Invesco is continually reviewing 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.

With respect to the proposed reorganization of the Invesco Constellation Fund into the Invesco American Franchise Fund, the Board further considered that Constellation Fund shareholders would become shareholders of a fund with a lower effective management fee and estimated lower overall total expense ratios on a pro forma basis; the investment objective, strategies and related risks of the funds are similar; the funds have a high degree of portfolio overlap; and the funds have the same portfolio management team.