Aim Variable Insurance Funds N-14Registration statement for investment companies business combination

[January __, 2021]

A special meeting (together with any postponements or adjournments thereof, the “Meeting”) of the shareholders of the series of AIM Variable Insurance Funds (Invesco Variable Insurance Funds) (the “Trust”) identified below (each, a “Target Fund” and together, the “Target Funds”), will be held over the internet in a virtual meeting format on April 5, 2021 at 1:00 p.m., Central time, to vote on the following proposal:

To approve an Agreement and Plan of Reorganization (the “Agreement”) that provides for the reorganization of each Target Fund listed in the table below into the corresponding Acquiring Fund listed in the table below (each, an “Acquiring Fund” and together, the “Acquiring Funds”), each a series of the Trust, including: (a) the transfer of the assets and assumption of the liabilities of the Target Fund by the Acquiring Fund in exchange for shares of a corresponding class of the Acquiring Fund; (b) the distribution of such shares of the corresponding class to the shareholders of the Target Fund; and (c) the distribution of shares in complete liquidation of the Target Fund and the cancellation of the outstanding shares of the Target Fund (each, a “Reorganization”).

The reorganization of Invesco V.I. Value Opportunities Fund into Invesco V.I. American Value Fund is referred to herein as the “Value Reorganization,” and the reorganization of Invesco V.I. Managed Volatility Fund into Invesco V.I. Equity and Income Fund is referred to herein as the “Managed Volatility Reorganization” (together with the Value Reorganization, the “Reorganizations”). The Target Funds and the Acquiring Funds are referred to collectively herein as the “Funds.”

Shareholders of record as of the close of business on January 5, 2021 are entitled to notice of, and to vote at, the Meeting, or any adjournment thereof.  Shareholders of each Target Fund will vote separately on the proposal, and the proposal will be effected as to a Reorganization only if that Target Fund’s shareholders approve the proposal. If the shareholders of a Target Fund vote to approve the Agreement, then shareholders of the Target Fund will become shareholders of the corresponding Acquiring Fund on or about April 30, 2021, and will no longer be shareholders of the Target Fund.

Each Target Fund is generally sold only to separate accounts of various insurance companies (“Participating Insurance Companies”) to fund the benefits of variable annuity or variable life insurance policies.  Individual variable annuity or life insurance policy owners (“Contract Owners”) are not the shareholders of record of the Target Funds.  Rather, the insurance companies and their separate accounts are the shareholders.  However, the Participating Insurance Companies are furnishing this Proxy Statement/Prospectus to Contract Owners and, except as otherwise might be required by applicable law, each insurance company will offer Contract Owners the opportunity to instruct it as to how it should vote shares held by it and the separate accounts on the proposal to be considered at the Meeting.  Contract Owners may provide voting instructions on how to vote shares held through their variable annuity contract or variable life insurance policy at the Meeting or any adjournment of the Meeting.

The Board of Trustees that oversees each Target Fund (the “Board”) requests that the Participating Insurance Companies and any other direct shareholders of the Target Fund vote their shares by completing the enclosed proxy card and returning it in the enclosed postage paid return envelope.  If you are a Contract Owner, the Participating Insurance Companies request that you provide voting instructions by completing the enclosed voting instruction card and returning it in the enclosed postage paid return envelope, or by voting by telephone or via the internet, if available, using the instructions on the voting instruction card.

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

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

This Proxy Statement/Prospectus contains information that shareholders of the Invesco V.I. Value Opportunities Fund and Invesco V.I Managed Volatility Fund (each, a “Target Fund” and together, the “Target Funds”), each a series of AIM Variable Insurance Funds (Invesco Variable Insurance Funds) (the “Trust”), should know before voting on the proposed reorganizations that are described herein and should be retained for future reference.  This document is both the proxy statement of each Target Fund and also a prospectus for each of Invesco V.I. American Value Fund and Invesco V.I. Equity and Income Fund (each, an “Acquiring Fund” and together, the “Acquiring Funds”), which are also series of the Trust.  The Trust is a registered open-end management investment company.  The Target Funds and the Acquiring Funds collectively are referred to as the “Funds” and individually as a “Fund.”

A special meeting of the shareholders of each Target Fund will be held over the internet in a virtual meeting format on April 5, 2021 at 1:00 p.m., Central time (together with any adjournments or postponements thereof, the “Meeting”).  At the Meeting, shareholders of each Target Fund will be asked to consider the following proposal:

The Agreement provides for: (a) the transfer of the assets and assumption of the liabilities of each Target Fund by its corresponding Acquiring Fund in exchange for shares of a corresponding class of the Acquiring Fund; (b) the distribution of such shares of the corresponding class to the shareholders of the Target Fund; and (c) the distribution of shares in complete liquidation of the Target Fund and the cancellation of the outstanding shares of the Target Fund (each, a “Reorganization”). The reorganization of Invesco V.I. Value Opportunities Fund into Invesco V.I. American Value Fund is referred to herein as the “Value Reorganization,” and the reorganization of Invesco V.I. Managed Volatility Fund into Invesco V.I. Equity and Income Fund is referred to herein as the “Managed Volatility Reorganization” (together with the Value Reorganization, the “Reorganizations”).

Each Target Fund generally is sold only to separate accounts (the “Accounts”) of various insurance companies (the “Participating Insurance Companies”) to fund the benefits of variable annuity and/or variable life insurance policies (the “Contracts”). The Accounts may invest in shares of a Target Fund in accordance with allocation instructions received from owners of the Contracts (“Contract Owners”). Such allocation rights, as well as sales charges and other expenses imposed on Contract Owners by the Contracts, are further described in the Contract prospectus. Individual Contract Owners are not the shareholders of the Target Funds. Rather, the insurance companies and their Accounts are the shareholders. However, the Participating Insurance Companies are furnishing this Proxy Statement/Prospectus to Contract Owners and each Participating Insurance Company will offer Contract Owners the opportunity to instruct it as to how it should vote shares held by it and the Accounts on the proposal to

For purposes of this Proxy Statement/Prospectus, the terms “shareholder,” “you,” and “your” may refer to: (i) Contract Owners; (ii) Accounts and participating insurance companies, as direct owners of Target Fund shares; and (iii) any other direct shareholders of a Target Fund, unless the context otherwise requires.

If the shareholders of a Target Fund vote to approve the Agreement and Plan of Reorganization (the “Agreement”), then shareholders of the Target Fund will become shareholders of the corresponding Acquiring Fund on or about April 30, 2021, and will no longer be shareholders of the Target Fund.  The total value of the Acquiring Fund shares of each class that shareholders will receive in a Reorganization will be the same as the total value of the shares of each class of the Target Fund that shareholders held immediately prior to the Reorganization.  Provided that the Contracts qualify to be treated as life insurance contracts or as annuity contracts under the applicable provisions of the Internal Revenue Code of 1986, as amended (the “Code”), each Reorganization is anticipated to be a tax-free transaction, meaning that shareholders should not be required to pay any federal income tax in connection with the Reorganization.  No sales charges or redemption fees will be imposed in connection with a Reorganization.

The Board has fixed the close of business on January 5, 2021 as the record date (“Record Date”) for the determination of shareholders entitled to notice of and to vote at the Meeting and at any adjournment thereof.  Shareholders of a Target Fund on the Record Date will be entitled to one vote for each share of the Target Fund held (and a proportionate fractional vote for each fractional share).  This Proxy Statement/Prospectus, the enclosed Notice of Special Meeting of Shareholders and the enclosed proxy card/voting instruction card will be mailed on or about [February 8], 2021 to all Contract Owners eligible to provide voting instructions on a Reorganization.

The Board has approved the Agreement and has determined that each Reorganization is in the best interests of the Target Fund and the corresponding Acquiring Fund and will not dilute the interests of the existing shareholders of the Target Fund or the Acquiring Fund.  If shareholders of a Target Fund do not approve the Reorganization, the Board will consider what further action is appropriate. Neither Reorganization is contingent upon shareholder approval of the other Reorganization.

The above mentioned documents are on file with the Securities and Exchange Commission (the “SEC”).  The current prospectus of each Target Fund is incorporated herein by reference and is legally deemed to be part of

Copies of all of these documents are available upon request without charge by visiting or writing to the Target Fund, at 11 Greenway Plaza, Suite 1000, Houston, Texas 77046-1173, or calling 1-800-959-4246.

You also may view or obtain these documents on the EDGAR Database on the SEC’s Internet site at http://www.sec.gov, and copies of this information may be obtained, after paying a duplicating fee, by electronic request at the following e-mail address: publicinfo@sec.gov.

Shareholders of each Target Fund are being asked to consider and approve an Agreement that will have the effect of reorganizing the Target Fund with and into the corresponding Acquiring Fund, as summarized below.  The Agreement provides for (a) the transfer of the assets (as defined in the Agreement) and assumption of the liabilities (as defined in the Agreement) of each Target Fund by its corresponding Acquiring Fund in exchange for shares of a corresponding class of the Acquiring Fund; (b) the distribution of such shares of the corresponding class to the shareholders of the Target Fund; and (c) the distribution of shares in complete liquidation of the Target Fund and the cancellation of the outstanding shares of the Target Fund (each, a “Reorganization”).

The following is a summary of certain information contained elsewhere in this Proxy Statement/Prospectus, in the Agreement, and/or in the prospectuses and SAIs of the Funds.  Shareholders should read the entire Proxy Statement/Prospectus and the prospectus of the corresponding Acquiring Fund carefully for more complete information.

If you are a shareholder of a Target Fund, you are being asked to consider and approve, and if you are a Contract Owner with shares of the Target Fund attributable to your Contract, you are being asked to consider and provide voting instructions to approve, the Agreement under which the Target Fund’s assets will be acquired and its liabilities assumed by the corresponding Acquiring Fund.  Each Target Fund is sold only to Accounts of various Participating Insurance Companies to fund the benefits of Contracts.  Contract Owners are not the shareholders of the Target Funds.  Rather, the Participating Insurance Companies and their Accounts are the shareholders.  However, the Participating Insurance Companies are furnishing this Proxy Statement/Prospectus to Contract Owners and each Participating Insurance Company will offer Contract Owners the opportunity to instruct it as to how it should vote shares of the Target Fund attributable to such Contract Owner’s Contract on the proposal to be considered at the Meeting.  If you simply sign the voting instruction card without otherwise completing it, the shares will be voted “FOR” the Reorganization.  If you do not return a voting instruction card at all, your shares will be voted in the same proportion as shares for which instructions have been received from other owners of registered variable annuity and variable life insurance contracts of your insurance company.

If the shareholders of a Target Fund vote to approve the Agreement, then shareholders of the Target Fund will become shareholders of the corresponding Acquiring Fund on or about April 30, 2021, and will no longer be shareholders of the Target Fund.  Shareholders of a Target Fund will receive shares of the corresponding Acquiring Fund (“Acquiring Fund Shares”) with an aggregate net asset value (“NAV”) equivalent to their investment in the corresponding class of shares of the Target Fund as noted in the chart below.  The Reorganization will result in your holding indirectly through your variable annuity contract or variable life insurance policy the corresponding Acquiring Fund Shares.

Because the Funds have different NAVs per share, the number of Acquiring Fund Shares that you receive will likely be different than the number of shares of the Target Fund that you own, but the total value of your investment will be the same immediately before and after the exchange.  After the Acquiring Fund Shares are distributed to a Target Fund’s shareholders, the Target Fund will be completely liquidated and dissolved.

Yes.  The Board has carefully reviewed the proposal and unanimously approved the Agreement and the Reorganization.  The Board recommends that shareholders of each Target Fund vote and Contract Owners provide voting instructions in favor of the Agreement.

The Reorganizations are designed to allow Invesco Ltd. (“Invesco”), the indirect parent company of Invesco Advisers, Inc,. the Funds’ investment adviser (“Invesco Advisers”), to put forth its most compelling investment processes and strategies and reduce product overlap. The Reorganizations are also intended to create larger combined Funds with a more diversified shareholder base and a larger asset base against which fixed dollar costs may be allocated and potentially create economies of scale to benefit shareholders.

In considering the Reorganizations and the Agreement, the Board considered these and other factors in concluding that the Reorganizations would be in the best interests of the Funds.  The Board’s considerations are described in more detail in the “THE PROPOSED REORGANIZATIONS - Board Considerations in Approving the Reorganizations” section below.

Immediately after a Reorganization, you will hold through your variable annuity contract or variable life insurance policy shares of a class of the corresponding Acquiring Fund that are equal in value to the shares of the corresponding class of the Target Fund that you held immediately prior to the closing of the Reorganization.  The principal differences between each Target Fund and the corresponding Acquiring Fund are described in this Proxy Statement/Prospectus.  The prospectus of the Acquiring Fund that corresponds to the Target Fund that you own that accompanies this Proxy Statement/Prospectus contains additional information about the Acquiring Fund that you will hold shares of following the Reorganization, if approved by shareholders.

Combining the assets of the Invesco V.I. Value Opportunities Fund ($69,024,483 as of June 30, 2020), and the Invesco V.I. American Value Fund ($230,884,482 as of June 30, 2020), and combining the assets of the Invesco V.I. Managed Volatility Fund ($30,456,835 as of November 13, 2020), and the Invesco V.I. Equity and Income Fund ($1,218,381,149 as of November 13, 2020) will allow the fixed costs of the Funds to be spread over a larger asset base.

The total cost of the Value Reorganization is estimated to be $114,000, of which $57,000 will be borne by Invesco Advisers and $57,000 will be borne by Invesco V.I. Value Opportunities Fund. The total cost of the Managed Volatility Reorganization is estimated to be $83,000, which will be borne by Invesco V.I. Managed Volatility Fund. The costs of the Reorganizations include legal counsel fees, independent accountant fees, expenses related to the printing and mailing of this Proxy Statement/Prospectus and fees associated with the proxy solicitation but do not include any portfolio transaction costs arising from the Reorganizations.

There will be no change in value.  Upon approval and completion of a Reorganization, shares of the Target Fund will be exchanged for shares of the Acquiring Fund based upon a specified exchange ratio determined by the respective net asset values of the Funds’ shares.  Your Contract will be credited with the corresponding Acquiring Fund shares whose aggregate value at the time of issuance will equal the aggregate value of Target Fund shares held under your Contract on that date.

Investment Objectives.  The Acquiring Funds and Target Funds have substantially similar investment objectives. For the Value Reorganization, the Acquiring Fund seeks long-term capital appreciation and the Target Fund seeks long-term growth of capital.  For the Managed Volatility Reorganization, the Funds seek both capital appreciation and current income, but the Target Fund does so while seeking to manage portfolio volatility.  Each

Investment Strategies and Risks.  The principal investment strategies of each Acquiring Fund are similar to the principal investment strategies of the corresponding Target Fund, although the Acquiring Fund may invest in different types of investments and has different investment policies and limitations than the Target Fund.  As a result, the risks of owning shares of each Acquiring Fund are similar to the risks of owning shares of the corresponding Target Fund, although the risks of the Funds may not be exactly the same.  The section below entitled “ADDITIONAL INFORMATION ABOUT THE FUNDS - Comparison of Investment Objectives, Principal Investment Strategies, Principal Investments and Principal Risks” compares the principal investment strategies and risks of each Target Fund and the corresponding Acquiring Fund and highlights certain key differences.

The tables below provide a summary comparison of the expenses of each Target Fund and the corresponding Acquiring Fund, as well as estimated expenses on a pro forma basis giving effect to the proposed Reorganization.  Pro forma management fees for the Invesco V.I. American Value Fund have been adjusted to reflect the new advisory fee rates in effect for the Acquiring Fund scheduled to be effective upon the closing of the Reorganization based on pro forma combined net assets. The pro forma expense ratios show projected estimated expenses, but actual expenses may be greater or less than those shown. For accounting and financial information purposes, each Acquiring Fund will be the accounting survivor of a Reorganization.

These Examples are intended to help you compare the costs of investing in different classes of a Target Fund and the corresponding Acquiring Fund with the cost of investing in other mutual funds.  Pro forma combined costs of investing in different classes of an Acquiring Fund after giving effect to the Reorganization of the corresponding Target Fund into the Acquiring Fund are also provided.  All costs are based upon the information set forth in the Fee Tables above.

These Examples are not a representation of past or future expenses.  Each Fund’s actual expenses, and an investor’s direct and indirect expenses, may be more or less than those shown.  The table and the assumption in the Examples of a 5% annual return are required by regulations of the SEC applicable to all mutual funds.  The 5% annual return is not a prediction of and does not represent the Funds’ projected or actual performance.

For further discussion regarding the Board’s consideration of the fees and expenses of the Funds in approving the Reorganizations, see the section entitled “THE PROPOSED REORGANIZATIONS - Board Considerations in Approving the Reorganizations” in this Proxy Statement/Prospectus.

The performance history of each Fund for certain periods as of September 30, 2020 is shown below.  The returns below may not be indicative of a Fund’s future performance.

The table below compares the performance history of each Acquiring Fund’s oldest share class to the performance history of the comparable class of the corresponding Target Fund as of September 30, 2020.  Other classes of shares that are not presented would have had substantially similar annual returns because the shares are invested in the same portfolio of securities and the annual returns will differ only to the extent that the classes do not have the same expenses.  The Series I shares and Series II shares of each Fund invest in the same portfolio of

Each Fund is overseen by the same Board and officers.  In addition, Invesco Advisers, a registered investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), serves as primary investment adviser for each Fund pursuant to an investment advisory agreement that contains substantially identical terms (except for fees) for each Fund. For the Value Reorganization, the advisory fee for the Acquiring Fund is higher than the advisory fee of the Target Fund at all breakpoint levels. The Board approved lowering the contractual advisory fee schedule of Invesco V.I. American Value Fund so that its advisory fees will be the same as those of Invesco V.I. Value Opportunities Fund at all breakpoints effective and contingent on the closing of the Reorganization.  For the Managed Volatility Merger, the advisory fee for the Acquiring Fund is lower than the advisory fee of the Target Fund at all breakpoint levels.

During the fiscal year ended December 31, 2019, Invesco Advisers received compensation of 0.69% of Invesco V.I. Value Opportunity Fund’s average daily net assets, after fee waivers and/or expense reimbursements.  During the fiscal year ended December 31, 2019, Invesco Advisers received compensation of 0.72% of Invesco V.I. American Value Fund’s average daily net assets, after fee waivers and/or expense reimbursements. Such fee waivers and/or reimbursements are not subject to any recoupment by Invesco Advisers.

During the fiscal year ended December 31, 2019, Invesco Advisers received compensation of 0.59% of Invesco V.I. Managed Volatility Fund’s average daily net assets, after fee waivers and/or expense reimbursements.  During the fiscal year ended December 31, 2019, Invesco Advisers received compensation of 0.37% of Invesco V.I. Equity and Income Fund’s average daily net assets, after fee waivers and/or expense reimbursements. Such fee waivers and/or reimbursements are not subject to any recoupment by Invesco Advisers.

Invesco Advisers is located at 1555 Peachtree Street, N.E., Atlanta, Georgia 30309.  Invesco Advisers has acted as an investment adviser since its organization in 1976.  As of October 20, 2020, Invesco Advisers had $603.7 billion under management.  Invesco Advisers is an indirect, wholly owned subsidiary of Invesco.

The Master Investment Advisory Agreement (Advisory Agreement) provides that, in fulfilling its responsibilities, Invesco Advisers may engage the services of other investment managers with respect to the Funds.

Invesco Advisers has entered into Sub-Advisory Agreements with certain affiliates to serve as sub-advisers to the Funds (each a Sub-Adviser), pursuant to which these affiliated sub-advisers may be appointed by Invesco Advisers from time to time to provide discretionary investment management services, investment advice, and/or order execution services to the Funds.  These affiliated sub-advisers, each of which is a registered investment adviser under the Advisers Act, are Invesco Asset Management (Japan) Limited, Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Canada Ltd., Invesco Hong Kong Limited, Invesco Senior Secured Management, Inc., Invesco Capital Management LLC and Invesco Asset Management (India) Private Limited.  Invesco Advisers and each Sub-Adviser are indirect wholly-owned subsidiaries of Invesco.

Each Sub-Adviser is located at the address listed below.

Invesco Asset Management (Japan) Limited

Roppongi Hills Mori Tower 14F

6-10-1 Roppongi

Minato-ku, Tokyo 106-6114

Invesco Asset Management Deutschland GmbH

An der Welle 5

1st Floor

Frankfurt, Germany 60322

Invesco Asset Management Ltd.

Perpetual Park Drive

Henley-on-Thames

Oxfordshire RG9 1HH

United Kingdom

Invesco Canada Ltd.

5140 Yonge Street Suite 800

Toronto, Ontario Canada M2N 6X7

Invesco Hong Kong Limited

41/F Champion Tower

3 Garden Road, Central

Hong Kong

Invesco Senior Secured Management, Inc.

225 Liberty Street

New York, NY 10281

Invesco Capital Management, LLC

3500 Lacey Road Suite 700

Downers Grove, IL 60515

Invesco Asset Management (India) Private Limited

2101-A, A Wing, 21st Floor, Marathon Futurex,

N. M. Joshi Marg, Lower Parel

Mumbai, Maharashtra, India, 400 013

The other key service providers to the Target Funds and Acquiring Funds, including the administrator, transfer agent, distributor, custodian, and auditor, are the same and provide the same or substantially the same services to the Funds.  Each Acquiring Fund’s prospectus and SAI describe the services and other arrangements with these service providers.

The purchase and redemption procedures and exchange policies for each class of the Target Funds are the same as those of the corresponding class of the Acquiring Funds.  Both the Target Funds and Acquiring Funds offer shares only through insurance companies and, as such, individual investors cannot purchase shares directly.  Instead, Contract Owners may contact their respective insurance companies or consult their Contract prospectuses for specific information regarding purchases and redemptions.

There are no sales charges for the share classes of the Target Funds and the Acquiring Funds.  Series II shares of the Target Funds and the Acquiring Funds have higher expenses (and therefore lower performance) resulting from their Rule 12b-1 plan, which provides for a maximum fee equal to an annual rate of 0.25% (expressed as a percentage of average daily net assets of a Fund).  For more information on the distribution and shareholder servicing arrangements of the Funds, see the section entitled “Comparison of Share Classes and Distribution Arrangements.”

As described in more detail in “FEDERAL INCOME TAX CONSEQUENCES OF THE REORGANIZATIONS” below, a portion of a Target Fund’s portfolio assets may be sold in connection with the Reorganization as distinct from normal portfolio turnover.  Such repositioning of the Target Fund’s portfolio assets may occur before or after the closing of the Reorganization.  These sales may result in the realization of capital gains, which to the extent not offset by any available capital loss carryovers, would be distributed to shareholders.  However, since shares of the Funds must be purchased through separate accounts used to fund variable contracts, it is anticipated that any income dividends or capital gains distributed by the Funds will be exempt from current taxation by shareholders if left to accumulate within such separate account. Transaction costs also may be incurred due to the repositioning of the portfolio. Please see “Repositioning Costs” for information regarding the anticipated portfolio transaction costs.

The table below describes the principal risks that may affect each Fund’s investment portfolio.

For more information on the risks associated with the Acquiring Fund, see the “Investment Strategies and Risks” section of the Acquiring Fund’s SAI.

The table below describes the principal risks that may affect each Fund’s investment portfolio.

For purposes of an Acquiring Fund’s 80% policy stated above, “assets” means net assets, plus the amount of any borrowings for investment purposes. Derivatives and other instruments that have economic characteristics similar to the securities described above for the Fund may also be counted towards the Fund’s 80% policy.

The Distribution Plans compensate IDI for expenses incurred for the purpose of financing any activity that is primarily intended to result in the sale of Series II shares of the Funds.  Such activities include, but are not limited to, the following:  expenses relating to the development, preparation, printing and distribution of advertisements and sales literature and other promotional materials describing and/or relating to each Fund; expenses of training sales personnel regarding each Fund; expenses of organizing and conducting seminars and sales meetings designed to promote the distribution of the Series II shares; compensation to financial intermediaries and broker dealers to pay or reimburse them for their services or expenses in connection with the distribution of the Series II shares to fund variable annuity and variable insurance contracts investing directly in the Series II shares; compensation to sales personnel in connection with the allocation of cash values and premium of variable annuity and variable insurance contracts to investments in the Series II shares; compensation to and expenses of employees of IDI, including overhead and telephone expenses, who engage in the distribution of the Series II shares; and costs of administering each Plan.

IDI may from time to time waive or reduce any portion of its 12b-1 fee for Series II shares.  Voluntary fee waivers or reductions may be rescinded at any time without further notice to investors. During periods of voluntary fee waivers or reductions, IDI will retain its ability to be reimbursed for such fee prior to the end of each fiscal year.

The purchase procedures employed by each Target Fund and the corresponding Acquiring Fund are substantially the same.  Shares of the Funds are offered in connection with mixed and shared funding, i.e., to separate accounts of affiliated and unaffiliated insurance companies funding variable products. The Funds currently offer shares only to insurance company separate accounts.  The Acquiring Fund prospectuses enclosed with this Proxy Statement/Prospectus describe in detail how shareholders can purchase Acquiring Fund shares.

The redemption procedures employed by each Target Fund and the corresponding Acquiring Fund are substantially the same.  Each Fund ordinarily effects orders to purchase and redeem shares at the Fund’s next computed net asset value (NAV) after it receives an order.  Insurance companies participating in a Fund serve as the Fund’s designee for receiving orders of separate accounts that invest in the Fund.  Each Fund may postpone the right of redemption only under unusual circumstances, as allowed by the SEC, such as when the New York Stock Exchange (NYSE) restricts or suspends trading.  Although each Fund generally intends to pay redemption proceeds solely in cash, each Fund reserves the right to determine, in its sole discretion, whether to satisfy redemption requests by making payment in securities or other property (known as a redemption in kind).  Redemptions in kind may result in transaction costs and/or market fluctuations associated with liquidating or holding the securities, respectively.

Neither the Acquiring Funds nor the corresponding Target Funds maintain investment minimums with respect to their variable insurance investment products.  Investment minimums may, however, be imposed on Contract Owners by the Contract.  Consult your Contract prospectuses for details.

Each Target Fund and the corresponding Acquiring Fund are series of the same Delaware statutory trust, with the same governing instruments, including the declaration of trust and bylaws.  As a result, there are no material differences between the rights of shareholders under the governing state laws of the Target Funds and the Acquiring Funds.  Each share of an Acquiring Fund represents an equal proportionate interest with each other share of the Fund, and each such share is entitled to equal dividend, liquidation, redemption and voting rights, except where class voting is required by the Trust’s governing instruments, the Board or applicable law, in which case shareholders of a class will have exclusive voting rights on matters affecting only that class.  The assets and liabilities of each Fund are legally separate from the assets and liabilities of any other fund that is a series of the Trust.  More information about the voting, dividend and other rights associated with shares of the Funds can be found in each Fund’s SAI.

For more information with respect to each Fund concerning the following topics, please refer to the following sections of the Funds’ prospectuses: (i) see “Fund Management” for more information about the management of a Fund; (ii) see “Other Information” for more information about a Fund’s policy with respect to dividends and distributions; and (iii) see “Other Information” for more information about the pricing, purchase and redemption of shares of a Fund, tax consequences to shareholders of various transactions in shares of a Fund, and distribution arrangements of Series II shares of a Fund.

The terms and conditions under which each Reorganization may be consummated are set forth in the Agreement.  Significant provisions of the Agreement are summarized below.  A copy of the Agreement is attached as Exhibit D to this Proxy Statement/Prospectus.

With respect to each Reorganization, if shareholders of the Target Fund approve the Agreement and other closing conditions are satisfied, the assets of the Target Fund will be delivered to the Acquiring Fund’s custodian for the account of the Acquiring Fund in exchange for the assumption by the Acquiring Fund of the liabilities of the Target Fund and delivery by the Acquiring Fund to the Target Fund for further delivery to the holders of record as of the Effective Time (as defined below) of the issued and outstanding shares of the Target Fund of a number of shares of the Acquiring Fund (including, if applicable, fractional shares rounded to the nearest thousandth), having an aggregate net asset value equal to the value of the net assets of the Target Fund so transferred, all determined and adjusted as provided in the Agreement.  The value of the Acquiring Fund Shares attributable to your Contract immediately after the Reorganization will be the same as the value of your Target Fund’s shares attributable to your Contract immediately prior to the Reorganization.

The class or classes of Acquiring Fund shares that shareholders will receive in connection with a Reorganization will depend on the class or classes of Target Fund shares that shareholders hold, as described above under “Comparison of Share Classes and Distribution Arrangements.”

Each Target Fund and Acquiring Fund will be required to make representations and warranties in the Agreement that are customary in matters such as the Reorganizations.

If shareholders approve a Reorganization and if all of the closing conditions set forth in the Agreement are satisfied or waived, consummation of the Reorganization (the “Closing”) is expected to occur on or about April 30, 2021 (the “Closing Date”), as of the later of 7:01 pm Eastern time or the finalization of the Target Fund’s NAV, unless otherwise agreed by the parties (the “Effective Time”).  The consummation of a Reorganization is not conditioned on the consummation of any other Reorganization. However, the parties may choose to delay the consummation of a Reorganization so that both Reorganizations are consummated at the same time.  Following receipt of the requisite shareholder vote in favor of a Reorganization and as soon as reasonably practicable after the Closing, the outstanding shares of the Target Fund will be terminated in accordance with its governing documents and applicable law.

If shareholders of a Target Fund do not approve the Agreement or if a Reorganization does not otherwise close, the Board will consider what additional action to take.  The Agreement may be terminated, and a Reorganization may be abandoned at any time by mutual agreement of the parties.  The Agreement may be amended or modified in a writing signed by the parties to the Agreement.

In considering the proposed Reorganizations, the Board requested and received from Invesco Advisers, written materials containing relevant information about the Funds and the proposed Reorganizations, including, among other information, fee and expense information on an actual and pro forma estimated basis, and comparative portfolio composition and performance data.

At a Board meeting held on December 1, 2020, the Board considered the potential benefits and costs of the Reorganizations to the Target Funds, the Acquiring Funds and their respective shareholders, and whether a Target Fund would bear all or a portion of such Reorganization costs.  The Board reviewed detailed comparative information on the following topics with respect to the Target Fund and the Acquiring Fund: (1) investment objectives, strategies, policies, restrictions and principal risks; (2) portfolio management; (3) portfolio composition and transaction costs; (4) relative investment performance; (5) current and expected expense ratios and expense structures, including contractual investment advisory fees and expense caps; (6) the expected federal income tax consequences to the Funds; and (7) relative asset size and net purchase (redemption) trends.  The Board considered this information on a Reorganization-by-Reorganization and on a Fund-by-Fund basis. The Board did not identify any particular information or consideration that was all-important or controlling, and each individual Trustee may have attributed different weights to various factors.

The Board also considered the benefits to each Target Fund of: (1) combining with a similar fund to create a larger fund with a more diversified shareholder base, as well as a larger asset base against which fixed dollar costs may be allocated; and (2) the expected tax-free nature of the Reorganization for the Target Fund and its shareholders for federal income tax purposes.  The Board also considered Invesco’s overall goals of the reorganizations to reduce product overlap and to enable IDI to better focus on the combined funds to promote additional asset growth.

With respect to the Value Reorganization, the Board further considered that: (i) the investment objectives, strategies and related risks of the Target Fund and the Acquiring Fund are similar; (ii) Target Fund shareholders would become shareholders of a larger Fund with a lower effective advisory fee at combined current asset levels and an estimated lower overall total expense ratio on a pro forma basis; (iii) the Acquiring Fund’s contractual advisory fee schedule will be reduced at all asset levels; and (iv) Invesco Advisers’ agreement to limit the Acquiring Fund’s total expenses for at least one year following the closing of the Reorganization, so that such expenses do not exceed the Acquiring Fund’s expense cap, as set forth in the fee tables above.

With respect to the Managed Volatility Reorganization, the Board further considered that: (i) the investment objectives, strategies and related risks of the Target Fund and the Acquiring Fund are similar; (ii) Target Fund shareholders would become shareholders of a larger Fund with a lower effective advisory fee at combined current asset levels, a lower contractual advisory fee at all asset levels, and an estimated lower overall total expense ratio on a pro forma basis; (iii) the portfolio management team for the Target Fund and Acquiring Fund is the same, with the exception of one portfolio manager for the Target Fund who is not a portfolio manager for the Acquiring Fund; and (iv) Invesco Advisers’ agreement to limit the Acquiring Fund’s total expenses for at least one year following the closing of the Reorganization, so that such expenses do not exceed the Acquiring Fund’s expense cap, as set forth in the fee tables above.

Based upon the information received by the Board, including the information and considerations described above, the Board concluded that participation in each Reorganization is in the best interests of the applicable Target Fund and corresponding Acquiring Fund and their respective shareholders, and that that neither Reorganization would result in dilution of the interests of the existing shareholders of the applicable Target Fund or corresponding Acquiring Fund.  Consequently, the Board approved the Agreement and the Reorganizations.

The total cost of the Value Reorganization is estimated to be $114,000, of which $57,000 will be borne by Invesco Advisers and $57,000 will be borne by Invesco V.I. Value Opportunities Fund. The total cost of the Managed Volatility Reorganization is estimated to be $83,000, which will be borne by Invesco V.I. Managed Volatility Fund. The costs of the Reorganizations include legal counsel fees, independent accountant fees, expenses related to the printing and mailing of this Proxy Statement/Prospectus and fees associated with the proxy solicitation but do not include any portfolio transaction costs arising from the Reorganizations.

For federal income tax purposes, the Contract Owners are not the shareholders of the Target Funds.  Rather, the Participating Insurance Companies and their Accounts are the shareholders.  Provided that the Contracts qualify to be treated as life insurance contracts under Section 7702(a) of the Code or as annuity contracts under Section 72 of the Code, a Reorganization will not be a taxable event for Contract Owners regardless of the tax status of the Reorganization.  This is because the Contract Owners are not taxed currently on income or gains realized under such Contracts until such time that the Contract Owners draw on their Contracts.  Thus, the federal income tax considerations discussed below generally do not apply to Contract Owners.  The following is a general summary of the material U.S. federal income tax consequences of the Reorganizations and is based upon the current provisions of the Code, existing U.S. Treasury Regulations thereunder, current administrative rulings of the IRS and published judicial decisions, all of which are subject to change, possibly with retroactive effect.  These considerations are general in nature and individual shareholders should consult their own tax advisers as to the federal, state, local, and foreign tax considerations applicable to them and their individual circumstances.

Each Reorganization is intended to qualify as a tax-free reorganization for federal income tax purposes under Section 368(a)(1) of the Code.  The principal federal income tax consequences that are expected to result from each Reorganization are as follows:

Neither of the Funds has requested nor will request an advance ruling from the IRS as to the U.S. federal income tax consequences of the Reorganizations.  As a condition to closing, Stradley Ronon Stevens & Young, LLP will render a favorable opinion to the Target Funds and Acquiring Funds as to the foregoing federal income tax consequences of the Reorganizations, which opinion will be conditioned upon, among other things, the accuracy, as of the Closing Date, of certain representations of the Funds upon which Stradley Ronon Stevens & Young, LLP will rely in rendering its opinion.  Notwithstanding the foregoing, no opinion will be expressed as to the effect of a Reorganization on a Target Fund, Acquiring Fund, or any Target Fund shareholder with respect to any asset as to which unrealized gain or loss is required to be recognized for federal income tax purposes at the end of a taxable year (or on termination or transfer thereof) under a mark-to-market system of accounting.  A copy of the opinion will be filed with the SEC and will be available for public inspection after the Closing Date of the Reorganizations.  See “INFORMATION ABOUT THE FUNDS.”

Opinions of counsel are not binding upon the IRS or the courts.  If a Reorganization is consummated but the IRS or the courts were to determine that the Reorganization did not qualify as a tax-free reorganization under the Code, and thus was taxable, the Target Fund would recognize gain or loss on the transfer of its assets to the corresponding Acquiring Fund, and each shareholder of such Target Fund that held shares in a taxable account would recognize a taxable gain or loss equal to the difference between its tax basis in its Target Fund shares and the fair market value of the shares of the corresponding Acquiring Fund it received.  However, in light of the tax-favored status of the shareholders of the Acquiring Funds and the Target Funds, which are the Participating Insurance Companies and their Accounts, failure of a Reorganization to qualify as a tax-free reorganization should

Final Dividend or Other Distributions.  Prior to the closing of a Reorganization, a Target Fund will be required to distribute substantially all previously undistributed investment company taxable income (that is, generally, net investment income plus net short-term capital gains) and net capital gain (that is, the excess of net long-term capital gains over net short-term capital losses), if any, generated through the Closing Date.

Repositioning of the Invesco V.I. Value Opportunities Fund’s Portfolio Assets.  A portion of the Invesco V.I. Value Opportunities Fund’s portfolio assets (approximately 87% based on portfolio assets as of November 2, 2020, and valued at approximately $125,660,000) may be sold in connection with the Reorganization as distinct from normal portfolio turnover.  (It is not anticipated that the repositioning of the Invesco V.I. Managed Volatility Fund’s portfolio assets, if any, will be material.)  Such repositioning of the Invesco V.I. Value Opportunities Fund’s portfolio assets may occur before or after the closing of the Reorganization.  These sales may result in the realization of capital gains, which, to the extent not offset by any available capital loss carryovers, would be distributed to shareholders.  The amount of any capital gains that may be realized and distributed to the shareholders will depend upon a variety of factors, including the Invesco V.I. Value Opportunities Fund’s net unrealized appreciation in the value of its portfolio assets at that time and whether such repositioning occurs before or after the Reorganization.  The Adviser does not expect that the Invesco V.I. American Value Fund will retain, after the Reorganization, a significant majority of the current portfolio holdings of the Invesco V.I. Value Opportunities Fund.  Taking into account the Invesco V.I. Value Opportunities Fund’s net unrealized appreciation in portfolio assets on a tax basis at December 31, 2019 of $9,812,453 and that the Invesco V.I. Value Opportunities Fund had no capital loss carryovers as of such date, the sale of up to 87% of the portfolio assets prior to the closing of the Reorganization may result in capital gains that would be distributed to shareholders (estimated as of November 2, 2020 at $0.16 of gain per share).  However, since shares of the Funds must be purchased through separate accounts used to fund variable contracts, it is anticipated that any income dividends or capital gains distributed by the Funds will be exempt from current taxation by shareholders if left to accumulate within such separate account.   Additionally, if the sale of such portfolio assets occurs after the closing of the Reorganization, the ability of the combined Fund to fully utilize the Invesco V.I. Value Opportunities Fund’s capital loss carryovers, if any as of the closing, to offset the resulting capital gain may be limited as described below with the result that shareholders of the Invesco V.I. American Value Fund may receive a greater amount of capital gain distributions than they would have had if the Reorganization had not occurred.  Transaction costs also may be incurred due to the repositioning of the portfolio. Please see “Repositioning Costs” for information regarding the anticipated portfolio transaction costs.

General Limitation on Capital Losses.  Assuming each Reorganization qualifies as a tax-free reorganization, as expected, the Acquiring Fund will succeed to the capital loss carryovers, if any, of the Target Fund upon the closing of the Reorganization for federal income tax purposes.  Capital losses of a Fund may be carried forward indefinitely to offset future capital gains. The capital loss carryovers of both Funds will be available to offset future gains recognized by the combined Acquiring Fund, subject to limitations under the Code.  Where these limitations apply, all or a portion of a Fund’s capital loss carryovers may become unavailable, the effect of which may be to accelerate the recognition of taxable gain to the combined Acquiring Fund and its shareholders post-closing.  First, a Fund’s capital loss carryovers are subject to an annual limitation if a Fund undergoes a more than 50% change in ownership. The actual annual limitation will equal the aggregate NAV of the smaller Fund in a Reorganization on the Closing Date multiplied by the long-term tax-exempt rate for ownership changes during the month in which the Reorganization closes; such limitation will be increased by the amount of any built-in gain (i.e., unrealized appreciation in the value of investments of the smaller Fund on the Closing Date that is recognized in a taxable year). Second, if either Fund has net unrealized built-in gains at the time of a Reorganization that are realized by the combined Acquiring Fund in the five-year period following the Reorganization, such built-in gains, when realized, may not be offset by the losses (including any capital loss carryovers and “built-in losses”) of the other Fund. Third, the capital losses of a Target Fund that may be used by the corresponding Acquiring Fund (including to offset any “built-in gains” of the Target Fund itself) for the first taxable year ending after the Closing Date will be limited to an amount equal to the capital gain net income of the Target Fund for such taxable year (excluding capital loss carryovers) treated as realized post-closing based on the number of days remaining in such year. As of December 31, 2019, neither Fund had any capital loss carryovers; however, any capital loss carryover limitation is determined as of the date of the Reorganization.

Appreciation in Value of Investments.  Shareholders of a Target Fund will receive a proportionate share of any taxable income and gains realized by the corresponding Acquiring Fund and not distributed to its shareholders

We are sending you this Proxy Statement/Prospectus and the enclosed proxy card/voting instruction card because (1) the Board is soliciting proxies from the Participating Insurance Companies and any other direct owners of Target Fund shares and (2) the Participating Insurance Companies are soliciting your voting instructions on how to vote shares of the Target Fund attributable to your variable annuity contract or variable life insurance policy at the Meeting and at any adjournments of the Meeting.  This Proxy Statement/Prospectus gives you information about the business to be conducted at the Meeting.  Target Fund shareholders may vote by attending the Meeting online and following the instructions below.  You do not need to attend the Meeting to vote, however.  Instead, you may simply complete, sign and return the enclosed proxy card or vote by telephone or through a website established for that purpose.

As discussed above, shares of the Target Funds are generally offered only to insurance company separate accounts as investment options under their variable annuity contracts or variable life insurance policies. Accordingly, as of the Record Date, shares of the Target Funds were held by insurance company separate accounts.  Contract Owners have the right to instruct the insurance company on how to vote the shares related to their interests through their contracts (i.e., “pass-through voting”).  If you complete and sign the voting instruction card, the shares attributable to your Contract will be voted as you instruct.  If you sign the voting instruction card without otherwise indicating a vote, the shares attributable to your Contract will be voted “FOR” the approval of the relevant proposed Reorganization.  If you do not return a voting instruction card at all, the shares attributable to your Contract will be voted in the same proportion as shares for which instructions have been received from other Contract Owners of your insurance company.  The effect of this proportional voting is that Contract Owners representing a small number of Target Fund shares may determine the outcome of the vote on a Reorganization.  Contract Owners should contact their insurance company for information about any applicable deadline for providing voting instructions to such insurance company.  To provide voting instructions, you may simply complete, sign and return the enclosed voting instruction card or provide voting instructions by telephone or through a website established for that purpose as provided by your insurance company.

This Proxy Statement/Prospectus, the enclosed Notice of Special Meeting of Shareholders and the enclosed proxy card/voting instruction card are expected to be mailed on or about [February 8, 2021] to all shareholders entitled to vote.  Shareholders of record of each Target Fund as of the close of business on January 5, 2021 (the “Record Date”) are entitled to vote at the Meeting.  The number of outstanding shares of each class of each Target Fund on January 5, 2021 can be found at Exhibit A.  Each Contract Owner is entitled to one vote for each full share held, and a proportionate fractional vote for each fractional share held.  The number of votes that a Contract Owner may cast when providing voting instructions is determined by applying the Contract Owner’s percentage interest in a Target Fund to the total number of votes attributable to the Target Fund.

Insurance companies and their separate accounts are the shareholders of the Target Funds.  Proxies will have the authority to vote and act on behalf of shareholders at any adjournment of the Meeting.  If a proxy is authorized to vote for a shareholder, the shareholder may revoke the authorization at any time before it is exercised by sending in another proxy card with a later date or by notifying the Secretary of a Target Fund in writing at the address of the Target Fund set forth on the cover page of the Proxy Statement/Prospectus before the Meeting that the shareholder has revoked its proxy.  In addition, although merely attending the Meeting will not revoke your proxy, if a shareholder attends the Meeting, the shareholder may withdraw the proxy and vote at the Meeting.

If you are a Contract Owner, you may revoke your voting instructions by sending a written notice to the applicable Participating Insurance Company expressly revoking your instructions, or by signing and forwarding to the Participating Insurance Company later-dated voting instructions.  You may also attend the Meeting. Contract Owners should contact their Participating Insurance Company for further information on how to revoke previously submitted voting instructions, including any applicable deadlines.  Please see your Contract prospectus for information on how to contact your Participating Insurance Company.

A quorum of shareholders is necessary to hold a valid shareholder meeting of each Target Fund.  For each Target Fund, a quorum will exist if shareholders representing one-third of the outstanding shares of the Target Fund entitled to vote are present at the Meeting virtually or by proxy.  The presence of Participating Insurance Companies that own at least one-third of a Target Fund’s outstanding shares virtually or by proxy at the Meeting will be sufficient to constitute a quorum, whether or not such Companies have received voting instructions for all such shares.

As discussed above, shares of the Target Funds are generally offered only to Participating Insurance Company Accounts as investment options under their Contracts.  Accordingly, as of the Record Date, shares of the Target Funds were only held by such Accounts.  Contract Owners have the right to instruct their Participating Insurance Company on how to vote the shares attributable to their Contracts, as described more fully above.

Abstentions will count as shares present at the Meeting for purposes of establishing a quorum.  If a quorum is not present at the Meeting or if a quorum is present but sufficient votes to approve the Agreement are not received, the person(s) presiding over the Meeting or the persons named as proxies may propose one or more adjournments of the Meeting to allow for further solicitation of votes.  The persons named as proxies will vote those proxies that they are entitled to vote in favor of such an adjournment, provided that they determine that such an

The Board has unanimously approved the Agreement, subject to shareholder approval.  Shareholder approval of the Agreement requires the affirmative vote of the lesser of (i) 67% or more of the shares present at the Meeting, if the holders of more than 50% of the outstanding shares of a Target Fund are present or represented by proxy; or (ii) more than 50% of the outstanding shares of a Target Fund.

Abstentions are counted as present but are not considered votes cast at the Meeting.  Abstentions therefore will have the same effect as a vote against the Agreement because approval of the Agreement requires the affirmative vote of a percentage of either the shares present at the Meeting or the outstanding shares of a Target Fund.

Each Target Fund has engaged the services of Computershare, Inc. (“Solicitor”) to assist in the solicitation of proxies for the Meeting.  Solicitor’s costs are described under the “Costs of the Reorganizations” section of this Proxy Statement/Prospectus.  Proxies are expected to be solicited principally by mail, but the Target Funds or the Solicitor may also solicit proxies by telephone, facsimile or personal interview.  Each Target Fund’s officers may also solicit proxies but will not receive any additional or special compensation for any such solicitation.

Under the agreement with the Solicitor, the Solicitor will be paid a project management fee as well as telephone solicitation expenses incurred for reminder calls, outbound telephone voting, confirmation of telephone votes, inbound telephone contact, obtaining shareholders’ telephone numbers, and providing additional materials upon shareholder request.  The agreement also provides that the Solicitor shall be indemnified against certain liabilities and expenses, including liabilities under the federal securities laws.

Management is not aware of any matters to be presented at the Meeting other than as is discussed in this Proxy Statement/Prospectus.  Under each Target Fund’s bylaws, business transacted at a special meeting such as this Meeting shall be limited to (i) the purpose stated in the notice and (ii) adjournment of the special meeting with regard to the stated purpose.  If any other matters properly come before the Meeting, the shares represented by proxies will be voted with respect thereto in accordance with their best judgment.

A list of the name, address and percent ownership of each person who, as of January 5, 2021, to the knowledge of each Target Fund and Acquiring Fund, owned 5% or more of the outstanding shares of a class of such Target Fund or Acquiring Fund, respectively, can be found at Exhibits B and C.

[As of January 5, 2021,] to the knowledge of each Target Fund and Acquiring Fund, the percentage of shares of each class of each Target Fund and Acquiring Fund owned by the Trustees and executive officers of the Trust as a group did not exceed one percent of such class of such Fund.]

The following tables, which are unaudited, set forth for each Reorganization, the total net assets, number of shares outstanding and net asset value per share of each class of each Fund.  This information is generally referred to as the “capitalization” of a Fund.  The term “pro forma capitalization” means the expected capitalization of an Acquiring Fund after it has combined with the Target Fund.  The pro forma capitalization column in the table

If a Reorganization is approved at the Meeting, Target Fund shareholders will not have the right to dissent and obtain payment of the fair value of their shares because the exercise of dissenters’ rights is subject to the forward pricing requirements of Rule 22c-1 under the 1940 Act, which supersedes state law.  Shareholders of a Target Fund, however, have the right to redeem their shares at net asset value subject to applicable deferred sales charges and/or redemption fees (if any) until the Closing Date of the Reorganization. After a Reorganization, Target Fund shareholders will hold shares of the corresponding Acquiring Fund, which may also be redeemed at net asset value subject to applicable deferred sales charges and/or redemption fees (if any).

This Proxy Statement/Prospectus and the related SAI do not contain all the information set forth in the registration statements, the exhibits relating thereto and the annual and semi-annual reports filed by the Funds as such documents have been filed with the SEC pursuant to the requirements of the Securities Act of 1933, as amended, and the 1940 Act, to which reference is hereby made.  The SEC file number of the Trust, which contains the Funds’ prospectuses and related SAIs, is 811-07452.

Each Fund is subject to the informational requirements of the Securities Exchange Act of 1934, as amended, and the 1940 Act and in accordance therewith, each Fund files reports and other information with the SEC.  Copies of reports, proxy material, registration statements and other information filed (including the Registration Statement relating to the Funds on Form N-14 of which this Proxy Statement/Prospectus is a part) may be obtained, after paying a duplicating fee, by electronic request at the following e-mail address: publicinfo@sec.gov.  The SEC maintains a website at www.sec.gov that contains information regarding the Funds and other registrants that file electronically with the SEC.

As of January 5, 2021, each class of each Target Fund had the following number of shares outstanding:

Listed below are the name, address and percent ownership of each person who, as of January 5, 2021, to the best knowledge of the Trust owned 5% or more of the outstanding shares of each class of each Target Fund.  A shareholder who owns beneficially 25% or more of the outstanding securities of a Target Fund is presumed to “control” the Fund as defined in the 1940 Act.  Such control may affect the voting rights of other shareholders. The percentage of an Acquiring Fund that would be owned by the below named shareholders upon consummation of a Reorganization is expected to decline.

Listed below are the name, address and percent ownership of each person who, as of January 5, 2021, to the best knowledge of the Trust owned 5% or more of the outstanding shares of each class of each Acquiring Fund.  A shareholder who owns beneficially 25% or more of the outstanding securities of an Acquiring Fund is presumed to “control” the Fund as defined in the 1940 Act.  Such control may affect the voting rights of other shareholders. The percentage of each Acquiring Fund that would be owned by the below named shareholders upon consummation of the Reorganization is expected to decline.

EXHIBIT D

EXHIBIT A

CHART OF REORGANIZATIONS

(a) Calculated using average shares outstanding.

(b) Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Total returns are not annualized for periods less than one year, if applicable, and do not reflect charges assessed in connection with a variable product, which if included would reduce total returns.

(c) Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year, if applicable.

(d) Ratios are annualized and based on average daily net assets (000’s omitted) of $53,187 and $18,702 for Series I and Series II shares, respectively

(a) Calculated using average shares outstanding.

(b) Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Total returns are not annualized for periods less than one year, if applicable, and do not reflect charges assessed in connection with a variable product, which if included would reduce total returns.

(c) Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year, if applicable.

(d) Ratios are annualized and based on average daily net assets (000’s omitted) of $68,359 and $178,845 for Series I and Series II shares, respectively.

(a) Calculated using average shares outstanding.

(b) Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Total returns are not annualized for periods less than one year, if applicable, and do not reflect charges assessed in connection with a variable product, which if included would reduce total returns.

(c) Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year, if applicable.

(d) Ratios are annualized and based on average daily net assets (000’s omitted) of $30,523 and $1,126 for Series I and Series II shares, respectively.

(a)  Calculated using average shares outstanding.

(b)  Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Total returns are not annualized for periods less than one year, if applicable, and do not reflect charges assessed in connection with a variable product, which if included would reduce total returns.

(c)  Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year, if applicable.

(d)  Ratios are annualized and based on average daily net assets (000’s omitted) of $43,788 and $1,042,766 for Series I and Series II shares, respectively.