the future. More detailed information concerning all of the above matters, including the parties to the civil lawsuits and summaries of the various allegations and remedies sought in such lawsuits, can be found in the SAI.
 
  Effective April 30, 2010, any and all references in the prospectus to “AIM Funds” are replaced with “Invesco Funds” and Invesco Aim Distributors, Inc. will be known as Invesco Distributors, Inc.
 
Adviser Compensation
During the fiscal year ended October 31, 2009, the Adviser received compensation of 0.79% of the Fund’s average daily net assets after fee waivers and/or expense reimbursements on AIM Global Growth Fund.
 
  During the fiscal year ended October 31, 2009, the Adviser received compensation of 0.78% of the Fund’s average daily net assets after fee waivers and/or expense reimbursements on AIM Global Small & Mid Cap Growth Fund.
 
  During the fiscal year ended October 31, 2009, the Adviser received compensation of 0.75% of the Fund’s average daily net assets after fee waivers and/or expense reimbursements on AIM International Core Equity Fund.
 
  During the fiscal year ended October 31, 2009, the Adviser received compensation of 0.86% of the Fund’s average daily net assets after fee waivers and/or expense reimbursements on AIM International Growth Fund.
 
  Invesco, not the Funds, pays sub-advisory fees, if any.
 
  A discussion regarding the basis for the Board of Trustees’ approval of the investment advisory agreement and investment sub-advisory agreements of each Fund is available in each Fund’s most recent report to shareholders for the twelve-month period ended October 31.
 
Portfolio Managers
The following individuals are jointly and primarily responsible for the day-to-day management of the Fund’s portfolio:
 
AIM Global Growth Fund
n  Robert Lloyd, (lead manager with respect to the domestic portion of the Fund’s portfolio), Senior Portfolio Manager, who has been responsible for the Fund since 2008 and has been associated with Invesco and/or its affiliates since 2000.
 
n  Barrett Sides, (lead manager with respect to the Fund’s investments in Asia Pacific and Latin America), Senior Portfolio Manager, who has been responsible for the Fund since 1999 and has been associated with Invesco and/or its affiliates since 1990.
 
n  Matthew Dennis, (lead manager with respect to the Fund’s investments in Europe and Canada), Portfolio Manager, who has been responsible for the Fund since 2003 and has been associated with Invesco and/or its affiliates since 2000.
 
n  Clas Olsson, Senior Portfolio Manager, who has been responsible for the Fund since 1997 and has been associated with Invesco and/or its affiliates since 1994.
 
AIM Global Small & Mid Cap Growth Fund
n  Paul Rasplicka, (lead manager with respect to the domestic portion of the Fund’s portfolio), Senior Portfolio Manager, who has been responsible for the Fund since 2008 and has been associated with Invesco and/or its affiliates since 1994.
 
n  Jason Holzer, (lead manager with respect to the Fund’s investments in Europe and Canada), Senior Portfolio Manager, who has been
 
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responsible for the Fund since 1999 and has been associated with Invesco and/or its affiliates since 1996.
 
n  Shuxin Cao, (lead manager with respect to the Fund’s investment in Asia Pacific and Latin America), Senior Portfolio Manager, who has been responsible for the Fund since 1999 and has been associated with Invesco and/or its affiliates since 1997.
 
n  Borge Endresen, Portfolio Manager, who has been responsible for the Fund since 2002 and has been associated with Invesco and/or its affiliates since 1999.
 
AIM International Core Equity Fund
n  Erik Granade, Portfolio Manager, Chief Investment Officer, who has been responsible for the Fund since 1998 and has been associated with Invesco and/or its affiliates since 1996.
 
n  Ingrid Baker, Portfolio Manager, who has been responsible for the Fund since 1999 and has been associated with Invesco and/or its affiliates since 1999.
 
n  W. Lindsay Davidson, Portfolio Manager, who has been responsible for the Fund since 1998 and has been associated with Invesco and/or its affiliates since 1984.
 
n  Sargent McGowan, Portfolio Manager, who has been responsible for the Fund since 2009 and has been associated with Invesco and/or its affiliates since 2002.
 
n  Anuja Singha, Portfolio Manager, who has been responsible for the Fund since 2009 and has been associated with Invesco and/or its affiliates since 1998.
 
  Investment decisions for AIM International Core Equity Fund are made by the investment management team at Invesco, which is comprised of portfolio managers, some of whom also have research responsibilities, who collectively make decisions about investments in the Fund under the direction of the Chief Investment Officer.
 
AIM International Growth Fund
n  Clas Olsson, (lead manager with respect to the Fund’s investments in Europe and Canada), Senior Portfolio Manager, who has been responsible for the Fund since 1997 and has been associated with Invesco and/or its affiliates since 1994.
 
n  Barrett Sides, (lead manager with respect to the Fund’s investments in Asia Pacific and Latin America), Senior Portfolio Manager, who has been responsible for the Fund since 1995 and has been associated with Invesco and/or its affiliates since 1990.
 
n  Shuxin Cao, Senior Portfolio Manager, who has been responsible for the Fund since 2003 and has been associated with Invesco and/or its affiliates since 1997.
 
n  Jason Holzer, Senior Portfolio Manager, who has been responsible for the Fund since 1999 and has been associated with Invesco and/or its affiliates since 1996.
 
n  Matthew Dennis, Portfolio Manager, who has been responsible for the Fund since 2003 and has been associated with Invesco and/or its affiliates since 2000.
 
All Funds
A lead manager generally has final authority over all aspects of a portion of the Fund’s investment portfolio, including but not limited to, purchases and sales of individual securities, portfolio construction techniques, portfolio risk assessment, and the management of daily cash flows in accordance with portfolio holdings. The degree to which a lead manager may perform these functions, and the nature of these functions, may change from time to time.
 
  More information on the portfolio managers may be found at www.invescoaim.com. The Web site is not part of this prospectus.
 
  The Funds’ SAI provides additional information about the portfolio managers’ investments in the Funds, a description of the compensation structure and information regarding other accounts managed.
 
Other Information
 
Dividends and Distributions
AIM Global Growth Fund expects, based on its investment objective and strategies, that its distributions, if any, will consist of ordinary income, capital gains, or some combination of both.
 
  AIM Global Small & Mid Cap Growth Fund expects, based on its investment objective and strategies, that its distributions, if any, will consist of ordinary income, capital gains, or some combination of both.
 
  AIM International Core Equity Fund expects, based on its investment objective and strategies, that its distributions, if any, will consist of ordinary income, capital gains, or some combination of both.
 
  AIM International Growth Fund expects, based on its investment objective and strategies, that its distributions, if any, will consist of ordinary income, capital gains, or some combination of both.
 
Dividends
AIM Global Growth Fund generally declares and pays dividends from net investment income, if any, annually.
 
  AIM Global Small & Mid Cap Growth Fund generally declares and pays dividends from net investment income, if any, annually.
 
  AIM International Core Equity Fund generally declares and pays dividends from net investment income, if any, annually.
 
  AIM International Growth Fund generally declares and pays dividends from net investment income, if any, annually.
 
Capital Gains Distributions
AIM Global Growth Fund generally distributes long-term and short-term capital gains (net of any capital loss carryovers), if any, at least annually. Capital gains distributions may vary considerably from year to year as a result of the Fund’s normal investment activities and cash flows. During a time of economic downturn, a Fund may experience capital losses and unrealized depreciation in value of investments, the effect of which may be to reduce or eliminate capital gains distributions for a period of time. Even though a Fund may experience a current year loss, it may nonetheless distribute prior year capital gains.
 
  AIM Global Small & Mid Cap Growth Fund generally distributes long-term and short-term capital gains (net of any capital loss carryovers), if any, at least annually. Capital gains distributions may vary considerably from year to year as a result of the Fund’s normal investment activities and cash flows. During a time of economic downturn, a Fund may experience capital losses and unrealized depreciation in value of investments, the effect of which may be to reduce or eliminate capital gains distributions for a period of time. Even though a Fund may experience a current year loss, it may nonetheless distribute prior year capital gains.
 
  AIM International Core Equity Fund generally distributes long-term and short-term capital gains (net of any capital loss carryovers), if any, at least annually. Capital gains distributions may vary considerably from year to year as a result of the Fund’s normal investment activities and cash flows. During a time of economic downturn, a Fund may experience capital losses and unrealized depreciation in value of investments, the effect of which may be to reduce or eliminate capital gains distributions for a period of time. Even though a Fund may experience a current year loss, it may nonetheless distribute prior year capital gains.
 
  AIM International Growth Fund generally distributes long-term and short-term capital gains (net of any capital loss carryovers), if any, at least annually. Capital gains distributions may vary considerably from year to year as a result of the Fund’s normal investment activities and cash flows.
 
12        AIM International Mutual Funds


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During a time of economic downturn, a Fund may experience capital losses and unrealized depreciation in value of investments, the effect of which may be to reduce or eliminate capital gains distributions for a period of time. Even though a Fund may experience a current year loss, it may nonetheless distribute prior year capital gains.
 
Benchmark Descriptions
 
Lipper Global Large-Cap Growth Funds Index is an unmanaged index considered representative of global large-cap growth funds tracked by Lipper.
 
  Lipper Global Small/Mid-Cap Funds Category Average represents an average of all of the funds in the Lipper Global Small/Mid-Cap Funds category.
 
  Lipper International Large-Cap Core Funds Index is an unmanaged index considered representative of international large-cap core funds tracked by Lipper.
 
  Lipper International Multi-Cap Growth Funds Index is an unmanaged index considered representative of international multi-cap growth funds tracked by Lipper.
 
  MSCI EAFE® Index is an unmanaged index considered representative of stocks of Europe, Australasia and the Far East.
 
  MSCI EAFE®Growth Index is an unmanaged index considered representative of growth stocks of Europe, Australasia and the Far East.
 
  MSCI World Growth Index is an unmanaged index considered representative of growth stocks of developed countries.
 
  MSCI World Indexsm is an unmanaged index considered representative of stocks of developed countries.
 
13        AIM International Mutual Funds


Table of Contents

 
 
Financial Highlights
 
The financial highlights tables are intended to help you understand each Fund’s financial performance. Certain information reflects financial results for a single Fund share.
 
  The total returns in the tables represent the rate that an investor would have earned (or lost) on an investment in each Fund (assuming reinvestment of all dividends and distributions).
 
  This information has been audited by PricewaterhouseCoopers LLP, whose report, along with each Fund’s financial statements, is included in each Fund’s annual report, which is available upon request.
                                                                                                 
                                    Ratio of
  Ratio of
       
            Net gains
                      expenses
  expenses
       
            (losses)
                      to average
  to average net
  Ratio of net
   
    Net asset
      on securities
      Dividends
              net assets
  assets without
  investment
   
    value,
  Net
  (both
  Total from
  from net
  Net asset
      Net assets,
  with fee waivers
  fee waivers
  income
   
    beginning
  investment
  realized and
  investment
  investment
  value, end
  Total
  end of period
  and/or expenses
  and/or expenses
  to average
  Portfolio
    of period   income(a)   unrealized)   operations   income   of period(b)   Return(c)   (000s omitted)   absorbed   absorbed   net assets   turnover(d)
 
 
AIM Global Growth Fund—Institutional Class
Year ended 10/31/09
  $ 16.65     $ 0.26     $ 3.05 (e)   $ 3.31     $ (0.37 )   $ 19.59       20.49 %(e)   $ 1,013       1.07 %(f)     1.08 %(f)     1.55 %(f)     40 %
Year ended 10/31/08
    28.19       0.30       (11.77 )     (11.47 )     (0.07 )     16.65       (40.79 )     1,010       1.08       1.09       1.51       48  
Year ended 10/31/07(g)
    27.11       0.02       1.06       1.08             28.19       3.98       10       1.05 (h)     1.05 (h)     0.94 (h)     38  
     
(a)
  Calculated using average shares outstanding.
(b)
  Includes redemption fees added to shares of beneficial interest which were less than $0.005 per share.
(c)
  Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Not annualized for periods less than one year, if applicable.
(d)
  Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year, if applicable.
(e)
  Includes litigation proceeds received during the period. Had the litigation proceeds not been received, net gains ( losses) on securities (both realized and unrealized) per share would have been $2.93 for Institutional Class shares and total return would have been lower.
(f)
  Ratios are based on average daily net assets (000’s omitted) of $947.
(g)
  Commencement date of September 28, 2007.
(h)
  Annualized.
 
                                                                                                                 
                                            Ratio of
  Ratio of
       
                                            expenses
  expenses
       
            Net gains
                              to average
  to average net
  Ratio of net
   
    Net asset
      on securities
      Dividends
  Distributions
                  net assets
  assets without
  investment
   
    value,
  Net
  (both
  Total from
  from net
  from net
      Net asset
      Net assets,
  with fee waivers
  fee waivers
  income
   
    beginning
  investment
  realized and
  investment
  investment
  realized
  Total
  value, end
  Total
  end of period
  and/or expenses
  and/or expenses
  to average
  Portfolio
    of period   income   unrealized)   operations   income   gains   Distributions   of period(a)   Return(b)   (000s omitted)   absorbed   absorbed   net assets   turnover(c)
 
 
AIM Global Small & Mid Cap Growth Fund—Institutional Class
Year ended 10/31/09
  $ 12.93     $ 0.13 (d)   $ 3.07     $ 3.20     $ (0.27 )   $ (1.05 )   $ (1.32 )   $ 14.81       29.20 %   $ 23,859       0.96 %(e)     0.97 %(e)     1.05 %(e)     54 %
Year ended 10/31/08
    29.53       0.23 (d)     (13.12 )     (12.89 )     (0.11 )     (3.60 )     (3.71 )     12.93       (49.46 )     17,593       0.93       0.94       1.22       74  
Year ended 10/31/07(f)
    27.82       0.02       1.69       1.71                         29.53       6.15       11       1.00 (g)     1.00 (g)     0.90 (g)     43  
     
(a)
  Includes redemption fees added to shares of beneficial interest which were less than $0.005 per share.
(b)
  Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Not annualized for periods less than one year, if applicable.
(c)
  Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year, if applicable.
(d)
  Calculated using average shares outstanding.
(e)
  Ratios are based on average daily net assets (000’s omitted) of $19,407.
(f)
  Commencement date of September 28, 2007.
(g)
  Annualized.
 
                                                                                                                 
                                            Ratio of
  Ratio of
       
            Net gains
                              expenses
  expenses
       
            (losses)
                              to average
  to average net
  Ratio of net
   
    Net asset
      on securities
      Dividends
  Distributions
                  net assets
  assets without
  investment
   
    value,
  Net
  (both
  Total from
  from net
  from net
      Net asset
      Net assets,
  with fee waivers
  fee waivers
  income
   
    beginning
  investment
  realized and
  investment
  investment
  realized
  Total
  value, end
  Total
  end of period
  and/or expenses
  and/or expenses
  to average
  Portfolio
    of period   income(a)   unrealized)   operations   income   gains   Distributions   of period(b)   Return(c)   (000s omitted)   absorbed   absorbed   net assets   turnover(d)
 
 
AIM International Core Equity Fund—Institutional Class
Year ended 10/31/09
  $ 8.70     $ 0.20     $ 1.86     $ 2.06     $ (0.39 )   $     $ (0.39 )   $ 10.37       25.10 %   $ 241,432       0.94 %(e)     0.94 %(e)     2.31 %(e)     43 %
Year ended 10/31/08
    16.89       0.35       (7.05 )     (6.70 )     (0.26 )     (1.23 )     (1.49 )     8.70       (43.08 )     209,494       0.87       0.87       2.71       38  
Year ended 10/31/07
    14.54       0.31       2.75       3.06       (0.29 )     (0.42 )     (0.71 )     16.89       21.89       405,507       0.88       0.88       1.99       27  
Year ended 10/31/06
    11.97       0.33       2.78       3.11       (0.16 )     (0.38 )     (0.54 )     14.54       26.86       193,959       0.95       0.95       2.45       21  
Year ended 10/31/05
    10.56       0.21       1.32       1.53       (0.12 )           (0.12 )     11.97       14.53       73,018       0.98       0.98       1.78       21  
     
(a)
  Calculated using average shares outstanding.
(b)
  Includes redemption fees added to shares of beneficial interest which were less than $0.005 per share.
(c)
  Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions.
(d)
  Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year, if applicable.
(e)
  Ratios are based on average daily net assets (000’s omitted) of $204,607.
 
 
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                                            Ratio of
  Ratio of
       
            Net gains
                              expenses
  expenses
       
            (losses)
                              to average
  to average net
  Ratio of net
   
    Net asset
      on securities
      Dividends
  Distributions
                  net assets
  assets without
  investment
   
    value,
  Net
  (both
  Total from
  from net
  from net
      Net asset
      Net assets,
  with fee waivers
  fee waivers
  income
   
    beginning
  investment
  realized and
  investment
  investment
  realized
  Total
  value, end
  Total
  end of period
  and/or expenses
  and/or expenses
  to average
  Portfolio
    of period   income(a)   unrealized)   operations   income   gains   Distributions   of period(b)   Return(c)   (000s omitted)   absorbed   absorbed   net assets   turnover(d)
 
 
AIM International Growth Fund—Institutional Class
Year ended 10/31/09
  $ 19.36     $ 0.35     $ 4.58     $ 4.93     $ (0.52 )   $     $ (0.52 )   $ 23.77       26.32 %   $ 917,297       1.01 %(e)     1.03 %(e)     1.72 %(e)     26 %
Year ended 10/31/08
    37.14       0.52       (16.17 )     (15.65 )     (0.29 )     (1.84 )     (2.13 )     19.36       (44.38 )     526,647       1.03       1.04       1.79       38  
Year ended 10/31/07
    28.26       0.42       8.84       9.26       (0.29 )     (0.09 )     (0.38 )     37.14       33.13       833,977       1.02       1.05       1.30       22  
Year ended 10/31/06
    21.97       0.25       6.35       6.60       (0.31 )           (0.31 )     28.26       30.32       288,408       1.08       1.12       0.99       37  
Year ended 10/31/05
    18.34       0.25       3.38       3.63                         21.97       19.79       98,912       1.07       1.12       1.16       37  
     
(a)
  Calculated using average shares outstanding.
(b)
  Includes redemption fees added to shares of beneficial interest which were less than $0.005 per share.
(c)
  Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions.
(d)
  Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year, if applicable.
(e)
  Ratios are based on average daily net assets (000’s omitted) of $645,306.
 
15        AIM International Mutual Funds


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Hypothetical Investment and Expense Information
 
In connection with the final settlement reached between Invesco and certain of its affiliates with certain regulators, including the New York Attorney Generals Office, the SEC and the Colorado Attorney Generals Office (the settlement) arising out of certain market timing and unfair pricing allegations made against Invesco and certain of its affiliates, Invesco and certain of its affiliates agreed, among other things, to disclose certain hypothetical information regarding investment and expense information to Fund shareholders. The chart below is intended to reflect the annual and cumulative impact of the Funds expenses, including investment advisory fees and other Fund costs, on the Funds return over a 10-year period. The example reflects the following:
  n  You invest $10,000 in the Fund and hold it for the entire 10 year period; and
  n  Your investment has a 5% return before expenses each year.
 
  There is no assurance that the annual expense ratio will be the expense ratio for each Fund’s Institutional Class for any of the years shown. This is only a hypothetical presentation made to illustrate what expenses and returns would be under the above scenarios; your actual returns and expenses are likely to differ (higher or lower) from those shown below.
                                                                                 
AIM Global Growth Fund—
                                       
Institutional Class   Year 1   Year 2   Year 3   Year 4   Year 5   Year 6   Year 7   Year 8   Year 9   Year 10
 
 
Annual Expense Ratio1
    1 .09%     1 .09%     1 .09%     1 .09%     1 .09%     1 .09%     1 .09%     1 .09%     1 .09%     1 .09%
Cumulative Return Before Expenses
    5 .00%     10 .25%     15 .76%     21 .55%     27 .63%     34 .01%     40 .71%     47 .75%     55 .13%     62 .89%
Cumulative Return After Expenses
    3 .91%     7 .97%     12 .19%     16 .58%     21 .14%     25 .88%     30 .80%     35 .91%     41 .23%     46 .75%
End of Year Balance
  $ 10,391 .00   $ 10,797 .29   $ 11,219 .46   $ 11,658 .14   $ 12,113 .98   $ 12,587 .63   $ 13,079 .81   $ 13,591 .23   $ 14,122 .65   $ 14,674 .84
Estimated Annual Expenses
  $ 111 .13   $ 115 .48   $ 119 .99   $ 124 .68   $ 129 .56   $ 134 .62   $ 139 .89   $ 145 .36   $ 151 .04   $ 156 .95
 
AIM Global Small & Mid Cap
                                       
Growth Fund—Institutional Class   Year 1   Year 2   Year 3   Year 4   Year 5   Year 6   Year 7   Year 8   Year 9   Year 10
 
Annual Expense Ratio1
    0 .99%     0 .99%     0 .99%     0 .99%     0 .99%     0 .99%     0 .99%     0 .99%     0 .99%     0 .99%
Cumulative Return Before Expenses
    5 .00%     10 .25%     15 .76%     21 .55%     27 .63%     34 .01%     40 .71%     47 .75%     55 .13%     62 .89%
Cumulative Return After Expenses
    4 .01%     8 .18%     12 .52%     17 .03%     21 .72%     26 .60%     31 .68%     36 .96%     42 .45%     48 .17%
End of Year Balance
  $ 10,401 .00   $ 10,818 .08   $ 11,251 .89   $ 11,703 .09   $ 12,172 .38   $ 12,660 .49   $ 13,168 .18   $ 13,696 .22   $ 14,245 .44   $ 14,816 .68
Estimated Annual Expenses
  $ 100 .98   $ 105 .03   $ 109 .25   $ 113 .63   $ 118 .18   $ 122 .92   $ 127 .85   $ 132 .98   $ 138 .31   $ 143 .86
 
AIM International Core Equity
                                       
Fund—Institutional Class   Year 1   Year 2   Year 3   Year 4   Year 5   Year 6   Year 7   Year 8   Year 9   Year 10
 
Annual Expense Ratio1
    0 .94%     0 .94%     0 .94%     0 .94%     0 .94%     0 .94%     0 .94%     0 .94%     0 .94%     0 .94%
Cumulative Return Before Expenses
    5 .00%     10 .25%     15 .76%     21 .55%     27 .63%     34 .01%     40 .71%     47 .75%     55 .13%     62 .89%
Cumulative Return After Expenses
    4 .06%     8 .28%     12 .68%     17 .26%     22 .02%     26 .97%     32 .13%     37 .49%     43 .07%     48 .88%
End of Year Balance
  $ 10,406 .00   $ 10,828 .48   $ 11,268 .12   $ 11,725 .61   $ 12,201 .67   $ 12,697 .05   $ 13,212 .55   $ 13,748 .98   $ 14,307 .19   $ 14,888 .06
Estimated Annual Expenses
  $ 95 .91   $ 99 .80   $ 103 .85   $ 108 .07   $ 112 .46   $ 117 .02   $ 121 .78   $ 126 .72   $ 131 .86   $ 137 .22
 
AIM International Growth
                                       
Fund—Institutional Class   Year 1   Year 2   Year 3   Year 4   Year 5   Year 6   Year 7   Year 8   Year 9   Year 10
 
Annual Expense Ratio1
    1 .05%     1 .05%     1 .05%     1 .05%     1 .05%     1 .05%     1 .05%     1 .05%     1 .05%     1 .05%
Cumulative Return Before Expenses
    5 .00%     10 .25%     15 .76%     21 .55%     27 .63%     34 .01%     40 .71%     47 .75%     55 .13%     62 .89%
Cumulative Return After Expenses
    3 .95%     8 .06%     12 .32%     16 .76%     21 .37%     26 .17%     31 .15%     36 .33%     41 .72%     47 .31%
End of Year Balance
  $ 10,395 .00   $ 10,805 .60   $ 11,232 .42   $ 11,676 .10   $ 12,137 .31   $ 12,616 .73   $ 13,115 .10   $ 13,633 .14   $ 14,171 .65   $ 14,731 .43
Estimated Annual Expenses
  $ 107 .07   $ 111 .30   $ 115 .70   $ 120 .27   $ 125 .02   $ 129 .96   $ 135 .09   $ 140 .43   $ 145 .98   $ 151 .74
 
 
     
1
  Your actual expenses may be higher or lower than those shown.
 
16        AIM International Mutual Funds


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Shareholder Account Information
 
In addition to the Fund, Invesco serves as investment adviser to many other mutual funds. The following information is about the Institutional Classes of these Funds, which are offered to certain eligible institutional investors.
 
Additional information is available on the Internet at www.invescoaim.com, then click on the link for Accounts & Services, then Service Center, or consult the Fund’s SAI, which is available on that same website or upon request free of charge. The website is not part of this prospectus.
 
Suitability for Investors
The Institutional Class of the Fund is intended solely for use by institutional investors who (i) meet the eligibility requirements set forth below and (ii) trade through an omnibus, trust or similar account with the Fund. Institutional investors will receive an institutional level of fund services, which generally are limited to buying, selling or exchanging shares. Services such as dollar cost averaging and internet account access are generally limited to retail investors and are not available for institutional investor accounts.
 
Shares of the Institutional Class of the Fund are generally available for banks, trust companies and certain other financial intermediaries acting for the benefit of institutional client accounts, collective trust funds, entities acting for the account of a public entity (e.g., Taft-Hartley funds, states, cities or government agencies), funds of funds or other pooled investment vehicles, financial intermediaries and corporations investing for their own accounts, certain defined benefit plans, endowments, foundations an defined contribution plans offered pursuant to Sections 401, 457, 403(a), or 403(b) or (c) of the Internal Revenue Code (the Code) (defined contribution plans offered pursuant to Section 403(b) must be sponsored by a Section 501(c) (3) organization) which meet asset and/or minimum initial investment requirements.
 
As illustrated in the table below, the Institutional Class minimum investment amounts are as follows: (i) for an institutional investor that is a defined contribution plan for which the sponsor has combined defined contribution plan and defined benefit plan assets of at least $100 million, there is no minimum initial investment requirement; otherwise the minimum initial investment requirement for an institutional investor that is a defined contribution plan is $10 million per client sub-account; (ii) for an institutional investor that is a bank, trust company or certain other financial intermediary acting for the benefit of institutional client accounts, the minimum initial investment requirement is $10 million per client sub-account; (iii) for certain other institutional investors, the minimum initial investment requirement is $1 million per client sub-account; and (iv) for defined benefit plans, funds of funds or other pooled investment vehicles, there is no minimum initial investment requirement.
 
Purchasing Shares
If you hold your shares through a financial intermediary, your eligibility to purchase shares and the terms by which you may purchase, redeem and exchange shares may differ depending on that institution’s policies.
 
Shares Sold Without Sales Charges
You will not pay an initial or contingent deferred sales charge on purchases of any Institutional Class shares.
 
Minimum Investments
The minimum investments for Institutional Class accounts are as follows:
 
                 
 
    Initial
  Additional
Type of Account   Investments   Investments
 
Defined Contribution Plan (for which sponsor has $100MM in combined DC and DB assets)
  $ 0     $ 0  
Defined Contribution Plan (for which sponsor has less than $100MM in combined DC and DB assets)
  $ 10M     $ 0  
Banks, Trust Companies and certain other financial intermediaries
  $ 10M     $ 0  
Financial Intermediaries and other Corporations acting for their own accounts
  $ 1M     $ 0  
Foundations or Endowments
  $ 1M     $ 0  
Other institutional investors
  $ 1M     $ 0  
Defined Benefit Plan
  $ 0     $ 0  
Pooled investment vehicles (e.g., Fund of Funds)
  $ 0     $ 0  
 
How to Purchase Shares
 
         
Purchase Options
    Opening An Account   Adding To An Account
 
Through a Financial Adviser or Financial Intermediary   Contact your financial adviser or financial intermediary. The financial adviser or financial intermediary should mail your completed account application to the transfer agent,   Contact your financial adviser or financial intermediary.
    Invesco Aim Investment Services, Inc.,
    P.O. Box 0843,
    Houston, TX 77210-0843.
    The financial adviser or financial intermediary should call the transfer agent at (800) 659-1005 to receive a reference number. Then, use the following wire instructions:
    Beneficiary Bank
    ABA/Routing #: 021000021
    Beneficiary Account Number: 00100366732
    Beneficiary Account Name: Invesco Aim Investment Services, Inc.
    RFB: Fund Name, Reference #
    OBI: Your Name, Account #
By Telephone and Wire   Open your account through a financial adviser or financial intermediary as described above.   Call the transfer agent at (800) 659-1005 and wire payment for your purchase order in accordance with the wire instructions listed above.
 
Purchase orders will not be processed unless the account application and purchase payment are received in good order. In accordance with the USA PATRIOT Act, if you fail to provide all the required information requested in the current account application, your purchase order will not be processed. Additionally, federal law requires that the Fund verify and record your identifying information.
 
Automatic Dividend and Distribution Investment
All of your dividends and distributions may be paid in cash or reinvested in the same Fund at net asset value. Unless you specify otherwise, your dividends and distributions will automatically be reinvested in the same Fund.
 
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Redeeming Shares
 
     
How to Redeem Shares
 
Through a Financial Adviser or Financial Intermediary   Contact your financial adviser or financial intermediary (including your retirement plan administrator). Redemption proceeds will be sent in accordance with the wire instructions specified in the account application provided to the transfer agent. The transfer agent must receive your financial adviser’s or financial intermediary’s call before the close of the customary trading session of the New York Stock Exchange (NYSE) on days the NYSE is open for business in order to effect the redemption at that day’s closing price.
By Telephone   A person who has been authorized in the account application to effect transactions may make redemptions by telephone. You must call the transfer agent before the close of the customary trading session of the NYSE on days the NYSE is open for business in order to effect the redemption at that day’s closing price.
 
Timing and Method of Payment
We normally will send out redemption proceeds within one business day, and in any event no more than seven days, after your redemption request is received in good order (meaning that all necessary information and documentation related to the redemption request have been provided to the transfer agent). If your request is not in good order, we may require additional documentation in order to redeem your shares. Payment may be postponed under unusual circumstances, as allowed by the Securities and Exchange Commission (SEC), such as when the NYSE restricts or suspends trading.
 
If you redeem by telephone, we will transmit the amount of redemption proceeds electronically to your pre-authorized bank account.
 
We use reasonable procedures to confirm that instructions communicated via telephone are genuine, and we are not liable for losses arising from actions taken in accordance with instructions that are reasonably believed to be genuine.
 
Redemptions in Kind
Although the Funds generally intend to pay redemption proceeds solely in cash, the Funds reserve the right to determine in their sole discretion, whether to satisfy redemption requests by making payment in securities or other property (known as a redemption in kind).
 
Redemptions Initiated by the Funds
If the Fund determines that you have not provided a correct Social Security or other tax ID number on your account application, or the Fund is not able to verify your identity as required by law, the Fund may, at its discretion, redeem the account and distribute the proceeds to you.
 
Redemption Fees
Certain Funds impose a 2% redemption fee (on redemption proceeds) if you redeem or exchange shares within 31 days of purchase. Please refer to the applicable Fund’s prospectus to determine whether that Fund imposes a redemption fee. As of the date of this prospectus, the following Funds impose redemption fees:
 
         
AIM China Fund
AIM Developing Markets Fund
AIM Floating Rate Fund
AIM Global Core Equity Fund
AIM Global Equity Fund
AIM Global Growth Fund
AIM Global Real Estate Fund
 
AIM Global Small & Mid Cap Growth Fund
AIM High Yield Fund
AIM International Allocation Fund
AIM International Core Equity Fund
 
AIM International Growth Fund
AIM International Small Company Fund
AIM International Total Return Fund
AIM Japan Fund
AIM Trimark Fund
 
The redemption fee will be retained by the Fund from which you are redeeming or exchanging shares, and is intended to offset the trading costs, market impact and other costs associated with short-term money movements in and out of the Fund. The redemption fee is imposed on a first-in, first-out basis which means that you will redeem shares in the order of their purchase.
 
Redemption fees generally will not be charged in the following circumstances:
n  Redemptions and exchanges of shares held in accounts maintained by intermediaries that do not have the systematic capability to assess the redemption fees.
n  Redemptions and exchanges of shares held by funds of funds, qualified tuition plans maintained pursuant to Section 529 of the Code, variable insurance contracts or separately managed qualified default investment alternative vehicles maintained pursuant to Section 404(c)(5) of the Employee Retirement Income Security Act of 1974, as amended (ERISA), which use the Funds as underlying investments.
n  Redemptions and exchanges effectuated pursuant to an intermediary’s automatic investment rebalancing or dollar cost averaging programs or systematic withdrawal plans.
n  Redemptions requested within 31 days following the death or post-purchase disability of an account owner.
n  Redemptions or exchanges initiated by a Fund.
 
The following shares are not subject to redemption fees, irrespective of whether they are redeemed in accordance with any of the exceptions set forth above:
n  Shares acquired through the reinvestment of dividends and distributions.
n  Shares acquired in connection with a rollover or transfer of assets from the trustee or custodian of an employee benefit plan or individual retirement account (IRA) to the trustee or custodian of another employee benefit plan or IRA.
 
Shares held by employee benefit plans will only be subject to redemption fees if the shares were acquired by exchange and are redeemed by exchange within 31 days of purchase.
 
Some investments in the Funds are made through accounts that are maintained by intermediaries (rather than the Funds’ transfer agent) and some investments are made indirectly through products that use the Funds as underlying investments, such as employee benefit plans, Funds of Funds, qualified tuition plans, and variable insurance contracts (these products are generally referred to as conduit investment vehicles). If shares of the Funds are held in an account maintained by an intermediary or in the name of a conduit investment vehicle (and not in the names of individual investors), the intermediary account or conduit investment vehicle may be considered an individual shareholder of the Funds for purposes of assessing redemption fees. In these cases, the Funds are likely to be limited in their ability to assess redemption fees on transactions initiated by individual investors, and the applicability of redemption fees will be determined based on the aggregate holdings and redemptions of the intermediary account or the conduit investment vehicle.
 
If shares of the Funds are held in an account maintained by an intermediary or in the name of a conduit investment vehicle (and not in the names of individual investors), the intermediary or conduit investment vehicle may impose rules intended to limit short-term money movements in and out of the Funds which differ from those described in this prospectus. In such cases, there may be redemption fees imposed by the intermediary or conduit investment vehicle on different terms (and subject to different exceptions) than those set forth above. Please consult your financial adviser or other financial intermediary for details.
 
The Funds have the discretion to waive the 2% redemption fee if a Fund is in jeopardy of losing its registered investment company qualification for tax purposes.
 
Your financial adviser or other financial intermediary may charge service fees for handling redemption transactions.
 
Exchanging Shares
 
You may, under most circumstances, exchange Institutional Class shares in one Fund for Institutional Class shares of another Fund. An exchange is the purchase of shares in one Fund which is paid for with the proceeds from a redemption of shares of another Fund effectuated on the same day. Any gain on the transaction may be subject to federal
 
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income tax. Before requesting an exchange, review the prospectus of the Fund you wish to acquire.
 
All exchanges are subject to the limitations set forth in the prospectuses of the Funds. If you wish to exchange shares of one Fund for those of another Fund, you must consult the prospectus of the Fund whose shares you wish to acquire to determine whether the Fund is offering shares to new investors and whether you are eligible to acquire shares of that Fund.
 
Exchange Conditions
The following conditions apply to all exchanges:
n  Shares must have been held for at least one day prior to the exchange with the exception of dividends and distributions that are reinvested; and
n  If you have physical share certificates, you must return them to the transfer agent in order to effect the exchange.
 
Under unusual market conditions, a Fund may delay the exchange of shares for up to five business days if it determines that it would be materially disadvantaged by the immediate transfer of exchange proceeds. The exchange privilege is not an option or right to purchase shares. Any of the participating Funds or the distributor may modify or terminate this privilege at any time. The Fund or Invesco Aim Distributors, Inc. (“Invesco Aim Distributors”) will provide you with notice of such modification or termination if it is required to do so by law.
 
Limit on the Number of Exchanges
You will generally be limited to four exchanges out of a Fund per calendar year; provided, however, that the following transactions will not count toward the exchange limitation:
n  Exchanges of shares held in accounts maintained by intermediaries that do not have the systematic capability to apply the exchange limitation.
n  Exchanges of shares held by funds of funds and insurance company separate accounts which use the funds as underlying investments.
n  Exchanges effectuated pursuant to automatic investment rebalancing or dollar cost averaging programs.
n  Exchanges initiated by a Fund or by the trustee, administrator or other fiduciary of an employee benefit plan (not in response to distribution or exchange instructions received from a plan participant).
n  If you acquire shares in connection with a rollover or transfer of assets from the trustee or custodian of an employee benefit plan or IRA to the trustee or custodian of a new employee benefit plan or IRA, your first reallocation of those assets will not count toward the exchange limitation.
 
Each Fund reserves the discretion to accept exchanges in excess of these guidelines on a case-by-case basis if the Fund, or its designated agent, believes that granting such exceptions would be consistent with the best interests of shareholders.
 
If you exchange shares of one Fund for shares of multiple other Funds as part of a single transaction, that transaction is counted as one exchange out of a Fund.
 
Rights Reserved by the Funds
Each Fund and its agent reserves the right at any time to:
n  Reject or cancel all or any part of any purchase or exchange order.
n  Modify any terms or conditions related to the purchase, redemption or exchange of shares of any fund.
n  Suspend, change or withdraw all or any part of the offering made by this Prospectus.
 
Excessive Short-Term Trading Activity (Market Timing) Disclosures
While the Funds provide their shareholders with daily liquidity, their investment programs are designed to serve long-term investors and are not designed to accommodate excessive short-term trading activity in violation of our policies described below. Excessive short-term trading activity in the Funds’ shares (i.e., a purchase of Fund shares followed shortly thereafter by a redemption of such shares, or vice versa) may hurt the long-term performance of certain Funds by requiring them to maintain an excessive amount of cash or to liquidate portfolio holdings at a disadvantageous time, thus interfering with the efficient management of such Funds by causing them to incur increased brokerage and administrative costs. Where excessive short-term trading activity seeks to take advantage of arbitrage opportunities from stale prices for portfolio securities, the value of Fund shares held by long-term investors may be diluted. The Board has adopted policies and procedures designed to discourage excessive or short-term trading of Fund shares for all Funds. However, there is the risk that these Funds’ policies and procedures will prove ineffective in whole or in part to detect or prevent excessive or short-term trading. These Funds may alter their policies at any time without prior notice to shareholders if the adviser believes the change would be in the best interests of long-term shareholders.
 
Invesco Affiliates (defined below) currently use the following tools designed to discourage excessive short-term trading in the Funds:
n  Trade activity monitoring.
n  Trading guidelines.
n  Redemption fees on trades in certain Funds.
n  The use of fair value pricing consistent with procedures approved by the Board.
 
Each of these tools is described in more detail below. Although these tools are designed to discourage excessive short-term trading, you should understand that none of these tools alone nor all of them taken together eliminate the possibility that excessive short-term trading activity in the Funds will occur. Moreover, each of these tools involves judgments that are inherently subjective. Invesco Affiliates seek to make these judgments to the best of their abilities in a manner that they believe is consistent with long-term shareholder interests.
 
AIM Limited Maturity Treasury Fund. The Board of AIM Limited Maturity Treasury Fund has not adopted any policies and procedures that would limit frequent purchases and redemptions of such Fund’s shares. The Board considered the risks of not having a specific policy that limits frequent purchases and redemptions and determined that those risks were minimal. Nonetheless, to the extent that AIM Limited Maturity Treasury Fund must maintain additional cash and/or securities with short-term durations in greater amounts than may otherwise be required or borrow to honor redemption requests, AIM Limited Maturity Treasury Fund’s yield could be negatively impacted.
 
The Board does not believe that it is appropriate to adopt any such policies and procedures for the Fund for the following reasons:
n  Many investors use AIM Limited Maturity Treasury Fund as a short-term investment alternative and should be able to purchase and redeem shares regularly and frequently.
n  One of the advantages of AIM Limited Maturity Treasury Fund as compared to other investment options is liquidity. Any policy that diminishes the liquidity of AIM Limited Maturity Treasury Fund will be detrimental to the continuing operations of such fund.
 
Trade Activity Monitoring
Invesco Affiliates monitor selected trades on a daily basis in an effort to detect excessive short-term trading activities. If, as a result of this monitoring, Invesco Affiliates believe that a shareholder has engaged in excessive short-term trading, they will seek to act in a manner that they believe is consistent with the best interests of long-term investors, which may include taking steps such as (i) asking the shareholder to take action to stop such activities or (ii) refusing to process future purchases or exchanges related to such activities in the shareholder’s accounts. Invesco Affiliates will use reasonable efforts to apply the Fund’s policies uniformly given the practical limitations described above.
 
The ability of Invesco Affiliates to monitor trades that are made through accounts that are maintained by intermediaries (rather than the Funds’ transfer agent) and through conduit investment vehicles may be limited.
 
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Trading Guidelines
You will be limited to four exchanges out of a Fund per calendar year (other than the money market funds and AIM Limited Maturity Treasury Fund). If you meet the four exchange limit within a Fund in a calendar year, or a Fund or an Invesco Affiliate determines, in its sole discretion, that your short-term trading activity is excessive (regardless of whether or not you exceed such guidelines), it may, in its sole discretion, reject any additional purchase and exchange orders.
 
Redemption Fees
You may be charged a 2% redemption fee if you redeem, including redeeming by exchange, shares of certain Funds within 31 days of purchase. The ability of a Fund to assess a redemption fee on redemptions effectuated through accounts that are maintained by intermediaries (rather than the Funds’ transfer agent) and through conduit investment vehicles may be limited.
 
Fair Value Pricing
Securities owned by a Fund are to be valued at current market value if market quotations are readily available. All other securities and assets of a Fund for which market quotations are not readily available are to be valued at fair value determined in good faith using procedures approved by the Board. Fair value pricing may reduce the ability of frequent traders to take advantage of arbitrage opportunities resulting from potentially “stale” prices of portfolio holdings. However, it cannot eliminate the possibility of frequent trading.
 
Pricing of Shares
 
Determination of Net Asset Value
The price of each Fund’s shares is the Fund’s net asset value per share. The Funds value portfolio securities for which market quotations are readily available at market value. The Funds value all other securities and assets for which market quotations are unavailable or unreliable at their fair value in good faith using procedures approved by the Board. The Board has delegated the daily determination of good faith fair value methodologies to Invesco’s Valuation Committee, which acts in accordance with Board approved policies. On a quarterly basis, Invesco provides the Board various reports indicating the quality and effectiveness of its fair value decisions on portfolio holdings. Securities and other assets quoted in foreign currencies are valued in U.S. dollars based on the prevailing exchange rates on that day.
 
Even when market quotations are available, they may be stale or unreliable because the security is not traded frequently, trading on the security ceased before the close of the trading market or issuer specific events occurred after the security ceased trading or because of the passage of time between the close of the market on which the security trades and the close of the NYSE and when the Fund calculates its net asset value. Issuer specific events may cause the last market quotation to be unreliable. Such events may include a merger or insolvency, events which affect a geographical area or an industry segment, such as political events or natural disasters, or market events, such as a significant movement in the U.S. market. Where market quotations are not readily available, including where Invesco determines that the closing price of the security is unreliable, Invesco will value the security at fair value in good faith using procedures approved by the Board. Fair value pricing may reduce the ability of frequent traders to take advantage of arbitrage opportunities resulting from potentially “stale” prices of portfolio holdings. However, it cannot eliminate the possibility of frequent trading.
 
Fair value is that amount that the owner might reasonably expect to receive for the security upon its current sale. Fair value requires consideration of all appropriate factors, including indications of fair value available from pricing services. A fair value price is an estimated price and may vary from the prices used by other mutual funds to calculate their net asset values.
 
Invesco may use indications of fair value from pricing services approved by the Board. In other circumstances, the Invesco Valuation Committee may fair value securities in good faith using procedures approved by the Board. As a means of evaluating its fair value process, Invesco routinely compares closing market prices, the next day’s opening prices for the security in its primary market if available, and indications of fair value from other sources. Fair value pricing methods and pricing services can change from time to time as approved by the Board.
 
Specific types of securities are valued as follows:
 
Senior Secured Floating Rate Loans and Senior Secured Floating Rate Debt Securities. Senior secured floating rate loans and senior secured floating rate debt securities are fair valued using evaluated quotes provided by an independent pricing service. Evaluated quotes provided by the pricing service may reflect appropriate factors such as market quotes, ratings, tranche type, industry, company performance, spread, individual trading characteristics, institution-size trading in similar groups of securities and other market data.
 
Domestic Exchange Traded Equity Securities. Market quotations are generally available and reliable for domestic exchange traded equity securities. If market quotations are not available or are unreliable, Invesco will value the security at fair value in good faith using procedures approved by the Board.
 
Foreign Securities. If market quotations are available and reliable for foreign exchange traded equity securities, the securities will be valued at the market quotations. Because trading hours for certain foreign securities end before the close of the NYSE, closing market quotations may become unreliable. If between the time trading ends on a particular security and the close of the customary trading session on the NYSE events occur that are significant and may make the closing price unreliable, the Fund may fair value the security. If an issuer specific event has occurred that Invesco determines, in its judgment, is likely to have affected the closing price of a foreign security, it will price the security at fair value. Invesco also relies on a screening process from a pricing vendor to indicate the degree of certainty, based on historical data, that the closing price in the principal market where a foreign security trades is not the current market value as of the close of the NYSE. For foreign securities where Invesco believes, at the approved degree of certainty, that the price is not reflective of current market value, Invesco will use the indication of fair value from the pricing service to determine the fair value of the security. The pricing vendor, pricing methodology or degree of certainty may change from time to time.
 
Fund securities primarily traded on foreign markets may trade on days that are not business days of the Fund. Because the net asset value of Fund shares is determined only on business days of the Fund, the value of the portfolio securities of a Fund that invests in foreign securities may change on days when you will not be able to purchase or redeem shares of the fund.
 
Fixed Income Securities. Government, corporate, asset-backed and municipal bonds, convertible securities, including high yield or junk bonds, and loans, normally are valued on the basis of prices provided by independent pricing services. Prices provided by the pricing services may be determined without exclusive reliance on quoted prices, and may reflect appropriate factors such as institution-size trading in similar groups of securities, developments related to special securities, dividend rate, maturity and other market data. Prices received from pricing services are fair value prices. In addition, if the price provided by the pricing service and independent quoted prices are unreliable, the Invesco Valuation Committee will fair value the security using procedures approved by the Board.
 
Short-term Securities. The Funds’ short-term investments are valued at amortized cost when the security has 60 days or less to maturity. AIM High Income Municipal Fund and AIM Tax-Free Intermediate Fund value variable rate securities that have an unconditional demand or put feature exercisable within seven days or less at par, which reflects the market value of such securities.
 
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Futures and Options. Futures contracts are valued at the final settlement price set by the exchange on which they are principally traded. Options are valued on the basis of market quotations, if available.
 
Swap Agreements. Swap Agreements are fair valued using an evaluated quote provided by an independent pricing service. Evaluated quotes provided by the pricing service are based on a model that may include end of day net present values, spreads, ratings, industry and company performance.
 
Open-end Funds. To the extent a Fund invests in other open-end Funds, other than open-end Funds that are exchange traded, the investing Fund will calculate its net asset value using the net asset value of the underlying Fund in which it invests, and the prospectuses for such other open-end Funds explain the circumstances under which they will use fair value pricing and the effects of using fair value pricing.
 
Each Fund determines the net asset value of its shares on each day the NYSE is open for business (a business day), as of the close of the customary trading session, or earlier NYSE closing time that day.
 
For financial reporting purposes and shareholder transactions on the last day of the fiscal quarter, transactions are normally accounted for on a trade date basis. For purposes of executing shareholder transactions in the normal course of business (other than shareholder transactions at a fiscal period-end), each Fund’s portfolio securities transactions are recorded no later than the first business day following the trade date.
 
The Balanced-Risk Allocation Fund may invest up to 25% of its total assets in shares of its Subsidiary. The Subsidiary offers to redeem all or a portion of its shares at the current net asset value per share every regular business day. The value of shares of the Subsidiary will fluctuate with the value of the Subsidiary’s portfolio investments. The Subsidiary prices its portfolio investments pursuant to the same pricing and valuation methodologies and procedures used by the Fund, which require, among other things, that each of the Subsidiary’s portfolio investments be marked-to-market (that is, the value on the Subsidiary’s books changes) each business day to reflect changes in the market value of the investment.
 
Timing of Orders
You can purchase, exchange or redeem shares on each business day prior to the close of the customary trading session or any earlier NYSE closing time that day. The Funds price purchase, exchange and redemption orders at the net asset value calculated after the transfer agent receives an order in good order. Any applicable sales charges are applied at the time an order is processed. A Fund may postpone the right of redemption only under unusual circumstances, as allowed by the SEC, such as when the NYSE restricts or suspends trading.
 
Taxes
A Fund intends to qualify each year as a regulated investment company and, as such, is not subject to entity-level tax on the income and gain it distributes to shareholders. If you are a taxable investor, dividends and distributions you receive from a Fund generally are taxable to you whether you reinvest distributions in additional Fund shares or take them in cash. Every year, you will be sent information showing the amount of dividends and distributions you received from a Fund during the prior calendar year. In addition, investors in taxable accounts should be aware of the following basic tax points as supplemented below where relevant:
 
Fund Tax Basics
n  A Fund earns income generally in the form of dividends or interest on its investments. This income, less expenses incurred in the operation of a Fund, constitutes the Fund’s net investment income from which dividends may be paid to you. If you are a taxable investor, distributions of net investment income are generally taxable to you as ordinary income.
n  Distributions of net short-term capital gains are taxable to you as ordinary income. A Fund with a high portfolio turnover rate (a measure of how frequently assets within a fund are bought and sold) is more likely to generate short-term capital gains than a Fund with a low portfolio turnover rate.
n  Distributions of net long-term capital gains are taxable to you as long-term capital gains no matter how long you have owned your Fund shares.
n  If you are an individual and meet certain holding period requirements, a portion of income dividends paid to you by a Fund may be designated as qualified dividend income eligible for taxation at long-term capital gain rates. These reduced rates generally are available (through 2010) for dividends derived from a Fund’s investment in stocks of domestic corporations and qualified foreign corporations. In the case of a Fund that invests primarily in debt securities, either none or only a nominal portion of the dividends paid by the Fund will be eligible for taxation at these reduced rates.
n  Distributions declared to shareholders with a record date in December—if paid to you by the end of January—are taxable for federal income tax purposes as if received in December.
n  Any long-term or short-term capital gains realized from redemptions of Fund shares will be subject to federal income tax. For tax purposes, an exchange of your shares for shares of another Fund is the same as a sale.
n  At the time you purchase your Fund shares, the Fund’s net asset value may reflect undistributed income, undistributed capital gains, or net unrealized appreciation in value of portfolio securities held by the Fund. A subsequent distribution to you of such amounts, although constituting a return of your investment, would be taxable. This is sometimes referred to as ”buying a dividend.”
n  By law, if you do not provide a Fund with your proper taxpayer identification number and certain required certifications, you may be subject to backup withholding on any distributions of income, capital gains, or proceeds from the sale of your shares. A Fund also must withhold if the IRS instructs it to do so. When withholding is required, the amount will be 28% of any distributions or proceeds paid.
n  You will not be required to include the portion of dividends paid by the Fund derived from interest on U.S. government obligations in your gross income for purposes of personal and, in some cases, corporate income taxes in many state and local tax jurisdictions. The percentage of dividends that constitutes dividends derived from interest on federal obligations will be determined annually. This percentage may differ from the actual percentage of interest received by the Fund on federal obligations for the particular days on which you hold shares.
n  Fund distributions and gains from sale or exchange of your Fund shares generally are subject to state and local income taxes.
n  If a Fund qualifies to pass through to you the tax benefits from foreign taxes it pays on its investments, and elects to do so, then any foreign taxes it pays on these investments may be passed through to you as a foreign tax credit. You will then be required to include your pro-rata share of these taxes in gross income, even though not actually received by you, and will be entitled either to deduct your share of these taxes in computing your taxable income, or to claim a foreign tax credit for these taxes against your U.S. federal income tax.
n  Foreign investors should be aware that U.S. withholding, special certification requirements to avoid U.S. backup withholding and claim any treaty benefits and estate taxes may apply to an investment in a Fund.
 
The above discussion concerning the taxability of Fund dividends and distributions and of redemptions and exchanges of Fund shares is inapplicable to investors that are generally exempt from federal income tax, such as retirement plans that are qualified under Section 401, 403, 408, 408A and 457 of the Code, individual retirement accounts (IRAs) and Roth IRAs.
 
This discussion of “Taxes” is for general information only and not tax advice. All investors should consult their own tax advisers as to the federal, state, local and foreign tax provisions applicable to them.
 
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Payments to Financial Intermediaries
Invesco Aim Distributors, the distributor or the Funds, an Invesco Affiliate, or one or more of its corporate affiliates (collectively, Invesco Affiliates) may make cash payments to financial intermediaries in connection with the promotion and sale of shares of the Funds. These cash payments may include cash payments and other payments for certain marketing and support services. Invesco Affiliates make these payments from their own resources. In the context of this prospectus, “financial intermediaries” include any broker, dealer, bank (including bank trust departments), registered investment adviser, financial planner, retirement plan administrator, insurance company and any other financial intermediary having a selling, administration or similar agreement with Invesco Affiliates.
 
Invesco Affiliates make payments as incentives to certain financial intermediaries to promote and sell shares of the Funds. The benefits Invesco Affiliates receive when they make these payments include, among other things, placing the Fund on the financial intermediary’s Funds sales system, and access (in some cases on a preferential basis over other competitors) to individual members of the financial intermediary’s sales force or to the financial intermediary’s management. These payments are sometimes referred to as “shelf space” payments because the payments compensate the financial intermediary for including the Funds in its fund sales system (on its “sales shelf”). Invesco Affiliates compensate financial intermediaries differently depending typically on the level and/or type of considerations provided by the financial intermediary. The payments Invesco Affiliates make may be calculated based on sales of shares of the Funds (Sales-Based Payments), in which case the total amount of such payments shall not exceed 0.10% of the public offering price of all shares sold by the financial intermediary during the particular period. Payments may also be calculated based on the average daily net assets of the applicable Funds attributable to that particular financial intermediary (Asset-Based Payments), in which case the total amount of such cash payments shall not exceed 0.25% per annum of those assets during a defined period. Sales-Based Payments primarily create incentives to make new sales of shares of the Funds and Asset-Based Payments primarily create incentives to retain previously sold shares of the Funds in investor accounts. Invesco Affiliates may pay a financial intermediary either or both Sales-Based Payments and Asset-Based Payments.
 
Invesco Affiliates are motivated to make these payments as they promote the sale of Fund shares and the retention of those investments by clients of financial intermediaries. To the extent financial intermediaries sell more shares of the Funds or retain shares of the Funds in their clients’ accounts, Invesco Affiliates benefit from the incremental management and other fees paid to Invesco Affiliates by the Funds with respect to those assets.
 
Invesco Affiliates also may make payments to certain financial intermediaries for certain administrative services, including record keeping and sub-accounting of shareholder accounts pursuant to a sub-transfer agency or sub-accounting agreement. All fees payable by Invesco Affiliates under this category of services are charged back to the Funds, subject to certain limitations approved by the Funds’ Boards of Trustees (collectively, the Board).
 
You can find further details in the Fund’s SAI about these payments and the services provided by financial intermediaries. In certain cases these payments could be significant to the financial intermediaries. Your financial adviser may charge you additional fees or commissions other than those disclosed in this prospectus. You can ask your financial adviser about any payments it receives from Invesco Affiliates or the Funds, as well as about fees and/or commissions it charges.
 
Important Notice Regarding Delivery of Security Holder Documents
To reduce Fund expenses, only one copy of most shareholder documents may be mailed to shareholders with multiple accounts at the same address (Householding). Mailing of your shareholder documents may be householded indefinitely unless you instruct us otherwise. If you do not want the mailing of these documents to be combined with those for other members of your household, please contact Invesco Aim Investment Services, Inc. at 800-959-4246 or contact your financial institution. We will begin sending you individual copies for each account within thirty days after receiving your request.
 
A-6        The AIM Funds—Institutional Class


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Obtaining Additional Information
 
More information may be obtained free of charge upon request. The SAI, a current version of which is on file with the SEC, contains more details about each Fund and is incorporated by reference into the prospectus (is legally a part of the prospectus). Annual and semiannual reports to shareholders contain additional information about the Funds’ investments. Each Fund’s annual report also discusses the market conditions and investment strategies that significantly affected each Fund’s performance during its last fiscal year. Each Fund also files its complete schedule of portfolio holdings with the SEC for the 1st and 3rd quarters of each fiscal year on Form N-Q.
 
If you have questions about an AIM Fund or your account, or you wish to obtain a free copy of a current SAI, annual or semiannual reports or Form N-Q, please contact us.
 
     
By Mail:   Invesco Aim Investment Services, Inc.
P.O. Box 4739, Houston, TX 77210-4739
Effective April 30, 2010, Invesco Aim Investment Services, Inc. will be known as Invesco Investment Services, Inc.
     
By Telephone:   (800) 659-1005
     
On the Internet:   You can send us a request by e-mail or download prospectuses, SAIs, annual or semiannual reports via our Web site: www.invescoaim.com
 
You can also review and obtain copies of each Fund’s SAIs, annual or semiannual reports, each Fund’s Forms N-Q and other information at the SEC’s Public Reference Room in Washington, DC; on the EDGAR database on the SEC’s Web site (http://www.sec.gov); or, after paying a duplicating fee, by sending a letter to the SEC’s Public Reference Section, Washington, DC 20549-1520 or by sending an electronic mail request to publicinfo@sec.gov. Please call the SEC at 1-202-551-8090 for information about the Public Reference Room.
         
 
      [INVESCO LOGO APPEARS HERE]
     
     
AIM Global Growth Fund
AIM Global Small & Mid Cap Growth Fund
  AIM International Core Equity Fund
AIM International Growth Fund
SEC 1940 Act file number: 811-06463
 
     
     
invescoaim.com  AIMF-PRO-1
   


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Part B
STATEMENT OF ADDITIONAL INFORMATION
December 30, 2010

To the
Registration Statement on Form N-14 Filed by:
AIM International Mutual Funds (Invesco International Mutual Funds)
On behalf of Invesco International Growth Fund
11 Greenway Plaza, Suite 2500
Houston, Texas 77046-1173
(800) 959-4246
Relating to the April 14, 2011 Joint Special Meeting of Shareholders of the following Invesco Funds:
Invesco Van Kampen International Advantage Fund
Invesco Van Kampen International Growth Fund
This Statement of Additional Information, which is not a prospectus, supplements and should be read in conjunction with the Joint Proxy Statement/Prospectus dated December 30, 2010, relating specifically to the Joint Special Meeting of Shareholders of each of the above-listed Target Funds to be held on April 14, 2011 (the “Proxy Statement/Prospectus”). Copies of the Proxy Statement/Prospectus may be obtained at no charge by writing to Invesco Investment Services, Inc., P.O. Box 4739, Houston, TX 77210-4739, or by calling (800) 959-4246. You can also access this information at www.invesco.com/us.

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General Information
This Statement of Additional Information relates to (a) the proposed acquisition of all of the assets and assumption of all liabilities of each “Target Fund,” as identified below, by the corresponding “Acquiring Fund” in exchange for shares of a corresponding class of the Acquiring Fund; (b) the distribution of such shares to the corresponding class to the shareholders of the Target Fund in complete liquidation of the Target Fund; and (c) the termination of the Target Fund. Further information is included in the Proxy Statement/Prospectus and in the documents, listed below, that are incorporated by reference into this Statement of Additional Information. The Acquiring Fund is a series of AIM International Mutual Funds (Invesco International Mutual Funds) and each Target Fund is a series of AIM Investment Funds (Invesco Investment Funds).
     
Target Fund   Acquiring Fund
Invesco Van Kampen International Advantage Fund
Invesco Van Kampen International Growth Fund
  Invesco International Growth Fund
Incorporation of Documents by Reference into the Statement of Additional Information
This Statement of Additional Information incorporates by reference the following documents, which have been filed with the Securities and Exchange Commission and will be sent to any shareholder requesting this Statement of Additional Information:
  1.   Statement of Additional Information dated February 26, 2010, for AIM International Mutual Funds (Invesco International Mutual Funds) with respect to Invesco International Growth Fund (filed via EDGAR on February 26, 2010, Accession No. 0000950123-10-018167) (the “AIMF SAI”).
 
  2.   Supplement dated August 13, 2010 to the AIMF SAI (filed via EDGAR on August 13, 2010, Accession No. 0000950123-10-077186).
 
  3.   Supplement dated June 15, 2010 to the AIMF SAI (filed via EDGAR on June 15, 2010, Accession No. 0000950123-10-058309).
 
  4.   Supplement dated April 6, 2010 to the AIMF SAI (filed via EDGAR on April 6, 2010, Accession No. 0000950123-10-032499).
 
  5.   Supplement dated March 30, 2010 to the AIMF SAI (filed via EDGAR on March 30, 2010, Accession No. 0000950123-10-029931).
 
  6.   The unaudited financial statements included in the AIM International Mutual Funds (Invesco International Mutual Funds) Semi-Annual Report to Shareholders for the fiscal period ended April 30, 2010, with respect to Invesco International Growth Fund (filed via EDGAR on July 8, 2010, Accession No. 0000950123-10-064221).
 
  7.   The audited financial statements and related report of the independent public accounting firm included in the AIM International Mutual Funds (Invesco International Mutual Funds) Annual Report to Shareholders for the fiscal year ended October 31, 2009, with respect to Invesco International Growth Fund (filed via EDGAR on January 7, 2010, Accession No. 0000950123-10-017306).
 
  8.   Statement of Additional Information dated December 22, 2010, for AIM Investment Funds (Invesco Investment Funds) with respect to Invesco Van Kampen International Advantage Fund and Invesco Van Kampen International Growth Fund (filed via EDGAR on December 21, 2010, Accession No. 0000950123-10-115402).
 
  9.   The audited financial statements and related report of the independent public accounting firm included in the AIM Investment Funds (Invesco Investment Funds) Annual Report to Shareholders for the fiscal year ended August 31, 2010, with respect to Invesco Van Kampen International Advantage Fund and Invesco Van Kampen International Growth Fund (filed via EDGAR on November 8, 2010, Accession No. 0000950123-10-102236).
Pro Forma Financial Information

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Pro Forma Financial Information
Invesco Van Kampen International Advantage Fund and Invesco Van Kampen
International Growth Fund into Invesco International Growth Fund
The unaudited pro forma financial information set forth below is for informational purposes only and does not purport to be indicative of the financial condition that actually would have resulted if all of the Reorganizations had been consummated. These pro forma numbers have been estimated in good faith based on information regarding each Target Fund and the Acquiring Fund, each as identified below, for the twelve month period ended April 30, 2010. The unaudited pro forma financial information should be read in conjunction with the historical financial statements of the Target Funds and the Acquiring Fund, which are available in their respective annual and semi-annual shareholder reports.
Narrative Description of the Pro Forma Effects of the Reorganization
Note 1 — Reorganization
The unaudited pro forma information has been prepared to give effect to the proposed reorganizations of each of the Target Funds into the Acquiring Fund pursuant to an Agreement and Plan of Reorganization (the “Plan”) as of the beginning of the period as indicated below in the table. No Reorganization is contingent upon any other Reorganization.
         
Target Funds   Acquiring Fund   Period Ended
Invesco Van Kampen International Advantage Fund
  Invesco International Growth Fund   April 30, 2010
Invesco Van Kampen International Growth Fund
       
Basis of Pro Forma
Each reorganization will be accounted for as a tax-free reorganization of investment companies; therefore, no gain or loss will be recognized by the Acquiring Fund or its shareholders as a result of the reorganizations. The Target Funds and the Acquiring Fund are both series of a registered open-end management investment company that issues its shares in separate series. Each reorganization would be accomplished by the acquisition of all of the assets and the assumption of all of the liabilities by the Acquiring Fund in exchange for shares of the Acquiring Fund and the distribution of such shares to Target Funds’ shareholders in complete liquidation of the Target Funds. The table below shows the class and shares that Target Funds’ shareholders would have received if the reorganization were to have taken place on the period ended date in Note 1.
                 
    Shares   Acquiring Fund
Target Fund Share Class   Exchanged   Share Class
Class A — Invesco Van Kampen International Advantage Fund
    2,196,716     Class A
Class B — Invesco Van Kampen International Advantage Fund
    395,859     Class A
Class C — Invesco Van Kampen International Advantage Fund
    356,966     Class C
Class Y — Invesco Van Kampen International Advantage Fund
    63,103     Class Y
Class A — Invesco Van Kampen International Growth Fund
    13,789,272     Class A
Class B — Invesco Van Kampen International Growth Fund
    1,348,958     Class B
Class C — Invesco Van Kampen International Growth Fund
    772,067     Class C
Class R — Invesco Van Kampen International Growth Fund
    80,113     Class R
Class Y — Invesco Van Kampen International Growth Fund
    20,394,556     Class Y

 


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Under accounting principles generally accepted in the United States of America, the historical cost of investment securities will be carried forward to the surviving entity, the Acquiring Fund, and the results of operations of the Acquiring Fund for pre-reorganization periods will not be restated. All securities held by the Target Funds comply with investment objectives, strategies and restrictions of the Acquiring Fund at period ended date in Note 1.
Note 2 — Net Assets
The table below shows the net assets of the Target Funds and the Acquiring Fund and Pro Forma combined net assets, assuming all reorganizations are completed, as of the dates indicated.
                 
Fund   Net Assets   As-of Date
Invesco Van Kampen International Advantage Fund (Target Fund)
  $ 74,356,494     April 30, 2010
Invesco Van Kampen International Growth Fund (Target Fund)
  $ 903,079,539     April 30, 2010
Invesco International Growth Fund (Acquiring Fund)
  $ 3,447,819,049     April 30, 2010
Invesco International Growth Fund (Pro Forma Combined)
  $ 4,425,255,082     April 30, 2010
Note 3 — Pro Forma Adjustments
The table below reflects adjustments to expenses needed to the pro forma combined Fund as if the Reorganization had taken place on the first day of the period as disclosed in Note 1. The pro forma information has been derived from the books and records used in calculating daily net asset values of the Target Funds and Acquiring Fund and has been prepared in accordance with accounting principles generally accepted in the United States of America which requires management to make estimates and assumptions that affect this information. Actual results could differ from those estimates.
         
    Increase (decrease)
Expense Category   in expense
Advisory fees (1)
  $ 737,901  
Administrative services fees (2)
    (181,679 )
Professional fees (3)
    (99,578 )
Trustees’ and officers fees and benefits (4)
    (29,200 )
Fee waiver and/or expense reimbursements (1)
    (702,541 )
 
(1)   Under the terms of the investment advisory contract of the Acquiring Fund, the advisory fees have been adjusted to reflect the advisory fee rates in effect for the Acquiring Fund based on pro forma combined net assets. Correspondingly, advisory fee waivers have been adjusted to reflect the contractual agreement by Invesco Advisers, Inc., the Acquiring Fund’s investment adviser (the “Adviser”), to waive advisory fees and/or reimburse expenses through at least June 30, 2013 as part of the contractual expense limitation agreement of the Acquiring Fund. Upon closing of the Reorganization, the Adviser has contractually agreed through at least June 30, 2013, to waive advisory fees and/or reimburse expenses to the extent necessary to limit total annual fund operating expenses (excluding certain items discussed below) of Class A, Class B, Class C, Class R, Class Y and Institutional Class shares to 1.40%, 2.15%, 2.15%, 1.65%, 1.15% and 1.15% of average daily net assets, respectively. In determining the Adviser’s obligation to waive advisory fees and/or reimburse expenses, the following expenses are not taken into account, and could cause the total annual fund operating expenses after fee waiver to exceed the numbers reflected above: (1) interest; (2) taxes; (3) dividend expense on short sales; (4) extraordinary or non-routine items; and (5) expenses that the Fund has incurred but did not actually pay because of an expense offset arrangement. Unless the Board of the Trustees and Invesco mutually agree to amend or continue the fee waiver agreement, it will terminate on June 30, 2013.
 
(2)   Administrative services fees were adjusted to eliminate the duplicative costs of administering three funds pursuant to the master administrative services agreement for the Target Funds and the Acquiring Fund.
 
(3)   Professional fees were reduced to eliminate the effects of duplicative fees for audit and legal services.

 


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(4)   Trustees’ and officer’s fees and benefits were reduced to eliminate the effects of duplicative fixed costs of retainer and meeting fees.
No significant accounting policies will change as a result of the reorganization, specifically policies regarding security valuation or compliance with Subchapter M of the Internal Revenue Code.
Note 4 — Reorganization Costs
The Target Funds; Invesco Van Kampen International Advantage Fund and Invesco Van Kampen International Growth Fund are expected to incur an estimated $160,000 and $870,000, respectively, in reorganization costs. These costs represent the estimated non recurring expense of each Target Fund carrying out its obligations under the Plan and consist of management’s estimate of professional services fees, printing costs and mailing charges related to the proposed reorganization. Invesco will bear 100% of these costs for each Target Fund. The Acquiring Fund is expected to incur approximately $30,000 of expenses in connection with the reorganization and will bear 100% of these costs and expenses. The pro forma financial information has not been adjusted for any costs related to the reorganization.
Note 5 — Accounting Survivor
The Acquiring Fund will be the accounting survivor. The surviving fund will have the portfolio management team, investment objective, investment strategy and policies/restrictions of the Acquiring Fund. The expense structure of the surviving fund will reflect the management fee of the Acquiring Fund and lowest net expense ratio of Target Fund-Invesco Van Kampen International Growth.
Note 6 — Capital Loss Carryforward
At August 31, 2010, Invesco Van Kampen International Advantage Fund had a capital loss carryforward of approximately $15,629,858. At August 31, 2010, Invesco Van Kampen International Growth Fund had a capital loss carryforward of approximately $320,942,373. At October 31, 2009, the Acquiring Fund had a capital loss carryforward of approximately $209,393,904. For additional information regarding capital loss limitations, please see the section entitled Federal Income Tax Consequences in the Proxy Statement/Prospectus filed on Form N-14 with the Securities and Exchange Commission.

 


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EVERY SHAREHOLDER’S VOTE IS IMPORTANT
     
EASY VOTING OPTIONS:
 
   
(GRAPHIC)
  VOTE ON THE INTERNET
Log on to:
www.proxy-direct.com
Follow the on-screen instructions
available 24 hours
 
   
(GRAPHIC)
  VOTE BY TELEPHONE
Call 1-800-337-3503
Follow the recorded instructions
available 24 hours
 
   
(GRAPHIC)
  VOTE BY MAIL
Vote, sign and date your
Proxy Card and return it in the
postage-paid envelope
YOU MAY RECEIVE MULTIPLE PROXY KITS IN SEPARATE ENVELOPES OR SEVERAL CARDS WITHIN ONE
ENVELOPE. IT IS IMPORTANT THAT YOU RECORD A SEPARATE VOTE FOR EACH PROXY CARD.
Please detach at perforation before mailing.
         
(GRAPHIC)   INVESCO VAN KAMPEN INTERNATIONAL ADVANTAGE FUND (the “Target Fund”)
AN INVESTMENT PORTFOLIO OF AIM INVESTMENT FUNDS
(INVESCO INVESTMENT FUNDS) (the “Trust”)
PROXY SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES (the “Board”)
PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS TO BE HELD APRIL 14, 2011
   
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 14, 2011, at 3:00 p.m., Central time, and at any adjournment or postponement thereof, all of the shares of the 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
: 1-800-337-3503  
 
 
 
 
     
 
 
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
 
 
     
  Signature
 
 
     
  Date     IVK-IA_22136_012411  
PLEASE VOTE, SIGN AND DATE THIS PROXY CARD AND RETURN IT IN THE ENCLOSED ENVELOPE.


Table of Contents

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 14, 2011.
The Proxy Statement is available at:
https://www.proxy-direct.com/inv22136
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:  

o To vote in accordance with the Board recommendations mark this box. No other vote is necessary.
                 
 
      FOR   AGAINST   ABSTAIN
1.
 
To approve an Agreement and Plan of Reorganization between each “Target Fund” and Invesco International Growth Fund (the “Acquiring Fund”), a series of AIM International Mutual Funds (Invesco International Mutual Funds), providing for: (a) the acquisition of all of the assets and assumption of all of the liabilities of each 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.
  o   o   o
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.
IVK-IA_22136_012411


Table of Contents

EVERY SHAREHOLDER’S VOTE IS IMPORTANT
     
EASY VOTING OPTIONS:
 
   
(GRAPHIC)
  VOTE ON THE INTERNET
Log on to:
www.proxy-direct.com
Follow the on-screen instructions
available 24 hours
 
   
(GRAPHIC)
  VOTE BY TELEPHONE
Call 1-800-337-3503
Follow the recorded instructions
available 24 hours
 
   
(GRAPHIC)
  VOTE BY MAIL
Vote, sign and date your
Proxy Card and return it in the
postage-paid envelope
YOU MAY RECEIVE MULTIPLE PROXY KITS IN SEPARATE ENVELOPES OR SEVERAL CARDS WITHIN ONE
ENVELOPE. IT IS IMPORTANT THAT YOU RECORD A SEPARATE VOTE FOR EACH PROXY CARD.
Please detach at perforation before mailing.
         
(INVESCO LOGO)   INVESCO VAN KAMPEN INTERNATIONAL GROWTH FUND (the “Target Fund”)
AN INVESTMENT PORTFOLIO OF AIM INVESTMENT FUNDS
(INVESCO INVESTMENT FUNDS) (the “Trust”)
PROXY SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES (the “Board”)
PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS TO BE HELD APRIL 14, 2011
   
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 14, 2011, at 3:00 p.m., Central time, and at any adjournment or postponement thereof, all of the shares of the 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
: 1-800-337-3503  
 
 
 
 
     
 
 
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
 
 
     
  Signature
 
 
     
  Date     IVK-IG_22136_012411  
PLEASE VOTE, SIGN AND DATE THIS PROXY CARD AND RETURN IT IN THE ENCLOSED ENVELOPE.


Table of Contents

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 14, 2011.
The Proxy Statement is available at:
https://www.proxy-direct.com/inv22136
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:  

o To vote in accordance with the Board recommendations mark this box. No other vote is necessary.
                 
 
      FOR   AGAINST   ABSTAIN
1.
 
To approve an Agreement and Plan of Reorganization between each “Target Fund” and Invesco International Growth Fund (the “Acquiring Fund”), a series of AIM International Mutual Fund (Invesco International Mutual Funds), providing for: (a) the acquisition of all of the assets and assumption of all of the liabilities of each 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.
  o   o   o
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.
IVK-IG_22136_012411