An open-ended umbrella investment fund established under the laws of Luxembourg

This Prospectus dated 1 March 2006 is not Valid without Appendix A, B and C dated 1 March 2006 and Addendum dated 1 June 2006

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VISA 2006114707-819- L'apposiiion du visa n d'argurnent de P Luxembourg, le Commission de

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The directors of INVESCO Funds (the "Directors"), are the persons responsible for the information contained in this document including the Appendices. To the best of the knowledge and belief of the Directors (who have taken all reasonable care to ensure that such is the case) the information contained in this document is at its date in accordance with the facts and does not omit anything likely to affect the import of such information. The Directors accept responsibility accordingly. IMPORTANT - If you are in any doubt about the contents of this Prospectus you should consult your stockbroker, bank manager, solicitor, accountant or other financial adviser.

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0 % INVESCO

Important Information All capitalised terms used in this Prospectus shall have the meanings given to them in the section "Definitions" unless the context requires otherwise.

This Prospectus comprises information relating to the Funds. INVESCO Funds, (the "SICAV") is authorised by the Luxembourg supervisory authority as a UCITS under the Luxembourg law of 20 December 2002. Authorisation does not imply approval by any Luxembourg authority of the contents of this Prospectus or of any portfolio of securities held by the Funds. Any representation to the contrary is unauthorised and unlawful. In particular, authorisation of the SICAV and the Funds by the Luxembourg supervisory authority does not constitute a warranty by the Luxembourg supervisory authority as to the Performance of the Funds and the Luxembourg supervisory authority shall not be liable for the performance or default of the SlCAV and the Funds.

The most recent Reports are available at the registered office of the SICAV and will be sent to investors upon request. The Reports shall be deemed to form part of the Prospectus.

A simplified prospectus is available for all the Funds. In addition to summarising some important information included in this Prospectus, the simplified prospectus contains information on the historical performance and the total expense ratio for each of the Funds. The Simplified Prospectus is available on INVESCO's internet site www.invescooffshore.com (for Shareholders in Hong Kong, please refer to www.invesco.com.hk). The Simplified Prospectus can also be obtained from the Registered Office of the SICAV or, for investors in Hong Kong, from the office of the Hong Kong Sub-Distributor and Representative.

Statements made in this Prospectus are, except where otherwise stated, based on the law and practice currently in force in Luxembourg and are subject to changes therein.

No person has been authorised to give any information or to make any representations in connection with the offering of Shares other than those contained in this Prospectus and the Reports, and, if given or made, such information or representations must not be relied on as having been authorised by the SICAV. The delivery of this Prospectus (whether or not accompanied by any Reports) or the issue of Shares shall not, under

any circumstances, create any implication that the affairs of the SICAV and the Funds have not changed since the date hereof.

The distribution of this Prospectus and the offering of Shares in certain jurisdictions may be restricted. Persons into whose possession this Prospectus comes are required by the SICAV to inform themselves about and to observe any such restrictions. This Prospectus does not constitute an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation.

None of the Shares have been or will be registered under the United States Securities Act of 1933, as amended (the " 1933 Act") or registered or qualified under applicable state statutes and (except in a transaction which is exempt from registration under the 1933 Act and such applicable state statutes) none of the Shares may be offered or sold, directly or indirectly, in the United States of America or in any of its territories or possessions (the "United States"), or to any US Person (as defined herein) regardless of location. The SICAV, may at its discretion, sell Shares to US Persons on a limited basis and subject to the condition that such purchasers make certain representations to the SICAV which are intended to satisfy the requirements imposed by US law on the SICAV, which limit the number of its Shareholders who are US Persons, and which ensure that the SICAV is not engaged in a public offering of its Shares in the United States. In addition, the SICAV has not been and will not be registered under the United States Investment Company Act of 1940, as amended (the " 1940 Act") and investors will not be entitled to the benefit of the 1940 Act. Based on interpretations of the 1940 Act by the staff of the United States Securities and Exchange Commission relating to foreign investment entities, if a Fund has more than 100 beneficial owners of its Shares who are US Persons, the Sicav may become subject to the 1940 Act. In consequence, the Directors will not knowingly permit the number of Shareholders in a Fund who are US Persons to exceed 50.

The SICAV will not knowingly offer or sell Shares to any investor to whom such offer or sale would be unlawful, or might result in the SICAV incurring any liability to taxation or suffering any other pecuniary disadvantages which the SICAV might not otherwise incur or suffer or would result in the SICAV being required to register

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under the 1940 Act. Shares may not be held by any person in breach of the law or requirements of any country or governmental authority including, without limitation, exchange control regulations. Each investor must represent and warrant to the SICAV that, amongst other things, he is able to acquire Shares without violating applicable laws. Power is reserved in the Articles to compulsorily redeem any Shares held directly or beneficially in contravention of these prohibitions.

However, it is contemplated that the SICAV may decide to accept applications for Shares in the SICAV from a limited number of accredited investors (as defined in the 1933 Act) in the United States provided that the SICAV receives evidence satisfactory to it that the sale of Shares to such an investor is exempt from registration under the securities laws of the United States including, but not limited to, the 1933 Act and that, in all events there will be no adverse tax consequences to the SICAV or to Shareholders as a result of such a sale.

This Prospectus may be translated into other languages. Where this Prospectus is translated into another language, the translation shall be as close as possible to a direct translation from the English text and any changes therefrom shall be only as necessary to comply with the requirements of the regulatory authorities of other jurisdictions. In the event of any inconsistency or ambiguity in relation to the meaning of any word or phrase in any translation, the English text shall prevail to the extent permitted by the applicable laws or regulations, and all disputes as to the terms thereof shall be governed by, and construed in accordance with, the laws of Luxembourg. In Hong Kong, the English and Chinese texts of this Prospectus shall be equally authoritative.

Investment in the Funds should be regarded as a long-term investment. There can be no guarantee that the objectives of the Funds wil l be achieved.

The Funds' investments are subject t o normal market fluctuations and the risks inherent in all investments and there can be no assurances that appreciation wil l occur. It wil l be the policy of the SICAV to maintain a diversified portfolio of investments so as t o minimise risk.

The investments of a Fund may be denominated in currencies other than the base currency of that Fund. The value of those investments (when converted t o the

base currency of that Fund) may fluctuate due t o changes in exchange rates. The price of Shares and the income from them can go down as well as up and investors may not realise their initial investment.

Attention is drawn t o the section "Risk Warnings".

Potential subscribers and purchasers of Shares should inform themselves as t o (a) the possible tax consequences, (b) the legal requirements and (c) any foreign exchange restrictions or exchange control requirements which they might encounter under the laws of the countries of their citizenship, residence or domicile and which might be relevant t o the subscription, purchase, holding, switch and disposal of Shares.

Information on the listing of the Shares on the Luxembourg Stock Exchange is disclosed in Appendix A.

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Table of Contents

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0 irectory

Listing Agent, Domiciliary and Corporate Agent

Description of the SICAV and its Funds and Shares

investment Objectives and Policies

How to Deal

Calculation of Net Asset Values

Investment Restrictions and Use of Techniques and Instruments

Risk Warnings

Fees and Expenses of the SICAV

Distribution Policy

Taxation

Management and Administration of the SICAV

The AMVESCAP Group

Further Information

Definitions

Appendices

Appendix A

Table of Fund details

Appendix B

Investment Objectives and Policies for each fundhvestment Advisers for each Fund

Appendix C

important information for investors

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Directory Registered Of f ice 69, route d’Esch L-1470 Luxembourg

Management Company INVESCO Management S.A. 10, rue Henri Schnadt L-2530 Luxembourg

Investment Advisers See Appendix B for details of the Investment Adviser appointed for each Fund.

Custodian & Paying Agent in Luxembourg J.P. Morgan Bank Luxembourg S.A. 6, route de Treves L-2633 Senningerberg

Administration Agent, Registrar & Transfer Agent RBC Dexia Investor Services Bank S.A. 5, rue Thomas Edison B.P. 1755 L-I 445 Strassen

listing Agent, Domiciliary and Corporate Agent RBC Dexia Investor Services Bank S.A. 5, rue Thomas Edison L-1445 Strassen

Primary Dealing Desks Dublin Hong Kong Frankfurt Paris

Global Distributor INVESCO Global Distributors Limited Registered Office Georges Quay House Townsend Street Dublin 2 I re land Telephone: + 353 1 439 8100 Fax: + 353 1 439 8200

Hong Kong Sub-Distributor and Representative INVESCO Asset Management Asia Limited Registered Off ice 32/F, Three Pacific Place 1 Queen’s Road East Hong Kong Telephone: + 852 3128 6000 Fax: + 852 3 128 6001

German Sub-Distributor and Information Agent INVESCO Asset Management Deutschland GmbH Registered Office Bleichstraße 60-62 0-60313 Frankfurt am Main Germany Telephone: + 49 6929 807 800 Fax: + 49 6929 807 41 5

Western Europe Sub-Distributor INVESCO Asset Management S.A. 22 rue de la Tremoille 75008 Paris France Telephone: + 33.1 -56.62.43.00 Fax: + 33.1.56.62.43.99

Auditors PricewaterhouseCoopers S.ar.1 Espace Ariane 400, route d’Esch B.P. 1443 L-1014 Luxembourg

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Description of the SlCAV and its Funds and Shares The SICAV is incorporated as a societe anonyme under the laws of the Grand-Duchy of Luxembourg and qualifies as an open-ended societe d'investissement 3 capital variable. The SICAV is authorised as an undertaking for collective investment in transferable securities under the law of 20th December, 2002. The SICAV was incorporated in Luxembourg on 31st July, 1990. Its Articles of Incorporation (the "Articles'') were published in the Memorial of 19th October, 1990. The Articles were amended on 13th November, 1990, 13th August, 1993, 6th September, 1995, 28th February, 1997, 6th August, 1999 and 28th November 2005. The latest amendment was published in the Memorial on 30th November 2005. A consolidated version of the Articles is on file with the Registre de Commerce et des Socihtbs of Luxembourg where it may be inspected and where copies thereof may be obtained. The SICAV is registered with the Registre de Commerce et des Societe5 of Luxembourg under Number 834457. The capital of the SlCAV shall be equal to the net assets of the SICAV. The minimum capital is the equivalent in US dollars of 1,250,000 Euro. The SICAV is incorporated for an unlimited period

The SICAV offers investors a choice of investments in one or more sub-funds (each a "Fund"), in respect of which a separate portfolio of investments is held. Within each Fund, Shares may be offered in different classes which are distinguished by specific features including, for example, sales charges and switching charges as more fully described in Appendix A.

The subscription proceeds of all Shares in a Fund are invested in one common underlying portfolio of investments. Each Share is, upon issue, entitled to participate equally in the assets of the Fund to which it relates on liquidation and in dividends and other distributions as declared for such Fund or class. The Shares will carry no preferential or pre-emptive rights and each whole Share will be entitled to one vote at all meetings of Shareholders.

Fractions of Shares (to 2 decimal points), may be issued.

All Shares will be issued in registered form.

The general meeting of Shareholders of a class may decide to consolidate or split the Shares of such class by a simple majority of the Shares present or represented at the general meeting.

Investment Objectives and Policies The investment objectives and policies of each Fund are set out in Appendix B.

The SICAV may, at its discretion, alter investment objectives and policies provided that any material change in investment objectives and policies is notified to Shareholders a t least one month prior to its effective date and this Prospectus is updated accordingly.

How to Deal Business Days & Valuation Point Applications for subscription, switching or redemption may be made to the Global Distributor in Dublin and to the Sub-Distributors in Frankfurt, Paris and Hong Kong, or, directly to the SICAV in Luxembourg on any Business Day.

There are active dealing desks in Dublin, Frankfurt, Paris and Hong Kong.

INVESCO Asset Management Asia Limited in Hong Kong, INVESCO Asset Management Deutschland GmbH in Frankfurt and INVESCO Asset Management S.A. in Paris have been appointed as Sub-Distributors to forward to the Global Distributor in Dublin all applications for the issue, switching, transfer or redemption of Shares received by them in their respective regions. The Global Distributor in turn will forward details of all such applications and those directly received by the Global Distributor in Dublin to the Registrar & Transfer Agent in Luxembourg to effect the issue, switching or redemption of Shares.

Applications which are received prior to the Dealing Cut-off Point will, if accepted, be dealt with on the basis of the net asset value per Share of the relevant class calculated a t the next Valuation Point. Applications received after the Dealing Cut-off Point will be dealt with at the following Valuation Point.

Applications taken in a dealing location on a day which is not a Business Day will be transacted at the net asset value per Share calculated on the next Valuation Point.

Issue and Redemption Prices The issue and redemption prices are based on the net asset value calculated by the SICAV, as a t each Valuation Point. The issue price of Shares (other than B and B I Shares) may be subject to an initial charge as detailed in Appendix A. The redemption price of B and BI Shares may be subject to a contingent deferred sales charge as detailed in Appendix A.

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The issue price for all classes of Shares will be quoted on the basis of their relevant net asset values per Share.

The net asset value will be rounded up or down to two decimal places unless otherwise provided in Appendix A (or whole Yen for Yen denominated Funds or classes of Shares).

Standard Instruction Document The SICAV requires investors to complete the Standard Instruction Document with the initial subscription.

The Standard Instruction Document will enable subsequent transactions to be processed by the Global Distributor and/or the Registrar & Transfer Agent (unless they receive prior written instructions to the contrary from the investor or his duly appointed attorney) without the investor having to complete further documentation thus eliminating the amount of administration involved in Shareholder transactions.

Details required to be inserted on the Standard Instruction Document include:

Name, address and /or registered office of investor

Address to which all correspondence and statement details shall be forwarded

Instructions regarding subscriptions, switches, redemptions, distributions and other payments to the investor or his agent (including the manner and currency of payment)

Account signatories

Financial Advisor Details

The investor may, in addition, authorise an agent or attorney to conduct dealings for his account and on his behalf.

Investors should note that only the initial transaction may be completed without the Global Distributor being in possession of the completed Standard Instruction Document and supporting documentation required for identification purposes. Further purchasing, switching, transfers or redemptions shall not be possible and distributions will not be effected pending receipt of all documentation as requested

In case of refusal by an investor to provide the Standard Instruction Document and supporting documentation required, the application for '

subscription shall not be accepted. This shall result in Shares previously allotted pursuant to instructions received by the Global Distributor from the investor by telephone or fax being cancelled and, subject to receipt of documentation required for identification purposes, monies received being refunded.

Subscriptions Applications for Shares should be made by fax, telephone or in writing. The term "in writing" in relation to application for Shares shall include orders submitted by way of SWIFi or other electronic means in accordance with the investor's instructions. Telephone dealing is not currently available through the Hong Kong Sub-Distributor and Representative although it may be introduced in the future.

Applications must include the following information:

The name of the Fund and class in which the applicant wishes to invest;

The amount of cash to be invested or the number of Shares applied for in respect of each class of Shares;

For existing clients: the name and Shareholder account number (if available) of the client and, where a Standard Instruction Document has not previously been completed, the address to which the contract note is to be sent; and

for new clients: the name and address of the applicant.

Applicants must provide documents required under applicable anti-money laundering laws and applicants from the EU must provide documentation required under the European Taxation of Savings Income Directive (for further information regarding this directive, please the section headed "Taxation").

Subscription applications from clients or brokers with whom the SICAV/Global Distributor/Sub- Distributor does not have an established agreement and/or relationship will be accepted only on a "cash with order" basis. Shareholders may deal in any of the currencies set out in the Standard Instruction Document. The Global Distributor reserves the right to accept only on a "cash with order basis" from existing clients or brokers at the Global Distributor's election.

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The SICAV/Global Distributor reserves the right to reject any application in whole or in part.

The SICAV reserves the right to restrict or refuse subscriptions from investors whom the SICAV considers market timers. The SICAV does not knowingly allow investments which are associated with market timing practices, as such practices may adversely affect the interests of all non- market timing Shareholders by harming Funds' performance and diluting profitability.

in general, market timing refers to the investment behaviour of an individual or a group of individuals buying, selling or exchanging shares or other securities on the basis of predetermined market indicators. Market timers also include individuals or groups of individuals whose securities transactions seem to follow a timing pattern or are characterised by frequent or large exchanges.

The SICAV may therefore combine Shares which are under common ownership or control for the purposes of ascertaining whether an individual or group of individuals can be deemed to be involved in market timing practices. Common ownership or control includes without limitation legal or beneficial ownership and agent or nominee relationships giving control to the agent or nominee of Shares legally or beneficially owned by others.

Accordingly, the SlCAV reserves the right to 1) reject any application for switching of Shares by investors whom the SICAV considers market timers or 2) restrict or refuse purchases by investors whom the SlCAV considers market timers.

Switches How to Switch into other Funds of the SICAV Subject to the restrictions set out in Appendix A, Shareholders may switch all or part of their shareholding into Shares of one or more other Fund($ within the SICAV on the same Business Day. Switching applications will only be accepted for fully paid Shares.

The number of Shares to be allotted in the Fund(s) in which the Shareholder wishes to switch all or part of his existing holding(s) of Shares will be determined on the basis of the respective net asset values of the relevant Funds, taking into account the switching charge (if any) and any currency conversion factor (if applicable).

A notice to switch detailing the names of the Funds and the number of Shares, will be subject

to the same terms and conditions as a notice to redeem Shares (as described below). Switching is normally subject to the switching charge detailed in Appendix A.

How to Switch into other investment funds of the INVESCO range of funds Shareholders may exchange Shares for shares in any of the other investment funds in the INVESCO Global Product Range subject to the restrictions set out in Appendix A. A notice to switch will be subject to the same terms and conditions as a notice to redeem (as described below).

For example, switching will not be possible where the SICAV has suspended the redemption of Shares in a Fund or where the notice to switch is in respect of Shares for which the consideration has not been received by the SICAV/Global Distributor or where the SICAV/Global Distributor has not received the Standard Instruction Document.

The switch will be effected at the redemption prices of Shares calculated as of the next Valuation Point on which the Fund is valued following acceptance of the instruction by the SICAV/Global Distributor.

Redemptions Redemption orders may be placed by fax, telephone, or in writing, or per the investor's instructions on the Standard Instruction Document. The term "in writing" in relation to redemption orders shall include orders submitted by way of SWIFT or other electronic means in accordance with the investor's instructions. Redemption applications will only be accepted for fully paid Shares. Telephone dealing is not currently available through the Hong Kong Sub- Distributor and Representative although it may be introduced in the future.

Shareholders may redeem all or part of their shareholding in a Fund. Unless the SICAV in its absolute discretion determines otherwise, if the request would reduce a shareholding to below the Minimum Shareholding for the relevant class of Share, such request will be treated as a request to convert the shareholding to a class with a lower Minimum Shareholding or, if no such class exists, to redeem the entire shareholding.

For redemption orders of 5% or more in value of the total number of Shares in issue in a Fund, the SICAV may (with the consent of the Shareholder and subject to obtaining a valuation report from the Auditors) distribute underlying investments,

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equivalent to the value of the Shareholder's Shares in the relevant Fund(s), rather than cash, in satisfaction of the redemption, provided such action shall not prejudice the interests of remaining Shareholders.

In such circumstances, the Shareholder has the right to instruct the SICAV to sell such underlying investments on its behalf (the amount that the Shareholder receives after such a sale, being net of all transaction costs).

Settlement Procedures Subscriptions Settlement for subscriptions is due in cleared funds for receipt by the SICAV/Global Distributor on the 4th Business Day after the date of acceptance of the application. Payment must be made by electronic funds transfer (see Standard Instruction Document for details). No money should be paid to any intermediary in Hong Kong who is not duly licensed or registered (to carry on Type 1 regulated activity) by the SFC.

In the event of a late payment, the SICAV/Global Distributor may either rescind the subscription or charge interest at the then current rate for overdraft for such currency from the date of acceptance of the application by the SICAV/Global Distributor.

In all cases, investors should quote the following information on their payment,: the applicant's name, INVESCO Client Account Number (if available), the deal reference, the name of the relevant fund or Funds in which investment is made, and in the case of electronic funds transfers the bank account details for the relevant currency as set out in the Standard Instruction Document. The SICAV/Global Distributor reserves the right to reject monies with insufficient or inaccurate reference information.

Investors should note that incomplete subscription applications and subscription applications which are not settled by the due date may be cancelled by the Global Distributor or the SICAV and any costs of cancellation passed on to the investor.

As the Global Distributor is located in Ireland, any money paid to the Global Distributor prior to the settlement of a transaction ("Client Money") will be held in accordance with any applicable client money regulations in Ireland. Any interested earned on Client Money will be retained for the benefit of the Global Distributor and will not be paid to investors.

Redemptions Settlement for redemptions will normally be made by electronic funds transfer on the 4th Business Day after receipt by the SICAV/Global Distributor of complete redemption documentation. If requested, the SICAV/Global Distributor will effect settlement by cheque sent to the registered address of the Shareholder (at hidher risk).

Multi-currency Dealing Dealing may be effected in any of the currencies listed in the Standard Instruction Document, and the transaction will be settled in the same currency.

Currency Exchange Charges In respect of the currencies listed in the Standard Instruction Document the Global Distributor may arrange for conversion of subscription amounts and redemption proceeds into and out of the base currency of the relevant Class or Fund. Such conversions will be applied to each deal at competitive rates applying on the relevant Business Day. Due to fluctuations in currency markets, returns to investors, when converted back into the currency in which the investor subscribes and redeems, may be different to the return calculated by reference to the base currency.

Joint Shareholders In the case of joint Shareholders the SICAV reserves the right to pay any redemption proceeds, distributions or other payments to the first registered holder only or to all joint Shareholders together at the SICAV's absolute discretion.

Delivery into ClearstrearnlEuroclear Arrangements can be made for Shares to be held in accounts maintained with either Clearstream or Euroclear. For further information about the procedures involved, please contact your local INVESCO office. Investors should note that Clearstream will accept deliveries of fractional shares to two decimal places. Investors should note Euroclear shall only accept deliveries for whole numbers of Shares. Shares held by Clearstream or Euroclear will be registered in the name of the relevant depository. Please refer also to the section "Distribution Policy".

Miscellaneous Contract Notes A contract note will be sent to the applicant on acceptance of the application, providing full details of the transaction.

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All Shares issued will be registered and the Share register will be conclusive evidence of ownership. Shares will be issued in uncertificated form. The uncertificated form enables the SICAV/Global Distributor to effect redemption and transfer instructions without undue delay.

On acceptance of their initial application, applicants will be allocated a client account number and this, together with the Shareholder's personal details, will be the proof of identity, This client account number should be used for all future dealings by the Shareholder with the SICAV. Any changes to the Shareholder's personal details, or loss of client account number must be notified immediately to the SICAV or the Global Distributor in writing. The SICAV /Global Distributor reserves the right to require an indemnity or verification countersigned by a bank, stockbroker or other party acceptable to it before accepting such instructions.

Statements of Account Statements will be forwarded to the first registered Shareholder in the currency and at the intervals specified by the Shareholder on the Standard Instruction Document. Should the Shareholder omit to select a currency and frequency, statements will be issued quarterly (and monthly for Shareholders in Hong Kong, Taiwan, Singapore and Macau) in USD. Statements of account provide confirmation of ownership of shares.

Transfers Shares may be transferred by stock transfer form or other instruments in writing which the SICAV may sanction or allow, signed or sealed as appropriate by or on behalf of the transferor. A transfer may not be effected if the proposed transferee has not completed a Standard Instruction Document and provided such supporting documents required for identification purposes. Save as agreed by the SICAV no transfer may be made, which would result in either the transferor or the transferee remaining or being registered as the holder of Shares in a Fund or class with a net asset value below the Minimum Shareholding or such lesser amount as may be permitted or which would otherwise be in breach of the normal conditions for subscription. The SICAV shall not be bound to register more than four persons in respect of each Share, nor transfer shares to persons under the age of 18 nor, without the specific consent of the Directors, transfer to US Persons. The SICAV will not register a transfer which will result in more than 50 US Persons being beneficial owners of Shares in a Fund of the SICAV a t any time.

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Possible Restrictions on Redemptions The SlCAV may limit the total number of Shares in a Fund which may be redeemed on any Business Day to a number representing 10% of the net asset value of a Fund. The limitation will be applied pro rata to all Shareholders in the relevant Fund who have requested redemptions to be effected on or as a t such Business Day so that the proportion redeemed of each holding so requested is the same for all such Shareholders. Any Shares which, by virtue of this limitation, are not redeemed on any particular Business Day shall be carried forward for redemption on the next following Business Day for the relevant Fund.

In certain other circumstances, valuation of the assets of a fund and the issue and redemption of Shares relating thereto may be suspended.

Suspension The SICAV may temporarily suspend the calculation of the net asset value per share for any Fund and the subscription, switch and redemption in any such Fund in exceptional cases where circumstances so require and provided the suspension is justified having regard to the interests of Shareholders in the relevant Fund and may do so in any of the following events:

when one or more markets which provide the basis for valuing a substantial portion of the assets of a Fund is closed other than for or during holidays or if dealings therein are restricted or suspended; I

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military or monetary events or any circumstances outside the control, I

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responsibility or power of the SICAV, ~

disposal of assets held by the SICAV is not reasonably practicable without this

interests of the Shareholders of the relevant Fund or if, in the opinion of the SICAV, the net asset value per share cannot fairly be calculated;

in the event of a breakdown of the means of communications normally used for valuing any part of a Fund or if for any reason the value of any part of a Fund may not be determined as rapidly and accurately as required; or

if, as a result of exchange restrictions or other restrictions affecting the transfer of investment or funds, transactions on

when, as a result of political, economic,

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being seriously detrimental to the I

behalf of a Fund are rendered impracticable or if purchases, sales, deposits and withdrawals of the assets of such fund cannot be effected a t the normal rates of exchange.

Notice of any suspension will be given to any person seeking to subscribe, switch or redeem Shares. If the request is not withdrawn, the relevant transaction will take place as of the first Business Day following the termination of the suspension. Notice of any suspension will also be given to the Luxembourg supervisory authority on the Business Day on which the suspension takes effect and to the Luxembourg Stock Exchange and SFC (for as long as the relevant Fund remains authorised in Hong Kong) as soon as practicable after the suspension takes effect. If appropriate, notice of the suspension will be published as required by applicable laws.

Compulsory Redemption The SICAV shall be entitled to require the transfer of or compulsory redemption of any Share or Shares owned directly or beneficially by any person where it comes to the attention of the SICAV that such person is not qualified under any law or requirement of any country to hold such Shares. The SICAV may also require the transfer or compulsory redemption of any Shares in circumstances where the holding may result in the SICAV incurring any liability to tax or suffering any other pecuniary disadvantage or being required to register under the Investment Company Act of 1940, as amended of the United States.

Segregation of Fund Assets The rights of Shareholders and of creditors concerning a Fund or which have arisen in connection with the creation, operation or liquidation of a Fund are limited to the assets of that Fund.

The assets of a Fund are exclusively available to satisfy the rights of Shareholders in relation to that Fund and the rights of creditors whose claims have arisen in connection with the creation, the operation or the liquidation of that Fund.

For the purpose of the relations as between Shareholders, each Fund will be deemed to be a separate entity.

Personal Data Shareholders are required to provide personal data to the SICAV and/or the Global Distributor and/or the Sub-Distributor in order for them to perform certain functions prescribed by law such as

processing subscriptions and redemptions, maintaining registers of Shareholders and providing financial and other information to Shareholders.

The SICAV will take steps to ensure that all personal data in relation to Shareholders is recorded accurately and maintained in a secure and confidential format. Such data will be retained only as long as necessary or in accordance with applicable laws and will only be disclosed to such third parties as may be permitted under applicable laws. Data will only be used for the purpose for which it was collected, unless the consent of the Shareholder is obtained for its use for a different purpose.

Personal data may be transferred within the AMVESCAP Group for the purposes of maintaining global client records and providing centralised administrative and marketing services. Investors may be entitled to request access to or the correction of any data supplied by them, in the manner and subject to the limitations prescribed in applicable laws. Such requests should be directed to the Data Protection Officer at the address of the Global Distributor or to the Hong Kong Sub-Distributor and Representative.

Anti-money Laundering Provisions The Registrar & Transfer Agent and the Global Distributor are subject to anti-money laundering obligations in relation to the Funds. Accordingly, applicants for subscription will be required to provide certified true copies of documents that the Registrar & Transfer Agent or Global Distributor may specify to establish proof of identity and address of the applicant. for applicants who are corporate or legal entities, an extract from the relevant registrar of companies or articles or other official documentation will be requested. Such information shall be collected for compliance purposes only and shall not be disclosed to unauthorised persons. In case of refusal by an applicant to provide the documents required, the application for subscription will not be accepted.

Calculation of Net Asset Values The net asset value of each class of Shares of each Fund shall be expressed in the base currency of the relevant Fund or Share class concerned as a per Share figure and shall be determined by the Administration Agent, in accordance with Article 23 of the Articles, (as of 10.00 am Dublin time on each Business Day) by dividing the value of the assets of the relevant Fund attributable to that class less the amount of the liabilities of such

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Fund attributable to that class by the total number of shares of the relevant class then outstanding.

For Yen denominated Funds/classes the net asset value per Share shall be calculated to the nearest whole Yen. For all other Funds/classes the net asset value per Share shall be calculated to two decimal places unless otherwise provided in Appendix A.

If, during any Business Day, there has been a material change in the quotations on the markets on which a substantial portion of the investments of a Fund is dealt or quoted, the SICAV may, in order to safeguard the interests of the holders of Shares of the relevant Fund, cancel the first valuation and carry out a second valuation.

The assets and liabilities of each Fund or class will be determined on the basis of the contribution to and withdrawals from a Fund or class as a result of (i) the issue and redemption of Shares, (ii) the allocation of assets, liabilities and income expenditure attributable to a Fund or class as a result of the operations carried out by the SICAV on behalf of such Fund or class and (iii) the payment of any expenses or distributions to holders of Shares of a Fund or class.

In calculating the value of the assets and the amount of the liabilities of each Fund, income and expenditure items are treated as accruing on a daily basis. In addition, Article 23 of the Articles provides, inter alia, that:-

(1) the value of any cash on hand or on deposit, bills and demand notices and accounts receivable, prepaid expenses, cash dividends and interest declared or accrued as aforesaid and not yet received shall be deemed to be the full amount thereof unless in any case the same is unlikely to be paid or received in full, in which case the value thereof shall be arrived at after making such discount as the SICAV may consider appropriate in such case to reflect the true value thereof;

(2) normally investments, including financial derivative instruments, will be valued on the basis of the latest dealing price or the latest available mid-market quotation (the midpoint between the latest quoted bid and offer prices) of the securities on the relevant securities market on which the investments of the Fund are traded, quoted or dealt as a t the Valuation Point on that day;

(3) where investments of a Fund are both listed on a stock exchange and dealt in by market makers outside the stock exchange on which the investments are listed, then the SICAV will determine the principal market for the investments in question and they will be valued at the latest available price in that market;

(4) securities which are not quoted or dealt in on any stock exchange but which are dealt in on any other regulated market will be valued in a manner as near as possible to that described in paragraph (2);

(5) if no price quotation is available for any of the securities held by a Fund or if the value as determined pursuant to sub-paragraph (2) or (4) above is not representative of the fair market value of the relevant securities, the value of such securities will be based on the reasonably foreseeable sales price determined prudently and in good faith;

(6) The financial derivative instruments which are not listed on any official stock exchange or traded on any other organised market will be valued in a reliable and verifiable manner on a daily basis and verified by a competent professional appointed by the board of directors;

(7) Units or shares in underlying open-ended investment funds shall be valued a t their last available net asset value reduced by any applicable charges;

(8) In the event that the above mentioned calculation methods are inappropriate or misleading, the Directors may adjust the value of any investment or permit some other method of calculation for the assets of the SICAV if they consider that the circumstances justify that such adjustment or other method of valuation should be adopted to reflect more fairly the value of such investments.

If a Fund is primarily invested in markets which are closed for business at the time such Fund is valued, the Directors may (as from a date to be determined and which will be notified to shareholders), during periods of market volatility, and by derogation from the provisions above, cause the Administration Agent to allow for the Net Asset Value per Share to be adjusted to reflect more accurately the fair value of such Fund’s investments at the Valuation Point.

12

The level of adjustment will be based upon the movement in a chosen surrogate up until the Valuation Point, provided that such movement exceeds the threshold as determined by the SICAV for the relevant Fund. The surrogate will usually be in the form of a futures index, but might also be a basket of securities, which the Directors believe is strongly correlated to, and representative of, the performance of the Fund.

Where an adjustment is made as per the foregoing, it will be applied consistently to all Classes of Shares in the same Fund.

In the best interests of the shareholders, the Directors may also allow for the Net Asset Value per share to be adjusted by adding dealing and other costs and any fiscal charges which would be payable on the effective acquisition or disposal of assets in the Fund, depending on the net share activity arising from subscriptions, redemptions or conversions in a Fund for a given Business Day.

All assets and liabilities not expressed in the currency of denomination are translated therein by reference to the market rates prevailing in the foreign exchange market for the relevant currency at or about the time of the valuation.

I

Investment Restrictions and Use of Techniques and Instruments The following definitions shall apply for the purpose of the investments restrictions set forth hereafter:

EU

FATF State

money market instruments

OECD

European Union

such country (as shall be reviewed and) deemed from time to time by the FATF to comply with the FATF regulations and criteria necessary to become a member country of FATF and to have acceptable standards of anti- money laundering legislation

shall mean instruments normally dealt in on the money market which are liquid, and have a value which can be accurately determined at any time

Organisation for Economic Co- operation and Development

Regulated Market

transferable securities

UClTS

other UCI

a market within the meaning of Article 1.13 of directive 93/22/EEC and any other market in any state which is regulated, operates regularly and is recognised and open to the public

shall mean: - shares and other securities

- bonds and other forms of

- any other negotiable

equivalent to shares,

securitised debt,

securities which carry the right to acquire any such transferable securities by subscription or exchange,

excluding techniques and instruments relating to transferable securities and money market instruments.

an Undertaking for Collective Investment in Transferable Securities within the meaning of the EU Council Directive 85/61 I/EEC on the Coordination of Laws, Regulations and Administrative Provisions relating to Undertakings for Collective Investment in Transferable Securities (UCITS), as amended

an Undertaking for Collective Investment which has as its sole object the collective investment in transferable securities and/or other liquid financial assets of capital raised from the public and which operates on the principle of risk spreading and the unitdshares of which are a t the request of holders repurchased or redeemed directly or indirectly out of those undertakings' assets provided that action taken to ensure that the stock exchange value of such unitdshares does not significantly vary shall be regarded as equivalent to such repurchase or redemption.

The Directors shall, based upon the principle of spreading of risks, have power to determine the

13

investment policy for the investments of the SICAV in respect of each Fund subject to the following restrictions.

It should be noted that there may be additional investment restrictions for certain of the Funds, and there may also be derogations permitted for certain of the Funds, details of which are set out in Appendix B.

I. (1) The Funds may invest in:

a) transferable securities and money market instruments admitted to or dealt in on a Regulated Market;

b) recently issued transferable securities and money market instruments, provided that the terms of issue include an undertaking that application will be made for admission to official listing on a Regulated Market and such admission is secured within one year of the issue;

c) units of UCITS and/or other UCI, whether situated in an EU Member State or not, provided that:

- such other UCls have been authorised and subject to supervision under the laws of any Member State of the EU or under the laws of Canada, Hong Kong, Iceland, Japan, Norway, Switzerland or the United States of America,

the level of protection for unitholders in such other UCls is equivalent to that provided for unitholders in a UCITS, and in particular that the rules on assets segregation, borrowing, lending, and uncovered sales of transferable securities and money market instruments are equivalent to the requirements of directive 85/61 l/EEC,

- the business of such other UCls is reported in half-yearly and annual reports to enable an assessment of the assets and liabilities, income and operations over the reporting period,

- no more than 10% of the assets of the UCITS or of the other UCls, whose acquisition is contemplated, can, according to their constitutional documents, in aggregate be invested in units of other UCITS or other UCIs;

d) deposits with credit institutions which are repayable on demand or have the right to be withdrawn, and maturing in no more that 12 months, provided that the credit institution has its registered office in a state which is an OECD member state and a FATF State:

e) financial derivative instruments, including equivalent cash-settled instruments, dealt in on a Regulated Market and/or financial derivative instruments dealt in over-the-counter ("OTC derivatives"), provided that:

- the underlying consists of instruments covered by this section (I) ( l), financial indices, interest rates, foreign exchange rates or currencies, in which the Funds may invest according to their investment objective;

- the financial derivative instruments do not expose the funds to risks that they could not otherwise assume; and

- the counterparties to OTC derivative transactions are credit institutions as defined at d) above or other institutions subject to prudential supervision in a state which is an OECD member state and an FATF State;

the OTC derivatives are subject to reliable and verifiable valuation on a daily basis and can be sold, liquidated or closed by an offsetting transaction at any time at their fair value at the SICAV's initiative;

-

and/or

14

f) money market instruments other than those dealt in on a Regulated Market, if the issue or the issuer of such instruments is regulated for the purpose of protecting investors and savings, and provided that such instruments are:

issued or guaranteed by a central, regional or local authority or by a central bank of an EU Member State, the European Central Bank, the EU or the European Investment Bank, a non-EU Member State or, in case of a Federal State, by one of the members making up the federation, or by a public international body to which one or more EU Member States belong, or

- issued by an undertaking any securities of which are dealt in on Regulated Markets, or

issued or guaranteed by a credit institution which has its registered office in a state which is an OECD member state and a FATF State, or

-

- issued by other bodies belonging to the categories approved by the Luxembourg supervisory authority provided that investments in such instruments are subject to investor protection equivalent to that laid down in the first, the second or the third indent and provided that the issuer is a company whose capital and reserves amount to at least EUR 10 million and which presents and publishes its annual accounts in accordance with Directive 78/660/EEC, is an entity which, within a group of companies which includes one or several listed companies, is dedicated to the financing of the group or is an entity which is dedicated to the financing of securitisation vehicles which benefit from a banking liquidity line.

(2) In addition, the SICAV may invest a maximum of 10% of the net assets of any Fund in transferable securities and money market instruments other than those referred to under (1) above.

(3) The SICAV may acquire movable and immovable property which is essential for the direct pursuit of its business.

II. A Fund may hold ancillary liquid assets.

Ill. a)

b)

(i) A Fund will invest no more than 10% of its net assets in transferable securities and money market instruments issued by the same body (and in case of credit linked securities, both the issuer of the credit linked securities and the issuer of the underlying securities).

(ii) A Fund may not invest more than 20% of its net assets in deposits made with the same body when the body is a credit institution referred to in I. (d) above or the Custodian or 10% of its net assets in other cases.

(iii) The risk exposure of a Fund to a counterparty in an OTC derivative transaction may not exceed 10% of its net assets when the counterparty is a credit institution referred to in I. d) above or 5% of its net assets in other cases.

Where a Fund holds investments in transferable securities and money market instruments of bodies which individually exceed 5% of the net assets of such Fund, the total of all such investments must not account for more than 40% of the total net assets of such Fund.

This limitation does not apply to deposits and OTC derivative transactions made with financial institutions subject to prudential supervision.

Notwithstanding the individual limits laid down in paragraph a), a Fund may not combine:

15

16

- investments in transferable securities or money market instruments issued by a single body,

deposits made with a single body,

and/or

-

- exposures arising from OTC derivative transactions undertaken with a single body

in excess of 20% of its net assets.

c) The limit of 10% laid down in sub- paragraph a) (i) above is increased to a maximum of 35% in respect of transferable securities or money market instruments which are issued or guaranteed by an EU Member State, its local authorities, or any other state or by public international bodies of which one or more EU Member States are members.

d) The limit of 10% laid down in sub- paragraph a) (i) is increased to 25% for certain bonds when they are issued by a credit institution which has its registered office in a Member State of the EU and is subject by law, to special public supervision designed to protect bondholders. In particular, sums deriving from the issue of these bonds must be invested in conformity with the law in assets which, during the whole period of validity of the bonds, are capable of covering claims attaching to the bonds and which, in case of bankruptcy of the issuer, would be used on a priority basis for the repayment of principal and payment of the accrued interest.

If a Fund invests more than 5% of its net assets in the bonds referred to in this sub-paragraph and issued by one issuer, the total value of such investments may not exceed 80% of the net assets of the Fund.

Notwithstanding the above provisions, each Fund is authorised to invest up to 100% of its net assets, in accordance with the principle of risk spreading, in transferable securities and money market instruments

public international bodies of which one or more Member States of the EU are members, provided that such Fund must hold securities from at least six different issues and securities from one issue do not account for more than 30% of the net assets of such Fund.

e) The transferable securities and money market instruments referred to in paragraphs c) and d) shall not be included in the calculation of the limit of 40% in paragraph b).

The limits set out in sub-paragraphs a), b), c) and d) may not be aggregated and, accordingly, investments in transferable securities or money market instruments issued by the same body, in deposits or in OTC derivative transactions effected with the same body may not, in any event, exceed a total of 35% of any Fund's net assets.

I

I

1 i I

Companies which are part of the same group for the purposes of the establishment of consolidated accounts, as defined in accordance with directive 83/349/EEC or in accordance with recognised international accounting rules, are regarded as a single body for the purpose of calculating the limits contained in this paragraph 111).

However a limit of 20% of the net assets of a Fund may be applied to investments in transferable securities and money market instruments within the same group.

IV. a) Without prejudice to the limits laid down in paragraph V., the limits provided in paragraph Ill. are raised to a maximum of 20% for investments in shares and/or bonds issued by the same body if the aim of the investment policy of a Fund is to replicate the composition of a certain stock or bond index which is sufficiently diversified, represents an adequate benchmark for the market to which it refers, is published in an appropriate manner and disclosed in the relevant Fund's investment policy.

issued or guaranteed by a Member State of the EU, by its local authorities or agencies, or by another member State of the OECD or by

b) The limit laid down in paragraph a) is raised to 35% where this proves to be justified by exceptional market conditions, in particular on Regulated

Markets where certain transferable securities or money market instruments are highly dominant. The investment up to this limit is only permitted for a single issuer.

V. The SICAV may not acquire shares carrying voting rights which should enable it to exercise significant influence over the management of a body.

The SICAV may acquire no more than:

- 10% of the non-voting shares of the same issuer;

10% of the debt securities of the same issuer;

10% of the money market instruments of the same issuer.

-

-

These limits under second and third indents may be disregarded a t the time of acquisition, if a t that time the gross amount of debt securities or of the money market instruments or the net amount of the instruments in issue cannot be calculated.

The provisions of paragraph V. shall not be applicable to transferable securities and money market instruments issued or guaranteed by a Member State of the EU or its local authorities or by any other state, or issued by public international bodies of which one or more Member States of the EU are members.

These provisions are also waived as regards shares held by a Fund in the capital of a company incorporated in a non-Member State of the EU which invests its assets mainly in the securities of bodies having their registered office in that state, where under the legislation of that state, such a holding represents the only way in which the Fund can invest in the securities of bodies in that state provided that the investment policy of the company from the non-Member State of the EU complies with the limits laid down in paragraph Ill., V. and VI. a), b), c) and d).

VI. a) A Fund may acquire units of the UClTS and/or other UCls referred to in paragraph L(1) c), provided that no more than 10% of its net assets be invested, in aggregate, in the units of UCITS or other UCI or in one single such UCITS or other UCI.

b) The underlying investments held by the K I T S or other UCls in which the Fund invests do not have to be considered for the purpose of the investment restrictions set forth under 111. above.

c) When the SICAV invests in the units of UCITS and/or other UCls that are managed, directly or by delegation, by the management company or by any other company to which the management company is linked by common management or control, or by a substantial direct or indirect holding, the management company or other company cannot charge subscription or redemption fees on account of its investment in the units of such UClTS and/or other UCls.

In respect of a Fund's investments in other UCITS and other UCIs, the total management fees (excluding any performance fee, if any) that may be charged to such Fund and each of the other UClTS or other UCls concerned shall be specified in Appendix A. In such circumstances, the SICAV will indicate in its annual report the total management fees charged both to the relevant Fund and to the other UCITS and other UCls in which such Fund has invested during the relevant period.

d) The SICAV may acquire no more than 25% of the units of the same UCITS or other UCI. This limit may be disregarded at the time of acquisition if a t that time the gross amount of the units in issue cannot be calculated. In case of a UCITS or other UCI with multiple sub-fund(s), this restriction is applicable by reference to all units issued by the UCITS or other UCI concerned, all sub-fund(s) combined.

VII. The global exposure of each Fund relating to derivative instruments may not exceed the net assets of the relevant Fund.

The exposure is calculated taking into account the current value of the underlying assets, the counterparty risk, foreseeable market movements and the time available to liquidate the positions. This shall also apply to the following subparagraphs.

If the SICAV invests in financial derivative instruments, the exposure to the underlying

17

assets may not exceed in aggregate the investment limits laid down in paragraph 111 above. When the SICAV invests in index- based financial derivative instruments, these investments do not have to be combined to the limits laid down in paragraph Ill.

When a transferable security or money market instrument embeds a derivative, the latter must be taken into account when complying with the requirements of this paragraph VII.

A Fund may not borrow for the account of any Fund amounts in excess of 10% of the net assets of that Fund, any such borrowings to be effected only on a temporary basis, provided that the SICAV may acquire foreign currencies by means of 'I back-to-back'' loans.

The SICAV may not grant loans to or act as guarantor on behalf of third parties.

This restriction shall not prevent the SICAV from acquiring transferable securities, money market instruments or other financial instruments referred to in I. (1) c), e) and f) which are not fully paid

The SICAV may not carry out uncovered sales of transferable securities, money market instruments, units of UClTS or other UCl's or other financial instruments.

A Fund may not acquire either precious metals or certificates representing them.

A Fund need not comply with the limits laid down in the investment restrictions when exercising subscription rights attaching to transferable securities or money market instruments which form part of i ts assets. While ensuring observance of the principle of risk spreading, recently created Funds may derogate from paragraphs Ill., IV. and VI. a), b) and c) for a period of six months following the date of their creation.

If the limits referred to in paragraph a) are exceeded for reasons beyond the control of the SlCAV or as a result of the exercise of subscription rights, it must adopt as a priority objective for its sales transactions the remedying of that situation, taking due account of the interest of its shareholders.

c) To the extent that an issuer is a legal entity with multiple sub-funds where the assets of the sub-fund are exclusively reserved to the investors in such sub-fund and to those creditors whose claim has arisen in connection with the creation, operation or liquidation of that sub-fund, each sub-fund is to be considered as a separate issuer for the purpose of the application of the risk spreading rules set out in paragraphs Ill., IV. and VI.

Techniques and Instruments These techniques and instruments will be used for hedging and efficient portfolio management purposes unless otherwise detailed in Appendix B in relation to a specific Fund.

The SlCAV on behalf of a Fund may not:

( I ) deal in options on transferable securities and money market instruments unless the following limitations are observed:

- put options may be written provided adequate liquid assets are set aside by the Fund concerned until the expiry of said put options to cover the aggregate exercise price of the transferable securities and money market instruments to be acquired by such Fund pursuant thereto;

call options will only be written if such writing does not result in a short position; in such event the relevant Fund will maintain in its portfolio the underlying transferable securities and money market instruments or other adequate instruments to cover the position until the expiry date of the relevant call options granted on behalf of such Fund, except that the Fund may dispose of said transferable securities and money market instruments or instruments in declining markets in the following circumstances:

(a) the market must be sufficiently liquid to enable the SICAV to cover the short position of that Fund a t any time;

-

(b) the aggregate of the exercise prices payable under such uncovered options shall not exceed 15% of the net asset value of such Fund;

I8

No option will be purchased or sold unless it is quoted on an exchange or dealt in on a regulated market and provided, immediately after its acquisition, the aggregate of the acquisition prices of all options (in terms of premiums paid) held by the relevant Fund does not exceed 15% of i ts net assets;

(11) acquire warrants if as a result thereof the aggregate of warrants and options on transferable securities and money market instruments held by the SICAV on behalf of a Fund exceeds 15% of the net assets of such Fund;

(111) deal in currency contracts, except that the SICAV may, for the purpose of hedging currency risks, have outstanding commitments in forward currency contracts or currency futures, or acquire currency options, for amounts not exceeding, respectively, the aggregate value of transferable securities and money market instruments and other assets held by the Fund denominated in the currency to be hedged, provided however that any such Fund concerned may also purchase the currency concerned through a cross transaction (entered into through the same counterparty) or enter into currency swaps, should the cost thereof be more advantageous to it. Contracts on currencies must either be quoted on an exchange or dealt in on a regulated market, except that the SICAV may enter into forward currency contracts or swap arrangements with highly rated financial institutions;

(IV) deal in index options except that:

(a) for the purpose of hedging the risk of its transferable securities and money market instruments portfolio, the SICAV may:

(I) sell call options on stock indices, in which event the value of the underlying transferable securities and money market instruments included in the relevant stock index option shall not exceed, together with outstanding commitments in financial futures contracts entered into for the same purpose on behalf of a Fund, the aggregate value of the portion of the transferable securities and money market

instruments portfolio of such Fund to be hedged, and lor

(ii) acquire put options on stock indices, in which event the value of the underlying transferable securities and money market instruments included in the relevant put options shall not exceed, together with the options and futures referred to in (i) above, the amount required to protect the portion of the transferable securities and money market instruments portfolio of the Fund concerned to be hedged against a potential depreciation of the market; and

management of its transferable securities and money market instruments portfolio, the SICAV may acquire call options on stock indices, mainly in order to facilitate changes in the allocation of a Fund's assets between markets or in anticipation of, or in, a significant market sector advance, provided the value of the underlying transferable securities and money market instruments included in the relevant stock index options is covered by cash, short-dated debt securities and instruments owned by such Fund or transferable securities and money market instruments to be disposed of by such Fund at predetermined prices;

(b) for the purpose of the efficient

provided however that all such financial futures must either be listed on an exchange or dealt in on a regulated market and that the aggregate acquisition cost (in terms of premiums paid) of options on transferable securities and money market instruments and options on indices and other financial instruments purchased by a Fund for purposes other than hedging shall not exceed 15% of its net assets;

(V) deal in stock index futures except that:

(a) for the purpose of hedging the risk of the fluctuation of the value of the transferable securities and money market instruments portfolio of a Fund, the SICAV may have outstanding commitments in respect of index futures sales contracts not exceeding the corresponding risk of fluctuation of the

19

value of the corresponding portion of such Fund's portfolio;

(b) for the purpose of efficient portfolio management, the SICAV may enter into index futures purchase contracts, mainly in order to facilitate changes in the allocation of a Fund's assets between markets or in anticipation of, or in, a significant market sector advance, subject to the availability of sufficient uncommitted cash reserves, short-dated debt securities or instruments owned by the Fund concerned, or transferable securities and money market instruments to be disposed of by such Fund at a predetermined value existing to match the underlying exposure of both such futures positions and the value of the underlying transferable securities and money market instruments included in call stock index options acquired for the same purpose;

provided further that all such index futures must either be listed on an exchange or dealt in on a regulated market;

(VI) enter into interest rate futures contracts, deal in options on interest rates, or enter into interest rate swap transactions, except that:

(a) for the purpose of hedging the risk of the portfolio of a Fund, the SICAV may sell interest rate futures, or write call options or purchase put options on interest rates, or enter into interest rate swaps, for amounts not exceeding the corresponding risk of fluctuation of the corresponding portion of the Fund's portfolio. Such contracts or options must be denominated in the currencies in which the assets of such Fund are denominated, or in currencies which are likely to fluctuate in a similar manner, and they must be listed on an exchange or dealt in on a regulated market, provided however that interest rate swap transactions may be entered into by private agreement with highly rated financial institutions;

(b) for the purpose of efficient portfolio management, the SICAV may enter into interest rate futures purchase contracts, or acquire call options on interest rate futures, mainly in order to facilitate changes in the allocation of the assets of

a Fund between shorter or longer term markets in anticipation of, or in, a significant market sector advance, or to give a longer term exposure to short- term investments, subject to the availability of sufficient uncommitted cash reserves, short-dated debt securities or instruments, or transferable securities and money market instruments to be disposed of at a predetermined value existing to match the underlying exposure of both such futures positions and the value of the underlying transferable securities and money market instruments included in call options on interest rate futures acquired for the same purpose and for the same Fund and that the aggregate acquisition cost (in terms of premiums paid) of options on transferable securities and money market instruments and options on interest rate futures and other financial instruments purchased by a Fund for purposes other than hedging shall not exceed 15% of its net assets;

(VI0 lend portfolio investments other than against receipt of adequate security either in the form of guarantees issued by highly rated banking institutions or in the form of a pledge on cash or debt securities issued by Member States of the OECD. No securities lending may be made except through recognised clearing houses or highly rated financial institutions specialising in this type of transaction nor for more than one half of the securities of each item of the portfolio of each Fund provided however, that this limit is not applicable where the SICAV has the right to terminate the lending contract a t any time and obtain restitution of the securities on loan. The lending of securities will be made for periods not exceeding 30 days;

purchase, sell, borrow or lend portfolio investments from or to, or otherwise execute transactions with, any appointed investment manager or investment adviser of the SICAV or any Connected Person of either of them.

For so long as the SlCAV is registered in Taiwan and in addition to the provision of restrictions as specified at (I) to (VIII) above and in view of the risks associated with certain types of Derivative Contracts, whereby the use of such Derivative Contracts may result in losses which amount up

(Vll1)except with the consent of the Directors,

20

to the total of a Fund's net assets applied in connection with the relevant Derivative Contracts, the SICAV, on behalf of each Fund registered in Taiwan, will restrict the use of Derivative Contracts so that not more than 15% of the net assets of any Fund may be employed at any time in the context of dealing in Derivative Contracts. Any Fund registered in Taiwan is not allowed to invest in land and commodities.

Although the SICAV is now authorised by the Luxembourg supervisory authority as a UClTS under the Luxembourg law of 20 December 2002 and the Prospectus has been updated to incorporate new investment restrictions provided thereunder, for so long as the SICAV and a Fund remain authorised by the SFC in Hong Kong and unless otherwise approved by the SFC, the Management Company and each relevant Investment Adviser confirms its intention to operate the INVESCO USD Reserve Fund in accordance with the investment principles of Chapter 7.17 to 7.20, 7.22 to 7.24 and Chapter 8.2 of the Hong Kong Code on Unit Trusts and Mutual Funds and to operate each other Fund in Hong Kong in accordance with the investment principles of Chapter 7 of the Hong Kong Code on Unit Trusts and Mutual Funds and to comply with any other requirements or conditions imposed by the SFC from time to time in respect of the relevant Fund. Should any SFC authorised Fund under the SICAV subsequently wish to adopt significant amendments to its investment policy and/or principles which are beyond the general investment principles of Chapter 7.17 to 7.20, 7.22 to 7.24 and Chapter 8.2 of the Code (in relation to INVESCO USD Reserve Fund) or Chapter 7 of the Code (in relation to the other SFC authorised Funds of the SICAV) then, unless otherwise agreed by the SFC, the Directors will give a t least 1 month's prior notice of such amendments to existing Hong Kong investors in the relevant SFC authorised Fund and will prepare revisions to the relevant offering document to reflect the same.

Credit Default Swaps The SICAV may use credit default swaps. A credit default swap is a bilateral financial contract in

a periodic fee in return for a contingent payment by the protection seller following a credit event of a reference issuer. The protection buyer must either sell particular obligations issued by the reference issuer a t their par value (or some other designated reference or strike price) when a credit event occurs or receive a cash settlement based

I

1

I

I which one counterpart (the protection buyer) pays

on the difference between the market price and such reference or strike price. A credit event is commonly defined as bankruptcy, insolvency, receivership, material adverse restructuring of debt, or failure to meet payment obligations when due. The International Swaps and Derivatives Association ( " ISDA") has produced standardized documentation for these transactions under the umbrella of its ISDA Master Agreement.

The SICAV may use credit default swaps in order to hedge the specific credit risk of some of the issuers in its portfolios by buying protection.

In addition, the SICAV may, provided it is in the exclusive interests of its shareholders, buy protection under credit default swaps without holding the underlying assets provided that the aggregate premiums paid together with the present value of the aggregate premiums still payable in connection with credit default swaps previously purchased and the aggregate premiums paid relating to the purchase of options on transferable securities, money market instruments or on financial instruments for a purpose other than hedging, may not, at any time, exceed 15% of the net assets of the relevant Fund.

Provided it is in the exclusive interests of its shareholders, the SICAV may also sell protection under credit default swaps in order to acquire a specific credit exposure. In addition, the aggregate commitments in connection with such credit default swaps sold together with the amount of the commitments relating to the purchase and sale of futures and option contracts on any kind of financial instruments and the commitments relating to the sale of call and put options on transferable securities and money market instruments may not, at any time, exceed the value of the net assets of the relevant Fund.

The SICAV will only enter into credit default swap transactions with highly rated financial institutions specialized in this type of transaction and only in accordance vvith the standard terms laid down by the ISDA. In addition, the use of credit default swaps must comply with the investment objectives and policies and risk profile of the relevant Fund.

The aggregate commitments on all credit default swaps will not exceed 20% of the net assets of any Fund.

The total commitments arising from the use of credit default swaps together with the total commitments arising from the use of other derivative instruments may not, at any time,

21

exceed the value of the net assets of the relevant Fund.

The SICAV will ensure that, at any time, it has the necessary assets in order to pay redemption proceeds resulting from redemption requests and also meet its obligations resulting from credit default swaps and other techniques and instruments.

Additional Restrictions the SICAV may enter into OTC option transactions with highly rated financial institutions participating in these types of transactions if such transactions are more advantageous to the Fund concerned or if quoted options having the required features are not available;

the SICAV may only place deposits of cash (which, for the avoidance of doubt, shall include monies deposited on call) with a bank whose assets less contra accounts exceed one hundred million U.S. Dollars (US$100,000,000), or with a bank which is a wholly owned subsidiary of a bank whose balance sheet total is not less than the said amount;

the cash assets of each Fund may not at any time be deposited with the Management Company, the Global Distributor, the Sub- Distributors, the Investment Advisers or any connected entity except such entities who have the status of a licensed bank in their country of incorporation;

in relation to the acquisition of money market instruments, no money market instrument may be acquired unless it is issued by a government or state which is a member of the OECD or a bank with which cash of the SICAV may be deposited pursuant to paragraph (2 ) hereof;

during such time as the SICAV is authorised as a mutual fund corporation by the SFC, the SICAV shall not:

(a) invest more than 10% of the total value of the Net Assets of any Fund in partly paid or nil paid securities, any such investment to be approved by the Custodian if the security cannot be paid up a t the option of the SICAV within one year of its purchase;

purchase or otherwise acquire any investment in which the liability of the holder is unlimited;

make deposits with any bank or financial institution if the total value of money market instruments issued by or pursuant to the guarantee of such bank or institution held by that Fund, together with such cash deposits with such bank or institution, exceeds 25% of the value of the Net Assets of such Fund (or 10% of such value where the bank or financial institution is a Connected Person);

in the case of the Reserve Funds, which are regarded by the SFC as "Money Market Funds", permit the average portfolio maturity to exceed ninety (90) days.

so lonq as the SlCAV and any Fund listed in Appendix C under the caption "Important information for investors in South Africa" is authorised by the Financial Services Board to solicit investments in South Africa pursuant to the Collective Investment Schemes Control Act 45 of 2002, in addition to any other provision contained in this Prospectus, such a Fund will not borrow money other than for purposes of the redemption of Shares, borrow an amount of money that exceeds 10% (ten per cent) of the Net Asset Value of the Fund, utilise over-the-counter derivative transactions or allow uncovered exposures as part of its investment strategy, utilise gearing (leveraging) as part of its investment strategy, and if such Fund invests in interest-bearing instruments, a t least 90% (ninety per cent) of such interest-bearing instruments shall have an investment grade credit rating from Moody's Investors Services Limited or Standard and Poor's or Fitch Ratings Limited.

The SICAV need not comply with the investment limit percentages when exercising subscription rights attaching to securities which form part of its assets. If, as a result of the exercise of subscription rights or for reasons beyond the control of the SICAV, such as subsequent fluctuations in values of a Fund's assets, the above investment limit percentages are infringed, priority will be given, when sales of securities are made, to correcting the situation, having due regard to the interests of Shareholders.

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Risk Management Procedures The SICAV will employ a risk-management process which enables it to monitor and measure at any time the risk of the positions and their contribution to the overall risk profile of each Fund. The SICAV will employ, if applicable, a process for accurate and independent assessment of the value of any OTC derivative instruments.

Risk Warnings General Since the value of the Shares in a Fund depends on the performance of the underlying investments, which are subject to market fluctuations, no assurance can be given that the investment objective of the Funds will be achieved and the amounts invested can be returned to the investor upon redemption of the Shares.

International Investing Investments on an international basis involve certain risks, including:

The value of the assets of a Fund may be affected by uncertainties such as changes in government policies, taxation, fluctuations in foreign exchange rates, the imposition of currency repatriation restrictions, social and religious instability, political, economic or other developments in the law or regulations of the countries in which a Fund may invest and, in particular, by changes in legislation relating to the level of foreign ownership in the countries in which a Fund may invest.

Accounting auditing and financial reporting standards, practices and disclosure requirements applicable to some countries in which a Fund may invest may differ from those applicable in Luxembourg in that less information is available to investors and such information may be out of date.

A Fund's assets may be invested in securities denominated in currencies other than the base currency of the Fund (details for each Fund are set out in Appendix A), and any income from these investments will be received in those currencies, some of which may fall against the base

currency of the Fund. A Fund will compute its net asset value and make any distributions in the base currency of the Fund. Therefore, there may be a currency exchange risk which may affect the value of the shares and the income distributions paid by a Fund.

Interest Rate Risk The Funds that invest in bonds or other fixed income securities may fall in value if the interest rates change. Generally, the prices of debt securities rise when interest rates fall, while the prices fall when interest rates rise. Longer term debt securities are usually more sensitive to interest rate changes.

Credit Risk The Funds that invest in bonds and other fixed income securities are subject to the risk that issuers not make payments on such securities. An issuer suffering from an adverse change in its financial condition could lower the quality of a security leading to greater price volatility on that security. A lowering of the credit rating of a security may also offset the security's liquidity, making it more difficult to sell. Funds investing in lower quality debt securities are more susceptible to these problems and their value may be more volatile.

investing in Derivatives There are certain investment risks which apply in relation to techniques and instruments which the Investment Adviser may employ for efficient portfolio management purposes including, but not limited to, those described below. However, should the Investment Adviser's expectations in employing such techniques and instruments be incorrect, a Fund may suffer a substantial loss, having an adverse effect on the net asset value of the Shares.

Financial Derivative Instruments and Hedging Strategies Investments of a Fund may be composed of securities with varying degrees of volatility and may comprise, from time to time, financial derivative instruments. Since financial derivative instruments may be geared instruments, their use may result in greater fluctuations of the net asset value of the Fund concerned.

A Fund may use financial derivative instruments for efficient portfolio management or to attempt to hedge or reduce the overall risk of its investments or, if disclosed in relation to any Fund, may be used as part of the principal investment policies. A Fund's ability to use these strategies

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may be limited by market conditions, regulatory limits and tax considerations. Use of these strategies involve special risks, including:

1.

2.

3.

4.

5.

dependence on the Investment Adviser's ability to predict movements in the price of securities being hedged and movements in interest rates;

imperfect correlation between the movements in securities or currency on which a derivatives contract is based and movements in the securities or currencies in the relevant Fund;

the absence of a liquid market for any particular instrument at any particular time;

the degree of leverage inherent in futures trading (Le. the loan margin deposits normally required in future trading means that futures trading may be highly leveraged). Accordingly, a relatively small price movement in a futures contract may result in an immediate and substantial loss to a Fund;

possible impediments to efficient portfolio management or the ability to meet repurchase requests or other short term obligations because a percentage of a Fund's assets will be segregated to cover its obligations.

Upon request by any Shareholder, information relating to the risk management methods employed for any Fund, including the quantitative limits that are applied and any recent developments in risk and yield characteristics of the main categories of investments, may be provided to such Shareholder.

Counterparty Risk The SICAV will be exposed to credit risk on the counterparties with which it trades in relation to financial derivative instrument contracts that are not traded on a recognised exchange. Such instruments are not afforded the same protections as may apply to participants trading financial derivative instruments on organised exchanges, such as the performance of guarantee of an exchange clearing house. The SICAV will be subject to the possibility of insolvency, bankruptcy or default of a counter party with which the SICAV trades such instruments, which could result in substantial loss to a Fund.

Repurchase/Reverse Repurchase or Stocklending Agreements In the event of insolvency, bankruptcy or default of the seller under a Repurchase Agreement or Stocklending Agreement, the SlCAV may experience both delays in liquidating the underlying securities and losses, including the possible decline in the value of securities, during the period while it seeks to enforce its rights

lack of access to income during the period and expenses in enforcing its rights.

Credit Default Swaps When these transactions are used in order to eliminate a credit risk in respect of the issuer of a security, they imply that the SICAV bears a counterparty risk in respect of the protection seller.

This risk is, however, mitigated by the fact that the SlCAV will only enter into credit default swap transactions with highly rated financial institutions.

thereto, possible sub-normal levels of income and !

Credit default swaps used for a purpose other than hedging, such as for efficient portfolio management purposes, may present a risk of liquidity if the position must be liquidated before its maturity for any reason. The SICAV will mitigate this risk by limiting in an appropriate manner the use of this type of transaction.

Finally, the valuation of credit default swaps may give rise to difficulties which traditionally occur in connection with the valuation of OTC contracts.

Investment in Developing Markets The following considerations apply to Funds which invest in emerging markets or newly industrialised countries.

The securities markets of developing countries are not as large as the more established securities markets and have substantially less trading volume. The markets may lack liquidity and exhibit high price volatility meaning that the accumulation and disposal of holdings in some investments may be time consuming and may need to be conducted a t unfavourable prices. The market may also exhibit a high concentration of market capitalisation and trading volume in a small number of issuers, representing a limited number of industries, as well as a high concentration of investors and financial intermediaries. Brokers in developing countries typically are fewer in number and less capitalised than brokers in established markets.

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At present, some stock markets in emerging market countries restrict foreign investment which result in fewer investment opportunities for a Fund. This may have an adverse impact on investment performance of a Fund which has as its investment objective to invest substantially in developing countries.

Many emerging markets are undergoing a period of rapid growth and are less regulated than the world‘s leading stock markets and there may be less publicly available information about companies listed on such markets than is regularly published about companies listed on other stock markets. In addition, market practices in relation to settlement of securities transactions and custody assets in emerging markets can provide increased risk to emerging markets funds.

Although the Directors consider that a truly diversified global portfolio should include a certain level of exposure to the emerging markets, they recommend that an investment in any one emerging market Fund should not constitute a substantial portion of any investor’s portfolio and may not be appropriate for all investors.

Investing in smaller companies Investment in smaller companies may involve greater risks and thus may be considered speculative. Investment in a Fund investing in smaller companies should be considered long term and not as a vehicle for seeking short term profits. Many small company stocks trade less frequently and in smaller volumes and may be subject to more abrupt or erratic price movements than stocks of larger companies. The securities of small companies may also be more sensitive to market changes than securities in large companies. The Directors recommend that an investment in any one smaller company Fund should not constitute a substantial portion of any investor’s portfolio and may not be appropriate for all investors.

investing in sector-based Funds The Investment Adviser will not normally, in the case of sector-based Funds, maintain a wide spread of investments in order merely to provide a balanced portfolio of investments. A more concentrated approach is taken than is normally the case in order to take greater advantage of successful investments. The Investment Adviser considers that this policy involves a greater than usual degree of risk and, since investments are chosen for their long term potential and their prices (and therefore the net asset value of the Fund) may be subject to above average volatility.

Investors should be aware that there can be no assurance that the Fund’s investment will be successful or that the investment objective described will be attained.

Investing in High Yield Bonds High yield bonds are regarded as being predominately speculative as to the issuer’s ability to make payments of principal and interest. Investment in such securities involves substantial risk. Issuers of high yield debt securities may be highly leveraged and may not have available to them more traditional methods of financing. An economic recession may adversely affect an issuer’s financial condition and the market value of high yield debt securities issued by such entity. The issuer’s ability to service its debt obligations may be adversely affected by specific issuer developments, or the issuer’s inability to meet specific projected business forecasts, or the unavailability of additional financing. In the event of bankruptcy of an issuer, the SICAV may experience losses and incur costs.

Fees and Expenses of the SICAV The SICAV will pay the management charge and the service agent’s fees to the Management Company.

Management Charge The Management Company will be paid by the SICAV a management charge calculated daily and paid monthly at a rate for each class of Share in each Fund as set out in Appendix A. For so long as a Fund is authorised in Hong Kong, in the event of any increase of the management fee from the level set out in Appendix A up to the maximum level permitted by the Articles, a t least three months prior notice will be given to Shareholders.

The Management Company is responsible for the fees of the Investment Advisers and the Global Distributor, and may pay a part of the management charge to recognised intermediaries, or such other persons as the Management Company may determine, a t its absolute discretion.

Service Agents’ Fees The Management Company will be paid by the SICAV an additional fee as set out in Appendix A for each Fund. Out of this the Management Company shall pay the fees of the Administration Agent, Domiciliary and Corporate Agent and the Registrar & Transfer Agent as well as fees of service providers and fees incurred in places where

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the SICAV is registered. Each of these fees shall be calculated on each Business Day on the net asset value of each Fund at a rate which shall be agreed from time to time with the Management Company and paid monthly.

Custodian Charge In its capacity as Custodian J.P. Morgan Bank Luxembourg S.A. is entitled to remuneration in accordance with normal banking practice in Luxembourg at rates agreed from time to time with the SICAV. This charge will be calculated daily and paid monthly at a rate based on the net asset value of the Funds. The Custodian Fee shall not exceed the rates as set out in Appendix A.

Hong Kong Sub-Distributor's and Representative's Fees The Global Distributor will pay the Sub-Distributor fees out of the initial charge detailed in Appendix A. The Management Company will reimburse the expenses of the Hong Kong Sub-Distributor and Representative out of the Service Agents' Fees.

Other Expenses Other fees which will be borne by the SICAV include stamp duties, taxes, commissions and other dealing costs, foreign exchange costs, bank charges, registration fees in relation to investments, insurance and security costs, fees and expenses of the Auditors, the remuneration and expenses of its directors and officers, all expenses incurred in the collection of income and certain other expenses incurred in the administration of the Fund and in the acquisition, holding and disposal of investments. The SICAV will also be responsible for the costs of preparing, translating, printing and distributing all rating agencies, statements, notices, accounts, Prospectuses and reports.

The respective costs and expenses relating to the setting up of any new Fund($) and the authorisation of such new Fund($ in various countries will be borne by the Fund($ concerned and will be amortised over their first five accounting periods.

Allocation of Costs and Expenses Each Fund is charged costs or expenses specifically attributable to it. Costs and expenses not attributable to any particular Fund are allocated among all the Funds pro rata to their respective net asset values.

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Distribution Policy (1) Distribution Shares

The SICAV intends to distribute all of the available income attributable to the Distribution Shares and to maintain an equalisation account in respect of those Shares in order to avoid any dilution of distributable income.

The frequency of distributions for the relevant FundsIClasses is set out in Appendix A. Unless Investors elect otherwise in jurisdictions where this is possible, all distributions will be applied in the purchase of further Distribution Shares of the relevant Class.

(2 ) Accumulation Shares

Investors holding Accumulation Shares will not receive any distributions. Instead, the income due to them will be rolled up to enhance the value of the Accumulation Shares.

Unclaimed Distributions Any distribution payment which remains unclaimed after a period of six years from the date of original payment shall be forfeited and revert to the capital of the relevant Fund. Thereafter neither the Shareholder nor any of his successors shall have any right to the distribution payment.

Taxation General The information given under this heading is based on the enacted laws and current practice of Luxembourg, which may be subject to change in content and interpretation. It is not comprehensive and does not constitute legal or tax advice. Prospective investors should consult their own professional advisers as to the implications of their subscribing for, purchasing, holding, switching or disposing of Shares under the laws of the jurisdictions in which they may be subject to tax.

Dividends (if any) and interest that the Funds receive with respect to its investments may be subject to taxes, including withholding taxes, in the countries in which the issuers of investments are located. The Funds may not be able to benefit from reduced rates of withholding tax in double taxation agreements between Luxembourg and such countries. The Funds may not therefore be able to reclaim withholding tax suffered by it in particular countries. If this position changes in the

future and the application of a lower rate results in a repayment of the Funds the net asset value will not be restated and the benefit will be allocated to the existing Shareholders rateably at the time of repayment.

Taxation in Luxembourg The following information is based on the enacted laws and current practice of Luxembourg. It is not comprehensive and is subject to change. Prospective investors should consult their own professional advisers as to the implications of buying, holding or disposing of Shares and to the provisions of the laws of the jurisdiction in which they are subject to tax.

The SICAV Under current law and practice the SICAV is not liable to any Luxembourg income tax, nor are dividends paid by the SlCAV liable to any Luxembourg withholding tax. The SlCAV is, however, liable in Luxembourg to a tax at a rate of 0.05% per annum of its net assets, except for the Reserve Funds and "I" Share classes where the tax rate is 0.01 % per annum, such tax being payable quarterly on the basis of the net asset value of the Funds at the end of the relevant quarter. No stamp or other tax will be payable in Luxembourg on the issue of the Shares of the SICAV except a once and for all tax of 1,239.47 Euro which was paid upon incorporation.

Under current law and practice no Luxembourg capital gains tax is payable on the realised capital appreciation of the assets of the SICAV

Income received by the SICAV from its investments may be subject to withholding taxes at varying rates. Such withholding taxes are usually not recoverable.

Shareholders The Council of the EU has adopted on 3rd June, 2003 Council Directive 2003/48/EC on the taxation of savings income in the form of interest payments (the "Directive"). Under the Directive, Member States of the EU will be required to provide the tax authorities of another EU Member State with information on payments of interest or other similar income paid by a paying agent (as defined by the Directive) within its jurisdiction to an individual resident in that other EU Member State. Austria, Belgium and Luxembourg have opted instead for a tax withholding system for a transitional period in relation to such payments. Switzerland, Monaco, Liechtenstein, Andorra and San Marino and the Channel Islands, the Isle of Man and the dependent or associated territories

in the Caribbean, have also introduced measures equivalent to information reporting or, during the above transitional period, withholding tax.

The Directive has been implemented in Luxembourg by a law dated 2lst June, 2005 (the "Law").

Dividends distributed by a Fund will be subject to the Directive and the Law if more than 15% of such Fund's assets are invested in debt claims (as defined in the Law) and proceeds realised by Shareholders on the redemption or sale of Shares in a Fund will be subject to the Directive and the Law if more than 40% of such Fund's assets are invested in debt claims (such Funds, hereafter "Affected Funds").

The applicable withholding tax will be at a rate of 15% from 1 st July, 2005 until 30th June, 2008, 20% from 1st July, 2008 until 30th June, 201 1 and 35% from 1st July 1, 201 1 onwards.

Consequently, if in relation to an Affected Fund a Luxembourg paying agent makes a payment of dividends or redemption proceeds directly to a Shareholder who is an individual resident or deemed resident for tax purposes in another EU Member State or certain of the above mentioned dependent or associated territories, such payment will, subject to the next paragraph below, be subject to withholding tax at the rate indicated above.

No withholding tax will be withheld by the Luxembourg paying agent if the relevant individual either (i) has expressly authorised the paying agent to report information to the tax authorities in accordance with the provisions of the Law or (ii) has provided the paying agent with a certificate drawn up in the format required by the Law by the competent authorities of his State of residence for tax purposes.

The SICAV reserves the right to reject any application for Shares if the information provided by any prospective investor does not meet the standards required by the Law as a result of the Directive.

The foregoing is only a summary of the implications of the Directive and the Law, is based on the current interpretation thereof and does not purport to be complete in all respects. It does not constitute investment or tax advice and investors should therefore seek advice from their financial or tax adviser on the full implications for themselves of the Directive and the Law.

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Provided the relevant Fund does not fall within the scope of the Law, under current legislation, non-resident Shareholders are not subject to any income, withholding, estate, inheritance or other taxes in Luxembourg.

Non-resident Shareholders are also exempt from taxation of capital gains unless they hold 10% a t least of the outstanding Shares of the SICAV and, either (i) they are former residents of Luxembourg (Le. they were residents of Luxembourg during 15 years and ceased to be resident less than 5 years before the taxable capital gain was realised) or (ii) their holding is sold within 6 months of acquisition.

Management and Administration of the SICAV SICAV and Management Company The Directors of the SICAV are responsible for the management and administration of the SICAV and for its overall investment policy.

The Directors of the SICAV are:

Paul Kilcullen (Chairman) General Manager, INVESCO Asset Management ireland Limited

Alain Gerbaldi Head of Investment Operations, INVESCO UK

Carsten Majer Chief Marketing Officer CE, INVESCO Germany

John Rowland Chief Operating Officer; INVESCO UK

Jan Hochtritt Head of Global Product Development, INVESCO Germany

The Directors of the SICAV have appointed INVESCO Management S.A. as Management Company to be responsible on a day to day basis under the supervision of the Directors, for providing administration, marketing, investment management and advice services in respect of all Funds. The Management Company has delegated the administration functions to the Administration Agent and registrar and transfer functions to the Registrar & Transfer Agent. The Management Company has delegated the marketing and distribution functions to the Global Distributor and the investment management services to the Investment Advisers as listed below.

The Management Company was incorporated as a "sociktb anonyme" under the laws of the Grand Duchy of Luxembourg on 19th September 1991 and its articles of incorporation are deposited with the Luxembourg Registre de Commerce et des Sociktbs. The Management Company is approved as a management company regulated by chapter 13 of the 2002 Law. At the date of this Prospectus, its capital amounts to USD 3,840,000 and the Directors of the SICAV are also composing the board of directors of the Management Company.

The Management Company shall ensure compliance of the SlCAV with the investment restrictions and oversee the implementation of the

Management Company shall send reports to the Directors on a quarterly basis and inform each board member without delay of any non- compliance of the Company with the investment restrictions.

SICAV's strategies and investment policy. The i

The Management Company will receive periodic reports from the Investment Advisers detailing the Funds' performance and analysing their investments. The Management Company will receive similar reports from the other service providers in relation to the services which they provide.

The Directors are elected by the Shareholders at each Annual General Meeting for a period extending to the next Annual General Meeting. However, any Director may be removed, with or without cause, by a decision taken at a Shareholders' meeting. In the case of a vacancy arising upon the resignation or death of a Director, the remaining Directors may appoint a replacement Director for a period ending at the next General Meeting.

By virtue of the Articles of the SlCAV no contract or other transaction between the SICAV and any other company or firm shall be affected or invalidated by the fact that any one or more of the Directors or officers of the SICAV is interested in, or is employed by, or is a director or associate or officer of, such other company or firm. Any Director or officer of the SICAV who serves as a director, officer or employee of any other company or firm with which the SICAV shall contract or otherwise engage in business shall not, by reason of such affiliation, be prevented from taking part and voting or acting upon any matter with respect to such contract or business.

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In the event of any Director or officer of the SICAV having any personal interest in any transaction of the SICAV, such Director or officer is required to make known to the Board of Directors such interest and shall not take part or vote upon the transaction and the Director’s interest therein is required to be reported at the meeting of Shareholders.

The Articles provide that the term ‘personal interest’ does not include any relationship with or interest in any matter, position or transaction involving AMVESCAP PLC or any subsidiary of AMVESCAP PLC or such other corporation or entity as may from time to time be determined by the Directors in their discretion.

The Investment Advisers Each of the Investment Advisers has discretionary investment management powers in respect of the Fund or Funds for which they provide investment management services. Details of the AMVESCAP Group investment management subsidiaries with appropriate local expertise and experience are set out in Appendix B in relation to each Fund.

The AMVESCAP Group AMVESCAP PLC is the holding company of AIM Capital Management Inc. and INVESCO Inc. and is one of the world’s largest independent fund management companies with total funds under management within the AMVESCAP Group amounting to over US8382.1 billion as at 31 December 2004. It is incorporated in the United Kingdom, has its headquarters in Atlanta, USA and has subsidiaries or sister companies located throughout the world. AMVESCAP PLC is listed on the London, Toronto and New York Stock Exchanges and is a constituent of the FTSE-100 index.

Other Service Providers Custodian and Paying Agent in Luxembourg The Fund has appointed J.P. Morgan Bank Luxembourg S.A.(“JPMorgan”) as the Custodian of the assets of the SICAV which will be held either directly by JPMorgan or through correspondents, nominees, agents or delegates of JPMorgan. JPMorgan also acts as the Paying Agent in Luxembourg.

J.P. Morgan Bank Luxembourg S.A. was incorporated as a soci@t@ anonyme incorporated on 16th May, 1973 and has its registered office at 6, route de TrPves, L-2633 Senningerberg, Grand- Duchy of Luxembourg. On 31st December 2004 its capital and reserves amounted to US$ 253,142,990.17.

The Custodian shall ensure that the subscriptions and redemptions of Shares in the SICAV effected by the SICAV are carried out in accordance with the provisions of the law relating to collective investment undertakings and the Articles; ensure that in transactions involving the SICAV’s assets any consideration is remitted to the Custodian within the usual time limits, and ensure that the SICAV’s income is applied in accordance with the provisions of the law relating to collective investment undertakings and the Articles.

Registrar & Transfer Agent, Administration Agent The Management Company has appointed RBC Dexia Investor Services Bank S.A. as the Administration Agent, RBC Dexia Investor Services Bank S.A. is responsible for the computation of the net asset values per Share in each Fund, the maintenance of records and other general administrative functions.

The Management Company has appointed RBC Dexia Investor Services Bank S.A. as Registrar & Transfer Agent of the SICAV. As Registrar, RBC Dexia Investor Services Bank S.A. is mainly responsible, under the control and supervision of the Custodian, for the issue, redemption and cancellation of Shares.

Domiciliary and Corporate Agent and Listing Agent The SICAV has appointed RBC Dexia Investor Services Bank S.A. to act as Listing Agent of the SICAV in relation to the listing of the Shares on the Luxembourg Stock Exchange.

The SICAV has appointed RBC Dexia Investor Services Bank S.A. to act as Domiciliary and Corporate Agent of the SICAV in relation to the provision of the registered office, corporate secretarial services and paying agent services.

Global Distributor and Sub-Distributors The Management Company has appointed INVESCO Global Distributors Limited as Global Distributor of the SICAV. The Global Distributor has in turn appointed INVESCO Asset Management Deutschland GmbH, INVESCO Asset Management S.A. and INVESCO Asset Management Asia Limited as Sub-Distributors. All applications for the issue, switch or redemption of Shares received by the Sub-Distributors in their respective regions will be sent to the Global Distributor who will forward details to the Registrar & Transfer Agent.

Hong Kong Sub-Distributor and Representative In accordance with the provisions of the Hong Kong Code on Unit Trusts and Mutual Funds, the

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SICAV has appointed INVESCO Asset Management Asia Limited as Sub-Distributor and Representative of the SICAV. Its functions include, inter alia, dealing with all enquiries in relation to the SICAV and generally representing the SICAV in Hong Kong and arranging the publication in Hong Kong of all necessary advertisements and documents of that nature.

Further Information Reports The audited annual report of the SICAV made up to 28 February in each year will be prepared in US$ and will be made available to Shareholders (and sent to Shareholders resident in Hong Kong, Macau, Singapore and Taiwan), within four months of the financial year end. The SICAV will also prepare half-yearly reports dated 31 August, which will be made available to Shareholders (and sent to Shareholders resident in Hong Kong, Macau, Singapore and Taiwan) within 2 months of the period end.

The reference currency of the SlCAV is United States Dollars and the consolidated financial statements contained in the Prospectus will be expressed in United States Dollars.

Copies of the latest annual report and any subsequent half-yearly report will be sent free of charge on request. The SICAV intends to make the latest annual report and any subsequent semi- annual report available on INVESCO's internet site www.invescooffshorP.com (for Shareholders in Wong Kong, please refer to www.invPsco.com.hk).

Meetings of Shareholders and Notices The Annual General Meeting of Shareholders of the SICAV will be held at the Registered Office of the SICAV in Luxembourg at 11.30 am on the last Friday in June of each year or, if such day is not a Business Day, on the next following Business Day.

Furthermore the Directors may call class meetings which may pass resolutions concerning matters limited to the affairs of a specific Fund.

Notices of all general meetings, setting forth the agenda and specifying the time and place of the meeting and the conditions of admission thereto and referring to quorum and majority requirements, will be sent by post to registered Shareholders, at least eight (8) days prior to the meeting, to their addresses in the Register of Shareholders.

In addition, such notices will be published in the Luxemburger Wort, and, to the extent required by

law, in the Memorial, Recueil des Societks et Associations ( ' I M6morial").

Proceedings of any extraordinary general meeting called upon to resolve amendments to the Articles shall not be valid unless a t least one half of the capital is represented and the agenda indicates the proposed amendments to the Articles and, where applicable, the text of those which concern the objects or the form of the SICAV. If the first of these conditions is not satisfied, a second meeting may be convened, in the manner prescribed by the Articles, by means of notices published twice in the Memorial and in two Luxembourg newspapers, at an interval of at least fifteen days and fifteen days before the meeting. The convening notice shall reproduce the agenda, indicating the date and results of the previous meeting. The proceedings of the second meeting shall be valid regardless of the proportion of the capital represented. At both meetings, resolutions shall be validly passed if they are passed by two- thirds of the votes.

The Articles make provision for meetings of Shareholders. Every Shareholder present in person or by proxy has the same number of votes as the number of Shares in the property of the SICAV represented by the Shares of which he is the Shareholder. Voting in respect of fractions of Shares is not permitted.

Notices Any notice required to be served upon a Shareholder is deemed to have been duly given if sent by post or left a t the Shareholder's address as appearing in the Shareholder register. Service or delivery of a notice or document to any one of several joint Shareholders is deemed effective on the other joint Shareholders. Notices and documents (including cheques and warrants) sent by post by the Administrative Agent, the SICAV or the Global Distributor are sent at the risk of the persons entitled to them.

Definition of "US Persons" Each investor in the SICAV must represent and warrant to the Directors that, amongst other things, he is able to acquire Shares without violating applicable laws. I

For the purposes of this Prospectus, but subject to such applicable laws and to such changes as may be notified by the SICAV to applicants for and transferees of Shares, a US Person shall have the meaning set forth in Regulation 5, as amended from time to time, as promulgated under the 1933 Act. Regulation S currently defines a "US

30

Person" as: (a) any natural person resident in the United States; (b) any partnership or corporation organised or incorporated under the laws of the United States; (c) any estate of which any executor or administrator is a US Person; (d) any trust of which any trustee is a US Person; (e) any agency or branch of a foreign entity located in the United States; (f) any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a US Person; (9) any discretionary account or similar account (other than an estate or trust) held ((i) by a dealer or other fiduciary organised, incorporated, or (if an individual) resident in the United States; and (h) any partnership or corporation if (i) organised or incorporated under the laws of any foreign jurisdiction and (ii) formed by a US person principally for the purpose of investing in securities not registered under the 1933 Act, unless it is organised or incorporated, and owned, by accredited investors (as defined in rule 501(a) under the 1933 Act) who are not natural persons, estates or trusts.

"US Persons" does not include: (a) any discretionary account or similar account (other than an estate or trust) held for the benefit or account of a non-US Person by a dealer or other professional fiduciary organised, incorporated or, if an individual, resident in the United States; (b) any estate of which any professional fiduciary acting as executor or administrator is a US Person if (i)an executor or administrator of the estate who is not a US Person has sole or shared investment discretion with respect to the assets of the estate and (ii) the estate is governed by foreign law; (c) any trust of which any professional fiduciary acting as trustee is a US Person if a trustee who is not a US Person has sole or shared investment discretion with respect to the trust assets, and no beneficiary of the trust (and no settlor if the trust is revocable) is a US Person; (d) an employee benefit plan established and administered in accordance with the law of a country other than the United States and customary practices and documentation of such country; (e) any agency or branch of a US Person located outside the United States if the agency or branch operates for valid business reasons and (ii) the agency or branch is engaged in the business of insurance or banking and is subject to substantive insurance or banking regulation, respectively, in the jurisdiction where located or (f) the International Monetary Fund, the International Bank for Reconstruction and Development, the Inter-American Development Bank, the Asian

Development Bank, the African Development Bank, the United Nations, and their agencies, affiliates and pension plans, and/or any other similar international organisations, their agencies, affiliates and pension plans.

Liquidation and Amalgamation The life of the SICAV is indefinite and normally its dissolution is to be decided upon at an extraordinary general meeting of Shareholders. Such a meeting must be called if the capital of the SICAV becomes less than two-thirds of the minimum provided by law, currently the equivalent of 1,250,000 Euro.

Should the SICAV be voluntarily liquidated, its liquidation will be carried out in accordance with the provisions of the Luxembourg law of 20 December 2002 relating to collective investment undertakings which specifies the steps to be taken to enable Shareholders to participate in the liquidation distribution(s) and in that connection provides for deposit in escrow at the Caisse des Consignations of any such amounts as have not been claimed by any Shareholders a t the close of liquidation. Amounts not claimed from escrow within the prescription period would be liable to be forfeited in accordance with the provisions of Luxembourg law.

The liquidation of a Fund and the compulsory redemption of Shares of the Fund concerned may be made:

(1) upon the decision of a class meeting of holders of Shares in the relevant Fund. The Articles provide that quorum and majority requirements provided by law for decisions regarding amendments to the Articles are applicable to such class meetings. In such event, the Shareholders will be advised and the net asset value of the Shares of the relevant Fund shall be paid on the date of the compulsory redemption.

A class meeting of holders of Shares in a Fund may decide to split such Fund, to amalgamate such Fund with another existing Fund or to contribute the fund to another collective investment undertaking against an issue of Shares of such collective investment undertaking to be distributed to the holders of Shares of such Fund.

The decision shall be published upon the initiative of the SICAV. The publication shall contain information about the new Fund or the relevant collective investment undertaking

31

and shall be made a month prior to the amalgamation in order to provide a possibility for the holders of such Shares to require redemption, prior to the implementation of the transaction. For class meetings, which decide on the amalgamation of different Funds within the SICAV, there shall be no quorum requirement and decisions may be taken by a simple majority of the Shares of the classes concerned that relate to the relevant Fund. Decisions regarding the contribution of assets and liabilities of a Fund to another collective investment undertaking are subject to the quorum and majority requirements provided by law for the amendments to the Articles. In case of an amalgamation with a foreign undertaking for collective investment or a mutual investment fund (fonds commun de placement), decisions of the class meetings of the classes concerned shall be binding only for holders of Shares that have voted in favour of such amalgamation.

(2 ) upon decision taken by the Directors of the SICAV if the total net assets in a Fund fall below the amount of US$20,000,000 (or its equivalent), or such other amount as may be determined by the Directors in the light of the economic or political situation relating to the Fund concerned or if any economic or political situation would constitute a compelling reason for such redemption.

The decision of compulsory redemption will be published by the SICAV prior to the effective date of the redemption, and the publication will indicate the reasons for and the procedure for redemption.

If following a compulsory redemption of all Shares of one or more Share classes a former Shareholder has not requested payment of the redemption price during a period of six months, then the amount in question shall be deposited with the Caisse des Consignations for the benefit of the person(s) entitled thereto.

Documentation Available for Inspection A copy of the Articles and the latest reports may be obtained without cost on request from the SICAV, or any of the Distributors at their respective offices. Copies of the following documents may be inspected free of charge during usual business hours on any bank business day a t the registered office of the SlCAV or at the offices of any of the Distributors:

32

(a) the Consolidated Articles of the SICAV;

(b) the Articles of Incorporation of the Management Company;

Agreement between the SICAV and the Management Company;

(d) the Custodian Agreement dated 9th August, 1999 between the SICAV and JPMorgan;

(e) the Investment Fund Service Agreement between the Management Company, the SICAV and RBC Dexia Investor Services Bank S.A.;

(c) the Management Company Services

(f) the Administrative Agency Agreement between the Management Company and RBC Dexia Investor Services Bank S A ;

(9) the Registrar and Transfer Agency Agreement between the Management Company and RBC Dexia Investor Services Bank S.A.;

(h) the Investment Advisory Agreements between the Management Company and the appointed Investment Advisers;

(i) the Global Distribution Agreement entered into between the Management Company and INVESCO Global Distributors Limited:

Cj) the Sub-Distribution Agreement entered into between INVESCO Global Distributors Limited, INVESCO Asset Management Asia Limited, INVESCO Asset Management Deutschland GmbH and INVESCO Asset Management S.A.;

(k) the Hong Kong Representative Agreement between the SICAV and INVESCO Asset Management Asia Limited;

(I) the latest annual and semi-annual reports.

Conflicts of Interest The Investment Advisers and other companies within the AMVESCAP Group may from time to time act as investment managers or advisers to other fundslclients and may act in other capacities in respect of such funds or other clients. It is therefore possible that such members of the AMVESCAP Group may, in the course of their business, have potential conflicts of interest with the SICAV. The Management Company, the Investment Adviser and such other members of the AMVESCAP Group will, however, have regard in such event to their obligations under the Articles, and the Material Contracts, and in

particular, to their obligations to act in the best interests of the SICAV so far as is practicable, having regard to their obligations to other clients when undertaking any investments where potential conflicts of interest may arise. In particular, where a limited number of securities are available for purchase in a situation where conflicts of interest arise, they will be allocated pro rata among the clients of the Investment Adviser. When the SICAV makes an investment in any other open-ended investment company or unit trust managed by a member of the AMVESCAP Group no initial charge will be charged to the SICAV and the Management Company will waive the annual management charge to which it is entitled in respect of such investment to the extent that it is lower than that of the other open-ended investment company or unit trust and, to the extent that it is higher, will charge only the amount by which it is higher. The Directors of the SICAV will (in the event that any conflict of interest actually arises) endeavour to ensure that such conflict is resolved fairly and in the best interests of the SICAV.

Soft Commission The Management Company and any of its Connected Persons may effect transactions by or through the agency of another person with whom the Management Company and any of its Connected Persons have an arrangement under which that party will, from time to time, provide to, or procure for the Management Company and any of its Connected Persons, group services or other benefits such as research and advisory services, computer hardware associated with specialised software or researched services and performance methods, portfolio valuation and analysis, market price services etc. The provision of such services can reasonably be expected to benefit the SlCAV as a whole and may contribute an improvement to the SICAV's performance and that of the Management Company or any of its Connected Persons in providing services to the SlCAV and for which no direct payment is made but instead the Management Company and any of its Connected Persons undertake to place business with that party. It is the policy of the AMVESCAP Group to obtain best execution on all transactions for all customers. For the avoidance of doubt, such goods and services do not include travel, accommodation, entertainment, general administrative goods or services, general office equipment or premises, membership fees, employees' salaries or direct money payments.

The Management Company and any Connected Person shall not retain the benefit of any cash commission, rebate being cash commission repayment made by a broker or dealer to the Management Company and/or any Connected Person paid or payable for any such broker or dealer in respect of any business placed with such broker or dealer by the Management Company or any Connected Persons for the account of and on behalf of the SICAV. Any such cash commission rebate received from any such broker or dealer shall be held by the Management Company and any Connected Persons for the account of the SICAV.

The Management Company may also at its discretion and on behalf of the Funds transact foreign exchange business with parties which are related to the Management Company or the Custodian but will endeavour to adhere to its policy of best execution in relation to all such transactions. Soft commission and related party transactions shall be disclosed in the periodic reports.

Related Party Transactions The Management Company, the Custodian or their associates may have dealings in the assets of the SlCAV provided that any such transactions are effected on normal commercial terms negotiated at arm's length and provided that each such transaction complies with any of the following:

(I) a certified valuation of such transaction is provided by a person approved by the Directors as independent and competent;

(ii) the transaction has been executed on best terms, on and under the rules of an organised investment exchange; or

where neither i) or ii) is practical;

(iii) where the Directors are satisfied that the transaction has been executed on normal commercial terms negotiated at arm's length.

Publication of Prices The SICAV intends to make prices available by posting up to date prices on the INVESCO's Internet Site www.invescooffshore cnm (for Shareholders in Hong Kong, please refer to www.invesco.com.hk) and to make such prices available at the offices of the SICAV and Administration Agent. Where publication is required in a jurisdiction in which certain of the Funds are registered and authorised for marketing, the prices will be published in the relevant publications referred to in Appendix A of the Prospectus. Prices will also be notified to the Luxembourg Stock Exchange without delay.

33

Definitions "Articles"

Articles of Incorporation of the SICAV.

United States Securities Act of 1933, as amended.

"1933 Act"

"1940 Act" United States Investment Company Act of 1940, as amended.

"Auditors" PricewaterhouseCoopers S.3r.l.

Any bank business day in Luxembourg, except if such bank business day in Luxembourg is a day on which the Global Distributor is not open for business due to the occurrence of substitution holidays following 25th/26th December and/or 1 st January in each year.

For the avoidance of doubt, Good Friday is not a Business Day.

The Code on Unit Trusts and Mutual Funds published by the SFC.

(a) Any person or company beneficially owning, directly or indirectly, 20% or more of the shares of the Management Company or able to exercise directly or indirectly, 20% or more of the total votes in the Management Company; or

(b) any person or company controlled by a person who or which meets one or both of the descriptions given in (a); or

(c) any member of the group for which that company forms part, or

(d) any director or officer of that company or of any of its Connected Persons as defined in

"Business Day"

"Code"

"Connected Person"

(a), (b) or (c).

"Custodian" J.P. Morgan Bank Luxembourg S.A

10.00 am, Dublin time, on each Business Day except for deals placed through the Hong Kong Sub-Distributor and Representative for which the Dealing Cut-off Point is 5.00 pm, Hong Kong time, on each Business Day.

"Dealing Cut-off Point"

"Derivative Contracts" Means for the purposes of this Prospectus, futures contracts (including currency futures, stock index futures, interest rate futures) and options (including put options, call options, index options and options on interest rates) and/or any other contracts or instruments which the SICAV determines from time to time.

"Directors" Directors of the SICAV, each of them being a "Director".

"Distributors" the Global Distributor and the Sub- Distributors and Representatives.

European Union.

he Financial Action Task Force established by the G-7 Summit in Paris in July 1989 to examine measures to combat money laundering.

such country (as shall be reviewed and) deemed from time to time by the FATF to comply with the FATF regulations and criteria necessary to become a member country of FATF and to have acceptable standards of anti-money laundering legislation.

"EU"

"FATF"

"FATF State"

" Fund " A sub-fund of the SICAV.

"Global Distributor" INVESCO Global Distributors Limited, incorporated in Ireland.

"Hong Kong Sub-Distributor and Representative" INVESCO Asset Management Asia Limited.

"INVESCO Global Product Range" Those UCITS domiciled in Ireland or Luxembourg, promoted by AMVESCAP plc and branded as an INVESCO fund.

"JPMorgan"

"Management Company"

"Material Contracts"

J.P. Morgan Bank Luxembourg S.A.

INVESCO Management S.A.

the agreements referred to under "Documentation Available for Inspection"

34

"Minimum Shareholding" The minimum shareholding for the different Share classes applicable to each Fund is the amount set out in Appendix A or such other amount as the SICAV at its absolute discretion may determine. The SICAV may at its absolute discretion compulsorily redeem any shareholding with a value below the amount set out in Appendix A or such other amount as the SICAV a t i ts absolute discretion may determine.

"Minimum Subscription Amount" The minimum subscription amounts for the different Share classes applicable to each Fund are the amounts set out in Appendix A or such other amount as the SICAV at its absolute discretion may determine.

Organisation for Economic Cooperation and Development.

"OECD"

"Registrar & Transfer Agent"

"Reports"

RBC Dexia Investor Services Bank S.A.

audited annual report and accounts and unaudited semi-annual report and accounts.

"SFC" Securities and Futures Commission in Hong Kong.

a holder of a Share. "Shareholder"

"Shares" shares in the SICAV.

"SICAV" INVESCO Funds, an open-ended investment company organised as a societe anonyme under the laws of Luxembourg and qualifies as a socibtb d'investissement A capital variable (SICAV).

"Sub-Distributor" INVESCO Asset Management Deutschland GmbH, INVESCO Asset Management S.A. and which in the case of INVESCO Asset Management Asia Limited shall mean "Hong Kong Sub-Distributor and Representative",

"UCITS" an undertaking for collective investment in transferable securities within the meaning of the UCITS Directive,

"UCITS Directive" the EU Council Directive 85/61 I / E E C on the Coordination of Laws, Regulations and Administrative Provisions relating to Undertakings for Collective Investment in Transferable Securities (UCITS), as amended.

"US Person" a person as defined under "Further information".

"Valuation Point" 10.00 am Dublin time, on any Business Day or such other time, or times, as the Directors shall determine.

"VAT" Value Added Tax, a tax levied on the supply of goods or services at varying rates.

35

Perwan Fmanclal Print 206552

QINVESCO I

%

Types of Shares

Table of Fund Details

Shares Issued Management Charges

~

'

This document is an Appendix to the INVESCO Funds Prospectus dated 1 March 2006 and should be read in conjunction with such Prospectus and with the Appendices B and C thereto. If you do not have a copy of the INVESCO Funds Prospectus, please contact your Q INVESCO I

local INVESCO office and we will send you a Prospectus immediately. %

Types of Shares: "A" Shares "A" Shares are available to all investors. "A" Shares will be denominated in the base currency of the respective Funds unless specifically provided differently in the table below. "A" Shares are listed on the Luxembourg Stock Exchange.

"B" Shares " B I " Shares "B" Shares will be available to customers of distributors or intermediaries appointed specifically for the purpose of distributing the B Shares and only in respect of those Funds in respect of which distribution arrangements have been made with such distributors. "B1 " Shares shall only be available to customers of Merrill Lynch. "B" and " B I " Shares will be denominated in the base currency of the respective Funds. No initial charge is payable by an investor on the acquisition of "8" and "El" Shares of any Fund. Instead when such Shares are redeemed within 4 years of the date of their purchase, the redemption proceeds thereof will be subject to a Contingent Deferred Sales Charge ("CDSC'') a t the rates set forth in the table below:-

Redemption during Applicable Rate (during X years since purchase) of CDSC 1 st Year 4% 2nd Year 3% 3rd Year 2% 4th Year 1% After end of 4th Year None

The CDSC will be calculated on an amount being the lesser of (i) the current market value (based on the net asset value per Share ruling on the date of redemption) or (ii) the acquisition cost, of the B and B1 Shares being redeemed. Accordingly, no CDSC will be imposed on any increase in the market value above the initial acquisition cost.

In determining whether a CDSC is applicable to the proceeds of a redemption, the calculation will be determined in the manner that results in the lowest possible rate being charged. Therefore, it will be assumed that the first redemption of B and B1 Shares, respectively, will be deemed to be those of B and 61 Shares, if any, held for over four years and then of B and B1 Shares held for the longest period during the 4 year period.

The proceeds of the CDSC are retained by the Global Distributor and/or other party and are used in whole or in part to defray expenses in providing distributor-related services to the Funds relating to the sales, promotion and marketing of B and B1 Shares of the Funds (including payments to dealers for their services in connection with the distribution of B and B1 Shares) and the furnishing of services to Shareholders by sales and marketing personnel of the Global Distributor.

Only B Shares will be subject to an annual distribution fee calculated daily at a rate for the relevant Fund as set out in this Appendix based on the net asset values of such Shares of that Fund on each Business Day. Such fee will be paid monthly out of the assets of the relevant Fund, to the Global Distributor and/or other party who may pay part or all of the distribution fee to those institutions involved in the distribution of the B Shares.

The CDSC combined with the distribution fee (in the case of B Shares) is designed to finance the distribution of B and E1 Shares to investors in certain Funds through the Global Distributor and authorised dealers without an initial sales charge being applied a t the time of purchase. Listing of B and B1 Shares on the Luxembourg Stock Exchange Class "B" and " B I " Shares are not accepted for clearance by a clearing system approved by the Luxembourg Stock Exchange, such as Clearstream and Euroclear, due to the contingent deferred sales charge structure applicable to such Shares. Accordingly, pursuant to governing measure no 1, IV of the Luxembourg Stock Exchange, dated August 24, 1995 and implemented on September 1, 1995, the settlement procedures to be followed in respect of such Class "E" and " B I " Shares are as follows:

As soon as the trade in the relevant Shares has been agreed as a stock exchange transaction, the seller's intermediary must forward a copy of the latest statement of account accompanied by a stock transfer form in respect of such Shares agreed to be sold, executed by or on behalf of the seller, to the purchaser's intermediary.

A copy of the latest statement of account together with the stock transfer form must reach the purchaser's intermediary within three business days following the trade date to enable the purchaser's intermediary to ensure that the settlement proceeds will be paid on the agreed value date and to verify with the Registrar & Transfer Agent that the Class "B" and "B1 " Shares are in good order for transfer. The date on which the Shares were initially acquired will then be confirmed by the Registrar & Transfer Agent to the purchaser's intermediary, in order to ascertain that the attention of the purchaser is duly drawn to the rates of any contingent deferred sales charge applicable to these Shares when redeemed afterwards.

After verification, the purchaser's intermediary must forward the executed stock transfer form together with a copy of the latest statement of account and the appropriate registration instructions to the Registrar & Transfer Agent.

2

- The Registrar & Transfer Agent will then make the necessary changes to the Register of Shareholders and issue a new statement of account in the name of the purchaser (and of the seller in respect of any balance of Shares held by the seller). The new statement of account will be sent by the Registrar & Transfer Agent by mail to the purchaser, or if SO requested, to the purchaser's intermediary or to any other designated agent, at the address set out in the registration instructions.

Investors are informed that the above procedures may result in the settlement of trades taking longer than the settlement period, which is customary in Luxembourg (three business days). Any registration problems, which may occur, are to be solved between the seller and the purchaser, in accordance with governing measure no 1, IV of the Luxembourg Stock Exchange.

"C" Shares "C" Shares will be available to all investors. "C" Shares will incur a lower annual management charge than "A" Shares. "C" Shares will be denominated in the base currency of the respective Funds. "C" Shares are listed on the Luxembourg Stock Exchange.

"E" Shares "E" Shares are available for subscription in certain jurisdictions. " E " Shares will be denominated in Euro and incur a higher annual management charge as well as a lower initial charge than "A" Shares. "E" Shares are listed on the Luxembourg Stock Exchange.

"I" Shares I Shares are available to investors:

(i) who, at the time the relevant subscription order is received, are clients of INVESCO with an agreement covering the charging structure relevant to the investors' investments in such Shares, and

(ii) who are institutional investors, as may be defined from time to time by the guidelines or recommendations issued by the Luxembourg supervisory authority.

"I" Shares will be denominated in Euro and will not bear Management Fees. The Service Agents' Fees will not exceed 0.20% for Equity Funds and 0.1 0% for Bond Funds and Structured Funds and the Custodian Charge will not exceed 0.20%.

0 Minimum Initial Subscription Amount for " 1 "

0 Minimum Shareholding for "A" Shares is

Minimum Shareholding for "B" and " B l "

Minimum Shareholding for "C" Shares is

Minimum Shareholding for " E " Shares is

Minimum Shareholding for "I" Shares is

Conversions: Switches are only possible within the same Class of Shares of another Fund. However, Shareholders may elect to convert their "A" Shares into "C" Shares if, as a result of further subscriptions, the Shareholder's investment rises to or above the Minimum Shareholding for "C" Shares. Switching into "I" Shares is only permitted out of "C" Shares if the eligibility criteria for "I" Shares are com pl ied with . The SICAV/Global Distributor, at its absolute discretion, has the power to convert a Shareholder's "C" Shares into "A" Shares if, as a result of redemptions, the value of the Shareholder's investment falls below the Minimurn Shareholding for "C" Shares.

Charges to Investors The Global Distributor may, a t its discretion, make an initial charge upon the issue of Shares in any Fund to investors which, until otherwise notified, will not exceed a percentage of the net asset value of the Shares (as specified in this Appendix) out of which the Global Distributor will pay the fees of the Sub-Distributors. The initial charge may not apply in the case of one or more Funds. The Global Distributor or the Sub-Distributors may re-allow or pay all or part of the initial charge to recognised intermediaries or such other persons as the Global Distributor or the Sub-Distributors may determine, at their absolute discretion. Except for certain Funds where no switching charge will apply, switching is normally subject to a payment of a charge not exceeding 1 % of the value of the Shares being switched. In the case of investors who initially invested in a Fund (where no initial charge is payable) and subsequently switch into a Fund where an initial charge is

Shares is EUR5,000,000.

US8500.

Shares is US$500.

us$1,000,000.

EUR1.500.

EUR5,000,000.

Minimum Initial Subscription Amount for "A" Shares is US$2,500

Subscription Amount for ,,B,, and "E1 " Shares is US$2,500 Minimum Initial Subscription Amount for "C" Shares is US$1,000,000. Minimum Initial Subscription Amount for " E " Shares is EUR1,500.

payable such switch will be subject to the initial charge then applicable to the Fund into which such investment is switched and is payable to the Global Distributor. For more details on the initial and switching charges please refer to the table below in this Appendix.

3

EQUITY FUND5 Global:

INVESCO Global Value Equity Fund 01.02.2001 US% 1.50% INVESCO Emerging Markets Select Equity Fund 02.01.1991 US$ 2.00% - - _ .. -

INVESCO Global Eauitv Fund1 29.08.2005 US8 1.50% ~~ ~

America: INVESCO US Growth Equity Fund 02.12.1996 US$ 1.50% . --,

INVESCO US Small CaD Eauitv Fund 02.01.1991 US$ 1.50% 28.06.2002 us$ 1.30% INVESCO US Structured Equity Fund

iVESC0 US Basic Value Equity Fund 03.12.2004 US$ 1 .SO% Europe: INVESCO Pan European Structured Equity Fund 06.1 1.2000 EUR 1.30% INVESCO Pan European Equity Fund 02.01.1991 EUR 1.50%

. . . -

.-. . .

INVESCO Pan European Small Cap Equity Fund 02.01.1991 EUR 1.50% INVESCO European Growth Equity Fund 30.06.2004 EUR 1.50% ... . - .-

INVESCO Continental European Absolute 31.03.2006 EUR 1.50%

Japan: INVESCO Nippon SmaWMid Cap Equity Fund 02.01.1991 JPY 1.50%

-. . .- --- Return Fund2

INVESCO Nippon Select Equity Fund 02.01.1991 JPY 1.50% Asia: INVESCO Asia Enterprise Fund 03.03.1997 US$ 1.50%

. .

.- ..- . --- .

INVESCO Greater China Equity Fund 15.07.1992 US$ 1.50% INVESCO Asia Infrastructure Fund' 31.03.2006 US$ I .50% .- -- _.

THEME FUNDS INVESCO Global Leisure Fund INVESCO Energy Fund

. -

01.02.2001 US$ 1.50% . -

03.10.1994 US$ 1.50%

RESERVE FUNDS INVESCO USD Reserve Fund 02.01.1991 US$ 0.50% INVESCO Euro Reserve Fund 14.10.1999 EUR 0.45% BOND FUND5 INVESCO Global Bond Fund' 01.07.1994 US$ 0.75% INVESCO European Bond Fund 01.04.1996 EUR 0.75% INVESCO Bond Return Plus Fund4 14.10.1999 EUR 0.75% INVESCO Bond Return Plus II F ~ n d ~ , ~ 01.03.2006 EUR 1 .I 5%

4

31 -03.2006 EUR 1 .OO% INVESCO Euro Corporate Bond Fund3 INVESCO Euro Inflation-Linked Bond Fund 06.1 1.2000 EUR 0.75% STRUCTURED FUNDS

._ .

._. ~

INVESCO Capital Shield 90 (EUR) Fund5 09.05.2003 EUR 1 .OO% i i E C C i ~ C F - . 25.03.2004 US$ 1 .OO% Notes: 1 There are Distribution Shares available to Investors in the following class:

A (semi-annual distributlon) Distributions are made on the last Business Days of February and August. Payments are made within 21 days of the distributlon date.

Z There are Distribution Shares available to investors in the following class: A (quarterly distribution) Distributions are made on the last Business Days of February, May, August and November. Payments are made within 21 days of the d

3 There are Distribution Shares available to investoa in the following class at the discretion of the Directors: A (monthly distribution) Distributions are made on the last Business Days of each month. Payments are made within 21 days of the distribution date.

4 The net asset values and share price of the classes of this Fund are quoted to four declmal places 5 This Fund is not authorlsed by the SFC and therefore is not available for sale to the public in Hang Kong

’--- !

2.0OYo 1 .OO% 1.50% 2.25% 0.40% 0.30% 0.20% 1.50% 1 .ooslp 0.40% 0.30% 0 20% 2.00%

1 .OO% 2 25% 0.20% 0.40% 0.30%

.--- - -. - - - _-

I .OO% _-

- ... - .- 1.50% 1 .OO% 1.00% 2.00% 0.20% 0.40% 0.30%

2.25% 0.20% 0.40% 0.30% 1.50% 1 .OO% 1.30% 1 .OO% 0.80% 2.25% 0.20% 0.40% 0.30%

1 .OO% 2.00% 0.20% 0.40% 0 30%

. -

I 1 .oo% . __.

1.30% 1 .OO% 0.80% 2.25% 0.20% 0.40% 0.30%

i I 1.50% 1 .OO% 1 .OO% 2.00% 0.20% 0.40% 0.30% 1.50% 1 .OO% 1 .OO% 2.25% 0.20% 0.40% 0.30%

1 .OO% 2.25% 0.20% 0.40% 0.30%

..... L..- I -

I

2.00% 0.20% 0.40% 0.30% --- .- 1 .OO%

-.

1.50% 1 .OO% 1 .OO% 2.25% 0.20% 0.40% 0.30% 1 .SO% 1 .OO% 1 .oo%--- 2.00% 0.20% 0.40% 0.30Yy

- 1.50% 1 .OO% 1 .OO% 2.25% 0.20% 0.40% 0.30% 1.50% 1 .OO% 1 .OO% 2.25% 0.20% 0.40% 0.30%

.--

1 .OO% 2.25% 0.30% 0.40% 0.30%

1.50% 1 .OO% 1 .OO% 2.25% 0.20% 0.30% 0.30% 1.50% 1 .OO% 1 .OO% 2.25% 0.20% 0.30% 0.30%

-- -

0.50% 1 .OO% 0.50% 0.25% 0.50% 0.20% 0.13% 0.10% 1 0.45% 1 .OO% 0.15% 0.50% 0.20% 0.13% 0.10%

0.75% 1 .OO% 0.50% 0.90% 0.20% 0.27% 0.20% 8.75% 1 .OO% 0.50% 0.90% 0.20% 0.27% 0.20% 0.75% 1 .OO% 0.50% 1 .OO% 0.20% 0.27% 0.20%

- v

L. 0.75% 1.40% 0.20% 0.27% 0.20% 0.65% 1.25% 0.20% 0.27% 0.20%

’ 1.15% 1 .OO% 0.50% 0.90% 0.20% 0.27% 0.10%

1 .OO% 1 .OO% 0.60% 1.50% 0.20% 0.20% 0.15% 0.60% 0.20% 0.20% 0.15%

rtributlon date.

5

I - -

I

For each of the Funds listed, the following applies:

Shares: The Shares offered are Accumulation Shares unless detailed in the notes below.

A, B, E l , C & E Shares are offered by the Funds for which fee information is included for the relevant Shares in this Appendix A

I Shares are available for INVESCO Bond Return Plus Fund, INVESCO Bond Return Plus II Fund5*, INVESCO Euro Inflation-Linked Bond Fund, INVESCO Global Equity Fund, INVESCO European Growth Equity Fund, INVESCO Pan European Equity Fund, INVESCO Capital Shield 90 (EUR) Fund5, INVESCO Nippon SmalVMid Cap Equity Fund, INVESCO US Structured Equity Fund and INVESCO Nippon Select Equity Fund at the discretion of the Directors

Minimum Subscription Amount for A, B and E1 Shares is USB2.500 (or equivalent amount in any of the currencies listed in the Application Form)

Minimum Subscription Amount for C Shares is US$l,OOO,OOO (or equivalent amount in any of the currencies listed in the Application Form)

Minimum Subscription Amount for E Shares is EURl,500.

Minimum Subscription Amount for I Shares is EUR5,000,000 (or equivalent amount in any of the currencies listed in the Application Form)

The minimum incremental subscription amount for A, 6, B1, C or E Shares is US8500 (EUR500 for E Shares) (equivalent amount is any of the currencies listed in the Standard Instruction Document) for all Share classes.

The minimum incremental subscription amount for I Shares is EUR500,OOO (equivalent amount is any of the currencies listed in the Standard Instruction Document).

Should a Shareholder's investment in C Shares fall below the Minimum Shareholding of US01.000.000.00 (or equivalent amount in any of the currencies listed in the Application Form) Directors have the right to convert such C Shares into A Shares.

Daily dealing

Custodian Charge of not more than 0 20%. except for INVESCO Asia Infrastructure Fund where the Custodian Charge will not exceed 0 30% The amount5 actually charged shall be disclosed in the Reports

Charges: The Management Fees, Distribution Fees, Custodian Charges and Service Agents Fees are expressed as a percentage per annum of the average net asset value

Initial Charge (1) A, C and I Shares - not exceeding 5.25% (2) E Shares only - not exceeding 3.0928% of net asset value of the Shares other than the Reserve Funds, where the initial charge is nil

Contingent Deferred Sales Charge - B and 61 Shares only - See Section on B and E1 Shares

Switching Charge - up to 1 % based on the value of the Shares being switched (see "Charges to Investors" in this Appendix A)

Custodian Charge of not more than 0.20%, except for INVESCO Asia Infrastructure Fund where the Custodian Charge will not exceed 0.30%. The amounts actually charged shall be disclosed in the Reports.

Service Agents Fee of not more than 0.40% (see table for further details). The amounts actually charged shall be disclosed in the Reports.

I

Distribution Fee for B Shares only: 1 %

I Shares will not bear Management Fees. The Service Agents' Fees will not exceed 0.20% for Equity Funds and 0.10% for Bond Funds and Structured Funds and the Custodian Charge will not exceed 0.20%. The amounts actually charged shall be disclosed in the Reports.

Prices: Share Prices are available on INVESCO's Internet Site www.invescooffshore.com (for Shareholders in Hong Kong please refer to www.invesco.com.hk) and, if required under local requirements, published daily in the Financial Times, the Hong Kong Economic Times, the South China Morning Post, II Sole 24 Ore, the Hong Kong Economic Journal, Die Presse, the Handelsblatt, the Echo, the Uitgeversbedrift Tijd, the HEX, the Oslo Bors, Fondbolagens, Euronext, Expansion, NZZ, the LianHe Zaobao, the Straits Times, the Business Times and will be notified to the Luxembourg Stock Exchange. Share prices are currently also available from Reuters and Bloomberg.

I

Annual Accounting Date: The accounting year of each Fund shall begin on the first of March of each year and shall terminate on the last day of February of the subsequent year.

6

Perivan Financial Print 206553 9 % INVESCO

Investment Objectives and Policies of each Fund Investment Advisers for each Fund Equity Funds: Global: INVESCO Emerging Markets Select Equity Fund

INVESCO Global Value Equity Fund INVESCO Global Equity Fund INVESCO US Growth Equity Fund INVESCO US Small Cap Equity Fund INVESCO US Structured Equity Fund INVESCO US Basic Value Equity Fund INVESCO Pan European Structured Equity Fund INVESCO Pan European Equity Fund INVESCO Pan European Small Cap Equity Fund INVESCO European Growth Equity Fund INVESCO Continental European Absolute Return Fund INVESCO Nippon SrnaWMid Cap Equity Fund INVESCO Nippon Select Equity Fund

INVESCO Greater China Equity Fund INVESCO Asia Infrastructure Fund

INVESCO Global Leisure Fund INVESCO Energy Fund

INVESCO USD Reserve Fund INVESCO Euro Reserve Fund

INVESCO Global Bond Fund* INVESCO European Bond Fund* INVESCO Bond Return Plus Fund INVESCO Euro Inflation-Linked Bond Fund INVESCO Bond Return Plus I1 Fund# INVESCO Euro Corporate Bond Fund

INVESCO Capital Shield 90 (EUR) Fund# INVESCO Capital Shield 90 (USD) Fund#

America:

Europe:

Japan:

Asia: INVESCO Asia Enterprise Fund

Theme Funds:

Reserve Funds:

Bond Funds:

Structured Funds:

This document is an Appendix to the INVESCO Funds Prospectus dated 1 March 2006 and should be read in conjunction with such Prospectus and with the Appendices A and C thereto. If you do not have a copy of the INVESCO Funds Prospectus, please contact your local INVESCO office and we will send you a Prospectus immediately. # This Fund is not authorised by the SFC and therefore is not available for sale to the

* This Fund is not currently authorised by the FSB, and therefore is not available 9 INVESCO public in Hang Kong.

for sale to the public in South Africa. *!b

EQUITY FUNDS

Global

INVESCO Emerging Markets Select Equity Fund Investment Objective & Policies The Fund aims to provide long-term capital growth from investment in the shares of leading companies established and/or operating in countries where, in the opinion of the Investment Adviser, there is an emerging market. A flexible policy will be adopted with no predetermined geographical weighting.

Profile of the Typical Investor This Fund is suitable for investors who are seeking capital appreciation over a 5 to 10 year timeframe and are prepared to accept risk to their capital and a higher level of volatility in the value of their investments. INVESCO would classify this type of investment as being more "specialist" than a mainstream developed-market equity fund.

Authorisation details Authorised for public marketing in Austria, Belgium, Finland, France, Germany, Greece, Guernsey, Hong Kong, Ireland, Italy, Jersey, Luxembourg, Macau, Netherlands, Norway, Portugal, South Africa, Spain, Sweden and the United Kingdom.

Investment Adviser INVESCO Asset Management Limited. 30 Finsbury Square London ECZA IAG United Kingdom

INVESCO Global Value Equity Fund Investment Objective & Policies The Fund aims to provide long-term capital growth by investing in a value style portfolio of equity and equity related instruments, primarily in well established companies worldwide with a minimum market capitalisation of USD 1 billion. There is no predetermined geographical distribution and a flexible policy will be adopted on weighting, driven predominantly by views on individual companies as well as overall economic or business considerations. The Fund may invest up to 10% in emerging markets.

Profile of the Typical Investor This Fund is suitable for investors who are seeking capital appreciation over a 5 to 10 year timeframe and are prepared to accept risk to their capital and at least moderate volatility in the value of their investments.

Authorisation Details Authorised for public marketing in Austria, Belgium, Cyprus, Finland, France, Germany, Greece, Guernsey, Hong Kong, Ireland, Italy, Jersey, Luxembourg, Macau, Netherlands, Norway, Portugal, South Africa, Spain, Sweden, Switzerland and the United Kingdom.

Investment Adviser INVESCO Global Asset Management (N.A.), Inc. 1360 Peach Tree Street Suite 100 Atlanta, GA 30909 USA

INVESCO Global Equity Fund Investment Objective & Policies The objective of the Fund is to achieve long-term capital growth by investing, normally, at least 80% of its net assets in equity and equity related securities of issuers worldwide which may include warrants and American Depositary Receipts.

The Fund may also invest up to 20% of its net assets in debt securities and convertible securities of issuers worldwide.

The Fund will normally invest in the securities of companies located in at least three different countries, one of which is to be the United States. The Fund will invest no more than 50% of its net assets in the securities of issuers in any one country, with the exception of the United States where more than 50% of the net asset value can be invested. The Fund may invest in securities denominated in various currencies.

The Fund emphasizes investment in companies in developed countries such as the United States, the countries of Western Europe and certain countries in the Pacific Basin. The Fund may also invest up to 20% of its net assets in securities of companies located in developing countries, Le., securities of companies in emerging markets.

The Fund may also hold an ancillary portion of its net assets in cash or cash equivalents. In order to achieve exposure of uninvested cash to equity markets worldwide, the Fund may purchase index futures.

Profile of the Typical Investor This Fund is suitable for investors who are seeking capital appreciation over a 5 to 10 year timeframe and are prepared to accept risk to their capital and at least moderate volatility in the value of their investments.

2

Authorisation Details Authorised for public marketing in Austria, Finland, Hong Kong, Jersey, Luxembourg, Norway and Sweden

Investment Adviser AIM Capital Management, Inc. 11 Greenway Plaza Houston Texas 77046 USA

, America

INVESCO US Growth Lquity Fun( Investment Objective & Policies The Fund aims to provide long-term capital growth from investments in equities and related instruments predominantly quoted in North America (i-e. the United States and Canada but excluding Mexico). The Fund has the flexibility to invest up to 20% of its net assets in smaller capitalisation companies, such as niche companies or emerging leaders that have established an important competitive advantage that is expected to lead to rapid gains in market position.

Profile of the Typical Investor This Fund is suitable for investors who are seeking capital appreciation over a 5 to 10 year timeframe and are prepared to accept risk to their capital and a t least moderate volatility in the value of their investments.

Authorisation details Authorised for public marketing in Austria, Belgium, Chile, Finland, France, Germany, Greece, Guernsey, Hong Kong, Ireland, Italy, Jersey, Luxembourg, Macau, Netherlands, Norway, Portugal, Singapore, South Africa, Spain, Sweden, Taiwan and the United Kingdom.

Investment Adviser AIM Capital Management, Inc. I 1 Greenway Plaza Houston Texas 77046 USA

INVESCO US Small Cap Equity Fund Investment Objective & Policies The Fund aims to provide long-term capital growth from a portfolio of investments in smaller companies of North America with a market capitalisation not exceeding the market capitalisation of companies within the bottom quartile of the Russell 3000 Index. At least two thirds of the assets of the Fund (without taking

into account ancillary liquid assets) will be made in equity or equity related instruments of companies with their registered office in the US or with their registered office outside of the US but carrying out their business activities predominantly in the US or holding as holding companies predominantly stakes in such companies. Up to one third of the total assets of the Fund may be made in equity or equity related instruments of companies with their registered office in Canada. Typically, the portfolio will include companies with established records of superior management and above-average financial returns.

The portfolio’s stock selection follows a highly structured and clearly defined investment discipline. The Investment Adviser uses fundamental insights, applied quantitatively, to evaluate the relative attractiveness of each stock. The portfolio is constructed using an optimisation process that takes into account the calculated expected returns of each stock as well as different risks, industry / sector allocation and style exposures relative to the benchmark. The purpose of the optimization process is to generate a portfolio that maximizes the potential return given a specified risk level.

Profile of the Typical Investor This Fund is suitable for investors who are seeking capital appreciation over a 5 to 10 year timeframe and are prepared to accept risk to their capital and a higher level of volatility in the value of their investments. INVESCO would classify this type of investment as being more “specialist” than a mainstream developed-market equity fund.

Authorisation details Authorised for public marketing in Austria, Belgium, Cyprus, Finland, France, Germany, Greece, Guernsey, Hong Kong, Ireland, Italy, Jersey, Luxembourg, Macau, Netherlands, Norway, Portugal, South Africa, Spain, Sweden, Switzerland, Taiwan and the United Kingdom

Investment Adviser INVESCO Institutional (N.A.) Inc. 1 166 Avenue of the Americas New York, NY 10036 USA

INVESCO US Structured Equity Fund Investment Objective & Policies The objective of the Fund is to achieve long-term capital appreciation by investing in a diversified portfolio of large cap liquid equities listed on recognised US stock exchanges. At least two thirds of the assets of the Fund (without taking

3

into account ancillary liquid assets) shall at all times be invested in equities of large cap companies with registered off ice in the US or exercising their business activities mainly in the us.

For the present purposes “large cap” shall mean companies having a market capitalisation exceeding USD 1 billion.

The stock selection follows a highly structured and clearly defined investment process. Quantitative indicators that are available for each stock in the investment universe are analysed and used by the Investment Adviser to evaluate the relative attractiveness of each stock. The portfolio is constructed using an optimisation process that takes into account the calculated expected returns of each stock as well as risk control parameters. -Beta (i-e. market timing), industry, sector allocation and style exposures relative to the benchmark as selected from time to time are minimised to focus on the stock specific excess returns that are delivered by our stock selection process.

Profile of the vpical Investor This Fund is suitable for investors who are seeking capital appreciation over a 5 to 10 year timeframe and are prepared to accept risk to their capital and at least moderate volatility in the value of their investments.

Authorisation Details Authorised for public marketing in Austria, Belgium, Cyprus, Finland, Germany, Greece, Guernsey, Hong Kong, Ireland, Italy, Jersey, Luxembourg, Macau, Netherlands, Norway, Portugal, South Africa, Spain, Sweden, Switzerland and the United Kingdom.

Investment Adviser INVESCO Institutional (N.A.) Inc. 1 166 Avenue of the Americas New York, NY 10036 USA

INVESCO US Basic Value Equity Fund Investment Objective & Policies The investment objective of the Fund is long-term growth of capital. The Fund seeks to meet its objective by investing at least 65% of its net assets in equity securities of US. Issuers which are listed on a stock exchange or regulated market and, within the limits set forth in the investment restrictions mentioned in the prospectus, traded on the over-the-counter market in the United States, which have a market capitalisation in

excess of 8500 million and which are judged by the Investment Adviser to be undervalued relative to the Investment Adviser’s appraisal of the current or projected earnings of the companies issuing the securities, or relative to current market values of assets owned by the companies issuing the securities or relative to the equity markets generally. The Fund may also invest up to 35% of its net assets in (1) equity securities which are listed on a stock exchange or regulated market and, within the limits set forth in the investment restrictions mentioned in the prospectus, traded on the over-the-counter market in the United States, which have a market capitalisation of less than $500 million; and (2) investment grade non- convertible debt securities of U.S. issuers (including corporate bonds and debentures) and U.S. government securities, including liquid, US dollar denominated short-term obligations including, certificates of deposit from US banks and commercial paper which are considered by the Investment Advisor to be of high quality. The Fund may also invest up to 25% of its net assets in liquid equity securities of non-U.S. issuers which are listed on a stock exchange or regulated market and, within the limits set forth in the investment restrictions mentioned in the prospectus, traded on the over-the-counter- market in countries outside the United States.

The Investment Adviser intends to focus on undervalued equity securities of (1) out-of-favor cyclical growth companies; (2) established growth companies that the Investment Adviser considers are undervalued compared to historical relative valuation parameters; (3) companies where the Investment Adviser considers there is early but tangible evidence of improving prospects that are not yet reflected in the price of the company’s equity securities; and (4) companies whose equity securities are selling at prices that the Investment Adviser considers do not reflect the current market value of their assets and where these is reason to expect realization of this potential in the form of increased equity values.

Profile of the Typical Investor This Fund is suitable for investors who are seeking capital appreciation over a 5 to 10 year timeframe and are prepared to accept risk to their capital and at least moderate volatility in the value of their investments.

4

Authorisation details Authorised for public marketing in Austria, Finland, Germany, Greece, Hong Kong, Ireland, Italy, Jersey, Luxembourg, The Netherlands, Noway, Portugal, Spain, Sweden and the United Kingdom.

Investment Adviser AIM Capital Management, Inc. 1 1 Greenway Plaza Houston Texas 77046 USA

Europe

INVESCO Pan European Structured Equity Fund Investment Objective & Policies The objective of the Fund is to achieve long-term capital appreciation by investing in a diversified portfolio of large cap equities of companies with registered office in a European country or exercising their business activities mainly in European countries (including the UK) which are listed on recognised European stock exchanges. The stock selection follows a highly structured and clearly defined investment process. Quantitative indicators that are available for each stock in the investment universe are analysed and used by the Investment Adviser to evaluate the relative attractiveness of each stock. The portfolio is constructed using an optimisation process that takes into account the calculated expected returns of each stock as well as risk control parameters. Beta (Le. market timing), industry, sector allocation and style exposures relative to the benchmark as selected from time to time are minimised to focus on the stock specific excess returns that are delivered by our stock selection process.

Profile of the Typical Investor This Fund is suitable for investors who are seeking capital appreciation over a 5 to 10 year timeframe and are prepared to accept risk to their capital and at least moderate volatility in the value of their investments.

Authorisation details Authorised for public marketing in Austria, Belgium, Cyprus, Finland, France, Germany, Greece, Guernsey, Hong Kong, Ireland, Italy, Jersey, Luxembourg, Macau, Netherlands, Noway, Portugal, South Africa, Spain, Sweden, Switzerland and the United Kingdom.

Investment Adviser INVESCO Asset Management Deutschland GmbH. BleichstraOe 60-62 D-60313 Frankfurt am Main Germany

INVESCO Pan European Equity Fund Investment Objective & Policies The Fund aims to provide long-term capital growth from investments in a portfolio of equity or equity related instruments of companies with their registered office in a European country (including the UK) or with their registered office outside of Europe but carrying out their business activities predominantly in Europe or holding as holding companies predominantly stakes in such companies, with an emphasis on larger companies with above-average growth prospects. There is no predetermined geographical distribution and a flexible policy will be adopted on weighting driven predominantly by views on individual companies as well as overall economic or business considerations.

Profile of the Typical Investor This Fund is suitable for investors who are seeking capital appreciation over a 5 to 10 year timeframe and are prepared to accept risk to their capital and at least moderate volatility in the value of their investments.

Authorisation details Authorised for public marketing in Austria, Belgium, Chile, Cyprus, Finland, France, Germany, Greece, Guernsey, Hong Kong, Ireland, Italy, Jersey, Luxembourg, Macau, Netherlands, Norway, Portugal, Singapore, South Africa, Spain, Sweden, Switzerland, Taiwan and the United Kingdom.

Investment Adviser INVESCO Asset Management Limited 30 Finsbury Square London ECZA IAG United Kingdom

INVESCO Pan European Small Cap Equity Fund Investment Objective & Policies The Fund aims to provide long-term capital growth primarily from a portfolio of investments in smaller companies of any European stock market. The Fund may on occasion invest in special situations such as recovery stocks, take- over situations and, in due course, the emerging markets of Eastern Europe. The Fund aims to limit risk by investing in a broader spread of companies than might be usual in a conventional portfolio.

5

Profile of the Typical Investor This Fund is suitable for investors who are seeking capital appreciation over a 5 to 10 year timeframe and are prepared to accept risk to their capital and a higher level of volatility in the value of their investments. INVESCO would classify this type of investment as being more "specialist" than a mainstream developed-market equity fund.

Authorisation details Authorised for public marketing in Austria, Belgium, Chile, Cyprus, Finland, France, Germany, Greece, Guernsey, Hong Kong, Ireland, Italy, Jersey, Luxembourg, Macau, Netherlands, Norway, Portugal, South Africa, Spain, Sweden, Taiwan and the United Kingdom.

Investment Adviser INVESCO Asset Management Limited. 30 Finsbury Square London ECZA IAG United Kingdom

INVESCO European Growth Equity Fund Investment Objective & Policies The Fund's investment objective is long-term capital growth. The Fund seeks to meet its objective by investing primarily in securities of European companies. The Fund considers various factors when determining whether a company is a European company. These factors are whether (1) the head office or the registered office is in a country in Europe or (2) it derives 50% or more of its total revenues from business activities in Europe or (3) the principal market for its equity securities is a regulated market in Europe. The reference to Europe comprises all countries in Western and Eastern Europe (including Turkey, Russia and the Ukraine).

The Investment Adviser focuses on companies that have experienced above-average long-term growth in earnings and have strong prospects for future growth. In selecting countries in which the fund will invest, the Investment Adviser also considers such factors as the prospect for relative economic growth among countries or regions, economic or political conditions, currency exchange fluctuations, tax considerations and the liquidity of a particular security. The Investment Adviser considers whether to sell a particular security when any of these factors materially changes. The Fund will invest without regard to market capitalization. Investments of the Fund in Russian and Ukrainian companies will be made through American Depositary Receipts (ADRs) or Global Depositary Receipts (GDRs).

Profile of the Typical Investor This Fund is suitable for investors who are seeking capital appreciation over a 5 to 10 year timeframe and are prepared to accept risk to their capital and at least moderate volatility in the value of their investments.

Authorisation details Authorised for public marketing in Austria, Finland, Germany, Greece, Hong Kong, Ireland, Italy, Jersey, Luxembourg, The Netherlands, Norway, Portugal, Spain, Sweden and the United Kingdom.

Investment Adviser AIM Capital Management, Inc. 11 Greenway Plaza Houston Texas 77046 USA

INVESCO Continental European Absolute Return Fund Investment Objective and Policies The Fund aims to provide to Shareholders long- term total return growth in excess of cash returns from an actively managed, diversified portfolio investing primarily in Continental European equities, fixed interest securities and cash. The Fund may also invest into warrants and units of UCITS and other UCls.

Continental European equity securities are to be understood to be those of companies listed on a Continental European Exchange, or having their registered office in a Continental European country or in other countries but carrying out their business activities mainly in Continental Europe or holding companies investing mainly in equities of companies having their registered office in a Continental European country.

Fixed interest securities comprise any or all of the following types of security:

(a) bonds, debentures, notes and treasury bills issued by governments, local authorities and public authorities.

(b) corporate bonds, notes and debentures whether secured or unsecured (including securities convertible into or exchangeable for equity shares) which will have a minimum credit rating of sub-investment grade as rated by a recognised credit agency, being Moody's, Standard & Poor's or Fitch, or deemed to be of equivalent quality in the judgement of the Investment Adviser.

6

securities issued by public international bodies such as the European Investment Bank, International Bank for Reconstruction and Development or such other body which is, in the opinion of the Investment Adviser of similar standing.

certificates of deposit, commercial paper and bankers acceptances.

At least two thirds of the total assets of the Fund (without taking into account ancillary liquid assets) shall be invested in Continental European securities. Up to one third of the total assets of the Fund (without taking into account ancillary liquid assets) may be invested in equity and fixed interest securities of issuers worldwide.

Derivatives and forwards may be used for the efficient portfolio management. The aim of any derivative or forward used for such reasons is not to materially alter the risk profile of the Fund, rather their use is to assist the Investment Adviser in meeting the investment objectives of the Fund by:

reducing risk and/or reducing cost, and/or generating additional income or capital for the Fund at an acceptable level of cost and risk.

The Fund may, from time to time, sell interest rate futures in order to reduce participation in the bond markets or to produce gains for the Fund in falling bond markets.

From time to time the Investment Adviser may decide to hold part or all of the Fund's assets in the form of liquid assets.

There will be no restriction on exposure to any particular asset class, sector or country.

Note: Shareholders should note that the reference to "Absolute Return" in the name of the Fund does not mean, and should not be interpreted as meaning, that absolute return is guaranteed or that the Fund is a hedge fund. Although the Fund aims to provide Shareholders a long-term total return growth in excess of cash returns, negative returns may be generated in certain circumstances.

Investment Restrictions Investment restriction (VI) (b) as set forth under "Techniques and Instruments" in the Prospectus shall be read to permit also the sale of interest rate futures to reduce participation in the bond

markets or to produce gains for the Fund in falling bond markets.

Profile of the Typical Investor This Fund is suitable for investors who are seeking capital appreciation over a 5 to 10 year timeframe and are prepared to accept risk to their capital and at least moderate volatility in the value of their investments.

Authorisation details Authorised for public marketing: Luxembourg, Ireland, The Netherlands, Austria, Jersey, Germany, Spain, France, Belgium, Italy, Finland, Norway, Sweden, Portugal, United Kingdom, Hong Kong, Greece.

Investment Adviser INVESCO Asset Management Limited 30 Finsbury Square London ECZA 1AG United Kingdom

The costs of establishing the Fund are reasonably estimated to be approximately EUR 40,000. The Fund will be launched on 31 March 2006.

Japan

INVESCO Nippon SrnalllMid Cap Equity Fund Investment Objective & Policies The objective of the Fund is to achieve long-term capital growth by investing in small to medium sized Japanese companies and to a lesser extent in large Japanese companies.

At least two thirds of the assets of the Fund (without taking into account ancillary liquid assets) will be made in equity or equity related instruments (including warrants) of small or mid cap Japanese companies. Up to one third of the assets of the Fund may be made in equity or equity related instruments of large Japanese companies and in convertible debt instruments of Japanese companies of any size.

For the present purposes, Japanese companies shall mean companies with their registered office in Japan or with their registered office in another country but carrying out the business activities predominantly in Japan or holding as holding companies predominantly stakes in such companies. Small and mid cap companies shall mean companies whose market capitalisation shall not exceed Bottom Quartile of total market capitalization in Japan.

7

Profile of the Typical Investor This Fund is suitable for investors who are seeking capital appreciation over a 5 to 10 year timeframe and are prepared to accept risk to their capital and a higher level of volatility in the value of their investments. INVESCO would classify this type of investment as being more "specialist" than a mainstream developed-market equity fund.

Authorisation details Authorised for public marketing in Austria, Belgium, Finland, France, Germany, Greece, Guernsey, Hong Kong, Ireland, Italy, Jersey, Luxembourg, Macau, Netherlands, Norway, Portugal, South Africa, Spain, Sweden, Switzerland, Taiwan and the United Kingdom,

Investment Adviser INVESCO Asset Management (Japan) Limited Shiroyama Trust Tower 25F 3-1, Toranomon 4-chome Minato-ku

Japan Tokyo 105-6025

INVESCO Nippon Select Equity Fund Investment Objective & Policies The Fund aims to provide long-term capital growth from a portfolio of investments in Japanese companies. The Fund can invest, to a limited extent, in Japanese equity warrants to maximise returns and may hold convertible bonds issued by Japanese companies. At least two thirds of the assets of the Fund (without taking into account ancillary liquid assets) will be made in equity or equity related instruments (including warrants). Up to one third of the assets of the Fund may be made in convertible debt instruments.

For the present purposes, Japanese companies shall mean companies with their registered office in Japan or with their registered office in another country but carrying out their business activities predominantly in Japan or holding as holding companies predominantly stakes in such companies.

Profile of the Typical Investor This Fund is suitable for investors who are seeking capital appreciation over a 5 to 10 year timeframe and are prepared to accept risk to their capital and a t least moderate volatility in the value of their investments.

Authorisation details Authorised for public marketing in Austria, Belgium, Finland, France, Germany, Greece, Guernsey, Hong Kong, Ireland, Italy, Jersey, Luxembourg, Macau, Netherlands, Norway, Portugal, Singapore, South Africa, Spain, Sweden, Switzerland, Taiwan and the United Kingdom.

Investment Adviser INVESCO Asset Management (Japan) Limited. Shiroyama Trust Tower 25F 3-1, Toranomon 4-chome Minato-ku

Japan Tokyo 105-6025

Asia

INVESCO Asia Enterprise Fund Investment Objective & Policies The Fund aims to provide long-term capital growth from a diversified portfolio of investments in Asian companies, including investments in small to medium-sized companies with a market capitalisation of less than US$1 billion. The Fund will have a flexible and aggressive approach to country allocation covering investments in the Asia Pacific region including the Indian sub- continent but excluding Japan and Australasia.

There is no requirement as to the geographical spread of the Fund's investments. Investors should not assume that the assets of the Fund will a t all times include investments from each country in the Asia Pacific region.

Profile of the Typical Investor This Fund is suitable for investors who are seeking capital appreciation over a 5 to 10 year timeframe and are prepared to accept risk to their capital and a higher level of volatility in the value of their investments. INVESCO would classify this type of investment as being more "specialist" than a mainstream developed-market equity fund.

Authorisation details Authorised for public marketing in Austria, Belgium, Chile, Cyprus, Finland, France, Germany, Greece, Guernsey, Hong Kong, Ireland, Italy, Jersey, Luxembourg, Macau, Netherlands, Norway, Portugal, Singapore, South Africa, Spain, Sweden, Switzerland and the United Kingdom.

8

Investment Adviser INVESCO Hong Kong Limited 32/F, Three Pacific Place 1 Queen's Road East Hong Kong

INVESCO Greater China Equity Fund Investment Objective & Policies The Fund aims to provide long-term capital growth from a portfolio of investments with an exposure to the economies of Hong Kong and China. Opportunities for direct investment in mainland China are currently limited to the stock markets in Shenzhen and Shanghai. Nevertheless, the market is expected to continue to develop and the Fund will be well placed to take advantage of new China "B" Share issues as and when they arise.

Profile of the Typical Investor This Fund is suitable for investors who are seeking capital appreciation over a 5 to 10 year timeframe and are prepared to accept risk to their capital and a higher level of volatility in the value of their investments. INVESCO would classify this type of investment as being more "specialist" than a mainstream developed-market equity fund.

Authorisation details Authorised for public marketing in Austria, Belgium, Chile, Finland, France, Germany, Greece, Guernsey, Hong Kong, Ireland, Italy, Jersey, Luxembourg, Macau, Netherlands, Norway, Portugal, South Africa, Spain, Sweden and the United Kingdom.

Investment Adviser INVESCO Hong Kong Limited 32/F, Three Pacific Place 1 Queen's Road East Hong Kong

INVESCO Asia Infrastructure Fund Investment Objective and Policies The Fund aims to achieve long term capital growth from investments in a diversified portfolio of Asian securities of issuers which are principally engaged in infrastructure activities. At least two thirds of the total assets of the Fund (without taking into account ancillary liquid assets) shall be invested in equity and debt securities denominated in any convertible currency issued by Asian companies principally active in the infrastructure sector. "Asian companies" shall mean companies listed in an Asian stock market or having their registered office in an Asian country or established in other countries but

carrying out their business activities mainly in Asia or holding companies investing mainly in equity of companies having their registered office in an Asian country. Up to one third of the total assets of the Fund (without taking into account ancillary liquid assets) may be invested in equity and debt securities denominated in any convertible currency of issuers established in any country not meeting the above requirements.

Profile of the Typical Investor This Fund is suitable for investors who are seeking capital appreciation over a 5 to 10 year timeframe and are prepared to accept risk to their capital and a higher level of volatility in the value of their investments. INVESCO would classify this type of investment as being more "specialist" than a mainstream developed-market equity fund.

Authorisation details Authorised for public marketing: Luxembourg, Ireland, The Netherlands, Austria, Germany, Jersey, Spain, France, Belgium, Italy, Finland, Norway, Sweden, Portugal, United Kingdom, Hong Kong, Switzerland, Greece.

Investment Adviser INVESCO Hong Kong Limited 32/F, Three Pacific Place 1 Queen's Road East Hong Kong.

The costs of establishing the Fund are reasonably estimated to be approximately USD 50,000. Investors can subscribe to this Fund during the initial offer period ("Initial Offer Period") commencing on 2nd March 2006 until 30th March 2006, a t the launch price of US$lO per Share, plus any applicable charge. Shares subscribed during the Initial Offer Period (provided payment of the application moneys in cleared funds is received) will be issued from 31st March 2006. Payment for subscriptions made during the Initial Offer Period is due in cleared funds on the second business day following the end of the Initial Offer Period. In the event of a late payment, the SICAV/Global Distributor may either rescind the subscription or charge interest at the then current rate for overdraft for such currency from the date of acceptance of the application by the SICAV/Global Distributor.

9

THEME FUNDS

INVESCO Global Leisure Fund Investment Objective & Policies The Fund aims to provide long-term capital growth from an international portfolio of investments in companies principally engaged in the design, production or distribution of products and services related to the leisure time activities of individuals.

Under normal conditions, at least 80% of the Fund’s total net assets will be invested in the equity securities (common stockdordinary shares and securities convertible into common stockdordinary shares, including convertible debt obligations and convertible preferred stock) of such companies. The balance of the Fund’s assets may be held as cash or invested in debt or equity securities issued by companies outside the leisure industries sector or in short-term debt obligations of high investment grade (where the risk of default of principal or coupon is low) maturing no later than one year from the date of purchase.

Profile of the Typical Investor This Fund is suitable for investors who are seeking capital appreciation over a 5 to 10 year timeframe and are prepared to accept risk to their capital and a higher level of volatility in the value of their investments. INVESCO would classify this type of investment as being more “specialist“ than a mainstream developed-market equity fund.

Authorisation details Authorised for public marketing in Austria, Belgium, Chile, Cyprus, Finland, France, Germany, Greece, Guernsey, Hong Kong, Ireland, Italy, Jersey, Luxembourg, Macau, Netherlands, Norway, Peru, Portugal, South Africa, Spain, Sweden, Switzerland, Taiwan and the United Kingdom.

Investment Adviser AIM Capital Management, Inc. 11 Greenway Plaza Houston, Texas 77046 USA

INVESCO Energy Fund Investment Objective & Policies The Fund aims to provide long-term capital growth by investing in an international portfolio primarily in energy stocks, the majority of which include major oil companies, energy services, and oil and gas exploration and production companies, as well as companies developing alternative energy sources. The Fund focuses on

reasonably priced companies with above-average production volume growth and earnings, cash flow and asset value growth potential independent of commodity pricing.

Profile of the Typical Investor This Fund is suitable for investors who are seeking capital appreciation over a 5 to 10 year timeframe and are prepared to accept risk to their capital and a higher level of volatility in the value of their investments. INVESCO would classify this type of investment as being more “specialist” than a mainstream developed-market equity fund.

Authorisation details Authorised for public marketing in Austria, Belgium, Finland, France, Germany, Greece, Guernsey, Hong Kong, Ireland, Italy, Jersey, Luxembourg, Macau, Netherlands, Norway, Portugal, South Africa, Spain, Sweden, Switzerland and the United Kingdom.

Investment Adviser AIM Capital Management, Inc. 11 Greenway Plaza Houston, Texas 77046 USA

The following risk considerations apply to Theme Funds:

The Investment Adviser will not normally, in the case of Theme Funds, maintain a wide spread of investments in order merely t o provide a balanced portfolio of investments. In compliance with the investment restrictions of the SICAV, a more concentrated approach is taken than is normally the case in order t o take greater advantage of successful investments. The Investment Adviser considers that this policy involves a greater than usual degree of risk since investments are chosen for their long term potential and their prices (and therefore the net asset value of the Fund) may be subject t o above average volatility. Investors should be aware that there can be no assurance that the Fund’s investment will be successful or that the investment objectives described wil l be attained.

Certain technology and telecommunications companies are at an early stage of development and many of these companies have a short track record. Therefore, investment in these types of companies is subject to additional levels of risk.

10

RESERVE FUNDS

INVESCO USD Reserve Fund Investment Objective & Policies The Fund aims to provide the maximum return with a high degree of security from a portfolio of short-dated fixed interest securities which have an initial or residual maturity not exceeding 12 months. The assets of the Fund may also comprise floating rate debt securities and debt securities with a maturity exceeding 12 months, provided, as a result of the terms of issue or by the use of adequate instruments or techniques, the rate of interest thereof is adjusted at least once annually in the light of market conditions.

The portfolio of the Fund may include cash and cash equivalents.

Profile of the Typical Investor This Fund is suitable for investors who are seeking capital appreciation over a 5 to 10 year timeframe from a cashl near cash fund. Investors would be seeking low volatility in the value of their investments and more predictable returns than in equity or bond funds.

Authorisation details Authorised for public marketing in Austria, Belgium, Chile, Cyprus, Finland, France, Germany, Greece, Guernsey, Hong Kong, Ireland, Italy, Jersey, Luxembourg, Macau, Netherlands, Norway, Peru, Portugal, South Africa, Spain, Sweden, Taiwan and the United Kingdom.

Investment Adviser INVESCO Asset Management Limited 30 Finsbury Square London EC2A IAG United Kingdom

INVESCO Euro Reserve Fund Investment Objective and Policies The Fund aims to provide the maximum return with a degree of security from a portfolio of short dated fixed interest Euro securities with an initial or residual maturity date not exceeding 12 months.

The assets of the Fund may also comprise floating rate debt securities and debt securities with a maturity exceeding 12 months, provided, as a result of the terms of issue or by the use of adequate instruments or techniques, the rate of interest thereof is adjusted at least once annually in the light of market conditions.

The portfolio of the Fund may include cash and cash equivalents.

Profile of the vpical Investor This Fund is suitable for investors who are seeking capital appreciation over a 5 to 10 year timeframe from a cash/ near cash fund. Investors would be seeking low volatility in the value of their investments and more predictable returns than in equity or bond funds.

Authorisation details Authorised for public marketing in Austria, Belgium, Cyprus, Finland, France, Germany, Greece, Guernsey, Hong Kong, Ireland, Italy, Jersey, Luxembourg, Macau, Netherlands, Norway, Portugal, South Africa, Spain, Sweden and the United Kingdom.

Investment Adviser INVESCO Asset Management Limited 30 Finsbury Square London ECZA 1AG United Kingdom

BOND FUNDS

INVESCO Global Bond Fund Investment Objective & Policies The Fund aims to achieve long-term capital growth with income from a diversified portfolio constructed from bonds or other debt instruments, including high yield bonds, issued by Governments, supranational bodies, local authorities, national public bodies and corporate issuers worldwide. The Fund may also invest, for efficient portfolio management purposes only, in derivative instruments, including credit default swaps as a protection purchaser.

There are Distribution Shares and Accumulation Shares available to investors in this Fund.

Profile of the Typical Investor This Fund is suitable for investors who are seeking capital appreciation over a 5 to 10 year timeframe and are prepared to accept risk to their capital and at least moderate volatility in the value of their investments.

Authorisation details Authorised for public marketing in Austria, Belgium, Finland, France, Germany, Greece, Guernsey, Hong Kong, Ireland, Italy, Jersey, Luxembourg, Macau, Netherlands, Norway, Portugal, Singapore, Spain, Sweden, Switzerland and the United Kingdom.

1 1

Investment Adviser INVESCO Asset Management Limited 30 Finsbury Square London ECZA IAG United Kingdom

INVESCO European Bond Fund Investment Objective & Policies The Fund aims to provide long-term growth from a diversified portfolio of bonds denominated in European currencies.

The Fund's portfolio will be constructed from bonds or other debt securities issued by corporations and governments, supranational bodies, local authorities and national public bodies. It is not intended that the Fund should invest in equity securities. The Fund may also invest, for efficient portfolio management purposes only, in derivative instruments, including credit default swaps as a protection purchaser.

The Fund can invest up to 30% of its net assets in liquid assets.

Risk considerations for the Fund While it is the aim of the Investment Adviser to preserve capital and generate competitive returns, investors should be aware that this may not be achieved as the Fund may invest up to 25% of its net assets in non-investment grade fixed income securities.

Profile of the Typical Investor This Fund is suitable for investors who are seeking capital appreciation over a 5 to 10 year timeframe and are prepared to accept risk to their capital and a t least moderate volatility in the value of their investments.

Authorisation details Authorised for public marketing in Austria, Belgium, Chile, Cyprus, Finland, France, Germany, Greece, Guernsey, Hong Kong, Ireland, Italy, Jersey, Luxembourg, Macau, Netherlands, Norway, Portugal, Spain, Sweden, Taiwan and the United Kingdom.

Investment Adviser INVESCO Asset Management Limited 30 Finsbury Square London EC2A IAG United Kingdom

INVESCO Bond Return Plus Fund Investment Objective and Policies The Fund aims to generate competitive returns and to preserve capital through investment in a diversified portfolio of fixed income assets worldwide.

The Investment Adviser intends to invest primarily in corporate, government and / or other securitised debt instruments. Non-Euro investments are intended to be hedged back into Euro at the discretion of the Investment Adviser.

The Fund may, from time to time, sell interest rate futures in order to reduce participation in the bond markets or to produce gains for the Fund in falling bond markets.

The Fund may also invest, for efficient portfolio management purposes only, in derivative instruments, including credit default swaps as a protection purchaser.

The Fund can invest up to 30% of its net assets in liquid assets.

Risk considerations for the Fund While it is the aim of the Investment Adviser to preserve capital and generate competitive returns, investors should be aware that this may not be achieved as the Fund may invest up to 25% of its net assets in non-investment grade fixed income securities.

Investment Restrictions Investment restriction (VI) (b) as set forth under '

"Techniques and Instruments" in the Prospectus shall be read to permit also the sale of interest rate futures to reduce participation in the bond markets or to produce gains for the Fund in falling bond markets.

Profile of the Typical Investor This Fund is suitable for investors who are seeking capital appreciation over a 5 to 10 year timeframe and are prepared to accept risk to their capital and at least moderate volatility in the value of their investments.

Authorisation details Authorised for public marketing in Austria, Belgium, Finland, France, Germany, Greece, Guernsey, Hong Kong, Ireland, Italy, Jersey, Luxembourg, Macau, Netherlands, Norway, Portugal, Spain, Sweden and the United Kingdom,

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Investment Adviser INVESCO Asset Management Limited. 30 Finsbury Square London ECZA IAG United Kingdom

INVESCO Euro Inflation-linked Bond Fund Investment Objective & Policies The Fund aims to provide long-term capital growth from a diversified portfolio of bonds and other debt instruments. At least 70% of the Fund's net assets will be invested in inflation- linked bonds and other inflation-linked debt instruments.

'

The portfolio will be constructed from bonds or other debt instruments of investment grade, with scope to invest up to 5% of the Fund's net assets in non investment grade bonds or other debt instruments issued by corporations and governments, supranational bodies, local authorities and national public bodies. The Fund will not invest in equity securities. At least 70% of the Fund's net assets will be made in bonds and other debt instruments denominated in Euro. Non-Euro investments are intended to be hedged back into Euro at the discretion of the Investment Adviser. The Fund may also invest, for efficient portfolio management purposes only, in derivative instruments, including credit default swaps as a protection purchaser.

Risk considerations for the Fund Inflation-linked bonds carry the following risks:

- A lower inflation rate than expected will lead to an underperformance of inflation-linked bonds in comparison to conventional bonds;

The European inflation-linked bond market is currently relatively small. If there are major changes on the demand or supply side, this could have a more significant impact than on mature markets.

-

Profile of the Typical Investor This Fund is suitable for investors who are seeking capital appreciation over a 5 to 10 year timeframe and are prepared to accept risk to their capital but are looking for a lower risk fixed-income investment, with generally lower volatility than corporate bond or equity funds.

Authorisation details Authorised for public marketing in Austria, Belgium, Finland, Germany, Greece, Guernsey, Hong Kong, Ireland, Italy, Jersey, Luxembourg, Macau, Netherlands, Norway, Portugal, Spain, Sweden, Switzerland and the United Kingdom.

Investment Adviser INVESCO Asset Management Limited. 30 Finsbury Square London EC2A 1AG

INVESCO Bond Return Plus II Fund Investment Objective and Policies The Fund aims to generate competitive returns and to preserve capital through investment in a diversified portfolio of fixed income assets worldwide denominated in any currency.

The Investment Adviser intends to invest primarily in corporate, government and / or other securitised debt instruments. Non-Euro investments are intended to be hedged back into Euro at the discretion of the Investment Adviser. The Fund shall not invest in equity instruments.

The Fund may, from time to time, sell interest rate futures in order to reduce participation in the bond markets or to produce gains for the Fund in falling bond markets.

The Fund may also invest in derivative instruments relating to fixed income assets, including the entering into credit default swaps as a protection buyer and seller. In addition, the Fund may take active currency positions not exceeding one third of the total assets of the Fund (without taking into account ancillary liquid assets).

The Fund can invest up to 30% of its net assets in liquid assets.

Risk considerations for the Fund While it is the aim of the Investment Adviser to preserve capital and generate competitive returns, investors should be aware that this may not be achieved as the Fund may invest up to 25%-0f its net assets in non-investment grade fixed income securities.

Investment Restrictions Investment restriction (VI) (b) as set forth under "Techniques and Instruments" in the Prospectus shall be read to permit also the sale of interest rate futures to reduce participation in the bond markets or to produce gains for the Fund in falling bond markets.

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Investment restriction (Ill) shall be read to permit also the entering into forward currency contracts for purposes other than hedging for up to one third of the total assets of the Fund (without taking into account ancillary liquid assets).

Profile of the Typical Investor This Fund is suitable for investors who are seeking capital appreciation over a 5 to 10 year timeframe and are prepared to accept risk to their capital and at least moderate volatility in the value of their investments.

Authorisation details Authorised for public marketing: Luxembourg, Ireland, The Netherlands, Austria, Germany, Jersey, Spain, France, Belgium, Italy, Finland, Norway, Sweden, Portugal, United Kingdom, Switzerland, Greece.

This Fund is not authorised by the SFC and therefore is not available for sale to the public in Hong Kong.

Investment Adviser INVESCO Asset Management Limited 30 Finsbury Square London EC2A 1AG

The costs of establishing the Fund are reasonably estimated to be approximately EUR 40,000. The Fund will be launched on 1 March 2006.

INVESCO Euro Corporate Bond Fund Investment Objective and Policies The Fund is invested to achieve, in the medium to long term, a competitive overall investment return in Euros with relative security of capital in comparison to equities.

The Fund will invest at least two thirds of its total assets (without taking into account ancillary liquid assets) in debt securities or instruments denominated in Euro issued by corporate issuers.

The Fund will invest primarily in investment grade (Moody's Baa or higher) fixed and floating rate bonds and other debt securities which, in the opinion of the Investment Adviser, have a comparable credit quality issued by corporations in any part of the world or issued or guaranteed by any government, government agency, supranational or public international organisation in any part of the world.

The Fund may invest in non-investment grade securities which generally will not exceed 30% of the net assets of the fund.

Up to one third of the total assets of the Fund (without taking into account ancillary liquid assets) may be invested in Non-Euro debt instruments or debt instruments issued by public international debtors. Investments not denominated in the Euro are intended to be hedged back into Euro at the discretion of the Investment Adviser.

Fixed interest securities comprise any or all of the following types of security:

(a) bonds, debentures, notes and treasury bills issued by governments, local authorities and public authorities.

(b) corporate bonds, notes and debentures whether secured or unsecured (including securities convertible into or exchangeable for equity shares).

(c) securities issued by public international bodies such as the European Investment Bank, International Bank for Reconstruction and Development or such other body which is, in the opinion of the Investment Adviser of similar standing.

(d) certificates of deposit, commercial paper and bankers acceptances.

Derivatives and forwards relating to debt instruments may be used for the efficient portfolio management. The aim of any derivative or forward used for such reasons is not to materially alter the risk profile of the Fund, rather their use is to assist the Investment Adviser in meeting the investment objectives of the Fund by:

reducing risk and/or reducing cost, and/or

0 generating additional income or capital for the Fund at an acceptable level of cost and risk.

The Fund may, from time to time, sell interest rate futures in order to reduce participation in the bond markets or to produce gains for the Fund in falling bond markets.

The Fund may also enter into credit default swaps (as both a protection buyer and seller).

The Fund can invest up to 30% of its net assets in liquid assets.

14

Investment Restrictions Investment restriction (VI) (b) as set forth under “Techniques and Instruments” in the Prospectus shall be read to permit also the sale of interest rate futures to reduce participation in the bond markets or to produce gains for the Fund in falling bond markets.

Profile of the Typical Investor This Fund is suitable for investors who are seeking capital appreciation over a 5 to 10 year timeframe and are prepared to accept risk to their capital and a t least moderate volatility in the value of their investments.

Authorisation details Authorised for public marketing: Luxembourg, Ireland, The Netherlands, Austria, Jersey, Germany, Spain, France, Belgium, Italy, Finland, Norway, Sweden, Portugal, United Kingdom, Switzerland, Greece, Hong Kong.

Investment Adviser INVESCO Asset Management Limited. 30 Finsbury Square London EC2A 1AG

The costs of establishing the Fund are reasonably estimated to be approximately EUR 40,000. The Fund will be launched on 31 March 2006.

STRUCTURED FUNDS

INVESCO Capital Shield 90 (EUR) Fund Investment Objective & Policies The Fund aims to provide an adequate total return through investment in a diversified portfolio of short term fixed income securities and/or floating rate securities (hereinafter “debt securities”).

The Fund must predominantly consist of:

(i) mortgage bonds, municipal bonds and other bonds issued by credit institutions domiciled in a member state of the European Economic Area provided that, pursuant to the statutory regulations, such credit institutions are subject to special governmental supervision for the protection of the holders of such bonds and that monies raised through the issue of such bonds are, in accordance with applicable law, invested in assets which provide sufficient coverage for the liabilities arising therefrom throughout the entire life of the bonds and which, in case of default by the issuer, are to be

applied with priority to payment of principle and interest; or

(ii) bonds

- which pursuant to the definition of a member state of the European Economic Area are included in a market in the European Economic Area which is subject to public regulation and supervision, operates regularly and is directly and indirectly open to the public (organised market); or

- the terms of issue of which include the requirement that application is to be made for inclusion in an organised market provided such admission is obtained within one year of issue; or

- admitted to official trading on an exchange in a non-European Economic Area state.

The Fund will also hold participations in bond and equity markets through the purchase of futures contracts on recognised equity indices and interest rate futures worldwide (without exceeding a maximum equity exposure of 50% of the net assets and with a maximum bond exposure of 100% of the net assets). The Fund may also, from time to time, sell interest rate futures in order to reduce participation in the bond markets or to produce gains for the Fund in falling bond markets.

It is the intention of the Investment Adviser to preserve until the termination of the Fund 90% of the capital invested at any moment during the life of the Fund. Accordingly, the Fund is managed with reference to a minimum value (”floor“) below which, as per the intention of the Investment Adviser, the value of the investment should not be allowed to fall a t any point in time. (Please refer to the “Risk considerations for the Fund” below). At the start of the Fund the floor is defined to be 90% of the initial offer price. This floor will move upwards when the Net Asset Value of the Fund increases and the floor will remain at its high watermark level when the Net Asset Value decreases. The Fund will a t the same time aim to participate in rising bond and/or equity markets through the use of futures. The allocation of the participation between bond or equity markets will be determined on the basis of the asset allocation models developed by the Investment Adviser.

15

The Euro (EUR) mentioned in the Fund's name is the base currency in which the Fund's accounts are kept and the performance is measured, though not necessarily the currency in which the assets of the Fund will be denominated. However, it is the Investment Adviser's intention to hedge the non-Euro exposure on the debt securities component to the Euro to the extent practicable.

Risk considerations for the Fund The Investment Adviser undertakes every reasonable effort t o preserve the above floor but neither the Investment Adviser, nor any other INVESCO entity, guarantees that floor. Investors should not therefore construe the above investment objectives as a guarantee and be aware that they bear the residual risk in the event that the preservation target is not achieved.

Investors should note that in the event of the net asset value falling by 10% or more as a consequence of changes in the relevant markets, sufficient income needs to be generated by the debt securities component t o enable a significant participation in the markets t o be regained (which may take some time). In this situation it should be noted that the floor of the Fund may only be preserved further if the income from the debt securities component is large enough t o cover all the expenses generated in relation t o the management (and administration) of the Fund.

While the above techniques are designed t o l imit the downside risk of the relevant bond and equity markets, other risks associated w i th the debt securities part of the Fund are not the subject of particular risk avoidance (debtor risk of an issuer of the instruments of the debt securities component, transfer, counterparty and settlement risk of securities transactions).

Transactions in futures carry a high degree of risk. The amount of the initial margin is small relative t o the value of the futures contract so that transactions are "leveraged" or "geared". A relatively small market movement may have a proportionately larger impact which may work for or against the investor. However, the Fund will l imit the exposure arising from such transactions as described in the second paragraph of the "Investment Objective & Policies".

Investment Restrictions applicable to derivatives:

The restrictions (I) to (VI) as set forth under "Techniques and Instruments" in the Prospectus are replaced by the following:

The SICAV on behalf of the Fund will ensure that the global exposure to derivatives does not exceed 100 percent of the Fund's total net asset value (NAV) and hence that the overall risk exposure may not exceed 200 percent of its NAV on a permanent basis. The global exposure relating to derivative instruments held by the Fund is equal to the total Value-at-Risk of these positions, measured at a 99% confidence interval based on a holding period of one month and using recent data.

Profile of the Typical Investor This Fund is suitable for investors who are seeking capital appreciation over a 5 to 10 year timeframe and are prepared to accept risk to their capital but are looking for a lower risk fixed-income investment, with generally lower volatility than corporate bond or equity funds.

Authorisation details Austria, Belgium, Cyprus, Finland, France, Germany, Greece, Ireland, Italy, Jersey, Luxembourg, Malta, Netherlands, Norway, Portugal, Spain, Sweden, Switzerland and the United Kingdom.

This Fund is no t authorised by the SFC and therefore is no t available for sale to the public in Hong Kong.

Investment Adviser INVESCO Asset Management Deutschland GmbH. BleichstraRe 60-62 D-603 13 Frankfurt am Main Germany

INVESCO Capital Shield 90 (USD) Fund Investment Objective & Policies The Fund aims to provide an adequate total return through investment in a diversified portfolio of short term fixed income securities and/or floating rate securities (hereinafter "debt securities").

The Fund must predominantly consist of:

(i) mortgage bonds, municipal bonds and other bonds issued by credit institutions domiciled in a member state of the European Economic Area provided that, pursuant to the statutory regulations,

16

such credit institutions are subject to special governmental supervision for the protection of the holders of such bonds and that monies raised through the issue of such bonds are, in accordance with applicable law, invested in assets which provide sufficient coverage for the liabilities arising therefrom throughout the entire life of the bonds and which, in case of default by the issuer, are to be applied with priority to payment of principle and interest; or

(ii) bonds

- which pursuant to the definition of a member state of the European Economic Area are included in a market in the European Economic Area which is subject to public regulation and supervision, operates regularly and is directly and indirectly open to the public (organised market); or

the terms of issue of which include the requirement that application is to be made for inclusion in an organised market provided such admission is obtained within one year of issue; or

admitted to official trading on an exchange in a non-European Economic Area state.

-

-

The Fund will also hold participations in bond and equity markets through the purchase of futures contracts on recognised equity indices and interest rate futures worldwide (without exceeding a maximum equity exposure of 50% of the net assets and with a maximum bond exposure of 100% of the net assets). The Fund may also, from time to time, sell interest rate futures in order to reduce participation in the bond markets or to produce gains for the Fund in falling bond markets.

It is the intention of the Investment Adviser to preserve until the termination of the Fund 90% of the capital invested at any moment during the life of the Fund. Accordingly, the Fund is managed with reference to a minimum value (“floor”) below which, as per the intention of the Investment Adviser, the value of the investment should not be allowed to fall at any point in time. (Please refer to the “Risk considerations for the Fund” below). At the start of the Fund the floor is

defined to be 90% of the initial offer price. This floor will move upwards when the Net Asset Value of the Fund increases and the floor will remain at its high watermark level when the Net Asset Value decreases. The Fund will at the same time aim to participate in rising bond and/or equity markets through the use of futures. The allocation of the participation between bond or equity markets will be determined on the basis of the asset allocation models developed by the Investment Adviser.

The US Dollar (USD) mentioned in the Fund’s name is the base currency in which the Fund‘s accounts are kept and the performance is measured, though not necessarily the currency in which the assets of the Fund will be denominated. However, it is the Investment Adviser’s intention to hedge the non-USD exposure on the debt securities component to the USD to the extent practicable.

Risk considerations for the Fund The Investment Adviser undertakes every reasonable effort to preserve the above floor but neither the Investment Adviser, nor any other INVESCO entity, guarantees that floor. Investors should not therefore construe the above investment objectives as a guarantee and be aware that they bear the residual risk in the event that the preservation target is not achieved.

Investors should note that in the event of the net asset value falling by 10% or more as a consequence of changes in the relevant markets, sufficient income needs to be generated by the debt securities component to enable a significant participation in the markets to be regained (which may take some time). In this situation it should be noted that the floor of the Fund may only be preserved further if the income from the debt securities component is large enough to cover all the expenses generated in relation to the management (and administration) of the Fund.

While the above techniques are designed to limit the downside risk of the relevant bond and equity markets, other risks associated with the debt securities part of the Fund are not the subject of particular risk avoidance (debtor risk of an issuer of the instruments of the debt securities component, transfer, counterparty and settlement risk of securities transactions).

17

Transactions in futures carry a high degree of risk. The amount o f the initial margin is small relative t o the value of the futures contract so that transactions are “leveraged” or ”geared”. A relatively small market movement may have a proportionately larger impact which may work for or against the investor. However, the Fund will l imit the exposure arising from such transactions as described in the second paragraph o f the “Investment Objective & Policies”.

Investment Restrictions applicable to derivatives:

The restrictions (I) to (VI) as set forth under “Techniques and Instruments” in the Prospectus are replaced by the following:

The SICAV on behalf of the Fund will ensure that the global exposure to derivatives does not exceed 100 percent of the Fund’s total net asset value (NAV) and hence that the overall risk exposure may not exceed 200 percent of its NAV on a permanent basis. The global exposure relating to derivative instruments held by the Fund is equal to the total Value-at-Risk of these positions, measured a t a 99% confidence interval based on a holding period of one month and using recent data.

Profile of the Typical Investor This Fund is suitable for investors who are seeking capital appreciation over a 5 to 10 year timeframe and are prepared to accept risk to their capital but are looking for a lower risk fixed-income investment, with generally lower volatility than corporate bond or equity funds.

Authorisation details Austria, Belgium, Cyprus, Finland, Germany, Greece, Ireland, Italy, Jersey, Luxembourg, Netherlands, Norway, Portugal, Spain, Sweden, Switzerland and the United Kingdom.

This Fund is n o t authorised by the SFC and therefore is not available for sale to the public in Hong Kong.

Investment Adviser INVESCO Asset Management Deutschland GmbH. BleichstraOe 60-62 D-60313 Frankfurt am Main Germany

General I

In the event that any Fund is liquidated, any unamortised expenses will be borne by the Management Company.

Shareholders should refer to the section “Risk Warnings” of the Prospectus.

18

Perivan Financial Pmt 206554 0 % INVESCO

Important information for investors

This document is an Appendix to the INVESCO Funds Prospectus dated 1 March 2006 and should be read in conjunction with such Prospectus and with the Appendices A and B thereto. If you do not have a copy of the INVESCO Funds Prospectus, please contact your 0 INVESCO local INVESCO office and we will send you a Prospectus immediately. %

Important Information for Investors The following information and the taxation information is based on the enacted laws and current practice in the relevant jurisdiction. It is not comprehensive and is subject to change. Prospective investors should consult their own professional advisers as to the implications of buying, holding or disposing of Shares and to the provisions of the laws of the jurisdiction in which they are subject to tax.

Important information for investors in Austria Austrian Distributor INVESCO Asset Management GesmbH Rotenturmstrasse 16-1 8 A-I010 Vienna Austria Telephone: + 43 1 3 16 20 0 Fax: + 43 1 316 20 20

Austrian Paying Agent Kom mu na I kred it Depot ba n k AG Tuerkenstrasse 9 A-I 092 Vienna Austria Telephone: + 43 1 31631 391 Fax: + 43 1 31631 399

Pursuant to S.36 Investmentfonds-Gesetz (“Investment Fund Act”), the Manager has notified the Finanzmarktaufsicht (“Financial Market Authority”) of its intention to publicly distribute Shares of the SICAV in Austria and is authorised to do so from the end of the notification procedure. Details of each SICAV so authorised are set out in the relevant appendix.

Kommunalkredit Depotbank AG, Tuerkenstrasse 9, 1092 Vienna, Austria has been appointed as paying agent in Austria. In addition to the normal redemption and switching procedures Shareholders resident in Austria may alternatively redeem or switch their Shares through the Austrian Paying Agent.

Documents and information: Shareholders resident in Austria may obtain without charge copies (in the German language) of the Articles, the current Prospectus, the current simplified prospectuses and the latest Annual Report and (Audited) Accounts and if published subsequently the latest semi-annual Report and (unaudited) accounts of the SICAV at the offices of the Austrian Distributor and the Austrian Paying Agent. Shareholders may inquire about the issue and redemption prices at the offices of the Austrian Distributor and the Austrian Paying Agent and may inspect at such offices copies of the agreements and other documents mentioned

in the prospectus. The issue and redemption prices will also be published in “Die Presse”.

Taxation in Austria The following information is supposed to give a general overview of the principles of Austrian taxation on income derived from the funds of the Company for investors subject to unlimited tax liability in Austria. The information is based on the law as of December 2005.

Particularities of individual cases are not considered. Hence, no concrete advice on the taxation of individual unit holders is hereby given. Therefore and because of the complexity of Austrian tax law, it is recommended that unit holders seek advice from a tax advisor regarding the taxation of their respective holdings.

The fund The board of directors does not intend to become resident in Austria within the meaning of the Austrian Income Tax Act. Provided that the fund does not run its business in Austria through a permanent establishment or a permanent substitute the fund will in Austria only be subject to taxation in relation with specific income and other income according to Sect 98 Austrian Income Tax Act.

General Information Investment funds are transparent according to Austrian tax law. This means that income from a fund is not taxed at fund level but at investor level.

According to Austrian tax law, interest, dividends and other income less expenses received by the fund (”Net Investment Income“) as well as certain portions of the realised capital gains are considered taxable income, regardless if they are distributed to the investor or accumulated (“Deemed Distributed Income, DDI”) by the fund.

As the fund is considered as a reporting fund’, the following taxation is applicable:

Private Investor For private investors, interest, dividends2 and other income less expenses as well as 20% of the realised capital gains from the sale of equities and

’ The fund reports net interest on a daily basis, taxable portions of distributions on a periodical basis as well as the deemed distributed income once a year to Oesterreichixhe Kontrollbank Bared on this information the deduction of Austrian withholding tax is made by the Austnan custodian bank of the investor.

1 Income received by the fund from low tax countries should not be subject to 25 % taxation. As these portions of the income are not subject to a comparable tax burden, they shall be subject to taxation according to the personal progressive tax rate. In that case the foreign tax can be credited against the Austrian tax liability. The Austrian Ministry of Finance is entitled to issue a list of low-tax countries or investments. The Austrian Ministry of Finance has not yet issued such a list.

2

derivatives linked to equities are taxable at 25%. Realised capital gains from the sale of bonds and derivatives linked to bonds are tax-free for private investors. If foreign withholding tax was withheld on distributions to the fund, it can be credited against Austrian withholding tax (‘‘KESt”) to the extent of 15% of the Net Investment Income.

The Austrian custodian bank of the investor must withhold 25% Austrian withholding tax on taxable parts of the distributions as well as on the DDI. This withholding tax constitutes final taxation for both income and inheritance tax purposes for private investors. This has the effect that private investors need not to include the income from the fund in their income tax return. Additionally, in the event of inheritance, the investment fund units are not subject to inheritance tax.

If the fund units are held on foreign deposit, all distributions and DDI must be included in the income tax return of the investor and are taxed at 25% special tax rate.

DDI is deemed to be received four months after the fund’s year-end for private investors.

If the personal progressive income tax rate would result in a lower tax rate, this lower tax rate can be applied by way of filing an income tax return (Assessment upon Application). However, it should be noted that all income subject to final taxation and or to the 25% special tax rate have to be included in the tax return and will then be subject to the personal progressive income tax rate.

Taxation of Income from the Current Financial Year in Case of Purchase and Redemption Private investors investing in reporting funds will receive a withholding tax credit on the interest income received by the fund from the begin of the fund’s financial year until the date of purchase. This procedure ensures that the investor is not taxed for interest income received by the fund before the purchase.

Accordingly, in case of redemption, the investor will receive a withholding tax deduction on the interest income received by the fund from the begin of the fund’s financial year until the date of sale.

Specula rive Taxa tion If the investor sells funds units within one year since acquisition, the speculative gain is taxable at progressive income tax rate of the investor and must be included in the income tax return of the investor. Speculative gains can only be credited against speculative capital losses incurred in the same calendar year. Speculative losses cannot be carried forward into future years.

Safeguard Tax For reporting funds, in comparison to non- reporting funds, no safeguard tax will be withheld a t year-end by the custodian bank of the investor.

Natural Persons Holding the Fund Units as Business Property If fund units are held by natural persons as business property (sole proprietors or partnerships), the taxation as described above for private investors is generally applicable with the following exemptions:

While the Net Investment Income (interest, dividends, other income less expenses) of the fund is subject to 25% withholding tax with the effect of final taxation, the tax treatment of the realised capital gains is different:

All realised capital gains (regardless if they result from the sale of bonds or equities), are taxable at the progressive income tax rate and must be included in the income tax return of a natural person, who holds the fund units as business property. Any withholding tax withheld on realised capital gains can be credited against the income tax of the investor.

Corporate Investors The Net Investment Income as well as all realised capital gains are subject to 25% Corporate Income Tax and must be included in the corporate income tax return of the corporation. To avoid double taxation in case of redemption, the DDI, which must be taxed on an annual basis, can be capitalized. This procedure ensures that the taxable capital gain in case of redemption is reduced by the DDI which was already taxed in previous years.

Corporate investors can avoid the withholding tax deduction by way of providing the Austrian bank with a certificate of exemption. If no certificate of exemption is provided, the deducted withholding tax can be credited against the Corporate Income Tax.

The DDI is deemed to be received by corporate investors at the financial year-end of the fund.

Disclaimer Please note that the information on the tax consequences according to the above is based on the tax rules as of December 2005. The correctness of this tax information can be affected by subsequent changes in the law or changes in the application of the law.

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Important Information for Investors in Chile General According to the provisions of the Chilean legislation, the "Superintendencia de Valores y Seguros" (Chilean SEC, hereinafter the SEC) must be notified of any public offer of securities in Chile.

Law 18.045 which rules all matters related to securities provides that in order to make a public offer of shares of the funds in Chile, the entity that issues the shares and makes the offer is obliged to register with the SEC. The SEC, through special rulings, has established the conditions, terms, and modalities that may be applicable to the said registration.

Taxation The SICAV 1) Exchanae Reaulations The SICAV may invest in Chile only through one of the following channels established by the Chilean legislation:

a) Chapter XIV of the Summary of the Foreign Exchange Regulations of the Central Bank;

b) Decree Law 600.

It is important to notice that the above mentioned foreign investment regimes are the only permissible investment channels into Chile for foreign investors such as the SICAV.

a)

Under this option, the SICAV should invest through an institution member of the formal exchange market. At the time of disposition of the monies the general tax and legal regime in force will govern every aspect related to the investment, including taxation applicable to remittances of profits abroad.

To adjust the investment under this regime, the investor must complete a form that the formal exchange institution that partakes in the transaction will have for this purpose. This form contains standard information related to the investor and the destiny of the monies, and must be presented to the Chilean Central Bank to inform it of the remittance of monies.

To be eligible to operate under this regime, an investment of over US$lO,OOO is required.

Chapter XIV of the Summary of the Foreign Exchange Regulations of the Central Bank:

b) Decree Law 600:

This regime establishes that a foreign investor such as the SICAV must sign a contract with the Chilean Government. From the moment of signature of the contract the following benefits are granted to the investor:

i) The monies may be remitted a year after the date such capital has been brought in;

The profit may be remitted at any time without limit;

iii) The VAT and Custom duties in force at the time of signature will not vary;

iv) The investor benefits from non-discrimination in respect of local investors;

Free access to the formal exchange market.

ii)

v)

Since October 1997 an amount of US$l ,000,000 is required to be eligible to make investments though DL 600. For tax considerations related to this regime, please see below.

2 ) Tax considerations In relation to the exchange regulations set out above, there are five possible tax regimes associated with the gains of a Foreign Institutional Investor:

a) General Tax regime:

Here, the gains are subject to 15% First Category Tax rate and a Surtax at 35%. Amounts paid in relation to First Category Tax may be credited against the Surtax.

b) Special DL. 600 tax regime:

The fixed tax regime in relation to DL. 600 carries tax at a 42% flat rate. This rate cannot be modified during the following 10 years, but may be waived once. Where waived, the aforementioned general tax regime applies.

c) Foreign Capital Investment Funds tax regime:

Law 18.657 established a special tax regime for funds such as the SICAV, which applies a fixed 10% tax rate to all gains. This regime is applicable to any amount remitted to Luxembourg which is over the original capital contributions. Notwithstanding this, Foreign Capital Investment Funds may still subject themselves to the provisions of article 18 bis of Income Tax Law, regarding capital gains outlined below.

The choice of exchange regulations channel through which the fund invests (Chapter XIV of

A

the Summary of the Foreign Exchange Regulations on the Central Bank or DL 600) does not affect the application of this tax regime.

The rules established by law 18.657 dictate that a fund submitted to it, such as the SICAV, must have a Stock Corporation that manages it, and both the SICAV and the Stock Corporation will be under the supervision of the SEC.

From a tax perspective, the tax regime established by law 18.657 is favourable, as it reduces in general the applicable tax rates from 35% to 10%. However, if the investment is confined to securities, the provisions of Law 18.657 includes a number of requirements (e.g. the establishment of a Stock Corporation that manages it) that increase the expenses associated with the investment. This is due to the new tax regime applicable to securities held by a foreign investor explained in d) below, without a real benefit for investors due to the provisions of article 18 bis of Income Tax Law, outlined in d), below.

d) New tax regime provided by article 18 bis of Income Tax Law in relation to capital gains:

According to the Income Tax Law recently introduced by the Chilean congress, gains on sale of shares of public Stock Corporations, bonds of the Chilean Central Bank, Banco del Estado or any other company established in Chile are exempt from tax, under the provisions of the Chilean legislation regarding public offer of shares, or any SEC authorised regime. In this regard the Foreign Institutional Investor, such as the SICAV, must comply with the requirements set out in article 18 bis, as follows:

i) The investor must be established in a foreign country;

ii) The investor must be in a position to prove it is a Foreign Institutional Investor;

iii) The investor must not participate directly or indirectly in the control of more than a 10% of the property of the companies whose shares it owns;

iv) The investor should operate through a Chilean bank or stockbroker;

v) The investor should register itself in the register of the Chilean IRS.

Special tax regime applicable to the gain derived from the sale of shares:

e)

This regime is applicable to those investors that are

not subject to the provisions of law 18.657 or article 18 bis. Under this regime, provided that the seller is not a customary trader, the shares are held at least one year and they are not sold to a related party, gains from the sale of shares of a corporation are subject to a 15 percent First Category Tax. This is the only tax applicable (although the tax rate will be increased to 16% in 2002, 16.5% in 2003, and 17% in 2004 and onwards due to a recent tax amendment approved by the Chilean Congress as mentioned previously).

If the shares are held less than one year or the seller frequently engages in the sale of shares, the gain will be subject to full taxation, that is, to a 15% First Category Tax and to a 35% additional tax. A credit against the additional tax is also granted for the amounts paid as First Category Tax.

The Shareholders 1) Exchange regulations to be taken into

consideration The acquisition of shares when there has not been a public offer is subject to the exchange regulations determined by the Chilean Central Bank.

According to the provisions set forth in Chapter XI1 of the Summary Foreign Exchange Regulations of the Chilean Central Bank, any transfer of monies made abroad from a Chilean resident that involves amounts exceeding US $ 10,000, must be reported to it. The same rule applies to the acquisition of securities in a foreign country, as in this case.

For these purposes, the foreign currency through which the transaction is to take place must be obtained through the formal exchange market (which includes all banks, financial institutions and other entities authorised by the Central Bank). At the time the currency to undertake the transaction is purchased, the individual or entity that makes the acquisition must fill a form that the formal exchange market institution that partakes in the transaction will have for these purposes. This form contains information regarding the purchaser, the transaction itself, and the country in which the investment is going to be located, etc.

If the party that has made a foreign investment through the above procedures wants to change the location of the monies or the particular product in which they are invested at a later stage, the Chilean Central Bank must be informed using a similar procedure.

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2) Tax Considerations The acquisition of Shares in the SICAV is not subject to any kind of tax in Chile. However, gains derived from the possession of shares are considered in Chile as ordinary income and therefore subject to the First Category Tax at a rate of 15% (although the tax rate will increase as mentioned previously to 16% in 2002, 16.5% in 2003, and 17% in 2004 and onwards due to a recent tax amendment approved by the Chilean Congress). The gains are also charged with Surtax, with rates ranging from 0 to 45% (from 2002 and onwards, the maximum Surtax will reduce to 40%).

Important Information for Investors in Finland General For Shareholders resident in Finland, copies of the Articles, the current Prospectus, the simplified prospectus and the latest Annual Report and (Audited) Accounts and, if published subsequently, also the latest Semi-Annual Report and (Unaudited) Accounts of the SICAV are available at the registered office of the SICAV, 69 route d'Esch, L-1470 Luxembourg. The agreements and other documents mentioned in the Prospectus can also be inspected there.

The prices of the Funds will be published daily in the Mutual Fund List of the Helsinki Stock Exchange and the Taloussanomat I. The prices can also be requested at the registered office of the SICAV and are posted on the INVESCO internet site www. invescooff shore.com .

Taxation The SICAV The Directors intend to conduct the affairs of the SICAV so that it does not become resident in Finland for taxation purposes. Accordingly, and provided that the SICAV does not carry on a trade or business in Finland through a branch or agency, the SICAV will not be subject to Finnish income tax other than in respect of Finnish source income.

Any income derived from the SICAV to a Finnish Shareholder is taxable income in the hands of the investor. Distributed profits or gains realised on the sale of Shares in the SICAV is regarded as income of the Shareholder whether an individual or a corporation. However, if the distributed profits are considered dividend income for tax purposes, such income may be partially or totally exempt from tax.

According to the Income Tax Act, which is applied to individuals and companies taxed according to

the Income Tax Act (normally holding companies or companies for which trading is not on a large scale/active), taxable capital income includes any yield from property, capital gains and other income, which can be judged to be derived from wealth. However, if the distributed profits are considered dividend income for tax purposes, such income may be partially or totally exempt from tax. Any income received by corporations not falling within the aforementioned categories is regarded as taxable income according to the Business Income Tax Act. However, if the distributed profits are considered dividend income for tax purposes, such income may be partially tax exempt.

The capital income of individuals is currently taxed at a flat rate of 28%. The income tax rate of corporations is currently 26%, although some charity organisations are tax exempt.

If the profits distributed are considered dividend income in a source country and tax is withheld at source, Finland has normally credited such source tax even though the profits are not likely to be considered dividend income in Finland.

Finnish tax practice has not been totally consistent regarding conversion of shares in an investment fund. According to an advance ruling of the Central Tax Board, a conversion of shares in a Luxembourg SICAV from one class of share to another class of share within the same SICAV sub- fund is not a disposal which realises taxable capital gain. It was further stated in the advance ruling that a change from a fund share in one sub-fund to a fund share in another sub-fund of the same SICAV is not to be regarded as an event which could realise taxable capital gain (KVL 72/1999 of the Central Tax Board). However, in a more recent case, a conversion of the shares in a Finnish fund to shares in another fund managed by a same company was regarded as a taxable event (KHO 2000 T 862 of the Supreme Administrative Court).

Important Information for Investors in France General INVESCO France S.A. of 22 rue du Tremoille, 75008 Paris, France has been appointed as Representative in the Republic of France ("the French Representative") to the SICAV. The French Representative has also been appointed by the Global Distributor as its non-exclusive agent for the purpose of the distribution and promotion of the Shares in the Republic of France. Accordingly, applications for the issue, switching and redemption of Shares can be effected through the

6

French Representative and the prices of the Funds can be requested a t the office of the French Representative.

for Shareholders resident in the Republic of France, copies (in the French language) of the Articles, the current Prospectus and the latest Annual Report and Accounts and, if published subsequently, also the latest Semi-Annual Report and accounts of the SICAV are obtainable without charge at the office of the French Representative. The agreements and other documents mentioned in the Prospectus can also be inspected there.

Taxation Subject to their personal circumstances, Shareholders resident in France for taxation purposes will be liable to French income tax (including the additional social surtaxes currently charged on investment income) or French corporation tax in respect of distributions of income by the SICAV.

In addition, the attention of persons resident in France for tax purposes, other than “Cakes de retraite”(pensi0n Funds), which are not taxed on capital gains, is drawn to the fact that gains made on the sale or redemption of Shares in the SICAV will be taxable as capital gains and, furthermore, that such residents will be required to disclose to the French Tax Authorities any gains they make in converting from one Fund to another within the SICAV and that such gains will be taxable as capital gains on such conversion. Finally, corporate investors (other than life insurance companies) may be subject to tax each year on the latent gain resulting from the increase in value of the Shares in the SICAV.

It is unlikely that the French CFC regulations will apply. However, investors should determine their own position with regard to the application of these rules.

Important Information for Investors in Greece General INVESCO Funds (the ”Funds”) qualify as UCITS under the provisions of the European Communities (Undertakings for Collective Investment in Transferable Securities) Regulations, 1989, and fulfil the conditions which are set out in the Council Directives 85/61 1/EEC and 2001/108/EU and in the Greek laws 1969/1991 and 3283/2004, as amended.

Shares will be available in Greece in the form of registered shares (“Shares”) of the Funds, as described in detail in the relevant approved Prospectus.

The documents and information, that the Funds must publish in their home country will be published in the Greek language and will be notified to the Capital Markets Committee, in the same way as provided for in the home country, and in accordance with relevant Greek law 1969/1991.

Distribution of the Shares will take place at all branches of the approved distributors in Greece. These branches will be receiving applications from prospective investors, who will remit via the Distributors the value of the relevant Shares to the account of the respective Funds. The applications will be forwarded to the specific fund, which will issue the relevant Shares, in accordance with the terms of the Prospectus.

Applications for redemption of Shares or switch between classes of Shares will also be accepted by all branches of the Distributors and will be promptly forwarded to the respective managers of the Funds.

The Distributors as sales representatives of the Funds:

shall make available to investors on a daily basis the subscription and redemption prices for the various classes of Shares and shall arrange for their publication in the Press;

shall have at the disposal of investors Greek translations of the Funds’ Trust Deed and of their sub-Funds, their current Sales Prospectus with Appendices and the latest audited annual reports and (when available) the unaudited semi-annual reports; and

shall accept all kinds of applications and complaints by investors regarding the Shares and in general the investment in the Funds.

The Distributors, as sales representatives, shall comply with the terms and conditions provided for by Greek Legislation and the applicable regulatory acts of the Bank of Greece (Law 1969/91, Presidential Decree 96/1993 and Act no. 2302/94 of the Chairman of Bank of Greece).

All Shares sold in Greece shall be registered shares.

The investment in the Funds has no guaranteed return and past performance does not guarantee future performances.

Taxation The Manager intends to conduct the affairs of the Funds so that they do not become resident in

7

Greece for taxation purposes. Consequently, and provided that the Funds do not carry on a trade or business in Greece through a Greek permanent establishment, the Funds will not be liable to income tax in Greece.

Shareholders According to article 9 of Greek law 3091/2002, Government Gazette A 330124.1 2.2002, the foreseen tax relief for income distributed by mutual funds of Greek laws 1969/1991 and 277811999, as well as for the profits from the redemption of shares of such funds a t a price higher than the subscription price, shall also cover all income (redemption profits - distributions) from foreign mutual funds incorporated in EU member states. Consequently, Shareholders shall incur no tax obligation for their income deriving from the Shares of the Funds by way of distributions and redemption profits.

Important Information for Residents of Hong Kong General The SICAV has been authorised by the Securities and Futures Commission in Hong Kong, but in giving such authorisation the Securities and Futures Commission does not take any responsibility for the financial soundness of the SICAV or the accuracy of any statement made or opinion expressed in the Prospectus and does not imply that investment in Shares in any Fund is officially recommended by the Securities and Futures Commission.

For so long as the SICAV is authorised by the SFC in Hong Kong, distribution of this Prospectus in Hong Kong shall only be made if accompanied by the SICAV's most recent audited annual report and subsequent half-yearly report (if issued).

Redemptions For so long as the SICAV is authorised by the SFC in Hong Kong, redemption payments should in no circumstances be paid more than one month after receipt of correct renunciation documentation.

Taxation The SICA V The SICAV is authorised with the SFC under Section 104 of the Securities and Futures Ordinance (Cap. 571) and hence is exempt from tax in Hong Kong on all investment income earned by it.

For so long as each Fund maintains its authorisation with the SFC under Section 104 of the Hong Kong Securities and Futures Ordinance (Cap. 571) that Fund will not pay tax on profits

arising in or derived from Hong Kong which are received or accrued by way of (i) gains or profits of that Fund arising from the sale or other disposal of or redemption on maturity or presentiment of Shares or securities; or (ii) gains or profits of that Fund under a foreign exchange contract or futures contract; or (iii) interest.

Shareholders Dividends are not taxable in Hong Kong (whether by way of withholding or otherwise) under current legislation and practice. Accordingly, distributions from the Funds will not be subject to tax in Hong Kong.

There is no tax in Hong Kong on capital gains from the sale or other disposal by an investor of Shares. However, in the case of certain investors (principally dealers in securities, financial institutions and insurance companies carrying on business in Hong Kong), such gains may be considered to be part of the investor's normal business profits and in such circumstances will be subject to Hong Kong profits tax.

There will be no stamp duty payable in Hong Kong on the issue of registered Shares in the Funds outside Hong Kong as well as on redemption or transfer of existing Shares since the Share register of the SICAV is maintained outside Hong Kong.

Similarly, there will also be no estate duty payable in Hong Kong as the Share register for the Funds is maintained outside Hong Kong.

Important Information for Investors in Italy General The SICAV has appointed various sub-distributors (collectively "the Italian Sub-Distributors") as non- exclusive agents for the purpose of the distribution and promotion of the Shares of the SlCAV in Italy. Accordingly, applications for the issue, switching and redemption of Shares can be effected through the Italian Sub-Distributors. The list of the Italian Sub-Distributors is available through the Paying Agents and the relative bank branches and at the premises of the same Sub- Distributors.

Investors in Italy may subscribe for the Shares under investment plan arrangements under terms and conditions agreed by the SICAV with the Italian Sub-Distributors and disclosed in the Subscription Form for Italy.

Banca Popolare di Bergamo of Via Moscova nr. 33, 20100 Milano, Italy and CITCO Bank

8

Nederland N.V., Italian Branch, Strada 1, Palazzo F5, 20090 Assago-Milano, Italy and lntesa BCI, Piazza Paolo Ferrari I O , 20121 Milano, Italy have each been appointed by the SICAV as, and have each assumed the function of, entity in charge of payments in Italy ("the Paying Agent") to the SICAV. Other Paying Agents may be appointed from time to time. Each Paying Agent will perform brokerage duties, such as receiving and effecting payments related to the subscription and redemption of Shares of the SICAV by investors resident in Italy, and other duties related to the participation in the SICAV by Shareholders resident in Italy in compliance with the rules of the Bank of Italy and the rules of CONSOB.

Investors resident in Italy should note that additional charges may be applicable to them in connection with transactions in shares of the SICAV that require the intermediation of the Paying Agents. Please refer to the Subscription Form for Italy for details on applicable Paying Agency Fees.

For Shareholders resident in Italy, copies (in the Italian language) of the Articles, the current Prospectus and the latest Annual Report and (Audited) Accounts and, if published subsequently, also the latest Semi-Annual Report and (Unaudited) Accounts) of the SICAV are made available pursuant to the rules of the Bank of Italy and the rules of CONSOB..

The prices of the Funds will be published in II Sole 24 Ore and can also be requested a t the offices of the Italian Sub-Distributors, the Paying Agents and from INVESCO Asset Management S.A. - Italian branch, , Via Cordusio, n. 2, 20123 Milano, Italy.

Taxation The SlCAV The Manager intends to conduct the affairs of the SICAV so that it does not become resident in Italy for taxation purposes. Accordingly, and provided that the SICAV does not carry on a trade activity in Italy through a permanent establishment located therein, the SICAV will be subject to Italian income tax only in respect of Italian source income or income considered to originate in Italy.

shareholders The following relates only to Shareholders resident in Italy for tax purposes and provided that the SICAV qualifies as an UCITS under the Council Directive no. 85/61 1/EEC of 20th December 1985.

1. Individual investors:

Any disposal or redemption of the Shares or any periodical distribution of dividends is a taxable event and the relevant tax treatment may vary depending on whether or not the Shares in the SICAV are held in connection with a business activity.

(a) Individual investors holding the Shares other than in connection with a business activity

Proceeds arising from the disposal, redemption or distribution of dividends in the hands of individual investors holding the Shares in the SICAV other than in connection with a business activity, qualify as income from capital and taxation applies as follows:

- Pursuant to art. 10-ter of Law 77 of 23 March 1983, as amended by art. 8.5 of D.Lgs. 461197, a 12.5% withholding tax must be applied to proceeds earned in Italy deriving from KITS whose units or shares have been placed in Italy in accordance with art. 42 of D.Lgs. 58/98. The Italian resident intermediary responsible for the payment of the proceeds themselves, or the redemption or trading of units, is also responsible for the application of this withholding tax on the distributed proceeds in a situation of ongoing participation in the UCITS. The withholding tax is calculated on the difference between the redemption or transfer value of the Shares and their weighted average subscription or purchase value.

if an Italian authorised intermediary is in charge of paying the dividends or the redemption or the disposal of the Shares, taxation applies by way of definitive withholding tax levied at a rate of 12.5% by the intermediary a t the moment of collection;

if no Italian authorised intermediary is in charge of paying the dividend or the redemption or the disposal of the Shares, the dividends and the proceeds have to be disclosed in the annual income tax return of the investor and are subject to separate taxation at a rate of 12.5% pursuant to art. 16-bis of Presidential Decree no. 91 7186.

-

-

9

Taxation also applies on any capital gains arising from the purchase or disposal of the Shares at prices other than those shown in the financial statements of the SICAV at the date of purchase or disposal.

Starting from 1 July 1998, individual investors can choose between two alternative tax regimes in respect of financial investments not connected to a business activity: the Managed savings regime (the so called “Regime del risparmio gestito”) applying to income from capital and capital gains and the Administered savings regime (the so called “Regime del risparmio amministrato”) applying to capital gains only. As a general rule, these tax regimes are applied by an authorised intermediary appointed by the investors.

If the proceeds arising from the disposal or the redemption of the Shares or from dividend distributions are taxed in accordance with the Managed savings regime, no withholding tax is applied and the dividends form part of the yearly net result of the managed portfolio subject to substitute tax levied by the intermediary at a rate of 12.5%. In the alternative the Administered savings regime does not operate in respect of income from capital and proceeds arising from the redemption or the disposal are considered as income from capital and the tax treatment is the same as described above.

(a) Individual investors holding the Shares in connection with a business activity.

The proceeds arising from the disposal or the redemption of the Shares and from dividend distributions to individual investors holding the Shares in connection with a business activity, have to be disclosed in the income tax return and are included in business income subject to the ordinary taxation rates for sole entrepreneurs (IRPEF at gradual rates by bracket of income from 19% up to 46%).

If an Italian intermediary is in charge of the payment of the dividends, withholding tax a t a rate of 12.5% is levied on account of total tax liability.

2. Corporate and commercial entities

The proceeds arising from the disposal or the redemption of the Shares and from dividend distributions to corporate investors or to commercial entities have to be disclosed in the income tax return and are included in business income subject to ordinary taxation.

If an Italian intermediary is in charge of the payment of the dividends, withholding tax at a rate of 12.5% is levied on account of total tax liability.

Donation Tax and Inheritance Tax In the case of donation involving shares in the SICAV, gift tax does not apply as it has been abolished pursuant to art. 13 of Law 18 October 2001, n. 383. Under certain conditions, registration tax due in case of transfer of the shares for a consideration may apply.

If the shares are received by inheritance, inheritance tax does not apply as it has been abolished pursuant to art. 13 of Law 18 October 2001, n. 383.

Important Information for Investors in The Netherlands General In accordance with the Act on the Supervision of (Collective) Investment Institutions (Wet toezicht beleggingsinstellingen) the SlCAV has been registered with the Netherlands Authority for the Financial Markets (Autoriteit Financiele Markten).

The Representative of the SICAV in the Netherlands is:

I

lnvesco Asset Management SA J.C. Geesinkweg 999 1096 AZ Amsterdam

Shares in the Netherlands are (non-exclusively) distributed through the Dutch Sub-Distributor of the SICAV in the Netherlands:

INVESCO Europe Limited Concertgebouwplein 15 1071 LL Amsterdam

Applications for the issue, switching and redemption of Shares can be effected through the Dutch Sub-Distributor and the prices of the Funds can be requested at the offices of the Dutch Representative and the Dutch Sub-Distributor.

Shareholders resident in The Netherlands may obtain the Prospectus, the Articles and the latest Annual Report and (Audited) Accounts and, if published subsequently, also the latest Semi- Annual Report and (Unaudited) Accounts of the SlCAV free of charge at the offices of the Dutch Sub-Distributor. The agreements and other documents mentioned in the Prospectus can also be inspected there.

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Taxation The SKAV The Directors intend to conduct the affairs of the SICAV so that it does not become resident in The Netherlands for taxation purposes. Accordingly and provided that the SICAV does not carry on a trade or business in The Netherlands (through a Netherlands branch or agency), the SICAV will not be subject to Dutch corporate income tax other than in respect of Dutch source income.

Shareholders In general, Dutch resident taxpayers are liable to income tax on their worldwide income.

Dutch individual investors are subject to personal income tax on income from either:

- Living and working (box I) if the shares in the SICAV are attributable to the shareholders’ business or if the shareholder performs activities, which go beyond passive investment. Distributions received from the SICAV and capital gains realised on the alienation of the shares in the SICAV are then subject to income tax at a progressive rate of max. 52%, or;

- A substantial interest (box II) if a shareholder in general holds 5% or more of the Shares in the SICAV. Distributions received from the SICAV and capital gains realised on the alienation of the shares in the SICAV are then subject to income tax at a flat rate of 25%. or:

- Savings and passive investments (box Ill) if the shares in the SICAV are held as a passive investment. A deemed income of 4% from the investment in the SICAV is subject to 30% income tax (the 4% is calculated over the average net capital Le., average of assets less qualifying liabilities as per 1 January and as per 31 December, minus a tax-free threshold, which amount depends on the investor’s personal situation).

Dutch corporate investors are in principle subject to 34.5% corporate income tax (29% over the first €22,689) for the year 2004 on dividend distributions received from the SICAV with the exception of and to the extent of so-called purchased dividends (dividends paid out of retained earnings present at the time the shares were acquired). Capital gains realised on the alienation of the shares in the SICAV are also subject to Dutch corporate income tax. The Dutch participation exemption is in principle not

applicable on the shareholding in the SICAV. The Dutch corporate income tax rate will be lowered in three steps to 30% in 2007 (to 25% over the first E22.689). As per 1 January 2005 the rate will be 31.5% (27% over the first E22,SSS).

There is no Dutch transfer tax, dividend withholding tax and/or capital duty payable on the issue, redemption or transfer of Shares in the SICAV.

The above mentioned is intended as a general overview and cannot be deemed as a tax advice. Investors should seek their own professional advice in respect of the tax consequences before investing in the SICAV. The overview is based on the current tax law and jurisprudence which is in place at the date of this Prospectus, with the exception of legislation established with retroactive effect.

Important Information for Investors in Norway General ACTA Sundal Collier ASA and Sundal Collier Forvaltning ASA of Bsrehaugen 1, 4006 Stavanger, Norway (“the Norwegian Sub- Distributors”) have been appointed as non- exclusive agent for the purpose of the distribution and promotion of the Shares of the SICAV in Norway.

For Shareholders resident in Norway, copies (in the Norwegian language) of the Articles, the current Prospectus and the latest Annual Report and (Audited) Accounts and, if published subsequently, also the latest Semi-Annual Report and (Unaudited) Accounts of the SICAV are obtainable free of charge at the offices of the Norwegian Sub-Distributors. The agreements and other documents mentioned in the Prospectus can also be inspected there.

The prices of the Funds will be published in the Aftenposten, the Dagens Naeringsliv and the Finansavisen and can also be requested at the offices of the Norwegian Sub-Distributors.

Taxation The SICAV The Manager intends to conduct the affairs of the SICAV so that it does not become taxable in Norway other than in respect of Norwegian source income.

As a principal rule, a foreign securities fund is not liable to tax in Noway. However, a foreign registered limited liability company may be deemed to be a tax resident of Norway when the

11

effective management of the company takes place in Norway, or it undertakes any business activity in Norway. Under certain circumstances marketing activities may cause a SICAV to be deemed to have a permanent establishment in Norway, which may lead to taxation.

The fact that a foreign security fund is not liable to tax in Norway means that there is no obligation to register a fund for tax purposes in Norway. Neither is a tax representative required in this case.

Shareholders All distributions received from the SICAV are taxable. Any gains derived from a sale or redemption of the Shares are treated as taxable capital gains, whereas a loss is deductible against other ordinary income. Costs incurred in relation to the purchase and/or sale of the Shares are deductible in the year when the Shares are disposed of.

It is important to note that if Shares in one Fund are switched into Shares in another Fund within the SICAV, this will be treated as a sale and a repurchase for tax purposes.

There is no Norwegian stamp duty or other transfer taxes payable on the issue, redemption or transfer of Shares. The Shareholder is liable to Norwegian net wealth tax on the market value of his Shares at each year-end.

The SICAV has been registered a t the Norwegian Banking Insurance and Securities Commission (Kredittilsynet) as is required for the Funds to be available in Norway. The SICAV Funds will not be undertaking any business activities in Norway, apart from the marketing of these funds.

Norwegian Shareholders of a Luxembourg SICAV are subject to CFC taxation if the other conditions under the CFC legislation (''NOKUS") are fulfilled. A condition for Norwegian CFC legislation is that at least 50% of the foreign company's shares (the SlCAV fund) or capital must be held or controlled, directly or indirectly, by Norwegian taxpayers at the beginning and at the end of the income year. This means that to be subject to NOKUS taxation, these ownership criteria must be held over two consecutive year-ends. This is also the case for cessation of NOKUS taxation. If the total Norwegian shareholding is higher than 60% at the end of the income year, the shareholders will be subject to NOKUS taxation irrespective of position a t the beginning of the year. Correspondingly, if the shareholding is less than

40% a t the end of the income year, no NOKUS taxation will take place.

Important Information for Investors in Portugal Taxation The Directors intend to conduct the affairs of the SICAV so that it does not become resident in Portugal for taxation purposes. Accordingly, and provided that the SICAV does not carry on a trade in Portugal through a permanent establishment or a permanent representative situated therein, the SICAV will not be subject to Portuguese income tax other than in respect of Portuguese source income and other Portuguese related income.

The following regime only applies in relation to shares marketed trough the Portuguese permanent establishment of a distributor appointed by the Global Distributor.

Any yield derived from the Shares obtained by investors resident in Portugal, including dividends, interest and capital gains will be subject to taxation in Portugal according to legislation in force in each moment. The rates and the moment that the tax will be due will vary according to the individual circumstances of each investor. It is advisable that every individual seeks professional independent tax advise before taking its investment decision.

Important Information for Investors in The Republic of Ireland General In accordance with Article 90 of the European Community (Undertakings for Collective Investment in Transferable Securities) Regulations 1989 in the Republic of Ireland, the following documents and services are available at the offices of the Global Distributor:-

the latest version of the Articles, the most recent Prospectus and the most recently prepared and published Annual and Semi- Annual Reports (all in the English language) may be inspected and copies obtained free of charge;

Shareholders in the SICAV may present their redemption requests incorporating any payment instruction which would be transmitted to the office of the Global Distributor or to the Registered Office of the SICAV for processing;

payments in respect of redemptions may be collected after processing if so desired; and

any Shareholder, who has a complaint to make about the operation of the SICAV, can

12

submit his complaint in writing for transmission to the Registered Office of the SICAV or to the office of the Global Distributor.

Taxation The S l a v The Directors intend to conduct the affairs of the SICAV so that it does not become resident in Ireland for taxation purposes. Accordingly, provided the SICAV does not exercise a trade within Ireland or carry on a trade in Ireland through a branch or agency, the SICAV will not be subject to Irish income tax other than on certain Irish source income.

shareholders Subject to personal circumstances, Shareholders resident in Ireland for taxation purposes will be liable to Irish income tax or corporation tax in respect of any income distributions of the SICAV, whether distributed or reinvested in new shares.

The attention of individuals ordinarily resident in Ireland for tax purposes is drawn to Chapter 1 of Part 33 of the Taxes Consolidation Act 1997 (as amended), which may render them liable to income tax in respect of undistributed income or profits of the SICAV. These provisions are aimed at preventing the avoidance of income tax by individuals through a transaction resulting in the transfer of assets or income to persons (including companies) resident or domiciled abroad and may render them liable to income or corporation tax in respect of undistributed income or profits of the SICAV on an annual basis.

The attention of persons resident or ordinarily resident in Ireland (and who, if they are individuals, are domiciled in Ireland) is drawn to the fact that the provisions of Chapter 4 (Section 590) of Part 19 of the Taxes Consolidation Act, 1997 (as amended) could be material to any person who holds 5% or more of the Shares in the SICAV if, at the same time, the SICAV is controlled in such a manner as to render it a company that would, were it to have been resident in Ireland, be a "close" company for Irish taxation purposes. These provisions could, if applied, result in a person being treated, for the purposes of the Irish taxation of chargeable gains, as if part of any gain accruing to the SICAV (such as on a disposal of its investments that constitute a chargeable gain for those purposes) had accrued to that person directly; that part being equal to the proportion of the assets of the SICAV to which that person would be entitled to on the winding up of the SICAV at the time when the chargeable gain accrued to the SICAV.

Chapter 2 (Section 745) of Part 27 of the Taxes Consolidation Act, 1997 (as amended) provides that if an investor resident or ordinarily resident in Ireland for taxation purposes holds a "material interest" in an offshore fund, then, unless the fund obtains certification as a "distributing Fund" for each accounting period of the fund in which the investor holds that interest, any gain (calculated without the benefit of indexation relief) accruing to the investor upon the sale or on the disposal of the interest will be charged to tax as income and not as a capital gain. The shares in the SICAV will constitute a "material interest" in an offshore fund for the purposes of Section 745 of the Taxes Consolidation Act, 1997 (as amended). It is not the intention of the Directors to seek certification as a "distributing fund" from the Irish tax authorities.

The Finance Act 2001 recently reduced the tax payable in respect of investment in investment funds located in certain jurisdictions, including other EU countries, the other European Economic Area countries and OECD countries with which Ireland has a Double-Taxation Treaty, provided the fund meets certain disclosure requirements. Where an Irish resident receives the Fund proceeds of such foreign investment products on or after 1 January 2001, the same tax rate will apply to such proceeds as will apply where an Irish resident invests in an Irish investment fund. In the case of capital gains the capital gains tax rate is currently 23%, while income from such funds is taxed at 20%.

For the purposes of Irish taxation a conversion of Shares in the SICAV from Share class to another Share class will not constitute a disposal. The replacement Shares shall be treated as if they had been acquired at the same time for the same amount as the holding of Shares to which they relate. There are special rules relating to situations where additional consideration is paid in respect of the conversion of Shares, or if a Shareholder receives consideration other than the replacement Shares. Special rules may also apply if a Fund operates equalisation arrangements.

Attention is drawn to the fact that the above rules may not be relevant to particular types of Shareholders (such as financial institutions), which may be subject to special rules. Investors should seek their own professional advice as to the tax consequences before investing in shares in the SICAV. Taxation law and practice, and the levels of taxation may change from time to time.

13

Important Information for Investors in South Africa As at 31 October 2005, the following Funds were approved by the Financial Services Board of South Africa for marketing to the public in South Africa:

INVESCO Emerging Markets Select Equity Fund INVESCO US Growth Equity Fund INVESCO US Structured Equity fund INVESCO US Small Cap Equity Fund INVESCO Pan European Equity Fund INVESCO Pan European Small Cap Equity Fund INVESCO Nippon Select Equity Fund INVESCO Nippon SmaWMid Cap Equity Fund INVESCO Asia Enterprise Fund INVESCO Greater China Equity Fund INVESCO Global Leisure Fund INVESCO USD Reserve Fund INVESCO Euro Reserve fund INVESCO Pan European Structured Equity Fund INVESCO Global Value Equity Fund INVESCO Energy Fund

All other Funds listed in Appendices A and B to this Prospectus have not been approved by the Financial Services Board and are not available for marketing to the public in South Africa.

Offshore funds are generally medium to long term investments. The value of units may go down as well as up and past performance is not necessarily a guide to the future.

Fluctuations or movements in exchange rates may cause the value of underlying international investments to go down or up. Offshore funds are traded at ruling prices (that is, net asset value per share) and can engage in borrowing and scrip lending, Scrip lending refers to stock lending.

A schedule of fees and charges and maximum commissions is available on request from the Manager. Commission and incentives may be paid and if so, are included in the overall costs. INVESCO prices its funds on a forward basis and calculates the price daily. INVESCO Asset Management Limited is an associate member of the Association of Collective Investments of South Africa.

Funds which are registered with the Financial Services Board of South Africa are subject to the investment restrictions as set out in the Prospectus and will not for so long as they remain so registered borrow money other than for purposes of the redemption of Shares, borrow an amount of money that exceeds 10% (ten per cent) of the Net Asset Value of the Fund, utilise over-the-counter derivative transactions or allow

uncovered exposures as part of its investment strategy, utilise gearing (leveraging) as part of its investment strategy, and if such Fund invests in interest-bearing instruments, at least 90% (ninety per cent) of such interest-bearing instruments shall have an investment grade credit rating from Moody's Investors Services Limited or Standard and Poor's or Fitch Ratings Limited.

Taxation The SICAV The Manager intends to conduct the affairs of the SICAV so that it does not become resident in South Africa for taxation purposes. Accordingly, and provided that the SICAV is not effectively managed in South Africa and does not carry on a trade activity in South Africa through a permanent establishment located therein, the SICAV will be subject to South African income tax only in respect of South African source income or income considered to originate in South Africa. The South African Revenue Services ("SARS") views the place where the executive directors and the management of a fund carries out the day-to- day management functions of a fund as the place from which it is effectively managed.

Where the effective management of the SICAV is conducted outside South Africa, the SICAV will not be a South African resident. However, section 9D of the Income Tax Act 58 of 1962 should be considered. This section stipulates that the SICAV will be regarded as a controlled foreign company ("CFC") if South African residents, individually or jointly, directly or indirectly hold more than 50% of the 'participation rights', namely, the right to participate directly or indirectly in the capital, share premium or profits of, or any other distribution or allocation made by, the entity.

Unless one of the exemptions applies, an amount equal to the net income of the SICAV will be imputed to its South African resident Shareholders who, together with their connected parties, hold 10% or more of the participation rights of the SICAV. The net income will be imputed proportionally in accordance with their percentage shareholding.

Shareholders Shareholders who are South African residents (other than retirement funds) will be subject to South African income tax on any distribution made to such Shareholder. In the absence of (or even in addition to) such distributions, sections 9D and 9E of the Income Tax Act may still include a proportional amount of the net income (as defined in the Act) of the SICAV in the taxable

14

income of the Shareholder. These provisions, however, only apply to a South African resident who (together with any connected person in relation to such resident) holds 10 per cent or more of the Shares in the SICAV.

Where Shares are redeemed, so much of the redemption proceeds which exceeds the par value of the Shares will be regarded as a foreign dividend. However, the portion of the redemption proceeds, funded from initial share premium (not reserves capitalised to share premium), will not be regarded as a foreign dividend.

Any amount derived from the disposal of a Share, to the extent that the SICAV has undistributed profits available for distribution, will be regarded as a foreign dividend. However, a disposal of a Share will not be regarded as a deemed foreign dividend if:

the person disposing of the Share at no time

capital of the SICAV; I held 10% or more of the total equity share

the Share has been disposed of to a RSA resident, who will hold a t least 10% of the equity share capital of the SICAV after disposal;

the proceeds of the disposal have otherwise been included in taxable income (Le. in terms of controlled foreign entity rules); or

the proceeds of the disposal have been taken into account for capital gains tax purposes.

Foreign Dividends An exemption relating to foreign dividends was introduced with effect from 1 June 2004, applicable in respect of dividends received during any year of assessment commencing on or after 1 June 2004.

The following foreign dividends will be exempt:

if they are distributed from profits which are taxed in SA, not being exempt income or income taxed a t a lower rate;

if they are distributed from dividends declared by a resident company;

dividends declared by a listed company to residents who collectively hold 10% of share capital;

dividends declared by a CFC;

dividends distributed to a person (in the case of a company, together with any other

company in the same group) who holds more than 25% of the share capital in the declaring company, provided that the dividend is not part of an anti-avoidance transaction.

Retirement funds Retirement funds are exempt from income tax in South Africa. However, South African registered retirement funds are subject to tax a t 25% on income received in the form of interest, rental and foreign dividends under the terms of the Tax on Retirement Funds Act, 38 of 1996.

Shareholders who are South African registered retirement funds will therefore be subject to tax on retirement funds on any distribution made by a foreign company.

Capital gains tax ('CGT") The redemption or sale of Shares will attract CGT to the extent that it does not constitute a foreign dividend. Shareholders who are South African residents will be subject to CGT on the disposal of their assets held worldwide. Non-residents will only be taxed on specific assets held in South Africa.

Retirement Funds are not subject to CGT.

Donation tax When donating their Shares, Shareholders who are South African residents will be subject to South African donation tax. Such Shareholders will a t death also be subject to South African estate duty in respect of their Shares. Both these taxes are charged a t a flat rate of 20 per cent on the taxable amount.

Important Information for Investors in Spain Taxation The SlCAV The Manager intends to conduct the affairs of the SICAV so that it does not become resident in Spain for taxation purposes. Accordingly, and provided that the SICAV does not carry on a trade in Spain through a permanent establishment located therein, the SICAV will be subject to Spanish income tax only in respect of Spanish source income or income considered to originate in Spain.

Shareholders Any yield derived from the Shares obtained by investors resident in Spain, including dividends, coupons and capital gains, will be subject to taxation in Spain according to the legal and statutory provisions currently in force.

According to the current regulations, the exchange of shares is considered a redemption of 15

shares plus a subscription, in such a way that the amounts deriving from the reimbursement will be subject to a withholding on account on the possible capital gain. Therefore, the subscription will be made for the net amount, once the corresponding withholding or payment on account has been made.

Under current regulations, the withholding or payment on account on the redemption of the shares shall be made by:

a) The Spanish institution that has been appointed to distribute the participations.

b) In the event that the above-mentioned institution is not obliged to make the withholding, the Spanish investor will be obliged to pay the amount of the withholding to the Treasury.

Spanish investors are advised to get information about the tax rules and exchange control legislation which is applicable to them having regard to their personal circumstances relating to investment in foreign UCITS.

Important Information for Investors in Sweden General The prices of the Funds will be published in Sweden through the Fondbolagens FBrenings Service AB (The Swedish Mutual Funds Association).

Taxation The SlCA V The Directors intend to conduct the affairs of the SICAV so that it does not become resident in Sweden for taxation purposes. Accordingly, and provided that the SICAV does not carry on a trade or business in Sweden through a Swedish permanent establishment or a permanent representative situated therein, the SICAV will be subject to Swedish income tax only in respect of certain Swedish source income.

Shareholders The information below is based on the assumption that the SICAV is established in accordance with the UCITS directive and is considered to be a foreign investment fund (Sw ut/Sn;ndsk inwesteringsfond) for Swedish tax purposes. Further, it is assumed that the Shares in SICAV are regularly traded and quoted. Swedish investors are advised to get information about the tax rules which are applicable to them having regard to their personal circumstances relating to investments in foreign funds.

Swedish resident Shareholders will be liable to income tax on distributions deemed to be dividends received, regardless of whether the distributions are actually received or have been reinvested. The income tax rate on individuals is 30%, whilst corporations will be taxed at a rate of 28%. Foreign withholding tax will in general be creditable.

If Shares are sold (including switches of Shares) or redeemed the Swedish Shareholders will be liable to income tax on the capital gain realised in the same way as if Shares in Sweden are sold. The capital gain is computed as the sales price less the average purchase value of Shares of the same type. Alternatively, 20% of the sales price may be used as a purchase value. The tax rates mentioned above apply to the capital gain and foreign tax is generally creditable.

For individuals, a capital loss may be fully set off against capital gains on shares and other listed securities that are taxed as shares. 70% of a loss in excess of such gain will be deductible from other income of capital. If a net loss should arise in the capital income category in a given year, such excess net loss may reduce the tax on income from employment and business operations as well as real estate tax. The tax reduction is granted at 30% of the net loss that does not exceed SEK 100,000 and at 2 1 % for any remaining part. Excess net loss not absorbed by these tax reductions cannot be carried forward to future tax years.

A capital loss on shares incurred by a corporate shareholder may be set off against capital gains on shares and other securities taxed a5 shares. Capital losses which have not been utilized in a certain year, may be carried forward and be set off against eligible capital gains in future years without limitation in time,

Any currency gain will be taxable at the rates mentioned above and currency losses will be deductible for tax purposes as set out above. The currency effect will be calculated together with the gain or loss in relation to the Share itself, using the exchange rates applicable at the dates of purchase and disposalhedemption.

It should be noted that special tax rules may apply for certain categories of taxpayers subject to special tax regimes.

Wealth tax A Swedish resident individual Shareholder will be subject to wealth tax at a rate of 1.5% if the total

16

assets of that Shareholder together with the holdings of his spouse and children living a t home exceed SEK 3,000,000 (for 2006). The wealth tax threshold is reduced to SEK 1,500,000 (for 2006) if the individual is single. The value of the Shares in the SICAV for wealth tax purposes is 80% of the listed value at the end of the calendar year.

Important Information for Investors in Switzerland Taxation The SICAV The Directors intend to conduct the affairs of the SICAV so that it does not become resident in Switzerland for taxation purposes. Accordingly, and provided that the SICAV is not considered as effectively managed or controlled in Switzerland and provided the custodian is a foreign resident bank, the SICAV will not be subject to Swiss taxes other than in respect of Swiss source income.

Shareholders The taxation position of Swiss individual and corporate Shareholders is as set out below.

individual shareholder: Swiss individual Shareholders are subject to taxation on distributions and on net income retained by the SICAV (“deemed distributions”). For tax purposes the annual retained income will be deemed to have accrued to Swiss Shareholders a t the end of each accounting year of a SICAV proportionally to their shareholding a t that date. However, capital gains realised by the SICAV, which are reinvested or which are distributed separately from the other income, are not subject to income tax.

In case of sales or redemption of shares, the gain (or loss) will not be subject to income tax.

It should be noted that in certain special situations, when the transactions in securities carried out by an individual are considered as exceeding the nature of an ordinary administration of his private property, he can be considered as a professional investor. In such a case, all the profit derived from the SICAV, including the capital gains is subject to income taxes as ordinary income.

The principle of taxation of “deemed distributions” has not been adopted by certain cantons (Zurich and Bern especially) for cantonal tax purposes. In those cantons, the taxation of Swiss individual shareholders follows a different pattern. There is no taxable income as long as the SlCAV reinvests its profit. Capital gains realised on the sale of the Shares are tax-exempt. However,

the gain realised on the redemption of Shares, being the difference between the redemption price and the nominal value of the Shares is treated as taxable ordinary income.

Corporate shareholder: For Swiss corporate investors, the tax treatment of the investment is linked to the accounting treatment. On the basis that the Shares are quoted on the Luxembourg stock-exchange, the book value can be set a t the average quotation rate during the month preceding the end of the financial year. A revaluation of the Shares, above the cost of acquisition, is thus possible, but will generate a taxable income.

Income (capital gain or other income) distributed by the SICAV is booked in the profit and loss account of the recipient and is subject to profit tax. In the same way, the gain derived from the sale or redemption of the shares is subject to profit tax (while losses are tax deductible).

Wealth tax On the basis that the Shares are quoted, Swiss individual Shareholders are subject to wealth tax on the market value of the Shares a t the end of the tax period concerned.

Stamp duty When subscribing, buying or selling Shares (as well as switching the type of Shares representing the different classes within the umbrella fund), the investor will have to pay a stamp tax if a Swiss securities dealer (e.9. usually the Swiss representative of the SICAV) is involved in the transactions. The tax charge to be borne by the investor is usually 0.15%. There is no stamp duty on Shares which are cashed in on a redemption.

Important Information for Investors in The United Kingdom General This Prospectus constitutes a financial promotion for the purposes of Section 21 of the Financial Services and Markets Act 2000 and has been approved by INVESCO Global Investment Funds Limited, regulated by the Financial Services Authority (FSA). I t can be made freely available to residents of the United Kingdom.

The SICAV is registered in Luxembourg where there is no scheme for compensation of investors and U.K. investors are advised that they will not be covered by the compensation scheme available under the Financial Services and Markets Act 2000 in the United Kingdom.

17

U.K. investors are advised that no cancellation rights are available to investors in the SICAV and accordingly applications for Shares will, upon the receipt and acceptance of an Application Form, be binding upon investors.

Investors resident in the United Kingdom for tax purposes should recognise that the current policy of the SICAV is that it will not seek "Distributor Status" and therefore, according to legislation in force at the time of printing, any capital growth realised on their investment will be taxed as income.

Pursuant to the Financial Services (Recognised Schemes' Facilities in the United Kingdom) Regulations 1988, the SICAV maintains facilities in the United Kingdom at the offices of INVESCO Global Investment Funds Limited, 11 Devonshire Square, London ECZM 4YR England whereby:-

the latest version of the Articles, the most recent Prospectus and the most recently prepared and published Annual Report and (Audited) Accounts and Semi-Annual Report and (Unaudited) Accounts may be inspected free of charge and copies of them obtained;

Shareholders in the SICAV may present their redemption requests incorporating any payment instructions which would be transmitted to the office of the Global Distributor or to the Registered Office of the SICAV for processing;

payments in respect of redemptions may be collected after processing if so desired;

information can be obtained orally and in writing about the most recently published net asset values of the Shares; and

any Shareholder, who has a complaint to make about the operation of the SICAV, can submit his complaint in writing for transmission to the Registered Office of the SICAV or to the office of the Global Distributor.

Taxation The SlCAV The Directors intend to conduct the affairs of the SICAV so that it does not become resident in the UK for taxation purposes. Accordingly, provided the SICAV does not exercise a trade within the UK or carry on a trade in the UK through a branch or agency, the SICAV will not be subject to UK income tax other than on certain UK source income.

It is not expected that the activities of the SICAV will be regarded as trading activities for the purposes of UK taxation. However, to the extent that the trading activities are carried on in the UK they may in principle be liable to UK tax. The profit from such trading activities will not, based on the UK Finance Act, 1995, be assessed to UK tax provided that the SICAV and the Investment Adviser meet certain conditions. The Directors and the Manager intend to conduct the respective affairs of the SICAV and the Manager so that all the conditions are satisfied, so far as those conditions are within their respective control. Certain income received by the SICAV, which has a UK source, may be subject to withholding taxes in the UK.

Shareholders The position for Shareholders is outlined below. However, this is based on the understanding that the Inland Revenue will treat the Funds as sub- Funds of a single entity for UK tax purposes, which may not strictly be the legal position in the UK.

Subject to personal circumstances, Shareholders resident in the UK for taxation purposes will be liable to UK income tax or corporation tax in respect of any income distributions of the SICAV. As noted below however it is not proposed that the SICAV will seek certification as a distributing Fund for the purposes of UK taxation and accordingly it is not expected that significant distributions of income will be made.

The attention of individuals ordinarily resident in the UK for tax purposes is drawn to Chapter Ill (Sections 739 and 740) of Part XVll of the Income and Corporation Taxes Act 1988 ("the Taxes Act"), which may render them liable to income tax in respect of undistributed income or profits of the SICAV. These provisions are aimed at preventing the avoidance of income tax by individuals through a transaction resulting in the transfer of assets or income to persons (including companies) resident or domiciled abroad and may render them liable to income or corporation tax in respect of undistributed income or profits of the SICAV on an annual basis.

Chapter V (Section 757) of Part XVll of the Taxes Act provides that if an investor resident or ordinarily resident in the UK for taxation purposes holds a "material interest" in an offshore Fund, and the Fund does not qualify as a "distributing Fund" for each accounting period of the Fund in which the investor holds that interest, any gain (calculated without the benefit of indexation or

18

taper relief) accruing to the investor upon the sale or other disposal of the interest will be charged to tax as income and not as a capital gain. The Shares in the SlCAV will constitute a ”material interest“ in an offshore Fund for the purposes of the Taxes Act. It is not the intention of the Directors that the SICAV should seek to qualify as a “distributing Fund”.

For the purposes of UK Taxation a conversion of Shares in the SICAV from one class of Shares to another class of Shares will constitute a disposal.

The attention of persons resident or ordinarily resident in the UK (and who, if they are individuals, are domiciled in the UK ) is drawn to the fact that the provisions of Section 13 of the Taxation of Chargeable Gains, 1992 could be material to any person who holds 5% or more of the Shares in the SlCAV if, at the same time, the SICAV is controlled in such a manner as to render it a company that would, were it to have been resident in the UK, be a “close company” for UK taxation purposes. These provisions could, if applied, result in a person being treated, for the purposes of the UK taxation of chargeable gains, as if part of any gain accruing to the SICAV (such as on a disposal of its investments that constitutes a chargeable gain for those purposes) had accrued to that person directly; that part being equal to the proportion of the assets of the SICAV to which that person would be entitled on the winding up of the SICAV at the time when the chargeable gain accrued to the SICAV.

The attention of UK resident corporate investors is drawn to the provisions concerning ”Controlled Foreign Companies” in Chapter IV (Section 747) of the Taxes Act, which may have the effect, in certain circumstances, of subjecting a company resident in the UK to UK corporation tax on the profits of a company resident outside the UK. A charge to tax cannot arise however, unless the non-resident company is under the control of persons resident in the UK and, on an apportionment of the non-resident’s “chargeable profits”, more than 10% would be attributed to the UK resident and persons associated or connected with them.

Under the corporate debt tax regime in the UK any corporate Shareholder which is within the charge to UK corporation tax will be taxed on the increase in value of its holding on a mark to market basis (rather than on disposal) or will obtain tax relief on any equivalent decrease in value, if the investments of the SICAV consist of more than 60% (by value) of “qualifying

investments”. Qualifying investments are broadly those which yield a return directly or indirectly in the form of interest.

Authorisations and Consents European Community Countries Austria With effect from 3rd April, 1996 the SlCAV has been permitted by the Bundesministerium fur Finanzen to commence marketing of its Shares in Austria pursuant to 936 Investmentfonds-Gesetz.

Belgium With effect from 12th August, 1998 the SICAV has been permitted by the Commission Bancaire et FinanciPre to commence marketing of its Shares in Belgium pursuant to Titre I1 of the Loi Relative aux Operations FinanciPres et aux Marches Financiers du 4th December, 1990.

Finland With effect from 24th August, 1998 the SICAV has been permitted by the Finnish Financial Supervision Authority to commence marketing of its Shares in Finland pursuant to Section 2 of the Common Funds Act 1996.

France With effect from 17th January, 1991 the SICAV has been permitted by the Commission des Operations de Bourse (COB) to commence marketing of its Shares in France in accordance with Regulation No. 89-02 under Article 9 of Law No. 88-1 201 dated 23rd December, 1988.

Germany The Shares of the Sub-funds are authorised for public distribution in Germany.

Greece With effect from July 6, 2001 the SICAV has been permitted by the Capital Markets Committee (CMC) Greece to commence marketing the sale of Shares in the SlCAV in or from Greece.

Italy With effect from 27th July, 1995 the SICAV has been permitted by the Commissione Nazionale per le Societa e la Borsa (“CONSOB”) to commence marketing of its Shares in Italy.

The Netherlands With effect from 8th May, 1995 the SICAV has been permitted by the De Nederlandsche Bank to commence marketing of its Shares in The Netherlands pursuant to Section 17 of the Act on the Supervision of Investment Institutions.

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Portugal With effect from June 1, 2001 the SICAV has been permitted by the Commissao do Mercado de Valores Mobiliarios to commence marketing its shares in Portugal.

Republic of Ireland With effect from 27th March, 1991 the SICAV has been permitted by the Central Bank of Ireland to commence marketing of its Shares in Ireland in accordance with the regulations contained in the European Community (Undertakings for Collective Investment in Transferable Securities) Regulations 1989.

Spain The consent of the Comisi6n Nacional del Mercado de Valores (CNMV) has been obtained by the SICAV to commence marketing of its shares in Spain.

Sweden With effect from 15th February, 1996 the SICAV has been permitted by the Financial Supervisory Authority to commence marketing of its Shares in Sweden pursuant to Section 7b, Mutual Fund Act 1990:1114.

United Kingdom With effect from 24th November, 1990 the SICAV is a recognised scheme in the United Kingdom for the purposes of the Financial Services Act 1986. The SICAV does not carry on investment business in the United Kingdom and accordingly is not an authorised person for the purpose of the Financial Services Act 1986.

Other Member States It is intended that appropriate applications will be made by the SICAV in order to obtain authorisations for its Shares to be sold freely to the public in other countries within the European C o m m u n it y.

Other Jurisdictions Chile The consent of the Comisibn Clasificadora de Riesgo (CCR) in Chile has been obtained by the SICAV to market its shares in Chile.

Greece With effect from July 6, 2001 the SICAV has been permitted by the Capital Markets Committee (CMC) Greece to commence marketing the sale of Shares in the SICAV in or from Greece.

Guernsey The consent of the Guernsey Financial Services Commission under The Protection of Investors

(Bailiwick of Guernsey) Law, 1987 has been obtained for the SICAV to be promoted within the Bailiwick of Guernsey.

Hong Kong The SICAV is authorised by the Securities & Futures Commission in Hong Kong under Section 104 of the Securities and Futures Ordinance. In giving such authorisation the Securities & Futures Commission does not take responsibility for the financial soundness of the SICAV or for the correctness of any statements made or opinions expressed in this regard.

Japan The SICAV has not been registered under the Japanese Securities and Exchange Law No 25 of 1948. Separate arrangements for sales (by way of private placement or otherwise) in Japan may be made in the near future with a different sales charge and other forms applicable thereto. This Prospectus and the Application Form are not therefore for distribution in Japan.

Jersey The consent of the Jersey Financial Services Commission (the "Commission") under the Control of Borrowing (Jersey) Order, 1958 (as amended) has been obtained for the issue of Shares in the SICAV. It must be distinctly understood that in giving this consent the Commission takes no responsibility for the financial soundness of any schemes or for the correctness of any statements made or opinions expressed with regard to them.

The Commission is protected by the Borrowing (Control) (Jersey) Law 1947, as amended, against liability arising from the discharge of its functions under that Law.

Macau With effect from 1 1 December 2000 the SlCAV has been permitted by the Monetary Authority of Macau to commence marketing of its Shares in Macau.

Norway With effect from 25th August, 1997 the SlCAV has been permitted by the Kredittilsynet (Banking, Insurance and Securities Commission) to commence marketing of its Shares in Norway pursuant to Regulation no. 799 of 8 July 2002 laid down by the Ministry of Finance.

South Africa With effect from 2nd October 2000 the SICAV has been permitted by the Financial Services

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Board of South Africa to market certain Funds as specified in Appendix B to the public in South Africa

Switzerland Application has been made to the Federal Banking Commission for the sale of Shares in the SICAV in or from Switzerland to be authorized by the Swiss supervisory body. However, the SICAV will not be subject to supervision by the Federal Banking Commission or by any other Swiss public authority. Distributors selling the Shares of the SICAV in or from Switzerland on a commercial basis must obtain the necessary authorization from the Swiss supervisory body.

Taiwan Only the Funds specified in Appendix B as authorised in Taiwan have been registered with the Securities and Futures Commission of Taiwan and are therefore available for sale in Taiwan.

United States of America In accordance with their powers under the Articles of Incorporation, as referred to in the Prospectus, the Directors may specifically restrict the ownership of Shares in the SICAV by any person resident in the United States of America or any of its territories or possessions or areas subject to its jurisdiction (including the estates of any such person or corporations or partnership created or organised therein).

U.S. Citizens resident outside of the United States of America are entitled to become beneficial owners of Shares in the SICAV in accordance with the Securities Act Release No 33-6863 (May 2 , 1990) which contains Regulation 5 - Clarification of the Extraterritorial Reach of United States Securities Laws.

Other Jurisdictions It is intended that appropriate applications will be made by the SICAV in order to obtain authorisations for its Shares to be sold freely to the public in countries outside the European Community,

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Pertvan Financial 'nnt 206555

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9 % INVESCO

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This Addendum should be read in conjunction with and forms part of the Prospectus dated 1 March 2006 (the "Prospectus"). All capitalised terms herein contained shall have the same meaning in this addendum as in the Prospectus, unless otherwise stated:

0 *& INVESCO

I. The main body of the Prospectus is amended as follows: The existing paragraph on Page 21 “Although the SICAV is now authorised by ... and will prepare revisions to the relevant offering document to reflect the same.” is deleted in its entirety and replaced with the following:

“Although the SICAV is now authorised by the Luxembourg supervisory authority as a UClTS under the Luxembourg law of 20 December 2002 and the Prospectus has been updated to incorporate new investment restrictions provided thereunder, for so long as the SlCAV and a Fund remain authorised by the SFC in Hong Kong and unless otherwise approved by the SFC, the Management Company and each relevant Investment Adviser confirms its intention to operate the INVESCO USD Reserve Fund in accordance with the investment principles of Chapter 7.17 to 7.20, 7.22 to 7.24 and Chapter 8.2 of the Hong Kong Code on Unit Trusts and Mutual Funds and to operate each other Fund authorised in Hong Kong (other than the INVESCO Capital Shield 90 (USD) Fund) in accordance with the investment principles of Chapter 7 of the Hong Kong Code on Unit Trusts and Mutual Funds and to comply with any other requirements or conditions imposed by the SFC from time to time in respect of the relevant Fund. Should any SFC authorised Fund under the SICAV subsequently wish to adopt significant amendments to its investment policy and/or principles which are beyond the general investment principles of Chapter 7.17 to 7.20, 7.22 to 7.24 and Chapter 8.2 of the Code (in relation to INVESCO USD Reserve Fund) or Chapter 7 of the Code (in relation to the other SFC authorised Funds of the SICAV (other than the INVESCO Capital Shield 90 (USD) Fund)) then, unless otherwise agreed by the SFC, the Directors will give at least 1 month‘s prior notice of such amendments to existing Hong Kong investors in the relevant SFC authorised Fund and will prepare revisions to the relevant offering document to reflect the same.“

The following paragraphs are added at the end of the section headed “Risk Management Procedures” on Page 23:

“More specifically in relation to Funds calculating their global exposure to

derivatives using a Value-at-Risk (VaR) methodology, a risk management team at INVESCO UK Limited, separate from the appointed portfolio managers, is undertaking risk management controls on behalf of the Management Company. The risk management process for such a Fund is split into three stages:

the daily computation of a VaR measured at a 99% confidence interval based on a holding period of one month and using recent data

the monthly computation of a stresstesting to assess the robustness of the VaR computation

the daily computation of the counterparty exposure from OTC derivatives

On a daily basis and based on current derivatives positions a VaR with a 99% likelihood over a holding period of one month is computed. It assesses the maximum loss for events with the probability of occurring in 1 % of all cases. Two years of data history are used for this computation.

A monthly stresstesting is run in order to ensure the robustness of the VaR computation under extreme circumstances which are not appropriately captured by the VaR (e.g. worst case events not observed over the last two years).

The results of the daily VaR and monthly stresstesting cannot exceed 100 percent of the Fund’s total net asset value (NAV).

In addition, a daily counterparty risk computation is run for any OTC derivative positions. The counterparty risk consists of the current market value of the OTC derivative and its potential exposure which depends on the notional amount multiplied by a factor depending on the maturity of the instrument and the type of risk (credit, interest rate, equity) as defined by the Commission de Surveillance de Secteur Financier.

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The following limits will be applied: Risk exposure to a counterparty to an OTC derivative is limited to a maximum of 5% of NAV of the Fund. This limit might be raised to 10% of NAV of the Fund if the counterparty is a credit institution.

2. The overall combined exposure to a single issuer/ counterparty is limited to a maximum

1.

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of 20% of NAV of the Fund. This limit will not only include OTC derivative positions but also the following instruments:

a.

b. Deposits.

Primary responsibility for the monitoring and control of the risk management reports produced by the risk management team will be with the Management Company.

The Board of Directors of the SICAV will receive a quarterly report relating to risk management. "

Investments in transferable securities or money market instruments;

v.

II. Appendix A to the Prospectus is amended as follows: The Table of Fund Details is amended as follows: Under the heading "Structured Funds", the name "INVESCO Capital Shield 90 (USD) Fund'" is amended to read "INVESCO Capital Shield 90 (USD) Fund".

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111. Appendix 6 to the Prospectus is amended as follows: The cover page under the heading "Structured Funds" is amended as follows: the words "INVESCO Capital Shield 90 (USD) FundP" are replaced with the words "INVESCO Capital Shield 90 (USD) Fund".

The section headed "Authorisation Details" on Page 18 under "INVESCO Capital Shield 90 (USD) Fund" is deleted in its entirely and replaced with the following:

"Authorisation details Authorised for public marketing: Austria, Belgium, Cyprus, Finland, Germany, Greece, Hong Kong, Ireland, Italy, Jersey, Luxembourg, Netherlands, Norway, Portugal, Spain, Sweden, Switzerland and the United Kingdom."

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IV. Appendix C to the Prospectus is amended as follows: The following paragraph is added a t the end of the section headed "Important Information for Residents of Hong Kong" on Page 8:

"Enquiries All enquiries relating to the Funds and requests to view or obtain documents relating to the Funds should be addressed to the Hong Kong Sub-Distributor and Representative, INVESCO Asset Management Asia Limited, a t the address set out in the Prospectus. "

Appendix B to the Prospectus is amended as follows: The wording of the Investment Objective & Policies of INVESCO Greater China Equity Fund is amended as follows:

"The objective of the Fund is to achieve long- term capital growth by investing in securities of Greater China. At least 70% of the total assets of the Fund (after deducting ancillary liquid assets) shall be invested in equity or equity-related securities issued by (i) companies and other entities having their registered office in Greater China, their governments or any of their respective agencies or instrumentalities or any local government, (ii) companies and other entities located outside Greater China carrying out their business activities principally (50% or more by revenue, profit, assets or production) in Greater China, or (iii) holding companies, the interests of which are principally invested in subsidiary companies with a registered office in Greater China.

Up to 30% of the total assets of the Fund (after deducting ancillary liquid assets) may be invested in (i) securities listed in any of the stock exchanges in Greater China, and (ii) equity or debt securities issued by companies or entities with direct or indirect exposure to Greater China without meeting the above requirements.

The Fund will seek to achieve its investment objective by investing primarily in equity or equity-related securities (including warrants and convertible securities although no more than 5% of the net asset value of the Fund may be invested in warrants) of such companies or entities.

For the purposes of the Investment Objective and Policies, Greater China refers to mainland China, Hong Kong SAR, Macau SAR and Taiwan . "

This document is supplemental to the INVESCO Funds Prospectus dated 1 March 2006 and should be read in conjunction with such Prospectus and with the Appendices A, B and C thereto. If you do not have a copy of the INVESCO Funds Prospectus, please contact your local INVESCO office for a copy.

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1 June 2006

Perlvan Financial Print 206876