As filed with the Securities and Exchange Commission on September 9, 2026
File No. 333-293887
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-14
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
| Pre-Effective Amendment No. | ☐ | |||
| Post-Effective Amendment No. 1 | ☒ |
(Check appropriate box or boxes)
AIM Counselor Series Trust
(Invesco Counselor Series Trust)
(Exact Name of Registrant as Specified in Charter)
11 Greenway Plaza, Houston, TX 77046
(Address of Principal Executive Offices) (Number, Street, City, State, Zip Code)
(713) 626-1919
(Registrant’s Area Code and Telephone Number)
Melanie Ringold, Esquire
11 Greenway Plaza, Houston, TX 77046
(Name and address of Agent for Service)
Copy to:
| Invesco Advisers, Inc. 225 Liberty Street, 15th Fl. |
Matthew R. DiClemente, Esquire Mena Larmour, Esquire Stradley Ronon Stevens & Young, LLP 2005 Market Street, Suite 2600 | |
| New York, NY 10281-1087 | Philadelphia, PA 19103-7018 |
Approximate Date of Public Offering: As soon as practicable after this Registration Statement becomes effective under the Securities Act of 1933, as amended.
Title of securities being registered: Class A, Class C, Class R, Class Y, Class R5 and Class R6 shares of beneficial interest, without par value, of the Invesco Global Real Estate Income Fund, a series of the Registrant. No filing fee is due because Registrant is relying on Section 24(f) of the Investment Company Act of 1940, as amended.
It is proposed that this filing will become effective immediately upon filing pursuant to Rule 485(b) under the Securities Act of 1933, as amended.
Parts A and B of this Amendment are incorporated by reference to the electronic filing made on April 20, 2026, under Accession Number 0001193125-26-164336.
PART C.
OTHER INFORMATION
| Item 15. | Indemnification | |
| Indemnification provisions for officers, trustees, and employees of the Registrant are set forth in Article VIII of the Registrant’s Sixth Amended and Restated Agreement and Declaration of Trust, as amended, and Article VIII of its Bylaws, and are hereby incorporated by reference. See Items 16(1) and (2) below. Under the Sixth Amended and Restated Agreement and Declaration of Trust, dated June 11, 2026, as amended (i) Trustees or officers, when acting in such capacity, shall not be personally liable for any act, omission or obligation of the Registrant or any Trustee or officer except by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office with the Trust; (ii) every Trustee, officer, employee or agent of the Registrant shall be indemnified to the fullest extent permitted under the Delaware Statutory Trust Act, the Registrant’s Bylaws and other applicable law; (iii) in case any shareholder or former shareholder of the Registrant shall be held to be personally liable solely by reason of his being or having been a shareholder of the Registrant or any portfolio or class and not because of his acts or omissions or for some other reason, the shareholder or former shareholder (or his heirs, executors, administrators or other legal representatives, or, in the case of a corporation or other entity, its corporate or general successor) shall be entitled, out of the assets belonging to the applicable portfolio (or allocable to the applicable class), to be held harmless from and indemnified against all loss and expense arising from such liability in accordance with the Bylaws and applicable law. The Registrant, on behalf of the affected portfolio (or class), shall upon request by the shareholder, assume the defense of any such claim made against the shareholder for any act or obligation of that portfolio (or class).
The Registrant and other investment companies and their respective officers and trustees are insured under a joint Mutual Fund Directors & Officers Liability Policy, issued by ICI Mutual Insurance Company and certain other domestic insurers, with limits up to $100,000,000 and an additional $95,000,000 of excess coverage (plus an additional $30,000,000 limit that applies to independent directors/trustees only).
Section 16 of the Master Investment Advisory Agreement between the Registrant and Invesco Advisers, Inc. (“Invesco Advisers”) provides that in the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of Invesco Advisers or any of its officers, directors or employees, that Invesco Advisers shall not be subject to liability to the Registrant or to any series of the Registrant, or to any shareholder of any series of the Registrant for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security. Any liability of Invesco Advisers to any series of the Registrant shall not automatically impart liability on the part of Invesco Advisers to any other series of the Registrant. No series of the Registrant shall be liable for the obligations of any other series of the Registrant.
Section 10 of the Master Intergroup Sub-Advisory Contract for Mutual Funds (the “Sub-Advisory Contract”) between Invesco Advisers, on behalf of Registrant, and each of Invesco Management S.A. (through its assumptions of the duties and obligations of Invesco Asset Management Deutschland GmbH under the Sub-Advisory Contract), Invesco Asset Management Ltd., Invesco Asset Management (Japan) Limited, Invesco Hong Kong Limited, Invesco Senior Secured Management, Inc., and separate Sub-Advisory Agreements with Invesco Capital Management LLC and OppenheimerFunds, Inc. (each a “Sub-Adviser”, collectively the “Sub-Advisers”) provides that the Sub-Adviser shall not be liable for any costs or liabilities arising from any error of judgment or mistake of law or any loss suffered by any series of the Registrant or the Registrant in connection with the matters to which the Sub-Advisory Contract relates except a loss resulting from willful misfeasance, bad faith or gross negligence on the part of the Sub- | ||
| (1) | Previously filed with PEA No. 177 to the Registration Statement of Registrant filed on February 17, 2023 and incorporated by reference herein. |
| (2) | Incorporated by reference to Post-Effective Amendment No. 174 to AIM Counselor Series Trust (Invesco Counselor Series Trust) Registration Statement on December 15, 2022. |
| (3) | Previously filed with PEA No. 137 to Registration Statement of Registrant filed on August 20, 2020 and incorporated by reference herein. |
| (4) | Previously filed with PEA No. 139 to Registration Statement of Registrant filed on October 13, 2020 and incorporated by reference herein. |
| (5) | Previously filed with PEA No. 152 to the Registration Statement of Registrant filed on July 14, 2021 and incorporated by reference herein. |
| (6) | Previously filed with PEA No. 159 to the Registration Statement of Registrant filed on December 16, 2021 and incorporated by reference herein. |
| (7) | Previously filed with PEA No. 189 to the Registration Statement of Registrant filed on December 14, 2023 and incorporated by reference herein. |
| (8) | Incorporated by reference to Post-Effective Amendment No. 141 to AIM Equity Funds (Invesco Equity Funds) Registration Statement on Form N-1A on February 25, 2021. |
| (9) | Incorporated herein by reference to Post-Effective Amendment No. 192 to AIM Investment Funds (Invesco Investment Funds) Registration Statement on Form N-1A on March 30, 2021. |
| (10) | Incorporated herein by reference to Post-Effective Amendment No.163 to AIM Growth Series (Invesco Growth Series) Registration on Form N-1A on April 29, 2021. |
| (11) | Incorporated by reference to Post-Effective Amendment No. 105 to AIM Investment Securities Funds (Invesco Investment Securities Funds) Registration Statement on June 27, 2022. |
| (12) | Incorporated herein by reference to Post-Effective Amendment No. 195 to AIM Investment Funds (Invesco Investment Funds) Registration Statement on Form N-1A on February 28, 2023. |
| (13) | Incorporated by reference to PEA No. 108 to AIM Investment Securities Funds (Invesco Investment Securities Funds) Registration Statement on Form N-1A, filed on June 27, 2023. |
| (14) | Incorporated herein by reference to Post-Effective Amendment No. 104 to AIM International Mutual Funds (Invesco International Mutual Funds) Registration Statement on Form N-1A on February 27, 2024. |
| (15) | Incorporated herein by reference to Post-Effective Amendment No. 198 to AIM Investment Funds (Invesco Investment Funds) Registration Statement on Form N-1A on March 27, 2024. |
| (16) | Previously filed with PEA No. 143 to the Registration Statement of Registrant filed on December 18, 2020 and incorporated by reference herein. |
| (17) | Previously filed with PEA No. 53 to the Registration Statement of Registrant filed on December 19, 2012 and incorporated by reference herein. |
| (18) | Previously filed with PEA No. 65 to the Registration Statement of Registrant filed on December 16, 2015 and incorporated by reference herein. |
| (19) | Incorporated by reference to Post-Effective Amendment No. 191 to AIM Investment Funds (Invesco Investment Funds) Registration Statement on Form N-1A on February 22, 2021. |
| (20) | Previously filed with PEA No. 35 to the Registration Statement of Registrant filed on March 11, 2009 and incorporated by reference herein. |
| (21) | Previously filed with PEA No. 61 to the Registration Statement of Registrant filed on December 17, 2014 and incorporated by reference herein. |
| (22) | Previously filed with PEA No. 104 to the Registration Statement of Registrant filed on December 19, 2018 and incorporated by reference herein. |
| (23) | Previously filed with PEA No. 71 to the Registration Statement of Registrant filed on March 31, 2017 and incorporated by reference herein. |
| (24) | Previously filed with PEA No. 24 to the Registration Statement of Registrant filed on April 13, 2006 and incorporated by reference herein. |
| (25) | Previously filed with PEA No. 30 to the Registration Statement of Registrant filed on October 18, 2007 and incorporated by reference herein. |
| (26) | Previously filed with PEA No. 38 to the Registration Statement of Registrant filed on December 3, 2009 and incorporated by reference herein. |
| (27) | Previously filed with PEA No. 43 to the Registration Statement of Registrant filed on July 26, 2010 and incorporated by reference herein. |
| (28) | Incorporated by reference to Post-Effective Amendment No. 121 to AIM Sector Funds (Invesco Sector Funds) Registration Statement on August 25, 2022. |
| (29) | Incorporated herein by reference to Post-Effective Amendment No. 122 to AIM Sector Funds (Invesco Sector Funds) Registration Statement on Form N-1A on August 25, 2023. |
| (30) | Incorporated herein by reference to Post-Effective Amendment No. 197 to AIM Investment Funds (Invesco Investment Funds) Registration Statement on Form N-1A on February 27, 2024. |
| (31) | Incorporated by reference to PEA No. 95 to AIM Tax-Exempt Funds (Invesco Tax-Exempt Funds) Registration Statement on Form N-1A, filed on June 27, 2023. |
| (32) | Incorporated herein by reference to Post-Effective Amendment No. 191 to AIM Counselor Series Trust (Invesco Counselor Series) Registration Statement on Form N-1A on February 2, 2024. |
| (33) | Incorporated by reference to PEA No. 105 to AIM International Mutual Funds (Invesco International Mutual Funds) Registration Statement on Form N-1A, filed on October 10, 2024. |
| (34) | Previously filed with PEA No. 203 to Registration Statement of Registrant filed on December 19, 2024 and incorporated by reference herein. |
| (35) | Incorporated by reference to Post-Effective Amendment No. 199 to AIM Investment Funds (Invesco Investment Funds) Registration Statement on Form N-1A on February 27, 2025. |
| (36) | Incorporated by reference to Post-Effective Amendment No. 142 to AIM Funds Group (Invesco Funds Group) Registration Statement on Form N-1A on April 29, 2025. |
| (37) | Incorporated by reference to Post-Effective Amendment No. 200 to AIM Investment Funds (Invesco Investment Funds) Registration Statement on Form N-1A on March 28, 2025. |
| (38) | Incorporated by reference to Post-Effective Amendment No. 94 to Short-Term Investments Trust Registration Statement on Form N-1A on March 28, 2024. |
| (39) | Incorporated by reference to Pre Effective Amendment No. 1 to Invesco Senior Income Trust Registration Statement of Form N-2, filed on February 7, 2025. |
| (40) | Incorporated herein by reference to Post Effective Amendment No. 205 to AIM Counselor Series Trust (Invesco Counselor Series Trust) Registration Statement on Form N-1A, filed on January 31, 2025. |
| (41) | Incorporated by reference to PEA No. 109 to AIM International Mutual Funds (Invesco International Mutual Funds) Registration Statement on Form N-1A, filed on August 22, 2025. |
| (42) | Previously filed with PEA No. 213 to the Registration Statement of Registrant filed on August 28, 2025 and incorporated by reference herein. |
| (43) | Incorporated by reference to AIM Variable Insurance Funds (Invesco Variable Insurance Funds) Registration Statement on Form N-14, filed on December 10, 2025. |
| (44) | Previously filed with PEA No. 218 to the Registration Statement of Registrant filed on December 18, 2025 and incorporated by reference herein. |
| (45) | Previously filed with PEA No. 222 to the Registration Statement of Registrant filed on February 20, 2026 and incorporated by reference herein. |
| (46) | Incorporated herein by reference to the definitive materials on Form N-14, filed electronically on April 20, 2026. |
| (47) | Incorporated herein by reference to Registration Statement on Form N-14, filed on February 27, 2026. |
| (*) | Filed herewith electronically. |
| Item 17. | Undertakings | |
| (1) The undersigned Registrant agrees that prior to any public reoffering of the securities registered through the use of a prospectus which is a part of this registration statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) of the Securities Act [17 CRF 203.145c], the reoffering prospectus will contain the information called for by the applicable registration form for reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.
(2) The undersigned Registrant agrees that every prospectus that is filed under paragraph (1) above will be filed as a part of an amendment to the registration statement and will not be used until the amendment is effective, and that, in determining any liability under the 1933 Act, each post-effective amendment shall be deemed to be a new registration statement for the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering of them. | ||
SIGNATURES
As required by the Securities Act of 1933, as amended, the Registrant certifies that it meets all of the requirements for effectiveness of this Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston and State of Texas on the 9th day of September 2026.
| Registrant: | AIM COUNSELOR SERIES TRUST INVESCO COUNSELOR SERIES TRUST | |
| /s/ Glenn Brightman | ||
| Glenn Brightman, President | ||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
| SIGNATURES |
TITLE |
DATE | ||
| /s/ Glenn Brightman (Glenn Brightman) |
President (Principal Executive Officer) |
September 9, 2026 | ||
| /s/ Beth Ann Brown* (Beth Ann Brown) |
Trustee | September 9, 2026 | ||
| /s/ Carol Deckbar* (Carol Deckbar) |
Trustee | September 9, 2026 | ||
| /s/ Cynthia Hostetler* (Cynthia Hostetler) |
Trustee | September 9, 2026 | ||
| /s/ Eli Jones* (Eli Jones) |
Trustee | September 9, 2026 | ||
| /s/ Elizabeth Krentzman* (Elizabeth Krentzman) |
Trustee | September 9, 2026 | ||
| /s/ Jeffrey H. Kupor* (Jeffrey H. Kupor) |
Trustee | September 9, 2026 | ||
| /s/ Anthony J. LaCava, Jr.* (Anthony J. LaCava, Jr.) |
Trustee | September 9, 2026 | ||
| /s/ James Liddy* (James Liddy) |
Trustee | September 9, 2026 | ||
| /s/ Edward Perkin* (Edward Perkin) |
Trustee | September 9, 2026 | ||
| /s/ Douglas Sharp* (Douglas Sharp) |
Trustee | September 9, 2026 | ||
| SIGNATURES |
TITLE |
DATE | ||
| /s/ Daniel S. Vandivort* (Daniel S. Vandivort) |
Trustee | September 9, 2026 | ||
| /s/ Adrien Deberghes (Adrien Deberghes) |
Senior Vice President & Treasurer (Principal Financial Officer) |
September 9, 2026 | ||
| By | /s/ Glenn Brightman | |
| (Glenn Brightman) | ||
| Attorney-in-Fact |
| * |