In re Mutual Funds Investment Litigation 03-CV …securities.stanford.edu/filings-documents/1029/AVZ03-01/...AMVESCAP Retirement, Inc., AVZ, Inc., Fund Management Company, INVESCO

Case 1:04-cv-00814-JFM Document 93-8 Filed 04/21/10 Page 1 of 50

IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF MARYLAND

IN RE MUTUAL FUNDS INVESTMENT LITIGATION

This Document Relates To: In re Invesco

04-md-1 5 864-02

MDL 1586

Case No. 04-MD-15864 (J. Frederick Motz, Judge)

STIPULATION AND AGREEMENT OF SETTLEMENT (INVESCO/AIM ADVISOR DEFENDANTS)

This stipulation and agreement of settlement dated January 15, 2010 (this "Stipulation")

memorializes the agreement among Investor Class Lead Plaintiff on behalf of itself and the Investor

Class; the ERISA Class Lead Plaintiff on behalf of itself and the ERISA Class; the Derivative

Plaintiffs on behalf of themselves and derivatively on behalf of the Invesco/AIM Funds; and the

undersigned Invesco/AIM Advisor Defendants (each defined below). Capitalized terms used in this

Stipulation shall have the meanings as set forth below under "Definitions."

WHEREAS:

A. The Actions seek damages and other relief arising from alleged market-timing, late-

trading, and short-term and excessive trading in the Invesco/AIM Funds;

B. The Actions were transferred for pretrial proceedings to the District Court. Plaintiffs,

on behalf of the Classes and the Invesco/AIM Funds, filed their respective Complaints in the

Actions. The District Court denied in part and granted in part the motions to dismiss the Class

Complaint and Derivative Complaint. The District Court granted the motion to dismiss the ERISA

Complaint. The ERISA Class Lead Plaintiff appealed that dismissal to the United States Court of

Appeals for the Fourth Circuit, which reversed the dismissal and remanded the ERISA Action to the

District Court for further proceedings. Since that time, the ERISA Action has settled as a result of

separate negotiations between the Invesco/AIM Advisor Defendants and ERISA Class Lead


Counsel. A copy of the separate Stipulation of Settlement entered into with respect to the ERISA

Class Action is attached hereto as Exhibit A and made a part hereof.

C. Plaintiffs' Counsel conducted an extensive investigation relating to the claims and the

underlying events and transactions alleged in their respective Complaints. The Invesco/AIM

Advisor Defendants produced hundreds of thousands of pages of documents, comprehensive trading

data, and other information in response to the requests of Plaintiffs' Counsel;

D. Plaintiffs, by their counsel, engaged in protracted discussions and arm's-length

negotiations with Invesco/AIM Counsel to secure a favorable compromise and settlement of the

Actions and all claims asserted therein;

F. Investor Class Lead Counsel, Derivative Lead Counsel and Invesco/AIM Counsel

eventually negotiated and memorialized the principal terms of the settlement of the Actions in the

Term Sheet;

G. Based upon their investigation, Plaintiffs and their counsel have concluded that the

terms and conditions of this Settlement are fair, reasonable and adequate to the Classes and the

Invesco/AIM Funds, and in their best interests, and, subject to the approval of the District Court,

have agreed to settle the claims raised in the Actions as against the Invesco/AIM Advisor Defendants

pursuant to the terms and provisions of this Stipulation; and

H. The Invesco/AIM Advisor Defendants have denied and continue to deny that they

have committed any act or omission giving rise to any liability and/or violation of law, and state that

they are entering into this Settlement to eliminate the burden, expense and uncertainty of further

litigation. The Parties agree that neither this Settlement nor any of its terms shall constitute an

admission or finding of wrongful conduct, acts or omissions by any of the Invesco/AIM Advisor

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Defendants. The Parties also agree that this Stipulation shall not be construed or deemed to be a

concession by any Plaintiff of any infirmity in the claims asserted in the Actions.

IT IS HEREBY STIPULATED AND AGREED, subject to approval of the District Court

pursuant to Rule 23 of the Federal Rules of Civil Procedure, as follows:

DEFINITIONS

1. As used in this Stipulation, the following terms shall have the meanings set forth

below:

(a) "Actions" means the Investor Class Action, the Derivative Action and the

ERISA Class Action.

(b) "Amvescap Plan" means the Amvescap 401(k) Plan.

(c) "Authorized Claimant" means any Investor Class Member who is determined

to be eligible for payment from the Net Settlement Sum, and may include Invesco/AIM Fund

Shareholders as provided for in the Plan of Allocation.

(d) "Bar Order" means the bar order referred to in paragraph 15 below.

(e) "Claims Administrator" means the firm which shall administer the

Settlements, as proposed by Plaintiffs' Counsel and approved by the Court.

(f) "Classes" means the Investor Class and the ERISA Class.

(g) "Class Members" means the Investor Class Members and the ERISA Class

Members.

(h) "Class Period" means the common Investor Class Period and ERISA Class

Period.

(i) "Complaints" means the Class, Derivative and ERISA Complaints.

(j) "Consent Order" means the administrative order entered by the SEC against

IFG and others, dated October 8, 2004, in Administrative Proceeding No. 3-11701.

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(k) "Corporate Defendants" means the Invesco/AIM Advisor Corporate

Defendants, the Invesco/AIM Funds, the Invesco/AIM Funds Trusts, and each Other

Defendant that is not a natural person.

(1) "Costs of Administration" means the costs and expenses incurred in

connection with the administration of the Settlements.

(m) "Costs of Notice" means the costs and expenses incurred in connection with

providing Notice of the Settlements, as authorized by the Court (whether by direct mail,

publication, internet or otherwise).

(n) "Court" or "District Court" means the United States District Court for the

District of Maryland.

(o) "Cross-Track Settlement Sums" means any settlement sums obtained in or

allocated to the Invesco/AIM Sub-track for the benefit of the Investor Class and/or the

Invesco/AIM Funds pursuant to stipulations of settlement that have been or may be reached

between any Plaintiff and any Other Defendant. Cross-Track Settlement Sums shall not,

however, include any settlement sums obtained from an Other Defendant that are allocated to

settlement(s) with plaintiffs in any sub-track in the MDL other than the Invesco/AIM Sub-

Track.

(p) "Defendants" means the Invesco/AIM Advisor Defendants, the Invesco/AIM

Funds Defendants, and all Other Defendants.

(q) "Derivative Action" means the action in which the Derivative Complaint was

filed.

(r) "Derivative Complaint" means the Consolidated Amended Fund Derivative

Complaint captioned Karlin v. Amvescap PLC, et al., Civil Action No. 04-cv-008 19, filed

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September 30, 2004 in MDL 1586 (docket number 210 in 04-md-15864).

(s) "Derivative Lead Counsel" means the law firm of Wolf Haldenstein Adler

Freeman & Herz LLP.

(t) "Derivative Plaintiffs" means Silvana G. Della Camera, Edward Casey, Tina

Casey, L. Scott Karlin, Gerson Smith, Cynthia Puleo, Zachary Alan Starr, and Amy Sugin.

(u) "Effective Date" shall have the meaning set forth in paragraph 44 below.

(v) "ERISA" means the Employee Retirement Security Act of 1974 and

regulations, rulings and other guidance issued thereunder, as they may be amended from

time to time.

(w) "ERISA Class" means all Persons who were participants in or beneficiaries of

the Amvescap Plan during the ERISA Class Period and whose accounts included

investments in the Invesco/AIM Funds. Excluded from the ERISA Class are: (i) the

Defendants; (ii) members of the immediate family (i.e., parents, current or former spouses,

siblings, and children) of each of the Individual Defendants; (iii) the officers, directors,

parents, subsidiaries, and affiliates of each of the Corporate Defendants; and (iv) the legal

representatives, agents, predecessors, successors and assigns of any of the foregoing

excluded parties. Also excluded from the ERISA Class are any Persons who timely and

validly exclude themselves by filing a request for exclusion from the ERISA Class, but only

to the extent that it is determined that members of the ERISA Class have the right to opt-out.

In the event that the Amvescap Plan timely opts out of the proposed Settlement on behalf of

the Amvescap Plan participants, all such participants (in their capacities as such) will be

deemed to have excluded themselves from the ERISA Class.

(x) "ERISA Class Action" means the action in which the ERISA Complaint was

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filed.

(y) "ERISA Class Lead Counsel" means the law firm of Harwood Feffer LLP.

(z) "ERISA Class Lead Plaintiff' means Miriam Calderon.

(aa) "ERISA Class Member" means a Person who is a member of the ERISA

Class.

(bb) "ERISA Class Period" means the period between and including July 31, 1999

and November 24, 2003.

(cc) "ERISA Complaint" means the Amended Class Action Complaint for

Violations of the Employee Retirement Income Securities Act captioned Calderon v.

Amvescap PLC, et al., Civil Action No. 04-md-15864, filed September 30, 2004 in MDL

1586 (docket number 214 in 04-md-15864).

(dd) "ERISA Plan Fiduciary Defendants" means Jeffrey G. Callahan, Robert F.

McCullough and Gordon Nebeker.

(ee) "Escrow Account" means the escrow account established by the Escrow

Agreement.

(ff) "Escrow Agent" means the Escrow Agent appointed in the Escrow

Agreement.

(gg) "Escrow Agreement" means such agreement setting forth the terms under

which the Escrow Agent shall maintain the Settlement Sum.

(hh) "Fee and Expense Award" refers generally to an award to Plaintiffs' Counsel

of fees and expenses and costs in connection with this Settlement, as awarded by the Court to

Plaintiffs' Counsel from the Settlement Sum.

(ii) "Final," when referring to an order or judgment, means (i) that the time for


appeal or appellate review of such order or judgment has expired; or (ii) if there has been an

appeal, (a) that said appeal has been decided without causing a material change in the order

or judgment; or (b) that such order or judgment has been upheld on appeal and is no longer

subject to appellate review by further appeal or writ of certiorari.

(jj) "Final Settlement Hearing" means the hearing set by the Court under

Rule 23(e)(1)(c) of the Federal Rules of Civil Procedure to determine whether the proposed

Settlement embodied by this Stipulation (and potentially other settlements in the MDL or in

the Invesco/AIM Sub-Track) is fair, reasonable and adequate, and whether the Court should

enter the Order and Final Judgment.

(kk) "IDC" means the independent distribution consultant retained by IFG and

approved by the SEC to formulate a distribution plan and to distribute the payment made by

IFG to the SEC pursuant to the Consent Order.

(11) "IFG" means Invesco Funds Group, Inc.

(mm) "Individual Defendants" means the AIM/Invesco Advisor Individual

Defendants, the AIM/Invesco Funds Individual Defendants, and each Other Defendant that is

a natural person.

(nn) "Invesco/AIM Advisor Corporate Defendants" means A I M Advisors, Inc.,

A I M Distributors, Inc., A I M Investment Services, Inc., A I M Investments, Inc., A I M

Management Group, Inc., AMVESCAP National Trust Company, AMVESCAP PLC,

AMVESCAP Retirement, Inc., AVZ, Inc., Fund Management Company, INVESCO PLC,

Invesco Asset Management Limited, Invesco Distributors, Inc., IFG, Invesco Global Asset

Management (N.A.), Invesco Holding Company Limited, Invesco Institutional (N.A.), Inc.,

and Invesco National Trust Company.

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(oo) "Invesco/AIM Advisor Defendants" means the Invesco/AIM Advisor

Corporate Defendants, the Invesco/AIM Advisor Individual Defendants, and the ERISA Plan

Fiduciary Defendants.

(pp) "Invesco/AIM Advisor Individual Defendants" means Michael K. Brugman,

Raymond R. Cunningham, Thomas Kolbe, Michael Legoski, Timothy Miller, Mark

Williamson, Ronald L. Grooms and William J. Galvin, Jr.

(qq) "Invesco/AIM Advisor Released Parties" means (a) the Invesco/AIM Advisor

Corporate Defendants, and their parent entities, associates, affiliates or subsidiaries, and each

and all of their respective past or present officers, directors, associates, agents,

representatives, employees, attorneys, financial or investment advisors, advisors, consultants,

accountants, investment bankers, commercial bankers, trustees, insurers, co-insurers and re-

insurers, general or limited partners or partnerships, limited liability companies, members,

predecessors, successors and assigns; (b) the Invesco/AIM Advisor Individual Defendants

and the ERISA Plan Fiduciary Defendants and any and all of their respective families, and

any and all of their respective past or present attorneys, counselors, financial or investment

advisors, consultants, accountants, agents, trustees, heirs, executors, personal or legal

representatives, estates, or administrators; and (c) the successors, heirs and assigns of the

foregoing.

(rr) "Invesco/AIM Counsel" means the law firm of Debevoise & Plimpton LLP.

(ss) "Invesco/AIM Fund Shareholders" means the shareholders of the

Invesco/AIM Funds as of the date of the distribution of the Net Settlement Sum.

(tt) "Invesco/AIM Funds" means each of the mutual funds set forth on Schedule

A attached hereto.


(uu) "Invesco/AIM Funds Defendants" means the Invesco/AIM Funds,

Invesco/AIM Funds Trusts, and Invesco/AIM Funds Trustees.

(vv) "Invesco/AIM Funds Defendants Settlement" means the settlement

contemplated by the Invesco/AIM Funds Defendants Stipulation.

(ww) "Invesco/AIM Funds Defendants Stipulation" means the Stipulation and

Agreement of Settlement among Investor Class Lead Plaintiff, Derivative Plaintiffs, ERISA

Class Lead Plaintiff, and the Invesco/AIM Funds Defendants.

(xx) "Invesco/AIM Funds Individual Defendants" means Fred A. Deering, Dr.

Victor L. Andrews, Bob R. Baker, Lawrence H. Budner, James T. Bunch, Gerald J. Lewis,

John W. McIntyre, Dr. Larry Soll, Robert H. Graham, Frank S. Bayley, Bruce L. Crockett,

Albert R. Dowden, Edward K. Dunn, Jr., Jack M. Fields, Carl Frischling, Prema Mathai-

Davis, Lewis F. Pennock, Ruth H. Quigley, Louis S. Sklar, and Owen Daly II.

(yy) "Invesco/AIM Funds Trustees" or "Trustees" means the Invesco/AIM Funds

Individual Defendants and any other independent trustees of the Invesco/AIM Funds at any

point during the period July 30, 1999 through the Effective Date.

(zz) "Invesco/AIM Funds Trusts" means AIM Advisor Funds, Inc., AIM Bond

Funds, Inc., AIM Combination Stock and Bond Funds, Inc., AIM Counselor Series Funds,

Inc., AIM Counselor Series Trust, AIM Equity Funds, Inc., AIM Funds Group, Inc., AIM

Growth Series, Inc., AIM International Funds, Inc., AIM International Mutual Funds, Inc.,

AIM Investment Funds, Inc., AIM Investment Securities Funds, Inc., AIM Manager Series

Funds, Inc., AIM Money Market Funds, Inc., AIM Mutual Funds, Inc., AIM Sector Funds,

Inc., AIM Series Trust, AIM Tax-Exempt Funds, Inc., AIM Stock Funds, Inc., AIM

Treasurer's Series Trust, INVESCO Bond Funds, Inc., LNVESCO Capital Appreciation

S


Funds, Inc., INVESCO Combination Stock & Bond Funds, Inc., INVESCO Counselor Series

Funds, Inc., INVESCO Emerging Opportunity Funds, Inc., INVESCO Equity Funds, Inc.,

INVESCO Growth Fund, Inc., INVESCO Growth Funds, Inc., INVESCO Income Funds,

Inc., INVESCO Industrial Income Fund, Inc., [NVESCO International Funds, Inc.,

INVESCO Multiple Asset Funds, Inc., INVESCO Mutual Funds, Inc., INVESCO Sector

Funds, Inc., INVESCO Specialty Funds, Inc., INVESCO Stock Funds, Inc., INVESCO

Strategic Portfolios, Inc., [NVESCO Sector Funds, Inc., INVESCO Tax-Free Income Funds,

Inc., and INVESCO Value Trust Funds, Inc.

(aaa) "Invesco/AIM Sub-Track" or "this Sub-Track" means the sub-track in this

MDL which consists of the Investor Class Action, the Derivative Action and the ERISA

Class Action.

(bbb) "Investor Class" means every Person who, during the Investor Class Period,

purchased, owned or held shares in any of the Invesco/AIM Funds. Excluded from the

Investor Class are: (i) the Defendants; (ii) members of the immediate family (i.e., parents,

current or former spouses, siblings, and children) of each of the Individual Defendants; (iii)

the officers, directors, parents, subsidiaries, and affiliates of each of the Corporate

Defendants; and (iv) the legal representatives, agents, heirs, predecessors, successors and

assigns of any of the foregoing excluded parties. Also excluded from the Investor Class are

any Persons who timely and validly exclude themselves by filing a request for exclusion

from the Investor Class.

(ccc) "Investor Class Action" means the action in which the Class Complaint was

1flI

(ddd) "Investor Class Complaint" means the Consolidated Amended Class Action

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Complaint captioned Lepera v. Invesco/AIMFunds Group, Inc., et al., Civil Action No. 04-

cv-00814-JFM, filed September 30, 2004 in MDL 1586 (docket number 213 in 04-md-

15864).

(eee) "Investor Class Lead Counsel" means the law firm of Bernstein Litowitz

Berger & Grossmann LLP.

(fff) "Investor Class Lead Plaintiff' means the City of Chicago Deferred

Compensation Plan.

(ggg) "Investor Class Member" means a Person who is a member of the Investor

Class.

(hhh) "Investor Class Period" means the period between and including July 30,

1999 and November 24, 2003.

(iii) "MDL" means MDL Proceeding No. 1586 in the United States District Court

for the District of Maryland.

(jjj) "Net Settlement Sum" shall have the meaning set forth in paragraph 4 below.

(kkk) "Non-Monetary Consideration" means the obligations of the Operating

Invesco/AIM Advisor Defendants set forth in paragraph 11 below.

(ill) "Notice" means notice of the Settlements as authorized by the Court, whether

by direct mail, publication, internet or otherwise.

(mrnm) "Notice Forms" means the forms of notice to be agreed upon by the Parties

and consistent with the terms of this Stipulation, which shall include a "summary notice,"

"long form notice," and "publication notice" as described in paragraph 41 below.

(nnn) "Operating Invesco/AIM Advisor Defendants" means A I M Advisors, A I M

Distributors, Inc., AIM Investment Services, Inc., A I M Management Group Inc. and Fund

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Management Company.

(000) "Order and Final Judgment" means the order and final judgment of dismissal

with prejudice of the Actions, in a form to be agreed upon by the Parties and submitted to the

Court and that shall be consistent with the terms of this Stipulation, and that shall, among

other things, approve this Settlement, enter the Bar Order, and release and discharge the

Released Claims and Released Invesco/AIM Advisor Claims.

(ppp) "Other Defendants" means any and all defendants in the Invesco/AIM Sub-

Track other than the Invesco/AIM Advisor Defendants and the Invesco/AIM Funds

Defendants.

(qqq) "Parties" means the Investor Class Lead Plaintiff, Derivative Plaintiffs,

ERISA Class Lead Plaintiff, and the undersigned Invesco/AIM Advisor Defendants.

(rrr) "Person" means a natural person or any legal entity (including, without

limitation, individuals, corporations, employee pension or other benefit or ERISA plans, and

trusts).

(sss) "Plaintiffs" means the Investor Class Lead Plaintiff, Derivative Plaintiffs, and

ERISA Class Lead Plaintiff.

(ttt) "Plaintiffs' Counsel" means Investor Class Lead Counsel, Derivative Lead

Counsel, and ERISA Class Lead Counsel.

(uuu) "Plaintiff Released Parties" means Plaintiffs and all Class Members and any

of their respective attorneys, counsel, agents, successors, heirs and assigns.

(vvv) "Plan of Allocation" shall have the meaning set forth in paragraph 31 below.

(www) "Preliminary Approval Order" means an order of the District Court that

preliminarily approves this Settlement and sets forth the means by which notice of this

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Settlement shall be provided, in a form to be agreed upon by the Parties and to be submitted

to the Court, and that shall be consistent with the terms of this Stipulation.

(xxx) "PSLRA" means the Private Securities Litigation Reform Act of 1995.

(yyy) "Related Parties" means (a) with respect to natural persons, their past or

present agents, servants, attorneys, accountants, insurers, co-insurers and re-insurers,

executors and administrators; (b) with respect to legal entities other than natural persons,

their past and present, direct and indirect, parents, subsidiaries, general partners, limited

partners, officers, directors, trustees, members, employees, agents, servants, attorneys,

accountants, insurers, co-insurers and re-insurers; and (c) the predecessors, successors, heirs

and assigns of the foregoing.

(zzz) "Released Claims" means any and all claims, demands, rights, actions or

causes of action, liabilities, damages, losses, obligations, judgments, suits, matters and issues

of any kind or nature whatsoever, whether known or unknown (including "Unknown

Claims" as defined below), contingent or absolute, suspected or unsuspected, disclosed or

undisclosed, hidden or concealed, accrued or unaccrued, matured or unmatured, that have

been, could have been, or in the future can or might be asserted in the Complaints or in the

Actions, or in any court, tribunal or proceeding (including but not limited to, any claims

arising under federal or state law relating to alleged fraud, breach of any duty, negligence,

violations of state or federal securities laws, or otherwise) by or on behalf of the Plaintiffs or

the Class Members, whether individual, class, derivative, representative, legal, equitable or

any other type or in any other capacity, against the Invesco/AIM Advisor Released Parties

(whether or not any such Invesco/AIM Released Party was named, served with process or

appeared in the Investor Class Action, Derivative Action, or the ERISA Class Action), which

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have arisen, could have arisen, arise now or hereafter arise out of, or relate in any manner to

the allegations, facts, events, transactions, matters, acts, occurrences, statements,

representations, misrepresentations, omissions, or any other matter, thing or cause

whatsoever, or any series thereof, embraced, involved or set forth in, or referred to or

otherwise related, directly or indirectly, in any way to, the Actions or the subject matter of

the Actions. and which concern, relate to or arise out of in any respect, directly or indirectly,

short-term trading, excessive-trading, market timing and late-trading during the Class Period.

(aaaa) "Released Invesco/AIM Advisor Claims" means any and all claims, rights or

causes of action or liabilities whatsoever, whether based on federal, state, local, statutory or

common law or any other law, rule or regulation, whether known or unknown (including

"Unknown Claims" as defined below), whether suspected or unsuspected, whether accrued

or unaccrued, that have been, could have been or might be asserted in the Actions or in any

other forurn by the Invesco/AIM Advisor Released Parties against any of the Plaintiff

Released Parties, which concern, relate to or arise out of in any respect, directly or indirectly,

the institution, prosecution or settlement of the Actions (except for claims to enforce this

Settlement).

(bbbb) "SEC" means the United States Securities and Exchange Commission.

(cccc) "Settlement" means the settlement contemplated by this Stipulation.

(dddd) "Settlement Amount" means the $9,750,000 in cash to be deposited into the

Escrow Account by the Invesco/AIM Advisor Corporate Defendants.

(eeee) "Settlement Sum" or "Invesco/AIM Settlement Sum" shall have the meaning

set forth in paragraph 3 below.

(fffl) "Settlements" means this Settlement, the Invesco/AIM Funds Defendants

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Settlement, and any other settlement(s) reached in this Sub-Track.

(gggg) "Stipulation" shall have the meaning set forth in the introductory paragraph.

(hhhh) "Taxes" means: (i) all federal, state and/or local taxes of any kind on any

income earned by the Settlement Sum; and (ii) the reasonable expenses and costs incurred by

Investor Class Lead Counsel in connection with determining the amount of, and paying, any

taxes owed by the Settlement Sum (including, without limitation, reasonable expenses of tax

attorneys and accountants).

(iiii) "Term Sheet" means the Invesco/AIM Settlement Term Sheet dated January

5, 2008.

(jjjj) "Trading Data" shall have the meaning set forth in paragraph 30 below.

(kkkk) "Unknown Claims" means any and all Released Claims which any Plaintiff or

Class Member does not know or suspect to exist in his, her or its favor at the time of the

release of such claims, and any Released Invesco/AIM Advisor Claims which any of the

Invesco/AIM Advisor Released Parties does not know or suspect to exist in his, her or its

favor at the time of the release of such claims, which if known by him, her or it might have

affected his, her or its decision(s) with respect to this Settlement. With respect to any and all

Released Claims and Released Invesco/AIM Advisor Claims, the Parties stipulate and agree

that upon the Effective Date, the Plaintiffs and the Invesco/AIM Advisor Defendants shall

expressly waive, and each Class Member and each of the other Invesco/AIM Advisor

Released Parties shall with respect to such claims be deemed to have waived, and by

operation of the Judgments in the Actions shall have expressly waived, any and all

provisions, rights and benefits conferred by any law of any state or territory of the United

States, or principle of common law, which is similar, comparable, or equivalent to Cal. Civ.

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Code § 1542, which provides:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.

The Parties acknowledge, and the Class Members and the other Invesco/AIM Advisor

Released Parties by operation of law shall be deemed to have acknowledged, that the

inclusion of "Unknown Claims" in the definition of Released Claims and Released

Invesco/AIM Advisor Claims was a material and separately bargained for element of this

Settlement.

SETTLEMENT CONSIDERATION

2. The consideration for this Settlement consists of (a) with respect to the settlement of

the Investor Class Action and Derivative Action only, (i) the $9,750,000 Settlement Amount

(including any interest earned thereon) to be paid, or caused to be paid, by the Invesco/AIM Advisor

Corporate Defendants into the Escrow Account for the benefit of the Investor Class and the

Invesco/AIM Fund Shareholders in accordance with paragraph 3 below, and any and all additional

amounts paid by the Invesco/AIM Advisor Defendants to cover Costs of Notice and Administration

in accordance with paragraph 26 below; and (ii) the Non-Monetary Consideration set forth in

paragraph 11 below; (b) with respect to the settlement of the ERISA Class Action only, the

settlement consideration set forth in Exhibit A hereto; and (c) the dismissal and release of claims

provided for herein, all as set forth in further detail below.

r'I


THE SETTLEMENT AMOUNT

3. Within fifteen (15) calendar days of the date of this Stipulation, the Invesco/AIM

Advisor Corporate Defendants shall pay, or cause to be paid, the Settlement Amount into the Escrow

Account for the benefit of the Investor Class and the Invesco/AIM Fund Shareholders. The

Settlement Amount plus any income or interest earned thereon shall be referred to as the "Settlement

Sum" or "Invesco/AIM Settlement Sum."

4. The Settlement Sum shall be used to pay: (i) any Taxes or escrow fees; (ii) Costs of

Notice (as set forth in more detail in Paragraph 26 below); (iii) Costs of Administration; and (iv) any

Fee and Expense Award. The balance of the Settlement Sum after the above payments shall be the

"Net Settlement Sum."

5. The Net Settlement Sum shall be distributed to Authorized Claimants as provided

herein. The Settlement Sum shall be deemed to be in the custody of the Court and shall remain

subject to the jurisdiction of the Court until such time as such sums shall be paid out, distributed or

returned pursuant to the terms of this Stipulation and/or further Order of the Court.

6. All funds held in the Escrow Account shall be invested and reinvested in short term

United States Agency or Treasury Securities, or mutual funds invested solely in such securities,

except that any residual cash balances of less than $75,000 may be invested in money market mutual

funds comprised exclusively of investments secured by the full faith and credit of the United States.

7. The Parties hereto agree that the Settlement Sum is intended to be part of a Qualified

Settlement Fund within the meaning of Treasury Regulation § 1.46813- 1 and that Investor Class Lead

Counsel, as administrator of the Settlement Sum within the meaning of Treasury Regulation

§ 1.468B-2(k)(3), shall be solely responsible for filing or causing to be filed all informational and

other tax returns as may be necessary or appropriate (including, without limitation, the returns

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described in Treasury Regulation § 1.468B-2(k)) with respect to the Settlement Sum. Such returns

shall be consistent with this paragraph and in all events shall reflect that all Taxes with respect to the

Settlement Sum shall be paid out of the Settlement Sum as provided by paragraph 8 below. Investor

Class Lead Counsel shall also be solely responsible for causing payment to be made from the

Settlement Sum of any Taxes owed with respect to the Settlement Sum. Invesco/AIM Counsel

agrees to provide promptly to Investor Class Lead Counsel the statement described in Treasury

Regulation § 1.468B-3(e). Investor Class Lead Counsel, as administrator of the Settlement Sum

within the meaning of Treasury Regulation §1.468B-2(k)(3), with the cooperation of Invesco/AIM

Counsel, if necessary, shall timely make such elections as are necessary or advisable to carry out this

paragraph, including, as necessary, making a "relation back election," as described in Treasury

Regulation § 1.46813-10), to cause the Qualified Settlement Fund to come into existence at the

earliest allowable date, and shall take or cause to be taken all actions as may be necessary or

appropriate in connection therewith.

8. All taxes paid or payable on interest earned on the Settlement Sum shall be timely

paid by the Escrow Agent from the Escrow Account pursuant to disbursement instructions to be set

forth in the Escrow Agreement, and without prior Order of the Court.

9. The Invesco/AIM Advisor Corporate Defendants shall cooperate with Plaintiffs'

Counsel in causing the Escrow Agent to make payments from the Escrow Account for the Costs of

Notice and Administration and for the benefit of Plaintiffs in accordance with the terms of this

Stipulation. However, in no event shall the Invesco/AIM Advisor Defendants have any

responsibility whatsoever for making any filings (including elections, statements or returns) for the

Invesco/AIM Settlement Sum or the Escrow Account, for paying any costs associated therewith, or

for paying any taxes due upon income derived from the Invesco/AIM Settlement Sum or for

-18-


administration of the Escrow Account.

10. This is not a claims-made settlement. As of the Effective Date, the Invesco/AIM

Advisor Defendants shall not have any right to the return of the Settlement Sum or any Costs of

Notice or Administration paid or payable by the Invesco/AIM Advisor Defendants or their

designee(s), or any portion thereof, irrespective of the number of claims filed, the collective amount

of losses of Authorized Claimants, the actual Costs of Notice and Administration, the percentage of

recovery of losses, or the amounts to be paid to Authorized Claimants from the Net Settlement Sum.

NON-MONETARY CONSIDERATION

11. The Operating Invesco/AIM Advisor Defendants shall for at least the five (5) fiscal

years including and following the date upon which this Stipulation is executed by all Parties,

establish and maintain a group which shall be responsible for developing and implementing a policy

to monitor for market timing and late trading in the Invesco/AIM Funds. The group shall: (i) as part

of its procedures use statistical techniques to analyze large transactions in individual accounts (when

the Operating Invesco/AIM Advisor Defendants have that data) or in the omnibus positions (when

individual account data is not available) to detect and deter market timing activities; (ii) report to the

internal risk and compliance committees of Invesco/AIM (periodically as reasonably determined by

the Operating Invesco/AIM Advisor Defendants) and to the trustees of the Invesco/AIM Funds

(periodically as requested by the trustees), concerning its procedures and their effectiveness, and the

results of its reasonable efforts to detect and deter market timing and late trading in the Invesco/AIM

Funds; (iii) recomrriend to the trustees of the Invesco/AIM Funds, subject to their approval, that the

Invesco/AIM Funds include in their prospectuses or statements of additional information a general

description of the Irivesco/AIM Funds' policies concerning market timing and frequent trading and

excessive trading risks to fund shareholders.

_19-


DISMISSAL AND RELEASES

12. This Settlement shall finally and frilly dismiss the Actions as against the Invesco/AIM

Advisor Defendants only, and shall finally and frilly dispose of any and all Released Claims and

Released Invesco/AIM Advisor Claims, as set forth herein.

13. Upon the Effective Date:

(a) all claims brought by Investor Class Lead Plaintiff (on behalf of itself and all

other Investor Class Members), Derivative Plaintiffs (on behalf of themselves and

derivatively on behalf of the Invesco/AIM Funds), and ERISA Class Lead Plaintiff (on

behalf of itself and all other ERISA Class Members) against the Invesco/AIM Advisor

Released Parties in the respective Actions are to be dismissed with prejudice;

(b) Plaintiffs and all Class Members, on behalf of themselves, their heirs,

executors, administrators, successors and assigns, shall be deemed to have released and

forever discharged the Released Claims, and shall forever be enjoined from prosecuting the

Released Claims, against the Invesco/AIM Advisor Released Parties; and

(c) the Invesco/AIM Advisor Released Parties shall be deemed to have released

and forever discharged the Released Invesco/AIM Advisor Claims, and shall forever be

enjoined from prosecuting the Released Invesco/AIM Advisor Claims, against the Plaintiff

Released Parties.

CROSS-CLAIM RELEASES

14. In connection with any settlement(s) with any Other Defendants, Plaintiffs shall

endeavor in good faith to obtain a cross-claim release from each such Other Defendant releasing the

Invesco/AIM Advisor Released Parties from any and all claims relating to the purchase, sale or

retention of shares of any of the Invesco/AIM Funds during the Class Period (including any claims

Ai


relating to market-timing, late-trading or short-term or excessive trading). The Invesco/AIM

Advisor Defendants shall provide a reciprocal cross-claim release of like scope of any such settling

Other Defendant and, to the extent requested by any such settling Other Defendant, any one or more

of such Other Defendant's respective Related Parties, that provides a cross-claim release to the

Invesco/AIM Advisor Released Parties. Each such cross-claim release ("Cross-Claim Release")

shall be structured so that it becomes effective at such time as this Settlement and the settlement with

the relevant Other Defendant(s) become effective, and such cross-claim releases may be held in

escrow by Investor Class Lead Counsel until the relevant settlements become effective. If such a

settling Other Defendant that is not a natural person is willing to provide a Cross-Claim Release on

behalf of not only itself, but also on behalf of its present and former parents, affiliates, subsidiaries,

predecessors and successors, then the Invesco/AIM Advisor Corporate Defendants shall provide a

reciprocal cross-release on behalf of both themselves and their present and former parents, affiliates,

subsidiaries, predecessors and successors. In no event shall the effectiveness of this Settlement be

contingent upon Plaintiffs obtaining a Cross-Claim Release from any settling Other Defendant.

Wuxi U

15. The Parties shall request that the Court, as part of the Order and Final Judgment, enter

a final bar order that (a) will discharge, to the full extent permitted under the PSLRA, each of the

Invesco/AIM Advi sor Released Parties from all claims for contribution by any Person arising out of

the Actions, and (b ) will discharge, to the full extent permitted by any applicable law (whether state,

federal, local or statutory law or any other law, rule or regulation) all claims by any Person for

contribution or indemnification, however styled (and whether arising under state, federal, local,

statutory or common law or any other law, rule or regulation) based upon, arising out of, relating to,

or in connection vith the Released Claims. To the extent permitted by the PSLRA or other

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applicable law (whether state, federal, local, statutory or common law, or any other law, rule or

regulation), the bar order will bar all claims for contribution or indemnification, however styled,

based upon, arising out of, relating to, or in connection with the Released Claims or the Actions: (a)

against the Invesco/AIM Advisor Released Parties; and (b) by the Invesco/AIM Advisor Released

Parties against any Person other than any Person whose liability to the Class has been extinguished

pursuant to this Settlement and the Order and Final Judgment.

STAY OF LITIGATION

16. Litigation against the Invesco/AIM Advisor Released Parties with respect to the

Released Claims shall be stayed, and the Parties shall seek an Order from the Court providing that no

Plaintiff or Class Member may commence, join or otherwise prosecute any Released Claim against

any Invesco/AIM Advisor Released Party in any other proceeding, pending approval of this

Settlement by the Court. Notwithstanding the foregoing, the Invesco/AIM Advisor Released Parties

shall remain subject to reasonable discovery requests from Plaintiffs in connection with ongoing

litigation in the MDL against parties other than the Invesco/AIM Advisor Released Parties.

CLASS CERTIFICATION

17. The Parties shall stipulate to the certification of the Classes, and approval of the

Investor Class Lead Plaintiff and ERISA Class Lead Plaintiff as class representatives, for settlement

purposes only, and shall stipulate that the claims of putative Class Members arising prior to July 30,

1999 have been extinguished by the applicable statutes of limitations. The Notice shall include a

finding by the Court to that effect.

TRANSFER OF CROSS-TRACK SETTLEMENT SUMS INTO ESCROW ACCOUNT

18. In the interests of convenience and reduced administration costs, the Parties consent

to the transfer of any and all Cross-Track Settlement Sums into the Escrow Account for the eventual

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distribution to Authorized Claimants. Plaintiffs' Counsel shall modify the Escrow Agreement, as

necessary, to permit the transfer of any Cross-Track Settlement Sums into the Escrow Account and

to allow for the commingling of any Cross-Track Settlement Sums and the Invesco/AIM Settlement

Sum in the Escrow Account.

ATTORNEYS' FEES AND EXPENSES

19. Plaintiffs' Counsel (on behalf of themselves and on behalf of any of their respective

co-counsel) will apply to the Court for payment of a reasonable Fee and Expense Award from the

Settlement Sum, in an amount not to exceed the amount referred to in the Notice Forms approved by

the Court, including accrued interest thereon (net of taxes) at the same net rate and for the same

period as earned by the Settlement Sum (until paid). Neither the Invesco/AIM Advisor Defendants,

nor any other Invesco/AIM Released Party, shall take any position with respect to Plaintiffs'

Counsel's application for a Fee and Expense Award, provided such application is consistent with the

terms of this Stipulation, and such matters are not the subject of any agreement between the

Invesco/AIM Advisor Defendants and Plaintiffs other than what is set forth in this Stipulation.

20. Any Fee and Expense Award shall be paid to Plaintiffs' Counsel from the Settlement

Sum, subject to the Court's approval, immediately upon award, notwithstanding the existence of any

timely filed objections thereto, or potential for appeal therefrom, or collateral attack on this

Settlement or any other settlement in the MDL, or any part thereof. Such payment shall, however,

be subject to Plaintiffs' Counsel's obligation to make appropriate refunds or repayments to the

Escrow Account, plus accrued interest at the same net rate as earned by the Escrow Account, if this

Settlement is terminated pursuant to the terms of this Stipulation or if, as a result of any appeal or

further proceedings on remand, or successful collateral attack, the Fee and Expense Award is

reduced or reversed. Plaintiffs' Counsel shall make the appropriate refund or repayment in full no

-23-


later than five (5) business days after receiving from Invesco/AIM Counsel notice of the termination

of this Settlement or after receiving from a court of appropriate jurisdiction notice of any reduction

of the Fee and Expense Award on appeal or otherwise.

21. To the extent practicable, the Invesco/AIM Advisor Defendants shall cooperate with

any efforts by Plaintiffs' Counsel to schedule a single hearing date before the Court to address any

matters relating to Plaintiffs' Counsel's requests for an award of attorneys' fees and expenses both in

this Sub-Track and in one or more of the other sub-tracks in the MDL.

22. Any order or proceedings relating to the Fee and Expense Award, or any appeal from

such an order, is not a material term of this Settlement and shall not operate to terminate or cancel

this Settlement, or affect or delay the finality of the Order and Final Judgment approving this

Settlement. Neither a modification nor reversal or appeal of any Fee and Expense Award shall

constitute grounds for cancellation or termination of this Settlement.

23. The Parties further agree that any fee and expense application may include provisions

for (a) setting aside a portion of any attorneys' fees awarded from the Settlement Sum to compensate

counsel who have performed "cross-track" work in MDL 1586 that has conferred a benefit to the

Classes or the Invesco/AIM Fund Shareholders ("Common Benefit Counsel"), and (b) reimbursing a

portion of the expenses incurred by Common Benefit Counsel in connection with their cross-track

LZLI

NOTICE PROGRAM

24. The Parties shall cooperate in good faith to formulate the most efficient and cost

effective Notice program for the Classes that satisfies Rule 23 of the Federal Rules of Civil

Procedure, the PSLRA and due process, and the most efficient and cost-effective Notice program

with respect to the settlement of the Derivative Action that satisfies applicable rules and due process.

-24-


25. As set forth in paragraph 41 below, the Parties will propose reasonable efforts to

provide Notice of the Settlements. The Parties shall use their best efforts to minimize the Costs of

Notice and Administration of the Settlements, and to cooperate with one another, the SEC and third

parties to facilitate the dissemination of the Notice Forms. These efforts shall include, to the extent

feasible and requested by Plaintiffs, utilizing existing channels of communication with current

shareholders of the Invesco/AIM Funds to provide notice of the Settlements, including, without

limitation, distributing Notice of the Settlements on a folded, one-page 11" x 17" sheet included in

regular or periodic mailings to current shareholders. In addition, to the extent reasonably proposed

by Plaintiffs, the Invesco/AIM Advisor Released Parties will work together with Plaintiffs to

coordinate the notice and administration of all Settlements that have been or may be reached in this

Sub-Track, as well as with the notice of one or more other settlements in the MDL.

26. Plaintiffs shall pay from the Invesco/AIM Settlement Sum, without having to obtain

further approval of the Invesco/AIM Advisor Defendants or the Court, up to the first $3,000,000 in

Costs of Notice and Administration actually incurred. In the event that the Costs of Notice and

Administration exceed $3,000,000, the Invesco/AIM Advisor Corporate Defendants shall pay (or

cause to be paid) 50% of any such costs in excess of $3,000,000, with the remaining 50% paid by

Plaintiffs from the Invesco/AIM Settlement Sum. The Invesco/AIM Advisor Corporate Defendants

shall pay (or cause to be paid) their share of all Costs of Notice and Administration chargeable to it

under this paragraph within seven (7) business days of the Invesco/AIM Advisor Corporate

Defendants' (or Lnvesco/AIM Counsel's) receipt of an invoice from Plaintiffs, the Claims

Administrator or the relevant third party that requests payment of such Costs of Notice and

Administration. In the event that this Settlement is terminated, Costs of Notice or Administration

incurred and paid or payable from the Invesco/AIM Settlement Sum or by or on behalf of the

- 25 -


Invesco/AIM Advisor Corporate Defendants shall not be returned to the Invesco/AIM Advisor

Corporate Defendants or their designee(s).

27. Boston Financial Data Services ("BFDS") has served as a consultant in connection

with the distribution of proceeds by the IDC to Invesco/AIM mutual fund shareholders. Whether or

not BFDS is selected by Plaintiffs as the Claims Administrator, for the purpose of effecting Notice,

formulating a Plan of Allocation, and distributing all settlement proceeds, the Parties agree to use

their best efforts to cause BFDS to promptly share with Plaintiffs all information it has obtained as a

consultant in connection with the distribution of proceeds by the IDC to Invesco/AIM mutual fund

shareholders. Such information shall include the names and addresses of likely Class Members and

Invesco/AIM Fund Shareholders and their trading data, and such other information as may be

reasonably necessary to provide notice, devise a Plan of Allocation, and distribute the Net Settlement

Sum.

28. The Invesco/AIM Advisor Defendants agree to share with Plaintiffs all information

relating to the distribution of proceeds by the IDC or the proposed distribution of IDC settlement

proceeds that the Invesco/AIM Advisor Released Parties have in their possession, custody or control,

including the names and addresses of likely Class Members and Invesco/AIM Fund Shareholders

and their trading data, and such other information as may be reasonably necessary to provide notice,

devise a Plan of Allocation, and distribute the Net Settlement Sum.

29. The Invesco/AIM Advisor Defendants shall also use reasonable efforts to assist and

support Plaintiffs in any attempt to obtain the consent of the IDC and the SEC to provide

information to Invesco/AIM mutual fund shareholders about the Settlements in connection with any

Fair Fund distributions to any such shareholders or other mailings to Class Members or Invesco/AIM

Fund Shareholders from the IDC or SEC; provided, however, that this Settlement is not contingent

-26-


on the IDC or the SEC agreeing to allow any form of notice to be sent in connection with any Fair

Fund distribution or other communications.

REPRESENTATION CONCERNING TRADING DATA

30. The Invesco/AIM Advisor Defendants hereby represent that to the best of their

knowledge they have provided Plaintiffs with full and accurate records of the amounts of all

outstanding shareholdings in the Invesco/AIM Funds during the Class Period, and of all trades in the

Invesco/AIM Funds made during the Class Period, that the Invesco/AIM Advisor Defendants have

in their possession (the "Trading Data"). If the Trading Data is proven to be materially inaccurate or

materially incomplete with respect to any of these funds, Plaintiffs shall have the right to terminate

this Settlement by providing written notice to the Invesco/AIM Advisor Defendants. The

termination right set forth in this paragraph shall expire upon the Effective Date of this Settlement.

In the event that this termination right is properly exercised, this Stipulation shall become null and

void and of no further force and effect and the provisions of paragraph 46 below shall apply.

ADMINISTRATION AND DISTRIBUTION OF THE SETTLEMENT SUM

31. All payments from the Net Settlement Sum to Authorized Claimants shall be

determined by the Claims Administrator pursuant to a plan of allocation to be proposed by Plaintiffs'

Counsel (or by the Court, or an individual appointed by the Court, in the event that Plaintiffs'

Counsel cannot agree on an allocation) (the "Plan of Allocation"), subject to the approval of the

Court. Neither the Invesco/AIM Advisor Released Parties nor their attorneys will have any

responsibility or liability for the design or implementation of the Plan of Allocation or for the Claims

Administrator's determinations pertaining to payments from the Net Settlement Sum to Authorized

Claimants.

32. The Settlements shall be administered by the Claims Administrator proposed by

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Plaintiffs' Counsel and appointed by the Court. The Parties understand that in the interests of

efficient administration it is expected that Plaintiffs' Counsel will seek to have one claims

administrator appointed by the Court who will be responsible for administering not only this

Settlement, but also all other Settlements that may be reached in this Sub-Track. Neither the

Invesco/AIM Advisor Released Parties nor their attorneys shall have any role or responsibility with

respect to the selection or recommendation to the Court of any Claims Administrator.

33. On the Effective Date, the Invesco/AIM Advisor Defendants shall cease to have any

interest in any portion of the Settlement Sum or the Net Settlement Sum, and there shall be no

reversion or return of the Settlement Sum or the Net Settlement Sum to the Invesco/AIM Advisor

Defendants or their designee(s).

34. It is understood and agreed by the Parties hereto that any proposed Plan of Allocation

or any portion thereof including, but not limited to, any adjustments to an Authorized Claimant's

payment as set forth in the Plan of Allocation, is not a part of this Settlement, and is to be considered

by the Court separately from the Court's consideration of the fairness, reasonableness and adequacy

of this Settlement, and any order or proceeding or appeal relating to the Plan of Allocation shall not

operate to terminate or cancel this Settlement, or affect the finality of any of the Court's Order(s) and

Final Judgment(s) approving this Settlement or any other orders entered pursuant to this Settlement.

35. It is anticipated that at least certain Investor Class Members will be required to submit

a proof of claim ("Proof of Claim"), in a form to be agreed upon by the Parties, in order to be

eligible to participate in the distribution of the Net Settlement Sum. Each Investor Class Member

who submits a Proof of Claim will be required to submit such supporting documents as are

designated therein, including appropriate records of the Investor Class Member's holdings during the

Class Period, or such other documents or proof as the Claims Administrator or Investor Class Lead

-28-


Counsel, in their discretion, may deem acceptable. Investor Class Lead Counsel shall have the right,

but not the obligation, to advise the Claims Administrator to waive what Investor Class Lead

Counsel deem to be formal or technical defects in any Proofs of Claim submitted in the interests of

achieving substantial justice. It is anticipated that the Proof of Claim will be available for

downloading from the website to be established for this Sub-Track and will also be made available

for mailing upon request.

36. Notwithstanding the foregoing paragraph, if technically feasible and in the interests of

the Investor Class, payments from the Net Settlement Sum to certain Investor Class Members may

be calculated by the Claims Administrator pursuant to the Plan of Allocation using reliable Trading

Data provided to the Claims Administrator. Such payments may be made by the Claims

Administrator to Investor Class Members by mail to their last known addresses without requiring

Investor Class Members to submit a Proof of Claim or to take any other affirmative action.

37. At the conclusion of the settlement claims administration process in this Sub-Track,

and subject to the Effective Date having occurred, Investor Class Lead Counsel shall move the

Court, on notice to Invesco/AIM Advisor Defendants' Counsel, for an order approving the

administrative determinations of the Claims Administrator accepting and rejecting Proof of Claims

submitted by Investor Class Members and calculating payment amounts for Authorized Claimants,

and authorizing the distribution of the Net Settlement Sum to Authorized Claimants in accordance

with the terms of the Plan of Allocation. Should Investor Class Lead Counsel elect and subject to

Court approval, as appropriate, distributions from the Net Settlement Sum to Investor Class

Members may be calculated and paid at the omnibus account level, and the Parties and their

respective attorneys shall have no further responsibility with respect to distributions made to

omnibus accounts.

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38. Except for the Invesco/AIM Advisor Corporate Defendants' obligation to pay the

Settlement Amount, none of the Invesco/AIM Advisor Defendants or their respective attorneys shall

have any liability, obligation or responsibility for the administration of the Settlement or the

allocation or disbursement of the Net Settlement Sum.

APPROVAL OF THE SETTLEMENT

39. The Parties agree that they shall not present this Settlement to the Court for

preliminary or final approval (including approval of the proposed Notice Forms and Notice program)

until all of Plaintiffs' claims in the Invesco/AIM Sub-Track against non-dismissed defendants have

been resolved, either through a proposed settlement agreement, trial or otherwise.

40. At the appropriate time for presentation of this Settlement to the Court in accordance

with the preceding paragraph, Plaintiffs shall move the Court for preliminary approval of this

Settlement and seek approval from the Court to provide Notice of the Settlement at such time and on

such schedule as Plaintiffs' Counsel determine is most appropriate, taking into account, inter a/ia,

the desirability of maximizing efficiencies that may result from (a) coordinating the settlement with

the Invesco/AIM Funds Defendants and settlements with Other Defendants in this Sub-Track and/or

(b) coordinating settlements with other defendants reached in other sub-tracks in the MDL. The

Invesco/AIM Advisor Defendants shall not oppose Plaintiffs' motion for preliminary approval.

41. The Parties hereto shall cooperate in drafting a proposed Preliminary Approval Order,

containing usual and customary terms that would give preliminary Court-approval to this Settlement

and authorize the issuance of Notice to the Investor Class consistent with the requirements of Rule

23 of the Federal Rules of Civil Procedure, the PSLRA and due process, and issuance of Notice with

respect to the settlement of the Derivative Action consistent with applicable rules and due process.

In order to maximize efficiency and minimize costs, the Parties agree to use best efforts to

-30-


coordinate the drafting of the proposed Preliminary Approval Order and Notice Forms (which the

Parties anticipate will be exhibits to the Preliminary Approval Order) with counsel for any Other

Defendants in this Sub-Track that have also settled with Plaintiffs. It is anticipated that all settling

parties in this Sub-Track (including the Parties to this Settlement) will cooperate in drafting (i) a

"long form notice" to be posted on a settlement website established for this Sub-Track and to be

made available for mailing to shareholders upon request and that will set forth in detail the terms of

all Settlements in this Sub-Track (including this Settlement) and that will include, among other

things, the Plan of Allocation; (ii) a "summary notice" to be mailed to Class Members only that will

set forth in summary fashion the terms of all Settlements in this Sub-Track and refer shareholders to

the settlement website and/or the 800 number(s) for more detailed information concerning the

Settlements, including the long form notice, and that will be capable of being printed on a mailer

consisting of a single, folded 11" x 17' sheet printed on both sides; and (iii) a "publication notice"

that refer shareholders to the settlement website and/or the 800 number(s), and which shall be

published in various national and regional media in accordance with a plan of publication

coordinated across multiple sub-tracks in the MDL in which settlements have been reached. The

publication notice will serve as the primary form of notice for the settlement of the Derivative

Action. The Parties agree to submit to the Court any disputes concerning the interpretation or

application of this paragraph.

42. The Parties shall cooperate in drafting a proposed Order and Final Judgment,

containing usual and customary terms that would provide for final Court-approval of this Settlement

(and which may provide for final Court-approval of the Invesco/AIM Funds Settlement and any

other settlement(s) in this Sub-Track). The proposed Order and Final Judgment shall contain (i) a

dismissal of claims consistent with paragraph 13(a) above, (ii) release of claims provisions

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consistent with paragraphs 13(b) and 13(c) above, and (iii) bar order provisions consistent with

paragraph 15 above, and may contain provisions relating to any Cross-Claim Releases exchanged

pursuant to paragraph 14 above.

OPT-OUT TERMINATION RIGHT

43. Simultaneously herewith, the Parties are executing a side letter setting forth certain

conditions under which this Settlement may be terminated by the Invesco/AIM Advisor Defendants

in the event that a certain threshold concerning opt-out shareholders is reached (the "Opt-Out Side

Letter"). In the event of a termination of this Settlement pursuant to the Opt-Out Side Letter, this

Stipulation shall become null and void and of no further force and effect and the provisions of

paragraph 46 below shall apply. Notwithstanding the foregoing, this Stipulation shall not become

null and void as a result of an election by the Invesco/AIM Advisor Defendants to exercise their

option to terminate this Settlement pursuant to the Opt-Out Side Letter unless the conditions set forth

in the Opt-Out Side Letter have been satisfied.

EFFECTIVE DATE

44. The "Effective Date" of this Settlement means the first business day after the date by

which all of the following shall have occurred:

(a) the Court has preliminarily approved this Settlement, consistent with the

terms hereof, and entered the Preliminary Approval Order substantially in the form agreed to

and submitted by the Parties pursuant to paragraph 41 above;

(b) the Court has certified the Classes for purposes of the Settlements only and

has granted final approval to this Settlement, following Notice to the Classes and notice of

the settlerrient of the Derivative Action, and a hearing as prescribed by Rule 23 of the

Federal Rules of Civil Procedure;

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(c) if the Bar Order is separate from the Order and Final Judgment, the Court has

entered the Bar Order and the order entering the Bar Order has become Final; and

(d) the Court has entered the Order and Final Judgment, as described in

paragraph 42 above, in a form substantially similar to that submitted by the Parties (or, in the

event that the Court enters an order or judgment finally approving this Settlement in a form

that is not substantially similar to that submitted by the Parties ("Alternative Judgment"),

none of the Parties elect to terminate the Settlement within thirty (30) days of entry of the

Alternative Judgment), and the Order and Final Judgment or the Alternative Judgment has

become Final.

TERMINATION RIGHTS AND EFFECT OF TERMINATION

45. In addition to the right of termination set forth in paragraphs 30 and 43 above, within

thirty (30) days of: (a) the Court's declining to enter the Preliminary Approval Order in any material

respect; (b) the Court's refusal to approve this Stipulation or any material part of it; (c) the Court's

declining to enter the Order and Final Judgment in any material respect; or (d) the date upon which

the Order and Final Judgment is modified or reversed in any material respect by the Court of

Appeals or the Supreme Court, Plaintiffs and the Invesco/AIM Advisor Defendants shall have the

right to terminate this Settlement by providing written notice to all other Parties of an election to do

so. However, any judicial rulings with respect to Plaintiffs' Counsel's application for the Fee and

Expense Award, or with respect to the Plan of Allocation, shall not be considered material to this

Settlement and shall not be grounds for termination.

46. Except as otherwise provided herein, in the event this Settlement is terminated

pursuant to terms of this Stipulation, then:

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(a) within thirty (30) days of the written notice of termination, the Settlement

Sum, less all Costs of Notice and Administration actually incurred and paid or payable from

the Settlement Sum in accordance with the terms of this Stipulation, shall be returned to the

Invesco/AIM Advisor Corporate Defendants or their designee(s);

(b) this Settlement shall be deemed null and void with respect to the Parties

hereto, and shall have no further force and effect with respect to any of the Parties;

(c) the Parties hereto shall be deemed to have reverted to their respective status in

the Actions as of the date that is a day prior to the date of the execution of the Term Sheet

and, except as otherwise expressly provided, the Parties shall proceed as if the Term Sheet,

this Stipulation, and any related orders entered in connection with the contemplated

settlement of the claims against the Invesco/AIM Advisor Released Parties in this Sub-

Track, had not been executed or entered; and

(d) this Stipulation (including any of the attachments hereto), the Notice Forms

and forms of orders and judgments contemplated by this Stipulation, and any

communications or negotiations with respect to this Stipulation, shall not be used or referred

to in this Sub-Track by any of the parties to the Actions in this Sub-Track.

NO ADMISSION OF WRONGDOING

47. The Invesco/AIM Advisor Defendants expressly deny any wrong doing, liability or

damages. This Stipulation, whether or not consummated, and any proceedings taken pursuant to it:

(a) shall not be offered or received against the Invesco/AIM Advisor Released

Parties as evidence of, or construed as, or deemed to be evidence of any presumption,

concession, or admission by the Invesco/AIM Advisor Released Parties with respect to the

truth of any fact alleged by any of the Plaintiffs or the validity of any claim that was or could

-34-


have been asserted against Invesco/AIM Advisor Released Parties in the Actions in this Sub-

Track or in any other litigation, or of any liability, negligence, fault, or other wrongdoing of

any kind of the Invesco/AIM Advisor Released Parties;

(b) shall not be offered or received against the Invesco/AIM Advisor Released

Parties as evidence of a presumption, concession or admission of any fault,

misrepresentation or omission with respect to any statement or written document approved

or made by the Invesco/AIM Advisor Released Parties, or against the Plaintiffs or any Class

Members as evidence of any infirmity in the claims of Plaintiffs or the Class Members;

(c) shall not be offered or received against the Invesco/AIM Advisor Released

Parties, or against the Plaintiffs or any Class Members, as evidence of a presumption,

concession or admission with respect to any liability, negligence, fault or wrongdoing of any

kind, or in any way referred to for any other reason as against any of the Invesco/AIM

Advisor Released Parties, in any other civil, criminal or administrative action or proceeding,

in any forum, other than such proceedings as may be necessary to effectuate the provisions

of this Stipulation; provided, however, that if this Stipulation is approved by the Court, the

Invesco/AIM Advisor Released Parties may refer to it to effectuate the protection from

liability granted them hereunder;

(d) shall not be construed against the Invesco/AIM Advisor Released Parties, or

the Plaintiffs or any Class Members, as an admission, concession, or presumption that the

consideration to be given hereunder represents the amount which could be or would have

been recovered after trial; and

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(e) shall not be construed against the Plaintiffs or any Class Member, as an

admission, concession, or presumption that any of their claims are without merit or that

damages recoverable against the Invesco/AIM Advisor Defendants in the Actions in this

Sub-Track would not have exceeded the Settlement Amount.

MISCELLANEOUS PROVISIONS

48. All of the attachments hereto are hereby incorporated by reference as though fully set

forth herein.

49. The Parties hereto agree to cooperate with one another in seeking Court approval of

this Settlement and to use their best efforts to consummate this Settlement.

50. Each Party will exert every reasonable effort and will act reasonably and in good faith

to agree upon and execute such other documentation as may be required in order to implement and

obtain preliminary and final approval by the Court of this Settlement. If the Parties are unable to

agree upon the form of documentation necessary to effectuate this Settlement and to obtain

preliminary and final approval of this Settlement, the Parties agree that they will bring any

unresolved disputes as to the form of documentation to the attention of the Court for resolution. No

Party shall seek to evade its good faith obligations to seek approval and implementation of this

Settlement by virtue of any rulings, orders, governmental report, the results of the settlement

administration process, or other development, whether in the Actions or in any other action, or

otherwise, that might hereinafter occur and might be deemed to alter the relative strengths of the

Parties with respect to any claim or defense or their relative bargaining power with respect to

negotiating a settlement, other than as permitted in this Stipulation.

51. The Parties, by their undersigned counsel, have arrived at this Stipulation as a result

of arm's-length negotiations and after consultations with their respective experts.

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52. Each Invesco/AIM Corporate Defendant contributing to the Settlement Amount

warrants as to himself, herself or itself that, as to the payments already made by or on behalf of him,

her or it into the Escrow Account, at the time of such payment, such Invesco/AIM Corporate

Defendant was not insolvent, nor will any other payment required to be made by or on behalf such

Invesco/AIM Corporate Defendant under this Stipulation render him, her or it insolvent, within the

meaning of and/or for the purposes of the United States Bankruptcy Code, including § § 101 and 547

thereof. This warranty is made by each such Invesco/AIM Corporate Defendant and not by such

Invesco/AIM Corporate Defendant's counsel.

53. If a case is commenced in respect of any Invesco/AIM Corporate Defendant

contributing to the Settlement Amount (or any insurer contributing funds to the Settlement Amount

on behalf of any invesco/AIM Corporate Defendant) under Title 11 of the United States Code

(Bankruptcy), or a trustee, receiver, conservator, or other fiduciary is appointed under any similar

law, and in the event of the entry of a final order of a court of competent jurisdiction determining

that the payment of the Settlement Amount, or any portion thereof, or any other payment by or on

behalf of such Invesco/AIM Corporate Defendant for the benefit of the Investor Class or the

Invesco/AIM Fund Shareholders constitutes a preference, voidable transfer, fraudulent transfer or

similar transaction and any portion thereof is required to be returned, and such amount is not

promptly deposited by others into the Escrow Account then, at the election of Plaintiffs' Counsel, the

Parties hereto shall jointly move the Court to vacate and set aside the releases given and the Order

and Final Judgment entered in favor of the Invesco/AIM Advisor Released Parties pursuant to this

Stipulation, which releases and Order and Final Judgment shall be null and void, and the parties shall

be restored to their respective positions in the litigation as of the date a day prior to the date of the

execution of the Term Sheet, and the Settlement Sum shall be returned as provided in paragraph

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46(a) above.

54. The Parties hereto intend for this Settlement to be a final and complete resolution of

all disputes asserted or which could be asserted by Plaintiffs or the Class Members against the

Invesco/AIM Advisor Released Parties with respect to the Released Claims. Accordingly, Plaintiffs

and the Invesco/AIM Advisor Defendants agree not to assert in any forum that the litigation was

brought by Plaintiffs or defended by the Invesco/AIM Advisor Defendants in bad faith or without a

reasonable basis. The Parties hereto shall not assert any claims of any violation of Rule 11 of the

Federal Rules of Civil Procedure relating to the prosecution, defense, or settlement of the Actions.

The Parties agree that the settlement consideration and the other terms of the Settlement were

negotiated at arm's-length in good faith by the Parties, and reflect a settlement that was reached

voluntarily after consultation with experienced legal counsel.

55. Until such date as this Stipulation is publicly filed, unless Invesco/AIM Counsel or

Plaintiffs' Counsel concludes that disclosure is required by applicable law, regulation or order of a

court or administrative body having competent jurisdiction over one or more of the Parties, the

Parties shall not disclose the substance of any negotiations leading to the Term Sheet or this

Stipulation, or any of their terms, without prior notice to and consent of Plaintiffs' Counsel and the

Invesco/AIM Advisor Defendants. Plaintiffs' Counsel and the Invesco/AIM Advisor Defendants

shall not unreasonably withhold consent to publication of the fact of the execution of the Term Sheet

or this Stipulation. Plaintiffs' Counsel and Invesco/AIM Counsel shall provide drafts of any

proposed press releases concerning the Term Sheet or this Stipulation to each other and shall

consider in good faith any comments of the other prior to the dissemination of such a press release.

56. The headings herein are used for the purpose of convenience only and are not meant

to have legal effect.

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57. The administration and consummation of this Settlement shall be under the authority

of the Court, and the Court shall retain jurisdiction for the purpose of entering orders providing for

awards of attorneys' fees and expenses to Plaintiffs' Counsel and enforcing the terms of this

Stipulation, and all Parties submit to the jurisdiction of the Court for such purposes.

58. This Stipulation, and all attachments hereto, reflect the entirety of the agreement

among the Parties hereto concerning the settlement of the Actions with the Invesco/AIM Advisor

Defendants, and no representations, warranties, or inducements have been made by any Party hereto

concerning this Stipulation, or any of the attachments hereto, other than those contained and

memorialized in such documents.

59. This Stipulation may be amended or modified only by a written instrument signed by,

or on behalf of, all of the undersigned Parties or their successors in interest.

60. The construction, interpretation, operation, effect and validity of this Stipulation,

and all documents necessary to effectuate this Settlement, shall be governed by the internal laws

of the State of Maryland without regard to conflicts of laws, except to the extent that federal law

requires that federal law governs.

61. Except as otherwise expressly provided in this Stipulation, each Party shall bear its

own costs and expenses in connection with the prosecution and settlement of the Actions.

62. No opinion or advice concerning the tax consequences of this Settlement to any

individual Investor Class Members is being given or will be given by the Invesco/AIM Advisor

Defendants; nor is any representation or warranty in this regard made by virtue of this Stipulation.

Each Investor Class Member's tax obligations, and the determination thereof, are the sole

responsibility of the Investor Class Member, and it is understood that the tax consequences may vary

depending on the particular circumstances of each individual Investor Class Member.

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63. This Stipulation shall not be construed more strictly against one Party than another

merely by virtue of the fact that it, or any part of it, may have been prepared by counsel for one of

the Parties, it being recognized that it is the result of arm's-length negotiations between the Parties

and all Parties have contributed substantially and materially to the preparation of this Stipulation.

64. All counsel executing this Stipulation warrant and represent that they have the full

authority to do so on behalf of the respective clients listed under their signatures below, and further

represent and warrant that they have the authority to take appropriate action required or permitted to

be taken pursuant to this Stipulation to effectuate its terms with respect to this Settlement.

65. Without further order of the Court, the Parties hereto may agree to reasonable

extensions of time to carry out their obligations under this Stipulation.

66. This Stipulation shall be binding upon and inure to the benefit of the Parties hereto

and their respective heirs, executors, administrators, successors and assigns, and upon any

corporation or other entity into or with which any Party hereto may merge or consolidate, provided,

however, that no assignment by any Party shall operate to relieve such Party of its obligations

hereunder.

67. The waiver by one Party of any breach of this Stipulation by another Party shall not

be deemed a waiver of any other prior or subsequent breach of this Stipulation.

68. This Stipulation may be executed in one or more original, photocopied, electronically

scanned or facsimile counterparts. All executed counterparts and each of them shall be deemed to be

one and the same instrument.


Dated: January 15, 2010 BERNSTEIN LITOWITZ BERGER & GROSSMANN LLP

By:____ Chad J nson Willi C. F ericks Jerald en-Wi11ner

1285 Avenue of the Americas New York, NY 10019 (212) 554-1400

Lead Counsel for the Investor Class Lead Plaintiff and the Investor Class

WOLF HALDENSTEIN ADLER FREEMAN & HERZ LLP

By: Mark C. Rifkin Demet Basar

270 Madison Ave. New York, NY 10016 Tel: 212-545-4600

Lead Counsel for the Fund Derivative Plaintiffs

HARWOOD FEFFER LLP

By: Robert Ira Harwood Samuel Rosen

488 Madison Avenue, Suite 801 New York, NY 10022 Tel: (212) 935-7400

Lead Counsel for the ERISA Class Lead Plaintiff and the ERISA Class

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Dated: January 15, 2010 BERNSTEIN LITOWITZ BERGER & GROSSMANN LLP

By: Chad Johnson William C. Fredericks Jerald Bien-Willner


Lead Gounselfor the Investor Class Lead Plaintiff and the Investor Class

WOLF HALDENSTEIN ADLER

F;rk

7AN& HEI P

By: C. Rifkin I

Demet Basar 270 Madison Ave. New York, NY 10016 Tel: 212-545-4600

Lead Counsel for the Fund Derivative Plaintiffs

HARWOOD FEFFER LLP

By: Robert Ira Harwood Samuel Rosen


Lead Gounselfor the ERISA Class Lead Plaintiff and the ERISA Class


Dated: January 15, 2010 BERNSTEIN LITOWITZBERGER & GROSSMANN LLP

By: Chad Johnson William C. Fredericks Jerald Bien-Wiliner


Lead Counsel for the Investor Class Lead Plaintiff and the Investor Class

WOLF HALDENSTEIN ADLER FREEMAN & HERZ LLP

By: Mark C. Rifkin Dernet Basar

270 Madison Ave. New York, NY 10016 Tel: 212-545-4600

Lead Counselfor the Fund Derivative Plaintiffs

HARWOOD FEFFER LLP

By: Bert Ira H ood Samuel Rosen


Lead Counselfor the ERISA Class Lead Plaintiff and the ERISA Class

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DEBEVOISE & PLIMPTON LLP

Byw.:AA ,,- Maura K. Monaghan Maeve O'Connor

919 Third Avenue New York, NY 10022 Tel: 212-909-6000

Counselfor Defendants A I MAdvisors, Inc., A I M Distributors, Inc., A I M Investment Services, Inc., A I M Investments, Inc., A I M Management Group, Inc., AM VESCAP National Trust Company, AMVES CA P PLC, AMVESCAP Retirement, Inc., A VZ, Inc., Fund Management Company, JiVVESCO PLC, Invesco Asset Management Limited, Invesco Distributors, Inc., Invesco Funds Group, Inc., Invesco Global Asset Management (N.A.), Invesco Holding Company Limited, Invesco Institutional (NA.), Inc., and Invesco National Trust Company

BAKER BOTTS LLP

By: Samuel J. Waldon James R. Doty

1299 Pennsylvania Avenue, N.W. Washington, DC 20004 Tel: (202) 639-7700 Fax: (202) 639-7890

Attorneys for Defendant Timothy J. Miller

HOLME ROBERTS & OWEN LLP

By: Michael J. Hofmann

1700 Lincoln Street, Suite 4100 Denver, CO 80203 Tel: (303) 861-7000 Fax: (303) 866-0200

Attorneys for Defendant Michael B. Legoski

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DEBEVOISE & PLIMPTON LLP

By: Maura K. Monaghan Macye O'Connor


Counsel for Defendants A I MAdvisors, Inc., A I M Distributors, Inc., A I M Investment Services, Inc., A I M Investments, Inc., A I M Management Group, Inc., AMVESCAP National Trust Company, AMVES CA P PLC, AMVES CAP Retirement, Inc., A VZ, Inc., Fund Management Company, INVESCO PLC, Invesco Asset Management Limited, Invesco Distributors, Inc., In vesco Funds Group, Inc., In vesco Global Asset Management ('N.A.), Invesco Holding company Limited, invesco Institutional (N.A.), Inc., and Invesco National Trust Company

BAKER BOTI'S LLP

Samuel J. Wald James R. Doty




By: Michael J. Hofmann

1700 Lincoln Street, Suite 4100 Denver, CO 80203 Tel: (303) 861-7000 Fax: (303) 866-0200

Attorneys for Defendant Michael D. Legoski

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D1BEVOISE & PLIMPTON LLP

By: Maura K. Monaghan Maeve O'Connor


Gounselfor Defendants A I MA dvisors, Inc., A I M Distributors, Inc., A IMInvestment Services, Inc., A I M Investments, Inc., A I M Management Group, Inc., AMVES CAP National Trust Company, AMVES CA P PLC, AM VES CA P Retirement, Inc., A VZ, Inc., Fund Management Company, Th'VESCO PLC, Invesco Asset Management Limited, Invesco Distributors, Inc., Invesco Funds Group, Inc., Invesco Global Asset Management (N.A.), Invesco holding Company Limited, Invesco Institutional(NA.), Inc., and Invesco National Trust Company

BAKER I3OTTS LLP

By: Samuel J. Waldon James R, Doty




By: Michael J. Ho mann

1700 Lincoln Street, Suite 4100 Denver, CO 80203 Tel: (303) 861-7000 Fax: (303)866-0200

Attorneys for Defendant Michael D. Legoski

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110 WREY SIMON ARNO

B) Ri ar W,Beckler Joseph Walker

1299 Pennsylvania Avenue, N.W. Washington, DC 20004 Tel: (202) 383-0800 Fax: (202)383-6610

Attorneys for Defendant Thomas A. Kolbe

KASOWITZ BENSON TORRES & FRIEDMAN LLP

By: Marc E. Kasowitz Daniel J. Fetterman John C. Canoni

1633 Broadway New York, NY 10019 Tel: (212) 506-1700 Fax: (212) 506-1800

A/torn eysfc'r Defendant Raymond R. Cunningham

W[LMER CUTLER PICKE RING HALE & DORR LLP

By: Harry J. Weiss


Attorneys for Defendant Mark H. Williamson

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#323385.8


HOWREY SIMON ARNOLD & WHITE LLP

By: Richard W. Beckler Joseph Walker


Attorneys for Defendant Thomas A Kolbe


By: 1'ac E. Kasowitz (Iiie1 J. Fetterman John C. Canoni

1633 Broadway New York, NY 10019 Tel: (212) 506-1700 Fax: (212) 506-1800

Attorneys for Defendant Raymond R. Cunningham

WILMER CUTLER PICKERING HALE &DORRLLP

By: Harry J. Weiss



- -

#323385.8


HOWREY SIMON ARNOLD & WHITE LLP

By. Richard W. Beckler Joseph Walker


Attrn eys for Defendant Thomas A. Kolbe


By: Marc E. Kasowitz Daniel J. Fetterman John C. Canoni

1633 Broadway New York, NY 10019 Tel: (212) 506-1700 Fax: (212)506-1800

Attorneys for Defendant Raymond R. Cunningham

WILMER CUTLER PICKERING HALE & DORR LLP

By: Harry J. Weiss



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#323385.8


SCHEDULE A

INVESCO Dynamics Fund

INVESCO Telecom Fund

INVESCO Health Science Fund

[NVESCO Technology Fund

INVESCO Small Company Growth Fund

INVESCO European Fund

INVESCO Growth Fund

INVESCO Financial Services Fund

INVESCO Energy Fund

INVESCO Leisure Fund

[NVESCO Endeavor Fund

INVESCO Growth & Income Fund

INVESCO Real Estate Fund

INVESCO Core Equity Investment Fund

Documents

In re Mutual Funds Investment Litigation 03-CV …securities.stanford.edu/filings-documents/1029/AVZ03-01/...AMVESCAP Retirement, Inc., AVZ, Inc., Fund Management Company, INVESCO