UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐
Check the appropriate box:
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| ☐ | | Preliminary Proxy Statement |
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| ☐ | | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☐ | | Definitive Proxy Statement |
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| ☒ | | Definitive Additional Materials |
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| ☐ | | Soliciting Material Pursuant to § 240.14a-11(c) or § 240.14a-12 |
AIM VARIABLE INSURANCE FUNDS (INVESCO VARIABLE INSURANCE FUNDS)
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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| ☒ | | No fee required. |
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| ☐ | | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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| | 2) | | Aggregate number of securities to which transaction applies: |
| | 3) | | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
| | 4) | | Proposed maximum aggregate value of transaction: |
| | 5) | | Total fee paid: |
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| ☐ | | Fee paid previously with preliminary materials. |
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| ☐ | | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
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| | 1) | | Amount Previously Paid: |
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Proxy Voting Information
Special Meeting of Shareholders of Invesco V.I. Managed Volatility Fund and Invesco V.I. Value Opportunities Fund
April 5, 2021 at 1:00 p.m. Central Time
Due to the coronavirus outbreak (COVID-19) and to support the health and well-being of the Funds’ shareholders, employees, and community, the Meeting will be conducted exclusively online via live webcast. To participate in the Meeting, shareholders will need to follow the instructions found on the proxy card and/or voting instruction card and in the proxy statement/prospectus. The Meeting will begin promptly at 1:00 p.m. Central Time. The Funds encourage you to access the Meeting prior to the start time leaving ample time for the check in. All shareholders will be required to enter their individual control number in order to enter the Meeting. Only shareholders of the Funds will be able to participate in the Meeting.
The proxy statement/prospectus was mailed on or about February 12, 2021 to shareholders of record as of the close of business on January 5, 2021 for the Funds. The purpose of the proxy statement/prospectus is for each Fund to vote on a proposal to approve an agreement and plan of reorganization that provides for the reorganization of the Fund. The proxy statement/prospectus contains detailed information about the proposal for each Fund for which votes or voting instructions have been solicited. You can also access the proxy statement/prospectus, common questions regarding each Fund’s proposal, and each Fund’s annual and semi-annual reports by clicking on the Fund name listed below.
Invesco V.I. Managed Volatility Fund
Invesco V.I. Value Opportunities Fund
How to vote
You may cast your vote by any of the following methods. However you choose to vote, it is important that you vote now to save the expense of additional solicitations.
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By Internet 
| | You may cast your vote online by logging onto the website listed on your proxy card and/or voting instruction card. Enter the control number listed on the proxy card and/or voting instruction card you received in the mail and follow the instructions on the website. | | By Telephone 
| | Call the toll-free number listed on your proxy card and/or voting instruction card. Enter the control number listed on the proxy card and/or voting instruction card and follow the recorded instructions. |
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By Mail 
| | Complete and sign the proxy card and/or voting instruction card and return it in the postage-paid envelope provided in the shareholder mailing. | | Virtually | | Please notify Invesco at 1-800-952-3502 if you plan to participate in the virtual shareholder meeting. |
If you have any questions...
If you have questions about your proxy statement/prospectus or the voting process regarding the April 5, 2021 Special Meeting of Shareholders, please contact your financial consultant or call Invesco toll-free at 1-800-959-4246 any business day between 7:00 a.m. and 6:00 p.m. Central Time.
If we have not received your vote or voting instruction card after a reasonable amount of time, a representative from our proxy solicitation firm, Computershare, Inc., may contact you to remind you to exercise your right to vote.
Proxy Information by Fund
A Special Meeting of Shareholders of Invesco V.I. Managed Volatility Fund and Invesco V.I. Value Opportunities Fund which will be held on April 5, 2021 at 1:00 p.m. Central Time Online Via Live Webcast
Invesco V.I. Managed Volatility Fund
| | 1. | Please read the proxy statement/prospectus in full. (PDF) |
| | 2. | Access some typical questions that shareholders may have regarding the joint proxy statement/prospectus. (PDF) |
| | 3. | You may cast your vote by visiting the website listed on your proxy card and/or voting instruction card. Have your proxy card and/or voting instruction card in hand and follow the instructions given on the website. |
Additional fund materials:
Invesco V.I. Value Opportunities Fund
| | 1. | Please read the proxy statement/prospectus in full. (PDF) |
| | 2. | Access some typical questions that shareholders may have regarding the proxy statement/prospectus. (PDF) |
| | 3. | You may cast your vote by visiting the website listed on your proxy card and/or voting instruction card. Have your proxy card and/or voting instruction card in hand and follow the instructions given on the website. |
Additional fund materials:
QUESTIONS & ANSWERS FOR:
INVESCO V.I. MANAGED VOLATILITY FUND
We encourage you to read the proxy statement/prospectus in full; however, the following represent some typical questions that shareholders may have regarding the proxy statement/prospectus.
HOW DO I VOTE?
Voting may take place in the following ways:
| | • | | You may vote your shares on the voting website listed on your proxy card and/or voting instruction card. You will need the 14-digit control number from your proxy card and/or voting instruction card to vote on the Internet. Because Internet voting is the most economical way to vote your proxy, we encourage all shareholders to use this method. |
| | • | | You may call in your vote to a 24-hour automated system or a live proxy representative by calling the phone number(s) listed on your proxy card and/or voting instruction card. You will need the 14-digit control number from your proxy card and/or voting instruction card to vote by telephone. |
| | • | | You may indicate your vote on the proxy card and/or voting instruction card and return it in the postage-paid envelope mailed to you with your proxy statement/prospectus. |
| | • | | If you do participate in the meeting online via live webcast, you will need to follow the instructions in the proxy statement/prospectus and on your proxy card and/or voting instruction card and provide the 14-digit control number found on your proxy card and/or voting instruction card, so you may vote your shares. Please notify us by calling 1-800-952-3502 if you plan to participate in the meeting online via live webcast. |
WHAT IS THE PROPOSAL BEING PRESENTED AT THE SHAREHOLDER MEETING AND WHAT AM I BEING ASKED TO VOTE ON?
| | • | | To approve an Agreement and Plan of Reorganization that provides for the reorganization of Invesco V.I. Managed Volatility Fund (the “Target Fund”) into Invesco V.I. Equity & Income Fund (the “Acquiring Fund”), each a series of AIM Variable Insurance Funds (Invesco Variable Insurance Funds), 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. |
HOW DOES THE BOARD RECOMMEND THAT I VOTE?
The Board recommends that you vote FOR the Proposal.
WHY SHOULD I VOTE?
Every vote is important. If shareholders fail to vote their proxies, the fund may not receive enough votes to go forward with the April 5, 2021 shareholder meeting. If this happens, additional solicitations may have to be made to obtain a quorum, or proxies may have to be resent to shareholders.
WHO HAVE WE CONTRACTED FOR THE SERVICES OF A PROXY SOLICITOR?
We have hired Computershare, Inc. as the Fund’s proxy solicitor. If we do not receive your vote after a reasonable amount of time, you may receive a telephone call from them reminding you to vote your shares.
WILL MY VOTE BE CONFIDENTIAL USING THE ONLINE PROXY VOTING SYSTEM?
The Web proxy voting system offered by www.proxy-direct.com maintains security features designed to protect the confidentiality of your vote. These security features include:
| | • | | HTTP Secure (HTTPS) – A security measure that encrypts all information that travels between www.proxy-direct.com Web server and the shareholder’s computer. |
| | • | | Control Number – Each shareholder is required to enter his or her 14-digit control number. www.proxy-direct.com verifies the number and presents the holder with the proxy card and/or voting instruction card. |
| | • | | Firewall – To protect the confidentiality of your account records, www.proxy-direct.com uses only control numbers and card codes to register votes. Voted positions are then periodically uploaded to our master database of shareholders listed as of the record date. All account-specific data remains behind our firewall. |
HOW DO I SIGN THE PROXY CARD AND/OR VOTING INSTRUCTION CARD?
The following general rules for signing proxy cards and/or voting instruction cards may be of assistance to you and could help avoid the time and expense involved in validating your vote if you fail to sign your proxy card and/or voting instruction card properly.
Individual and Joint Accounts: Shareholders and joint owners should sign exactly as their name appears in the account registration shown on the proxy card and/or voting instruction card. If shares are held jointly, one or more owners should sign personally.
All Other Accounts: The capacity of the individual signing the proxy card and/or voting instruction card (for example, “trustee”) should be indicated unless it is reflected in the form of registration. If a corporation, limited liability company, or partnership, please sign the full entity name and indicate the signer’s position with the entity.
WHAT IS THE DEADLINE FOR VOTING?
All votes must be received before or at the shareholder meeting, which will be held on April 5, 2021 at 1:00 p.m. Central Time online via live webcast.
WHERE CAN I FIND MORE INFORMATION CONCERNING THE PROPOSAL?
Further details about the proposal can be found in the proxy statement/prospectus.
QUESTIONS & ANSWERS FOR:
INVESCO V.I. VALUE OPPORTUNITIES FUND
We encourage you to read the proxy statement/prospectus in full; however, the following represent some typical questions that shareholders may have regarding the proxy statement/prospectus.
HOW DO I VOTE?
Voting may take place in the following ways:
| | • | | You may vote your shares on the voting website listed on your proxy card and/or voting instruction card. You will need the 14-digit control number from your proxy card and/or voting instruction card to vote on the Internet. Because Internet voting is the most economical way to vote your proxy, we encourage all shareholders to use this method. |
| | • | | You may call in your vote to a 24-hour automated system or a live proxy representative by calling the phone number(s) listed on your proxy card and/or voting instruction card. You will need the 14-digit control number from your proxy card and/or voting instruction card to vote by telephone. |
| | • | | You may indicate your vote on the proxy card and/or voting instruction card and return it in the postage-paid envelope mailed to you with your proxy statement/prospectus. |
| | • | | If you do participate in the meeting online via live webcast, you will need to follow the instructions in the proxy statement/prospectus and on your proxy card and/or voting instruction card and provide the 14-digit control number found on your proxy card and/or voting instruction card, so you may vote your shares. Please notify us by calling 1-800-952-3502 if you plan to participate in the meeting online via live webcast. |
WHAT IS THE PROPOSAL BEING PRESENTED AT THE SHAREHOLDER MEETING AND WHAT AM I BEING ASKED TO VOTE ON?
| | • | | To approve an Agreement and Plan of Reorganization that provides for the reorganization of Invesco V.I. Value Opportunities Fund (the “Target Fund”) into Invesco V.I. American Value Fund (the “Acquiring Fund”), each a series of AIM Variable Insurance Funds (Invesco Variable Insurance Funds), 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. |
HOW DOES THE BOARD RECOMMEND THAT I VOTE?
The Board recommends that you vote FOR the Proposal.
WHY SHOULD I VOTE?
Every vote is important. If shareholders fail to vote their proxies, the fund may not receive enough votes to go forward with the April 5, 2021 shareholder meeting. If this happens, additional solicitations may have to be made to obtain a quorum, or proxies may have to be resent to shareholders.
WHO HAVE WE CONTRACTED FOR THE SERVICES OF A PROXY SOLICITOR?
We have hired Computershare, Inc. as the Fund’s proxy solicitor. If we do not receive your vote after a reasonable amount of time, you may receive a telephone call from them reminding you to vote your shares.
WILL MY VOTE BE CONFIDENTIAL USING THE ONLINE PROXY VOTING SYSTEM?
The Web proxy voting system offered by www.proxy-direct.com maintains security features designed to protect the confidentiality of your vote. These security features include:
| | • | | HTTP Secure (HTTPS) – A security measure that encrypts all information that travels between www.proxy-direct.com Web server and the shareholder’s computer. |
| | • | | Control Number – Each shareholder is required to enter his or her 14-digit control number. www.proxy-direct.com verifies the number and presents the holder with the proxy card and/or voting instruction card. |
| | • | | Firewall – To protect the confidentiality of your account records, www.proxy-direct.com uses only control numbers and card codes to register votes. Voted positions are then periodically uploaded to our master database of shareholders listed as of the record date. All account-specific data remains behind our firewall. |
HOW DO I SIGN THE PROXY CARD AND/OR VOTING INSTRUCTION CARD?
The following general rules for signing proxy cards and/or voting instruction cards may be of assistance to you and could help avoid the time and expense involved in validating your vote if you fail to sign your proxy card and/or voting instruction card properly.
Individual and Joint Accounts: Shareholders and joint owners should sign exactly as their name appears in the account registration shown on the proxy card and/or voting instruction card. If shares are held jointly, one or more owners should sign personally.
All Other Accounts: The capacity of the individual signing the proxy card and/or voting instruction card (for example, “trustee”) should be indicated unless it is reflected in the form of registration. If a corporation, limited liability company, or partnership, please sign the full entity name and indicate the signer’s position with the entity.
WHAT IS THE DEADLINE FOR VOTING?
All votes must be received before or at the shareholder meeting, which will be held on April 5, 2021 at 1:00 p.m. Central Time online via live webcast.
WHERE CAN I FIND MORE INFORMATION CONCERNING THE PROPOSAL?
Further details about the proposal can be found in the proxy statement/prospectus.
Thank you for calling Invesco.
If you have questions regarding the Special Meeting of Shareholders for Invesco V.I. Managed Volatility Fund or Invesco V.I. Value Opportunities Fund taking place on April 5, 2021, Press 1.
If you plan to attend the Special Meeting of Shareholders for Invesco V.I. Managed Volatility Fund or Invesco V.I. Value Opportunities Fund, Press 2.
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| OPTION 1 | | You are now being routed to the Client Services phone queue. [Internal note, they will be routed to ext. 5200] |
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| OPTION 2 | | Thank you for planning to attend the upcoming Special Shareholder Meeting, which is currently scheduled for 1:00 p.m. Central Time on April 5, 2021 online via live webcast. |
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| | Please press 1 then state your full name and the number of persons that will be participating in the virtual meeting. |
