As filed with the United States Securities and Exchange Commission June 26, 2012
1933 Act Registration No. 033-66242
1940 Act Registration No. 811-07890
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
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REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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Pre-Effective Amendment No.
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Post-Effective Amendment No. 47
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and/or
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REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940
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Amendment No. 48
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(Check appropriate box or boxes.)
AIM TAX-EXEMPT FUNDS (INVESCO TAX-EXEMPT FUNDS)
(Exact Name of Registrant as Specified in Charter)
11 Greenway Plaza, Suite 1000, Houston, TX 77046
(Address of Principal Executive Offices) (Zip Code)
Registrants Telephone Number, including Area Code
(713) 626-1919
John M. Zerr, Esquire
11 Greenway Plaza, Suite 1000, Houston, TX 77046
(Name and Address of Agent for Service)
Copy to:
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Seba
Kurian, Esquire
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E. Carolan Berkley, Esquire
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Invesco Advisers, Inc.
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Stradley Ronon Stevens & Young, LLP
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11 Greenway Plaza, Suite 1000
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2600 One Commerce Square
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Houston, Texas 77046
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Philadelphia, Pennsylvania 19103
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Approximate Date of Proposed Public Offering:
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As soon as practicable after the effective date of this Amendment
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It is proposed that this filing will become effective (check appropriate box)
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o
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immediately upon filing pursuant to paragraph (b)
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þ
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on (June 28, 2012) pursuant to paragraph (b)
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o
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60 days after filing pursuant to paragraph (a)(1)
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o
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on (date) pursuant to paragraph (a)(1)
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o
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75 days after filing pursuant to paragraph (a)(2)
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o
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on (date) pursuant to paragraph (a)(2) of Rule 485.
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If appropriate, check the following box:
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This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
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Class: A (ACSXX), Investor (TEIXX), Y
Invesco
Tax-Exempt Cash Fund
Invesco Tax-Exempt Cash Funds investment objective is
to provide tax-exempt income consistent with preservation of
capital and liquidity.
Investor Class shares offered by this prospectus are offered
only to grandfathered investors.
As with all other mutual fund securities, the Securities and
Exchange Commission (SEC) has not approved or disapproved these
securities or determined whether the information in this
prospectus is adequate or accurate. Anyone who tells you
otherwise is committing a crime.
An investment in the Fund:
n
is
not FDIC insured;
n
may
lose value; and
n
is
not guaranteed by a bank.
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1
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3
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4
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The Adviser(s)
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4
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Adviser Compensation
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4
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4
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Dividends and Distributions
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4
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5
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6
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A-1
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Choosing a Share Class
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A-1
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Share Class Eligibility
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A-2
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Distribution and Service
(12b-1)
Fees
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A-3
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Initial Sales Charges (Class A Shares Only)
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A-3
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Contingent Deferred Sales Charges (CDSCs)
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A-4
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Purchasing Shares
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A-6
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Redeeming Shares
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A-7
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Exchanging Shares
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A-9
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Rights Reserved by the Funds
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A-9
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Excessive Short-Term Trading Activity (Market Timing) Disclosures
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A-9
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Pricing of Shares
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A-11
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Taxes
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A-12
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Payments to Financial Intermediaries
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A-14
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Important Notice Regarding Delivery of Security Holder Documents
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A-14
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Obtaining Additional Information
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Back Cover
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Invesco
Tax-Exempt Cash Fund
Investment
Objective(s)
The Funds investment objective is to provide tax-exempt
income consistent with preservation of capital and liquidity.
Fees
and Expenses of the Fund
This table describes the fees and expenses that you may pay if
you buy and hold shares of the Fund.
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Shareholder Fees
(fees paid directly from your
investment)
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Class:
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A
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Y
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Investor
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Maximum Sales Charge (Load) Imposed on Purchases (as a
percentage of offering price)
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None
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None
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None
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Maximum Deferred Sales Charge (Load) (as a percentage of
original purchase price or redemption proceeds, whichever is
less)
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None
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None
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None
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Annual Fund Operating Expenses
(expenses that you pay
each year as a percentage of the value of your
investment)
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Class:
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A
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Y
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Investor
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Management Fees
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0.35
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%
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0.35
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%
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0.35
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%
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Distribution and/or Service
(12b-1)
Fees
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0.10
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None
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None
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Other Expenses
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0.44
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0.44
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0.44
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Total Annual Fund Operating Expenses
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0.89
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0.79
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0.79
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Example.
This Example is intended to help you
compare the cost of investing in the Fund with the cost of
investing in other mutual funds.
The Example assumes that you invest $10,000 in the Fund for the
time periods indicated and then redeem all of your
shares at the end of those periods. The Example also
assumes that your investment has a 5% return each year and that
the Funds operating expenses remain the same.
Although your actual costs may be higher or lower, based on
these assumptions, your costs would be:
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1 Year
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3 Years
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5 Years
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10 Years
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Class A
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$
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91
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$
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284
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$
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493
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$
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1,096
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Class Y
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$
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81
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$
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252
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$
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439
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$
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978
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Investor Class
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$
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81
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$
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252
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$
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439
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$
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978
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Principal
Investment Strategies of the Fund
The Fund invests under normal circumstances at least 80% of its
net assets (plus any borrowings for investment purposes) in debt
securities that (1) pay interest that is excluded from
gross income for federal income tax purposes, and (2) do
not produce income that will be considered to be an item of
preference for purposes of the alternative minimum tax. While
the Funds distributions are primarily exempt from federal
income tax, a portion of the Funds distributions may be
subject to the federal alternative minimum tax and state and
local taxes.
In complying with the 80% investment requirement, the Fund may
include synthetic securities that have economic characteristics
similar to the Funds direct investments that are counted
toward the 80% investment requirement.
The Fund invests primarily in the following high-quality U.S.
dollar-denominated short-term debt obligations:
(i) municipal securities, which may include tax-exempt
commercial paper; and (ii) cash equivalents. These
securities may have credit and liquidity enhancements provided
by banks, insurance companies or other financial institutions.
Municipal securities include debt obligations of states,
territories and possessions of the United States and the
District of Columbia, their political subdivisions, agencies,
and instrumentalities, authorities thereof, and multi-state
agencies, issued to obtain funds for various public purposes.
Synthetic municipal securities, which include variable rate
instruments that are created when fixed rate bonds are coupled
with a third party tender feature and variable tender fees, are
treated as municipal securities. Other securities held by the
Fund may be structured with demand features which have the
effect of shortening the securitys maturity.
The Fund invests primarily in those securities that are First
Tier Securities (defined below) at the time of purchase.
As permitted by
Rule 2a-7
under the Investment Company Act of 1940
(Rule 2a-7),
the Fund seeks to maintain a stable price of $1.00 per share by
using the amortized cost method to value portfolio securities
and rounding the share value to the nearest cent. The Fund
invests in conformity with SEC rules and requirements for money
market funds for the quality, maturity, diversification and
liquidity of investments. The Fund invests only in U.S.
dollar-denominated securities maturing within 397 days of
the date of purchase, with certain exceptions permitted by
applicable regulations. The Fund maintains a dollar-weighted
average portfolio maturity of no more than 60 days, and a
dollar-weighted average portfolio maturity as determined without
exceptions regarding certain interest rate adjustments under
Rule 2a-7
of no more than 120 days. Each investment must be
determined to present minimal credit risks by the Funds
investment adviser, Invesco Advisers, Inc. (the Adviser),
pursuant to guidelines approved by the Funds Board of
Trustees, and must be an Eligible Security as
defined under applicable regulations. First Tier Securities
generally means Eligible Securities rated within the highest
short-term rating category, unrated securities of comparable
quality as determined by the Adviser under the supervision of
the Board of Trustees, U.S. Government Securities as defined by
applicable regulations, and securities issued by other
registered money market funds.
The Fund may invest up to 20% of its total assets in money
market instruments that may be subject to federal taxes,
including Treasury securities, repurchase agreements,
bankers acceptances, commercial paper, U.S.
dollar-denominated foreign securities and master notes. Some of
the Funds investments, although U.S. dollar-denominated,
may be subject to foreign credit exposure.
In selecting securities for the Funds portfolio, the
Adviser focuses on securities that offer safety, liquidity, and
a competitive yield. The Adviser conducts a credit analysis of
each potential issuer prior to the purchase of its securities.
The portfolio structure is driven to some extent by the supply
and availability of municipal obligations. The Adviser manages
liquidity, for instance, by trading in daily and weekly
variable-rate demand notes.
The Adviser normally holds portfolio securities to maturity, but
may sell a security when they deem it advisable, such as when
market or credit factors materially change. The Adviser also
considers selling a security if: (1) the issuers
geographic region changes negatively; (ii) interest rates
change; or (iii) to enhance yield.
Principal
Risks of Investing in the Fund
As with any mutual fund investment, loss of money is a risk of
investing. An investment in the Fund is not a deposit in a bank
and is not insured or guaranteed by the Federal Deposit
Insurance Corporation or any other governmental agency. Although
the Fund seeks to preserve the value of your investment at $1.00
per share, you may lose money by investing in the Fund. The
risks associated with an investment in the Fund can increase
during times of significant market volatility. The principal
risks of investing in the Fund are:
Cash/Cash Equivalents Risk
. Holding cash or cash
equivalents may negatively affect performance.
Counterparty Risk
. Counterparty risk is the risk that the
other party to the contract will not fulfill its contractual
obligations, which may cause losses or additional costs to the
Fund.
1 Invesco
Tax-Exempt Cash Fund
Credit Risk
. The issuer of instruments in which the Fund
invests may be unable to meet interest
and/or
principal payments, thereby causing its instruments to decrease
in value and lowering the issuers credit rating.
Foreign Credit Exposure Risk
.
U.S. dollar-denominated securities carrying foreign credit
exposure may be affected by unfavorable political, economic or
governmental developments that could affect payments of
principal and interest.
Industry Focus Risk
. To the extent the Fund invests in
securities issued or guaranteed by companies in the banking and
financial services industries, the Funds performance will
depend on the overall condition of those industries, which may
be affected by the following factors: the supply of short-term
financing, changes in government regulation and interest rates,
and overall economy.
Interest Rate Risk
. Interest rate risk refers to the risk
that bond prices generally fall as interest rates rise;
conversely, bond prices generally rise as interest rates fall.
Specific bonds differ in their sensitivity to changes in
interest rates depending on their individual characteristics,
including duration.
Management Risk
. The investment techniques and risk
analysis used by the Funds portfolio managers may not
produce the desired results.
Market Risk
. The prices of and the income generated by
the Funds securities may decline in response to, among
other things, investor sentiment, general economic and market
conditions, regional or global instability, and currency and
interest rate fluctuations.
Money Market Fund Risk
. Although the Fund seeks to
preserve the value of your investment at $1.00 per share, you
may lose money by investing in the Fund. The share price of
money market funds can fall below the $1.00 share price. You
should not rely on or expect the Funds adviser or its
affiliates to enter into support agreements or take other
actions to maintain the Funds $1.00 share price. The
credit quality of the Funds holdings can change rapidly in
certain markets, and the default of a single holding could have
an adverse impact on the Funds share price. The
Funds share price can also be negatively affected during
periods of high redemption pressures
and/or
illiquid markets. Further regulation could impact the way the
Fund is managed, possibly negatively impacting its return.
Additionally, the Funds yield will vary as the short-term
securities in its portfolio mature or are sold and the proceeds
are reinvested in other securities.
Reinvestment Risk
. Reinvestment risk is the risk that a
bonds cash flows (coupon income and principal repayment)
will be reinvested at an interest rate below that on the
original bond.
Synthetic Securities Risk
. Fluctuations in the values of
synthetic securities may not correlate perfectly with the
instruments they are designed to replicate. Synthetic securities
may be subject to interest rate changes, market price
fluctuations, counterparty risk and liquidity risk.
Variable-Rate Demand Notes Risk
. The absence of an
active secondary market for certain variable and floating rate
notes could make it difficult to dispose of the instruments, and
a portfolio could suffer a loss if the issuer defaults during
periods in which a portfolio is not entitled to exercise its
demand rights.
Performance
Information
The bar chart and performance table provide an indication of the
risks of investing in the Fund. The bar chart shows changes in
the performance of the Fund from year to year as of
December 31. The Funds past performance is not
necessarily an indication of its future performance. Updated
performance information is available on the Funds website
at www.invesco.com/us.
Annual Total
Returns
Class A
shares year-to-date
(ended March 31, 2012): 0.01%
Best Quarter (ended September 30, 2007): 0.73%
Worst Quarter (ended March 31, 2010 and March 31,
2011): 0.00%
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Average Annual Total Returns
(for the periods ended
December 31, 2011)
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1
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5
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10
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Year
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Years
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Years
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Class A shares: Inception (9/22/1982)
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0.05
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%
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0.90
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%
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1.05
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%
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Class Y
shares
1
:
Inception (10/3/2008)
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0.05
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0.90
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1.05
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Investor
Class shares
1
:
Inception (9/30/2003)
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0.05
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0.94
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1.10
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1
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Class Y shares and Investor Class shares
performance shown prior to the inception date is that of
Class A shares and includes the 12b-1 fees applicable
to Class A shares. Class A shares performance
reflects any applicable fee waiver and/or expense reimbursement.
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Management
of the Fund
Investment Adviser: Invesco Advisers, Inc.
Purchase
and Sale of Fund Shares
You may purchase, redeem or exchange shares of the Fund on any
business day through your financial adviser, through our Web
site at www.invesco.com/us, by mail to Invesco Investment
Services, Inc., P.O. Box 219078, Kansas City, MO
64121-9078,
or by telephone at
800-959-4246.
The minimum investments for Class A, Y and Investor Class
shares for fund accounts are as follows:
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Initial Investment
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Additional Investments
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Type of Account
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Per Fund
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Per Fund
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Asset or fee-based accounts managed by your financial adviser
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None
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None
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Eligible employee benefit plans, SEP, SARSEP and SIMPLE IRA plans
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None
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None
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IRAs, Roth IRAs and Coverdell ESA if the new investor is
purchasing shares through a systematic purchase plan
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$25
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$25
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All other types of accounts if the investor is purchasing shares
through a systematic purchase plan
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$50
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$50
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IRAs, Roth IRAs and Coverdell ESAs
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$250
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$25
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All other accounts
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$1,000
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$50
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Tax
Information
The Funds distributions primarily are exempt from regular
federal income tax. A portion of these distributions, however,
may be subject to the federal alternative minimum tax and state
and local taxes. The Fund may also make distributions that are
taxable to you as ordinary income.
Payments
to Broker-Dealers and Other Financial Intermediaries
If you purchase the Fund through a broker-dealer or other
financial intermediary (such as a bank), the Fund and the
Funds distributor or its related companies may pay the
intermediary for the sale of Fund shares and related services.
These payments may create a conflict of interest by influencing
the broker-dealer or other intermediary and your salesperson
2 Invesco
Tax-Exempt Cash Fund
or financial adviser to recommend the Fund over another
investment. Ask your salesperson or financial adviser or visit
your financial intermediarys Web site for more information.
Investment
Objective(s), Strategies, Risks and Portfolio Holdings
Objective(s) and
Strategies
The Funds investment objective is to provide tax-exempt
income consistent with preservation of capital and liquidity.
The Funds investment objective may be changed by the Board
of Trustees without shareholder approval.
The Fund invests under normal circumstances at least 80% of its
net assets (plus any borrowings for investment purposes) in debt
securities that (1) pay interest that is excluded from
gross income for federal income tax purposes, and (2) do
not produce income that will be considered to be an item of
preference for purposes of the alternative minimum tax. While
the Funds distributions are primarily exempt from federal
income tax, a portion of the Funds distributions may be
subject to the federal alternative minimum tax and state and
local taxes.
In complying with the 80% investment requirement, the Fund may
include synthetic securities that have economic characteristics
similar to the Funds direct investments that are counted
toward the 80% investment requirement.
The Fund invests primarily in the following high-quality U.S.
dollar-denominated short-term debt obligations:
(i) municipal securities, which may include tax-exempt
commercial paper; and (ii) cash equivalents. These
securities may have credit and liquidity enhancements provided
by banks, insurance companies or other financial institutions.
Municipal securities include debt obligations of states,
territories and possessions of the United States and the
District of Columbia, their political subdivisions, agencies,
and instrumentalities, authorities thereof, and multi-state
agencies, issued to obtain funds for various public purposes.
Synthetic municipal securities, which include variable rate
instruments that are created when fixed rate bonds are coupled
with a third party tender feature and variable tender fees, are
treated as municipal securities. Other securities held by the
Fund may be structured with demand features which have the
effect of shortening the securitys maturity.
The Fund invests primarily in those securities that are First
Tier Securities (defined below) at the time of purchase.
As permitted by
Rule 2a-7
under the Investment Company Act of 1940
(Rule 2a-7),
the Fund seeks to maintain a stable price of $1.00 per share by
using the amortized cost method to value portfolio securities
and rounding the share value to the nearest cent. The Fund
invests in conformity with SEC rules and requirements for money
market funds for the quality, maturity, diversification and
liquidity of investments. The Fund invests only in U.S.
dollar-denominated securities maturing within 397 days of
the date of purchase, with certain exceptions permitted by
applicable regulations. The Fund maintains a dollar-weighted
average portfolio maturity of no more than 60 days, and a
dollar-weighted average portfolio maturity as determined without
exceptions regarding certain interest rate adjustments under
Rule 2a-7
of no more than 120 days. Each investment must be
determined to present minimal credit risks by the Adviser
pursuant to guidelines approved by the Funds Board of
Trustees, and must be an Eligible Security as
defined under applicable regulations. First Tier Securities
generally means Eligible Securities rated within the highest
short-term rating category, unrated securities of comparable
quality as determined by the Adviser under the supervision of
the Board of Trustees, U.S. Government Securities as defined by
applicable regulations, and securities issued by other
registered money market funds.
The Fund may invest up to 20% of its total assets in money
market instruments that may be subject to federal taxes,
including Treasury securities, repurchase agreements,
bankers acceptances, commercial paper, U.S.
dollar-denominated foreign securities and master notes. Some of
the Funds investments, although U.S. dollar-denominated,
may be subject to foreign credit exposure.
In selecting securities for the Funds portfolio, the
Adviser focuses on securities that offer safety, liquidity, and
a competitive yield. The Adviser conducts a credit analysis of
each potential issuer prior to the purchase of its securities.
The portfolio structure is driven to some extent by the supply
and availability of municipal obligations. The Adviser manages
liquidity, for instance, by trading in daily and weekly
variable-rate demand notes.
The Adviser normally holds portfolio securities to maturity, but
may sell a security when they deem it advisable, such as when
market or credit factors materially change. The Adviser also
considers selling a security if: (1) the issuers
geographic region changes negatively; (ii) interest rates
change; or (iii) to enhance yield.
The Fund may, from time to time, take temporary defensive
positions by holding cash, shortening the Funds
dollar-weighted average maturity or investing in other
securities that are eligible securities for purchase by money
market funds as previously described and in accordance with
federal laws concerning money market funds, in anticipation of
or in response to adverse market, economic, political or other
conditions. It is possible that such investments could affect
the Funds returns.
The Funds investments in the types of securities described
in this prospectus vary from time to time, and at any time, the
Fund may not be invested in all types of securities described in
this prospectus. Any percentage limitations with respect to
assets of the Fund are applied at the time of purchase.
Risks
The principal risks of investing in the Fund are:
Cash/Cash Equivalents Risk
. To the extent the Fund holds
cash or cash equivalents rather than securities in which it
primarily invests or uses to manage risk, the Fund may not
achieve its investment objectives and may underperform.
Counterparty Risk
. Counterparty risk is the risk that the
other party to the contract will not fulfill its contractual
obligations, which may cause losses or additional costs to the
Fund.
Credit Risk
. The issuers of instruments in which the Fund
invests may be unable to meet interest
and/or
principal payments. An issuers securities may decrease in
value if its financial strength weakens, which may reduce its
credit rating and possibly its ability to meet its contractual
obligations.
Foreign Credit Exposure Risk
. U.S. dollar
denominated securities carrying foreign credit exposure may be
affected by unfavorable political, economic or governmental
developments that could affect payments of principal and
interest.
Industry Focus Risk
. To the extent the Fund invests in
securities issued or guaranteed by companies in the banking and
financial services industries, the Funds performance will
depend on the overall condition of those industries. Financial
services companies are highly dependent on the supply of
short-term financing. The value of securities of issuers in the
banking and financial services industry can be sensitive to
changes in government regulation and interest rates and to
economic downturns in the United States and abroad.
Interest Rate Risk
. Interest rate risk refers to the risk
that bond prices generally fall as interest rates rise;
conversely, bond prices generally rise as interest rates fall.
Specific bonds differ in their sensitivity to changes in
interest rates depending on their individual characteristics.
One measure of this sensitivity is called duration. The longer
the duration of a particular bond, the greater its price
sensitivity is to interest rates. Similarly, a longer duration
portfolio of securities has greater price sensitivity. Falling
interest rates may also prompt some issuers to refinance
existing debt, which could affect the Funds performance.
Management Risk
. The investment techniques and risk
analysis used by the Funds portfolio managers may not
produce the desired results.
3 Invesco
Tax-Exempt Cash Fund
Market Risk
. The prices of and the income generated by
the Funds securities may decline in response to, among
other things, investor sentiment, general economic and market
conditions, regional or global instability, and currency and
interest rate fluctuations.
Money Market Fund Risk
. Although the Fund seeks to
preserve the value of your investment at $1.00 per share, you
may lose money by investing in the Fund. The share price of
money market funds can fall below the $1.00 share price. You
should not rely on or expect the Funds adviser or its
affiliates to enter into support agreements or take other
actions to maintain the Funds $1.00 share price. The
credit quality of the Funds holdings can change rapidly in
certain markets, and the default of a single holding could have
an adverse impact on the Funds share price. The
Funds share price can also be negatively affected during
periods of high redemption pressures
and/or
illiquid markets. Further regulation could impact the way the
Fund is managed, possibly negatively impacting its return.
Additionally, the Funds yield will vary as the short-term
securities in its portfolio mature or are sold and the proceeds
are reinvested in other securities.
Reinvestment Risk
. Reinvestment risk is the risk that a
bonds cash flows (coupon income and principal repayment)
will be reinvested at an interest rate below that on the
original bond. If interest rates decline, the underlying bond
may rise in value, but the cash flows received from that bond
may have to be reinvested at a lower interest rate.
Synthetic Securities Risk
. Fluctuations in the values of
synthetic securities may not correlate perfectly with the
instruments they are designed to replicate. Synthetic securities
may be subject to interest rate changes, market price
fluctuations, counterparty risk and liquidity risk.
Variable-Rate Demand Notes Risk
. The absence of an
active secondary market for certain variable and floating rate
notes could make it difficult to dispose of the instruments, and
a portfolio could suffer a loss if the issuer defaults during
periods in which a portfolio is not entitled to exercise its
demand rights.
Portfolio
Holdings
Information concerning the Funds portfolio holdings as
well as its dollar-weighted average portfolio maturity and
dollar-weighted average life to maturity as of the last business
day of the preceding month will be posted on its Web site no
later than five business days after the end of the month and
remain posted on the Web site for six months thereafter.
A description of Fund policies and procedures with respect to
the disclosure of Fund portfolio holdings is available in the
SAI, which is available at www.invesco.com/us.
The
Adviser(s)
Invesco Advisers, Inc. (Invesco or the Adviser) serves as the
Funds investment adviser. The Adviser manages the
investment operations of the Fund as well as other investment
portfolios that encompass a broad range of investment
objectives, and has agreed to perform or arrange for the
performance of the Funds
day-to-day
management. The Adviser is located at 1555 Peachtree Street,
N.E., Atlanta, Georgia 30309. The Adviser, as successor in
interest to multiple investment advisers, has been an investment
adviser since 1976.
Pending Litigation.
Detailed information
concerning pending litigation can be found in the SAI.
Adviser
Compensation
During the fiscal year ended February 29, 2012, the Adviser
did not receive any compensation from Invesco Tax-Exempt Cash
Fund, after fee waiver
and/or
expense reimbursement.
A discussion regarding the basis for the Board of Trustees
approval of the investment advisory agreement and investment
sub-advisory
agreements of the Fund is available in the Funds most
recent semi-annual report to shareholders for the six-month
period ended August 31.
Dividends
and Distributions
The Fund expects, based on its investment objective and
strategies, that its distributions, if any, will consist
primarily of tax-exempt income.
Dividends
The Fund generally declares dividends from net investment income
daily and pays them monthly.
Capital Gains
Distributions
The Fund generally distributes long-term and short-term capital
gains (net of any available capital loss carryovers), if any, at
least annually.
4 Invesco
Tax-Exempt Cash Fund
The financial highlights show the Funds financial history
for the past five fiscal years or, if shorter, the period of
operations of the Fund or any of its share classes. The
financial highlights table is intended to help you understand
the Funds financial performance. Certain information
reflects financial results for a single Fund share.
The total returns in the table represent the rate that an
investor would have earned (or lost) on an investment in the
Fund (assuming reinvestment of all dividends and distributions).
The information has been audited by PricewaterhouseCoopers LLP,
whose report, along with the Funds financial statements,
is included in the Funds annual report, which is available
upon request.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratio of
|
|
Ratio of
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
expenses
|
|
expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
to average
|
|
to average net
|
|
Ratio of net
|
|
|
Net asset
|
|
|
|
Dividends
|
|
|
|
|
|
|
|
net assets
|
|
assets without
|
|
investment
|
|
|
value,
|
|
Net
|
|
from net
|
|
Net asset
|
|
|
|
Net assets,
|
|
with fee waivers
|
|
fee waivers
|
|
income to
|
|
|
beginning
|
|
investment
|
|
investment
|
|
value, end
|
|
Total
|
|
end of period
|
|
and/or
expenses
|
|
and/or
expenses
|
|
average
|
|
|
of period
|
|
income
|
|
income
|
|
of period
|
|
return
(a)
|
|
(000s omitted)
|
|
absorbed
|
|
absorbed
|
|
net assets
|
|
|
Class A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended
02/29/12
|
|
$
|
1.00
|
|
|
$
|
0.00
|
(c)
|
|
$
|
(0.00
|
)
|
|
$
|
1.00
|
|
|
|
0.05
|
%
|
|
$
|
31,831
|
|
|
|
0.17
|
%
(b)
|
|
|
0.89
|
%
(b)
|
|
|
0.05
|
%
(b)
|
Year ended
02/28/11
|
|
|
1.00
|
|
|
|
0.00
|
(c)
|
|
|
(0.00
|
)
|
|
|
1.00
|
|
|
|
0.05
|
|
|
|
36,425
|
|
|
|
0.29
|
|
|
|
0.82
|
|
|
|
0.05
|
|
Eleven months ended
02/28/10
|
|
|
1.00
|
|
|
|
0.00
|
(c)
|
|
|
(0.00
|
)
|
|
|
1.00
|
|
|
|
0.07
|
|
|
|
19,008
|
|
|
|
0.36
|
(d)
|
|
|
1.07
|
(d)
|
|
|
0.08
|
(d)
|
Year ended
03/31/09
|
|
|
1.00
|
|
|
|
0.01
|
(c)
|
|
|
(0.01
|
)
|
|
|
1.00
|
|
|
|
1.06
|
|
|
|
18,838
|
|
|
|
0.98
|
|
|
|
1.18
|
|
|
|
1.05
|
|
Year ended
03/31/08
|
|
|
1.00
|
|
|
|
0.03
|
|
|
|
(0.03
|
)
|
|
|
1.00
|
|
|
|
2.62
|
|
|
|
31,812
|
|
|
|
0.92
|
|
|
|
1.07
|
|
|
|
2.58
|
|
Year ended
03/31/07
|
|
|
1.00
|
|
|
|
0.03
|
|
|
|
(0.03
|
)
|
|
|
1.00
|
|
|
|
2.66
|
|
|
|
38,106
|
|
|
|
1.03
|
|
|
|
1.19
|
|
|
|
2.62
|
|
|
Class Y
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended
02/29/12
|
|
|
1.00
|
|
|
|
0.00
|
(c)
|
|
|
(0.00
|
)
|
|
|
1.00
|
|
|
|
0.05
|
|
|
|
12,459
|
|
|
|
0.17
|
(b)
|
|
|
0.79
|
(b)
|
|
|
0.05
|
(b)
|
Year ended
02/28/11
|
|
|
1.00
|
|
|
|
0.00
|
(c)
|
|
|
(0.00
|
)
|
|
|
1.00
|
|
|
|
0.05
|
|
|
|
12,464
|
|
|
|
0.29
|
|
|
|
0.72
|
|
|
|
0.05
|
|
Eleven months ended
02/28/10
|
|
|
1.00
|
|
|
|
0.00
|
(c)
|
|
|
(0.00
|
)
|
|
|
1.00
|
|
|
|
0.07
|
|
|
|
16,782
|
|
|
|
0.36
|
(d)
|
|
|
0.93
|
(d)
|
|
|
0.08
|
(d)
|
Year ended
03/31/09
(e)
|
|
|
1.00
|
|
|
|
0.00
|
(c)
|
|
|
(0.00
|
)
|
|
|
1.00
|
|
|
|
0.27
|
|
|
|
11,169
|
|
|
|
0.94
|
(d)
|
|
|
1.01
|
(d)
|
|
|
1.09
|
(d)
|
|
Investor Class
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended
02/29/12
|
|
|
1.00
|
|
|
|
0.00
|
(c)
|
|
|
(0.00
|
)
|
|
|
1.00
|
|
|
|
0.05
|
|
|
|
9,521
|
|
|
|
0.17
|
(b)
|
|
|
0.79
|
(b)
|
|
|
0.05
|
(b)
|
Year ended
02/28/11
|
|
|
1.00
|
|
|
|
0.00
|
(c)
|
|
|
(0.00
|
)
|
|
|
1.00
|
|
|
|
0.05
|
|
|
|
9,762
|
|
|
|
0.29
|
|
|
|
0.72
|
|
|
|
0.05
|
|
Eleven months ended
02/28/10
|
|
|
1.00
|
|
|
|
0.00
|
(c)
|
|
|
(0.00
|
)
|
|
|
1.00
|
|
|
|
0.07
|
|
|
|
11,960
|
|
|
|
0.36
|
(d)
|
|
|
0.93
|
(d)
|
|
|
0.08
|
(d)
|
Year ended
03/31/09
|
|
|
1.00
|
|
|
|
0.01
|
(c)
|
|
|
(0.01
|
)
|
|
|
1.00
|
|
|
|
1.14
|
|
|
|
12,647
|
|
|
|
0.90
|
|
|
|
0.93
|
|
|
|
1.13
|
|
Year ended
03/31/08
|
|
|
1.00
|
|
|
|
0.03
|
|
|
|
(0.03
|
)
|
|
|
1.00
|
|
|
|
2.72
|
|
|
|
13,959
|
|
|
|
0.82
|
|
|
|
0.82
|
|
|
|
2.68
|
|
Year ended
03/31/07
|
|
|
1.00
|
|
|
|
0.03
|
|
|
|
(0.03
|
)
|
|
|
1.00
|
|
|
|
2.76
|
|
|
|
13,203
|
|
|
|
0.93
|
|
|
|
0.94
|
|
|
|
2.72
|
|
|
|
|
|
(a)
|
|
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. Does
not include sales charges and is not annualized for periods less
than one year, if applicable.
|
(b)
|
|
Ratios are based on average daily net assets (000s) of
$36,611, $12,138 and $10,187 for Class A, Class Y and
Investor Class shares, respectively.
|
(c)
|
|
Calculated using average shares outstanding.
|
(d)
|
|
Annualized.
|
(e)
|
|
Commencement date of October 3, 2008.
|
5 Invesco
Tax-Exempt Cash Fund
Hypothetical
Investment and Expense Information
In connection with the final settlement reached between Invesco
and certain of its affiliates with certain regulators, including
the New York Attorney Generals Office, the SEC and the
Colorado Attorney Generals Office (the settlement) arising
out of certain market timing and unfair pricing allegations made
against Invesco and certain of its affiliates, Invesco and
certain of its affiliates agreed, among other things, to
disclose certain hypothetical information regarding investment
and expense information to Fund shareholders. The chart below is
intended to reflect the annual and cumulative impact of the
Funds expenses, including investment advisory fees and
other Fund costs, on the Funds returns over a
10-year
period. The example reflects the following:
|
|
|
|
n
|
You invest $10,000 in the Fund and hold it for the entire
10-year
period;
|
|
n
|
Your investment has a 5% return before expenses each year;
|
|
n
|
Hypotheticals both with and without any applicable initial sales
charge applied; and
|
|
n
|
There is no sales charge on reinvested dividends.
|
There is no assurance that the annual expense ratio will be the
expense ratio for the Fund classes for any of the years shown.
This is only a hypothetical presentation made to illustrate what
expenses and returns would be under the above scenarios; your
actual returns and expenses are likely to differ (higher or
lower) from those shown below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A (Without Maximum
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales Charge)
|
|
Year 1
|
|
Year 2
|
|
Year 3
|
|
Year 4
|
|
Year 5
|
|
Year 6
|
|
Year 7
|
|
Year 8
|
|
Year 9
|
|
Year 10
|
|
|
Annual Expense
Ratio
1
|
|
|
0
|
.89%
|
|
|
0
|
.89%
|
|
|
0
|
.89%
|
|
|
0
|
.89%
|
|
|
0
|
.89%
|
|
|
0
|
.89%
|
|
|
0
|
.89%
|
|
|
0
|
.89%
|
|
|
0
|
.89%
|
|
|
0
|
.89%
|
Cumulative Return Before Expenses
|
|
|
5
|
.00%
|
|
|
10
|
.25%
|
|
|
15
|
.76%
|
|
|
21
|
.55%
|
|
|
27
|
.63%
|
|
|
34
|
.01%
|
|
|
40
|
.71%
|
|
|
47
|
.75%
|
|
|
55
|
.13%
|
|
|
62
|
.89%
|
Cumulative Return After Expenses
|
|
|
4
|
.11%
|
|
|
8
|
.39%
|
|
|
12
|
.84%
|
|
|
17
|
.48%
|
|
|
22
|
.31%
|
|
|
27
|
.34%
|
|
|
32
|
.57%
|
|
|
38
|
.02%
|
|
|
43
|
.69%
|
|
|
49
|
.60%
|
End of Year Balance
|
|
$
|
10,411
|
.00
|
|
$
|
10,838
|
.89
|
|
$
|
11,284
|
.37
|
|
$
|
11,748
|
.16
|
|
$
|
12,231
|
.01
|
|
$
|
12,733
|
.70
|
|
$
|
13,257
|
.06
|
|
$
|
13,801
|
.92
|
|
$
|
14,369
|
.18
|
|
$
|
14,959
|
.75
|
Estimated Annual Expenses
|
|
$
|
90
|
.83
|
|
$
|
94
|
.56
|
|
$
|
98
|
.45
|
|
$
|
102
|
.49
|
|
$
|
106
|
.71
|
|
$
|
111
|
.09
|
|
$
|
115
|
.66
|
|
$
|
120
|
.41
|
|
$
|
125
|
.36
|
|
$
|
130
|
.51
|
|
|
Class Y
|
|
Year 1
|
|
Year 2
|
|
Year 3
|
|
Year 4
|
|
Year 5
|
|
Year 6
|
|
Year 7
|
|
Year 8
|
|
Year 9
|
|
Year 10
|
|
|
Annual Expense
Ratio
1
|
|
|
0
|
.79%
|
|
|
0
|
.79%
|
|
|
0
|
.79%
|
|
|
0
|
.79%
|
|
|
0
|
.79%
|
|
|
0
|
.79%
|
|
|
0
|
.79%
|
|
|
0
|
.79%
|
|
|
0
|
.79%
|
|
|
0
|
.79%
|
Cumulative Return Before Expenses
|
|
|
5
|
.00%
|
|
|
10
|
.25%
|
|
|
15
|
.76%
|
|
|
21
|
.55%
|
|
|
27
|
.63%
|
|
|
34
|
.01%
|
|
|
40
|
.71%
|
|
|
47
|
.75%
|
|
|
55
|
.13%
|
|
|
62
|
.89%
|
Cumulative Return After Expenses
|
|
|
4
|
.21%
|
|
|
8
|
.60%
|
|
|
13
|
.17%
|
|
|
17
|
.93%
|
|
|
22
|
.90%
|
|
|
28
|
.07%
|
|
|
33
|
.46%
|
|
|
39
|
.08%
|
|
|
44
|
.94%
|
|
|
51
|
.04%
|
End of Year Balance
|
|
$
|
10,421
|
.00
|
|
$
|
10,859
|
.72
|
|
$
|
11,316
|
.92
|
|
$
|
11,793
|
.36
|
|
$
|
12,289
|
.86
|
|
$
|
12,807
|
.26
|
|
$
|
13,346
|
.45
|
|
$
|
13,908
|
.34
|
|
$
|
14,493
|
.88
|
|
$
|
15,104
|
.07
|
Estimated Annual Expenses
|
|
$
|
80
|
.66
|
|
$
|
84
|
.06
|
|
$
|
87
|
.60
|
|
$
|
91
|
.29
|
|
$
|
95
|
.13
|
|
$
|
99
|
.13
|
|
$
|
103
|
.31
|
|
$
|
107
|
.66
|
|
$
|
112
|
.19
|
|
$
|
116
|
.91
|
|
|
INVESTOR
|
|
Year 1
|
|
Year 2
|
|
Year 3
|
|
Year 4
|
|
Year 5
|
|
Year 6
|
|
Year 7
|
|
Year 8
|
|
Year 9
|
|
Year 10
|
|
|
Annual Expense
Ratio
1
|
|
|
0
|
.79%
|
|
|
0
|
.79%
|
|
|
0
|
.79%
|
|
|
0
|
.79%
|
|
|
0
|
.79%
|
|
|
0
|
.79%
|
|
|
0
|
.79%
|
|
|
0
|
.79%
|
|
|
0
|
.79%
|
|
|
0
|
.79%
|
Cumulative Return Before Expenses
|
|
|
5
|
.00%
|
|
|
10
|
.25%
|
|
|
15
|
.76%
|
|
|
21
|
.55%
|
|
|
27
|
.63%
|
|
|
34
|
.01%
|
|
|
40
|
.71%
|
|
|
47
|
.75%
|
|
|
55
|
.13%
|
|
|
62
|
.89%
|
Cumulative Return After Expenses
|
|
|
4
|
.21%
|
|
|
8
|
.60%
|
|
|
13
|
.17%
|
|
|
17
|
.93%
|
|
|
22
|
.90%
|
|
|
28
|
.07%
|
|
|
33
|
.46%
|
|
|
39
|
.08%
|
|
|
44
|
.94%
|
|
|
51
|
.04%
|
End of Year Balance
|
|
$
|
10,421
|
.00
|
|
$
|
10,859
|
.72
|
|
$
|
11,316
|
.92
|
|
$
|
11,793
|
.36
|
|
$
|
12,289
|
.86
|
|
$
|
12,807
|
.26
|
|
$
|
13,346
|
.45
|
|
$
|
13,908
|
.34
|
|
$
|
14,493
|
.88
|
|
$
|
15,104
|
.07
|
Estimated Annual Expenses
|
|
$
|
80
|
.66
|
|
$
|
84
|
.06
|
|
$
|
87
|
.60
|
|
$
|
91
|
.29
|
|
$
|
95
|
.13
|
|
$
|
99
|
.13
|
|
$
|
103
|
.31
|
|
$
|
107
|
.66
|
|
$
|
112
|
.19
|
|
$
|
116
|
.91
|
|
|
|
|
|
1 Your actual expenses may be higher or lower than those
shown.
|
|
|
6 Invesco
Tax-Exempt Cash Fund
Shareholder
Account Information
In addition to the Fund, Invesco serves as investment adviser to
many other Invesco and Invesco Van Kampen mutual funds that are
offered to retail investors (Invesco Funds or Funds). The
following information is about all of the Invesco Funds that
offer retail share classes.
If shares of the Funds are held in an account maintained by an
intermediary or in the name of a conduit investment vehicle (and
not in the name of an individual investor), the intermediary or
conduit investment vehicle may impose rules which differ from,
and/or
charge a transaction or other fee in addition to, those
described in this prospectus.
Additional information is available on the Internet at
www.invesco.com/us.
Go to the tab for Accounts & Services, then
click on Service Center, or consult the Funds
SAI, which is available on that same Web site or upon request
free of charge. The Web site is not part of this prospectus.
Choosing
a Share Class
Each Fund may offer multiple classes of shares and not all Funds
offer all share classes discussed herein. Each class represents
an interest in the same portfolio of investments. Certain
classes have higher expenses than other classes which may lower
the return on your investment when compared to a less expensive
class. In deciding which class of shares to purchase, you should
consider the following attributes of the various share classes,
among other things: (i) the eligibility requirements that
apply to purchases of a particular class, (ii) the initial
sales charges and contingent deferred sales charges (CDSCs), if
any, applicable to the class, (iii) the
12b-1
fee,
if any, paid by the class, and (iv) any services you may
receive from a financial intermediary. Please contact your
financial adviser to assist you in making your decision. Please
refer to the prospectus fee table for more information on the
fees and expenses of a particular Funds share classes.
|
|
|
|
|
|
|
|
|
|
|
|
Share Classes
|
|
Class A
|
|
Class B
|
|
Class C
|
|
Class R
|
|
Class Y
|
|
Investor Class
|
|
n
Initial sales charge which may be waived or reduced
|
|
n
No initial sales charge
|
|
n
No initial sales charge
|
|
n
No initial sales charge
|
|
n
No initial sales charge
|
|
n
No initial sales charge
|
n
Contingent deferred sales charge on certain redemptions
|
|
n
Contingent deferred sales charge on redemptions within six or fewer years
|
|
n
Contingent deferred sales charge on redemptions within one year
4
|
|
n
No contingent deferred sales charge
|
|
n
No contingent deferred sales charge
|
|
n
No contingent deferred sales charge
|
n
12b-1
fee of up to 0.25%
1
|
|
n
12b-1
fee of up to 1.00%
|
|
n
12b-1
fee of up to 1.00%
5
|
|
n
12b-1
fee of up to 0.50%
|
|
n
No
12b-1
fee
|
|
n
12b-1
fee of up to 0.25%
1
|
|
|
n
Generally converts to Class A shares on or about the end of the month which is at least eight years after the date on which shares were purchased along with a pro rata portion of reinvested dividends and distributions
2,3
|
|
n
Does not convert to Class A shares
|
|
n
Does not convert to Class A shares
|
|
n
Does not convert to Class A shares
|
|
n
Does not convert to Class A shares
|
n
Generally more appropriate for long-term investors
|
|
n
New or additional investments are not permitted.
|
|
n
Generally more appropriate for
short-term
investors
n
Purchase orders limited to amounts less than $1,000,000
|
|
n
Generally available only to employee benefit plans
|
|
n
Class Y shares are generally available to (i) investors who purchase through a fee-based advisory account with an approved financial intermediary, (ii) defined contribution plans, defined benefit retirement plans, endowments or foundations, (iii) banks or bank trust departments acting on their own behalf or as trustee or manager for trust accounts, or (iv) any current, former or retired trustee, director, officer or employee (or immediate family members of a current, former or retired trustee, director, officer or employee) of any Invesco Fund or of Invesco Ltd. or any of its subsidiaries. In fee-based advisory programs, a financial intermediary typically charges each investor a fee based on the value of the investors account in exchange for servicing that account. Class Y shares are generally not available for individual retirement accounts (IRAs) such as traditional, Roth, SEP, SAR-SEP and SIMPLE IRAs.
|
|
n
Generally closed to new investors
|
A-1 The
Invesco Funds
MCF06/12
|
|
|
1
|
|
Class A2 shares of Invesco Tax-Free Intermediate Fund and
Investor Class shares of Invesco Money Market Fund, Invesco
Tax-Exempt Cash Fund, Premier Portfolio, Premier Tax-Exempt
Portfolio and Premier U.S. Government Money Portfolio do
not have a
12b-1
fee,
and the Invesco Short Term Bond Fund Class A shares have a
12b-1
fee of
0.15%.
|
2
|
|
Class B shares of Invesco Money Market Fund convert to Invesco
Cash Reserve Shares. Class B5 shares of Invesco Money
Market Fund convert to Class A5 shares.
|
3
|
|
Class B shares and Class B5 shares will not convert to
Class A shares or Class A5 shares, respectively, that
have a higher 12b-1 fee rate than the respective Class B
shares or Class B5 shares at the time of conversion.
|
4
|
|
CDSC does not apply to redemption of Class C shares of Invesco
Short Term Bond Fund unless you received Class C shares of
Invesco Short Term Bond Fund through an exchange from Class C
shares from another Invesco Fund that is still subject to a CDSC.
|
5
|
|
The
12b-1
fee for Class C shares of certain Funds is less than 1.00%.
The Fees and Expenses of the FundAnnual Fund
Operating Expenses section of this prospectus reflects the
actual
12b-1
fees paid by a Fund.
|
In addition to the share classes shown in the chart above, the
following Funds offer the following additional share classes on
a limited basis:
|
|
n
|
Class A2 shares: Invesco Limited Maturity Treasury Fund and
Invesco Tax-Free Intermediate Fund;
|
|
n
|
Class A5 shares: Invesco Balanced-Risk Retirement Funds and
Invesco Money Market Fund;
|
|
|
n
|
Class B5 shares: Invesco Money Market Fund (New or
additional investments in Class B5 shares are not
permitted);
|
|
|
n
|
Class C5 shares: Invesco Balanced-Risk Retirement Funds and
Invesco Money Market Fund;
|
|
n
|
Class R5 shares: Invesco Balanced-Risk Retirement Funds;
|
|
n
|
Class P shares: Invesco Summit Fund;
|
|
|
n
|
Class S shares: Invesco Charter Fund, Invesco Conservative
Allocation Fund, Invesco Growth Allocation Fund, Invesco
Moderate Allocation Fund and Invesco Summit Fund; and
|
|
|
n
|
Invesco Cash Reserve Shares: Invesco Money Market Fund.
|
Share
Class Eligibility
Class A, B,
C and Invesco Cash Reserve Shares
Class A, C and Invesco Cash Reserve Shares are available to
all retail investors, including individuals, trusts,
corporations and other business and charitable organizations and
eligible employee benefit plans. The share classes offer
different fee structures which are intended to compensate
financial intermediaries for services provided in connection
with the sale of shares and continued maintenance of the
customer relationship. You should consider the services provided
by your financial adviser and any other financial intermediaries
who will be involved in the servicing of your account when
choosing a share class.
New or additional investments in Class B shares are not
permitted. Existing shareholders of Class B shares may
continue as Class B shareholders, continue to reinvest
dividends and capital gains distributions in Class B shares
and exchange their Class B shares for Class B shares
of other Funds as permitted by the current exchange privileges,
until they convert. For Class B shares outstanding on
November 29, 2010 and Class B shares acquired upon
reinvestment of dividends, all Class B share attributes
including the associated Rule 12b-1 fee, CDSC and conversion
features, will continue.
Class A2 Shares
Class A2 shares, which are offered only on Invesco
Limited Maturity Treasury Fund and Invesco Tax-Free Intermediate
Fund, are closed to new investors. All references in this
prospectus to Class A shares, shall include Class A2 shares,
unless otherwise noted.
Class A5,
B5, C5 and R5 Shares
Class A5, B5, C5 and R5 shares are closed to new investors.
Only investors who have continuously maintained an account in
Class A5, C5 or R5 of a specific Fund may make additional
purchases into Class A5, C5 and R5, respectively, of such
specific Fund. All references in this Prospectus to
Class A, B, C or R shares of the Invesco Funds shall
include Class A5 (excluding Invesco Money Market Fund), B5,
C5, or R5 shares, respectively, of the Invesco Funds, unless
otherwise noted. All references in this Prospectus to Invesco
Cash Reserve Shares of Invesco Money Market Fund shall include
Class A5 shares of Invesco Money Market Fund, unless
otherwise noted.
Class P
Shares
In addition to the other share classes discussed herein, the
Invesco Summit Fund offers Class P shares, which were
historically sold only through the AIM Summit Investors Plans I
and II (each a Plan and, collectively, the Summit Plans).
Class P shares are sold with no initial sales charge and
have a
12b-1
fee of 0.10%. However, Class P shares are not sold to
members of the general public. Only shareholders who had
accounts in the Summit Plans at the close of business on
December 8, 2006 may purchase Class P shares and only
until the total of their combined investments in the Summit
Plans and in Class P shares directly equals the face amount
of their former Plan under the 30 year extended investment
option. The face amount of a Plan is the combined total of all
scheduled monthly investments under the Plan. For a Plan with a
scheduled monthly investment of $100.00, the face amount would
have been $36,000.00 under the 30 year extended investment
option.
Class R
Shares
Class R shares are generally available only to eligible
employee benefit plans. These may include, for example,
retirement and deferred compensation plans maintained pursuant
to Sections 401, 403, and 457 of the Internal Revenue Code
(the Code); nonqualified deferred compensation plans; health
savings accounts maintained pursuant to Section 223 of the
Code; and voluntary employees beneficiary arrangements
maintained pursuant to Section 501(c)(9) of the Code.
Retirement plans maintained pursuant to Section 401
generally include 401(k) plans, profit sharing plans, money
purchase pension plans, and defined benefit plans. Class R
shares are generally not available for individual retirement
accounts (IRAs) such as traditional, Roth, SEP, SAR-SEP and
SIMPLE IRAs.
Class S
Shares
Class S shares are limited to investors who purchase shares
with the proceeds received from a systematic contractual
investment plan redemption within the 12 months prior to
purchasing Class S shares, and who purchase through an
approved financial intermediary that has an agreement with the
distributor to sell Class S shares. Class S shares are
not otherwise sold to members of the general public. An investor
purchasing Class S shares will not pay an initial sales
charge. The investor will no longer be eligible to purchase
additional Class S shares at that point where the value of
the contributions to the prior systematic contractual investment
plan combined with the subsequent Class S share
contributions equals the face amount of what would have been the
investors systematic contractual investment plan under the
30-year
investment option. The face amount of a systematic contractual
investment plan is the combined total of all scheduled monthly
investments under that plan. For a plan with a scheduled monthly
investment of $100.00, the face amount would have been
$36,000.00 under the
30-year
extended investment option.
Class Y
Shares
Class Y shares are generally available to investors who
purchase through a fee-based advisory account with an approved
financial intermediary or
A-2 The
Invesco Funds
to any current, former or retired trustee, director, officer or
employee (or immediate family members of a current, former or
retired trustee, director, officer or employee) of any Invesco
Fund or of Invesco Ltd. or any of its subsidiaries. In fee-based
advisory programs, a financial intermediary typically charges
each investor a fee based on the value of the investors
account in exchange for servicing that account. Class Y shares
are generally not available for individual retirement accounts
(IRAs) such as traditional, Roth, SEP, SAR-SEP and SIMPLE IRAs.
Subject to any conditions or limitations imposed on the
servicing of Class Y shares by your financial adviser, if
you received Class Y shares as a result of a merger or
reorganization of a predecessor fund into any of the Funds, you
will be permitted to make additional Class Y share
purchases.
Investor
Class Shares
Some of the Funds offer Investor Class
shares.
Investor Class shares are sold with no initial
sales charge and have a maximum
12b-1
fee of
0.25%. Investor Class shares are not sold to members of the
general public. Only the following persons may purchase Investor
Class shares:
|
|
n
|
Investors who established accounts prior to April 1, 2002,
in Investor Class shares who have continuously maintained an
account in Investor Class shares (this includes anyone listed in
the registration of an account, such as a joint owner, trustee
or custodian, and immediate family members of such persons).
These investors are referred to as Investor Class
grandfathered investors.
|
n
|
Customers of certain financial intermediaries which have had
relationships with the Funds distributor or any Funds that
offered Investor Class shares prior to April 1, 2002, who
have continuously maintained such relationships. These
intermediaries are referred to as Investor Class
grandfathered intermediaries.
|
n
|
Eligible employee benefit plans. Investor Class shares are
generally not available for IRAs unless the IRA depositor is
considered an Investor Class grandfathered investor or the
account is opened through an Investor Class grandfathered
intermediary.
|
n
|
Any current, former or retired trustee, director, officer or
employee (or immediate family member of a current, former or
retired trustee, director, officer or employee) of any Invesco
Fund or of Invesco Ltd. or any of its subsidiaries.
|
Distribution
and Service
(12b-1)
Fees
Except as noted below, each Fund has adopted a distribution plan
or distribution plan and service plan pursuant to SEC
Rule 12b-1.
A
12b-1
plan
allows a Fund to pay distribution and service fees to Invesco
Distributors, Inc. (Invesco Distributors) to compensate or
reimburse, as applicable, Invesco Distributors for its efforts
in connection with the sale and distribution of the Funds
shares and for services provided to shareholders, all or a
substantial portion of which are paid to the dealer of record.
Because the Funds pay these fees out of their assets on an
ongoing basis, over time these fees will increase the cost of
your investment and may cause you to pay more than the maximum
permitted initial sales charges described in this prospectus.
The following Funds and share classes do not have
12b-1
plans:
|
|
n
|
Invesco Tax-Free Intermediate Fund, Class A2 shares.
|
n
|
Invesco Money Market Fund, Investor Class shares.
|
n
|
Invesco Tax-Exempt Cash Fund, Investor Class shares.
|
n
|
Premier Portfolio, Investor Class shares.
|
n
|
Premier U.S. Government Money Portfolio, Investor Class
shares.
|
n
|
Premier Tax-Exempt Portfolio, Investor Class shares.
|
n
|
All Funds, Class Y shares
|
Under the applicable distribution plan or distribution plan and
service plan, the Funds may pay distribution and service fees up
to the following amounts with respect to each Funds
average daily net assets with respect to such class:
|
|
n
|
Class A shares: 0.25%
|
n
|
Class B shares: 1.00%
|
n
|
Class C shares: 1.00%
|
n
|
Class P shares: 0.10%
|
n
|
Class R shares: 0.50%
|
n
|
Class S shares: 0.15%
|
n
|
Invesco Cash Reserve Shares: 0.15%
|
n
|
Investor Class shares: 0.25%
|
Please refer to the prospectus fee table for more information on
a particular Funds
12b-1
fees.
Initial
Sales Charges (Class A Shares Only)
The Funds are grouped into four categories for determining
initial sales charges. The Other Information section
of each Funds prospectus will tell you the sales charge
category in which the Fund is classified. As used below, the
term offering price with respect to all categories
of Class A shares includes the initial sales charge.
|
|
|
|
|
|
|
|
|
|
|
|
|
Category I Initial Sales Charges
|
|
|
|
|
Investors Sales Charge
|
Amount invested
|
|
As a % of
|
|
As a % of
|
in a single transaction
|
|
Offering Price
|
|
Investment
|
|
Less than
|
|
$
|
50,000
|
|
|
|
5.50
|
%
|
|
|
5.82
|
%
|
|
$50,000 but less than
|
|
$
|
100,000
|
|
|
|
4.50
|
|
|
|
4.71
|
|
|
$100,000 but less than
|
|
$
|
250,000
|
|
|
|
3.50
|
|
|
|
3.63
|
|
|
$250,000 but less than
|
|
$
|
500,000
|
|
|
|
2.75
|
|
|
|
2.83
|
|
|
$500,000 but less than
|
|
$
|
1,000,000
|
|
|
|
2.00
|
|
|
|
2.04
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Category II Initial Sales Charges
|
|
|
|
|
Investors Sales Charge
|
Amount invested
|
|
As a % of
|
|
As a % of
|
in a single transaction
|
|
Offering Price
|
|
Investment
|
|
Less than
|
|
$
|
50,000
|
|
|
|
4.75
|
%
|
|
|
4.99
|
%
|
|
$50,000 but less than
|
|
$
|
100,000
|
|
|
|
4.25
|
|
|
|
4.44
|
|
|
$100,000 but less than
|
|
$
|
250,000
|
|
|
|
3.50
|
|
|
|
3.63
|
|
|
$250,000 but less than
|
|
$
|
500,000
|
|
|
|
2.50
|
|
|
|
2.56
|
|
|
$500,000 but less than
|
|
$
|
1,000,000
|
|
|
|
2.00
|
|
|
|
2.04
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Category III Initial Sales Charges
|
|
|
|
|
Investors Sales Charge
|
Amount invested
|
|
As a % of
|
|
As a % of
|
in a single transaction
|
|
Offering Price
|
|
Investment
|
|
Less than
|
|
$
|
100,000
|
|
|
|
1.00
|
%
|
|
|
1.01
|
%
|
|
$100,000 but less than
|
|
$
|
250,000
|
|
|
|
0.75
|
|
|
|
0.76
|
|
|
$250,000 but less than
|
|
$
|
1,000,000
|
|
|
|
0.50
|
|
|
|
0.50
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Category IV Initial Sales Charges
|
|
|
|
|
Investors Sales Charge
|
Amount invested
|
|
As a % of
|
|
As a % of
|
in a single transaction
|
|
Offering Price
|
|
Investment
|
|
Less than
|
|
$
|
100,000
|
|
|
|
2.50
|
%
|
|
|
2.56
|
%
|
|
$100,000 but less than
|
|
$
|
250,000
|
|
|
|
1.75
|
|
|
|
1.78
|
|
|
$250,000 but less than
|
|
$
|
500,000
|
|
|
|
1.25
|
|
|
|
1.27
|
|
|
$500,000 but less than
|
|
$
|
1,000,000
|
|
|
|
1.00
|
|
|
|
1.01
|
|
|
Class A
Shares Sold Without an Initial Sales Charge
Certain categories of investors are permitted to purchase and
certain intermediaries are permitted to sell Class A shares
of the Funds without an initial sales charge because their
transactions involve little or no expense. The investors who may
purchase Class A shares without paying an initial sales
charge include the following:
|
|
n
|
Investors who purchase shares through a fee-based advisory
account with an approved financial intermediary or any current
or retired trustee, director, officer or employee of any Invesco
Fund or of Invesco Ltd. or
|
A-3 The
Invesco Funds
|
|
|
any of its subsidiaries. In a fee based advisory program, a
financial intermediary typically charges each investor a fee
based on the value of the investors account in exchange
for servicing that account.
|
|
|
n
|
Any investor who purchases their shares with the proceeds of a
rollover, transfer or distribution from a retirement plan or
individual retirement account for which Invesco Distributors
acts as the prototype sponsor to another eligible retirement
plan or individual retirement account for which Invesco
Distributors acts as the prototype sponsor, to the extent that
such proceeds are attributable to the redemption of shares of a
Fund held through the plan or account.
|
n
|
Certain retirement plans (the Plan or
Plans); provided, however, that such Plans:
|
|
|
|
|
n
|
have assets of at least $1 million; or
|
|
n
|
have at least 100 employees eligible to participate in the
Plan; or
|
|
n
|
execute multiple-plan transactions through a single omnibus
account per Fund.
|
|
|
n
|
Any investor who maintains an account in Investor Class shares
of a Fund (this includes anyone listed in the registration of an
account, such as a joint owner, trustee or custodian, and
immediate family members of such persons).
|
n
|
Qualified Tuition Programs created and maintained in accordance
with Section 529 of the Code.
|
n
|
Insurance company separate accounts.
|
No investor will pay an initial sales charge in the following
circumstances:
|
|
n
|
When buying Class A shares of Invesco Tax-Exempt Cash Fund.
|
|
|
n
|
When reinvesting dividends and distributions.
|
n
|
When exchanging shares of one Fund, that were previously
assessed a sales charge, for shares of another Fund.
|
n
|
As a result of a Funds merger, consolidation, or
acquisition of the assets of another Fund.
|
n
|
Unit investment trusts sponsored by Invesco Distributors or its
affiliates.
|
n
|
Unitholders of Invesco Van Kampen unit investment trusts that
enrolled in the reinvestment program prior to December 3,
2007 to reinvest distributions from such trusts in Class A
shares of the Funds. The Funds reserve the right to modify or
terminate this program at any time.
|
Reduced Sales
Charges and Sales Charge Exceptions
You may qualify for reduced sales charges or sales charge
exceptions. Qualifying types of accounts for you and your
Immediate Family as described in a Funds SAI
include individual, joint, certain trusts, 529 college savings
plan and Coverdell Education Savings, certain retirement plans
established for the benefit of an individual, and Uniform
Gifts/Transfers to Minor Acts accounts. To qualify for these
reductions or exceptions, you or your financial adviser must
notify the transfer agent and provide the necessary
documentation at the time of purchase that your purchase
qualifies for such treatment. Certain individuals and
employer-sponsored retirement plans may link accounts for the
purpose of qualifying for lower initial sales charges.
Purchases of Class A shares of Invesco Tax-Exempt Cash Fund
or Invesco Cash Reserve Shares of Invesco Money Market Fund or
Investor Class shares of any fund will not be taken into account
in determining whether a purchase qualifies for a reduction in
initial sales charges pursuant to
Rights of Accumulation
or
Letters of Intent.
Rights of
Accumulation
You may combine your new purchases of Class A shares of a
Fund with other Fund shares currently owned (Class A, B, C,
IB, IC, P, R, S or Y) for the purpose of qualifying for the
lower initial sales charge rates that apply to larger purchases.
The applicable initial sales charge for the new purchase is
based on the total of your current purchase and the value of
other shares owned based on their current public offering price.
The transfer agent may automatically link certain accounts
registered in the same name with the same taxpayer
identification number for the purpose of qualifying you for
lower initial sales charge rates.
Letters of
Intent
Under a Letter of Intent (LOI), you commit to purchase a
specified dollar amount of Class A shares of one or more
Funds during a
13-month
period. The amount you agree to purchase determines the initial
sales charge you pay. If the full amount committed to in the LOI
is not invested by the end of the
13-month
period, your account will generally be assessed the higher
initial sales charge that would normally be applicable to the
total amount actually invested.
Reinstatement
Following Redemption
If you redeem any class of shares of a Fund, you may reinvest
all or a portion of the proceeds from the redemption in the same
share class of any Fund in the same Category within
180 days of the redemption without paying an initial sales
charge. Class B, P and S redemptions may be reinvested only
into Class A shares with no initial sales charge.
Class Y redemptions may be reinvested into either
Class Y shares or Class A shares with no initial sales
charge.
This reinstatement privilege does not apply to a purchase made
through a regularly scheduled automatic investment plan, such as
a purchase by a regularly scheduled payroll deduction or
transfer from a bank account.
This reinstatement privilege is suspended for the period of time
in which a purchase block is in place on a shareholders
account. Please see Purchase Blocking Policy
discussed below.
In order to take advantage of this reinstatement privilege, you
must inform your financial adviser or the transfer agent that
you wish to do so at the time of your investment.
Contingent
Deferred Sales Charges (CDSCs)
CDSCs on
Class A Shares and Invesco Cash Reserve Shares of Invesco
Money Market Fund
You can purchase $1,000,000 or more (a Large Purchase) of
Class A shares of Category I, II and IV Funds without
paying an initial sales charge. However, if you redeem these
shares prior to 18 months after the date of purchase, they
will be subject to a CDSC of 1%.
If you currently own Class A shares of a Category I, II or
IV Fund, and make additional purchases without paying an initial
sales charge that result in account balances of $1,000,000 or
more, the additional shares purchased will be subject to an
18-month,
1%
CDSC.
If Invesco Distributors pays a concession to the dealer of
record in connection with a Large Purchase of Class A
shares by an employee benefit plan, the Class A shares may
be subject to a 1% CDSC if all of the plans shares are
redeemed within one year from the date of the plans
initial purchase.
If you acquire Invesco Cash Reserve Shares of Invesco Money
Market Fund or Class A shares of Invesco Tax-Exempt Cash
Fund through an exchange involving Class A shares that were
subject to a CDSC, the shares acquired as a result of the
exchange will continue to be subject to that same CDSC.
CDSCs on
Class B Shares
Class B shares are subject to a CDSC. If you redeem your
shares during the CDSC period, you will be assessed a CDSC as
follows, unless you qualify for one of the CDSC exceptions
outlined below. The Funds are grouped into seven categories for
determining CDSCs. The Other Information section of
each Funds prospectus will tell you the CDSC category in
which the Fund is classified.
A-4 The
Invesco Funds
|
|
|
|
|
CDSC Category I
|
|
Year since purchase made
|
|
Class B CDSC
|
|
|
|
First
|
|
|
5.00
|
%
|
|
Second
|
|
|
4.00
|
|
|
Third
|
|
|
3.00
|
|
|
Fourth
|
|
|
3.00
|
|
|
Fifth
|
|
|
2.00
|
|
|
Sixth
|
|
|
1.00
|
|
|
Seventh and following
|
|
|
None
|
|
|
|
|
|
|
|
CDSC Category II
|
|
Year since purchase made
|
|
Class B CDSC
|
|
|
|
First
|
|
|
5.00
|
%
|
|
Second
|
|
|
4.00
|
|
|
Third
|
|
|
3.00
|
|
|
Fourth
|
|
|
2.00
|
|
|
Fifth
|
|
|
2.00
|
|
|
Sixth
|
|
|
1.00
|
|
|
Seventh and following
|
|
|
None
|
|
|
|
|
|
|
|
CDSC Category III
|
|
Year since purchase made
|
|
Class B CDSC
|
|
|
|
First
|
|
|
5.00
|
%
|
|
Second
|
|
|
4.00
|
|
|
Third
|
|
|
3.00
|
|
|
Fourth
|
|
|
2.50
|
|
|
Fifth
|
|
|
1.50
|
|
|
Sixth
|
|
|
None
|
|
|
|
|
|
|
|
CDSC Category IV
|
|
Year since purchase made
|
|
Class B CDSC
|
|
|
|
First
|
|
|
4.00
|
%
|
|
Second
|
|
|
3.75
|
|
|
Third
|
|
|
3.50
|
|
|
Fourth
|
|
|
2.50
|
|
|
Fifth
|
|
|
1.50
|
|
|
Sixth
|
|
|
1.00
|
|
|
Seventh and following
|
|
|
None
|
|
|
|
|
|
|
|
CDSC Category V
|
|
Year since purchase made
|
|
Class B CDSC
|
|
|
|
First
|
|
|
2.00
|
%
|
|
Second
|
|
|
1.50
|
|
|
Third
|
|
|
1.00
|
|
|
Fourth
|
|
|
0.50
|
|
|
Fifth and following
|
|
|
None
|
|
|
|
|
|
|
|
|
|
|
|
CDSC Category VI
|
|
|
|
Class B CDSC
|
|
|
Class B CDSC
|
|
|
|
purchased before
|
|
|
purchased on or after
|
|
Year since purchase made
|
|
June 1, 2005
|
|
|
June 1, 2005
|
|
|
|
First
|
|
|
3.00
|
%
|
|
|
4.00
|
%
|
|
Second
|
|
|
2.50
|
|
|
|
4.00
|
|
|
Third
|
|
|
2.00
|
|
|
|
3.00
|
|
|
Fourth
|
|
|
1.00
|
|
|
|
2.50
|
|
|
Fifth
|
|
|
None
|
|
|
|
1.50
|
|
|
Sixth and following
|
|
|
None
|
|
|
|
None
|
|
|
|
|
|
|
|
CDSC Category VII
|
|
Year since purchase made
|
|
Class B CDSC
|
|
|
|
First
|
|
|
4.00
|
%
|
|
Second
|
|
|
4.00
|
|
|
Third
|
|
|
3.00
|
|
|
Fourth
|
|
|
2.50
|
|
|
Fifth
|
|
|
1.50
|
|
|
Sixth and following
|
|
|
None
|
|
|
CDSCs on
Class C Shares
Class C shares are sold without an initial sales charge.
However, they are subject to a CDSC. If you redeem your shares
during the first year since purchase has been made you will be
assessed a 1% CDSC, unless you qualify for one of the CDSC
exceptions outlined below.
CDSCs on
Class C SharesEmployee Benefit Plan
Invesco Distributors pays a concession to the dealer of record
in connection with a purchase of Class C shares by an
employee benefit plan; the Class C shares are subject to a
1.00% CDSC at the time of redemption if all of the plans
shares are redeemed within one year from the date of the
plans initial purchase.
CDSCs on
Class C Shares of Invesco Short Term Bond Fund
Class C shares of Invesco Short Term Bond Fund are not
normally subject to a CDSC. However, if you acquired shares of
those Funds through an exchange, and the shares originally
purchased were subject to a CDSC, the shares acquired as a
result of the exchange will continue to be subject to that same
CDSC. Conversely, if you acquire Class C shares of any
other Fund as a result of an exchange involving Class C
shares of Invesco Short Term Bond Fund that were not subject to
a CDSC, then the shares acquired as a result of the exchange
will not be subject to a CDSC.
Computing a
CDSC
The CDSC on redemptions of shares is computed based on the lower
of their original purchase price or current net asset value, net
of reinvested dividends and capital gains distributions. In
determining whether to charge a CDSC, shares are accounted for
on a
first-in,
first-out basis, which means that you will redeem shares on
which there is no CDSC first, and then shares in the order of
their purchase.
CDSC
Exceptions
Investors who own shares that are otherwise subject to a CDSC
will not pay a CDSC in the following circumstances:
|
|
n
|
If you participate in the Systematic Redemption Plan and
withdraw up to 12% of the value of your shares that are subject
to a CDSC in any twelve-month period.
|
n
|
If you redeem shares to pay account fees.
|
n
|
If you are the executor, administrator or beneficiary of an
estate or are otherwise entitled to assets remaining in an
account following the death
|
A-5 The
Invesco Funds
|
|
|
or post-purchase disability of a shareholder or beneficial owner
and you choose to redeem those shares.
|
There are other circumstances under which you may be able to
redeem shares without paying CDSCs.
Shares acquired through the reinvestment of dividends and
distributions are not subject to CDSCs.
The following share classes are sold with no CDSC:
|
|
n
|
Class A shares of Invesco Tax-Exempt Cash Fund.
|
n
|
Class A shares of Invesco Limited Maturity Treasury
Fund and Invesco Tax-Free Intermediate Fund purchased on or
after October 21, 2002, and prior to February 1, 2010.
|
n
|
Class A2 shares of Invesco Limited Maturity Treasury
Fund and Invesco Tax-Free Intermediate Fund.
|
n
|
Invesco Cash Reserve Shares of Invesco Money Market Fund.
|
n
|
Investor Class shares of any Fund.
|
n
|
Class P shares of Invesco Summit Fund.
|
|
|
n
|
Class S shares of Invesco Charter Fund, Invesco
Conservative Allocation Fund, Invesco Growth Allocation Fund,
Invesco Moderate Allocation Fund and Invesco Summit Fund.
|
|
|
n
|
Class Y shares of any Fund.
|
CDSCs Upon
Converting to Class Y Shares
If shares that are subject to a CDSC are converted to
Class Y shares, the applicable CDSC will be assessed prior
to conversion.
Purchasing
Shares
If you hold your shares through a financial intermediary, your
eligibility to purchase shares and the terms by which you may
purchase, redeem and exchange shares may differ depending on
that institutions policies.
Minimum
Investments
There are no minimum investments for Class P, R or S shares
for fund accounts. The minimum investments for Class A, C,
Y, Investor Class and Invesco Cash Reserve shares for fund
accounts are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional
|
|
|
Initial Investment
|
|
Investments
|
Type of Account
|
|
Per Fund
|
|
Per Fund
|
|
Asset or fee-based accounts managed by your financial adviser
|
|
|
None
|
|
|
|
None
|
|
|
Eligible employee benefit plans, SEP, SARSEP and SIMPLE IRA plans
|
|
|
None
|
|
|
|
None
|
|
|
IRAs, Roth IRAs and Coverdell ESAs if the new investor is
purchasing shares through a systematic purchase plan
|
|
$
|
25
|
|
|
$
|
25
|
|
|
All other accounts if the investor is purchasing shares through
a systematic purchase plan
|
|
|
50
|
|
|
|
50
|
|
|
IRAs, Roth IRAs and Coverdell ESAs
|
|
|
250
|
|
|
|
25
|
|
|
All other accounts
|
|
|
1,000
|
|
|
|
50
|
|
|
Invesco Distributors has the discretion to accept orders for
lesser amounts
|
|
|
|
|
|
|
|
|
|
How to Purchase
Shares
|
|
|
|
|
|
|
Opening An Account
|
|
Adding To An Account
|
|
Through a Financial Adviser
|
|
Contact your financial adviser.
|
|
Contact your financial adviser.
|
By Mail
|
|
Mail completed account application and check to the transfer
agent,
Invesco Investment Services, Inc.,
P.O. Box 219078,
Kansas City, MO
64121-9078.
Invesco Investment Services, Inc. does NOT accept the following
types of payments: Credit Card Checks, Third Party Checks, and
Cash*.
|
|
Mail your check and the remittance slip from your confirmation
statement to the transfer agent. Invesco Investment Services,
Inc. does NOT accept the following types of payments: Credit
Card Checks, Third Party Checks, and Cash*.
|
By Wire
|
|
Mail completed account application to the transfer agent. Call
the transfer agent at (800)
959-4246
to
receive a reference number. Then, use the wire instructions
provided below.
|
|
Call the transfer agent to receive a reference number. Then, use
the wire instructions provided below.
|
Wire Instructions
|
|
Beneficiary Bank ABA/Routing #: 011001234
Beneficiary Account Number: 729639
Beneficiary Account Name: Invesco Investment Services, Inc.
RFB: Fund Name, Reference #
OBI: Your Name, Account #
|
By Telephone
|
|
Open your account using one of the methods described above.
|
|
Select the Bank Account Information option on your completed
account application or complete a Systematic Options and Bank
Information Form. Mail the application or form to the transfer
agent. Once the transfer agent has received the form, call the
transfer agent at the number below to place your purchase order.
|
Automated Investor Line
|
|
Open your account using one of the methods described above.
|
|
Call the Invesco Investment Services, Inc.
24-hour
Automated Investor Line at
1-800-246-5463.
You may place your order after you have provided the bank
instructions that will be requested.
|
By Internet
|
|
Open your account using one of the methods described above.
|
|
Access your account at www.invesco.com/us. The proper bank
instructions must have been provided on your account. You may
not purchase shares in retirement accounts on the internet.
|
|
|
|
|
*
|
|
In addition, Invesco Investment Services, Inc. does not accept
cash equivalents for employer sponsored plan accounts. Cash
equivalents include cashiers checks, official checks, bank
drafts, travelers checks, treasurers checks, postal
money orders or money orders. We also reserve the right to
reject at our sole discretion payment by Temporary / Starter
Checks.
|
Purchase orders will not be processed unless the account
application and purchase payment are received in good order. In
accordance with the USA PATRIOT Act, if you fail to provide all
the required information requested in the current account
application, your purchase order will not be processed.
Additionally, federal law requires that the Fund verify and
record your identifying information.
A-6 The
Invesco Funds
Systematic
Purchase Plan
You can arrange for periodic investments in any of the Funds by
authorizing the transfer agent to withdraw the amount of your
investment from your bank account on a day or dates you specify
and in an amount of at least $25 per Fund for IRAs, Roth IRAs
and Coverdell ESAs, and at least $50 per Fund for all other
types of accounts (a Systematic Purchase Plan). You may stop the
Systematic Purchase Plan at any time by giving the transfer
agent notice ten days prior to your next scheduled withdrawal.
Certain financial advisers and other financial intermediaries
may also offer systematic purchase plans.
Dollar Cost
Averaging
Dollar Cost Averaging allows you to make automatic periodic
exchanges, if permitted, from one Fund to another Fund or
multiple other Funds. The account from which exchanges are to be
made must have a minimum balance of $5,000 before you can use
this option. Exchanges will occur on (or about) the day of the
month you specify, in the amount you specify. Dollar Cost
Averaging cannot be set up for the 29th through the 31st of the
month. The minimum amount you can exchange to another Fund is
$50. Certain financial advisers and other financial
intermediaries may also offer dollar cost averaging programs.
Automatic
Dividend and Distribution Investment
Your dividends and distributions may be paid in cash or
reinvested in the same Fund or another Fund without paying an
initial sales charge. Unless you specify otherwise, your
dividends and distributions will automatically be reinvested in
the same Fund. If you elect to receive your distributions by
check, and the distribution amount is $10 or less, then the
amount will be automatically reinvested in the same Fund and no
check will be issued. If you have elected to receive
distributions by check, and the postal service is unable to
deliver checks to your address of record, then your distribution
election may be converted to having all subsequent distributions
reinvested in the same Fund and no checks will be issued. With
respect to certain account types, if your check remains uncashed
for six months, the Fund generally reserves the right to
reinvest your distribution check in your account at the then
applicable NAV and to reinvest all subsequent distributions in
shares of the Fund. Such checks will be reinvested into the same
share class of the Fund unless you own shares in both Class A
and Class B of the same Fund, in which case the check may be
reinvested into the Class A shares. You should contact the
transfer agent to change your distribution option, and your
request to do so must be received by the transfer agent before
the record date for a distribution in order to be effective for
that distribution. No interest will accrue on amounts
represented by uncashed distribution checks.
You must comply with the following requirements to be eligible
to invest your dividends and distributions in shares of another
Fund:
|
|
n
|
Your account balance in the Fund paying the dividend or
distribution must be at least $5,000; and
|
n
|
Your account balance in the Fund receiving the dividend or
distribution must be at least $500.
|
Portfolio
Rebalancing Program
If you have at least $5,000 in your account, you may participate
in the Portfolio Rebalancing Program. Under this Program, you
can designate how the total value of your Fund holdings should
be rebalanced, on a percentage basis, between two and ten of
your Funds on a quarterly, semiannual or annual basis. Your
portfolio will be rebalanced through the exchange of shares in
one or more of your Funds for shares of the same class of one or
more other Funds in your portfolio. Rebalancing will not occur
if your portfolio is within 2% of your stated allocation. If you
wish to participate in the Program, make changes or cancel the
Program, the transfer agent must receive your request to
participate, changes, or cancellation in good order at least
five business days prior to the next rebalancing date, which is
normally the 28th day of the last month of the period you
choose. We may modify, suspend or terminate the Program at any
time on 60 days prior written notice to participating
investors. Certain financial advisers and other financial
intermediaries may also offer portfolio rebalancing programs.
Redeeming
Shares
For Funds other than Premier Portfolio, Premier Tax-Exempt
Portfolio and Premier U.S. Government Money Portfolio, the
transfer agent or authorized intermediary, if applicable, must
receive your call during the hours of the customary trading
session of the New York Stock Exchange (NYSE) in order to effect
the redemption at that days net asset value. For Premier
Portfolio, Premier Tax-Exempt Portfolio and Premier
U.S. Government Money Portfolio, the transfer agent or
authorized intermediary, if applicable, must receive your call
before the Funds net asset value determination in order to
effect the redemption that day.
|
|
|
How to Redeem Shares
|
|
Through a Financial Adviser or Financial Intermediary
|
|
Contact your financial adviser or financial intermediary
(including your retirement plan administrator).
|
By Mail
|
|
Send a written request to the transfer agent which includes:
|
|
|
n
Original signatures of all registered owners/trustees;
|
|
|
n
The dollar value or number of shares that you wish to redeem;
|
|
|
n
The name of the Fund(s) and your account number;
|
|
|
n
The cost basis method or specific shares you wish to redeem for tax reporting purposes, if different than the method already on record; and
|
|
|
n
Signature guarantees, if necessary (see below).
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The transfer agent may require that you provide additional
documentation, or information, such as corporate resolutions or
powers of attorney, if applicable. If you are redeeming from an
IRA or other type of retirement account, you must complete the
appropriate distribution form, as well as employer authorization.
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By Telephone
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Call the transfer agent at
1-800-959-4246.
You will be allowed to redeem by telephone if:
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Your redemption proceeds are to be mailed to your address on record (and there has been no change in your address of record within the last 30 days) or transferred electronically to a pre-authorized checking account;
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You do not hold physical share certificates;
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You can provide proper identification information;
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Your redemption proceeds do not exceed $250,000 per Fund; and
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You have not previously declined the telephone redemption privilege.
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You may, in limited circumstances, initiate a redemption from an
Invesco IRA by telephone. Redemptions from other types of
retirement plan accounts may be initiated only in writing and
require the completion of the appropriate distribution form, as
well as employer authorization.
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Automated Investor Line
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Call the Invesco Investment Services, Inc. 24-hour Automated
Investor Line at
1-800-246-5463.
You may place your redemption order after you have provided the
bank instructions that will be requested.
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By Internet
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Place your redemption request at www.invesco.com/us. You will be
allowed to redeem by Internet if:
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You do not hold physical share certificates;
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You can provide proper identification information;
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Your redemption proceeds do not exceed $250,000 per Fund; and
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You have already provided proper bank information.
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Redemptions from most retirement plan accounts may be initiated
only in writing and require the completion of the appropriate
distribution form, as well as employer authorization.
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Timing and Method
of Payment
We normally will send out payments within one business day, and
in any event no more than seven days, after your redemption
request is received in good order (meaning that all necessary
information and documentation related to the redemption request
have been provided to the transfer
A-7 The
Invesco Funds
agent or authorized intermediary, if applicable). If you redeem
shares recently purchased by check or ACH, you may be required
to wait up to ten business days before we send your redemption
proceeds. This delay is necessary to ensure that the purchase
has cleared. Payment may be postponed under unusual
circumstances, as allowed by the SEC, such as when the NYSE
restricts or suspends trading.
Redemption checks are mailed to your address of record, via
first class U.S. mail, unless you make other
arrangements with the transfer agent.
We use reasonable procedures to confirm that instructions
communicated via telephone and the Internet are genuine, and we
are not liable for losses arising from actions taken in
accordance with instructions that are reasonably believed to be
genuine.
Expedited
Redemptions (Invesco Cash Reserve Shares of Invesco Money Market
Fund only)
If you place your redemption order by telephone, before
11:30 a.m. Eastern Time and request an expedited
redemption, we will transmit payment of redemption proceeds on
that same day via federal wire to a bank of record on your
account. If we receive your redemption order after
11:30 a.m. Eastern Time and before the close of the
customary trading session of the NYSE, we will transmit payment
on the next business day.
Systematic
Withdrawals
You may arrange for regular periodic withdrawals from your
account in amounts equal to or greater than $50 per Fund. We
will redeem the appropriate number of shares from your account
to provide redemption proceeds in the amount requested. You must
have a total account balance of at least $5,000 in order to
establish a Systematic Redemption Plan, unless you are
establishing a Required Minimum Distribution for a retirement
plan. You can stop this plan at any time by giving ten
days prior notice to the transfer agent.
Check
Writing
The transfer agent provides check writing privileges for
accounts in the following Funds and share classes:
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Invesco Money Market Fund, Invesco Cash Reserve Shares,
Class A5 shares, Class Y shares and Investor Class
shares
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Invesco Tax-Exempt Cash Fund, Class A shares, Class Y
shares and Investor Class shares
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Premier Portfolio, Investor Class shares
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Premier Tax-Exempt Portfolio, Investor Class shares
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Premier U.S. Government Money Portfolio, Investor Class
shares
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You may redeem shares of these Funds by writing checks in
amounts of $250 or more if you have subscribed to the service by
completing a Check Writing authorization form.
Redemption by check is not available for retirement accounts.
Checks are not eligible to be converted to ACH by the payee. You
may not give authorization to a payee by phone to debit your
account by ACH for a debt owed to the payee.
Signature
Guarantees
We require a signature guarantee in the following circumstances:
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When your redemption proceeds will equal or exceed $250,000 per
Fund.
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When you request that redemption proceeds be paid to someone
other than the registered owner of the account.
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When you request that redemption proceeds be sent somewhere
other than the address of record or bank of record on the
account.
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When you request that redemption proceeds be sent to a new
address or an address that changed in the last 30 days.
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The transfer agent will accept a guarantee of your signature by
a number of different types of financial institutions. Call the
transfer agent for additional information. Some institutions
have transaction amount maximums for these guarantees. Please
check with the guarantor institution to determine whether the
signature guarantee offered will be sufficient to cover the
value of your transaction request.
Redemptions in
Kind
Although the Funds generally intend to pay redemption proceeds
solely in cash, the Funds reserve the right to determine, in
their sole discretion, whether to satisfy redemption requests by
making payment in securities or other property (known as a
redemption in kind).
Redemptions
Initiated by the Funds
If your account (Class A, B, C, P, S and Investor Class
shares only) has been open at least one year, you have not made
an additional purchase in the account during the past six
calendar months, and the value of your account falls below $500
for three consecutive months, the Funds have the right to redeem
the account after giving you 60 days prior written
notice. You may avoid having your account redeemed during the
notice period by bringing the account value up to $500 or by
initiating a Systematic Purchase Plan.
If the Fund determines that you have not provided a correct
Social Security or other tax identification number on your
account application, or the Fund is not able to verify your
identity as required by law, the Fund may, at its discretion,
redeem the account and distribute the proceeds to you.
Minimum Account
Balance
A low balance fee of $12 per year will be deducted in the fourth
quarter of each year from all Class A share, Class C
share and Investor Class share accounts held in the Fund (each a
Fund Account) with a value less than the low balance amount
(the Low Balance Amount) as determined from time to time by the
Fund and the Adviser. The Fund and the Adviser generally expect
the Low Balance Amount to be $750, but such amount may be
adjusted for any year depending on various factors, including
market conditions. The Low Balance Amount and the date on which
it will be deducted from any Fund Account will be posted on
our web site, www.invesco.com/us, on or about November 1 of each
year. This fee will be payable to the transfer agent by
redeeming from a Fund Account sufficient shares owned by a
shareholder and will be used by the transfer agent to offset
amounts that would otherwise be payable by the Fund to the
transfer agent under the transfer agency agreement. The low
balance fee is not applicable to Fund Accounts comprised
of: (i) fund of funds accounts, (ii) escheated
accounts, (iii) accounts participating in a Systematic
Purchase Plan established directly with the Fund,
(iv) accounts with Dollar Cost Averaging, (v) accounts
in which Class B Shares are immediately involved in the
automatic conversion to Class A Shares, and those
corresponding Class A Shares immediately involved in such
conversion, (vi) accounts in which all shares are evidenced
by share certificates, (vii) certain retirement plan
accounts, (viii) forfeiture accounts in connection with
certain retirement plans, (ix) investments in Class B,
Class P, Class R, Class S or Class Y Shares,
(x) certain money market funds (Investor Class of Premier
U.S. Government Money, Premier Tax-Exempt and Premier
Portfolios; all classes of Invesco Money Market Fund; and all
classes of Invesco Tax-Exempt Cash Fund), or (xi) accounts
in Class A shares established pursuant to an advisory fee
program.
Some investments in the Funds are made through accounts that are
maintained by intermediaries (rather than the Funds
transfer agent) and some investments are made indirectly through
products that use the Funds as underlying investments, such as
employee benefit plans, funds of funds, qualified tuition plans,
and variable insurance contracts (these products are generally
referred to as conduit investment vehicles). If shares of the
Funds are held in an account maintained by an intermediary or in
the name of a conduit investment vehicle (and not in the names
of individual investors), the intermediary or conduit investment
vehicle may impose low balance rules which differ from those
described in this prospectus. Please consult your financial
adviser or other financial intermediary for details.
A-8 The
Invesco Funds
Exchanging
Shares
You may, under certain circumstances, exchange shares in one
Fund for those of another Fund. An exchange is the purchase of
shares in one Fund which is paid for with the proceeds from a
redemption of shares of another Fund effectuated on the same
day. Any gain on the transaction may be subject to federal
income tax. Accordingly, the procedures and processes applicable
to redemptions of Fund shares, as discussed under the heading
Redeeming Shares above, will apply. Before
requesting an exchange, review the prospectus of the Fund you
wish to acquire.
All exchanges are subject to the limitations set forth in the
prospectuses of the Funds. If you wish to exchange shares of one
Fund for those of another Fund, you must consult the prospectus
of the Fund whose shares you wish to acquire to determine
whether the Fund is offering shares to new investors and whether
you are eligible to acquire shares of that Fund.
Permitted
Exchanges
Except as otherwise provided herein or in the SAI, you generally
may exchange your shares for shares of the same class of another
Fund. The following below shows permitted exchanges:
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Exchange From
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Exchange To
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Invesco Cash Reserve Shares
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Class A, C, R, Y*, Investor Class
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Class A
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Class A, Y*, Investor Class, Invesco Cash Reserve Shares
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Class A2
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Class A, Y*, Investor Class, Invesco Cash Reserve Shares
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Class A5
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Class A, Y*, Investor Class, Invesco Cash Reserve Shares
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Investor Class
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Class A, Y*, Investor Class
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Class P
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Class A, Invesco Cash Reserve Shares
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Class S
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Class A, S, Invesco Cash Reserve Shares
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Class B
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Class B
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Class B5
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Class B
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Class C
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Class C, Y*
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Class C5
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Class C, Y*
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Class R
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Class R
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Class R5
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Class R
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Class Y
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Class Y
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*
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You may exchange your Invesco Cash Reserve Shares, Class A
shares, Class C shares or Investor Class shares for Class Y
shares of the same Fund if you otherwise qualify to buy that
Funds Class Y shares. Please consult your financial
adviser to discuss the tax implications, if any, of all
exchanges into Class Y shares of the same Fund.
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Exchanges into
Invesco Van Kampen Senior Loan Fund
Invesco Van Kampen Senior Loan Fund is a closed-end fund that
continuously offers its shares pursuant to the terms and
conditions of its prospectus. The Adviser is the investment
adviser for the Invesco Van Kampen Senior Loan Fund. As with the
Invesco Funds, you generally may exchange your shares of
Class A (Invesco Cash Reserve Shares of Invesco Money
Market Fund), Class B or Class C of any Invesco Fund
for shares of Class A, Class B or Class C,
respectively, of Invesco Van Kampen Senior Loan Fund. Please
refer to the prospectus for the Invesco Van Kampen Senior Loan
Fund for more information, including limitations on exchanges
out of Invesco Van Kampen Senior Loan Fund.
Exchanges Not
Permitted
The following exchanges are not permitted:
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Investor Class shares cannot be exchanged for Class A
shares of any Fund which offers Investor Class shares.
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Exchanges into Class A2 shares of Invesco Limited Maturity
Treasury Fund and Invesco Tax-Free Intermediate Fund (also known
as the Category III Funds) are not permitted.
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Class A2 shares of Invesco Limited Maturity Treasury Fund
and Invesco Tax-Free Intermediate Fund cannot be exchanged for
Class A shares of those Funds.
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Invesco Cash Reserve Shares cannot be exchanged for Class C
or R shares if the shares being exchanged were acquired by
exchange from Class A shares of any Fund.
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Invesco Cash Reserve shares, Class A shares, Class C
shares or Investor Class shares of one Fund cannot be exchanged
for Class Y shares of a different Fund.
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All existing systematic exchanges and reallocations will cease
and these options will no longer be available on all 403(b)
prototype plans.
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Exchange
Conditions
The following conditions apply to all exchanges:
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Shares must have been held for at least one day prior to the
exchange with the exception of dividends and distributions that
are reinvested; and
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If you have physical share certificates, you must return them to
the transfer agent in order to effect the exchange.
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Under unusual market conditions, a Fund may delay the exchange
of shares for up to five business days if it determines that it
would be materially disadvantaged by the immediate transfer of
exchange proceeds. The exchange privilege is not an option or
right to purchase shares. Any of the participating Funds or the
distributor may modify or terminate this privilege at any time.
Initial Sales
Charges, CDSCs and 12b-1 Fees on Applicable to
Exchanges
You may be required to pay an initial sales charge when
exchanging from a Fund with a lower initial sales charge than
the one into which you are exchanging. If you exchange into
shares that are subject to a CDSC, we will begin the holding
period for purposes of calculating the CDSC on the date you made
your initial purchase.
In addition, as a result of differences in the forms of
distribution plans and distribution plans and service plans
among the Funds, certain exchanges of Class A shares,
Class B shares, Class C shares, and Class R
shares of a Fund for the same class of shares of another Fund
may result in investors paying a higher or a lower 12b-1 fee on
the Fund being exchanged into. Please refer to the prospectus
fee table and financial highlights table and the statement of
additional information for more information on the fees and
expenses, including applicable 12b-1 fees, of the Fund you wish
to acquire.
Rights
Reserved by the Funds
Each Fund and its agents reserve the right at any time to:
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Reject or cancel all or any part of any purchase or exchange
order.
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Modify any terms or conditions related to the purchase,
redemption or exchange of shares of any Fund.
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Reject or cancel any request to establish a Systematic Purchase
Plan, Systematic Redemption Plan or Portfolio Rebalancing
Program.
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Suspend, change or withdraw all or any part of the offering made
by this prospectus.
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Excessive
Short-Term Trading Activity (Market Timing)
Disclosures
While the Funds provide their shareholders with daily liquidity,
their investment programs are designed to serve long-term
investors and are not designed to accommodate excessive
short-term trading activity in violation of our policies
described below. Excessive short-term trading activity in the
Funds shares (i.e., a purchase of Fund shares followed
shortly thereafter by a redemption of such shares, or vice
versa) may hurt the long-term performance of certain Funds by
requiring them to maintain an excessive amount of cash or to
liquidate portfolio holdings at a disadvantageous time, thus
interfering with the efficient management of such Funds by
causing them to incur increased brokerage and
A-9 The
Invesco Funds
administrative costs. Where excessive short-term trading
activity seeks to take advantage of arbitrage opportunities from
stale prices for portfolio securities, the value of Fund shares
held by long-term investors may be diluted. The Boards of
Trustees of the Funds (collectively, the Board) have adopted
policies and procedures designed to discourage excessive or
short-term trading of Fund shares for all Funds except the money
market funds. However, there is the risk that these Funds
policies and procedures will prove ineffective in whole or in
part to detect or prevent excessive or short-term trading. These
Funds may alter their policies at any time without prior notice
to shareholders if the adviser believes the change would be in
the best interests of long-term shareholders.
Invesco and certain of its corporate affiliates (Invesco and
such affiliates, collectively, the Invesco Affiliates) currently
use the following tools designed to discourage excessive
short-term trading in the retail Funds:
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Trade activity monitoring.
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Trading guidelines.
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The use of fair value pricing consistent with procedures
approved by the Board.
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Each of these tools is described in more detail below. Although
these tools are designed to discourage excessive short-term
trading, you should understand that none of these tools alone
nor all of them taken together eliminate the possibility that
excessive short-term trading activity in the Funds will occur.
Moreover, each of these tools involves judgments that are
inherently subjective. Invesco Affiliates seek to make these
judgments to the best of their abilities in a manner that they
believe is consistent with long-term shareholder interests.
Money Market Funds.
The Board of Invesco Money
Market Fund, Invesco Tax-Exempt Cash Fund, Premier Portfolio,
Premier Tax-Exempt Portfolio and Premier U.S. Government
Money Portfolio (the money market funds) has not adopted any
policies and procedures that would limit frequent purchases and
redemptions of such Funds shares. The Board considered the
risks of not having a specific policy that limits frequent
purchases and redemptions, and determined that those risks were
minimal. Nonetheless, to the extent that a money market fund
must maintain additional cash
and/or
securities with short-term durations in greater amounts than may
otherwise be required or borrow to honor redemption requests,
the money market funds yield could be negatively impacted.
The Board does not believe that it is appropriate to adopt any
such policies and procedures for the money market funds for the
following reasons:
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The money market funds are offered to investors as cash
management vehicles; investors must perceive an investment in
such Funds as an alternative to cash, and must be able to
purchase and redeem shares regularly and frequently.
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One of the advantages of a money market fund as compared to
other investment options is liquidity. Any policy that
diminishes the liquidity of the money market funds will be
detrimental to the continuing operations of such Funds.
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The money market funds portfolio securities are valued on
the basis of amortized cost, and such Funds seek to maintain a
constant net asset value. As a result, there are no price
arbitrage opportunities.
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Because the money market funds seek to maintain a constant net
asset value, investors expect to receive upon redemption the
amount they originally invested in such Funds.
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Trade Activity
Monitoring
Invesco Affiliates monitor selected trades on a daily basis in
an effort to detect excessive short-term trading activities. If,
as a result of this monitoring, Invesco Affiliates believe that
a shareholder has engaged in excessive short-term trading, they
will seek to act in a manner that they believe is consistent
with the best interests of long-term investors, which may
include taking steps such as (i) asking the shareholder to
take action to stop such activities or (ii) refusing to
process future purchases or exchanges related to such activities
in the shareholders accounts other than exchanges into a
money market Fund. Invesco Affiliates will use reasonable
efforts to apply the Funds policies uniformly given the
practical limitations described above.
The ability of Invesco Affiliates to monitor trades that are
made through accounts that are maintained by intermediaries
(rather than the Funds transfer agent) and through conduit
investment vehicles may be limited.
Trading
Guidelines
If a Fund or an Invesco Affiliate determines, in its sole
discretion, that your short-term trading activity is excessive,
the Fund may, in its sole discretion, reject any additional
purchase and exchange orders.
Purchase Blocking
Policy
The Funds (except those listed below) have adopted a policy
under which any shareholder redeeming shares having a value of
$5,000 or more from a Fund on any trading day will be precluded
from investing in that Fund for 30 calendar days after the
redemption transaction date. The policy applies to redemptions
and purchases that are part of exchange transactions. Under the
purchase blocking policy, certain purchases will not be
prevented and certain redemptions will not trigger a purchase
block, such as: purchases and redemptions of shares having a
value of less than $5,000; systematic purchase, redemption and
exchange account options; transfers of shares within the same
Fund; non-discretionary rebalancing in
fund-of-funds;
asset allocation features; fee-based accounts; account
maintenance fees; small balance account fees; plan-level omnibus
retirement plans or employee benefit plans; death and disability
and hardship distributions; loan transactions; transfers of
assets; retirement plan rollovers; IRA conversions and
re-characterizations; and mandatory distributions from
retirement accounts.
The Funds reserve the right to modify any of the parameters
(including those not listed above) of the purchase blocking
policy at any time. Further, the purchase blocking policy may be
waived with respect to specific shareholder accounts in those
instances where Invesco Advisers, Inc. (Invesco)
determines that its surveillance procedures are adequate to
detect frequent trading in Fund shares.
To the extent that certain systems or intermediaries (such as
investment dealers holding shareholder accounts in street name,
retirement plan record keepers, insurance company separate
accounts and bank trust companies) are unable to apply the
purchase blocking policy, Invesco will work with those system
providers or intermediaries to apply their own procedures,
provided that Invesco believes the procedures are reasonably
designed to enforce the frequent trading policies of the Funds.
You should refer to disclosures provided by the intermediaries
with which you have an account to determine the specific trading
restrictions that apply to you. If Invesco identifies any
activity that may constitute frequent trading, it reserves the
right to contact the intermediary and request that the
intermediary either provide information regarding an account
owners transactions or restrict the account owners
trading. There is no guarantee that all instances of frequent
trading in fund shares will be prevented.
The purchase blocking policy does not apply to Invesco Money
Market Fund, Invesco Tax-Exempt Cash Fund, Premier Portfolio,
Premier Tax-Exempt Portfolio and Premier U.S. Government
Money Portfolio.
Fair Value
Pricing
Securities owned by a Fund are to be valued at current market
value if market quotations are readily available. All other
securities and assets of a Fund for which market quotations are
not readily available are to be valued at fair value determined
in good faith using procedures approved by the Board. An effect
of fair value pricing may be to reduce the ability of frequent
traders to take advantage of arbitrage opportunities resulting
from potentially stale prices of portfolio holdings.
However, it cannot eliminate the possibility of frequent trading.
A-10 The
Invesco Funds
Pricing
of Shares
Determination of
Net Asset Value
The price of each Funds shares is the Funds net
asset value per share. The Funds value portfolio securities for
which market quotations are readily available at market value.
The Funds value all other securities and assets for which market
quotations are unavailable or unreliable at their fair value in
good faith using procedures approved by the Board. The Board has
delegated the daily determination of good faith fair value
methodologies to Invescos Valuation Committee, which acts
in accordance with Board approved policies. On a quarterly
basis, Invesco provides the Board various reports indicating the
quality and effectiveness of its fair value decisions on
portfolio holdings. Securities and other assets quoted in
foreign currencies are valued in U.S. dollars based on the
prevailing exchange rates on that day.
Even when market quotations are available, they may be stale or
unreliable because the security is not traded frequently,
trading on the security ceased before the close of the trading
market or issuer specific events occurred after the security
ceased trading or because of the passage of time between the
close of the market on which the security trades and the close
of the NYSE and when the Fund calculates its net asset value.
Issuer specific events may cause the last market quotation to be
unreliable. Such events may include a merger or insolvency,
events which affect a geographical area or an industry segment,
such as political events or natural disasters, or market events,
such as a significant movement in the U.S. market. Where
market quotations are not readily available, including where
Invesco determines that the closing price of the security is
unreliable, Invesco will value the security at fair value in
good faith using procedures approved by the Board. Fair value
pricing may reduce the ability of frequent traders to take
advantage of arbitrage opportunities resulting from potentially
stale prices of portfolio holdings. However, it
cannot eliminate the possibility of frequent trading.
Fair value is that amount that the owner might reasonably expect
to receive for the security upon its current sale. Fair value
requires consideration of all appropriate factors, including
indications of fair value available from pricing services. A
fair value price is an estimated price and may vary from the
prices used by other mutual funds to calculate their net asset
values.
Invesco may use indications of fair value from pricing services
approved by the Board. In other circumstances, the Invesco
Valuation Committee may fair value securities in good faith
using procedures approved by the Board. As a means of evaluating
its fair value process, Invesco routinely compares closing
market prices, the next days opening prices for the
security in its primary market if available, and indications of
fair value from other sources. Fair value pricing methods and
pricing services can change from time to time as approved by the
Board.
Specific types of securities are valued as follows:
Senior Secured Floating Rate Loans and Senior Secured
Floating Rate Debt Securities.
Senior secured floating rate
loans and senior secured floating rate debt securities are fair
valued using evaluated quotes provided by an independent pricing
service. Evaluated quotes provided by the pricing service may
reflect appropriate factors such as market quotes, ratings,
tranche type, industry, company performance, spread, individual
trading characteristics, institution-size trading in similar
groups of securities and other market data.
Domestic Exchange Traded Equity Securities.
Market
quotations are generally available and reliable for domestic
exchange traded equity securities. If market quotations are not
available or are unreliable, Invesco will value the security at
fair value in good faith using procedures approved by the Board.
Foreign Securities.
If market quotations are
available and reliable for foreign exchange traded equity
securities, the securities will be valued at the market
quotations. Because trading hours for certain foreign securities
end before the close of the NYSE, closing market quotations may
become unreliable. If between the time trading ends on a
particular security and the close of the customary trading
session on the NYSE events occur that are significant and may
make the closing price unreliable, the Fund may fair value the
security. If an issuer specific event has occurred that Invesco
determines, in its judgment, is likely to have affected the
closing price of a foreign security, it will price the security
at fair value. Invesco also relies on a screening process from a
pricing vendor to indicate the degree of certainty, based on
historical data, that the closing price in the principal market
where a foreign security trades is not the current market value
as of the close of the NYSE. For foreign securities where
Invesco believes, at the approved degree of certainty, that the
price is not reflective of current market value, Invesco will
use the indication of fair value from the pricing service to
determine the fair value of the security. The pricing vendor,
pricing methodology or degree of certainty may change from time
to time.
Fund securities primarily traded on foreign markets may trade on
days that are not business days of the Fund. Because the net
asset value of Fund shares is determined only on business days
of the Fund, the value of the portfolio securities of a Fund
that invests in foreign securities may change on days when you
will not be able to purchase or redeem shares of the Fund.
Fixed Income Securities.
Government, corporate,
asset-backed and municipal bonds, convertible securities,
including high yield or junk bonds, and loans, normally are
valued on the basis of prices provided by independent pricing
services. Prices provided by the pricing services may be
determined without exclusive reliance on quoted prices, and may
reflect appropriate factors such as institution-size trading in
similar groups of securities, developments related to special
securities, dividend rate, maturity and other market data.
Prices received from pricing services are fair value prices. In
addition, if the price provided by the pricing service and
independent quoted prices are unreliable, the Invesco valuation
committee will fair value the security using procedures approved
by the Board.
Short-term Securities.
Invesco Money Market Fund,
Invesco Tax-Exempt Cash Fund, Premier Portfolio, Premier
Tax-Exempt Portfolio and Premier U.S. Government Money
Portfolio value all their securities at amortized cost. Invesco
Municipal Bond Fund and Invesco Tax-Free Intermediate Fund value
variable rate securities that have an unconditional demand or
put feature exercisable within seven days or less at par, which
reflects the market value of such securities.
Futures and Options.
Futures contracts are valued at
the final settlement price set by the exchange on which they are
principally traded. Options are valued on the basis of market
quotations, if available.
Swap Agreements.
Swap Agreements are fair valued
using an evaluated quote provided by an independent pricing
service. Evaluated quotes provided by the pricing service are
based on a model that may include end of day net present values,
spreads, ratings, industry and company performance.
Open-end Funds.
To the extent a Fund invests in
other open-end Funds, other than open-end Funds that are
exchange traded, the investing Fund will calculate its net asset
value using the net asset value of the underlying fund in which
it invests, and the prospectuses for such open-end Funds explain
the circumstances under which they will use fair value pricing
and the effects of using fair value pricing.
Each Fund, except for Premier Portfolio, Premier Tax-Exempt
Portfolio and Premier U.S. Government Money Portfolio,
determines the net asset value of its shares on each day the
NYSE is open for business (a business day), as of the close of
the customary trading session, or earlier NYSE closing time that
day. Premier Portfolio, Premier Tax-Exempt Portfolio and Premier
U.S. Government Money Portfolio open for business at
8:00 a.m. Eastern Time. Premier Portfolio and Premier
U.S. Government Money Portfolio will generally determine
the net asset value of their shares at 5:30 p.m. Eastern
Time. Premier Tax-Exempt Portfolio will generally determine the
net asset value of its shares at 4:30 p.m. Eastern Time.
Premier Portfolio, Premier Tax-Exempt Portfolio and Premier
U.S. Government Money Portfolio are authorized not to open
for trading
A-11 The
Invesco Funds
on a day that is otherwise a business day if the Federal Reserve
Bank of New York and The Bank of New York Mellon, the
Funds custodian, are not open for business or the
Securities Industry and Financial Markets Association (SIFMA)
recommends that government securities dealers not open for
trading and any such day will not be considered a business day.
Premier Portfolio, Premier Tax-Exempt Portfolio and Premier
U.S. Government Money Portfolio also may close early on a
business day if SIFMA recommends that government securities
dealers close early. If Premier Portfolio, Premier Tax-Exempt
Portfolio or Premier U.S. Government Money Portfolio uses
its discretion to close early on a business day, the Fund will
calculate its net asset value as of the time of such closing.
From time to time and in circumstances deemed appropriate by
Invesco in its sole discretion, each of Premier Portfolio,
Premier Tax-Exempt Portfolio and Premier U.S. Government
Money Portfolio may remain open for business, during customary
business day hours, on a day that the NYSE is closed for
business. In such event, on such day you will be permitted to
purchase or redeem shares of such Funds and net asset values
will be calculated for such Funds.
For financial reporting purposes and shareholder transactions on
the last day of the fiscal quarter, transactions are normally
accounted for on a trade date basis. For purposes of executing
shareholder transactions in the normal course of business (other
than shareholder transactions at a fiscal period-end), each
Funds portfolio securities transactions are recorded no
later than the first business day following the trade date.
The Invesco Balanced-Risk Allocation Fund and Invesco
Balanced-Risk Commodity Strategy Fund may each invest up to 25%
of their total assets in shares of their respective subsidiaries
(the Subsidiaries). The Subsidiaries offer to redeem all or a
portion of their shares at the current net asset value per share
every regular business day. The value of shares of the
Subsidiaries will fluctuate with the value of the respective
Subsidiarys portfolio investments. The Subsidiaries price
their portfolio investments pursuant to the same pricing and
valuation methodologies and procedures used by the Funds, which
require, among other things, that each of the Subsidiaries
portfolio investments be
marked-to-market
(that is, the value on each of the Subsidiaries books
changes) each business day to reflect changes in the market
value of the investment.
Timing of
Orders
For Funds other than Premier Portfolio, Premier Tax-Exempt
Portfolio and Premier U.S. Government Money Portfolio, you
can purchase or redeem shares on each business day prior to the
close of the customary trading session or any earlier NYSE
closing time that day. For Funds other than Premier Portfolio,
Premier Tax-Exempt Portfolio and Premier U.S. Government
Money Portfolio, purchase orders that are received and accepted
before the close of the customary trading session or any earlier
NYSE closing time on a business day generally are processed that
day and settled on the next business day.
For Premier Portfolio, Premier Tax-Exempt Portfolio and Premier
U.S. Government Money Portfolio, you can purchase or redeem
shares on each business day, prior to the Funds net asset
value determination on such business day; however, if your order
is received and accepted after the close of the customary
trading session or any earlier NYSE closing time that day, your
order generally will be processed on the next business day and
settled on the second business day following the receipt and
acceptance of your order.
For all Funds, you can exchange shares on each business day,
prior to the close of the customary trading session or any
earlier NYSE closing time that day. Shareholders of Premier
Portfolio, Premier Tax-Exempt Portfolio and Premier
U.S. Government Money Portfolio therefore cannot exchange
their shares after the close of the customary trading session or
any earlier NYSE closing time on a particular day, even though
these Funds remain open after such closing time.
The Funds price purchase, exchange and redemption orders at the
net asset value calculated after the transfer agent receives an
order in good order. Any applicable sales charges are applied at
the time an order is processed. A Fund may postpone the right of
redemption only under unusual circumstances, as allowed by the
Securities and Exchange Commission, such as when the NYSE
restricts or suspends trading.
Taxes
A Fund intends to qualify each year as a regulated investment
company and, as such, is not subject to entity-level tax on the
income and gain it distributes to shareholders. If you are a
taxable investor, dividends and distributions you receive from a
Fund generally are taxable to you whether you reinvest
distributions in additional Fund shares or take them in cash.
Every year, you will be sent information showing the amount of
dividends and distributions you received from a Fund during the
prior calendar year. In addition, investors in taxable accounts
should be aware of the following basic tax points as
supplemented below where relevant:
Fund Tax
Basics
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n
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A Fund earns income generally in the form of dividends or
interest on its investments. This income, less expenses incurred
in the operation of a Fund, constitutes the Funds net
investment income from which dividends may be paid to you. If
you are a taxable investor, distributions of net investment
income generally are taxable to you as ordinary income.
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n
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Distributions of net short-term capital gains are taxable to you
as ordinary income. A Fund with a high portfolio turnover rate
(a measure of how frequently assets within a Fund are bought and
sold) is more likely to generate short-term capital gains than a
Fund with a low portfolio turnover rate.
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n
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Distributions of net long-term capital gains are taxable to you
as long-term capital gains no matter how long you have owned
your Fund shares.
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n
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If you are an individual and meet certain holding period
requirements, a portion of income dividends paid to you by a
Fund may be designated as qualified dividend income eligible for
taxation at long-term capital gain rates. These reduced rates
generally are available (through 2012) for dividends
derived from a Funds investment in stocks of domestic
corporations and qualified foreign corporations. In the case of
a Fund that invests primarily in debt securities, either none or
only a nominal portion of the dividends paid by the Fund will be
eligible for taxation at these reduced rates.
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n
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Distributions declared to shareholders with a record date in
Decemberif paid to you by the end of Januaryare
taxable for federal income tax purposes as if received in
December.
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n
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Any long-term or short-term capital gains realized on sale or
redemption of your Fund shares will be subject to federal income
tax. For tax purposes an exchange of your shares for shares of
another Fund is the same as a sale. Your gain or loss is
calculated by subtracting from the gross proceeds your cost
basis. Gross proceeds and, for shares acquired on or after
January 1, 2012 and disposed of after that date, cost basis
will be reported to you and the Internal Revenue Service (IRS).
Cost basis will be calculated using the Funds default
method of average cost, unless you instruct the Fund to use a
different calculation method. As a service to you, the Fund will
continue to provide to you (but not the IRS) cost basis
information for shares acquired before 2012, when available,
using the average cost method. Shareholders should carefully
review the cost basis information provided by a Fund and make
any additional basis, holding period or other adjustments that
are required when reporting these amounts on their federal
income tax returns. If you hold your Fund shares through a
broker (or other nominee), please contact that broker (nominee)
with respect to reporting of cost basis and available elections
for your account. For more information about the cost basis
methods offered by Invesco, please refer to the Tax Center
located under the Accounts & Services menu of our
website at www.Invesco.com/us.
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n
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At the time you purchase your Fund shares, the Funds net
asset value may reflect undistributed income, undistributed
capital gains, or net
|
A-12 The
Invesco Funds
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unrealized appreciation in value of portfolio securities held
by the Fund. A subsequent distribution to you of such amounts,
although constituting a return of your investment, would be
taxable. This is sometimes referred to as buying a
dividend.
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n
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By law, if you do not provide a Fund with your proper taxpayer
identification number and certain required certifications, you
may be subject to backup withholding on any distributions of
income, capital gains, or proceeds from the sale of your shares.
A Fund also must withhold if the IRS instructs it to do so. When
withholding is required, the amount will be 28% of any
distributions or proceeds paid (for distributions and proceeds
paid after December 31, 2012, the rate is scheduled to rise
to 31% unless the 28% rate is extended or made permanent).
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n
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You will not be required to include the portion of dividends
paid by the Fund derived from interest on U.S. government
obligations in your gross income for purposes of personal and,
in some cases, corporate income taxes in many state and local
tax jurisdictions. The percentage of dividends that constitutes
dividends derived from interest on federal obligations will be
determined annually. This percentage may differ from the actual
percentage of interest received by the Fund on federal
obligations for the particular days on which you hold shares.
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n
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For taxable years beginning after December 31, 2012, an
additional 3.8% Medicare tax will be imposed on certain net
investment income (including ordinary dividends and capital gain
distributions received from a Fund and net gains from
redemptions or other taxable dispositions of Fund shares) of
U.S. individuals, estates and trusts to the extent that such
persons modified adjusted gross income (in the
case of an individual) or adjusted gross income (in
the case of an estate or trust) exceeds a threshold amount.
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Fund distributions and gains from sale or exchange of your Fund
shares generally are subject to state and local income taxes.
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If a Fund qualifies to pass through to you the tax benefits from
foreign taxes it pays on its investments, and elects to do so,
then any foreign taxes it pays on these investments may be
passed through to you as a foreign tax credit. You will then be
required to include your pro-rata share of these taxes in gross
income, even though not actually received by you, and will be
entitled either to deduct your share of these taxes in computing
your taxable income, or to claim a foreign tax credit for these
taxes against your U.S. federal income tax.
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n
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Foreign investors should be aware that U.S. withholding,
special certification requirements to avoid U.S. backup
withholding and claim any treaty benefits and estate taxes may
apply to an investment in a Fund.
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The above discussion concerning the taxability of Fund dividends
and distributions and of redemptions and exchanges of Fund
shares is inapplicable to investors that generally are exempt
from federal income tax, such as retirement plans that are
qualified under Section 401 and 403 of the Code and
individual retirement accounts (IRAs) and Roth IRAs.
Tax-Exempt and
Municipal Funds
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n
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You will not be required to include the
exempt-interest portion of dividends paid by the
Fund in your gross income for federal income tax purposes. You
will be required to report the receipt of exempt-interest
dividends and other tax-exempt interest on your federal income
tax returns. The percentage of dividends that constitutes
exempt-interest dividends will be determined annually. This
percentage may differ from the actual percentage of exempt
interest received by the Fund for the particular days in which
you hold shares.
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A Fund may invest in municipal securities the interest on which
constitutes an item of tax preference and could give rise to a
federal alternative minimum tax liability for you, unless such
municipal securities were issued in 2009 or 2010.
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n
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Exempt-interest dividends from interest earned on municipal
securities of a state, or its political subdivisions, generally
are exempt from that states personal income tax. Most
states, however, do not grant tax-free treatment to interest
from municipal securities of other states.
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n
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A Fund may invest a portion of its assets in securities that pay
income that is not tax-exempt. To the extent that dividends paid
by a Fund are derived from taxable investments or realized
capital gains, they will be taxable as ordinary income or
long-term capital gains.
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n
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A Fund may distribute to you any market discount and net
short-term capital gains from the sale of its portfolio
securities. If you are a taxable investor, Fund distributions
from this income are taxable to you as ordinary income, and
generally will neither qualify for the dividends received
deduction in the case of corporate shareholders nor as qualified
dividend income subject to reduced rates of taxation in the case
of noncorporate shareholders.
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n
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Exempt-interest dividends from a Fund are taken into account
when determining the taxable portion of your social security or
railroad retirement benefits, may be subject to state and local
income taxes, may affect the deductibility of interest on
certain indebtedness, and may have other collateral federal
income tax consequences for you.
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n
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There are risks that: (a) a security issued as tax-exempt
may be reclassified by the IRS or a state tax authority as
taxable
and/or
(b) future legislative, administrative or court actions
could adversely impact the qualification of income from a
tax-exempt security as tax-free. Such reclassifications or
actions could cause interest from a security to become taxable,
possibly retroactively, subjecting you to increased tax
liability. In addition, such reclassifications or actions could
cause the value of a security, and therefore, the value of the
Funds shares, to decline.
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Money Market
Funds
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n
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A Fund does not anticipate realizing any long-term capital gains.
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n
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Because a Fund expects to maintain a stable net asset value of
$1.00 per share, investors should not have any gain or loss on
sale or exchange of Fund shares.
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Real Estate
Funds
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n
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Because of noncash expenses such as property
depreciation, the cash flow of a REIT that owns properties will
exceed its taxable income. The REIT, and in turn a Fund, may
distribute this excess cash to shareholders. Such a distribution
is classified as a return of capital. Return-of capital
distributions generally are not taxable to you. Your cost basis
in your Fund shares will be decreased by the amount of any
return of capital. Any return of capital distributions in excess
of your cost basis will be treated as capital gains.
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n
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Dividends paid to shareholders from the Funds investments
in U.S. REITs generally will not qualify for taxation at
long-term capital gain rates applicable to qualified dividend
income.
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n
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The Fund may derive excess inclusion income from
certain equity interests in mortgage pooling vehicles either
directly or through an investment in a U.S. REIT. Please
see the SAI for a discussion of the risks and special tax
consequences to shareholders in the event the Fund realizes
excess inclusion income in excess of certain threshold amounts.
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n
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The Funds foreign shareholders should see the SAI for a
discussion of the risks and special tax consequences to them
from a sale of a U.S. real property interest by a REIT in which
the Fund invests.
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Invesco
Balanced-Risk Allocation Fund and Invesco Balanced-Risk
Commodity Strategy Fund
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n
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The Funds strategies of investing in derivatives and
financially-linked instruments whose performance is expected to
correspond to the fixed income, equity and commodity markets may
cause the Funds to recognize more ordinary income and short-term
capital gains taxable as ordinary income than would be the case
if the Funds invested directly in debt instruments, stocks and
commodities.
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n
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The Funds must meet certain requirements under the Code for
favorable tax treatment as a regulated investment company,
including
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A-13 The
Invesco Funds
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asset diversification and income requirements. The Funds intend
to treat the income each derives from commodity-linked notes and
their respective Subsidiary as qualifying income. If, contrary
to a number of private letter rulings (PLRs) issued by the IRS,
the IRS were to determine such income is non qualifying, a Fund
might fail to satisfy the income requirement. In lieu of
disqualification, the Funds are permitted to pay a tax for
certain failures to satisfy the asset diversification or income
requirements, which, in general, are limited to those due to
reasonable cause and not willful neglect for taxable years of
the Fund with respect to which the extended due date of the
return is after December 22, 2010. The Funds intend to
limit their investments in their respective Subsidiary to no
more than 25% of the value of each Funds total assets in
order to satisfy the asset diversification requirement.
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n
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The Invesco Balanced-Risk Allocation Fund and the Invesco
Balanced-Risk Commodity Strategy Fund each have received a PLR
from the IRS holding that income from a form of commodity-linked
note is qualifying income. The Invesco Balanced-Risk Allocation
Fund also has received a PLR from the IRS confirming that income
derived by the Fund from its Subsidiary is qualifying income.
The Invesco Balanced-Risk Commodity Strategy Fund has applied to
the IRS for a PLR relating to its Subsidiary. However, the IRS
has suspended issuance of any further PLRs pending a review of
its position.
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Invesco Emerging
Market Local Currency Debt Fund
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n
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The Fund may realize gains from the sale or other disposition of
foreign currencies (including but not limited to gains from
options, futures or forward contracts) derived from investing in
securities or foreign currencies. The U.S. Treasury Department
is authorized to issue regulations on whether the realization of
such foreign currency gains is qualified income for the Fund. If
such regulations are issued, the Fund may not qualify as a
regulated investment company and/or the Fund may change its
investment policy. As of the date of this prospectus, no
regulations have been issued pursuant to this authorization. It
is possible, however, that such regulations may be issued in the
future. Additionally, the IRS has not issued any guidance on how
to apply the asset diversification test to such foreign currency
positions. Thus, the IRS determination as to how to treat
such foreign currency positions for purposes of satisfying the
asset diversification test might differ from that of the Fund,
resulting in the Funds failure to qualify as a regulated
investment company. In lieu of disqualification, the Fund is
permitted to pay a tax for certain failures to satisfy the asset
diversification or income requirements, which, in general, are
limited to those due to reasonable cause and not willful neglect
for taxable years of the Fund with respect to which the extended
due date of the return is after December 22, 2010.
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This discussion of Taxes is for general
information only and not tax advice. All investors should
consult their own tax advisers as to the federal, state, local
and foreign tax provisions applicable to them.
Payments
to Financial Intermediaries
The financial adviser or intermediary through which you purchase
your shares may receive all or a portion of the sales charges
and distribution fees discussed above. In addition to those
payments, Invesco Distributors and other Invesco Affiliates, may
make additional cash payments to financial intermediaries in
connection with the promotion and sale of shares of the Funds.
These additional cash payments may include cash payments and
other payments for certain marketing and support services.
Invesco Affiliates make these payments from their own resources,
from Invesco Distributors retention of initial sales
charges and from payments to Invesco Distributors made by the
Funds under their
12b-1
plans.
In the context of this prospectus, financial
intermediaries include any broker, dealer, bank (including
bank trust departments), registered investment adviser,
financial planner, retirement plan administrator, insurance
company and any other financial intermediary having a selling,
administration or similar agreement with Invesco Affiliates.
Invesco Affiliates make payments as incentives to certain
financial intermediaries to promote and sell shares of the
Funds. The benefits Invesco Affiliates receive when they make
these payments include, among other things, placing the Funds on
the financial intermediarys funds sales system, and access
(in some cases on a preferential basis over other competitors)
to individual members of the financial intermediarys sales
force or to the financial intermediarys management. These
payments are sometimes referred to as shelf space
payments because the payments compensate the financial
intermediary for including the Funds in its fund sales system
(on its sales shelf). Invesco Affiliates compensate
financial intermediaries differently depending typically on the
level
and/or
type of considerations provided by the financial intermediary.
The payments Invesco Affiliates make may be calculated based on
sales of shares of the Funds (Sales-Based Payments), in which
case the total amount of such payments shall not exceed 0.25% of
the public offering price of all shares sold by the financial
intermediary during the particular period. Payments may also be
calculated based on the average daily net assets of the
applicable Funds attributable to that particular financial
intermediary (Asset-Based Payments), in which case the total
amount of such cash payments shall not exceed 0.25% per annum of
those assets during a defined period. Sales-Based Payments
primarily create incentives to make new sales of shares of the
Funds and Asset-Based Payments primarily create incentives to
retain previously sold shares of the Funds in investor accounts.
Invesco Affiliates may pay a financial intermediary either or
both Sales-Based Payments and Asset-Based Payments.
Invesco Affiliates are motivated to make these payments as they
promote the sale of Fund shares and the retention of those
investments by clients of financial intermediary. To the extent
financial intermediaries sell more shares of the Funds or retain
shares of the Funds in their clients accounts, Invesco
Affiliates benefit from the incremental management and other
fees paid to Invesco Affiliates by the Funds with respect to
those assets.
Invesco Affiliates also may make payments to certain financial
intermediaries for certain administrative services, including
record keeping and
sub-accounting
of shareholder accounts pursuant to a
sub-transfer
agency, omnibus account service or
sub-accounting
agreement. All fees payable by Invesco Affiliates under this
category of services are charged back to the Funds, subject to
certain limitations approved by the Board.
You can find further details in the Funds SAI about these
payments and the services provided by financial intermediaries.
In certain cases these payments could be significant to the
financial intermediary. Your financial adviser may charge you
additional fees or commissions other than those disclosed in
this prospectus. You can ask your financial adviser about any
payments it receives from Invesco Affiliates or the Funds, as
well as about fees
and/or
commissions it charges.
Important
Notice Regarding Delivery of Security Holder Documents
To reduce Fund expenses, only one copy of most shareholder
documents may be mailed to shareholders with multiple accounts
at the same address (Householding). Mailing of your shareholder
documents may be householded indefinitely unless you instruct us
otherwise. If you do not want the mailing of these documents to
be combined with those for other members of your household,
please contact Invesco Investment Services, Inc. at
800-959-4246
or contact your financial institution. We will begin sending you
individual copies for each account within thirty days after
receiving your request.
A-14 The
Invesco Funds
Obtaining
Additional Information
More information may be obtained free of charge upon request.
The SAI, a current version of which is on file with the SEC,
contains more details about the Fund and is incorporated by
reference into this prospectus (is legally a part of this
prospectus). Annual and semi-annual reports to shareholders
contain additional information about the Funds
investments. The Funds annual report also discusses the
market conditions and investment strategies that significantly
affected the Funds performance during its last fiscal
year. The Fund also files its complete schedule of portfolio
holdings with the SEC for the 1st and 3rd quarters of each
fiscal year on
Form N-Q.
If you have questions about an Invesco Fund or your account, or
you wish to obtain a free copy of the Funds current SAI,
annual or semi-annual reports or
Form N-Q,
please contact us.
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By Mail:
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Invesco Investment Services, Inc.
P.O. Box 219078
Kansas City, MO 64121-9078
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By Telephone:
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(800) 959-4246
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On the Internet:
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You can send us a request by e-mail or download prospectuses,
SAIs, annual or semi-annual reports via our Web site:
www.invesco.com/us
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You can also review and obtain copies of the Funds SAI,
annual or semi-annual reports,
Forms N-Q
and other information at the SECs Public Reference Room in
Washington, DC; on the EDGAR database on the SECs Web site
(http://www.sec.gov); or, after paying a duplicating fee, by
sending a letter to the SECs Public Reference Section,
Washington, DC
20549-1520
or by sending an electronic mail request to publicinfo@sec.gov.
Please call the SEC at
1-202-551-8090
for information about the Public Reference Room.
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Invesco Tax-Exempt Cash Fund
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SEC 1940 Act file
number: 811-07890
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invesco.com/us
TEC-PRO-1
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Class: A (ATFAX), A2 (AITFX), Y (ATFYX)
Invesco
Tax-Free Intermediate Fund
Invesco Tax-Free Intermediate Funds investment
objective is federal tax-exempt current income.
As with all other mutual fund securities, the Securities and
Exchange Commission (SEC) has not approved or disapproved these
securities or determined whether the information in this
prospectus is adequate or accurate. Anyone who tells you
otherwise is committing a crime.
An investment in the Fund:
n
is
not FDIC insured;
n
may
lose value; and
n
is
not guaranteed by a bank.
Class A shares were formerly known as
Class A3 shares and Class A2 shares were
formerly known as Class A shares. Class A2 shares
are closed to new investors.
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1
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3
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5
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The Adviser(s)
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5
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Adviser Compensation
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5
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Portfolio Managers
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5
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5
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Sales Charges
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5
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Dividends and Distributions
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5
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Closure of Class A2 shares
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5
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5
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6
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7
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A-1
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Choosing a Share Class
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A-1
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Share Class Eligibility
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A-2
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Distribution and Service
(12b-1)
Fees
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A-3
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Initial Sales Charges (Class A Shares Only)
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A-3
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Contingent Deferred Sales Charges (CDSCs)
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A-4
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Purchasing Shares
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A-6
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Redeeming Shares
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A-7
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Exchanging Shares
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A-9
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Rights Reserved by the Funds
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A-9
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Excessive Short-Term Trading Activity (Market Timing) Disclosures
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A-9
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Pricing of Shares
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A-11
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Taxes
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A-12
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Payments to Financial Intermediaries
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A-14
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Important Notice Regarding Delivery of Security Holder Documents
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A-14
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Obtaining Additional Information
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Back Cover
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Invesco
Tax-Free Intermediate Fund
Investment
Objective(s)
The Funds investment objective is federal tax-exempt
current income.
Fees
and Expenses of the Fund
This table describes the fees and expenses that you may pay if
you buy and hold shares of the Fund.
You may qualify for sales charge discounts if you and your
family invest, or agree to invest in the future, at least
$100,000 in the Invesco Funds. More information about these and
other discounts is available from your financial professional
and in the section Shareholder Account Information-Initial
Sales Charges (Class A Shares Only) on
page A-3 of the prospectus and the section Purchase,
Redemption and Pricing of Shares-Purchase and Redemption of
Shares on page L-1 of the statement of additional
information (SAI).
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Shareholder Fees
(fees paid directly from your
investment)
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Class:
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A
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A2
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Y
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|
Maximum Sales Charge (Load) Imposed on Purchases (as a
percentage of offering price)
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2.50
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%
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1.00
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%
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None
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Maximum Deferred Sales Charge (Load) (as a percentage of
original purchase price or redemption proceeds, whichever is
less)
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None
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None
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None
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Annual Fund Operating Expenses
(expenses that you pay
each year as a percentage of the value of your
investment)
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Class:
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A
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A2
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Y
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Management Fees
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0.26
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%
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0.26
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%
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0.26
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%
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Distribution and/or Service
(12b-1)
Fees
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0.25
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None
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None
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Other Expenses
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0.09
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0.09
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0.09
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Total Annual Fund Operating Expenses
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0.60
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0.35
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0.35
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Example.
This Example is intended to help you
compare the cost of investing in the Fund with the cost of
investing in other mutual funds.
The Example assumes that you invest $10,000 in the Fund for the
time periods indicated and then redeem all of your
shares at the end of those periods. The Example also
assumes that your investment has a 5% return each year and that
the Funds operating expenses remain the same.
Although your actual costs may be higher or lower, based on
these assumptions, your costs would be:
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1 Year
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3 Years
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5 Years
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10 Years
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Class A
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$
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310
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|
$
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437
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$
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576
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$
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981
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Class A2
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$
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135
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|
$
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211
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$
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295
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$
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539
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Class Y
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$
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36
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$
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113
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$
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197
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$
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443
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Portfolio Turnover.
The Fund pays transaction costs,
such as commissions, when it buys and sells securities (or
turns over its portfolio). A higher portfolio
turnover rate may indicate higher transaction costs and may
result in higher taxes when Fund shares are held in a taxable
account. These costs, which are not reflected in annual Fund
operating expenses or in the example, affect the Funds
performance. During the most recent fiscal year, the Funds
portfolio turnover rate was 11% of the average value of its
portfolio.
Principal
Investment Strategies of the Fund
The Fund invests under normal circumstances at least 80% of its
net assets (plus any borrowings for investment purposes) in
municipal debt securities that (1) pay interest that is
excluded from gross income for federal income tax purposes, and
(2) do not produce income that will be considered to be an
item of preference for purposes of the alternative minimum tax.
At the present time, the Fund will not invest in municipal debt
securities if the interest on such securities is subject to the
federal alternative minimum tax. In complying with this 80%
investment requirement, the Fund may include synthetic
securities that have economic characteristics similar to the
Funds direct investments that are counted toward the 80%
investment requirement.
Municipal securities include debt obligations of states,
territories or possessions of the United States and the District
of Columbia and their political subdivisions, agencies and
instrumentalities, the interest on which, in the opinion of bond
counsel or other counsel to the issuers of such securities, is,
at the time of issuance, exempt from federal income tax.
The principal types of municipal debt securities purchased by
the Fund are revenue obligations and general obligations.
Revenue obligations are usually payable only from the revenues
derived from a particular facility or class of facilities or, in
some cases, from the proceeds of a special excise tax or other
specific revenue source, but not from the general taxing power.
Revenue obligations may include industrial development,
pollution control, public utility, housing, housing, and health
care issues. Under normal market conditions, the Fund invests
primarily in municipal securities classified as revenue bonds.
General obligation securities are secured by the issuers
pledge of its faith, credit and taxing power for the payment of
principal and interest. The Fund may also invest in other types
of municipal securities.
The Fund will attempt to maintain a dollar-weighted average
portfolio maturity of between three and ten years.
At least 80% of the Funds total assets will normally be
invested in municipal debt securities that are determined to be
of investment grade quality, because they meet one of the
following credit quality criteria at the time of purchase:
(1) securities rated within the four highest ratings for
long-term municipal obligations by Moodys Investors
Service, Inc. (Moodys), Standard & Poors
Ratings Services (S&P) or any other nationally recognized
statistical rating organization; (2) (a) securities rated
within the three highest ratings for short-term municipal
obligations by Moodys, (b) securities rated within
the two highest ratings for short-term municipal obligations by
S&P, or (c) securities deemed by the portfolio
managers to be of comparable quality to the securities set forth
in 2(a) or 2(b); (3) securities guaranteed as to payment of
principal and interest by the U.S. Government;
(4) securities fully collateralized by an escrow of U.S.
Government or other high-quality securities; or (5) unrated
securities, if (a) other municipal securities of the same
issuer are rated BBB or better by a nationally recognized
statistical rating organization, or (b) they are deemed by
the portfolio managers to be of comparable quality.
Up to 20% of the Funds total assets may be invested in
municipal debt securities that are determined to be below
investment grade quality because they are rated BB or lower by a
nationally recognized statistical rating organization, or are
determined by the portfolio managers to be of comparable quality
to such rated securities. These types of securities are commonly
known as junk bonds.
The portfolio managers generally take a buy and hold approach
while focusing on municipal securities they believe have
favorable prospects for high current income exempt from federal
taxes. While the portfolio managers actively manage the
Funds capital gains and losses to minimize taxable income
to shareholders, there is a possibility of capital gains or
losses.
In selecting securities for the Funds portfolio, the
portfolio managers generally favor high quality securities whose
revenue stream is tied to specific projects and that they
believe make good economic and business sense. Prior to
investing in a municipal security, the portfolio managers assess
the creditworthiness of individual securities based upon
financial characteristics and covenants of the issuers.
Geographic considerations
1 Invesco
Tax-Free Intermediate Fund
are evaluated to assess the potential for future tax and revenue
streams for the municipality or taxing authority backing the
bond.
Portfolio managers intend to purchase and hold municipal bonds
to maturity to avoid selling-related capital gains. There are,
however, times when the portfolio managers will sell securities
based on factors such as: (i) degradation of credit
quality; (ii) a decision to shorten or lengthen the
Funds duration; or (iii) limiting or reducing
exposure to a particular sector or issuer.
Principal
Risks of Investing in the Fund
As with any mutual fund investment, loss of money is a risk of
investing. An investment in the Fund is not a deposit in a bank
and is not insured or guaranteed by the Federal Deposit
Insurance Corporation or any other governmental agency. The
risks associated with an investment in the Fund can increase
during times of significant market volatility. The principal
risks of investing in the Fund are:
Call Risk
. If interest rates fall, it is possible that
issuers of debt securities with high interest rates will prepay
or call their securities before their maturity dates. In this
event, the proceeds from the called securities would likely be
reinvested by the Fund in securities bearing the new, lower
interest rates, resulting in a possible decline in the
Funds income and distributions to shareholders.
Credit Risk
. The issuer of instruments in which the Fund
invests may be unable to meet interest
and/or
principal payments, thereby causing its instruments to decrease
in value and lowering the issuers credit rating.
High Yield Bond (Junk Bond) Risk
. Junk bonds involve a
greater risk of default or price changes due to changes in the
credit quality of the issuer. The values of junk bonds fluctuate
more than those of high-quality bonds in response to company,
political, regulatory or economic developments. Values of junk
bonds can decline significantly over short periods of time.
Income Risk
. The income you receive from an underlying
fund is based primarily on prevailing interest rates, which can
vary widely over the short- and long-term. If interest rates
drop, your income from an underlying fund may drop as well.
Intermediate Dollar-Weighted Average Life Risk
. Market
prices of municipal securities with intermediate lives generally
fluctuate more in response to changes in interest rates than do
market prices of municipal securities with shorter lives but
generally fluctuate less than market prices of municipal
securities with longer lives.
Interest Rate Risk
. Interest rate risk refers to the risk
that bond prices generally fall as interest rates rise;
conversely, bond prices generally rise as interest rates fall.
Specific bonds differ in their sensitivity to changes in
interest rates depending on their individual characteristics,
including duration.
Liquidity Risk
. The Fund may hold illiquid securities
that it may be unable to sell at the preferred time or price and
could lose its entire investment in such securities.
Management Risk
. The investment techniques and risk
analysis used by the Funds portfolio managers may not
produce the desired results.
Market Risk
. The prices of and the income generated by
the Funds securities may decline in response to, among
other things, investor sentiment, general economic and market
conditions, regional or global instability, and currency and
interest rate fluctuations.
Municipal Issuer Focus Risk
. The Fund generally considers
investments in municipal securities not to be subject to
industry concentration policies (issuers of municipal securities
as a group is not an industry) and the Fund may invest in
municipal securities issued by entities having similar
characteristics. The issuers may be located in the same
geographic area or may pay their interest obligations from
revenue of similar projects, such as hospitals, airports,
utility systems and housing finance agencies. This may make the
Funds investments more susceptible to similar social,
economic, political or regulatory occurrences. As the similarity
in issuers increases, the potential for fluctuation in the
Funds net asset value also increases.
Municipal Securities Risk
. The Fund may invest in
municipal securities. Constitutional amendments, legislative
enactments, executive orders, administrative regulations, voter
initiatives, and the issuers regional economic conditions
may affect the municipal securitys value, interest
payments, repayment of principal and the Funds ability to
sell it. Failure of a municipal security issuer to comply with
applicable tax requirements may make income paid thereon
taxable, resulting in a decline in the securitys value. In
addition, there could be changes in applicable tax laws or tax
treatments that reduce or eliminate the current federal income
tax exemption on municipal securities or otherwise adversely
affect the current federal or state tax status of municipal
securities.
Reinvestment Risk
. Reinvestment risk is the risk that a
bonds cash flows (coupon income and principal repayment)
will be reinvested at an interest rate below that on the
original bond.
Synthetic Securities Risk
. Fluctuations in the values of
synthetic securities may not correlate perfectly with the
instruments they are designed to replicate. Synthetic securities
may be subject to interest rate changes, market price
fluctuations, counterparty risk and liquidity risk.
Performance
Information
The bar chart and performance table provide an indication of the
risks of investing in the Fund. The bar chart shows changes in
the performance of the Fund from year to year as of
December 31. The performance table compares the Funds
performance to that of a broad-based securities market
benchmark, a style specific benchmark and a peer group benchmark
comprised of funds with investment objectives and strategies
similar to the Fund. The Funds past performance (before
and after taxes) is not necessarily an indication of its future
performance. Updated performance information is available on the
Funds website at www.invesco.com/us.
Annual Total
Returns
The bar chart does not reflect sales loads. If it did, the
annual total returns shown would be lower.
Class A2 shares year-to-date
(ended March 31, 2012): 1.01%
Best Quarter (ended September 30, 2009): 4.83%
Worst Quarter (ended December 31, 2010): -3.10%
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|
|
Average Annual Total Returns
(for the periods ended
December 31, 2011)
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|
|
1
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|
5
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|
10
|
|
|
|
|
Year
|
|
Years
|
|
Years
|
|
|
|
Class A2 shares: Inception (5/11/1987)
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|
|
Return Before Taxes
|
|
|
8.05
|
%
|
|
|
5.47
|
%
|
|
|
4.63
|
%
|
|
|
|
|
Return After Taxes on Distributions
|
|
|
8.05
|
|
|
|
5.45
|
|
|
|
4.61
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|
|
|
|
|
Return After Taxes on Distributions and Sale of Fund Shares
|
|
|
6.52
|
|
|
|
5.23
|
|
|
|
4.54
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|
|
|
|
|
|
Class A
shares
1
:
Inception (10/31/2002)
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|
|
6.17
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|
|
|
4.89
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|
|
|
4.16
|
|
|
|
|
|
|
Class Y
shares
2
:
Inception (10/3/2008)
|
|
|
9.13
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|
|
|
5.66
|
|
|
|
4.72
|
|
|
|
|
|
|
Barclays Municipal Bond Index (reflects no deduction for fees,
expenses or taxes)
|
|
|
10.70
|
|
|
|
5.22
|
|
|
|
5.38
|
|
|
|
|
|
|
BofA Merrill Lynch 3-7 Year Municipal Index (reflects no
deduction for fees, expenses or taxes)
|
|
|
6.89
|
|
|
|
5.71
|
|
|
|
5.03
|
|
|
|
|
|
|
Lipper Intermediate Municipal Debt Funds Index
|
|
|
8.85
|
|
|
|
4.60
|
|
|
|
4.43
|
|
|
|
|
|
|
|
|
|
1
|
|
Class A shares performance shown prior to the
inception date is that of Class A2 shares, restated to
reflect the higher 12b-1 fees applicable to Class A shares.
Class A2 shares performance reflects any
applicable fee waiver and/or expense reimbursement.
|
2
|
|
Class Y shares performance shown prior to the
inception date is that of Class A2 shares.
Class A2 shares performance reflects any
applicable fee waiver and/or expense reimbursement.
|
2 Invesco
Tax-Free Intermediate Fund
After-tax returns are calculated using the historical highest
individual federal marginal income tax rates and do not reflect
the impact of state and local taxes. Actual after-tax returns
depend on an investors tax situation and may differ from
those shown, and after-tax returns shown are not relevant to
investors who hold their Fund shares through tax-deferred
arrangements, such as 401(k) plans or individual retirement
accounts. After-tax returns are shown for
Class A2 shares only and after-tax returns for
other classes will vary.
Management
of the Fund
Investment Adviser: Invesco Advisers, Inc.
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|
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|
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|
Portfolio Managers
|
|
Title
|
|
Length of Service on the Fund
|
|
Thomas Byron
|
|
Portfolio Manager
|
|
|
2011
|
|
|
Robert Stryker
|
|
Portfolio Manager
|
|
|
2011
|
|
|
Robert Wimmel
|
|
Portfolio Manager
|
|
|
2011
|
|
|
Purchase
and Sale of Fund Shares
You may purchase, redeem or exchange shares of the Fund on any
business day through your financial adviser, through our Web
site at www.invesco.com/us, by mail to Invesco Investment
Services, Inc., P.O. Box 219078, Kansas City, MO
64121-9078,
or by telephone at
800-959-4246.
The minimum investments for Class A, A2 and Y shares for
fund accounts are as follows:
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|
|
|
|
|
Initial Investment
|
|
Additional Investments
|
Type of Account
|
|
Per Fund
|
|
Per Fund
|
|
Asset or fee-based accounts managed by your financial adviser
|
|
|
None
|
|
|
|
None
|
|
|
Eligible employee benefit plans, SEP, SARSEP and SIMPLE IRA plans
|
|
|
None
|
|
|
|
None
|
|
|
IRAs, Roth IRAs and Coverdell ESA if the new investor is
purchasing shares through a systematic purchase plan
|
|
|
$25
|
|
|
|
$25
|
|
|
All other types of accounts if the investor is purchasing shares
through a systematic purchase plan
|
|
|
$50
|
|
|
|
$50
|
|
|
IRAs, Roth IRAs and Coverdell ESAs
|
|
|
$250
|
|
|
|
$25
|
|
|
All other accounts
|
|
|
$1,000
|
|
|
|
$50
|
|
|
Tax
Information
The Funds distributions primarily are exempt from regular
federal income tax. A portion of these distributions, however,
may be subject to the federal alternative minimum tax and state
and local taxes. The Fund may also make distributions that are
taxable to you as ordinary income or capital gains.
Payments
to Broker-Dealers and Other Financial Intermediaries
If you purchase the Fund through a broker-dealer or other
financial intermediary (such as a bank), the Fund and the
Funds distributor or its related companies may pay the
intermediary for the sale of Fund shares and related services.
These payments may create a conflict of interest by influencing
the broker-dealer or other intermediary and your salesperson or
financial adviser to recommend the Fund over another investment.
Ask your salesperson or financial adviser or visit your
financial intermediarys Web site for more information.
Investment
Objective(s), Strategies, Risks and Portfolio Holdings
Objective(s) and
Strategies
The Funds investment objective is federal tax-exempt
current income. The Funds investment objective may be
changed by the Board of Trustees without shareholder approval.
The Fund invests under normal circumstances at least 80% of its
net assets (plus any borrowings for investment purposes) in
municipal debt securities that (1) pay interest that is
excluded from gross income for federal income tax purposes, and
(2) do not produce income that will be considered to be an
item of preference for purposes of the alternative minimum tax.
At the present time, the Fund will not invest in municipal debt
securities if the interest on such securities is subject to the
federal alternative minimum tax. In complying with this 80%
investment requirement, the Fund may include synthetic
securities that have economic characteristics similar to the
Funds direct investments that are counted toward the 80%
investment requirement.
Municipal securities include debt obligations of states,
territories or possessions of the United States and the District
of Columbia and their political subdivisions, agencies and
instrumentalities, the interest on which, in the opinion of bond
counsel or other counsel to the issuers of such securities, is,
at the time of issuance, exempt from federal income tax.
The principal types of municipal debt securities purchased by
the Fund are revenue obligations and general obligations.
Revenue obligations are usually payable only from the revenues
derived from a particular facility or class of facilities or, in
some cases, from the proceeds of a special excise tax or other
specific revenue source, but not from the general taxing power.
Revenue obligations may include industrial development,
pollution control, public utility, housing, housing, and health
care issues. Under normal market conditions, the Fund invests
primarily in municipal securities classified as revenue bonds.
General obligation securities are secured by the issuers
pledge of its faith, credit and taxing power for the payment of
principal and interest. The Fund may also invest in other types
of municipal securities.
The Fund will attempt to maintain a dollar-weighted average
portfolio maturity of between three and ten years.
At least 80% of the Funds total assets will normally be
invested in municipal debt securities that are determined to be
of investment grade quality, because they meet one of the
following credit quality criteria at the time of purchase:
(1) securities rated within the four highest ratings for
long-term municipal obligations by Moodys Investors
Service, Inc. (Moodys), Standard & Poors
Ratings Services (S&P) or any other nationally recognized
statistical rating organization; (2) (a) securities rated
within the three highest ratings for short-term municipal
obligations by Moodys, (b) securities rated within
the two highest ratings for short-term municipal obligations by
S&P, or (c) securities deemed by the portfolio
managers to be of comparable quality to the securities set forth
in 2(a) or 2(b); (3) securities guaranteed as to payment of
principal and interest by the U.S. Government;
(4) securities fully collateralized by an escrow of U.S.
Government or other high-quality securities; or (5) unrated
securities, if (a) other municipal securities of the same
issuer are rated BBB or better by a nationally recognized
statistical rating organization, or (b) they are deemed by
the portfolio managers to be of comparable quality.
Up to 20% of the Funds total assets may be invested in
municipal debt securities that are determined to be below
investment grade quality because they are rated BB or lower by a
nationally recognized statistical rating organization, or are
determined by the portfolio managers to be of comparable quality
to such rated securities. These types of securities are commonly
known as junk bonds.
The portfolio managers generally take a buy and hold approach
while focusing on municipal securities they believe have
favorable prospects for high current income exempt from federal
taxes. While the portfolio managers actively manage the
Funds capital gains and losses to minimize taxable income
to shareholders, there is a possibility of capital gains or
losses.
In selecting securities for the Funds portfolio, the
portfolio managers generally favor high quality securities whose
revenue stream is tied to specific projects and that they
believe make good economic and business sense. Prior to
investing in a municipal security, the portfolio managers assess
the creditworthiness of individual securities based upon
financial
3 Invesco
Tax-Free Intermediate Fund
characteristics and covenants of the issuers. Geographic
considerations are evaluated to assess the potential for future
tax and revenue streams for the municipality or taxing authority
backing the bond.
Portfolio managers intend to purchase and hold municipal bonds
to maturity to avoid selling-related capital gains. There are,
however, times when the portfolio managers will sell securities
based on factors such as: (i) degradation of credit
quality; (ii) a decision to shorten or lengthen the
Funds duration; or (iii) limiting or reducing
exposure to a particular sector or issuer.
The Fund may, from time to time, take temporary defensive
positions in cash and other securities that are less risky and
inconsistent with the Funds principal investment
strategies in anticipation of or in response to adverse market,
economic, political or other conditions. As a result, the Fund
may not achieve its investment objective.
The Funds investments in the types of securities described
in this prospectus vary from time to time, and at any time, the
Fund may not be invested in all types of securities described in
this prospectus. Any percentage limitations with respect to
assets of the Fund are applied at the time of purchase.
Risks
The principal risks of investing in the Fund are:
Call Risk
. If interest rates fall, it is possible that
issuers of debt securities with high interest rates will prepay
or call their securities before their maturity dates. In this
event, the proceeds from the called securities would likely be
reinvested by the Fund in securities bearing the new, lower
interest rates, resulting in a possible decline in the
Funds income and distributions to shareholders.
Credit Risk
. The issuers of instruments in which the Fund
invests may be unable to meet interest
and/or
principal payments. This risk is increased to the extent the
Fund invests in junk bonds which may cause the Fund to incur
higher expenses to protect its interests. The credit risks and
market prices of lower-grade securities generally are more
sensitive to negative issuer developments, such as reduced
revenues or increased expenditures, or adverse economic
conditions, such as a recession, than are higher-grade
securities. An issuers securities may decrease in value if
its financial strength weakens, which may reduce its credit
rating and possibly its ability to meet its contractual
obligations.
High Yield Bond (Junk Bond) Risk
. Compared to higher
quality debt securities, high yield bonds (commonly referred to
as junk bonds) involve a greater risk of default or price
changes due to changes in the credit quality of the issuer
because they are generally unsecured and may be subordinated to
other creditors claims. The values of junk bonds often
fluctuate more in response to company, political, regulatory or
economic developments than higher quality bonds. Their values
can decline significantly over short periods of time or during
periods of economic difficulty when the bonds could be difficult
to value or sell at a fair price. Credit ratings on junk bonds
do not necessarily reflect their actual market value.
Income Risk
. The income you receive from an underlying
fund is based primarily on prevailing interest rates, which can
vary widely over the short- and long-term. If interest rates
drop, your income from an underlying fund may drop as well.
Intermediate Dollar-Weighted Average Life Risk
.
Generally, a portfolio of municipal securities having an
intermediate dollar-weighted average life tends to produce a
higher level of income than a portfolio of municipal securities
having a shorter dollar-weighted average life and has less net
asset value volatility than a portfolio of municipal securities
having a longer dollar-weighted average life, although such
differences cannot be assured. In addition, market prices of
municipal securities with intermediate lives generally fluctuate
more in response to changes in interest rates than do market
prices of municipal securities with shorter lives but generally
fluctuate less than market prices of municipal securities with
longer lives.
Interest Rate Risk
. Interest rate risk refers to the risk
that bond prices generally fall as interest rates rise;
conversely, bond prices generally rise as interest rates fall.
Specific bonds differ in their sensitivity to changes in
interest rates depending on their individual characteristics.
One measure of this sensitivity is called duration. The longer
the duration of a particular bond, the greater its price
sensitivity is to interest rates. Similarly, a longer duration
portfolio of securities has greater price sensitivity. Falling
interest rates may also prompt some issuers to refinance
existing debt, which could affect the Funds performance.
Liquidity Risk
. A security is considered to be illiquid
if the Fund is unable to sell such security at a fair price
within a reasonable amount of time. A security may be deemed
illiquid due to a lack of trading volume in the security or if
the security is privately placed and not traded in any public
market or is otherwise restricted from trading. The Fund may be
unable to sell illiquid securities at the time or price it
desires and could lose its entire investment in such securities.
Further, certain restricted securities require special
registration, liabilities and costs, and pose valuation
difficulties.
Management Risk
. The investment techniques and risk
analysis used by the Funds portfolio managers may not
produce the desired results.
Market Risk
. The prices of and the income generated by
the Funds securities may decline in response to, among
other things, investor sentiment, general economic and market
conditions, regional or global instability, and currency and
interest rate fluctuations.
Municipal Issuer Focus Risk
. The Fund generally considers
investments in municipal securities not to be subject to
industry concentration policies (issuers of municipal securities
as a group is not an industry) and the Fund may invest in
municipal securities issued by entities having similar
characteristics. The issuers may be located in the same
geographic area or may pay their interest obligations from
revenue of similar projects, such as hospitals, airports,
utility systems and housing finance agencies. This may make the
Funds investments more susceptible to similar social,
economic, political or regulatory occurrences. As the similarity
in issuers increases, the potential for fluctuation in the
Funds net asset value also increases. From time to time,
the Funds investments may include securities as to which
the Fund, by itself or together with other funds or accounts
managed by the Adviser, holds a major portion or all of an issue
of municipal securities. Because there may be relatively few
potential purchasers for such investments and, in some cases,
there may be contractual restrictions on resales, the Fund may
find it more difficult to sell such securities at a time when
the Adviser believes it is advisable to do so.
Municipal Securities Risk
. The Fund may invest in
municipal securities. Constitutional amendments, legislative
enactments, executive orders, administrative regulations, voter
initiatives, and the issuers regional economic conditions
may affect the municipal securitys value, interest
payments, repayment of principal and the Funds ability to
sell it. Revenue bonds are generally not backed by the taxing
power of the issuing municipality. To the extent that a
municipal security is not heavily followed by the investment
community or such security issue is relatively small, the
security may be difficult to value or sell at a desirable price.
If the Internal Revenue Service determines that an issuer of a
municipal security has not complied with applicable tax
requirements, interest from the security could be treated as
taxable, which could result in a decline in the securitys
value. In addition, there could be changes in applicable tax
laws or tax treatments that reduce or eliminate the current
federal income tax exemption on municipal securities or
otherwise adversely affect the current federal or state tax
status of municipal securities.
Reinvestment Risk
. Reinvestment risk is the risk that a
bonds cash flows (coupon income and principal repayment)
will be reinvested at an interest rate below that on the
original bond. If interest rates decline, the underlying bond
may rise in value, but the cash flows received from that bond
may have to be reinvested at a lower interest rate.
Synthetic Securities Risk
. Fluctuations in the values of
synthetic securities may not correlate perfectly with the
instruments they are designed to replicate. Synthetic securities
may be subject to interest rate changes, market price
fluctuations, counterparty risk and liquidity risk.
4 Invesco
Tax-Free Intermediate Fund
Portfolio
Holdings
A description of Fund policies and procedures with respect to
the disclosure of Fund portfolio holdings is available in the
SAI, which is available at www.invesco.com/us.
The
Adviser(s)
Invesco Advisers, Inc. (Invesco or the Adviser) serves as the
Funds investment adviser. The Adviser manages the
investment operations of the Fund as well as other investment
portfolios that encompass a broad range of investment
objectives, and has agreed to perform or arrange for the
performance of the Funds
day-to-day
management. The Adviser is located at 1555 Peachtree Street,
N.E., Atlanta, Georgia 30309. The Adviser, as successor in
interest to multiple investment advisers, has been an investment
adviser since 1976.
Pending Litigation.
Detailed information
concerning pending litigation can be found in the SAI.
Adviser
Compensation
During the fiscal year ended February 29, 2012, the Adviser
received compensation of 0.26% of Invesco Tax-Free Intermediate
Funds average daily net assets.
A discussion regarding the basis for the Board of Trustees
approval of the investment advisory agreement and investment
sub-advisory
agreements of the Fund is available in the Funds most
recent semi-annual report to shareholders for the six-month
period ended August 31.
Portfolio
Managers
The following individuals are jointly and primarily responsible
for the
day-to-day
management of the Funds portfolio:
|
|
n
|
Thomas Byron, Portfolio Manager, who has been responsible for
the Fund since 2011 and has been associated with Invesco and/or
its affiliates since 2010. From 1981 to 2010, Mr. Byron was
associated with Van Kampen Asset Management and/or its
affiliates in an investment management capacity.
|
|
n
|
Robert Stryker, Portfolio Manager, who has been responsible for
the Fund since 2011 and has been associated with Invesco and/or
its affiliates since 2010. From 1994 to 2010, Mr. Stryker was
associated with Van Kampen Asset Management and/or its
affiliates in an investment management capacity.
|
|
|
n
|
Robert Wimmel, Portfolio Manager, who has been responsible for
the Fund since 2011 and has been associated with Invesco and/or
its affiliates since 2010. From 1996 to 2010, Mr. Wimmel was
associated with Van Kampen Asset Management and/or its
affiliates in an investment management capacity.
|
More information on the portfolio managers may be found at
www.invesco.com/us. The Web site is not part of this prospectus.
The Funds SAI provides additional information about the
portfolio managers investments in the Fund, a description
of the compensation structure and information regarding other
accounts managed.
Sales
Charges
Purchases of Class A shares of Invesco Tax-Free
Intermediate Fund are subject to the maximum 2.50% initial sales
charge as listed under the heading Category IV Initial
Sales Charges in the Shareholder Account
InformationInitial Sales Charges (Class A
Shares Only) section of this prospectus. Purchases of
Class A2 shares of Invesco Tax-Free Intermediate Fund
are subject to the maximum 1.00% initial sales charge as listed
under the heading Category III Initial Sales Charges
in the Shareholder Account InformationInitial Sales
Charges (Class A Shares only) section of this
prospectus.
Dividends
and Distributions
The Fund expects, based on its investment objective and
strategies, that its distributions, if any, will consist
primarily of tax-exempt income.
Dividends
The Fund generally declares dividends from net investment income
daily and pays them monthly.
Capital Gains
Distributions
The Fund generally distributes long-term and short-term capital
gains (net of any available capital loss carryovers), if any, at
least annually. Capital gains distributions may vary
considerably from year to year as a result of the Funds
normal investment activities and cash flows. During a time of
economic volatility, a fund may experience capital losses and
unrealized depreciation in value of investments, the effect of
which may be to reduce or eliminate capital gains distributions
for a period of time. Even though a fund may experience a
current year loss, it may nonetheless distribute prior year
capital gains.
Closure
of Class A2 shares
The Fund discontinued public sales of its
Class A2 shares to new investors at the close of
business on October 30, 2002.
Existing shareholders of the Fund may continue to invest in
Class A2 shares of the Fund if they were invested in
the Class A2 shares of the Fund at the close of
business on October 30, 2002 and remain invested in
Class A2 shares of the Fund after that date.
Barclays Municipal Bond Index is an unmanaged index considered
representative of the tax-exempt bond market.
BofA Merrill Lynch 3-7 Year Municipal Index consists of bonds
with an outstanding par greater than or equal to
$25 million and a maturity range between three and seven
years.
Lipper Intermediate Municipal Debt Funds Index is an unmanaged
index considered representative of intermediate municipal debt
funds tracked by Lipper.
5 Invesco
Tax-Free Intermediate Fund
The financial highlights show the Funds financial history
for the past five fiscal years or, if shorter, the period of
operations of the Fund or any of its share classes. The
financial highlights table is intended to help you understand
the Funds financial performance. Certain information
reflects financial results for a single Fund share.
Institutional Class is not offered in this prospectus.
The total returns in the table represent the rate that an
investor would have earned (or lost) on an investment in the
Fund (assuming reinvestment of all dividends and distributions).
The information has been audited by PricewaterhouseCoopers LLP,
whose report, along with the Funds financial statements,
is included in the Funds annual report, which is available
upon request.
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Ratio of
|
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Ratio of
|
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|
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Net gains
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
expenses
|
|
expenses
|
|
|
|
|
|
|
|
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|
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(losses) on
|
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|
|
|
|
|
|
|
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to average
|
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to average net
|
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Ratio of net
|
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|
|
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Net asset
|
|
|
|
securities
|
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|
|
Dividends
|
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Distributions
|
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|
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|
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net assets
|
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assets without
|
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investment
|
|
|
|
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value,
|
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Net
|
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(both
|
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Total from
|
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from net
|
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from net
|
|
|
|
Net asset
|
|
|
|
Net assets,
|
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with fee waivers
|
|
fee waivers
|
|
income
|
|
|
|
|
beginning
|
|
investment
|
|
realized and
|
|
investment
|
|
investment
|
|
realized
|
|
Total
|
|
value, end
|
|
Total
|
|
end of period
|
|
and/or
expenses
|
|
and/or
expenses
|
|
to average
|
|
Portfolio
|
|
|
of period
|
|
income
|
|
unrealized)
|
|
operations
|
|
income
|
|
gains
|
|
distributions
|
|
of period
|
|
return
(a)
|
|
(000s omitted)
|
|
absorbed
|
|
absorbed
|
|
net assets
|
|
turnover
(b)
|
|
|
Class A
|
|
|
|
|
|
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|
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|
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|
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|
|
|
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|
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|
|
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|
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|
|
|
|
|
|
|
|
|
|
Year ended 02/29/12
|
|
$
|
11.12
|
|
|
$
|
0.36
|
(c)
|
|
$
|
0.72
|
|
|
$
|
1.08
|
|
|
$
|
(0.39
|
)
|
|
$
|
|
|
|
$
|
(0.39
|
)
|
|
$
|
11.81
|
|
|
|
9.88
|
%
|
|
$
|
1,064,169
|
|
|
|
0.60
|
%
(d)
|
|
|
0.60
|
%
(d)
|
|
|
3.14
|
%
(d)
|
|
|
11
|
%
|
Year ended 02/28/11
|
|
|
11.19
|
|
|
|
0.36
|
(c)
|
|
|
(0.13
|
)
|
|
|
0.23
|
|
|
|
(0.30
|
)
|
|
|
|
|
|
|
(0.30
|
)
|
|
|
11.12
|
|
|
|
2.10
|
|
|
|
1,033,795
|
|
|
|
0.60
|
|
|
|
0.60
|
|
|
|
3.20
|
|
|
|
18
|
|
Eleven months ended 02/28/10
|
|
|
10.72
|
|
|
|
0.33
|
(c)
|
|
|
0.49
|
|
|
|
0.82
|
|
|
|
(0.35
|
)
|
|
|
|
|
|
|
(0.35
|
)
|
|
|
11.19
|
|
|
|
7.80
|
|
|
|
1,552,931
|
|
|
|
0.63
|
(e)
|
|
|
0.63
|
(e)
|
|
|
3.23
|
(e)
|
|
|
8
|
|
Year ended 03/31/09
|
|
|
10.70
|
|
|
|
0.46
|
(c)
|
|
|
(0.02
|
)
|
|
|
0.44
|
|
|
|
(0.41
|
)
|
|
|
(0.01
|
)
|
|
|
(0.42
|
)
|
|
|
10.72
|
|
|
|
4.18
|
|
|
|
224,508
|
|
|
|
0.69
|
|
|
|
0.69
|
|
|
|
4.32
|
|
|
|
22
|
|
Year ended 03/31/08
|
|
|
10.76
|
|
|
|
0.43
|
(c)
|
|
|
0.02
|
|
|
|
0.45
|
|
|
|
(0.43
|
)
|
|
|
(0.08
|
)
|
|
|
(0.51
|
)
|
|
|
10.70
|
|
|
|
4.24
|
|
|
|
37,865
|
|
|
|
0.73
|
|
|
|
0.73
|
|
|
|
3.93
|
|
|
|
19
|
|
Year ended 03/31/07
|
|
|
10.92
|
|
|
|
0.46
|
|
|
|
(0.12
|
)
|
|
|
0.34
|
|
|
|
(0.45
|
)
|
|
|
(0.05
|
)
|
|
|
(0.50
|
)
|
|
|
10.76
|
|
|
|
3.23
|
|
|
|
38,156
|
|
|
|
0.75
|
|
|
|
0.75
|
|
|
|
3.99
|
|
|
|
11
|
|
|
Class A2
|
|
|
|
|
|
|
|
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|
|
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|
|
Year ended 02/29/12
|
|
|
11.12
|
|
|
|
0.39
|
(c)
|
|
|
0.73
|
|
|
|
1.12
|
|
|
|
(0.42
|
)
|
|
|
|
|
|
|
(0.42
|
)
|
|
|
11.82
|
|
|
|
10.25
|
|
|
|
112,293
|
|
|
|
0.35
|
(d)
|
|
|
0.35
|
(d)
|
|
|
3.39
|
(d)
|
|
|
11
|
|
Year ended 02/28/11
|
|
|
11.20
|
|
|
|
0.39
|
(c)
|
|
|
(0.14
|
)
|
|
|
0.25
|
|
|
|
(0.33
|
)
|
|
|
|
|
|
|
(0.33
|
)
|
|
|
11.12
|
|
|
|
2.26
|
|
|
|
96,998
|
|
|
|
0.35
|
|
|
|
0.35
|
|
|
|
3.45
|
|
|
|
18
|
|
Eleven months ended 02/28/10
|
|
|
10.72
|
|
|
|
0.35
|
(c)
|
|
|
0.51
|
|
|
|
0.86
|
|
|
|
(0.38
|
)
|
|
|
|
|
|
|
(0.38
|
)
|
|
|
11.20
|
|
|
|
8.14
|
|
|
|
109,342
|
|
|
|
0.38
|
(e)
|
|
|
0.38
|
(e)
|
|
|
3.48
|
(e)
|
|
|
8
|
|
Year ended 03/31/09
|
|
|
10.70
|
|
|
|
0.48
|
(c)
|
|
|
(0.02
|
)
|
|
|
0.46
|
|
|
|
(0.43
|
)
|
|
|
(0.01
|
)
|
|
|
(0.44
|
)
|
|
|
10.72
|
|
|
|
4.44
|
|
|
|
116,422
|
|
|
|
0.44
|
|
|
|
0.44
|
|
|
|
4.57
|
|
|
|
22
|
|
Year ended 03/31/08
|
|
|
10.76
|
|
|
|
0.45
|
(c)
|
|
|
0.02
|
|
|
|
0.47
|
|
|
|
(0.45
|
)
|
|
|
(0.08
|
)
|
|
|
(0.53
|
)
|
|
|
10.70
|
|
|
|
4.50
|
|
|
|
167,381
|
|
|
|
0.48
|
|
|
|
0.48
|
|
|
|
4.18
|
|
|
|
19
|
|
Year ended 03/31/07
|
|
|
10.92
|
|
|
|
0.46
|
|
|
|
(0.09
|
)
|
|
|
0.37
|
|
|
|
(0.48
|
)
|
|
|
(0.05
|
)
|
|
|
(0.53
|
)
|
|
|
10.76
|
|
|
|
3.49
|
|
|
|
145,563
|
|
|
|
0.50
|
|
|
|
0.50
|
|
|
|
4.24
|
|
|
|
11
|
|
|
Class Y
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended 02/29/12
|
|
|
11.11
|
|
|
|
0.39
|
(c)
|
|
|
0.73
|
|
|
|
1.12
|
|
|
|
(0.42
|
)
|
|
|
|
|
|
|
(0.42
|
)
|
|
|
11.81
|
|
|
|
10.26
|
|
|
|
263,693
|
|
|
|
0.35
|
(d)
|
|
|
0.35
|
(d)
|
|
|
3.39
|
(d)
|
|
|
11
|
|
Year ended 02/28/11
|
|
|
11.19
|
|
|
|
0.39
|
(c)
|
|
|
(0.14
|
)
|
|
|
0.25
|
|
|
|
(0.33
|
)
|
|
|
|
|
|
|
(0.33
|
)
|
|
|
11.11
|
|
|
|
2.26
|
|
|
|
131,884
|
|
|
|
0.35
|
|
|
|
0.35
|
|
|
|
3.45
|
|
|
|
18
|
|
Eleven months ended 02/28/10
|
|
|
10.72
|
|
|
|
0.35
|
(c)
|
|
|
0.50
|
|
|
|
0.85
|
|
|
|
(0.38
|
)
|
|
|
|
|
|
|
(0.38
|
)
|
|
|
11.19
|
|
|
|
8.05
|
|
|
|
107,447
|
|
|
|
0.38
|
(e)
|
|
|
0.38
|
(e)
|
|
|
3.48
|
(e)
|
|
|
8
|
|
Year ended
03/31/09
(f)
|
|
|
10.42
|
|
|
|
0.24
|
(c)
|
|
|
0.28
|
|
|
|
0.52
|
|
|
|
(0.21
|
)
|
|
|
(0.01
|
)
|
|
|
(0.22
|
)
|
|
|
10.72
|
|
|
|
5.01
|
|
|
|
29,834
|
|
|
|
0.45
|
(e)
|
|
|
0.45
|
(e)
|
|
|
4.56
|
(e)
|
|
|
22
|
|
|
Institutional Class
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended 02/29/12
|
|
|
11.11
|
|
|
|
0.38
|
(c)
|
|
|
0.72
|
|
|
|
1.10
|
|
|
|
(0.41
|
)
|
|
|
|
|
|
|
(0.41
|
)
|
|
|
11.80
|
|
|
|
10.11
|
|
|
|
20,598
|
|
|
|
0.40
|
(d)
|
|
|
0.40
|
(d)
|
|
|
3.34
|
(d)
|
|
|
11
|
|
Year ended 02/28/11
|
|
|
11.18
|
|
|
|
0.39
|
(c)
|
|
|
(0.13
|
)
|
|
|
0.26
|
|
|
|
(0.33
|
)
|
|
|
|
|
|
|
(0.33
|
)
|
|
|
11.11
|
|
|
|
2.36
|
|
|
|
7,395
|
|
|
|
0.35
|
|
|
|
0.35
|
|
|
|
3.45
|
|
|
|
18
|
|
Eleven months ended 02/28/10
|
|
|
10.70
|
|
|
|
0.35
|
(c)
|
|
|
0.51
|
|
|
|
0.86
|
|
|
|
(0.38
|
)
|
|
|
|
|
|
|
(0.38
|
)
|
|
|
11.18
|
|
|
|
8.14
|
|
|
|
7,990
|
|
|
|
0.37
|
(e)
|
|
|
0.37
|
(e)
|
|
|
3.49
|
(e)
|
|
|
8
|
|
Year ended 03/31/09
|
|
|
10.69
|
|
|
|
0.48
|
(c)
|
|
|
(0.03
|
)
|
|
|
0.45
|
|
|
|
(0.43
|
)
|
|
|
(0.01
|
)
|
|
|
(0.44
|
)
|
|
|
10.70
|
|
|
|
4.28
|
|
|
|
2,344
|
|
|
|
0.50
|
|
|
|
0.50
|
|
|
|
4.51
|
|
|
|
22
|
|
Year ended 03/31/08
|
|
|
10.75
|
|
|
|
0.45
|
(c)
|
|
|
0.02
|
|
|
|
0.47
|
|
|
|
(0.45
|
)
|
|
|
(0.08
|
)
|
|
|
(0.53
|
)
|
|
|
10.69
|
|
|
|
4.46
|
|
|
|
879
|
|
|
|
0.53
|
|
|
|
0.53
|
|
|
|
4.13
|
|
|
|
19
|
|
Year ended 03/31/07
|
|
|
10.92
|
|
|
|
0.46
|
|
|
|
(0.10
|
)
|
|
|
0.36
|
|
|
|
(0.48
|
)
|
|
|
(0.05
|
)
|
|
|
(0.53
|
)
|
|
|
10.75
|
|
|
|
3.43
|
|
|
|
3,215
|
|
|
|
0.52
|
|
|
|
0.52
|
|
|
|
4.22
|
|
|
|
11
|
|
|
|
|
|
(a)
|
|
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. Does
not include sales charges and is not annualized for periods less
than one year, if applicable.
|
(b)
|
|
Portfolio turnover is calculated at the fund level and is not
annualized for periods less than one year, if applicable.
|
(c)
|
|
Calculated using average shares outstanding.
|
(d)
|
|
Ratios are based on average daily net assets (000s) of
$1,008,095, $102,690, $210,287 and $13,997 for Class A,
Class A2, Class Y and Institutional Class shares,
respectively.
|
(e)
|
|
Annualized.
|
(f)
|
|
Commencement date of October 3, 2008 for Class Y
shares.
|
6 Invesco
Tax-Free Intermediate Fund
Hypothetical
Investment and Expense Information
In connection with the final settlement reached between Invesco
and certain of its affiliates with certain regulators, including
the New York Attorney Generals Office, the SEC and the
Colorado Attorney Generals Office (the settlement) arising
out of certain market timing and unfair pricing allegations made
against Invesco and certain of its affiliates, Invesco and
certain of its affiliates agreed, among other things, to
disclose certain hypothetical information regarding investment
and expense information to Fund shareholders. The chart below is
intended to reflect the annual and cumulative impact of the
Funds expenses, including investment advisory fees and
other Fund costs, on the Funds returns over a
10-year
period. The example reflects the following:
|
|
|
|
n
|
You invest $10,000 in the Fund and hold it for the entire
10-year
period;
|
|
n
|
Your investment has a 5% return before expenses each year;
|
|
n
|
Hypotheticals both with and without any applicable initial sales
charge applied; and
|
|
n
|
There is no sales charge on reinvested dividends.
|
There is no assurance that the annual expense ratio will be the
expense ratio for the Fund classes for any of the years shown.
This is only a hypothetical presentation made to illustrate what
expenses and returns would be under the above scenarios; your
actual returns and expenses are likely to differ (higher or
lower) from those shown below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A (Includes Maximum
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales Charge)
|
|
Year 1
|
|
Year 2
|
|
Year 3
|
|
Year 4
|
|
Year 5
|
|
Year 6
|
|
Year 7
|
|
Year 8
|
|
Year 9
|
|
Year 10
|
|
|
Annual Expense
Ratio
1
|
|
|
0
|
.60%
|
|
|
0
|
.60%
|
|
|
0
|
.60%
|
|
|
0
|
.60%
|
|
|
0
|
.60%
|
|
|
0
|
.60%
|
|
|
0
|
.60%
|
|
|
0
|
.60%
|
|
|
0
|
.60%
|
|
|
0
|
.60%
|
Cumulative Return Before Expenses
|
|
|
5
|
.00%
|
|
|
10
|
.25%
|
|
|
15
|
.76%
|
|
|
21
|
.55%
|
|
|
27
|
.63%
|
|
|
34
|
.01%
|
|
|
40
|
.71%
|
|
|
47
|
.75%
|
|
|
55
|
.13%
|
|
|
62
|
.89%
|
Cumulative Return After Expenses
|
|
|
1
|
.79%
|
|
|
6
|
.27%
|
|
|
10
|
.94%
|
|
|
15
|
.83%
|
|
|
20
|
.92%
|
|
|
26
|
.24%
|
|
|
31
|
.80%
|
|
|
37
|
.60%
|
|
|
43
|
.65%
|
|
|
49
|
.97%
|
End of Year Balance
|
|
$
|
10,179
|
.00
|
|
$
|
10,626
|
.88
|
|
$
|
11,094
|
.46
|
|
$
|
11,582
|
.61
|
|
$
|
12,092
|
.25
|
|
$
|
12,624
|
.31
|
|
$
|
13,179
|
.78
|
|
$
|
13,759
|
.69
|
|
$
|
14,365
|
.11
|
|
$
|
14,997
|
.18
|
Estimated Annual Expenses
|
|
$
|
309
|
.79
|
|
$
|
62
|
.42
|
|
$
|
65
|
.16
|
|
$
|
68
|
.03
|
|
$
|
71
|
.02
|
|
$
|
74
|
.15
|
|
$
|
77
|
.41
|
|
$
|
80
|
.82
|
|
$
|
84
|
.37
|
|
$
|
88
|
.09
|
|
|
Class A (Without Maximum
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales Charge)
|
|
Year 1
|
|
Year 2
|
|
Year 3
|
|
Year 4
|
|
Year 5
|
|
Year 6
|
|
Year 7
|
|
Year 8
|
|
Year 9
|
|
Year 10
|
|
|
Annual Expense
Ratio
1
|
|
|
0
|
.60%
|
|
|
0
|
.60%
|
|
|
0
|
.60%
|
|
|
0
|
.60%
|
|
|
0
|
.60%
|
|
|
0
|
.60%
|
|
|
0
|
.60%
|
|
|
0
|
.60%
|
|
|
0
|
.60%
|
|
|
0
|
.60%
|
Cumulative Return Before Expenses
|
|
|
5
|
.00%
|
|
|
10
|
.25%
|
|
|
15
|
.76%
|
|
|
21
|
.55%
|
|
|
27
|
.63%
|
|
|
34
|
.01%
|
|
|
40
|
.71%
|
|
|
47
|
.75%
|
|
|
55
|
.13%
|
|
|
62
|
.89%
|
Cumulative Return After Expenses
|
|
|
4
|
.40%
|
|
|
8
|
.99%
|
|
|
13
|
.79%
|
|
|
18
|
.80%
|
|
|
24
|
.02%
|
|
|
29
|
.48%
|
|
|
35
|
.18%
|
|
|
41
|
.13%
|
|
|
47
|
.33%
|
|
|
53
|
.82%
|
End of Year Balance
|
|
$
|
10,440
|
.00
|
|
$
|
10,899
|
.36
|
|
$
|
11,378
|
.93
|
|
$
|
11,879
|
.60
|
|
$
|
12,402
|
.31
|
|
$
|
12,948
|
.01
|
|
$
|
13,517
|
.72
|
|
$
|
14,112
|
.50
|
|
$
|
14,733
|
.45
|
|
$
|
15,381
|
.72
|
Estimated Annual Expenses
|
|
$
|
61
|
.32
|
|
$
|
64
|
.02
|
|
$
|
66
|
.83
|
|
$
|
69
|
.78
|
|
$
|
72
|
.85
|
|
$
|
76
|
.05
|
|
$
|
79
|
.40
|
|
$
|
82
|
.89
|
|
$
|
86
|
.54
|
|
$
|
90
|
.35
|
|
|
Class A2 (Includes Maximum
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales Charge)
|
|
Year 1
|
|
Year 2
|
|
Year 3
|
|
Year 4
|
|
Year 5
|
|
Year 6
|
|
Year 7
|
|
Year 8
|
|
Year 9
|
|
Year 10
|
|
|
Annual Expense
Ratio
1
|
|
|
0
|
.35%
|
|
|
0
|
.35%
|
|
|
0
|
.35%
|
|
|
0
|
.35%
|
|
|
0
|
.35%
|
|
|
0
|
.35%
|
|
|
0
|
.35%
|
|
|
0
|
.35%
|
|
|
0
|
.35%
|
|
|
0
|
.35%
|
Cumulative Return Before Expenses
|
|
|
5
|
.00%
|
|
|
10
|
.25%
|
|
|
15
|
.76%
|
|
|
21
|
.55%
|
|
|
27
|
.63%
|
|
|
34
|
.01%
|
|
|
40
|
.71%
|
|
|
47
|
.75%
|
|
|
55
|
.13%
|
|
|
62
|
.89%
|
Cumulative Return After Expenses
|
|
|
3
|
.60%
|
|
|
8
|
.42%
|
|
|
13
|
.46%
|
|
|
18
|
.74%
|
|
|
24
|
.26%
|
|
|
30
|
.04%
|
|
|
36
|
.08%
|
|
|
42
|
.41%
|
|
|
49
|
.04%
|
|
|
55
|
.97%
|
End of Year Balance
|
|
$
|
10,360
|
.35
|
|
$
|
10,842
|
.11
|
|
$
|
11,346
|
.26
|
|
$
|
11,873
|
.87
|
|
$
|
12,426
|
.00
|
|
$
|
13,003
|
.81
|
|
$
|
13,608
|
.49
|
|
$
|
14,241
|
.28
|
|
$
|
14,903
|
.50
|
|
$
|
15,596
|
.51
|
Estimated Annual Expenses
|
|
$
|
135
|
.46
|
|
$
|
37
|
.10
|
|
$
|
38
|
.83
|
|
$
|
40
|
.64
|
|
$
|
42
|
.52
|
|
$
|
44
|
.50
|
|
$
|
46
|
.57
|
|
$
|
48
|
.74
|
|
$
|
51
|
.00
|
|
$
|
53
|
.38
|
|
|
Class A2 (Without Maximum
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales Charge)
|
|
Year 1
|
|
Year 2
|
|
Year 3
|
|
Year 4
|
|
Year 5
|
|
Year 6
|
|
Year 7
|
|
Year 8
|
|
Year 9
|
|
Year 10
|
|
|
Annual Expense
Ratio
1
|
|
|
0
|
.35%
|
|
|
0
|
.35%
|
|
|
0
|
.35%
|
|
|
0
|
.35%
|
|
|
0
|
.35%
|
|
|
0
|
.35%
|
|
|
0
|
.35%
|
|
|
0
|
.35%
|
|
|
0
|
.35%
|
|
|
0
|
.35%
|
Cumulative Return Before Expenses
|
|
|
5
|
.00%
|
|
|
10
|
.25%
|
|
|
15
|
.76%
|
|
|
21
|
.55%
|
|
|
27
|
.63%
|
|
|
34
|
.01%
|
|
|
40
|
.71%
|
|
|
47
|
.75%
|
|
|
55
|
.13%
|
|
|
62
|
.89%
|
Cumulative Return After Expenses
|
|
|
4
|
.65%
|
|
|
9
|
.52%
|
|
|
14
|
.61%
|
|
|
19
|
.94%
|
|
|
25
|
.52%
|
|
|
31
|
.35%
|
|
|
37
|
.46%
|
|
|
43
|
.85%
|
|
|
50
|
.54%
|
|
|
57
|
.54%
|
End of Year Balance
|
|
$
|
10,465
|
.00
|
|
$
|
10,951
|
.62
|
|
$
|
11,460
|
.87
|
|
$
|
11,993
|
.80
|
|
$
|
12,551
|
.52
|
|
$
|
13,135
|
.16
|
|
$
|
13,745
|
.95
|
|
$
|
14,385
|
.13
|
|
$
|
15,054
|
.04
|
|
$
|
15,754
|
.05
|
Estimated Annual Expenses
|
|
$
|
35
|
.81
|
|
$
|
37
|
.48
|
|
$
|
39
|
.22
|
|
$
|
41
|
.05
|
|
$
|
42
|
.95
|
|
$
|
44
|
.95
|
|
$
|
47
|
.04
|
|
$
|
49
|
.23
|
|
$
|
51
|
.52
|
|
$
|
53
|
.91
|
|
|
Class Y
|
|
Year 1
|
|
Year 2
|
|
Year 3
|
|
Year 4
|
|
Year 5
|
|
Year 6
|
|
Year 7
|
|
Year 8
|
|
Year 9
|
|
Year 10
|
|
|
Annual Expense
Ratio
1
|
|
|
0
|
.35%
|
|
|
0
|
.35%
|
|
|
0
|
.35%
|
|
|
0
|
.35%
|
|
|
0
|
.35%
|
|
|
0
|
.35%
|
|
|
0
|
.35%
|
|
|
0
|
.35%
|
|
|
0
|
.35%
|
|
|
0
|
.35%
|
Cumulative Return Before Expenses
|
|
|
5
|
.00%
|
|
|
10
|
.25%
|
|
|
15
|
.76%
|
|
|
21
|
.55%
|
|
|
27
|
.63%
|
|
|
34
|
.01%
|
|
|
40
|
.71%
|
|
|
47
|
.75%
|
|
|
55
|
.13%
|
|
|
62
|
.89%
|
Cumulative Return After Expenses
|
|
|
4
|
.65%
|
|
|
9
|
.52%
|
|
|
14
|
.61%
|
|
|
19
|
.94%
|
|
|
25
|
.52%
|
|
|
31
|
.35%
|
|
|
37
|
.46%
|
|
|
43
|
.85%
|
|
|
50
|
.54%
|
|
|
57
|
.54%
|
End of Year Balance
|
|
$
|
10,465
|
.00
|
|
$
|
10,951
|
.62
|
|
$
|
11,460
|
.87
|
|
$
|
11,993
|
.80
|
|
$
|
12,551
|
.52
|
|
$
|
13,135
|
.16
|
|
$
|
13,745
|
.95
|
|
$
|
14,385
|
.13
|
|
$
|
15,054
|
.04
|
|
$
|
15,754
|
.05
|
Estimated Annual Expenses
|
|
$
|
35
|
.81
|
|
$
|
37
|
.48
|
|
$
|
39
|
.22
|
|
$
|
41
|
.05
|
|
$
|
42
|
.95
|
|
$
|
44
|
.95
|
|
$
|
47
|
.04
|
|
$
|
49
|
.23
|
|
$
|
51
|
.52
|
|
$
|
53
|
.91
|
|
|
|
|
|
1 Your actual expenses may be higher or lower than those
shown.
|
|
|
7 Invesco
Tax-Free Intermediate Fund
Shareholder
Account Information
In addition to the Fund, Invesco serves as investment adviser to
many other Invesco and Invesco Van Kampen mutual funds that are
offered to retail investors (Invesco Funds or Funds). The
following information is about all of the Invesco Funds that
offer retail share classes.
If shares of the Funds are held in an account maintained by an
intermediary or in the name of a conduit investment vehicle (and
not in the name of an individual investor), the intermediary or
conduit investment vehicle may impose rules which differ from,
and/or
charge a transaction or other fee in addition to, those
described in this prospectus.
Additional information is available on the Internet at
www.invesco.com/us.
Go to the tab for Accounts & Services, then
click on Service Center, or consult the Funds
SAI, which is available on that same Web site or upon request
free of charge. The Web site is not part of this prospectus.
Choosing
a Share Class
Each Fund may offer multiple classes of shares and not all Funds
offer all share classes discussed herein. Each class represents
an interest in the same portfolio of investments. Certain
classes have higher expenses than other classes which may lower
the return on your investment when compared to a less expensive
class. In deciding which class of shares to purchase, you should
consider the following attributes of the various share classes,
among other things: (i) the eligibility requirements that
apply to purchases of a particular class, (ii) the initial
sales charges and contingent deferred sales charges (CDSCs), if
any, applicable to the class, (iii) the
12b-1
fee,
if any, paid by the class, and (iv) any services you may
receive from a financial intermediary. Please contact your
financial adviser to assist you in making your decision. Please
refer to the prospectus fee table for more information on the
fees and expenses of a particular Funds share classes.
|
|
|
|
|
|
|
|
|
|
|
|
Share Classes
|
|
Class A
|
|
Class B
|
|
Class C
|
|
Class R
|
|
Class Y
|
|
Investor Class
|
|
n
Initial sales charge which may be waived or reduced
|
|
n
No initial sales charge
|
|
n
No initial sales charge
|
|
n
No initial sales charge
|
|
n
No initial sales charge
|
|
n
No initial sales charge
|
n
Contingent deferred sales charge on certain redemptions
|
|
n
Contingent deferred sales charge on redemptions within six or fewer years
|
|
n
Contingent deferred sales charge on redemptions within one year
4
|
|
n
No contingent deferred sales charge
|
|
n
No contingent deferred sales charge
|
|
n
No contingent deferred sales charge
|
n
12b-1
fee of up to 0.25%
1
|
|
n
12b-1
fee of up to 1.00%
|
|
n
12b-1
fee of up to 1.00%
5
|
|
n
12b-1
fee of up to 0.50%
|
|
n
No
12b-1
fee
|
|
n
12b-1
fee of up to 0.25%
1
|
|
|
n
Generally converts to Class A shares on or about the end of the month which is at least eight years after the date on which shares were purchased along with a pro rata portion of reinvested dividends and distributions
2,3
|
|
n
Does not convert to Class A shares
|
|
n
Does not convert to Class A shares
|
|
n
Does not convert to Class A shares
|
|
n
Does not convert to Class A shares
|
n
Generally more appropriate for long-term investors
|
|
n
New or additional investments are not permitted.
|
|
n
Generally more appropriate for
short-term
investors
n
Purchase orders limited to amounts less than $1,000,000
|
|
n
Generally available only to employee benefit plans
|
|
n
Class Y shares are generally available to (i) investors who purchase through a fee-based advisory account with an approved financial intermediary, (ii) defined contribution plans, defined benefit retirement plans, endowments or foundations, (iii) banks or bank trust departments acting on their own behalf or as trustee or manager for trust accounts, or (iv) any current, former or retired trustee, director, officer or employee (or immediate family members of a current, former or retired trustee, director, officer or employee) of any Invesco Fund or of Invesco Ltd. or any of its subsidiaries. In fee-based advisory programs, a financial intermediary typically charges each investor a fee based on the value of the investors account in exchange for servicing that account. Class Y shares are generally not available for individual retirement accounts (IRAs) such as traditional, Roth, SEP, SAR-SEP and SIMPLE IRAs.
|
|
n
Generally closed to new investors
|
A-1 The
Invesco Funds
MCF06/12
|
|
|
1
|
|
Class A2 shares of Invesco Tax-Free Intermediate Fund and
Investor Class shares of Invesco Money Market Fund, Invesco
Tax-Exempt Cash Fund, Premier Portfolio, Premier Tax-Exempt
Portfolio and Premier U.S. Government Money Portfolio do
not have a
12b-1
fee,
and the Invesco Short Term Bond Fund Class A shares have a
12b-1
fee of
0.15%.
|
2
|
|
Class B shares of Invesco Money Market Fund convert to Invesco
Cash Reserve Shares. Class B5 shares of Invesco Money
Market Fund convert to Class A5 shares.
|
3
|
|
Class B shares and Class B5 shares will not convert to
Class A shares or Class A5 shares, respectively, that
have a higher 12b-1 fee rate than the respective Class B
shares or Class B5 shares at the time of conversion.
|
4
|
|
CDSC does not apply to redemption of Class C shares of Invesco
Short Term Bond Fund unless you received Class C shares of
Invesco Short Term Bond Fund through an exchange from Class C
shares from another Invesco Fund that is still subject to a CDSC.
|
5
|
|
The
12b-1
fee for Class C shares of certain Funds is less than 1.00%.
The Fees and Expenses of the FundAnnual Fund
Operating Expenses section of this prospectus reflects the
actual
12b-1
fees paid by a Fund.
|
In addition to the share classes shown in the chart above, the
following Funds offer the following additional share classes on
a limited basis:
|
|
n
|
Class A2 shares: Invesco Limited Maturity Treasury Fund and
Invesco Tax-Free Intermediate Fund;
|
|
n
|
Class A5 shares: Invesco Balanced-Risk Retirement Funds and
Invesco Money Market Fund;
|
|
|
n
|
Class B5 shares: Invesco Money Market Fund (New or
additional investments in Class B5 shares are not
permitted);
|
|
|
n
|
Class C5 shares: Invesco Balanced-Risk Retirement Funds and
Invesco Money Market Fund;
|
|
n
|
Class R5 shares: Invesco Balanced-Risk Retirement Funds;
|
|
n
|
Class P shares: Invesco Summit Fund;
|
|
|
n
|
Class S shares: Invesco Charter Fund, Invesco Conservative
Allocation Fund, Invesco Growth Allocation Fund, Invesco
Moderate Allocation Fund and Invesco Summit Fund; and
|
|
|
n
|
Invesco Cash Reserve Shares: Invesco Money Market Fund.
|
Share
Class Eligibility
Class A, B,
C and Invesco Cash Reserve Shares
Class A, C and Invesco Cash Reserve Shares are available to
all retail investors, including individuals, trusts,
corporations and other business and charitable organizations and
eligible employee benefit plans. The share classes offer
different fee structures which are intended to compensate
financial intermediaries for services provided in connection
with the sale of shares and continued maintenance of the
customer relationship. You should consider the services provided
by your financial adviser and any other financial intermediaries
who will be involved in the servicing of your account when
choosing a share class.
New or additional investments in Class B shares are not
permitted. Existing shareholders of Class B shares may
continue as Class B shareholders, continue to reinvest
dividends and capital gains distributions in Class B shares
and exchange their Class B shares for Class B shares
of other Funds as permitted by the current exchange privileges,
until they convert. For Class B shares outstanding on
November 29, 2010 and Class B shares acquired upon
reinvestment of dividends, all Class B share attributes
including the associated Rule 12b-1 fee, CDSC and conversion
features, will continue.
Class A2 Shares
Class A2 shares, which are offered only on Invesco
Limited Maturity Treasury Fund and Invesco Tax-Free Intermediate
Fund, are closed to new investors. All references in this
prospectus to Class A shares, shall include Class A2 shares,
unless otherwise noted.
Class A5,
B5, C5 and R5 Shares
Class A5, B5, C5 and R5 shares are closed to new investors.
Only investors who have continuously maintained an account in
Class A5, C5 or R5 of a specific Fund may make additional
purchases into Class A5, C5 and R5, respectively, of such
specific Fund. All references in this Prospectus to
Class A, B, C or R shares of the Invesco Funds shall
include Class A5 (excluding Invesco Money Market Fund), B5,
C5, or R5 shares, respectively, of the Invesco Funds, unless
otherwise noted. All references in this Prospectus to Invesco
Cash Reserve Shares of Invesco Money Market Fund shall include
Class A5 shares of Invesco Money Market Fund, unless
otherwise noted.
Class P
Shares
In addition to the other share classes discussed herein, the
Invesco Summit Fund offers Class P shares, which were
historically sold only through the AIM Summit Investors Plans I
and II (each a Plan and, collectively, the Summit Plans).
Class P shares are sold with no initial sales charge and
have a
12b-1
fee of 0.10%. However, Class P shares are not sold to
members of the general public. Only shareholders who had
accounts in the Summit Plans at the close of business on
December 8, 2006 may purchase Class P shares and only
until the total of their combined investments in the Summit
Plans and in Class P shares directly equals the face amount
of their former Plan under the 30 year extended investment
option. The face amount of a Plan is the combined total of all
scheduled monthly investments under the Plan. For a Plan with a
scheduled monthly investment of $100.00, the face amount would
have been $36,000.00 under the 30 year extended investment
option.
Class R
Shares
Class R shares are generally available only to eligible
employee benefit plans. These may include, for example,
retirement and deferred compensation plans maintained pursuant
to Sections 401, 403, and 457 of the Internal Revenue Code
(the Code); nonqualified deferred compensation plans; health
savings accounts maintained pursuant to Section 223 of the
Code; and voluntary employees beneficiary arrangements
maintained pursuant to Section 501(c)(9) of the Code.
Retirement plans maintained pursuant to Section 401
generally include 401(k) plans, profit sharing plans, money
purchase pension plans, and defined benefit plans. Class R
shares are generally not available for individual retirement
accounts (IRAs) such as traditional, Roth, SEP, SAR-SEP and
SIMPLE IRAs.
Class S
Shares
Class S shares are limited to investors who purchase shares
with the proceeds received from a systematic contractual
investment plan redemption within the 12 months prior to
purchasing Class S shares, and who purchase through an
approved financial intermediary that has an agreement with the
distributor to sell Class S shares. Class S shares are
not otherwise sold to members of the general public. An investor
purchasing Class S shares will not pay an initial sales
charge. The investor will no longer be eligible to purchase
additional Class S shares at that point where the value of
the contributions to the prior systematic contractual investment
plan combined with the subsequent Class S share
contributions equals the face amount of what would have been the
investors systematic contractual investment plan under the
30-year
investment option. The face amount of a systematic contractual
investment plan is the combined total of all scheduled monthly
investments under that plan. For a plan with a scheduled monthly
investment of $100.00, the face amount would have been
$36,000.00 under the
30-year
extended investment option.
Class Y
Shares
Class Y shares are generally available to investors who
purchase through a fee-based advisory account with an approved
financial intermediary or
A-2 The
Invesco Funds
to any current, former or retired trustee, director, officer or
employee (or immediate family members of a current, former or
retired trustee, director, officer or employee) of any Invesco
Fund or of Invesco Ltd. or any of its subsidiaries. In fee-based
advisory programs, a financial intermediary typically charges
each investor a fee based on the value of the investors
account in exchange for servicing that account. Class Y shares
are generally not available for individual retirement accounts
(IRAs) such as traditional, Roth, SEP, SAR-SEP and SIMPLE IRAs.
Subject to any conditions or limitations imposed on the
servicing of Class Y shares by your financial adviser, if
you received Class Y shares as a result of a merger or
reorganization of a predecessor fund into any of the Funds, you
will be permitted to make additional Class Y share
purchases.
Investor
Class Shares
Some of the Funds offer Investor Class
shares.
Investor Class shares are sold with no initial
sales charge and have a maximum
12b-1
fee of
0.25%. Investor Class shares are not sold to members of the
general public. Only the following persons may purchase Investor
Class shares:
|
|
n
|
Investors who established accounts prior to April 1, 2002,
in Investor Class shares who have continuously maintained an
account in Investor Class shares (this includes anyone listed in
the registration of an account, such as a joint owner, trustee
or custodian, and immediate family members of such persons).
These investors are referred to as Investor Class
grandfathered investors.
|
n
|
Customers of certain financial intermediaries which have had
relationships with the Funds distributor or any Funds that
offered Investor Class shares prior to April 1, 2002, who
have continuously maintained such relationships. These
intermediaries are referred to as Investor Class
grandfathered intermediaries.
|
n
|
Eligible employee benefit plans. Investor Class shares are
generally not available for IRAs unless the IRA depositor is
considered an Investor Class grandfathered investor or the
account is opened through an Investor Class grandfathered
intermediary.
|
n
|
Any current, former or retired trustee, director, officer or
employee (or immediate family member of a current, former or
retired trustee, director, officer or employee) of any Invesco
Fund or of Invesco Ltd. or any of its subsidiaries.
|
Distribution
and Service
(12b-1)
Fees
Except as noted below, each Fund has adopted a distribution plan
or distribution plan and service plan pursuant to SEC
Rule 12b-1.
A
12b-1
plan
allows a Fund to pay distribution and service fees to Invesco
Distributors, Inc. (Invesco Distributors) to compensate or
reimburse, as applicable, Invesco Distributors for its efforts
in connection with the sale and distribution of the Funds
shares and for services provided to shareholders, all or a
substantial portion of which are paid to the dealer of record.
Because the Funds pay these fees out of their assets on an
ongoing basis, over time these fees will increase the cost of
your investment and may cause you to pay more than the maximum
permitted initial sales charges described in this prospectus.
The following Funds and share classes do not have
12b-1
plans:
|
|
n
|
Invesco Tax-Free Intermediate Fund, Class A2 shares.
|
n
|
Invesco Money Market Fund, Investor Class shares.
|
n
|
Invesco Tax-Exempt Cash Fund, Investor Class shares.
|
n
|
Premier Portfolio, Investor Class shares.
|
n
|
Premier U.S. Government Money Portfolio, Investor Class
shares.
|
n
|
Premier Tax-Exempt Portfolio, Investor Class shares.
|
n
|
All Funds, Class Y shares
|
Under the applicable distribution plan or distribution plan and
service plan, the Funds may pay distribution and service fees up
to the following amounts with respect to each Funds
average daily net assets with respect to such class:
|
|
n
|
Class A shares: 0.25%
|
n
|
Class B shares: 1.00%
|
n
|
Class C shares: 1.00%
|
n
|
Class P shares: 0.10%
|
n
|
Class R shares: 0.50%
|
n
|
Class S shares: 0.15%
|
n
|
Invesco Cash Reserve Shares: 0.15%
|
n
|
Investor Class shares: 0.25%
|
Please refer to the prospectus fee table for more information on
a particular Funds
12b-1
fees.
Initial
Sales Charges (Class A Shares Only)
The Funds are grouped into four categories for determining
initial sales charges. The Other Information section
of each Funds prospectus will tell you the sales charge
category in which the Fund is classified. As used below, the
term offering price with respect to all categories
of Class A shares includes the initial sales charge.
|
|
|
|
|
|
|
|
|
|
|
|
|
Category I Initial Sales Charges
|
|
|
|
|
Investors Sales Charge
|
Amount invested
|
|
As a % of
|
|
As a % of
|
in a single transaction
|
|
Offering Price
|
|
Investment
|
|
Less than
|
|
$
|
50,000
|
|
|
|
5.50
|
%
|
|
|
5.82
|
%
|
|
$50,000 but less than
|
|
$
|
100,000
|
|
|
|
4.50
|
|
|
|
4.71
|
|
|
$100,000 but less than
|
|
$
|
250,000
|
|
|
|
3.50
|
|
|
|
3.63
|
|
|
$250,000 but less than
|
|
$
|
500,000
|
|
|
|
2.75
|
|
|
|
2.83
|
|
|
$500,000 but less than
|
|
$
|
1,000,000
|
|
|
|
2.00
|
|
|
|
2.04
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Category II Initial Sales Charges
|
|
|
|
|
Investors Sales Charge
|
Amount invested
|
|
As a % of
|
|
As a % of
|
in a single transaction
|
|
Offering Price
|
|
Investment
|
|
Less than
|
|
$
|
50,000
|
|
|
|
4.75
|
%
|
|
|
4.99
|
%
|
|
$50,000 but less than
|
|
$
|
100,000
|
|
|
|
4.25
|
|
|
|
4.44
|
|
|
$100,000 but less than
|
|
$
|
250,000
|
|
|
|
3.50
|
|
|
|
3.63
|
|
|
$250,000 but less than
|
|
$
|
500,000
|
|
|
|
2.50
|
|
|
|
2.56
|
|
|
$500,000 but less than
|
|
$
|
1,000,000
|
|
|
|
2.00
|
|
|
|
2.04
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Category III Initial Sales Charges
|
|
|
|
|
Investors Sales Charge
|
Amount invested
|
|
As a % of
|
|
As a % of
|
in a single transaction
|
|
Offering Price
|
|
Investment
|
|
Less than
|
|
$
|
100,000
|
|
|
|
1.00
|
%
|
|
|
1.01
|
%
|
|
$100,000 but less than
|
|
$
|
250,000
|
|
|
|
0.75
|
|
|
|
0.76
|
|
|
$250,000 but less than
|
|
$
|
1,000,000
|
|
|
|
0.50
|
|
|
|
0.50
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Category IV Initial Sales Charges
|
|
|
|
|
Investors Sales Charge
|
Amount invested
|
|
As a % of
|
|
As a % of
|
in a single transaction
|
|
Offering Price
|
|
Investment
|
|
Less than
|
|
$
|
100,000
|
|
|
|
2.50
|
%
|
|
|
2.56
|
%
|
|
$100,000 but less than
|
|
$
|
250,000
|
|
|
|
1.75
|
|
|
|
1.78
|
|
|
$250,000 but less than
|
|
$
|
500,000
|
|
|
|
1.25
|
|
|
|
1.27
|
|
|
$500,000 but less than
|
|
$
|
1,000,000
|
|
|
|
1.00
|
|
|
|
1.01
|
|
|
Class A
Shares Sold Without an Initial Sales Charge
Certain categories of investors are permitted to purchase and
certain intermediaries are permitted to sell Class A shares
of the Funds without an initial sales charge because their
transactions involve little or no expense. The investors who may
purchase Class A shares without paying an initial sales
charge include the following:
|
|
n
|
Investors who purchase shares through a fee-based advisory
account with an approved financial intermediary or any current
or retired trustee, director, officer or employee of any Invesco
Fund or of Invesco Ltd. or
|
A-3 The
Invesco Funds
|
|
|
any of its subsidiaries. In a fee based advisory program, a
financial intermediary typically charges each investor a fee
based on the value of the investors account in exchange
for servicing that account.
|
|
|
n
|
Any investor who purchases their shares with the proceeds of a
rollover, transfer or distribution from a retirement plan or
individual retirement account for which Invesco Distributors
acts as the prototype sponsor to another eligible retirement
plan or individual retirement account for which Invesco
Distributors acts as the prototype sponsor, to the extent that
such proceeds are attributable to the redemption of shares of a
Fund held through the plan or account.
|
n
|
Certain retirement plans (the Plan or
Plans); provided, however, that such Plans:
|
|
|
|
|
n
|
have assets of at least $1 million; or
|
|
n
|
have at least 100 employees eligible to participate in the
Plan; or
|
|
n
|
execute multiple-plan transactions through a single omnibus
account per Fund.
|
|
|
n
|
Any investor who maintains an account in Investor Class shares
of a Fund (this includes anyone listed in the registration of an
account, such as a joint owner, trustee or custodian, and
immediate family members of such persons).
|
n
|
Qualified Tuition Programs created and maintained in accordance
with Section 529 of the Code.
|
n
|
Insurance company separate accounts.
|
No investor will pay an initial sales charge in the following
circumstances:
|
|
n
|
When buying Class A shares of Invesco Tax-Exempt Cash Fund.
|
|
|
n
|
When reinvesting dividends and distributions.
|
n
|
When exchanging shares of one Fund, that were previously
assessed a sales charge, for shares of another Fund.
|
n
|
As a result of a Funds merger, consolidation, or
acquisition of the assets of another Fund.
|
n
|
Unit investment trusts sponsored by Invesco Distributors or its
affiliates.
|
n
|
Unitholders of Invesco Van Kampen unit investment trusts that
enrolled in the reinvestment program prior to December 3,
2007 to reinvest distributions from such trusts in Class A
shares of the Funds. The Funds reserve the right to modify or
terminate this program at any time.
|
Reduced Sales
Charges and Sales Charge Exceptions
You may qualify for reduced sales charges or sales charge
exceptions. Qualifying types of accounts for you and your
Immediate Family as described in a Funds SAI
include individual, joint, certain trusts, 529 college savings
plan and Coverdell Education Savings, certain retirement plans
established for the benefit of an individual, and Uniform
Gifts/Transfers to Minor Acts accounts. To qualify for these
reductions or exceptions, you or your financial adviser must
notify the transfer agent and provide the necessary
documentation at the time of purchase that your purchase
qualifies for such treatment. Certain individuals and
employer-sponsored retirement plans may link accounts for the
purpose of qualifying for lower initial sales charges.
Purchases of Class A shares of Invesco Tax-Exempt Cash Fund
or Invesco Cash Reserve Shares of Invesco Money Market Fund or
Investor Class shares of any fund will not be taken into account
in determining whether a purchase qualifies for a reduction in
initial sales charges pursuant to
Rights of Accumulation
or
Letters of Intent.
Rights of
Accumulation
You may combine your new purchases of Class A shares of a
Fund with other Fund shares currently owned (Class A, B, C,
IB, IC, P, R, S or Y) for the purpose of qualifying for the
lower initial sales charge rates that apply to larger purchases.
The applicable initial sales charge for the new purchase is
based on the total of your current purchase and the value of
other shares owned based on their current public offering price.
The transfer agent may automatically link certain accounts
registered in the same name with the same taxpayer
identification number for the purpose of qualifying you for
lower initial sales charge rates.
Letters of
Intent
Under a Letter of Intent (LOI), you commit to purchase a
specified dollar amount of Class A shares of one or more
Funds during a
13-month
period. The amount you agree to purchase determines the initial
sales charge you pay. If the full amount committed to in the LOI
is not invested by the end of the
13-month
period, your account will generally be assessed the higher
initial sales charge that would normally be applicable to the
total amount actually invested.
Reinstatement
Following Redemption
If you redeem any class of shares of a Fund, you may reinvest
all or a portion of the proceeds from the redemption in the same
share class of any Fund in the same Category within
180 days of the redemption without paying an initial sales
charge. Class B, P and S redemptions may be reinvested only
into Class A shares with no initial sales charge.
Class Y redemptions may be reinvested into either
Class Y shares or Class A shares with no initial sales
charge.
This reinstatement privilege does not apply to a purchase made
through a regularly scheduled automatic investment plan, such as
a purchase by a regularly scheduled payroll deduction or
transfer from a bank account.
This reinstatement privilege is suspended for the period of time
in which a purchase block is in place on a shareholders
account. Please see Purchase Blocking Policy
discussed below.
In order to take advantage of this reinstatement privilege, you
must inform your financial adviser or the transfer agent that
you wish to do so at the time of your investment.
Contingent
Deferred Sales Charges (CDSCs)
CDSCs on
Class A Shares and Invesco Cash Reserve Shares of Invesco
Money Market Fund
You can purchase $1,000,000 or more (a Large Purchase) of
Class A shares of Category I, II and IV Funds without
paying an initial sales charge. However, if you redeem these
shares prior to 18 months after the date of purchase, they
will be subject to a CDSC of 1%.
If you currently own Class A shares of a Category I, II or
IV Fund, and make additional purchases without paying an initial
sales charge that result in account balances of $1,000,000 or
more, the additional shares purchased will be subject to an
18-month,
1%
CDSC.
If Invesco Distributors pays a concession to the dealer of
record in connection with a Large Purchase of Class A
shares by an employee benefit plan, the Class A shares may
be subject to a 1% CDSC if all of the plans shares are
redeemed within one year from the date of the plans
initial purchase.
If you acquire Invesco Cash Reserve Shares of Invesco Money
Market Fund or Class A shares of Invesco Tax-Exempt Cash
Fund through an exchange involving Class A shares that were
subject to a CDSC, the shares acquired as a result of the
exchange will continue to be subject to that same CDSC.
CDSCs on
Class B Shares
Class B shares are subject to a CDSC. If you redeem your
shares during the CDSC period, you will be assessed a CDSC as
follows, unless you qualify for one of the CDSC exceptions
outlined below. The Funds are grouped into seven categories for
determining CDSCs. The Other Information section of
each Funds prospectus will tell you the CDSC category in
which the Fund is classified.
A-4 The
Invesco Funds
|
|
|
|
|
CDSC Category I
|
|
Year since purchase made
|
|
Class B CDSC
|
|
|
|
First
|
|
|
5.00
|
%
|
|
Second
|
|
|
4.00
|
|
|
Third
|
|
|
3.00
|
|
|
Fourth
|
|
|
3.00
|
|
|
Fifth
|
|
|
2.00
|
|
|
Sixth
|
|
|
1.00
|
|
|
Seventh and following
|
|
|
None
|
|
|
|
|
|
|
|
CDSC Category II
|
|
Year since purchase made
|
|
Class B CDSC
|
|
|
|
First
|
|
|
5.00
|
%
|
|
Second
|
|
|
4.00
|
|
|
Third
|
|
|
3.00
|
|
|
Fourth
|
|
|
2.00
|
|
|
Fifth
|
|
|
2.00
|
|
|
Sixth
|
|
|
1.00
|
|
|
Seventh and following
|
|
|
None
|
|
|
|
|
|
|
|
CDSC Category III
|
|
Year since purchase made
|
|
Class B CDSC
|
|
|
|
First
|
|
|
5.00
|
%
|
|
Second
|
|
|
4.00
|
|
|
Third
|
|
|
3.00
|
|
|
Fourth
|
|
|
2.50
|
|
|
Fifth
|
|
|
1.50
|
|
|
Sixth
|
|
|
None
|
|
|
|
|
|
|
|
CDSC Category IV
|
|
Year since purchase made
|
|
Class B CDSC
|
|
|
|
First
|
|
|
4.00
|
%
|
|
Second
|
|
|
3.75
|
|
|
Third
|
|
|
3.50
|
|
|
Fourth
|
|
|
2.50
|
|
|
Fifth
|
|
|
1.50
|
|
|
Sixth
|
|
|
1.00
|
|
|
Seventh and following
|
|
|
None
|
|
|
|
|
|
|
|
CDSC Category V
|
|
Year since purchase made
|
|
Class B CDSC
|
|
|
|
First
|
|
|
2.00
|
%
|
|
Second
|
|
|
1.50
|
|
|
Third
|
|
|
1.00
|
|
|
Fourth
|
|
|
0.50
|
|
|
Fifth and following
|
|
|
None
|
|
|
|
|
|
|
|
|
|
|
|
CDSC Category VI
|
|
|
|
Class B CDSC
|
|
|
Class B CDSC
|
|
|
|
purchased before
|
|
|
purchased on or after
|
|
Year since purchase made
|
|
June 1, 2005
|
|
|
June 1, 2005
|
|
|
|
First
|
|
|
3.00
|
%
|
|
|
4.00
|
%
|
|
Second
|
|
|
2.50
|
|
|
|
4.00
|
|
|
Third
|
|
|
2.00
|
|
|
|
3.00
|
|
|
Fourth
|
|
|
1.00
|
|
|
|
2.50
|
|
|
Fifth
|
|
|
None
|
|
|
|
1.50
|
|
|
Sixth and following
|
|
|
None
|
|
|
|
None
|
|
|
|
|
|
|
|
CDSC Category VII
|
|
Year since purchase made
|
|
Class B CDSC
|
|
|
|
First
|
|
|
4.00
|
%
|
|
Second
|
|
|
4.00
|
|
|
Third
|
|
|
3.00
|
|
|
Fourth
|
|
|
2.50
|
|
|
Fifth
|
|
|
1.50
|
|
|
Sixth and following
|
|
|
None
|
|
|
CDSCs on
Class C Shares
Class C shares are sold without an initial sales charge.
However, they are subject to a CDSC. If you redeem your shares
during the first year since purchase has been made you will be
assessed a 1% CDSC, unless you qualify for one of the CDSC
exceptions outlined below.
CDSCs on
Class C SharesEmployee Benefit Plan
Invesco Distributors pays a concession to the dealer of record
in connection with a purchase of Class C shares by an
employee benefit plan; the Class C shares are subject to a
1.00% CDSC at the time of redemption if all of the plans
shares are redeemed within one year from the date of the
plans initial purchase.
CDSCs on
Class C Shares of Invesco Short Term Bond Fund
Class C shares of Invesco Short Term Bond Fund are not
normally subject to a CDSC. However, if you acquired shares of
those Funds through an exchange, and the shares originally
purchased were subject to a CDSC, the shares acquired as a
result of the exchange will continue to be subject to that same
CDSC. Conversely, if you acquire Class C shares of any
other Fund as a result of an exchange involving Class C
shares of Invesco Short Term Bond Fund that were not subject to
a CDSC, then the shares acquired as a result of the exchange
will not be subject to a CDSC.
Computing a
CDSC
The CDSC on redemptions of shares is computed based on the lower
of their original purchase price or current net asset value, net
of reinvested dividends and capital gains distributions. In
determining whether to charge a CDSC, shares are accounted for
on a
first-in,
first-out basis, which means that you will redeem shares on
which there is no CDSC first, and then shares in the order of
their purchase.
CDSC
Exceptions
Investors who own shares that are otherwise subject to a CDSC
will not pay a CDSC in the following circumstances:
|
|
n
|
If you participate in the Systematic Redemption Plan and
withdraw up to 12% of the value of your shares that are subject
to a CDSC in any twelve-month period.
|
n
|
If you redeem shares to pay account fees.
|
n
|
If you are the executor, administrator or beneficiary of an
estate or are otherwise entitled to assets remaining in an
account following the death
|
A-5 The
Invesco Funds
|
|
|
or post-purchase disability of a shareholder or beneficial owner
and you choose to redeem those shares.
|
There are other circumstances under which you may be able to
redeem shares without paying CDSCs.
Shares acquired through the reinvestment of dividends and
distributions are not subject to CDSCs.
The following share classes are sold with no CDSC:
|
|
n
|
Class A shares of Invesco Tax-Exempt Cash Fund.
|
n
|
Class A shares of Invesco Limited Maturity Treasury
Fund and Invesco Tax-Free Intermediate Fund purchased on or
after October 21, 2002, and prior to February 1, 2010.
|
n
|
Class A2 shares of Invesco Limited Maturity Treasury
Fund and Invesco Tax-Free Intermediate Fund.
|
n
|
Invesco Cash Reserve Shares of Invesco Money Market Fund.
|
n
|
Investor Class shares of any Fund.
|
n
|
Class P shares of Invesco Summit Fund.
|
|
|
n
|
Class S shares of Invesco Charter Fund, Invesco
Conservative Allocation Fund, Invesco Growth Allocation Fund,
Invesco Moderate Allocation Fund and Invesco Summit Fund.
|
|
|
n
|
Class Y shares of any Fund.
|
CDSCs Upon
Converting to Class Y Shares
If shares that are subject to a CDSC are converted to
Class Y shares, the applicable CDSC will be assessed prior
to conversion.
Purchasing
Shares
If you hold your shares through a financial intermediary, your
eligibility to purchase shares and the terms by which you may
purchase, redeem and exchange shares may differ depending on
that institutions policies.
Minimum
Investments
There are no minimum investments for Class P, R or S shares
for fund accounts. The minimum investments for Class A, C,
Y, Investor Class and Invesco Cash Reserve shares for fund
accounts are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional
|
|
|
Initial Investment
|
|
Investments
|
Type of Account
|
|
Per Fund
|
|
Per Fund
|
|
Asset or fee-based accounts managed by your financial adviser
|
|
|
None
|
|
|
|
None
|
|
|
Eligible employee benefit plans, SEP, SARSEP and SIMPLE IRA plans
|
|
|
None
|
|
|
|
None
|
|
|
IRAs, Roth IRAs and Coverdell ESAs if the new investor is
purchasing shares through a systematic purchase plan
|
|
$
|
25
|
|
|
$
|
25
|
|
|
All other accounts if the investor is purchasing shares through
a systematic purchase plan
|
|
|
50
|
|
|
|
50
|
|
|
IRAs, Roth IRAs and Coverdell ESAs
|
|
|
250
|
|
|
|
25
|
|
|
All other accounts
|
|
|
1,000
|
|
|
|
50
|
|
|
Invesco Distributors has the discretion to accept orders for
lesser amounts
|
|
|
|
|
|
|
|
|
|
How to Purchase
Shares
|
|
|
|
|
|
|
Opening An Account
|
|
Adding To An Account
|
|
Through a Financial Adviser
|
|
Contact your financial adviser.
|
|
Contact your financial adviser.
|
By Mail
|
|
Mail completed account application and check to the transfer
agent,
Invesco Investment Services, Inc.,
P.O. Box 219078,
Kansas City, MO
64121-9078.
Invesco Investment Services, Inc. does NOT accept the following
types of payments: Credit Card Checks, Third Party Checks, and
Cash*.
|
|
Mail your check and the remittance slip from your confirmation
statement to the transfer agent. Invesco Investment Services,
Inc. does NOT accept the following types of payments: Credit
Card Checks, Third Party Checks, and Cash*.
|
By Wire
|
|
Mail completed account application to the transfer agent. Call
the transfer agent at (800)
959-4246
to
receive a reference number. Then, use the wire instructions
provided below.
|
|
Call the transfer agent to receive a reference number. Then, use
the wire instructions provided below.
|
Wire Instructions
|
|
Beneficiary Bank ABA/Routing #: 011001234
Beneficiary Account Number: 729639
Beneficiary Account Name: Invesco Investment Services, Inc.
RFB: Fund Name, Reference #
OBI: Your Name, Account #
|
By Telephone
|
|
Open your account using one of the methods described above.
|
|
Select the Bank Account Information option on your completed
account application or complete a Systematic Options and Bank
Information Form. Mail the application or form to the transfer
agent. Once the transfer agent has received the form, call the
transfer agent at the number below to place your purchase order.
|
Automated Investor Line
|
|
Open your account using one of the methods described above.
|
|
Call the Invesco Investment Services, Inc.
24-hour
Automated Investor Line at
1-800-246-5463.
You may place your order after you have provided the bank
instructions that will be requested.
|
By Internet
|
|
Open your account using one of the methods described above.
|
|
Access your account at www.invesco.com/us. The proper bank
instructions must have been provided on your account. You may
not purchase shares in retirement accounts on the internet.
|
|
|
|
|
*
|
|
In addition, Invesco Investment Services, Inc. does not accept
cash equivalents for employer sponsored plan accounts. Cash
equivalents include cashiers checks, official checks, bank
drafts, travelers checks, treasurers checks, postal
money orders or money orders. We also reserve the right to
reject at our sole discretion payment by Temporary / Starter
Checks.
|
Purchase orders will not be processed unless the account
application and purchase payment are received in good order. In
accordance with the USA PATRIOT Act, if you fail to provide all
the required information requested in the current account
application, your purchase order will not be processed.
Additionally, federal law requires that the Fund verify and
record your identifying information.
A-6 The
Invesco Funds
Systematic
Purchase Plan
You can arrange for periodic investments in any of the Funds by
authorizing the transfer agent to withdraw the amount of your
investment from your bank account on a day or dates you specify
and in an amount of at least $25 per Fund for IRAs, Roth IRAs
and Coverdell ESAs, and at least $50 per Fund for all other
types of accounts (a Systematic Purchase Plan). You may stop the
Systematic Purchase Plan at any time by giving the transfer
agent notice ten days prior to your next scheduled withdrawal.
Certain financial advisers and other financial intermediaries
may also offer systematic purchase plans.
Dollar Cost
Averaging
Dollar Cost Averaging allows you to make automatic periodic
exchanges, if permitted, from one Fund to another Fund or
multiple other Funds. The account from which exchanges are to be
made must have a minimum balance of $5,000 before you can use
this option. Exchanges will occur on (or about) the day of the
month you specify, in the amount you specify. Dollar Cost
Averaging cannot be set up for the 29th through the 31st of the
month. The minimum amount you can exchange to another Fund is
$50. Certain financial advisers and other financial
intermediaries may also offer dollar cost averaging programs.
Automatic
Dividend and Distribution Investment
Your dividends and distributions may be paid in cash or
reinvested in the same Fund or another Fund without paying an
initial sales charge. Unless you specify otherwise, your
dividends and distributions will automatically be reinvested in
the same Fund. If you elect to receive your distributions by
check, and the distribution amount is $10 or less, then the
amount will be automatically reinvested in the same Fund and no
check will be issued. If you have elected to receive
distributions by check, and the postal service is unable to
deliver checks to your address of record, then your distribution
election may be converted to having all subsequent distributions
reinvested in the same Fund and no checks will be issued. With
respect to certain account types, if your check remains uncashed
for six months, the Fund generally reserves the right to
reinvest your distribution check in your account at the then
applicable NAV and to reinvest all subsequent distributions in
shares of the Fund. Such checks will be reinvested into the same
share class of the Fund unless you own shares in both Class A
and Class B of the same Fund, in which case the check may be
reinvested into the Class A shares. You should contact the
transfer agent to change your distribution option, and your
request to do so must be received by the transfer agent before
the record date for a distribution in order to be effective for
that distribution. No interest will accrue on amounts
represented by uncashed distribution checks.
You must comply with the following requirements to be eligible
to invest your dividends and distributions in shares of another
Fund:
|
|
n
|
Your account balance in the Fund paying the dividend or
distribution must be at least $5,000; and
|
n
|
Your account balance in the Fund receiving the dividend or
distribution must be at least $500.
|
Portfolio
Rebalancing Program
If you have at least $5,000 in your account, you may participate
in the Portfolio Rebalancing Program. Under this Program, you
can designate how the total value of your Fund holdings should
be rebalanced, on a percentage basis, between two and ten of
your Funds on a quarterly, semiannual or annual basis. Your
portfolio will be rebalanced through the exchange of shares in
one or more of your Funds for shares of the same class of one or
more other Funds in your portfolio. Rebalancing will not occur
if your portfolio is within 2% of your stated allocation. If you
wish to participate in the Program, make changes or cancel the
Program, the transfer agent must receive your request to
participate, changes, or cancellation in good order at least
five business days prior to the next rebalancing date, which is
normally the 28th day of the last month of the period you
choose. We may modify, suspend or terminate the Program at any
time on 60 days prior written notice to participating
investors. Certain financial advisers and other financial
intermediaries may also offer portfolio rebalancing programs.
Redeeming
Shares
For Funds other than Premier Portfolio, Premier Tax-Exempt
Portfolio and Premier U.S. Government Money Portfolio, the
transfer agent or authorized intermediary, if applicable, must
receive your call during the hours of the customary trading
session of the New York Stock Exchange (NYSE) in order to effect
the redemption at that days net asset value. For Premier
Portfolio, Premier Tax-Exempt Portfolio and Premier
U.S. Government Money Portfolio, the transfer agent or
authorized intermediary, if applicable, must receive your call
before the Funds net asset value determination in order to
effect the redemption that day.
|
|
|
How to Redeem Shares
|
|
Through a Financial Adviser or Financial Intermediary
|
|
Contact your financial adviser or financial intermediary
(including your retirement plan administrator).
|
By Mail
|
|
Send a written request to the transfer agent which includes:
|
|
|
n
Original signatures of all registered owners/trustees;
|
|
|
n
The dollar value or number of shares that you wish to redeem;
|
|
|
n
The name of the Fund(s) and your account number;
|
|
|
n
The cost basis method or specific shares you wish to redeem for tax reporting purposes, if different than the method already on record; and
|
|
|
n
Signature guarantees, if necessary (see below).
|
|
|
The transfer agent may require that you provide additional
documentation, or information, such as corporate resolutions or
powers of attorney, if applicable. If you are redeeming from an
IRA or other type of retirement account, you must complete the
appropriate distribution form, as well as employer authorization.
|
By Telephone
|
|
Call the transfer agent at
1-800-959-4246.
You will be allowed to redeem by telephone if:
|
|
|
n
Your redemption proceeds are to be mailed to your address on record (and there has been no change in your address of record within the last 30 days) or transferred electronically to a pre-authorized checking account;
|
|
|
n
You do not hold physical share certificates;
|
|
|
n
You can provide proper identification information;
|
|
|
n
Your redemption proceeds do not exceed $250,000 per Fund; and
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You have not previously declined the telephone redemption privilege.
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You may, in limited circumstances, initiate a redemption from an
Invesco IRA by telephone. Redemptions from other types of
retirement plan accounts may be initiated only in writing and
require the completion of the appropriate distribution form, as
well as employer authorization.
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Automated Investor Line
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Call the Invesco Investment Services, Inc. 24-hour Automated
Investor Line at
1-800-246-5463.
You may place your redemption order after you have provided the
bank instructions that will be requested.
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By Internet
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Place your redemption request at www.invesco.com/us. You will be
allowed to redeem by Internet if:
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You do not hold physical share certificates;
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You can provide proper identification information;
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Your redemption proceeds do not exceed $250,000 per Fund; and
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You have already provided proper bank information.
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Redemptions from most retirement plan accounts may be initiated
only in writing and require the completion of the appropriate
distribution form, as well as employer authorization.
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Timing and Method
of Payment
We normally will send out payments within one business day, and
in any event no more than seven days, after your redemption
request is received in good order (meaning that all necessary
information and documentation related to the redemption request
have been provided to the transfer
A-7 The
Invesco Funds
agent or authorized intermediary, if applicable). If you redeem
shares recently purchased by check or ACH, you may be required
to wait up to ten business days before we send your redemption
proceeds. This delay is necessary to ensure that the purchase
has cleared. Payment may be postponed under unusual
circumstances, as allowed by the SEC, such as when the NYSE
restricts or suspends trading.
Redemption checks are mailed to your address of record, via
first class U.S. mail, unless you make other
arrangements with the transfer agent.
We use reasonable procedures to confirm that instructions
communicated via telephone and the Internet are genuine, and we
are not liable for losses arising from actions taken in
accordance with instructions that are reasonably believed to be
genuine.
Expedited
Redemptions (Invesco Cash Reserve Shares of Invesco Money Market
Fund only)
If you place your redemption order by telephone, before
11:30 a.m. Eastern Time and request an expedited
redemption, we will transmit payment of redemption proceeds on
that same day via federal wire to a bank of record on your
account. If we receive your redemption order after
11:30 a.m. Eastern Time and before the close of the
customary trading session of the NYSE, we will transmit payment
on the next business day.
Systematic
Withdrawals
You may arrange for regular periodic withdrawals from your
account in amounts equal to or greater than $50 per Fund. We
will redeem the appropriate number of shares from your account
to provide redemption proceeds in the amount requested. You must
have a total account balance of at least $5,000 in order to
establish a Systematic Redemption Plan, unless you are
establishing a Required Minimum Distribution for a retirement
plan. You can stop this plan at any time by giving ten
days prior notice to the transfer agent.
Check
Writing
The transfer agent provides check writing privileges for
accounts in the following Funds and share classes:
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Invesco Money Market Fund, Invesco Cash Reserve Shares,
Class A5 shares, Class Y shares and Investor Class
shares
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Invesco Tax-Exempt Cash Fund, Class A shares, Class Y
shares and Investor Class shares
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Premier Portfolio, Investor Class shares
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Premier Tax-Exempt Portfolio, Investor Class shares
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Premier U.S. Government Money Portfolio, Investor Class
shares
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You may redeem shares of these Funds by writing checks in
amounts of $250 or more if you have subscribed to the service by
completing a Check Writing authorization form.
Redemption by check is not available for retirement accounts.
Checks are not eligible to be converted to ACH by the payee. You
may not give authorization to a payee by phone to debit your
account by ACH for a debt owed to the payee.
Signature
Guarantees
We require a signature guarantee in the following circumstances:
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When your redemption proceeds will equal or exceed $250,000 per
Fund.
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When you request that redemption proceeds be paid to someone
other than the registered owner of the account.
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When you request that redemption proceeds be sent somewhere
other than the address of record or bank of record on the
account.
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When you request that redemption proceeds be sent to a new
address or an address that changed in the last 30 days.
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The transfer agent will accept a guarantee of your signature by
a number of different types of financial institutions. Call the
transfer agent for additional information. Some institutions
have transaction amount maximums for these guarantees. Please
check with the guarantor institution to determine whether the
signature guarantee offered will be sufficient to cover the
value of your transaction request.
Redemptions in
Kind
Although the Funds generally intend to pay redemption proceeds
solely in cash, the Funds reserve the right to determine, in
their sole discretion, whether to satisfy redemption requests by
making payment in securities or other property (known as a
redemption in kind).
Redemptions
Initiated by the Funds
If your account (Class A, B, C, P, S and Investor Class
shares only) has been open at least one year, you have not made
an additional purchase in the account during the past six
calendar months, and the value of your account falls below $500
for three consecutive months, the Funds have the right to redeem
the account after giving you 60 days prior written
notice. You may avoid having your account redeemed during the
notice period by bringing the account value up to $500 or by
initiating a Systematic Purchase Plan.
If the Fund determines that you have not provided a correct
Social Security or other tax identification number on your
account application, or the Fund is not able to verify your
identity as required by law, the Fund may, at its discretion,
redeem the account and distribute the proceeds to you.
Minimum Account
Balance
A low balance fee of $12 per year will be deducted in the fourth
quarter of each year from all Class A share, Class C
share and Investor Class share accounts held in the Fund (each a
Fund Account) with a value less than the low balance amount
(the Low Balance Amount) as determined from time to time by the
Fund and the Adviser. The Fund and the Adviser generally expect
the Low Balance Amount to be $750, but such amount may be
adjusted for any year depending on various factors, including
market conditions. The Low Balance Amount and the date on which
it will be deducted from any Fund Account will be posted on
our web site, www.invesco.com/us, on or about November 1 of each
year. This fee will be payable to the transfer agent by
redeeming from a Fund Account sufficient shares owned by a
shareholder and will be used by the transfer agent to offset
amounts that would otherwise be payable by the Fund to the
transfer agent under the transfer agency agreement. The low
balance fee is not applicable to Fund Accounts comprised
of: (i) fund of funds accounts, (ii) escheated
accounts, (iii) accounts participating in a Systematic
Purchase Plan established directly with the Fund,
(iv) accounts with Dollar Cost Averaging, (v) accounts
in which Class B Shares are immediately involved in the
automatic conversion to Class A Shares, and those
corresponding Class A Shares immediately involved in such
conversion, (vi) accounts in which all shares are evidenced
by share certificates, (vii) certain retirement plan
accounts, (viii) forfeiture accounts in connection with
certain retirement plans, (ix) investments in Class B,
Class P, Class R, Class S or Class Y Shares,
(x) certain money market funds (Investor Class of Premier
U.S. Government Money, Premier Tax-Exempt and Premier
Portfolios; all classes of Invesco Money Market Fund; and all
classes of Invesco Tax-Exempt Cash Fund), or (xi) accounts
in Class A shares established pursuant to an advisory fee
program.
Some investments in the Funds are made through accounts that are
maintained by intermediaries (rather than the Funds
transfer agent) and some investments are made indirectly through
products that use the Funds as underlying investments, such as
employee benefit plans, funds of funds, qualified tuition plans,
and variable insurance contracts (these products are generally
referred to as conduit investment vehicles). If shares of the
Funds are held in an account maintained by an intermediary or in
the name of a conduit investment vehicle (and not in the names
of individual investors), the intermediary or conduit investment
vehicle may impose low balance rules which differ from those
described in this prospectus. Please consult your financial
adviser or other financial intermediary for details.
A-8 The
Invesco Funds
Exchanging
Shares
You may, under certain circumstances, exchange shares in one
Fund for those of another Fund. An exchange is the purchase of
shares in one Fund which is paid for with the proceeds from a
redemption of shares of another Fund effectuated on the same
day. Any gain on the transaction may be subject to federal
income tax. Accordingly, the procedures and processes applicable
to redemptions of Fund shares, as discussed under the heading
Redeeming Shares above, will apply. Before
requesting an exchange, review the prospectus of the Fund you
wish to acquire.
All exchanges are subject to the limitations set forth in the
prospectuses of the Funds. If you wish to exchange shares of one
Fund for those of another Fund, you must consult the prospectus
of the Fund whose shares you wish to acquire to determine
whether the Fund is offering shares to new investors and whether
you are eligible to acquire shares of that Fund.
Permitted
Exchanges
Except as otherwise provided herein or in the SAI, you generally
may exchange your shares for shares of the same class of another
Fund. The following below shows permitted exchanges:
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Exchange From
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Exchange To
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Invesco Cash Reserve Shares
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Class A, C, R, Y*, Investor Class
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Class A
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Class A, Y*, Investor Class, Invesco Cash Reserve Shares
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Class A2
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Class A, Y*, Investor Class, Invesco Cash Reserve Shares
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Class A5
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Class A, Y*, Investor Class, Invesco Cash Reserve Shares
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Investor Class
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Class A, Y*, Investor Class
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Class P
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Class A, Invesco Cash Reserve Shares
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Class S
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Class A, S, Invesco Cash Reserve Shares
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Class B
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Class B
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Class B5
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Class B
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Class C
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Class C, Y*
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Class C5
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Class C, Y*
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Class R
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Class R
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Class R5
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Class R
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Class Y
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Class Y
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*
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You may exchange your Invesco Cash Reserve Shares, Class A
shares, Class C shares or Investor Class shares for Class Y
shares of the same Fund if you otherwise qualify to buy that
Funds Class Y shares. Please consult your financial
adviser to discuss the tax implications, if any, of all
exchanges into Class Y shares of the same Fund.
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Exchanges into
Invesco Van Kampen Senior Loan Fund
Invesco Van Kampen Senior Loan Fund is a closed-end fund that
continuously offers its shares pursuant to the terms and
conditions of its prospectus. The Adviser is the investment
adviser for the Invesco Van Kampen Senior Loan Fund. As with the
Invesco Funds, you generally may exchange your shares of
Class A (Invesco Cash Reserve Shares of Invesco Money
Market Fund), Class B or Class C of any Invesco Fund
for shares of Class A, Class B or Class C,
respectively, of Invesco Van Kampen Senior Loan Fund. Please
refer to the prospectus for the Invesco Van Kampen Senior Loan
Fund for more information, including limitations on exchanges
out of Invesco Van Kampen Senior Loan Fund.
Exchanges Not
Permitted
The following exchanges are not permitted:
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Investor Class shares cannot be exchanged for Class A
shares of any Fund which offers Investor Class shares.
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Exchanges into Class A2 shares of Invesco Limited Maturity
Treasury Fund and Invesco Tax-Free Intermediate Fund (also known
as the Category III Funds) are not permitted.
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Class A2 shares of Invesco Limited Maturity Treasury Fund
and Invesco Tax-Free Intermediate Fund cannot be exchanged for
Class A shares of those Funds.
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Invesco Cash Reserve Shares cannot be exchanged for Class C
or R shares if the shares being exchanged were acquired by
exchange from Class A shares of any Fund.
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Invesco Cash Reserve shares, Class A shares, Class C
shares or Investor Class shares of one Fund cannot be exchanged
for Class Y shares of a different Fund.
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All existing systematic exchanges and reallocations will cease
and these options will no longer be available on all 403(b)
prototype plans.
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Exchange
Conditions
The following conditions apply to all exchanges:
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Shares must have been held for at least one day prior to the
exchange with the exception of dividends and distributions that
are reinvested; and
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If you have physical share certificates, you must return them to
the transfer agent in order to effect the exchange.
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Under unusual market conditions, a Fund may delay the exchange
of shares for up to five business days if it determines that it
would be materially disadvantaged by the immediate transfer of
exchange proceeds. The exchange privilege is not an option or
right to purchase shares. Any of the participating Funds or the
distributor may modify or terminate this privilege at any time.
Initial Sales
Charges, CDSCs and 12b-1 Fees on Applicable to
Exchanges
You may be required to pay an initial sales charge when
exchanging from a Fund with a lower initial sales charge than
the one into which you are exchanging. If you exchange into
shares that are subject to a CDSC, we will begin the holding
period for purposes of calculating the CDSC on the date you made
your initial purchase.
In addition, as a result of differences in the forms of
distribution plans and distribution plans and service plans
among the Funds, certain exchanges of Class A shares,
Class B shares, Class C shares, and Class R
shares of a Fund for the same class of shares of another Fund
may result in investors paying a higher or a lower 12b-1 fee on
the Fund being exchanged into. Please refer to the prospectus
fee table and financial highlights table and the statement of
additional information for more information on the fees and
expenses, including applicable 12b-1 fees, of the Fund you wish
to acquire.
Rights
Reserved by the Funds
Each Fund and its agents reserve the right at any time to:
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Reject or cancel all or any part of any purchase or exchange
order.
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Modify any terms or conditions related to the purchase,
redemption or exchange of shares of any Fund.
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Reject or cancel any request to establish a Systematic Purchase
Plan, Systematic Redemption Plan or Portfolio Rebalancing
Program.
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Suspend, change or withdraw all or any part of the offering made
by this prospectus.
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Excessive
Short-Term Trading Activity (Market Timing)
Disclosures
While the Funds provide their shareholders with daily liquidity,
their investment programs are designed to serve long-term
investors and are not designed to accommodate excessive
short-term trading activity in violation of our policies
described below. Excessive short-term trading activity in the
Funds shares (i.e., a purchase of Fund shares followed
shortly thereafter by a redemption of such shares, or vice
versa) may hurt the long-term performance of certain Funds by
requiring them to maintain an excessive amount of cash or to
liquidate portfolio holdings at a disadvantageous time, thus
interfering with the efficient management of such Funds by
causing them to incur increased brokerage and
A-9 The
Invesco Funds
administrative costs. Where excessive short-term trading
activity seeks to take advantage of arbitrage opportunities from
stale prices for portfolio securities, the value of Fund shares
held by long-term investors may be diluted. The Boards of
Trustees of the Funds (collectively, the Board) have adopted
policies and procedures designed to discourage excessive or
short-term trading of Fund shares for all Funds except the money
market funds. However, there is the risk that these Funds
policies and procedures will prove ineffective in whole or in
part to detect or prevent excessive or short-term trading. These
Funds may alter their policies at any time without prior notice
to shareholders if the adviser believes the change would be in
the best interests of long-term shareholders.
Invesco and certain of its corporate affiliates (Invesco and
such affiliates, collectively, the Invesco Affiliates) currently
use the following tools designed to discourage excessive
short-term trading in the retail Funds:
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Trade activity monitoring.
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Trading guidelines.
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The use of fair value pricing consistent with procedures
approved by the Board.
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Each of these tools is described in more detail below. Although
these tools are designed to discourage excessive short-term
trading, you should understand that none of these tools alone
nor all of them taken together eliminate the possibility that
excessive short-term trading activity in the Funds will occur.
Moreover, each of these tools involves judgments that are
inherently subjective. Invesco Affiliates seek to make these
judgments to the best of their abilities in a manner that they
believe is consistent with long-term shareholder interests.
Money Market Funds.
The Board of Invesco Money
Market Fund, Invesco Tax-Exempt Cash Fund, Premier Portfolio,
Premier Tax-Exempt Portfolio and Premier U.S. Government
Money Portfolio (the money market funds) has not adopted any
policies and procedures that would limit frequent purchases and
redemptions of such Funds shares. The Board considered the
risks of not having a specific policy that limits frequent
purchases and redemptions, and determined that those risks were
minimal. Nonetheless, to the extent that a money market fund
must maintain additional cash
and/or
securities with short-term durations in greater amounts than may
otherwise be required or borrow to honor redemption requests,
the money market funds yield could be negatively impacted.
The Board does not believe that it is appropriate to adopt any
such policies and procedures for the money market funds for the
following reasons:
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The money market funds are offered to investors as cash
management vehicles; investors must perceive an investment in
such Funds as an alternative to cash, and must be able to
purchase and redeem shares regularly and frequently.
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One of the advantages of a money market fund as compared to
other investment options is liquidity. Any policy that
diminishes the liquidity of the money market funds will be
detrimental to the continuing operations of such Funds.
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The money market funds portfolio securities are valued on
the basis of amortized cost, and such Funds seek to maintain a
constant net asset value. As a result, there are no price
arbitrage opportunities.
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Because the money market funds seek to maintain a constant net
asset value, investors expect to receive upon redemption the
amount they originally invested in such Funds.
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Trade Activity
Monitoring
Invesco Affiliates monitor selected trades on a daily basis in
an effort to detect excessive short-term trading activities. If,
as a result of this monitoring, Invesco Affiliates believe that
a shareholder has engaged in excessive short-term trading, they
will seek to act in a manner that they believe is consistent
with the best interests of long-term investors, which may
include taking steps such as (i) asking the shareholder to
take action to stop such activities or (ii) refusing to
process future purchases or exchanges related to such activities
in the shareholders accounts other than exchanges into a
money market Fund. Invesco Affiliates will use reasonable
efforts to apply the Funds policies uniformly given the
practical limitations described above.
The ability of Invesco Affiliates to monitor trades that are
made through accounts that are maintained by intermediaries
(rather than the Funds transfer agent) and through conduit
investment vehicles may be limited.
Trading
Guidelines
If a Fund or an Invesco Affiliate determines, in its sole
discretion, that your short-term trading activity is excessive,
the Fund may, in its sole discretion, reject any additional
purchase and exchange orders.
Purchase Blocking
Policy
The Funds (except those listed below) have adopted a policy
under which any shareholder redeeming shares having a value of
$5,000 or more from a Fund on any trading day will be precluded
from investing in that Fund for 30 calendar days after the
redemption transaction date. The policy applies to redemptions
and purchases that are part of exchange transactions. Under the
purchase blocking policy, certain purchases will not be
prevented and certain redemptions will not trigger a purchase
block, such as: purchases and redemptions of shares having a
value of less than $5,000; systematic purchase, redemption and
exchange account options; transfers of shares within the same
Fund; non-discretionary rebalancing in
fund-of-funds;
asset allocation features; fee-based accounts; account
maintenance fees; small balance account fees; plan-level omnibus
retirement plans or employee benefit plans; death and disability
and hardship distributions; loan transactions; transfers of
assets; retirement plan rollovers; IRA conversions and
re-characterizations; and mandatory distributions from
retirement accounts.
The Funds reserve the right to modify any of the parameters
(including those not listed above) of the purchase blocking
policy at any time. Further, the purchase blocking policy may be
waived with respect to specific shareholder accounts in those
instances where Invesco Advisers, Inc. (Invesco)
determines that its surveillance procedures are adequate to
detect frequent trading in Fund shares.
To the extent that certain systems or intermediaries (such as
investment dealers holding shareholder accounts in street name,
retirement plan record keepers, insurance company separate
accounts and bank trust companies) are unable to apply the
purchase blocking policy, Invesco will work with those system
providers or intermediaries to apply their own procedures,
provided that Invesco believes the procedures are reasonably
designed to enforce the frequent trading policies of the Funds.
You should refer to disclosures provided by the intermediaries
with which you have an account to determine the specific trading
restrictions that apply to you. If Invesco identifies any
activity that may constitute frequent trading, it reserves the
right to contact the intermediary and request that the
intermediary either provide information regarding an account
owners transactions or restrict the account owners
trading. There is no guarantee that all instances of frequent
trading in fund shares will be prevented.
The purchase blocking policy does not apply to Invesco Money
Market Fund, Invesco Tax-Exempt Cash Fund, Premier Portfolio,
Premier Tax-Exempt Portfolio and Premier U.S. Government
Money Portfolio.
Fair Value
Pricing
Securities owned by a Fund are to be valued at current market
value if market quotations are readily available. All other
securities and assets of a Fund for which market quotations are
not readily available are to be valued at fair value determined
in good faith using procedures approved by the Board. An effect
of fair value pricing may be to reduce the ability of frequent
traders to take advantage of arbitrage opportunities resulting
from potentially stale prices of portfolio holdings.
However, it cannot eliminate the possibility of frequent trading.
A-10 The
Invesco Funds
Pricing
of Shares
Determination of
Net Asset Value
The price of each Funds shares is the Funds net
asset value per share. The Funds value portfolio securities for
which market quotations are readily available at market value.
The Funds value all other securities and assets for which market
quotations are unavailable or unreliable at their fair value in
good faith using procedures approved by the Board. The Board has
delegated the daily determination of good faith fair value
methodologies to Invescos Valuation Committee, which acts
in accordance with Board approved policies. On a quarterly
basis, Invesco provides the Board various reports indicating the
quality and effectiveness of its fair value decisions on
portfolio holdings. Securities and other assets quoted in
foreign currencies are valued in U.S. dollars based on the
prevailing exchange rates on that day.
Even when market quotations are available, they may be stale or
unreliable because the security is not traded frequently,
trading on the security ceased before the close of the trading
market or issuer specific events occurred after the security
ceased trading or because of the passage of time between the
close of the market on which the security trades and the close
of the NYSE and when the Fund calculates its net asset value.
Issuer specific events may cause the last market quotation to be
unreliable. Such events may include a merger or insolvency,
events which affect a geographical area or an industry segment,
such as political events or natural disasters, or market events,
such as a significant movement in the U.S. market. Where
market quotations are not readily available, including where
Invesco determines that the closing price of the security is
unreliable, Invesco will value the security at fair value in
good faith using procedures approved by the Board. Fair value
pricing may reduce the ability of frequent traders to take
advantage of arbitrage opportunities resulting from potentially
stale prices of portfolio holdings. However, it
cannot eliminate the possibility of frequent trading.
Fair value is that amount that the owner might reasonably expect
to receive for the security upon its current sale. Fair value
requires consideration of all appropriate factors, including
indications of fair value available from pricing services. A
fair value price is an estimated price and may vary from the
prices used by other mutual funds to calculate their net asset
values.
Invesco may use indications of fair value from pricing services
approved by the Board. In other circumstances, the Invesco
Valuation Committee may fair value securities in good faith
using procedures approved by the Board. As a means of evaluating
its fair value process, Invesco routinely compares closing
market prices, the next days opening prices for the
security in its primary market if available, and indications of
fair value from other sources. Fair value pricing methods and
pricing services can change from time to time as approved by the
Board.
Specific types of securities are valued as follows:
Senior Secured Floating Rate Loans and Senior Secured
Floating Rate Debt Securities.
Senior secured floating rate
loans and senior secured floating rate debt securities are fair
valued using evaluated quotes provided by an independent pricing
service. Evaluated quotes provided by the pricing service may
reflect appropriate factors such as market quotes, ratings,
tranche type, industry, company performance, spread, individual
trading characteristics, institution-size trading in similar
groups of securities and other market data.
Domestic Exchange Traded Equity Securities.
Market
quotations are generally available and reliable for domestic
exchange traded equity securities. If market quotations are not
available or are unreliable, Invesco will value the security at
fair value in good faith using procedures approved by the Board.
Foreign Securities.
If market quotations are
available and reliable for foreign exchange traded equity
securities, the securities will be valued at the market
quotations. Because trading hours for certain foreign securities
end before the close of the NYSE, closing market quotations may
become unreliable. If between the time trading ends on a
particular security and the close of the customary trading
session on the NYSE events occur that are significant and may
make the closing price unreliable, the Fund may fair value the
security. If an issuer specific event has occurred that Invesco
determines, in its judgment, is likely to have affected the
closing price of a foreign security, it will price the security
at fair value. Invesco also relies on a screening process from a
pricing vendor to indicate the degree of certainty, based on
historical data, that the closing price in the principal market
where a foreign security trades is not the current market value
as of the close of the NYSE. For foreign securities where
Invesco believes, at the approved degree of certainty, that the
price is not reflective of current market value, Invesco will
use the indication of fair value from the pricing service to
determine the fair value of the security. The pricing vendor,
pricing methodology or degree of certainty may change from time
to time.
Fund securities primarily traded on foreign markets may trade on
days that are not business days of the Fund. Because the net
asset value of Fund shares is determined only on business days
of the Fund, the value of the portfolio securities of a Fund
that invests in foreign securities may change on days when you
will not be able to purchase or redeem shares of the Fund.
Fixed Income Securities.
Government, corporate,
asset-backed and municipal bonds, convertible securities,
including high yield or junk bonds, and loans, normally are
valued on the basis of prices provided by independent pricing
services. Prices provided by the pricing services may be
determined without exclusive reliance on quoted prices, and may
reflect appropriate factors such as institution-size trading in
similar groups of securities, developments related to special
securities, dividend rate, maturity and other market data.
Prices received from pricing services are fair value prices. In
addition, if the price provided by the pricing service and
independent quoted prices are unreliable, the Invesco valuation
committee will fair value the security using procedures approved
by the Board.
Short-term Securities.
Invesco Money Market Fund,
Invesco Tax-Exempt Cash Fund, Premier Portfolio, Premier
Tax-Exempt Portfolio and Premier U.S. Government Money
Portfolio value all their securities at amortized cost. Invesco
Municipal Bond Fund and Invesco Tax-Free Intermediate Fund value
variable rate securities that have an unconditional demand or
put feature exercisable within seven days or less at par, which
reflects the market value of such securities.
Futures and Options.
Futures contracts are valued at
the final settlement price set by the exchange on which they are
principally traded. Options are valued on the basis of market
quotations, if available.
Swap Agreements.
Swap Agreements are fair valued
using an evaluated quote provided by an independent pricing
service. Evaluated quotes provided by the pricing service are
based on a model that may include end of day net present values,
spreads, ratings, industry and company performance.
Open-end Funds.
To the extent a Fund invests in
other open-end Funds, other than open-end Funds that are
exchange traded, the investing Fund will calculate its net asset
value using the net asset value of the underlying fund in which
it invests, and the prospectuses for such open-end Funds explain
the circumstances under which they will use fair value pricing
and the effects of using fair value pricing.
Each Fund, except for Premier Portfolio, Premier Tax-Exempt
Portfolio and Premier U.S. Government Money Portfolio,
determines the net asset value of its shares on each day the
NYSE is open for business (a business day), as of the close of
the customary trading session, or earlier NYSE closing time that
day. Premier Portfolio, Premier Tax-Exempt Portfolio and Premier
U.S. Government Money Portfolio open for business at
8:00 a.m. Eastern Time. Premier Portfolio and Premier
U.S. Government Money Portfolio will generally determine
the net asset value of their shares at 5:30 p.m. Eastern
Time. Premier Tax-Exempt Portfolio will generally determine the
net asset value of its shares at 4:30 p.m. Eastern Time.
Premier Portfolio, Premier Tax-Exempt Portfolio and Premier
U.S. Government Money Portfolio are authorized not to open
for trading
A-11 The
Invesco Funds
on a day that is otherwise a business day if the Federal Reserve
Bank of New York and The Bank of New York Mellon, the
Funds custodian, are not open for business or the
Securities Industry and Financial Markets Association (SIFMA)
recommends that government securities dealers not open for
trading and any such day will not be considered a business day.
Premier Portfolio, Premier Tax-Exempt Portfolio and Premier
U.S. Government Money Portfolio also may close early on a
business day if SIFMA recommends that government securities
dealers close early. If Premier Portfolio, Premier Tax-Exempt
Portfolio or Premier U.S. Government Money Portfolio uses
its discretion to close early on a business day, the Fund will
calculate its net asset value as of the time of such closing.
From time to time and in circumstances deemed appropriate by
Invesco in its sole discretion, each of Premier Portfolio,
Premier Tax-Exempt Portfolio and Premier U.S. Government
Money Portfolio may remain open for business, during customary
business day hours, on a day that the NYSE is closed for
business. In such event, on such day you will be permitted to
purchase or redeem shares of such Funds and net asset values
will be calculated for such Funds.
For financial reporting purposes and shareholder transactions on
the last day of the fiscal quarter, transactions are normally
accounted for on a trade date basis. For purposes of executing
shareholder transactions in the normal course of business (other
than shareholder transactions at a fiscal period-end), each
Funds portfolio securities transactions are recorded no
later than the first business day following the trade date.
The Invesco Balanced-Risk Allocation Fund and Invesco
Balanced-Risk Commodity Strategy Fund may each invest up to 25%
of their total assets in shares of their respective subsidiaries
(the Subsidiaries). The Subsidiaries offer to redeem all or a
portion of their shares at the current net asset value per share
every regular business day. The value of shares of the
Subsidiaries will fluctuate with the value of the respective
Subsidiarys portfolio investments. The Subsidiaries price
their portfolio investments pursuant to the same pricing and
valuation methodologies and procedures used by the Funds, which
require, among other things, that each of the Subsidiaries
portfolio investments be
marked-to-market
(that is, the value on each of the Subsidiaries books
changes) each business day to reflect changes in the market
value of the investment.
Timing of
Orders
For Funds other than Premier Portfolio, Premier Tax-Exempt
Portfolio and Premier U.S. Government Money Portfolio, you
can purchase or redeem shares on each business day prior to the
close of the customary trading session or any earlier NYSE
closing time that day. For Funds other than Premier Portfolio,
Premier Tax-Exempt Portfolio and Premier U.S. Government
Money Portfolio, purchase orders that are received and accepted
before the close of the customary trading session or any earlier
NYSE closing time on a business day generally are processed that
day and settled on the next business day.
For Premier Portfolio, Premier Tax-Exempt Portfolio and Premier
U.S. Government Money Portfolio, you can purchase or redeem
shares on each business day, prior to the Funds net asset
value determination on such business day; however, if your order
is received and accepted after the close of the customary
trading session or any earlier NYSE closing time that day, your
order generally will be processed on the next business day and
settled on the second business day following the receipt and
acceptance of your order.
For all Funds, you can exchange shares on each business day,
prior to the close of the customary trading session or any
earlier NYSE closing time that day. Shareholders of Premier
Portfolio, Premier Tax-Exempt Portfolio and Premier
U.S. Government Money Portfolio therefore cannot exchange
their shares after the close of the customary trading session or
any earlier NYSE closing time on a particular day, even though
these Funds remain open after such closing time.
The Funds price purchase, exchange and redemption orders at the
net asset value calculated after the transfer agent receives an
order in good order. Any applicable sales charges are applied at
the time an order is processed. A Fund may postpone the right of
redemption only under unusual circumstances, as allowed by the
Securities and Exchange Commission, such as when the NYSE
restricts or suspends trading.
Taxes
A Fund intends to qualify each year as a regulated investment
company and, as such, is not subject to entity-level tax on the
income and gain it distributes to shareholders. If you are a
taxable investor, dividends and distributions you receive from a
Fund generally are taxable to you whether you reinvest
distributions in additional Fund shares or take them in cash.
Every year, you will be sent information showing the amount of
dividends and distributions you received from a Fund during the
prior calendar year. In addition, investors in taxable accounts
should be aware of the following basic tax points as
supplemented below where relevant:
Fund Tax
Basics
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A Fund earns income generally in the form of dividends or
interest on its investments. This income, less expenses incurred
in the operation of a Fund, constitutes the Funds net
investment income from which dividends may be paid to you. If
you are a taxable investor, distributions of net investment
income generally are taxable to you as ordinary income.
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n
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Distributions of net short-term capital gains are taxable to you
as ordinary income. A Fund with a high portfolio turnover rate
(a measure of how frequently assets within a Fund are bought and
sold) is more likely to generate short-term capital gains than a
Fund with a low portfolio turnover rate.
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n
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Distributions of net long-term capital gains are taxable to you
as long-term capital gains no matter how long you have owned
your Fund shares.
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If you are an individual and meet certain holding period
requirements, a portion of income dividends paid to you by a
Fund may be designated as qualified dividend income eligible for
taxation at long-term capital gain rates. These reduced rates
generally are available (through 2012) for dividends
derived from a Funds investment in stocks of domestic
corporations and qualified foreign corporations. In the case of
a Fund that invests primarily in debt securities, either none or
only a nominal portion of the dividends paid by the Fund will be
eligible for taxation at these reduced rates.
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Distributions declared to shareholders with a record date in
Decemberif paid to you by the end of Januaryare
taxable for federal income tax purposes as if received in
December.
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Any long-term or short-term capital gains realized on sale or
redemption of your Fund shares will be subject to federal income
tax. For tax purposes an exchange of your shares for shares of
another Fund is the same as a sale. Your gain or loss is
calculated by subtracting from the gross proceeds your cost
basis. Gross proceeds and, for shares acquired on or after
January 1, 2012 and disposed of after that date, cost basis
will be reported to you and the Internal Revenue Service (IRS).
Cost basis will be calculated using the Funds default
method of average cost, unless you instruct the Fund to use a
different calculation method. As a service to you, the Fund will
continue to provide to you (but not the IRS) cost basis
information for shares acquired before 2012, when available,
using the average cost method. Shareholders should carefully
review the cost basis information provided by a Fund and make
any additional basis, holding period or other adjustments that
are required when reporting these amounts on their federal
income tax returns. If you hold your Fund shares through a
broker (or other nominee), please contact that broker (nominee)
with respect to reporting of cost basis and available elections
for your account. For more information about the cost basis
methods offered by Invesco, please refer to the Tax Center
located under the Accounts & Services menu of our
website at www.Invesco.com/us.
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At the time you purchase your Fund shares, the Funds net
asset value may reflect undistributed income, undistributed
capital gains, or net
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A-12 The
Invesco Funds
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unrealized appreciation in value of portfolio securities held
by the Fund. A subsequent distribution to you of such amounts,
although constituting a return of your investment, would be
taxable. This is sometimes referred to as buying a
dividend.
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By law, if you do not provide a Fund with your proper taxpayer
identification number and certain required certifications, you
may be subject to backup withholding on any distributions of
income, capital gains, or proceeds from the sale of your shares.
A Fund also must withhold if the IRS instructs it to do so. When
withholding is required, the amount will be 28% of any
distributions or proceeds paid (for distributions and proceeds
paid after December 31, 2012, the rate is scheduled to rise
to 31% unless the 28% rate is extended or made permanent).
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You will not be required to include the portion of dividends
paid by the Fund derived from interest on U.S. government
obligations in your gross income for purposes of personal and,
in some cases, corporate income taxes in many state and local
tax jurisdictions. The percentage of dividends that constitutes
dividends derived from interest on federal obligations will be
determined annually. This percentage may differ from the actual
percentage of interest received by the Fund on federal
obligations for the particular days on which you hold shares.
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For taxable years beginning after December 31, 2012, an
additional 3.8% Medicare tax will be imposed on certain net
investment income (including ordinary dividends and capital gain
distributions received from a Fund and net gains from
redemptions or other taxable dispositions of Fund shares) of
U.S. individuals, estates and trusts to the extent that such
persons modified adjusted gross income (in the
case of an individual) or adjusted gross income (in
the case of an estate or trust) exceeds a threshold amount.
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Fund distributions and gains from sale or exchange of your Fund
shares generally are subject to state and local income taxes.
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If a Fund qualifies to pass through to you the tax benefits from
foreign taxes it pays on its investments, and elects to do so,
then any foreign taxes it pays on these investments may be
passed through to you as a foreign tax credit. You will then be
required to include your pro-rata share of these taxes in gross
income, even though not actually received by you, and will be
entitled either to deduct your share of these taxes in computing
your taxable income, or to claim a foreign tax credit for these
taxes against your U.S. federal income tax.
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n
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Foreign investors should be aware that U.S. withholding,
special certification requirements to avoid U.S. backup
withholding and claim any treaty benefits and estate taxes may
apply to an investment in a Fund.
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The above discussion concerning the taxability of Fund dividends
and distributions and of redemptions and exchanges of Fund
shares is inapplicable to investors that generally are exempt
from federal income tax, such as retirement plans that are
qualified under Section 401 and 403 of the Code and
individual retirement accounts (IRAs) and Roth IRAs.
Tax-Exempt and
Municipal Funds
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n
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You will not be required to include the
exempt-interest portion of dividends paid by the
Fund in your gross income for federal income tax purposes. You
will be required to report the receipt of exempt-interest
dividends and other tax-exempt interest on your federal income
tax returns. The percentage of dividends that constitutes
exempt-interest dividends will be determined annually. This
percentage may differ from the actual percentage of exempt
interest received by the Fund for the particular days in which
you hold shares.
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A Fund may invest in municipal securities the interest on which
constitutes an item of tax preference and could give rise to a
federal alternative minimum tax liability for you, unless such
municipal securities were issued in 2009 or 2010.
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Exempt-interest dividends from interest earned on municipal
securities of a state, or its political subdivisions, generally
are exempt from that states personal income tax. Most
states, however, do not grant tax-free treatment to interest
from municipal securities of other states.
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n
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A Fund may invest a portion of its assets in securities that pay
income that is not tax-exempt. To the extent that dividends paid
by a Fund are derived from taxable investments or realized
capital gains, they will be taxable as ordinary income or
long-term capital gains.
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A Fund may distribute to you any market discount and net
short-term capital gains from the sale of its portfolio
securities. If you are a taxable investor, Fund distributions
from this income are taxable to you as ordinary income, and
generally will neither qualify for the dividends received
deduction in the case of corporate shareholders nor as qualified
dividend income subject to reduced rates of taxation in the case
of noncorporate shareholders.
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n
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Exempt-interest dividends from a Fund are taken into account
when determining the taxable portion of your social security or
railroad retirement benefits, may be subject to state and local
income taxes, may affect the deductibility of interest on
certain indebtedness, and may have other collateral federal
income tax consequences for you.
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There are risks that: (a) a security issued as tax-exempt
may be reclassified by the IRS or a state tax authority as
taxable
and/or
(b) future legislative, administrative or court actions
could adversely impact the qualification of income from a
tax-exempt security as tax-free. Such reclassifications or
actions could cause interest from a security to become taxable,
possibly retroactively, subjecting you to increased tax
liability. In addition, such reclassifications or actions could
cause the value of a security, and therefore, the value of the
Funds shares, to decline.
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Money Market
Funds
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n
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A Fund does not anticipate realizing any long-term capital gains.
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n
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Because a Fund expects to maintain a stable net asset value of
$1.00 per share, investors should not have any gain or loss on
sale or exchange of Fund shares.
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Real Estate
Funds
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n
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Because of noncash expenses such as property
depreciation, the cash flow of a REIT that owns properties will
exceed its taxable income. The REIT, and in turn a Fund, may
distribute this excess cash to shareholders. Such a distribution
is classified as a return of capital. Return-of capital
distributions generally are not taxable to you. Your cost basis
in your Fund shares will be decreased by the amount of any
return of capital. Any return of capital distributions in excess
of your cost basis will be treated as capital gains.
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n
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Dividends paid to shareholders from the Funds investments
in U.S. REITs generally will not qualify for taxation at
long-term capital gain rates applicable to qualified dividend
income.
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n
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The Fund may derive excess inclusion income from
certain equity interests in mortgage pooling vehicles either
directly or through an investment in a U.S. REIT. Please
see the SAI for a discussion of the risks and special tax
consequences to shareholders in the event the Fund realizes
excess inclusion income in excess of certain threshold amounts.
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n
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The Funds foreign shareholders should see the SAI for a
discussion of the risks and special tax consequences to them
from a sale of a U.S. real property interest by a REIT in which
the Fund invests.
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Invesco
Balanced-Risk Allocation Fund and Invesco Balanced-Risk
Commodity Strategy Fund
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n
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The Funds strategies of investing in derivatives and
financially-linked instruments whose performance is expected to
correspond to the fixed income, equity and commodity markets may
cause the Funds to recognize more ordinary income and short-term
capital gains taxable as ordinary income than would be the case
if the Funds invested directly in debt instruments, stocks and
commodities.
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n
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The Funds must meet certain requirements under the Code for
favorable tax treatment as a regulated investment company,
including
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A-13 The
Invesco Funds
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asset diversification and income requirements. The Funds intend
to treat the income each derives from commodity-linked notes and
their respective Subsidiary as qualifying income. If, contrary
to a number of private letter rulings (PLRs) issued by the IRS,
the IRS were to determine such income is non qualifying, a Fund
might fail to satisfy the income requirement. In lieu of
disqualification, the Funds are permitted to pay a tax for
certain failures to satisfy the asset diversification or income
requirements, which, in general, are limited to those due to
reasonable cause and not willful neglect for taxable years of
the Fund with respect to which the extended due date of the
return is after December 22, 2010. The Funds intend to
limit their investments in their respective Subsidiary to no
more than 25% of the value of each Funds total assets in
order to satisfy the asset diversification requirement.
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n
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The Invesco Balanced-Risk Allocation Fund and the Invesco
Balanced-Risk Commodity Strategy Fund each have received a PLR
from the IRS holding that income from a form of commodity-linked
note is qualifying income. The Invesco Balanced-Risk Allocation
Fund also has received a PLR from the IRS confirming that income
derived by the Fund from its Subsidiary is qualifying income.
The Invesco Balanced-Risk Commodity Strategy Fund has applied to
the IRS for a PLR relating to its Subsidiary. However, the IRS
has suspended issuance of any further PLRs pending a review of
its position.
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Invesco Emerging
Market Local Currency Debt Fund
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n
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The Fund may realize gains from the sale or other disposition of
foreign currencies (including but not limited to gains from
options, futures or forward contracts) derived from investing in
securities or foreign currencies. The U.S. Treasury Department
is authorized to issue regulations on whether the realization of
such foreign currency gains is qualified income for the Fund. If
such regulations are issued, the Fund may not qualify as a
regulated investment company and/or the Fund may change its
investment policy. As of the date of this prospectus, no
regulations have been issued pursuant to this authorization. It
is possible, however, that such regulations may be issued in the
future. Additionally, the IRS has not issued any guidance on how
to apply the asset diversification test to such foreign currency
positions. Thus, the IRS determination as to how to treat
such foreign currency positions for purposes of satisfying the
asset diversification test might differ from that of the Fund,
resulting in the Funds failure to qualify as a regulated
investment company. In lieu of disqualification, the Fund is
permitted to pay a tax for certain failures to satisfy the asset
diversification or income requirements, which, in general, are
limited to those due to reasonable cause and not willful neglect
for taxable years of the Fund with respect to which the extended
due date of the return is after December 22, 2010.
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This discussion of Taxes is for general
information only and not tax advice. All investors should
consult their own tax advisers as to the federal, state, local
and foreign tax provisions applicable to them.
Payments
to Financial Intermediaries
The financial adviser or intermediary through which you purchase
your shares may receive all or a portion of the sales charges
and distribution fees discussed above. In addition to those
payments, Invesco Distributors and other Invesco Affiliates, may
make additional cash payments to financial intermediaries in
connection with the promotion and sale of shares of the Funds.
These additional cash payments may include cash payments and
other payments for certain marketing and support services.
Invesco Affiliates make these payments from their own resources,
from Invesco Distributors retention of initial sales
charges and from payments to Invesco Distributors made by the
Funds under their
12b-1
plans.
In the context of this prospectus, financial
intermediaries include any broker, dealer, bank (including
bank trust departments), registered investment adviser,
financial planner, retirement plan administrator, insurance
company and any other financial intermediary having a selling,
administration or similar agreement with Invesco Affiliates.
Invesco Affiliates make payments as incentives to certain
financial intermediaries to promote and sell shares of the
Funds. The benefits Invesco Affiliates receive when they make
these payments include, among other things, placing the Funds on
the financial intermediarys funds sales system, and access
(in some cases on a preferential basis over other competitors)
to individual members of the financial intermediarys sales
force or to the financial intermediarys management. These
payments are sometimes referred to as shelf space
payments because the payments compensate the financial
intermediary for including the Funds in its fund sales system
(on its sales shelf). Invesco Affiliates compensate
financial intermediaries differently depending typically on the
level
and/or
type of considerations provided by the financial intermediary.
The payments Invesco Affiliates make may be calculated based on
sales of shares of the Funds (Sales-Based Payments), in which
case the total amount of such payments shall not exceed 0.25% of
the public offering price of all shares sold by the financial
intermediary during the particular period. Payments may also be
calculated based on the average daily net assets of the
applicable Funds attributable to that particular financial
intermediary (Asset-Based Payments), in which case the total
amount of such cash payments shall not exceed 0.25% per annum of
those assets during a defined period. Sales-Based Payments
primarily create incentives to make new sales of shares of the
Funds and Asset-Based Payments primarily create incentives to
retain previously sold shares of the Funds in investor accounts.
Invesco Affiliates may pay a financial intermediary either or
both Sales-Based Payments and Asset-Based Payments.
Invesco Affiliates are motivated to make these payments as they
promote the sale of Fund shares and the retention of those
investments by clients of financial intermediary. To the extent
financial intermediaries sell more shares of the Funds or retain
shares of the Funds in their clients accounts, Invesco
Affiliates benefit from the incremental management and other
fees paid to Invesco Affiliates by the Funds with respect to
those assets.
Invesco Affiliates also may make payments to certain financial
intermediaries for certain administrative services, including
record keeping and
sub-accounting
of shareholder accounts pursuant to a
sub-transfer
agency, omnibus account service or
sub-accounting
agreement. All fees payable by Invesco Affiliates under this
category of services are charged back to the Funds, subject to
certain limitations approved by the Board.
You can find further details in the Funds SAI about these
payments and the services provided by financial intermediaries.
In certain cases these payments could be significant to the
financial intermediary. Your financial adviser may charge you
additional fees or commissions other than those disclosed in
this prospectus. You can ask your financial adviser about any
payments it receives from Invesco Affiliates or the Funds, as
well as about fees
and/or
commissions it charges.
Important
Notice Regarding Delivery of Security Holder Documents
To reduce Fund expenses, only one copy of most shareholder
documents may be mailed to shareholders with multiple accounts
at the same address (Householding). Mailing of your shareholder
documents may be householded indefinitely unless you instruct us
otherwise. If you do not want the mailing of these documents to
be combined with those for other members of your household,
please contact Invesco Investment Services, Inc. at
800-959-4246
or contact your financial institution. We will begin sending you
individual copies for each account within thirty days after
receiving your request.
A-14 The
Invesco Funds
Obtaining
Additional Information
More information may be obtained free of charge upon request.
The SAI, a current version of which is on file with the SEC,
contains more details about the Fund and is incorporated by
reference into this prospectus (is legally a part of this
prospectus). Annual and semi-annual reports to shareholders
contain additional information about the Funds
investments. The Funds annual report also discusses the
market conditions and investment strategies that significantly
affected the Funds performance during its last fiscal
year. The Fund also files its complete schedule of portfolio
holdings with the SEC for the 1st and 3rd quarters of each
fiscal year on
Form N-Q.
If you have questions about an Invesco Fund or your account, or
you wish to obtain a free copy of the Funds current SAI,
annual or semi-annual reports or
Form N-Q,
please contact us.
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By Mail:
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Invesco Investment Services, Inc.
P.O. Box 219078
Kansas City, MO 64121-9078
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By Telephone:
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(800) 959-4246
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On the Internet:
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You can send us a request by e-mail or download prospectuses,
SAIs, annual or semi-annual reports via our Web site:
www.invesco.com/us
|
You can also review and obtain copies of the Funds SAI,
annual or semi-annual reports,
Forms N-Q
and other information at the SECs Public Reference Room in
Washington, DC; on the EDGAR database on the SECs Web site
(http://www.sec.gov); or, after paying a duplicating fee, by
sending a letter to the SECs Public Reference Section,
Washington, DC
20549-1520
or by sending an electronic mail request to publicinfo@sec.gov.
Please call the SEC at
1-202-551-8090
for information about the Public Reference Room.
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Invesco Tax-Free Intermediate Fund
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SEC 1940 Act file
number: 811-07890
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invesco.com/us
TFI-PRO-1
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Class: Institutional (ATFIX)
Invesco
Tax-Free Intermediate Fund
Invesco Tax-Free Intermediate Funds investment
objective is federal tax-exempt current income.
As with all other mutual fund securities, the Securities and
Exchange Commission (SEC) has not approved or disapproved these
securities or determined whether the information in this
prospectus is adequate or accurate. Anyone who tells you
otherwise is committing a crime.
An investment in the Fund:
n
is
not FDIC insured;
n
may
lose value; and
n
is
not guaranteed by a bank.
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1
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3
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4
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The Adviser(s)
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4
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Adviser Compensation
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4
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Portfolio Managers
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5
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5
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Dividends and Distributions
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5
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5
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7
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A-1
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Suitability for Investors
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A-1
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Purchasing Shares
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A-1
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Redeeming Shares
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A-1
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Exchanging Shares
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A-2
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Rights Reserved by the Funds
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A-2
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Excessive Short-Term Trading Activity (Market Timing) Disclosures
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A-2
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Pricing of Shares
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A-3
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Taxes
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A-4
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Payments to Financial Intermediaries
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A-6
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Important Notice Regarding Delivery of Security Holder Documents
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A-6
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Obtaining Additional Information
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Back Cover
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Invesco
Tax-Free Intermediate Fund
Investment
Objective(s)
The Funds investment objective is federal tax-exempt
current income.
Fees
and Expenses of the Fund
This table describes the fees and expenses that you may pay if
you buy and hold shares of the Fund.
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Shareholder Fees
(fees paid directly from your
investment)
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Class:
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Institutional
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Maximum Sales Charge (Load) Imposed on Purchases (as a
percentage of offering price)
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None
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Maximum Deferred Sales Charge (Load) (as a percentage of
original purchase price or redemption proceeds, whichever is
less)
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None
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|
|
|
|
|
|
|
|
|
|
|
|
Annual Fund Operating Expenses
(expenses that you pay
each year as a percentage of the value of your
investment)
|
|
Class:
|
|
Institutional
|
|
|
|
Management Fees
|
|
|
0.26
|
%
|
|
|
|
Distribution and/or Service
(12b-1)
Fees
|
|
|
None
|
|
|
|
|
Other Expenses
|
|
|
0.14
|
|
|
|
|
Total Annual Fund Operating Expenses
|
|
|
0.40
|
|
|
|
|
Example.
This Example is intended to help you
compare the cost of investing in the Fund with the cost of
investing in other mutual funds.
The Example assumes that you invest $10,000 in the Fund for the
time periods indicated and then redeem all of your
shares at the end of those periods. The Example also
assumes that your investment has a 5% return each year and that
the Funds operating expenses remain the same.
Although your actual costs may be higher or lower, based on
these assumptions, your costs would be:
|
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|
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1 Year
|
|
3 Years
|
|
5 Years
|
|
10 Years
|
|
|
|
Institutional Class
|
|
$
|
41
|
|
|
$
|
128
|
|
|
$
|
224
|
|
|
$
|
505
|
|
|
|
|
Portfolio Turnover.
The Fund pays transaction costs,
such as commissions, when it buys and sells securities (or
turns over its portfolio). A higher portfolio
turnover rate may indicate higher transaction costs and may
result in higher taxes when Fund shares are held in a taxable
account. These costs, which are not reflected in annual Fund
operating expenses or in the example, affect the Funds
performance. During the most recent fiscal year, the Funds
portfolio turnover rate was 11% of the average value of its
portfolio.
Principal
Investment Strategies of the Fund
The Fund invests under normal circumstances at least 80% of its
net assets (plus any borrowings for investment purposes) in
municipal debt securities that (1) pay interest that is
excluded from gross income for federal income tax purposes, and
(2) do not produce income that will be considered to be an
item of preference for purposes of the alternative minimum tax.
At the present time, the Fund will not invest in municipal debt
securities if the interest on such securities is subject to the
federal alternative minimum tax. In complying with this 80%
investment requirement, the Fund may include synthetic
securities that have economic characteristics similar to the
Funds direct investments that are counted toward the 80%
investment requirement.
Municipal securities include debt obligations of states,
territories or possessions of the United States and the District
of Columbia and their political subdivisions, agencies and
instrumentalities, the interest on which, in the opinion of bond
counsel or other counsel to the issuers of such securities, is,
at the time of issuance, exempt from federal income tax.
The principal types of municipal debt securities purchased by
the Fund are revenue obligations and general obligations.
Revenue obligations are usually payable only from the revenues
derived from a particular facility or class of facilities or, in
some cases, from the proceeds of a special excise tax or other
specific revenue source, but not from the general taxing power.
Revenue obligations may include industrial development,
pollution control, public utility, housing, housing, and health
care issues. Under normal market conditions, the Fund invests
primarily in municipal securities classified as revenue bonds.
General obligation securities are secured by the issuers
pledge of its faith, credit and taxing power for the payment of
principal and interest. The Fund may also invest in other types
of municipal securities.
The Fund will attempt to maintain a dollar-weighted average
portfolio maturity of between three and ten years.
At least 80% of the Funds total assets will normally be
invested in municipal debt securities that are determined to be
of investment grade quality, because they meet one of the
following credit quality criteria at the time of purchase:
(1) securities rated within the four highest ratings for
long-term municipal obligations by Moodys Investors
Service, Inc. (Moodys), Standard & Poors
Ratings Services (S&P) or any other nationally recognized
statistical rating organization; (2) (a) securities rated
within the three highest ratings for short-term municipal
obligations by Moodys, (b) securities rated within
the two highest ratings for short-term municipal obligations by
S&P, or (c) securities deemed by the portfolio
managers to be of comparable quality to the securities set forth
in 2(a) or 2(b); (3) securities guaranteed as to payment of
principal and interest by the U.S. Government;
(4) securities fully collateralized by an escrow of U.S.
Government or other high-quality securities; or (5) unrated
securities, if (a) other municipal securities of the same
issuer are rated BBB or better by a nationally recognized
statistical rating organization, or (b) they are deemed by
the portfolio managers to be of comparable quality.
Up to 20% of the Funds total assets may be invested in
municipal debt securities that are determined to be below
investment grade quality because they are rated BB or lower by a
nationally recognized statistical rating organization, or are
determined by the portfolio managers to be of comparable quality
to such rated securities. These types of securities are commonly
known as junk bonds.
The portfolio managers generally take a buy and hold approach
while focusing on municipal securities they believe have
favorable prospects for high current income exempt from federal
taxes. While the portfolio managers actively manage the
Funds capital gains and losses to minimize taxable income
to shareholders, there is a possibility of capital gains or
losses.
In selecting securities for the Funds portfolio, the
portfolio managers generally favor high quality securities whose
revenue stream is tied to specific projects and that they
believe make good economic and business sense. Prior to
investing in a municipal security, the portfolio managers assess
the creditworthiness of individual securities based upon
financial characteristics and covenants of the issuers.
Geographic considerations are evaluated to assess the potential
for future tax and revenue streams for the municipality or
taxing authority backing the bond.
Portfolio managers intend to purchase and hold municipal bonds
to maturity to avoid selling-related capital gains. There are,
however, times when the portfolio managers will sell securities
based on factors such as: (i) degradation of credit
quality; (ii) a decision to shorten or lengthen the
Funds duration; or (iii) limiting or reducing
exposure to a particular sector or issuer.
Principal
Risks of Investing in the Fund
As with any mutual fund investment, loss of money is a risk of
investing. An investment in the Fund is not a deposit in a bank
and is not insured or guaranteed by the Federal Deposit
Insurance Corporation or any other
1 Invesco
Tax-Free Intermediate Fund
governmental agency. The risks associated with an investment in
the Fund can increase during times of significant market
volatility. The principal risks of investing in the Fund are:
Call Risk
. If interest rates fall, it is possible that
issuers of debt securities with high interest rates will prepay
or call their securities before their maturity dates. In this
event, the proceeds from the called securities would likely be
reinvested by the Fund in securities bearing the new, lower
interest rates, resulting in a possible decline in the
Funds income and distributions to shareholders.
Credit Risk
. The issuer of instruments in which the Fund
invests may be unable to meet interest
and/or
principal payments, thereby causing its instruments to decrease
in value and lowering the issuers credit rating.
High Yield Bond (Junk Bond) Risk
. Junk bonds involve a
greater risk of default or price changes due to changes in the
credit quality of the issuer. The values of junk bonds fluctuate
more than those of high-quality bonds in response to company,
political, regulatory or economic developments. Values of junk
bonds can decline significantly over short periods of time.
Income Risk
. The income you receive from an underlying
fund is based primarily on prevailing interest rates, which can
vary widely over the short- and long-term. If interest rates
drop, your income from an underlying fund may drop as well.
Intermediate Dollar-Weighted Average Life Risk
. Market
prices of municipal securities with intermediate lives generally
fluctuate more in response to changes in interest rates than do
market prices of municipal securities with shorter lives but
generally fluctuate less than market prices of municipal
securities with longer lives.
Interest Rate Risk
. Interest rate risk refers to the risk
that bond prices generally fall as interest rates rise;
conversely, bond prices generally rise as interest rates fall.
Specific bonds differ in their sensitivity to changes in
interest rates depending on their individual characteristics,
including duration.
Liquidity Risk
. The Fund may hold illiquid securities
that it may be unable to sell at the preferred time or price and
could lose its entire investment in such securities.
Management Risk
. The investment techniques and risk
analysis used by the Funds portfolio managers may not
produce the desired results.
Market Risk
. The prices of and the income generated by
the Funds securities may decline in response to, among
other things, investor sentiment, general economic and market
conditions, regional or global instability, and currency and
interest rate fluctuations.
Municipal Issuer Focus Risk
. The Fund generally considers
investments in municipal securities not to be subject to
industry concentration policies (issuers of municipal securities
as a group is not an industry) and the Fund may invest in
municipal securities issued by entities having similar
characteristics. The issuers may be located in the same
geographic area or may pay their interest obligations from
revenue of similar projects, such as hospitals, airports,
utility systems and housing finance agencies. This may make the
Funds investments more susceptible to similar social,
economic, political or regulatory occurrences. As the similarity
in issuers increases, the potential for fluctuation in the
Funds net asset value also increases.
Municipal Securities Risk
. The Fund may invest in
municipal securities. Constitutional amendments, legislative
enactments, executive orders, administrative regulations, voter
initiatives, and the issuers regional economic conditions
may affect the municipal securitys value, interest
payments, repayment of principal and the Funds ability to
sell it. Failure of a municipal security issuer to comply with
applicable tax requirements may make income paid thereon
taxable, resulting in a decline in the securitys value. In
addition, there could be changes in applicable tax laws or tax
treatments that reduce or eliminate the current federal income
tax exemption on municipal securities or otherwise adversely
affect the current federal or state tax status of municipal
securities.
Reinvestment Risk
. Reinvestment risk is the risk that a
bonds cash flows (coupon income and principal repayment)
will be reinvested at an interest rate below that on the
original bond.
Synthetic Securities Risk
. Fluctuations in the values of
synthetic securities may not correlate perfectly with the
instruments they are designed to replicate. Synthetic securities
may be subject to interest rate changes, market price
fluctuations, counterparty risk and liquidity risk.
Performance
Information
The bar chart and performance table provide an indication of the
risks of investing in the Fund. The bar chart shows changes in
the performance of the Fund from year to year as of
December 31. The performance table compares the Funds
performance to that of a broad-based securities market
benchmark, a style specific benchmark and a peer group benchmark
comprised of funds with investment objectives and strategies
similar to the Fund. The Funds past performance (before
and after taxes) is not necessarily an indication of its future
performance. Updated performance information is available on the
Funds website at www.invesco.com/us.
Annual Total
Returns
Institutional
Class shares year-to-date
(ended March 31, 2012): 0.99%
Best Quarter (ended September 30, 2009): 4.83%
Worst Quarter (ended December 31, 2010): -3.11%
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average Annual Total Returns
(for the periods ended
December 31, 2011)
|
|
|
|
1
|
|
5
|
|
10
|
|
|
|
|
Year
|
|
Years
|
|
Years
|
|
|
|
Institutional
Class shares
1
:
Inception (7/30/2004)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Return Before Taxes
|
|
|
9.08
|
%
|
|
|
5.64
|
%
|
|
|
4.72
|
%
|
|
|
|
|
Return After Taxes on Distributions
|
|
|
9.08
|
|
|
|
5.61
|
|
|
|
4.66
|
|
|
|
|
|
Return After Taxes on Distributions and Sale of Fund Shares
|
|
|
7.18
|
|
|
|
5.37
|
|
|
|
4.58
|
|
|
|
|
|
|
Barclays Municipal Bond Index (reflects no deduction for fees,
expenses or taxes)
|
|
|
10.70
|
|
|
|
5.22
|
|
|
|
5.38
|
|
|
|
|
|
|
BofA Merrill Lynch 3-7 Year Municipal Index (reflects no
deduction for fees, expenses or taxes)
|
|
|
6.89
|
|
|
|
5.71
|
|
|
|
5.03
|
|
|
|
|
|
|
Lipper Intermediate Municipal Debt Funds Index
|
|
|
8.85
|
|
|
|
4.60
|
|
|
|
4.43
|
|
|
|
|
|
|
|
|
|
1
|
|
Institutional Class shares performance shown prior to
the inception date is that of Class A2 shares and
includes the 12b-1 fees applicable to Class A2 shares.
Class A2 shares performance reflects any
applicable fee waiver and/or expense reimbursement. The
inception date of the Funds
Class A2 shares is May 11, 1987.
|
After-tax returns are calculated using the historical highest
individual federal marginal income tax rates and do not reflect
the impact of state and local taxes. Actual after-tax returns
depend on an investors tax situation and may differ from
those shown, and after-tax returns shown are not relevant to
investors who hold their Fund shares through tax-deferred
arrangement, such as 401(k) plans or individual retirement
accounts.
Management
of the Fund
Investment Adviser: Invesco Advisers, Inc.
|
|
|
|
|
|
|
Portfolio Managers
|
|
Title
|
|
Length of Service on the Fund
|
|
Thomas Byron
|
|
Portfolio Manager
|
|
|
2011
|
|
|
Robert Stryker
|
|
Portfolio Manager
|
|
|
2011
|
|
|
Robert Wimmel
|
|
Portfolio Manager
|
|
|
2011
|
|
|
Purchase
and Sale of Fund Shares
You may purchase, redeem or exchange shares of the Fund on any
business day through your financial adviser or by telephone at
800-659-1005.
Initial investments in the Institutional Class of a Fund must be
at least $10 million, regardless of whether such investment
is made directly or
2 Invesco
Tax-Free Intermediate Fund
through an omnibus account, unless such investment is made by
an institutional investor that is (i) an investment
company, as defined under the Investment Company Act of 1940, as
amended, that is part of a family of investment companies which
own in the aggregate at least $100 million in securities,
(ii) a defined contribution plan with at least
$100 million of combined defined contribution and defined
benefit plan assets, (iii) investing through a retirement
platform that administers at least $2.5 billion in
retirement plan assets and trades multiple plans through an
omnibus account, or (iv) a defined contribution or defined
benefit plan making a minimum investment of at least
$1 million in each Fund in which it invests. There is no
minimum initial investment requirement for those institutional
investors described in (i) (iii) above.
Tax
Information
The Funds distributions primarily are exempt from regular
federal income tax. A portion of these distributions, however,
may be subject to the federal alternative minimum tax and state
and local taxes. The Fund may also make distributions that are
taxable to you as ordinary income or capital gains.
Payments
to Broker-Dealers and Other Financial Intermediaries
If you purchase the Fund through a broker-dealer or other
financial intermediary (such as a bank), the Fund and the
Funds distributor or its related companies may pay the
intermediary for the sale of Fund shares and related services.
These payments may create a conflict of interest by influencing
the broker-dealer or other intermediary and your salesperson or
financial adviser to recommend the Fund over another investment.
Ask your salesperson or financial adviser or visit your
financial intermediarys Web site for more information.
Investment
Objective(s), Strategies, Risks and Portfolio Holdings
Objective(s) and
Strategies
The Funds investment objective is federal tax-exempt
current income. The Funds investment objective may be
changed by the Board of Trustees without shareholder approval.
The Fund invests under normal circumstances at least 80% of its
net assets (plus any borrowings for investment purposes) in
municipal debt securities that (1) pay interest that is
excluded from gross income for federal income tax purposes, and
(2) do not produce income that will be considered to be an
item of preference for purposes of the alternative minimum tax.
At the present time, the Fund will not invest in municipal debt
securities if the interest on such securities is subject to the
federal alternative minimum tax. In complying with this 80%
investment requirement, the Fund may include synthetic
securities that have economic characteristics similar to the
Funds direct investments that are counted toward the 80%
investment requirement.
Municipal securities include debt obligations of states,
territories or possessions of the United States and the District
of Columbia and their political subdivisions, agencies and
instrumentalities, the interest on which, in the opinion of bond
counsel or other counsel to the issuers of such securities, is,
at the time of issuance, exempt from federal income tax.
The principal types of municipal debt securities purchased by
the Fund are revenue obligations and general obligations.
Revenue obligations are usually payable only from the revenues
derived from a particular facility or class of facilities or, in
some cases, from the proceeds of a special excise tax or other
specific revenue source, but not from the general taxing power.
Revenue obligations may include industrial development,
pollution control, public utility, housing, housing, and health
care issues. Under normal market conditions, the Fund invests
primarily in municipal securities classified as revenue bonds.
General obligation securities are secured by the issuers
pledge of its faith, credit and taxing power for the payment of
principal and interest. The Fund may also invest in other types
of municipal securities.
The Fund will attempt to maintain a dollar-weighted average
portfolio maturity of between three and ten years.
At least 80% of the Funds total assets will normally be
invested in municipal debt securities that are determined to be
of investment grade quality, because they meet one of the
following credit quality criteria at the time of purchase:
(1) securities rated within the four highest ratings for
long-term municipal obligations by Moodys Investors
Service, Inc. (Moodys), Standard & Poors
Ratings Services (S&P) or any other nationally recognized
statistical rating organization; (2) (a) securities rated
within the three highest ratings for short-term municipal
obligations by Moodys, (b) securities rated within
the two highest ratings for short-term municipal obligations by
S&P, or (c) securities deemed by the portfolio
managers to be of comparable quality to the securities set forth
in 2(a) or 2(b); (3) securities guaranteed as to payment of
principal and interest by the U.S. Government;
(4) securities fully collateralized by an escrow of U.S.
Government or other high-quality securities; or (5) unrated
securities, if (a) other municipal securities of the same
issuer are rated BBB or better by a nationally recognized
statistical rating organization, or (b) they are deemed by
the portfolio managers to be of comparable quality.
Up to 20% of the Funds total assets may be invested in
municipal debt securities that are determined to be below
investment grade quality because they are rated BB or lower by a
nationally recognized statistical rating organization, or are
determined by the portfolio managers to be of comparable quality
to such rated securities. These types of securities are commonly
known as junk bonds.
The portfolio managers generally take a buy and hold approach
while focusing on municipal securities they believe have
favorable prospects for high current income exempt from federal
taxes. While the portfolio managers actively manage the
Funds capital gains and losses to minimize taxable income
to shareholders, there is a possibility of capital gains or
losses.
In selecting securities for the Funds portfolio, the
portfolio managers generally favor high quality securities whose
revenue stream is tied to specific projects and that they
believe make good economic and business sense. Prior to
investing in a municipal security, the portfolio managers assess
the creditworthiness of individual securities based upon
financial characteristics and covenants of the issuers.
Geographic considerations are evaluated to assess the potential
for future tax and revenue streams for the municipality or
taxing authority backing the bond.
Portfolio managers intend to purchase and hold municipal bonds
to maturity to avoid selling-related capital gains. There are,
however, times when the portfolio managers will sell securities
based on factors such as: (i) degradation of credit
quality; (ii) a decision to shorten or lengthen the
Funds duration; or (iii) limiting or reducing
exposure to a particular sector or issuer.
The Fund may, from time to time, take temporary defensive
positions in cash and other securities that are less risky and
inconsistent with the Funds principal investment
strategies in anticipation of or in response to adverse market,
economic, political or other conditions. As a result, the Fund
may not achieve its investment objective.
The Funds investments in the types of securities described
in this prospectus vary from time to time, and at any time, the
Fund may not be invested in all types of securities described in
this prospectus. Any percentage limitations with respect to
assets of the Fund are applied at the time of purchase.
Risks
The principal risks of investing in the Fund are:
Call Risk
. If interest rates fall, it is possible that
issuers of debt securities with high interest rates will prepay
or call their securities before their maturity dates. In this
event, the proceeds from the called securities would likely be
reinvested by the Fund in securities bearing the new,
3 Invesco
Tax-Free Intermediate Fund
lower interest rates, resulting in a possible decline in the
Funds income and distributions to shareholders.
Credit Risk
. The issuers of instruments in which the Fund
invests may be unable to meet interest
and/or
principal payments. This risk is increased to the extent the
Fund invests in junk bonds which may cause the Fund to incur
higher expenses to protect its interests. The credit risks and
market prices of lower-grade securities generally are more
sensitive to negative issuer developments, such as reduced
revenues or increased expenditures, or adverse economic
conditions, such as a recession, than are higher-grade
securities. An issuers securities may decrease in value if
its financial strength weakens, which may reduce its credit
rating and possibly its ability to meet its contractual
obligations.
High Yield Bond (Junk Bond) Risk
. Compared to higher
quality debt securities, high yield bonds (commonly referred to
as junk bonds) involve a greater risk of default or price
changes due to changes in the credit quality of the issuer
because they are generally unsecured and may be subordinated to
other creditors claims. The values of junk bonds often
fluctuate more in response to company, political, regulatory or
economic developments than higher quality bonds. Their values
can decline significantly over short periods of time or during
periods of economic difficulty when the bonds could be difficult
to value or sell at a fair price. Credit ratings on junk bonds
do not necessarily reflect their actual market value.
Income Risk
. The income you receive from an underlying
fund is based primarily on prevailing interest rates, which can
vary widely over the short- and long-term. If interest rates
drop, your income from an underlying fund may drop as well.
Intermediate Dollar-Weighted Average Life Risk
.
Generally, a portfolio of municipal securities having an
intermediate dollar-weighted average life tends to produce a
higher level of income than a portfolio of municipal securities
having a shorter dollar-weighted average life and has less net
asset value volatility than a portfolio of municipal securities
having a longer dollar-weighted average life, although such
differences cannot be assured. In addition, market prices of
municipal securities with intermediate lives generally fluctuate
more in response to changes in interest rates than do market
prices of municipal securities with shorter lives but generally
fluctuate less than market prices of municipal securities with
longer lives.
Interest Rate Risk
. Interest rate risk refers to the risk
that bond prices generally fall as interest rates rise;
conversely, bond prices generally rise as interest rates fall.
Specific bonds differ in their sensitivity to changes in
interest rates depending on their individual characteristics.
One measure of this sensitivity is called duration. The longer
the duration of a particular bond, the greater its price
sensitivity is to interest rates. Similarly, a longer duration
portfolio of securities has greater price sensitivity. Falling
interest rates may also prompt some issuers to refinance
existing debt, which could affect the Funds performance.
Liquidity Risk
. A security is considered to be illiquid
if the Fund is unable to sell such security at a fair price
within a reasonable amount of time. A security may be deemed
illiquid due to a lack of trading volume in the security or if
the security is privately placed and not traded in any public
market or is otherwise restricted from trading. The Fund may be
unable to sell illiquid securities at the time or price it
desires and could lose its entire investment in such securities.
Further, certain restricted securities require special
registration, liabilities and costs, and pose valuation
difficulties.
Management Risk
. The investment techniques and risk
analysis used by the Funds portfolio managers may not
produce the desired results.
Market Risk
. The prices of and the income generated by
the Funds securities may decline in response to, among
other things, investor sentiment, general economic and market
conditions, regional or global instability, and currency and
interest rate fluctuations.
Municipal Issuer Focus Risk
. The Fund generally considers
investments in municipal securities not to be subject to
industry concentration policies (issuers of municipal securities
as a group is not an industry) and the Fund may invest in
municipal securities issued by entities having similar
characteristics. The issuers may be located in the same
geographic area or may pay their interest obligations from
revenue of similar projects, such as hospitals, airports,
utility systems and housing finance agencies. This may make the
Funds investments more susceptible to similar social,
economic, political or regulatory occurrences. As the similarity
in issuers increases, the potential for fluctuation in the
Funds net asset value also increases. From time to time,
the Funds investments may include securities as to which
the Fund, by itself or together with other funds or accounts
managed by the Adviser, holds a major portion or all of an issue
of municipal securities. Because there may be relatively few
potential purchasers for such investments and, in some cases,
there may be contractual restrictions on resales, the Fund may
find it more difficult to sell such securities at a time when
the Adviser believes it is advisable to do so.
Municipal Securities Risk
. The Fund may invest in
municipal securities. Constitutional amendments, legislative
enactments, executive orders, administrative regulations, voter
initiatives, and the issuers regional economic conditions
may affect the municipal securitys value, interest
payments, repayment of principal and the Funds ability to
sell it. Revenue bonds are generally not backed by the taxing
power of the issuing municipality. To the extent that a
municipal security is not heavily followed by the investment
community or such security issue is relatively small, the
security may be difficult to value or sell at a desirable price.
If the Internal Revenue Service determines that an issuer of a
municipal security has not complied with applicable tax
requirements, interest from the security could be treated as
taxable, which could result in a decline in the securitys
value. In addition, there could be changes in applicable tax
laws or tax treatments that reduce or eliminate the current
federal income tax exemption on municipal securities or
otherwise adversely affect the current federal or state tax
status of municipal securities.
Reinvestment Risk
. Reinvestment risk is the risk that a
bonds cash flows (coupon income and principal repayment)
will be reinvested at an interest rate below that on the
original bond. If interest rates decline, the underlying bond
may rise in value, but the cash flows received from that bond
may have to be reinvested at a lower interest rate.
Synthetic Securities Risk
. Fluctuations in the values of
synthetic securities may not correlate perfectly with the
instruments they are designed to replicate. Synthetic securities
may be subject to interest rate changes, market price
fluctuations, counterparty risk and liquidity risk.
Portfolio
Holdings
A description of Fund policies and procedures with respect to
the disclosure of Fund portfolio holdings is available in the
SAI, which is available at www.invesco.com/us.
The
Adviser(s)
Invesco Advisers, Inc. (Invesco or the Adviser) serves as the
Funds investment adviser. The Adviser manages the
investment operations of the Fund as well as other investment
portfolios that encompass a broad range of investment
objectives, and has agreed to perform or arrange for the
performance of the Funds
day-to-day
management. The Adviser is located at 1555 Peachtree Street,
N.E., Atlanta, Georgia 30309. The Adviser, as successor in
interest to multiple investment advisers, has been an investment
adviser since 1976.
Pending Litigation.
Detailed information
concerning pending litigation can be found in the SAI.
Adviser
Compensation
During the fiscal year ended February 29, 2012, the Adviser
received compensation of 0.26% of Invesco Tax-Free Intermediate
Funds average daily net assets.
4 Invesco
Tax-Free Intermediate Fund
A discussion regarding the basis for the Board of Trustees
approval of the investment advisory agreement and investment
sub-advisory
agreements of the Fund is available in the Funds most
recent semi-annual report to shareholders for the six-month
period ended August 31.
Portfolio
Managers
The following individuals are jointly and primarily responsible
for the
day-to-day
management of the Funds portfolio:
|
|
n
|
Thomas Byron, Portfolio Manager, who has been responsible for
the Fund since 2011 and has been associated with Invesco and/or
its affiliates since 2010. From 1981 to 2010, Mr. Byron was
associated with Van Kampen Asset Management and/or its
affiliates in an investment management capacity.
|
|
n
|
Robert Stryker, Portfolio Manager, who has been responsible for
the Fund since 2011 and has been associated with Invesco and/or
its affiliates since 2010. From 1994 to 2010, Mr. Stryker was
associated with Van Kampen Asset Management and/or its
affiliates in an investment management capacity.
|
|
|
n
|
Robert Wimmel, Portfolio Manager, who has been responsible for
the Fund since 2011 and has been associated with Invesco and/or
its affiliates since 2010. From 1996 to 2010, Mr. Wimmel was
associated with Van Kampen Asset Management and/or its
affiliates in an investment management capacity.
|
More information on the portfolio managers may be found at
www.invesco.com/us. The Web site is not part of this prospectus.
The Funds SAI provides additional information about the
portfolio managers investments in the Fund, a description
of the compensation structure and information regarding other
accounts managed.
Dividends
and Distributions
The Fund expects, based on its investment objective and
strategies, that its distributions, if any, will consist
primarily of tax-exempt income.
Dividends
The Fund generally declares dividends from net investment income
daily and pays them monthly.
Capital Gains
Distributions
The Fund generally distributes long-term and short-term capital
gains (net of any available capital loss carryovers), if any, at
least annually. Capital gains distributions may vary
considerably from year to year as a result of the Funds
normal investment activities and cash flows. During a time of
economic volatility, a fund may experience capital losses and
unrealized depreciation in value of investments, the effect of
which may be to reduce or eliminate capital gains distributions
for a period of time. Even though a fund may experience a
current year loss, it may nonetheless distribute prior year
capital gains.
Barclays Municipal Bond Index is an unmanaged index considered
representative of the tax-exempt bond market.
BofA Merrill Lynch 3-7 Year Municipal Index consists of bonds
with an outstanding par greater than or equal to
$25 million and a maturity range between three and seven
years.
Lipper Intermediate Municipal Debt Funds Index is an unmanaged
index considered representative of intermediate municipal debt
funds tracked by Lipper.
5 Invesco
Tax-Free Intermediate Fund
The financial highlights show the Funds financial history
for the past five fiscal years or, if shorter, the period of
operations of the Fund or any of its share classes. The
financial highlights tables are intended to help you understand
each Funds financial performance. Certain information
reflects financial results for a single Fund share. Only
Institutional Class is offered in this prospectus.
The total returns in the tables represent the rate that an
investor would have earned (or lost) on an investment in each
Fund (assuming reinvestment of all dividends and distributions).
The information has been audited by PricewaterhouseCoopers LLP,
whose report, along with the Funds financial statements,
is included in the Funds annual report, which is available
upon request.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratio of
|
|
Ratio of
|
|
|
|
|
|
|
|
|
|
|
Net gains
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
expenses
|
|
expenses
|
|
|
|
|
|
|
|
|
|
|
(losses) on
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
to average
|
|
to average net
|
|
Ratio of net
|
|
|
|
|
Net asset
|
|
|
|
securities
|
|
|
|
Dividends
|
|
Distributions
|
|
|
|
|
|
|
|
|
|
net assets
|
|
assets without
|
|
investment
|
|
|
|
|
value,
|
|
Net
|
|
(both
|
|
Total from
|
|
from net
|
|
from net
|
|
|
|
Net asset
|
|
|
|
Net assets,
|
|
with fee waivers
|
|
fee waivers
|
|
income
|
|
|
|
|
beginning
|
|
investment
|
|
realized and
|
|
investment
|
|
investment
|
|
realized
|
|
Total
|
|
value, end
|
|
Total
|
|
end of period
|
|
and/or
expenses
|
|
and/or
expenses
|
|
to average
|
|
Portfolio
|
|
|
of period
|
|
income
|
|
unrealized)
|
|
operations
|
|
income
|
|
gains
|
|
distributions
|
|
of period
|
|
return
(a)
|
|
(000s omitted)
|
|
absorbed
|
|
absorbed
|
|
net assets
|
|
turnover
(b)
|
|
|
Class A
|
Year ended
02/29/12
|
|
$
|
11.12
|
|
|
$
|
0.36
|
(c)
|
|
$
|
0.72
|
|
|
$
|
1.08
|
|
|
$
|
(0.39
|
)
|
|
$
|
|
|
|
$
|
(0.39
|
)
|
|
$
|
11.81
|
|
|
|
9.88
|
%
|
|
$
|
1,064,169
|
|
|
|
0.60
|
%
(d)
|
|
|
0.60
|
%
(d)
|
|
|
3.14
|
%
(d)
|
|
|
11
|
%
|
Year ended
02/28/11
|
|
|
11.19
|
|
|
|
0.36
|
(c)
|
|
|
(0.13
|
)
|
|
|
0.23
|
|
|
|
(0.30
|
)
|
|
|
|
|
|
|
(0.30
|
)
|
|
|
11.12
|
|
|
|
2.10
|
|
|
|
1,033,795
|
|
|
|
0.60
|
|
|
|
0.60
|
|
|
|
3.20
|
|
|
|
18
|
|
Eleven months ended
02/28/10
|
|
|
10.72
|
|
|
|
0.33
|
(c)
|
|
|
0.49
|
|
|
|
0.82
|
|
|
|
(0.35
|
)
|
|
|
|
|
|
|
(0.35
|
)
|
|
|
11.19
|
|
|
|
7.80
|
|
|
|
1,552,931
|
|
|
|
0.63
|
(e)
|
|
|
0.63
|
(e)
|
|
|
3.23
|
(e)
|
|
|
8
|
|
Year ended
03/31/09
|
|
|
10.70
|
|
|
|
0.46
|
(c)
|
|
|
(0.02
|
)
|
|
|
0.44
|
|
|
|
(0.41
|
)
|
|
|
(0.01
|
)
|
|
|
(0.42
|
)
|
|
|
10.72
|
|
|
|
4.18
|
|
|
|
224,508
|
|
|
|
0.69
|
|
|
|
0.69
|
|
|
|
4.32
|
|
|
|
22
|
|
Year ended
03/31/08
|
|
|
10.76
|
|
|
|
0.43
|
(c)
|
|
|
0.02
|
|
|
|
0.45
|
|
|
|
(0.43
|
)
|
|
|
(0.08
|
)
|
|
|
(0.51
|
)
|
|
|
10.70
|
|
|
|
4.24
|
|
|
|
37,865
|
|
|
|
0.73
|
|
|
|
0.73
|
|
|
|
3.93
|
|
|
|
19
|
|
Year ended
03/31/07
|
|
|
10.92
|
|
|
|
0.46
|
|
|
|
(0.12
|
)
|
|
|
0.34
|
|
|
|
(0.45
|
)
|
|
|
(0.05
|
)
|
|
|
(0.50
|
)
|
|
|
10.76
|
|
|
|
3.23
|
|
|
|
38,156
|
|
|
|
0.75
|
|
|
|
0.75
|
|
|
|
3.99
|
|
|
|
11
|
|
|
Class A2
|
Year ended
02/29/12
|
|
|
11.12
|
|
|
|
0.39
|
(c)
|
|
|
0.73
|
|
|
|
1.12
|
|
|
|
(0.42
|
)
|
|
|
|
|
|
|
(0.42
|
)
|
|
|
11.82
|
|
|
|
10.25
|
|
|
|
112,293
|
|
|
|
0.35
|
(d)
|
|
|
0.35
|
(d)
|
|
|
3.39
|
(d)
|
|
|
11
|
|
Year ended
02/28/11
|
|
|
11.20
|
|
|
|
0.39
|
(c)
|
|
|
(0.14
|
)
|
|
|
0.25
|
|
|
|
(0.33
|
)
|
|
|
|
|
|
|
(0.33
|
)
|
|
|
11.12
|
|
|
|
2.26
|
|
|
|
96,998
|
|
|
|
0.35
|
|
|
|
0.35
|
|
|
|
3.45
|
|
|
|
18
|
|
Eleven months ended
02/28/10
|
|
|
10.72
|
|
|
|
0.35
|
(c)
|
|
|
0.51
|
|
|
|
0.86
|
|
|
|
(0.38
|
)
|
|
|
|
|
|
|
(0.38
|
)
|
|
|
11.20
|
|
|
|
8.14
|
|
|
|
109,342
|
|
|
|
0.38
|
(e)
|
|
|
0.38
|
(e)
|
|
|
3.48
|
(e)
|
|
|
8
|
|
Year ended
03/31/09
|
|
|
10.70
|
|
|
|
0.48
|
(c)
|
|
|
(0.02
|
)
|
|
|
0.46
|
|
|
|
(0.43
|
)
|
|
|
(0.01
|
)
|
|
|
(0.44
|
)
|
|
|
10.72
|
|
|
|
4.44
|
|
|
|
116,422
|
|
|
|
0.44
|
|
|
|
0.44
|
|
|
|
4.57
|
|
|
|
22
|
|
Year ended
03/31/08
|
|
|
10.76
|
|
|
|
0.45
|
(c)
|
|
|
0.02
|
|
|
|
0.47
|
|
|
|
(0.45
|
)
|
|
|
(0.08
|
)
|
|
|
(0.53
|
)
|
|
|
10.70
|
|
|
|
4.50
|
|
|
|
167,381
|
|
|
|
0.48
|
|
|
|
0.48
|
|
|
|
4.18
|
|
|
|
19
|
|
Year ended
03/31/07
|
|
|
10.92
|
|
|
|
0.46
|
|
|
|
(0.09
|
)
|
|
|
0.37
|
|
|
|
(0.48
|
)
|
|
|
(0.05
|
)
|
|
|
(0.53
|
)
|
|
|
10.76
|
|
|
|
3.49
|
|
|
|
145,563
|
|
|
|
0.50
|
|
|
|
0.50
|
|
|
|
4.24
|
|
|
|
11
|
|
|
Class Y
|
Year ended
02/29/12
|
|
|
11.11
|
|
|
|
0.39
|
(c)
|
|
|
0.73
|
|
|
|
1.12
|
|
|
|
(0.42
|
)
|
|
|
|
|
|
|
(0.42
|
)
|
|
|
11.81
|
|
|
|
10.26
|
|
|
|
263,693
|
|
|
|
0.35
|
(d)
|
|
|
0.35
|
(d)
|
|
|
3.39
|
(d)
|
|
|
11
|
|
Year ended
02/28/11
|
|
|
11.19
|
|
|
|
0.39
|
(c)
|
|
|
(0.14
|
)
|
|
|
0.25
|
|
|
|
(0.33
|
)
|
|
|
|
|
|
|
(0.33
|
)
|
|
|
11.11
|
|
|
|
2.26
|
|
|
|
131,884
|
|
|
|
0.35
|
|
|
|
0.35
|
|
|
|
3.45
|
|
|
|
18
|
|
Eleven months ended
02/28/10
|
|
|
10.72
|
|
|
|
0.35
|
(c)
|
|
|
0.50
|
|
|
|
0.85
|
|
|
|
(0.38
|
)
|
|
|
|
|
|
|
(0.38
|
)
|
|
|
11.19
|
|
|
|
8.05
|
|
|
|
107,447
|
|
|
|
0.38
|
(e)
|
|
|
0.38
|
(e)
|
|
|
3.48
|
(e)
|
|
|
8
|
|
Year ended
03/31/09
(f)
|
|
|
10.42
|
|
|
|
0.24
|
(c)
|
|
|
0.28
|
|
|
|
0.52
|
|
|
|
(0.21
|
)
|
|
|
(0.01
|
)
|
|
|
(0.22
|
)
|
|
|
10.72
|
|
|
|
5.01
|
|
|
|
29,834
|
|
|
|
0.45
|
(e)
|
|
|
0.45
|
(e)
|
|
|
4.56
|
(e)
|
|
|
22
|
|
|
Institutional Class
|
Year ended
02/29/12
|
|
|
11.11
|
|
|
|
0.38
|
(c)
|
|
|
0.72
|
|
|
|
1.10
|
|
|
|
(0.41
|
)
|
|
|
|
|
|
|
(0.41
|
)
|
|
|
11.80
|
|
|
|
10.11
|
|
|
|
20,598
|
|
|
|
0.40
|
(d)
|
|
|
0.40
|
(d)
|
|
|
3.34
|
(d)
|
|
|
11
|
|
Year ended
02/28/11
|
|
|
11.18
|
|
|
|
0.39
|
(c)
|
|
|
(0.13
|
)
|
|
|
0.26
|
|
|
|
(0.33
|
)
|
|
|
|
|
|
|
(0.33
|
)
|
|
|
11.11
|
|
|
|
2.36
|
|
|
|
7,395
|
|
|
|
0.35
|
|
|
|
0.35
|
|
|
|
3.45
|
|
|
|
18
|
|
Eleven months ended
02/28/10
|
|
|
10.70
|
|
|
|
0.35
|
(c)
|
|
|
0.51
|
|
|
|
0.86
|
|
|
|
(0.38
|
)
|
|
|
|
|
|
|
(0.38
|
)
|
|
|
11.18
|
|
|
|
8.14
|
|
|
|
7,990
|
|
|
|
0.37
|
(e)
|
|
|
0.37
|
(e)
|
|
|
3.49
|
(e)
|
|
|
8
|
|
Year ended
03/31/09
|
|
|
10.69
|
|
|
|
0.48
|
(c)
|
|
|
(0.03
|
)
|
|
|
0.45
|
|
|
|
(0.43
|
)
|
|
|
(0.01
|
)
|
|
|
(0.44
|
)
|
|
|
10.70
|
|
|
|
4.28
|
|
|
|
2,344
|
|
|
|
0.50
|
|
|
|
0.50
|
|
|
|
4.51
|
|
|
|
22
|
|
Year ended
03/31/08
|
|
|
10.75
|
|
|
|
0.45
|
(c)
|
|
|
0.02
|
|
|
|
0.47
|
|
|
|
(0.45
|
)
|
|
|
(0.08
|
)
|
|
|
(0.53
|
)
|
|
|
10.69
|
|
|
|
4.46
|
|
|
|
879
|
|
|
|
0.53
|
|
|
|
0.53
|
|
|
|
4.13
|
|
|
|
19
|
|
Year ended
03/31/07
|
|
|
10.92
|
|
|
|
0.46
|
|
|
|
(0.10
|
)
|
|
|
0.36
|
|
|
|
(0.48
|
)
|
|
|
(0.05
|
)
|
|
|
(0.53
|
)
|
|
|
10.75
|
|
|
|
3.43
|
|
|
|
3,215
|
|
|
|
0.52
|
|
|
|
0.52
|
|
|
|
4.22
|
|
|
|
11
|
|
|
|
|
|
(a)
|
|
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. Does
not include sales charges and is not annualized for periods less
than one year, if applicable.
|
(b)
|
|
Portfolio turnover is calculated at the fund level and is not
annualized for periods less than one year, if applicable.
|
(c)
|
|
Calculated using average shares outstanding.
|
(d)
|
|
Ratios are based on average daily net assets (000s) of
$1,008,095, $102,690, $210,287 and $13,997 for Class A,
Class A2, Class Y and Institutional Class shares,
respectively.
|
(e)
|
|
Annualized.
|
(f)
|
|
Commencement date of October 3, 2008 for Class Y
shares.
|
6 Invesco
Tax-Free Intermediate Fund
Hypothetical
Investment and Expense Information
In connection with the final settlement reached between Invesco
and certain of its affiliates with certain regulators, including
the New York Attorney Generals Office, the SEC and the
Colorado Attorney Generals Office (the settlement) arising
out of certain market timing and unfair pricing allegations made
against Invesco and certain of its affiliates, Invesco and
certain of its affiliates agreed, among other things, to
disclose certain hypothetical information regarding investment
and expense information to Fund shareholders. The chart below is
intended to reflect the annual and cumulative impact of the
Funds expenses, including investment advisory fees and
other Fund costs, on the Funds returns over a
10-year
period. The example reflects the following:
|
|
|
|
n
|
You invest $10,000 in the Fund and hold it for the entire
10-year
period; and
|
|
n
|
Your investment has a 5% return before expenses each year.
|
There is no assurance that the annual expense ratio will be the
expense ratio for the Fund classes for any of the years shown.
This is only a hypothetical presentation made to illustrate what
expenses and returns would be under the above scenarios; your
actual returns and expenses are likely to differ (higher or
lower) from those shown below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INSTITUTIONAL
|
|
Year 1
|
|
Year 2
|
|
Year 3
|
|
Year 4
|
|
Year 5
|
|
Year 6
|
|
Year 7
|
|
Year 8
|
|
Year 9
|
|
Year 10
|
|
|
Annual Expense
Ratio
1
|
|
|
0
|
.40%
|
|
|
0
|
.40%
|
|
|
0
|
.40%
|
|
|
0
|
.40%
|
|
|
0
|
.40%
|
|
|
0
|
.40%
|
|
|
0
|
.40%
|
|
|
0
|
.40%
|
|
|
0
|
.40%
|
|
|
0
|
.40%
|
Cumulative Return Before Expenses
|
|
|
5
|
.00%
|
|
|
10
|
.25%
|
|
|
15
|
.76%
|
|
|
21
|
.55%
|
|
|
27
|
.63%
|
|
|
34
|
.01%
|
|
|
40
|
.71%
|
|
|
47
|
.75%
|
|
|
55
|
.13%
|
|
|
62
|
.89%
|
Cumulative Return After Expenses
|
|
|
4
|
.60%
|
|
|
9
|
.41%
|
|
|
14
|
.44%
|
|
|
19
|
.71%
|
|
|
25
|
.22%
|
|
|
30
|
.98%
|
|
|
37
|
.00%
|
|
|
43
|
.30%
|
|
|
49
|
.89%
|
|
|
56
|
.79%
|
End of Year Balance
|
|
$
|
10,460
|
.00
|
|
$
|
10,941
|
.16
|
|
$
|
11,444
|
.45
|
|
$
|
11,970
|
.90
|
|
$
|
12,521
|
.56
|
|
$
|
13,097
|
.55
|
|
$
|
13,700
|
.04
|
|
$
|
14,330
|
.24
|
|
$
|
14,989
|
.43
|
|
$
|
15,678
|
.95
|
Estimated Annual Expenses
|
|
$
|
40
|
.92
|
|
$
|
42
|
.80
|
|
$
|
44
|
.77
|
|
$
|
46
|
.83
|
|
$
|
48
|
.98
|
|
$
|
51
|
.24
|
|
$
|
53
|
.60
|
|
$
|
56
|
.06
|
|
$
|
58
|
.64
|
|
$
|
61
|
.34
|
|
|
|
|
|
1 Your actual expenses may be higher or lower than those
shown.
|
|
|
7 Invesco
Tax-Free Intermediate Fund
Shareholder
Account Information
In addition to the Fund(s), Invesco serves as investment adviser
to many other mutual funds. The following information is about
the Institutional Classes of the Invesco Funds and Invesco Van
Kampen Funds (Invesco Funds or Funds), which are offered only to
certain eligible institutional investors.
If shares of the Funds are held in an account maintained by an
intermediary or in the name of a conduit investment vehicle (and
not in the name of an individual investor), the intermediary or
conduit investment vehicle may impose rules which differ from,
and/or charge a transaction or other fee in addition to, those
described in this prospectus.
Additional information is available on the Internet at
www.invesco.com/us.
Go to the tab for Accounts & Services, then
click on Service Center, or consult the Funds
SAI, which is available on that same Web site or upon request
free of charge. The Web site is not part of this prospectus.
Suitability
for Investors
The Institutional Class of the Fund is intended solely for use
by institutional investors. The Institutional Class of the Fund
is not intended for investments on behalf of individual high net
worth investors. Initial investments in the Institutional Class
of the Fund must be at least $10 million, regardless of
whether such investment is made directly or through an omnibus
account, unless such investment is made by an institutional
investor that is (i) an investment company, as defined
under the Investment Company Act of 1940, as amended, that is
part of a family of investment companies which own in the
aggregate at least $100 million in securities, (ii) a
defined contribution plan with at least $100 million of
combined defined contribution and defined benefit plan assets,
(iii) investing through a retirement platform that
administers at least $2.5 billion in retirement plan assets
and trades multiple plans through an omnibus account, or
(iv) a defined contribution or defined benefit plan making
a minimum investment of at least $1 million in each Fund in
which it invests. There is no minimum initial investment
requirement for those institutional investors described in
(i) (iii) above. A family of investment companies
means any two or more investment companies registered under the
Investment Company Act of 1940, as amended, that have the same
investment adviser.
Institutional investors eligible for the Institutional Class of
the Fund are: banks, trust companies, collective trust funds,
entities acting for the account of a public entity (e.g.,
Taft-Hartley funds, states, cities or government agencies),
funds of funds or other pooled investment vehicles, financial
intermediaries and corporations investing for their own
accounts, defined benefit plans, endowments, foundations and
defined contribution plans offered pursuant to
Sections 401, 457, 403(a), (b) or (c) of the
Internal Revenue Code. Defined contribution plans offered
pursuant to Section 403(b) must be sponsored by a
Section 501(c)(3) organization.
Purchasing
Shares
Shareholders invested in the Institutional Class of the Fund are
eligible only for institutional level of services, which
generally means the processing of no more than one net
transaction each day. If you hold your shares through a
financial intermediary, your eligibility to purchase shares and
the terms by which you may purchase, redeem and exchange shares
may differ depending on that institutions policies.
Shares Sold
Without Sales Charges
You will not pay an initial or contingent deferred sales charge
on purchases of any Institutional Class shares.
How to Purchase
Shares
|
|
|
|
|
Purchase Options
|
|
|
Opening An Account
|
|
Adding To An Account
|
|
Through a Financial Adviser or Financial Intermediary
|
|
Contact your financial adviser or financial intermediary. The
financial adviser or financial intermediary should mail your
completed account application to the transfer agent,
|
|
Contact your financial adviser or financial intermediary.
|
|
|
Invesco Investment Services, Inc.,
P.O. Box 219078,
Kansas City, MO 64121-9078.
|
|
|
The financial adviser or financial intermediary should call the
transfer agent at
(800) 659-1005
to receive a reference number. Then, use the following wire
instructions:
|
|
|
Beneficiary Bank
ABA/Routing #: 011001234
Beneficiary Account Number: 729639
Beneficiary Account Name: Invesco Investment Services, Inc.
RFB: Fund Name, Reference #
OBI: Your Name, Account #
|
By Telephone and Wire
|
|
Open your account through a financial adviser or financial
intermediary as described above.
|
|
Call the transfer agent at (800) 659-1005 and wire payment for
your purchase order in accordance with the wire instructions
listed above.
|
|
Purchase orders will not be processed unless the account
application and purchase payment are received in good order. In
accordance with the USA PATRIOT Act, if you fail to provide all
the required information requested in the current account
application, your purchase order will not be processed.
Additionally, federal law requires that the Fund verify and
record your identifying information.
Automatic
Dividend and Distribution Investment
All of your dividends and distributions may be paid in cash or
reinvested in the same Fund at net asset value. Unless you
specify otherwise, your dividends and distributions will
automatically be reinvested in the same Fund.
Redeeming
Shares
|
|
|
How to Redeem Shares
|
|
Through a Financial Adviser or Financial Intermediary
|
|
Contact your financial adviser or financial intermediary
(including your retirement plan administrator). Redemption
proceeds will be sent in accordance with the wire instructions
specified in the account application provided to the transfer
agent. The transfer agent must receive your financial
advisers or financial intermediarys call before the
close of the customary trading session of the New York Stock
Exchange (NYSE) on days the NYSE is open for business in order
to effect the redemption at that days closing price.
Please contact your financial adviser or financial intermediary
with respect to reporting of cost basis and available elections
for your account.
|
By Telephone
|
|
A person who has been authorized in the account application to
effect transactions may make redemptions by telephone. You must
call the transfer agent before the close of the customary
trading session of the NYSE on days the NYSE is open for
business in order to effect the redemption at that days
closing price.
|
|
A-1 The
Invesco FundsInstitutional Class
INSTCL06/12
Timing and Method
of Payment
We normally will send out redemption proceeds within one
business day, and in any event no more than seven days, after
your redemption request is received in good order (meaning that
all necessary information and documentation related to the
redemption request have been provided to the transfer agent). If
your request is not in good order, we may require additional
documentation in order to redeem your shares. Payment may be
postponed under unusual circumstances, as allowed by the
Securities and Exchange Commission (SEC), such as when the NYSE
restricts or suspends trading.
If you redeem by telephone, we will transmit the amount of
redemption proceeds electronically to your pre-authorized bank
account.
We use reasonable procedures to confirm that instructions
communicated via telephone are genuine, and we are not liable
for losses arising from actions taken in accordance with
instructions that are reasonably believed to be genuine.
Redemptions in
Kind
Although the Funds generally intend to pay redemption proceeds
solely in cash, the Funds reserve the right to determine in
their sole discretion whether to satisfy redemption requests by
making payment in securities or other property (known as a
redemption in kind).
Redemptions
Initiated by the Funds
If the Fund determines that you have not provided a correct
Social Security or other tax ID number on your account
application, or the Fund is not able to verify your identity as
required by law, the Fund may, at its discretion, redeem the
account and distribute the proceeds to you.
Exchanging
Shares
You may, under most circumstances, exchange Institutional Class
shares in one Fund for Institutional Class shares of another
Fund. An exchange is the purchase of shares in one Fund which is
paid for with the proceeds from a redemption of shares of
another Fund effectuated on the same day. Any gain on the
transaction may be subject to federal income tax. Before
requesting an exchange, review the prospectus of the Fund you
wish to acquire.
All exchanges are subject to the limitations set forth in the
prospectuses of the Funds. If you wish to exchange shares of one
Fund for those of another Fund, you must consult the prospectus
of the Fund whose shares you wish to acquire to determine
whether the Fund is offering shares to new investors and whether
you are eligible to acquire shares of that Fund.
Exchange
Conditions
The following conditions apply to all exchanges:
|
|
n
|
Shares must have been held for at least one day prior to the
exchange with the exception of dividends and distributions that
are reinvested; and
|
n
|
If you have physical share certificates, you must return them to
the transfer agent in order to effect the exchange.
|
Under unusual market conditions, a Fund may delay the exchange
of shares for up to five business days if it determines that it
would be materially disadvantaged by the immediate transfer of
exchange proceeds. The exchange privilege is not an option or
right to purchase shares.
Any of the participating Funds or the distributor may modify or
terminate this privilege at any time.
Rights
Reserved by the Funds
Each Fund and its agent reserves the right at any time to:
|
|
n
|
Reject or cancel all or any part of any purchase or exchange
order.
|
n
|
Modify any terms or conditions related to the purchase,
redemption or exchange of shares of any Fund.
|
n
|
Suspend, change or withdraw all or any part of the offering made
by this prospectus.
|
Excessive
Short-Term Trading Activity (Market Timing)
Disclosures
While the Funds provide their shareholders with daily liquidity,
their investment programs are designed to serve long-term
investors and are not designed to accommodate excessive
short-term trading activity in violation of our policies
described below. Excessive short-term trading activity in the
Funds shares (i.e., a purchase of Fund shares followed
shortly thereafter by a redemption of such shares, or vice
versa) may hurt the long-term performance of certain Funds by
requiring them to maintain an excessive amount of cash or to
liquidate portfolio holdings at a disadvantageous time, thus
interfering with the efficient management of such Funds by
causing them to incur increased brokerage and administrative
costs. Where excessive short-term trading activity seeks to take
advantage of arbitrage opportunities from stale prices for
portfolio securities, the value of Fund shares held by long-term
investors may be diluted. The Funds Boards of Trustees
(collectively, the Board) have adopted policies and procedures
designed to discourage excessive or short-term trading of Fund
shares for all Funds. However, there is the risk that these
Funds policies and procedures will prove ineffective in
whole or in part to detect or prevent excessive or short-term
trading. These Funds may alter their policies at any time
without prior notice to shareholders if the adviser believes the
change would be in the best interests of long-term shareholders.
Invesco and certain of its corporate affiliates (Invesco and
such affiliates, collectively, the Invesco Affiliates) currently
use the following tools designed to discourage excessive
short-term trading in the retail Funds:
|
|
n
|
Trade activity monitoring.
|
n
|
Trading guidelines.
|
|
|
n
|
The use of fair value pricing consistent with procedures
approved by the Board.
|
Each of these tools is described in more detail below. Although
these tools are designed to discourage excessive short-term
trading, you should understand that none of these tools alone
nor all of them taken together eliminate the possibility that
excessive short-term trading activity in the Funds will occur.
Moreover, each of these tools involves judgments that are
inherently subjective. Invesco Affiliates seek to make these
judgments to the best of their abilities in a manner that they
believe is consistent with long-term shareholder interests.
Trade Activity
Monitoring
Invesco Affiliates monitor selected trades on a daily basis in
an effort to detect excessive short-term trading activities. If,
as a result of this monitoring, Invesco Affiliates believe that
a shareholder has engaged in excessive short-term trading, they
will seek to act in a manner that they believe is consistent
with the best interests of long-term investors, which may
include taking steps such as (i) asking the shareholder to
take action to stop such activities or (ii) refusing to
process future purchases or exchanges related to such activities
in the shareholders accounts other than exchanges into a
money market Fund. Invesco Affiliates will use reasonable
efforts to apply the Funds policies uniformly given the
practical limitations described above.
The ability of Invesco Affiliates to monitor trades that are
made through accounts that are maintained by intermediaries
(rather than the Funds transfer agent) and through conduit
investment vehicles may be severely limited or non-existent.
Trading
Guidelines
If a Fund or Invesco Affiliates, in their sole discretion
determine that your short-term trading activity is excessive,
the Fund may, in its sole discretion, reject any additional
purchase and exchange orders.
A-2 The
Invesco FundsInstitutional Class
Purchase Blocking
Policy
The Funds (except those listed below) have adopted a policy
under which any shareholder redeeming shares having a value of
$5,000 or more from a Fund on any trading day will be precluded
from investing in that Fund for 30 calendar days after the
redemption transaction date. The policy applies to redemptions
and purchases that are part of exchange transactions. Under the
purchase blocking policy, certain purchases will not be
prevented and certain redemptions will not trigger a purchase
block, such as: purchases and redemptions of shares having a
value of less than $5,000; systematic purchase, redemption and
exchange account options; transfers of shares within the same
Fund; non-discretionary rebalancing in
fund-of-funds;
asset allocation features; fee-based accounts; account
maintenance fees; small balance account fees; plan-level omnibus
retirement plans or employee benefit plans; death and disability
and hardship distributions; loan transactions; transfers of
assets; retirement plan rollovers; IRA conversions and
re-characterizations; and mandatory distributions from
retirement accounts.
The Funds reserve the right to modify any of the parameters
(including those not listed above) of the purchase blocking
policy at any time. Further, the purchase blocking policy may be
waived with respect to specific shareholder accounts in those
instances where Invesco Advisers, Inc. (Invesco)
determines that its surveillance procedures are adequate to
detect frequent trading in Fund shares.
To the extent that certain systems or intermediaries (such as
investment dealers holding shareholder accounts in street name,
retirement plan record keepers, insurance company separate
accounts and bank trust companies) are unable to apply the
purchase blocking policy, Invesco will work with those system
providers or intermediaries to apply their own procedures,
provided that Invesco believes the procedures are reasonably
designed to enforce the frequent trading policies of the Funds.
You should refer to disclosures provided by the intermediaries
with which you have an account to determine the specific trading
restrictions that apply to you. If Invesco identifies any
activity that may constitute frequent trading, it reserves the
right to contact the intermediary and request that the
intermediary either provide information regarding an account
owners transactions or restrict the account owners
trading. There is no guarantee that all instances of frequent
trading in fund shares will be prevented.
The purchase blocking policy does not apply to Invesco Money
Market Fund, Invesco Tax-Exempt Cash Fund, Premier Portfolio,
Premier Tax-Exempt Portfolio and Premier U.S. Government
Money Portfolio.
Fair Value
Pricing
Securities owned by a Fund are to be valued at current market
value if market quotations are readily available. All other
securities and assets of a Fund for which market quotations are
not readily available are to be valued at fair value determined
in good faith using procedures approved by the Board. An effect
of fair value pricing may be to reduce the ability of frequent
traders to take advantage of arbitrage opportunities resulting
from potentially stale prices of portfolio holdings.
However, it cannot eliminate the possibility of frequent trading.
Pricing
of Shares
Determination of
Net Asset Value
The price of each Funds shares is the Funds net
asset value per share. The Funds value portfolio securities for
which market quotations are readily available at market value.
The Funds value all other securities and assets for which market
quotations are unavailable or unreliable at their fair value in
good faith using procedures approved by the Board. The Board has
delegated the daily determination of good faith fair value
methodologies to Invescos Valuation Committee, which acts
in accordance with Board approved policies. On a quarterly
basis, Invesco provides the Board various reports indicating the
quality and effectiveness of its fair value decisions on
portfolio holdings. Securities and other assets quoted in
foreign currencies are valued in U.S. dollars based on the
prevailing exchange rates on that day.
Even when market quotations are available, they may be stale or
unreliable because the security is not traded frequently,
trading on the security ceased before the close of the trading
market or issuer specific events occurred after the security
ceased trading or because of the passage of time between the
close of the market on which the security trades and the close
of the NYSE and when the Fund calculates its net asset value.
Issuer specific events may cause the last market quotation to be
unreliable. Such events may include a merger or insolvency,
events which affect a geographical area or an industry segment,
such as political events or natural disasters, or market events,
such as a significant movement in the U.S. market. Where market
quotations are not readily available, including where Invesco
determines that the closing price of the security is unreliable,
Invesco will value the security at fair value in good faith
using procedures approved by the Board. Fair value pricing may
reduce the ability of frequent traders to take advantage of
arbitrage opportunities resulting from potentially
stale prices of portfolio holdings. However, it
cannot eliminate the possibility of frequent trading.
Fair value is that amount that the owner might reasonably expect
to receive for the security upon its current sale. Fair value
requires consideration of all appropriate factors, including
indications of fair value available from pricing services. A
fair value price is an estimated price and may vary from the
prices used by other mutual funds to calculate their net asset
values.
Invesco may use indications of fair value from pricing services
approved by the Board. In other circumstances, the Invesco
Valuation Committee may fair value securities in good faith
using procedures approved by the Board. As a means of evaluating
its fair value process, Invesco routinely compares closing
market prices, the next days opening prices for the
security in its primary market if available, and indications of
fair value from other sources. Fair value pricing methods and
pricing services can change from time to time as approved by the
Board.
Specific types of securities are valued as follows:
Senior Secured Floating Rate Loans and Senior Secured
Floating Rate Debt Securities.
Senior secured floating
rate loans and senior secured floating rate debt securities are
fair valued using evaluated quotes provided by an independent
pricing service. Evaluated quotes provided by the pricing
service may reflect appropriate factors such as market quotes,
ratings, tranche type, industry, company performance, spread,
individual trading characteristics, institution-size trading in
similar groups of securities and other market data.
Domestic Exchange Traded Equity Securities.
Market
quotations are generally available and reliable for domestic
exchange traded equity securities. If market quotations are not
available or are unreliable, Invesco will value the security at
fair value in good faith using procedures approved by the Board.
Foreign Securities.
If market quotations are
available and reliable for foreign exchange traded equity
securities, the securities will be valued at the market
quotations. Because trading hours for certain foreign securities
end before the close of the NYSE, closing market quotations may
become unreliable. If between the time trading ends on a
particular security and the close of the customary trading
session on the NYSE events occur that are significant and may
make the closing price unreliable, the Fund may fair value the
security. If an issuer specific event has occurred that Invesco
determines, in its judgment, is likely to have affected the
closing price of a foreign security, it will price the security
at fair value. Invesco also relies on a screening process from a
pricing vendor to indicate the degree of certainty, based on
historical data, that the closing price in the principal market
where a foreign security trades is not the current market value
as of the close of the NYSE. For foreign securities where
Invesco believes, at the approved degree of certainty, that the
price is not reflective of current market value, Invesco will
use the indication of fair value from the pricing service to
determine the fair value of the security.
A-3 The
Invesco FundsInstitutional Class
The pricing vendor, pricing methodology or degree of certainty
may change from time to time.
Fund securities primarily traded on foreign markets may trade on
days that are not business days of the Fund. Because the net
asset value of Fund shares is determined only on business days
of the Fund, the value of the portfolio securities of a Fund
that invests in foreign securities may change on days when you
will not be able to purchase or redeem shares of the Fund.
Fixed Income Securities.
Government, corporate,
asset-backed and municipal bonds, convertible securities,
including high yield or junk bonds, and loans, normally are
valued on the basis of prices provided by independent pricing
services. Prices provided by the pricing services may be
determined without exclusive reliance on quoted prices, and may
reflect appropriate factors such as institution-size trading in
similar groups of securities, developments related to special
securities, dividend rate, maturity and other market data.
Prices received from pricing services are fair value prices. In
addition, if the price provided by the pricing service and
independent quoted prices are unreliable, the Invesco Valuation
Committee will fair value the security using procedures approved
by the Board.
Short-term Securities.
Invesco Tax-Free Intermediate
Fund value variable rate securities that have an unconditional
demand or put feature exercisable within seven days or less at
par, which reflects the market value of such securities.
Futures and Options.
Futures contracts are valued at
the final settlement price set by the exchange on which they are
principally traded. Options are valued on the basis of market
quotations, if available.
Swap Agreements.
Swap Agreements are fair valued
using an evaluated quote provided by an independent pricing
service. Evaluated quotes provided by the pricing service are
based on a model that may include end of day net present values,
spreads, ratings, industry and company performance.
Open-end Funds.
To the extent a Fund invests in
other open-end funds, other than open-end funds that are
exchange traded, the investing Fund will calculate its net asset
value using the net asset value of the underlying fund in which
it invests, and the prospectuses for such other open-end Funds
explain the circumstances under which they will use fair value
pricing and the effects of using fair value pricing.
Each Fund determines the net asset value of its shares on each
day the NYSE is open for business (a business day), as of the
close of the customary trading session, or earlier NYSE closing
time that day.
For financial reporting purposes and shareholder transactions on
the last day of the fiscal quarter, transactions are normally
accounted for on a trade date basis. For purposes of executing
shareholder transactions in the normal course of business (other
than shareholder transactions at a fiscal period-end), each
Funds portfolio securities transactions are recorded no
later than the first business day following the trade date.
The Invesco Balanced-Risk Allocation Fund and Invesco
Balanced-Risk Commodity Strategy Fund may each invest up to 25%
of their total assets in shares of their respective subsidiaries
(the Subsidiaries). The Subsidiaries offer to redeem all or a
portion of their shares at the current net asset value per share
every regular business day. The value of shares of the
Subsidiaries will fluctuate with the value of the respective
Subsidiarys portfolio investments. The Subsidiaries price
their portfolio investments pursuant to the same pricing and
valuation methodologies and procedures used by the Funds, which
require, among other things, that each of the Subsidiaries
portfolio investments be
marked-to-market
(that is, the value on each of the Subsidiaries books
changes) each business day to reflect changes in the market
value of the investment.
Timing of
Orders
You can purchase, exchange or redeem shares on each business day
prior to the close of the customary trading session or any
earlier NYSE closing time that day. The Funds price purchase,
exchange and redemption orders at the net asset value calculated
after the transfer agent receives an order in good order. Any
applicable sales charges are applied at the time an order is
processed. A Fund may postpone the right of redemption only
under unusual circumstances, as allowed by the SEC, such as when
the NYSE restricts or suspends trading.
Taxes
A Fund intends to qualify each year as a regulated investment
company and, as such, is not subject to entity-level tax on the
income and gain it distributes to shareholders. If you are a
taxable investor, dividends and distributions you receive from a
Fund generally are taxable to you whether you reinvest
distributions in additional Fund shares or take them in cash.
Every year, you will be sent information showing the amount of
dividends and distributions you received from a Fund during the
prior calendar year. In addition, investors in taxable accounts
should be aware of the following basic tax points as
supplemented below where relevant:
Fund Tax
Basics
|
|
n
|
A Fund earns income generally in the form of dividends or
interest on its investments. This income, less expenses incurred
in the operation of a Fund, constitutes the Funds net
investment income from which dividends may be paid to you. If
you are a taxable investor, distributions of net investment
income generally are taxable to you as ordinary income.
|
n
|
Distributions of net short-term capital gains are taxable to you
as ordinary income. A Fund with a high portfolio turnover rate
(a measure of how frequently assets within a Fund are bought and
sold) is more likely to generate short-term capital gains than a
Fund with a low portfolio turnover rate.
|
n
|
Distributions of net long-term capital gains are taxable to you
as long-term capital gains no matter how long you have owned
your Fund shares.
|
n
|
If you are an individual and meet certain holding period
requirements, a portion of income dividends paid to you by a
Fund may be designated as qualified dividend income eligible for
taxation at long-term capital gain rates. These reduced rates
generally are available (through 2012) for dividends
derived from a Funds investment in stocks of domestic
corporations and qualified foreign corporations. In the case of
a Fund that invests primarily in debt securities, either none or
only a nominal portion of the dividends paid by the Fund will be
eligible for taxation at these reduced rates.
|
n
|
Distributions declared to shareholders with a record date in
Decemberif paid to you by the end of Januaryare
taxable for federal income tax purposes as if received in
December.
|
|
|
n
|
Any long-term or short-term capital gains realized on sale or
redemption of your Fund shares will be subject to federal income
tax. For tax purposes an exchange of your shares for shares of
another Fund is the same as a sale. Your gain or loss is
calculated by subtracting from the gross proceeds your cost
basis. Gross proceeds and, for shares acquired on or after
January 1, 2012 and disposed of after that date, cost basis
will be reported to you and the Internal Revenue Service (IRS).
Cost basis will be calculated using the Funds default
method of average cost, unless you instruct the Fund to use a
different calculation method. As a service to you, the Fund will
continue to provide to you (but not the IRS) cost basis
information for shares acquired before 2012, when available,
using the average cost method. Shareholders should carefully
review the cost basis information provided by a Fund and make
any additional basis, holding period or other adjustments that
are required when reporting these amounts on their federal
income tax returns. If you hold your Fund shares through a
broker (or other nominee), please contact that broker (nominee)
with respect to reporting of cost basis and available elections
for your account. For more information about the cost basis
methods offered by Invesco, please refer to the Tax Center
located under the Accounts & Services menu of our
website at www.Invesco.com/us.
|
A-4 The
Invesco FundsInstitutional Class
|
|
n
|
At the time you purchase your Fund shares, the Funds net
asset value may reflect undistributed income, undistributed
capital gains, or net unrealized appreciation in value of
portfolio securities held by the Fund. A subsequent distribution
to you of such amounts, although constituting a return of your
investment, would be taxable. This is sometimes referred to as
buying a dividend.
|
|
|
n
|
By law, if you do not provide a Fund with your proper taxpayer
identification number and certain required certifications, you
may be subject to backup withholding on any distributions of
income, capital gains, or proceeds from the sale of your shares.
A Fund also must withhold if the IRS instructs it to do so. When
withholding is required, the amount will be 28% of any
distributions or proceeds paid (for distributions and proceeds
paid after December 31, 2012, the rate is scheduled to rise
to 31% unless the 28% rate is extended or made permanent).
|
|
|
n
|
You will not be required to include the portion of dividends
paid by the Fund derived from interest on U.S. government
obligations in your gross income for purposes of personal and,
in some cases, corporate income taxes in many state and local
tax jurisdictions. The percentage of dividends that constitutes
dividends derived from interest on federal obligations will be
determined annually. This percentage may differ from the actual
percentage of interest received by the Fund on federal
obligations for the particular days on which you hold shares.
|
|
|
n
|
For taxable years beginning after December 31, 2012, an
additional 3.8% Medicare tax will be imposed on certain net
investment income (including ordinary dividends and capital gain
distributions received from a Fund and net gains from
redemptions or other taxable dispositions of Fund shares) of
U.S. individuals, estates and trusts to the extent that
such persons modified adjusted gross income
(in the case of an individual) or adjusted gross
income (in the case of an estate or trust) exceeds a
threshold amount.
|
|
|
n
|
Fund distributions and gains from sale or exchange of your Fund
shares generally are subject to state and local income taxes.
|
n
|
If a Fund qualifies to pass through to you the tax benefits from
foreign taxes it pays on its investments, and elects to do so,
then any foreign taxes it pays on these investments may be
passed through to you as a foreign tax credit. You will then be
required to include your pro-rata share of these taxes in gross
income, even though not actually received by you, and will be
entitled either to deduct your share of these taxes in computing
your taxable income, or to claim a foreign tax credit for these
taxes against your U.S. federal income tax.
|
n
|
Foreign investors should be aware that U.S. withholding, special
certification requirements to avoid U.S. backup withholding and
claim any treaty benefits and estate taxes may apply to an
investment in a Fund.
|
The above discussion concerning the taxability of Fund dividends
and distributions and of redemptions and exchanges of Fund
shares is inapplicable to investors that generally are exempt
from federal income tax, such as retirement plans that are
qualified under Section 401 and 403 of the Code and
individual retirement accounts (IRAs) and Roth IRAs.
Tax-Exempt and
Municipal Funds
|
|
n
|
You will not be required to include the
exempt-interest portion of dividends paid by the
Fund in your gross income for federal income tax purposes. You
will be required to report the receipt of exempt-interest
dividends and other tax-exempt interest on your federal income
tax returns. The percentage of dividends that constitutes
exempt-interest dividends will be determined annually. This
percentage may differ from the actual percentage of exempt
interest received by the Fund for the particular days in which
you hold shares.
|
|
|
n
|
A Fund may invest in municipal securities the interest on which
constitutes an item of tax preference and could give rise to a
federal alternative minimum tax liability for you, unless such
municipal securities were issued in 2009 or 2010.
|
|
|
n
|
Exempt-interest dividends from interest earned on municipal
securities of a state, or its political subdivisions, generally
are exempt from that states personal income tax. Most
states, however, do not grant tax-free treatment to interest
from municipal securities of other states.
|
n
|
A Fund may invest a portion of its assets in securities that pay
income that is not tax-exempt. To the extent that dividends paid
by a Fund are derived from taxable investments or realized
capital gains, they will be taxable as ordinary income or
long-term capital gains.
|
n
|
A Fund may distribute to you any market discount and net
short-term capital gains from the sale of its portfolio
securities. If you are a taxable investor, Fund distributions
from this income are taxable to you as ordinary income, and
generally will neither qualify for the dividends received
deduction in the case of corporate shareholders nor as qualified
dividend income subject to reduced rates of taxation in the case
of noncorporate shareholders.
|
n
|
Exempt-interest dividends from a Fund are taken into account
when determining the taxable portion of your social security or
railroad retirement benefits, may be subject to state and local
income taxes, may affect the deductibility of interest on
certain indebtedness, and may have other collateral federal
income tax consequences for you.
|
|
|
n
|
There are risks that: (a) a security issued as tax-exempt
may be reclassified by the IRS or a state tax authority as
taxable
and/or
(b) future legislative, administrative or court actions
could adversely impact the qualification of income from a
tax-exempt security as tax-free. Such reclassifications or
actions could cause interest from a security to become taxable,
possibly retroactively, subjecting you to increased tax
liability. In addition, such reclassifications or actions could
cause the value of a security, and therefore, the value of the
Funds shares, to decline.
|
Money Market
Funds
|
|
n
|
A Fund does not anticipate realizing any long-term capital gains.
|
n
|
Because a Fund expects to maintain a stable net asset value of
$1.00 per share, investors should not have any gain or loss on
sale or exchange of Fund shares.
|
Real Estate
Funds
|
|
n
|
Because of noncash expenses such as property
depreciation, the cash flow of a REIT that owns properties will
exceed its taxable income. The REIT, and in turn a Fund, may
distribute this excess cash to shareholders. Such a distribution
is classified as a return of capital. Return-of capital
distributions generally are not taxable to you. Your cost basis
in your Fund shares will be decreased by the amount of any
return of capital. Any return of capital distributions in excess
of your cost basis will be treated as capital gains.
|
|
n
|
Dividends paid to shareholders from the Funds investments
in U.S. REITs generally will not qualify for taxation at
long-term capital gain rates applicable to qualified dividend
income.
|
|
n
|
The Fund may derive excess inclusion income from
certain equity interests in mortgage pooling vehicles either
directly or through an investment in a U.S. REIT. Please see the
SAI for a discussion of the risks and special tax consequences
to shareholders in the event the Fund realizes excess inclusion
income in excess of certain threshold amounts.
|
n
|
The Funds foreign shareholders should see the SAI for a
discussion of the risks and special tax consequences to them
from a sale of a U.S. real property interest by a REIT in which
the Fund invests.
|
Invesco
Balanced-Risk Allocation Fund and Invesco Balanced-Risk
Commodity Strategy Fund
|
|
n
|
The Funds strategies of investing in derivatives and
financially-linked instruments whose performance is expected to
correspond to the fixed income, equity and commodity markets may
cause the Funds to recognize more ordinary income and short-term
capital gains taxable as
|
A-5 The
Invesco FundsInstitutional Class
|
|
|
ordinary income than would be the case if the Funds invested
directly in debt instruments, stocks and commodities.
|
|
|
n
|
The Funds must meet certain requirements under the Code for
favorable tax treatment as a regulated investment company,
including asset diversification and income requirements. The
Funds intend to treat the income each derives from
commodity-linked notes and their respective Subsidiary as
qualifying income. If, contrary to a number of private letter
rulings (PLRs) issued by the IRS, the IRS were to determine such
income is non qualifying, a Fund might fail to satisfy the
income requirement. In lieu of disqualification, the Funds are
permitted to pay a tax for certain failures to satisfy the asset
diversification or income requirements, which, in general, are
limited to those due to reasonable cause and not willful neglect
for taxable years of the Fund with respect to which the extended
due date of the return is after December 22, 2010. The
Funds intend to limit their investments in their respective
Subsidiary to no more than 25% of the value of each Funds
total assets in order to satisfy the asset diversification
requirement.
|
|
|
n
|
The Invesco Balanced-Risk Allocation Fund and the Invesco
Balanced-Risk Commodity Strategy Fund each have received a PLR
from the IRS holding that income from a form of commodity-linked
note is qualifying income. The Invesco Balanced-Risk Allocation
Fund also has received a PLR from the IRS confirming that income
derived by the Fund from its Subsidiary is qualifying income.
The Invesco Balanced-Risk Commodity Strategy Fund has applied to
the IRS for a PLR relating to its Subsidiary. However, the IRS
has suspended issuance of any further PLRs pending a review of
its position.
|
Invesco Emerging
Market Local Currency Debt Fund
|
|
n
|
The Fund may realize gains from the sale or other disposition of
foreign currencies (including but not limited to gains from
options, futures or forward contracts) derived from investing in
securities or foreign currencies. The U.S. Treasury Department
is authorized to issue regulations on whether the realization of
such foreign currency gains is qualified income for the Fund. If
such regulations are issued, the Fund may not qualify as a
regulated investment company and/or the Fund may change its
investment policy. As of the date of this prospectus, no
regulations have been issued pursuant to this authorization. It
is possible, however, that such regulations may be issued in the
future. Additionally, the IRS has not issued any guidance on how
to apply the asset diversification test to such foreign currency
positions. Thus, the IRS determination as to how to treat
such foreign currency positions for purposes of satisfying the
asset diversification test might differ from that of the Fund,
resulting in the Funds failure to qualify as a regulated
investment company. In lieu of disqualification, the Fund is
permitted to pay a tax for certain failures to satisfy the asset
diversification or income requirements, which, in general, are
limited to those due to reasonable cause and not willful neglect
for taxable years of the Fund with respect to which the extended
due date of the return is after December 22, 2010.
|
This discussion of Taxes is for general
information only and not tax advice. All investors should
consult their own tax advisers as to the federal, state, local
and foreign tax provisions applicable to them.
Payments
to Financial Intermediaries
Invesco Distributors, the distributor of the Funds, an Invesco
Affiliate, or one or more of its corporate affiliates
(collectively, Invesco Affiliates) may make cash payments to
financial intermediaries in connection with the promotion and
sale of shares of the Funds. These cash payments may include
cash payments and other payments for certain marketing and
support services. Invesco Affiliates make these payments from
their own resources. In the context of this prospectus,
financial intermediaries include any broker, dealer,
bank (including bank trust departments), registered investment
adviser, financial planner, retirement plan administrator,
insurance company and any other financial intermediary having a
selling, administration or similar agreement with Invesco
Affiliates.
Invesco Affiliates make payments as incentives to certain
financial intermediaries to promote and sell shares of the
Funds. The benefits Invesco Affiliates receive when they make
these payments include, among other things, placing the Fund on
the financial intermediarys Funds sales system, and access
(in some cases on a preferential basis over other competitors)
to individual members of the financial intermediarys sales
force or to the financial intermediarys management. These
payments are sometimes referred to as shelf space
payments because the payments compensate the financial
intermediary for including the Funds in its Fund sales system
(on its sales shelf). Invesco Affiliates compensate
financial intermediaries differently depending typically on the
level
and/or
type of considerations provided by the financial intermediary.
The payments Invesco Affiliates make may be calculated based on
sales of shares of the Funds (Sales-Based Payments), in which
case the total amount of such payments shall not exceed 0.10% of
the public offering price of all shares sold by the financial
intermediary during the particular period. Payments may also be
calculated based on the average daily net assets of the
applicable Funds attributable to that particular financial
intermediary (Asset-Based Payments), in which case the total
amount of such cash payments shall not exceed 0.25% per annum of
those assets during a defined period. Sales-Based Payments
primarily create incentives to make new sales of shares of the
Funds and Asset-Based Payments primarily create incentives to
retain previously sold shares of the Funds in investor accounts.
Invesco Affiliates may pay a financial intermediary either or
both Sales-Based Payments and Asset-Based Payments.
Invesco Affiliates are motivated to make these payments as they
promote the sale of Fund shares and the retention of those
investments by clients of financial intermediaries. To the
extent financial intermediaries sell more shares of the Funds or
retain shares of the Funds in their clients accounts,
Invesco Affiliates benefit from the incremental management and
other fees paid to Invesco Affiliates by the Funds with respect
to those assets.
Invesco Affiliates also may make payments to certain financial
intermediaries for certain administrative services, including
record keeping and
sub-accounting
of shareholder accounts pursuant to a
sub-transfer
agency or
sub-accounting
agreement. All fees payable by Invesco Affiliates under this
category of services are charged back to the Funds, subject to
certain limitations approved by the Board.
You can find further details in the Funds SAI about these
payments and the services provided by financial intermediaries.
In certain cases these payments could be significant to the
financial intermediaries. Your financial adviser may charge you
additional fees or commissions other than those disclosed in
this prospectus. You can ask your financial adviser about any
payments it receives from Invesco Affiliates or the Funds, as
well as about fees
and/or
commissions it charges.
Important
Notice Regarding Delivery of Security Holder Documents
To reduce Fund expenses, only one copy of most shareholder
documents may be mailed to shareholders with multiple accounts
at the same address (Householding). Mailing of your shareholder
documents may be householded indefinitely unless you instruct us
otherwise. If you do not want the mailing of these documents to
be combined with those for other members of your household,
please contact Invesco Investment Services, Inc. at
800-959-4246
or contact your financial institution. We will begin sending you
individual copies for each account within thirty days after
receiving your request.
A-6 The
Invesco FundsInstitutional Class
Obtaining
Additional Information
More information may be obtained free of charge upon request.
The SAI, a current version of which is on file with the SEC,
contains more details about the Fund and is incorporated by
reference into this prospectus (is legally a part of this
prospectus). Annual and semi-annual reports to shareholders
contain additional information about the Funds
investments. The Funds annual report also discusses the
market conditions and investment strategies that significantly
affected the Funds performance during its last fiscal
year. The Fund also files its complete schedule of portfolio
holdings with the SEC for the 1st and 3rd quarters of each
fiscal year on
Form N-Q.
If you have questions about an Invesco Fund or your account, or
you wish to obtain a free copy of the Funds current SAI,
annual or semi-annual reports or
Form N-Q,
please contact us.
|
|
|
By Mail:
|
|
Invesco Investment Services, Inc.
P.O. Box 219078
Kansas City, MO 64121-9078
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By Telephone:
|
|
(800) 659-1005
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|
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On the Internet:
|
|
You can send us a request by e-mail or download prospectuses,
SAIs, annual or semi-annual reports via our Web site:
www.invesco.com/us
|
You can also review and obtain copies of the Funds SAI,
annual or semi-annual reports,
Forms N-Q
and other information at the SECs Public Reference Room in
Washington, DC; on the EDGAR database on the SECs Web site
(http://www.sec.gov); or, after paying a duplicating fee, by
sending a letter to the SECs Public Reference Section,
Washington, DC
20549-1520
or by sending an electronic mail request to publicinfo@sec.gov.
Please call the SEC at
1-202-551-8090
for information about the Public Reference Room.
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Invesco Tax-Free Intermediate Fund
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SEC 1940 Act file
number: 811-07890
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invesco.com/us
ATEF-PRO-1
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Class: A (ACTHX), B (ACTGX), C (ACTFX),
Y (ACTDX)
Invesco
Van Kampen High Yield Municipal Fund
Invesco Van Kampen High Yield Municipal Funds
investment objective is to seek federal tax-exempt current
income and taxable capital appreciation.
As with all other mutual fund securities, the Securities and
Exchange Commission (SEC) has not approved or disapproved these
securities or determined whether the information in this
prospectus is adequate or accurate. Anyone who tells you
otherwise is committing a crime.
An investment in the Fund:
n
is
not FDIC insured;
n
may
lose value; and
n
is
not guaranteed by a bank.
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1
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4
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7
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The Adviser(s)
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7
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Adviser Compensation
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7
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Portfolio Managers
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7
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8
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Sales Charges
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8
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Distributions
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8
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Dividends
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8
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Capital Gains Distributions
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8
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8
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9
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10
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Shareholder Account Information
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A-1
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Choosing a Share Class
|
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A-1
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Share Class Eligibility
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A-2
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Distribution and Service (12b-1) Fees
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A-3
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Initial Sales Charges (Class A Shares Only)
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A-3
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Contingent Deferred Sales Charges (CDSCs)
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A-4
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Purchasing Shares
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A-5
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Redeeming Shares
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A-7
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Exchanging Shares
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A-8
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Rights Reserved by the Funds
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A-9
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Excessive Short-Term Trading Activity (Market Timing) Disclosures
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|
A-9
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Pricing of Shares
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A-11
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Taxes
|
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A-12
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Payments to Financial Intermediaries
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A-14
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Important Notice Regarding Delivery of Security Holder Documents
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A-14
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Obtaining Additional Information
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Back Cover
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Invesco
Van Kampen High Yield Municipal Fund
Investment
Objective(s)
The Funds investment objective is to seek federal
tax-exempt current income and taxable capital appreciation.
Fees
and Expenses of the Fund
This table describes the fees and expenses that you may pay if
you buy and hold shares of the Fund. You may qualify for sales
charge discounts if you and your family invest, or agree to
invest in the future, at least $50,000 in the Invesco Funds.
More information about these and other discounts is available
from your financial professional and in the section
Shareholder Account InformationInitial Sales Charges
(Class A Shares Only) on page A-3 of the
prospectus and the section Purchase, Redemption and
Pricing of SharesPurchase and Redemption of Shares
on
page L-1
of the statement of additional information (SAI).
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Shareholder Fees
(fees paid directly from your
investment)
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Class:
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A
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B
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C
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Y
|
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Maximum Sales Charge (Load) Imposed on Purchases (as a
percentage of offering price)
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4.75
|
%
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None
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|
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None
|
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None
|
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Maximum Deferred Sales Charge (Load) (as a percentage of
original purchase price or redemption proceeds, whichever is
less)
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None
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5.00
|
%
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1.00
|
%
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None
|
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Annual Fund Operating Expenses
(expenses that you pay
each year as a percentage of the value of your investment)
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Class:
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A
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B
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C
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Y
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Management Fees
|
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0.51
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%
|
|
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0.51
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%
|
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|
0.51
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%
|
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|
0.51
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%
|
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Distribution
and/or
Service (12b-1) Fees
|
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0.25
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0.25
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1
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1.00
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None
|
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Total Other Expenses
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0.17
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0.17
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0.17
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0.17
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Other Expenses
|
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0.09
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|
0.09
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0.09
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|
|
0.09
|
|
|
|
|
Interest Expenses
|
|
|
0.08
|
|
|
|
0.08
|
|
|
|
0.08
|
|
|
|
0.08
|
|
|
|
|
Total Annual Fund Operating Expenses
|
|
|
0.93
|
|
|
|
0.93
|
|
|
|
1.68
|
|
|
|
0.68
|
|
|
|
|
|
|
|
1
|
|
Distribution and/or Service (12b-1) Fees have been
restated to reflect current fees.
|
Example.
This Example is intended to help you
compare the cost of investing in the Fund with the cost of
investing in other mutual funds.
The Example assumes that you invest $10,000 in the Fund for the
time periods indicated and then redeem all of your shares at the
end of those periods. The Example also assumes that your
investment has a 5% return each year and that the Funds
operating expenses remain the same. Although your actual costs
may be higher or lower, based on these assumptions your costs
would be:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 Year
|
|
3 Years
|
|
5 Years
|
|
10 Years
|
|
|
|
Class A
|
|
$
|
565
|
|
|
$
|
757
|
|
|
$
|
965
|
|
|
$
|
1,564
|
|
|
|
|
Class B
|
|
$
|
595
|
|
|
$
|
596
|
|
|
$
|
715
|
|
|
$
|
1,143
|
|
|
|
|
Class C
|
|
$
|
271
|
|
|
$
|
530
|
|
|
$
|
913
|
|
|
$
|
1,987
|
|
|
|
|
Class Y
|
|
$
|
69
|
|
|
$
|
218
|
|
|
$
|
379
|
|
|
$
|
847
|
|
|
|
|
You would pay the following expenses if you did not redeem your
shares:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 Year
|
|
3 Years
|
|
5 Years
|
|
10 Years
|
|
|
|
Class A
|
|
$
|
565
|
|
|
$
|
757
|
|
|
$
|
965
|
|
|
$
|
1,564
|
|
|
|
|
Class B
|
|
$
|
95
|
|
|
$
|
296
|
|
|
$
|
515
|
|
|
$
|
1,143
|
|
|
|
|
Class C
|
|
$
|
171
|
|
|
$
|
530
|
|
|
$
|
913
|
|
|
$
|
1,987
|
|
|
|
|
Class Y
|
|
$
|
69
|
|
|
$
|
218
|
|
|
$
|
379
|
|
|
$
|
847
|
|
|
|
|
Portfolio Turnover.
The Fund pays transaction costs,
such as commissions, when it buys and sells securities (or
turns over its portfolio). A higher portfolio
turnover rate may indicate higher transaction costs. These
costs, which are not reflected in annual fund operating expenses
or in the example, affect the Funds performance. During
the most recent fiscal year, the Funds portfolio turnover
rate was 16% of the average value of its portfolio.
Principal
Investment Strategies of the Fund
Under normal market conditions, the Fund invests at least 80% of
its net assets (plus any borrowings for investment purposes) in
municipal securities at the time of investment. In complying
with this 80% investment requirement, the Fund may include
synthetic securities that have economic characteristics similar
to the Funds direct investments that are counted toward
the 80% investment requirement.
Under normal market conditions, the Fund may invest all or a
substantial portion of its assets in municipal securities that
are subject to the federal alternative minimum tax. The
Funds investment adviser, Invesco Advisers, Inc. (the
Adviser), generally seeks to achieve the Funds investment
objective by investing at least 75% of its net assets in high
yield securities, specifically medium- and lower-grade municipal
securities. At times, the Fund may invest in higher-grade issues.
Municipal securities include debt obligations of states,
territories or possessions of the United States and the District
of Columbia and their political subdivisions, agencies and
instrumentalities, the interest on which, in the opinion of bond
counsel or other counsel to the issuers of such securities, is,
at the time of issuance, exempt from federal income tax.
The principal types of municipal debt securities purchased by
the Fund are revenue obligations and general obligations.
Revenue obligations are usually payable only from the revenues
derived from a particular facility or class of facilities or, in
some cases, from the proceeds of a special excise tax or other
specific revenue source, but not from the general taxing power.
Revenue obligations may include industrial development,
pollution control, public utility, housing, housing, and health
care issues. Under normal market conditions, the Fund invests
primarily in municipal securities classified as revenue bonds.
General obligation securities are secured by the issuers
pledge of its faith, credit and taxing power for the payment of
principal and interest. The Fund may also invest in other types
of municipal securities. To meet its investment objective, the
Fund invests in different types of general obligation and
revenue obligation securities, including fixed and variable rate
securities, municipal notes, variable rate demand notes,
municipal leases, custodial receipts, participation certificates
and inverse floating rate investments.
The Fund can utilize derivative instruments, specifically
futures contracts. The Fund can invest in futures contracts,
including treasury futures, to seek exposure to certain asset
classes. A futures contract is a standardized agreement between
two parties to buy or sell a specific quantity of an underlying
instrument at a specific price at a specific future time. The
value of the futures contract tends to increase and decrease in
tandem with the value of the underlying instrument. Futures
contracts are bilateral agreements, with both the purchaser and
the seller equally obligated to complete the transaction.
Depending on the terms of the particular contract, futures
contracts are settled through purchasing an offsetting contract,
by physical delivery of the underlying instrument on the
settlement date or by payment of a cash settlement amount on the
settlement date.
The Adviser buys and sells securities for the Funds
portfolio with a view towards seeking a high level of interest
income exempt from federal income tax and selects securities
that the Adviser believes entail reasonable credit risk
considered in relation to the investment policies of the Fund.
As a result, the Fund will not necessarily invest in the highest
yielding municipal securities permitted by its investment
policies if the Adviser determines that market risks or credit
risks associated with such
1 Invesco
Van Kampen High Yield Municipal Fund
investments would subject the Funds portfolio to undue
risk. The potential realization of capital gains or losses
resulting from possible changes in interest rates will not be a
major consideration and frequency of portfolio turnover
generally will not be a limiting factor if the Adviser considers
it advantageous to purchase or sell securities. Portfolio
securities are typically sold when the assessments of the
Adviser of such securities materially change. Specifically, sell
decisions are based on (i) a deterioration or likely
deterioration of an individual issuers capacity to meet
its debt obligations on a timely basis; (ii) a
deterioration or likely deterioration of the broader
fundamentals of a particular industry or sector; or
(iii) opportunities in the secondary or primary market to
exchange into a security with better relative value.
To facilitate the management of the Funds portfolio, the
Fund may from time to time suspend the continuous offering of
its shares to investors. As market conditions permit, the Fund
may reopen sales of the Funds shares to investors. Any
such limited offerings of the Fund may commence and terminate
without any prior notice.
Principal
Risks of Investing in the Fund
As with any mutual fund investment, loss of money is a risk of
investing. An investment in the Fund is not a deposit in a bank
and is not insured or guaranteed by the Federal Deposit
Insurance Corporation or any other government agency. The risks
associated with an investment in the Fund can increase during
times of significant market volatility. The principal risks of
investing in the Fund are:
Alternative Minimum Tax Risk.
All or a portion of the
Funds otherwise tax-exempt income may be taxable to those
shareholders subject to the federal alternative minimum tax.
Call Risk.
If interest rates fall, it is possible that
issuers of debt securities with high interest rates will prepay
or call their securities before their maturity dates. In this
event, the proceeds from these securities would likely be
reinvested in securities bearing the new, lower interest rates,
resulting in a possible decline in the Funds income and
distributions to shareholders.
Credit Risk.
The issuer of instruments in which the Fund
invests may be unable to meet interest and/or principal
payments, thereby causing its instruments to decrease in value
and lowering the issuers credit rating.
Derivatives Risk.
The performance of derivative
instruments is tied to the performance of an underlying
currency, security, index or other instrument. In addition to
risks relating to their underlying instruments, the use of
derivatives may include other, possibly greater, risks.
Derivatives involve costs, may be volatile, and may involve a
small initial investment relative to the risk assumed. Risks
associated with the use of derivatives include counterparty,
leverage, correlation, liquidity, tax, market, interest rate and
management risks. Derivatives may also be more difficult to
purchase, sell or value than other investments. The Fund may
lose more than the cash amount invested on investments in
derivatives.
Investors should bear in mind that, while the Fund intends to
use derivative strategies, it is not obligated to actively
engage in these transactions, generally or in any particular
kind of derivative, if the investment manager elects not to do
so due to availability, cost, market conditions or other factors.
High Yield Bond (Junk Bond) Risk.
Junk bonds involve a
greater risk of default or price changes due to changes in the
credit quality of the issuer. The values of junk bonds
fluctuate more than those of high-quality bonds in response to
company, political, regulatory or economic developments. Values
of junk bonds can decline significantly over short periods of
time.
Income Risk.
The income you receive from the Fund is
based primarily on prevailing interest rates, which can vary
widely over the short- and long-term. If interest rates drop,
your income from the Fund may drop as well.
Interest Rate Risk.
Interest rate risk refers to the risk
that bond prices generally fall as interest rates rise;
conversely, bond prices generally rise as interest rates fall.
Specific bonds differ in their sensitivity to changes in
interest rates depending on their individual characteristics,
including duration.
Inverse Floating Rate Obligations Risk.
Inverse floating
rate obligations, including tender option bonds, may be subject
to greater price volatility than a fixed income security with
similar qualities. When short-term interest rates rise, they may
decrease in value and produce less or no income. Additionally,
these securities may lose principal. Similar to derivatives,
inverse floating rate obligations have the following risks:
counterparty, leverage, correlation, liquidity, market, interest
rate, and management risks.
Leverage Risk.
Leverage exists when the Fund purchases or
sells an instrument or enters into a transaction without
investing cash in an amount equal to the full economic exposure
of the instrument or transaction and the Fund could lose more
than it invested. Leverage created from borrowing or certain
types of transactions or instruments may impair the Funds
liquidity, cause it to liquidate positions at an unfavorable
time, increase volatility or otherwise not achieve its intended
objective.
Liquidity Risk.
The Fund may hold illiquid securities
that it is unable to sell at the preferred time or price and
could lose its entire investment in such securities.
Management Risk.
The investment techniques and risk
analysis used by the Funds portfolio managers may not
produce the desired results.
Market Risk.
The prices of and the income generated by
the Funds securities may decline in response to, among
other things, investor sentiment; general economic and market
conditions; regional or global instability; and currency and
interest rate fluctuations.
Medium- and Lower-Grade Municipal Securities Risk.
Securities which are in the medium- and lower-grade categories
generally offer higher yields than are offered by higher-grade
securities of similar maturity, but they also generally involve
more volatility and greater risks, such as greater credit risk,
market risk, liquidity risk, management risk, and regulatory
risk. Furthermore, many medium- and lower-grade securities are
not listed for trading on any national securities exchange and
many issuers of medium- and lower-grade securities choose not to
have a rating assigned to their obligations by any nationally
recognized statistical rating organization. As a result, the
Funds portfolio may consist of a higher portion of
unlisted or unrated securities as compared with an investment
company that invests solely in higher-grade securities. Unrated
securities are usually not as attractive to as many buyers as
are rated securities, a factor which may make unrated securities
less marketable. These factors may have the effect of limiting
the availability of the securities for purchase by the Fund and
may also limit the ability of the Fund to sell such securities
at their fair value either to meet redemption requests or in
response to changes in the economy or the financial markets.
Municipal Issuer Focus Risk.
The Fund generally considers
investments in municipal securities not to be subject to
industry concentration policies (issuers of municipal securities
as a group is not an industry) and the Fund may invest in
municipal securities issued by entities having similar
characteristics. The issuers may be located in the same
geographic area or may pay their interest obligations from
revenue of similar projects, such as hospitals, airports,
utility systems and housing finance agencies. This may make the
Funds investments more susceptible to similar social,
economic, political or regulatory occurrences. As the similarity
in issuers increases, the potential for fluctuation in the
Funds net asset value also increases.
Municipal Securities Risk.
The Fund may invest in
municipal securities. Constitutional amendments, legislative
enactments, executive orders, administrative regulations, voter
initiatives, and the issuers regional economic conditions
may affect the municipal securitys value, interest
payments, repayment of principal and the Funds ability to
sell it. Failure of a municipal security issuer to comply with
applicable tax requirements may make income paid thereon
taxable, resulting in a decline in the securitys value. In
addition, there could be changes in applicable tax laws
2 Invesco
Van Kampen High Yield Municipal Fund
or tax treatments that reduce or eliminate the current federal
income tax exemption on municipal securities or otherwise
adversely affect the current federal or state tax status of
municipal securities.
Reinvestment Risk.
Reinvestment risk is the risk that a
bonds cash flows (coupon income and principal repayment)
will be reinvested at an interest rate below that on the
original bond.
Synthetic Securities Risk.
Fluctuations in the values of
synthetic securities may not correlate perfectly with the
instruments they are designed to replicate. Synthetic securities
may be subject to interest rate changes, market price
fluctuations, counterparty risk and liquidity risk.
Variable Rate Demand Notes Risk.
The absence of an active
secondary market for certain variable and floating rate notes
could make it difficult to dispose of the instruments, and a
portfolio could suffer a loss if the issuer defaults during
periods in which a portfolio is not entitled to exercise its
demand rights.
Performance
Information
The bar chart and performance table provide an indication of the
risks of investing in the Fund. The bar chart shows changes in
the performance of the Fund from year to year as of
December 31. The performance table compares the Funds
and Van Kampen High Yield Municipal Funds (the predecessor
fund) performance to that of a broad-based securities market
benchmark and a
style-specific
benchmark. The Funds and the predecessor funds past
performance (before and after taxes) is not necessarily an
indication of its future performance.
The returns shown prior to June 1, 2010 are those of the
Class A, Class B, Class C and Class I shares
of the predecessor fund. The predecessor fund was advised by Van
Kampen Asset Management. Class A, Class B,
Class C and Class I shares of the predecessor fund
were reorganized into Class A, Class B, Class C
and Class Y shares, respectively, of the Fund on
June 1, 2010. Class A, Class B, Class C and
Class Y shares returns of the Fund will be different
from the predecessor fund as they have different expenses.
Performance for Class A and Class B shares has been
restated to reflect the Funds applicable sales charge.
Updated performance information is available on the Funds
Web site at www.invesco.com/us.
Annual Total
Returns
The bar chart does not reflect sales loads. If it did, the
annual total returns shown would be lower.
Class A shares year to date (ended March 31, 2012): 4.48%
Best Quarter (ended September 30, 2009): 14.93%
Worst Quarter (ended December 31, 2008): -18.08%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average Annual Total Returns
(for the periods ended
December 31, 2011)
|
|
|
|
1
|
|
5
|
|
10
|
|
Since
|
|
|
Year
|
|
Years
|
|
Years
|
|
Inception
|
|
Class A shares: Inception (01/02/1986)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Return Before Taxes
|
|
|
5.98
|
%
|
|
|
1.54
|
%
|
|
|
4.42
|
%
|
|
|
|
|
Return After Taxes on Distributions
|
|
|
5.97
|
|
|
|
1.53
|
|
|
|
4.41
|
|
|
|
|
|
Return After Taxes on Distributions and Sale of Fund Shares
|
|
|
6.00
|
|
|
|
2.08
|
|
|
|
4.60
|
|
|
|
|
|
|
Class B shares: Inception (07/20/1992)
|
|
|
6.37
|
|
|
|
1.59
|
|
|
|
4.29
|
|
|
|
|
|
|
Class C shares: Inception (12/10/1993)
|
|
|
9.48
|
|
|
|
1.77
|
|
|
|
4.14
|
|
|
|
|
|
|
Class Y shares: Inception (03/01/2006)
|
|
|
11.56
|
|
|
|
2.81
|
|
|
|
|
|
|
|
3.60
|
%
|
|
Barclays High Yield Municipal Bond Index (reflects no deductions
for fees, expenses or taxes)
|
|
|
9.25
|
|
|
|
2.20
|
|
|
|
5.51
|
|
|
|
|
|
|
Custom IVK High Yield Municipal Index (reflects no deductions
for fees, expenses or taxes)
|
|
|
9.83
|
|
|
|
3.48
|
|
|
|
5.51
|
|
|
|
|
|
|
After-tax returns are calculated using the historical highest
individual federal marginal income tax rates and do not reflect
the impact of state and local taxes. Actual after-tax returns
depend on an investors tax situation and may differ from
those shown, and after-tax returns shown are not relevant to
investors who hold their Fund shares through tax-deferred
arrangements, such as 401(k) plans or individual retirement
accounts. After-tax returns are shown for Class A shares
only and after-tax returns for other classes will vary.
Management
of the Fund
Investment Adviser: Invesco Advisers, Inc. (the Adviser).
|
|
|
|
|
|
|
Portfolio Managers
|
|
Title
|
|
Length of Service on the Fund
|
|
William Black
|
|
Portfolio Manager
|
|
|
2010 (predecessor fund 2007
|
)
|
|
Mark Paris
|
|
Portfolio Manager
|
|
|
2010 (predecessor fund 2007
|
)
|
|
James Phillips
|
|
Portfolio Manager
|
|
|
2010 (predecessor fund 2002
|
)
|
|
Purchase
and Sale of Fund Shares
You may purchase, redeem or exchange shares of the Fund on any
business day through your financial adviser, through our Web
site at www.invesco.com/us, by mail to Invesco Investment
Services, Inc., P.O. Box 219078, Kansas City, MO
64121-9078,
or by telephone at
800-959-4246.
New or additional investments in Class B shares are no
longer permitted. The minimum investments for Class A, C
and Y shares for fund accounts are as follows:
|
|
|
|
|
|
|
|
|
|
|
Initial Investment
|
|
Additional Investments
|
Type of Account
|
|
Per Fund
|
|
Per Fund
|
|
Asset or fee-based accounts managed by your financial adviser
|
|
|
None
|
|
|
|
None
|
|
|
Eligible employee benefit plans, SEP, SARSEP and SIMPLE IRA plans
|
|
|
None
|
|
|
|
None
|
|
|
IRAs, Roth IRAs and Coverdell ESA if the new investor is
purchasing shares through a systematic purchase plan
|
|
|
$25
|
|
|
|
$25
|
|
|
All other types of accounts if the investor is purchasing shares
through a systematic purchase plan
|
|
|
$50
|
|
|
|
$50
|
|
|
IRAs, Roth IRAs and Coverdell ESAs
|
|
|
$250
|
|
|
|
$25
|
|
|
All other accounts
|
|
|
$1,000
|
|
|
|
$50
|
|
|
Tax
Information
The Funds distributions primarily are exempt from regular
federal income tax. A portion of these distributions, however,
may be subject to the federal alternative minimum tax and state
and local taxes. The Fund may also make distributions that are
taxable to you as ordinary income or capital gains.
3 Invesco
Van Kampen High Yield Municipal Fund
Payments
to Broker-Dealers and Other Financial Intermediaries
If you purchase the Fund through a broker-dealer or other
financial intermediary (such as a bank), the Fund and the
Funds distributor or its related companies may pay the
intermediary for the sale of Fund shares and related services.
These payments may create a conflict of interest by influencing
the broker-dealer or other intermediary and your salesperson or
financial adviser to recommend the Fund over another investment.
Ask your salesperson or financial adviser or visit your
financial intermediarys Web site for more information.
Investment
Objective(s), Strategies, Risks and Portfolio Holdings
Investment
Objective(s)
The Funds investment objective is to seek federal
tax-exempt current income and taxable capital appreciation. The
Funds investment objective may be changed by the Board of
Trustees (the Board) without shareholder approval.
Principal
Investment Strategies
Under normal market conditions, the Fund invests at least 80% of
its net assets (plus any borrowings for investment purposes) in
municipal securities at the time of investment. In complying
with this 80% investment requirement, the Fund may include
synthetic securities that have economic characteristics similar
to the Funds direct investments that are counted toward
the 80% investment requirement.
Under normal market conditions, the Fund may invest all or a
substantial portion of its assets in municipal securities that
are subject to the federal alternative minimum tax.
The Adviser generally seeks to achieve the Funds
investment objective by investing at least 75% of its assets in
high yield securities, specifically medium- and lower-grade
municipal securities. Medium- and lower-grade municipal
securities are high yield securities rated at the time of
purchase by Standard & Poors Ratings Services
(S&P) or Fitch, Inc. (Fitch) as BBB- through CC (inclusive)
for bonds or SP-2 or lower for notes; by Moodys Investors
Services, Inc. (Moodys) as Baa through Ca (inclusive) for
bonds or MIG3 or VMIG3 or lower for notes; or unrated municipal
securities determined by the Adviser to be of comparable quality
at the time of purchase. Securities rated by S&P and Fitch
as BBB- or below for bonds or SP-3 or below for notes by
Moodys as Baa or below for bonds or SG or below for notes,
or unrated municipal securities of comparable quality are
commonly referred to as junk bonds or below investment grade
securities. Medium- and lower-grade securities are, therefore,
inclusive of some securities below investment grade.
At times, the market conditions in the municipal securities
markets may be such that the Adviser may invest in higher-grade
issues, particularly when the difference in returns between
quality classifications is very narrow or when the Adviser
expects interest rates to increase. Higher-grade securities are
securities that are rated higher than medium or lower-grade
securities by Moodys, S&P, or Fitch, or considered by
the Adviser to be of comparable quality. Under normal market
conditions, the Fund invests 20% or less of its total assets in
higher-grade municipal securities rated A, SP-1 or higher by
S&P or rated A, MIG 2, VMIG 2 or higher by Moodys,
and in tax-exempt commercial paper rated
A-3
or
higher by S&P or rated
P-3
or
higher by Moodys or in unrated securities determined by
the Adviser to be of comparable quality. Higher grade securities
may lessen the decline in net asset value when the strategy is
implemented but may also affect the amount of current income
since yields on higher-grade securities are usually lower than
yields on medium- or lower-grade securities.
Municipal securities include debt obligations of states,
territories or possessions of the United States and the District
of Columbia and their political subdivisions, agencies and
instrumentalities, the interest on which, in the opinion of bond
counsel or other counsel to the issuers of such securities, is,
at the time of issuance, exempt from federal income tax.
The principal types of municipal debt securities purchased by
the Fund are revenue obligations and general obligations.
Revenue obligations are usually payable only from the revenues
derived from a particular facility or class of facilities or, in
some cases, from the proceeds of a special excise tax or other
specific revenue source, but not from the general taxing power.
Revenue obligations may include industrial development,
pollution control, public utility, housing, housing, and health
care issues. Under normal market conditions, the Fund invests
primarily in municipal securities classified as revenue bonds.
General obligation securities are secured by the issuers
pledge of its faith, credit and taxing power for the payment of
principal and interest. The Fund may also invest in other types
of municipal securities. To meet its investment objective, the
Fund invests in different types of general obligation and
revenue obligation securities, including fixed and variable rate
securities, municipal notes, variable rate demand notes,
municipal leases, custodial receipts, participation certificates
and inverse floating rate investments.
The Fund may invest in inverse floating rate obligations.
Inverse floating rate obligations are variable rate debt
instruments that pay interest at rates that move in the opposite
direction of prevailing interest rates. Because the interest
rate paid to holders of such obligations is generally determined
by subtracting a variable or floating rate from a predetermined
amount, the interest rate paid to holders of such obligations
will decrease as such variable or floating rate increases and
increase as such variable or floating rate decreases. The
inverse floating rate obligations in which the Fund may invest
include derivative instruments such as residual interest bonds
or tender option bonds. Such instruments are typically created
by a special purpose trust that holds long-term fixed rate bonds
and sells two classes of beneficial interests: short-term
floating rate interests, which are sold to third party
investors, and inverse floating residual interests, which are
purchased by the Fund. The short-term floating rate interests
have first priority on the cash flow from the bond held by the
special purpose trust and the Fund (as holder of the inverse
floating residual interests) is paid the residual cash flow from
the bond held by the special purpose trust.
Municipal notes include tax, revenue and bond anticipation notes
of short maturity, generally less than three years, which are
issued to obtain temporary funds for various public purposes.
Variable rate demand notes are obligations which contain a
floating or variable interest rate adjustment formula and which
are subject to a right of demand for payment of the principal
balance plus accrued interest either at any time or at specified
intervals. The interest rate on a variable rate demand note may
be based on a known lending rate, such as a banks prime
rate, and may be adjusted when such rate changes, or the
interest rate may be a market rate that is adjusted at specified
intervals. The adjustment formula maintains the value of the
variable rate demand note at approximately the par value of such
note at the adjustment date.
Municipal leases are obligations issued by state and local
governments or authorities to finance the acquisition of
equipment and facilities. Certain municipal lease obligations
may include non-appropriation clauses which provide that the
municipality has no obligation to make lease or installment
purchase payments in future years unless money is appropriated
for such purpose on a yearly basis.
Custodial receipts are underwritten by securities dealers or
banks and evidence ownership of future interest payments,
principal payments or both on certain municipal securities.
Participation certificates are obligations issued by state or
local governments or authorities to finance the acquisition of
equipment and facilities. They may represent participations in a
lease, an installment purchase contract or a conditional sales
contract.
The Fund can utilize derivative instruments, specifically
futures contracts. The Fund can invest in futures contracts,
including treasury futures, to seek exposure to certain asset
classes. A futures contract is a
4 Invesco
Van Kampen High Yield Municipal Fund
standardized agreement between two parties to buy or sell a
specific quantity of an underlying instrument at a specific
price at a specific future time. The value of the futures
contract tends to increase and decrease in tandem with the value
of the underlying instrument. Futures contracts are bilateral
agreements, with both the purchaser and the seller equally
obligated to complete the transaction. Depending on the terms of
the particular contract, futures contracts are settled through
purchasing an offsetting contract, by physical delivery of the
underlying instrument on the settlement date or by payment of a
cash settlement amount on the settlement date.
The Fund may invest more than 25% of its total assets in a
segment of the municipal securities market with similar
characteristics if the Adviser determines that the yields
available from obligations in a particular segment justify the
additional risks of a larger investment in such segment. The
Fund may not, however, invest more than 25% of its total assets
in industrial development bonds issued for companies in the same
industry. Sizeable investments in such obligations could involve
increased risk to the Fund should any such issuers or any such
related projects or facilities experience financial difficulties.
The Fund has no policy limiting its investments in municipal
securities whose issuers are located in the same state. However,
it is not the present intention of the Fund to invest more than
25% of the value of its total assets in issuers located in the
same state.
The Fund may from time to time invest temporarily up to 20% of
its net assets in taxable securities of at least comparable
quality to the municipal securities in which the Fund invests.
The Fund may invest up to 15% of its net assets in illiquid
securities and certain restricted securities.
The Adviser buys and sells securities for the Funds
portfolio with a view towards seeking a high level of interest
income exempt from federal income tax and selects securities
that the Adviser believes entail reasonable credit risk
considered in relation to the investment policies of the Fund.
As a result, the Fund will not necessarily invest in the highest
yielding municipal securities permitted by its investment
policies if the Adviser determines that market risks or credit
risks associated with such investments would subject the
Funds portfolio to undue risk. The potential realization
of capital gains or losses resulting from possible changes in
interest rates will not be a major consideration and frequency
of portfolio turnover generally will not be a limiting factor if
the Adviser considers it advantageous to purchase or sell
securities. Portfolio securities are typically sold when the
assessments of the Adviser of such securities materially change.
Specifically, sell decisions are based on (i) a
deterioration or likely deterioration of an individual
issuers capacity to meet its debt obligations on a timely
basis; (ii) a deterioration or likely deterioration of the
broader fundamentals of a particular industry or sector; or
(iii) opportunities in the secondary or primary market to
exchange into a security with better relative value.
The Fund may sell securities without regard to the length of
time they have been held to take advantage of new investment
opportunities, yield differentials, or for other reasons.
The Fund may, from time to time, take temporary defensive
positions in cash and other securities that are less risky and
inconsistent with the Funds principal investment
strategies in anticipation of or in response to adverse market,
economic, political or other conditions. As a result, the Fund
may not achieve its investment objective.
The Funds investments in the types of securities described
in this prospectus vary from time to time, and, at any time, the
Fund may not be invested in all of the types of securities
described in this prospectus. Any percentage limitations with
respect to assets of the Fund are applied at the time of
purchase.
Risks
Alternative Minimum Tax Risk.
Although the interest
received from municipal securities general is exempt from
federal income tax, the Fund may invest all or a substantial
portion of its total assets in municipal securities subject to
the federal alternative minimum tax. Accordingly, investment in
the Fund could cause shareholders to be subject to (or result in
an increased liability under) the federal alternative minimum
tax.
Call Risk.
If interest rates fall, it is possible that
issuers of debt securities with high interest rates will prepay
or call their securities before their maturity dates. In this
event, the proceeds from the called securities would likely be
reinvested by the Fund in securities bearing the new, lower
interest rates, resulting in a possible decline in the
Funds income and distributions to shareholders.
Credit Risk.
The issuers of instruments in which the Fund
invests may be unable to meet interest and/or principal
payments. This risk is increased to the extent the Fund invests
in junk bonds which may cause the Fund to incur higher expenses
to protect its interests. The credit risks and market prices of
lower-grade securities generally are more sensitive to negative
issuer developments, such as reduced revenues or increased
expenditures, or adverse economic conditions, such as a
recession, than are higher-grade securities. An issuers
securities may increase in value if its financial strength
weakens, which may reduce its credit rating and possibly its
ability to meet its contractual obligations.
Derivatives Risk.
The performance of derivative
instruments is tied to the performance of an underlying
currency, security, index or other instrument. In addition to
risks relating to their underlying instruments, the use of
derivatives may include other, possibly greater, risks. Risks
associated with the use of derivatives include counterparty,
leverage, correlation, liquidity, tax, market, interest rate and
management risks. Derivatives may also be more difficult to
purchase, sell or value than other investments. The Fund may
lose more than the cash amount invested on investments in
derivatives.
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Counterparty Risk.
Counterparty risk is the risk that a
counterparty to a derivative transaction will not fulfill its
contractual obligations (including because of bankruptcy or
insolvency) to make principal or interest payments to the Fund,
when due, which may cause losses or additional costs to the Fund.
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Leverage Risk.
Leverage exists when the Fund purchases or
sells a derivative instrument or enters into a transaction
without investing cash in an amount equal to the full economic
exposure of the instrument or transaction and the Fund could
lose more than it invested. The Fund mitigates leverage risk by
segregating or earmarking liquid assets or otherwise covering
transactions that may give rise to such risk. Leverage may cause
the Fund to be more volatile because it may exaggerate the
effect of any increase or decrease in the value of the
Funds portfolio securities. The use of some derivative
instruments may result in implicit leverage, which does not
result in the possibility of the Fund incurring obligations
beyond its investment, but that nonetheless permits the Fund to
gain exposure that is greater than would be the case in an
unlevered instrument. The Fund does not segregate assets or
otherwise cover investments in derivatives with implicit
leverage.
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Correlation Risk.
To the extent that the Fund uses
derivatives for hedging or reducing exposure, there is the risk
of imperfect correlation between movements in the value of the
derivative instrument and the value of an underlying asset,
reference rate or index. To the extent that the Fund uses
derivatives for hedging purposes, there is the risk during
extreme market conditions that an instrument which would usually
operate as a hedge provides no hedging benefits at all.
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Liquidity Risk.
Liquidity risk is the risk that the Fund
may be unable to close out a derivative position because the
trading market becomes illiquid or the availability of
counterparties becomes limited for a period of time. To the
extent that the Fund is unable to close out a derivative
position because of market illiquidity, the Fund may not be able
to prevent further losses of value in its derivatives holdings
and the liquidity of the Funds other assets may be
impaired to the extent that it has a substantial portion of its
otherwise liquid assets marked as segregated to cover its
obligations under such derivative instruments. The Fund may also
be required to take or
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5 Invesco
Van Kampen High Yield Municipal Fund
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make delivery of an underlying instrument that the Adviser
would otherwise have attempted to avoid.
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Tax Risk.
The use of certain derivatives may cause the
Fund to realize higher amounts of ordinary income or short-term
capital gain, distributions from which are taxable to individual
shareholders at ordinary income tax rates rather than at the
more favorable tax rates for long-term capital gain. The
Funds use of derivatives may be limited by the
requirements for taxation of the Fund as a regulated investment
company. The tax treatment of derivatives may be affected by
changes in legislation, regulations or other legal authority
that could affect the character, timing and amount of the
Funds taxable income or gains and distributions to
shareholders.
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Market Risk.
Derivatives are subject to the market risks
associated with their underlying instruments, which may decline
in response to, among other things, investor sentiment; general
economic and market conditions; regional or global instability;
and currency and interest rate fluctuations. Derivatives may be
subject to heightened and evolving government regulations, which
could increase the costs of owning certain derivatives.
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Interest Rate Risk.
Some derivatives are particularly
sensitive to interest rate risk, which is the risk that prices
of fixed income instruments generally fall as interest rates
rise; conversely, prices of fixed income instruments generally
rise as interest rates fall. Specific fixed income instruments
differ in their sensitivity to changes in interest rates
depending on their individual characteristics.
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Management Risk.
The investment techniques and risk
analysis used by the Funds portfolio managers in
connection with investing in derivatives may not produce the
desired results.
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Investors should bear in mind that, while the Fund intends to
use derivative strategies, it is not obligated to actively
engage in these transactions, generally or in any particular
kind of derivative, if the Adviser elects not to do so due to
availability, cost, market conditions or other factors.
High Yield Bond (Junk Bond) Risk.
Compared to higher
quality debt securities, high yield bonds (commonly referred to
as junk bonds) involve a greater risk of default or price
changes due to changes in the credit quality of the issuer
because they are generally unsecured and may be subordinated to
other creditors claims. The values of junk bonds often
fluctuate more in response to company, political, regulatory or
economic developments than higher quality bonds. Their values
can decline significantly over short periods of time or during
periods of economic difficulty when the bonds could be difficult
to value or sell at a fair price. Credit ratings on junk bonds
do not necessarily reflect their actual market value.
Income Risk.
The income you receive from the Fund is
based primarily on prevailing interest rates, which can vary
widely over the short- and long-term. If interest rates drop,
your income from the Fund may drop as well.
Interest Rate Risk.
Interest rate risk refers to the risk
that municipal securities prices generally fall as interest
rates rise; conversely, the prices generally rise as interest
rates fall. Specific municipal securities differ in their
sensitivity to changes in interest rates depending on their
individual characteristics. One measure of this sensitivity is
called duration. The longer the duration of a particular
municipal security, the greater its price sensitivity is to
interest rates. Similarly, a longer duration portfolio of
securities has greater price sensitivity. Falling interest rates
may also prompt some issuers to refinance existing debt, which
could affect the Funds performance. Volatility may be
greater during periods of general economic uncertainty. A
significant increase in interest rates or a general economic
downturn could severely disrupt the market for medium- and
lower-grade securities and adversely affect the market value of
such securities.
Inverse Floating Rate Obligations Risk.
The value of
inverse floating rate obligations, including tender option
bonds, will decrease as interest rates increase. Furthermore,
the coupon rate on an inverse floating rate obligation typically
changes at a multiple of the change in the relevant index rate.
Thus, the Fund also has correlation risk. Some inverse floating
rate obligations may also increase or decrease substantially
because of changes in the rate of prepayments. Inverse floating
rate obligations have varying degrees of liquidity based on the
underlying securities in the special purpose trust.
Additionally, these securities may lose principal. Therefore,
inverse floating rate obligations may be more volatile than
other fixed income securities. The Fund generally invests in
inverse floating rate obligations that include embedded
leverage, thus exposing the Fund to greater risks and increased
costs. The market value of a leveraged inverse
floating rate obligations generally will fluctuate in response
to changes in market rates of interest to a greater extent than
the value of an unleveraged investment. The use of short-term
floating rate obligations may require the Fund to segregate or
earmark cash or liquid assets to cover its obligations.
Securities so segregated or earmarked will be unavailable for
sale be the Fund (unless replaced by other securities qualifying
for segregation requirements), which may limit the Funds
flexibility and may require that the Fund sell other portfolio
investments at a time when it may be disadvantageous to sell
such assets.
Leverage Risk.
Borrowing money to buy securities exposes
the Fund to leverage because the Fund can achieve a return on a
capital base larger than the assets that shareholders have
contributed to the Fund. Certain other transactions may give
rise to a form of leverage. Leverage also exists when the Fund
purchases or sells an instrument or enters into a transaction
without investing cash in an amount equal to the full economic
exposure of the instrument or transaction and the Fund could
lose more than it invested. Except in the case of borrowing, the
Fund mitigates leverage risk by segregating or earmarking liquid
assets or otherwise covers transactions that may give rise to
such risk. To the extent that the Fund is not able to close out
a leveraged position because of market illiquidity, the
Funds liquidity may be impaired to the extent that it has
a substantial portion of liquid assets segregated or earmarked
to cover obligations and may liquidate portfolio positions when
it may not be advantageous to do so. Leveraging may cause the
Fund to be more volatile because it may exaggerate the effect of
any increase or decrease in the value of the Funds
portfolio securities. There can be no assurance that the
Funds leverage strategy will be successful.
Liquidity Risk.
The markets for medium- and lower-grade
securities may be less liquid than the markets for higher-grade
securities. Certain municipal securities, in which the Fund may
invest, such as special obligation bonds, lease obligations,
participation certificates and variable rate instruments, may be
particularly less liquid. A security is considered to be
illiquid if the Fund is unable to sell such security at a fair
price within a reasonable amount of time. A security may be
deemed illiquid due to a lack of sufficient trading volume in
the security or if the security is privately placed and not
traded in any public market or is otherwise restricted from
trading. The Fund may be unable to sell illiquid securities at
the time or price it desires and could lose its entire
investment in such securities or may have to sell other
securities instead to obtain cash or forego other investment
opportunities.
Further, to the extent the Fund owns or may acquire illiquid or
restricted medium- and lower-grade securities, these securities
may involve special registration responsibilities, liabilities
and costs, and liquidity and valuation difficulties.
Management Risk.
The investment techniques and risk
analysis used by the Adviser may not produce the desired
results. As with any managed fund, the Adviser may not be
successful in selecting the best-performing securities or
investment techniques, and the Funds performance may lag
behind that of similar funds. The Fund will rely on the
Advisers judgment, analysis and experience in evaluating
the creditworthiness of an issuer. The amount of available
information about the financial condition of municipal
securities issuers is generally less extensive than that for
corporate issuers with publicly traded securities and the market
for
6 Invesco
Van Kampen High Yield Municipal Fund
municipal securities is generally considered to be less liquid
than the market for corporate debt obligations.
In its analysis, the Adviser may consider the credit ratings of
recognized rating organizations in evaluating securities
although the Adviser does not rely primarily on these ratings.
Credit ratings of securities rating organizations evaluate only
the safety of principal and interest payments, not the market
risk. In addition, ratings are general and not absolute
standards of quality, and credit ratings are subject to the risk
that the creditworthiness of an issuer may change and the rating
agencies may fail to change such ratings in a timely fashion. A
rating downgrade does not require the Fund to dispose of a
security.
During periods of reduced market liquidity or in the absence of
readily available market quotations for medium- or lower-grade
securities held in the Funds portfolio, the ability of the
Adviser to value the Funds securities becomes more
difficult and the judgment of the Fund may play a greater role
in the valuation of the Funds securities due to the
reduced availability of reliable objective data.
Market Risk.
The prices of and the income generated by
the Funds securities may decline in response to, among
other things, investor sentiment; general economic and market
conditions; regional or global instability; and currency and
interest rate fluctuations.
Medium- and Lower-Grade Municipal Securities Risk.
Securities which are in the medium- and lower-grade categories
generally offer higher yields than are offered by higher-grade
securities of similar maturity, but they also generally involve
more volatility and greater risks, such as greater credit risk,
market risk, liquidity risk, management risk, and regulatory
risk. Furthermore, many medium- and lower-grade securities are
not listed for trading on any national securities exchange and
many issuers of medium- and lower-grade securities choose not to
have a rating assigned to their obligations by any nationally
recognized statistical rating organization. As a result, the
Funds portfolio may consist of a higher portion of
unlisted or unrated securities as compared with an investment
company that invests solely in higher-grade securities. Unrated
securities are usually not as attractive to as many buyers as
are rated securities, a factor which may make unrated securities
less marketable. These factors may have the effect of limiting
the availability of the securities for purchase by the Fund and
may also limit the ability of the Fund to sell such securities
at their fair value either to meet redemption requests or in
response to changes in the economy or the financial markets.
Municipal Issuer Focus Risk.
The Fund generally considers
investments in municipal securities not to be subject to
industry concentration policies (issuers of municipal securities
as a group is not an industry) and the Fund may invest in
municipal securities issued by entities having similar
characteristics. The issuers may be located in the same
geographic area or may pay their interest obligations from
revenue of similar projects, such as hospitals, airports,
utility systems and housing finance agencies. This may make the
Funds investments more susceptible to similar social,
economic, political or regulatory occurrences. As the similarity
in issuers increases, the potential for fluctuation in the
Funds net asset value also increases. From time to time,
the Funds investments may include securities as to which
the Fund, by itself or together with other funds or accounts
managed by the Adviser, holds a major portion or all of an issue
of municipal securities. Because there may be relatively few
potential purchasers for such investments and, in some cases,
there may be contractual restrictions on resales, the Fund may
find it more difficult to sell such securities at a time when
the Adviser believes it is advisable to do so.
Municipal Securities Risk.
The Fund may invest in
municipal securities. Constitutional amendments, legislative
enactments, executive orders, administrative regulations, voter
initiatives, and the issuers regional economic conditions
may affect the municipal securitys value, interest
payments, repayment of principal and the Funds ability to
sell it. Revenue bonds are generally not backed by the taxing
power of the issuing municipality. To the extent that a
municipal security is not heavily followed by the investment
community or such security issue is relatively small, the
security may be difficult to value or sell at a desirable price.
If the Internal Revenue Service determines that an issuer of a
municipal security has not complied with applicable tax
requirements, interest from the security could be treated as
taxable, which could result in a decline in the securitys
value. In addition, there could be changes in applicable tax
laws or tax treatments that reduce or eliminate the current
federal income tax exemption on municipal securities or
otherwise adversely affect the current federal or state tax
status of municipal securities.
Reinvestment Risk.
Reinvestment risk is the risk that a
bonds cash flows (coupon income and principal repayment)
will be reinvested at an interest rate below that on the
original bond. If interest rates decline, the underlying bond
may rise in value, but the cash flows received from that bond
may have to be reinvested at a lower interest rate.
Synthetic Securities Risk.
Fluctuations in the values of
synthetic securities may not correlate perfectly with the
instruments they are designed to replicate. Synthetic securities
may be subject to interest rate changes, market price
fluctuations, counterparty risk and liquidity risk. The
tax-exempt character of the interest paid on synthetic municipal
securities is based on the tax-exempt income stream from the
collateral. The Internal Revenue Service has not ruled on this
and could deem income derived from synthetic municipal
securities to be taxable.
Variable Rate Demand Notes Risk.
The absence of an active
secondary market for certain variable and floating rate notes
could make it difficult to dispose of the instruments, and a
portfolio could suffer a loss if the issuer defaults during
periods in which a portfolio is not entitled to exercise its
demand rights.
Portfolio
Holdings
A description of Fund policies and procedures with respect to
the disclosure of Fund portfolio holdings is available in the
SAI, which is available at www.invesco.com/us.
The
Adviser(s)
Invesco Advisers, Inc. (the Adviser or Invesco) serves as the
Funds investment adviser. The Adviser manages the
investment operations of the Fund as well as other investment
portfolios that encompass a broad range of investment
objectives, and has agreed to perform or arrange for the
performance of the Funds
day-to-day
management. The Adviser is located at 1555 Peachtree Street,
N.E., Atlanta, Georgia 30309. The Adviser, as successor in
interest to multiple investment advisers, has been an investment
adviser since 1976.
Pending Litigation.
Detailed information concerning
pending litigation can be found in the SAI.
Adviser
Compensation
During the fiscal year ended February 29, 2012, the Adviser
received compensation of 0.51% of Invesco Van Kampen High Yield
Municipal Funds average daily net assets.
A discussion regarding the basis for the Boards approval
of the investment advisory and investment
sub-advisory
agreements of the Fund is available in the Funds most
recent semi-annual report to shareholders for the six-month
period ended August 31.
Portfolio
Managers
The following individuals are jointly and primarily responsible
for the
day-to-day
management of the Funds portfolio:
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William Black, Portfolio Manager, who has been responsible for
the Fund since 2010 and has been associated with Invesco and/or
its affiliates since 2010. Mr. Black served as Portfolio
Manager of the predecessor fund since 2007. From 1998 to 2010,
Mr. Black was
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7 Invesco
Van Kampen High Yield Municipal Fund
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associated with Van Kampen Asset Management and/or its
affiliates in an investment management capacity.
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Mark Paris, Portfolio Manager, who has been responsible for the
Fund since 2010 and has been associated with Invesco and/or its
affiliates since 2010. Mr. Paris served as Portfolio Manager of
the predecessor fund since 2007. From 2002 to 2010,
Mr. Paris was associated with Van Kampen Asset Management
and/or its affiliates in an investment management capacity.
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James Phillips, Portfolio Manager, who has been responsible for
the Fund since 2010 and has been associated with Invesco and/or
its affiliates since 2010. Mr. Phillips served as Portfolio
Manager of the predecessor fund since 2002. From 1991 to 2010,
Mr. Phillips was associated with Van Kampen Asset
Management and/or its affiliates in an investment management
capacity.
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More information on the portfolio managers may be found at
www.invesco.com/us. The Web site is not part of the prospectus.
The Funds SAI provides additional information about the
portfolio managers investments in the Fund, a description
of the compensation structure and information regarding other
accounts managed.
Sales
Charges
Purchases of Class A shares of the Fund are subject to the
maximum 4.75% initial sales charge as listed under the heading
Category II Initial Sales Charges in the
Shareholder Account InformationInitial Sales Charges
(Class A Shares Only) section of the prospectus.
Class B shares purchased prior to June 1, 2010 will be
subject to payment of Category VII contingent deferred
sales charges (CDSCs) during the applicable CDSC periods
(including exchanges into Class B Shares of another Invesco
Fund during the applicable CDSC periods) listed under the
heading CDSCs on Class B Shares in the
Shareholder Account InformationContingent Deferred
Sales Charges (CDSCs) section of the prospectus. New or
additional investments in Class B shares are no longer
permitted; but investors may pay a Category I CDSC if they
redeem Class B shares purchased on or after June 1,
2010 within a specified number of years after purchase. See this
prospectus for additional information regarding CDSCs listed
under the heading CDSCs on Class B Shares in
the Shareholder AccountContingent Deferred Sales
Charges (CDSCs) section of the prospectus. Purchases of
Class C shares are subject to a contingent deferred sales
charge. For more information on CDSCs, see the Shareholder
Account InformationContingent Deferred Sales Charges
(CDSCs) section of this prospectus.
Distributions
The Fund expects, based on its investment objective and
strategies, that its distributions, if any, will consist
primarily of tax-exempt income.
Dividends
The Fund generally declares dividends from net investment income
daily and pays them monthly.
Capital
Gains Distributions
The Fund generally distributes long-term and short-term capital
gains (net of any available capital loss carryovers), if any, at
least annually. Capital gains distributions may vary
considerably from year to year as a result of the Funds
normal investment activities and cash flows. During a time of
economic volatility, a fund may experience capital losses and
unrealized depreciation in value of investments, the effect of
which may be to reduce or eliminate capital gains distributions
for a period of time. Even though a fund may experience a
current year loss, it may nonetheless distribute prior year
capital gains.
Barclays High Yield Municipal Bond Index is an unmanaged index
consisting of noninvestment-grade bonds.
Custom Invesco Van Kampen High Yield Municipal Index, created by
Invesco to serve as a benchmark for Invesco Van Kampen High
Yield Municipal Fund, is composed of the following indices:
Barclays High Yield Municipal Bond Index (60%) and Barclays
Municipal Bond Index (40%).
The Barclays Municipal Bond Index is an unmanaged index
considered representative of the tax-exempt bond market.
8 Invesco
Van Kampen High Yield Municipal Fund
The financial highlights show the Funds and the
predecessor funds financial history for the past five
fiscal years or, if shorter, the period of operations of the
Fund or any of its share classes. The financial highlights table
is intended to help you understand the Funds and the
predecessor funds financial performance. The Fund has the
same investment objective and similar investment policies as the
predecessor fund. Certain information reflects financial results
for a single Fund or predecessor fund share. Institutional Class
is not offered in this prospectus.
The total returns in the table represent the rate that an
investor would have earned (or lost) on an investment in the
Fund and the predecessor fund (assuming reinvestment of all
dividends and distributions).
The information for the periods ending on and after June 1,
2010 has been audited by PricewaterhouseCoopers LLP, an
independent registered public accounting firm, whose report,
along with the Funds financial statements, are included in
the Funds annual report, which is available upon request.
The information for the fiscal years ended prior to June 1,
2010 has been audited by the auditor to the predecessor fund.
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Supplemental
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Net gains
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|
|
|
ratio of expenses
|
|
|
|
|
|
|
|
|
|
|
(losses)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
to average net
|
|
Ratio of net
|
|
|
|
|
Net asset
|
|
|
|
on securities
|
|
|
|
Dividends
|
|
|
|
|
|
|
|
Ratio of
|
|
assets (excluding
|
|
investment
|
|
|
|
|
value,
|
|
Net
|
|
(both
|
|
Total from
|
|
from net
|
|
Net asset
|
|
|
|
Net assets,
|
|
expenses
|
|
interest, facilities
|
|
income
|
|
|
|
|
beginning
|
|
investment
|
|
realized and
|
|
investment
|
|
investment
|
|
value, end
|
|
Total
|
|
end of period
|
|
to average
|
|
and maintenance
|
|
to average
|
|
Portfolio
|
|
|
of period
|
|
income
(a)
|
|
unrealized)
|
|
operations
|
|
income
|
|
of period
|
|
return
|
|
(000s omitted)
|
|
net assets
|
|
fees)
(b)
|
|
net assets
|
|
turnover
(c)
|
|
|
Class A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended
02/29/12
|
|
$
|
8.85
|
|
|
$
|
0.57
|
|
|
$
|
0.85
|
|
|
$
|
1.42
|
|
|
$
|
(0.56
|
)
|
|
$
|
9.71
|
|
|
|
16.56
|
%
(d)
|
|
$
|
3,766,082
|
|
|
|
0.93
|
%
(e)
|
|
|
0.85
|
%
(e)
|
|
|
6.24
|
%
(e)
|
|
|
16
|
%
|
Period ended
02/28/11
|
|
|
9.24
|
|
|
|
0.15
|
|
|
|
(0.40
|
)
|
|
|
(0.25
|
)
|
|
|
(0.14
|
)
|
|
|
8.85
|
|
|
|
(2.72
|
)
(d)
|
|
|
3,399,724
|
|
|
|
0.84
|
(n)
|
|
|
0.76
|
(n)
|
|
|
6.80
|
(n)
|
|
|
3
|
|
Year ended
11/30/10
|
|
|
9.07
|
|
|
|
0.57
|
|
|
|
0.15
|
|
|
|
0.72
|
|
|
|
(0.55
|
)
|
|
|
9.24
|
|
|
|
8.07
|
(d)
|
|
|
3,875,386
|
|
|
|
0.91
|
|
|
|
0.84
|
|
|
|
6.10
|
|
|
|
20
|
|
Year ended
11/30/09
|
|
|
8.15
|
|
|
|
0.58
|
|
|
|
0.92
|
|
|
|
1.50
|
|
|
|
(0.58
|
)
|
|
|
9.07
|
|
|
|
19.33
|
(f)
|
|
|
3,294,547
|
|
|
|
0.97
|
|
|
|
0.87
|
|
|
|
6.90
|
|
|
|
16
|
|
Year ended
11/30/08
|
|
|
10.61
|
|
|
|
0.59
|
|
|
|
(2.48
|
)
|
|
|
(1.89
|
)
|
|
|
(0.57
|
)
|
|
|
8.15
|
|
|
|
(18.57
|
)
(f)
|
|
|
2,662,943
|
|
|
|
1.21
|
|
|
|
0.86
|
|
|
|
5.96
|
|
|
|
49
|
|
Year ended
11/30/07
|
|
|
11.24
|
|
|
|
0.58
|
|
|
|
(0.64
|
)
|
|
|
(0.06
|
)
|
|
|
(0.57
|
)
|
|
|
10.61
|
|
|
|
(0.57
|
)
(f)
|
|
|
3,185,041
|
|
|
|
1.55
|
|
|
|
0.84
|
|
|
|
5.23
|
|
|
|
26
|
|
|
Class B
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended
02/29/12
|
|
|
8.85
|
|
|
|
0.60
|
|
|
|
0.85
|
|
|
|
1.45
|
|
|
|
(0.55
|
)
|
|
|
9.75
|
|
|
|
16.89
|
(d)(g)
|
|
|
163,123
|
|
|
|
0.68
|
(e)(g)
|
|
|
0.60
|
(e)(g)
|
|
|
6.49
|
(e)(g)
|
|
|
16
|
|
Period ended
02/28/11
|
|
|
9.24
|
|
|
|
0.14
|
|
|
|
(0.41
|
)
|
|
|
(0.27
|
)
|
|
|
(0.12
|
)
|
|
|
8.85
|
|
|
|
(2.90
|
)
(d)(g)
|
|
|
250,532
|
|
|
|
1.39
|
(g)(n)
|
|
|
1.31
|
(g)(n)
|
|
|
6.25
|
(g)(n)
|
|
|
3
|
|
Year ended
11/30/10
|
|
|
9.07
|
|
|
|
0.50
|
|
|
|
0.15
|
|
|
|
0.65
|
|
|
|
(0.48
|
)
|
|
|
9.24
|
|
|
|
7.27
|
(d)
|
|
|
299,439
|
|
|
|
1.66
|
|
|
|
1.59
|
|
|
|
5.35
|
|
|
|
20
|
|
Year ended
11/30/09
|
|
|
8.15
|
|
|
|
0.51
|
|
|
|
0.93
|
|
|
|
1.44
|
|
|
|
(0.52
|
)
|
|
|
9.07
|
|
|
|
18.46
|
(h)
|
|
|
316,094
|
|
|
|
1.72
|
|
|
|
1.62
|
|
|
|
6.15
|
|
|
|
16
|
|
Year ended
11/30/08
|
|
|
10.61
|
|
|
|
0.52
|
|
|
|
(2.49
|
)
|
|
|
(1.97
|
)
|
|
|
(0.49
|
)
|
|
|
8.15
|
|
|
|
(19.21
|
)
(h)
|
|
|
329,752
|
|
|
|
1.96
|
|
|
|
1.61
|
|
|
|
5.19
|
|
|
|
49
|
|
Year ended
11/30/07
|
|
|
11.24
|
|
|
|
0.49
|
|
|
|
(0.63
|
)
|
|
|
(0.14
|
)
|
|
|
(0.49
|
)
|
|
|
10.61
|
|
|
|
(1.32
|
)
(h)
|
|
|
505,758
|
|
|
|
2.30
|
|
|
|
1.59
|
|
|
|
4.48
|
|
|
|
26
|
|
|
Class C
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended
02/29/12
|
|
|
8.83
|
|
|
|
0.50
|
|
|
|
0.85
|
|
|
|
1.35
|
|
|
|
(0.49
|
)
|
|
|
9.69
|
|
|
|
15.73
|
(d)
|
|
|
881,847
|
|
|
|
1.68
|
(e)
|
|
|
1.60
|
(e)
|
|
|
5.49
|
(e)
|
|
|
16
|
|
Period ended
02/28/11
|
|
|
9.23
|
|
|
|
0.13
|
|
|
|
(0.41
|
)
|
|
|
(0.28
|
)
|
|
|
(0.12
|
)
|
|
|
8.83
|
|
|
|
(3.02
|
)
(d)
|
|
|
813,001
|
|
|
|
1.59
|
(n)
|
|
|
1.51
|
(n)
|
|
|
6.05
|
(n)
|
|
|
3
|
|
Year ended
11/30/10
|
|
|
9.05
|
|
|
|
0.50
|
|
|
|
0.16
|
|
|
|
0.66
|
|
|
|
(0.48
|
)
|
|
|
9.23
|
|
|
|
7.40
|
(d)
|
|
|
953,475
|
|
|
|
1.66
|
|
|
|
1.59
|
|
|
|
5.35
|
|
|
|
20
|
|
Year ended
11/30/09
|
|
|
8.14
|
|
|
|
0.51
|
|
|
|
0.92
|
|
|
|
1.43
|
|
|
|
(0.52
|
)
|
|
|
9.05
|
|
|
|
18.36
|
(i)
|
|
|
799,982
|
|
|
|
1.72
|
|
|
|
1.62
|
|
|
|
6.09
|
|
|
|
16
|
|
Year ended
11/30/08
|
|
|
10.60
|
|
|
|
0.51
|
|
|
|
(2.48
|
)
|
|
|
(1.97
|
)
|
|
|
(0.49
|
)
|
|
|
8.14
|
|
|
|
(19.22
|
)
(i)
|
|
|
584,835
|
|
|
|
1.96
|
|
|
|
1.61
|
|
|
|
5.22
|
|
|
|
49
|
|
Year ended
11/30/07
|
|
|
11.22
|
|
|
|
0.49
|
|
|
|
(0.62
|
)
|
|
|
(0.13
|
)
|
|
|
(0.49
|
)
|
|
|
10.60
|
|
|
|
(1.22
|
)
(i)(j)
|
|
|
656,854
|
|
|
|
2.29
|
(j)
|
|
|
1.58
|
(j)
|
|
|
4.50
|
(j)
|
|
|
26
|
|
|
Class Y
(k)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended
02/29/12
|
|
|
8.87
|
|
|
|
0.59
|
|
|
|
0.84
|
|
|
|
1.43
|
|
|
|
(0.57
|
)
|
|
|
9.73
|
|
|
|
16.83
|
(d)
|
|
|
431,266
|
|
|
|
0.68
|
(e)
|
|
|
0.60
|
(e)
|
|
|
6.49
|
(e)
|
|
|
16
|
|
Period ended
02/28/11
|
|
|
9.26
|
|
|
|
0.15
|
|
|
|
(0.40
|
)
|
|
|
(0.25
|
)
|
|
|
(0.14
|
)
|
|
|
8.87
|
|
|
|
(2.65
|
)
(d)
|
|
|
518,173
|
|
|
|
0.59
|
(n)
|
|
|
0.51
|
(n)
|
|
|
7.05
|
(n)
|
|
|
3
|
|
Year ended
11/30/10
|
|
|
9.09
|
|
|
|
0.60
|
|
|
|
0.15
|
|
|
|
0.75
|
|
|
|
(0.58
|
)
|
|
|
9.26
|
|
|
|
8.33
|
(d)
|
|
|
522,709
|
|
|
|
0.66
|
|
|
|
0.59
|
|
|
|
6.35
|
|
|
|
20
|
|
Year ended
11/30/09
|
|
|
8.17
|
|
|
|
0.59
|
|
|
|
0.93
|
|
|
|
1.52
|
|
|
|
(0.60
|
)
|
|
|
9.09
|
|
|
|
19.57
|
(i)
|
|
|
281,752
|
|
|
|
0.72
|
|
|
|
0.62
|
|
|
|
6.94
|
|
|
|
16
|
|
Year ended
11/30/08
|
|
|
10.64
|
|
|
|
0.62
|
|
|
|
(2.50
|
)
|
|
|
(1.88
|
)
|
|
|
(0.59
|
)
|
|
|
8.17
|
|
|
|
(18.39
|
)
(i)
|
|
|
55,427
|
|
|
|
0.99
|
|
|
|
0.64
|
|
|
|
6.70
|
|
|
|
49
|
|
Year ended
11/30/07
|
|
|
11.25
|
|
|
|
0.60
|
|
|
|
(0.61
|
)
|
|
|
(0.01
|
)
|
|
|
(0.60
|
)
|
|
|
10.64
|
|
|
|
(0.14
|
)
(i)
|
|
|
1,557
|
|
|
|
1.30
|
|
|
|
0.59
|
|
|
|
5.49
|
|
|
|
26
|
|
|
|
|
|
(a)
|
|
Calculated using average shares outstanding.
|
(b)
|
|
For the years ended November 30, 2010 and prior, ratio does
not excluded facilities and maintenance fees.
|
(c)
|
|
Portfolio turnover is calculated at the fund level and is not
annualized for periods less than one year, if applicable.
|
(d)
|
|
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. Does
not include sales charges and is not annualized for periods less
than one year, if applicable.
|
(e)
|
|
Ratios are based on average daily net assets (000s
omitted) of $3,458,022, $200,433, $813,635 and $427,050 for
Class A, Class B, Class C and Class Y
shares, respectively.
|
(f)
|
|
Assumes reinvestment of all distributions for the period and
does not include payment of the maximum sales charge of 4.75% or
contingent deferred sales charge (CDSC). On purchases of
$1 million or more, a CDSC of 1% may be imposed on certain
redemptions made within eighteen months of purchase. If the
sales charges were included, total returns would be lower. These
returns include combined
Rule 12b-1
fees and services fees of up to 0.25% and do not reflect the
deduction of taxes that a shareholder would pay on Fund
distributions or the redemption of Fund shares.
|
(g)
|
|
The total return, ratio of expenses to average net assets and
ratio of net investment income to average net assets reflect
actual
12b-1
fees of 0.00% and 0.80% for the year ended February 29,
2012 and the period ended February 28, 2011, respectively.
|
(h)
|
|
Assumes reinvestment of all distributions for the period and
does not include payment of the maximum CDSC of 4%, charged on
certain redemptions made within the first and second year of
purchase and declining to 0% after the fifth year. If the sales
charges were included, total returns would be lower. These
returns include combined
Rule 12b-1
fees and services fees of up to 1% and do not reflect the
deduction of taxes that a shareholder would pay on Fund
distributions or the redemption of Fund shares.
|
(i)
|
|
Assumes reinvestment of all distributions for the period and
does not include payment of the maximum CDSC of 1%, charged on
certain redemptions made within the one year of purchase. If the
sales charges were included, total returns would be lower. These
returns include combined Rule
12b-1
fees
and services fees of up to 1% and do not reflect the deduction
of taxes that a shareholder would pay on Fund distributions or
the redemption of Fund shares.
|
(j)
|
|
The total return, ratio of expense to average net assets and
ratio of net investment income to average net assets reflect
actual
12b-1
fees of less than 1%.
|
(k)
|
|
On June 1, 2010, Class I shares of the predecessor
fund were reorganized into Class Y shares of the Fund.
|
(l)
|
|
Assumes reinvestment of all distributions for the period. These
returns do not reflect the deduction of taxes that a shareholder
would pay on Fund distributions or the redemption on Fund shares.
|
(n)
|
|
Annualized.
|
9 Invesco
Van Kampen High Yield Municipal Fund
Hypothetical
Investment and Expense Information
In connection with the final settlement reached between Invesco
and certain of its affiliates with certain regulators, including
the New York Attorney Generals Office, the SEC and the
Colorado Attorney Generals Office (the settlement) arising
out of certain market timing and unfair pricing allegations made
against Invesco and certain of its affiliates, Invesco and
certain of its affiliates agreed, among other things, to
disclose certain hypothetical information regarding investment
and expense information to Fund shareholders. The chart below is
intended to reflect the annual and cumulative impact of the
Funds expenses, including investment advisory fees and
other Fund costs, on the Funds returns over a 10-year
period. The example reflects the following:
|
|
|
|
n
|
You invest $10,000 in the Fund and hold it for the entire
10-year
period;
|
|
|
|
|
n
|
Your investment has a 5% return before expenses each year;
|
|
|
|
|
n
|
The Funds current annual expense ratio includes any
applicable contractual fee waiver or expense reimbursement for
the period committed;
|
|
|
|
|
n
|
Hypotheticals both with and without any applicable initial sales
charge applied; and
|
|
|
|
|
n
|
There is no sales charge on reinvested dividends.
|
There is no assurance that the annual expense ratio will be the
expense ratio for the Fund classes for any of the years shown.
This is only a hypothetical presentation made to illustrate what
expenses and returns would be under the above scenarios; your
actual returns and expenses are likely to differ (higher or
lower) from those shown below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A (Includes Maximum
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales Charge)
|
|
Year 1
|
|
Year 2
|
|
Year 3
|
|
Year 4
|
|
Year 5
|
|
Year 6
|
|
Year 7
|
|
Year 8
|
|
Year 9
|
|
Year 10
|
|
Annual Expense Ratio
|
|
|
0
|
.93%
|
|
|
0
|
.93%
|
|
|
0
|
.93%
|
|
|
0
|
.93%
|
|
|
0
|
.93%
|
|
|
0
|
.93%
|
|
|
0
|
.93%
|
|
|
0
|
.93%
|
|
|
0
|
.93%
|
|
|
0
|
.93%
|
Cumulative Return Before Expenses
|
|
|
5
|
.00%
|
|
|
10
|
.25%
|
|
|
15
|
.76%
|
|
|
21
|
.55%
|
|
|
27
|
.63%
|
|
|
34
|
.01%
|
|
|
40
|
.71%
|
|
|
47
|
.75%
|
|
|
55
|
.13%
|
|
|
62
|
.89%
|
Cumulative Return After Expenses
|
|
|
(0
|
.87%)
|
|
|
3
|
.16%
|
|
|
7
|
.36%
|
|
|
11
|
.73%
|
|
|
16
|
.28%
|
|
|
21
|
.01%
|
|
|
25
|
.93%
|
|
|
31
|
.06%
|
|
|
36
|
.39%
|
|
|
41
|
.95%
|
End of Year Balance
|
|
$
|
9,912
|
.67
|
|
$
|
10,316
|
.11
|
|
$
|
10,735
|
.98
|
|
$
|
11,172
|
.93
|
|
$
|
11,627
|
.67
|
|
$
|
12,100
|
.92
|
|
$
|
12,593
|
.43
|
|
$
|
13,105
|
.98
|
|
$
|
13,639
|
.39
|
|
$
|
14,194
|
.51
|
Estimated Annual Expenses
|
|
$
|
565
|
.39
|
|
$
|
94
|
.06
|
|
$
|
97
|
.89
|
|
$
|
101
|
.88
|
|
$
|
106
|
.02
|
|
$
|
110
|
.34
|
|
$
|
114
|
.83
|
|
$
|
119
|
.50
|
|
$
|
124
|
.37
|
|
$
|
129
|
.43
|
|
|
Class A (Without Maximum
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales Charge)
|
|
Year 1
|
|
Year 2
|
|
Year 3
|
|
Year 4
|
|
Year 5
|
|
Year 6
|
|
Year 7
|
|
Year 8
|
|
Year 9
|
|
Year 10
|
|
Annual Expense Ratio
|
|
|
0
|
.93%
|
|
|
0
|
.93%
|
|
|
0
|
.93%
|
|
|
0
|
.93%
|
|
|
0
|
.93%
|
|
|
0
|
.93%
|
|
|
0
|
.93%
|
|
|
0
|
.93%
|
|
|
0
|
.93%
|
|
|
0
|
.93%
|
Cumulative Return Before Expenses
|
|
|
5
|
.00%
|
|
|
10
|
.25%
|
|
|
15
|
.76%
|
|
|
21
|
.55%
|
|
|
27
|
.63%
|
|
|
34
|
.01%
|
|
|
40
|
.71%
|
|
|
47
|
.75%
|
|
|
55
|
.13%
|
|
|
62
|
.89%
|
Cumulative Return After Expenses
|
|
|
4
|
.07%
|
|
|
8
|
.31%
|
|
|
12
|
.71%
|
|
|
17
|
.30%
|
|
|
22
|
.08%
|
|
|
27
|
.04%
|
|
|
32
|
.21%
|
|
|
37
|
.60%
|
|
|
43
|
.20%
|
|
|
49
|
.02%
|
End of Year Balance
|
|
$
|
10,407
|
.00
|
|
$
|
10,830
|
.56
|
|
$
|
11,271
|
.37
|
|
$
|
11,730
|
.11
|
|
$
|
12,207
|
.53
|
|
$
|
12,704
|
.38
|
|
$
|
13,221
|
.44
|
|
$
|
13,759
|
.56
|
|
$
|
14,319
|
.57
|
|
$
|
14,902
|
.38
|
Estimated Annual Expenses
|
|
$
|
94
|
.89
|
|
$
|
98
|
.75
|
|
$
|
102
|
.77
|
|
$
|
106
|
.96
|
|
$
|
111
|
.31
|
|
$
|
115
|
.84
|
|
$
|
120
|
.56
|
|
$
|
125
|
.46
|
|
$
|
130
|
.57
|
|
$
|
135
|
.88
|
|
|
Class B
|
|
Year 1
|
|
Year 2
|
|
Year 3
|
|
Year 4
|
|
Year 5
|
|
Year 6
|
|
Year 7
|
|
Year 8
|
|
Year 9
|
|
Year 10
|
|
Annual Expense Ratio
|
|
|
0
|
.93%
|
|
|
0
|
.93%
|
|
|
0
|
.93%
|
|
|
0
|
.93%
|
|
|
0
|
.93%
|
|
|
0
|
.93%
|
|
|
0
|
.93%
|
|
|
0
|
.93%
|
|
|
0
|
.93%
|
|
|
0
|
.93%
|
Cumulative Return Before Expenses
|
|
|
5
|
.00%
|
|
|
10
|
.25%
|
|
|
15
|
.76%
|
|
|
21
|
.55%
|
|
|
27
|
.63%
|
|
|
34
|
.01%
|
|
|
40
|
.71%
|
|
|
47
|
.75%
|
|
|
55
|
.13%
|
|
|
62
|
.89%
|
Cumulative Return After Expenses
|
|
|
4
|
.07%
|
|
|
8
|
.31%
|
|
|
12
|
.71%
|
|
|
17
|
.30%
|
|
|
22
|
.08%
|
|
|
27
|
.04%
|
|
|
32
|
.21%
|
|
|
37
|
.60%
|
|
|
43
|
.20%
|
|
|
49
|
.02%
|
End of Year Balance
|
|
$
|
10,407
|
.00
|
|
$
|
10,830
|
.56
|
|
$
|
11,271
|
.37
|
|
$
|
11,730
|
.11
|
|
$
|
12,207
|
.53
|
|
$
|
12,704
|
.38
|
|
$
|
13,221
|
.44
|
|
$
|
13,759
|
.56
|
|
$
|
14,319
|
.57
|
|
$
|
14,902
|
.38
|
Estimated Annual Expenses
|
|
$
|
94
|
.89
|
|
$
|
98
|
.75
|
|
$
|
102
|
.77
|
|
$
|
106
|
.96
|
|
$
|
111
|
.31
|
|
$
|
115
|
.84
|
|
$
|
120
|
.56
|
|
$
|
125
|
.46
|
|
$
|
130
|
.57
|
|
|
135
|
.88
|
|
|
Class C
|
|
Year 1
|
|
Year 2
|
|
Year 3
|
|
Year 4
|
|
Year 5
|
|
Year 6
|
|
Year 7
|
|
Year 8
|
|
Year 9
|
|
Year 10
|
|
Annual Expense Ratio
|
|
|
1
|
.68%
|
|
|
1
|
.68%
|
|
|
1
|
.68%
|
|
|
1
|
.68%
|
|
|
1
|
.68%
|
|
|
1
|
.68%
|
|
|
1
|
.68%
|
|
|
1
|
.68%
|
|
|
1
|
.68%
|
|
|
1
|
.68%
|
Cumulative Return Before Expenses
|
|
|
5
|
.00%
|
|
|
10
|
.25%
|
|
|
15
|
.76%
|
|
|
21
|
.55%
|
|
|
27
|
.63%
|
|
|
34
|
.01%
|
|
|
40
|
.71%
|
|
|
47
|
.75%
|
|
|
55
|
.13%
|
|
|
62
|
.89%
|
Cumulative Return After Expenses
|
|
|
3
|
.32%
|
|
|
6
|
.75%
|
|
|
10
|
.29%
|
|
|
13
|
.96%
|
|
|
17
|
.74%
|
|
|
21
|
.65%
|
|
|
25
|
.69%
|
|
|
29
|
.86%
|
|
|
34
|
.17%
|
|
|
38
|
.63%
|
End of Year Balance
|
|
$
|
10,332
|
.00
|
|
$
|
10,675
|
.02
|
|
$
|
11,029
|
.43
|
|
$
|
11,395
|
.61
|
|
$
|
11,773
|
.94
|
|
$
|
12,164
|
.84
|
|
$
|
12,568
|
.71
|
|
$
|
12,985
|
.99
|
|
$
|
13,417
|
.13
|
|
$
|
13,862
|
.58
|
Estimated Annual Expenses
|
|
$
|
170
|
.79
|
|
$
|
176
|
.46
|
|
$
|
182
|
.32
|
|
$
|
188
|
.37
|
|
$
|
194
|
.62
|
|
$
|
201
|
.09
|
|
$
|
207
|
.76
|
|
$
|
214
|
.66
|
|
$
|
221
|
.79
|
|
$
|
229
|
.15
|
|
|
Class Y
|
|
Year 1
|
|
Year 2
|
|
Year 3
|
|
Year 4
|
|
Year 5
|
|
Year 6
|
|
Year 7
|
|
Year 8
|
|
Year 9
|
|
Year 10
|
|
Annual Expense Ratio
|
|
|
0
|
.68%
|
|
|
0
|
.68%
|
|
|
0
|
.68%
|
|
|
0
|
.68%
|
|
|
0
|
.68%
|
|
|
0
|
.68%
|
|
|
0
|
.68%
|
|
|
0
|
.68%
|
|
|
0
|
.68%
|
|
|
0
|
.68%
|
Cumulative Return Before Expenses
|
|
|
5
|
.00%
|
|
|
10
|
.25%
|
|
|
15
|
.76%
|
|
|
21
|
.55%
|
|
|
27
|
.63%
|
|
|
34
|
.01%
|
|
|
40
|
.71%
|
|
|
47
|
.75%
|
|
|
55
|
.13%
|
|
|
62
|
.89%
|
Cumulative Return After Expenses
|
|
|
4
|
.32%
|
|
|
8
|
.83%
|
|
|
13
|
.53%
|
|
|
18
|
.43%
|
|
|
23
|
.55%
|
|
|
28
|
.89%
|
|
|
34
|
.45%
|
|
|
40
|
.26%
|
|
|
46
|
.32%
|
|
|
52
|
.64%
|
End of Year Balance
|
|
$
|
10,432
|
.00
|
|
$
|
10,882
|
.66
|
|
$
|
11,352
|
.79
|
|
$
|
11,843
|
.23
|
|
$
|
12,354
|
.86
|
|
$
|
12,888
|
.59
|
|
$
|
13,445
|
.38
|
|
$
|
14,026
|
.22
|
|
$
|
14,632
|
.15
|
|
$
|
15,264
|
.26
|
Estimated Annual Expenses
|
|
$
|
69
|
.47
|
|
$
|
72
|
.47
|
|
$
|
75
|
.60
|
|
$
|
78
|
.87
|
|
$
|
82
|
.27
|
|
$
|
85
|
.83
|
|
$
|
89
|
.54
|
|
$
|
93
|
.40
|
|
$
|
97
|
.44
|
|
$
|
101
|
.65
|
|
|
10 Invesco
Van Kampen High Yield Municipal Fund
Shareholder
Account Information
In addition to the Fund, Invesco serves as investment adviser to
many other Invesco and Invesco Van Kampen mutual funds that are
offered to retail investors (Invesco Funds or Funds). The
following information is about all of the Invesco Funds that
offer retail share classes.
If shares of the Funds are held in an account maintained by an
intermediary or in the name of a conduit investment vehicle (and
not in the name of an individual investor), the intermediary or
conduit investment vehicle may impose rules which differ from,
and/or
charge a transaction or other fee in addition to, those
described in this prospectus.
Additional information is available on the Internet at
www.invesco.com/us.
Go to the tab for Accounts & Services, then
click on Service Center, or consult the Funds
SAI, which is available on that same Web site or upon request
free of charge. The Web site is not part of this prospectus.
Choosing
a Share Class
Each Fund may offer multiple classes of shares and not all Funds
offer all share classes discussed herein. Each class represents
an interest in the same portfolio of investments. Certain
classes have higher expenses than other classes which may lower
the return on your investment when compared to a less expensive
class. In deciding which class of shares to purchase, you should
consider the following attributes of the various share classes,
among other things: (i) the eligibility requirements that
apply to purchases of a particular class, (ii) the initial
sales charges and contingent deferred sales charges (CDSCs), if
any, applicable to the class, (iii) the
12b-1
fee,
if any, paid by the class, and (iv) any services you may
receive from a financial intermediary. Please contact your
financial adviser to assist you in making your decision. Please
refer to the prospectus fee table for more information on the
fees and expenses of a particular Funds share classes.
|
|
|
|
|
|
|
|
|
|
|
|
Share Classes
|
|
Class A
|
|
Class B
|
|
Class C
|
|
Class R
|
|
Class Y
|
|
Investor Class
|
|
n
Initial sales charge which may be waived or reduced
|
|
n
No initial sales charge
|
|
n
No initial sales charge
|
|
n
No initial sales charge
|
|
n
No initial sales charge
|
|
n
No initial sales charge
|
n
Contingent deferred sales charge on certain redemptions
|
|
n
Contingent deferred sales charge on redemptions within six or fewer years
|
|
n
Contingent deferred sales charge on redemptions within one year
4
|
|
n
No contingent deferred sales charge
|
|
n
No contingent deferred sales charge
|
|
n
No contingent deferred sales charge
|
n
12b-1
fee of up to 0.25%
1
|
|
n
12b-1
fee of up to 1.00%
|
|
n
12b-1
fee of up to 1.00%
5
|
|
n
12b-1
fee of up to 0.50%
|
|
n
No
12b-1
fee
|
|
n
12b-1
fee of up to 0.25%
1
|
|
|
n
Generally converts to Class A shares on or about the end of the month which is at least eight years after the date on which shares were purchased along with a pro rata portion of reinvested dividends and distributions
2,3
|
|
n
Does not convert to Class A shares
|
|
n
Does not convert to Class A shares
|
|
n
Does not convert to Class A shares
|
|
n
Does not convert to Class A shares
|
n
Generally more appropriate for long-term investors
|
|
n
New or additional investments are not permitted.
|
|
n
Generally more appropriate for
short-term
investors
n
Purchase orders limited to amounts less than $1,000,000
|
|
n
Generally available only to employee benefit plans
|
|
n
Class Y shares are generally available to (i) investors who purchase through a fee-based advisory account with an approved financial intermediary, (ii) defined contribution plans, defined benefit retirement plans, endowments or foundations, (iii) banks or bank trust departments acting on their own behalf or as trustee or manager for trust accounts, or (iv) any current, former or retired trustee, director, officer or employee (or immediate family members of a current, former or retired trustee, director, officer or employee) of any Invesco Fund or of Invesco Ltd. or any of its subsidiaries. In fee-based advisory programs, a financial intermediary typically charges each investor a fee based on the value of the investors account in exchange for servicing that account. Class Y shares are generally not available for individual retirement accounts (IRAs) such as traditional, Roth, SEP, SAR-SEP and SIMPLE IRAs.
|
|
n
Generally closed to new investors
|
A-1 The
Invesco Funds
MCF06/12
|
|
|
1
|
|
Class A2 shares of Invesco Tax-Free Intermediate Fund and
Investor Class shares of Invesco Money Market Fund, Invesco
Tax-Exempt Cash Fund, Premier Portfolio, Premier Tax-Exempt
Portfolio and Premier U.S. Government Money Portfolio do
not have a
12b-1
fee,
and the Invesco Short Term Bond Fund Class A shares have a 12b-1
fee of 0.15%.
|
2
|
|
Class B shares of Invesco Money Market Fund convert to Invesco
Cash Reserve Shares. Class B5 shares of Invesco Money
Market Fund convert to Class A5 shares.
|
3
|
|
Class B shares and Class B5 shares will not convert to
Class A shares or Class A5 shares, respectively, that
have a higher 12b-1 fee rate than the respective Class B
shares or Class B5 shares at the time of conversion.
|
4
|
|
CDSC does not apply to redemption of Class C shares of Invesco
Short Term Bond Fund unless you received Class C shares of
Invesco Short Term Bond Fund through an exchange from Class C
shares from another Invesco Fund that is still subject to a CDSC.
|
5
|
|
The
12b-1
fee for Class C shares of certain Funds is less than 1.00%.
The Fees and Expenses of the FundAnnual Fund
Operating Expenses section of this prospectus reflects the
actual
12b-1
fees paid by a Fund.
|
In addition to the share classes shown in the chart above, the
following Funds offer the following additional share classes on
a limited basis:
|
|
n
|
Class A2 shares: Invesco Limited Maturity Treasury Fund and
Invesco Tax-Free Intermediate Fund;
|
|
n
|
Class A5 shares: Invesco Balanced-Risk Retirement Funds and
Invesco Money Market Fund;
|
|
n
|
Class B5 shares: Invesco Money Market Fund (New or
additional investments in Class B5 shares are not
permitted);
|
|
n
|
Class C5 shares: Invesco Balanced-Risk Retirement Funds and
Invesco Money Market Fund;
|
|
n
|
Class R5 shares: Invesco Balanced-Risk Retirement Funds;
|
|
n
|
Class P shares: Invesco Summit Fund;
|
|
n
|
Class S shares: Invesco Charter Fund, Invesco Conservative
Allocation Fund, Invesco Growth Allocation Fund, Invesco
Moderate Allocation Fund and Invesco Summit Fund; and
|
|
n
|
Invesco Cash Reserve Shares: Invesco Money Market Fund.
|
Share
Class Eligibility
Class A, B,
C and Invesco Cash Reserve Shares
Class A, C and Invesco Cash Reserve Shares are available to
all retail investors, including individuals, trusts,
corporations and other business and charitable organizations and
eligible employee benefit plans. The share classes offer
different fee structures which are intended to compensate
financial intermediaries for services provided in connection
with the sale of shares and continued maintenance of the
customer relationship. You should consider the services provided
by your financial adviser and any other financial intermediaries
who will be involved in the servicing of your account when
choosing a share class.
New or additional investments in Class B shares are not
permitted. Existing shareholders of Class B shares may
continue as Class B shareholders, continue to reinvest
dividends and capital gains distributions in Class B shares
and exchange their Class B shares for Class B shares
of other Funds as permitted by the current exchange privileges,
until they convert. For Class B shares outstanding on
November 29, 2010 and Class B shares acquired upon
reinvestment of dividends, all Class B share attributes
including the associated Rule 12b-1 fee, CDSC and conversion
features, will continue.
Class A2 Shares
Class A2 shares, which are offered only on Invesco
Limited Maturity Treasury Fund and Invesco Tax-Free Intermediate
Fund, are closed to new investors. All references in this
prospectus to Class A shares, shall include Class A2 shares,
unless otherwise noted.
Class A5,
B5, C5 and R5 Shares
Class A5, B5, C5 and R5 shares are closed to new investors.
Only investors who have continuously maintained an account in
Class A5, C5 or R5 of a specific Fund may make additional
purchases into Class A5, C5 and R5, respectively, of such
specific Fund. All references in this Prospectus to
Class A, B, C or R shares of the Invesco Funds shall
include Class A5 (excluding Invesco Money Market Fund), B5,
C5, or R5 shares, respectively, of the Invesco Funds, unless
otherwise noted. All references in this Prospectus to Invesco
Cash Reserve Shares of Invesco Money Market Fund shall include
Class A5 shares of Invesco Money Market Fund, unless
otherwise noted.
Class P
Shares
In addition to the other share classes discussed herein, the
Invesco Summit Fund offers Class P shares, which were
historically sold only through the AIM Summit Investors Plans I
and II (each a Plan and, collectively, the Summit Plans).
Class P shares are sold with no initial sales charge and
have a
12b-1
fee of 0.10%. However, Class P shares are not sold to
members of the general public. Only shareholders who had
accounts in the Summit Plans at the close of business on
December 8, 2006 may purchase Class P shares and only
until the total of their combined investments in the Summit
Plans and in Class P shares directly equals the face amount
of their former Plan under the 30 year extended investment
option. The face amount of a Plan is the combined total of all
scheduled monthly investments under the Plan. For a Plan with a
scheduled monthly investment of $100.00, the face amount would
have been $36,000.00 under the 30 year extended investment
option.
Class R
Shares
Class R shares are generally available only to eligible
employee benefit plans. These may include, for example,
retirement and deferred compensation plans maintained pursuant
to Sections 401, 403, and 457 of the Internal Revenue Code
(the Code); nonqualified deferred compensation plans; health
savings accounts maintained pursuant to Section 223 of the
Code; and voluntary employees beneficiary arrangements
maintained pursuant to Section 501(c)(9) of the Code.
Retirement plans maintained pursuant to Section 401
generally include 401(k) plans, profit sharing plans, money
purchase pension plans, and defined benefit plans. Class R
shares are generally not available for individual retirement
accounts (IRAs) such as traditional, Roth, SEP, SAR-SEP and
SIMPLE IRAs.
Class S
Shares
Class S shares are limited to investors who purchase shares
with the proceeds received from a systematic contractual
investment plan redemption within the 12 months prior to
purchasing Class S shares, and who purchase through an
approved financial intermediary that has an agreement with the
distributor to sell Class S shares. Class S shares are
not otherwise sold to members of the general public. An investor
purchasing Class S shares will not pay an initial sales
charge. The investor will no longer be eligible to purchase
additional Class S shares at that point where the value of
the contributions to the prior systematic contractual investment
plan combined with the subsequent Class S share
contributions equals the face amount of what would have been the
investors systematic contractual investment plan under the
30-year
investment option. The face amount of a systematic contractual
investment plan is the combined total of all scheduled monthly
investments under that plan. For a plan with a scheduled monthly
investment of $100.00, the face amount would have been
$36,000.00 under the
30-year
extended investment option.
Class Y
Shares
Class Y shares are generally available to investors who
purchase through a fee-based advisory account with an approved
financial intermediary or
A-2 The
Invesco Funds
to any current, former or retired trustee, director, officer or
employee (or immediate family members of a current, former or
retired trustee, director, officer or employee) of any Invesco
Fund or of Invesco Ltd. or any of its subsidiaries. In fee-based
advisory programs, a financial intermediary typically charges
each investor a fee based on the value of the investors
account in exchange for servicing that account. Class Y
shares are generally not available for individual retirement
accounts (IRAs) such as traditional, Roth, SEP, SAR-SEP and
SIMPLE IRAs.
Subject to any conditions or limitations imposed on the
servicing of Class Y shares by your financial adviser, if
you received Class Y shares as a result of a merger or
reorganization of a predecessor fund into any of the Funds, you
will be permitted to make additional Class Y share
purchases.
Investor
Class Shares
Some of the Funds offer Investor Class
shares.
Investor Class shares are sold with no initial
sales charge and have a maximum
12b-1
fee of
0.25%. Investor Class shares are not sold to members of the
general public. Only the following persons may purchase Investor
Class shares:
|
|
n
|
Investors who established accounts prior to April 1, 2002,
in Investor Class shares who have continuously maintained an
account in Investor Class shares (this includes anyone listed in
the registration of an account, such as a joint owner, trustee
or custodian, and immediate family members of such persons).
These investors are referred to as Investor Class
grandfathered investors.
|
n
|
Customers of certain financial intermediaries which have had
relationships with the Funds distributor or any Funds that
offered Investor Class shares prior to April 1, 2002, who
have continuously maintained such relationships. These
intermediaries are referred to as Investor Class
grandfathered intermediaries.
|
n
|
Eligible employee benefit plans. Investor Class shares are
generally not available for IRAs unless the IRA depositor is
considered an Investor Class grandfathered investor or the
account is opened through an Investor Class grandfathered
intermediary.
|
n
|
Any current, former or retired trustee, director, officer or
employee (or immediate family member of a current, former or
retired trustee, director, officer or employee) of any Invesco
Fund or of Invesco Ltd. or any of its subsidiaries.
|
Distribution
and Service
(12b-1)
Fees
Except as noted below, each Fund has adopted a distribution plan
or distribution plan and service plan pursuant to SEC
Rule 12b-1.
A
12b-1
plan
allows a Fund to pay distribution and service fees to Invesco
Distributors, Inc. (Invesco Distributors) to compensate or
reimburse, as applicable, Invesco Distributors for its efforts
in connection with the sale and distribution of the Funds
shares and for services provided to shareholders, all or a
substantial portion of which are paid to the dealer of record.
Because the Funds pay these fees out of their assets on an
ongoing basis, over time these fees will increase the cost of
your investment and may cause you to pay more than the maximum
permitted initial sales charges described in this prospectus.
The following Funds and share classes do not have
12b-1
plans:
|
|
n
|
Invesco Tax-Free Intermediate Fund, Class A2 shares.
|
n
|
Invesco Money Market Fund, Investor Class shares.
|
n
|
Invesco Tax-Exempt Cash Fund, Investor Class shares.
|
n
|
Premier Portfolio, Investor Class shares.
|
n
|
Premier U.S. Government Money Portfolio, Investor Class
shares.
|
n
|
Premier Tax-Exempt Portfolio, Investor Class shares.
|
n
|
All Funds, Class Y shares
|
Under the applicable distribution plan or distribution plan and
service plan, the Funds may pay distribution and service fees up
to the following amounts with respect to each Funds
average daily net assets with respect to such class:
|
|
n
|
Class A shares: 0.25%
|
n
|
Class B shares: 1.00%
|
n
|
Class C shares: 1.00%
|
n
|
Class P shares: 0.10%
|
n
|
Class R shares: 0.50%
|
n
|
Class S shares: 0.15%
|
n
|
Invesco Cash Reserve Shares: 0.15%
|
n
|
Investor Class shares: 0.25%
|
Please refer to the prospectus fee table for more information on
a particular Funds
12b-1
fees.
Initial
Sales Charges (Class A Shares Only)
The Funds are grouped into four categories for determining
initial sales charges. The Other Information section
of each Funds prospectus will tell you the sales charge
category in which the Fund is classified. As used below, the
term offering price with respect to all categories
of Class A shares includes the initial sales charge.
|
|
|
|
|
|
|
|
|
|
|
|
|
Category I Initial Sales Charges
|
|
|
|
|
Investors Sales Charge
|
Amount invested
|
|
As a % of
|
|
As a % of
|
in a single transaction
|
|
Offering Price
|
|
Investment
|
|
Less than
|
|
$
|
50,000
|
|
|
|
5.50
|
%
|
|
|
5.82
|
%
|
|
$50,000 but less than
|
|
$
|
100,000
|
|
|
|
4.50
|
|
|
|
4.71
|
|
|
$100,000 but less than
|
|
$
|
250,000
|
|
|
|
3.50
|
|
|
|
3.63
|
|
|
$250,000 but less than
|
|
$
|
500,000
|
|
|
|
2.75
|
|
|
|
2.83
|
|
|
$500,000 but less than
|
|
$
|
1,000,000
|
|
|
|
2.00
|
|
|
|
2.04
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Category II Initial Sales Charges
|
|
|
|
|
Investors Sales Charge
|
Amount invested
|
|
As a % of
|
|
As a % of
|
in a single transaction
|
|
Offering Price
|
|
Investment
|
|
Less than
|
|
$
|
50,000
|
|
|
|
4.75
|
%
|
|
|
4.99
|
%
|
|
$50,000 but less than
|
|
$
|
100,000
|
|
|
|
4.25
|
|
|
|
4.44
|
|
|
$100,000 but less than
|
|
$
|
250,000
|
|
|
|
3.50
|
|
|
|
3.63
|
|
|
$250,000 but less than
|
|
$
|
500,000
|
|
|
|
2.50
|
|
|
|
2.56
|
|
|
$500,000 but less than
|
|
$
|
1,000,000
|
|
|
|
2.00
|
|
|
|
2.04
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Category III Initial Sales Charges
|
|
|
|
|
Investors Sales Charge
|
Amount invested
|
|
As a % of
|
|
As a % of
|
in a single transaction
|
|
Offering Price
|
|
Investment
|
|
Less than
|
|
$
|
100,000
|
|
|
|
1.00
|
%
|
|
|
1.01
|
%
|
|
$100,000 but less than
|
|
$
|
250,000
|
|
|
|
0.75
|
|
|
|
0.76
|
|
|
$250,000 but less than
|
|
$
|
1,000,000
|
|
|
|
0.50
|
|
|
|
0.50
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Category IV Initial Sales Charges
|
|
|
|
|
Investors Sales Charge
|
Amount invested
|
|
As a % of
|
|
As a % of
|
in a single transaction
|
|
Offering Price
|
|
Investment
|
|
Less than
|
|
$
|
100,000
|
|
|
|
2.50
|
%
|
|
|
2.56
|
%
|
|
$100,000 but less than
|
|
$
|
250,000
|
|
|
|
1.75
|
|
|
|
1.78
|
|
|
$250,000 but less than
|
|
$
|
500,000
|
|
|
|
1.25
|
|
|
|
1.27
|
|
|
$500,000 but less than
|
|
$
|
1,000,000
|
|
|
|
1.00
|
|
|
|
1.01
|
|
|
Class A
Shares Sold Without an Initial Sales Charge
Certain categories of investors are permitted to purchase and
certain intermediaries are permitted to sell Class A shares
of the Funds without an initial sales charge because their
transactions involve little or no expense. The investors who may
purchase Class A shares without paying an initial sales
charge include the following:
|
|
n
|
Investors who purchase shares through a fee-based advisory
account with an approved financial intermediary or any current
or retired trustee, director, officer or employee of any Invesco
Fund or of Invesco Ltd. or
|
A-3 The
Invesco Funds
|
|
|
any of its subsidiaries. In a fee based advisory program, a
financial intermediary typically charges each investor a fee
based on the value of the investors account in exchange
for servicing that account.
|
|
|
n
|
Any investor who purchases their shares with the proceeds of a
rollover, transfer or distribution from a retirement plan or
individual retirement account for which Invesco Distributors
acts as the prototype sponsor to another eligible retirement
plan or individual retirement account for which Invesco
Distributors acts as the prototype sponsor, to the extent that
such proceeds are attributable to the redemption of shares of a
Fund held through the plan or account.
|
n
|
Certain retirement plans (the Plan or
Plans); provided, however, that such Plans:
|
|
|
|
|
n
|
have assets of at least $1 million; or
|
|
n
|
have at least 100 employees eligible to participate in the
Plan; or
|
|
n
|
execute multiple-plan transactions through a single omnibus
account per Fund.
|
|
|
n
|
Any investor who maintains an account in Investor Class shares
of a Fund (this includes anyone listed in the registration of an
account, such as a joint owner, trustee or custodian, and
immediate family members of such persons).
|
n
|
Qualified Tuition Programs created and maintained in accordance
with Section 529 of the Code.
|
n
|
Insurance company separate accounts.
|
No investor will pay an initial sales charge in the following
circumstances:
|
|
n
|
When buying Class A shares of Invesco Tax-Exempt Cash Fund.
|
n
|
When reinvesting dividends and distributions.
|
n
|
When exchanging shares of one Fund, that were previously
assessed a sales charge, for shares of another Fund.
|
n
|
As a result of a Funds merger, consolidation, or
acquisition of the assets of another Fund.
|
n
|
Unit investment trusts sponsored by Invesco Distributors or its
affiliates.
|
n
|
Unitholders of Invesco Van Kampen unit investment trusts that
enrolled in the reinvestment program prior to December 3,
2007 to reinvest distributions from such trusts in Class A
shares of the Funds. The Funds reserve the right to modify or
terminate this program at any time.
|
Reduced Sales
Charges and Sales Charge Exceptions
You may qualify for reduced sales charges or sales charge
exceptions. Qualifying types of accounts for you and your
Immediate Family as described in a Funds SAI
include individual, joint, certain trusts, 529 college savings
plan and Coverdell Education Savings, certain retirement plans
established for the benefit of an individual, and Uniform
Gifts/Transfers to Minor Acts accounts. To qualify for these
reductions or exceptions, you or your financial adviser must
notify the transfer agent and provide the necessary
documentation at the time of purchase that your purchase
qualifies for such treatment. Certain individuals and
employer-sponsored retirement plans may link accounts for the
purpose of qualifying for lower initial sales charges.
Purchases of Class A shares of Invesco Tax-Exempt Cash Fund
or Invesco Cash Reserve Shares of Invesco Money Market Fund or
Investor Class shares of any fund will not be taken into account
in determining whether a purchase qualifies for a reduction in
initial sales charges pursuant to
Rights of Accumulation
or
Letters of Intent.
Rights of
Accumulation
You may combine your new purchases of Class A shares of a
Fund with other Fund shares currently owned (Class A, B, C,
IB, IC, P, R, S or Y) for the purpose of qualifying for the
lower initial sales charge rates that apply to larger purchases.
The applicable initial sales charge for the new purchase is
based on the total of your current purchase and the value of
other shares owned based on their current public offering price.
The transfer agent may automatically link certain accounts
registered in the same name with the same taxpayer
identification number for the purpose of qualifying you for
lower initial sales charge rates.
Letters of
Intent
Under a Letter of Intent (LOI), you commit to purchase a
specified dollar amount of Class A shares of one or more
Funds during a
13-month
period. The amount you agree to purchase determines the initial
sales charge you pay. If the full amount committed to in the LOI
is not invested by the end of the
13-month
period, your account will generally be assessed the higher
initial sales charge that would normally be applicable to the
total amount actually invested.
Reinstatement
Following Redemption
If you redeem any class of shares of a Fund, you may reinvest
all or a portion of the proceeds from the redemption in the same
share class of any Fund in the same Category within
180 days of the redemption without paying an initial sales
charge. Class B, P and S redemptions may be reinvested only
into Class A shares with no initial sales charge.
Class Y redemptions may be reinvested into either
Class Y shares or Class A shares with no initial sales
charge.
This reinstatement privilege does not apply to a purchase made
through a regularly scheduled automatic investment plan, such as
a purchase by a regularly scheduled payroll deduction or
transfer from a bank account.
This reinstatement privilege is suspended for the period of time
in which a purchase block is in place on a shareholders
account. Please see Purchase Blocking Policy
discussed below.
In order to take advantage of this reinstatement privilege, you
must inform your financial adviser or the transfer agent that
you wish to do so at the time of your investment.
Contingent
Deferred Sales Charges (CDSCs)
CDSCs on
Class A Shares and Invesco Cash Reserve Shares of Invesco
Money Market Fund
You can purchase $1,000,000 or more (a Large Purchase) of
Class A shares of Category I, II and IV Funds without
paying an initial sales charge. However, if you redeem these
shares prior to 18 months after the date of purchase, they
will be subject to a CDSC of 1%.
If you currently own Class A shares of a Category I, II or
IV Fund, and make additional purchases without paying an initial
sales charge that result in account balances of $1,000,000 or
more, the additional shares purchased will be subject to an
18-month,
1%
CDSC.
If Invesco Distributors pays a concession to the dealer of
record in connection with a Large Purchase of Class A
shares by an employee benefit plan, the Class A shares may
be subject to a 1% CDSC if all of the plans shares are
redeemed within one year from the date of the plans
initial purchase.
If you acquire Invesco Cash Reserve Shares of Invesco Money
Market Fund or Class A shares of Invesco Tax-Exempt Cash
Fund through an exchange involving Class A shares that were
subject to a CDSC, the shares acquired as a result of the
exchange will continue to be subject to that same CDSC.
CDSCs on
Class B Shares
Class B shares are subject to a CDSC. If you redeem your
shares during the CDSC period, you will be assessed a CDSC as
follows, unless you qualify for one of the CDSC exceptions
outlined below. The Funds are grouped into seven categories for
determining CDSCs. The Other Information section of
each Funds prospectus will tell you the CDSC category in
which the Fund is classified.
A-4 The
Invesco Funds
|
|
|
|
|
CDSC Category I
|
|
Year since purchase made
|
|
Class B CDSC
|
|
|
|
First
|
|
|
5.00
|
%
|
|
Second
|
|
|
4.00
|
|
|
Third
|
|
|
3.00
|
|
|
Fourth
|
|
|
3.00
|
|
|
Fifth
|
|
|
2.00
|
|
|
Sixth
|
|
|
1.00
|
|
|
Seventh and following
|
|
|
None
|
|
|
|
|
|
|
|
CDSC Category II
|
|
Year since purchase made
|
|
Class B CDSC
|
|
|
|
First
|
|
|
5.00
|
%
|
|
Second
|
|
|
4.00
|
|
|
Third
|
|
|
3.00
|
|
|
Fourth
|
|
|
2.00
|
|
|
Fifth
|
|
|
2.00
|
|
|
Sixth
|
|
|
1.00
|
|
|
Seventh and following
|
|
|
None
|
|
|
|
|
|
|
|
CDSC Category III
|
|
Year since purchase made
|
|
Class B CDSC
|
|
|
|
First
|
|
|
5.00
|
%
|
|
Second
|
|
|
4.00
|
|
|
Third
|
|
|
3.00
|
|
|
Fourth
|
|
|
2.50
|
|
|
Fifth
|
|
|
1.50
|
|
|
Sixth
|
|
|
None
|
|
|
|
|
|
|
|
CDSC Category IV
|
|
Year since purchase made
|
|
Class B CDSC
|
|
|
|
First
|
|
|
4.00
|
%
|
|
Second
|
|
|
3.75
|
|
|
Third
|
|
|
3.50
|
|
|
Fourth
|
|
|
2.50
|
|
|
Fifth
|
|
|
1.50
|
|
|
Sixth
|
|
|
1.00
|
|
|
Seventh and following
|
|
|
None
|
|
|
|
|
|
|
|
CDSC Category V
|
|
Year since purchase made
|
|
Class B CDSC
|
|
|
|
First
|
|
|
2.00
|
%
|
|
Second
|
|
|
1.50
|
|
|
Third
|
|
|
1.00
|
|
|
Fourth
|
|
|
0.50
|
|
|
Fifth and following
|
|
|
None
|
|
|
|
|
|
|
|
|
|
|
|
CDSC Category VI
|
|
|
|
Class B CDSC
|
|
|
Class B CDSC
|
|
|
|
purchased before
|
|
|
purchased on or after
|
|
Year since purchase made
|
|
June 1, 2005
|
|
|
June 1, 2005
|
|
|
|
First
|
|
|
3.00
|
%
|
|
|
4.00
|
%
|
|
Second
|
|
|
2.50
|
|
|
|
4.00
|
|
|
Third
|
|
|
2.00
|
|
|
|
3.00
|
|
|
Fourth
|
|
|
1.00
|
|
|
|
2.50
|
|
|
Fifth
|
|
|
None
|
|
|
|
1.50
|
|
|
Sixth and following
|
|
|
None
|
|
|
|
None
|
|
|
|
|
|
|
|
CDSC Category VII
|
|
Year since purchase made
|
|
Class B CDSC
|
|
|
|
First
|
|
|
4.00
|
%
|
|
Second
|
|
|
4.00
|
|
|
Third
|
|
|
3.00
|
|
|
Fourth
|
|
|
2.50
|
|
|
Fifth
|
|
|
1.50
|
|
|
Sixth and following
|
|
|
None
|
|
|
CDSCs on
Class C Shares
Class C shares are sold without an initial sales charge.
However, they are subject to a CDSC. If you redeem your shares
during the first year since purchase has been made you will be
assessed a 1% CDSC, unless you qualify for one of the CDSC
exceptions outlined below.
CDSCs on
Class C SharesEmployee Benefit Plan
Invesco Distributors pays a concession to the dealer of record
in connection with a purchase of Class C shares by an
employee benefit plan; the Class C shares are subject to a
1.00% CDSC at the time of redemption if all of the plans
shares are redeemed within one year from the date of the
plans initial purchase.
CDSCs on
Class C Shares of Invesco Short Term Bond Fund
Class C shares of Invesco Short Term Bond Fund are not
normally subject to a CDSC. However, if you acquired shares of
those Funds through an exchange, and the shares originally
purchased were subject to a CDSC, the shares acquired as a
result of the exchange will continue to be subject to that same
CDSC. Conversely, if you acquire Class C shares of any
other Fund as a result of an exchange involving Class C
shares of Invesco Short Term Bond Fund that were not subject to
a CDSC, then the shares acquired as a result of the exchange
will not be subject to a CDSC.
Computing a
CDSC
The CDSC on redemptions of shares is computed based on the lower
of their original purchase price or current net asset value, net
of reinvested dividends and capital gains distributions. In
determining whether to charge a CDSC, shares are accounted for
on a
first-in,
first-out basis, which means that you will redeem shares on
which there is no CDSC first, and then shares in the order of
their purchase.
CDSC
Exceptions
Investors who own shares that are otherwise subject to a CDSC
will not pay a CDSC in the following circumstances:
|
|
n
|
If you participate in the Systematic Redemption Plan and
withdraw up to 12% of the value of your shares that are subject
to a CDSC in any twelve-month period.
|
n
|
If you redeem shares to pay account fees.
|
n
|
If you are the executor, administrator or beneficiary of an
estate or are otherwise entitled to assets remaining in an
account following the death
|
A-5 The
Invesco Funds
|
|
|
or post-purchase disability of a shareholder or beneficial owner
and you choose to redeem those shares.
|
There are other circumstances under which you may be able to
redeem shares without paying CDSCs.
Shares acquired through the reinvestment of dividends and
distributions are not subject to CDSCs.
The following share classes are sold with no CDSC:
|
|
n
|
Class A shares of Invesco Tax-Exempt Cash Fund.
|
n
|
Class A shares of Invesco Limited Maturity Treasury
Fund and Invesco Tax-Free Intermediate Fund purchased on or
after October 21, 2002, and prior to February 1, 2010.
|
n
|
Class A2 shares of Invesco Limited Maturity Treasury
Fund and Invesco Tax-Free Intermediate Fund.
|
n
|
Invesco Cash Reserve Shares of Invesco Money Market Fund.
|
n
|
Investor Class shares of any Fund.
|
n
|
Class P shares of Invesco Summit Fund.
|
n
|
Class S shares of Invesco Charter Fund, Invesco
Conservative Allocation Fund, Invesco Growth Allocation Fund,
Invesco Moderate Allocation Fund and Invesco Summit Fund.
|
n
|
Class Y shares of any Fund.
|
CDSCs Upon
Converting to Class Y Shares
If shares that are subject to a CDSC are converted to
Class Y shares, the applicable CDSC will be assessed prior
to conversion.
Purchasing
Shares
If you hold your shares through a financial intermediary, your
eligibility to purchase shares and the terms by which you may
purchase, redeem and exchange shares may differ depending on
that institutions policies.
Minimum
Investments
There are no minimum investments for Class P, R or S shares
for fund accounts. The minimum investments for Class A, C,
Y, Investor Class and Invesco Cash Reserve shares for fund
accounts are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional
|
|
|
Initial Investment
|
|
Investments
|
Type of Account
|
|
Per Fund
|
|
Per Fund
|
|
Asset or fee-based accounts managed by your financial adviser
|
|
|
None
|
|
|
|
None
|
|
|
Eligible employee benefit plans, SEP, SARSEP and SIMPLE IRA plans
|
|
|
None
|
|
|
|
None
|
|
|
IRAs, Roth IRAs and Coverdell ESAs if the new investor is
purchasing shares through a systematic purchase plan
|
|
$
|
25
|
|
|
$
|
25
|
|
|
All other accounts if the investor is purchasing shares through
a systematic purchase plan
|
|
|
50
|
|
|
|
50
|
|
|
IRAs, Roth IRAs and Coverdell ESAs
|
|
|
250
|
|
|
|
25
|
|
|
All other accounts
|
|
|
1,000
|
|
|
|
50
|
|
|
Invesco Distributors has the discretion to accept orders for
lesser amounts
|
|
|
|
|
|
|
|
|
|
How to Purchase
Shares
|
|
|
|
|
|
|
Opening An Account
|
|
Adding To An Account
|
|
Through a Financial Adviser
|
|
Contact your financial adviser.
|
|
Contact your financial adviser.
|
By Mail
|
|
Mail completed account application and check to the transfer
agent,
Invesco Investment Services, Inc.,
P.O. Box 219078,
Kansas City, MO
64121-9078.
Invesco Investment Services, Inc. does NOT accept the following
types of payments: Credit Card Checks, Third Party Checks, and
Cash*.
|
|
Mail your check and the remittance slip from your confirmation
statement to the transfer agent. Invesco Investment Services,
Inc. does NOT accept the following types of payments: Credit
Card Checks, Third Party Checks, and Cash*.
|
By Wire
|
|
Mail completed account application to the transfer agent. Call
the transfer agent at (800)
959-4246
to
receive a reference number. Then, use the wire instructions
provided below.
|
|
Call the transfer agent to receive a reference number. Then, use
the wire instructions provided below.
|
Wire Instructions
|
|
Beneficiary Bank ABA/Routing #: 011001234
Beneficiary Account Number: 729639
Beneficiary Account Name: Invesco Investment Services, Inc.
RFB: Fund Name, Reference #
OBI: Your Name, Account #
|
By Telephone
|
|
Open your account using one of the methods described above.
|
|
Select the Bank Account Information option on your completed
account application or complete a Systematic Options and Bank
Information Form. Mail the application or form to the transfer
agent. Once the transfer agent has received the form, call the
transfer agent at the number below to place your purchase order.
|
Automated Investor Line
|
|
Open your account using one of the methods described above.
|
|
Call the Invesco Investment Services, Inc.
24-hour
Automated Investor Line at
1-800-246-5463.
You may place your order after you have provided the bank
instructions that will be requested.
|
By Internet
|
|
Open your account using one of the methods described above.
|
|
Access your account at www.invesco.com/us. The proper bank
instructions must have been provided on your account. You may
not purchase shares in retirement accounts on the internet.
|
|
|
|
|
*
|
|
In addition, Invesco Investment Services, Inc. does not accept
cash equivalents for employer sponsored plan accounts. Cash
equivalents include cashiers checks, official checks, bank
drafts, travelers checks, treasurers checks, postal
money orders or money orders. We also reserve the right to
reject at our sole discretion payment by Temporary / Starter
Checks.
|
Purchase orders will not be processed unless the account
application and purchase payment are received in good order. In
accordance with the USA PATRIOT Act, if you fail to provide all
the required information requested in the current account
application, your purchase order will not be processed.
Additionally, federal law requires that the Fund verify and
record your identifying information.
A-6 The
Invesco Funds
Systematic
Purchase Plan
You can arrange for periodic investments in any of the Funds by
authorizing the transfer agent to withdraw the amount of your
investment from your bank account on a day or dates you specify
and in an amount of at least $25 per Fund for IRAs, Roth IRAs
and Coverdell ESAs, and at least $50 per Fund for all other
types of accounts (a Systematic Purchase Plan). You may stop the
Systematic Purchase Plan at any time by giving the transfer
agent notice ten days prior to your next scheduled withdrawal.
Certain financial advisers and other financial intermediaries
may also offer systematic purchase plans.
Dollar Cost
Averaging
Dollar Cost Averaging allows you to make automatic periodic
exchanges, if permitted, from one Fund to another Fund or
multiple other Funds. The account from which exchanges are to be
made must have a minimum balance of $5,000 before you can use
this option. Exchanges will occur on (or about) the day of the
month you specify, in the amount you specify. Dollar Cost
Averaging cannot be set up for the 29th through the 31st of the
month. The minimum amount you can exchange to another Fund is
$50. Certain financial advisers and other financial
intermediaries may also offer dollar cost averaging programs.
Automatic
Dividend and Distribution Investment
Your dividends and distributions may be paid in cash or
reinvested in the same Fund or another Fund without paying an
initial sales charge. Unless you specify otherwise, your
dividends and distributions will automatically be reinvested in
the same Fund. If you elect to receive your distributions by
check, and the distribution amount is $10 or less, then the
amount will be automatically reinvested in the same Fund and no
check will be issued. If you have elected to receive
distributions by check, and the postal service is unable to
deliver checks to your address of record, then your distribution
election may be converted to having all subsequent distributions
reinvested in the same Fund and no checks will be issued. With
respect to certain account types, if your check remains uncashed
for six months, the Fund generally reserves the right to
reinvest your distribution check in your account at the then
applicable NAV and to reinvest all subsequent distributions in
shares of the Fund. Such checks will be reinvested into the same
share class of the Fund unless you own shares in both Class A
and Class B of the same Fund, in which case the check may be
reinvested into the Class A shares. You should contact the
transfer agent to change your distribution option, and your
request to do so must be received by the transfer agent before
the record date for a distribution in order to be effective for
that distribution. No interest will accrue on amounts
represented by uncashed distribution checks.
You must comply with the following requirements to be eligible
to invest your dividends and distributions in shares of another
Fund:
|
|
n
|
Your account balance in the Fund paying the dividend or
distribution must be at least $5,000; and
|
n
|
Your account balance in the Fund receiving the dividend or
distribution must be at least $500.
|
Portfolio
Rebalancing Program
If you have at least $5,000 in your account, you may participate
in the Portfolio Rebalancing Program. Under this Program, you
can designate how the total value of your Fund holdings should
be rebalanced, on a percentage basis, between two and ten of
your Funds on a quarterly, semiannual or annual basis. Your
portfolio will be rebalanced through the exchange of shares in
one or more of your Funds for shares of the same class of one or
more other Funds in your portfolio. Rebalancing will not occur
if your portfolio is within 2% of your stated allocation. If you
wish to participate in the Program, make changes or cancel the
Program, the transfer agent must receive your request to
participate, changes, or cancellation in good order at least
five business days prior to the next rebalancing date, which is
normally the 28th day of the last month of the period you
choose. We may modify, suspend or terminate the Program at any
time on 60 days prior written notice to participating
investors. Certain financial advisers and other financial
intermediaries may also offer portfolio rebalancing programs.
Redeeming
Shares
For Funds other than Premier Portfolio, Premier Tax-Exempt
Portfolio and Premier U.S. Government Money Portfolio, the
transfer agent or authorized intermediary, if applicable, must
receive your call during the hours of the customary trading
session of the New York Stock Exchange (NYSE) in order to effect
the redemption at that days net asset value. For Premier
Portfolio, Premier Tax-Exempt Portfolio and Premier
U.S. Government Money Portfolio, the transfer agent or
authorized intermediary, if applicable, must receive your call
before the Funds net asset value determination in order to
effect the redemption that day.
|
|
|
How to Redeem Shares
|
|
Through a Financial Adviser or Financial Intermediary
|
|
Contact your financial adviser or financial intermediary
(including your retirement plan administrator).
|
By Mail
|
|
Send a written request to the transfer agent which includes:
|
|
|
n
Original signatures of all registered owners/trustees;
|
|
|
n
The dollar value or number of shares that you wish to redeem;
|
|
|
n
The name of the Fund(s) and your account number;
|
|
|
n
The cost basis method or specific shares you wish to redeem for tax reporting purposes, if different than the method already on record; and
|
|
|
n
Signature guarantees, if necessary (see below).
|
|
|
The transfer agent may require that you provide additional
documentation, or information, such as corporate resolutions or
powers of attorney, if applicable. If you are redeeming from an
IRA or other type of retirement account, you must complete the
appropriate distribution form, as well as employer authorization.
|
By Telephone
|
|
Call the transfer agent at
1-800-959-4246.
You will be allowed to redeem by telephone if:
|
|
|
n
Your redemption proceeds are to be mailed to your address on record (and there has been no change in your address of record within the last 30 days) or transferred electronically to a pre-authorized checking account;
|
|
|
n
You do not hold physical share certificates;
|
|
|
n
You can provide proper identification information;
|
|
|
n
Your redemption proceeds do not exceed $250,000 per Fund; and
|
|
|
n
You have not previously declined the telephone redemption privilege.
|
|
|
You may, in limited circumstances, initiate a redemption from an
Invesco IRA by telephone. Redemptions from other types of
retirement plan accounts may be initiated only in writing and
require the completion of the appropriate distribution form, as
well as employer authorization.
|
Automated Investor Line
|
|
Call the Invesco Investment Services, Inc. 24-hour Automated
Investor Line at
1-800-246-5463.
You may place your redemption order after you have provided the
bank instructions that will be requested.
|
By Internet
|
|
Place your redemption request at www.invesco.com/us. You will be
allowed to redeem by Internet if:
|
|
|
n
You do not hold physical share certificates;
|
|
|
n
You can provide proper identification information;
|
|
|
n
Your redemption proceeds do not exceed $250,000 per Fund; and
|
|
|
n
You have already provided proper bank information.
|
|
|
Redemptions from most retirement plan accounts may be initiated
only in writing and require the completion of the appropriate
distribution form, as well as employer authorization.
|
|
Timing and Method
of Payment
We normally will send out payments within one business day, and
in any event no more than seven days, after your redemption
request is received in good order (meaning that all necessary
information and documentation related to the redemption request
have been provided to the transfer
A-7 The
Invesco Funds
agent or authorized intermediary, if applicable). If you redeem
shares recently purchased by check or ACH, you may be required
to wait up to ten business days before we send your redemption
proceeds. This delay is necessary to ensure that the purchase
has cleared. Payment may be postponed under unusual
circumstances, as allowed by the SEC, such as when the NYSE
restricts or suspends trading.
Redemption checks are mailed to your address of record, via
first class U.S. mail, unless you make other
arrangements with the transfer agent.
We use reasonable procedures to confirm that instructions
communicated via telephone and the Internet are genuine, and we
are not liable for losses arising from actions taken in
accordance with instructions that are reasonably believed to be
genuine.
Expedited
Redemptions (Invesco Cash Reserve Shares of Invesco Money Market
Fund only)
If you place your redemption order by telephone, before
11:30 a.m. Eastern Time and request an expedited
redemption, we will transmit payment of redemption proceeds on
that same day via federal wire to a bank of record on your
account. If we receive your redemption order after
11:30 a.m. Eastern Time and before the close of the
customary trading session of the NYSE, we will transmit payment
on the next business day.
Systematic
Withdrawals
You may arrange for regular periodic withdrawals from your
account in amounts equal to or greater than $50 per Fund. We
will redeem the appropriate number of shares from your account
to provide redemption proceeds in the amount requested. You must
have a total account balance of at least $5,000 in order to
establish a Systematic Redemption Plan, unless you are
establishing a Required Minimum Distribution for a retirement
plan. You can stop this plan at any time by giving ten
days prior notice to the transfer agent.
Check
Writing
The transfer agent provides check writing privileges for
accounts in the following Funds and share classes:
|
|
n
|
Invesco Money Market Fund, Invesco Cash Reserve Shares,
Class A5 shares, Class Y shares and Investor Class
shares
|
n
|
Invesco Tax-Exempt Cash Fund, Class A shares, Class Y
shares and Investor Class shares
|
n
|
Premier Portfolio, Investor Class shares
|
n
|
Premier Tax-Exempt Portfolio, Investor Class shares
|
n
|
Premier U.S. Government Money Portfolio, Investor Class
shares
|
You may redeem shares of these Funds by writing checks in
amounts of $250 or more if you have subscribed to the service by
completing a Check Writing authorization form.
Redemption by check is not available for retirement accounts.
Checks are not eligible to be converted to ACH by the payee. You
may not give authorization to a payee by phone to debit your
account by ACH for a debt owed to the payee.
Signature
Guarantees
We require a signature guarantee in the following circumstances:
|
|
n
|
When your redemption proceeds will equal or exceed $250,000 per
Fund.
|
n
|
When you request that redemption proceeds be paid to someone
other than the registered owner of the account.
|
n
|
When you request that redemption proceeds be sent somewhere
other than the address of record or bank of record on the
account.
|
n
|
When you request that redemption proceeds be sent to a new
address or an address that changed in the last 30 days.
|
The transfer agent will accept a guarantee of your signature by
a number of different types of financial institutions. Call the
transfer agent for additional information. Some institutions
have transaction amount maximums for these guarantees. Please
check with the guarantor institution to determine whether the
signature guarantee offered will be sufficient to cover the
value of your transaction request.
Redemptions in
Kind
Although the Funds generally intend to pay redemption proceeds
solely in cash, the Funds reserve the right to determine, in
their sole discretion, whether to satisfy redemption requests by
making payment in securities or other property (known as a
redemption in kind).
Redemptions
Initiated by the Funds
If your account (Class A, B, C, P, S and Investor Class
shares only) has been open at least one year, you have not made
an additional purchase in the account during the past six
calendar months, and the value of your account falls below $500
for three consecutive months, the Funds have the right to redeem
the account after giving you 60 days prior written
notice. You may avoid having your account redeemed during the
notice period by bringing the account value up to $500 or by
initiating a Systematic Purchase Plan.
If the Fund determines that you have not provided a correct
Social Security or other tax identification number on your
account application, or the Fund is not able to verify your
identity as required by law, the Fund may, at its discretion,
redeem the account and distribute the proceeds to you.
Minimum Account
Balance
A low balance fee of $12 per year will be deducted in the fourth
quarter of each year from all Class A share, Class C
share and Investor Class share accounts held in the Fund (each a
Fund Account) with a value less than the low balance amount
(the Low Balance Amount) as determined from time to time by the
Fund and the Adviser. The Fund and the Adviser generally expect
the Low Balance Amount to be $750, but such amount may be
adjusted for any year depending on various factors, including
market conditions. The Low Balance Amount and the date on which
it will be deducted from any Fund Account will be posted on
our web site, www.invesco.com/us, on or about November 1 of each
year. This fee will be payable to the transfer agent by
redeeming from a Fund Account sufficient shares owned by a
shareholder and will be used by the transfer agent to offset
amounts that would otherwise be payable by the Fund to the
transfer agent under the transfer agency agreement. The low
balance fee is not applicable to Fund Accounts comprised
of: (i) fund of funds accounts, (ii) escheated
accounts, (iii) accounts participating in a Systematic
Purchase Plan established directly with the Fund,
(iv) accounts with Dollar Cost Averaging, (v) accounts
in which Class B Shares are immediately involved in the
automatic conversion to Class A Shares, and those
corresponding Class A Shares immediately involved in such
conversion, (vi) accounts in which all shares are evidenced
by share certificates, (vii) certain retirement plan
accounts, (viii) forfeiture accounts in connection with
certain retirement plans, (ix) investments in Class B,
Class P, Class R, Class S or Class Y Shares,
(x) certain money market funds (Investor Class of Premier
U.S. Government Money, Premier Tax-Exempt and Premier
Portfolios; all classes of Invesco Money Market Fund; and all
classes of Invesco Tax-Exempt Cash Fund), or (xi) accounts
in Class A shares established pursuant to an advisory fee
program.
Some investments in the Funds are made through accounts that are
maintained by intermediaries (rather than the Funds
transfer agent) and some investments are made indirectly through
products that use the Funds as underlying investments, such as
employee benefit plans, funds of funds, qualified tuition plans,
and variable insurance contracts (these products are generally
referred to as conduit investment vehicles). If shares of the
Funds are held in an account maintained by an intermediary or in
the name of a conduit investment vehicle (and not in the names
of individual investors), the intermediary or conduit investment
vehicle may impose low balance rules which differ from those
described in this prospectus. Please consult your financial
adviser or other financial intermediary for details.
A-8 The
Invesco Funds
Exchanging
Shares
You may, under certain circumstances, exchange shares in one
Fund for those of another Fund. An exchange is the purchase of
shares in one Fund which is paid for with the proceeds from a
redemption of shares of another Fund effectuated on the same
day. Any gain on the transaction may be subject to federal
income tax. Accordingly, the procedures and processes applicable
to redemptions of Fund shares, as discussed under the heading
Redeeming Shares above, will apply. Before
requesting an exchange, review the prospectus of the Fund you
wish to acquire.
All exchanges are subject to the limitations set forth in the
prospectuses of the Funds. If you wish to exchange shares of one
Fund for those of another Fund, you must consult the prospectus
of the Fund whose shares you wish to acquire to determine
whether the Fund is offering shares to new investors and whether
you are eligible to acquire shares of that Fund.
Permitted
Exchanges
Except as otherwise provided herein or in the SAI, you generally
may exchange your shares for shares of the same class of another
Fund. The following below shows permitted exchanges:
|
|
|
Exchange From
|
|
Exchange To
|
|
Invesco Cash Reserve Shares
|
|
Class A, C, R, Y*, Investor Class
|
|
Class A
|
|
Class A, Y*, Investor Class, Invesco Cash Reserve Shares
|
|
Class A2
|
|
Class A, Y*, Investor Class, Invesco Cash Reserve Shares
|
|
Class A5
|
|
Class A, Y*, Investor Class, Invesco Cash Reserve Shares
|
|
Investor Class
|
|
Class A, Y*, Investor Class
|
|
Class P
|
|
Class A, Invesco Cash Reserve Shares
|
|
Class S
|
|
Class A, S, Invesco Cash Reserve Shares
|
|
Class B
|
|
Class B
|
|
Class B5
|
|
Class B
|
|
Class C
|
|
Class C, Y*
|
|
Class C5
|
|
Class C, Y*
|
|
Class R
|
|
Class R
|
|
Class R5
|
|
Class R
|
|
Class Y
|
|
Class Y
|
|
|
|
|
*
|
|
You may exchange your Invesco Cash Reserve Shares, Class A
shares, Class C shares or Investor Class shares for Class Y
shares of the same Fund if you otherwise qualify to buy that
Funds Class Y shares. Please consult your financial
adviser to discuss the tax implications, if any, of all
exchanges into Class Y shares of the same Fund.
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Exchanges into
Invesco Van Kampen Senior Loan Fund
Invesco Van Kampen Senior Loan Fund is a closed-end fund that
continuously offers its shares pursuant to the terms and
conditions of its prospectus. The Adviser is the investment
adviser for the Invesco Van Kampen Senior Loan Fund. As with the
Invesco Funds, you generally may exchange your shares of
Class A (Invesco Cash Reserve Shares of Invesco Money
Market Fund), Class B or Class C of any Invesco Fund
for shares of Class A, Class B or Class C,
respectively, of Invesco Van Kampen Senior Loan Fund. Please
refer to the prospectus for the Invesco Van Kampen Senior Loan
Fund for more information, including limitations on exchanges
out of Invesco Van Kampen Senior Loan Fund.
Exchanges Not
Permitted
The following exchanges are not permitted:
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Investor Class shares cannot be exchanged for Class A
shares of any Fund which offers Investor Class shares.
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Exchanges into Class A2 shares of Invesco Limited Maturity
Treasury Fund and Invesco Tax-Free Intermediate Fund (also known
as the Category III Funds) are not permitted.
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Class A2 shares of Invesco Limited Maturity Treasury Fund
and Invesco Tax-Free Intermediate Fund cannot be exchanged for
Class A shares of those Funds.
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Invesco Cash Reserve Shares cannot be exchanged for Class C
or R shares if the shares being exchanged were acquired by
exchange from Class A shares of any Fund.
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Invesco Cash Reserve shares, Class A shares, Class C
shares or Investor Class shares of one Fund cannot be exchanged
for Class Y shares of a different Fund.
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All existing systematic exchanges and reallocations will cease
and these options will no longer be available on all 403(b)
prototype plans.
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Exchange
Conditions
The following conditions apply to all exchanges:
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Shares must have been held for at least one day prior to the
exchange with the exception of dividends and distributions that
are reinvested; and
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If you have physical share certificates, you must return them to
the transfer agent in order to effect the exchange.
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Under unusual market conditions, a Fund may delay the exchange
of shares for up to five business days if it determines that it
would be materially disadvantaged by the immediate transfer of
exchange proceeds. The exchange privilege is not an option or
right to purchase shares. Any of the participating Funds or the
distributor may modify or terminate this privilege at any time.
Initial Sales
Charges, CDSCs and 12b-1 Fees on Applicable to
Exchanges
You may be required to pay an initial sales charge when
exchanging from a Fund with a lower initial sales charge than
the one into which you are exchanging. If you exchange into
shares that are subject to a CDSC, we will begin the holding
period for purposes of calculating the CDSC on the date you made
your initial purchase.
In addition, as a result of differences in the forms of
distribution plans and distribution plans and service plans
among the Funds, certain exchanges of Class A shares,
Class B shares, Class C shares, and Class R
shares of a Fund for the same class of shares of another Fund
may result in investors paying a higher or a lower 12b-1 fee on
the Fund being exchanged into. Please refer to the prospectus
fee table and financial highlights table and the statement of
additional information for more information on the fees and
expenses, including applicable 12b-1 fees, of the Fund you wish
to acquire.
Rights
Reserved by the Funds
Each Fund and its agents reserve the right at any time to:
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Reject or cancel all or any part of any purchase or exchange
order.
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Modify any terms or conditions related to the purchase,
redemption or exchange of shares of any Fund.
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Reject or cancel any request to establish a Systematic Purchase
Plan, Systematic Redemption Plan or Portfolio Rebalancing
Program.
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Suspend, change or withdraw all or any part of the offering made
by this prospectus.
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Excessive
Short-Term Trading Activity (Market Timing)
Disclosures
While the Funds provide their shareholders with daily liquidity,
their investment programs are designed to serve long-term
investors and are not designed to accommodate excessive
short-term trading activity in violation of our policies
described below. Excessive short-term trading activity in the
Funds shares (i.e., a purchase of Fund shares followed
shortly thereafter by a redemption of such shares, or vice
versa) may hurt the long-term performance of certain Funds by
requiring them to maintain an excessive amount of cash or to
liquidate portfolio holdings at a disadvantageous time, thus
interfering with the efficient management of such Funds by
causing them to incur increased brokerage and
A-9 The
Invesco Funds
administrative costs. Where excessive short-term trading
activity seeks to take advantage of arbitrage opportunities from
stale prices for portfolio securities, the value of Fund shares
held by long-term investors may be diluted. The Boards of
Trustees of the Funds (collectively, the Board) have adopted
policies and procedures designed to discourage excessive or
short-term trading of Fund shares for all Funds except the money
market funds. However, there is the risk that these Funds
policies and procedures will prove ineffective in whole or in
part to detect or prevent excessive or short-term trading. These
Funds may alter their policies at any time without prior notice
to shareholders if the adviser believes the change would be in
the best interests of long-term shareholders.
Invesco and certain of its corporate affiliates (Invesco and
such affiliates, collectively, the Invesco Affiliates) currently
use the following tools designed to discourage excessive
short-term trading in the retail Funds:
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Trade activity monitoring.
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Trading guidelines.
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Purchase blocking.
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The use of fair value pricing consistent with procedures
approved by the Board.
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Each of these tools is described in more detail below. Although
these tools are designed to discourage excessive short-term
trading, you should understand that none of these tools alone
nor all of them taken together eliminate the possibility that
excessive short-term trading activity in the Funds will occur.
Moreover, each of these tools involves judgments that are
inherently subjective. Invesco Affiliates seek to make these
judgments to the best of their abilities in a manner that they
believe is consistent with long-term shareholder interests.
Money Market Funds.
The Board of Invesco Money
Market Fund, Invesco Tax-Exempt Cash Fund, Premier Portfolio,
Premier Tax-Exempt Portfolio and Premier U.S. Government
Money Portfolio (the money market funds) has not adopted any
policies and procedures that would limit frequent purchases and
redemptions of such Funds shares. The Board considered the
risks of not having a specific policy that limits frequent
purchases and redemptions, and determined that those risks were
minimal. Nonetheless, to the extent that a money market fund
must maintain additional cash
and/or
securities with short-term durations in greater amounts than may
otherwise be required or borrow to honor redemption requests,
the money market funds yield could be negatively impacted.
The Board does not believe that it is appropriate to adopt any
such policies and procedures for the money market funds for the
following reasons:
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The money market funds are offered to investors as cash
management vehicles; investors must perceive an investment in
such Funds as an alternative to cash, and must be able to
purchase and redeem shares regularly and frequently.
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One of the advantages of a money market fund as compared to
other investment options is liquidity. Any policy that
diminishes the liquidity of the money market funds will be
detrimental to the continuing operations of such Funds.
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The money market funds portfolio securities are valued on
the basis of amortized cost, and such Funds seek to maintain a
constant net asset value. As a result, there are no price
arbitrage opportunities.
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Because the money market funds seek to maintain a constant net
asset value, investors expect to receive upon redemption the
amount they originally invested in such Funds.
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Trade Activity
Monitoring
Invesco Affiliates monitor selected trades on a daily basis in
an effort to detect excessive short-term trading activities. If,
as a result of this monitoring, Invesco Affiliates believe that
a shareholder has engaged in excessive short-term trading, they
will seek to act in a manner that they believe is consistent
with the best interests of long-term investors, which may
include taking steps such as (i) asking the shareholder to
take action to stop such activities or (ii) refusing to
process future purchases or exchanges related to such activities
in the shareholders accounts other than exchanges into a
money market Fund. Invesco Affiliates will use reasonable
efforts to apply the Funds policies uniformly given the
practical limitations described above.
The ability of Invesco Affiliates to monitor trades that are
made through accounts that are maintained by intermediaries
(rather than the Funds transfer agent) and through conduit
investment vehicles may be limited.
Trading
Guidelines
If a Fund or an Invesco Affiliate determines, in its sole
discretion, that your short-term trading activity is excessive,
the Fund may, in its sole discretion, reject any additional
purchase and exchange orders.
Purchase Blocking
Policy
The Funds (except those listed below) have adopted a policy
under which any shareholder redeeming shares having a value of
$5,000 or more from a Fund on any trading day will be precluded
from investing in that Fund for 30 calendar days after the
redemption transaction date. The policy applies to redemptions
and purchases that are part of exchange transactions. Under the
purchase blocking policy, certain purchases will not be
prevented and certain redemptions will not trigger a purchase
block, such as: purchases and redemptions of shares having a
value of less than $5,000; systematic purchase, redemption and
exchange account options; transfers of shares within the same
Fund; non-discretionary rebalancing in
fund-of-funds;
asset allocation features; fee-based accounts; account
maintenance fees; small balance account fees; plan-level omnibus
retirement plans or employee benefit plans; death and disability
and hardship distributions; loan transactions; transfers of
assets; retirement plan rollovers; IRA conversions and
re-characterizations; and mandatory distributions from
retirement accounts.
The Funds reserve the right to modify any of the parameters
(including those not listed above) of the purchase blocking
policy at any time. Further, the purchase blocking policy may be
waived with respect to specific shareholder accounts in those
instances where Invesco Advisers, Inc. (Invesco)
determines that its surveillance procedures are adequate to
detect frequent trading in Fund shares.
To the extent that certain systems or intermediaries (such as
investment dealers holding shareholder accounts in street name,
retirement plan record keepers, insurance company separate
accounts and bank trust companies) are unable to apply the
purchase blocking policy, Invesco will work with those system
providers or intermediaries to apply their own procedures,
provided that Invesco believes the procedures are reasonably
designed to enforce the frequent trading policies of the Funds.
You should refer to disclosures provided by the intermediaries
with which you have an account to determine the specific trading
restrictions that apply to you. If Invesco identifies any
activity that may constitute frequent trading, it reserves the
right to contact the intermediary and request that the
intermediary either provide information regarding an account
owners transactions or restrict the account owners
trading. There is no guarantee that all instances of frequent
trading in fund shares will be prevented.
The purchase blocking policy does not apply to Invesco Money
Market Fund, Invesco Tax-Exempt Cash Fund, Premier Portfolio,
Premier Tax-Exempt Portfolio and Premier U.S. Government
Money Portfolio.
Fair Value
Pricing
Securities owned by a Fund are to be valued at current market
value if market quotations are readily available. All other
securities and assets of a Fund for which market quotations are
not readily available are to be valued at fair value determined
in good faith using procedures approved by the Board. An effect
of fair value pricing may be to reduce the ability of frequent
traders to take advantage of arbitrage opportunities resulting
from potentially stale prices of portfolio holdings.
However, it cannot eliminate the possibility of frequent trading.
A-10 The
Invesco Funds
Pricing
of Shares
Determination of
Net Asset Value
The price of each Funds shares is the Funds net
asset value per share. The Funds value portfolio securities for
which market quotations are readily available at market value.
The Funds value all other securities and assets for which market
quotations are unavailable or unreliable at their fair value in
good faith using procedures approved by the Board. The Board has
delegated the daily determination of good faith fair value
methodologies to Invescos Valuation Committee, which acts
in accordance with Board approved policies. On a quarterly
basis, Invesco provides the Board various reports indicating the
quality and effectiveness of its fair value decisions on
portfolio holdings. Securities and other assets quoted in
foreign currencies are valued in U.S. dollars based on the
prevailing exchange rates on that day.
Even when market quotations are available, they may be stale or
unreliable because the security is not traded frequently,
trading on the security ceased before the close of the trading
market or issuer specific events occurred after the security
ceased trading or because of the passage of time between the
close of the market on which the security trades and the close
of the NYSE and when the Fund calculates its net asset value.
Issuer specific events may cause the last market quotation to be
unreliable. Such events may include a merger or insolvency,
events which affect a geographical area or an industry segment,
such as political events or natural disasters, or market events,
such as a significant movement in the U.S. market. Where
market quotations are not readily available, including where
Invesco determines that the closing price of the security is
unreliable, Invesco will value the security at fair value in
good faith using procedures approved by the Board. Fair value
pricing may reduce the ability of frequent traders to take
advantage of arbitrage opportunities resulting from potentially
stale prices of portfolio holdings. However, it
cannot eliminate the possibility of frequent trading.
Fair value is that amount that the owner might reasonably expect
to receive for the security upon its current sale. Fair value
requires consideration of all appropriate factors, including
indications of fair value available from pricing services. A
fair value price is an estimated price and may vary from the
prices used by other mutual funds to calculate their net asset
values.
Invesco may use indications of fair value from pricing services
approved by the Board. In other circumstances, the Invesco
Valuation Committee may fair value securities in good faith
using procedures approved by the Board. As a means of evaluating
its fair value process, Invesco routinely compares closing
market prices, the next days opening prices for the
security in its primary market if available, and indications of
fair value from other sources. Fair value pricing methods and
pricing services can change from time to time as approved by the
Board.
Specific types of securities are valued as follows:
Senior Secured Floating Rate Loans and Senior Secured
Floating Rate Debt Securities.
Senior secured floating rate
loans and senior secured floating rate debt securities are fair
valued using evaluated quotes provided by an independent pricing
service. Evaluated quotes provided by the pricing service may
reflect appropriate factors such as market quotes, ratings,
tranche type, industry, company performance, spread, individual
trading characteristics, institution-size trading in similar
groups of securities and other market data.
Domestic Exchange Traded Equity Securities.
Market
quotations are generally available and reliable for domestic
exchange traded equity securities. If market quotations are not
available or are unreliable, Invesco will value the security at
fair value in good faith using procedures approved by the Board.
Foreign Securities.
If market quotations are
available and reliable for foreign exchange traded equity
securities, the securities will be valued at the market
quotations. Because trading hours for certain foreign securities
end before the close of the NYSE, closing market quotations may
become unreliable. If between the time trading ends on a
particular security and the close of the customary trading
session on the NYSE events occur that are significant and may
make the closing price unreliable, the Fund may fair value the
security. If an issuer specific event has occurred that Invesco
determines, in its judgment, is likely to have affected the
closing price of a foreign security, it will price the security
at fair value. Invesco also relies on a screening process from a
pricing vendor to indicate the degree of certainty, based on
historical data, that the closing price in the principal market
where a foreign security trades is not the current market value
as of the close of the NYSE. For foreign securities where
Invesco believes, at the approved degree of certainty, that the
price is not reflective of current market value, Invesco will
use the indication of fair value from the pricing service to
determine the fair value of the security. The pricing vendor,
pricing methodology or degree of certainty may change from time
to time.
Fund securities primarily traded on foreign markets may trade on
days that are not business days of the Fund. Because the net
asset value of Fund shares is determined only on business days
of the Fund, the value of the portfolio securities of a Fund
that invests in foreign securities may change on days when you
will not be able to purchase or redeem shares of the Fund.
Fixed Income Securities.
Government, corporate,
asset-backed and municipal bonds, convertible securities,
including high yield or junk bonds, and loans, normally are
valued on the basis of prices provided by independent pricing
services. Prices provided by the pricing services may be
determined without exclusive reliance on quoted prices, and may
reflect appropriate factors such as institution-size trading in
similar groups of securities, developments related to special
securities, dividend rate, maturity and other market data.
Prices received from pricing services are fair value prices. In
addition, if the price provided by the pricing service and
independent quoted prices are unreliable, the Invesco valuation
committee will fair value the security using procedures approved
by the Board.
Short-term Securities.
Invesco Money Market Fund,
Invesco Tax-Exempt Cash Fund, Premier Portfolio, Premier
Tax-Exempt Portfolio and Premier U.S. Government Money
Portfolio value all their securities at amortized cost. Invesco
Municipal Bond Fund and Invesco Tax-Free Intermediate Fund value
variable rate securities that have an unconditional demand or
put feature exercisable within seven days or less at par, which
reflects the market value of such securities.
Futures and Options.
Futures contracts are valued at
the final settlement price set by the exchange on which they are
principally traded. Options are valued on the basis of market
quotations, if available.
Swap Agreements.
Swap Agreements are fair valued
using an evaluated quote provided by an independent pricing
service. Evaluated quotes provided by the pricing service are
based on a model that may include end of day net present values,
spreads, ratings, industry and company performance.
Open-end Funds.
To the extent a Fund invests in
other open-end Funds, other than open-end Funds that are
exchange traded, the investing Fund will calculate its net asset
value using the net asset value of the underlying fund in which
it invests, and the prospectuses for such open-end Funds explain
the circumstances under which they will use fair value pricing
and the effects of using fair value pricing.
Each Fund, except for Premier Portfolio, Premier Tax-Exempt
Portfolio and Premier U.S. Government Money Portfolio,
determines the net asset value of its shares on each day the
NYSE is open for business (a business day), as of the close of
the customary trading session, or earlier NYSE closing time that
day. Premier Portfolio, Premier Tax-Exempt Portfolio and Premier
U.S. Government Money Portfolio open for business at
8:00 a.m. Eastern Time. Premier Portfolio and Premier
U.S. Government Money Portfolio will generally determine
the net asset value of their shares at 5:30 p.m. Eastern
Time. Premier Tax-Exempt Portfolio will generally determine the
net asset value of its shares at 4:30 p.m. Eastern Time.
Premier Portfolio, Premier Tax-Exempt Portfolio and Premier
U.S. Government Money Portfolio are authorized not to open
for trading
A-11 The
Invesco Funds
on a day that is otherwise a business day if the Federal Reserve
Bank of New York and The Bank of New York Mellon, the
Funds custodian, are not open for business or the
Securities Industry and Financial Markets Association (SIFMA)
recommends that government securities dealers not open for
trading and any such day will not be considered a business day.
Premier Portfolio, Premier Tax-Exempt Portfolio and Premier
U.S. Government Money Portfolio also may close early on a
business day if SIFMA recommends that government securities
dealers close early. If Premier Portfolio, Premier Tax-Exempt
Portfolio or Premier U.S. Government Money Portfolio uses
its discretion to close early on a business day, the Fund will
calculate its net asset value as of the time of such closing.
From time to time and in circumstances deemed appropriate by
Invesco in its sole discretion, each of Premier Portfolio,
Premier Tax-Exempt Portfolio and Premier U.S. Government
Money Portfolio may remain open for business, during customary
business day hours, on a day that the NYSE is closed for
business. In such event, on such day you will be permitted to
purchase or redeem shares of such Funds and net asset values
will be calculated for such Funds.
For financial reporting purposes and shareholder transactions on
the last day of the fiscal quarter, transactions are normally
accounted for on a trade date basis. For purposes of executing
shareholder transactions in the normal course of business (other
than shareholder transactions at a fiscal period-end), each
Funds portfolio securities transactions are recorded no
later than the first business day following the trade date.
The Invesco Balanced-Risk Allocation Fund and Invesco
Balanced-Risk Commodity Strategy Fund may each invest up to 25%
of their total assets in shares of their respective subsidiaries
(the Subsidiaries). The Subsidiaries offer to redeem all or a
portion of their shares at the current net asset value per share
every regular business day. The value of shares of the
Subsidiaries will fluctuate with the value of the respective
Subsidiarys portfolio investments. The Subsidiaries price
their portfolio investments pursuant to the same pricing and
valuation methodologies and procedures used by the Funds, which
require, among other things, that each of the Subsidiaries
portfolio investments be
marked-to-market
(that is, the value on each of the Subsidiaries books
changes) each business day to reflect changes in the market
value of the investment.
Timing of
Orders
For Funds other than Premier Portfolio, Premier Tax-Exempt
Portfolio and Premier U.S. Government Money Portfolio, you
can purchase or redeem shares on each business day prior to the
close of the customary trading session or any earlier NYSE
closing time that day. For Funds other than Premier Portfolio,
Premier Tax-Exempt Portfolio and Premier U.S. Government
Money Portfolio, purchase orders that are received and accepted
before the close of the customary trading session or any earlier
NYSE closing time on a business day generally are processed that
day and settled on the next business day.
For Premier Portfolio, Premier Tax-Exempt Portfolio and Premier
U.S. Government Money Portfolio, you can purchase or redeem
shares on each business day, prior to the Funds net asset
value determination on such business day; however, if your order
is received and accepted after the close of the customary
trading session or any earlier NYSE closing time that day, your
order generally will be processed on the next business day and
settled on the second business day following the receipt and
acceptance of your order.
For all Funds, you can exchange shares on each business day,
prior to the close of the customary trading session or any
earlier NYSE closing time that day. Shareholders of Premier
Portfolio, Premier Tax-Exempt Portfolio and Premier
U.S. Government Money Portfolio therefore cannot exchange
their shares after the close of the customary trading session or
any earlier NYSE closing time on a particular day, even though
these Funds remain open after such closing time.
The Funds price purchase, exchange and redemption orders at the
net asset value calculated after the transfer agent receives an
order in good order. Any applicable sales charges are applied at
the time an order is processed. A Fund may postpone the right of
redemption only under unusual circumstances, as allowed by the
Securities and Exchange Commission, such as when the NYSE
restricts or suspends trading.
Taxes
A Fund intends to qualify each year as a regulated investment
company and, as such, is not subject to entity-level tax on the
income and gain it distributes to shareholders. If you are a
taxable investor, dividends and distributions you receive from a
Fund generally are taxable to you whether you reinvest
distributions in additional Fund shares or take them in cash.
Every year, you will be sent information showing the amount of
dividends and distributions you received from a Fund during the
prior calendar year. In addition, investors in taxable accounts
should be aware of the following basic tax points as
supplemented below where relevant:
Fund Tax
Basics
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A Fund earns income generally in the form of dividends or
interest on its investments. This income, less expenses incurred
in the operation of a Fund, constitutes the Funds net
investment income from which dividends may be paid to you. If
you are a taxable investor, distributions of net investment
income generally are taxable to you as ordinary income.
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Distributions of net short-term capital gains are taxable to you
as ordinary income. A Fund with a high portfolio turnover rate
(a measure of how frequently assets within a Fund are bought and
sold) is more likely to generate short-term capital gains than a
Fund with a low portfolio turnover rate.
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Distributions of net long-term capital gains are taxable to you
as long-term capital gains no matter how long you have owned
your Fund shares.
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If you are an individual and meet certain holding period
requirements, a portion of income dividends paid to you by a
Fund may be designated as qualified dividend income eligible for
taxation at long-term capital gain rates. These reduced rates
generally are available (through 2012) for dividends
derived from a Funds investment in stocks of domestic
corporations and qualified foreign corporations. In the case of
a Fund that invests primarily in debt securities, either none or
only a nominal portion of the dividends paid by the Fund will be
eligible for taxation at these reduced rates.
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Distributions declared to shareholders with a record date in
Decemberif paid to you by the end of Januaryare
taxable for federal income tax purposes as if received in
December.
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Any long-term or short-term capital gains realized on sale or
redemption of your Fund shares will be subject to federal income
tax. For tax purposes an exchange of your shares for shares of
another Fund is the same as a sale. Your gain or loss is
calculated by subtracting from the gross proceeds your cost
basis. Gross proceeds and, for shares acquired on or after
January 1, 2012 and disposed of after that date, cost basis
will be reported to you and the Internal Revenue Service (IRS).
Cost basis will be calculated using the Funds default
method of average cost, unless you instruct the Fund to use a
different calculation method. As a service to you, the Fund will
continue to provide to you (but not the IRS) cost basis
information for shares acquired before 2012, when available,
using the average cost method. Shareholders should carefully
review the cost basis information provided by a Fund and make
any additional basis, holding period or other adjustments that
are required when reporting these amounts on their federal
income tax returns. If you hold your Fund shares through a
broker (or other nominee), please contact that broker (nominee)
with respect to reporting of cost basis and available elections
for your account. For more information about the cost basis
methods offered by Invesco, please refer to the Tax Center
located under the Accounts & Services menu of our
website at www.Invesco.com/us.
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At the time you purchase your Fund shares, the Funds net
asset value may reflect undistributed income, undistributed
capital gains, or net
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A-12 The
Invesco Funds
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unrealized appreciation in value of portfolio securities held by
the Fund. A subsequent distribution to you of such amounts,
although constituting a return of your investment, would be
taxable. This is sometimes referred to as buying a
dividend.
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By law, if you do not provide a Fund with your proper taxpayer
identification number and certain required certifications, you
may be subject to backup withholding on any distributions of
income, capital gains, or proceeds from the sale of your shares.
A Fund also must withhold if the IRS instructs it to do so. When
withholding is required, the amount will be 28% of any
distributions or proceeds paid (for distributions and proceeds
paid after December 31, 2012, the rate is scheduled to rise to
31% unless the 28% rate is extended or made permanent).
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You will not be required to include the portion of dividends
paid by the Fund derived from interest on U.S. government
obligations in your gross income for purposes of personal and,
in some cases, corporate income taxes in many state and local
tax jurisdictions. The percentage of dividends that constitutes
dividends derived from interest on federal obligations will be
determined annually. This percentage may differ from the actual
percentage of interest received by the Fund on federal
obligations for the particular days on which you hold shares.
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For taxable years beginning after December 31, 2012, an
additional 3.8% Medicare tax will be imposed on certain net
investment income (including ordinary dividends and capital gain
distributions received from a Fund and net gains from
redemptions or other taxable dispositions of Fund shares) of
U.S. individuals, estates and trusts to the extent that such
persons modified adjusted gross income (in the
case of an individual) or adjusted gross income (in
the case of an estate or trust) exceeds a threshold amount.
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Fund distributions and gains from sale or exchange of your Fund
shares generally are subject to state and local income taxes.
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If a Fund qualifies to pass through to you the tax benefits from
foreign taxes it pays on its investments, and elects to do so,
then any foreign taxes it pays on these investments may be
passed through to you as a foreign tax credit. You will then be
required to include your pro-rata share of these taxes in gross
income, even though not actually received by you, and will be
entitled either to deduct your share of these taxes in computing
your taxable income, or to claim a foreign tax credit for these
taxes against your U.S. federal income tax.
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Foreign investors should be aware that U.S. withholding,
special certification requirements to avoid U.S. backup
withholding and claim any treaty benefits and estate taxes may
apply to an investment in a Fund.
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The above discussion concerning the taxability of Fund dividends
and distributions and of redemptions and exchanges of Fund
shares is inapplicable to investors that generally are exempt
from federal income tax, such as retirement plans that are
qualified under Section 401 and 403 of the Code and
individual retirement accounts (IRAs) and Roth IRAs.
Tax-Exempt and
Municipal Funds
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You will not be required to include the
exempt-interest portion of dividends paid by the
Fund in your gross income for federal income tax purposes. You
will be required to report the receipt of exempt-interest
dividends and other tax-exempt interest on your federal income
tax returns. The percentage of dividends that constitutes
exempt-interest dividends will be determined annually. This
percentage may differ from the actual percentage of exempt
interest received by the Fund for the particular days in which
you hold shares.
|
n
|
A Fund may invest in municipal securities the interest on which
constitutes an item of tax preference and could give rise to a
federal alternative minimum tax liability for you, unless such
municipal securities were issued in 2009 or 2010.
|
n
|
Exempt-interest dividends from interest earned on municipal
securities of a state, or its political subdivisions, generally
are exempt from that states personal income tax. Most
states, however, do not grant tax-free treatment to interest
from municipal securities of other states.
|
n
|
A Fund may invest a portion of its assets in securities that pay
income that is not tax-exempt. To the extent that dividends paid
by a Fund are derived from taxable investments or realized
capital gains, they will be taxable as ordinary income or
long-term capital gains.
|
n
|
A Fund may distribute to you any market discount and net
short-term capital gains from the sale of its portfolio
securities. If you are a taxable investor, Fund distributions
from this income are taxable to you as ordinary income, and
generally will neither qualify for the dividends received
deduction in the case of corporate shareholders nor as qualified
dividend income subject to reduced rates of taxation in the case
of noncorporate shareholders.
|
n
|
Exempt-interest dividends from a Fund are taken into account
when determining the taxable portion of your social security or
railroad retirement benefits, may be subject to state and local
income taxes, may affect the deductibility of interest on
certain indebtedness, and may have other collateral federal
income tax consequences for you.
|
n
|
There are risks that: (a) a security issued as tax-exempt
may be reclassified by the IRS or a state tax authority as
taxable
and/or
(b) future legislative, administrative or court actions
could adversely impact the qualification of income from a
tax-exempt security as tax-free. Such reclassifications or
actions could cause interest from a security to become taxable,
possibly retroactively, subjecting you to increased tax
liability. In addition, such reclassifications or actions could
cause the value of a security, and therefore, the value of the
Funds shares, to decline.
|
Money Market
Funds
|
|
n
|
A Fund does not anticipate realizing any long-term capital gains.
|
n
|
Because a Fund expects to maintain a stable net asset value of
$1.00 per share, investors should not have any gain or loss on
sale or exchange of Fund shares.
|
Real Estate
Funds
|
|
n
|
Because of noncash expenses such as property
depreciation, the cash flow of a REIT that owns properties will
exceed its taxable income. The REIT, and in turn a Fund, may
distribute this excess cash to shareholders. Such a distribution
is classified as a return of capital. Return-of capital
distributions generally are not taxable to you. Your cost basis
in your Fund shares will be decreased by the amount of any
return of capital. Any return of capital distributions in excess
of your cost basis will be treated as capital gains.
|
n
|
Dividends paid to shareholders from the Funds investments
in U.S. REITs generally will not qualify for taxation at
long-term capital gain rates applicable to qualified dividend
income.
|
n
|
The Fund may derive excess inclusion income from
certain equity interests in mortgage pooling vehicles either
directly or through an investment in a U.S. REIT. Please
see the SAI for a discussion of the risks and special tax
consequences to shareholders in the event the Fund realizes
excess inclusion income in excess of certain threshold amounts.
|
n
|
The Funds foreign shareholders should see the SAI for a
discussion of the risks and special tax consequences to them
from a sale of a U.S. real property interest by a REIT in which
the Fund invests.
|
Invesco
Balanced-Risk Allocation Fund and Invesco Balanced-Risk
Commodity Strategy Fund
|
|
n
|
The Funds strategies of investing in derivatives and
financially-linked instruments whose performance is expected to
correspond to the fixed income, equity and commodity markets may
cause the Funds to recognize more ordinary income and short-term
capital gains taxable as ordinary income than would be the case
if the Funds invested directly in debt instruments, stocks and
commodities.
|
A-13 The
Invesco Funds
|
|
n
|
The Funds must meet certain requirements under the Code for
favorable tax treatment as a regulated investment company,
including asset diversification and income requirements. The
Funds intend to treat the income each derives from
commodity-linked notes and their respective Subsidiary as
qualifying income. If, contrary to a number of private letter
rulings (PLRs) issued by the IRS, the IRS were to determine such
income is non qualifying, a Fund might fail to satisfy the
income requirement. In lieu of disqualification, the Funds are
permitted to pay a tax for certain failures to satisfy the asset
diversification or income requirements, which, in general, are
limited to those due to reasonable cause and not willful neglect
for taxable years of the Fund with respect to which the extended
due date of the return is after December 22, 2010. The
Funds intend to limit their investments in their respective
Subsidiary to no more than 25% of the value of each Funds
total assets in order to satisfy the asset diversification
requirement.
|
n
|
The Invesco Balanced-Risk Allocation Fund and the Invesco
Balanced-Risk Commodity Strategy Fund each have received a PLR
from the IRS holding that income from a form of commodity-linked
note is qualifying income. The Invesco Balanced-Risk Allocation
Fund also has received a PLR from the IRS confirming that income
derived by the Fund from its Subsidiary is qualifying income.
The Invesco Balanced-Risk Commodity Strategy Fund has applied to
the IRS for a PLR relating to its Subsidiary. However, the IRS
has suspended issuance of any further PLRs pending a review of
its position.
|
Invesco Emerging
Market Local Currency Debt Fund
|
|
n
|
The Fund may realize gains from the sale or other disposition of
foreign currencies (including but not limited to gains from
options, futures or forward contracts) derived from investing in
securities or foreign currencies. The U.S. Treasury Department
is authorized to issue regulations on whether the realization of
such foreign currency gains is qualified income for the Fund. If
such regulations are issued, the Fund may not qualify as a
regulated investment company and/or the Fund may change its
investment policy. As of the date of this prospectus, no
regulations have been issued pursuant to this authorization. It
is possible, however, that such regulations may be issued in the
future. Additionally, the IRS has not issued any guidance on how
to apply the asset diversification test to such foreign currency
positions. Thus, the IRS determination as to how to treat
such foreign currency positions for purposes of satisfying the
asset diversification test might differ from that of the Fund,
resulting in the Funds failure to qualify as a regulated
investment company. In lieu of disqualification, the Fund is
permitted to pay a tax for certain failures to satisfy the asset
diversification or income requirements, which, in general, are
limited to those due to reasonable cause and not willful neglect
for taxable years of the Fund with respect to which the extended
due date of the return is after December 22, 2010.
|
This discussion of Taxes is for general
information only and not tax advice. All investors should
consult their own tax advisers as to the federal, state, local
and foreign tax provisions applicable to them.
Payments
to Financial Intermediaries
The financial adviser or intermediary through which you purchase
your shares may receive all or a portion of the sales charges
and distribution fees discussed above. In addition to those
payments, Invesco Distributors and other Invesco Affiliates, may
make additional cash payments to financial intermediaries in
connection with the promotion and sale of shares of the Funds.
These additional cash payments may include cash payments and
other payments for certain marketing and support services.
Invesco Affiliates make these payments from their own resources,
from Invesco Distributors retention of initial sales
charges and from payments to Invesco Distributors made by the
Funds under their
12b-1
plans.
In the context of this prospectus, financial
intermediaries include any broker, dealer, bank (including
bank trust departments), registered investment adviser,
financial planner, retirement plan administrator, insurance
company and any other financial intermediary having a selling,
administration or similar agreement with Invesco Affiliates.
Invesco Affiliates make payments as incentives to certain
financial intermediaries to promote and sell shares of the
Funds. The benefits Invesco Affiliates receive when they make
these payments include, among other things, placing the Funds on
the financial intermediarys funds sales system, and access
(in some cases on a preferential basis over other competitors)
to individual members of the financial intermediarys sales
force or to the financial intermediarys management. These
payments are sometimes referred to as shelf space
payments because the payments compensate the financial
intermediary for including the Funds in its fund sales system
(on its sales shelf). Invesco Affiliates compensate
financial intermediaries differently depending typically on the
level
and/or
type of considerations provided by the financial intermediary.
The payments Invesco Affiliates make may be calculated based on
sales of shares of the Funds (Sales-Based Payments), in which
case the total amount of such payments shall not exceed 0.25% of
the public offering price of all shares sold by the financial
intermediary during the particular period. Payments may also be
calculated based on the average daily net assets of the
applicable Funds attributable to that particular financial
intermediary (Asset-Based Payments), in which case the total
amount of such cash payments shall not exceed 0.25% per annum of
those assets during a defined period. Sales-Based Payments
primarily create incentives to make new sales of shares of the
Funds and Asset-Based Payments primarily create incentives to
retain previously sold shares of the Funds in investor accounts.
Invesco Affiliates may pay a financial intermediary either or
both Sales-Based Payments and Asset-Based Payments.
Invesco Affiliates are motivated to make these payments as they
promote the sale of Fund shares and the retention of those
investments by clients of financial intermediary. To the extent
financial intermediaries sell more shares of the Funds or retain
shares of the Funds in their clients accounts, Invesco
Affiliates benefit from the incremental management and other
fees paid to Invesco Affiliates by the Funds with respect to
those assets.
Invesco Affiliates also may make payments to certain financial
intermediaries for certain administrative services, including
record keeping and
sub-accounting
of shareholder accounts pursuant to a
sub-transfer
agency, omnibus account service or
sub-accounting
agreement. All fees payable by Invesco Affiliates under this
category of services are charged back to the Funds, subject to
certain limitations approved by the Board.
You can find further details in the Funds SAI about these
payments and the services provided by financial intermediaries.
In certain cases these payments could be significant to the
financial intermediary. Your financial adviser may charge you
additional fees or commissions other than those disclosed in
this prospectus. You can ask your financial adviser about any
payments it receives from Invesco Affiliates or the Funds, as
well as about fees
and/or
commissions it charges.
Important
Notice Regarding Delivery of Security Holder Documents
To reduce Fund expenses, only one copy of most shareholder
documents may be mailed to shareholders with multiple accounts
at the same address (Householding). Mailing of your shareholder
documents may be householded indefinitely unless you instruct us
otherwise. If you do not want the mailing of these documents to
be combined with those for other members of your household,
please contact Invesco Investment Services, Inc. at
800-959-4246
or contact your financial institution. We will begin sending you
individual copies for each account within thirty days after
receiving your request.
A-14 The
Invesco Funds
Obtaining
Additional Information
More information may be obtained free of charge upon request.
The SAI, a current version of which is on file with the SEC,
contains more details about the Fund and is incorporated by
reference into this prospectus (is legally a part of this
prospectus). Annual and
semi-annual
reports to shareholders contain additional information about the
Funds investments. The Funds annual report also
discusses the market conditions and investment strategies that
significantly affected the Funds performance during its
last fiscal year. The Fund will also file its complete schedule
of portfolio holdings with the SEC for the 1st and 3rd quarters
of each fiscal year on
Form N-Q.
If you have questions about an Invesco Fund or your account, or
you wish to obtain a free copy of the Funds current SAI,
annual or
semi-annual
reports or
Form N-Q,
please contact us.
|
|
|
By Mail:
|
|
Invesco Investment Services, Inc.
P.O. Box 219078
Kansas City, MO
64121-9078
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|
|
|
By Telephone:
|
|
(800) 959-4246
|
|
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|
On the Internet:
|
|
You can send us a request by
e-mail
or
download prospectuses, SAIs, annual or
semi-annual
reports via our Web site:
www.invesco.com/us
|
You can also review and obtain copies of the Funds SAIs,
annual or
semi-annual
reports,
Forms N-Q
and other information at the SECs Public Reference Room in
Washington, DC; on the EDGAR database on the SECs Web site
(http://www.sec.gov); or, after paying a duplicating fee, by
sending a letter to the SECs Public Reference Section,
Washington, DC
20549-1520
or by sending an electronic mail request to publicinfo@sec.gov.
Please call the SEC at 1-202-551-8090 for information about the
Public Reference Room.
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Invesco Van Kampen High Yield Municipal Fund
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|
|
SEC 1940 Act file number: 811-07890
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invesco.com/us
VK-HYM-PRO-1
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|
|
Class: Institutional Class (ACTNX)
Invesco
Van Kampen High Yield Municipal Fund
Invesco Van Kampen High Yield Municipal Funds
investment objective is to seek federal tax-exempt current
income and taxable capital appreciation.
As with all other mutual fund securities, the Securities and
Exchange Commission (SEC) has not approved or disapproved these
securities or determined whether the information in this
prospectus is adequate or accurate. Anyone who tells you
otherwise is committing a crime.
An investment in the Fund:
n
is
not FDIC insured;
n
may
lose value; and
n
is
not guaranteed by a bank.
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1
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3
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7
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The Adviser(s)
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7
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Adviser Compensation
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7
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Portfolio Managers
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7
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7
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Distributions
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7
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Dividends
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7
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Capital Gains Distributions
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7
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8
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9
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10
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Shareholder Account Information
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A-1
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Choosing a Share Class
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A-1
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Share Class Eligibility
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A-2
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|
Distribution and Service (12b-1) Fees
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A-3
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Initial Sales Charges (Class A Shares Only)
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A-3
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Contingent Deferred Sales Charges (CDSCs)
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A-4
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Redemption Fees
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A-5
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Purchasing Shares
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A-6
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Redeeming Shares
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A-7
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Exchanging Shares
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A-9
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Rights Reserved by the Funds
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A-10
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Excessive Short-Term Trading Activity (Market Timing) Disclosures
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A-10
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Pricing of Shares
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A-11
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Taxes
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A-13
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Payments to Financial Intermediaries
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A-14
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Important Notice Regarding Delivery of Security Holder Documents
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A-15
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Obtaining Additional Information
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Back Cover
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Invesco
Van Kampen High Yield Municipal Fund
Investment
Objective(s)
The Funds investment objective is to seek federal
tax-exempt current income and taxable capital appreciation.
Fees
and Expenses of the Fund
This table describes the fees and expenses that you may pay if
you buy and hold shares of the Fund.
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Shareholder Fees
(fees paid directly from your
investment)
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Institutional Class
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Maximum Sales Charge (Load) Imposed on Purchases (as a
percentage of offering price)
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None
|
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Maximum Deferred Sales Charge (Load) (as a percentage of
original purchase price or redemption proceeds, whichever is
less)
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None
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Annual Fund Operating Expenses
(expenses that you pay
each year as a percentage of the value of your investment)
|
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Institutional Class
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Management Fees
|
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|
0.51
|
%
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Distribution
and/or
Service (12b-1) Fees
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None
|
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Total Other Expenses
|
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|
0.22
|
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Other
Expenses
1
|
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0.14
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Interest Expenses
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0.08
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Total Annual Fund Operating Expenses
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0.73
|
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1
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Other Expenses are based on estimated amounts for
the current fiscal year.
|
Example.
This Example is intended to help you
compare the cost of investing in the Fund with the cost of
investing in other mutual funds.
The Example assumes that you invest $10,000 in the Fund for the
time periods indicated and then redeem all of your shares at the
end of those periods. The Example also assumes that your
investment has a 5% return each year and that the Funds
operating expenses remain the same. Although your actual costs
may be higher or lower, based on these assumptions your costs
would be:
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1 Year
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3 Years
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5 Years
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10 Years
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Institutional Class
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$
|
75
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$
|
233
|
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$
|
406
|
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$
|
906
|
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Portfolio Turnover.
The Fund pays transaction costs,
such as commissions, when it buys and sells securities (or
turns over its portfolio). A higher portfolio
turnover rate may indicate higher transaction costs. These
costs, which are not reflected in annual fund operating expenses
or in the example, affect the Funds performance. During
the most recent fiscal year, the Funds portfolio turnover
rate was 16% of the average value of its portfolio.
Principal
Investment Strategies of the Fund
Under normal market conditions, the Fund invests at least 80% of
its net assets (plus any borrowings for investment purposes) in
municipal securities at the time of investment. In complying
with this 80% investment requirement, the Fund may include
synthetic securities that have economic characteristics similar
to the Funds direct investments that are counted toward
the 80% investment requirement.
Under normal market conditions, the Fund may invest all or a
substantial portion of its assets in municipal securities that
are subject to the federal alternative minimum tax. The
Funds investment adviser, Invesco Advisers, Inc. (the
Adviser), generally seeks to achieve the Funds investment
objective by investing at least 75% of its net assets in high
yield securities, specifically medium- and lower-grade municipal
securities. At times, the Fund may invest in higher-grade issues.
Municipal securities include debt obligations of states,
territories or possessions of the United States and the District
of Columbia and their political subdivisions, agencies and
instrumentalities, the interest on which, in the opinion of bond
counsel or other counsel to the issuers of such securities, is,
at the time of issuance, exempt from federal income tax.
The principal types of municipal debt securities purchased by
the Fund are revenue obligations and general obligations.
Revenue obligations are usually payable only from the revenues
derived from a particular facility or class of facilities or, in
some cases, from the proceeds of a special excise tax or other
specific revenue source, but not from the general taxing power.
Revenue obligations may include industrial development,
pollution control, public utility, housing, housing, and health
care issues. Under normal market conditions, the Fund invests
primarily in municipal securities classified as revenue bonds.
General obligation securities are secured by the issuers
pledge of its faith, credit and taxing power for the payment of
principal and interest. The Fund may also invest in other types
of municipal securities. To meet its investment objective, the
Fund invests in different types of general obligation and
revenue obligation securities, including fixed and variable rate
securities, municipal notes, variable rate demand notes,
municipal leases, custodial receipts, participation certificates
and inverse floating rate investments.
The Fund can utilize derivative instruments, specifically
futures contracts. The Fund can invest in futures contracts,
including treasury futures, to seek exposure to certain asset
classes. A futures contract is a standardized agreement between
two parties to buy or sell a specific quantity of an underlying
instrument at a specific price at a specific future time. The
value of the futures contract tends to increase and decrease in
tandem with the value of the underlying instrument. Futures
contracts are bilateral agreements, with both the purchaser and
the seller equally obligated to complete the transaction.
Depending on the terms of the particular contract, futures
contracts are settled through purchasing an offsetting contract,
by physical delivery of the underlying instrument on the
settlement date or by payment of a cash settlement amount on the
settlement date.
The Adviser buys and sells securities for the Funds
portfolio with a view towards seeking a high level of interest
income exempt from federal income tax and selects securities
that the Adviser believes entail reasonable credit risk
considered in relation to the investment policies of the Fund.
As a result, the Fund will not necessarily invest in the highest
yielding municipal securities permitted by its investment
policies if the Adviser determines that market risks or credit
risks associated with such investments would subject the
Funds portfolio to undue risk. The potential realization
of capital gains or losses resulting from possible changes in
interest rates will not be a major consideration and frequency
of portfolio turnover generally will not be a limiting factor if
the Adviser considers it advantageous to purchase or sell
securities. Portfolio securities are typically sold when the
assessments of the Adviser of such securities materially change.
Specifically, sell decisions are based on (i) a
deterioration or likely deterioration of an individual
issuers capacity to meet its debt obligations on a timely
basis; (ii) a deterioration or likely deterioration of the
broader fundamentals of a particular industry or sector; or
(iii) opportunities in the secondary or primary market to
exchange into a security with better relative value.
To facilitate the management of the Funds portfolio, the
Fund may from time to time suspend the continuous offering of
its shares to investors. As market conditions permit, the Fund
may reopen sales of the Funds shares to investors. Any
such limited offerings of the Fund may commence and terminate
without any prior notice.
1 Invesco
Van Kampen High Yield Municipal Fund
Principal
Risks of Investing in the Fund
As with any mutual fund investment, loss of money is a risk of
investing. An investment in the Fund is not a deposit in a bank
and is not insured or guaranteed by the Federal Deposit
Insurance Corporation or any other government agency. The risks
associated with an investment in the Fund can increase during
times of significant market volatility. The principal risks of
investing in the Fund are:
Alternative Minimum Tax Risk.
All or a portion of the
Funds otherwise tax-exempt income may be taxable to those
shareholders subject to the federal alternative minimum tax.
Call Risk.
If interest rates fall, it is possible that
issuers of debt securities with high interest rates will prepay
or call their securities before their maturity dates. In this
event, the proceeds from these securities would likely be
reinvested in securities bearing the new, lower interest rates,
resulting in a possible decline in the Funds income and
distributions to shareholders.
Credit Risk.
The issuer of instruments in which the Fund
invests may be unable to meet interest
and/or
principal payments, thereby causing its instruments to decrease
in value and lowering the issuers credit rating.
Derivatives Risk.
The performance of derivative
instruments is tied to the performance of an underlying
currency, security, index or other instrument. In addition to
risks relating to their underlying instruments, the use of
derivatives may include other, possibly greater, risks.
Derivatives involve costs, may be volatile, and may involve a
small initial investment relative to the risk assumed. Risks
associated with the use of derivatives include counterparty,
leverage, correlation, liquidity, tax, market, interest rate and
management risks. Derivatives may also be more difficult to
purchase, sell or value than other investments. The Fund may
lose more than the cash amount invested on investments in
derivatives.
Investors should bear in mind that, while the Fund intends to
use derivative strategies, it is not obligated to actively
engage in these transactions, generally or in any particular
kind of derivative, if the investment manager elects not to do
so due to availability, cost, market conditions or other factors.
High Yield Bond (Junk Bond) Risk.
Junk bonds involve a
greater risk of default or price changes due to changes in the
credit quality of the issuer. The values of junk bonds fluctuate
more than those of high-quality bonds in response to company,
political, regulatory or economic developments. Values of junk
bonds can decline significantly over short periods of time.
Income Risk.
The income you receive from the Fund is
based primarily on prevailing interest rates, which can vary
widely over the short- and long-term. If interest rates drop,
your income from the Fund may drop as well.
Interest Rate Risk.
Interest rate risk refers to the risk
that bond prices generally fall as interest rates rise;
conversely, bond prices generally rise as interest rates fall.
Specific bonds differ in their sensitivity to changes in
interest rates depending on their individual characteristics,
including duration.
Inverse Floating Rate Obligations Risk.
Inverse floating
rate obligations, including tender option bonds, may be subject
to greater price volatility than a fixed income security with
similar qualities. When short-term interest rates rise, they may
decrease in value and produce less or no income. Additionally,
these securities may lose principal. Similar to derivatives,
inverse floating rate obligations have the following risks:
counterparty, leverage, correlation, liquidity, market, interest
rate, and management risks.
Leverage Risk.
Leverage exists when the Fund purchases or
sells an instrument or enters into a transaction without
investing cash in an amount equal to the full economic exposure
of the instrument or transaction and the Fund could lose more
than it invested. Leverage created from borrowing or certain
types of transactions or instruments may impair the Funds
liquidity, cause it to liquidate positions at an unfavorable
time, increase volatility or otherwise not achieve its intended
objective.
Liquidity Risk.
The Fund may hold illiquid securities
that it is unable to sell at the preferred time or price and
could lose its entire investment in such securities.
Management Risk.
The investment techniques and risk
analysis used by the Funds portfolio managers may not
produce the desired results.
Market Risk.
The prices of and the income generated by
the Funds securities may decline in response to, among
other things, investor sentiment; general economic and market
conditions; regional or global instability; and currency and
interest rate fluctuations.
Medium- and Lower-Grade Municipal Securities Risk.
Securities which are in the medium- and lower-grade categories
generally offer higher yields than are offered by higher-grade
securities of similar maturity, but they also generally involve
more volatility and greater risks, such as greater credit risk,
market risk, liquidity risk, management risk, and regulatory
risk. Furthermore, many medium- and lower-grade securities are
not listed for trading on any national securities exchange and
many issuers of medium- and lower-grade securities choose not to
have a rating assigned to their obligations by any nationally
recognized statistical rating organization. As a result, the
Funds portfolio may consist of a higher portion of
unlisted or unrated securities as compared with an investment
company that invests solely in higher-grade securities. Unrated
securities are usually not as attractive to as many buyers as
are rated securities, a factor which may make unrated securities
less marketable. These factors may have the effect of limiting
the availability of the securities for purchase by the Fund and
may also limit the ability of the Fund to sell such securities
at their fair value either to meet redemption requests or in
response to changes in the economy or the financial markets.
Municipal Issuer Focus Risk.
The Fund generally considers
investments in municipal securities not to be subject to
industry concentration policies (issuers of municipal securities
as a group is not an industry) and the Fund may invest in
municipal securities issued by entities having similar
characteristics. The issuers may be located in the same
geographic area or may pay their interest obligations from
revenue of similar projects, such as hospitals, airports,
utility systems and housing finance agencies. This may make the
Funds investments more susceptible to similar social,
economic, political or regulatory occurrences. As the similarity
in issuers increases, the potential for fluctuation in the
Funds net asset value also increases.
Municipal Securities Risk.
The Fund may invest in
municipal securities. Constitutional amendments, legislative
enactments, executive orders, administrative regulations, voter
initiatives, and the issuers regional economic conditions
may affect the municipal securitys value, interest
payments, repayment of principal and the Funds ability to
sell it. Failure of a municipal security issuer to comply with
applicable tax requirements may make income paid thereon
taxable, resulting in a decline in the securitys value. In
addition, there could be changes in applicable tax laws or tax
treatments that reduce or eliminate the current federal income
tax exemption on municipal securities or otherwise adversely
affect the current federal or state tax status of municipal
securities.
Reinvestment Risk.
Reinvestment risk is the risk that a
bonds cash flows (coupon income and principal repayment)
will be reinvested at an interest rate below that on the
original bond.
Synthetic Securities Risk.
Fluctuations in the values of
synthetic securities may not correlate perfectly with the
instruments they are designed to replicate. Synthetic securities
may be subject to interest rate changes, market price
fluctuations, counterparty risk and liquidity risk.
Variable Rate Demand Notes Risk.
The absence of an active
secondary market for certain variable and floating rate notes
could make it difficult to dispose of the instruments, and a
portfolio could suffer a loss if the issuer defaults during
periods in which a portfolio is not entitled to exercise its
demand rights.
2 Invesco
Van Kampen High Yield Municipal Fund
Performance
Information
The bar chart and performance table provide an indication of the
risks of investing in the Fund. The bar chart shows changes in
the performance of the Fund from year to year as of
December 31. The performance table compares the Funds
and Van Kampen High Yield Municipal Funds (the predecessor
fund) performance to that of a broad-based securities market
benchmark and a
style-specific
benchmark. The Funds and the predecessor funds past
performance (before and after taxes) is not necessarily an
indication of its future performance.
Institutional Class shares of the Fund have less than a calendar
year of performance; therefore, the returns shown are those of
the Funds (and the predecessor funds) Class A
shares, which are not offered in this prospectus. Institutional
Class shares would have different returns because, although the
shares are invested in the same portfolio of securities,
Institutional Class shares have different expenses. The
predecessor fund was advised by Van Kampen Asset Management.
Updated performance information is available on the Funds
Web site at www.invesco.com/us.
Annual Total
Returns
The bar chart does not reflect sales loads. If it did, the
annual total returns shown would be lower.
Class A shares year to date (ended March 31, 2012): 4.48%
Best Quarter (ended September 30, 2009): 14.93%
Worst Quarter (ended December 31, 2008): -18.08%
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Average Annual Total Returns
(for the periods ended
December 31, 2011)
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1
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5
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10
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Year
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Year
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Year
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Institutional Class shares: Inception
(04/30/2012)
1
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Return Before Taxes
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5.98
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%
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1.54
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%
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4.42
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%
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Return After Taxes on Distributions
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5.97
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1.53
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4.41
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Return After Taxes on Distributions and Sale of Fund Shares
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6.00
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2.08
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4.60
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Barclays High Yield Municipal Bond Index (reflects no deductions
for fees, expenses or taxes)
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9.25
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2.20
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5.51
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Custom Invesco Van Kampen High Yield Municipal Index (reflects
no deductions for fees, expenses or taxes)
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9.83
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3.48
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5.51
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1
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Institutional Class shares performance is that of the
Funds (and the predecessor funds) Class A shares.
The inception date of the predecessor funds Class A shares
is January 2, 1986.
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After-tax returns are calculated using the historical highest
individual federal marginal income tax rates and do not reflect
the impact of state and local taxes. Actual after-tax returns
depend on an investors tax situation and may differ from
those shown, and after-tax returns shown are not relevant to
investors who hold their Fund shares through tax-deferred
arrangements, such as 401(k) plans or individual retirement
accounts.
Management
of the Fund
Investment Adviser: Invesco Advisers, Inc. (the Adviser).
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Portfolio Managers
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Title
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Length of Service on the Fund
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William Black
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Portfolio Manager
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2010 (predecessor fund 2007
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)
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Mark Paris
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Portfolio Manager
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2010 (predecessor fund 2007
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James Phillips
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Portfolio Manager
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2010 (predecessor fund 2002
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)
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Purchase
and Sale of Fund Shares
You may purchase, redeem or exchange shares of the Fund on any
business day through your financial adviser or by telephone at
800-659-1005.
Initial investments in the Institutional Class of a Fund must be
at least $10 million, regardless of whether such investment
is made directly or through an omnibus account, unless such
investment is made by an institutional investor that is
(i) an investment company, as defined under the Investment
Company Act of 1940, as amended, that is part of a family of
investment companies which own in the aggregate at least
$100 million in securities, (ii) a defined
contribution plan with at least $100 million of combined
defined contribution and defined benefit plan assets,
(iii) investing through a retirement platform that
administers at least $2.5 billion in retirement plan assets
and trades multiple plans through an omnibus account, or
(iv) a defined contribution or defined benefit plan making
a minimum investment of at least $1 million in each Fund in
which it invests. There is no minimum initial investment
requirement for those institutional investors described in
(i) (iii) above.
Tax
Information
The Funds distributions primarily are exempt from regular
federal income tax. A portion of these distributions, however,
may be subject to the federal alternative minimum tax and state
and local taxes. The Fund may also make distributions that are
taxable to you as ordinary income or capital gains.
Payments
to Broker-Dealers and Other Financial Intermediaries
If you purchase the Fund through a broker-dealer or other
financial intermediary (such as a bank), the Fund and the
Funds distributor or its related companies may pay the
intermediary for the sale of Fund shares and related services.
These payments may create a conflict of interest by influencing
the broker-dealer or other intermediary and your salesperson or
financial adviser to recommend the Fund over another investment.
Ask your salesperson or financial adviser or visit your
financial intermediarys Web site for more information.
Investment
Objective(s), Strategies, Risks and Portfolio Holdings
Investment
Objective(s)
The Funds investment objective is to seek federal
tax-exempt current income and taxable capital appreciation. The
Funds investment objective may be changed by the Board of
Trustees (the Board) without shareholder approval.
Principal
Investment Strategies
Under normal market conditions, the Fund invests at least 80% of
its net assets (plus any borrowings for investment purposes) in
municipal securities at the time of investment. In complying
with this 80% investment requirement, the Fund may include
synthetic securities that have economic characteristics similar
to the Funds direct investments that are counted toward
the 80% investment requirement.
The Adviser generally seeks to achieve the Funds
investment objective by investing at least 75% of its assets in
high yield securities specifically medium- and lower-grade
municipal securities. Medium- and lower-grade municipal
securities are high yield securities rated at the time of
purchase by Standard & Poors Ratings Services
(S&P) or Fitch, Inc. (Fitch) as BBB- through CC (inclusive)
for bonds or SP-2 or lower for notes; by Moodys Investors
Services, Inc. (Moodys) as Baa through Ca (inclusive) for
bonds or MIG3 or VMIG3 or lower for notes; or unrated municipal
securities determined by the Adviser to be of comparable quality
at the time of purchase. Securities rated by S&P and Fitch
as BBB- or below for bonds or SP-3 or below for notes, by
Moodys as Baa or below for bonds or SG
3 Invesco
Van Kampen High Yield Municipal Fund
or below for notes, or unrated municipal securities of
comparable quality are commonly referred to as junk bonds or
below investment grade securities. Medium- and lower-grade
securities are, therefore, inclusive of some securities below
investment grade.
At times, the market conditions in the municipal securities
markets may be such that the Adviser may invest in higher-grade
issues, particularly when the difference in returns between
quality classifications is very narrow or when the Adviser
expects interest rates to increase. Higher-grade securities are
securities that are rated higher than medium- or lower-grade
securities by Moodys, S&P, or Fitch, or considered by
the Adviser to be of comparable quality. Under normal market
conditions, the Fund invests 20% or less of its total assets in
higher-grade municipal securities rated A, SP-1 or higher by
S&P or rated A, MIG 2, VMIG 2 or higher by Moodys,
and in tax-exempt commercial paper rated
A-3
or
higher by S&P or rated P-3 or higher by Moodys
or in unrated securities determined by the Adviser to be of
comparable quality. Higher grade securities may lessen the
decline in net asset value when the strategy is implemented but
may also affect the amount of current income since yields on
higher-grade securities are usually lower than yields on medium-
or lower-grade securities.
Municipal securities include debt obligations of states,
territories or possessions of the United States and the District
of Columbia and their political subdivisions, agencies and
instrumentalities, the interest on which, in the opinion of bond
counsel or other counsel to the issuers of such securities, is,
at the time of issuance, exempt from federal income tax.
The principal types of municipal debt securities purchased by
the Fund are revenue obligations and general obligations.
Revenue obligations are usually payable only from the revenues
derived from a particular facility or class of facilities or, in
some cases, from the proceeds of a special excise tax or other
specific revenue source, but not from the general taxing power.
Revenue obligations may include industrial development,
pollution control, public utility, housing, housing, and health
care issues. Under normal market conditions, the Fund invests
primarily in municipal securities classified as revenue bonds.
General obligation securities are secured by the issuers
pledge of its faith, credit and taxing power for the payment of
principal and interest. The Fund may also invest in other types
of municipal securities. To meet its investment objective, the
Fund invests in different types of general obligation and
revenue obligation securities, including fixed and variable rate
securities, municipal notes, variable rate demand notes,
municipal leases, custodial receipts, participation certificates
and inverse floating rate investments.
The Fund may invest in inverse floating rate obligations.
Inverse floating rate obligations are variable rate debt
instruments that pay interest at rates that move in the opposite
direction of prevailing interest rates. Because the interest
rate paid to holders of such obligations is generally determined
by subtracting a variable or floating rate from a predetermined
amount, the interest rate paid to holders of such obligations
will decrease as such variable or floating rate increases and
increase as such variable or floating rate decreases. The
inverse floating rate obligations in which the Fund may invest
include derivative instruments such as residual interest bonds
or tender option bonds. Such instruments are typically created
by a special purpose trust that holds long-term fixed rate bonds
and sells two classes of beneficial interests: short-term
floating rate interests, which are sold to third party
investors, and inverse floating residual interests, which are
purchased by the Fund. The short-term floating rate interests
have first priority on the cash flow from the bond held by the
special purpose trust and the Fund (as holder of the inverse
floating residual interests) is paid the residual cash flow from
the bond held by the special purpose trust.
Municipal notes include tax, revenue and bond anticipation notes
of short maturity, generally less than three years, which are
issued to obtain temporary funds for various public purposes.
Variable rate demand notes are obligations which contain a
floating or variable interest rate adjustment formula and which
are subject to a right of demand for payment of the principal
balance plus accrued interest either at any time or at specified
intervals. The interest rate on a variable rate demand note may
be based on a known lending rate, such as a banks prime
rate, and may be adjusted when such rate changes, or the
interest rate may be a market rate that is adjusted at specified
intervals. The adjustment formula maintains the value of the
variable rate demand note at approximately the par value of such
note at the adjustment date.
Municipal leases are obligations issued by state and local
governments or authorities to finance the acquisition of
equipment and facilities. Certain municipal lease obligations
may include non-appropriation clauses which provide that the
municipality has no obligation to make lease or installment
purchase payments in future years unless money is appropriated
for such purpose on a yearly basis.
Custodial receipts are underwritten by securities dealers or
banks and evidence ownership of future interest payments,
principal payments or both on certain municipal securities.
Participation certificates are obligations issued by state or
local governments or authorities to finance the acquisition of
equipment and facilities. They may represent participations in a
lease, an installment purchase contract or a conditional sales
contract.
The Fund can utilize derivative instruments, specifically
futures contracts. The Fund can invest in futures contracts,
including treasury futures, to seek exposure to certain asset
classes. A futures contract is a standardized agreement between
two parties to buy or sell a specific quantity of an underlying
instrument at a specific price at a specific future time. The
value of the futures contract tends to increase and decrease in
tandem with the value of the underlying instrument. Futures
contracts are bilateral agreements, with both the purchaser and
the seller equally obligated to complete the transaction.
Depending on the terms of the particular contract, futures
contracts are settled through purchasing an offsetting contract,
by physical delivery of the underlying instrument on the
settlement date or by payment of a cash settlement amount on the
settlement date.
The Fund may invest more than 25% of its total assets in a
segment of the municipal securities market with similar
characteristics if the Adviser determines that the yields
available from obligations in a particular segment justify the
additional risks of a larger investment in such segment. The
Fund may not, however, invest more than 25% of its total assets
in industrial development bonds issued for companies in the same
industry. Sizeable investments in such obligations could involve
increased risk to the Fund should any such issuers or any such
related projects or facilities experience financial difficulties.
The Fund has no policy limiting its investments in municipal
securities whose issuers are located in the same state. However,
it is not the present intention of the Fund to invest more than
25% of the value of its total assets in issuers located in the
same state.
The Fund may from time to time invest temporarily up to 20% of
its net assets in taxable securities of at least comparable
quality to the municipal securities in which the Fund invests.
The Fund may invest up to 15% of its net assets in illiquid
securities and certain restricted securities.
The Adviser buys and sells securities for the Funds
portfolio with a view towards seeking a high level of interest
income exempt from federal income tax and selects securities
that the Adviser believes entail reasonable credit risk
considered in relation to the investment policies of the Fund.
As a result, the Fund will not necessarily invest in the highest
yielding municipal securities permitted by its investment
policies if the Adviser determines that market risks or credit
risks associated with such investments would subject the
Funds portfolio to undue risk. The potential realization
of capital gains or losses resulting from possible changes in
interest rates will not be a major consideration and frequency
of portfolio turnover generally will not be a limiting factor if
the Adviser considers it advantageous to purchase or sell
securities. Portfolio securities are typically sold when the
assessments of the Adviser of such securities materially change.
Specifically, sell decisions are based on (i) a
4 Invesco
Van Kampen High Yield Municipal Fund
deterioration or likely deterioration of an individual
issuers capacity to meet its debt obligations on a timely
basis; (ii) a deterioration or likely deterioration of the
broader fundamentals of a particular industry or sector; or
(iii) opportunities in the secondary or primary market to
exchange into a security with better relative value.
The Fund may sell securities without regard to the length of
time they have been held to take advantage of new investment
opportunities, yield differentials, or for other reasons.
The Fund may, from time to time, take temporary defensive
positions in cash and other securities that are less risky and
inconsistent with the Funds principal investment
strategies in anticipation of or in response to adverse market,
economic, political or other conditions. As a result, the Fund
may not achieve its investment objective.
The Funds investments in the types of securities described
in this prospectus vary from time to time, and, at any time, the
Fund may not be invested in all of the types of securities
described in this prospectus. Any percentage limitations with
respect to assets of the Fund are applied at the time of
purchase.
Risks
Alternative Minimum Tax Risk.
Although the interest
received from municipal securities generally is exempt from
federal income tax, the Fund may invest all or a substantial
portion of its total assets in municipal securities subject to
the federal alternative minimum tax. Accordingly, investment in
the Fund could cause shareholders to be subject to (or result in
an increased liability under) the federal alternative minimum
tax.
Call Risk.
If interest rates fall, it is possible that
issuers of debt securities with high interest rates will prepay
or call their securities before their maturity dates. In this
event, the proceeds from the called securities would likely be
reinvested by the Fund in securities bearing the new, lower
interest rates, resulting in a possible decline in the
Funds income and distributions to shareholders.
Credit Risk.
The issuers of instruments in which the Fund
invests may be unable to meet interest
and/or
principal payments. This risk is increased to the extent the
Fund invests in junk bonds which may cause the Fund to incur
higher expenses to protect its interests. The credit risks and
market prices of lower-grade securities generally are more
sensitive to negative issuer developments, such as reduced
revenues or increased expenditures, or adverse economic
conditions, such as a recession, than are higher-grade
securities. An issuers securities may increase in value if
its financial strength weakens, which may reduce its credit
rating and possibly its ability to meet its contractual
obligations.
Derivatives Risk.
The performance of derivative
instruments is tied to the performance of an underlying
currency, security, index or other instrument. In addition to
risks relating to their underlying instruments, the use of
derivatives may include other, possibly greater, risks. Risks
associated with the use of derivatives include counterparty,
leverage, correlation, liquidity, tax, market, interest rate and
management risks. Derivatives may also be more difficult to
purchase, sell or value than other investments. The Fund may
lose more than the cash amount invested on investments in
derivatives.
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n
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Counterparty Risk.
Counterparty risk is the risk that a
counterparty to a derivative transaction will not fulfill its
contractual obligations (including because of bankruptcy or
insolvency) to make principal or interest payments to the Fund,
when due, which may cause losses or additional costs to the Fund.
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n
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Leverage Risk.
Leverage exists when the Fund purchases or
sells a derivative instrument or enters into a transaction
without investing cash in an amount equal to the full economic
exposure of the instrument or transaction and the Fund could
lose more than it invested. The Fund mitigates leverage risk by
segregating or earmarking liquid assets or otherwise covering
transactions that may give rise to such risk. Leverage may cause
the Fund to be more volatile because it may exaggerate the
effect of any increase or decrease in the value of the
Funds portfolio securities. The use of some derivative
instruments may result in implicit leverage, which does not
result in the possibility of the Fund incurring obligations
beyond its investment, but that nonetheless permits the Fund to
gain exposure that is greater than would be the case in an
unlevered instrument. The Fund does not segregate assets or
otherwise cover investments in derivatives with implicit
leverage.
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Correlation Risk.
To the extent that the Fund uses
derivatives for hedging or reducing exposure, there is the risk
of imperfect correlation between movements in the value of the
derivative instrument and the value of an underlying asset,
reference rate or index. To the extent that the Fund uses
derivatives for hedging purposes, there is the risk during
extreme market conditions that an instrument which would usually
operate as a hedge provides no hedging benefits at all.
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Liquidity Risk.
Liquidity risk is the risk that the Fund
may be unable to close out a derivative position because the
trading market becomes illiquid or the availability of
counterparties becomes limited for a period of time. To the
extent that the Fund is unable to close out a derivative
position because of market illiquidity, the Fund may not be able
to prevent further losses of value in its derivatives holdings
and the liquidity of the Funds other assets may be
impaired to the extent that it has a substantial portion of its
otherwise liquid assets marked as segregated to cover its
obligations under such derivative instruments. The Fund may also
be required to take or make delivery of an underlying instrument
that the Adviser would otherwise have attempted to avoid.
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Tax Risk.
The use of certain derivatives may cause the
Fund to realize higher amounts of ordinary income or short-term
capital gain, distributions from which are taxable to individual
shareholders at ordinary income tax rates rather than at the
more favorable tax rates for long-term capital gain. The
Funds use of derivatives may be limited by the
requirements for taxation of the Fund as a regulated investment
company. The tax treatment of derivatives may be affected by
changes in legislation, regulations or other legal authority
that could affect the character, timing and amount of the
Funds taxable income or gains and distributions to
shareholders.
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Market Risk.
Derivatives are subject to the market risks
associated with their underlying instruments, which may decline
in response to, among other things, investor sentiment; general
economic and market conditions; regional or global instability;
and currency and interest rate fluctuations. Derivatives may be
subject to heightened and evolving government regulations, which
could increase the costs of owning certain derivatives.
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Interest Rate Risk.
Some derivatives are particularly
sensitive to interest rate risk, which is the risk that prices
of fixed income instruments generally fall as interest rates
rise; conversely, prices of fixed income instruments generally
rise as interest rates fall. Specific fixed income instruments
differ in their sensitivity to changes in interest rates
depending on their individual characteristics.
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Management Risk.
The investment techniques and risk
analysis used by the Funds portfolio managers in
connection with investing in derivatives may not produce the
desired results.
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Investors should bear in mind that, while the Fund intends to
use derivative strategies, it is not obligated to actively
engage in these transactions, generally or in any particular
kind of derivative, if the Adviser elects not to do so due to
availability, cost, market conditions or other factors.
High Yield Bond (Junk Bond) Risk.
Compared to higher
quality debt securities, high yield bonds (commonly referred to
as junk bonds) involve a greater risk of default or price
changes due to changes in the credit quality of the issuer
because they are generally unsecured and may be subordinated to
other creditors claims. The values of junk bonds often
fluctuate more in response to company, political, regulatory or
economic developments than higher quality bonds. Their values
can decline significantly over short periods of time or during
periods of economic difficulty
5 Invesco
Van Kampen High Yield Municipal Fund
when the bonds could be difficult to value or sell at a fair
price. Credit ratings on junk bonds do not necessarily reflect
their actual market value.
Income Risk.
The income you receive from the Fund is
based primarily on prevailing interest rates, which can vary
widely over the short- and long-term. If interest rates drop,
your income from the Fund may drop as well.
Interest Rate Risk.
Interest rate risk refers to the risk
that municipal securities prices generally fall as interest
rates rise; conversely, the prices generally rise as interest
rates fall. Specific municipal securities differ in their
sensitivity to changes in interest rates depending on their
individual characteristics. One measure of this sensitivity is
called duration. The longer the duration of a particular
municipal security, the greater its price sensitivity is to
interest rates. Similarly, a longer duration portfolio of
securities has greater price sensitivity. Falling interest rates
may also prompt some issuers to refinance existing debt, which
could affect the Funds performance. Volatility may be
greater during periods of general economic uncertainty. A
significant increase in interest rates or a general economic
downturn could severely disrupt the market for medium- and
lower-grade securities and adversely affect the market value of
such securities.
Inverse Floating Rate Obligations Risk.
The value of
inverse floating rate obligations, including tender option
bonds, will decrease as interest rates increase. Furthermore,
the coupon rate on an inverse floating rate obligation typically
changes at a multiple of the change in the relevant index rate.
Thus, the Fund also has correlation risk. Some inverse floating
rate obligations may also increase or decrease substantially
because of changes in the rate of prepayments. Inverse floating
rate obligations have varying degrees of liquidity based on the
underlying securities in the special purpose trust.
Additionally, these securities may lose principal. Therefore,
inverse floating rate obligations may be more volatile than
other fixed income securities. The Fund generally invests in
inverse floating rate obligations that include embedded
leverage, thus exposing the Fund to greater risks and increased
costs. The market value of a leveraged inverse
floating rate obligations generally will fluctuate in response
to changes in market rates of interest to a greater extent than
the value of an unleveraged investment. The use of short-term
floating rate obligations may require the Fund to segregate or
earmark cash or liquid assets to cover its obligations.
Securities so segregated or earmarked will be unavailable for
sale by the Fund (unless replaced by other securities qualifying
for segregation requirements), which may limit the Funds
flexibility and may require that the Fund sell other portfolio
investments at a time when it may be disadvantageous to sell
such assets.
Leverage Risk.
Borrowing money to buy securities exposes
the Fund to leverage because the Fund can achieve a return on a
capital base larger than the assets that shareholders have
contributed to the Fund. Certain other transactions may give
rise to a form of leverage. Leverage also exists when the Fund
purchases or sells an instrument or enters into a transaction
without investing cash in an amount equal to the full economic
exposure of the instrument or transaction and the Fund could
lose more than it invested. Except in the case of borrowing, the
Fund mitigates leverage risk by segregating or earmarking liquid
assets or otherwise covers transactions that may give rise to
such risk. To the extent that the Fund is not able to close out
a leveraged position because of market illiquidity, the
Funds liquidity may be impaired to the extent that it has
a substantial portion of liquid assets segregated or earmarked
to cover obligations and may liquidate portfolio positions when
it may not be advantageous to do so. Leveraging may cause the
Fund to be more volatile because it may exaggerate the effect of
any increase or decrease in the value of the Funds
portfolio securities. There can be no assurance that the
Funds leverage strategy will be successful.
Liquidity Risk.
The markets for medium- and lower-grade
securities may be less liquid than the markets for higher-grade
securities. Certain municipal securities in which the Fund may
invest, such as special obligation bonds, lease obligations,
participation certificates and variable rate instruments, may be
particularly less liquid. A security is considered to be
illiquid if the Fund is unable to sell such security at a fair
price within a reasonable amount of time. A security may be
deemed illiquid due to a lack of sufficient trading volume in
the security or if the security is privately placed and not
traded in any public market or is otherwise restricted from
trading. The Fund may be unable to sell illiquid securities at
the time or price it desires and could lose its entire
investment in such securities or may have to sell other
securities instead to obtain cash or forego other investment
opportunities.
Further, to the extent the Fund owns or may acquire illiquid or
restricted medium- and lower-grade securities, these securities
may involve special registration responsibilities, liabilities
and costs, and liquidity and valuation difficulties.
Management Risk.
The investment techniques and risk
analysis used by the Adviser may not produce the desired
results. As with any managed fund, the Adviser may not be
successful in selecting the best-performing securities or
investment techniques, and the Funds performance may lag
behind that of similar funds. The Fund will rely on the
Advisers judgment, analysis and experience in evaluating
the creditworthiness of an issuer. The amount of available
information about the financial condition of municipal
securities issuers is generally less extensive than that for
corporate issuers with publicly traded securities and the market
for municipal securities is generally considered to be less
liquid than the market for corporate debt obligations.
In its analysis, the Adviser may consider the credit ratings of
recognized rating organizations in evaluating securities
although the Adviser does not rely primarily on these ratings.
Credit ratings of securities rating organizations evaluate only
the safety of principal and interest payments, not the market
risk. In addition, ratings are general and not absolute
standards of quality, and credit ratings are subject to the risk
that the creditworthiness of an issuer may change and the rating
agencies may fail to change such ratings in a timely fashion. A
rating downgrade does not require the Fund to dispose of a
security.
During periods of reduced market liquidity or in the absence of
readily available market quotations for medium- or lower-grade
securities held in the Funds portfolio, the ability of the
Adviser to value the Funds securities becomes more
difficult and the judgment of the Fund may play a greater role
in the valuation of the Funds securities due to the
reduced availability of reliable objective data.
Market Risk.
The prices of and the income generated by
the Funds securities may decline in response to, among
other things, investor sentiment; general economic and market
conditions; regional or global instability; and currency and
interest rate fluctuations.
Medium- and Lower-Grade Municipal Securities Risk.
Securities which are in the medium- and lower-grade categories
generally offer higher yields than are offered by higher-grade
securities of similar maturity, but they also generally involve
more volatility and greater risks, such as greater credit risk,
market risk, liquidity risk, management risk, and regulatory
risk. Furthermore, many medium- and lower-grade securities are
not listed for trading on any national securities exchange and
many issuers of medium- and lower-grade securities choose not to
have a rating assigned to their obligations by any nationally
recognized statistical rating organization. As a result, the
Funds portfolio may consist of a higher portion of
unlisted or unrated securities as compared with an investment
company that invests solely in higher-grade securities. Unrated
securities are usually not as attractive to as many buyers as
are rated securities, a factor which may make unrated securities
less marketable. These factors may have the effect of limiting
the availability of the securities for purchase by the Fund and
may also limit the ability of the Fund to sell such securities
at their fair value either to meet redemption requests or in
response to changes in the economy or the financial markets.
Municipal Issuer Focus Risk.
The Fund generally considers
investments in municipal securities not to be subject to
industry concentration policies (issuers of municipal securities
as a group is not an industry) and the
6 Invesco
Van Kampen High Yield Municipal Fund
Fund may invest in municipal securities issued by entities
having similar characteristics. The issuers may be located in
the same geographic area or may pay their interest obligations
from revenue of similar projects, such as hospitals, airports,
utility systems and housing finance agencies. This may make the
Funds investments more susceptible to similar social,
economic, political or regulatory occurrences. As the similarity
in issuers increases, the potential for fluctuation in the
Funds net asset value also increases. From time to time,
the Funds investments may include securities as to which
the Fund, by itself or together with other funds or accounts
managed by the Adviser, holds a major portion or all of an issue
of municipal securities. Because there may be relatively few
potential purchasers for such investments and, in some cases,
there may be contractual restrictions on resales, the Fund may
find it more difficult to sell such securities at a time when
the Adviser believes it is advisable to do so.
Municipal Securities Risk.
The Fund may invest in
municipal securities. Constitutional amendments, legislative
enactments, executive orders, administrative regulations, voter
initiatives, and the issuers regional economic conditions
may affect the municipal securitys value, interest
payments, repayment of principal and the Funds ability to
sell it. Revenue bonds are generally not backed by the taxing
power of the issuing municipality. To the extent that a
municipal security is not heavily followed by the investment
community or such security issue is relatively small, the
security may be difficult to value or sell at a desirable price.
If the Internal Revenue Service determines that an issuer of a
municipal security has not complied with applicable tax
requirements, interest from the security could be treated as
taxable, which could result in a decline in the securitys
value. In addition, there could be changes in applicable tax
laws or tax treatments that reduce or eliminate the current
federal income tax exemption on municipal securities or
otherwise adversely affect the current federal or state tax
status of municipal securities.
Reinvestment Risk.
Reinvestment risk is the risk that a
bonds cash flows (coupon income and principal repayment)
will be reinvested at an interest rate below that on the
original bond. If interest rates decline, the underlying bond
may rise in value, but the cash flows received from that bond
may have to be reinvested at a lower interest rate.
Synthetic Securities Risk.
Fluctuations in the values of
synthetic securities may not correlate perfectly with the
instruments they are designed to replicate. Synthetic securities
may be subject to interest rate changes, market price
fluctuations, counterparty risk and liquidity risk. The
tax-exempt character of the interest paid on synthetic municipal
securities is based on the tax-exempt income stream from the
collateral. The Internal Revenue Service has not ruled on this
and could deem income derived from synthetic municipal
securities to be taxable.
Variable Rate Demand Notes Risk.
The absence of an
active secondary market for certain variable and floating rate
notes could make it difficult to dispose of the instruments, and
a portfolio could suffer a loss if the issuer defaults during
periods in which a portfolio is not entitled to exercise its
demand rights.
Portfolio
Holdings
A description of Fund policies and procedures with respect to
the disclosure of Fund portfolio holdings is available in the
SAI, which is available at www.invesco.com/us.
The
Adviser(s)
Invesco Advisers, Inc. (the Adviser or Invesco) serves as the
Funds investment adviser. The Adviser manages the
investment operations of the Fund as well as other investment
portfolios that encompass a broad range of investment
objectives, and has agreed to perform or arrange for the
performance of the Funds
day-to-day
management. The Adviser is located at 1555 Peachtree Street,
N.E., Atlanta, Georgia 30309. The Adviser, as successor in
interest to multiple investment advisers, has been an investment
adviser since 1976.
Pending Litigation.
Detailed information concerning
pending litigation can be found in the SAI.
Adviser
Compensation
During the fiscal year ended February 29, 2012, the Adviser
received compensation of 0.51% of Invesco Van Kampen High Yield
Municipal Funds average daily net assets.
A discussion regarding the basis for the Boards approval
of the investment advisory and investment
sub-advisory
agreements of the Fund is available in the Funds most
recent semi-annual report to shareholders for the
six-month
period ended August 31.
Portfolio
Managers
The following individuals are jointly and primarily responsible
for the
day-to-day
management of the Funds portfolio:
|
|
n
|
William Black, Portfolio Manager, who has been responsible for
the Fund since 2010 and has been associated with Invesco and/or
its affiliates since 2010. Mr. Black served as Portfolio
Manager of the predecessor fund since 2007. From 1998 to 2010,
Mr. Black was associated with Van Kampen Asset Management
and/or its affiliates in an investment management capacity.
|
|
|
n
|
Mark Paris, Portfolio Manager, who has been responsible for the
Fund since 2010 and has been associated with Invesco and/or its
affiliates since 2010. Mr. Paris served as Portfolio Manager of
the predecessor fund since 2007. From 2002 to 2010,
Mr. Paris was associated with Van Kampen Asset Management
and/or its affiliates in an investment management capacity.
|
|
|
n
|
James Phillips, Portfolio Manager, who has been responsible for
the Fund since 2010 and has been associated with Invesco and/or
its affiliates since 2010. Mr. Phillips served as Portfolio
Manager of the predecessor fund since 2002. From 1991 to 2010,
Mr. Phillips was associated with Van Kampen Asset
Management and/or its affiliates in an investment management
capacity.
|
More information on the portfolio managers may be found at
www.invesco.com/us. The Web site is not part of the prospectus.
The Funds SAI provides additional information about the
portfolio managers investments in the Fund, a description
of the compensation structure and information regarding other
accounts managed.
Distributions
The Fund expects, based on its investment objective and
strategies, that its distributions, if any, will consist
primarily of tax-exempt income.
Dividends
The Fund generally declares dividends from net investment income
daily and pays them monthly.
Capital
Gains Distributions
The Fund generally distributes long-term and short-term capital
gains (net of any available capital loss carryovers), if any, at
least annually. Capital gains distributions may vary
considerably from year to year as a result of the Funds
normal investment activities and cash flows. During a time of
economic volatility, a fund may experience capital losses and
unrealized depreciation in value of investments, the effect of
which may be to reduce or eliminate capital gains distributions
for a period of time. Even though a fund may experience a
current year loss, it may nonetheless distribute prior year
capital gains.
7 Invesco
Van Kampen High Yield Municipal Fund
Barclays High Yield Municipal Bond Index is an unmanaged index
consisting of noninvestment-grade bonds.
Custom Invesco Van Kampen High Yield Municipal Index, created by
Invesco to serve as a benchmark for Invesco Van Kampen High
Yield Municipal Fund, is composed of the following indices:
Barclays High Yield Municipal Bond Index (60%) and Barclays
Municipal Bond Index (40%).
The Barclays Municipal Bond Index is an unmanaged index
considered representative of the tax-exempt bond market.
8 Invesco
Van Kampen High Yield Municipal Fund
The financial highlights show the Funds financial history
for the past five fiscal years or, if shorter, the period of
operations of the Fund or any of its share classes. The
financial highlights table is intended to help you understand
the Funds and the predecessor funds financial
performance. The Fund has the same investment objective and
similar investment policies as the predecessor fund. Certain
information reflects financial results for a single Fund or
predecessor fund share. Only Institutional Class is offered in
this prospectus.
The total returns in the table represent the rate that an
investor would have earned (or lost) on an investment in the
Fund and the predecessor fund (assuming reinvestment of all
dividends and distributions).
The information for periods ending on and after June 1,
2010 has been audited by PricewaterhouseCoopers, LLP, an
independent registered public accounting firm, whose report,
along with the Funds financial statements, are included in
the Funds annual report, which is available upon request.
The information for periods ending prior to June 1, 2010,
has been audited by the auditor to the predecessor fund.
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Supplemental
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Net gains
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ratio of expenses
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(losses)
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to average net
|
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Ratio of net
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Net asset
|
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on securities
|
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|
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Dividends
|
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Ratio of
|
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assets (excluding
|
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investment
|
|
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value,
|
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Net
|
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(both
|
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Total from
|
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from net
|
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Net asset
|
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|
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Net assets,
|
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expenses
|
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interest, facilities
|
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income
|
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beginning
|
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investment
|
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realized and
|
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investment
|
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investment
|
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value, end
|
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Total
|
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end of period
|
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to average
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and maintenance
|
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to average
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Portfolio
|
|
|
of period
|
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income
(a)
|
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unrealized)
|
|
operations
|
|
income
|
|
of period
|
|
return
|
|
(000s omitted)
|
|
net assets
|
|
fees)
(b)
|
|
net assets
|
|
turnover
(c)
|
|
|
Class A
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|
|
|
|
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Year ended
02/29/12
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$
|
8.85
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|
|
$
|
0.57
|
|
|
$
|
0.85
|
|
|
$
|
1.42
|
|
|
$
|
(0.56
|
)
|
|
$
|
9.71
|
|
|
|
16.56
|
%
(d)
|
|
$
|
3,766,082
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|
|
|
0.93
|
%
(e)
|
|
|
0.85
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%
(e)
|
|
|
6.24
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%
(e)
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|
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16
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%
|
Period ended
02/28/11
|
|
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9.24
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0.15
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(0.40
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)
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(0.25
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)
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(0.14
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)
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8.85
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|
|
|
(2.72
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)
(d)
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|
3,399,724
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|
|
|
0.84
|
(n)
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|
|
0.76
|
(n)
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|
|
6.80
|
(n)
|
|
|
3
|
|
Year ended
11/30/10
|
|
|
9.07
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|
|
0.57
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|
|
|
0.15
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|
|
|
0.72
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|
|
|
(0.55
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)
|
|
|
9.24
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|
|
|
8.07
|
(d)
|
|
|
3,875,386
|
|
|
|
0.91
|
|
|
|
0.84
|
|
|
|
6.10
|
|
|
|
20
|
|
Year ended
11/30/09
|
|
|
8.15
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|
|
|
0.58
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|
|
|
0.92
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|
|
|
1.50
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|
|
|
(0.58
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)
|
|
|
9.07
|
|
|
|
19.33
|
(f)
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3,294,547
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|
|
0.97
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|
|
|
0.87
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|
|
|
6.90
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|
|
|
16
|
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Year ended
11/30/08
|
|
|
10.61
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|
|
0.59
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|
|
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(2.48
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)
|
|
|
(1.89
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)
|
|
|
(0.57
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)
|
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|
8.15
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|
|
|
(18.57
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)
(f)
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2,662,943
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|
|
|
1.21
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|
|
0.86
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|
|
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5.96
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|
49
|
|
Year ended
11/30/07
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|
11.24
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|
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0.58
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|
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(0.64
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)
|
|
|
(0.06
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)
|
|
|
(0.57
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)
|
|
|
10.61
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|
|
|
(0.57
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)
(f)
|
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|
3,185,041
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|
|
|
1.55
|
|
|
|
0.84
|
|
|
|
5.23
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|
|
|
26
|
|
|
Class B
|
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|
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Year ended
02/29/12
|
|
|
8.85
|
|
|
|
0.60
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|
|
|
0.85
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|
|
|
1.45
|
|
|
|
(0.55
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)
|
|
|
9.75
|
|
|
|
16.89
|
(d)(g)
|
|
|
163,123
|
|
|
|
0.68
|
(e)(g)
|
|
|
0.60
|
(e)(g)
|
|
|
6.49
|
(e)(g)
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|
|
16
|
|
Period ended
02/28/11
|
|
|
9.24
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|
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0.14
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|
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(0.41
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)
|
|
|
(0.27
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)
|
|
|
(0.12
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)
|
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|
8.85
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|
|
|
(2.90
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)
(d)(g)
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|
|
250,532
|
|
|
|
1.39
|
(g)(n)
|
|
|
1.31
|
(g)(n)
|
|
|
6.25
|
(g)(n)
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|
|
3
|
|
Year ended
11/30/10
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|
|
9.07
|
|
|
|
0.50
|
|
|
|
0.15
|
|
|
|
0.65
|
|
|
|
(0.48
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)
|
|
|
9.24
|
|
|
|
7.27
|
(d)
|
|
|
299,439
|
|
|
|
1.66
|
|
|
|
1.59
|
|
|
|
5.35
|
|
|
|
20
|
|
Year ended
11/30/09
|
|
|
8.15
|
|
|
|
0.51
|
|
|
|
0.93
|
|
|
|
1.44
|
|
|
|
(0.52
|
)
|
|
|
9.07
|
|
|
|
18.46
|
(h)
|
|
|
316,094
|
|
|
|
1.72
|
|
|
|
1.62
|
|
|
|
6.15
|
|
|
|
16
|
|
Year ended
11/30/08
|
|
|
10.61
|
|
|
|
0.52
|
|
|
|
(2.49
|
)
|
|
|
(1.97
|
)
|
|
|
(0.49
|
)
|
|
|
8.15
|
|
|
|
(19.21
|
)
(h)
|
|
|
329,752
|
|
|
|
1.96
|
|
|
|
1.61
|
|
|
|
5.19
|
|
|
|
49
|
|
Year ended
11/30/07
|
|
|
11.24
|
|
|
|
0.49
|
|
|
|
(0.63
|
)
|
|
|
(0.14
|
)
|
|
|
(0.49
|
)
|
|
|
10.61
|
|
|
|
(1.32
|
)
(h)
|
|
|
505,758
|
|
|
|
2.30
|
|
|
|
1.59
|
|
|
|
4.48
|
|
|
|
26
|
|
|
Class C
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended
02/29/12
|
|
|
8.83
|
|
|
|
0.50
|
|
|
|
0.85
|
|
|
|
1.35
|
|
|
|
(0.49
|
)
|
|
|
9.69
|
|
|
|
15.73
|
(d)
|
|
|
881,847
|
|
|
|
1.68
|
(e)
|
|
|
1.60
|
(e)
|
|
|
5.49
|
(e)
|
|
|
16
|
|
Period ended
02/28/11
|
|
|
9.23
|
|
|
|
0.13
|
|
|
|
(0.41
|
)
|
|
|
(0.28
|
)
|
|
|
(0.12
|
)
|
|
|
8.83
|
|
|
|
(3.02
|
)
(d)
|
|
|
813,001
|
|
|
|
1.59
|
(n)
|
|
|
1.51
|
(n)
|
|
|
6.05
|
(n)
|
|
|
3
|
|
Year ended
11/30/10
|
|
|
9.05
|
|
|
|
0.50
|
|
|
|
0.16
|
|
|
|
0.66
|
|
|
|
(0.48
|
)
|
|
|
9.23
|
|
|
|
7.40
|
(d)
|
|
|
953,475
|
|
|
|
1.66
|
|
|
|
1.59
|
|
|
|
5.35
|
|
|
|
20
|
|
Year ended
11/30/09
|
|
|
8.14
|
|
|
|
0.51
|
|
|
|
0.92
|
|
|
|
1.43
|
|
|
|
(0.52
|
)
|
|
|
9.05
|
|
|
|
18.36
|
(i)
|
|
|
799,982
|
|
|
|
1.72
|
|
|
|
1.62
|
|
|
|
6.09
|
|
|
|
16
|
|
Year ended
11/30/08
|
|
|
10.60
|
|
|
|
0.51
|
|
|
|
(2.48
|
)
|
|
|
(1.97
|
)
|
|
|
(0.49
|
)
|
|
|
8.14
|
|
|
|
(19.22
|
)
(i)
|
|
|
584,835
|
|
|
|
1.96
|
|
|
|
1.61
|
|
|
|
5.22
|
|
|
|
49
|
|
Year ended
11/30/07
|
|
|
11.22
|
|
|
|
0.49
|
|
|
|
(0.62
|
)
|
|
|
(0.13
|
)
|
|
|
(0.49
|
)
|
|
|
10.60
|
|
|
|
(1.22
|
)
(i)(j)
|
|
|
656,854
|
|
|
|
2.29
|
(j)
|
|
|
1.58
|
(j)
|
|
|
4.50
|
(j)
|
|
|
26
|
|
|
Class Y
(k)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended
02/29/12
|
|
|
8.87
|
|
|
|
0.59
|
|
|
|
0.84
|
|
|
|
1.43
|
|
|
|
(0.57
|
)
|
|
|
9.73
|
|
|
|
16.83
|
(d)
|
|
|
431,266
|
|
|
|
0.68
|
(e)
|
|
|
0.60
|
(e)
|
|
|
6.49
|
(e)
|
|
|
16
|
|
Period ended
02/28/11
|
|
|
9.26
|
|
|
|
0.15
|
|
|
|
(0.40
|
)
|
|
|
(0.25
|
)
|
|
|
(0.14
|
)
|
|
|
8.87
|
|
|
|
(2.65
|
)
(d)
|
|
|
518,173
|
|
|
|
0.59
|
(n)
|
|
|
0.51
|
(n)
|
|
|
7.05
|
(n)
|
|
|
3
|
|
Year ended
11/30/10
|
|
|
9.09
|
|
|
|
0.60
|
|
|
|
0.15
|
|
|
|
0.75
|
|
|
|
(0.58
|
)
|
|
|
9.26
|
|
|
|
8.33
|
(d)
|
|
|
522,709
|
|
|
|
0.66
|
|
|
|
0.59
|
|
|
|
6.35
|
|
|
|
20
|
|
Year ended
11/30/09
|
|
|
8.17
|
|
|
|
0.59
|
|
|
|
0.93
|
|
|
|
1.52
|
|
|
|
(0.60
|
)
|
|
|
9.09
|
|
|
|
19.57
|
(i)
|
|
|
281,752
|
|
|
|
0.72
|
|
|
|
0.62
|
|
|
|
6.94
|
|
|
|
16
|
|
Year ended
11/30/08
|
|
|
10.64
|
|
|
|
0.62
|
|
|
|
(2.50
|
)
|
|
|
(1.88
|
)
|
|
|
(0.59
|
)
|
|
|
8.17
|
|
|
|
(18.39
|
)
(i)
|
|
|
55,427
|
|
|
|
0.99
|
|
|
|
0.64
|
|
|
|
6.70
|
|
|
|
49
|
|
Year ended
11/30/07
|
|
|
11.25
|
|
|
|
0.60
|
|
|
|
(0.61
|
)
|
|
|
(0.01
|
)
|
|
|
(0.60
|
)
|
|
|
10.64
|
|
|
|
(0.14
|
)
(i)
|
|
|
1,557
|
|
|
|
1.30
|
|
|
|
0.59
|
|
|
|
5.49
|
|
|
|
26
|
|
|
|
|
|
(a)
|
|
Calculated using average shares outstanding.
|
(b)
|
|
For the years ended November 30, 2010 and prior, ratio does
not excluded facilities and maintenance fees.
|
(c)
|
|
Portfolio turnover is calculated at the fund level and is not
annualized for periods less than one year, if applicable.
|
(d)
|
|
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. Does
not include sales charges and is not annualized for periods less
than one year, if applicable.
|
(e)
|
|
Ratios are based on average daily net assets (000s
omitted) of $3,458,022, $200,433, $813,635 and $427,050 for
Class A, Class B, Class C and Class Y
shares, respectively.
|
(f)
|
|
Assumes reinvestment of all distributions for the period and
does not include payment of the maximum sales charge of 4.75% or
contingent deferred sales charge (CDSC). On purchases of
$1 million or more, a CDSC of 1% may be imposed on certain
redemptions made within eighteen months of purchase. If the
sales charges were included, total returns would be lower. These
returns include combined
Rule 12b-1
fees and services fees of up to 0.25% and do not reflect the
deduction of taxes that a shareholder would pay on Fund
distributions or the redemption of Fund shares.
|
(g)
|
|
The total return, ratio of expenses to average net assets and
ratio of net investment income to average net assets reflect
actual
12b-1
fees of 0.00% and 0.80% for the year ended February 29,
2012 and the period ended February 28, 2011, respectively.
|
(h)
|
|
Assumes reinvestment of all distributions for the period and
does not include payment of the maximum CDSC of 4%, charged on
certain redemptions made within the first and second year of
purchase and declining to 0% after the fifth year. If the sales
charges were included, total returns would be lower. These
returns include combined
Rule 12b-1
fees and services fees of up to 1% and do not reflect the
deduction of taxes that a shareholder would pay on Fund
distributions or the redemption of Fund shares.
|
(i)
|
|
Assumes reinvestment of all distributions for the period and
does not include payment of the maximum CDSC of 1%, charged on
certain redemptions made within the one year of purchase. If the
sales charges were included, total returns would be lower. These
returns include combined Rule
12b-1
fees
and services fees of up to 1% and do not reflect the deduction
of taxes that a shareholder would pay on Fund distributions or
the redemption of Fund shares.
|
(j)
|
|
The total return, ratio of expense to average net assets and
ratio of net investment income to average net assets reflect
actual
12b-1
fees of less than 1%.
|
(k)
|
|
On June 1, 2010, Class I shares of the predecessor
fund were reorganized into Class Y shares of the Fund.
|
(l)
|
|
Assumes reinvestment of all distributions for the period. These
returns do not reflect the deduction of taxes that a shareholder
would pay on Fund distributions or the redemption on Fund shares.
|
(n)
|
|
Annualized.
|
9 Invesco
Van Kampen High Yield Municipal Fund
Hypothetical
Investment and Expense Information
In connection with the final settlement reached between Invesco
and certain of its affiliates with certain regulators, including
the New York Attorney Generals Office, the SEC and the
Colorado Attorney Generals Office (the settlement) arising
out of certain market timing and unfair pricing allegations made
against Invesco and certain of its affiliates, Invesco and
certain of its affiliates agreed, among other things, to
disclose certain hypothetical information regarding investment
and expense information to Fund shareholders. The chart below is
intended to reflect the annual and cumulative impact of the
Funds expenses, including investment advisory fees and
other Fund costs, on the Funds returns over a
10-year
period. The example reflects the following:
|
|
|
|
n
|
You invest $10,000 in a Fund and hold it for the entire
10 year period;
|
|
|
|
|
n
|
Your investment has a 5% return before expenses each year; and
|
|
|
|
|
n
|
The Funds current annual expense ratio includes any
applicable contractual fee waiver or expense reimbursement for
the period committed.
|
There is no assurance that the annual expense ratio will be the
expense ratio for the Fund classes for any of the years shown.
This is only a hypothetical presentation made to illustrate what
expenses and returns would be under the above scenarios; your
actual returns and expenses are likely to differ (higher or
lower) from those shown below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Institutional
|
|
Year 1
|
|
Year 2
|
|
Year 3
|
|
Year 4
|
|
Year 5
|
|
Year 6
|
|
Year 7
|
|
Year 8
|
|
Year 9
|
|
Year 10
|
|
Annual Expense Ratio
|
|
|
0
|
.73%
|
|
|
0
|
.73%
|
|
|
0
|
.73%
|
|
|
0
|
.73%
|
|
|
0
|
.73%
|
|
|
0
|
.73%
|
|
|
0
|
.73%
|
|
|
0
|
.73%
|
|
|
0
|
.73%
|
|
|
0
|
.73%
|
Cumulative Return Before Expenses
|
|
|
5
|
.00%
|
|
|
10
|
.25%
|
|
|
15
|
.76%
|
|
|
21
|
.55%
|
|
|
27
|
.63%
|
|
|
34
|
.01%
|
|
|
40
|
.71%
|
|
|
47
|
.75%
|
|
|
55
|
.13%
|
|
|
62
|
.89%
|
Cumulative Return After Expenses
|
|
|
4
|
.27%
|
|
|
8
|
.72%
|
|
|
13
|
.36%
|
|
|
18
|
.21%
|
|
|
23
|
.25%
|
|
|
28
|
.52%
|
|
|
34
|
.00%
|
|
|
39
|
.73%
|
|
|
45
|
.69%
|
|
|
51
|
.91%
|
End of Year Balance
|
|
$
|
10,427
|
.00
|
|
$
|
10,872
|
.23
|
|
$
|
11,336
|
.48
|
|
$
|
11,820
|
.54
|
|
$
|
12,325
|
.28
|
|
$
|
12,851
|
.57
|
|
$
|
13,400
|
.33
|
|
$
|
13,972
|
.53
|
|
$
|
14,569
|
.15
|
|
$
|
15,191
|
.26
|
Estimated Annual Expenses
|
|
$
|
74
|
.56
|
|
$
|
77
|
.74
|
|
$
|
81
|
.06
|
|
$
|
84
|
.52
|
|
$
|
88
|
.13
|
|
$
|
91
|
.90
|
|
$
|
95
|
.82
|
|
$
|
99
|
.91
|
|
$
|
104
|
.18
|
|
$
|
108
|
.63
|
|
|
10 Invesco
Van Kampen High Yield Municipal Fund
Shareholder
Account Information
In addition to the Fund(s), Invesco serves as investment adviser
to many other mutual funds. The following information is about
the Institutional Classes of the Invesco Funds and Invesco Van
Kampen Funds (Invesco Funds or Funds), which are offered only to
certain eligible institutional investors.
If shares of the Funds are held in an account maintained by an
intermediary or in the name of a conduit investment vehicle (and
not in the name of an individual investor), the intermediary or
conduit investment vehicle may impose rules which differ from,
and/or charge a transaction or other fee in addition to, those
described in this prospectus.
Additional information is available on the Internet at
www.invesco.com/us.
Go to the tab for Accounts & Services, then
click on Service Center, or consult the Funds
SAI, which is available on that same Web site or upon request
free of charge. The Web site is not part of this prospectus.
Suitability
for Investors
The Institutional Class of the Fund is intended solely for use
by institutional investors. The Institutional Class of the Fund
is not intended for investments on behalf of individual high net
worth investors. Initial investments in the Institutional Class
of the Fund must be at least $10 million, regardless of
whether such investment is made directly or through an omnibus
account, unless such investment is made by an institutional
investor that is (i) an investment company, as defined
under the Investment Company Act of 1940, as amended, that is
part of a family of investment companies which own in the
aggregate at least $100 million in securities, (ii) a
defined contribution plan with at least $100 million of
combined defined contribution and defined benefit plan assets,
(iii) investing through a retirement platform that
administers at least $2.5 billion in retirement plan assets
and trades multiple plans through an omnibus account, or
(iv) a defined contribution or defined benefit plan making
a minimum investment of at least $1 million in each Fund in
which it invests. There is no minimum initial investment
requirement for those institutional investors described in
(i) - (iii) above. A family of investment companies means
any two or more investment companies registered under the
Investment Company Act of 1940, as amended, that have the same
investment adviser.
Institutional investors eligible for the Institutional Class of
the Fund are: banks, trust companies, collective trust funds,
entities acting for the account of a public entity (e.g.,
Taft-Hartley funds, states, cities or government agencies),
funds of funds or other pooled investment vehicles, financial
intermediaries and corporations investing for their own
accounts, defined benefit plans, endowments, foundations and
defined contribution plans offered pursuant to
Sections 401, 457, 403(a), (b) or (c) of the
Internal Revenue Code. Defined contribution plans offered
pursuant to Section 403(b) must be sponsored by a
Section 501(c)(3) organization.
Purchasing
Shares
Shareholders invested in the Institutional Class of the Fund are
eligible only for institutional level of services, which
generally means the processing of no more than one net
transaction each day. If you hold your shares through a
financial intermediary, your eligibility to purchase shares and
the terms by which you may purchase, redeem and exchange shares
may differ depending on that institutions policies.
Shares Sold
Without Sales Charges
You will not pay an initial or contingent deferred sales charge
on purchases of any Institutional Class shares.
How to Purchase
Shares
|
|
|
|
|
Purchase Options
|
|
|
Opening An Account
|
|
Adding To An Account
|
|
Through a Financial Adviser or Financial Intermediary
|
|
Contact your financial adviser or financial intermediary. The
financial adviser or financial intermediary should mail your
completed account application to the transfer agent,
|
|
Contact your financial adviser or financial intermediary.
|
|
|
Invesco Investment Services, Inc.,
P.O. Box 219078,
Kansas City, MO 64121-9078.
|
|
|
The financial adviser or financial intermediary should call the
transfer agent at
(800) 659-1005
to receive a reference number. Then, use the following wire
instructions:
|
|
|
Beneficiary Bank
ABA/Routing #: 011001234
Beneficiary Account Number: 729639
Beneficiary Account Name: Invesco Investment Services, Inc.
RFB: Fund Name, Reference #
OBI: Your Name, Account #
|
By Telephone and Wire
|
|
Open your account through a financial adviser or financial
intermediary as described above.
|
|
Call the transfer agent at (800) 659-1005 and wire payment for
your purchase order in accordance with the wire instructions
listed above.
|
|
Purchase orders will not be processed unless the account
application and purchase payment are received in good order. In
accordance with the USA PATRIOT Act, if you fail to provide all
the required information requested in the current account
application, your purchase order will not be processed.
Additionally, federal law requires that the Fund verify and
record your identifying information.
Automatic
Dividend and Distribution Investment
All of your dividends and distributions may be paid in cash or
reinvested in the same Fund at net asset value. Unless you
specify otherwise, your dividends and distributions will
automatically be reinvested in the same Fund.
Redeeming
Shares
|
|
|
How to Redeem Shares
|
|
Through a Financial Adviser or Financial Intermediary
|
|
Contact your financial adviser or financial intermediary
(including your retirement plan administrator). Redemption
proceeds will be sent in accordance with the wire instructions
specified in the account application provided to the transfer
agent. The transfer agent must receive your financial
advisers or financial intermediarys call before the
close of the customary trading session of the New York Stock
Exchange (NYSE) on days the NYSE is open for business in order
to effect the redemption at that days closing price.
Please contact your financial adviser or financial intermediary
with respect to reporting of cost basis and available elections
for your account.
|
By Telephone
|
|
A person who has been authorized in the account application to
effect transactions may make redemptions by telephone. You must
call the transfer agent before the close of the customary
trading session of the NYSE on days the NYSE is open for
business in order to effect the redemption at that days
closing price.
|
|
Timing and Method
of Payment
We normally will send out redemption proceeds within one
business day, and in any event no more than seven days, after
your redemption request is received in good order (meaning that
all necessary information and
A-1 The
Invesco FundsInstitutional Class
INSTCL06/12
documentation related to the redemption request have been
provided to the transfer agent). If your request is not in good
order, we may require additional documentation in order to
redeem your shares. Payment may be postponed under unusual
circumstances, as allowed by the Securities and Exchange
Commission (SEC), such as when the NYSE restricts or suspends
trading.
If you redeem by telephone, we will transmit the amount of
redemption proceeds electronically to your pre-authorized bank
account.
We use reasonable procedures to confirm that instructions
communicated via telephone are genuine, and we are not liable
for losses arising from actions taken in accordance with
instructions that are reasonably believed to be genuine.
Redemptions in
Kind
Although the Funds generally intend to pay redemption proceeds
solely in cash, the Funds reserve the right to determine in
their sole discretion whether to satisfy redemption requests by
making payment in securities or other property (known as a
redemption in kind).
Redemptions
Initiated by the Funds
If the Fund determines that you have not provided a correct
Social Security or other tax ID number on your account
application, or the Fund is not able to verify your identity as
required by law, the Fund may, at its discretion, redeem the
account and distribute the proceeds to you.
Exchanging
Shares
You may, under most circumstances, exchange Institutional Class
shares in one Fund for Institutional Class shares of another
Fund. An exchange is the purchase of shares in one Fund which is
paid for with the proceeds from a redemption of shares of
another Fund effectuated on the same day. Any gain on the
transaction may be subject to federal income tax. Before
requesting an exchange, review the prospectus of the Fund you
wish to acquire.
All exchanges are subject to the limitations set forth in the
prospectuses of the Funds. If you wish to exchange shares of one
Fund for those of another Fund, you must consult the prospectus
of the Fund whose shares you wish to acquire to determine
whether the Fund is offering shares to new investors and whether
you are eligible to acquire shares of that Fund.
Exchange
Conditions
The following conditions apply to all exchanges:
|
|
n
|
Shares must have been held for at least one day prior to the
exchange with the exception of dividends and distributions that
are reinvested; and
|
n
|
If you have physical share certificates, you must return them to
the transfer agent in order to effect the exchange.
|
Under unusual market conditions, a Fund may delay the exchange
of shares for up to five business days if it determines that it
would be materially disadvantaged by the immediate transfer of
exchange proceeds. The exchange privilege is not an option or
right to purchase shares.
Any of the participating Funds or the distributor may modify or
terminate this privilege at any time.
Rights
Reserved by the Funds
Each Fund and its agent reserves the right at any time to:
|
|
n
|
Reject or cancel all or any part of any purchase or exchange
order.
|
n
|
Modify any terms or conditions related to the purchase,
redemption or exchange of shares of any Fund.
|
n
|
Suspend, change or withdraw all or any part of the offering made
by this prospectus.
|
Excessive
Short-Term Trading Activity (Market Timing)
Disclosures
While the Funds provide their shareholders with daily liquidity,
their investment programs are designed to serve long-term
investors and are not designed to accommodate excessive
short-term trading activity in violation of our policies
described below. Excessive short-term trading activity in the
Funds shares (i.e., a purchase of Fund shares followed
shortly thereafter by a redemption of such shares, or vice
versa) may hurt the long-term performance of certain Funds by
requiring them to maintain an excessive amount of cash or to
liquidate portfolio holdings at a disadvantageous time, thus
interfering with the efficient management of such Funds by
causing them to incur increased brokerage and administrative
costs. Where excessive short-term trading activity seeks to take
advantage of arbitrage opportunities from stale prices for
portfolio securities, the value of Fund shares held by long-term
investors may be diluted. The Funds Boards of Trustees
(collectively, the Board) have adopted policies and procedures
designed to discourage excessive or short-term trading of Fund
shares for all Funds. However, there is the risk that these
Funds policies and procedures will prove ineffective in
whole or in part to detect or prevent excessive or short-term
trading. These Funds may alter their policies at any time
without prior notice to shareholders if the adviser believes the
change would be in the best interests of long-term shareholders.
Invesco and certain of its corporate affiliates (Invesco and
such affiliates, collectively, the Invesco Affiliates) currently
use the following tools designed to discourage excessive
short-term trading in the retail Funds:
|
|
n
|
Trade activity monitoring.
|
n
|
Trading guidelines.
|
n
|
Purchase blocking.
|
n
|
The use of fair value pricing consistent with procedures
approved by the Board.
|
Each of these tools is described in more detail below. Although
these tools are designed to discourage excessive short-term
trading, you should understand that none of these tools alone
nor all of them taken together eliminate the possibility that
excessive short-term trading activity in the Funds will occur.
Moreover, each of these tools involves judgments that are
inherently subjective. Invesco Affiliates seek to make these
judgments to the best of their abilities in a manner that they
believe is consistent with long-term shareholder interests.
Trade Activity
Monitoring
Invesco Affiliates monitor selected trades on a daily basis in
an effort to detect excessive short-term trading activities. If,
as a result of this monitoring, Invesco Affiliates believe that
a shareholder has engaged in excessive short-term trading, they
will seek to act in a manner that they believe is consistent
with the best interests of long-term investors, which may
include taking steps such as (i) asking the shareholder to
take action to stop such activities or (ii) refusing to
process future purchases or exchanges related to such activities
in the shareholders accounts other than exchanges into a
money market Fund. Invesco Affiliates will use reasonable
efforts to apply the Funds policies uniformly given the
practical limitations described above.
The ability of Invesco Affiliates to monitor trades that are
made through accounts that are maintained by intermediaries
(rather than the Funds transfer agent) and through conduit
investment vehicles may be severely limited or non-existent.
Trading
Guidelines
If a Fund or Invesco Affiliates, in their sole discretion
determine that your short-term trading activity is excessive,
the Fund may, in its sole discretion, reject any additional
purchase and exchange orders.
Purchase Blocking
Policy
The Funds (except those listed below) have adopted a policy
under which any shareholder redeeming shares having a value of
$5,000 or more from a Fund on any trading day will be precluded
from investing in that Fund for 30 calendar days after the
redemption transaction date. The policy applies to redemptions
and purchases that are part of exchange
A-2 The
Invesco FundsInstitutional Class
transactions. Under the purchase blocking policy, certain
purchases will not be prevented and certain redemptions will not
trigger a purchase block, such as: purchases and redemptions of
shares having a value of less than $5,000; systematic purchase,
redemption and exchange account options; transfers of shares
within the same Fund; non-discretionary rebalancing in
fund-of-funds;
asset allocation features; fee-based accounts; account
maintenance fees; small balance account fees; plan-level omnibus
retirement plans or employee benefit plans; death and disability
and hardship distributions; loan transactions; transfers of
assets; retirement plan rollovers; IRA conversions and
re-characterizations; and mandatory distributions from
retirement accounts.
The Funds reserve the right to modify any of the parameters
(including those not listed above) of the purchase blocking
policy at any time. Further, the purchase blocking policy may be
waived with respect to specific shareholder accounts in those
instances where Invesco Advisers, Inc. (Invesco)
determines that its surveillance procedures are adequate to
detect frequent trading in Fund shares.
To the extent that certain systems or intermediaries (such as
investment dealers holding shareholder accounts in street name,
retirement plan record keepers, insurance company separate
accounts and bank trust companies) are unable to apply the
purchase blocking policy, Invesco will work with those system
providers or intermediaries to apply their own procedures,
provided that Invesco believes the procedures are reasonably
designed to enforce the frequent trading policies of the Funds.
You should refer to disclosures provided by the intermediaries
with which you have an account to determine the specific trading
restrictions that apply to you. If Invesco identifies any
activity that may constitute frequent trading, it reserves the
right to contact the intermediary and request that the
intermediary either provide information regarding an account
owners transactions or restrict the account owners
trading. There is no guarantee that all instances of frequent
trading in fund shares will be prevented.
The purchase blocking policy does not apply to Invesco Money
Market Fund, Invesco Tax-Exempt Cash Fund, Premier Portfolio,
Premier Tax-Exempt Portfolio and Premier U.S. Government
Money Portfolio.
Fair Value
Pricing
Securities owned by a Fund are to be valued at current market
value if market quotations are readily available. All other
securities and assets of a Fund for which market quotations are
not readily available are to be valued at fair value determined
in good faith using procedures approved by the Board. An effect
of fair value pricing may be to reduce the ability of frequent
traders to take advantage of arbitrage opportunities resulting
from potentially stale prices of portfolio holdings.
However, it cannot eliminate the possibility of frequent trading.
Pricing
of Shares
Determination of
Net Asset Value
The price of each Funds shares is the Funds net
asset value per share. The Funds value portfolio securities for
which market quotations are readily available at market value.
The Funds value all other securities and assets for which market
quotations are unavailable or unreliable at their fair value in
good faith using procedures approved by the Board. The Board has
delegated the daily determination of good faith fair value
methodologies to Invescos Valuation Committee, which acts
in accordance with Board approved policies. On a quarterly
basis, Invesco provides the Board various reports indicating the
quality and effectiveness of its fair value decisions on
portfolio holdings. Securities and other assets quoted in
foreign currencies are valued in U.S. dollars based on the
prevailing exchange rates on that day.
Even when market quotations are available, they may be stale or
unreliable because the security is not traded frequently,
trading on the security ceased before the close of the trading
market or issuer specific events occurred after the security
ceased trading or because of the passage of time between the
close of the market on which the security trades and the close
of the NYSE and when the Fund calculates its net asset value.
Issuer specific events may cause the last market quotation to be
unreliable. Such events may include a merger or insolvency,
events which affect a geographical area or an industry segment,
such as political events or natural disasters, or market events,
such as a significant movement in the U.S. market. Where market
quotations are not readily available, including where Invesco
determines that the closing price of the security is unreliable,
Invesco will value the security at fair value in good faith
using procedures approved by the Board. Fair value pricing may
reduce the ability of frequent traders to take advantage of
arbitrage opportunities resulting from potentially
stale prices of portfolio holdings. However, it
cannot eliminate the possibility of frequent trading.
Fair value is that amount that the owner might reasonably expect
to receive for the security upon its current sale. Fair value
requires consideration of all appropriate factors, including
indications of fair value available from pricing services. A
fair value price is an estimated price and may vary from the
prices used by other mutual funds to calculate their net asset
values.
Invesco may use indications of fair value from pricing services
approved by the Board. In other circumstances, the Invesco
Valuation Committee may fair value securities in good faith
using procedures approved by the Board. As a means of evaluating
its fair value process, Invesco routinely compares closing
market prices, the next days opening prices for the
security in its primary market if available, and indications of
fair value from other sources. Fair value pricing methods and
pricing services can change from time to time as approved by the
Board.
Specific types of securities are valued as follows:
Senior Secured Floating Rate Loans and Senior Secured
Floating Rate Debt Securities.
Senior secured floating
rate loans and senior secured floating rate debt securities are
fair valued using evaluated quotes provided by an independent
pricing service. Evaluated quotes provided by the pricing
service may reflect appropriate factors such as market quotes,
ratings, tranche type, industry, company performance, spread,
individual trading characteristics, institution-size trading in
similar groups of securities and other market data.
Domestic Exchange Traded Equity Securities.
Market
quotations are generally available and reliable for domestic
exchange traded equity securities. If market quotations are not
available or are unreliable, Invesco will value the security at
fair value in good faith using procedures approved by the Board.
Foreign Securities.
If market quotations are
available and reliable for foreign exchange traded equity
securities, the securities will be valued at the market
quotations. Because trading hours for certain foreign securities
end before the close of the NYSE, closing market quotations may
become unreliable. If between the time trading ends on a
particular security and the close of the customary trading
session on the NYSE events occur that are significant and may
make the closing price unreliable, the Fund may fair value the
security. If an issuer specific event has occurred that Invesco
determines, in its judgment, is likely to have affected the
closing price of a foreign security, it will price the security
at fair value. Invesco also relies on a screening process from a
pricing vendor to indicate the degree of certainty, based on
historical data, that the closing price in the principal market
where a foreign security trades is not the current market value
as of the close of the NYSE. For foreign securities where
Invesco believes, at the approved degree of certainty, that the
price is not reflective of current market value, Invesco will
use the indication of fair value from the pricing service to
determine the fair value of the security. The pricing vendor,
pricing methodology or degree of certainty may change from time
to time.
Fund securities primarily traded on foreign markets may trade on
days that are not business days of the Fund. Because the net
asset value of Fund shares is determined only on business days
of the Fund, the value of the portfolio securities of a Fund
that invests in foreign securities may change on days when you
will not be able to purchase or redeem shares of the Fund.
A-3 The
Invesco FundsInstitutional Class
Fixed Income Securities.
Government, corporate,
asset-backed and municipal bonds, convertible securities,
including high yield or junk bonds, and loans, normally are
valued on the basis of prices provided by independent pricing
services. Prices provided by the pricing services may be
determined without exclusive reliance on quoted prices, and may
reflect appropriate factors such as institution-size trading in
similar groups of securities, developments related to special
securities, dividend rate, maturity and other market data.
Prices received from pricing services are fair value prices. In
addition, if the price provided by the pricing service and
independent quoted prices are unreliable, the Invesco Valuation
Committee will fair value the security using procedures approved
by the Board.
Short-term Securities.
Invesco Tax-Free Intermediate
Fund value variable rate securities that have an unconditional
demand or put feature exercisable within seven days or less at
par, which reflects the market value of such securities.
Futures and Options.
Futures contracts are valued at
the final settlement price set by the exchange on which they are
principally traded. Options are valued on the basis of market
quotations, if available.
Swap Agreements.
Swap Agreements are fair valued
using an evaluated quote provided by an independent pricing
service. Evaluated quotes provided by the pricing service are
based on a model that may include end of day net present values,
spreads, ratings, industry and company performance.
Open-end Funds.
To the extent a Fund invests in
other open-end funds, other than open-end funds that are
exchange traded, the investing Fund will calculate its net asset
value using the net asset value of the underlying fund in which
it invests, and the prospectuses for such other open-end Funds
explain the circumstances under which they will use fair value
pricing and the effects of using fair value pricing.
Each Fund determines the net asset value of its shares on each
day the NYSE is open for business (a business day), as of the
close of the customary trading session, or earlier NYSE closing
time that day.
For financial reporting purposes and shareholder transactions on
the last day of the fiscal quarter, transactions are normally
accounted for on a trade date basis. For purposes of executing
shareholder transactions in the normal course of business (other
than shareholder transactions at a fiscal period-end), each
Funds portfolio securities transactions are recorded no
later than the first business day following the trade date.
The Invesco Balanced-Risk Allocation Fund and Invesco
Balanced-Risk Commodity Strategy Fund may each invest up to 25%
of their total assets in shares of their respective subsidiaries
(the Subsidiaries). The Subsidiaries offer to redeem all or a
portion of their shares at the current net asset value per share
every regular business day. The value of shares of the
Subsidiaries will fluctuate with the value of the respective
Subsidiarys portfolio investments. The Subsidiaries price
their portfolio investments pursuant to the same pricing and
valuation methodologies and procedures used by the Funds, which
require, among other things, that each of the Subsidiaries
portfolio investments be
marked-to-market
(that is, the value on each of the Subsidiaries books
changes) each business day to reflect changes in the market
value of the investment.
Timing of
Orders
You can purchase, exchange or redeem shares on each business day
prior to the close of the customary trading session or any
earlier NYSE closing time that day. The Funds price purchase,
exchange and redemption orders at the net asset value calculated
after the transfer agent receives an order in good order. Any
applicable sales charges are applied at the time an order is
processed. A Fund may postpone the right of redemption only
under unusual circumstances, as allowed by the SEC, such as when
the NYSE restricts or suspends trading.
Taxes
A Fund intends to qualify each year as a regulated investment
company and, as such, is not subject to entity-level tax on the
income and gain it distributes to shareholders. If you are a
taxable investor, dividends and distributions you receive from a
Fund generally are taxable to you whether you reinvest
distributions in additional Fund shares or take them in cash.
Every year, you will be sent information showing the amount of
dividends and distributions you received from a Fund during the
prior calendar year. In addition, investors in taxable accounts
should be aware of the following basic tax points as
supplemented below where relevant:
Fund Tax
Basics
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A Fund earns income generally in the form of dividends or
interest on its investments. This income, less expenses incurred
in the operation of a Fund, constitutes the Funds net
investment income from which dividends may be paid to you. If
you are a taxable investor, distributions of net investment
income generally are taxable to you as ordinary income.
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Distributions of net short-term capital gains are taxable to you
as ordinary income. A Fund with a high portfolio turnover rate
(a measure of how frequently assets within a Fund are bought and
sold) is more likely to generate short-term capital gains than a
Fund with a low portfolio turnover rate.
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Distributions of net long-term capital gains are taxable to you
as long-term capital gains no matter how long you have owned
your Fund shares.
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If you are an individual and meet certain holding period
requirements, a portion of income dividends paid to you by a
Fund may be designated as qualified dividend income eligible for
taxation at long-term capital gain rates. These reduced rates
generally are available (through 2012) for dividends
derived from a Funds investment in stocks of domestic
corporations and qualified foreign corporations. In the case of
a Fund that invests primarily in debt securities, either none or
only a nominal portion of the dividends paid by the Fund will be
eligible for taxation at these reduced rates.
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Distributions declared to shareholders with a record date in
Decemberif paid to you by the end of Januaryare
taxable for federal income tax purposes as if received in
December.
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Any long-term or short-term capital gains realized on sale or
redemption of your Fund shares will be subject to federal income
tax. For tax purposes an exchange of your shares for shares of
another Fund is the same as a sale. Your gain or loss is
calculated by subtracting from the gross proceeds your cost
basis. Gross proceeds and, for shares acquired on or after
January 1, 2012 and disposed of after that date, cost basis
will be reported to you and the Internal Revenue Service (IRS).
Cost basis will be calculated using the Funds default
method of average cost, unless you instruct the Fund to use a
different calculation method. As a service to you, the Fund will
continue to provide to you (but not the IRS) cost basis
information for shares acquired before 2012, when available,
using the average cost method. Shareholders should carefully
review the cost basis information provided by a Fund and make
any additional basis, holding period or other adjustments that
are required when reporting these amounts on their federal
income tax returns. If you hold your Fund shares through a
broker (or other nominee), please contact that broker (nominee)
with respect to reporting of cost basis and available elections
for your account. For more information about the cost basis
methods offered by Invesco, please refer to the Tax Center
located under the Accounts & Services menu of our
website at www.Invesco.com/us.
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At the time you purchase your Fund shares, the Funds net
asset value may reflect undistributed income, undistributed
capital gains, or net unrealized appreciation in value of
portfolio securities held by the Fund. A subsequent distribution
to you of such amounts, although constituting a return of your
investment, would be taxable. This is sometimes referred to as
buying a dividend.
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By law, if you do not provide a Fund with your proper taxpayer
identification number and certain required certifications, you
may be subject to backup withholding on any distributions of
income, capital
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A-4 The
Invesco FundsInstitutional Class
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gains, or proceeds from the sale of your shares. A Fund also
must withhold if the IRS instructs it to do so. When withholding
is required, the amount will be 28% of any distributions or
proceeds paid (for distributions and proceeds paid after
December 31, 2012, the rate is scheduled to rise to 31% unless
the 28% rate is extended or made permanent).
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You will not be required to include the portion of dividends
paid by the Fund derived from interest on U.S. government
obligations in your gross income for purposes of personal and,
in some cases, corporate income taxes in many state and local
tax jurisdictions. The percentage of dividends that constitutes
dividends derived from interest on federal obligations will be
determined annually. This percentage may differ from the actual
percentage of interest received by the Fund on federal
obligations for the particular days on which you hold shares.
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For taxable years beginning after December 31, 2012, an
additional 3.8% Medicare tax will be imposed on certain net
investment income (including ordinary dividends and capital gain
distributions received from a Fund and net gains from
redemptions or other taxable dispositions of Fund shares) of
U.S. individuals, estates and trusts to the extent that such
persons modified adjusted gross income (in the
case of an individual) or adjusted gross income (in
the case of an estate or trust) exceeds a threshold amount.
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Fund distributions and gains from sale or exchange of your Fund
shares generally are subject to state and local income taxes.
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If a Fund qualifies to pass through to you the tax benefits from
foreign taxes it pays on its investments, and elects to do so,
then any foreign taxes it pays on these investments may be
passed through to you as a foreign tax credit. You will then be
required to include your pro-rata share of these taxes in gross
income, even though not actually received by you, and will be
entitled either to deduct your share of these taxes in computing
your taxable income, or to claim a foreign tax credit for these
taxes against your U.S. federal income tax.
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Foreign investors should be aware that U.S. withholding, special
certification requirements to avoid U.S. backup withholding and
claim any treaty benefits and estate taxes may apply to an
investment in a Fund.
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The above discussion concerning the taxability of Fund dividends
and distributions and of redemptions and exchanges of Fund
shares is inapplicable to investors that generally are exempt
from federal income tax, such as retirement plans that are
qualified under Section 401 and 403 of the Code and
individual retirement accounts (IRAs) and Roth IRAs.
Tax-Exempt and
Municipal Funds
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You will not be required to include the
exempt-interest portion of dividends paid by the
Fund in your gross income for federal income tax purposes. You
will be required to report the receipt of exempt-interest
dividends and other tax-exempt interest on your federal income
tax returns. The percentage of dividends that constitutes
exempt-interest dividends will be determined annually. This
percentage may differ from the actual percentage of exempt
interest received by the Fund for the particular days in which
you hold shares.
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A Fund may invest in municipal securities the interest on which
constitutes an item of tax preference and could give rise to a
federal alternative minimum tax liability for you, unless such
municipal securities were issued in 2009 or 2010.
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Exempt-interest dividends from interest earned on municipal
securities of a state, or its political subdivisions, generally
are exempt from that states personal income tax. Most
states, however, do not grant tax-free treatment to interest
from municipal securities of other states.
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A Fund may invest a portion of its assets in securities that pay
income that is not tax-exempt. To the extent that dividends paid
by a Fund are derived from taxable investments or realized
capital gains, they will be taxable as ordinary income or
long-term capital gains.
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A Fund may distribute to you any market discount and net
short-term capital gains from the sale of its portfolio
securities. If you are a taxable investor, Fund distributions
from this income are taxable to you as ordinary income, and
generally will neither qualify for the dividends received
deduction in the case of corporate shareholders nor as qualified
dividend income subject to reduced rates of taxation in the case
of noncorporate shareholders.
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Exempt-interest dividends from a Fund are taken into account
when determining the taxable portion of your social security or
railroad retirement benefits, may be subject to state and local
income taxes, may affect the deductibility of interest on
certain indebtedness, and may have other collateral federal
income tax consequences for you.
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There are risks that: (a) a security issued as tax-exempt
may be reclassified by the IRS or a state tax authority as
taxable
and/or
(b) future legislative, administrative or court actions
could adversely impact the qualification of income from a
tax-exempt security as tax-free. Such reclassifications or
actions could cause interest from a security to become taxable,
possibly retroactively, subjecting you to increased tax
liability. In addition, such reclassifications or actions could
cause the value of a security, and therefore, the value of the
Funds shares, to decline.
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Money Market
Funds
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A Fund does not anticipate realizing any long-term capital gains.
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Because a Fund expects to maintain a stable net asset value of
$1.00 per share, investors should not have any gain or loss on
sale or exchange of Fund shares.
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Real Estate
Funds
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Because of noncash expenses such as property
depreciation, the cash flow of a REIT that owns properties will
exceed its taxable income. The REIT, and in turn a Fund, may
distribute this excess cash to shareholders. Such a distribution
is classified as a return of capital. Return-of capital
distributions generally are not taxable to you. Your cost basis
in your Fund shares will be decreased by the amount of any
return of capital. Any return of capital distributions in excess
of your cost basis will be treated as capital gains.
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Dividends paid to shareholders from the Funds investments
in U.S. REITs generally will not qualify for taxation at
long-term capital gain rates applicable to qualified dividend
income.
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The Fund may derive excess inclusion income from
certain equity interests in mortgage pooling vehicles either
directly or through an investment in a U.S. REIT. Please see the
SAI for a discussion of the risks and special tax consequences
to shareholders in the event the Fund realizes excess inclusion
income in excess of certain threshold amounts.
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The Funds foreign shareholders should see the SAI for a
discussion of the risks and special tax consequences to them
from a sale of a U.S. real property interest by a REIT in which
the Fund invests.
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Invesco
Balanced-Risk Allocation Fund and Invesco Balanced-Risk
Commodity Strategy Fund
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The Funds strategies of investing in derivatives and
financially-linked instruments whose performance is expected to
correspond to the fixed income, equity and commodity markets may
cause the Funds to recognize more ordinary income and short-term
capital gains taxable as ordinary income than would be the case
if the Funds invested directly in debt instruments, stocks and
commodities.
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The Funds must meet certain requirements under the Code for
favorable tax treatment as a regulated investment company,
including asset diversification and income requirements. The
Funds intend to treat the income each derives from
commodity-linked notes and their respective Subsidiary as
qualifying income. If, contrary to a number of private letter
rulings (PLRs) issued by the IRS, the IRS were to determine such
income is non qualifying, a Fund might fail to satisfy the
income requirement. In lieu of disqualification, the Funds are
permitted to pay a
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A-5 The
Invesco FundsInstitutional Class
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tax for certain failures to satisfy the asset diversification or
income requirements, which, in general, are limited to those due
to reasonable cause and not willful neglect for taxable years of
the Fund with respect to which the extended due date of the
return is after December 22, 2010. The Funds intend to
limit their investments in their respective Subsidiary to no
more than 25% of the value of each Funds total assets in
order to satisfy the asset diversification requirement.
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The Invesco Balanced-Risk Allocation Fund and the Invesco
Balanced-Risk Commodity Strategy Fund each have received a PLR
from the IRS holding that income from a form of commodity-linked
note is qualifying income. The Invesco Balanced-Risk Allocation
Fund also has received a PLR from the IRS confirming that income
derived by the Fund from its Subsidiary is qualifying income.
The Invesco Balanced-Risk Commodity Strategy Fund has applied to
the IRS for a PLR relating to its Subsidiary. However, the IRS
has suspended issuance of any further PLRs pending a review of
its position.
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Invesco Emerging
Market Local Currency Debt Fund
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The Fund may realize gains from the sale or other disposition of
foreign currencies (including but not limited to gains from
options, futures or forward contracts) derived from investing in
securities or foreign currencies. The U.S. Treasury Department
is authorized to issue regulations on whether the realization of
such foreign currency gains is qualified income for the Fund. If
such regulations are issued, the Fund may not qualify as a
regulated investment company and/or the Fund may change its
investment policy. As of the date of this prospectus, no
regulations have been issued pursuant to this authorization. It
is possible, however, that such regulations may be issued in the
future. Additionally, the IRS has not issued any guidance on how
to apply the asset diversification test to such foreign currency
positions. Thus, the IRS determination as to how to treat
such foreign currency positions for purposes of satisfying the
asset diversification test might differ from that of the Fund,
resulting in the Funds failure to qualify as a regulated
investment company. In lieu of disqualification, the Fund is
permitted to pay a tax for certain failures to satisfy the asset
diversification or income requirements, which, in general, are
limited to those due to reasonable cause and not willful neglect
for taxable years of the Fund with respect to which the extended
due date of the return is after December 22, 2010.
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This discussion of Taxes is for general
information only and not tax advice. All investors should
consult their own tax advisers as to the federal, state, local
and foreign tax provisions applicable to them.
Payments
to Financial Intermediaries
Invesco Distributors, the distributor of the Funds, an Invesco
Affiliate, or one or more of its corporate affiliates
(collectively, Invesco Affiliates) may make cash payments to
financial intermediaries in connection with the promotion and
sale of shares of the Funds. These cash payments may include
cash payments and other payments for certain marketing and
support services. Invesco Affiliates make these payments from
their own resources. In the context of this prospectus,
financial intermediaries include any broker, dealer,
bank (including bank trust departments), registered investment
adviser, financial planner, retirement plan administrator,
insurance company and any other financial intermediary having a
selling, administration or similar agreement with Invesco
Affiliates.
Invesco Affiliates make payments as incentives to certain
financial intermediaries to promote and sell shares of the
Funds. The benefits Invesco Affiliates receive when they make
these payments include, among other things, placing the Fund on
the financial intermediarys Funds sales system, and access
(in some cases on a preferential basis over other competitors)
to individual members of the financial intermediarys sales
force or to the financial intermediarys management. These
payments are sometimes referred to as shelf space
payments because the payments compensate the financial
intermediary for including the Funds in its Fund sales system
(on its sales shelf). Invesco Affiliates compensate
financial intermediaries differently depending typically on the
level
and/or
type of considerations provided by the financial intermediary.
The payments Invesco Affiliates make may be calculated based on
sales of shares of the Funds (Sales-Based Payments), in which
case the total amount of such payments shall not exceed 0.10% of
the public offering price of all shares sold by the financial
intermediary during the particular period. Payments may also be
calculated based on the average daily net assets of the
applicable Funds attributable to that particular financial
intermediary (Asset-Based Payments), in which case the total
amount of such cash payments shall not exceed 0.25% per annum of
those assets during a defined period. Sales-Based Payments
primarily create incentives to make new sales of shares of the
Funds and Asset-Based Payments primarily create incentives to
retain previously sold shares of the Funds in investor accounts.
Invesco Affiliates may pay a financial intermediary either or
both Sales-Based Payments and Asset-Based Payments.
Invesco Affiliates are motivated to make these payments as they
promote the sale of Fund shares and the retention of those
investments by clients of financial intermediaries. To the
extent financial intermediaries sell more shares of the Funds or
retain shares of the Funds in their clients accounts,
Invesco Affiliates benefit from the incremental management and
other fees paid to Invesco Affiliates by the Funds with respect
to those assets.
Invesco Affiliates also may make payments to certain financial
intermediaries for certain administrative services, including
record keeping and
sub-accounting
of shareholder accounts pursuant to a
sub-transfer
agency or
sub-accounting
agreement. All fees payable by Invesco Affiliates under this
category of services are charged back to the Funds, subject to
certain limitations approved by the Board.
You can find further details in the Funds SAI about these
payments and the services provided by financial intermediaries.
In certain cases these payments could be significant to the
financial intermediaries. Your financial adviser may charge you
additional fees or commissions other than those disclosed in
this prospectus. You can ask your financial adviser about any
payments it receives from Invesco Affiliates or the Funds, as
well as about fees
and/or
commissions it charges.
Important
Notice Regarding Delivery of Security Holder Documents
To reduce Fund expenses, only one copy of most shareholder
documents may be mailed to shareholders with multiple accounts
at the same address (Householding). Mailing of your shareholder
documents may be householded indefinitely unless you instruct us
otherwise. If you do not want the mailing of these documents to
be combined with those for other members of your household,
please contact Invesco Investment Services, Inc. at
800-959-4246
or contact your financial institution. We will begin sending you
individual copies for each account within thirty days after
receiving your request.
A-6 The
Invesco FundsInstitutional Class
Obtaining
Additional Information
More information may be obtained free of charge upon request.
The SAI, a current version of which is on file with the SEC,
contains more details about the Fund and is incorporated by
reference into this prospectus (is legally a part of this
prospectus). Annual and
semi-annual
reports to shareholders contain additional information about the
Funds investments. The Funds annual report also
discusses the market conditions and investment strategies that
significantly affected the Funds performance during its
last fiscal year. The Fund will also file its complete schedule
of portfolio holdings with the SEC for the 1st and 3rd quarters
of each fiscal year on
Form N-Q.
If you have questions about an Invesco Fund or your account, or
you wish to obtain a free copy of the Funds current SAI,
annual or
semi-annual
reports or
Form N-Q,
please contact us.
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By Mail:
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Invesco Investment Services, Inc.
P.O. Box 219078
Kansas City, MO
64121-9078
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By Telephone:
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(800) 659-1005
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On the Internet:
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You can send us a request by
e-mail
or
download prospectuses, SAIs, annual or
semi-annual
reports via our Web site:
www.invesco.com/us
|
You can also review and obtain copies of the Funds SAIs,
annual or
semi-annual
reports,
Forms N-Q
and other information at the SECs Public Reference Room in
Washington, DC; on the EDGAR database on the SECs Web site
(http://www.sec.gov); or, after paying a duplicating fee, by
sending a letter to the SECs Public Reference Section,
Washington, DC
20549-1520
or by sending an electronic mail request to publicinfo@sec.gov.
Please call the SEC at 1-202-551-8090 for information about the
Public Reference Room.
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Invesco Van Kampen High Yield Municipal Fund
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SEC 1940 Act file number: 811-07890
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invesco.com/us
VK-HYM-PRO-2
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Class: A (VKLMX), B (VKLBX), C (VKLCX), Y (VKLIX)
Invesco
Van Kampen Intermediate Term Municipal Income Fund
Invesco Van Kampen Intermediate Term Municipal Income
Funds investment objective is to provide investors with a
high level of current income exempt from federal income tax,
consistent with preservation of capital.
As with all other mutual fund securities, the Securities and
Exchange Commission (SEC) has not approved or disapproved these
securities or determined whether the information in this
prospectus is adequate or accurate. Anyone who tells you
otherwise is committing a crime.
An investment in the Fund:
n
is
not FDIC insured;
n
may
lose value; and
n
is
not guaranteed by a bank.
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1
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3
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6
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The Adviser(s)
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6
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Adviser Compensation
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6
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Portfolio Managers
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6
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6
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Sales Charges
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6
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Distributions
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7
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Dividends
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7
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Capital Gains Distributions
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7
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7
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Shareholder Account Information
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A-1
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Choosing a Share Class
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A-1
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Share Class Eligibility
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A-2
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Distribution and Service (12b-1) Fees
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A-3
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Initial Sales Charges (Class A Shares Only)
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A-3
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Contingent Deferred Sales Charges (CDSCs)
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A-4
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Purchasing Shares
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A-6
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Redeeming Shares
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A-7
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Exchanging Shares
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A-9
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Rights Reserved by the Funds
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A-9
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Excessive Short-Term Trading Activity (Market Timing) Disclosures
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A-9
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Pricing of Shares
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A-11
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Taxes
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A-12
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Payments to Financial Intermediaries
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A-14
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Important Notice Regarding Delivery of Security Holder Documents
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A-14
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Obtaining Additional Information
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Back Cover
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Invesco
Van Kampen Intermediate Term Municipal Income Fund
Investment
Objective(s)
The Funds investment objective is to provide investors
with a high level of current income exempt from federal income
tax, consistent with preservation of capital.
Fees
and Expenses of the Fund
This table describes the fees and expenses that you may pay if
you buy and hold shares of the Fund. You may qualify for sales
charge discounts if you and your family invest, or agree to
invest in the future, at least $50,000 in the Invesco Funds.
More information about these and other discounts is available
from your financial professional and in the section
Shareholder Account InformationInitial Sales Charges
(Class A Shares Only) on page A-3 of the
prospectus and the section Purchase, Redemption and
Pricing of SharesPurchase and Redemption of Shares
on
page L-1
of the statement of additional information (SAI).
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Shareholder Fees
(fees paid directly from your
investment)
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Class:
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A
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B
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C
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Y
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Maximum Sales Charge (Load) Imposed on Purchases (as a
percentage of offering price)
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4.75
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%
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None
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None
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None
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Maximum Deferred Sales Charge (Load) (as a percentage of
original purchase price or redemption proceeds, whichever is
less)
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None
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5.00
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%
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1.00
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%
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None
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Annual Fund Operating Expenses
(expenses that you pay
each year as a percentage of the value of your investment)
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Class:
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A
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B
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C
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Y
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Management Fees
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0.50
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%
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0.50
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%
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0.50
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%
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0.50
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%
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Distribution
and/or
Service (12b-1) Fees
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0.25
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0.25
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1
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1.00
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None
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Total Other Expenses
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0.14
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0.14
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0.14
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0.14
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Other Expenses
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0.13
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0.13
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0.13
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0.13
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Interest Expenses
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0.01
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0.01
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0.01
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0.01
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Total Annual Fund Operating Expenses
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0.89
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0.89
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1.64
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0.64
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Fee Waiver and/or Expense
Reimbursement
2
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0.13
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0.13
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0.13
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0.13
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Total Annual Fund Operating Expenses After Fee Waiver
and/or
Expense Reimbursement
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0.76
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0.76
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1.51
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0.51
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1
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Distribution and/or Service (12b-1) Fees have been
restated to reflect current fees.
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2
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Invesco has contractually agreed, through at least
June 30, 2013, to waive advisory fees
and/or
reimburse expenses to the extent necessary to limit Total Annual
Fund Operating Expenses After Fee Waiver
and/or
Expense Reimbursement (excluding certain items discussed below)
of Class A, Class B, Class C and Class Y
shares to 0.75%, 1.50%, 1.50% and 0.50%, respectively, of
average daily net assets. In determining the Advisers
obligation to waive advisory fees
and/or
reimburse expenses, the following expenses are not taken into
account, and could cause the Total Annual Fund Operating
Expenses After Fee Waiver
and/or
Expense Reimbursement to exceed the limit reflected above:
(1) interest; (2) taxes; (3) dividend expense on
short sales; (4) extraordinary or non-routine items,
including litigation expenses; (5) expenses that the Fund
has incurred by did not actually pay because of an expense
offset arrangement. Unless the Board of Trustees and Invesco
mutually agree to amend or continue the fee waiver agreement, it
will terminate on June 30, 2013.
|
Example.
This Example is intended to help you
compare the cost of investing in the Fund with the cost of
investing in other mutual funds.
The Example assumes that you invest $10,000 in the Fund for the
time periods indicated and then redeem all of your shares at the
end of those periods. The Example also assumes that your
investment has a 5% return each year and that the Funds
operating expenses remain the same. Although your actual costs
may be higher or lower, based on these assumptions your costs
would be:
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1 Year
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3 Years
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5 Years
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10 Years
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Class A
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$
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549
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$
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733
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$
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933
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$
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1,508
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Class B
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$
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578
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$
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571
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$
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680
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$
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1,084
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Class C
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$
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254
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$
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505
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$
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880
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$
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1,933
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Class Y
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$
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52
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$
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192
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$
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344
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$
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786
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You would pay the following expenses if you did not redeem your
shares:
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1 Year
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3 Years
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5 Years
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10 Years
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Class A
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$
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549
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$
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733
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|
$
|
933
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|
$
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1,508
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Class B
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$
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78
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|
$
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271
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|
$
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480
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$
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1,084
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Class C
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$
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154
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$
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505
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$
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880
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$
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1,933
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Class Y
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$
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52
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$
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192
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$
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344
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$
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786
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Portfolio Turnover.
The Fund pays transaction costs,
such as commissions, when it buys and sells securities (or
turns over its portfolio). A higher portfolio
turnover rate may indicate higher transaction costs and may
result in higher taxes when Fund shares are held in a taxable
account. These costs, which are not reflected in annual fund
operating expenses or in the example, affect the Funds
performance. During the most recent fiscal year, the Funds
portfolio turnover rate was 16% of the average value of its
portfolio.
Principal
Investment Strategies of the Fund
Under normal market conditions, the Fund invests at least 80% of
its net assets (plus any borrowings for investment purposes) in
municipal securities at the time of investment. In complying
with this 80% investment requirement, the Fund may include
synthetic securities that have economic characteristics similar
to the Funds direct investments that are counted toward
the 80% investment requirement.
Under normal market conditions, the Funds investment
adviser, Invesco Advisers, Inc. (the Adviser), seeks to achieve
the Funds investment objective by investing at least 65%
of the Funds total assets in a portfolio of municipal
securities that are investment grade at the time of purchase.
Investment grade securities are securities rated BBB or higher
by Standard and Poors (S&P) or Baa or higher by
Moodys Investors Service, Inc. (Moodys) or an
equivalent rating by another nationally recognized statistical
rating organization, or unrated securities determined by the
Adviser to be of comparable quality. Notwithstanding the
foregoing, the Fund may not invest more than 20% of its total
assets in unrated investment grade securities. Under normal
market conditions, the Adviser seeks to maintain a
dollar-weighted average portfolio life of three to ten years. To
enhance yield and to add diversification, the Fund may invest up
to 35% of its total assets in municipal securities rated below
investment grade and unrated municipal securities determined by
the Adviser to be of comparable quality at the time of purchase.
Securities rated BB or below by S&P, Ba or below by
Moodys or an equivalent rating by another nationally
recognized statistical rating organization, or unrated
securities of comparable quality are regarded as below
investment grade and are commonly referred to as junk bonds and
involve greater risks than investments in higher-grade
securities.
The Adviser buys and sells municipal securities for the
Funds portfolio with a view towards seeking a high level
of tax-exempt income consistent with preservation of capital. In
selecting securities for investment, the Adviser seeks to add
value and limit risk through careful security selection and by
actively managing the Funds portfolio. Portfolio
securities are typically sold when the Advisers assessment
of such securities materially change.
1 Invesco
Van Kampen Intermediate Term Municipal Income Fund
The Fund may invest all or a substantial portion of its assets
in municipal securities that are subject to the federal
alternative minimum tax. The Fund may purchase and sell
securities on a when-issued or delayed delivery basis.
Principal
Risks of Investing in the Fund
As with any mutual fund investment, loss of money is a risk of
investing. An investment in the Fund is not a deposit in a bank
and is not insured or guaranteed by the Federal Deposit
Insurance Corporation or any other government agency. The risks
associated with an investment in the Fund can increase during
times of significant market volatility. The principal risks of
investing in the Fund are:
Alternative Minimum Tax Risk.
All or a portion of the
Funds otherwise tax-exempt income may be taxable to those
shareholders subject to the federal alternative minimum tax.
Call Risk.
If interest rates fall, it is possible that
issuers of debt securities with high interest rates will prepay
or call their securities before their maturity dates. In this
event, the proceeds from the called securities would likely be
reinvested by the Fund in securities bearing the new, lower
interest rates, resulting in a possible decline in the
Funds income and distributions to shareholders.
Credit Risk.
The issuer of instruments in which the Fund
invests may be unable to meet interest
and/or
principal payments, thereby causing its instruments to decrease
in value and lowering the issuers credit rating.
High Yield Bond (Junk Bond) Risk.
Junk bonds involve a
greater risk of default or price changes due to changes in the
credit quality of the issuer. The values of junk bonds fluctuate
more than those of high-quality bonds in response to company,
political, regulatory or economic developments. Values of junk
bonds can decline significantly over short periods of time.
Income Risk.
The income you receive from the Fund is
based primarily on prevailing interest rates, which can vary
widely over the short and long term. If interest rates drop,
your income from the Fund may drop as well.
Interest Rate Risk.
Interest rate risk refers to the risk
that bond prices generally fall as interest rates rise;
conversely, bond prices generally rise as interest rates fall.
Specific bonds differ in their sensitivity to changes in
interest rates depending on their individual characteristics,
including duration.
Intermediate Dollar-Weighted Average Life Risk.
Market
prices of municipal securities with intermediate lives generally
fluctuate more in response to changes in interest rates than do
market prices of municipal securities with shorter lives but
generally fluctuate less than market prices of municipal
securities with longer lives.
Liquidity Risk.
The Fund may hold illiquid securities
that it is unable to sell at the preferred time or price and
could lose its entire investment in such securities.
Management Risk.
The investment techniques and risk
analysis used by the Funds portfolio managers may not
produce the desired results.
Market Risk.
The prices of and the income generated by
the Funds securities may decline in response to, among
other things, investor sentiment; general economic and market
conditions; regional or global instability; and currency and
interest rate fluctuations.
Medium and Lower-Grade Municipal Securities Risk.
Securities which are in the medium- and lower-grade categories
generally offer higher yields than are offered by higher-grade
securities of similar maturity, but they also generally involve
more volatility and greater risks, such as greater credit risk,
market risk, liquidity risk, management risk, and regulatory
risk. Furthermore, many medium- and lower-grade securities are
not listed for trading on any national securities exchange and
many issuers of medium- and lower-grade securities choose not to
have a rating assigned to their obligations by any nationally
recognized statistical rating organization. As a result, the
Funds portfolio may consist of a higher portion of
unlisted or unrated securities as compared with an investment
company that invests solely in higher-grade securities. Unrated
securities are usually not as attractive to as many buyers as
are rated securities, a factor which may make unrated securities
less marketable. These factors may have the effect of limiting
the availability of the securities for purchase by the Fund and
may also limit the ability of the Fund to sell such securities
at their fair value either to meet redemption requests or in
response to changes in the economy or the financial markets.
Municipal Issuer Focus Risk.
The Fund generally considers
investments in municipal securities not to be subject to
industry concentration policies (issuers of municipal securities
as a group is not an industry) and the Fund may invest in
municipal securities issued by entities having similar
characteristics. The issuers may be located in the same
geographic area or may pay their interest obligations from
revenue of similar projects, such as hospitals, airports,
utility systems and housing finance agencies. This may make the
Funds investments more susceptible to similar social,
economic, political or regulatory occurrences. As the similarity
in issuers increases, the potential for fluctuation in the
Funds net asset value also increases.
Municipal Securities Risk.
The Fund may invest in
municipal securities. Constitutional amendments, legislative
enactments, executive orders, administrative regulations, voter
initiatives, and the issuers regional economic conditions
may affect the municipal securitys value, interest
payments, repayment of principal and the Funds ability to
sell it. Failure of a municipal security issuer to comply with
applicable tax requirements may make income paid thereon
taxable, resulting in a decline in the securitys value. In
addition, there could be changes in applicable tax laws or tax
treatments that reduce or eliminate the current federal income
tax exemption on municipal securities or otherwise adversely
affect the current federal or state tax status of municipal
securities.
Reinvestment Risk.
Reinvestment risk is the risk that a
bonds cash flows (coupon income and principal repayment)
will be reinvested at an interest rate below that on the
original bond.
Synthetic Securities Risk.
Fluctuations in the values of
synthetic securities may not correlate perfectly with the
instruments they are designed to replicate. Synthetic securities
may be subject to interest rate changes, market price
fluctuations, counterparty risk and liquidity risk.
Zero Coupon or
Pay-In-Kind
Securities Risk.
The value, interest rates, and liquidity of
non-cash paying instruments, such as zero coupon and
pay-in-kind
securities, are subject to greater fluctuation than other types
of securities.
Performance
Information
The bar chart and performance table provide an indication of the
risks of investing in the Fund. The bar chart shows changes in
the performance of the Fund from year to year as of
December 31. The performance table compares the Funds
and Van Kampen Intermediate Term Municipal Income Funds
(the predecessor fund) performance to that of a broad-based
securities market benchmark/style-specific benchmark. The
Funds and the predecessor funds past performance
(before and after taxes) is not necessarily an indication of its
future performance.
The returns shown prior to June 1, 2010 are those of the
Class A, Class B, Class C and Class I shares
of the predecessor fund. The predecessor fund was advised by Van
Kampen Asset Management. Class A, Class B,
Class C and Class I shares of the predecessor fund
were reorganized into Class A, Class B, Class C
and Class Y shares, respectively, of the Fund on
June 1, 2010. Class A, Class B, Class C and
Class Y shares returns of the Fund will be different
from the predecessor fund as they have different expenses.
Predecessor fund performance for Class A and Class B shares
has been restated to reflect the Funds applicable sales
charge.
Updated performance information is available on the Funds
Web site at www.invesco.com/us.
2 Invesco
Van Kampen Intermediate Term Municipal Income Fund
Annual Total
Returns
The bar chart does not reflect sales loads. If it did, the
annual total returns shown would be lower.
Class A shares year to date (ended March 31, 2012):
1.32%
Best Quarter (ended September 30, 2009): 7.27%
Worst Quarter (ended December 31, 2010): -3.22%
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Average Annual Total Returns
(for the periods ended
December 31, 2011)
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1
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5
|
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10
|
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Since
|
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Year
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Years
|
|
Years
|
|
Inception
|
|
Class A shares: Inception (05/28/93)
|
|
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|
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|
Return Before Taxes
|
|
|
3.55
|
%
|
|
|
3.69
|
%
|
|
|
4.27
|
%
|
|
|
|
|
Return After Taxes on Distributions
|
|
|
3.55
|
|
|
|
3.69
|
|
|
|
4.22
|
|
|
|
|
|
Return After Taxes on Distributions and Sale of Fund Shares
|
|
|
3.67
|
|
|
|
3.70
|
|
|
|
4.17
|
|
|
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|
Class B shares: Inception (05/28/93)
|
|
|
3.32
|
|
|
|
3.94
|
|
|
|
4.56
|
|
|
|
|
|
|
Class C shares: Inception (10/19/93)
|
|
|
6.84
|
|
|
|
3.92
|
|
|
|
4.01
|
|
|
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|
|
Class Y shares: Inception (08/12/05)
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|
|
8.91
|
|
|
|
4.95
|
|
|
|
|
|
|
|
4.72
|
%
|
|
Barclays Municipal Bond Index (reflects no deductions for fees,
expenses or taxes)
|
|
|
10.70
|
|
|
|
5.22
|
|
|
|
5.38
|
|
|
|
|
|
|
After-tax returns are calculated using the historical highest
individual federal marginal income tax rates and do not reflect
the impact of state and local taxes. Actual after-tax returns
depend on an investors tax situation and may differ from
those shown, and after-tax returns shown are not relevant to
investors who hold their Fund shares through tax-deferred
arrangements, such as 401(k) plans or individual retirement
accounts. After-tax returns are shown for Class A shares
only and after-tax returns for other classes will vary.
Management
of the Fund
Investment Adviser: Invesco Advisers, Inc. (the Adviser).
|
|
|
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Portfolio Managers
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|
Title
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|
Length of Service on the Fund
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|
Thomas Byron
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|
Portfolio Manager
|
|
|
2010 (predecessor fund 2009
|
)
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|
Robert Stryker
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Portfolio Manager
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2010 (predecessor fund 2005
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)
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|
Robert Wimmel
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Portfolio Manager
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2010 (predecessor fund 2005
|
)
|
|
Purchase
and Sale of Fund Shares
You may purchase, redeem or exchange shares of the Fund on any
business day through your financial adviser, through our Web
site at www.invesco.com/us, by mail to Invesco Investment
Services, Inc., P.O. Box 219078, Kansas City, MO 64121-9078, or
by telephone at
800-959-4246.
New or additional investments in Class B shares are not
permitted. The minimum investments for Class A, C and Y
shares for Fund accounts are as follows:
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|
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Initial Investment
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|
Additional Investments
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Type of Account
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|
Per Fund
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Per Fund
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|
Asset or fee-based accounts managed by your financial adviser
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|
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None
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None
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Eligible employee benefit plans, SEP, SARSEP and SIMPLE IRA plans
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None
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None
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IRAs, Roth IRAs and Coverdell ESA if the new investor is
purchasing shares through a systematic purchase plan
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$25
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|
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$25
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|
All other types of accounts if the investor is purchasing shares
through a systematic purchase plan
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$50
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|
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|
$50
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|
|
IRAs, Roth IRAs and Coverdell ESAs
|
|
|
$250
|
|
|
|
$25
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|
|
All other accounts
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|
|
$1,000
|
|
|
|
$50
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|
|
Tax
Information
The Funds distributions primarily are exempt from regular
federal income tax. A portion of these distributions, however,
may be subject to the federal alternative minimum tax and state
and local taxes. The Fund may also make distributions that are
taxable to you as ordinary income or capital gains.
Payments
to Broker-Dealers and Other Financial Intermediaries
If you purchase the Fund through a broker-dealer or other
financial intermediary (such as a bank), the Fund and the
Funds distributor or its related companies may pay the
intermediary for the sale of Fund shares and related services.
These payments may create a conflict of interest by influencing
the broker-dealer or other intermediary and your salesperson or
financial adviser to recommend the Fund over another investment.
Ask your salesperson or financial adviser or visit your
financial intermediarys Web site for more information.
Investment
Objective(s), Strategies, Risks and Portfolio Holdings
Investment
Objective(s)
The Funds investment objective is to provide investors
with a high level of current income exempt from federal income
tax, consistent with preservation of capital. The Funds
investment objective may be changed by the Board of Trustees
(the Board) without shareholder approval.
Principal
Investment Strategies
Under normal market conditions, the Adviser seeks to achieve the
Funds investment objective by investing at least 65% of
the Funds total assets in investment grade municipal
securities.
Under normal market conditions, the Fund invests at least 80% of
its net assets (plus any borrowings for investment purposes) in
municipal securities at the time of investment. The policy
stated in the foregoing sentence is a fundamental policy of the
Fund and may not be changed without shareholder approval of a
majority of the Funds outstanding voting securities, as
defined in the 1940 act. In complying with this 80% investment
requirement, the Fund may include synthetic securities that have
economic characteristics similar to the Funds direct
investments that are counted toward the 80% investment
requirement.
Under normal market conditions, the Fund may invest up to 35% of
its total assets in municipal securities rated below investment
grade and unrated municipal securities determined by the Adviser
to be of comparable quality at the time of purchase. Lower-grade
securities are commonly referred to as junk bonds.
Investment grade securities are rated BBB or higher by S&P
or Baa or higher by Moodys or an equivalent rating by
another nationally recognized statistical rating organization or
unrated securities determined by the Adviser to be of comparable
quality. Notwithstanding the foregoing, the Fund may not invest
more than 20% of its total assets in unrated investment grade
securities.
The Fund may invest all or a substantial portion of its assets
in municipal securities that are subject to the federal
alternative minimum tax. From time to time, the Fund temporarily
may invest up to 10% of its total assets in tax exempt money
market funds and such instruments will
3 Invesco
Van Kampen Intermediate Term Municipal Income Fund
be treated as investments in municipal securities. Investments
in other mutual funds may involve duplication of management fees
and certain other expenses.
The Adviser actively manages the Funds portfolio and
adjusts the average maturity and quality of portfolio
investments based upon its expectations about the direction of
interest rates and other economic factors. In pursuing its
investment objective, the Fund may invest in securities of any
maturity, but seeks to maintain a dollar-weighted average
portfolio life of three to ten years. In certain market
conditions, however, such a portfolio may be less attractive
because of differences in yield between municipal securities of
different maturities due to supply and demand forces, monetary
and tax policies and investor expectations. In the event of
sustained market conditions that make it less desirable to
maintain a dollar-weighted average portfolio life of three to
ten years, the Board, in consultation with the Adviser, may
change the investment policy of the Fund with respect to the
dollar-weighted average life of the portfolio.
The Adviser buys and sells securities for the Funds
portfolio with a view towards seeking a high level of current
income exempt from federal income tax and selects securities
which it believes entail reasonable credit risk considered in
relation to the investment policies of the Fund. As a result,
the Fund will not necessarily invest in the highest yielding
municipal securities permitted by its investment policies if the
Adviser determines that market risks or credit risks associated
with such investments would subject the Funds portfolio to
undue risk. In selecting securities for investment, the Adviser
seeks to add value and limit risk through careful security
selection and by actively managing the Funds portfolio.
The Adviser conducts a credit analysis for each security
considered for investment to evaluate its attractiveness
relative to the level of risk it presents. Portfolio securities
are typically sold when the Advisers assessments of such
securities materially change. The Adviser may sell securities
based on factors such as degradation in credit quality, a
decision to shorten or lengthen the Funds duration or
reducing exposure to a particular sector or issuer. The
potential for realization of capital gains or losses resulting
from possible changes in interest rates will not be a major
consideration and frequency of portfolio turnover generally will
not be a limiting factor if the Adviser considers it
advantageous to purchase or sell securities.
Municipal securities include debt obligations of states,
territories or possessions of the United States and the District
of Columbia and their political subdivisions, agencies and
instrumentalities, the interest on which, in the opinion of bond
counsel or other counsel to the issuers of such securities, is,
at the time of issuance, exempt from federal income tax.
The principal types of municipal debt securities purchased by
the Fund are revenue obligations and general obligations.
Revenue obligations are usually payable only from the revenues
derived from a particular facility or class of facilities or, in
some cases, from the proceeds of a special excise tax or other
specific revenue source, but not from the general taxing power.
Revenue obligations may include industrial development,
pollution control, public utility, housing, housing, and health
care issues. Under normal market conditions, the Fund invests
primarily in municipal securities classified as revenue bonds.
General obligation securities are secured by the issuers
pledge of its faith, credit and taxing power for the payment of
principal and interest. The Fund may also invest in other types
of municipal securities. To meet its investment objective, the
Fund invests in different types of general obligation and
revenue obligation securities, including fixed and variable rate
securities, municipal notes, variable rate demand notes,
municipal leases, custodial receipts, and participation
certificates.
Municipal notes include tax, revenue and bond anticipation notes
of short maturity, generally less than three years, which are
issued to obtain temporary funds for various public purposes.
Variable rate demand notes are obligations which contain a
floating or variable interest rate adjustment formula and which
are subject to a right of demand for payment of the principal
balance plus accrued interest either at any time or at specified
intervals. The interest rate on a variable rate demand note may
be based on a known lending rate, such as a banks prime
rate, and may be adjusted when such rate changes, or the
interest rate may be a market rate that is adjusted at specified
intervals. The adjustment formula maintains the value of the
variable rate demand note at approximately the par value of such
note at the adjustment date.
Municipal leases are obligations issued by state and local
governments or authorities to finance the acquisition of
equipment and facilities. Certain municipal lease obligations
may include non-appropriation clauses which provide that the
municipality has no obligation to make lease or installment
purchase payments in future years unless money is appropriated
for such purpose on a yearly basis. Custodial receipts are
underwritten by securities dealers or banks and evidence
ownership of future interest payments, principal payments or
both on certain municipal securities. Participation certificates
are obligations issued by state or local governments or
authorities to finance the acquisition of equipment and
facilities. They may represent participations in a lease, an
installment purchase contract or a conditional sales contract.
The Fund may invest in securities not producing immediate cash
income, including zero coupon securities or
pay-in-kind
securities. Zero coupon securities are debt securities that do
not entitle the holder to any periodic payment of interest prior
to maturity or a specified date when the securities begin paying
current interest. They are issued and traded at a discount from
their face amounts or par value, which discount varies depending
on the time remaining until cash payments begin, prevailing
interest rates, liquidity of the security and the perceived
credit quality of the issuer.
Payment-in-kind
securities are debt securities that pay interest through the
issuance of additional securities. Special tax considerations
are associated with investing in zero coupon and
pay-in-kind
securities. The Adviser will weigh these concerns against the
expected total returns from such instruments.
The Fund may purchase and sell securities on a when-issued and
delayed delivery basis whereby the Fund buys or sells a security
with payment and delivery taking place in the future. The
payment obligation and the interest rate are fixed at the time
the Fund enters into the commitment. No income accrues on such
securities until the Fund actually takes delivery of such
securities. These transactions are subject to market risk as the
value or yield of a security at delivery may be more or less
than the purchase price or the yield generally available on
securities when delivery occurs. The Fund will only make
commitments to purchase such securities with the intention of
actually acquiring these securities, but the Fund may sell these
securities prior to settlement if it is deemed advisable. No
specific limitation exists as to the percentage of the
Funds assets which may be used to acquire securities on a
when-issued and delayed delivery basis.
The Fund may invest more than 25% of its total assets in a
segment of the municipal securities market with similar
characteristics if the Adviser determines that the yields
available from obligations in a particular segment justify the
additional risks of a larger investment in such segment. The
Fund may not, however, invest more than 25% of its total assets
in industrial development revenue bonds issued for companies in
the same industry. Sizeable investments in such obligations
could involve increased risk to the Fund should any such issuers
or any such related projects or facilities experience financial
difficulties.
The Fund has no policy limiting its investments in municipal
securities whose issuers are located in the same state. However,
it is not the present intention of the Fund to invest more than
25% of the value of its total assets in issuers located in the
same state. If the Fund were to invest more than 25% of its
total assets in issuers located in the same state, it would be
more susceptible to adverse economic, business or regulatory
conditions in that state.
The Fund may invest up to 15% of its net assets in illiquid
securities and certain restricted securities.
4 Invesco
Van Kampen Intermediate Term Municipal Income Fund
When market conditions dictate a more defensive investment
strategy, the Fund may, on a temporary basis, hold cash or
invest a portion or all of its assets in high-quality,
short-term municipal securities. If such high-quality,
short-term securities are not available or, in the judgment of
the Adviser, do not afford sufficient protection against adverse
market conditions, the Fund may invest in taxable securities.
Such taxable securities may include securities issued or
guaranteed by the U.S. government, its agencies or
instrumentalities, other investment grade quality income
securities, prime commercial paper, certificates of deposit,
bankers acceptances and other obligations of domestic
banks having total assets of at least $500 million, and
repurchase agreements. In taking such a defensive position, the
Fund would temporarily not be pursuing its principal investment
strategies and may not achieve its investment objective.
The Funds investments in the types of securities described
in this prospectus vary from time to time, and at any time, the
Fund may not be invested in all types of securities described in
this prospectus. Any percentage limitations with respect to
assets of the Fund are applied at the time of purchase.
Risks
Alternative Minimum Tax Risk.
Although the interest
received from municipal securities generally is exempt from
federal income tax, the Fund may invest all or a substantial
portion of its total assets in municipal securities subject to
the federal alternative minimum tax. Accordingly, investment in
the Fund could cause shareholders to be subject to (or result in
an increased liability under) the federal alternative minimum
tax.
Call Risk.
If interest rates fall, it is possible that
issuers of debt securities with high interest rates will prepay
or call their securities before their maturity dates. In this
event, the proceeds from the called securities would likely be
reinvested by the Fund in securities bearing the new, lower
interest rates, resulting in a possible decline in the
Funds income and distributions to shareholders.
Credit Risk.
The issuers of instruments in which the Fund
invests may be unable to meet interest
and/or
principal payments. This risk is increased to the extent the
Fund invests in junk bonds which may cause the Fund to incur
higher expenses to protect its interests. The credit risks and
market prices of lower-grade securities generally are more
sensitive to negative issuer developments, such as reduced
revenues or increased expenditures, or adverse economic
conditions, such as a recession, than are higher-grade
securities. An issuers securities may increase in value if
its financial strength weakens, which may reduce its credit
rating and possibly its ability to meet its contractual
obligations.
High Yield Bond (Junk Bond) Risk.
Compared to higher
quality debt securities, high yield bonds (commonly referred to
as junk bonds) involve a greater risk of default or price
changes due to changes in the credit quality of the issuer
because they are generally unsecured and may be subordinated to
other creditors claims. The values of junk bonds often
fluctuate more in response to company, political, regulatory or
economic developments than higher quality bonds. Their values
can decline significantly over short periods of time or during
periods of economic difficulty when the bonds could be difficult
to value or sell at a fair price. Credit ratings on junk bonds
do not necessarily reflect their actual market value.
Income Risk.
The income you receive from the Fund is
based primarily on prevailing interest rates, which can vary
widely over the short- and long-term. If interest rates drop,
your income from the Fund may drop as well.
Interest Rate Risk.
Interest rate risk refers to the risk
that bond prices generally fall as interest rates rise;
conversely, bond prices generally rise as interest rates fall.
Specific bonds differ in their sensitivity to changes in
interest rates depending on their individual characteristics.
One measure of this sensitivity is called duration. The longer
the duration of a particular bond, the greater is its price
sensitivity is to interest rates. Similarly, a longer duration
portfolio of securities has greater price sensitivity. Falling
interest rates may also prompt some issuers to refinance
existing debt, which could affect the Funds performance.
Intermediate Dollar-Weighted Average Life Risk.
Generally, a portfolio of municipal securities having an
intermediate dollar-weighted average life tends to produce a
higher level of income than a portfolio of municipal securities
having a shorter dollar-weighted average life and has less net
asset value volatility than a portfolio of municipal securities
having a longer dollar-weighted average life, although such
differences cannot be assured. In addition, market prices of
municipal securities with intermediate lives generally fluctuate
more in response to changes in interest rates than do market
prices of municipal securities with shorter lives but generally
fluctuate less than market prices of municipal securities with
longer lives.
Liquidity Risk.
A security is considered to be illiquid
if the Fund is unable to sell such security at a fair price
within a reasonable amount of time. A security may be deemed
illiquid due to a lack of trading volume in the security or if
the security is privately placed and not traded in any public
market or is otherwise restricted from trading. The Fund may be
unable to sell illiquid securities at the time or price it
desires and could lose its entire investment in such securities.
Further, certain restricted securities require special
registration, liabilities and costs, and pose valuation
difficulties.
Management Risk.
The investment techniques and risk
analysis used by the Funds portfolio managers may not
produce the desired results.
Market Risk.
The prices of and the income generated by
the Funds securities may decline in response to, among
other things, investor sentiment; general economic and market
conditions; regional or global instability; and currency and
interest rate fluctuations.
Medium and Lower-Grade Municipal Securities Risk.
Securities which are in the medium- and lower-grade categories
generally offer higher yields than are offered by higher-grade
securities of similar maturity, but they also generally involve
more volatility and greater risks, such as greater credit risk,
market risk, liquidity risk, management risk, and regulatory
risk. Furthermore, many medium- and lower-grade securities are
not listed for trading on any national securities exchange and
many issuers of medium- and lower-grade securities choose not to
have a rating assigned to their obligations by any nationally
recognized statistical rating organization. As a result, the
Funds portfolio may consist of a higher portion of
unlisted or unrated securities as compared with an investment
company that invests solely in higher-grade securities. Unrated
securities are usually not as attractive to as many buyers as
are rated securities, a factor which may make unrated securities
less marketable. These factors may have the effect of limiting
the availability of the securities for purchase by the Fund and
may also limit the ability of the Fund to sell such securities
at their fair value either to meet redemption requests or in
response to changes in the economy or the financial markets.
Investors should carefully consider the risks of owning shares
of a fund which invests in medium- and lower-grade municipal
securities before investing in the Fund.
Municipal Issuer Focus Risk.
The Fund generally considers
investments in municipal securities not to be subject to
industry concentration policies (issuers of municipal securities
as a group is not an industry) and the Fund may invest in
municipal securities issued by entities having similar
characteristics. The issuers may be located in the same
geographic area or may pay their interest obligations from
revenue of similar projects, such as hospitals, airports,
utility systems and housing finance agencies. This may make the
Funds investments more susceptible to similar social,
economic, political or regulatory occurrences. As the similarity
in issuers increases, the potential for fluctuation in the
Funds net asset value also increases. From time to time,
the Funds investments may include securities as to which
the Fund, by itself or together with other funds or accounts
managed by the Adviser, holds a major portion or all of an issue
of municipal securities. Because there may be relatively few
potential purchasers for such investments and, in some cases,
there may be contractual restrictions on resales, the Fund may
find it more difficult to
5 Invesco
Van Kampen Intermediate Term Municipal Income Fund
sell such securities at a time when the Adviser believes it is
advisable to do so.
Municipal Securities Risk.
The Fund may invest in
municipal securities. Constitutional amendments, legislative
enactments, executive orders, administrative regulations, voter
initiatives, and the issuers regional economic conditions
may affect the municipal securitys value, interest
payments, repayment of principal and the Funds ability to
sell it. Revenue bonds are generally not backed by the taxing
power of the issuing municipality. To the extent that a
municipal security is not heavily followed by the investment
community or such security issue is relatively small, the
security may be difficult to value or sell at a desirable price.
If the Internal Revenue Service determines that an issuer of a
municipal security has not complied with applicable tax
requirements, interest from the security could be treated as
taxable, which could result in a decline in the securitys
value. In addition, there could be changes in applicable tax
laws or tax treatments that reduce or eliminate the current
federal income tax exemption on municipal securities or
otherwise adversely affect the current federal or state tax
status of municipal securities.
Reinvestment Risk.
Reinvestment risk is the risk that a
bonds cash flows (coupon income and principal repayment)
will be reinvested at an interest rate below that on the
original bond. If interest rates decline, the underlying bond
may rise in value, but the cash flows received from that bond
may have to be reinvested at a lower interest rate.
Synthetic Securities Risk.
Fluctuations in the values of
synthetic securities may not correlate perfectly with the
instruments they are designed to replicate. Synthetic securities
may be subject to interest rate changes, market price
fluctuations, counterparty risk and liquidity risk. The
tax-exempt character of the interest paid on synthetic municipal
securities is based on the tax-exempt income stream from the
collateral. The Internal Revenue Service has not ruled on this
and could deem income derived from synthetic municipal
securities to be taxable.
Zero Coupon or
Pay-In-Kind
Securities Risk.
Zero coupon and
pay-in-kind
securities may be subject to greater fluctuation in value and
less liquidity in the event of adverse market conditions than
comparably rated securities paying cash interest at regular
interest payment periods. Prices on non-cash-paying instruments
may be more sensitive to changes in the issuers financial
condition, fluctuation in interest rates and market
demand/supply imbalances than cash-paying securities with
similar credit ratings, and thus may be more speculative.
Investors may purchase zero coupon and
pay-in-kind
securities at a price below the amount payable at maturity.
Because such securities do not entitle the holder to any
periodic payments of interest prior to maturity, this prevents
any reinvestment of interest payments at prevailing interest
rates if prevailing interest rates rise. On the other hand,
because there are no periodic interest payments to be reinvested
prior to maturity, zero coupon securities eliminate the
reinvestment risk and may lock in a favorable rate of return to
maturity if interest rates drop. Special tax considerations are
associated with investing in certain lower-grade securities,
such as zero coupon or
pay-in-kind
securities.
Portfolio
Holdings
A description of Fund policies and procedures with respect to
the disclosure of Fund portfolio holdings is available in the
SAI, which is available at www.invesco.com/us.
The
Adviser(s)
Invesco Advisers, Inc. (the Adviser or Invesco) serves as the
Funds investment adviser. The Adviser manages the
investment operations of the Fund as well as other investment
portfolios that encompass a broad range of investment
objectives, and has agreed to perform or arrange for the
performance of the Funds
day-to-day
management. The Adviser is located at 1555 Peachtree Street,
N.E., Atlanta, Georgia 30309. The Adviser, as successor in
interest to multiple investment advisers, has been an investment
adviser since 1976.
Pending Litigation.
Detailed information concerning
pending litigation can be found in the SAI.
Adviser
Compensation
During the fiscal year ended February 29, 2012, the Adviser
received compensation of 0.37% of Invesco Van Kampen
Intermediate Term Municipal Income Funds average daily net
assets after fee waiver and/or expense reimbursements.
A discussion regarding the basis for the Boards approval
of the investment advisory and investment
sub-advisory
agreements of the Fund is available in the Funds most
recent semi-annual report to shareholders for the six-month
period ended August 31.
Portfolio
Managers
The following individuals are jointly and primarily responsible
for the
day-to-day
management of the Funds portfolio:
|
|
n
|
Thomas Byron, Portfolio Manager, who has been responsible for
the Fund since 2010 and has been associated with Invesco and/or
its affiliates since 2010. Mr. Byron served as Portfolio
Manager of the predecessor fund since 2009. Prior to
commencement of operations by the Fund, Mr. Byron was
associated with Van Kampen Asset Management and/or its
affiliates in an investment management capacity (1981 to 2010).
|
|
n
|
Robert Stryker, Portfolio Manager, who has been responsible for
the Fund since 2010 and has been associated with Invesco and/or
its affiliates since 2010. Mr. Stryker served as Portfolio
Manager of the predecessor fund since 2005. Prior to
commencement of operations by the Fund, Mr. Stryker was
associated with Van Kampen Asset Management and/or its
affiliates in an investment management capacity (1994 to 2010).
|
|
|
n
|
Robert Wimmel, Portfolio Manager, who has been responsible for
the Fund since 2010 and has been associated with Invesco and/or
its affiliates since 2010. Mr. Wimmel served as Portfolio
Manager of the predecessor fund since 2005. Prior to
commencement of operations by the Fund, Mr. Wimmel was
associated with Van Kampen Asset Management and/or its
affiliates in an investment management capacity (1996 to 2010).
|
More information on the portfolio managers may be found at
www.invesco.com/us. The Web site is not part of the prospectus.
The Funds SAI provides additional information about the
portfolio managers investments in the Fund, a description
of the compensation structure and information regarding other
accounts managed.
Sales
Charges
Purchases of Class A shares of the Fund are subject to the
maximum 4.75% initial sales charge as listed under the heading
Category II Initial Sales Charges in the
Shareholder Account InformationInitial Sales Charges
(Class A Shares Only) section of the prospectus.
Class B shares purchased prior to June 1, 2010 will be
subject to payment of Category VI contingent deferred sales
charges (CDSCs) during the applicable CDSC periods (including
exchanges into Class B Shares of another Invesco Fund
during the applicable CDSC periods) listed under the heading
CDSCs on Class B Shares in the
Shareholder Account InformationContingent Deferred
Sales Charges (CDSCs) section of the prospectus. New or
additional investments in Class B shares are no longer
permitted; but investors may pay a Category I CDSC if they
redeem Class B shares purchased on or after June 1,
2010 within a specified number of years after purchase. See this
prospectus for additional information regarding
6 Invesco
Van Kampen Intermediate Term Municipal Income Fund
CDSCs listed under the heading CDSCs on Class B
Shares in the Shareholder AccountContingent
Deferred Sales Charges (CDSCs) section of the prospectus.
Purchases of Class C shares are subject to a CDSC. For more
information on CDSCs, see the Shareholder Account
InformationContingent Deferred Sales Charges (CDSCs)
section of this prospectus.
Distributions
The Fund expects, based on its investment objective and
strategies, that its distributions, if any, will consist
primarily of tax-exempt income.
Dividends
The Fund generally declares dividends from net investment income
daily and pays them monthly.
Capital
Gains Distributions
The Fund generally distributes long-term and short-term capital
gains (net of any available capital loss carryovers), if any, at
least annually. Capital gains distributions may vary
considerably from year to year as a result of the Funds
normal investment activities and cash flows. During a time of
economic volatility, a fund may experience capital losses and
unrealized depreciation in value of investments, the effect of
which may be to reduce or eliminate capital gains distributions
for a period of time. Even though a fund may experience a
current year loss, it may nonetheless distribute prior year
capital gains.
The Barclays Municipal Bond Index is an unmanaged index
considered representative of the tax-exempt bond market.
7 Invesco
Van Kampen Intermediate Term Municipal Income Fund
The financial highlights show the Funds and the
predecessor funds financial history for the past five
fiscal years or, if shorter, the period of operations of the
Fund or any of its share classes. The financial highlights table
is intended to help you understand the Funds and the
predecessor funds financial performance. The Fund has the
same investment objective and similar investment policies as the
predecessor fund. Certain information reflects financial results
for a single Fund or predecessor fund share.
The total returns in the table represent the rate that an
investor would have earned (or lost) on an investment in
the Fund and the predecessor fund (assuming reinvestment of all
dividends and distributions).
The information for the fiscal years ended after June 1,
2010 has been audited by PricewaterhouseCoopers LLP, an
independent registered public accounting firm, whose report,
along with the Funds financial statements, are included in
the Funds annual report, which is available upon request.
The information for the fiscal years ended prior to June 1,
2010 has been audited by the auditor to the predecessor fund.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratio of
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratio of
|
|
Ratio of
|
|
expenses
|
|
|
|
|
|
|
|
|
|
|
Net gains
|
|
|
|
|
|
|
|
|
|
|
|
expenses
|
|
expenses
|
|
to average net
|
|
|
|
|
|
|
|
|
|
|
(losses)
|
|
|
|
|
|
|
|
|
|
|
|
to average
|
|
to average net
|
|
assets with
|
|
Ratio of net
|
|
|
|
|
Net asset
|
|
|
|
on securities
|
|
|
|
Dividends
|
|
|
|
|
|
|
|
net assets
|
|
assets without
|
|
fee waivers
|
|
investment
|
|
|
|
|
value,
|
|
Net
|
|
(both
|
|
Total from
|
|
from net
|
|
Net asset
|
|
|
|
Net assets,
|
|
with fee waivers
|
|
fee waivers
|
|
(excluding interest,
|
|
income
|
|
|
|
|
beginning
|
|
investment
|
|
realized and
|
|
investment
|
|
investment
|
|
value, end
|
|
Total
|
|
end of period
|
|
and/or expenses
|
|
and/or expenses
|
|
facilities and
|
|
to average
|
|
Portfolio
|
|
|
of period
|
|
income
(a)
|
|
unrealized)
|
|
operations
|
|
income
|
|
of period
|
|
return
|
|
(000s omitted)
|
|
absorbed
|
|
absorbed
|
|
maintenance fees)
|
|
net assets
|
|
turnover
(b)
|
|
|
Class A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended
02/29/12
|
|
$
|
10.57
|
|
|
$
|
0.43
|
|
|
$
|
0.62
|
|
|
$
|
1.05
|
|
|
$
|
(0.42
|
)
|
|
$
|
11.20
|
|
|
|
10.18
|
%
(c)
|
|
$
|
318,219
|
|
|
|
0.76
|
%
(d)
|
|
|
0.89
|
%
(d)
|
|
|
0.75
|
%
(d)
|
|
|
3.96
|
%
(d)
|
|
|
16
|
%
|
Period ended
02/28/11
|
|
|
11.03
|
|
|
|
0.19
|
|
|
|
(0.47
|
)
|
|
|
(0.28
|
)
|
|
|
(0.18
|
)
|
|
|
10.57
|
|
|
|
(2.57
|
)
(c)
|
|
|
222,214
|
|
|
|
0.81
|
(e)
|
|
|
0.91
|
(e)
|
|
|
0.80
|
(e)
|
|
|
4.19
|
(e)
|
|
|
4
|
|
Year ended
09/30/10
|
|
|
10.80
|
|
|
|
0.44
|
|
|
|
0.21
|
|
|
|
0.65
|
|
|
|
(0.42
|
)
|
|
|
11.03
|
|
|
|
6.24
|
(c)
|
|
|
270,764
|
|
|
|
0.83
|
|
|
|
0.93
|
|
|
|
0.82
|
|
|
|
4.05
|
|
|
|
12
|
|
Year ended
09/30/09
|
|
|
10.05
|
|
|
|
0.42
|
|
|
|
0.76
|
|
|
|
1.18
|
|
|
|
(0.43
|
)
|
|
|
10.80
|
|
|
|
12.16
|
(f)
|
|
|
225,086
|
|
|
|
0.93
|
|
|
|
1.03
|
|
|
|
0.90
|
|
|
|
4.16
|
|
|
|
23
|
|
Year ended
09/30/08
|
|
|
10.59
|
|
|
|
0.41
|
|
|
|
(0.55
|
)
|
|
|
(0.14
|
)
|
|
|
(0.40
|
)
|
|
|
10.05
|
|
|
|
(1.42
|
)
(f)
|
|
|
103,657
|
|
|
|
1.00
|
|
|
|
1.10
|
|
|
|
0.95
|
|
|
|
3.95
|
|
|
|
61
|
|
Year ended
09/30/07
|
|
|
10.68
|
|
|
|
0.38
|
|
|
|
(0.10
|
)
|
|
|
0.28
|
|
|
|
(0.37
|
)
|
|
|
10.59
|
|
|
|
2.63
|
(f)
|
|
|
81,398
|
|
|
|
0.98
|
|
|
|
1.08
|
|
|
|
0.98
|
|
|
|
3.54
|
|
|
|
11
|
|
|
Class B
|
Year ended
02/29/12
|
|
|
10.74
|
|
|
|
0.42
|
|
|
|
0.64
|
|
|
|
1.06
|
|
|
|
(0.37
|
)
|
|
|
11.43
|
|
|
|
10.02
|
(c)(g)
|
|
|
11,358
|
|
|
|
0.93
|
(d)(g)
|
|
|
1.06
|
(d)(g)
|
|
|
0.92
|
(d)(g)
|
|
|
3.79
|
(d)(g)
|
|
|
16
|
|
Period ended
02/28/11
|
|
|
11.20
|
|
|
|
0.16
|
|
|
|
(0.47
|
)
|
|
|
(0.31
|
)
|
|
|
(0.15
|
)
|
|
|
10.74
|
|
|
|
(2.81
|
)
(c)
|
|
|
13,089
|
|
|
|
1.56
|
(e)
|
|
|
1.66
|
(e)
|
|
|
1.55
|
(e)
|
|
|
3.44
|
(e)
|
|
|
4
|
|
Year ended
09/30/10
|
|
|
10.96
|
|
|
|
0.36
|
|
|
|
0.22
|
|
|
|
0.58
|
|
|
|
(0.34
|
)
|
|
|
11.20
|
|
|
|
5.46
|
(c)
|
|
|
16,362
|
|
|
|
1.58
|
|
|
|
1.68
|
|
|
|
1.57
|
|
|
|
3.30
|
|
|
|
12
|
|
Year ended
09/30/09
|
|
|
10.19
|
|
|
|
0.36
|
|
|
|
0.77
|
|
|
|
1.13
|
|
|
|
(0.36
|
)
|
|
|
10.96
|
|
|
|
11.42
|
(g)(h)
|
|
|
13,648
|
|
|
|
1.57
|
(g)
|
|
|
1.67
|
(g)
|
|
|
1.55
|
(g)
|
|
|
3.53
|
(g)
|
|
|
23
|
|
Year ended
09/30/08
|
|
|
10.73
|
|
|
|
0.41
|
|
|
|
(0.56
|
)
|
|
|
(0.15
|
)
|
|
|
(0.39
|
)
|
|
|
10.19
|
|
|
|
(1.45
|
)
(g)(h)
|
|
|
10,519
|
|
|
|
1.05
|
(g)
|
|
|
1.15
|
(g)
|
|
|
1.00
|
(g)
|
|
|
3.87
|
(g)
|
|
|
61
|
|
Year ended
09/30/07
|
|
|
10.82
|
|
|
|
0.38
|
|
|
|
(0.10
|
)
|
|
|
0.28
|
|
|
|
(0.37
|
)
|
|
|
10.73
|
|
|
|
2.59
|
(g)(h)
|
|
|
11,105
|
|
|
|
0.98
|
(g)
|
|
|
1.08
|
(g)
|
|
|
0.98
|
(g)
|
|
|
3.55
|
(g)
|
|
|
11
|
|
|
Class C
|
Year ended
02/29/12
|
|
|
10.56
|
|
|
|
0.35
|
|
|
|
0.62
|
|
|
|
0.97
|
|
|
|
(0.34
|
)
|
|
|
11.19
|
|
|
|
9.37
|
(c)
|
|
|
71,439
|
|
|
|
1.51
|
(d)
|
|
|
1.64
|
(d)
|
|
|
1.50
|
(d)
|
|
|
3.21
|
(d)
|
|
|
16
|
|
Period ended
02/28/11
|
|
|
11.02
|
|
|
|
0.15
|
|
|
|
(0.47
|
)
|
|
|
(0.32
|
)
|
|
|
(0.14
|
)
|
|
|
10.56
|
|
|
|
(2.88
|
)
(c)
|
|
|
55,088
|
|
|
|
1.56
|
(e)
|
|
|
1.66
|
(e)
|
|
|
1.55
|
(e)
|
|
|
3.44
|
(e)
|
|
|
4
|
|
Year ended
09/30/10
|
|
|
10.78
|
|
|
|
0.35
|
|
|
|
0.23
|
|
|
|
0.58
|
|
|
|
(0.34
|
)
|
|
|
11.02
|
|
|
|
5.53
|
(c)
|
|
|
61,646
|
|
|
|
1.58
|
|
|
|
1.68
|
|
|
|
1.57
|
|
|
|
3.30
|
|
|
|
12
|
|
Year ended
09/30/09
|
|
|
10.03
|
|
|
|
0.34
|
|
|
|
0.77
|
|
|
|
1.11
|
|
|
|
(0.36
|
)
|
|
|
10.78
|
|
|
|
11.35
|
(i)
|
|
|
38,649
|
|
|
|
1.68
|
|
|
|
1.78
|
|
|
|
1.66
|
|
|
|
3.41
|
|
|
|
23
|
|
Year ended
09/30/08
|
|
|
10.57
|
|
|
|
0.33
|
|
|
|
(0.55
|
)
|
|
|
(0.22
|
)
|
|
|
(0.32
|
)
|
|
|
10.03
|
|
|
|
(2.17
|
)
(i)
|
|
|
18,425
|
|
|
|
1.75
|
|
|
|
1.85
|
|
|
|
1.70
|
|
|
|
3.20
|
|
|
|
61
|
|
Year ended
09/30/07
|
|
|
10.66
|
|
|
|
0.30
|
|
|
|
(0.10
|
)
|
|
|
0.20
|
|
|
|
(0.29
|
)
|
|
|
10.57
|
|
|
|
1.88
|
(g)(i)
|
|
|
13,010
|
|
|
|
1.72
|
(g)
|
|
|
1.82
|
(g)
|
|
|
1.72
|
(g)
|
|
|
2.81
|
(g)
|
|
|
11
|
|
|
Class Y
(j)
|
Year ended
02/29/12
|
|
|
10.56
|
|
|
|
0.46
|
|
|
|
0.62
|
|
|
|
1.08
|
|
|
|
(0.45
|
)
|
|
|
11.19
|
|
|
|
10.45
|
(c)
|
|
|
135,882
|
|
|
|
0.51
|
(d)
|
|
|
0.64
|
(d)
|
|
|
0.50
|
(d)
|
|
|
4.21
|
(d)
|
|
|
16
|
|
Period ended
02/28/11
|
|
|
11.03
|
|
|
|
0.20
|
|
|
|
(0.48
|
)
|
|
|
(0.28
|
)
|
|
|
(0.19
|
)
|
|
|
10.56
|
|
|
|
(2.56
|
)
(c)
|
|
|
14,096
|
|
|
|
0.56
|
(e)
|
|
|
0.66
|
(e)
|
|
|
0.55
|
(e)
|
|
|
4.44
|
(e)
|
|
|
4
|
|
Year ended
09/30/10
|
|
|
10.79
|
|
|
|
0.46
|
|
|
|
0.23
|
|
|
|
0.69
|
|
|
|
(0.45
|
)
|
|
|
11.03
|
|
|
|
6.56
|
(c)
|
|
|
9,361
|
|
|
|
0.58
|
|
|
|
0.68
|
|
|
|
0.57
|
|
|
|
4.30
|
|
|
|
12
|
|
Year ended
09/30/09
|
|
|
10.04
|
|
|
|
0.45
|
|
|
|
0.76
|
|
|
|
1.21
|
|
|
|
(0.46
|
)
|
|
|
10.79
|
|
|
|
12.45
|
(k)
|
|
|
6,598
|
|
|
|
0.67
|
|
|
|
0.77
|
|
|
|
0.65
|
|
|
|
4.49
|
|
|
|
23
|
|
Year ended
09/30/08
|
|
|
10.59
|
|
|
|
0.45
|
|
|
|
(0.58
|
)
|
|
|
(0.13
|
)
|
|
|
(0.42
|
)
|
|
|
10.04
|
|
|
|
(1.27
|
)
(k)
|
|
|
883
|
|
|
|
0.73
|
|
|
|
0.83
|
|
|
|
0.69
|
|
|
|
4.33
|
|
|
|
61
|
|
Year ended
09/30/07
|
|
|
10.67
|
|
|
|
0.40
|
|
|
|
(0.09
|
)
|
|
|
0.31
|
|
|
|
(0.39
|
)
|
|
|
10.59
|
|
|
|
2.98
|
(k)
|
|
|
231
|
|
|
|
0.72
|
|
|
|
0.82
|
|
|
|
0.72
|
|
|
|
3.79
|
|
|
|
11
|
|
|
|
|
|
(a)
|
|
Calculated using average shares outstanding.
|
(b)
|
|
Portfolio turnover is calculated at the fund level and is not
annualized for periods less than one year, if applicable. For
the year ended February 29, 2012, the portfolio turnover
calculation excludes the value of securities purchased of
$202,122,885 and sold of $25,268,549 in the effort to realign
the Funds portfolio holdings after the reorganization of
Invesco Municipal Fund into the Fund.
|
(c)
|
|
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. Does
not include sales charges and is not annualized for periods less
than one year, if applicable.
|
(d)
|
|
Ratios are based on average daily net assets (000s) of
$282,386, $11,887, $60,714 and $107,212 for Class A,
Class B, Class C and Class Y shares, respectively.
|
(e)
|
|
Annualized.
|
(f)
|
|
Assumes reinvestment of all distributions for the period and
does not include payment of the maximum sales charge of 4.75% or
contingent deferred sales charge (CDSC). On purchases of
$1 million or more, a CDSC of 1% may be imposed on certain
redemptions made within eighteen months of purchase. If the
sales charges were included, total returns would be lower. These
returns include combined
Rule 12b-1
fees and service fees of up to 0.25% and do not reflect the
deduction of taxes that a shareholder would pay on Fund
distributions or the redemption of Fund shares.
|
(g)
|
|
The total return, ratio of expense to average net assets and
ratio of net investment income to average net assets reflect
actual
12b-1
fees of less than 1%.
|
(h)
|
|
Assumes reinvestment of all distributions for the period and
does not include payment of the maximum CDSC of 4%, charged on
certain redemptions made within one year of purchase and
declining to 0% after the fifth year. If the sales charge was
included, total returns would be lower. These returns include
combined
Rule 12b-1
fees and service fees of up to 1% and do not reflect the
deduction of taxes that a shareholder would pay on Fund
distributions or the redemption of Fund shares.
|
(i)
|
|
Assumes reinvestment of all distributions for the period and
does not include payment of the maximum CDSC of 1%, charged on
certain redemptions made within one year of purchase. If the
sales charge was included, total returns would be lower. These
returns include combined
Rule 12b-1
fees and service fees of up to 1% and do not reflect the
deduction of taxes that a shareholder would pay on Fund
distributions or the redemption of Fund shares.
|
(j)
|
|
On June 1, 2010, Class I shares of the predecessor
fund were reorganized into Class Y shares of the Fund.
|
(k)
|
|
Assumes reinvestment of all distributions for the period. These
returns do not reflect the deduction of taxes that a shareholder
would pay on Fund distributions or the redemption on Fund
shares.
|
8 Invesco
Van Kampen Intermediate Term Municipal Income Fund
Shareholder
Account Information
In addition to the Fund, Invesco serves as investment adviser to
many other Invesco and Invesco Van Kampen mutual funds that are
offered to retail investors (Invesco Funds or Funds). The
following information is about all of the Invesco Funds that
offer retail share classes.
If shares of the Funds are held in an account maintained by an
intermediary or in the name of a conduit investment vehicle (and
not in the name of an individual investor), the intermediary or
conduit investment vehicle may impose rules which differ from,
and/or
charge a transaction or other fee in addition to, those
described in this prospectus.
Additional information is available on the Internet at
www.invesco.com/us.
Go to the tab for Accounts & Services, then
click on Service Center, or consult the Funds
SAI, which is available on that same Web site or upon request
free of charge. The Web site is not part of this prospectus.
Choosing
a Share Class
Each Fund may offer multiple classes of shares and not all Funds
offer all share classes discussed herein. Each class represents
an interest in the same portfolio of investments. Certain
classes have higher expenses than other classes which may lower
the return on your investment when compared to a less expensive
class. In deciding which class of shares to purchase, you should
consider the following attributes of the various share classes,
among other things: (i) the eligibility requirements that
apply to purchases of a particular class, (ii) the initial
sales charges and contingent deferred sales charges (CDSCs), if
any, applicable to the class, (iii) the
12b-1
fee,
if any, paid by the class, and (iv) any services you may
receive from a financial intermediary. Please contact your
financial adviser to assist you in making your decision. Please
refer to the prospectus fee table for more information on the
fees and expenses of a particular Funds share classes.
|
|
|
|
|
|
|
|
|
|
|
|
Share Classes
|
|
Class A
|
|
Class B
|
|
Class C
|
|
Class R
|
|
Class Y
|
|
Investor Class
|
|
n
Initial sales charge which may be waived or reduced
|
|
n
No initial sales charge
|
|
n
No initial sales charge
|
|
n
No initial sales charge
|
|
n
No initial sales charge
|
|
n
No initial sales charge
|
n
Contingent deferred sales charge on certain redemptions
|
|
n
Contingent deferred sales charge on redemptions within six or fewer years
|
|
n
Contingent deferred sales charge on redemptions within one year
4
|
|
n
No contingent deferred sales charge
|
|
n
No contingent deferred sales charge
|
|
n
No contingent deferred sales charge
|
n
12b-1
fee of up to 0.25%
1
|
|
n
12b-1
fee of up to 1.00%
|
|
n
12b-1
fee of up to 1.00%
5
|
|
n
12b-1
fee of up to 0.50%
|
|
n
No
12b-1
fee
|
|
n
12b-1
fee of up to 0.25%
1
|
|
|
n
Generally converts to Class A shares on or about the end of the month which is at least eight years after the date on which shares were purchased along with a pro rata portion of reinvested dividends and distributions
2,3
|
|
n
Does not convert to Class A shares
|
|
n
Does not convert to Class A shares
|
|
n
Does not convert to Class A shares
|
|
n
Does not convert to Class A shares
|
n
Generally more appropriate for long-term investors
|
|
n
New or additional investments are not permitted.
|
|
n
Generally more appropriate for
short-term
investors
n
Purchase orders limited to amounts less than $1,000,000
|
|
n
Generally available only to employee benefit plans
|
|
n
Class Y shares are generally available to (i) investors who purchase through a fee-based advisory account with an approved financial intermediary, (ii) defined contribution plans, defined benefit retirement plans, endowments or foundations, (iii) banks or bank trust departments acting on their own behalf or as trustee or manager for trust accounts, or (iv) any current, former or retired trustee, director, officer or employee (or immediate family members of a current, former or retired trustee, director, officer or employee) of any Invesco Fund or of Invesco Ltd. or any of its subsidiaries. In fee-based advisory programs, a financial intermediary typically charges each investor a fee based on the value of the investors account in exchange for servicing that account. Class Y shares are generally not available for individual retirement accounts (IRAs) such as traditional, Roth, SEP, SAR-SEP and SIMPLE IRAs.
|
|
n
Generally closed to new investors
|
A-1 The
Invesco Funds
MCF06/12
|
|
|
1
|
|
Class A2 shares of Invesco Tax-Free Intermediate Fund and
Investor Class shares of Invesco Money Market Fund, Invesco
Tax-Exempt Cash Fund, Premier Portfolio, Premier Tax-Exempt
Portfolio and Premier U.S. Government Money Portfolio do
not have a
12b-1
fee,
and the Invesco Short Term Bond Fund Class A shares have a 12b-1
fee of 0.15%.
|
2
|
|
Class B shares of Invesco Money Market Fund convert to Invesco
Cash Reserve Shares. Class B5 shares of Invesco Money
Market Fund convert to Class A5 shares.
|
3
|
|
Class B shares and Class B5 shares will not convert to
Class A shares or Class A5 shares, respectively, that
have a higher 12b-1 fee rate than the respective Class B
shares or Class B5 shares at the time of conversion.
|
4
|
|
CDSC does not apply to redemption of Class C shares of Invesco
Short Term Bond Fund unless you received Class C shares of
Invesco Short Term Bond Fund through an exchange from Class C
shares from another Invesco Fund that is still subject to a CDSC.
|
5
|
|
The
12b-1
fee for Class C shares of certain Funds is less than 1.00%.
The Fees and Expenses of the FundAnnual Fund
Operating Expenses section of this prospectus reflects the
actual
12b-1
fees paid by a Fund.
|
In addition to the share classes shown in the chart above, the
following Funds offer the following additional share classes on
a limited basis:
|
|
n
|
Class A2 shares: Invesco Limited Maturity Treasury Fund and
Invesco Tax-Free Intermediate Fund;
|
|
n
|
Class A5 shares: Invesco Balanced-Risk Retirement Funds and
Invesco Money Market Fund;
|
|
n
|
Class B5 shares: Invesco Money Market Fund (New or
additional investments in Class B5 shares are not
permitted);
|
|
n
|
Class C5 shares: Invesco Balanced-Risk Retirement Funds and
Invesco Money Market Fund;
|
|
n
|
Class R5 shares: Invesco Balanced-Risk Retirement Funds;
|
|
n
|
Class P shares: Invesco Summit Fund;
|
|
n
|
Class S shares: Invesco Charter Fund, Invesco Conservative
Allocation Fund, Invesco Growth Allocation Fund, Invesco
Moderate Allocation Fund and Invesco Summit Fund; and
|
|
n
|
Invesco Cash Reserve Shares: Invesco Money Market Fund.
|
Share
Class Eligibility
Class A, B,
C and Invesco Cash Reserve Shares
Class A, C and Invesco Cash Reserve Shares are available to
all retail investors, including individuals, trusts,
corporations and other business and charitable organizations and
eligible employee benefit plans. The share classes offer
different fee structures which are intended to compensate
financial intermediaries for services provided in connection
with the sale of shares and continued maintenance of the
customer relationship. You should consider the services provided
by your financial adviser and any other financial intermediaries
who will be involved in the servicing of your account when
choosing a share class.
New or additional investments in Class B shares are not
permitted. Existing shareholders of Class B shares may
continue as Class B shareholders, continue to reinvest
dividends and capital gains distributions in Class B shares
and exchange their Class B shares for Class B shares
of other Funds as permitted by the current exchange privileges,
until they convert. For Class B shares outstanding on
November 29, 2010 and Class B shares acquired upon
reinvestment of dividends, all Class B share attributes
including the associated Rule 12b-1 fee, CDSC and conversion
features, will continue.
Class A2 Shares
Class A2 shares, which are offered only on Invesco
Limited Maturity Treasury Fund and Invesco Tax-Free Intermediate
Fund, are closed to new investors. All references in this
prospectus to Class A shares, shall include Class A2 shares,
unless otherwise noted.
Class A5,
B5, C5 and R5 Shares
Class A5, B5, C5 and R5 shares are closed to new investors.
Only investors who have continuously maintained an account in
Class A5, C5 or R5 of a specific Fund may make additional
purchases into Class A5, C5 and R5, respectively, of such
specific Fund. All references in this Prospectus to
Class A, B, C or R shares of the Invesco Funds shall
include Class A5 (excluding Invesco Money Market Fund), B5,
C5, or R5 shares, respectively, of the Invesco Funds, unless
otherwise noted. All references in this Prospectus to Invesco
Cash Reserve Shares of Invesco Money Market Fund shall include
Class A5 shares of Invesco Money Market Fund, unless
otherwise noted.
Class P
Shares
In addition to the other share classes discussed herein, the
Invesco Summit Fund offers Class P shares, which were
historically sold only through the AIM Summit Investors Plans I
and II (each a Plan and, collectively, the Summit Plans).
Class P shares are sold with no initial sales charge and
have a
12b-1
fee of 0.10%. However, Class P shares are not sold to
members of the general public. Only shareholders who had
accounts in the Summit Plans at the close of business on
December 8, 2006 may purchase Class P shares and only
until the total of their combined investments in the Summit
Plans and in Class P shares directly equals the face amount
of their former Plan under the 30 year extended investment
option. The face amount of a Plan is the combined total of all
scheduled monthly investments under the Plan. For a Plan with a
scheduled monthly investment of $100.00, the face amount would
have been $36,000.00 under the 30 year extended investment
option.
Class R
Shares
Class R shares are generally available only to eligible
employee benefit plans. These may include, for example,
retirement and deferred compensation plans maintained pursuant
to Sections 401, 403, and 457 of the Internal Revenue Code
(the Code); nonqualified deferred compensation plans; health
savings accounts maintained pursuant to Section 223 of the
Code; and voluntary employees beneficiary arrangements
maintained pursuant to Section 501(c)(9) of the Code.
Retirement plans maintained pursuant to Section 401
generally include 401(k) plans, profit sharing plans, money
purchase pension plans, and defined benefit plans. Class R
shares are generally not available for individual retirement
accounts (IRAs) such as traditional, Roth, SEP, SAR-SEP and
SIMPLE IRAs.
Class S
Shares
Class S shares are limited to investors who purchase shares
with the proceeds received from a systematic contractual
investment plan redemption within the 12 months prior to
purchasing Class S shares, and who purchase through an
approved financial intermediary that has an agreement with the
distributor to sell Class S shares. Class S shares are
not otherwise sold to members of the general public. An investor
purchasing Class S shares will not pay an initial sales
charge. The investor will no longer be eligible to purchase
additional Class S shares at that point where the value of
the contributions to the prior systematic contractual investment
plan combined with the subsequent Class S share
contributions equals the face amount of what would have been the
investors systematic contractual investment plan under the
30-year
investment option. The face amount of a systematic contractual
investment plan is the combined total of all scheduled monthly
investments under that plan. For a plan with a scheduled monthly
investment of $100.00, the face amount would have been
$36,000.00 under the
30-year
extended investment option.
Class Y
Shares
Class Y shares are generally available to investors who
purchase through a fee-based advisory account with an approved
financial intermediary or
A-2 The
Invesco Funds
to any current, former or retired trustee, director, officer or
employee (or immediate family members of a current, former or
retired trustee, director, officer or employee) of any Invesco
Fund or of Invesco Ltd. or any of its subsidiaries. In fee-based
advisory programs, a financial intermediary typically charges
each investor a fee based on the value of the investors
account in exchange for servicing that account. Class Y
shares are generally not available for individual retirement
accounts (IRAs) such as traditional, Roth, SEP, SAR-SEP and
SIMPLE IRAs.
Subject to any conditions or limitations imposed on the
servicing of Class Y shares by your financial adviser, if
you received Class Y shares as a result of a merger or
reorganization of a predecessor fund into any of the Funds, you
will be permitted to make additional Class Y share
purchases.
Investor
Class Shares
Some of the Funds offer Investor Class
shares.
Investor Class shares are sold with no initial
sales charge and have a maximum
12b-1
fee of
0.25%. Investor Class shares are not sold to members of the
general public. Only the following persons may purchase Investor
Class shares:
|
|
n
|
Investors who established accounts prior to April 1, 2002,
in Investor Class shares who have continuously maintained an
account in Investor Class shares (this includes anyone listed in
the registration of an account, such as a joint owner, trustee
or custodian, and immediate family members of such persons).
These investors are referred to as Investor Class
grandfathered investors.
|
n
|
Customers of certain financial intermediaries which have had
relationships with the Funds distributor or any Funds that
offered Investor Class shares prior to April 1, 2002, who
have continuously maintained such relationships. These
intermediaries are referred to as Investor Class
grandfathered intermediaries.
|
n
|
Eligible employee benefit plans. Investor Class shares are
generally not available for IRAs unless the IRA depositor is
considered an Investor Class grandfathered investor or the
account is opened through an Investor Class grandfathered
intermediary.
|
n
|
Any current, former or retired trustee, director, officer or
employee (or immediate family member of a current, former or
retired trustee, director, officer or employee) of any Invesco
Fund or of Invesco Ltd. or any of its subsidiaries.
|
Distribution
and Service
(12b-1)
Fees
Except as noted below, each Fund has adopted a distribution plan
or distribution plan and service plan pursuant to SEC
Rule 12b-1.
A
12b-1
plan
allows a Fund to pay distribution and service fees to Invesco
Distributors, Inc. (Invesco Distributors) to compensate or
reimburse, as applicable, Invesco Distributors for its efforts
in connection with the sale and distribution of the Funds
shares and for services provided to shareholders, all or a
substantial portion of which are paid to the dealer of record.
Because the Funds pay these fees out of their assets on an
ongoing basis, over time these fees will increase the cost of
your investment and may cause you to pay more than the maximum
permitted initial sales charges described in this prospectus.
The following Funds and share classes do not have
12b-1
plans:
|
|
n
|
Invesco Tax-Free Intermediate Fund, Class A2 shares.
|
n
|
Invesco Money Market Fund, Investor Class shares.
|
n
|
Invesco Tax-Exempt Cash Fund, Investor Class shares.
|
n
|
Premier Portfolio, Investor Class shares.
|
n
|
Premier U.S. Government Money Portfolio, Investor Class
shares.
|
n
|
Premier Tax-Exempt Portfolio, Investor Class shares.
|
n
|
All Funds, Class Y shares
|
Under the applicable distribution plan or distribution plan and
service plan, the Funds may pay distribution and service fees up
to the following amounts with respect to each Funds
average daily net assets with respect to such class:
|
|
n
|
Class A shares: 0.25%
|
n
|
Class B shares: 1.00%
|
n
|
Class C shares: 1.00%
|
n
|
Class P shares: 0.10%
|
n
|
Class R shares: 0.50%
|
n
|
Class S shares: 0.15%
|
n
|
Invesco Cash Reserve Shares: 0.15%
|
n
|
Investor Class shares: 0.25%
|
Please refer to the prospectus fee table for more information on
a particular Funds
12b-1
fees.
Initial
Sales Charges (Class A Shares Only)
The Funds are grouped into four categories for determining
initial sales charges. The Other Information section
of each Funds prospectus will tell you the sales charge
category in which the Fund is classified. As used below, the
term offering price with respect to all categories
of Class A shares includes the initial sales charge.
|
|
|
|
|
|
|
|
|
|
|
|
|
Category I Initial Sales Charges
|
|
|
|
|
Investors Sales Charge
|
Amount invested
|
|
As a % of
|
|
As a % of
|
in a single transaction
|
|
Offering Price
|
|
Investment
|
|
Less than
|
|
$
|
50,000
|
|
|
|
5.50
|
%
|
|
|
5.82
|
%
|
|
$50,000 but less than
|
|
$
|
100,000
|
|
|
|
4.50
|
|
|
|
4.71
|
|
|
$100,000 but less than
|
|
$
|
250,000
|
|
|
|
3.50
|
|
|
|
3.63
|
|
|
$250,000 but less than
|
|
$
|
500,000
|
|
|
|
2.75
|
|
|
|
2.83
|
|
|
$500,000 but less than
|
|
$
|
1,000,000
|
|
|
|
2.00
|
|
|
|
2.04
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Category II Initial Sales Charges
|
|
|
|
|
Investors Sales Charge
|
Amount invested
|
|
As a % of
|
|
As a % of
|
in a single transaction
|
|
Offering Price
|
|
Investment
|
|
Less than
|
|
$
|
50,000
|
|
|
|
4.75
|
%
|
|
|
4.99
|
%
|
|
$50,000 but less than
|
|
$
|
100,000
|
|
|
|
4.25
|
|
|
|
4.44
|
|
|
$100,000 but less than
|
|
$
|
250,000
|
|
|
|
3.50
|
|
|
|
3.63
|
|
|
$250,000 but less than
|
|
$
|
500,000
|
|
|
|
2.50
|
|
|
|
2.56
|
|
|
$500,000 but less than
|
|
$
|
1,000,000
|
|
|
|
2.00
|
|
|
|
2.04
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Category III Initial Sales Charges
|
|
|
|
|
Investors Sales Charge
|
Amount invested
|
|
As a % of
|
|
As a % of
|
in a single transaction
|
|
Offering Price
|
|
Investment
|
|
Less than
|
|
$
|
100,000
|
|
|
|
1.00
|
%
|
|
|
1.01
|
%
|
|
$100,000 but less than
|
|
$
|
250,000
|
|
|
|
0.75
|
|
|
|
0.76
|
|
|
$250,000 but less than
|
|
$
|
1,000,000
|
|
|
|
0.50
|
|
|
|
0.50
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Category IV Initial Sales Charges
|
|
|
|
|
Investors Sales Charge
|
Amount invested
|
|
As a % of
|
|
As a % of
|
in a single transaction
|
|
Offering Price
|
|
Investment
|
|
Less than
|
|
$
|
100,000
|
|
|
|
2.50
|
%
|
|
|
2.56
|
%
|
|
$100,000 but less than
|
|
$
|
250,000
|
|
|
|
1.75
|
|
|
|
1.78
|
|
|
$250,000 but less than
|
|
$
|
500,000
|
|
|
|
1.25
|
|
|
|
1.27
|
|
|
$500,000 but less than
|
|
$
|
1,000,000
|
|
|
|
1.00
|
|
|
|
1.01
|
|
|
Class A
Shares Sold Without an Initial Sales Charge
Certain categories of investors are permitted to purchase and
certain intermediaries are permitted to sell Class A shares
of the Funds without an initial sales charge because their
transactions involve little or no expense. The investors who may
purchase Class A shares without paying an initial sales
charge include the following:
|
|
n
|
Investors who purchase shares through a fee-based advisory
account with an approved financial intermediary or any current
or retired trustee, director, officer or employee of any Invesco
Fund or of Invesco Ltd. or
|
A-3 The
Invesco Funds
|
|
|
any of its subsidiaries. In a fee based advisory program, a
financial intermediary typically charges each investor a fee
based on the value of the investors account in exchange
for servicing that account.
|
|
|
n
|
Any investor who purchases their shares with the proceeds of a
rollover, transfer or distribution from a retirement plan or
individual retirement account for which Invesco Distributors
acts as the prototype sponsor to another eligible retirement
plan or individual retirement account for which Invesco
Distributors acts as the prototype sponsor, to the extent that
such proceeds are attributable to the redemption of shares of a
Fund held through the plan or account.
|
n
|
Certain retirement plans (the Plan or
Plans); provided, however, that such Plans:
|
|
|
|
|
n
|
have assets of at least $1 million; or
|
|
n
|
have at least 100 employees eligible to participate in the
Plan; or
|
|
n
|
execute multiple-plan transactions through a single omnibus
account per Fund.
|
|
|
n
|
Any investor who maintains an account in Investor Class shares
of a Fund (this includes anyone listed in the registration of an
account, such as a joint owner, trustee or custodian, and
immediate family members of such persons).
|
n
|
Qualified Tuition Programs created and maintained in accordance
with Section 529 of the Code.
|
n
|
Insurance company separate accounts.
|
No investor will pay an initial sales charge in the following
circumstances:
|
|
n
|
When buying Class A shares of Invesco Tax-Exempt Cash Fund.
|
n
|
When reinvesting dividends and distributions.
|
n
|
When exchanging shares of one Fund, that were previously
assessed a sales charge, for shares of another Fund.
|
n
|
As a result of a Funds merger, consolidation, or
acquisition of the assets of another Fund.
|
n
|
Unit investment trusts sponsored by Invesco Distributors or its
affiliates.
|
n
|
Unitholders of Invesco Van Kampen unit investment trusts that
enrolled in the reinvestment program prior to December 3,
2007 to reinvest distributions from such trusts in Class A
shares of the Funds. The Funds reserve the right to modify or
terminate this program at any time.
|
Reduced Sales
Charges and Sales Charge Exceptions
You may qualify for reduced sales charges or sales charge
exceptions. Qualifying types of accounts for you and your
Immediate Family as described in a Funds SAI
include individual, joint, certain trusts, 529 college savings
plan and Coverdell Education Savings, certain retirement plans
established for the benefit of an individual, and Uniform
Gifts/Transfers to Minor Acts accounts. To qualify for these
reductions or exceptions, you or your financial adviser must
notify the transfer agent and provide the necessary
documentation at the time of purchase that your purchase
qualifies for such treatment. Certain individuals and
employer-sponsored retirement plans may link accounts for the
purpose of qualifying for lower initial sales charges.
Purchases of Class A shares of Invesco Tax-Exempt Cash Fund
or Invesco Cash Reserve Shares of Invesco Money Market Fund or
Investor Class shares of any fund will not be taken into account
in determining whether a purchase qualifies for a reduction in
initial sales charges pursuant to
Rights of Accumulation
or
Letters of Intent.
Rights of
Accumulation
You may combine your new purchases of Class A shares of a
Fund with other Fund shares currently owned (Class A, B, C,
IB, IC, P, R, S or Y) for the purpose of qualifying for the
lower initial sales charge rates that apply to larger purchases.
The applicable initial sales charge for the new purchase is
based on the total of your current purchase and the value of
other shares owned based on their current public offering price.
The transfer agent may automatically link certain accounts
registered in the same name with the same taxpayer
identification number for the purpose of qualifying you for
lower initial sales charge rates.
Letters of
Intent
Under a Letter of Intent (LOI), you commit to purchase a
specified dollar amount of Class A shares of one or more
Funds during a
13-month
period. The amount you agree to purchase determines the initial
sales charge you pay. If the full amount committed to in the LOI
is not invested by the end of the
13-month
period, your account will generally be assessed the higher
initial sales charge that would normally be applicable to the
total amount actually invested.
Reinstatement
Following Redemption
If you redeem any class of shares of a Fund, you may reinvest
all or a portion of the proceeds from the redemption in the same
share class of any Fund in the same Category within
180 days of the redemption without paying an initial sales
charge. Class B, P and S redemptions may be reinvested only
into Class A shares with no initial sales charge.
Class Y redemptions may be reinvested into either
Class Y shares or Class A shares with no initial sales
charge.
This reinstatement privilege does not apply to a purchase made
through a regularly scheduled automatic investment plan, such as
a purchase by a regularly scheduled payroll deduction or
transfer from a bank account.
This reinstatement privilege is suspended for the period of time
in which a purchase block is in place on a shareholders
account. Please see Purchase Blocking Policy
discussed below.
In order to take advantage of this reinstatement privilege, you
must inform your financial adviser or the transfer agent that
you wish to do so at the time of your investment.
Contingent
Deferred Sales Charges (CDSCs)
CDSCs on
Class A Shares and Invesco Cash Reserve Shares of Invesco
Money Market Fund
You can purchase $1,000,000 or more (a Large Purchase) of
Class A shares of Category I, II and IV Funds without
paying an initial sales charge. However, if you redeem these
shares prior to 18 months after the date of purchase, they
will be subject to a CDSC of 1%.
If you currently own Class A shares of a Category I, II or
IV Fund, and make additional purchases without paying an initial
sales charge that result in account balances of $1,000,000 or
more, the additional shares purchased will be subject to an
18-month,
1%
CDSC.
If Invesco Distributors pays a concession to the dealer of
record in connection with a Large Purchase of Class A
shares by an employee benefit plan, the Class A shares may
be subject to a 1% CDSC if all of the plans shares are
redeemed within one year from the date of the plans
initial purchase.
If you acquire Invesco Cash Reserve Shares of Invesco Money
Market Fund or Class A shares of Invesco Tax-Exempt Cash
Fund through an exchange involving Class A shares that were
subject to a CDSC, the shares acquired as a result of the
exchange will continue to be subject to that same CDSC.
CDSCs on
Class B Shares
Class B shares are subject to a CDSC. If you redeem your
shares during the CDSC period, you will be assessed a CDSC as
follows, unless you qualify for one of the CDSC exceptions
outlined below. The Funds are grouped into seven categories for
determining CDSCs. The Other Information section of
each Funds prospectus will tell you the CDSC category in
which the Fund is classified.
A-4 The
Invesco Funds
|
|
|
|
|
CDSC Category I
|
|
Year since purchase made
|
|
Class B CDSC
|
|
|
|
First
|
|
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5.00
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%
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Second
|
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|
4.00
|
|
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Third
|
|
|
3.00
|
|
|
Fourth
|
|
|
3.00
|
|
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Fifth
|
|
|
2.00
|
|
|
Sixth
|
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1.00
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Seventh and following
|
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None
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CDSC Category II
|
|
Year since purchase made
|
|
Class B CDSC
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|
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First
|
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5.00
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%
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Second
|
|
|
4.00
|
|
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Third
|
|
|
3.00
|
|
|
Fourth
|
|
|
2.00
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|
|
Fifth
|
|
|
2.00
|
|
|
Sixth
|
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1.00
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Seventh and following
|
|
|
None
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|
|
|
|
|
CDSC Category III
|
|
Year since purchase made
|
|
Class B CDSC
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|
|
|
First
|
|
|
5.00
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%
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Second
|
|
|
4.00
|
|
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Third
|
|
|
3.00
|
|
|
Fourth
|
|
|
2.50
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|
|
Fifth
|
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1.50
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Sixth
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None
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|
|
|
|
|
|
|
CDSC Category IV
|
|
Year since purchase made
|
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Class B CDSC
|
|
|
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First
|
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4.00
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%
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Second
|
|
|
3.75
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Third
|
|
|
3.50
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|
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Fourth
|
|
|
2.50
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|
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Fifth
|
|
|
1.50
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|
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Sixth
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1.00
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Seventh and following
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None
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|
CDSC Category V
|
|
Year since purchase made
|
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Class B CDSC
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|
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First
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2.00
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%
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Second
|
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1.50
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Third
|
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1.00
|
|
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Fourth
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0.50
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Fifth and following
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None
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CDSC Category VI
|
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Class B CDSC
|
|
|
Class B CDSC
|
|
|
|
purchased before
|
|
|
purchased on or after
|
|
Year since purchase made
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|
June 1, 2005
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June 1, 2005
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First
|
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3.00
|
%
|
|
|
4.00
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%
|
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Second
|
|
|
2.50
|
|
|
|
4.00
|
|
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Third
|
|
|
2.00
|
|
|
|
3.00
|
|
|
Fourth
|
|
|
1.00
|
|
|
|
2.50
|
|
|
Fifth
|
|
|
None
|
|
|
|
1.50
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Sixth and following
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|
None
|
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|
None
|
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|
|
|
|
|
|
CDSC Category VII
|
|
Year since purchase made
|
|
Class B CDSC
|
|
|
|
First
|
|
|
4.00
|
%
|
|
Second
|
|
|
4.00
|
|
|
Third
|
|
|
3.00
|
|
|
Fourth
|
|
|
2.50
|
|
|
Fifth
|
|
|
1.50
|
|
|
Sixth and following
|
|
|
None
|
|
|
CDSCs on
Class C Shares
Class C shares are sold without an initial sales charge.
However, they are subject to a CDSC. If you redeem your shares
during the first year since purchase has been made you will be
assessed a 1% CDSC, unless you qualify for one of the CDSC
exceptions outlined below.
CDSCs on
Class C SharesEmployee Benefit Plan
Invesco Distributors pays a concession to the dealer of record
in connection with a purchase of Class C shares by an
employee benefit plan; the Class C shares are subject to a
1.00% CDSC at the time of redemption if all of the plans
shares are redeemed within one year from the date of the
plans initial purchase.
CDSCs on
Class C Shares of Invesco Short Term Bond Fund
Class C shares of Invesco Short Term Bond Fund are not
normally subject to a CDSC. However, if you acquired shares of
those Funds through an exchange, and the shares originally
purchased were subject to a CDSC, the shares acquired as a
result of the exchange will continue to be subject to that same
CDSC. Conversely, if you acquire Class C shares of any
other Fund as a result of an exchange involving Class C
shares of Invesco Short Term Bond Fund that were not subject to
a CDSC, then the shares acquired as a result of the exchange
will not be subject to a CDSC.
Computing a
CDSC
The CDSC on redemptions of shares is computed based on the lower
of their original purchase price or current net asset value, net
of reinvested dividends and capital gains distributions. In
determining whether to charge a CDSC, shares are accounted for
on a
first-in,
first-out basis, which means that you will redeem shares on
which there is no CDSC first, and then shares in the order of
their purchase.
CDSC
Exceptions
Investors who own shares that are otherwise subject to a CDSC
will not pay a CDSC in the following circumstances:
|
|
n
|
If you participate in the Systematic Redemption Plan and
withdraw up to 12% of the value of your shares that are subject
to a CDSC in any twelve-month period.
|
n
|
If you redeem shares to pay account fees.
|
n
|
If you are the executor, administrator or beneficiary of an
estate or are otherwise entitled to assets remaining in an
account following the death
|
A-5 The
Invesco Funds
|
|
|
or post-purchase disability of a shareholder or beneficial owner
and you choose to redeem those shares.
|
There are other circumstances under which you may be able to
redeem shares without paying CDSCs.
Shares acquired through the reinvestment of dividends and
distributions are not subject to CDSCs.
The following share classes are sold with no CDSC:
|
|
n
|
Class A shares of Invesco Tax-Exempt Cash Fund.
|
n
|
Class A shares of Invesco Limited Maturity Treasury
Fund and Invesco Tax-Free Intermediate Fund purchased on or
after October 21, 2002, and prior to February 1, 2010.
|
n
|
Class A2 shares of Invesco Limited Maturity Treasury
Fund and Invesco Tax-Free Intermediate Fund.
|
n
|
Invesco Cash Reserve Shares of Invesco Money Market Fund.
|
n
|
Investor Class shares of any Fund.
|
n
|
Class P shares of Invesco Summit Fund.
|
n
|
Class S shares of Invesco Charter Fund, Invesco
Conservative Allocation Fund, Invesco Growth Allocation Fund,
Invesco Moderate Allocation Fund and Invesco Summit Fund.
|
n
|
Class Y shares of any Fund.
|
CDSCs Upon
Converting to Class Y Shares
If shares that are subject to a CDSC are converted to
Class Y shares, the applicable CDSC will be assessed prior
to conversion.
Purchasing
Shares
If you hold your shares through a financial intermediary, your
eligibility to purchase shares and the terms by which you may
purchase, redeem and exchange shares may differ depending on
that institutions policies.
Minimum
Investments
There are no minimum investments for Class P, R or S shares
for fund accounts. The minimum investments for Class A, C,
Y, Investor Class and Invesco Cash Reserve shares for fund
accounts are as follows:
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|
|
|
|
|
|
|
|
|
|
|
|
Additional
|
|
|
Initial Investment
|
|
Investments
|
Type of Account
|
|
Per Fund
|
|
Per Fund
|
|
Asset or fee-based accounts managed by your financial adviser
|
|
|
None
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|
None
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|
|
Eligible employee benefit plans, SEP, SARSEP and SIMPLE IRA plans
|
|
|
None
|
|
|
|
None
|
|
|
IRAs, Roth IRAs and Coverdell ESAs if the new investor is
purchasing shares through a systematic purchase plan
|
|
$
|
25
|
|
|
$
|
25
|
|
|
All other accounts if the investor is purchasing shares through
a systematic purchase plan
|
|
|
50
|
|
|
|
50
|
|
|
IRAs, Roth IRAs and Coverdell ESAs
|
|
|
250
|
|
|
|
25
|
|
|
All other accounts
|
|
|
1,000
|
|
|
|
50
|
|
|
Invesco Distributors has the discretion to accept orders for
lesser amounts
|
|
|
|
|
|
|
|
|
|
How to Purchase
Shares
|
|
|
|
|
|
|
Opening An Account
|
|
Adding To An Account
|
|
Through a Financial Adviser
|
|
Contact your financial adviser.
|
|
Contact your financial adviser.
|
By Mail
|
|
Mail completed account application and check to the transfer
agent,
Invesco Investment Services, Inc.,
P.O. Box 219078,
Kansas City, MO
64121-9078.
Invesco Investment Services, Inc. does NOT accept the following
types of payments: Credit Card Checks, Third Party Checks, and
Cash*.
|
|
Mail your check and the remittance slip from your confirmation
statement to the transfer agent. Invesco Investment Services,
Inc. does NOT accept the following types of payments: Credit
Card Checks, Third Party Checks, and Cash*.
|
By Wire
|
|
Mail completed account application to the transfer agent. Call
the transfer agent at (800)
959-4246
to
receive a reference number. Then, use the wire instructions
provided below.
|
|
Call the transfer agent to receive a reference number. Then, use
the wire instructions provided below.
|
Wire Instructions
|
|
Beneficiary Bank ABA/Routing #: 011001234
Beneficiary Account Number: 729639
Beneficiary Account Name: Invesco Investment Services, Inc.
RFB: Fund Name, Reference #
OBI: Your Name, Account #
|
By Telephone
|
|
Open your account using one of the methods described above.
|
|
Select the Bank Account Information option on your completed
account application or complete a Systematic Options and Bank
Information Form. Mail the application or form to the transfer
agent. Once the transfer agent has received the form, call the
transfer agent at the number below to place your purchase order.
|
Automated Investor Line
|
|
Open your account using one of the methods described above.
|
|
Call the Invesco Investment Services, Inc.
24-hour
Automated Investor Line at
1-800-246-5463.
You may place your order after you have provided the bank
instructions that will be requested.
|
By Internet
|
|
Open your account using one of the methods described above.
|
|
Access your account at www.invesco.com/us. The proper bank
instructions must have been provided on your account. You may
not purchase shares in retirement accounts on the internet.
|
|
|
|
|
*
|
|
In addition, Invesco Investment Services, Inc. does not accept
cash equivalents for employer sponsored plan accounts. Cash
equivalents include cashiers checks, official checks, bank
drafts, travelers checks, treasurers checks, postal
money orders or money orders. We also reserve the right to
reject at our sole discretion payment by Temporary / Starter
Checks.
|
Purchase orders will not be processed unless the account
application and purchase payment are received in good order. In
accordance with the USA PATRIOT Act, if you fail to provide all
the required information requested in the current account
application, your purchase order will not be processed.
Additionally, federal law requires that the Fund verify and
record your identifying information.
A-6 The
Invesco Funds
Systematic
Purchase Plan
You can arrange for periodic investments in any of the Funds by
authorizing the transfer agent to withdraw the amount of your
investment from your bank account on a day or dates you specify
and in an amount of at least $25 per Fund for IRAs, Roth IRAs
and Coverdell ESAs, and at least $50 per Fund for all other
types of accounts (a Systematic Purchase Plan). You may stop the
Systematic Purchase Plan at any time by giving the transfer
agent notice ten days prior to your next scheduled withdrawal.
Certain financial advisers and other financial intermediaries
may also offer systematic purchase plans.
Dollar Cost
Averaging
Dollar Cost Averaging allows you to make automatic periodic
exchanges, if permitted, from one Fund to another Fund or
multiple other Funds. The account from which exchanges are to be
made must have a minimum balance of $5,000 before you can use
this option. Exchanges will occur on (or about) the day of the
month you specify, in the amount you specify. Dollar Cost
Averaging cannot be set up for the 29th through the 31st of the
month. The minimum amount you can exchange to another Fund is
$50. Certain financial advisers and other financial
intermediaries may also offer dollar cost averaging programs.
Automatic
Dividend and Distribution Investment
Your dividends and distributions may be paid in cash or
reinvested in the same Fund or another Fund without paying an
initial sales charge. Unless you specify otherwise, your
dividends and distributions will automatically be reinvested in
the same Fund. If you elect to receive your distributions by
check, and the distribution amount is $10 or less, then the
amount will be automatically reinvested in the same Fund and no
check will be issued. If you have elected to receive
distributions by check, and the postal service is unable to
deliver checks to your address of record, then your distribution
election may be converted to having all subsequent distributions
reinvested in the same Fund and no checks will be issued. With
respect to certain account types, if your check remains uncashed
for six months, the Fund generally reserves the right to
reinvest your distribution check in your account at the then
applicable NAV and to reinvest all subsequent distributions in
shares of the Fund. Such checks will be reinvested into the same
share class of the Fund unless you own shares in both Class A
and Class B of the same Fund, in which case the check may be
reinvested into the Class A shares. You should contact the
transfer agent to change your distribution option, and your
request to do so must be received by the transfer agent before
the record date for a distribution in order to be effective for
that distribution. No interest will accrue on amounts
represented by uncashed distribution checks.
You must comply with the following requirements to be eligible
to invest your dividends and distributions in shares of another
Fund:
|
|
n
|
Your account balance in the Fund paying the dividend or
distribution must be at least $5,000; and
|
n
|
Your account balance in the Fund receiving the dividend or
distribution must be at least $500.
|
Portfolio
Rebalancing Program
If you have at least $5,000 in your account, you may participate
in the Portfolio Rebalancing Program. Under this Program, you
can designate how the total value of your Fund holdings should
be rebalanced, on a percentage basis, between two and ten of
your Funds on a quarterly, semiannual or annual basis. Your
portfolio will be rebalanced through the exchange of shares in
one or more of your Funds for shares of the same class of one or
more other Funds in your portfolio. Rebalancing will not occur
if your portfolio is within 2% of your stated allocation. If you
wish to participate in the Program, make changes or cancel the
Program, the transfer agent must receive your request to
participate, changes, or cancellation in good order at least
five business days prior to the next rebalancing date, which is
normally the 28th day of the last month of the period you
choose. We may modify, suspend or terminate the Program at any
time on 60 days prior written notice to participating
investors. Certain financial advisers and other financial
intermediaries may also offer portfolio rebalancing programs.
Redeeming
Shares
For Funds other than Premier Portfolio, Premier Tax-Exempt
Portfolio and Premier U.S. Government Money Portfolio, the
transfer agent or authorized intermediary, if applicable, must
receive your call during the hours of the customary trading
session of the New York Stock Exchange (NYSE) in order to effect
the redemption at that days net asset value. For Premier
Portfolio, Premier Tax-Exempt Portfolio and Premier
U.S. Government Money Portfolio, the transfer agent or
authorized intermediary, if applicable, must receive your call
before the Funds net asset value determination in order to
effect the redemption that day.
|
|
|
How to Redeem Shares
|
|
Through a Financial Adviser or Financial Intermediary
|
|
Contact your financial adviser or financial intermediary
(including your retirement plan administrator).
|
By Mail
|
|
Send a written request to the transfer agent which includes:
|
|
|
n
Original signatures of all registered owners/trustees;
|
|
|
n
The dollar value or number of shares that you wish to redeem;
|
|
|
n
The name of the Fund(s) and your account number;
|
|
|
n
The cost basis method or specific shares you wish to redeem for tax reporting purposes, if different than the method already on record; and
|
|
|
n
Signature guarantees, if necessary (see below).
|
|
|
The transfer agent may require that you provide additional
documentation, or information, such as corporate resolutions or
powers of attorney, if applicable. If you are redeeming from an
IRA or other type of retirement account, you must complete the
appropriate distribution form, as well as employer authorization.
|
By Telephone
|
|
Call the transfer agent at
1-800-959-4246.
You will be allowed to redeem by telephone if:
|
|
|
n
Your redemption proceeds are to be mailed to your address on record (and there has been no change in your address of record within the last 30 days) or transferred electronically to a pre-authorized checking account;
|
|
|
n
You do not hold physical share certificates;
|
|
|
n
You can provide proper identification information;
|
|
|
n
Your redemption proceeds do not exceed $250,000 per Fund; and
|
|
|
n
You have not previously declined the telephone redemption privilege.
|
|
|
You may, in limited circumstances, initiate a redemption from an
Invesco IRA by telephone. Redemptions from other types of
retirement plan accounts may be initiated only in writing and
require the completion of the appropriate distribution form, as
well as employer authorization.
|
Automated Investor Line
|
|
Call the Invesco Investment Services, Inc. 24-hour Automated
Investor Line at
1-800-246-5463.
You may place your redemption order after you have provided the
bank instructions that will be requested.
|
By Internet
|
|
Place your redemption request at www.invesco.com/us. You will be
allowed to redeem by Internet if:
|
|
|
n
You do not hold physical share certificates;
|
|
|
n
You can provide proper identification information;
|
|
|
n
Your redemption proceeds do not exceed $250,000 per Fund; and
|
|
|
n
You have already provided proper bank information.
|
|
|
Redemptions from most retirement plan accounts may be initiated
only in writing and require the completion of the appropriate
distribution form, as well as employer authorization.
|
|
Timing and Method
of Payment
We normally will send out payments within one business day, and
in any event no more than seven days, after your redemption
request is received in good order (meaning that all necessary
information and documentation related to the redemption request
have been provided to the transfer
A-7 The
Invesco Funds
agent or authorized intermediary, if applicable). If you redeem
shares recently purchased by check or ACH, you may be required
to wait up to ten business days before we send your redemption
proceeds. This delay is necessary to ensure that the purchase
has cleared. Payment may be postponed under unusual
circumstances, as allowed by the SEC, such as when the NYSE
restricts or suspends trading.
Redemption checks are mailed to your address of record, via
first class U.S. mail, unless you make other
arrangements with the transfer agent.
We use reasonable procedures to confirm that instructions
communicated via telephone and the Internet are genuine, and we
are not liable for losses arising from actions taken in
accordance with instructions that are reasonably believed to be
genuine.
Expedited
Redemptions (Invesco Cash Reserve Shares of Invesco Money Market
Fund only)
If you place your redemption order by telephone, before
11:30 a.m. Eastern Time and request an expedited
redemption, we will transmit payment of redemption proceeds on
that same day via federal wire to a bank of record on your
account. If we receive your redemption order after
11:30 a.m. Eastern Time and before the close of the
customary trading session of the NYSE, we will transmit payment
on the next business day.
Systematic
Withdrawals
You may arrange for regular periodic withdrawals from your
account in amounts equal to or greater than $50 per Fund. We
will redeem the appropriate number of shares from your account
to provide redemption proceeds in the amount requested. You must
have a total account balance of at least $5,000 in order to
establish a Systematic Redemption Plan, unless you are
establishing a Required Minimum Distribution for a retirement
plan. You can stop this plan at any time by giving ten
days prior notice to the transfer agent.
Check
Writing
The transfer agent provides check writing privileges for
accounts in the following Funds and share classes:
|
|
n
|
Invesco Money Market Fund, Invesco Cash Reserve Shares,
Class A5 shares, Class Y shares and Investor Class
shares
|
n
|
Invesco Tax-Exempt Cash Fund, Class A shares, Class Y
shares and Investor Class shares
|
n
|
Premier Portfolio, Investor Class shares
|
n
|
Premier Tax-Exempt Portfolio, Investor Class shares
|
n
|
Premier U.S. Government Money Portfolio, Investor Class
shares
|
You may redeem shares of these Funds by writing checks in
amounts of $250 or more if you have subscribed to the service by
completing a Check Writing authorization form.
Redemption by check is not available for retirement accounts.
Checks are not eligible to be converted to ACH by the payee. You
may not give authorization to a payee by phone to debit your
account by ACH for a debt owed to the payee.
Signature
Guarantees
We require a signature guarantee in the following circumstances:
|
|
n
|
When your redemption proceeds will equal or exceed $250,000 per
Fund.
|
n
|
When you request that redemption proceeds be paid to someone
other than the registered owner of the account.
|
n
|
When you request that redemption proceeds be sent somewhere
other than the address of record or bank of record on the
account.
|
n
|
When you request that redemption proceeds be sent to a new
address or an address that changed in the last 30 days.
|
The transfer agent will accept a guarantee of your signature by
a number of different types of financial institutions. Call the
transfer agent for additional information. Some institutions
have transaction amount maximums for these guarantees. Please
check with the guarantor institution to determine whether the
signature guarantee offered will be sufficient to cover the
value of your transaction request.
Redemptions in
Kind
Although the Funds generally intend to pay redemption proceeds
solely in cash, the Funds reserve the right to determine, in
their sole discretion, whether to satisfy redemption requests by
making payment in securities or other property (known as a
redemption in kind).
Redemptions
Initiated by the Funds
If your account (Class A, B, C, P, S and Investor Class
shares only) has been open at least one year, you have not made
an additional purchase in the account during the past six
calendar months, and the value of your account falls below $500
for three consecutive months, the Funds have the right to redeem
the account after giving you 60 days prior written
notice. You may avoid having your account redeemed during the
notice period by bringing the account value up to $500 or by
initiating a Systematic Purchase Plan.
If the Fund determines that you have not provided a correct
Social Security or other tax identification number on your
account application, or the Fund is not able to verify your
identity as required by law, the Fund may, at its discretion,
redeem the account and distribute the proceeds to you.
Minimum Account
Balance
A low balance fee of $12 per year will be deducted in the fourth
quarter of each year from all Class A share, Class C
share and Investor Class share accounts held in the Fund (each a
Fund Account) with a value less than the low balance amount
(the Low Balance Amount) as determined from time to time by the
Fund and the Adviser. The Fund and the Adviser generally expect
the Low Balance Amount to be $750, but such amount may be
adjusted for any year depending on various factors, including
market conditions. The Low Balance Amount and the date on which
it will be deducted from any Fund Account will be posted on
our web site, www.invesco.com/us, on or about November 1 of each
year. This fee will be payable to the transfer agent by
redeeming from a Fund Account sufficient shares owned by a
shareholder and will be used by the transfer agent to offset
amounts that would otherwise be payable by the Fund to the
transfer agent under the transfer agency agreement. The low
balance fee is not applicable to Fund Accounts comprised
of: (i) fund of funds accounts, (ii) escheated
accounts, (iii) accounts participating in a Systematic
Purchase Plan established directly with the Fund,
(iv) accounts with Dollar Cost Averaging, (v) accounts
in which Class B Shares are immediately involved in the
automatic conversion to Class A Shares, and those
corresponding Class A Shares immediately involved in such
conversion, (vi) accounts in which all shares are evidenced
by share certificates, (vii) certain retirement plan
accounts, (viii) forfeiture accounts in connection with
certain retirement plans, (ix) investments in Class B,
Class P, Class R, Class S or Class Y Shares,
(x) certain money market funds (Investor Class of Premier
U.S. Government Money, Premier Tax-Exempt and Premier
Portfolios; all classes of Invesco Money Market Fund; and all
classes of Invesco Tax-Exempt Cash Fund), or (xi) accounts
in Class A shares established pursuant to an advisory fee
program.
Some investments in the Funds are made through accounts that are
maintained by intermediaries (rather than the Funds
transfer agent) and some investments are made indirectly through
products that use the Funds as underlying investments, such as
employee benefit plans, funds of funds, qualified tuition plans,
and variable insurance contracts (these products are generally
referred to as conduit investment vehicles). If shares of the
Funds are held in an account maintained by an intermediary or in
the name of a conduit investment vehicle (and not in the names
of individual investors), the intermediary or conduit investment
vehicle may impose low balance rules which differ from those
described in this prospectus. Please consult your financial
adviser or other financial intermediary for details.
A-8 The
Invesco Funds
Exchanging
Shares
You may, under certain circumstances, exchange shares in one
Fund for those of another Fund. An exchange is the purchase of
shares in one Fund which is paid for with the proceeds from a
redemption of shares of another Fund effectuated on the same
day. Any gain on the transaction may be subject to federal
income tax. Accordingly, the procedures and processes applicable
to redemptions of Fund shares, as discussed under the heading
Redeeming Shares above, will apply. Before
requesting an exchange, review the prospectus of the Fund you
wish to acquire.
All exchanges are subject to the limitations set forth in the
prospectuses of the Funds. If you wish to exchange shares of one
Fund for those of another Fund, you must consult the prospectus
of the Fund whose shares you wish to acquire to determine
whether the Fund is offering shares to new investors and whether
you are eligible to acquire shares of that Fund.
Permitted
Exchanges
Except as otherwise provided herein or in the SAI, you generally
may exchange your shares for shares of the same class of another
Fund. The following below shows permitted exchanges:
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Exchange From
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Exchange To
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Invesco Cash Reserve Shares
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Class A, C, R, Y*, Investor Class
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Class A
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Class A, Y*, Investor Class, Invesco Cash Reserve Shares
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Class A2
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Class A, Y*, Investor Class, Invesco Cash Reserve Shares
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Class A5
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Class A, Y*, Investor Class, Invesco Cash Reserve Shares
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Investor Class
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Class A, Y*, Investor Class
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Class P
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Class A, Invesco Cash Reserve Shares
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Class S
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Class A, S, Invesco Cash Reserve Shares
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Class B
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Class B
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Class B5
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Class B
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Class C
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Class C, Y*
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Class C5
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Class C, Y*
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Class R
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Class R
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Class R5
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Class R
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Class Y
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Class Y
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*
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You may exchange your Invesco Cash Reserve Shares, Class A
shares, Class C shares or Investor Class shares for Class Y
shares of the same Fund if you otherwise qualify to buy that
Funds Class Y shares. Please consult your financial
adviser to discuss the tax implications, if any, of all
exchanges into Class Y shares of the same Fund.
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Exchanges into
Invesco Van Kampen Senior Loan Fund
Invesco Van Kampen Senior Loan Fund is a closed-end fund that
continuously offers its shares pursuant to the terms and
conditions of its prospectus. The Adviser is the investment
adviser for the Invesco Van Kampen Senior Loan Fund. As with the
Invesco Funds, you generally may exchange your shares of
Class A (Invesco Cash Reserve Shares of Invesco Money
Market Fund), Class B or Class C of any Invesco Fund
for shares of Class A, Class B or Class C,
respectively, of Invesco Van Kampen Senior Loan Fund. Please
refer to the prospectus for the Invesco Van Kampen Senior Loan
Fund for more information, including limitations on exchanges
out of Invesco Van Kampen Senior Loan Fund.
Exchanges Not
Permitted
The following exchanges are not permitted:
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Investor Class shares cannot be exchanged for Class A
shares of any Fund which offers Investor Class shares.
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Exchanges into Class A2 shares of Invesco Limited Maturity
Treasury Fund and Invesco Tax-Free Intermediate Fund (also known
as the Category III Funds) are not permitted.
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Class A2 shares of Invesco Limited Maturity Treasury Fund
and Invesco Tax-Free Intermediate Fund cannot be exchanged for
Class A shares of those Funds.
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Invesco Cash Reserve Shares cannot be exchanged for Class C
or R shares if the shares being exchanged were acquired by
exchange from Class A shares of any Fund.
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Invesco Cash Reserve shares, Class A shares, Class C
shares or Investor Class shares of one Fund cannot be exchanged
for Class Y shares of a different Fund.
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All existing systematic exchanges and reallocations will cease
and these options will no longer be available on all 403(b)
prototype plans.
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Exchange
Conditions
The following conditions apply to all exchanges:
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Shares must have been held for at least one day prior to the
exchange with the exception of dividends and distributions that
are reinvested; and
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If you have physical share certificates, you must return them to
the transfer agent in order to effect the exchange.
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Under unusual market conditions, a Fund may delay the exchange
of shares for up to five business days if it determines that it
would be materially disadvantaged by the immediate transfer of
exchange proceeds. The exchange privilege is not an option or
right to purchase shares. Any of the participating Funds or the
distributor may modify or terminate this privilege at any time.
Initial Sales
Charges, CDSCs and 12b-1 Fees on Applicable to
Exchanges
You may be required to pay an initial sales charge when
exchanging from a Fund with a lower initial sales charge than
the one into which you are exchanging. If you exchange into
shares that are subject to a CDSC, we will begin the holding
period for purposes of calculating the CDSC on the date you made
your initial purchase.
In addition, as a result of differences in the forms of
distribution plans and distribution plans and service plans
among the Funds, certain exchanges of Class A shares,
Class B shares, Class C shares, and Class R
shares of a Fund for the same class of shares of another Fund
may result in investors paying a higher or a lower 12b-1 fee on
the Fund being exchanged into. Please refer to the prospectus
fee table and financial highlights table and the statement of
additional information for more information on the fees and
expenses, including applicable 12b-1 fees, of the Fund you wish
to acquire.
Rights
Reserved by the Funds
Each Fund and its agents reserve the right at any time to:
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Reject or cancel all or any part of any purchase or exchange
order.
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Modify any terms or conditions related to the purchase,
redemption or exchange of shares of any Fund.
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Reject or cancel any request to establish a Systematic Purchase
Plan, Systematic Redemption Plan or Portfolio Rebalancing
Program.
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Suspend, change or withdraw all or any part of the offering made
by this prospectus.
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Excessive
Short-Term Trading Activity (Market Timing)
Disclosures
While the Funds provide their shareholders with daily liquidity,
their investment programs are designed to serve long-term
investors and are not designed to accommodate excessive
short-term trading activity in violation of our policies
described below. Excessive short-term trading activity in the
Funds shares (i.e., a purchase of Fund shares followed
shortly thereafter by a redemption of such shares, or vice
versa) may hurt the long-term performance of certain Funds by
requiring them to maintain an excessive amount of cash or to
liquidate portfolio holdings at a disadvantageous time, thus
interfering with the efficient management of such Funds by
causing them to incur increased brokerage and
A-9 The
Invesco Funds
administrative costs. Where excessive short-term trading
activity seeks to take advantage of arbitrage opportunities from
stale prices for portfolio securities, the value of Fund shares
held by long-term investors may be diluted. The Boards of
Trustees of the Funds (collectively, the Board) have adopted
policies and procedures designed to discourage excessive or
short-term trading of Fund shares for all Funds except the money
market funds. However, there is the risk that these Funds
policies and procedures will prove ineffective in whole or in
part to detect or prevent excessive or short-term trading. These
Funds may alter their policies at any time without prior notice
to shareholders if the adviser believes the change would be in
the best interests of long-term shareholders.
Invesco and certain of its corporate affiliates (Invesco and
such affiliates, collectively, the Invesco Affiliates) currently
use the following tools designed to discourage excessive
short-term trading in the retail Funds:
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Trade activity monitoring.
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Trading guidelines.
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Purchase blocking.
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The use of fair value pricing consistent with procedures
approved by the Board.
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Each of these tools is described in more detail below. Although
these tools are designed to discourage excessive short-term
trading, you should understand that none of these tools alone
nor all of them taken together eliminate the possibility that
excessive short-term trading activity in the Funds will occur.
Moreover, each of these tools involves judgments that are
inherently subjective. Invesco Affiliates seek to make these
judgments to the best of their abilities in a manner that they
believe is consistent with long-term shareholder interests.
Money Market Funds.
The Board of Invesco Money
Market Fund, Invesco Tax-Exempt Cash Fund, Premier Portfolio,
Premier Tax-Exempt Portfolio and Premier U.S. Government
Money Portfolio (the money market funds) has not adopted any
policies and procedures that would limit frequent purchases and
redemptions of such Funds shares. The Board considered the
risks of not having a specific policy that limits frequent
purchases and redemptions, and determined that those risks were
minimal. Nonetheless, to the extent that a money market fund
must maintain additional cash
and/or
securities with short-term durations in greater amounts than may
otherwise be required or borrow to honor redemption requests,
the money market funds yield could be negatively impacted.
The Board does not believe that it is appropriate to adopt any
such policies and procedures for the money market funds for the
following reasons:
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The money market funds are offered to investors as cash
management vehicles; investors must perceive an investment in
such Funds as an alternative to cash, and must be able to
purchase and redeem shares regularly and frequently.
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One of the advantages of a money market fund as compared to
other investment options is liquidity. Any policy that
diminishes the liquidity of the money market funds will be
detrimental to the continuing operations of such Funds.
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The money market funds portfolio securities are valued on
the basis of amortized cost, and such Funds seek to maintain a
constant net asset value. As a result, there are no price
arbitrage opportunities.
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Because the money market funds seek to maintain a constant net
asset value, investors expect to receive upon redemption the
amount they originally invested in such Funds.
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Trade Activity
Monitoring
Invesco Affiliates monitor selected trades on a daily basis in
an effort to detect excessive short-term trading activities. If,
as a result of this monitoring, Invesco Affiliates believe that
a shareholder has engaged in excessive short-term trading, they
will seek to act in a manner that they believe is consistent
with the best interests of long-term investors, which may
include taking steps such as (i) asking the shareholder to
take action to stop such activities or (ii) refusing to
process future purchases or exchanges related to such activities
in the shareholders accounts other than exchanges into a
money market Fund. Invesco Affiliates will use reasonable
efforts to apply the Funds policies uniformly given the
practical limitations described above.
The ability of Invesco Affiliates to monitor trades that are
made through accounts that are maintained by intermediaries
(rather than the Funds transfer agent) and through conduit
investment vehicles may be limited.
Trading
Guidelines
If a Fund or an Invesco Affiliate determines, in its sole
discretion, that your short-term trading activity is excessive,
the Fund may, in its sole discretion, reject any additional
purchase and exchange orders.
Purchase Blocking
Policy
The Funds (except those listed below) have adopted a policy
under which any shareholder redeeming shares having a value of
$5,000 or more from a Fund on any trading day will be precluded
from investing in that Fund for 30 calendar days after the
redemption transaction date. The policy applies to redemptions
and purchases that are part of exchange transactions. Under the
purchase blocking policy, certain purchases will not be
prevented and certain redemptions will not trigger a purchase
block, such as: purchases and redemptions of shares having a
value of less than $5,000; systematic purchase, redemption and
exchange account options; transfers of shares within the same
Fund; non-discretionary rebalancing in
fund-of-funds;
asset allocation features; fee-based accounts; account
maintenance fees; small balance account fees; plan-level omnibus
retirement plans or employee benefit plans; death and disability
and hardship distributions; loan transactions; transfers of
assets; retirement plan rollovers; IRA conversions and
re-characterizations; and mandatory distributions from
retirement accounts.
The Funds reserve the right to modify any of the parameters
(including those not listed above) of the purchase blocking
policy at any time. Further, the purchase blocking policy may be
waived with respect to specific shareholder accounts in those
instances where Invesco Advisers, Inc. (Invesco)
determines that its surveillance procedures are adequate to
detect frequent trading in Fund shares.
To the extent that certain systems or intermediaries (such as
investment dealers holding shareholder accounts in street name,
retirement plan record keepers, insurance company separate
accounts and bank trust companies) are unable to apply the
purchase blocking policy, Invesco will work with those system
providers or intermediaries to apply their own procedures,
provided that Invesco believes the procedures are reasonably
designed to enforce the frequent trading policies of the Funds.
You should refer to disclosures provided by the intermediaries
with which you have an account to determine the specific trading
restrictions that apply to you. If Invesco identifies any
activity that may constitute frequent trading, it reserves the
right to contact the intermediary and request that the
intermediary either provide information regarding an account
owners transactions or restrict the account owners
trading. There is no guarantee that all instances of frequent
trading in fund shares will be prevented.
The purchase blocking policy does not apply to Invesco Money
Market Fund, Invesco Tax-Exempt Cash Fund, Premier Portfolio,
Premier Tax-Exempt Portfolio and Premier U.S. Government
Money Portfolio.
Fair Value
Pricing
Securities owned by a Fund are to be valued at current market
value if market quotations are readily available. All other
securities and assets of a Fund for which market quotations are
not readily available are to be valued at fair value determined
in good faith using procedures approved by the Board. An effect
of fair value pricing may be to reduce the ability of frequent
traders to take advantage of arbitrage opportunities resulting
from potentially stale prices of portfolio holdings.
However, it cannot eliminate the possibility of frequent trading.
A-10 The
Invesco Funds
Pricing
of Shares
Determination of
Net Asset Value
The price of each Funds shares is the Funds net
asset value per share. The Funds value portfolio securities for
which market quotations are readily available at market value.
The Funds value all other securities and assets for which market
quotations are unavailable or unreliable at their fair value in
good faith using procedures approved by the Board. The Board has
delegated the daily determination of good faith fair value
methodologies to Invescos Valuation Committee, which acts
in accordance with Board approved policies. On a quarterly
basis, Invesco provides the Board various reports indicating the
quality and effectiveness of its fair value decisions on
portfolio holdings. Securities and other assets quoted in
foreign currencies are valued in U.S. dollars based on the
prevailing exchange rates on that day.
Even when market quotations are available, they may be stale or
unreliable because the security is not traded frequently,
trading on the security ceased before the close of the trading
market or issuer specific events occurred after the security
ceased trading or because of the passage of time between the
close of the market on which the security trades and the close
of the NYSE and when the Fund calculates its net asset value.
Issuer specific events may cause the last market quotation to be
unreliable. Such events may include a merger or insolvency,
events which affect a geographical area or an industry segment,
such as political events or natural disasters, or market events,
such as a significant movement in the U.S. market. Where
market quotations are not readily available, including where
Invesco determines that the closing price of the security is
unreliable, Invesco will value the security at fair value in
good faith using procedures approved by the Board. Fair value
pricing may reduce the ability of frequent traders to take
advantage of arbitrage opportunities resulting from potentially
stale prices of portfolio holdings. However, it
cannot eliminate the possibility of frequent trading.
Fair value is that amount that the owner might reasonably expect
to receive for the security upon its current sale. Fair value
requires consideration of all appropriate factors, including
indications of fair value available from pricing services. A
fair value price is an estimated price and may vary from the
prices used by other mutual funds to calculate their net asset
values.
Invesco may use indications of fair value from pricing services
approved by the Board. In other circumstances, the Invesco
Valuation Committee may fair value securities in good faith
using procedures approved by the Board. As a means of evaluating
its fair value process, Invesco routinely compares closing
market prices, the next days opening prices for the
security in its primary market if available, and indications of
fair value from other sources. Fair value pricing methods and
pricing services can change from time to time as approved by the
Board.
Specific types of securities are valued as follows:
Senior Secured Floating Rate Loans and Senior Secured
Floating Rate Debt Securities.
Senior secured floating rate
loans and senior secured floating rate debt securities are fair
valued using evaluated quotes provided by an independent pricing
service. Evaluated quotes provided by the pricing service may
reflect appropriate factors such as market quotes, ratings,
tranche type, industry, company performance, spread, individual
trading characteristics, institution-size trading in similar
groups of securities and other market data.
Domestic Exchange Traded Equity Securities.
Market
quotations are generally available and reliable for domestic
exchange traded equity securities. If market quotations are not
available or are unreliable, Invesco will value the security at
fair value in good faith using procedures approved by the Board.
Foreign Securities.
If market quotations are
available and reliable for foreign exchange traded equity
securities, the securities will be valued at the market
quotations. Because trading hours for certain foreign securities
end before the close of the NYSE, closing market quotations may
become unreliable. If between the time trading ends on a
particular security and the close of the customary trading
session on the NYSE events occur that are significant and may
make the closing price unreliable, the Fund may fair value the
security. If an issuer specific event has occurred that Invesco
determines, in its judgment, is likely to have affected the
closing price of a foreign security, it will price the security
at fair value. Invesco also relies on a screening process from a
pricing vendor to indicate the degree of certainty, based on
historical data, that the closing price in the principal market
where a foreign security trades is not the current market value
as of the close of the NYSE. For foreign securities where
Invesco believes, at the approved degree of certainty, that the
price is not reflective of current market value, Invesco will
use the indication of fair value from the pricing service to
determine the fair value of the security. The pricing vendor,
pricing methodology or degree of certainty may change from time
to time.
Fund securities primarily traded on foreign markets may trade on
days that are not business days of the Fund. Because the net
asset value of Fund shares is determined only on business days
of the Fund, the value of the portfolio securities of a Fund
that invests in foreign securities may change on days when you
will not be able to purchase or redeem shares of the Fund.
Fixed Income Securities.
Government, corporate,
asset-backed and municipal bonds, convertible securities,
including high yield or junk bonds, and loans, normally are
valued on the basis of prices provided by independent pricing
services. Prices provided by the pricing services may be
determined without exclusive reliance on quoted prices, and may
reflect appropriate factors such as institution-size trading in
similar groups of securities, developments related to special
securities, dividend rate, maturity and other market data.
Prices received from pricing services are fair value prices. In
addition, if the price provided by the pricing service and
independent quoted prices are unreliable, the Invesco valuation
committee will fair value the security using procedures approved
by the Board.
Short-term Securities.
Invesco Money Market Fund,
Invesco Tax-Exempt Cash Fund, Premier Portfolio, Premier
Tax-Exempt Portfolio and Premier U.S. Government Money
Portfolio value all their securities at amortized cost. Invesco
Municipal Bond Fund and Invesco Tax-Free Intermediate Fund value
variable rate securities that have an unconditional demand or
put feature exercisable within seven days or less at par, which
reflects the market value of such securities.
Futures and Options.
Futures contracts are valued at
the final settlement price set by the exchange on which they are
principally traded. Options are valued on the basis of market
quotations, if available.
Swap Agreements.
Swap Agreements are fair valued
using an evaluated quote provided by an independent pricing
service. Evaluated quotes provided by the pricing service are
based on a model that may include end of day net present values,
spreads, ratings, industry and company performance.
Open-end Funds.
To the extent a Fund invests in
other open-end Funds, other than open-end Funds that are
exchange traded, the investing Fund will calculate its net asset
value using the net asset value of the underlying fund in which
it invests, and the prospectuses for such open-end Funds explain
the circumstances under which they will use fair value pricing
and the effects of using fair value pricing.
Each Fund, except for Premier Portfolio, Premier Tax-Exempt
Portfolio and Premier U.S. Government Money Portfolio,
determines the net asset value of its shares on each day the
NYSE is open for business (a business day), as of the close of
the customary trading session, or earlier NYSE closing time that
day. Premier Portfolio, Premier Tax-Exempt Portfolio and Premier
U.S. Government Money Portfolio open for business at
8:00 a.m. Eastern Time. Premier Portfolio and Premier
U.S. Government Money Portfolio will generally determine
the net asset value of their shares at 5:30 p.m. Eastern
Time. Premier Tax-Exempt Portfolio will generally determine the
net asset value of its shares at 4:30 p.m. Eastern Time.
Premier Portfolio, Premier Tax-Exempt Portfolio and Premier
U.S. Government Money Portfolio are authorized not to open
for trading
A-11 The
Invesco Funds
on a day that is otherwise a business day if the Federal Reserve
Bank of New York and The Bank of New York Mellon, the
Funds custodian, are not open for business or the
Securities Industry and Financial Markets Association (SIFMA)
recommends that government securities dealers not open for
trading and any such day will not be considered a business day.
Premier Portfolio, Premier Tax-Exempt Portfolio and Premier
U.S. Government Money Portfolio also may close early on a
business day if SIFMA recommends that government securities
dealers close early. If Premier Portfolio, Premier Tax-Exempt
Portfolio or Premier U.S. Government Money Portfolio uses
its discretion to close early on a business day, the Fund will
calculate its net asset value as of the time of such closing.
From time to time and in circumstances deemed appropriate by
Invesco in its sole discretion, each of Premier Portfolio,
Premier Tax-Exempt Portfolio and Premier U.S. Government
Money Portfolio may remain open for business, during customary
business day hours, on a day that the NYSE is closed for
business. In such event, on such day you will be permitted to
purchase or redeem shares of such Funds and net asset values
will be calculated for such Funds.
For financial reporting purposes and shareholder transactions on
the last day of the fiscal quarter, transactions are normally
accounted for on a trade date basis. For purposes of executing
shareholder transactions in the normal course of business (other
than shareholder transactions at a fiscal period-end), each
Funds portfolio securities transactions are recorded no
later than the first business day following the trade date.
The Invesco Balanced-Risk Allocation Fund and Invesco
Balanced-Risk Commodity Strategy Fund may each invest up to 25%
of their total assets in shares of their respective subsidiaries
(the Subsidiaries). The Subsidiaries offer to redeem all or a
portion of their shares at the current net asset value per share
every regular business day. The value of shares of the
Subsidiaries will fluctuate with the value of the respective
Subsidiarys portfolio investments. The Subsidiaries price
their portfolio investments pursuant to the same pricing and
valuation methodologies and procedures used by the Funds, which
require, among other things, that each of the Subsidiaries
portfolio investments be
marked-to-market
(that is, the value on each of the Subsidiaries books
changes) each business day to reflect changes in the market
value of the investment.
Timing of
Orders
For Funds other than Premier Portfolio, Premier Tax-Exempt
Portfolio and Premier U.S. Government Money Portfolio, you
can purchase or redeem shares on each business day prior to the
close of the customary trading session or any earlier NYSE
closing time that day. For Funds other than Premier Portfolio,
Premier Tax-Exempt Portfolio and Premier U.S. Government
Money Portfolio, purchase orders that are received and accepted
before the close of the customary trading session or any earlier
NYSE closing time on a business day generally are processed that
day and settled on the next business day.
For Premier Portfolio, Premier Tax-Exempt Portfolio and Premier
U.S. Government Money Portfolio, you can purchase or redeem
shares on each business day, prior to the Funds net asset
value determination on such business day; however, if your order
is received and accepted after the close of the customary
trading session or any earlier NYSE closing time that day, your
order generally will be processed on the next business day and
settled on the second business day following the receipt and
acceptance of your order.
For all Funds, you can exchange shares on each business day,
prior to the close of the customary trading session or any
earlier NYSE closing time that day. Shareholders of Premier
Portfolio, Premier Tax-Exempt Portfolio and Premier
U.S. Government Money Portfolio therefore cannot exchange
their shares after the close of the customary trading session or
any earlier NYSE closing time on a particular day, even though
these Funds remain open after such closing time.
The Funds price purchase, exchange and redemption orders at the
net asset value calculated after the transfer agent receives an
order in good order. Any applicable sales charges are applied at
the time an order is processed. A Fund may postpone the right of
redemption only under unusual circumstances, as allowed by the
Securities and Exchange Commission, such as when the NYSE
restricts or suspends trading.
Taxes
A Fund intends to qualify each year as a regulated investment
company and, as such, is not subject to entity-level tax on the
income and gain it distributes to shareholders. If you are a
taxable investor, dividends and distributions you receive from a
Fund generally are taxable to you whether you reinvest
distributions in additional Fund shares or take them in cash.
Every year, you will be sent information showing the amount of
dividends and distributions you received from a Fund during the
prior calendar year. In addition, investors in taxable accounts
should be aware of the following basic tax points as
supplemented below where relevant:
Fund Tax
Basics
|
|
n
|
A Fund earns income generally in the form of dividends or
interest on its investments. This income, less expenses incurred
in the operation of a Fund, constitutes the Funds net
investment income from which dividends may be paid to you. If
you are a taxable investor, distributions of net investment
income generally are taxable to you as ordinary income.
|
n
|
Distributions of net short-term capital gains are taxable to you
as ordinary income. A Fund with a high portfolio turnover rate
(a measure of how frequently assets within a Fund are bought and
sold) is more likely to generate short-term capital gains than a
Fund with a low portfolio turnover rate.
|
n
|
Distributions of net long-term capital gains are taxable to you
as long-term capital gains no matter how long you have owned
your Fund shares.
|
n
|
If you are an individual and meet certain holding period
requirements, a portion of income dividends paid to you by a
Fund may be designated as qualified dividend income eligible for
taxation at long-term capital gain rates. These reduced rates
generally are available (through 2012) for dividends
derived from a Funds investment in stocks of domestic
corporations and qualified foreign corporations. In the case of
a Fund that invests primarily in debt securities, either none or
only a nominal portion of the dividends paid by the Fund will be
eligible for taxation at these reduced rates.
|
n
|
Distributions declared to shareholders with a record date in
Decemberif paid to you by the end of Januaryare
taxable for federal income tax purposes as if received in
December.
|
n
|
Any long-term or short-term capital gains realized on sale or
redemption of your Fund shares will be subject to federal income
tax. For tax purposes an exchange of your shares for shares of
another Fund is the same as a sale. Your gain or loss is
calculated by subtracting from the gross proceeds your cost
basis. Gross proceeds and, for shares acquired on or after
January 1, 2012 and disposed of after that date, cost basis
will be reported to you and the Internal Revenue Service (IRS).
Cost basis will be calculated using the Funds default
method of average cost, unless you instruct the Fund to use a
different calculation method. As a service to you, the Fund will
continue to provide to you (but not the IRS) cost basis
information for shares acquired before 2012, when available,
using the average cost method. Shareholders should carefully
review the cost basis information provided by a Fund and make
any additional basis, holding period or other adjustments that
are required when reporting these amounts on their federal
income tax returns. If you hold your Fund shares through a
broker (or other nominee), please contact that broker (nominee)
with respect to reporting of cost basis and available elections
for your account. For more information about the cost basis
methods offered by Invesco, please refer to the Tax Center
located under the Accounts & Services menu of our
website at www.Invesco.com/us.
|
n
|
At the time you purchase your Fund shares, the Funds net
asset value may reflect undistributed income, undistributed
capital gains, or net
|
A-12 The
Invesco Funds
|
|
|
unrealized appreciation in value of portfolio securities held by
the Fund. A subsequent distribution to you of such amounts,
although constituting a return of your investment, would be
taxable. This is sometimes referred to as buying a
dividend.
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|
|
n
|
By law, if you do not provide a Fund with your proper taxpayer
identification number and certain required certifications, you
may be subject to backup withholding on any distributions of
income, capital gains, or proceeds from the sale of your shares.
A Fund also must withhold if the IRS instructs it to do so. When
withholding is required, the amount will be 28% of any
distributions or proceeds paid (for distributions and proceeds
paid after December 31, 2012, the rate is scheduled to rise to
31% unless the 28% rate is extended or made permanent).
|
n
|
You will not be required to include the portion of dividends
paid by the Fund derived from interest on U.S. government
obligations in your gross income for purposes of personal and,
in some cases, corporate income taxes in many state and local
tax jurisdictions. The percentage of dividends that constitutes
dividends derived from interest on federal obligations will be
determined annually. This percentage may differ from the actual
percentage of interest received by the Fund on federal
obligations for the particular days on which you hold shares.
|
n
|
For taxable years beginning after December 31, 2012, an
additional 3.8% Medicare tax will be imposed on certain net
investment income (including ordinary dividends and capital gain
distributions received from a Fund and net gains from
redemptions or other taxable dispositions of Fund shares) of
U.S. individuals, estates and trusts to the extent that such
persons modified adjusted gross income (in the
case of an individual) or adjusted gross income (in
the case of an estate or trust) exceeds a threshold amount.
|
n
|
Fund distributions and gains from sale or exchange of your Fund
shares generally are subject to state and local income taxes.
|
n
|
If a Fund qualifies to pass through to you the tax benefits from
foreign taxes it pays on its investments, and elects to do so,
then any foreign taxes it pays on these investments may be
passed through to you as a foreign tax credit. You will then be
required to include your pro-rata share of these taxes in gross
income, even though not actually received by you, and will be
entitled either to deduct your share of these taxes in computing
your taxable income, or to claim a foreign tax credit for these
taxes against your U.S. federal income tax.
|
n
|
Foreign investors should be aware that U.S. withholding,
special certification requirements to avoid U.S. backup
withholding and claim any treaty benefits and estate taxes may
apply to an investment in a Fund.
|
The above discussion concerning the taxability of Fund dividends
and distributions and of redemptions and exchanges of Fund
shares is inapplicable to investors that generally are exempt
from federal income tax, such as retirement plans that are
qualified under Section 401 and 403 of the Code and
individual retirement accounts (IRAs) and Roth IRAs.
Tax-Exempt and
Municipal Funds
|
|
n
|
You will not be required to include the
exempt-interest portion of dividends paid by the
Fund in your gross income for federal income tax purposes. You
will be required to report the receipt of exempt-interest
dividends and other tax-exempt interest on your federal income
tax returns. The percentage of dividends that constitutes
exempt-interest dividends will be determined annually. This
percentage may differ from the actual percentage of exempt
interest received by the Fund for the particular days in which
you hold shares.
|
n
|
A Fund may invest in municipal securities the interest on which
constitutes an item of tax preference and could give rise to a
federal alternative minimum tax liability for you, unless such
municipal securities were issued in 2009 or 2010.
|
n
|
Exempt-interest dividends from interest earned on municipal
securities of a state, or its political subdivisions, generally
are exempt from that states personal income tax. Most
states, however, do not grant tax-free treatment to interest
from municipal securities of other states.
|
n
|
A Fund may invest a portion of its assets in securities that pay
income that is not tax-exempt. To the extent that dividends paid
by a Fund are derived from taxable investments or realized
capital gains, they will be taxable as ordinary income or
long-term capital gains.
|
n
|
A Fund may distribute to you any market discount and net
short-term capital gains from the sale of its portfolio
securities. If you are a taxable investor, Fund distributions
from this income are taxable to you as ordinary income, and
generally will neither qualify for the dividends received
deduction in the case of corporate shareholders nor as qualified
dividend income subject to reduced rates of taxation in the case
of noncorporate shareholders.
|
n
|
Exempt-interest dividends from a Fund are taken into account
when determining the taxable portion of your social security or
railroad retirement benefits, may be subject to state and local
income taxes, may affect the deductibility of interest on
certain indebtedness, and may have other collateral federal
income tax consequences for you.
|
n
|
There are risks that: (a) a security issued as tax-exempt
may be reclassified by the IRS or a state tax authority as
taxable
and/or
(b) future legislative, administrative or court actions
could adversely impact the qualification of income from a
tax-exempt security as tax-free. Such reclassifications or
actions could cause interest from a security to become taxable,
possibly retroactively, subjecting you to increased tax
liability. In addition, such reclassifications or actions could
cause the value of a security, and therefore, the value of the
Funds shares, to decline.
|
Money Market
Funds
|
|
n
|
A Fund does not anticipate realizing any long-term capital gains.
|
n
|
Because a Fund expects to maintain a stable net asset value of
$1.00 per share, investors should not have any gain or loss on
sale or exchange of Fund shares.
|
Real Estate
Funds
|
|
n
|
Because of noncash expenses such as property
depreciation, the cash flow of a REIT that owns properties will
exceed its taxable income. The REIT, and in turn a Fund, may
distribute this excess cash to shareholders. Such a distribution
is classified as a return of capital. Return-of capital
distributions generally are not taxable to you. Your cost basis
in your Fund shares will be decreased by the amount of any
return of capital. Any return of capital distributions in excess
of your cost basis will be treated as capital gains.
|
n
|
Dividends paid to shareholders from the Funds investments
in U.S. REITs generally will not qualify for taxation at
long-term capital gain rates applicable to qualified dividend
income.
|
n
|
The Fund may derive excess inclusion income from
certain equity interests in mortgage pooling vehicles either
directly or through an investment in a U.S. REIT. Please
see the SAI for a discussion of the risks and special tax
consequences to shareholders in the event the Fund realizes
excess inclusion income in excess of certain threshold amounts.
|
n
|
The Funds foreign shareholders should see the SAI for a
discussion of the risks and special tax consequences to them
from a sale of a U.S. real property interest by a REIT in which
the Fund invests.
|
Invesco
Balanced-Risk Allocation Fund and Invesco Balanced-Risk
Commodity Strategy Fund
|
|
n
|
The Funds strategies of investing in derivatives and
financially-linked instruments whose performance is expected to
correspond to the fixed income, equity and commodity markets may
cause the Funds to recognize more ordinary income and short-term
capital gains taxable as ordinary income than would be the case
if the Funds invested directly in debt instruments, stocks and
commodities.
|
A-13 The
Invesco Funds
|
|
n
|
The Funds must meet certain requirements under the Code for
favorable tax treatment as a regulated investment company,
including asset diversification and income requirements. The
Funds intend to treat the income each derives from
commodity-linked notes and their respective Subsidiary as
qualifying income. If, contrary to a number of private letter
rulings (PLRs) issued by the IRS, the IRS were to determine such
income is non qualifying, a Fund might fail to satisfy the
income requirement. In lieu of disqualification, the Funds are
permitted to pay a tax for certain failures to satisfy the asset
diversification or income requirements, which, in general, are
limited to those due to reasonable cause and not willful neglect
for taxable years of the Fund with respect to which the extended
due date of the return is after December 22, 2010. The
Funds intend to limit their investments in their respective
Subsidiary to no more than 25% of the value of each Funds
total assets in order to satisfy the asset diversification
requirement.
|
n
|
The Invesco Balanced-Risk Allocation Fund and the Invesco
Balanced-Risk Commodity Strategy Fund each have received a PLR
from the IRS holding that income from a form of commodity-linked
note is qualifying income. The Invesco Balanced-Risk Allocation
Fund also has received a PLR from the IRS confirming that income
derived by the Fund from its Subsidiary is qualifying income.
The Invesco Balanced-Risk Commodity Strategy Fund has applied to
the IRS for a PLR relating to its Subsidiary. However, the IRS
has suspended issuance of any further PLRs pending a review of
its position.
|
Invesco Emerging
Market Local Currency Debt Fund
|
|
n
|
The Fund may realize gains from the sale or other disposition of
foreign currencies (including but not limited to gains from
options, futures or forward contracts) derived from investing in
securities or foreign currencies. The U.S. Treasury Department
is authorized to issue regulations on whether the realization of
such foreign currency gains is qualified income for the Fund. If
such regulations are issued, the Fund may not qualify as a
regulated investment company and/or the Fund may change its
investment policy. As of the date of this prospectus, no
regulations have been issued pursuant to this authorization. It
is possible, however, that such regulations may be issued in the
future. Additionally, the IRS has not issued any guidance on how
to apply the asset diversification test to such foreign currency
positions. Thus, the IRS determination as to how to treat
such foreign currency positions for purposes of satisfying the
asset diversification test might differ from that of the Fund,
resulting in the Funds failure to qualify as a regulated
investment company. In lieu of disqualification, the Fund is
permitted to pay a tax for certain failures to satisfy the asset
diversification or income requirements, which, in general, are
limited to those due to reasonable cause and not willful neglect
for taxable years of the Fund with respect to which the extended
due date of the return is after December 22, 2010.
|
This discussion of Taxes is for general
information only and not tax advice. All investors should
consult their own tax advisers as to the federal, state, local
and foreign tax provisions applicable to them.
Payments
to Financial Intermediaries
The financial adviser or intermediary through which you purchase
your shares may receive all or a portion of the sales charges
and distribution fees discussed above. In addition to those
payments, Invesco Distributors and other Invesco Affiliates, may
make additional cash payments to financial intermediaries in
connection with the promotion and sale of shares of the Funds.
These additional cash payments may include cash payments and
other payments for certain marketing and support services.
Invesco Affiliates make these payments from their own resources,
from Invesco Distributors retention of initial sales
charges and from payments to Invesco Distributors made by the
Funds under their
12b-1
plans.
In the context of this prospectus, financial
intermediaries include any broker, dealer, bank (including
bank trust departments), registered investment adviser,
financial planner, retirement plan administrator, insurance
company and any other financial intermediary having a selling,
administration or similar agreement with Invesco Affiliates.
Invesco Affiliates make payments as incentives to certain
financial intermediaries to promote and sell shares of the
Funds. The benefits Invesco Affiliates receive when they make
these payments include, among other things, placing the Funds on
the financial intermediarys funds sales system, and access
(in some cases on a preferential basis over other competitors)
to individual members of the financial intermediarys sales
force or to the financial intermediarys management. These
payments are sometimes referred to as shelf space
payments because the payments compensate the financial
intermediary for including the Funds in its fund sales system
(on its sales shelf). Invesco Affiliates compensate
financial intermediaries differently depending typically on the
level
and/or
type of considerations provided by the financial intermediary.
The payments Invesco Affiliates make may be calculated based on
sales of shares of the Funds (Sales-Based Payments), in which
case the total amount of such payments shall not exceed 0.25% of
the public offering price of all shares sold by the financial
intermediary during the particular period. Payments may also be
calculated based on the average daily net assets of the
applicable Funds attributable to that particular financial
intermediary (Asset-Based Payments), in which case the total
amount of such cash payments shall not exceed 0.25% per annum of
those assets during a defined period. Sales-Based Payments
primarily create incentives to make new sales of shares of the
Funds and Asset-Based Payments primarily create incentives to
retain previously sold shares of the Funds in investor accounts.
Invesco Affiliates may pay a financial intermediary either or
both Sales-Based Payments and Asset-Based Payments.
Invesco Affiliates are motivated to make these payments as they
promote the sale of Fund shares and the retention of those
investments by clients of financial intermediary. To the extent
financial intermediaries sell more shares of the Funds or retain
shares of the Funds in their clients accounts, Invesco
Affiliates benefit from the incremental management and other
fees paid to Invesco Affiliates by the Funds with respect to
those assets.
Invesco Affiliates also may make payments to certain financial
intermediaries for certain administrative services, including
record keeping and
sub-accounting
of shareholder accounts pursuant to a
sub-transfer
agency, omnibus account service or
sub-accounting
agreement. All fees payable by Invesco Affiliates under this
category of services are charged back to the Funds, subject to
certain limitations approved by the Board.
You can find further details in the Funds SAI about these
payments and the services provided by financial intermediaries.
In certain cases these payments could be significant to the
financial intermediary. Your financial adviser may charge you
additional fees or commissions other than those disclosed in
this prospectus. You can ask your financial adviser about any
payments it receives from Invesco Affiliates or the Funds, as
well as about fees
and/or
commissions it charges.
Important
Notice Regarding Delivery of Security Holder Documents
To reduce Fund expenses, only one copy of most shareholder
documents may be mailed to shareholders with multiple accounts
at the same address (Householding). Mailing of your shareholder
documents may be householded indefinitely unless you instruct us
otherwise. If you do not want the mailing of these documents to
be combined with those for other members of your household,
please contact Invesco Investment Services, Inc. at
800-959-4246
or contact your financial institution. We will begin sending you
individual copies for each account within thirty days after
receiving your request.
A-14 The
Invesco Funds
Obtaining
Additional Information
More information may be obtained free of charge upon request.
The SAI, a current version of which is on file with the SEC,
contains more details about the Fund and is incorporated by
reference into this prospectus (is legally a part of this
prospectus). Annual and
semi-annual
reports to shareholders contain additional information about the
Funds investments. The Funds annual report also
discusses the market conditions and investment strategies that
significantly affected the Funds performance during its
last fiscal year. The Fund will also file its complete schedule
of portfolio holdings with the SEC for the 1st and 3rd quarters
of each fiscal year on
Form N-Q.
If you have questions about an Invesco Fund or your account, or
you wish to obtain a free copy of the Funds current SAI,
annual or
semi-annual
reports or
Form N-Q,
please contact us.
|
|
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By Mail:
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|
Invesco Investment Services, Inc.
P.O. Box 219078
Kansas City, MO
64121-9078
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By Telephone:
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(800) 959-4246
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On the Internet:
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|
You can send us a request by
e-mail
or
download prospectuses, SAIs, annual or
semi-annual
reports via our Web site:
www.invesco.com/us
|
You can also review and obtain copies of the Funds SAIs,
annual or
semi-annual
reports,
Forms N-Q
and other information at the SECs Public Reference Room in
Washington, DC; on the EDGAR database on the SECs Web site
(http://www.sec.gov); or, after paying a duplicating fee, by
sending a letter to the SECs Public Reference Section,
Washington, DC
20549-1520
or by sending an electronic mail request to publicinfo@sec.gov.
Please call the SEC at 1-202-551-8090 for information about the
Public Reference Room.
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Invesco Van Kampen Intermediate Term Municipal Income Fund
|
SEC 1940 Act file number: 811-07890
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invesco.com/us
VK-ITMI-PRO-1
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Class: A (VKMMX), B (VMIBX), C (VMICX), Y (VMIIX)
Invesco
Van Kampen Municipal Income Fund
Invesco Van Kampen Municipal Income Funds investment
objective is to provide investors with a high level of current
income exempt from federal income tax, consistent with
preservation of capital.
As with all other mutual fund securities, the Securities and
Exchange Commission (SEC) has not approved or disapproved these
securities or determined whether the information in this
prospectus is adequate or accurate. Anyone who tells you
otherwise is committing a crime.
An investment in the Fund:
n
is
not FDIC insured;
n
may
lose value; and
n
is
not guaranteed by a bank.
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1
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3
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5
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The Adviser(s)
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5
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Adviser Compensation
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6
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Portfolio Managers
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6
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6
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Sales Charges
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6
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Distributions
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6
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Dividends
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6
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Capital Gains Distributions
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6
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6
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7
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Shareholder Account Information
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A-1
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Choosing a Share Class
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A-1
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Share Class Eligibility
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A-2
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Distribution and Service (12b-1) Fees
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A-3
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Initial Sales Charges (Class A Shares Only)
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A-3
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Contingent Deferred Sales Charges (CDSCs)
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A-4
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Purchasing Shares
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A-6
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Redeeming Shares
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A-7
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Exchanging Shares
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A-9
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Rights Reserved by the Funds
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A-9
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Excessive Short-Term Trading Activity (Market Timing) Disclosures
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A-9
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Pricing of Shares
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A-11
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Taxes
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A-12
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Payments to Financial Intermediaries
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A-14
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Important Notice Regarding Delivery of Security Holder Documents
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A-14
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Obtaining Additional Information
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Back Cover
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Invesco
Van Kampen Municipal Income Fund
Investment
Objective(s)
The Funds investment objective is to provide investors
with a high level of current income exempt from federal income
tax, consistent with preservation of capital.
Fees
and Expenses of the Fund
This table describes the fees and expenses that you may pay if
you buy and hold shares of the Fund. You may qualify for sales
charge discounts if you and your family invest, or agree to
invest in the future, at least $50,000 in the Invesco Funds.
More information about these and other discounts is available
from your financial professional and in the section
Shareholder Account InformationInitial Sales Charges
(Class A Shares Only) on page A-3 of the
prospectus and the section Purchase, Redemption and
Pricing of SharesPurchase and Redemption of Shares
on
page L-1
of the statement of additional information (SAI).
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Shareholder Fees
(fees paid directly from your
investment)
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Class:
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A
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B
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C
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Y
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Maximum Sales Charge (Load) Imposed on Purchases (as a
percentage of offering price)
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4.75
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%
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None
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None
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None
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Maximum Deferred Sales Charge (Load) (as a percentage of
original purchase price or redemption proceeds, whichever is
less)
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None
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5.00
|
%
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1.00
|
%
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None
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Annual Fund Operating Expenses
(expenses that you pay
each year as a percentage of the value of your investment)
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Class:
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A
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B
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C
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Y
|
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Management Fees
|
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0.47
|
%
|
|
|
0.47
|
%
|
|
|
0.47
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%
|
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|
0.47
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%
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|
Distribution
and/or
Service (12b-1) Fees
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0.25
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1.00
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1.00
|
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None
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Total Other Expenses
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0.18
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0.18
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0.18
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0.18
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Other Expenses
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0.11
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0.11
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0.11
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0.11
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Interest Expenses
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0.07
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0.07
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0.07
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0.07
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Total Annual Fund Operating Expenses
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0.90
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1.65
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1.65
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0.65
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Example.
This Example is intended to help you
compare the cost of investing in the Fund with the cost of
investing in other mutual funds.
The Example assumes that you invest $10,000 in the Fund for the
time periods indicated and then redeem all of your shares at the
end of those periods. The Example also assumes that your
investment has a 5% return each year and that the Funds
operating expenses remain the same. Although your actual costs
may be higher or lower, based on these assumptions your costs
would be:
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|
|
|
|
|
|
|
|
1 Year
|
|
3 Years
|
|
5 Years
|
|
10 Years
|
|
|
|
Class A
|
|
$
|
562
|
|
|
$
|
748
|
|
|
$
|
950
|
|
|
$
|
1,530
|
|
|
|
|
Class B
|
|
$
|
668
|
|
|
$
|
820
|
|
|
$
|
1,097
|
|
|
$
|
1,754
|
|
|
|
|
Class C
|
|
$
|
268
|
|
|
$
|
520
|
|
|
$
|
897
|
|
|
$
|
1,955
|
|
|
|
|
Class Y
|
|
$
|
66
|
|
|
$
|
208
|
|
|
$
|
362
|
|
|
$
|
810
|
|
|
|
|
You would pay the following expenses if you did not redeem your
shares:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 Year
|
|
3 Years
|
|
5 Years
|
|
10 Years
|
|
|
|
Class A
|
|
$
|
562
|
|
|
$
|
748
|
|
|
$
|
950
|
|
|
$
|
1,530
|
|
|
|
|
Class B
|
|
$
|
168
|
|
|
$
|
520
|
|
|
$
|
897
|
|
|
$
|
1,754
|
|
|
|
|
Class C
|
|
$
|
168
|
|
|
$
|
520
|
|
|
$
|
897
|
|
|
$
|
1,955
|
|
|
|
|
Class Y
|
|
$
|
66
|
|
|
$
|
208
|
|
|
$
|
362
|
|
|
$
|
810
|
|
|
|
|
Portfolio Turnover.
The Fund pays transaction costs,
such as commissions, when it buys and sells securities (or
turns over its portfolio). A higher portfolio
turnover rate may indicate higher transaction costs and may
result in higher taxes when Fund shares are held in a taxable
account. These costs, which are not reflected in annual fund
operating expenses or in the example, affect the Funds
performance. During the most recent fiscal year, the Funds
portfolio turnover rate was 15% of the average value of its
portfolio.
Principal
Investment Strategies of the Fund
Under normal market conditions, the Fund invests at least 80% of
its net assets (plus any borrowings for investment purposes) in
municipal securities at the time of investment. In complying
with this 80% investment requirement, the Fund may include
synthetic securities that have economic characteristics similar
to the Funds direct investments that are counted toward
the 80% investment requirement. In addition, under normal market
conditions, the Funds investment adviser, Invesco
Advisers, Inc. (the Adviser), seeks to achieve the Funds
investment objective by investing at least 80% of the
Funds total assets in a portfolio of municipal securities
that are investment grade at the time of purchase.
Under normal market conditions, up to 20% of the Funds
total assets may consist of municipal securities rated below
investment grade (but not rated lower than B- by Standard and
Poors (S&P) or B3 by Moodys Investors Service,
Inc. (Moodys)) or unrated municipal securities determined
by the Adviser to be of comparable quality at the time of
purchase. Securities rated below BBB- by S&P, below Baa by
Moodys or an equivalent rating by another nationally
recognized statistical rating organization, or unrated
securities of comparable quality are regarded as below
investment grade and are commonly referred to as junk bonds and
involve greater risks than investments in higher-grade
securities.
The Fund invests in a broad range of municipal securities
represented by many localities, states, regions and economies.
In selecting securities for investment, the Adviser uses a
balanced credit strategy that emphasizes investment grade
municipal securities in combination with municipal securities
below investment grade. The Adviser believes that such an
investment strategy allows the Fund to pursue an enhanced yield
providing for higher income while maintaining an investment
grade quality average portfolio for capital preservation.
Portfolio securities are typically sold when the Advisers
assessments of such securities materially change.
The Fund may invest all or a substantial portion of its assets
in municipal securities that are subject to the federal
alternative minimum tax. The Fund may purchase and sell
securities on a when-issued or delayed delivery basis.
Principal
Risks of Investing in the Fund
As with any mutual fund investment, loss of money is a risk of
investing. An investment in the Fund is not a deposit in a bank
and is not insured or guaranteed by the Federal Deposit
Insurance Corporation or any other government agency. The risks
associated with an investment in the Fund can increase during
times of significant market volatility. The principal risks of
investing in the Fund are:
Alternative Minimum Tax Risk.
All or a portion of the
Funds otherwise tax-exempt income may be taxable to those
shareholders subject to the federal alternative minimum tax.
Call Risk.
If interest rates fall, it is possible that
issuers of securities with high interest rates will prepay or
call their securities before their maturity dates. In this
event, the proceeds from the called securities would likely be
reinvested by the Fund in securities bearing the new, lower
interest rates, resulting in a possible decline in the
Funds income and distributions to shareholders.
Credit Risk.
The issuer of instruments in which the Fund
invests may be unable to meet interest
and/or
principal payments, thereby causing its instruments to decrease
in value and lowering the issuers credit rating.
1 Invesco
Van Kampen Municipal Income Fund
High Yield Bond (Junk Bond) Risk.
Junk bonds involve a
greater risk of default or price changes due to changes in the
credit quality of the issuer. The values of junk bonds fluctuate
more than those of high-quality bonds in response to company,
political, regulatory or economic developments. Values of junk
bonds can decline significantly over short periods of time.
Income Risk.
The income you receive from the Fund is
based primarily on prevailing interest rates, which can vary
widely over the short and long term. If interest rates drop,
your income from the Fund may drop as well.
Interest Rate Risk.
Interest rate risk refers to the risk
that bond prices generally fall as interest rates rise;
conversely, bond prices generally rise as interest rates fall.
Specific bonds differ in their sensitivity to changes in
interest rates depending on their individual characteristics,
including duration.
Liquidity Risk.
The Fund may hold illiquid securities
that it is unable to sell at the preferred time or price and
could lose its entire investment in such securities.
Management Risk.
The investment techniques and risk
analysis used by the Funds portfolio managers may not
produce the desired results.
Market Risk.
The prices of and the income generated by
the Funds securities may decline in response to, among
other things, investor sentiment; general economic and market
conditions; regional or global instability; and currency and
interest rate fluctuations.
Medium and Lower-Grade Municipal Securities Risk.
Securities which are in the medium- and lower-grade categories
generally offer higher yields than are offered by higher-grade
securities of similar maturity, but they also generally involve
more volatility and greater risks, such as greater credit risk,
market risk, liquidity risk, management risk, and regulatory
risk. Furthermore, many medium- and lower-grade securities are
not listed for trading on any national securities exchange and
many issuers of medium- and lower-grade securities choose not to
have a rating assigned to their obligations by any nationally
recognized statistical rating organization. As a result, the
Funds portfolio may consist of a higher portion of
unlisted or unrated securities as compared with an investment
company that invests solely in higher-grade securities. Unrated
securities are usually not as attractive to as many buyers as
are rated securities, a factor which may make unrated securities
less marketable. These factors may have the effect of limiting
the availability of the securities for purchase by the Fund and
may also limit the ability of the Fund to sell such securities
at their fair value either to meet redemption requests or in
response to changes in the economy or the financial markets.
Municipal Issuer Focus Risk.
The Fund generally considers
investments in municipal securities not to be subject to
industry concentration policies (issuers of municipal securities
as a group is not an industry) and the Fund may invest in
municipal securities issued by entities having similar
characteristics. The issuers may be located in the same
geographic area or may pay their interest obligations from
revenue of similar projects, such as hospitals, airports,
utility systems and housing finance agencies. This may make the
Funds investments more susceptible to similar social,
economic, political or regulatory occurrences. As the similarity
in issuers increases, the potential for fluctuation in the
Funds net asset value also increases.
Municipal Securities Risk.
The Fund may invest in
municipal securities. Constitutional amendments, legislative
enactments, executive orders, administrative regulations, voter
initiatives, and the issuers regional economic conditions
may affect the municipal securitys value, interest
payments, repayment of principal and the Funds ability to
sell it. Failure of a municipal security issuer to comply with
applicable tax requirements may make income paid thereon
taxable, resulting in a decline in the securitys value. In
addition, there could be changes in applicable tax laws or tax
treatments that reduce or eliminate the current federal income
tax exemption on municipal securities or otherwise adversely
affect the current federal or state tax status of municipal
securities.
Reinvestment Risk.
Reinvestment risk is the risk that a
bonds cash flows (coupon income and principal repayment)
will be reinvested at an interest rate below that on the
original bond.
Synthetic Securities Risk.
Fluctuations in the values of
synthetic securities may not correlate perfectly with the
instruments they are designed to replicate. Synthetic securities
may be subject to interest rate changes, market price
fluctuations, counterparty risk and liquidity risk.
Zero Coupon or
Pay-In-Kind
Securities Risk.
The value, interest rates, and liquidity of
non-cash paying instruments, such as zero coupon and
pay-in-kind
securities, are subject to greater fluctuation than other types
of securities.
Performance
Information
The bar chart and performance table provide an indication of the
risks of investing in the Fund. The bar chart shows changes in
the performance of the Fund from year to year as of
December 31. The performance table compares the Funds
and Van Kampen Municipal Income Funds (the predecessor
fund) performance to that of a broad-based securities market
benchmark/style-specific benchmark. The Funds and the
predecessor funds past performance (before and after
taxes) is not necessarily an indication of its future
performance.
The returns shown prior to June 1, 2010 are those of the
Class A, Class B, Class C and Class I Shares
of the predecessor fund. The predecessor fund was advised by Van
Kampen Asset Management. Class A, Class B,
Class C and Class I shares of the predecessor fund
were reorganized into Class A, Class B, Class C
and Class Y shares, respectively, of the Fund on
June 1, 2010. Class A, Class B, Class C and
Class Y shares returns of the Fund will be different
from the predecessor fund as they have different expenses.
Predecessor fund performance for Class A and Class B
shares has been restated to reflect the Funds applicable
sales charge.
Updated performance information is available on the Funds
Web site at www.invesco.com/us.
Annual Total
Returns
The bar chart does not reflect sales loads. If it did, the
annual total returns shown would be lower.
Class A shares year to date (ended March 31, 2012): 2.68%
Best Quarter (ended September 30, 2009): 11.97%
Worst Quarter (ended December 31, 2008): -9.68%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average Annual Total Returns
(for the periods ended
December 31, 2011)
|
|
|
|
1
|
|
5
|
|
10
|
|
Since
|
|
|
Year
|
|
Years
|
|
Years
|
|
Inception
|
|
Class A shares: Inception (08/01/90)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Return Before Taxes
|
|
|
5.65
|
%
|
|
|
2.06
|
%
|
|
|
3.78
|
%
|
|
|
|
|
Return After Taxes on Distributions
|
|
|
5.65
|
|
|
|
2.05
|
|
|
|
3.77
|
|
|
|
|
|
Return After Taxes on Distributions and Sale of Fund Shares
|
|
|
5.37
|
|
|
|
2.43
|
|
|
|
3.90
|
|
|
|
|
|
|
Class B shares: Inception (08/24/92)
|
|
|
5.11
|
|
|
|
1.95
|
|
|
|
3.66
|
|
|
|
|
|
|
Class C shares: Inception (08/13/93)
|
|
|
9.04
|
|
|
|
2.27
|
|
|
|
3.51
|
|
|
|
|
|
|
Class Y shares: Inception (08/12/05)
|
|
|
11.28
|
|
|
|
3.31
|
|
|
|
|
|
|
|
3.77
|
%
|
|
Barclays Municipal Bond Index (reflects no deductions for fees,
expenses or taxes)
|
|
|
10.70
|
|
|
|
5.22
|
|
|
|
5.38
|
|
|
|
|
|
|
After-tax returns are calculated using the historical highest
individual federal marginal income tax rates and do not reflect
the impact of state and local taxes. Actual after-tax returns
depend on an investors tax situation and may differ from
those shown, and after-tax
2 Invesco
Van Kampen Municipal Income Fund
returns shown are not relevant to
investors who hold their Fund shares through tax-deferred
arrangements, such as 401(k) plans or individual retirement
accounts. After-tax returns are shown for Class A shares
only and after-tax returns for other classes will vary.
Management
of the Fund
Investment Adviser: Invesco Advisers, Inc. (the Adviser).
|
|
|
|
|
|
|
Portfolio Managers
|
|
Title
|
|
Length of Service on the Fund
|
|
Thomas Byron
|
|
Portfolio Manager
|
|
|
2010 (predecessor fund 2009
|
)
|
|
Robert Stryker
|
|
Portfolio Manager
|
|
|
2010 (predecessor fund 2005
|
)
|
|
Robert Wimmel
|
|
Portfolio Manager
|
|
|
2010 (predecessor fund 2005
|
)
|
|
Purchase
and Sale of Fund Shares
You may purchase, redeem or exchange shares of the Fund on any
business day through your financial adviser, through our Web
site at www.invesco.com/us, by mail to Invesco Investment
Services, Inc., P.O. Box 219078, Kansas City, MO
64121-9078,
or by telephone at
800-959-4246.
New or additional investments in Class B shares are not
permitted. The minimum investments for Class A, C and Y
shares for Fund accounts are as follows:
|
|
|
|
|
|
|
|
|
|
|
Initial Investment
|
|
Additional Investments
|
Type of Account
|
|
Per Fund
|
|
Per Fund
|
|
Asset or fee-based accounts managed by your financial adviser
|
|
|
None
|
|
|
|
None
|
|
|
Eligible employee benefit plans, SEP, SARSEP and SIMPLE IRA plans
|
|
|
None
|
|
|
|
None
|
|
|
IRAs, Roth IRAs and Coverdell ESA if the new investor is
purchasing shares through a systematic purchase plan
|
|
|
$25
|
|
|
|
$25
|
|
|
All other types of accounts if the investor is purchasing shares
through a systematic purchase plan
|
|
|
$50
|
|
|
|
$50
|
|
|
IRAs, Roth IRAs and Coverdell ESAs
|
|
|
$250
|
|
|
|
$25
|
|
|
All other accounts
|
|
|
$1,000
|
|
|
|
$50
|
|
|
Tax
Information
The Funds distributions primarily are exempt from regular
federal income tax. A portion of these distributions, however,
may be subject to the federal alternative minimum tax and state
and local taxes. The Fund may also make distributions that are
taxable to you as ordinary income or capital gains.
Payments
to Broker-Dealers and Other Financial Intermediaries
If you purchase the Fund through a broker-dealer or other
financial intermediary (such as a bank), the Fund and the
Funds distributor or its related companies may pay the
intermediary for the sale of Fund shares and related services.
These payments may create a conflict of interest by influencing
the broker-dealer or other intermediary and your salesperson or
financial adviser to recommend the Fund over another investment.
Ask your salesperson or financial adviser or visit your
financial intermediarys Web site for more information.
Investment
Objective(s), Strategies, Risks and Portfolio Holdings
Investment
Objective(s)
The Funds investment objective is to provide investors
with a high level of current income exempt from federal income
tax, consistent with preservation of capital. The Funds
investment objective may be changed by the Board of Trustees
(the Board) without shareholder approval.
Principal
Investment Strategies
Under normal market conditions, the Fund invests at least 80% of
its net assets (plus any borrowings for investment purposes) in
municipal securities at the time of investment. The policy
stated in the foregoing sentence is a fundamental policy of the
Fund and may not be changed without shareholder approval of a
majority of the Funds outstanding voting securities, as
defined in the 1940 Act. In complying with this 80% investment
requirement, the Fund may include synthetic securities that have
economic characteristics similar to the Funds direct
investments that are counted toward the 80% investment
requirement. The Fund may invest all or a substantial portion of
its assets in municipal securities that are subject to the
federal alternative minimum tax.
Under normal market conditions, the Adviser seeks to achieve the
Funds investment objective by investing at least 80% of
the Funds total assets in investment grade municipal
securities.
Investment grade securities are: (i) securities rated BBB-
or higher by S&P or Baa or higher by Moodys or an
equivalent rating by another nationally recognized statistical
rating organization, (ii) comparably rated short term
securities or (iii) unrated municipal securities determined
by the Adviser to be of comparable quality at the time of
purchase. Under normal market conditions, the Fund may invest up
to 20% of its total assets in municipal securities below
investment grade. Lower-grade securities are commonly referred
to as junk bonds and involve greater risks than investments in
higher-grade securities. The Fund does not purchase securities
that are in default or rated in categories lower than B- by
S&P or B3 by Moodys or unrated securities of
comparable quality. From time to time, the Fund temporarily may
invest up to 10% of its total assets in tax-exempt money market
funds and such instruments will be treated as investments in
municipal securities. Investments in other mutual funds may
involve duplication of management fees and certain other
expenses.
The Adviser actively manages the Funds portfolio and
adjusts the average maturity and quality of portfolio
investments based upon its expectations about the direction of
interest rates and other economic factors. The Fund buys and
sells municipal securities with a view towards seeking a high
level of current income consistent with preservation of capital.
In selecting securities for investment, the Adviser seeks those
securities that it believes entail reasonable credit risk
considered in relation to the Funds investment policies.
The Adviser may sell securities based on factors such as
degradation in credit quality, a decision to shorten or lengthen
the Funds duration or reducing exposure to a particular
sector or issuer.
The Fund invests in a broad range of municipal securities
represented by many states, regions and economies. In selecting
securities for investment, the Adviser allocates portfolio
assets among various municipalities and adjusts the Funds
exposure to each state or region based on its perception of the
most favorable markets and issuers. As a result, the amount
invested in municipal securities in a particular state or region
will vary in accordance with the Advisers assessments of
the relative income potential of such investments.
The Adviser uses a balanced credit strategy that emphasizes
municipal securities rated investment grade in combination with
higher-yielding, lower-grade municipal securities. The Adviser
believes that such an investment strategy allows the Fund to
pursue an enhanced yield providing for higher income while
maintaining an investment grade quality average portfolio for
capital preservation. The Adviser conducts a credit analysis for
each security considered for investment to evaluate its
attractiveness relative to the level of risk it presents.
Portfolio securities are typically sold when the assessments of
the Adviser regarding such securities materially change.
Municipal securities include debt obligations of states,
territories or possessions of the United States and the District
of Columbia and their political subdivisions, agencies and
instrumentalities, the interest on which, in the opinion of bond
counsel or other counsel to the issuers of such securities, is,
at the time of issuance, exempt from federal income tax.
The principal types of municipal debt securities purchased by
the Fund are revenue obligations and general obligations.
Revenue obligations are
3 Invesco
Van Kampen Municipal Income Fund
usually payable only from the revenues derived from a
particular facility or class of facilities or, in some cases,
from the proceeds of a special excise tax or other specific
revenue source, but not from the general taxing power. Revenue
obligations may include industrial development, pollution
control, public utility, housing, housing, and health care
issues. Under normal market conditions, the Fund invests
primarily in municipal securities classified as revenue bonds.
General obligation securities are secured by the issuers
pledge of its faith, credit and taxing power for the payment of
principal and interest. The Fund may also invest in other types
of municipal securities. To meet its investment objective, the
Fund invests in different types of general obligation and
revenue obligation securities, including fixed and variable rate
securities, municipal notes, variable rate demand notes,
municipal leases, custodial receipts, and participation
certificates.
Municipal notes include tax, revenue and bond anticipation notes
of short maturity, generally less than three years, which are
issued to obtain temporary funds for various public purposes.
Variable rate demand notes are obligations which contain a
floating or variable interest rate adjustment formula and which
are subject to a right of demand for payment of the principal
balance plus accrued interest either at any time or at specified
intervals. The interest rate on a variable rate demand note may
be based on a known lending rate, such as a banks prime
rate, and may be adjusted when such rate changes, or the
interest rate may be a market rate that is adjusted at specified
intervals. The adjustment formula maintains the value of the
variable rate demand note at approximately the par value of such
note at the adjustment date.
Municipal leases are obligations issued by state and local
governments or authorities to finance the acquisition of
equipment and facilities. Certain municipal lease obligations
may include non-appropriation clauses which provide that the
municipality has no obligation to make lease or installment
purchase payments in future years unless money is appropriated
for such purpose on a yearly basis. Custodial receipts are
underwritten by securities dealers or banks and evidence
ownership of future interest payments, principal payments or
both on certain municipal securities. Participation certificates
are obligations issued by state or local governments or
authorities to finance the acquisition of equipment and
facilities. They may represent participations in a lease, an
installment purchase contract or a conditional sales contract.
The Fund may invest in securities not producing immediate cash
income, including zero coupon securities or
pay-in-kind
securities, when their effective yield over comparable
instruments producing cash income make these investments
attractive. Zero coupon securities are debt securities that do
not entitle the holder to any periodic payment of interest prior
to maturity or a specified date when the securities begin paying
current interest. They are issued and traded at a discount from
their face amounts or par value, which discount varies depending
on the time remaining until cash payments begin, prevailing
interest rates, liquidity of the security and the perceived
credit quality of the issuer.
Payment-in-kind
securities are debt securities that pay interest through the
issuance of additional securities.
The Fund may purchase and sell securities on a when-issued and
delayed delivery basis whereby the Fund buys or sells a security
with payment and delivery taking place in the future. The
payment obligation and the interest rate are fixed at the time
the Fund enters into the commitment. No income accrues on such
securities until the date the Fund actually takes delivery of
such securities. These transactions are subject to market risk
as the value or yield of a security at delivery may be more or
less than the purchase price or the yield generally available on
securities when delivery occurs. The Fund will only make
commitments to purchase such securities with the intention of
actually acquiring these securities, but the Fund may sell these
securities prior to settlement if it is deemed advisable. No
specific limitation exists as to the percentage of the
Funds assets which may be used to acquire securities on a
when-issued and delayed delivery basis.
The Fund may invest more than 25% of its total assets in a
segment of the municipal securities market with similar
characteristics if the Adviser determines that the yields
available from obligations in a particular segment justify the
additional risks of a larger investment in such segment. The
Fund may not, however, invest more than 25% of its total assets
in industrial development revenue bonds issued for companies in
the same industry. Sizeable investments in such obligations
could involve increased risk to the Fund should any such issuers
or any such related projects or facilities experience financial
difficulties.
The Fund has no policy limiting its investments in municipal
securities whose issuers are located in the same state. However,
it is not the present intention of the Fund to invest more than
25% of the value of its total assets in issuers located in the
same state. If the Fund were to invest more than 25% of its
total assets in issuers located in the same state, it would be
more susceptible to adverse economic, business or regulatory
conditions in that state.
The Fund may invest up to 15% of its net assets in illiquid
securities and certain restricted securities.
When market conditions dictate a more defensive investment
strategy, the Fund may, on a temporary basis, hold cash or
invest a portion or all of its assets in high-quality,
short-term municipal securities. If such municipal securities
are not available or, in the judgment of the Adviser, do not
afford sufficient protection against adverse market conditions,
the Fund may invest in taxable securities. Such taxable
securities may include securities issued or guaranteed by the
U.S. government, its agencies or instrumentalities, other
investment grade quality income securities, prime commercial
paper, certificates of deposit, bankers acceptances and
other obligations of domestic banks having total assets of at
least $500 million, and repurchase agreements. In taking
such a defensive position, the Fund would temporarily not be
pursuing its principal investment strategies and may not achieve
its investment objective.
The Funds investments in the types of securities described
in this prospectus vary from time to time, and at any time, the
Fund may not be invested in all types of securities described in
this prospectus. Any percentage limitations with respect to
assets of the Fund are applied at the time of purchase.
Risks
Alternative Minimum Tax Risk.
Although the interest
received from municipal securities generally is exempt from
federal income tax, the Fund may invest all or a substantial
portion of its total assets in municipal securities subject to
the federal alternative minimum tax. Accordingly, investment in
the Fund could cause shareholders to be subject to (or result in
an increased liability under) the federal alternative minimum
tax.
Call Risk.
If interest rates fall, it is possible that
issuers of debt securities with high interest rates will prepay
or call their securities before their maturity dates. In this
event, the proceeds from the called securities would likely be
reinvested by the Fund in securities bearing the new, lower
interest rates, resulting in a possible decline in the
Funds income and distributions to shareholders.
Credit Risk.
The issuers of instruments in which the Fund
invests may be unable to meet interest
and/or
principal payments. This risk is increased to the extent the
Fund invests in junk bonds which may cause the Fund to incur
higher expenses to protect its interests. The credit risks and
market prices of lower-grade securities generally are more
sensitive to negative issuer developments, such as reduced
revenues or increased expenditures, or adverse economic
conditions, such as a recession, than are higher-grade
securities. An issuers securities may increase in value if
its financial strength weakens, which may reduce its credit
rating and possibly its ability to meet its contractual
obligations.
High Yield Bond (Junk Bond) Risk.
Compared to higher
quality debt securities, high yield bonds (commonly referred to
as junk bonds) involve a greater risk of default or price
changes due to changes in the credit quality of the issuer
because they are generally unsecured and may be subordinated to
other creditors claims. The values of junk bonds often
4 Invesco
Van Kampen Municipal Income Fund
fluctuate more in response to company, political, regulatory or
economic developments than higher quality bonds. Their values
can decline significantly over short periods of time or during
periods of economic difficulty when the bonds could be difficult
to value or sell at a fair price. Credit ratings on junk bonds
do not necessarily reflect their actual market value.
Income Risk.
The income you receive from the Fund is
based primarily on prevailing interest rates, which can vary
widely over the short- and long-term. If interest rates drop,
your income from the Fund may drop as well.
Interest Rate Risk.
Interest rate risk refers to the risk
that bond prices generally fall as interest rates rise;
conversely, bond prices generally rise as interest rates fall.
Specific bonds differ in their sensitivity to changes in
interest rates depending on their individual characteristics.
One measure of this sensitivity is called duration. The longer
the duration of a particular bond, the greater is its price
sensitivity is to interest rates. Similarly, a longer duration
portfolio of securities has greater price sensitivity. Falling
interest rates may also prompt some issuers to refinance
existing debt, which could affect the Funds performance.
Liquidity Risk.
A security is considered to be illiquid
if the Fund is unable to sell such security at a fair price
within a reasonable amount of time. A security may be deemed
illiquid due to a lack of trading volume in the security or if
the security is privately placed and not traded in any public
market or is otherwise restricted from trading. The Fund may be
unable to sell illiquid securities at the time or price it
desires and could lose its entire investment in such securities.
Further, certain restricted securities require special
registration, liabilities and costs, and pose valuation
difficulties.
Management Risk.
The investment techniques and risk
analysis used by the Funds portfolio managers may not
produce the desired results.
Market Risk.
The prices of and the income generated by
the Funds securities may decline in response to, among
other things, investor sentiment; general economic and market
conditions; regional or global instability; and currency and
interest rate fluctuations.
Medium and Lower-Grade Municipal Securities Risk.
Securities which are in the medium- and lower-grade categories
generally offer higher yields than are offered by higher-grade
securities of similar maturity, but they also generally involve
more volatility and greater risks, such as greater credit risk,
market risk, liquidity risk, management risk, and regulatory
risk. Furthermore, many medium- and lower-grade securities are
not listed for trading on any national securities exchange and
many issuers of medium- and lower-grade securities choose not to
have a rating assigned to their obligations by any nationally
recognized statistical rating organization. As a result, the
Funds portfolio may consist of a higher portion of
unlisted or unrated securities as compared with an investment
company that invests solely in higher-grade securities. Unrated
securities are usually not as attractive to as many buyers as
are rated securities, a factor which may make unrated securities
less marketable. These factors may have the effect of limiting
the availability of the securities for purchase by the Fund and
may also limit the ability of the Fund to sell such securities
at their fair value either to meet redemption requests or in
response to changes in the economy or the financial markets.
Municipal Issuer Focus Risk.
The Fund generally considers
investments in municipal securities not to be subject to
industry concentration policies (issuers of municipal securities
as a group is not an industry) and the Fund may invest in
municipal securities issued by entities having similar
characteristics. The issuers may be located in the same
geographic area or may pay their interest obligations from
revenue of similar projects, such as hospitals, airports,
utility systems and housing finance agencies. This may make the
Funds investments more susceptible to similar social,
economic, political or regulatory occurrences. As the similarity
in issuers increases, the potential for fluctuation in the
Funds net asset value also increases. From time to time,
the Funds investments may include securities as to which
the Fund, by itself or together with other funds or accounts
managed by the Adviser, holds a major portion or all of an issue
of municipal securities. Because there may be relatively few
potential purchasers for such investments and, in some cases,
there may be contractual restrictions on resales, the Fund may
find it more difficult to sell such securities at a time when
the Adviser believes it is advisable to do so.
Municipal Securities Risk.
The Fund may invest in
municipal securities. Constitutional amendments, legislative
enactments, executive orders, administrative regulations, voter
initiatives, and the issuers regional economic conditions
may affect the municipal securitys value, interest
payments, repayment of principal and the Funds ability to
sell it. Revenue bonds are generally not backed by the taxing
power of the issuing municipality. To the extent that a
municipal security is not heavily followed by the investment
community or such security issue is relatively small, the
security may be difficult to value or sell at a desirable price.
If the Internal Revenue Service determines that an issuer of a
municipal security has not complied with applicable tax
requirements, interest from the security could be treated as
taxable, which could result in a decline in the securitys
value. In addition, there could be changes in applicable tax
laws or tax treatments that reduce or eliminate the current
federal income tax exemption on municipal securities or
otherwise adversely affect the current federal or state tax
status of municipal securities.
Reinvestment Risk.
Reinvestment risk is the risk that a
bonds cash flows (coupon income and principal repayment)
will be reinvested at an interest rate below that on the
original bond. If interest rates decline, the underlying bond
may rise in value, but the cash flows received from that bond
may have to be reinvested at a lower interest rate.
Synthetic Securities Risk.
Fluctuations in the values of
synthetic securities may not correlate perfectly with the
instruments they are designed to replicate. Synthetic securities
may be subject to interest rate changes, market price
fluctuations, counterparty risk and liquidity risk. The
tax-exempt character of the interest paid on synthetic municipal
securities is based on the tax-exempt income stream from the
collateral. The Internal Revenue Service has not ruled on this
and could deem income derived from synthetic municipal
securities to be taxable.
Zero Coupon or
Pay-In-Kind
Securities Risk.
Zero coupon and
pay-in-kind
securities may be subject to greater fluctuation in value and
less liquidity in the event of adverse market conditions than
comparably rated securities paying cash interest at regular
interest payment periods. Prices on non-cash-paying instruments
may be more sensitive to changes in the issuers financial
condition, fluctuation in interest rates and market
demand/supply imbalances than cash-paying securities with
similar credit ratings, and thus may be more speculative.
Investors may purchase zero coupon and
pay-in-kind
securities at a price below the amount payable at maturity.
Because such securities do not entitle the holder to any
periodic payments of interest prior to maturity, this prevents
any reinvestment of interest payments at prevailing interest
rates if prevailing interest rates rise. On the other hand,
because there are no periodic interest payments to be reinvested
prior to maturity, zero coupon securities eliminate the
reinvestment risk and may lock in a favorable rate of return to
maturity if interest rates drop. Special tax considerations are
associated with investing in certain lower-grade securities,
such as zero coupon or
pay-in-kind
securities.
Portfolio
Holdings
A description of Fund policies and procedures with respect to
the disclosure of Fund portfolio holdings is available in the
SAI, which is available at www.invesco.com/us.
The
Adviser(s)
Invesco Advisers, Inc. (the Adviser or Invesco) serves as the
Funds investment adviser. The Adviser manages the
investment operations of the Fund as well as other investment
portfolios that encompass a broad
5 Invesco
Van Kampen Municipal Income Fund
range of investment objectives, and has agreed to perform or
arrange for the performance of the Funds
day-to-day
management. The Adviser is located at 1555 Peachtree Street,
N.E., Atlanta, Georgia 30309. The Adviser, as successor in
interest to multiple investment advisers, has been an investment
adviser since 1976.
Pending Litigation.
Detailed information concerning
pending litigation can be found in the SAI.
Adviser
Compensation
During the fiscal year ended February 29, 2012, the Adviser
received compensation of 0.47% of Invesco Van Kampen Municipal
Income Funds average daily net assets.
Invesco Advisers, Inc. (Invesco or the Adviser) has
contractually agreed, through at least June 30, 2013, to waive
advisory fees and/or reimburse expenses to the extent necessary
to limit Total Annual Fund Operating Expenses After Fee Waiver
and/or Expense Reimbursement (excluding certain items discussed
in the SAI) of Class A shares to 0.83%, Class B shares to 1.58%,
Class C shares to 1.58% and Class Y shares to 0.58%,
respectively, of average daily net assets. Unless the Board of
Trustees and Invesco mutually agree to amend or continue the fee
waiver agreement, it will terminate on June 30, 2013.
A discussion regarding the basis for the Boards approval
of the investment advisory and investment
sub-advisory
agreements of the Fund is available in the Funds most
recent semi-annual report to shareholders for the six-month
period ended August 31.
Portfolio
Managers
The following individuals are jointly and primarily responsible
for the
day-to-day
management of the Funds portfolio:
|
|
n
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Thomas Byron, Portfolio Manager, who has been responsible for
the Fund since 2010 and has been associated with Invesco and/or
its affiliates since 2010. Mr. Byron served as Portfolio
Manager of the predecessor fund since 2009. Prior to
commencement of operations by the Fund, Mr. Byron was
associated with Van Kampen Asset Management
and/or
its
affiliates in an investment management capacity (1988 to 2010).
|
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n
|
Robert Stryker, Portfolio Manager, who has been responsible for
the Fund since 2010 and has been associated with Invesco and/or
its affiliates since 2010. Mr. Stryker served as Portfolio
Manager of the predecessor fund since 2005. Prior to
commencement of operations by the Fund, Mr. Stryker was
associated with Van Kampen Asset Management
and/or
its
affiliates in an investment management capacity (1994 to 2010).
|
|
|
n
|
Robert Wimmel, Portfolio Manager, who has been responsible for
the Fund since 2010 and has been associated with Invesco and/or
its affiliates since 2010. Mr. Wimmel served as Portfolio
Manager of the predecessor fund since 2005. Prior to
commencement of operations by the Fund, Mr. Wimmel was
associated with Van Kampen Asset Management
and/or
its
affiliates in an investment management capacity (1996 to 2010).
|
More information on the portfolio managers may be found at
www.invesco.com/us. The Web site is not part of the prospectus.
The Funds SAI provides additional information about the
portfolio managers investments in the Fund, a description
of the compensation structure and information regarding other
accounts managed.
Sales
Charges
Purchases of Class A shares of the Fund are subject to the
maximum 4.75% initial sales charge as listed under the heading
Category II Initial Sales Charges in the
Shareholder Account InformationInitial Sales Charges
(Class A Shares Only) section of the prospectus.
Class B shares purchased prior to June 1, 2010 will be
subject to payment of Category IV contingent deferred sales
charges (CDSCs) during the applicable CDSC period (including
exchanges into Class B Shares of another Invesco Fund
during the applicable CDSC periods) listed under the heading
CDSCs on Class B Shares in the
Shareholder Account InformationContingent Deferred
Sales Charges (CDSCs) section of the prospectus. New or
additional investments in Class B shares are no longer
permitted; but investors may pay a Category I CDSC if they
redeem Class B shares purchased on or after June 1, 2010
within a specified number of years after purchase. See this
prospectus for additional information regarding CDSCs listed
under the heading CDSCs on Class B Shares in
the Shareholder AccountContingent Deferred Sales
Charges (CDSCs) section of the prospectus. Purchases of
Class C shares are subject to a CDSC. For more information
on CDSCs, see the Shareholder Account
InformationContingent Deferred Sales Charges (CDSCs)
section of this prospectus.
Distributions
The Fund expects, based on its investment objective and
strategies, that its distributions, if any, will consist
primarily of tax-exempt income.
Dividends
The Fund generally declares dividends from net investment income
daily and pays them monthly.
Capital
Gains Distributions
The Fund generally distributes long-term and short-term capital
gains (net of any available capital loss carryovers), if any, at
least annually. Capital gains distributions may vary
considerably from year to year as a result of the Funds
normal investment activities and cash flows. During a time of
economic volatility, a fund may experience capital losses and
unrealized depreciation in value of investments, the effect of
which may be to reduce or eliminate capital gains distributions
for a period of time. Even though a fund may experience a
current year loss, it may nonetheless distribute prior year
capital gains.
Barclays Municipal Bond Index is an unmanaged index considered
representative of the tax-exempt bond market.
6 Invesco
Van Kampen Municipal Income Fund
The financial highlights show the Funds and the
predecessor funds financial history for the past five
fiscal years or, if shorter, the period of operations of the
Fund or any of its share classes. The financial highlights table
is intended to help you understand the Funds and the
predecessor funds financial performance. The Fund has the
same investment objective and similar investment policies as the
predecessor fund. Certain information reflects financial results
for a single Fund or predecessor fund share.
The total returns in the table represent the rate that an
investor would have earned (or lost) on an investment in the
Fund and the predecessor fund (assuming reinvestment of all
dividends and distributions).
The information for the fiscal years ended after June 1,
2010 has been audited by PricewaterhouseCoopers LLP, an
independent registered public accounting firm, whose report,
along with the Funds financial statements, are included in
the Funds annual report, which is available upon request.
The information for the fiscal years ended prior to June 1,
2010 has been audited by the auditor to the predecessor fund.
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Supplemental
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Ratio of
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Ratio of
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ratio of expenses
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expenses
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expenses
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to average net
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Net gains
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to average
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to average net
|
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assets with
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Ratio of net
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Net asset
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(losses) on
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Dividends
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net assets
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assets without
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fee waivers
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investment
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value,
|
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Net
|
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securities (both
|
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Total from
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from net
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Net asset
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Net assets,
|
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with fee waivers
|
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fee waivers
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(excluding interest,
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income
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beginning
|
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investment
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realized and
|
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investment
|
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investment
|
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value, end
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Total
|
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end of period
|
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and/or
expenses
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|
and/or
expenses
|
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facilities and
|
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to average
|
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Portfolio
|
|
|
of period
|
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income
(a)
|
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unrealized)
|
|
operations
|
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income
|
|
of period
|
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return
|
|
(000s omitted)
|
|
absorbed
|
|
absorbed
|
|
maintenance
fees)
(b)
|
|
net assets
|
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turnover
(c)
|
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Class A
|
Year ended
02/29/12
|
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$
|
12.54
|
|
|
$
|
0.60
|
|
|
$
|
1.17
|
|
|
$
|
1.77
|
|
|
$
|
(0.62
|
)
|
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$
|
13.69
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|
|
|
14.47
|
%
(d)
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|
$
|
1,486,245
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|
|
|
0.90
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%
(e)
|
|
|
0.90
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%
(e)
|
|
|
0.83
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%
(e)
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|
|
4.58
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%
(e)
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15
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%
|
Period ended
02/28/11
|
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13.52
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|
0.27
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|
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(0.98
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)
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|
(0.71
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)
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(0.27
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)
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|
12.54
|
|
|
|
(5.25
|
)
(d)
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|
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518,732
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|
|
|
0.93
|
(f)
|
|
|
0.93
|
(f)
|
|
|
0.86
|
(f)
|
|
|
5.08
|
(f)
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|
3
|
|
Year ended
09/30/10
|
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|
13.34
|
|
|
|
0.68
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|
|
|
0.16
|
|
|
|
0.84
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|
|
|
(0.66
|
)
|
|
|
13.52
|
|
|
|
6.54
|
(d)
|
|
|
619,236
|
|
|
|
0.95
|
|
|
|
0.95
|
|
|
|
0.87
|
|
|
|
5.14
|
|
|
|
10
|
|
Year ended
09/30/09
|
|
|
12.45
|
|
|
|
0.66
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|
|
|
0.96
|
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|
|
1.62
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|
(0.73
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)
|
|
|
13.34
|
|
|
|
13.88
|
(g)
|
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|
640,103
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|
|
|
1.01
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|
|
1.01
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|
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0.90
|
|
|
|
5.57
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|
29
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Year ended
09/30/08
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|
14.29
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|
0.69
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(1.84
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)
|
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|
(1.15
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)
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(0.69
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)
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12.45
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|
|
(8.31
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)
(g)
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526,693
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|
|
|
1.41
|
|
|
|
1.41
|
|
|
|
0.88
|
|
|
|
5.03
|
|
|
|
62
|
|
Year ended
09/30/07
|
|
|
14.84
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|
|
0.62
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|
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|
(0.52
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)
|
|
|
0.10
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|
|
|
(0.65
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)
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|
14.29
|
|
|
|
0.66
|
(g)
|
|
|
625,934
|
|
|
|
1.28
|
|
|
|
1.28
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|
|
|
0.87
|
|
|
|
4.21
|
|
|
|
28
|
|
|
Class B
|
Year ended
02/29/12
|
|
|
12.52
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|
0.50
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|
|
|
1.16
|
|
|
|
1.66
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|
|
|
(0.52
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)
|
|
|
13.66
|
|
|
|
13.56
|
(d)
|
|
|
23,656
|
|
|
|
1.65
|
(e)
|
|
|
1.65
|
(e)
|
|
|
1.58
|
(e)
|
|
|
3.83
|
(e)
|
|
|
15
|
|
Period ended
02/28/11
|
|
|
13.50
|
|
|
|
0.23
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|
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|
(0.98
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)
|
|
|
(0.75
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)
|
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|
(0.23
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)
|
|
|
12.52
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|
|
|
(5.57
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)
(d)
|
|
|
17,918
|
|
|
|
1.68
|
(f)
|
|
|
1.68
|
(f)
|
|
|
1.61
|
(f)
|
|
|
4.33
|
(f)
|
|
|
3
|
|
Year ended
09/30/10
|
|
|
13.32
|
|
|
|
0.57
|
|
|
|
0.17
|
|
|
|
0.74
|
|
|
|
(0.56
|
)
|
|
|
13.50
|
|
|
|
5.76
|
(d)
|
|
|
23,116
|
|
|
|
1.70
|
|
|
|
1.70
|
|
|
|
1.62
|
|
|
|
4.38
|
|
|
|
10
|
|
Year ended
09/30/09
|
|
|
12.43
|
|
|
|
0.57
|
|
|
|
0.96
|
|
|
|
1.53
|
|
|
|
(0.64
|
)
|
|
|
13.32
|
|
|
|
13.05
|
(h)
|
|
|
22,144
|
|
|
|
1.76
|
|
|
|
1.76
|
|
|
|
1.65
|
|
|
|
4.81
|
|
|
|
29
|
|
Year ended
09/30/08
|
|
|
14.27
|
|
|
|
0.59
|
|
|
|
(1.84
|
)
|
|
|
(1.25
|
)
|
|
|
(0.59
|
)
|
|
|
12.43
|
|
|
|
(9.02
|
)
(h)
|
|
|
15,688
|
|
|
|
2.17
|
|
|
|
2.17
|
|
|
|
1.63
|
|
|
|
4.26
|
|
|
|
62
|
|
Year ended
09/30/07
|
|
|
14.82
|
|
|
|
0.51
|
|
|
|
(0.52
|
)
|
|
|
(0.01
|
)
|
|
|
(0.54
|
)
|
|
|
14.27
|
|
|
|
(0.09
|
)
(h)
|
|
|
20,942
|
|
|
|
2.03
|
|
|
|
2.03
|
|
|
|
1.62
|
|
|
|
3.45
|
|
|
|
28
|
|
|
Class C
|
Year ended
02/29/12
|
|
|
12.50
|
|
|
|
0.50
|
|
|
|
1.16
|
|
|
|
1.66
|
|
|
|
(0.52
|
)
|
|
|
13.64
|
|
|
|
13.58
|
(d)
|
|
|
68,495
|
|
|
|
1.65
|
(e)
|
|
|
1.65
|
(e)
|
|
|
1.58
|
(e)
|
|
|
3.83
|
(e)
|
|
|
15
|
|
Period ended
02/28/11
|
|
|
13.47
|
|
|
|
0.23
|
|
|
|
(0.97
|
)
|
|
|
(0.74
|
)
|
|
|
(0.23
|
)
|
|
|
12.50
|
|
|
|
(5.51
|
)
(d)
|
|
|
39,563
|
|
|
|
1.68
|
(f)
|
|
|
1.68
|
(f)
|
|
|
1.61
|
(f)
|
|
|
4.33
|
(f)
|
|
|
3
|
|
Year ended
09/30/10
|
|
|
13.30
|
|
|
|
0.57
|
|
|
|
0.16
|
|
|
|
0.73
|
|
|
|
(0.56
|
)
|
|
|
13.47
|
|
|
|
5.69
|
(d)
|
|
|
51,613
|
|
|
|
1.70
|
|
|
|
1.70
|
|
|
|
1.62
|
|
|
|
4.38
|
|
|
|
10
|
|
Year ended
09/30/09
|
|
|
12.41
|
|
|
|
0.57
|
|
|
|
0.96
|
|
|
|
1.53
|
|
|
|
(0.64
|
)
|
|
|
13.30
|
|
|
|
13.08
|
(i)
|
|
|
44,133
|
|
|
|
1.76
|
|
|
|
1.76
|
|
|
|
1.65
|
|
|
|
4.79
|
|
|
|
29
|
|
Year ended
09/30/08
|
|
|
14.24
|
|
|
|
0.59
|
|
|
|
(1.83
|
)
|
|
|
(1.24
|
)
|
|
|
(0.59
|
)
|
|
|
12.41
|
|
|
|
(8.97
|
)
(i)
|
|
|
18,293
|
|
|
|
2.17
|
|
|
|
2.17
|
|
|
|
1.63
|
|
|
|
4.31
|
|
|
|
62
|
|
Year ended
09/30/07
|
|
|
14.79
|
|
|
|
0.50
|
|
|
|
(0.51
|
)
|
|
|
(0.01
|
)
|
|
|
(0.54
|
)
|
|
|
14.24
|
|
|
|
(0.10
|
)
(i)
|
|
|
17,390
|
|
|
|
2.04
|
|
|
|
2.04
|
|
|
|
1.62
|
|
|
|
3.46
|
|
|
|
28
|
|
|
Class Y
(j)
|
Year ended
02/29/12
|
|
|
12.53
|
|
|
|
0.64
|
|
|
|
1.16
|
|
|
|
1.80
|
|
|
|
(0.65
|
)
|
|
|
13.68
|
|
|
|
14.76
|
(d)
|
|
|
477,455
|
|
|
|
0.65
|
(e)
|
|
|
0.65
|
(e)
|
|
|
0.58
|
(e)
|
|
|
4.83
|
(e)
|
|
|
15
|
|
Period ended
02/28/11
|
|
|
13.51
|
|
|
|
0.28
|
|
|
|
(0.97
|
)
|
|
|
(0.69
|
)
|
|
|
(0.29
|
)
|
|
|
12.53
|
|
|
|
(5.16
|
)
(d)
|
|
|
6,370
|
|
|
|
0.68
|
(f)
|
|
|
0.68
|
(f)
|
|
|
0.61
|
(f)
|
|
|
5.33
|
(f)
|
|
|
3
|
|
Year ended
09/30/10
|
|
|
13.33
|
|
|
|
0.71
|
|
|
|
0.16
|
|
|
|
0.87
|
|
|
|
(0.69
|
)
|
|
|
13.51
|
|
|
|
6.81
|
(d)
|
|
|
3,625
|
|
|
|
0.70
|
|
|
|
0.70
|
|
|
|
0.62
|
|
|
|
5.37
|
|
|
|
10
|
|
Year ended
09/30/09
|
|
|
12.45
|
|
|
|
0.70
|
|
|
|
0.94
|
|
|
|
1.64
|
|
|
|
(0.76
|
)
|
|
|
13.33
|
|
|
|
14.08
|
(k)
|
|
|
5,064
|
|
|
|
0.77
|
|
|
|
0.77
|
|
|
|
0.66
|
|
|
|
5.89
|
|
|
|
29
|
|
Year ended
09/30/08
|
|
|
14.29
|
|
|
|
0.72
|
|
|
|
(1.83
|
)
|
|
|
(1.11
|
)
|
|
|
(0.73
|
)
|
|
|
12.45
|
|
|
|
(8.07
|
)
(k)
|
|
|
264
|
|
|
|
1.16
|
|
|
|
1.16
|
|
|
|
0.63
|
|
|
|
5.25
|
|
|
|
62
|
|
Year ended
09/30/07
|
|
|
14.83
|
|
|
|
0.65
|
|
|
|
(0.50
|
)
|
|
|
0.15
|
|
|
|
(0.69
|
)
|
|
|
14.29
|
|
|
|
0.98
|
(k)
|
|
|
392
|
|
|
|
1.03
|
|
|
|
1.03
|
|
|
|
0.62
|
|
|
|
4.42
|
|
|
|
28
|
|
|
|
|
|
(a)
|
|
Calculated using average shares outstanding.
|
(b)
|
|
For years ended September 30, 2010 and prior, ratio does
not exclude facilities and maintenance fees.
|
(c)
|
|
Portfolio turnover is calculated at the fund level and is not
annualized for periods less than one year, if applicable. For
the period February 29, 2012, the portfolio turnover
calculation excludes securities purchased of $1,346,611,089 and
sold of $222,312,073 in effort to realign the Funds
portfolio after the reorganization of Invesco Van Kampen Insured
Tax Free Fund and Invesco Tax-Exempt Securities Fund into the
Fund.
|
(d)
|
|
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. Does
not include sales charges and is not annualized for periods less
than one year, if applicable.
|
(e)
|
|
Ratios are based on average daily net assets (000s
omitted) of $1,198,907, $23,032, $58,868 and $347,041 for
Class A, Class B, Class C and Class Y
shares, respectively.
|
(f)
|
|
Annualized.
|
(g)
|
|
Assumes reinvestment of all distributions for the period and
does not include payment of the maximum sales charge of 4.75% or
contingent deferred sales charge (CDSC). On purchases of
$1 million or more, a CDSC of 1% may be imposed on certain
redemptions made within eighteen months of purchase. If the
sales charges were included, total returns would be lower. These
returns include combined
Rule 12b-1
fees and service fees of up to 0.25% and do not reflect the
deduction of taxes that a shareholder would pay on Fund
distributions or the redemption of Fund shares.
|
(h)
|
|
Assumes reinvestment of all distributions for the period and
does not include payment of the maximum CDSC of 4%, charged on
certain redemptions made within one year of purchase and
declining to 0% after the sixth year. If the sales charge was
included, total returns would be lower. These returns include
combined
Rule 12b-1
fees and service fees of up to 1% and do not reflect the
deduction of taxes that a shareholder would pay on Fund
distributions or the redemption of Fund shares.
|
(i)
|
|
Assumes reinvestment of all distributions for the period and
does not include payment of the maximum CDSC of 1%, charged on
certain redemptions made within one year of purchase. If the
sales charge was included, total returns would be lower. These
returns include combined
Rule 12b-1
fees and service fees of up to 1% and do not reflect the
deduction of taxes that a shareholder would pay on Fund
distributions or the redemption of Fund shares.
|
(j)
|
|
On June 1, 2010, Class I shares of the predecessor
fund were reorganized into Class Y shares of the Fund.
|
(k)
|
|
Assumes reinvestment of all distributions for the period. These
returns do not reflect the deduction of taxes that a shareholder
would pay on Fund distributions or the redemption on Fund
shares.
|
7 Invesco
Van Kampen Municipal Income Fund
Shareholder
Account Information
In addition to the Fund, Invesco serves as investment adviser to
many other Invesco and Invesco Van Kampen mutual funds that are
offered to retail investors (Invesco Funds or Funds). The
following information is about all of the Invesco Funds that
offer retail share classes.
If shares of the Funds are held in an account maintained by an
intermediary or in the name of a conduit investment vehicle (and
not in the name of an individual investor), the intermediary or
conduit investment vehicle may impose rules which differ from,
and/or
charge a transaction or other fee in addition to, those
described in this prospectus.
Additional information is available on the Internet at
www.invesco.com/us.
Go to the tab for Accounts & Services, then
click on Service Center, or consult the Funds
SAI, which is available on that same Web site or upon request
free of charge. The Web site is not part of this prospectus.
Choosing
a Share Class
Each Fund may offer multiple classes of shares and not all Funds
offer all share classes discussed herein. Each class represents
an interest in the same portfolio of investments. Certain
classes have higher expenses than other classes which may lower
the return on your investment when compared to a less expensive
class. In deciding which class of shares to purchase, you should
consider the following attributes of the various share classes,
among other things: (i) the eligibility requirements that
apply to purchases of a particular class, (ii) the initial
sales charges and contingent deferred sales charges (CDSCs), if
any, applicable to the class, (iii) the
12b-1
fee,
if any, paid by the class, and (iv) any services you may
receive from a financial intermediary. Please contact your
financial adviser to assist you in making your decision. Please
refer to the prospectus fee table for more information on the
fees and expenses of a particular Funds share classes.
|
|
|
|
|
|
|
|
|
|
|
|
Share Classes
|
|
Class A
|
|
Class B
|
|
Class C
|
|
Class R
|
|
Class Y
|
|
Investor Class
|
|
n
Initial sales charge which may be waived or reduced
|
|
n
No initial sales charge
|
|
n
No initial sales charge
|
|
n
No initial sales charge
|
|
n
No initial sales charge
|
|
n
No initial sales charge
|
n
Contingent deferred sales charge on certain redemptions
|
|
n
Contingent deferred sales charge on redemptions within six or fewer years
|
|
n
Contingent deferred sales charge on redemptions within one year
4
|
|
n
No contingent deferred sales charge
|
|
n
No contingent deferred sales charge
|
|
n
No contingent deferred sales charge
|
n
12b-1
fee of up to 0.25%
1
|
|
n
12b-1
fee of up to 1.00%
|
|
n
12b-1
fee of up to 1.00%
5
|
|
n
12b-1
fee of up to 0.50%
|
|
n
No
12b-1
fee
|
|
n
12b-1
fee of up to 0.25%
1
|
|
|
n
Generally converts to Class A shares on or about the end of the month which is at least eight years after the date on which shares were purchased along with a pro rata portion of reinvested dividends and distributions
2,3
|
|
n
Does not convert to Class A shares
|
|
n
Does not convert to Class A shares
|
|
n
Does not convert to Class A shares
|
|
n
Does not convert to Class A shares
|
n
Generally more appropriate for long-term investors
|
|
n
New or additional investments are not permitted.
|
|
n
Generally more appropriate for
short-term
investors
n
Purchase orders limited to amounts less than $1,000,000
|
|
n
Generally available only to employee benefit plans
|
|
n
Class Y shares are generally available to (i) investors who purchase through a fee-based advisory account with an approved financial intermediary, (ii) defined contribution plans, defined benefit retirement plans, endowments or foundations, (iii) banks or bank trust departments acting on their own behalf or as trustee or manager for trust accounts, or (iv) any current, former or retired trustee, director, officer or employee (or immediate family members of a current, former or retired trustee, director, officer or employee) of any Invesco Fund or of Invesco Ltd. or any of its subsidiaries. In fee-based advisory programs, a financial intermediary typically charges each investor a fee based on the value of the investors account in exchange for servicing that account. Class Y shares are generally not available for individual retirement accounts (IRAs) such as traditional, Roth, SEP, SAR-SEP and SIMPLE IRAs.
|
|
n
Generally closed to new investors
|
A-1 The
Invesco Funds
MCF06/12
|
|
|
1
|
|
Class A2 shares of Invesco Tax-Free Intermediate Fund and
Investor Class shares of Invesco Money Market Fund, Invesco
Tax-Exempt Cash Fund, Premier Portfolio, Premier Tax-Exempt
Portfolio and Premier U.S. Government Money Portfolio do
not have a
12b-1
fee,
and the Invesco Short Term Bond Fund Class A shares have a 12b-1
fee of 0.15%.
|
2
|
|
Class B shares of Invesco Money Market Fund convert to Invesco
Cash Reserve Shares. Class B5 shares of Invesco Money
Market Fund convert to Class A5 shares.
|
3
|
|
Class B shares and Class B5 shares will not convert to
Class A shares or Class A5 shares, respectively, that
have a higher 12b-1 fee rate than the respective Class B
shares or Class B5 shares at the time of conversion.
|
4
|
|
CDSC does not apply to redemption of Class C shares of Invesco
Short Term Bond Fund unless you received Class C shares of
Invesco Short Term Bond Fund through an exchange from Class C
shares from another Invesco Fund that is still subject to a CDSC.
|
5
|
|
The
12b-1
fee for Class C shares of certain Funds is less than 1.00%.
The Fees and Expenses of the FundAnnual Fund
Operating Expenses section of this prospectus reflects the
actual
12b-1
fees paid by a Fund.
|
In addition to the share classes shown in the chart above, the
following Funds offer the following additional share classes on
a limited basis:
|
|
n
|
Class A2 shares: Invesco Limited Maturity Treasury Fund and
Invesco Tax-Free Intermediate Fund;
|
|
n
|
Class A5 shares: Invesco Balanced-Risk Retirement Funds and
Invesco Money Market Fund;
|
|
n
|
Class B5 shares: Invesco Money Market Fund (New or
additional investments in Class B5 shares are not
permitted);
|
|
n
|
Class C5 shares: Invesco Balanced-Risk Retirement Funds and
Invesco Money Market Fund;
|
|
n
|
Class R5 shares: Invesco Balanced-Risk Retirement Funds;
|
|
n
|
Class P shares: Invesco Summit Fund;
|
|
n
|
Class S shares: Invesco Charter Fund, Invesco Conservative
Allocation Fund, Invesco Growth Allocation Fund, Invesco
Moderate Allocation Fund and Invesco Summit Fund; and
|
|
n
|
Invesco Cash Reserve Shares: Invesco Money Market Fund.
|
Share
Class Eligibility
Class A, B,
C and Invesco Cash Reserve Shares
Class A, C and Invesco Cash Reserve Shares are available to
all retail investors, including individuals, trusts,
corporations and other business and charitable organizations and
eligible employee benefit plans. The share classes offer
different fee structures which are intended to compensate
financial intermediaries for services provided in connection
with the sale of shares and continued maintenance of the
customer relationship. You should consider the services provided
by your financial adviser and any other financial intermediaries
who will be involved in the servicing of your account when
choosing a share class.
New or additional investments in Class B shares are not
permitted. Existing shareholders of Class B shares may
continue as Class B shareholders, continue to reinvest
dividends and capital gains distributions in Class B shares
and exchange their Class B shares for Class B shares
of other Funds as permitted by the current exchange privileges,
until they convert. For Class B shares outstanding on
November 29, 2010 and Class B shares acquired upon
reinvestment of dividends, all Class B share attributes
including the associated Rule 12b-1 fee, CDSC and conversion
features, will continue.
Class A2 Shares
Class A2 shares, which are offered only on Invesco
Limited Maturity Treasury Fund and Invesco Tax-Free Intermediate
Fund, are closed to new investors. All references in this
prospectus to Class A shares, shall include Class A2 shares,
unless otherwise noted.
Class A5,
B5, C5 and R5 Shares
Class A5, B5, C5 and R5 shares are closed to new investors.
Only investors who have continuously maintained an account in
Class A5, C5 or R5 of a specific Fund may make additional
purchases into Class A5, C5 and R5, respectively, of such
specific Fund. All references in this Prospectus to
Class A, B, C or R shares of the Invesco Funds shall
include Class A5 (excluding Invesco Money Market Fund), B5,
C5, or R5 shares, respectively, of the Invesco Funds, unless
otherwise noted. All references in this Prospectus to Invesco
Cash Reserve Shares of Invesco Money Market Fund shall include
Class A5 shares of Invesco Money Market Fund, unless
otherwise noted.
Class P
Shares
In addition to the other share classes discussed herein, the
Invesco Summit Fund offers Class P shares, which were
historically sold only through the AIM Summit Investors Plans I
and II (each a Plan and, collectively, the Summit Plans).
Class P shares are sold with no initial sales charge and
have a
12b-1
fee of 0.10%. However, Class P shares are not sold to
members of the general public. Only shareholders who had
accounts in the Summit Plans at the close of business on
December 8, 2006 may purchase Class P shares and only
until the total of their combined investments in the Summit
Plans and in Class P shares directly equals the face amount
of their former Plan under the 30 year extended investment
option. The face amount of a Plan is the combined total of all
scheduled monthly investments under the Plan. For a Plan with a
scheduled monthly investment of $100.00, the face amount would
have been $36,000.00 under the 30 year extended investment
option.
Class R
Shares
Class R shares are generally available only to eligible
employee benefit plans. These may include, for example,
retirement and deferred compensation plans maintained pursuant
to Sections 401, 403, and 457 of the Internal Revenue Code
(the Code); nonqualified deferred compensation plans; health
savings accounts maintained pursuant to Section 223 of the
Code; and voluntary employees beneficiary arrangements
maintained pursuant to Section 501(c)(9) of the Code.
Retirement plans maintained pursuant to Section 401
generally include 401(k) plans, profit sharing plans, money
purchase pension plans, and defined benefit plans. Class R
shares are generally not available for individual retirement
accounts (IRAs) such as traditional, Roth, SEP, SAR-SEP and
SIMPLE IRAs.
Class S
Shares
Class S shares are limited to investors who purchase shares
with the proceeds received from a systematic contractual
investment plan redemption within the 12 months prior to
purchasing Class S shares, and who purchase through an
approved financial intermediary that has an agreement with the
distributor to sell Class S shares. Class S shares are
not otherwise sold to members of the general public. An investor
purchasing Class S shares will not pay an initial sales
charge. The investor will no longer be eligible to purchase
additional Class S shares at that point where the value of
the contributions to the prior systematic contractual investment
plan combined with the subsequent Class S share
contributions equals the face amount of what would have been the
investors systematic contractual investment plan under the
30-year
investment option. The face amount of a systematic contractual
investment plan is the combined total of all scheduled monthly
investments under that plan. For a plan with a scheduled monthly
investment of $100.00, the face amount would have been
$36,000.00 under the
30-year
extended investment option.
Class Y
Shares
Class Y shares are generally available to investors who
purchase through a fee-based advisory account with an approved
financial intermediary or
A-2 The
Invesco Funds
to any current, former or retired trustee, director, officer or
employee (or immediate family members of a current, former or
retired trustee, director, officer or employee) of any Invesco
Fund or of Invesco Ltd. or any of its subsidiaries. In fee-based
advisory programs, a financial intermediary typically charges
each investor a fee based on the value of the investors
account in exchange for servicing that account. Class Y
shares are generally not available for individual retirement
accounts (IRAs) such as traditional, Roth, SEP, SAR-SEP and
SIMPLE IRAs.
Subject to any conditions or limitations imposed on the
servicing of Class Y shares by your financial adviser, if
you received Class Y shares as a result of a merger or
reorganization of a predecessor fund into any of the Funds, you
will be permitted to make additional Class Y share
purchases.
Investor
Class Shares
Some of the Funds offer Investor Class
shares.
Investor Class shares are sold with no initial
sales charge and have a maximum
12b-1
fee of
0.25%. Investor Class shares are not sold to members of the
general public. Only the following persons may purchase Investor
Class shares:
|
|
n
|
Investors who established accounts prior to April 1, 2002,
in Investor Class shares who have continuously maintained an
account in Investor Class shares (this includes anyone listed in
the registration of an account, such as a joint owner, trustee
or custodian, and immediate family members of such persons).
These investors are referred to as Investor Class
grandfathered investors.
|
n
|
Customers of certain financial intermediaries which have had
relationships with the Funds distributor or any Funds that
offered Investor Class shares prior to April 1, 2002, who
have continuously maintained such relationships. These
intermediaries are referred to as Investor Class
grandfathered intermediaries.
|
n
|
Eligible employee benefit plans. Investor Class shares are
generally not available for IRAs unless the IRA depositor is
considered an Investor Class grandfathered investor or the
account is opened through an Investor Class grandfathered
intermediary.
|
n
|
Any current, former or retired trustee, director, officer or
employee (or immediate family member of a current, former or
retired trustee, director, officer or employee) of any Invesco
Fund or of Invesco Ltd. or any of its subsidiaries.
|
Distribution
and Service
(12b-1)
Fees
Except as noted below, each Fund has adopted a distribution plan
or distribution plan and service plan pursuant to SEC
Rule 12b-1.
A
12b-1
plan
allows a Fund to pay distribution and service fees to Invesco
Distributors, Inc. (Invesco Distributors) to compensate or
reimburse, as applicable, Invesco Distributors for its efforts
in connection with the sale and distribution of the Funds
shares and for services provided to shareholders, all or a
substantial portion of which are paid to the dealer of record.
Because the Funds pay these fees out of their assets on an
ongoing basis, over time these fees will increase the cost of
your investment and may cause you to pay more than the maximum
permitted initial sales charges described in this prospectus.
The following Funds and share classes do not have
12b-1
plans:
|
|
n
|
Invesco Tax-Free Intermediate Fund, Class A2 shares.
|
n
|
Invesco Money Market Fund, Investor Class shares.
|
n
|
Invesco Tax-Exempt Cash Fund, Investor Class shares.
|
n
|
Premier Portfolio, Investor Class shares.
|
n
|
Premier U.S. Government Money Portfolio, Investor Class
shares.
|
n
|
Premier Tax-Exempt Portfolio, Investor Class shares.
|
n
|
All Funds, Class Y shares
|
Under the applicable distribution plan or distribution plan and
service plan, the Funds may pay distribution and service fees up
to the following amounts with respect to each Funds
average daily net assets with respect to such class:
|
|
n
|
Class A shares: 0.25%
|
n
|
Class B shares: 1.00%
|
n
|
Class C shares: 1.00%
|
n
|
Class P shares: 0.10%
|
n
|
Class R shares: 0.50%
|
n
|
Class S shares: 0.15%
|
n
|
Invesco Cash Reserve Shares: 0.15%
|
n
|
Investor Class shares: 0.25%
|
Please refer to the prospectus fee table for more information on
a particular Funds
12b-1
fees.
Initial
Sales Charges (Class A Shares Only)
The Funds are grouped into four categories for determining
initial sales charges. The Other Information section
of each Funds prospectus will tell you the sales charge
category in which the Fund is classified. As used below, the
term offering price with respect to all categories
of Class A shares includes the initial sales charge.
|
|
|
|
|
|
|
|
|
|
|
|
|
Category I Initial Sales Charges
|
|
|
|
|
Investors Sales Charge
|
Amount invested
|
|
As a % of
|
|
As a % of
|
in a single transaction
|
|
Offering Price
|
|
Investment
|
|
Less than
|
|
$
|
50,000
|
|
|
|
5.50
|
%
|
|
|
5.82
|
%
|
|
$50,000 but less than
|
|
$
|
100,000
|
|
|
|
4.50
|
|
|
|
4.71
|
|
|
$100,000 but less than
|
|
$
|
250,000
|
|
|
|
3.50
|
|
|
|
3.63
|
|
|
$250,000 but less than
|
|
$
|
500,000
|
|
|
|
2.75
|
|
|
|
2.83
|
|
|
$500,000 but less than
|
|
$
|
1,000,000
|
|
|
|
2.00
|
|
|
|
2.04
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Category II Initial Sales Charges
|
|
|
|
|
Investors Sales Charge
|
Amount invested
|
|
As a % of
|
|
As a % of
|
in a single transaction
|
|
Offering Price
|
|
Investment
|
|
Less than
|
|
$
|
50,000
|
|
|
|
4.75
|
%
|
|
|
4.99
|
%
|
|
$50,000 but less than
|
|
$
|
100,000
|
|
|
|
4.25
|
|
|
|
4.44
|
|
|
$100,000 but less than
|
|
$
|
250,000
|
|
|
|
3.50
|
|
|
|
3.63
|
|
|
$250,000 but less than
|
|
$
|
500,000
|
|
|
|
2.50
|
|
|
|
2.56
|
|
|
$500,000 but less than
|
|
$
|
1,000,000
|
|
|
|
2.00
|
|
|
|
2.04
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Category III Initial Sales Charges
|
|
|
|
|
Investors Sales Charge
|
Amount invested
|
|
As a % of
|
|
As a % of
|
in a single transaction
|
|
Offering Price
|
|
Investment
|
|
Less than
|
|
$
|
100,000
|
|
|
|
1.00
|
%
|
|
|
1.01
|
%
|
|
$100,000 but less than
|
|
$
|
250,000
|
|
|
|
0.75
|
|
|
|
0.76
|
|
|
$250,000 but less than
|
|
$
|
1,000,000
|
|
|
|
0.50
|
|
|
|
0.50
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Category IV Initial Sales Charges
|
|
|
|
|
Investors Sales Charge
|
Amount invested
|
|
As a % of
|
|
As a % of
|
in a single transaction
|
|
Offering Price
|
|
Investment
|
|
Less than
|
|
$
|
100,000
|
|
|
|
2.50
|
%
|
|
|
2.56
|
%
|
|
$100,000 but less than
|
|
$
|
250,000
|
|
|
|
1.75
|
|
|
|
1.78
|
|
|
$250,000 but less than
|
|
$
|
500,000
|
|
|
|
1.25
|
|
|
|
1.27
|
|
|
$500,000 but less than
|
|
$
|
1,000,000
|
|
|
|
1.00
|
|
|
|
1.01
|
|
|
Class A
Shares Sold Without an Initial Sales Charge
Certain categories of investors are permitted to purchase and
certain intermediaries are permitted to sell Class A shares
of the Funds without an initial sales charge because their
transactions involve little or no expense. The investors who may
purchase Class A shares without paying an initial sales
charge include the following:
|
|
n
|
Investors who purchase shares through a fee-based advisory
account with an approved financial intermediary or any current
or retired trustee, director, officer or employee of any Invesco
Fund or of Invesco Ltd. or
|
A-3 The
Invesco Funds
|
|
|
any of its subsidiaries. In a fee based advisory program, a
financial intermediary typically charges each investor a fee
based on the value of the investors account in exchange
for servicing that account.
|
|
|
n
|
Any investor who purchases their shares with the proceeds of a
rollover, transfer or distribution from a retirement plan or
individual retirement account for which Invesco Distributors
acts as the prototype sponsor to another eligible retirement
plan or individual retirement account for which Invesco
Distributors acts as the prototype sponsor, to the extent that
such proceeds are attributable to the redemption of shares of a
Fund held through the plan or account.
|
n
|
Certain retirement plans (the Plan or
Plans); provided, however, that such Plans:
|
|
|
|
|
n
|
have assets of at least $1 million; or
|
|
n
|
have at least 100 employees eligible to participate in the
Plan; or
|
|
n
|
execute multiple-plan transactions through a single omnibus
account per Fund.
|
|
|
n
|
Any investor who maintains an account in Investor Class shares
of a Fund (this includes anyone listed in the registration of an
account, such as a joint owner, trustee or custodian, and
immediate family members of such persons).
|
n
|
Qualified Tuition Programs created and maintained in accordance
with Section 529 of the Code.
|
n
|
Insurance company separate accounts.
|
No investor will pay an initial sales charge in the following
circumstances:
|
|
n
|
When buying Class A shares of Invesco Tax-Exempt Cash Fund.
|
n
|
When reinvesting dividends and distributions.
|
n
|
When exchanging shares of one Fund, that were previously
assessed a sales charge, for shares of another Fund.
|
n
|
As a result of a Funds merger, consolidation, or
acquisition of the assets of another Fund.
|
n
|
Unit investment trusts sponsored by Invesco Distributors or its
affiliates.
|
n
|
Unitholders of Invesco Van Kampen unit investment trusts that
enrolled in the reinvestment program prior to December 3,
2007 to reinvest distributions from such trusts in Class A
shares of the Funds. The Funds reserve the right to modify or
terminate this program at any time.
|
Reduced Sales
Charges and Sales Charge Exceptions
You may qualify for reduced sales charges or sales charge
exceptions. Qualifying types of accounts for you and your
Immediate Family as described in a Funds SAI
include individual, joint, certain trusts, 529 college savings
plan and Coverdell Education Savings, certain retirement plans
established for the benefit of an individual, and Uniform
Gifts/Transfers to Minor Acts accounts. To qualify for these
reductions or exceptions, you or your financial adviser must
notify the transfer agent and provide the necessary
documentation at the time of purchase that your purchase
qualifies for such treatment. Certain individuals and
employer-sponsored retirement plans may link accounts for the
purpose of qualifying for lower initial sales charges.
Purchases of Class A shares of Invesco Tax-Exempt Cash Fund
or Invesco Cash Reserve Shares of Invesco Money Market Fund or
Investor Class shares of any fund will not be taken into account
in determining whether a purchase qualifies for a reduction in
initial sales charges pursuant to
Rights of Accumulation
or
Letters of Intent.
Rights of
Accumulation
You may combine your new purchases of Class A shares of a
Fund with other Fund shares currently owned (Class A, B, C,
IB, IC, P, R, S or Y) for the purpose of qualifying for the
lower initial sales charge rates that apply to larger purchases.
The applicable initial sales charge for the new purchase is
based on the total of your current purchase and the value of
other shares owned based on their current public offering price.
The transfer agent may automatically link certain accounts
registered in the same name with the same taxpayer
identification number for the purpose of qualifying you for
lower initial sales charge rates.
Letters of
Intent
Under a Letter of Intent (LOI), you commit to purchase a
specified dollar amount of Class A shares of one or more
Funds during a
13-month
period. The amount you agree to purchase determines the initial
sales charge you pay. If the full amount committed to in the LOI
is not invested by the end of the
13-month
period, your account will generally be assessed the higher
initial sales charge that would normally be applicable to the
total amount actually invested.
Reinstatement
Following Redemption
If you redeem any class of shares of a Fund, you may reinvest
all or a portion of the proceeds from the redemption in the same
share class of any Fund in the same Category within
180 days of the redemption without paying an initial sales
charge. Class B, P and S redemptions may be reinvested only
into Class A shares with no initial sales charge.
Class Y redemptions may be reinvested into either
Class Y shares or Class A shares with no initial sales
charge.
This reinstatement privilege does not apply to a purchase made
through a regularly scheduled automatic investment plan, such as
a purchase by a regularly scheduled payroll deduction or
transfer from a bank account.
This reinstatement privilege is suspended for the period of time
in which a purchase block is in place on a shareholders
account. Please see Purchase Blocking Policy
discussed below.
In order to take advantage of this reinstatement privilege, you
must inform your financial adviser or the transfer agent that
you wish to do so at the time of your investment.
Contingent
Deferred Sales Charges (CDSCs)
CDSCs on
Class A Shares and Invesco Cash Reserve Shares of Invesco
Money Market Fund
You can purchase $1,000,000 or more (a Large Purchase) of
Class A shares of Category I, II and IV Funds without
paying an initial sales charge. However, if you redeem these
shares prior to 18 months after the date of purchase, they
will be subject to a CDSC of 1%.
If you currently own Class A shares of a Category I, II or
IV Fund, and make additional purchases without paying an initial
sales charge that result in account balances of $1,000,000 or
more, the additional shares purchased will be subject to an
18-month,
1%
CDSC.
If Invesco Distributors pays a concession to the dealer of
record in connection with a Large Purchase of Class A
shares by an employee benefit plan, the Class A shares may
be subject to a 1% CDSC if all of the plans shares are
redeemed within one year from the date of the plans
initial purchase.
If you acquire Invesco Cash Reserve Shares of Invesco Money
Market Fund or Class A shares of Invesco Tax-Exempt Cash
Fund through an exchange involving Class A shares that were
subject to a CDSC, the shares acquired as a result of the
exchange will continue to be subject to that same CDSC.
CDSCs on
Class B Shares
Class B shares are subject to a CDSC. If you redeem your
shares during the CDSC period, you will be assessed a CDSC as
follows, unless you qualify for one of the CDSC exceptions
outlined below. The Funds are grouped into seven categories for
determining CDSCs. The Other Information section of
each Funds prospectus will tell you the CDSC category in
which the Fund is classified.
A-4 The
Invesco Funds
|
|
|
|
|
CDSC Category I
|
|
Year since purchase made
|
|
Class B CDSC
|
|
|
|
First
|
|
|
5.00
|
%
|
|
Second
|
|
|
4.00
|
|
|
Third
|
|
|
3.00
|
|
|
Fourth
|
|
|
3.00
|
|
|
Fifth
|
|
|
2.00
|
|
|
Sixth
|
|
|
1.00
|
|
|
Seventh and following
|
|
|
None
|
|
|
|
|
|
|
|
CDSC Category II
|
|
Year since purchase made
|
|
Class B CDSC
|
|
|
|
First
|
|
|
5.00
|
%
|
|
Second
|
|
|
4.00
|
|
|
Third
|
|
|
3.00
|
|
|
Fourth
|
|
|
2.00
|
|
|
Fifth
|
|
|
2.00
|
|
|
Sixth
|
|
|
1.00
|
|
|
Seventh and following
|
|
|
None
|
|
|
|
|
|
|
|
CDSC Category III
|
|
Year since purchase made
|
|
Class B CDSC
|
|
|
|
First
|
|
|
5.00
|
%
|
|
Second
|
|
|
4.00
|
|
|
Third
|
|
|
3.00
|
|
|
Fourth
|
|
|
2.50
|
|
|
Fifth
|
|
|
1.50
|
|
|
Sixth
|
|
|
None
|
|
|
|
|
|
|
|
CDSC Category IV
|
|
Year since purchase made
|
|
Class B CDSC
|
|
|
|
First
|
|
|
4.00
|
%
|
|
Second
|
|
|
3.75
|
|
|
Third
|
|
|
3.50
|
|
|
Fourth
|
|
|
2.50
|
|
|
Fifth
|
|
|
1.50
|
|
|
Sixth
|
|
|
1.00
|
|
|
Seventh and following
|
|
|
None
|
|
|
|
|
|
|
|
CDSC Category V
|
|
Year since purchase made
|
|
Class B CDSC
|
|
|
|
First
|
|
|
2.00
|
%
|
|
Second
|
|
|
1.50
|
|
|
Third
|
|
|
1.00
|
|
|
Fourth
|
|
|
0.50
|
|
|
Fifth and following
|
|
|
None
|
|
|
|
|
|
|
|
|
|
|
|
CDSC Category VI
|
|
|
|
Class B CDSC
|
|
|
Class B CDSC
|
|
|
|
purchased before
|
|
|
purchased on or after
|
|
Year since purchase made
|
|
June 1, 2005
|
|
|
June 1, 2005
|
|
|
|
First
|
|
|
3.00
|
%
|
|
|
4.00
|
%
|
|
Second
|
|
|
2.50
|
|
|
|
4.00
|
|
|
Third
|
|
|
2.00
|
|
|
|
3.00
|
|
|
Fourth
|
|
|
1.00
|
|
|
|
2.50
|
|
|
Fifth
|
|
|
None
|
|
|
|
1.50
|
|
|
Sixth and following
|
|
|
None
|
|
|
|
None
|
|
|
|
|
|
|
|
CDSC Category VII
|
|
Year since purchase made
|
|
Class B CDSC
|
|
|
|
First
|
|
|
4.00
|
%
|
|
Second
|
|
|
4.00
|
|
|
Third
|
|
|
3.00
|
|
|
Fourth
|
|
|
2.50
|
|
|
Fifth
|
|
|
1.50
|
|
|
Sixth and following
|
|
|
None
|
|
|
CDSCs on
Class C Shares
Class C shares are sold without an initial sales charge.
However, they are subject to a CDSC. If you redeem your shares
during the first year since purchase has been made you will be
assessed a 1% CDSC, unless you qualify for one of the CDSC
exceptions outlined below.
CDSCs on
Class C SharesEmployee Benefit Plan
Invesco Distributors pays a concession to the dealer of record
in connection with a purchase of Class C shares by an
employee benefit plan; the Class C shares are subject to a
1.00% CDSC at the time of redemption if all of the plans
shares are redeemed within one year from the date of the
plans initial purchase.
CDSCs on
Class C Shares of Invesco Short Term Bond Fund
Class C shares of Invesco Short Term Bond Fund are not
normally subject to a CDSC. However, if you acquired shares of
those Funds through an exchange, and the shares originally
purchased were subject to a CDSC, the shares acquired as a
result of the exchange will continue to be subject to that same
CDSC. Conversely, if you acquire Class C shares of any
other Fund as a result of an exchange involving Class C
shares of Invesco Short Term Bond Fund that were not subject to
a CDSC, then the shares acquired as a result of the exchange
will not be subject to a CDSC.
Computing a
CDSC
The CDSC on redemptions of shares is computed based on the lower
of their original purchase price or current net asset value, net
of reinvested dividends and capital gains distributions. In
determining whether to charge a CDSC, shares are accounted for
on a
first-in,
first-out basis, which means that you will redeem shares on
which there is no CDSC first, and then shares in the order of
their purchase.
CDSC
Exceptions
Investors who own shares that are otherwise subject to a CDSC
will not pay a CDSC in the following circumstances:
|
|
n
|
If you participate in the Systematic Redemption Plan and
withdraw up to 12% of the value of your shares that are subject
to a CDSC in any twelve-month period.
|
n
|
If you redeem shares to pay account fees.
|
n
|
If you are the executor, administrator or beneficiary of an
estate or are otherwise entitled to assets remaining in an
account following the death
|
A-5 The
Invesco Funds
|
|
|
or post-purchase disability of a shareholder or beneficial owner
and you choose to redeem those shares.
|
There are other circumstances under which you may be able to
redeem shares without paying CDSCs.
Shares acquired through the reinvestment of dividends and
distributions are not subject to CDSCs.
The following share classes are sold with no CDSC:
|
|
n
|
Class A shares of Invesco Tax-Exempt Cash Fund.
|
n
|
Class A shares of Invesco Limited Maturity Treasury
Fund and Invesco Tax-Free Intermediate Fund purchased on or
after October 21, 2002, and prior to February 1, 2010.
|
n
|
Class A2 shares of Invesco Limited Maturity Treasury
Fund and Invesco Tax-Free Intermediate Fund.
|
n
|
Invesco Cash Reserve Shares of Invesco Money Market Fund.
|
n
|
Investor Class shares of any Fund.
|
n
|
Class P shares of Invesco Summit Fund.
|
n
|
Class S shares of Invesco Charter Fund, Invesco
Conservative Allocation Fund, Invesco Growth Allocation Fund,
Invesco Moderate Allocation Fund and Invesco Summit Fund.
|
n
|
Class Y shares of any Fund.
|
CDSCs Upon
Converting to Class Y Shares
If shares that are subject to a CDSC are converted to
Class Y shares, the applicable CDSC will be assessed prior
to conversion.
Purchasing
Shares
If you hold your shares through a financial intermediary, your
eligibility to purchase shares and the terms by which you may
purchase, redeem and exchange shares may differ depending on
that institutions policies.
Minimum
Investments
There are no minimum investments for Class P, R or S shares
for fund accounts. The minimum investments for Class A, C,
Y, Investor Class and Invesco Cash Reserve shares for fund
accounts are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional
|
|
|
Initial Investment
|
|
Investments
|
Type of Account
|
|
Per Fund
|
|
Per Fund
|
|
Asset or fee-based accounts managed by your financial adviser
|
|
|
None
|
|
|
|
None
|
|
|
Eligible employee benefit plans, SEP, SARSEP and SIMPLE IRA plans
|
|
|
None
|
|
|
|
None
|
|
|
IRAs, Roth IRAs and Coverdell ESAs if the new investor is
purchasing shares through a systematic purchase plan
|
|
$
|
25
|
|
|
$
|
25
|
|
|
All other accounts if the investor is purchasing shares through
a systematic purchase plan
|
|
|
50
|
|
|
|
50
|
|
|
IRAs, Roth IRAs and Coverdell ESAs
|
|
|
250
|
|
|
|
25
|
|
|
All other accounts
|
|
|
1,000
|
|
|
|
50
|
|
|
Invesco Distributors has the discretion to accept orders for
lesser amounts
|
|
|
|
|
|
|
|
|
|
How to Purchase
Shares
|
|
|
|
|
|
|
Opening An Account
|
|
Adding To An Account
|
|
Through a Financial Adviser
|
|
Contact your financial adviser.
|
|
Contact your financial adviser.
|
By Mail
|
|
Mail completed account application and check to the transfer
agent,
Invesco Investment Services, Inc.,
P.O. Box 219078,
Kansas City, MO
64121-9078.
Invesco Investment Services, Inc. does NOT accept the following
types of payments: Credit Card Checks, Third Party Checks, and
Cash*.
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Mail your check and the remittance slip from your confirmation
statement to the transfer agent. Invesco Investment Services,
Inc. does NOT accept the following types of payments: Credit
Card Checks, Third Party Checks, and Cash*.
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By Wire
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Mail completed account application to the transfer agent. Call
the transfer agent at (800)
959-4246
to
receive a reference number. Then, use the wire instructions
provided below.
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Call the transfer agent to receive a reference number. Then, use
the wire instructions provided below.
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Wire Instructions
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Beneficiary Bank ABA/Routing #: 011001234
Beneficiary Account Number: 729639
Beneficiary Account Name: Invesco Investment Services, Inc.
RFB: Fund Name, Reference #
OBI: Your Name, Account #
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By Telephone
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Open your account using one of the methods described above.
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Select the Bank Account Information option on your completed
account application or complete a Systematic Options and Bank
Information Form. Mail the application or form to the transfer
agent. Once the transfer agent has received the form, call the
transfer agent at the number below to place your purchase order.
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Automated Investor Line
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Open your account using one of the methods described above.
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Call the Invesco Investment Services, Inc.
24-hour
Automated Investor Line at
1-800-246-5463.
You may place your order after you have provided the bank
instructions that will be requested.
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By Internet
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Open your account using one of the methods described above.
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Access your account at www.invesco.com/us. The proper bank
instructions must have been provided on your account. You may
not purchase shares in retirement accounts on the internet.
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*
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In addition, Invesco Investment Services, Inc. does not accept
cash equivalents for employer sponsored plan accounts. Cash
equivalents include cashiers checks, official checks, bank
drafts, travelers checks, treasurers checks, postal
money orders or money orders. We also reserve the right to
reject at our sole discretion payment by Temporary / Starter
Checks.
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Purchase orders will not be processed unless the account
application and purchase payment are received in good order. In
accordance with the USA PATRIOT Act, if you fail to provide all
the required information requested in the current account
application, your purchase order will not be processed.
Additionally, federal law requires that the Fund verify and
record your identifying information.
A-6 The
Invesco Funds
Systematic
Purchase Plan
You can arrange for periodic investments in any of the Funds by
authorizing the transfer agent to withdraw the amount of your
investment from your bank account on a day or dates you specify
and in an amount of at least $25 per Fund for IRAs, Roth IRAs
and Coverdell ESAs, and at least $50 per Fund for all other
types of accounts (a Systematic Purchase Plan). You may stop the
Systematic Purchase Plan at any time by giving the transfer
agent notice ten days prior to your next scheduled withdrawal.
Certain financial advisers and other financial intermediaries
may also offer systematic purchase plans.
Dollar Cost
Averaging
Dollar Cost Averaging allows you to make automatic periodic
exchanges, if permitted, from one Fund to another Fund or
multiple other Funds. The account from which exchanges are to be
made must have a minimum balance of $5,000 before you can use
this option. Exchanges will occur on (or about) the day of the
month you specify, in the amount you specify. Dollar Cost
Averaging cannot be set up for the 29th through the 31st of the
month. The minimum amount you can exchange to another Fund is
$50. Certain financial advisers and other financial
intermediaries may also offer dollar cost averaging programs.
Automatic
Dividend and Distribution Investment
Your dividends and distributions may be paid in cash or
reinvested in the same Fund or another Fund without paying an
initial sales charge. Unless you specify otherwise, your
dividends and distributions will automatically be reinvested in
the same Fund. If you elect to receive your distributions by
check, and the distribution amount is $10 or less, then the
amount will be automatically reinvested in the same Fund and no
check will be issued. If you have elected to receive
distributions by check, and the postal service is unable to
deliver checks to your address of record, then your distribution
election may be converted to having all subsequent distributions
reinvested in the same Fund and no checks will be issued. With
respect to certain account types, if your check remains uncashed
for six months, the Fund generally reserves the right to
reinvest your distribution check in your account at the then
applicable NAV and to reinvest all subsequent distributions in
shares of the Fund. Such checks will be reinvested into the same
share class of the Fund unless you own shares in both Class A
and Class B of the same Fund, in which case the check may be
reinvested into the Class A shares. You should contact the
transfer agent to change your distribution option, and your
request to do so must be received by the transfer agent before
the record date for a distribution in order to be effective for
that distribution. No interest will accrue on amounts
represented by uncashed distribution checks.
You must comply with the following requirements to be eligible
to invest your dividends and distributions in shares of another
Fund:
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Your account balance in the Fund paying the dividend or
distribution must be at least $5,000; and
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Your account balance in the Fund receiving the dividend or
distribution must be at least $500.
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Portfolio
Rebalancing Program
If you have at least $5,000 in your account, you may participate
in the Portfolio Rebalancing Program. Under this Program, you
can designate how the total value of your Fund holdings should
be rebalanced, on a percentage basis, between two and ten of
your Funds on a quarterly, semiannual or annual basis. Your
portfolio will be rebalanced through the exchange of shares in
one or more of your Funds for shares of the same class of one or
more other Funds in your portfolio. Rebalancing will not occur
if your portfolio is within 2% of your stated allocation. If you
wish to participate in the Program, make changes or cancel the
Program, the transfer agent must receive your request to
participate, changes, or cancellation in good order at least
five business days prior to the next rebalancing date, which is
normally the 28th day of the last month of the period you
choose. We may modify, suspend or terminate the Program at any
time on 60 days prior written notice to participating
investors. Certain financial advisers and other financial
intermediaries may also offer portfolio rebalancing programs.
Redeeming
Shares
For Funds other than Premier Portfolio, Premier Tax-Exempt
Portfolio and Premier U.S. Government Money Portfolio, the
transfer agent or authorized intermediary, if applicable, must
receive your call during the hours of the customary trading
session of the New York Stock Exchange (NYSE) in order to effect
the redemption at that days net asset value. For Premier
Portfolio, Premier Tax-Exempt Portfolio and Premier
U.S. Government Money Portfolio, the transfer agent or
authorized intermediary, if applicable, must receive your call
before the Funds net asset value determination in order to
effect the redemption that day.
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How to Redeem Shares
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Through a Financial Adviser or Financial Intermediary
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Contact your financial adviser or financial intermediary
(including your retirement plan administrator).
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By Mail
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Send a written request to the transfer agent which includes:
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Original signatures of all registered owners/trustees;
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The dollar value or number of shares that you wish to redeem;
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The name of the Fund(s) and your account number;
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The cost basis method or specific shares you wish to redeem for tax reporting purposes, if different than the method already on record; and
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Signature guarantees, if necessary (see below).
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The transfer agent may require that you provide additional
documentation, or information, such as corporate resolutions or
powers of attorney, if applicable. If you are redeeming from an
IRA or other type of retirement account, you must complete the
appropriate distribution form, as well as employer authorization.
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By Telephone
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Call the transfer agent at
1-800-959-4246.
You will be allowed to redeem by telephone if:
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Your redemption proceeds are to be mailed to your address on record (and there has been no change in your address of record within the last 30 days) or transferred electronically to a pre-authorized checking account;
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You do not hold physical share certificates;
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You can provide proper identification information;
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Your redemption proceeds do not exceed $250,000 per Fund; and
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You have not previously declined the telephone redemption privilege.
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You may, in limited circumstances, initiate a redemption from an
Invesco IRA by telephone. Redemptions from other types of
retirement plan accounts may be initiated only in writing and
require the completion of the appropriate distribution form, as
well as employer authorization.
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Automated Investor Line
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Call the Invesco Investment Services, Inc. 24-hour Automated
Investor Line at
1-800-246-5463.
You may place your redemption order after you have provided the
bank instructions that will be requested.
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By Internet
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Place your redemption request at www.invesco.com/us. You will be
allowed to redeem by Internet if:
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You do not hold physical share certificates;
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You can provide proper identification information;
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Your redemption proceeds do not exceed $250,000 per Fund; and
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You have already provided proper bank information.
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Redemptions from most retirement plan accounts may be initiated
only in writing and require the completion of the appropriate
distribution form, as well as employer authorization.
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Timing and Method
of Payment
We normally will send out payments within one business day, and
in any event no more than seven days, after your redemption
request is received in good order (meaning that all necessary
information and documentation related to the redemption request
have been provided to the transfer
A-7 The
Invesco Funds
agent or authorized intermediary, if applicable). If you redeem
shares recently purchased by check or ACH, you may be required
to wait up to ten business days before we send your redemption
proceeds. This delay is necessary to ensure that the purchase
has cleared. Payment may be postponed under unusual
circumstances, as allowed by the SEC, such as when the NYSE
restricts or suspends trading.
Redemption checks are mailed to your address of record, via
first class U.S. mail, unless you make other
arrangements with the transfer agent.
We use reasonable procedures to confirm that instructions
communicated via telephone and the Internet are genuine, and we
are not liable for losses arising from actions taken in
accordance with instructions that are reasonably believed to be
genuine.
Expedited
Redemptions (Invesco Cash Reserve Shares of Invesco Money Market
Fund only)
If you place your redemption order by telephone, before
11:30 a.m. Eastern Time and request an expedited
redemption, we will transmit payment of redemption proceeds on
that same day via federal wire to a bank of record on your
account. If we receive your redemption order after
11:30 a.m. Eastern Time and before the close of the
customary trading session of the NYSE, we will transmit payment
on the next business day.
Systematic
Withdrawals
You may arrange for regular periodic withdrawals from your
account in amounts equal to or greater than $50 per Fund. We
will redeem the appropriate number of shares from your account
to provide redemption proceeds in the amount requested. You must
have a total account balance of at least $5,000 in order to
establish a Systematic Redemption Plan, unless you are
establishing a Required Minimum Distribution for a retirement
plan. You can stop this plan at any time by giving ten
days prior notice to the transfer agent.
Check
Writing
The transfer agent provides check writing privileges for
accounts in the following Funds and share classes:
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Invesco Money Market Fund, Invesco Cash Reserve Shares,
Class A5 shares, Class Y shares and Investor Class
shares
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Invesco Tax-Exempt Cash Fund, Class A shares, Class Y
shares and Investor Class shares
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Premier Portfolio, Investor Class shares
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Premier Tax-Exempt Portfolio, Investor Class shares
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Premier U.S. Government Money Portfolio, Investor Class
shares
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You may redeem shares of these Funds by writing checks in
amounts of $250 or more if you have subscribed to the service by
completing a Check Writing authorization form.
Redemption by check is not available for retirement accounts.
Checks are not eligible to be converted to ACH by the payee. You
may not give authorization to a payee by phone to debit your
account by ACH for a debt owed to the payee.
Signature
Guarantees
We require a signature guarantee in the following circumstances:
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When your redemption proceeds will equal or exceed $250,000 per
Fund.
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When you request that redemption proceeds be paid to someone
other than the registered owner of the account.
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When you request that redemption proceeds be sent somewhere
other than the address of record or bank of record on the
account.
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When you request that redemption proceeds be sent to a new
address or an address that changed in the last 30 days.
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The transfer agent will accept a guarantee of your signature by
a number of different types of financial institutions. Call the
transfer agent for additional information. Some institutions
have transaction amount maximums for these guarantees. Please
check with the guarantor institution to determine whether the
signature guarantee offered will be sufficient to cover the
value of your transaction request.
Redemptions in
Kind
Although the Funds generally intend to pay redemption proceeds
solely in cash, the Funds reserve the right to determine, in
their sole discretion, whether to satisfy redemption requests by
making payment in securities or other property (known as a
redemption in kind).
Redemptions
Initiated by the Funds
If your account (Class A, B, C, P, S and Investor Class
shares only) has been open at least one year, you have not made
an additional purchase in the account during the past six
calendar months, and the value of your account falls below $500
for three consecutive months, the Funds have the right to redeem
the account after giving you 60 days prior written
notice. You may avoid having your account redeemed during the
notice period by bringing the account value up to $500 or by
initiating a Systematic Purchase Plan.
If the Fund determines that you have not provided a correct
Social Security or other tax identification number on your
account application, or the Fund is not able to verify your
identity as required by law, the Fund may, at its discretion,
redeem the account and distribute the proceeds to you.
Minimum Account
Balance
A low balance fee of $12 per year will be deducted in the fourth
quarter of each year from all Class A share, Class C
share and Investor Class share accounts held in the Fund (each a
Fund Account) with a value less than the low balance amount
(the Low Balance Amount) as determined from time to time by the
Fund and the Adviser. The Fund and the Adviser generally expect
the Low Balance Amount to be $750, but such amount may be
adjusted for any year depending on various factors, including
market conditions. The Low Balance Amount and the date on which
it will be deducted from any Fund Account will be posted on
our web site, www.invesco.com/us, on or about November 1 of each
year. This fee will be payable to the transfer agent by
redeeming from a Fund Account sufficient shares owned by a
shareholder and will be used by the transfer agent to offset
amounts that would otherwise be payable by the Fund to the
transfer agent under the transfer agency agreement. The low
balance fee is not applicable to Fund Accounts comprised
of: (i) fund of funds accounts, (ii) escheated
accounts, (iii) accounts participating in a Systematic
Purchase Plan established directly with the Fund,
(iv) accounts with Dollar Cost Averaging, (v) accounts
in which Class B Shares are immediately involved in the
automatic conversion to Class A Shares, and those
corresponding Class A Shares immediately involved in such
conversion, (vi) accounts in which all shares are evidenced
by share certificates, (vii) certain retirement plan
accounts, (viii) forfeiture accounts in connection with
certain retirement plans, (ix) investments in Class B,
Class P, Class R, Class S or Class Y Shares,
(x) certain money market funds (Investor Class of Premier
U.S. Government Money, Premier Tax-Exempt and Premier
Portfolios; all classes of Invesco Money Market Fund; and all
classes of Invesco Tax-Exempt Cash Fund), or (xi) accounts
in Class A shares established pursuant to an advisory fee
program.
Some investments in the Funds are made through accounts that are
maintained by intermediaries (rather than the Funds
transfer agent) and some investments are made indirectly through
products that use the Funds as underlying investments, such as
employee benefit plans, funds of funds, qualified tuition plans,
and variable insurance contracts (these products are generally
referred to as conduit investment vehicles). If shares of the
Funds are held in an account maintained by an intermediary or in
the name of a conduit investment vehicle (and not in the names
of individual investors), the intermediary or conduit investment
vehicle may impose low balance rules which differ from those
described in this prospectus. Please consult your financial
adviser or other financial intermediary for details.
A-8 The
Invesco Funds
Exchanging
Shares
You may, under certain circumstances, exchange shares in one
Fund for those of another Fund. An exchange is the purchase of
shares in one Fund which is paid for with the proceeds from a
redemption of shares of another Fund effectuated on the same
day. Any gain on the transaction may be subject to federal
income tax. Accordingly, the procedures and processes applicable
to redemptions of Fund shares, as discussed under the heading
Redeeming Shares above, will apply. Before
requesting an exchange, review the prospectus of the Fund you
wish to acquire.
All exchanges are subject to the limitations set forth in the
prospectuses of the Funds. If you wish to exchange shares of one
Fund for those of another Fund, you must consult the prospectus
of the Fund whose shares you wish to acquire to determine
whether the Fund is offering shares to new investors and whether
you are eligible to acquire shares of that Fund.
Permitted
Exchanges
Except as otherwise provided herein or in the SAI, you generally
may exchange your shares for shares of the same class of another
Fund. The following below shows permitted exchanges:
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Exchange From
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Exchange To
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Invesco Cash Reserve Shares
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Class A, C, R, Y*, Investor Class
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Class A
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Class A, Y*, Investor Class, Invesco Cash Reserve Shares
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Class A2
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Class A, Y*, Investor Class, Invesco Cash Reserve Shares
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Class A5
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Class A, Y*, Investor Class, Invesco Cash Reserve Shares
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Investor Class
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Class A, Y*, Investor Class
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Class P
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Class A, Invesco Cash Reserve Shares
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Class S
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Class A, S, Invesco Cash Reserve Shares
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Class B
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Class B
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Class B5
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Class B
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Class C
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Class C, Y*
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Class C5
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Class C, Y*
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Class R
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Class R
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Class R5
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Class R
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Class Y
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Class Y
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*
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You may exchange your Invesco Cash Reserve Shares, Class A
shares, Class C shares or Investor Class shares for Class Y
shares of the same Fund if you otherwise qualify to buy that
Funds Class Y shares. Please consult your financial
adviser to discuss the tax implications, if any, of all
exchanges into Class Y shares of the same Fund.
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Exchanges into
Invesco Van Kampen Senior Loan Fund
Invesco Van Kampen Senior Loan Fund is a closed-end fund that
continuously offers its shares pursuant to the terms and
conditions of its prospectus. The Adviser is the investment
adviser for the Invesco Van Kampen Senior Loan Fund. As with the
Invesco Funds, you generally may exchange your shares of
Class A (Invesco Cash Reserve Shares of Invesco Money
Market Fund), Class B or Class C of any Invesco Fund
for shares of Class A, Class B or Class C,
respectively, of Invesco Van Kampen Senior Loan Fund. Please
refer to the prospectus for the Invesco Van Kampen Senior Loan
Fund for more information, including limitations on exchanges
out of Invesco Van Kampen Senior Loan Fund.
Exchanges Not
Permitted
The following exchanges are not permitted:
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Investor Class shares cannot be exchanged for Class A
shares of any Fund which offers Investor Class shares.
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Exchanges into Class A2 shares of Invesco Limited Maturity
Treasury Fund and Invesco Tax-Free Intermediate Fund (also known
as the Category III Funds) are not permitted.
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Class A2 shares of Invesco Limited Maturity Treasury Fund
and Invesco Tax-Free Intermediate Fund cannot be exchanged for
Class A shares of those Funds.
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Invesco Cash Reserve Shares cannot be exchanged for Class C
or R shares if the shares being exchanged were acquired by
exchange from Class A shares of any Fund.
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Invesco Cash Reserve shares, Class A shares, Class C
shares or Investor Class shares of one Fund cannot be exchanged
for Class Y shares of a different Fund.
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All existing systematic exchanges and reallocations will cease
and these options will no longer be available on all 403(b)
prototype plans.
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Exchange
Conditions
The following conditions apply to all exchanges:
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Shares must have been held for at least one day prior to the
exchange with the exception of dividends and distributions that
are reinvested; and
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If you have physical share certificates, you must return them to
the transfer agent in order to effect the exchange.
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Under unusual market conditions, a Fund may delay the exchange
of shares for up to five business days if it determines that it
would be materially disadvantaged by the immediate transfer of
exchange proceeds. The exchange privilege is not an option or
right to purchase shares. Any of the participating Funds or the
distributor may modify or terminate this privilege at any time.
Initial Sales
Charges, CDSCs and 12b-1 Fees on Applicable to
Exchanges
You may be required to pay an initial sales charge when
exchanging from a Fund with a lower initial sales charge than
the one into which you are exchanging. If you exchange into
shares that are subject to a CDSC, we will begin the holding
period for purposes of calculating the CDSC on the date you made
your initial purchase.
In addition, as a result of differences in the forms of
distribution plans and distribution plans and service plans
among the Funds, certain exchanges of Class A shares,
Class B shares, Class C shares, and Class R
shares of a Fund for the same class of shares of another Fund
may result in investors paying a higher or a lower 12b-1 fee on
the Fund being exchanged into. Please refer to the prospectus
fee table and financial highlights table and the statement of
additional information for more information on the fees and
expenses, including applicable 12b-1 fees, of the Fund you wish
to acquire.
Rights
Reserved by the Funds
Each Fund and its agents reserve the right at any time to:
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Reject or cancel all or any part of any purchase or exchange
order.
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Modify any terms or conditions related to the purchase,
redemption or exchange of shares of any Fund.
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Reject or cancel any request to establish a Systematic Purchase
Plan, Systematic Redemption Plan or Portfolio Rebalancing
Program.
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Suspend, change or withdraw all or any part of the offering made
by this prospectus.
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Excessive
Short-Term Trading Activity (Market Timing)
Disclosures
While the Funds provide their shareholders with daily liquidity,
their investment programs are designed to serve long-term
investors and are not designed to accommodate excessive
short-term trading activity in violation of our policies
described below. Excessive short-term trading activity in the
Funds shares (i.e., a purchase of Fund shares followed
shortly thereafter by a redemption of such shares, or vice
versa) may hurt the long-term performance of certain Funds by
requiring them to maintain an excessive amount of cash or to
liquidate portfolio holdings at a disadvantageous time, thus
interfering with the efficient management of such Funds by
causing them to incur increased brokerage and
A-9 The
Invesco Funds
administrative costs. Where excessive short-term trading
activity seeks to take advantage of arbitrage opportunities from
stale prices for portfolio securities, the value of Fund shares
held by long-term investors may be diluted. The Boards of
Trustees of the Funds (collectively, the Board) have adopted
policies and procedures designed to discourage excessive or
short-term trading of Fund shares for all Funds except the money
market funds. However, there is the risk that these Funds
policies and procedures will prove ineffective in whole or in
part to detect or prevent excessive or short-term trading. These
Funds may alter their policies at any time without prior notice
to shareholders if the adviser believes the change would be in
the best interests of long-term shareholders.
Invesco and certain of its corporate affiliates (Invesco and
such affiliates, collectively, the Invesco Affiliates) currently
use the following tools designed to discourage excessive
short-term trading in the retail Funds:
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Trade activity monitoring.
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Trading guidelines.
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Purchase blocking.
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The use of fair value pricing consistent with procedures
approved by the Board.
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Each of these tools is described in more detail below. Although
these tools are designed to discourage excessive short-term
trading, you should understand that none of these tools alone
nor all of them taken together eliminate the possibility that
excessive short-term trading activity in the Funds will occur.
Moreover, each of these tools involves judgments that are
inherently subjective. Invesco Affiliates seek to make these
judgments to the best of their abilities in a manner that they
believe is consistent with long-term shareholder interests.
Money Market Funds.
The Board of Invesco Money
Market Fund, Invesco Tax-Exempt Cash Fund, Premier Portfolio,
Premier Tax-Exempt Portfolio and Premier U.S. Government
Money Portfolio (the money market funds) has not adopted any
policies and procedures that would limit frequent purchases and
redemptions of such Funds shares. The Board considered the
risks of not having a specific policy that limits frequent
purchases and redemptions, and determined that those risks were
minimal. Nonetheless, to the extent that a money market fund
must maintain additional cash
and/or
securities with short-term durations in greater amounts than may
otherwise be required or borrow to honor redemption requests,
the money market funds yield could be negatively impacted.
The Board does not believe that it is appropriate to adopt any
such policies and procedures for the money market funds for the
following reasons:
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The money market funds are offered to investors as cash
management vehicles; investors must perceive an investment in
such Funds as an alternative to cash, and must be able to
purchase and redeem shares regularly and frequently.
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One of the advantages of a money market fund as compared to
other investment options is liquidity. Any policy that
diminishes the liquidity of the money market funds will be
detrimental to the continuing operations of such Funds.
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The money market funds portfolio securities are valued on
the basis of amortized cost, and such Funds seek to maintain a
constant net asset value. As a result, there are no price
arbitrage opportunities.
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Because the money market funds seek to maintain a constant net
asset value, investors expect to receive upon redemption the
amount they originally invested in such Funds.
|
Trade Activity
Monitoring
Invesco Affiliates monitor selected trades on a daily basis in
an effort to detect excessive short-term trading activities. If,
as a result of this monitoring, Invesco Affiliates believe that
a shareholder has engaged in excessive short-term trading, they
will seek to act in a manner that they believe is consistent
with the best interests of long-term investors, which may
include taking steps such as (i) asking the shareholder to
take action to stop such activities or (ii) refusing to
process future purchases or exchanges related to such activities
in the shareholders accounts other than exchanges into a
money market Fund. Invesco Affiliates will use reasonable
efforts to apply the Funds policies uniformly given the
practical limitations described above.
The ability of Invesco Affiliates to monitor trades that are
made through accounts that are maintained by intermediaries
(rather than the Funds transfer agent) and through conduit
investment vehicles may be limited.
Trading
Guidelines
If a Fund or an Invesco Affiliate determines, in its sole
discretion, that your short-term trading activity is excessive,
the Fund may, in its sole discretion, reject any additional
purchase and exchange orders.
Purchase Blocking
Policy
The Funds (except those listed below) have adopted a policy
under which any shareholder redeeming shares having a value of
$5,000 or more from a Fund on any trading day will be precluded
from investing in that Fund for 30 calendar days after the
redemption transaction date. The policy applies to redemptions
and purchases that are part of exchange transactions. Under the
purchase blocking policy, certain purchases will not be
prevented and certain redemptions will not trigger a purchase
block, such as: purchases and redemptions of shares having a
value of less than $5,000; systematic purchase, redemption and
exchange account options; transfers of shares within the same
Fund; non-discretionary rebalancing in
fund-of-funds;
asset allocation features; fee-based accounts; account
maintenance fees; small balance account fees; plan-level omnibus
retirement plans or employee benefit plans; death and disability
and hardship distributions; loan transactions; transfers of
assets; retirement plan rollovers; IRA conversions and
re-characterizations; and mandatory distributions from
retirement accounts.
The Funds reserve the right to modify any of the parameters
(including those not listed above) of the purchase blocking
policy at any time. Further, the purchase blocking policy may be
waived with respect to specific shareholder accounts in those
instances where Invesco Advisers, Inc. (Invesco)
determines that its surveillance procedures are adequate to
detect frequent trading in Fund shares.
To the extent that certain systems or intermediaries (such as
investment dealers holding shareholder accounts in street name,
retirement plan record keepers, insurance company separate
accounts and bank trust companies) are unable to apply the
purchase blocking policy, Invesco will work with those system
providers or intermediaries to apply their own procedures,
provided that Invesco believes the procedures are reasonably
designed to enforce the frequent trading policies of the Funds.
You should refer to disclosures provided by the intermediaries
with which you have an account to determine the specific trading
restrictions that apply to you. If Invesco identifies any
activity that may constitute frequent trading, it reserves the
right to contact the intermediary and request that the
intermediary either provide information regarding an account
owners transactions or restrict the account owners
trading. There is no guarantee that all instances of frequent
trading in fund shares will be prevented.
The purchase blocking policy does not apply to Invesco Money
Market Fund, Invesco Tax-Exempt Cash Fund, Premier Portfolio,
Premier Tax-Exempt Portfolio and Premier U.S. Government
Money Portfolio.
Fair Value
Pricing
Securities owned by a Fund are to be valued at current market
value if market quotations are readily available. All other
securities and assets of a Fund for which market quotations are
not readily available are to be valued at fair value determined
in good faith using procedures approved by the Board. An effect
of fair value pricing may be to reduce the ability of frequent
traders to take advantage of arbitrage opportunities resulting
from potentially stale prices of portfolio holdings.
However, it cannot eliminate the possibility of frequent trading.
A-10 The
Invesco Funds
Pricing
of Shares
Determination of
Net Asset Value
The price of each Funds shares is the Funds net
asset value per share. The Funds value portfolio securities for
which market quotations are readily available at market value.
The Funds value all other securities and assets for which market
quotations are unavailable or unreliable at their fair value in
good faith using procedures approved by the Board. The Board has
delegated the daily determination of good faith fair value
methodologies to Invescos Valuation Committee, which acts
in accordance with Board approved policies. On a quarterly
basis, Invesco provides the Board various reports indicating the
quality and effectiveness of its fair value decisions on
portfolio holdings. Securities and other assets quoted in
foreign currencies are valued in U.S. dollars based on the
prevailing exchange rates on that day.
Even when market quotations are available, they may be stale or
unreliable because the security is not traded frequently,
trading on the security ceased before the close of the trading
market or issuer specific events occurred after the security
ceased trading or because of the passage of time between the
close of the market on which the security trades and the close
of the NYSE and when the Fund calculates its net asset value.
Issuer specific events may cause the last market quotation to be
unreliable. Such events may include a merger or insolvency,
events which affect a geographical area or an industry segment,
such as political events or natural disasters, or market events,
such as a significant movement in the U.S. market. Where
market quotations are not readily available, including where
Invesco determines that the closing price of the security is
unreliable, Invesco will value the security at fair value in
good faith using procedures approved by the Board. Fair value
pricing may reduce the ability of frequent traders to take
advantage of arbitrage opportunities resulting from potentially
stale prices of portfolio holdings. However, it
cannot eliminate the possibility of frequent trading.
Fair value is that amount that the owner might reasonably expect
to receive for the security upon its current sale. Fair value
requires consideration of all appropriate factors, including
indications of fair value available from pricing services. A
fair value price is an estimated price and may vary from the
prices used by other mutual funds to calculate their net asset
values.
Invesco may use indications of fair value from pricing services
approved by the Board. In other circumstances, the Invesco
Valuation Committee may fair value securities in good faith
using procedures approved by the Board. As a means of evaluating
its fair value process, Invesco routinely compares closing
market prices, the next days opening prices for the
security in its primary market if available, and indications of
fair value from other sources. Fair value pricing methods and
pricing services can change from time to time as approved by the
Board.
Specific types of securities are valued as follows:
Senior Secured Floating Rate Loans and Senior Secured
Floating Rate Debt Securities.
Senior secured floating rate
loans and senior secured floating rate debt securities are fair
valued using evaluated quotes provided by an independent pricing
service. Evaluated quotes provided by the pricing service may
reflect appropriate factors such as market quotes, ratings,
tranche type, industry, company performance, spread, individual
trading characteristics, institution-size trading in similar
groups of securities and other market data.
Domestic Exchange Traded Equity Securities.
Market
quotations are generally available and reliable for domestic
exchange traded equity securities. If market quotations are not
available or are unreliable, Invesco will value the security at
fair value in good faith using procedures approved by the Board.
Foreign Securities.
If market quotations are
available and reliable for foreign exchange traded equity
securities, the securities will be valued at the market
quotations. Because trading hours for certain foreign securities
end before the close of the NYSE, closing market quotations may
become unreliable. If between the time trading ends on a
particular security and the close of the customary trading
session on the NYSE events occur that are significant and may
make the closing price unreliable, the Fund may fair value the
security. If an issuer specific event has occurred that Invesco
determines, in its judgment, is likely to have affected the
closing price of a foreign security, it will price the security
at fair value. Invesco also relies on a screening process from a
pricing vendor to indicate the degree of certainty, based on
historical data, that the closing price in the principal market
where a foreign security trades is not the current market value
as of the close of the NYSE. For foreign securities where
Invesco believes, at the approved degree of certainty, that the
price is not reflective of current market value, Invesco will
use the indication of fair value from the pricing service to
determine the fair value of the security. The pricing vendor,
pricing methodology or degree of certainty may change from time
to time.
Fund securities primarily traded on foreign markets may trade on
days that are not business days of the Fund. Because the net
asset value of Fund shares is determined only on business days
of the Fund, the value of the portfolio securities of a Fund
that invests in foreign securities may change on days when you
will not be able to purchase or redeem shares of the Fund.
Fixed Income Securities.
Government, corporate,
asset-backed and municipal bonds, convertible securities,
including high yield or junk bonds, and loans, normally are
valued on the basis of prices provided by independent pricing
services. Prices provided by the pricing services may be
determined without exclusive reliance on quoted prices, and may
reflect appropriate factors such as institution-size trading in
similar groups of securities, developments related to special
securities, dividend rate, maturity and other market data.
Prices received from pricing services are fair value prices. In
addition, if the price provided by the pricing service and
independent quoted prices are unreliable, the Invesco valuation
committee will fair value the security using procedures approved
by the Board.
Short-term Securities.
Invesco Money Market Fund,
Invesco Tax-Exempt Cash Fund, Premier Portfolio, Premier
Tax-Exempt Portfolio and Premier U.S. Government Money
Portfolio value all their securities at amortized cost. Invesco
Municipal Bond Fund and Invesco Tax-Free Intermediate Fund value
variable rate securities that have an unconditional demand or
put feature exercisable within seven days or less at par, which
reflects the market value of such securities.
Futures and Options.
Futures contracts are valued at
the final settlement price set by the exchange on which they are
principally traded. Options are valued on the basis of market
quotations, if available.
Swap Agreements.
Swap Agreements are fair valued
using an evaluated quote provided by an independent pricing
service. Evaluated quotes provided by the pricing service are
based on a model that may include end of day net present values,
spreads, ratings, industry and company performance.
Open-end Funds.
To the extent a Fund invests in
other open-end Funds, other than open-end Funds that are
exchange traded, the investing Fund will calculate its net asset
value using the net asset value of the underlying fund in which
it invests, and the prospectuses for such open-end Funds explain
the circumstances under which they will use fair value pricing
and the effects of using fair value pricing.
Each Fund, except for Premier Portfolio, Premier Tax-Exempt
Portfolio and Premier U.S. Government Money Portfolio,
determines the net asset value of its shares on each day the
NYSE is open for business (a business day), as of the close of
the customary trading session, or earlier NYSE closing time that
day. Premier Portfolio, Premier Tax-Exempt Portfolio and Premier
U.S. Government Money Portfolio open for business at
8:00 a.m. Eastern Time. Premier Portfolio and Premier
U.S. Government Money Portfolio will generally determine
the net asset value of their shares at 5:30 p.m. Eastern
Time. Premier Tax-Exempt Portfolio will generally determine the
net asset value of its shares at 4:30 p.m. Eastern Time.
Premier Portfolio, Premier Tax-Exempt Portfolio and Premier
U.S. Government Money Portfolio are authorized not to open
for trading
A-11 The
Invesco Funds
on a day that is otherwise a business day if the Federal Reserve
Bank of New York and The Bank of New York Mellon, the
Funds custodian, are not open for business or the
Securities Industry and Financial Markets Association (SIFMA)
recommends that government securities dealers not open for
trading and any such day will not be considered a business day.
Premier Portfolio, Premier Tax-Exempt Portfolio and Premier
U.S. Government Money Portfolio also may close early on a
business day if SIFMA recommends that government securities
dealers close early. If Premier Portfolio, Premier Tax-Exempt
Portfolio or Premier U.S. Government Money Portfolio uses
its discretion to close early on a business day, the Fund will
calculate its net asset value as of the time of such closing.
From time to time and in circumstances deemed appropriate by
Invesco in its sole discretion, each of Premier Portfolio,
Premier Tax-Exempt Portfolio and Premier U.S. Government
Money Portfolio may remain open for business, during customary
business day hours, on a day that the NYSE is closed for
business. In such event, on such day you will be permitted to
purchase or redeem shares of such Funds and net asset values
will be calculated for such Funds.
For financial reporting purposes and shareholder transactions on
the last day of the fiscal quarter, transactions are normally
accounted for on a trade date basis. For purposes of executing
shareholder transactions in the normal course of business (other
than shareholder transactions at a fiscal period-end), each
Funds portfolio securities transactions are recorded no
later than the first business day following the trade date.
The Invesco Balanced-Risk Allocation Fund and Invesco
Balanced-Risk Commodity Strategy Fund may each invest up to 25%
of their total assets in shares of their respective subsidiaries
(the Subsidiaries). The Subsidiaries offer to redeem all or a
portion of their shares at the current net asset value per share
every regular business day. The value of shares of the
Subsidiaries will fluctuate with the value of the respective
Subsidiarys portfolio investments. The Subsidiaries price
their portfolio investments pursuant to the same pricing and
valuation methodologies and procedures used by the Funds, which
require, among other things, that each of the Subsidiaries
portfolio investments be
marked-to-market
(that is, the value on each of the Subsidiaries books
changes) each business day to reflect changes in the market
value of the investment.
Timing of
Orders
For Funds other than Premier Portfolio, Premier Tax-Exempt
Portfolio and Premier U.S. Government Money Portfolio, you
can purchase or redeem shares on each business day prior to the
close of the customary trading session or any earlier NYSE
closing time that day. For Funds other than Premier Portfolio,
Premier Tax-Exempt Portfolio and Premier U.S. Government
Money Portfolio, purchase orders that are received and accepted
before the close of the customary trading session or any earlier
NYSE closing time on a business day generally are processed that
day and settled on the next business day.
For Premier Portfolio, Premier Tax-Exempt Portfolio and Premier
U.S. Government Money Portfolio, you can purchase or redeem
shares on each business day, prior to the Funds net asset
value determination on such business day; however, if your order
is received and accepted after the close of the customary
trading session or any earlier NYSE closing time that day, your
order generally will be processed on the next business day and
settled on the second business day following the receipt and
acceptance of your order.
For all Funds, you can exchange shares on each business day,
prior to the close of the customary trading session or any
earlier NYSE closing time that day. Shareholders of Premier
Portfolio, Premier Tax-Exempt Portfolio and Premier
U.S. Government Money Portfolio therefore cannot exchange
their shares after the close of the customary trading session or
any earlier NYSE closing time on a particular day, even though
these Funds remain open after such closing time.
The Funds price purchase, exchange and redemption orders at the
net asset value calculated after the transfer agent receives an
order in good order. Any applicable sales charges are applied at
the time an order is processed. A Fund may postpone the right of
redemption only under unusual circumstances, as allowed by the
Securities and Exchange Commission, such as when the NYSE
restricts or suspends trading.
Taxes
A Fund intends to qualify each year as a regulated investment
company and, as such, is not subject to entity-level tax on the
income and gain it distributes to shareholders. If you are a
taxable investor, dividends and distributions you receive from a
Fund generally are taxable to you whether you reinvest
distributions in additional Fund shares or take them in cash.
Every year, you will be sent information showing the amount of
dividends and distributions you received from a Fund during the
prior calendar year. In addition, investors in taxable accounts
should be aware of the following basic tax points as
supplemented below where relevant:
Fund Tax
Basics
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A Fund earns income generally in the form of dividends or
interest on its investments. This income, less expenses incurred
in the operation of a Fund, constitutes the Funds net
investment income from which dividends may be paid to you. If
you are a taxable investor, distributions of net investment
income generally are taxable to you as ordinary income.
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Distributions of net short-term capital gains are taxable to you
as ordinary income. A Fund with a high portfolio turnover rate
(a measure of how frequently assets within a Fund are bought and
sold) is more likely to generate short-term capital gains than a
Fund with a low portfolio turnover rate.
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Distributions of net long-term capital gains are taxable to you
as long-term capital gains no matter how long you have owned
your Fund shares.
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If you are an individual and meet certain holding period
requirements, a portion of income dividends paid to you by a
Fund may be designated as qualified dividend income eligible for
taxation at long-term capital gain rates. These reduced rates
generally are available (through 2012) for dividends
derived from a Funds investment in stocks of domestic
corporations and qualified foreign corporations. In the case of
a Fund that invests primarily in debt securities, either none or
only a nominal portion of the dividends paid by the Fund will be
eligible for taxation at these reduced rates.
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Distributions declared to shareholders with a record date in
Decemberif paid to you by the end of Januaryare
taxable for federal income tax purposes as if received in
December.
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Any long-term or short-term capital gains realized on sale or
redemption of your Fund shares will be subject to federal income
tax. For tax purposes an exchange of your shares for shares of
another Fund is the same as a sale. Your gain or loss is
calculated by subtracting from the gross proceeds your cost
basis. Gross proceeds and, for shares acquired on or after
January 1, 2012 and disposed of after that date, cost basis
will be reported to you and the Internal Revenue Service (IRS).
Cost basis will be calculated using the Funds default
method of average cost, unless you instruct the Fund to use a
different calculation method. As a service to you, the Fund will
continue to provide to you (but not the IRS) cost basis
information for shares acquired before 2012, when available,
using the average cost method. Shareholders should carefully
review the cost basis information provided by a Fund and make
any additional basis, holding period or other adjustments that
are required when reporting these amounts on their federal
income tax returns. If you hold your Fund shares through a
broker (or other nominee), please contact that broker (nominee)
with respect to reporting of cost basis and available elections
for your account. For more information about the cost basis
methods offered by Invesco, please refer to the Tax Center
located under the Accounts & Services menu of our
website at www.Invesco.com/us.
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At the time you purchase your Fund shares, the Funds net
asset value may reflect undistributed income, undistributed
capital gains, or net
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A-12 The
Invesco Funds
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unrealized appreciation in value of portfolio securities held by
the Fund. A subsequent distribution to you of such amounts,
although constituting a return of your investment, would be
taxable. This is sometimes referred to as buying a
dividend.
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By law, if you do not provide a Fund with your proper taxpayer
identification number and certain required certifications, you
may be subject to backup withholding on any distributions of
income, capital gains, or proceeds from the sale of your shares.
A Fund also must withhold if the IRS instructs it to do so. When
withholding is required, the amount will be 28% of any
distributions or proceeds paid (for distributions and proceeds
paid after December 31, 2012, the rate is scheduled to rise to
31% unless the 28% rate is extended or made permanent).
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You will not be required to include the portion of dividends
paid by the Fund derived from interest on U.S. government
obligations in your gross income for purposes of personal and,
in some cases, corporate income taxes in many state and local
tax jurisdictions. The percentage of dividends that constitutes
dividends derived from interest on federal obligations will be
determined annually. This percentage may differ from the actual
percentage of interest received by the Fund on federal
obligations for the particular days on which you hold shares.
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For taxable years beginning after December 31, 2012, an
additional 3.8% Medicare tax will be imposed on certain net
investment income (including ordinary dividends and capital gain
distributions received from a Fund and net gains from
redemptions or other taxable dispositions of Fund shares) of
U.S. individuals, estates and trusts to the extent that such
persons modified adjusted gross income (in the
case of an individual) or adjusted gross income (in
the case of an estate or trust) exceeds a threshold amount.
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Fund distributions and gains from sale or exchange of your Fund
shares generally are subject to state and local income taxes.
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If a Fund qualifies to pass through to you the tax benefits from
foreign taxes it pays on its investments, and elects to do so,
then any foreign taxes it pays on these investments may be
passed through to you as a foreign tax credit. You will then be
required to include your pro-rata share of these taxes in gross
income, even though not actually received by you, and will be
entitled either to deduct your share of these taxes in computing
your taxable income, or to claim a foreign tax credit for these
taxes against your U.S. federal income tax.
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Foreign investors should be aware that U.S. withholding,
special certification requirements to avoid U.S. backup
withholding and claim any treaty benefits and estate taxes may
apply to an investment in a Fund.
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The above discussion concerning the taxability of Fund dividends
and distributions and of redemptions and exchanges of Fund
shares is inapplicable to investors that generally are exempt
from federal income tax, such as retirement plans that are
qualified under Section 401 and 403 of the Code and
individual retirement accounts (IRAs) and Roth IRAs.
Tax-Exempt and
Municipal Funds
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You will not be required to include the
exempt-interest portion of dividends paid by the
Fund in your gross income for federal income tax purposes. You
will be required to report the receipt of exempt-interest
dividends and other tax-exempt interest on your federal income
tax returns. The percentage of dividends that constitutes
exempt-interest dividends will be determined annually. This
percentage may differ from the actual percentage of exempt
interest received by the Fund for the particular days in which
you hold shares.
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A Fund may invest in municipal securities the interest on which
constitutes an item of tax preference and could give rise to a
federal alternative minimum tax liability for you, unless such
municipal securities were issued in 2009 or 2010.
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Exempt-interest dividends from interest earned on municipal
securities of a state, or its political subdivisions, generally
are exempt from that states personal income tax. Most
states, however, do not grant tax-free treatment to interest
from municipal securities of other states.
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A Fund may invest a portion of its assets in securities that pay
income that is not tax-exempt. To the extent that dividends paid
by a Fund are derived from taxable investments or realized
capital gains, they will be taxable as ordinary income or
long-term capital gains.
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A Fund may distribute to you any market discount and net
short-term capital gains from the sale of its portfolio
securities. If you are a taxable investor, Fund distributions
from this income are taxable to you as ordinary income, and
generally will neither qualify for the dividends received
deduction in the case of corporate shareholders nor as qualified
dividend income subject to reduced rates of taxation in the case
of noncorporate shareholders.
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Exempt-interest dividends from a Fund are taken into account
when determining the taxable portion of your social security or
railroad retirement benefits, may be subject to state and local
income taxes, may affect the deductibility of interest on
certain indebtedness, and may have other collateral federal
income tax consequences for you.
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There are risks that: (a) a security issued as tax-exempt
may be reclassified by the IRS or a state tax authority as
taxable
and/or
(b) future legislative, administrative or court actions
could adversely impact the qualification of income from a
tax-exempt security as tax-free. Such reclassifications or
actions could cause interest from a security to become taxable,
possibly retroactively, subjecting you to increased tax
liability. In addition, such reclassifications or actions could
cause the value of a security, and therefore, the value of the
Funds shares, to decline.
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Money Market
Funds
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A Fund does not anticipate realizing any long-term capital gains.
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Because a Fund expects to maintain a stable net asset value of
$1.00 per share, investors should not have any gain or loss on
sale or exchange of Fund shares.
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Real Estate
Funds
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Because of noncash expenses such as property
depreciation, the cash flow of a REIT that owns properties will
exceed its taxable income. The REIT, and in turn a Fund, may
distribute this excess cash to shareholders. Such a distribution
is classified as a return of capital. Return-of capital
distributions generally are not taxable to you. Your cost basis
in your Fund shares will be decreased by the amount of any
return of capital. Any return of capital distributions in excess
of your cost basis will be treated as capital gains.
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Dividends paid to shareholders from the Funds investments
in U.S. REITs generally will not qualify for taxation at
long-term capital gain rates applicable to qualified dividend
income.
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The Fund may derive excess inclusion income from
certain equity interests in mortgage pooling vehicles either
directly or through an investment in a U.S. REIT. Please
see the SAI for a discussion of the risks and special tax
consequences to shareholders in the event the Fund realizes
excess inclusion income in excess of certain threshold amounts.
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The Funds foreign shareholders should see the SAI for a
discussion of the risks and special tax consequences to them
from a sale of a U.S. real property interest by a REIT in which
the Fund invests.
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Invesco
Balanced-Risk Allocation Fund and Invesco Balanced-Risk
Commodity Strategy Fund
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The Funds strategies of investing in derivatives and
financially-linked instruments whose performance is expected to
correspond to the fixed income, equity and commodity markets may
cause the Funds to recognize more ordinary income and short-term
capital gains taxable as ordinary income than would be the case
if the Funds invested directly in debt instruments, stocks and
commodities.
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A-13 The
Invesco Funds
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The Funds must meet certain requirements under the Code for
favorable tax treatment as a regulated investment company,
including asset diversification and income requirements. The
Funds intend to treat the income each derives from
commodity-linked notes and their respective Subsidiary as
qualifying income. If, contrary to a number of private letter
rulings (PLRs) issued by the IRS, the IRS were to determine such
income is non qualifying, a Fund might fail to satisfy the
income requirement. In lieu of disqualification, the Funds are
permitted to pay a tax for certain failures to satisfy the asset
diversification or income requirements, which, in general, are
limited to those due to reasonable cause and not willful neglect
for taxable years of the Fund with respect to which the extended
due date of the return is after December 22, 2010. The
Funds intend to limit their investments in their respective
Subsidiary to no more than 25% of the value of each Funds
total assets in order to satisfy the asset diversification
requirement.
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The Invesco Balanced-Risk Allocation Fund and the Invesco
Balanced-Risk Commodity Strategy Fund each have received a PLR
from the IRS holding that income from a form of commodity-linked
note is qualifying income. The Invesco Balanced-Risk Allocation
Fund also has received a PLR from the IRS confirming that income
derived by the Fund from its Subsidiary is qualifying income.
The Invesco Balanced-Risk Commodity Strategy Fund has applied to
the IRS for a PLR relating to its Subsidiary. However, the IRS
has suspended issuance of any further PLRs pending a review of
its position.
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Invesco Emerging
Market Local Currency Debt Fund
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The Fund may realize gains from the sale or other disposition of
foreign currencies (including but not limited to gains from
options, futures or forward contracts) derived from investing in
securities or foreign currencies. The U.S. Treasury Department
is authorized to issue regulations on whether the realization of
such foreign currency gains is qualified income for the Fund. If
such regulations are issued, the Fund may not qualify as a
regulated investment company and/or the Fund may change its
investment policy. As of the date of this prospectus, no
regulations have been issued pursuant to this authorization. It
is possible, however, that such regulations may be issued in the
future. Additionally, the IRS has not issued any guidance on how
to apply the asset diversification test to such foreign currency
positions. Thus, the IRS determination as to how to treat
such foreign currency positions for purposes of satisfying the
asset diversification test might differ from that of the Fund,
resulting in the Funds failure to qualify as a regulated
investment company. In lieu of disqualification, the Fund is
permitted to pay a tax for certain failures to satisfy the asset
diversification or income requirements, which, in general, are
limited to those due to reasonable cause and not willful neglect
for taxable years of the Fund with respect to which the extended
due date of the return is after December 22, 2010.
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This discussion of Taxes is for general
information only and not tax advice. All investors should
consult their own tax advisers as to the federal, state, local
and foreign tax provisions applicable to them.
Payments
to Financial Intermediaries
The financial adviser or intermediary through which you purchase
your shares may receive all or a portion of the sales charges
and distribution fees discussed above. In addition to those
payments, Invesco Distributors and other Invesco Affiliates, may
make additional cash payments to financial intermediaries in
connection with the promotion and sale of shares of the Funds.
These additional cash payments may include cash payments and
other payments for certain marketing and support services.
Invesco Affiliates make these payments from their own resources,
from Invesco Distributors retention of initial sales
charges and from payments to Invesco Distributors made by the
Funds under their
12b-1
plans.
In the context of this prospectus, financial
intermediaries include any broker, dealer, bank (including
bank trust departments), registered investment adviser,
financial planner, retirement plan administrator, insurance
company and any other financial intermediary having a selling,
administration or similar agreement with Invesco Affiliates.
Invesco Affiliates make payments as incentives to certain
financial intermediaries to promote and sell shares of the
Funds. The benefits Invesco Affiliates receive when they make
these payments include, among other things, placing the Funds on
the financial intermediarys funds sales system, and access
(in some cases on a preferential basis over other competitors)
to individual members of the financial intermediarys sales
force or to the financial intermediarys management. These
payments are sometimes referred to as shelf space
payments because the payments compensate the financial
intermediary for including the Funds in its fund sales system
(on its sales shelf). Invesco Affiliates compensate
financial intermediaries differently depending typically on the
level
and/or
type of considerations provided by the financial intermediary.
The payments Invesco Affiliates make may be calculated based on
sales of shares of the Funds (Sales-Based Payments), in which
case the total amount of such payments shall not exceed 0.25% of
the public offering price of all shares sold by the financial
intermediary during the particular period. Payments may also be
calculated based on the average daily net assets of the
applicable Funds attributable to that particular financial
intermediary (Asset-Based Payments), in which case the total
amount of such cash payments shall not exceed 0.25% per annum of
those assets during a defined period. Sales-Based Payments
primarily create incentives to make new sales of shares of the
Funds and Asset-Based Payments primarily create incentives to
retain previously sold shares of the Funds in investor accounts.
Invesco Affiliates may pay a financial intermediary either or
both Sales-Based Payments and Asset-Based Payments.
Invesco Affiliates are motivated to make these payments as they
promote the sale of Fund shares and the retention of those
investments by clients of financial intermediary. To the extent
financial intermediaries sell more shares of the Funds or retain
shares of the Funds in their clients accounts, Invesco
Affiliates benefit from the incremental management and other
fees paid to Invesco Affiliates by the Funds with respect to
those assets.
Invesco Affiliates also may make payments to certain financial
intermediaries for certain administrative services, including
record keeping and
sub-accounting
of shareholder accounts pursuant to a
sub-transfer
agency, omnibus account service or
sub-accounting
agreement. All fees payable by Invesco Affiliates under this
category of services are charged back to the Funds, subject to
certain limitations approved by the Board.
You can find further details in the Funds SAI about these
payments and the services provided by financial intermediaries.
In certain cases these payments could be significant to the
financial intermediary. Your financial adviser may charge you
additional fees or commissions other than those disclosed in
this prospectus. You can ask your financial adviser about any
payments it receives from Invesco Affiliates or the Funds, as
well as about fees
and/or
commissions it charges.
Important
Notice Regarding Delivery of Security Holder Documents
To reduce Fund expenses, only one copy of most shareholder
documents may be mailed to shareholders with multiple accounts
at the same address (Householding). Mailing of your shareholder
documents may be householded indefinitely unless you instruct us
otherwise. If you do not want the mailing of these documents to
be combined with those for other members of your household,
please contact Invesco Investment Services, Inc. at
800-959-4246
or contact your financial institution. We will begin sending you
individual copies for each account within thirty days after
receiving your request.
A-14 The
Invesco Funds
Obtaining
Additional Information
More information may be obtained free of charge upon request.
The SAI, a current version of which is on file with the SEC,
contains more details about the Fund and is incorporated by
reference into this prospectus (is legally a part of this
prospectus). Annual and
semi-annual
reports to shareholders contain additional information about the
Funds investments. The Funds annual report also
discusses the market conditions and investment strategies that
significantly affected the Funds performance during its
last fiscal year. The Fund will also file its complete schedule
of portfolio holdings with the SEC for the 1st and 3rd quarters
of each fiscal year on
Form N-Q.
If you have questions about an Invesco Fund or your account, or
you wish to obtain a free copy of the Funds current SAI,
annual or
semi-annual
reports or
Form N-Q,
please contact us.
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By Mail:
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Invesco Investment Services, Inc.
P.O. Box 219078
Kansas City, MO
64121-9078
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By Telephone:
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(800) 959-4246
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On the Internet:
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You can send us a request by
e-mail
or
download prospectuses, SAIs, annual or semi-annual reports via
our Web site:
www.invesco.com/us
|
You can also review and obtain copies of the Funds SAIs,
annual or semi-annual reports,
Forms N-Q
and other information at the SECs Public Reference Room in
Washington, DC; on the EDGAR database on the SECs Web site
(http://www.sec.gov); or, after paying a duplicating fee, by
sending a letter to the SECs Public Reference Section,
Washington, DC
20549-1520
or by sending an electronic mail request to publicinfo@sec.gov.
Please call the SEC at 1-202-551-8090 for information about the
Public Reference Room.
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Invesco Van Kampen Municipal Income Fund
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SEC 1940 Act file number: 811-07890
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invesco.com/us
VK-MINC-PRO-1
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Class: A (VNYAX), B (VBNYX), C (VNYCX), Y (VNYYX)
Invesco
Van Kampen New York Tax Free Income Fund
Invesco Van Kampen New York Tax Free Income Funds
investment objective is to provide investors with a high level
of current income exempt from federal, New York State and New
York City income taxes, consistent with preservation of
capital.
As with all other mutual fund securities, the Securities and
Exchange Commission (SEC) has not approved or disapproved these
securities or determined whether the information in this
prospectus is adequate or accurate. Anyone who tells you
otherwise is committing a crime.
An investment in the Fund:
n
is
not FDIC insured;
n
may
lose value; and
n
is
not guaranteed by a bank.
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1
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3
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6
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The Adviser(s)
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6
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Adviser Compensation
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6
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Portfolio Managers
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6
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6
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Sales Charges
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6
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Distributions
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7
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Dividends
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7
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Capital Gains Distributions
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7
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7
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8
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Shareholder Account Information
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A-1
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Choosing a Share Class
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A-1
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Share Class Eligibility
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A-2
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Distribution and Service (12b-1) Fees
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A-3
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Initial Sales Charges (Class A Shares Only)
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A-3
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Contingent Deferred Sales Charges (CDSCs)
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A-4
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Purchasing Shares
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A-6
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Redeeming Shares
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A-7
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Exchanging Shares
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A-9
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Rights Reserved by the Funds
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A-9
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Excessive Short-Term Trading Activity (Market Timing) Disclosures
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A-9
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Pricing of Shares
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A-11
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Taxes
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A-12
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Payments to Financial Intermediaries
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A-14
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Important Notice Regarding Delivery of Security Holder Documents
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A-14
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Obtaining Additional Information
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Back Cover
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Invesco
Van Kampen New York Tax Free Income Fund
Investment
Objective(s)
The Funds investment objective is to provide investors
with a high level of current income exempt from federal, New
York State and New York City income taxes, consistent with
preservation of capital.
Fees
and Expenses of the Fund
This table describes the fees and expenses that you may pay if
you buy and hold shares of the Fund. You may qualify for sales
charge discounts if you and your family invest, or agree to
invest in the future, at least $50,000 in the Invesco Funds.
More information about these and other discounts is available
from your financial professional and in the section
Shareholder Account InformationInitial Sales Charges
(Class A Shares Only) on page A-3 of the
prospectus and the section Purchase, Redemption and
Pricing of SharesPurchase and Redemption of Shares
on
page L-1
of the statement of additional information (SAI).
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Shareholder Fees
(fees paid directly from your
investment)
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Class:
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A
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B
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C
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Y
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Maximum Sales Charge (Load) Imposed on Purchases (as a
percentage of offering price)
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4.75
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%
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None
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None
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None
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Maximum Deferred Sales Charge (Load) (as a percentage of
original purchase price or redemption proceeds, whichever is
less)
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None
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5.00
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%
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1.00
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%
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None
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Annual Fund Operating Expenses
(expenses that you pay
each year as a percentage of the value of your investment)
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Class:
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A
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B
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C
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Y
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Management Fees
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0.47
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%
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0.47
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%
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0.47
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%
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0.47
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%
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Distribution
and/or
Service (12b-1) Fees
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0.25
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0.25
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1
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1.00
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None
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Total Other Expenses
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0.22
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0.22
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0.22
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0.22
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Other Expenses
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0.18
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0.18
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0.18
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0.18
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Interest Expenses
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0.04
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0.04
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0.04
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0.04
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Total Annual Fund Operating Expenses
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0.94
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0.94
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1.69
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0.69
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1
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Distribution and/or Service
(12b-1)
Fees have been restated to reflect current expenses.
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Example.
This Example is intended to help you
compare the cost of investing in the Fund with the cost of
investing in other mutual funds.
The Example assumes that you invest $10,000 in the Fund for the
time periods indicated and then redeem all of your shares at the
end of those periods. The Example also assumes that your
investment has a 5% return each year and that the Funds
operating expenses remain the same. Although your actual costs
may be higher or lower, based on these assumptions your costs
would be:
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1 Year
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3 Years
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5 Years
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10 Years
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Class A
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$
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566
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$
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760
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$
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970
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$
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1,575
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Class B
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596
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600
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720
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1,155
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Class C
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272
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533
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918
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1,998
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Class Y
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70
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221
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384
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859
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You would pay the following expenses if you did not redeem your
shares:
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1 Year
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3 Years
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5 Years
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10 Years
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Class A
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$
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566
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$
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760
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$
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970
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$
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1,575
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Class B
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96
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300
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520
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1,155
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Class C
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172
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533
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918
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1,998
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Class Y
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70
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221
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384
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859
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Portfolio Turnover.
The Fund pays transaction costs,
such as commissions, when it buys and sells securities (or
turns over its portfolio). A higher portfolio
turnover rate may indicate higher transaction costs. These
costs, which are not reflected in annual fund operating expenses
or in the example, affect the Funds performance. During
the most recent fiscal year, the Funds portfolio turnover
rate was 18% of the average value of its portfolio.
Principal
Investment Strategies of the Fund
Under normal market conditions, the Funds investment
adviser, Invesco Advisers, Inc. (the Adviser), seeks to achieve
the Funds investment objective by investing primarily in a
portfolio of New York municipal securities that are investment
grade at the time of purchase. The Fund is designed for
investors who are residents of New York for New York tax
purposes.
Under normal market conditions, the Fund invests at least 80% of
its net assets (plus any borrowings for investment purposes) in
New York municipal securities at the time of investment. In
complying with this 80% investment requirement, the Fund may
include synthetic securities that have economic characteristics
similar to the Funds direct investments that are counted
toward the 80% investment requirement.
In addition, under normal market conditions, the Fund invests
at least 80% of its total assets in investment grade securities
at the time of investment. Investment grade securities are
securities rated BBB− or higher by Standard and
Poors (S&P) or Baa or higher by Moodys
Investors Service, Inc. (Moodys) or an equivalent rating
by another nationally recognized statistical rating
organization, or unrated securities determined by the Adviser to
be of comparable quality. Notwithstanding the foregoing, the
Fund may not invest more than 20% of its total assets in unrated
investment grade securities. Under normal market conditions, the
Fund may invest up to 20% of its total assets in municipal
securities rated below investment grade (but not rated lower
than B− by S&P or B3 by Moodys or unrated
municipal securities determined by the Adviser to be of
comparable quality at the time of purchase). Securities rated
below BBB− by S&P, below Baa by Moodys or an
equivalent rating by another nationally recognized statistical
rating organization, or unrated securities of comparable quality
are commonly referred to as junk bonds and involve greater risks
than investments in higher-grade securities.
The Fund buys and sells municipal securities with a view towards
seeking a high level of current income exempt from federal, New
York state and New York city income taxes and selects securities
which the Adviser believes entail reasonable credit risk
considered in relation to the investment policies of the Fund.
In selecting securities for investment, the Adviser uses its
extensive research capabilities to assess potential investments
and considers a number of factors, including general market and
economic conditions and interest rate, credit and prepayment
risks. Each security considered for investment is subjected to
an in-depth credit analysis to evaluate the level of risk it
presents. Portfolio securities are typically sold when the
Advisers assessment of any of these factors materially
changes. The Adviser may also sell securities based on factors
such as degradation in credit quality, a decision to shorten or
lengthen the Funds duration or reducing exposure to a
particular sector or issuer.
Under normal market conditions, the Fund may invest up to 20% of
its total assets in municipal securities that are subject to the
federal alternative minimum tax. The Fund may purchase and sell
securities on a when-issued or delayed delivery basis.
Principal
Risks of Investing in the Fund
As with any mutual fund investment, loss of money is a risk of
investing. An investment in the Fund is not a deposit in a bank
and is not insured or guaranteed by the Federal Deposit
Insurance Corporation or any other government agency. The risks
associated with an investment in the Fund
1 Invesco
Van Kampen New York Tax Free Income Fund
can increase during times of significant market volatility. The
principal risks of investing in the Fund are:
Alternative Minimum Tax Risk.
All or a portion of the
Funds otherwise tax-exempt income may be taxable to those
shareholders subject to the federal alternative minimum tax.
Call Risk.
If interest rates fall, it is possible that
issuers of securities with high interest rates will prepay or
call their securities before their maturity dates. In this
event, the proceeds from the called securities would likely be
reinvested by the Fund in securities bearing the new, lower
interest rates, resulting in a possible decline in the
Funds income and distributions to shareholders.
Credit Risk.
The issuer of instruments in which the Fund
invests may be unable to meet interest
and/or
principal payments, thereby causing its instruments to decrease
in value and lowering the issuers credit rating.
High Yield Bond (Junk Bond) Risk.
Junk bonds involve a
greater risk of default or price changes due to changes in the
credit quality of the issuer. The values of junk bonds fluctuate
more than those of high-quality bonds in response to company,
political, regulatory or economic developments. Values of junk
bonds can decline significantly over short periods of time.
Income Risk.
The income you receive from the Fund is
based primarily on prevailing interest rates, which can vary
widely over the short-and long-term. If interest rates drop,
your income from the Fund may drop as well.
Interest Rate Risk.
Interest rate risk refers to the risk
that bond prices generally fall as interest rates rise;
conversely, bond prices generally rise as interest rates fall.
Specific bonds differ in their sensitivity to changes in
interest rates depending on their individual characteristics,
including duration.
Liquidity Risk.
The Fund may hold illiquid securities
that it is unable to sell at the preferred time or price and
could lose its entire investment in such securities.
Management Risk.
The investment techniques and risk
analysis used by the Funds portfolio managers may not
produce the desired results.
Market Risk.
The prices of and the income generated by
the Funds securities may decline in response to, among
other things, investor sentiment; general economic and market
conditions; regional or global instability; and currency and
interest rate fluctuations.
Medium and Lower-Grade Municipal Securities Risk.
Securities which are in the medium- and lower-grade categories
generally offer higher yields than are offered by higher-grade
securities of similar maturity, but they also generally involve
more volatility and greater risks, such as greater credit risk,
market risk, liquidity risk, management risk, and regulatory
risk. Furthermore, many medium- and lower-grade securities are
not listed for trading on any national securities exchange and
many issuers of medium- and lower-grade securities choose not to
have a rating assigned to their obligations by any nationally
recognized statistical rating organization. As a result, the
Funds portfolio may consist of a higher portion of
unlisted or unrated securities as compared with an investment
company that invests solely in higher-grade securities. Unrated
securities are usually not as attractive to as many buyers as
are rated securities, a factor which may make unrated securities
less marketable. These factors may have the effect of limiting
the availability of the securities for purchase by the Fund and
may also limit the ability of the Fund to sell such securities
at their fair value either to meet redemption requests or in
response to changes in the economy or the financial markets.
Municipal Issuer Focus Risk.
The Fund generally considers
investments in municipal securities not to be subject to
industry concentration policies (issuers of municipal securities
as a group is not an industry) and the Fund may invest in
municipal securities issued by entities having similar
characteristics. The issuers may be located in the same
geographic area or may pay their interest obligations from
revenue of similar projects, such as hospitals, airports,
utility systems and housing finance agencies. This may make the
Funds investments more susceptible to similar social,
economic, political or regulatory occurrences. As the similarity
in issuers increases, the potential for fluctuation in the
Funds net asset value also increases.
Municipal Securities Risk.
The Fund may invest in
municipal securities. Constitutional amendments, legislative
enactments, executive orders, administrative regulations, voter
initiatives, and the issuers regional economic conditions
may affect the municipal securitys value, interest
payments, repayment of principal and the Funds ability to
sell it. Failure of a municipal security issuer to comply with
applicable tax requirements may make income paid thereon
taxable, resulting in a decline in the securitys value. In
addition, there could be changes in applicable tax laws or tax
treatments that reduce or eliminate the current federal income
tax exemption on municipal securities or otherwise adversely
affect the current federal or state tax status of municipal
securities.
New York Municipal Securities Risk.
The Fund invests
primarily in a portfolio of New York municipal securities.
Because the Fund invests substantially all of its assets in a
portfolio of New York municipal securities, the Fund is more
susceptible to political, economic, regulatory or other factors
affecting issuers of New York municipal securities than a fund
which does not limit its investments to such issuers. These
risks include possible legislative, state constitutional or
regulatory amendments that may affect the ability of state and
local governments or regional governmental authorities to raise
money to pay principal and interest on their municipal
securities. Economic, fiscal and budgetary conditions throughout
the state may also influence the Funds performance. More
detailed information concerning New York municipal securities
and the State of New York is set forth in the SAI.
Reinvestment Risk.
Reinvestment risk is the risk that a
bonds cash flows (coupon income and principal repayment)
will be reinvested at an interest rate below that on the
original bond.
Synthetic Securities Risk.
Fluctuations in the values of
synthetic securities may not correlate perfectly with the
instruments they are designed to replicate. Synthetic securities
may be subject to interest rate changes, market price
fluctuations, counterparty risk and liquidity risk.
Variable Rate Demand Notes Risk.
The absence of an active
secondary market for certain variable and floating rate notes
could make it difficult to dispose of the instruments, and a
portfolio could suffer a loss if the issuer defaults during
periods in which a portfolio is not entitled to exercise its
demand rights.
Zero Coupon or
Pay-In-Kind
Securities Risk.
The value, interest rates, and liquidity of
non-cash paying instruments, such as zero coupon and
pay-in-kind
securities, are subject to greater fluctuation than other types
of securities.
Performance
Information
The bar chart and performance table provide an indication of the
risks of investing in the Fund. The bar chart shows changes in
the performance of the Fund from year to year as of December 31.
The performance table compares the Funds and Van Kampen
New York Tax Free Income Funds (the predecessor fund)
performance to that of a broad-based securities market benchmark
and a style-specific benchmark. The Funds and the
predecessor funds past performance (before and after
taxes) is not necessarily an indication of its future
performance.
The returns shown prior to June 1, 2010 are those of the
Class A, Class B and Class C shares of the
predecessor fund. The predecessor fund was advised by Van Kampen
Asset Management. Class A, Class B and Class C
shares of the predecessor fund were reorganized into
Class A, Class B and Class C shares,
respectively, of the Fund on June 1, 2010. Class A,
Class B and Class C shares returns of the Fund
will be different from the predecessor fund as they have
different expenses. Predecessor fund performance for
Class A and Class B shares has been restated to
reflect the Funds applicable sales charge.
Updated performance information is available on the Funds
Web site at www.invesco.com/us.
2 Invesco
Van Kampen New York Tax Free Income Fund
Annual Total
Returns
The bar chart does not reflect sales loads. If it did, the
annual total returns shown would be lower.
Class A shares year-to-date (ended March 31, 2012): 2.65%
Best Quarter (ended September 30, 2009): 10.15%
Worst Quarter (ended December 31, 2008): (7.86)%
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Average Annual Total Returns
(for the periods ended
December 31, 2011)
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1
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5
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10
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|
Year
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Years
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Years
|
|
Class A shares: Inception (07/29/94)
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Return Before Taxes
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|
|
6.16
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%
|
|
|
2.79
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%
|
|
|
4.39
|
%
|
Return After Taxes on Distributions
|
|
|
6.16
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|
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|
2.78
|
|
|
|
4.35
|
|
Return After Taxes on Distributions and Sale of Fund Shares
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|
|
5.64
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|
3.00
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4.37
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|
|
Class B shares: Inception (07/29/94)
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|
|
6.68
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3.31
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4.45
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class C shares: Inception (07/29/94)
|
|
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9.66
|
|
|
|
3.02
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|
|
|
4.12
|
|
|
Class Y
shares
1
:
Inception (06/01/10)
|
|
|
11.61
|
|
|
|
3.85
|
|
|
|
4.93
|
|
|
Barclays Municipal Bond Index (reflects no deductions for fees,
expenses or taxes)
|
|
|
10.70
|
|
|
|
5.22
|
|
|
|
5.38
|
|
|
Barclays New York Municipal Index (reflects no deductions for
fees, expenses or taxes)
|
|
|
9.79
|
|
|
|
5.26
|
|
|
|
5.34
|
|
|
|
|
|
1
|
|
Class Y shares performance
shown prior to the inception date is that of the predecessor
funds Class A shares and includes the 12b-1 fees
applicable to Class A shares.
|
After-tax returns are calculated using the historical highest
individual federal marginal income tax rates and do not reflect
the impact of state and local taxes. Actual after-tax returns
depend on an investors tax situation and may differ from
those shown, and after-tax returns shown are not relevant to
investors who hold their Fund shares through tax-deferred
arrangements, such as 401(k) plans or individual retirement
accounts. After-tax returns are shown for Class A shares
only and after-tax returns for other classes will vary.
Management
of the Fund
Investment Adviser: Invesco Advisers, Inc. (the Adviser).
|
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Portfolio Managers
|
|
Title
|
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Length of Service on the Fund
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Thomas Byron
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|
Portfolio Manager
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|
|
2011
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|
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Robert Stryker
|
|
Portfolio Manager
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2010 (predecessor fund 2007
|
)
|
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Julius Williams
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Portfolio Manager
|
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2010 (predecessor fund 2009
|
)
|
|
Robert Wimmel
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|
Portfolio Manager
|
|
|
2011
|
|
|
Purchase
and Sale of Fund Shares
You may purchase, redeem or exchange shares of the Fund on any
business day through your financial adviser, through our Web
site at www.invesco.com/us, by mail to Invesco Investment
Services, Inc., P.O. Box 219078, Kansas City, MO
64121-9078,
or by telephone
at 800-959-4246.
New or additional investments in Class B shares are no longer
permitted. The minimum investments for Class A, C and Y
shares for Fund accounts are as follows:
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|
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Initial Investment
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Additional Investments
|
Type of Account
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Per Fund
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Per Fund
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Asset or fee-based accounts managed by your financial adviser
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None
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None
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Eligible employee benefit plans, SEP, SARSEP and SIMPLE IRA plans
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None
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None
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IRAs, Roth IRAs and Coverdell ESA if the new investor is
purchasing shares through a systematic purchase plan
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$25
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$25
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All other types of accounts if the investor is purchasing shares
through a systematic purchase plan
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$50
|
|
|
|
$50
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IRAs, Roth IRAs and Coverdell ESAs
|
|
|
$250
|
|
|
|
$25
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All other accounts
|
|
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$1,000
|
|
|
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$50
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|
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Tax
Information
The Funds distributions primarily are exempt from regular
federal, New York state and New York city income taxes for
residents of New York. A portion of these distributions,
however, may be subject to the federal alternative minimum tax.
The Fund may also make distributions that are taxable to you as
ordinary income or capital gains.
Payments
to Broker-Dealers and Other Financial Intermediaries
If you purchase the Fund through a broker-dealer or other
financial intermediary (such as a bank), the Fund and the
Funds distributor or its related companies may pay the
intermediary for the sale of Fund shares and related services.
These payments may create a conflict of interest by influencing
the broker-dealer or other intermediary and your salesperson or
financial adviser to recommend the Fund over another investment.
Ask your salesperson or financial adviser or visit your
financial intermediarys Web site for more information.
Investment
Objective(s), Strategies, Risks and Portfolio Holdings
Investment
Objective(s)
The Funds investment objective is to provide investors
with a high level of current income exempt from federal, New
York State and New York City income taxes, consistent with
preservation of capital. The Funds investment objective
may be changed by the Board of Trustees (the Board) without
shareholder approval.
Principal
Investment Strategies
Under normal market conditions, the Adviser seeks to achieve the
Funds investment objective by investing primarily in a
portfolio of New York municipal securities that are investment
grade at the time of purchase. The Fund is designed for
investors who are residents of New York for New York tax
purposes.
Under normal market conditions, the Fund invests at least 80% of
its net assets (plus any borrowings for investment purposes) in
New York municipal securities at the time of investment. The
policy stated in the foregoing sentence is a fundamental policy
of the Fund and may not be changed without shareholder approval
of a majority of the Funds outstanding voting securities,
as defined in the 1940 Act. In complying with this 80%
investment requirement, the Fund may include synthetic
securities that have economic characteristics similar to the
Funds direct investments that are counted toward the 80%
investment requirement.
In addition, under normal market conditions, the Fund invests at
least 80% of its total assets in investment grade securities at
the time of purchase. Investment grade securities are rated
BBB− or higher by S&P or Baa or higher by
Moodys or an equivalent rating by another NRSRO or unrated
securities determined by the Adviser to be of comparable
quality. Notwithstanding the foregoing, the Fund may not invest
more than 20% of its total assets in unrated investment grade
securities. Under normal market conditions, the Fund may invest
up to 20% of its total assets in securities with
below-investment grade credit quality at the time of
3 Invesco
Van Kampen New York Tax Free Income Fund
purchase. Lower-grade securities are commonly referred to as
junk bonds and involve greater risks than investments in
higher-grade securities. The Fund does not purchase municipal
securities that are in default or rated in categories lower than
B− by S&P or B3 by Moodys or unrated securities
of comparable quality. Under normal market conditions, the Fund
may invest up to 20% of its total assets in municipal securities
that are subject to the federal alternative minimum tax. From
time to time, the Fund temporarily may invest up to 10% of its
total assets in tax exempt money market funds and such
instruments will be treated as investments in municipal
securities. Investments in other mutual funds may involve
duplication of management fees and certain other expenses.
The Adviser uses an investment strategy that emphasizes
investment grade New York municipal securities in combination
with below investment grade New York municipal securities. The
Adviser believes that such an investment strategy allows the
Fund to pursue an enhanced yield providing for higher income
while maintaining an investment grade quality average portfolio
for capital preservation.
The Adviser actively manages the Funds portfolio and
adjusts the average maturity and quality of portfolio
investments based upon its expectations about the direction of
interest rates and other economic factors. The Fund buys and
sells municipal securities with a view towards seeking a high
level of current income consistent with preservation of capital.
The Adviser seeks to identify those securities that it believes
entail reasonable credit risk considered in relation to the
Funds investment policies.
In selecting securities for investment, the Adviser uses its
extensive research capabilities to assess potential investments
and considers a number of factors, including general market and
economic conditions and interest rate, credit and prepayment
risks. Each security considered for investment is subjected to
an in-depth credit analysis to evaluate the level of risk it
presents. Portfolio securities are typically sold when the
assessments of the Adviser of any of these factors materially
changes. The Adviser may also sell securities based on factors
such as degradation in credit quality, a decision to shorten or
lengthen the Funds duration or reducing exposure to a
particular sector or issuer. The Fund may sell securities
without regard to the length of time they have been held to take
advantage of new investment opportunities, yield differentials,
or for other reasons.
Municipal securities are obligations issued by or on behalf of
states, territories or possessions of the United States, the
District of Columbia and their political subdivisions, agencies
and instrumentalities, the interest on which, in the opinion of
bond counsel or other counsel to the issuers of such securities,
is, at the time of issuance, exempt from federal income tax. New
York municipal securities are municipal securities (including
issuers from New York or issuers outside of New York) the
interest on which, in the opinion of bond counsel or other
counsel to the issuers of such securities, is, at the time of
issuance, exempt from New York State and New York City
individual income tax.
The two principal classifications of municipal securities are
general obligation and revenue or special delegation securities.
General obligation securities are secured by the issuers
pledge of its faith, credit and taxing power for the payment of
principal and interest. Revenue securities are usually payable
only from the revenues derived from a particular facility or
class of facilities or, in some cases, from the proceeds of a
special excise tax or other specific revenue source. Industrial
development bonds are usually revenue securities, the credit
quality of which is normally directly related to the credit
standing of the industrial user involved.
The Fund may invest in variable rate demand notes which are
obligations which contain a floating or variable interest rate
adjustment formula and which are subject to a right of demand
for payment of the principal balance plus accrued interest
either at any time or at specified intervals. The interest rate
on a variable rate demand note may be based on a known lending
rate, such as a banks prime rate, and may be adjusted when
such rate changes, or the interest rate may be a market rate
that is adjusted at specified intervals. The adjustment formula
maintains the value of the variable rate demand note at
approximately the par value of such note at the adjustment date.
Under normal market conditions, longer-term municipal securities
generally provide a higher yield than shorter-term municipal
securities. The Fund has no limitation as to the maturity of
municipal securities in which it may invest. The Adviser may
adjust the average maturity of the Funds portfolio from
time to time depending on its assessment of the relative yields
available on securities of different maturities and its
expectation of future changes in interest rates. The Fund will,
however, invest in shorter term municipal securities when it
believes market conditions warrant such investments.
The Fund may invest more than 25% of its total assets in a
segment of the municipal securities market with similar
characteristics if the Adviser determines that the yields
available from obligations in a particular segment justify the
additional risks of a larger investment in such segment. The
Fund may not, however, invest more than 25% of its total assets
in industrial development revenue bonds issued for companies in
the same industry. Sizeable investments in such obligations
could involve increased risk to the Fund should any such issuers
or any such related projects or facilities experience financial
difficulties.
The Fund may invest in zero coupon securities which are debt
securities that do not entitle the holder to either periodic
payment of interest prior to maturity or a specified date when
the securities begin paying current interest. Zero coupon
securities are issued and traded at a discount from their face
amounts or par value. The discount varies depending on the time
remaining until cash payments begin, prevailing interest rates,
liquidity of the security and the perceived credit quality of
the issuer.
The Fund may purchase and sell securities on a when-issued and
delayed delivery basis whereby the Fund buys or sells a security
with payment and delivery taking place in the future. The
payment obligation and the interest rate are fixed at the time
the Fund enters into the commitment. No income accrues on such
securities until the Fund actually takes delivery of such
securities. The Fund will only make commitments to purchase such
securities with the intention of actually acquiring these
securities, but the Fund may sell these securities prior to
settlement if it is deemed advisable. When a Fund is the buyer
in such a transaction, the Fund will segregate cash
and/or
liquid securities having an aggregate value at least equal to
the amount of such purchase commitments until payment is made.
No specific limitation exists as to the percentage of the
Funds assets which may be used to acquire securities on a
when-issued and delayed delivery basis.
The Fund may invest up to 15% its net assets in illiquid
securities and certain restricted securities. Such securities
may be difficult or impossible to sell at the time and the price
that the Fund would like. Thus, the Fund may have to sell such
securities at a lower price, sell other securities instead to
obtain cash or forego other investment opportunities.
When market conditions dictate a more defensive investment
strategy, the Fund may, on a temporary basis, hold cash or
invest a portion or all of its assets in high-quality,
short-term New York municipal securities. If such municipal
securities are not available or, in the judgment of the Adviser,
do not afford sufficient protection against adverse market
conditions, the Fund may invest in high-quality municipal
securities of issuers other than issuers of New York municipal
securities. Furthermore, if such high-quality securities are not
available or, in the judgment of the Adviser, do not afford
sufficient protection against adverse market conditions, the
Fund may invest in taxable securities. Such taxable securities
may include securities issued or guaranteed by the U.S.
government, its agencies or instrumentalities, other investment
grade quality income securities, prime commercial paper,
certificates of deposit, bankers acceptances and other
obligations of domestic banks having total assets of at least
$500 million and repurchase agreements. In taking such a
defensive position, the Fund would temporarily not be pursuing
its principal investment strategies and may not achieve its
investment objective.
4 Invesco
Van Kampen New York Tax Free Income Fund
The Funds investments in the types of securities described
in this prospectus vary from time to time, and at any time, the
Fund may not be invested in all types of securities described in
this prospectus. Any percentage limitations with respect to
assets of the Fund are applied at the time of purchase.
Risks
Alternative Minimum Tax Risk.
Although the interest
received from municipal securities generally is exempt from
federal income tax, the Fund may invest all or a substantial
portion of its total assets in municipal securities subject to
the federal alternative minimum tax. Accordingly, investment in
the Fund could cause shareholders to be subject to (or result in
an increased liability under) the federal alternative minimum
tax.
Call Risk.
If interest rates fall, it is possible that
issuers of debt securities with high interest rates will prepay
or call their securities before their maturity dates. In this
event, the proceeds from the called securities would likely be
reinvested by the Fund in securities bearing the new, lower
interest rates, resulting in a possible decline in the
Funds income and distributions to shareholders.
Credit Risk.
The issuers of instruments in which the Fund
invests may be unable to meet interest
and/or
principal payments. This risk is increased to the extent the
Fund invests in junk bonds which may cause the Fund to incur
higher expenses to protect its interests. The credit risks and
market prices of lower-grade securities generally are more
sensitive to negative issuer developments, such as reduced
revenues or increased expenditures, or adverse economic
conditions, such as a recession, than are higher-grade
securities. An issuers securities may increase in value if
its financial strength weakens, which may reduce its credit
rating and possibly its ability to meet its contractual
obligations.
High Yield Bond (Junk Bond) Risk.
Compared to higher
quality debt securities, high yield bonds (commonly referred to
as junk bonds) involve a greater risk of default or price
changes due to changes in the credit quality of the issuer
because they are generally unsecured and may be subordinated to
other creditors claims. The values of junk bonds often
fluctuate more in response to company, political, regulatory or
economic developments than higher quality bonds. Their values
can decline significantly over short periods of time or during
periods of economic difficulty when the bonds could be difficult
to value or sell at a fair price. Credit ratings on junk bonds
do not necessarily reflect their actual market value.
Income Risk.
The income you receive from the Fund is
based primarily on prevailing interest rates, which can vary
widely over the short- and long-term. If interest rates drop,
your income from the Fund may drop as well.
Interest Rate Risk.
Interest rate risk refers to the risk
that bond prices generally fall as interest rates rise;
conversely, bond prices generally rise as interest rates fall.
Specific bonds differ in their sensitivity to changes in
interest rates depending on their individual characteristics.
One measure of this sensitivity is called duration. The longer
the duration of a particular bond, the greater is its price
sensitivity is to interest rates. Similarly, a longer duration
portfolio of securities has greater price sensitivity. Falling
interest rates may also prompt some issuers to refinance
existing debt, which could affect the Funds performance.
Liquidity Risk.
A security is considered to be illiquid
if the Fund is unable to sell such security at a fair price
within a reasonable amount of time. A security may be deemed
illiquid due to a lack of trading volume in the security or if
the security is privately placed and not traded in any public
market or is otherwise restricted from trading. The Fund may be
unable to sell illiquid securities at the time or price it
desires and could lose its entire investment in such securities.
Further, certain restricted securities require special
registration, liabilities and costs, and pose valuation
difficulties.
Management Risk.
The investment techniques and risk
analysis used by the Funds portfolio managers may not
produce the desired results.
Market Risk.
The prices of and the income generated by
the Funds securities may decline in response to, among
other things, investor sentiment; general economic and market
conditions; regional or global instability; and currency and
interest rate fluctuations.
Medium and Lower-Grade Municipal Securities Risk.
Securities which are in the medium- and lower-grade categories
generally offer higher yields than are offered by higher-grade
securities of similar maturity, but they also generally involve
more volatility and greater risks, such as greater credit risk,
market risk, liquidity risk, management risk, and regulatory
risk. Furthermore, many medium- and lower-grade securities are
not listed for trading on any national securities exchange and
many issuers of medium- and lower-grade securities choose not to
have a rating assigned to their obligations by any nationally
recognized statistical rating organization. As a result, the
Funds portfolio may consist of a higher portion of
unlisted or unrated securities as compared with an investment
company that invests solely in higher-grade securities. Unrated
securities are usually not as attractive to as many buyers as
are rated securities, a factor which may make unrated securities
less marketable. These factors may have the effect of limiting
the availability of the securities for purchase by the Fund and
may also limit the ability of the Fund to sell such securities
at their fair value either to meet redemption requests or in
response to changes in the economy or the financial markets.
Municipal Issuer Focus Risk.
The Fund generally considers
investments in municipal securities not to be subject to
industry concentration policies (issuers of municipal securities
as a group is not an industry) and the Fund may invest in
municipal securities issued by entities having similar
characteristics. The issuers may be located in the same
geographic area or may pay their interest obligations from
revenue of similar projects, such as hospitals, airports,
utility systems and housing finance agencies. This may make the
Funds investments more susceptible to similar social,
economic, political or regulatory occurrences. As the similarity
in issuers increases, the potential for fluctuation in the
Funds net asset value also increases. From time to time,
the Funds investments may include securities as to which
the Fund, by itself or together with other funds or accounts
managed by the Adviser, holds a major portion or all of an issue
of municipal securities. Because there may be relatively few
potential purchasers for such investments and, in some cases,
there may be contractual restrictions on resales, the Fund may
find it more difficult to sell such securities at a time when
the Adviser believes it is advisable to do so.
Municipal Securities Risk.
The Fund may invest in
municipal securities. Constitutional amendments, legislative
enactments, executive orders, administrative regulations, voter
initiatives, and the issuers regional economic conditions
may affect the municipal securitys value, interest
payments, repayment of principal and the Funds ability to
sell it. Revenue bonds are generally not backed by the taxing
power of the issuing municipality. To the extent that a
municipal security is not heavily followed by the investment
community or such security issue is relatively small, the
security may be difficult to value or sell at a desirable price.
If the Internal Revenue Service determines that an issuer of a
municipal security has not complied with applicable tax
requirements, interest from the security could be treated as
taxable, which could result in a decline in the securitys
value. In addition, there could be changes in applicable tax
laws or tax treatments that reduce or eliminate the current
federal income tax exemption on municipal securities or
otherwise adversely affect the current federal or state tax
status of municipal securities.
New York Municipal Securities Risk.
The Fund invests
primarily in a portfolio of New York municipal securities.
Because the Fund invests substantially all of its assets in a
portfolio of New York municipal securities, the Fund is more
susceptible to political, economic, regulatory or other factors
affecting issuers of New York municipal securities than a fund
which does not limit its investments to such issuers. These
risks include possible legislative, state constitutional or
regulatory amendments that may affect the ability of state and
local governments or regional governmental authorities to raise
money to pay principal and interest on their municipal
securities. Economic, fiscal and budgetary conditions
5 Invesco
Van Kampen New York Tax Free Income Fund
throughout the state may also influence the Funds
performance. More detailed information concerning New York
municipal securities and the State of New York is set forth in
the SAI.
Reinvestment Risk.
Reinvestment risk is the risk that a
bonds cash flows (coupon income and principal repayment)
will be reinvested at an interest rate below that on the
original bond. If interest rates decline, the underlying bond
may rise in value, but the cash flows received from that bond
may have to be reinvested at a lower interest rate.
Synthetic Securities Risk.
Fluctuations in the values of
synthetic securities may not correlate perfectly with the
instruments they are designed to replicate. Synthetic securities
may be subject to interest rate changes, market price
fluctuations, counterparty risk and liquidity risk. The
tax-exempt character of the interest paid on synthetic municipal
securities is based on the tax-exempt income stream from the
collateral. The Internal Revenue Service has not ruled on this
and could deem income derived from synthetic municipal
securities to be taxable.
Variable Rate Demand Notes Risk.
The absence of an active
secondary market for certain variable and floating rate notes
could make it difficult to dispose of the instruments, and a
portfolio could suffer a loss if the issuer defaults during
periods in which a portfolio is not entitled to exercise its
demand rights.
Zero Coupon or
Pay-In-Kind
Securities Risk.
Zero coupon and
pay-in-kind
securities may be subject to greater fluctuation in value and
less liquidity in the event of adverse market conditions than
comparably rated securities paying cash interest at regular
interest payment periods. Prices on non-cash-paying instruments
may be more sensitive to changes in the issuers financial
condition, fluctuation in interest rates and market
demand/supply imbalances than cash-paying securities with
similar credit ratings, and thus may be more speculative.
Investors may purchase zero coupon and
pay-in-kind
securities at a price below the amount payable at maturity.
Because such securities do not entitle the holder to any
periodic payments of interest prior to maturity, this prevents
any reinvestment of interest payments at prevailing interest
rates if prevailing interest rates rise. On the other hand,
because there are no periodic interest payments to be reinvested
prior to maturity, zero coupon securities eliminate the
reinvestment risk and may lock in a favorable rate of return to
maturity if interest rates drop. Special tax considerations are
associated with investing in certain lower-grade securities,
such as zero coupon or
pay-in-kind
securities.
Portfolio
Holdings
A description of Fund policies and procedures with respect to
the disclosure of Fund portfolio holdings is available in the
SAI, which is available at www.invesco.com/us.
The
Adviser(s)
Invesco Advisers, Inc. (the Adviser or Invesco) serves as the
Funds investment adviser. The Adviser manages the
investment operations of the Fund as well as other investment
portfolios that encompass a broad range of investment
objectives, and has agreed to perform or arrange for the
performance of the Funds
day-to-day
management. The Adviser is located at 1555 Peachtree Street,
N.E., Atlanta, Georgia 30309. The Adviser, as successor in
interest to multiple investment advisers, has been an investment
adviser since 1976.
Pending Litigation.
Detailed information concerning
pending litigation can be found in the SAI.
Adviser
Compensation
During the fiscal year ended February 29, 2012, the Adviser
received compensation of 0.22% of Invesco Van Kampen New York
Tax Free Income Funds average daily net assets after fee
waiver and/or expense reimbursements.
A discussion regarding the basis for the Boards approval
of the investment advisory and investment
sub-advisory
agreements of the Fund is available in the Funds most
recent semi-annual report to shareholders for the six-month
period ended August 31.
Portfolio
Managers
The following individuals are jointly and primarily responsible
for the
day-to-day
management of the Funds portfolio:
|
|
n
|
Thomas Byron, Portfolio Manager, who has been responsible for
the Fund since 2011 and has been associated with Invesco
and/or
its
affiliates since 2010. From 1981 to 2010, Mr. Byron was
associated with Van Kampen Asset Management
and/or
its
affiliates in an investment management capacity.
|
|
n
|
Robert Stryker, Portfolio Manager, who has been responsible for
the Fund since 2010 and has been associated with Invesco
and/or
its
affiliates since 2010. Mr. Stryker served as Portfolio
Manager of the predecessor fund since 2007. Prior to
commencement of operations by the Fund, Mr. Stryker was
associated with Van Kampen Asset Management
and/or
its
affiliates in an investment management capacity (1994 to 2010).
|
|
|
n
|
Julius Williams, Portfolio Manager, who has been responsible for
the Fund since 2010 and has been associated with Invesco
and/or
its
affiliates since 2010. Mr. Williams served as Portfolio
Manager of the predecessor fund since 2009. Prior to
commencement of operations by the Fund, Mr. Williams was
associated with Van Kampen Asset Management
and/or
its
affiliates in an investment management capacity (1998 to 2010).
|
|
|
n
|
Robert Wimmel, Portfolio Manager, who has been responsible for
the Fund since 2011 and has been associated with Invesco
and/or
its
affiliates since 2010. From 1996 to 2010, Mr. Wimmel was
associated with Morgan Van Kampen Asset Management
and/or
its
affiliates in an investment management capacity.
|
More information on the portfolio managers may be found at
www.invesco.com/us. The Web site is not part of the prospectus.
The Funds SAI provides additional information about the
portfolio managers investments in the Fund, a description
of the compensation structure and information regarding other
accounts managed.
Sales
Charges
Purchases of Class A shares of the Fund are subject to the
maximum 4.75% initial sales charge as listed under the heading
Category II Initial Sales Charges in the
Shareholder Account InformationInitial Sales Charges
(Class A Shares Only) section of the prospectus.
Class B shares purchased prior to June 1, 2010 will be
subject to payment of Category IV contingent deferred sales
charges (CDSCs) during the applicable CDSC periods (including
exchanges into Class B Shares of another Invesco Fund
during the applicable CDSC periods) listed under the heading
CDSCs on Class B Shares in the
Shareholder Account InformationContingent Deferred
Sales Charges (CDSCs) section of the prospectus. New or
additional investments in Class B shares are no longer
permitted; but investors may pay a Category I CDSC if they
redeem Class B shares purchased on or after June 1, 2010
within a specified number of years after purchase. See this
prospectus for additional information regarding CDSCs listed
under the heading CDSCs on Class B Shares in
the Shareholder AccountContingent Deferred Sales
Charges (CDSCs) section of the prospectus. Purchases of
Class C shares are subject to a CDSC. For more information
on CDSCs, see the Shareholder Account
InformationContingent Deferred Sales Charges (CDSCs)
section of this prospectus.
6 Invesco
Van Kampen New York Tax Free Income Fund
Distributions
The Fund expects, based on its investment objective and
strategies, that its distributions, if any, will consist
primarily of income that is exempt from federal, New York state,
and New York city income taxes.
Dividends
The Fund generally declares dividends from net investment income
daily and pays them monthly.
Capital
Gains Distributions
The Fund generally distributes long-term and short-term capital
gains (net of any available capital loss carryovers), if any, at
least annually. Capital gains distributions may vary
considerably from year to year as a result of the Funds
normal investment activities and cash flows. During a time of
economic volatility, a fund may experience capital losses and
unrealized depreciation in value of investments, the effect of
which may be to reduce or eliminate capital gains distributions
for a period of time. Even though a fund may experience a
current year loss, it may nonetheless distribute prior year
capital gains.
Barclays Municipal Bond Index is an unmanaged index considered
representative of the tax-exempt bond market.
Barclays New York Municipal Index is an index of New York
investment grade municipal bonds.
7 Invesco
Van Kampen New York Tax Free Income Fund
The financial highlights show the Funds and the
predecessor funds financial history for the past five
fiscal years or, if shorter, the period of operations of the
Fund or any of its share classes. The financial highlights table
is intended to help you understand the Funds and the
predecessor funds financial performance. The Fund has the
same investment objective and similar investment policies as the
predecessor fund. Certain information reflects financial results
for a single Fund or predecessor fund share.
The total returns in the table represent the rate that an
investor would have earned (or lost) on an investment in the
Fund and the predecessor fund (assuming reinvestment of all
dividends and distributions).
The information for the fiscal years ended after June 1,
2010 has been audited by PricewaterhouseCoopers LLP, an
independent registered public accounting firm, whose report,
along with the Funds financial statements, are included in
the Funds annual report, which is available upon request.
The information for the fiscal years ended prior to June 1,
2010 has been audited by the auditor to the predecessor fund.
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Ratio of
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|
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|
|
|
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expenses
|
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|
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|
|
|
|
|
|
|
|
|
|
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|
|
|
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Ratio of
|
|
Ratio of
|
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to average net
|
|
|
|
|
|
|
|
|
Net gains
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
expenses
|
|
expenses
|
|
|
|
assets with
|
|
|
|
|
|
|
|
|
(losses) on
|
|
|
|
|
|
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|
|
|
|
|
|
|
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to average
|
|
to average net
|
|
Ratio of net
|
|
fee waiver
|
|
|
|
|
Net asset
|
|
|
|
securities
|
|
|
|
Dividends
|
|
Distributions
|
|
|
|
|
|
|
|
|
|
net assets
|
|
assets without
|
|
investment
|
|
(excluding interest,
|
|
|
|
|
value,
|
|
Net
|
|
(both
|
|
Total from
|
|
from net
|
|
from net
|
|
|
|
Net asset
|
|
|
|
Net assets,
|
|
with fee waivers
|
|
fee waivers
|
|
income
|
|
facilities and
|
|
|
|
|
beginning
|
|
investment
|
|
realized and
|
|
investment
|
|
investment
|
|
realized
|
|
Total
|
|
value, end
|
|
Total
|
|
end of period
|
|
and/or
expenses
|
|
and/or
expenses
|
|
to average
|
|
maintenance
|
|
Portfolio
|
|
|
of period
|
|
income
(a)
|
|
unrealized)
|
|
operations
|
|
income
|
|
gains
|
|
distributions
|
|
of period
|
|
return
|
|
(000s omitted)
|
|
absorbed
(m)
|
|
absorbed
|
|
net assets
|
|
fees)
(b)
|
|
turnover
(c)
|
|
|
Class A
|
Year ended
02/29/12
|
|
$
|
14.66
|
|
|
$
|
0.71
|
|
|
$
|
1.46
|
|
|
$
|
2.17
|
|
|
$
|
(0.71
|
)
|
|
$
|
|
|
|
$
|
(0.71
|
)
|
|
$
|
16.12
|
|
|
|
15.16
|
%
(d)
|
|
$
|
137,064
|
|
|
|
0.69
|
%
(e)
|
|
|
0.94
|
%
(e)
|
|
|
4.64
|
%
(e)
|
|
|
0.65
|
%
(e)
|
|
|
18
|
%
|
Period ended
02/28/11
|
|
|
15.78
|
|
|
|
0.30
|
|
|
|
(1.12
|
)
|
|
|
(0.82
|
)
|
|
|
(0.30
|
)
|
|
|
|
|
|
|
(0.30
|
)
|
|
|
14.66
|
|
|
|
(5.25
|
)
(d)
|
|
|
66,813
|
|
|
|
0.68
|
(f)
|
|
|
0.93
|
(f)
|
|
|
4.86
|
(f)
|
|
|
0.66
|
(f)
|
|
|
10
|
|
Year ended
09/30/10
|
|
|
15.40
|
|
|
|
0.70
|
|
|
|
0.39
|
|
|
|
1.09
|
|
|
|
(0.71
|
)
|
|
|
|
|
|
|
(0.71
|
)
|
|
|
15.78
|
|
|
|
7.32
|
(d)
|
|
|
74,722
|
|
|
|
0.76
|
|
|
|
1.01
|
|
|
|
4.59
|
|
|
|
0.73
|
|
|
|
18
|
|
Year ended
09/30/09
|
|
|
14.31
|
|
|
|
0.70
|
|
|
|
1.10
|
|
|
|
1.80
|
|
|
|
(0.71
|
)
|
|
|
|
|
|
|
(0.71
|
)
|
|
|
15.40
|
|
|
|
13.24
|
(g)
|
|
|
72,726
|
|
|
|
0.84
|
|
|
|
1.09
|
|
|
|
5.06
|
|
|
|
0.78
|
|
|
|
32
|
|
Year ended
09/30/08
|
|
|
16.01
|
|
|
|
0.69
|
|
|
|
(1.66
|
)
|
|
|
(0.97
|
)
|
|
|
(0.71
|
)
|
|
|
(0.02
|
)
|
|
|
(0.73
|
)
|
|
|
14.31
|
|
|
|
(6.32
|
)
(g)
|
|
|
74,376
|
|
|
|
0.89
|
|
|
|
1.14
|
|
|
|
4.44
|
|
|
|
0.73
|
|
|
|
34
|
|
Year ended
09/30/07
|
|
|
16.47
|
|
|
|
0.67
|
|
|
|
(0.43
|
)
|
|
|
0.24
|
|
|
|
(0.68
|
)
|
|
|
(0.02
|
)
|
|
|
(0.70
|
)
|
|
|
16.01
|
|
|
|
1.34
|
(g)
|
|
|
82,261
|
|
|
|
0.81
|
|
|
|
1.06
|
|
|
|
4.12
|
|
|
|
0.72
|
|
|
|
13
|
|
|
Class B
|
Year ended
02/29/12
|
|
|
14.62
|
|
|
|
0.74
|
|
|
|
1.47
|
|
|
|
2.21
|
|
|
|
(0.68
|
)
|
|
|
|
|
|
|
(0.68
|
)
|
|
|
16.15
|
|
|
|
15.49
|
(d)(h)
|
|
|
5,549
|
|
|
|
0.48
|
(e)(h)
|
|
|
0.73
|
(e)(h)
|
|
|
4.85
|
(e)(h)
|
|
|
0.44
|
%
(e)(h)
|
|
|
18
|
|
Period ended
02/28/11
|
|
|
15.70
|
|
|
|
0.30
|
|
|
|
(1.13
|
)
|
|
|
(0.83
|
)
|
|
|
(0.25
|
)
|
|
|
|
|
|
|
(0.25
|
)
|
|
|
14.62
|
|
|
|
(5.30
|
)
(d)(h)
|
|
|
7,143
|
|
|
|
0.77
|
(f)(h)
|
|
|
1.02
|
(f)(h)
|
|
|
4.77
|
(f)(h)
|
|
|
0.75
|
(f)(h)
|
|
|
10
|
|
Year ended
09/30/10
|
|
|
15.35
|
|
|
|
0.62
|
|
|
|
0.39
|
|
|
|
1.01
|
|
|
|
(0.66
|
)
|
|
|
|
|
|
|
(0.66
|
)
|
|
|
15.70
|
|
|
|
6.76
|
(d)(h)
|
|
|
8,895
|
|
|
|
1.26
|
(h)
|
|
|
1.51
|
(h)
|
|
|
4.09
|
(h)
|
|
|
1.23
|
(h)
|
|
|
18
|
|
Year ended
09/30/09
|
|
|
14.27
|
|
|
|
0.69
|
|
|
|
1.09
|
|
|
|
1.78
|
|
|
|
(0.70
|
)
|
|
|
|
|
|
|
(0.70
|
)
|
|
|
15.35
|
|
|
|
13.13
|
(i)(j)
|
|
|
11,666
|
|
|
|
0.92
|
(i)
|
|
|
1.17
|
(i)
|
|
|
4.99
|
(i)
|
|
|
0.86
|
(i)
|
|
|
32
|
|
Year ended
09/30/08
|
|
|
15.97
|
|
|
|
0.70
|
|
|
|
(1.65
|
)
|
|
|
(0.95
|
)
|
|
|
(0.73
|
)
|
|
|
(0.02
|
)
|
|
|
(0.75
|
)
|
|
|
14.27
|
|
|
|
(6.22
|
)
(i)(j)
|
|
|
15,016
|
|
|
|
0.81
|
(i)
|
|
|
1.06
|
(i)
|
|
|
4.52
|
(i)
|
|
|
0.65
|
(i)
|
|
|
34
|
|
Year ended
09/30/07
|
|
|
16.43
|
|
|
|
0.60
|
|
|
|
(0.43
|
)
|
|
|
0.17
|
|
|
|
(0.61
|
)
|
|
|
(0.02
|
)
|
|
|
(0.63
|
)
|
|
|
15.97
|
|
|
|
0.95
|
(i)(j)
|
|
|
20,512
|
|
|
|
1.23
|
(i)
|
|
|
1.48
|
(i)
|
|
|
3.69
|
(i)
|
|
|
1.14
|
(i)
|
|
|
13
|
|
|
Class C
|
Year ended
02/29/12
|
|
|
14.64
|
|
|
|
0.59
|
|
|
|
1.46
|
|
|
|
2.05
|
|
|
|
(0.59
|
)
|
|
|
|
|
|
|
(0.59
|
)
|
|
|
16.10
|
|
|
|
14.33
|
(d)
|
|
|
18,533
|
|
|
|
1.44
|
(e)
|
|
|
1.69
|
(e)
|
|
|
3.89
|
(e)
|
|
|
1.40
|
%
(e)
|
|
|
18
|
|
Period ended
02/28/11
|
|
|
15.77
|
|
|
|
0.25
|
|
|
|
(1.13
|
)
|
|
|
(0.88
|
)
|
|
|
(0.25
|
)
|
|
|
|
|
|
|
(0.25
|
)
|
|
|
14.64
|
|
|
|
(5.62
|
)
(d)
|
|
|
16,684
|
|
|
|
1.43
|
(f)
|
|
|
1.68
|
(f)
|
|
|
4.11
|
(f)
|
|
|
1.41
|
(f)
|
|
|
10
|
|
Year ended
09/30/10
|
|
|
15.39
|
|
|
|
0.59
|
|
|
|
0.38
|
|
|
|
0.97
|
|
|
|
(0.59
|
)
|
|
|
|
|
|
|
(0.59
|
)
|
|
|
15.77
|
|
|
|
6.50
|
(d)
|
|
|
19,049
|
|
|
|
1.51
|
|
|
|
1.76
|
|
|
|
3.84
|
|
|
|
1.48
|
|
|
|
18
|
|
Year ended
09/30/09
|
|
|
14.29
|
|
|
|
0.61
|
|
|
|
1.10
|
|
|
|
1.71
|
|
|
|
(0.61
|
)
|
|
|
|
|
|
|
(0.61
|
)
|
|
|
15.39
|
|
|
|
12.51
|
(i)(k)
|
|
|
19,444
|
|
|
|
1.50
|
(i)
|
|
|
1.75
|
(i)
|
|
|
4.40
|
(i)
|
|
|
1.44
|
(i)
|
|
|
32
|
|
Year ended
09/30/08
|
|
|
15.99
|
|
|
|
0.58
|
|
|
|
(1.67
|
)
|
|
|
(1.09
|
)
|
|
|
(0.59
|
)
|
|
|
(0.02
|
)
|
|
|
(0.61
|
)
|
|
|
14.29
|
|
|
|
(7.04
|
)
(k)
|
|
|
18,644
|
|
|
|
1.64
|
|
|
|
1.89
|
|
|
|
3.70
|
|
|
|
1.48
|
|
|
|
34
|
|
Year ended
09/30/07
|
|
|
16.45
|
|
|
|
0.55
|
|
|
|
(0.43
|
)
|
|
|
0.12
|
|
|
|
(0.56
|
)
|
|
|
(0.02
|
)
|
|
|
(0.58
|
)
|
|
|
15.99
|
|
|
|
0.66
|
(i)(k)
|
|
|
18,912
|
|
|
|
1.55
|
(i)
|
|
|
1.80
|
(i)
|
|
|
3.37
|
(i)
|
|
|
1.46
|
(i)
|
|
|
13
|
|
|
Class Y
(l)
|
Year ended
02/29/12
|
|
|
14.64
|
|
|
|
0.76
|
|
|
|
1.45
|
|
|
|
2.21
|
|
|
|
(0.75
|
)
|
|
|
|
|
|
|
(0.75
|
)
|
|
|
16.10
|
|
|
|
15.46
|
(d)
|
|
|
6,792
|
|
|
|
0.44
|
(e)
|
|
|
0.69
|
(e)
|
|
|
4.89
|
(e)
|
|
|
0.40
|
%
(e)
|
|
|
18
|
|
Period ended
02/28/11
|
|
|
15.78
|
|
|
|
0.32
|
|
|
|
(1.15
|
)
|
|
|
(0.83
|
)
|
|
|
(0.31
|
)
|
|
|
|
|
|
|
(0.31
|
)
|
|
|
14.64
|
|
|
|
(5.27
|
)
(d)
|
|
|
10
|
|
|
|
0.43
|
(f)
|
|
|
0.68
|
(f)
|
|
|
5.11
|
(f)
|
|
|
0.41
|
(f)
|
|
|
10
|
|
Year ended
09/30/10
|
|
|
15.44
|
|
|
|
0.25
|
|
|
|
0.34
|
|
|
|
0.59
|
|
|
|
(0.25
|
)
|
|
|
|
|
|
|
(0.25
|
)
|
|
|
15.78
|
|
|
|
3.83
|
(d)
|
|
|
10
|
|
|
|
0.51
|
(f)
|
|
|
0.76
|
(f)
|
|
|
4.77
|
(f)
|
|
|
0.73
|
(f)
|
|
|
18
|
|
|
|
|
|
(a)
|
|
Calculated using average shares outstanding.
|
(b)
|
|
For the years ended September 30, 2010 and prior, ratio
does not exclude facilities and maintenance fees.
|
(c)
|
|
Portfolio turnover is calculated at the fund level and is not
annualized for periods less than one year, if applicable. For
the year ended February 29, 2012, the portfolio turnover
calculation excludes the value of securities purchased of
$61,546,396 and sold of $9,539,859 in the effort to realign the
Funds portfolio holdings after the reorganization of
Invesco New York Tax-Free Income Fund into the Fund.
|
(d)
|
|
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. Does
not include sales charges and is not annualized for periods less
than one year, if applicable.
|
(e)
|
|
Ratios are based on average daily net assets (000s) of
$112,992, $6,309, $17,015 and $5,009 for Class A,
Class B, Class C and Class Y shares, respectively.
|
(f)
|
|
Annualized.
|
(g)
|
|
Assumes reinvestment of all distributions for the period and
does not include payment of the maximum sales charge of 4.75% or
contingent deferred sales charge (CDSC). On purchases of
$1 million or more, a CDSC of 1% may be imposed on certain
redemptions made within eighteen months of purchase. If the
sales charges were included, total returns would be lower. These
returns include combined
Rule 12b-1
fees and service fees of up to 0.25% and do not reflect the
deduction of taxes that a shareholder would pay on Fund
distributions or the redemption of Fund shares.
|
(h)
|
|
The total return, ratio of expenses to average net assets and
ratio of net investment income to average net assets reflect
actual
12b-1
fees of 0.04%, 0.33% and 0.75% for the year ended
February 29, 2012, period ended February 28, 2011 and
the year ended September 30, 2010, respectively.
|
(i)
|
|
The total return, ratio of expenses to average net assets and
ratio of net investment income to average net assets reflect
actual
12b-1
fees of less than 1%.
|
(j)
|
|
Assumes reinvestment of all distributions for the period and
does not include payment of the maximum CDSC of 4%, charged on
certain redemptions made within one year of purchase and
declining to 0% after the fifth year. If the sales charge was
included, total returns would be lower. These returns include
combined
Rule 12b-1
fees and service fees of up to 1% and do not reflect the
deduction of taxes that a shareholder would pay on Fund
distributions or the redemption of Fund shares.
|
(k)
|
|
Assumes reinvestment of all distributions for the period and
does not include payment of the maximum CDSC of 1%, charged on
certain redemptions made within one year of purchase. If the
sales charge was included, total returns would be lower. These
returns include combined
Rule 12b-1
fees and service fees of up to 1% and do not reflect the
deduction of taxes that a shareholder would pay on Fund
distributions or the redemption of Fund shares.
|
(l)
|
|
Commencement date of June 1, 2010.
|
(m)
|
|
The Funds expense limit terminated June 30, 2012.
|
8 Invesco
Van Kampen New York Tax Free Income Fund
Shareholder
Account Information
In addition to the Fund, Invesco serves as investment adviser to
many other Invesco and Invesco Van Kampen mutual funds that are
offered to retail investors (Invesco Funds or Funds). The
following information is about all of the Invesco Funds that
offer retail share classes.
If shares of the Funds are held in an account maintained by an
intermediary or in the name of a conduit investment vehicle (and
not in the name of an individual investor), the intermediary or
conduit investment vehicle may impose rules which differ from,
and/or
charge a transaction or other fee in addition to, those
described in this prospectus.
Additional information is available on the Internet at
www.invesco.com/us.
Go to the tab for Accounts & Services, then
click on Service Center, or consult the Funds
SAI, which is available on that same Web site or upon request
free of charge. The Web site is not part of this prospectus.
Choosing
a Share Class
Each Fund may offer multiple classes of shares and not all Funds
offer all share classes discussed herein. Each class represents
an interest in the same portfolio of investments. Certain
classes have higher expenses than other classes which may lower
the return on your investment when compared to a less expensive
class. In deciding which class of shares to purchase, you should
consider the following attributes of the various share classes,
among other things: (i) the eligibility requirements that
apply to purchases of a particular class, (ii) the initial
sales charges and contingent deferred sales charges (CDSCs), if
any, applicable to the class, (iii) the
12b-1
fee,
if any, paid by the class, and (iv) any services you may
receive from a financial intermediary. Please contact your
financial adviser to assist you in making your decision. Please
refer to the prospectus fee table for more information on the
fees and expenses of a particular Funds share classes.
|
|
|
|
|
|
|
|
|
|
|
|
Share Classes
|
|
Class A
|
|
Class B
|
|
Class C
|
|
Class R
|
|
Class Y
|
|
Investor Class
|
|
n
Initial sales charge which may be waived or reduced
|
|
n
No initial sales charge
|
|
n
No initial sales charge
|
|
n
No initial sales charge
|
|
n
No initial sales charge
|
|
n
No initial sales charge
|
n
Contingent deferred sales charge on certain redemptions
|
|
n
Contingent deferred sales charge on redemptions within six or fewer years
|
|
n
Contingent deferred sales charge on redemptions within one year
4
|
|
n
No contingent deferred sales charge
|
|
n
No contingent deferred sales charge
|
|
n
No contingent deferred sales charge
|
n
12b-1
fee of up to 0.25%
1
|
|
n
12b-1
fee of up to 1.00%
|
|
n
12b-1
fee of up to 1.00%
5
|
|
n
12b-1
fee of up to 0.50%
|
|
n
No
12b-1
fee
|
|
n
12b-1
fee of up to 0.25%
1
|
|
|
n
Generally converts to Class A shares on or about the end of the month which is at least eight years after the date on which shares were purchased along with a pro rata portion of reinvested dividends and distributions
2,3
|
|
n
Does not convert to Class A shares
|
|
n
Does not convert to Class A shares
|
|
n
Does not convert to Class A shares
|
|
n
Does not convert to Class A shares
|
n
Generally more appropriate for long-term investors
|
|
n
New or additional investments are not permitted.
|
|
n
Generally more appropriate for
short-term
investors
n
Purchase orders limited to amounts less than $1,000,000
|
|
n
Generally available only to employee benefit plans
|
|
n
Class Y shares are generally available to (i) investors who purchase through a fee-based advisory account with an approved financial intermediary, (ii) defined contribution plans, defined benefit retirement plans, endowments or foundations, (iii) banks or bank trust departments acting on their own behalf or as trustee or manager for trust accounts, or (iv) any current, former or retired trustee, director, officer or employee (or immediate family members of a current, former or retired trustee, director, officer or employee) of any Invesco Fund or of Invesco Ltd. or any of its subsidiaries. In fee-based advisory programs, a financial intermediary typically charges each investor a fee based on the value of the investors account in exchange for servicing that account. Class Y shares are generally not available for individual retirement accounts (IRAs) such as traditional, Roth, SEP, SAR-SEP and SIMPLE IRAs.
|
|
n
Generally closed to new investors
|
A-1 The
Invesco Funds
MCF06/12
|
|
|
1
|
|
Class A2 shares of Invesco Tax-Free Intermediate Fund and
Investor Class shares of Invesco Money Market Fund, Invesco
Tax-Exempt Cash Fund, Premier Portfolio, Premier Tax-Exempt
Portfolio and Premier U.S. Government Money Portfolio do
not have a
12b-1
fee,
and the Invesco Short Term Bond Fund Class A shares have a 12b-1
fee of 0.15%.
|
2
|
|
Class B shares of Invesco Money Market Fund convert to Invesco
Cash Reserve Shares. Class B5 shares of Invesco Money
Market Fund convert to Class A5 shares.
|
3
|
|
Class B shares and Class B5 shares will not convert to
Class A shares or Class A5 shares, respectively, that
have a higher 12b-1 fee rate than the respective Class B
shares or Class B5 shares at the time of conversion.
|
4
|
|
CDSC does not apply to redemption of Class C shares of Invesco
Short Term Bond Fund unless you received Class C shares of
Invesco Short Term Bond Fund through an exchange from Class C
shares from another Invesco Fund that is still subject to a CDSC.
|
5
|
|
The
12b-1
fee for Class C shares of certain Funds is less than 1.00%.
The Fees and Expenses of the FundAnnual Fund
Operating Expenses section of this prospectus reflects the
actual
12b-1
fees paid by a Fund.
|
In addition to the share classes shown in the chart above, the
following Funds offer the following additional share classes on
a limited basis:
|
|
n
|
Class A2 shares: Invesco Limited Maturity Treasury Fund and
Invesco Tax-Free Intermediate Fund;
|
|
n
|
Class A5 shares: Invesco Balanced-Risk Retirement Funds and
Invesco Money Market Fund;
|
|
n
|
Class B5 shares: Invesco Money Market Fund (New or
additional investments in Class B5 shares are not
permitted);
|
|
n
|
Class C5 shares: Invesco Balanced-Risk Retirement Funds and
Invesco Money Market Fund;
|
|
n
|
Class R5 shares: Invesco Balanced-Risk Retirement Funds;
|
|
n
|
Class P shares: Invesco Summit Fund;
|
|
n
|
Class S shares: Invesco Charter Fund, Invesco Conservative
Allocation Fund, Invesco Growth Allocation Fund, Invesco
Moderate Allocation Fund and Invesco Summit Fund; and
|
|
n
|
Invesco Cash Reserve Shares: Invesco Money Market Fund.
|
Share
Class Eligibility
Class A, B,
C and Invesco Cash Reserve Shares
Class A, C and Invesco Cash Reserve Shares are available to
all retail investors, including individuals, trusts,
corporations and other business and charitable organizations and
eligible employee benefit plans. The share classes offer
different fee structures which are intended to compensate
financial intermediaries for services provided in connection
with the sale of shares and continued maintenance of the
customer relationship. You should consider the services provided
by your financial adviser and any other financial intermediaries
who will be involved in the servicing of your account when
choosing a share class.
New or additional investments in Class B shares are not
permitted. Existing shareholders of Class B shares may
continue as Class B shareholders, continue to reinvest
dividends and capital gains distributions in Class B shares
and exchange their Class B shares for Class B shares
of other Funds as permitted by the current exchange privileges,
until they convert. For Class B shares outstanding on
November 29, 2010 and Class B shares acquired upon
reinvestment of dividends, all Class B share attributes
including the associated Rule 12b-1 fee, CDSC and conversion
features, will continue.
Class A2 Shares
Class A2 shares, which are offered only on Invesco
Limited Maturity Treasury Fund and Invesco Tax-Free Intermediate
Fund, are closed to new investors. All references in this
prospectus to Class A shares, shall include Class A2 shares,
unless otherwise noted.
Class A5,
B5, C5 and R5 Shares
Class A5, B5, C5 and R5 shares are closed to new investors.
Only investors who have continuously maintained an account in
Class A5, C5 or R5 of a specific Fund may make additional
purchases into Class A5, C5 and R5, respectively, of such
specific Fund. All references in this Prospectus to
Class A, B, C or R shares of the Invesco Funds shall
include Class A5 (excluding Invesco Money Market Fund), B5,
C5, or R5 shares, respectively, of the Invesco Funds, unless
otherwise noted. All references in this Prospectus to Invesco
Cash Reserve Shares of Invesco Money Market Fund shall include
Class A5 shares of Invesco Money Market Fund, unless
otherwise noted.
Class P
Shares
In addition to the other share classes discussed herein, the
Invesco Summit Fund offers Class P shares, which were
historically sold only through the AIM Summit Investors Plans I
and II (each a Plan and, collectively, the Summit Plans).
Class P shares are sold with no initial sales charge and
have a
12b-1
fee of 0.10%. However, Class P shares are not sold to
members of the general public. Only shareholders who had
accounts in the Summit Plans at the close of business on
December 8, 2006 may purchase Class P shares and only
until the total of their combined investments in the Summit
Plans and in Class P shares directly equals the face amount
of their former Plan under the 30 year extended investment
option. The face amount of a Plan is the combined total of all
scheduled monthly investments under the Plan. For a Plan with a
scheduled monthly investment of $100.00, the face amount would
have been $36,000.00 under the 30 year extended investment
option.
Class R
Shares
Class R shares are generally available only to eligible
employee benefit plans. These may include, for example,
retirement and deferred compensation plans maintained pursuant
to Sections 401, 403, and 457 of the Internal Revenue Code
(the Code); nonqualified deferred compensation plans; health
savings accounts maintained pursuant to Section 223 of the
Code; and voluntary employees beneficiary arrangements
maintained pursuant to Section 501(c)(9) of the Code.
Retirement plans maintained pursuant to Section 401
generally include 401(k) plans, profit sharing plans, money
purchase pension plans, and defined benefit plans. Class R
shares are generally not available for individual retirement
accounts (IRAs) such as traditional, Roth, SEP, SAR-SEP and
SIMPLE IRAs.
Class S
Shares
Class S shares are limited to investors who purchase shares
with the proceeds received from a systematic contractual
investment plan redemption within the 12 months prior to
purchasing Class S shares, and who purchase through an
approved financial intermediary that has an agreement with the
distributor to sell Class S shares. Class S shares are
not otherwise sold to members of the general public. An investor
purchasing Class S shares will not pay an initial sales
charge. The investor will no longer be eligible to purchase
additional Class S shares at that point where the value of
the contributions to the prior systematic contractual investment
plan combined with the subsequent Class S share
contributions equals the face amount of what would have been the
investors systematic contractual investment plan under the
30-year
investment option. The face amount of a systematic contractual
investment plan is the combined total of all scheduled monthly
investments under that plan. For a plan with a scheduled monthly
investment of $100.00, the face amount would have been
$36,000.00 under the
30-year
extended investment option.
Class Y
Shares
Class Y shares are generally available to investors who
purchase through a fee-based advisory account with an approved
financial intermediary or
A-2 The
Invesco Funds
to any current, former or retired trustee, director, officer or
employee (or immediate family members of a current, former or
retired trustee, director, officer or employee) of any Invesco
Fund or of Invesco Ltd. or any of its subsidiaries. In fee-based
advisory programs, a financial intermediary typically charges
each investor a fee based on the value of the investors
account in exchange for servicing that account. Class Y
shares are generally not available for individual retirement
accounts (IRAs) such as traditional, Roth, SEP, SAR-SEP and
SIMPLE IRAs.
Subject to any conditions or limitations imposed on the
servicing of Class Y shares by your financial adviser, if
you received Class Y shares as a result of a merger or
reorganization of a predecessor fund into any of the Funds, you
will be permitted to make additional Class Y share
purchases.
Investor
Class Shares
Some of the Funds offer Investor Class
shares.
Investor Class shares are sold with no initial
sales charge and have a maximum
12b-1
fee of
0.25%. Investor Class shares are not sold to members of the
general public. Only the following persons may purchase Investor
Class shares:
|
|
n
|
Investors who established accounts prior to April 1, 2002,
in Investor Class shares who have continuously maintained an
account in Investor Class shares (this includes anyone listed in
the registration of an account, such as a joint owner, trustee
or custodian, and immediate family members of such persons).
These investors are referred to as Investor Class
grandfathered investors.
|
n
|
Customers of certain financial intermediaries which have had
relationships with the Funds distributor or any Funds that
offered Investor Class shares prior to April 1, 2002, who
have continuously maintained such relationships. These
intermediaries are referred to as Investor Class
grandfathered intermediaries.
|
n
|
Eligible employee benefit plans. Investor Class shares are
generally not available for IRAs unless the IRA depositor is
considered an Investor Class grandfathered investor or the
account is opened through an Investor Class grandfathered
intermediary.
|
n
|
Any current, former or retired trustee, director, officer or
employee (or immediate family member of a current, former or
retired trustee, director, officer or employee) of any Invesco
Fund or of Invesco Ltd. or any of its subsidiaries.
|
Distribution
and Service
(12b-1)
Fees
Except as noted below, each Fund has adopted a distribution plan
or distribution plan and service plan pursuant to SEC
Rule 12b-1.
A
12b-1
plan
allows a Fund to pay distribution and service fees to Invesco
Distributors, Inc. (Invesco Distributors) to compensate or
reimburse, as applicable, Invesco Distributors for its efforts
in connection with the sale and distribution of the Funds
shares and for services provided to shareholders, all or a
substantial portion of which are paid to the dealer of record.
Because the Funds pay these fees out of their assets on an
ongoing basis, over time these fees will increase the cost of
your investment and may cause you to pay more than the maximum
permitted initial sales charges described in this prospectus.
The following Funds and share classes do not have
12b-1
plans:
|
|
n
|
Invesco Tax-Free Intermediate Fund, Class A2 shares.
|
n
|
Invesco Money Market Fund, Investor Class shares.
|
n
|
Invesco Tax-Exempt Cash Fund, Investor Class shares.
|
n
|
Premier Portfolio, Investor Class shares.
|
n
|
Premier U.S. Government Money Portfolio, Investor Class
shares.
|
n
|
Premier Tax-Exempt Portfolio, Investor Class shares.
|
n
|
All Funds, Class Y shares
|
Under the applicable distribution plan or distribution plan and
service plan, the Funds may pay distribution and service fees up
to the following amounts with respect to each Funds
average daily net assets with respect to such class:
|
|
n
|
Class A shares: 0.25%
|
n
|
Class B shares: 1.00%
|
n
|
Class C shares: 1.00%
|
n
|
Class P shares: 0.10%
|
n
|
Class R shares: 0.50%
|
n
|
Class S shares: 0.15%
|
n
|
Invesco Cash Reserve Shares: 0.15%
|
n
|
Investor Class shares: 0.25%
|
Please refer to the prospectus fee table for more information on
a particular Funds
12b-1
fees.
Initial
Sales Charges (Class A Shares Only)
The Funds are grouped into four categories for determining
initial sales charges. The Other Information section
of each Funds prospectus will tell you the sales charge
category in which the Fund is classified. As used below, the
term offering price with respect to all categories
of Class A shares includes the initial sales charge.
|
|
|
|
|
|
|
|
|
|
|
|
|
Category I Initial Sales Charges
|
|
|
|
|
Investors Sales Charge
|
Amount invested
|
|
As a % of
|
|
As a % of
|
in a single transaction
|
|
Offering Price
|
|
Investment
|
|
Less than
|
|
$
|
50,000
|
|
|
|
5.50
|
%
|
|
|
5.82
|
%
|
|
$50,000 but less than
|
|
$
|
100,000
|
|
|
|
4.50
|
|
|
|
4.71
|
|
|
$100,000 but less than
|
|
$
|
250,000
|
|
|
|
3.50
|
|
|
|
3.63
|
|
|
$250,000 but less than
|
|
$
|
500,000
|
|
|
|
2.75
|
|
|
|
2.83
|
|
|
$500,000 but less than
|
|
$
|
1,000,000
|
|
|
|
2.00
|
|
|
|
2.04
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Category II Initial Sales Charges
|
|
|
|
|
Investors Sales Charge
|
Amount invested
|
|
As a % of
|
|
As a % of
|
in a single transaction
|
|
Offering Price
|
|
Investment
|
|
Less than
|
|
$
|
50,000
|
|
|
|
4.75
|
%
|
|
|
4.99
|
%
|
|
$50,000 but less than
|
|
$
|
100,000
|
|
|
|
4.25
|
|
|
|
4.44
|
|
|
$100,000 but less than
|
|
$
|
250,000
|
|
|
|
3.50
|
|
|
|
3.63
|
|
|
$250,000 but less than
|
|
$
|
500,000
|
|
|
|
2.50
|
|
|
|
2.56
|
|
|
$500,000 but less than
|
|
$
|
1,000,000
|
|
|
|
2.00
|
|
|
|
2.04
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Category III Initial Sales Charges
|
|
|
|
|
Investors Sales Charge
|
Amount invested
|
|
As a % of
|
|
As a % of
|
in a single transaction
|
|
Offering Price
|
|
Investment
|
|
Less than
|
|
$
|
100,000
|
|
|
|
1.00
|
%
|
|
|
1.01
|
%
|
|
$100,000 but less than
|
|
$
|
250,000
|
|
|
|
0.75
|
|
|
|
0.76
|
|
|
$250,000 but less than
|
|
$
|
1,000,000
|
|
|
|
0.50
|
|
|
|
0.50
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Category IV Initial Sales Charges
|
|
|
|
|
Investors Sales Charge
|
Amount invested
|
|
As a % of
|
|
As a % of
|
in a single transaction
|
|
Offering Price
|
|
Investment
|
|
Less than
|
|
$
|
100,000
|
|
|
|
2.50
|
%
|
|
|
2.56
|
%
|
|
$100,000 but less than
|
|
$
|
250,000
|
|
|
|
1.75
|
|
|
|
1.78
|
|
|
$250,000 but less than
|
|
$
|
500,000
|
|
|
|
1.25
|
|
|
|
1.27
|
|
|
$500,000 but less than
|
|
$
|
1,000,000
|
|
|
|
1.00
|
|
|
|
1.01
|
|
|
Class A
Shares Sold Without an Initial Sales Charge
Certain categories of investors are permitted to purchase and
certain intermediaries are permitted to sell Class A shares
of the Funds without an initial sales charge because their
transactions involve little or no expense. The investors who may
purchase Class A shares without paying an initial sales
charge include the following:
|
|
n
|
Investors who purchase shares through a fee-based advisory
account with an approved financial intermediary or any current
or retired trustee, director, officer or employee of any Invesco
Fund or of Invesco Ltd. or
|
A-3 The
Invesco Funds
|
|
|
any of its subsidiaries. In a fee based advisory program, a
financial intermediary typically charges each investor a fee
based on the value of the investors account in exchange
for servicing that account.
|
|
|
n
|
Any investor who purchases their shares with the proceeds of a
rollover, transfer or distribution from a retirement plan or
individual retirement account for which Invesco Distributors
acts as the prototype sponsor to another eligible retirement
plan or individual retirement account for which Invesco
Distributors acts as the prototype sponsor, to the extent that
such proceeds are attributable to the redemption of shares of a
Fund held through the plan or account.
|
n
|
Certain retirement plans (the Plan or
Plans); provided, however, that such Plans:
|
|
|
|
|
n
|
have assets of at least $1 million; or
|
|
n
|
have at least 100 employees eligible to participate in the
Plan; or
|
|
n
|
execute multiple-plan transactions through a single omnibus
account per Fund.
|
|
|
n
|
Any investor who maintains an account in Investor Class shares
of a Fund (this includes anyone listed in the registration of an
account, such as a joint owner, trustee or custodian, and
immediate family members of such persons).
|
n
|
Qualified Tuition Programs created and maintained in accordance
with Section 529 of the Code.
|
n
|
Insurance company separate accounts.
|
No investor will pay an initial sales charge in the following
circumstances:
|
|
n
|
When buying Class A shares of Invesco Tax-Exempt Cash Fund.
|
n
|
When reinvesting dividends and distributions.
|
n
|
When exchanging shares of one Fund, that were previously
assessed a sales charge, for shares of another Fund.
|
n
|
As a result of a Funds merger, consolidation, or
acquisition of the assets of another Fund.
|
n
|
Unit investment trusts sponsored by Invesco Distributors or its
affiliates.
|
n
|
Unitholders of Invesco Van Kampen unit investment trusts that
enrolled in the reinvestment program prior to December 3,
2007 to reinvest distributions from such trusts in Class A
shares of the Funds. The Funds reserve the right to modify or
terminate this program at any time.
|
Reduced Sales
Charges and Sales Charge Exceptions
You may qualify for reduced sales charges or sales charge
exceptions. Qualifying types of accounts for you and your
Immediate Family as described in a Funds SAI
include individual, joint, certain trusts, 529 college savings
plan and Coverdell Education Savings, certain retirement plans
established for the benefit of an individual, and Uniform
Gifts/Transfers to Minor Acts accounts. To qualify for these
reductions or exceptions, you or your financial adviser must
notify the transfer agent and provide the necessary
documentation at the time of purchase that your purchase
qualifies for such treatment. Certain individuals and
employer-sponsored retirement plans may link accounts for the
purpose of qualifying for lower initial sales charges.
Purchases of Class A shares of Invesco Tax-Exempt Cash Fund
or Invesco Cash Reserve Shares of Invesco Money Market Fund or
Investor Class shares of any fund will not be taken into account
in determining whether a purchase qualifies for a reduction in
initial sales charges pursuant to
Rights of Accumulation
or
Letters of Intent.
Rights of
Accumulation
You may combine your new purchases of Class A shares of a
Fund with other Fund shares currently owned (Class A, B, C,
IB, IC, P, R, S or Y) for the purpose of qualifying for the
lower initial sales charge rates that apply to larger purchases.
The applicable initial sales charge for the new purchase is
based on the total of your current purchase and the value of
other shares owned based on their current public offering price.
The transfer agent may automatically link certain accounts
registered in the same name with the same taxpayer
identification number for the purpose of qualifying you for
lower initial sales charge rates.
Letters of
Intent
Under a Letter of Intent (LOI), you commit to purchase a
specified dollar amount of Class A shares of one or more
Funds during a
13-month
period. The amount you agree to purchase determines the initial
sales charge you pay. If the full amount committed to in the LOI
is not invested by the end of the
13-month
period, your account will generally be assessed the higher
initial sales charge that would normally be applicable to the
total amount actually invested.
Reinstatement
Following Redemption
If you redeem any class of shares of a Fund, you may reinvest
all or a portion of the proceeds from the redemption in the same
share class of any Fund in the same Category within
180 days of the redemption without paying an initial sales
charge. Class B, P and S redemptions may be reinvested only
into Class A shares with no initial sales charge.
Class Y redemptions may be reinvested into either
Class Y shares or Class A shares with no initial sales
charge.
This reinstatement privilege does not apply to a purchase made
through a regularly scheduled automatic investment plan, such as
a purchase by a regularly scheduled payroll deduction or
transfer from a bank account.
This reinstatement privilege is suspended for the period of time
in which a purchase block is in place on a shareholders
account. Please see Purchase Blocking Policy
discussed below.
In order to take advantage of this reinstatement privilege, you
must inform your financial adviser or the transfer agent that
you wish to do so at the time of your investment.
Contingent
Deferred Sales Charges (CDSCs)
CDSCs on
Class A Shares and Invesco Cash Reserve Shares of Invesco
Money Market Fund
You can purchase $1,000,000 or more (a Large Purchase) of
Class A shares of Category I, II and IV Funds without
paying an initial sales charge. However, if you redeem these
shares prior to 18 months after the date of purchase, they
will be subject to a CDSC of 1%.
If you currently own Class A shares of a Category I, II or
IV Fund, and make additional purchases without paying an initial
sales charge that result in account balances of $1,000,000 or
more, the additional shares purchased will be subject to an
18-month,
1%
CDSC.
If Invesco Distributors pays a concession to the dealer of
record in connection with a Large Purchase of Class A
shares by an employee benefit plan, the Class A shares may
be subject to a 1% CDSC if all of the plans shares are
redeemed within one year from the date of the plans
initial purchase.
If you acquire Invesco Cash Reserve Shares of Invesco Money
Market Fund or Class A shares of Invesco Tax-Exempt Cash
Fund through an exchange involving Class A shares that were
subject to a CDSC, the shares acquired as a result of the
exchange will continue to be subject to that same CDSC.
CDSCs on
Class B Shares
Class B shares are subject to a CDSC. If you redeem your
shares during the CDSC period, you will be assessed a CDSC as
follows, unless you qualify for one of the CDSC exceptions
outlined below. The Funds are grouped into seven categories for
determining CDSCs. The Other Information section of
each Funds prospectus will tell you the CDSC category in
which the Fund is classified.
A-4 The
Invesco Funds
|
|
|
|
|
CDSC Category I
|
|
Year since purchase made
|
|
Class B CDSC
|
|
|
|
First
|
|
|
5.00
|
%
|
|
Second
|
|
|
4.00
|
|
|
Third
|
|
|
3.00
|
|
|
Fourth
|
|
|
3.00
|
|
|
Fifth
|
|
|
2.00
|
|
|
Sixth
|
|
|
1.00
|
|
|
Seventh and following
|
|
|
None
|
|
|
|
|
|
|
|
CDSC Category II
|
|
Year since purchase made
|
|
Class B CDSC
|
|
|
|
First
|
|
|
5.00
|
%
|
|
Second
|
|
|
4.00
|
|
|
Third
|
|
|
3.00
|
|
|
Fourth
|
|
|
2.00
|
|
|
Fifth
|
|
|
2.00
|
|
|
Sixth
|
|
|
1.00
|
|
|
Seventh and following
|
|
|
None
|
|
|
|
|
|
|
|
CDSC Category III
|
|
Year since purchase made
|
|
Class B CDSC
|
|
|
|
First
|
|
|
5.00
|
%
|
|
Second
|
|
|
4.00
|
|
|
Third
|
|
|
3.00
|
|
|
Fourth
|
|
|
2.50
|
|
|
Fifth
|
|
|
1.50
|
|
|
Sixth
|
|
|
None
|
|
|
|
|
|
|
|
CDSC Category IV
|
|
Year since purchase made
|
|
Class B CDSC
|
|
|
|
First
|
|
|
4.00
|
%
|
|
Second
|
|
|
3.75
|
|
|
Third
|
|
|
3.50
|
|
|
Fourth
|
|
|
2.50
|
|
|
Fifth
|
|
|
1.50
|
|
|
Sixth
|
|
|
1.00
|
|
|
Seventh and following
|
|
|
None
|
|
|
|
|
|
|
|
CDSC Category V
|
|
Year since purchase made
|
|
Class B CDSC
|
|
|
|
First
|
|
|
2.00
|
%
|
|
Second
|
|
|
1.50
|
|
|
Third
|
|
|
1.00
|
|
|
Fourth
|
|
|
0.50
|
|
|
Fifth and following
|
|
|
None
|
|
|
|
|
|
|
|
|
|
|
|
CDSC Category VI
|
|
|
|
Class B CDSC
|
|
|
Class B CDSC
|
|
|
|
purchased before
|
|
|
purchased on or after
|
|
Year since purchase made
|
|
June 1, 2005
|
|
|
June 1, 2005
|
|
|
|
First
|
|
|
3.00
|
%
|
|
|
4.00
|
%
|
|
Second
|
|
|
2.50
|
|
|
|
4.00
|
|
|
Third
|
|
|
2.00
|
|
|
|
3.00
|
|
|
Fourth
|
|
|
1.00
|
|
|
|
2.50
|
|
|
Fifth
|
|
|
None
|
|
|
|
1.50
|
|
|
Sixth and following
|
|
|
None
|
|
|
|
None
|
|
|
|
|
|
|
|
CDSC Category VII
|
|
Year since purchase made
|
|
Class B CDSC
|
|
|
|
First
|
|
|
4.00
|
%
|
|
Second
|
|
|
4.00
|
|
|
Third
|
|
|
3.00
|
|
|
Fourth
|
|
|
2.50
|
|
|
Fifth
|
|
|
1.50
|
|
|
Sixth and following
|
|
|
None
|
|
|
CDSCs on
Class C Shares
Class C shares are sold without an initial sales charge.
However, they are subject to a CDSC. If you redeem your shares
during the first year since purchase has been made you will be
assessed a 1% CDSC, unless you qualify for one of the CDSC
exceptions outlined below.
CDSCs on
Class C SharesEmployee Benefit Plan
Invesco Distributors pays a concession to the dealer of record
in connection with a purchase of Class C shares by an
employee benefit plan; the Class C shares are subject to a
1.00% CDSC at the time of redemption if all of the plans
shares are redeemed within one year from the date of the
plans initial purchase.
CDSCs on
Class C Shares of Invesco Short Term Bond Fund
Class C shares of Invesco Short Term Bond Fund are not
normally subject to a CDSC. However, if you acquired shares of
those Funds through an exchange, and the shares originally
purchased were subject to a CDSC, the shares acquired as a
result of the exchange will continue to be subject to that same
CDSC. Conversely, if you acquire Class C shares of any
other Fund as a result of an exchange involving Class C
shares of Invesco Short Term Bond Fund that were not subject to
a CDSC, then the shares acquired as a result of the exchange
will not be subject to a CDSC.
Computing a
CDSC
The CDSC on redemptions of shares is computed based on the lower
of their original purchase price or current net asset value, net
of reinvested dividends and capital gains distributions. In
determining whether to charge a CDSC, shares are accounted for
on a
first-in,
first-out basis, which means that you will redeem shares on
which there is no CDSC first, and then shares in the order of
their purchase.
CDSC
Exceptions
Investors who own shares that are otherwise subject to a CDSC
will not pay a CDSC in the following circumstances:
|
|
n
|
If you participate in the Systematic Redemption Plan and
withdraw up to 12% of the value of your shares that are subject
to a CDSC in any twelve-month period.
|
n
|
If you redeem shares to pay account fees.
|
n
|
If you are the executor, administrator or beneficiary of an
estate or are otherwise entitled to assets remaining in an
account following the death
|
A-5 The
Invesco Funds
|
|
|
or post-purchase disability of a shareholder or beneficial owner
and you choose to redeem those shares.
|
There are other circumstances under which you may be able to
redeem shares without paying CDSCs.
Shares acquired through the reinvestment of dividends and
distributions are not subject to CDSCs.
The following share classes are sold with no CDSC:
|
|
n
|
Class A shares of Invesco Tax-Exempt Cash Fund.
|
n
|
Class A shares of Invesco Limited Maturity Treasury
Fund and Invesco Tax-Free Intermediate Fund purchased on or
after October 21, 2002, and prior to February 1, 2010.
|
n
|
Class A2 shares of Invesco Limited Maturity Treasury
Fund and Invesco Tax-Free Intermediate Fund.
|
n
|
Invesco Cash Reserve Shares of Invesco Money Market Fund.
|
n
|
Investor Class shares of any Fund.
|
n
|
Class P shares of Invesco Summit Fund.
|
n
|
Class S shares of Invesco Charter Fund, Invesco
Conservative Allocation Fund, Invesco Growth Allocation Fund,
Invesco Moderate Allocation Fund and Invesco Summit Fund.
|
n
|
Class Y shares of any Fund.
|
CDSCs Upon
Converting to Class Y Shares
If shares that are subject to a CDSC are converted to
Class Y shares, the applicable CDSC will be assessed prior
to conversion.
Purchasing
Shares
If you hold your shares through a financial intermediary, your
eligibility to purchase shares and the terms by which you may
purchase, redeem and exchange shares may differ depending on
that institutions policies.
Minimum
Investments
There are no minimum investments for Class P, R or S shares
for fund accounts. The minimum investments for Class A, C,
Y, Investor Class and Invesco Cash Reserve shares for fund
accounts are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional
|
|
|
Initial Investment
|
|
Investments
|
Type of Account
|
|
Per Fund
|
|
Per Fund
|
|
Asset or fee-based accounts managed by your financial adviser
|
|
|
None
|
|
|
|
None
|
|
|
Eligible employee benefit plans, SEP, SARSEP and SIMPLE IRA plans
|
|
|
None
|
|
|
|
None
|
|
|
IRAs, Roth IRAs and Coverdell ESAs if the new investor is
purchasing shares through a systematic purchase plan
|
|
$
|
25
|
|
|
$
|
25
|
|
|
All other accounts if the investor is purchasing shares through
a systematic purchase plan
|
|
|
50
|
|
|
|
50
|
|
|
IRAs, Roth IRAs and Coverdell ESAs
|
|
|
250
|
|
|
|
25
|
|
|
All other accounts
|
|
|
1,000
|
|
|
|
50
|
|
|
Invesco Distributors has the discretion to accept orders for
lesser amounts
|
|
|
|
|
|
|
|
|
|
How to Purchase
Shares
|
|
|
|
|
|
|
Opening An Account
|
|
Adding To An Account
|
|
Through a Financial Adviser
|
|
Contact your financial adviser.
|
|
Contact your financial adviser.
|
By Mail
|
|
Mail completed account application and check to the transfer
agent,
Invesco Investment Services, Inc.,
P.O. Box 219078,
Kansas City, MO
64121-9078.
Invesco Investment Services, Inc. does NOT accept the following
types of payments: Credit Card Checks, Third Party Checks, and
Cash*.
|
|
Mail your check and the remittance slip from your confirmation
statement to the transfer agent. Invesco Investment Services,
Inc. does NOT accept the following types of payments: Credit
Card Checks, Third Party Checks, and Cash*.
|
By Wire
|
|
Mail completed account application to the transfer agent. Call
the transfer agent at (800)
959-4246
to
receive a reference number. Then, use the wire instructions
provided below.
|
|
Call the transfer agent to receive a reference number. Then, use
the wire instructions provided below.
|
Wire Instructions
|
|
Beneficiary Bank ABA/Routing #: 011001234
Beneficiary Account Number: 729639
Beneficiary Account Name: Invesco Investment Services, Inc.
RFB: Fund Name, Reference #
OBI: Your Name, Account #
|
By Telephone
|
|
Open your account using one of the methods described above.
|
|
Select the Bank Account Information option on your completed
account application or complete a Systematic Options and Bank
Information Form. Mail the application or form to the transfer
agent. Once the transfer agent has received the form, call the
transfer agent at the number below to place your purchase order.
|
Automated Investor Line
|
|
Open your account using one of the methods described above.
|
|
Call the Invesco Investment Services, Inc.
24-hour
Automated Investor Line at
1-800-246-5463.
You may place your order after you have provided the bank
instructions that will be requested.
|
By Internet
|
|
Open your account using one of the methods described above.
|
|
Access your account at www.invesco.com/us. The proper bank
instructions must have been provided on your account. You may
not purchase shares in retirement accounts on the internet.
|
|
|
|
|
*
|
|
In addition, Invesco Investment Services, Inc. does not accept
cash equivalents for employer sponsored plan accounts. Cash
equivalents include cashiers checks, official checks, bank
drafts, travelers checks, treasurers checks, postal
money orders or money orders. We also reserve the right to
reject at our sole discretion payment by Temporary / Starter
Checks.
|
Purchase orders will not be processed unless the account
application and purchase payment are received in good order. In
accordance with the USA PATRIOT Act, if you fail to provide all
the required information requested in the current account
application, your purchase order will not be processed.
Additionally, federal law requires that the Fund verify and
record your identifying information.
A-6 The
Invesco Funds
Systematic
Purchase Plan
You can arrange for periodic investments in any of the Funds by
authorizing the transfer agent to withdraw the amount of your
investment from your bank account on a day or dates you specify
and in an amount of at least $25 per Fund for IRAs, Roth IRAs
and Coverdell ESAs, and at least $50 per Fund for all other
types of accounts (a Systematic Purchase Plan). You may stop the
Systematic Purchase Plan at any time by giving the transfer
agent notice ten days prior to your next scheduled withdrawal.
Certain financial advisers and other financial intermediaries
may also offer systematic purchase plans.
Dollar Cost
Averaging
Dollar Cost Averaging allows you to make automatic periodic
exchanges, if permitted, from one Fund to another Fund or
multiple other Funds. The account from which exchanges are to be
made must have a minimum balance of $5,000 before you can use
this option. Exchanges will occur on (or about) the day of the
month you specify, in the amount you specify. Dollar Cost
Averaging cannot be set up for the 29th through the 31st of the
month. The minimum amount you can exchange to another Fund is
$50. Certain financial advisers and other financial
intermediaries may also offer dollar cost averaging programs.
Automatic
Dividend and Distribution Investment
Your dividends and distributions may be paid in cash or
reinvested in the same Fund or another Fund without paying an
initial sales charge. Unless you specify otherwise, your
dividends and distributions will automatically be reinvested in
the same Fund. If you elect to receive your distributions by
check, and the distribution amount is $10 or less, then the
amount will be automatically reinvested in the same Fund and no
check will be issued. If you have elected to receive
distributions by check, and the postal service is unable to
deliver checks to your address of record, then your distribution
election may be converted to having all subsequent distributions
reinvested in the same Fund and no checks will be issued. With
respect to certain account types, if your check remains uncashed
for six months, the Fund generally reserves the right to
reinvest your distribution check in your account at the then
applicable NAV and to reinvest all subsequent distributions in
shares of the Fund. Such checks will be reinvested into the same
share class of the Fund unless you own shares in both Class A
and Class B of the same Fund, in which case the check may be
reinvested into the Class A shares. You should contact the
transfer agent to change your distribution option, and your
request to do so must be received by the transfer agent before
the record date for a distribution in order to be effective for
that distribution. No interest will accrue on amounts
represented by uncashed distribution checks.
You must comply with the following requirements to be eligible
to invest your dividends and distributions in shares of another
Fund:
|
|
n
|
Your account balance in the Fund paying the dividend or
distribution must be at least $5,000; and
|
n
|
Your account balance in the Fund receiving the dividend or
distribution must be at least $500.
|
Portfolio
Rebalancing Program
If you have at least $5,000 in your account, you may participate
in the Portfolio Rebalancing Program. Under this Program, you
can designate how the total value of your Fund holdings should
be rebalanced, on a percentage basis, between two and ten of
your Funds on a quarterly, semiannual or annual basis. Your
portfolio will be rebalanced through the exchange of shares in
one or more of your Funds for shares of the same class of one or
more other Funds in your portfolio. Rebalancing will not occur
if your portfolio is within 2% of your stated allocation. If you
wish to participate in the Program, make changes or cancel the
Program, the transfer agent must receive your request to
participate, changes, or cancellation in good order at least
five business days prior to the next rebalancing date, which is
normally the 28th day of the last month of the period you
choose. We may modify, suspend or terminate the Program at any
time on 60 days prior written notice to participating
investors. Certain financial advisers and other financial
intermediaries may also offer portfolio rebalancing programs.
Redeeming
Shares
For Funds other than Premier Portfolio, Premier Tax-Exempt
Portfolio and Premier U.S. Government Money Portfolio, the
transfer agent or authorized intermediary, if applicable, must
receive your call during the hours of the customary trading
session of the New York Stock Exchange (NYSE) in order to effect
the redemption at that days net asset value. For Premier
Portfolio, Premier Tax-Exempt Portfolio and Premier
U.S. Government Money Portfolio, the transfer agent or
authorized intermediary, if applicable, must receive your call
before the Funds net asset value determination in order to
effect the redemption that day.
|
|
|
How to Redeem Shares
|
|
Through a Financial Adviser or Financial Intermediary
|
|
Contact your financial adviser or financial intermediary
(including your retirement plan administrator).
|
By Mail
|
|
Send a written request to the transfer agent which includes:
|
|
|
n
Original signatures of all registered owners/trustees;
|
|
|
n
The dollar value or number of shares that you wish to redeem;
|
|
|
n
The name of the Fund(s) and your account number;
|
|
|
n
The cost basis method or specific shares you wish to redeem for tax reporting purposes, if different than the method already on record; and
|
|
|
n
Signature guarantees, if necessary (see below).
|
|
|
The transfer agent may require that you provide additional
documentation, or information, such as corporate resolutions or
powers of attorney, if applicable. If you are redeeming from an
IRA or other type of retirement account, you must complete the
appropriate distribution form, as well as employer authorization.
|
By Telephone
|
|
Call the transfer agent at
1-800-959-4246.
You will be allowed to redeem by telephone if:
|
|
|
n
Your redemption proceeds are to be mailed to your address on record (and there has been no change in your address of record within the last 30 days) or transferred electronically to a pre-authorized checking account;
|
|
|
n
You do not hold physical share certificates;
|
|
|
n
You can provide proper identification information;
|
|
|
n
Your redemption proceeds do not exceed $250,000 per Fund; and
|
|
|
n
You have not previously declined the telephone redemption privilege.
|
|
|
You may, in limited circumstances, initiate a redemption from an
Invesco IRA by telephone. Redemptions from other types of
retirement plan accounts may be initiated only in writing and
require the completion of the appropriate distribution form, as
well as employer authorization.
|
Automated Investor Line
|
|
Call the Invesco Investment Services, Inc. 24-hour Automated
Investor Line at
1-800-246-5463.
You may place your redemption order after you have provided the
bank instructions that will be requested.
|
By Internet
|
|
Place your redemption request at www.invesco.com/us. You will be
allowed to redeem by Internet if:
|
|
|
n
You do not hold physical share certificates;
|
|
|
n
You can provide proper identification information;
|
|
|
n
Your redemption proceeds do not exceed $250,000 per Fund; and
|
|
|
n
You have already provided proper bank information.
|
|
|
Redemptions from most retirement plan accounts may be initiated
only in writing and require the completion of the appropriate
distribution form, as well as employer authorization.
|
|
Timing and Method
of Payment
We normally will send out payments within one business day, and
in any event no more than seven days, after your redemption
request is received in good order (meaning that all necessary
information and documentation related to the redemption request
have been provided to the transfer
A-7 The
Invesco Funds
agent or authorized intermediary, if applicable). If you redeem
shares recently purchased by check or ACH, you may be required
to wait up to ten business days before we send your redemption
proceeds. This delay is necessary to ensure that the purchase
has cleared. Payment may be postponed under unusual
circumstances, as allowed by the SEC, such as when the NYSE
restricts or suspends trading.
Redemption checks are mailed to your address of record, via
first class U.S. mail, unless you make other
arrangements with the transfer agent.
We use reasonable procedures to confirm that instructions
communicated via telephone and the Internet are genuine, and we
are not liable for losses arising from actions taken in
accordance with instructions that are reasonably believed to be
genuine.
Expedited
Redemptions (Invesco Cash Reserve Shares of Invesco Money Market
Fund only)
If you place your redemption order by telephone, before
11:30 a.m. Eastern Time and request an expedited
redemption, we will transmit payment of redemption proceeds on
that same day via federal wire to a bank of record on your
account. If we receive your redemption order after
11:30 a.m. Eastern Time and before the close of the
customary trading session of the NYSE, we will transmit payment
on the next business day.
Systematic
Withdrawals
You may arrange for regular periodic withdrawals from your
account in amounts equal to or greater than $50 per Fund. We
will redeem the appropriate number of shares from your account
to provide redemption proceeds in the amount requested. You must
have a total account balance of at least $5,000 in order to
establish a Systematic Redemption Plan, unless you are
establishing a Required Minimum Distribution for a retirement
plan. You can stop this plan at any time by giving ten
days prior notice to the transfer agent.
Check
Writing
The transfer agent provides check writing privileges for
accounts in the following Funds and share classes:
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Invesco Money Market Fund, Invesco Cash Reserve Shares,
Class A5 shares, Class Y shares and Investor Class
shares
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Invesco Tax-Exempt Cash Fund, Class A shares, Class Y
shares and Investor Class shares
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Premier Portfolio, Investor Class shares
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Premier Tax-Exempt Portfolio, Investor Class shares
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Premier U.S. Government Money Portfolio, Investor Class
shares
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You may redeem shares of these Funds by writing checks in
amounts of $250 or more if you have subscribed to the service by
completing a Check Writing authorization form.
Redemption by check is not available for retirement accounts.
Checks are not eligible to be converted to ACH by the payee. You
may not give authorization to a payee by phone to debit your
account by ACH for a debt owed to the payee.
Signature
Guarantees
We require a signature guarantee in the following circumstances:
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When your redemption proceeds will equal or exceed $250,000 per
Fund.
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When you request that redemption proceeds be paid to someone
other than the registered owner of the account.
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When you request that redemption proceeds be sent somewhere
other than the address of record or bank of record on the
account.
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When you request that redemption proceeds be sent to a new
address or an address that changed in the last 30 days.
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The transfer agent will accept a guarantee of your signature by
a number of different types of financial institutions. Call the
transfer agent for additional information. Some institutions
have transaction amount maximums for these guarantees. Please
check with the guarantor institution to determine whether the
signature guarantee offered will be sufficient to cover the
value of your transaction request.
Redemptions in
Kind
Although the Funds generally intend to pay redemption proceeds
solely in cash, the Funds reserve the right to determine, in
their sole discretion, whether to satisfy redemption requests by
making payment in securities or other property (known as a
redemption in kind).
Redemptions
Initiated by the Funds
If your account (Class A, B, C, P, S and Investor Class
shares only) has been open at least one year, you have not made
an additional purchase in the account during the past six
calendar months, and the value of your account falls below $500
for three consecutive months, the Funds have the right to redeem
the account after giving you 60 days prior written
notice. You may avoid having your account redeemed during the
notice period by bringing the account value up to $500 or by
initiating a Systematic Purchase Plan.
If the Fund determines that you have not provided a correct
Social Security or other tax identification number on your
account application, or the Fund is not able to verify your
identity as required by law, the Fund may, at its discretion,
redeem the account and distribute the proceeds to you.
Minimum Account
Balance
A low balance fee of $12 per year will be deducted in the fourth
quarter of each year from all Class A share, Class C
share and Investor Class share accounts held in the Fund (each a
Fund Account) with a value less than the low balance amount
(the Low Balance Amount) as determined from time to time by the
Fund and the Adviser. The Fund and the Adviser generally expect
the Low Balance Amount to be $750, but such amount may be
adjusted for any year depending on various factors, including
market conditions. The Low Balance Amount and the date on which
it will be deducted from any Fund Account will be posted on
our web site, www.invesco.com/us, on or about November 1 of each
year. This fee will be payable to the transfer agent by
redeeming from a Fund Account sufficient shares owned by a
shareholder and will be used by the transfer agent to offset
amounts that would otherwise be payable by the Fund to the
transfer agent under the transfer agency agreement. The low
balance fee is not applicable to Fund Accounts comprised
of: (i) fund of funds accounts, (ii) escheated
accounts, (iii) accounts participating in a Systematic
Purchase Plan established directly with the Fund,
(iv) accounts with Dollar Cost Averaging, (v) accounts
in which Class B Shares are immediately involved in the
automatic conversion to Class A Shares, and those
corresponding Class A Shares immediately involved in such
conversion, (vi) accounts in which all shares are evidenced
by share certificates, (vii) certain retirement plan
accounts, (viii) forfeiture accounts in connection with
certain retirement plans, (ix) investments in Class B,
Class P, Class R, Class S or Class Y Shares,
(x) certain money market funds (Investor Class of Premier
U.S. Government Money, Premier Tax-Exempt and Premier
Portfolios; all classes of Invesco Money Market Fund; and all
classes of Invesco Tax-Exempt Cash Fund), or (xi) accounts
in Class A shares established pursuant to an advisory fee
program.
Some investments in the Funds are made through accounts that are
maintained by intermediaries (rather than the Funds
transfer agent) and some investments are made indirectly through
products that use the Funds as underlying investments, such as
employee benefit plans, funds of funds, qualified tuition plans,
and variable insurance contracts (these products are generally
referred to as conduit investment vehicles). If shares of the
Funds are held in an account maintained by an intermediary or in
the name of a conduit investment vehicle (and not in the names
of individual investors), the intermediary or conduit investment
vehicle may impose low balance rules which differ from those
described in this prospectus. Please consult your financial
adviser or other financial intermediary for details.
A-8 The
Invesco Funds
Exchanging
Shares
You may, under certain circumstances, exchange shares in one
Fund for those of another Fund. An exchange is the purchase of
shares in one Fund which is paid for with the proceeds from a
redemption of shares of another Fund effectuated on the same
day. Any gain on the transaction may be subject to federal
income tax. Accordingly, the procedures and processes applicable
to redemptions of Fund shares, as discussed under the heading
Redeeming Shares above, will apply. Before
requesting an exchange, review the prospectus of the Fund you
wish to acquire.
All exchanges are subject to the limitations set forth in the
prospectuses of the Funds. If you wish to exchange shares of one
Fund for those of another Fund, you must consult the prospectus
of the Fund whose shares you wish to acquire to determine
whether the Fund is offering shares to new investors and whether
you are eligible to acquire shares of that Fund.
Permitted
Exchanges
Except as otherwise provided herein or in the SAI, you generally
may exchange your shares for shares of the same class of another
Fund. The following below shows permitted exchanges:
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Exchange From
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Exchange To
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Invesco Cash Reserve Shares
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Class A, C, R, Y*, Investor Class
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Class A
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Class A, Y*, Investor Class, Invesco Cash Reserve Shares
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Class A2
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Class A, Y*, Investor Class, Invesco Cash Reserve Shares
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Class A5
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Class A, Y*, Investor Class, Invesco Cash Reserve Shares
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Investor Class
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Class A, Y*, Investor Class
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Class P
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Class A, Invesco Cash Reserve Shares
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Class S
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Class A, S, Invesco Cash Reserve Shares
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Class B
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Class B
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Class B5
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Class B
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Class C
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Class C, Y*
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Class C5
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Class C, Y*
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Class R
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Class R
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Class R5
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Class R
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Class Y
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Class Y
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*
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You may exchange your Invesco Cash Reserve Shares, Class A
shares, Class C shares or Investor Class shares for Class Y
shares of the same Fund if you otherwise qualify to buy that
Funds Class Y shares. Please consult your financial
adviser to discuss the tax implications, if any, of all
exchanges into Class Y shares of the same Fund.
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Exchanges into
Invesco Van Kampen Senior Loan Fund
Invesco Van Kampen Senior Loan Fund is a closed-end fund that
continuously offers its shares pursuant to the terms and
conditions of its prospectus. The Adviser is the investment
adviser for the Invesco Van Kampen Senior Loan Fund. As with the
Invesco Funds, you generally may exchange your shares of
Class A (Invesco Cash Reserve Shares of Invesco Money
Market Fund), Class B or Class C of any Invesco Fund
for shares of Class A, Class B or Class C,
respectively, of Invesco Van Kampen Senior Loan Fund. Please
refer to the prospectus for the Invesco Van Kampen Senior Loan
Fund for more information, including limitations on exchanges
out of Invesco Van Kampen Senior Loan Fund.
Exchanges Not
Permitted
The following exchanges are not permitted:
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Investor Class shares cannot be exchanged for Class A
shares of any Fund which offers Investor Class shares.
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Exchanges into Class A2 shares of Invesco Limited Maturity
Treasury Fund and Invesco Tax-Free Intermediate Fund (also known
as the Category III Funds) are not permitted.
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Class A2 shares of Invesco Limited Maturity Treasury Fund
and Invesco Tax-Free Intermediate Fund cannot be exchanged for
Class A shares of those Funds.
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Invesco Cash Reserve Shares cannot be exchanged for Class C
or R shares if the shares being exchanged were acquired by
exchange from Class A shares of any Fund.
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Invesco Cash Reserve shares, Class A shares, Class C
shares or Investor Class shares of one Fund cannot be exchanged
for Class Y shares of a different Fund.
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All existing systematic exchanges and reallocations will cease
and these options will no longer be available on all 403(b)
prototype plans.
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Exchange
Conditions
The following conditions apply to all exchanges:
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Shares must have been held for at least one day prior to the
exchange with the exception of dividends and distributions that
are reinvested; and
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If you have physical share certificates, you must return them to
the transfer agent in order to effect the exchange.
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Under unusual market conditions, a Fund may delay the exchange
of shares for up to five business days if it determines that it
would be materially disadvantaged by the immediate transfer of
exchange proceeds. The exchange privilege is not an option or
right to purchase shares. Any of the participating Funds or the
distributor may modify or terminate this privilege at any time.
Initial Sales
Charges, CDSCs and 12b-1 Fees on Applicable to
Exchanges
You may be required to pay an initial sales charge when
exchanging from a Fund with a lower initial sales charge than
the one into which you are exchanging. If you exchange into
shares that are subject to a CDSC, we will begin the holding
period for purposes of calculating the CDSC on the date you made
your initial purchase.
In addition, as a result of differences in the forms of
distribution plans and distribution plans and service plans
among the Funds, certain exchanges of Class A shares,
Class B shares, Class C shares, and Class R
shares of a Fund for the same class of shares of another Fund
may result in investors paying a higher or a lower 12b-1 fee on
the Fund being exchanged into. Please refer to the prospectus
fee table and financial highlights table and the statement of
additional information for more information on the fees and
expenses, including applicable 12b-1 fees, of the Fund you wish
to acquire.
Rights
Reserved by the Funds
Each Fund and its agents reserve the right at any time to:
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Reject or cancel all or any part of any purchase or exchange
order.
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Modify any terms or conditions related to the purchase,
redemption or exchange of shares of any Fund.
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Reject or cancel any request to establish a Systematic Purchase
Plan, Systematic Redemption Plan or Portfolio Rebalancing
Program.
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Suspend, change or withdraw all or any part of the offering made
by this prospectus.
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Excessive
Short-Term Trading Activity (Market Timing)
Disclosures
While the Funds provide their shareholders with daily liquidity,
their investment programs are designed to serve long-term
investors and are not designed to accommodate excessive
short-term trading activity in violation of our policies
described below. Excessive short-term trading activity in the
Funds shares (i.e., a purchase of Fund shares followed
shortly thereafter by a redemption of such shares, or vice
versa) may hurt the long-term performance of certain Funds by
requiring them to maintain an excessive amount of cash or to
liquidate portfolio holdings at a disadvantageous time, thus
interfering with the efficient management of such Funds by
causing them to incur increased brokerage and
A-9 The
Invesco Funds
administrative costs. Where excessive short-term trading
activity seeks to take advantage of arbitrage opportunities from
stale prices for portfolio securities, the value of Fund shares
held by long-term investors may be diluted. The Boards of
Trustees of the Funds (collectively, the Board) have adopted
policies and procedures designed to discourage excessive or
short-term trading of Fund shares for all Funds except the money
market funds. However, there is the risk that these Funds
policies and procedures will prove ineffective in whole or in
part to detect or prevent excessive or short-term trading. These
Funds may alter their policies at any time without prior notice
to shareholders if the adviser believes the change would be in
the best interests of long-term shareholders.
Invesco and certain of its corporate affiliates (Invesco and
such affiliates, collectively, the Invesco Affiliates) currently
use the following tools designed to discourage excessive
short-term trading in the retail Funds:
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Trade activity monitoring.
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Trading guidelines.
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Purchase blocking.
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The use of fair value pricing consistent with procedures
approved by the Board.
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Each of these tools is described in more detail below. Although
these tools are designed to discourage excessive short-term
trading, you should understand that none of these tools alone
nor all of them taken together eliminate the possibility that
excessive short-term trading activity in the Funds will occur.
Moreover, each of these tools involves judgments that are
inherently subjective. Invesco Affiliates seek to make these
judgments to the best of their abilities in a manner that they
believe is consistent with long-term shareholder interests.
Money Market Funds.
The Board of Invesco Money
Market Fund, Invesco Tax-Exempt Cash Fund, Premier Portfolio,
Premier Tax-Exempt Portfolio and Premier U.S. Government
Money Portfolio (the money market funds) has not adopted any
policies and procedures that would limit frequent purchases and
redemptions of such Funds shares. The Board considered the
risks of not having a specific policy that limits frequent
purchases and redemptions, and determined that those risks were
minimal. Nonetheless, to the extent that a money market fund
must maintain additional cash
and/or
securities with short-term durations in greater amounts than may
otherwise be required or borrow to honor redemption requests,
the money market funds yield could be negatively impacted.
The Board does not believe that it is appropriate to adopt any
such policies and procedures for the money market funds for the
following reasons:
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The money market funds are offered to investors as cash
management vehicles; investors must perceive an investment in
such Funds as an alternative to cash, and must be able to
purchase and redeem shares regularly and frequently.
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One of the advantages of a money market fund as compared to
other investment options is liquidity. Any policy that
diminishes the liquidity of the money market funds will be
detrimental to the continuing operations of such Funds.
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The money market funds portfolio securities are valued on
the basis of amortized cost, and such Funds seek to maintain a
constant net asset value. As a result, there are no price
arbitrage opportunities.
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Because the money market funds seek to maintain a constant net
asset value, investors expect to receive upon redemption the
amount they originally invested in such Funds.
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Trade Activity
Monitoring
Invesco Affiliates monitor selected trades on a daily basis in
an effort to detect excessive short-term trading activities. If,
as a result of this monitoring, Invesco Affiliates believe that
a shareholder has engaged in excessive short-term trading, they
will seek to act in a manner that they believe is consistent
with the best interests of long-term investors, which may
include taking steps such as (i) asking the shareholder to
take action to stop such activities or (ii) refusing to
process future purchases or exchanges related to such activities
in the shareholders accounts other than exchanges into a
money market Fund. Invesco Affiliates will use reasonable
efforts to apply the Funds policies uniformly given the
practical limitations described above.
The ability of Invesco Affiliates to monitor trades that are
made through accounts that are maintained by intermediaries
(rather than the Funds transfer agent) and through conduit
investment vehicles may be limited.
Trading
Guidelines
If a Fund or an Invesco Affiliate determines, in its sole
discretion, that your short-term trading activity is excessive,
the Fund may, in its sole discretion, reject any additional
purchase and exchange orders.
Purchase Blocking
Policy
The Funds (except those listed below) have adopted a policy
under which any shareholder redeeming shares having a value of
$5,000 or more from a Fund on any trading day will be precluded
from investing in that Fund for 30 calendar days after the
redemption transaction date. The policy applies to redemptions
and purchases that are part of exchange transactions. Under the
purchase blocking policy, certain purchases will not be
prevented and certain redemptions will not trigger a purchase
block, such as: purchases and redemptions of shares having a
value of less than $5,000; systematic purchase, redemption and
exchange account options; transfers of shares within the same
Fund; non-discretionary rebalancing in
fund-of-funds;
asset allocation features; fee-based accounts; account
maintenance fees; small balance account fees; plan-level omnibus
retirement plans or employee benefit plans; death and disability
and hardship distributions; loan transactions; transfers of
assets; retirement plan rollovers; IRA conversions and
re-characterizations; and mandatory distributions from
retirement accounts.
The Funds reserve the right to modify any of the parameters
(including those not listed above) of the purchase blocking
policy at any time. Further, the purchase blocking policy may be
waived with respect to specific shareholder accounts in those
instances where Invesco Advisers, Inc. (Invesco)
determines that its surveillance procedures are adequate to
detect frequent trading in Fund shares.
To the extent that certain systems or intermediaries (such as
investment dealers holding shareholder accounts in street name,
retirement plan record keepers, insurance company separate
accounts and bank trust companies) are unable to apply the
purchase blocking policy, Invesco will work with those system
providers or intermediaries to apply their own procedures,
provided that Invesco believes the procedures are reasonably
designed to enforce the frequent trading policies of the Funds.
You should refer to disclosures provided by the intermediaries
with which you have an account to determine the specific trading
restrictions that apply to you. If Invesco identifies any
activity that may constitute frequent trading, it reserves the
right to contact the intermediary and request that the
intermediary either provide information regarding an account
owners transactions or restrict the account owners
trading. There is no guarantee that all instances of frequent
trading in fund shares will be prevented.
The purchase blocking policy does not apply to Invesco Money
Market Fund, Invesco Tax-Exempt Cash Fund, Premier Portfolio,
Premier Tax-Exempt Portfolio and Premier U.S. Government
Money Portfolio.
Fair Value
Pricing
Securities owned by a Fund are to be valued at current market
value if market quotations are readily available. All other
securities and assets of a Fund for which market quotations are
not readily available are to be valued at fair value determined
in good faith using procedures approved by the Board. An effect
of fair value pricing may be to reduce the ability of frequent
traders to take advantage of arbitrage opportunities resulting
from potentially stale prices of portfolio holdings.
However, it cannot eliminate the possibility of frequent trading.
A-10 The
Invesco Funds
Pricing
of Shares
Determination of
Net Asset Value
The price of each Funds shares is the Funds net
asset value per share. The Funds value portfolio securities for
which market quotations are readily available at market value.
The Funds value all other securities and assets for which market
quotations are unavailable or unreliable at their fair value in
good faith using procedures approved by the Board. The Board has
delegated the daily determination of good faith fair value
methodologies to Invescos Valuation Committee, which acts
in accordance with Board approved policies. On a quarterly
basis, Invesco provides the Board various reports indicating the
quality and effectiveness of its fair value decisions on
portfolio holdings. Securities and other assets quoted in
foreign currencies are valued in U.S. dollars based on the
prevailing exchange rates on that day.
Even when market quotations are available, they may be stale or
unreliable because the security is not traded frequently,
trading on the security ceased before the close of the trading
market or issuer specific events occurred after the security
ceased trading or because of the passage of time between the
close of the market on which the security trades and the close
of the NYSE and when the Fund calculates its net asset value.
Issuer specific events may cause the last market quotation to be
unreliable. Such events may include a merger or insolvency,
events which affect a geographical area or an industry segment,
such as political events or natural disasters, or market events,
such as a significant movement in the U.S. market. Where
market quotations are not readily available, including where
Invesco determines that the closing price of the security is
unreliable, Invesco will value the security at fair value in
good faith using procedures approved by the Board. Fair value
pricing may reduce the ability of frequent traders to take
advantage of arbitrage opportunities resulting from potentially
stale prices of portfolio holdings. However, it
cannot eliminate the possibility of frequent trading.
Fair value is that amount that the owner might reasonably expect
to receive for the security upon its current sale. Fair value
requires consideration of all appropriate factors, including
indications of fair value available from pricing services. A
fair value price is an estimated price and may vary from the
prices used by other mutual funds to calculate their net asset
values.
Invesco may use indications of fair value from pricing services
approved by the Board. In other circumstances, the Invesco
Valuation Committee may fair value securities in good faith
using procedures approved by the Board. As a means of evaluating
its fair value process, Invesco routinely compares closing
market prices, the next days opening prices for the
security in its primary market if available, and indications of
fair value from other sources. Fair value pricing methods and
pricing services can change from time to time as approved by the
Board.
Specific types of securities are valued as follows:
Senior Secured Floating Rate Loans and Senior Secured
Floating Rate Debt Securities.
Senior secured floating rate
loans and senior secured floating rate debt securities are fair
valued using evaluated quotes provided by an independent pricing
service. Evaluated quotes provided by the pricing service may
reflect appropriate factors such as market quotes, ratings,
tranche type, industry, company performance, spread, individual
trading characteristics, institution-size trading in similar
groups of securities and other market data.
Domestic Exchange Traded Equity Securities.
Market
quotations are generally available and reliable for domestic
exchange traded equity securities. If market quotations are not
available or are unreliable, Invesco will value the security at
fair value in good faith using procedures approved by the Board.
Foreign Securities.
If market quotations are
available and reliable for foreign exchange traded equity
securities, the securities will be valued at the market
quotations. Because trading hours for certain foreign securities
end before the close of the NYSE, closing market quotations may
become unreliable. If between the time trading ends on a
particular security and the close of the customary trading
session on the NYSE events occur that are significant and may
make the closing price unreliable, the Fund may fair value the
security. If an issuer specific event has occurred that Invesco
determines, in its judgment, is likely to have affected the
closing price of a foreign security, it will price the security
at fair value. Invesco also relies on a screening process from a
pricing vendor to indicate the degree of certainty, based on
historical data, that the closing price in the principal market
where a foreign security trades is not the current market value
as of the close of the NYSE. For foreign securities where
Invesco believes, at the approved degree of certainty, that the
price is not reflective of current market value, Invesco will
use the indication of fair value from the pricing service to
determine the fair value of the security. The pricing vendor,
pricing methodology or degree of certainty may change from time
to time.
Fund securities primarily traded on foreign markets may trade on
days that are not business days of the Fund. Because the net
asset value of Fund shares is determined only on business days
of the Fund, the value of the portfolio securities of a Fund
that invests in foreign securities may change on days when you
will not be able to purchase or redeem shares of the Fund.
Fixed Income Securities.
Government, corporate,
asset-backed and municipal bonds, convertible securities,
including high yield or junk bonds, and loans, normally are
valued on the basis of prices provided by independent pricing
services. Prices provided by the pricing services may be
determined without exclusive reliance on quoted prices, and may
reflect appropriate factors such as institution-size trading in
similar groups of securities, developments related to special
securities, dividend rate, maturity and other market data.
Prices received from pricing services are fair value prices. In
addition, if the price provided by the pricing service and
independent quoted prices are unreliable, the Invesco valuation
committee will fair value the security using procedures approved
by the Board.
Short-term Securities.
Invesco Money Market Fund,
Invesco Tax-Exempt Cash Fund, Premier Portfolio, Premier
Tax-Exempt Portfolio and Premier U.S. Government Money
Portfolio value all their securities at amortized cost. Invesco
Municipal Bond Fund and Invesco Tax-Free Intermediate Fund value
variable rate securities that have an unconditional demand or
put feature exercisable within seven days or less at par, which
reflects the market value of such securities.
Futures and Options.
Futures contracts are valued at
the final settlement price set by the exchange on which they are
principally traded. Options are valued on the basis of market
quotations, if available.
Swap Agreements.
Swap Agreements are fair valued
using an evaluated quote provided by an independent pricing
service. Evaluated quotes provided by the pricing service are
based on a model that may include end of day net present values,
spreads, ratings, industry and company performance.
Open-end Funds.
To the extent a Fund invests in
other open-end Funds, other than open-end Funds that are
exchange traded, the investing Fund will calculate its net asset
value using the net asset value of the underlying fund in which
it invests, and the prospectuses for such open-end Funds explain
the circumstances under which they will use fair value pricing
and the effects of using fair value pricing.
Each Fund, except for Premier Portfolio, Premier Tax-Exempt
Portfolio and Premier U.S. Government Money Portfolio,
determines the net asset value of its shares on each day the
NYSE is open for business (a business day), as of the close of
the customary trading session, or earlier NYSE closing time that
day. Premier Portfolio, Premier Tax-Exempt Portfolio and Premier
U.S. Government Money Portfolio open for business at
8:00 a.m. Eastern Time. Premier Portfolio and Premier
U.S. Government Money Portfolio will generally determine
the net asset value of their shares at 5:30 p.m. Eastern
Time. Premier Tax-Exempt Portfolio will generally determine the
net asset value of its shares at 4:30 p.m. Eastern Time.
Premier Portfolio, Premier Tax-Exempt Portfolio and Premier
U.S. Government Money Portfolio are authorized not to open
for trading
A-11 The
Invesco Funds
on a day that is otherwise a business day if the Federal Reserve
Bank of New York and The Bank of New York Mellon, the
Funds custodian, are not open for business or the
Securities Industry and Financial Markets Association (SIFMA)
recommends that government securities dealers not open for
trading and any such day will not be considered a business day.
Premier Portfolio, Premier Tax-Exempt Portfolio and Premier
U.S. Government Money Portfolio also may close early on a
business day if SIFMA recommends that government securities
dealers close early. If Premier Portfolio, Premier Tax-Exempt
Portfolio or Premier U.S. Government Money Portfolio uses
its discretion to close early on a business day, the Fund will
calculate its net asset value as of the time of such closing.
From time to time and in circumstances deemed appropriate by
Invesco in its sole discretion, each of Premier Portfolio,
Premier Tax-Exempt Portfolio and Premier U.S. Government
Money Portfolio may remain open for business, during customary
business day hours, on a day that the NYSE is closed for
business. In such event, on such day you will be permitted to
purchase or redeem shares of such Funds and net asset values
will be calculated for such Funds.
For financial reporting purposes and shareholder transactions on
the last day of the fiscal quarter, transactions are normally
accounted for on a trade date basis. For purposes of executing
shareholder transactions in the normal course of business (other
than shareholder transactions at a fiscal period-end), each
Funds portfolio securities transactions are recorded no
later than the first business day following the trade date.
The Invesco Balanced-Risk Allocation Fund and Invesco
Balanced-Risk Commodity Strategy Fund may each invest up to 25%
of their total assets in shares of their respective subsidiaries
(the Subsidiaries). The Subsidiaries offer to redeem all or a
portion of their shares at the current net asset value per share
every regular business day. The value of shares of the
Subsidiaries will fluctuate with the value of the respective
Subsidiarys portfolio investments. The Subsidiaries price
their portfolio investments pursuant to the same pricing and
valuation methodologies and procedures used by the Funds, which
require, among other things, that each of the Subsidiaries
portfolio investments be
marked-to-market
(that is, the value on each of the Subsidiaries books
changes) each business day to reflect changes in the market
value of the investment.
Timing of
Orders
For Funds other than Premier Portfolio, Premier Tax-Exempt
Portfolio and Premier U.S. Government Money Portfolio, you
can purchase or redeem shares on each business day prior to the
close of the customary trading session or any earlier NYSE
closing time that day. For Funds other than Premier Portfolio,
Premier Tax-Exempt Portfolio and Premier U.S. Government
Money Portfolio, purchase orders that are received and accepted
before the close of the customary trading session or any earlier
NYSE closing time on a business day generally are processed that
day and settled on the next business day.
For Premier Portfolio, Premier Tax-Exempt Portfolio and Premier
U.S. Government Money Portfolio, you can purchase or redeem
shares on each business day, prior to the Funds net asset
value determination on such business day; however, if your order
is received and accepted after the close of the customary
trading session or any earlier NYSE closing time that day, your
order generally will be processed on the next business day and
settled on the second business day following the receipt and
acceptance of your order.
For all Funds, you can exchange shares on each business day,
prior to the close of the customary trading session or any
earlier NYSE closing time that day. Shareholders of Premier
Portfolio, Premier Tax-Exempt Portfolio and Premier
U.S. Government Money Portfolio therefore cannot exchange
their shares after the close of the customary trading session or
any earlier NYSE closing time on a particular day, even though
these Funds remain open after such closing time.
The Funds price purchase, exchange and redemption orders at the
net asset value calculated after the transfer agent receives an
order in good order. Any applicable sales charges are applied at
the time an order is processed. A Fund may postpone the right of
redemption only under unusual circumstances, as allowed by the
Securities and Exchange Commission, such as when the NYSE
restricts or suspends trading.
Taxes
A Fund intends to qualify each year as a regulated investment
company and, as such, is not subject to entity-level tax on the
income and gain it distributes to shareholders. If you are a
taxable investor, dividends and distributions you receive from a
Fund generally are taxable to you whether you reinvest
distributions in additional Fund shares or take them in cash.
Every year, you will be sent information showing the amount of
dividends and distributions you received from a Fund during the
prior calendar year. In addition, investors in taxable accounts
should be aware of the following basic tax points as
supplemented below where relevant:
Fund Tax
Basics
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|
n
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A Fund earns income generally in the form of dividends or
interest on its investments. This income, less expenses incurred
in the operation of a Fund, constitutes the Funds net
investment income from which dividends may be paid to you. If
you are a taxable investor, distributions of net investment
income generally are taxable to you as ordinary income.
|
n
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Distributions of net short-term capital gains are taxable to you
as ordinary income. A Fund with a high portfolio turnover rate
(a measure of how frequently assets within a Fund are bought and
sold) is more likely to generate short-term capital gains than a
Fund with a low portfolio turnover rate.
|
n
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Distributions of net long-term capital gains are taxable to you
as long-term capital gains no matter how long you have owned
your Fund shares.
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n
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If you are an individual and meet certain holding period
requirements, a portion of income dividends paid to you by a
Fund may be designated as qualified dividend income eligible for
taxation at long-term capital gain rates. These reduced rates
generally are available (through 2012) for dividends
derived from a Funds investment in stocks of domestic
corporations and qualified foreign corporations. In the case of
a Fund that invests primarily in debt securities, either none or
only a nominal portion of the dividends paid by the Fund will be
eligible for taxation at these reduced rates.
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n
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Distributions declared to shareholders with a record date in
Decemberif paid to you by the end of Januaryare
taxable for federal income tax purposes as if received in
December.
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n
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Any long-term or short-term capital gains realized on sale or
redemption of your Fund shares will be subject to federal income
tax. For tax purposes an exchange of your shares for shares of
another Fund is the same as a sale. Your gain or loss is
calculated by subtracting from the gross proceeds your cost
basis. Gross proceeds and, for shares acquired on or after
January 1, 2012 and disposed of after that date, cost basis
will be reported to you and the Internal Revenue Service (IRS).
Cost basis will be calculated using the Funds default
method of average cost, unless you instruct the Fund to use a
different calculation method. As a service to you, the Fund will
continue to provide to you (but not the IRS) cost basis
information for shares acquired before 2012, when available,
using the average cost method. Shareholders should carefully
review the cost basis information provided by a Fund and make
any additional basis, holding period or other adjustments that
are required when reporting these amounts on their federal
income tax returns. If you hold your Fund shares through a
broker (or other nominee), please contact that broker (nominee)
with respect to reporting of cost basis and available elections
for your account. For more information about the cost basis
methods offered by Invesco, please refer to the Tax Center
located under the Accounts & Services menu of our
website at www.Invesco.com/us.
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n
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At the time you purchase your Fund shares, the Funds net
asset value may reflect undistributed income, undistributed
capital gains, or net
|
A-12 The
Invesco Funds
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unrealized appreciation in value of portfolio securities held by
the Fund. A subsequent distribution to you of such amounts,
although constituting a return of your investment, would be
taxable. This is sometimes referred to as buying a
dividend.
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n
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By law, if you do not provide a Fund with your proper taxpayer
identification number and certain required certifications, you
may be subject to backup withholding on any distributions of
income, capital gains, or proceeds from the sale of your shares.
A Fund also must withhold if the IRS instructs it to do so. When
withholding is required, the amount will be 28% of any
distributions or proceeds paid (for distributions and proceeds
paid after December 31, 2012, the rate is scheduled to rise to
31% unless the 28% rate is extended or made permanent).
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n
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You will not be required to include the portion of dividends
paid by the Fund derived from interest on U.S. government
obligations in your gross income for purposes of personal and,
in some cases, corporate income taxes in many state and local
tax jurisdictions. The percentage of dividends that constitutes
dividends derived from interest on federal obligations will be
determined annually. This percentage may differ from the actual
percentage of interest received by the Fund on federal
obligations for the particular days on which you hold shares.
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n
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For taxable years beginning after December 31, 2012, an
additional 3.8% Medicare tax will be imposed on certain net
investment income (including ordinary dividends and capital gain
distributions received from a Fund and net gains from
redemptions or other taxable dispositions of Fund shares) of
U.S. individuals, estates and trusts to the extent that such
persons modified adjusted gross income (in the
case of an individual) or adjusted gross income (in
the case of an estate or trust) exceeds a threshold amount.
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n
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Fund distributions and gains from sale or exchange of your Fund
shares generally are subject to state and local income taxes.
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n
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If a Fund qualifies to pass through to you the tax benefits from
foreign taxes it pays on its investments, and elects to do so,
then any foreign taxes it pays on these investments may be
passed through to you as a foreign tax credit. You will then be
required to include your pro-rata share of these taxes in gross
income, even though not actually received by you, and will be
entitled either to deduct your share of these taxes in computing
your taxable income, or to claim a foreign tax credit for these
taxes against your U.S. federal income tax.
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n
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Foreign investors should be aware that U.S. withholding,
special certification requirements to avoid U.S. backup
withholding and claim any treaty benefits and estate taxes may
apply to an investment in a Fund.
|
The above discussion concerning the taxability of Fund dividends
and distributions and of redemptions and exchanges of Fund
shares is inapplicable to investors that generally are exempt
from federal income tax, such as retirement plans that are
qualified under Section 401 and 403 of the Code and
individual retirement accounts (IRAs) and Roth IRAs.
Tax-Exempt and
Municipal Funds
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n
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You will not be required to include the
exempt-interest portion of dividends paid by the
Fund in your gross income for federal income tax purposes. You
will be required to report the receipt of exempt-interest
dividends and other tax-exempt interest on your federal income
tax returns. The percentage of dividends that constitutes
exempt-interest dividends will be determined annually. This
percentage may differ from the actual percentage of exempt
interest received by the Fund for the particular days in which
you hold shares.
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n
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A Fund may invest in municipal securities the interest on which
constitutes an item of tax preference and could give rise to a
federal alternative minimum tax liability for you, unless such
municipal securities were issued in 2009 or 2010.
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n
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Exempt-interest dividends from interest earned on municipal
securities of a state, or its political subdivisions, generally
are exempt from that states personal income tax. Most
states, however, do not grant tax-free treatment to interest
from municipal securities of other states.
|
n
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A Fund may invest a portion of its assets in securities that pay
income that is not tax-exempt. To the extent that dividends paid
by a Fund are derived from taxable investments or realized
capital gains, they will be taxable as ordinary income or
long-term capital gains.
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n
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A Fund may distribute to you any market discount and net
short-term capital gains from the sale of its portfolio
securities. If you are a taxable investor, Fund distributions
from this income are taxable to you as ordinary income, and
generally will neither qualify for the dividends received
deduction in the case of corporate shareholders nor as qualified
dividend income subject to reduced rates of taxation in the case
of noncorporate shareholders.
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n
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Exempt-interest dividends from a Fund are taken into account
when determining the taxable portion of your social security or
railroad retirement benefits, may be subject to state and local
income taxes, may affect the deductibility of interest on
certain indebtedness, and may have other collateral federal
income tax consequences for you.
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n
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There are risks that: (a) a security issued as tax-exempt
may be reclassified by the IRS or a state tax authority as
taxable
and/or
(b) future legislative, administrative or court actions
could adversely impact the qualification of income from a
tax-exempt security as tax-free. Such reclassifications or
actions could cause interest from a security to become taxable,
possibly retroactively, subjecting you to increased tax
liability. In addition, such reclassifications or actions could
cause the value of a security, and therefore, the value of the
Funds shares, to decline.
|
Money Market
Funds
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n
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A Fund does not anticipate realizing any long-term capital gains.
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n
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Because a Fund expects to maintain a stable net asset value of
$1.00 per share, investors should not have any gain or loss on
sale or exchange of Fund shares.
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Real Estate
Funds
|
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n
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Because of noncash expenses such as property
depreciation, the cash flow of a REIT that owns properties will
exceed its taxable income. The REIT, and in turn a Fund, may
distribute this excess cash to shareholders. Such a distribution
is classified as a return of capital. Return-of capital
distributions generally are not taxable to you. Your cost basis
in your Fund shares will be decreased by the amount of any
return of capital. Any return of capital distributions in excess
of your cost basis will be treated as capital gains.
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n
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Dividends paid to shareholders from the Funds investments
in U.S. REITs generally will not qualify for taxation at
long-term capital gain rates applicable to qualified dividend
income.
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n
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The Fund may derive excess inclusion income from
certain equity interests in mortgage pooling vehicles either
directly or through an investment in a U.S. REIT. Please
see the SAI for a discussion of the risks and special tax
consequences to shareholders in the event the Fund realizes
excess inclusion income in excess of certain threshold amounts.
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n
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The Funds foreign shareholders should see the SAI for a
discussion of the risks and special tax consequences to them
from a sale of a U.S. real property interest by a REIT in which
the Fund invests.
|
Invesco
Balanced-Risk Allocation Fund and Invesco Balanced-Risk
Commodity Strategy Fund
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n
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The Funds strategies of investing in derivatives and
financially-linked instruments whose performance is expected to
correspond to the fixed income, equity and commodity markets may
cause the Funds to recognize more ordinary income and short-term
capital gains taxable as ordinary income than would be the case
if the Funds invested directly in debt instruments, stocks and
commodities.
|
A-13 The
Invesco Funds
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n
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The Funds must meet certain requirements under the Code for
favorable tax treatment as a regulated investment company,
including asset diversification and income requirements. The
Funds intend to treat the income each derives from
commodity-linked notes and their respective Subsidiary as
qualifying income. If, contrary to a number of private letter
rulings (PLRs) issued by the IRS, the IRS were to determine such
income is non qualifying, a Fund might fail to satisfy the
income requirement. In lieu of disqualification, the Funds are
permitted to pay a tax for certain failures to satisfy the asset
diversification or income requirements, which, in general, are
limited to those due to reasonable cause and not willful neglect
for taxable years of the Fund with respect to which the extended
due date of the return is after December 22, 2010. The
Funds intend to limit their investments in their respective
Subsidiary to no more than 25% of the value of each Funds
total assets in order to satisfy the asset diversification
requirement.
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n
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The Invesco Balanced-Risk Allocation Fund and the Invesco
Balanced-Risk Commodity Strategy Fund each have received a PLR
from the IRS holding that income from a form of commodity-linked
note is qualifying income. The Invesco Balanced-Risk Allocation
Fund also has received a PLR from the IRS confirming that income
derived by the Fund from its Subsidiary is qualifying income.
The Invesco Balanced-Risk Commodity Strategy Fund has applied to
the IRS for a PLR relating to its Subsidiary. However, the IRS
has suspended issuance of any further PLRs pending a review of
its position.
|
Invesco Emerging
Market Local Currency Debt Fund
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n
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The Fund may realize gains from the sale or other disposition of
foreign currencies (including but not limited to gains from
options, futures or forward contracts) derived from investing in
securities or foreign currencies. The U.S. Treasury Department
is authorized to issue regulations on whether the realization of
such foreign currency gains is qualified income for the Fund. If
such regulations are issued, the Fund may not qualify as a
regulated investment company and/or the Fund may change its
investment policy. As of the date of this prospectus, no
regulations have been issued pursuant to this authorization. It
is possible, however, that such regulations may be issued in the
future. Additionally, the IRS has not issued any guidance on how
to apply the asset diversification test to such foreign currency
positions. Thus, the IRS determination as to how to treat
such foreign currency positions for purposes of satisfying the
asset diversification test might differ from that of the Fund,
resulting in the Funds failure to qualify as a regulated
investment company. In lieu of disqualification, the Fund is
permitted to pay a tax for certain failures to satisfy the asset
diversification or income requirements, which, in general, are
limited to those due to reasonable cause and not willful neglect
for taxable years of the Fund with respect to which the extended
due date of the return is after December 22, 2010.
|
This discussion of Taxes is for general
information only and not tax advice. All investors should
consult their own tax advisers as to the federal, state, local
and foreign tax provisions applicable to them.
Payments
to Financial Intermediaries
The financial adviser or intermediary through which you purchase
your shares may receive all or a portion of the sales charges
and distribution fees discussed above. In addition to those
payments, Invesco Distributors and other Invesco Affiliates, may
make additional cash payments to financial intermediaries in
connection with the promotion and sale of shares of the Funds.
These additional cash payments may include cash payments and
other payments for certain marketing and support services.
Invesco Affiliates make these payments from their own resources,
from Invesco Distributors retention of initial sales
charges and from payments to Invesco Distributors made by the
Funds under their
12b-1
plans.
In the context of this prospectus, financial
intermediaries include any broker, dealer, bank (including
bank trust departments), registered investment adviser,
financial planner, retirement plan administrator, insurance
company and any other financial intermediary having a selling,
administration or similar agreement with Invesco Affiliates.
Invesco Affiliates make payments as incentives to certain
financial intermediaries to promote and sell shares of the
Funds. The benefits Invesco Affiliates receive when they make
these payments include, among other things, placing the Funds on
the financial intermediarys funds sales system, and access
(in some cases on a preferential basis over other competitors)
to individual members of the financial intermediarys sales
force or to the financial intermediarys management. These
payments are sometimes referred to as shelf space
payments because the payments compensate the financial
intermediary for including the Funds in its fund sales system
(on its sales shelf). Invesco Affiliates compensate
financial intermediaries differently depending typically on the
level
and/or
type of considerations provided by the financial intermediary.
The payments Invesco Affiliates make may be calculated based on
sales of shares of the Funds (Sales-Based Payments), in which
case the total amount of such payments shall not exceed 0.25% of
the public offering price of all shares sold by the financial
intermediary during the particular period. Payments may also be
calculated based on the average daily net assets of the
applicable Funds attributable to that particular financial
intermediary (Asset-Based Payments), in which case the total
amount of such cash payments shall not exceed 0.25% per annum of
those assets during a defined period. Sales-Based Payments
primarily create incentives to make new sales of shares of the
Funds and Asset-Based Payments primarily create incentives to
retain previously sold shares of the Funds in investor accounts.
Invesco Affiliates may pay a financial intermediary either or
both Sales-Based Payments and Asset-Based Payments.
Invesco Affiliates are motivated to make these payments as they
promote the sale of Fund shares and the retention of those
investments by clients of financial intermediary. To the extent
financial intermediaries sell more shares of the Funds or retain
shares of the Funds in their clients accounts, Invesco
Affiliates benefit from the incremental management and other
fees paid to Invesco Affiliates by the Funds with respect to
those assets.
Invesco Affiliates also may make payments to certain financial
intermediaries for certain administrative services, including
record keeping and
sub-accounting
of shareholder accounts pursuant to a
sub-transfer
agency, omnibus account service or
sub-accounting
agreement. All fees payable by Invesco Affiliates under this
category of services are charged back to the Funds, subject to
certain limitations approved by the Board.
You can find further details in the Funds SAI about these
payments and the services provided by financial intermediaries.
In certain cases these payments could be significant to the
financial intermediary. Your financial adviser may charge you
additional fees or commissions other than those disclosed in
this prospectus. You can ask your financial adviser about any
payments it receives from Invesco Affiliates or the Funds, as
well as about fees
and/or
commissions it charges.
Important
Notice Regarding Delivery of Security Holder Documents
To reduce Fund expenses, only one copy of most shareholder
documents may be mailed to shareholders with multiple accounts
at the same address (Householding). Mailing of your shareholder
documents may be householded indefinitely unless you instruct us
otherwise. If you do not want the mailing of these documents to
be combined with those for other members of your household,
please contact Invesco Investment Services, Inc. at
800-959-4246
or contact your financial institution. We will begin sending you
individual copies for each account within thirty days after
receiving your request.
A-14 The
Invesco Funds
Obtaining
Additional Information
More information may be obtained free of charge upon request.
The SAI, a current version of which is on file with the SEC,
contains more details about the Fund and is incorporated by
reference into this prospectus (is legally a part of this
prospectus). Annual and
semi-annual
reports to shareholders contain additional information about the
Funds investments. The Funds annual report also
discusses the market conditions and investment strategies that
significantly affected the Funds performance during its
last fiscal year. The Fund will also file its complete schedule
of portfolio holdings with the SEC for the 1st and 3rd quarters
of each fiscal year on
Form N-Q.
If you have questions about an Invesco Fund or your account, or
you wish to obtain a free copy of the Funds current SAI,
annual or
semi-annual
reports or
Form N-Q,
please contact us.
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By Mail:
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Invesco Investment Services, Inc.
P.O. Box 219078
Kansas City, MO
64121-9078
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By Telephone:
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(800) 959-4246
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On the Internet:
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You can send us a request by
e-mail
or
download prospectuses, SAIs, annual or
semi-annual
reports via our Web site:
www.invesco.com/us
|
You can also review and obtain copies of the Funds SAIs,
annual or
semi-annual
reports,
Forms N-Q
and other information at the SECs Public Reference Room in
Washington, DC; on the EDGAR database on the SECs Web site
(http://www.sec.gov); or, after paying a duplicating fee, by
sending a letter to the SECs Public Reference Section,
Washington, DC
20549-1520
or by sending an electronic mail request to publicinfo@sec.gov.
Please call the SEC at 1-202-551-8090 for information about the
Public Reference Room.
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Invesco Van Kampen New York Tax Free Income Fund
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SEC 1940 Act file
number: 811-07890
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invesco.com/us
VK-NYTFI-PRO-1
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Statement of Additional Information
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June 28, 2012
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AIM Tax-Exempt Funds (Invesco Tax-Exempt Funds)
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This Statement of Additional Information (the SAI) relates to each portfolio
(each a Fund, collectively the Funds) of AIM Tax-Exempt Funds (Invesco Tax-Exempt
Funds) (the Trust). Each Fund offers separate classes of shares as follows:
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Class:
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A
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A2
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Y
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Investor
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Institutional
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Invesco Tax-Exempt Cash Fund
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ACSXX
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N/A
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TEIXX
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N/A
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Invesco Tax-Free Intermediate Fund
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ATFAX
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AITFX
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ATFYX
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N/A
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ATFIX
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Statement of Additional Information
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June 28, 2012
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AIM Tax-Exempt Funds (Invesco Tax-Exempt Funds)
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This SAI is not a Prospectus, and it should be read in conjunction with the
Prospectuses for the Funds listed below. Portions of each Funds financial
statements are incorporated into this SAI by reference to such Funds most recent
Annual Report to shareholders. You may obtain, without charge, a copy of any
Prospectus and/or Annual Report for any Fund listed below from an authorized dealer
or by writing to:
Invesco Investment Services, Inc.
P.O. Box 219078
Kansas City, MO 64121-9078
or by calling (800) 959-4246
or on the Internet: www.invesco.com/us
This SAI, dated June 28, 2012, relates to the Class A, Class A2, Class Y and
Investor Class (collectively, the Retail Classes), and Institutional Class shares,
as applicable, of the following Prospectuses:
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Retail Classes
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Institutional Class
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Invesco Tax-Exempt Cash Fund
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June 28, 2012
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N/A
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Invesco Tax-Free Intermediate Fund
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June 28, 2012
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June 28, 2012
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The Trust has established other funds which are offered by separate prospectuses and a separate
SAI.
AIM Tax-Exempt Funds (Invesco Tax-Exempt Funds)
Statement of Additional Information
Table of Contents
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GENERAL INFORMATION ABOUT THE TRUST
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1
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Fund History
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1
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Shares of Beneficial Interest
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1
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DESCRIPTION OF THE FUNDS AND THEIR INVESTMENTS AND RISKS
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3
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Classification
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3
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Investment Strategies and Risks
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3
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Exchange-Traded Funds
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3
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Debt Investments
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4
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Other Investments
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16
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Investment Techniques
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18
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Fund Policies
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31
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Portfolio Turnover
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34
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Policies and Procedures for Disclosure of Fund Holdings
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34
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MANAGEMENT OF THE TRUST
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37
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Board of Trustees
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37
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Management Information
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43
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Trustee Ownership of Fund Shares
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48
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Compensation
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48
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Retirement Plan For Trustees.
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48
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Deferred Compensation Agreements
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50
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Code of Ethics
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50
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Proxy Voting Policies
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51
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CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES
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51
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INVESTMENT ADVISORY AND OTHER SERVICES
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51
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Investment Adviser
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51
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Investment Sub-Advisers
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53
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Portfolio Managers
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53
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Securities Lending Arrangements
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54
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Service Agreements
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54
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Other Service Providers
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54
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BROKERAGE ALLOCATION AND OTHER PRACTICES
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55
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Brokerage Transactions
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55
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Commissions
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57
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Broker Selection
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57
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Directed Brokerage (Research Services)
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60
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Affiliated Transactions
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60
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Regular Brokers
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60
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Allocation of Portfolio Transactions
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60
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i
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|
|
|
|
Allocation of Initial Public Offering (IPO) Transactions
|
|
|
61
|
|
PURCHASE, REDEMPTION AND PRICING OF SHARES
|
|
|
61
|
|
DIVIDENDS, DISTRIBUTIONS AND TAX MATTERS
|
|
|
61
|
|
Dividends and Distributions
|
|
|
61
|
|
Tax Matters
|
|
|
62
|
|
DISTRIBUTION OF SECURITIES
|
|
|
78
|
|
Distributor
|
|
|
78
|
|
Distribution Plans
|
|
|
80
|
|
FINANCIAL STATEMENTS
|
|
|
82
|
|
PENDING LITIGATION
|
|
|
82
|
|
|
|
|
|
|
APPENDICIES:
|
|
|
|
|
|
|
|
|
|
RATINGS OF DEBT SECURITIES
|
|
|
A-1
|
|
PERSONS
TO WHOM INVESCO PROVIDES NON-PUBLIC PORTFOLIO HOLDINGS ON AN ONGOING BASIS
|
|
|
B-1
|
|
TRUSTEES AND OFFICERS
|
|
|
C-1
|
|
TRUSTEE COMPENSATION TABLE
|
|
|
D-1
|
|
PROXY POLICIES AND PROCEDURES
|
|
|
E-1
|
|
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES
|
|
|
F-1
|
|
MANAGEMENT FEES
|
|
|
G-1
|
|
PORTFOLIO MANAGERS
|
|
|
H-1
|
|
ADMINISTRATIVE SERVICES FEES
|
|
|
I-1
|
|
BROKERAGE COMMISSIONS
|
|
|
J-1
|
|
DIRECTED BROKERAGE (RESEARCH SERVICES) AND PURCHASES OF SECURITIES OF
REGULAR BROKERS OR DEALERS
|
|
|
K-1
|
|
PURCHASE, REDEMPTION AND PRICING OF SHARES
|
|
|
L-1
|
|
AMOUNTS PAID TO INVESCO DISTRIBUTORS, INC. PURSUANT TO DISTRIBUTION
PLANS
|
|
|
M-1
|
|
ALLOCATION OF ACTUAL FEES PAID PURSUANT TO DISTRIBUTION PLANS
|
|
|
N-1
|
|
TOTAL SALES CHARGES
|
|
|
O-1
|
|
ii
GENERAL INFORMATION ABOUT THE TRUST
Fund History
AIM Tax-Exempt Funds (Invesco Tax-Exempt Funds) (the Trust) is a Delaware statutory trust
registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end
series management investment company. The Trust was originally organized as a Maryland corporation
on May 3, 1993 and re-organized as a Delaware statutory trust on June 1, 2000. Under the Trusts
Agreement and Declaration of Trust, as amended, (the Trust Agreement), the Board of Trustees of the
Trust (the Board) is authorized to create new series of shares without the necessity of a vote of
shareholders of the Trust.
Prior to April 30, 2010, the Trust was known as AIM Tax-Exempt Funds and the Funds were known
as AIM Tax-Exempt Cash Fund and AIM Tax-Free Intermediate Fund.
Shares of Beneficial Interest
Shares of beneficial interest of the Trust are redeemable at their net asset value at the
option of the shareholder or at the option of the Trust in certain circumstances, subject in
certain circumstances to a contingent deferred sales charge.
The Trust allocates moneys and other property it receives from the issue or sale of shares of
each of its series of shares, and all income, earnings and profits from such issuance and sales,
subject only to the rights of creditors, to the appropriate Fund. These assets constitute the
underlying assets of each Fund, are segregated on the Trusts books of account, and are charged
with the expenses of such Fund and its respective classes. The Trust allocates any general
expenses of the Trust not readily identifiable as belonging to a particular Fund subject to
oversight by the Board, primarily on the basis of relative net assets, or other relevant factors.
Each share of each Fund represents an equal proportionate interest in that Fund with each
other share and is entitled to such dividends and distributions out of the income belonging to such
Fund as are declared by the Board.
Each class of shares represents an interest in the same portfolio of investments. Differing
sales charges and expenses will result in differing net asset values and dividends and
distributions. Upon any liquidation of the Trust, shareholders of each class are entitled to share
pro rata in the net assets belonging to the applicable Fund allocable to such class available for
distribution after satisfaction of outstanding liabilities of the Fund allocable to such class.
The Trust is not required to hold annual or regular meetings of shareholders. Meetings of
shareholders of a Fund or class will be held from time to time to consider matters requiring a vote
of such shareholders in accordance with the requirements of the 1940 Act, state law or the
provisions of the Trust Agreement. It is not expected that shareholder meetings will be held
annually.
Each share of a Fund generally has the same voting, dividend, liquidation and other rights;
however, each class of shares of a Fund is subject to different sales loads, conversion features,
exchange privileges and class-specific expenses. Only shareholders of a specific class may vote on
matters relating to that classs distribution plan.
Because Class B shares automatically convert to Class A on or about month-end which is at
least eight years after the date of purchase, certain Invesco Funds Agreement and Declaration of
1
Trust/distribution plan adopted pursuant to Rule 12b-1 under the 1940 Act requires
that Class B shareholders must also approve any material increase in distribution fees submitted to
Class A of that Fund. A pro rata portion of shares from reinvested dividends and distributions
convert along with the Class B shares.
Except as specifically noted above, shareholders of each Fund are entitled to one vote per
share (with proportionate voting for fractional shares), irrespective of the relative net asset
value of the shares of the Fund. However, on matters affecting an individual Fund or class of
shares, a separate vote of shareholders of that Fund or class is required. Shareholders of the
Fund or class are not entitled to vote on any matter which does not affect that Fund or class but
that requires a separate vote of another Fund or class. An example of a matter that would be voted
on separately by shareholders of each Fund is the approval of the advisory agreement with Invesco
Advisers, Inc. (the Adviser or Invesco). When issued, shares of each Fund are fully paid and
nonassessable, have no preemptive or subscription rights, and are freely transferable. Other than
the automatic conversion of Class B shares to Class A shares, there are no conversion rights.
Shares do not have cumulative voting rights, which means that when shareholders elect trustees,
holders of more than 50% of the shares voting for the election of trustees can elect all of the
trustees of the Trust, and the holders of fewer than 50% of the shares voting for the election of
trustees will not be able to elect any trustees.
Under Delaware law, shareholders of a Delaware statutory trust shall be entitled to the same
limitation of personal liability extended to shareholders of private for-profit corporations
organized under Delaware law. There is a remote possibility, however, that shareholders could,
under certain circumstances, be held liable for the obligations of the Trust to the extent the
courts of another state, which does not recognize such limited liability, were to apply the laws of
such state to a controversy involving such obligations. The Trust Agreement disclaims shareholder
liability for acts or obligations of the Trust and requires that notice of such disclaimer be given
in each agreement, obligation or instrument entered into or executed by the Trust or the trustees
to all parties, and each party thereto must expressly waive all rights of action directly against
shareholders of the Trust. The Trust Agreement provides for indemnification out of the property of
the Fund for all losses and expenses of any shareholder of such Fund held liable on account of
being or having been a shareholder. Thus, the risk of a shareholder incurring financial loss due
to shareholder liability is limited to circumstances in which the Fund is unable to meet its
obligations and the complaining party is not held to be bound by the disclaimer.
The trustees and officers of the Trust will not be liable for any act, omission or obligation
of the Trust or any trustee or officer; however, a trustee or officer is not protected against any
liability to the Trust or to the shareholders to which a trustee or officer would otherwise be
subject by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the
duties involved in the conduct of his or her office with the Trust (Disabling Conduct). The
Trusts Bylaws generally provide for indemnification by the Trust of the trustees, officers and
employees or agents of the Trust, provided that such persons have not engaged in Disabling Conduct.
Indemnification does not extend to judgments or amounts paid in settlement in any actions by or in
the right of the Trust. The Trust Agreement also authorizes the purchase of liability insurance on
behalf of trustees and officers. The Trusts Bylaws provide for the advancement of payments of
expenses to current and former trustees, officers and employees or agents of the Trust, or anyone
serving at their request, in connection with the preparation and presentation of a defense to any
claim, action, suit or proceeding, for which such person would be entitled to indemnification;
provided that any advancement of expenses would be reimbursed unless it is ultimately determined
that such person is entitled to indemnification for such expenses.
Share Certificates
. Shareholders of the Funds do not have the right to demand or require the
Trust to issue share certificates and share certificates are not issued.
2
DESCRIPTION OF THE FUNDS AND THEIR INVESTMENTS AND RISKS
Classification
The Trust is an open-end management investment company. Each of the Funds is
diversified for purposes of the 1940 Act.
Investment Strategies and Risks
Set forth below are detailed descriptions of the various types of securities and investment
techniques that Invesco and/or the Sub-Advisers (as defined herein) may use in managing the Funds,
as well as the risks associated with those types of securities and investment techniques. The
descriptions of the types of securities and investment techniques below supplement the discussion
of principal investment strategies and risks contained in each Funds Prospectus. Where a
particular type of security or investment technique is not discussed in a Funds Prospectus, that
security or investment technique is not a principal investment strategy.
Unless otherwise indicated, a Fund may invest in all of the following types of investments.
Not all of the Funds invest in all of the types of securities or use all of the investment
techniques described below, and a Fund might not invest in all of these types of securities or use
all of these techniques at any one time. Invesco and/or the Sub-Advisers may invest in other types
of securities and may use other investment techniques in managing the Funds, including those
described below for Funds not specifically mentioned as investing in the security or using the
investment technique, as well as securities and techniques not described A Funds transactions in
a particular type of security or use of a particular technique is subject to limitations imposed by
a Funds investment objective(s), policies and restrictions described in that Funds Prospectus
and/or this Statement of Additional Information, as well as the federal securities laws.
The Funds investment objectives, policies, strategies and practices described below are
non-fundamental and may be changed without approval of the holders of the Funds voting securities
unless otherwise indicated.
Exchange-Traded Funds
Exchange-Traded Funds
. Invesco Tax-Free Intermediate Fund may purchase shares of
exchange-traded funds (ETFs). Most ETFs are registered under the 1940 Act as investment companies.
Therefore, a Funds purchase of shares of an ETF may be subject to the restrictions on investments
in other investment companies discussed under Other Investment Companies. ETFs have management
fees, which increase their cost. The Fund may invest in exchange-traded funds advised by Invesco
PowerShares Capital Management LLC (PowerShares). Invesco, the Sub-Advisers and PowerShares are
affiliates of each other as they are all indirect wholly-owned subsidiaries of Invesco Ltd.
ETFs hold portfolios of securities, commodities and/or currencies that are designed to
replicate, as closely as possible before expenses, the price and/or yield of (i) a specified market
or other index, (ii) a basket of securities, commodities or currencies, or (iii) a particular
commodity or currency. The performance results of ETFs will not replicate exactly the performance
of the pertinent index, basket, commodity or currency due to transaction and other expenses,
including fees to service providers, borne by ETFs. Furthermore, there can be no assurance that
the portfolio of securities, commodities and/or currencies purchased by an ETF will replicate a
particular index or basket or price of a commodity or currency. ETF shares are sold and redeemed
at net asset value only in large blocks called creation units and redemption units, respectively.
ETF shares also may be purchased and sold in secondary market
3
trading on national securities exchanges, which allows investors to purchase and sell ETF shares at their
market price throughout the day.
Investments in ETFs generally present the same primary risks as an investment in a
conventional mutual fund that has the same investment objective, strategy and policies.
Investments in ETFs further involve the same risks associated with a direct investment in the
commodity or currency, or in the types of securities, commodities and/or currencies included in the
indices or baskets the ETFs are designed to replicate. In addition, shares of an ETF may trade at
a market price that is higher or lower than their net asset value and an active trading market in
such shares may not develop or continue. Moreover, trading of an ETFs shares may be halted if the
listing exchanges officials deem such action to be appropriate, the shares are de-listed from the
exchange, or the activation of market-wide circuit breakers (which are tied to large decreases in
stock prices) halts stock trading generally.
Debt Investments
U.S. Government Obligations.
Each Fund may invest in U.S. Government obligations, which
include obligations issued or guaranteed by the U.S. Government, its agencies and
instrumentalities, including bills, notes and bonds issued by the U.S. Treasury, as well as
stripped or zero coupon U.S. Treasury obligations.
U.S. Government Obligations may be, (i) supported by the full faith and credit of the U.S.
Treasury, (ii) supported by the right of the issuer to borrow from the U.S. Treasury, (iii)
supported by the discretionary authority of the U.S. Government to purchase the agencys
obligations, or (iv) supported only by the credit of the instrumentality. There is a risk that the
U.S. Government may choose not to provide financial support to U.S. Government-sponsored agencies
or instrumentalities if it is not legally obligated to do so. In that case, if the issuer were to
default, a Portfolio holding securities of such issuer might not be able to recover its investment
from the U.S. Government. For example, while the U.S. Government has recently provided financial
support to Federal National Mortgage Association (FNMA) and Federal Home Loan Mortgage Corporation
(FHLMC), no assurance can be given that the U.S. Government will always do so, since the U.S.
Government is not so obligated by law. There also is no guarantee that the government would
support Federal Home Loan Banks. Accordingly, securities of FNMA, FHLMC and Federal Home Loan
Banks, and other agencies, may involve a risk of non-payment of principal and interest.
Temporary Investments
. Invesco Tax-Free Intermediate Fund may invest a portion of its assets
in affiliated money market funds or in the types of money market instruments in which those funds
would invest or other short-term U.S. Government securities for cash management purposes. The Fund
may invest up to 100% of its assets in investments that may be inconsistent with the Funds
principal investment strategies for temporary defensive purposes in anticipation of or in response
to adverse market, economic, political or other conditions, or atypical circumstances such as
unusually large cash inflows or redemptions. As a result, the Fund may not achieve its investment
objective.
Rule 2a-7 Requirements
As permitted by Rule 2a-7 under the 1940 Act, Invesco Tax-Exempt Cash Fund seeks to maintain a
stable price of $1.00 per share by using the amortized cost method to value portfolio securities
and rounding the share value to the nearest cent. Rule 2a-7 imposes requirements as to the
diversification of the Fund, quality of portfolio securities and maturity of the Portfolio and of
individual securities.
Diversification
. In summary, Rule 2a-7 requires that the Fund may not invest in the
securities of any issuer if, as a result, more than 5% of the Funds total assets would be invested
in that issuer; provided that, the Fund may invest up to 25% of its total assets in the First Tier
Securities of a single issuer for up to three business days after acquisition. Certain securities
are not subject to this diversification requirement. These include: a security subject to a
guarantee from a non-controlled
4
person (as defined in Rule 2a-7) of the issuer of the security;
U.S. Government securities; certain repurchase agreements; and shares of certain money market
funds. Rule 2a-7 imposes a separate diversification test upon the acquisition of a guarantee or
demand feature. (A demand feature is, in summary, a right to sell a security at a price equal to
its approximate amortized cost plus accrued interest).
For purposes of these diversification requirements with respect to issuers of Municipal
Securities (defined under the caption Municipal Securities), each state (including the District of
Columbia and Puerto Rico), territory and possession of the United States, each political
subdivision, agency, instrumentality, and authority thereof, and each multi-state agency of which a
state is a member is a separate issuer. When the assets and revenues of an agency, authority,
instrumentality, or other political subdivision are separate from the government creating the
subdivision and the security is backed only by assets and revenues of the subdivision, such
subdivision would be deemed to be the sole issuer. Similarly, in the case of an industrial
development bond or private activity bond, if such bond is backed only by the assets and revenues
of the non-governmental user, then such non-governmental user would be deemed to be the sole
issuer.
In summary, a First Tier Security is rated (or issued by an issuer that is rated) in the
highest short-term rating category by the Requisite NRSROs, or, if unrated, is determined by the
Portfolios investment adviser (subject to oversight and pursuant to guidelines established by the
Board) to be of comparable quality to such a rated security. Securities issued by a registered
investment company that is a money market fund and U.S. Government securities are also considered
to be First Tier Securities. The term Requisite NRSRO means (a) any two nationally recognized
statistical rating organizations (NRSROs) designated by the Board that have issued a rating with
respect to a security or class of debt obligations of an issuer, or (b) if only one designated
NRSRO has issued a rating with respect to such security or issuer at the time a Portfolio acquires
the security, that NRSRO.
Quality
. Invesco Tax-Exempt Cash Fund may invest only in U.S. dollar denominated securities
that the Funds investment adviser (subject to oversight and pursuant to guidelines established by
the Board) determines present minimal credit risk and that are Eligible Securities as defined in
Rule 2a-7. Rule 2a-7 defines an Eligible Security, in summary, as a security with a remaining
maturity of 397 calendar days or less that has been rated (or whose issuer has been rated) by the
Requisite NRSROs in one of the two highest short-term rating categories. Eligible Securities may
also include unrated securities determined by the Funds investment adviser (subject to oversight
and pursuant to guidelines established by the Board) to be of comparable quality to such rated
securities. The eligibility of a security with, for purposes of the dollar-weighted average
portfolio maturity, the guarantee is an Eligible Security.
The Fund will limit investments to those which are First Tier Securities at the time of
acquisition.
Maturity
. Under Rule 2a-7, Invesco Tax-Exempt Cash Fund may invest only in U.S.
dollar-denominated securities maturing within 397 days of purchase, with certain exceptions
permitted by applicable regulations. The Fund maintains a dollar-weighted average portfolio
maturity of no more than 60 days, and a dollar-weighted average portfolio maturity as determined
without exceptions regarding certain interest rate adjustments under Rule 2a-7 of no more than 120
days. The maturity of a security is determined in compliance with Rule 2a-7, which permits, among
other things, certain securities bearing adjustable interest rates to be deemed to have a maturity
shorter than their stated maturity.
Liquidity
. The Fund will hold securities that are sufficiently liquid to meet reasonably
foreseeable shareholder redemptions in light of the Funds obligations under section 22(e) of
the 1940 Act (which forbids the suspension of the right of redemption, or postponement of the date
of payment or satisfaction upon redemption for more than seven days after the tender of such
security for redemption, subject to specified exemptions) and any commitments the Fund has made to
shareholders. In addition, the Fund will not acquire an illiquid security if, immediately after
the acquisition, the Fund would have invested more than 5% of its total assets in illiquid
securities. The Fund will not acquire any security other than a
5
Weekly Liquid Asset (cash, direct
obligations of the U.S. Government, Government securities issued by a person controlled or
supervised by and acting as an instrumentality of the U.S. Government pursuant to authority granted
by the Congress, that are issued at a discount to the principal amount to be repaid at maturity and
have a remaining maturity of 60 days or less and securities that will mature or are subject to a
demand feature that is exercisable and payable within 5 business days) if, immediately after the
acquisition, the Fund would have invested less than 30% of its total assets in Weekly Liquid
Assets.
Mortgage-Backed and Asset-Backed Securities
. Invesco Tax-Free Intermediate Fund may invest in
mortgage-backed and asset-backed securities. Mortgage-backed securities are mortgage-related
securities issued or guaranteed by the U.S. Government, its agencies and instrumentalities, or
issued by nongovernment entities. Mortgage-related securities represent ownership in pools of
mortgage loans assembled for sale to investors by various government agencies such as Government
National Mortgage Association (GNMA) and government-related organizations such as FNMA and the
FHLMC, as well as by nongovernment issuers such as commercial banks, savings and loan institutions,
mortgage bankers and private mortgage insurance companies. Although certain mortgage-related
securities are guaranteed by a third party or otherwise similarly secured, the market value of the
security, which may fluctuate, is not so secured. These securities differ from conventional bonds
in that the principal is paid back to the investor as payments are made on the underlying mortgages
in the pool. Accordingly, a Fund receives monthly scheduled payments of principal and interest
along with any unscheduled principal prepayments on the underlying mortgages. Because these
scheduled and unscheduled principal payments must be reinvested at prevailing interest rates,
mortgage-backed securities do not provide an effective means of locking in long-term interest rates
for the investor.
In addition, there are a number of important differences among the agencies and
instrumentalities of the U.S. Government that issue mortgage-related securities and among the
securities they issue. Mortgage-related securities issued by GNMA include GNMA Mortgage
Pass-Through Certificates (also known as Ginnie Maes) which are guaranteed as to the timely payment
of principal and interest. That guarantee is backed by the full faith and credit of the U.S.
Treasury. GNMA is a corporation wholly owned by the U.S. Government within the Department of
Housing and Urban Development. Mortgage-related securities issued by FNMA include FNMA Guaranteed
Mortgage Pass-Through Certificates (also known as Fannie Maes) and are guaranteed as to payment of
principal and interest by FNMA itself and backed by a line of credit with the U.S. Treasury. FNMA
is a government-sponsored entity wholly owned by public stockholders. Mortgage-related securities
issued by FHLMC include FHLMC Mortgage Participation Certificates (also known as Freddie Macs)
guaranteed as to payment of principal and interest by FHLMC itself and backed by a line of credit
with the U.S. Treasury. FHLMC is a government-sponsored entity wholly owned by public
stockholders.
On September 7, 2008, FNMA and FHLMC were placed under the conservatorship of the Federal
Housing Finance Agency (FHFA) to provide stability in the financial markets, mortgage availability
and taxpayer protection by preserving FNMA and FHLMCs assets and property and putting FNMA and
FHLMC in a sound and solvent position. Under the conservatorship, the management of FNMA and FHLMC
was replaced. Additionally, FNMA and FHLMC modestly increased their mortgage-backed security
portfolios through the end of 2009 and are expected to gradually reduce such portfolios at the rate
of 10% per year until stabilizing at a lower, less risky size.
Since 2009, both FNMA and FHLMC have received significant capital support through U.S.
Treasury preferred stock purchases and Federal Reserve purchases of the entities mortgage-backed
securities. The U.S. Treasury announced in December 2009 that it would continue that support for
the entities capital as necessary to prevent a negative net worth through at least 2012. However,
the Federal Reserves purchases of mortgage-backed securities ended in 2010. While the U.S.
Treasury is committed to offset negative equity at FNMA and FHLMC through its preferred stock
purchases through 2012, no assurance can be given that the Federal Reserve, U.S. Treasury or FHFA
initiatives discussed earlier will ensure that FNMA and FHLMC will remain successful in meeting
their obligations with respect to the debt and mortgage-backed securities they issue beyond that
date.
6
In February 2011, the Obama Administration produced a report to Congress outlining proposals
to wind down FNMA and FHLMC and reduce the governments role in the mortgage market. Discussions
among policymakers continue, however, as to whether FNMA and FHLMC should be nationalized,
privatized, restructured, or eliminated altogether. FNMA and FHLMC also are the subject of several
continuing legal actions and investigations over certain accounting, disclosure or corporate
governance matters, which (along with any resulting financial restatements) may continue to have an
adverse effect on the guaranteeing entities. Importantly, the future of the entities is in
question as the U.S. Government considers multiple options regarding the future of FNMA and FHLMC.
Asset-backed securities are structured like mortgage-backed securities, but instead of
mortgage loans or interests in mortgage loans, the underlying assets may include such items as
motor vehicle installment sales contracts or installment loan contracts, leases of various types of
real and personal property, and receivables from credit card agreements and from sales of personal
property. Regular payments received on asset-backed securities include both interest and
principal. Asset-backed securities typically have no U.S. Government backing. Additionally, the
ability of an issuer of asset-backed securities to enforce its security interest in the underlying
assets may be limited.
If a Fund purchases a mortgage-backed or other asset-backed security at a premium, the premium
may be lost if there is a decline in the market value of the security whether resulting from
changes in interest rates or prepayments in the underlying collateral. As with other
interest-bearing securities, the prices of such securities are inversely affected by changes in
interest rates. Although the value of a mortgage-backed or other asset-backed security may decline
when interest rates rise, the converse is not necessarily true, since in periods of declining
interest rates the mortgages and loans underlying the securities are prone to prepayment, thereby
shortening the average life of the security and shortening the period of time over which income at
the higher rate is received. When interest rates are rising, the rate of prepayment tends to
decrease, thereby lengthening the period of time over which income at the lower rate is received.
For these and other reasons, a mortgage-backed or other asset-backed securitys average maturity
may be shortened or lengthened as a result of interest rate fluctuations and, therefore, it is not
possible to predict accurately the securitys return. In addition, while
7
the trading market for
short-term mortgages and asset-backed securities is ordinarily quite liquid, in times of financial
stress the trading market for these securities may become restricted.
Bank Instruments
. Invesco Tax-Free Intermediate Fund may invest in bank instruments. Bank
instruments are unsecured interest bearing bank deposits. Bank instruments include, but are not
limited to, certificates of deposits, time deposits, and bankers acceptances from U.S. or foreign
banks as well as Eurodollar certificates of deposit (Eurodollar CDs) and Eurodollar time deposits
(Eurodollar time deposits) of foreign branches of domestic banks. Some certificates of deposit is
a negotiable interest-bearing instrument with a specific maturity issued by banks and savings and
loan institutions in exchange for the deposit of funds, and can typically be traded in the
secondary market prior to maturity. Other certificates of deposit, like time deposits, are
non-negotiable receipts issued by a bank in exchange for the deposit of funds which earns a
specified rate of interest over a definite period of time; however, it cannot be traded in the
secondary market. A bankers acceptance is a bill of exchange or time draft drawn on and accepted
by a commercial bank.
An investment in Eurodollar CDs or Eurodollar time deposits may involve some of the same risks
that are described for Foreign Securities.
Commercial Instruments
. Each Fund may invest in commercial instruments, including commercial
paper, master notes and other short-term corporate instruments, that are denominated in U.S.
dollars or foreign currencies.
Commercial instruments are a type of instrument issued by large banks and corporations to
raise money to meet their short term debt obligations, and are only backed by the issuing bank or
corporations promise to pay the face amount on the maturity date specified on the note. Commercial
paper consists of short-term promissory notes issued by corporations. Commercial paper may be
traded in the secondary market after its issuance. Master notes are demand notes that permit the
investment of fluctuating amounts of money at varying rates of interest pursuant to arrangements
with issuers who meet the credit quality criteria of the Funds. The interest rate on a master note
may fluctuate based on changes in specified interest rates or may be reset periodically according
to a prescribed formula or may be a set rate. Although there is no secondary market in master
demand notes, if such notes have a demand feature, the payee may demand payment of the principal
amount of the note upon relatively short notice. Master notes are generally illiquid and therefore
typically subject to the Funds percentage limitations for investments in illiquid securities.
Commercial instruments may not be registered with the U.S. Securities and Exchange Commission.
Synthetic Municipal Instruments
. The Funds may invest in synthetic municipal instruments, the
value of and return on which are derived from underlying securities. The types of synthetic
municipal instruments in which the Fund may invest include tender option bonds and variable rate
trust certificates. Both types of instruments involve the deposit into a trust or custodial
account of one or more long-term tax-exempt bonds or notes (Underlying Bonds), and the sale of
certificates evidencing interests in the trust or custodial account to investors such as the Fund.
The trustee or custodian receives the long-term fixed rate interest payments on the Underlying
Bonds, and pays certificate holders short-term floating or variable interest rates which are reset
periodically. A tender option bond provides a certificate holder with the conditional right to
sell its certificate to the sponsor or some designated third party at specified intervals and
receive the par value of the certificate plus accrued interest (a demand feature). A variable
rate trust certificate evidences an interest in a trust entitling the certificate holder to
receive variable rate interest based on prevailing short-term interest rates and also typically
provides the certificate holder with the conditional demand feature the right to tender its
certificate at par value plus accrued interest.
Typically, a certificate holder cannot exercise the demand feature until the occurrence of
certain conditions, such as where the issuer of the Underlying Bond defaults on interest payments.
Moreover, because synthetic municipal instruments involve a trust or custodial account and a third
party conditional demand feature, they involve complexities and potential risks that may not be
present where a municipal security is owned directly.
8
The tax-exempt character of the interest paid to certificate holders is based on the
assumption that the holders have an ownership interest in the Underlying Bonds; however, the IRS
has not issued a ruling addressing this issue. In the event the IRS issues an adverse ruling or
successfully litigates this issue, it is possible that the interest paid to the Fund on certain
synthetic municipal instruments would be deemed to be taxable. The Fund relies on opinions of
special tax counsel on this ownership question and opinions of bond counsel regarding the
tax-exempt character of interest paid on the Underlying Bonds.
Municipal Securities
. Each Fund may invest in Municipal Securities, which are typically debt
obligations of states, territories or possessions of the United States and the District of Columbia
and their political subdivisions, agencies and instrumentalities, the interest on which, in the
opinion of bond counsel or other counsel to the issuers of such securities, is, at the time of
issuance, exempt from federal income tax. The issuers of municipal securities obtain funds for
various public purposes, including the construction of a wide range of public facilities such as
airports, highways, bridges, schools, hospitals, housing, mass transportation, streets and water
and sewer works. Other public purposes for which municipal securities may be issued include
refunding outstanding obligations, obtaining funds for general operating expenses and obtaining
funds to lend to other public institutions and facilities. Certain types of municipal securities
are issued to obtain funding for privately operated facilities. The credit and quality of private
activity debt securities are dependent on the private facility or user, who is responsible for the
interest payment and principal repayment.
The two major classifications of Municipal Securities are bonds and notes. Municipal bonds
are municipal debt obligations in which the issuer is obligated to repay the original (or
principal) payment amount on a certain maturity date along with interest. A municipal bonds
maturity date (the date when the issuer of the bond repays the principal) may be years in the
future. Short-term bonds mature in one to three years, while long-term bonds usually do not mature
for more than a decade. Notes are short-term instruments which usually mature in less than two
years. Most notes are general obligations of the issuing municipalities or agencies and are sold in
anticipation of a bond sale, collection of taxes or receipt of other revenues. Municipal notes
also include tax, revenue notes and revenue and bond anticipation notes (discussed more fully
below) of short maturity, generally less than three years, which are issued to obtain temporary
funds for various public purposes.
Municipal debt securities may be also be classified as general obligation or revenue
obligations (or special delegation securities). General obligation securities are secured by the
issuers pledge of its faith, credit and taxing power for the payment of principal and interest.
Revenue debt obligations, such as revenue bonds and revenue notes, are usually payable only
from the revenues derived from a particular facility or class of facilities or, in some cases, from
the proceeds of a special excise tax or other specific revenue source but not from the general
taxing power. The principal and interest payments for industrial development bonds or pollution
control bonds are often the sole responsibility of the industrial user and therefore may not be
backed by the taxing power of the issuing municipality. The interest paid on such bonds may be
exempt from federal income tax, although current federal tax laws place substantial limitations on
the purposes and size of such issues. Such obligations are considered to be Municipal Securities
provided that the interest paid thereon, in the opinion of bond counsel, qualifies as exempt from
federal income tax.
Another type of revenue obligations is pre-refunded bonds, which are typically issued to
refinance debt. In other words, pre-refunded bonds result from the advance refunding of bonds that
are not currently redeemable. The proceeds from the issue of the lower yield and/or longer maturing
pre-refunding bond will usually be used to purchase U.S. Government obligations, such as U.S.
Treasury securities, which are held in an escrow account and used to pay interest and principal
payments until the scheduled call date of the original bond issue occurs. Like other fixed income
securities, pre-refunded bonds are subject to interest rate, market, credit, and reinvestment
risks.
Within these principal classifications of municipal securities, there are a variety of
types of municipal securities, including but not limited to, fixed and variable rate securities,
variable rate demand
9
notes, municipal leases, custodial receipts, participation certificates,
inverse floating rate securities, and derivative municipal securities.
Variable rate securities bear rates of interest that are adjusted periodically according to
formulae intended to reflect market rates of interest.
Variable rate demand notes are obligations which contain a floating or variable interest rate
adjustment formula and which are subject to a right of demand for payment of the principal balance
plus accrued interest either at any time or at specified intervals. The interest rate on a variable
rate demand note may be based on a known lending rate, such as a banks prime rate, and may be
adjusted when such rate changes or the interest rate may be a market rate that is adjusted at
specified intervals. The adjustment formula maintains the value of the variable rate demand note at
approximately the par value of such note at the adjustment date.
Inverse floating rate obligations are variable rate debt instruments that pay interest at
rates that move in the opposite direction of prevailing interest rates. Because the interest rate
paid to holders of such obligations is generally determined by subtracting a variable or floating
rate from a predetermined amount, the interest rate paid to holders of such obligations will
decrease as such variable or floating rate increases and increase as such variable or floating rate
decreases. The inverse floating rate obligations in which the Fund may invest include derivative
instruments such as residual interest bonds or tender option bonds. Such instruments are typically
created by a special purpose trust that holds long-term fixed rate bonds and sells two classes of
beneficial interests: short-term floating rate interests, which are sold to third party investors,
and inverse floating residual interests, which are purchased by the Fund. The short-term floating
rate interests have first priority on the cash flow from the bond held by the special purpose trust
and the Fund (as holder of the inverse floating residual interests) is paid the residual cash flow
from the bond held by the special purpose trust. Like most other fixed-income securities, the
value of inverse floating rate obligations will decrease as interest rates increase. They are more
volatile, however, than most other fixed-income securities because the coupon rate on an inverse
floating rate obligation typically changes at a multiple of the change in the relevant index rate.
Thus, any rise in the index rate (as a consequence of an increase in interest rates) causes a
correspondingly greater drop in the coupon rate of an inverse floating rate obligation while a drop
in the index rate causes a correspondingly greater increase in the coupon of an inverse floating
rate obligation. Some inverse floating rate obligations may also increase or decrease substantially
because of changes in the rate of prepayments. Inverse floating rate obligations tend to
underperform the market for fixed rate bonds in a rising interest rate environment, but tend to
outperform the market for fixed rate bonds when interest rates decline or remain relatively stable.
Inverse floating rate obligations have varying degrees of liquidity. The Funds generally invest in
inverse floating rate obligations that include embedded leverage, thus exposing the Fund to greater
risks and increased costs. The market value of leveraged inverse floating rate obligations
generally will fluctuate in response to changes in market rates of interest to a greater extent
than the value of an unleveraged investment. The extent of increases and decreases in the value of
inverse floating rate obligations generally will be larger than changes in an equal principal
amount of a fixed rate security having similar credit quality, redemption provisions and maturity,
which may cause the Funds net asset value to be more volatile than if it had not invested in
inverse floating rate obligations. In certain instances, the short-term floating rate interests
created by a special purpose trust may not be able to be sold to third parties or, in the case of
holders tendering (or putting) such interests for repayment of principal, may not be able to be
remarketed to third parties. In such cases, the special purpose trust holding the long-term fixed
rate bonds may be collapsed. In the case of inverse floating rate obligations created by the Fund,
the Fund would then be required to repay the principal amount of the tendered securities. During
times of market volatility, illiquidity or uncertainty, the Fund could be required to sell other
portfolio holdings at a disadvantageous time to raise cash to meet that obligation. The use of
short-term floating rate obligations may require the Fund to segregate or earmark cash or liquid
assets to cover its obligations. Securities so segregated or earmarked will be unavailable for sale
by the Fund (unless replaced by other securities qualifying for segregation requirements), which
may limit the Funds flexibility and may require that the Fund sell other portfolio investments at
a time when it may be disadvantageous to sell such assets.
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Certificates of participation (or Participation certificates) are obligations issued by
state or local governments or authorities to finance the acquisition of equipment and facilities.
They may represent participations in a lease, an installment purchase contract or a conditional
sales contract. These participation interests may give the purchaser an undivided interest in one
or more underlying Municipal Securities. Municipal securities may not be backed by the faith,
credit and taxing power of the issuer.
Custodial receipts are underwritten by securities dealers or banks and evidence ownership of
future interest payments, principal payments or both on certain municipal securities.
Municipal leases are obligations issued by state and local governments or authorities to
finance the acquisition of equipment and facilities. Municipal lease obligations, another type of
Municipal Security, may take the form of a lease, an installment purchase contract or a conditional
sales contract. Municipal lease obligations are issued by state and local governments and
authorities to acquire land, equipment and facilities such as state and municipal vehicles,
telecommunications and computer equipment, and other capital assets. Interest payments on
qualifying municipal lease obligations are generally exempt from federal income taxes. Municipal
lease obligations are generally subject to greater risks than general obligation or revenue bonds.
State laws set forth requirements that states or municipalities must meet in order to issue
municipal obligations, and such obligations may contain a covenant by the issuer to budget for,
appropriate, and make payments due under the obligation. However, certain municipal lease
obligations may contain non-appropriation clauses which provide that the issuer is not obligated
to make payments on the obligation in future years unless funds have been appropriated for this
purpose each year. If not enough money is appropriated to make the lease payments, the leased
property may be repossessed as security for holders of the municipal lease obligation. In such an
event, there is no assurance that the propertys private sector or re-leasing value will be enough
to make all outstanding payments on the municipal lease obligation or that the payments will
continue to be tax-free. Additionally, it may be difficult to dispose of the underlying capital
asset in the event of non-appropriation or other default. Direct investments by the Fund in
municipal lease obligations may be deemed illiquid and therefore subject to the Funds percentage
limitations for investments in illiquid securities and the risks of holding illiquid securities.
A municipal forward contract is a Municipal Security which is purchased on a when-issued
basis with longer-than-standard settlement dates, in some cases taking place up to five years from
the date of purchase. The buyer, in this case the Fund, will execute a receipt evidencing the
obligation to purchase the bond on the specified issue date, and must segregate cash to meet that
forward commitment.
Municipal forward contracts typically carry a substantial yield premium to compensate the
buyer for the risks associated with a long when-issued period, including shifts in market interest
rates that could materially impact the principal value of the bond, deterioration in the credit
quality of the issuer, loss of alternative investment options during the when-issued period and
failure of the issuer to complete various steps required to issue the bonds.
Municipal Securities also include the following securities:
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Bond Anticipation Notes usually are general obligations of state and local governmental
issuers which are sold to obtain interim financing for projects that will eventually be
funded through the sale of long-term debt obligations or bonds.
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Revenue Anticipation Debt Securities, including bonds, notes, and certificates, are
issued by governments or governmental bodies with the expectation that future revenues
from a designated source will be used to repay the securities.
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Tax Anticipation Notes are issued by state and local governments to finance the current
operations of such governments. Repayment is generally to be derived from specific future
tax revenues.
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Tax-Exempt Commercial Paper (Municipal Paper) is similar to taxable commercial paper,
except that tax-exempt commercial paper is issued by states, municipalities and their
agencies.
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Tax-Exempt Mandatory Paydown Securities (TEMPS) are fixed rate term bonds
carrying a short-term maturity, usually three to four years beyond the expected
redemption. TEMPS are structured as bullet repayments, with required optional redemptions
as entrance fees are collected.
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Zero Coupon and Pay-in-Kind Securities do not immediately produce cash income. These
securities are issued at an original issue discount, with the full value, including
accrued interest, paid at maturity. Interest income may be reportable annually, even
though no annual payments are made. Market prices of zero-coupon bonds tend to be more
volatile than bonds that pay interest regularly. Pay-in-kind securities are securities
that have interest payable by delivery of additional securities. Upon maturity, the holder
is entitled to receive the aggregate par value of the securities. Zero coupon and
pay-in-kind securities may be subject to greater fluctuation in value and less liquidity
in the event of adverse market conditions than comparably rated securities paying cash
interest at regular interest payment periods. Prices on non-cash-paying instruments may be
more sensitive to changes in the issuers financial condition, fluctuation in interest
rates and market demand/supply imbalances than cash-paying securities with similar credit
ratings, and thus may be more speculative. Special tax considerations are associated with
investing in certain lower-grade securities, such as zero coupon or pay-in-kind
securities.
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Capital Appreciation Bonds are municipal securities in which in the investment return
on the initial principal payment is reinvested at a compounded rate until the bond
matures. The principal and interest are due on maturity. Thus, like zero-coupon
securities, investors must wait until maturity to receive interest and principal, which
increases the interest rate and credit risks.
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Payments in lieu of taxes (also known as PILOTs) are voluntary payments by, for
instance the U.S. Government or nonprofits, to local governments that help offset losses
in or otherwise substitutes property taxes.
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Converted Auction Rate Securities (CARS) are a structure that combines the debt service
deferral feature of Capital Appreciation Bonds (CABS) with Auction Rate Securities. The
CARS pay no debt service until a specific date, then they incrementally convert to
conventional Auction Rate Securities. At each conversion date the issuer has the ability
to call and pay down any amount of the CARS.
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The Fund may purchase and sell securities on a when-issued and delayed delivery basis whereby
the Fund buys or sells a security with payment and delivery taking place in the future. The payment
obligation and the interest rate are fixed at the time the Fund enters into the commitment. No
income accrues on such securities until the date the Fund actually takes delivery of such
securities. These transactions are subject to market risk as the value or yield of a security at
delivery may be more or less than the purchase price or the yield generally available on securities
when delivery occurs. In addition, the Fund is subject to counterparty risk because it relies on
the buyer or seller, as the case may be, to consummate the transaction, and failure by the other
party to complete the transaction may result in the Fund missing the opportunity of obtaining a
price or yield considered to be advantageous. The Fund will only make commitments
to purchase such securities with the intention of actually acquiring these securities, but the
Fund may sell these securities prior to settlement if it is deemed advisable. No specific
limitation exists as to the percentage of the Funds assets which may be used to acquire securities
on a when-issued and delayed delivery basis.
After purchase by a Fund, an issue of Municipal Securities may cease to be rated by Moodys
Investors Service, Inc. (Moodys) or Standard and Poors Ratings Services (S&P), or another
nationally recognized statistical rating organization (NRSRO), or the rating of such a security may
be reduced below the minimum credit quality rating required for purchase by the Fund. Neither event
would require the Fund to dispose of the security. To the extent that the ratings applied by
Moodys, S&P or another NRSRO to
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Municipal Securities may change as a result of changes in these
rating systems, each Fund will attempt to use comparable credit quality ratings as standards for
its investments in Municipal Securities.
The yields on Municipal Securities are dependent on a variety of factors, including general
economic and monetary conditions, money market factors, conditions of the Municipal Securities
market, size of a particular offering, and maturity and rating of the obligation. Because many
Municipal Securities are issued to finance similar projects, especially those related to education,
health care, transportation and various utilities, conditions in those sectors and the financial
condition of an individual municipal issuer can affect the overall municipal market. The market
values of the Municipal Securities held by the Fund will be affected by changes in the yields
available on similar securities. If yields increase following the purchase of a Municipal Security,
the market value of such Municipal Security will generally decrease. Conversely, if yields
decrease, the market value of a Municipal Security will generally increase. The ratings of S&P and
Moodys represent their opinions of the quality of the municipal securities they undertake to rate.
It should be emphasized, however, that ratings are general and are not absolute standards of
quality. Consequently, municipal securities with the same maturity, coupon and rating may have
different yields while municipal securities of the same maturity and coupon with different ratings
may have the same yield.
Certain of the municipal securities in which the Funds may invest represent relatively recent
innovations in the municipal securities markets and the markets for such securities may be less
developed than the market for conventional fixed rate municipal securities.
Under normal market conditions, longer-term municipal securities generally provide a higher
yield than shorter-term municipal securities. The Funds have no limitation as to the maturity of
municipal securities in which it may invest. The Adviser may adjust the average maturity of a
Funds portfolio from time to time depending on its assessment of the relative yields available on
securities of different maturities and its expectations of future changes in interest rates.
The net asset value of the Fund will change with changes in the value of its portfolio
securities. Because the Fund invests primarily in fixed income municipal securities, the net asset
value of the Fund can be expected to change as general levels of interest rates fluctuate. When
interest rates decline, the value of a portfolio invested in fixed income securities generally can
be expected to rise. Conversely, when interest rates rise, the value of a portfolio invested in
fixed income securities generally can be expected to decline. The prices of longer term municipal
securities generally are more volatile with respect to changes in interest rates than the prices of
shorter term municipal securities. Volatility may be greater during periods of general economic
uncertainty.
Municipal securities, like other debt obligations, are subject to the credit risk of
nonpayment. The ability of issuers of municipal securities to make timely payments of interest and
principal may be adversely impacted in general economic downturns and as relative governmental cost
burdens are allocated and reallocated among federal, state and local governmental units. Such
nonpayment would result in a reduction of income to the Fund, and
could result in a reduction in the value of the municipal securities experiencing nonpayment
and a potential decrease in the net asset value of the Fund. In addition, the Fund may incur
expenses to work out or restructure a distressed or defaulted security.
The Funds may invest in Municipal Securities with credit enhancements such as letters of
credit and municipal bond insurance. The Funds may invest in Municipal Securities that are insured
by financial insurance companies. Since a limited number of entities provide such insurance, the
Fund may invest more than 25% of its assets in securities insured by the same insurance company. If
a Fund invests in Municipal Securities backed by insurance companies and other financial
institutions, changes in the financial condition of these institutions could cause losses to the
Fund and affect share price. Letters of credit are issued by a third party, usually a bank, to
enhance liquidity and ensure repayment of principal and any accrued interest if the underlying
Municipal Bond should default. These credit enhancements do not guarantee payments or repayments
on the Municipal Securities and a downgrade in the credit enhancer could affect the value of the
Municipal Security.
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Interest on Municipal Securities may give rise to a federal alternative minimum tax (AMT)
liability and may have other collateral federal income tax consequences. From time to time,
proposals have been introduced before Congress that would have the effect of reducing or
eliminating the current federal income tax exemption on municipal securities. If such a proposal
were enacted, the ability of the Fund to pay tax exempt interest dividends might be adversely
affected and the Fund would re-evaluate its investment objective and policies and consider changes
in its structure. There is a risk that some or all of the interest received by the Fund from
tax-exempt Municipal Securities might become taxable as a result of tax law changes or
determinations of the Internal Revenue Service (IRS).
Taxable municipal securities are debt securities issued by or on behalf of states and their
political subdivisions, the District of Columbia, and possessions of the United States, the
interest on which is not exempt from federal income tax.
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Investment Grade Debt Obligations.
Each Fund may invest in U.S. dollar-denominated debt
obligations issued or guaranteed by U.S. corporations or U.S. commercial banks, U.S.
dollar-denominated obligations of foreign issuers and debt obligations of foreign issuers
denominated in foreign currencies. Debt obligations include, among others, bonds, notes,
debentures and variable rate demand notes.
These obligations must meet minimum ratings criteria set forth for the Fund or, if unrated, be
of comparable quality. Bonds rated Baa or higher by Moodys Investors Service and/or BBB- or higher
by Standard & Poors or Fitch Ratings, Ltd are typically considered investment grade debt
obligations. The description of debt securities ratings may be found in Appendix A.
In choosing corporate debt securities on behalf of a Fund, portfolio managers may consider:
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general economic and financial conditions;
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the specific issuers (a) business and management, (b) cash flow, (c)
earnings coverage of interest and dividends, (d) ability to operate under adverse
economic conditions, (e) fair market value of assets, and (f) in the case of
foreign issuers, unique political, economic or social conditions applicable to
such issuers country; and,
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iii.
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other considerations deemed appropriate.
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Debt securities are subject to a variety of risks, such as interest rate risk, income risk,
prepayment risk, inflation risk, credit risk, currency risk and default risk.
Non-Investment Grade Debt Obligations (Junk Bonds).
Invesco Tax-Free Intermediate Fund may
invest up to 20% of its total assets in Municipal Securities which are junk bonds, and the interest
of which is exempt from federal income taxes (including the AMT).
Bonds rated Ba or below by Moodys and/or BB or below by S&P or Fitch Ratings, Ltd are
typically considered non- investment grade or junk bonds. Analysis of the creditworthiness of
junk bond issuers is more complex than that of investment-grade issuers and the success of the
Funds adviser in managing these decisions is more dependent upon its own credit
15
analysis than is
the case with investment-grade bonds. Description of debt securities ratings are found in Appendix
A.
The capacity of junk bonds to pay interest and repay principal is considered speculative.
While junk bonds may provide an opportunity for greater income and gains, they are subject to
greater risks than higher-rated debt securities. The prices of and yields on junk bonds may
fluctuate to a greater extent than those of higher-rated debt securities. Junk bonds are generally
more sensitive to individual issuer developments, economic conditions and regulatory changes than
higher-rated bonds. Issuers of junk bonds are often issued by smaller, less-seasoned companies or
companies that are highly leveraged with more traditional methods of financing unavailable to them.
Junk bonds are generally at a higher risk of default because such issues are often unsecured or
otherwise subordinated to claims of the issuers other creditors. If a junk bond issuer defaults,
a Fund may incur additional expenses to seek recovery. The secondary markets in which junk bonds
are traded may be thin and less liquid than the market for higher-rated debt securities and a Fund
may have difficulty selling certain junk bonds at the desired time and price. Less liquidity in
secondary trading markets could adversely affect the price at which a Fund could sell a particular
junk bond, and could cause large fluctuations in the net asset value of that Funds shares. The
lack of a liquid secondary market may also make it more difficult for a Fund to obtain accurate
market quotations in valuing junk bond assets and elements of judgment may play a greater role in
the valuation.
Structured Notes and Indexed Securities.
Structured notes and indexed securities may entail a
greater degree of market risk than other types of debt securities because the investor bears the
risk of the reference instrument. Structured notes or indexed securities also may be more volatile,
less liquid, and more difficult to accurately price than less complex securities and instruments or
more traditional debt securities. In addition to the credit risk of the structured note or indexed
securitys issuer and the normal risks of price changes in response to changes in interest rates,
the principal amount of structured notes or indexed securities may decrease as a result of changes
in the value of the underlying reference instruments. Further, in the case of certain structured
notes or indexed securities in which the interest rate, or exchange rate in the case of currency,
is linked to a referenced instrument, the rate may be increased or decreased or the terms may
provide that, under certain circumstances, the principal amount payable on maturity may be reduced
to zero resulting in a loss to the Fund.
Other Investments
Other Investment Companies
. Unless otherwise indicated in this SAI or a Funds prospectus,
each Fund may purchase shares of other investment companies, including exchange-traded funds. For
each Fund, the 1940 Act imposes the following restrictions on investments in other investment
companies: (i) a Fund may not purchase more than 3% of the total outstanding voting stock of
another investment company; (ii) a Fund may not invest more than 5% of its total assets in
securities issued by another investment company; and (iii) a Fund may not invest more than 10% of
its total assets in
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securities issued by other investment companies. The 1940 Act and related
rules provide certain exemptions from these restrictions. For example, under certain conditions, a
Fund may acquire an unlimited amount of shares of mutual funds that are part of the same group of
investment companies as the acquiring fund. In addition, these restrictions do not apply to
investments by the Funds in investment companies
that are money market funds, including money market funds that have Invesco or an affiliate of
Invesco as an investment adviser (the Affiliated Money Market Funds).
When a Fund purchases shares of another investment company, including an Affiliated Money
Market Fund, the Fund will indirectly bear its proportionate share of the advisory fees and other
operating expenses of such investment company and will be subject to the risks associated with the
portfolio investments of the underlying investment company.
Variable or Floating Rate Instruments
. Each Fund may invest in Municipal Securities which
have variable or floating rate instruments.
Variable or floating rate instruments are securities that provide for a periodic adjustment in
the interest rate paid on the obligation. The interest rates for securities with variable interest
rates are readjusted on set dates (such as the last day of the month or calendar quarter) and the
interest rates for securities with floating rates are reset whenever a specified interest rate
change occurs. Variable or floating interest rates generally reduce changes in the market price of
securities from their original purchase price because, upon readjustment, such rates approximate
market rates. Accordingly, as market interest rates decrease or increase, the potential for
capital appreciation or depreciation is less for variable or floating rate securities than for
fixed rate obligations. Many securities with variable or floating interest have a demand feature
allowing the Fund to demand payment of principal and accrued interest prior to its maturity. The
terms of such demand instruments require payment of principal and accrued interest by the issuer, a
guarantor, and/or a liquidity provider. All variable or floating rate instruments will meet the
applicable rating standards of the Funds. The Funds adviser, or sub-adviser, as applicable, may
determine that an unrated floating rate or variable rate demand obligation meets the Funds rating
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standards by reason of being backed by a letter of credit or guarantee issued by a bank that meets
those rating standards.
Participation Notes
. A Fund may invest in participation notes. Participation notes, also
known as participation certificates, are issued by banks or broker-dealers and are designed to
replicate the performance of foreign companies or foreign securities markets and can be used by the
Fund as an alternative means to access the securities market of a country. The performance results
of participation notes will not replicate exactly the performance of the foreign company or foreign
securities market that they seek to replicate due to transaction and other expenses. Investments
in participation notes involve the same risks associated with a direct investment in the underlying
foreign companies or foreign securities market that they seek to replicate. Participation notes
are generally traded over-the-counter and are subject to counterparty risk. Counterparty risk is
the risk that the broker-dealer or bank that issues them will not fulfill its contractual
obligation to complete the transaction with the Fund. Participation notes constitute general
unsecured contractual obligations of the banks or broker-dealers that issue them, and a Fund is
relying on the creditworthiness of such banks or broker-dealers and has no rights under a
participation note against the issuer of the underlying assets.
Investment Techniques
Forward Commitments, When-Issued and Delayed Delivery Securities
. Each Fund may purchase or
sell securities on a forward commitment, when-issued or delayed-delivery basis.
Forward commitments, when-issued or delayed-delivery basis means that delivery and payment
take place in the future after the date of the commitment to purchase or sell the securities at a
pre-determined price and/or yield. Settlement of such transactions normally occurs a month or more
after the purchase or sale commitment is made. Typically, no interest accrues to the purchaser
until the security is delivered. Forward commitments also include To be announced (TBA)
synthetic securities, which are contracts for the purchase or sale of mortgage-backed securities to
be delivered at a future agreed upon date, whereby the specific mortgage
pool numbers or the number of pools that will be delivered to fulfill the trade obligation or terms
of the contract are unknown at the time of the trade. A Fund may also enter into buy/sell back
transactions (a form of delayed delivery agreement). In a buy/sell back transaction, a Fund enters
a trade to sell securities at one price and simultaneously enters a trade to buy the same
securities at another price for settlement at a future date. Although a Fund generally
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intends to
acquire or dispose of securities on a forward commitment, when-issued or delayed delivery basis, a
Fund may sell these securities or its commitment before the settlement date if deemed advisable.
When purchasing a security on a forward commitment, when-issued or delayed-delivery basis, a
Fund assumes the rights and risks of ownership of the security, including the risk of price and
yield fluctuation, and takes such fluctuations into account when determining its net asset value.
Securities purchased on a forward commitment, when-issued or delayed-delivery basis are subject to
changes in value based upon the publics perception of the creditworthiness of the issuer and
changes, real or anticipated, in the level of interest rates. Accordingly, securities acquired on
such a basis may expose a Fund to risks because they may experience such fluctuations prior to
actual delivery. Purchasing securities on a forward commitment, when-issued or delayed delivery
basis may involve the additional risk that the yield available in the market when the delivery
takes place actually may be higher than that obtained in the transaction itself.
Investment in these types of securities may increase the possibility that the Fund will incur
short-term gains subject to federal taxation or short-term losses if the Fund must engage in
portfolio transactions in order to honor its commitment. Until the settlement date, a Fund will
segregate liquid assets of a dollar value sufficient at all times to make payment for the forward
commitment, when-issued or delayed delivery transactions. Such segregated liquid assets will be
marked-to-market daily, and the amount segregated will be increased if necessary to maintain
adequate coverage of the delayed delivery commitments. No additional forward, when-issued or
delayed delivery commitments will be made by a Fund if, as a result, more than 25% of the Funds
total assets would become so committed. The delayed delivery securities, which will not begin to
accrue interest or dividends until the settlement date, will be recorded as an asset of a Fund and
will be subject to the risk of market fluctuation. The purchase price of the delayed delivery
securities is a liability of a Fund until settlement.
Short Sales.
Invesco Tax-Free Intermediate Fund engages in short sales. A Fund will not sell
a security short if, as a result of such short sale, the aggregate market value of all securities
sold short exceeds 10% of the Funds total assets. This limitation does not apply to short sales
against the box.
A short sale involves the sale of a security which a Fund does not own in the hope of
purchasing the same security at a later date at a lower price. To make delivery to the buyer, a
Fund must borrow the security from a broker. The Fund normally closes a short sale by purchasing an
equivalent number of shares of the borrowed security on the open market and delivering them to the
broker. A short sale is typically effected when the Funds adviser believes that the price of a
particular security will decline. Open short positions using futures or forward foreign currency
contracts are not deemed to constitute selling securities short.
To secure its obligation to deliver the securities sold short to the broker, a Fund will be
required to deposit cash or liquid securities with the broker. In addition, the Fund may have to
pay a premium to borrow the securities, and while the loan of the security sold short is
outstanding, the Fund is required to pay to the broker the amount of any dividends paid on shares
sold short. In addition to maintaining collateral with the broker, a Fund will set aside an amount
of cash or liquid securities equal to the difference, if any, between the current market value of
the securities sold short and any cash or liquid securities deposited as collateral with the
broker-dealer in connection with the short sale. The collateral will be marked to market daily.
The amounts deposited with the broker or segregated with the custodian do not have the effect of
limiting the amount of money that the Fund may lose on a short sale. Short sale transactions
covered in this manner are not considered senior securities and are not subject to the Funds fundamental
investment limitations on senior securities and borrowings.
Short positions create a risk that a Fund will be required to cover them by buying the
security at a time when the security has appreciated in value, thus resulting in a loss to the
Fund. A short position in a security poses more risk than holding the same security long. Because
a short position loses value as the securitys price increases, the loss on a short sale is
theoretically unlimited. The loss on a long position is limited to what the Fund originally paid
for the security together with any transaction costs.
19
The Fund may not always be able to borrow a
security the Fund seeks to sell short at a particular time or at an acceptable price. It is
possible that the market value of the securities the Fund holds in long positions will decline at
the same time that the market value of the securities the Fund has sold short increases, thereby
increasing the Funds potential volatility. Because the Fund may be required to pay dividends,
interest, premiums and other expenses in connection with a short sale, any benefit for the Fund
resulting from the short sale will be decreased, and the amount of any ultimate gain or loss will
be decreased or increased, respectively, by the amount of such expenses.
The Fund may also enter into short sales against the box. Short sales against the box are
short sales of securities that a Fund owns or has the right to obtain (equivalent in kind or amount
to the securities sold short). If a Fund enters into a short sale against the box, it will be
required to set aside securities equivalent in kind and amount to the securities sold short (or
securities convertible or exchangeable into such securities) and will be required to hold such
securities while the short sale is outstanding. The Fund will incur transaction costs including
interest expenses, in connection with opening, maintaining, and closing short sales against the
box.
Short sales against the box result in a constructive sale and require a Fund to recognize
any taxable gain unless an exception to the constructive sale applies. See Dividends,
Distributions and Tax Matters Tax Matters Tax Treatment of Portfolio Transaction Options,
futures, forward contracts, swap agreements and hedging transactions.
Margin Transactions
. None of the Funds will purchase any security on margin, except that each
Fund may obtain such short-term credits as may be necessary for the clearance of purchases and
sales of portfolio securities. The payment by a Fund of initial or variation margin in connection
with futures or related options transactions will not be considered the purchase of a security on
margin.
Interfund Loans
. The SEC has issued an exemptive order permitting the Invesco Funds to borrow
money from and lend money to each other for temporary or emergency purposes. The Invesco Funds
interfund lending program is subject to a number of conditions, including the requirements that:
(1) an interfund loan will generally only occur if the interest rate on the loan is more favorable
to the borrowing fund than the interest rate typically available from a bank for a comparable
transaction and the rate is more favorable to the lending fund than the rate available on overnight
repurchase transactions; (2) an Invesco Fund may not lend more than 15% of its net assets through
the program (measured at the time of the last loan); and (3) an Invesco Fund may not lend more than
5% of its net assets to another Invesco Fund through the program (measured at the time of the
loan). A Fund may participate in the program only if and to the extent that such participation is
consistent with the Funds investment objective and investment policies. Interfund loans have a
maximum duration of seven days. Loans may be called with one days notice and may be repaid on any
day.
Borrowing.
The Funds may borrow money to the extent permitted under Fund Policies. Such
borrowings may be utilized (i) for temporary or emergency purposes; (ii) in anticipation of or in
response to adverse market conditions; or, (iii) for cash management purposes. Invesco High Income
Municipal Fund and Invesco Tax-Free Intermediate Fund may also borrow money to purchase additional
securities when Invesco or the Sub-Adviser deems it
advantageous to do so. All borrowings are limited to an amount not exceeding 33 1/3% of a
Funds total assets (including the amount borrowed) less liabilities (other than borrowings). Any
borrowings that exceed this amount will be reduced within three business days to the extent
necessary to comply with the 33 1/3% limitation even if it is not advantageous to sell securities
at that time.
If there are unusually heavy redemptions, a Fund may have to sell a portion of its investment
portfolio at a time when it may not be advantageous to do so. Selling Fund securities under these
circumstances may result in a lower net asset value per share or decreased dividend income, or
both. Invesco and the Sub-Advisers believe that, in the event of abnormally heavy redemption
requests, a Funds borrowing ability would help to mitigate any such effects and could make the
forced sale of their portfolio securities less likely.
20
The ability of the Funds to borrow money to purchase additional securities gives these Funds
greater flexibility to purchase securities for investment or tax reasons and not to be dependent on
cash flows. To the extent borrowing costs exceed the return on the additional investments, the
return realized by the Funds shareholders will be adversely affected. The Funds borrowing to
purchase additional securities creates an opportunity for a greater total return to the Fund, but,
at the same time, increases exposure to losses. The Funds willingness to borrow money for
investment purposes, and the amount it borrows depends upon many factors, including investment
outlook, market conditions and interest rates. Successful use of borrowed money to purchase
additional investments depends on Invescos or the Sub-Advisers ability to predict correctly
interest rates and market movements; such a strategy may not be successful during any period in
which it is employed.
The Funds may borrow from a bank, broker-dealer, or an Invesco Fund. Additionally, the Funds
are permitted to temporarily carry a negative or overdrawn balance in their account with their
custodian bank. To compensate the custodian bank for such overdrafts, the Funds may either (i)
leave Funds as a compensating balance in their account so the custodian bank can be compensated by
earning interest on such Funds; or (ii) compensate the custodian bank by paying it an agreed upon
rate. A Fund may not purchase additional securities when any borrowings from banks or
broker-dealers exceed 5% of the Funds total assets or when any borrowings from an Invesco Fund are
outstanding.
Lending Portfolio Securities
. Each Fund may each lend its portfolio securities (principally
to broker-dealers) to generate additional income. Such loans are callable at any time and are
continuously secured by segregated collateral equal to no less than the market value, determined
daily, of the loaned securities. Such collateral will be cash, letters of credit, or debt
securities issued or guaranteed by the U.S. Government or any of its agencies. Each Fund may lend
portfolio securities to the extent of one-third of its total assets. A Fund will loan its
securities only to parties that Invesco has determined are in good standing and when, in Invescos
judgment, the income earned would justify the risks.
A Fund will not have the right to vote securities while they are on loan, but it can call a
loan in anticipation of an important vote. The Fund would receive income in lieu of dividends on
loaned securities and may, at the same time, generate income on the loan collateral or on the
investment of any cash collateral.
If the borrower defaults on its obligation to return the securities loaned because of
insolvency or other reasons, the Fund could experience delays and costs in recovering securities
loaned or gaining access to the collateral. If the Fund is not able to recover the securities
loaned, the Fund may sell the collateral and purchase a replacement security in the market. Lending
securities entails a risk of loss to the Fund if and to the extent that the market value of the
loaned securities increases and the collateral is not increased accordingly.
Any cash received as collateral for loaned securities will be invested, in accordance with
a Funds investment guidelines, in short-term money market instruments or Affiliated Money
Market Funds. Investing this cash subjects that investment to market appreciation or depreciation.
For purposes of determining whether a Fund is complying with its investment policies, strategies
and restrictions, the Fund will consider the loaned securities as assets of the Fund, but will not
consider any collateral received as a Fund asset. The Fund will bear any loss on the investment of
cash collateral.
For a discussion of tax considerations relating to lending portfolio securities, see
Dividends, Distributions and Tax Matters Tax Matters Tax Treatments of Portfolio Transaction
- Securities lending.
Repurchase Agreements.
Each Fund may engage in repurchase agreement transactions involving
the types of securities in which it is permitted to invest. Repurchase agreements are agreements
under which a Fund acquires ownership of a security from a broker-dealer or bank that agrees to
repurchase the security at a mutually agreed upon time and price (which is higher than the
21
purchase
price), thereby determining the yield during a Funds holding period. A Fund may enter into a
continuing contract or open repurchase agreement under which the seller is under a continuing
obligation to repurchase the underlying securities from the Fund on demand and the effective
interest rate is negotiated on a daily basis. Repurchase agreements may be viewed as loans made by
a Fund which are collateralized by the securities subject to repurchase.
If the seller of a repurchase agreement fails to repurchase the security in accordance with
the terms of the agreement, a Fund might incur expenses in enforcing its rights, and could
experience a loss on the sale of the underlying security to the extent that the proceeds of the
sale including accrued interest are less than the resale price provided in the agreement, including
interest. In addition, although the Bankruptcy Code and other insolvency laws may provide certain
protections for some types of repurchase agreements, if the seller of a repurchase agreement should
be involved in bankruptcy or insolvency proceedings, a Fund may incur delay and costs in selling
the underlying security or may suffer a loss of principal and interest if the value of the
underlying security declines. The securities underlying a repurchase agreement will be
marked-to-market every business day so that the value of such securities is at least equal to the
investment value of the repurchase agreement, including any accrued interest thereon.
The Funds may invest their cash balances in joint accounts with other Invesco Funds for the
purpose of investing in repurchase agreements with maturities not to exceed 60 days, and in certain
other money market instruments with remaining maturities not to exceed 90 days. Repurchase
agreements are considered loans by a Fund under the 1940 Act.
Restricted and Illiquid Securities
. Invesco Tax-Free Intermediate Fund may invest up to 15%
of its net assets in securities that are illiquid. Invesco Tax-Exempt Cash Fund may invest up to
5% of its net assets in securities that are illiquid.
Illiquid securities are securities that cannot be disposed of within seven days in the normal
course of business at approximately the price at which they are valued. Illiquid securities may
include a wide variety of investments, such as: (1) repurchase agreements maturing in more than
seven days (unless the agreements have demand/redemption features); (2) over-the counter (OTC)
options contracts and certain other derivatives (including certain swap agreements); (3) fixed time
deposits that are not subject to prepayment or that provide for withdrawal penalties upon
prepayment (other than overnight deposits); (4) loan interests and other direct debt instruments;
(5) municipal lease obligations; (6) commercial paper issued pursuant to Section 4(2) of the
Securities Act of 1933, as amended (the 1933 Act); and (7) securities that are unregistered, that
can be sold to qualified institutional buyers in accordance with Rule 144A under the 1933 Act, or
that are exempt from registration under the 1933 Act or otherwise restricted under the federal
securities laws.
Limitations on the resale of restricted securities may have an adverse effect on their
marketability, which may prevent a Fund from disposing of them promptly at reasonable prices. The
Fund may have to bear the expense of registering such securities for resale, and the risk of
substantial delays in effecting such registrations. A Funds difficulty valuing and selling
illiquid securities may result in a loss or be costly to the Fund.
If a substantial market develops for a restricted security or other illiquid investment held
by a Fund, it may be treated as a liquid security, in accordance with procedures and guidelines
approved by the Board. While Invesco monitors the liquidity of restricted securities on a daily
basis, the Board oversees and retains ultimate responsibility for Invescos liquidity
determinations. Invesco considers various factors when determining whether a security is liquid,
including the frequency of trades, availability of quotations and number of dealers or qualified
institutional buyers in the market.
Reverse Repurchase Agreements.
Each Fund may engage in reverse repurchase agreements.
22
Reverse repurchase agreements are agreements that involve the sale of securities held by a
Fund to financial institutions such as banks and broker-dealers, with an agreement that the Fund
will repurchase the securities at an agreed upon price and date. During the reverse repurchase
agreement period, the Fund continues to receive interest and principal payments on the securities
sold. A Fund may employ reverse repurchase agreements (i) for temporary emergency purposes, such
as to meet unanticipated net redemptions so as to avoid liquidating other portfolio securities
during unfavorable market conditions; (ii) to cover short-term cash requirements resulting from the
timing of trade settlements; or (iii) to take advantage of market situations where the interest
income to be earned from the investment of the proceeds of the transaction is greater than the
interest expense of the transaction.
Reverse repurchase agreements involve the risk that the market value of securities to be
purchased by the Fund may decline below the price at which the Fund is obligated to repurchase the
securities, or that the other party may default on its obligation, so that the Fund is delayed or
prevented from completing the transaction. At the time the Fund enters into a reverse repurchase
agreement, it will segregate, and maintain, liquid assets having a dollar value equal to the
repurchase price. In the event the buyer of securities under a reverse repurchase agreement files
for bankruptcy or becomes insolvent, a Funds use of the proceeds from the sale of the securities
may be restricted pending a determination by the other party, or its trustee or receiver, whether
to enforce the Funds obligation to repurchase the securities. Reverse repurchase agreements are
considered borrowings by a Fund under the 1940 Act
Sale of Money Market Securities.
The Funds do not seek profits through short-term trading and
will generally hold portfolio securities to maturity. However, the Adviser and/or Sub-Adviser may
seek to enhance the yield of the Fund by taking advantage of yield disparities that occur in the
money markets. For example, market conditions frequently result in similar securities trading at
different prices. Also, there frequently are differences in yields between various types of money
market securities. The Adviser and/or Sub-Adviser may dispose of any portfolio security prior to
its maturity if such disposition and reinvestment of proceeds are expected to enhance yield
consistent with the Advisers and/or Sub-Advisers judgment as to desirable portfolio maturity
structure. The Adviser and/or Sub-Adviser may also dispose of any portfolio security prior to
maturity to meet redemption requests, and as a result of a revised credit evaluation of the issuer
or other circumstances or considerations. This procedure may increase or decrease the Funds yield
depending upon the Advisers and/or Sub-Advisers ability to correctly time and execute such
transactions. The Funds policy of investing in securities with maturities of 397 days or less
will result in high portfolio turnover. Since brokerage commissions are not normally paid on
investments of the type made by the Fund, the high turnover should not adversely affect the Funds
net income.
Derivatives
A derivative is a financial instrument whose value is dependent upon the value of other
assets, rates or indices, referred to as an underlying reference. These underlying references may
include commodities, stocks, bonds, interest rates, currency exchange rates or related indices.
Derivatives include swaps, options, warrants, futures and forward foreign currency contracts. Some
derivatives, such as futures and certain options, are traded on U.S. commodity or securities
exchanges, while other derivatives, such as swap agreements, are privately negotiated and entered
into in the OTC market.
23
Derivatives may be used for hedging, which means that they may be used when the portfolio
manager seeks to protect the Funds investments from a decline in value, which could result from
changes in interest rates, market prices, currency fluctuations and other market factors.
Derivatives may also be used when the portfolio manager seeks to increase liquidity, implement a
tax or cash management strategy, invest in a particular stock, bond or segment of the market in a
more efficient or less expensive way, modify the characteristics of the Funds portfolio
investments, for example, duration, and/or to enhance return. However derivatives are used, their
successful use is not assured and will depend upon the portfolio managers ability to predict and
understand relevant market movements.
Because certain derivatives involve leverage, that is, the amount invested may be smaller than
the full economic exposure of the derivative instrument and the Fund could lose more than it
invested, federal securities laws, regulations and guidance may require the Fund to earmark assets
to reduce the risks associated with derivatives or to otherwise hold instruments that offset the
Funds obligations under the derivatives instrument. This process is known as cover. A Fund will
not enter into any derivative transaction unless it can comply with SEC guidance regarding cover,
and, if SEC guidance so requires, a Fund will earmark cash or liquid assets with a value sufficient
to cover its obligations under a derivative transaction or otherwise cover the transaction in
accordance with applicable SEC guidance. If a large portion of a Funds assets is used for cover,
it could affect portfolio management or the Funds ability to meet redemption requests or other
current obligations. The leverage involved in certain derivative transactions may result in a
Funds net asset value being more sensitive to changes in the value of the related investment.
General risks associated with derivatives:
The use by the Funds of derivatives may involve certain risks, as described below.
Counterparty Risk:
OTC derivatives are generally governed by a single master agreement for
each counterparty. Counterparty risk refers to the risk that the counterparty under the agreement
will not live up to its obligations. An agreement may not contemplate delivery of collateral to
support fully a counterpartys contractual obligation; therefore, a Fund might need to rely on
contractual remedies to satisfy the counterpartys full obligation. As with any contractual remedy,
there is no guarantee that a Fund will be successful in pursuing such remedies, particularly in the
event of the counterpartys bankruptcy. The agreement may allow for netting of the counterpartys
obligations on specific transactions, in which case a Funds obligation or right will be the net
amount owed to or by the counterparty. The Fund will not enter into a derivative transaction with
any counterparty that Invesco and/or the Sub-Advisers believe does not have the financial resources
to honor its obligations under the transaction. Invesco monitors the financial stability of
counterparties. Where the obligations of the counterparty are guaranteed, Invesco monitors the
financial stability of the guarantor instead of the counterparty.
A Fund will not enter into a transaction with any single counterparty if the net amount owed
or to be received under existing transactions under the agreements with that counterparty would
exceed 5% of the Funds net assets determined on the date the transaction is entered into.
Leverage Risk:
Leverage exists when a Fund can lose more than it originally invests
because it purchases or sells an instrument or enters into a transaction without investing an
amount equal to the full economic exposure of the instrument or transaction. A Fund mitigates
leverage by segregating or earmarking assets or otherwise covers transactions that may give rise to
leverage.
Liquidity Risk:
The risk that a particular derivative is difficult to sell or liquidate. If
a derivative transaction is particularly large or if the relevant market is illiquid, it may not be
possible to initiate a transaction or liquidate a position at an advantageous time or price, which
may result in significant losses to the Fund.
Pricing Risk:
The risk that the value of a particular derivative does not move in tandem or as
otherwise expected relative to the corresponding underlying instruments.
24
Regulatory Risk:
The risk that a change in laws or regulations will materially impact a
security or market.
Tax Risks:
For a discussion of the tax considerations relating to derivative transactions,
see Dividends, Distributions and Tax Matters Tax Matters Tax Treatment of Portfolio
Transactions.
General risks of hedging strategies using derivatives:
The use by the Funds of hedging strategies involves special considerations and risks, as
described below.
Successful use of hedging transactions depends upon Invescos and the Sub-Advisers ability to
predict correctly the direction of changes in the value of the applicable markets and securities,
contracts and/or currencies. While Invesco and the Sub-Advisers are experienced in the use of
derivatives for hedging, there can be no assurance that any particular hedging strategy will
succeed.
In a hedging transaction, there might be imperfect correlation, or even no correlation,
between the price movements of an instrument used for hedging and the price movements of the
investments being hedged. Such a lack of correlation might occur due to factors unrelated to the
value of the investments being hedged, such as changing interest rates, market liquidity, and
speculative or other pressures on the markets in which the hedging instrument is traded.
Hedging strategies, if successful, can reduce risk of loss by wholly or partially offsetting
the negative effect of unfavorable price movements in the investments being hedged. However,
hedging strategies can also reduce opportunity for gain by offsetting the positive effect of
favorable price movements in the hedged investments.
Types of derivatives:
Swap Agreements.
Generally, swap agreements are contracts between a Fund and a brokerage
firm, bank, or other financial institution (the counterparty) for periods ranging from a few days
to multiple years. In a basic swap transaction, the Fund agrees with its counterparty to exchange
the returns (or differentials in returns) earned or realized on a particular asset such as an
equity or debt security, commodity, currency or interest rate, calculated with respect to a
notional amount. The notional amount is the set amount selected by the parties to use as the
basis on which to calculate the obligations that the parties to a swap agreement have agreed to
exchange. The parties typically do not exchange the notional amount. Instead, they agree to
exchange the returns that would be earned or realized if the notional amount were invested in given
investments or at given interest rates. Examples of returns that may be exchanged in a swap
agreement are those of a particular security, a particular fixed or variable interest rate, a
particular foreign currency, or a basket of securities representing a particular index. In some
cases, such as cross currency swaps, the swap agreement may require delivery (exchange) of
the entire notional value of one designated currency for another designated currency.
Numerous proposals have been made by various regulatory entities and rulemaking bodies to
regulate the OTC derivatives markets, including, specifically, credit default swaps. The Fund
cannot predict the outcome or final form of any of these proposals or if or when any of them would
become effective. However, any additional regulation or limitation on the OTC markets for
derivatives could materially and adversely impact the ability of the Fund to buy or sell OTC
derivatives, including credit default swaps.
Commonly used swap agreements include:
Credit Default Swaps (CDS):
An agreement between two parties where the first party agrees to
make one or more payments to the second party, while the second party assumes the risk of certain
defaults, generally a failure to pay or bankruptcy of the issuer on a referenced debt obligation.
CDS transactions are typically individually negotiated and structured. A Fund may enter into CDS to
create long or short exposure to domestic or foreign corporate debt securities or sovereign debt
securities.
25
A Fund may buy a CDS (buy credit protection). In this transaction the Fund makes a stream of
payments based on a fixed interest rate (the premium) over the life of the swap in exchange for a
counterparty (the seller) taking on the risk of default of a referenced debt obligation (the
Reference Obligation). If a credit event occurs for the Reference Obligation, the Fund would cease
making premium payments and it would deliver defaulted bonds to the seller. In return, the seller
would pay the notional value of the Reference Obligation to the Fund. Alternatively, the two
counterparties may agree to cash settlement in which the seller delivers to the Fund (buyer) the
difference between the market value and the notional value of the Reference Obligation. If no
event of default occurs, the Fund pays the fixed premium to the seller for the life of the
contract, and no other exchange occurs.
Alternatively, a Fund may sell a CDS (sell credit protection). In this transaction the Fund
will receive premium payments from the buyer in exchange for taking the risk of default of the
Reference Obligation. If a credit event occurs for the Reference Obligation
,
the buyer would cease
to make premium payments to the Fund and deliver the Reference Obligation to the Fund. In return,
the Fund would pay the notional value of the Reference Obligation to the buyer. Alternatively, the
two counterparties may agree to cash settlement in which the Fund would pay the buyer the
difference between the market value and the notional value of the Reference Obligation. If no
event of default occurs, the Fund receives the premium payments over the life of the contract, and
no other exchange occurs.
Credit Default Index (CDX):
A CDX is an index of CDS. CDX allow an investor to manage credit
risk or to take a position on a basket of credit entities (such as CDS or CMBS) in a more efficient
manner than transacting in single name CDS. If a credit event occurs in one of the underlying
companies, the protection is paid out via the delivery of the defaulted bond by the buyer of
protection in return for payment of the notional value of the defaulted bond by the seller of
protection or it may be settled through a cash settlement between the two parties. The underlying
company is then removed from the index. New series of CDX are issued on a regular basis. A
Commercial Mortgage-Backed Index (CMBX) is a type of CDX made up of 25 tranches of commercial
mortgage-backed securities (See Debt Instruments Mortgage-Backed and Asset-Backed Securities)
rather than CDS. Unlike other CDX contracts where credit events are intended to capture an event of
default CMBX involves a pay-as-you-go (PAUG) settlement process designed to capture non-default
events that affect the cash flow of the reference obligation. PAUG involves ongoing, two-way
payments over the life of a contract between the buyer and the seller of protection and is designed
to closely mirror the cash flow of a portfolio of cash commercial mortgage-backed securities.
Currency Swap:
An agreement between two parties pursuant to which the parties exchange a U.S.
dollar-denominated payment for a payment denominated in a different currency.
Interest Rate Swap:
An agreement between two parties pursuant to which the parties exchange a
floating rate payment for a fixed rate payment based on a specified principal or notional amount.
In other words, Party A agrees to pay Party B a fixed interest rate and in return Party B agrees to
pay Party A a variable interest rate.
Total Return Swap:
An agreement in which one party makes payments based on a set rate, either
fixed or variable, while the other party makes payments based on the return of an underlying asset,
which includes both the income it generates and any capital gains.
Inflation Swaps.
Inflation swap agreements are contracts in which one party agrees to pay the
cumulative percentage increase in a price index, such as the Consumer Price Index, over the term of
the swap (with some lag on the referenced inflation index), and the other party pays a compounded
fixed rate. Inflation swap agreements may be used to protect the net asset value of a Fund against
an unexpected change in the rate of inflation measured by an inflation index. The value of
inflation swap agreements is expected to change in response to changes in real interest rates. Real
interest rates are tied to the relationship between nominal interest rates and the rate of
inflation.
Options
. Invesco Tax-Free Intermediate Fund may invest in options.
26
An option is a contract that gives the purchaser of the option, in return for the premium
paid, the right to buy from (in the case of a call) or sell to (in the case of a put) the writer of
the option at the exercise price during the term of the option (for American style options or on a
specified date for European style options), the security, currency or other instrument underlying
the option (or in the case of an index option the cash value of the index). Options on a CDS or a
Futures Contract (defined below) give the purchaser the right to enter into a CDS or assume a
position in a Futures Contract.
The value of an option position will reflect, among other things, the current market value of
the underlying investment, the time remaining until expiration, the relationship of the exercise
price to the market price of the underlying investment, the price volatility of the underlying
investment and general market and interest rate conditions.
A Fund will not write (sell) options if, immediately after such sale, the aggregate value of
securities or obligations underlying the outstanding options would exceed 20% of the Funds total
assets. A Fund will not purchase options if, immediately after such purchase, the aggregate
premiums paid for outstanding options would exceed 5% of the Funds total assets.
A Fund may effectively terminate its right or obligation under an option by entering into an
offsetting closing transaction. For example, a Fund may terminate its obligation under a call or
put option that it had written by purchasing an identical call or put option, which is known as a
closing purchase transaction. Conversely, a Fund may terminate a position in a put or call option
it had purchased by writing an identical put or call option, which is known as a closing sale
transaction. Closing transactions permit a Fund to realize profits or limit losses on an option
position prior to its exercise or expiration.
Options may be either listed on an exchange or traded in OTC markets. Listed options are
tri-party contracts (i.e., performance of the obligations of the purchaser and seller are
guaranteed by the exchange or clearing corporation) and have standardized strike prices and
expiration dates. OTC options are two-party contracts with negotiated strike prices and expiration
dates and differ from exchange-traded options in that OTC options are transacted with dealers
directly and not through a clearing corporation (which guarantees performance). In the case of OTC
options, there can be no assurance that a liquid secondary market will exist for any particular
option at any specific time; therefore the Fund may be required to treat some or all OTC options as
illiquid securities. Although a Fund will enter into OTC options only with dealers that are
expected to be capable of entering into closing transactions with it, there is no assurance that
the Fund will in fact be able to close out an OTC option position at a favorable price prior to
exercise or expiration. In the event of insolvency of the dealer, a Fund might be unable to close
out an OTC option position at any time prior to its expiration.
Types of Options:
Put Options on Securities
: A put option gives the purchaser the right to sell, to the writer,
the underlying security, contract or foreign currency at the stated exercise price at any time
prior to the expiration date of the option for American style options or on a specified date for
European style options, regardless of the market price or exchange rate of the security, contract
or foreign currency, as the case may be, at the time of exercise. If the purchaser exercises the
put option, the writer of a put option is obligated to buy the underlying security, contract or
foreign currency for the exercise price.
Call Options on Securities
: A call option gives the purchaser the right to buy, from the
writer, the underlying security, contract or foreign currency at the stated exercise price at any
time prior to the expiration of the option (for American style options) or on a specified date (for
European style options),
27
regardless of the market price or exchange rate of the security, contract
or foreign currency, as the case may be, at the time of exercise. If the purchaser exercises the
call option, the writer of a call option is obligated to sell to and deliver the underlying
security, contract or foreign currency to the purchaser of the call option for the exercise price.
Index Options
: Index options (or options on securities indices) give the holder the right to
receive, upon exercise, cash instead of securities, if the closing level of the securities index
upon which the option is based is greater than, in the case of a call, or less than, in the case of
a put, the exercise price of the option. The amount of cash is equal to the difference between the
closing price of the index and the exercise price of the call or put times a specified multiple
(the multiplier), which determines the total dollar value for each point of such difference.
The risks of investment in index options may be greater than options on securities. Because
index options are settled in cash, when a Fund writes a call on an index it cannot provide in
advance for its potential settlement obligations by acquiring and holding the underlying
securities. A Fund can offset some of the risk of writing a call index option by holding a
diversified portfolio of securities similar to those on which the underlying index is based.
However, the Fund cannot, as a practical matter, acquire and hold a portfolio containing exactly
the same securities that underlie the index and, as a result, bears the risk that the value of the
securities held will not be perfectly correlated with the value of the index.
CDS Option
: A CDS option transaction gives the holder the right to enter into a CDS at a
specified future date and under specified terms in exchange for a purchase price or premium. The
writer of the option bears the risk of any unfavorable move in the value of the CDS relative to the
market value on the exercise date, while the purchaser may allow the option to expire unexercised.
Options on Futures Contracts
: Invesco Tax-Free Intermediate Fund may purchase options on
Futures Contracts. Options on Futures Contracts give the holder the right to assume a position in
a Futures Contract (to buy the Futures Contract if the option is a call and to sell the Futures
Contract if the option is a put) at a specified exercise price at any time during the period of the
option.
Option Techniques:
Writing Options
. A Fund may write options to generate additional income and to seek to hedge
its portfolio against market or exchange rate movements. As the writer of an option, the Fund may
have no control over when the underlying instruments must be sold (in the case of a call option) or
purchased (in the case of a put option) because the option purchaser may notify
the Fund of exercise at any time prior to the expiration of the option (for American style
options). In general, options are rarely exercised prior to expiration. Whether or not an option
expires unexercised, the writer retains the amount of the premium.
If an option that a Fund has written expires, the Fund will realize a gain in the amount of
the premium; however, such gain may be offset by a decline in the market value of the underlying
security, contract or currency, held by the Fund during the option period. If a call option is
exercised, a Fund will realize a gain or loss from the sale of the underlying security, contract or
currency, which will be increased or offset by the premium received. The obligation imposed upon
the writer of an option is terminated upon the expiration of the option, or such earlier time at
which a Fund effects a closing purchase transaction by purchasing an option (put or call as the
case may be) identical to that previously sold.
28
Purchasing Options
. A Fund may purchase a call option for the purpose of acquiring the
underlying security, contract or currency for its portfolio, or on underlying securities, contracts
or currencies against which it has written other call options. The Fund is not required to own the
underlying security in order to purchase a call option. If the Fund does not own the underlying
position, the purchase of a call option would enable a Fund to acquire the security, contract or
currency at the exercise price of the call option plus the premium paid. So long as it holds a
call option, rather than the underlying security, contract or currency itself, the Fund is
partially protected from any unexpected increase in the market price of the underlying security,
contract or currency. If the market price does not exceed the exercise price, the Fund could
purchase the security on the open market and could allow the call option to expire, incurring a
loss only to the extent of the premium paid for the option.
Straddles/Spreads/Collars
.
Spread and straddle options transactions.
In spread transactions, a Fund buys and writes a
put or buys and writes a call on the same underlying instrument with the options having different
exercise prices, expiration dates, or both. In straddles, a Fund purchases a put option and a
call option or writes a put option and a call option on the same instrument with the same
expiration date and typically the same exercise price. When a Fund engages in spread and straddle
transactions, it seeks to profit from differences in the option premiums paid and received and in
the market prices of the related options positions when they are closed out or sold. Because these
transactions require the Fund to buy and/or write more than one option simultaneously, the Funds
ability to enter into such transactions and to liquidate its positions when necessary or deemed
advisable may be more limited than if the Fund were to buy or sell a single option. Similarly,
costs incurred by the Fund in connection with these transactions will in many cases be greater than
if the Fund were to buy or sell a single option.
Option Collars.
A Fund also may use option collars. A collar position combines a put
option purchased by the Fund (the right of the Fund to sell a specific security within a specified
period) with a call option that is written by the Fund (the right of the counterparty to buy the
same security) in a single instrument. The Funds right to sell the security is typically set at a
price that is below the counterpartys right to buy the security. Thus, the combined position
collars the performance of the underlying security, providing protection from depreciation below
the price specified in the put option, and allowing for participation in any appreciation up to the
price specified by the call option.
Warrants.
Invesco Tax-Free Intermediate Fund may purchase warrants.
A warrant gives the holder the right to purchase securities from the issuer at a specific
price within a certain time frame and is similar to a call option. The main difference between
warrants and call options is that warrants are issued by the company that will issue the underlying
security, whereas options are not issued by the company. Young, unseasoned companies often issue
warrants to finance their operations.
Futures Contracts.
Invesco Tax-Free Intermediate Fund may purchase Futures Contracts.
A Futures Contract is a two-party agreement to buy or sell a specified amount of a specified
security or currency (or delivery of a cash settlement price, in the case of certain futures such
as an index future or Eurodollar Future) for a specified price at a designated date, time and place
(collectively,
29
Futures Contracts). A sale of a Futures Contract means the acquisition of a
contractual obligation to deliver the underlying instrument or asset called for by the contract at
a specified price on a specified date. A purchase of a Futures Contract means the acquisition of
a contractual obligation to acquire the underlying instrument or asset called for by the contract
at a specified price on a specified date.
The Funds will only enter into Futures Contracts that are traded (either domestically or
internationally) on futures exchanges and are standardized as to maturity date and underlying
financial instrument. Futures exchanges and trading thereon in the United States are regulated
under the Commodity Exchange Act and by the Commodity Futures Trading Commission (CFTC). Foreign
futures exchanges and trading thereon are not regulated by the CFTC and are not subject to the same
regulatory controls. The Trust, on behalf of each Fund, has claimed an exclusion from the
definition of the term commodity pool operator under the Commodity Exchange Act and, therefore,
is not subject to registration or regulation as a pool operator under the act with respect to the
Funds.
Brokerage fees are incurred when a Futures Contract is bought or sold, and margin deposits
must be maintained at all times when a Futures Contract is outstanding. Margin for a Futures
Contracts is the amount of funds that must be deposited by a Fund in order to initiate Futures
Contracts trading and maintain its open positions in Futures Contracts. A margin deposit made when
the Futures Contract is entered (initial margin) is intended to ensure the Funds performance under
the Futures Contract. The margin required for a particular Futures Contract is set by the exchange
on which the Futures Contract is traded and may be significantly modified from time to time by the
exchange during the term of the Futures Contract.
Subsequent payments, called variation margin, received from or paid to the futures
commission merchant through which a Fund enters into the Futures Contract will be made on a daily
basis as the futures price fluctuates making the Futures Contract more or less valuable, a process
known as marking-to-market. When the Futures Contract is closed out, if the Fund has a loss equal
to or greater than the margin amount, the margin amount is paid to the futures commission merchant
along with any amount in excess of the margin amount; if the Fund has a loss of less than the
margin amount, the difference is returned to the Fund; or if the Fund has a gain, the margin amount
is paid to the Fund and the futures commission merchant pays the Fund any excess gain over the
margin amount.
Closing out an open Futures Contract is affected by entering into an offsetting Futures
Contract for the same aggregate amount of the identical financial instrument or currency and the
same delivery date. There can be no assurance, however, that a Fund will be able to enter into an
offsetting transaction with respect to a particular Futures Contract at a particular time. If a
Fund is not able to enter into an offsetting transaction, it will continue to be required to
maintain the margin deposits on the Futures Contract.
In addition, if a Fund were unable to liquidate a Futures Contract or an option on a Futures
Contract position due to the absence of a liquid secondary market or the imposition of price
limits, it could incur substantial losses. The Fund would continue to be subject to market risk
with respect to the position. In addition, except in the case of purchased options, the Fund would
continue to be required to make daily variation margin payments.
Types of Futures Contracts:
Index Futures:
A stock index Futures Contract is an exchange-traded contract that provides
for the delivery, at a designated date, time and place, of an amount of cash equal to a specified
dollar amount times the difference between the stock index value at the close of trading on the
date specified in the contract and the price agreed upon in the Futures Contract; no physical
delivery of stocks comprising the index is made.
Interest Rate Futures:
An interest-rate Futures Contract is an exchange-traded contact in
which the specified underlying security is either an interest-bearing fixed income security or an
inter-bank deposit. Two examples of common interest rate Futures Contracts are U.S. Treasury
futures and
30
Eurodollar Futures Contracts. The specified security for U.S. Treasury futures is a
U.S. Treasury security. The specified security for Eurodollar futures is the London Interbank
Offered Rate (Libor) which is a daily reference rate based on the interest rates at which banks
offer to lend unsecured funds to other banks in the London wholesale money market.
Security Futures:
A security Futures Contract is an exchange-traded contract to purchase or
sell, in the future, a specified quantity of a security (other than a Treasury security, or a
narrow-based securities index) at a certain price.
Forward Foreign Currency Contracts
. Each Fund may engage in forward foreign currency
transactions in anticipation of, or to protect itself against, fluctuations in exchange rates.
A forward foreign currency contract is an over the counter contract between two parties to buy
or sell a particular currency at a specified price at a future date. The parties may exchange
currency at the maturity of the forward foreign currency contract, or if the parties agree prior to
maturity, enter into a closing transaction involving the purchase or sale of an offsetting amount
of currency. Forward foreign currency contracts are traded over-the-counter, and not on organized
commodities or securities exchanges.
A Fund may enter into forward foreign currency contracts with respect to a specific purchase
or sale of a security, or with respect to its portfolio positions generally. The cost to a Fund of
engaging in forward foreign currency contracts varies with factors such as the currencies involved,
the length of the contract period, interest rate differentials and the prevailing market
conditions. Because forward foreign currency contracts are usually entered into on a principal
basis, no fees or commissions are involved. The use of forward foreign currency contracts does not
eliminate fluctuations in the prices of the underlying securities a Fund owns or intends to
acquire, but it does establish a rate of exchange in advance. While forward foreign currency
contract sales limit the risk of loss due to a decline in the value of the hedged currencies, they
also limit any potential gain that might result should the value of the currencies increase.
Limitations on Futures Contracts and Options on Futures Contracts and on Certain Options on
Currencies.
A Fund will enter into Futures Contracts for hedging purposes only. For example, Futures
Contracts may be sold to protect against a decline in the price of securities or currencies that
the Fund owns, or purchased to protect the Fund against an increase in the price of securities or
currencies it has committed to purchase or expects to purchase. Additionally, Futures Contracts
may be used to hedge against certain portfolio risks such as interest rate risk, yield curve risk
and currency exchange rates.
Fund Policies
Fundamental Restrictions.
Except as otherwise noted below, each Fund is subject to the
following investment restrictions, which may be changed only by a vote of such Funds outstanding
shares. Fundamental restrictions may be changed only by a vote of the lesser of (i)
67% or more of the Funds shares present at a meeting if the holders of more than 50% of the
outstanding shares are present in person or represented by proxy, or (ii) more than 50% of the
Funds outstanding shares. Any investment restriction that involves a maximum or minimum
percentage of securities or assets (other than with respect to borrowing) shall not be considered
to be violated unless an excess over or a deficiency under the percentage occurs immediately after,
and is caused by, an acquisition or disposition of securities or utilization of assets by the Fund.
(1) The Fund is a diversified company as defined in the 1940 Act. The Fund will not
purchase the securities of any issuer if, as a result, the Fund would fail to be a diversified
company within the meaning of the 1940 Act, and the rules and regulations promulgated thereunder,
as such statute, rules and regulations are amended from time to time or are interpreted from time
to time by the SEC staff
31
(collectively, the 1940 Act Laws and Interpretations) or except to the
extent that the Fund may be permitted to do so by exemptive order or similar relief (collectively,
with the 1940 Act Laws and Interpretations, the 1940 Act Laws, Interpretations and Exemptions). In
complying with this restriction, however, the Fund may purchase securities of other investment
companies to the extent permitted by the 1940 Act Laws, Interpretations and Exemptions.
(2) The Fund may not borrow money or issue senior securities, except as permitted by the 1940
Act Laws, Interpretations and Exemptions.
(3) The Fund may not underwrite the securities of other issuers. This restriction does not
prevent the Fund from engaging in transactions involving the acquisition, disposition or resale of
its portfolio securities, regardless of whether the Fund may be considered to be an underwriter
under the 1933 Act.
(4) The Fund will not make investments that will result in the concentration (as that term may
be defined or interpreted by the 1940 Act Laws, Interpretations and Exemptions) of its investments
in the securities of issuers primarily engaged in the same industry. This restriction does not
limit the Funds investments in (i) obligations issued or guaranteed by the U.S. Government, its
agencies or instrumentalities, or (ii) tax-exempt obligations issued by governments or political
subdivisions of governments, or (iii) with respect to Invesco Tax-Exempt Cash Fund, bank
instruments. In complying with this restriction, the Fund will not consider a bank-issued guaranty
or financial guaranty insurance as a separate security.
(5) The Fund may not purchase real estate or sell real estate unless acquired as a result of
ownership of securities or other instruments. This restriction does not prevent the Fund from
investing in issuers that invest, deal, or otherwise engage in transactions in real estate or
interests therein, or investing in securities that are secured by real estate or interests therein.
(6) The Fund may not purchase physical commodities or sell physical commodities unless
acquired as a result of ownership of securities or other instruments. This restriction does not
prevent the Fund from engaging in transactions involving futures contracts and options thereon or
investing in securities that are secured by physical commodities.
(7) The Fund may not make personal loans or loans of its assets to persons who control or are
under common control with the Fund, except to the extent permitted by 1940 Act Laws,
Interpretations and Exemptions. This restriction does not prevent the Fund from, among other
things, purchasing debt obligations, entering into repurchase agreements, loaning its assets to
broker-dealers or institutional investors, or investing in loans, including assignments and
participation interests.
(8) The Fund may, notwithstanding any other fundamental investment policy or limitation,
invest all of its assets in the securities of a single open-end management investment company with
substantially the same fundamental investment objectives, policies and restrictions
as the Fund.
(9) Under normal circumstances, Invesco Tax-Exempt Cash Fund and Invesco Tax-Free Intermediate
Fund will invest at least 80% of the value of its assets (as that term may be defined or
interpreted by the 1940 Act Laws, Interpretations and Exemptions) in investments the income from
which is exempt from federal income tax under regular tax rules.
The investment restrictions set forth above provide each of the Funds with the ability to
operate under new interpretations of the 1940 Act or pursuant to exemptive relief from the SEC
without receiving prior shareholder approval of the change. Even though each of the Funds has this
flexibility, the Board has adopted non-fundamental restrictions for each of the Funds relating to
certain of these restrictions which Invesco and, when applicable, the Sub-Advisers must follow in
managing the Funds. Any changes to these non-fundamental restrictions, which are set forth below,
require the approval of the Board.
32
Non-Fundamental Restrictions
. Non-fundamental restrictions may be changed for any Fund
without shareholder approval. The non-fundamental investment restrictions listed below apply to
each of the Funds unless otherwise indicated.
(1) In complying with the fundamental restriction regarding issuer diversification, the Fund
will not, with respect to 75% of its total assets (and for Invesco Tax-Exempt Cash Fund, with
respect to 100% of its total assets), purchase the securities of any issuer (other than securities
issued or guaranteed by the U.S. Government or any of its agencies or instrumentalities and
securities issued by other investment companies), if, as a result, (i) more than 5% of the Funds
total assets would be invested in the securities of that issuer, except as permitted by Rule 2a-7
under the 1940 Act, or (ii) the Fund would hold more than 10% of the outstanding voting securities
of that issuer. The Fund may purchase securities of other investment companies as permitted by the
1940 Act Laws, Interpretations and Exemptions.
In complying with the fundamental restriction regarding issuer diversification, any Fund that
invests in municipal securities will regard each state (including the District of Columbia and
Puerto Rico), territory and possession of the United States, each political subdivision, agency,
instrumentality and authority thereof, and each multi-state agency of which a state is a member as
a separate issuer. When the assets and revenues of an agency, authority, instrumentality or
other political subdivision are separate from the government creating the subdivision and the
security is backed only by assets and revenues of the subdivision, such subdivision would be deemed
to be the sole issuer. Similarly, in the case of an Industrial Development Bond or Private
Activity bond, if that bond is backed only by the assets and revenues of the non-governmental user,
then that non-governmental user would be deemed to be the sole issuer. However, if the creating
government or another entity guarantees a security, then to the extent that the value of all
securities issued or guaranteed by that government or entity and owned by the Fund exceeds 10% of
the Funds total assets, the guarantee would be considered a separate security and would be treated
as issued by that government or entity. Securities issued or guaranteed by a bank or subject to
financial guaranty insurance are not subject to the limitations set forth in the preceding
sentence.
(2) In complying with the fundamental restriction regarding industry concentration, the Fund
may invest up to 25% of its total assets in the securities of issuers whose principal business
activities are in the same industry.
(3) Notwithstanding the fundamental restriction with regard to engaging in transactions
involving futures contracts and options thereon or investing in securities that are secured by
physical commodities, the Fund currently may not invest in any security (including futures
contracts or options thereon) that is secured by physical commodities.
The Funds do not consider currencies or other financial commodities or contracts and
financial instruments to be physical commodities (which include, for example, oil, precious
metals and grains). Accordingly, the Funds will interpret the fundamental restriction and the
related non-fundamental restriction to permit the Funds, subject to each Funds investment
objectives and general investment policies (as stated in the Funds prospectuses and herein), to
invest directly in foreign currencies and other financial commodities and to purchase, sell or
enter into commodity futures contracts and options thereon, foreign currency forward contracts,
foreign currency options, currency-, commodity- and financial instrument-related swap agreements,
hybrid instruments, interest rate or securities-related or foreign currency-related hedging
instruments or other currency-, commodity- or financial instrument-related derivatives, subject to
compliance with any applicable provisions of the federal securities or commodities laws. The Funds
also will interpret their fundamental restriction regarding purchasing and selling physical
commodities and their related non-fundamental restriction to permit the Funds to invest in
exchange-traded funds that invest in physical and/or financial commodities, subject to the limits
described in the Funds prospectuses and herein.
33
(4) In complying with the fundamental restriction with regard to making loans, the Fund may
lend up to 33 1/3% of its total assets and may lend money to an Invesco Fund, on such terms and
conditions as the SEC may require in an exemptive order.
(5) Notwithstanding the fundamental restriction with regard to investing all assets in an
open-end fund, the Fund may not invest all of its assets in the securities of a single open-end
management investment company with the same fundamental investment objectives, policies and
restrictions as the Fund.
(6) The Fund may not acquire any securities of registered open-end investment companies or
registered unit investment trusts in reliance on Sections 12(d)(1)(F) or 12(d)(1)(G) of the 1940
Act.
For purposes of the foregoing, assets means net assets, plus the amount of any borrowings
for investment purposes. The Fund will provide written notice to its shareholders prior to any
change to this policy, as required by the 1940 Act Laws, Interpretations and Exemptions.
Portfolio Turnover
For the fiscal year ended February 29, 2012 and the fiscal period ended February 28, 2011, the
portfolio turnover rates for Invesco Tax-Free Intermediate Fund are presented in the table below.
Unless otherwise indicated, variations in turnover rate may be due to a fluctuating volume of
shareholder purchase and redemption orders, market conditions and/or changes in Invescos
investment outlook.
|
|
|
|
|
|
|
|
|
Turnover Rates
|
|
2012
|
|
2011
|
Invesco Tax-Free Intermediate Fund
|
|
|
11
|
%
|
|
|
18
|
%
|
Policies and Procedures for Disclosure of Fund Holdings
The Board has adopted policies and procedures with respect to the disclosure of the Funds
portfolio holdings (the Holdings Disclosure Policy). Invesco and the Board may amend the Holdings
Disclosure Policy at any time without prior notice. Details of the Holdings Disclosure Policy and
a description of the basis on which employees of Invesco and its affiliates may release information
about portfolio securities in certain contexts are provided below.
Public release of portfolio holdings.
The Funds disclose the following portfolio holdings
information on
www.invesco.com/us
1
:
|
|
|
|
1
|
|
To locate the Funds portfolio holdings go to
www.invesco.com/us
, click on the Products tab, then click on the Mutual Funds link, then
select the Fund from the drop down menu and click on the Overview tab. A link to the Funds
holdings is located under the heading Top Ten Holdings in
the middle of the Web site.
|
|
34
|
|
|
|
|
|
|
Approximate Date of
|
|
Information Remains
|
Information
|
|
Website Posting
|
|
Posted on Website
|
Top ten holdings as of month-end
|
|
15 days after month-end
|
|
Until replaced with
the following
months top ten
holdings
|
|
|
|
|
|
Select holdings included in the
Funds Quarterly Performance
Update
|
|
29 days after calendar
quarter-end
|
|
Until replaced with
the following
quarters Quarterly
Performance Update
|
|
|
|
|
|
Complete portfolio holdings as
of calendar quarter-end
|
|
30 days after calendar
quarter-end
|
|
For one year
|
|
|
|
|
|
Complete portfolio holdings as
of fiscal quarter-end
|
|
60-70 days after
fiscal quarter-end
|
|
For one year
|
These holdings are listed along with the percentage of the Funds net assets they represent.
Generally, employees of Invesco and its affiliates may not disclose such portfolio holdings until
one day after they have been posted on
www.invesco.com/us
. You may also obtain the
publicly available portfolio holdings information described above by contacting us at
1-800-959-4246.
Selective disclosure of portfolio holdings pursuant to non-disclosure agreement.
Employees of
Invesco and its affiliates may disclose non-public full portfolio holdings on a selective basis
only if the Internal Compliance Controls Committee (the ICCC) of Invesco approves the parties to
whom disclosure of non-public full portfolio holdings will be made. The ICCC must determine that
the proposed selective disclosure will be made for legitimate business purposes of the applicable
Fund and is in the best interest of the applicable Funds shareholders. In making such
determination, the ICCC will address any perceived conflicts of interest between shareholders of
such Fund and Invesco or its affiliates as part of granting its approval.
The Board exercises continuing oversight of the disclosure of Fund portfolio holdings by (1)
overseeing the implementation and enforcement of the Holdings Disclosure Policy and the Invesco
Funds Code of Ethics by the Chief Compliance Officer (or his designee) of Invesco and the Invesco
Funds and (2) considering reports and recommendations by the Chief Compliance Officer concerning
any material compliance matters (as defined in Rule 38a-1 under the 1940 Act and Rule 206(4)-7
under the Investment Advisers Act of 1940, as amended) that may arise in connection with the
Holdings Disclosure Policy. Pursuant to the Holdings Disclosure Policy, the Board reviews the
types of situations in which Invesco provides selective disclosure and approves situations
involving perceived conflicts of interest between shareholders of the applicable Fund and Invesco
or its affiliates brought to the Boards attention by Invesco.
Invesco discloses non-public full portfolio holdings information to the following persons in
connection with the day-to-day operations and management of the Invesco Funds:
|
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Attorneys and accountants;
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Securities lending agents;
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|
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Lenders to the Invesco Funds;
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Rating and rankings agencies;
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Persons assisting in the voting of proxies;
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|
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|
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Invesco Funds custodians;
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|
|
|
|
The Invesco Funds transfer agent(s) (in the event of a redemption in kind);
|
|
|
|
|
Pricing services, market makers, or other persons who provide systems or software
support in connection with Invesco Funds operations (to determine the price of
securities held by an Invesco Fund);
|
|
|
|
|
Financial printers;
|
35
|
|
|
Brokers identified by the Invesco Funds portfolio management team who provide
execution and research services to the team; and
|
|
|
|
|
Analysts hired to perform research and analysis to the Invesco Funds portfolio
management team.
|
In many cases, Invesco will disclose current portfolio holdings on a daily basis to these
persons. In these situations, Invesco has entered into non-disclosure agreements which provide
that the recipient of the portfolio holdings will maintain the confidentiality of such portfolio
holdings and will not trade on such information (Non-disclosure Agreements). Please refer to
Appendix B for a list of examples of persons to whom Invesco provides non-public portfolio holdings
on an ongoing basis.
Invesco will also disclose non-public portfolio holdings information if such disclosure is
required by applicable laws, rules or regulations, or by regulatory authorities having jurisdiction
over Invesco and its affiliates or the Funds.
The Holdings Disclosure Policy provides that Invesco will not request, receive or accept any
compensation (including compensation in the form of the maintenance of assets in any Fund or other
mutual fund or account managed by Invesco or one of its affiliates) for the selective disclosure of
portfolio holdings information.
Disclosure of certain portfolio holdings and related information without non-disclosure
agreement.
Invesco and its affiliates that provide services to the Funds, the Sub-Advisors and
each of their employees may receive or have access to portfolio holdings as part of the day to day
operations of the Funds.
From time to time, employees of Invesco and its affiliates may express their views orally or
in writing on one or more of the Funds portfolio securities or may state that a Fund has recently
purchased or sold, or continues to own, one or more securities. The securities subject to these
views and statements may be ones that were purchased or sold since a Funds most recent quarter-end
and therefore may not be reflected on the list of the Funds most recent quarter-end portfolio
holdings disclosed on the website. Such views and statements may be made to various persons,
including members of the press, brokers and other financial intermediaries that sell shares of the
Funds, shareholders in the applicable Fund, persons considering investing in the applicable Fund or
representatives of such shareholders or potential shareholders, such as fiduciaries of a 401(k)
plan or a trust and their advisers, and other entities for which Invesco or its affiliates provides
or may provide investment advisory services. The nature and content of the views and statements
provided to each of these persons may differ.
From time to time, employees of Invesco and its affiliates also may provide oral or written
information (portfolio commentary) about a Fund, including, but not limited to, how the Funds
investments are divided among various sectors, industries, countries, investment styles and
capitalization sizes, and among stocks, bonds, currencies and cash, security types, bond
maturities, bond coupons and bond credit quality ratings. This portfolio commentary may also
include information on how these various weightings and factors contributed to Fund performance.
Invesco may also provide oral or written information (statistical information) about various
financial characteristics of a Fund or its underlying portfolio securities including, but not
limited to, alpha, beta, R-squared, coefficient of determination, duration, maturity, information
ratio, sharpe ratio, earnings growth, payout ratio, price/book value, projected earnings growth,
return on equity, standard deviation, tracking error, weighted average quality, market
capitalization, percent debt to equity, price to cash flow, dividend yield or growth, default rate,
portfolio turnover, and risk and style characteristics. This portfolio commentary and statistical
information about a Fund may be based on the Funds portfolio as of the most recent quarter-end or
the end of some other interim period, such as month-end. The portfolio commentary and statistical
information may be provided to various persons, including those described in the
preceding paragraph. The nature and content of the information provided to each of these
persons may differ.
36
Disclosure of portfolio holdings by traders.
Additionally, employees of Invesco and its
affiliates may disclose one or more of the portfolio securities of a Fund when purchasing and
selling securities through broker-dealers, requesting bids on securities, obtaining price
quotations on securities, or in connection with litigation involving the Funds portfolio
securities. Invesco does not enter into formal Non-disclosure Agreements in connection with these
situations; however, the Funds would not continue to conduct business with a person who Invesco
believed was misusing the disclosed information.
Disclosure of portfolio holdings of other Invesco-managed products.
Invesco and its
affiliates manage products sponsored by companies other than Invesco, including investment
companies, offshore funds, and separate accounts. In many cases, these other products are managed
in a similar fashion to certain Invesco Funds (as defined herein) and thus have similar portfolio
holdings. The sponsors of these other products managed by Invesco and its affiliates may disclose
the portfolio holdings of their products at different times than Invesco discloses portfolio
holdings for the Invesco Funds.
Disclosure of portfolio holdings of Invesco Tax-Exempt Cash Fund
. Information concerning the
Invesco Tax-Exempt Cash Funds portfolio holdings, as well as its dollar-weighted average portfolio
maturity as of the last business day of the preceding month, is posted on the Trusts website no
later than five business days after the end of the month and remain posted on the website for six
months thereafter. In addition, the Trust files monthly with the Securities and Exchange
Commission portfolio holdings and other information about the Tax-Exempt Cash Funds portfolio as
of the last business day of the preceding month within five business days of the end of each month.
This information will be made public 60 days following month-end.
MANAGEMENT OF THE TRUST
Board of Trustees
The Trustees and officers of the Trust, their principal occupations during at least the last
five years and certain other information concerning them are set forth in Appendix C.
Qualifications and Experience
. In addition to the information set forth in Appendix C, the
following sets forth additional information about the qualifications and experiences of each of the
Trustees.
Interested Persons
Martin L. Flanagan, Trustee
Martin L. Flanagan has been a member of the Board of Trustees of the Invesco Funds and their
predecessor funds since 2007. Mr. Flanagan is president and chief executive officer of Invesco
Ltd., a position he has held since August 2005. He is also a member of the Board of Directors of
Invesco Ltd.
Mr. Flanagan joined Invesco Ltd. from Franklin Resources, Inc., where he was president and
co-chief executive officer from January 2004 to July 2005. Previously he had been Franklins
co-president from May 2003 to January 2004, chief operating officer and chief financial officer
from November 1999 to May 2003, and senior vice president and chief financial officer from 1993
until November 1999.
Mr. Flanagan served as director, executive vice president and chief operating officer of
Templeton, Galbraith & Hansberger, Ltd. before its acquisition by Franklin in 1992. Before joining
Templeton in 1983, he worked with Arthur Anderson & Co.
Mr. Flanagan is a chartered financial analyst and a certified public accountant. He serves as
vice chairman of the Investment Company Institute and a member of the executive board at the SMU
Cox School of Business.
37
The Board believes that Mr. Flanagans long experience as an executive in the investment
management area benefits the Funds.
Philip A. Taylor, Trustee
Philip A. Taylor has been a member of the Board of Trustees of the Invesco Funds and their
predecessor funds since 2006. Mr. Taylor has headed Invescos North American retail business as
Senior Managing Director since April 2006. He previously served as chief executive officer of
Invesco Trimark Investments since January 2002.
Mr. Taylor joined Invesco in 1999 as senior vice president of operations and client services
and later became executive vice president and chief operating officer.
Mr. Taylor was president of Canadian retail broker Investors Group Securities from 1994 to
1997 and managing partner of Meridian Securities, an execution and clearing broker, from 1989 to
1994. He held various management positions with Royal Trust, now part of Royal Bank of Canada, from
1982 to 1989. He began his career in consumer brand management in the U.S. and Canada with
Richardson-Vicks, now part of Procter & Gamble.
The Board believes that Mr. Taylors long experience in the investment management business
benefits the Funds.
Wayne W. Whalen, Trustee
Wayne W. Whalen has been a member of the Board of Trustees of the Invesco Funds and their
predecessor funds since 2010.
Mr. Whalen is Of Counsel, and prior to 2010, Partner in the law firm of Skadden, Arps, Slate,
Meagher & Flom LLP.
Mr. Whalen is a Director of the Abraham Lincoln Presidential Library Foundation. From 1995 to
2010, Mr. Whalen served as Director or Trustee of investment companies in the Van Kampen Funds
complex.
The Board believes that Mr. Whalens experience as a law firm Partner and his experience as a
director of investment companies benefits the Funds.
Independent Trustees
David C. Arch, Trustee
David C. Arch has been a member of the Board of Trustees of the Invesco Funds and their
predecessor funds since 2010.
Currently, Mr. Arch is the Chairman and Chief Executive Officer of Blistex, Inc., a consumer
health care products manufacturer. Mr. Arch is a member of the Heartland Alliance Advisory Board,
a nonprofit organization serving human needs based in Chicago and member of the Board of the
Illinois Manufacturers Association. Mr. Arch is also a member of the Board of Visitors, Institute
for the Humanities, University of Michigan. From 1984 to 2010, Mr. Arch served as Director or
Trustee of investment companies in the Van Kampen Funds complex.
The Board believes that Mr. Archs experience as the CEO of a public company and his
experience with investment companies benefits the Funds.
38
Frank S. Bayley, Trustee
Frank S. Bayley has been a member of the Board of Trustees of the Invesco Funds and their
predecessor funds since 1985. Mr. Bayley is a business consultant in San Francisco. He is
Chairman and a Director of the C. D. Stimson Company, a private investment company in Seattle.
Mr. Bayley serves as a Trustee of the Seattle Art Museum, a Trustee of San Francisco
Performances, and a Trustee and Overseer of The Curtis Institute of Music in Philadelphia. He
also serves on the East Asian Art Committee of the Philadelphia Museum of Art and the Visiting
Committee for Art of Asia, Oceana and Africa of the Museum of Fine Arts, Boston.
Mr. Bayley is a retired partner of the international law firm of Baker & McKenzie LLP, where
his practice focused on business acquisitions and venture capital transactions. Prior to joining
Baker & McKenzie LLP in 1986, he was a partner of the San Francisco law firm of Chickering &
Gregory. He received his A.B. from Harvard College in 1961, his LL.B. from Harvard Law School in
1964, and his LL.M. from Boalt Hall at the University of California, Berkeley, in 1965. Mr. Bayley
served as a Trustee of the Badgley Funds from inception in 1998 until dissolution in 2007.
The Board believes that Mr. Bayleys experience as a business consultant and a lawyer benefits
the Funds.
James T. Bunch, Trustee
James T. Bunch has been a member of the Board of Trustees of the Invesco Funds and their
predecessor funds since 2000.
From 1988 to 2010, Mr. Bunch was Founding Partner of Green Manning & Bunch, Ltd. a leading
investment banking firm located in Denver, Colorado. Green Manning & Bunch is a FINRA-registered
investment bank specializing in mergers and acquisitions, private financing of middle-market
companies and corporate finance advisory services. Immediately prior to forming Green Manning and
Bunch, Mr. Bunch was Executive Vice President, General Counsel, and a Director of Boettcher &
Company, then the leading investment banking firm in the Rocky Mountain region.
Mr. Bunch began his professional career as a practicing attorney. He joined the prominent
Denver-based law firm of Davis Graham & Stubbs in 1970 and later rose to the position of Chairman
and Managing Partner of the firm.
At various other times during his career, Mr. Bunch has served as Chair of the NASD Business
District Conduct Committee, and Chair of the Colorado Bar Association Ethics Committee. In June
2010, Mr. Bunch became the Managing Member of Grumman Hill Group LLC, a family office private
equity investment manager.
The Board believes that Mr. Bunchs experience as an investment banker and investment
management lawyer benefits the Funds.
39
Bruce L. Crockett, Trustee and Chair
Bruce L. Crockett has been a member of the Board of Trustees of the Invesco Funds and their
predecessor funds since 1978, and has served as Independent Chair of the Board of Trustees and
their predecessor funds since 2004.
Mr. Crockett has more than 30 years of experience in finance and general management in the
banking, aerospace and telecommunications industries. From 1992 to 1996, he served as president,
chief executive officer and a director of COMSAT Corporation, an international satellite and
wireless telecommunications company.
Mr. Crockett has also served, since 1996, as chairman of Crockett Technologies Associates, a
strategic consulting firm that provides services to the information technology and communications
industries. Mr. Crockett also serves on the Board of Directors of ACE Limited, a Zurich-based
insurance company. He is a life trustee of the University of Rochester Board of Directors.
The Board of Trustees elected Mr. Crockett to serve as its Independent Chair because of his
extensive experience in managing public companies and familiarity with investment companies.
Rodney F. Dammeyer, Trustee
Rodney F. Dammeyer has been a member of the Board of Trustees of the Invesco Funds and their
predecessor funds since 2010.
Since 2001, Mr. Dammeyer has been Chairman of CAC, LLC, a private company offering capital
investment and management advisory services. Previously, Mr. Dammeyer served as Managing Partner
at Equity Group Corporate Investments; Vice Chairman of Anixter International; Senior Vice
President and Chief Financial Officer of Household International, Inc.; and Executive Vice
President and Chief Financial Officer of Northwest Industries, Inc.
Mr. Dammeyer was a Partner of Arthur Andersen & Co., an international accounting firm.
Mr. Dammeyer currently serves as a Director of Quidel Corporation and Stericycle, Inc.
Previously, Mr. Dammeyer has served as a Trustee of The Scripps Research Institute; and a Director
of Ventana Medical Systems, Inc.; GATX Corporation; TheraSense, Inc.; TeleTech Holdings Inc.; and
Arris Group, Inc.
From 1987 to 2010, Mr. Dammeyer served as Director or Trustee of investment companies in the
Van Kampen Funds complex.
The Board believes that Mr. Dammeyers experience in executive positions at a number of public
companies, his accounting experience and his experience serving as a director of investment
companies benefits the Funds.
Albert R. Dowden, Trustee
Albert R. Dowden has been a member of the Board of Trustees of the Invesco Funds and their
predecessor funds since 2000.
Mr. Dowden retired at the end of 1998 after a 24 -year career with Volvo Group North America,
Inc. and Volvo Cars of North America, Inc. Mr. Dowden joined Volvo as general counsel in 1974 and
was promoted to increasingly senior positions until 1991 when he was appointed president, chief
executive officer and director of Volvo Group North America and senior vice president of Swedish
parent company AB Volvo.
40
Since retiring, Mr. Dowden continues to serve on the board of the Reich & Tang Funds and also
serves on the boards of Homeowners of America Insurance Company and its parent company as well as
Natures Sunshine Products, Inc. and The Boss Group. Mr. Dowdens charitable endeavors currently
focus on Boys & Girls Clubs where he has been active for many years as well as several other
not-for-profit organizations.
Mr. Dowden began his career as an attorney with a major international law firm, Rogers & Wells
(1967-1976), which is now Clifford Chance.
The Board believes that Mr. Dowdens extensive experience as a corporate executive benefits
the Funds.
Jack M. Fields, Trustee
Jack M. Fields has been a member of the Board of Trustees of the Invesco Funds and their
predecessor funds since 1997.
Mr. Fields served as a member of Congress, representing the 8th Congressional District of
Texas from 1980 to 1997. As a member of Congress, Mr. Fields served as Chairman of the House
Telecommunications and Finance Subcommittee, which has jurisdiction and oversight of the Federal
Communications Commission and the Securities and Exchange Commission. Mr. Fields co-sponsored the
National Securities Markets Improvements Act of 1996, and played a leadership role in enactment of
the Securities Litigation Reform Act.
Mr. Fields currently serves as Chief Executive Officer of the Twenty-First Century Group in
Washington, D.C., a bipartisan Washington consulting firm specializing in Federal government
affairs.
Mr. Fields also serves as a Director of Insperity, Inc. (formerly known as Administaff), a
premier professional employer organization with clients nationwide. In addition, Mr. Fields sits on
the Board of the Discovery Channel Global Education Fund, a nonprofit organization dedicated to
providing educational resources to people in need around the world through the use of technology.
The Board believes that Mr. Fields experience in the House of Representatives, especially
concerning regulation of the securities markets, benefits the Funds.
Carl Frischling, Trustee
Carl Frischling has been a member of the Board of Trustees of the Invesco Funds and their
predecessor funds since 1977.
Mr. Frischling is senior partner of the Financial Services Group of Kramer Levin, a law firm
that represents the Funds independent trustees. He is a pioneer in the field of bank-related
mutual funds and has counseled clients in developing and structuring comprehensive mutual fund
complexes. Mr. Frischling also advises mutual funds and their independent directors/trustees on
their fiduciary obligations under federal securities laws.
Prior to his practicing law, he was chief administrative officer and general counsel of a
large mutual fund complex that included a retail and institutional sales force, investment
counseling and an internal transfer agent. During his ten years with the organization, he developed
business expertise in a number of areas within the financial services complex. He served on the
Investment Company Institute Board and was involved in ongoing matters with all of the regulatory
areas overseeing this industry.
Mr. Frischling is a board member of the Mutual Fund Directors Forum. He also serves as a
trustee of the Reich & Tang Funds, a registered investment company. Mr. Frischling serves as a
Trustee of the Yorkville Youth Athletic Association and is a member of the Advisory Board of
Columbia University Medical Center.
41
The Board believes that Mr. Frischlings experience as an investment management lawyer, and
his long involvement with investment companies benefits the Funds.
Dr. Prema Mathai-Davis, Trustee
Dr. Prema Mathai-Davis has been a member of the Board of Trustees of the Invesco Funds and
their predecessor funds since 1998.
Prior to her retirement in 2000, Dr. Mathai-Davis served as Chief Executive Officer of the
YWCA of the USA. Prior to joining the YWCA, Dr. Mathai-Davis served as the Commissioner of the New
York City Department for the Aging. She was a Commissioner of the New York Metropolitan
Transportation Authority of New York, the largest regional transportation network in the U.S. Dr.
Mathai-Davis also serves as a Trustee of the YWCA Retirement Fund, the first and oldest pension
fund for women, and on the advisory board of the Johns Hopkins Bioethcs Institute. Dr.
Mathai-Davis was the president and chief executive officer of the Community Agency for Senior
Citizens, a non-profit social service agency that she established in 1981. She also directed the
Mt. Sinai School of Medicine-Hunter College Long-Term Care Gerontology Center, one of the first of
its kind.
The Board believes that Dr. Mathai-Davis, extensive experience in running public and
charitable institutions benefits the Funds.
Dr. Larry Soll, Trustee
Dr. Larry Soll has been a member of the Board of Trustees of the Invesco Funds and their
predecessor funds since 1997.
Formerly, Dr. Soll was chairman of the board (1987 to 1994), chief executive officer (1982 to
1989; 1993 to 1994), and president (1982 to 1989) of Synergen Corp., a public company, and in such
capacities supervised the activities of the Chief Financial Officer. Dr. Soll also has served as a
director of three other public companies and as treasurer of a non-profit corporation. Dr. Soll
currently serves as a Trustee and a member of the Audit Committee of each of the Funds within The
Invesco Funds.
The Board believes that Dr. Solls experience as a chairman of a public company and in
academia benefits the Fund.
Hugo F. Sonnenschein, Trustee
Hugo F. Sonnenschein has been a member of the Board of Trustees of the Invesco Funds and their
predecessor funds since 2010.
Mr. Sonnenschein is the Distinguished Service Professor and President Emeritus of the
University of Chicago and the Adam Smith Distinguished Service Professor in the Department of
Economics at the University of Chicago. Until July 2000, Mr. Sonnenschein served as President of
the University of Chicago.
Mr. Sonnenschein is a Trustee of the University of Rochester and a member of its investment
committee. He is also a member of the National Academy of Sciences and the American Philosophical
Society, and a Fellow of the American Academy of Arts and Sciences. From 1994 to 2010, Mr.
Sonnenschein served as Director or Trustee of investment companies in the Van Kampen Funds complex.
The Board believes that Mr. Sonnenscheins experiences in academia and in running a
university, and his experience as a director of investment companies benefits the Funds.
42
Raymond Stickel, Jr., Trustee
Raymond Stickel, Jr. has been a member of the Board of Trustees of the Invesco Funds and their
predecessor funds since 2005.
Mr. Stickel retired after a 35-year career with Deloitte & Touche. For the last five years of
his career, he was the managing partner of the investment management practice for the New York, New
Jersey and Connecticut region. In addition to his management role, he directed audit and tax
services to several mutual fund clients.
Mr. Stickel began his career with Touche Ross & Co. in Dayton, Ohio, became a partner in 1976
and managing partner of the office in 1985. He also started and developed an investment management
practice in the Dayton office that grew to become a significant source of investment management
talent for Touche Ross & Co. In Ohio, he served as the audit partner on numerous mutual funds and
on public and privately held companies in other industries. Mr. Stickel has also served on Touche
Ross & Co.s Accounting and Auditing Executive Committee.
The Board believes that Mr. Stickels experience as a partner in a large accounting firm
working with investment managers and investment companies, and his status as an Audit Committee
Financial Expert, benefits the Funds.
Management Information
The Trustees have the authority to take all actions necessary in connection with the business
affairs of the Trust, including, among other things, approving the investment objectives, policies
and procedures for the Funds. The Trust enters into agreements with various entities to manage the
day-to-day operations of the Funds, including the Funds investment advisers, administrator,
transfer agent, distributor and custodians. The Trustees are responsible for selecting these
service providers and approving the terms of their contracts with the Funds, and exercising general
oversight of these service providers on an ongoing basis.
Certain trustees and officers of the Trust are affiliated with Invesco and Invesco Ltd., the
parent corporation of Invesco. All of the Trusts executive officers hold similar offices with
some or all of the other Funds.
Leadership Structure and the Board of Trustees
.
The Board is currently composed of fifteen
Trustees, including twelve Trustees who are not interested persons of the Fund, as that term is
defined in the 1940 Act (collectively, the Independent Trustees and each an Independent Trustee).
In addition to eight regularly scheduled meetings per year, the Board holds special meetings or
informal conference calls to discuss specific matters that may require action prior to the next
regular meeting. As discussed below, the Board has established five committees to assist the Board
in performing its oversight responsibilities.
The Board has appointed an Independent Trustee to serve in the role of Chairman. The
Chairmans primary role is to participate in the preparation of the agenda for meetings of the
Board and the identification of information to be presented to the Board and matters to be acted
upon by the Board. The Chairman also presides at all meetings of the Board and acts as a liaison
with service providers, officers, attorneys, and other Trustees generally between meetings. The
Chairman may perform such other functions as may be requested by the Board from time to time.
Except for any duties specified herein or pursuant to the Trusts Declaration of Trust or By-laws,
the designation of Chairman does not impose on such Independent Trustee any duties, obligations or
liability that is greater than the duties, obligations or liability imposed on such person as a
member of the Board, generally. The Fund has substantially the same leadership structure as the
Trust.
The Board believes that its leadership structure, which includes an Independent Trustee as
Chairman, allows for effective communication between the trustees and Fund management, among the
Boards trustees and among its Independent Trustees. The existing Board structure, including its
43
committee structure, provides the Independent Trustees with effective control over board governance
while also providing insight from the two interested Trustees who are active
officers of the Funds investment adviser. The Boards leadership structure promotes dialogue
and debate, which the Board believes will allow for the proper consideration of matters deemed
important to the Funds and their shareholders and result in effective decision-making.
Risk Oversight.
The Board considers risk management issues as part of its general oversight
responsibilities throughout the year at regular meetings of the Investments, Audit, Compliance and
Valuation, Distribution and Proxy Oversight Committees (as defined and further described below).
These Committees in turn report to the full Board and recommend actions and approvals for the full
Board to take.
Invesco prepares regular reports that address certain investment, valuation and compliance
matters, and the Board as a whole or the Committees may also receive special written reports or
presentations on a variety of risk issues at the request of the Board, a Committee or the Senior
Officer. In addition, the Audit Committee of the Board meets regularly with Invesco Ltd.s
internal audit group to review reports on their examinations of functions and processes within
Invesco that affect the Funds.
The Investments Committee and its sub-committees receive regular written reports describing
and analyzing the investment performance of the Funds. In addition, the portfolio managers of the
Funds meet regularly with the sub-committees of the Investment Committee to discuss portfolio
performance, including investment risk, such as the impact on the Funds of the investment in
particular securities or instruments, such as derivatives. To the extent that a Fund changes a
particular investment strategy that could have a material impact on the Funds risk profile, the
Board generally is consulted in advance with respect to such change.
Invesco provides regular written reports to the Valuation, Distribution and Proxy Oversight
Committee that enable the Committee to monitor the number of fair valued securities in a particular
portfolio, the reasons for the fair valuation and the methodology used to arrive at the fair value.
Such reports also include information concerning illiquid securities within a Funds portfolio.
In addition, the Audit Committee reviews valuation procedures and pricing results with the Funds
independent auditors in connection with such Committees review of the results of the audit of the
Funds year end financial statement.
The Compliance Committee receives regular compliance reports prepared by Invescos compliance
group and meets regularly with the Funds Chief Compliance Officer (CCO) to discuss compliance
issues, including compliance risks. As required under SEC rules, the Independent Trustees meet at
least quarterly in executive session with the CCO and the Funds CCO prepares and presents an
annual written compliance report to the Board. The Compliance Committee recommends and the Board
adopts compliance policies and procedures for the Fund and approves such procedures for the Funds
service providers. The compliance policies and procedures are specifically designed to detect,
prevent and correct violations of the federal securities laws.
Committee Structure.
The standing committees of the Board are the Audit Committee, the
Compliance Committee, the Governance Committee, the Investments Committee, and the Valuation,
Distribution and Proxy Oversight Committee (the Committees). The Special Market Timing Litigation
Committee has been disbanded.
44
The members of the Audit Committee are Messrs. David C. Arch, Frank S. Bayley, James T.
Bunch, Bruce L. Crockett, Rodney F. Dammeyer (Vice-Chair), Raymond Stickel, Jr. (Chair) and Dr.
Larry Soll. The Audit Committees primary purposes are to: (i) oversee qualifications,
independence and performance of the independent registered public accountants; (ii) appoint
independent registered public accountants for the Funds; (iii) pre-approve all permissible audit
and non-audit services that are provided to Funds by their independent registered public
accountants to the extent required by Section 10A(h) and (i) of the Exchange Act; (iv) pre-approve,
in accordance with Rule 2-01(c)(7)(ii) of Regulation S-X, certain non-audit services provided by
the Funds independent registered public accountants to the Funds investment adviser and certain
other affiliated entities; (v) review the audit and tax plans prepared by the independent
registered public accountants; (vi) review the Funds audited financial statements; (vii) review
the process that management uses to evaluate and certify disclosure controls and procedures in Form
N-CSR; (viii) review the process for preparation and review of the Funds shareholder reports; (ix)
review certain tax procedures maintained by the Funds; (x) review modified or omitted officer
certifications and disclosures; (xi) review any internal audits of the Funds; (xii) establish
procedures regarding questionable accounting or auditing matters and other alleged violations;
(xiii) set hiring policies for employees and proposed employees of the Funds who are employees or
former employees of the independent registered public accountants; and (xiv) remain informed of (a)
the Funds accounting systems and controls, (b) regulatory changes and new accounting
pronouncements that affect the Funds net asset value calculations and financial statement
reporting requirements, and (c) communications with regulators regarding accounting and financial
reporting matters that pertain to the Funds. During the fiscal year ended February 29, 2012, the
Audit Committee held six meetings.
The members of the Compliance Committee are Messrs. Bayley, Bunch, Dammeyer (Vice-Chair),
Stickel and Dr. Soll (Chair). The Compliance Committee is responsible for: (i) recommending to the
Board and the independent trustees the appointment, compensation and removal of the Funds Chief
Compliance Officer; (ii) recommending to the independent trustees the appointment, compensation and
removal of the Funds Senior Officer appointed pursuant to the terms of the Assurances of
Discontinuance entered into by the New York Attorney General, Invesco and INVESCO Funds Group, Inc.
(IFG); (iii) reviewing any report prepared by a third party who is not an interested person of
Invesco, upon the conclusion by such third party of a compliance review of Invesco; (iv) reviewing
all reports on compliance matters from the Funds Chief Compliance Officer, (v) reviewing all
recommendations made by the Senior Officer regarding Invescos compliance procedures, (vi)
reviewing all reports from the Senior Officer of any violations of state and federal securities
laws, the Colorado Consumer Protection Act, or breaches of Invescos fiduciary duties to Fund
shareholders and of Invescos Code of Ethics; (vii) overseeing all of the compliance policies and
procedures of the Funds and their service providers adopted pursuant to Rule 38a-1 of the 1940 Act;
(viii) receiving and reviewing quarterly reports on the activities of Invescos Internal Compliance
Controls Committee; (ix) reviewing all reports made by Invescos Chief Compliance Officer; (x)
reviewing and recommending to the independent trustees whether to approve procedures to investigate
matters brought to the attention of Invescos ombudsman; (xi) risk management oversight with
respect to the Funds and, in connection therewith, receiving and overseeing risk management reports
from Invesco Ltd. that are applicable to the Funds or their service providers; and (xii) overseeing
potential conflicts of interest that are reported to the Compliance Committee by Invesco, the Chief
Compliance Officer, the Senior Officer and/or the Compliance Consultant. During the fiscal year
ended February 29, 2012, the Compliance Committee held six meetings.
The members of the Governance Committee are Messrs. Arch, Crockett, Albert Dowden (Chair),
Jack Fields (Vice-Chair), Carl Frischling, Dr. Prema Mathai-Davis and Hugo Sonnenschein. The
Governance Committee is responsible for: (i) nominating persons who will qualify as independent
trustees for (a) election as trustees in connection with meetings of shareholders of the Funds that
are called to vote on the election of trustees, (b) appointment by the Board as trustees in
connection with filling vacancies that arise in between meetings of shareholders; (ii) reviewing
the size of the Board, and recommending to the Board whether the size of the Board shall be
increased or decreased; (iii) nominating the Chair of the Board; (iv) monitoring the composition of
the Board and each committee of the Board, and monitoring the qualifications of all trustees; (v)
recommending persons to serve as
45
members of each committee of the Board (other than the Compliance
Committee), as well as persons who shall serve as the chair and vice chair of each such committee;
(vi) reviewing and recommending the amount of compensation payable to the independent trustees;
(vii) overseeing the selection of independent legal counsel to the independent trustees; (viii)
reviewing and approving the compensation paid to independent legal counsel to the independent
trustees; (ix) reviewing and approving the compensation paid to counsel and other advisers, if any,
to the Committees of the Board; and (x) reviewing as they deem appropriate administrative and/or
logistical matters pertaining to the operations of the Board. During the fiscal year ended February
29, 2012, the Governance Committee held six meetings.
The Governance Committee will consider nominees recommended by a shareholder to serve as
trustees, provided: (i) that such person is a shareholder of record at the time he or she submits
such names and is entitled to vote at the meeting of shareholders at which trustees will be
elected; and (ii) that the Governance Committee or the Board, as applicable, shall make the final
determination of persons to be nominated. Notice procedures set forth in the Trusts bylaws
require that any shareholder of a Fund desiring to nominate a trustee for election at a shareholder
meeting must submit to the Trusts Secretary the nomination in writing not later than the close of
business on the later of the 90
th
day prior to such shareholder meeting or the tenth day
following the day on which public announcement is made of the shareholder meeting and not earlier
than the close of business on the 120
th
day prior to the shareholder meeting.
The members of the Investments Committee are Messrs. Arch, Bayley (Chair), Bunch,
Crockett, Dammeyer, Dowden, Fields, Martin L. Flanagan, Frischling, Stickel, Philip A. Taylor and
Drs. Mathai-Davis (Vice-Chair) and Soll (Vice-Chair), Sonnenschein and Wayne Whalen. The
Investments Committees primary purposes are to: (i) assist the Board in its oversight of the
investment management services provided by Invesco Ltd. and the Sub-Advisers; and (ii) review all
proposed and existing advisory and sub-advisory arrangements for the Funds, and to recommend what
action the full Boards and the independent trustees take regarding the approval of all such
proposed arrangements and the continuance of all such existing arrangements. During the fiscal
year ended February 29, 2012, the Investments Committee held six meetings.
The Investments Committee has established three Sub-Committees. The Sub-Committees are
responsible for: (i) reviewing the performance, fees and expenses of the Funds that have been
assigned to a particular Sub-Committee (for each Sub-Committee, the Designated Funds), unless the
Investments Committee takes such action directly; (ii) reviewing with the applicable portfolio
managers from time to time the investment objective(s), policies, strategies and limitations of the
Designated Funds; (iii) evaluating the investment advisory, sub-advisory and distribution
arrangements in effect or proposed for the Designated Funds, unless the Investments Committee takes
such action directly; (iv) being familiar with the registration statements and periodic shareholder
reports applicable to their Designated Funds; and (v) such other investment-related matters as the
Investments Committee may delegate to the Sub-Committee from time to time.
The members of the Valuation, Distribution and Proxy Oversight Committee are Messrs.
Dowden, Fields, Frischling (Chair), Dr. Mathai-Davis, Sonnenschein (Vice-Chair) and Whalen. The
primary purposes of the Valuation, Distribution and Proxy Oversight Committee are: (a) to address
issues requiring action or oversight by the Board of the Invesco Funds (i) in the valuation of the
Invesco Funds portfolio securities consistent with the Pricing Procedures, (ii) in oversight of
the creation and maintenance by the principal underwriters of the Invesco Funds of an effective
distribution and marketing system to build and maintain an adequate asset base and to create and
maintain economies of scale for the Invesco Funds, (iii) in the review of existing distribution
arrangements for the Invesco Funds under Rule 12b-1 and Section 15 of the 1940 Act, and (iv) in the
oversight of proxy voting on portfolio securities of the Funds; and (b) to make regular reports to
the full Boards of the Invesco Funds.
46
The Valuation, Distribution and Proxy Oversight Committee is responsible for: (a) with regard
to valuation, (i) developing an understanding of the valuation process and the Pricing Procedures,
(ii) reviewing the Pricing Procedures and making recommendations to the full Board with respect
thereto, (iii) reviewing the reports described in the Pricing Procedures and other information from
Invesco Ltd. regarding fair value determinations made pursuant to the Pricing Procedures by
Invescos internal valuation committee and making reports and recommendations to the full Board
with respect thereto, (iv) receiving the reports of Invescos internal valuation committee
requesting approval of any changes to pricing vendors or pricing methodologies as required by the
Pricing Procedures and the annual report of Invesco Ltd. evaluating the pricing vendors, approving
changes to pricing vendors and pricing methodologies as provided in the Pricing Procedures, and
recommending annually the pricing vendors for approval by the full Board; (v) upon request of
Invesco, assisting Invescos internal valuation committee or the full Board in resolving particular
fair valuation issues; (vi) reviewing the reports described in the Procedures for Determining the
Liquidity of Securities (the Liquidity Procedures) and other information from Invesco Ltd.
regarding liquidity determinations made pursuant to the Liquidity Procedures by Invesco Ltd. and
making reports and recommendations to the full Board with respect thereto, and (vii) overseeing
actual or potential conflicts of interest by investment personnel or others that could affect their
input or recommendations regarding pricing or liquidity issues; (b) with regard to distribution;
(b) with regard to distribution and marketing, (i) developing an understanding of mutual fund
distribution and marketing channels and legal, regulatory and market developments regarding
distribution, (ii) reviewing periodic distribution and marketing determinations and annual approval
of distribution arrangements and making reports and recommendations to the full Board with respect
thereto, and (iii) reviewing other information from the principal underwriters to the Invesco Funds
regarding distribution and marketing of the Invesco Funds and making recommendations to the full
Board with respect thereto; and (c) with regard to proxy voting, (i) overseeing the implementation
of the Proxy Voting Guidelines (the Guidelines) and the Proxy Policies and Procedures (the Proxy
Procedures) by Invesco Ltd. and the Sub-Advisers, reviewing the Quarterly Proxy Voting Report and
making recommendations to the full Board with respect thereto, (ii) reviewing the Guidelines and
the Proxy Procedures and information provided by Invesco Ltd. and the Sub-Advisers regarding
industry developments and best practices in connection with proxy voting and making recommendations
to the full Board with respect thereto, and (iii) in implementing its responsibilities in this
area, assisting Invesco Ltd. in resolving particular proxy voting issues. The Valuation,
Distribution and Proxy Oversight Committee was formed effective January 1, 2008. It succeeded the
Valuation Committee which existed prior to 2008. During the fiscal year ended February 29, 2012,
the Valuation, Distribution and Proxy Oversight Committee held six meetings.
47
Trustee Ownership of Fund Shares
The dollar range of equity securities beneficially owned by each trustee (i) in the Funds and
(ii) on an aggregate basis, in all registered investment companies overseen by the trustee within
the Invesco Funds complex, is set forth in Appendix C.
Compensation
Each trustee who is not affiliated with Invesco is compensated for his or her services
according to a fee schedule that recognizes the fact that such trustee also serves as a trustee of
other Invesco Funds. Each such trustee receives a fee, allocated among the Invesco Funds for which
he or she serves as a trustee that consists of an annual retainer component and a meeting fee
component. The Chair of the Board and Chairs and Vice Chairs of certain committees receive
additional compensation for their services. Information regarding compensation paid or accrued for
each trustee of the Trust who was not affiliated with Invesco during the year ended December 31,
2011 is found in Appendix D
.
Retirement Plan For Trustees.
The Trustees have adopted a retirement plan funded by the Funds for the Trustees who are not
affiliated with the Adviser. The Trustees also have adopted a retirement policy that permits each
non-Invesco-affiliated Trustee to serve until December 31 of the year in which the Trustee turns
75. A majority of the Trustees may extend from time to time the retirement date of a Trustee.
Annual retirement benefits are available from the Funds and/or the other Invesco Funds for
which a Trustee serves (each, a Covered Fund), for each Trustee who is not an employee or officer
of the Adviser, who either (a) became a Trustee prior to December 1, 2008, and who has at least
five years of credited service as a Trustee (including service to a predecessor fund) of a Covered
Fund, or (b) was a member of the Board of Trustees of a Van Kampen Fund immediately prior to June
1, 2010 (Former Van Kampen Trustee), and has at least one year of credited service as a Trustee
of a Covered Fund after June 1, 2010.
For Trustees other than Former Van Kampen Trustees, effective January 1, 2006, for
retirements after December 31, 2005, the retirement benefits will equal 75% of the Trustees annual
retainer paid to or accrued by any Covered Fund with respect to such Trustee during the
twelve-month period prior to retirement, including the amount of any retainer deferred under a
separate deferred compensation agreement between the Covered Fund and the Trustee. The amount of
the annual retirement benefit does not include additional compensation paid for Board meeting fees
or compensation paid to the Chair of the Board and the Chairs and Vice Chairs of certain Board
committees, whether such amounts are paid directly to the Trustee or deferred. The annual
retirement benefit is payable in quarterly installments for a number of years equal to the lesser
of (i) sixteen years or (ii) the number of such Trustees credited years of service. If a Trustee
dies prior to receiving the full amount of retirement benefits, the remaining payments will be made
to the deceased Trustees designated beneficiary for the same length of time that the Trustee would
have received the payments based on his or her service or, if the Trustee has elected, in a
discounted lump sum payment. A Trustee must have attained the age of 65 (60 in the event of death
or disability) to receive any retirement benefit. A Trustee may make an irrevocable election to
commence payment of retirement benefits upon retirement from the Board before age 72; in such a
case, the annual retirement benefit is subject to a reduction for early payment.
If the Former Van Kampen Trustee completes at least 10 years of credited service after June 1,
2010, the retirement benefit will equal 75% of the Former Van Kampen Trustees annual retainer paid
to or accrued by any Covered Fund with respect to such Trustee during the twelve-month period prior
to
48
retirement, including the amount of any retainer deferred under a separate deferred compensation
agreement between the Covered Fund and such Trustee. The amount of the annual retirement benefit
does not include additional compensation paid for Board meeting fees or compensation paid to the
Chair of the Board and the Chairs and Vice Chairs of certain Board committees, whether such amounts
are paid directly to the Trustee or deferred. The annual retirement benefit is payable in quarterly
installments for 10 years beginning after the later of the Former Van Kampen Trustees termination
of service or attainment of age 72 (or age 60 in the event of disability or immediately in the
event of death). If a Former Van Kampen Trustee dies prior to receiving the full amount of
retirement benefits, the remaining payments will be made to the deceased Trustees designated
beneficiary or, if the Trustee has elected, in a discounted lump sum payment.
If the Former Van Kampen Trustee completes less than 10 years of credited service after June
1, 2010, the retirement benefit will be payable at the applicable time described in the preceding
paragraph, but will be paid in two components successively. For the period of time equal to the
Former Van Kampen Trustees years of credited service after June 1, 2010, the first component of
the annual retirement benefit will equal 75% of the compensation amount described in the preceding
paragraph. Thereafter, for the period of time equal to the Former Van
Kampen Trustees years of credited service after June 1, 2010, the second component of the
annual retirement benefit will equal the excess of (x) 75% of the compensation amount described in
the preceding paragraph, over (y) $68,041 plus an interest factor of 4% per year compounded
annually measured from June 1, 2010 through the first day of each year for which payments under
this second component are to be made. In no event, however, will the retirement benefits under the
two components be made for a period of time greater than 10 years. For example, if the Former Van
Kampen Trustee completes 7 years of credited service after June 1, 2010, he or she will receive 7
years of payments under the first component and thereafter 3 years of payments under the second
component, and if the Former Van Kampen Trustee completes 4 years of credited service after June 1,
2010, he or she will receive 4 years of payments under the first component and thereafter 4 years
of payments under the second component.
49
Deferred Compensation Agreements
Edward K. Dunn (a former Trustee of funds in the Invesco Funds complex), Messrs. Crockett,
Fields and Frischling, and Drs. Mathai-Davis and Soll (for purposes of this paragraph only, the
Deferring Trustees) have each executed a Deferred Compensation Agreement (collectively, the
Compensation Agreements). Pursuant to the Compensation Agreements, the Deferring Trustees have
the option to elect to defer receipt of up to 100% of their compensation payable by the Funds, and
such amounts are placed into a deferral account and deemed to be invested in one or more Invesco
Funds selected by the Deferring Trustees.
Distributions from these deferral accounts will be paid in cash, generally in equal quarterly
installments over a period of up to ten (10) years (depending on the Compensation Agreement)
beginning on the date selected under the Compensation Agreement. If a Deferring Trustee dies prior
to the distribution of amounts in his or her deferral account, the balance of the deferral account
will be distributed to his or her designated beneficiary. The Compensation Agreements are not
funded and, with respect to the payments of amounts held in the deferral accounts, the Deferring
Trustees have the status of unsecured creditors of the Funds and of each other Invesco Fund from
which they are deferring compensation.
Purchase of Class A Shares of the Funds at Net Asset Value
|
The trustees and other affiliated persons of the Trust may purchase Class A shares of the
Invesco Funds without paying an initial sales charge. Invesco Distributors permits such purchases
because there is a reduced sales effort involved in sales to such purchasers, thereby resulting in
relatively low expenses of distribution. For a complete description of the persons who will not
pay an initial sales charge on purchases of Class A shares of the Invesco Funds, see Purchase,
Redemption and Pricing of Shares Purchase and Redemption of Shares Purchases of Class A Shares
at Net Asset Value.
Code of Ethics
Invesco, the Trust, Invesco Distributors and the Sub-Advisers each have adopted a Code of
Ethics that applies to all Invesco Fund trustees and officers, and employees of Invesco, the
Sub-Advisers and their affiliates, and governs, among other things, the personal trading activities
of all such persons. Unless specifically noted, each Sub-Advisers Codes of Ethics do not
materially differ from Invesco Code of Ethics discussed below. The Code of Ethics is intended to
address conflicts of interest with the Trust that may arise from personal trading, including
personal trading in most of the Invesco Funds. Personal trading, including personal trading
involving securities that may be purchased or held by an Invesco Fund, is permitted under the Code
of Ethics subject to certain restrictions; however, employees are required to
50
pre-clear security
transactions with the Compliance Officer or a designee and to report transactions on a regular
basis.
Proxy Voting Policies
Invesco is comprised of two business divisions, Invesco and Invesco Institutional, each of
which have adopted their own specific Proxy Voting Policies.
The Board has delegated responsibility for decisions regarding proxy voting for securities
held by each Fund to the following Adviser/Sub-Adviser(s), including as appropriate, separately to
the named division of the Adviser:
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|
|
Fund
|
|
Adviser/Sub-Adviser
|
Invesco Tax-Exempt Cash Fund
|
|
Invesco Institutional a division of Invesco
|
Invesco Tax-Free Intermediate Fund
|
|
Invesco Institutional a division of Invesco
|
Invesco (the Proxy Voting Entity) will vote such proxies in accordance with the proxy policies
and procedures, as outlined above, which have been reviewed and approved by the Board, and which
are found in Appendix E. Any material changes to the proxy policies and procedures will be
submitted to the Board for approval. The Board will be supplied with a summary quarterly report of
each Funds proxy voting record. Information regarding how the Funds voted proxies related to
their portfolio securities during the 12 months ended June 30, 2011 is available without charge at
our Web site,
www.invesco.com/us
. This information is also available at the SEC Web site,
http://www.sec.gov.
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES
Information about the ownership of each class of the Funds shares by beneficial or record
owners of such Fund and by trustees and officers as a group is found in Appendix F. A shareholder
who owns beneficially 25% or more of the outstanding shares of a Fund is presumed to control that
Fund.
INVESTMENT ADVISORY AND OTHER SERVICES
Investment Adviser
Invesco serves as the Funds investment adviser. The Adviser manages the investment
operations of the Funds as well as other investment portfolios that encompass a broad range of
investment objectives, and has agreed to perform or arrange for the performance of the Funds
day-to-day management. The Adviser, as successor in interest to multiple investment advisers, has
been an investment adviser since 1976. Invesco is an indirect, wholly owned subsidiary of Invesco
Ltd. Invesco Ltd. and its subsidiaries are an independent global investment management group.
Certain of the directors and officers of Invesco are also executive officers of the Trust and their
affiliations are shown under Management Information herein.
As investment adviser, Invesco supervises all aspects of the Funds operations and
provides investment advisory services to the Funds. Invesco obtains and evaluates economic,
statistical and financial information to formulate and implement investment programs for the Funds.
The Master Investment Advisory Agreement (Advisory Agreement) provides that, in fulfilling its
responsibilities, Invesco may engage the services of other investment managers with respect to one
or more of the Funds. The investment advisory services of Invesco are not exclusive and Invesco is
free to render investment advisory services to others, including other investment companies.
51
Pursuant to an Administrative Services Agreement with the Funds, Invesco is also responsible
for furnishing to the Funds, at Invescos expense, the services of persons believed to be competent
to perform all supervisory and administrative services required by the Funds, which
in the judgment of the trustees, are necessary to conduct the respective businesses of the Funds
effectively, as well as the offices, equipment and other facilities necessary for their operations.
Such functions include the maintenance of each Funds accounts and records, and the preparation of
all requisite corporate documents such as tax returns and reports to the SEC and shareholders.
The Advisory Agreement provides that each Fund will pay or cause to be paid all expenses of
such Fund not assumed by Invesco, including, without limitation: brokerage commissions, taxes,
legal, auditing or governmental fees, custodian, transfer and shareholder service agent costs,
expenses of issue, sale, redemption, and repurchase of shares, expenses of registering and
qualifying shares for sale, expenses relating to trustee and shareholder meetings, the cost of
preparing and distributing reports and notices to shareholders, the fees and other expenses
incurred by the Trust on behalf of each Fund in connection with membership in investment company
organizations, and the cost of printing copies of prospectuses and statements of additional
information distributed to the Funds shareholders.
Invesco, at its own expense, furnishes to the Trust office space and facilities. Invesco
furnishes to the Trust all personnel for managing the affairs of the Trust and each of its series
of shares.
Pursuant to its Advisory Agreement with the Trust, Invesco receives a monthly fee from each
Fund calculated at the annual rates indicated in the second column below, based on the average
daily net assets of each Fund during the year. Each Fund allocates advisory fees to a class based
on the relative net assets of each class.
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|
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|
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Net Assets
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|
|
Fund Name
|
|
Per Advisory Agreement
|
|
Annual Rate
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Invesco Tax-Exempt Cash Fund
|
|
All Assets
|
|
|
0.35
|
%
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|
|
|
|
|
|
|
Invesco Tax-Free Intermediate Fund
|
|
First $500 million
|
|
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0.30
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%
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|
|
Over $500 million up to and including $1 billion
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|
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0.25
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%
|
|
|
Over $1 billion
|
|
|
0.20
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%
|
Invesco may from time to time waive or reduce its fee. Voluntary fee waivers or reductions
may be rescinded at any time without further notice to investors. During periods of voluntary fee
waivers or reductions, Invesco will retain its ability to be reimbursed for such fee prior to the
end of the respective fiscal year in which the voluntary fee waiver or reduction was made.
Contractual fee waivers or reductions set forth in the Fee Table in a Prospectus may not be
terminated or amended to the Funds detriment during the period stated in the agreement between
Invesco and the Fund.
Invesco has contractually agreed through at least June 30, 2013, to waive advisory fees
payable by each Fund in an amount equal to 100% of the advisory fee Invesco receives from the
Affiliated Money Market Funds as a result of each Funds investment of uninvested cash in the
Affiliated Money Market Funds. See Description of the Funds and Their Investments and Risks
Investment Strategies and Risks Other Investments Other Investment Companies.
Invesco also has contractually agreed through June 30, 2013 to waive advisory fees or
reimburse expenses to the extent necessary to limit the total annual fund operating expenses
(excluding (i) interest; (ii) taxes; (iii) dividend expenses on short sales; (iv) extraordinary or
non-routine items, including litigation expenses; and (v) expenses that each Fund has incurred but
did not actually pay because of an expense offset arrangement). The expense limitations for the
following Funds shares are:
52
|
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|
|
|
|
|
Fund
|
|
Expense Limitation
|
|
Expiration Date
|
Invesco Tax-Free Intermediate Fund
|
|
|
|
|
|
|
Class A Shares
|
|
|
1.50
|
%
|
|
June 30, 2013
|
Class A2 Shares
|
|
|
1.25
|
%
|
|
June 30, 2013
|
Class Y Shares
|
|
|
1.25
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%
|
|
June 30, 2013
|
Institutional Class Shares
|
|
|
1.25
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%
|
|
June 30, 2013
|
The management fees payable by each Fund, the amounts waived by Invesco and the net fees paid
by each Fund for the fiscal years ended February 29, 2012 and February 28, 2011, the fiscal period
April 1, 2009 to February 28, 2010 and the fiscal year ended March 31, 2009 are found in Appendix
G.
Investment Sub-Advisers
Invesco has entered into a Sub-Advisory Agreement with certain affiliates to serve as
sub-advisers to each Fund, pursuant to which these affiliated sub-advisers may be appointed by
Invesco 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 Investment Advisers Act of 1940 are:
Invesco Asset Management Deutschland Gmbh (Invesco Deutschland)
Invesco Asset Management Limited (Invesco Asset Management)
Invesco Asset Management (Japan) Limited (Invesco Japan)
Invesco Australia Limited (Invesco Australia)
Invesco Hong Kong Limited (Invesco Hong Kong)
Invesco Senior Secured Management, Inc. (Invesco Senior Secured)
Invesco Canada Ltd. (Invesco Canada); (each a Sub-Adviser and collectively, the Sub-Advisers).
Invesco and each Sub-Adviser are indirect wholly owned subsidiaries of Invesco Ltd.
The only fees payable to the Sub-Advisers under the Sub-Advisory Agreement are for providing
discretionary investment management services. For such services, Invesco will pay each Sub-Adviser
a fee, computed daily and paid monthly, equal to (i) 40% of the monthly compensation that Invesco
receives from the Trust, multiplied by (ii) the fraction equal to the net assets of such Fund as to
which such Sub-Adviser shall have provided discretionary investment management services for that
month divided by the net assets of such Fund for that month. Pursuant to the Sub-Advisory
Agreement, this fee is reduced to reflect contractual or voluntary fee waivers or expense
limitations by Invesco, if any, in effect from time to time. In no event shall the aggregate
monthly fees paid to the Sub-Advisers under the Sub-Advisory Agreement exceed 40% of the monthly
compensation that Invesco receives from the Trust pursuant to its advisory agreement with the
Trust, as reduced to reflect contractual or voluntary fees waivers or expense limitations by
Invesco, if any.
Portfolio Managers
Appendix H contains the following information regarding the portfolio managers identified in
each Funds prospectus:
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|
|
The dollar range of the managers investments in each Fund.
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|
|
|
|
A description of the managers compensation structure.
|
53
Information regarding other accounts managed by the manager and potential conflicts of
interest that might arise from the management of multiple accounts.
Securities Lending Arrangements
If a Fund engages in securities lending, Invesco will provide the Fund investment
advisory services and related administrative services. The Advisory Agreement describes the
administrative services to be rendered by Invesco if a Fund engages in securities lending
activities, as well as the compensation Invesco may receive for such administrative services.
Services to be provided include: (a) overseeing participation in the securities lending program to
ensure compliance with all applicable regulatory and investment guidelines; (b) assisting the
securities lending agent or principal (the agent) in determining which specific securities are
available for loan; (c) monitoring the agent to ensure that securities loans are effected in
accordance with Invescos instructions and with procedures adopted by the Board; (d) preparing
appropriate periodic reports for, and seeking appropriate approvals from, the Board with respect to
securities lending activities; (e) responding to agent inquiries; and (f) performing such other
duties as may be necessary.
Invescos compensation for advisory services rendered in connection with securities lending is
included in the advisory fee schedule. As compensation for the related administrative services
Invesco will provide, a lending Fund will pay Invesco a fee equal to 25% of the net monthly
interest or fee income retained or paid to the Fund from such activities. Invesco currently waives
such fee, and has agreed to seek Board approval prior to its receipt of all or a portion of such
fee.
Service Agreements
Administrative Services Agreement.
Invesco and the Trust have entered into a Master
Administrative Services Agreement (Administrative Services Agreement) pursuant to which Invesco may
perform or arrange for the provision of certain accounting and other administrative services to
each Fund which are not required to be performed by Invesco under the Advisory Agreement. The
Administrative Services Agreement provides that it will remain in effect and continue from year to
year only if such continuance is specifically approved at least annually by the Board, including
the independent trustees, by votes cast in person at a meeting called for such purpose. Under the
Administrative Services Agreement, Invesco is entitled to receive from the Funds reimbursement of
its costs or such reasonable compensation as may be approved by the Board. Currently, Invesco is
reimbursed for the services of the Trusts principal financial officer and her staff and any
expenses related to fund accounting services. Administrative services fees paid to Invesco by each
Fund for the fiscal years ended February 29, 2012 and February 28, 2011, the fiscal period April 1,
2009 to February 28, 2010 and the fiscal year ended March 31, 2009 are found in Appendix I.
Other Service Providers
Transfer Agent
.
Invesco Investment Services, Inc., (Invesco Investment Services), 11 Greenway
Plaza, Suite 1000, Houston, Texas 77046, a wholly owned subsidiary of Invesco, is the Trusts
transfer agent.
The Transfer Agency and Service Agreement (the TA Agreement) between the Trust and Invesco Aim
Investment Services provides that Invesco Aim Investment Services will perform certain services
related to the servicing of shareholders of the Funds. Other such services may be delegated or
sub-contracted to third party intermediaries. For servicing accounts holding Class A, A2, A5, B,
B5, C, C5, P, R, R5, S, Y, Invesco Cash Reserve and Investor Class shares, the TA Agreement
provides that the Trust, on behalf of the Funds, will pay Invesco Investment Services an annual fee
per open shareholder account plus certain out of pocket expenses. This fee is paid monthly at the
rate of 1/12 of the annual rate and is based upon the number of open shareholder accounts during
each month. For servicing accounts holding Institutional Class
shares, the TA Agreement provides that the Trust, on behalf of the Funds, will pay Invesco
Investment Services a fee per trade executed, to be billed monthly, plus certain out-of-pocket
54
expenses. In addition, all fees payable by Invesco Investment Services or its affiliates to third
party intermediaries who service accounts pursuant to sub-transfer agency, omnibus account services
and sub-accounting agreements are charged back to the Funds, subject to certain limitations
approved by the Board of the Trust. These payments are made in consideration of services that
would otherwise be provided by Invesco Investment Services if the accounts serviced by such
intermediaries were serviced by Invesco Investment Services directly. For more information
regarding such payments to intermediaries, see the discussion under Sub-Accounting and Network
Support Payments found in Appendix L.
Sub-Transfer Agent.
Invesco Canada, 5140 Yonge Street, Suite 900, Toronto, Ontario M2N6X7, a
wholly owned, indirect subsidiary of Invesco, provides services to the Trust as a sub-transfer
agent, pursuant to an agreement between Invesco Canada and Invesco Investment Services. The Trust
does not pay a fee to Invesco Canada for these services. Rather Invesco Canada is compensated by
Invesco Investment Services, as a sub-contractor.
Custodian.
State Street Bank and Trust Company (the Custodian), 225 Franklin Street, Boston,
Massachusetts 02110, is custodian of all securities and cash of the Funds. The Bank of New York
Mellon, 2 Hanson Place, Brooklyn, New York 11217-1431, also serves as sub-custodian to facilitate
cash management.
Under its contract with the Trust, the Custodian maintains the portfolio securities of the
Funds, administers the purchases and sales of portfolio securities, collects interest and dividends
and other distributions made on the securities held in the portfolios of the Funds and performs
other ministerial duties. These services do not include any supervisory function over management or
provide any protection against any possible depreciation of assets.
Independent Registered Public Accounting Firm
.
The Funds independent registered public
accounting firm is responsible for auditing the financial statements of the Funds. The Audit
Committee of the Board has appointed PricewaterhouseCoopers LLP, 1201 Louisiana Street, Suite 2900,
Houston, Texas 77002, as the independent registered public accounting firm to audit the financial
statements of the Funds. Such appointment was ratified and approved by the Board.
Counsel to the Trust
.
Legal matters for the Trust have been passed upon by Stradley Ronon
Stevens & Young, LLP, 2600 One Commerce Square, Philadelphia, Pennsylvania 19103.
BROKERAGE ALLOCATION AND OTHER PRACTICES
The Sub-Advisers have adopted compliance procedures that cover, among other items, brokerage
allocation and other trading practices. If all or a portion of a Funds assets are managed by one
or more Sub-Advisers, the decision to buy and sell securities and broker selection will be made by
the Sub-Adviser for the assets it manages. Unless specifically noted, the Sub-Advisers brokerage
allocation procedures do not materially differ from Invesco Advisers, Inc.s procedures.
Brokerage Transactions
Placing trades generally involves acting on portfolio manager instructions to buy or sell a
specified amount of portfolio securities, including selecting one or more broker-dealers, including
affiliated and third-party broker-dealers, to execute the trades, and negotiating commissions and
spreads. Various Invesco Ltd. subsidiaries have created a global equity trading desk. The global
equity trading desk has assigned local traders in six primary trading centers to place equity
securities trades in their regions. Invesco Advisers Americas desk, located in Atlanta, Houston
and Toronto, generally places trades of equity securities trading in North America, Canada and
Latin America; the Hong Kong desk of Invesco Hong Kong (the Hong Kong Desk) generally places trades
of equity securities in the Asia-Pacific markets, except Japan; the Japan trading desk of Invesco
Japan generally places trades of equity securities in the
55
Japanese markets; the London trading desk
of Invesco Global Investment Funds Limited (the London Desk) generally places trades of equity
securities in European, Middle Eastern and African countries; the Australia desk, located in Sydney
and Melbourne, for the execution of orders of equity securities trading in the Australian and New
Zealand markets and the Taipei desk, located in Taipei, for the execution of orders of securities
trading in the Chinese market. Invesco, Invesco Canada, Invesco Australia, Invesco Japan, Invesco
Deutschland, Invesco Hong Kong and Invesco Asset Management use the global equity trading desk to
place equity trades. Other Sub-Advisers may use the global equity trading desk in the future. The
trading procedures for the global trading desks are similar in all material respects.
References in the language below to actions by Invesco or a Sub-Adviser (other than Invesco
Canada) making determinations or taking actions related to equity trading include these entities
delegation of these determinations/actions to the Americas Desk, the Hong Kong Desk, and the London
Desk. Even when trading is delegated by Invesco or the Sub-Advisers to the various arms of the
global equity trading desk, Invesco or the Sub-Advisers that delegates trading is responsible for
oversight of this trading activity.
Invesco or the Sub-Advisers make decisions to buy and sell securities for each Fund, selects
broker-dealers (each, a Broker), effects the Funds investment portfolio transactions, allocates
brokerage fees in such transactions and, where applicable, negotiates commissions and spreads on
transactions. Invescos and the Sub-Advisers primary consideration in effecting a security
transaction is to obtain best execution, which is defined as prompt and efficient execution of the
transaction at the best obtainable price with payment of commissions, mark-ups or mark-downs which
are reasonable in relation to the value of the brokerage services provided by the Broker. While
Invesco or the Sub-Advisers seek reasonably competitive commission rates, the Funds may not pay the
lowest commission or spread available. See Broker Selection below.
Some of the securities in which the Funds invest are traded in OTC markets. Portfolio
transactions in such markets may be effected on a principal basis at net prices without
commissions, but which include compensation to the Broker in the form of a mark-up or mark-down, or
on an agency basis, which involves the payment of negotiated brokerage commissions to the Broker,
including electronic communication networks. Purchases of underwritten issues, which include
initial public offerings and secondary offerings, include a commission or concession paid by the
issuer (not the Funds) to the underwriter. Purchases of money market instruments may be made
directly from issuers without the payment of commissions.
Historically, Invesco and the Sub-Advisers did not negotiate commission rates on stock markets
outside the United States. In recent years many overseas stock markets have adopted a system of
negotiated rates; however, a number of markets maintain an established schedule of minimum
commission rates.
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In some cases, Invesco may decide to place trades on a blind principal bid basis, which
involves combining all trades for one or more portfolios into a single basket, and generating a
description of the characteristics of the basket for provision to potential executing brokers.
Based on the trade characteristics information provided by Invesco, these brokers submit bids for
executing all of the required trades at the market close price for a specific commission. Invesco
generally selects the broker with the lowest bid to execute these trades.
Brokerage commissions paid by each of the Funds during the fiscal years ended February 29,
2012 and February 28, 2011, the fiscal period April 1, 2009 to February 28, 2010 and the fiscal
year ended March 31, 2009 are found in Appendix J.
Commissions
During the fiscal years ended February 29, 2012 and February 28, 2011, the fiscal period April
1, 2009 to February 28, 2010 and the fiscal year ended March 31, 2009, none of the Funds paid
brokerage commissions to Brokers affiliated with the Funds, Invesco (or Invesco Advisors, Inc.,
former adviser to the Funds that merged into Invesco Advisers, Inc. on December 31, 2009), Invesco
Distributors, the Sub-Advisers or any affiliates of such entities.
The Funds may engage in certain principal and agency transactions with banks and their
affiliates that own 5% or more of the outstanding voting securities of an Invesco Fund, provided
the conditions of an exemptive order received by the Invesco Funds from the SEC are met. In
addition, a Fund may purchase or sell a security from or to certain other Invesco Funds or other
accounts (and may invest in the Affiliated Money Market Funds) provided the Funds follow procedures
adopted by the Boards of the various Invesco Funds, including the Trust. These inter-fund
transactions do not generate brokerage commissions but may result in custodial fees or taxes or
other related expenses.
Broker Selection
Invescos or the Sub-Advisers primary consideration in selecting Brokers to execute portfolio
transactions for a Fund is to obtain best execution. In selecting a Broker to execute a portfolio
transaction in equity securities for a Fund, Invesco or the Sub-Advisers consider the full range
and quality of a Brokers services, including the value of research and/or brokerage services
provided, execution capability, commission rate, and willingness to commit capital, anonymity and
responsiveness. Invescos and the Sub-Advisers primary consideration when selecting a Broker to
execute a portfolio transaction in fixed income securities for a Fund is the Brokers ability to
deliver or sell the relevant fixed income securities; however, Invesco and the Sub-Advisers will
also consider the various factors listed above. In each case, the determinative factor is not the
lowest commission or spread available but whether the transaction represents the best qualitative
execution for the Fund. Invesco and the Sub-Advisers will not select Brokers based upon their
promotion or sale of Fund shares.
In choosing Brokers to execute portfolio transactions for the Funds, Invesco or the
Sub-Advisers may select Brokers that are not affiliated with Invesco that provide brokerage and/or
research services (Soft Dollar Products) to the Funds and/or the other accounts over which Invesco
and its affiliates have investment discretion. Section 28(e) of the Securities Exchange Act of
1934, as amended, provides that Invesco or the Sub-Advisers, under certain circumstances, lawfully
may cause an account to pay a higher commission than the lowest available. Under Section 28(e)(1),
Invesco or the Sub-Advisers must make a good faith determination that the commissions paid are
reasonable in relation to the value of the brokerage and research services provided ... viewed in
terms of either that particular transaction or [Invescos or the Sub-Advisers] overall
responsibilities with respect to the accounts as to which [it] exercises investment discretion.
The services provided by the Broker also must lawfully and appropriately assist Invesco or the
Sub-Advisers in the performance of its investment decision-making responsibilities. Accordingly, a
Fund may pay a Broker commissions higher than those available from another Broker in recognition of
the Brokers provision of Soft Dollar Products to Invesco or the Sub-Advisers.
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Invesco and the Sub-Advisers face a potential conflict of interest when they use client trades
to obtain Soft Dollar Products. This conflict exists because Invesco and the Sub-Advisers are able
to use the Soft Dollar Products to manage client accounts without paying cash for the Soft Dollar
Products, which reduces Invescos or the Sub-Advisers expenses to the extent that Invesco or the
Sub-Adviser would have purchased such products had they not been provided by Brokers. Section
28(e) permits Invesco or the Sub-Advisers to use Soft Dollar Products for the benefit of any
account it manages. Certain Invesco-managed accounts (or accounts managed by
the Sub-Advisers) may generate soft dollars used to purchase Soft Dollar Products that
ultimately benefit other Invesco Advisers, Inc.-managed accounts (or Sub-Adviser-managed accounts),
effectively cross subsidizing the other Invesco-managed accounts (or the other Sub-Adviser-managed
accounts) that benefit directly from the product. Invesco or the Sub-Advisers may not use all of
the Soft Dollar Products provided by Brokers through which a Fund effects securities transactions
in connection with managing the Fund whose trades generated the soft dollars used to purchase such
products.
Invesco presently engages in the following instances of cross-subsidization:
Fixed income funds normally do not generate soft dollar commissions to pay for Soft Dollar
Products. Therefore, soft dollar commissions used to pay for Soft Dollar Products which are used
to manage certain fixed income Invesco Funds are generated entirely by equity Invesco Funds and
other equity client accounts managed by Invesco. In other words, certain fixed income Invesco
Funds are cross-subsidized by the equity Invesco Funds in that the fixed income Invesco Funds
receive the benefit of Soft Dollar Products services for which they do not pay. Similarly, other
accounts managed by Invesco or certain of its affiliates may benefit from Soft Dollar Products
services for which they do not pay.
Invesco and the Sub-Advisers attempt to reduce or eliminate the potential conflicts of
interest concerning the use of Soft Dollar Products by directing client trades for Soft Dollar
Products only if Invesco or the Sub-Adviser concludes that the Broker supplying the product is
capable of providing best execution.
Certain Soft Dollar Products may be available directly from a vendor on a hard dollar basis;
other Soft Dollar Products are available only through Brokers in exchange for soft dollars.
Invesco and the Sub-Adviser use soft dollars to purchase two types of Soft Dollar Products:
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proprietary research created by the Broker executing the trade, and
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other products created by third parties that are supplied to Invesco or the
Sub-Advisers through the Broker executing the trade.
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Proprietary research consists primarily of traditional research reports, recommendations and
similar materials produced by the in-house research staffs of broker-dealer firms. This research
includes evaluations and recommendations of specific companies or industry groups, as well as
analyses of general economic and market conditions and trends, market data, contacts and other
related information and assistance. Invesco periodically rates the quality of proprietary research
produced by various Brokers. Based on the evaluation of the quality of information that Invesco
receives from each Broker, Invesco develops an estimate of each Brokers share of Invesco clients
commission dollars and attempts to direct trades to these firms to meet these estimates.
Invesco and the Sub-Advisers also use soft dollars to acquire products from third parties that
are supplied to Invesco or the Sub-Advisers through Brokers executing the trades or other Brokers
who step in to a transaction and receive a portion of the brokerage commission for the trade.
Invesco or the Sub-Advisers may from time to time instruct the executing Broker to allocate or
step out a portion of a transaction to another Broker. The Broker to which Invesco or the
Sub-Advisers have stepped out would then settle and complete the designated portion of the
transaction, and the executing Broker would settle and complete the remaining portion of the
transaction that has not been stepped out. Each
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Broker may receive a commission or brokerage fee
with respect to that portion of the transaction that it settles and completes.
Soft Dollar Products received from Brokers supplement Invescos and or the Sub-Advisers own
research (and the research of certain of its affiliates), and may include the following types of
products and services:
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Database Services comprehensive databases containing current and/or historical
information on companies and industries and indices. Examples include historical
securities prices, earnings estimates and financial data. These services may include
software tools that allow the user to search the database or to prepare value-added
analyses related to the investment process (such as forecasts and models used in the
portfolio management process).
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Quotation/Trading/News Systems products that provide real time market data
information, such as pricing of individual securities and information on current
trading, as well as a variety of news services.
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Economic Data/Forecasting Tools various macro economic forecasting tools, such
as economic data or currency and political forecasts for various countries or regions.
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Quantitative/Technical Analysis software tools that assist in quantitative and
technical analysis of investment data.
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Fundamental/Industry Analysis industry specific fundamental investment research.
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Fixed Income Security Analysis data and analytical tools that pertain
specifically to fixed income securities. These tools assist in creating financial
models, such as cash flow projections and interest rate sensitivity analyses, which
are relevant to fixed income securities.
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Other Specialized Tools other specialized products, such as consulting analyses,
access to industry experts, and distinct investment expertise such as forensic
accounting or custom built investment-analysis software.
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If Invesco or the Sub-Advisers determine that any service or product has a mixed use (i.e., it
also serves functions that do not assist the investment decision-making or trading process),
Invesco or the Sub-Advisers will allocate the costs of such service or product accordingly in its
reasonable discretion. Invesco or the Sub-Advisers will allocate brokerage commissions to Brokers
only for the portion of the service or product that Invesco or the Sub-Advisers determine assists
it in the investment decision-making or trading process and will pay for the remaining value of the
product or service in cash.
Outside research assistance is useful to Invesco or the Sub-Advisers because the Brokers used
by Invesco or the Sub-Advisers tend to provide more in-depth analysis of a broader universe of
securities and other matters than Invescos or the Sub-Advisers staff follows. In addition, such
services provide Invesco or the Sub-Advisers with a diverse perspective on financial markets. Some
Brokers may indicate that the provision of research services is dependent upon the generation of
certain specified levels of commissions and underwriting concessions by Invescos or the
Sub-Advisers clients, including the Funds. However, the Funds are not under any obligation to
deal with any Broker in the execution of transactions in portfolio securities. In some cases, Soft
Dollar Products are available only from the Broker providing them. In other cases, Soft Dollar
Products may be obtainable from alternative sources in return for cash payments. Invesco and the
Sub-Advisers believe that because Broker research supplements rather than replaces Invescos or the
Sub-Advisers research, the receipt of such research tends to improve the quality of Invescos or
the Sub-Advisers investment advice. The advisory fee paid by the Funds is not reduced because
Invesco or the Sub-Advisers receive such services. To the extent the
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Funds portfolio transactions
are used to obtain Soft Dollar Products, the brokerage commissions obtained by the Funds might
exceed those that might otherwise have been paid.
Invesco or the Sub-Advisers may determine target levels of brokerage business with various
Brokers on behalf of its clients (including the Funds) over a certain time period. Invesco
determines target levels based upon the following factors, among others: (1) the execution services
provided by the Broker; and (2) the research services provided by the Broker. Portfolio
transactions may be effected through Brokers that recommend the Funds to their clients, or that act
as agent in the purchase of a Funds shares for their clients, provided that Invesco or the
Sub-Advisers believe such Brokers provide best execution and such transactions are executed in
compliance with Invescos policy against using directed brokerage to compensate Brokers for
promoting or selling Invesco Fund shares. Invesco and the Sub-Advisers will not enter into a
binding commitment with Brokers to place trades with such Brokers involving brokerage commissions
in precise amounts.
Directed Brokerage (Research Services)
Directed brokerage (research services) paid by each of the Funds during the last fiscal year
ended February 29, 2012 are found in Appendix K.
Affiliated Transactions
Invesco may place trades with Van Kampen Funds Inc. (VKFI), a broker-dealer with whom it is
under common control, provided Invesco determines that the affiliates trade execution abilities
and costs are at least comparable to those of non-affiliated brokerage firms with which Invesco
could otherwise place similar trades. VKFI receives brokerage commissions in connection with
effecting trades for the Funds and, therefore, use of VKFI presents a conflict of interest for
Invesco. Trades placed through VKFI, including the brokerage commissions paid to VKFI, are subject
to procedures adopted by the Boards of the various Invesco Funds, including the Trust.
Regular Brokers
Information concerning the Funds acquisition of securities of their Brokers during the last
fiscal year ended February 29, 2012 is found in Appendix K
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Allocation of Portfolio Transactions
Invesco and the Sub-Advisers manage numerous Invesco Funds and other accounts. Some of these
accounts may have investment objectives similar to the Funds. Occasionally, identical securities
will be appropriate for investment by one of the Funds and by another Fund or one or more other
accounts. However, the position of each account in the same security and the length of time that
each account may hold its investment in the same security may vary. Invesco and the Sub-Adviser
will also determine the timing and amount of purchases for an account based on its cash position.
If the purchase or sale of securities is consistent with the investment policies of the Fund(s) and
one or more other accounts, and is considered at or about the same time, Invesco or the Sub-Adviser
will allocate transactions in such securities among the Fund(s) and these accounts on a pro rata
basis based on order size or in such other manner believed by Invesco to be fair and equitable.
Invesco or the Sub-Adviser may combine transactions in accordance with applicable laws and
regulations to obtain the most favorable execution. Simultaneous transactions could, however,
adversely affect a Funds ability to obtain or dispose of the full amount of a security which it
seeks to purchase or sell.
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Allocation of Initial Public Offering (IPO) Transactions
Certain of the Invesco Funds or other accounts managed by Invesco may become interested in
participating in IPOs. Purchases of IPOs by one Invesco Fund or other accounts may also be
considered for purchase by one or more other Invesco Funds or accounts. Invesco combines
indications of interest for IPOs for all Invesco Funds and accounts participating in purchase
transactions for that IPO. When the full amount of all IPO orders for such Invesco Funds and
accounts cannot be filled completely, Invesco shall allocate such transactions in accordance with
the following procedures:
Invesco or the Sub-Adviser may determine the eligibility of each Invesco Fund and account that
seeks to participate in a particular IPO by reviewing a number of factors, including market
capitalization/liquidity suitability and sector/style suitability of the investment with the
Invesco Funds or accounts investment objective, policies, strategies and current holdings.
Invesco will allocate securities issued in IPOs to eligible Invesco Funds and accounts on a pro
rata basis based on order size.
Invesco Canada, Invesco Australia, Invesco Hong Kong and Invesco Japan allocate IPOs on a pro
rata basis based on size of order or in such other manner which they believe is fair and equitable.
Invesco Asset Management allocates IPOs on a pro rata basis based on account size or in such
other manner believed by Invesco Asset Management to be fair and equitable.
Invesco Deutschland and Invesco Senior Secured do not subscribe to IPOs.
PURCHASE, REDEMPTION AND PRICING OF SHARES
Please refer to Appendix L for information on Purchase, Redemption and Pricing of Shares.
DIVIDENDS, DISTRIBUTIONS AND TAX MATTERS
Dividends and Distributions
The following discussion of dividends and distributions should be read in connection with the
applicable sections in the Prospectus.
All dividends and distributions will be automatically reinvested in additional shares of the
same class of a Fund (hereinafter, the Fund) unless the shareholder has requested in writing to
receive such dividends and distributions in cash or that they be invested in shares of another
Invesco Fund, subject to the terms and conditions set forth in the Prospectus under the caption
Purchasing Shares Automatic Dividend and Distribution Investment. Such dividends and
distributions will be reinvested at the net asset value per share determined on the ex-dividend
date.
The Fund calculates income dividends and capital gain distributions the same way for each
class. The amount of any income dividends per share will differ, however, generally due to any
differences in the distribution and service (Rule 12b-1) fees applicable to the classes, as well as
any other expenses attributable to a particular class (Class Expenses). Class Expenses, including
distribution plan expenses, must be allocated to the class for which they are incurred consistent
with applicable legal principles under the 1940 Act, the Internal Revenue Code (Code) and IRS
guidance.
In the event Invesco Tax-Exempt Cash Fund incurs or anticipates any unusual expense, loss or
depreciation in the value of a portfolio investment that would adversely affect the net asset
value per share of the Fund or the net income per share of a class of the Fund for a
particular period, the Board would at that time consider whether to adhere to the present dividend
policy described above or to revise it in light of then prevailing circumstances. For example, if
the net asset value per share of Invesco Tax-
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Exempt Cash Fund was reduced, or was anticipated to be
reduced below $1.00, the Board might suspend further dividend payments on shares of the Fund until
the net asset value returns to $1.00. Thus, such expense, loss or depreciation might result in a
shareholder receiving no dividends for the period during which it held shares of the Fund and/or
its receiving upon redemption a price per share lower than that which it paid.
Tax Matters
The following is a summary of certain additional tax considerations generally affecting
the Fund and its shareholders that are not described in the Prospectus. No attempt is made to
present a detailed explanation of the tax treatment of the Fund or its shareholders, and the
discussion here and in the Prospectus is not intended as a substitute for careful tax planning.
This Tax Matters section is based on the Code and applicable regulations in effect on the
date of this SAI. Future legislative, regulatory or administrative changes, including provisions
of current law that sunset and thereafter no longer apply, or court decisions may significantly
change the tax rules applicable to the Fund and its shareholders. Any of these changes or court
decisions may have a retroactive effect.
This is for general information only and not tax advice. All investors should consult their
own tax advisors as to the federal, state, local and foreign tax provisions applicable to them.
Taxation of the Fund
. The Fund has elected and intends to qualify (or, if newly organized,
intends to elect and qualify) each year as a regulated investment company (sometimes referred to
as a regulated investment company, RIC or fund) under Subchapter M of the Code. If the Fund
qualifies, the Fund will not be subject to federal income tax on the portion of its investment
company taxable income (i.e., generally, taxable interest, dividends, net short-term capital gains
and other taxable ordinary income net of expenses without regard to the deduction for dividends
paid) and net capital gain (i.e., the excess of net long-term capital gains over net short-term
capital losses) that it distributes to shareholders.
Qualification as a regulated investment company
. In order to qualify for treatment as a
regulated investment company, the Fund must satisfy the following requirements:
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Distribution Requirement the Fund must distribute an amount equal to the
sum of at least 90% of its investment company taxable income and 90% of its net tax-exempt
income, if any, for the tax year (certain distributions made by the Fund after the close
of its tax year are considered distributions attributable to the previous tax year for
purposes of satisfying this requirement).
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Income Requirement the Fund must derive at least 90% of its gross income
from dividends, interest, certain payments with respect to securities loans, and gains
from the sale or other disposition of stock, securities or foreign currencies, or other
income (including, but not limited to, gains from options, futures or forward contracts)
derived from its business of investing in such stock, securities or currencies and net
income derived from qualified publicly traded partnerships (QPTPs).
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Asset Diversification Test the Fund must satisfy the following asset
diversification test at the close of each quarter of the Funds tax year: (1) at least 50%
of the value of the Funds assets must consist of cash and cash items, U.S. Government
securities, securities of other regulated investment companies, and securities of other
issuers (as to which the Fund has not invested more than 5% of the value of the Funds
total assets in securities of an issuer and as to which the Fund does not hold more than
10% of the outstanding voting securities of the issuer); and (2) no more than 25% of the
value of the Funds total assets may be invested in the securities of any one issuer (other
than U.S. Government securities and securities of other regulated investment companies) or
of two or more issuers which the Fund controls and which are engaged in the same or similar
trades or businesses, or, collectively, in the securities of QPTPs.
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In some circumstances, the character and timing of income realized by the Fund for purposes of
the Income Requirement or the identification of the issuer for purposes of the Asset
Diversification Test is uncertain under current law with respect to a particular investment, and an
adverse determination or future guidance by IRS with respect to such type of investment may
adversely affect the Funds ability to satisfy these requirements. See Tax Treatment of Portfolio
Transactions with respect to the application of these requirements to certain types of
investments. In other circumstances, the Fund may be required to sell portfolio holdings in order
to meet the Income Requirement, Distribution Requirement, or Asset Diversification Test, which may
have a negative impact on the Funds income and performance. In lieu of potential
disqualification, the Fund is permitted to pay a tax for certain failures to satisfy the Asset
Diversification Test or Income Requirement, which, in general, are limited to those due to
reasonable cause and not willful neglect, for taxable years of the Fund with respect to which the
extended due date of the return is after December 22, 2010.
The Fund may use equalization accounting (in lieu of making some cash distributions) in
determining the portion of its income and gains that has been distributed. If the Fund uses
equalization accounting, it will allocate a portion of its undistributed investment company taxable
income and net capital gain to redemptions of Fund shares and will correspondingly reduce the
amount of such income and gains that it distributes in cash. However, the Fund intends to make
cash distributions for each taxable year in an aggregate amount that is sufficient to satisfy the
Distribution Requirement without taking into account its use of equalization accounting. If the
IRS determines that the Funds allocation is improper and that the Fund has under-distributed its
income and gain for any taxable year, the Fund may be liable for federal income and/or excise tax.
If for any taxable year the Fund does not qualify as a regulated investment company, all of
its taxable income (including its net capital gain) would be subject to tax at regular corporate
rates without any deduction for dividends paid to shareholders, and the dividends would be taxable
to the shareholders as ordinary income (or possibly as qualified dividend income) to the extent of
the Funds current and accumulated earnings and profits. Failure to qualify as a regulated
investment company thus would have a negative impact on the Funds income and performance. Subject
to savings provisions for certain inadvertent failures to satisfy the Income Requirement or Asset
Diversification Test which, in general, are limited to those due to reasonable cause and not
willful neglect, it is possible that the Fund will not qualify as a regulated investment company in
any given tax year. Even if such savings provisions apply, the Fund may be subject to a monetary
sanction of $50,000 or more. Moreover, the Board reserves the right not to maintain the
qualification of the Fund as a regulated investment company if it determines such a course of
action to be beneficial to shareholders.
Portfolio turnover.
For investors that hold their Fund shares in a taxable account, a high
portfolio turnover rate (except in a money market fund that maintains a stable net asset value) may
result in higher taxes. This is because a Fund with a high turnover rate may accelerate the
recognition of capital gains and more of such gains are likely to be taxable as short-term rather
than long-term capital gains in contrast to a comparable fund with a low turnover rate. Any such
higher taxes would reduce the Funds after-tax performance. See Taxation of Fund Distributions
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Capital gain dividends below. For non-U.S. investors, any such acceleration of the
recognition of capital gains that results in more short-term and less long-term capital gains being
recognized by the Fund may cause such investors to be subject to increased U.S. withholding taxes.
See, Foreign Shareholders U.S. withholding tax at the source below.
Capital loss carryovers
. The capital losses of the Fund, if any, do not flow through to
shareholders. Rather, the Fund may use its capital losses, subject to applicable limitations, to
offset its capital gains without being required to pay taxes on or distribute to shareholders such
gains that are offset by the losses. Under the Regulated Investment Company Modernization Act of
2010 (RIC Mod Act), if the Fund has a net capital loss (that is, capital losses in excess of
capital gains) for a taxable year beginning after December 22, 2010, the excess (if any) of the
Funds net short-term capital losses over its net long-term capital gains is treated as a
short-term capital loss arising on the first day of the Funds next taxable year, and the excess
(if any) of the Funds net long-term capital losses over its net short-term capital gains is
treated as a long-term capital loss arising on the first day of the Funds next
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taxable year. Any
such net capital losses of the Fund that are not used to offset capital gains may be carried
forward indefinitely to reduce any future capital gains realized by the Fund in succeeding taxable
years. However, for any net capital losses realized in taxable years of the Fund beginning on or
before December 22, 2010, the Fund is permitted to carry forward such capital losses for eight
years as a short-term capital loss. Under a transition rule, capital losses arising in a taxable
year beginning after December 22, 2010 must be used before capital losses realized in a prior
taxable year. The amount of capital losses that can be carried forward and used in any single year
is subject to an annual limitation if there is a more than 50% change in ownership of the Fund.
An ownership change generally results when shareholders owning 5% or more of the Fund increase
their aggregate holdings by more than 50% over a three-year look-back period. An ownership change
could result in capital loss carryovers being used at a slower rate (or, in the case of those
realized in taxable years of the Fund beginning on or before December 22, 2010, to expire), thereby
reducing the Funds ability to offset capital gains with those losses. An increase in the amount of
taxable gains distributed to the Funds shareholders could result from an ownership change. The
Fund undertakes no obligation to avoid or prevent an ownership change, which can occur in the
normal course of shareholder purchases and redemptions or as a result of engaging in a tax-free
reorganization with another fund. Moreover, because of circumstances beyond the Funds control,
there can be no assurance that the Fund will not experience, or has not already experienced, an
ownership change.
Deferral of late year losses
. The Fund may elect to treat part or all of any qualified late
year loss as if it had been incurred in the succeeding taxable year in determining the Funds
taxable income, net capital gain, net short-term capital gain, and earnings and profits. The
effect of this election is to treat any such qualified late year loss as if it had been incurred
in the succeeding taxable year, which may change the timing, amount, or characterization of Fund
distributions (see, Taxation of Fund Distributions Distributions of capital gains below). A
qualified late year loss includes:
(i) any net capital loss, net long-term capital loss, or net short-term capital loss
incurred after October 31 of the current taxable year (post-October losses), and
(ii) the excess, if any, of (1) the sum of (a) specified losses incurred after October 31
of the current taxable year, and (b) other ordinary losses incurred after December 31 of
the current taxable year, over (2) the sum of (a) specified gains incurred after October 31
of the current taxable year, and (b) other ordinary gains incurred after December 31 of the
current taxable year.
The terms specified losses and specified gains mean ordinary losses and gains from the
sale, exchange, or other disposition of property (including the termination of a position with
respect to such property), foreign currency losses and gains, and losses and gains resulting from
holding stock in a passive foreign investment company (PFIC) for which a mark-to-market election is
in effect. The terms ordinary losses and ordinary gains mean other ordinary losses and gains
that are not described in the preceding sentence.
Special rules apply to a Fund with a fiscal year ending in November or December that elects to
use its taxable year for determining its capital gain net income for excise tax purposes.
Undistributed capital gains
. The Fund may retain or distribute to shareholders its net
capital gain for each taxable year. The Fund currently intends to distribute net capital gains.
If the Fund elects to retain its net capital gain, the Fund will be taxed thereon (except to the
extent of any available capital loss carryovers) at the highest corporate tax rate (currently 35%).
If the Fund elects to retain its net capital gain, it is expected that the Fund also will elect to
have shareholders treated as if each received a distribution of its pro rata share of such gain,
with the result that each shareholder will be required to report its pro rata share of such gain on
its tax return as long-term capital gain, will receive a refundable
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tax credit for its pro rata
share of tax paid by the Fund on the gain and will increase the tax basis for its shares by an
amount equal to the deemed distribution less the tax credit.
Asset allocation funds
. If the Fund is a fund of funds, asset allocation fund, or a feeder
fund in a master feeder structure (collectively referred to as a fund of funds which invests in
one or more underlying funds taxable as regulated investment companies) distributions by the
underlying funds, redemptions of shares in the underlying funds and changes in asset allocations
may result in taxable distributions to shareholders of ordinary income or capital gains. A fund of
funds (other than a feeder fund in a master feeder structure) generally will not be able currently
to offset gains realized by one underlying fund in which the fund of funds invests against losses
realized by another underlying fund. If shares of an underlying fund are purchased within 30 days
before or after redeeming at a loss other shares of that underlying fund (whether pursuant to a
rebalancing of the Funds portfolio or otherwise), all or a part of the loss will not be deductible
by the Fund and instead will increase its basis for the newly purchased shares. Also, except with
respect to a qualified fund of funds, a fund of funds (a) is not eligible to pass-through to
shareholders foreign tax credits from an underlying fund that pays foreign income taxes and (b) is
not eligible to pass-through to shareholders exempt-interest dividends from an underlying fund. A
qualified fund of funds, i.e. a Fund at least 50 percent of the value of the total assets of which
(at the close of each quarter of the taxable year) is represented by interests in other RICs, is
eligible to pass-through to shareholders (a) foreign tax credits and (b) exempt-interest dividends.
Also a fund of funds, whether or not it is a qualified fund of funds, is eligible to pass-through
to shareholders qualified dividends earned by an underlying fund (see, Taxation of Fund
Distributions Qualified dividend income for individuals and Corporate dividends received
deduction below). However, dividends paid to shareholders by a fund of funds from interest earned
by an underlying fund on U.S. Government obligations are unlikely to be exempt from state and local
income tax.
Federal excise tax
. To avoid a 4% non-deductible excise tax, the Fund must distribute by
December 31 of each year an amount equal to: (1) 98% of its ordinary income for the calendar year,
(2) 98.2% of capital gain net income (the excess of the gains from sales or exchanges of capital
assets over the losses from such sales or exchanges) for the one-year period ended on October 31 of
such calendar year (or, at the election of a regulated investment company having a taxable year
ending November 30 or December 31, for its taxable year), and (3) any prior year undistributed
ordinary income and capital gain net income. Under the RIC Mod Act, the Fund may elect to defer to
the following year any net ordinary loss incurred for the portion of the calendar year which is
after the beginning of the Funds taxable year. Also, the Fund will defer any specified gain or
specified loss which would be properly taken into account for the portion of the calendar after
October 31. Any net ordinary loss, specified gain, or specified loss deferred shall be treated as
arising on January 1 of the following calendar year. Generally, the Fund may make sufficient
distributions to avoid liability for federal income and excise tax, but can give no assurances that
all or a portion of such liability will be avoided. In addition, under certain circumstances
temporary timing or permanent differences in the realization of income and expense for book and tax
purposes can result in the Fund having to pay an excise tax.
Foreign income tax
. Investment income received by the Fund from sources within foreign
countries may be subject to foreign income tax withheld at the source, and the amount of tax
withheld generally will be treated as an expense of the Fund. The United States has entered into
tax treaties with many foreign countries that entitle the Fund to a reduced rate of, or exemption
from, tax on such income.
Some countries require the filing of a tax reclaim to receive the
benefit of the reduced tax rate; whether or when the Fund will receive the tax reclaim is within
the control of the individual country. Other countries may subject capital gains realized by the
Fund on sale or disposition of securities of that country to taxation.
It is impossible to
determine the effective rate of foreign tax in advance since the amount of the Funds assets to be
invested in various countries is not known. Under certain circumstances, the Fund may elect to
pass-through foreign tax credits to shareholders, although it reserves the right not to do so.
65
Taxation of Fund Distributions.
The Fund intends to qualify each year to pay exempt-interest
dividends by satisfying the requirement that at the close of each quarter of the Funds taxable
year at least 50% of the Funds total assets consists of Municipal Securities, which are exempt
from federal income tax.
Exempt-interest dividends
. Distributions from the Fund will constitute exempt-interest
dividends to the extent of the Funds tax-exempt interest income (net of allocable expenses and
amortized bond premium). Exempt-interest dividends distributed to shareholders of the Fund are
excluded from gross income for federal income tax purposes. However, shareholders required to file
a federal income tax return will be required to report the receipt of exempt-interest dividends on
their returns. Moreover, while exempt-interest dividends are excluded from gross income for
federal income tax purposes, they may be subject to alternative minimum tax (AMT) in certain
circumstances and may have other collateral tax consequences as discussed below.
Any gain or loss from the sale or other disposition of a tax-exempt security generally is
treated as either long-term or short-term capital gain or loss, depending upon its holding period,
and is fully taxable as described in Taxation of Fund Distributions Capital gain dividends.
However, gain recognized from the sale or other disposition of a Municipal Security purchased after
April 30, 1993, will be treated as ordinary income to the extent of the accrued market discount on
such security. See Taxation of Fund Distributions Distributions of ordinary income.
Alternative minimum tax private activity bonds
. AMT is imposed in addition to, but only to
the extent it exceeds, the regular tax and is computed at a maximum rate of 28% for non-corporate
taxpayers and 20% for corporate taxpayers on the excess of the taxpayers alternative minimum
taxable income (AMTI) over an exemption amount. Exempt-interest dividends derived from certain
private activity Municipal Securities issued after August 7, 1986, generally will constitute an
item of tax preference includable in AMTI for both corporate and non-corporate taxpayers. However
tax-exempt interest on private activity bonds issued in 2009 and 2010 is not an item of tax
preference for purposes of the AMT. In addition, exempt-interest dividends derived from all
Municipal Securities regardless of the date of issue must be included in adjusted current earnings
that are used in computing an additional corporate preference item includable in AMTI. Certain
small corporations are wholly exempt from the AMT. Consistent with its stated investment
objective, the Fund intends to limit its investments in private activity bonds subject to the AMT
to no more than 20% of its total assets in any given year.
Effect on taxation of social security benefits; denial of interest deduction; substantial
users
. Exempt-interest dividends must be taken into account in computing the portion, if any, of
social security or railroad retirement benefits that must be included in an individual
shareholders gross income subject to federal income tax. Further, a shareholder of the Fund is
denied a deduction for interest on indebtedness incurred or continued to purchase or carry shares
of the Fund. Moreover, a shareholder who is (or is related to) a substantial user of a facility
financed by industrial development bonds held by the Fund will likely be subject to tax on
dividends paid by the Fund that are derived from interest on such bonds. Receipt of
exempt-interest dividends may result in other collateral federal income tax consequences to certain
taxpayers, including financial
institutions, property and casualty insurance companies and foreign corporations engaged in a
trade or business in the United States.
Exemption from state tax
. To the extent that exempt-interest dividends are derived from
interest on obligations of a state or its political subdivisions or from interest on qualifying
U.S. territorial obligations (including qualifying obligations of Puerto Rico, the U.S. Virgin
Islands, and Guam), they also may be exempt from that states personal income taxes. Most states,
however, do not grant tax-free treatment to interest on state and municipal securities of other
states.
Failure of a Municipal Security to qualify to pay exempt-interest
. Failure of the issuer of a
tax-exempt security to comply with certain legal or contractual requirements relating to a
Municipal Security could cause interest on the Municipal Security, as well as Fund distributions
derived from this interest, to
66
become taxable, perhaps retroactively to the date the Municipal
Security was issued. In such a case, the Fund may be required to report to the IRS and send to
shareholders amended Forms 1099 for a prior taxable year in order to report additional taxable
income. This in turn could require shareholders to file amended federal and state income tax
returns for such prior year to report and pay tax and interest on their pro rata share of the
additional amount of taxable income.
Distributions of ordinary income
. The Fund may invest a portion of its assets in securities
that pay taxable interest
.
The Fund also may distribute to you any market discount and net
short-term capital gains from the sale of its portfolio securities. If you are a taxable investor,
Fund distributions from this income are taxable to you as ordinary income to the extent of the
Funds earnings and profits. None of the dividends paid by the Fund will qualify for the dividends
received deduction in the case of corporate shareholders or as qualified dividend income subject to
reduced rates of taxation in the case of noncorporate shareholders. Provided the Fund otherwise
satisfies the Distribution Requirement, the Fund reserves the right to retain, and not distribute
to shareholders, income and gains taxable as ordinary income, in which case the Fund would be
subject to tax at regular corporate rates.
Capital gain dividends.
Taxes on distributions of capital gains are determined by how long
the Fund owned the investments that generated them, rather than how long a shareholder has owned
his or her shares. In general, the Fund will recognize long-term capital gain or loss on the sale
or other disposition of assets it has owned for more than one year, and short-term capital gain or
loss on investments it has owned for one year or less. Distributions of net capital gain (the
excess of net long-term capital gain over net short-term capital loss) that are properly reported
by the Fund to shareholders as capital gain dividends generally will be taxable to a shareholder
receiving such distributions as long-term capital gain. Long-term capital gain rates applicable to
individuals are taxed at the maximum rate of 15% or 25% (through 2012) depending on the nature of
the capital gain. Distributions of net short-term capital gains for a taxable year in excess of
net long-term capital losses for such taxable year generally will be taxable to a shareholder
receiving such distributions as ordinary income. Invesco Tax-Exempt Cash Fund does not expect to
realize any long-term capital gains and losses
.
Maintaining a $1 share price Invesco Tax-Exempt Cash Fund
. Gains and losses on the sale
of portfolio securities and unrealized appreciation or depreciation in the value of these
securities may require the Fund to adjust its dividends to maintain its $1 share price. This
procedure may result in under- or over-distributions by the Fund of its net investment income.
This in turn may result in return of capital distributions, the effect of which is described in the
following paragraph.
Return of capital distributions
. Distributions by the Fund that are not paid from earnings
and profits will be treated as a return of capital to the extent of (and in reduction of) the
shareholders tax basis in his shares; any excess will be treated as gain from the sale of his
shares. Thus, the portion of a distribution that constitutes a return of capital will decrease the
shareholders tax basis in his Fund shares (but not below zero), and will result in an increase in
the amount of gain (or decrease in the amount of loss) that will be recognized by the
shareholder for tax purposes on the later sale of such Fund shares. Return of capital
distributions can occur for a number of reasons including, among others, the Fund over-estimates
the income to be received from certain investments such as those classified as partnerships or
equity REITs. See Tax Treatment of Portfolio Transactions Investments in U.S. REITs.
Impact of net unrealized appreciation of portfolio securities
. At the time of your purchase
of shares (except in a money market fund that maintains a stable net asset value), the Funds net
asset value may reflect net unrealized appreciation of portfolio securities held by the Fund. A
subsequent distribution to you of such amounts, although constituting a return of your investment,
would be taxable and would be taxed as either ordinary income or capital gain unless you are
investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement
account. The Fund may be able to reduce the amount of such distributions by utilizing its capital
loss carryovers, if any.
Tax credit bonds
. If the Fund holds, directly or indirectly, one or more tax
credit bonds (including build America bonds, clean renewable energy bonds and qualified
tax credit bonds) on one or
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more applicable dates during a taxable year, the Fund may elect
to permit its shareholders to claim a tax credit on their income tax returns equal to each
shareholders proportionate share of tax credits from the applicable bonds that otherwise
would be allowed to the Fund. In such a case, shareholders must include in gross income
(as interest) their proportionate share of the income attributable to their proportionate
share of those offsetting tax credits. A shareholders ability to claim a tax credit
associated with one or more tax credit bonds may be subject to certain limitations imposed
by the Code. Even if the Fund is eligible to pass through tax credits to shareholders, the
Fund may choose not to do so.
U.S. Government interest
. Income earned on certain U.S. Government obligations is exempt from
state and local personal income taxes if earned directly by you. States also grant tax-free status
to dividends paid to you from interest earned on direct obligations of the U.S. Government, subject
in some states to minimum investment or reporting requirements that must be met by the Fund.
Income on investments by the Fund in certain other obligations, such as repurchase agreements
collateralized by U.S. Government obligations, commercial paper and federal agency-backed
obligations (e.g., GNMA or FNMA obligations), generally does not qualify for tax-free treatment.
The rules on exclusion of this income are different for corporations. If the Fund is a fund of
funds, see Taxation of the Fund Asset allocation funds.
Dividends declared in December and paid in January
. Ordinarily, shareholders are required to
take distributions by the Fund into account in the year in which the distributions are made.
However, dividends declared in October, November or December of any year and payable to
shareholders of record on a specified date in such a month will be deemed to have been received by
the shareholders (and made by the Fund) on December 31 of such calendar year if such dividends are
actually paid in January of the following year. Shareholders will be advised annually as to the
U.S. federal income tax consequences of distributions made (or deemed made) during the year in
accordance with the guidance that has been provided by the IRS.
Medicare tax
. The recently enacted Patient Protection and Affordable Care Act of 2010, as
amended by the Health Care and Education Affordability Reconciliation Act of 2010, will impose a
3.8% Medicare tax on net investment income earned by certain individuals, estates and trusts for
taxable years beginning after December 31, 2012. Net investment income, for these purposes, means
investment income, including ordinary dividends and capital gain distributions received from the
Fund and net gains from redemptions or other taxable dispositions of Fund shares, reduced by the
deductions properly allocable to such income. In the case of an individual, the tax will be
imposed on the lesser of (1) the shareholders net investment income or (2) the amount by which the
shareholders modified adjusted gross income exceeds $250,000
(if the shareholder is married and filing jointly or a surviving spouse), $125,000 (if the
shareholder is married and filing separately) or $200,000 (in any other case). Net investment
income does not include exempt-interest dividends.
Sale or Redemption of Fund Shares.
A shareholder will recognize gain or loss on the sale or
redemption of shares of the Fund in an amount equal to the difference between the proceeds of the
sale or redemption and the shareholders adjusted tax basis in the shares. If you owned your
shares as a capital asset, any gain or loss that you realize will be considered capital gain or
loss and will be long-term capital gain or loss if the shares were held for longer than one year.
Capital losses in any year are deductible only to the extent of capital gains plus, in the case of
a noncorporate taxpayer, $3,000 of ordinary income.
68
Tax basis information
. The Fund is required to report to you and the IRS annually on Form
1099-B the cost basis of shares purchased or acquired on or after January 1, 2012 where the cost
basis of the shares is known by the Fund (referred to as covered shares) and which are disposed
of after that date. However, cost basis reporting is not required for certain shareholders,
including shareholders investing in the Fund through a tax-advantaged retirement account, such as a
401(k) plan or an individual retirement account, or shareholders investing in a money market fund
that maintains a stable net asset value. When required to report cost basis, the Fund will
calculate it using the Funds default method of average cost, unless you instruct the Fund to use a
different calculation method. In general, average cost is the total cost basis of all your shares
in an account divided by the total number of shares in the account. To determine whether short-term
or long-term capital gains taxes apply, the IRS presumes you redeem your oldest shares first.
The IRS permits the use of several methods to determine the cost basis of mutual fund shares.
The method used will determine which specific shares are deemed to be sold when there are multiple
purchases on different dates at differing share prices, and the entire position is not sold at one
time. The Fund does not recommend any particular method of determining cost basis, and the use of
other methods may result in more favorable tax consequences for some shareholders. It is important
that you consult with your tax advisor to determine which method is best for you and then notify
the Fund if you intend to utilize a method other than average cost for covered shares.
In addition to the Funds default method of average cost, other cost basis methods offered by
Invesco, which you may elect to apply to covered shares, include:
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First-In First-Out shares acquired first in the account are the first shares
depleted.
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Last-In First-Out shares acquired last in the account are the first shares
depleted.
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High Cost shares acquired with the highest cost per share are the first shares
depleted.
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Low Cost shares acquired with the lowest cost per share are the first shares
depleted.
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Loss/Gain Utilization depletes shares with losses before gains, consistent with
the objective of minimizing taxes. For shares that yield a loss, shares owned one year
or less (short-term) will be depleted ahead of shares owned more than one year
(long-term). For gains, long-term shares will be depleted ahead of short-term gains.
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Specific Lot Identification shareholder selects which lots to deplete at time of
each disposition. Transaction amount must be in shares. If insufficient shares are
identified at the time of disposition, then a secondary default method of first-in
first-out will be applied.
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You may elect any of the available methods detailed above for your covered shares. If you do
not notify the Fund of your elected cost basis method, the default method of average cost will be
applied to your covered shares upon redemption. The cost basis for covered shares will be
calculated separately from any noncovered shares (defined below) you may own. You may change or
revoke the use of the average cost method and revert to another cost basis method if you notify the
Fund by the date of the first sale, exchange, or other disposition of your covered shares. In
addition, you may change to another cost basis method at any time by notifying the Fund, but only
for shares acquired after the date of the change (the change is prospective). The basis of the
shares that were averaged before the change will remain averaged after the date of the change.
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The Fund may also provide Fund shareholders (but not the IRS) with information concerning the
average cost basis of their shares purchased prior to January 1, 2012 (noncovered shares) in
order to assist you with the calculation of gain or loss from a sale or redemption of noncovered
shares. With the exception of the specific lot identification method, Invesco first depletes
noncovered shares in first- in, first- out order before applying your elected method to your
remaining covered shares. If you want to deplete your shares in a different order then you must
elect specific lot identification and choose the lots you wish to deplete first. Shareholders that
use the average cost method for noncovered shares must make the election to use the average cost
method for these shares on their federal income tax returns in accordance with Treasury
regulations. This election for noncovered shares cannot be made by notifying the Fund.
The Fund will compute and report the cost basis of your Fund shares sold or exchanged by
taking into account all of the applicable adjustments to cost basis and holding periods as required
by the Code and Treasury regulations for purposes of reporting these amounts to you and , in the
case of covered shares, to the IRS. However, the Fund is not required to, and in many cases the
Fund does not possess the information to, take all possible basis, holding period or other
adjustments into account in reporting cost basis information to you. Therefore, shareholders should
carefully review the cost basis information provided by the Fund, whether this information is
provided pursuant to compliance with cost basis reporting requirements for shares acquired on or
after January 1, 2012, or is provided by the Fund as a service to shareholders for shares acquired
prior to that date, and make any additional basis, holding period or other adjustments that are
required by the Code and Treasury regulations when reporting these amounts on their federal income
tax returns. Shareholders remain solely responsible for complying with all federal income tax laws
when filing their federal income tax returns.
If you hold your Fund shares through a broker (or other nominee), please contact that broker
(nominee) with respect to the reporting of cost basis and available elections for your account.
For more information about the cost basis methods offered by Invesco, please refer to the Tax
Center located under the Accounts & Services menu of our website at
www.invesco.com/us
.
Wash sale rule
. All or a portion of any loss so recognized may be deferred under the wash
sale rules if the shareholder purchases other shares of the Fund within 30 days before or after the
sale or redemption.
Sales at a loss within six months of purchase
. Any capital loss arising from the sale or
redemption of shares held for six months or less will be treated as a long-term capital loss to the
extent of the amount of capital gain dividends received on such shares.
70
Deferral of basis any class that bears a front-end sales load
. If a shareholder (a) incurs
a sales load in acquiring shares of the Fund, (b) disposes of such shares less than 91 days after
they are acquired, and (c) subsequently acquires shares of the Fund or another Fund by January 31
of the calendar year following the calendar year in which the disposition of the original shares
occurred at a reduced sales load pursuant to a right to reinvest at such reduced sales load
acquired in connection with the acquisition of the shares disposed of, then the sales load on
the shares disposed of (to the extent of the reduction in the sales load on the shares subsequently
acquired) shall not be taken into account in determining gain or loss on the shares disposed of,
but shall be treated as incurred on the acquisition of the shares subsequently acquired. The wash
sale rules may also limit the amount of loss that may be taken into account on disposition after
such adjustment.
Conversion of shares into shares of the same Fund
. The conversion of shares of one class
into another class of the same Fund is not taxable for federal income tax purposes. Thus, the
automatic conversion of Class B shares into Class A shares of the same Fund at the end of
approximately eight years after purchase will be tax-free for federal income tax purposes.
Invesco Tax-Exempt Cash Fund
. Because shares in Invesco Tax-Exempt Cash Fund are offered and
redeemed at a constant net asset value of $1.00 per share, a shareholder will generally recognize
neither gain nor loss on a redemption of shares.
Tax shelter reporting.
Under Treasury regulations, if a shareholder recognizes a
loss with respect to the Funds shares of $2 million or more for an individual shareholder
or $10 million or more for a corporate shareholder, the shareholder must file with the IRS
a disclosure statement on Form 8886.
Tax Treatment of Portfolio Transactions.
Set forth below is a general description of the tax
treatment of certain types of securities, investment techniques and transactions that may apply to
a fund. This section should be read in conjunction with the discussion under Description of the
Funds and their Investments and Risks Investment Strategies and Risks for a detailed description
of the various types of securities and investment techniques that apply to the Fund.
In general
. In general, gain or loss recognized by a fund on the sale or other disposition of
portfolio investments will be a capital gain or loss. Such capital gain and loss may be long-term
or short-term depending, in general, upon the length of time a particular investment position is
maintained and, in some cases, upon the nature of the transaction. Property held for more than one
year generally will be eligible for long-term capital gain or loss treatment. The application of
certain rules described below may serve to alter the manner in which the holding period for a
security is determined or may otherwise affect the characterization as long-term or short-term, and
also the timing of the realization and/or character, of certain gains or losses.
Certain fixed-income investments
. Gain recognized on the disposition of a debt obligation
purchased by a fund at a market discount (generally, at a price less than its principal amount)
will be treated as ordinary income to the extent of the portion of the market discount that accrued
during the period of time the fund held the debt obligation unless the fund made a current
inclusion election to accrue market discount into income as it accrues. If a fund purchases a debt
obligation (such as a zero coupon security or pay-in-kind security) that was originally issued at
a discount, the fund generally is required to include in gross income each year the portion of the
original issue discount that accrues during such year
.
Therefore, a funds investment in such
securities may cause the fund to recognize income and make distributions to shareholders before it
receives any cash payments on the securities. To generate cash to satisfy those distribution
requirements, a fund may have to sell portfolio securities that it otherwise might have continued
to hold or to use cash flows from other sources such as the sale of fund shares.
71
Investments in debt obligations that are at risk of or in default present tax issues for a
fund
. Tax rules are not entirely clear about issues such as whether and to what extent a fund
should recognize market discount on a debt obligation, when a fund may cease to accrue interest,
original issue discount or market discount, when and to what extent a fund may take deductions for
bad debts or worthless securities and how a fund should allocate payments received on obligations
in default between principal and income. These and other related issues will be addressed by a
fund in order to ensure that it distributes sufficient income to preserve its
status as a regulated investment company.
Options, futures, forward contracts, swap agreements and hedging transactions
. In general,
option premiums received by a fund are not immediately included in the income of the fund.
Instead, the premiums are recognized when the option contract expires, the option is exercised by
the holder, or the fund transfers or otherwise terminates the option (e.g., through a closing
transaction). If an option written by a fund is exercised and the fund sells or delivers the
underlying stock, the fund generally will recognize capital gain or loss equal to (a) sum of the
strike price and the option premium received by the fund minus (b) the funds basis in the stock.
Such gain or loss generally will be short-term or long-term depending upon the holding period of
the underlying stock. If securities are purchased by a fund pursuant to the exercise of a put
option written by it, the fund generally will subtract the premium received from its cost basis in
the securities purchased. The gain or loss with respect to any termination of a funds obligation
under an option other than through the exercise of the option and related sale or delivery of the
underlying stock generally will be short-term gain or loss depending on whether the premium income
received by the fund is greater or less than the amount paid by the fund (if any) in terminating
the transaction. Thus, for example, if an option written by a fund expires unexercised, the fund
generally will recognize short-term gain equal to the premium received.
The tax treatment of certain futures contracts entered into by a fund as well as listed non-equity
options written or purchased by the fund on U.S. exchanges (including options on futures contracts,
broad-based equity indices and debt securities) may be governed by section 1256 of the Code
(section 1256 contracts). Gains or losses on section 1256 contracts generally are considered 60%
long-term and 40% short-term capital gains or losses (60/40), although certain foreign currency
gains and losses from such contracts may be treated as ordinary in character. Also, any section
1256 contracts held by a fund at the end of each taxable year (and, for purposes of the 4% excise
tax, on certain other dates as prescribed under the Code) are marked-to-market with the result
that unrealized gains or losses are treated as though they were realized and the resulting gain or
loss is treated as ordinary or 60/40 gain or loss, as applicable. Section 1256 contracts do not
include any interest rate swap, currency swap, basis swap, interest rate cap, interest rate floor,
commodity swap, equity swap, equity index swap, credit default swap, or similar agreement.
In addition to the special rules described above in respect of options and futures
transactions, a funds transactions in other derivative instruments (including options, forward
contracts and swap agreements) as well as its other hedging, short sale, or similar transactions,
may be subject to one or more special tax rules (including the constructive sale, notional
principal contract, straddle, wash sale and short sale rules). These rules may affect whether
gains and losses recognized by a fund are treated as ordinary or capital or as short-term or
long-term, accelerate the recognition of income or gains to the fund, defer losses to the fund, and
cause adjustments in the holding periods of the funds securities. These rules, therefore, could
affect the amount, timing and/or character of distributions to shareholders. Moreover, because the
tax rules applicable to derivative financial instruments are in some cases uncertain under current
law, an adverse determination or future guidance by the IRS with respect to these rules (which
determination or guidance could be retroactive) may affect whether a fund has made sufficient
distributions and otherwise satisfied the relevant requirements to maintain its qualification as a
regulated investment company and avoid a fund-level tax.
Certain of a funds investments in derivatives and foreign currency-denominated instruments,
and the funds transactions in foreign currencies and hedging activities, may produce a difference
between its book income and its taxable income. If a funds book income is less than
72
the sum of
its taxable income and net tax-exempt income (if any), the fund could be required to make
distributions exceeding book income to qualify as a regulated investment company. If a funds book
income exceeds the sum of its taxable income and net tax-exempt income (if any), the distribution
of any such excess will be treated as (i) a dividend to the extent of the funds remaining earnings
and profits (including current earnings and profits arising from tax-exempt
income), reduced by related deductions), (ii) thereafter, as a return of capital to the extent
of the recipients basis in the shares, and (iii) thereafter, as gain from the sale or exchange of
a capital asset.
Foreign currency transactions
. A funds transactions in foreign currencies, foreign
currency-denominated debt obligations and certain foreign currency options, futures contracts and
forward contracts (and similar instruments) may give rise to ordinary income or loss to the extent
such income or loss results from fluctuations in the value of the foreign currency concerned. This
treatment could increase or decrease a funds ordinary income distributions to you, and may cause
some or all of the funds previously distributed income to be classified as a return of capital.
In certain cases, a fund may make an election to treat such gain or loss as capital.
PFIC investments
. A fund may invest in securities of foreign companies that may be classified
under the Code as PFICs. In general, a foreign company is classified as a PFIC if at least
one-half of its assets constitute investment-type assets or 75% or more of its gross income is
investment-type income. When investing in PFIC securities, a fund intends to mark-to-market these
securities under certain provisions of the Code and recognize any unrealized gains as ordinary
income at the end of the funds fiscal and excise tax years. Deductions for losses are allowable
only to the extent of any current or previously recognized gains. These gains (reduced by
allowable losses) are treated as ordinary income that a fund is required to distribute, even though
it has not sold or received dividends from these securities. You should also be aware that the
designation of a foreign security as a PFIC security will cause its income dividends to fall
outside of the definition of qualified foreign corporation dividends. These dividends generally
will not qualify for the reduced rate of taxation on qualified dividends when distributed to you by
a fund. Foreign companies are not required to identify themselves as PFICs. Due to various
complexities in identifying PFICs, a fund can give no assurances that it will be able to identify
portfolio securities in foreign corporations that are PFICs in time for the fund to make a
mark-to-market election. If a fund is unable to identify an investment as a PFIC and thus does not
make a mark-to-market election, the fund may be subject to U.S. federal income tax on a portion of
any excess distribution or gain from the disposition of such shares even if such income is
distributed as a taxable dividend by the fund to its shareholders. Additional charges in the
nature of interest may be imposed on a fund in respect of deferred taxes arising from such
distributions or gains.
Investments in non-U.S. REITs. While non-U.S. REITs often use complex acquisition structures
that seek to minimize taxation in the source country, an investment by a fund in a non-U.S. REIT
may subject the fund, directly or indirectly, to corporate taxes, withholding taxes, transfer taxes
and other indirect taxes in the country in which the real estate acquired by the non-U.S. REIT is
located. The funds pro rata share of any such taxes will reduce the funds return on its
investment. A funds investment in a non-U.S. REIT may be considered an investment in a PFIC, as
discussed above in Tax Treatment of Portfolio Transactions- PFIC investments. Additionally,
foreign withholding taxes on distributions from the non-U.S. REIT may be reduced or eliminated
under certain tax treaties, as discussed above in Taxation of the Fund Foreign income tax.
Also, the fund in certain limited circumstances may be required to file an income tax return in the
source country and pay tax on any gain realized from its investment in the non-U.S. REIT under
rules similar to those in the United States which tax foreign persons on gain realized from
dispositions of interests in U.S. real estate.
73
Investments in U.S. REITs.
A U.S. REIT is not subject to federal income tax on the income
and gains it distributes to shareholders. Dividends paid by a U.S. REIT, other than capital gain
distributions, will be taxable as ordinary income up to the amount of the U.S. REITs current and
accumulated earnings and profits. Capital gain dividends paid by a U.S. REIT to the fund will be
treated as long term capital gains by the fund and, in turn, may be distributed by the fund to its
shareholders as a capital gain distribution. Because of certain noncash expenses, such as property
depreciation, an equity U.S. REITs cash flow may exceed its taxable income. The equity U.S. REIT,
and in turn a fund, may distribute this excess cash to shareholders in the form of a return of
capital distribution. However, if a U.S. REIT is operated in a manner that fails to qualify as a
REIT, an investment in the U.S. REIT would become subject to double taxation, meaning the taxable
income of the U.S. REIT would be subject to federal income tax at regular corporate rates without
any deduction for dividends paid to shareholders and the dividends would be taxable to shareholders
as ordinary income (or possibly as qualified dividend income) to the extent of the U.S. REITs
current and accumulated earnings and profits. Also, see Tax Treatment of Portfolio Transactions
Investment in taxable mortgage pools (excess inclusion income) and Foreign Shareholders
U.S. withholding tax at the source with respect to certain other tax aspects of investing in U.S.
REITs.
Investment in taxable mortgage pools (excess inclusion income).
Under a Notice issued by the
IRS, the Code and Treasury regulations to be issued, a portion of a funds income from a U.S. REIT
that is attributable to the REITs residual interest in a real estate mortgage investment conduits
(REMICs) or equity interests in a taxable mortgage pool (referred to in the Code as an excess
inclusion) will be subject to federal income tax in all events. The excess inclusion income of a
regulated investment company, such as a fund, will be allocated to shareholders of the regulated
investment company in proportion to the dividends received by such shareholders, with the same
consequences as if the shareholders held the related REMIC residual interest or, if applicable,
taxable mortgage pool directly. In general, excess inclusion income allocated to shareholders (i)
cannot be offset by net operating losses (subject to a limited exception for certain thrift
institutions), (ii) will constitute unrelated business taxable income (UBTI) to entities (including
qualified pension plans, individual retirement accounts, 401(k) plans, Keogh plans or other
tax-exempt entities) subject to tax on UBTI, thereby potentially requiring such an entity that is
allocated excess inclusion income, and otherwise might not be required to file a tax return, to
file a tax return and pay tax on such income, and (iii) in the case of a foreign stockholder, will
not qualify for any reduction in U.S. federal withholding tax. In addition, if at any time during
any taxable year a disqualified organization (which generally includes certain cooperatives,
governmental entities, and tax-exempt organizations not subject to UBTI) is a record holder of a
share in a regulated investment company, then the regulated investment company will be subject to a
tax equal to that portion of its excess inclusion income for the taxable year that is allocable to
the disqualified organization, multiplied by the highest federal income tax rate imposed on
corporations. The Notice imposes certain reporting requirements upon regulated investment
companies that have excess inclusion income. There can be no assurance that a fund will not
allocate to shareholders excess inclusion income.
These rules are potentially applicable to a fund with respect to any income it receives from
the equity interests of certain mortgage pooling vehicles, either directly or, as is more likely,
through an investment in a U.S. REIT. It is unlikely that these rules will apply to a fund that
has a non-REIT strategy.
Investments in partnerships and QPTPs.
For purposes of the Income Requirement, income derived
by a fund from a partnership that is not a QPTP will be treated as qualifying income only to the
extent such income is attributable to items of income of the partnership that would be qualifying
income if realized directly by the fund. For purposes of testing whether the fund satisfies the
Asset Diversification Test, the fund generally is treated as owning a pro rata share of the
underlying assets of a partnership. See Taxation of the Fund Qualification as a regulated
investment company. In contrast, different rules apply to a partnership that is a QPTP. A QPTP
is a partnership (a) the interests in which are traded on an established securities market,
(b) that is treated as a partnership for federal income tax purposes, and (c) that derives
less than
74
90% of its income from sources that satisfy the Income Requirement (i.e., because it
invests in commodities). All of the net income derived by a fund from an interest in a QPTP will
be treated as qualifying income but the Fund may not invest more than 25% of its total assets in
one or more QPTPs. However, there can be no assurance that a partnership classified as a QPTP in
one year will qualify as a QPTP in the next year. Any such failure to annually qualify as a QPTP
might, in turn, cause a fund to fail to qualify as a regulated investment company. Although, in
general, the passive loss rules of the Code do not apply to RICs, such rules do apply to a fund
with respect to items attributable to an interest in a QPTP. Fund investments in partnerships,
including in QPTPs, may result in the funds being subject to state, local or foreign income,
franchise or withholding tax liabilities.
Investments in commodities structured notes, corporate subsidiary and certain ETFs.
Gains
from the disposition of commodities, including precious metals, will neither be considered
qualifying income for purposes of satisfying the Income Requirement nor qualifying assets for
purposes of satisfying the Asset Diversification Test. See Taxation of the Fund Qualification
as a regulated investment company. Also, the IRS has issued a Revenue Ruling which holds that
income derived from commodity-linked swaps is not qualifying income for purposes of the Income
Requirement. However, in a subsequent Revenue Ruling, as well as in a number of follow-on private
letter rulings, the IRS provides that income from certain alternative investments which create
commodity exposure, such as certain commodity index-linked or structured notes or a corporate
subsidiary that invests in commodities, may be considered qualifying income under the Code.
However, as of the date of this SAI, the IRS has suspended the issuance of any further private
letter rulings pending a review of its position. Should the IRS issue guidance that adversely
affects the tax treatment of a funds use of commodity-linked notes, or a corporate subsidiary, the
fund may no longer be able to utilize commodity index-linked notes or a corporate subsidiary to
gain commodity exposure. In addition, a fund may gain exposure to commodities through investment
in QPTPs such as an exchange traded fund or ETF that is classified as a partnership and which
invests in commodities. Accordingly, the extent to which a fund invests in commodities or
commodity-linked derivatives may be limited by the Income Requirement and the Asset Diversification
Test, which the fund must continue to satisfy to maintain its status as a regulated investment
company. A fund also may be limited in its ability to sell its investments in commodities,
commodity-linked derivatives, and certain ETFs or be forced to sell other investments to generate
income due to the Income Requirement. In lieu of potential disqualification, a fund is permitted
to pay a tax for certain failures to satisfy the Asset Diversification Test or Income Requirement,
which, in general, are limited to those due to reasonable cause and not willful neglect, for
taxable years of a fund with respect to which the extended due date of the return is after December
22, 2010.
Securities lending
. While securities are loaned out by a fund, the fund generally will
receive from the borrower amounts equal to any dividends or interest paid on the borrowed
securities. For federal income tax purposes, payments made in lieu of dividends are not
considered dividend income. These distributions will neither qualify for the reduced rate of
taxation for individuals on qualified dividends nor the 70% dividends received deduction for
corporations. Also, any foreign tax withheld on payments made in lieu of dividends or interest
will not qualify for the pass-through of foreign tax credits to shareholders. Additionally, in the
case of a fund with a strategy of investing in tax-exempt securities, any payments made in lieu
of tax-exempt interest will be considered taxable income to the fund, and thus, to the investors,
even though such interest may be tax-exempt when paid to the borrower.
Investments in convertible securities
. Convertible debt is ordinarily treated as a single
property consisting of a pure debt interest until conversion, after which the investment becomes
an equity interest. If the security is issued at a premium (i.e., for cash in excess of the face
amount payable on retirement), the creditor-holder may amortize the premium over the life of the
bond. If the security is issued for cash at a price below its face amount, the creditor-holder
must accrue original issue discount in income over the life of the debt. The creditor-holders
exercise of
the conversion privilege is treated as a nontaxable event. Mandatorily convertible debt
(e.g., an exchange traded note or ETN issued in the form of an unsecured obligation that pays a
return based on the performance of a specified market index, exchange currency, or commodity) is
often, but not always, treated as a contract to buy or sell the reference property rather than
debt. Similarly, convertible preferred stock with a mandatory conversion feature is
75
ordinarily,
but not always, treated as equity rather than debt. Dividends received generally are qualified
dividend income and eligible for the corporate dividends received deduction. In general, conversion
of preferred stock for common stock of the same corporation is tax-free. Conversion of preferred
stock for cash is a taxable redemption. Any redemption premium for preferred stock that is
redeemable by the issuing company might be required to be amortized under original issue discount
(OID) principles.
Tax Certification and Backup Withholding.
Tax certification and backup withholding tax laws
may require that you certify your tax information when you become an investor in the Fund. For
U.S. citizens and resident aliens, this certification is made on IRS Form W-9. Under these laws,
the Fund must withhold a portion of your taxable distributions and sales proceeds unless you:
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provide your correct Social Security or taxpayer identification number,
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certify that this number is correct,
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certify that you are not subject to backup withholding, and
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certify that you are a U.S. person (including a U.S. resident alien).
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The Fund also must withhold if the IRS instructs it to do so. When withholding is required,
the amount will be 28% of any distributions or proceeds paid. This rate will expire and the backup
withholding rate will be 31% for amounts paid after December 31, 2012, unless Congress enacts tax
legislation providing otherwise. Backup withholding is not an additional tax. Any amounts
withheld may be credited against the shareholders U.S. federal income tax liability, provided the
appropriate information is furnished to the IRS. Certain payees and payments are exempt from
backup withholding and information reporting.
Non-U.S. investors have special U.S. tax certification requirements. See Foreign
Shareholders Tax certification and backup withholding.
Foreign Shareholders.
Shareholders who, as to the United States, are nonresident alien
individuals, foreign trusts or estates, foreign corporations, or foreign partnerships (foreign
shareholder), may be subject to U.S. withholding and estate tax and are subject to special U.S. tax
certification requirements.
Taxation of a foreign shareholder depends on whether the income from the Fund is effectively
connected with a U.S. trade or business carried on by such shareholder.
U.S. withholding tax at the source
. If the income from the Fund is not effectively connected
with a U.S. trade or business carried on by a foreign shareholder, distributions to such
shareholder will be subject to U.S. withholding tax at the rate of 30% (or lower treaty rate) upon
the gross amount of the distribution, subject to certain exemptions including those for dividends
reported by the Fund to shareholders as:
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exempt-interest dividends paid by the Fund from its net interest
income earned on municipal securities;
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capital gain dividends paid by the Fund from its net long-term
capital gains (other than those from disposition of a U.S. real property interest),
unless you are a nonresident alien present in the United States for a period or
periods aggregating 183 days or more during the calendar year; and
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with respect to taxable years of the Fund beginning before January 1,
2012 (unless such sunset date, is extended, possibly retroactively to January 1, 2012,
or made permanent), interest-related dividends paid by the Fund from its qualified net
interest income from U.S. sources and short-term capital gains dividends. After such
sunset date, short-term capital gains are taxable to non-U.S. investors as ordinary
dividends subject to U.S. withholding tax at a 30% or lower treaty rate.
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76
However, the Fund does not intend to utilize the exemptions for interest-related
dividends paid and short-term capital gain dividends paid. Moreover, notwithstanding such
exemptions from U.S. withholding at the source, any dividends and distributions of income
and capital gains, including the proceeds from the sale of your Fund shares, will be
subject to backup withholding at a rate of 28% if you fail to properly certify that you are
not a U.S. person. This rate will expire and the backup withholding tax rate will be 31%
for amounts paid after December 31, 2012, unless Congress enacts tax legislation providing
otherwise.
Foreign shareholders may be subject to U.S. withholding tax at a rate of 30% on the
income resulting from an election to pass-through foreign tax credits to shareholders, but
may not be able to claim a credit or deduction with respect to the withholding tax for the
foreign tax treated as having been paid by them.
Amounts reported by the Fund to shareholders as capital gain dividends (a) that are
attributable to certain capital gain dividends received from a qualified investment entity (QIE)
(generally defined as either (i) a U.S. REIT or (ii) a RIC classified as a U.S. real property
holding corporation or which would be if the exceptions for holding 5% or less of a class of
publicly traded shares or an interest in a domestically controlled QIE did not apply) or (b) that
are realized by the Fund on the sale of a U.S. real property interest (including gain realized on
sale of shares in a QIE other than one that is a domestically controlled), will not be exempt from
U.S. federal income tax and may be subject to U.S. withholding tax at the rate of 30% (or lower
treaty rate) if the Fund by reason of having a REIT strategy is classified as a QIE. If the Fund
is so classified, foreign shareholders owning more than 5% of the Funds shares may be treated as
realizing gain from the disposition of a U.S. real property interest, causing Fund distributions to
be subject to U.S. withholding tax at a rate of 35%, and requiring the filing of a nonresident U.S.
income tax return. In addition, if the Fund is classified as a QIE, anti-avoidance rules apply to
certain wash sale transactions. Namely, if the Fund is a QIE and a foreign shareholder disposes of
the Funds shares prior to the Fund paying a distribution attributable to the disposition of a U.S.
real property interest and the foreign shareholder later acquires an identical stock interest in a
wash sale transaction, the foreign shareholder may still be required to pay U.S. tax on the Funds
distribution. Also, the sale of shares of the Fund, if classified as a U.S. real property holding
corporation, could also be considered a sale of a U.S. real property interest with any resulting
gain from such sale being subject to U.S. tax as income effectively connected with a U.S. trade or
business. These rules generally apply to dividends paid by the Fund before January 1, 2012
(unless such sunset date is extended, possibly retroactively to January 1, 2012, or made
permanent). After such sunset date, Fund distributions from a U.S. REIT (whether or not
domestically controlled) attributable to gain from the disposition of a U.S. real property interest
will continue to be subject to the withholding rules described above provided the Fund is
classified as a QIE.
Income effectively connected with a U.S. trade or business
. If the income from the Fund is
effectively connected with a U.S. trade or business carried on by a foreign shareholder, then
ordinary income dividends, capital gain dividends and any gains realized upon the sale or
redemption of shares of the Fund will be subject to U.S. federal income tax at the rates applicable
to U.S. citizens or domestic corporations and require the filing of a nonresident U.S. income tax
return.
Tax certification and backup withholding
. Foreign shareholders may have special U.S. tax
certification requirements to avoid backup withholding (at a rate of 28%), subject to increase to
31% as described above, and if applicable, to obtain the benefit of any income tax treaty between
the foreign shareholders country of residence and the United States. To claim these tax benefits,
the foreign shareholder must provide a properly completed Form W-8BEN (or other Form W-8, where
applicable, or their substitute forms) to establish his or her status as a non-U.S. investor, to
claim beneficial ownership over the assets in the account, and to claim, if applicable, a reduced
rate of or exemption from withholding tax under the applicable treaty. A Form W-8BEN provided
without a U.S. taxpayer identification number remains in effect for a period of three years
beginning on the date that it is signed and ending on the last day of the third succeeding calendar
year. However, non-U.S. investors must advise the Fund of any changes of circumstances that would
render the information given on the form incorrect, and must then provide a new W-8BEN to avoid the
prospective application of backup
77
withholding. Forms W-8BEN with U.S. taxpayer identification
numbers remain valid indefinitely, or until the investor has a change of circumstances that renders
the form incorrect and necessitates a new form and tax certification. Certain payees and payments
are exempt from backup withholding.
Foreign Account Tax Compliance Act
. Under the Foreign Account Tax Compliance Act, the relevant
withholding agent may be required to withhold 30% of: (a) income dividends paid after December 31,
2013 and (b) certain capital gains distributions and the proceeds of a sale of shares paid after
December 31, 2014 to (i) a foreign financial institution unless such foreign financial institution
agrees to verify, report and disclose certain of its U.S. accountholders and meets certain other
specified requirements or (ii) a non-financial foreign entity that is the beneficial owner of the
payment unless such entity certifies that it does not have any substantial U.S. owners or provides
the name, address and taxpayer identification number of each substantial U.S. owner and such entity
meets certain other specified requirements. These requirements are different from, and in addition
to, the U.S. tax certification rules described above. The scope of these requirements remains
unclear, and shareholders are urged to consult their tax advisors regarding the application of
these requirements to their own situation.
U.S. estate tax
. Transfers by gift of shares of the Fund by a foreign shareholder who is a
nonresident alien individual will not be subject to U.S. federal gift tax. An individual who, at
the time of death, is a foreign shareholder will nevertheless be subject to U.S. federal estate tax
with respect to shares at the graduated rates applicable to U.S. citizens and residents, unless a
treaty exemption applies. If a treaty exemption is available, a decedents estate may nonetheless
need to file a U.S. estate tax return to claim the exemption in order to obtain a U.S. federal
transfer certificate. The transfer certificate will identify the property (i.e., Fund shares) as
to which the U.S. federal estate tax lien has been released. In the absence of a treaty, there is a
$13,000 statutory estate tax credit (equivalent to an estate with assets of $60,000). Estates of
nonresident alien shareholders dying after December 31, 2004 and before January 1, 2012 (unless
such sunset date is extended, possibly retroactively to January 1, 2012, or made permanent) will be
able to exempt from federal estate tax the proportion of the value of the Funds shares
attributable to qualifying assets held by the Fund at the end of the quarter immediately
preceding the nonresident alien shareholders death (or such other time as the IRS may designate in
regulations). Qualifying assets include bank deposits and other debt obligations that pay interest
or accrue original issue discount that is exempt from withholding tax, debt obligations of a
domestic corporation that are treated as giving rise to foreign source income, and other
investments that are not treated for tax purposes as being within the United States.
Local Tax Considerations.
Rules of state and local taxation of ordinary income, qualified
dividend income and capital gain dividends may differ from the rules for U.S. federal income
taxation described above. Distributions may also be subject to additional state, local and foreign
taxes depending on each shareholders particular situation.
DISTRIBUTION OF SECURITIES
Distributor
The Trust has entered into master distribution agreements, as amended, relating to the Funds
(the Distribution Agreements) with Invesco Distributors, Inc., a registered broker-dealer and a
wholly owned subsidiary of Invesco Ltd. , pursuant to which Invesco Distributors acts as the
distributor of shares of the Funds. The address of Invesco Distributors is 11 Greenway Plaza,
Suite 1000, Houston, Texas 77046-1173. Certain trustees and officers of the Trust are affiliated
with Invesco Distributors. See Management of the Trust. In addition to the Funds, Invesco
Distributors serves as distributor to many other mutual funds that are offered to retail investors.
The following
78
Distribution of Securities information is about all of the Invesco Funds that offer
retail and/or institutional share classes. Not all Invesco Funds offer all share classes.
The Distribution Agreements provide Invesco Distributors with the exclusive right to
distribute shares of the Funds on a continuous basis directly and through other broker-dealers and
other financial intermediaries with whom Invesco Distributors has entered into selected dealer
and/or similar agreements. Invesco Distributors has not undertaken to sell any specified number of
shares of any classes of the Funds.
Invesco Distributors expects to pay sales commissions from its own resources to dealers and
institutions who sell Class C and Class R shares of the Funds at the time of such sales. Invesco
Distributors or its predecessor has paid sales commissions from its own resources to dealers who
sold Class B, B5 and C5 shares of the Funds at the time of such sales.
Payments for Class B and Class B5 shares equaled 4.00% of the purchase price of the Class B
or Class B5 shares sold by the dealer or institution, consisting of a sales commission equal to
3.75% of the purchase price of the Class B shares sold plus an advance of the first year service
fee of 0.25% for such shares. The portion of the payments to Invesco Distributors under the Class
B Plan and Class B5 Plan that constitutes an asset-based sales charge (0.75%) is intended in part
to permit Invesco Distributors to recoup a portion of such sales commissions plus financing costs.
Effective February 1, 2010, Invesco Distributors will not sell new Class B shares.
Invesco Distributors may pay sales commissions to dealers and institutions who sell Class C
shares of the Invesco Funds at the time of such sales. A predecessor of Invesco Distributors paid
sales commission to dealers and institutions who sold Class C5 shares of the Invesco Funds at the
time of such sales. Payments for Class C and Class C5 shares equal 1.00% of the purchase price of
the Class C shares sold by the dealer or institution, consisting of a sales commission of 0.75% of
the purchase price of the Class C or Class C5 shares sold plus an advance of the first year service
fee of 0.25% for such shares. Invesco Distributors will retain all payments received by it
relating to Class C and C5 shares for the first year after they are purchased. The portion of the
payments to Invesco Distributors under the Class C Plan or the Class C5 Plan that constitutes an
asset-based sales charge (0.75%) is intended in part to permit Invesco Distributors to recoup a
portion of the sales commissions to dealers plus financing costs, if any. After the first full
year, Invesco Distributors will make quarterly payments to dealers and institutions based on the
average net asset value of Class C or Class C5 shares that are attributable to shareholders for
whom the dealers and institutions are designated as dealers of record. These payments will consist
of an asset-based sales charge of 0.75% and a service fee of 0.25%.
Invesco Distributors may pay dealers and institutions who sell Class R shares an annual fee of
0.50% of average daily net assets. These payments will consist of an asset-based fee of 0.25% and
a service fee of 0.25% and will commence either on the thirteenth month after the first purchase,
on accounts on which a dealer concession was paid, or immediately, on accounts on which a dealer
concession was not paid. If Invesco Distributors pays a dealer concession, it will retain all
payments received by it relating to Class R shares for the first year after they are purchased.
Invesco Distributors will make quarterly payments to dealers and institutions based on the average
net asset value of Class R shares that are attributable to shareholders for whom
the dealers and institutions are designated as dealers of record.
The Trust (on behalf of any class of any Fund) or Invesco Distributors may terminate the
Distribution Agreements on 60 days written notice without penalty. The Distribution Agreements
will terminate automatically in the event of their assignment. In the event the Class B shares
Distribution Agreement is terminated, Invesco Distributors would continue to receive payments of
asset-based distribution fees in respect of the outstanding Class B shares attributable to the
distribution efforts of Invesco Distributors or its predecessors; provided, however that a complete
termination of the Class B Plan (as defined in such Plan) would terminate all payments to Invesco
Distributors. Termination of the Class B Plan or the Distribution Agreement for Class B shares
would not affect the obligation of Class B shareholders to pay CDSCs.
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Total sales charges (front end and CDSCs) paid in connection with the sale of shares of each
class of each Fund, if applicable, for the fiscal years ended February 29, 2012 and February 28,
2011, the period April 1, 2009 to February 28, 2010, and the fiscal year ended March 31, 2009 are
found in Appendix O.
Distribution Plans
The Trust has adopted distribution plans pursuant to Rule 12b-1 under the 1940 Act with
respect to Invesco Tax-Exempt Cash Funds Class A shares and Invesco Tax-Free Intermediate Funds
Class A shares (collectively the Plans).
Each Fund, pursuant to its Class A, Class B, and Class C Plans pays Invesco Distributors
compensation at the annual rate, shown immediately below, of the Funds average daily net assets of
the applicable class.
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Fund
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Class A
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Class A2
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Class B
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Class C
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Investor Class
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Invesco Tax-Exempt Cash Fund
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0.10
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%
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N/A
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N/A
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N/A
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N/A
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Invesco Tax-Free
Intermediate Fund
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0.25
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%
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N/A
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N/A
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N/A
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N/A
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All of the Plans compensate or reimburse Invesco Distributors, as applicable, for the purpose
of financing any activity that is primarily intended to result in the sale of shares of the Funds.
Such activities include, but are not limited to, the following: printing of prospectuses and
statements of additional information and reports for other than existing shareholders; overhead;
preparation and distribution of advertising material and sales literature; expenses of organizing
and conducting sales seminars; supplemental payments to dealers and other institutions such as
asset-based sales charges or as payments of service fees under shareholder service arrangements;
and costs of administering each Plan.
Amounts payable by a Fund under the Class A, Class A2, Class B, and Class C Plans and Investor
Class Plan need not be directly related to the expenses actually incurred by Invesco Distributors
on behalf of each Fund. These Plans do not obligate the Funds to reimburse Invesco Distributors
for the actual allocated share of expenses Invesco Distributors may incur in fulfilling its
obligations under these Plans. Thus, even if Invesco Distributors actual allocated share of
expenses exceeds the fee payable to Invesco Distributors at any given time, under these Plans, the
Funds will not be obligated to pay more than that fee. If Invesco Distributors actual allocated
share of expenses is less than the fee it receives, under these Plans, Invesco Distributors will
retain the full amount of the fee.
Invesco Distributors may from time to time waive or reduce any portion of its 12b-1 fee for
Class A, Class A2 or Class C 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,
Invesco Distributors will retain its ability to be reimbursed for such fee prior to the end of each
fiscal year. Contractual fee waivers or reductions set forth in the Fee Table in a Prospectus may
not be terminated or amended to the Funds detriment during the period stated in the agreement
between Invesco Distributors and the Fund.
The Funds may pay a service fee of 0.25% of the average daily net assets of the Class A, Class
A2, Class B, and Class C shares to selected dealers and financial institutions to such dealers and
financial institutions, including Invesco Distributors, acting a principal, who furnish continuing
personal shareholder services to their customers who purchase and own the applicable class of
shares of the Fund. Under the terms of a shareholder service agreement, such personal shareholder
services include responding to customer inquiries and providing customers with information about
their investments. Any amounts not paid as a service fee under each Plan would constitute an
asset-based sales charge.
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Under a Shareholder Service Agreement, a Fund agrees to pay periodically fees to selected
dealers and other institutions who render the foregoing services to their customers. The fees
payable under a Shareholder Service Agreement will be calculated at the end of each payment period
for each business day of the Funds during such period at the annual rate specified in each
agreement based on the average daily net asset value of the Funds shares purchased or acquired
through exchange. Fees shall be paid only to those selected dealers or other institutions who are
dealers or institutions of record at the close of business on the last business day of the
applicable payment period for the account in which such Funds shares are held.
Selected dealers and other institutions entitled to receive compensation for selling Fund
shares may receive different compensation for selling shares of one particular class over another.
Under the Plans, certain financial institutions which have entered into service agreements and
which sell shares of the Funds on an agency basis, may receive payments from the Funds pursuant to
the respective Plans. Invesco Distributors does not act as principal, but rather as agent for the
Funds, in making dealer incentive and shareholder servicing payments to dealers and other financial
institutions under the Plans. These payments are an obligation of the Funds and not of Invesco
Distributors.
Payments pursuant to the Plans are subject to any applicable limitations imposed by rules of
FINRA.
See Appendix M for a list of the amounts paid by each class of shares of each Fund to Invesco
Distributors pursuant to the Plans for the year ended February 29, 2012 and Appendix N for an
estimate by category of the allocation of actual fees paid by each class of shares of each Fund
pursuant to its respective distribution plan for the year ended February 29, 2012.
As required by Rule 12b-1, the Plans and related forms of Shareholder Service Agreements
were approved by the Board, including a majority of the trustees who are not interested persons
(as defined in the 1940 Act) of the Trust and who have no direct or indirect financial interest in
the operation of the Plans or in any agreements related to the Plans (the Rule 12b-1 Trustees). In
approving the Plans in accordance with the requirements of Rule 12b-1, the trustees considered
various factors and determined that there is a reasonable likelihood that the Plans would benefit
each class of the Funds and its respective shareholders.
The anticipated benefits that may result from the Plans with respect to each Fund and/or the
classes of each Fund and its shareholders include but are not limited to the following: (1) rapid
account access; (2) relatively predictable flow of cash; and (3) a well-developed, dependable
network of shareholder service agents to help to curb sharp fluctuations in rates of redemptions
and sales, thereby reducing the chance that an
unanticipated increase in net redemptions could adversely affect the performance of each Fund.
Unless terminated earlier in accordance with their terms, the Plans continue from year to year
as long as such continuance is specifically approved, in person, at least annually by the Board,
including a majority of the Rule 12b-1 Trustees. A Plan may be terminated as to any Fund or class
by the vote of a majority of the Rule 12b-1 Trustees or, with respect to a particular class, by the
vote of a majority of the outstanding voting securities of that class.
Any change in the Plans that would increase materially the distribution expenses paid by the
applicable class requires shareholder approval; otherwise, the Plans may be amended by the
trustees, including a majority of the Rule 12b-1 Trustees, by votes cast in person at a meeting
called for the purpose of voting upon such amendment. As long as the Plans are in effect, the
selection or nomination of the Independent Trustees is committed to the discretion of the
Independent Trustees.
The Class B Plan obligates Class B shares to continue to make payments to Invesco Distributors
following termination of the Class B shares Distribution Agreement with respect to Class B shares
sold by or attributable to the distribution efforts of Invesco Distributors or its predecessors,
unless there has been a complete termination of the Class B Plan (as defined in such Plan) and the
Class B Plan expressly
81
authorizes Invesco Distributors to assign, transfer or pledge its rights to
payments pursuant to the Class B Plan.
FINANCIAL STATEMENTS
A Funds financial statements for the year ended February 29, 2012, including the Financial
Highlights pertaining thereto, and the reports of the independent registered public accounting firm
thereon, are incorporated by reference into this SAI from such Funds most recent Annual Report to
shareholders.
The portions of such Annual Reports that are not specifically listed above are not
incorporated by reference into this SAI and are not a part of this Registration Statement.
PENDING LITIGATION
Investigations Related to Market Timing
On August 30, 2005, the West Virginia Office of the State Auditor Securities Commission
(WVASC) issued a Summary Order to Cease and Desist and Notice of Right to Hearing to Invesco and
Invesco Distributors (collectively, Invesco) (Order No. 05-1318). The WVASC made findings of fact
that Invesco allegedly entered into certain arrangements permitting market timing of the Invesco
Funds and failed to disclose these arrangements in the prospectuses for such Funds, and conclusions
of law to the effect that Invesco violated the West Virginia securities laws. The WVASC ordered
Invesco to cease any further violations and sought to impose monetary sanctions, including
restitution to affected investors, disgorgement of fees, reimbursement of investigatory,
administrative and legal costs and an administrative assessment to be determined by the
Commissioner. On October 27, 2011, a hearing examiner was appointed to this matter. This matter
continues to be indefinitely suspended.
82
APPENDIX A
RATINGS OF DEBT SECURITIES
The following is a description of the factors underlying the debt ratings of Moodys, S&P and
Fitch.
Moodys Long-Term Debt Ratings
Aaa:
Obligations rated Aaa are judged to be of the highest quality, with minimal credit risk.
Aa:
Obligations rated Aa are judged to be of high quality and are subject to very low credit risk.
A:
Obligations rated A are considered upper-medium grade and are subject to low credit risk.
Baa:
Obligations rated Baa are subject to moderate credit risk. They are considered medium-grade and as such may possess
certain speculative characteristics.
Ba:
Obligations rated Ba are judged to have speculative elements and are subject to substantial credit risk.
B:
Obligations rated B are considered speculative and are subject to high credit risk.
Caa:
Obligations rated Caa are judged to be of poor standing and are subject to very high credit risk.
Ca:
Obligations rated Ca are highly speculative and are likely in, or very near, default, with some prospect of recovery of
principal and interest.
C:
Obligations rated C are the lowest rated class of bonds and are typically in default, with little prospect for recovery of
principal or interest.
Note: Moodys applies numerical modifiers 1, 2, and 3 in each generic rating classification
from Aa through Caa. The modifier 1 indicates that the obligation ranks in the higher end of its
generic rating category; the modifier 2 indicates a mid-range ranking; and the modifier 3 indicates
a ranking in the lower end of that generic rating category.
Moodys Short-Term Prime Rating System
P-1
Issuers (or supporting institutions) rated Prime-1 have a superior ability to repay short-term debt
obligations.
P-2
Issuers (or supporting institutions) rated Prime-2 have a strong ability to repay short-term debt
obligations.
P-3
Issuers (or supporting institutions) rated Prime-3 have an acceptable ability to repay short-term
obligations.
NP (Not Prime)
Issuers (or supporting institutions) rated Not Prime do not fall within any of the Prime rating
categories.
A-1
Note: In addition, in certain countries the prime rating may be modified by the issuers or
guarantors senior unsecured long-term debt rating.
Moodys MIG/VMIG US Short-Term Ratings
In municipal debt issuance, there are three rating categories for short-term obligations that are
considered investment grade. These ratings are designated as Moodys Investment Grade (MIG) and
are divided into three levels MIG 1 through MIG 3.
In addition, those short-term obligations that are of speculative quality are designated SG, or
speculative grade.
In the case of variable rate demand obligations (VRDOs), a two-component rating is assigned. The
first element represents Moodys evaluation of the degree of risk associated with scheduled
principal and interest payments. The second element represents Moodys evaluation of the degree of
risk associated with the demand feature, using the MIG rating scale.
The short-term rating assigned to the demand feature of VRDOs is designated as VMIG. When either
the long- or short-term aspect of a VRDO is not rated, that piece is designated NR, e.g., Aaa/NR or
NR/VMIG 1.
MIG ratings expire at note maturity. By contrast, VMIG rating expirations will be a function of
each issues specific structural or credit features.
Gradations of investment quality are indicated by rating symbols, with each symbol representing a
group in which the quality characteristics are broadly the same.
MIG 1/VMIG 1:
This designation denotes superior credit quality. Excellent protection is
afforded by established cash flows, highly reliable liquidity support or demonstrated broad-based
access to the market for refinancing.
MIG 2/VMIG 2:
This designation denotes strong credit quality. Margins of protection are ample
although not as large as in the preceding group.
MIG 3/VMIG 3:
This designation denotes acceptable credit quality. Liquidity and cash flow
protection may be narrow and market access for refinancing is likely to be less well established.
SG:
This designation denotes speculative-grade credit quality. Debt instruments in this
category may lack sufficient margins of protection.
Standard & Poors Long-Term Issue Credit Ratings
Issue credit ratings are based, in varying degrees, on Standard & Poors analysis of the following
considerations:
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Likelihood of payment capacity and willingness of the obligor to meet its financial
commitment on an obligation in accordance with the terms of the obligation;
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Nature of and provisions of the obligation;
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Protection afforded by, and relative position of, the obligation in the event of
bankruptcy, reorganization, or other arrangement under the laws of bankruptcy and other
laws affecting creditors rights.
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A-2
Issue ratings are an assessment of default risk, but may incorporate an assessment of relative
seniority or ultimate recovery in the event of default. Junior obligations are typically rated
lower than senior obligations, to reflect the lower priority in bankruptcy, as noted above. (Such
differentiation may apply when an entity has both senior and subordinated obligations, secured and
unsecured obligations, or operating company and holding company obligations.)
AAA
An obligation rated AAA has the highest rating assigned by Standard & Poors. The obligors
capacity to meet its financial commitment on the obligation is extremely strong.
AA
An obligation rated AA differs from the highest-rated obligations only to a small degree. The
obligors capacity to meet its financial commitment on the obligation is very strong.
A
An obligation rated A is somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions than obligations in higher-rated categories. However, the
obligors capacity to meet its financial commitment on the obligation is still strong.
BBB
An obligation rated BBB exhibits adequate protection parameters. However, adverse economic
conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor
to meet its financial commitment on the obligation.
BB, B, CCC, CC and C
Obligations rated BB, B, CCC, CC, and C are regarded as having significant speculative
characteristics. BB indicates the least degree of speculation and C the highest. While such
obligations will likely have some quality and protective characteristics, these may be outweighed
by large uncertainties or major exposures to adverse conditions.
BB
An obligation rated BB is less vulnerable to nonpayment than other speculative issues. However,
it faces major ongoing uncertainties or exposure to adverse business, financial, or economic
conditions which could lead to the obligors inadequate capacity to meet its financial commitment
on the obligation.
B
An obligation rated B is more vulnerable to nonpayment than obligations rated BB, but the
obligor currently has the capacity to meet its financial commitment on the obligation. Adverse
business, financial, or economic conditions will likely impair the obligors capacity or
willingness to meet its financial commitment on the obligation.
CCC
An obligation rated CCC is currently vulnerable to nonpayment, and is dependent upon favorable
business, financial, and economic conditions for the obligor to meet its financial commitment on
the obligation. In the event of adverse business, financial, or economic conditions, the obligor
is not likely to have the capacity to meet its financial commitment on the obligation.
A-3
CC
An obligation rated CC is currently highly vulnerable to nonpayment.
C
A C rating is assigned to obligations that are currently highly vulnerable to nonpayment,
obligations that have payment arrearages allowed by the terms of the documents, or obligations of
an issuer that is the subject of a bankruptcy petition or similar action which have not experienced
a payment default. Among others, the C rating may be assigned to subordinated debt, preferred
stock or other obligations on which cash payments have been suspended in accordance with the
instruments terms or when preferred stock is the subject of a distressed exchange offer, whereby
some or all of the issue is either repurchased for an amount of cash or replaced by other
instruments having a total value that is less than par.
D
An obligation rated D is in payment default. The D rating category is used when payments on an
obligation, including a regulatory capital instrument, are not made on the date due even if the
applicable grace period has not expired, unless Standard & Poors believes that such payments will
be made during such grace period. The D rating also will be used upon the filing of bankruptcy
petition or the taking of similar action if payments on an obligation are jeopardized. An
obligations rating is lowered to D upon completion of distressed exchange offer, whereby some or
all of the issue is either repurchased for an amount of cash or replaced by other instruments
having a total value that is less than par.
Plus (+) or minus (-)
The ratings from AA to CCC may be modified by the addition of a plus (+) or minus (-) sign to
show relative standing within the major rating categories.
NR
This indicates that no rating has been requested, that there is insufficient information on which
to base a rating, or that Standard & Poors does not rate a particular obligation as a matter of
policy.
Standard & Poors Short-Term Issue Credit Ratings
A-1
A short-term obligation rated A-1 is rated in the highest category by Standard & Poors. The
obligors capacity to meet its financial commitment on the obligation is strong. Within this
category, certain obligations are designated with a plus sign (+). This indicates that the
obligors capacity to meet its financial commitment on these obligations is extremely strong.
A-2
A short-term obligation rated A-2 is somewhat more susceptible to the adverse effects of changes
in circumstances and economic conditions than obligations in higher rating categories. However,
the obligors capacity to meet its financial commitment on the obligation is satisfactory.
A-3
A short-term obligation rated A-3 exhibits adequate protection parameters. However, adverse
economic conditions or changing circumstances are more likely to lead a weakened capacity of the
obligor to meet its financial commitment on the obligation.
A-4
B
A short-term obligation rated B is regarded as having significant speculative characteristics.
Ratings of B-1, B-2, and B-3 may be assigned to indicate finer distinctions within the B
category. The obligor currently has the capacity to meet its financial commitment on the
obligation; however, it faces major ongoing uncertainties which could lead to the obligors
inadequate capacity to meet its financial commitment on the obligation.
B-1
A short-term obligation rated B-1 is regarded as having significant speculative characteristics,
but the obligor has a relatively stronger capacity to meet its financial commitments over the
short-term compared to other speculative-grade obligors.
B-2
A short-term obligation rated B-2 is regarded as having significant speculative characteristics,
and the obligor has an average speculative-grade capacity to meet its financial commitments over
the short-term compared to other speculative-grade obligors.
B-3
A short-term obligation rated B-3 is regarded as having significant speculative characteristics,
and the obligor has a relatively weaker capacity to meet its financial commitments over the
short-term compared to other speculative-grade obligors.
C
A short-term obligation rated C is currently vulnerable to nonpayment and is dependent upon
favorable business, financial, and economic conditions for the obligor to meet its financial
commitment on the obligation.
D
A short-term obligation rated D is in payment default. The D rating category is used when
payments on an obligation, including a regulatory capital instrument, are not made on the date due
even if the applicable grace period has not expired, unless Standard & Poors believes that such
payments will be made during such grace period. The D rating also will be used upon the filing
of a bankruptcy petition or the taking of similar action if payments on an obligation are
jeopardized.
Standard & Poors Municipal Short-Term Note Ratings Definitions
A Standard & Poors U.S. municipal note rating reflects Standard & Poors opinion about the
liquidity factors and market access risks unique to the notes. Notes due in three years or less
will likely receive a note rating. Notes with an original maturity of more than three years will
most likely receive a long-term debt rating. In determining which type of rating, if any, to
assign, Standard & Poors analysis will review the following considerations:
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Amortization schedule the larger final maturity relative to other maturities, the
more likely it will be treated as a note; and
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Source of payment the more dependent the issue is on the market for its refinancing,
the more likely it will be treated as a note.
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A-5
Note rating symbols are as follows:
SP-1
Strong capacity to pay principal and interest. An issue determined to possess a very strong
capacity to pay debt service is given a plus (+) designation.
SP-2
Satisfactory capacity to pay principal and interest, with some vulnerability to adverse financial
and economic changes over the term of the notes.
SP-3
Speculative capacity to pay principal and interest.
Standard & Poors Dual Ratings
Standard & Poors assigns dual ratings to all debt issues that have a put option or demand
feature as part of their structure. The first rating addresses the likelihood of repayment of
principal and interest as due, and the second rating addresses only the demand feature. The
long-term rating symbols are used for bonds to denote the long-term maturity and the short-term
rating symbols for the put option (for example, AAA/A-1+). With U.S. municipal short-term demand
debt, note rating symbols are used with the short-term issue credit rating symbols (for example,
SP-1+/A-1+)
The ratings and other credit related opinions of Standard & Poors and its affiliates are
statements of opinion as of the date they are expressed and not statements of fact or
recommendations to purchase, hold or sell any securities or make any investment decisions.
Standard & Poors assumes no obligation to update any information following publication. Users of
ratings and credit related opinions should not rely on them in making any investment decision.
Standard & Poors opinions and analysis do not address the suitability of any security. Standard &
Poors Financial Services LLC does not act as a fiduciary or an investment advisor. While Standard
& Poors has obtained information from sources it believes to be reliable, Standard & Poors does
not perform an audit and undertakes no duty of due diligence or independent verification of any
information it receives. Ratings and credit related opinions may be changed, suspended, or
withdrawn at any time.
Fitch Credit Rating Scales
Fitch Ratings credit ratings provide an opinion on the relative ability of an entity to meet
financial commitments, such as interest, preferred dividends, repayment of principal, insurance
claims or counterparty obligations. Credit ratings are used by investors as indications of the
likelihood of receiving the money owed to them in accordance with the terms on which they invested.
The agencys credit ratings cover the global spectrum of corporate, sovereign (including
supranational and sub-national), financial, bank, insurance, municipal and other public finance
entities and the securities or other obligations they issue, as well as structured finance
securities backed by receivables or other
financial assets.
The terms investment grade and speculative grade have established themselves over time as
shorthand to describe the categories AAA to BBB (investment grade) and BB to D (speculative
grade). The terms investment grade and speculative grade are market conventions, and do not
imply any recommendation or endorsement of a specific security for investment purposes. Investment
grade categories indicate relatively low to moderate credit risk, while ratings in the
speculative categories either signal a higher level of credit risk or that a default has already
occurred.
A-6
A designation of Not Rated or NR is used to denote securities not rated by Fitch where Fitch
has rated some, but not all, securities comprising an issuance capital structure.
Credit ratings express risk in relative rank order, which is to say they are ordinal measures of
credit risk and are not predictive of a specific frequency of default or loss.
Fitch Ratings credit ratings do not directly address any risk other than credit risk. In
particular, ratings do not deal with the risk of a market value loss on a rated security due to
changes in interest rates, liquidity and other market considerations. However, in terms of payment
obligation on the rated liability, market risk may be considered to the extent that it influences
the
ability
of an issuer to pay upon a commitment. Ratings nonetheless do not reflect market risk
to the extent that they influence the size or other conditionality of the
obligation
to pay upon a
commitment (for example, in the case of index-linked bonds).
In the default components of ratings assigned to individual obligations or instruments, the agency
typically rates to the likelihood of non-payment or default in accordance with the terms of that
instruments documentation. In limited cases, Fitch Ratings may include additional considerations
(i.e. rate to a higher or lower standard than that implied in the obligations documentation). In
such cases, the agency will make clear the assumptions underlying the agencys opinion in the
accompanying rating commentary.
Fitch Long-Term Rating Scales
Issuer Credit Rating Scales
Rated entities in a number of sectors, including financial and non-financial corporations,
sovereigns and insurance companies, are generally assigned Issuer Default Ratings (IDRs). IDRs
opine on an entitys relative vulnerability to default on financial obligations. The threshold
default risk addressed by the IDR is generally that of the financial obligations whose non-payment
would best reflect the uncured failure of that entity. As such, IDRs also address relative
vulnerability to bankruptcy, administrative receivership or similar concepts, although the agency
recognizes that issuers may also make pre-emptive and therefore voluntary use of such mechanisms.
In aggregate, IDRs provide an ordinal ranking of issuers based on the agencys view of their
relative vulnerability to default, rather than a prediction of a specific percentage likelihood of
default. For historical information on the default experience of Fitch-rated issuers, please
consult the transition and default performance studies available from the Fitch Ratings website.
AAA: Highest credit quality.
AAA ratings denote the lowest expectation of default risk. They are assigned only in cases of
exceptionally strong capacity for payment of financial commitments. This capacity is highly
unlikely to be adversely affected by foreseeable events.
AA: Very high credit quality.
AA ratings denote expectations of very low default risk. They indicate very strong capacity for
payment of financial commitments. This capacity is not significantly vulnerable to foreseeable
events.
A: High credit quality.
A ratings denote expectations of low default risk. The capacity for payment of financial
commitments is considered strong. This capacity may, nevertheless, be more vulnerable to adverse
business or economic conditions than is the case for higher ratings.
BBB: Good credit quality.
BBB ratings indicate that expectations of default risk are currently low. The capacity for
payment of financial commitments is considered adequate but adverse business or economic conditions
are more likely to impair this capacity.
A-7
BB: Speculative.
BB ratings indicate an elevated vulnerability to default risk, particularly in the event of
adverse changes in business or economic conditions over time; however, business or financial
flexibility exists which supports the servicing of financial commitments.
B: Highly speculative.
B ratings indicate that material default risk is present, but a limited margin of safety remains.
Financial commitments are currently being met; however, capacity for continued payment is
vulnerable to deterioration in the business and economic environment.
CCC: Substantial credit risk.
Default is a real possibility.
CC: Very high levels of credit risk.
Default of some kind appears probable.
C: Exceptionally high levels of credit risk
Default is imminent or inevitable, or the issuer is in standstill. Conditions that are indicative
of a C category rating for an issuer include:
a.
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the issuer has entered into a grace or cure period following non-payment of a material
financial obligation;
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b.
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the issuer has entered into a temporary negotiated waiver or standstill agreement following a
payment default on a material financial obligation; or
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c.
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Fitch Ratings otherwise believes a condition of RD or D to be imminent or inevitable,
including through the formal announcement of a coercive debt exchange.
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RD: Restricted default.
RD ratings indicate an issuer that in Fitch Ratings opinion has experienced an uncured payment
default on a bond, loan or other material financial obligation but which has not entered into
bankruptcy filings, administration, receivership, liquidation or other formal winding-up procedure,
and which has not otherwise ceased business. This would include:
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a.
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the selective payment default on a specific class or currency of debt;
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b.
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the uncured expiry of any applicable grace period, cure period or default
forbearance period following a payment default on a bank loan, capital markets security
or other material financial obligation;
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c.
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the extension of multiple waivers or forbearance periods upon a payment default
on one or more material financial obligations, either in series or in parallel; or
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d.
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execution of a coercive debt exchange on one or more material financial
obligations.
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D: Default.
D ratings indicate an issuer that in Fitch Ratings opinion has entered into bankruptcy filings,
administration, receivership, liquidation or other formal winding-up procedure, or which has
otherwise ceased business.
Default ratings are not assigned prospectively to entities or their obligations; within this
context, non-payment on an instrument that contains a deferral feature or grace period will
generally not be considered a default until after the expiration of the deferral or grace period,
unless a default is otherwise driven by bankruptcy or other similar circumstance, or by a coercive
debt exchange.
Imminent default typically refers to the occasion where a payment default has been intimated by
the issuer, and is all but inevitable. This may, for example, be where an issuer has missed a
scheduled payment, but (as is typical) has a grace period during which it may cure the payment
default. Another
A-8
alternative would be where an issuer has formally announced a coercive debt exchange, but the date
of the exchange still lies several days or weeks in the immediate future.
In all cases, the assignment of a default rating reflects the agencys opinion as to the most
appropriate rating category consistent with the rest of its universe of ratings, and may differ
from the definition of default under the terms of an issuers financial obligations or local
commercial practice.
Note:
The modifiers + or - may be appended to a rating to denote relative status within major rating
categories. Such suffixes are not added to the AAA Long-Term IDR category, or to Long-Term IDR
categories below B.
Fitch Short-Term Rating Scales
A short-term issuer or obligation rating is based in all cases on the short-term vulnerability to
default of the rated entity or security stream and relates to the capacity to meet financial
obligations in accordance with the documentation governing the relevant obligation. Short-Term
Ratings are assigned to obligations whose initial maturity is viewed as short term based on
market convention. Typically, this means up to 13 months for corporate, sovereign, and structured
obligations, and up to 36 months for obligations in U.S. public finance markets.
F1: Highest short-term credit quality.
Indicates the strongest intrinsic capacity for timely payment of financial commitments; may have an
added + to denote any exceptionally strong credit feature.
F2: Good short-term credit quality.
Good intrinsic capacity for timely payment of financial commitments.
F3: Fair short-term credit quality.
The intrinsic capacity for timely payment of financial commitments is adequate.
B: Speculative short-term credit quality.
Minimal capacity for timely payment of financial commitments, plus heightened vulnerability to near
term adverse changes in financial and economic conditions.
C: High short-term default risk.
Default is a real possibility.
RD: Restricted default.
Indicates an entity that has defaulted on one or more of its financial commitments, although it
continues to meet other financial obligations. Applicable to entity ratings only.
D: Default.
Indicates a broad-based default event for an entity, or the default of a short-term obligation.
A-9
APPENDIX B
Persons to Whom Invesco Provides
Non-Public Portfolio Holdings on an Ongoing Basis
(as of March 31, 2012)
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Service Provider
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Disclosure Category
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ABN AMRO Financial Services, Inc.
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Broker (for certain Invesco Funds)
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Absolute Color
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Financial Printer
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Anglemyer & Co.
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Analyst (for certain Invesco Funds)
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Ballard Spahr Andrews & Ingersoll, LLP
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Special Insurance Counsel
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Barclays Capital, Inc.
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Broker (for certain Invesco Funds)
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Blaylock Robert Van LLC
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Broker (for certain Invesco Funds)
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BB&T Capital Markets
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Broker (for certain Invesco Funds)
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Bear Stearns Pricing Direct, Inc.
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Pricing Vendor (for certain Invesco Funds)
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BLNS Securities Ltd.
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Broker (for certain Invesco Funds)
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BOSC, Inc.
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Broker (for certain Invesco Funds)
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BOWNE & Co.
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Financial Printer
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Brown Brothers Harriman & Co.
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Securities Lender (for certain Invesco Funds)
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Cabrera Capital Markets
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Broker (for certain Invesco Funds)
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Charles River Systems, Inc.
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System Provider
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Chas. P. Young Co.
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Financial Printer
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Cirrus Research, LLC
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Trading System
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Citigroup Global Markets, Inc.
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Broker (for certain Invesco Funds)
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Commerce Capital Markets
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Broker (for certain Invesco Funds)
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Crane Data, LLC
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Analyst (for certain Invesco Funds)
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Credit Suisse International / Credit Suisse
Securities (Europe) Ltd.
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Service Provider
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Crews & Associates
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Broker (for certain Invesco Funds)
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D.A. Davidson & Co.
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Broker (for certain Invesco Funds)
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Dechert LLP
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Legal Counsel
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DEPFA First Albany
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Broker (for certain Invesco Funds)
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E.K. Riley Investments LLC
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Broker (for certain Invesco Funds)
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Empirical Research Partners
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Analyst (for certain Invesco Funds)
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Finacorp Securities
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Broker (for certain Invesco Funds)
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First Miami Securities
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Broker (for certain Invesco Funds)
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First Southwest Co.
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Broker (for certain Invesco Funds)
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First Tryon Securities
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Broker (for certain Invesco Funds)
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Fitch, Inc.
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Rating & Ranking Agency (for certain Invesco Funds)
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FT Interactive Data Corporation
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Pricing Vendor
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FTN Financial Group
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Broker (for certain Invesco Funds)
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GainsKeeper
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Software Provider (for certain Invesco Funds)
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GCom2 Solutions
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Software Provider (for certain Invesco Funds)
|
George K. Baum & Company
|
|
Broker (for certain Invesco Funds)
|
Glass, Lewis & Co.
|
|
System Provider (for certain Invesco Funds)
|
Global Trading Analytics, LLC
|
|
Software Provider
|
Global Trend Alert
|
|
Analyst (for certain Invesco Funds)
|
Greater Houston Publishers, Inc.
|
|
Financial Printer
|
Hattier, Sanford & Reynoir
|
|
Broker (for certain Invesco Funds)
|
Hutchinson, Shockey, Erley & Co.
|
|
Broker (for certain Invesco Funds)
|
ICI (Investment Company Institute)
|
|
Analyst (for certain Invesco Funds)
|
ICRA Online Ltd.
|
|
Rating & Ranking Agency (for certain Invesco Funds)
|
iMoneyNet, Inc.
|
|
Rating & Ranking Agency (for certain Invesco Funds)
|
B-1
|
|
|
Service Provider
|
|
Disclosure Category
|
Initram Data, Inc.
|
|
Pricing Vendor
|
Institutional Shareholder Services, Inc.
|
|
Proxy Voting Service (for certain Invesco Funds)
|
Invesco Investment Services, Inc.
|
|
Transfer Agent
|
Invesco Senior Secured Management, Inc.
|
|
System Provider (for certain Invesco Funds)
|
Investment Company Institute
|
|
Analyst (for certain Invesco Funds)
|
Investortools, Inc.
|
|
Broker (for certain Invesco Funds)
|
ITG, Inc.
|
|
Pricing Vendor (for certain Invesco Funds)
|
J.P. Morgan Securities, Inc.
|
|
Analyst (for certain Invesco Funds)
|
J.P. Morgan Securities Inc.\Citigroup Global
Markets Inc.\JPMorgan Chase Bank, N.A.
|
|
Lender (for certain Invesco Funds)
|
J.P. Morgan Securities
|
|
Broker (for certain Invesco Funds)
|
Janney Montgomery Scott LLC
|
|
Broker (for certain Invesco Funds)
|
John Hancock Investment Management Services, LLC
|
|
Sub-advisor (for certain sub-advised accounts)
|
Jorden Burt LLP
|
|
Special Insurance Counsel
|
KeyBanc Capital Markets, Inc.
|
|
Broker (for certain Invesco Funds)
|
Kramer Levin Naftalis & Frankel LLP
|
|
Legal Counsel
|
Lebenthal & Co. LLC
|
|
Broker (for certain Invesco Funds)
|
Lipper, Inc.
|
|
Rating & Ranking Agency (for certain Invesco Funds)
|
Loan Pricing Corporation
|
|
Pricing Service (for certain Invesco Funds)
|
Loop Capital Markets
|
|
Broker (for certain Invesco Funds)
|
M.R. Beal
|
|
Broker (for certain Invesco Funds)
|
MarkIt Group Limited
|
|
Pricing Vendor (for certain Invesco Funds)
|
Merrill Communications LLC
|
|
Financial Printer
|
Mesirow Financial, Inc.
|
|
Broker (for certain Invesco Funds)
|
Middle Office Solutions
|
|
Software Provider
|
Moodys Investors Service
|
|
Rating & Ranking Agency (for certain Invesco Funds)
|
Morgan Keegan & Company, Inc.
|
|
Broker (for certain Invesco Funds)
|
Morrison Foerster LLP
|
|
Legal Counsel
|
MS Securities Services, Inc. and Morgan Stanley
& Co. Incorporated
|
|
Securities Lender (for certain Invesco Funds)
|
Muzea Insider Consulting Services, LLC
|
|
Analyst (for certain Invesco Funds)
|
Ness USA Inc.
|
|
System provider
|
Noah Financial, LLC
|
|
Analyst (for certain Invesco Funds)
|
Omgeo LLC
|
|
Trading System
|
Piper Jaffray
|
|
Analyst (for certain Invesco Funds)
|
Prager, Sealy & Co.
|
|
Broker (for certain Invesco Funds)
|
PricewaterhouseCoopers LLP
|
|
Independent Registered Public Accounting Firm (for all Invesco Funds)
|
Protective Securities
|
|
Broker (for certain Invesco Funds)
|
Ramirez & Co., Inc.
|
|
Broker (for certain Invesco Funds)
|
Raymond James & Associates, Inc.
|
|
Broker (for certain Invesco Funds)
|
RBC Capital Markets
|
|
Analyst (for certain Invesco Funds)
|
RBC Dain Rauscher Incorporated
|
|
Broker (for certain Invesco Funds)
|
Reuters America LLC
|
|
Pricing Service (for certain Invesco Funds)
|
Rice Financial Products
|
|
Broker (for certain Invesco Funds)
|
Robert W. Baird & Co. Incorporated
|
|
Broker (for certain Invesco Funds)
|
RR Donnelley Financial
|
|
Financial Printer
|
Ryan Beck & Co.
|
|
Broker (for certain Invesco Funds)
|
SAMCO Capital Markets, Inc.
|
|
Broker (for certain Invesco Funds)
|
Seattle-Northwest Securities Corporation
|
|
Broker (for certain Invesco Funds)
|
Siebert Brandford Shank & Co., L.L.C.
|
|
Broker (for certain Invesco Funds)
|
Simon Printing Company
|
|
Financial Printer
|
Southwest Precision Printers, Inc.
|
|
Financial Printer
|
Southwest Securities
|
|
Broker (for certain Invesco Funds)
|
Standard and Poors/Standard and Poors
Securities Evaluations, Inc.
|
|
Pricing Service and Rating and Ranking Agency (each, respectively,
for certain Invesco Funds)
|
B-2
|
|
|
Service Provider
|
|
Disclosure Category
|
StarCompliance, Inc.
|
|
System Provider
|
State Street Bank and Trust Company
|
|
Custodian, Lender, Securities Lender, and System Provider (each,
respectively, for certain Invesco Funds)
|
Sterne, Agee & Leach, Inc.
|
|
Broker (for certain Invesco Funds)
|
Stifel, Nicolaus & Company, Incorporated
|
|
Broker (for certain Invesco Funds)
|
Stradley Ronon Stevens & Young, LLP
|
|
Legal Counsel
|
The Bank of New York
|
|
Custodian and Securities Lender (each, respectively, for certain
Invesco Funds)
|
The MacGregor Group, Inc.
|
|
Software Provider
|
The Savader Group LLC
|
|
Broker (for certain Invesco Funds)
|
Thomson Information Services Incorporated
|
|
Software Provider
|
UBS Financial Services, Inc.
|
|
Broker (for certain Invesco Funds)
|
VCI Group Inc.
|
|
Financial Printer
|
Vining Sparks IBG
|
|
Broker (for Certain Invesco Funds)
|
W.H Mell Associates, Inc.
|
|
Broker (for certain Invesco Funds)
|
Wachovia National Bank, N.A.
|
|
Broker (for certain Invesco Funds)
|
Western Lithograph
|
|
Financial Printer
|
Wiley Bros. Aintree Capital L.L.C.
|
|
Broker (for certain Invesco Funds)
|
William Blair & Co.
|
|
Broker (for certain Invesco Funds)
|
XSP, LLC\Solutions Plus, Inc.
|
|
Software Provider
|
B-3
APPENDIX C
TRUSTEES AND OFFICERS
As of May 31, 2012
The address of each trustee and officer is 11 Greenway Plaza, Suite 1000, Houston, Texas
77046-1173. The trustees serve for the life of the Trust, subject to their earlier death,
incapacitation, resignation, retirement or removal as more specifically provided in the Trusts
organizational documents. Each officer serves for a one year term or until their successors are
elected and qualified. Column two below includes length of time served with predecessor entities,
if any.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
|
|
|
Trustee
|
|
|
|
Number of Funds
|
|
Trusteeship(s)/
|
Name, Year of Birth
|
|
and/or
|
|
|
|
in Fund Complex
|
|
Directorships(s)
|
and Position(s) Held
|
|
Officer
|
|
Principal Occupation(s)
|
|
Overseen by
|
|
Held by
|
with the Trust
|
|
Since
|
|
During Past 5 Years
|
|
Trustee
|
|
Trustee/Director
|
Interested Persons
|
|
|
|
|
|
|
|
|
|
|
|
|
Martin L. Flanagan
1
1960
Trustee
|
|
|
2007
|
|
|
Executive Director,
Chief Executive
Officer and President,
Invesco Ltd. (ultimate
parent of Invesco and
a global investment
management firm);
Advisor to the Board,
Invesco Advisers, Inc.
(formerly known as
Invesco Institutional
(N.A.), Inc.);
Trustee, The Invesco
Funds; Vice Chair,
Investment Company
Institute; and Member
of Executive Board,
SMU Cox School of
Business
Formerly: Chairman,
Invesco Advisers, Inc.
(registered investment
adviser); Director,
Chairman, Chief
Executive Officer and
President, IVZ Inc.
(holding company),
INVESCO Group
Services, Inc.
(service provider) and
Invesco North American
Holdings, Inc.
(holding company);
Director, Chief
Executive Officer and
President, Invesco
Holding Company
Limited (parent of
Invesco and a global
investment management
firm); Director,
Invesco Ltd.;
Chairman, Investment
Company Institute and
President, Co-Chief
Executive Officer,
Co-President, Chief
Operating Officer and
Chief Financial
Officer, Franklin
Resources, Inc.
(global investment
management
organization)
|
|
|
133
|
|
|
None
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Philip A. Taylor
2
1954
Trustee, President and Principal Executive
Officer
|
|
|
2006
|
|
|
Head of North American
Retail and Senior
Managing Director,
Invesco Ltd.;
Director, Co-Chairman,
Co-President and
Co-Chief Executive
Officer, Invesco
Advisers, Inc.
(formerly known as
Invesco Institutional
(N.A.), Inc.)
(registered
investment
adviser); Director,
Chairman, Chief
Executive Officer and
President, Invesco
|
|
|
133
|
|
|
None
|
|
|
|
|
1
|
|
Mr. Flanagan is considered an interested person
of the Trust because he is an officer of the adviser to the Trust, and an
officer and a director of Invesco Ltd., ultimate parent of the adviser to the
Trust.
|
|
|
|
2
|
|
Mr. Taylor is considered an interested person of
the Trust because he is an officer and a director of the adviser to, and a
director of the principal underwriter of, the Trust.
|
|
C-1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
|
|
|
Trustee
|
|
|
|
Number of Funds
|
|
Trusteeship(s)/
|
Name, Year of Birth
|
|
and/or
|
|
|
|
in Fund Complex
|
|
Directorships(s)
|
and Position(s) Held
|
|
Officer
|
|
Principal Occupation(s)
|
|
Overseen by
|
|
Held by
|
with the Trust
|
|
Since
|
|
During Past 5 Years
|
|
Trustee
|
|
Trustee/Director
|
|
|
|
|
Management Group, Inc.
(formerly Invesco Aim
Management Group,
Inc.) (financial
services holding
company); Director and
President, INVESCO
Funds Group, Inc.
(registered investment
adviser and registered
transfer agent);
Director and Chairman,
Invesco Investment
Services, Inc.
(formerly known as
Invesco Aim Investment
Services, Inc.)
(registered transfer
agent) and IVZ
Distributors, Inc.
(formerly known as
INVESCO Distributors,
Inc.) (registered
broker dealer);
Director, President
and Chairman, Invesco
Inc. (holding company)
and Invesco Canada
Holdings Inc. (holding
company); Chief
Executive Officer,
Invesco Corporate
Class Inc. (corporate
mutual fund company)
and Invesco Canada
Fund Inc. (corporate
mutual fund company);
Director, Chairman and
Chief Executive
Officer, Invesco
Canada Ltd. (formerly
known as Invesco
Trimark Ltd./Invesco
Trimark Ltèe)
(registered investment
adviser and registered
transfer agent);
Trustee, President and
Principal Executive
Officer, The Invesco
Funds (other than AIM
Treasurers Series
Trust (Invesco
Treasurers Series
Trust) and Short-Term
Investments Trust);
Trustee and Executive
Vice President, The
Invesco Funds (AIM
Treasurers Series
Trust (Invesco
Treasurers Series
Trust) and Short-Term
Investments Trust
only); Director,
Invesco Investment
Advisers LLC (formerly
known as Van Kampen
Asset Management);
Director, Chief
Executive Officer and
President, Van Kampen
Exchange Corp.
Formerly: Director and
Chairman, Van Kampen
Investor Services
Inc.:
Director, Chief
Executive Officer and
President, 1371
Preferred Inc.
(holding company); and
Van Kampen Investments
Inc.; Director and
President, AIM GP
Canada Inc. (general
partner for limited
partnerships); and Van
Kampen Advisors, Inc.;
Director and Chief
Executive Officer,
Invesco Trimark Dealer
Inc. (registered
broker dealer);
Director, Invesco
Distributors, Inc.
(formerly known as
Invesco Aim
Distributors, Inc.)
(registered broker
dealer); Manager,
Invesco PowerShares
Capital Management
LLC; Director, Chief
Executive Officer and
President, Invesco
Advisers, Inc.;
Director, Chairman,
Chief Executive
Officer and President,
Invesco Aim Capital
|
|
|
|
|
C-2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
|
|
|
Trustee
|
|
|
|
Number of Funds
|
|
Trusteeship(s)/
|
Name, Year of Birth
|
|
and/or
|
|
|
|
in Fund Complex
|
|
Directorships(s)
|
and Position(s) Held
|
|
Officer
|
|
Principal Occupation(s)
|
|
Overseen by
|
|
Held by
|
with the Trust
|
|
Since
|
|
During Past 5 Years
|
|
Trustee
|
|
Trustee/Director
|
|
|
|
|
|
|
Management, Inc.;
President, Invesco
Trimark Dealer Inc.
and Invesco Trimark
Ltd./Invesco Trimark
Ltèe; Director and
President, AIM Trimark
Corporate Class Inc.
and AIM Trimark Canada
Fund Inc.; Senior
Managing Director,
Invesco Holding
Company Limited;
Trustee and Executive
Vice President,
Tax-Free Investments
Trust; Director and
Chairman, Fund
Management Company
(former registered
broker dealer);
President and
Principal Executive
Officer, The Invesco
Funds (AIM Treasurers
Series Trust (Invesco
Treasurers Series
Trust), Short-Term
Investments Trust and
Tax-Free Investments
Trust only);
President, AIM Trimark
Global Fund Inc. and
AIM Trimark Canada
Fund Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wayne W. Whalen
3
1939
Trustee
|
|
|
2010
|
|
|
Of Counsel, and prior
to 2010, partner in
the law firm of
Skadden, Arps, Slate,
Meagher & Flom LLP,
legal counsel to funds
in the Fund Complex
|
|
|
151
|
|
|
Director of the
Abraham Lincoln
Presidential
Library Foundation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Independent Trustees
|
|
|
|
|
|
|
|
|
|
|
|
|
Bruce L. Crockett 1944
Trustee and Chair
|
|
|
1993
|
|
|
Chairman, Crockett
Technology Associates
(technology consulting
company)
Formerly: Director,
Captaris (unified
messaging provider);
Director, President
and Chief Executive
Officer COMSAT
Corporation; and
Chairman, Board of
Governors of INTELSAT
(international
communications
company)
|
|
|
133
|
|
|
ACE Limited
(insurance
company); and
Investment Company
Institute
|
|
|
|
|
3
|
|
Mr. Whalen has been deemed to be an interested person of
the Trust because of his prior service as counsel to the predecessor funds of
certain Invesco open-end funds and his affiliation with the law firm that
served as counsel to such predecessor funds and continues to serve as counsel
to the Invesco Van Kampen closed-end funds.
|
|
C-3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
|
|
|
Trustee
|
|
|
|
Number of Funds
|
|
Trusteeship(s)/
|
Name, Year of Birth
|
|
and/or
|
|
|
|
in Fund Complex
|
|
Directorships(s)
|
and Position(s) Held
|
|
Officer
|
|
Principal Occupation(s)
|
|
Overseen by
|
|
Held by
|
with the Trust
|
|
Since
|
|
During Past 5 Years
|
|
Trustee
|
|
Trustee/Director
|
David C. Arch 1945
Trustee
|
|
|
2010
|
|
|
Chairman and Chief
Executive Officer of
Blistex Inc., a
consumer health care
products manufacturer
|
|
|
151
|
|
|
Member of the
Heartland Alliance
Advisory Board, a
nonprofit
organization
serving human needs
based in Chicago.
Board member of the
Illinois
Manufacturers
Association. Member
of the Board of
Visitors, Institute
for the Humanities,
University of
Michigan
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Frank S. Bayley 1939
Trustee
|
|
|
2001
|
|
|
Retired
Formerly: Director,
Badgley Funds, Inc.
(registered investment
company) (2
portfolios) and
Partner, law firm of
Baker & McKenzie
|
|
|
133
|
|
|
Director and
Chairman, C.D.
Stimson Company (a
real estate
investment company)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
James T. Bunch 1942
Trustee
|
|
|
2003
|
|
|
Managing Member,
Grumman Hill Group LLC
(family office private
equity management)
Formerly: Founder,
Green, Manning & Bunch
Ltd. (investment
banking
firm)(1988-2010);
Executive Committee,
United States Golf
Association; and
Director, Policy
Studies, Inc. and Van
Gilder Insurance
Corporation
|
|
|
133
|
|
|
Chairman, Board of
Governors, Western
Golf Association,
Chairman-elect,
Evans Scholars
Foundation and
Director, Denver
Film Society
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rodney F. Dammeyer 1940
Trustee
|
|
|
2010
|
|
|
Chairman of CAC, LLC,
a private company
offering capital
investment and
management advisory
services
Formerly: Prior to
January 2004, Director
of TeleTech Holdings
Inc.; Prior to 2002,
Director of Arris
Group, Inc.; Prior to
2001, Managing Partner
at Equity Group
Corporate Investments.
Prior to 1995, Vice
Chairman of Anixter
International. Prior
to 1985, experience
includes Senior Vice
President and Chief
Financial Officer of
Household
International, Inc,
Executive Vice
President and Chief
Financial Officer of
Northwest Industries,
Inc. and Partner of
Arthur Andersen & Co.
|
|
|
151
|
|
|
Director of Quidel
Corporation and
Stericycle, Inc.
Prior to May 2008,
Trustee of The
Scripps Research
Institute. Prior to
February 2008,
Director of Ventana
Medical Systems,
Inc. Prior to April
2007, Director of
GATX Corporation.
Prior to April
2004, Director of
TheraSense, Inc.
|
C-4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
|
|
|
Trustee
|
|
|
|
Number of Funds
|
|
Trusteeship(s)/
|
Name, Year of Birth
|
|
and/or
|
|
|
|
in Fund Complex
|
|
Directorships(s)
|
and Position(s) Held
|
|
Officer
|
|
Principal Occupation(s)
|
|
Overseen by
|
|
Held by
|
with the Trust
|
|
Since
|
|
During Past 5 Years
|
|
Trustee
|
|
Trustee/Director
|
Albert R. Dowden 1941
Trustee
|
|
|
2000
|
|
|
Director of a number
of public and private
business corporations,
including the Boss
Group, Ltd. (private
investment and
management); Reich &
Tang Funds (5
portfolios)
(registered investment
company); and
Homeowners of America
Holding Corporation/Homeowners
of America
Insurance Company
(property casualty
company)
Formerly: Director,
Continental Energy
Services, LLC (oil and
gas pipeline service);
Director, CompuDyne
Corporation (provider
of product and
services to the public
security market) and
Director, Annuity and
Life Re (Holdings),
Ltd. (reinsurance
company); Director,
President and Chief
Executive Officer,
Volvo Group North
America, Inc.; Senior
Vice President, AB
Volvo; Director of
various public and
private corporations;
Chairman, DHJ Media,
Inc.; Director
Magellan Insurance
Company; and Director,
The Hertz Corporation,
Genmar Corporation
(boat manufacturer),
National Media
Corporation; Advisory
Board of Rotary Power
International
(designer,
manufacturer, and
seller of rotary power
engines); and
Chairman, Cortland
Trust, Inc.
(registered investment
company)
|
|
|
133
|
|
|
Board of Natures
Sunshine Products,
Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jack M. Fields 1952
Trustee
|
|
|
1997
|
|
|
Chief Executive
Officer, Twenty First
Century Group, Inc.
(government affairs
company); and Owner
and Chief Executive
Officer, Dos Angelos
Ranch, L.P. (cattle,
hunting, corporate
entertainment),
Discovery Global
Education Fund
(non-profit) and Cross
Timbers Quail Research
Ranch (non-profit)
Formerly: Chief
Executive Officer,
Texana Timber LP
(sustainable forestry
company) and member of
the U.S. House of
Representatives
|
|
|
133
|
|
|
Insperity (formerly
known as
Administaff)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Carl Frischling 1937
Trustee
|
|
|
1993
|
|
|
Partner, law firm of
Kramer Levin Naftalis
and Frankel LLP
|
|
|
133
|
|
|
Director, Reich &
Tang Funds (6
portfolios)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Prema Mathai-Davis 1950
Trustee
|
|
|
1998
|
|
|
Retired
Formerly: Chief
Executive Officer,
YWCA of the U.S.A.
|
|
|
133
|
|
|
None
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Larry Soll 1942
Trustee
|
|
|
2003
|
|
|
Retired
Formerly, Chairman,
Chief Executive
Officer and President,
Synergen Corp. (a
biotechnology company)
|
|
|
133
|
|
|
None
|
C-5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
|
|
|
Trustee
|
|
|
|
Number of Funds
|
|
Trusteeship(s)/
|
Name, Year of Birth
|
|
and/or
|
|
|
|
in Fund Complex
|
|
Directorships(s)
|
and Position(s) Held
|
|
Officer
|
|
Principal Occupation(s)
|
|
Overseen by
|
|
Held by
|
with the Trust
|
|
Since
|
|
During Past 5 Years
|
|
Trustee
|
|
Trustee/Director
|
Hugo F. Sonnenschein 1940
Trustee
|
|
|
2010
|
|
|
Distinguished Service
Professor and
President Emeritus of
the University of
Chicago and the Adam
Smith Distinguished
Service Professor in
the Department of
Economics at the
University of Chicago.
Prior to July 2000,
President of the
University of Chicago
|
|
|
151
|
|
|
Trustee of the
University of
Rochester and a
member of its
investment
committee. Member
of the National
Academy of
Sciences, the
American
Philosophical
Society and a
fellow of the
American Academy of
Arts and Sciences
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Raymond Stickel, Jr. 1944
Trustee
|
|
|
2005
|
|
|
Retired
Formerly: Director,
Mainstay VP Series
Funds, Inc. (25
portfolios) and
Partner, Deloitte &
Touche
|
|
|
133
|
|
|
None
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Officers
|
|
|
|
|
|
|
|
|
|
|
|
|
Russell C. Burk 1958
Senior Vice President and Senior Officer
|
|
|
2005
|
|
|
Senior Vice President
and Senior Officer,
The Invesco Funds
|
|
|
N/A
|
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
John M. Zerr 1962
Senior Vice President, Chief Legal Officer
and Secretary
|
|
|
2006
|
|
|
Director, Senior Vice
President, Secretary
and General Counsel,
Invesco Management
Group, Inc. (formerly
known as Invesco Aim
Management Group,
Inc.) and Van Kampen
Exchange Corp.; Senior
Vice President,
Invesco Advisers, Inc.
(formerly known as
Invesco Institutional
(N.A.), Inc.)
(registered investment
adviser); Senior Vice
President and
Secretary, Invesco
Distributors, Inc.
(formerly known as
Invesco Aim
Distributors, Inc.);
Director, Vice
President and
Secretary, Invesco
Investment Services,
Inc. (formerly known
as Invesco Aim
Investment Services,
Inc.) and IVZ
Distributors, Inc.
(formerly known as
INVESCO Distributors,
Inc.); Director and
Vice President,
INVESCO Funds Group,
Inc.; Senior Vice
President, Chief Legal
Officer and Secretary,
The Invesco Funds;
Manager, Invesco
PowerShares Capital
Management LLC;
Director, Secretary
and General Counsel,
Invesco Investment
Advisers LLC (formerly
known as Van Kampen
Asset Management);
Secretary and General
Counsel, Van Kampen
Funds Inc. and Chief
Legal Officer,
PowerShares
Exchange-Traded Fund
Trust, PowerShares
Exchange-Traded Fund
Trust II, PowerShares
India
|
|
|
N/A
|
|
|
N/A
|
C-6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
|
|
|
Trustee
|
|
|
|
Number of Funds
|
|
Trusteeship(s)/
|
Name, Year of Birth
|
|
and/or
|
|
|
|
in Fund Complex
|
|
Directorships(s)
|
and Position(s) Held
|
|
Officer
|
|
Principal Occupation(s)
|
|
Overseen by
|
|
Held by
|
with the Trust
|
|
Since
|
|
During Past 5 Years
|
|
Trustee
|
|
Trustee/Director
|
|
|
|
|
|
|
Exchange-Traded
Fund Trust and
PowerShares Actively
Managed
Exchange-Traded Fund
Trust
Formerly: Director
and Secretary, Van
Kampen Advisors Inc.;
Director Vice
President, Secretary
and General Counsel
Van Kampen Investor
Services Inc.;
Director, Invesco
Distributors, Inc.
(formerly known as
Invesco Aim
Distributors, Inc.);
Director, Senior Vice
President, General
Counsel and Secretary,
Invesco Advisers,
Inc.; and Van Kampen
Investments Inc.;
Director, Vice
President and
Secretary, Fund
Management Company;
Director, Senior Vice
President, Secretary,
General Counsel and
Vice President,
Invesco Aim Capital
Management, Inc.;
Chief Operating
|
|
|
|
|
|
|
|
|
|
|
Officer and General
Counsel, Liberty Ridge
Capital, Inc. (an
investment adviser);
Vice President and
Secretary, PBHG Funds
(an investment
company) and PBHG
Insurance Series Fund
(an investment
company); Chief
Operating Officer,
General Counsel and
Secretary, Old Mutual
Investment Partners (a
broker-dealer);
General Counsel and
Secretary, Old Mutual
Fund Services (an
administrator) and Old
Mutual Shareholder
Services (a
shareholder servicing
center); Executive
Vice President,
General Counsel and
Secretary, Old Mutual
Capital, Inc. (an
investment adviser);
and Vice President and
Secretary, Old Mutual
Advisors Funds (an
investment company)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lisa O. Brinkley 1959
Vice President
|
|
|
2004
|
|
|
Global Assurance
Officer, Invesco Ltd.;
Chief Compliance
Officer, Invesco
Investment Services,
Inc.(formerly known as
Invesco Aim Investment
Services, Inc.); and
Vice President, The
Invesco Funds
Formerly: Chief
Compliance Officer,
Invesco Distributors,
Inc. (formerly known
as Invesco Aim
Distributors, Inc.)
and Van Kampen
Investor Services
Inc.; Senior Vice
President, Invesco
Management Group,
Inc.; Senior Vice
President and Chief
Compliance Officer,
Invesco Advisers, Inc.
and The Invesco Funds;
Vice President and
Chief Compliance
Officer, Invesco Aim
Capital Management,
Inc. and Invesco
Distributors, Inc.;
Vice President,
Invesco Investment
Services, Inc. and
Fund Management
Company
|
|
N/A
|
|
N/A
|
C-7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
|
|
|
Trustee
|
|
|
|
Number of Funds
|
|
Trusteeship(s)/
|
Name, Year of Birth
|
|
and/or
|
|
|
|
in Fund Complex
|
|
Directorships(s)
|
and Position(s) Held
|
|
Officer
|
|
Principal Occupation(s)
|
|
Overseen by
|
|
Held by
|
with the Trust
|
|
Since
|
|
During Past 5 Years
|
|
Trustee
|
|
Trustee/Director
|
Sheri Morris 1964
Vice President, Treasurer and Principal
Financial Officer
|
|
|
1999
|
|
|
Vice President,
Treasurer and
Principal Financial
Officer, The Invesco
Funds; Vice President,
Invesco Advisers, Inc.
(formerly known as
Invesco Institutional
(N.A.), Inc.)
(registered investment
adviser); and
Treasurer, PowerShares
Exchange-Traded Fund
Trust, PowerShares
Exchange-Traded Fund
Trust II, PowerShares
India Exchange-Traded
Fund and PowerShares
Actively Managed
Exchange-Traded Fund
Trust
Formerly: Vice
President, Invesco
Advisers, Inc.,
Invesco Aim Capital
Management, Inc. and
Invesco Aim Private
Asset Management,
Inc.; Assistant Vice
President and
Assistant Treasurer,
The Invesco Funds and
Assistant Vice
President, Invesco
Advisers, Inc.,
Invesco Aim Capital
Management, Inc. and
Invesco Aim Private
Asset Management, Inc.
|
|
N/A
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
Karen Dunn Kelley 1960
Vice President
|
|
|
1993
|
|
|
Head of Invescos
World Wide Fixed
Income and Cash
Management Group;
Senior Vice President,
Invesco Management
Group, Inc. (formerly
known as Invesco Aim
Management Group,
Inc.) and Invesco
Advisers, Inc.
(formerly known as
Invesco Institutional
(N.A.), Inc.)
(registered investment
adviser); Executive
Vice President,
Invesco Distributors,
Inc. (formerly known
as Invesco Aim
Distributors, Inc.);
Director, Invesco
Mortgage Capital Inc.;
Vice President, The
Invesco Funds (other
than AIM Treasurers
Series Trust (Invesco
Treasurers Series
Trust) and Short-Term
Investments Trust);
and President and
Principal Executive
Officer, The Invesco
Funds (AIM Treasurers
Series Trust (Invesco
Treasurers Series
Trust) and Short-Term
Investments Trust
only)
Formerly: Senior Vice
President, Van Kampen
Investments Inc.; Vice
President, Invesco
Advisers, Inc.
(formerly known as
Invesco Institutional
(N.A.), Inc.);
Director of Cash
Management and Senior
Vice President,
Invesco Advisers, Inc.
and Invesco Aim
Capital Management,
Inc.; President and
Principal Executive
Officer, Tax-Free
Investments Trust;
Director and
President, Fund
Management Company;
Chief Cash Management
Officer, Director of
Cash Management,
Senior Vice President,
and Managing Director,
Invesco Aim Capital
Management, Inc.;
Director of Cash
Management, Senior
Vice President,
|
|
N/A
|
|
N/A
|
C-8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
|
|
|
Trustee
|
|
|
|
Number of Funds
|
|
Trusteeship(s)/
|
Name, Year of Birth
|
|
and/or
|
|
|
|
in Fund Complex
|
|
Directorships(s)
|
and Position(s) Held
|
|
Officer
|
|
Principal Occupation(s)
|
|
Overseen by
|
|
Held by
|
with the Trust
|
|
Since
|
|
During Past 5 Years
|
|
Trustee
|
|
Trustee/Director
|
|
|
|
|
|
|
and
Vice President,
Invesco Advisers, Inc.
and The Invesco Funds
(AIM Treasurers
Series Trust (Invesco
Treasurers Series
Trust), Short-Term
Investments Trust and
Tax-Free Investments
Trust only)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yinka Akinsola 1977
Anti-Money Laundering Compliance Officer
|
|
|
2011
|
|
|
Anti-Money Laundering
Compliance Officer,
Invesco Advisers, Inc.
(formerly known as
Invesco Institutional
(N.A.), Inc.)
(registered investment
adviser); Invesco
Distributors, Inc.
(formerly known as
Invesco Aim
Distributors, Inc.),
Invesco Investment
Services, Inc.
(formerly known as
Invesco Aim Investment
Services, Inc.),
Invesco Management
Group, Inc., The
Invesco Funds, Invesco
Van Kampen Closed-End
Funds, Van Kampen
Exchange Corp., Van
Kampen Funds Inc.,
PowerShares
Exchange-Traded Fund
Trust, PowerShares
Exchange-Traded Fund
Trust II, PowerShares
India Exchange-Traded
Fund Trust, and
PowerShares Actively
Managed
Exchange-Traded Fund
Trust
Formerly: Regulatory
Analyst III, Financial
Industry Regulatory
Authority (FINRA)
|
|
N/A
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
Todd L. Spillane 1958
Chief Compliance Officer
|
|
|
2006
|
|
|
Senior Vice President,
Invesco Management
Group, Inc. (formerly
known as Invesco Aim
Management Group,
Inc.) and Van Kampen
Exchange Corp.; Senior
Vice President and
Chief Compliance
Officer, Invesco
Advisers, Inc.
(registered investment
adviser) (formerly
known as Invesco
Institutional (N.A.),
Inc.); Chief
Compliance Officer,
The Invesco Funds;
Vice President,
Invesco Distributors,
Inc. (formerly known
as Invesco Aim
Distributors, Inc.)
and Invesco Investment
Services, Inc.
(formerly known as
Invesco Aim Investment
Services, Inc.)
Formerly: Senior Vice
President, Van Kampen
Investments Inc.;
Senior Vice President
and Chief Compliance
Officer, Invesco
Advisers, Inc. and
Invesco Aim Capital
Management, Inc.;
Chief Compliance
Officer, INVESCO
Private Capital
Investments, Inc.
(holding company),
Invesco Private
Capital, Inc.
(registered investment
adviser), Invesco
Global Asset
Management (N.A.),
Inc., Invesco Senior
Secured Management,
Inc. (registered
investment adviser)
and Van Kampen
Investor Services
Inc., PowerShares
Exchange-Traded Fund
Trust, PowerShares
|
|
N/A
|
|
N/A
|
C-9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
|
|
|
Trustee
|
|
|
|
Number of Funds
|
|
Trusteeship(s)/
|
Name, Year of Birth
|
|
and/or
|
|
|
|
in Fund Complex
|
|
Directorships(s)
|
and Position(s) Held
|
|
Officer
|
|
Principal Occupation(s)
|
|
Overseen by
|
|
Held by
|
with the Trust
|
|
Since
|
|
During Past 5 Years
|
|
Trustee
|
|
Trustee/Director
|
|
|
|
|
Exchange-Traded Fund
Trust II, PowerShares
India Exchange-Traded
Fund Trust and
PowerShares Actively
Managed
Exchange-Traded Fund
Trust; Vice President,
Invesco Aim Capital
Management, Inc. and
Fund Management
Company
|
|
|
|
|
C-10
Trustee Ownership of Fund Shares as of December 31, 2011
|
|
|
|
|
|
|
|
|
Aggregate Dollar Range of
|
|
|
|
|
Equity Securities in All
|
|
|
|
|
Registered Investment
|
|
|
Dollar Range of Equity Securities
|
|
Companies Overseen by
|
Name of Trustee
|
|
Per Fund
|
|
Trustee in Invesco Funds
®
|
Martin L. Flanagan
|
|
Invesco High Income Municipal Fund
Over $100,000
Invesco Tax-Exempt Cash Fund
$10,001 - $50,000
Invesco Tax-Free Intermediate Fund
Over $100,000
|
|
Over $100,000
|
Philip A. Taylor
|
|
-0-
|
|
N/A
|
Wayne M. Whalen
|
|
Invesco Tax-Exempt Cash Fund
$10,001 - $50,000
|
|
Over $100,000
|
David C. Arch
|
|
-0-
|
|
Over $100,000
|
Bob R. Baker
4
|
|
None
|
|
N/A
|
Frank S. Bayley
|
|
None
|
|
Over $100,000
|
James T. Bunch
|
|
None
|
|
Over $100,000
5
|
Bruce L. Crockett
|
|
None
|
|
Over $100,000
5
|
Rodney F. Dammeyer
|
|
None
|
|
Over $100,000
|
Albert R. Dowden
|
|
None
|
|
Over $100,000
|
Jack M. Fields
|
|
None
|
|
Over $100,000
5
|
Carl Frischling
|
|
None
|
|
Over $100,000
5
|
Prema Mathai-Davis
|
|
None
|
|
Over $100,000
5
|
Lewis F. Pennock
4
|
|
None
|
|
N/A
|
Larry Soll
|
|
Invesco High Income Municipal Fund
Over $100,000
|
|
Over $100,000
5
|
Hugo F. Sonnenschein
|
|
None
|
|
Over $100,000
|
Raymond Stickel, Jr.
|
|
None
|
|
Over $100,000
|
|
|
|
|
4
|
|
Bob Bakers retirement from the Board was effective December 31, 2011. Lewis
Pennocks retirement from the Board was effective March 31, 2011.
|
|
|
|
5
|
|
Includes the total amount of compensation deferred by the trustee at his
or her election pursuant to a deferred compensation plan. Such deferred compensation is
placed in a deferral account and deemed to be invested in one or more of the Invesco Funds.
|
|
C-11
Appendix D
TRUSTEE COMPENSATION TABLE
Set forth below is information regarding compensation paid or accrued for each trustee of the
Trust who is not affiliated with Invesco during the year ended December 31, 2011:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
|
Retirement
|
|
Estimated
|
|
Compensation
|
|
|
Aggregate
|
|
Benefits
|
|
Annual
|
|
From All
|
|
|
Compensation
|
|
Accrued
|
|
Benefits
|
|
Invesco
|
|
|
From the
|
|
by All
|
|
Upon
|
|
Funds Paid to
|
|
|
Trust
(1)
|
|
Invesco Funds
(2)
|
|
Retirement
(3)
|
|
the Trustees
(4)
|
Trustee
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interested Trustees
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wayne W. Whalen
(5)
|
|
$
|
15,972
|
|
|
$
|
304,730
|
|
|
$
|
195,000
|
|
|
$
|
399,000
|
|
Independent Trustees
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
David C. Arch
(5)
|
|
|
16,798
|
|
|
|
164,973
|
|
|
|
195,000
|
|
|
|
412,250
|
|
Bob R. Baker
|
|
|
12,606
|
|
|
|
233,415
|
|
|
|
248,337
|
|
|
|
320,050
|
|
Frank S. Bayley
|
|
|
19,216
|
|
|
|
236,053
|
|
|
|
195,000
|
|
|
|
420,000
|
|
James T. Bunch
(7)
|
|
|
17,598
|
|
|
|
302,877
|
|
|
|
195,693
|
|
|
|
385,000
|
|
Bruce L. Crockett
|
|
|
33,612
|
|
|
|
227,797
|
|
|
|
195,000
|
|
|
|
693,500
|
|
Rodney Dammeyer
(5)
|
|
|
16,659
|
|
|
|
290,404
|
|
|
|
195,000
|
|
|
|
412,250
|
|
Albert R. Dowden
|
|
|
18,843
|
|
|
|
296,156
|
|
|
|
195,000
|
|
|
|
415,000
|
|
Jack M. Fields
|
|
|
16,111
|
|
|
|
313,488
|
|
|
|
195,000
|
|
|
|
307,250
|
|
Carl Frischling
(6)
|
|
|
18,572
|
|
|
|
233,415
|
|
|
|
195,000
|
|
|
|
356,000
|
|
Prema Mathai-Davis
|
|
|
17,177
|
|
|
|
302,911
|
|
|
|
195,000
|
|
|
|
330,000
|
|
Lewis F. Pennock
(7)
|
|
|
379
|
|
|
|
229,833
|
|
|
|
173,250
|
|
|
|
73,000
|
|
Larry Soll
|
|
|
19,300
|
|
|
|
342,675
|
|
|
|
216,742
|
|
|
|
375,750
|
|
Hugo F. Sonnenschein
(5)
|
|
|
17,009
|
|
|
|
290,404
|
|
|
|
195,000
|
|
|
|
412,200
|
|
Raymond Stickel, Jr.
|
|
|
20,331
|
|
|
|
230,451
|
|
|
|
195,000
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399,250
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(1)
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Amounts shown are based on the fiscal year ended February 29, 2012. The total amount of
compensation deferred by all trustees of the Trust during the fiscal year ended February 29,
2012, including earnings, was $64,802.
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(2)
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During the fiscal year ended February 29, 2012, the total amount of expenses allocated to the
Trust in respect of such retirement benefits was $268,421.
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(3)
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These amounts represent the estimated annual benefits payable by the Invesco Funds upon the
trustees retirement and assumes each trustee serves until his or her normal retirement date.
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(4)
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All trustees except Messrs. Arch, Dammeyer, Sonnenschein and Whalen currently serve as
trustee of 28 registered investment companies advised by Invesco. Messrs. Arch, Dammeyer,
Sonnenschein and Whalen currently serve as trustee of 46 registered investment companies
advised by Invesco.
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(5)
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Messrs. Arch, Dammeyer, Sonnenschein and Whalen were elected as trustees of the Trust effective
June 15, 2010.
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(6)
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During the fiscal year ended February 29, 2012, the Trust paid $15,744 in legal fees to Kramer
Levin Naftalis & Frankel LLP for services rendered by such firm as counsel to the independent
trustees of the Trust. Mr. Frischling is a partner of such firm.
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D-1
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(7)
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Bob Bakers retirement from the Board was effective December 31, 2011. Lewis Pennocks
retirement from the Board was effective March 31, 2011.
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D-2
APPENDIX E
PROXY POLICIES AND PROCEDURES
I.2. PROXY POLICIES AND PROCEDURES RETAIL
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Applicable to
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Retail Accounts
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Risk Addressed by Policy
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breach of fiduciary duty to client under
Investment Advisers Act of 1940 by placing
Invesco personal interests ahead of client
best economic interests in voting proxies
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Relevant Law and Other Sources
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Investment Advisers Act of 1940
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Last Tested Date
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Policy/Procedure Owner
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Advisory Compliance
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Policy Approver
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Fund Board
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Approved/Adopted Date
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January 1, 2010
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The following policies and procedures apply to certain funds and other accounts managed by
Invesco Advisers, Inc. (Invesco).
A. POLICY STATEMENT
Introduction
Our Belief
The Invesco Funds Boards of Trustees and Invescos investment professionals expect a high standard
of corporate governance from the companies in our portfolios so that Invesco may fulfill its
fiduciary obligation to our fund shareholders and other account holders. Well governed companies
are characterized by a primary focus on the interests of shareholders, accountable boards of
directors, ample transparency in financial disclosure, performance-driven cultures and appropriate
consideration of all stakeholders. Invesco believes well governed companies create greater
shareholder wealth over the long term than poorly governed companies, so we endeavor to vote in a
manner that increases the value of our investments and fosters good governance within our portfolio
companies.
In determining how to vote proxy issues, Invesco considers the probable business consequences of
each issue and votes in a manner designed to protect and enhance fund shareholders and other
account holders interests. Our voting decisions are intended to enhance each companys total
shareholder value over Invescos typical investment horizon.
Proxy voting is an integral part of Invescos investment process. We believe that the right to vote
proxies should be managed with the same care as all other elements of the investment process. The
objective of Invescos proxy-voting activity is to promote good governance and advance the economic
interests of our clients. At no time will Invesco exercise its voting power to advance its own
E-1
commercial interests, to pursue a social or political cause that is unrelated to our
clients economic interests, or to favor a particular client or business relationship to the
detriment of others.
B. OPERATING PROCEDURES AND RESPONSIBLE PARTIES
Proxy administration
The Invesco Retail Proxy Committee (the Proxy Committee) consists of members representing
Invescos Investments, Legal and Compliance departments. Invescos Proxy Voting Guidelines (the
Guidelines) are revised annually by the Proxy Committee, and are approved by the Invesco Funds
Boards of Trustees. The Proxy Committee implements the Guidelines and oversees proxy voting.
The Proxy Committee has retained outside experts to assist with the analysis and voting of proxy
issues. In addition to the advice offered by these experts, Invesco uses information gathered from
our own research, company managements, Invescos portfolio managers and outside shareholder groups
to reach our voting decisions.
Generally speaking, Invescos investment-research process leads us to invest in companies led by
management teams we believe have the ability to conceive and execute strategies to outperform their
competitors. We select companies for investment based in large part on our assessment of their
management teams ability to create shareholder wealth. Therefore, in formulating our proxy-voting
decisions, Invesco gives proper consideration to the recommendations of a companys Board of
Directors.
Important principles underlying the Invesco Proxy Voting Guidelines
I. Accountability
Management teams of companies are accountable to their boards of directors, and directors of
publicly held companies are accountable to their shareholders. Invesco endeavors to vote the
proxies of its portfolio companies in a manner that will reinforce the notion of a boards
accountability to its shareholders. Consequently, Invesco votes against any actions that would
impair the rights of shareholders or would reduce shareholders influence over the board or over
management.
The following are specific voting issues that illustrate how Invesco applies this principle of
accountability.
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Elections of directors.
In uncontested director elections for companies that do not have
a controlling shareholder, Invesco votes in favor of slates if they are comprised of at
least a majority of independent directors and if the boards key committees are fully
independent. Key committees include the Audit, Compensation and Governance or Nominating
Committees. Invescos standard of independence excludes directors who, in addition to
the directorship, have any material business or family relationships with the companies they
serve.
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E-2
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Contested director elections are evaluated on a case-by-case basis and are decided within
the context of Invescos investment thesis on a company.
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Director performance.
Invesco withholds votes from directors who exhibit a lack of
accountability to shareholders, either through their level of attendance at meetings or by
enacting egregious corporate-governance or other policies. In cases of material financial
restatements, accounting fraud, habitually late filings, adopting shareholder rights plan
(poison pills) without shareholder approval, or other areas of poor performance, Invesco
may withhold votes from some or all of a companys directors. In situations where
directors performance is a concern, Invesco may also support shareholder proposals to take
corrective actions such as so-called clawback provisions.
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Auditors and Audit Committee members.
Invesco believes a companys Audit Committee has a
high degree of responsibility to shareholders in matters of financial disclosure, integrity
of the financial statements and effectiveness of a companys internal controls.
Independence, experience and financial expertise are critical elements of a
well-functioning Audit Committee. When electing directors who are members of a companys
Audit Committee, or when ratifying a companys auditors, Invesco considers the past
performance of the Committee and holds its members accountable for the quality of the
companys financial statements and reports.
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Majority standard in director elections.
The right to elect directors is the single most
important mechanism shareholders have to promote accountability. Invesco supports the
nascent effort to reform the U.S. convention of electing directors, and votes in favor of
proposals to elect directors by a majority vote.
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Classified boards.
Invesco supports proposals to elect directors annually instead of
electing them to staggered multi-year terms because annual elections increase a boards
level of accountability to its shareholders.
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Supermajority voting requirements.
Unless proscribed by law in the state of
incorporation, Invesco votes against actions that would impose any supermajority voting
requirement, and supports actions to dismantle existing supermajority requirements.
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Responsiveness.
Invesco withholds votes from directors who do not adequately respond to
shareholder proposals that were approved by a majority of votes cast the prior year.
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Cumulative voting.
The practice of cumulative voting can enable minority shareholders to
have representation on a companys board. Invesco supports proposals to institute the
practice of cumulative voting at companies whose overall corporate-governance standards
indicate a particular need to protect the interests of minority shareholders.
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E-3
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Shareholder access.
On business matters with potential financial consequences, Invesco
votes in favor of proposals that would increase shareholders opportunities to express
their views to boards of directors, proposals that would lower barriers to shareholder
action and proposals to promote the adoption of generally accepted best practices in
corporate governance.
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II. Incentives
Invesco believes properly constructed compensation plans that include equity ownership are
effective in creating incentives that induce managements and employees of our portfolio companies
to create greater shareholder wealth. Invesco supports equity compensation plans that promote the
proper alignment of incentives, and votes against plans that are overly dilutive to existing
shareholders, plans that contain objectionable structural features, and plans that appear likely to
reduce the value of an accounts investment.
Following are specific voting issues that illustrate how Invesco evaluates incentive plans.
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Executive compensation.
Invesco evaluates compensation plans for executives within the
context of the companys performance under the executives tenure. Invesco believes
independent compensation committees are best positioned to craft executive-compensation
plans that are suitable for their company-specific circumstances. We view the election of
those independent compensation committee members as the appropriate mechanism for
shareholders to express their approval or disapproval of a companys compensation
practices. Therefore, Invesco generally does not support shareholder proposals to limit or
eliminate certain forms of executive compensation. In the interest of reinforcing the
notion of a compensation committees accountability to shareholders, Invesco supports
proposals requesting that companies subject each years compensation record to an advisory
shareholder vote, or so-called say on pay proposals.
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Equity-based compensation plans.
When voting to approve or reject equity-based
compensation plans, Invesco compares the total estimated cost of the plans, including stock
options and restricted stock, against a carefully selected peer group and uses multiple
performance metrics that help us determine whether the incentive structures in place are
creating genuine shareholder wealth. Regardless of a plans estimated cost relative to its
peer group, Invesco votes against plans that contain structural features that would impair
the alignment of incentives between
shareholders and management. Such features include the ability to reprice or reload options
without shareholder approval, the ability to issue options below the stocks current market
price, or the ability to automatically replenish shares without shareholder approval.
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E-4
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Employee stock-purchase plans.
Invesco supports employee stock-purchase plans that are
reasonably designed to provide proper incentives to a broad base of employees, provided
that the price at which employees may acquire stock is at most a 15 percent discount from
the market price.
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Severance agreements.
Invesco generally votes in favor of proposals requiring advisory
shareholder ratification of executives severance agreements. However, we oppose proposals
requiring such agreements to be ratified by shareholders in advance of their adoption.
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III. Capitalization
Examples of management proposals related to a companys capital structure include authorizing or
issuing additional equity capital, repurchasing outstanding stock, or enacting a stock split or
reverse stock split. On requests for additional capital stock, Invesco analyzes the companys
stated reasons for the request. Except where the request could adversely affect the funds
ownership stake or voting rights, Invesco generally supports a boards decisions on its needs for
additional capital stock. Some capitalization proposals require a case-by-case analysis within the
context of Invescos investment thesis on a company. Examples of such proposals include authorizing
common or preferred stock with special voting rights, or issuing additional stock in connection
with an acquisition.
IV. Mergers, Acquisitions and Other Corporate Actions
Issuers occasionally require shareholder approval to engage in certain corporate actions such as
mergers, acquisitions, name changes, dissolutions, reorganizations, divestitures and
reincorporations. Invesco analyzes these proposals within the context of our investment thesis on
the company, and determines its vote on a case-by-case basis.
V. Anti-Takeover Measures
Practices designed to protect a company from unsolicited bids can adversely affect shareholder
value and voting rights, and they create conflicts of interests among directors, management and
shareholders. Except under special issuer-specific circumstances, Invesco votes to reduce or
eliminate such measures. These measures include adopting or renewing poison pills, requiring
supermajority voting on certain corporate actions, classifying the election of directors instead of
electing each director to an annual term, or creating separate classes of common or preferred stock
with special voting rights. Invesco generally votes against management proposals to impose these
types of measures, and generally votes for shareholder proposals designed to reduce such measures.
Invesco supports shareholder proposals directing companies to subject their anti-takeover
provisions to a shareholder vote.
VI. Shareholder Proposals on Corporate Governance
Invesco generally votes for shareholder proposals that are designed to protect shareholder rights
if a companys corporate-governance standards indicate that such additional protections are
warranted.
E-5
VII. Shareholder Proposals on Social Responsibility
The potential costs and economic benefits of shareholder proposals seeking to amend a companys
practices for social reasons are difficult to assess. Analyzing the costs and economic benefits of
these proposals is highly subjective and does not fit readily within our framework of voting to
create greater shareholder wealth over Invescos typical investment horizon. Therefore, Invesco
abstains from voting on shareholder proposals deemed to be of a purely social, political or moral
nature.
VIII. Routine Business Matters
Routine business matters rarely have a potentially material effect on the economic prospects of
fund holdings, so we generally support the boards discretion on these items. However, Invesco
votes against proposals where there is insufficient information to make a decision about the nature
of the proposal. Similarly, Invesco votes against proposals to conduct other unidentified business
at shareholder meetings.
Summary
These Guidelines provide an important framework for making proxy-voting decisions, and should give
fund shareholders and other account holders insight into the factors driving Invescos decisions.
The Guidelines cannot address all potential proxy issues, however. Decisions on specific issues
must be made within the context of these Guidelines and within the context of the investment thesis
of the funds and other accounts that own the companys stock. Where a different investment thesis
is held by portfolio managers who may hold stocks in common, Invesco may vote the shares held on a
fund-by-fund or account-by-account basis.
Exceptions
In certain circumstances, Invesco may refrain from voting where the economic cost of voting a
companys proxy exceeds any anticipated benefits of that proxy proposal.
Share-lending programs
One reason that some portion of Invescos position in a particular security might not be voted is
the securities lending program. When securities are out on loan and earning fees for the lending
fund, they are transferred into the borrowers name. Any proxies during the period of the loan are
voted by the borrower. The
lending fund would have to terminate the loan to vote the companys proxy, an action that is not
generally in the best economic interest of fund shareholders. However, whenever Invesco determines
that the benefit to shareholders or other account holders of voting a particular proxy outweighs
the revenue lost by terminating the loan, we recall the securities for the purpose of voting the
funds full position.
Share-blocking
Another example of a situation where Invesco may be unable to vote is in countries where the
exercise of voting rights requires the fund to submit to short-term trading restrictions, a
practice known as share-blocking. Invesco generally
E-6
refrains from voting proxies in
share-blocking countries unless the portfolio manager determines that the benefit to fund
shareholders and other account holders of voting a specific proxy outweighs the funds or other
accounts temporary inability to sell the security.
International constraints
An additional concern that sometimes precludes our voting non-U.S. proxies is our inability to
receive proxy materials with enough time and enough information to make a voting decision. In the
great majority of instances, however, we are able to vote non-U.S. proxies successfully. It is
important to note that Invesco makes voting decisions for non-U.S. issuers using these Guidelines
as our framework, but also takes into account the corporate-governance standards, regulatory
environment and generally accepted best practices of the local market.
Exceptions to these Guidelines
Invesco retains the flexibility to accommodate company-specific situations where strictly adhering
to the Guidelines would lead to a vote that the Proxy Committee deems not to be in the best
interest of the funds shareholders and other account holders. In these situations, the Proxy
Committee will vote the proxy in the manner deemed to be in the best interest of the funds
shareholders and other account holders, and will promptly inform the funds Boards of Trustees of
such vote and the circumstances surrounding it.
Resolving potential conflicts of interest
A potential conflict of interest arises when Invesco votes a proxy for an issuer with which it also
maintains a material business relationship. Examples could include issuers that are distributors of
Invescos products, or issuers that employ Invesco to manage portions of their retirement plans or
treasury accounts. Invesco reviews each proxy proposal to assess the extent, if any, to which there
may be a material conflict between the interests of the fund shareholders or other account holders
and Invesco.
Invesco takes reasonable measures to determine whether a potential conflict may exist. A potential
conflict is deemed to exist only if one or more of the Proxy
Committee members actually knew or should have known of the potential conflict.
If a material potential conflict is deemed to exist, Invesco may resolve the potential conflict in
one of the following ways: (1) if the proposal that gives rise to the potential conflict is
specifically addressed by the Guidelines, Invesco may vote the proxy in accordance with the
predetermined Guidelines; (2) Invesco may engage an independent third party to determine how the
proxy should be voted; or (3) Invesco may establish an ethical wall or other informational barrier
between the persons involved in the potential conflict and the persons making the proxy-voting
decision in order to insulate the potential conflict from the decision makers.
Because the Guidelines are pre-determined and crafted to be in the best economic interest of
shareholders and other account holders, applying the Guidelines to vote client proxies should, in
most instances, adequately resolve any potential conflict of
E-7
interest. As an additional safeguard
against potential conflicts, persons from Invescos marketing, distribution and other
customer-facing functions are precluded from becoming members of the Proxy Committee.
On a quarterly basis, the Invesco Funds Boards of Trustees review a report from Invescos Internal
Compliance Controls Committee. The report contains a list of all known material business
relationships that Invesco maintains with publicly traded issuers. That list is cross-referenced
with the list of proxies voted over the period. If there are any instances where Invescos voting
pattern on the proxies of its material business partners is inconsistent with its voting pattern on
all other issuers, they are brought before the Trustees and explained by the Chairman of the Proxy
Committee.
Personal conflicts of interest.
If any member of the Proxy Committee has a personal conflict of
interest with respect to a company or an issue presented for voting, that Proxy Committee member
will inform the Proxy Committee of such conflict and will abstain from voting on that company or
issue.
Funds of funds
. Some Invesco Funds offering diversified asset allocation within one investment
vehicle own shares in other Invesco Funds. A potential conflict of interest could arise if an
underlying Invesco Fund has a shareholder meeting with any proxy issues to be voted on, because
Invescos asset-allocation funds or target-maturity funds may be large shareholders of the
underlying fund. In order to avoid any potential for a conflict, the asset-allocation funds and
target maturity funds vote their shares in the same proportion as the votes of the external
shareholders of the underlying fund.
C. RECORDKEEPING
Records are maintained in accordance with Invescos Recordkeeping Policy.
Policies and Vote Disclosure
A copy of these Guidelines and the voting record of each Invesco Fund are available on our web
site,
www.invesco.com
. In accordance with Securities and Exchange Commission regulations,
all funds file a record of all proxy-voting activity for the prior 12 months ending June 30th. That
filing is made on or before August 31st of each year.
E-8
I.1. PROXY POLICIES AND PROCEDURES INSTITUTIONAL
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Applicable to
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Institutional Accounts
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Risk Addressed by Policy
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breach of fiduciary duty to client under Investment Advisers Act
of 1940 by placing Invesco personal interests ahead of client
best economic interests in voting proxies
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Relevant Law and Other Sources
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Investment Advisers Act of 1940
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Last Tested Date
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Policy/Procedure Owner
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Advisory Compliance, Proxy Committee
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Policy Approver
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Invesco Risk Management Committee
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Approved/Adopted Date
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January 1, 2010, revised August 2011
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The following policies and procedures apply to all institutional accounts, clients and funds
managed by Invesco Advisers, Inc. (Invesco). These policies and procedures do not apply to any
of the retail funds managed by Invesco. See Section I.2 for the proxy policies and procedures
applicable to Invescos retail funds.
A. POLICY STATEMENT
Invesco has responsibility for making investment decisions that are in the best interests of its
clients. As part of the investment management services it provides to clients, Invesco may be
authorized by clients to vote proxies appurtenant to the shares for which the clients are
beneficial owners.
Invesco believes that it has a duty to manage clients assets in the best economic interests of its
clients and that the ability to vote proxies is a client asset.
Invesco reserves the right to amend its proxy policies and procedures from time to time without
prior notice to its clients.
Voting of Proxies
Invesco will vote client proxies relating to equity securities in accordance with the procedures
set forth below unless a non-ERISA client retains in writing the right to vote, the named fiduciary
(e.g., the plan sponsor) of an ERISA client retains in writing the right to direct the plan trustee
voting a proxy
E-9
would be outweighed by the costs associated therewith. In addition, due to the distinct nature of
proxy voting for interests in fixed income assets and stable value wrap agreements, the proxies for
such fixed income assets and stable value wrap agreements will be voted in accordance with the
procedures set forth in the Proxy Voting for Fixed Income Assets and Stable Value Wrap Agreements
section below.
Best Economic Interests of Clients
In voting proxies, Invesco will take into consideration those factors that may affect the value of
the security and will vote proxies in a manner in which, in its opinion, is in the best economic
interests of clients. Invesco endeavors to resolve any conflicts of interest exclusively in the
best economic interests of clients.
B. OPERATING PROCEDURES AND RESPONSIBLE PARTIES
ISS Services
Invesco has contracted with ISS, an independent third party service provider, to vote Invescos
clients proxies according to ISS proxy voting recommendations determined by ISS pursuant to its
then-current US Proxy Voting Guidelines, a summary of which can be found
here
, and which
are deemed to be incorporated herein. In addition, ISS will provide proxy analyses, vote
recommendations, vote execution and record-keeping services for clients for which Invesco has proxy
voting responsibility. On an annual basis, the Proxy Committee will review information obtained
from ISS to ascertain whether ISS (i) has the capacity and competency to adequately analyze proxy
issues, and (ii) can make such recommendations in an impartial manner and in the best economic
interests of Invescos clients. This may include a review of ISS Policies, Procedures and
Practices Regarding Potential Conflicts of Interest and obtaining information about the work ISS
does for corporate issuers and the payments ISS receives from such issuers.
Custodians forward to ISS proxy materials for clients who rely on Invesco to vote proxies. ISS is
responsible for exercising the voting rights in accordance with the ISS proxy voting guidelines.
If Invesco receives proxy materials in connection with a clients account where the client has, in
writing, communicated to Invesco that the client, plan fiduciary or other third party has reserved
the right to vote proxies, Invesco will forward to the party appointed by client any proxy
materials it receives with respect to the account. In order to avoid voting proxies in
circumstances where Invesco, or any of its affiliates have or may have any conflict of interest,
real or perceived, Invesco has engaged ISS to provide the proxy analyses, vote recommendations and
voting of proxies.
In the event that (i) ISS recuses itself on a proxy voting matter and makes no recommendation or
(ii) Invesco decides to override the ISS vote recommendation, the Proxy Committee will review the
issue and direct ISS how to vote the proxies as described below.
E-10
Proxy Voting for Fixed Income Assets and Stable Value Wrap Agreements
Some of Invescos fixed income clients hold interests in preferred stock of companies and some of
Invescos stable value clients are parties to wrap agreements. From time to time, companies that
have issued preferred stock or that are parties to wrap agreements request that Invescos clients
vote proxies on particular matters. ISS does not currently provide proxy analysis or vote
recommendations with respect to such proxy votes. Therefore, when a particular matter arises in
this category, the investment team responsible for the particular mandate will review the matter
and make a recommendation to the Proxy Manager as to how to vote the associated proxy. The Proxy
Manager will complete the proxy ballots and send the ballots to the persons or entities identified
in the ballots.
Proxy Committee
The Proxy Committee shall have seven (7) members, which shall include representatives from
portfolio management, operations, and legal/compliance or other functional departments as deemed
appropriate and who are knowledgeable regarding the proxy process. A majority of the members of
the Proxy Committee shall constitute a quorum and the Proxy Committee shall act by a majority vote
of those members in attendance at a meeting called for the purpose of determining how to vote a
particular proxy. The Proxy Committee shall keep minutes of its meetings that shall be kept with
the proxy voting records of Invesco. The Proxy Committee will appoint a Proxy Manager to manage
the proxy voting process, which includes the voting of proxies and the maintenance of appropriate
records.
The Proxy Manager shall call for a meeting of the Proxy Committee (1) when override submissions are
made; and (2) in instances when ISS has recused itself or has not provided a vote recommendation
with respect to an equity security. At such meeting, the Proxy Committee shall determine how
proxies are to be voted in accordance with the factors set forth in the section entitled Best
Economic Interests of Clients, above.
The Proxy Committee also is responsible for monitoring adherence to these procedures and engaging
in the annual review described in the section entitled ISS Services, above.
Recusal by ISS or Failure of ISS to Make a Recommendation
When ISS does not make a recommendation on a proxy voting issue or recuses itself due to a conflict
of interest, the Proxy Committee will review the issue and determine whether Invesco has a material
conflict of interest as determined pursuant to the policies and procedures outlined in the
Conflicts of Interest section below. If Invesco determines it does not have a material conflict
of interest, Invesco will direct ISS how to vote the proxies. If Invesco determines it does have a
material conflict of interest, the Proxy Committee will follow the policies and procedures set
forth in such section.
E-11
Override of ISS Recommendation
There may be occasions where Invesco investment personnel, senior officers or a member of the Proxy
Committee seek to override a ISS recommendation if they believe that a ISS recommendation is not in
accordance with the best economic interests of clients. In the event that an individual listed
above in this section disagrees with a ISS recommendation on a particular voting issue, the
individual shall document in writing the reasons that he/she believes that the ISS recommendation
is not in accordance with clients best economic interests and submit such written documentation to
the Proxy Manager for consideration by the Proxy Committee along with the certification attached as
Appendix A hereto. Upon review of the documentation and consultation with the individual and
others as the Proxy Committee deems appropriate, the Proxy Committee may make a determination to
override the ISS voting recommendation if the Committee determines that it is in the best economic
interests of clients and the Committee has addressed any conflict of interest.
Proxy Committee Meetings
When a Proxy Committee Meeting is called, whether because of a ISS recusal or request for override
of a ISS recommendation, the Proxy Committee shall request from the Chief Compliance Officer as to
whether any Invesco person has reported a conflict of interest.
The Proxy Committee shall review the report from the Chief Compliance Officer to determine whether
a real or perceived conflict of interest exists, and the minutes of the Proxy Committee shall:
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(1)
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describe any real or perceived conflict of interest,
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(2)
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determine whether such real or perceived conflict of interest is material,
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(3)
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discuss any procedure used to address such conflict of interest,
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(4)
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report any contacts from outside parties (other than routine communications
from proxy solicitors), and
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(5)
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include confirmation that the recommendation as to how the proxies are to be
voted is in the best economic interests of clients and was made without regard to any
conflict of interest.
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Based on the above review and determinations, the Proxy Committee will direct ISS how to vote the
proxies as provided herein.
Certain Proxy Votes May Not Be Cast
In some cases, Invesco may determine that it is not in the best economic interests of clients to
vote proxies. For example, proxy voting in certain countries outside
E-12
the United States requires share blocking. Shareholders who wish to vote their proxies must
deposit their shares 7 to 21 days before the date of the meeting with a designated depositary.
During the blocked period, shares to be voted at the meeting cannot be sold until the meeting has
taken place and the shares have been returned to the Custodian/Sub-Custodian bank. In addition,
voting certain international securities may involve unusual costs to clients, some of which may be
related to requirements of having a representative in person attend the proxy meeting. In other
cases, it may not be possible to vote certain proxies despite good faith efforts to do so, for
instance when inadequate notice of the matter is provided. In the instance of loan securities,
voting of proxies typically requires termination of the loan, so it is not usually in the best
economic interests of clients to vote proxies on loaned securities. Invesco typically will not,
but reserves the right to, vote where share blocking restrictions, unusual costs or other barriers
to efficient voting apply. Invesco will not vote if it determines that the cost of voting exceeds
the expected benefit to the client. The Proxy Manager shall record the reason for any proxy not
being voted, which record shall be kept with the proxy voting records of Invesco.
CONFLICTS OF INTEREST
Procedures to Address Conflicts of Interest and Improper Influence
In order to avoid voting proxies in circumstances where Invesco or any of its affiliates have or
may have any conflict of interest, real or perceived, Invesco has contracted with ISS to provide
proxy analyses, vote recommendations and voting of proxies. Unless noted otherwise by ISS, each
vote recommendation provided by ISS to Invesco shall include a representation from ISS that ISS has
no conflict of interest with respect to the vote. In instances where ISS has recused itself or
makes no recommendation on a particular matter, or if an override submission is requested, the
Proxy Committee shall determine how to vote the proxy and instruct the Proxy Manager accordingly,
in which case the conflict of interest provisions discussed below shall apply.
In effecting the policy of voting proxies in the best economic interests of clients, there may be
occasions where the voting of such proxies may present a real or perceived conflict of interest
between Invesco, as the investment manager, and Invescos clients. For each director, officer and
employee of Invesco (Invesco person), the interests of Invescos clients must come first, ahead
of the interest of Invesco and any Invesco person, including Invescos affiliates. Accordingly, no
Invesco person may put personal benefit, whether tangible or intangible, before the interests of
clients of Invesco or otherwise take advantage of the relationship with Invescos clients.
Personal benefit includes any intended benefit for oneself or any other individual, company,
group or organization of any kind whatsoever, except a benefit for a client of Invesco, as
appropriate. It is imperative that each Invesco person avoid any situation that might compromise,
or call into question, the exercise of fully independent judgment that is in the interests of
Invescos clients.
E-13
Occasions may arise where a person or organization involved in the proxy voting process may have a
conflict of interest. A conflict of interest may exist if Invesco has a business relationship with
(or is actively soliciting business from) either the company soliciting the proxy or a third party
that has a material interest in the outcome of a proxy vote or that is actively lobbying for a
particular outcome of a proxy vote. Additional examples of situations where a conflict may exist
include:
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Business Relationships where Invesco manages money for a company or an
employee group, manages pension assets or is actively soliciting any such business, or
leases office space from a company;
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§
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Personal Relationships where an Invesco person has a personal
relationship with other proponents of proxy proposals, participants in proxy contests,
corporate directors, or candidates for directorships; and
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Familial Relationships where an Invesco person has a known familial
relationship relating to a company (e.g. a spouse or other relative who serves as a
director of a public company or is employed by the company).
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In the event that the Proxy Committee determines that Invesco (or an affiliate) has a material
conflict of interest, the Proxy Committee will not take into consideration the relationship giving
rise to the conflict of interest and shall, in its sole discretion, either (a) decide to vote the
proxies pursuant to ISS general proxy voting guidelines, (b) engage an independent third party to
provide a vote recommendation, or (c) contact Invescos client(s) for direction as to how to vote
the proxies.
In the event an Invesco person has a conflict of interest and has knowledge of such conflict of
interest, it is the responsibility of such Invesco person to disclose the conflict to the Chief
Compliance Officer. When a Proxy Committee meeting is called, the Chief Compliance Officer will
report to the Proxy Committee all real or potential conflicts of interest for the Proxy Committee
to review and determine whether such conflict is material. If the Proxy Committee determines that
such conflict is material and involves a person involved in the proxy voting process, the Proxy
Committee may require such person to recuse himself or herself from participating in the
discussions regarding the proxy vote item and from casting a vote regarding how Invesco should vote
such proxy. An Invesco person will not be considered to have a material conflict of interest if
the Invesco person did not know of the conflict of interest and did not attempt to influence the
outcome of a proxy vote.
In order to ensure compliance with these procedures, the Proxy Manager and each member of the Proxy
Committee shall certify annually as to their compliance with this policy. In addition, any Invesco
person who submits a ISS override recommendation to the Proxy Committee shall certify as to their
compliance with this policy concurrently with the submission of their override recommendation. A
form of such certification is attached as Appendix A.
E-14
In addition, members of the Proxy Committee must notify Invescos Chief Compliance Officer, with
impunity and without fear of retribution or retaliation, of any direct, indirect or perceived
improper influence exerted by any Invesco person or by an affiliated companys representatives with
regard to how Invesco should vote proxies. The Chief Compliance Officer will investigate the
allegations and will report his or her findings to the Invesco Risk Management Committee. In the
event that it is determined that improper influence was exerted, the Risk Management Committee will
determine the appropriate action to take, which actions may include, but are not limited to, (1)
notifying the affiliated companys Chief Executive Officer, its Management Committee or Board of
Directors, (2) taking remedial action, if necessary, to correct the result of any improper
influence where clients have been harmed, or (3) notifying the appropriate regulatory agencies of
the improper influence and cooperating fully with these regulatory agencies as required. In all
cases, the Proxy Committee shall not take into consideration the improper influence in determining
how to vote proxies and will vote proxies solely in the best economic interests of clients.
C. RECORDKEEPING
Records are maintained in accordance with Invescos Recordkeeping Policy.
Proxy Voting Records
The proxy voting statements and records will be maintained by the Proxy Manager on-site (or
accessible via an electronic storage site of ISS) for the first two (2) years. Copies of the proxy
voting statements and records will be maintained for an additional five (5) years by Invesco (or
will be accessible via an electronic storage site of ISS). Clients may obtain information about
how Invesco voted proxies on their behalf by contacting their client services representative.
Alternatively, clients may make a written request for proxy voting information to: Proxy Manager,
1555 Peachtree Street, N.E., Atlanta, Georgia 30309.
E-15
APPENDIX A
ACKNOWLEDGEMENT AND CERTIFICATION
I acknowledge that I have read the Invesco Proxy Voting Policy (a copy of which
has been supplied to me, which I will retain for future reference) and agree to comply
in all respects with the terms and provisions thereof. I have disclosed or reported
all real or potential conflicts of interest to the Invesco Chief Compliance Officer
and will continue to do so as matters arise. I have complied with all provisions of
this Policy.
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Print Name
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Date
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Signature
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I.1 Proxy Policy Appendix A
Acknowledgement and Certification
E-16
Invesco Perpetual
Policy on Corporate Governance and Stewardship
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Contents
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E-19
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Introduction
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E-19
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Scope
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E-19
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Responsible voting
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E-20
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Voting procedures
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E-20
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Dialogue with companies
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E-21
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Non-routine resolutions and other topics
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E-22
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Evaluation of companies environmental, social and governance arrangements (ESG)
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E-22
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Disclosure and reporting
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E-23
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UK Stewardship Code
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E-25
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Appendix 1 Voting on non-UK/European and blocked shares
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E-18
Invesco Perpetual
Policy on Corporate Governance and Stewardship
1.
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Introduction
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Invesco Perpetual (IP), a business name of Invesco Asset Management Limited, has adopted a
clear and considered policy towards its responsibility as a shareholder on behalf of all
investors in portfolios managed by them. As part of this policy, IP will take steps to
satisfy itself about the extent to which the companies in which it invests look after
shareholders value in their companies and comply with local recommendations and practices,
such as the UK Corporate Governance Code issued by the Financial Reporting Council and the
U.S. Department of Labor Interpretive Bulletins.
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IP has a responsibility to optimise returns to its investors. As a core part of the
investment process, IPs fund managers will endeavour to establish a dialogue with
management to promote company decision making that is in the best interests of shareholders,
and is in accordance with good Corporate Governance principles.
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Being a major shareholder in a company is more than simply expecting to benefit in its
future earnings streams. In IPs view, it is about helping to provide the capital it needs
to grow, it is about being actively involved in its strategy and it is about helping to
ensure that shareholder interests are always at the forefront of managements thoughts.
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IP considers that shareholder activism is fundamental to good Corporate Governance. Although
this does not entail intervening in daily management decisions, it does involve supporting
general standards for corporate activity and, where necessary, taking the initiative to
ensure those standards are met, with a view to protecting and enhancing value for our
investors in our portfolios.
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Engagement will also be proportionate and will reflect the size of holdings, length of
holding period and liquidity of the underlying company shares. This is because in most of
IPs investment jurisdictions, the only effective remedy of last resort available to
shareholders, other than liquidating their share ownership, is the removal of directors.
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2.
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Scope
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The scope of this policy covers all portfolios that are managed by the IP investment teams
located in Henley on Thames, United Kingdom and specifically excludes portfolios that are
managed by other investment teams within the wider Invesco group that have their own voting,
corporate governance and stewardship policies. As an example, within IPs ICVC range the
following funds are excluded: IP UK Enhanced Index, IP US Equity Benchmark Plus, IP Hong
Kong & China, IP Japanese Smaller Companies, IP Global Balanced Index Fund, IP Global ex-UK
Core Equity and the IP Global ex-UK Enhanced Index.
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3.
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Responsible voting
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One important means of putting shareholder responsibility into practice is via the
exercising of voting rights. In deciding whether to vote shares, IP will take into account
such factors as the likely impact of voting on management activity, and where expressed, the
preference of clients. As a result of these two factors, IP will tend to vote on all UK
and European shares, but to vote on a more selective basis on other shares. (See Appendix I
Voting on non-UK/European shares).
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IP considers that the voting rights attached to its clients investments should be actively
managed with the same duty of care as that applied to all other aspects of asset
administration. As such, voting rights will be exercised on an informed and independent
basis, and will not simply be passed back to the company concerned for discretionary voting
by the Chairman.
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E-19
Invesco Perpetual
Policy on Corporate Governance and Stewardship
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In voting for or against a proposal, IP will have in mind three objectives, as follows:
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To protect the rights of its investors
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To minimise the risk of financial or business impropriety within the companies in
which its clients are invested, and
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To protect the long-term value of its clients investments.
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It is important to note that, when exercising voting rights, the third option of abstention
can also be used as a means of expressing dissatisfaction, or lack of support, to a board on
any particular issue. Additionally, in the event of a conflict of interest arising between
IP and its clients over a specific issue, IP will either abstain or seek instruction from
each client.
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IP will actively exercise the voting rights represented by the shares it manages on behalf
of its investors where it is granted the discretion to do so. In certain circumstances the
discretion is retained by the client, where they wish to be responsible for applying their
own right to vote.
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Note: Share blocking
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Generally, IP will not vote where this results in shares being blocked from trading for a
period of more than a few hours. IP considers that it is not in the interest of clients that
their shares are blocked at a potentially sensitive time, such as the time around a
shareholder meeting
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4.
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Voting procedures
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IP will endeavour to keep under regular review with trustees, depositaries, custodians and
third party proxy voting services the practical arrangements for circulating company
resolutions and notices of meetings and for exercising votes in accordance with standing or
special instructions. Although IPs proxy voting service will provide research and
recommendations for each resolution, each fund manager will cast their vote independently
considering their own research and dialogue with company management.
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Proxy voting research and services are currently provided by Institutional Shareholder
Services (ISS), part of the RiskMetrics Group.
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IP will endeavour to review regularly any standing or special instructions on voting and
where possible, discuss with company representatives any significant issues.
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IP will take into account the implications of stock lending arrangements where this is
relevant (that is, when stock is lent to the extent permitted by local regulations, the
voting rights attaching to that stock pass to the borrower). However, IP does not currently
enter into any stock lending arrangements as it believes the facility does not support
active shareholder engagement.
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5.
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Dialogue with companies
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IP will endeavour, where practicable in accordance with its investment approach, to
enter into a dialogue with companies based on the mutual understanding of objectives. This
dialogue is likely to include regular meetings with company representatives to explore any
concerns about corporate governance where these may impact on the best interests of clients.
In discussion with company boards and senior non-Executive Directors, IP will endeavour to
cover any matters of particular relevance to shareholder value.
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E-20
Invesco Perpetual
Policy on Corporate Governance and Stewardship
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Those people on the inside of a company, most obviously its executives, know their
businesses much more intimately. Therefore, it is usually appropriate to leave strategic
matters in their hands. However, if that strategy is not working, or alternatives need
exploring, IP will seek to influence the direction of that company where practicable. In
IPs view, this is part of its responsibility to investors, where possible, in shaping
strategy. Ultimately the business performance will have an impact on the returns generated
by IPs portfolios, whether it is in terms of share price performance or dividends, and IP
wants to seek to ensure that the capital IP has invested on behalf of its clients is being
used as effectively as possible. In the majority of cases IP is broadly in agreement with
the direction of a company that it has invested in, as its initial decision to invest will
have taken these factors into account. But these issues demand regular re-evaluation, which
can only be achieved through company meetings.
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The building of this relationship facilitates frank and open discussion, and ongoing
interaction is an integral part of the fund managers role. The fact that IP has been a
major shareholder in a number of companies for a long time, in particular within its
domestic UK portfolios, reflects both the fact that IPs original investment was based on a
joint understanding of where the business was going and the ability of the management to
execute that plan. Inevitably there are times when IPs views diverge from those of the
companys executives but, where possible, it attempts to work with the company towards a
practical solution. However, IP believes that its status as part-owner of a company means
that it has both the right and the responsibility to make its views known. The option of
selling out of that business is always open, but normally IP prefers to push for change,
even if this can be a slow process.
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Specifically when considering resolutions put to shareholders, IP will pay attention to
the companies compliance with the relevant local requirements. In addition, when analysing
the companys prospects for future profitability and hence returns to shareholders, IP will
take many variables into account, including but not limited to, the following:
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Nomination and audit committees
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Remuneration committee and directors remuneration
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Board balance and structure
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Financial reporting principles
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Internal control system and annual review of its effectiveness
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Dividend and Capital Management policies
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Socially Responsible Investing policies
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6.
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Non-routine resolutions and other topics
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These will be considered on a case-by-case basis and where proposals are put to the vote
will require proper explanation and justification by (in most instances) the board. Examples
of such proposals would be all political donations and any proposal made by a shareholder or
body of shareholders (typically a pressure group).
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Apart from the three fundamental voting objectives set out under Responsible Voting above,
considerations that IP might apply to non-routine proposals will include:
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The degree to which the companys stated position on the issue could affect its
reputation and/or sales, or leave it vulnerable to boycott or selective purchasing
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Peer group response to the issue in question
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Whether implementation would achieve the objectives sought in the proposal
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Whether the matter is best left to the Boards discretion.
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E-21
Invesco Perpetual
Policy on Corporate Governance and Stewardship
7.
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Evaluation of companies environmental, social and governance arrangements
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At IP, each fund manager is individually responsible for environmental, social and
governance (ESG) matters, rather than utilising ESG professionals or an internal / external
discrete team independent from the fund management process. ESG issues are deemed as an
essential component of the fund managers overall investment responsibilities. Additionally,
fund managers may call on the support of the IP Operations team on any ESG matter.
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As mentioned in Section 5, company meetings are an integral part of IPs investment research
approach and discussions at these meetings include all matters that might affect the share
price, including ESG issues.
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IPs research is structured to give it a detailed understanding of a companys key
historical and future, long-term business drivers, such as demand for its products, pricing
power, market share trends, cash flow and management strategy. This enables IPs investment
teams to form a holistic opinion of management strategy, the quality of the management, an
opinion on a companys competitive position, its strategic advantages/ disadvantages, and
corporate governance arrangements, thus incorporating any inherent ESG issues.
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IP will, when evaluating companies governance arrangements, particularly those
relating to board structure and composition, give due weight to all relevant factors brought
to its attention.
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8.
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Disclosure and reporting
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Although IP acknowledges initiatives of transparency, it is also very aware of its fiduciary
duty and the interests of all investors in portfolios managed by them. As such, IP is very
cognisant that disclosure of any meeting specific information may have a detrimental affect
in its ability to manage its portfolios and ultimately would not be in the best interests of
all shareholders. Primarily, this is for investor protection and to allow IPs fund managers
to manage their portfolios in the interests of all its clients.
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Although IP does not report specific findings of company meetings for external use, regular
illustrations will be provided to demonstrate that active engagement is at the heart of its
investment process.
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For clients with individual mandates, (i.e. not invested in a fund), IP may discuss specific
issues where it can share details of a clients portfolio with that specific client.
Occasionally, where IP has expressed strong views to management over matters of governance,
those views have gained media attention, but IP will never seek to encourage such debates in
the media.
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On request from investors, IP will in good faith provide records of voting instructions
given to third parties such as trustees, depositaries and custodians provided that:
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In IPs view, it does not conflict with the best interests of other investors and
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It is understood that IP will not be held accountable for the expression of views
within such voting instructions and
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IP is not giving any assurance nor undertaking nor has any obligation to ensure
that such instructions resulted in any votes actually being cast. Records of voting
instructions within the immediate preceding three months will not normally be
provided for activities within the funds managed by IP.
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Note:
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The record of votes will reflect the voting instruction of the relevant fund manager.
This may not be the same as votes actually cast as IP is entirely reliant on third parties
complying promptly with such instructions to ensure that such votes are cast correctly.
Accordingly, the
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E-22
Invesco Perpetual
Policy on Corporate Governance and Stewardship
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provision of information relating to an instruction does not mean that a vote was
actually cast, just that an instruction was given in accordance with a particular view
taken.
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9.
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The UK Stewardship Code
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The UK Stewardship Code (the Code)issued by the Financial Reporting Council (FRC) aims to
enhance the quality of engagement between institutional investors and companies to help
improve long-term returns to shareholders and the efficient exercise of governance
responsibilities. The Code sets out seven principles, which support good practice on
engagement with UK investee companies and to which the FRC believes institutional investors
should aspire. The Code is applied on a comply or explain approach. IP sets out below how
it complies with each principle or details why it chooses not to.
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Principle 1
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Institutional investors should publicly disclose their policy on how they will discharge
their stewardship responsibilities
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IP complies with Principle 1 and publishes the Invesco Perpetual Policy on Corporate
Governance and Stewardship on its website
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http://investor.invescoperpetual.co.uk/portal/site/ipinvestor/aboutus/ukstewardshipcode/
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Principle 2
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Institutional investors should have a robust policy on managing conflicts of interest in
relation to stewardship and this policy should be publicly disclosed.
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IP complies with Principle 2 by meeting its regulatory requirement of having an effective
Conflicts of Interest Policy. Any conflicts of interest arising through its stewardship of
investee companies will be handled in accordance with that policy.
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In respect of stewardship, IP anticipates the opportunity for conflicts arising would be
limited, e.g. where it invests in a company that is also a broker (i.e. dealing) of, or
client of IP.
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Principle 3
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Institutional investors should monitor their investee companies.
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As an active shareholder, IP complies with Principle 3. Through its investment process, fund
managers endeavour to establish on a proportionate basis ongoing dialogue with company
management and this is likely to include regular meetings. In discussions with company
boards and senior non-Executive Directors, IP will explore any concerns about corporate
governance where these may impact on the best interests of clients, together with any other
matters of particular value to shareholders.
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Meeting company boards of investee companies is a core part of IPs investment process and
IP is committed to keeping records of all future key engagement activities.
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When casting votes on behalf of investors, IP keeps detailed records of all instructions
given in good faith to third parties such as trustees, depositories and custodians. Although
the rationale for voting in a particular manner is not automatically captured through the
voting process, the individually responsible fund manager would be expected to be able to
clearly articulate their decision whenever required.
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E-23
Invesco Perpetual
Policy on Corporate Governance and Stewardship
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Principle 4
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Institutional investors should establish clear guidelines on when and how they will escalate
their activities as a method of protecting and enhancing shareholder value.
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IP complies with Principle 4 with its fund managers managing corporate governance matters
independently being a key part of their investment process to protect and add value on
behalf investors. Initially any issues / concerns would be raised by its fund managers
through IPs process of ongoing dialogue and company meetings. On occasions that a fund
manager believes an issue is significant enough to be escalated, this will be done through
IPs Chief Investment Officer (CIO) and the IP Operations team who will ensure the relevant
internal resources are made available to support the fund manager in securing the most
appropriate outcome for IPs clients.
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Principle 5
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Institutional investors should be willing to act collectively with other investors where
appropriate.
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IP is supportive of collective engagement in cases where objectives between parties are
mutually agreeable and, as they pertain to the UK market, are not in breach of concert
party rules. Other shareholders can engage directly with the relevant fund manager or
through an investment adviser. Alternatively, enquiries can be directed to the members of
the IP Operations team detailed below:
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Charles Henderson Head of IP Operations and Dealing
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Dan Baker IP Operations Manager
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Principle 6
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Institutional investors should have a clear policy on voting and disclosure of voting
activity.
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As detailed in Section 3, IP is committed to voting on all the UK stocks it holds for its
underlying investors and where it has the full discretion to do so. Whilst comprehensive
records of IPs voting instructions are maintained, IP does not report specifically on its
voting activity. Whilst being mindful of its fiduciary duty and the interest of all
investors, IP believes that automatic public disclosure of its voting records may have a
detrimental affect on its ability to manage its portfolios and ultimately would not be in
the best interest of all shareholders.
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On specific requests from clients, IP will in good faith provide records of voting
instructions given to third parties such as trustees, depositaries and custodians subject to
limitations detailed in Section 8.
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Principle 7
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Institutional investors should report periodically on their stewardship and voting
activities.
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IP complies with Principle 7 through a commitment to provide regular illustrations of
its engagement activities and to respond to voting record requests from investors in its
portfolios on an individual basis.
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Although IP does not report specific findings of company meetings for external use, regular
illustrations will be provided to demonstrate that active engagement is at the heart of its
investment process. On request from investors, IP will in good faith provide records of
voting instructions given to third parties such as trustees, depositaries and custodians
subject to certain limitations outlined in Section 8. Although the rationale for its voting
decision is not captured through the voting process, individual fund managers would be
expected to articulate their decision whenever required.
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E-24
Invesco Perpetual
Policy on Corporate Governance and Stewardship
Appendix 1
Voting on non-UK/European shares
When deciding whether to exercise the voting rights attached to its clients non-UK/European
shares, IP will take into consideration a number of factors. These will include the:
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Likely impact of voting on management activity, versus the cost to the client
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Portfolio management restrictions (e.g. share blocking) that may result from voting
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Preferences, where expressed, of clients
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Generally, IP will vote on non-UK/European shares by exception only, except where the client or
local regulator expressly requires voting on all shares.
Note: Share blocking
Generally, IP will not vote where this results in shares being blocked from trading for a period of
more than a few hours. IP considers that it is not in the interest of clients that their shares are
blocked at a potentially sensitive time, such as that around a shareholder meeting.
E-25
As at 30 September 2010.
Information our products is available on the contact details provided below.
Telephone calls may be recorded.
The value of investments and any income will fluctuate (this may partly be the result of exchange
rate fluctuations) and investors may not get back the full amount invested.
Past performance is not a guide to future returns.
Where Invesco Perpetual has expressed views and opinions, these may change.
Invesco Perpetual is a business name of Invesco Asset Management Limited. Authorised and regulated
by the Financial Services Authority.
Invesco Asset Management Limited
Perpetual Park, Perpetual Park Drive, Henley-on-Thames,
Oxfordshire, RG9 1HH
Telephone: Broker Services 0800 0282121
www.invescoperpetual.co.uk
30 Finsbury Square, London EC2A 1AG
Telephone: 020 7065 4000
www.invescoperpetual.co.uk/institutional
Registered in England 949417
Registered Office: 30 Finsbury Square, London, EC2A 1AG
E-26
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1.1
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Introduction
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Invesco recognises its fiduciary obligation to act in the best interests of all
clients, be they superannuation trustees, institutional clients, unit-holders in
managed investment schemes or personal investors. One way Invesco represents its
clients in matters of corporate governance is through the proxy voting process.
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This policy sets out Invesco Australias approach to proxy voting in the context of
portfolio management, client service responsibilities and corporate governance
principles.
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This policy applies to;
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all Australian based and managed funds and mandates, in accordance with
IFSA Standard No. 13.00 October 2004, clause 9.1 and footnote #3.
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This policy does not apply;
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where investment management of an international fund has been delegated to
an overseas Invesco company, proxy voting will rest with that delegated
manager.
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In order to facilitate its proxy voting process and to avoid conflicts of interest
where these may arise, Invesco may retain a professional proxy voting service to
assist with in-depth proxy research, vote recommendations, vote execution, and the
necessary record keeping.
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1.2
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Guiding Principles
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1.2.1
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The objective of Invescos Proxy Voting Policy is to promote the economic
interests of its clients. At no time will Invesco use the shareholding powers exercised
in respect of its clients investments to advance its own commercial interests, to
pursue a social or political cause that is unrelated to clients economic interests, or
to favour a particular client or other relationship to the detriment of others.
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1.2.2
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The involvement of Invesco as an institutional shareholder will not extend to
interference in the proper exercise of Board or management responsibilities, or impede
the ability of companies to take the calculated commercial risks which are essential
means of adding value for shareholders.
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1.2.3
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The primary aim of the policy is to encourage a culture of performance among
investee companies, rather than one of mere conformance with a prescriptive set of rules
and constraints.
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1.2.4
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Invesco considers that proxy voting rights are an important power, which if
exercised diligently can enhance client returns, and should be managed with the same
care as any other asset managed on behalf of its clients.
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1.2.5
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Invesco may choose not to vote on a particular issue if this results in shares
being blocked from trading for a period of more than 4
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hours; it may not be in the interest of clients if the liquidity of investment
holdings is diminished at a potentially sensitive time, such as that around a
shareholder meeting.
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1.3
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Proxy Voting Authority
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1.3.1
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Authority Overview
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An important dimension of Invescos approach to corporate governance is the
exercise of proxy voting authority at the Annual General Meetings or other
decision-making forums of companies in which we manage investments on behalf of
clients.
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Proxy voting policy follows two streams, each defining where discretion to
exercise voting power should rest with Invesco as the investment manager
(including its ability to outsource the function), or with individual mandate
clients.
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Under the first alternative, Invescos role would be both to make voting
decisions, for pooled funds and on individual mandate clients behalf, and to
implement those decisions.
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Under the second alternative, where IM clients retain voting control, Invesco has no
role to play other than administering voting decisions under instructions from our
clients on a cost recovery basis.
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1.3.2
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Individually-Managed Clients
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IM clients may elect to retain voting authority or delegate this authority to Invesco.
If delegated, Invesco will employ either ISS or ASCI guidelines (selected at
inception by the client) but at all times Invesco Investment Managers will retain the
ability to override any decisions in the interests of the client. Alternate overlays
and ad hoc intervention will not be allowed without Board approval.
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In cases where voting authority is delegated by an individually-managed client,
Invesco recognises its responsibility to be accountable for the decisions it makes.
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Some individually-managed clients may wish to retain voting authority for themselves,
or to place conditions on the circumstances in which it can be exercised by investment
managers
1
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The choice of this directive will occur at inception or at major review events only.
Individually managed clients will not be allowed to move on an ad hoc basis between
delegating control to the funds manager and full direct control.
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1
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In practice, it is believed that this option
is generally only likely to arise with relatively large clients such as
trustees of major superannuation funds or statutory corporations that have the
resources to develop their own policies and to supervise their implementation
by investment managers and custodians. In particular, clients who have
multiple equity managers and utilise a master custody arrangement may be more
likely to consider retaining voting authority in order to ensure consistency of
approach across their total portfolio. Such arrangements will be costed into
administration services at inception.
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E-28
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1.3.3
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Pooled Fund Clients
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The funds manager is required to act solely in the collective
interests of unit holders at large rather than as a direct agent or delegate
of each unit holder. The legal relationship that exists means it is not
possible for the manager to accept instructions from a particular pooled fund
client as to how to exercise proxy voting authority in a particular instance.
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Invescos accountability to pooled fund clients in exercising its fiduciary
responsibilities is best addressed as part of the managers broader client
relationship and reporting responsibilities.
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In considering proxy voting issues arising in respect of
pooled fund shareholdings, Invesco will act solely in accordance with its
fiduciary responsibility to take account of the collective interests of unit
holders in the pooled fund as a whole.
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All proxy voting decisions may be delegated to an outsourced
provider, but Invesco investment managers will retain the ability to override
these decisions in the interests of fund unit holders.
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1.4
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Key Proxy Voting Issues
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1.4.1
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Issues Overview
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Invesco will consider voting requirements on all issues at all company meetings
directly or via an outsourced provider. We will generally not announce our voting
intentions and the reasons behind them.
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1.4.2
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Portfolio Management Issues
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Invesco does not consider it feasible or desirable to prescribe in advance
comprehensive guidelines as to how it will exercise proxy voting authority in all
circumstances. The primary aim of Invescos approach to corporate governance is
to encourage a culture of performance among the companies in which we invest in
order to add value to our clients portfolios, rather than one of mere conformance
with a prescriptive set of rules and constraints.
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As a general rule, Invesco will vote against any actions that will reduce the
rights or options of shareholders, reduce shareholder influence over the board of
directors and management, reduce the alignment of interests between management and
shareholders, or reduce the value of shareholders investments, unless balanced by
reasonable increase in net worth of the shareholding.
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Where appropriate, Invesco will also use voting powers to influence companies to
adopt generally accepted best corporate governance practices in areas such as
board composition, disclosure policies and the other areas of recommended
corporate governance practice.
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Administrative constraints are highlighted by the fact that many issues on which
shareholders are in practice asked to vote are routine matters relating to
the ongoing administration of the company eg. approval of financial
accounts or housekeeping amendments to Articles of Association. Generally in
such cases,
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E-29
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Invesco will be in favour of the motion as most companies take seriously their
duties and are acting in the best interests of shareholders. However, reasonable
consideration of issues and the actual casting of a vote on all such resolutions
would entail an unreasonable administrative workload and cost. For this reason,
Invesco may outsource all or part of the proxy voting function at the expense of
individual funds. Invesco believes that an important consideration in the framing
of a proxy voting policy is the need to avoid unduly diverting resources from our
primary responsibilities to add value to our clients investments through
portfolio management and client service.
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1.5
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Internal Proxy Voting Procedure
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In situations where an override decision is required to be made or where the
outsourced provider has recused itself from a vote recommendation, the
responsible Investment Manager will have the final say as to how a vote will be
cast.
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In the event that a voting decision is considered not to be in the best
interests of a particular client or where a vote is not able to be cast, a
meeting may be convened at any time to determine voting intentions. The meeting
will be made up of at least three of the following:
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Chief Executive Officer;
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Head of Operations & Finance;
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Head of either Legal or Compliance; and
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Relevant Investment Manager(s).
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Invesco will keep records of its proxy voting activities, directly or through outsourced
reporting.
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Upon client election, Invesco will report quarterly or annually to the client on proxy
voting activities for investments owned by the client.
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A record will be kept of the voting decision in each case by Invesco or its outsourced
provider. Invesco will disclose on an annual basis, a summary of its proxy voting
statistics on its website as required by IFSA standard No. 13 Proxy Voting.
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E-30
Voting Rights Policy
This document sets out the high level Proxy Voting policy of
Invesco Asset
Management GmbH and Invesco Kapitalanlagegesellschaft mbH. The principles within this
policy are followed by both Invesco Asset Management GmbH and Invesco
Kapitalanlagegesellschaft mbH or to any of its delegates as applicable
Introduction:
Invesco Asset Management GmbH and Invesco Kapitalanlagegesellschaft mbH is committed to
the fair and equitable treatment of all its clients. As such Invesco Asset Management GmbH
and Invesco Kapitalanlagegesellschaft mbH has put in place procedures to ensure that
voting rights attached to securities within a UCITS for which it is the Management Company
are exercised where appropriate and in the best interests of the individual UCITS itself.
Where Invesco Asset Management GmbH and Invesco Kapitalanlagegesellschaft mbH delegates
the activity of Investment Management it will ensure that the delegate has in place
policies and procedures consistent with the principles of this policy.
Outline of Voting Rights Process
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Voting opportunities which exist in relation to securities within each individual
UCITS are monitored on an ongoing basis in order to ensure that advantage can be
taken of any opportunity that arises to benefit the individual UCITS.
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It is has been identified that a voting opportunity exist, an investment decisions is
taken whether or not the opportunity to vote should be exercised and, if relevant, the
voting decision to be taken. Considerations which are taken into account include:
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the cost of participating in the vote relative to the potential benefit to the UCITS
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the impact of participation in a vote on the liquidity of the securities creating
the voting opportunity due to the fact that some jurisdictions will require that the
securities are not sold for a period if they are the subject of a vote.
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Other factors as deemed appropriate by the Investment Manager in relation to the
investment objectives and policy of the individual UCITS.
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It may be the case that an investment decision is taken not to participate in a vote. Such
decisions can be equally appropriate due to the considerations applied by the investment
team to determine the relative benefit to the individual UCITS, based on criteria such as
fund size, investment objective, policy and investment strategy applicable.
E-31
Information on Voting Activity:
Further information on votes which were available to individual UCITS and actions taken
are available to unitholders free of charge and by request to the UCITS Management
Company.
Conflicts of Interest:
(name of management company) has a Conflict of Interest Policy which outlines the
principles for avoiding, and where not possible, managing conflicts of interest. At no
time will Invesco use shareholding powers in respect of individual UCITS to advance its
own commercial interests, to pursue a social or political cause that is unrelated to a
UCITS economic interests, or to favour another UCITS or client or other relationship to
the detriment of others. This policy is available, free of cost, from the (name of
Management Company.)
E-32
B6. Proxy Voting
Policy Number: B-6 Effective Date: May 1,
2001 Revision Date: December 2010
1.
Purpose and Background
In its trusteeship and management of mutual funds, Invesco Trimark acts as fiduciary to the
Fund and must act in its best interest.
2.
Application
Invesco Trimark will make every effort to exercise all voting rights with respect to
securities held in the accounts (Accounts) that it acts as investment fund manager and/or adviser
including separately managed portfolios (SMPs), investment funds offered in Canada (Canadian
Funds), investment funds registered under and governed by the US Investment Company Act of 1940,
as amended, and to which Invesco Trimark provides advisory services (the US Funds).but excluding
Accounts (Sub-Advised Accounts) that are sub-advised to affiliated or third party advisers
(Sub-Advisers) to provide investment advice to such accounts. Proxies for Sub-Advised Accounts
will be voted in accordance with the Sub-Advisers policy, unless the sub-advisory agreement or
investment management agreement between the client and Invesco Trimark provides otherwise.
Unless the investment management agreement between Invesco Trimark and its client provides
otherwise, Invesco Trimarks portfolio managers have responsibility for exercising all proxy votes
and in doing so, for acting in the best interest of the Account. Portfolio managers must vote
proxies in accordance with the Invesco Trimark Proxy Voting Guidelines (the Guidelines), as
amended from time to time, a copy of which is attached to this policy.
When a proxy is voted against the recommendation of the publicly traded companys management,
the portfolio manager or designate will provide to the Chief Investment Officer (CIO) the reasons
in writing for any vote in opposition to managements recommendation.
Invesco Trimark may delegate to a third party the responsibility to vote proxies on behalf of
all or certain Accounts, in accordance with the Guidelines.
3.
Proxy Administration, Records Management and Data Retention
3.1 Proxy Administration
Invesco Trimark has a dedicated proxy team within the Investment Operations and Support
department (Proxy Team). This team is responsible for managing all proxy voting materials. The
Proxy Team endeavours to ensure that all proxies and notices are received from all issuers on a
timely basis.
E-33
Proxy voting circulars for all companies are received electronically through an external
service provider. Circulars for North American companies and ADRs are generally also received in
paper format.
Once a circular is received, the Proxy Team verifies that all shares and Accounts affected are
correctly listed. The Proxy Team then gives a copy of the proxy ballot to each affected portfolio
manager and maintains a tracking list to ensure that all proxies are voted within the prescribed
deadlines.
Once voting information has been received from the portfolio managers, voting instructions are
sent electronically to the service provider who then forwards the instructions to the appropriate
proxy voting agent or transfer agent.
3.2 Records Management and Data Retention
Invesco Trimark will maintain for all Accounts a record of all proxies received, a record of
votes cast and a copy of the reasons for voting against management. In addition, for the US Funds
Invesco Trimark will maintain a copy of any document created by Invesco Trimark that was material
to making a decision how to vote proxies on behalf of a U.S. Fund and that memorializes the basis
of that decision.
The external proxy service provider retains on behalf of Invesco Trimark electronic records of
the votes cast and agrees to provide Invesco Trimark with a copy of proxy records promptly upon
request. The service provider must make all documents available to Invesco Trimark for a period of
7 years.
In the event that Invesco Trimark ceases to use an external service provider, all documents
would be maintained and preserved in an easily accessible place i) for a period of 2 years where
Invesco Trimark carries on business in Canada and ii) for a period of 5 years thereafter at the
same location or at any other location.
4.
Reporting
The CIO will report on proxy voting to the Compliance Committees of the Invesco Trimark Fund
Advisory Board and the Boards of Directors of Invesco Trimark Canada Fund Inc. and Invesco Trimark
Corporate Class Inc. (collectively, the Board Compliance Committees) on an annual basis with
respect to all Canadian Funds and investment funds managed by Invesco Trimark but sub-advised by a
Sub-Adviser. The CIO will report on proxy voting to the Board of Directors of the US Funds as
required from time to time.
In accordance with National Instrument 81-106 (NI 81-106), proxy voting records for all
Canadian mutual funds must be prepared annually (for the period ended June 30) and must be posted
on Invesco Trimarks website no later than August 31st of each year.
The Invesco Trimark Compliance department (Compliance department) will review a sample of
the proxy voting records posted on Invesco Trimarks website on an annual basis to confirm that the
records are posted by the August 31st deadline under NI 81-106.
E-34
A summary of the review will be
maintained and preserved by the Compliance department in an easily accessible place i) for a period
of 2 years where Invesco Trimark
carries on business in Canada and ii) for a period of 5 years thereafter at the same location or at
any other location.
E-35
INVESCO TRIMARK
PROXY VOTING GUIDELINES
Purpose
The purpose of this document is to describe Invesco Trimarks general guidelines for voting
proxies received from companies held in the accounts (Accounts) for which it acts as investment
fund manager and/or adviser including separately managed portfolios (SMPs), investment funds
offered in Canada (Canadian Funds) and investment funds registered under and governed by the US
Investment Company Act of 1940, as amended, and to which Invesco Trimark provides advisory services
(the US Funds) but excluding Accounts (Sub-Advised Accounts) that are sub-advised by affiliated
or third party advisers (Sub-Advisers) to provide investment advice to such accounts. Proxies
for Sub-Advised Accounts will be voted in accordance with the Sub-Advisers policy, unless the
sub-advisory agreement or investment advisory agreement between the client and Invesco Trimark
provides otherwise.
As part of its due diligence, the Invesco Trimark Compliance department will review the proxy
voting policies & procedures of any new sub-advisors to ensure that they are appropriate in the
circumstances.
Introduction
Invesco Trimark has a fiduciary obligation to act in the best long-term economic interest of
the Accounts when voting proxies of portfolio companies.
The default is to vote with the recommendation of the publicly traded companys management.
As a general rule, Invesco Trimark shall vote against any actions that would:
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reduce the rights or options of shareholders,
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reduce shareholder influence over the board of directors and management,
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reduce the alignment of interests between management and shareholders, or
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reduce the value of shareholders investments.
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At the same time, since Invesco Trimarks Toronto-based portfolio managers follow an
investment discipline that includes investing in companies that are believed to have strong
management teams, the portfolio managers will generally support the management of companies in
which they invest, and will accord proper weight to the recommendations of company management.
Therefore, in most circumstances, votes will be cast in accordance with the recommendations of
company management.
E-36
While Invesco Trimarks proxy voting guidelines are stated below, the portfolio managers will
take into consideration all relevant facts and circumstances (including
country specific considerations), and retain the right to vote proxies as deemed appropriate.
These guidelines may be amended from time to time.
Conflicts of Interest
When voting proxies, Invesco Trimarks portfolio managers assess whether there are material
conflicts of interest between Invesco Trimarks interests and those of the Account. A potential
conflict of interest situation may include where Invesco Trimark or an affiliate manages assets
for, provides other financial services to, or otherwise has a material business relationship with,
a company whose management is soliciting proxies, and failure to vote in favour of management of
the company may harm Invesco Trimarks relationship with the company. In all situations, the
portfolio managers will not take Invesco Trimarks relationship with the company into account, and
will vote the proxies in the best interest of the Account. To the extent that a portfolio manager
has any personal conflict of interest with respect to a company or an issue presented, that
portfolio manager should abstain from voting on that company or issue. Portfolio managers are
required to report to the CIO any such conflicts of interest and/or attempts by outside parties to
improperly influence the voting process. The CIO will report any conflicts of interest to the
Trading Committee and the Independent Review Committee on an annual basis.
I. BOARDS OF DIRECTORS
We believe that a board that has at least a majority of independent directors is integral to
good corporate governance. Unless there are restrictions specific to a companys home
jurisdiction, key board committees, including audit and compensation committees, should be
completely independent.
Voting on Director Nominees in Uncontested Elections
Votes in an uncontested election of directors are evaluated on a
case-by-case
basis,
considering factors that may include:
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Long-term company performance relative to a market index,
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Composition of the board and key board committees,
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Nominees attendance at board meetings,
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Nominees time commitments as a result of serving on other company boards,
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Nominees investments in the company,
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Whether the chairman is also serving as CEO, and
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Whether a retired CEO sits on the board.
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Voting on Director Nominees in Contested Elections
Votes in a contested election of directors are evaluated on a
case-by-case
basis, considering
factors that may include:
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Long-term financial performance of the target company relative to its industry,
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Managements track record,
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Background to the proxy contest,
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Qualifications of director nominees (both slates),
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Evaluation of what each side is offering shareholders as well as the likelihood
that the proposed objectives and goals can be met, and
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Stock ownership positions.
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Majority Threshold Voting for Director Elections
We will generally vote
for
proposals that require directors to be elected with an affirmative
majority of votes cast unless the relevant portfolio manager believes that the company has adopted
formal corporate governance principles that present a meaningful alternative to the majority voting
standard.
Separating Chairman and CEO
Shareholder proposals to separate the chairman and CEO positions should be evaluated on a
case-by-case
basis.
While we generally support these proposals, some companies have governance structures in place
that can satisfactorily counterbalance a combined position. Voting decisions will take into
account factors such as:
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Designated lead director, appointed from the ranks of the independent board members
with clearly delineated duties;
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Majority of independent directors;
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All-independent key committees;
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Committee chairpersons nominated by the independent directors;
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CEO performance is reviewed annually by a committee of outside directors; and
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Established governance guidelines.
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Majority of Independent Directors
While we generally support proposals asking that a majority of directors be independent, each
proposal should be evaluated on a case-by-case basis.
We generally vote for proposals that request that the boards audit, compensation, and/or
nominating committees be composed exclusively of independent directors.
Stock Ownership Requirements
We believe that individual directors should be appropriately compensated and motivated to act
in the best interests of shareholders. Share ownership by directors better aligns their interests
with those of other shareholders. Therefore, we believe that meaningful share ownership by
directors is in the best interest of the company.
We generally vote
for
proposals that require a certain percentage of a directors compensation
to be in the form of common stock.
Size of Boards of Directors
We believe that the number of directors is important to ensuring the boards effectiveness in
maximizing long-term shareholder value. The board must be large enough to allow it to adequately
discharge its responsibilities, without being so large that it becomes cumbersome.
While we
will prefer a board of no fewer than 5 and no more than 16 members, each situation
will be considered on a
case-by-case
basis taking into consideration the specific company
circumstances.
Classified or Staggered Boards
In a classified or staggered board, directors are typically elected in two or more classes,
serving terms greater than one year.
We prefer the annual election of all directors and will generally
not support
proposals that
provide for staggered terms for board members. We recognize that there may be jurisdictions where
staggered terms for board members is common practice and, in such situations, we will review the
proposals on a
case-by-case
basis.
Director Indemnification and Liability Protection
We recognize that many individuals may be reluctant to serve as corporate directors if they
are personally liable for
all
lawsuits and legal costs. As a result, limitations on
E-39
directors liability can benefit the corporation and its shareholders by helping to attract and
retain qualified directors while providing recourse to shareholders on areas of misconduct by
directors.
We generally vote
for
proposals that limit directors liability and provide indemnification as
long as the arrangements are limited to the director acting honestly and in good faith
with a view to the best interests of the corporation and, in criminal matters, are limited to the
director having reasonable grounds for believing the conduct was lawful.
II. AUDITORS
A strong audit process is a requirement for good corporate governance. A significant aspect
of the audit process is a strong relationship with a knowledgeable and independent set of auditors.
Ratification of Auditors
We believe a company should limit its relationship with its auditors to the audit engagement,
and certain closely related activities that do not, in the aggregate, raise an appearance of
impaired independence.
We generally vote
for
the reappointment of the companys auditors unless:
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It is not clear that the auditors will be able to fulfill their function;
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There is reason to believe the auditors have rendered an opinion that is neither
accurate nor indicative of the companys financial position; or
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The auditors have a significant professional or personal relationship with the
issuer that compromises their independence.
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Disclosure of Audit vs. Non-Audit Fees
Understanding the fees earned by the auditors is important for assessing auditor independence.
Our support for the re-appointment of the auditors will take into consideration whether the
management information circular contains adequate disclosure about the amount and nature of audit
vs. non-audit fees.
There may be certain jurisdictions that do not currently require disclosure of audit vs.
non-audit fees. In these circumstances, we will generally
support
proposals that call for this
disclosure.
III. COMPENSATION PROGRAMS
Appropriately designed equity-based compensation plans, approved by shareholders, can be an
effective way to align the interests of long-term shareholders and the interests of management,
employees and directors. Plans should not substantially dilute shareholders ownership interests
in the company, provide participants with excessive
E-40
awards or have objectionable structural
features. We will consider each compensation plan in its entirety (including all incentives,
awards and other compensation) to determine if the plan provides the right incentives to managers
and directors and is reasonable on the whole.
While we generally encourage companies to provide more transparent disclosure related to their
compensation programs, the following are specific guidelines dealing with some
of the more common features of these programs (features not specifically itemized below will be
considered on a
case-by-case
basis taking into consideration the general principles described
above):
Cash Compensation and Severance Packages
We will generally
support
the boards discretion to determine and grant appropriate cash
compensation and severance packages.
Executive Compensation (say on pay)
Proposals requesting that companies subject each years compensation record to a non binding
advisory shareholder vote, or so-called say on pay proposals will be evaluated on a
case-by-case
basis.
Equity Based Plans Dilution
Equity compensation plans can increase the number of shares of a company and therefore dilute
the value of existing shares. While such plans can be an effective compensation tool in moderation,
they can be a concern to shareholders and their cost needs to be closely watched. We assess
proposed equity compensation plans on a
case-by-case
basis.
Employee Stock Purchase Plans
We will generally vote
for
the use of employee stock purchase plans to increase company stock
ownership by employees, provided that shares purchased under the plan are acquired for no less than
85% of their market value. It is recognized that country specific circumstances may exist (e.g.
tax issues) that require proposals to be reviewed on a
case-by-case
basis.
Loans to Employees
We will vote
against
the corporation making loans to employees to allow employees to pay for
stock or stock options. It is recognized that country specific circumstances may exist that
require proposals to be reviewed on a
case-by-case
basis.
Stock Option Plans Board Discretion
We will vote
against
stock option plans that give the board broad discretion in setting the
terms and conditions of the programs. Such programs should be submitted with detail
E-41
and be
reasonable in the circumstances regarding their cost, scope, frequency and schedule for exercising
the options.
Stock Option Plans Inappropriate Features
We will generally vote
against
plans that have any of the following structural features:
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ability to re-price underwater options without shareholder approval,
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ability to issue options with an exercise price below the stocks current market
price,
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ability to issue reload options, or
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automatic share replenishment (evergreen) features.
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Stock Option Plans Director Eligibility
While we prefer stock ownership by directors, we will
support
stock option plans for directors
as long as the terms and conditions of director options are clearly defined
Stock Option Plans Repricing
We will vote
for
proposals to re-price options if there is a value-for-value (rather than a
share-for-share) exchange.
Stock Option Plans Vesting
We will vote
against
stock option plans that are 100% vested when granted.
Stock Option Plans Authorized Allocations
We will generally vote
against
stock option plans that authorize allocation of 25% or more of
the available options to any one individual.
Stock Option Plans Change in Control Provisions
We will vote
against
stock option plans with change in control provisions that allow option
holders to receive more for their options than shareholders would receive for their shares.
IV. CORPORATE MATTERS
We will review proposals relating to changes to capital structure and restructuring on a
case-by-case basis, taking into consideration the impact of the changes on corporate governance and
shareholder rights, anticipated financial and operating benefits, portfolio manager views, level of
dilution, and a companys industry and performance in terms of shareholder returns.
E-42
Common Stock Authorization
We will review proposals to increase the number of shares of common stock authorized for issue
on a
case-by-case
basis.
Dual Class Share Structures
Dual class share structures involve a second class of common stock with either superior or
inferior voting rights to those of another class of stock.
We will generally vote
against
proposals to create or extend dual class share structures where
classes have different voting rights.
Stock Splits
We will vote
for
proposals to increase common share authorization for a stock split, provided
that the increase in authorized shares would not result in excessive dilution given a companys
industry and performance in terms of shareholder returns.
Reverse Stock Splits
We will vote
for
proposals to implement a reverse stock split, provided that the reverse split
does not result in an increase of authorized but unissued shares of more than 100% after giving
effect to the shares needed for the reverse split.
Share Repurchase Programs
We will vote
against
proposals to institute open-market share repurchase plans if all
shareholders do not participate on an equal basis.
Reincorporation
Reincorporation involves re-establishing the company in a different legal jurisdiction.
We will generally vote
for
proposals to reincorporate the company provided that the board and
management have demonstrated sound financial or business reasons for the move. Proposals to
reincorporate will generally
not be supported
if solely as part of an anti-takeover defense or as a
way to limit directors liability.
Mergers & Acquisitions
We will vote
for
merger & acquisition proposals that the relevant portfolio managers believe,
based on their review of the materials:
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will result in financial and operating benefits,
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have a fair offer price,
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have favourable prospects for the combined companies, and
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E-43
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will not have a negative impact on corporate governance or shareholder rights.
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V. SOCIAL RESPONSIBILITY
We recognize that to effectively manage a corporation, directors and management must consider
not only the interests of shareholders, but the interests of employees, customers, suppliers, and
creditors, among others.
We believe that companies and their boards must give careful consideration to social
responsibility issues in order to enhance long-term shareholder value.
We
support
efforts by companies to develop policies and practices that consider social
responsibility issues related to their businesses.
VI. SHAREHOLDER PROPOSALS
Shareholder proposals can be extremely complex, and the impact on the interests of all
stakeholders can rarely be anticipated with a high degree of confidence. As a result, shareholder
proposals will be reviewed on a
case-by-case
basis with consideration of factors such as:
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the proposals impact on the companys short-term and long-term share value,
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its effect on the companys reputation,
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the economic effect of the proposal,
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industry and regional norms applicable to the company,
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the companys overall corporate governance provisions, and
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the reasonableness of the request.
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We will generally
support
shareholder proposals that require additional disclosure regarding
corporate responsibility issues where the relevant portfolio manager believes:
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the company has failed to adequately address these issues with shareholders,
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there is information to suggest that a company follows procedures that are not in
compliance with applicable regulations, or
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the company fails to provide a level of disclosure that is comparable to industry
peers or generally accepted standards.
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E-44
We will generally
not support
shareholder proposals that place arbitrary or artificial
constraints on the board, management or the company.
Ordinary Business Practices
We will generally
support
the boards discretion regarding shareholder proposals that involve
ordinary business practices.
Protection of Shareholder Rights
We will generally vote
for
shareholder proposals that are designed to protect shareholder
rights if the companys corporate governance standards indicate that such additional protections
are warranted.
Barriers to Shareholder Action
We will generally vote
for
proposals to lower barriers to shareholder action.
Shareholder Rights Plans
We will generally vote
for
proposals to subject shareholder rights plans to a shareholder vote.
VII. OTHER
We will vote
against
any proposal where the proxy materials lack sufficient information upon
which to base an informed decision.
We will vote
against
any proposals to authorize the company to conduct any other business that
is not described in the proxy statement (including the authority to approve any further amendments
to an otherwise approved resolution).
Reimbursement of Proxy Solicitation Expenses
Decisions to provide reimbursement for dissidents waging a proxy contest are made on a
case-by-case
basis.
E-45
Invesco Hong Kong Limited
PROXY VOTING POLICY
1 February 2010
E-46
TABLE OF CONTENTS
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Introduction
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E-48
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1. Guiding Principles
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E-49
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2. Proxy Voting Authority
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E-50
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3. Key Proxy Voting Issues
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E-52
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4. Internal
Administration and Decision-Making Process
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E-54
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5. Client Reporting
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E-56
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E-47
INTRODUCTION
This policy sets out Invescos approach to proxy voting in the context of our broader
portfolio management and client service responsibilities. It applies to Asia related
equity portfolios managed by Invesco on behalf of individually-managed clients and
pooled fund clients
Invescos proxy voting policy is expected to evolve over time to cater for changing
circumstances or unforeseen events.
E-48
1. GUIDING PRINCIPLES
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1.1
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Invesco recognises its fiduciary obligation to act in the best interests of all
clients, be they retirement scheme trustees, institutional clients, unitholders in pooled
investment vehicles or personal investors. The application of due care and skill in
exercising shareholder responsibilities is a key aspect of this fiduciary obligation.
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1.2
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The sole objective of Invescos proxy voting policy is to promote the economic
interests of its clients. At no time will Invesco use the shareholding powers exercised
in respect of its clients investments to advance its own commercial interests, to pursue
a social or political cause that is unrelated to clients economic interests, or to favour
a particular client or other relationship to the detriment of others.
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1.3
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Invesco also recognises the broader chain of accountability that exists in the proper
governance of corporations, and the extent and limitations of the shareholders role in
that process. In particular, it is recognised that company management should ordinarily
be presumed to be best placed to conduct the commercial affairs of the enterprise
concerned, with prime accountability to the enterprises Board of Directors which is in
turn accountable to shareholders and to external regulators and exchanges. The
involvement of Invesco as an institutional shareholder will not extend to interference in
the proper exercise of Board or management responsibilities, or impede the ability of
companies to take the calculated commercial risks which are essential means of adding
value for shareholders.
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1.4
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The primary aim of the policy is to encourage a culture of performance among investee
companies, rather than one of mere conformance with a prescriptive set of rules and
constraints. Rigid adherence to a checklist approach to corporate governance issues is of
itself unlikely to promote the maximum economic performance of companies, or to cater for
circumstances in which non-compliance with a checklist is appropriate or unavoidable.
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1.5
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Invesco considers that proxy voting rights are an asset which should be managed with
the same care as any other asset managed on behalf of its clients.
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E-49
2. PROXY VOTING AUTHORITY
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2.1
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An important dimension of Invescos approach to corporate governance is the exercise
of proxy voting authority at the Annual General Meetings or other decision-making forums
of companies in which we manage investments on behalf of clients.
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2.2
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An initial issue to consider in framing a proxy voting policy is the question of
where discretion to exercise voting power should rest with Invesco as the investment
manager, or with each individual client? Under the first alternative, Invescos role
would be both to make voting decisions on clients behalf and to implement those
decisions. Under the second alternative, Invesco would either have no role to play, or
its role would be limited solely to implementing voting decisions under instructions from
our clients.
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2.3
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In addressing this issue, it is necessary to distinguish the different legal
structures and fiduciary relationships which exist as between individually-managed
clients, who hold investments directly on their own accounts, and pooled fund clients,
whose investments are held indirectly under a trust structure.
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2.4
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Individually-Managed Clients
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2.4.1
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As a matter of general policy, Invesco believes that unless a clients mandate gives
specific instructions to the contrary, discretion to exercise votes should normally rest
with the investment manager, provided that the discretion is always exercised in the
clients interests alone.
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2.4.2
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The reason for this position is that Invesco believes that, with its dedicated
research resources and ongoing monitoring of companies, an investment manager is usually
better placed to identify issues upon which a vote is necessary or desirable. We believe
it is also more practical that voting discretion rests with the party that has the
authority to buy and sell shares, which is essentially what investment managers have been
engaged to do on behalf of their clients.
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2.4.3
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In cases where voting authority is delegated by an individually-managed client,
Invesco recognises its responsibility to be accountable for the decisions it makes. If a
client requires, an appropriate reporting mechanism will be put in place.
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2.4.4
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While it is envisaged that the above arrangements will be acceptable in the majority
of cases, it is recognised that some individually-managed clients will wish to retain
voting authority for themselves, or to place conditions on the circumstances in which it
can be exercised by investment managers. In practice, it is believed that this option is
generally only likely to arise with relatively large clients such as trustees of major
superannuation funds or statutory corporations which have the resources to develop their
own policies and to supervise their implementation by investment managers and custodians.
In particular, clients who have multiple equity managers and utilise a master custody
arrangement may be more likely to consider retaining
voting authority in order to ensure consistency of approach across their total
portfolio.
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2.4.5
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In any event, whatever decision is taken as to where voting authority should lie,
Invesco believes that the matter should be explicitly covered by the terms of the
investment management agreement and clearly understood by the respective parties.
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2.4.6
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Accordingly, Invesco will pursue the following policies with respect to the exercise
of proxy voting authority for individually-managed clients:
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PROXY VOTING AUTHORITY
Individually-Managed Clients
E-50
Unless an individually-managed client wishes to retain proxy voting authority, Invesco
will assume proxy voting authority by way of delegation from the client, provided that
the allocation of proxy voting responsibility is clearly set out in the investment
management agreement.
In the case of clients who wish to place special conditions on the delegation of proxy
voting powers, Invesco will endeavour to accommodate those clients requirements as far
as practicable, subject to any administrative obstacles or additional costs that might
arise in implementing the conditions.
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2.5
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Pooled Fund Clients
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2.5.1
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The legal relationship between an investment manager and its pooled fund clients is
different in a number of important respects from that applying to individually-managed
clients. These differences have a bearing on how proxy voting authority is exercised on
behalf of pooled fund clients.
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2.5.2
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These legal relationships essentially mean that the manager is required to act
solely in the collective interests of unitholders at large rather than as a direct agent
or delegate of each unitholder. On the issue of proxy voting, as with all other aspects
of our client relationships, Invesco will naturally continue to be receptive to any views
and concerns raised by its pooled fund clients. However, the legal relationship that
exists means it is not possible for the manager to accept instructions from a particular
pooled fund client as to how to exercise proxy voting authority in a particular instance.
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2.5.3
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As in the case of individually-managed clients who delegate their proxy voting
authority, Invescos accountability to pooled fund clients in exercising its fiduciary
responsibilities is best addressed as part of the managers broader client relationship
and reporting responsibilities.
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2.5.4
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Accordingly, Invesco will pursue the following policies with respect to the exercise
of proxy voting authority for pooled fund clients:
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PROXY VOTING AUTHORITY
Pooled Fund Clients
In considering proxy voting issues arising in respect of pooled fund shareholdings,
Invesco will act solely in accordance with its fiduciary responsibility to take account
of the collective interests of unitholders in the pooled fund as a whole.
Invesco cannot accept instructions from individual unitholders as to the exercise of
proxy voting authority in a particular instance.
E-51
3. KEY PROXY VOTING ISSUES
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3.1
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This section outlines Invescos intended approach in cases where proxy voting
authority is being exercised on clients behalf.
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3.2
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Invesco will vote on all material issues at all company meetings where it has the
voting authority and responsibility to do so. We will not announce our voting intentions
and the reasons behind them.
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3.3
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Invesco applies two underlying principles. First, our interpretation of material
voting issues is confined to those issues which affect the value of shares we hold on
behalf of clients and the rights of shareholders to an equal voice in influencing the
affairs of companies in proportion to their shareholdings. We do not consider it
appropriate to use shareholder powers for reasons other than the pursuit of these economic
interests. Second, we believe that a critical factor in the development of an optimal
corporate governance policy is the need to avoid unduly diverting resources from our
primary responsibilities to add value to our clients portfolios through investment
performance and client service.
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3.4
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In order to expand upon these principles, Invesco believes it is necessary to
consider the role of proxy voting policy in the context of broader portfolio management
and administrative issues which apply to our investment management business as a whole.
These are discussed as follows.
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3.5
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Portfolio Management Issues Active Equity Portfolios
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3.5.1
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While recognising in general terms that issues concerning corporate governance
practices can have a significant bearing on the financial performance of companies, the
primary criterion for the selection and retention of a particular stock in active equity
portfolios remains our judgment that the stock will deliver superior investment
performance for our clients, based on our investment themes and market analysis.
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3.5.2
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In view of these dynamics, Invesco does not consider it feasible or desirable to
prescribe in advance comprehensive guidelines as to how it will exercise proxy voting
authority in all circumstances. The primary aim of Invescos approach to corporate
governance is to encourage a culture of performance among the companies in which we manage
investments in order to add value to our clients portfolios, rather than one of mere
conformance with a prescriptive set of rules and constraints.
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3.5.3
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Nevertheless, Invesco has identified a limited range of issues upon which it will
always exercise proxy voting authority either to register disapproval of management
proposals or to demonstrate support for company initiatives through positive use of voting
powers. These issues are outlined as follows:
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KEY VOTING ISSUES
Major Corporate Proposals
Invesco will always vote on the following issues arising in company General Meetings
where it has the authority to do so on behalf of clients.
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contentious issues (eg. issues of perceived national interest, or where there has been extensive press coverage or public comment);
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approval of changes of substantial shareholdings;
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mergers or schemes of arrangement; and
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approval of major asset sales or purchases.
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As a general rule, Invesco will vote against any actions that will reduce the rights or
options of shareholders, reduce shareholder influence over the board of directors and
management, reduce the alignment of interests between management and shareholders, or
reduce the value of shareholders investments, unless balanced by reasonable increase
in net worth of the shareholding.
E-52
Where appropriate, Invesco will also use voting powers to influence companies to adopt
generally accepted best corporate governance practices in areas such as board
composition, disclosure policies and the other areas of recommended corporate
governance practice.
Invescos approach to significant proxy voting issues which fall outside these areas
will be addressed on their merits.
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3.6
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Administrative Issues
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3.6.1
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In addition to the portfolio management issues outlined above, Invescos proxy
voting policy also takes account of administrative and cost implications, together with
the size of our holdings as compared to the issue size, involved in the exercise of proxy
voting authority on our clients behalf.
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3.6.2
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There are practical constraints to the implementation of proxy voting decisions.
Proxy voting is a highly seasonal activity, with most company Annual General Meetings
being collapsed into a few months, with short deadlines for the distribution and return of
notice papers, multiple resolutions from multiple companies being considered
simultaneously, and under a legal system which is essentially dependent upon paper-based
communication and record-keeping.
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3.6.3
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In addition, for investment managers such as Invesco who do not invest as
principals and who consequently do not appear directly on the share registers of
companies, all of these communications are channelled through external custodians, among
whom there is in turn a considerable variation in the nature and quality of systems to
deal with the flow of information.
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3.6.4
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While Invesco has the systems in place to efficiently implement proxy voting
decisions when required, it can be seen that administrative and cost considerations by
necessity play an important role in the application of a responsible proxy voting policy.
This is particularly so bearing in mind the extremely limited time period within which
voting decisions must often be made and implemented (which can in practice be as little as
a few days). This factor also explains why Invesco resists any suggestion that there
should be compulsory proxy voting on all issues, as in our view this would only increase
the costs to be borne by our clients with very little practical improvement in corporate
performance in most cases.
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3.6.5
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These administrative constraints are further highlighted by the fact that many
issues on which shareholders are in practice asked to vote are routine matters relating to
the ongoing administration of the company eg. approval of financial accounts or
housekeeping amendments to Articles of Association. Generally in such cases, we will be
in favour of the motion as most companies take seriously their duties and are acting in
the best interests of shareholders. However, the actual casting of a yes vote on all
such resolutions in our view would entail an unreasonable administrative workload and
cost.
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3.6.6
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Accordingly, Invesco believes that an important consideration in the framing of a
proxy voting policy is the need to avoid unduly diverting resources from our primary
responsibilities to add value to our clients investments through portfolio management and
client service. The policies outlined below have been prepared on this basis.
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KEY PROXY VOTING ISSUES
Administrative Constraints
In view of the administrative constraints and costs involved in the exercise of proxy
voting powers, Invesco may (depending on circumstances) not exercise its voting right
unless its clients portfolios in aggregate represent a significant proportion of the
shareholdings of the company in question.
A significant proportion in this context means 5% or more of the market
capitalisation of the company.
E-53
4. INTERNAL ADMINISTRATION & DECISION-MAKING PROCESS
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4.1
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The following diagram illustrates the procedures adopted by Invesco for the
administration of proxy voting:
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4.2
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As shown by the diagram, a central administrative role is performed by our
Corporate Action Team, located within the Client Administration section. The initial
role of the Corporate Action Team is to receive company notice papers via the range of
custodians who hold shares on behalf of our clients, to ascertain which client
portfolios hold the stock, and to initiate the decision-making process by distributing
the company notice papers to the Primary Investment Manager responsible for the company
in question.
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4.3
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A voting decision on each company resolution (whether a yes or no vote, or a
recommended abstention) is made by the Primary Investment Manager responsible for the
company in question. Invesco believes that this approach is preferable to the
appointment of a committee with responsibility for handling voting issues across all
companies, as it takes advantage of the expertise of individuals whose professional
lives are occupied by analysing particular companies and sectors, and who are familiar
with the issues facing particular companies through their regular company visits.
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4.4
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Moreover, the Primary Equity Manager has overall responsibility for the relevant
market and this ensures that similar issues which arise in different companies are
handled in a consistent way across the relevant market.
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4.5
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The voting decision is then documented and passed back to the Corporate Action
Team, who issue the voting instructions to each custodian in advance of the closing date
for receipt of proxies by the company. At the same time, the Corporate Action Team logs
all proxy voting activities for record keeping or client reporting purposes.
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4.6
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A key task in administering the overall process is the capture and dissemination
of data from companies and custodians within a time frame that makes exercising votes
feasible in practice. This applies particularly during the company Annual General
Meeting season, when there are typically a large number of proxy voting issues under
consideration simultaneously. Invesco has no control over the former dependency and
Invescos ability to influence a custodians service levels are limited in the case of
individually-managed clients, where the custodian is answerable to the client.
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E-54
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4.7
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The following policy commitments are implicit in these administrative and
decision-making processes:
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INTERNAL ADMINISTRATION AND DECISION-MAKING PROCESS
Invesco will consider all resolutions put forward in the Annual General Meetings or
other decision-making forums of all companies in which investments are held on behalf
of clients, where it has the authority to exercise voting powers. This consideration
will occur in the context of our policy on Key Voting Issues outlined in Section 3.
The voting decision will be made by the Primary Investment Manager responsible for the
market in question.
A written record will be kept of the voting decision in each case, and in case of an
opposing vote, the reason/comment for the decision.
Voting instructions will be issued to custodians as far as practicable in advance of
the deadline for receipt of proxies by the company. Invesco will monitor the
efficiency with which custodians implement voting instructions on clients behalf.
Invescos ability to exercise proxy voting authority is dependent on timely receipt of
notification from the relevant custodians.
E-55
5. CLIENT REPORTING
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5.1
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Invesco will keep records of its proxy voting activities.
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5.2
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Upon client request, Invesco will regularly report back to the client on proxy
voting activities for investments owned by the client.
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5.2
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The following points summarise Invescos policy commitments on the reporting of
proxy voting activities to clients (other than in cases where specific forms of client
reporting are specified in the clients mandate):
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CLIENT REPORTING
Where proxy voting authority is being exercised on a clients behalf, a statistical
summary of voting activity will be provided on request as part of the clients regular
quarterly report.
Invesco will provide more detailed information on particular proxy voting issues in
response to requests from clients wherever possible.
E-56
Guidelines on Exercising Shareholder Voting Rights and
Policies for Deciding on the Exercise of Shareholder Voting Rights
Invesco Asset Management (Japan) Limited
Enforcement Date: July 5, 2010
Revision Date: April 20, 2011
Authority to Amend or Abolish: Shareholders Voting Committee
E-57
Record of Amendments
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Date
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Content
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April 20, 2011
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Revision associated with review of proxy voting guideline
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E-58
Guidelines on Exercising of Shareholder Voting Rights and
Policy Decision Making Criteria
(Japanese Equities)
Policy and Objectives of Exercising Shareholder Voting Rights
Our company is cognizant of the importance of corporate governance, and exercises votes with the
sole objective of maximizing the long term interests of trustors (investors) and beneficiaries,
pursuant to our fiduciary duty as a trustee to the trustors (investors) and the beneficiaries. We
will not conduct any voting with an objective of own interest or that of any third party other than
the trustors (investors) or beneficiaries. The interests of trustors (investors) and beneficiaries
means the increasing of corporate value or the increasing of the economic interests of shareholders
or the preventing of damage thereto.
Significance of Guidelines on Exercising Shareholder Voting Rights
Our company has determined the Guidelines on Exercising of Shareholder Voting Rights in accordance
with our policy on exercising the voting rights of shareholders, for the purpose of exercising
votes in an appropriate manner, and will closely examine each proposal and determine the response
pursuant to these Guidelines.
Guidelines on Exercising Shareholder Voting Rights
(1) Financial Statements, Business Reports and Auditors Reports
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In principle we will vote in favor of a proposal requesting approval of the
financial statements, business reports and auditor reports, except in the following
circumstances:
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Concerns exist about the settlement or auditing procedures; or
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The relevant company has not answered shareholders questions concerning
matters that should be disclosed.
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(2) Allocation of Earned Surplus and Dividends
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A decision regarding a proposal requesting approval of the allocation of earned
surplus and dividends will be made in consideration of, inter alia, the financial condition
and the business performance of the relevant company as well as the economic interests of
shareholders.
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2.
Election of Directors
A decision regarding a proposal in connection with electing a director will be made in
consideration of, inter alia, the independence, suitability and existence or absence of any
antisocial activities in
E-59
the past on the part of a candidate for director. In the event that a candidate for director is a
reelection candidate, we will decide in consideration, inter alia, of the director candidates
engagement in corporate governance, accountability, the business performance of the company, and
the existence or absence of any antisocial act by the company during his or her term in the office.
Definition of the independence:
A person considered to be independent shall mean a person for whom there is no relationship between
the relevant company and the candidate for director other than that of being selected as a
director.
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In principle we will vote in favor of a proposal to elect an external
director, however, we will oppose a candidate for an external director who is perceived to
have an interest in the relevant company.
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In principle we will oppose a candidate for an external director who does not
have independence in the case of a committees organized company, except where the majority
of the board are independent.
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Listed parent and subsidiary
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If the relevant company has a listed parent and does not have at least one external
director who is independent from the relevant company, we shall in principle oppose the
candidates for directors of that company.
(2) Suitability
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In principle we shall oppose a director candidate in the following case:
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An attendance rate of less than 75 percent at meetings of the board of directors.
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(3) Accountability
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In the following circumstances we will consider opposing a candidate for
reelection as a director:
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If the relevant company has a problematic system as set forth bellow and if
business performance of the relevant company during the term in office of the
candidate experienced a deficit in three consecutive periods and no dividends were
paid or they were inferior when compared to others in the same industry.
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If a takeover defense strategy is introduced, that has not been approved by a
resolution of a general meeting of shareholders.
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(4) Business Performance of the Company
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We will consider opposing a candidate for reelection as a director in the event
that business
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E-60
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performance of the relevant company during the term in office of the candidate experienced a
deficit in three consecutive periods and no dividends were paid.
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We will consider opposing a candidate for reelection as a director in the
event that business performance of the relevant company during the term in office of the
candidate was inferior when compared to others in the same industry.
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(5) Antisocial Activities on the Part of the Company
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In principle we will oppose a candidate for reelection as a director in the
event that during the term in office of the candidate a corporate scandal occurred that
had a significant impact on society and caused or could cause damage to of shareholder
value.
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In principle we will consider opposing a candidate for reelection as a
director in the event that during the term in office of the candidate window dressing or
inappropriate accounting practices occurred on the part of the relevant company.
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(6) Other
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In principle we will oppose a candidate for director in the event that
information concerning the relevant candidate has not been sufficiently disclosed.
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3.
Amendment of the Composition of the Board of Directors and the Required Qualification of
Directors
(1) Amendment of the Number of Directors or Composition of the Board of Directors
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A decision regarding a proposal concerning amendment of the number of
directors or the composition of the board of directors will be made by making a comparison
with the existing situation and considering, inter alia, the impact on the relevant
company and the economic interests of shareholders.
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(2) Amendment of Required Qualifications of Directors, Their Terms of Office and Scope of
Responsibilities
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A decision regarding a proposal concerning amendment of the required
qualifications of directors, their terms of office or scope of liabilities will be made by
making a comparison with the existing situation and considering, inter alia, the impact on
the relevant company and the economic interests of shareholders.
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In principle we will oppose a proposal requesting retention of a certain
number of a companys own shares as a condition of installation or continuation in office
of a director.
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In principle we will oppose a proposal to restrict a term in office of a director.
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In principle we will oppose a proposal to institute a normal retirement age of directors.
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In principle we will oppose a proposal to reduce the liabilities of a director
from liability in connection with financial damage as a result of a violation of the
fiduciary duties.
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E-61
(3) Amendment of the Procedural Method for Election of Directors
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A decision regarding a proposal concerning amendment of the procedural method
of electing directors will be made by making a comparison with the existing situation and
considering, inter alia, the reasonability of the amendment.
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4. Election of Statutory Auditors
A decision regarding a proposal concerning the election of statutory auditors will be made by
considering, inter alia, the independence and the suitability of the candidate for statutory
auditor.
Definition of the independence:
A person considered to be independent shall mean a person for whom there is no relationship between
the relevant company and the candidate for statutory auditor other than that of being selected as a
statutory auditor.
(1) Independence
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In principle we will oppose a candidate for an external statutory auditor if
the candidate does not have independence.
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In principle we shall oppose a statutory auditor candidate in the following
case:
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An attendance rate of less than 75 percent at meetings of the board of
directors or meetings of the board of auditors
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In principle we will consider opposing a candidate for reelection as a
statutory auditor in the event that significant concerns exist in an audit report that has
been submitted or audit proceedings.
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(4)
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Antisocial Activities on the Part of the Company
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In principle we will consider opposing a candidate for reelection as a
statutory auditor in the event that during the term in office of the candidate a corporate
scandal occurred that had a significant impact on society and caused or could cause damage
to shareholder value.
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In principle we will consider opposing a candidate for reelection as a
statutory auditor in the event that during the term in office of the candidate window
dressing or inappropriate accounting practices occurred on the part of the relevant
company.
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E-62
5.
Election of Accounting Auditors
We will decide on proposals concerning the election of an accounting auditor by considering, inter
alia, the suitability of the candidate for accounting auditor, and the level of audit fees.
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In principle we will oppose a candidate for accounting auditor in the event
that the accounting auditor can be determined to have expressed an opinion that is not
accurate concerning the financial condition of the relevant company.
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In principle we will oppose in the event that a contract for non-auditing work
exists between the accounting auditor and the relevant company, and it is determined that
the non-auditing work can be found to present a conflict of interest with the auditing
work.
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In principle we will oppose a candidate for accounting auditor in the event
that an excessive auditing fee is paid.
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In principle we will oppose a proposal requesting a change of accounting
auditor in the event that the reason for the change can be determined to be a result of a
difference in interpretation between the accounting auditor and the relevant company
regarding accounting policy.
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6.
Compensation of Directors, Statutory Auditors, Officers and Employees
(1) Compensation (including bonus)
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A decision regarding a proposal concerning compensation will be made in
consideration of, inter alia, the levels of compensation, the business performance of the
company, and the reasonability of the framework.
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In principle we will vote in favor of a proposal to obtain approval of
compensation, except in the following cases:
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A negative correlation appears to exist between the business performance of
the company and compensation
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A compensation framework or practice exists which presents an issue
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In principle we will oppose a proposal to pay compensation only by granting
shares.
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A proposal to introduce or amend a stock option plan will be decided in
consideration of, inter alia, the impact that introducing or amending the plan will have
on shareholder value and the rights of shareholders, as well as the level of compensation,
the scope of implementation, and the reasonability of the plan.
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In principle we will oppose a proposal to reduce the exercise price of a stock
option plan.
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In principle we will vote in favor of a proposal to request that an amendment
of the exercise price of a stock option plan be made a matter for approval by the
shareholders.
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E-63
(3) Stock Purchase Plan
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A decision regarding a proposal requesting the introduction or amendment of a
stock purchase plan will be made in consideration of, inter alia, the impact that
introducing or amending the plan will have on shareholder value and the rights of
shareholders, the scope of implementation, and the reasonability of the plan.
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(4) Retirement Bonus of Directors or Statutory Auditors
A decision regarding a proposal in connection with awarding a
retirement bonus to a director or a statutory auditor will be made in
consideration of, inter alia, the extent of the persons who are
to be recipients, the existence or absence of antisocial activities
in the past on the part of the prospective recipients, the business
performance of the company, and the existence or absence of
antisocial activities on the part of the company.
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In principle we will vote in favor of a proposal to pay a retirement bonus of
a director or a statutory auditor if all of the following conditions are satisfied.
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Retirement bonus amount is disclosed.
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The prospective recipients do not include an external director or an external
statutory auditor.
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None of the prospective recipients have committed a significant criminal
conduct.
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The business performance of the relevant company has not experienced a
deficit for three consecutive periods and had no dividend or dividends or they were
inferior when compared to others in the same industry.
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During the terms of office of the prospective recipients there has been no
corporate scandal that had a significant impact on society and caused or could cause
damage to shareholder value.
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During their terms in office there has been no window dressing or
inappropriate accounting practices in the relevant company.
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7.
Equity Financing Policy
(1) Amendment of the Number of Authorized Shares
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A decision regarding a proposal requesting an increase in the number of
authorized shares will be made by considering, inter alia, the impact that amending the
number of authorized shares will have on shareholder value and the rights of shareholders,
as well as the reasonability of the amendment of the number of authorized shares, and the
impact on the listing of shares as well as on the continuity of the company.
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In principle we will vote in favor of a proposal requesting an increase in the
number of authorized shares if it can be determined that unless an increase is made to the
number of authorized shares the company will be delisted or that there is a risk of a
significant impact on the continuity of the company.
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E-64
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In principle we will oppose a proposal to increase the number of authorized
shares after the appearance of an acquirer.
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(2) Issuing of New Shares
A decision regarding a proposal in connection with issuing of new shares will be made in
consideration of, inter alia, reasons of issuing new shares, issuing conditions and terms, the
impact of the dilution on the shareholders value and rights of shareholders as well as the impact
on the listing of shares and the continuity of the company.
(3) Acquisition or Reissue by a Company of Its Own Shares
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A decision regarding a proposal for a company to acquire or reissue its own
shares shall be made by considering, inter alia, its reasonability.
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(4) Stock Split
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In principle we will vote in favor of a proposal involving a stock split.
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(5) Consolidation of Shares (Reverse Split
)
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A decision regarding a proposal involving a consolidation of shares (reverse
split) shall be made by considering, inter alia, its reasonability.
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(6) Preferred Shares
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In principle we will oppose a proposal requesting the creation of new
preferred shares or increasing the authorized number of preferred shares, by way of a
blank power of attorney that does not specify the voting rights, dividends, conversion or
other rights.
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In principle we will vote in favor of a proposal to create new preferred
shares or to increase the number of authorized preferred shares if the voting rights,
dividends, conversion and other rights are stipulated and these rights can be determined
to be reasonable.
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In principle we will vote in favor of a proposal to the effect that approval
of issuing preferred shares is so be obtained from shareholders.
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(7) Issuing of Convertible Bonds
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A decision regarding a proposal to issue convertible bonds shall be made by
considering, inter alia, the number of shares into which the bonds are to be converted,
and the period to maturity of the bonds.
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(8) Issuing of Non-Convertible Bonds, and Increasing a Borrowing Limit
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A decision regarding a proposal in connection with the issuing of
non-convertible bonds or increasing a borrowing limit shall be made by considering, inter
alia the financial condition of the relevant company.
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E-65
(9) Equitization of Debt
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A decision regarding a proposal requesting an amendment of the number of
authorized shares or issuing of shares of the company in relation to a debt restructuring
shall be made in consideration of, inter alia, the conditions of amending the number of
authorized shares or issuing shares of the company, the impact on shareholder value and on
the rights of shareholders, the reasonability thereof, and the impact on listing of the
shares as well as on the continuity of the company.
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(10) Capital Reduction
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A decision regarding a proposal in connection with a capital reduction will be
made in consideration of, inter alia, the impact on shareholder value and on the rights of
shareholders, the reasonability of the capital reduction, as well as the impact on listing
of the shares and on the continuity of the company.
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In principle we will approve a proposal requesting a capital reduction in the
form of a standard accounting processing.
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(11) Financing Plan
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A decision regarding a proposal in connection with a financing plan will be
made in consideration of, inter alia, the impact on shareholder value and the rights of
shareholders, as well as the reasonability thereof, and the impact on the listing of
shares as well as on the continuity of the company.
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In principle we will vote in favor of a proposal requesting approval of a
financing plan.
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(12) Capitalization of Reserves
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In principle we will vote in favor of a proposal requesting a capitalization
of reserves.
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8.
Corporate Governance
(1) Amendment of Settlement Period
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In principle we will vote in favor of a proposal requesting an amendment of
the settlement period, except when it can be determined that the objective is to delay a
general meeting of shareholders.
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(2) Amendment of Articles of Incorporation
A decision regarding a proposal in connection with an amendment of the articles of incorporation
will be made in consideration of, inter alia, the impact on shareholder value and the rights of
shareholders as well as the necessity and the reasonability of amending the articles of
incorporation.
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In principle we will vote in favor of a proposal to amend the articles of
incorporation if amendment of the articles of incorporation is necessary by law.
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E-66
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In principle we will oppose a proposal to amend the articles of incorporation
if it can be determined that there is a risk that the rights of shareholders will be
infringed or a risk that a reduction in shareholder value will occur as a result of the
relevant amendment.
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In principal we will vote in favor of a proposal submitted by the board in
connection with transition to a committees organized company.
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In principal we will vote in favor of a proposal requesting mitigation or
abolishment of the requirements for special resolution.
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(3) Amendment of the Quorum of a General Meeting of Shareholders
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A decision regarding a proposal in connection with an amendment of the quorum
of a general meeting of shareholders will be made in consideration of, inter alia, the
impact on shareholder value and the rights of shareholders as well as the customs of the
region or country.
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A proposal in connection with amending the quorum of a special resolution of a
general meeting of shareholders will be made in consideration of, inter alia, the impact
on shareholder value and the rights of shareholders as well as the customs of the region
or country.
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(4) Omnibus Proposal of a General Meeting of Shareholders
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In principle we will oppose an omnibus proposal at a general meeting of
shareholders if the entire proposal will not be in the best interests of shareholders.
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9.
Corporate Behavior
(1) Amendment of Tradename or Location of Corporate Registration
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In principle we will vote in favor of a proposal requesting amendment of a
tradename.
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In principle we will vote in favor of a proposal requesting amendment of a
location of corporate registration.
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(2) Corporate Restructuring
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A decision regarding a proposal in connection with a corporate reorganization
as set forth below will be made in consideration of, inter alia, the impact on shareholder
value and the rights of shareholders, the respective impact on the financial condition and
business performance of the relevant company, as well as the reasonability thereof, and
the impact on the listing of shares as well as on the continuity of the company:
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Merger or acquisition;
Assignment or acquisition of business;
Company split (spin-off);
Sale of assets;
E-67
Being acquired; or
Liquidation.
(3) Proxy Contest
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A decision regarding a proposal in connection with election of a director from
among opposing candidates will be made in consideration of the independence, suitability,
existence or absence of any antisocial activities in the past, actions in corporate
governance and accountability on the part of the candidates for director, the business
performance of the company, the existence or absence of antisocial activities of the
company, and the background to the proxy contest.
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A person who is considered to be independent shall mean a person for whom
there is no relationship between the relevant company and the candidate for director other
than that of being selected as a candidate director of the relevant company.
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(4) Defense Strategy in Proxy Contest
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-
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In principle we will oppose a proposal requesting the introduction of a
staggered board of directors.
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-
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In principle we will vote in favor of a proposal requesting that the terms in
office of directors be one year.
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Authority to Dismiss Directors
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In principle we will oppose a proposal requesting more stringent requirements for the
shareholders to be able to dismiss a director.
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-
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In principle we will vote in favor of a proposal to introduce cumulative
voting in connection with the election of directors.
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-
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In principle we will oppose a proposal requesting the abolition of cumulative
voting in connection with the election of directors.
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(5) Takeover Defense Strategies
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Introduction or Amendment of Takeover Defense Strategy
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In principle we will oppose a proposal requesting to introduce or amend a takeover
defense strategy that will reduce shareholder value or infringe the rights of shareholders.
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Rights Plan (Poison Pill)
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A decision regarding a proposal to introduce a rights plan (poison pill) will be made
in consideration of, inter alia, the triggering conditions, the effective period, the
conditions of disclosure of content, the composition of directors of the relevant company,
and the status
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E-68
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of introducing other takeover defense strategies.
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-
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In principal we will oppose a proposal in which, a triggering condition of
the number of outstanding shares is less than 20%.
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-
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In principal we will oppose a proposal that the effective period is beyond 3 years.
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In principal we will oppose a proposal that directors are not selected annually.
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-
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In principal we will oppose a proposal in the event that there are less than
2 directors or 20% of the board who are independent with no issue of the attendance
records of the board meeting.
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We will vote in favor for a proposal that a rights plan is considered by an
independent committee before introducing such plan. We will vote in favor a proposal
only if all special committee members are independent with no issue of the attendance
records of the board meeting.
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-
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In principal we will oppose a proposal in the event that other takeover
defense strategies exist.
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-
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In principal we will oppose a proposal in the event that the issuing date of
invitation notice to shareholders is less than 3 weeks before the general shareholders
meeting.
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In principal we will oppose a proposal unless the introduction of takeover
defense strategies is considered reasonably beneficial to interests of minority
shareholders.
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Relaxation of Requirements to Amend the Articles of Incorporation or Company
Regulations
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A decision regarding a proposal to relax the requirements to amend the articles of
incorporation or company regulations will be made in consideration of, inter alia, the
impact on shareholder value and the rights of shareholders.
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Relaxation of Requirements for Approval of a Merger
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A decision regarding a proposal to relax the requirements to approve a merger will be made
in consideration of, inter alia, the impact on shareholder value and the rights of
shareholders.
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10.
Social, Environmental and Political Problems
A decision regarding a proposal in connection with social, environmental or political problems will
be made in consideration of, inter alia, the impact that the actions on the part of the company
will have on shareholder value and the rights of shareholders, or on the financial condition and
business performance of the company, the reasonability of these actions, and the impact on the
listing of shares as well as on the continuity of the company.
E-69
11.
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Information Disclosure
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In principle we will oppose a proposal for which sufficient information is not
disclosed for the purpose of making a voting decision.
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In principle we will vote in favor of a proposal to increase information
disclosure, if all of the following standards are satisfied.
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The information will be beneficial to shareholders.
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The time and expense required for the information disclosure will be minimal.
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12.
Conflicts of Interest
We will abstain from exercising shareholder voting rights in a company that would constitute a
conflict of interest.
The following company is determined to be a company that would constitute a conflict of interest:
13.
Shareholder proposals
A decision regarding shareholders proposals will be made in accordance with the Guidelines along
with companys proposal, however, will be considered on the basis of proposed individual items.
E-70
Guidelines on Exercising of Shareholder Voting Rights and
Policy Decision Making Criteria
(Foreign Equities)
Policy and Objectives of Exercising Shareholder Voting Rights
Our company is cognizant of the importance of corporate governance, and exercises votes with the
sole objective of maximizing the long term interests of trustors (investors) and beneficiaries,
pursuant to our fiduciary duty as a trustee to the trustors (investors) and the beneficiaries. We
will not conduct any voting with an objective of own interest or that of any third party other than
the trustors (investors) or beneficiaries. The interests of trustors (investors) and beneficiaries
means the increasing of corporate value or the increasing of the economic interests of shareholders
or the preventing of damage thereto.
Significance of Guidelines on Exercising Shareholder Voting Rights
Our company has determined the Guidelines on Exercising of Shareholder Voting Rights in accordance
with our policy on exercising the voting rights of shareholders, for the purpose of exercising
votes in an appropriate manner, and will closely examine each proposal and determine the response
pursuant to these Guidelines.
Guidelines on Exercising Shareholder Voting Rights
1.
Procedural Proposal
(1) Procedures
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In principle we will vote in favor of a selection of the chairman of a general
meeting of shareholders, approval of the minutes, approval of the shareholders registry
and other proposals in connection with procedures to hold a general meeting of
shareholders.
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In principle we will vote in favor of a procedural proposal such as the following:
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Opening of a general meeting of shareholders
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Closing of a general meeting of shareholders
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Confirming the proper convening of a general meeting of shareholders
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Satisfaction of the quorum for a general meeting of shareholders
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Confirming the agenda items of a general meeting of shareholders
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Election of a chairman of a general meeting of shareholders
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Designation of shareholders who will sign the minutes of a general meeting of
shareholders
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Preparing and approving a registry of shareholders
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E-71
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Filing of legally prescribed documents in connection with a general meeting
of shareholders
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Designation of an inspector or shareholder to inspect the minutes of a
general meeting of shareholders
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Permission to ask questions
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Approval of the issuing of minutes of a general meeting of shareholders
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Approval of matters of resolution and granting to the board of directors the
authority to execute matters that have been approved
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(2) Financial Statements, Business Reports and Auditors Reports
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In principle we will vote in favor of a proposal requesting approval of the
financial statements, business reports and auditor reports, except in the following
circumstances:
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-
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Concerns exist about the settlement or auditing procedures; or
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The relevant company has not answered shareholders questions concerning
matters that should be disclosed.
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(3) Allocation of Earned Surplus and Dividends
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A decision regarding a proposal requesting approval of the allocation of
earned surplus and dividends will be made in consideration of, inter alia, the financial
condition and the business performance of the relevant company as well as the economic
interests of shareholders.
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2.
Election of Directors
A decision regarding a proposal in connection with electing a director will be made in
consideration of, inter alia, the independence, suitability and existence or absence of any
antisocial activities in the past on the part of a candidate for director. In the event that a
candidate for director is a reelection candidate, we will decide in consideration, inter alia, of
the director candidates engagement in corporate governance, accountability, the business
performance of the company, and the existence or absence of any antisocial act by the company
during his or her term in the office.
Definition of independence:
A person considered to be independent shall mean a person for whom there is no relationship between
the relevant company and the candidate for director other than that of being selected as a
director.
(1) Independence
(United States)
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In the following circumstances we will in principle oppose or withhold
approval of a
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E-72
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candidate for an internal director, or a candidate for an external director who cannot be
found to have a relationship of independence from the relevant company:
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If the internal director or the external director who cannot be found to have
a relationship of independence from the relevant company is a member of the
compensation committee or the nominating committee;
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If the audit committee, compensation committee, or nominating committee has
not been established and the director functions as a committee member;
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If the nominating committee has not been established;
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If external directors who are independent from the relevant company do not
constitute a majority of the board of directors;
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A person who is independent shall mean a person for whom there is no
relationship between the relevant company and the candidate for director other than
that of being selected as a director.
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(Other than United States)
A decision concerning the independence of the candidate for director will be made in consideration
of the conditions of each country.
(2) Suitability
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In principle we shall oppose or withhold approval of a director candidate in
the following circumstances:
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-
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An attendance rate of less than 75 percent at meetings of any of the board of
directors, the audit committee, the compensation committee, or the nominating
committee;
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-
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Serving as a director of six or more companies; or
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-
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Serving as a CEO of another company and also serving as an external director
of at least two other companies.
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(3) Corporate Governance Strategies
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In principle we will oppose or withhold approval of all candidates for
reelection in the event that the board of directors employs a system of staggered terms of
office and a problem of governance has occurred in the board of directors or committee but
the responsible director is not made a subject of the current proposal to reelect
directors.
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In the following circumstances we will in principle oppose or withhold
approval of a candidate for reelection of a director who is a member of the audit
committee:
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If an excessive auditing fee is being paid to the accounting auditor;
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-
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If the accounting auditor has expressed an opinion of non-compliance
concerning the
|
E-73
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financial statements of the relevant company; or
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-
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If the audit committee has agreed with the accounting auditor to reduce or
waive the liability of accounting auditor, such as by limiting the right of the
company or the shareholders to take legal action against the accounting auditor.
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In the following circumstances we will in principle oppose or withhold
approval of a candidate for reelection as a director who is a member of the compensation
committee:
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-
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If there appears to be a negative correlation between the business
performance of the company and the compensation of the CEO;
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-
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If in the case of an option for which the stock price of the relevant company
is less than the exercise price, an amendment of the exercise price or an exchange for
cash or the like has been made without the approval of a general meeting of
shareholders;
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-
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If an exchange (sale) of stock options which is limited to a single exercise
has been made without obtaining the approval of a general meeting of shareholders;
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-
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If the burn rate has exceeded the level promised in advance to shareholders
(the burn rate is the annual rate of dilution measured by the stock options or rights
to shares with restriction on assignment that have been actually granted (otherwise
known as the run rate)); or
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If a compensation system or practice exists that presents a problem.
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In the following circumstances we will in principle oppose or withhold
approval of all candidates for reelection as directors:
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If the board of directors has not taken appropriate action regarding a
shareholders proposal even if there was a shareholders proposal which was approved
by a majority of the overall votes in the previous period at a general meeting of
shareholders.
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-
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If the board of directors has not taken appropriate action regarding a
shareholders proposal even if a shareholders proposal has been approved by a
majority of the valid votes in two consecutive periods at a general meeting of
shareholders;
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-
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If the board of directors has not taken appropriate action such as
withdrawing a takeover defense strategy, despite a majority of shareholders having
accepted a public tender offer; or
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-
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If the board of directors has not taken appropriate action regarding the
cause of opposition or withholding of approval even though at the general meeting of
shareholders for the previous period there was a candidate for director who was
opposed or for whom approval was withheld by a majority of the valid votes.
|
E-74
(4) Accountability
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In the following cases we will consider opposing or withholding approval from
a candidate for reelection as a director:
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-
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If a notice of convening states that there is a director with an attendance
rate of less than 75% at meetings of the board of directors or committee meetings, but
the name of the individual is not specifically stated.
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-
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If the relevant company has a problematic system as set forth below, and
business performance of the relevant company during the term in office of candidate
has been in a deficit and with no dividend or is inferior when compared to those in
the same industry in three consecutive periods :
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-
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A system of staggered terms of office;
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-
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A system of special resolution that is not by simple majority;
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-
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Shares of stock with multiple votes;
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-
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A takeover defense strategy that has not been approved by a resolution of a
general meeting of shares;
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-
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No clause for exceptions exists in the event that there are competing
candidates, even though a system of majority resolution has been introduced for the
election of directors;
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-
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An unreasonable restriction is imposed on the authority of shareholders to
convene an extraordinary general meeting of shareholders; or
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-
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An unreasonable restriction is imposed on the shareholders right to seek
approval or disapproval on the part of shareholders by means of a letter of consent by
shareholders;
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-
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In principle we will oppose or withhold approval of all candidates for
reelection as directors in the event that a dead hand or similar provision is included
in a poison pill, until this provision is abolished.
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-
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In principle we will oppose or withhold approval of all candidates for
reelection as directors in the event of introducing a new poison pill with an
effective duration of 12 months or more (a long-term pill), or any renewal of a poison
pill including a short-term pill with an effective period of less than 12 months, by
the board of directors without the approval of a general meeting of shareholders.
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Nevertheless we will in principle vote in favor of all candidates for reelection as
directors in the event of a new introduction if a commitment is made by binding
resolution to seek approval of the new introduction at a general meeting of
shareholders.
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-
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In principle we will oppose or withhold approval of all candidates for
reelection as directors in the event that a significant amendment to the disadvantage
of shareholders is added to a poison pill, by the board of directors without the
approval of a general meeting of shareholders.
|
E-75
(5) Business Performance of a Company
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We will consider opposing or withholding a candidate for reelection as a
director in the event that business performance of the relevant company during the term in
office of the candidate experienced a deficit in three consecutive periods and no
dividends were paid.
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We will consider opposing or withholding candidate for reelection as a
director in the event that business performance of the relevant company during the term in
office of the candidate was inferior when compared to others in the same industry.
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(6) Antisocial Activities on the Part of the Company
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In principle we will oppose or withhold a candidate for reelection as a
director in the event that during the term in office of the candidate a corporate scandal
occurred that had a significant impact on society and caused or could cause damage to of
shareholder value.
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In principle we will oppose or withhold approval of a candidate for reelection
as a director who was a member of the audit committee, if inappropriate accounting
practices occurred at the relevant company such as window dressing, accounting treatment
that deviates from GAAP (generally accepted accounting principles), or a significant
omission in disclosure pursuant to Article 404 of the Sox Law.
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(7) Other
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In principle we will oppose or withhold a candidate for director in the event
that information concerning the relevant candidate has not been sufficiently disclosed.
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(8)
|
|
Amendment of the Number and Composition of Directors
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|
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|
A decision regarding a proposal concerning amendment of the number of
directors or the composition of the board of directors will be made by making a comparison
with the existing situation and considering, inter alia, the impact on the relevant
company and the economic interests of shareholders.
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-
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In principle we will vote in favor of a proposal to diversify the composition
of a board of directors.
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-
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In principle we will vote in favor of a proposal to fix the number of members
of a board of directors, except when it is determined that this is a takeover defense
strategy.
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-
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In principle we will oppose a proposal to make shareholder approval
unnecessary in connection with an amendment of the number of members or composition of
the board of directors.
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(9) Amendment of Qualification Requirements, Period of Service, or Extent of Liability of Directors
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|
A decision regarding a proposal concerning amendment of the required
qualifications of directors, their terms of office or scope of liabilities will be made by
making a comparison
|
E-76
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with the existing situation and considering, inter alia, the impact on the relevant company
and the economic interests of shareholders
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-
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In principle we will oppose a proposal requesting retention of a certain
number of a companys own shares as a condition of installation or continuation in
office of a director.
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-
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In principle we will oppose a proposal to restrict a term in office of a
director.
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-
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In principle we will oppose a proposal to institute normal retirement age of
directors.
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-
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In principle we will oppose a proposal to reduce the liabilities of a
director from liability in connection with financial damage as a result of a violation
of the fiduciary duties.
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(10) Amendment of the Procedural Method for Election of Directors
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We will decide on proposal concerning amendment of the procedural method of
electing directors will be made by making a comparison with the existing situation and
considering, inter alia, the reasonability of the amendment.
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In principle we will vote in favor of a proposal to require the approval of
the majority of the valid votes for an election of a director.
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In principle we will vote in favor of a proposal to prohibit the US style
voting system.
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3.
Election of Statutory Auditors
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A decision regarding a proposal in connection with electing a statutory
auditor shall be made by considering, inter alia, the independence and suitability of the
statutory auditor candidate.
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In principle we will oppose a candidate for reelection as a statutory auditor
in the event that significant concerns exist in an audit report that has been submitted or
audit proceedings.
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A person who is independent shall mean a person for whom there is no
relationship between the relevant company and the candidate for statutory auditor other
than that of being selected as a statutory auditor.
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4.
Election of Accounting Auditor
We will decide on proposals concerning the election of an accounting auditor by considering, inter
alia, the suitability of the candidate for accounting auditor, and the level of audit fees.
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In principle we will oppose a candidate for accounting auditor in the event
that the accounting auditor can be determined to have expressed an opinion that is not
accurate concerning the financial condition of the relevant company.
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In principle we will oppose in the event that a contract for non-auditing work
exists
|
E-77
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between the accounting auditor and the relevant company, and it is determined that the
non-auditing work can be found to present a conflict of interest with the auditing work.
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In principle we will oppose a candidate for accounting auditor in the event
that an excessive auditing fee is paid.
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In principle we will oppose a proposal requesting a change of accounting
auditor in the event that the reason for the change can be determined to be a result of a
difference in interpretation between the accounting auditor and the relevant company
regarding accounting policy.
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5.
Compensation of Directors, Statutory Auditors, Officers and Employees
(1) Compensation (Including Bonus)
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Proposals concerning compensation will be decided in consideration of, inter
alia, levels of compensation, business performance of the company, and the reasonability
of the framework.
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In principle we will vote in favor of a proposal to obtain approval of
compensation reports, except in the following cases:
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|
-
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A negative correlation appears to exist between the business performance of
the company and compensation.
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-
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A compensation framework or practice exists which presents an issue.
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In principle we will oppose a proposal to set an absolute level or maximum
compensation.
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In principle we will oppose a proposal to pay compensation only by granting
shares.
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(2) Stock Option Plan
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|
A proposal to introduce or amend a stock option plan will be decided in
consideration of, inter alia, the impact that introducing or amending the plan will have
on shareholder value and the rights of shareholders, as well as the level of compensation,
the scope of implementation and the reasonability of the plan.
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In principle we will oppose a proposal to reduce the exercise price of a stock
option plan.
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In principle we will vote in favor of a proposal to request that an amendment
of the exercise price of a stock option plan be made a matter for approval by the
shareholders.
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(3) Stock Purchase Plan
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A decision regarding a proposal requesting the introduction or amendment of a
stock purchase plan will be made in consideration of, inter alia, the impact that
introducing or amending the plan will have on shareholder value and the rights of
shareholders, the scope of implementation and the reasonability of the plan.
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(4) Retirement Bonus of Directors or Statutory Auditors
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A decision regarding a proposal in connection with awarding a retirement bonus
to a
|
E-78
|
|
|
director or a statutory auditor will be made in consideration of, inter alia, the extent of
the persons who are to be recipients, the existence or absence of antisocial activities in
the past on the part of the prospective recipients, the business performance of the
company, and the existence or absence of antisocial activities on the part of the company.
In principle we will oppose awarding a retirement bonus in the event that a significant
criminal act has been committed by the recipient during his or her term in office. Moreover
we will also consider opposing the awarding of a retirement bonus in the event that the
business performance of the relevant company during the term in office of the candidate
experienced a deficit in three consecutive periods and no dividends were paid or they were
inferior when compared to others in the same industry. In principle we will oppose awarding
a retirement bonus in the event that during the term in office of the recipient
inappropriate accounting practices occurred such as window dressing or accounting treatment
that deviates from generally accepted accounting principles or a significant omission in
disclosure, or a corporate scandal occurred, which had a significant impact on society and
caused or could cause damage to shareholder value.
|
6.
Equity Financing Policy
(1) Amendment of the Number of Authorized Shares
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A decision regarding a proposal requesting an increase in the number of
authorized shares of stock shall be made by considering, inter alia, the impact that
amending the number of authorized shares will have on shareholder value and the rights of
shareholders, as well as the reasonability of the amendment of the number of authorized
shares, and the impact on the listing of shares as well as on the continuity of the
company.
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In principle we will vote in favor of a proposal requesting an increase in the
number of authorized shares if it can be determined that unless an increase is made to the
number of authorized shares the company will be delisted or that there is a risk of a
significant impact on the continuity of the company.
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In principle we will oppose a proposal to increase the number of authorized
shares after the appearance of an acquirer.
|
(2) Issuing of New Shares
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|
In principle if the existing shareholders will be granted new share
subscription rights (pre-emptive purchase rights) we will vote in favor of a proposal to
issue new shares up to 100 percent of the number of shares issued and outstanding.
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If the existing shareholders will not be granted new share subscription rights
(pre-emptive purchase rights) we will in principle vote in favor of a proposal to issue
new shares up to 20 percent of the number of shares issued and outstanding.
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In principle we will oppose a proposal to issue new shares after an acquirer
has appeared.
|
E-79
(3) Acquisition or Reissue by a Company of Its Own Shares
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A decision regarding a proposal for a company to acquire or reissue its own
shares shall be made by considering, inter alia, its reasonability.
|
(4) Stock Split
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|
In principle we will vote in favor of a proposal involving a stock split.
|
(5) Consolidation of Shares (Reverse Split)
|
|
|
A decision regarding a proposal involving a consolidation of shares (reverse
split) shall be made by considering, inter alia, its reasonability.
|
(6) Reduction in Par Value of Shares
|
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|
In principle we will vote in favor of a proposal reducing the par value of
shares.
|
(7) Preferred Shares
|
|
|
A decision regarding a proposal in connection with creating new preferred
shares or amending the number of authorized preferred shares shall be made by considering,
inter alia, the existence or absence of voting rights, dividends, conversion or other
rights to be granted to the preferred shares as well as the reasonability of those rights.
|
|
-
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In principle we will oppose a proposal requesting the creation of new
preferred shares or increasing the authorized number of preferred shares, by way of a
blank power of attorney that does not specify the voting rights, dividends, conversion
or other rights.
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-
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In principle we will vote in favor of a proposal to create new preferred
shares or to increase the number of authorized preferred shares if the voting rights,
dividends, conversion and other rights are stipulated and these rights can be
determined to be reasonable.
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|
-
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In principle we will vote in favor of a proposal to make the issuing of
preferred shares a matter for approval by the shareholders.
|
(8) Classified Shares
|
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In principle we will oppose a proposal requesting the creation of new shares
with differing voting rights or increasing the authorized number of shares with differing
voting rights.
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|
In principle we will vote in favor of a proposal to convert to a capital
structure in which there is one vote per share.
|
(9) Issuing of Convertible Bonds
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|
|
A decision regarding a proposal to issue convertible bonds shall be made by
considering, inter alia, the number of shares into which the bonds are to be converted,
and the period to maturity of the bonds.
|
E-80
(10) Issuing of Non-Convertible Bonds, and Increasing a Borrowing Limit
|
|
|
A decision regarding a proposal to issue non-convertible bonds will be made by
considering, inter alia, the financial condition of the relevant company.
|
|
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|
A decision regarding a proposal to increase a borrowing limit shall be made by
considering, inter alia, the financial condition of the relevant company.
|
(11) Equitization of Debt
|
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|
A decision regarding a proposal requesting an amendment of the number of
authorized shares or issuing of shares of the company in relation to a debt restructuring
shall be made in consideration of, inter alia, the conditions of amending the number of
authorized shares or issuing shares of the company, the impact on shareholder value and on
the rights of shareholders, the reasonability thereof, as well as the impact on listing of
the shares and on the continuity of the company.
|
(12) Capital Reduction
|
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|
A decision regarding a proposal in connection with a capital reduction will be
made in consideration of, inter alia, the impact on shareholder value and on the rights of
shareholders, the reasonability of the capital reduction, as well as the impact on listing
of the shares and on the continuity of the company.
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In principle we will approve a proposal requesting a capital reduction in the
form of a standard accounting processing.
|
(13) Financing Plan
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|
A decision regarding a proposal in connection with a financing plan will be
made in consideration of, inter alia, the impact on shareholder value and on the rights of
shareholders, as well as the reasonability thereof, and the impact on the listing of
shares as well as on the continuity of the company.
|
|
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In principle we will vote in favor of a proposal requesting approval of a
financing plan.
|
(14) Capitalization of Reserves
|
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In principle we will vote in favor of a proposal requesting a capitalization
of reserves.
|
7.
Corporate Governance
(1) Amendment of Settlement Period
|
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|
In principle we will vote in favor of a proposal requesting an amendment of
the settlement period, except when it can be determined that the objective is to delay a
general meeting of shareholders.
|
E-81
(2) Amendment of Articles of Incorporation
|
|
|
A decision regarding a proposal in connection with an amendment of the
articles of incorporation will be made in consideration of, inter alia, the impact on
shareholder value and the rights of shareholders as well as the necessity and the
reasonability of amending the articles of incorporation.
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|
-
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|
In principle we will vote in favor of a proposal to amend the articles of
incorporation if amendment of the articles of incorporation is necessary by law.
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|
-
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In principle we will oppose a proposal to amend the articles of incorporation
if it can be determined that there is a risk that the rights of shareholders will be
infringed or a risk that a reduction in shareholder value will occur as a result of
the relevant amendment.
|
(3) Amendment of the Quorum of a General Meeting of Shareholders
|
|
|
A decision regarding a proposal in connection with amending the quorum of a
general meeting of shareholders and a special resolution of a general shareholders meeting
will be made in consideration of, inter alia, the impact on shareholder value and on the
rights of shareholders as well as the customs of the region or country.
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|
-
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In principle we will oppose a proposal to reduce the quorum of a general
meeting of shareholders.
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|
-
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In principle we will oppose a proposal to reduce the quorum of a special
resolution.
|
(4) Omnibus Proposal of a General Meeting of Shareholders
|
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|
In principle we will oppose an omnibus proposal at a general meeting of
shareholders if the entire proposal will not be in the best interests of shareholders.
|
(5) Other
(Anonymous Voting)
|
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|
In principle we will vote in favor of a proposal requesting anonymous voting,
an independent vote counter, an independent inspector, and separate disclosure of the
results of voting on a resolution of a general meeting of shareholders.
|
(Authority to Postpone General Meetings of Shareholders)
|
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|
In principle we will oppose a proposal requesting to grant to a company the
authority to postpone a general meeting of shareholders.
|
(Requirement of Super Majority Approval)
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In principle we will vote in favor of a proposal requesting a relaxation or
abolishment of the requirement for a super majority.
|
E-82
8.
Corporate Behavior
(1) Amendment of Tradename or Location of Corporate Registration
|
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In principle we will vote in favor of a proposal requesting amendment of a
tradename.
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In principle we will vote in favor of a proposal requesting amendment of a
location of corporate registration.
|
(2) Corporate Restructuring
A decision regarding a proposal in connection with a merger, acquisition, assignment or acquisition
of business, company split (spin-off), sale of assets, being acquired, corporate liquidation or
other corporate restructuring will be made in consideration of, inter alia, the respective impact
on shareholder value and on the rights of shareholders, the impact on the financial condition and
on the business performance of the relevant company, as well as the reasonability thereof, and the
impact on the listing of shares and on the continuity of the company.
|
|
|
A decision regarding a proposal in connection with a corporate reorganization
as set forth below will be made in consideration of, inter alia, the respective impact on
shareholder value and on the rights of shareholders, the impact on the financial condition
and on the business performance of the relevant company, as well as the reasonability
thereof, and the impact on the listing of shares as well as on the continuity of the
company:
|
Merger or acquisition;
Assignment or acquisition of business;
Company split (spin-off);
Sale of assets;
Being acquired; or
Liquidation.
(3) Proxy Contest
|
|
|
A decision regarding a proposal in connection with election of a director from
among opposing candidates will be made in consideration of the independence, suitability,
existence or absence of any antisocial activities in the past on the part of a candidate
for director, the actions in corporate governance, accountability the business performance
of the company, the existence or absence of antisocial activities of the company, and the
background to the proxy contest.
|
|
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|
A person who is considered to be independent shall mean a person for whom
there is no relationship between the relevant company and the candidate for director other
than that of being selected as a candidate director of the relevant company.
|
E-83
(4) Defense Strategy in Proxy Contest
|
|
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Staggered Board
|
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|
In principle we will oppose a proposal requesting the introduction of staggered board of
directors:
|
|
-
|
|
In principle we will oppose a proposal requesting the introduction of a
staggered board of directors.
|
|
-
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|
In principle we will vote in favor of a proposal requesting that the terms in
office of directors be one year.
|
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Authority to Dismiss Directors
|
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|
In principle we will oppose a proposal requesting more stringent requirements for the
shareholders to be able to dismiss a director.
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|
-
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In principle we will vote in favor of a proposal to introduce cumulative
voting in connection with the election of directors. However, in principle we will
oppose a proposal which a majority of valid votes is required to elect a director
except in the event that shareholders are able to write-in their own candidate in the
convening notice or ballot of the company and the number of candidates exceeds a
prescribed number.
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-
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In principle we will oppose a proposal requesting the abolition of cumulative
voting in connection with the election of directors.
|
|
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Authority to Call an Extraordinary General Meeting of Shareholders
|
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-
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|
In principle we will vote in favor of a proposal requesting a right of
shareholders to call an extraordinary general meeting of shareholders.
|
|
-
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|
In principle we will vote in favor of a proposal to abolish restrictions on
the right of shareholders to call an extraordinary general meeting of shareholders.
|
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-
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|
In principle we will oppose a proposal to restrict or prohibit the right of
shareholders to call an extraordinary general meeting of shareholders.
|
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Letter of Consent Seeking Approval or Disapproval from Shareholders
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-
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In principle we will vote in favor of a proposal requesting that shareholders
have the right to seek approval or disapproval on the part of shareholders by means of
a letter of consent.
|
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-
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|
In principle we will vote in favor of a proposal to abolish restrictions on
the right of shareholders to seek approval or disapproval on the part of shareholders
by means of a letter of consent.
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|
-
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|
In principle we will oppose a proposal to restrict or prohibit the right of
shareholders to seek approval or disapproval on the part of shareholders by means of a
letter of consent.
|
E-84
(5) Takeover Defense Strategies
|
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Rights Plan (Poison Pill)
|
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|
|
A decision regarding a proposal in connection with introducing a rights plan (poison pill)
will be made in consideration of, inter alia, the triggering conditions, the effective
period, the conditions of disclosure of content, the composition of directors of the
relevant company, and the status of introducing other takeover defense strategies.
|
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Fair Price Conditions
|
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|
A decision regarding a proposal in connection with introducing fair price conditions will
be made in consideration of, inter alia, the triggering conditions, the decision-making
process for triggering, and the reasonability of the plan.
|
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-
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|
In principle we will vote in favor of a proposal requesting the introduction
of fair price conditions, provided that the following is satisfied.
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-
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|
At the time of triggering the fair price provision, the approval of a
majority or not more than a majority of shareholders without a direct interest in the
acquisition is to be sought
|
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-
|
|
In principle we will vote in favor of a proposal to reduce the number of
approvals by shareholders that is necessary to trigger fair price provision.
|
|
|
|
Anti-Greenmail Provision
|
|
|
|
|
A decision regarding a proposal in connection with introducing an anti-greenmail provision
will be made in consideration of, inter alia, the triggering conditions, the
decision-making process for triggering, and the reasonability of the plan.
|
|
-
|
|
In principle we will vote in favor of a proposal requesting the introduction
of anti-greenmail provisions, provided that all of the following standards are
satisfied:
|
|
-
|
|
The definition of greenmail is clear
|
|
-
|
|
If a buyback offer is to be made to a person who holds a large number of
shares, that the buy-back offer will be made to all shareholders, or confirmation will
be made that shareholders who do not have a direct interest in the takeover do not
oppose the buyback offer to the person who holds a large number of shares.
|
|
-
|
|
No clause is included which would restrict the rights of shareholders, such
as measures to deter being bought out.
|
|
|
|
Golden Parachute and Tin Parachute Conditions
|
|
|
|
|
A decision regarding a proposal in connection with introducing a golden parachute or a tin
parachute will be made in consideration of, inter alia, the triggering conditions, the
decision-making process for triggering, the level of compensation to be provided and the
|
E-85
|
|
|
reasonability of the plan.
|
|
-
|
|
In principle we will vote in favor of a proposal to introduce or amend
a golden parachute or a tin parachute if all of the following criteria are
satisfied:
|
|
-
|
|
The triggering of the golden parachute or the tin parachute will be
determined by an independent committee.
|
|
|
-
|
|
The payable compensation shall be no more than three times the
employment compensation payable for a year.
|
|
|
-
|
|
Payment of compensation shall be made after the transfer of control.
|
|
|
|
Classified Shares
|
|
|
|
|
In principle we will oppose a proposal in connection with creating new classified shares
with multiple voting rights.
|
|
|
|
|
A decision regarding a proposal in connection with creating new classified shares with no
voting rights or less voting rights will be made in consideration of, inter alia, the terms
of the classified shares.
|
|
-
|
|
In principle we will oppose a proposal to create classified shares with
multiple voting rights.
|
|
-
|
|
In principle we will vote in favor of a proposal to create new classified
shares with no voting rights or less voting rights if all of the following conditions
are satisfied.
|
|
-
|
|
The objective of creating the new classified shares is to obtain
financing while minimizing the dilution of the existing shareholders.
|
|
-
|
|
The creation of the new classified shares does not have an
objective of protecting the voting rights of shareholders that have a direct
interest in a takeover or of major shareholders.
|
|
|
|
Issuing New Shares to a White Squire or a White Knight
|
|
|
|
|
A decision regarding a proposal in connection with issuing shares to a white squire or a
white knight will be made in consideration of, inter alia, the conditions of issuing the
shares.
|
|
|
|
Relaxation of Requirements to Amend the Articles of Incorporation or Company
Regulations
|
|
|
|
|
A decision regarding a proposal to relax the requirements to amend the articles of
incorporation or company regulations will be made in consideration of, inter alia, the
impact on shareholder value and the rights of shareholders.
|
E-86
|
|
|
Relaxation of Requirements for Approval of a Merger
|
|
|
|
|
A decision regarding a proposal to relax the requirements to approve a merger will be made
in consideration of, inter alia, the impact on shareholder value and on the rights of
shareholders.
|
|
|
|
Introduction or Amendment of Takeover Defense Strategy
|
|
|
|
|
In principle we will oppose a proposal in connection with introducing or amending a
takeover defense strategy that will reduce shareholder value or infringe the rights of
shareholders.
|
9.
Social, Environmental and Political Problems
A decision regarding a proposal in connection with a social, environmental or political problems
will be made in consideration of, inter alia, the impact that the actions on the part of the
company will have on shareholder value and the rights of shareholders, the impact on the financial
condition and the business performance of the company, the reasonability of these actions, and the
impact on the listing of shares as well as on the continuity of the company.
10.
Information Disclosure
|
|
|
In principle we will oppose a proposal for which sufficient information is not
disclosed for the purpose of making a voting decision.
|
|
|
|
In principle we will vote in favor of a proposal to increase information
disclosure, if all of the following criteria are satisfied.
|
|
-
|
|
The information will be beneficial to shareholders.
|
|
|
-
|
|
The time and expense required for the information disclosure will be minimal.
|
11.
Other
(1) Directors
|
|
|
Ex Post Facto Approval of Actions by Directors and Executive Officers
|
|
|
|
|
In principle we will vote in favor of a proposal requesting ex post facto approval of an
action taken by the directors or executive officers as long as there are no material
concerns such as having committed an act in violation of fiduciary duties.
|
|
|
|
Separation of Chairman of the Board of Directors and CEO
|
|
-
|
|
In principle we will vote in favor of a proposal to have a director who is
independent from the relevant company serve as the chairman of the board of directors
as long as there are not sufficient reasons to oppose the proposal, such as the
existence of a corporate governance organization that will counter a CEO who is also
serving as chairman.
|
E-87
|
-
|
|
A person considered to be independent shall mean a person for whom there is
no relationship between the relevant company and the director other than that of being
selected as a director.
|
|
|
|
Independence of Board of Directors
|
|
-
|
|
In principle we will vote in favor of a proposal to have directors who are
independent from the relevant company account for at least a majority or more than
two-thirds of the members of the board of directors.
|
|
-
|
|
In principle we will vote in favor of a proposal that the audit committee,
compensation committee and nominating committee of the board of directors shall be
composed solely of independent directors.
|
|
-
|
|
A person considered to be independent shall mean a person for whom there is
no relationship between the relevant company and the director other than that of being
selected as a director.
|
(2) Statutory Auditors
|
|
|
Ex Post Facto Approval of Actions by Statutory Auditors
|
|
|
|
|
In principle we will vote in favor of a proposal requesting ex post facto approval of an
action taken by a statutory auditor as long as there are no material concerns such as
having committed an act in violation of fiduciary duties.
|
|
|
|
Attendance by a Statutory Auditor at a General Meeting of Shareholders
|
|
|
|
|
In principle we will vote in favor of a proposal requesting that a statutory auditor attend
a general meeting of shareholders.
|
(3) Accounting Auditor
|
|
|
Fees of an accounting auditor
|
|
-
|
|
In principle we will vote in favor of a proposal requesting that the decision
on the fees of an accounting auditor is left up to the discretion of the board of
directors.
|
|
-
|
|
In principle we will oppose a proposal to reduce or waive the liability of an
accounting auditor.
|
|
|
|
Selection of the Accounting Auditor by a General Meeting of Shareholders
|
|
-
|
|
In principle we will vote in favor of a proposal to make the selection of an
accounting auditor a matter for resolution by a general meeting of shareholders.
|
E-88
12.
Conflicts of Interest
We will abstain from exercising shareholder voting rights in a company that would constitute a
conflict of interest.
The following company is determined to be a company that would constitute a conflict of interest:
13.
Shareholder Proposals
A decision regarding shareholders proposals will be made in accordance with the Guideline along
with companys proposal, however, will be considered on the basis of proposed individual items.
E-89
APPENDIX F
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES
To the best knowledge of the Trust, the names and addresses of the record and beneficial
holders of 5% or more of the outstanding shares of each class of the Trusts equity securities and
the percentage of the outstanding shares held by such holders are set forth below. Unless
otherwise indicated below, the Trust has no knowledge as to whether all or any portion of the
shares owned of record are also owned beneficially.
A shareholder who owns beneficially 25% or more of the outstanding securities of a Fund is
presumed to control that Fund as defined in the 1940 Act. Such control may affect the voting
rights of other shareholders.
All information listed below is as of June 15, 2012.
Invesco Tax-Exempt Cash Fund
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A
|
|
Class Y
|
|
Investor Class
|
|
|
Shares
|
|
Shares
|
|
Shares
|
|
|
Percentage
|
|
Percentage
|
|
Percentage
|
Name and Address of
|
|
Owned of
|
|
Owned of
|
|
Owned of
|
Principal Holder
|
|
Record
|
|
Record
|
|
Record
|
BNY Mellon Investment Servicing Inc
FBO Primerica Financial Services
760 Moore Rd
King of Prussa, PA 19406-1212
|
|
|
16.78
|
%
|
|
|
__
|
|
|
|
__
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CFP Holdings Ltd Partnership
Attn: Gary Crum
11 E. Greenway Plaza, Suite 1919
Houston, TX 77046-1103
|
|
|
__
|
|
|
|
20.98
|
%
|
|
|
__
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
David R Graham TTEE
The Graham 1994 Childrens Trust
Dtd 09/06/1994
FBO Whitney Laurel Graham UA
PO BOX 1063
Houston, TX 77251-1063
|
|
|
__
|
|
|
|
9.31
|
%
|
|
|
__
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Edward D Jones & CO
ATTN: Mutual Fund
Shareholder Accounting
201 Progress Pkwy
Maryland Hts, MO 63043-3009
|
|
|
7.00
|
%
|
|
|
__
|
|
|
|
__
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ENT Surgical Assoc of Cntrl GA
Daniel Toland
106 Country Ln
Kathleen, GA 31047-2541
|
|
|
__
|
|
|
|
__
|
|
|
|
7.86
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First Clearing, LLC
Special Custody Acct for the
Exclusive Benefit of Customer
2801 Market St.
St. Louis, MO 63103-2523
|
|
|
20.20
|
%
|
|
|
__
|
|
|
|
__
|
|
F-1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A
|
|
Class Y
|
|
Investor Class
|
|
|
Shares
|
|
Shares
|
|
Shares
|
|
|
Percentage
|
|
Percentage
|
|
Percentage
|
Name and Address of
|
|
Owned of
|
|
Owned of
|
|
Owned of
|
Principal Holder
|
|
Record
|
|
Record
|
|
Record
|
Gary Crum or Sylvie Crum TTEES
CFP Revocable Trust
UA DTD 01/29/2009
11 Greenway Plaza Suite 2600
Houston, TX 77046-1100
|
|
|
__
|
|
|
|
16.46
|
%
|
|
|
__
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pershing LLC
1 Pershing Plaza
Jersey City, NJ 07399-0001
|
|
|
5.74
|
%
|
|
|
__
|
|
|
|
__
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Robert Hart Graham
1987 Childrens Trust FBO
Spencer Ralph Graham
David R Graham TTEE
P.O. Box 1063
Houston, TX 77251-1063
|
|
|
__
|
|
|
|
7.61
|
%
|
|
|
__
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Serapis Ltd.
Robert H. Graham
Managing General Partner
P. O. Box 1063
Houston, TX 77251-1063
|
|
|
__
|
|
|
|
7.63
|
%
|
|
|
__
|
|
Invesco Tax-Free Intermediate Fund
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A
|
|
Class A2
|
|
Class Y
|
|
Institutional
|
|
|
Shares
|
|
Shares
|
|
Shares
|
|
Class Shares
|
|
|
Percentage
|
|
Percentage
|
|
Percentage
|
|
Percentage
|
Name and Address of
|
|
Owned of
|
|
Owned of
|
|
Owned of
|
|
Owned of
|
Principal Holder
|
|
Record
|
|
Record
|
|
Record
|
|
Record
|
American Enterprise Investment Service
P.O. Box 9446
Minneapolis, MN 55440-9446
|
|
|
8.08
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
American Enterprise Investment Service
707 2
nd
Ave S
Minneapolis, MN 55402-2405
|
|
|
10.49
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First Clearing LLC
Special Custody Acct for
The Exclusive Benefit of Customer
2801 Market St.
Saint Louis, MO 63103-2523
|
|
|
15.20
|
%
|
|
|
|
|
|
|
25.14
|
%
|
|
|
11.10
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Merrill Lynch Pierce Fenner & Smith
4800 Deer Lake Dr. East 2
nd
Floor
Jacksonville, FL 32246-6484
|
|
|
|
|
|
|
|
|
|
|
29.66
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
National Financial Services Corp.
The Exclusive Benefit of Cust
One World Financial Center
Attn: Kate Recon
200 Liberty St 5
th
Floor
New York, NY 10281-5503
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13.78
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
National Financial Services LLC
For Exclusive Benefit of Customers
Mutual Funds
200 Liberty St. 1WFC
New York, NY 10281-1003
|
|
|
8.08
|
%
|
|
|
34.90
|
%
|
|
|
|
|
|
|
|
|
F-2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A
|
|
Class A2
|
|
Class Y
|
|
Institutional
|
|
|
Shares
|
|
Shares
|
|
Shares
|
|
Class Shares
|
|
|
Percentage
|
|
Percentage
|
|
Percentage
|
|
Percentage
|
Name and Address of
|
|
Owned of
|
|
Owned of
|
|
Owned of
|
|
Owned of
|
Principal Holder
|
|
Record
|
|
Record
|
|
Record
|
|
Record
|
Pershing LLC
1 Pershing Plaza
Jersey City, NJ 07303-2052
|
|
|
5.86
|
%
|
|
|
12.63
|
%
|
|
|
|
|
|
|
43.08
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Raymond James
Omnibus for Mutual Funds
Attn Courtney Waller
880 Carillon Pkwy
St. Petersburg, FL 33716-1102
|
|
|
5.14
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Royal Bank of Canada TTEE Limited &
Mark J Hausknect TTEES
MJH Jersey TR UA Dtd 08/21/2009
2322 Maroneal St.
Houston, TX 77030-3218
|
|
|
|
|
|
|
7.63
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Steph National & Co
Stephenson National Bank & TR
1820 Hall Ave
P.O. Box 137
Marinette, WI 54143-0137
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20.39
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
UBS WM USA
499 Washington Blvd FL 9
Jersey City, NJ 07310-2055
|
|
|
20.22
|
%
|
|
|
|
|
|
|
20.75
|
%
|
|
|
|
|
Management Ownership
As of June 15, 2012, the trustees and officers as a group owned less than 1% of the
outstanding shares of each class of each Fund.
F-3
APPENDIX G
MANAGEMENT FEES
For the fiscal years ended February 29, 2012 and February 28, 2011, the fiscal period April 1, 2009
to February 28, 2010 and the fiscal year ended March 31, 2009, the management fees payable by each
Fund, the amounts waived by Invesco and the net fees paid by each Fund were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
|
|
|
|
|
|
|
|
|
Net
|
|
|
|
|
|
|
|
|
|
Net
|
|
|
|
|
|
|
|
|
|
Net
|
|
|
|
|
|
|
|
|
|
Net
|
|
|
Management
|
|
Management
|
|
Management
|
|
Management
|
|
Management
|
|
Management
|
|
Management
|
|
Management
|
|
Management
|
|
Management
|
|
Management
|
|
Management
|
Fund Name
|
|
Fee Payable
|
|
Fee Waivers
|
|
Fee Paid
|
|
Fee Payable
|
|
Fee Waivers
|
|
Fee Paid
|
|
Fee Payable
|
|
Fee Waivers
|
|
Fee Paid
|
|
Fee Payable
|
|
Fee Waivers
|
|
Fee Paid
|
Invesco Tax-Exempt Cash Fund
|
|
$
|
206,276
|
|
|
$
|
(206,276
|
)
|
|
|
|
|
|
$
|
189,126
|
|
|
$
|
(189,126
|
)
|
|
|
|
|
|
$
|
146,829
|
|
|
$
|
(146,829
|
)
|
|
|
-0-
|
|
|
$
|
158,287
|
|
|
$
|
(17,206
|
)
|
|
$
|
141,081
|
|
Invesco Tax-Free Intermediate Fund
|
|
$
|
3,420,139
|
|
|
|
|
|
|
$
|
3,420,139
|
|
|
$
|
3,995,759
|
|
|
|
|
|
|
$
|
390,974
|
|
|
$
|
2,548,727
|
|
|
|
|
|
|
$
|
2,548,727
|
|
|
$
|
866,353
|
|
|
|
|
|
|
$
|
866,353
|
|
G-1
APPENDIX H
PORTFOLIO MANAGERS
Portfolio Manager Fund Holdings and Information on Other Managed Accounts
Invescos portfolio managers develop investment models which are used in connection with the
management of certain Invesco Funds as well as other mutual funds for which Invesco or an affiliate
acts as sub-adviser, other pooled investment vehicles that are not registered mutual funds, and
other accounts managed for organizations and individuals. The Investments chart reflects the
portfolio managers investments in the Funds that they manage. Accounts are grouped into three
categories: (i) investments made directly in the Fund, (ii) investments made in an Invesco pooled
investment vehicle with the same or similar objectives and strategies as the Fund, and (iii) any
investments made in any Invesco Fund or Invesco pooled investment vehicle. The Assets Managed
chart reflects information regarding accounts other than the Funds for which each portfolio manager
has day-to-day management responsibilities. Accounts are grouped into three categories: (i) other
registered investment companies, (ii) other pooled investment vehicles and (iii) other accounts.
To the extent that any of these accounts pay advisory fees that are based on account performance
(performance-based fees), information on those accounts is specifically broken out. In addition,
any assets denominated in foreign currencies have been converted into U.S. dollars using the
exchange rates as of the applicable date.
Investments
The following information is as of February 29, 2012:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dollar Range of
|
|
Dollar Range of all
|
|
|
Dollar Range of
|
|
Investments in Invesco
|
|
Investments in Funds
|
Portfolio
|
|
Investments in each
|
|
pooled investment
|
|
and Invesco pooled
|
Manager
|
|
Fund
1
|
|
vehicles
2
|
|
investment vehicles
|
Invesco Tax Free Intermediate Fund
|
Thomas Byron
|
|
None
|
|
|
N/A
|
|
|
$
|
100,001-$500,000
|
|
Robert Stryker
|
|
None
|
|
|
N/A
|
|
|
$
|
100,001-$500,000
|
|
Robert Wimmel
|
|
None
|
|
|
N/A
|
|
|
$
|
100,001-$500,000
|
|
Assets Managed
The following information is as of February 29, 2012:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Registered
|
|
Other Pooled
|
|
|
|
|
Investment Companies
|
|
Investment Vehicles
|
|
Other Accounts
|
|
|
Managed (assets in
|
|
Managed (assets in
|
|
Managed
|
|
|
millions)
|
|
millions)
|
|
(assets in millions)
|
|
|
Number
|
|
|
|
|
|
Number
|
|
|
|
|
|
Number
|
|
|
Portfolio
|
|
of
|
|
|
|
|
|
of
|
|
|
|
|
|
of
|
|
|
Manager
|
|
Accounts
|
|
Assets
|
|
Accounts
|
|
Assets
|
|
Accounts
|
|
Assets
|
Invesco Tax Free Intermediate Fund
|
Thomas Byron
|
|
|
30
|
|
|
$
|
13,183.1
|
|
|
None
|
|
None
|
|
None
|
|
None
|
Robert Stryker
|
|
|
30
|
|
|
$
|
13,183.1
|
|
|
None
|
|
None
|
|
None
|
|
None
|
Robert Wimmel
|
|
|
30
|
|
|
$
|
13,183.1
|
|
|
None
|
|
None
|
|
None
|
|
None
|
|
|
|
|
1
|
|
This column reflects investments in a
Funds shares beneficially owned by a portfolio manager (as determined in
accordance with Rule 16a-1(a) (2) under the Securities Exchange Act of 1934, as
amended). Beneficial ownership includes ownership by a portfolio managers
immediate family members sharing the same household.
|
|
|
|
2
|
|
This column reflects portfolio managers
investments made either directly or through a deferred compensation or a
similar plan in Invesco pooled investment vehicles with the same or similar
objectives and strategies as the Fund as of the most recent fiscal year end of
the Fund.
|
|
H-1
Potential Conflicts of Interest
Actual or apparent conflicts of interest may arise when a portfolio manager has day-to-day
management responsibilities with respect to more than one Fund or other account. More
specifically, portfolio managers who manage multiple Funds and/or other accounts may be presented
with one or more of the following potential conflicts:
|
Ø
|
|
The management of multiple Funds and/or other accounts may result in a
portfolio manager devoting unequal time and attention to the
management of each Fund and/or other account. The Adviser and each
Sub-Adviser seek to manage such competing interests for the time and
attention of portfolio managers by having portfolio managers focus on
a particular investment discipline. Most other accounts managed by a
portfolio manager are managed using the same investment models that
are used in connection with the management of the Funds.
|
|
|
|
Ø
|
|
If a portfolio manager identifies a limited investment opportunity
which may be suitable for more than one Fund or other account, a Fund
may not be able to take full advantage of that opportunity due to an
allocation of filled purchase or sale orders across all eligible Funds
and other accounts. To deal with these situations, the Adviser, each
Sub-Adviser and the Funds have adopted procedures for allocating
portfolio transactions across multiple accounts.
|
|
|
|
Ø
|
|
The Adviser and each Sub-Adviser determine which broker to use to
execute each order for securities transactions for the Funds,
consistent with its duty to seek best execution of the transaction.
However, for certain other accounts (such as mutual funds for which
Invesco or an affiliate acts as sub-adviser, other pooled investment
vehicles that are not registered mutual funds, and other accounts
managed for organizations and individuals), the Adviser and each
Sub-Adviser may be limited by the client with respect to the selection
of brokers or may be instructed to direct trades through a particular
broker. In these cases, trades for a Fund in a particular security
may be placed separately from, rather than aggregated with, such other
accounts. Having separate transactions with respect to a security may
temporarily affect the market price of the security or the execution
of the transaction, or both, to the possible detriment of the Fund or
other account(s) involved.
|
|
|
|
Ø
|
|
Finally, the appearance of a conflict of interest may arise where the
Adviser or Sub-Adviser has an incentive, such as a performance-based
management fee, which relates to the management of one Fund or account
but not all Funds and accounts for which a portfolio manager has
day-to-day management responsibilities.
|
|
H-2
The Adviser, each Sub-Adviser, and the Funds have adopted certain compliance procedures which
are designed to address these types of conflicts. However, there is no guarantee that such
procedures will detect each and every situation in which a conflict arises.
Description of Compensation Structure
For the Adviser and each affiliated Sub-Adviser
The Adviser and each Sub-Adviser seek to maintain a compensation program that is competitively
positioned to attract and retain high-caliber investment professionals. Portfolio managers receive
a base salary, an incentive bonus opportunity and an equity compensation opportunity. Portfolio
manager compensation is reviewed and may be modified each year as appropriate to reflect changes in
the market, as well as to adjust the factors used to determine bonuses to promote competitive Fund
performance. The Adviser and each Sub-Adviser evaluate competitive market compensation by reviewing
compensation survey results conducted by an independent third party of investment industry
compensation. Each portfolio managers compensation consists of the following three elements:
Base Salary.
Each portfolio manager is paid a base salary. In setting the base salary, the
Adviser and each Sub-Advisers intention is to be competitive in light of the particular portfolio
managers experience and responsibilities.
Annual Bonus.
The portfolio managers are eligible, along with other employees of the Adviser
and each Sub-Adviser, to participate in a discretionary year-end bonus pool. The Compensation
Committee of Invesco Ltd. reviews and approves the amount of the bonus pool available for the
Adviser and each of the Sub-Advisers investment centers. The Compensation Committee considers
investment performance and financial results in its review. In addition, while having no direct
impact on individual bonuses, assets under management are considered when determining the starting
bonus funding levels. Each portfolio manager is eligible to receive an annual cash bonus which is
based on quantitative (i.e. investment performance) and non-quantitative factors (which may
include, but are not limited to, individual performance, risk management and teamwork).
Each portfolio managers compensation is linked to the pre-tax investment performance of the
Funds/accounts managed by the portfolio manager as described in Table 1 below.
Table 1
|
|
|
Sub-Adviser
|
|
Performance time period
3
|
Invesco
4
Invesco Australia
4
Invesco Deutschland
|
|
One-, Three- and Five-year
performance against Fund peer
group.
|
|
|
|
Invesco Advisors- Invesco Real Estate
5
|
|
Not applicable
|
Invesco Senior Secured
4, 6
|
|
|
|
Invesco Canada
4
|
|
One-year performance against Fund
peer group.
|
|
|
|
|
3
|
|
Rolling time periods based on calendar year-end.
|
|
|
|
4
|
|
Portfolio Managers may be granted an annual deferral award that vests on a
pro-rata basis over a four year period and final payments are based on the
performance of eligible Funds selected by the portfolio manager at the time the award is granted.
|
|
|
|
5
|
|
Portfolio Managers for Invesco Global Real Estate Fund, Invesco Real Estate Fund,
Invesco Global Real Estate Income Fund and Invesco V.I. Global Real Estate Fund base their
bonus on new operating profits of the U.S. Real Estate Division of Invesco.
|
|
|
|
6
|
|
Invesco Senior Secureds bonus is based on annual measures of equity return and standard
tests of collateralization performance.
|
|
H-3
|
|
|
Sub-Adviser
|
|
Performance time period
1
|
|
|
Three- and Five-year performance
against entire universe of
Canadian funds.
|
|
Invesco Hong Kong
4
Invesco Asset Management
|
|
One-, Three- and Five-year
performance against Fund peer
group.
|
|
Invesco Japan
7
|
|
One-, Three- and Five-year
performance against the
appropriate Micropol benchmark.
|
High investment performance (against applicable peer group and/or benchmarks) would deliver
compensation generally associated with top pay in the industry (determined by reference to the
third-party provided compensation survey information) and poor investment performance (versus
applicable peer group) would result in low bonus compared to the applicable peer group or no bonus
at all. These decisions are reviewed and approved collectively by senior leadership which has
responsibility for executing the compensation approach across the organization.
Equity-Based Compensation.
Portfolio managers may be granted an annual deferral award that
allows them to select receipt of shares of certain Invesco Funds with a vesting period as well as
common shares and/or restricted shares of Invesco Ltd. stock from pools determined from time to
time by the Compensation Committee of Invesco Ltd.s Board of Directors. Awards of equity-based
compensation typically vest over time, so as to create incentives to retain key talent.
Portfolio managers also participate in benefit plans and programs available generally to all
employees
|
|
|
|
7
|
|
Portfolio Managers for Invesco Pacific Growth Funds compensation is based on the one-,
three- and five-year performance against the appropriate Micropol benchmark.
|
|
H-4
APPENDIX I
ADMINISTRATIVE SERVICES FEES
The Funds paid Invesco the following amounts for administrative services for the fiscal years
ended February 29, 2012 and February 28, 2011, the fiscal period April 1, 2009 through February 28,
2010 and the fiscal year ended March 31, 2009:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fund Name
|
|
2012
|
|
|
2011
|
|
|
2010
|
|
|
2009
|
|
Invesco Tax-Exempt Cash Fund
|
|
$
|
50,000
|
|
|
$
|
50,000
|
|
|
$
|
45,753
|
|
|
$
|
50,000
|
|
Invesco Tax-Free Intermediate Fund
|
|
|
337,066
|
|
|
|
390,974
|
|
|
|
241,631
|
|
|
|
91,270
|
|
I-1
APPENDIX J
BROKERAGE COMMISSIONS
During the fiscal years ended February 29, 2012 and February 28, 2011, the fiscal period April
1, 2009 through February 28, 2010 and the fiscal year ended March 31, 2009, the Funds did not pay
brokerage commissions.
J-1
APPENDIX K
DIRECTED BROKERAGE (RESEARCH SERVICES)
During the last fiscal year ended February 29, 2012, the Funds did not pay directed brokerage
commissions.
PURCHASES OF SECURITIES OF REGULAR BROKERS OR DEALERS
During the last fiscal year ended February 29, 2012, none of the Funds purchased securities of
their regular brokers or dealers.
K-1
APPENDIX L
PURCHASE, REDEMPTION AND PRICING OF SHARES
Class A2, A5, B, B5, C5 and R5 shares are closed to new investors. Only investors who have
continuously maintained an account in Class A2, A5, B5, C5 or R5 of a specific Fund may make
additional purchases into Class A2, A5, B5, C5 and R5, respectively, of such specific Fund so long
as such Fund is open to new investors. All references in the following Purchase, Redemption and
Pricing of Shares section of this SAI to Class A, B, C and R shares, shall include Class A2 and A5
(except Invesco Money Market Fund), Class B5, Class C5, and Class R5 shares, respectively, unless
otherwise noted. All references in the following Purchase, Redemption and Pricing of Shares
section of this SAI to Invesco Cash Reserve Shares of Invesco Money Market Fund, shall include
Class A5 shares of Invesco Money Market Fund, unless otherwise noted.
Transactions through Financial Intermediaries
If you are investing indirectly in an Invesco Fund through a financial intermediary such as a
broker-dealer, a bank (including a bank trust department), an insurance company separate account,
an investment adviser, an administrator or trustee of a retirement plan or a qualified tuition plan
or a sponsor of a fee-based program that maintains a master account (an omnibus account) with the
Invesco Fund for trading on behalf of its customers, different guidelines, conditions and
restrictions may apply than if you held your shares of the Invesco Fund directly. These
differences may include, but are not limited to: (i) different eligibility standards to purchase
and sell shares, different eligibility standards to invest in Funds with limited offering status
and different eligibility standards to exchange shares by telephone; (ii) different minimum and
maximum initial and subsequent purchase amounts; (iii) system inability to provide Letter of Intent
privileges; and (iv) different annual amounts (less than 12%) subject to withdrawal under a
Systematic Redemption Plan without being subject to a contingent deferred sales charge. The
financial intermediary through whom you are investing may also choose to adopt different exchange
and/or transfer limit guidelines and restrictions, including different trading restrictions
designed to discourage excessive or short-term trading.
If the financial intermediary is managing your account, you may also be charged a transaction
or other fee by such financial intermediary, including service fees for handling redemption
transactions. Consult with your financial intermediary (or, in the case of a retirement plan, your
plan sponsor) to determine what fees, guidelines, conditions and restrictions, including any of the
above, may be applicable to you.
Purchase and Redemption of Shares
Purchases of Class A shares, Class A2 shares of Invesco Limited Maturity Treasury Fund and
Invesco Tax-Free Intermediate Fund, Class A5 shares of Invesco Money Market Fund and Invesco
Balanced-Risk Retirement Funds and Invesco Cash Reserve Shares of Invesco Money Market Fund
Initial Sales Charges
.
Each Invesco Fund (other than Invesco Tax-Exempt Cash Fund)
is grouped into one of four categories to determine the applicable initial sales charge for its
Class A shares. The sales charge is used to compensate Invesco Distributors and participating
dealers for their expenses incurred in connection with the distribution of the Invesco Funds
shares. You may also be charged a transaction or other fee by the financial intermediary managing
your account.
Class A shares of Invesco Tax-Exempt Cash Fund and Invesco Cash Reserve Shares of Invesco
Money Market Fund are sold without an initial sales charge.
L-1
Category I Funds
Invesco Asia Pacific Growth Fund
Invesco Balanced-Risk Allocation Fund
Invesco Balanced-Risk Commodity Strategy Fund
Invesco Balanced-Risk Retirement 2020 Fund
Invesco Balanced-Risk Retirement 2030 Fund
Invesco Balanced-Risk Retirement 2040 Fund
Invesco Balanced-Risk Retirement 2050 Fund
Invesco Balanced-Risk Retirement Now Fund
Invesco Charter Fund
Invesco China Fund
Invesco Conservative Allocation Fund
Invesco Constellation Fund
Invesco Convertible Securities Fund
Invesco Developing Markets Fund
Invesco Diversified Dividend Fund
Invesco Dynamics Fund
Invesco Emerging Markets Equity Fund
Invesco Endeavor Fund
Invesco Energy Fund
Invesco Equally-Weighted S&P 500 Fund
Invesco European Growth Fund
Invesco European Small Company Fund
Invesco Global Core Equity Fund
Invesco Global Quantitative Core Fund
Invesco Global Growth Fund
Invesco Global Health Care Fund
Invesco Global Real Estate Fund
Invesco Global Real Estate Income Fund
Invesco Global Small & Mid Cap Growth Fund
Invesco Gold & Precious Metals Fund
Invesco Growth Allocation Fund
Invesco Income Allocation Fund
Invesco International Allocation Fund
Invesco International Core Equity Fund
Invesco International Growth Fund
Invesco International Small Company Fund
Invesco Leisure Fund
Invesco Mid Cap Core Equity Fund
Invesco Moderate Allocation Fund
Invesco Pacific Growth Fund
Invesco Premium Income Fund
Invesco Real Estate Fund
Invesco S&P 500 Index Fund
Invesco Small Cap Equity Fund
Invesco Small Cap Growth Fund
Invesco Small Companies Fund
Invesco Summit Fund
Invesco Technology Fund
Invesco Technology Sector Fund
Invesco U.S. Quantitative Core Fund
Invesco Utilities Fund
Invesco Van Kampen American Franchise Fund
Invesco Van Kampen American Value Fund
Invesco Van Kampen Comstock Fund
Invesco Van Kampen Equity and Income Fund
Invesco Van Kampen Growth and Income Fund
Invesco Van Kampen Leaders Fund
Invesco Van Kampen Mid Cap Growth Fund
Invesco Van Kampen Small Cap Growth Fund
Invesco Van Kampen Small Cap Value Fund
Invesco Van Kampen Value Opportunities Fund
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dealer
|
|
|
Investors Sales Charge
|
|
Concession
|
|
|
|
|
|
|
As a
|
|
As a
|
|
|
As a
|
|
Percentage
|
|
Percentage
|
|
|
Percentage
|
|
of the Net
|
|
of the Net
|
Amount of Investment in
|
|
of the Public
|
|
Amount
|
|
Amount
|
Single Transaction
|
|
Offering Price
|
|
Invested
|
|
Invested
|
Less than $50,000
|
|
|
5.50
|
%
|
|
|
5.82
|
%
|
|
|
5.00
|
%
|
$50,000 but less than $100,000
|
|
|
4.50
|
|
|
|
4.71
|
|
|
|
4.00
|
|
$100,000 but less than $250,000
|
|
|
3.50
|
|
|
|
3.63
|
|
|
|
3.00
|
|
$250,000 but less than $500,000
|
|
|
2.75
|
|
|
|
2.83
|
|
|
|
2.25
|
|
$500,000 but less than $1,000,000
|
|
|
2.00
|
|
|
|
2.04
|
|
|
|
1.75
|
|
L-2
Category
II Funds
Invesco California Tax-Free Income Fund
Invesco Core Plus Bond Fund
Invesco Emerging Market Local Currency Debt Fund
Invesco High Yield Fund
Invesco High Yield Securities Fund
Invesco International Total Return Fund
Invesco Municipal Bond Fund
Invesco U.S. Government Fund
Invesco Van Kampen Corporate Bond Fund
Invesco Van Kampen High Yield Municipal Fund
Invesco Van Kampen Intermediate Term Municipal Income Fund
Invesco Van Kampen Municipal Income Fund
Invesco Van Kampen New York Tax Free Income Fund
Invesco Van Kampen Pennsylvania Tax Free Income Fund
Invesco Van Kampen U.S. Mortgage Fund
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dealer
|
|
|
Investors Sales Charge
|
|
Concession
|
|
|
|
|
|
|
As a
|
|
As a
|
|
|
As a
|
|
Percentage
|
|
Percentage
|
|
|
Percentage
|
|
of the Net
|
|
of the Net
|
Amount of Investment in
|
|
of the Public
|
|
Amount
|
|
Amount
|
Single Transaction
|
|
Offering Price
|
|
Invested
|
|
Invested
|
Less than $50,000
|
|
|
4.75
|
%
|
|
|
4.99
|
%
|
|
|
4.25
|
%
|
$50,000 but less than $100,000
|
|
|
4.25
|
|
|
|
4.44
|
|
|
|
4.00
|
|
$100,000 but less than $250,000
|
|
|
3.50
|
|
|
|
3.63
|
|
|
|
3.25
|
|
$250,000 but less than $500,000
|
|
|
2.50
|
|
|
|
2.56
|
|
|
|
2.25
|
|
$500,000 but less than $1,000,000
|
|
|
2.00
|
|
|
|
2.04
|
|
|
|
1.75
|
|
Category III Funds
Invesco Limited Maturity Treasury Fund (Class A2 shares)
Invesco Tax-Free Intermediate Fund (Class A2 shares)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dealer
|
|
|
Investors Sales Charge
|
|
Concession
|
|
|
|
|
|
|
As a
|
|
As a
|
|
|
As a
|
|
Percentage
|
|
Percentage
|
|
|
Percentage
|
|
of the Net
|
|
of the Net
|
Amount of Investment in
|
|
of the Public
|
|
Amount
|
|
Amount
|
Single Transaction
|
|
Offering Price
|
|
Invested
|
|
Invested
|
Less than $100,000
|
|
|
1.00
|
%
|
|
|
1.01
|
%
|
|
|
0.75
|
%
|
$100,000 but less than $250,000
|
|
|
0.75
|
|
|
|
0.76
|
|
|
|
0.50
|
|
$250,000 but less than $1,000,000
|
|
|
0.50
|
|
|
|
0.50
|
|
|
|
0.40
|
|
As of the close of business on October 30, 2002, Class A2 shares of Invesco Limited Maturity
Treasury Fund and Invesco Tax-Free Intermediate Fund were closed to new investors. Current
investors must maintain a share balance in order to continue to make incremental purchases.
Effective February 1, 2010, Class A shares of Invesco Limited Maturity Treasury Fund and Invesco
Tax-Free Intermediate Fund are renamed Class A2 shares.
L-3
Category IV Funds
Invesco Floating Rate Fund
Invesco Limited Maturity Treasury Fund (Class A shares)
Invesco Short Term Bond Fund
Invesco Tax-Free Intermediate Fund (Class A shares)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dealer
|
|
|
Investors Sales Charge
|
|
Concession
|
|
|
|
|
|
|
As a
|
|
As a
|
|
|
As a
|
|
Percentage
|
|
Percentage
|
|
|
Percentage
|
|
of the Net
|
|
of the Net
|
Amount of Investment in
|
|
of the Public
|
|
Amount
|
|
Amount
|
Single Transaction
|
|
Offering Price
|
|
Invested
|
|
Invested
|
Less than $100,000
|
|
|
2.50
|
%
|
|
|
2.56
|
%
|
|
|
2.00
|
%
|
$100,000 but less than $250,000
|
|
|
1.75
|
|
|
|
1.78
|
|
|
|
1.50
|
|
$250,000 but less than $500,000
|
|
|
1.25
|
|
|
|
1.27
|
|
|
|
1.00
|
|
$500,000 but less than $1,000,000
|
|
|
1.00
|
|
|
|
1.01
|
|
|
|
1.00
|
|
Large Purchases of Class A Shares
.
Investors who purchase $1,000,000 or more of Class A
shares of Category I, II or IV Funds do not pay an initial sales charge. In addition, investors
who currently own Class A shares of Category I, II or IV Funds and make additional purchases that
result in account balances of $1,000,000 or more do not pay an initial sales charge on the
additional purchases. The additional purchases, as well as initial purchases of $1,000,000 or
more, are referred to as Large Purchases. If an investor makes a Large Purchase of Class A shares
of a Category I, II or IV Funds, each share will generally be subject to a 1.00% contingent
deferred sales charge (CDSC) if the investor redeems those shares within 18 months after purchase.
Invesco Distributors may pay a dealer concession and/or advance a service fee on Large
Purchases, as set forth below. Exchanges between the Invesco Funds may affect total compensation
paid.
Purchases of Class A Shares by Non-Retirement Plans
.
Invesco Distributors may make the
following payments to dealers of record for Large Purchases of Class A shares of Category I, II or
IV Funds by investors other than: (i) retirement plans that are maintained pursuant to Sections
401 and 457 of the Internal Revenue Code of 1986, as amended (the Code), and (ii) retirement plans
that are maintained pursuant to Section 403 of the Code if the employer or plan sponsor is a
tax-exempt organization operated pursuant to Section 501(c)(3) of the Code:
Percent of Purchases
1% of the first $2 million
plus 0.80% of the next $1 million
plus 0.50% of the next $17 million
plus 0.25% of amounts in excess of $20 million
If (i) the amount of any single purchase order plus (ii) the public offering price of all
other shares owned by the same customer submitting the purchase order on the day on which the
purchase order is received equals or exceeds $1,000,000, the purchase will be considered a jumbo
accumulation purchase. With regard to any individual jumbo accumulation purchase, Invesco
Distributors may make
L-4
payment to the dealer of record based on the cumulative total of jumbo accumulation purchases
made by the same customer over the life of his or her account(s).
If an investor made a Large Purchase of Class A shares of Invesco Limited Maturity Treasury
Fund or Invesco Tax-Free Intermediate Fund on and after October 31, 2002, and prior to February 1,
2010, and exchanges those shares for Class A shares of a Category I, II or IV Fund, Invesco
Distributors will pay 1.00% of such purchase as dealer compensation upon the exchange. The Class A
shares of the Category I, II or IV Fund received in exchange generally will be subject to a 1.00%
CDSC if the investor redeems such shares within 18 months from the date of exchange.
Purchases of Class A Shares by Certain Retirement Plans at NAV.
For purchases of Class A
shares of Category I, II and IV Funds, Invesco Distributors may make the following payments to
investment dealers or other financial service firms for sales of such shares at net asset value
(NAV) to certain retirement plans provided that the applicable dealer of record is able to
establish that the retirement plans purchase of such Class A shares is a new investment (as
defined below):
Percent of Purchases
0.50% of the first $20 million
plus 0.25% of amounts in excess of $20 million
This payment schedule will be applicable to purchases of Class A shares at NAV by the
following types of retirement plans: (i) all plans maintained pursuant to Sections 401 and 457 of
the Code, and (ii) plans maintained pursuant to Section 403 of the Code if the employer or plan
sponsor is a tax-exempt organization operated pursuant to Section 501(c)(3) of the Code.
A new investment means a purchase paid for with money that does not represent (i) the
proceeds of one or more redemptions of Invesco Fund shares, (ii) an exchange of Invesco Fund
shares, (iii) the repayment of one or more retirement plan loans that were funded through the
redemption of Invesco Fund shares, or (iv) money returned from another fund family. If Invesco
Distributors pays a dealer concession in connection with a plans purchase of Class A shares at
NAV, such shares may be subject to a CDSC of 1.00% of net assets for 12 months, commencing on the
date the plan first invests in Class A shares of an Invesco Fund. If the applicable dealer of
record is unable to establish that a plans purchase of Class A shares at NAV is a new investment,
Invesco Distributors will not pay a dealer concession in connection with such purchase and such
shares will not be subject to a CDSC.
With regard to any individual jumbo accumulation purchase, Invesco Distributors may make
payment to the dealer of record based on the cumulative total of jumbo accumulation purchases made
by the same plan over the life of the plans account(s).
Purchasers Qualifying For Reductions in Initial Sales Charges
.
As shown in the tables above,
purchases of certain amounts of Invesco Fund shares may reduce the initial sales charges. These
reductions are available to purchasers that meet the qualifications listed below. We will refer to
purchasers that meet these qualifications as Qualified Purchasers.
Definitions
As used herein, the terms below shall be defined as follows:
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Individual refers to a person, as well as his or her Spouse or Domestic
Partner and his or her Children;
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Spouse is the person to whom one is legally married under state law;
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L-5
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Domestic Partner is an adult with whom one shares a primary residence for at
least six-months, is in a relationship as a couple where one or each of them provides
personal or financial welfare of the other without a fee, is not related by blood and
is not married;
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Child or Children include a biological, adopted or foster son or daughter,
a Step-child, a legal ward or a Child of a person standing in
loco parentis
;
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Grandchild or Grandchildren include biological, adopted or foster son or
daughter, a Step-child, a legal ward or a Child of a Child of a person standing in
loco
parentis
;
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Parent is a persons biological or adoptive mother or father;
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Grandparent is a Parent of a persons biological or adoptive mother or
father;
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Step-child is the child of ones Spouse by a previous marriage or
relationship;
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Step-parent is the Spouse of a Childs Parent; and
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Immediate Family includes an Individual (including, as defined above, a
person, his or her Spouse or Domestic Partner and his or her Children or Grandchildren)
as well as his or her Parents, Step-parents and the Parents of Spouse or Domestic
Partner.
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Individuals
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an Individual (including his or her spouse or domestic partner, and children);
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a retirement plan established exclusively for the benefit of an Individual,
specifically including, but not limited to, a Traditional IRA, Roth IRA, SEP IRA,
SIMPLE IRA, Solo 401(k), money purchase plan, profit sharing plan, or a tax-sheltered
403(b)(7) custodial account; and
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a Coverdell Education Savings Account, maintained pursuant to Section 530 of
the Code (in either case, the account must be established by an Individual or have an
Individual named as the beneficiary thereof).
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Employer-Sponsored Retirement Plans
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a retirement plan maintained pursuant to Sections 401, 403 (only if the
employer or plan sponsor is a tax-exempt organization operated pursuant to Section
501(c)(3) of the Code), 408 (includes SEP, SARSEP and SIMPLE IRA plans) or 457 of the
Code, if:
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a.
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the employer or plan sponsor submits all contributions for all
participating employees in a single contribution transmittal (the Invesco Funds
will not accept separate contributions submitted with respect to individual
participants);
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b.
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each transmittal is accompanied by checks or wire transfers; and
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c.
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if the Invesco Funds are expected to carry separate accounts in the
names of each of the plan participants, (i) the employer or plan sponsor notifies
Invesco Distributors in writing that the separate accounts of all plan participants
should be linked, and (ii) all new participant accounts are established by
submitting an appropriate Account Application on behalf of each new participant
with the contribution transmittal.
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How to Qualify For Reductions in Initial Sales Charges
.
The following sections discuss
different ways that a Qualified Purchaser can qualify for a reduction in the initial sales charges
for purchases of Class A shares of the Invesco Funds.
Letters of Intent
A Qualified Purchaser may pay reduced initial sales charges by (i) indicating on the
Account Application that he, she or it intends to provide a Letter of Intent (LOI); and (ii)
subsequently fulfilling the conditions of that LOI. Employer-sponsored retirement plans, with the
exception of Solo 401(k) plans and SEP plans, are not eligible for a LOI.
The LOI confirms the total investment in shares of the Invesco Funds that the Qualified
Purchaser intends to make within the next 13 months. By marking the LOI section on the account
application and by signing the account application, the Qualified Purchaser indicates that he, she
or it understands and agrees to the terms of the LOI and is bound by the provisions described
below:
Calculating the Initial Sales Charge
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Each purchase of Fund shares normally subject to an initial sales charge made
during the 13-month period will be made at the public offering price applicable to a
single transaction of the total dollar amount indicated by the LOI (to determine what
the applicable public offering price is, look at the sales charge table in the section
on Initial Sales Charges above).
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It is the purchasers responsibility at the time of purchase to specify the
account numbers that should be considered in determining the appropriate sales charge.
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The offering price may be further reduced as described below under Rights of
Accumulation if Invesco Investment Services, Inc., the Invesco Funds transfer agent
(Transfer Agent) is advised of all other accounts at the time of the investment.
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Reinvestment of dividends and capital gains distributions acquired during the
13-month LOI period will not be applied to the LOI.
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Calculating the Number of Shares to be Purchased
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Purchases made and shares acquired through reinvestment of dividends and
capital gains distributions prior to the LOI effective date will be applied toward the
completion of the LOI based on the value of the shares calculated at the public
offering price on the effective date of the LOI.
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If a purchaser wishes to revise the LOI investment amount upward, he, she or it
may submit a written and signed request at any time prior to the completion of the
original LOI. This revision will not change the original expiration date.
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The Transfer Agent will process necessary adjustments upon the expiration or
completion date of the LOI.
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Fulfilling the Intended Investment
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By signing an LOI, a purchaser is not making a binding commitment to purchase
additional shares, but if purchases made within the 13-month period do not total the
amount specified, the purchaser generally will have to pay the increased amount of
sales charge.
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To assure compliance with the provisions of the 1940 Act, the Transfer Agent
will reserve, in escrow or similar arrangement, in the form of shares, an appropriate
dollar amount computed to the nearest full share) out of the initial purchase (or
subsequent purchases if necessary). All dividends and any capital gain distributions
on the escrowed shares will be credited to the purchaser. All shares purchased,
including those reserved, will be registered in the
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L-7
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purchasers name. If the total investment specified under this LOI is completed within
the 13-month period, the reserved shares will be promptly released, and additional
purchases will be subject to the appropriate breakpoint sales charge based on the
accounts current Right of Accumulation value.
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If the intended investment is not completed, the purchaser generally will pay
the Transfer Agent the difference between the sales charge on the specified amount and
the sales charge on the total amount actually purchased. If the purchaser does not pay
such difference within 20 days of the expiration date, the Transfer Agent will
surrender for redemption any or all shares, to make up such difference within 60 days
of the expiration date.
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Canceling the LOI
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If at any time before completing the LOI Program, the purchaser wishes to
cancel the agreement, he or she must give written notice to Invesco Distributors or its
designee.
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If at any time before completing the LOI Program the purchaser requests the
Transfer Agent to liquidate or transfer beneficial ownership of his total shares, the
LOI will be automatically canceled. If the total amount purchased is less than the
amount specified in the LOI, the Transfer Agent will redeem an appropriate number of
reserved shares equal to the difference between the sales charge actually paid and the
sales charge that would have been paid if the total purchases had been made at a single
time.
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Other Persons Eligible for the LOI Privilege
The LOI privilege is also available to holders of the Connecticut General Guaranteed Account,
established for tax qualified group annuities, for contracts purchased on or before June 30, 1992.
LOIs and Contingent Deferred Sales Charges
All LOIs to purchase $1,000,000 or more of Class A shares of Category I, II and IV
Funds are subject to an 18-month, 1% CDSC.
Rights of Accumulation
A Qualified Purchaser may also qualify for reduced initial sales charges based upon
his, her or its existing investment in shares of any of the Invesco Funds at the time of the
proposed purchase. To determine whether or not a reduced initial sales charge applies to a proposed
purchase, Invesco Distributors takes into account not only the money which is invested upon such
proposed purchase, but also the value of all shares of the Invesco Funds owned by such purchaser,
calculated at their then current public offering price.
If a purchaser qualifies for a reduced sales charge, the reduced sales charge applies to the
total amount
of money being invested, even if only a portion of that amount exceeds the breakpoint
for the reduced sales charge. For example, if a purchaser already owns qualifying shares of any
Invesco Fund with a value of $30,000 and wishes to invest an additional $30,000 in a Fund with a
maximum initial sales charge of 5.50%, the reduced initial sales charge of 4.50% will apply to the
full $30,000 purchase and not just to the $10,000 in excess of the $50,000 breakpoint.
To qualify for obtaining the discount applicable to a particular purchase, the purchaser or
his dealer must furnish the Transfer Agent with a list of the account numbers and the names in
which such accounts of the purchaser are registered at the time the purchase is made.
L-8
Rights of Accumulation are also available to holders of the Connecticut General Guaranteed
Account, established for tax-qualified group annuities, for contracts purchased on or before June
30, 1992.
If an investors new purchase of Class A shares of a Category I, II or IV Fund is at net asset
value, the newly purchased shares may be subject to a 1% CDSC if the investor redeems them prior to
the end of the 18 month holding period.
Other Requirements For Reductions in Initial Sales Charges
.
As discussed above, investors or
dealers seeking to qualify orders for a reduced initial sales charge must identify such orders and,
if necessary, support their qualification for the reduced charge. Invesco Distributors reserves
the right to determine whether any purchaser is entitled to the reduced sales charge based on the
definition of a Qualified Purchaser listed above. No person or entity may distribute shares of the
Invesco Funds without payment of the applicable sales charge other than to Qualified Purchasers.
Purchases of Class A shares of Invesco Tax-Exempt Cash Fund and Class A5 shares or Invesco
Cash Reserve Shares of Invesco Money Market Fund and Investor Class shares of any Invesco Fund will
not be taken into account in determining whether a purchase qualifies for a reduction in initial
sales charges.
Purchases of Class A Shares at Net Asset Value
.
Invesco Distributors permits certain
categories of persons to purchase Class A shares of Invesco Funds without paying an initial sales
charge. These are typically categories of persons whose transactions involve little expense, such
as persons who have a relationship with the Invesco Funds or with Invesco and certain programs for
purchase. It is the purchasers responsibility to notify Invesco Distributors or its designee of
any qualifying relationship at the time of purchase.
The following purchasers will not pay initial sales charges on purchases of Class A shares
because there is a reduced sales effort involved in sales to these purchasers:
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Any current, former or retired trustee, director, officer or employee (or
immediate family member of a current, former or retired trustee, director, officer or
employee) of any Invesco Fund or of Invesco Ltd. or any of its subsidiaries. This
includes any foundation, trust or employee benefit plan maintained by any of the
persons listed above;
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Any current or retired officer, director, or employee (and members of their
Immediate Family) of DST Systems, Inc. or Fiserv Output Solutions, a division of Fiserv
Solutions, Inc.;
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Any registered representative or employee of any intermediary who has an
agreement with Invesco Distributors to sell shares of the Invesco Funds (this includes
any members of their Immediate Family);
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Any investor who purchases their shares through an approved fee-based program
(this may include any type of account for which there is some alternative arrangement
made between the investor and the intermediary to provide for compensation of the
intermediary for services rendered in connection with the sale of the shares and
maintenance of the customer relationship);
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Any investor who purchases their shares with the proceeds of a rollover,
transfer or distribution from a retirement plan or individual retirement account for
which Invesco Distributors acts as the prototype sponsor to another retirement plan or
individual retirement account for which Invesco Distributors acts as the prototype
sponsor, to the extent that such proceeds are attributable to the redemption of shares
of a Fund held through the plan or account;
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L-9
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Employer-sponsored retirement plans (the Plan or Plans) that are Qualified
Purchasers, as defined above, provided that such Plans:
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a.
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have assets of at least $1 million; or
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b.
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have at least 100 employees eligible to participate in the Plan; or
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c.
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execute through a single omnibus account per Fund; further provided
that Plans maintained pursuant to Section 403(b) of the Code are not eligible to
purchase shares without paying an initial sales charge based on the aggregate
investment made by the Plan or the number of eligible employees unless the employer
or Plan sponsor is a tax-exempt organization operated pursuant to Section 501(c)(3)
of the Code;
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Grandfathered shareholders as follows:
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a.
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Shareholders of record of Advisor Class shares of AIM International
Growth Fund or AIM Worldwide Growth Fund on February 12, 1999 who have continuously
owned shares of the Invesco Funds;
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b.
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Shareholders of record of Class H, Class L, Class P and/or Class W of
applicable predecessor funds on May 28, 2010 who have continuously owned shares of
the corresponding Invesco Funds;
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c.
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Shareholders of record or discretionary advised clients of any
investment adviser holding shares of AIM Weingarten Fund or AIM Constellation Fund
on September 8, 1986, or of AIM Charter Fund on November 17, 1986, who have
continuously owned shares and who purchase additional shares of Invesco
Constellation Fund or Invesco Charter Fund, respectively;
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d.
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Unitholders of G/SET series unit investment trusts investing proceeds
from such trusts in shares of Invesco Constellation Fund; provided, however, prior
to the termination date of the trusts, a unitholder may invest proceeds from the
redemption or repurchase of his units only when the investment in shares of Invesco
Constellation Fund is effected within 30 days of the redemption or repurchase;
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e.
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A shareholder of a Fund that merges or consolidates with an Invesco
Fund or that sells its assets to an Invesco Fund in exchange for shares of an
Invesco Fund;
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f.
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Shareholders of the former GT Global funds as of April 30, 1987 who
since that date continually have owned shares of one or more of these funds;
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g.
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Certain former AMA Investment Advisers shareholders who became
shareholders of the AIM Global Health Care Fund in October 1989, and who have
continuously held shares in the GT Global funds since that time;
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h.
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Shareholders of record of Advisor Class shares of an Invesco Fund on
February 11, 2000 who have continuously owned shares of that Invesco Fund, and who
purchase additional shares of that Invesco Fund;
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i.
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Additional purchases of Class A shares by shareholders of record of
Class K shares on October 21, 2005 whose Class K shares were converted to Class A
shares;
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j.
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Shareholders of record of Class B shares of Invesco Global Dividend
Growth Securities Fund on May 20, 2011, who have continuously owned shares and who
purchase additional Class A shares of Invesco Global Core Equity Fund,
respectively; and
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k.
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Shareholders of record of Class B shares of Invesco Van Kampen Global
Equity Allocation Fund on May 20, 2011, who have continuously owned shares and who
purchase additional Class A shares of Invesco Global Core Equity Fund,
respectively.
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Any investor who maintains an account in Investor Class shares of a Fund (this
includes anyone listed in the registration of an account, such as a joint owner,
trustee or custodian, and members of their Immediate Family);
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L-10
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Insurance company separate accounts;
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Retirement plan established exclusively for the benefit of an individual
(specifically including, but not limited to, a Traditional IRA, Roth IRA, SEP IRA,
SIMPLE IRA, Solo 401(k), money purchase plan, profit sharing plan, or a tax-sheltered
403(b)(7) custodial account) if:
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a.
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such plan is funded by a rollover of assets from an Employer-Sponsored
Retirement Plan;
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b.
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the account being funded by such rollover is to be maintained by the
same trustee, custodian or administrator that maintained the plan from which the
rollover distribution funding such rollover originated, or an affiliate thereof;
and
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c.
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the dealer of record with respect to the account being funded by such
rollover is the same as the dealer of record with respect to the plan from which
the rollover distribution funding such rollover originated, or an affiliate
thereof.
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Transfers to IRAs that are attributable to Invesco Fund investments held in
403(b)(7)s, SIMPLEs, SEPs, SARSEPs, Traditional or Roth IRAs; and
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Rollovers from Invesco held 403(b)(7)s, 401(K)s, SEPs, SIMPLEs, SARSEPs, Money
Purchase Plans, and Profit Sharing Plans if the assets are transferred to an Invesco
IRA.
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In addition, an investor may acquire shares of any of the Invesco Funds at net asset value in
connection with:
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reinvesting dividends and distributions;
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exchanging shares of one Fund, that were previously assessed a sales charge,
for shares of another Fund; as more fully described in the Prospectus;
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the purchase of shares in connection with the repayment of a retirement plan
loan administered by Invesco Investment Services;
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as a result of a Funds merger, consolidation or acquisition of the assets of
another Fund;
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the purchase of Class A shares with proceeds from the redemption of Class B,
Class C or Class Y shares where the redemption and purchase are effectuated on the same
business day; or
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when buying Class A shares of Invesco Tax-Exempt Cash Fund.
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Unit investments trusts sponsored by Invesco Distributors or its affiliates.
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Unitholders of Invesco Van Kampen unit investment trusts that enrolled in the
reinvestment program prior to December 3, 2007 to reinvest distributions from such
trusts in Class A shares of the Invesco Funds. The Invesco Funds reserve the right to
modify or terminate this program at any time.
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Payments to Dealers
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Invesco Distributors may elect to re-allow the entire initial sales
charge to dealers for all sales with respect to which orders are placed with Invesco Distributors
during a particular period. Dealers to whom substantially the entire sales charge is re-allowed
may be deemed to be underwriters as that term is defined under the 1933 Act.
The financial adviser through which you purchase your shares may receive all or a portion of
the sales charges and Rule 12b-1 distribution fees discussed above. In this context, financial
advisers
include any broker, dealer, bank (including bank trust departments), insurance company
separate account, transfer agent, registered investment adviser, financial planner, retirement plan
administrator and any other financial intermediary having a selling, administration or similar
agreement with Invesco Distributors or one or more of its corporate affiliates (collectively, the
Invesco Distributors Affiliates). In
L-11
addition to those payments, Invesco Distributors Affiliates
may make additional cash payments to financial advisers in connection with the promotion and sale
of shares of the Invesco Funds. Invesco Distributors Affiliates make these payments from their own
resources, from Invesco Distributors retention of underwriting concessions and from payments to
Invesco Distributors under Rule 12b-1 plans. In the case of sub-accounting payments, discussed
below, Invesco Distributors Affiliates will be reimbursed directly by the Invesco Funds for such
payments. These additional cash payments are described below. The categories described below are
not mutually exclusive. The same financial adviser, or one or more of its affiliates, may receive
payments under more than one or all categories. Most financial advisers that sell shares of the
Invesco Funds receive one or more types of these cash payments. Financial advisers negotiate the
cash payments to be paid on an individual basis. Where services are provided, the costs of
providing the services and the overall package of services provided may vary from one financial
adviser to another. Invesco Distributors Affiliates do not make an independent assessment of the
cost of providing such services.
Certain financial advisers listed below received one or more types of the following payments
during the prior calendar year. This list is not necessarily current and will change over time.
Certain arrangements are still being negotiated, and there is a possibility that payments will be
made retroactively to financial advisers not listed below. Accordingly, please contact your
financial adviser to determine whether they currently may be receiving such payments and to obtain
further information regarding any such payments.
Financial Support Payments.
Invesco Distributors Affiliates make financial support payments
as incentives to certain financial advisers to promote and sell shares of Invesco Funds. The
benefits Invesco Distributors Affiliates receive when they make these payments include, among other
things, placing Invesco Funds on the financial advisers funds sales system, and access (in some
cases on a preferential basis over other competitors) to individual members of the financial
advisers sales force or to the financial advisers management. Financial support payments are
sometimes referred to as shelf space payments because the payments compensate the financial
adviser for including Invesco Funds in its Fund sales system (on its sales shelf). Invesco
Distributors Affiliates compensate financial advisers differently depending typically on the level
and/or type of considerations provided by the financial adviser. In addition, payments typically
apply only to retail sales, and may not apply to other types of sales or assets (such as sales to
retirement plans, qualified tuition programs, or fee based adviser programs some of which may
generate certain other payments described below).
The financial support payments Invesco Distributors Affiliates make may be calculated on sales
of shares of Invesco Funds (Sales-Based Payments), in which case the total amount of such payments
shall not exceed 0.25% of the public offering price of all such shares sold by the financial
adviser during the particular period. Such payments also may be calculated on the average daily
net assets of the applicable Invesco Funds attributable to that particular financial adviser
(Asset-Based Payments), in which case the total amount of such cash payments shall not exceed 0.25%
per annum of those assets during a defined period. Sales-Based Payments primarily create
incentives to make new sales of shares of Invesco Funds and Asset-Based Payments primarily create
incentives to retain previously sold shares of Invesco Funds in investor accounts. Invesco
Distributors Affiliates may pay a financial adviser either or both Sales-Based Payments and
Asset-Based Payments.
Sub-Accounting and Networking Support Payments.
Invesco Investment Services, an Invesco
Distributors Affiliate, acts as the transfer agent for the Invesco Funds, registering the transfer,
issuance and redemption of Invesco Fund shares, and disbursing dividends and other distributions to
Invesco Funds shareholders. However, many Invesco Fund shares are owned or held by financial
advisers, as that term is defined above, for the benefit of their customers. In those cases, the
Invesco Funds often do not maintain an account for the shareholder. Thus, some or all of the
transfer agency
functions for these accounts are performed by the financial adviser. In these situations,
Invesco Distributors Affiliates may make payments to financial advisers that sell Invesco Fund
shares for certain transfer agency services, including record keeping and sub-accounting
shareholder accounts. Payments for these services typically do not exceed 0.25% (for
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non-Institutional Class shares) or 0.10% (for Institutional Class shares) of average annual assets
of such share classes or $19 per annum per shareholder account (for non-Institutional Class shares
only). Invesco Distributors Affiliates also may make payments to certain financial advisers that
sell Invesco Fund shares in connection with client account maintenance support, statement
preparation and transaction processing. The types of payments that Invesco Distributors Affiliates
may make under this category include, among others, payment of networking fees of up to $12 per
shareholder account maintained on certain mutual fund trading systems.
All fees payable by Invesco Distributors Affiliates pursuant to a sub-transfer agency, omnibus
account service or sub-accounting agreement are charged back to the Invesco Funds, subject to
certain limitations approved by the Board of the Trust.
Other Cash Payments.
From time to time, Invesco Distributors Affiliates, at their expense and
out of their own resources, may provide additional compensation to financial advisers which sell or
arrange for the sale of shares of a Fund. Such compensation provided by Invesco Distributors
Affiliates may include payment of ticket charges per purchase or exchange order placed by a
financial adviser, one-time payments for ancillary services such as setting up funds on a financial
advisers mutual fund trading systems, financial assistance to financial advisers that enable
Invesco Distributors Affiliates to participate in and/or present at conferences or seminars, sales
or training programs for invited registered representatives and other employees, client
entertainment, client and investor events, and other financial adviser-sponsored events, and travel
expenses, including lodging incurred by registered representatives and other employees in
connection with client prospecting, retention and due diligence trips. Other compensation may be
offered to the extent not prohibited by state laws or any self-regulatory agency, such as the
Financial Industry Regulatory Authority (FINRA) (formerly, NASD, Inc.). Invesco Distributors
Affiliates make payments for entertainment events it deems appropriate, subject to Invesco
Distributors Affiliates guidelines and applicable law. These payments may vary depending upon the
nature of the event or the relationship.
Invesco Distributors Affiliates are motivated to make the payments described above because
they promote the sale of Invesco Fund shares and the retention of those investments by clients of
financial advisers. To the extent financial advisers sell more shares of Invesco Funds or retain
shares of Invesco Funds in their clients accounts, Invesco Distributors Affiliates benefit from
the incremental management and other fees paid to Invesco Distributors Affiliates by the Invesco
Funds with respect to those assets.
In certain cases these payments could be significant to the financial adviser. Your financial
adviser may charge you additional fees or commissions other than those disclosed in the prospectus.
You can ask your financial adviser about any payments it receives from Invesco Distributors
Affiliates or the Invesco Funds, as well as about fees and/or commissions it charges. You should
consult disclosures made by your financial adviser at the time of purchase.
Certain Financial Advisers that Receive One or More Types of Payments
1st Global Capital Corporation
ACS HR Solutions
1
st
Partners, Inc.
401k Exchange, Inc.
401k Producer Services
A G Edwards & Sons, Inc.
ADP Broker Dealer, Inc.
AIG Retirement
Advantage Capital Corporation
Advest Inc.
Allianz Life
Allstate
Alliance Benefit Group
American Enterprise Investment
American Portfolios Financial Services Inc.
American Skandia Life Assurance Corporation
American United Life Insurance Company
Ameriprise Financial Services Inc.
Ameritrade
Ascensus
Associated Securities Corporation
AXA Advisors, LLC
AXA Equitable
Baden Retirement Plan Services
The Bank of New York
Bank of America
Bank of Oklahoma
Barclays Capital Inc.
BCG Securities
Bear Stearns Securities Corp.
Bear Stearns and Co. Inc.
Benefit Plans Administrators
Benefit Trust Company
BMO Harris Bank NA
BNP Paribas
BOSC, Inc.
Branch Banking & Trust Company
Brinker Capital
Brown Brothers Harriman & Co.
Buck Kwasha Securities LLC
L-13
Cadaret Grant & Company, Inc.
Cambridge Investment Research, Inc.
Cantella & Co., Inc.
Capital One Investment Services LLC
Center for Due Diligence
Cantor Fitzgerald & Co.
Centennial Bank
Charles Schwab & Company, Inc.
Chase Insurance Life Annuity
Chase Citibank, N.A.
Citigroup Global Markets Inc.
Citi Smith Barney
Citibank NA
Citistreet
City National
Comerica Bank
Commerce Bank
Commonwealth Financial Network LPL
Community National Bank
Compass Bank
Compass Brokerage, Inc.
Contemporary Financial Solutions, Inc.
CPI Qualified Plan Consultants, Inc.
Credit Suisse Securities
Crowell Weedon & Co.
CUNA Brokerage Services, Inc.
CUSO Financial Services, Inc.
D.A. Davidson & Company
Daily Access Corporation
Davenport & Company LLC
David Lerner & Associates
Deutsche Bank Securities, Inc.
Digital Retirement Solutions
Diversified Investment Advisors
Dorsey & Company Inc.
Dyatech LLC
E*Trade Securities Inc
Edward Jones & Co.
Equitable Life
Equity Services, Inc.
ERISA Administrative Services Inc
Expertplan
Fidelity
Fifth Third Bank
Fifth Third Securities, Inc.
Financial Data Services Inc.
Financial Network Investment Corporation
Financial Planning Association
Financial Services Corporation
First Clearing Corp.
First Command Financial Planning, Inc.
First Financial Equity Corp.
First National Bank
First Southwest Company
Fringe Benefits Administrators Limited
Fringe Benefits Design
Frost Brokerage Services, Inc.
Frost National Bank
FSC Securities Corporation
Fund Services Advisors, Inc.
Gardner Michael Capital, Inc.
GE Capital Life Insurance Company of New York
GE Life & Annuity Company
Genworth
Genworth Financial Securities Corp.
Glenbrook Life and Annuity Company
Goldman, Sachs & Co.
Great West Life
Guaranty Bank & Trust
Guardian
GunnAllen Financial
GWFS Equities, Inc.
Hare and Company
Hartford
H.D. Vest
Hewitt Associates Inc
Hewitt Financial Services
Hightower Securities, LLC
Hilliard Lyons Inc
Hornor, Townsend & Kent, Inc.
Huntington Capital
Huntington National Bank
Huntington Investment Co
ICMA Retirement Corporation
ING
Ingham Group
Insured Retirement Institute
Intersecurities, Inc.
INVEST Financial Corporation, Inc.
Investacorp, Inc.
Investment Centers of America, Inc.
Jackson National Life
Janney Montgomery Scott Inc
Jefferson National Life Insurance Company
Jefferson Pilot Securities Corporation
J.M. Lummis Securities
John Hancock
JP Morgan
Kanaly Trust Company
Kaufmann and Goble Associates
Kemper
LaSalle Bank, N.A.
Legend Equities Corp
Legend Clearing Corp
Lincoln Financial
Lincoln Investment Planning
Lincoln National Life Insurance
Liquid Assets
Loop Capital Markets, LLC
LPL Financial Corp.
M & T Securities, Inc.
M M L Investors Services, Inc.
Marshall & Ilsley Trust Co., N.A.
Mass Mutual
Matrix
Mellon Bank N.A.
Mellon Financial
Mellon Financial Markets
Mercer Trust Company
Merrill Lynch
Metlife
Metropolitan Life
Meyer Financial Group, Inc.
Mid Atlantic Capital Corporation
Milliman Inc
Minnesota Lfe Insurance Co.
MMC Securities Corp
Money Concepts
Morgan Keegan & Company, Inc.
Morgan Stanley
MSCS Financial Services, LLC
Multi-Financial Securities Corporation
Municipal Capital Markets Group, Inc.
Mutual Service Corporation
Mutual Services, Inc.
N F P Securities, Inc.
NatCity Investments, Inc.
National Financial Services Corporation
National Integrity Life Insurance Co
National Planning Corporation
National Planning Holdings
National Retirement Partners Inc.
Nationwide
New York Life
Newport Retirement Services Inc
Next Financial Group, Inc.
NFP Securities Inc.
NRP Financial
Northeast Securities, Inc.
Northwest Plan Services Inc
Northwestern Mutual Investment Services
OFI Private Investments Inc
Ohio National
OneAmerica Financial Partners Inc.
Oppenheimer & Company, Inc.
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Oppenheimer Securities
Oppenheimer Trust Company
Pacific Life
Penn Mutual Life
Pen-Cal
Penson Financial Services
Peoples Securities Inc
Pershing LLC
PFS Investments, Inc.
Phoenix Life Insurance Company
Piper Jaffray
PJ Robb
Plains Capital Bank
Plan Administrators
Plan Member
Planco
PNC Bank, N.A.
PNC Capital Markets LLC
PNC Investments, LLC
Primevest Financial Services, Inc.
Princeton Retirement Group, Inc.
Principal Financial
Principal Life Insurance Company
Proequities, Inc.
Prudential
Qualified Benefit Consultants Inc
R B C Dain Rauscher, Inc.
RBC Wealth Management
Randall & Hurley Inc
Raymond James
Reassure America Life Insurance Co
Reliance Trust Company
Retirement Plan Company LLC
Ridge Clearing
Robert W. Baird & Co.
Ross Sinclair & Associates LLC
Royal Alliance Associates
Riversource (Ameriprise)
RSBCO
RSM McGladrey Inc
S I I Investments, Inc.
Safekeeping/Money Center Clearing
SagePoint Financial, Inc.
Salomon Smith Barney
Sanders Morris Harris
SCF Securities, Inc.
Scott & Stringfellow, Inc.
Securities America, Inc.
Security Benefit Life
Security Distributors Inc
Security Financial Resources
Securian Financial Services, Inc.
Security Distributors, Inc.
Sentra Securities
Signator Investors, Inc.
Silverton Capital, Corp.
Simmons First Investment Group, Inc.
Smith Barney Inc.
Smith Hayes Financial Services
Southwest Securities
Sovereign Bank
Spelman & Company
State Farm
State Street Bank & Trust Company
Sterne Agee & Leach
Stifel Nicolaus & Company
Summit Brokerage Servcies, Inc.
Summit Equities, Inc.
SunAmerica Retirement Markets, Inc
SunAmerica Securities, Inc.
SunGard
Sun Life
SunTrust
SunTrust Robinson Humphrey, Inc.
SWS Financial Services, Inc.
Symetra Investment Services Inc.
TD Ameritrade
TIAA-Cref
The (Wilson) William Financial Group
TFS Securities, Inc.
Tradetec Skyline
Transamerica Financial Advisors, Inc.
Transamerica Life
Transamerica Capital Inc.
Transamerica Treasury Curve, LLC
Trautmann Maher and Associates
Treasury Curve
Treasury Strategies
T Rowe Price
Trust Management Network, LLC
U.S. Bancorp
UBS Financial Services Inc.
UMB Financial Services, Inc.
Unified Fund Services Inc
Union Bank
Union Bank of California, N.A.
Union Central
United Planners Financial
USAA Investment Mgmt Co
USB Financial Services, Inc.
US Bank
U.S. Bank, N.A.
UVEST
USI Consulting Group
USI Securities, Inc.
The Vanguard Group
Vanguard Marketing Corp.
V S R Financial Services, Inc.
VALIC Financial Advisors, Inc.
VALIC Retirement Services Company
VLP Corporate Services
Vining Sparks IBG, LP
Wachovia Capital Markets, LLC
Wachovia
Waddell & Reed, Inc.
Wadsworth Investment Co., Inc.
Wall Street Financial Group, Inc.
Waterstone Financial Group, Inc.
Wedbush Morgan Securities Inc
Wells Fargo
Wilmington Trust Company
Woodbury Financial Services, Inc.
Woodstock Financial Group Inc
Zions First National Bank
L-15
Purchases of Class B Shares
New or additional investments in Class B shares are no longer permitted; but investors may pay
a CDSC if they redeem their shares within a specified number of years after purchase. See the
Prospectus for additional information regarding contingent deferred sales charges. Invesco
Distributors may pay sales commissions to dealers and institutions who sell Class B shares of the
Invesco Funds at the time of such sales. Payments are equal to 4.00% of the purchase price, which
generally consist of a sales commission equal to 3.75% plus an advance of the first year service
fee of 0.25%.
Purchases of Class C Shares
Class C shares are sold at net asset value, and are not subject to an initial sales
charge. Investors in Class C shares may pay a CDSC if they redeem their shares within the first
year after purchase (no CDSC applies to Class C shares of Invesco Short Term Bond Fund unless you
exchange shares of another Invesco Fund that are subject to a CDSC into Invesco Short Term Bond
Fund). See the Prospectus for additional information regarding this CDSC. Invesco Distributors
may pay sales commissions to dealers and institutions who sell Class C shares of the Invesco Funds
(except for Class C shares of Invesco Short Term Bond Fund) at the time of such sales. Payments
with respect to Invesco Funds other than Invesco Floating Rate Fund will equal 1.00% of the
purchase price and will consist of a sales commission of 0.75% plus an advance of the first year
service fee of 0.25%. Payments with respect to Invesco Floating Rate Fund will equal 0.75% of the
purchase price and will consist of a sales commission of 0.50% plus an advance of the first year
service fee of 0.25%. These commissions are not paid on sales to investors exempt from the CDSC,
including shareholders of record of AIM Advisor Funds, Inc. on April 30, 1995, who purchase
additional shares in any of the Invesco Funds on or after May 1, 1995, and in circumstances where
Invesco Distributors grants an exemption on particular transactions.
Payments with Regard to Converted Class K Shares
For Class A shares acquired by a former Class K shareholder (i) as a result of a
fund merger; or (ii) as a result of the conversion of Class K shares into Class A shares on October
21, 2005, Invesco Distributors will pay financial intermediaries 0.45% on such Class A shares as
follows: (i) 0.25% from the Class A shares Rule 12b-1 plan fees; and (ii) 0.20% from Invesco
Distributors own resources provided that, on an annualized basis for 2005 as of October 21, 2005,
the 0.20% exceeds $2,000 per year.
Purchase and Redemption of Class P Shares
Certain former investors in the AIM Summit Plans I and II may acquire Class P shares
at net asset value. Please see Invesco Summit Funds Prospectus for details.
Purchases of Class R Shares
Class R shares are sold at net asset value, and are not subject to an initial sales
charge. For purchases of Class R shares of Category I, II or IV Funds, Invesco Distributors may
make the following payments to dealers of record provided that the applicable dealer of record is
able to establish that the purchase of Class R shares is a new investment or a rollover from a
retirement plan in which an Invesco Fund was offered as an investment option:
Percent of Cumulative Purchases
0.75% of the first $5 million
plus 0.50% of amounts in excess of $5 million
L-16
With regard to any individual purchase of Class R shares, Invesco Distributors may make
payment to the dealer of record based on the cumulative total of purchases made by the same plan
over the life of the plans account(s).
Purchases of Class S Shares
Class S shares are limited to investors who purchase shares with the proceeds
received from a systematic contractual investment plan redemption within the 12-months prior to
purchasing Class S shares, and who purchase through an approved financial intermediary that has an
agreement with the distributor to sell Class S shares. Class S Shares are not otherwise sold to
members of the general public. An investor purchasing Class S shares will not pay an initial sales
charge. The investor will no longer be eligible to purchase additional Class S shares at that point
where the value of the contributions to the prior systematic contractual investment plan combined
with the subsequent Class S share contributions equals the face amount of what would have been the
investors systematic contractual investment plan under the 30-year investment option. The face
amount of a systematic contractual investment plan is the combined total of all scheduled monthly
investments under that plan. For a plan with a scheduled monthly investment of $100.00, the face
amount would have been $36,000.00 under the 30-year extended investment option. Class S shares
have a 12b-1 fee of 0.15%.
Purchases of Class Y Shares
Class Y shares are sold at net asset value, and are not subject to an initial sales charge or
to a CDSC. Please refer to the Prospectus for more information.
Purchases of Investor Class Shares
Investor Class shares are sold at net asset value, and are not subject to an initial sales
charge or to a CDSC. Invesco Distributors may pay dealers and institutions an annual service fee
of 0.25% of average daily net assets and such payments will commence immediately. The Investor
Class is closed to new investors.
Purchases of Institutional Class Shares
Institutional Class shares are sold at net asset value, and are not subject to an
initial sales charge or to a CDSC. Please refer to the Institutional Class Prospectus for more
information.
Exchanges
Terms and Conditions of Exchanges
.
Normally, shares of an Invesco Fund to be acquired by
exchange are purchased at their net asset value or applicable offering price, as the case may be,
determined on the date that such request is received, but under unusual market conditions such
purchases may be delayed for up to five business days if it is determined that a fund would be
materially disadvantaged by an immediate transfer of the proceeds of the exchange. If a
shareholder is exchanging into a Fund paying daily dividends, and the release of the exchange
proceeds is delayed for the foregoing five-day period, such shareholder will not begin to accrue
dividends until the sixth business day after the exchange.
Redemptions
General
.
Shares of the Invesco Funds may be redeemed directly through Invesco Distributors or
through any dealer who has entered into an agreement with Invesco Distributors. In addition to the
Funds obligation to redeem shares, Invesco Distributors may also repurchase shares as an
accommodation to shareholders. To effect a repurchase, those dealers who have executed Selected
Dealer Agreements with Invesco Distributors must phone orders to the order desk of the Funds at
(800) 959-4246 and guarantee delivery of all required documents in good order. A repurchase is
effected at the
L-17
net asset value per share of the applicable Fund next determined after the repurchase order is
received in good order. Such an arrangement is subject to timely receipt by Invesco Investment
Services, the Funds transfer agent, of all required documents in good order. If such documents
are not received within a reasonable time after the order is placed, the order is subject to
cancellation. While there is no charge imposed by a Fund or by Invesco Distributors (other than
any applicable contingent deferred sales charge) when shares are redeemed or repurchased, dealers
may charge a fair service fee for handling the transaction.
Suspension of Redemptions
.
The right of redemption may be suspended or the date of payment
postponed when (a) trading on the New York Stock Exchange (NYSE) is restricted, as determined by
applicable rules and regulations of the SEC, (b) the NYSE is closed for other than customary
weekend and holiday closings, (c) the SEC has by order permitted such suspension, or (d) an
emergency as determined by the SEC exists making disposition of portfolio securities or the
valuation of the net assets of Fund not reasonably practicable. With respect to Invesco Money
Market Fund, Invesco Tax-Exempt Cash Fund, Premier Portfolio, Premier Tax-Exempt Portfolio and
Premier U.S. Government Money Portfolio, in the event that the Board of Trustees, including a
majority of Trustees who are not interested persons of the Trust as defined in the 1940 Act,
determines that the extent of the deviation between the Funds amortized cost per share and its
current net asset value per share calculated using available market quotations (or an appropriate
substitute that reflects current market conditions) may result in material dilution or other unfair
results to the Funds investors or existing shareholders, and irrevocably has approved the
liquidation of the Fund, the Board of Trustees has the authority to suspend redemptions of the Fund
shares.
Systematic Redemption Plan.
A Systematic Redemption Plan permits a shareholder of an Invesco
Fund to withdraw on a regular basis at least $50 per withdrawal. At the time the withdrawal plan
is established, the total account value must be $5,000 or more. Under a Systematic Redemption Plan,
all shares are to be held by Invesco Investment Services. To provide funds for payments made under
the Systematic Redemption Plan, Invesco Investment Services redeems sufficient full and fractional
shares at their net asset value in effect at the time of each such redemption.
Payments under a Systematic Redemption Plan constitute taxable events. Because such payments
are funded by the redemption of shares, they may result in a return of capital and in capital gains
or losses, rather than in ordinary income. Also because sales charges are imposed on additional
purchases of Class A shares, it is disadvantageous to effect such purchases while a Systematic
Redemption Plan is in effect.
Each Invesco Fund bears its share of the cost of operating the Systematic Redemption Plan.
Contingent Deferred Sales Charges Imposed upon Redemption of Shares
A CDSC may be imposed upon the redemption of Large Purchases of Class A shares of Category I,
II and IV Funds, upon the redemption of Class B shares or Class C shares (no CDSC applies to Class
C shares of Invesco Short Term Bond Fund unless you exchange shares of another Invesco Fund that
are subject to a CDSC into or Invesco Short Term Bond Fund). (In addition, no CDSC applies to Class
A2 shares.) See the Prospectus for additional information regarding CDSCs.
Contingent Deferred Sales Charge Exceptions for Large Purchases of Class A Shares
.
An
investor who has made a Large Purchase of Class A shares of a Category I, II or IV Fund, will not
be subject to a CDSC upon the redemption of those shares in the following situations:
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Redemptions of shares of Category I, II or IV Funds held more than 18 months;
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Redemptions of shares held by retirement plans, maintained pursuant to Sections
403 (only if the employer or plan sponsor is a tax-exempt organization operated
pursuant to Section 501(c)(3) of the Code), 401 or 457 of the Code, in cases where (i)
the plan has remained
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invested in Class A shares of a Fund for at least 12 months, or (ii) the redemption is
not a complete redemption of shares held by the plan;
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Redemptions of shares by the investor where the investors dealer waives the
amounts otherwise payable to it by the distributor and notifies the distributor prior
to the time of investment;
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Minimum required distributions made in connection with an IRA, money purchase
plan, profit sharing plan or custodial account under Section 403(b) of the Code or
other retirement plan following attainment of age 70
1
/
2
, or older, and only with respect
to that portion of such distribution that does not exceed 12% annually of the
participants beneficiary account value in a particular Fund;
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Redemptions following the death or post-purchase disability of (i) any
registered shareholders on an account or (ii) a settlor of a living trust, of shares
held in the account at the time of death or initial determination of post-purchase
disability, provided that shares have not been commingled with shares that are subject
to CDSC; and
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Amounts from a monthly, quarterly or annual Systematic Redemption Plan of up to
an annual amount of 12% of the account value on a per fund basis provided the investor
reinvests his dividends. At the time the withdrawal plan is established, the total
account value must be $5,000 or more.
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Contingent Deferred Sales Charge Exceptions for Class B and C Shares
.
CDSCs will not apply to
the following redemptions of Class B or Class C shares, as applicable:
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Additional purchases of Class C shares of Invesco International Core Equity
Fund and Invesco Real Estate Fund by shareholders of record on April 30, 1995, of AIM
International Value Fund, predecessor to Invesco International Core Equity Fund, and
Invesco Real Estate Fund, except that shareholders whose broker-dealers maintain a
single omnibus account with Invesco Investment Services on behalf of those
shareholders, perform sub-accounting functions with respect to those shareholders, and
are unable to segregate shareholders of record prior to April 30, 1995, from
shareholders whose accounts were opened after that date will be subject to a CDSC on
all purchases made after March 1, 1996;
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Redemptions following the death or post-purchase disability of (1) any registered
shareholders on an account or (2) a settlor of a living trust, of shares held in the
account at the time of death or initial determination of post-purchase disability,
provided that shares have not been commingled with shares that are subject to CDSC;
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Certain distributions from individual retirement accounts, Section 403(b)
retirement plans, Section 457 deferred compensation plans and Section 401 qualified
plans, where redemptions result from (i) required minimum distributions to plan
participants or beneficiaries who are age 70
1
/
2
or older, and only with respect to that
portion of such distributions that does not exceed 12% annually of the participants or
beneficiarys account value in a particular Fund; (ii) in kind transfers of assets
where the participant or beneficiary notifies the distributor of the transfer no later
than the time the transfer occurs; (iii) tax-free rollovers or transfers of assets to
another plan of the type described above invested in Class B or Class C shares of one
or more of the Funds; (iv) tax-free returns of excess contributions or returns of
excess deferral amounts; and (v) distributions on the death or disability (as defined
in the Code) of the participant or beneficiary;
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Amounts from a monthly or quarterly Systematic Redemption Plan of up to an
annual amount of 12% of the account value on a per fund basis provided the investor
reinvests his dividends. At the time the withdrawal plan is established, the total
account value must be $5,000 or more;
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Liquidation initiated by the Fund when the account value falls below the
minimum required account size of $500; and
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Investment account(s) of Invesco and its affiliates.
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L-19
CDSCs will not apply to the following redemptions of Class C shares:
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A total or partial redemption of shares where the investors dealer of record
notifies the distributor prior to the time of investment that the dealer would waive
the upfront payment otherwise payable to him;
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Redemption of shares held by retirement plans, maintained pursuant to Sections
403 (only if the employer or plan sponsor is a tax-exempt organization operated
pursuant to Section 501(c)(3) of the Code), 401 or 457 of the Code, in cases where (i)
the plan has remained invested in Class C shares of a Fund for at least 12 months, or
(ii) the redemption is not a complete redemption of all Class C shares held by the
plan; and
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Redemptions of Class C shares of a Fund other than Invesco Short Term Bond Fund
if you received such Class C shares by exchanging Class C shares of Invesco Short Term
Bond Fund.
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General Information Regarding Purchases, Exchanges and Redemptions
Good Order.
Purchase, exchange and redemption orders must be received in good order
in accordance with Invesco Investment Services policy and procedures and U.S. regulations. Invesco
Investment Services reserves the right to refuse transactions. Transactions not in good order will
not be processed and once brought into good order, will receive the current price. To be in good
order, an investor or financial intermediary must supply Invesco Investment Services with all
required information and documentation, including signature guarantees when required. In addition,
if a purchase of shares is made by check, the check must be received in good order. This means
that the check must be properly completed and signed, and legible to Invesco Investment Services in
its sole discretion. If a check used to purchase shares does not clear, or if any investment order
must be canceled due to nonpayment, the investor will be responsible for any resulting loss.
Authorized Agents.
Invesco Investment Services and Invesco Distributors may authorize agents
to accept purchase and redemption orders that are in good order on behalf of the Invesco Funds. In
certain cases, these authorized agents are authorized to designate other intermediaries to accept
purchase and redemption orders on a Funds behalf. The Fund will be deemed to have received the
purchase or redemption order when the Funds authorized agent or its designee accepts the order.
The order will be priced at the net asset value next determined after the order is accepted by the
Funds authorized agent or its designee.
Signature Guarantees
.
In addition to those circumstances listed in the Shareholder
Information section of each Funds prospectus, signature guarantees are required in the following
situations: (1) requests to transfer the registration of shares to another owner; (2) telephone
exchange and telephone redemption authorization forms; (3) changes in previously designated wiring
or electronic funds transfer instructions; (4) written redemptions or exchanges of shares held in
certificate form previously reported to Invesco as lost, whether or not the redemption amount is
under $250,000 or the proceeds are to be sent to the address of record; and (5) requests to redeem
accounts where the proceeds are over $250,000 or the proceeds are to be sent to an address or a
bank other than the address or bank of record. Invesco Funds may waive or modify any signature
guarantee requirements at any time.
Acceptable guarantors include banks, broker-dealers, credit unions, national securities
exchanges, savings associations and any other organization, provided that such institution or
organization qualifies as an eligible guarantor institution as that term is defined in rules
adopted by the SEC, and further provided that such guarantor institution is listed in one of the
reference guides contained in Invesco Investment Services current Signature Guarantee Standards
and Procedures, such as certain domestic banks, credit unions, securities dealers, or securities
exchanges. Notary public signatures are not an acceptable replacement for a signature guarantee.
Invesco Investment Services will also accept signatures with either: (1) a signature guaranteed
with a medallion stamp of the STAMP Program, or (2) a signature guaranteed with a medallion stamp
of the NYSE Medallion Signature Program, provided
L-20
that in either event, the amount of the total transaction involved does not exceed the surety coverage
amount indicated on the medallion. For information regarding whether a particular institution or
organization qualifies as an eligible guarantor institution and to determine how to fulfill a
signature guarantee requirement, an investor should contact the Client Services Department of
Invesco Investment Services.
Transactions by Telephone
.
By signing an account application form, an investor agrees that
Invesco Investment Services may surrender for redemption any and all shares held by Invesco
Investment Services in the designated account(s), or in any other account with any of the Invesco
Funds, present or future, which has the identical registration as the designated account(s).
Invesco Investment Services and Invesco Distributors are thereby authorized and directed to accept
and act upon any telephone redemptions of shares held in any of the account(s) listed, from any
person who requests the redemption proceeds to be applied to purchase shares in any one or more of
the Invesco Funds, provided that such Fund is available for sale and provided that the
registration and mailing address of the shares to be purchased are identical to the registration of
the shares being redeemed. An investor acknowledges by signing the form that he understands and
agrees that Invesco Investment Services and Invesco Distributors may not be liable for any loss,
expense or cost arising out of any telephone exchange requests effected in accordance with the
authorization set forth in these instructions if they reasonably believe such request to be
genuine. Procedures for verification of telephone transactions may include recordings of telephone
transactions (maintained for six months), requests for confirmation of the shareholders Social
Security Number and current address, and mailings of confirmations promptly after the transactions.
Invesco Investment Services reserves the right to modify or terminate the telephone exchange
privilege at any time without notice. An investor may elect not to have this privilege by marking
the appropriate box on the application. Then any exchanges must be effected in writing by the
investor.
Internet Transactions
.
An investor may effect transactions in his account through the
internet by establishing a Personal Identification Number (PIN). By establishing a PIN the
investor acknowledges and agrees that neither Invesco Investment Services nor Invesco Distributors
will be liable for any loss, expense or cost arising out of any internet transaction effected by
them in accordance with any instructions submitted by a user who transmits the PIN as
authentication of his or her identity. Procedures for verification of internet transactions
include requests for confirmation of the shareholders personal identification number and mailing
of confirmations promptly after the transactions. The investor also acknowledges that the ability
to effect internet transactions may be terminated at any time by the Invesco Funds. Policies for
processing transactions via the Internet may differ from policies for transactions via telephone
due to system settings.
Abandoned Property.
It is the responsibility of the investor to ensure that Invesco
Investment Services maintains a correct address for his account(s). An incorrect address may cause
an investors account statements and other mailings to be returned to Invesco Investment Services.
Upon receiving returned mail, Invesco Investment Services will attempt to locate the investor or
rightful owner of the account. If Invesco Investment Services is unable to locate the investor,
then it will determine whether the investors account has legally been abandoned. Invesco
Investment Services is legally obligated to escheat (or transfer) abandoned property to the
appropriate states unclaimed property administrator in accordance with statutory requirements.
The investors last known address of record determines which state has jurisdiction.
Retirement Plans Sponsored by Invesco Distributors.
Invesco Distributors acts as the
prototype sponsor for certain types of retirement plan documents. These plan documents are
generally available to anyone wishing to invest plan assets in the Funds. These documents are
provided subject to terms, conditions and fees that vary by plan type. Contact your financial
adviser or other intermediary for details.
L-21
Miscellaneous Fees.
In certain circumstances, the intermediary maintaining the shareholder
account through which your Fund shares are held may assess various fees related to the maintenance
of that account, such as:
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an annual custodial fee on accounts where Invesco Distributors acts as the
prototype sponsor;
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expedited mailing fees in response to overnight redemption requests; and
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copying and mailing charges in response to requests for duplicate statements.
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Please consult with your intermediary for further details concerning any applicable fees.
Institutional Class Shares
Before the initial purchase of shares, an investor must submit a completed account application
to his financial intermediary, who should forward the application to Invesco Investment Services,
Inc. at P.O. Box 219078, Kansas City, Missouri 64121-9078. An investor may change information in
his account application by submitting written changes or a new account application to his
intermediary or to Invesco Investment Services.
Purchase and redemption orders must be received in good order. To be in good order, the
financial intermediary must give Invesco Investment Services all required information and
documentation with respect to the investor. If the intermediary fails to deliver the investors
payment on the required settlement date, the intermediary must reimburse the Fund for any overdraft
charges incurred.
A financial intermediary may submit a written request to Invesco Investment Services for
correction of transactions involving Fund shares. If Invesco Investment Services agrees to correct
a transaction, and the correction requires a dividend adjustment, the intermediary must agree in
writing to reimburse the Fund for any resulting loss.
An investor may terminate his relationship with an intermediary and become the shareholder of
record on his account. However, until the investor establishes a relationship with an
intermediary, the investor will not be able to purchase additional shares of the Fund, except
through the reinvestment of distributions.
Generally payment for redeemed shares is made by Federal Reserve wire to the account
designated in the investors account application. By providing written notice to his financial
intermediary or to Invesco Investments Services, an investor may change the account designated to
receive redemption proceeds. Invesco Investment Services may request additional documentation.
Invesco Investment Services may request that an intermediary maintain separate master accounts
in the Fund for shares held by the intermediary (a) for its own account, for the account of other
institutions and for accounts for which the intermediary acts as a fiduciary; and (b) for accounts
for which the intermediary acts in some other capacity.
Offering Price
The following formula may be used to determine the public offering price per Class A share of
an investors investment:
Net Asset Value / (1 Sales Charge as % of Offering Price) = Offering Price. For example, at
the close of business on February 29, 2012, Invesco Tax-Free Intermediate Fund Class A shares
had a net asset value per share of $11.81. The offering price, assuming an initial sales charge of
2.50%, therefore was $12.11.
Institutional Class shares of the Invesco Funds are offered at net asset value.
L-22
Calculation of Net Asset Value
Each Invesco Fund determines its net asset value per share once daily as of the close of the
customary trading session of the NYSE on each business day of the Invesco Fund. In the event the
NYSE closes early on a particular day, each Invesco Fund determines its net asset value per share
as of the close of the NYSE on such day. Futures contracts may be valued at the final settlement
price set by an exchange on which they are principally traded. Listed options are valued at the
mean between the last bid and ask prices from the exchange on which they are principally traded.
Options not listed on an exchange are valued by an independent source at the mean between the last
bid and ask prices. The Invesco Funds determine net asset value per share by dividing the value of
an Invesco Funds securities, cash and other assets (including interest accrued but not collected)
attributable to a particular class, less all its liabilities (including accrued expenses and
dividends payable) attributable to that class, by the total number of shares outstanding of that
class. Determination of an Invesco Funds net asset value per share is made in accordance with
generally accepted accounting principles. Generally, the portfolio securities for non-money market
funds are recorded in the NAV no later than trade date plus one, except on fiscal quarter ends,
such securities are recorded on trade date. For money market funds, portfolio securities are
recorded in the NAV on trade date. The net asset value for shareholder transactions may be
different than the net asset value reported in the Invesco Funds financial statement due to
adjustments required by generally accepted accounting principles made to the net asset value of the
Invesco Fund at period end.
A security listed or traded on an exchange (excluding convertible bonds) held by an Invesco
Fund is valued at its last sales price or official closing price on the exchange where the security
is principally traded or, lacking any sales or official closing price on a particular day, the
security may be valued at the closing bid price on that day. Each equity security traded in the
over-the-counter market is valued on the basis of prices furnished by independent pricing services
vendors or market makers. Debt securities (including convertible bonds) and unlisted equities are
fair valued using an evaluated quote provided by an independent pricing vendor. Evaluated quotes
provided by the pricing vendor may be determined without exclusive reliance on quoted prices, and
may reflect appropriate factors such as institution-size trading in similar groups of securities,
developments related to special securities, dividend rate, yield, quality, coupon rate, maturity,
type of issue, individual trading characteristics and other market data. Securities for which
market prices are not provided by any of the above methods may be valued based upon quotes
furnished by independent sources and are valued at the last bid price in the case of equity
securities and Corporate Loans and in the case of debt obligations (excluding Corporate Loans), the
mean between the last bid and ask prices. Senior secured floating rate loans and senior secured
floating rate debt securities are fair valued using an evaluated quote provided by an independent
pricing service. Evaluated quotes provided by the pricing service may reflect appropriate factors
such as ratings, tranche type, industry, company performance, spread, individual trading
characteristics, institution-size trading in similar groups of securities and other market data.
Investments in open-end and closed-end registered investment companies that do not trade on an
exchange are valued at the end of day net asset value per share.
Generally, trading in corporate bonds, U.S. Government securities and money market instruments
is substantially completed each day prior to the close of the customary trading session of the
NYSE. The values of such securities used in computing the net asset value of an Invesco Funds
shares are determined at such times. Occasionally, events affecting the values of such securities
may occur between the times at which such values are determined and the close of the customary
trading session of the NYSE. If Invesco believes a development/event has actually caused a closing
price to no longer reflect current market value, the closing price may be adjusted to reflect the
fair value of the affected security as of the close of the NYSE as determined in good faith using
procedures approved by the Board.
Foreign securities are converted into U.S. dollar amounts using exchange rates as of the close
of the NYSE. If market quotations are available and reliable for foreign exchange traded equity
securities, the securities will be valued at the market quotations. Because trading hours for
certain foreign securities end before the close of the NYSE, closing market quotations may become
unreliable. If between the time trading ends on a particular security and the close of the
customary trading session on the NYSE, events
L-23
occur that are significant and may make the closing price unreliable, the Invesco Fund may
fair value the security. If an issuer specific event has occurred that Invesco determines, in its
judgment, is likely to have affected the closing price of a foreign security, it will price the
security at fair value in good faith using procedures approved by the Board. Adjustments to
closing prices to reflect fair value may also be based on a screening process from a pricing vendor
to indicate the degree of certainty, based on historical data, that the closing price in the
principal market where a foreign security trades is not the current market value as of the close of
the NYSE. For foreign securities where Invesco believes, at the approved degree of certainty, that
the price is not reflective of current market value, Invesco will use the indication of fair value
from the pricing vendor to determine the fair value of the security. The pricing vendor, pricing
methodology or degree of certainty may change from time to time. Multiple factors may be
considered by the pricing vendor in determining adjustments to reflect fair value and may include
information relating to sector indices, ADRs, domestic and foreign index futures, and
exchange-traded funds.
Invesco Fund securities primarily traded in foreign markets may be traded in such markets on
days that are not business days of the Invesco Fund. Because the net asset value per share of each
Invesco Fund is determined only on business days of the Invesco Fund, the value of the portfolio
securities of an Invesco Fund that invests in foreign securities may change on days when an
investor cannot exchange or redeem shares of the Invesco Fund.
Securities for which market quotations are not available or are unreliable are valued at fair
value as determined in good faith by or under the supervision of the Trusts officers in accordance
with procedures approved by the Board of Trustees. Issuer specific events, market trends, bid/ask
quotes of brokers and information providers and other market data may be reviewed in the course of
making a good faith determination of a securitys fair value.
Redemptions in Kind
Although the Invesco Funds generally intend to pay redemption proceeds solely in cash, the
Invesco Funds reserve the right to determine, in their sole discretion, whether to satisfy
redemption requests by making payment in securities or other property (known as a redemption in
kind). For instance, an Invesco Fund may make a redemption in kind if a cash redemption would
disrupt its operations or performance. Securities that will be delivered as payment in redemptions
in kind will be valued using the same methodologies that the Invesco Fund typically utilizes in
valuing such securities. Shareholders receiving such securities are likely to incur transaction
and brokerage costs on their subsequent sales of such securities, and the securities may increase
or decrease in value until the shareholder sells them. The Trust, on behalf of the Invesco Funds
made an election under Rule 18f-1 under the 1940 Act (a Rule 18f-1 Election) and therefore, the
Trust, on behalf of an Invesco Fund, is obligated to redeem for cash all shares presented to such
Invesco Fund for redemption by any one shareholder in an amount up to the lesser of $250,000 or 1%
of that Invesco Funds net assets in any 90-day period. The Rule 18f-1 Election is irrevocable
while Rule 18f-1 under the 1940 Act is in effect unless the SEC by order permits withdrawal of such
Rule 18f-1 Election.
Backup Withholding
Accounts submitted without a correct, certified taxpayer identification number (TIN) or,
alternatively, a correctly completed and currently effective IRS Form W-8 (for non-resident aliens)
or Form W-9 (for U.S. persons including resident aliens) accompanying the registration information
generally will be subject to backup withholding.
Each Invesco Fund, and other payers, generally must withhold 28% of reportable dividends
(whether paid in cash or reinvested in additional Invesco Fund shares), including exempt-interest
dividends, in the case of any shareholder who fails to provide the Invesco Fund with a TIN and a
certification that he is not subject to backup withholding. This rate will expire and the backup
withholding tax rate will be 31% for amounts paid after December 31, 2012, unless Congress enacts
tax legislation providing otherwise.
L-24
An investor is subject to backup withholding if:
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1.
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the investor fails to furnish a correct TIN to the Invesco Fund;
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2.
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the IRS notifies the Invesco Fund that the investor furnished an incorrect TIN;
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3.
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the investor or the Invesco Fund is notified by the IRS that the investor is
subject to backup withholding because the investor failed to report all of the interest
and dividends on such investors tax return (for reportable interest and dividends
only);
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4.
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the investor fails to certify to the Invesco Fund that the investor is not
subject to backup withholding under (3) above (for reportable interest and dividend
accounts opened after 1983 only); or
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5.
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the investor does not certify his TIN. This applies only to non-exempt mutual
fund accounts opened after 1983.
|
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Interest and dividend payments are subject to backup withholding in all five situations
discussed above. Redemption proceeds are subject to backup withholding only if (1), (2) or (5)
above applies.
Certain payees and payments are exempt from backup withholding and information reporting.
Invesco or Invesco Investment Services will not provide Form 1099 to those payees.
Investors should contact the IRS if they have any questions concerning withholding.
IRS Penalties
Investors who do not supply the Invesco Funds with a correct TIN will be
subject to a $50 penalty imposed by the IRS unless such failure is due to reasonable cause and not
willful neglect. If an investor falsifies information on this form or makes any other false
statement resulting in no backup withholding on an account which should be subject to backup
withholding, such investor may be subject to a $500 penalty imposed by the IRS and to certain
criminal penalties including fines and/or imprisonment.
Nonresident Aliens
Nonresident alien individuals and foreign entities with a valid Form W-8
are not subject to the backup withholding previously discussed. The Form W-8 generally remains in
effect for a period starting on the date the Form is signed and ending on the last day of the third
succeeding calendar year. Such shareholders may, however, be subject to federal income tax
withholding at a 30% rate on ordinary income dividends and other distributions. Under applicable
treaty law, residents of treaty countries may qualify for a reduced rate of withholding or a
withholding exemption. Nonresident alien individuals and some foreign entities failing to provide
a valid Form W-8 may be subject to backup withholding and Form 1099 reporting.
L-25
APPENDIX M
AMOUNTS PAID TO INVESCO DISTRIBUTORS, INC. PURSUANT TO DISTRIBUTION PLANS
A list of amounts paid by each class of shares to Invesco Distributors pursuant to the Plans
for the year ended February 29, 2012 is as follows:
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Investor
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Class A
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Class A2
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Class B
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Class C
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Class
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Fund
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Shares
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Shares
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Shares
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Shares
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Shares
|
Invesco Tax-Exempt Cash Fund
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$
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N/A
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N/A
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N/A
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N/A
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Invesco Tax-Free
Intermediate Fund
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$
|
2,520,239
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N/A
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N/A
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N/A
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N/A
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M-1
APPENDIX N
ALLOCATION OF ACTUAL FEES PAID PURSUANT TO DISTRIBUTION PLANS
An estimate by category of the allocation of actual fees paid by Class A Shares of Invesco
Tax-Free Intermediate Fund during the year ended February 29, 2012, are as follows:
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Printing &
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Underwriters
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Dealers
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Advertising
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Mailing
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Seminars
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Compensation
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Compensation
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Personnel
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Travel
|
Invesco Tax-Free
Intermediate Fund
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-0-
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-0-
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-0-
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-0-
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$
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2,520,239
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-0-
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-0-
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An estimate by category of the allocation of actual fees paid by Class A2 shares of
Invesco Tax-Free Intermediate Fund during the year ended February 29, 2012 follows:
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Printing &
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Underwriters
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Dealers
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Advertising
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Mailing
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Seminars
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Compensation
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Compensation
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Personnel
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Travel
|
Invesco Tax-Free
Intermediate Fund
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$
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-0-
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$
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-0-
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$
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-0-
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$
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-0-
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$
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-0-
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$
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-0-
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$
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-0-
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N-1
APPENDIX O
TOTAL SALES CHARGES
The following chart reflects the total sales charges paid in connection with the sale of Class
A shares of Invesco Tax-Free Intermediate Fund and the amount retained by Invesco Distributors for
the fiscal years ended February 29, 2012 and February 28, 2011, the period April 1, 2009 to
February 28, 2010 and the fiscal year ended March 31, 2009.
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2012
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2011
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2010
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2009
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Sales
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Amount
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Sales
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Amount
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Sales
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Amount
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Sales
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Amount
|
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|
Charge
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Retained
|
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Charge
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Retained
|
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Charge
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Retained
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Charge
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Retained
|
Invesco Tax-Free
Intermediate Fund
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$
|
1,059,311
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$
|
282,005
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$
|
1,034,485
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$
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179,769
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$
|
224,619
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$
|
35,571
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N/A
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N/A
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The following chart reflects the total sales charges paid in connection with the sale of
Class A2 shares of Invesco Tax-Free Intermediate Fund and the amount retained by Invesco
Distributors for the fiscal years ended February 29, 2012 and February 28, 2011, the period April
1, 2009 to February 28, 2010 and the fiscal year ended March 31, 2009.
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2012
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2011
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2010
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2009
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Sales
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Amount
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Sales
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Amount
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Sales
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Amount
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Sales
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Amount
|
|
|
Charge
|
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Retained
|
|
Charge
|
|
Retained
|
|
Charge
|
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Retained
|
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Charge
|
|
Retained
|
Invesco Tax-Free
Intermediate Fund
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$
|
2,583
|
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|
$
|
591
|
|
|
$
|
5,128
|
|
|
$
|
1,414
|
|
|
$
|
6,864
|
|
|
$
|
1,730
|
|
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$
|
5,215
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|
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$
|
1,336
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The following chart reflects the contingent deferred sales charges paid by Class A
shareholders of Invesco Tax-Exempt Cash Fund and Class A and Class A2 of Invesco Tax-Free
Intermediate Fund and retained by Invesco Distributors for the fiscal years ended February 29, 2012
and February 28, 2011, the period April 1, 2009 to February 28, 2010 and the fiscal year ended
March 31, 2009:
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2012
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2011
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2010
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2009
|
Invesco Tax-Exempt Cash Fund
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-0-
|
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$
|
7,526
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|
Invesco Tax-Free Intermediate
Fund*
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$
|
66,137
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|
$
|
28,534
|
|
|
$
|
215
|
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*
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Effective February 1, 2010, Invesco Tax-Free Intermediate Funds former Class A and Class A3
shares were renamed Class A2 and Class A shares, respectively.
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O-1
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Statement of Additional Information
|
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June 28, 2012
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AIM Tax-Exempt Funds (Invesco Tax-Exempt Funds)
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This Statement of Additional Information (SAI) relates to each portfolio (each a Fund,
collectively the Funds) of AIM Tax-Exempt Funds (Invesco Tax-Exempt Funds) the Trust listed below.
Each Fund offers separate classes of shares as follows:
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Class:
|
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A
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B
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C
|
|
Y
|
|
Institutional
|
|
Invesco Van Kampen High Yield Municipal Fund
|
|
ACTHX
|
|
ACTGX
|
|
ACTFX
|
|
ACTDX
|
|
ACTNX
|
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|
Invesco Van Kampen Intermediate Term Municipal Income Fund
|
|
VKLMX
|
|
VKLBX
|
|
VKLCX
|
|
VKLIX
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
Invesco Van Kampen Municipal Income Fund
|
|
VKMMX
|
|
VMIBX
|
|
VMICX
|
|
VMIIX
|
|
N/A
|
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|
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Invesco Van Kampen New York Tax Free Income Fund
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VNYAX
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VBNYX
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VNYCX
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VNYYX
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N/A
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Statement of Additional Information
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June 28, 2012
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AIM Tax-Exempt Funds (Invesco Tax-Exempt Funds)
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This SAI is not a prospectus, and it should be read in conjunction with the Prospectuses for
the Funds listed below. Portions of each Funds financial statements are incorporated into this
Statement of Additional Information by reference to such Funds most recent Annual Report to
shareholders. You may obtain, without charge, a copy of any Prospectus and/or Annual Report for any
Fund listed below from an authorized dealer or by writing to:
Invesco Investment Services, Inc.
P.O. Box 219078
Kansas City, MO 64121-9078
or by calling (800) 959-4246
or on the Internet: www.invesco.com/us
This SAI, dated June 28, 2012, relates to the Class A, Class B, Class C, and Class Y (collectively,
the Retail Classes) and Institutional Class shares, as applicable, of the following Prospectuses:
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Retail Classes
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Institutional Classes
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Invesco Van Kampen High Yield Municipal Fund
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June 28, 2012
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June 28, 2012
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Invesco Van Kampen Intermediate Term Municipal Income Fund
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June 28, 2012
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N/A
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Invesco Van Kampen Municipal Income Fund
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June 28, 2012
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N/A
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Invesco Van Kampen New York Tax Free Income Fund
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June 28, 2012
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N/A
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The Trust has established other funds which are offered by separate prospectuses and a separate SAI.
STATEMENT OF ADDITIONAL INFORMATION
Table of Contents
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Page
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GENERAL INFORMATION ABOUT THE TRUST
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1
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Fund History
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1
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Shares of Beneficial Interest
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1
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DESCRIPTION OF THE FUNDS AND THEIR INVESTMENTS AND RISKS
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3
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Classification
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3
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Investment Strategies and Risks
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3
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Equity Investments
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3
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Foreign Investments
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5
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Exchange-Traded Funds
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8
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Exchange-Traded Notes
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8
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Debt Investments
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9
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Other Investments
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27
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Investment Techniques
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29
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Derivatives
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34
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Fund Policies
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41
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Portfolio Turnover
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43
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Policies and Procedures for Disclosure of Fund Holdings
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44
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MANAGEMENT OF THE TRUST
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47
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Board of Trustees
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47
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Management Information
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52
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Trustee Ownership of Fund Shares
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56
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Compensation
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56
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Retirement Plan for Trustees
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56
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Deferred Compensation Agreements
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58
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Purchase of Class A Shares of the Funds at Net Asset Value
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Code of Ethics
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58
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Proxy Voting Policies
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58
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CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES
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59
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INVESTMENT ADVISORY AND OTHER SERVICES
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59
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Investment Adviser
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59
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Investment Sub-Advisers
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61
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Portfolio Managers
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62
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Securities Lending Arrangements
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62
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i
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Page
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Service Agreements
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62
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Other Service Providers
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62
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BROKERAGE ALLOCATION AND OTHER PRACTICES
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63
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Brokerage Transactions
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64
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Commissions
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65
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Broker Selection
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65
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Directed Brokerage (Research Services)
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67
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Regular Brokers
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67
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Allocation of Portfolio Transactions
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68
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Allocation of Initial Public Offering (IPO) Transactions
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68
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PURCHASE, REDEMPTION AND PRICING OF SHARES
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68
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DISTRIBUTION OF SECURITIES
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83
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Distributor
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83
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Distribution Plans
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84
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FINANCIAL STATEMENTS
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88
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PENDING LITIGATION
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89
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APPENDICES:
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RATINGS OF DEBT SECURITIES
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A-1
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PERSONS TO WHOM INVESCO PROVIDES NON-PUBLIC PORTFOLIO HOLDINGS ON AN ONGOING BASIS
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B-1
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TRUSTEES AND OFFICERS
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C-1
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TRUSTEE COMPENSATION TABLE
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D-1
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PROXY POLICIES AND PROCEDURES
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E-1
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CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES
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F-1
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MANAGEMENT FEES
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G-1
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PORTFOLIO MANAGERS
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H-1
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ADMINISTRATIVE SERVICES FEES
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I-1
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BROKERAGE COMMISSIONS
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J-1
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DIRECTED BROKERAGE (RESEARCH SERVICES) AND PURCHASES OF SECURITIES OF REGULAR
BROKERS OR DEALERS
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K-1
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PURCHASE, REDEMPTION AND PRICING OF SHARES
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L-1
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AMOUNTS PAID PURSUANT TO DISTRIBUTIONS PLAN
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M-1
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ALLOCATION OF ACTUAL FEES PAID PURSUANT TO DISTRIBUTION PLANS
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N-1
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TOTAL SALES CHARGES
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O-1
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ii
GENERAL INFORMATION ABOUT THE TRUST
Fund History
AIM Tax-Exempt Funds (Invesco Tax-Exempt Funds) (the Trust) is a Delaware statutory trust
registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end
series management investment company. The Trust was originally organized as a Maryland corporation
on May 3, 1993, and re-organized as a Delaware statutory trust on June 1, 2000. Under the Trusts
Agreement and Declaration of Trust, as amended, (the Trust Agreement), the Board of Trustees of the
Trust (the Board) is authorized to create new series of shares without the necessity of a vote of
shareholders of the Trust. Prior to April 30, 2010, the Trust was known as AIM Tax-Exempt Funds.
On June 1, 2010, each Fund assumed the assets and liabilities of its predecessor fund (each a
predecessor fund, collectively the predecessor funds) as shown below.
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Fund
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Predecessor Fund
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Invesco Van Kampen High Yield Municipal Fund
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Van Kampen High Yield Municipal Fund
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Invesco Van Kampen Intermediate Term Municipal Income Fund
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Van Kampen Intermediate Term Municipal Income Fund
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Invesco Van Kampen Municipal Income Fund
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Van Kampen Municipal Income Fund
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Invesco Van Kampen New York Tax Free Income Fund
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Van Kampen New York Tax Free Income Fund
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All historical financial information and other information contained in this Statement of
Additional Information (SAI) for periods prior to June 1, 2010 relating to each Fund (or any
classes thereof) is that of its predecessor fund (or the corresponding classes thereof).
Shares of Beneficial Interest
Shares of beneficial interest of the Trust are redeemable at their net asset value
at the option of the shareholder or at the option of the Trust in certain circumstances, subject in
certain circumstances to a contingent deferred sales charge.
The Trust allocates moneys and other property it receives from the issue or sale of shares of
each of its series of shares, and all income, earnings and profits from such issuance and sales,
subject only to the rights of creditors, to the appropriate Fund. These assets constitute the
underlying assets of each Fund, are segregated on the Trusts books of account, and are charged
with the expenses of such Fund and its respective classes. The Trust allocates any general expenses
of the Trust not readily identifiable as belonging to a particular Fund subject to oversight by the
Board, primarily on the basis of relative net assets, or other relevant factors.
Each share of each Fund represents an equal proportionate interest in that Fund with each other
share and is entitled to such dividends and distributions out of the income belonging to such Fund
as are declared by the Board.
Each class of shares represents an interest in the same portfolio of investments. Differing sales
charges and expenses will result in differing net asset values and dividends and distributions.
Upon any liquidation of the Trust, shareholders of each class are entitled to share pro rata in the
net assets belonging to the applicable Fund allocable to such class available for distribution
after satisfaction of outstanding liabilities of the Fund allocable to such class.
The Trust is not required to hold annual or regular meetings of shareholders. Meetings of
shareholders of a Fund or class will be held from time to time to consider matters requiring a vote
of such shareholders in accordance with the requirements of the 1940 Act, state law or the
provisions of the Trust Agreement. It is not expected that shareholder meetings will be held
annually.
1
Each share of a Fund generally has the same voting, dividend, liquidation and other rights;
however, each class of shares of a Fund is subject to different sales loads, conversion features,
exchange privileges and class-specific expenses. Only shareholders of a specific class may vote on
matters relating to that classs distribution plan.
Because Class B shares automatically convert to Class A shares on or about month-end which is at
least eight years after the date of purchase, certain Invesco Funds Agreement and Declaration of
Trust/distribution plan adopted pursuant to Rule 12b-1 under the 1940 Act requires that Class B
shareholders must also approve any material increase in distribution fees submitted to Class A
shareholders of that Fund. A pro rata portion of shares from reinvested dividends and distributions
convert along with the Class B shares.
Except as specifically noted above, shareholders of each Fund are entitled to one vote per
share (with proportionate voting for fractional shares), irrespective of the relative net asset
value of the shares of the Fund. However, on matters affecting an individual Fund or class of
shares, a separate vote of shareholders of that Fund or class is required. Shareholders of the Fund
or class are not entitled to vote on any matter which does not affect that Fund or class but that
requires a separate vote of another Fund or class. An example of a matter that would be voted on
separately by shareholders of each Fund is the approval of the advisory agreement with Invesco
Advisers, Inc. (the Adviser or Invesco). When issued, shares of each Fund are fully paid and
nonassessable, have no preemptive or subscription rights, and are freely transferable. Other than
the conversion of Class B shares to Class A shares, there are no conversion rights. Shares do not
have cumulative voting rights, which means that when shareholders elect trustees, holders of more
than 50% of the shares voting for the election of trustees can elect all of the trustees of the
Trust, and the holders of fewer than 50% of the shares voting for the election of trustees will not
be able to elect any trustees.
Under Delaware law, shareholders of a Delaware statutory trust shall be entitled to
the same limitation of personal liability extended to shareholders of private for-profit
corporations organized under Delaware law. There is a remote possibility, however, that
shareholders could, under certain circumstances, be held liable for the obligations of the Trust to
the extent the courts of another state, which does not recognize such limited liability, were to
apply the laws of such state to a controversy involving such obligations. The Trust Agreement
disclaims shareholder liability for acts or obligations of the Trust and requires that notice of
such disclaimer be given in each agreement, obligation or instrument entered into or executed by
the Trust or the trustees to all parties, and each party thereto must expressly waive all rights of
action directly against shareholders of the Trust. The Trust Agreement provides for indemnification
out of the property of the Fund for all losses and expenses of any shareholder of such Fund held
liable on account of being or having been a shareholder. Thus, the risk of a shareholder incurring
financial loss due to shareholder liability is limited to circumstances in which the Fund is unable
to meet its obligations and the complaining party is not held to be bound by the disclaimer.
The trustees and officers of the Trust will not be liable for any act, omission or obligation
of the Trust or any trustee or officer; however, a trustee or officer is not protected against any
liability to the Trust or to the shareholders to which a trustee or officer would otherwise be
subject by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the
duties involved in the conduct of his or her office with the Trust (Disabling Conduct). The Trusts
Bylaws generally provide for indemnification by the Trust of the trustees, officers and employees
or agents of the Trust, provided that such persons have not engaged in Disabling Conduct.
Indemnification does not extend to judgments or amounts paid in settlement in any actions by or in
the right of the Trust. The Trust Agreement also authorizes the purchase of liability insurance on
behalf of trustees and officers. The Trusts Bylaws provide for the advancement of payments of
expenses to current and former trustees, officers and employees or agents of the Trust, or anyone
serving at their request, in connection with the preparation and presentation of a defense to any
claim, action, suit or proceeding, for which such person would be entitled to indemnification;
provided that any advancement of expenses would be reimbursed unless it is ultimately determined
that such person is entitled to indemnification for such expenses.
Share Certificates
.
Shareholders of the Funds do not have the right to demand or require the Trust
to issue share certificates and share certificates are not issued.
2
DESCRIPTION OF THE FUNDS AND THEIR INVESTMENTS AND RISKS
Classification
The Trust is an open-end management investment company. Each of the Funds is
diversified for purposes of the 1940 Act.
Investment Strategies and Risks
Set forth below are detailed descriptions of the various types of securities and investment
techniques that Invesco and/or the Sub-Advisers (as defined herein) may use in managing the Funds,
as well as the risks associated with those types of
securities and investment techniques. The descriptions of the types of securities and investment
techniques below supplement the discussion of principal investment strategies and risks contained
in each Funds prospectus. Where a particular type of security or investment technique is not
discussed in a Funds prospectus, that security or investment technique is not a principal
investment strategy.
Unless otherwise indicated, a Fund may invest in all of the following types of investments. Not all
of the Funds invest in all of the types of securities or use all of the investment techniques
described below, and a Fund might not invest in all of these types of securities or use all of
these techniques at any one time. Invesco and/or the Sub-Advisers may invest in other types of
securities and may use other investment techniques in managing the Funds, including those described
below for Funds not specifically mentioned as investing in the security or using the investment
technique, as well as securities and techniques not described. A Funds transactions in a
particular type of security or use of a particular technique is subject to limitations imposed by a
Funds investment objective(s), policies and restrictions described in that Funds prospectus
and/or this SAI, as well as the federal securities laws.
The Funds investment objectives, policies, strategies and practices described below are
non-fundamental and may be changed without approval of the holders of the Funds voting securities
unless otherwise indicated.
Equity Investments
Common Stock.
Common stock is issued by a company principally to raise cash for business purposes
and represents an equity or ownership interest in the issuing company. Common stockholders are
typically entitled to vote on important matters of the issuing company, including the selection of
directors, and may receive dividends on their holdings. A Fund participates in the success or
failure of any company in which it holds common stock. In the event a company is liquidated or
declares bankruptcy, the claims of bondholders, other debt holders, owners of preferred stock and
general creditors take precedence over the claims of those who own common stock.
The prices of common stocks change in response to many factors including the historical and
prospective earnings of the issuing company, the value of its assets, general economic conditions,
interest rates, investor perceptions and market liquidity.
Preferred Stock.
Preferred stock, unlike common stock, often offers a specified dividend rate
payable from a companys earnings. Preferred stock also generally has a preference over common
stock on the distribution of a companys assets in the event the company is liquidated or declares
bankruptcy; however, the rights of preferred stockholders on the distribution of a companys assets
in the event of a liquidation or bankruptcy are generally subordinate to the rights of the
companys debt holders and general creditors. If interest rates rise, the fixed dividend on
preferred stocks may be less attractive, causing the price of preferred stocks to decline.
Some fixed rate preferred stock may have mandatory sinking fund provisions which provide for the
stock to be retired or redeemed on a predetermined schedule, as well as call/redemption provisions
prior to maturity, which can limit the benefit of any decline in interest rates that might
positively affect the price of preferred stocks. Preferred stock dividends may be cumulative,
requiring all or a portion of prior unpaid dividends to be paid before dividends are paid on the
issuers common stock. Preferred stock may be participating, which means that it may be entitled
to a dividend exceeding the stated dividend in certain cases. In some cases an issuer may offer
auction rate preferred stock, which means that the interest to be paid is set by auction and will
often be reset at stated intervals.
3
Convertible Securities.
Convertible securities are generally bonds, debentures, notes,
preferred stocks or other securities or investments that may be converted or exchanged (by the
holder or by the issuer) into shares of the underlying common stock (or cash or securities of
equivalent value) at a stated exchange ratio or predetermined price (the conversion price). A
convertible security is designed to provide current income and also the potential for capital
appreciation through the conversion feature, which enables the holder to benefit from increases in
the market price of the underlying common stock. A convertible security may be called for
redemption or conversion by the issuer after a particular date and under certain circumstances
(including a specified price) established upon issue. If a convertible security held by a Fund is
called for redemption or conversion, the Fund could be required to tender it for redemption,
convert it into the underlying common stock, or sell it to a third party, which may have an adverse
effect on the Funds ability to achieve its investment objectives. Convertible securities have
general characteristics similar to both debt and equity securities.
A convertible security generally entitles the holder to receive interest paid or accrued until the
convertible security matures or is redeemed, converted or exchanged. Before conversion, convertible
securities have characteristics similar to non-convertible debt obligations and are designed to
provide for a stable stream of income with generally higher yields than common stocks. However,
there can be no assurance of current income because the issuers of the convertible securities
may default on their obligations. Convertible securities rank senior to common stock in a
corporations capital structure and, therefore, generally entail less risk than the corporations
common stock. Convertible securities are subordinate in rank to any senior debt obligations of the
issuer, and, therefore, an issuers convertible securities entail more risk than its debt
obligations. Moreover, convertible securities are often rated below investment grade or not rated
because they fall below debt obligations and just above common stock in order of preference or
priority on an issuers balance sheet. To the extent that a Fund invests in convertible securities
with credit ratings below investment grade, such securities may have a higher likelihood of
default, although this may be somewhat offset by the convertibility feature.
Convertible securities generally offer lower interest or dividend yields than non-convertible debt
securities of similar credit quality because of the potential for capital appreciation. The common
stock underlying convertible securities may be issued by a different entity than the issuer of the
convertible securities.
The value of convertible securities is influenced by both the yield of non-convertible securities
of comparable issuers and by the value of the underlying common stock. The value of a convertible
security viewed without regard to its conversion feature (i.e., strictly on the basis of its yield)
is sometimes referred to as its investment value. The investment value of the convertible
security typically will fluctuate based on the credit quality of the issuer and will fluctuate
inversely with changes in prevailing interest rates. However, at the same time, the convertible
security will be influenced by its conversion value, which is the market value of the underlying
common stock that would be obtained if the convertible security were converted. Conversion value
fluctuates directly with the price of the underlying common stock, and will therefore be subject to
risks relating to the activities of the issuer and general market and economic conditions.
Depending upon the relationship of the conversion price to the market value of the underlying
security, a convertible security may trade more like an equity security than a debt instrument.
If, because of a low price of the common stock, the conversion value is substantially below the
investment value of the convertible security, the price of the convertible security is governed
principally by its investment value. Generally, if the conversion value of a convertible security
increases to a point that approximates or exceeds its investment value, the value of the security
will be principally influenced by its conversion value. A convertible security will sell at a
premium over its conversion value to the extent investors place value on the right to acquire the
underlying common stock while holding an income-producing security.
While a Fund uses the same criteria to rate a convertible debt security that it uses to rate a more
conventional debt security, a convertible preferred stock is treated like a preferred stock for the
Funds financial reporting, credit rating and investment limitation purposes.
4
Enhanced Convertible Securities.
Enhanced convertible securities are equity-linked hybrid
securities that automatically convert to equity securities on a specified date. Enhanced
convertibles have been designed with a variety of payoff structures, and are known by a variety of
different names. Three features common to enhanced convertible securities are (i) conversion to
equity securities at the maturity of the convertible (as opposed to conversion at the option of the
security holder in the case of ordinary convertibles); (ii) capped or limited appreciation
potential relative to the underlying common stock; and (iii) dividend yields that are typically
higher than that on the underlying common stock. Thus, enhanced convertible securities offer
holders the opportunity to obtain higher current income than would be available from a traditional
equity security issued by the same company in return for reduced participation in the appreciation
potential of the underlying common stock. Other forms of enhanced convertible securities may
involve arrangements with no interest or dividend payments made until maturity of the security or
an enhanced principal amount received at maturity based on the yield and value of the underlying
equity security during the securitys term or at maturity.
Alternative Entity Securities
. Alternative entity securities which are the securities of entities
that are formed as limited partnerships, limited liability companies, business trusts or other
non-corporate entities that are similar to common or preferred stock of corporations.
Foreign Investments
Foreign Securities.
Foreign securities are equity or debt securities issued by issuers outside the
United States, and include securities in the form of American Depositary Receipts (ADRs), European
Depositary Receipts (EDRs), or other securities representing underlying securities of foreign
issuers (foreign securities). ADRs are receipts, issued by U.S. banks, for the shares of foreign
corporations, held by the bank issuing the receipt. ADRs are typically issued in registered form,
denominated in U.S. dollars and designed for use in the U.S. securities markets. EDRs are similar
to ADRs, except they are typically issued by European banks or trust companies, denominated in
foreign currencies and designed for use outside the U.S. securities markets. ADRs and EDRs entitle
the holder to all dividends and capital gains on the underlying foreign securities, less any fees
paid to the bank. Purchasing ADRs or EDRs gives a Fund the ability to purchase the functional
equivalent of foreign securities without going to the foreign securities markets to do so. ADRs or
EDRs that are
sponsored means that the foreign corporation whose shares are represented by the ADR or EDR is
actively involved in the issuance of the ADR or EDR, and generally provides material information
about the corporation to the U.S. market. An unsponsored ADR or EDR program means that the
foreign corporation whose shares are held by the bank is not obligated to disclose material
information in the United States, and, therefore, the market value of the ADR or EDR may not
reflect important facts known only to the foreign company.
Foreign debt securities include corporate debt securities of foreign issuers, certain foreign bank
obligations (see Bank Instruments) and U.S. dollar or foreign currency denominated obligations of
foreign governments or their subdivisions, agencies and instrumentalities (see Foreign Government
Obligations), international agencies and supranational entities.
The Funds consider various factors when determining whether a company is in a particular country,
including whether (1) it is organized under the laws of a country; (2) it has a principal office in
a country; (3) it derives 50% or more of its total revenues from businesses in a country; and/or
(4) its securities are traded principally on a stock exchange, or in an over-the-counter market, in
a particular country.
Investments by a Fund in foreign securities, including ADRs and EDRs, whether denominated in U.S.
dollars or foreign currencies, may entail all of the risks set forth below in addition to those
accompanying an investment in issuers in the United States.
Currency Risk.
The value in U.S. dollars of the Funds non-dollar-denominated
foreign investments will be affected by changes in currency exchange rates. The U.S. dollar value
of a foreign security decreases when the value of the U.S. dollar rises against the foreign
currency in which the security is denominated and increases when the value of the U.S. dollar falls
against such currency.
Political and Economic Risk.
The economies of many of the countries in which the Funds may
invest may not be as developed as the United States economy and may be subject to significantly
different forces. Political, economic or social instability and development, expropriation or
confiscatory taxation, and limitations on the removal of funds or other assets could also adversely
affect the value of the Funds investments.
Regulatory Risk.
Foreign companies are generally not subject to the regulatory controls
imposed on U.S. issuers and, as a consequence, there is generally less publicly available
information about foreign securities than is available about domestic securities. Foreign companies
may not be subject to uniform
5
accounting, auditing and financial reporting standards, corporate
governance practices and requirements comparable to those applicable to domestic companies.
Therefore, financial information about foreign companies may be incomplete, or may not be
comparable to the information available on U.S. companies. Income from foreign securities owned by
the Funds may be reduced by a withholding tax at the source, which tax would reduce dividend income
payable to the Funds shareholders.
There is generally less government supervision and regulation of securities exchanges, brokers,
dealers, and listed companies in foreign countries than in the United States, thus increasing the
risk of delayed settlements of portfolio transactions or loss of certificates for portfolio
securities. Foreign markets may also have different clearance and settlement procedures. If a Fund
experiences settlement problems it may result in temporary periods when a portion of the Funds
assets are uninvested and could cause the Fund to miss attractive investment opportunities or a
potential liability to the Fund arising out of the Funds inability to fulfill a contract to sell
such securities.
Market Risk.
Investing in foreign markets generally involves certain risks not typically associated
with investing in the United States. The securities markets in many foreign countries will have
substantially less trading volume than the U.S. markets. As a result, the securities of some
foreign companies may be less liquid and experience more price volatility than comparable domestic
securities. Obtaining and/or enforcing judgments in foreign countries may be more difficult, which
may make it more difficult to enforce contractual obligations. Increased custodian costs as well as
administrative costs (such as the need to use foreign custodians) may also be associated with the
maintenance of assets in foreign jurisdictions. In addition, transaction costs in foreign
securities markets are likely to be higher, since brokerage commission rates in foreign countries
are likely to be higher than in the United States.
Risks of Developing/Emerging Countries.
A Fund may invest in securities of companies located in
developing countries. Unless a Funds prospectus includes a different definition, the Funds
consider developing countries to be those countries that are not included in the MSCI World Index.
Developing/emerging market countries are those countries in the world other than developed
countries of the European Union, the United States of America, Canada, Japan, Australia, New
Zealand, Norway, Switzerland, Hong Kong and Singapore. Developed countries of the European Union
are Austria, Belgium, Cyprus, Czech Republic, Denmark, Finland, France, Germany, Greece, Ireland,
Italy, Luxembourg, Malta, Netherlands, Portugal, Slovakia, Slovenia, Spain, Sweden and United
Kingdom.
Investments in developing/emerging countries present risks in addition to, or greater than, those
presented by investments in foreign issuers generally, and may include the following risks:
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i.
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Restriction, to varying degrees, on foreign investment in stocks;
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ii.
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Repatriation of investment income, capital, and the proceeds of sales in foreign
countries may require foreign governmental registration and/or approval;
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iii.
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Greater risk of fluctuation in value of foreign investments due to changes in
currency exchange rates, currency control regulations or currency devaluation;
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iv.
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Inflation and rapid fluctuations in inflation rates may have negative effects on the
economies and securities markets of certain developing/emerging countries;
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v.
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Many of the developing/emerging countries securities markets are relatively small or
less diverse, have low trading volumes, suffer periods of relative illiquidity, and are
characterized by significant price volatility; and
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vi.
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There is a risk in developing/emerging countries that a future economic or political
crisis could lead to price controls, forced mergers of companies, expropriation or
confiscatory taxation, seizure, nationalization, or creation of government monopolies.
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Foreign Government Obligations
. Debt securities issued by foreign governments are often, but not
always, supported by the full faith and credit of the foreign governments, or their subdivisions,
agencies or instrumentalities, that issue them. These securities involve the risks discussed above
under Foreign Securities. Additionally, the issuer of the debt or the governmental authorities that
control repayment of the debt may be unwilling or unable to pay interest or repay principal when
due. Political or economic changes or the balance of trade may affect a countrys willingness or
ability to service its debt obligations. Periods of economic uncertainty may result in the
volatility of market prices of sovereign debt obligations, especially debt obligations issued by
the governments of developing countries. Foreign government obligations of developing countries,
and some structures of emerging market debt securities, both of which are generally below
investment grade, are sometimes referred to as Brady Bonds.
6
Foreign Exchange Transactions
. Each Fund that may invest in foreign currency-denominated securities
has the authority to purchase and sell foreign currency options, foreign currency futures contracts
and related options, and may engage in foreign currency transactions either on a spot (i.e., for
prompt delivery and settlement) basis at the rate prevailing in the currency exchange market at the
time or through forward foreign currency contracts (referred to also as forward contracts; see also
Forward Foreign Currency Contracts). Because forward contracts are privately negotiated
transactions, there can be no assurance that a counterparty will honor its obligations.
The Funds will incur costs in converting assets from one currency to another. Foreign exchange
dealers may charge a fee for conversion. In addition, dealers may realize a profit based on the
difference between the prices at which they buy and sell various currencies in the spot and forward
markets.
A Fund will generally engage in these transactions in order to complete a purchase or sale of
foreign currency denominated securities The Funds may also use foreign currency options and forward
contracts to increase or reduce exposure to a foreign currency or to shift exposure from one
foreign currency to another in a cross currency hedge. Forward contracts are intended to minimize
the risk of loss due to a decline in the value of the hedged currencies; however, at the same time,
they tend to limit any potential gain which might result should the value of such currencies
increase. Certain Funds may also engage in foreign exchange transactions, such as forward
contracts, for non-hedging purposes to enhance returns. Open positions in forward contracts used
for non-hedging purposes will be covered by the segregation of a sufficient amount of liquid
assets.
A Fund may purchase and sell currency futures and purchase and write currency options to increase
or decrease its exposure to different foreign currencies. A Fund also may purchase and write
currency options in connection with currency futures or forward contracts. Currency futures
contracts are similar to forward foreign currency exchange contracts, except that they are traded
on exchanges and have standard contract sizes and delivery dates. Most currency futures contracts
call for payment or delivery in U.S. dollars. The uses and risks of currency futures are similar to
those of futures relating to securities or indices (see also Futures and Options). Currency
futures values can be expected to correlate with exchange rates but may not reflect other factors
that affect the value of the Funds investments.
Whether or not any hedging strategy will be successful is highly uncertain, and use of hedging
strategies may leave a Fund in a less advantageous position than if a hedge had not been
established. Moreover, it is impossible to forecast with precision the market value of portfolio
securities at the expiration of a foreign currency forward contract. Accordingly, a Fund may be
required to buy or sell additional currency on the spot market (and bear the expense of such
transaction) if
Invescos or the Sub-Advisers predictions regarding the movement of foreign currency or securities
markets prove inaccurate.
Certain Funds may hold a portion of their assets in bank deposits denominated in foreign
currencies, so as to facilitate investment in foreign securities as well as protect against
currency fluctuations and the need to convert such assets into U.S. dollars (thereby also reducing
transaction costs). To the extent these monies are converted back into U.S. dollars, the value of
the assets so maintained will be affected favorably or unfavorably by changes in foreign currency
exchange rates and exchange control regulations. Foreign exchange transactions may involve some of
the risks of investments in foreign securities. For a discussion of tax considerations relating to
foreign currency transactions, see Dividends, Distributions and Tax Matters Tax Matters Tax
Treatment of Portfolio Transactions Foreign currency transactions.
Floating Rate Corporate Loans and Corporate Debt Securities of Non-U.S. Borrowers.
Floating rate
loans are made to and floating rate debt securities are issued by non-U.S. borrowers. Such loans
and securities will be U.S. dollar-denominated or otherwise provide for payment in U.S. dollars,
and the borrower will meet the credit quality standards established by Invesco and the Sub-Advisers
for U.S. borrowers. The Funds similarly may invest in floating rate loans and floating rate debt
securities made to U.S. borrowers with significant non-U.S. dollar-denominated revenues, provided
that the loans are U.S. dollar-denominated or otherwise provide for payment to the Funds in U.S.
dollars. In all cases where the floating rate loans or floating rate debt securities are not
denominated in U.S. dollars, provisions will be made for payments to the lenders, including the
Funds, in U.S. dollars pursuant to foreign currency swaps.
Foreign Bank Obligations
. Foreign bank obligations include certificates of deposit, bankers
acceptances and fixed time deposits and other obligations (a) denominated in U.S. dollars and
issued by a foreign branch of a domestic bank (Eurodollar Obligations), (b) denominated in U.S.
dollars and issued by a domestic branch of a foreign bank (Yankee dollar Obligations), and (c)
issued by foreign branches of foreign banks. Foreign banks are not generally subject to examination
by any U.S. Government agency or instrumentality.
7
Exchange-Traded Funds
Exchange-Traded Funds.
Most exchange-traded funds (ETFs) are registered under the 1940 Act as
investment companies. Therefore, a Funds purchase of shares of an ETF may be subject to the
restrictions on investments in other investment companies discussed under Other Investment
Companies. ETFs have management fees, which increase their cost. Each Fund may invest in
exchange-traded funds advised by unaffiliated advisers as well as exchange-traded funds advised by
Invesco PowerShares Capital Management LLC (PowerShares). Invesco, the Sub-Advisers and PowerShares
are affiliates of each other as they are all indirect wholly-owned subsidiaries of Invesco Ltd.
ETFs hold portfolios of securities, commodities and/or currencies that are designed to replicate,
as closely as possible before expenses, the price and/or yield of (i) a specified market or other
index, (ii) a basket of securities, commodities or currencies, or (iii) a particular commodity or
currency. The performance results of ETFs will not replicate exactly the performance of the
pertinent index, basket, commodity or currency due to transaction and other expenses, including
fees to service providers, borne by ETFs. Furthermore, there can be no assurance that the portfolio
of securities, commodities and/or currencies purchased by an ETF will replicate a particular index
or basket or price of a commodity or currency. ETF shares are sold and redeemed at net asset value
only in large blocks called creation units and redemption units, respectively. ETF shares also may
be purchased and sold in secondary market trading on national securities exchanges, which allows
investors to purchase and sell ETF shares at their market price throughout the day.
Investments in ETFs generally present the same primary risks as an investment in a conventional
mutual fund that has the same investment objective, strategy and policies. Investments in ETFs
further involve the same risks associated with a direct investment in the commodity or currency, or
in the types of securities, commodities and/or currencies included in the indices or baskets the
ETFs are designed to replicate. In addition, shares of an ETF may trade at a market price that is
higher or lower than their net asset value and an active trading market in such shares may not
develop or continue. Moreover, trading of an ETFs shares may be halted if the listing exchanges
officials deem such action to be appropriate, the shares are de-listed from the exchange, or the
activation of market-wide circuit breakers (which are tied to large decreases in stock prices)
halts stock trading generally.
Exchange-Traded Notes
Exchange-Traded Notes
. Exchange-traded notes (ETNs) are senior, unsecured, unsubordinated debt
securities whose returns are linked to the performance of a particular market benchmark or
strategy, minus applicable fees. ETNs are traded on an exchange (i.e., the New York Stock Exchange)
during normal trading hours; however, investors can also hold the ETN until maturity. At maturity,
the issuer pays to the investor a cash amount equal to the principal amount, subject to the days
market benchmark or strategy factor. ETNs do not make periodic coupon payments or provide
principal protection. ETNs are subject to credit risk, including the credit risk of the issuer, and
the value of the ETN may drop due to a downgrade in the issuers credit rating, despite the
underlying market benchmark or strategy remaining unchanged. The value of an ETN may also be
influenced by time to maturity, level of supply and demand for the ETN, volatility and lack of
liquidity in underlying assets, changes in the applicable interest rates, changes in the issuers
credit rating, and economic, legal, political, or geographic events that affect the referenced
underlying asset. When the Fund invests in ETNs (directly or through the Subsidiary) it will bear
its proportionate share of any fees and expenses borne by the ETN. A decision by the Fund or
Subsidiary to sell ETN holdings may be limited by the availability of a secondary market. In
addition, although an ETN may be listed on an exchange, the issuer may not be required to maintain
the listing, and there can be no assurance that a secondary market will exist for an ETN.
ETNs are also subject to tax risk. No assurance can be given that the IRS will accept, or a court
will uphold, how the Fund or the Subsidiary characterizes and treats ETNs for tax purposes.
Further, the IRS and Congress are considering proposals that would change the timing and character
of income and gains from ETNs.
An ETN that is tied to a specific market benchmark or strategy may not be able to replicate and
maintain exactly the composition and relative weighting of securities, commodities or other
components in the applicable market benchmark or strategy. Some ETNs that use leverage can, at
times, be relatively illiquid, and thus they may be difficult to purchase or sell at a fair price.
Leveraged ETNs are subject to the same risk as other instruments that use leverage in any form.
8
The market value of ETNs may differ from their market benchmark or strategy. This difference
in price may be due to the fact that the supply and demand in the market for ETNs at any point in
time is not always identical to the supply and demand in the market for the securities, commodities
or other components underlying the market benchmark or strategy that the ETN seeks to track. As a
result, there may be times when an ETN trades at a premium or discount to its market benchmark or
strategy.
Debt Investments
U.S. Government Obligations.
U.S. Government obligations are obligations issued or
guaranteed by the U.S. Government, its agencies and instrumentalities, and include, among other
obligations, bills, notes and bonds issued by the U.S. Treasury, as well as stripped or zero
coupon U.S. Treasury obligations.
U.S. Government obligations may be (i) supported by the full faith and credit of
the U.S. Treasury, (ii) supported by the right of the issuer to borrow from the U.S. Treasury,
(iii) supported by the discretionary authority of the U.S. Government to purchase the agencys
obligations, or (iv) supported only by the credit of the instrumentality. There is a risk that the
U.S. Government may choose not to provide financial support to U.S. Government-sponsored agencies
or instrumentalities if it is not legally obligated to do so. In that case, if the issuer were to
default, a Portfolio holding securities of such issuer might not be able to recover its investment
from the U.S. Government. For example, while the U.S. Government has recently provided financial
support to Federal National Mortgage Association (FNMA) and Federal Home Loan Mortgage Corporation
(FHLMC), no assurance can be given that the U.S. Government will always do so, since the U.S.
Government is not so obligated by law. There also is no guarantee that the government would support
Federal Home Loan Banks. Accordingly, securities of FNMA, FHLMC and Federal Home Loan Banks, and
other agencies, may involve a risk of non-payment of principal and interest.
Temporary Investments
. Each Fund may invest a portion of its assets in affiliated money market
funds or in the types of money market instruments in which those funds would invest or other
short-term U.S. Government securities for cash management purposes. The Fund may invest up to 100%
of its assets in investments that may be inconsistent with the Funds principal investment
strategies for temporary defensive purposes in anticipation of or in response to adverse market,
economic, political or other conditions, or atypical circumstances such as unusually large cash
inflows or redemptions. As a result, the Fund may not achieve its investment objective.
Mortgage-Backed and Asset-Backed Securities.
Mortgage-backed securities are mortgage-related
securities issued or guaranteed by the U.S. Government, its agencies and instrumentalities, or
issued by non-government entities. Mortgage-related securities represent ownership in pools of
mortgage loans assembled for sale to investors by various government agencies such as the
Government National Mortgage Association (GNMA) and government-related organizations such as FNMA
and FHLMC), as well as by non-government issuers such as commercial banks, savings and loan
institutions, mortgage bankers and private mortgage insurance companies. Although certain
mortgage-related securities are guaranteed by a third party or otherwise similarly secured, the
market value of the security, which may fluctuate, is not so secured. These securities differ from
conventional bonds in that the principal is paid back to the investor as payments are made on the
underlying mortgages in the pool. Accordingly, a Fund receives monthly scheduled payments of
principal and interest along with any unscheduled principal prepayments on the underlying
mortgages. Because these scheduled
and unscheduled principal payments must be reinvested at prevailing interest rates, mortgage-backed
securities do not provide an effective means of locking in long-term interest rates for the
investor.
In addition, there are a number of important differences among the agencies and instrumentalities
of the U.S. Government that issue mortgage-related securities and among the securities they issue.
Mortgage-related securities issued by GNMA include GNMA Mortgage Pass-Through Certificates (also
known as Ginnie Maes) which are guaranteed as to the timely payment of principal and interest. That
guarantee is backed by the full faith and credit of the U.S. Treasury. GNMA is a corporation wholly
owned by the U.S. Government within the Department of Housing and Urban Development.
Mortgage-related securities issued by FNMA include FNMA Guaranteed Mortgage Pass-Through
Certificates (also known as Fannie Maes) and are guaranteed as to payment of principal and interest
by FNMA itself and backed by a line of credit with the U.S. Treasury. FNMA is a
government-sponsored entity wholly owned by public stockholders. Mortgage-related securities issued
by FHLMC include FHLMC Mortgage Participation Certificates (also known as Freddie Macs) guaranteed
as to payment of principal and interest by FHLMC itself and backed by a line of credit with the
U.S. Treasury. FHLMC is a government-sponsored entity wholly owned by public stockholders.
9
On September 7, 2008, FNMA and FHLMC were placed under the conservatorship of the Federal
Housing Finance Agency (FHFA) to provide stability in the financial markets, mortgage
availability and taxpayer protection by preserving FNMA and FHLMCs assets and property and putting
FNMA and FHLMC in a sound and solvent position. Under the conservatorship, the management of FNMA
and FHLMC was replaced. Additionally, FNMA and FHLMC modestly increased their mortgage-backed
security portfolios through the end of 2009 and are expected to gradually reduce such portfolios at
the rate of 10% per year until stabilizing at a lower, less risky size.
Since 2009, both FNMA and FHLMC have received significant capital support through U.S. Treasury
preferred stock purchases and Federal Reserve purchases of the entities mortgage-backed
securities. The U.S. Treasury announced in December 2009 that it would continue that support for
the entities capital as necessary to prevent a negative net worth through at least 2012. However,
the Federal Reserves purchases of mortgage-backed securities ended in 2010. While the U.S.
Treasury is committed to offset negative equity at Fannie Mae and Freddie Mac through its preferred
stock purchases through 2012, no assurance can be given that the Federal Reserve, U.S. Treasury or
FHFA initiatives discussed earlier will ensure that Fannie Mae and Freddie Mac will remain
successful in meeting their obligations with respect to the debt and mortgage-backed securities
they issue beyond that date.
In February 2011, the Obama Administration produced a report to Congress outlining proposals to
wind down FNMA and FHLMC and reduce the governments role in the mortgage market. Discussions among
policymakers continue, however, as to whether FNMA and FHLMC should be nationalized, privatized,
restructured, or eliminated altogether. FNMA and FHLMC also are the subject of several continuing
legal actions and investigations over certain accounting, disclosure or corporate governance
matters, which (along with any resulting financial restatements) may continue to have an adverse
effect on the guaranteeing entities. Importantly, the future of the entities is in question as the
U.S. Government considers multiple options regarding the future of FNMA and FHLMC.
Asset-backed securities are structured like mortgage-backed securities, but instead of mortgage
loans or interests in mortgage loans, the underlying assets may include such items as motor vehicle
installment sales contracts or installment loan contracts, leases of various types of real and
personal property, and receivables from credit card agreements and from sales of personal property.
Regular payments received on asset-backed securities include both interest and principal.
Asset-backed securities typically have no U.S. Government backing. Additionally, the ability of an
issuer of asset-backed securities to enforce its security interest in the underlying assets may be
limited.
If a Fund purchases a mortgage-backed or other asset-backed security at a premium, the premium
may be lost if there is a decline in the market value of the security whether resulting from
changes in interest rates or prepayments in the underlying collateral. As with other
interest-bearing securities, the prices of such securities are inversely affected by changes in
interest rates. Although the value of a mortgage-backed or
10
other asset-backed security may decline
when interest rates rise, the converse is not necessarily true, since in periods of declining
interest rates the mortgages and loans underlying the securities are prone to prepayment, thereby
shortening the average life of the security and shortening the period of time over which income at
the higher rate is received. When interest rates are rising, the rate of prepayment tends to
decrease, thereby lengthening the period of time over which income at the lower rate is received.
For these and other reasons, a mortgage-backed or other asset-backed securitys average maturity
may be shortened or lengthened as a result of interest rate fluctuations and, therefore, it is not
possible to predict accurately the securitys return. In addition, while the trading market for
short-term mortgages and asset-backed securities is ordinarily quite liquid, in times of financial
stress the trading market for these securities may become restricted.
Collateralized Mortgage Obligations (CMOs).
A CMO is a hybrid between a mortgage-backed bond
and a mortgage pass-through security. A CMO is a type of mortgage-backed security that creates
separate classes with varying maturities and interest rates, called tranches. Similar to a bond,
interest and prepaid principal is paid, in most cases, semiannually. CMOs may be collateralized by
whole mortgage loans, but are more typically collateralized by portfolios of mortgage pass-through
securities guaranteed by GNMA, FHLMC, or FNMA, and their income streams.
CMOs are structured into multiple classes, each bearing a different fixed or floating interest rate
and stated maturity. Actual maturity and average life will depend upon the prepayment experience of
the collateral. CMOs provide for a modified form of call protection through a de facto breakdown of
the underlying pool of mortgages according to how quickly the loans are repaid. Monthly payment of
principal received from the pool of underlying mortgages, including prepayments, is first returned
to investors holding the shortest maturity class. Investors holding the longer maturity classes
receive principal only after the first class has been retired. An investor is partially guarded
against a sooner than desired return of principal because of the sequential payments.
In a typical CMO transaction, a corporation (issuer) issues multiple series (i.e., Series A, B, C
and Z) of CMO bonds (Bonds). Proceeds of the Bond offering are used to purchase mortgages or
mortgage pass-through certificates (Collateral). The Collateral is pledged to a third party trustee
as security for the Bonds. Principal and interest payments from the Collateral are used to pay
principal on the Bonds in the following order: Series A, B, C and Z. The Series A, B, and C Bonds
all bear current interest. Interest on a Series Z Bond is accrued and added to principal and a like
amount is paid as principal on the Series A, B, or C Bond currently being paid off. Only after the
Series A, B, and C Bonds are paid in full does the Series Z Bond begin to receive payment
.
With
some CMOs, the issuer serves as a conduit to allow loan originators (primarily builders or savings
and loan associations) to borrow against their loan portfolios.
CMOs that are issued or guaranteed by the U.S. Government or by any of its agencies or
instrumentalities will be considered U.S. Government securities by the Funds, while other CMOs,
even if collateralized by U.S. Government securities, will have the same status as other privately
issued securities for purposes of applying the Funds diversification tests.
FHLMC CMOs are debt obligations of FHLMC issued in multiple classes having different maturity dates
which are secured by the pledge of a pool of conventional mortgage loans purchased by FHLMC.
Payments of principal and interest on the FHLMC CMOs are made semiannually. The amount of principal
payable on each semiannual payment date is determined in accordance with FHLMCs mandatory sinking
fund schedule, which, in turn, is equal to approximately 100% of FHA prepayment experience applied
to the mortgage collateral pool. All sinking fund payments in the FHLMC CMOs are allocated to the
retirement of the individual classes of bonds in the order of their stated maturities. Payment of
principal on the mortgage loans in the collateral pool in excess of the amount of FHLMCs minimum
sinking fund obligation for any payment date are paid to the holders of the FHLMC CMOs as
additional sinking fund payments. Because of the pass-through nature of all principal payments
received on the collateral pool in excess of FHLMCs minimum sinking fund requirement, the rate at
which principal of the FHLMC CMOs is actually repaid is likely to be such that each class of bonds
will be retired in advance of its scheduled maturity date. If collection of principal (including
prepayments) on the mortgage loans during any semiannual payment period is not sufficient to meet
FHLMC CMOs minimum sinking fund obligation on the next sinking fund payment date, FHLMC agrees to
make up the deficiency from its general funds.
Classes of CMOs may also include interest only (IOs) and principal only (POs). IOs and POs are
stripped mortgage-backed securities representing interests in a pool of mortgages the cash flow
from which has been separated into interest and principal components. IOs (interest only
securities) receive the interest portion of the cash flow while POs (principal only securities)
receive the principal portion. IOs and POs can be
11
extremely volatile in response to changes in
interest rates. As interest rates rise and fall, the value of IOs tends to move in the same
direction as interest rates. POs perform best when prepayments on the underlying mortgages rise
since this increases the rate at which the investment is returned and the yield to maturity on the
PO. When payments on mortgages underlying a PO are slow, the life of the PO is lengthened and the
yield to maturity is reduced.
CMOs are generally subject to the same risks as mortgage-backed securities. In addition, CMOs may
be subject to credit risk because the issuer or credit enhancer has defaulted on its obligations
and a Fund may not receive all or part of its principal. Obligations issued by U.S.
Government-related entities are guaranteed as to the payment of principal and interest, but are not
backed by the full faith and credit of the U.S. Government. The performance of private label
mortgage-backed securities, issued by private institutions, is based on the financial health of
those institutions. Although GNMA guarantees timely payment of GNMA certificates even if homeowners
delay or default, tracking the pass-through payments may, at times, be difficult.
Collateralized Debt Obligations (CDOs).
A CDO is a security backed by a pool of bonds, loans and
other debt obligations. CDOs are not limited to investing in one type of debt and accordingly, a
CDO may own corporate bonds, commercial loans, asset-backed securities, residential mortgage-backed
securities, commercial mortgage-backed securities, and emerging market debt. The CDOs securities
are typically divided into several classes, or bond tranches, that have differing levels of
investment grade or credit tolerances. Most CDO issues are structured in a way that enables the
senior bond classes and mezzanine classes to receive investment-grade credit ratings. Credit risk
is shifted to the most junior class of securities. If any defaults occur in the assets backing a
CDO, the senior bond classes are first in line to receive principal and interest payments, followed
by the mezzanine classes and finally by the lowest rated (or non-rated) class, which is known as
the equity tranche. Similar in structure to a collateralized mortgage obligation (described above)
CDOs are unique in that they represent different types of debt and credit risk.
Collateralized Loan Obligations (CLOs).
CLOs are debt instruments backed solely by a pool of other
debt securities. The risks of an investment in a CLO depend largely on the type of the collateral
securities and the class of the CLO in which a Fund invests. Some CLOs have credit ratings, but are
typically issued in various classes with various priorities. Normally, CLOs are privately offered
and sold (that is, they are not registered under the securities laws) and may be characterized by a
Fund as illiquid securities; however, an active dealer market may exist for CLOs that qualify for
Rule 144A transactions. In addition to the normal interest rate, default and other risks of fixed
income securities, CLOs carry additional risks, including the possibility that distributions from
collateral securities will not be adequate to make interest or other payments, the quality of the
collateral may decline in value or default a Fund may invest in CLOs that are subordinate to other
classes, values may be volatile, and disputes with the issuer may produce unexpected investment
results.
Credit Linked Notes (CLNs).
A CLN is a security with an embedded credit default swap allowing the
issuer to transfer a specific credit risk to credit investors.
CLNs are created through a Special Purpose Company (SPC), or trust, which is collateralized with
AAA-rated securities. The CLNs price or coupon is linked to the performance of the reference asset
of the second party. Generally, the CLN holder receives either fixed or floating coupon rate during
the life of the CLN and par at maturity. The cash flows are dependent on specified credit-related
events. Should the second party default or declare bankruptcy, the CLN holder will receive an
amount equivalent to the recovery rate. In return for these risks, the CLN holder receives a higher
yield. The Fund bears the risk of default by the second party and any unforeseen movements in the
reference asset, which could lead to loss of principal and receipt of interest payments. As with
most derivative instruments, valuation of a CLN may be difficult due to the complexity of the
security.
12
Bank Instruments.
Bank instruments are unsecured interest bearing bank deposits. Bank instruments
include, but are not limited to, certificates of deposits, time deposits, and bankers acceptances
from U.S. or foreign banks as well as Eurodollar certificates of deposit (Eurodollar CDs) and
Eurodollar time deposits (Eurodollar time deposits) of foreign branches of domestic banks. Some
certificates of deposit are negotiable interest-bearing instruments with a specific maturity issued
by banks and savings and loan institutions in exchange for the deposit of funds, and can typically
be traded in the secondary market prior to maturity. Other certificates of deposit, like time
deposits, are non-negotiable receipts issued by a bank in exchange for the deposit of funds which
earns a specified rate of interest over a definite period of time; however, it cannot be traded in
the secondary market. A bankers acceptance is a bill of exchange or time draft drawn on and
accepted by a commercial bank.
An investment in Eurodollar CDs or Eurodollar time deposits may involve some of the same risks that
are described for Foreign Securities.
Commercial Instruments.
Commercial instruments include commercial paper, master notes and other
short-term corporate instruments, that are denominated in U.S. dollars or foreign currencies.
Commercial instruments are a type of instrument issued by large banks and corporations to
raise money to meet their short term debt obligations, and are only backed by the issuing bank or
corporations promise to pay the face amount on the maturity date specified on the note. Commercial
paper consists of short-term promissory notes issued by corporations. Commercial paper may be
traded in the secondary market after its issuance. Master notes are demand notes that permit the
investment of fluctuating amounts of money at varying rates of interest pursuant to arrangements
with issuers who meet the credit quality criteria of the Funds. The interest rate on a master note
may fluctuate based on changes in specified interest rates or may be reset periodically according
to a prescribed formula or may be a set rate. Although there is no secondary market in master
demand notes, if such notes have a demand feature, the payee may demand payment of the principal
amount of the note upon relatively short notice. Master notes are generally illiquid and therefore
subject to
the Funds percentage limitations for investments in illiquid securities. Commercial instruments
may not be registered with the U.S. Securities and Exchange Commission (SEC).
Synthetic Municipal Instruments.
Synthetic municipal instruments are instruments, the value of and
return on which are derived from underlying securities. Synthetic municipal instruments include
tender option bonds and variable rate trust certificates. Both types of instruments involve the
deposit into a trust or custodial account of one or more long-term tax-exempt bonds or notes
(Underlying Bonds), and the sale of certificates evidencing interests in the trust or custodial
account to investors such as the Fund. The trustee or custodian receives the long-term fixed rate
interest payments on the Underlying Bonds, and pays certificate holders short-term floating or
variable interest rates which are reset periodically. A tender option bond provides a certificate
holder with the conditional right to sell its certificate to the sponsor or some designated third
party at specified intervals and receive the par value of the certificate plus accrued interest (a
demand feature). A variable rate trust certificate evidences an interest in a trust entitling the
certificate holder to receive variable rate interest based on prevailing short-term interest rates
and also typically provides the certificate holder with the conditional demand feature the right to
tender its certificate at par value plus accrued interest.
Typically, a certificate holder cannot exercise the demand feature until the occurrence of certain
conditions, such as where the issuer of the Underlying Bond defaults on interest payments.
Moreover, because synthetic municipal instruments involve a trust or custodial account and a third
party conditional demand feature, they involve complexities and potential risks that may not be
present where a municipal security is owned directly.
The tax-exempt character of the interest paid to certificate holders is based on the assumption
that the holders have an ownership interest in the Underlying Bonds; however, the IRS has not
issued a ruling addressing this issue. In the event the IRS issues an adverse ruling or
successfully litigates this issue, it is possible that the interest paid to the Fund on certain
synthetic municipal instruments would be deemed to be taxable. The Fund relies on opinions of
special tax counsel on this ownership question and opinions of bond counsel regarding the
tax-exempt character of interest paid on the Underlying Bonds.
Municipal Securities.
Each Fund may invest in Municipal Securities which are typically debt
obligations of states, territories or possessions of the United States and the District of Columbia
and their political subdivisions, agencies and instrumentalities, the interest on which, in the
opinion of bond counsel or other counsel to the issuers of such securities, is, at the time of
issuance, exempt from federal income tax. The issuers of municipal securities obtain funds for
various public purposes, including the construction of a wide range of public facilities such as
airports, highways, bridges, schools, hospitals, housing, mass
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transportation, streets and water
and sewer works. Other public purposes for which municipal securities may be issued include
refunding outstanding obligations, obtaining funds for general operating expenses and obtaining
funds to lend to other public institutions and facilities. Certain types of municipal securities
are issued to obtain funding for privately operated facilities. The credit and quality of private
activity debt securities are dependent on the private facility or user, who is responsible for the
interest payment and principal repayment.
The two major classifications of Municipal Securities are bonds and notes. Municipal bonds are
municipal debt obligations in which the issuer is obligated to repay the original (or principal)
payment amount on a certain maturity date along with interest. A municipal bonds maturity date
(the date when the issuer of the bond repays the principal) may be years in the future. Short-term
bonds mature in one to three years, while long-term bonds usually do not mature for more than a
decade. Notes are short-term instruments which usually mature in less than two years. Most notes
are general obligations of the issuing municipalities or agencies and are sold in anticipation of a
bond sale, collection of taxes or receipt of other revenues. Municipal notes also include tax,
revenue notes and revenue and bond anticipation notes (discussed more fully below) of short
maturity, generally less than three years, which are issued to obtain temporary funds for various
public purposes.
Municipal debt securities may be also be classified as general obligation or revenue obligations
(or special delegation securities). General obligation securities are secured by the issuers
pledge of its faith, credit and taxing power for the payment of principal and interest.
Revenue debt obligations, such as revenue bonds and revenue notes, are usually payable only from
the revenues derived from a particular facility or class of facilities or, in some cases, from the
proceeds of a special excise tax or other specific revenue source but not from the general taxing
power. The principal and interest payments for industrial development bonds or pollution control
bonds are often the sole responsibility of the industrial user and therefore may not be backed by
the taxing power of the issuing municipality. The interest paid on such bonds may be exempt from
federal income tax,
although current federal tax laws place substantial limitations on the purposes and size of such
issues. Such obligations are considered to be Municipal Securities provided that the interest paid
thereon, in the opinion of bond counsel, qualifies as exempt from federal income tax.
Another type of revenue obligations are pre-refunded bonds, which are typically issued to refinance
debt. The proceeds from the issue of the lower yield and/or longer maturing pre-refunding bond will
usually be used to purchase U.S. Government obligations, such as U.S. Treasury securities, which
are held in an escrow
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account and used to pay interest and principal payments until the scheduled
call date of the original bond issue occurs. Like other fixed income securities, pre-refunded bonds
are subject to interest rate, market, credit, and reinvestment risks.
Within these principal classifications of municipal securities, there are a variety of types of
municipal securities, including but not limited to, fixed and variable rate securities, variable
rate demand notes, municipal leases, custodial receipts, participation certificates, inverse
floating rate securities, and derivative municipal securities.
Variable rate securities bear rates of interest that are adjusted periodically according to
formulae intended to reflect market rates of interest.
Variable rate demand notes are obligations which contain a floating or variable interest rate
adjustment formula and which are subject to a right of demand for payment of the principal balance
plus accrued interest either at any time or at specified intervals. The interest rate on a variable
rate demand note may be based on a known lending rate, such as a banks prime rate, and may be
adjusted when such rate changes or the interest rate may be a market rate that is adjusted at
specified intervals. The adjustment formula maintains the value of the variable rate demand note at
approximately the par value of such note at the adjustment date.
Inverse floating rate obligations are variable rate debt instruments that pay interest at rates
that move in the opposite direction of prevailing interest rates. Because the interest rate paid to
holders of such obligations is generally determined by subtracting a variable or floating rate from
a predetermined amount, the interest rate paid to holders of such obligations will decrease as such
variable or floating rate increases and increase as such variable or floating rate decreases. The
inverse floating rate obligations in which the Fund may invest include derivative instruments such
as residual interest bonds or tender option bonds. Such instruments are typically created by a
special purpose trust that holds long-term fixed rate bonds and sells two classes of beneficial
interests: short-term floating rate interests, which are sold to third party investors, and inverse
floating residual interests, which are purchased by the Fund. The short-term floating rate
interests have first priority on the cash flow from the bond held by the special purpose trust and
the Fund (as holder of the inverse floating residual interests) is paid the residual cash flow from
the bond held by the special purpose trust. Like most other fixed-income securities, the value of
inverse floating rate obligations will decrease as interest rates increase. They are more volatile,
however, than most other fixed-income securities because the coupon rate on an inverse floating
rate obligation typically changes at a multiple of the change in the relevant index rate. Thus, any
rise in the index rate (as a consequence of an increase in interest rates) causes a correspondingly
greater drop in the coupon rate of an inverse floating rate obligation while a drop in the index
rate causes a correspondingly greater increase in the coupon of an inverse floating rate
obligation. Some inverse floating rate obligations may also increase or decrease substantially
because of changes in the rate of prepayments. Inverse floating rate obligations tend to
underperform the market for fixed rate bonds in a rising interest rate environment, but tend to
outperform the market for fixed rate bonds when interest rates decline or remain relatively stable.
Inverse floating rate obligations have varying degrees of liquidity. The Fund generally invests in
inverse floating rate obligations that include embedded leverage, thus exposing the Fund to greater
risks and increased costs. The market value of leveraged inverse floating rate obligations
generally will fluctuate in response to changes in market rates of interest to a greater extent
than the value of an unleveraged investment. The extent of increases and decreases in the value of
inverse floating rate obligations generally will be larger than changes in an equal principal
amount of a fixed rate security having similar credit quality, redemption provisions and maturity,
which may cause the Funds net asset value to be more volatile than if it had not invested in
inverse floating rate obligations. In certain instances, the short-term floating rate interests
created by a special purpose trust may not be able to be sold to third parties or, in the case of
holders tendering (or putting) such interests for repayment of principal, may not be able to be
remarketed to third parties. In such cases, the special purpose trust holding the long-term fixed
rate bonds may be collapsed. In the case of inverse floating rate obligations created by the Fund,
the Fund would then be required to repay the principal amount of the tendered securities. During
times of market volatility, illiquidity or uncertainty, the Fund could be required to sell other
portfolio holdings at a disadvantageous time to raise cash to meet that obligation. The use of
short-term floating rate obligations may require the Fund to segregate or earmark cash or liquid
assets to cover its
obligations. Securities so segregated or earmarked will be unavailable for sale by the Fund (unless
replaced by other securities qualifying for segregation requirements), which may limit the Funds
flexibility and may require that the Fund sell other portfolio investments at a time when it may be
disadvantageous to sell such assets.
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Certificates of participation (or Participation certificates) are obligations issued by state or
local governments or authorities to finance the acquisition of equipment and facilities. They may
represent participations in a lease, an installment purchase contract or a conditional sales
contract. These participation interests may give the purchaser an undivided interest in one or more
underlying Municipal Securities. Municipal securities may not be backed by the faith, credit and
taxing power of the issuer.
Custodial receipts are underwritten by securities dealers or banks and evidence ownership of future
interest payments, principal payments or both on certain municipal securities.
Municipal leases are obligations issued by state and local governments or authorities to finance
the acquisition of equipment and facilities. Municipal lease obligations, another type of Municipal
Security, may take the form of a lease, an installment purchase contract or a conditional sales
contract. Municipal lease obligations are issued by state and local governments and authorities to
acquire land, equipment and facilities such as state and municipal vehicles, telecommunications and
computer equipment, and other capital assets. Interest payments on qualifying municipal lease
obligations are generally exempt from federal income taxes. Municipal lease obligations are
generally subject to greater risks than general obligation or revenue bonds. State laws set forth
requirements that states or municipalities must meet in order to issue municipal obligations, and
such obligations may contain a covenant by the issuer to budget for, appropriate, and make payments
due under the obligation. However, certain municipal lease obligations may contain
non-appropriation clauses which provide that the issuer is not obligated to make payments on the
obligation in future years unless funds have been appropriated for this purpose each year. If not
enough money is appropriated to make the lease payments, the leased property may be repossessed as
security for holders of the municipal lease obligation. In such an event, there is no assurance
that the propertys private sector or re-leasing value will be enough to make all outstanding
payments on the municipal lease obligation or that the payments will continue to be tax-free.
Additionally, it may be difficult to dispose of the underlying capital asset in the event of
non-appropriation or other default. Direct investments by the Fund in municipal lease obligations
may be deemed illiquid and therefore subject to the Funds percentage limitations for investments
in illiquid securities and the risks of holding illiquid securities.
A municipal forward contract is a Municipal Security which is purchased on a when-issued basis with
longer-than-standard settlement dates, in some cases taking place up to five years from the date of
purchase. The buyer, in this case the Fund, will execute a receipt evidencing the obligation to
purchase the bond on the specified issue date, and must segregate cash to meet that forward
commitment. Municipal forward contracts typically carry a substantial yield premium to compensate
the buyer for the risks associated with a long when-issued period, including shifts in market
interest rates that could materially impact the principal value of the bond, deterioration in the
credit quality of the issuer, loss of alternative investment options during the when-issued period
and failure of the issuer to complete various steps required to issue the bonds.
Municipal Securities also include the following securities:
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Bond Anticipation Notes usually are
general obligations of state and local governmental issuers which are sold to obtain
interim financing for projects that will eventually be funded through the sale of
long-term debt obligations or bonds.
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Tax Anticipation Notes are issued by
state and local governments to finance the current operations of such governments.
Repayment is generally to be derived from specific future tax revenues.
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Revenue Anticipation Debt Securities,
including bonds, notes, and certificates, are issued by governments or governmental
bodies with the expectation that future revenues from a designated source will be used to
repay the securities.
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Tax-Exempt Commercial Paper (Municipal
Paper) is similar to taxable commercial paper, except that tax-exempt commercial paper is
issued by states, municipalities and their agencies.
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Zero Coupon and Pay-in-Kind Securities
do not immediately produce cash income. Zero coupon securities do not pay interest or
principal until final maturity unlike debt securities that traditionally
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provide periodic
payments of interest (referred to as a coupon payment). Investors must wait until
maturity to receive interest and principal, which increases the interest rate and credit
risks of a zero coupon security. Pay-in-kind securities are securities that have interest
payable by delivery of additional securities. Upon maturity, the holder is entitled to
receive the aggregate par value of the securities. Zero coupon and pay-in-kind securities
may be subject to greater fluctuation in value and less liquidity in the event of adverse
market conditions than comparably rated securities paying cash interest at regular
interest payment periods. Prices on non-cash-paying instruments may be more sensitive to
changes in the issuers financial condition, fluctuation in interest rates and market
demand/supply imbalances than cash-paying securities with similar credit ratings, and
thus may be more speculative. Investors may purchase zero coupon and pay-in-kind
securities at a price below the amount payable at maturity. The difference between the
purchase price and the amount paid at maturity represents original issue discount on
the security. Special tax considerations are associated with investing in certain
lower-grade securities, such as zero coupon or pay-in-kind securities.
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Capital Appreciation Bonds are municipal
securities in which in the investment return on the initial principal payment is
reinvested at a compounded rate until the bond matures. The principal and interest are
due on maturity. Thus, like zero-coupon securities, investors must wait until maturity to
receive interest and principal, which increases the interest rate and credit risks.
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Payment in lieu of taxes (also known as
PILOTs) are voluntary payments by, for instance the U.S. Government or nonprofits, to
local governments that help offset losses in or otherwise substitutes property taxes.
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Converted Auction Rate Securities (CARS)
are a structure that combines the debt service deferral feature of Capital Appreciation
Bonds (CABS) with Auction Rate Securities. The CARS pay no debt service until a specific
date, then they incrementally convert to conventional Auction Rate Securities. At each
conversion date the issuer has the ability to call and pay down any amount of the CARS.
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The Fund may purchase and sell securities on a when-issued and delayed delivery basis whereby
the Fund buys or sells a security with payment and delivery taking place in the future. The
payment obligation and the interest rate are fixed at the time the Fund enters into the
commitment. No income accrues on such securities until the date the Fund actually takes
delivery of such securities. These transactions are subject to market risk as the value or
yield of a security at delivery may be more or less than the purchase price or the yield
generally available on securities when delivery occurs. In addition, the Fund is subject to
counterparty risk because it relies on the buyer or seller, as the case may be, to consummate
the transaction, and failure by the other party to complete the transaction may result in the
Fund missing the opportunity of obtaining a price or yield considered to be advantageous. The
Fund will only make commitments to purchase such securities with the intention of actually
acquiring these securities, but the Fund may sell these securities prior to settlement if it
is deemed advisable. No specific limitation exists as to the percentage of the Funds assets
which may be used to acquire securities on a when-issued and delayed delivery basis.
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After purchase by a Fund, an issue of Municipal Securities may cease to be rated by
Moodys Investors Service, Inc. (Moodys) or Standard and Poors Ratings Services (S&P), or another
nationally recognized statistical rating organization (NRSRO), or the rating of such a security may
be reduced below the minimum credit quality rating required for purchase by the Fund. Neither event
would require the Fund to dispose of the security. To the extent that the ratings applied by
Moodys, S&P or another NRSRO to Municipal Securities may change as a result of changes in these
rating systems, each Fund will attempt to use comparable credit quality ratings as standards for
its investments in Municipal Securities.
The yields on Municipal Securities are dependent on a variety of factors, including general
economic and monetary conditions, money market factors, conditions of the Municipal Securities
market, size of a particular offering, and maturity
and rating of the obligation. Because many Municipal Securities are issued to finance similar
projects, especially those related to education, health care, transportation and various utilities,
conditions in those sectors and the financial condition of an individual municipal issuer can
affect the overall municipal market. The market values of the Municipal Securities held by the Fund
will be affected by changes in the yields available on similar securities. If yields increase
following the purchase of a Municipal Security, the market value of such Municipal Security will
generally decrease. Conversely, if yields decrease, the market value of a Municipal Security will
generally increase. The ratings of S&P and Moodys represent their opinions of the quality of the
municipal securities they undertake to rate. It should be emphasized, however, that ratings are
general and are not absolute standards of quality. Consequently, municipal securities with the same
maturity, coupon and rating may have different yields while municipal securities of the same
maturity and coupon with different ratings may have the same yield.
Certain of the municipal securities in which the Funds may invest represent relatively recent
innovations in the municipal securities markets and the markets for such securities may be less
developed than the market for conventional fixed rate municipal securities.
Under normal market conditions, longer-term municipal securities generally provide a higher
yield than shorter-term municipal securities. The Funds have no limitation as to the maturity of
municipal securities in which it may invest. The Adviser may adjust the average maturity of a
Funds portfolio from time to time depending on its assessment of the relative yields available on
securities of different maturities and its expectations of future changes in interest rates.
The net asset value of the Fund will change with changes in the value of its portfolio securities.
Because the Fund invests primarily in fixed income municipal securities, the net asset value of the
Fund can be expected to change as general levels of interest rates fluctuate. When interest rates
decline, the value of a portfolio invested in fixed income securities generally can be expected to
rise. Conversely, when interest rates rise, the value of a portfolio invested in fixed income
securities generally can be expected to decline. The prices of longer term municipal securities
generally are more volatile with respect to changes in interest rates than the prices of shorter
term municipal securities. Volatility may be greater during periods of general economic
uncertainty.
Municipal securities, like other debt obligations, are subject to the credit risk of
nonpayment. The ability of issuers of municipal securities to make timely payments of interest and
principal may be adversely impacted in general economic downturns and as relative governmental cost
burdens are allocated and reallocated among federal, state and local governmental units. Such
nonpayment would result in a reduction of income to the Fund, and could result in a reduction in
the value of the municipal securities experiencing nonpayment and a potential decrease in the net
asset value of the Fund. In addition, the Fund may incur expenses to work out or restructure a
distressed or defaulted security.
The Funds may invest in Municipal Securities with credit enhancements such as letters of credit and
municipal bond insurance. The Funds may invest in Municipal Securities that are insured by
financial insurance companies. Since a limited number of entities provide such insurance, the Fund
may invest more than 25% of its assets in securities insured by the same insurance company. If a
Fund invests in Municipal Securities backed by insurance companies and other financial
institutions, changes in the financial condition of these institutions could cause losses to the
Fund and affect share price. Letters of credit are issued by a third party, usually a bank, to
enhance liquidity and ensure repayment of principal and any accrued interest if the underlying
Municipal Bond should default. These credit enhancements do not guarantee payments or
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repayments on
the Municipal Securities and a downgrade in the credit enhancer could affect the value of the
Municipal Security.
Interest on Municipal Securities may give rise to a federal alternative minimum tax (AMT) liability
and may have other collateral federal income tax consequences. From time to time, proposals have
been introduced before Congress that would have the effect of reducing or eliminating the current
federal income tax exemption on municipal securities. If such a proposal were enacted, the ability
of the Fund to pay tax exempt interest dividends might be adversely affected and the Fund would
re-evaluate its investment objective and policies and consider changes in its structure. There is a
risk that some or all of the interest received by the Fund from tax-exempt Municipal Securities
might become taxable as a result of tax law changes or determinations of the Internal Revenue
Service (IRS). See Dividends, Distributions and Tax Matters Tax Matters Taxation of Fund
Distributions.
Taxable municipal securities are debt securities issued by or on behalf of states and their
political subdivisions, the District of Columbia, and possessions of the United States, the
interest on which is not exempt from federal income tax.
Special Investment Considerations Regarding the State of New York
. Except during temporary
periods, the Invesco Van Kampen New York Tax Free Income Fund will invest primarily in New York
municipal securities. In addition, the specific New York municipal securities in which the Fund
will invest will change from time to time. The Fund is therefore susceptible to political,
economic, regulatory or other factors affecting issuers of New York municipal securities. The
following information constitutes only a brief summary of a number of the complex factors which may
impact issuers of New York municipal securities and does not purport to be a complete or exhaustive
description of all adverse conditions to which issuers of New York municipal securities may be
subject. Such information is derived from official statements utilized in connection with the
issuance of New York municipal securities, as well as from other publicly available documents. Such
information has not been independently verified by the Fund, and the Fund assumes no responsibility
for the completeness or accuracy of such information. The summary below does not include all of the
information pertaining to the budget, receipts and disbursements of the State of New York (New York
or the State) that would ordinarily be included in various public documents issued thereby, such as
an official statement prepared in connection with the issuance of general obligation bonds of the
State. Such an official statement, together with any updates or supplements thereto, may generally
be obtained upon request to the Division of Budget of the State of New York (DOB) of the State.
There may be specific factors that are applicable in connection with investment in the obligations
of particular issuers located within New York, and it is possible the Fund will invest in
obligations of particular issuers as to which such specific factors are applicable. However, the
information set forth below is intended only as a general summary and not as a discussion of any
specific factors that may affect any particular issuer of New York municipal securities.
General Economic Condition and Outlook.
New York is the third most populous state in the
nation and has a relatively high level of personal wealth. The States economy is diverse, with a
comparatively large share of the nations financial activities, information, education, and health
services employment, and a very small share of the nations farming and mining activity. The
States location and its air transport facilities and natural harbors have made it an important
link in international commerce. Travel and tourism constitute an important part of the economy.
In some respects, the recession was not as severe in New York State as it was elsewhere in the
nation. Economic output, as measured by gross domestic product growth, was less affected in New
York than in the nation. Job losses also began later in the State, where the decline was less
(4.2%) than it was in the nation (6.1%). The recessions impact on New Yorks labor market was also
less severe than it was for the nation. Employment began to decline in May 2008, four months later
than the nation, and losses continued through December 2009, as they did for the nation. The total
jobs decline in New York (4.2%) was lower than in the nation (6.1%).
Wages and income in New York, however, were more affected by the recession than in the rest of
the nation, reflecting the importance of the financial sector to New Yorks economy. After more
than $54 billion in cumulative losses incurred in 2007 and 2008, Wall Street rebounded sharply in
2009, helped by federal
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government bailouts, the Federal Reserves low interest rate policy,
changes in accounting rules, and other government programs. Despite the rebound in profitability,
the financial sector was slow to begin adding jobs (job losses continued through March 2010), and
income levels have not yet recovered from the losses experienced in 2008. Also, while the nations
financial sector jobs have been concentrated in banking, reflecting the failures of banks and
mortgage companies, New Yorks financial sector job losses have been primarily in the high-wage
securities industry. In New York, employment in the financial sector (i.e., banking, securities,
insurance and real estate) peaked in June 2007 and then declined by 9.2% through March 2010.
In 2007, wages in New Yorks financial sector accounted for 24.3% of all wages paid in the
State. With the personal income tax accounting for more than half of New York State tax revenues,
collections were sensitive to developments in the financial sector. As the financial crisis
deepened in 2008, New Yorks financial sector wages declined by 2.1% while total wages rose by 2%.
During 2009, the full impact of the financial crisis began to affect wages in the States financial
sector (due to the payment of sharply lower 2008 Wall Street bonuses in the first quarter of 2009)
as the recession affected the rest of the States economy. Financial sector wages in New York
declined by 21%, contributing to a 7.2% decline for total wages. Nationwide, total wages declined
by 4.1% in 2009.
Because of the sharp decline in wages, personal income in New York fell by 3.4% in 2009,
compared to a 1.7% decrease nationwide. Among the 50 states, only three (South Dakota, Wyoming and
Nevada) had larger income declines than New York in 2009.
Like the rest of the nation, New York has a declining proportion of its workforce engaged in
manufacturing, and an increasing proportion engaged in service industries. The financial activities
sector share of total wages is particularly large for the State relative to the nation. The State
is likely to be less affected than the nation as a whole during an economic recession that is
concentrated in manufacturing and construction, but likely to be more affected by any economic
downturn that is concentrated in the services sector. Important industry sectors in the State
include the following:
Services
. The services industries includes information, professional and business services,
private education and healthcare, leisure and hospitality services, and other services. These
industries account for more than four of every ten nonagricultural jobs in New York, and, except
for leisure and hospitality, account for a higher proportion of total jobs than the rest of the
nation.
Manufacturing
. Manufacturing employment continues to decline in New York, as in most other
states, and New Yorks economy is less reliant on this sector than in the past. However, it remains
an important sector of the State economy, particularly for the upstate region, which hosts high
concentrations of manufacturers of transportation and other types of equipment.
Trade, Transportation & Utilities
. The trade, transportation, and utilities sector accounts
for the third largest component of State nonagricultural employment, but only the fifth largest
when measured by wage share. This sector accounts for less employment and wages for the State than
for the nation.
Financial Activities
. New York City (the City) is the nations leading center of banking and
finance and, as a result, this is a far more important sector in the State than in the nation as a
whole. Although this sector accounts for under one-tenth of all nonagricultural jobs in the State,
it contributes more than one-fifth of total wages.
Agriculture
. Farming is an important part of the economy in rural areas, although it
constitutes only about 0.2% of total State output. Principal agricultural products of the State
include milk and dairy products, greenhouse and nursery products, fruits, and vegetables. New York
ranks among the nations leaders in the production of these commodities.
Government
. Federal, State and local governments together comprise the second largest sector
in terms of nonagricultural jobs, with the bulk of the employment accounted for by local
governments. Public education is the source of nearly one half of total State and local government
employment.
The States Fund Structure.
New York accounts for all of its spending and revenues by the fund
in which the activity takes place (such as the General Fund), and the broad category or purpose of
that activity (such as State Operations). State Fund types include:
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The General Fund:
The General Fund, one of the four GAAP-defined governmental fund types, is
the major operating fund of the State and receives all receipts that are not required by law to be
deposited in another fund, including most State tax receipts and certain fees, transfers from other
funds and miscellaneous receipts from other sources.
Special Revenue Funds (SRFs):
SRFs, one of the four GAAP-defined governmental fund types,
account for the proceeds of specific revenue sources (other than expendable trusts or major capital
projects), such as federal grants, that are legally restricted to specified purposes.
Capital Projects Funds:
Capital Projects Funds, one of the four GAAP-defined governmental fund
types, account for financial resources of the State to be used for the acquisition or construction
of major capital facilities (other than those financed by SRFs, Proprietary Funds and Fiduciary
Funds).
Debt Service Funds (DSFs):
DSFs, one of the four GAAP-defined governmental fund types, account
for the accumulation of resources (including receipts from certain taxes, transfers from other
funds and miscellaneous revenues, such as dormitory room rental fees, which are dedicated by
statute for payment of lease-purchase rentals) for the payment of
general long-term debt service and related costs and payments under lease-purchase and
contractual-obligation financing arrangements.
General Government Results
. An operating deficit of $594 million is reported in the New York
State General Fund for fiscal year ended March 31, 2010. This results in an accumulated General
Fund deficit of $3.5 billion. The State completed its fiscal year ended March 31, 2010, with a
combined Governmental Funds operating surplus of $123 million as compared to a combined
Governmental Funds operating deficit for the preceding fiscal year of $8 billion. The combined
operating surplus of $123 million included an operating surplus in the Federal Special Reserve Fund
of $1 million, in the General Debt Service Fund of $83 million and in the Other Governmental Funds
of $633 million, offset by an operating deficit in the General Fund of $594 million.
The States financial position as shown in its Governmental Funds Balance Sheet as of March
31, 2010, includes a fund balance of $3.9 billion represented by liabilities of $28.1 billion and
by assets available to liquidate such liabilities of $32 billion. The Governmental Funds fund
balance includes a $3.5 billion accumulated deficit General Fund balance.
State Budget Process.
New Yorks budget process begins with the Governors submission of the
Executive Budget to the Legislature each January, in preparation for the start of the fiscal year
on April 1. New Yorks Constitution requires the Governor to submit an Executive Budget that is
balanced on a cash basis in the General Fund the Fund that receives the majority of State taxes,
and all income not earmarked for a particular program or activity. In acting on the bills submitted
by the Governor, the Legislature has certain powers to alter the recommended appropriations and
proposed changes to existing law. The Legislature may strike out or reduce an item of appropriation
recommended by the Governor. The Legislature may add items of appropriation, provided such
additions are stated separately. These additional items are then subject to line-item veto by the
Governor. If the Governor vetoes an appropriation or a bill (or a portion thereof) related to the
budget, these items can be reconsidered in accordance with the rules of each house of the
Legislature. If approved by two-thirds of the members of each house, such items will become law
notwithstanding the Governors veto. Once the appropriation bills and other bills become law, the
DOB revises the State Financial Plan to reflect the Legislatures actions, and begins the process
of implementing the budget.
State Budgetary Outlook.
The DOB projects that the State will end the 2010-11 fiscal year with
a balance of $3.5 billion in All Governmental Funds. The balance consists of $1.4 billion in the
General Fund, $1.7 billion in Special Revenue Funds, $422 million in Federal Operating Funds, $364
million in Debt Service Funds and a negative balance of $275 million in Capital Projects Funds. The
closing balance depends on successful implementation of actions to eliminate the estimated budget
gap of $315 million.
General Fund disbursements, including transfers to other funds, are expected to total $55.7
billion in 2010-11, an increase of $153 million from the Enacted Budget Financial Plan. General
Fund spending is projected to grow at an average annual rate of 12.8 percent from 2010-11 through
2013-14. State Operating Funds spending is projected to grow at an average annual rate of 9.8
percent through 2013-14. For both the
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General Fund and State Operating Funds, spending growth is
driven by Medicaid, education, pension costs, employee and retiree health benefits, and social
services programs.
The budget gap for 2011-12, which the Governor must address in his Executive Budget due on
February 1, 2011, is now projected at $9 billion, an increase of $850 million. In the General Fund,
the projected budget gaps total approximately $9.0 billion in 2011-12, $14.6 billion in 2012-13 and
$17.2 billion in 2013-14.
In the most recent State annual report, it was noted that New York continues to be overly
reliant on non-recurring, temporary and risky resources to balance its budgets. The 2010-11 budget
continues to rely on federal stimulus funds, other temporary resources and improbable revenue
sources while failing to fundamentally align recurring spending with recurring revenue. The State
also continues to incur debt at rate that is unsustainable. As a result, debt service is one of the
fastest growing categories of the budget, with a large portion of the increase attributable to new
debt issued for non-capital needs, including deficit financing and budget relief. Further, nearly
all of this debt has been issued by public authorities without voter approval.
Debt and Other Financing Activities.
The State has obtained long-term financing in the form of
voter-approved general obligation debt (voter-approved debt) and other obligations that are
authorized by legislation but not approved by the
voters (non-voterapproved debt), including lease-purchase contractual obligations where the
States legal obligation to make payments is subject to and paid from annual appropriations made by
the Legislature or from assignments of revenue in the case of Tobacco Settlement Revenue Bonds. The
indebtedness of the State may be classified as State-supported debt and State-related debt.
State-supported Debt.
State-supported debt includes general obligation debt, to which the full
faith and credit of the State has been pledged, and lease-purchase and contractual obligations of
public authorities and municipalities, where the States legal obligation to make payments to those
public authorities and municipalities is subject to and paid from annual appropriations made by the
Legislature.
The Debt Reform Act of 2000 (the Act) imposes statutory limitations which restrict the
issuance of State-supported debt to capital purposes only and establishes a maximum term of 30
years for such debt. The Act also imposed phased-in caps that ultimately limit the amount of new
State-supported debt (issued on or after April 1, 200) to 4% of State personal income, and new
State-supported debt service (on debt issued on and after April 1, 2000 to 5% of total governmental
funds receipts. For the fiscal year ended March 31, 2009, the cumulative debt outstanding and debt
service caps were both 3.65%. The Act does not apply to debt which is not considered
State-supported and therefore does not encompass State-guaranteed debt, moral obligation debt, and
contingent-contractual obligations financing such as the bonds issued by the Tobacco Settlement
Financing Corporation.
General Obligation Debt
. General obligation debt is debt to which the full faith and credit of
the State has been pledged. Under New Yorks Constitution, the State may not, with limited
exceptions for emergencies, undertake long-term general obligation borrowing (i.e., borrowing for
more than one year) unless the borrowing is authorized in a specific amount for a single work or
purpose by the Legislature and approved by the voters. Under the State Constitution, the State may
undertake short-term general obligation borrowings without voter approval (i) in anticipation of
the receipt of taxes and revenues, by issuing general obligation tax and revenue anticipation
notes, and (ii) in anticipation of the receipt of proceeds from the sale of duly authorized but
unissued general obligation bonds, by issuing bond anticipation notes. General obligation debt is
currently authorized for transportation, environment and housing purposes. The State had $3.461
billion in general obligation bonds outstanding at 2010 fiscal year-end. During the year the State
issued $449 million in general obligation bonds. The total amount of general obligation bonded debt
authorized but not yet issued at 20092010 year-end was $2.2 billion. At March 31, 2010 the State
had $55.3 billion in bonds, notes and other financing agreements outstanding compared with $52.5
billion last year, an increase of $2.8 billion. New York has never defaulted on any of its general
obligation debt.
State-Supported Lease-Purchase and Contractual-Obligation Financings.
New York utilizes
certain long-term financing mechanisms, lease-purchase and contractual-obligation financings, which
involve obligations of public authorities or municipalities where debt service is payable by the
State, but are not general obligations of the State. Under these financing arrangements, certain
public authorities and municipalities have issued obligations to finance certain payments to local
governments, various capital
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programs, including those which finance the States highway and bridge
program, State University of New York and City University of New York educational facilities,
health and mental hygiene facilities, prison construction and rehabilitation, economic development
projects, State buildings and housing programs, and equipment acquisitions, and expect to meet
their debt service requirements through the receipt of rental or other contractual payments made by
the State. Debt service payable to certain public authorities from State appropriations for such
lease-purchase and contractual obligation financings may be paid from general resources of the
State or from dedicated tax and other sources (i.e., State personal income taxes, motor vehicle and
motor fuel related-taxes, dormitory facility rentals, and patient charges). Although these
financing arrangements involve a contractual agreement by the State to make payments to a public
authority, municipality or other entity, the States obligation to make such payments is generally
expressly made subject to appropriation by the Legislature and the actual availability of money to
the State for making the payments. New York has never defaulted on any of its obligations under
lease purchase or contractual obligation financing arrangements. As of March 31, 2010, the State
had long-term debt obligations of $40.665 billion under lease/purchase and other financing
arrangements (nonvoter approved), an increase from $38.564 billion for fiscal 2009.
State-related Debt.
State-related debt is a broader measure of State debt that includes the
State-supported debt referenced above, as well as State-guaranteed debt (to which the full faith
and credit of the State has been pledged), moral obligation financings and certain
contingent-contractual obligation financings.
Contingent Contractual-Obligation Financing.
New York may also enter into statutorily
authorized contingent contractual-obligation financings under which the State may enter into
service contracts obligating it to pay debt service on bonds, subject to annual appropriation, in
the event there are shortfalls in revenues from other non-State resources pledged, or otherwise
available, to pay the debt service on the bonds. New York has never been required to make any
payments under this financing arrangement, but the bankruptcy of certain hospitals in the secured
hospitals program may require the State to make payments in the future.
Moral Obligation Financings.
Moral obligation financing generally involves the issuance of
debt by a public authority to finance a revenue-producing project or other activity. The debt is
secured by project revenues and includes statutory provisions requiring the State, subject to
appropriation by the Legislature, to make up any deficiencies which may occur in the issuers debt
service reserve fund. There has never been a payment default on any moral obligation debt of any
public authority. New York does not intend to increase statutory authorizations for moral
obligation bond programs. The State has not been called upon to make any payments pursuant to any
moral obligations since the 1986-87 fiscal year and no such requirements are anticipated during the
2010-11 fiscal year.
State-Guaranteed Financings.
Pursuant to specific constitutional authorization, New York may
also directly guarantee certain public authority obligations. Payments of debt service on
State-guaranteed bonds and notes are legally enforceable obligations of the State. The only current
authorization provides for the State guarantee of the repayment of certain borrowings for
designated projects of the New York State Job Development Authority. The State has never been
called upon to make any direct payments pursuant to any such guarantees and does not anticipate
that it will be called upon to make any payments pursuant to the State guarantee in the 2010-11
fiscal year.
Public Authorities.
Public authorities refer to certain public benefit corporations, created
pursuant to State law. Public authorities are not subject to the constitutional restrictions on the
incurrence of debt that apply to the State itself and may issue bonds and notes within the amounts
and restrictions set forth in legislative authorization. The States access to the public credit
markets could be impaired and the market price of its outstanding debt may be materially and
adversely affected if any of its public authorities were to default on their respective
obligations, particularly those using State-supported or State-related debt. As of December 31,
2009, there were 19 public authorities that had outstanding debt of $100 million or more, and the
aggregate outstanding debt, including refunding bonds, of these State public authorities was
approximately $152 billion, only a portion of which constitutes State-supported or State-related
debt.
New York City.
The fiscal demands on New York may be affected by the fiscal condition of the
City, which relies in part on State aid to balance its budget and meet its cash requirements. It is
also possible that the States finances may be affected by the ability of the City, and certain
entities issuing debt for the benefit of the City, to market securities successfully in the public
credit markets.
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Other Localities.
Certain localities outside New York City have experienced financial problems
and have requested and received additional State assistance during the last several State fiscal
years. Between 2004 and July 2010, the New York legislature authorized 21 bond issuances to finance
local government operating deficits. Like the State, local governments must respond to changing
political, economic and financial influences over which they have little or no control. Such
changes may adversely affect the financial condition of certain local governments. For example, the
federal government may reduce (or in some cases eliminate) federal funding of some local programs
or disallow certain claims which, in turn, may require local governments to fund these expenditures
from their own resources. It is also possible that localities, or any of their respective public
authorities may suffer serious financial difficulties that could jeopardize local access to the
public credit markets, which may adversely affect the marketability of notes and bonds issued by
localities within the State. Localities may also face unanticipated problems resulting from certain
pending litigation, judicial decisions and long-range economic trends. Other large-scale potential
problems, such as declining urban populations, increasing expenditures, and the loss of skilled
manufacturing jobs, may also adversely affect localities and necessitate State assistance.
Risk management
. New York State does not insure its buildings or their contents against theft,
fire or other risks and does not insure its automobiles against the possibility of bodily injury
and property damages. The State does, however, have fidelity insurance on State employees. Workers
compensation coverage is provided on a self-insurance basis.
Legal proceedings
. The State is a defendant in numerous legal proceedings pertaining to
matters incidental to the performance of routine governmental operations. Such litigation includes,
but is not limited to, claims asserted against the
State arising from alleged torts, alleged breaches of contracts, condemnation proceedings and other
alleged violations of State and federal laws.
Included in the States outstanding litigation are a number of cases challenging the legality
or the adequacy of a variety of significant social welfare programs primarily involving the States
Medicaid and mental health programs. Adverse judgments in these matters generally could result in
injunctive relief coupled with prospective changes in patient care that could require substantial
increased financing of the litigated programs in the future.
With respect to pending and threatened litigation, the State has reported liabilities of $480
million for awarded and anticipated unfavorable judgments. In addition, the State is party to other
claims and litigation that its legal counsel has advised may result in possible adverse court
decisions with estimated potential losses of nearly $331 million.
Investment Grade Debt Obligations.
Debt obligations include, among others, bonds, notes, debentures
and variable rate demand notes. They may be U.S. dollar-denominated debt obligations issued or
guaranteed by U.S. corporations or U.S. commercial banks, U.S. dollar-denominated obligations of
foreign issuers and debt obligations of foreign issuers denominated in foreign currencies.
These obligations must meet minimum ratings criteria set forth for the Fund as described in its
prospectus or, if unrated, be of comparable quality. Bonds rated Baa or higher by Moodys and/or
BBB- or higher by S&P or Fitch Ratings, Ltd. are typically considered investment grade debt
obligations. The description of debt securities ratings may be found in Appendix A.
In choosing corporate debt securities on behalf of a Fund, portfolio managers may consider:
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(i)
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general economic and financial conditions;
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(ii)
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the specific issuers (a) business and management, (b) cash flow, (c) earnings
coverage of interest and dividends, (d) ability to operate under adverse economic
conditions, (e) fair market value of assets, and (f) in the case of foreign issuers,
unique political, economic or social conditions applicable to such issuers country;
and,
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(iii)
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other considerations deemed appropriate.
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Debt securities are subject to a variety of risks, such as interest rate risk, income risk,
prepayment risk, inflation risk, credit risk, currency risk and default risk.
Non-Investment Grade Debt Obligations (Junk Bonds).
Bonds rated Ba or below by Moodys and/or BB or
below by S&P or Fitch Ratings, Ltd. are typically considered non- investment grade or junk bonds.
Analysis of the creditworthiness of junk bond issuers is more complex than that of investment-grade
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issuers and the success of the Adviser in managing these decisions is more dependent upon its own
credit analysis than is the case with investment-grade bonds. Description of debt securities
ratings are found in Appendix A.
The capacity of junk bonds to pay interest and repay principal is considered speculative. While
junk bonds may provide an opportunity for greater income and gains, they are subject to greater
risks than higher-rated debt securities. The prices of and yields on junk bonds may fluctuate to a
greater extent than those of higher-rated debt securities. Junk bonds are generally more sensitive
to individual issuer developments, economic conditions and regulatory changes than higher-rated
bonds. Issuers of junk bonds are often issued by smaller, less-seasoned companies or companies that
are highly leveraged with more traditional methods of financing unavailable to them. Junk bonds are
generally at a higher risk of default because such issues are often unsecured or otherwise
subordinated to claims of the issuers other creditors. If a junk bond issuer defaults, a Fund may
incur additional expenses to seek recovery. The secondary markets in which junk bonds are traded
may be thin and less liquid than the market for higher-rated debt securities and a Fund may have
difficulty selling certain junk bonds at the desired time and price. Less liquidity in secondary
trading markets could adversely affect the price at which a Fund could sell a particular junk bond,
and could cause large fluctuations in the net asset value of that Funds shares. The lack of a
liquid secondary market may also make it more difficult for a Fund to obtain accurate market
quotations in valuing junk bond assets and elements of judgment may play a greater role in the
valuation.
Loans, Loan Participations and Assignments.
Loans and loan participations are interests in amounts
owed by a corporate, governmental or other borrowers to another party. They may represent amounts
owed to lenders or lending syndicates, to suppliers of goods or services, or to other parties. The
Fund will have the right to receive payments of principal, interest and any fees to which it is
entitled only from the lender selling the participation and only upon receipt by
the lender of the payments from the borrower. In connection with purchasing participations, the
Fund generally will have no right to enforce compliance by the borrower with the terms of the loan
agreement relating to the loan, nor any rights of set-off against the borrower, and the Fund may
not directly benefit from any collateral supporting the loan in which it has purchased the
participation. As a result, the Fund will be subject to the credit risk of both the borrower and
the lender that is selling the participation. In the event of the insolvency of the lender selling
a participation, a Fund may be treated as a general creditor of the lender and may not benefit from
any set-off between the lender and the borrower.
When the Fund purchases assignments from lenders, it acquires direct rights against the borrower on
the loan. However, because assignments are arranged through private negotiations between potential
assignees and potential assignors, the rights and obligations acquired by a Fund as the purchaser
of an assignment may differ from, and be more limited than, those held by the assigning lender. In
addition, if the loan is foreclosed, the Fund could be part owner of any collateral and could bear
the costs and liabilities of owning and disposing of the collateral.
Investments in loans, loan participations and assignments present the possibility that the Fund
could be held liable as a co-lender under emerging legal theories of lender liability. The Fund
anticipates that loans, loan participations and assignments could be sold only to a limited number
of institutional investors. If there is no active secondary market for a loan, it may be more
difficult to sell the interests in such a loan at a price that is acceptable or to even obtain
pricing information. In addition, some loans, loan participations and assignments may not be rated
by major rating agencies and may not be protected by the securities laws.
Public Bank Loans
. Public bank loans are privately negotiated loans for which information about the
issuer has been made publicly available. Public loans are made by banks or other financial
institutions, and may be rated investment grade (Baa or higher by Moodys, BBB or higher by S&P) or
below investment grade (below Baa by Moodys or below BBB by S&P). However, public bank loans are
not registered under the 1933 Act, and are not publicly traded. They usually are second lien loans
normally lower in priority of payment to senior loans, but have seniority in a companys capital
structure to other claims, such as subordinated corporate bonds or publicly-issued equity so that
in the event of bankruptcy or liquidation, the company is required to pay down these second lien
loans prior to such other lower-ranked claims on their assets. Bank loans normally pay floating
rates that reset frequently, and as a result, protect investors from increases in interest rates.
Bank loans generally are negotiated between a borrower and several financial institutional lenders
represented by one or more lenders acting as agent of all the lenders. The agent is responsible for
negotiating the loan agreement that establishes the terms and conditions of the loan and the rights
of the borrower and the lenders, monitoring any collateral, and collecting principal and interest
on the loan. By
25
investing in a loan, a Fund becomes a member of a syndicate of lenders. Certain
bank loans are illiquid, meaning the Fund may not be able to sell them quickly at a fair price.
Illiquid securities are also difficult to value. To the extent a bank loan has been deemed
illiquid, it will be subject to a Funds restrictions on investment in illiquid securities. The
secondary market for bank loans may be subject to irregular trading activity, wide bid/ask spreads
and extended trade settlement periods.
Bank loans are subject to the risk of default. Default in the payment of interest or principal on a
loan will result in a reduction of income to a Fund, a reduction in the value of the loan, and a
potential decrease in the Funds net asset value. The risk of default will increase in the event of
an economic downturn or a substantial increase in interest rates. Bank loans are subject to the
risk that the cash flow of the borrower and property securing the loan or debt, if any, may be
insufficient to meet scheduled payments. As discussed above, however, because bank loans reside
higher in the capital structure than high yield bonds, default losses have been historically lower
in the bank loan market. Bank loans that are rated below investment grade share the same risks of
other below investment grade securities.
Structured Notes and Indexed Securities.
Structured notes are derivative debt instruments, the
interest rate or principal of which is linked to currencies, interest rates, commodities, indices
or other financial indicators (reference instruments). Indexed securities may include structured
notes and other securities wherein the interest rate or principal are determined by a reference
instrument.
Most structured notes and indexed securities are fixed income securities that have maturities of
three years or less. The interest rate or the principal amount payable at maturity of an indexed
security may vary based on changes in one or more specified reference instruments, such as a
floating interest rate compared with a fixed interest rate. The reference instrument need not be
related to the terms of the indexed security. Structured notes and indexed securities may be
positively or negatively indexed (i.e., their principal value or interest rates may increase or
decrease if the underlying reference instrument appreciates), and may have return characteristics
similar to direct investments in the underlying reference instrument or to one or more options on
the underlying reference instrument.
Structured notes and indexed securities may entail a greater degree of market risk than other types
of debt securities because the investor bears the risk of the reference instrument. Structured
notes or indexed securities also may be more volatile, less liquid, and more difficult to
accurately price than less complex securities and instruments or more traditional debt securities.
In addition to the credit risk of the structured note or indexed securitys issuer and the normal
risks of price changes in response to changes in interest rates, the principal amount of structured
notes or indexed securities may decrease as a result of changes in the value of the underlying
reference instruments. Further, in the case of certain structured notes or indexed securities in
which the interest rate, or exchange rate in the case of currency, is linked to a referenced
instrument, the rate may be increased or decreased or the terms may provide that, under certain
circumstances, the principal amount payable on maturity may be reduced to zero resulting in a loss
to the Fund.
U.S. Corporate Debt Obligations
. Corporate debt obligations in which the Funds may invest are
debt obligations issued or guaranteed by corporations that are denominated in U.S. dollars. Such
investments may include, among others, commercial paper, bonds, notes, debentures, variable rate
demand notes, master notes, funding agreements and other short-term corporate instruments.
Commercial Paper consists of short-term promissory notes issued by corporations. Commercial paper
may be traded in the secondary market after its issuance. Variable rate demand notes are securities
with a variable interest which is readjusted on pre-established dates. Variable rate demand notes
are subject to payment of principal and accrued interest (usually within seven days) on a Funds
demand. Master notes are negotiated notes that permit the investment of fluctuating amounts of
money at varying rates of interest pursuant to arrangements with issuers who meet the credit
quality criteria of the Fund. The interest rate on a master note may fluctuate based upon changes
in specified interest rates or be reset periodically according to a prescribed formula or may be a
set rate. Although there is no secondary market in master notes, if such notes have a demand
feature, the payee may demand payment of the principal amount of the note upon relatively short
notice. Funding agreements are agreements between an insurance company and a Fund covering
underlying demand notes. Although there is no secondary market in funding agreements, if the
underlying notes have a demand feature, the payee may demand payment of the principal amount of the
note upon relatively short notice. Master notes and funding agreements are generally illiquid and
therefore subject to the Funds percentage limitation for investments in illiquid securities.
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Other Investments
Real Estate Investment Trusts (REITs).
REITs are trusts that sell equity or debt securities to
investors and use the proceeds to invest in real estate or interests therein. Equity REITs invest
the majority of their assets directly in real property and derive income primarily from the
collection of rents. Equity REITs can also realize capital gains by selling property that has
appreciated in value. Mortgage REITs invest the majority of their assets in real estate mortgages
and derive income from the collection of interest payments.
Investments in REITS may be subject to many of the same risks as direct investments in real estate.
These risks include difficulties in valuing and trading real estate, declines in the value of real
estate, risks related to general and local economic conditions, adverse changes in the climate for
real estate, environmental liability risks, increases in property taxes and operating expenses,
changes in zoning laws, casualty or condemnation losses, limitations on rents, changes in
neighborhood values, the appeal of properties to tenants, heavy cash flow dependency and increases
in interest rates. To the extent that a Fund invests in REITs, the Fund could conceivably own real
estate directly as a result of a default on the REIT interests or obligations it owns.
In addition to the risks of direct real estate investment described above, equity REITs may be
affected by any changes in the value of the underlying property owned by the trusts, while mortgage
REITs may be affected by the quality of any credit extended. REITs are also subject to the
following risks: they are dependent upon management skill and on cash flows; are not diversified;
are subject to defaults by borrowers, self-liquidation, and the possibility of failing to maintain
an exemption from the 1940 Act; and are subject to interest rate risk. A Fund that invests in REITs
will bear a proportionate share of the expenses of the REITs.
Other Investment Companies.
A Fund may purchase shares of other investment companies, including
exchange traded funds. For each Fund, the 1940 Act imposes the following restrictions on
investments in other investment companies: (i) a Fund may not purchase more than 3% of the total
outstanding voting stock of another investment company; (ii) a Fund may not invest more than 5% of
its total assets in securities issued by another investment company; and (iii) a Fund may not
invest more than 10% of its total assets in securities issued by other investment companies. The
1940 Act and related rules provide certain exemptions from these restrictions. For example, under
certain conditions, a fund may acquire an unlimited amount of shares of mutual funds that are part
of the same group of investment companies as the acquiring fund. In addition, these restrictions do
not apply to investments by the Funds in investment companies that are money
market funds, including money market funds that have Invesco or an affiliate of Invesco as an
investment adviser (the Affiliated Money Market Funds).
When a Fund purchases shares of another investment company, including an Affiliated Money Market
Fund, the Fund will indirectly bear its proportionate share of the advisory fees and other
operating expenses of such investment company and will be subject to the risks associated with the
portfolio investments of the underlying investment company.
Limited Partnerships.
A limited partnership interest entitles the Fund to participate in the
investment return of the partnerships assets as defined by the agreement among the partners. As a
limited partner, the Fund generally is not permitted to participate in the management of the
partnership. However, unlike a general partner whose liability is not limited, a limited partners
liability generally is limited to the amount of its commitment to the partnership
Master Limited Partnerships (MLPs).
Operating earnings flow directly to the unitholders of MLPs in
the form of cash distributions. Although the characteristics of MLPs closely resemble a traditional
limited partnership, a major difference is that MLPs may trade on a public exchange or in the
over-the-counter market. The ability to trade on a public exchange or in the over-the-counter
market provides a certain amount of liquidity not found in many limited partnership investments.
Operating earnings flow directly to the unitholders of MLPs in the form of cash distributions.
The risks of investing in an MLP are similar to those of investing in a partnership and include
less restrictive governance and regulation, and therefore less protection for the MLP investor,
than investors in a corporation. Additional risks include those risks traditionally associated with
investing in the particular industry or industries in which the MLP invests.
Defaulted Securities.
Defaulted securities are debt securities on which the issuer is not currently
making interest payments. In order to enforce its rights in defaulted securities, the Fund may be
required to participate in legal proceedings or take possession of and manage assets securing the
issuers obligations on the defaulted securities. This could increase the Funds operating expenses
and adversely affect its net asset value. Risks in defaulted securities may be considerably higher
as they are generally unsecured and
27
subordinated to other creditors of the issuer. Any investments
by the Fund in defaulted securities will also be considered illiquid securities subject to the
limitations described herein, unless Invesco and/or the Sub-Advisers determine that such defaulted
securities are liquid under guidelines adopted by the Board.
Variable or Floating Rate Instruments.
Variable or floating rate instruments are securities that
provide for a periodic adjustment in the interest rate paid on the obligation. The interest rates
for securities with variable interest rates are readjusted on set dates (such as the last day of
the month or calendar quarter) and the interest rates for securities with floating rates are reset
whenever a specified interest rate change occurs. Variable or floating interest rates generally
reduce changes in the market price of securities from their original purchase price because, upon
readjustment, such rates approximate market rates. Accordingly, as market interest rates decrease
or increase, the potential for capital appreciation or depreciation is less for variable or
floating rate securities than for fixed rate obligations. Many securities with variable or floating
interest rates have a demand feature allowing the Underlying Fund to demand payment of principal
and accrued interest prior to its maturity. The terms of such demand instruments require payment of
principal and accrued interest by the issuer, a guarantor, and/or a liquidity provider. All
variable or floating rate instruments will meet the applicable rating standards of the Funds. The
Funds Adviser, or Sub-Adviser, as applicable, may determine that an unrated floating rate or
variable rate demand obligation meets the Funds rating standards by reason of being backed by a
letter of credit or guarantee issued by a bank that meets those rating standards.
Zero Coupon and Pay-in-Kind Securities.
Zero coupon securities do not pay interest or principal
until final maturity unlike debt securities that traditionally provide periodic payments of
interest (referred to as a coupon payment). Investors must wait until maturity to receive interest
and principal, which increases the interest rate and credit risks of a zero coupon security.
Pay-in-kind securities are securities that have interest payable by delivery of additional
securities. Upon maturity, the holder is entitled to receive the aggregate par value of the
securities. Zero coupon and pay-in-kind securities may be subject to greater fluctuation in value
and less liquidity in the event of adverse market conditions than comparably rated securities
paying cash interest at regular interest payment periods. Investors may purchase zero coupon and
pay-in-kind securities at a price below the amount payable at maturity. The difference between the
purchase price and the amount paid at maturity represents original issue discount on the
security.
Premium Securities.
Premium securities are securities bearing coupon rates higher than the then
prevailing market rates.
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Premium securities are typically purchased at a premium, in other words, at a price greater than
the principal amount payable on maturity. The Fund will not amortize the premium paid for such
securities in calculating its net investment income. As a result, in such cases the purchase of
premium securities provides the Fund a higher level of investment
income distributable to shareholders on a current basis than if the Fund purchased securities
bearing current market rates of interest. However, the yield on these securities would remain at
the current market rate. If securities purchased by the Fund at a premium are called or sold prior
to maturity, the Fund will realize a loss to the extent the call or sale price is less than the
purchase price. Additionally, the Fund will realize a loss of principal if it holds such securities
to maturity.
Stripped Income Securities.
Stripped Income Securities are obligations representing an interest in
all or a portion of the income or principal components of an underlying or related security, a pool
of securities, or other assets. Stripped income securities may be partially stripped so that each
class receives some interest and some principal. However, they may be completely stripped, where
one class will receive all of the interest (the interest only class or the IO class), while the
other class will receive all of the principal (the principal-only class or the PO class).
The market values of stripped income securities tend to be more volatile in response to changes in
interest rates than are conventional income securities. In the case of mortgage-backed stripped
income securities, the yields to maturity of IOs and POs may be very sensitive to principal
repayments (including prepayments) on the underlying mortgages resulting in a Fund being unable to
recoup its initial investment or resulting in a less than anticipated yield. The market for
stripped income securities may be limited, making it difficult for the Fund to dispose of its
holding at an acceptable price.
Privatizations.
The governments of certain foreign countries have, to varying degrees, embarked on
privatization programs to sell part or all of their interests in government owned or controlled
companies or enterprises (privatizations). A Funds investments in such privatizations may include:
(i) privately negotiated investments in a government owned or controlled company or enterprise;
(ii) investments in the initial offering of equity securities of a government owned or controlled
company or enterprise; and (iii) investments in the securities of a government owned or controlled
company or enterprise following its initial equity offering.
In certain foreign countries, the ability of foreign entities such as the Fund to participate in
privatizations may be limited by local law, or the terms on which the Fund may be permitted to
participate may be less advantageous than those for local investors. There can be no assurance that
foreign governments will continue to sell companies and enterprises currently owned or controlled
by them, that privatization programs will be successful, or that foreign governments will not
re-nationalize companies or enterprises that have been privatized. If large blocks of these
enterprises are held by a small group of stockholders the sale of all or some portion of these
blocks could have an adverse effect on the price.
Participation Notes.
Participation notes, also known as participation certificates, are issued
by banks or broker-dealers and are designed to replicate the performance of foreign companies or
foreign securities markets and can be used by the Fund as an alternative means to access the
securities market of a country. The performance results of participation notes will not replicate
exactly the performance of the foreign company or foreign securities market that they seek to
replicate due to transaction and other expenses. Investments in participation notes involve the
same risks associated with a direct investment in the underlying foreign companies or foreign
securities market that they seek to replicate. Participation notes are generally traded
over-the-counter and are subject to counterparty risk. Counterparty risk is the risk that the
broker-dealer or bank that issues them will not fulfill its contractual obligation to complete the
transaction with the Fund. Participation notes constitute general unsecured contractual obligations
of the banks or broker-dealers that issue them, and a Fund is relying on the creditworthiness of
such banks or broker-dealers and has no rights under a participation note against the issuer of the
underlying assets.
Investment Techniques
Forward Commitments, When-Issued and Delayed Delivery Securities.
Forward commitments, when-issued
or delayed delivery basis means that delivery and payment take place in the future after the date
of the commitment to purchase or sell the securities at a pre-determined price and/or yield.
Settlement of such transactions normally occurs a month or more after the purchase or sale
commitment is made. Typically, no interest accrues to the purchaser until the security is
delivered. Forward commitments also include To Be Announced (TBA) mortgage-backed securities,
which are contracts for the purchase or sale of mortgage-backed securities to be delivered at a
future agreed upon date, whereby the specific mortgage pool numbers or the number of pools that
will be delivered to fulfill the trade obligation or terms of the contract are unknown at the time
of the trade. A Fund may also enter into buy/sell back transactions (a form of delayed delivery
agreement). In a buy/sell back transaction, a Fund enters a trade to sell securities at one
29
price
and simultaneously enters a trade to buy the same securities at another price for settlement at a
future date. Although a Fund generally intends to acquire or dispose of securities on a forward
commitment, when-issued or delayed delivery basis, a Fund may sell these securities or its
commitment before the settlement date if deemed advisable.
When purchasing a security on a forward commitment, when-issued or delayed delivery basis, a Fund
assumes the rights and risks of ownership of the security, including the risk of price and yield
fluctuation, and takes such fluctuations into account when determining its net asset value.
Securities purchased on a forward commitment, when-issued or delayed
delivery basis are subject to changes in value based upon the publics perception of the
creditworthiness of the issuer and changes, real or anticipated, in the level of interest rates.
Accordingly, securities acquired on such a basis may expose a Fund to risks because they may
experience such fluctuations prior to actual delivery. Purchasing securities on a forward
commitment, when-issued or delayed delivery basis may involve the additional risk that the yield
available in the market when the delivery takes place actually may be higher than that obtained in
the transaction itself.
Investment in these types of securities may increase the possibility that the Fund will incur
short-term gains subject to federal taxation or short-term losses if the Fund must engage in
portfolio transactions in order to honor its commitment. Until the settlement date, a Fund will
segregate liquid assets of a dollar value sufficient at all times to make payment for the forward
commitment, when-issued or delayed delivery transactions. Such segregated liquid assets will be
marked-to-market daily, and the amount segregated will be increased if necessary to maintain
adequate coverage of the delayed delivery commitments. The delayed delivery securities, which will
not begin to accrue interest or dividends until the settlement date, will be recorded as an asset
of a Fund and will be subject to the risk of market fluctuation. The purchase price of the delayed
delivery securities is a liability of a Fund until settlement.
Short Sales.
The Funds do not currently intend to engage in short sales other than short sales
against the box. A Fund will not sell a security short if, as a result of such short sale, the
aggregate market value of all securities sold short exceeds 10% of the Funds total assets. This
limitation does not apply to short sales against the box.
A short sale involves the sale of a security which a Fund does not own in the hope of purchasing
the same security at a later date at a lower price. To make delivery to the buyer, a Fund must
borrow the security from a broker. The Fund normally closes a short sale by purchasing an
equivalent number of shares of the borrowed security on the open market and delivering them to the
broker. A short sale is typically affected when the Funds Adviser believes that the price of a
particular security will decline. Open short positions using futures or forward currency contracts
are not deemed to constitute selling securities short.
To secure its obligation to deliver the securities sold short to the broker, a Fund will be
required to deposit cash or liquid securities with the broker. In addition, the Fund may have to
pay a premium to borrow the securities, and while the loan of the security sold short is
outstanding, the Fund is required to pay to the broker the amount of any dividends paid on shares
sold short. In addition to maintaining collateral with the broker, a Fund will set aside an amount
of cash or liquid securities equal to the difference, if any, between the current market value of
the securities sold short and any cash or liquid securities deposited as collateral with the
broker-dealer in connection with the short sale. The collateral will be marked-to-market daily. The
amounts deposited with the broker or segregated with the custodian do not have the effect of
limiting the amount of money that the Fund may lose on a short sale. Short sale transactions
covered in this manner are not considered senior securities and are not subject to the Funds
fundamental investment limitations on senior securities and borrowings.
Short positions create a risk that a Fund will be required to cover them by buying the security at
a time when the security has appreciated in value, thus resulting in a loss to the Fund. A short
position in a security poses more risk than holding the same security long. Because a short
position loses value as the securitys price increases, the loss on a short sale is theoretically
unlimited. The loss on a long position is limited to what the Fund originally paid for the security
together with any transaction costs. The Fund may not always be able to borrow a security the Fund
seeks to sell short at a particular time or at an acceptable price. It is possible that the market
value of the securities the Fund holds in long positions will decline at the same time that the
market value of the securities the Fund has sold short increases, thereby increasing the Funds
potential volatility. Because the Fund may be required to pay dividends, interest, premiums and
other expenses in connection with a short sale, any benefit for the Fund resulting from the short
sale will be decreased, and the amount of any ultimate gain or loss will be decreased or increased,
respectively, by the amount of such expenses.
30
The Fund may also enter into short sales against the box. Short sales against the box are short
sales of securities that a Fund owns or has the right to obtain (equivalent in kind or amount to
the securities sold short). If a Fund enters into a short sale against the box, it will be required
to set aside securities equivalent in kind and amount to the securities sold short (or securities
convertible or exchangeable into such securities) and will be required to hold such securities
while the short sale is outstanding. The Fund will incur transaction costs including interest
expenses, in connection with opening, maintaining, and closing short sales against the box.
Short sales against the box result in a constructive sale and require a Fund to recognize any
taxable gain unless an exception to the constructive sale applies. See Dividends, Distributions
and Tax Matters Tax Matters- Tax Treatment of Portfolio Transactions Options, futures,
forward contracts, swap agreements and hedging transactions.
Margin Transactions
. None of the Funds will purchase any security on margin, except that each Fund
may obtain such short-term credits as may be necessary for the clearance of purchases and sales of
portfolio securities. The payment by a
Fund of initial or variation margin in connection with futures or related options transactions will
not be considered the purchase of a security on margin.
Interfund Loans
. The SEC has issued an exemptive order permitting the Invesco Funds to borrow money
from and lend money to each other for temporary or emergency purposes. The Invesco Funds interfund
lending program is subject to a number of conditions, including the requirements that: (1) an
interfund loan will generally only occur if the interest rate on the loan is more favorable to the
borrowing fund than the interest rate typically available from a bank for a comparable transaction
and the rate is more favorable to the lending fund than the rate available on overnight repurchase
transactions; (2) an Invesco Fund may not lend more than 15% of its net assets through the program
(measured at the time of the last loan); and (3) an Invesco Fund may not lend more than 5% of its
net assets to another Invesco Fund through the program (measured at the time of the loan). A Fund
may participate in the program only if and to the extent that such participation is consistent with
the Funds investment objective and investment policies. Interfund loans have a maximum duration of
seven days. Loans may be called with one days notice and may be repaid on any day.
Borrowing.
The Funds may borrow money to the extent permitted under Fund Policies. Such
borrowings may be utilized (i) for temporary or emergency purposes; (ii) in anticipation of or in
response to adverse market conditions; or (iii) for cash management purposes. All borrowings are
limited to an amount not exceeding 33 1/3% of a Funds total assets (including the amount borrowed)
less liabilities (other than borrowings). Any borrowings that exceed this amount will be reduced
within three business days to the extent necessary to comply with the 33 1/3% limitation even if it
is not advantageous to sell securities at that time.
If there are unusually heavy redemptions, a Fund may have to sell a portion of its investment
portfolio at a time when it may not be advantageous to do so. Selling Fund securities under these
circumstances may result in a lower net asset value per share or decreased dividend income, or
both. Invesco and the Sub-Advisers believe that, in the event of abnormally heavy redemption
requests, a Funds borrowing ability would help to mitigate any such effects and could make the
forced sale of their portfolio securities less likely.
The Funds may borrow from a bank, broker-dealer, or another Invesco Fund. Additionally, the Funds
are permitted to temporarily carry a negative or overdrawn balance in their account with their
custodian bank. To compensate the custodian bank for such overdrafts, the Funds may either (i)
leave funds as a compensating balance in their account so the custodian bank can be compensated by
earning interest on such funds; or (ii) compensate the custodian bank by paying it an agreed upon
rate. A Fund may not purchase additional securities when any borrowings from banks or
broker-dealers exceed 5% of the Funds total assets or when any borrowings from a Fund are
outstanding.
Lending Portfolio Securities
. Each Fund may lend its portfolio securities (principally to
broker-dealers) to generate additional income. Such loans are callable at any time and are
continuously secured by segregated collateral equal to no less than the market value, determined
daily, of the loaned securities. Such collateral will be cash, letters of credit, or debt
securities issued or guaranteed by the U.S. Government or any of its agencies. Each Fund may lend
portfolio securities to the extent of one-third of its total assets. A Fund will loan its
securities only to parties that Invesco has determined are in good standing and when, in Invescos
judgment, the income earned would justify the risks.
A Fund will not have the right to vote securities while they are on loan, but it can call a loan in
anticipation of an important vote. The Fund would receive income in lieu of dividends on loaned
securities and may, at the same time, generate income on the loan collateral or on the investment
of any cash collateral.
31
If the borrower defaults on its obligation to return the securities loaned because of insolvency or
other reasons, the Fund could experience delays and costs in recovering securities loaned or
gaining access to the collateral. If the Fund is not able to recover the securities loaned, the
Fund may sell the collateral and purchase a replacement security in the market. Lending securities
entails a risk of loss to the Fund if and to the extent that the market value of the loaned
securities increases and the collateral is not increased accordingly.
Any cash received as collateral for loaned securities will be invested, in accordance with a Funds
investment guidelines, in short-term money market instruments or Affiliated Money Market Funds.
Investing this cash subjects that investment to market appreciation or depreciation. For purposes
of determining whether a Fund is complying with its investment policies, strategies and
restrictions, the Fund will consider the loaned securities as assets of the Fund, but will not
consider any collateral received as a Fund asset. The Fund will bear any loss on the investment of
cash collateral.
For a discussion of tax considerations relating to lending portfolio securities, see Dividends,
Distributions and Tax Matters Tax Matters Tax Treatment of Portfolio Transactions -
Securities lending.
Repurchase Agreements.
A Fund may engage in repurchase agreement transactions involving the types
of securities in which it is permitted to invest. Repurchase agreements are agreements under which
a Fund acquires ownership of a
security from a broker-dealer or bank that agrees to repurchase the security at a mutually agreed
upon time and price (which is higher than the purchase price), thereby determining the yield during
a Funds holding period. A Fund may enter into a continuing contract or open repurchase
agreement under which the seller is under a continuing obligation to repurchase the underlying
securities from the Fund on demand and the effective interest rate is negotiated on a daily basis.
Repurchase agreements may be viewed as loans made by a Fund which are collateralized by the
securities subject to repurchase.
If the seller of a repurchase agreement fails to repurchase the security in accordance with the
terms of the agreement, a Fund might incur expenses in enforcing its rights, and could experience a
loss on the sale of the underlying security to the extent that the proceeds of the sale including
accrued interest are less than the resale price provided in the agreement, including interest. In
addition, although the Bankruptcy Code and other insolvency laws may provide certain protections
for some types of repurchase agreements, if the seller of a repurchase agreement should be involved
in bankruptcy or insolvency proceedings, a Fund may incur delay and costs in selling the underlying
security or may suffer a loss of principal and interest if the value of the underlying security
declines. The securities underlying a repurchase agreement will be marked-to-market every business
day so that the value of such securities is at least equal to the investment value of the
repurchase agreement, including any accrued interest thereon.
The Funds may invest their cash balances in joint accounts with other Funds for the purpose of
investing in repurchase agreements with maturities not to exceed 60 days, and in certain other
money market instruments with remaining maturities not to exceed 90 days. Repurchase agreements are
considered loans by a Fund under the 1940 Act.
Restricted and Illiquid Securities
. Each Fund may invest up to 15% of its net assets in securities
that are illiquid.
Illiquid securities are securities that cannot be disposed of within seven days in the normal
course of business at the price at which they are valued. Illiquid securities may include a wide
variety of investments, such as: (1) repurchase agreements maturing in more than seven days (unless
the agreements have demand/redemption features); (2) over-the-counter (OTC) options contracts and
certain other derivatives (including certain swap agreements); (3) fixed time deposits that are not
subject to prepayment or that provide for withdrawal penalties upon prepayment (other than
overnight deposits); (4) loan interests and other direct debt instruments; (5) municipal lease
obligations; (6) commercial paper issued pursuant to Section 4(2) of the Securities Act of 1933, as
amended (the 1933 Act); and (7) securities that are unregistered, that can be sold to qualified
institutional buyers in accordance with Rule 144A under the 1933 Act, or that are exempt from
registration under the 1933 Act or otherwise restricted under the federal securities laws.
Limitations on the resale of restricted securities may have an adverse effect on their
marketability, which may prevent a Fund from disposing of them promptly at reasonable prices. The
Fund may have to bear the expense of registering such securities for resale, and the risk of
substantial delays in effecting such registrations. A Funds difficulty valuing and selling
illiquid securities may result in a loss or be costly to the Fund.
32
If a substantial market develops for a restricted security or other illiquid investment held by a
Fund, it may be treated as a liquid security, in accordance with procedures and guidelines approved
by the Board. While Invesco monitors the liquidity of restricted securities on a daily basis, the
Board oversees and retains ultimate responsibility for Invescos liquidity determinations. Invesco
considers various factors when determining whether a security is liquid, including the frequency of
trades, availability of quotations and number of dealers or qualified institutional buyers in the
market.
Reverse Repurchase Agreements.
Reverse repurchase agreements are agreements that involve the sale
of securities held by a Fund to financial institutions such as banks and broker-dealers, with an
agreement that the Fund will repurchase the securities at an agreed upon price and date. During the
reverse repurchase agreement period, the Fund continues to receive interest and principal payments
on the securities sold. A Fund may employ reverse repurchase agreements (i) for temporary emergency
purposes, such as to meet unanticipated net redemptions so as to avoid liquidating other portfolio
securities during unfavorable market conditions; (ii) to cover short-term cash requirements
resulting from the timing of trade settlements; or (iii) to take advantage of market situations
where the interest income to be earned from the investment of the proceeds of the transaction is
greater than the interest expense of the transaction.
Reverse repurchase agreements involve the risk that the market value of securities to be purchased
by the Fund may decline below the price at which the Fund is obligated to repurchase the
securities, or that the other party may default on its obligation, so that the Fund is delayed or
prevented from completing the transaction. At the time the Fund enters into a reverse repurchase
agreement, it will segregate, and maintain, liquid assets having a dollar value equal to the
repurchase price. In the event the buyer of securities under a reverse repurchase agreement files
for bankruptcy or becomes insolvent, a Funds use of the proceeds from the sale of the securities
may be restricted pending a determination by the other party, or its trustee or receiver, whether
to enforce the Funds obligation to repurchase the securities. Reverse repurchase agreements are
considered borrowings by a Fund under the 1940 Act.
Mortgage Dollar Rolls.
A mortgage dollar roll (a dollar roll) is a type of transaction that
involves the sale by a Fund of a mortgage-backed security to a financial institution such as a bank
or broker-dealer, with an agreement that the Fund will repurchase a substantially similar (i.e.,
same type, coupon and maturity) security at an agreed upon price and date. The mortgage securities
that are purchased will bear the same interest rate as those sold, but will generally be
collateralized by different pools of mortgages with different prepayment histories. During the
period between the sale and repurchase a Fund will not be entitled to receive interest or principal
payments on the securities sold but is compensated for the difference between the current sales
price and the forward price for the future purchase. In addition, cash proceeds of the sale may be
invested in short-term instruments and the income from these investments, together with any
additional fee income received on the sale, would generate income for a Fund. A Fund typically
enters into a dollar roll transaction to enhance the Funds return either on an income or total
return basis or to manage pre-payment risk.
Dollar roll transactions involve the risk that the market value of the securities retained by a
Fund may decline below the price of the securities that the Fund has sold but is obligated to
repurchase under the agreement. In the event the buyer of securities under a dollar roll
transaction files for bankruptcy or becomes insolvent, a Funds use of the proceeds from the sale
of the securities may be restricted pending a determination by the other party, or its trustee or
receiver, whether to enforce the Funds obligation to repurchase the securities. Dollar rolls are
considered borrowings by a Fund under the 1940 Act. At the time a Fund enters into a dollar roll
transaction, a sufficient amount of assets held by the Fund will be segregated to meet the forward
commitment.
Unless the benefits of the sale exceed the income, capital appreciation or gains on the securities
sold as part of the dollar roll, the investment performance of a Fund will be less than what the
performance would have been without the use of dollar rolls. The benefits of dollar rolls may
depend upon the Adviser or Sub-Advisers ability to predict mortgage repayments and interest rates.
There is no assurance that dollar rolls can be successfully employed.
Standby Commitments.
Certain Funds may acquire securities that are subject to standby commitments
from banks or other municipal securities dealers.
33
Under a standby commitment, a bank or dealer would agree to purchase, at the Funds option,
specified securities at a specified price. Standby commitments generally increase the cost of the
acquisition of the underlying security, thereby reducing the yield. Standby commitments depend upon
the issuers ability to fulfill its obligation upon demand. Although no definitive creditworthiness
criteria are used for this purpose, Invesco reviews the creditworthiness of the banks and other
municipal securities dealers from which the Funds obtain standby commitments in order to evaluate
those risks.
Contracts for Difference
. A contract for difference (CFD) is a contract between two parties, buyer
and seller, stipulating that the seller will pay to the buyer the difference between the nominal
value of the underlying stock, stock basket or index at the opening of the contract and the
stocks, stock baskets or indexs value at the close of the contract. The size of the contract and
the contracts expiration date are typically negotiated by the parties to the CFD transaction. CFDs
enable a
Fund to take long positions on an underlying stock, stock basket or index and thus potentially
capture gains on movements in the share prices of the stock, stock basket or index without the need
to own the underlying stock, stock basket or index. By entering into a CFD transaction, a Fund
could incur losses because it would face many of the same types of risks as owning the underlying
equity security directly. For example, a Fund might buy a position in a CFD and the contract value
at the close of the transaction may be greater than the contract value at the opening of the
transaction. This may be due to, among other factors, an increase in the market value of the
underlying equity security. In such a situation, a Fund would have to pay the difference in value
of the contract to the seller of the CFD. CFDs also carry counterparty risk, i.e., the risk that
the counterparty to the CFD transaction may be unable or unwilling to make payments or to otherwise
honor its financial obligations under the terms of the contract. If the counterparty were to do so,
the value of the contract, and of a Funds shares, may be reduced.
Entry into a CFD transaction may, in certain circumstances, require the payment of an initial
margin, and adverse market movements against the underlying stock may require the buyer to make
additional margin payments. CFDs may be considered illiquid by the SEC staff and subject to the
limitations on illiquid investments. To the extent that there is an imperfect correlation between
the return on a Funds obligation to its counterparty under the CFD and the return on related
assets in its portfolio, the CFD transaction may increase such Funds financial risk. A Fund will
not enter into a CFD transaction that is inconsistent with its investment objective, policies and
strategies.
Derivatives
A derivative is a financial instrument whose value is dependent upon the value of other assets,
rates or indices, referred to as an underlying reference. These underlying references may include
commodities, stocks, bonds, interest rates, currency exchange rates or related indices. Derivatives
include swaps, options, warrants, futures and forward currency contracts. Some derivatives, such as
futures and certain options, are traded on U.S. commodity or securities exchanges, while other
derivatives, such as swap agreements, are privately negotiated and entered into in the OTC market.
Derivatives may be used for hedging, which means that they may be used when the portfolio
manager seeks to protect the Funds investments from a decline in value, which could result from
changes in interest rates, market prices, currency fluctuations and other market factors.
Derivatives may also be used when the portfolio manager seeks to increase liquidity, implement a
tax or cash management strategy, invest in a particular stock, bond or segment of the market in a
more efficient or less expensive way, modify the characteristics of the Funds portfolio
investments, for example, duration, and/or to enhance return. However derivatives are used, their
successful use is not assured and will depend upon the portfolio managers ability to predict and
understand relevant market movements.
Because certain derivatives involve leverage, that is, the amount invested may be smaller than the
full economic exposure of the derivative instrument and the Fund could lose more than it invested,
federal securities laws, regulations and guidance may require the Fund to earmark assets to reduce
the risks associated with derivatives or to otherwise hold instruments that offset the Funds
obligations under the derivatives instrument. This process is known as cover. A Fund will not
enter into any derivative transaction unless it can comply with SEC guidance regarding cover, and,
if SEC guidance so requires, a Fund will earmark cash or liquid assets with a value sufficient to
cover its obligations under a derivative transaction or otherwise cover the transaction in
accordance with applicable SEC guidance. If a large portion of a Funds assets is used for cover,
it could affect portfolio management or the Funds ability to meet redemption requests or other
current obligations. The leverage involved in certain derivative transactions may result in a
Funds net asset value being more sensitive to changes in the value of the related investment.
34
General risks associated with derivatives:
The use by the Funds of derivatives may involve certain risks, as described below.
Counterparty Risk:
OTC derivatives are generally governed by a single master agreement for each
counterparty. Counterparty risk refers to the risk that the counterparty under the agreement will
not live up to its obligations. An agreement may not contemplate delivery of collateral to support
fully a counterpartys contractual obligation; therefore, a Fund might need to rely on contractual
remedies to satisfy the counterpartys full obligation. As with any contractual remedy, there is no
guarantee that a Fund will be successful in pursuing such remedies, particularly in the event of
the counterpartys bankruptcy. The agreement may allow for netting of the counterpartys
obligations on specific transactions, in which case a Funds obligation or right will be the net
amount owed to or by the counterparty. The Fund will not enter into a derivative transaction with
any counterparty that Invesco and/or the Sub-Advisers believe does not have the financial resources
to honor its obligations under the transaction. Invesco monitors the financial stability of
counterparties. Where the obligations of the counterparty are guaranteed, Invesco monitors the
financial stability of the guarantor instead of the counterparty.
A Fund will not enter into a transaction with any single counterparty if the net amount owed or to
be received under existing transactions under the agreements with that counterparty would exceed 5%
of the Funds net assets determined on the date the transaction is entered into.
Leverage Risk:
Leverage exists when a Fund can lose more than it originally invests because it
purchases or sells an instrument or enters into a transaction without investing an amount equal to
the full economic exposure of the instrument or transaction. A Fund mitigates leverage by
segregating or earmarking assets or otherwise covers transactions that may give rise to leverage.
Liquidity Risk:
The risk that a particular derivative is difficult to sell or liquidate. If a
derivative transaction is particularly large or if the relevant market is illiquid, it may not be
possible to initiate a transaction or liquidate a position at an advantageous time or price, which
may result in significant losses to the Fund.
Pricing Risk:
The risk that the value of a particular derivative does not move in tandem or as
otherwise expected relative to the corresponding underlying instruments.
Regulatory Risk:
The risk that a change in laws or regulations will materially impact a security or
market.
Tax Risks:
For a discussion of the tax considerations relating to derivative transactions, see
Dividends, Distributions and Tax Matters Tax Matters Tax Treatment of Portfolio
Transactions.
General risks of hedging strategies using derivatives:
The use by the Funds of hedging strategies involves special considerations and risks, as described
below.
Successful use of hedging transactions depends upon Invescos and the Sub-Advisers ability to
predict correctly the direction of changes in the value of the applicable markets and securities,
contracts and/or currencies. While Invesco and the Sub-Advisers are experienced in the use of
derivatives for hedging, there can be no assurance that any particular hedging strategy will
succeed.
In a hedging transaction, there might be imperfect correlation, or even no correlation, between the
price movements of an instrument used for hedging and the price movements of the investments being
hedged. Such a lack of correlation might occur due to factors unrelated to the value of the
investments being hedged, such as changing interest rates, market liquidity, and speculative or
other pressures on the markets in which the hedging instrument is traded.
Hedging strategies, if successful, can reduce risk of loss by wholly or partially offsetting the
negative effect of unfavorable price movements in the investments being hedged. However, hedging
strategies can also reduce opportunity for gain by offsetting the positive effect of favorable
price movements in the hedged investments.
Types of derivatives:
Swap Agreements.
Generally, swap agreements are contracts between a Fund and a brokerage firm,
bank, or other financial institution (the counterparty) for periods ranging from a few days to
multiple years. In a basic swap transaction, the Fund agrees with its counterparty to exchange the
returns (or
35
differentials in returns) earned or realized on a particular asset such as an equity or
debt security, commodity, currency or interest rate, calculated with respect to a notional
amount. The notional amount is the set amount selected by the parties to use as the basis on which
to calculate the obligations that the parties to a swap agreement have agreed to exchange. The
parties typically do not exchange the notional amount. Instead, they agree to exchange the returns
that would be earned or realized if the notional amount were invested in given investments or at
given interest rates. Examples of returns that may be exchanged in a swap agreement are those of a
particular security, a particular fixed or variable interest rate, a particular foreign currency,
or a basket of securities representing a particular index. In some cases, such as cross currency
swaps, the swap agreement may require delivery (exchange) of the entire notional value of one
designated currency for another designated currency.
Numerous proposals have been made by various regulatory entities and rulemaking
bodies to regulate the OTC derivatives markets, including, specifically, credit default swaps. The
Fund cannot predict the outcome or final form of any of these proposals or if or when any of them
would become effective. However, any additional regulation or limitation on the OTC markets for
derivatives could materially and adversely impact the ability of the Fund to buy or sell OTC
derivatives, including credit default swaps.
Commonly used swap agreements include:
Credit Default Swaps
(CDS): An agreement between two parties where the first party agrees to make
one or more payments to the second party, while the second party assumes the risk of certain
defaults, generally a failure to pay or
bankruptcy of the issuer on a referenced debt obligation. CDS transactions are typically
individually negotiated and structured. A Fund may enter into CDS to create long or short exposure
to domestic or foreign corporate debt securities or sovereign debt securities.
A Fund may buy a CDS (buy credit protection). In this transaction the Fund makes a stream of
payments based on a fixed interest rate (the premium) over the life of the swap in exchange for a
counterparty (the seller) taking on the risk of default of a referenced debt obligation (the
Reference Obligation). If a credit event occurs for the Reference Obligation, the Fund would cease
making premium payments and it would deliver defaulted bonds to the seller. In return, the seller
would pay the notional value of the Reference Obligation to the Fund. Alternatively, the two
counterparties may agree to cash settlement in which the seller delivers to the Fund (buyer) the
difference between the market value and the notional value of the Reference Obligation. If no event
of default occurs, the Fund pays the fixed premium to the seller for the life of the contract, and
no other exchange occurs.
Alternatively, a Fund may sell a CDS (sell credit protection). In this transaction the Fund will
receive premium payments from the buyer in exchange for taking the risk of default of the Reference
Obligation. If a credit event occurs for the Reference Obligation
,
the buyer would cease to make
premium payments to the Fund and deliver the Reference Obligation to the Fund. In return, the Fund
would pay the notional value of the Reference Obligation to the buyer. Alternatively, the two
counterparties may agree to cash settlement in which the Fund would pay the buyer the difference
between the market value and the notional value of the Reference Obligation. If no event of default
occurs, the Fund receives the premium payments over the life of the contract, and no other exchange
occurs.
Credit Default Index (CDX).
A CDX is an index of CDS. CDX allow an investor to manage credit risk
or to take a position on a basket of credit entities (such as CDS or CMBS) in a more efficient
manner than transacting in single name CDS. If a credit event occurs in one of the underlying
companies, the protection is paid out via the delivery of the defaulted bond by the buyer of
protection in return for payment of the notional value of the defaulted bond by the seller of
protection or it may be settled through a cash settlement between the two parties. The underlying
company is then removed from the index. New series of CDX are issued on a regular basis. A
Commercial Mortgage-Backed Index (CMBX) is a type of CDX made up of 25 tranches of commercial
mortgage-backed securities (See Debt Instruments Mortgage-Backed and Asset-Backed Securities)
rather than CDS. Unlike other CDX contracts where credit events are intended to capture an event of
default CMBX involves a pay-as-you-go (PAUG) settlement process designed to capture non-default
events that affect the cash flow of the reference obligation. PAUG involves ongoing, two-way
payments over the life of a contract between the buyer and the seller of protection and is designed
to closely mirror the cash flow of a portfolio of cash commercial mortgage-backed securities.
Currency Swap
: An agreement between two parties pursuant to which the parties exchange a U.S.
dollar-denominated payment for a payment denominated in a different currency.
Interest Rate Swap:
An agreement between two parties pursuant to which the parties exchange a
floating rate payment for a fixed rate payment based on a specified principal or notional amount.
In other words, Party A agrees to pay Party B a fixed interest rate and in return Party B agrees to
pay Party A a variable interest rate.
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Total Return Swap
: An agreement in which one party makes payments based on a set rate, either fixed
or variable, while the other party makes payments based on the return of an underlying asset, which
includes both the income it generates and any capital gains.
Inflation Swaps.
Inflation swap agreements are contracts in which one party agrees to pay the
cumulative percentage increase in a price index, such as the Consumer Price Index, over the term of
the swap (with some lag on the referenced inflation index), and the other party pays a compounded
fixed rate. Inflation swap agreements may be used to protect the net asset value of a Fund against
an unexpected change in the rate of inflation measured by an inflation index. The value of
inflation swap agreements is expected to change in response to changes in real interest rates. Real
interest rates are tied to the relationship between nominal interest rates and the rate of
inflation.
Options.
An option is a contract that gives the purchaser of the option, in return
for the premium paid, the right to buy from (in the case of a call) or sell to (in the case of a
put) the writer of the option at the exercise price during the term of the option (for American
style options or on a specified date for European style options), the security, currency or other
instrument underlying the option (or in the case of an index option the cash value of the index).
Options on a CDS or a Futures Contract (defined below) give the purchaser the right to enter into a
CDS or assume a position in a Futures Contract.
The Funds may engage in certain strategies involving options to attempt to manage the risk of their
investments or, in certain circumstances, for investment (i.e., as a substitute for investing in
securities). Option transactions present the
possibility of large amounts of exposure (or leverage), which may result in a Funds net asset
value being more sensitive to changes in the value of the option
.
The value of an option position will reflect, among other things, the current market value of the
underlying investment, the time remaining until expiration, the relationship of the exercise price
to the market price of the underlying investment, the price volatility of the underlying investment
and general market and interest rate conditions.
A Fund will not write (sell) options if, immediately after such sale, the aggregate value of
securities or obligations underlying the outstanding options would exceed 20% of the Funds total
assets. A Fund will not purchase options if, immediately after such purchase, the aggregate
premiums paid for outstanding options would exceed 5% of the Funds total assets.
A Fund may effectively terminate its right or obligation under an option by entering into an
offsetting closing transaction. For example, a Fund may terminate its obligation under a call or
put option that it had written by purchasing an identical call or put option, which is known as a
closing purchase transaction. Conversely, a Fund may terminate a position in a put or call option
it had purchased by writing an identical put or call option, which is known as a closing sale
transaction. Closing transactions permit a Fund to realize profits or limit losses on an option
position prior to its exercise or expiration.
Options may be either listed on an exchange or traded in OTC markets. Listed options are tri-party
contracts (i.e., performance of the obligations of the purchaser and seller are guaranteed by the
exchange or clearing corporation) and have standardized strike prices and expiration dates. OTC
options are two-party contracts with negotiated strike prices and expiration dates and differ from
exchange-traded options in that OTC options are transacted with dealers directly and not through a
clearing corporation (which guarantees performance). In the case of OTC options, there can be no
assurance that a liquid secondary market will exist for any particular option at any specific time;
therefore the Fund may be required to treat some or all OTC options as illiquid securities.
Although a Fund will enter into OTC options only with dealers that are expected to be capable of
entering into closing transactions with it, there is no assurance that the Fund will in fact be
able to close out an OTC option position at a favorable price prior to exercise or expiration. In
the event of insolvency of the dealer, a Fund might be unable to close out an OTC option position
at any time prior to its expiration.
Types of Options:
Put Options on Securities
: A put option gives the purchaser the right to sell, to the writer, the
underlying security, contract or foreign currency at the stated exercise price at any time prior to
the expiration date of the option for American style options or on a specified date for European
style options, regardless of the market price or exchange rate of the security, contract or foreign
currency, as the case may be, at the
37
time of exercise. If the purchaser exercises the put option,
the writer of a put option is obligated to buy the underlying security, contract or foreign
currency for the exercise price.
Call Options on Securities
: A call option gives the purchaser the right to buy, from the writer,
the underlying security, contract or foreign currency at the stated exercise price at any time
prior to the expiration of the option (for American style options) or on a specified date (for
European style options), regardless of the market price or exchange rate of the security, contract
or foreign currency, as the case may be, at the time of exercise. If the purchaser exercises the
call option, the writer of a call option is obligated to sell to and deliver the underlying
security, contract or foreign currency to the purchaser of the call option for the exercise price.
Index Options:
Index options (or options on securities indices) give the holder the right to
receive, upon exercise, cash instead of securities, if the closing level of the securities index
upon which the option is based is greater than, in the case of a call, or less than, in the case of
a put, the exercise price of the option. The amount of cash is equal to the difference between the
closing price of the index and the exercise price of the call or put times a specified multiple
(the multiplier), which determines the total dollar value for each point of such difference.
The risks of investment in index options may be greater than options on securities. Because index
options are settled in cash, when a Fund writes a call on an index it cannot provide in advance for
its potential settlement obligations by acquiring and holding the underlying securities. A Fund can
offset some of the risk of writing a call index option by holding a diversified portfolio of
securities similar to those on which the underlying index is based. However, the Fund cannot, as a
practical matter, acquire and hold a portfolio containing exactly the same securities that underlie
the index and, as a result, bears the risk that the value of the securities held will not be
perfectly correlated with the value of the index.
CDS Option:
A CDS option transaction gives the holder the right to enter into a CDS at a specified
future date and under specified terms in exchange for a purchase price or premium. The writer of
the option bears the risk of any unfavorable move in the value of the CDS relative to the market
value on the exercise date, while the purchaser may allow the option to expire unexercised.
Options on Futures Contracts:
Options on Futures Contracts give the holder the right to assume a
position in a Futures Contract (to buy the Futures Contract if the option is a call and to sell the
Futures Contract if the option is a put) at a specified exercise price at any time during the
period of the option.
Swaptions.
An option on a swap agreement, also called a swaption, is an option that gives the
buyer the right, but not the obligation, to enter into a swap on a future date in exchange for
paying a market based premium. A receiver swaption gives the owner the right to receive the total
return of a specified asset, reference rate, or index. A payer swaption gives the owner the right
to pay the total return of a specified asset, reference rate, or index. Swaptions also include
options that allow an existing swap to be terminated or extended by one of the counterparties.
Option Techniques:
Writing Options
. A Fund may write options to generate additional income and to seek to hedge
its portfolio against market or exchange rate movements. As the writer of an option, the Fund may
have no control over when the underlying instruments must be sold (in the case of a call option) or
purchased (in the case of a put option) because the option purchaser may notify the Fund of
exercise at any time prior to the expiration of the option (for American style options). In
general, options are rarely exercised prior to expiration. Whether or not an option expires
unexercised, the writer retains the amount of the premium.
A Fund would write a put option at an exercise price that, reduced by the premium received on
the option, reflects the price it is willing to pay for the underlying security, contract or
currency. In return for the premium received for writing a put option, the Fund assumes the risk
that the price of the underlying security, contract, or foreign currency will decline below the
exercise price, in which case the put would be exercised and the Fund would suffer a loss.
38
In return for the premium received for writing a call option on a security the Fund holds, the Fund
foregoes the opportunity for profit from a price increase in the underlying security, contract, or
foreign currency above the exercise price so long as the option remains open, but retains the risk
of loss should the price of the security, contract, or foreign currency decline.
If an option that a Fund has written expires, the Fund will realize a gain in the amount of the
premium; however, such gain may be offset by a decline in the market value of the underlying
security, contract or currency, held by the Fund during the option period. If a call option is
exercised, a Fund will realize a gain or loss from the sale of the underlying security, contract or
currency, which will be increased or offset by the premium received. The obligation imposed upon
the writer of an option is terminated upon the expiration of the option, or such earlier time at
which a Fund effects a closing purchase transaction by purchasing an option (put or call as the
case may be) identical to that previously sold.
Purchasing Options.
A Fund may only purchase a put option on an underlying security, contract or currency owned by the
Fund in order to protect against an anticipated decline in the value of the security, contract or
currency held by the Fund; or purchase put options on underlying securities, contracts or
currencies against which it has written other put options. The premium paid for the put option and
any transaction costs would reduce any profit realized when the security, contract or currency is
delivered upon the exercise of the put option. Conversely, if the underlying security, contract or
currency does not decline in value, the option may expire worthless and the premium paid for the
protective put would be lost.
A Fund may purchase a call option for the purpose of acquiring the underlying security, contract or
currency for its portfolio, or on underlying securities, contracts or currencies against which it
has written other call options. The Fund is not required to own the underlying security in order to
purchase a call option. If the Fund does not own the underlying position, the purchase of a call
option would enable a Fund to acquire the security, contract or currency at the exercise price of
the call option plus the premium paid. So long as it holds a call option, rather than the
underlying security, contract or currency itself, the Fund is partially protected from any
unexpected increase in the market price of the underlying security, contract or currency. If the
market price does not exceed the exercise price, the Fund could purchase the security on the open
market and could allow the call option to expire, incurring a loss only to the extent of the
premium paid for the option.
Straddles/Spreads/Collars.
Spread and straddle options transactions.
In spread transactions, a Fund buys and writes a
put or buys and writes a call on the same underlying instrument with the options having different
exercise prices, expiration dates, or both. In straddles, a Fund purchases a put option and a
call option or writes a put option and a call option on the same instrument with the same
expiration date and typically the same exercise price. When a Fund engages in spread and straddle
transactions, it seeks to profit from differences in the option premiums paid and received and in
the market prices of the related options positions when they are closed out or sold. Because these
transactions require the Fund to buy
and/or write more than one option simultaneously, the Funds ability to enter into such
transactions and to liquidate its positions when necessary or deemed advisable may be more limited
than if the Fund were to buy or sell a single option. Similarly, costs incurred by the Fund in
connection with these transactions will in many cases be greater than if the Fund were to buy or
sell a single option.
Option Collars.
A Fund also may use option collars. A collar position combines a put
option purchased by the Fund (the right of the Fund to sell a specific security within a specified
period) with a call option that is written by the Fund (the right of the counterparty to buy the
same security) in a single instrument. The Funds right to sell the security is typically set at a
price that is below the counterpartys right to buy the security. Thus, the combined position
collars the performance of the underlying security, providing protection from depreciation below
the price specified in the put option, and allowing for participation in any appreciation up to the
price specified by the call option.
Warrants.
A warrant gives the holder the right to purchase securities from the issuer at a specific
price within a certain time frame and is similar to a call option. The main difference between
warrants and call options is that warrants are issued by the company that will issue the underlying
security, whereas options are not issued by the company. Young, unseasoned companies often issue
warrants to finance their operations.
39
Rights.
Rights are equity securities representing a preemptive right of stockholders to purchase
additional shares of a stock at the time of a new issuance, before the stock is offered to the
general public. A stockholder who purchases rights may be able to retain the same ownership
percentage after the new stock offering. A right usually enables the stockholder to purchase common
stock at a price below the initial offering price. A Fund that purchases a right takes the risk
that the right might expire worthless because the market value of the common stock falls below the
price fixed by the right.
Futures Contracts.
A Futures Contract is a two-party agreement to buy or sell a specified amount of
a specified security or currency (or delivery of a cash settlement price, in the case of certain
futures such as an index future or Eurodollar Future) for a specified price at a designated date,
time and place (collectively, Futures Contracts). A sale of a Futures Contract means the
acquisition of a contractual obligation to deliver the underlying instrument or asset called for by
the contract at a specified price on a specified date. A purchase of a Futures Contract means the
acquisition of a contractual obligation to acquire the underlying instrument or asset called for by
the contract at a specified price on a specified date.
The Funds will only enter into Futures Contracts that are traded (either domestically or
internationally) on futures exchanges and are standardized as to maturity date and underlying
financial instrument. Futures exchanges and trading thereon in the United States are regulated
under the Commodity Exchange Act and by the Commodity Futures Trading Commission (CFTC). Foreign
futures exchanges and trading thereon are not regulated by the CFTC and are not subject to the same
regulatory controls. The Trust, on behalf of each Fund, has claimed an exclusion from the
definition of the term commodity pool operator under the Commodity Exchange Act and, therefore,
is not subject to registration or regulation as a pool operator under the act with respect to the
Funds.
Brokerage fees are incurred when a Futures Contract is bought or sold, and margin deposits must be
maintained at all times when a Futures Contract is outstanding. Margin for a Futures Contracts is
the amount of funds that must be deposited by a Fund in order to initiate Futures Contracts trading
and maintain its open positions in Futures Contracts. A margin deposit made when the Futures
Contract is entered (initial margin) is intended to ensure the Funds performance under the
Futures Contract. The margin required for a particular Futures Contract is set by the exchange on
which the Futures Contract is traded and may be significantly modified from time to time by the
exchange during the term of the Futures Contract.
Subsequent payments, called variation margin, received from or paid to the futures
commission merchant through which a Fund enters into the Futures Contract will be made on a daily
basis as the futures price fluctuates making the Futures Contract more or less valuable, a process
known as marking-to-market. When the Futures Contract is closed out, if the Fund has a loss equal
to or greater than the margin amount, the margin amount is paid to the futures commission merchant
along with any amount in excess of the margin amount; if the Fund has a loss of less than the
margin amount, the difference is returned to the Fund; or if the Fund has a gain, the margin amount
is paid to the Fund and the futures commission merchant pays the Fund any excess gain over the
margin amount.
Closing out an open Futures Contract is affected by entering into an offsetting Futures Contract
for the same aggregate amount of the identical financial instrument or currency and the same
delivery date. There can be no assurance, however, that a Fund will be able to enter into an
offsetting transaction with respect to a particular Futures Contract at a particular time. If a
Fund is not able to enter into an offsetting transaction, it will continue to be required to
maintain the margin deposits on the Futures Contract.
In addition, if a Fund were unable to liquidate a Futures Contract or an option on a Futures
Contract position due to the absence of a liquid secondary market or the imposition of price
limits, it could incur substantial losses. The Fund would continue to be subject to market risk
with respect to the position. In addition, except in the case of purchased options, the Fund would
continue to be required to make daily variation margin payments.
Types of Futures Contracts:
Currency Futures:
A currency Futures Contract is a standardized, exchange-traded contract to buy or
sell a particular currency at a specified price at a future date (commonly three months or more).
Currency Futures Contracts may be highly volatile and thus result in substantial gains or losses to
the Fund.
Index Futures:
A stock index Futures Contract is an exchange-traded contract that provides for the
delivery, at a designated date, time and place, of an amount of cash equal to a specified dollar
amount times the difference between the stock index value at the close of trading on the date
specified in the contract and the price agreed upon in the Futures Contract; no physical delivery
of stocks comprising the index is made.
40
Interest Rate Futures:
An interest-rate Futures Contract is an exchange-traded contact in which the
specified underlying security is either an interest-bearing fixed income security or an inter-bank
deposit. Two examples of common interest rate Futures Contracts are U.S. Treasury futures and
Eurodollar Futures Contracts. The specified security for U.S. Treasury futures is a U.S. Treasury
security. The specified security for Eurodollar futures is the London Interbank Offered Rate
(LIBOR) which is a daily reference rate based on the interest rates at which banks offer to lend
unsecured funds to other banks in the London wholesale money market.
Security Futures:
A security Futures Contract is an exchange-traded contract to purchase or sell,
in the future, a specified quantity of a security (other than a Treasury security, or a
narrow-based securities index) at a certain price.
Forward Foreign Currency Contracts.
A forward foreign currency contract is an over-the-counter
contract between two parties to buy or sell a particular currency at a specified price at a future
date. The parties may exchange currency at the maturity of the forward foreign currency contract,
or if the parties agree prior to maturity, enter into a closing transaction involving the purchase
or sale of an offsetting amount of currency. Forward foreign currency contracts are traded
over-the-counter, and not on organized commodities or securities exchanges.
A Fund may enter into forward foreign currency contracts with respect to a specific purchase or
sale of a security, or with respect to its portfolio positions generally.
The cost to a Fund of engaging in forward foreign currency contracts varies with factors such as
the currencies involved, the length of the contract period, interest rate differentials and the
prevailing market conditions. Because forward foreign currency contracts are usually entered into
on a principal basis, no fees or commissions are involved. The use of forward foreign currency
contracts does not eliminate fluctuations in the prices of the underlying securities a Fund owns or
intends to acquire, but it does establish a rate of exchange in advance. While forward foreign
currency contract sales limit the risk of loss due to a decline in the value of the hedged
currencies, they also limit any potential gain that might result should the value of the currencies
increase.
Fund Policies
Fundamental Restrictions.
Except as otherwise noted below, each Fund is subject to the following
investment restrictions, which may be changed only by a vote of such Funds outstanding shares.
Fundamental restrictions may be changed only by a vote of the lesser of (i) 67% or more of the
Funds shares present at a meeting if the holders of more than 50% of the outstanding shares are
present in person or represented by proxy, or (ii) more than 50% of the Funds outstanding shares.
Any investment restriction that involves a maximum or minimum percentage of securities or assets
(other than with respect to borrowing) shall not be considered to be violated unless an excess over
or a deficiency under the percentage occurs immediately after, and is caused by, an acquisition or
disposition of securities or utilization of assets by the Fund.
(1) The Fund is a diversified company as defined in the 1940 Act. The Fund will not purchase the
securities of any issuer if, as a result, the Fund would fail to be a diversified company within
the meaning of the 1940 Act, and the rules and regulations promulgated thereunder, as such statute,
rules and regulations are amended from time to time or are interpreted from time to time by the SEC
staff (collectively, the 1940 Act Laws and Interpretations) or except to the extent that the Fund
may be permitted to do so by exemptive order or similar relief (collectively, with the 1940 Act
Laws and Interpretations, the 1940 Act Laws, Interpretations and Exemptions). In complying with
this restriction, however, the Fund may purchase securities of other investment companies to the
extent permitted by the 1940 Act Laws, Interpretations and Exemptions.
(2) The Fund may not borrow money or issue senior securities, except as permitted by the 1940 Act
Laws, Interpretations and Exemptions.
41
(3) The Fund may not underwrite the securities of other issuers. This restriction does not prevent
the Fund from engaging in transactions involving the acquisition, disposition or resale of its
portfolio securities, regardless of whether the Fund may be considered to be an underwriter under
the 1933 Act.
(4) The Fund will not make investments that will result in the concentration (as that term may be
defined or interpreted by the 1940 Act Laws, Interpretations and Exemptions) of its investments in
the securities of issuers primarily engaged in the same industry. This restriction does not limit
the Funds investments in (i) obligations issued or guaranteed by the U.S. Government, its agencies
or instrumentalities, or (ii) tax-exempt obligations issued by governments or political
subdivisions of governments. In complying with this restriction, the Fund will not consider a
bank-issued guaranty or financial guaranty insurance as a separate security.
(5) The Fund may not purchase real estate or sell real estate unless acquired as a result of
ownership of securities or other instruments. This restriction does not prevent the Fund from
investing in issuers that invest, deal, or otherwise engage in transactions in real estate or
interests therein, or investing in securities that are secured by real estate or interests therein.
(6) The Fund may not purchase physical commodities or sell physical commodities unless acquired as
a result of ownership of securities or other instruments. This restriction does not prevent the
Fund from engaging in transactions involving futures contracts and options thereon or investing in
securities that are secured by physical commodities.
(7) The Fund may not make personal loans or loans of its assets to persons who control or are under
common control with the Fund, except to the extent permitted by 1940 Act Laws, Interpretations and
Exemptions. This restriction does not prevent the Fund from, among other things, purchasing debt
obligations, entering into repurchase agreements, loaning its assets to broker-dealers or
institutional investors, or investing in loans, including assignments and participation interests.
(8) The Fund may, notwithstanding any other fundamental investment policy or limitation, invest all
of its assets in the securities of a single open-end management investment company with
substantially the same fundamental investment objectives, policies and restrictions as the Fund.
(9) The following apply:
(a) Under normal market conditions, Invesco Van Kampen High Yield Municipal Fund, Invesco Van
Kampen Intermediate Term Municipal Income Fund, Invesco Van Kampen Municipal Income Fund,
invest at least 80% of its assets in municipal securities at the time of investment.
(b) Under normal market conditions, Invesco Van Kampen New York Tax Free Income Fund invests,
at least 80% of its assets in New York municipal securities at the time of investment.
For purposes of the foregoing, assets means net assets, plus the amount of any borrowings
for investment purposes.
The investment restrictions set forth above provide each of the Funds with the ability to operate
under new interpretations of the 1940 Act or pursuant to exemptive relief from the SEC without
receiving prior shareholder approval of the change. Even though each of the Funds has this
flexibility, the Board has adopted non-fundamental restrictions for each of the Funds relating to
certain of these restrictions which Invesco and, when applicable, the Sub-Advisers must follow in
managing the Funds. Any changes to these non-fundamental restrictions, which are set forth below,
require the approval of the Board.
Non-Fundamental Restrictions
. Non-fundamental restrictions may be changed for any Fund without
shareholder approval. The non-fundamental investment restrictions listed below apply to each of the
Funds unless otherwise indicated.
(1) In complying with the fundamental restriction regarding issuer diversification, the Fund will
not, with respect to 75% of its total assets, purchase the securities of any issuer (other than
securities issued or guaranteed by the U.S. Government or any of its agencies or instrumentalities
and securities issued by other investment companies), if, as a result, (i) more than 5% of the
Funds total assets would be invested in the securities of that issuer, or (ii) the Fund would hold
more than 10% of the outstanding voting securities of that issuer. The Fund may purchase securities
of other investment companies as permitted by the 1940 Act Laws, Interpretations and Exemptions.
In complying with the fundamental restriction regarding issuer diversification, any fund that
invests in municipal securities will regard each state (including the District of Columbia and
Puerto Rico), territory and possession of the United States, each political subdivision, agency,
instrumentality and authority thereof, and each multi-state agency of which a state is a member as
a separate issuer. When the assets and revenues
42
of an agency, authority, instrumentality or other
political
subdivision are separate from the government creating the subdivision and the security is backed
only by assets and revenues of the subdivision, such subdivision would be deemed to be the sole
issuer. Similarly, in the case of an Industrial Development Bond or Private Activity bond, if that
bond is backed only by the assets and revenues of the non-governmental user, then that
non-governmental user would be deemed to be the sole issuer. However, if the creating government or
another entity guarantees a security, then to the extent that the value of all securities issued or
guaranteed by that government or entity and owned by the Fund exceeds 10% of the Funds total
assets, the guarantee would be considered a separate security and would be treated as issued by
that government or entity.
(2) In complying with the fundamental restriction regarding borrowing money and issuing senior
securities, the Fund may borrow money in an amount not exceeding 33 1/3% of its total assets
(including the amount borrowed) less liabilities (other than borrowings).
(3) In complying with the fundamental restriction regarding industry concentration, the Fund may
invest up to 25% of its total assets in the securities of issuers whose principal business
activities are in the same industry.
(4) Notwithstanding the fundamental restriction with regard to engaging in transactions involving
futures contracts and options thereon or investing in securities that are secured by physical
commodities, the Fund currently may not invest in any security (including futures contracts or
options thereon) that is secured by physical commodities.
Each Fund does not consider currencies or other financial commodities or contracts and financial
instruments to be physical commodities (which include, for example, oil, precious metals and
grains). Accordingly, each Fund will interpret the fundamental restriction and the related
non-fundamental restriction to permit the Funds, subject to each Funds investment objectives and
general investment policies (as stated in the Funds prospectuses and herein), to invest directly
in foreign currencies and other financial commodities and to purchase, sell or enter into commodity
futures contracts and options thereon, foreign currency forward contracts, foreign currency
options, currency-, commodity- and financial instrument-related swap agreements, hybrid
instruments, interest rate or securities-related or foreign currency-related hedging instruments or
other currency-, commodity- or financial instrument-related derivatives, subject to compliance with
any applicable provisions of the federal securities or commodities laws. Each Fund also will
interpret their fundamental restriction regarding purchasing and selling physical commodities and
their related non-fundamental restriction to permit the Funds to invest in exchange-traded funds
that invest in physical and/or financial commodities, subject to the limits described in the Funds
prospectuses and herein.
(5) In complying with the fundamental restriction with regard to making loans, each Fund may lend
up to 33 1/3% of its total assets and may lend money to a Fund, on such terms and conditions as the
SEC may require in an exemptive order.
(6) Notwithstanding the fundamental restriction with regard to investing all assets in an open-end
fund, each Fund may not invest all of its assets in the securities of a single open-end management
investment company with the same fundamental investment objective, policies and restrictions as the
Fund.
(7) The Fund may not acquire any securities of registered open-end investment companies or
registered unit investment trusts in reliance on Sections 12(d)(1)(F) or 12(d)(1)(G) of the 1940
Act.
(8) The following apply:
(a) Under normal market conditions, Invesco Van Kampen Municipal Income Fund invests at
least 80% of its total assets in investment grade municipal securities.
(b) Under normal market conditions, Invesco Van Kampen New York Tax Free Income Fund invests
at least 80% of its total assets in investment grade securities at the time of purchase.
For purposes of the foregoing, assets means net assets, plus the amount of any borrowings
for investment purposes. The Fund will provide written notice to its shareholders prior to
any change to this policy, as required by the 1940 Act Laws, Interpretations and Exemptions.
Portfolio Turnover
For the fiscal year ended in 2010, the fiscal period ended February 28, 2011 and the fiscal year
ended 2012, blended portfolio turnover rates of the predecessor fund and the Fund are presented in
the table below. Variations in turnover rate may be due to a fluctuating volume of shareholder
43
purchase and redemption orders, market conditions and/or changes in the predecessor funds
advisers or Invescos investment outlook.
|
|
|
|
|
|
|
|
|
|
|
|
|
Fund
|
|
2012
|
|
2011
|
|
2010
|
Invesco Van Kampen High Yield Municipal Fund
|
|
|
16
|
%
|
|
|
3
|
%
1
|
|
|
20
|
%
|
Invesco Van Kampen Intermediate Term Municipal Income Fund
|
|
|
16
|
%
|
|
|
4
|
%
2
|
|
|
12
|
%
|
Invesco Van Kampen Municipal Income Fund
|
|
|
15
|
%
|
|
|
3
|
%
2
|
|
|
10
|
%
|
Invesco Van Kampen New York Tax Free Income Fund
|
|
|
18
|
%
|
|
|
10
|
%
2
|
|
|
18
|
%
|
|
|
|
1
|
|
The portfolio turnover rate is for the fiscal period December 31, 2010 to
February 28, 2011 and has not been annualized.
|
|
2
|
|
The portfolio turnover rate is for the fiscal period October 1, 2010
to February 28, 2011 and has not been annualized.
|
Policies and Procedures for Disclosure of Fund Holdings
The Board has adopted policies and procedures with respect to the disclosure of the
Funds portfolio holdings (the Holdings Disclosure Policy). Invesco and the Board may amend the
Holdings Disclosure Policy at any time without prior notice. Details of the Holdings Disclosure
Policy and a description of the basis on which employees of Invesco and its affiliates may release
information about portfolio securities in certain contexts are provided below.
Public release of portfolio holdings.
The Funds disclose the following portfolio holdings
information at
www.invesco.com/us
1
:
|
|
|
|
|
|
|
Approximate Date of Web
|
|
Information Remains
|
Information
|
|
site Posting
|
|
Posted on Web site
|
Top ten holdings as of month-end
|
|
15 days after month-end
|
|
Until replaced with
the following
months top ten
holdings
|
|
|
|
|
|
Select holdings included in the
Funds Quarterly Performance
Update
|
|
29 days after calendar quarter-end
|
|
Until replaced with
the following
quarters Quarterly
Performance Update
|
|
|
|
|
|
Complete portfolio holdings as
of calendar quarter-end
|
|
30 days after calendar quarter-end
|
|
For one year
|
|
|
|
|
|
Complete portfolio holdings as
of fiscal quarter-end
|
|
60-70 days after fiscal quarter-end
|
|
For one year
|
These holdings are listed along with the percentage of the Funds net assets they represent.
Generally, employees of Invesco and its affiliates may not disclose such portfolio holdings until
one day after they have been posted at www.invesco.com/us. You may also obtain the publicly
available portfolio holdings information described above by contacting us at 1-800-959-4246.
Selective disclosure of portfolio holdings pursuant to Non-Disclosure Agreement.
Employees of
Invesco and its affiliates may disclose non-public full portfolio holdings on a selective basis
only if the Internal Compliance Controls Committee (the ICCC) of the Adviser approves the parties
to whom disclosure of non-public full portfolio holdings will be made. The ICCC must determine that
the proposed selective disclosure will be made for legitimate business purposes of the applicable
Fund and is in the best interest of the applicable Funds shareholders. In making such
determination, the ICCC will address any perceived conflicts of interest between shareholders of
such Fund and Invesco or its affiliates as part of granting its approval.
|
|
|
1
|
|
To locate the Funds portfolio holdings go to http:// www.invesco.com/us, click on
the Products tab, then click on the Mutual Funds link, then select the Fund from the drop down
menu and click on the Overview tab. A link to view the Funds portfolio holdings is located in the
heading Top Ten Holdings in the middle of the Web page.
|
44
The Board exercises continuing oversight of the disclosure of Fund portfolio holdings by (1)
overseeing the implementation and enforcement of the Holdings Disclosure Policy and the Invesco
Funds Code of Ethics by the Chief Compliance Officer (or his designee) of Invesco and the Invesco
Funds and (2) considering reports and recommendations by the Chief Compliance Officer concerning
any material compliance matters (as defined in Rule 38a-1 under the 1940 Act and Rule 206(4)-7
under the Investment Advisers Act of 1940, as amended) that may arise in connection with the
Holdings Disclosure Policy. Pursuant to the Holdings Disclosure Policy, the Board reviews the types
of situations in which Invesco provides selective disclosure and approves situations involving
perceived conflicts of interest between shareholders of the applicable Fund and Invesco or its
affiliates brought to the Boards attention by Invesco.
Invesco discloses non-public full portfolio holdings information to the following persons in
connection with the day-to-day operations and management of the Invesco Funds:
|
|
|
Attorneys and accountants;
|
|
|
|
|
Securities lending agents;
|
|
|
|
|
Lenders to the Invesco Funds;
|
|
|
|
|
Rating and rankings agencies;
|
|
|
|
|
Persons assisting in the voting of
proxies;
|
|
|
|
|
Invesco Funds custodians;
|
|
|
|
|
The Invesco Funds transfer agent(s) (in
the event of a redemption in kind);
|
|
|
|
|
Pricing services, market makers, or
other persons who provide systems or software support in connection with Invesco Funds
operations (to determine the price of securities held by an Invesco Fund);
|
|
|
|
|
Financial printers;
|
|
|
|
|
Brokers identified by the Invesco Funds
portfolio management team who provide execution and research services to the team; and
|
|
|
|
|
Analysts hired to perform research and
analysis to the Invesco Funds portfolio management team.
|
In many cases, Invesco will disclose current portfolio holdings on a daily basis to these persons.
In these situations, Invesco has entered into Non-Disclosure Agreements which provide that the
recipient of the portfolio holdings will maintain the confidentiality of such portfolio holdings
and will not trade on such information (Non-Disclosure Agreements). Please refer to Appendix B for
a list of examples of persons to whom Invesco provides non-public portfolio holdings on an ongoing
basis.
Invesco will also disclose non-public portfolio holdings information if such disclosure is required
by applicable laws, rules or regulations, or by regulatory authorities having jurisdiction over
Invesco and its affiliates or the Funds.
The Holdings Disclosure Policy provides that Invesco will not request, receive or accept any
compensation (including compensation in the form of the maintenance of assets in any Fund or other
mutual fund or account managed by Invesco or one of its affiliates) for the selective disclosure of
portfolio holdings information.
Disclosure of certain portfolio holdings and related information without Non-Disclosure Agreement.
Invesco and its affiliates that provide services to the Funds, the Sub-Advisers and each of their
employees may receive or have access to portfolio holdings as part of the day to day operations of
the Funds.
From time to time, employees of Invesco and its affiliates may express their views orally or in
writing on one or more of the Funds portfolio securities or may state that a Fund has recently
purchased or sold, or continues to own, one or more securities. The securities subject to these
views and statements may be ones that were purchased or sold since a Funds most recent quarter-end
and therefore may not be reflected on the list of the Funds most recent quarter-end portfolio
holdings disclosed on the Web site. Such views and statements may be made to various persons,
including members of the press, brokers and other financial intermediaries that sell shares of the
Funds, shareholders in the applicable Fund, persons considering investing in the applicable Fund or
representatives of such shareholders or potential shareholders, such as fiduciaries of a 401(k)
plan or a trust and their advisers, and other entities for which Invesco or its affiliates provides
or may provide investment advisory services. The nature and content of the views and statements
provided to each of these persons may differ.
45
From time to time, employees of Invesco and its affiliates also may provide oral or written
information (portfolio commentary) about a Fund, including, but not limited to, how the Funds
investments are divided among various sectors, industries, countries, investment styles and
capitalization sizes, and among stocks, bonds, currencies and cash, security types, bond
maturities, bond coupons and bond credit quality ratings. This portfolio commentary may also
include information on how these various weightings and factors contributed to Fund performance.
Invesco may also provide oral or written information (statistical information) about various
financial characteristics of a Fund or its underlying portfolio securities including, but not
limited to, alpha, beta, R-squared, coefficient of determination, duration, maturity, information
ratio, sharpe ratio, earnings growth, payout ratio, price/book value, projected earnings growth,
return on equity, standard deviation, tracking error, weighted average quality, market
capitalization, percent debt to equity, price to cash flow, dividend yield or growth, default rate,
portfolio turnover, and risk and style characteristics. This portfolio commentary and
statistical information about a Fund may be based on the Funds portfolio as of the most recent
quarter-end or the end of some other interim period, such as month-end. The portfolio commentary
and statistical information may be provided to various persons, including those described in the
preceding paragraph. The nature and content of the information provided to each of these persons
may differ.
Disclosure of portfolio holdings by traders.
Additionally, employees of Invesco and its affiliates
may disclose one or more of the portfolio securities of a Fund when purchasing and selling
securities through broker-dealers, requesting bids on securities, obtaining price quotations on
securities, or in connection with litigation involving the Funds portfolio securities. Invesco
does not enter into formal Non-Disclosure Agreements in connection with these situations; however,
the Funds would not continue to conduct business with a person who Invesco believed was misusing
the disclosed information.
Disclosure of portfolio holdings of other Invesco-managed products.
Invesco and its affiliates
manage products sponsored by companies other than Invesco, including investment companies, offshore
funds, and separate accounts. In many cases, these other products are managed in a similar fashion
to certain Funds and thus have similar portfolio holdings. The sponsors of these other products
managed by Invesco and its affiliates may disclose the portfolio holdings of their products at
different times than Invesco discloses portfolio holdings for the Funds.
Invesco provides portfolio holdings information for portfolios of AIM Variable Insurance Funds
(Invesco Variable Insurance Funds) (the Insurance Funds) to insurance companies whose variable
annuity and variable life insurance accounts invest in the Insurance Funds (Insurance Companies).
Invesco may disclose portfolio holdings information for the Insurance Funds to Insurance Companies
with which Invesco has entered into Non-Disclosure Agreements up to five days prior to the
scheduled dates for Invescos disclosure of similar portfolio holdings information for other Funds
at www.invesco.com. Invesco provides portfolio holdings information for the Insurance Funds to such
Insurance Companies to allow them to disclose this information on their Web sites at approximately
the same time that Invesco discloses portfolio holdings information for the other Funds on its Web
site. Invesco manages the Insurance Funds in a similar fashion to certain other Funds and thus the
Insurance Funds and such other Funds have similar portfolio holdings. Invesco does not disclose the
portfolio holdings information for the Insurance Funds on its Web site, and not all Insurance
Companies disclose this information on their Web sites.
46
MANAGEMENT OF THE TRUST
Board of Trustees
The Trustees and officers of the Trust, their principal occupations during at least the last five
years and certain other information concerning them are set forth in Appendix C.
Qualifications and Experience
. In addition to the information set forth in Appendix C, the
following sets forth additional information about the qualifications and experiences of each of the
Trustees.
Interested Persons
Martin L. Flanagan Trustee
Martin L. Flanagan has been a member of the Board of Trustees of the Invesco Funds and their
predecessor funds since 2007. Mr. Flanagan is president and chief executive officer of Invesco
Ltd., a position he has held since August 2005. He is also a member of the Board of Directors of
Invesco Ltd.
Mr. Flanagan joined Invesco Ltd. from Franklin Resources, Inc., where he was president and co-chief
executive officer from January 2004 to July 2005. Previously he had been Franklins co-president
from May 2003 to January 2004, chief operating officer and chief financial officer from November
1999 to May 2003, and senior vice president and chief financial officer from 1993 until November
1999.
Mr. Flanagan served as director, executive vice president and chief operating officer of
Templeton, Galbraith & Hansberger, Ltd. before its acquisition by Franklin in 1992. Before joining
Templeton in 1983, he worked with Arthur Anderson & Co.
Mr. Flanagan is a chartered financial analyst and a certified public accountant. He serves as
vice chairman of the Investment Company Institute and a member of the executive board at the SMU
Cox School of Business.
The Board believes that Mr. Flanagans long experience as an executive in the investment
management area benefits the Funds.
Philip A. Taylor, Trustee
Philip A. Taylor has been a member of the Board of Trustees of the Invesco Funds and their
predecessor funds since 2006. Mr. Taylor has headed Invescos North American retail business as
Senior Managing Director since April 2006. He previously served as chief executive officer of
Invesco Trimark Investments since January 2002.
Mr. Taylor joined Invesco in 1999 as senior vice president of operations and client services and
later became executive vice president and chief operating officer.
Mr. Taylor was president of Canadian retail broker Investors Group Securities from 1994 to
1997 and managing partner of Meridian Securities, an execution and clearing broker, from 1989 to
1994. He held various management positions with Royal Trust, now part of Royal Bank of Canada, from
1982 to 1989. He began his career in consumer brand management in the U.S. and Canada with
Richardson-Vicks, now part of Procter & Gamble.
The Board believes that Mr. Taylors long experience in the investment management business
benefits the Funds.
Wayne W. Whalen, Trustee
Wayne W. Whalen has been a member of the Board of Trustees of the Invesco Funds and their
predecessor funds since 2010.
Mr. Whalen is Of Counsel, and prior to 2010, Partner in the law firm of Skadden, Arps, Slate,
Meagher & Flom LLP.
47
Mr. Whalen is a Director of the Abraham Lincoln Presidential Library Foundation. From 1995 to 2010,
Mr. Whalen served as Director or Trustee of investment companies in the Van Kampen Funds complex.
The Board believes that Mr. Whalens experience as a law firm Partner and his experience as a
director of investment companies benefits the Funds.
Independent Trustees
David C. Arch, Trustee
David C. Arch has been a member of the Board of Trustees of the Invesco Funds and their predecessor
funds since 2010.
Currently, Mr. Arch is the Chairman and Chief Executive Officer of Blistex, Inc., a consumer health
care products manufacturer. Mr. Arch is a member of the Heartland Alliance Advisory Board, a
nonprofit organization serving human needs based in Chicago and member of the Board of the Illinois
Manufacturers Association. Mr. Arch is also a member of the Board of Visitors, Institute for the
Humanities, University of Michigan. From 1984 to 2010, Mr. Arch served as Director or Trustee of
investment companies in the Van Kampen Funds complex.
The Board believes that Mr. Archs experience as the CEO of a public company and his experience
with investment companies benefits the Funds.
Frank S. Bayley, Trustee
Frank S. Bayley has been a member of the Board of Trustees of the Invesco Funds and their
predecessor funds since 1985. Mr. Bayley is a business consultant in San Francisco. He is Chairman
and a Director of the C. D. Stimson Company, a private investment company in Seattle.
Mr. Bayley serves as a Trustee of the Seattle Art Museum, a Trustee of San Francisco
Performances, and a Trustee and Overseer of The Curtis Institute of Music in Philadelphia. He also
serves on the East Asian Art Committee of the Philadelphia Museum of Art and the Visiting Committee
for Art of Asia, Oceana and Africa of the Museum of Fine Arts, Boston.
Mr. Bayley is a retired partner of the international law firm of Baker & McKenzie LLP, where
his practice focused on business acquisitions and venture capital transactions. Prior to joining
Baker & McKenzie LLP in 1986, he was a partner of the San Francisco law firm of Chickering &
Gregory. He received his A.B. from Harvard College in 1961, his LL.B. from Harvard Law School in
1964, and his LL.M. from Boalt Hall at the University of California, Berkeley, in 1965. Mr. Bayley
served as a Trustee of the Badgley Funds from inception in 1998 until dissolution in 2007.
The Board believes that Mr. Bayleys experience as a business consultant and a lawyer benefits
the Funds.
James T. Bunch, Trustee
James T. Bunch has been a member of the Board of Trustees of the Invesco Funds and their
predecessor funds since 2000.
From 1988 to 2010, Mr. Bunch was Founding Partner of Green Manning & Bunch, Ltd. a leading
investment banking firm located in Denver, Colorado. Green Manning & Bunch is a FINRA-registered
investment bank specializing in mergers and acquisitions, private financing of middle-market
companies and corporate finance advisory services. Immediately prior to forming Green Manning and
Bunch, Mr. Bunch was Executive Vice President, General Counsel, and a Director of Boettcher &
Company, then the leading investment banking firm in the Rocky Mountain region.
Mr. Bunch began his professional career as a practicing attorney. He joined the prominent
Denver-based law firm of Davis Graham & Stubbs in 1970 and later rose to the position of Chairman
and Managing Partner of the firm.
48
At various other times during his career, Mr. Bunch has served as Chair of the NASD Business
District Conduct Committee, and Chair of the Colorado Bar Association Ethics Committee. In June
2010, Mr. Bunch became the Managing Member of Grumman Hill Group LLC, a family office private
equity investment manager.
The Board believes that Mr. Bunchs experience as an investment banker and investment
management lawyer benefits the Funds.
Bruce L. Crockett, Trustee and Chair
Bruce L. Crockett has been a member of the Board of Trustees of the Invesco Funds and their
predecessor funds since 1978, and has served as Independent Chair of the Board of Trustees and
their predecessor funds since 2004.
Mr. Crockett has more than 30 years of experience in finance and general management in the banking,
aerospace and telecommunications industries. From 1992 to 1996, he served as president, chief
executive officer and a director of COMSAT Corporation, an international satellite and wireless
telecommunications company.
Mr. Crockett has also served, since 1996, as chairman of Crockett Technologies Associates, a
strategic consulting firm that provides services to the information technology and communications
industries. Mr. Crockett also serves on the Board of Directors of ACE Limited, a Zurich-based
insurance company. He is a life trustee of the University of Rochester Board of Directors.
The Board of Trustees elected Mr. Crockett to serve as its Independent Chair because of his
extensive experience in managing public companies and familiarity with investment companies.
Rodney F. Dammeyer, Trustee
Rodney F. Dammeyer has been a member of the Board of Trustees of the Invesco Funds and their
predecessor funds since 2010.
Since 2001, Mr. Dammeyer has been Chairman of CAC, LLC, a private company offering capital
investment and management advisory services. Previously, Mr. Dammeyer served as Managing Partner at
Equity Group Corporate Investments; Vice Chairman of Anixter International; Senior Vice President
and Chief Financial Officer of Household International, Inc.; and Executive Vice President and
Chief Financial Officer of Northwest Industries, Inc.
Mr. Dammeyer was a Partner of Arthur Andersen & Co., an international accounting firm.
Mr. Dammeyer currently serves as a Director of Quidel Corporation and Stericycle, Inc. Previously,
Mr. Dammeyer has served as a Trustee of The Scripps Research Institute; and a Director of Ventana
Medical Systems, Inc.; GATX Corporation; TheraSense, Inc.; TeleTech Holdings Inc.; and Arris Group,
Inc.
From 1987 to 2010, Mr. Dammeyer served as Director or Trustee of investment companies in the Van
Kampen Funds complex.
The Board believes that Mr. Dammeyers experience in executive positions at a number of public
companies, his accounting experience and his experience serving as a director of investment
companies benefits the Funds.
Albert R. Dowden, Trustee
Albert R. Dowden has been a member of the Board of Trustees of the Invesco Funds and their
predecessor funds since 2000.
Mr. Dowden retired at the end of 1998 after a 24 -year career with Volvo Group North America,
Inc. and Volvo Cars of North America, Inc. Mr. Dowden joined Volvo as general counsel in 1974 and
was promoted to increasingly senior positions until 1991 when he was appointed president, chief
executive officer and director of Volvo Group North America and senior vice president of Swedish
parent company AB Volvo.
49
Since retiring, Mr. Dowden continues to serve on the board of the Reich & Tang Funds and also
serves on the boards of Homeowners of America Insurance Company and its parent company as well as
Natures Sunshine Products, Inc. and The Boss Group. Mr. Dowdens charitable endeavors currently
focus on Boys & Girls Clubs where he has been active for many years as well as several other
not-for-profit organizations.
Mr. Dowden began his career as an attorney with a major international law firm, Rogers & Wells
(1967-1976), which is now Clifford Chance.
The Board believes that Mr. Dowdens extensive experience as a corporate executive benefits
the Funds.
Jack M. Fields, Trustee
Jack M. Fields has been a member of the Board of Trustees of the Invesco Funds and their
predecessor funds since 1997.
Mr. Fields served as a member of Congress, representing the 8th Congressional District of
Texas from 1980 to 1997. As a member of Congress, Mr. Fields served as Chairman of the House
Telecommunications and Finance Subcommittee, which has jurisdiction and oversight of the Federal
Communications Commission and the Securities and Exchange Commission. Mr. Fields co-sponsored the
National Securities Markets Improvements Act of 1996, and played a leadership role in enactment of
the Securities Litigation Reform Act.
Mr. Fields currently serves as Chief Executive Officer of the Twenty-First Century Group in
Washington, D.C., a bipartisan Washington consulting firm specializing in Federal government
affairs.
Mr. Fields also serves as a Director of Insperity, Inc. (formerly known as Administaff), a
premier professional employer organization with clients nationwide. In addition, Mr. Fields sits on
the Board of the Discovery Channel Global Education Fund, a nonprofit organization dedicated to
providing educational resources to people in need around the world through the use of technology.
The Board believes that Mr. Fields experience in the House of Representatives, especially
concerning regulation of the securities markets, benefits the Funds.
Carl Frischling, Trustee
Carl Frischling has been a member of the Board of Trustees of the Invesco Funds and their
predecessor funds since 1977.
Mr. Frischling is senior partner of the Financial Services Group of Kramer Levin, a law firm that
represents the Funds independent trustees. He is a pioneer in the field of bank-related mutual
funds and has counseled clients in developing and structuring comprehensive mutual fund complexes.
Mr. Frischling also advises mutual funds and their independent directors/trustees on their
fiduciary obligations under federal securities laws.
Prior to his practicing law, he was chief administrative officer and general counsel of a
large mutual fund complex that included a retail and institutional sales force, investment
counseling and an internal transfer agent. During his ten years with the organization, he developed
business expertise in a number of areas within the financial services complex. He served on the
Investment Company Institute Board and was involved in ongoing matters with all of the regulatory
areas overseeing this industry.
Mr. Frischling is a board member of the Mutual Fund Directors Forum. He also serves as a
trustee of the Reich & Tang Funds, a registered investment company. Mr. Frischling serves as a
Trustee of the Yorkville Youth Athletic Association and is a member of the Advisory Board of
Columbia University Medical Center.
The Board believes that Mr. Frischlings experience as an investment management lawyer, and
his long involvement with investment companies benefits the Funds.
50
Dr. Prema Mathai-Davis Trustee
Dr. Prema Mathai-Davis has been a member of the Board of Trustee of the Invesco Group of Funds
and their predecessor funds since 1998.
Prior to her retirement in 2000, Dr. Mathai-Davis served as Chief Executive Officer of the
YWCA of the USA. Prior to joining the YWCA, Dr. Mathai-Davis served as the Commissioner of the New
York City Department for the Aging. She was a Commissioner of the New York Metropolitan
Transportation Authority of New York, the largest regional transportation network in the U.S. Dr.
Mathai-Davis also serves as a Trustee of the YWCA Retirement Fund, the first and oldest pension
fund for women, and on the advisory board of the Johns Hopkins Bioethics Institute. Dr.
Mathai-Davis was the president and chief executive officer of the Community Agency for Senior
Citizens, a non-profit social service agency that she established in 1981. She also directed the
Mt. Sinai School of Medicine-Hunter College Long-Term Care Gerontology Center, one of the first of
its kind.
The Board believes that Dr. Mathai-Davis extensive experience in running public and charitable
institutions benefits the Funds.
Dr. Larry Soll, Trustee
Dr. Larry Soll has been a member of the Board of Trustees of the Invesco Group of Funds and
their predecessor funds since 1997.
Formerly, Dr. Soll was chairman of the board (1987 to 1994), chief executive officer (1982 to
1989; 1993 to 1994), and President (1982 to 1989) of Synergen Corp., a public company, and in such
capacities supervised the activities of the Chief Financial Officer. Dr. Soll also has served as a
director of three other public companies and as treasurer of a non-profit corporation. Dr. Soll
currently serves as a Trustee and a member of the Audit Committee of each of the Funds within The
Invesco Funds.
The Board believes that Dr. Solls experience as a chairman of a public company and in
academia benefits the Fund.
Hugo F. Sonnenschein, Trustee
Mr. Hugo F. Sonnenschein has been a member of the Board of Trustees of the Invesco Funds and their
predecessor funds since 2010.
Mr. Sonnenschein is the Distinguished Service Professor and President Emeritus of the University of
Chicago and the Adam Smith Distinguished Service Professor in the Department of Economics at the
University of Chicago. Until July 2000, Mr. Sonnenschein served as President of the University of
Chicago.
Mr. Sonnenschein is a Trustee of the University of Rochester and a member of its investment
committee. He is also a member of the National Academy of Sciences and the American Philosophical
Society, and a Fellow of the American Academy of Arts and Sciences. From 1994 to 2010, Mr.
Sonnenschein served as Director or Trustee of investment companies in the Van Kampen Funds complex.
The Board believes that Mr. Sonnenscheins experiences in academia and in running a university, and
his experience as a director of investment companies benefits the Funds.
Raymond Stickel, Jr., Trustee
Raymond Stickel, Jr. has been a member of the Board of Trustees of the Invesco Funds and their
predecessor funds since 2006.
Mr. Stickel retired after a 35-year career with Deloitte & Touche. For the last five years of
his career, he was the managing partner of the Investment management practice for the New York, New
Jersey and Connecticut region. In addition to his management role, he directed audit and tax
services to several mutual fund clients.
51
Mr. Stickel began his career with Touche Ross & Co. in Dayton, Ohio, became a partner in 1976
and managing partner of the office in 1985. He also started and developed an investment management
practice in the Dayton office that grew to become a significant source of investment management
talent for Touche Ross & Co. In Ohio, he served as the audit partner on numerous mutual funds and
on public and privately held companies in other industries. Mr. Stickel has also served on Touche
Ross & Co.s Accounting and Auditing Executive Committee.
The Board believes that Mr. Stickels experience as a partner in a large accounting firm
working with investment managers and investment companies, and his status as an Audit Committee
Financial Expert, benefits the Funds.
Management Information
The Trustees have the authority to take all actions necessary in connection with the business
affairs of the Trust, including, among other things, approving the investment objectives, policies
and procedures for the Funds. The Trust enters into agreements with various entities to manage the
day-to-day operations of the Funds, including the Funds investment advisers, administrator,
transfer agent, distributor and custodians. The Trustees are responsible for selecting these
service providers approving the terms of their contracts with the Funds, and exercising general
oversight of these service providers on an ongoing basis.
Certain trustees and officers of the Trust are affiliated with Invesco and Invesco Ltd., the parent
corporation of Invesco. All of the Trusts executive officers hold similar offices with some or all
of the other Funds.
Leadership Structure and the Board of Trustees
. The Board is currently composed of fifteen
Trustees, including twelve Trustees who are not interested persons of the Fund, as that term is
defined in the 1940 Act (collectively, the Independent Trustees and each an Independent Trustee).
In addition to eight regularly scheduled meetings per year, the Board holds special meetings or
informal conference calls to discuss specific matters that may require action prior to the next
regular meeting. As discussed below, the Board has established five committees to assist the Board
in performing its oversight responsibilities.
The Board has appointed an Independent Trustee to serve in the role of Chairman. The Chairmans
primary role is to participate in the preparation of the agenda for meetings of the Board and the
identification of information to be presented to the Board and matters to be acted upon by the
Board. The Chairman also presides at all meetings of the Board and acts as a liaison with service
providers, officers, attorneys, and other Trustees generally between meetings. The Chairman may
perform such other functions as may be requested by the Board from time to time. Except for any
duties specified herein or pursuant to the Trusts Declaration of Trust or By-laws, the designation
of Chairman does not impose on such Independent Trustee any duties, obligations or liability that
is greater than the duties, obligations or liability imposed on such person as a member of the
Board, generally. The Fund has substantially the same leadership structure as the Trust.
The Board believes that its leadership structure, which includes an Independent Trustee as
Chairman, allows for effective communication between the trustees and Fund management, among the
Boards trustees and among its Independent Trustees. The existing Board structure, including its
committee structure, provides the Independent Trustees with effective control over board governance
while also providing insight from the two interested Trustees who are active officers of the Funds
investment adviser. The Boards leadership structure promotes dialogue and debate, which the Board
believes will allow for the proper consideration of matters deemed important to the Funds and their
shareholders and result in effective decision-making.
Risk Oversight
. The Board considers risk management issues as part of its general oversight
responsibilities throughout the year at regular meetings of the Investments, Audit, Compliance and
Valuation, Distribution and Proxy Oversight Committees (as defined and further described below).
These Committees in turn report to the full Board and recommend actions and approvals for the full
Board to take.
Invesco prepares regular reports that address certain investment, valuation and compliance matters,
and the Board as a whole or the Committees may also receive special written reports or
presentations on a variety of risk issues at the request of the Board, a Committee or the Senior
Officer. In addition, the Audit Committee of the Board meets regularly with Invesco Ltd.s internal
audit group to review reports on their examinations of functions and processes within Invesco that
affect the Funds.
52
The Investments Committee and its sub-committees receive regular written reports describing and
analyzing the investment performance of the Funds. In addition, the portfolio managers of the Funds
meet regularly with the sub-committees of the Investment Committee to discuss portfolio
performance, including investment risk, such as the impact on the Funds of the investment in
particular securities or instruments, such as derivatives. To the extent that a Fund changes a
particular investment strategy that could have a material impact on the Funds risk profile, the
Board generally is consulted in advance with respect to such change.
Invesco provides regular written reports to the Valuation, Distribution and Proxy Oversight
Committee that enable the Committee to monitor the number of fair valued securities in a particular
portfolio, the reasons for the fair valuation and the methodology used to arrive at the fair value.
Such reports also include information concerning illiquid securities within a Funds portfolio. In
addition, the Audit Committee reviews valuation procedures and pricing results with the Funds
independent auditors in connection with such Committees review of the results of the audit of the
Funds year-end financial statement.
The Compliance Committee receives regular compliance reports prepared by Invescos compliance group
and meets regularly with the Funds Chief Compliance Officer (CCO) to discuss compliance issues,
including compliance risks. As required under SEC rules, the Independent Trustees meet at least
quarterly in executive session with the CCO and the Funds CCO prepares and presents an annual
written compliance report to the Board. The Compliance Committee recommends and the Board adopts
compliance policies and procedures for the Fund and approves such procedures for the Funds service
providers. The compliance policies and procedures are specifically designed to detect, prevent and
correct violations of the federal securities laws.
Committee Structure
. The standing committees of the Board are the Audit Committee, the Compliance
Committee, the Governance Committee, the Investments Committee, the Valuation, Distribution and
Proxy Oversight Committee (the Committees). The Special Market Timing Litigation Committee has
been disbanded.
The members of the Audit Committee are Messrs. David C. Arch, Frank S. Bayley, James T. Bunch,
Bruce L. Crockett, Rodney Dammeyer (Vice Chair), Raymond Stickel, Jr. (Chair) and Dr. Larry Soll.
The Audit Committees primary purposes are to: (i) oversee qualifications, independence and
performance of the independent registered public accountants; (ii) appoint independent registered
public accountants for the Funds; (iii) pre-approve all permissible audit and non-audit services
that are provided to Funds by their independent registered public accountants to the extent
required by Section 10A(h) and (i) of the Exchange Act; (iv) pre-approve, in accordance with Rule
2-01(c)(7)(ii) of Regulation S-X, certain non-audit services provided by the Funds independent
registered public accountants to Invesco and certain other affiliated entities; (v) review the
audit and tax plans prepared by the independent registered public accountants; (vi) review the
Funds audited financial statements; (vii) review the process that management uses to evaluate and
certify disclosure controls and procedures in Form N-CSR; (viii) review the process for preparation
and review of the Funds shareholder reports; (ix) review certain tax procedures maintained by the
Funds; (x) review modified or omitted officer certifications and disclosures; (xi) review any
internal audits of the Funds; (xii) establish procedures regarding questionable accounting or
auditing matters and other alleged violations; (xiii) set hiring policies for employees and
proposed employees of the Funds who are employees or former employees of the independent registered
public accountants; and (xiv) remain informed of (a) the Funds accounting systems and controls,
(b) regulatory changes and new accounting pronouncements that affect the Funds net asset value
calculations and financial statement reporting requirements, and (c) communications with regulators
regarding accounting and financial reporting matters that pertain to the Funds. During the fiscal
year ended February 29, 2012, the Audit Committee held six meetings.
53
The members of the Compliance Committee are Messrs. Bayley, Bunch, Dammeyer (Vice Chair), Stickel
and Dr. Soll (Chair). The Compliance Committee is responsible for: (i) recommending to the Board
and the independent trustees the appointment, compensation and removal of the Funds Chief
Compliance Officer; (ii) recommending to the independent trustees the appointment, compensation and
removal of the Funds Senior Officer appointed pursuant to the terms of the Assurances of
Discontinuance entered into by the New York Attorney General, Invesco and INVESCO Funds Group, Inc.
(IFG); (iii) reviewing any report prepared by a third party who is not an interested person of
Invesco, upon the conclusion by such third party of a compliance review of Invesco; (iv) reviewing
all reports on compliance matters from the Funds Chief Compliance Officer, (v) reviewing all
recommendations made by the Senior Officer regarding Invescos compliance procedures, (vi)
reviewing all reports from the Senior Officer of any violations of state and federal securities
laws, the Colorado Consumer Protection Act, or breaches of Invescos fiduciary duties to Fund
shareholders and of Invescos Code of Ethics; (vii) overseeing all of the compliance policies and
procedures of the Funds and their service providers adopted pursuant to Rule 38a-1 of the 1940 Act;
(viii) receiving and reviewing quarterly reports on the activities of Invescos Internal Compliance
Controls Committee; (ix)reviewing all reports made by Invescos Chief Compliance Officer;
(x)
reviewing and recommending to the independent trustees whether to approve procedures to investigate
matters brought to the attention of Invescos ombudsman; (xi)risk management oversight
with respect to the Funds and, in connection therewith, receiving and overseeing risk management
reports from Invesco Ltd. that are applicable to the Funds or their service providers;
and(xii) overseeing potential conflicts of interest that are reported to the Compliance
Committee by Invesco, the Chief Compliance Officer, the Senior Officer and/or the Compliance
Consultant. During the fiscal year ended February 29, 2012, the Compliance Committee held six
meetings.
The members of the Governance Committee are Messrs. Arch, Crockett, Albert R. Dowden (Chair), Jack
M. Fields (Vice Chair), Carl Frischling, Hugo F. Sonnenschein and Dr. Prema Mathai-Davis. The
Governance Committee is responsible for: (i) nominating persons who will qualify as independent
trustees for (a) election as trustees in connection with meetings of shareholders of the Funds that
are called to vote on the election of trustees, (b) appointment by the Board as trustees in
connection with filling vacancies that arise in between meetings of shareholders; (ii) reviewing
the size of the Board, and recommending to the Board whether the size of the Board shall be
increased or decreased; (iii) nominating the Chair of the Board; (iv) monitoring the composition of
the Board and each committee of the Board, and monitoring the qualifications of all trustees; (v)
recommending persons to serve as members of each committee of the Board (other than the Compliance
Committee), as well as persons who shall serve as the chair and vice chair of each such committee;
(vi) reviewing and recommending the amount of compensation payable to the independent trustees;
(vii) overseeing the selection of independent legal counsel to the independent trustees; (viii)
reviewing and approving the compensation paid to independent legal counsel to the independent
trustees; (ix) reviewing and approving the compensation paid to counsel and other advisers, if any,
to the Committees of the Board; and (x) reviewing as they deem appropriate administrative and/or
logistical matters pertaining to the operations of the Board. During the fiscal year ended February
29, 2012, the Governance Committee held six meetings.
The Governance Committee will consider nominees recommended by a shareholder to serve as trustees,
provided: (i) that such person is a shareholder of record at the time he or she submits such names
and is entitled to vote at the meeting of shareholders at which trustees will be elected; and (ii)
that the Governance Committee or the Board, as applicable, shall make the final determination of
persons to be nominated. Notice procedures set forth in the Trusts bylaws require that any
shareholder of a Fund desiring to nominate a trustee for election at a shareholder meeting must
submit to the Trusts Secretary the nomination in writing not later than the close of business on
the later of the 90
th
day prior to such shareholder meeting or the tenth day following
the day on which public announcement is made of the shareholder meeting and not earlier than the
close of business on the 120
th
day prior to the shareholder meeting.
The members of the Investments Committee are Messrs. Arch, Bayley (Chair), Bunch (Vice Chair),
Crockett, Dammeyer, Dowden, Fields, Martin L. Flanagan, Frischling, Sonnenschein (Vice Chair),
Stickel, Philip A. Taylor, Wayne Whalen and Drs. Mathai-Davis (Vice Chair) and Soll. The
Investments Committees primary purposes are to: (i) assist the Board in its oversight of the
investment management services provided by Invesco and the Sub-Advisers; and (ii) review all
proposed and existing advisory and sub-advisory arrangements for the Funds, and to recommend what
action the full Boards and the independent trustees take regarding the approval of all such
proposed arrangements and the continuance of all such existing arrangements. During the fiscal year
ended February 29, 2012, the Investments Committee held six meetings.
54
The Investments Committee has established three Sub-Committees. The Sub-Committees are responsible
for: (i) reviewing the performance, fees and expenses of the Funds that have been assigned to a
particular Sub-Committee (for each Sub-Committee, the Designated Funds), unless the Investments
Committee takes such action directly; (ii) reviewing with the applicable portfolio managers from
time to time the investment objective(s), policies, strategies and limitations of the Designated
Funds; (iii) evaluating the investment advisory, sub-advisory and distribution arrangements in
effect or proposed for the Designated Funds, unless the Investments Committee takes such action
directly; (iv) being familiar with the registration statements and periodic shareholder reports
applicable to their Designated Funds; and (v) such other investment-related matters as the
Investments Committee may delegate to the Sub-Committee from time to time.
The members of the Valuation, Distribution and Proxy Oversight Committee are Messrs. Dowden,
Fields, Frischling (Chair), Sonnenschein (Vice Chair), Whalen and Dr. Mathai-Davis. The primary
purposes of the Valuation, Distribution and Proxy Oversight Committee are: (a) to address issues
requiring action or oversight by the Board of the Invesco Funds (i) in the valuation of the Invesco
Funds portfolio securities consistent with the Pricing Procedures, (ii) in oversight of the
creation and maintenance by the principal underwriters of the Invesco Funds of an effective
distribution and marketing system to build and maintain an adequate asset base and to create and
maintain economies of scale for the Invesco Funds, (iii) in the review of existing distribution
arrangements for the Invesco Funds under Rule 12b-1 and Section 15 of the 1940 Act, and (iv) in the
oversight of proxy voting on portfolio securities of the Invesco Funds; and (b) to make regular
reports to the full Boards of the Invesco Funds.
The Valuation, Distribution and Proxy Oversight Committee is responsible for: (a) with regard to
valuation, (i) developing an understanding of the valuation process and the Pricing Procedures,
(ii) reviewing the Pricing Procedures and making recommendations to the full Board with respect
thereto, (iii) reviewing the reports described in the Pricing Procedures and other information from
Invesco regarding fair value determinations made pursuant to the Pricing Procedures by Invescos
internal valuation committee and making reports and recommendations to the full Board with respect
thereto, (iv) receiving the reports of Invescos internal valuation committee requesting approval
of any changes to pricing vendors or pricing methodologies as required by the Pricing Procedures
and the annual report of Invesco evaluating the pricing vendors, approving changes to pricing
vendors and pricing methodologies as provided in the Pricing Procedures, and recommending annually
the pricing vendors for approval by the full Board; (v) upon request of Invesco, assisting
Invescos internal valuation committee or the full Board in resolving particular fair valuation
issues; (vi) reviewing the reports described in the Procedures for Determining the Liquidity of
Securities (the Liquidity Procedures) and other information from Invesco regarding liquidity
determinations made pursuant to the Liquidity Procedures by Invesco and making reports and
recommendations to the full Board with respect thereto, and (vii) overseeing actual or potential
conflicts of interest by investment personnel or others that could affect their input or
recommendations regarding pricing or liquidity issues; (b) with regard to distribution and
marketing, (i) developing an understanding of mutual fund distribution and marketing channels and
legal, regulatory and market developments regarding distribution, (ii) reviewing periodic
distribution and marketing determinations and annual approval of distribution arrangements and
making reports and recommendations to the full Board with respect thereto, and (iii) reviewing
other information from the principal underwriters to the Invesco Funds regarding distribution and
marketing of the Invesco Funds and making recommendations to the full Board with respect thereto;
and (c) with regard to proxy voting, (i) overseeing the implementation of the Proxy Voting
Guidelines (the Guidelines) and the Proxy Policies and Procedures (the Proxy Procedures) by
Invesco and the Sub-Advisers, reviewing the Quarterly Proxy Voting Report and making
recommendations to the full Board with respect thereto, (ii) reviewing the Guidelines and the Proxy
Procedures and information provided by Invesco and the Sub-Advisers regarding industry developments
and best practices in connection with proxy voting and making recommendations to the full Board
with respect thereto, and (iii) in implementing its responsibilities in this area, assisting
Invesco in resolving particular proxy voting issues. The Valuation, Distribution and Proxy
Oversight Committee was formed effective January 1, 2008. It succeeded the Valuation Committee
which existed prior to 2008. During the fiscal year ended February 29, 2012, the Valuation,
Distribution and Proxy Oversight Committee held six meetings.
55
Trustee Ownership of Fund Shares
The dollar range of equity securities beneficially owned by each trustee (i) in the Funds and (ii)
on an aggregate basis, in all registered investment companies overseen by the trustee within the
Funds complex, is set forth in Appendix C.
Compensation
Each trustee who is not affiliated with Invesco is compensated for his or her services according to
a fee schedule that recognizes the fact that such trustee also serves as a trustee of other Invesco
Funds. Each such trustee receives a fee, allocated among the Invesco Funds for which he or she
serves as a trustee, that consists of an annual retainer component and a meeting fee component. The
Chair of the Board and Chairs and Vice Chairs of certain committees receive additional compensation
for their services. Information regarding compensation paid or accrued for each trustee of the
Trust who was not affiliated with Invesco during the year ended December 31, 2011, is found in
Appendix D.
Retirement Plan for Trustees
The trustees have adopted a retirement plan which is secured by the Funds for the Trustees of the
Trust who are not affiliated with Invesco. The Trustees also have adopted a retirement policy that
permits each non-Invesco-affiliated trustee to serve until December 31 of the year in which the
trustee turns 75. A majority of the trustees may extend from time to time the retirement date of a
trustee.
56
Annual retirement benefits are available from the Funds and/or the other Invesco Funds for which a
Trustee serves (each, a Covered Fund), for each Trustee who is not an employee or officer of the
Adviser, who either (a) became a Trustee prior to December 1, 2008, and who has at least five years
of credited service as a Trustee (including service to a predecessor fund) of a Covered Fund, or
(b) was a member of the Board of Trustees of a Van Kampen Fund immediately prior to June 1, 2010
(Former Van Kampen Trustee), and has at least one year of credited service as a Trustee of a
Covered Fund after June 1, 2010.
For Trustees other than Former Van Kampen Trustees, effective January 1, 2006, for retirements
after December 31, 2005, the retirement benefits will equal 75% of the Trustees annual retainer
paid to or accrued by any Covered Fund with respect to such Trustee during the twelve-month period
prior to retirement, including the amount of any retainer deferred
under a separate deferred compensation agreement between the Covered Fund and the Trustee. The
amount of the annual retirement benefit does not include additional compensation paid for Board
meeting fees or compensation paid to the Chair of the Board and the Chairs and Vice Chairs of
certain Board committees, whether such amounts are paid directly to the Trustee or deferred. The
annual retirement benefit is payable in quarterly installments for a number of years equal to the
lesser of (i) sixteen years or (ii) the number of such Trustees credited years of service. If a
Trustee dies prior to receiving the full amount of retirement benefits, the remaining payments will
be made to the deceased Trustees designated beneficiary for the same length of time that the
Trustee would have received the payments based on his or her service or, if the Trustee has
elected, in a discounted lump sum payment. A Trustee must have attained the age of 65 (60 in the
event of death or disability) to receive any retirement benefit. A Trustee may make an irrevocable
election to commence payment of retirement benefits upon retirement from the Board before age 72;
in such a case, the annual retirement benefit is subject to a reduction for early payment.
If the Former Van Kampen Trustee completes at least 10 years of credited service after June 1,
2010, the retirement benefit will equal 75% of the Former Van Kampen Trustees annual retainer paid
to or accrued by any Covered Fund with respect to such Trustee during the twelve-month period prior
to retirement, including the amount of any retainer deferred under a separate deferred compensation
agreement between the Covered Fund and such Trustee. The amount of the annual retirement benefit
does not include additional compensation paid for Board meeting fees or compensation paid to the
Chair of the Board and the Chairs and Vice Chairs of certain Board committees, whether such amounts
are paid directly to the Trustee or deferred. The annual retirement benefit is payable in quarterly
installments for 10 years beginning after the later of the Former Van Kampen Trustees termination
of service or attainment of age 72 (or age 60 in the event of disability or immediately in the
event of death). If a Former Van Kampen Trustee dies prior to receiving the full amount of
retirement benefits, the remaining payments will be made to the deceased Trustees designated
beneficiary or, if the Trustee has elected, in a discounted lump sum payment.
If the Former Van Kampen Trustee completes less than 10 years of credited service after June 1,
2010, the retirement benefit will be payable at the applicable time described in the preceding
paragraph, but will be paid in two components successively. For the period of time equal to the
Former Van Kampen Trustees years of credited service after June 1, 2010, the first component of
the annual retirement benefit will equal 75% of the compensation amount described in the preceding
paragraph. Thereafter, for the period of time equal to the Former Van Kampen Trustees years of
credited service after June 1, 2010, the second component of the annual retirement benefit will
equal the excess of (x) 75% of the compensation amount described in the preceding paragraph, over
(y) $68,041 plus an interest factor of 4% per year compounded annually measured from June 1, 2010
through the first day of each year for which payments under this second component are to be made.
In no event, however, will the retirement benefits under the two components be made for a period of
time greater than 10 years. For example, if the Former Van Kampen Trustee completes 7 years of
credited service after June 1, 2010, he or she will receive 7 years of payments under the first
component and thereafter 3 years of payments under the second component, and if the Former Van
Kampen Trustee completes 4 years of credited service after June 1, 2010, he or she will receive 4
years of payments under the first component and thereafter 4 years of payments under the second
component.
57
Deferred Compensation Agreements
Edward K. Dunn (a former Trustee of funds in the Invesco Funds complex), Messrs.
Crockett, Fields and Frischling, and Drs. Mathai-Davis and Soll (for purposes of this paragraph
only, the Deferring Trustees) have each executed a Deferred Compensation Agreement (collectively,
the Compensation Agreements). Pursuant to the Compensation Agreements, the Deferring Trustees
have the option to elect to defer receipt of up to 100% of their compensation payable by the Funds,
and such amounts are placed into a deferral account and deemed to be invested in one or more
Invesco Funds selected by the Deferring Trustees.
Distributions from these deferral accounts will be paid in cash, generally in equal quarterly
installments over a period of up to ten (10) years (depending on the Compensation Agreement)
beginning on the date selected under the Compensation Agreement. If a Deferring Trustee dies prior
to the distribution of amounts in his or her deferral account, the balance of the deferral account
will be distributed to his or her designated beneficiary. The Compensation Agreements are not
funded and, with respect to the payments of amounts held in the deferral accounts, the Deferring
Trustees have the status of unsecured creditors of the Funds and of each other Invesco Fund from
which they are deferring compensation.
Code of Ethics
Invesco, the Trust, Invesco Distributors and the Sub-Advisers each have adopted a Code of Ethics
that applies to all Invesco Fund trustees and officers, and employees of Invesco, the Sub-Advisers
and their affiliates, and governs, among other things, the personal trading activities of all such
persons. Unless specifically noted, each Sub-Advisers Codes of Ethics do not materially differ
from Invesco Code of Ethics discussed below. The Code of Ethics is intended to address conflicts of
interest with the Trust that may arise from personal trading, including personal trading in most of
the Invesco Funds. Personal trading, including personal trading involving securities that may be
purchased or held by an Invesco Fund, is permitted under the Code of Ethics subject to certain
restrictions; however, employees are required to pre-clear security transactions with the
Compliance Officer or a designee and to report transactions on a regular basis.
Proxy Voting Policies
Invesco is comprised of two business divisions, Invesco Aim and Invesco Institutional, each of
which have adopted their own specific Proxy Voting Policies.
The Board has delegated responsibility for decisions regarding proxy voting for securities held by
each Fund to the following Adviser/Sub-Adviser(s), including as appropriate, separately to the
named division of the Adviser:
58
|
|
|
Fund
|
|
Adviser/Sub-Adviser
|
Invesco Van Kampen High Yield Municipal Fund
|
|
Invesco Institutional- a division of Invesco
|
|
|
|
Invesco Van Kampen Intermediate Term Municipal Income Fund
|
|
Invesco Institutional- a division of Invesco
|
|
|
|
Invesco Van Kampen Municipal Income Fund
|
|
Invesco Institutional- a division of Invesco
|
|
|
|
Invesco Van Kampen New York Tax Free Income Fund
|
|
Invesco Institutional- a division of Invesco
|
Invesco (The Proxy Voting Entity) will vote such proxies in accordance with its proxy policies and
procedures, which have been reviewed and approved by the Board, and which are found in Appendix E.
Any material changes to the proxy policies and procedures will be submitted to the Board for
approval. The Board will be supplied with a summary quarterly report of each Funds proxy voting
record. Information regarding how the Funds will vote proxies related to their portfolio securities
through June 30, 2011, is available without charge at our Web site, www.invesco.com/us. This
information is also available at the SEC Web site, www.sec.gov.
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES
Information about the ownership of each class of the Funds shares by beneficial or record owners
of such Fund and by trustees and officers as a group is found in Appendix F. A shareholder who owns
beneficially 25% or more of the outstanding shares of a Fund is presumed to control that Fund.
INVESTMENT ADVISORY AND OTHER SERVICES
Investment Adviser
Invesco serves as the Funds investment adviser. The Adviser manages the investment operations of
the Funds as well as other investment portfolios that encompass a broad range of investment
objectives, and has agreed to perform or arrange for the performance of the Funds day-to-day
management. The Adviser, as successor in interest to multiple investment advisers, has been an
investment adviser since 1976. Invesco is an indirect, wholly owned subsidiary of Invesco Ltd.
Invesco Ltd. and its subsidiaries are an independent global investment management group. Certain of
the directors and officers of Invesco are also executive officers of the Trust and their
affiliations are shown under Management Information herein.
As investment adviser, Invesco supervises all aspects of the Funds operations and provides
investment advisory services to the Funds. Invesco obtains and evaluates economic, statistical and
financial information to formulate and implement investment programs for the Funds. The Master
Investment Advisory Agreement (Advisory Agreement) provides that, in fulfilling its
responsibilities, Invesco may engage the services of other investment managers with respect to one
or more of
the Funds. The investment advisory services of Invesco are not exclusive and Invesco is free to
render investment advisory services to others, including other investment companies.
Pursuant to an administrative services agreement with the Funds. Invesco is also responsible
for furnishing to the Funds, at Invescos expense, the services of persons believed to be competent
to perform all supervisory and administrative services required by the Funds, which in the judgment
of the trustees, are necessary to conduct the respective businesses of the Funds effectively, as
well as the offices, equipment and other facilities necessary for their operations. Such functions
include the maintenance of each Funds accounts and records, and the preparation of all requisite
corporate documents such as tax returns and reports to the SEC and shareholders.
The Advisory Agreement provides that each Fund will pay or cause to be paid all expenses of
such Fund not assumed by Invesco, including, without limitation: brokerage commissions, taxes,
legal, auditing or governmental fees, custodian, transfer and shareholder service agent costs,
expenses of issue, sale, redemption, and repurchase of shares, expenses of registering and
qualifying shares for sale, expenses relating to trustee and shareholder meetings, the cost of
preparing and distributing reports and notices to shareholders, the fees and other expenses
incurred by the Trust on behalf of each Fund in connection with membership in investment company
organizations, and the cost of printing copies of prospectuses and statements of additional
information distributed to the Funds shareholders.
59
Invesco, at its own expense, furnishes to the Trust office space and facilities. Invesco furnishes
to the Trust all personnel for managing the affairs of the Trust and each of its series of shares.
Pursuant to its Advisory Agreement with the Trust, Invesco receives a monthly fee from each Fund
calculated at the annual rates indicated below, based on the average daily net assets of each Fund
during the year. Each Fund allocates advisory fees to a class based on the relative net assets of
each class.
|
|
|
|
|
|
|
|
|
|
|
Annual Rate/Net Assets
|
Fund Name
|
|
Per Advisory Agreement
|
Invesco Van Kampen High Yield Municipal Fund
|
|
First $300 million
|
|
|
0.60
|
%
|
|
|
Next $300 million
|
|
|
0.55
|
%
|
|
|
Over $600 million
|
|
|
0.50
|
%
|
|
|
|
|
|
|
|
|
|
Invesco Van Kampen Intermediate Term Municipal Income Fund
|
|
First $500 million
|
|
|
0.50
|
%
|
|
|
Over $500 million
|
|
|
0.45
|
%
|
|
|
|
|
|
|
|
|
|
Invesco Van Kampen Municipal Income Fund
|
|
First $500 million
|
|
|
0.50
|
%
|
|
|
Over $500 million
|
|
|
0.45
|
%
|
|
|
|
|
|
|
|
|
|
Invesco Van Kampen New York Tax Free Income Fund
|
|
First $500 million
|
|
|
0.47
|
%
|
|
|
Over $500 million
|
|
|
0.445
|
%
|
Invesco may from time to time waive or reduce its fee. Voluntary fee waivers or reductions may be
rescinded at any time without further notice to investors. During periods of voluntary fee waivers
or reductions, Invesco will retain its ability to be reimbursed for such fee prior to the end of
the respective fiscal year in which the voluntary fee waiver or reduction was made. Contractual fee
waivers or reductions set forth in the Fee Table in a prospectus may not be terminated or amended
to the Funds detriment during the period stated in the agreement between Invesco and the Fund.
Invesco has contractually agreed through at least June 30, 2013, to waive advisory fees payable by
each Fund in an amount equal to 100% of the advisory fee Invesco receives from the Affiliated Money
Market Funds as a result of each Funds investment of uninvested cash in the Affiliated Money
Market Funds. See Description of the Funds and Their Investments and Risks Investment
Strategies and Risks Other Investments Other Investment Companies.
Invesco also has contractually agreed through at least June 30, 2013 to waive advisory fees or
reimburse expenses to the extent necessary to limit total annual fund operating expenses (excluding
(i) interest; (ii) taxes; (iii) dividend expense on short sales; (iv) extraordinary or non-routine
items, including litigation expenses; and (v) expenses that each Fund has
incurred but did not actually pay because of an expense offset arrangement). The expense
limitations for the following Funds shares are:
|
|
|
|
|
|
|
|
|
Fund
|
|
Expense Limitation
|
|
Expiration Date
|
Invesco Van Kampen High Yield Municipal Fund
|
|
|
|
|
|
|
|
|
Class A Shares
|
|
|
1.50
|
%
|
|
June 30, 2013
|
Class B Shares
|
|
|
2.25
|
%
|
|
June 30, 2013
|
Class C Shares
|
|
|
2.25
|
%
|
|
June 30, 2013
|
Class Y Shares
|
|
|
1.25
|
%
|
|
June 30, 2013
|
|
|
|
|
|
|
|
|
|
Institutional Class Shares
|
|
|
1.25
|
%
|
|
June 30, 2013
|
|
|
|
|
|
|
|
|
|
Invesco Van Kampen Intermediate Term Municipal
Income Fund
|
|
|
|
|
|
|
|
|
Class A Shares
|
|
|
0.75
|
%
|
|
June 30, 2013
|
Class B Shares
|
|
|
1.50
|
%
|
|
June 30, 2013
|
60
|
|
|
|
|
|
|
|
|
Fund
|
|
Expense Limitation
|
|
Expiration Date
|
Class C Shares
|
|
|
1.50
|
%
|
|
June 30, 2013
|
Class Y Shares
|
|
|
0.50
|
%
|
|
June 30, 2013
|
|
|
|
|
|
|
|
|
|
Invesco Van Kampen Municipal Income Fund
|
|
|
|
|
|
|
|
|
Class A Shares
|
|
|
0.83
|
%
|
|
June 30, 2013
|
Class B Shares
|
|
|
1.58
|
%
|
|
June 30, 2013
|
Class C Shares
|
|
|
1.58
|
%
|
|
June 30, 2013
|
Class Y Shares
|
|
|
0.58
|
%
|
|
June 30, 2013
|
|
|
|
|
|
|
|
|
|
Invesco Van Kampen New York Tax Free Income Fund
|
|
|
|
|
|
|
|
|
Class A Shares
|
|
|
1.50
|
%
|
|
June 30, 2013
|
Class B Shares
|
|
|
2.25
|
%
|
|
June 30, 2013
|
Class C Shares
|
|
|
2.25
|
%
|
|
June 30, 2013
|
Class Y Shares
|
|
|
1.25
|
%
|
|
June 30, 2013
|
The total annual fund operating expenses used in determining whether a fund meets or exceeds the
expense limitations described above do not include Acquired Fund Fees and Expenses, which are
required to be disclosed and included in the total annual fund operating expenses in a funds
prospectus fee table. Acquired Fund Fees and Expenses are not operating expenses of the Fund
directly, but are fees and expenses, including management fees of the investment companies in which
the Fund invest. As a result, the Total Annual Fund Operating Expenses After Fee Waiver and/or
Expense Reimbursement may exceed a Funds expense limit.
Such contractual fee waivers or reductions are set forth in the Fee Table to each Funds
Prospectus. Unless the Board of Trustees and Invesco mutually agree to amend or continue the fee
waiver agreement, it will terminate on June 30, 2012 for Invesco Van Kampen High Yield Municipal
and Invesco Van Kampen New York Tax Free Income Fund and June 30, 2013 for Invesco Van Kampen
Intermediate Term Municipal Fund and Invesco Van Kampen Municipal Income Fund.
The management fees for the last three fiscal years and the most recent fiscal period ended
February 29, 2012 are found in Appendix G.
Investment Sub-Advisers
Invesco has entered into a Sub-Advisory Agreement with certain affiliates to serve as sub-advisers
to each Fund pursuant to which these affiliated sub-advisers may be appointed by Invesco 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 Investment Advisers Act of 1940 are:
Invesco Asset Management Deutschland GmbH (Invesco Deutschland)
Invesco Asset Management Limited (Invesco Asset Management)
Invesco Asset Management (Japan) Limited (Invesco Japan)
Invesco Australia Limited (Invesco Australia)
Invesco Hong Kong Limited (Invesco Hong Kong)
Invesco Senior Secured Management, Inc. (Invesco Senior Secured)
Invesco Canada Ltd. (Invesco Canada); (each a Sub-Adviser and collectively, the Sub-Advisers).
Invesco and each Sub-Adviser are indirect wholly-owned subsidiaries of Invesco Ltd.
The only fees payable to the Sub-Advisers under the Sub-Advisory Agreement are for
providing discretionary investment management services. For such services, Invesco will pay each
Sub-Adviser a fee, computed daily and paid monthly, equal to (i) 40% of the monthly compensation
that Invesco receives from the Trust, multiplied by (ii) the fraction equal to the net assets of
such Fund as to which such Sub-Adviser shall have provided discretionary investment management
services for that month divided by the net assets of such Fund for that month. Pursuant to the
Sub-Advisory Agreement, this fee is reduced to reflect contractual or voluntary fee waivers or
expense limitations by Invesco, if any, in effect from time to time. In no event shall the
aggregate monthly fees paid to the Sub-Advisers under the Sub-Advisory Agreement exceed 40% of the
monthly compensation that Invesco receives from the Trust pursuant to its advisory agreement with
the Trust, as reduced to reflect contractual or voluntary fees waivers or expense limitations by
Invesco, if any.
61
Portfolio Managers
Appendix H contains the following information regarding the portfolio managers identified in
each Funds prospectus:
|
|
|
The dollar range of the managers investments in each Fund.
|
|
|
|
|
A description of the managers compensation structure.
|
|
|
|
|
Information regarding other accounts managed by the manager and potential conflicts of interest that might
arise from the management of multiple accounts.
|
Securities Lending Arrangements
If a Fund engages in securities lending, Invesco will provide the Fund investment
advisory services and related administrative services. The Advisory Agreement describes the
administrative services to be rendered by Invesco if a Fund engages in securities lending
activities, as well as the compensation Invesco may receive for such administrative services.
Services to be provided include: (a) overseeing participation in the securities lending program to
ensure compliance with all applicable regulatory and investment guidelines; (b) assisting the
securities lending agent or principal (the agent) in determining which specific securities are
available for loan; (c) monitoring the agent to ensure that securities loans are effected in
accordance with Invescos instructions and with procedures adopted by the Board; (d) preparing
appropriate periodic reports for, and seeking appropriate approvals from, the Board with respect to
securities lending activities; (e) responding to agent inquiries; and (f) performing such other
duties as may be necessary.
Invescos compensation for advisory services rendered in connection with securities lending is
included in the advisory fee schedule. As compensation for the related administrative services
Invesco will provide, a lending Fund will pay Invesco a fee equal to 25% of the net monthly
interest or fee income retained or paid to the Fund from such activities. Invesco currently waives
such fee, and has agreed to seek Board approval prior to its receipt of all or a portion of such
fee.
Service Agreements
Administrative Services Agreement.
Invesco and the Trust have entered into a Master Administrative
Services Agreement (Administrative Services Agreement) pursuant to which Invesco may perform or
arrange for the provision of certain accounting and other administrative services to each Fund
which are not required to be performed by Invesco under the Advisory Agreement. The Administrative
Services Agreement provides that it will remain in effect and continue from year to year only if
such continuance is specifically approved at least annually by the Board, including the independent
trustees, by votes cast in person at a meeting called for such purpose. Under the Administrative
Services Agreement, Invesco is entitled to receive from the Funds reimbursement of its costs or
such reasonable compensation as may be approved by the Board. Currently, Invesco is reimbursed for
the services of the Trusts principal financial officer and her staff and any expenses related to
fund accounting services.
Administrative services fees paid for the last three fiscal years and the most recent fiscal period
ended February 29, 2012 are found in Appendix I.
Other Service Providers
Transfer Agent
.
Invesco Investment Services, Inc., (Invesco Investment Services), 11 Greenway
Plaza, Suite 1000, Houston, Texas 77046, a wholly owned subsidiary of Invesco Ltd., is the Trusts
transfer agent.
The Transfer Agency and Service Agreement (the TA Agreement) between the Trust and Invesco
Investment Services provides that Invesco Investment Services will perform certain services related
to the servicing of shareholders of the Funds. Other such services may be delegated or
sub-contracted to third party intermediaries. For servicing accounts holding Class A, A2, A5, B,
B5, C, C5, P, R, R5, S, Y, Invesco Cash Reserve and Investor Class shares, the TA Agreement
provides that the Trust, on behalf of the Funds, will pay Invesco Investment Services an annual fee
per open shareholder account plus certain out of pocket expenses. This fee is paid monthly at the
rate of 1/12 of the annual rate and is based upon the number of open shareholder accounts during
each month. For servicing accounts holding Institutional Class shares, the TA Agreement provides
that the Trust, on behalf of the Funds, will pay Invesco Investment Services a fee per trade
executed, to be billed monthly, plus certain out-of-pocket expenses. In addition, all fees payable
by Invesco Investment Services or its affiliates to third party intermediaries who service accounts
pursuant to sub-transfer agency, omnibus account services and sub-accounting agreements are charged
back to the Funds, subject to certain limitations approved by the Board of the Trust. These
payments are made in
62
consideration of services that would otherwise be provided by Invesco
Investment Services if the accounts serviced by such intermediaries were serviced by Invesco
Investment Services directly. For more information regarding such payments to intermediaries, see
the discussion under Sub-Accounting and Network Support Payments below.
Sub-Transfer Agent.
Invesco Canada, 5140 Yonge Street, Suite 900, Toronto, Ontario M2N6X7, a wholly
owned, indirect subsidiary of Invesco Ltd., provides services to the Trust as a sub-transfer agent,
pursuant to an agreement between Invesco Canada and Invesco Investment Services. The Trust does not
pay a fee to Invesco Canada for these services. Rather Invesco Canada is compensated by Invesco
Investment Services, as a sub-contractor.
Custodian
.
State Street Bank and Trust Company (the Custodian), 225 Franklin Street, Boston,
Massachusetts 02110, is custodian of all securities and cash of the Funds. The Bank of New York
Mellon, 2 Hanson Place, Brooklyn, New York 11217-1431, also serves as sub-custodian to facilitate
cash management.
The custodians are authorized to establish separate accounts in foreign countries and to cause
foreign securities owned by the Funds to be held outside the United States in branches of U.S.
banks and, to the extent permitted by applicable regulations, in certain foreign banks and
securities depositories. Invesco is responsible for selecting eligible foreign securities
depositories and for assessing the risks associated with investing in foreign countries, including
the risk of using eligible foreign securities depositories in a country. The Custodian is
responsible for monitoring eligible foreign securities depositories.
Under its contract with the Trust, the Custodian maintains the portfolio securities of the Funds,
administers the purchases and sales of portfolio securities, collects interest and dividends and
other distributions made on the securities held in the portfolios of the Funds and performs other
ministerial duties. These services do not include any supervisory function over management or
provide any protection against any possible depreciation of assets.
Independent Registered Public Accounting Firm
.
The Funds independent registered public accounting
firm is responsible for auditing the financial statements of the Funds. The Audit Committee of the
Board has appointed, and the Board has ratified and approved, PricewaterhouseCoopers LLP, 1201
Louisiana Street, Suite 2900, Houston, Texas 77002, as the independent registered public accounting
firm to audit the financial statements of the Funds. Financial statements for the predecessor funds
for fiscal years ending prior to June 1, 2010 were audited by the predecessor funds auditor, which
was different than the Funds auditor.
Counsel to the Trust
.
Legal matters for the Trust have been passed upon by Stradley Ronon Stevens &
Young, LLP, 2600 One Commerce Square, Philadelphia, Pennsylvania 19103.
BROKERAGE ALLOCATION AND OTHER PRACTICES
The Sub-Advisers have adopted compliance procedures that cover, among other items, brokerage
allocation and other trading practices. If all or a portion of a Funds assets are managed by one
or more Sub-Advisers, the decision to buy and sell securities and broker selection will be made by
the Sub-Adviser for the assets it manages. Unless specifically noted, the Sub-Advisers brokerage
allocation procedures do not materially differ from Invescos procedures.
63
Brokerage Transactions
Placing trades generally involves acting on portfolio manager instructions to buy or sell a
specified amount of portfolio securities, including selecting one or more broker-dealers, including
affiliated and third-party broker-dealers, to execute the trades, and negotiating commissions and
spreads. Various Invesco Ltd. subsidiaries have created a global equity trading desk. The global
equity trading desk has assigned local traders in six primary trading centers to place equity
securities trades in their regions. Invesco Advisers Americas desk, located in Atlanta, Houston
and Toronto, generally places trades of equity securities trading in North America, Canada and
Latin America; the Hong Kong desk of Invesco Hong Kong (the Hong Kong Desk) generally places trades
of equity securities in the Asia-Pacific markets, except Japan; the Japan trading desk of Invesco
Japan generally places trades of equity securities in the Japanese markets; the London trading desk
of Invesco Global Investment Funds Limited (the London Desk) generally places trades of equity
securities in European, Middle Eastern and African countries; the Australia desk, located in Sydney
and Melbourne, for the execution of orders of equity securities trading in the Australian and New
Zealand markets and the Taipei desk, located in Taipei, for the execution of orders of securities
trading in the Chinese market. Invesco, Invesco Canada, Invesco Australia, Invesco Japan, Invesco
Deutschland, Invesco Hong Kong and Invesco Asset Management use the global equity trading desk to
place equity trades. Other Sub-Advisers may use the global equity trading desk in the future. The
trading procedures for the global trading desks are similar in all material respects.
References in the language below to actions by Invesco Advisers, Inc. or a Sub-Adviser (other than
Invesco Canada or Invesco Japan) making determinations or taking actions related to equity trading
include these entities delegation of these determinations/actions to the Americas Desk, the Hong
Kong Desk, and the London Desk. Even when trading is delegated by Invesco or the Sub-Advisers to
the various arms of the global equity trading desk, Invesco or the Sub-Advisers that delegates
trading is responsible for oversight of this trading activity.
Invesco or the Sub-Advisers makes decisions to buy and sell securities for each Fund, selects
broker-dealers (each, a Broker), effects the Funds investment portfolio transactions, allocates
brokerage fees in such transactions and, where applicable, negotiates commissions and spreads on
transactions. Invescos and the Sub-Advisers primary consideration in effecting a security
transaction is to obtain best execution, which is defined as prompt and efficient execution of the
transaction at the best obtainable price with payment of commissions, mark-ups or mark-downs which
are reasonable in relation to the value of the brokerage services provided by the Broker. While
Invesco or the Sub-Advisers seeks reasonably competitive commission rates, the Funds may not pay
the lowest commission or spread available. See Broker Selection below.
Some of the securities in which the Funds invest are traded in over-the-counter markets. Portfolio
transactions in such markets may be effected on a principal basis at net prices without
commissions, but which include compensation to the Broker in the form of a mark-up or mark-down, or
on an agency basis, which involves the payment of negotiated brokerage commissions to the Broker,
including electronic communication networks. Purchases of underwritten issues, which include
initial public offerings and secondary offerings, include a commission or concession paid by the
issuer (not the Funds) to the underwriter. Purchases of money market instruments may be made
directly from issuers without the payment of commissions.
Historically, Invesco and the Sub-Advisers did not negotiate commission rates on stock markets
outside the United States. In recent years many overseas stock markets have adopted a system of
negotiated rates; however, a number of markets maintain an established schedule of minimum
commission rates.
In some cases, Invesco may decide to place trades on a blind principal bid basis, which involves
combining all trades for one or more portfolios into a single basket, and generating a description
of the characteristics of the basket for provision to potential executing brokers. Based on the
trade characteristics information provided by Invesco, these brokers submit bids for executing all
of the required trades at the market close price for a specific commission. Invesco generally
selects the broker with the lowest bid to execute these trades.
64
Brokerage commissions during the last three fiscal years and the most recent fiscal period ended
February 29, 2012 are found in Appendix J.
Commissions
During the fiscal period October 1, 2010 to February 28, 2011 (Invesco Van Kampen
High Yield Municipal Fund) and the fiscal period December 1, 2010 to February 28, 2011 (Invesco Van
Kampen Intermediate Term Municipal Income Fund, Invesco Van Kampen Municipal Income Fund and
Invesco Van Kampen New York Tax Free Income Fund), none of the Funds paid brokerage commissions to
Brokers affiliated with the Funds, Invesco (or Invesco Advisors, Inc., former adviser to the Funds
that merged into Invesco Advisers, Inc. on December 31, 2009), Invesco Distributors, the
Sub-Advisers or any affiliates of such entities.
The Funds may engage in certain principal and agency transactions with banks and their affiliates
that own 5% or more of the outstanding voting securities of an Invesco Fund, provided the
conditions of an exemptive order received by the Invesco Funds from the SEC are met. In addition, a
Fund may purchase or sell a security from or to certain other Invesco Funds or other accounts (and
may invest in the Affiliated Money Market Funds) provided the Funds follow procedures adopted by
the Boards of the various Invesco Funds, including the Trust. These inter-fund transactions do not
generate brokerage commissions but may result in custodial fees or taxes or other related expenses.
Broker Selection
Invescos or the Sub-Advisers primary consideration in selecting Brokers to execute portfolio
transactions for an Invesco Fund is to obtain best execution. In selecting a Broker to execute a
portfolio transaction in equity securities for a Fund, Invesco or the Sub-Advisers considers the
full range and quality of a Brokers services, including the value of research and/or brokerage
services provided, execution capability, commission rate, and willingness to commit capital,
anonymity and responsiveness. Invescos and the Sub-Advisers Advisers primary consideration when
selecting a Broker to execute a portfolio transaction in fixed income securities for a Fund is the
Brokers ability to deliver or sell the relevant fixed income securities; however, Invesco and the
Sub-Advisers will also consider the various factors listed above. In each case, the determinative
factor is not the lowest commission or spread available but whether the transaction represents the
best qualitative execution for the Fund. Invesco and the Sub-Advisers will not select Brokers based
upon their promotion or sale of Fund shares.
In choosing Brokers to execute portfolio transactions for the Funds, Invesco or the Sub-Advisers
may select Brokers that are not affiliated with Invesco that provide brokerage and/or research
services (Soft Dollar Products) to the Funds and/or the other accounts over which Invesco and its
affiliates have investment discretion. Section 28(e) of the Securities Exchange Act of 1934, as
amended, provides that Invesco or the Sub-Advisers, under certain circumstances, lawfully may cause
an account to pay a higher commission than the lowest available. Under Section 28(e)(1), Invesco or
the Sub-Advisers must make a good faith determination that the commissions paid are reasonable in
relation to the value of the brokerage and research services provided ... viewed in terms of either
that particular transaction or [Invescos or the Sub-Advisers] overall responsibilities with
respect to the accounts as to which [it] exercises investment discretion. The services provided by
the Broker also must lawfully and appropriately assist Invesco or the Sub-Adviser in the
performance of its investment decision-making responsibilities. Accordingly, a Fund may pay a
Broker commissions higher than those available from another Broker in recognition of the Brokers
provision of Soft Dollar Products to Invesco or the Sub-Advisers.
Invesco and the Sub-Advisers face a potential conflict of interest when they use client trades to
obtain Soft Dollar Products. This conflict exists because Invesco and the Sub-Advisers are able to
use the Soft Dollar Products to manage client accounts without paying cash for the Soft Dollar
Products, which reduces Invescos or the Sub-Advisers expenses to the extent that Invesco or the
Sub-Advisers would have purchased such products had they not been provided by Brokers. Section
28(e) permits Invesco or the Sub-Advisers to use Soft Dollar Products for the benefit of any
account it manages. Certain Invesco-managed accounts (or accounts managed by the Sub-Advisers) may
generate soft dollars used to purchase Soft Dollar Products that ultimately benefit other Invesco
Advisers, Inc.-managed accounts (or Sub-Adviser-managed accounts), effectively cross subsidizing
the other Invesco-managed accounts (or the other Sub-Adviser-managed accounts) that benefit
directly from the product. Invesco or the Sub-Advisers may not use all of the Soft Dollar Products
provided by Brokers through which a Fund effects securities transactions in connection with
managing the Fund whose trades generated the soft dollars used to purchase such products.
Invesco presently engages in the following instances of cross-subsidization:
65
Fixed income funds normally do not generate soft dollar commissions to pay for Soft Dollar
Products. Therefore, soft dollar commissions used to pay for Soft Dollar Products which are used to
manage certain fixed income Invesco Funds are generated entirely by equity Invesco Funds and other
equity client accounts managed by Invesco. In other words, certain fixed income Invesco Funds are
cross-subsidized by the equity Invesco Funds in that the fixed income Invesco
Funds receive the benefit of Soft Dollar Products services for which they do not pay. Similarly,
other accounts managed by Invesco or certain of its affiliates may benefit from Soft Dollar
Products services for which they do not pay.
Invesco and the Sub-Advisers attempt to reduce or eliminate the potential conflicts of interest
concerning the use of Soft Dollar Products by directing client trades for Soft Dollar Products only
if Invesco or the Sub-Adviser concludes that the Broker supplying the product is capable of
providing best execution.
Certain Soft Dollar Products may be available directly from a vendor on a hard dollar basis; other
Soft Dollar Products are available only through Brokers in exchange for soft dollars. Invesco and
the Sub-Adviser use soft dollars to purchase two types of Soft Dollar Products:
|
|
|
proprietary research created by the
Broker executing the trade, and
|
|
|
|
|
other products created by third parties
that are supplied to Invesco or the Sub-Adviser through the Broker executing the trade.
|
Proprietary research consists primarily of traditional research reports, recommendations and
similar materials produced by the in-house research staffs of broker-dealer firms. This research
includes evaluations and recommendations of specific companies or industry groups, as well as
analyses of general economic and market conditions and trends, market data, contacts and other
related information and assistance. Invesco periodically rates the quality of proprietary research
produced by various Brokers. Based on the evaluation of the quality of information that Invesco
receives from each Broker, Invesco develops an estimate of each Brokers share of Invesco clients
commission dollars and attempts to direct trades to these firms to meet these estimates.
Invesco and the Sub-Advisers also use soft dollars to acquire products from third parties that are
supplied to Invesco or the Sub-Advisers through Brokers executing the trades or other Brokers who
step in to a transaction and receive a portion of the brokerage commission for the trade. Invesco
or the Sub-Advisers may from time to time instruct the executing Broker to allocate or step out a
portion of a transaction to another Broker. The Broker to which Invesco or the Sub-Advisers have
stepped out would then settle and complete the designated portion of the transaction, and the
executing Broker would settle and complete the remaining portion of the transaction that has not
been stepped out. Each Broker may receive a commission or brokerage fee with respect to that
portion of the transaction that it settles and completes.
Soft Dollar Products received from Brokers supplement Invescos and or the Sub-Advisers own
research (and the research of certain of its affiliates), and may include the following types of
products and services:
|
|
|
Database Services comprehensive
databases containing current and/or historical information on companies and industries
and indices. Examples include historical securities prices, earnings estimates and
financial data. These services may include software tools that allow the user to search
the database or to prepare value-added analyses related to the investment process (such
as forecasts and models used in the portfolio management process).
|
|
|
|
|
Quotation/Trading/News Systems products that provide real time market data information, such as pricing of individual
securities and information on current trading, as well as a variety of news services.
|
|
|
|
|
|
Economic Data/Forecasting Tools various macro-economic forecasting tools, such as economic data or currency and political
forecasts for various countries or regions.
|
|
|
|
|
|
Quantitative/Technical Analysis software tools that assist in quantitative and technical analysis of investment data.
|
|
|
|
|
Fundamental/Industry Analysis industry specific fundamental investment research.
|
66
|
|
|
Other Specialized Tools other specialized products, such as consulting analyses, access to industry experts, and
distinct investment expertise such as forensic accounting or custom built
investment-analysis software.
|
If Invesco or the Sub-Advisers determines that any service or product has a mixed use (i.e., it
also serves functions that do not assist the investment decision-making or trading process),
Invesco or the Sub-Advisers will allocate the costs of such service or product accordingly in its
reasonable discretion. Invesco or the Sub-Advisers will allocate brokerage commissions to Brokers
only for the portion of the service or product that Invesco or the Sub-Advisers determines assists
it in the investment decision-making or trading process and will pay for the remaining value of the
product or service in cash.
Outside research assistance is useful to Invesco or the Sub-Advisers because the Brokers used by
Invesco or the Sub-Advisers tend to provide more in-depth analysis of a broader universe of
securities and other matters than Invescos or the Sub-Advisers staff follows. In addition, such
services provide Invesco or the Sub-Advisers with a diverse perspective on financial markets. Some
Brokers may indicate that the provision of research services is dependent upon the generation of
certain specified levels of commissions and underwriting concessions by Invescos or the
Sub-Advisers clients, including the Funds. However, the Funds are not under any obligation to deal
with any Broker in the execution of transactions in portfolio securities. In some cases, Soft
Dollar Products are available only from the Broker providing them. In other cases, Soft Dollar
Products may be obtainable from alternative sources in return for cash payments. Invesco and the
Sub-Advisers believe that because Broker research supplements rather than replaces Invescos or the
Sub-Advisers research, the receipt of such research tends to improve the quality of Invescos or
the Sub-Advisers investment advice. The advisory fee paid by the Funds is not reduced because
Invesco or the Sub-Advisers receives such services. To the extent the Funds portfolio transactions
are used to obtain Soft Dollar Products, the brokerage commissions obtained by the Funds might
exceed those that might otherwise have been paid.
Invesco or the Sub-Advisers may determine target levels of brokerage business with various Brokers
on behalf of its clients (including the Funds) over a certain time period. Invesco determines
target levels based upon the following factors, among others: (1) the execution services provided
by the Broker; and (2) the research services provided by the Broker. Portfolio transactions may be
effected through Brokers that recommend the Funds to their clients, or that act as agent in the
purchase of a Funds shares for their clients, provided that Invesco or the Sub-Advisers believes
such Brokers provide best execution and such transactions are executed in compliance with Invescos
policy against using directed brokerage to compensate Brokers for promoting or selling Invesco Fund
shares. Invesco and the Sub-Advisers will not enter into a binding commitment with Brokers to place
trades with such Brokers involving brokerage commissions in precise amounts.
Directed Brokerage (Research Services)
Directed brokerage (research services) paid by each of the predecessor funds and the Funds during
the last fiscal year ended in 2010 and the most recent fiscal period ended February 29, 2012 are
found in Appendix K.
Affiliated Transactions
Invesco may place trades with Van Kampen Funds Inc. (VKFI), a broker-dealer with whom it is under
common control, provided Invesco determines that the affiliates trade execution abilities and
costs are at least comparable to those of non-affiliated brokerage firms with which Invesco could
otherwise place similar trades. VKFI receives brokerage commissions in connection with effecting
trades for the Funds and, therefore, use of VKFI presents a conflict of interest for Invesco.
Trades placed through VKFI, including the brokerage commissions paid to VKFI, are subject to
procedures adopted by the Boards of the various Invesco Funds, including the Trust,
Regular Brokers
Information concerning the predecessor funds and the Funds acquisition of securities of their
Brokers during the last fiscal year ended February 29, 2012 are found in Appendix K.
67
Allocation of Portfolio Transactions
Invesco and the Sub-Advisers manage numerous Invesco Funds and other accounts. Some of these
accounts may have investment objectives similar to the Funds. Occasionally, identical securities
will be appropriate for investment by one of the Funds and by another Fund or one or more other
accounts. However, the position of each account in the same security and the length of time that
each account may hold its investment in the same security may vary. Invesco and the Sub-Adviser
will also determine the timing and amount of purchases for an account based on its cash position.
If the purchase or sale of securities is consistent with the investment policies of the Fund(s) and
one or more other accounts, and is considered at or about the same time, Invesco or the Sub-Adviser
will allocate transactions in such securities
among the Fund(s) and these accounts on a pro rata basis based on order size or in such other
manner believed by Invesco to be fair and equitable. Invesco or the Sub-Adviser may combine
transactions in accordance with applicable laws and regulations to obtain the most favorable
execution. Simultaneous transactions could, however, adversely affect a Funds ability to obtain or
dispose of the full amount of a security which it seeks to purchase or sell.
Allocation of Initial Public Offering (IPO) Transactions
Certain of the Invesco Funds or other accounts managed by Invesco may become interested in
participating in IPOs. Purchases of IPOs by one Invesco Fund or other accounts may also be
considered for purchase by one or more other Invesco Funds or accounts. Invesco combines
indications of interest for IPOs for all Invesco Funds and accounts participating in purchase
transactions for that IPO. When the full amount of all IPO orders for such Invesco Funds and
accounts cannot be filled completely, Invesco shall allocate such transactions in accordance with
the following procedures:
Invesco or the Sub-Adviser may determine the eligibility of each Invesco Fund and account that
seeks to participate in a particular IPO by reviewing a number of factors, including market
capitalization/liquidity suitability and sector/style suitability of the investment with the
Invesco Funds or accounts investment objective, policies, strategies and current holdings.
Invesco will allocate securities issued in IPOs to eligible Invesco Funds and accounts on a pro
rata basis based on order size.
Invesco Canada, Invesco Australia, Invesco Hong Kong and Invesco Japan allocate IPOs on a pro rata
basis based on size of order or in such other manner which they believe is fair and equitable.
Invesco Asset Management allocates IPOs on a pro rata basis based on account size or in such other
manner believed by Invesco Asset Management to be fair and equitable.
Invesco Deutschland and Invesco Senior Secured do not subscribe to IPOs.
PURCHASE, REDEMPTION AND PRICING OF SHARES
Please Refer to Appendix L for information on Purchase, Redemption and Pricing of Shares.
DIVIDENDS, DISTRIBUTIONS AND TAX MATTERS
Dividends and Distributions
The following discussion of dividends and distributions should be read in connection with the
applicable sections in the Prospectus.
All dividends and distributions will be automatically reinvested in additional shares of the
same class of a Fund (hereinafter, the Fund) unless the shareholder has requested in writing to
receive such dividends and distributions in cash or that they be invested in shares of another
Invesco Fund, subject to the terms and conditions set forth in the Prospectus under the caption
Purchasing Shares Automatic Dividend and Distribution Investment. Such dividends and
distributions will be reinvested at the net asset value per share determined on the ex-dividend
date.
The Fund calculates income dividends and capital gain distributions the same way for each
class. The amount of any income dividends per share will differ, however, generally due to any
differences in the distribution and service (Rule 12b-1) fees applicable to the classes, as well as
any other expenses attributable
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to a particular class (Class Expenses). Class Expenses, including
distribution plan expenses, must be allocated to the class for which they are incurred consistent
with applicable legal principles under the 1940 Act, the Internal Revenue Code (Code) and IRS
guidance.
Tax Matters
The following is a summary of certain additional tax considerations generally affecting the
Fund and its shareholders that are not described in the Prospectus. No attempt is made to present a
detailed explanation of the tax treatment of the Fund or its shareholders, and the discussion here
and in the Prospectus is not intended as a substitute for careful tax planning.
This Tax Matters section is based on the Code and applicable regulations in effect on the
date of this SAI. Future legislative, regulatory or administrative changes, including provisions of
current law that sunset and thereafter no longer apply, or court decisions may significantly change
the tax rules applicable to the Fund and its shareholders. Any of these changes or court decisions
may have a retroactive effect.
This is for general information only and not tax advice. All investors should consult their
own tax advisors as to the federal, state, local and foreign tax provisions applicable to them.
Taxation of the Fund
. The Fund has elected and intends to qualify (or, if newly organized,
intends to elect and qualify) each year as a regulated investment company (sometimes referred to
as a regulated investment company, RIC or fund) under Subchapter M of the Code. If the Fund
qualifies, the Fund will not be subject to federal income tax on the portion of its investment
company taxable income (i.e., generally, taxable interest, dividends, net short-term capital gains
and other taxable ordinary income net of expenses without regard to the deduction for dividends
paid) and net capital gain (i.e., the excess of net long-term capital gains over net short-term
capital losses) that it distributes to shareholders.
Qualification as a regulated investment company
. In order to qualify for treatment as a
regulated investment company, the Fund must satisfy the following requirements:
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Distribution Requirement the Fund
must distribute an amount equal to the sum of at least 90% of its investment company
taxable income and 90% of its net tax-exempt income, if any, for the tax year (certain
distributions made by the Fund after the close of its tax year are considered
distributions attributable to the previous tax year for purposes of satisfying this
requirement).
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Income Requirement the Fund must
derive at least 90% of its gross income from dividends, interest, certain payments with
respect to securities loans, and gains from the sale or other disposition of stock,
securities or foreign currencies, or other income (including, but not limited to, gains
from options, futures or forward contracts) derived from its business of investing in
such stock, securities or currencies and net income derived from qualified publicly
traded partnerships (QPTPs).
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Asset Diversification Test the Fund
must satisfy the following asset diversification test at the close of each quarter of the
Funds tax year: (1) at least 50% of the value of the Funds assets must consist of cash
and cash items, U.S. Government securities, securities of other regulated investment
companies, and securities of other issuers (as to which the Fund has not invested more
than 5% of the value of the Funds total assets in securities of an issuer and as to
which the Fund does not hold more than 10% of the outstanding voting securities of the
issuer); and (2) no more than 25% of the value of the Funds total assets may be invested
in the securities of any one issuer (other than U.S. Government securities and securities
of other regulated investment companies) or of two or more issuers which the Fund
controls and which are engaged in the same or similar trades or businesses, or,
collectively, in the securities of QPTPs.
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In some circumstances, the character and timing of income realized by the Fund for purposes of
the Income Requirement or the identification of the issuer for purposes of the Asset
Diversification Test is uncertain under current law with respect to a particular investment, and an
adverse determination or future guidance by IRS with respect to such type of investment may
adversely affect the Funds ability to satisfy these requirements. See Tax Treatment of Portfolio
Transactions with respect to the application of these requirements to certain types of
investments. In other circumstances, the Fund may be required to sell portfolio holdings in order
to meet the Income Requirement, Distribution Requirement, or Asset Diversification
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Test, which may
have a negative impact on the Funds income and performance. In lieu of potential disqualification,
the Fund is permitted to pay a tax for certain failures to satisfy the Asset Diversification Test
or Income Requirement, which, in general, are limited to those due to reasonable cause and not
willful neglect, for taxable years of the Fund with respect to which the extended due date of the
return is after December 22, 2010.
The Fund may use equalization accounting (in lieu of making some cash distributions) in
determining the portion of its income and gains that has been distributed. If the Fund uses
equalization accounting, it will allocate a portion of its undistributed investment company taxable
income and net capital gain to redemptions of Fund shares and will correspondingly reduce the
amount of such income and gains that it distributes in cash. However, the Fund intends to make cash
distributions for each taxable year in an aggregate amount that is sufficient to satisfy the
Distribution
Requirement without taking into account its use of equalization accounting. If the IRS determines
that the Funds allocation is improper and that the Fund has under-distributed its income and gain
for any taxable year, the Fund may be liable for federal income and/or excise tax.
If for any taxable year the Fund does not qualify as a regulated investment company, all of
its taxable income (including its net capital gain) would be subject to tax at regular corporate
rates without any deduction for dividends paid to shareholders, and the dividends would be taxable
to the shareholders as ordinary income (or possibly as qualified dividend income) to the extent of
the Funds current and accumulated earnings and profits. Failure to qualify as a regulated
investment company thus would have a negative impact on the Funds income and performance. Subject
to savings provisions for certain inadvertent failures to satisfy the Income Requirement or Asset
Diversification Test which, in general, are limited to those due to reasonable cause and not
willful neglect, it is possible that the Fund will not qualify as a regulated investment company in
any given tax year. Even if such savings provisions apply, the Fund may be subject to a monetary
sanction of $50,000 or more. Moreover, the Board reserves the right not to maintain the
qualification of the Fund as a regulated investment company if it determines such a course of
action to be beneficial to shareholders.
Portfolio turnover.
For investors that hold their Fund shares in a taxable account, a high
portfolio turnover rate (except in a money market fund that maintains a stable net asset value) may
result in higher taxes. This is because a Fund with a high turnover rate may accelerate the
recognition of capital gains and more of such gains are likely to be taxable as short-term rather
than long-term capital gains in contrast to a comparable fund with a low turnover rate. Any such
higher taxes would reduce the Funds after-tax performance. See Taxation of Fund Distributions
Capital gain dividends below. For non-U.S. investors, any such acceleration of the recognition of
capital gains that results in more short-term and less long-term capital gains being recognized by
the Fund may cause such investors to be subject to increased U.S. withholding taxes. See Foreign
Shareholder U.S. withholding tax at the source below.
Capital loss carryovers
. The capital losses of the Fund, if any, do not flow through to
shareholders. Rather, the Fund may use its capital losses, subject to applicable limitations, to
offset its capital gains without being required to pay taxes on or distribute to shareholders such
gains that are offset by the losses. Under the Regulated Investment Company Modernization Act of
2010 (RIC Mod Act), if the Fund has a net capital loss (that is, capital losses in excess of
capital gains) for a taxable year beginning after December 22, 2010, the excess (if any) of the
Funds net short-term capital losses over its net long-term capital gains is treated as a
short-term capital loss arising on the first day of the Funds next taxable year, and the excess
(if any) of the Funds net long-term capital losses over its net short-term capital gains is
treated as a long-term capital loss arising on the first day of the Funds next taxable year. Any
such net capital losses of the Fund that are not used to offset capital gains may be carried
forward indefinitely to reduce any future capital gains realized by the Fund in succeeding taxable
years. However, for any net capital losses realized in taxable years of the Fund beginning on or
before December 22, 2010, the Fund is permitted to carry forward such capital losses for eight
years as a short-term capital loss. Under a transition rule, capital losses arising in a taxable
year beginning after December 22, 2010 must be used before capital losses realized in a prior
taxable year. The amount of capital losses that can be carried forward and used in any single year
is subject to an annual limitation if there is a more than 50% change in ownership of the Fund.
An ownership change generally results when shareholders owning 5% or more of the Fund increase
their aggregate holdings by more than 50% over a three-year look-back period. An ownership change
could result in capital loss carryovers being used at a slower rate (or, in the case of those
realized in taxable years of the Fund beginning on or before December 22, 2010, to expire), thereby
reducing the Funds ability to offset capital gains with those losses.
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An increase in the amount of
taxable gains distributed to the Funds shareholders could result from an ownership change. The
Fund undertakes no obligation to avoid or prevent an ownership change, which can occur in the
normal course of shareholder purchases and redemptions or as a result of engaging in a tax-free
reorganization with another fund. Moreover, because of circumstances beyond the Funds control,
there can be no assurance that the Fund will not experience, or has not already experienced, an
ownership change.
Deferral of late year losses
. The Fund may elect to treat part or all of any qualified late
year loss as if it had been incurred in the succeeding taxable year in determining the Funds
taxable income, net capital gain, net short-term capital gain, and earnings and profits. The effect
of this election is to treat any such qualified late year loss as if it had been incurred in the
succeeding taxable year, which may change the timing, amount, or characterization of Fund
distributions (see, Taxation of Fund Distributions Distributions of capital gains below). A
qualified late year loss includes:
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(i)
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any net capital loss, net long-term capital loss, or net short-term capital loss
incurred after October 31 of the current taxable year (post-October losses), and
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(ii)
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the excess, if any, of (1) the sum of (a) specified losses incurred after October 31
of the current taxable year, and (b) other ordinary losses incurred after December 31 of
the current taxable year, over (2) the sum of (a) specified gains incurred after October
31 of the current taxable year, and (b) other ordinary gains incurred after December 31
of the current taxable year.
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The terms specified losses and specified gains mean ordinary losses and gains from the
sale, exchange, or other disposition of property (including the termination of a position with
respect to such property), foreign currency losses and gains, and losses and gains resulting from
holding stock in a passive foreign investment company (PFIC) for which a mark-to-market election is
in effect. The terms ordinary losses and ordinary gains mean other ordinary losses and gains
that are not described in the preceding sentence. Special rules apply to a Fund with a fiscal year
ending in November or December that elects to use its taxable year for determining its capital gain
net income for excise tax purposes.
Undistributed capital gains
. The Fund may retain or distribute to shareholders its net capital
gain for each taxable year. The Fund currently intends to distribute net capital gains. If the Fund
elects to retain its net capital gain, the Fund will be taxed thereon (except to the extent of any
available capital loss carryovers) at the highest corporate tax rate (currently 35%). If the Fund
elects to retain its net capital gain, it is expected that the Fund also will elect to have
shareholders treated as if each received a distribution of its pro rata share of such gain, with
the result that each shareholder will be required to report its pro rata share of such gain on its
tax return as long-term capital gain, will receive a refundable tax credit for its pro rata share
of tax paid by the Fund on the gain and will increase the tax basis for its shares by an amount
equal to the deemed distribution less the tax credit.
Asset allocation funds
. If the Fund is a fund of funds, asset allocation fund, or a feeder
fund in a master feeder structure (collectively referred to as a fund of funds which invests in
one or more underlying funds taxable as regulated investment companies) distributions by the
underlying funds, redemptions of shares in the underlying funds and changes in asset allocations
may result in taxable distributions to shareholders of ordinary income or capital gains. A fund of
funds (other than a feeder fund in a master feeder structure) generally will not be able currently
to offset gains realized by one underlying fund in which the fund of funds invests against losses
realized by another underlying fund. If shares of an underlying fund are purchased within 30 days
before or after redeeming at a loss other shares of that underlying fund (whether pursuant to a
rebalancing of the Funds portfolio or otherwise), all or a part of the loss will not be deductible
by the Fund and instead will increase its basis for the newly purchased shares. Also, except with
respect to a qualified fund of funds, a fund of funds (a) is not eligible to pass-through to
shareholders foreign tax credits from an underlying fund that pays foreign income taxes and (b) is
not eligible to pass-through to shareholders exempt-interest dividends from an underlying fund. A
qualified fund of funds i.e. a Fund at least 50 percent of
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the value of the total assets of which
(at the close of each quarter of the taxable year) is represented by interests in other RICs, (a)
is eligible to pass-through to shareholders (a) foreign tax credits and (b) exempt-interest
dividends. Also a fund of funds, whether or not it is a qualified fund of funds, is eligible to
pass-through to shareholders qualified dividends earned by an underlying fund (see, Taxation of
Fund Distributions Qualified dividend income for individuals and Corporate dividends
received deduction below). However, dividends paid to shareholders by a fund of funds from
interest earned by an underlying fund on U.S. Government obligations are unlikely to be exempt from
state and local income tax.
Federal excise tax
. To avoid a 4% non-deductible excise tax, the Fund must distribute by
December 31 of each year an amount equal to: (1) 98% of its ordinary income for the calendar year,
(2) 98.2% of capital gain net income (the excess of the gains from sales or exchanges of capital
assets over the losses from such sales or exchanges) for the one-year period ended on October 31 of
such calendar year (or, at the election of a regulated investment company having a taxable year
ending November 30 or December 31, for its taxable year), and (3) any prior year undistributed
ordinary income and capital gain net income. Under the RIC Mod Act, the Fund may elect to defer to
the following year any net ordinary loss incurred for the portion of the calendar year which is
after the beginning of the Funds taxable year. Also, the Fund will defer any specified gain or
specified loss which would be properly taken into account for the portion of the calendar after
October 31. Any net ordinary loss, specified gain, or specified loss deferred shall be treated as
arising on January 1 of the following calendar year. Generally, the Fund may make sufficient
distributions to avoid liability for federal income and excise tax, but can give no assurances that
all or a portion of such liability will be avoided. In addition, under certain circumstances
temporary timing or permanent differences in the realization of income and expense for book and tax
purposes can result in the Fund having to pay an excise tax.
Foreign income tax
. Investment income received by the Fund from sources within foreign
countries may be subject to foreign income tax withheld at the source, and the amount of tax
withheld generally will be treated as an expense of the Fund. The United States has entered into
tax treaties with many foreign countries that entitle the Fund to a reduced rate of, or exemption
from, tax on such income. Some countries require the filing of a tax reclaim to receive the benefit
of the reduced tax rate; whether or when the Fund will receive the tax reclaim is within the
control of the individual country. Other countries may subject capital gains realized by the Fund
on sale or disposition of securities of that country to taxation. It is impossible to determine the
effective rate of foreign tax in advance since the amount of the Funds assets to be invested in
various countries is not known. Under certain circumstances, the Fund may elect to pass-through
foreign tax credits to shareholders, although it reserves the right not to do so.
Taxation of Fund Distributions.
The Fund intends to qualify each year to pay exempt-interest
dividends by satisfying the requirement that at the close of each quarter of the Funds taxable
year at least 50% of the Funds total assets consists of Municipal Securities, which are exempt
from federal income tax.
Exempt-interest dividends
. Distributions from the Fund will constitute exempt-interest
dividends to the extent of the Funds tax-exempt interest income (net of allocable expenses and
amortized bond premium). Exempt-interest dividends distributed to shareholders of the Fund are
excluded from gross income for federal income tax purposes. However, shareholders required to file
a federal income tax return will be required to report the receipt of exempt-interest dividends on
their returns. Moreover, while exempt-interest dividends are excluded from gross income for federal
income tax purposes, they may be subject to alternative minimum tax (AMT) in certain circumstances
and may have other collateral tax consequences as discussed below.
Any gain or loss from the sale or other disposition of a tax-exempt security generally is
treated as either long-term or short-term capital gain or loss, depending upon its holding period,
and is fully taxable as described in Taxation of Fund Distributions Capital gain dividends.
However, gain recognized from the sale or other disposition of a Municipal Security purchased after
April 30, 1993, will be treated as ordinary income to the extent of the accrued market discount on
such security. See Taxation of Fund Distributions Distributions of ordinary income.
Alternative minimum tax private activity bonds. AMT is imposed in addition to, but only to
the extent it exceeds, the regular tax and is computed at a maximum rate of 28% for non-corporate
taxpayers and 20% for corporate taxpayers on the excess of the taxpayers alternative minimum
taxable income (AMTI) over an exemption amount. Exempt-interest dividends derived from certain
private activity Municipal Securities
72
issued after August 7, 1986, generally will constitute an
item of tax preference includable in AMTI for both corporate and non-corporate taxpayers. However,
tax-exempt interest on private activity bonds issued in 2009 and 2010 is not an item of tax
preference for purposes of the AMT. In addition, exempt-interest dividends derived from all
Municipal Securities regardless of the date of issue must be included in adjusted current earnings
that are used in computing an additional corporate preference item includable in AMTI. Certain
small corporations are wholly exempt from the AMT. Consistent with its stated investment objective,
the Fund intends to limit its investments in private activity bonds subject to the AMT to no more
than 20% of its total assets in any given year.
Effect on taxation of social security benefits; denial of interest deduction; substantial
users
. Exempt-interest dividends must be taken into account in computing the portion, if any, of
social security or railroad retirement benefits that must be included in an individual
shareholders gross income subject to federal income tax. Further, a shareholder of the Fund is
denied a deduction for interest on indebtedness incurred or continued to purchase or carry shares
of the Fund. Moreover, a shareholder who is (or is related to) a substantial user of a facility
financed by industrial development bonds held by the Fund will likely be subject to tax on
dividends paid by the Fund that are derived from interest on such bonds. Receipt of exempt-interest
dividends may result in other collateral federal income tax consequences to certain taxpayers,
including financial institutions, property and casualty insurance companies and foreign
corporations engaged in a trade or business in the United States.
Exemption from state tax
. To the extent that exempt-interest dividends are derived from
interest on obligations of a state or its political subdivisions or from interest on qualifying
U.S. territorial obligations (including qualifying obligations of Puerto Rico, the U.S. Virgin
Islands, and Guam), they also may be exempt from that states personal income taxes. Most states,
however, do not grant tax-free treatment to interest on state and municipal securities of other
states.
Failure of a Municipal Security to qualify to pay exempt-interest
. Failure of the issuer of a
tax-exempt security to comply with certain legal or contractual requirements relating to a
Municipal Security could cause interest on the Municipal Security, as well as Fund distributions
derived from this interest, to become taxable, perhaps retroactively to the date the Municipal
Security was issued. In such a case, the Fund may be required to report to the IRS and send to
shareholders amended Forms 1099 for a prior taxable year in order to report additional taxable
income. This in turn could require shareholders to file amended federal and state income tax
returns for such prior year to report and pay tax and interest on their pro rata share of the
additional amount of taxable income.
Distributions of ordinary income
. The Fund may invest a portion of its assets in securities
that pay taxable interest. The Fund also may distribute to you any market discount and net
short-term capital gains from the sale of its portfolio securities. If you are a taxable investor,
Fund distributions from this income are taxable to you as ordinary income to the extent of the
Funds earnings and profits. None of the dividends paid by the Fund will qualify for the dividends
received deduction in the case of corporate shareholders or as qualified dividend income subject to
reduced rates of taxation in the case of noncorporate shareholders. Provided the Fund otherwise
satisfies the Distribution Requirement, the Fund reserves the right to retain, and not distribute
to shareholders, income and gains taxable as ordinary income, in which case the Fund would be
subject to tax at regular corporate rates.
Capital gain dividends
. Taxes on distributions of capital gains are determined by how long the
Fund owned the investments that generated them, rather than how long a shareholder has owned his or
her shares. In general, the Fund will recognize long-term capital gain or loss on the sale or other
disposition of assets it has owned for more than one year, and short-term capital gain or loss on
investments it has owned for one year or less. Distributions of net capital gain (the excess of net
long-term capital gain over net short-term capital loss) that are properly reported by the Fund to
shareholders as capital gain dividends generally will be taxable to a shareholder receiving such
distributions as long-term capital gain. Long-term capital gain rates applicable to individuals are
taxed at the maximum rate of 15% or 25% (through 2012) depending on the nature of the capital gain.
Distributions of net short-term capital gains for a taxable year in excess of net long-term capital
losses for such taxable year generally will be taxable to a shareholder receiving such
distributions as ordinary income.
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Return of capital distributions
. Distributions by the Fund that are not paid from earnings and
profits will be treated as a return of capital to the extent of (and in reduction of) the
shareholders tax basis in his shares; any excess will be treated as gain from the sale of his
shares. Thus, the portion of a distribution that constitutes a return of capital will decrease the
shareholders tax basis in his Fund shares (but not below zero), and will result in an increase in
the amount of gain (or decrease in the amount of loss) that will be recognized by the shareholder
for tax purposes on the later sale of such Fund shares. Return of capital distributions can occur
for a number of reasons including, among others, the Fund over-estimates the income to be received
from certain investments such as those classified as partnerships or equity REITs. See Tax
Treatment of Portfolio Transactions Investments in U.S. REITs.
Impact of net unrealized appreciation of portfolio securities
. At the time of your purchase of
shares (except in a money market fund that maintains a stable net asset value), the Funds net
asset value may reflect net unrealized appreciation of portfolio securities held by the Fund. A
subsequent distribution to you of such amounts, although constituting a return of your investment,
would be taxable and would be taxed as either ordinary income or capital gain unless you are
investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement
account. The Fund may be able to reduce the amount of such distributions by utilizing its capital
loss carryovers, if any.
Tax credit bonds
. If the Fund holds, directly or indirectly, one or more tax credit bonds
(including build America bonds, clean renewable energy bonds and qualified tax credit bonds) on one
or more applicable dates during a taxable year, the Fund may elect to permit its shareholders to
claim a tax credit on their income tax returns equal to each shareholders proportionate share of
tax credits from the applicable bonds that otherwise would be allowed to the Fund. In such a case,
shareholders must include in gross income (as interest) their proportionate share of the income
attributable to their proportionate share of those offsetting tax credits. A shareholders ability
to claim a tax credit associated with one or more tax credit bonds may be subject to certain
limitations imposed by the Code. Even if the Fund is eligible to pass through tax credits to
shareholders, the Fund may choose not to do so.
U.S. Government interest
. Income earned on certain U.S. Government obligations is exempt from
state and local personal income taxes if earned directly by you. States also grant tax-free status
to dividends paid to you from interest earned on direct obligations of the U.S. Government, subject
in some states to minimum investment or reporting
requirements that must be met by the Fund. Income on investments by the Fund in certain other
obligations, such as repurchase agreements collateralized by U.S. Government obligations,
commercial paper and federal agency-backed obligations (e.g., GNMA or FNMA) obligations), generally
does not qualify for tax-free treatment. The rules on exclusion of this income are different for
corporations. If the Fund is a fund of funds, see Taxation of the Fund Asset allocation funds.
Dividends declared in December and paid in January
. Ordinarily, shareholders are required to
take distributions by the Fund into account in the year in which the distributions are made.
However, dividends declared in October, November or December of any year and payable to
shareholders of record on a specified date in such a month will be deemed to have been received by
the shareholders (and made by the Fund) on December 31 of such calendar year if such dividends are
actually paid in January of the following year. Shareholders will be advised annually as to the
U.S. federal income tax consequences of distributions made (or deemed made) during the year in
accordance with the guidance that has been provided by the IRS.
Medicare tax
. The recently enacted Patient Protection and Affordable Care Act of 2010, as
amended by the Health Care and Education Affordability Reconciliation Act of 2010, will impose a
3.8% Medicare tax on net investment income earned by certain individuals, estates and trusts for
taxable years beginning after December 31, 2012. Net investment income, for these purposes, means
investment income, including ordinary dividends and capital gain distributions received from the
Fund and net gains from redemptions or other taxable dispositions of Fund shares, reduced by the
deductions properly allocable to such income. In the case of an individual, the tax will be imposed
on the lesser of (1) the shareholders net investment income or (2) the amount by which the
shareholders modified adjusted gross income exceeds $250,000 (if the shareholder is married and
filing jointly or a surviving spouse), $125,000 (if the shareholder is married and filing
separately) or $200,000 (in any other case). Net investment income does not include exempt-interest
dividends.
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Distributions paid by the Invesco Van Kampen New York Tax Free Income Fund.
Shareholders of
the Fund may exclude any exempt interest dividends paid to you by the Fund from your taxable income
for purposes of the New York state personal income taxes and the New York City personal income tax,
if the dividends are excluded from your gross income for federal income tax purposes and if the
dividends are attributable to interest on:
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obligations of the State of New York or its political subdivisions; or
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qualifying obligations of U.S. territories and possessions.
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Dividends from (or the value of) the Fund, including exempt interest dividends, may be taken
into account in determining the New York State and New York City income and franchise taxes on
business corporations, banking corporations and insurance companies when paid to (or held by)
shareholders subject to such taxes.
Sale or Redemption of Fund Shares.
A shareholder will recognize gain or loss on the sale or
redemption of shares of the Fund in an amount equal to the difference between the proceeds of the
sale or redemption and the shareholders adjusted tax basis in the shares. If you owned your shares
as a capital asset, any gain or loss that you realize will be considered capital gain or loss and
will be long-term capital gain or loss if the shares were held for longer than one year. Capital
losses in any year are deductible only to the extent of capital gains plus, in the case of a
noncorporate taxpayer, $3,000 of ordinary income.
Tax basis information
. The Fund is required to report to you and the IRS annually on Form
1099-B the cost basis of shares purchased or acquired on or after January 1, 2012 where the cost
basis of the shares is known by the Fund (referred to as covered shares) and which are disposed
of after that date. However, cost basis reporting is not required for certain shareholders,
including shareholders investing in the Fund through a tax-advantaged retirement account, such as a
401(k) plan or an individual retirement account, or shareholders investing in a money market fund
that maintains a stable net asset value. When required to report cost basis, the Fund will
calculate it using the Funds default method of average cost, unless you instruct the Fund in
writing to use a different calculation method. In general, average cost is the total cost basis of
all your shares in an account divided by the total number of shares in the account. To determine
whether short-term or long-term capital gains taxes apply, the IRS presumes you redeem your oldest
shares first.
The IRS permits the use of several methods to determine the cost basis of mutual fund shares.
The method used will determine which specific shares are deemed to be sold when there are multiple
purchases on different dates at differing share prices, and the entire position is not sold at one
time. The Fund does not recommend any particular method of determining cost basis, and the use of
other methods may result in more favorable tax consequences for some shareholders. It is important
that you consult with your tax advisor to determine which method is best for you and then notify
the Fund in writing if you intend to utilize a method other than average cost for covered shares.
In addition to the Funds default method of average cost, other cost basis methods offered by
Invesco, which you may elect to apply to covered shares, include:
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First-In First-Out shares acquired
first in the account are the first shares depleted.
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Last-In First-Out shares acquired
last in the account are the first shares depleted.
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High Cost shares acquired with the
highest cost per share are the first shares depleted.
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Low Cost shares acquired with the
lowest cost per share are the first shares depleted.
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Loss/Gain Utilization depletes shares with losses before gains, consistent with the objective of minimizing taxes. For shares
that yield a loss, shares owned one year or less (short-term) will be depleted ahead of shares owned more than one year (long-term). For gains, long-term shares will be depleted
ahead of short-term gains.
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Specific Lot Identification
shareholder selects which lots to deplete at time of each disposition. Transaction amount
must be in shares. If insufficient shares are identified at the time of disposition, then
a secondary default method of first-in first-out will be applied.
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You may elect any of the available methods detailed above for your covered shares. If you do
not notify the Fund of your elected cost basis method the default method of average cost will be
applied to your covered shares upon redemption. The cost basis for covered shares will be
calculated separately from any noncovered shares (defined below) you may own. You may change or
revoke the use of the average cost method and revert to another cost basis method if you notify the
Fund by the date of the first sale, exchange, or other disposition of your covered shares. In
addition, you may change to another cost basis method at any time by notifying the Fund, but only
for shares acquired after the date of the change (the change is prospective). The basis of the
shares that were averaged before the change will remain averaged after the date of the change.
The Fund may also provide Fund shareholders (but not the IRS) with information concerning the
average cost basis of their shares purchased prior to January 1, 2012 (noncovered shares) in
order to assist you with the calculation of gain or loss from a sale or redemption of noncovered
shares. With the exception of the specific lot identification method, Invesco first depletes
noncovered shares in first in, first out order before applying your elected method to your
remaining covered shares. If you want to deplete your shares in a different order then you must
elect specific lot identification and choose the lots you wish to deplete first. Shareholders that
use the average cost method for noncovered shares must make the election to use the average cost
method for these shares on their federal income tax returns in accordance with Treasury
regulations. This election for noncovered shares cannot be made by notifying the Fund.
The Fund will compute and report the cost basis of your Fund shares sold or exchanged by
taking into account all of the applicable adjustments to cost basis and holding periods as required
by the Code and Treasury regulations for purposes of reporting these amounts to you and, in the
case of covered shares, to the IRS. However, the Fund is not required to, and in many cases the
Fund does not possess the information to, take all possible basis, holding period or other
adjustments into account in reporting cost basis information to you. Therefore, shareholders should
carefully review the cost basis information provided by the Fund, whether this information is
provided pursuant to compliance with cost basis reporting requirements for shares acquired on or
after January 1, 2012, or is provided by the Fund as a service to shareholders for shares acquired
prior to that date, and make any additional basis, holding period or other adjustments that are
required by the Code and Treasury regulations when reporting these amounts on their federal income
tax returns. Shareholders remain solely responsible for complying with all federal income tax laws
when filing their federal income tax returns.
If you hold your Fund shares through a broker (or other nominee), please contact that broker
(nominee) with respect to the reporting of cost basis and available elections for your account. For
more information about the cost basis methods
offered by Invesco, please refer to the Tax Center located under the Accounts & Services menu of
our website at
www.Invesco.com/us
.
Wash sale rule
. All or a portion of any loss so recognized may be deferred under the wash sale
rules if the shareholder purchases other shares of the Fund within 30 days before or after the sale
or redemption.
Sales at a loss within six months of purchase
. Any capital loss arising from the sale or
redemption of shares held for six months or less will be treated as a long-term capital loss to the
extent of the amount of capital gain dividends received on such shares.
Deferral of basis any class that bears a front-end sales load
. If a shareholder (a) incurs
a sales load in acquiring shares of the Fund, (b) disposes of such shares less than 91 days after
they are acquired, and (c) subsequently acquires shares of the Fund or another Fund by January 31
of the calendar year following the calendar year in which the disposition of the original shares
occurred at a reduced sales load pursuant to a right to reinvest at such reduced sales load
acquired in connection with the acquisition of the shares disposed of, then the sales load on the
shares disposed of (to the extent of the reduction in the sales load on the shares subsequently
acquired) shall not be taken into account in determining gain or loss on the shares disposed of,
but shall be treated as incurred on the acquisition of the shares subsequently acquired.
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The wash
sale rules may also limit the amount of loss that may be taken into account on disposition after
such adjustment.
Conversion of shares into shares of the same Fund
. The conversion of shares of one class into
another class of the same Fund is not taxable for federal income tax purposes. Thus, the automatic
conversion of Class B shares into Class A shares of the same Fund at the end of approximately eight
years after purchase will be tax-free for federal income tax purposes.
Tax shelter reporting.
Under Treasury regulations, if a shareholder recognizes a loss with
respect to the Funds shares of $2 million or more for an individual shareholder or $10 million or
more for a corporate shareholder, the shareholder must file with the IRS a disclosure statement on
Form 8886.
Tax Treatment of Portfolio Transactions
. Set forth below is a general description of the tax
treatment of certain types of securities, investment techniques and transactions that may apply to
a fund. This section should be read in conjunction with the discussion under Description of the
Funds and their Investments and Risks Investment Strategies and Risks for a detailed description
of the various types of securities and investment techniques that apply to the Fund.
In general
. In general, gain or loss recognized by a fund on the sale or other disposition of
portfolio investments will be a capital gain or loss. Such capital gain and loss may be long-term
or short-term depending, in general, upon the length of time a particular investment position is
maintained and, in some cases, upon the nature of the transaction. Property held for more than one
year generally will be eligible for long-term capital gain or loss treatment. The application of
certain rules described below may serve to alter the manner in which the holding period for a
security is determined or may otherwise affect the characterization as long-term or short-term, and
also the timing of the realization and/or character, of certain gains or losses.
Certain fixed-income investments
. Gain recognized on the disposition of a debt obligation
purchased by a fund at a market discount (generally, at a price less than its principal amount)
will be treated as ordinary income to the extent of the portion of the market discount that accrued
during the period of time the fund held the debt obligation unless the fund made a current
inclusion election to accrue market discount into income as it accrues. If a fund purchases a debt
obligation (such as a zero coupon security or pay-in-kind security) that was originally issued at a
discount, the fund generally is required to include in gross income each year the portion of the
original issue discount that accrues during such year
.
Therefore, a funds investment in such
securities may cause the fund to recognize income and make distributions to shareholders before it
receives any cash payments on the securities. To generate cash to satisfy those distribution
requirements, a fund may have to sell portfolio securities that it otherwise might have continued
to hold or to use cash flows from other sources such as the sale of fund shares.
Investments in debt obligations that are at risk of or in default present tax issues for a
fund
. Tax rules are not entirely clear about issues such as whether and to what extent a fund
should recognize market discount on a debt obligation,
when a fund may cease to accrue interest, original issue discount or market discount, when and to
what extent a fund may take deductions for bad debts or worthless securities and how a fund should
allocate payments received on obligations in default between principal and income. These and other
related issues will be addressed by a fund in order to ensure that it distributes sufficient income
to preserve its status as a regulated investment company.
Options, futures, forward contracts, swap agreements and hedging transactions
. In general,
option premiums received by a fund are not immediately included in the income of the fund. Instead,
the premiums are recognized when the option contract expires, the option is exercised by the
holder, or the fund transfers or otherwise terminates the option (e.g., through a closing
transaction). If an option written by a fund is exercised and the fund sells or delivers the
underlying stock, the fund generally will recognize capital gain or loss equal to (a) sum of the
strike price and the option premium received by the fund minus (b) the funds basis in the stock.
Such gain or loss generally will be short-term or long-term depending upon the holding period of
the underlying stock. If securities are purchased by a fund pursuant to the exercise of a put
option written by it, the fund generally will subtract the premium received from its cost basis in
the securities purchased. The gain or loss with respect to any termination of a funds obligation
under an option other than through the exercise of the option and related sale or delivery of the
underlying stock generally will be short-term gain or loss
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depending on whether the
premium income received by the fund is greater or less than the amount paid by the fund (if any) in
terminating the transaction. Thus, for example, if an option written by a fund expires unexercised,
the fund generally will recognize short-term gain equal to the premium received.
The tax treatment of certain futures contracts entered into by a fund as well as listed
non-equity options written or purchased by the fund on U.S. exchanges (including options on futures
contracts, broad-based equity indices and debt securities) may be governed by section 1256 of the
Code (section 1256 contracts). Gains or losses on section 1256 contracts generally are considered
60% long-term and 40% short-term capital gains or losses (60/40), although certain foreign currency
gains and losses from such contracts may be treated as ordinary in character. Also, any section
1256 contracts held by a fund at the end of each taxable year (and, for purposes of the 4% excise
tax, on certain other dates as prescribed under the Code) are marked-to-market with the result
that unrealized gains or losses are treated as though they were realized and the resulting gain or
loss is treated as ordinary or 60/40 gain or loss, as applicable. Section 1256 contracts do not
include any interest rate swap, currency swap, basis swap, interest rate cap, interest rate floor,
commodity swap, equity swap, equity index swap, credit default swap, or similar agreement.
In addition to the special rules described above in respect of options and futures
transactions, a funds transactions in other derivative instruments (including options, forward
contracts and swap agreements) as well as its other hedging, short sale, or similar transactions,
may be subject to one or more special tax rules (including the constructive sale, notional
principal contract, straddle, wash sale and short sale rules). These rules may affect whether gains
and losses recognized by a fund are treated as ordinary or capital or as short-term or long-term,
accelerate the recognition of income or gains to the fund, defer losses to the fund, and cause
adjustments in the holding periods of the funds securities. These rules, therefore, could affect
the amount, timing and/or character of distributions to shareholders. Moreover, because the tax
rules applicable to derivative financial instruments are in some cases uncertain under current law,
an adverse determination or future guidance by the IRS with respect to these rules (which
determination or guidance could be retroactive) may affect whether a fund has made sufficient
distributions and otherwise satisfied the relevant requirements to maintain its qualification as a
regulated investment company and avoid a fund-level tax.
Certain of a funds investments in derivatives and foreign currency-denominated instruments,
and the funds transactions in foreign currencies and hedging activities, may produce a difference
between its book income and its taxable income. If a funds book income is less than the sum of its
taxable income and net tax-exempt income (if any), the fund could be required to make distributions
exceeding book income to qualify as a regulated investment company. If a funds book income exceeds
the sum of its taxable income and net tax-exempt income (if any), the distribution of any such
excess will be treated as (i) a dividend to the extent of the funds remaining earnings and profits
(including current earnings and profits arising from tax-exempt income, reduced by related
deductions), (ii) thereafter, as a return of capital to the extent of the recipients basis in the
shares, and (iii) thereafter, as gain from the sale or exchange of a capital asset.
Foreign currency transactions
. A funds transactions in foreign currencies, foreign
currency-denominated debt obligations and certain foreign currency options, futures contracts and
forward contracts (and similar instruments) may give rise to ordinary income or loss to the extent
such income or loss results from fluctuations in the value of the foreign currency concerned. This
treatment could increase or decrease a funds ordinary income distributions to you, and may cause
some
or all of the funds previously distributed income to be classified as a return of capital. In
certain cases, a fund may make an election to treat such gain or loss as capital.
PFIC investments
. A fund may invest in securities of foreign companies that may be classified
under the Code as PFICs. In general, a foreign company is classified as a PFIC if at least one-half
of its assets constitute investment-type assets or 75% or more of its gross income is
investment-type income. When investing in PFIC securities, a fund intends to mark-to-market these
securities under certain provisions of the Code and recognize any unrealized gains as ordinary
income at the end of the funds fiscal and excise tax years. Deductions for losses are allowable
only to the extent of any current or
previously recognized gains. These gains (reduced by allowable losses) are treated as ordinary
income that a fund is required to distribute, even though it has not sold or received dividends
from these securities. You should also be aware that the designation of a foreign security as a
PFIC security will cause its income dividends to fall outside of the definition of qualified
foreign corporation dividends. These dividends generally will not qualify for the
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reduced rate of
taxation on qualified dividends when distributed to you by a fund. Foreign companies are not
required to identify themselves as PFICs. Due to various complexities in identifying PFICs, a fund
can give no assurances that it will be able to identify portfolio securities in foreign
corporations that are PFICs in time for the fund to make a mark-to-market election. If a fund is
unable to identify an investment as a PFIC and thus does not make a mark-to-market election, the
fund may be subject to U.S. federal income tax on a portion of any excess distribution or gain
from the disposition of such shares even if such income is distributed as a taxable dividend by the
fund to its shareholders. Additional charges in the nature of interest may be imposed on a fund in
respect of deferred taxes arising from such distributions or gains.
Investments in non-U.S. REITs
. While non-U.S. REITs often use complex acquisition structures
that seek to minimize taxation in the source country, an investment by a fund in a non-U.S. REIT
may subject the fund, directly or indirectly, to corporate taxes, withholding taxes, transfer taxes
and other indirect taxes in the country in which the real estate acquired by the non-U.S. REIT is
located. The funds pro rata share of any such taxes will reduce the funds return on its
investment. A funds investment in a non-U.S. REIT may be considered an investment in a PFIC, as
discussed above in Tax Treatment of Portfolio Transactions- PFIC investments. Additionally,
foreign withholding taxes on distributions from the non-U.S. REIT may be reduced or eliminated
under certain tax treaties, as discussed above in Taxation of the Fund Foreign income tax.
Also, the fund in certain limited circumstances may be required to file an income tax return in the
source country and pay tax on any gain realized from its investment in the non-U.S. REIT under
rules similar to those in the United States which tax foreign persons on gain realized from
dispositions of interests in U.S. real estate
.
Investments in U.S. REITs.
A U.S. REIT is not subject to federal income tax on the income and
gains it distributes to shareholders. Dividends paid by a U.S. REIT, other than capital gain
distributions, will be taxable as ordinary income up to the amount of the U.S. REITs current and
accumulated earnings and profits. Capital gain dividends paid by a U.S. REIT to the fund will be
treated as long term capital gains by the fund and, in turn, may be distributed by the fund to its
shareholders as a capital gain distribution. Because of certain noncash expenses, such as property
depreciation, an equity U.S. REITs cash flow may exceed its taxable income. The equity U.S. REIT,
and in turn a fund, may distribute this excess cash to shareholders in the form of a return of
capital distribution. However, if a U.S. REIT is operated in a manner that fails to qualify as a
REIT, an investment in the U.S. REIT would become subject to double taxation, meaning the taxable
income of the U.S. REIT would be subject to federal income tax at regular corporate rates without
any deduction for dividends paid to shareholders and the dividends would be taxable to shareholders
as ordinary income (or possibly as qualified dividend income) to the extent of the U.S. REITs
current and accumulated earnings and profits. Also, see Tax Treatment of Portfolio Transactions
Investment in taxable mortgage pools (excess inclusion income) and Foreign Shareholders U.S.
withholding tax at the source with respect to certain other tax aspects of investing in U.S.
REITs.
Investment in taxable mortgage pools (excess inclusion income).
Under a Notice issued by the
IRS, the Code and Treasury regulations to be issued, a portion of a funds income from a U.S. REIT
that is attributable to the REITs residual interest in a real estate mortgage investment conduits
(REMICs) or equity interests in a taxable mortgage pool (referred to in the Code as an excess
inclusion) will be subject to federal income tax in all events. The excess inclusion income of a
regulated investment company, such as a fund, will be allocated to shareholders of the regulated
investment company in proportion to the dividends received by such shareholders, with the same
consequences as if the shareholders held the related REMIC residual interest or, if applicable,
taxable mortgage pool directly. In general, excess inclusion income allocated to shareholders (i)
cannot be offset by net operating losses (subject to a limited exception for certain thrift
institutions), (ii) will constitute unrelated business taxable income (UBTI) to entities (including
qualified pension plans, individual retirement accounts, 401(k) plans, Keogh plans or other
tax-exempt entities) subject to tax on UBTI, thereby potentially
requiring such an entity that is allocated excess inclusion income, and otherwise might not be
required to file a
tax return, to file a tax return and pay tax on such income, and (iii) in the case of a foreign
stockholder, will not qualify for any reduction in U.S. federal withholding tax. In addition, if at
any time during any taxable year a disqualified organization (which generally includes certain
cooperatives, governmental entities, and tax-exempt organizations not subject to UBTI) is a record
holder of a share in a regulated investment company, then the regulated investment company will be
subject to a tax equal to that portion of its excess inclusion income for the taxable year that is
allocable to the disqualified organization, multiplied by the highest federal income tax rate
imposed on corporations. The Notice imposes certain reporting requirements upon regulated
investment companies that have excess inclusion income. There can be no assurance that a fund will
not allocate to shareholders excess inclusion income.
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These rules are potentially applicable to a fund with respect to any income it receives from
the equity interests of certain mortgage pooling vehicles, either directly or, as is more likely,
through an investment in a U.S. REIT. It is unlikely that these rules will apply to a fund that has
a non-REIT strategy.
Investments in partnerships and QPTPs
. For purposes of the Income Requirement, income derived
by a fund from a partnership that is not a QPTP will be treated as qualifying income only to the
extent such income is attributable to items of income of the partnership that would be qualifying
income if realized directly by the fund. For purposes of testing whether the fund satisfies the
Asset Diversification Test, the fund generally is treated as owning a pro rata share of the
underlying assets of a partnership. See Taxation of the Fund Qualification as a regulated
investment company. In contrast, different rules apply to a partnership that is a QPTP. A QPTP is
a partnership (a) the interests in which are traded on an established securities market, (b) that
is treated as a partnership for federal income tax purposes, and (c) that derives less than 90% of
its income from sources that satisfy the Income Requirement (i.e., because it invests in
commodities). All of the net income derived by a fund from an interest in a QPTP will be treated as
qualifying income but the fund may not invest more than 25% of its total assets in one or more
QPTPs. However, there can be no assurance that a partnership classified as a QPTP in one year will
qualify as a QPTP in the next year. Any such failure to annually qualify as a QPTP might, in turn,
cause a fund to fail to qualify as a regulated investment company. Although, in general, the
passive loss rules of the Code do not apply to RICs, such rules do apply to a fund with respect to
items attributable to an interest in a QPTP. Fund investments in partnerships, including in QPTPs,
may result in the funds being subject to state, local or foreign income, franchise or withholding
tax liabilities.
Investments in commodities
structured notes, corporate subsidiary and certain ETFs. Gains
from the disposition of commodities, including precious metals, will neither be considered
qualifying income for purposes of satisfying the Income Requirement nor qualifying assets for
purposes of satisfying the Asset Diversification Test. See Taxation of the Fund Qualification as
a regulated investment company. Also, the IRS has issued a Revenue Ruling which holds that income
derived from commodity-linked swaps is not qualifying income for purposes of the Income
Requirement. However, in a subsequent Revenue Ruling, as well as in a number of follow-on private
letter rulings, the IRS provides that income from certain alternative investments which create
commodity exposure, such as certain commodity index-linked or structured notes or a corporate
subsidiary that invests in commodities, may be considered qualifying income under the Code.
However, as of the date of this SAI, the IRS has suspended the issuance of any further private
letter rulings pending a review of its position. Should the IRS issue guidance that adversely
affects the tax treatment of a funds use of commodity-linked notes, or a corporate subsidiary, the
fund may no longer be able to utilize commodity index-linked notes or a corporate subsidiary to
gain commodity exposure. In addition, a fund may gain exposure to commodities through investment in
QPTPs such as an exchange traded fund or ETF that is classified as a partnership and which invests
in commodities. Accordingly, the extent to which a fund invests in commodities or commodity-linked
derivatives may be limited by the Income Requirement and the Asset Diversification Test, which the
fund must continue to satisfy to maintain its status as a regulated investment company. A fund also
may be limited in its ability to sell its investments in commodities, commodity-linked derivatives,
and certain ETFs or be forced to sell other investments to
generate income due to the Income Requirement. In lieu of potential disqualification, a fund is
permitted to pay a tax for certain failures to satisfy the Asset Diversification Test or Income
Requirement, which, in general, are limited to those due to reasonable cause and not willful
neglect, for taxable years of a fund with respect to which the extended due date of the return is
after December 22, 2010.
Securities lending
. While securities are loaned out by a fund, the fund generally will receive
from the borrower amounts equal to any dividends or interest paid on the borrowed securities. For
federal income tax purposes, payments made in lieu of dividends are not considered dividend
income. These distributions will neither qualify for the reduced rate of taxation for individuals
on qualified dividends nor the 70% dividends received deduction for corporations. Also, any foreign
tax withheld on payments made in lieu of dividends or interest will not qualify for the
pass-through of foreign tax credits
to shareholders. Additionally, in the case of a fund with a strategy of investing in tax-exempt
securities, any payments made in lieu of tax-exempt interest will be considered taxable income to
the fund, and thus, to the investors, even though such interest may be tax-exempt when paid to the
borrower.
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Investments in convertible securities.
Convertible debt is ordinarily treated as a single
property consisting of a pure debt interest until conversion, after which the investment becomes
an equity interest. If the security is issued at a premium (i.e., for cash in excess of the face
amount payable on retirement), the creditor-holder may amortize the premium over the life of the
bond. If the security is issued for cash at a price below its face amount, the creditor-holder must
accrue original issue discount in income over the life of the debt. The creditor-holders exercise
of the conversion privilege is treated as a nontaxable event. Mandatorily convertible debt (e.g.,
an exchange traded note or ETN issued in the form of an unsecured obligation that pays a return
based on the performance of a specified market index, exchange currency, or commodity) is often,
but not always, treated as a contract to buy or sell the reference property rather than debt.
Similarly, convertible preferred stock with a mandatory conversion feature is ordinarily, but not
always, treated as equity rather than debt. Dividends received generally are qualified dividend
income and eligible for the corporate dividends received deduction. In general, conversion of
preferred stock for common stock of the same corporation is tax-free. Conversion of preferred stock
for cash is a taxable redemption. Any redemption premium for preferred stock that is redeemable by
the issuing company might be required to be amortized under original issue discount (OID)
principles.
Tax Certification and Backup Withholding.
Tax certification and backup withholding tax laws
may require that you certify your tax information when you become an investor in the Fund. For U.S.
citizens and resident aliens, this certification is made on IRS Form W-9. Under these laws, the
Fund must withhold a portion of your taxable distributions and sales proceeds unless you:
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provide your correct Social Security or taxpayer identification number,
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certify that this number is correct,
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certify that you are not subject to backup withholding, and
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certify that you are a U.S. person (including a U.S. resident alien).
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The Fund also must withhold if the IRS instructs it to do so. When withholding is required,
the amount will be 28% of any distributions or proceeds paid. This rate will expire and the backup
withholding rate will be 31% for amounts paid after December 31, 2012, unless Congress enacts tax
legislation providing otherwise. Backup withholding is not an additional tax. Any amounts withheld
may be credited against the shareholders U.S. federal income tax liability, provided the
appropriate information is furnished to the IRS. Certain payees and payments are exempt from backup
withholding and information reporting.
Non-U.S. investors have special U.S. tax certification requirements. See Foreign Shareholders
Tax certification and backup withholding.
Foreign Shareholders.
Shareholders who, as to the United States, are nonresident alien
individuals, foreign trusts or estates, foreign corporations, or foreign partnerships (foreign
shareholder),
may be subject to U.S. withholding and estate tax and are subject to special U.S. tax certification
requirements.
Taxation of a foreign shareholder depends on whether the income from the Fund is effectively
connected with a U.S. trade or business carried on by such shareholder.
U.S. withholding tax at the source
. If the income from the Fund is not effectively connected
with a U.S. trade or business carried on by a foreign shareholder, distributions to such
shareholder will be subject to U.S. withholding tax at the rate of 30% (or lower treaty rate) upon
the gross amount of the distribution, subject to certain exemptions including those for dividends
reported by the Fund to shareholders as:
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exempt-interest dividends paid by the Fund from its net interest income earned on municipal securities;
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capital gain dividends paid by the Fund from its net long-term capital gains (other than those from disposition
of a U.S. real property interest), unless you are a nonresident alien present in the
United States for a period or periods aggregating 183 days or more during the calendar
year; and
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with respect to taxable years of the Fund beginning before January 1, 2012 (unless such sunset date is
extended, possibly retroactively to January 1, 2012, or made permanent), interest-related
dividends paid by the Fund from its qualified net interest income from U.S. sources and
short-term capital gains dividends. After such sunset date, short-term capital gains are
taxable to non-U.S. investors as ordinary dividends subject to U.S. withholding tax at a
30% or lower treaty rate.
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However, the Fund does not intend to utilize the exemptions for interest-related dividends
paid and short-term capital gain dividends paid. Moreover, notwithstanding such exemptions from
U.S. withholding at the source, any dividends and distributions of income and capital gains,
including the proceeds from the sale of your Fund shares, will be subject to backup withholding at
a rate of 28% if you fail to properly certify that you are not a U.S. person. This rate will expire
and the backup withholding tax rate will be 31% for amounts paid after December 31, 2012, unless
Congress enacts tax legislation providing otherwise.
Foreign shareholders may be subject to U.S. withholding tax at a rate of 30% on the income
resulting from an election to pass-through foreign tax credits to shareholders, but may not be able
to claim a credit or deduction with respect to the withholding tax for the foreign tax treated as
having been paid by them.
Amounts reported by the Fund to shareholders as capital gain dividends (a) that are
attributable to certain capital gain dividends received from a qualified investment entity (QIE)
(generally defined as either (i) a U.S. REIT or (ii) a RIC classified as a U.S. real property
holding corporation or which would be if the exceptions for holding 5% or less of a class of
publicly traded shares or an interest in a domestically controlled QIE did not apply) or (b) that
are realized by the Fund on the sale of a U.S. real property interest (including gain realized on
sale of shares in a QIE other than one that is a domestically controlled), will not be exempt from
U.S. federal income tax and may be subject to U.S. withholding tax at the rate of 30% (or lower
treaty rate) if the Fund by reason of having a REIT strategy is classified as a QIE. If the Fund is
so classified, foreign shareholders owning more than 5% of the Funds shares may be treated as
realizing gain from the disposition of a U.S. real property interest, causing Fund distributions to
be subject to U.S. withholding tax at a rate of 35%, and requiring the filing of a nonresident U.S.
income tax return. In addition, if the Fund is classified as a QIE, anti-avoidance rules apply to
certain wash sale transactions. Namely, if the Fund is a QIE and a foreign shareholder disposes of
the Funds shares prior to the Fund paying a distribution attributable to the disposition of a U.S.
real property interest and the foreign shareholder later acquires an identical stock interest in a
wash sale transaction, the foreign shareholder may still be required to pay U.S. tax on the Funds
distribution. Also, the sale of shares of the Fund, if classified as a U.S. real property holding
corporation, could also be considered a sale of a U.S. real property interest with any resulting
gain from such sale being subject to U.S. tax as income effectively connected with a U.S. trade or
business. These rules generally apply to dividends paid by the Fund before January 1, 2012 (unless
such sunset date is extended, possibly retroactively to January 1, 2012, or made permanent). After
such sunset date, Fund distributions from a U.S. REIT (whether or not domestically controlled)
attributable to gain from the disposition of a U.S. real property interest will continue to be
subject to the withholding rules described above provided the Fund is classified as a QIE.
Income effectively connected with a U.S. trade or business
. If the income from the Fund is
effectively connected with a U.S. trade or business carried on by a foreign shareholder, then
ordinary income dividends, capital gain dividends and any gains realized upon the sale or
redemption of shares of the Fund will be subject to U.S. federal income tax at the rates applicable
to U.S. citizens or domestic corporations and require the filing of a nonresident U.S. income tax
return.
Tax certification and backup withholding
. Foreign shareholders may have special U.S. tax
certification requirements to avoid backup withholding (at a rate of 28%, subject to increase to
31% as described above), and if applicable, to obtain the benefit of any income tax treaty between
the foreign shareholders country of residence and the United States. To claim these tax benefits,
the foreign shareholder must provide a properly completed Form W- 8BEN (or other Form W-8, where
applicable, or their substitute forms) to establish his or her status as a non- U.S. investor, to
claim beneficial ownership over the assets in the account, and to claim, if applicable, a reduced
rate of or exemption from withholding tax under the applicable treaty. A Form W-8BEN provided
without a U.S. taxpayer identification number remains in effect for a period of three years
beginning on the date that it is signed and ending on the last day of the third succeeding calendar
year. However, non-U.S. investors must advise the Fund of any changes of circumstances that would
render the
information given on the form incorrect, and must then provide a new W-8BEN to avoid the
prospective application of backup withholding. Forms W-8BEN with U.S. taxpayer identification
numbers remain valid indefinitely, or until the investor has a change of circumstances that renders
the form incorrect and necessitates a new form and tax certification. Certain payees and payments
are exempt from backup withholding.
Foreign Account Tax Compliance Act
. Under the Foreign Account Tax Compliance Act, the relevant
withholding agent may be required to withhold 30% of: (a) income dividends paid after
82
December 31,
2013 and (b) certain capital gains distributions and the proceeds of a sale of shares paid after
December 31, 2014 to (i) a foreign financial institution unless such foreign financial institution
agrees to verify, report and disclose certain of its U.S. accountholders and meets certain other
specified requirements or (ii) a non-financial foreign entity that is the beneficial owner of the
payment unless such entity certifies that it does not have any substantial U.S. owners or provides
the name, address and taxpayer identification number of each substantial U.S. owner and such entity
meets certain other specified requirements. These requirements are different from, and in addition
to, the U.S. tax certification rules described above. The scope of these requirements remains
unclear, and shareholders are urged to consult their tax advisors regarding the application of
these requirements to their own situation.
U.S. estate tax
. Transfers by gift of shares of the Fund by a foreign shareholder who is a
nonresident alien individual will not be subject to U.S. federal gift tax. An individual who, at
the time of death, is a foreign shareholder will nevertheless be subject to U.S. federal estate tax
with respect to shares at the graduated rates applicable to U.S. citizens and residents, unless a
treaty exemption applies. If a treaty exemption is available, a decedents estate may nonetheless
need to file a U.S. estate tax return to claim the exemption in order to obtain a U.S. federal
transfer certificate. The transfer certificate will identify the property (i.e., Fund shares) as to
which the U.S. federal estate tax lien has been released. In the absence of a treaty, there is a
$13,000 statutory estate tax credit (equivalent to an estate with assets of $60,000). Estates of
nonresident alien shareholders dying after December 31, 2004 and before January 1, 2012 (unless
such sunset date is extended, possibly retroactively to January 1, 2012, or made permanent) will be
able to exempt from federal estate tax the proportion of the value of the Funds shares
attributable to qualifying assets held by the Fund at the end of the quarter immediately
preceding the nonresident alien shareholders death (or such other time as the IRS
may designate in regulations). Qualifying assets include bank deposits and other debt obligations
that pay interest or accrue original issue discount that is exempt from withholding tax, debt
obligations of a domestic corporation that are treated as giving rise to foreign source income, and
other investments that are not treated for tax purposes as being within the United States.
Local Tax Considerations.
Rules of state and local taxation of ordinary income, qualified
dividend income and capital gain dividends may differ from the rules for U.S. federal income
taxation described above. Distributions may also be subject to additional state, local and foreign
taxes depending on each shareholders particular situation.
DISTRIBUTION OF SECURITIES
Distributor
The Trust has entered into master distribution agreements, relating to the Funds (the Distribution
Agreements) with Invesco Distributors, Inc., a registered broker-dealer and a wholly owned
subsidiary of Invesco Ltd., pursuant to which Invesco Distributors acts as the distributor of
shares of the Funds. The address of Invesco Distributors is 11 Greenway Plaza, Suite 1000, Houston,
TX 77046-1173. Certain trustees and officers of the Trust are affiliated with Invesco Distributors.
See Management of the Trust. In addition to the Funds, Invesco Distributors serves as distributor
to many other mutual funds that are offered to retail investors. The following Distribution of
Securities information is about all of the Funds that offer retail and/or institutional share
classes. Not all Funds offer all share classes.
The Distribution Agreements provide Invesco Distributors with the exclusive right to distribute
shares of the Funds on a continuous basis directly and through other broker-dealers and other
financial intermediaries with whom Invesco Distributors has entered into selected dealer and/or
similar agreements. Invesco Distributors has not undertaken to sell any specified number of shares
of any classes of the Funds.
Invesco Distributors expects to pay sales commissions from its own resources to dealers and
institutions who sell Class C and Class R shares of the Funds at the time of such sales. Invesco
Distributors or its predecessor has paid sales commissions from its own resources to dealers who
sold Class B shares of the Funds at the time of such sales.
83
Payments for Class B shares equaled 4.00% of the purchase price of the Class B shares sold by the
dealer or institution, consisting of a sales commission equal to 3.75% of the purchase price of the
Class B shares sold plus an advance of the first year service fee of 0.25% for such shares. The
portion of the payments to Invesco Distributors under the Class B Plan that constitutes an
asset-based sales charge (0.75%) is intended in part to permit Invesco Distributors to recoup a
portion of such sales commissions plus financing costs.
Invesco Distributors may pay sales commissions to dealers and institutions who sell Class C shares
of the Funds at the time of such sales. Payments for Class C shares equal 1.00% of the purchase
price of the Class C shares sold by the dealer or institution, consisting of a sales commission of
0.75% of the purchase price of the Class C shares sold plus an advance of the first year service
fee of 0.25% for such shares. Invesco Distributors will retain all payments received by it relating
to Class C for the first year after they are purchased. The portion of the payments to Invesco
Distributors under the Class C Plan that constitutes an asset-based sales charge (0.75%) is
intended in part to permit Invesco Distributors to recoup a portion of the sales commissions to
dealers plus financing costs, if any. After the first full year, Invesco Distributors will make
quarterly payments to dealers and institutions based on the average net asset value of Class C that
are attributable to shareholders for whom the dealers and institutions are designated as dealers of
record. These payments will consist of an asset-based sales charge of 0.75% and a service fee of
0.25%.
Invesco Distributors may pay dealers and institutions who sell Class R shares an annual fee of
0.50% of average daily net assets. These payments will consist of an asset-based fee of 0.25% and a
service fee of 0.25% and will commence either on the thirteenth month after the first purchase, on
accounts on which a dealer concession was paid, or immediately, on accounts on which a dealer
concession was not paid. If Invesco Distributors pays a dealer concession, it will retain all
payments received by it relating to Class R shares for the first year after they are purchased.
Invesco Distributors will make quarterly payments to dealers and institutions based on the average
net asset value of Class R shares that are attributable to shareholders for whom the dealers and
institutions are designated as dealers of record.
The Trust (on behalf of any class of any Fund) or Invesco Distributors may terminate the
Distribution Agreements on 60 days written notice without penalty. The Distribution Agreements
will terminate automatically in the event of their assignment. In the event the Class B shares
Distribution Agreement is terminated, Invesco Distributors would continue to receive payments of
asset-based distribution fees in respect of the outstanding Class B shares attributable to the
distribution efforts of Invesco Distributors or its predecessors; provided, however that a complete
termination of the Class B Plan (as defined in such Plan) would terminate all payments to Invesco
Distributors. Termination of the Class B Plan or the Distribution Agreement for Class B shares
would not affect the obligation of Class B shareholders to pay CDSCs.
Total sales charges (front end and CDSCs) paid in connection with the sale of shares of each
class of the predecessor funds, as applicable, for the last three fiscal years and the most recent
fiscal period ended February 29, 2012 are found in Appendix O.
Distribution Plans
The Trust has adopted multiple forms of distribution plans service plans pursuant to Rule
12b-1 under the 1940 Act for each Funds Class A shares, Class B shares and Class C shares, if
applicable (collectively the Plans).
Each Fund, pursuant to its Class A, Class B and Class C Plans pays Invesco Distributors
compensation up to the following annual rates, shown immediately below, of the Funds average daily
net assets of the applicable class.
|
|
|
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|
|
|
|
|
|
|
|
|
Fund
|
|
Class A
|
|
Class B
|
|
Class C
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Invesco Van Kampen High Yield Municipal Fund
|
|
|
0.25
|
%
|
|
|
1.00
|
%
|
|
|
1.00
|
%
|
Invesco Van Kampen Intermediate Term Municipal
Income Fund
|
|
|
0.25
|
%
|
|
|
1.00
|
%
|
|
|
1.00
|
%
|
Invesco Van Kampen New York Tax Free Income Fund
|
|
|
0.25
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%
|
|
|
1.00
|
%
|
|
|
1.00
|
%
|
Invesco Van Kampen Municipal Income Fund
|
|
|
0.25
|
%
|
|
|
1.00
|
%
|
|
|
1.00
|
%
|
All of the Plans compensate or reimburse Invesco Distributors, as applicable, for the purpose of
financing any activity that is primarily intended to result in the sale of shares of the Funds.
Such activities
84
include, but are not limited to, the following: printing of prospectuses and
statements of additional information and reports for other than existing shareholders; overhead;
preparation and distribution of advertising material and sales literature; expenses of organizing
and conducting sales seminars; supplemental payments to dealers and other institutions such as
asset-based sales charges or as payments of service fees under shareholder service arrangements;
and costs of administering each Plan.
Payments pursuant to the Plans are subject to any applicable limitations imposed by FINRA rules.
See Appendix M for a list of the amounts paid by each class of shares of each predecessor fund
pursuant to its distribution and service plans for the fiscal year and Appendix N for an estimate
by category of the allocation of actual fees paid by shares of the predecessor fund and the Funds
pursuant to its distribution plan for the fiscal year.
As required by Rule 12b-1, the Plans (and for Type 1 Plans only, as described below, the related
forms of Shareholder Service Agreements) were approved by the Board, including a majority of
the trustees who are not interested persons (as defined in the 1940 Act) of the Trust and who
have no direct or indirect financial interest in the operation of the Plans or in any agreements
related to the Plans (the Rule 12b-1 Trustees). In approving the Plans in accordance with the
requirements of Rule 12b-1, the trustees considered various factors and determined that there is a
reasonable likelihood that the Plans would benefit each class of the Funds and its respective
shareholders.
The anticipated benefits that may result from the Plans with respect to each Fund and/or the
classes of each Fund and its shareholders include but are not limited to the following: (1) rapid
account access; (2) relatively predictable flow of cash; and (3) a well-developed, dependable
network of shareholder service agents to help to curb sharp fluctuations in rates of redemptions
and sales, thereby reducing the chance that an unanticipated increase in net redemptions could
adversely affect the performance of each Fund.
Unless terminated earlier in accordance with their terms, the Plans continue from year to year as
long as such continuance is specifically approved, in person, at least annually by the Board,
including a majority of the Rule 12b-1 Trustees. A Plan may be terminated as to any Fund or class
by the vote of a majority of the Rule 12b-1 Trustees or, with respect to a particular class, by the
vote of a majority of the outstanding voting securities of that class.
Any change in the Plans that would increase materially the distribution expenses paid by the
applicable class requires shareholder approval; otherwise, the Plans may be amended by the
trustees, including a majority of the Rule 12b-1 Trustees, by votes cast in person at a meeting
called for the purpose of voting upon such amendment. As long as the Plans are in effect, the
selection or nomination of the Independent Trustees is committed to the discretion of the
Independent Trustees.
The Funds are currently grouped under one of the following three different types of Plans:
The following Funds utilize Type 1 Plans:
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|
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Invesco Asia Pacific Growth Fund
Invesco Balanced-Risk Allocation Fund
Invesco Balanced-Risk Retirement Now Fund
(Class A shares, Class B shares, Class C
shares and Class R shares)
Invesco Balanced-Risk Retirement 2020
Fund (Class A shares, Class B shares,
Class C shares and Class R shares)
Invesco Balanced-Risk Retirement 2030
Fund (Class A shares, Class B shares,
Class C shares and Class R shares)
Invesco Balanced-Risk Retirement 2040
Fund (Class A shares, Class B shares,
Class C shares and Class R shares)
Invesco Balanced-Risk Retirement 2050
Fund (Class A shares, Class B shares,
Class C shares and Class R shares)
Invesco Charter Fund
Invesco China Fund
Invesco Conservative Allocation Fund
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Invesco Endeavor Fund
Invesco Energy Fund
Invesco European Growth Fund
Invesco European Small Company Fund
Invesco Floating Rate Fund
Invesco Global Core Equity Fund
Invesco Global Quantitative Core Fund
Invesco Global Growth Fund
Invesco Global Health Care Fund
Invesco Global Real Estate Fund
Invesco Global Small & Mid Cap Growth Fund
Invesco Gold & Precious Metals Fund
Invesco Growth Allocation Fund
Invesco High Yield Fund
Invesco Income Allocation Fund
Invesco International Allocation Fund
Invesco International Core Equity Fund
Invesco International Growth Fund
Invesco International Small Company Fund
Invesco International Total Return Fund
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85
|
|
|
Invesco Constellation Fund
Invesco Core Plus Bond Fund
Invesco Developing Markets Fund
Invesco Diversified Dividend Fund
Invesco Dynamics Fund
Invesco Mid Cap Core Equity Fund
Invesco Moderate Allocation Fund
Invesco Municipal Bond Fund
Invesco Real Estate Fund
Invesco Global Real Estate Income Fund
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|
Invesco Leisure Fund
Invesco Limited Maturity Treasury Fund
Invesco Short Term Bond Fund
Invesco Small Cap Equity Fund
Invesco Small Cap Growth Fund
Invesco Small Companies Fund
Invesco Structured Core Fund
Invesco Summit Fund
Invesco Tax-Free Intermediate Fund
Invesco Technology Fund
Invesco U.S. Government Fund
Invesco Utilities Fund
|
Amounts payable by a Fund under the Class A, Class B, Class C, Class P, Class R and Class S
Type 1 Plans need not be directly related to the expenses actually incurred by Invesco Distributors
on behalf of each Fund. These Plans do not obligate the Funds to reimburse Invesco Distributors for
the actual allocated share of expenses Invesco Distributors may incur in fulfilling its obligations
under these Plans. Thus, even if Invesco Distributors actual allocated share of expenses exceeds
the fee payable to Invesco Distributors at any given time, under these Plans, the Funds will not be
obligated to pay more than that fee. If Invesco Distributors actual allocated share of expenses is
less than the fee it receives, under these Plans, Invesco Distributors will retain the full amount
of the fee.
The Type 1 Plans obligate Class B shares to continue to make payments to Invesco Distributors
following termination of the Class B shares Distribution Agreement with respect to Class B shares
sold by or attributable to the distribution efforts of Invesco Distributors or its predecessors,
unless there has been a complete termination of the Class B Plan (as defined in such Plan) and the
Class B Plan expressly authorizes Invesco Distributors to assign, transfer or pledge its rights to
payments pursuant to the Class B Plan.
Type 1 Plans also include Investor Class share payments up to 0.25%. Amounts payable by Invesco
Diversified Dividend Fund and Invesco Large Cap Growth Fund under their Investor Class Plans are
directly related to the expenses incurred by Invesco Distributors on behalf of each Fund, as these
Plans obligate each Fund to reimburse Invesco Distributors for their actual allocated share of
expenses incurred pursuant to the Investor Class Plan for the period, up to a maximum annual rate
of 0.25% of the average daily net assets of the Investor Class shares of each Fund. If Invesco
Distributors actual allocated share of expenses incurred pursuant to the Investor Class Plan for
the period exceeds the 0.25% annual cap, under this Plan Invesco Diversified Dividend Fund and
Invesco Large Cap Growth Fund will not be obligated to pay more than the 0.25% annual cap. If
Invesco Distributors actual allocated share of expenses incurred pursuant to the Investor Class
Plan for the period is less than the 0.25% annual cap, under this Plan Invesco Distributors is
entitled to be reimbursed only for its actual allocated share of expenses.
Invesco Distributors may from time to time waive or reduce any portion of its 12b-1 fee for Class
A, Class C, Class R, Class P, Class S or Investor Class 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, Invesco Distributors will retain its ability to be reimbursed for such fee
prior to the end of each fiscal year. Contractual fee waivers or reductions set forth in the Fee
Table in a prospectus may not be terminated or amended to the Funds detriment during the period
stated in the agreement between Invesco Distributors and the Fund.
The Funds may pay a service fee of 0.25% of the average daily net assets of the Class A, Class B,
Class C, Class R and Investor Class shares, 0.15% of the average daily net assets of Class S
shares, and 0.10% of the average daily net assets of Class P shares, attributable to the customers
selected dealers and financial institutions to such dealers and financial institutions, including
Invesco Distributors, acting a principal, who furnish continuing personal shareholder services to
their customers who purchase and own the applicable class of shares of the Fund. Under the terms of
a shareholder service agreement, such personal shareholder services include responding to customer
inquiries and providing customers with information about their investments. Any amounts not paid as
a service fee under each Plan would constitute an asset-based sales charge.
Under a Shareholder Service Agreement, a Fund agrees to pay periodically fees to selected
dealers and other institutions who render the foregoing services to their customers. The fees
payable under a Shareholder Service Agreement will be calculated at the end of each payment period
for each business day
86
of the Funds during such period at the annual rate specified in each
agreement based on the average daily net asset value of the Funds shares purchased or acquired
through exchange. Fees shall be paid only to those selected dealers or other institutions who are
dealers or institutions of record at the close of business on the last business day of the
applicable payment period for the account in which such Funds shares are held.
Selected dealers and other institutions entitled to receive compensation for selling Fund shares
may receive different compensation for selling shares of one particular class over another. Under
the Plans, certain financial institutions which have entered into service agreements and which sell
shares of the Funds on an agency basis, may receive payments from the Funds pursuant to the
respective Plans. Invesco Distributors does not act as principal, but rather as agent for the
Funds, in making dealer incentive and shareholder servicing payments to dealers and other financial
institutions under the Plans. These payments are an obligation of the Funds and not of Invesco
Distributors.
The following Funds utilize Type 2 Plans:
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Invesco California Tax-Free Income Fund
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|
Invesco Pacific Growth Fund
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Invesco Convertible Securities Fund
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|
Invesco S&P 500 Index Fund
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Invesco Equally-Weighted S&P 500 Fund
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|
Invesco Technology Sector Fund
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Invesco High Yield Securities Fund
|
|
Invesco U.S. Mid Cap Value Fund
|
Pursuant to the Type 2 Plans, Class A, Class B, Class C and Class R shares, pay Invesco
Distributors compensation accrued daily and payable monthly. The Funds may reimburse expenses
incurred or to be incurred in promoting the distribution of the Funds Class A, Class B, Class C,
and Class R shares and in servicing shareholder accounts. Reimbursement will be made through
payments at the end of each month. No interest or other financing charges, if any, incurred on any
distribution expenses on behalf of Class A, Class C, and Class R shares will be reimbursable under
the Type 2 Plans. Each Class paid no amounts accrued under the Type 2 Plans with respect to that
Class for the fiscal year ended in 2009 to Invesco Distributors. No interest or other financing
charges will be incurred on any Class A, Class C, and Class R, distribution expenses incurred by
Invesco Distributors under the Plans or on any unreimbursed expenses due to Invesco Distributors
pursuant to the Plans.
The following Funds utilize Type 3 Plans:
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|
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Invesco Van Kampen American Franchise Fund
|
|
Invesco Van Kampen Mid Cap Growth Fund
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Invesco Van Kampen American Value Fund
|
|
Invesco Van Kampen Municipal Income Fund
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Invesco Van Kampen Comstock Fund
|
|
Invesco Van Kampen New York Tax Free Income Fund
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Invesco Van Kampen Corporate Bond Fund
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|
Invesco Van Kampen Pennsylvania Tax Free Income Fund
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Invesco Van Kampen Equity and Income Fund
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|
Invesco Van Kampen Small Cap Growth Fund
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Invesco Van Kampen Growth and Income Fund
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|
Invesco Van Kampen Small Cap Value Fund
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Invesco Van Kampen High Yield Municipal Fund
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|
Invesco Van Kampen U.S. Mortgage Fund
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Invesco Van Kampen Intermediate Term Municipal Income Fund
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|
Invesco Van Kampen Value Opportunities Fund
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Invesco Van Kampen Leaders Fund
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The Type 3 Plans provide that Funds Class A, Class B, Class C and Class R shares may spend a
portion of each Funds average daily net assets attributable to each such class of shares in
connection with the distribution of the respective class of shares and in connection with the
provision of ongoing services to shareholders of such class, respectively.
For Class A and Class R shares in any given year in which the Type 3 Plans are in effect, the Plans
generally provide for each Fund to pay the Invesco Distributors the lesser of (i) the amount of
Invesco Distributors actual expenses incurred during such year less, with respect to Class A
shares only, any deferred sales charges it received during such year (the actual net expenses) or
(ii) the distribution and service fees at the rates specified in the prospectus applicable to that
class of shares (the plan fees). Therefore, to the extent that Invesco Distributors actual net
expenses in a given year are less than the plan fees for such year, the Funds only pay the actual
net expenses. Alternatively, to the extent that Invesco Distributors actual net expenses in a
given year exceed the plan fees for such year, the Funds only pay the plan fees for such year. For
Class A shares and Class R shares, there is no carryover of any unreimbursed actual net expenses to
succeeding years.
87
The Type 3 Plans for Class B shares and Class C shares are similar to the Type 3 Plans for Class A
shares and Class R shares, except that any actual net expenses which exceed plan fees for a given
year are carried forward and are eligible for payment in future years by the Fund so long as the
Type 3 Plans remain in effect. Thus, for each of the Class B and Class C shares, in any given year
in which the Type 3 Plans are in effect, the Plans generally provide for the Funds to pay the
Invesco Distributors the lesser of (i) the applicable amount of Invesco Distributors actual net
expenses incurred
during such year for such class of shares plus any actual net expenses from prior years that are
still unpaid by the Funds for such class of shares or (ii) the applicable plan fees for such class
of shares. Except as may be mandated by applicable law, the Funds do not impose any limit with
respect to the number of years into the future that such unreimbursed actual net expenses may be
carried forward (on a Fund level basis). These unreimbursed actual net expenses may or may not be
recovered through plan fees or contingent deferred sales charges in future years.
Because of fluctuations in net asset value, the plan fees with respect to a particular Class B or
Class C share may be greater or less than the amount of the initial commission (including carrying
cost) paid by Invesco Distributors with respect to such share. In such circumstances, a shareholder
of a share may be deemed to incur expenses attributable to other shareholders of such class.
If the Plans are terminated or not continued, the Fund would not be contractually obligated to pay
Invesco Distributors for any expenses not previously reimbursed by the Fund or recovered through
contingent deferred sales charges.
Under its distribution plan and service plan, Invesco Van Kampen Comstock Fund may spend up to a
total of 0.25% per year of the Funds average daily net assets with respect to Class A Shares of
the Fund. The rates in this paragraph are 0.15% per year of the Funds average daily net assets
attributable to Class A Shares with respect to accounts existing before October 19, 1992. In
addition, for the Funds Class C shares, the aggregate distribution fees and service fees are 0.90%
per year of the average daily net assets attributable to Class C Shares of the Fund with respect to
accounts existing before April 1, 1995.
Under its distribution plan and service plan, Invesco Van Kampen Corporate Bond Fund may spend up
to a total of 0.25% per year of the Funds average daily net assets with respect to Class A Shares
of the Fund. The rates in this paragraph are 0.15% per year of the Funds average daily net assets
attributable to Class A Shares with respect to accounts existing before September 30, 1989.
Under its distribution plan and service plan, Invesco Van Kampen Equity and Income Fund may spend
up to a total of 0.25% per year of the Funds average daily net assets with respect to Class A
Shares of the Fund. The rates in this paragraph are 0.15% per year of the Funds average daily net
assets attributable to Class A Shares with respect to accounts existing before July 3, 1990.
Under its distribution plan and service plan, Invesco Van Kampen Growth and Income Fund may spend
up to a total of 0.25% per year of the Funds average daily net assets with respect to Class A
Shares of the Fund. The rates in this paragraph are 0.15% per year of the Funds average daily net
assets attributable to Class A Shares with respect to accounts existing before October 1, 1989.
Under its distribution plan and service plan, Invesco Van Kampen U.S. Mortgage Fund may spend up to
a total of 0.25% per year of the Funds average daily net assets with respect to Class A Shares of
the Fund. The rates in this paragraph are 0.00% per year of the Funds average daily net assets
attributable to Class A Shares with respect to accounts existing before July 1, 1987.
Under its distribution plan and service plan, for Invesco Van Kampen High Yield Municipal Funds
Class C shares, the aggregate distribution fees and service fees are 0.90% per year of the average
daily net assets attributable to Class C Shares of the Fund with respect to accounts existing
before April 1, 1995.
FINANCIAL STATEMENTS
The Funds financial statements for the year ended February 29, 2012 including the Financial
Highlights pertaining thereto, and the reports of the independent registered public accounting firm
thereon, are incorporated by reference into this SAI from such Funds most recent Annual Report to
shareholders.
88
The portions of such Annual Report are not specifically listed above are not incorporated by
reference into this SAI and are not a part of this Registration Statement.
PENDING LITIGATION
Investigations Related to Market Timing
On August 30, 2005, the West Virginia Office of the State Auditor Securities Commission (WVASC)
issued a Summary Order to Cease and Desist and Notice of Right to Hearing to Invesco and Invesco
89
Distributors (collectively, Invesco) (Order No. 05-1318). The WVASC made findings of fact that
Invesco allegedly entered into certain arrangements permitting market timing of the Invesco Funds
and failed to disclose these arrangements in the prospectuses for such Funds, and conclusions of
law to the effect that Invesco violated the West Virginia securities laws. The WVASC ordered
Invesco to cease any further violations and sought to impose monetary sanctions, including
restitution to affected investors, disgorgement of fees, reimbursement of investigatory,
administrative and legal costs and an administrative assessment to be determined by the
Commissioner. On October 27, 2011, a hearing examiner was appointed to this matter. This matter
continues to be indefinitely suspended.
90
APPENDIX A
RATINGS OF DEBT SECURITIES
The following is a description of the factors underlying the debt ratings of Moodys, S&P and
Fitch.
Moodys Long-Term Debt Ratings
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Aaa:
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Obligations rated Aaa are judged to be of the highest quality, with minimal credit risk.
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Aa:
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Obligations rated Aa are judged to be of high quality and are subject to very low credit risk.
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A:
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Obligations rated A are considered upper-medium grade and are subject to low credit risk.
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Baa:
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Obligations rated Baa are subject to moderate credit risk. They are considered
medium-grade and as such may possess certain speculative characteristics.
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Ba:
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|
Obligations rated Ba are judged to have speculative elements and are subject to substantial
credit risk.
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B:
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Obligations rated B are considered speculative and are subject to high credit risk.
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Caa:
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Obligations rated Caa are judged to be of poor standing and are subject to very high
credit risk.
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Ca:
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Obligations rated Ca are highly speculative and are likely in, or very near, default,
with some prospect of recovery of principal and interest.
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C:
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Obligations rated C are the lowest rated class of bonds and are typically in default,
with little prospect for recovery of principal or interest.
|
Note: Moodys applies numerical modifiers 1, 2, and 3 in each generic rating classification
from Aa through Caa. The modifier 1 indicates that the obligation ranks in the higher end of its
generic rating category; the modifier 2 indicates a mid-range ranking; and the modifier 3 indicates
a ranking in the lower end of that generic rating category.
Moodys Short-Term Prime Rating System
P-1
Issuers (or supporting institutions) rated Prime-1 have a superior ability to repay short-term debt
obligations.
P-2
Issuers (or supporting institutions) rated Prime-2 have a strong ability to repay short-term debt
obligations.
P-3
Issuers (or supporting institutions) rated Prime-3 have an acceptable ability to repay short-term
obligations.
NP (Not Prime)
Issuers (or supporting institutions) rated Not Prime do not fall within any of the Prime rating
categories.
Note: In addition, in certain countries the prime rating may be modified by the issuers or
guarantors senior unsecured long-term debt rating.
A-1
Moodys MIG/VMIG US Short-Term Ratings
In municipal debt issuance, there are three rating categories for short-term obligations that are
considered investment grade. These ratings are designated as Moodys Investment Grade (MIG) and
are divided into three levels MIG 1 through MIG 3.
In addition, those short-term obligations that are of speculative quality are designated SG, or
speculative grade.
In the case of variable rate demand obligations (VRDOs), a two-component rating is assigned. The
first element represents Moodys evaluation of the degree of risk associated with scheduled
principal and interest payments. The second element represents Moodys evaluation of the degree of
risk associated with the demand feature, using the MIG rating scale.
The short-term rating assigned to the demand feature of VRDOs is designated as VMIG. When either
the long- or short-term aspect of a VRDO is not rated, that piece is designated NR, e.g., Aaa/NR or
NR/VMIG 1.
MIG ratings expire at note maturity. By contrast, VMIG rating expirations will be a function of
each issues specific structural or credit features.
Gradations of investment quality are indicated by rating symbols, with each symbol representing a
group in which the quality characteristics are broadly the same.
MIG 1/VMIG 1:
This designation denotes superior credit quality. Excellent protection is
afforded by established cash flows, highly reliable liquidity support or demonstrated broad-based
access to the market for refinancing.
MIG 2/VMIG 2:
This designation denotes strong credit quality. Margins of protection are ample
although not as large as in the preceding group.
MIG 3/VMIG 3:
This designation denotes acceptable credit quality. Liquidity and cash flow
protection may be narrow and market access for refinancing is likely to be less well established.
SG:
This designation denotes speculative-grade credit quality. Debt instruments in this
category may lack sufficient margins of protection.
Standard & Poors Long-Term Issue Credit Ratings
Issue credit ratings are based, in varying degrees, on Standard & Poors analysis of the following
considerations:
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Likelihood of payment capacity and willingness of the obligor to meet its financial
commitment on an obligation in accordance with the terms of the obligation;
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Nature of and provisions of the obligation;
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Protection afforded by, and relative position of, the obligation in the event of
bankruptcy, reorganization, or other arrangement under the laws of bankruptcy and other
laws affecting creditors rights.
|
Issue ratings are an assessment of default risk, but may incorporate an assessment of relative
seniority or ultimate recovery in the event of default. Junior obligations are typically rated
lower than senior obligations, to reflect the lower priority in bankruptcy, as noted above. (Such
differentiation may apply
when an entity has both senior and subordinated obligations, secured and unsecured obligations, or
operating company and holding company obligations.)
A-2
AAA
An obligation rated AAA has the highest rating assigned by Standard & Poors. The obligors
capacity to meet its financial commitment on the obligation is extremely strong.
AA
An obligation rated AA differs from the highest-rated obligations only to a small degree. The
obligors capacity to meet its financial commitment on the obligation is very strong.
A
An obligation rated A is somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions than obligations in higher-rated categories. However, the
obligors capacity to meet its financial commitment on the obligation is still strong.
BBB
An obligation rated BBB exhibits adequate protection parameters. However, adverse economic
conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor
to meet its financial commitment on the obligation.
BB, B, CCC, CC and C
Obligations rated BB, B, CCC, CC, and C are regarded as having significant speculative
characteristics. BB indicates the least degree of speculation and C the highest. While such
obligations will likely have some quality and protective characteristics, these may be outweighed
by large uncertainties or major exposures to adverse conditions.
BB
An obligation rated BB is less vulnerable to nonpayment than other speculative issues. However,
it faces major ongoing uncertainties or exposure to adverse business, financial, or economic
conditions which could lead to the obligors inadequate capacity to meet its financial commitment
on the obligation.
B
An obligation rated B is more vulnerable to nonpayment than obligations rated BB, but the
obligor currently has the capacity to meet its financial commitment on the obligation. Adverse
business, financial, or economic conditions will likely impair the obligors capacity or
willingness to meet its financial commitment on the obligation.
CCC
An obligation rated CCC is currently vulnerable to nonpayment, and is dependent upon favorable
business, financial, and economic conditions for the obligor to meet its financial commitment on
the obligation. In the event of adverse business, financial, or economic conditions, the obligor
is not likely to have the capacity to meet its financial commitment on the obligation.
CC
An obligation rated CC is currently highly vulnerable to nonpayment.
A-3
C
A C rating is assigned to obligations that are currently highly vulnerable to nonpayment,
obligations that have payment arrearages allowed by the terms of the documents, or obligations of
an issuer that is the subject of a bankruptcy petition or similar action which have not experienced
a payment default. Among others, the C rating may be assigned to subordinated debt, preferred
stock or other obligations on which cash payments have been suspended in accordance with the
instruments terms or when preferred stock is the subject of a distressed exchange offer, whereby
some or all of the issue is either repurchased for an amount of cash or replaced by other
instruments having a total value that is less than par.
D
An obligation rated D is in payment default. The D rating category is used when payments on an
obligation, including a regulatory capital instrument, are not made on the date due even if the
applicable grace period has not expired, unless Standard & Poors believes that such payments will
be made during such grace period. The D rating also will be used upon the filing of bankruptcy
petition or the taking of similar action if payments on an obligation are jeopardized. An
obligations rating is lowered to D upon completion of distressed exchange offer, whereby some or
all of the issue is either repurchased for an amount of cash or replaced by other instruments
having a total value that is less than par.
Plus (+) or minus (-)
The ratings from AA to CCC may be modified by the addition of a plus (+) or minus (-) sign to
show relative standing within the major rating categories.
NR
This indicates that no rating has been requested, that there is insufficient information on which
to base a rating, or that Standard & Poors does not rate a particular obligation as a matter of
policy.
Standard & Poors Short-Term Issue Credit Ratings
A-1
A short-term obligation rated A-1 is rated in the highest category by Standard & Poors. The
obligors capacity to meet its financial commitment on the obligation is strong. Within this
category, certain obligations are designated with a plus sign (+). This indicates that the
obligors capacity to meet its financial commitment on these obligations is extremely strong.
A-2
A short-term obligation rated A-2 is somewhat more susceptible to the adverse effects of changes
in circumstances and economic conditions than obligations in higher rating categories. However,
the obligors capacity to meet its financial commitment on the obligation is satisfactory.
A-3
A short-term obligation rated A-3 exhibits adequate protection parameters. However, adverse
economic conditions or changing circumstances are more likely to lead a weakened capacity of the
obligor to meet its financial commitment on the obligation.
A-4
B
A short-term obligation rated B is regarded as having significant speculative characteristics.
Ratings of B-1, B-2, and B-3 may be assigned to indicate finer distinctions within the B
category. The obligor currently has the capacity to meet its financial commitment on the
obligation; however, it faces major ongoing uncertainties which could lead to the obligors
inadequate capacity to meet its financial commitment on the obligation.
B-1
A short-term obligation rated B-1 is regarded as having significant speculative characteristics,
but the obligor has a relatively stronger capacity to meet its financial commitments over the
short-term compared to other speculative-grade obligors.
B-2
A short-term obligation rated B-2 is regarded as having significant speculative characteristics,
and the obligor has an average speculative-grade capacity to meet its financial commitments over
the short-term compared to other speculative-grade obligors.
B-3
A short-term obligation rated B-3 is regarded as having significant speculative characteristics,
and the obligor has a relatively weaker capacity to meet its financial commitments over the
short-term compared to other speculative-grade obligors.
C
A short-term obligation rated C is currently vulnerable to nonpayment and is dependent upon
favorable business, financial, and economic conditions for the obligor to meet its financial
commitment on the obligation.
D
A short-term obligation rated D is in payment default. The D rating category is used when
payments on an obligation, including a regulatory capital instrument, are not made on the date due
even if the applicable grace period has not expired, unless Standard & Poors believes that such
payments will be made during such grace period. The D rating also will be used upon the filing
of a bankruptcy petition or the taking of similar action if payments on an obligation are
jeopardized.
Standard & Poors Municipal Short-Term Note Ratings Definitions
A Standard & Poors U.S. municipal note rating reflects Standard & Poors opinion about the
liquidity factors and market access risks unique to the notes. Notes due in three years or less
will likely receive a note rating. Notes with an original maturity of more than three years will
most likely receive a long-term debt rating. In determining which type of rating, if any, to
assign, Standard & Poors analysis will review the following considerations:
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|
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Amortization schedule the larger final maturity relative to other maturities, the more
likely it will be treated as a note; and
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|
Source of payment the more dependent the issue is on the market for its refinancing,
the more likely it will be treated as a note.
|
A-5
Note rating symbols are as follows:
SP-1
Strong capacity to pay principal and interest. An issue determined to possess a very strong
capacity to pay debt service is given a plus (+) designation.
SP-2
Satisfactory capacity to pay principal and interest, with some vulnerability to adverse financial
and economic changes over the term of the notes.
SP-3
Speculative capacity to pay principal and interest.
Standard & Poors Dual Ratings
Standard & Poors assigns dual ratings to all debt issues that have a put option or demand
feature as part of their structure. The first rating addresses the likelihood of repayment of
principal and interest as due, and the second rating addresses only the demand feature. The
long-term rating symbols are used for bonds to denote the long-term maturity and the short-term
rating symbols for the put option (for example, AAA/A-1+). With U.S. municipal short-term demand
debt, note rating symbols are used with the short-term issue credit rating symbols (for example,
SP-1+/A-1+)
The ratings and other credit related opinions of Standard & Poors and its affiliates are
statements of opinion as of the date they are expressed and not statements of fact or
recommendations to purchase, hold or sell any securities or make any investment decisions.
Standard & Poors assumes no obligation to update any information following publication. Users of
ratings and credit related opinions should not rely on them in making any investment decision.
Standard & Poors opinions and analysis do not address the suitability of any security. Standard &
Poors Financial Services LLC does not act as a fiduciary or an investment advisor. While Standard
& Poors has obtained information from sources it believes to be reliable, Standard & Poors does
not perform an audit and undertakes no duty of due diligence or independent verification of any
information it receives. Ratings and credit related opinions may be changed, suspended, or
withdrawn at any time.
Fitch Credit Rating Scales
Fitch Ratings credit ratings provide an opinion on the relative ability of an entity to meet
financial commitments, such as interest, preferred dividends, repayment of principal, insurance
claims or counterparty obligations. Credit ratings are used by investors as indications of the
likelihood of receiving the money owed to them in accordance with the terms on which they invested.
The agencys credit ratings cover the global spectrum of corporate, sovereign (including
supranational and sub-national), financial, bank, insurance, municipal and other public finance
entities and the securities or other obligations they issue, as well as structured finance
securities backed by receivables or other
financial assets.
The terms investment grade and speculative grade have established themselves over time as
shorthand to describe the categories AAA to BBB (investment grade) and BB to D (speculative
grade). The terms investment grade and speculative grade are market conventions, and do not
imply any recommendation or endorsement of a specific security for investment purposes. Investment
grade
categories indicate relatively low to moderate credit risk, while ratings in the speculative
categories either signal a higher level of credit risk or that a default has already occurred.
A-6
A designation of Not Rated or NR is used to denote securities not rated by Fitch where Fitch
has rated some, but not all, securities comprising an issuance capital structure.
Credit ratings express risk in relative rank order, which is to say they are ordinal measures of
credit risk and are not predictive of a specific frequency of default or loss.
Fitch Ratings credit ratings do not directly address any risk other than credit risk. In
particular, ratings do not deal with the risk of a market value loss on a rated security due to
changes in interest rates, liquidity and other market considerations. However, in terms of payment
obligation on the rated liability, market risk may be considered to the extent that it influences
the
ability
of an issuer to pay upon a commitment. Ratings nonetheless do not reflect market risk
to the extent that they influence the size or other conditionality of the
obligation
to pay upon a
commitment (for example, in the case of index-linked bonds).
In the default components of ratings assigned to individual obligations or instruments, the agency
typically rates to the likelihood of non-payment or default in accordance with the terms of that
instruments documentation. In limited cases, Fitch Ratings may include additional considerations
(i.e. rate to a higher or lower standard than that implied in the obligations documentation). In
such cases, the agency will make clear the assumptions underlying the agencys opinion in the
accompanying rating commentary.
Fitch Long-Term Rating Scales
Issuer Credit Rating Scales
Rated entities in a number of sectors, including financial and non-financial corporations,
sovereigns and insurance companies, are generally assigned Issuer Default Ratings (IDRs). IDRs
opine on an entitys relative vulnerability to default on financial obligations. The threshold
default risk addressed by the IDR is generally that of the financial obligations whose non-payment
would best reflect the uncured failure of that entity. As such, IDRs also address relative
vulnerability to bankruptcy, administrative receivership or similar concepts, although the agency
recognizes that issuers may also make pre-emptive and therefore voluntary use of such mechanisms.
In aggregate, IDRs provide an ordinal ranking of issuers based on the agencys view of their
relative vulnerability to default, rather than a prediction of a specific percentage likelihood of
default. For historical information on the default experience of Fitch-rated issuers, please
consult the transition and default performance studies available from the Fitch Ratings website.
AAA: Highest credit quality.
AAA ratings denote the lowest expectation of default risk. They are assigned only in cases of
exceptionally strong capacity for payment of financial commitments. This capacity is highly
unlikely to be adversely affected by foreseeable events.
AA: Very high credit quality.
AA ratings denote expectations of very low default risk. They indicate very strong capacity for
payment of financial commitments. This capacity is not significantly vulnerable to foreseeable
events.
A: High credit quality.
A ratings denote expectations of low default risk. The capacity for payment of financial
commitments is considered strong. This capacity may, nevertheless, be more vulnerable to adverse
business or economic conditions than is the case for higher ratings.
BBB: Good credit quality.
BBB ratings indicate that expectations of default risk are currently low. The capacity for
payment of financial commitments is considered adequate but adverse business or economic conditions
are more likely to impair this capacity.
A-7
BB: Speculative.
BB ratings indicate an elevated vulnerability to default risk, particularly in the event of
adverse changes in business or economic conditions over time; however, business or financial
flexibility exists which supports the servicing of financial commitments.
B: Highly speculative.
B ratings indicate that material default risk is present, but a limited margin of safety remains.
Financial commitments are currently being met; however, capacity for continued payment is
vulnerable to deterioration in the business and economic environment.
CCC: Substantial credit risk.
Default is a real possibility.
CC: Very high levels of credit risk.
Default of some kind appears probable.
C: Exceptionally high levels of credit risk
Default is imminent or inevitable, or the issuer is in standstill. Conditions that are indicative
of a C category rating for an issuer include:
|
a.
|
|
the issuer has entered into a grace or cure period following non-payment of a material financial obligation;
|
|
|
b.
|
|
the issuer has entered into a temporary negotiated waiver or standstill agreement following a payment default on a
material financial obligation; or
|
|
|
c.
|
|
Fitch Ratings otherwise believes a condition of RD or D to be imminent or inevitable, including through the formal
announcement of a coercive
debt exchange.
|
RD: Restricted default.
RD ratings indicate an issuer that in Fitch Ratings opinion has experienced an uncured payment
default on a bond, loan or other material financial obligation but which has not entered into
bankruptcy filings, administration, receivership, liquidation or other formal winding-up procedure,
and which has not otherwise ceased business. This would include:
|
a.
|
|
the selective payment default on a specific class or currency of debt;
|
|
|
b.
|
|
the uncured expiry of any applicable grace period, cure period or default forbearance
period following a payment default on a bank loan, capital markets security or other material
financial obligation;
|
|
|
c.
|
|
the extension of multiple waivers or forbearance periods upon a payment default on one or
more material financial obligations, either in series or in parallel; or
|
|
|
d.
|
|
execution of a coercive debt exchange on one or more material financial obligations.
|
D: Default.
D ratings indicate an issuer that in Fitch Ratings opinion has entered into bankruptcy filings,
administration, receivership, liquidation or other formal winding-up procedure, or which has
otherwise ceased business.
Default ratings are not assigned prospectively to entities or their obligations; within this
context, non-payment on an instrument that contains a deferral feature or grace period will
generally not be considered a default until after the expiration of the deferral or grace period,
unless a default is otherwise driven by bankruptcy or other similar circumstance, or by a coercive
debt exchange.
Imminent default typically refers to the occasion where a payment default has been intimated by
the issuer, and is all but inevitable. This may, for example, be where an issuer has missed a
scheduled payment, but (as is typical) has a grace period during which it may cure the payment
default. Another
A-8
alternative would be where an issuer has formally announced a coercive debt
exchange, but the date of the exchange still lies several days or weeks in the immediate future.
In all cases, the assignment of a default rating reflects the agencys opinion as to the most
appropriate rating category consistent with the rest of its universe of ratings, and may differ
from the definition of default under the terms of an issuers financial obligations or local
commercial practice.
Note:
The modifiers + or - may be appended to a rating to denote relative status within major rating
categories. Such suffixes are not added to the AAA Long-Term IDR category, or to Long-Term IDR
categories below B.
Fitch Short-Term Rating Scales
A short-term issuer or obligation rating is based in all cases on the short-term vulnerability to
default of the rated entity or security stream and relates to the capacity to meet financial
obligations in accordance with the documentation governing the relevant obligation. Short-Term
Ratings are assigned to obligations whose initial maturity is viewed as short term based on
market convention. Typically, this means up to 13 months for corporate, sovereign, and structured
obligations, and up to 36 months for obligations in U.S. public finance markets.
F1: Highest short-term credit quality.
Indicates the strongest intrinsic capacity for timely payment of financial commitments; may have an
added + to denote any exceptionally strong credit feature.
F2: Good short-term credit quality.
Good intrinsic capacity for timely payment of financial commitments.
F3: Fair short-term credit quality.
The intrinsic capacity for timely payment of financial commitments is adequate.
B: Speculative short-term credit quality.
Minimal capacity for timely payment of financial commitments, plus heightened vulnerability to near
term adverse changes in financial and economic conditions.
C: High short-term default risk.
Default is a real possibility.
RD: Restricted default.
Indicates an entity that has defaulted on one or more of its financial commitments, although it
continues to meet other financial obligations. Applicable to entity ratings only.
D: Default.
Indicates a broad-based default event for an entity, or the default of a short-term
obligation.
A-9
APPENDIX B
Persons to Whom Invesco Provides
Non-Public Portfolio Holdings on an Ongoing Basis
(as of March 31, 2012)
|
|
|
Service Provider
|
|
Disclosure Category
|
ABN AMRO Financial Services, Inc.
|
|
Broker (for certain Invesco Funds)
|
Absolute Color
|
|
Financial Printer
|
Anglemyer & Co.
|
|
Analyst (for certain Invesco Funds)
|
Ballard Spahr Andrews & Ingersoll, LLP
|
|
Special Insurance Counsel
|
Barclays Capital, Inc.
|
|
Broker (for certain Invesco Funds)
|
Blaylock Robert Van LLC
|
|
Broker (for certain Invesco Funds)
|
BB&T Capital Markets
|
|
Broker (for certain Invesco Funds)
|
Bear Stearns Pricing Direct, Inc.
|
|
Pricing Vendor (for certain Invesco Funds)
|
BLNS Securities Ltd.
|
|
Broker (for certain Invesco Funds)
|
BOSC, Inc.
|
|
Broker (for certain Invesco Funds)
|
BOWNE & Co.
|
|
Financial Printer
|
Brown Brothers Harriman & Co.
|
|
Securities Lender (for certain Invesco Funds)
|
Cabrera Capital Markets
|
|
Broker (for certain Invesco Funds)
|
Charles River Systems, Inc.
|
|
System Provider
|
Chas. P. Young Co.
|
|
Financial Printer
|
Cirrus Research, LLC
|
|
Trading System
|
Citigroup Global Markets, Inc.
|
|
Broker (for certain Invesco Funds)
|
Commerce Capital Markets
|
|
Broker (for certain Invesco Funds)
|
Crane Data, LLC
|
|
Analyst (for certain Invesco Funds)
|
Credit Suisse International / Credit Suisse
Securities (Europe) Ltd.
|
|
Service Provider
|
Crews & Associates
|
|
Broker (for certain Invesco Funds)
|
D.A. Davidson & Co.
|
|
Broker (for certain Invesco Funds)
|
Dechert LLP
|
|
Legal Counsel
|
DEPFA First Albany
|
|
Broker (for certain Invesco Funds)
|
E.K. Riley Investments LLC
|
|
Broker (for certain Invesco Funds)
|
Empirical Research Partners
|
|
Analyst (for certain Invesco Funds)
|
Finacorp Securities
|
|
Broker (for certain Invesco Funds)
|
First Miami Securities
|
|
Broker (for certain Invesco Funds)
|
First Southwest Co.
|
|
Broker (for certain Invesco Funds)
|
First Tryon Securities
|
|
Broker (for certain Invesco Funds)
|
Fitch, Inc.
|
|
Rating & Ranking Agency (for certain Invesco Funds)
|
FT Interactive Data Corporation
|
|
Pricing Vendor
|
FTN Financial Group
|
|
Broker (for certain Invesco Funds)
|
GainsKeeper
|
|
Software Provider (for certain Invesco Funds)
|
GCom2 Solutions
|
|
Software Provider (for certain Invesco Funds)
|
George K. Baum & Company
|
|
Broker (for certain Invesco Funds)
|
Glass, Lewis & Co.
|
|
System Provider (for certain Invesco Funds)
|
Global Trading Analytics, LLC
|
|
Software Provider
|
Global Trend Alert
|
|
Analyst (for certain Invesco Funds)
|
Greater Houston Publishers, Inc.
|
|
Financial Printer
|
Hattier, Sanford & Reynoir
|
|
Broker (for certain Invesco Funds)
|
Hutchinson, Shockey, Erley & Co.
|
|
Broker (for certain Invesco Funds)
|
ICI (Investment Company Institute)
|
|
Analyst (for certain Invesco Funds)
|
ICRA Online Ltd.
|
|
Rating & Ranking Agency (for certain Invesco Funds)
|
B-1
|
|
|
Service Provider
|
|
Disclosure Category
|
iMoneyNet, Inc.
|
|
Rating & Ranking Agency (for certain Invesco Funds)
|
Initram Data, Inc.
|
|
Pricing Vendor
|
Institutional Shareholder Services, Inc.
|
|
Proxy Voting Service (for certain Invesco Funds)
|
Invesco Investment Services, Inc.
|
|
Transfer Agent
|
Invesco Senior Secured Management, Inc.
|
|
System Provider (for certain Invesco Funds)
|
Investment Company Institute
|
|
Analyst (for certain Invesco Funds)
|
Investortools, Inc.
|
|
Broker (for certain Invesco Funds)
|
ITG, Inc.
|
|
Pricing Vendor (for certain Invesco Funds)
|
J.P. Morgan Securities, Inc.
|
|
Analyst (for certain Invesco Funds)
|
J.P. Morgan Securities Inc.\Citigroup Global
Markets Inc.\JPMorgan Chase Bank, N.A.
|
|
Lender (for certain Invesco Funds)
|
J.P. Morgan Securities
|
|
Broker (for certain Invesco Funds)
|
Janney Montgomery Scott LLC
|
|
Broker (for certain Invesco Funds)
|
John Hancock Investment Management Services, LLC
|
|
Sub-advisor (for certain sub-advised accounts)
|
Jorden Burt LLP
|
|
Special Insurance Counsel
|
KeyBanc Capital Markets, Inc.
|
|
Broker (for certain Invesco Funds)
|
Kramer Levin Naftalis & Frankel LLP
|
|
Legal Counsel
|
Lebenthal & Co. LLC
|
|
Broker (for certain Invesco Funds)
|
Lipper, Inc.
|
|
Rating & Ranking Agency (for certain Invesco Funds)
|
Loan Pricing Corporation
|
|
Pricing Service (for certain Invesco Funds)
|
Loop Capital Markets
|
|
Broker (for certain Invesco Funds)
|
M.R. Beal
|
|
Broker (for certain Invesco Funds)
|
MarkIt Group Limited
|
|
Pricing Vendor (for certain Invesco Funds)
|
Merrill Communications LLC
|
|
Financial Printer
|
Mesirow Financial, Inc.
|
|
Broker (for certain Invesco Funds)
|
Middle Office Solutions
|
|
Software Provider
|
Moodys Investors Service
|
|
Rating & Ranking Agency (for certain Invesco Funds)
|
Morgan Keegan & Company, Inc.
|
|
Broker (for certain Invesco Funds)
|
Morrison Foerster LLP
|
|
Legal Counsel
|
MS Securities Services, Inc. and Morgan Stanley
& Co. Incorporated
|
|
Securities Lender (for certain Invesco Funds)
|
Muzea Insider Consulting Services, LLC
|
|
Analyst (for certain Invesco Funds)
|
Ness USA Inc.
|
|
System provider
|
Noah Financial, LLC
|
|
Analyst (for certain Invesco Funds)
|
Omgeo LLC
|
|
Trading System
|
Piper Jaffray
|
|
Analyst (for certain Invesco Funds)
|
Prager, Sealy & Co.
|
|
Broker (for certain Invesco Funds)
|
PricewaterhouseCoopers LLP
|
|
Independent Registered Public Accounting Firm (for
all Invesco Funds)
|
Protective Securities
|
|
Broker (for certain Invesco Funds)
|
Ramirez & Co., Inc.
|
|
Broker (for certain Invesco Funds)
|
Raymond James & Associates, Inc.
|
|
Broker (for certain Invesco Funds)
|
RBC Capital Markets
|
|
Analyst (for certain Invesco Funds)
|
RBC Dain Rauscher Incorporated
|
|
Broker (for certain Invesco Funds)
|
Reuters America LLC
|
|
Pricing Service (for certain Invesco Funds)
|
Rice Financial Products
|
|
Broker (for certain Invesco Funds)
|
Robert W. Baird & Co. Incorporated
|
|
Broker (for certain Invesco Funds)
|
RR Donnelley Financial
|
|
Financial Printer
|
Ryan Beck & Co.
|
|
Broker (for certain Invesco Funds)
|
SAMCO Capital Markets, Inc.
|
|
Broker (for certain Invesco Funds)
|
Seattle-Northwest Securities Corporation
|
|
Broker (for certain Invesco Funds)
|
B-2
|
|
|
Service Provider
|
|
Disclosure Category
|
Siebert Brandford Shank & Co., L.L.C.
|
|
Broker (for certain Invesco Funds)
|
Simon Printing Company
|
|
Financial Printer
|
Southwest Precision Printers, Inc.
|
|
Financial Printer
|
Southwest Securities
|
|
Broker (for certain Invesco Funds)
|
Standard and Poors/Standard and Poors
Securities Evaluations, Inc.
|
|
Pricing Service and Rating and Ranking Agency
(each, respectively, for certain Invesco Funds)
|
StarCompliance, Inc.
|
|
System Provider
|
State Street Bank and Trust Company
|
|
Custodian, Lender, Securities Lender, and System
Provider (each, respectively, for certain Invesco
Funds)
|
Sterne, Agee & Leach, Inc.
|
|
Broker (for certain Invesco Funds)
|
Stifel, Nicolaus & Company, Incorporated
|
|
Broker (for certain Invesco Funds)
|
Stradley Ronon Stevens & Young, LLP
|
|
Legal Counsel
|
The Bank of New York
|
|
Custodian and Securities Lender (each,
respectively, for certain Invesco Funds)
|
The MacGregor Group, Inc.
|
|
Software Provider
|
The Savader Group LLC
|
|
Broker (for certain Invesco Funds)
|
Thomson Information Services Incorporated
|
|
Software Provider
|
UBS Financial Services, Inc.
|
|
Broker (for certain Invesco Funds)
|
VCI Group Inc.
|
|
Financial Printer
|
Vining Sparks IBG
|
|
Broker (for Certain Invesco Funds)
|
W.H Mell Associates, Inc.
|
|
Broker (for certain Invesco Funds)
|
Wachovia National Bank, N.A.
|
|
Broker (for certain Invesco Funds)
|
Western Lithograph
|
|
Financial Printer
|
Wiley Bros. Aintree Capital L.L.C.
|
|
Broker (for certain Invesco Funds)
|
William Blair & Co.
|
|
Broker (for certain Invesco Funds)
|
XSP, LLC\Solutions Plus, Inc.
|
|
Software Provider
|
B-3
APPENDIX C
TRUSTEES AND OFFICERS
As of May 31, 2012
The address of each trustee and officer is 11 Greenway Plaza, Suite 1000, Houston, Texas
77046-1173. The trustees serve for the life of the Trust, subject to their earlier death,
incapacitation, resignation, retirement or removal as more specifically provided in the Trusts
organizational documents. Each officer serves for a one year term or until their successors are
elected and qualified. Column two below includes length of time served with predecessor entities,
if any.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
|
|
|
Trustee
|
|
|
|
Number of Funds
|
|
Trusteeship(s)/
|
Name, Year of Birth
|
|
and/or
|
|
|
|
in Fund Complex
|
|
Directorships(s)
|
and Position(s) Held
|
|
Officer
|
|
Principal Occupation(s)
|
|
Overseen by
|
|
Held by
|
with the Trust
|
|
Since
|
|
During Past 5 Years
|
|
Trustee
|
|
Trustee/Director
|
Interested Persons
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Martin L. Flanagan
1
1960
Trustee
|
|
|
2007
|
|
|
Executive Director,
Chief Executive
Officer and President,
Invesco Ltd. (ultimate
parent of Invesco and
a global investment
management firm);
Advisor to the Board,
Invesco Advisers, Inc.
(formerly known as
Invesco Institutional
(N.A.), Inc.);
Trustee, The Invesco
Funds; Vice Chair,
Investment Company
Institute; and Member
of Executive Board,
SMU Cox School of
Business
|
|
|
133
|
|
|
None
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Formerly: Chairman,
Invesco Advisers, Inc.
(registered investment
adviser); Director,
Chairman, Chief
Executive Officer and
President, IVZ Inc.
(holding company),
INVESCO Group
Services, Inc.
(service provider) and
Invesco North American
Holdings, Inc.
(holding company);
Director, Chief
Executive Officer and
President, Invesco
Holding Company
Limited (parent of
Invesco and a global
investment management
firm); Director,
Invesco Ltd.;
Chairman, Investment
Company Institute and
President, Co-Chief
Executive Officer,
Co-President, Chief
Operating Officer and
Chief Financial
Officer, Franklin
Resources, Inc.
(global investment
management
organization)
|
|
|
|
|
|
|
|
|
|
1
|
|
Mr. Flanagan is considered an interested
person of the Trust because he is an officer of the adviser to the Trust, and
an officer and a director of Invesco Ltd., ultimate parent of the adviser to
the Trust.
|
C-1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
|
|
|
Trustee
|
|
|
|
Number of Funds
|
|
Trusteeship(s)/
|
Name, Year of Birth
|
|
and/or
|
|
|
|
in Fund Complex
|
|
Directorships(s)
|
and Position(s) Held
|
|
Officer
|
|
Principal Occupation(s)
|
|
Overseen by
|
|
Held by
|
with the Trust
|
|
Since
|
|
During Past 5 Years
|
|
Trustee
|
|
Trustee/Director
|
Philip A. Taylor
2
1954
Trustee, President and Principal
Executive Officer
|
|
|
2006
|
|
|
Head of North American
Retail and Senior
Managing Director,
Invesco Ltd.;
Director, Co-Chairman,
Co-President and
Co-Chief Executive
Officer, Invesco
Advisers, Inc.
(formerly known as
Invesco Institutional
(N.A.), Inc.)
(registered investment
adviser); Director,
Chairman, Chief
Executive Officer and
President, Invesco
Management Group, Inc.
(formerly Invesco Aim
Management Group,
Inc.) (financial
services holding
company); Director and
President, INVESCO
Funds Group, Inc.
(registered investment
adviser and registered
transfer agent);
Director and Chairman,
Invesco Investment
Services, Inc.
(formerly known as
Invesco Aim Investment
Services, Inc.)
(registered transfer
agent) and IVZ
Distributors, Inc.
(formerly known as
INVESCO Distributors,
Inc.) (registered
broker dealer);
Director, President
and Chairman, Invesco
Inc. (holding company)
and Invesco Canada
Holdings Inc. (holding
company); Chief
Executive Officer,
Invesco Corporate
Class Inc. (corporate
mutual fund company)
and Invesco Canada
Fund Inc. (corporate
mutual fund company);
Director, Chairman and
Chief Executive
Officer, Invesco
Canada Ltd. (formerly
known as Invesco
Trimark Ltd./Invesco
Trimark Ltèe)
(registered investment
adviser and registered
transfer agent);
Trustee, President and
Principal Executive
Officer, The Invesco
Funds (other than AIM
Treasurers Series
Trust (Invesco
Treasurers Series
Trust) and Short-Term
|
|
|
133
|
|
|
None
|
|
|
|
2
|
|
Mr. Taylor is considered an interested
person of the Trust because he is an officer and a director of the adviser to,
and a director of the principal underwriter of, the Trust.
|
C-2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
|
|
|
Trustee
|
|
|
|
Number of Funds
|
|
Trusteeship(s)/
|
Name, Year of Birth
|
|
and/or
|
|
|
|
in Fund Complex
|
|
Directorships(s)
|
and Position(s) Held
|
|
Officer
|
|
Principal Occupation(s)
|
|
Overseen by
|
|
Held by
|
with the Trust
|
|
Since
|
|
During Past 5 Years
|
|
Trustee
|
|
Trustee/Director
|
|
|
|
|
Investments Trust);
Trustee and Executive
Vice President, The
Invesco Funds (AIM
Treasurers Series
Trust (Invesco
Treasurers Series
Trust) and Short-Term
Investments Trust
only); Director,
Invesco Investment
Advisers LLC (formerly
known as Van Kampen
Asset Management);
Director, Chief
Executive Officer and
President, Van Kampen
Exchange Corp.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Formerly: Director and
Chairman, Van Kampen
Investor Services
Inc.: Director, Chief
Executive Officer and
President, 1371
Preferred Inc.
(holding company); and
Van Kampen Investments
Inc.; Director and
President, AIM GP
Canada Inc. (general
partner for limited
partnerships); and Van
Kampen Advisors, Inc.;
Director and Chief
Executive Officer,
Invesco Trimark Dealer
Inc. (registered
broker dealer);
Director, Invesco
Distributors, Inc.
(formerly known as
Invesco Aim
Distributors, Inc.)
(registered broker
dealer); Manager,
Invesco PowerShares
Capital Management
LLC; Director, Chief
Executive Officer and
President, Invesco
Advisers, Inc.;
Director, Chairman,
Chief Executive
Officer and President,
Invesco Aim Capital
Management, Inc.;
President, Invesco
Trimark Dealer Inc.
and Invesco Trimark
Ltd./Invesco Trimark
Ltèe; Director and
President, AIM Trimark
Corporate Class Inc.
and AIM Trimark Canada
Fund Inc.; Senior
Managing Director,
Invesco Holding
Company Limited;
Trustee and Executive
Vice President,
Tax-Free Investments
Trust; Director and
Chairman, Fund
Management Company
(former registered
broker dealer);
President and
Principal Executive
Officer, The Invesco
Funds (AIM Treasurers
Series Trust (Invesco
Treasurers Series
Trust), Short-Term
Investments Trust and
Tax-Free Investments
Trust only);
President, AIM Trimark
Global Fund Inc. and
AIM Trimark Canada
Fund Inc.
|
|
|
|
|
C-3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
|
|
|
Trustee
|
|
|
|
Number of Funds
|
|
Trusteeship(s)/
|
Name, Year of Birth
|
|
and/or
|
|
|
|
in Fund Complex
|
|
Directorships(s)
|
and Position(s) Held
|
|
Officer
|
|
Principal Occupation(s)
|
|
Overseen by
|
|
Held by
|
with the Trust
|
|
Since
|
|
During Past 5 Years
|
|
Trustee
|
|
Trustee/Director
|
Wayne W. Whalen
3
1939
Trustee
|
|
|
2010
|
|
|
Of Counsel, and prior
to 2010, partner in
the law firm of
Skadden, Arps, Slate,
Meagher & Flom LLP,
legal counsel to funds
in the Fund Complex
|
|
|
151
|
|
|
Director of the
Abraham Lincoln
Presidential
Library Foundation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Independent Trustees
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bruce L. Crockett
1944
Trustee and Chair
|
|
|
1993
|
|
|
Chairman, Crockett
Technology Associates
(technology consulting
company)
Formerly: Director,
Captaris (unified
messaging provider);
Director, President
and Chief Executive
Officer COMSAT
Corporation; and
Chairman, Board of
Governors of INTELSAT
(international
communications
company)
|
|
|
133
|
|
|
ACE Limited
(insurance
company); and
Investment Company Institute
|
|
|
|
3
|
|
Mr. Whalen has been deemed to be an
interested person of the Trust because of his prior service as counsel to the
predecessor funds of certain Invesco open-end funds and his affiliation with
the law firm that served as counsel to such predecessor funds and continues to
serve as counsel to the Invesco Van Kampen closed-end funds.
|
C-4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
|
|
|
Trustee
|
|
|
|
Number of Funds
|
|
Trusteeship(s)/
|
Name, Year of Birth
|
|
and/or
|
|
|
|
in Fund Complex
|
|
Directorships(s)
|
and Position(s) Held
|
|
Officer
|
|
Principal Occupation(s)
|
|
Overseen by
|
|
Held by
|
with the Trust
|
|
Since
|
|
During Past 5 Years
|
|
Trustee
|
|
Trustee/Director
|
David C. Arch 1945
Trustee
|
|
|
2010
|
|
|
Chairman and Chief
Executive Officer of
Blistex Inc., a
consumer health care
products manufacturer
|
|
|
151
|
|
|
Member of the
Heartland Alliance
Advisory Board, a
nonprofit
organization
serving human needs
based in Chicago.
Board member of the
Illinois
Manufacturers
Association. Member
of the Board of
Visitors, Institute
for the Humanities,
University of
Michigan
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Frank S. Bayley 1939
Trustee
|
|
|
2001
|
|
|
Retired
Formerly: Director,
Badgley Funds, Inc.
(registered investment
company) (2
portfolios) and
Partner, law firm of
Baker & McKenzie
|
|
|
133
|
|
|
Director and
Chairman, C.D.
Stimson Company (a
real estate
investment company)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
James T. Bunch 1942
Trustee
|
|
|
2003
|
|
|
Managing Member,
Grumman Hill Group LLC
(family office private
equity management)
Formerly: Founder,
Green, Manning & Bunch
Ltd. (investment
banking
firm)(1988-2010);
Executive Committee,
United States Golf
Association; and
Director, Policy
Studies, Inc. and Van
Gilder Insurance
Corporation
|
|
|
133
|
|
|
Chairman, Board of
Governors, Western
Golf Association,
Chairman-elect, Evans Scholars Foundation and Director, Denver Film Society
|
C-5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
|
|
|
Trustee
|
|
|
|
Number of Funds
|
|
Trusteeship(s)/
|
Name, Year of Birth
|
|
and/or
|
|
|
|
in Fund Complex
|
|
Directorships(s)
|
and Position(s) Held
|
|
Officer
|
|
Principal Occupation(s)
|
|
Overseen by
|
|
Held by
|
with the Trust
|
|
Since
|
|
During Past 5 Years
|
|
Trustee
|
|
Trustee/Director
|
Rodney F. Dammeyer 1940
Trustee
|
|
|
2010
|
|
|
Chairman of CAC, LLC,
a private company
offering capital
investment and
management advisory
services
Formerly: Prior to
January 2004, Director
of TeleTech Holdings
Inc.; Prior to 2002,
Director of Arris
Group, Inc.; Prior to
2001, Managing Partner
at Equity Group
Corporate Investments.
Prior to 1995, Vice
Chairman of Anixter
International. Prior
to 1985, experience
includes Senior Vice
President and Chief
Financial Officer of
Household
International, Inc.,
Executive Vice
President and Chief
Financial Officer of
Northwest Industries,
Inc. and Partner of
Arthur Andersen & Co.
|
|
|
151
|
|
|
Director of Quidel
Corporation and
Stericycle, Inc.
Prior to May 2008,
Trustee of The
Scripps Research
Institute. Prior to
February 2008,
Director of Ventana
Medical Systems,
Inc. Prior to April
2007, Director of
GATX Corporation.
Prior to April
2004, Director of
TheraSense, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Albert R. Dowden 1941
Trustee
|
|
|
2000
|
|
|
Director of a number
of public and private
business corporations,
including the Boss
Group, Ltd. (private
investment and
management); Reich &
Tang Funds (5
portfolios)
(registered investment
company); and
Homeowners of America
Holding Corporation/Homeowners
of America
Insurance Company
(property casualty
company)
|
|
|
133
|
|
|
Board of Natures
Sunshine Products,
Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Formerly: Director,
Continental Energy
Services, LLC (oil and
gas pipeline service);
Director, CompuDyne
Corporation (provider
of product and
services to the public
security market) and
Director, Annuity and
Life Re (Holdings),
Ltd. (reinsurance
company); Director,
President and Chief
Executive Officer,
Volvo Group North
America, Inc.; Senior
Vice President, AB
Volvo; Director of
various public and
private corporations;
Chairman, DHJ Media,
Inc.; Director
Magellan Insurance
Company; and Director,
The Hertz Corporation,
Genmar Corporation
(boat manufacturer),
National Media
Corporation; Advisory
Board of Rotary Power
International
(designer,
manufacturer, and
seller of rotary power
engines); and
Chairman, Cortland
Trust, Inc.
(registered investment
company)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jack M. Fields 1952
Trustee
|
|
|
1997
|
|
|
Chief Executive
Officer, Twenty First
Century Group, Inc.
(government affairs
company); and Owner
and Chief Executive
|
|
|
133
|
|
|
Insperity (formerly
known as
Administaff)
|
C-6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
|
|
|
Trustee
|
|
|
|
Number of Funds
|
|
Trusteeship(s)/
|
Name, Year of Birth
|
|
and/or
|
|
|
|
in Fund Complex
|
|
Directorships(s)
|
and Position(s) Held
|
|
Officer
|
|
Principal Occupation(s)
|
|
Overseen by
|
|
Held by
|
with the Trust
|
|
Since
|
|
During Past 5 Years
|
|
Trustee
|
|
Trustee/Director
|
|
|
|
|
|
|
Officer, Dos Angelos
Ranch, L.P. (cattle,
hunting, corporate
entertainment),
Discovery Global
Education Fund
(non-profit) and Cross
Timbers Quail Research
Ranch (non-profit)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Formerly: Chief
Executive Officer,
Texana Timber LP
(sustainable forestry
company) and member of
the U.S. House of
Representatives
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Carl Frischling 1937
Trustee
|
|
|
1993
|
|
|
Partner, law firm of
Kramer Levin Naftalis
and Frankel LLP
|
|
|
133
|
|
|
Director, Reich &
Tang Funds (6
portfolios)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Prema Mathai-Davis 1950
Trustee
|
|
|
1998
|
|
|
Retired
Formerly: Chief
Executive Officer,
YWCA of the U.S.A.
|
|
|
133
|
|
|
None
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Larry Soll 1942
Trustee
|
|
|
2003
|
|
|
Retired
Formerly, Chairman,
Chief Executive
Officer and President,
Synergen Corp. (a
biotechnology company)
|
|
|
133
|
|
|
None
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hugo F. Sonnenschein 1940
Trustee
|
|
|
2010
|
|
|
Distinguished Service
Professor and
President Emeritus of
the University of
Chicago and the Adam
Smith Distinguished
Service Professor in
the Department of
Economics at the
University of Chicago.
Prior to July 2000,
President of the
University of Chicago
|
|
|
151
|
|
|
Trustee of the
University of
Rochester and a
member of its
investment
committee. Member
of the National
Academy of
Sciences, the
American
Philosophical
Society and a
fellow of the
American Academy of
Arts and Sciences
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Raymond Stickel, Jr. 1944
Trustee
|
|
|
2005
|
|
|
Retired
Formerly: Director,
Mainstay VP Series
Funds, Inc. (25
portfolios) and
Partner, Deloitte &
Touche
|
|
|
133
|
|
|
None
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Officers
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Russell C. Burk 1958
Senior Vice President and Senior
Officer
|
|
|
2005
|
|
|
Senior Vice President
and Senior Officer,
The Invesco Funds
|
|
|
N/A
|
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
John M. Zerr 1962
Senior Vice President, Chief Legal
Officer and Secretary
|
|
|
2006
|
|
|
Director, Senior Vice
President, Secretary
and General Counsel,
Invesco Management
Group, Inc. (formerly
known
|
|
|
N/A
|
|
|
N/A
|
C-7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
|
|
|
Trustee
|
|
|
|
Number of Funds
|
|
Trusteeship(s)/
|
Name, Year of Birth
|
|
and/or
|
|
|
|
in Fund Complex
|
|
Directorships(s)
|
and Position(s) Held
|
|
Officer
|
|
Principal Occupation(s)
|
|
Overseen by
|
|
Held by
|
with the Trust
|
|
Since
|
|
During Past 5 Years
|
|
Trustee
|
|
Trustee/Director
|
|
|
|
|
as Invesco Aim
Management Group,
Inc.) and Van Kampen
Exchange Corp.; Senior
Vice President,
Invesco Advisers, Inc.
(formerly known as
Invesco Institutional
(N.A.), Inc.)
(registered investment
adviser); Senior Vice
President and
Secretary, Invesco
Distributors, Inc.
(formerly known as
Invesco Aim
Distributors, Inc.);
Director, Vice
President and
Secretary, Invesco
Investment Services,
Inc. (formerly known
as Invesco Aim
Investment Services,
Inc.) and IVZ
Distributors, Inc.
(formerly known as
INVESCO Distributors,
Inc.); Director and
Vice President,
INVESCO Funds Group,
Inc.; Senior Vice
President, Chief Legal
Officer and Secretary,
The Invesco Funds;
Manager, Invesco
PowerShares Capital
Management LLC;
Director, Secretary
and General Counsel,
Invesco Investment
Advisers LLC (formerly
known as Van Kampen
Asset Management);
Secretary and General
Counsel, Van Kampen
Funds Inc. and Chief
Legal Officer,
PowerShares
Exchange-Traded Fund
Trust, PowerShares
Exchange-Traded Fund
Trust II, PowerShares
India Exchange-Traded
Fund Trust and
PowerShares Actively
Managed
Exchange-Traded Fund
Trust
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Formerly: Director
and Secretary, Van
Kampen Advisors Inc.;
Director Vice
President, Secretary
and General Counsel
Van Kampen Investor
Services Inc.;
Director, Invesco
Distributors, Inc.
(formerly known as
Invesco Aim
Distributors, Inc.);
Director, Senior Vice
President, General
Counsel and Secretary,
Invesco Advisers,
Inc.; and Van Kampen
Investments Inc.;
Director, Vice
President and
Secretary, Fund
Management Company;
Director, Senior Vice
President, Secretary,
General Counsel and
Vice President,
Invesco Aim Capital
Management, Inc.;
Chief Operating
Officer and General
Counsel, Liberty Ridge
Capital, Inc. (an
investment adviser);
Vice President and
Secretary, PBHG Funds
(an investment
company) and PBHG
Insurance Series Fund
(an investment
company); Chief
Operating Officer,
General Counsel and
Secretary, Old Mutual
Investment Partners (a
broker-dealer);
General Counsel and
Secretary, Old Mutual
Fund Services (an
administrator) and Old
Mutual Shareholder
Services (a
shareholder
|
|
|
|
|
C-8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
|
|
|
Trustee
|
|
|
|
Number of Funds
|
|
Trusteeship(s)/
|
Name, Year of Birth
|
|
and/or
|
|
|
|
in Fund Complex
|
|
Directorships(s)
|
and Position(s) Held
|
|
Officer
|
|
Principal Occupation(s)
|
|
Overseen by
|
|
Held by
|
with the Trust
|
|
Since
|
|
During Past 5 Years
|
|
Trustee
|
|
Trustee/Director
|
|
|
|
|
|
|
servicing
center); Executive
Vice President,
General Counsel and
Secretary, Old Mutual
Capital, Inc. (an
investment adviser);
and Vice President and
Secretary, Old Mutual
Advisors Funds (an
investment company)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lisa O. Brinkley
1959
Vice President
|
|
|
2004
|
|
|
Global Assurance
Officer, Invesco Ltd.;
Chief Compliance
Officer, Invesco
Investment Services,
Inc.(formerly known as
Invesco Aim Investment
Services, Inc.); and
Vice President, The
Invesco Funds
|
|
N/A
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Formerly: Chief
Compliance Officer,
Invesco Distributors,
Inc. (formerly known
as Invesco Aim
Distributors, Inc.)
and Van Kampen
Investor Services
Inc.; Senior Vice
President, Invesco
Management Group,
Inc.; Senior Vice
President and Chief
Compliance Officer,
Invesco Advisers, Inc.
and The Invesco Funds;
Vice President and
Chief Compliance
Officer, Invesco Aim
Capital Management,
Inc. and Invesco
Distributors, Inc.;
Vice President,
Invesco Investment
Services, Inc. and
Fund Management
Company
|
|
|
|
|
C-9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
|
|
|
Trustee
|
|
|
|
Number of Funds
|
|
Trusteeship(s)/
|
Name, Year of Birth
|
|
and/or
|
|
|
|
in Fund Complex
|
|
Directorships(s)
|
and Position(s) Held
|
|
Officer
|
|
Principal Occupation(s)
|
|
Overseen by
|
|
Held by
|
with the Trust
|
|
Since
|
|
During Past 5 Years
|
|
Trustee
|
|
Trustee/Director
|
Sheri Morris 1964
Vice President,
Treasurer and
Principal Financial Officer
|
|
|
1999
|
|
|
Vice President,
Treasurer and
Principal Financial
Officer, The Invesco
Funds; Vice President,
Invesco Advisers, Inc.
(formerly known as
Invesco Institutional
(N.A.), Inc.)
(registered investment
adviser); and
Treasurer, PowerShares
Exchange-Traded Fund
Trust, PowerShares
Exchange-Traded Fund
Trust II, PowerShares
India Exchange-Traded
Fund Trust and
PowerShares Actively
Managed
Exchange-Traded Fund
Trust
|
|
N/A
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Formerly: Vice
President, Invesco
Advisers, Inc.,
Invesco Aim Capital
Management, Inc. and
Invesco Aim Private
Asset Management,
Inc.; Assistant Vice
President and
Assistant Treasurer,
The Invesco Funds and
Assistant Vice
President, Invesco
Advisers, Inc.,
Invesco Aim Capital
Management, Inc. and
Invesco Aim Private
Asset Management, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Karen Dunn Kelley
1960
Vice President
|
|
|
1993
|
|
|
Head of Invescos
World Wide Fixed
Income and Cash
Management Group;
Senior Vice President,
Invesco Management
Group, Inc. (formerly
known as Invesco Aim
Management Group,
Inc.) and Invesco
Advisers, Inc.
(formerly known as
Invesco Institutional
(N.A.), Inc.)
(registered investment
adviser); Executive
Vice President,
Invesco Distributors,
Inc. (formerly known
as Invesco Aim
Distributors, Inc.);
Director, Invesco
Mortgage Capital Inc.;
Vice President, The
Invesco Funds (other
than AIM Treasurers
Series Trust (Invesco
Treasurers Series
Trust) and Short-Term
Investments Trust);
and President and
Principal Executive
Officer, The Invesco
Funds (AIM Treasurers
Series Trust (Invesco
Treasurers Series
Trust) and Short-Term
Investments Trust
only)
|
|
N/A
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Formerly: Senior Vice
President, Van Kampen
Investments Inc.; Vice
President, Invesco
Advisers, Inc.
(formerly known as
Invesco Institutional
(N.A.), Inc.);
Director of Cash
Management and Senior
Vice
|
|
|
|
|
C-10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
|
|
|
Trustee
|
|
|
|
Number of Funds
|
|
Trusteeship(s)/
|
Name, Year of Birth
|
|
and/or
|
|
|
|
in Fund Complex
|
|
Directorships(s)
|
and Position(s) Held
|
|
Officer
|
|
Principal Occupation(s)
|
|
Overseen by
|
|
Held by
|
with the Trust
|
|
Since
|
|
During Past 5 Years
|
|
Trustee
|
|
Trustee/Director
|
|
|
|
|
|
|
President,
Invesco Advisers, Inc.
and Invesco Aim
Capital Management,
Inc.; President and
Principal Executive
Officer, Tax-Free
Investments Trust;
Director and
President, Fund
Management Company;
Chief Cash Management
Officer, Director of
Cash Management,
Senior Vice President,
and Managing Director,
Invesco Aim Capital
Management, Inc.;
Director of Cash
Management, Senior
Vice President, and
Vice President,
Invesco Advisers, Inc.
and The Invesco Funds
(AIM Treasurers
Series Trust (Invesco
Treasurers Series
Trust), Short-Term
Investments Trust and
Tax-Free Investments
Trust only)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yinka Akinsola 1977
Anti-Money Laundering Compliance
Officer
|
|
|
2011
|
|
|
Anti-Money Laundering
Compliance Officer,
Invesco Advisers, Inc.
(formerly known as
Invesco Institutional
(N.A.), Inc.)
(registered investment
adviser); Invesco
Distributors, Inc.
(formerly known as
Invesco Aim
Distributors, Inc.),
Invesco Investment
Services, Inc.
(formerly known as
Invesco Aim Investment
Services, Inc.),
Invesco Management
Group, Inc., The
Invesco Funds, Invesco
Van Kampen Closed-End
Funds, Van Kampen
Exchange Corp., Van
Kampen Funds Inc.,
PowerShares
Exchange-Traded Fund
Trust, PowerShares
Exchange-Traded Fund
Trust II, PowerShares
India Exchange-Traded
Fund Trust, and
PowerShares Actively
Managed
Exchange-Traded Fund
Trust
|
|
N/A
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Formerly: Regulatory
Analyst III, Financial
Industry Regulatory
Authority (FINRA)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Todd L. Spillane
1958
Chief Compliance Officer
|
|
|
2006
|
|
|
Senior Vice President,
Invesco Management
Group, Inc. (formerly
known as Invesco Aim
Management Group,
Inc.) and Van Kampen
Exchange Corp.; Senior
Vice President and
Chief Compliance
Officer, Invesco
Advisers, Inc.
(registered investment
adviser) (formerly
known as Invesco
Institutional (N.A.),
Inc.); Chief
Compliance Officer,
The Invesco Funds;
Vice President,
Invesco Distributors,
Inc. (formerly known
as Invesco Aim
Distributors, Inc.)
and Invesco Investment
Services, Inc.
(formerly known as
Invesco Aim Investment
Services, Inc.)
|
|
N/A
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Formerly: Senior Vice
President, Van Kampen
Investments Inc.;
Senior Vice President
and Chief Compliance
Officer, Invesco
Advisers, Inc. and
Invesco Aim
|
|
|
|
|
C-11
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
|
|
|
Trustee
|
|
|
|
Number of Funds
|
|
Trusteeship(s)/
|
Name, Year of Birth
|
|
and/or
|
|
|
|
in Fund Complex
|
|
Directorships(s)
|
and Position(s) Held
|
|
Officer
|
|
Principal Occupation(s)
|
|
Overseen by
|
|
Held by
|
with the Trust
|
|
Since
|
|
During Past 5 Years
|
|
Trustee
|
|
Trustee/Director
|
|
|
|
|
Capital
Management, Inc.;
Chief Compliance
Officer, INVESCO
Private Capital
Investments, Inc.
(holding company),
Invesco Private
Capital, Inc.
(registered investment
adviser), Invesco
Global Asset
Management (N.A.),
Inc., Invesco Senior
Secured Management,
Inc. (registered
investment adviser)
and Van Kampen
Investor Services
Inc., PowerShares
Exchange-Traded Fund
Trust, PowerShares
Exchange-Traded Fund
Trust II, PowerShares
India Exchange-Traded
Fund Trust and
PowerShares Actively
Managed
Exchange-Traded Fund
Trust; Vice President,
Invesco Aim Capital
Management, Inc. and
Fund Management
Company
|
|
|
|
|
C-12
Trustee Ownership of Fund Shares as of December 31, 2011
|
|
|
|
|
|
|
|
|
Aggregate Dollar Range of
|
|
|
|
|
Equity Securities in All
|
|
|
|
|
Registered Investment
|
|
|
Dollar Range of Equity Securities
|
|
Companies Overseen by
|
Name of Trustee
|
|
Per Fund
|
|
Trustee in Invesco Funds
|
Martin L. Flanagan
|
|
-0-
|
|
Over $100,000
|
Philip A. Taylor
|
|
-0-
|
|
-0-
|
Wayne M. Whalen
|
|
Invesco Van Kampen High Yield
Municipal Fund
$1 - $10,000
|
|
Over $100,000
|
|
|
Invesco Van Kampen Intermediate
Term Municipal Income Fund $1
- $10,000
|
|
|
|
|
Invesco Van Kampen Municipal
Income Fund
$10,001 - $50,000
|
|
|
David C. Arch
|
|
-0-
|
|
Over $100,000
|
Frank S. Bayley
|
|
-0-
|
|
Over $100,000
|
James T. Bunch
|
|
-0-
|
|
Over $100,000
4
|
Bruce L. Crockett
|
|
-0-
|
|
Over $100,000
4
|
Rodney Dammeyer
|
|
-0-
|
|
Over $100,000
|
Albert R. Dowden
|
|
-0-
|
|
Over $100,000
|
Jack M. Fields
|
|
-0-
|
|
Over $100,000
4
|
Carl Frischling
|
|
-0-
|
|
Over $100,000
4
|
Prema Mathai-Davis
|
|
-0-
|
|
Over $100,000
4
|
Larry Soll
|
|
Invesco Van Kampen High Yield
Municipal Fund over $100,000
|
|
Over $100,000
4
|
Hugo F. Sonnenschein
|
|
-0-
|
|
Over $100,000
|
Raymond Stickel, Jr.
|
|
-0-
|
|
Over $100,000
|
|
|
|
4
|
|
Includes the total amount of compensation deferred by the trustee at his or her election
pursuant to a deferred compensation plan. Such deferred compensation is placed in a deferral
account and deemed to be invested in one or more of the Invesco Funds.
|
C-13
APPENDIX D
TRUSTEE COMPENSATION TABLE
Set forth below is information regarding compensation paid or accrued for each trustee of the Trust
who was not affiliated with Invesco during the year ended December 31, 2011:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimated
|
|
Total Compensation
|
|
|
Aggregate
|
|
Retirement Benefits
|
|
Annual
|
|
From all Invesco
|
|
|
Compensation
|
|
Accrued by All
|
|
Benefits Upon
|
|
Funds
|
Trustee
|
|
from the Trust
(1)
|
|
Invesco Funds
(2)
|
|
Retirement
(3)
|
|
Paid to the Trustees
(4)
|
Interested Trustees
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wayne W. Whalen
(5)
|
|
$
|
15,972
|
|
|
$
|
304,730
|
|
|
$
|
195,000
|
|
|
$
|
399,000
|
|
Independent Trustees
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
David C. Arch
(5)
|
|
|
16,798
|
|
|
|
164,973
|
|
|
|
195,000
|
|
|
|
412,250
|
|
Bob R. Baker
(7)
|
|
|
12,606
|
|
|
|
233,415
|
|
|
|
248,337
|
|
|
|
320,050
|
|
Frank S. Bayley
|
|
|
19,216
|
|
|
|
236,053
|
|
|
|
195,000
|
|
|
|
420,000
|
|
James T. Bunch
|
|
|
17,598
|
|
|
|
302,877
|
|
|
|
195,693
|
|
|
|
385,000
|
|
Bruce L. Crockett
|
|
|
33,612
|
|
|
|
227,797
|
|
|
|
195,000
|
|
|
|
693,500
|
|
Rodney Dammeyer
(5)
|
|
|
16,659
|
|
|
|
290,404
|
|
|
|
195,000
|
|
|
|
412,250
|
|
Albert R. Dowden
|
|
|
18,843
|
|
|
|
296,156
|
|
|
|
195,000
|
|
|
|
415,000
|
|
Jack M. Fields
|
|
|
16,111
|
|
|
|
313,488
|
|
|
|
195,000
|
|
|
|
307,250
|
|
Carl Frischling
(6)
|
|
|
18,572
|
|
|
|
233,415
|
|
|
|
195,000
|
|
|
|
356,000
|
|
Prema Mathai-Davis
|
|
|
17,177
|
|
|
|
302,911
|
|
|
|
195,000
|
|
|
|
330,000
|
|
Lewis F. Pennock
(7)
|
|
|
379
|
|
|
|
229,833
|
|
|
|
173,250
|
|
|
|
73,000
|
|
Larry Soll
|
|
|
19,300
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|
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342,675
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216,742
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375,750
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Hugo F. Sonnenschein
(5)
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17,009
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290,404
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195,000
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412,200
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Raymond Stickel, Jr.
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20,331
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|
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230,451
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|
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195,000
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|
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399,250
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|
D-1
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(1)
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Amounts shown are based on the fiscal year ended February 29, 2012. The total amount of
compensation deferred by all trustees of the Trust during the fiscal year ended February 29,
2012, including earnings thereon, was $64,802.
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(2)
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During the fiscal year ended February 29, 2012, the total amount of expenses allocated to the
Trust in respect of such retirement benefits was $268,421.
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(3)
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These amounts represent the estimated annual benefits payable by the Invesco Funds upon the
trustees retirement and assumes each trustee serves until his or her normal retirement date.
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(4)
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All trustees except Messrs. Arch, Dammeyer, Sonnenschein and Whalen currently serve as
trustee of 28 registered investment companies advised by Invesco. Messrs. Arch, Dammeyer,
Sonnenschein and Whalen currently serve as trustee of 46 registered investment companies
advised by Invesco.
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(5)
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Messrs. Arch, Dammeyer, Sonnenschein and Whalen were elected as trustees of the Trust
effective June 15, 2010.
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(6)
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During the fiscal year ended February 29, 2012, the Trust paid $15,744 in legal fees to
Kramer Levin Naftalis & Frankel LLP for services rendered by such firm as counsel to the
independent trustees of the Trust. Mr. Frischling is a partner of such firm.
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(7)
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Bob Bakers retirement from the Board was effective December 31, 2011. Lewis Pennocks
retirement from the Board was effective March 31, 2011.
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|
D-2
APPENDIX E
PROXY POLICIES AND PROCEDURES
I.2. PROXY POLICIES AND PROCEDURES RETAIL
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Applicable to
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Retail Accounts
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Risk Addressed by Policy
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breach of fiduciary duty to client under
Investment Advisers Act of 1940 by placing
Invesco personal interests ahead of client
best economic interests in voting proxies
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Relevant Law and Other Sources
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Investment Advisers Act of 1940
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Last Tested Date
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Policy/Procedure Owner
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Advisory Compliance
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Policy Approver
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Fund Board
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Approved/Adopted Date
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January 1, 2010
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The following policies and procedures apply to certain funds and other accounts managed by
Invesco Advisers, Inc. (Invesco).
A. POLICY STATEMENT
Introduction
Our Belief
The Invesco Funds Boards of Trustees and Invescos investment professionals expect a high standard
of corporate governance from the companies in our portfolios so that Invesco may fulfill its
fiduciary obligation to our fund shareholders and other account holders. Well governed companies
are characterized by a primary focus on the interests of shareholders, accountable boards of
directors, ample transparency in financial disclosure, performance-driven cultures and appropriate
consideration of all stakeholders. Invesco believes well governed companies create greater
shareholder wealth over the long term than poorly governed companies, so we endeavor to vote in a
manner that increases the value of our investments and fosters good governance within our portfolio
companies.
In determining how to vote proxy issues, Invesco considers the probable business consequences of
each issue and votes in a manner designed to protect and enhance fund shareholders and other
account holders interests. Our voting decisions are intended to enhance each companys total
shareholder value over Invescos typical investment horizon.
Proxy voting is an integral part of Invescos investment process. We believe that the right to vote
proxies should be managed with the same care as all other elements of the investment process. The
objective of Invescos proxy-voting activity is to promote good governance and advance the economic
interests of our clients. At no time will Invesco exercise its voting power to advance its own
E-1
commercial interests, to pursue a social or political cause that is unrelated to our
clients economic interests, or to favor a particular client or business relationship to the
detriment of others.
B. OPERATING PROCEDURES AND RESPONSIBLE PARTIES
Proxy administration
The Invesco Retail Proxy Committee (the Proxy Committee) consists of members representing
Invescos Investments, Legal and Compliance departments. Invescos Proxy Voting Guidelines (the
Guidelines) are revised annually by the Proxy Committee, and are approved by the Invesco Funds
Boards of Trustees. The Proxy Committee implements the Guidelines and oversees proxy voting.
The Proxy Committee has retained outside experts to assist with the analysis and voting of proxy
issues. In addition to the advice offered by these experts, Invesco uses information gathered from
our own research, company managements, Invescos portfolio managers and outside shareholder groups
to reach our voting decisions.
Generally speaking, Invescos investment-research process leads us to invest in companies led by
management teams we believe have the ability to conceive and execute strategies to outperform their
competitors. We select companies for investment based in large part on our assessment of their
management teams ability to create shareholder wealth. Therefore, in formulating our proxy-voting
decisions, Invesco gives proper consideration to the recommendations of a companys Board of
Directors.
Important principles underlying the Invesco Proxy Voting Guidelines
I. Accountability
Management teams of companies are accountable to their boards of directors, and directors of
publicly held companies are accountable to their shareholders. Invesco endeavors to vote the
proxies of its portfolio companies in a manner that will reinforce the notion of a boards
accountability to its shareholders. Consequently, Invesco votes against any actions that would
impair the rights of shareholders or would reduce shareholders influence over the board or over
management.
The following are specific voting issues that illustrate how Invesco applies this principle of
accountability.
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Elections of directors.
In uncontested director elections for companies that do not have
a controlling shareholder, Invesco votes in favor of slates if they are comprised of at
least a majority of independent directors and if the boards key committees are fully
independent. Key committees include the Audit, Compensation and Governance or Nominating
Committees. Invescos standard of independence excludes directors who, in addition to
the directorship, have any material business or family relationships with the companies they
serve.
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E-2
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Contested director elections are evaluated on a case-by-case basis and are decided within
the context of Invescos investment thesis on a company.
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Director performance.
Invesco withholds votes from directors who exhibit a lack of
accountability to shareholders, either through their level of attendance at meetings or by
enacting egregious corporate-governance or other policies. In cases of material financial
restatements, accounting fraud, habitually late filings, adopting shareholder rights plan
(poison pills) without shareholder approval, or other areas of poor performance, Invesco
may withhold votes from some or all of a companys directors. In situations where
directors performance is a concern, Invesco may also support shareholder proposals to take
corrective actions such as so-called clawback provisions.
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Auditors and Audit Committee members.
Invesco believes a companys Audit Committee has a
high degree of responsibility to shareholders in matters of financial disclosure, integrity
of the financial statements and effectiveness of a companys internal controls.
Independence, experience and financial expertise are critical elements of a
well-functioning Audit Committee. When electing directors who are members of a companys
Audit Committee, or when ratifying a companys auditors, Invesco considers the past
performance of the Committee and holds its members accountable for the quality of the
companys financial statements and reports.
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Majority standard in director elections.
The right to elect directors is the single most
important mechanism shareholders have to promote accountability. Invesco supports the
nascent effort to reform the U.S. convention of electing directors, and votes in favor of
proposals to elect directors by a majority vote.
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Classified boards.
Invesco supports proposals to elect directors annually instead of
electing them to staggered multi-year terms because annual elections increase a boards
level of accountability to its shareholders.
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Supermajority voting requirements.
Unless proscribed by law in the state of
incorporation, Invesco votes against actions that would impose any supermajority voting
requirement, and supports actions to dismantle existing supermajority requirements.
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Responsiveness.
Invesco withholds votes from directors who do not adequately respond to
shareholder proposals that were approved by a majority of votes cast the prior year.
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Cumulative voting.
The practice of cumulative voting can enable minority shareholders to
have representation on a companys board. Invesco supports proposals to institute the
practice of cumulative voting at companies whose overall corporate-governance standards
indicate a particular need to protect the interests of minority shareholders.
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E-3
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Shareholder access.
On business matters with potential financial consequences, Invesco
votes in favor of proposals that would increase shareholders opportunities to express
their views to boards of directors, proposals that would lower barriers to shareholder
action and proposals to promote the adoption of generally accepted best practices in
corporate governance.
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II. Incentives
Invesco believes properly constructed compensation plans that include equity ownership are
effective in creating incentives that induce managements and employees of our portfolio companies
to create greater shareholder wealth. Invesco supports equity compensation plans that promote the
proper alignment of incentives, and votes against plans that are overly dilutive to existing
shareholders, plans that contain objectionable structural features, and plans that appear likely to
reduce the value of an accounts investment.
Following are specific voting issues that illustrate how Invesco evaluates incentive plans.
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Executive compensation.
Invesco evaluates compensation plans for executives within the
context of the companys performance under the executives tenure. Invesco believes
independent compensation committees are best positioned to craft executive-compensation
plans that are suitable for their company-specific circumstances. We view the election of
those independent compensation committee members as the appropriate mechanism for
shareholders to express their approval or disapproval of a companys compensation
practices. Therefore, Invesco generally does not support shareholder proposals to limit or
eliminate certain forms of executive compensation. In the interest of reinforcing the
notion of a compensation committees accountability to shareholders, Invesco supports
proposals requesting that companies subject each years compensation record to an advisory
shareholder vote, or so-called say on pay proposals.
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Equity-based compensation plans.
When voting to approve or reject equity-based
compensation plans, Invesco compares the total estimated cost of the plans, including stock
options and restricted stock, against a carefully selected peer group and uses multiple
performance metrics that help us determine whether the incentive structures in place are
creating genuine shareholder wealth. Regardless of a plans estimated cost relative to its
peer group, Invesco votes against plans that contain structural features that would impair
the alignment of incentives between
shareholders and management. Such features include the ability to reprice or reload options
without shareholder approval, the ability to issue options below the stocks current market
price, or the ability to automatically replenish shares without shareholder approval.
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E-4
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Employee stock-purchase plans.
Invesco supports employee stock-purchase plans that are
reasonably designed to provide proper incentives to a broad base of employees, provided
that the price at which employees may acquire stock is at most a 15 percent discount from
the market price.
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Severance agreements.
Invesco generally votes in favor of proposals requiring advisory
shareholder ratification of executives severance agreements. However, we oppose proposals
requiring such agreements to be ratified by shareholders in advance of their adoption.
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III. Capitalization
Examples of management proposals related to a companys capital structure include authorizing or
issuing additional equity capital, repurchasing outstanding stock, or enacting a stock split or
reverse stock split. On requests for additional capital stock, Invesco analyzes the companys
stated reasons for the request. Except where the request could adversely affect the funds
ownership stake or voting rights, Invesco generally supports a boards decisions on its needs for
additional capital stock. Some capitalization proposals require a case-by-case analysis within the
context of Invescos investment thesis on a company. Examples of such proposals include authorizing
common or preferred stock with special voting rights, or issuing additional stock in connection
with an acquisition.
IV. Mergers, Acquisitions and Other Corporate Actions
Issuers occasionally require shareholder approval to engage in certain corporate actions such as
mergers, acquisitions, name changes, dissolutions, reorganizations, divestitures and
reincorporations. Invesco analyzes these proposals within the context of our investment thesis on
the company, and determines its vote on a case-by-case basis.
V. Anti-Takeover Measures
Practices designed to protect a company from unsolicited bids can adversely affect shareholder
value and voting rights, and they create conflicts of interests among directors, management and
shareholders. Except under special issuer-specific circumstances, Invesco votes to reduce or
eliminate such measures. These measures include adopting or renewing poison pills, requiring
supermajority voting on certain corporate actions, classifying the election of directors instead of
electing each director to an annual term, or creating separate classes of common or preferred stock
with special voting rights. Invesco generally votes against management proposals to impose these
types of measures, and generally votes for shareholder proposals designed to reduce such measures.
Invesco supports shareholder proposals directing companies to subject their anti-takeover
provisions to a shareholder vote.
VI. Shareholder Proposals on Corporate Governance
Invesco generally votes for shareholder proposals that are designed to protect shareholder rights
if a companys corporate-governance standards indicate that such additional protections are
warranted.
E-5
VII. Shareholder Proposals on Social Responsibility
The potential costs and economic benefits of shareholder proposals seeking to amend a companys
practices for social reasons are difficult to assess. Analyzing the costs and economic benefits of
these proposals is highly subjective and does not fit readily within our framework of voting to
create greater shareholder wealth over Invescos typical investment horizon. Therefore, Invesco
abstains from voting on shareholder proposals deemed to be of a purely social, political or moral
nature.
VIII. Routine Business Matters
Routine business matters rarely have a potentially material effect on the economic prospects of
fund holdings, so we generally support the boards discretion on these items. However, Invesco
votes against proposals where there is insufficient information to make a decision about the nature
of the proposal. Similarly, Invesco votes against proposals to conduct other unidentified business
at shareholder meetings.
Summary
These Guidelines provide an important framework for making proxy-voting decisions, and should give
fund shareholders and other account holders insight into the factors driving Invescos decisions.
The Guidelines cannot address all potential proxy issues, however. Decisions on specific issues
must be made within the context of these Guidelines and within the context of the investment thesis
of the funds and other accounts that own the companys stock. Where a different investment thesis
is held by portfolio managers who may hold stocks in common, Invesco may vote the shares held on a
fund-by-fund or account-by-account basis.
Exceptions
In certain circumstances, Invesco may refrain from voting where the economic cost of voting a
companys proxy exceeds any anticipated benefits of that proxy proposal.
Share-lending programs
One reason that some portion of Invescos position in a particular security might not be voted is
the securities lending program. When securities are out on loan and earning fees for the lending
fund, they are transferred into the borrowers name. Any proxies during the period of the loan are
voted by the borrower. The
lending fund would have to terminate the loan to vote the companys proxy, an action that is not
generally in the best economic interest of fund shareholders. However, whenever Invesco determines
that the benefit to shareholders or other account holders of voting a particular proxy outweighs
the revenue lost by terminating the loan, we recall the securities for the purpose of voting the
funds full position.
Share-blocking
Another example of a situation where Invesco may be unable to vote is in countries where the
exercise of voting rights requires the fund to submit to short-term trading restrictions, a
practice known as share-blocking. Invesco generally
E-6
refrains from voting proxies in
share-blocking countries unless the portfolio manager determines that the benefit to fund
shareholders and other account holders of voting a specific proxy outweighs the funds or other
accounts temporary inability to sell the security.
International constraints
An additional concern that sometimes precludes our voting non-U.S. proxies is our inability to
receive proxy materials with enough time and enough information to make a voting decision. In the
great majority of instances, however, we are able to vote non-U.S. proxies successfully. It is
important to note that Invesco makes voting decisions for non-U.S. issuers using these Guidelines
as our framework, but also takes into account the corporate-governance standards, regulatory
environment and generally accepted best practices of the local market.
Exceptions to these Guidelines
Invesco retains the flexibility to accommodate company-specific situations where strictly adhering
to the Guidelines would lead to a vote that the Proxy Committee deems not to be in the best
interest of the funds shareholders and other account holders. In these situations, the Proxy
Committee will vote the proxy in the manner deemed to be in the best interest of the funds
shareholders and other account holders, and will promptly inform the funds Boards of Trustees of
such vote and the circumstances surrounding it.
Resolving potential conflicts of interest
A potential conflict of interest arises when Invesco votes a proxy for an issuer with which it also
maintains a material business relationship. Examples could include issuers that are distributors of
Invescos products, or issuers that employ Invesco to manage portions of their retirement plans or
treasury accounts. Invesco reviews each proxy proposal to assess the extent, if any, to which there
may be a material conflict between the interests of the fund shareholders or other account holders
and Invesco.
Invesco takes reasonable measures to determine whether a potential conflict may exist. A potential
conflict is deemed to exist only if one or more of the Proxy
Committee members actually knew or should have known of the potential conflict.
If a material potential conflict is deemed to exist, Invesco may resolve the potential conflict in
one of the following ways: (1) if the proposal that gives rise to the potential conflict is
specifically addressed by the Guidelines, Invesco may vote the proxy in accordance with the
predetermined Guidelines; (2) Invesco may engage an independent third party to determine how the
proxy should be voted; or (3) Invesco may establish an ethical wall or other informational barrier
between the persons involved in the potential conflict and the persons making the proxy-voting
decision in order to insulate the potential conflict from the decision makers.
Because the Guidelines are pre-determined and crafted to be in the best economic interest of
shareholders and other account holders, applying the Guidelines to vote client proxies should, in
most instances, adequately resolve any potential conflict of
E-7
interest. As an additional safeguard
against potential conflicts, persons from Invescos marketing, distribution and other
customer-facing functions are precluded from becoming members of the Proxy Committee.
On a quarterly basis, the Invesco Funds Boards of Trustees review a report from Invescos Internal
Compliance Controls Committee. The report contains a list of all known material business
relationships that Invesco maintains with publicly traded issuers. That list is cross-referenced
with the list of proxies voted over the period. If there are any instances where Invescos voting
pattern on the proxies of its material business partners is inconsistent with its voting pattern on
all other issuers, they are brought before the Trustees and explained by the Chairman of the Proxy
Committee.
Personal conflicts of interest.
If any member of the Proxy Committee has a personal conflict of
interest with respect to a company or an issue presented for voting, that Proxy Committee member
will inform the Proxy Committee of such conflict and will abstain from voting on that company or
issue.
Funds of funds
. Some Invesco Funds offering diversified asset allocation within one investment
vehicle own shares in other Invesco Funds. A potential conflict of interest could arise if an
underlying Invesco Fund has a shareholder meeting with any proxy issues to be voted on, because
Invescos asset-allocation funds or target-maturity funds may be large shareholders of the
underlying fund. In order to avoid any potential for a conflict, the asset-allocation funds and
target maturity funds vote their shares in the same proportion as the votes of the external
shareholders of the underlying fund.
C. RECORDKEEPING
Records are maintained in accordance with Invescos Recordkeeping Policy.
Policies and Vote Disclosure
A copy of these Guidelines and the voting record of each Invesco Fund are available on our web
site,
www.invesco.com
. In accordance with Securities and Exchange Commission regulations,
all funds file a record of all proxy-voting activity for the prior 12 months ending June 30th. That
filing is made on or before August 31st of each year.
E-8
I.1. PROXY POLICIES AND PROCEDURES INSTITUTIONAL
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Applicable to
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Institutional Accounts
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Risk Addressed by Policy
|
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breach of fiduciary duty to client under Investment Advisers Act
of 1940 by placing Invesco personal interests ahead of client
best economic interests in voting proxies
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Relevant Law and Other Sources
|
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Investment Advisers Act of 1940
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Last Tested Date
|
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Policy/Procedure Owner
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Advisory Compliance, Proxy Committee
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Policy Approver
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Invesco Risk Management Committee
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|
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Approved/Adopted Date
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|
January 1, 2010, revised August 2011
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The following policies and procedures apply to all institutional accounts, clients and funds
managed by Invesco Advisers, Inc. (Invesco). These policies and procedures do not apply to any
of the retail funds managed by Invesco. See Section I.2 for the proxy policies and procedures
applicable to Invescos retail funds.
A. POLICY STATEMENT
Invesco has responsibility for making investment decisions that are in the best interests of its
clients. As part of the investment management services it provides to clients, Invesco may be
authorized by clients to vote proxies appurtenant to the shares for which the clients are
beneficial owners.
Invesco believes that it has a duty to manage clients assets in the best economic interests of its
clients and that the ability to vote proxies is a client asset.
Invesco reserves the right to amend its proxy policies and procedures from time to time without
prior notice to its clients.
Voting of Proxies
Invesco will vote client proxies relating to equity securities in accordance with the procedures
set forth below unless a non-ERISA client retains in writing the right to vote, the named fiduciary
(e.g., the plan sponsor) of an ERISA client retains in writing the right to direct the plan trustee
voting a proxy
E-9
would be outweighed by the costs associated therewith. In addition, due to the distinct nature of
proxy voting for interests in fixed income assets and stable value wrap agreements, the proxies for
such fixed income assets and stable value wrap agreements will be voted in accordance with the
procedures set forth in the Proxy Voting for Fixed Income Assets and Stable Value Wrap Agreements
section below.
Best Economic Interests of Clients
In voting proxies, Invesco will take into consideration those factors that may affect the value of
the security and will vote proxies in a manner in which, in its opinion, is in the best economic
interests of clients. Invesco endeavors to resolve any conflicts of interest exclusively in the
best economic interests of clients.
B. OPERATING PROCEDURES AND RESPONSIBLE PARTIES
ISS Services
Invesco has contracted with ISS, an independent third party service provider, to vote Invescos
clients proxies according to ISS proxy voting recommendations determined by ISS pursuant to its
then-current US Proxy Voting Guidelines, a summary of which can be found
here
, and which
are deemed to be incorporated herein. In addition, ISS will provide proxy analyses, vote
recommendations, vote execution and record-keeping services for clients for which Invesco has proxy
voting responsibility. On an annual basis, the Proxy Committee will review information obtained
from ISS to ascertain whether ISS (i) has the capacity and competency to adequately analyze proxy
issues, and (ii) can make such recommendations in an impartial manner and in the best economic
interests of Invescos clients. This may include a review of ISS Policies, Procedures and
Practices Regarding Potential Conflicts of Interest and obtaining information about the work ISS
does for corporate issuers and the payments ISS receives from such issuers.
Custodians forward to ISS proxy materials for clients who rely on Invesco to vote proxies. ISS is
responsible for exercising the voting rights in accordance with the ISS proxy voting guidelines.
If Invesco receives proxy materials in connection with a clients account where the client has, in
writing, communicated to Invesco that the client, plan fiduciary or other third party has reserved
the right to vote proxies, Invesco will forward to the party appointed by client any proxy
materials it receives with respect to the account. In order to avoid voting proxies in
circumstances where Invesco, or any of its affiliates have or may have any conflict of interest,
real or perceived, Invesco has engaged ISS to provide the proxy analyses, vote recommendations and
voting of proxies.
In the event that (i) ISS recuses itself on a proxy voting matter and makes no recommendation or
(ii) Invesco decides to override the ISS vote recommendation, the Proxy Committee will review the
issue and direct ISS how to vote the proxies as described below.
E-10
Proxy Voting for Fixed Income Assets and Stable Value Wrap Agreements
Some of Invescos fixed income clients hold interests in preferred stock of companies and some of
Invescos stable value clients are parties to wrap agreements. From time to time, companies that
have issued preferred stock or that are parties to wrap agreements request that Invescos clients
vote proxies on particular matters. ISS does not currently provide proxy analysis or vote
recommendations with respect to such proxy votes. Therefore, when a particular matter arises in
this category, the investment team responsible for the particular mandate will review the matter
and make a recommendation to the Proxy Manager as to how to vote the associated proxy. The Proxy
Manager will complete the proxy ballots and send the ballots to the persons or entities identified
in the ballots.
Proxy Committee
The Proxy Committee shall have seven (7) members, which shall include representatives from
portfolio management, operations, and legal/compliance or other functional departments as deemed
appropriate and who are knowledgeable regarding the proxy process. A majority of the members of
the Proxy Committee shall constitute a quorum and the Proxy Committee shall act by a majority vote
of those members in attendance at a meeting called for the purpose of determining how to vote a
particular proxy. The Proxy Committee shall keep minutes of its meetings that shall be kept with
the proxy voting records of Invesco. The Proxy Committee will appoint a Proxy Manager to manage
the proxy voting process, which includes the voting of proxies and the maintenance of appropriate
records.
The Proxy Manager shall call for a meeting of the Proxy Committee (1) when override submissions are
made; and (2) in instances when ISS has recused itself or has not provided a vote recommendation
with respect to an equity security. At such meeting, the Proxy Committee shall determine how
proxies are to be voted in accordance with the factors set forth in the section entitled Best
Economic Interests of Clients, above.
The Proxy Committee also is responsible for monitoring adherence to these procedures and engaging
in the annual review described in the section entitled ISS Services, above.
Recusal by ISS or Failure of ISS to Make a Recommendation
When ISS does not make a recommendation on a proxy voting issue or recuses itself due to a conflict
of interest, the Proxy Committee will review the issue and determine whether Invesco has a material
conflict of interest as determined pursuant to the policies and procedures outlined in the
Conflicts of Interest section below. If Invesco determines it does not have a material conflict
of interest, Invesco will direct ISS how to vote the proxies. If Invesco determines it does have a
material conflict of interest, the Proxy Committee will follow the policies and procedures set
forth in such section.
E-11
Override of ISS Recommendation
There may be occasions where Invesco investment personnel, senior officers or a member of the Proxy
Committee seek to override a ISS recommendation if they believe that a ISS recommendation is not in
accordance with the best economic interests of clients. In the event that an individual listed
above in this section disagrees with a ISS recommendation on a particular voting issue, the
individual shall document in writing the reasons that he/she believes that the ISS recommendation
is not in accordance with clients best economic interests and submit such written documentation to
the Proxy Manager for consideration by the Proxy Committee along with the certification attached as
Appendix A hereto. Upon review of the documentation and consultation with the individual and
others as the Proxy Committee deems appropriate, the Proxy Committee may make a determination to
override the ISS voting recommendation if the Committee determines that it is in the best economic
interests of clients and the Committee has addressed any conflict of interest.
Proxy Committee Meetings
When a Proxy Committee Meeting is called, whether because of a ISS recusal or request for override
of a ISS recommendation, the Proxy Committee shall request from the Chief Compliance Officer as to
whether any Invesco person has reported a conflict of interest.
The Proxy Committee shall review the report from the Chief Compliance Officer to determine whether
a real or perceived conflict of interest exists, and the minutes of the Proxy Committee shall:
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(1)
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describe any real or perceived conflict of interest,
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(2)
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determine whether such real or perceived conflict of interest is material,
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(3)
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discuss any procedure used to address such conflict of interest,
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(4)
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report any contacts from outside parties (other than routine communications
from proxy solicitors), and
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(5)
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include confirmation that the recommendation as to how the proxies are to be
voted is in the best economic interests of clients and was made without regard to any
conflict of interest.
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Based on the above review and determinations, the Proxy Committee will direct ISS how to vote the
proxies as provided herein.
Certain Proxy Votes May Not Be Cast
In some cases, Invesco may determine that it is not in the best economic interests of clients to
vote proxies. For example, proxy voting in certain countries outside
E-12
the United States requires share blocking. Shareholders who wish to vote their proxies must
deposit their shares 7 to 21 days before the date of the meeting with a designated depositary.
During the blocked period, shares to be voted at the meeting cannot be sold until the meeting has
taken place and the shares have been returned to the Custodian/Sub-Custodian bank. In addition,
voting certain international securities may involve unusual costs to clients, some of which may be
related to requirements of having a representative in person attend the proxy meeting. In other
cases, it may not be possible to vote certain proxies despite good faith efforts to do so, for
instance when inadequate notice of the matter is provided. In the instance of loan securities,
voting of proxies typically requires termination of the loan, so it is not usually in the best
economic interests of clients to vote proxies on loaned securities. Invesco typically will not,
but reserves the right to, vote where share blocking restrictions, unusual costs or other barriers
to efficient voting apply. Invesco will not vote if it determines that the cost of voting exceeds
the expected benefit to the client. The Proxy Manager shall record the reason for any proxy not
being voted, which record shall be kept with the proxy voting records of Invesco.
CONFLICTS OF INTEREST
Procedures to Address Conflicts of Interest and Improper Influence
In order to avoid voting proxies in circumstances where Invesco or any of its affiliates have or
may have any conflict of interest, real or perceived, Invesco has contracted with ISS to provide
proxy analyses, vote recommendations and voting of proxies. Unless noted otherwise by ISS, each
vote recommendation provided by ISS to Invesco shall include a representation from ISS that ISS has
no conflict of interest with respect to the vote. In instances where ISS has recused itself or
makes no recommendation on a particular matter, or if an override submission is requested, the
Proxy Committee shall determine how to vote the proxy and instruct the Proxy Manager accordingly,
in which case the conflict of interest provisions discussed below shall apply.
In effecting the policy of voting proxies in the best economic interests of clients, there may be
occasions where the voting of such proxies may present a real or perceived conflict of interest
between Invesco, as the investment manager, and Invescos clients. For each director, officer and
employee of Invesco (Invesco person), the interests of Invescos clients must come first, ahead
of the interest of Invesco and any Invesco person, including Invescos affiliates. Accordingly, no
Invesco person may put personal benefit, whether tangible or intangible, before the interests of
clients of Invesco or otherwise take advantage of the relationship with Invescos clients.
Personal benefit includes any intended benefit for oneself or any other individual, company,
group or organization of any kind whatsoever, except a benefit for a client of Invesco, as
appropriate. It is imperative that each Invesco person avoid any situation that might compromise,
or call into question, the exercise of fully independent judgment that is in the interests of
Invescos clients.
E-13
Occasions may arise where a person or organization involved in the proxy voting process may have a
conflict of interest. A conflict of interest may exist if Invesco has a business relationship with
(or is actively soliciting business from) either the company soliciting the proxy or a third party
that has a material interest in the outcome of a proxy vote or that is actively lobbying for a
particular outcome of a proxy vote. Additional examples of situations where a conflict may exist
include:
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Business Relationships where Invesco manages money for a company or an
employee group, manages pension assets or is actively soliciting any such business, or
leases office space from a company;
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§
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Personal Relationships where an Invesco person has a personal
relationship with other proponents of proxy proposals, participants in proxy contests,
corporate directors, or candidates for directorships; and
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§
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Familial Relationships where an Invesco person has a known familial
relationship relating to a company (e.g. a spouse or other relative who serves as a
director of a public company or is employed by the company).
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In the event that the Proxy Committee determines that Invesco (or an affiliate) has a material
conflict of interest, the Proxy Committee will not take into consideration the relationship giving
rise to the conflict of interest and shall, in its sole discretion, either (a) decide to vote the
proxies pursuant to ISS general proxy voting guidelines, (b) engage an independent third party to
provide a vote recommendation, or (c) contact Invescos client(s) for direction as to how to vote
the proxies.
In the event an Invesco person has a conflict of interest and has knowledge of such conflict of
interest, it is the responsibility of such Invesco person to disclose the conflict to the Chief
Compliance Officer. When a Proxy Committee meeting is called, the Chief Compliance Officer will
report to the Proxy Committee all real or potential conflicts of interest for the Proxy Committee
to review and determine whether such conflict is material. If the Proxy Committee determines that
such conflict is material and involves a person involved in the proxy voting process, the Proxy
Committee may require such person to recuse himself or herself from participating in the
discussions regarding the proxy vote item and from casting a vote regarding how Invesco should vote
such proxy. An Invesco person will not be considered to have a material conflict of interest if
the Invesco person did not know of the conflict of interest and did not attempt to influence the
outcome of a proxy vote.
In order to ensure compliance with these procedures, the Proxy Manager and each member of the Proxy
Committee shall certify annually as to their compliance with this policy. In addition, any Invesco
person who submits a ISS override recommendation to the Proxy Committee shall certify as to their
compliance with this policy concurrently with the submission of their override recommendation. A
form of such certification is attached as Appendix A.
E-14
In addition, members of the Proxy Committee must notify Invescos Chief Compliance Officer, with
impunity and without fear of retribution or retaliation, of any direct, indirect or perceived
improper influence exerted by any Invesco person or by an affiliated companys representatives with
regard to how Invesco should vote proxies. The Chief Compliance Officer will investigate the
allegations and will report his or her findings to the Invesco Risk Management Committee. In the
event that it is determined that improper influence was exerted, the Risk Management Committee will
determine the appropriate action to take, which actions may include, but are not limited to, (1)
notifying the affiliated companys Chief Executive Officer, its Management Committee or Board of
Directors, (2) taking remedial action, if necessary, to correct the result of any improper
influence where clients have been harmed, or (3) notifying the appropriate regulatory agencies of
the improper influence and cooperating fully with these regulatory agencies as required. In all
cases, the Proxy Committee shall not take into consideration the improper influence in determining
how to vote proxies and will vote proxies solely in the best economic interests of clients.
C. RECORDKEEPING
Records are maintained in accordance with Invescos Recordkeeping Policy.
Proxy Voting Records
The proxy voting statements and records will be maintained by the Proxy Manager on-site (or
accessible via an electronic storage site of ISS) for the first two (2) years. Copies of the proxy
voting statements and records will be maintained for an additional five (5) years by Invesco (or
will be accessible via an electronic storage site of ISS). Clients may obtain information about
how Invesco voted proxies on their behalf by contacting their client services representative.
Alternatively, clients may make a written request for proxy voting information to: Proxy Manager,
1555 Peachtree Street, N.E., Atlanta, Georgia 30309.
E-15
APPENDIX A
ACKNOWLEDGEMENT AND CERTIFICATION
I acknowledge that I have read the Invesco Proxy Voting Policy (a copy of which
has been supplied to me, which I will retain for future reference) and agree to comply
in all respects with the terms and provisions thereof. I have disclosed or reported
all real or potential conflicts of interest to the Invesco Chief Compliance Officer
and will continue to do so as matters arise. I have complied with all provisions of
this Policy.
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Print Name
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Date
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Signature
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I.1 Proxy Policy Appendix A
Acknowledgement and Certification
E-16
Invesco Perpetual
Policy on Corporate Governance and Stewardship
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Contents
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E-19
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Introduction
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E-19
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Scope
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E-19
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Responsible voting
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E-20
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Voting procedures
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Dialogue with companies
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E-21
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Non-routine resolutions and other topics
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Evaluation of companies environmental, social and governance arrangements (ESG)
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Disclosure and reporting
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UK Stewardship Code
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E-25
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Appendix 1 Voting on non-UK/European and blocked shares
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E-18
Invesco Perpetual
Policy on Corporate Governance and Stewardship
1.
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Introduction
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Invesco Perpetual (IP), a business name of Invesco Asset Management Limited, has adopted a
clear and considered policy towards its responsibility as a shareholder on behalf of all
investors in portfolios managed by them. As part of this policy, IP will take steps to
satisfy itself about the extent to which the companies in which it invests look after
shareholders value in their companies and comply with local recommendations and practices,
such as the UK Corporate Governance Code issued by the Financial Reporting Council and the
U.S. Department of Labor Interpretive Bulletins.
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IP has a responsibility to optimise returns to its investors. As a core part of the
investment process, IPs fund managers will endeavour to establish a dialogue with
management to promote company decision making that is in the best interests of shareholders,
and is in accordance with good Corporate Governance principles.
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Being a major shareholder in a company is more than simply expecting to benefit in its
future earnings streams. In IPs view, it is about helping to provide the capital it needs
to grow, it is about being actively involved in its strategy and it is about helping to
ensure that shareholder interests are always at the forefront of managements thoughts.
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IP considers that shareholder activism is fundamental to good Corporate Governance. Although
this does not entail intervening in daily management decisions, it does involve supporting
general standards for corporate activity and, where necessary, taking the initiative to
ensure those standards are met, with a view to protecting and enhancing value for our
investors in our portfolios.
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Engagement will also be proportionate and will reflect the size of holdings, length of
holding period and liquidity of the underlying company shares. This is because in most of
IPs investment jurisdictions, the only effective remedy of last resort available to
shareholders, other than liquidating their share ownership, is the removal of directors.
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2.
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Scope
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The scope of this policy covers all portfolios that are managed by the IP investment teams
located in Henley on Thames, United Kingdom and specifically excludes portfolios that are
managed by other investment teams within the wider Invesco group that have their own voting,
corporate governance and stewardship policies. As an example, within IPs ICVC range the
following funds are excluded: IP UK Enhanced Index, IP US Equity Benchmark Plus, IP Hong
Kong & China, IP Japanese Smaller Companies, IP Global Balanced Index Fund, IP Global ex-UK
Core Equity and the IP Global ex-UK Enhanced Index.
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3.
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Responsible voting
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One important means of putting shareholder responsibility into practice is via the
exercising of voting rights. In deciding whether to vote shares, IP will take into account
such factors as the likely impact of voting on management activity, and where expressed, the
preference of clients. As a result of these two factors, IP will tend to vote on all UK
and European shares, but to vote on a more selective basis on other shares. (See Appendix I
Voting on non-UK/European shares).
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IP considers that the voting rights attached to its clients investments should be actively
managed with the same duty of care as that applied to all other aspects of asset
administration. As such, voting rights will be exercised on an informed and independent
basis, and will not simply be passed back to the company concerned for discretionary voting
by the Chairman.
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E-19
Invesco Perpetual
Policy on Corporate Governance and Stewardship
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In voting for or against a proposal, IP will have in mind three objectives, as follows:
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To protect the rights of its investors
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To minimise the risk of financial or business impropriety within the companies in
which its clients are invested, and
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To protect the long-term value of its clients investments.
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It is important to note that, when exercising voting rights, the third option of abstention
can also be used as a means of expressing dissatisfaction, or lack of support, to a board on
any particular issue. Additionally, in the event of a conflict of interest arising between
IP and its clients over a specific issue, IP will either abstain or seek instruction from
each client.
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IP will actively exercise the voting rights represented by the shares it manages on behalf
of its investors where it is granted the discretion to do so. In certain circumstances the
discretion is retained by the client, where they wish to be responsible for applying their
own right to vote.
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Note: Share blocking
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Generally, IP will not vote where this results in shares being blocked from trading for a
period of more than a few hours. IP considers that it is not in the interest of clients that
their shares are blocked at a potentially sensitive time, such as the time around a
shareholder meeting
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4.
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Voting procedures
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IP will endeavour to keep under regular review with trustees, depositaries, custodians and
third party proxy voting services the practical arrangements for circulating company
resolutions and notices of meetings and for exercising votes in accordance with standing or
special instructions. Although IPs proxy voting service will provide research and
recommendations for each resolution, each fund manager will cast their vote independently
considering their own research and dialogue with company management.
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Proxy voting research and services are currently provided by Institutional Shareholder
Services (ISS), part of the RiskMetrics Group.
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IP will endeavour to review regularly any standing or special instructions on voting and
where possible, discuss with company representatives any significant issues.
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IP will take into account the implications of stock lending arrangements where this is
relevant (that is, when stock is lent to the extent permitted by local regulations, the
voting rights attaching to that stock pass to the borrower). However, IP does not currently
enter into any stock lending arrangements as it believes the facility does not support
active shareholder engagement.
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5.
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Dialogue with companies
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IP will endeavour, where practicable in accordance with its investment approach, to
enter into a dialogue with companies based on the mutual understanding of objectives. This
dialogue is likely to include regular meetings with company representatives to explore any
concerns about corporate governance where these may impact on the best interests of clients.
In discussion with company boards and senior non-Executive Directors, IP will endeavour to
cover any matters of particular relevance to shareholder value.
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E-20
Invesco Perpetual
Policy on Corporate Governance and Stewardship
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Those people on the inside of a company, most obviously its executives, know their
businesses much more intimately. Therefore, it is usually appropriate to leave strategic
matters in their hands. However, if that strategy is not working, or alternatives need
exploring, IP will seek to influence the direction of that company where practicable. In
IPs view, this is part of its responsibility to investors, where possible, in shaping
strategy. Ultimately the business performance will have an impact on the returns generated
by IPs portfolios, whether it is in terms of share price performance or dividends, and IP
wants to seek to ensure that the capital IP has invested on behalf of its clients is being
used as effectively as possible. In the majority of cases IP is broadly in agreement with
the direction of a company that it has invested in, as its initial decision to invest will
have taken these factors into account. But these issues demand regular re-evaluation, which
can only be achieved through company meetings.
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The building of this relationship facilitates frank and open discussion, and ongoing
interaction is an integral part of the fund managers role. The fact that IP has been a
major shareholder in a number of companies for a long time, in particular within its
domestic UK portfolios, reflects both the fact that IPs original investment was based on a
joint understanding of where the business was going and the ability of the management to
execute that plan. Inevitably there are times when IPs views diverge from those of the
companys executives but, where possible, it attempts to work with the company towards a
practical solution. However, IP believes that its status as part-owner of a company means
that it has both the right and the responsibility to make its views known. The option of
selling out of that business is always open, but normally IP prefers to push for change,
even if this can be a slow process.
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Specifically when considering resolutions put to shareholders, IP will pay attention to
the companies compliance with the relevant local requirements. In addition, when analysing
the companys prospects for future profitability and hence returns to shareholders, IP will
take many variables into account, including but not limited to, the following:
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Nomination and audit committees
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Remuneration committee and directors remuneration
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Board balance and structure
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Financial reporting principles
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Internal control system and annual review of its effectiveness
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Dividend and Capital Management policies
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Socially Responsible Investing policies
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6.
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Non-routine resolutions and other topics
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These will be considered on a case-by-case basis and where proposals are put to the vote
will require proper explanation and justification by (in most instances) the board. Examples
of such proposals would be all political donations and any proposal made by a shareholder or
body of shareholders (typically a pressure group).
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Apart from the three fundamental voting objectives set out under Responsible Voting above,
considerations that IP might apply to non-routine proposals will include:
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The degree to which the companys stated position on the issue could affect its
reputation and/or sales, or leave it vulnerable to boycott or selective purchasing
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Peer group response to the issue in question
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Whether implementation would achieve the objectives sought in the proposal
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Whether the matter is best left to the Boards discretion.
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E-21
Invesco Perpetual
Policy on Corporate Governance and Stewardship
7.
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Evaluation of companies environmental, social and governance arrangements
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At IP, each fund manager is individually responsible for environmental, social and
governance (ESG) matters, rather than utilising ESG professionals or an internal / external
discrete team independent from the fund management process. ESG issues are deemed as an
essential component of the fund managers overall investment responsibilities. Additionally,
fund managers may call on the support of the IP Operations team on any ESG matter.
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As mentioned in Section 5, company meetings are an integral part of IPs investment research
approach and discussions at these meetings include all matters that might affect the share
price, including ESG issues.
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IPs research is structured to give it a detailed understanding of a companys key
historical and future, long-term business drivers, such as demand for its products, pricing
power, market share trends, cash flow and management strategy. This enables IPs investment
teams to form a holistic opinion of management strategy, the quality of the management, an
opinion on a companys competitive position, its strategic advantages/ disadvantages, and
corporate governance arrangements, thus incorporating any inherent ESG issues.
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IP will, when evaluating companies governance arrangements, particularly those
relating to board structure and composition, give due weight to all relevant factors brought
to its attention.
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8.
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Disclosure and reporting
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Although IP acknowledges initiatives of transparency, it is also very aware of its fiduciary
duty and the interests of all investors in portfolios managed by them. As such, IP is very
cognisant that disclosure of any meeting specific information may have a detrimental affect
in its ability to manage its portfolios and ultimately would not be in the best interests of
all shareholders. Primarily, this is for investor protection and to allow IPs fund managers
to manage their portfolios in the interests of all its clients.
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Although IP does not report specific findings of company meetings for external use, regular
illustrations will be provided to demonstrate that active engagement is at the heart of its
investment process.
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For clients with individual mandates, (i.e. not invested in a fund), IP may discuss specific
issues where it can share details of a clients portfolio with that specific client.
Occasionally, where IP has expressed strong views to management over matters of governance,
those views have gained media attention, but IP will never seek to encourage such debates in
the media.
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On request from investors, IP will in good faith provide records of voting instructions
given to third parties such as trustees, depositaries and custodians provided that:
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In IPs view, it does not conflict with the best interests of other investors and
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It is understood that IP will not be held accountable for the expression of views
within such voting instructions and
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IP is not giving any assurance nor undertaking nor has any obligation to ensure
that such instructions resulted in any votes actually being cast. Records of voting
instructions within the immediate preceding three months will not normally be
provided for activities within the funds managed by IP.
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Note:
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The record of votes will reflect the voting instruction of the relevant fund manager.
This may not be the same as votes actually cast as IP is entirely reliant on third parties
complying promptly with such instructions to ensure that such votes are cast correctly.
Accordingly, the
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E-22
Invesco Perpetual
Policy on Corporate Governance and Stewardship
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provision of information relating to an instruction does not mean that a vote was
actually cast, just that an instruction was given in accordance with a particular view
taken.
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9.
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The UK Stewardship Code
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The UK Stewardship Code (the Code)issued by the Financial Reporting Council (FRC) aims to
enhance the quality of engagement between institutional investors and companies to help
improve long-term returns to shareholders and the efficient exercise of governance
responsibilities. The Code sets out seven principles, which support good practice on
engagement with UK investee companies and to which the FRC believes institutional investors
should aspire. The Code is applied on a comply or explain approach. IP sets out below how
it complies with each principle or details why it chooses not to.
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Principle 1
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Institutional investors should publicly disclose their policy on how they will discharge
their stewardship responsibilities
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IP complies with Principle 1 and publishes the Invesco Perpetual Policy on Corporate
Governance and Stewardship on its website
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http://investor.invescoperpetual.co.uk/portal/site/ipinvestor/aboutus/ukstewardshipcode/
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Principle 2
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Institutional investors should have a robust policy on managing conflicts of interest in
relation to stewardship and this policy should be publicly disclosed.
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IP complies with Principle 2 by meeting its regulatory requirement of having an effective
Conflicts of Interest Policy. Any conflicts of interest arising through its stewardship of
investee companies will be handled in accordance with that policy.
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In respect of stewardship, IP anticipates the opportunity for conflicts arising would be
limited, e.g. where it invests in a company that is also a broker (i.e. dealing) of, or
client of IP.
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Principle 3
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Institutional investors should monitor their investee companies.
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As an active shareholder, IP complies with Principle 3. Through its investment process, fund
managers endeavour to establish on a proportionate basis ongoing dialogue with company
management and this is likely to include regular meetings. In discussions with company
boards and senior non-Executive Directors, IP will explore any concerns about corporate
governance where these may impact on the best interests of clients, together with any other
matters of particular value to shareholders.
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Meeting company boards of investee companies is a core part of IPs investment process and
IP is committed to keeping records of all future key engagement activities.
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When casting votes on behalf of investors, IP keeps detailed records of all instructions
given in good faith to third parties such as trustees, depositories and custodians. Although
the rationale for voting in a particular manner is not automatically captured through the
voting process, the individually responsible fund manager would be expected to be able to
clearly articulate their decision whenever required.
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E-23
Invesco Perpetual
Policy on Corporate Governance and Stewardship
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Principle 4
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Institutional investors should establish clear guidelines on when and how they will escalate
their activities as a method of protecting and enhancing shareholder value.
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IP complies with Principle 4 with its fund managers managing corporate governance matters
independently being a key part of their investment process to protect and add value on
behalf investors. Initially any issues / concerns would be raised by its fund managers
through IPs process of ongoing dialogue and company meetings. On occasions that a fund
manager believes an issue is significant enough to be escalated, this will be done through
IPs Chief Investment Officer (CIO) and the IP Operations team who will ensure the relevant
internal resources are made available to support the fund manager in securing the most
appropriate outcome for IPs clients.
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Principle 5
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Institutional investors should be willing to act collectively with other investors where
appropriate.
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IP is supportive of collective engagement in cases where objectives between parties are
mutually agreeable and, as they pertain to the UK market, are not in breach of concert
party rules. Other shareholders can engage directly with the relevant fund manager or
through an investment adviser. Alternatively, enquiries can be directed to the members of
the IP Operations team detailed below:
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Charles Henderson Head of IP Operations and Dealing
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Dan Baker IP Operations Manager
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Principle 6
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Institutional investors should have a clear policy on voting and disclosure of voting
activity.
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As detailed in Section 3, IP is committed to voting on all the UK stocks it holds for its
underlying investors and where it has the full discretion to do so. Whilst comprehensive
records of IPs voting instructions are maintained, IP does not report specifically on its
voting activity. Whilst being mindful of its fiduciary duty and the interest of all
investors, IP believes that automatic public disclosure of its voting records may have a
detrimental affect on its ability to manage its portfolios and ultimately would not be in
the best interest of all shareholders.
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On specific requests from clients, IP will in good faith provide records of voting
instructions given to third parties such as trustees, depositaries and custodians subject to
limitations detailed in Section 8.
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Principle 7
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Institutional investors should report periodically on their stewardship and voting
activities.
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IP complies with Principle 7 through a commitment to provide regular illustrations of
its engagement activities and to respond to voting record requests from investors in its
portfolios on an individual basis.
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Although IP does not report specific findings of company meetings for external use, regular
illustrations will be provided to demonstrate that active engagement is at the heart of its
investment process. On request from investors, IP will in good faith provide records of
voting instructions given to third parties such as trustees, depositaries and custodians
subject to certain limitations outlined in Section 8. Although the rationale for its voting
decision is not captured through the voting process, individual fund managers would be
expected to articulate their decision whenever required.
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E-24
Invesco Perpetual
Policy on Corporate Governance and Stewardship
Appendix 1
Voting on non-UK/European shares
When deciding whether to exercise the voting rights attached to its clients non-UK/European
shares, IP will take into consideration a number of factors. These will include the:
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Likely impact of voting on management activity, versus the cost to the client
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Portfolio management restrictions (e.g. share blocking) that may result from voting
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Preferences, where expressed, of clients
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Generally, IP will vote on non-UK/European shares by exception only, except where the client or
local regulator expressly requires voting on all shares.
Note: Share blocking
Generally, IP will not vote where this results in shares being blocked from trading for a period of
more than a few hours. IP considers that it is not in the interest of clients that their shares are
blocked at a potentially sensitive time, such as that around a shareholder meeting.
E-25
As at 30 September 2010.
Information our products is available on the contact details provided below.
Telephone calls may be recorded.
The value of investments and any income will fluctuate (this may partly be the result of exchange
rate fluctuations) and investors may not get back the full amount invested.
Past performance is not a guide to future returns.
Where Invesco Perpetual has expressed views and opinions, these may change.
Invesco Perpetual is a business name of Invesco Asset Management Limited. Authorised and regulated
by the Financial Services Authority.
Invesco Asset Management Limited
Perpetual Park, Perpetual Park Drive, Henley-on-Thames,
Oxfordshire, RG9 1HH
Telephone: Broker Services 0800 0282121
www.invescoperpetual.co.uk
30 Finsbury Square, London EC2A 1AG
Telephone: 020 7065 4000
www.invescoperpetual.co.uk/institutional
Registered in England 949417
Registered Office: 30 Finsbury Square, London, EC2A 1AG
E-26
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1.1
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Introduction
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Invesco recognises its fiduciary obligation to act in the best interests of all
clients, be they superannuation trustees, institutional clients, unit-holders in
managed investment schemes or personal investors. One way Invesco represents its
clients in matters of corporate governance is through the proxy voting process.
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This policy sets out Invesco Australias approach to proxy voting in the context of
portfolio management, client service responsibilities and corporate governance
principles.
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This policy applies to;
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all Australian based and managed funds and mandates, in accordance with
IFSA Standard No. 13.00 October 2004, clause 9.1 and footnote #3.
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This policy does not apply;
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where investment management of an international fund has been delegated to
an overseas Invesco company, proxy voting will rest with that delegated
manager.
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In order to facilitate its proxy voting process and to avoid conflicts of interest
where these may arise, Invesco may retain a professional proxy voting service to
assist with in-depth proxy research, vote recommendations, vote execution, and the
necessary record keeping.
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1.2
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Guiding Principles
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1.2.1
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The objective of Invescos Proxy Voting Policy is to promote the economic
interests of its clients. At no time will Invesco use the shareholding powers exercised
in respect of its clients investments to advance its own commercial interests, to
pursue a social or political cause that is unrelated to clients economic interests, or
to favour a particular client or other relationship to the detriment of others.
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1.2.2
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The involvement of Invesco as an institutional shareholder will not extend to
interference in the proper exercise of Board or management responsibilities, or impede
the ability of companies to take the calculated commercial risks which are essential
means of adding value for shareholders.
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1.2.3
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The primary aim of the policy is to encourage a culture of performance among
investee companies, rather than one of mere conformance with a prescriptive set of rules
and constraints.
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1.2.4
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Invesco considers that proxy voting rights are an important power, which if
exercised diligently can enhance client returns, and should be managed with the same
care as any other asset managed on behalf of its clients.
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1.2.5
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Invesco may choose not to vote on a particular issue if this results in shares
being blocked from trading for a period of more than 4
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E-27
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hours; it may not be in the interest of clients if the liquidity of investment
holdings is diminished at a potentially sensitive time, such as that around a
shareholder meeting.
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1.3
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Proxy Voting Authority
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1.3.1
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Authority Overview
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An important dimension of Invescos approach to corporate governance is the
exercise of proxy voting authority at the Annual General Meetings or other
decision-making forums of companies in which we manage investments on behalf of
clients.
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Proxy voting policy follows two streams, each defining where discretion to
exercise voting power should rest with Invesco as the investment manager
(including its ability to outsource the function), or with individual mandate
clients.
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Under the first alternative, Invescos role would be both to make voting
decisions, for pooled funds and on individual mandate clients behalf, and to
implement those decisions.
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Under the second alternative, where IM clients retain voting control, Invesco has no
role to play other than administering voting decisions under instructions from our
clients on a cost recovery basis.
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1.3.2
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Individually-Managed Clients
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IM clients may elect to retain voting authority or delegate this authority to Invesco.
If delegated, Invesco will employ either ISS or ASCI guidelines (selected at
inception by the client) but at all times Invesco Investment Managers will retain the
ability to override any decisions in the interests of the client. Alternate overlays
and ad hoc intervention will not be allowed without Board approval.
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In cases where voting authority is delegated by an individually-managed client,
Invesco recognises its responsibility to be accountable for the decisions it makes.
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Some individually-managed clients may wish to retain voting authority for themselves,
or to place conditions on the circumstances in which it can be exercised by investment
managers
1
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The choice of this directive will occur at inception or at major review events only.
Individually managed clients will not be allowed to move on an ad hoc basis between
delegating control to the funds manager and full direct control.
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1
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In practice, it is believed that this option
is generally only likely to arise with relatively large clients such as
trustees of major superannuation funds or statutory corporations that have the
resources to develop their own policies and to supervise their implementation
by investment managers and custodians. In particular, clients who have
multiple equity managers and utilise a master custody arrangement may be more
likely to consider retaining voting authority in order to ensure consistency of
approach across their total portfolio. Such arrangements will be costed into
administration services at inception.
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E-28
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1.3.3
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Pooled Fund Clients
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The funds manager is required to act solely in the collective
interests of unit holders at large rather than as a direct agent or delegate
of each unit holder. The legal relationship that exists means it is not
possible for the manager to accept instructions from a particular pooled fund
client as to how to exercise proxy voting authority in a particular instance.
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Invescos accountability to pooled fund clients in exercising its fiduciary
responsibilities is best addressed as part of the managers broader client
relationship and reporting responsibilities.
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In considering proxy voting issues arising in respect of
pooled fund shareholdings, Invesco will act solely in accordance with its
fiduciary responsibility to take account of the collective interests of unit
holders in the pooled fund as a whole.
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All proxy voting decisions may be delegated to an outsourced
provider, but Invesco investment managers will retain the ability to override
these decisions in the interests of fund unit holders.
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1.4
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Key Proxy Voting Issues
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1.4.1
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Issues Overview
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Invesco will consider voting requirements on all issues at all company meetings
directly or via an outsourced provider. We will generally not announce our voting
intentions and the reasons behind them.
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1.4.2
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Portfolio Management Issues
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Invesco does not consider it feasible or desirable to prescribe in advance
comprehensive guidelines as to how it will exercise proxy voting authority in all
circumstances. The primary aim of Invescos approach to corporate governance is
to encourage a culture of performance among the companies in which we invest in
order to add value to our clients portfolios, rather than one of mere conformance
with a prescriptive set of rules and constraints.
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As a general rule, Invesco will vote against any actions that will reduce the
rights or options of shareholders, reduce shareholder influence over the board of
directors and management, reduce the alignment of interests between management and
shareholders, or reduce the value of shareholders investments, unless balanced by
reasonable increase in net worth of the shareholding.
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Where appropriate, Invesco will also use voting powers to influence companies to
adopt generally accepted best corporate governance practices in areas such as
board composition, disclosure policies and the other areas of recommended
corporate governance practice.
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Administrative constraints are highlighted by the fact that many issues on which
shareholders are in practice asked to vote are routine matters relating to
the ongoing administration of the company eg. approval of financial
accounts or housekeeping amendments to Articles of Association. Generally in
such cases,
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E-29
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Invesco will be in favour of the motion as most companies take seriously their
duties and are acting in the best interests of shareholders. However, reasonable
consideration of issues and the actual casting of a vote on all such resolutions
would entail an unreasonable administrative workload and cost. For this reason,
Invesco may outsource all or part of the proxy voting function at the expense of
individual funds. Invesco believes that an important consideration in the framing
of a proxy voting policy is the need to avoid unduly diverting resources from our
primary responsibilities to add value to our clients investments through
portfolio management and client service.
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1.5
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Internal Proxy Voting Procedure
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In situations where an override decision is required to be made or where the
outsourced provider has recused itself from a vote recommendation, the
responsible Investment Manager will have the final say as to how a vote will be
cast.
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In the event that a voting decision is considered not to be in the best
interests of a particular client or where a vote is not able to be cast, a
meeting may be convened at any time to determine voting intentions. The meeting
will be made up of at least three of the following:
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Chief Executive Officer;
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Head of Operations & Finance;
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Head of either Legal or Compliance; and
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Relevant Investment Manager(s).
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Invesco will keep records of its proxy voting activities, directly or through outsourced
reporting.
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Upon client election, Invesco will report quarterly or annually to the client on proxy
voting activities for investments owned by the client.
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A record will be kept of the voting decision in each case by Invesco or its outsourced
provider. Invesco will disclose on an annual basis, a summary of its proxy voting
statistics on its website as required by IFSA standard No. 13 Proxy Voting.
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E-30
Voting Rights Policy
This document sets out the high level Proxy Voting policy of
Invesco Asset
Management GmbH and Invesco Kapitalanlagegesellschaft mbH. The principles within this
policy are followed by both Invesco Asset Management GmbH and Invesco
Kapitalanlagegesellschaft mbH or to any of its delegates as applicable
Introduction:
Invesco Asset Management GmbH and Invesco Kapitalanlagegesellschaft mbH is committed to
the fair and equitable treatment of all its clients. As such Invesco Asset Management GmbH
and Invesco Kapitalanlagegesellschaft mbH has put in place procedures to ensure that
voting rights attached to securities within a UCITS for which it is the Management Company
are exercised where appropriate and in the best interests of the individual UCITS itself.
Where Invesco Asset Management GmbH and Invesco Kapitalanlagegesellschaft mbH delegates
the activity of Investment Management it will ensure that the delegate has in place
policies and procedures consistent with the principles of this policy.
Outline of Voting Rights Process
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Voting opportunities which exist in relation to securities within each individual
UCITS are monitored on an ongoing basis in order to ensure that advantage can be
taken of any opportunity that arises to benefit the individual UCITS.
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It is has been identified that a voting opportunity exist, an investment decisions is
taken whether or not the opportunity to vote should be exercised and, if relevant, the
voting decision to be taken. Considerations which are taken into account include:
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the cost of participating in the vote relative to the potential benefit to the UCITS
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the impact of participation in a vote on the liquidity of the securities creating
the voting opportunity due to the fact that some jurisdictions will require that the
securities are not sold for a period if they are the subject of a vote.
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Other factors as deemed appropriate by the Investment Manager in relation to the
investment objectives and policy of the individual UCITS.
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It may be the case that an investment decision is taken not to participate in a vote. Such
decisions can be equally appropriate due to the considerations applied by the investment
team to determine the relative benefit to the individual UCITS, based on criteria such as
fund size, investment objective, policy and investment strategy applicable.
E-31
Information on Voting Activity:
Further information on votes which were available to individual UCITS and actions taken
are available to unitholders free of charge and by request to the UCITS Management
Company.
Conflicts of Interest:
(name of management company) has a Conflict of Interest Policy which outlines the
principles for avoiding, and where not possible, managing conflicts of interest. At no
time will Invesco use shareholding powers in respect of individual UCITS to advance its
own commercial interests, to pursue a social or political cause that is unrelated to a
UCITS economic interests, or to favour another UCITS or client or other relationship to
the detriment of others. This policy is available, free of cost, from the (name of
Management Company.)
E-32
B6. Proxy Voting
Policy Number: B-6 Effective Date: May 1,
2001 Revision Date: December 2010
1.
Purpose and Background
In its trusteeship and management of mutual funds, Invesco Trimark acts as fiduciary to the
Fund and must act in its best interest.
2.
Application
Invesco Trimark will make every effort to exercise all voting rights with respect to
securities held in the accounts (Accounts) that it acts as investment fund manager and/or adviser
including separately managed portfolios (SMPs), investment funds offered in Canada (Canadian
Funds), investment funds registered under and governed by the US Investment Company Act of 1940,
as amended, and to which Invesco Trimark provides advisory services (the US Funds).but excluding
Accounts (Sub-Advised Accounts) that are sub-advised to affiliated or third party advisers
(Sub-Advisers) to provide investment advice to such accounts. Proxies for Sub-Advised Accounts
will be voted in accordance with the Sub-Advisers policy, unless the sub-advisory agreement or
investment management agreement between the client and Invesco Trimark provides otherwise.
Unless the investment management agreement between Invesco Trimark and its client provides
otherwise, Invesco Trimarks portfolio managers have responsibility for exercising all proxy votes
and in doing so, for acting in the best interest of the Account. Portfolio managers must vote
proxies in accordance with the Invesco Trimark Proxy Voting Guidelines (the Guidelines), as
amended from time to time, a copy of which is attached to this policy.
When a proxy is voted against the recommendation of the publicly traded companys management,
the portfolio manager or designate will provide to the Chief Investment Officer (CIO) the reasons
in writing for any vote in opposition to managements recommendation.
Invesco Trimark may delegate to a third party the responsibility to vote proxies on behalf of
all or certain Accounts, in accordance with the Guidelines.
3.
Proxy Administration, Records Management and Data Retention
3.1 Proxy Administration
Invesco Trimark has a dedicated proxy team within the Investment Operations and Support
department (Proxy Team). This team is responsible for managing all proxy voting materials. The
Proxy Team endeavours to ensure that all proxies and notices are received from all issuers on a
timely basis.
E-33
Proxy voting circulars for all companies are received electronically through an external
service provider. Circulars for North American companies and ADRs are generally also received in
paper format.
Once a circular is received, the Proxy Team verifies that all shares and Accounts affected are
correctly listed. The Proxy Team then gives a copy of the proxy ballot to each affected portfolio
manager and maintains a tracking list to ensure that all proxies are voted within the prescribed
deadlines.
Once voting information has been received from the portfolio managers, voting instructions are
sent electronically to the service provider who then forwards the instructions to the appropriate
proxy voting agent or transfer agent.
3.2 Records Management and Data Retention
Invesco Trimark will maintain for all Accounts a record of all proxies received, a record of
votes cast and a copy of the reasons for voting against management. In addition, for the US Funds
Invesco Trimark will maintain a copy of any document created by Invesco Trimark that was material
to making a decision how to vote proxies on behalf of a U.S. Fund and that memorializes the basis
of that decision.
The external proxy service provider retains on behalf of Invesco Trimark electronic records of
the votes cast and agrees to provide Invesco Trimark with a copy of proxy records promptly upon
request. The service provider must make all documents available to Invesco Trimark for a period of
7 years.
In the event that Invesco Trimark ceases to use an external service provider, all documents
would be maintained and preserved in an easily accessible place i) for a period of 2 years where
Invesco Trimark carries on business in Canada and ii) for a period of 5 years thereafter at the
same location or at any other location.
4.
Reporting
The CIO will report on proxy voting to the Compliance Committees of the Invesco Trimark Fund
Advisory Board and the Boards of Directors of Invesco Trimark Canada Fund Inc. and Invesco Trimark
Corporate Class Inc. (collectively, the Board Compliance Committees) on an annual basis with
respect to all Canadian Funds and investment funds managed by Invesco Trimark but sub-advised by a
Sub-Adviser. The CIO will report on proxy voting to the Board of Directors of the US Funds as
required from time to time.
In accordance with National Instrument 81-106 (NI 81-106), proxy voting records for all
Canadian mutual funds must be prepared annually (for the period ended June 30) and must be posted
on Invesco Trimarks website no later than August 31st of each year.
The Invesco Trimark Compliance department (Compliance department) will review a sample of
the proxy voting records posted on Invesco Trimarks website on an annual basis to confirm that the
records are posted by the August 31st deadline under NI 81-106.
E-34
A summary of the review will be
maintained and preserved by the Compliance department in an easily accessible place i) for a period
of 2 years where Invesco Trimark
carries on business in Canada and ii) for a period of 5 years thereafter at the same location or at
any other location.
E-35
INVESCO TRIMARK
PROXY VOTING GUIDELINES
Purpose
The purpose of this document is to describe Invesco Trimarks general guidelines for voting
proxies received from companies held in the accounts (Accounts) for which it acts as investment
fund manager and/or adviser including separately managed portfolios (SMPs), investment funds
offered in Canada (Canadian Funds) and investment funds registered under and governed by the US
Investment Company Act of 1940, as amended, and to which Invesco Trimark provides advisory services
(the US Funds) but excluding Accounts (Sub-Advised Accounts) that are sub-advised by affiliated
or third party advisers (Sub-Advisers) to provide investment advice to such accounts. Proxies
for Sub-Advised Accounts will be voted in accordance with the Sub-Advisers policy, unless the
sub-advisory agreement or investment advisory agreement between the client and Invesco Trimark
provides otherwise.
As part of its due diligence, the Invesco Trimark Compliance department will review the proxy
voting policies & procedures of any new sub-advisors to ensure that they are appropriate in the
circumstances.
Introduction
Invesco Trimark has a fiduciary obligation to act in the best long-term economic interest of
the Accounts when voting proxies of portfolio companies.
The default is to vote with the recommendation of the publicly traded companys management.
As a general rule, Invesco Trimark shall vote against any actions that would:
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reduce the rights or options of shareholders,
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reduce shareholder influence over the board of directors and management,
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reduce the alignment of interests between management and shareholders, or
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reduce the value of shareholders investments.
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At the same time, since Invesco Trimarks Toronto-based portfolio managers follow an
investment discipline that includes investing in companies that are believed to have strong
management teams, the portfolio managers will generally support the management of companies in
which they invest, and will accord proper weight to the recommendations of company management.
Therefore, in most circumstances, votes will be cast in accordance with the recommendations of
company management.
E-36
While Invesco Trimarks proxy voting guidelines are stated below, the portfolio managers will
take into consideration all relevant facts and circumstances (including
country specific considerations), and retain the right to vote proxies as deemed appropriate.
These guidelines may be amended from time to time.
Conflicts of Interest
When voting proxies, Invesco Trimarks portfolio managers assess whether there are material
conflicts of interest between Invesco Trimarks interests and those of the Account. A potential
conflict of interest situation may include where Invesco Trimark or an affiliate manages assets
for, provides other financial services to, or otherwise has a material business relationship with,
a company whose management is soliciting proxies, and failure to vote in favour of management of
the company may harm Invesco Trimarks relationship with the company. In all situations, the
portfolio managers will not take Invesco Trimarks relationship with the company into account, and
will vote the proxies in the best interest of the Account. To the extent that a portfolio manager
has any personal conflict of interest with respect to a company or an issue presented, that
portfolio manager should abstain from voting on that company or issue. Portfolio managers are
required to report to the CIO any such conflicts of interest and/or attempts by outside parties to
improperly influence the voting process. The CIO will report any conflicts of interest to the
Trading Committee and the Independent Review Committee on an annual basis.
I. BOARDS OF DIRECTORS
We believe that a board that has at least a majority of independent directors is integral to
good corporate governance. Unless there are restrictions specific to a companys home
jurisdiction, key board committees, including audit and compensation committees, should be
completely independent.
Voting on Director Nominees in Uncontested Elections
Votes in an uncontested election of directors are evaluated on a
case-by-case
basis,
considering factors that may include:
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Long-term company performance relative to a market index,
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Composition of the board and key board committees,
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Nominees attendance at board meetings,
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Nominees time commitments as a result of serving on other company boards,
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Nominees investments in the company,
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Whether the chairman is also serving as CEO, and
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Whether a retired CEO sits on the board.
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Voting on Director Nominees in Contested Elections
Votes in a contested election of directors are evaluated on a
case-by-case
basis, considering
factors that may include:
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Long-term financial performance of the target company relative to its industry,
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Managements track record,
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Background to the proxy contest,
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Qualifications of director nominees (both slates),
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Evaluation of what each side is offering shareholders as well as the likelihood
that the proposed objectives and goals can be met, and
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Stock ownership positions.
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Majority Threshold Voting for Director Elections
We will generally vote
for
proposals that require directors to be elected with an affirmative
majority of votes cast unless the relevant portfolio manager believes that the company has adopted
formal corporate governance principles that present a meaningful alternative to the majority voting
standard.
Separating Chairman and CEO
Shareholder proposals to separate the chairman and CEO positions should be evaluated on a
case-by-case
basis.
While we generally support these proposals, some companies have governance structures in place
that can satisfactorily counterbalance a combined position. Voting decisions will take into
account factors such as:
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Designated lead director, appointed from the ranks of the independent board members
with clearly delineated duties;
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Majority of independent directors;
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All-independent key committees;
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Committee chairpersons nominated by the independent directors;
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CEO performance is reviewed annually by a committee of outside directors; and
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Established governance guidelines.
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Majority of Independent Directors
While we generally support proposals asking that a majority of directors be independent, each
proposal should be evaluated on a case-by-case basis.
We generally vote for proposals that request that the boards audit, compensation, and/or
nominating committees be composed exclusively of independent directors.
Stock Ownership Requirements
We believe that individual directors should be appropriately compensated and motivated to act
in the best interests of shareholders. Share ownership by directors better aligns their interests
with those of other shareholders. Therefore, we believe that meaningful share ownership by
directors is in the best interest of the company.
We generally vote
for
proposals that require a certain percentage of a directors compensation
to be in the form of common stock.
Size of Boards of Directors
We believe that the number of directors is important to ensuring the boards effectiveness in
maximizing long-term shareholder value. The board must be large enough to allow it to adequately
discharge its responsibilities, without being so large that it becomes cumbersome.
While we
will prefer a board of no fewer than 5 and no more than 16 members, each situation
will be considered on a
case-by-case
basis taking into consideration the specific company
circumstances.
Classified or Staggered Boards
In a classified or staggered board, directors are typically elected in two or more classes,
serving terms greater than one year.
We prefer the annual election of all directors and will generally
not support
proposals that
provide for staggered terms for board members. We recognize that there may be jurisdictions where
staggered terms for board members is common practice and, in such situations, we will review the
proposals on a
case-by-case
basis.
Director Indemnification and Liability Protection
We recognize that many individuals may be reluctant to serve as corporate directors if they
are personally liable for
all
lawsuits and legal costs. As a result, limitations on
E-39
directors liability can benefit the corporation and its shareholders by helping to attract and
retain qualified directors while providing recourse to shareholders on areas of misconduct by
directors.
We generally vote
for
proposals that limit directors liability and provide indemnification as
long as the arrangements are limited to the director acting honestly and in good faith
with a view to the best interests of the corporation and, in criminal matters, are limited to the
director having reasonable grounds for believing the conduct was lawful.
II. AUDITORS
A strong audit process is a requirement for good corporate governance. A significant aspect
of the audit process is a strong relationship with a knowledgeable and independent set of auditors.
Ratification of Auditors
We believe a company should limit its relationship with its auditors to the audit engagement,
and certain closely related activities that do not, in the aggregate, raise an appearance of
impaired independence.
We generally vote
for
the reappointment of the companys auditors unless:
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It is not clear that the auditors will be able to fulfill their function;
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There is reason to believe the auditors have rendered an opinion that is neither
accurate nor indicative of the companys financial position; or
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The auditors have a significant professional or personal relationship with the
issuer that compromises their independence.
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Disclosure of Audit vs. Non-Audit Fees
Understanding the fees earned by the auditors is important for assessing auditor independence.
Our support for the re-appointment of the auditors will take into consideration whether the
management information circular contains adequate disclosure about the amount and nature of audit
vs. non-audit fees.
There may be certain jurisdictions that do not currently require disclosure of audit vs.
non-audit fees. In these circumstances, we will generally
support
proposals that call for this
disclosure.
III. COMPENSATION PROGRAMS
Appropriately designed equity-based compensation plans, approved by shareholders, can be an
effective way to align the interests of long-term shareholders and the interests of management,
employees and directors. Plans should not substantially dilute shareholders ownership interests
in the company, provide participants with excessive
E-40
awards or have objectionable structural
features. We will consider each compensation plan in its entirety (including all incentives,
awards and other compensation) to determine if the plan provides the right incentives to managers
and directors and is reasonable on the whole.
While we generally encourage companies to provide more transparent disclosure related to their
compensation programs, the following are specific guidelines dealing with some
of the more common features of these programs (features not specifically itemized below will be
considered on a
case-by-case
basis taking into consideration the general principles described
above):
Cash Compensation and Severance Packages
We will generally
support
the boards discretion to determine and grant appropriate cash
compensation and severance packages.
Executive Compensation (say on pay)
Proposals requesting that companies subject each years compensation record to a non binding
advisory shareholder vote, or so-called say on pay proposals will be evaluated on a
case-by-case
basis.
Equity Based Plans Dilution
Equity compensation plans can increase the number of shares of a company and therefore dilute
the value of existing shares. While such plans can be an effective compensation tool in moderation,
they can be a concern to shareholders and their cost needs to be closely watched. We assess
proposed equity compensation plans on a
case-by-case
basis.
Employee Stock Purchase Plans
We will generally vote
for
the use of employee stock purchase plans to increase company stock
ownership by employees, provided that shares purchased under the plan are acquired for no less than
85% of their market value. It is recognized that country specific circumstances may exist (e.g.
tax issues) that require proposals to be reviewed on a
case-by-case
basis.
Loans to Employees
We will vote
against
the corporation making loans to employees to allow employees to pay for
stock or stock options. It is recognized that country specific circumstances may exist that
require proposals to be reviewed on a
case-by-case
basis.
Stock Option Plans Board Discretion
We will vote
against
stock option plans that give the board broad discretion in setting the
terms and conditions of the programs. Such programs should be submitted with detail
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and be
reasonable in the circumstances regarding their cost, scope, frequency and schedule for exercising
the options.
Stock Option Plans Inappropriate Features
We will generally vote
against
plans that have any of the following structural features:
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ability to re-price underwater options without shareholder approval,
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ability to issue options with an exercise price below the stocks current market
price,
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ability to issue reload options, or
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automatic share replenishment (evergreen) features.
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Stock Option Plans Director Eligibility
While we prefer stock ownership by directors, we will
support
stock option plans for directors
as long as the terms and conditions of director options are clearly defined
Stock Option Plans Repricing
We will vote
for
proposals to re-price options if there is a value-for-value (rather than a
share-for-share) exchange.
Stock Option Plans Vesting
We will vote
against
stock option plans that are 100% vested when granted.
Stock Option Plans Authorized Allocations
We will generally vote
against
stock option plans that authorize allocation of 25% or more of
the available options to any one individual.
Stock Option Plans Change in Control Provisions
We will vote
against
stock option plans with change in control provisions that allow option
holders to receive more for their options than shareholders would receive for their shares.
IV. CORPORATE MATTERS
We will review proposals relating to changes to capital structure and restructuring on a
case-by-case basis, taking into consideration the impact of the changes on corporate governance and
shareholder rights, anticipated financial and operating benefits, portfolio manager views, level of
dilution, and a companys industry and performance in terms of shareholder returns.
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Common Stock Authorization
We will review proposals to increase the number of shares of common stock authorized for issue
on a
case-by-case
basis.
Dual Class Share Structures
Dual class share structures involve a second class of common stock with either superior or
inferior voting rights to those of another class of stock.
We will generally vote
against
proposals to create or extend dual class share structures where
classes have different voting rights.
Stock Splits
We will vote
for
proposals to increase common share authorization for a stock split, provided
that the increase in authorized shares would not result in excessive dilution given a companys
industry and performance in terms of shareholder returns.
Reverse Stock Splits
We will vote
for
proposals to implement a reverse stock split, provided that the reverse split
does not result in an increase of authorized but unissued shares of more than 100% after giving
effect to the shares needed for the reverse split.
Share Repurchase Programs
We will vote
against
proposals to institute open-market share repurchase plans if all
shareholders do not participate on an equal basis.
Reincorporation
Reincorporation involves re-establishing the company in a different legal jurisdiction.
We will generally vote
for
proposals to reincorporate the company provided that the board and
management have demonstrated sound financial or business reasons for the move. Proposals to
reincorporate will generally
not be supported
if solely as part of an anti-takeover defense or as a
way to limit directors liability.
Mergers & Acquisitions
We will vote
for
merger & acquisition proposals that the relevant portfolio managers believe,
based on their review of the materials:
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will result in financial and operating benefits,
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have a fair offer price,
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have favourable prospects for the combined companies, and
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will not have a negative impact on corporate governance or shareholder rights.
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V. SOCIAL RESPONSIBILITY
We recognize that to effectively manage a corporation, directors and management must consider
not only the interests of shareholders, but the interests of employees, customers, suppliers, and
creditors, among others.
We believe that companies and their boards must give careful consideration to social
responsibility issues in order to enhance long-term shareholder value.
We
support
efforts by companies to develop policies and practices that consider social
responsibility issues related to their businesses.
VI. SHAREHOLDER PROPOSALS
Shareholder proposals can be extremely complex, and the impact on the interests of all
stakeholders can rarely be anticipated with a high degree of confidence. As a result, shareholder
proposals will be reviewed on a
case-by-case
basis with consideration of factors such as:
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the proposals impact on the companys short-term and long-term share value,
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its effect on the companys reputation,
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the economic effect of the proposal,
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industry and regional norms applicable to the company,
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the companys overall corporate governance provisions, and
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the reasonableness of the request.
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We will generally
support
shareholder proposals that require additional disclosure regarding
corporate responsibility issues where the relevant portfolio manager believes:
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the company has failed to adequately address these issues with shareholders,
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there is information to suggest that a company follows procedures that are not in
compliance with applicable regulations, or
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the company fails to provide a level of disclosure that is comparable to industry
peers or generally accepted standards.
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We will generally
not support
shareholder proposals that place arbitrary or artificial
constraints on the board, management or the company.
Ordinary Business Practices
We will generally
support
the boards discretion regarding shareholder proposals that involve
ordinary business practices.
Protection of Shareholder Rights
We will generally vote
for
shareholder proposals that are designed to protect shareholder
rights if the companys corporate governance standards indicate that such additional protections
are warranted.
Barriers to Shareholder Action
We will generally vote
for
proposals to lower barriers to shareholder action.
Shareholder Rights Plans
We will generally vote
for
proposals to subject shareholder rights plans to a shareholder vote.
VII. OTHER
We will vote
against
any proposal where the proxy materials lack sufficient information upon
which to base an informed decision.
We will vote
against
any proposals to authorize the company to conduct any other business that
is not described in the proxy statement (including the authority to approve any further amendments
to an otherwise approved resolution).
Reimbursement of Proxy Solicitation Expenses
Decisions to provide reimbursement for dissidents waging a proxy contest are made on a
case-by-case
basis.
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Invesco Hong Kong Limited
PROXY VOTING POLICY
1 February 2010
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TABLE OF CONTENTS
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Introduction
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1. Guiding Principles
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2. Proxy Voting Authority
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3. Key Proxy Voting Issues
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4. Internal
Administration and Decision-Making Process
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5. Client Reporting
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INTRODUCTION
This policy sets out Invescos approach to proxy voting in the context of our broader
portfolio management and client service responsibilities. It applies to Asia related
equity portfolios managed by Invesco on behalf of individually-managed clients and
pooled fund clients
Invescos proxy voting policy is expected to evolve over time to cater for changing
circumstances or unforeseen events.
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1. GUIDING PRINCIPLES
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1.1
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Invesco recognises its fiduciary obligation to act in the best interests of all
clients, be they retirement scheme trustees, institutional clients, unitholders in pooled
investment vehicles or personal investors. The application of due care and skill in
exercising shareholder responsibilities is a key aspect of this fiduciary obligation.
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1.2
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The sole objective of Invescos proxy voting policy is to promote the economic
interests of its clients. At no time will Invesco use the shareholding powers exercised
in respect of its clients investments to advance its own commercial interests, to pursue
a social or political cause that is unrelated to clients economic interests, or to favour
a particular client or other relationship to the detriment of others.
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1.3
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Invesco also recognises the broader chain of accountability that exists in the proper
governance of corporations, and the extent and limitations of the shareholders role in
that process. In particular, it is recognised that company management should ordinarily
be presumed to be best placed to conduct the commercial affairs of the enterprise
concerned, with prime accountability to the enterprises Board of Directors which is in
turn accountable to shareholders and to external regulators and exchanges. The
involvement of Invesco as an institutional shareholder will not extend to interference in
the proper exercise of Board or management responsibilities, or impede the ability of
companies to take the calculated commercial risks which are essential means of adding
value for shareholders.
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1.4
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The primary aim of the policy is to encourage a culture of performance among investee
companies, rather than one of mere conformance with a prescriptive set of rules and
constraints. Rigid adherence to a checklist approach to corporate governance issues is of
itself unlikely to promote the maximum economic performance of companies, or to cater for
circumstances in which non-compliance with a checklist is appropriate or unavoidable.
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1.5
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Invesco considers that proxy voting rights are an asset which should be managed with
the same care as any other asset managed on behalf of its clients.
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E-49
2. PROXY VOTING AUTHORITY
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2.1
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An important dimension of Invescos approach to corporate governance is the exercise
of proxy voting authority at the Annual General Meetings or other decision-making forums
of companies in which we manage investments on behalf of clients.
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2.2
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An initial issue to consider in framing a proxy voting policy is the question of
where discretion to exercise voting power should rest with Invesco as the investment
manager, or with each individual client? Under the first alternative, Invescos role
would be both to make voting decisions on clients behalf and to implement those
decisions. Under the second alternative, Invesco would either have no role to play, or
its role would be limited solely to implementing voting decisions under instructions from
our clients.
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2.3
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In addressing this issue, it is necessary to distinguish the different legal
structures and fiduciary relationships which exist as between individually-managed
clients, who hold investments directly on their own accounts, and pooled fund clients,
whose investments are held indirectly under a trust structure.
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2.4
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Individually-Managed Clients
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2.4.1
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As a matter of general policy, Invesco believes that unless a clients mandate gives
specific instructions to the contrary, discretion to exercise votes should normally rest
with the investment manager, provided that the discretion is always exercised in the
clients interests alone.
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2.4.2
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The reason for this position is that Invesco believes that, with its dedicated
research resources and ongoing monitoring of companies, an investment manager is usually
better placed to identify issues upon which a vote is necessary or desirable. We believe
it is also more practical that voting discretion rests with the party that has the
authority to buy and sell shares, which is essentially what investment managers have been
engaged to do on behalf of their clients.
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2.4.3
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In cases where voting authority is delegated by an individually-managed client,
Invesco recognises its responsibility to be accountable for the decisions it makes. If a
client requires, an appropriate reporting mechanism will be put in place.
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2.4.4
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While it is envisaged that the above arrangements will be acceptable in the majority
of cases, it is recognised that some individually-managed clients will wish to retain
voting authority for themselves, or to place conditions on the circumstances in which it
can be exercised by investment managers. In practice, it is believed that this option is
generally only likely to arise with relatively large clients such as trustees of major
superannuation funds or statutory corporations which have the resources to develop their
own policies and to supervise their implementation by investment managers and custodians.
In particular, clients who have multiple equity managers and utilise a master custody
arrangement may be more likely to consider retaining
voting authority in order to ensure consistency of approach across their total
portfolio.
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2.4.5
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In any event, whatever decision is taken as to where voting authority should lie,
Invesco believes that the matter should be explicitly covered by the terms of the
investment management agreement and clearly understood by the respective parties.
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2.4.6
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Accordingly, Invesco will pursue the following policies with respect to the exercise
of proxy voting authority for individually-managed clients:
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PROXY VOTING AUTHORITY
Individually-Managed Clients
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Unless an individually-managed client wishes to retain proxy voting authority, Invesco
will assume proxy voting authority by way of delegation from the client, provided that
the allocation of proxy voting responsibility is clearly set out in the investment
management agreement.
In the case of clients who wish to place special conditions on the delegation of proxy
voting powers, Invesco will endeavour to accommodate those clients requirements as far
as practicable, subject to any administrative obstacles or additional costs that might
arise in implementing the conditions.
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2.5
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Pooled Fund Clients
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2.5.1
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The legal relationship between an investment manager and its pooled fund clients is
different in a number of important respects from that applying to individually-managed
clients. These differences have a bearing on how proxy voting authority is exercised on
behalf of pooled fund clients.
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2.5.2
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These legal relationships essentially mean that the manager is required to act
solely in the collective interests of unitholders at large rather than as a direct agent
or delegate of each unitholder. On the issue of proxy voting, as with all other aspects
of our client relationships, Invesco will naturally continue to be receptive to any views
and concerns raised by its pooled fund clients. However, the legal relationship that
exists means it is not possible for the manager to accept instructions from a particular
pooled fund client as to how to exercise proxy voting authority in a particular instance.
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2.5.3
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As in the case of individually-managed clients who delegate their proxy voting
authority, Invescos accountability to pooled fund clients in exercising its fiduciary
responsibilities is best addressed as part of the managers broader client relationship
and reporting responsibilities.
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2.5.4
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Accordingly, Invesco will pursue the following policies with respect to the exercise
of proxy voting authority for pooled fund clients:
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PROXY VOTING AUTHORITY
Pooled Fund Clients
In considering proxy voting issues arising in respect of pooled fund shareholdings,
Invesco will act solely in accordance with its fiduciary responsibility to take account
of the collective interests of unitholders in the pooled fund as a whole.
Invesco cannot accept instructions from individual unitholders as to the exercise of
proxy voting authority in a particular instance.
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3. KEY PROXY VOTING ISSUES
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3.1
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This section outlines Invescos intended approach in cases where proxy voting
authority is being exercised on clients behalf.
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3.2
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Invesco will vote on all material issues at all company meetings where it has the
voting authority and responsibility to do so. We will not announce our voting intentions
and the reasons behind them.
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3.3
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Invesco applies two underlying principles. First, our interpretation of material
voting issues is confined to those issues which affect the value of shares we hold on
behalf of clients and the rights of shareholders to an equal voice in influencing the
affairs of companies in proportion to their shareholdings. We do not consider it
appropriate to use shareholder powers for reasons other than the pursuit of these economic
interests. Second, we believe that a critical factor in the development of an optimal
corporate governance policy is the need to avoid unduly diverting resources from our
primary responsibilities to add value to our clients portfolios through investment
performance and client service.
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3.4
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In order to expand upon these principles, Invesco believes it is necessary to
consider the role of proxy voting policy in the context of broader portfolio management
and administrative issues which apply to our investment management business as a whole.
These are discussed as follows.
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3.5
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Portfolio Management Issues Active Equity Portfolios
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3.5.1
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While recognising in general terms that issues concerning corporate governance
practices can have a significant bearing on the financial performance of companies, the
primary criterion for the selection and retention of a particular stock in active equity
portfolios remains our judgment that the stock will deliver superior investment
performance for our clients, based on our investment themes and market analysis.
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3.5.2
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In view of these dynamics, Invesco does not consider it feasible or desirable to
prescribe in advance comprehensive guidelines as to how it will exercise proxy voting
authority in all circumstances. The primary aim of Invescos approach to corporate
governance is to encourage a culture of performance among the companies in which we manage
investments in order to add value to our clients portfolios, rather than one of mere
conformance with a prescriptive set of rules and constraints.
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3.5.3
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Nevertheless, Invesco has identified a limited range of issues upon which it will
always exercise proxy voting authority either to register disapproval of management
proposals or to demonstrate support for company initiatives through positive use of voting
powers. These issues are outlined as follows:
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KEY VOTING ISSUES
Major Corporate Proposals
Invesco will always vote on the following issues arising in company General Meetings
where it has the authority to do so on behalf of clients.
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contentious issues (eg. issues of perceived national interest, or where there has been extensive press coverage or public comment);
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approval of changes of substantial shareholdings;
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mergers or schemes of arrangement; and
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approval of major asset sales or purchases.
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As a general rule, Invesco will vote against any actions that will reduce the rights or
options of shareholders, reduce shareholder influence over the board of directors and
management, reduce the alignment of interests between management and shareholders, or
reduce the value of shareholders investments, unless balanced by reasonable increase
in net worth of the shareholding.
E-52
Where appropriate, Invesco will also use voting powers to influence companies to adopt
generally accepted best corporate governance practices in areas such as board
composition, disclosure policies and the other areas of recommended corporate
governance practice.
Invescos approach to significant proxy voting issues which fall outside these areas
will be addressed on their merits.
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3.6
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Administrative Issues
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3.6.1
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In addition to the portfolio management issues outlined above, Invescos proxy
voting policy also takes account of administrative and cost implications, together with
the size of our holdings as compared to the issue size, involved in the exercise of proxy
voting authority on our clients behalf.
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3.6.2
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There are practical constraints to the implementation of proxy voting decisions.
Proxy voting is a highly seasonal activity, with most company Annual General Meetings
being collapsed into a few months, with short deadlines for the distribution and return of
notice papers, multiple resolutions from multiple companies being considered
simultaneously, and under a legal system which is essentially dependent upon paper-based
communication and record-keeping.
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3.6.3
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In addition, for investment managers such as Invesco who do not invest as
principals and who consequently do not appear directly on the share registers of
companies, all of these communications are channelled through external custodians, among
whom there is in turn a considerable variation in the nature and quality of systems to
deal with the flow of information.
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3.6.4
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While Invesco has the systems in place to efficiently implement proxy voting
decisions when required, it can be seen that administrative and cost considerations by
necessity play an important role in the application of a responsible proxy voting policy.
This is particularly so bearing in mind the extremely limited time period within which
voting decisions must often be made and implemented (which can in practice be as little as
a few days). This factor also explains why Invesco resists any suggestion that there
should be compulsory proxy voting on all issues, as in our view this would only increase
the costs to be borne by our clients with very little practical improvement in corporate
performance in most cases.
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3.6.5
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These administrative constraints are further highlighted by the fact that many
issues on which shareholders are in practice asked to vote are routine matters relating to
the ongoing administration of the company eg. approval of financial accounts or
housekeeping amendments to Articles of Association. Generally in such cases, we will be
in favour of the motion as most companies take seriously their duties and are acting in
the best interests of shareholders. However, the actual casting of a yes vote on all
such resolutions in our view would entail an unreasonable administrative workload and
cost.
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3.6.6
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Accordingly, Invesco believes that an important consideration in the framing of a
proxy voting policy is the need to avoid unduly diverting resources from our primary
responsibilities to add value to our clients investments through portfolio management and
client service. The policies outlined below have been prepared on this basis.
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KEY PROXY VOTING ISSUES
Administrative Constraints
In view of the administrative constraints and costs involved in the exercise of proxy
voting powers, Invesco may (depending on circumstances) not exercise its voting right
unless its clients portfolios in aggregate represent a significant proportion of the
shareholdings of the company in question.
A significant proportion in this context means 5% or more of the market
capitalisation of the company.
E-53
4. INTERNAL ADMINISTRATION & DECISION-MAKING PROCESS
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4.1
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The following diagram illustrates the procedures adopted by Invesco for the
administration of proxy voting:
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4.2
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As shown by the diagram, a central administrative role is performed by our
Corporate Action Team, located within the Client Administration section. The initial
role of the Corporate Action Team is to receive company notice papers via the range of
custodians who hold shares on behalf of our clients, to ascertain which client
portfolios hold the stock, and to initiate the decision-making process by distributing
the company notice papers to the Primary Investment Manager responsible for the company
in question.
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4.3
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A voting decision on each company resolution (whether a yes or no vote, or a
recommended abstention) is made by the Primary Investment Manager responsible for the
company in question. Invesco believes that this approach is preferable to the
appointment of a committee with responsibility for handling voting issues across all
companies, as it takes advantage of the expertise of individuals whose professional
lives are occupied by analysing particular companies and sectors, and who are familiar
with the issues facing particular companies through their regular company visits.
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4.4
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Moreover, the Primary Equity Manager has overall responsibility for the relevant
market and this ensures that similar issues which arise in different companies are
handled in a consistent way across the relevant market.
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4.5
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The voting decision is then documented and passed back to the Corporate Action
Team, who issue the voting instructions to each custodian in advance of the closing date
for receipt of proxies by the company. At the same time, the Corporate Action Team logs
all proxy voting activities for record keeping or client reporting purposes.
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4.6
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A key task in administering the overall process is the capture and dissemination
of data from companies and custodians within a time frame that makes exercising votes
feasible in practice. This applies particularly during the company Annual General
Meeting season, when there are typically a large number of proxy voting issues under
consideration simultaneously. Invesco has no control over the former dependency and
Invescos ability to influence a custodians service levels are limited in the case of
individually-managed clients, where the custodian is answerable to the client.
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E-54
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4.7
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The following policy commitments are implicit in these administrative and
decision-making processes:
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INTERNAL ADMINISTRATION AND DECISION-MAKING PROCESS
Invesco will consider all resolutions put forward in the Annual General Meetings or
other decision-making forums of all companies in which investments are held on behalf
of clients, where it has the authority to exercise voting powers. This consideration
will occur in the context of our policy on Key Voting Issues outlined in Section 3.
The voting decision will be made by the Primary Investment Manager responsible for the
market in question.
A written record will be kept of the voting decision in each case, and in case of an
opposing vote, the reason/comment for the decision.
Voting instructions will be issued to custodians as far as practicable in advance of
the deadline for receipt of proxies by the company. Invesco will monitor the
efficiency with which custodians implement voting instructions on clients behalf.
Invescos ability to exercise proxy voting authority is dependent on timely receipt of
notification from the relevant custodians.
E-55
5. CLIENT REPORTING
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5.1
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Invesco will keep records of its proxy voting activities.
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5.2
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Upon client request, Invesco will regularly report back to the client on proxy
voting activities for investments owned by the client.
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5.2
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The following points summarise Invescos policy commitments on the reporting of
proxy voting activities to clients (other than in cases where specific forms of client
reporting are specified in the clients mandate):
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CLIENT REPORTING
Where proxy voting authority is being exercised on a clients behalf, a statistical
summary of voting activity will be provided on request as part of the clients regular
quarterly report.
Invesco will provide more detailed information on particular proxy voting issues in
response to requests from clients wherever possible.
E-56
Guidelines on Exercising Shareholder Voting Rights and
Policies for Deciding on the Exercise of Shareholder Voting Rights
Invesco Asset Management (Japan) Limited
Enforcement Date: July 5, 2010
Revision Date: April 20, 2011
Authority to Amend or Abolish: Shareholders Voting Committee
E-57
Record of Amendments
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Date
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Content
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April 20, 2011
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Revision associated with review of proxy voting guideline
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E-58
Guidelines on Exercising of Shareholder Voting Rights and
Policy Decision Making Criteria
(Japanese Equities)
Policy and Objectives of Exercising Shareholder Voting Rights
Our company is cognizant of the importance of corporate governance, and exercises votes with the
sole objective of maximizing the long term interests of trustors (investors) and beneficiaries,
pursuant to our fiduciary duty as a trustee to the trustors (investors) and the beneficiaries. We
will not conduct any voting with an objective of own interest or that of any third party other than
the trustors (investors) or beneficiaries. The interests of trustors (investors) and beneficiaries
means the increasing of corporate value or the increasing of the economic interests of shareholders
or the preventing of damage thereto.
Significance of Guidelines on Exercising Shareholder Voting Rights
Our company has determined the Guidelines on Exercising of Shareholder Voting Rights in accordance
with our policy on exercising the voting rights of shareholders, for the purpose of exercising
votes in an appropriate manner, and will closely examine each proposal and determine the response
pursuant to these Guidelines.
Guidelines on Exercising Shareholder Voting Rights
(1) Financial Statements, Business Reports and Auditors Reports
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In principle we will vote in favor of a proposal requesting approval of the
financial statements, business reports and auditor reports, except in the following
circumstances:
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-
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Concerns exist about the settlement or auditing procedures; or
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-
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The relevant company has not answered shareholders questions concerning
matters that should be disclosed.
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(2) Allocation of Earned Surplus and Dividends
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A decision regarding a proposal requesting approval of the allocation of earned
surplus and dividends will be made in consideration of, inter alia, the financial condition
and the business performance of the relevant company as well as the economic interests of
shareholders.
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2.
Election of Directors
A decision regarding a proposal in connection with electing a director will be made in
consideration of, inter alia, the independence, suitability and existence or absence of any
antisocial activities in
E-59
the past on the part of a candidate for director. In the event that a candidate for director is a
reelection candidate, we will decide in consideration, inter alia, of the director candidates
engagement in corporate governance, accountability, the business performance of the company, and
the existence or absence of any antisocial act by the company during his or her term in the office.
Definition of the independence:
A person considered to be independent shall mean a person for whom there is no relationship between
the relevant company and the candidate for director other than that of being selected as a
director.
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In principle we will vote in favor of a proposal to elect an external
director, however, we will oppose a candidate for an external director who is perceived to
have an interest in the relevant company.
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In principle we will oppose a candidate for an external director who does not
have independence in the case of a committees organized company, except where the majority
of the board are independent.
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Listed parent and subsidiary
|
If the relevant company has a listed parent and does not have at least one external
director who is independent from the relevant company, we shall in principle oppose the
candidates for directors of that company.
(2) Suitability
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In principle we shall oppose a director candidate in the following case:
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An attendance rate of less than 75 percent at meetings of the board of directors.
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(3) Accountability
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In the following circumstances we will consider opposing a candidate for
reelection as a director:
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-
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|
If the relevant company has a problematic system as set forth bellow and if
business performance of the relevant company during the term in office of the
candidate experienced a deficit in three consecutive periods and no dividends were
paid or they were inferior when compared to others in the same industry.
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-
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If a takeover defense strategy is introduced, that has not been approved by a
resolution of a general meeting of shareholders.
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(4) Business Performance of the Company
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We will consider opposing a candidate for reelection as a director in the event
that business
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E-60
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|
performance of the relevant company during the term in office of the candidate experienced a
deficit in three consecutive periods and no dividends were paid.
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We will consider opposing a candidate for reelection as a director in the
event that business performance of the relevant company during the term in office of the
candidate was inferior when compared to others in the same industry.
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(5) Antisocial Activities on the Part of the Company
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In principle we will oppose a candidate for reelection as a director in the
event that during the term in office of the candidate a corporate scandal occurred that
had a significant impact on society and caused or could cause damage to of shareholder
value.
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In principle we will consider opposing a candidate for reelection as a
director in the event that during the term in office of the candidate window dressing or
inappropriate accounting practices occurred on the part of the relevant company.
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(6) Other
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|
In principle we will oppose a candidate for director in the event that
information concerning the relevant candidate has not been sufficiently disclosed.
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3.
Amendment of the Composition of the Board of Directors and the Required Qualification of
Directors
(1) Amendment of the Number of Directors or Composition of the Board of Directors
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|
A decision regarding a proposal concerning amendment of the number of
directors or the composition of the board of directors will be made by making a comparison
with the existing situation and considering, inter alia, the impact on the relevant
company and the economic interests of shareholders.
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(2) Amendment of Required Qualifications of Directors, Their Terms of Office and Scope of
Responsibilities
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|
A decision regarding a proposal concerning amendment of the required
qualifications of directors, their terms of office or scope of liabilities will be made by
making a comparison with the existing situation and considering, inter alia, the impact on
the relevant company and the economic interests of shareholders.
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In principle we will oppose a proposal requesting retention of a certain
number of a companys own shares as a condition of installation or continuation in office
of a director.
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In principle we will oppose a proposal to restrict a term in office of a director.
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In principle we will oppose a proposal to institute a normal retirement age of directors.
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In principle we will oppose a proposal to reduce the liabilities of a director
from liability in connection with financial damage as a result of a violation of the
fiduciary duties.
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E-61
(3) Amendment of the Procedural Method for Election of Directors
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A decision regarding a proposal concerning amendment of the procedural method
of electing directors will be made by making a comparison with the existing situation and
considering, inter alia, the reasonability of the amendment.
|
4. Election of Statutory Auditors
A decision regarding a proposal concerning the election of statutory auditors will be made by
considering, inter alia, the independence and the suitability of the candidate for statutory
auditor.
Definition of the independence:
A person considered to be independent shall mean a person for whom there is no relationship between
the relevant company and the candidate for statutory auditor other than that of being selected as a
statutory auditor.
(1) Independence
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In principle we will oppose a candidate for an external statutory auditor if
the candidate does not have independence.
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In principle we shall oppose a statutory auditor candidate in the following
case:
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-
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An attendance rate of less than 75 percent at meetings of the board of
directors or meetings of the board of auditors
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|
In principle we will consider opposing a candidate for reelection as a
statutory auditor in the event that significant concerns exist in an audit report that has
been submitted or audit proceedings.
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(4)
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Antisocial Activities on the Part of the Company
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In principle we will consider opposing a candidate for reelection as a
statutory auditor in the event that during the term in office of the candidate a corporate
scandal occurred that had a significant impact on society and caused or could cause damage
to shareholder value.
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|
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|
In principle we will consider opposing a candidate for reelection as a
statutory auditor in the event that during the term in office of the candidate window
dressing or inappropriate accounting practices occurred on the part of the relevant
company.
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E-62
5.
Election of Accounting Auditors
We will decide on proposals concerning the election of an accounting auditor by considering, inter
alia, the suitability of the candidate for accounting auditor, and the level of audit fees.
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In principle we will oppose a candidate for accounting auditor in the event
that the accounting auditor can be determined to have expressed an opinion that is not
accurate concerning the financial condition of the relevant company.
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In principle we will oppose in the event that a contract for non-auditing work
exists between the accounting auditor and the relevant company, and it is determined that
the non-auditing work can be found to present a conflict of interest with the auditing
work.
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In principle we will oppose a candidate for accounting auditor in the event
that an excessive auditing fee is paid.
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In principle we will oppose a proposal requesting a change of accounting
auditor in the event that the reason for the change can be determined to be a result of a
difference in interpretation between the accounting auditor and the relevant company
regarding accounting policy.
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6.
Compensation of Directors, Statutory Auditors, Officers and Employees
(1) Compensation (including bonus)
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A decision regarding a proposal concerning compensation will be made in
consideration of, inter alia, the levels of compensation, the business performance of the
company, and the reasonability of the framework.
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In principle we will vote in favor of a proposal to obtain approval of
compensation, except in the following cases:
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-
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A negative correlation appears to exist between the business performance of
the company and compensation
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-
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|
A compensation framework or practice exists which presents an issue
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In principle we will oppose a proposal to pay compensation only by granting
shares.
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|
A proposal to introduce or amend a stock option plan will be decided in
consideration of, inter alia, the impact that introducing or amending the plan will have
on shareholder value and the rights of shareholders, as well as the level of compensation,
the scope of implementation, and the reasonability of the plan.
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In principle we will oppose a proposal to reduce the exercise price of a stock
option plan.
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|
In principle we will vote in favor of a proposal to request that an amendment
of the exercise price of a stock option plan be made a matter for approval by the
shareholders.
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E-63
(3) Stock Purchase Plan
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|
A decision regarding a proposal requesting the introduction or amendment of a
stock purchase plan will be made in consideration of, inter alia, the impact that
introducing or amending the plan will have on shareholder value and the rights of
shareholders, the scope of implementation, and the reasonability of the plan.
|
(4) Retirement Bonus of Directors or Statutory Auditors
A decision regarding a proposal in connection with awarding a
retirement bonus to a director or a statutory auditor will be made in
consideration of, inter alia, the extent of the persons who are
to be recipients, the existence or absence of antisocial activities
in the past on the part of the prospective recipients, the business
performance of the company, and the existence or absence of
antisocial activities on the part of the company.
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|
|
In principle we will vote in favor of a proposal to pay a retirement bonus of
a director or a statutory auditor if all of the following conditions are satisfied.
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-
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|
Retirement bonus amount is disclosed.
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-
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|
The prospective recipients do not include an external director or an external
statutory auditor.
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-
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|
None of the prospective recipients have committed a significant criminal
conduct.
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-
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|
The business performance of the relevant company has not experienced a
deficit for three consecutive periods and had no dividend or dividends or they were
inferior when compared to others in the same industry.
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-
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|
During the terms of office of the prospective recipients there has been no
corporate scandal that had a significant impact on society and caused or could cause
damage to shareholder value.
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-
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During their terms in office there has been no window dressing or
inappropriate accounting practices in the relevant company.
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7.
Equity Financing Policy
(1) Amendment of the Number of Authorized Shares
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|
A decision regarding a proposal requesting an increase in the number of
authorized shares will be made by considering, inter alia, the impact that amending the
number of authorized shares will have on shareholder value and the rights of shareholders,
as well as the reasonability of the amendment of the number of authorized shares, and the
impact on the listing of shares as well as on the continuity of the company.
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|
In principle we will vote in favor of a proposal requesting an increase in the
number of authorized shares if it can be determined that unless an increase is made to the
number of authorized shares the company will be delisted or that there is a risk of a
significant impact on the continuity of the company.
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E-64
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|
In principle we will oppose a proposal to increase the number of authorized
shares after the appearance of an acquirer.
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(2) Issuing of New Shares
A decision regarding a proposal in connection with issuing of new shares will be made in
consideration of, inter alia, reasons of issuing new shares, issuing conditions and terms, the
impact of the dilution on the shareholders value and rights of shareholders as well as the impact
on the listing of shares and the continuity of the company.
(3) Acquisition or Reissue by a Company of Its Own Shares
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|
|
A decision regarding a proposal for a company to acquire or reissue its own
shares shall be made by considering, inter alia, its reasonability.
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(4) Stock Split
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|
In principle we will vote in favor of a proposal involving a stock split.
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(5) Consolidation of Shares (Reverse Split
)
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|
A decision regarding a proposal involving a consolidation of shares (reverse
split) shall be made by considering, inter alia, its reasonability.
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(6) Preferred Shares
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|
In principle we will oppose a proposal requesting the creation of new
preferred shares or increasing the authorized number of preferred shares, by way of a
blank power of attorney that does not specify the voting rights, dividends, conversion or
other rights.
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|
In principle we will vote in favor of a proposal to create new preferred
shares or to increase the number of authorized preferred shares if the voting rights,
dividends, conversion and other rights are stipulated and these rights can be determined
to be reasonable.
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|
In principle we will vote in favor of a proposal to the effect that approval
of issuing preferred shares is so be obtained from shareholders.
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(7) Issuing of Convertible Bonds
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|
A decision regarding a proposal to issue convertible bonds shall be made by
considering, inter alia, the number of shares into which the bonds are to be converted,
and the period to maturity of the bonds.
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(8) Issuing of Non-Convertible Bonds, and Increasing a Borrowing Limit
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|
A decision regarding a proposal in connection with the issuing of
non-convertible bonds or increasing a borrowing limit shall be made by considering, inter
alia the financial condition of the relevant company.
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E-65
(9) Equitization of Debt
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|
A decision regarding a proposal requesting an amendment of the number of
authorized shares or issuing of shares of the company in relation to a debt restructuring
shall be made in consideration of, inter alia, the conditions of amending the number of
authorized shares or issuing shares of the company, the impact on shareholder value and on
the rights of shareholders, the reasonability thereof, and the impact on listing of the
shares as well as on the continuity of the company.
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(10) Capital Reduction
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|
A decision regarding a proposal in connection with a capital reduction will be
made in consideration of, inter alia, the impact on shareholder value and on the rights of
shareholders, the reasonability of the capital reduction, as well as the impact on listing
of the shares and on the continuity of the company.
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|
In principle we will approve a proposal requesting a capital reduction in the
form of a standard accounting processing.
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(11) Financing Plan
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|
A decision regarding a proposal in connection with a financing plan will be
made in consideration of, inter alia, the impact on shareholder value and the rights of
shareholders, as well as the reasonability thereof, and the impact on the listing of
shares as well as on the continuity of the company.
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|
|
|
In principle we will vote in favor of a proposal requesting approval of a
financing plan.
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(12) Capitalization of Reserves
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|
In principle we will vote in favor of a proposal requesting a capitalization
of reserves.
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8.
Corporate Governance
(1) Amendment of Settlement Period
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|
|
In principle we will vote in favor of a proposal requesting an amendment of
the settlement period, except when it can be determined that the objective is to delay a
general meeting of shareholders.
|
(2) Amendment of Articles of Incorporation
A decision regarding a proposal in connection with an amendment of the articles of incorporation
will be made in consideration of, inter alia, the impact on shareholder value and the rights of
shareholders as well as the necessity and the reasonability of amending the articles of
incorporation.
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|
In principle we will vote in favor of a proposal to amend the articles of
incorporation if amendment of the articles of incorporation is necessary by law.
|
E-66
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|
In principle we will oppose a proposal to amend the articles of incorporation
if it can be determined that there is a risk that the rights of shareholders will be
infringed or a risk that a reduction in shareholder value will occur as a result of the
relevant amendment.
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In principal we will vote in favor of a proposal submitted by the board in
connection with transition to a committees organized company.
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In principal we will vote in favor of a proposal requesting mitigation or
abolishment of the requirements for special resolution.
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(3) Amendment of the Quorum of a General Meeting of Shareholders
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|
|
A decision regarding a proposal in connection with an amendment of the quorum
of a general meeting of shareholders will be made in consideration of, inter alia, the
impact on shareholder value and the rights of shareholders as well as the customs of the
region or country.
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|
A proposal in connection with amending the quorum of a special resolution of a
general meeting of shareholders will be made in consideration of, inter alia, the impact
on shareholder value and the rights of shareholders as well as the customs of the region
or country.
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(4) Omnibus Proposal of a General Meeting of Shareholders
|
|
|
In principle we will oppose an omnibus proposal at a general meeting of
shareholders if the entire proposal will not be in the best interests of shareholders.
|
9.
Corporate Behavior
(1) Amendment of Tradename or Location of Corporate Registration
|
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|
In principle we will vote in favor of a proposal requesting amendment of a
tradename.
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|
In principle we will vote in favor of a proposal requesting amendment of a
location of corporate registration.
|
(2) Corporate Restructuring
|
|
|
A decision regarding a proposal in connection with a corporate reorganization
as set forth below will be made in consideration of, inter alia, the impact on shareholder
value and the rights of shareholders, the respective impact on the financial condition and
business performance of the relevant company, as well as the reasonability thereof, and
the impact on the listing of shares as well as on the continuity of the company:
|
Merger or acquisition;
Assignment or acquisition of business;
Company split (spin-off);
Sale of assets;
E-67
Being acquired; or
Liquidation.
(3) Proxy Contest
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|
A decision regarding a proposal in connection with election of a director from
among opposing candidates will be made in consideration of the independence, suitability,
existence or absence of any antisocial activities in the past, actions in corporate
governance and accountability on the part of the candidates for director, the business
performance of the company, the existence or absence of antisocial activities of the
company, and the background to the proxy contest.
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|
A person who is considered to be independent shall mean a person for whom
there is no relationship between the relevant company and the candidate for director other
than that of being selected as a candidate director of the relevant company.
|
(4) Defense Strategy in Proxy Contest
|
-
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|
In principle we will oppose a proposal requesting the introduction of a
staggered board of directors.
|
|
-
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|
In principle we will vote in favor of a proposal requesting that the terms in
office of directors be one year.
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Authority to Dismiss Directors
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|
In principle we will oppose a proposal requesting more stringent requirements for the
shareholders to be able to dismiss a director.
|
|
-
|
|
In principle we will vote in favor of a proposal to introduce cumulative
voting in connection with the election of directors.
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|
-
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|
In principle we will oppose a proposal requesting the abolition of cumulative
voting in connection with the election of directors.
|
(5) Takeover Defense Strategies
|
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|
Introduction or Amendment of Takeover Defense Strategy
|
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|
In principle we will oppose a proposal requesting to introduce or amend a takeover
defense strategy that will reduce shareholder value or infringe the rights of shareholders.
|
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|
Rights Plan (Poison Pill)
|
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|
A decision regarding a proposal to introduce a rights plan (poison pill) will be made
in consideration of, inter alia, the triggering conditions, the effective period, the
conditions of disclosure of content, the composition of directors of the relevant company,
and the status
|
E-68
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|
|
of introducing other takeover defense strategies.
|
|
-
|
|
In principal we will oppose a proposal in which, a triggering condition of
the number of outstanding shares is less than 20%.
|
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-
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In principal we will oppose a proposal that the effective period is beyond 3 years.
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-
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In principal we will oppose a proposal that directors are not selected annually.
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-
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|
In principal we will oppose a proposal in the event that there are less than
2 directors or 20% of the board who are independent with no issue of the attendance
records of the board meeting.
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-
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|
We will vote in favor for a proposal that a rights plan is considered by an
independent committee before introducing such plan. We will vote in favor a proposal
only if all special committee members are independent with no issue of the attendance
records of the board meeting.
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-
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|
In principal we will oppose a proposal in the event that other takeover
defense strategies exist.
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-
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|
In principal we will oppose a proposal in the event that the issuing date of
invitation notice to shareholders is less than 3 weeks before the general shareholders
meeting.
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-
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|
In principal we will oppose a proposal unless the introduction of takeover
defense strategies is considered reasonably beneficial to interests of minority
shareholders.
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|
Relaxation of Requirements to Amend the Articles of Incorporation or Company
Regulations
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|
A decision regarding a proposal to relax the requirements to amend the articles of
incorporation or company regulations will be made in consideration of, inter alia, the
impact on shareholder value and the rights of shareholders.
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Relaxation of Requirements for Approval of a Merger
|
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|
A decision regarding a proposal to relax the requirements to approve a merger will be made
in consideration of, inter alia, the impact on shareholder value and the rights of
shareholders.
|
10.
Social, Environmental and Political Problems
A decision regarding a proposal in connection with social, environmental or political problems will
be made in consideration of, inter alia, the impact that the actions on the part of the company
will have on shareholder value and the rights of shareholders, or on the financial condition and
business performance of the company, the reasonability of these actions, and the impact on the
listing of shares as well as on the continuity of the company.
E-69
11.
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Information Disclosure
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In principle we will oppose a proposal for which sufficient information is not
disclosed for the purpose of making a voting decision.
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|
In principle we will vote in favor of a proposal to increase information
disclosure, if all of the following standards are satisfied.
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-
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The information will be beneficial to shareholders.
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-
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The time and expense required for the information disclosure will be minimal.
|
12.
Conflicts of Interest
We will abstain from exercising shareholder voting rights in a company that would constitute a
conflict of interest.
The following company is determined to be a company that would constitute a conflict of interest:
13.
Shareholder proposals
A decision regarding shareholders proposals will be made in accordance with the Guidelines along
with companys proposal, however, will be considered on the basis of proposed individual items.
E-70
Guidelines on Exercising of Shareholder Voting Rights and
Policy Decision Making Criteria
(Foreign Equities)
Policy and Objectives of Exercising Shareholder Voting Rights
Our company is cognizant of the importance of corporate governance, and exercises votes with the
sole objective of maximizing the long term interests of trustors (investors) and beneficiaries,
pursuant to our fiduciary duty as a trustee to the trustors (investors) and the beneficiaries. We
will not conduct any voting with an objective of own interest or that of any third party other than
the trustors (investors) or beneficiaries. The interests of trustors (investors) and beneficiaries
means the increasing of corporate value or the increasing of the economic interests of shareholders
or the preventing of damage thereto.
Significance of Guidelines on Exercising Shareholder Voting Rights
Our company has determined the Guidelines on Exercising of Shareholder Voting Rights in accordance
with our policy on exercising the voting rights of shareholders, for the purpose of exercising
votes in an appropriate manner, and will closely examine each proposal and determine the response
pursuant to these Guidelines.
Guidelines on Exercising Shareholder Voting Rights
1.
Procedural Proposal
(1) Procedures
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In principle we will vote in favor of a selection of the chairman of a general
meeting of shareholders, approval of the minutes, approval of the shareholders registry
and other proposals in connection with procedures to hold a general meeting of
shareholders.
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|
In principle we will vote in favor of a procedural proposal such as the following:
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-
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Opening of a general meeting of shareholders
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-
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Closing of a general meeting of shareholders
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-
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Confirming the proper convening of a general meeting of shareholders
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-
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Satisfaction of the quorum for a general meeting of shareholders
|
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-
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Confirming the agenda items of a general meeting of shareholders
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-
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Election of a chairman of a general meeting of shareholders
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-
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|
Designation of shareholders who will sign the minutes of a general meeting of
shareholders
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-
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Preparing and approving a registry of shareholders
|
E-71
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-
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Filing of legally prescribed documents in connection with a general meeting
of shareholders
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-
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Designation of an inspector or shareholder to inspect the minutes of a
general meeting of shareholders
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-
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Permission to ask questions
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-
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Approval of the issuing of minutes of a general meeting of shareholders
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-
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Approval of matters of resolution and granting to the board of directors the
authority to execute matters that have been approved
|
(2) Financial Statements, Business Reports and Auditors Reports
|
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|
In principle we will vote in favor of a proposal requesting approval of the
financial statements, business reports and auditor reports, except in the following
circumstances:
|
|
-
|
|
Concerns exist about the settlement or auditing procedures; or
|
|
-
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|
The relevant company has not answered shareholders questions concerning
matters that should be disclosed.
|
(3) Allocation of Earned Surplus and Dividends
|
|
|
A decision regarding a proposal requesting approval of the allocation of
earned surplus and dividends will be made in consideration of, inter alia, the financial
condition and the business performance of the relevant company as well as the economic
interests of shareholders.
|
2.
Election of Directors
A decision regarding a proposal in connection with electing a director will be made in
consideration of, inter alia, the independence, suitability and existence or absence of any
antisocial activities in the past on the part of a candidate for director. In the event that a
candidate for director is a reelection candidate, we will decide in consideration, inter alia, of
the director candidates engagement in corporate governance, accountability, the business
performance of the company, and the existence or absence of any antisocial act by the company
during his or her term in the office.
Definition of independence:
A person considered to be independent shall mean a person for whom there is no relationship between
the relevant company and the candidate for director other than that of being selected as a
director.
(1) Independence
(United States)
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In the following circumstances we will in principle oppose or withhold
approval of a
|
E-72
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|
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candidate for an internal director, or a candidate for an external director who cannot be
found to have a relationship of independence from the relevant company:
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|
-
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|
If the internal director or the external director who cannot be found to have
a relationship of independence from the relevant company is a member of the
compensation committee or the nominating committee;
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-
|
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If the audit committee, compensation committee, or nominating committee has
not been established and the director functions as a committee member;
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If the nominating committee has not been established;
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-
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If external directors who are independent from the relevant company do not
constitute a majority of the board of directors;
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-
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A person who is independent shall mean a person for whom there is no
relationship between the relevant company and the candidate for director other than
that of being selected as a director.
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(Other than United States)
A decision concerning the independence of the candidate for director will be made in consideration
of the conditions of each country.
(2) Suitability
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In principle we shall oppose or withhold approval of a director candidate in
the following circumstances:
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-
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An attendance rate of less than 75 percent at meetings of any of the board of
directors, the audit committee, the compensation committee, or the nominating
committee;
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-
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Serving as a director of six or more companies; or
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-
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Serving as a CEO of another company and also serving as an external director
of at least two other companies.
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(3) Corporate Governance Strategies
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In principle we will oppose or withhold approval of all candidates for
reelection in the event that the board of directors employs a system of staggered terms of
office and a problem of governance has occurred in the board of directors or committee but
the responsible director is not made a subject of the current proposal to reelect
directors.
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In the following circumstances we will in principle oppose or withhold
approval of a candidate for reelection of a director who is a member of the audit
committee:
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If an excessive auditing fee is being paid to the accounting auditor;
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-
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If the accounting auditor has expressed an opinion of non-compliance
concerning the
|
E-73
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financial statements of the relevant company; or
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-
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If the audit committee has agreed with the accounting auditor to reduce or
waive the liability of accounting auditor, such as by limiting the right of the
company or the shareholders to take legal action against the accounting auditor.
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In the following circumstances we will in principle oppose or withhold
approval of a candidate for reelection as a director who is a member of the compensation
committee:
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-
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If there appears to be a negative correlation between the business
performance of the company and the compensation of the CEO;
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-
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If in the case of an option for which the stock price of the relevant company
is less than the exercise price, an amendment of the exercise price or an exchange for
cash or the like has been made without the approval of a general meeting of
shareholders;
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-
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If an exchange (sale) of stock options which is limited to a single exercise
has been made without obtaining the approval of a general meeting of shareholders;
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If the burn rate has exceeded the level promised in advance to shareholders
(the burn rate is the annual rate of dilution measured by the stock options or rights
to shares with restriction on assignment that have been actually granted (otherwise
known as the run rate)); or
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If a compensation system or practice exists that presents a problem.
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In the following circumstances we will in principle oppose or withhold
approval of all candidates for reelection as directors:
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If the board of directors has not taken appropriate action regarding a
shareholders proposal even if there was a shareholders proposal which was approved
by a majority of the overall votes in the previous period at a general meeting of
shareholders.
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-
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If the board of directors has not taken appropriate action regarding a
shareholders proposal even if a shareholders proposal has been approved by a
majority of the valid votes in two consecutive periods at a general meeting of
shareholders;
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-
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If the board of directors has not taken appropriate action such as
withdrawing a takeover defense strategy, despite a majority of shareholders having
accepted a public tender offer; or
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-
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If the board of directors has not taken appropriate action regarding the
cause of opposition or withholding of approval even though at the general meeting of
shareholders for the previous period there was a candidate for director who was
opposed or for whom approval was withheld by a majority of the valid votes.
|
E-74
(4) Accountability
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In the following cases we will consider opposing or withholding approval from
a candidate for reelection as a director:
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-
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If a notice of convening states that there is a director with an attendance
rate of less than 75% at meetings of the board of directors or committee meetings, but
the name of the individual is not specifically stated.
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-
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If the relevant company has a problematic system as set forth below, and
business performance of the relevant company during the term in office of candidate
has been in a deficit and with no dividend or is inferior when compared to those in
the same industry in three consecutive periods :
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-
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A system of staggered terms of office;
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-
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A system of special resolution that is not by simple majority;
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-
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Shares of stock with multiple votes;
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A takeover defense strategy that has not been approved by a resolution of a
general meeting of shares;
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-
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No clause for exceptions exists in the event that there are competing
candidates, even though a system of majority resolution has been introduced for the
election of directors;
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-
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An unreasonable restriction is imposed on the authority of shareholders to
convene an extraordinary general meeting of shareholders; or
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-
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An unreasonable restriction is imposed on the shareholders right to seek
approval or disapproval on the part of shareholders by means of a letter of consent by
shareholders;
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-
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In principle we will oppose or withhold approval of all candidates for
reelection as directors in the event that a dead hand or similar provision is included
in a poison pill, until this provision is abolished.
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-
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In principle we will oppose or withhold approval of all candidates for
reelection as directors in the event of introducing a new poison pill with an
effective duration of 12 months or more (a long-term pill), or any renewal of a poison
pill including a short-term pill with an effective period of less than 12 months, by
the board of directors without the approval of a general meeting of shareholders.
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Nevertheless we will in principle vote in favor of all candidates for reelection as
directors in the event of a new introduction if a commitment is made by binding
resolution to seek approval of the new introduction at a general meeting of
shareholders.
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In principle we will oppose or withhold approval of all candidates for
reelection as directors in the event that a significant amendment to the disadvantage
of shareholders is added to a poison pill, by the board of directors without the
approval of a general meeting of shareholders.
|
E-75
(5) Business Performance of a Company
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We will consider opposing or withholding a candidate for reelection as a
director in the event that business performance of the relevant company during the term in
office of the candidate experienced a deficit in three consecutive periods and no
dividends were paid.
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We will consider opposing or withholding candidate for reelection as a
director in the event that business performance of the relevant company during the term in
office of the candidate was inferior when compared to others in the same industry.
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(6) Antisocial Activities on the Part of the Company
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In principle we will oppose or withhold a candidate for reelection as a
director in the event that during the term in office of the candidate a corporate scandal
occurred that had a significant impact on society and caused or could cause damage to of
shareholder value.
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In principle we will oppose or withhold approval of a candidate for reelection
as a director who was a member of the audit committee, if inappropriate accounting
practices occurred at the relevant company such as window dressing, accounting treatment
that deviates from GAAP (generally accepted accounting principles), or a significant
omission in disclosure pursuant to Article 404 of the Sox Law.
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(7) Other
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In principle we will oppose or withhold a candidate for director in the event
that information concerning the relevant candidate has not been sufficiently disclosed.
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(8)
|
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Amendment of the Number and Composition of Directors
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|
A decision regarding a proposal concerning amendment of the number of
directors or the composition of the board of directors will be made by making a comparison
with the existing situation and considering, inter alia, the impact on the relevant
company and the economic interests of shareholders.
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-
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In principle we will vote in favor of a proposal to diversify the composition
of a board of directors.
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-
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In principle we will vote in favor of a proposal to fix the number of members
of a board of directors, except when it is determined that this is a takeover defense
strategy.
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-
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|
In principle we will oppose a proposal to make shareholder approval
unnecessary in connection with an amendment of the number of members or composition of
the board of directors.
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(9) Amendment of Qualification Requirements, Period of Service, or Extent of Liability of Directors
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|
A decision regarding a proposal concerning amendment of the required
qualifications of directors, their terms of office or scope of liabilities will be made by
making a comparison
|
E-76
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with the existing situation and considering, inter alia, the impact on the relevant company
and the economic interests of shareholders
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-
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In principle we will oppose a proposal requesting retention of a certain
number of a companys own shares as a condition of installation or continuation in
office of a director.
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-
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In principle we will oppose a proposal to restrict a term in office of a
director.
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-
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In principle we will oppose a proposal to institute normal retirement age of
directors.
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-
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In principle we will oppose a proposal to reduce the liabilities of a
director from liability in connection with financial damage as a result of a violation
of the fiduciary duties.
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(10) Amendment of the Procedural Method for Election of Directors
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We will decide on proposal concerning amendment of the procedural method of
electing directors will be made by making a comparison with the existing situation and
considering, inter alia, the reasonability of the amendment.
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In principle we will vote in favor of a proposal to require the approval of
the majority of the valid votes for an election of a director.
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In principle we will vote in favor of a proposal to prohibit the US style
voting system.
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3.
Election of Statutory Auditors
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A decision regarding a proposal in connection with electing a statutory
auditor shall be made by considering, inter alia, the independence and suitability of the
statutory auditor candidate.
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|
In principle we will oppose a candidate for reelection as a statutory auditor
in the event that significant concerns exist in an audit report that has been submitted or
audit proceedings.
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A person who is independent shall mean a person for whom there is no
relationship between the relevant company and the candidate for statutory auditor other
than that of being selected as a statutory auditor.
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4.
Election of Accounting Auditor
We will decide on proposals concerning the election of an accounting auditor by considering, inter
alia, the suitability of the candidate for accounting auditor, and the level of audit fees.
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In principle we will oppose a candidate for accounting auditor in the event
that the accounting auditor can be determined to have expressed an opinion that is not
accurate concerning the financial condition of the relevant company.
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In principle we will oppose in the event that a contract for non-auditing work
exists
|
E-77
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between the accounting auditor and the relevant company, and it is determined that the
non-auditing work can be found to present a conflict of interest with the auditing work.
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In principle we will oppose a candidate for accounting auditor in the event
that an excessive auditing fee is paid.
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In principle we will oppose a proposal requesting a change of accounting
auditor in the event that the reason for the change can be determined to be a result of a
difference in interpretation between the accounting auditor and the relevant company
regarding accounting policy.
|
5.
Compensation of Directors, Statutory Auditors, Officers and Employees
(1) Compensation (Including Bonus)
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|
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Proposals concerning compensation will be decided in consideration of, inter
alia, levels of compensation, business performance of the company, and the reasonability
of the framework.
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In principle we will vote in favor of a proposal to obtain approval of
compensation reports, except in the following cases:
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|
-
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|
A negative correlation appears to exist between the business performance of
the company and compensation.
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|
-
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|
A compensation framework or practice exists which presents an issue.
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|
In principle we will oppose a proposal to set an absolute level or maximum
compensation.
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|
In principle we will oppose a proposal to pay compensation only by granting
shares.
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(2) Stock Option Plan
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|
|
A proposal to introduce or amend a stock option plan will be decided in
consideration of, inter alia, the impact that introducing or amending the plan will have
on shareholder value and the rights of shareholders, as well as the level of compensation,
the scope of implementation and the reasonability of the plan.
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In principle we will oppose a proposal to reduce the exercise price of a stock
option plan.
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|
In principle we will vote in favor of a proposal to request that an amendment
of the exercise price of a stock option plan be made a matter for approval by the
shareholders.
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(3) Stock Purchase Plan
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|
A decision regarding a proposal requesting the introduction or amendment of a
stock purchase plan will be made in consideration of, inter alia, the impact that
introducing or amending the plan will have on shareholder value and the rights of
shareholders, the scope of implementation and the reasonability of the plan.
|
(4) Retirement Bonus of Directors or Statutory Auditors
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|
|
A decision regarding a proposal in connection with awarding a retirement bonus
to a
|
E-78
|
|
|
director or a statutory auditor will be made in consideration of, inter alia, the extent of
the persons who are to be recipients, the existence or absence of antisocial activities in
the past on the part of the prospective recipients, the business performance of the
company, and the existence or absence of antisocial activities on the part of the company.
In principle we will oppose awarding a retirement bonus in the event that a significant
criminal act has been committed by the recipient during his or her term in office. Moreover
we will also consider opposing the awarding of a retirement bonus in the event that the
business performance of the relevant company during the term in office of the candidate
experienced a deficit in three consecutive periods and no dividends were paid or they were
inferior when compared to others in the same industry. In principle we will oppose awarding
a retirement bonus in the event that during the term in office of the recipient
inappropriate accounting practices occurred such as window dressing or accounting treatment
that deviates from generally accepted accounting principles or a significant omission in
disclosure, or a corporate scandal occurred, which had a significant impact on society and
caused or could cause damage to shareholder value.
|
6.
Equity Financing Policy
(1) Amendment of the Number of Authorized Shares
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|
|
A decision regarding a proposal requesting an increase in the number of
authorized shares of stock shall be made by considering, inter alia, the impact that
amending the number of authorized shares will have on shareholder value and the rights of
shareholders, as well as the reasonability of the amendment of the number of authorized
shares, and the impact on the listing of shares as well as on the continuity of the
company.
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In principle we will vote in favor of a proposal requesting an increase in the
number of authorized shares if it can be determined that unless an increase is made to the
number of authorized shares the company will be delisted or that there is a risk of a
significant impact on the continuity of the company.
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|
In principle we will oppose a proposal to increase the number of authorized
shares after the appearance of an acquirer.
|
(2) Issuing of New Shares
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|
|
In principle if the existing shareholders will be granted new share
subscription rights (pre-emptive purchase rights) we will vote in favor of a proposal to
issue new shares up to 100 percent of the number of shares issued and outstanding.
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|
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|
If the existing shareholders will not be granted new share subscription rights
(pre-emptive purchase rights) we will in principle vote in favor of a proposal to issue
new shares up to 20 percent of the number of shares issued and outstanding.
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|
In principle we will oppose a proposal to issue new shares after an acquirer
has appeared.
|
E-79
(3) Acquisition or Reissue by a Company of Its Own Shares
|
|
|
A decision regarding a proposal for a company to acquire or reissue its own
shares shall be made by considering, inter alia, its reasonability.
|
(4) Stock Split
|
|
|
In principle we will vote in favor of a proposal involving a stock split.
|
(5) Consolidation of Shares (Reverse Split)
|
|
|
A decision regarding a proposal involving a consolidation of shares (reverse
split) shall be made by considering, inter alia, its reasonability.
|
(6) Reduction in Par Value of Shares
|
|
|
In principle we will vote in favor of a proposal reducing the par value of
shares.
|
(7) Preferred Shares
|
|
|
A decision regarding a proposal in connection with creating new preferred
shares or amending the number of authorized preferred shares shall be made by considering,
inter alia, the existence or absence of voting rights, dividends, conversion or other
rights to be granted to the preferred shares as well as the reasonability of those rights.
|
|
-
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|
In principle we will oppose a proposal requesting the creation of new
preferred shares or increasing the authorized number of preferred shares, by way of a
blank power of attorney that does not specify the voting rights, dividends, conversion
or other rights.
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|
-
|
|
In principle we will vote in favor of a proposal to create new preferred
shares or to increase the number of authorized preferred shares if the voting rights,
dividends, conversion and other rights are stipulated and these rights can be
determined to be reasonable.
|
|
-
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|
In principle we will vote in favor of a proposal to make the issuing of
preferred shares a matter for approval by the shareholders.
|
(8) Classified Shares
|
|
|
In principle we will oppose a proposal requesting the creation of new shares
with differing voting rights or increasing the authorized number of shares with differing
voting rights.
|
|
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|
In principle we will vote in favor of a proposal to convert to a capital
structure in which there is one vote per share.
|
(9) Issuing of Convertible Bonds
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|
|
A decision regarding a proposal to issue convertible bonds shall be made by
considering, inter alia, the number of shares into which the bonds are to be converted,
and the period to maturity of the bonds.
|
E-80
(10) Issuing of Non-Convertible Bonds, and Increasing a Borrowing Limit
|
|
|
A decision regarding a proposal to issue non-convertible bonds will be made by
considering, inter alia, the financial condition of the relevant company.
|
|
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|
A decision regarding a proposal to increase a borrowing limit shall be made by
considering, inter alia, the financial condition of the relevant company.
|
(11) Equitization of Debt
|
|
|
A decision regarding a proposal requesting an amendment of the number of
authorized shares or issuing of shares of the company in relation to a debt restructuring
shall be made in consideration of, inter alia, the conditions of amending the number of
authorized shares or issuing shares of the company, the impact on shareholder value and on
the rights of shareholders, the reasonability thereof, as well as the impact on listing of
the shares and on the continuity of the company.
|
(12) Capital Reduction
|
|
|
A decision regarding a proposal in connection with a capital reduction will be
made in consideration of, inter alia, the impact on shareholder value and on the rights of
shareholders, the reasonability of the capital reduction, as well as the impact on listing
of the shares and on the continuity of the company.
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|
In principle we will approve a proposal requesting a capital reduction in the
form of a standard accounting processing.
|
(13) Financing Plan
|
|
|
A decision regarding a proposal in connection with a financing plan will be
made in consideration of, inter alia, the impact on shareholder value and on the rights of
shareholders, as well as the reasonability thereof, and the impact on the listing of
shares as well as on the continuity of the company.
|
|
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|
In principle we will vote in favor of a proposal requesting approval of a
financing plan.
|
(14) Capitalization of Reserves
|
|
|
In principle we will vote in favor of a proposal requesting a capitalization
of reserves.
|
7.
Corporate Governance
(1) Amendment of Settlement Period
|
|
|
In principle we will vote in favor of a proposal requesting an amendment of
the settlement period, except when it can be determined that the objective is to delay a
general meeting of shareholders.
|
E-81
(2) Amendment of Articles of Incorporation
|
|
|
A decision regarding a proposal in connection with an amendment of the
articles of incorporation will be made in consideration of, inter alia, the impact on
shareholder value and the rights of shareholders as well as the necessity and the
reasonability of amending the articles of incorporation.
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|
-
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|
In principle we will vote in favor of a proposal to amend the articles of
incorporation if amendment of the articles of incorporation is necessary by law.
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|
-
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|
In principle we will oppose a proposal to amend the articles of incorporation
if it can be determined that there is a risk that the rights of shareholders will be
infringed or a risk that a reduction in shareholder value will occur as a result of
the relevant amendment.
|
(3) Amendment of the Quorum of a General Meeting of Shareholders
|
|
|
A decision regarding a proposal in connection with amending the quorum of a
general meeting of shareholders and a special resolution of a general shareholders meeting
will be made in consideration of, inter alia, the impact on shareholder value and on the
rights of shareholders as well as the customs of the region or country.
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|
-
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|
In principle we will oppose a proposal to reduce the quorum of a general
meeting of shareholders.
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|
-
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|
In principle we will oppose a proposal to reduce the quorum of a special
resolution.
|
(4) Omnibus Proposal of a General Meeting of Shareholders
|
|
|
In principle we will oppose an omnibus proposal at a general meeting of
shareholders if the entire proposal will not be in the best interests of shareholders.
|
(5) Other
(Anonymous Voting)
|
|
|
In principle we will vote in favor of a proposal requesting anonymous voting,
an independent vote counter, an independent inspector, and separate disclosure of the
results of voting on a resolution of a general meeting of shareholders.
|
(Authority to Postpone General Meetings of Shareholders)
|
|
|
In principle we will oppose a proposal requesting to grant to a company the
authority to postpone a general meeting of shareholders.
|
(Requirement of Super Majority Approval)
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|
|
In principle we will vote in favor of a proposal requesting a relaxation or
abolishment of the requirement for a super majority.
|
E-82
8.
Corporate Behavior
(1) Amendment of Tradename or Location of Corporate Registration
|
|
|
In principle we will vote in favor of a proposal requesting amendment of a
tradename.
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|
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|
In principle we will vote in favor of a proposal requesting amendment of a
location of corporate registration.
|
(2) Corporate Restructuring
A decision regarding a proposal in connection with a merger, acquisition, assignment or acquisition
of business, company split (spin-off), sale of assets, being acquired, corporate liquidation or
other corporate restructuring will be made in consideration of, inter alia, the respective impact
on shareholder value and on the rights of shareholders, the impact on the financial condition and
on the business performance of the relevant company, as well as the reasonability thereof, and the
impact on the listing of shares and on the continuity of the company.
|
|
|
A decision regarding a proposal in connection with a corporate reorganization
as set forth below will be made in consideration of, inter alia, the respective impact on
shareholder value and on the rights of shareholders, the impact on the financial condition
and on the business performance of the relevant company, as well as the reasonability
thereof, and the impact on the listing of shares as well as on the continuity of the
company:
|
Merger or acquisition;
Assignment or acquisition of business;
Company split (spin-off);
Sale of assets;
Being acquired; or
Liquidation.
(3) Proxy Contest
|
|
|
A decision regarding a proposal in connection with election of a director from
among opposing candidates will be made in consideration of the independence, suitability,
existence or absence of any antisocial activities in the past on the part of a candidate
for director, the actions in corporate governance, accountability the business performance
of the company, the existence or absence of antisocial activities of the company, and the
background to the proxy contest.
|
|
|
|
A person who is considered to be independent shall mean a person for whom
there is no relationship between the relevant company and the candidate for director other
than that of being selected as a candidate director of the relevant company.
|
E-83
(4) Defense Strategy in Proxy Contest
|
|
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Staggered Board
|
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|
In principle we will oppose a proposal requesting the introduction of staggered board of
directors:
|
|
-
|
|
In principle we will oppose a proposal requesting the introduction of a
staggered board of directors.
|
|
-
|
|
In principle we will vote in favor of a proposal requesting that the terms in
office of directors be one year.
|
|
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|
Authority to Dismiss Directors
|
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|
In principle we will oppose a proposal requesting more stringent requirements for the
shareholders to be able to dismiss a director.
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|
-
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|
In principle we will vote in favor of a proposal to introduce cumulative
voting in connection with the election of directors. However, in principle we will
oppose a proposal which a majority of valid votes is required to elect a director
except in the event that shareholders are able to write-in their own candidate in the
convening notice or ballot of the company and the number of candidates exceeds a
prescribed number.
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|
-
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|
In principle we will oppose a proposal requesting the abolition of cumulative
voting in connection with the election of directors.
|
|
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|
Authority to Call an Extraordinary General Meeting of Shareholders
|
|
-
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|
In principle we will vote in favor of a proposal requesting a right of
shareholders to call an extraordinary general meeting of shareholders.
|
|
-
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|
In principle we will vote in favor of a proposal to abolish restrictions on
the right of shareholders to call an extraordinary general meeting of shareholders.
|
|
-
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|
In principle we will oppose a proposal to restrict or prohibit the right of
shareholders to call an extraordinary general meeting of shareholders.
|
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|
Letter of Consent Seeking Approval or Disapproval from Shareholders
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-
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|
In principle we will vote in favor of a proposal requesting that shareholders
have the right to seek approval or disapproval on the part of shareholders by means of
a letter of consent.
|
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-
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|
In principle we will vote in favor of a proposal to abolish restrictions on
the right of shareholders to seek approval or disapproval on the part of shareholders
by means of a letter of consent.
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|
-
|
|
In principle we will oppose a proposal to restrict or prohibit the right of
shareholders to seek approval or disapproval on the part of shareholders by means of a
letter of consent.
|
E-84
(5) Takeover Defense Strategies
|
|
|
Rights Plan (Poison Pill)
|
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|
|
A decision regarding a proposal in connection with introducing a rights plan (poison pill)
will be made in consideration of, inter alia, the triggering conditions, the effective
period, the conditions of disclosure of content, the composition of directors of the
relevant company, and the status of introducing other takeover defense strategies.
|
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Fair Price Conditions
|
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|
A decision regarding a proposal in connection with introducing fair price conditions will
be made in consideration of, inter alia, the triggering conditions, the decision-making
process for triggering, and the reasonability of the plan.
|
|
-
|
|
In principle we will vote in favor of a proposal requesting the introduction
of fair price conditions, provided that the following is satisfied.
|
|
-
|
|
At the time of triggering the fair price provision, the approval of a
majority or not more than a majority of shareholders without a direct interest in the
acquisition is to be sought
|
|
-
|
|
In principle we will vote in favor of a proposal to reduce the number of
approvals by shareholders that is necessary to trigger fair price provision.
|
|
|
|
Anti-Greenmail Provision
|
|
|
|
|
A decision regarding a proposal in connection with introducing an anti-greenmail provision
will be made in consideration of, inter alia, the triggering conditions, the
decision-making process for triggering, and the reasonability of the plan.
|
|
-
|
|
In principle we will vote in favor of a proposal requesting the introduction
of anti-greenmail provisions, provided that all of the following standards are
satisfied:
|
|
-
|
|
The definition of greenmail is clear
|
|
-
|
|
If a buyback offer is to be made to a person who holds a large number of
shares, that the buy-back offer will be made to all shareholders, or confirmation will
be made that shareholders who do not have a direct interest in the takeover do not
oppose the buyback offer to the person who holds a large number of shares.
|
|
-
|
|
No clause is included which would restrict the rights of shareholders, such
as measures to deter being bought out.
|
|
|
|
Golden Parachute and Tin Parachute Conditions
|
|
|
|
|
A decision regarding a proposal in connection with introducing a golden parachute or a tin
parachute will be made in consideration of, inter alia, the triggering conditions, the
decision-making process for triggering, the level of compensation to be provided and the
|
E-85
|
|
|
reasonability of the plan.
|
|
-
|
|
In principle we will vote in favor of a proposal to introduce or amend
a golden parachute or a tin parachute if all of the following criteria are
satisfied:
|
|
-
|
|
The triggering of the golden parachute or the tin parachute will be
determined by an independent committee.
|
|
|
-
|
|
The payable compensation shall be no more than three times the
employment compensation payable for a year.
|
|
|
-
|
|
Payment of compensation shall be made after the transfer of control.
|
|
|
|
Classified Shares
|
|
|
|
|
In principle we will oppose a proposal in connection with creating new classified shares
with multiple voting rights.
|
|
|
|
|
A decision regarding a proposal in connection with creating new classified shares with no
voting rights or less voting rights will be made in consideration of, inter alia, the terms
of the classified shares.
|
|
-
|
|
In principle we will oppose a proposal to create classified shares with
multiple voting rights.
|
|
-
|
|
In principle we will vote in favor of a proposal to create new classified
shares with no voting rights or less voting rights if all of the following conditions
are satisfied.
|
|
-
|
|
The objective of creating the new classified shares is to obtain
financing while minimizing the dilution of the existing shareholders.
|
|
-
|
|
The creation of the new classified shares does not have an
objective of protecting the voting rights of shareholders that have a direct
interest in a takeover or of major shareholders.
|
|
|
|
Issuing New Shares to a White Squire or a White Knight
|
|
|
|
|
A decision regarding a proposal in connection with issuing shares to a white squire or a
white knight will be made in consideration of, inter alia, the conditions of issuing the
shares.
|
|
|
|
Relaxation of Requirements to Amend the Articles of Incorporation or Company
Regulations
|
|
|
|
|
A decision regarding a proposal to relax the requirements to amend the articles of
incorporation or company regulations will be made in consideration of, inter alia, the
impact on shareholder value and the rights of shareholders.
|
E-86
|
|
|
Relaxation of Requirements for Approval of a Merger
|
|
|
|
|
A decision regarding a proposal to relax the requirements to approve a merger will be made
in consideration of, inter alia, the impact on shareholder value and on the rights of
shareholders.
|
|
|
|
Introduction or Amendment of Takeover Defense Strategy
|
|
|
|
|
In principle we will oppose a proposal in connection with introducing or amending a
takeover defense strategy that will reduce shareholder value or infringe the rights of
shareholders.
|
9.
Social, Environmental and Political Problems
A decision regarding a proposal in connection with a social, environmental or political problems
will be made in consideration of, inter alia, the impact that the actions on the part of the
company will have on shareholder value and the rights of shareholders, the impact on the financial
condition and the business performance of the company, the reasonability of these actions, and the
impact on the listing of shares as well as on the continuity of the company.
10.
Information Disclosure
|
|
|
In principle we will oppose a proposal for which sufficient information is not
disclosed for the purpose of making a voting decision.
|
|
|
|
In principle we will vote in favor of a proposal to increase information
disclosure, if all of the following criteria are satisfied.
|
|
-
|
|
The information will be beneficial to shareholders.
|
|
|
-
|
|
The time and expense required for the information disclosure will be minimal.
|
11.
Other
(1) Directors
|
|
|
Ex Post Facto Approval of Actions by Directors and Executive Officers
|
|
|
|
|
In principle we will vote in favor of a proposal requesting ex post facto approval of an
action taken by the directors or executive officers as long as there are no material
concerns such as having committed an act in violation of fiduciary duties.
|
|
|
|
Separation of Chairman of the Board of Directors and CEO
|
|
-
|
|
In principle we will vote in favor of a proposal to have a director who is
independent from the relevant company serve as the chairman of the board of directors
as long as there are not sufficient reasons to oppose the proposal, such as the
existence of a corporate governance organization that will counter a CEO who is also
serving as chairman.
|
E-87
|
-
|
|
A person considered to be independent shall mean a person for whom there is
no relationship between the relevant company and the director other than that of being
selected as a director.
|
|
|
|
Independence of Board of Directors
|
|
-
|
|
In principle we will vote in favor of a proposal to have directors who are
independent from the relevant company account for at least a majority or more than
two-thirds of the members of the board of directors.
|
|
-
|
|
In principle we will vote in favor of a proposal that the audit committee,
compensation committee and nominating committee of the board of directors shall be
composed solely of independent directors.
|
|
-
|
|
A person considered to be independent shall mean a person for whom there is
no relationship between the relevant company and the director other than that of being
selected as a director.
|
(2) Statutory Auditors
|
|
|
Ex Post Facto Approval of Actions by Statutory Auditors
|
|
|
|
|
In principle we will vote in favor of a proposal requesting ex post facto approval of an
action taken by a statutory auditor as long as there are no material concerns such as
having committed an act in violation of fiduciary duties.
|
|
|
|
Attendance by a Statutory Auditor at a General Meeting of Shareholders
|
|
|
|
|
In principle we will vote in favor of a proposal requesting that a statutory auditor attend
a general meeting of shareholders.
|
(3) Accounting Auditor
|
|
|
Fees of an accounting auditor
|
|
-
|
|
In principle we will vote in favor of a proposal requesting that the decision
on the fees of an accounting auditor is left up to the discretion of the board of
directors.
|
|
-
|
|
In principle we will oppose a proposal to reduce or waive the liability of an
accounting auditor.
|
|
|
|
Selection of the Accounting Auditor by a General Meeting of Shareholders
|
|
-
|
|
In principle we will vote in favor of a proposal to make the selection of an
accounting auditor a matter for resolution by a general meeting of shareholders.
|
E-88
12.
Conflicts of Interest
We will abstain from exercising shareholder voting rights in a company that would constitute a
conflict of interest.
The following company is determined to be a company that would constitute a conflict of interest:
13.
Shareholder Proposals
A decision regarding shareholders proposals will be made in accordance with the Guideline along
with companys proposal, however, will be considered on the basis of proposed individual items.
E-89
APPENDIX F
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES
To the best knowledge of the Trust, the names and addresses of the record and beneficial
holders of 5% or more of the outstanding shares of each class of the Trusts equity securities and
the percentage of the outstanding shares held by such holders are set forth below. Unless
otherwise indicated below, the Trust has no knowledge as to whether all or any portion of the
shares owned of record are also owned beneficially.
A shareholder who owns beneficially 25% or more of the outstanding securities of a Fund is
presumed to control that Fund as defined in the 1940 Act. Such control may affect the voting
rights of other shareholders.
All information listed below is as of June 15, 2012.
Invesco Van Kampen High Yield Municipal Fund
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Institutional
|
|
|
Class A
|
|
Class B
|
|
Class C
|
|
Class Y
|
|
Class
|
|
|
Shares
|
|
Shares
|
|
Shares
|
|
Shares
|
|
Shares
1
|
|
|
Percentage
|
|
Percentage
|
|
Percentage
|
|
Percentage
|
|
Percentage
|
Name and Address of
|
|
Owned of
|
|
Owned of
|
|
Owned of
|
|
Owned of
|
|
Owned of
|
Principal Holder
|
|
Record
|
|
Record
|
|
Record
|
|
Record
|
|
Record
|
Charles Schwab & Co Inc
Onesource Omnibus
Exclusive Benefit of Its Customers
101 Montgomery St
San Francisco, CA 94104-4151
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
34.29
|
%
|
|
|
|
|
Edward Jones & Co
Attn: Mutual Fund
Shareholder Accounting
201 Progress Parkway
Maryland Heights, MO 63043-3009
|
|
|
30.65
|
%
|
|
|
35.90
|
%
|
|
|
10.17
|
%
|
|
|
|
|
|
|
|
|
First Clearing, LLC
Special Custody Acct for the
Exclusive Benefit of Customer
2801 Market Street
Saint Louis, MO 631103-2523
|
|
|
10.65
|
%
|
|
|
16.77
|
%
|
|
|
16.15
|
%
|
|
|
15.49
|
%
|
|
|
|
|
MLPF&S for the Sole Benefit of ITS
Customers
Attn: Fund Administration
4800 Deer LakeDrive
E 2
nd
Floor
Jacksonville, FL 32246-6484
|
|
|
6.47
|
%
|
|
|
6.21
|
%
|
|
|
16.58
|
%
|
|
|
17.65
|
%
|
|
|
|
|
Morgan Stanley Smith Barney
Harborside Financial Center
Plaza 2, 3
rd
Floor
Jersey City, NJ 07311
|
|
|
7.35
|
%
|
|
|
|
|
|
|
13.03
|
%
|
|
|
8.67
|
%
|
|
|
|
|
National Financial Services LLC
FEBO Customers
Mutual Funds
200 Liberty St, 1WFC
New York, NY 10281-1003
|
|
|
5.14
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Institutional
|
|
|
Class A
|
|
Class B
|
|
Class C
|
|
Class Y
|
|
Class
|
|
|
Shares
|
|
Shares
|
|
Shares
|
|
Shares
|
|
Shares
1
|
|
|
Percentage
|
|
Percentage
|
|
Percentage
|
|
Percentage
|
|
Percentage
|
Name and Address of
|
|
Owned of
|
|
Owned of
|
|
Owned of
|
|
Owned of
|
|
Owned of
|
Principal Holder
|
|
Record
|
|
Record
|
|
Record
|
|
Record
|
|
Record
|
Pershing LLC
1 Pershing Plaza
Jersey City, NJ 07399-0001
|
|
|
|
|
|
|
7.07
|
%
|
|
|
6.10
|
%
|
|
|
10.37
|
%
|
|
|
|
|
Raymond James
Omnibus for Mutual Funds
Attn: Courtney Waller
880 Carillon Pkwy
St. Petersburg, FL 33716-1102
|
|
|
|
|
|
|
|
|
|
|
5.70
|
%
|
|
|
|
|
|
|
|
|
UBS WM USA
OMNI Account M/F
Attn: Department Manager
499 Washington Blvd, 9
th
Floor
Jersey City, NJ 07310-2055
|
|
|
6.92
|
%
|
|
|
|
|
|
|
6.08
|
%
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
Institutional Class has not yet commenced operations
|
Invesco Van Kampen Intermediate Term Municipal Income Fund
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A
|
|
Class B
|
|
Class C
|
|
Class Y
|
|
|
Shares
|
|
Shares
|
|
Shares
|
|
Shares
|
|
|
Percentage
|
|
Percentage
|
|
Percentage
|
|
Percentage
|
|
|
Owned of
|
|
Owned of
|
|
Owned of
|
|
Owned of
|
Name and Address of Principal Holder
|
|
Record
|
|
Record
|
|
Record
|
|
Record
|
Charles Schwab & Co Inc
Special Custody FBO Customers (SIM)
Attn: Mutual Funds
101 Montgomery St
San Francisco, CA 94104-4151
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5.85
|
%
|
Edward Jones & Co
Attn: Mutual Fund
Shareholder Accounting
201 Progress Parkway
Maryland Heights, MO 63043-3009
|
|
|
41.35
|
%
|
|
|
38.85
|
%
|
|
|
25.45
|
%
|
|
|
|
|
First Clearing, LLC
Special Custody Acct for the
Exclusive Benefit of Customer
2801 Market Street
Saint Louis, MO 631103-2523
|
|
|
5.97
|
%
|
|
|
26.93
|
%
|
|
|
13.86
|
%
|
|
|
5.14
|
%
|
LPL Financial
9785 Towne Centre Drive
San Diego, CA 92121-1968
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7.09
|
%
|
MLPF&S for the Sole Benefit of
ITS Customers
Attn: Fund Administration 970T3
4800 Deer Lake Drive, E 2
nd
Floor
Jacksonville, FL 32246-6484
|
|
|
6.69
|
%
|
|
|
7.48
|
%
|
|
|
13.01
|
%
|
|
|
|
|
Morgan Stanley Smith Barney
Harborside Financial Center
Plaza 2, 3
rd
Floor
Jersey City, NJ 07311
|
|
|
17.32
|
%
|
|
|
|
|
|
|
7.82
|
%
|
|
|
59.19
|
%
|
Pershing LLC
1 Pershing Plaza
Jersey City, NJ 07399-0001
|
|
|
|
|
|
|
|
|
|
|
5.19
|
%
|
|
|
|
|
F-2
Invesco Van Kampen Municipal Income Fund
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A
|
|
Class B
|
|
Class C
|
|
Class Y
|
|
|
Shares
|
|
Shares
|
|
Shares
|
|
Shares
|
|
|
Percentage
|
|
Percentage
|
|
Percentage
|
|
Percentage
|
|
|
Owned of
|
|
Owned of
|
|
Owned of
|
|
Owned of
|
Name and Address of Principal Holder
|
|
Record
|
|
Record
|
|
Record
|
|
Record
|
BNY Mellon Investment Servicing Inc.
FBO Primerica Financial Services
760 Moore Road
King of Prussia, PA 19406-1212
|
|
|
|
|
|
|
6.42
|
%
|
|
|
|
|
|
|
|
|
Edward Jones & Co
Attn: Mutual Fund
Shareholder Accounting
201 Progress Parkway
Maryland Heights, MO 63043-3009
|
|
|
26.18
|
%
|
|
|
28.74
|
%
|
|
|
16.35
|
%
|
|
|
|
|
First Clearing, LLC
Special Custody Acct for the
Exclusive Benefit of Customer
2801 Market Street
Saint Louis, MO 631103-2523
|
|
|
11.14
|
%
|
|
|
10.37
|
%
|
|
|
20.69
|
%
|
|
|
7.40
|
%
|
MLPF&S for the Sole Benefit of
ITS Customers
Attn: Fund Administration 970T3
4800 Deer Lake Drive, E 2
nd
Floor
Jacksonville, FL 32246-6484
|
|
|
|
|
|
|
5.56
|
%
|
|
|
7.44
|
%
|
|
|
|
|
Morgan Stanley Smith Barney
Harborside Financial Center
Plaza 2, 3
rd
Floor
Jersey City, NJ 07311
|
|
|
11.99
|
%
|
|
|
|
|
|
|
10.97
|
%
|
|
|
67.10
|
%
|
Pershing LLC
1 Pershing Plaza
Jersey City, NJ 07399-0002
|
|
|
|
|
|
|
7.25
|
%
|
|
|
6.60
|
%
|
|
|
|
|
UBS WM USA
OMNI Account M/F
Attn: Department Manager
499 Washington Blvd,
9
th
Floor
Jersey City, NJ 07310-2055
|
|
|
|
|
|
|
|
|
|
|
5.59
|
%
|
|
|
|
|
F-3
Invesco Van Kampen New York Tax Free Income Fund
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A
|
|
Class B
|
|
Class C
|
|
Class Y
|
|
|
Shares
|
|
Shares
|
|
Shares
|
|
Shares
|
|
|
Percentage
|
|
Percentage
|
|
Percentage
|
|
Percentage
|
|
|
Owned of
|
|
Owned of
|
|
Owned of
|
|
Owned of
|
Name and Address of Principal Holder
|
|
Record
|
|
Record
|
|
Record
|
|
Record
|
BNY Mellon Investment Servicing Inc.
FBO Primerica Financial Services
760 Moore Road
King of Prussia, PA 19406-1212
|
|
|
|
|
|
|
9.24
|
%
|
|
|
|
|
|
|
|
|
Charles Schwab & Co Inc
Special Custody Acct
FBO Customers
Attn: Mutual Funds
101 Montgomery St.
San Francisco, CA 94104-4151
|
|
|
6.11
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
Citigroup Global Markets Inc.
Attn: Cindy Tempest 7
th
Floor
333 W 34
th
Street
New York, NY 10001-2402
|
|
|
|
|
|
|
5.78
|
%
|
|
|
5.52
|
%
|
|
|
|
|
First Clearing, LL
Special Custody Acct for the
Exclusive Benefit of Customer
2801 Market Street
Saint Louis, MO 631103-2523
|
|
|
6.34
|
%
|
|
|
15.92
|
%
|
|
|
5.93
|
%
|
|
|
11.62
|
%
|
MLPF&S for the Sole Benefit of
ITS Customers
Attn: Fund Administration 970T3
4800 Deer Lake Drive, E 2
nd
Floor
Jacksonville, FL 32246-6484
|
|
|
6.33
|
%
|
|
|
5.83
|
%
|
|
|
13.96
|
%
|
|
|
5.43
|
%
|
Morgan Stanley Smith Barney
Harborside Financial Center
Plaza 2, 3
rd
Floor
Jersey City, NJ 07311
|
|
|
35.15
|
%
|
|
|
12.87
|
%
|
|
|
19.82
|
%
|
|
|
44.39
|
%
|
National Financial Services LLC
FEBO Customers
Mutual Funds
200 Liberty St, 1WFC
New York, NY 10281-1003
|
|
|
|
|
|
|
5.12
|
%
|
|
|
|
|
|
|
|
|
Pershing LLC
1 Pershing Plaza
Jersey City, NJ 07399-0001
|
|
|
5.85
|
%
|
|
|
20.15
|
%
|
|
|
9.40
|
%
|
|
|
18.72
|
%
|
RBC Capital Markets LLC
Mutual Fund Onmibus Processing
Attn: Mutual Funds Ops Manager
510 Marquette Ave S
Minneapolis, MN 55402-1110
|
|
|
|
|
|
|
|
|
|
|
11.53
|
%
|
|
|
|
|
UBS WM USA
OMNI Account M/F
Attn: Department Manager
499 Washington Blvd, 9
th
Floor
Jersey City, NJ 07310-2055
|
|
|
5.42
|
%
|
|
|
|
|
|
|
|
|
|
|
13.51
|
%
|
F-4
Management Ownership
As of June 15, 2012, the trustees and officers as a group owned less than 1% of the
outstanding shares of each class of each Fund.
F-5
APPENDIX G
MANAGEMENT FEES
Information for periods prior to June 1, 2010 is that of the predecessor funds. Information for
periods after June 1, 2010 is that of the Funds.
For the fiscal years ended in 2009, 2010, the period ended February 28, 2011, and fiscal year
ended 2012 as applicable (the prior fiscal year end of each Fund is indicated in parenthesis
following each Funds name; each Funds current fiscal year end is February 29), the predecessor
funds and the Funds paid advisory fees as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Advisory Fees Paid ($000)
|
|
|
for the Fiscal Year ended
|
|
|
|
|
|
|
|
|
|
|
February 28,
|
|
|
Fund Name
|
|
2009
1
|
|
2010
1
|
|
2011
2
|
|
2012
|
Invesco Van Kampen High Yield
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Municipal Fund (11/30)
|
|
$
|
20,015
|
|
|
$
|
29,541
|
|
|
$
|
6,488
|
|
|
$
|
24,946
|
|
Invesco Van Kampen
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Intermediate Term Municipal
|
|
$
|
816
|
|
|
$
|
1,282
|
|
|
$
|
539
|
|
|
$
|
1,731
|
|
Income Fund (9/30)
|
|
(net of fee waivers)
|
|
(net of fee waivers)
|
|
(net of fee waivers)
|
|
(net of fee waivers)
|
Invesco Van Kampen Municipal
|
|
$
|
2,924
|
|
|
$
|
3,347
|
|
|
$
|
1,286
|
|
|
$
|
7,575
|
|
Income Fund (9/30)
|
|
(net of fee waivers)
|
|
(net of fee waivers)
|
|
|
|
|
|
|
|
|
Invesco Van Kampen New York
|
|
$
|
209
|
|
|
$
|
221
|
|
|
$
|
87
|
|
|
$
|
311
|
|
Tax Free Income Fund (9/30)
|
|
(net of fee waivers)
|
|
(net of fee waivers)
|
|
(net of fee waivers)
|
|
(net of fee waivers)
|
For the fiscal years ended in 2009, 2010, the period ended February 28, 2011, and fiscal
year ended 2012 as applicable (the prior fiscal year end of each Fund is indicated in parenthesis
following each Funds name; each Funds current fiscal year end is February 28), the predecessor
funds and the Funds waived advisory fees as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Advisory Fees Waived ($000)
|
|
|
for the Fiscal Year ended
|
|
|
|
|
|
|
|
|
|
|
February 28,
|
|
|
Fund Name
|
|
2009
1
|
|
2010
1
|
|
2011
2
|
|
2012
|
Invesco Van Kampen Intermediate Term
Municipal Income
Fund (9/30)
|
|
$
|
204
|
|
|
$
|
320
|
|
|
$
|
135
|
|
|
$
|
580
|
|
Invesco Van Kampen New York Tax Free Income Fund (9/30)
|
|
$
|
238
|
|
|
$
|
251
|
|
|
$
|
99
|
|
|
$
|
353
|
|
|
|
|
1
|
|
The information is for the prior
fiscal year end of the Fund.
|
|
2
|
|
The information is for the fiscal
period from the end of the prior fiscal year end of the Fund, as indicated in
parenthesis, to February 28, 2011.
|
G-1
APPENDIX H
PORTFOLIO MANAGERS
Portfolio Manager Fund Holdings and Information on Other Managed Accounts
Invescos portfolio managers develop investment models which are used in connection with the
management of certain Invesco Funds as well as other mutual funds for which Invesco or an affiliate
acts as sub-adviser, other pooled investment vehicles that are not registered mutual funds, and
other accounts managed for organizations and individuals. The Investments chart reflects the
portfolio managers investments in the Funds that they manage. Accounts are grouped into three
categories: (i) investments made directly in the Fund, (ii) investments made in an Invesco pooled
investment vehicle with the same or similar objectives and strategies as the Fund, and (iii) any
investments made in any Invesco Fund or Invesco pooled investment vehicle. The Assets Managed
chart reflects information regarding accounts other than the Funds for which each portfolio manager
has day-to-day management responsibilities. Accounts are grouped into three categories: (i) other
registered investment companies, (ii) other pooled investment vehicles and (iii) other accounts.
To the extent that any of these accounts pay advisory fees that are based on account performance
(performance-based fees), information on those accounts is specifically broken out. In addition,
any assets denominated in foreign currencies have been converted into U.S. dollars using the
exchange rates as of the applicable date.
Investments
The following information is as of February 29, 2012:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dollar Range of all
|
|
|
|
|
|
|
Dollar Range of
|
|
Investments in
|
|
|
Dollar Range of
|
|
Investments in
|
|
Funds and Invesco
|
Portfolio
|
|
Investments in each
|
|
Invesco pooled
|
|
pooled investment
|
Manager
|
|
Fund
1
|
|
investment vehicles
2
|
|
vehicles
|
Invesco Van Kampen High Yield Municipal Fund
|
William Black
|
|
|
$100,001-$500,000
|
|
|
|
N/A
|
|
|
$
|
100,001-$500,000
|
|
Mark Paris
|
|
|
$1-$10,000
|
|
|
|
N/A
|
|
|
$
|
100,001-$500,000
|
|
James Phillips
|
|
|
$100,001-$500,000
|
|
|
|
N/A
|
|
|
$
|
100,001-$500,000
|
|
Invesco Van Kampen Intermediate Term Municipal Income Fund
|
Thomas Byron
|
|
|
$10,001-$50,000
|
|
|
|
N/A
|
|
|
$
|
100,001-$500,000
|
|
Robert Stryker
|
|
None
|
|
|
N/A
|
|
|
$
|
100,001-$500,000
|
|
Robert Wimmel
|
|
None
|
|
|
N/A
|
|
|
$
|
100,001-$500,000
|
|
Invesco Van Kampen Municipal Income Fund
|
Thomas Byron
|
|
|
$10,001-$50,000
|
|
|
|
N/A
|
|
|
$
|
100,001-$500,000
|
|
Robert Stryker
|
|
None
|
|
|
N/A
|
|
|
$
|
100,001-$500,000
|
|
Robert Wimmel
|
|
None
|
|
|
N/A
|
|
|
$
|
100,001-$500,000
|
|
|
|
|
|
1
|
|
This column reflects investments in a Funds
shares beneficially owned by a portfolio manager (as determined in accordance
with Rule 16a-1(a) (2) under the Securities Exchange Act of 1934, as amended).
Beneficial ownership includes ownership by a portfolio managers immediate
family members sharing the same household.
|
|
|
|
2
|
|
This column reflects portfolio managers investments
made either directly or through a deferred compensation or a similar plan in
Invesco pooled investment vehicles with the same or similar objectives and
strategies as the Fund as of the most recent fiscal year end of the Fund.
|
|
H-1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dollar Range of all
|
|
|
|
|
|
|
Dollar Range of
|
|
Investments in
|
|
|
Dollar Range of
|
|
Investments in
|
|
Funds and Invesco
|
Portfolio
|
|
Investments in each
|
|
Invesco pooled
|
|
pooled investment
|
Manager
|
|
Fund
1
|
|
investment vehicles
2
|
|
vehicles
|
Invesco Van Kampen New York Tax-Free Income Fund
|
Thomas Byron
|
|
None
|
|
|
N/A
|
|
|
$
|
100,001-$500,000
|
|
Robert Stryker
|
|
None
|
|
|
N/A
|
|
|
$
|
100,001-$500,000
|
|
Julius Williams
|
|
None
|
|
|
N/A
|
|
|
$
|
50,001-$100,000
|
|
Robert Wimmel
|
|
None
|
|
|
N/A
|
|
|
$
|
100,001-$500,000
|
|
Assets Managed
The following information is as of February 29, 2012:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Registered
|
|
Other Pooled
|
|
|
|
|
Investment
|
|
Investment Vehicles
|
|
Other Accounts
|
Portfolio
|
|
Companies Managed
|
|
Managed (assets in
|
|
Managed
|
Manager
|
|
(assets in millions)
|
|
millions)
|
|
(assets in millions)
|
|
|
Number
|
|
|
|
|
|
Number
|
|
|
|
|
|
Number
|
|
|
|
|
of
|
|
|
|
|
|
of
|
|
|
|
|
|
of
|
|
|
|
|
Accounts
|
|
Assets
|
|
Accounts
|
|
Assets
|
|
Accounts
|
|
Assets
|
Invesco Van Kampen High Yield Municipal Fund
|
William Black
|
|
|
4
|
|
|
$
|
1,087.8
|
|
|
None
|
|
None
|
|
None
|
|
None
|
Mark Paris
|
|
|
4
|
|
|
$
|
1,087.8
|
|
|
None
|
|
None
|
|
None
|
|
None
|
James Phillips
|
|
|
4
|
|
|
$
|
1,087.8
|
|
|
None
|
|
None
|
|
None
|
|
None
|
Invesco Van Kampen Intermediate Term Municipal Income Fund
|
Thomas Byron
|
|
|
30
|
|
|
$
|
14,104.8
|
|
|
None
|
|
None
|
|
None
|
|
None
|
Robert Stryker
|
|
|
30
|
|
|
$
|
14,104.8
|
|
|
None
|
|
None
|
|
None
|
|
None
|
Robert Wimmel
|
|
|
30
|
|
|
$
|
14,104.8
|
|
|
None
|
|
None
|
|
None
|
|
None
|
Invesco Van Kampen Municipal Income Fund
|
Thomas Byron
|
|
|
30
|
|
|
$
|
12,589.2
|
|
|
None
|
|
None
|
|
None
|
|
None
|
Robert Stryker
|
|
|
30
|
|
|
$
|
12,589.2
|
|
|
None
|
|
None
|
|
None
|
|
None
|
Robert Wimmel
|
|
|
30
|
|
|
$
|
12,589.2
|
|
|
None
|
|
None
|
|
None
|
|
None
|
Invesco Van Kampen New York Tax-Free Income Fund
|
Thomas Byron
|
|
|
30
|
|
|
$
|
14,473.0
|
|
|
None
|
|
None
|
|
None
|
|
None
|
Robert Stryker
|
|
|
30
|
|
|
$
|
14,473.0
|
|
|
None
|
|
None
|
|
None
|
|
None
|
Julius Williams
|
|
|
12
|
|
|
$
|
2,955.3
|
|
|
None
|
|
None
|
|
None
|
|
None
|
Robert Wimmel
|
|
|
30
|
|
|
$
|
14,473.0
|
|
|
None
|
|
None
|
|
None
|
|
None
|
H-2
Potential Conflicts of Interest
Actual or apparent conflicts of interest may arise when a portfolio manager has day-to-day
management responsibilities with respect to more than one Fund or other account. More
specifically, portfolio managers who manage multiple Funds and/or other accounts may be presented
with one or more of the following potential conflicts:
Ø
|
|
The management of multiple Funds and/or other accounts may result in a portfolio manager
devoting unequal time and attention to the management of each Fund and/or other account. The
Adviser and each Sub-Adviser seek to manage such competing interests for the time and
attention of portfolio managers by having portfolio managers focus on a particular investment
discipline.
Most other accounts managed by a portfolio manager are managed using the same investment models
that are used in connection with the management of the Funds.
|
|
Ø
|
|
If a portfolio manager identifies a limited investment opportunity
which may be suitable for more than one Fund or other account, a
Fund may not be able to take full advantage of that opportunity
due to an allocation of filled purchase or sale orders across all
eligible Funds and other accounts. To deal with these situations,
the Adviser, each Sub-Adviser and the Funds have adopted
procedures for allocating portfolio transactions across multiple
accounts.
|
|
|
|
Ø
|
|
The Adviser and each Sub-Adviser determine which broker to use to
execute each order for securities transactions for the Funds,
consistent with its duty to seek best execution of the
transaction. However, for certain other accounts (such as mutual
funds for which Invesco or an affiliate acts as sub-adviser, other
pooled investment vehicles that are not registered mutual funds,
and other accounts managed for organizations and individuals), the
Adviser and each Sub-Adviser may be limited by the client with
respect to the selection of brokers or may be instructed to direct
trades through a particular broker. In these cases, trades for a
Fund in a particular security may be placed separately from,
rather than aggregated with, such other accounts. Having separate
transactions with respect to a security may temporarily affect the
market price of the security or the execution of the transaction,
or both, to the possible detriment of the Fund or other account(s)
involved.
|
|
|
|
Ø
|
|
Finally, the appearance of a conflict of interest may arise where
the Adviser or Sub-Adviser has an incentive, such as a
performance-based management fee, which relates to the management
of one Fund or account but not all Funds and accounts for which a
portfolio manager has day-to-day management responsibilities.
|
|
The Adviser, each Sub-Adviser, and the Funds have adopted certain compliance procedures which
are designed to address these types of conflicts. However, there is no guarantee that such
procedures will detect each and every situation in which a conflict arises.
H-3
Description of Compensation Structure
For the Adviser and each affiliated Sub-Adviser
The Adviser and each Sub-Adviser seek to maintain a compensation program that is competitively
positioned to attract and retain high-caliber investment professionals. Portfolio managers receive
a base salary, an incentive bonus opportunity and an equity compensation opportunity. Portfolio
manager compensation is reviewed and may be modified each year as appropriate to reflect changes in
the market, as well as to adjust the factors used to determine bonuses to promote competitive Fund
performance. The Adviser and each Sub-Adviser evaluate competitive market compensation by reviewing
compensation survey results conducted by an independent third party of investment industry
compensation. Each portfolio managers compensation consists of the following three elements:
Base Salary.
Each portfolio manager is paid a base salary. In setting the base salary, the
Adviser and each Sub-Advisers intention is to be competitive in light of the particular portfolio
managers experience and responsibilities.
Annual Bonus.
The portfolio managers are eligible, along with other employees of the Adviser
and each Sub-Adviser, to participate in a discretionary year-end bonus pool. The Compensation
Committee of Invesco Ltd. reviews and approves the amount of the bonus pool available for the
Adviser and each of the Sub-Advisers investment centers. The Compensation Committee considers
investment performance and financial results in its review. In addition, while having no direct
impact on individual bonuses, assets under management are considered when determining the starting
bonus funding levels. Each portfolio manager is eligible to receive an annual cash bonus which is
based on quantitative (i.e. investment performance) and non-quantitative factors (which may
include, but are not limited to, individual performance, risk management and teamwork).
Each portfolio managers compensation is linked to the pre-tax investment performance of the
Funds/accounts managed by the portfolio manager as described in Table 1 below.
Table 1
|
|
|
Sub-Adviser
|
|
Performance time period
3
|
Invesco
4
|
|
One-, Three- and Five-year performance against Fund peer group.
|
Invesco Australia
4
|
|
|
Invesco Deutschland
|
|
|
|
Invesco Advisors- Invesco Real Estate
5
|
|
Not applicable
|
Invesco Senior Secured
4, 6
|
|
|
|
Invesco Canada
4
|
|
One-year performance against Fund peer group.
|
|
|
|
Three- and Five-year performance against
entire universe of Canadian funds.
|
|
Invesco Hong Kong
4
|
|
One-, Three- and Five-year performance against Fund peer group.
|
Invesco Asset Management
Invesco Japan
13
|
|
One-, Three- and Five-year performance
against the appropriate Micropol benchmark.
|
|
|
|
|
3
|
|
Rolling time periods based on calendar year-end.
|
|
|
|
4
|
|
Portfolio Managers may be granted an annual deferral
award that vests on a pro-rata basis over a four year period and final payments
are based on the performance of eligible Funds selected by the portfolio
manager at the time the award is granted.
|
|
|
|
5
|
|
Portfolio Managers for Invesco Global Real Estate Fund,
Invesco Real Estate Fund, Invesco Global Real Estate Income Fund and Invesco
V.I. Global Real Estate Fund base their bonus on new operating profits of the
U.S. Real Estate Division of Invesco.
|
|
|
|
6
|
|
Invesco Senior Secureds bonus is based on annual
measures of equity return and standard tests of collateralization performance.
|
|
H-4
High investment performance (against applicable peer group and/or benchmarks) would deliver
compensation generally associated with top pay in the industry (determined by reference to the
third-party provided compensation survey information) and poor investment performance (versus
applicable peer group) would result in low bonus compared to the applicable peer group or no bonus
at all. These decisions are reviewed and approved collectively by senior leadership which has
responsibility for executing the compensation approach across the organization.
Equity-Based Compensation.
Portfolio managers may be granted an annual deferral award that
allows them to select receipt of shares of certain Invesco Funds with a vesting period as well as
common shares and/or restricted shares of Invesco Ltd. stock from pools determined from time to
time by the Compensation Committee of Invesco Ltd.s Board of Directors. Awards of equity-based
compensation typically vest over time, so as to create incentives to retain key talent.
Portfolio managers also participate in benefit plans and programs available generally to all
employees.
|
|
|
|
7
|
|
Portfolio Managers for Invesco Pacific Growth Funds
compensation is based on the one-, three- and five-year performance against the
appropriate Micropol benchmark.
|
|
H-5
APPENDIX I
ADMINISTRATIVE SERVICE FEES
Information for periods prior to June 1, 2010 is that of the predecessor funds.
Information for periods after June 1, 2010 is that of the Funds.
The Funds paid Invesco the following amounts for administrative services for the fiscal year
ended from the end of the fiscal year end of the Fund, as indicated in parenthesis, to February 29,
2012:
|
|
|
|
|
Fund Name
|
|
February 29, 2012
|
Invesco Van Kampen High Yield Municipal Fund
|
|
$
|
626,974
|
|
Invesco Van Kampen Intermediate Term Municipal Income Fund
|
|
|
136,306
|
|
Invesco Van Kampen Municipal Income Fund
|
|
|
391,620
|
|
Invesco Van Kampen New York Tax-Free Income Fund
|
|
|
50,000
|
|
The predecessor funds of Invesco Van Kampen Intermediate Term Municipal Income Fund, Invesco
Van Kampen Municipal Income Fund and Invesco Van Kampen New York Tax Free Income Fund (the Van
Kampen predecessor funds) entered into other agreements described below:
Accounting Services Agreement
The Van Kampen predecessor funds entered into an accounting services agreement pursuant to
which the adviser provided accounting services to the Van Kampen predecessor funds supplementary to
those provided by the custodian. Such services were expected to enable the Van Kampen predecessor
funds to more closely monitor and maintain their accounts and records. The Van Kampen predecessor
funds paid all costs and expenses of office space and the equipment necessary to render such
services. Each Van Kampen predecessor fund shared together with the other Van Kampen funds in the
cost of providing such services with 25% of such costs shared proportionately based on the
respective number of classes of securities issued per fund and the remaining 75% of such costs
based proportionately on their respective net assets per fund.
Legal Services Agreement
The Van Kampen predecessor funds entered into legal services agreements pursuant to which Van
Kampen Investments provided legal services, including without limitation: accurate maintenance of
such funds minute books and records, preparation and oversight of such funds regulatory reports,
and other information provided to shareholders, as well as responding to day-to-day legal issues on
behalf of the fund. Payment by the fund for such services was made on a cost basis for the salary
and salary-related benefits, including but not limited to bonuses, group insurance and other
regular wages for the employment of personnel. Other funds distributed by the Van Kampen
predecessor funds distributor also received legal services from Van Kampen Investments. Of the
total costs for legal services provided to funds distributed by the Van Kampen predecessor funds
distributor, one-half of such costs were allocated equally to each fund and the remaining one half
of such costs were allocated among funds based on the type of fund and the relative net assets of
the fund.
I-1
Chief Compliance Officer Employment Agreement
Each Van Kampen predecessor fund entered into an employment agreement with John Sullivan and
Morgan Stanley pursuant to which Mr. Sullivan, an employee of Morgan Stanley, served as Chief
Compliance Officer of each Van Kampen predecessor fund and other Van Kampen funds. The Van Kampen
predecessor funds Chief Compliance Officer and his staff were responsible for administering the
compliance policies and procedures of the Van Kampen predecessor funds and other Van Kampen funds.
The Van Kampen predecessor funds reimbursed Morgan Stanley for the costs and expenses of such
services, including compensation and benefits, insurance, occupancy and equipment, information
processing and communication, office services, conferences and travel, postage and shipping. The
Van Kampen predecessor funds shared together with other Van Kampen Funds in the cost of providing
such services with 25% of such costs shared proportionately based on the respective number of
classes of securities issued per fund and the remaining 75% of such costs based proportionately on
the respective net assets per fund.
Portfolio Payments Pursuant to These Agreements
Pursuant to these agreements, the Van Kampen predecessor funds adviser or its affiliates
received approximate amounts from each of the predecessor funds of the following Funds as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year Ended September 30,
|
Fund
|
|
2008
|
|
2009
|
|
2010
|
Invesco Van Kampen Intermediate
Term Municipal Income Fund
|
|
|
55,800
|
|
|
|
59,900
|
|
|
|
78,563
|
|
Invesco Van Kampen Municipal
Income Fund
|
|
|
94,000
|
|
|
|
86,200
|
|
|
|
102,092
|
|
Invesco Van Kampen New York
Tax Free Income Fund
|
|
|
50,100
|
|
|
|
49,200
|
|
|
|
45,811
|
|
The predecessor fund of Invesco Van Kampen High Yield Municipal Fund (the Van Kampen
predecessor fund) entered into other agreements described below:
Accounting Services Agreement
The Van Kampen predecessor fund entered into an accounting services agreement pursuant to
which the adviser provided accounting services to the Van Kampen predecessor fund supplementary to
those provided by the custodian. Such services were expected to enable the Van Kampen predecessor
fund to more closely monitor and maintain their accounts and records. The Van Kampen predecessor
fund paid all costs and expenses of office space and the equipment necessary to render such
services. Each Van Kampen predecessor fund shared together with the other Van Kampen funds in the
cost of providing such services with 25% of such costs shared proportionately based on the
respective number of classes of securities issued per fund and the remaining 75% of such costs
based proportionately on their respective net assets per fund.
Chief Compliance Officer Employment Agreement
The Van Kampen predecessor fund entered into an employment agreement with John Sullivan and
Morgan Stanley pursuant to which Mr. Sullivan, an employee of Morgan Stanley, served as Chief
Compliance Officer of each predecessor fund and other Van Kampen funds. The Van Kampen predecessor
funds Chief Compliance Officer and his staff were responsible for administering the compliance
policies and procedures of the Van Kampen predecessor fund and other Van Kampen funds. The Van
Kampen predecessor fund reimbursed Morgan Stanley for the costs and expenses of
I-2
such services,
including compensation and benefits, insurance, occupancy and equipment, information processing and
communication, office services, conferences and travel, postage and shipping. The Van
Kampen predecessor fund shared together with other Van Kampen Funds in the cost of providing such
services with 25% of such costs shared proportionately based on the respective number of classes of
securities issued per fund and the remaining 75% of such costs based proportionately on the
respective net assets per fund.
Portfolio Payments Pursuant to These Agreements
Pursuant to these agreements, the Van Kampen predecessor funds adviser or its affiliates
received approximate amounts from the predecessor fund of the following Fund as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year Ended November 30,
|
Fund
|
|
2008
|
|
2009
|
|
2010
|
Invesco Van Kampen High Yield
|
|
$
|
225,100
|
|
|
$
|
272,800
|
|
|
$
|
491,324
|
|
Municipal Fund
|
|
|
|
|
|
|
|
|
|
|
|
|
I-3
APPENDIX J
BROKERAGE COMMISSIONS
Information for periods prior to June 1, 2010, is that of the predecessor funds. Information
for periods after June 1, 2010 is that of the Funds.
The predecessor funds of Invesco Van Kampen High Yield Municipal Fund, Invesco Van Kampen
Intermediate Term Municipal Income Fund, Invesco Van Kampen Municipal Income Fund and Invesco Van
Kampen New York Tax Free Income Fund paid no commissions to affiliated brokers during the last
three fiscal years.
During the fiscal period October 1, 2010 through February 28, 2011, Invesco Van Kampen
Intermediate Term Municipal Income and Invesco Van Kampen New York Tax Free Income Fund did not pay
brokerage commissions.
The Funds paid the following commissions to brokers during the fiscal years ended in 2009,
2010, the period ended February 28, 2011 and fiscal year ended 2012, (the prior fiscal year end of
each Fund is indicated in parenthesis following each Funds name; each Funds current fiscal year
end is the last day of February:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
February
28,
|
|
|
Fund
|
|
2009
1
|
|
2010
1
|
|
2011
2,3
|
|
2012
|
Invesco Van Kampen
High Yield
Municipal Fund
(11/30)
|
|
$
|
0
|
|
|
$
|
2,117
|
|
|
|
N/A
|
|
|
$
|
0
|
|
Invesco Van Kampen
Municipal Income
Fund (9/30)
|
|
|
0
|
|
|
|
0
|
|
|
$
|
2
|
|
|
$
|
0
|
|
|
|
|
1
|
|
The information is for the prior fiscal year end of the Fund.
|
|
2
|
|
The information is for the fiscal period from the end of the prior
fiscal year end of the Fund, as indicated in parenthesis, to February 28, 2011.
|
|
3
|
|
Disclosure regarding brokerage commissions are limited to commissions
paid on agency trades and designated as such on the trade confirm.
|
J-1
APPENDIX K
DIRECTED BROKERAGE (RESEARCH SERVICES) AND PURCHASES OF SECURITIES OF
REGULAR BROKERS OR DEALERS
Information for the period prior to June 1, 2010 is that of the predecessor funds.
Information for period after June 1, 2010 is that of the Funds.
The following information is that of Invesco Van Kampen High Yield Municipal Fund:
Directed Brokerage
During the fiscal year ended November 30, 2009 and 2010, the predecessor fund and the Fund
paid no brokerage commissions to brokers selected primarily on the basis of research services
provided to the Adviser.
During the fiscal year ended February 29, 2012, the Fund did not pay directed brokerage
commissions.
Regular Broker-Dealers
During the fiscal year ended February 29, 2012, the Fund did not purchase securities of their
regular brokers or dealers.
The following information is that of Invesco Van Kampen Intermediate Term Municipal Income
Fund, Invesco Van Kampen Municipal Income Fund and Invesco Van Kampen New York Tax Free Income
Fund:
Directed Brokerage
During the fiscal year ended September 30, 2010, the funds paid no brokerage commissions to
brokers selected primarily on the basis of research services provided to the Adviser.
During the fiscal year ended February 29, 2012, the Funds did not pay directed brokerage
commissions.
Regular Broker-Dealers
During the fiscal year ended February 29, 2012, none of the Funds purchased securities of
their regular brokers or dealers.
K-1
APPENDIX L
PURCHASE, REDEMPTION AND PRICING OF SHARES
Class A2, A5, B, B5, C5 and R5 shares are closed to new investors. Only investors who have
continuously maintained an account in Class A2, A5, B5, C5 or R5 of a specific Fund may make
additional purchases into Class A2, A5, B5, C5 and R5, respectively, of such specific Fund so long
as such Fund is open to new investors. All references in the following Purchase, Redemption and
Pricing of Shares section of this SAI to Class A, B, C and R shares, shall include Class A2 and A5
(except Invesco Money Market Fund), Class B5, Class C5, and Class R5 shares, respectively, unless
otherwise noted. All references in the following Purchase, Redemption and Pricing of Shares
section of this SAI to Invesco Cash Reserve Shares of Invesco Money Market Fund, shall include
Class A5 shares of Invesco Money Market Fund, unless otherwise noted.
Transactions through Financial Intermediaries
If you are investing indirectly in an Invesco Fund through a financial intermediary such as a
broker-dealer, a bank (including a bank trust department), an insurance company separate account,
an investment adviser, an administrator or trustee of a retirement plan or a qualified tuition plan
or a sponsor of a fee-based program that maintains a master account (an omnibus account) with the
Invesco Fund for trading on behalf of its customers, different guidelines, conditions and
restrictions may apply than if you held your shares of the Invesco Fund directly. These
differences may include, but are not limited to: (i) different eligibility standards to purchase
and sell shares, different eligibility standards to invest in Funds with limited offering status
and different eligibility standards to exchange shares by telephone; (ii) different minimum and
maximum initial and subsequent purchase amounts; (iii) system inability to provide Letter of Intent
privileges; and (iv) different annual amounts (less than 12%) subject to withdrawal under a
Systematic Redemption Plan without being subject to a contingent deferred sales charge. The
financial intermediary through whom you are investing may also choose to adopt different exchange
and/or transfer limit guidelines and restrictions, including different trading restrictions
designed to discourage excessive or short-term trading.
If the financial intermediary is managing your account, you may also be charged a transaction
or other fee by such financial intermediary, including service fees for handling redemption
transactions. Consult with your financial intermediary (or, in the case of a retirement plan, your
plan sponsor) to determine what fees, guidelines, conditions and restrictions, including any of the
above, may be applicable to you.
Purchase and Redemption of Shares
Purchases of Class A shares, Class A2 shares of Invesco Limited Maturity Treasury Fund and
Invesco Tax-Free Intermediate Fund, Class A5 shares of Invesco Money Market Fund and Invesco
Balanced-Risk Retirement Funds and Invesco Cash Reserve Shares of Invesco Money Market Fund
Initial Sales Charges
.
Each Invesco Fund (other than Invesco Tax-Exempt Cash Fund)
is grouped into one of four categories to determine the applicable initial sales charge for its
Class A shares. The sales charge is used to compensate Invesco Distributors and participating
dealers for their expenses incurred in connection with the distribution of the Invesco Funds
shares. You may also be charged a transaction or other fee by the financial intermediary managing
your account.
Class A shares of Invesco Tax-Exempt Cash Fund and Invesco Cash Reserve Shares of Invesco
Money Market Fund are sold without an initial sales charge.
L-1
Category I Funds
Invesco Asia Pacific Growth Fund
Invesco Balanced-Risk Allocation Fund
Invesco Balanced-Risk Commodity Strategy Fund
Invesco Balanced-Risk Retirement 2020 Fund
Invesco Balanced-Risk Retirement 2030 Fund
Invesco Balanced-Risk Retirement 2040 Fund
Invesco Balanced-Risk Retirement 2050 Fund
Invesco Balanced-Risk Retirement Now Fund
Invesco Charter Fund
Invesco China Fund
Invesco Conservative Allocation Fund
Invesco Constellation Fund
Invesco Convertible Securities Fund
Invesco Developing Markets Fund
Invesco Diversified Dividend Fund
Invesco Dynamics Fund
Invesco Emerging Markets Equity Fund
Invesco Endeavor Fund
Invesco Energy Fund
Invesco Equally-Weighted S&P 500 Fund
Invesco European Growth Fund
Invesco European Small Company Fund
Invesco Global Core Equity Fund
Invesco Global Quantitative Core Fund
Invesco Global Growth Fund
Invesco Global Health Care Fund
Invesco Global Real Estate Fund
Invesco Global Real Estate Income Fund
Invesco Global Small & Mid Cap Growth Fund
Invesco Gold & Precious Metals Fund
Invesco Growth Allocation Fund
Invesco Income Allocation Fund
Invesco International Allocation Fund
Invesco International Core Equity Fund
Invesco International Growth Fund
Invesco International Small Company Fund
Invesco Leisure Fund
Invesco Mid Cap Core Equity Fund
Invesco Moderate Allocation Fund
Invesco Pacific Growth Fund
Invesco Premium Income Fund
Invesco Real Estate Fund
Invesco S&P 500 Index Fund
Invesco Small Cap Equity Fund
Invesco Small Cap Growth Fund
Invesco Small Companies Fund
Invesco Summit Fund
Invesco Technology Fund
Invesco Technology Sector Fund
Invesco U.S. Quantitative Core Fund
Invesco Utilities Fund
Invesco Van Kampen American Franchise Fund
Invesco Van Kampen American Value Fund
Invesco Van Kampen Comstock Fund
Invesco Van Kampen Equity and Income Fund
Invesco Van Kampen Growth and Income Fund
Invesco Van Kampen Leaders Fund
Invesco Van Kampen Mid Cap Growth Fund
Invesco Van Kampen Small Cap Growth Fund
Invesco Van Kampen Small Cap Value Fund
Invesco Van Kampen Value Opportunities Fund
|
|
|
|
|
|
|
|
|
|
|
|
|
Dealer
|
|
|
Investors Sales Charge
|
|
Concession
|
|
|
|
|
As a
|
|
As a
|
|
|
As a
|
|
Percentage
|
|
Percentage
|
|
|
Percentage
|
|
of the Net
|
|
of the Net
|
Amount of Investment in
|
|
of the Public
|
|
Amount
|
|
Amount
|
Single Transaction
|
|
Offering Price
|
|
Invested
|
|
Invested
|
Less than $50,000
|
|
5.50%
|
|
5.82%
|
|
5.00%
|
$50,000 but less than $100,000
|
|
4.50
|
|
4.71
|
|
4.00
|
$100,000 but less than $250,000
|
|
3.50
|
|
3.63
|
|
3.00
|
$250,000 but less than $500,000
|
|
2.75
|
|
2.83
|
|
2.25
|
$500,000 but less than $1,000,000
|
|
2.00
|
|
2.04
|
|
1.75
|
L-2
Category II Funds
Invesco California Tax-Free Income Fund
Invesco Core Plus Bond Fund
Invesco Emerging Market Local Currency Debt Fund
Invesco High Yield Fund
Invesco High Yield Securities Fund
Invesco International Total Return Fund
Invesco Municipal Bond Fund
Invesco U.S. Government Fund
Invesco Van Kampen Corporate Bond Fund
Invesco Van Kampen High Yield Municipal Fund
Invesco Van Kampen Intermediate Term Municipal Income Fund
Invesco Van Kampen Municipal Income Fund
Invesco Van Kampen New York Tax Free Income Fund
Invesco Van Kampen Pennsylvania Tax Free Income Fund
Invesco Van Kampen U.S. Mortgage Fund
|
|
|
|
|
|
|
|
|
|
|
|
|
Dealer
|
|
|
Investors Sales Charge
|
|
Concession
|
|
|
|
|
As a
|
|
As a
|
|
|
As a
|
|
Percentage
|
|
Percentage
|
|
|
Percentage
|
|
of the Net
|
|
of the Net
|
Amount of Investment in
|
|
of the Public
|
|
Amount
|
|
Amount
|
Single Transaction
|
|
Offering Price
|
|
Invested
|
|
Invested
|
Less than $50,000
|
|
4.75%
|
|
4.99%
|
|
4.25%
|
$50,000 but less than $100,000
|
|
4.25
|
|
4.44
|
|
4.00
|
$100,000 but less than $250,000
|
|
3.50
|
|
3.63
|
|
3.25
|
$250,000 but less than $500,000
|
|
2.50
|
|
2.56
|
|
2.25
|
$500,000 but less than $1,000,000
|
|
2.00
|
|
2.04
|
|
1.75
|
Category III Funds
Invesco Limited Maturity Treasury Fund (Class A2 shares)
Invesco Tax-Free Intermediate Fund (Class A2 shares)
|
|
|
|
|
|
|
|
|
|
|
|
|
Dealer
|
|
|
Investors Sales Charge
|
|
Concession
|
|
|
|
|
As a
|
|
As a
|
|
|
As a
|
|
Percentage
|
|
Percentage
|
|
|
Percentage
|
|
of the Net
|
|
of the Net
|
Amount of Investment in
|
|
of the Public
|
|
Amount
|
|
Amount
|
Single Transaction
|
|
Offering Price
|
|
Invested
|
|
Invested
|
Less than $100,000
|
|
1.00%
|
|
1.01%
|
|
0.75%
|
$100,000 but less than $250,000
|
|
0.75
|
|
0.76
|
|
0.50
|
$250,000 but less than $1,000,000
|
|
0.50
|
|
0.50
|
|
0.40
|
As of the close of business on October 30, 2002, Class A2 shares of Invesco Limited
Maturity Treasury Fund and Invesco Tax-Free Intermediate Fund were closed to new investors. Current
investors must maintain a share balance in order to continue to make incremental purchases.
Effective February 1, 2010, Class A shares of Invesco Limited Maturity Treasury Fund and Invesco
Tax-Free Intermediate Fund are renamed Class A2 shares.
L-3
Category IV Funds
Invesco Floating Rate Fund
Invesco Limited Maturity Treasury Fund (Class A shares)
Invesco Short Term Bond Fund
Invesco Tax-Free Intermediate Fund (Class A shares)
|
|
|
|
|
|
|
|
|
|
|
|
|
Dealer
|
|
|
Investors Sales Charge
|
|
Concession
|
|
|
|
|
As a
|
|
As a
|
|
|
As a
|
|
Percentage
|
|
Percentage
|
|
|
Percentage
|
|
of the Net
|
|
of the Net
|
Amount of Investment in
|
|
of the Public
|
|
Amount
|
|
Amount
|
Single Transaction
|
|
Offering Price
|
|
Invested
|
|
Invested
|
Less than $100,000
|
|
2.50%
|
|
2.56%
|
|
2.00%
|
$100,000 but less than $250,000
|
|
1.75
|
|
1.78
|
|
1.50
|
$250,000 but less than $500,000
|
|
1.25
|
|
1.27
|
|
1.00
|
$500,000 but less than $1,000,000
|
|
1.00
|
|
1.01
|
|
1.00
|
Large Purchases of Class A Shares
.
Investors who purchase $1,000,000 or more of Class A
shares of Category I, II or IV Funds do not pay an initial sales charge. In addition, investors
who currently own Class A shares of Category I, II or IV Funds and make additional purchases that
result in account balances of $1,000,000 or more do not pay an initial sales charge on the
additional purchases. The additional purchases, as well as initial purchases of $1,000,000 or
more, are referred to as Large Purchases. If an investor makes a Large Purchase of Class A shares
of a Category I, II or IV Funds, each share will generally be subject to a 1.00% contingent
deferred sales charge (CDSC) if the investor redeems those shares within 18 months after purchase.
Invesco Distributors may pay a dealer concession and/or advance a service fee on Large
Purchases, as set forth below. Exchanges between the Invesco Funds may affect total compensation
paid.
Purchases of Class A Shares by Non-Retirement Plans
.
Invesco Distributors may make the
following payments to dealers of record for Large Purchases of Class A shares of Category I, II or
IV Funds by investors other than: (i) retirement plans that are maintained pursuant to Sections
401 and 457 of the Internal Revenue Code of 1986, as amended (the Code), and (ii) retirement plans
that are maintained pursuant to Section 403 of the Code if the employer or plan sponsor is a
tax-exempt organization operated pursuant to Section 501(c)(3) of the Code:
Percent of Purchases
1% of the first $2 million
plus 0.80% of the next $1 million
plus 0.50% of the next $17 million
plus 0.25% of amounts in excess of $20 million
If (i) the amount of any single purchase order plus (ii) the public offering price of all
other shares owned by the same customer submitting the purchase order on the day on which the
purchase order is received equals or exceeds $1,000,000, the purchase will be considered a jumbo
accumulation purchase. With regard to any individual jumbo accumulation purchase, Invesco
Distributors may make
L-4
payment to the dealer of record based on the cumulative total of jumbo
accumulation purchases made by the same customer over the life of his or her account(s).
If an investor made a Large Purchase of Class A shares of Invesco Limited Maturity Treasury
Fund or Invesco Tax-Free Intermediate Fund on and after October 31, 2002, and prior to February 1,
2010, and exchanges those shares for Class A shares of a Category I, II or IV Fund, Invesco
Distributors will pay 1.00% of such purchase as dealer compensation upon the exchange. The Class A
shares of the Category I, II or IV Fund received in exchange generally will be subject to a 1.00%
CDSC if the investor redeems such shares within 18 months from the date of exchange.
Purchases of Class A Shares by Certain Retirement Plans at NAV.
For purchases of Class A
shares of Category I, II and IV Funds, Invesco Distributors may make the following payments to
investment dealers or other financial service firms for sales of such shares at net asset value
(NAV) to certain retirement plans provided that the applicable dealer of record is able to
establish that the retirement plans purchase of such Class A shares is a new investment (as
defined below):
Percent of Purchases
0.50% of the first $20 million
plus 0.25% of amounts in excess of $20 million
This payment schedule will be applicable to purchases of Class A shares at NAV by the
following types of retirement plans: (i) all plans maintained pursuant to Sections 401 and 457 of
the Code, and (ii) plans maintained pursuant to Section 403 of the Code if the employer or plan
sponsor is a tax-exempt organization operated pursuant to Section 501(c)(3) of the Code.
A new investment means a purchase paid for with money that does not represent (i) the
proceeds of one or more redemptions of Invesco Fund shares, (ii) an exchange of Invesco Fund
shares, (iii) the repayment of one or more retirement plan loans that were funded through the
redemption of Invesco Fund shares, or (iv) money returned from another fund family. If Invesco
Distributors pays a dealer concession in connection with a plans purchase of Class A shares at
NAV, such shares may be subject to a CDSC of 1.00% of net assets for 12 months, commencing on the
date the plan first invests in Class A shares of an Invesco Fund. If the applicable dealer of
record is unable to establish that a plans purchase of Class A shares at NAV is a new investment,
Invesco Distributors will not pay a dealer concession in connection with such purchase and such
shares will not be subject to a CDSC.
With regard to any individual jumbo accumulation purchase, Invesco Distributors may make
payment to the dealer of record based on the cumulative total of jumbo accumulation purchases made
by the same plan over the life of the plans account(s).
Purchasers Qualifying For Reductions in Initial Sales Charges
.
As shown in the tables above,
purchases of certain amounts of Invesco Fund shares may reduce the initial sales charges. These
reductions are available to purchasers that meet the qualifications listed below. We will refer to
purchasers that meet these qualifications as Qualified Purchasers.
Definitions
As used herein, the terms below shall be defined as follows:
|
|
|
|
Individual refers to a person, as well as his or her Spouse or Domestic Partner
and his or her Children;
|
|
|
|
|
|
|
Spouse is the person to whom one is legally married under state law;
|
|
L-5
|
|
|
|
Domestic Partner is an adult with whom one shares a primary residence for at least
six-months, is in a relationship as a couple where one or each of them provides
personal or financial welfare of the other without a fee, is not related by blood and
is not married;
|
|
|
|
|
|
|
Child or Children include a biological, adopted or foster son or daughter, a
Step-child, a legal ward or a Child of a person standing in
loco parentis
;
|
|
|
|
|
|
|
Grandchild or Grandchildren include biological, adopted or foster son or
daughter, a Step-child, a legal ward or a Child of a Child of a person standing in
loco
parentis
;
|
|
|
|
|
|
|
Parent is a persons biological or adoptive mother or father;
|
|
|
|
|
|
|
Grandparent is a Parent of a persons biological or adoptive mother or father;
|
|
|
|
|
|
|
Step-child is the child of ones Spouse by a previous marriage or relationship;
|
|
|
|
|
|
|
Step-parent is the Spouse of a Childs Parent; and
|
|
|
|
|
|
|
Immediate Family includes an Individual (including, as defined above, a person,
his or her Spouse or Domestic Partner and his or her Children or Grandchildren) as well
as his or her Parents, Step-parents and the Parents of Spouse or Domestic Partner.
|
|
Individuals
|
|
|
|
an Individual (including his or her spouse or domestic partner, and children);
|
|
|
|
|
|
|
a retirement plan established exclusively for the benefit of an Individual,
specifically including, but not limited to, a Traditional IRA, Roth IRA, SEP IRA,
SIMPLE IRA, Solo 401(k), money purchase plan, profit sharing plan, or a tax-sheltered
403(b)(7) custodial account; and
|
|
|
|
|
|
|
a Coverdell Education Savings Account, maintained pursuant to Section 530 of the
Code (in either case, the account must be established by an Individual or have an
Individual named as the beneficiary thereof).
|
|
Employer-Sponsored Retirement Plans
|
|
|
|
a retirement plan maintained pursuant to Sections 401, 403 (only if the employer or
plan sponsor is a tax-exempt organization operated pursuant to Section 501(c)(3) of the
Code), 408 (includes SEP, SARSEP and SIMPLE IRA plans) or 457 of the Code, if:
|
|
|
|
a.
|
|
the employer or plan sponsor submits all contributions for all
participating employees in a single contribution transmittal (the Invesco Funds
will not accept separate contributions submitted with respect to individual
participants);
|
|
|
|
|
b.
|
|
each transmittal is accompanied by checks or wire transfers; and
|
|
|
|
|
c.
|
|
if the Invesco Funds are expected to carry separate accounts in the
names of each of the plan participants, (i) the employer or plan sponsor notifies
Invesco Distributors in writing that the separate accounts of all plan participants
should be linked, and (ii) all new participant accounts are established by
submitting an appropriate Account Application on behalf of each new participant
with the contribution transmittal.
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L-6
How to Qualify For Reductions in Initial Sales Charges
.
The following sections discuss
different ways that a Qualified Purchaser can qualify for a reduction in the initial sales charges
for purchases of Class A shares of the Invesco Funds.
Letters of Intent
A Qualified Purchaser may pay reduced initial sales charges by (i) indicating on the
Account Application that he, she or it intends to provide a Letter of Intent (LOI); and (ii)
subsequently fulfilling the conditions of that LOI. Employer-sponsored retirement plans, with the
exception of Solo 401(k) plans and SEP plans, are not eligible for a LOI.
The LOI confirms the total investment in shares of the Invesco Funds that the Qualified
Purchaser intends to make within the next 13 months. By marking the LOI section on the account
application and by signing the account application, the Qualified Purchaser indicates that he, she
or it understands and agrees to the terms of the LOI and is bound by the provisions described
below:
Calculating the Initial Sales Charge
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Each purchase of Fund shares normally subject to an initial sales charge made during
the 13-month period will be made at the public offering price applicable to a single
transaction of the total dollar amount indicated by the LOI (to determine what the
applicable public offering price is, look at the sales charge table in the section on
Initial Sales Charges above).
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It is the purchasers responsibility at the time of purchase to specify the account
numbers that should be considered in determining the appropriate sales charge.
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The offering price may be further reduced as described below under Rights of
Accumulation if Invesco Investment Services, Inc., the Invesco Funds transfer agent
(Transfer Agent) is advised of all other accounts at the time of the investment.
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Reinvestment of dividends and capital gains distributions acquired during the
13-month LOI period will not be applied to the LOI.
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Calculating the Number of Shares to be Purchased
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Purchases made and shares acquired through reinvestment of dividends and capital
gains distributions prior to the LOI effective date will be applied toward the
completion of the LOI based on the value of the shares calculated at the public
offering price on the effective date of the LOI.
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If a purchaser wishes to revise the LOI investment amount upward, he, she or it may
submit a written and signed request at any time prior to the completion of the original
LOI. This revision will not change the original expiration date.
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The Transfer Agent will process necessary adjustments upon the expiration or
completion date of the LOI.
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Fulfilling the Intended Investment
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By signing an LOI, a purchaser is not making a binding commitment to purchase
additional shares, but if purchases made within the 13-month period do not total the
amount specified, the purchaser generally will have to pay the increased amount of
sales charge.
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To assure compliance with the provisions of the 1940 Act, the Transfer Agent will
reserve, in escrow or similar arrangement, in the form of shares, an appropriate dollar
amount computed to the nearest full share) out of the initial purchase (or subsequent
purchases if necessary). All dividends and any capital gain distributions on the
escrowed shares will be credited to the
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L-7
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purchaser. All shares purchased, including those reserved, will be registered in the
purchasers name. If the total investment specified under this LOI is completed within
the 13-month period, the reserved shares will be promptly released, and additional
purchases will be subject to the appropriate breakpoint sales charge based on the
accounts current Right of Accumulation value.
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If the intended investment is not completed, the purchaser generally will pay the
Transfer Agent the difference between the sales charge on the specified amount and the
sales charge on the total amount actually purchased. If the purchaser does not pay
such difference within 20 days of the expiration date, the Transfer Agent will
surrender for redemption any or all shares, to make up such difference within 60 days
of the expiration date.
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Canceling the LOI
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If at any time before completing the LOI Program, the purchaser wishes to cancel the
agreement, he or she must give written notice to Invesco Distributors or its designee.
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If at any time before completing the LOI Program the purchaser requests the Transfer
Agent to liquidate or transfer beneficial ownership of his total shares, the LOI will
be automatically canceled. If the total amount purchased is less than the amount
specified in the LOI, the Transfer Agent will redeem an appropriate number of reserved
shares equal to the difference between the sales charge actually paid and the sales
charge that would have been paid if the total purchases had been made at a single time.
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Other Persons Eligible for the LOI Privilege
The LOI privilege is also available to holders of the Connecticut General Guaranteed Account,
established for tax qualified group annuities, for contracts purchased on or before June 30, 1992.
LOIs and Contingent Deferred Sales Charges
All LOIs to purchase $1,000,000 or more of Class A shares of Category I, II and IV
Funds are subject to an 18-month, 1% CDSC.
Rights of Accumulation
A Qualified Purchaser may also qualify for reduced initial sales charges based upon
his, her or its existing investment in shares of any of the Invesco Funds at the time of the
proposed purchase. To determine whether or not a reduced initial sales charge applies to a proposed
purchase, Invesco Distributors takes into account not only the money which is invested upon such
proposed purchase, but also the value of all shares of the Invesco Funds owned by such purchaser,
calculated at their then current public offering price.
If a purchaser qualifies for a reduced sales charge, the reduced sales charge applies to the
total amount
of money being invested, even if only a portion of that amount exceeds the breakpoint
for the reduced sales charge. For example, if a purchaser already owns qualifying shares of any
Invesco Fund with a value of $30,000 and wishes to invest an additional $30,000 in a Fund with a
maximum initial sales charge of 5.50%, the reduced initial sales charge of 4.50% will apply to the
full $30,000 purchase and not just to the $10,000 in excess of the $50,000 breakpoint.
To qualify for obtaining the discount applicable to a particular purchase, the purchaser or
his dealer must furnish the Transfer Agent with a list of the account numbers and the names in
which such accounts of the purchaser are registered at the time the purchase is made.
L-8
Rights of Accumulation are also available to holders of the Connecticut General Guaranteed
Account, established for tax-qualified group annuities, for contracts purchased on or before June
30, 1992.
If an investors new purchase of Class A shares of a Category I, II or IV Fund is at net asset
value, the newly purchased shares may be subject to a 1% CDSC if the investor redeems them prior to
the end of the 18 month holding period.
Other Requirements For Reductions in Initial Sales Charges
.
As discussed above, investors or
dealers seeking to qualify orders for a reduced initial sales charge must identify such orders and,
if necessary, support their qualification for the reduced charge. Invesco Distributors reserves
the right to determine whether any purchaser is entitled to the reduced sales charge based on the
definition of a Qualified Purchaser listed above. No person or entity may distribute shares of the
Invesco Funds without payment of the applicable sales charge other than to Qualified Purchasers.
Purchases of Class A shares of Invesco Tax-Exempt Cash Fund and Class A5 shares or Invesco
Cash Reserve Shares of Invesco Money Market Fund and Investor Class shares of any Invesco Fund will
not be taken into account in determining whether a purchase qualifies for a reduction in initial
sales charges.
Purchases of Class A Shares at Net Asset Value
.
Invesco Distributors permits certain
categories of persons to purchase Class A shares of Invesco Funds without paying an initial sales
charge. These are typically categories of persons whose transactions involve little expense, such
as persons who have a relationship with the Invesco Funds or with Invesco and certain programs for
purchase. It is the purchasers responsibility to notify Invesco Distributors or its designee of
any qualifying relationship at the time of purchase.
The following purchasers will not pay initial sales charges on purchases of Class A shares
because there is a reduced sales effort involved in sales to these purchasers:
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Any current, former or retired trustee, director, officer or employee (or immediate
family member of a current, former or retired trustee, director, officer or employee)
of any Invesco Fund or of Invesco Ltd. or any of its subsidiaries. This includes any
foundation, trust or employee benefit plan maintained by any of the persons listed
above;
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Any current or retired officer, director, or employee (and members of their
Immediate Family) of DST Systems, Inc. or Fiserv Output Solutions, a division of Fiserv
Solutions, Inc.;
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Any registered representative or employee of any intermediary who has an agreement
with Invesco Distributors to sell shares of the Invesco Funds (this includes any
members of their Immediate Family);
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Any investor who purchases their shares through an approved fee-based program (this
may include any type of account for which there is some alternative arrangement made
between the investor and the intermediary to provide for compensation of the
intermediary for services rendered in connection with the sale of the shares and
maintenance of the customer relationship);
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Any investor who purchases their shares with the proceeds of a rollover, transfer or
distribution from a retirement plan or individual retirement account for which Invesco
Distributors acts as the prototype sponsor to another retirement plan or individual
retirement account for which Invesco Distributors acts as the prototype sponsor, to the
extent that such proceeds are attributable to the redemption of shares of a Fund held
through the plan or account;
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Employer-sponsored retirement plans (the Plan or Plans) that are Qualified
Purchasers, as defined above, provided that such Plans:
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L-9
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a.
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have assets of at least $1 million; or
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b.
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have at least 100 employees eligible to participate in the Plan; or
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c.
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execute through a single omnibus account per Fund; further provided
that Plans maintained pursuant to Section 403(b) of the Code are not eligible to
purchase shares without paying an initial sales charge based on the aggregate
investment made by the Plan or the number of eligible employees unless the employer
or Plan sponsor is a tax-exempt organization operated pursuant to Section 501(c)(3)
of the Code;
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Grandfathered shareholders as follows:
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a.
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Shareholders of record of Advisor Class shares of AIM International
Growth Fund or AIM Worldwide Growth Fund on February 12, 1999 who have continuously
owned shares of the Invesco Funds;
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b.
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Shareholders of record of Class H, Class L, Class P and/or Class W of
applicable predecessor funds on May 28, 2010 who have continuously owned shares of
the corresponding Invesco Funds;
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c.
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Shareholders of record or discretionary advised clients of any
investment adviser holding shares of AIM Weingarten Fund or AIM Constellation Fund
on September 8, 1986, or of AIM Charter Fund on November 17, 1986, who have
continuously owned shares and who purchase additional shares of Invesco
Constellation Fund or Invesco Charter Fund, respectively;
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d.
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Unitholders of G/SET series unit investment trusts investing proceeds
from such trusts in shares of Invesco Constellation Fund; provided, however, prior
to the termination date of the trusts, a unitholder may invest proceeds from the
redemption or repurchase of his units only when the investment in shares of Invesco
Constellation Fund is effected within 30 days of the redemption or repurchase;
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e.
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A shareholder of a Fund that merges or consolidates with an Invesco
Fund or that sells its assets to an Invesco Fund in exchange for shares of an
Invesco Fund;
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f.
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Shareholders of the former GT Global funds as of April 30, 1987 who
since that date continually have owned shares of one or more of these funds;
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g.
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Certain former AMA Investment Advisers shareholders who became
shareholders of the AIM Global Health Care Fund in October 1989, and who have
continuously held shares in the GT Global funds since that time;
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h.
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Shareholders of record of Advisor Class shares of an Invesco Fund on
February 11, 2000 who have continuously owned shares of that Invesco Fund, and who
purchase additional shares of that Invesco Fund;
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i.
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Additional purchases of Class A shares by shareholders of record of
Class K shares on October 21, 2005 whose Class K shares were converted to Class A
shares;
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j.
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Shareholders of record of Class B shares of Invesco Global Dividend
Growth Securities Fund on May 20, 2011, who have continuously owned shares and who
purchase additional Class A shares of Invesco Global Core Equity Fund,
respectively; and
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k.
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Shareholders of record of Class B shares of Invesco Van Kampen Global
Equity Allocation Fund on May 20, 2011, who have continuously owned shares and who
purchase additional Class A shares of Invesco Global Core Equity Fund,
respectively.
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Any investor who maintains an account in Investor Class shares of a Fund (this
includes anyone listed in the registration of an account, such as a joint owner,
trustee or custodian, and members of their Immediate Family);
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Insurance company separate accounts;
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L-10
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Retirement plan established exclusively for the benefit of an individual
(specifically including, but not limited to, a Traditional IRA, Roth IRA, SEP IRA,
SIMPLE IRA, Solo 401(k), money purchase plan, profit sharing plan, or a tax-sheltered
403(b)(7) custodial account) if:
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a.
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such plan is funded by a rollover of assets from an Employer-Sponsored
Retirement Plan;
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b.
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the account being funded by such rollover is to be maintained by the
same trustee, custodian or administrator that maintained the plan from which the
rollover distribution funding such rollover originated, or an affiliate thereof;
and
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c.
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the dealer of record with respect to the account being funded by such
rollover is the same as the dealer of record with respect to the plan from which
the rollover distribution funding such rollover originated, or an affiliate
thereof.
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Transfers to IRAs that are attributable to Invesco Fund investments held in
4
03(b)(7)
s, SIMPLEs, SEPs, SARSEPs, Traditional or Roth IRAs; and
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Rollovers from Invesco held
403(b)(7)
s, 401(K)s, SEPs, SIMPLEs, SARSEPs, Money
Purchase Plans, and Profit Sharing Plans if the assets are transferred to an Invesco
IRA.
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In addition, an investor may acquire shares of any of the Invesco Funds at net asset value in
connection with:
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reinvesting dividends and distributions;
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exchanging shares of one Fund, that were previously assessed a sales charge, for
shares of another Fund; as more fully described in the Prospectus;
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the purchase of shares in connection with the repayment of a retirement plan loan
administered by Invesco Investment Services;
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as a result of a Funds merger, consolidation or acquisition of the assets of
another Fund;
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the purchase of Class A shares with proceeds from the redemption of Class B, Class C
or Class Y shares where the redemption and purchase are effectuated on the same
business day; or
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when buying Class A shares of Invesco Tax-Exempt Cash Fund.
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Unit investments trusts sponsored by Invesco Distributors or its affiliates.
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Unitholders of Invesco Van Kampen unit investment trusts that enrolled in the
reinvestment program prior to December 3, 2007 to reinvest distributions from such
trusts in Class A shares of the Invesco Funds. The Invesco Funds reserve the right to
modify or terminate this program at any time.
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Payments to Dealers
.
Invesco Distributors may elect to re-allow the entire initial sales
charge to dealers for all sales with respect to which orders are placed with Invesco Distributors
during a particular period. Dealers to whom substantially the entire sales charge is re-allowed
may be deemed to be underwriters as that term is defined under the 1933 Act.
The financial adviser through which you purchase your shares may receive all or a portion of
the sales charges and Rule 12b-1 distribution fees discussed above. In this context, financial
advisers
include any broker, dealer, bank (including bank trust departments), insurance company
separate account, transfer agent, registered investment adviser, financial planner, retirement plan
administrator and any other financial intermediary having a selling, administration or similar
agreement with Invesco Distributors or one or more of its corporate affiliates (collectively, the
Invesco Distributors Affiliates). In addition to those payments, Invesco Distributors Affiliates
may make additional cash payments to financial advisers in connection with the promotion and sale
of shares of the Invesco Funds. Invesco
L-11
Distributors Affiliates make these payments from their own
resources, from Invesco Distributors retention of underwriting concessions and from payments to
Invesco Distributors under Rule 12b-1 plans. In the case of sub-accounting payments, discussed
below, Invesco Distributors Affiliates will be reimbursed directly by the Invesco Funds for such
payments. These additional cash payments are described below. The categories described below are
not mutually exclusive. The same financial adviser, or one or more of its affiliates, may receive
payments under more than one or all categories. Most financial advisers that sell shares of the
Invesco Funds receive one or more types of these cash payments. Financial advisers negotiate the
cash payments to be paid on an individual basis. Where services are provided, the costs of
providing the services and the overall package of services provided may vary from one financial
adviser to another. Invesco Distributors Affiliates do not make an independent assessment of the
cost of providing such services.
Certain financial advisers listed below received one or more types of the following payments
during the prior calendar year. This list is not necessarily current and will change over time.
Certain arrangements are still being negotiated, and there is a possibility that payments will be
made retroactively to financial advisers not listed below. Accordingly, please contact your
financial adviser to determine whether they currently may be receiving such payments and to obtain
further information regarding any such payments.
Financial Support Payments.
Invesco Distributors Affiliates make financial support payments
as incentives to certain financial advisers to promote and sell shares of Invesco Funds. The
benefits Invesco Distributors Affiliates receive when they make these payments include, among other
things, placing Invesco Funds on the financial advisers funds sales system, and access (in some
cases on a preferential basis over other competitors) to individual members of the financial
advisers sales force or to the financial advisers management. Financial support payments are
sometimes referred to as shelf space payments because the payments compensate the financial
adviser for including Invesco Funds in its Fund sales system (on its sales shelf). Invesco
Distributors Affiliates compensate financial advisers differently depending typically on the level
and/or type of considerations provided by the financial adviser. In addition, payments typically
apply only to retail sales, and may not apply to other types of sales or assets (such as sales to
retirement plans, qualified tuition programs, or fee based adviser programs some of which may
generate certain other payments described below).
The financial support payments Invesco Distributors Affiliates make may be calculated on sales
of shares of Invesco Funds (Sales-Based Payments), in which case the total amount of such payments
shall not exceed 0.25% of the public offering price of all such shares sold by the financial
adviser during the particular period. Such payments also may be calculated on the average daily
net assets of the applicable Invesco Funds attributable to that particular financial adviser
(Asset-Based Payments), in which case the total amount of such cash payments shall not exceed 0.25%
per annum of those assets during a defined period. Sales-Based Payments primarily create
incentives to make new sales of shares of Invesco Funds and Asset-Based Payments primarily create
incentives to retain previously sold shares of Invesco Funds in investor accounts. Invesco
Distributors Affiliates may pay a financial adviser either or both Sales-Based Payments and
Asset-Based Payments.
Sub-Accounting and Networking Support Payments.
Invesco Investment Services, an Invesco
Distributors Affiliate, acts as the transfer agent for the Invesco Funds, registering the transfer,
issuance and redemption of Invesco Fund shares, and disbursing dividends and other distributions to
Invesco Funds shareholders. However, many Invesco Fund shares are owned or held by financial
advisers, as that term is defined above, for the benefit of their customers. In those cases, the
Invesco Funds often do not maintain an account for the shareholder. Thus, some or all of the
transfer agency functions for these accounts are performed by the financial adviser. In these
situations, Invesco
Distributors Affiliates may make payments to financial advisers that sell Invesco Fund shares
for certain transfer agency services, including record keeping and sub-accounting shareholder
accounts. Payments for these services typically do not exceed 0.25% (for non-Institutional Class
shares) or 0.10% (for Institutional Class shares) of average annual assets of such share classes or
$19 per annum per shareholder account (for non-Institutional Class shares only). Invesco
Distributors Affiliates also may make payments to certain financial advisers that sell Invesco Fund
shares in connection with client
L-12
account maintenance support, statement preparation and transaction
processing. The types of payments that Invesco Distributors Affiliates may make under this
category include, among others, payment of networking fees of up to $12 per shareholder account
maintained on certain mutual fund trading systems.
All fees payable by Invesco Distributors Affiliates pursuant to a sub-transfer agency, omnibus
account service or sub-accounting agreement are charged back to the Invesco Funds, subject to
certain limitations approved by the Board of the Trust.
Other Cash Payments.
From time to time, Invesco Distributors Affiliates, at their expense and
out of their own resources, may provide additional compensation to financial advisers which sell or
arrange for the sale of shares of a Fund. Such compensation provided by Invesco Distributors
Affiliates may include payment of ticket charges per purchase or exchange order placed by a
financial adviser, one-time payments for ancillary services such as setting up funds on a financial
advisers mutual fund trading systems, financial assistance to financial advisers that enable
Invesco Distributors Affiliates to participate in and/or present at conferences or seminars, sales
or training programs for invited registered representatives and other employees, client
entertainment, client and investor events, and other financial adviser-sponsored events, and travel
expenses, including lodging incurred by registered representatives and other employees in
connection with client prospecting, retention and due diligence trips. Other compensation may be
offered to the extent not prohibited by state laws or any self-regulatory agency, such as the
Financial Industry Regulatory Authority (FINRA) (formerly, NASD, Inc.). Invesco Distributors
Affiliates make payments for entertainment events it deems appropriate, subject to Invesco
Distributors Affiliates guidelines and applicable law. These payments may vary depending upon the
nature of the event or the relationship.
Invesco Distributors Affiliates are motivated to make the payments described above because
they promote the sale of Invesco Fund shares and the retention of those investments by clients of
financial advisers. To the extent financial advisers sell more shares of Invesco Funds or retain
shares of Invesco Funds in their clients accounts, Invesco Distributors Affiliates benefit from
the incremental management and other fees paid to Invesco Distributors Affiliates by the Invesco
Funds with respect to those assets.
In certain cases these payments could be significant to the financial adviser. Your financial
adviser may charge you additional fees or commissions other than those disclosed in the prospectus.
You can ask your financial adviser about any payments it receives from Invesco Distributors
Affiliates or the Invesco Funds, as well as about fees and/or commissions it charges. You should
consult disclosures made by your financial adviser at the time of purchase.
Certain Financial Advisers that Receive One or More Types of Payments
1st Global Capital Corporation
ACS HR Solutions
1
st
Partners, Inc.
401k Exchange, Inc.
401k Producer Services
A G Edwards & Sons, Inc.
ADP Broker Dealer, Inc.
AIG Retirement
Advantage Capital Corporation
Advest Inc.
Allianz Life
Allstate
Alliance Benefit Group
American Enterprise Investment
American Portfolios Financial Services Inc.
American Skandia Life Assurance Corporation
American United Life Insurance Company
Ameriprise Financial Services Inc.
Ameritrade Ascensus
Associated Securities Corporation
AXA Advisors, LLC
AXA Equitable
Baden Retirement Plan Services
The Bank of New York
Bank of America
Bank of Oklahoma
Barclays Capital Inc.
BCG Securities
Bear Stearns Securities Corp.
Bear Stearns and Co. Inc.
Benefit Plans
Administrators Benefit Trust Company
L-13
BMO Harris Bank NA
BNP Paribas
BOSC, Inc.
Branch Banking & Trust Company
Brinker Capital
Brown Brothers Harriman & Co.
Buck Kwasha Securities LLC
Cadaret Grant & Company, Inc.
Cambridge Investment Research, Inc.
Cantella & Co., Inc.
Capital One Investment Services LLC
Center for Due Diligence
Cantor Fitzgerald & Co.
Centennial Bank
Charles Schwab & Company, Inc.
Chase Insurance Life Annuity
Chase Citibank, N.A.
Citigroup Global Markets Inc.
Citi Smith Barney
Citibank NA
Citistreet
City National
Comerica Bank
Commerce Bank
Commonwealth Financial Network LPL
Community National Bank
Compass Bank
Compass Brokerage, Inc.
Contemporary Financial Solutions, Inc.
CPI Qualified Plan Consultants, Inc.
Credit Suisse Securities
Crowell Weedon & Co.
CUNA Brokerage Services, Inc.
CUSO Financial Services, Inc.
D.A. Davidson & Company
Daily Access Corporation
Davenport & Company LLC
David Lerner & Associates
Deutsche Bank Securities, Inc.
Digital Retirement Solutions
Diversified Investment Advisors
Dorsey & Company Inc.
Dyatech LLC
E*Trade Securities Inc
Edward Jones & Co.
Equitable Life
Equity Services, Inc.
ERISA Administrative Services Inc
Expertplan
Fidelity
Fifth Third Bank
Fifth Third Securities, Inc.
Financial Data Services Inc.
Financial Network Investment Corporation
Financial Planning Association
Financial Services Corporation
First Clearing Corp.
First Command Financial Planning, Inc.
First Financial Equity Corp.
First National Bank
First Southwest Company
Fringe Benefits Administrators Limited
Fringe Benefits Design
Frost Brokerage Services, Inc.
Frost National Bank
FSC Securities Corporation
Fund Services Advisors, Inc.
Gardner Michael Capital, Inc.
GE Capital Life Insurance Company of New York
GE Life & Annuity Company
Genworth
Genworth Financial Securities Corp.
Glenbrook Life and Annuity Company
Goldman, Sachs & Co.
Great West Life
Guaranty Bank & Trust
Guardian
GunnAllen Financial
GWFS Equities, Inc.
Hare and Company
Hartford
H.D. Vest
Hewitt Associates Inc
Hewitt Financial Services
Hightower Securities, LLC
Hilliard Lyons Inc
Hornor, Townsend & Kent, Inc.
Huntington Capital
Huntington National Bank
Huntington Investment Co
ICMA Retirement Corporation
ING
Ingham Group
Insured Retirement Institute
Intersecurities, Inc.
INVEST Financial Corporation, Inc.
Investacorp, Inc.
Investment Centers of America, Inc.
Jackson National Life
Janney Montgomery Scott Inc
Jefferson National Life Insurance Company
Jefferson Pilot Securities Corporation
J.M. Lummis Securities
John Hancock
JP Morgan
Kanaly Trust Company
Kaufmann and Goble Associates
Kemper
LaSalle Bank, N.A.
Legend Equities Corp
L-14
Legend Clearing Corp
Lincoln Financial
Lincoln Investment Planning
Lincoln National Life Insurance
Liquid Assets
Loop Capital Markets, LLC
LPL Financial Corp.
M & T Securities, Inc.
M M L Investors Services, Inc.
Marshall & Ilsley Trust Co., N.A.
Mass Mutual
Matrix
Mellon Bank N.A.
Mellon Financial
Mellon Financial Markets
Mercer Trust Company
Merrill Lynch
Metlife
Metropolitan Life
Meyer Financial Group, Inc.
Mid Atlantic Capital Corporation
Milliman Inc
Minnesota Lfe Insurance Co.
MMC Securities Corp
Money Concepts
Morgan Keegan & Company, Inc.
Morgan Stanley
MSCS Financial Services, LLC
Multi-Financial Securities Corporation
Municipal Capital Markets Group, Inc.
Mutual Service Corporation
Mutual Services, Inc.
N F P Securities, Inc.
NatCity Investments, Inc.
National Financial Services Corporation
National Integrity Life Insurance Co
National Planning Corporation
National Planning Holdings
National Retirement Partners Inc.
Nationwide
New York Life
Newport Retirement Services Inc
Next Financial Group, Inc.
NFP Securities Inc.
NRP Financial
Northeast Securities, Inc.
Northwest Plan Services Inc
Northwestern Mutual Investment Services
OFI Private Investments Inc
Ohio National
OneAmerica Financial Partners Inc.
Oppenheimer & Company, Inc.
Oppenheimer Securities
Oppenheimer Trust Company
Pacific Life
Penn Mutual Life
Pen-Cal
Penson Financial Services
Peoples Securities Inc
Pershing LLC
PFS Investments, Inc.
Phoenix Life Insurance Company
Piper Jaffray
PJ Robb
Plains Capital Bank
Plan Administrators
Plan Member
Planco
PNC Bank, N.A.
PNC Capital Markets LLC
PNC Investments, LLC
Primevest Financial Services, Inc.
Princeton Retirement Group, Inc.
Principal Financial
Principal Life Insurance Company
Proequities, Inc.
Prudential
Qualified Benefit Consultants Inc
R B C Dain Rauscher, Inc.
RBC Wealth Management
Randall & Hurley Inc
Raymond James
Reassure America Life Insurance Co
Reliance Trust Company
Retirement Plan Company LLC
Ridge Clearing
Robert W. Baird & Co.
Ross Sinclair & Associates LLC
Royal Alliance Associates
Riversource (Ameriprise)
RSBCO
RSM McGladrey Inc
S I I Investments, Inc.
Safekeeping/Money Center Clearing
SagePoint Financial, Inc.
Salomon Smith Barney
Sanders Morris Harris
SCF Securities, Inc.
Scott & Stringfellow, Inc.
Securities America, Inc.
Security Benefit Life
Security Distributors Inc
Security Financial Resources
Securian Financial Services, Inc.
Security Distributors, Inc.
Sentra Securities
Signator Investors, Inc.
Silverton Capital, Corp.
Simmons First Investment Group, Inc.
Smith Barney Inc.
Smith Hayes Financial Services
Southwest Securities
Sovereign Bank
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Spelman & Company
State Farm
State Street Bank & Trust Company
Sterne Agee & Leach
Stifel Nicolaus & Company
Summit Brokerage Servcies, Inc.
Summit Equities, Inc.
SunAmerica Retirement Markets, Inc
SunAmerica Securities, Inc.
SunGard
Sun Life
SunTrust
SunTrust Robinson Humphrey, Inc.
SWS Financial Services, Inc.
Symetra Investment Services Inc.
TD Ameritrade
TIAA-Cref
The (Wilson) William Financial Group
TFS Securities, Inc.
Tradetec Skyline
Transamerica Financial Advisors, Inc.
Transamerica Life
Transamerica Capital Inc.
Transamerica Treasury Curve, LLC
Trautmann Maher and Associates
Treasury Curve
Treasury Strategies
T Rowe Price
Trust Management Network, LLC
U.S. Bancorp
UBS Financial Services Inc.
UMB Financial Services, Inc.
Unified Fund Services Inc
Union Bank
Union Bank of California, N.A.
Union Central
United Planners Financial
USAA Investment Mgmt Co
USB Financial Services, Inc.
US Bank
U.S. Bank, N.A.
UVEST
USI Consulting Group
USI Securities, Inc.
The Vanguard Group
Vanguard Marketing Corp.
V S R Financial Services, Inc.
VALIC Financial Advisors, Inc.
VALIC Retirement Services Company
VLP Corporate Services
Vining Sparks IBG, LP
Wachovia Capital Markets, LLC
Wachovia
Waddell & Reed, Inc.
Wadsworth Investment Co., Inc.
Wall Street Financial Group, Inc.
Waterstone Financial Group, Inc.
Wedbush Morgan Securities Inc
Wells Fargo
Wilmington Trust Company
Woodbury Financial Services, Inc.
Woodstock Financial Group Inc
Zions First National Bank
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Purchases of Class B Shares
New or additional investments in Class B shares are no longer permitted; but investors may pay
a CDSC if they redeem their shares within a specified number of years after purchase. See the
Prospectus for additional information regarding contingent deferred sales charges. Invesco
Distributors may pay sales commissions to dealers and institutions who sell Class B shares of the
Invesco Funds at the time of such sales. Payments are equal to 4.00% of the purchase price, which
generally consist of a sales commission equal to 3.75% plus an advance of the first year service
fee of 0.25%.
Purchases of Class C Shares
Class C shares are sold at net asset value, and are not subject to an initial sales
charge. Investors in Class C shares may pay a CDSC if they redeem their shares within the first
year after purchase (no CDSC applies to Class C shares of Invesco Short Term Bond Fund unless you
exchange shares of another Invesco Fund that are subject to a CDSC into Invesco Short Term Bond
Fund). See the Prospectus for additional information regarding this CDSC. Invesco Distributors
may pay sales commissions to dealers and institutions who sell Class C shares of the Invesco Funds
(except for Class C shares of Invesco Short Term Bond Fund) at the time of such sales. Payments
with respect to Invesco Funds other than Invesco Floating Rate Fund will equal 1.00% of the
purchase price and will consist of a sales commission of 0.75% plus an advance of the first year
service fee of 0.25%. Payments with respect to Invesco Floating Rate Fund will equal 0.75% of the
purchase price and will consist of a sales commission of 0.50% plus an advance of the first year
service fee of 0.25%. These commissions are not paid on sales to investors exempt from the CDSC,
including shareholders of record of AIM Advisor Funds, Inc. on April 30, 1995, who purchase
additional shares in any of the Invesco Funds on or after May 1, 1995, and in circumstances where
Invesco Distributors grants an exemption on particular transactions.
Payments with Regard to Converted Class K Shares
For Class A shares acquired by a former Class K shareholder (i) as a result of a
fund merger; or (ii) as a result of the conversion of Class K shares into Class A shares on October
21, 2005, Invesco Distributors will pay financial intermediaries 0.45% on such Class A shares as
follows: (i) 0.25% from the Class A shares Rule 12b-1 plan fees; and (ii) 0.20% from Invesco
Distributors own resources provided that, on an annualized basis for 2005 as of October 21, 2005,
the 0.20% exceeds $2,000 per year.
Purchase and Redemption of Class P Shares
Certain former investors in the AIM Summit Plans I and II may acquire Class P shares
at net asset value. Please see Invesco Summit Funds Prospectus for details.
Purchases of Class R Shares
Class R shares are sold at net asset value, and are not subject to an initial sales
charge. For purchases of Class R shares of Category I, II or IV Funds, Invesco Distributors may
make the following payments to dealers of record provided that the applicable dealer of record is
able to establish that the purchase of Class R shares is a new investment or a rollover from a
retirement plan in which an Invesco Fund was offered as an investment option:
Percent of Cumulative Purchases
0.75% of the first $5 million
plus 0.50% of amounts in excess of $5 million
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With regard to any individual purchase of Class R shares, Invesco Distributors may make
payment to the dealer of record based on the cumulative total of purchases made by the same plan
over the life of the plans account(s).
Purchases of Class S Shares
Class S shares are limited to investors who purchase shares with the proceeds
received from a systematic contractual investment plan redemption within the 12-months prior to
purchasing Class S shares, and who purchase through an approved financial intermediary that has an
agreement with the distributor to sell Class S shares. Class S Shares are not otherwise sold to
members of the general public. An investor purchasing Class S shares will not pay an initial sales
charge. The investor will no longer be eligible to purchase additional Class S shares at that point
where the value of the contributions to the prior systematic contractual investment plan combined
with the subsequent Class S share contributions equals the face amount of what would have been the
investors systematic contractual investment plan under the 30-year investment option. The face
amount of a systematic contractual investment plan is the combined total of all scheduled monthly
investments under that plan. For a plan with a scheduled monthly investment of $100.00, the face
amount would have been $36,000.00 under the 30-year extended investment option. Class S shares
have a 12b-1 fee of 0.15%.
Purchases of Class Y Shares
Class Y shares are sold at net asset value, and are not subject to an initial sales charge or
to a CDSC. Please refer to the Prospectus for more information.
Purchases of Investor Class Shares
Investor Class shares are sold at net asset value, and are not subject to an initial sales
charge or to a CDSC. Invesco Distributors may pay dealers and institutions an annual service fee
of 0.25% of average daily net assets and such payments will commence immediately. The Investor
Class is closed to new investors.
Purchases of Institutional Class Shares
Institutional Class shares are sold at net asset value, and are not subject to an
initial sales charge or to a CDSC. Please refer to the Institutional Class Prospectus for more
information.
Exchanges
Terms and Conditions of Exchanges
.
Normally, shares of an Invesco Fund to be acquired by
exchange are purchased at their net asset value or applicable offering price, as the case may be,
determined on the date that such request is received, but under unusual market conditions such
purchases may be delayed for up to five business days if it is determined that a fund would be
materially disadvantaged by an immediate transfer of the proceeds of the exchange. If a
shareholder is exchanging into a Fund paying daily dividends, and the release of the exchange
proceeds is delayed for the foregoing five-day period, such shareholder will not begin to accrue
dividends until the sixth business day after the exchange.
Redemptions
General
.
Shares of the Invesco Funds may be redeemed directly through Invesco Distributors or
through any dealer who has entered into an agreement with Invesco Distributors. In addition to the
Funds obligation to redeem shares, Invesco Distributors may also repurchase shares as an
accommodation to shareholders. To effect a repurchase, those dealers who have executed Selected
Dealer Agreements with Invesco Distributors must phone orders to the order desk of the Funds at
(800) 959-4246 and guarantee delivery of all required documents in good order. A repurchase is
effected at the
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net asset value per share of the applicable Fund next determined after the repurchase order is
received in good order. Such an arrangement is subject to timely receipt by Invesco Investment
Services, the Funds transfer agent, of all required documents in good order. If such documents
are not received within a reasonable time after the order is placed, the order is subject to
cancellation. While there is no charge imposed by a Fund or by Invesco Distributors (other than
any applicable contingent deferred sales charge) when shares are redeemed or repurchased, dealers
may charge a fair service fee for handling the transaction.
Suspension of Redemptions
.
The right of redemption may be suspended or the date of payment
postponed when (a) trading on the New York Stock Exchange (NYSE) is restricted, as determined by
applicable rules and regulations of the SEC, (b) the NYSE is closed for other than customary
weekend and holiday closings, (c) the SEC has by order permitted such suspension, or (d) an
emergency as determined by the SEC exists making disposition of portfolio securities or the
valuation of the net assets of Fund not reasonably practicable. With respect to Invesco Money
Market Fund, Invesco Tax-Exempt Cash Fund, Premier Portfolio, Premier Tax-Exempt Portfolio and
Premier U.S. Government Money Portfolio, in the event that the Board of Trustees, including a
majority of Trustees who are not interested persons of the Trust as defined in the 1940 Act,
determines that the extent of the deviation between the Funds amortized cost per share and its
current net asset value per share calculated using available market quotations (or an appropriate
substitute that reflects current market conditions) may result in material dilution or other unfair
results to the Funds investors or existing shareholders, and irrevocably has approved the
liquidation of the Fund, the Board of Trustees has the authority to suspend redemptions of the Fund
shares.
Systematic Redemption Plan.
A Systematic Redemption Plan permits a shareholder of an Invesco
Fund to withdraw on a regular basis at least $50 per withdrawal. At the time the withdrawal plan
is established, the total account value must be $5,000 or more. Under a Systematic Redemption Plan,
all shares are to be held by Invesco Investment Services. To provide funds for payments made under
the Systematic Redemption Plan, Invesco Investment Services redeems sufficient full and fractional
shares at their net asset value in effect at the time of each such redemption.
Payments under a Systematic Redemption Plan constitute taxable events. Because such payments
are funded by the redemption of shares, they may result in a return of capital and in capital gains
or losses, rather than in ordinary income. Also because sales charges are imposed on additional
purchases of Class A shares, it is disadvantageous to affect such purchases while a Systematic
Redemption Plan is in effect.
Each Invesco Fund bears its share of the cost of operating the Systematic Redemption Plan.
Contingent Deferred Sales Charges Imposed upon Redemption of Shares
A CDSC may be imposed upon the redemption of Large Purchases of Class A shares of Category I,
II and IV Funds, upon the redemption of Class B shares or Class C shares (no CDSC applies to Class
C shares of Invesco Short Term Bond Fund unless you exchange shares of another Invesco Fund that
are subject to a CDSC into or Invesco Short Term Bond Fund). (In addition, no CDSC applies to Class
A2 shares.) See the Prospectus for additional information regarding CDSCs.
Contingent Deferred Sales Charge Exceptions for Large Purchases of Class A Shares
.
An investor who has made a Large Purchase of Class A shares of a Category I, II or IV Fund, will
not be subject to a CDSC upon the redemption of those shares in the following situations:
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Redemptions of shares of Category I, II or IV Funds held more than 18 months;
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Redemptions of shares held by retirement plans, maintained pursuant to Sections 403
(only if the employer or plan sponsor is a tax-exempt organization operated pursuant to
Section 501(c)(3) of the Code), 401 or 457 of the Code, in cases where (i) the plan has
remained
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invested in Class A shares of a Fund for at least 12 months, or (ii) the redemption is
not a complete redemption of shares held by the plan;
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Redemptions of shares by the investor where the investors dealer waives the amounts
otherwise payable to it by the distributor and notifies the distributor prior to the
time of investment;
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Minimum required distributions made in connection with an IRA, money purchase plan,
profit sharing plan or custodial account under Section 403(b) of the Code or other
retirement plan following attainment of age 70
1
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2
, or older, and only with respect to
that portion of such distribution that does not exceed 12% annually of the
participants beneficiary account value in a particular Fund;
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Redemptions following the death or post-purchase disability of (i) any registered
shareholders on an account or (ii) a settlor of a living trust, of shares held in the
account at the time of death or initial determination of post-purchase disability,
provided that shares have not been commingled with shares that are subject to CDSC; and
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Amounts from a monthly, quarterly or annual Systematic Redemption Plan of up to an
annual amount of 12% of the account value on a per fund basis provided the investor
reinvests his dividends. At the time the withdrawal plan is established, the total
account value must be $5,000 or more.
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Contingent Deferred Sales Charge Exceptions for Class B and C Shares
.
CDSCs will not apply to
the following redemptions of Class B or Class C shares, as applicable:
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Additional purchases of Class C shares of Invesco International Core Equity Fund and
Invesco Real Estate Fund by shareholders of record on April 30, 1995, of AIM
International Value Fund, predecessor to Invesco International Core Equity Fund, and
Invesco Real Estate Fund, except that shareholders whose broker-dealers maintain a
single omnibus account with Invesco Investment Services on behalf of those
shareholders, perform sub-accounting functions with respect to those shareholders, and
are unable to segregate shareholders of record prior to April 30, 1995, from
shareholders whose accounts were opened after that date will be subject to a CDSC on
all purchases made after March 1, 1996;
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Redemptions following the death or post-purchase disability of (1) any registered
shareholders on an account or (2) a settlor of a living trust, of shares held in the
account at the time of death or initial determination of post-purchase disability,
provided that shares have not been commingled with shares that are subject to CDSC;
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Certain distributions from individual retirement accounts, Section 403(b) retirement
plans, Section 457 deferred compensation plans and Section 401 qualified plans, where
redemptions result from (i) required minimum distributions to plan participants or
beneficiaries who are age 70
1
/
2
or older, and only with respect to that portion of such
distributions that does not exceed 12% annually of the participants or beneficiarys
account value in a particular Fund; (ii) in kind transfers of assets where the
participant or beneficiary notifies the distributor of the transfer no later than the
time the transfer occurs; (iii) tax-free rollovers or transfers of assets to another
plan of the type described above invested in Class B or Class C shares of one or more
of the Funds; (iv) tax-free returns of excess contributions or returns of excess
deferral amounts; and (v) distributions on the death or disability (as defined in the
Code) of the participant or beneficiary;
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Amounts from a monthly or quarterly Systematic Redemption Plan of up to an annual
amount of 12% of the account value on a per fund basis provided the investor reinvests
his dividends. At the time the withdrawal plan is established, the total account value
must be $5,000 or more;
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Liquidation initiated by the Fund when the account value falls below the minimum
required account size of $500; and
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Investment account(s) of Invesco and its affiliates.
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CDSCs will not apply to the following redemptions of Class C shares:
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A total or partial redemption of shares where the investors dealer of record
notifies the distributor prior to the time of investment that the dealer would waive
the upfront payment otherwise payable to him;
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Redemption of shares held by retirement plans, maintained pursuant to Sections 403
(only if the employer or plan sponsor is a tax-exempt organization operated pursuant to
Section 501(c)(3) of the Code), 401 or 457 of the Code, in cases where (i) the plan has
remained invested in Class C shares of a Fund for at least 12 months, or (ii) the
redemption is not a complete redemption of all Class C shares held by the plan; and
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Redemptions of Class C shares of a Fund other than Invesco Short Term Bond Fund if
you received such Class C shares by exchanging Class C shares of Invesco Short Term
Bond Fund.
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General Information Regarding Purchases, Exchanges and Redemptions
Good Order.
Purchase, exchange and redemption orders must be received in good order
in accordance with Invesco Investment Services policy and procedures and U.S. regulations. Invesco
Investment Services reserves the right to refuse transactions. Transactions not in good order will
not be processed and once brought into good order, will receive the current price. To be in good
order, an investor or financial intermediary must supply Invesco Investment Services with all
required information and documentation, including signature guarantees when required. In addition,
if a purchase of shares is made by check, the check must be received in good order. This means
that the check must be properly completed and signed, and legible to Invesco Investment Services in
its sole discretion. If a check used to purchase shares does not clear, or if any investment order
must be canceled due to nonpayment, the investor will be responsible for any resulting loss.
Authorized Agents.
Invesco Investment Services and Invesco Distributors may authorize agents
to accept purchase and redemption orders that are in good order on behalf of the Invesco Funds. In
certain cases, these authorized agents are authorized to designate other intermediaries to accept
purchase and redemption orders on a Funds behalf. The Fund will be deemed to have received the
purchase or redemption order when the Funds authorized agent or its designee accepts the order.
The order will be priced at the net asset value next determined after the order is accepted by the
Funds authorized agent or its designee.
Signature Guarantees
.
In addition to those circumstances listed in the Shareholder
Information section of each Funds prospectus, signature guarantees are required in the following
situations: (1) requests to transfer the registration of shares to another owner; (2) telephone
exchange and telephone redemption authorization forms; (3) changes in previously designated wiring
or electronic funds transfer instructions; (4) written redemptions or exchanges of shares held in
certificate form previously reported to Invesco as lost, whether or not the redemption amount is
under $250,000 or the proceeds are to be sent to the address of record; and (5) requests to redeem
accounts where the proceeds are over $250,000 or the proceeds are to be sent to an address or a
bank other than the address or bank of record. Invesco Funds may waive or modify any signature
guarantee requirements at any time.
Acceptable guarantors include banks, broker-dealers, credit unions, national securities
exchanges, savings associations and any other organization, provided that such institution or
organization qualifies as an eligible guarantor institution as that term is defined in rules
adopted by the SEC, and further provided that such guarantor institution is listed in one of the
reference guides contained in Invesco Investment Services current Signature Guarantee Standards
and Procedures, such as certain domestic banks, credit unions, securities dealers, or securities
exchanges. Notary public signatures are not an acceptable replacement for a signature guarantee.
Invesco Investment Services will also accept signatures with either: (1) a signature guaranteed
with a medallion stamp of the STAMP Program, or (2) a signature guaranteed with a medallion stamp
of the NYSE Medallion Signature Program, provided that
in either event, the amount of the total transaction involved does not exceed the surety coverage
amount indicated on the medallion. For information regarding whether a particular institution or
L-21
organization qualifies as an eligible guarantor institution and to determine how to fulfill a
signature guarantee requirement, an investor should contact the Client Services Department of
Invesco Investment Services.
Transactions by Telephone
.
By signing an account application form, an investor agrees that
Invesco Investment Services may surrender for redemption any and all shares held by Invesco
Investment Services in the designated account(s), or in any other account with any of the Invesco
Funds, present or future, which has the identical registration as the designated account(s).
Invesco Investment Services and Invesco Distributors are thereby authorized and directed to accept
and act upon any telephone redemptions of shares held in any of the account(s) listed, from any
person who requests the redemption proceeds to be applied to purchase shares in any one or more of
the Invesco Funds, provided that such Fund is available for sale and provided that the
registration and mailing address of the shares to be purchased are identical to the registration of
the shares being redeemed. An investor acknowledges by signing the form that he understands and
agrees that Invesco Investment Services and Invesco Distributors may not be liable for any loss,
expense or cost arising out of any telephone exchange requests affected in accordance with the
authorization set forth in these instructions if they reasonably believe such request to be
genuine. Procedures for verification of telephone transactions may include recordings of telephone
transactions (maintained for six months), requests for confirmation of the shareholders Social
Security Number and current address, and mailings of confirmations promptly after the transactions.
Invesco Investment Services reserves the right to modify or terminate the telephone exchange
privilege at any time without notice. An investor may elect not to have this privilege by marking
the appropriate box on the application. Then any exchanges must be effected in writing by the
investor.
Internet Transactions
.
An investor may effect transactions in his account through the
internet by establishing a Personal Identification Number (PIN). By establishing a PIN the
investor acknowledges and agrees that neither Invesco Investment Services nor Invesco Distributors
will be liable for any loss, expense or cost arising out of any internet transaction effected by
them in accordance with any instructions submitted by a user who transmits the PIN as
authentication of his or her identity. Procedures for verification of internet transactions
include requests for confirmation of the shareholders personal identification number and mailing
of confirmations promptly after the transactions. The investor also acknowledges that the ability
to effect internet transactions may be terminated at any time by the Invesco Funds. Policies for
processing transactions via the Internet may differ from policies for transactions via telephone
due to system settings.
Abandoned Property.
It is the responsibility of the investor to ensure that Invesco
Investment Services maintains a correct address for his account(s). An incorrect address may cause
an investors account statements and other mailings to be returned to Invesco Investment Services.
Upon receiving returned mail, Invesco Investment Services will attempt to locate the investor or
rightful owner of the account. If Invesco Investment Services is unable to locate the investor,
then it will determine whether the investors account has legally been abandoned. Invesco
Investment Services is legally obligated to escheat (or transfer) abandoned property to the
appropriate states unclaimed property administrator in accordance with statutory requirements.
The investors last known address of record determines which state has jurisdiction.
Retirement Plans Sponsored by Invesco Distributors.
Invesco Distributors acts as the
prototype sponsor for certain types of retirement plan documents. These plan documents are
generally available to anyone wishing to invest plan assets in the Funds. These documents are
provided subject to terms, conditions and fees that vary by plan type. Contact your financial
adviser or other intermediary for details.
Miscellaneous Fees.
In certain circumstances, the intermediary maintaining the
shareholder account through which your Fund shares are held may assess various fees related to the
maintenance of that account, such as:
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an annual custodial fee on accounts where Invesco Distributors acts as the prototype
sponsor;
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expedited mailing fees in response to overnight redemption requests; and
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copying and mailing charges in response to requests for duplicate statements.
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Please consult with your intermediary for further details concerning any applicable fees.
Institutional Class Shares
Before the initial purchase of shares, an investor must submit a completed account application
to his financial intermediary, who should forward the application to Invesco Investment Services,
Inc. at P.O. Box 219078, Kansas City, Missouri 64121-9078. An investor may change information in
his account application by submitting written changes or a new account application to his
intermediary or to Invesco Investment Services.
Purchase and redemption orders must be received in good order. To be in good order, the
financial intermediary must give Invesco Investment Services all required information and
documentation with respect to the investor. If the intermediary fails to deliver the investors
payment on the required settlement date, the intermediary must reimburse the Fund for any overdraft
charges incurred.
A financial intermediary may submit a written request to Invesco Investment Services for
correction of transactions involving Fund shares. If Invesco Investment Services agrees to correct
a transaction, and the correction requires a dividend adjustment, the intermediary must agree in
writing to reimburse the Fund for any resulting loss.
An investor may terminate his relationship with an intermediary and become the shareholder of
record on his account. However, until the investor establishes a relationship with an
intermediary, the investor will not be able to purchase additional shares of the Fund, except
through the reinvestment of distributions.
Generally payment for redeemed shares is made by Federal Reserve wire to the account
designated in the investors account application. By providing written notice to his financial
intermediary or to Invesco Investments Services, an investor may change the account designated to
receive redemption proceeds. Invesco Investment Services may request additional documentation.
Invesco Investment Services may request that an intermediary maintain separate master accounts
in the Fund for shares held by the intermediary (a) for its own account, for the account of other
institutions and for accounts for which the intermediary acts as a fiduciary; and (b) for accounts
for which the intermediary acts in some other capacity.
Offering Price
The following formula may be used to determine the public offering price per Class A share of
an investors investment:
Net Asset Value / (1 Sales Charge as % of Offering Price) = Offering Price. For example, at
the close of business on February 29, 2012, Invesco Van Kampen High Yield Municipal Fund Class A
shares had a net asset value per share of $19.83. The offering price, assuming an initial sales
charge of 5.50%, therefore was $20.98.
Institutional Class shares of the Invesco Funds are offered at net asset value.
L-23
Calculation of Net Asset Value
Each Invesco Fund determines its net asset value per share once daily as of the close of the
customary trading session of the NYSE on each business day of the Invesco Fund. In the event the
NYSE closes early on a particular day, each Invesco Fund determines its net asset value per share
as of the close of the NYSE on such day. Futures contracts may be valued at the final settlement
price set by an exchange on which they are principally traded. Listed options are valued at the
mean between the last bid and ask prices from the exchange on which they are principally traded.
Options not listed on an exchange are valued by an independent source at the mean between the last
bid and ask prices. The Invesco Funds determine net asset value per share by dividing the value of
an Invesco Funds securities, cash and other assets (including interest accrued but not collected)
attributable to a particular class, less all its liabilities (including accrued expenses and
dividends payable) attributable to that class, by the total number of shares outstanding of that
class. Determination of an Invesco Funds net asset value per share is made in accordance with
generally accepted accounting principles. Generally, the portfolio securities for non-money market
funds are recorded in the NAV no later than trade date plus one, except on fiscal quarter ends,
such securities are recorded on trade date. For money market funds, portfolio securities are
recorded in the NAV on trade date. The net asset value for shareholder transactions may be
different than the net asset value reported in the Invesco Funds financial statement due to
adjustments required by generally accepted accounting principles made to the net asset value of the
Invesco Fund at period end.
A security listed or traded on an exchange (excluding convertible bonds) held by an Invesco
Fund is valued at its last sales price or official closing price on the exchange where the security
is principally traded or, lacking any sales or official closing price on a particular day, the
security may be valued at the closing bid price on that day. Each equity security traded in the
over-the-counter market is valued on the basis of prices furnished by independent pricing services
vendors or market makers. Debt securities (including convertible bonds) and unlisted equities are
fair valued using an evaluated quote provided by an independent pricing vendor. Evaluated quotes
provided by the pricing vendor may be determined without exclusive reliance on quoted prices, and
may reflect appropriate factors such as institution-size trading in similar groups of securities,
developments related to special securities, dividend rate, yield, quality, coupon rate, maturity,
type of issue, individual trading characteristics and other market data. Securities for which
market prices are not provided by any of the above methods may be valued based upon quotes
furnished by independent sources and are valued at the last bid price in the case of equity
securities and Corporate Loans and in the case of debt obligations (excluding Corporate Loans), the
mean between the last bid and ask prices. Senior secured floating rate loans and senior secured
floating rate debt securities are fair valued using an evaluated quote provided by an independent
pricing service. Evaluated quotes provided by the pricing service may reflect appropriate factors
such as ratings, tranche type, industry, company performance, spread, individual trading
characteristics, institution-size trading in similar groups of securities and other market data.
Investments in open-end and closed-end registered investment companies that do not trade on an
exchange are valued at the end of day net asset value per share.
Generally, trading in corporate bonds, U.S. Government securities and money market instruments
is substantially completed each day prior to the close of the customary trading session of the
NYSE. The values of such securities used in computing the net asset value of an Invesco Funds
shares are determined at such times. Occasionally, events affecting the values of such securities
may occur between the times at which such values are determined and the close of the customary
trading session of the NYSE. If Invesco believes a development/event has actually caused a closing
price to no longer reflect current market value, the closing price may be adjusted to reflect the
fair value of the affected security as of the close of the NYSE as determined in good faith using
procedures approved by the Board.
Foreign securities are converted into U.S. dollar amounts using exchange rates as of the close
of the NYSE. If market quotations are available and reliable for foreign exchange traded equity
securities,
the securities will be valued at the market quotations. Because trading hours for certain
foreign securities end before the close of the NYSE, closing market quotations may become
unreliable. If between the time
L-24
trading ends on a particular security and the close of the
customary trading session on the NYSE, events occur that are significant and may make the closing
price unreliable, the Invesco Fund may fair value the security. If an issuer specific event has
occurred that Invesco determines, in its judgment, is likely to have affected the closing price of
a foreign security, it will price the security at fair value in good faith using procedures
approved by the Board. Adjustments to closing prices to reflect fair value may also be based on a
screening process from a pricing vendor to indicate the degree of certainty, based on historical
data, that the closing price in the principal market where a foreign security trades is not the
current market value as of the close of the NYSE. For foreign securities where Invesco believes,
at the approved degree of certainty, that the price is not reflective of current market value,
Invesco will use the indication of fair value from the pricing vendor to determine the fair value
of the security. The pricing vendor, pricing methodology or degree of certainty may change from
time to time. Multiple factors may be considered by the pricing vendor in determining adjustments
to reflect fair value and may include information relating to sector indices, ADRs, domestic and
foreign index futures, and exchange-traded funds.
Invesco Fund securities primarily traded in foreign markets may be traded in such
markets on days that are not business days of the Invesco Fund. Because the net asset value per
share of each Invesco Fund is determined only on business days of the Invesco Fund, the value of
the portfolio securities of an Invesco Fund that invests in foreign securities may change on days
when an investor cannot exchange or redeem shares of the Invesco Fund.
Securities for which market quotations are not available or are unreliable are valued at fair
value as determined in good faith by or under the supervision of the Trusts officers in accordance
with procedures approved by the Board of Trustees. Issuer specific events, market trends, bid/ask
quotes of brokers and information providers and other market data may be reviewed in the course of
making a good faith determination of a securitys fair value.
Redemptions in Kind
Although the Invesco Funds generally intend to pay redemption proceeds solely in cash, the
Invesco Funds reserve the right to determine, in their sole discretion, whether to satisfy
redemption requests by making payment in securities or other property (known as a redemption in
kind). For instance, an Invesco Fund may make a redemption in kind if a cash redemption would
disrupt its operations or performance. Securities that will be delivered as payment in redemptions
in kind will be valued using the same methodologies that the Invesco Fund typically utilizes in
valuing such securities. Shareholders receiving such securities are likely to incur transaction
and brokerage costs on their subsequent sales of such securities, and the securities may increase
or decrease in value until the shareholder sells them. The Trust, on behalf of the Invesco Funds
made an election under Rule 18f-1 under the 1940 Act (a Rule 18f-1 Election) and therefore, the
Trust, on behalf of an Invesco Fund, is obligated to redeem for cash all shares presented to such
Invesco Fund for redemption by any one shareholder in an amount up to the lesser of $250,000 or 1%
of that Invesco Funds net assets in any 90-day period. The Rule 18f-1 Election is irrevocable
while Rule 18f-1 under the 1940 Act is in effect unless the SEC by order permits withdrawal of such
Rule 18f-1 Election.
Backup Withholding
Accounts submitted without a correct, certified taxpayer identification number (TIN) or,
alternatively, a correctly completed and currently effective IRS Form W-8 (for non-resident aliens)
or Form W-9 (for U.S. persons including resident aliens) accompanying the registration information
generally will be subject to backup withholding.
Each Invesco Fund, and other payers, generally must withhold 28% of reportable dividends
(whether paid in cash or reinvested in additional Invesco Fund shares), including exempt-interest
dividends, in the case of any shareholder who fails to provide the Invesco Fund with a TIN and a
certification that he is not subject to backup withholding. This rate will expire and the backup
withholding
tax rate will be 31% for amounts paid after December 31, 2012, unless Congress enacts tax
legislation providing otherwise.
L-25
|
|
An investor is subject to backup withholding if:
|
|
|
|
|
1.
|
|
the investor fails to furnish a correct TIN to the Invesco Fund;
|
|
|
|
|
2.
|
|
the IRS notifies the Invesco Fund that the investor furnished an incorrect TIN;
|
|
|
|
|
3.
|
|
the investor or the Invesco Fund is notified by the IRS that the investor is
subject to backup withholding because the investor failed to report all of the interest
and dividends on such investors tax return (for reportable interest and dividends
only);
|
|
|
|
|
4.
|
|
the investor fails to certify to the Invesco Fund that the investor is not
subject to backup withholding under (3) above (for reportable interest and dividend
accounts opened after 1983 only); or
|
|
|
|
|
5.
|
|
the investor does not certify his TIN. This applies only to non-exempt mutual
fund accounts opened after 1983.
|
|
Interest and dividend payments are subject to backup withholding in all five situations
discussed above. Redemption proceeds are subject to backup withholding only if (1), (2) or (5)
above applies.
Certain payees and payments are exempt from backup withholding and information reporting.
Invesco or Invesco Investment Services will not provide Form 1099 to those payees.
Investors should contact the IRS if they have any questions concerning withholding.
IRS Penalties
Investors who do not supply the Invesco Funds with a correct TIN will be
subject to a $50 penalty imposed by the IRS unless such failure is due to reasonable cause and not
willful neglect. If an investor falsifies information on this form or makes any other false
statement resulting in no backup withholding on an account which should be subject to backup
withholding, such investor may be subject to a $500 penalty imposed by the IRS and to certain
criminal penalties including fines and/or imprisonment.
Nonresident Aliens
Nonresident alien individuals and foreign entities with a valid Form W-8
are not subject to the backup withholding previously discussed. The Form W-8 generally remains in
effect for a period starting on the date the Form is signed and ending on the last day of the third
succeeding calendar year. Such shareholders may, however, be subject to federal income tax
withholding at a 30% rate on ordinary income dividends and other distributions. Under applicable
treaty law, residents of treaty countries may qualify for a reduced rate of withholding or a
withholding exemption. Nonresident alien individuals and some foreign entities failing to provide
a valid Form W-8 may be subject to backup withholding and Form 1099 reporting.
L-26
APPENDIX M
AMOUNTS PAID PURSUANT TO DISTRIBUTIONS PLAN
A list of amounts paid by each class of shares to Invesco Distributors pursuant to the Plans
for the fiscal year ended February 29, 2012 and February 28, 2011 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A Shares
|
|
Class B Shares
|
|
Class C Shares
|
Fund
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
Invesco Van Kampen
High Yield
Municipal Fund
|
|
$
|
8,645,055
|
|
|
$
|
2,175,611
|
|
|
$
|
|
|
|
$
|
533,726
|
|
|
$
|
8,136,354
|
|
|
$
|
2,119,429
|
|
Invesco Van Kampen
Intermediate Term
Municipal Income
Fund
|
|
|
705,964
|
|
|
|
248,493
|
|
|
|
49,576
|
|
|
|
60,784
|
|
|
|
607,144
|
|
|
|
242,114
|
|
Invesco Van Kampen
Municipal Income
Fund
|
|
|
2,997,269
|
|
|
|
582,065
|
|
|
|
230,322
|
|
|
|
85,435
|
|
|
|
588,678
|
|
|
|
186,893
|
|
Invesco Van Kampen
New York Tax Free
Income Fund
|
|
|
282,480
|
|
|
|
72,294
|
|
|
|
2,666
|
|
|
|
11,059
|
|
|
|
170,154
|
|
|
|
73,009
|
|
For the fiscal year ended in 2010 (the fiscal year end of each Fund is indicated in
parenthesis following each Funds name), the predecessor funds of the following Funds distributor
received fees under the distribution plan as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percentage
|
|
|
|
|
|
|
|
|
|
|
of Average
|
|
Commissions
|
|
Servicing and
|
|
|
Aggregate
|
|
Daily Net
|
|
& Transaction
|
|
Administering
|
Fund Name
|
|
Fees
|
|
Assets
|
|
Fees
|
|
Plans
|
Invesco Van Kampen
High Yield
Municipal Fund
(11/30)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A
|
|
$
|
10,350,663
|
|
|
|
0.25
|
%
|
|
$
|
|
|
|
$
|
10,350,663
|
|
Class B
|
|
|
3,466,576
|
|
|
|
1.00
|
%
|
|
|
2,599,932
|
|
|
|
866,644
|
|
Class C
|
|
|
9,667,338
|
|
|
|
1.00
|
%
|
|
|
7,250,503
|
|
|
|
2,416,835
|
|
Invesco Van Kampen
Intermediate Term
Municipal Income
Fund (9/30)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A
|
|
$
|
617,096
|
|
|
|
0.25
|
%
|
|
|
|
|
|
$
|
617,096
|
|
Class B
|
|
|
148,694
|
|
|
|
1.00
|
%
|
|
$
|
111,520
|
|
|
|
37,174
|
|
Class C
|
|
|
509,955
|
|
|
|
1.00
|
%
|
|
|
382,466
|
|
|
|
127,489
|
|
Invesco Van Kampen
Municipal Income
Fund (9/30)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A
|
|
$
|
1,526,020
|
|
|
|
0.25
|
%
|
|
|
|
|
|
$
|
1,526,020
|
|
Class B
|
|
|
236,112
|
|
|
|
1.00
|
%
|
|
$
|
177,084
|
|
|
|
59,028
|
|
Class C
|
|
|
479,807
|
|
|
|
1.00
|
%
|
|
|
359,855
|
|
|
|
119,952
|
|
M-1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percentage
|
|
|
|
|
|
|
|
|
|
|
of Average
|
|
Commissions
|
|
Servicing and
|
|
|
Aggregate
|
|
Daily Net
|
|
& Transaction
|
|
Administering
|
Fund Name
|
|
Fees
|
|
Assets
|
|
Fees
|
|
Plans
|
Invesco Van Kampen
New York Tax Free
Income Fund (9/30)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A
|
|
$
|
178,565
|
|
|
|
0.25
|
%
|
|
|
|
|
|
$
|
178,565
|
|
Class B
|
|
|
75,967
|
|
|
|
0.75
|
%
|
|
$
|
50,529
|
|
|
|
25,438
|
|
Class C
|
|
|
189,788
|
|
|
|
1.00
|
%
|
|
|
142,341
|
|
|
|
47,447
|
|
For the fiscal year ended in 2010, (the fiscal year end of each Fund is indicated in
parenthesis following each Funds name), there were unreimbursed distribution-related expenses with
respect to the predecessor fund of the following Funds:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Approximate
|
|
|
Unreimbursed
|
|
Percentage of
|
|
|
Distribution-
|
|
Funds Net
|
Fund Name
|
|
Related Expenses
|
|
Assets
|
Invesco Van Kampen High Yield Municipal Fund (11/30)
|
|
|
|
|
|
|
|
|
Class B
|
|
$
|
0
|
|
|
|
*
|
|
Class C
|
|
|
215,977
|
|
|
|
*
|
|
Invesco Van Kampen Intermediate Term Municipal Income
Fund (9/30)
|
|
|
|
|
|
|
|
|
Class B
|
|
|
41,300
|
|
|
|
*
|
|
Class C
|
|
|
63,800
|
|
|
|
*
|
|
Invesco Van Kampen Municipal Income Fund (9/30)
|
|
|
|
|
|
|
|
|
Class B
|
|
|
2,663,100
|
|
|
|
12.03
|
%
|
Class C
|
|
|
290,800
|
|
|
|
*
|
|
Invesco Van Kampen New York Tax Free Income Fund (9/30)
|
|
|
|
|
|
|
|
|
Class B
|
|
|
0
|
|
|
|
0.00
|
%
|
Class C
|
|
|
1,800
|
|
|
|
*
|
|
|
|
|
*
|
|
Amount is less than 1.00%.
|
M-2
APPENDIX N
ALLOCATION OF ACTUAL FEES PAID PURSUANT TO DISTRIBUTION PLANS
An estimate by category of the allocation of actual fees paid by
Class A
shares of the Funds during
the fiscal year ended February 29, 2012, are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Invesco Van Kampen
|
|
Invesco Van
|
|
Invesco Van
|
|
|
Invesco Van Kampen
|
|
Intermediate Term
|
|
Kampen
|
|
Kampen New
|
|
|
High Yield Municipal
|
|
Municipal Income
|
|
Municipal Income
|
|
York Tax Free
|
|
|
Fund
|
|
Fund
|
|
Fund
|
|
Fund
|
Class A
|
|
|
|
|
|
|
|
|
Advertising
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
Printing & Mailing
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
Seminars
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
Underwriters
Compensation
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
Dealers
Compensation
|
|
$
|
8,645,055
|
|
|
$
|
705,964
|
|
|
$
|
2,997,269
|
|
|
$
|
282,480
|
|
Personnel
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
Travel Relating
to Marketing
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
Annual Report
Total
|
|
$
|
8,645,055
|
|
|
$
|
705,964
|
|
|
$
|
2,997,269
|
|
|
$
|
282,480
|
|
|
|
|
An estimate by category of the allocation of actual fees paid by
Class B
shares of the Funds
during the fiscal year ended February 29, 2012, are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Invesco Van Kampen
|
|
Invesco Van
|
|
Invesco Van
|
|
|
Invesco Van Kampen
|
|
Intermediate Term
|
|
Kampen
|
|
Kampen New
|
|
|
High Yield Municipal
|
|
Municipal Income
|
|
Municipal Income
|
|
York Tax Free
|
|
|
Fund
|
|
Fund
|
|
Fund
|
|
Fund
|
Class B
|
|
|
|
|
|
|
|
|
Advertising
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
Printing & Mailing
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
Seminars
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
Underwriters
Compensation
|
|
$
|
0
|
|
|
$
|
19,858
|
|
|
$
|
172,742
|
|
|
$
|
0
|
|
Dealers
Compensation
|
|
$
|
0
|
|
|
$
|
29,554
|
|
|
$
|
56,820
|
|
|
$
|
2,648
|
|
Personnel
|
|
$
|
0
|
|
|
$
|
164
|
|
|
$
|
760
|
|
|
$
|
18
|
|
Travel Relating to
Marketing
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
Annual Report Total
|
|
$
|
0
|
|
|
$
|
49,576
|
|
|
$
|
230,322
|
|
|
$
|
2,666
|
|
N-1
An estimate by category of the allocation of actual fees paid by
Class C
shares of the Funds
during the current fiscal year ended February 29, 2012, are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Invesco Van Kampen
|
|
Invesco Van
|
|
Invesco Van
|
|
|
Invesco Van Kampen
|
|
Intermediate Term
|
|
Kampen
|
|
Kampen New
|
|
|
High Yield Municipal
|
|
Municipal Income
|
|
Municipal Income
|
|
York Tax Free
|
|
|
Fund
|
|
Fund
|
|
Fund
|
|
Fund
|
Class C
|
|
|
|
|
|
|
|
|
Advertising
|
|
$
|
11,432
|
|
|
$
|
703
|
|
|
$
|
866
|
|
|
$
|
375
|
|
Printing & Mailing
|
|
$
|
442
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
Seminars
|
|
$
|
3,685
|
|
|
$
|
235
|
|
|
$
|
433
|
|
|
$
|
0
|
|
Underwriters
Compensation
|
|
$
|
377,120
|
|
|
$
|
28,141
|
|
|
$
|
27,285
|
|
|
$
|
7,887
|
|
Dealers
Compensation
|
|
$
|
7,685,530
|
|
|
$
|
573,609
|
|
|
$
|
555,763
|
|
|
$
|
160,765
|
|
Personnel
|
|
$
|
54,050
|
|
|
$
|
4,221
|
|
|
$
|
3,898
|
|
|
$
|
1,127
|
|
Travel Relating to
Marketing
|
|
$
|
4,095
|
|
|
$
|
235
|
|
|
$
|
433
|
|
|
$
|
0
|
|
Annual Report Total
|
|
$
|
8,136,354
|
|
|
$
|
607,144
|
|
|
$
|
588,678
|
|
|
$
|
170,154
|
|
N-2
APPENDIX O
TOTAL SALES CHARGES
Information for periods prior to June 1, 2010 is that of the predecessor funds.
Information for periods after June 1, 2010 is that of the Funds. The Funds current fiscal year end
is the last day of February.
The following chart reflects the contingent deferred sales charges paid by Class A, Class B
and Class C shareholders and retained by Invesco Distributors for the fiscal year ended February
29, 2012 and February 28, 2011:
|
|
|
|
|
|
|
|
|
|
|
February 29,
|
|
February 28,
|
Fund
|
|
2012
|
|
2011
|
Invesco Van Kampen High Yield Municipal Fund
|
|
$
|
304,943
|
|
|
$
|
49,380
|
|
Invesco Van Kampen Intermediate Term Municipal
Income Fund
|
|
|
41,869
|
|
|
|
45,299
|
|
Invesco Van Kampen Municipal Income Fund
|
|
|
54,185
|
|
|
|
533,300
|
|
Invesco Van Kampen New York Tax Free Income Fund
|
|
|
28,594
|
|
|
|
6,612
|
|
The following table describes the total underwriting commissions on the sale of shares of each
of the predecessor funds and the Funds for the fiscal years ended in 2008, 2009 and 2010 (the
fiscal year end of each Fund is indicated in parentheses following each Funds name):
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
Amounts
|
|
|
Underwriting
|
|
Retained by
|
Fund Name
|
|
Commissions
|
|
Distributor
|
Invesco Van Kampen High Yield Municipal Fund (11/30)
|
|
|
|
|
|
|
|
|
2010
|
|
$
|
10,497,181
|
|
|
$
|
1,083,295
|
|
2009
|
|
|
12,931,800
|
|
|
|
1,543,100
|
|
2008
|
|
|
14,449,900
|
|
|
|
1,600,600
|
|
Invesco Van Kampen Intermediate Term Municipal Income Fund (9/30)
|
|
|
|
|
|
|
|
|
2010
|
|
$
|
1,524,360
|
|
|
$
|
173,731
|
|
2009
|
|
|
1,283,200
|
|
|
|
147,100
|
|
2008
|
|
|
376,400
|
|
|
|
43,300
|
|
Invesco Van Kampen Municipal Income Fund (9/30)
|
|
|
|
|
|
|
|
|
2010
|
|
$
|
1,367,545
|
|
|
$
|
153,525
|
|
2009
|
|
|
1,998,700
|
|
|
|
243,500
|
|
2008
|
|
|
910,600
|
|
|
|
112,300
|
|
Invesco Van Kampen New York Tax Free Income Fund (9/30)
|
|
|
|
|
|
|
|
|
2010
|
|
$
|
170,527
|
|
|
$
|
16,122
|
|
2009
|
|
|
172,700
|
|
|
|
20,800
|
|
2008
|
|
|
269,700
|
|
|
|
26,400
|
|
O-1
PART C
OTHER INFORMATION
Item 28.
Exhibits
|
|
|
|
|
a (1)
|
|
|
|
(a) Amended and Restated Agreement and Declaration of Trust of Registrant, dated September
14, 2005.
(8)
|
|
|
|
|
|
|
|
-
|
|
(b) Amendment No. 1, dated May 24, 2006 to the Amended and Restated Agreement and
Declaration of Trust of Registrant, dated September 14, 2005.
(9)
|
|
|
|
|
|
|
|
-
|
|
(c) Amendment No. 2, dated July 5, 2006, to the Amended and Restated Agreement and
Declaration of Trust of Registrant, dated September 14, 2005.
(9)
|
|
|
|
|
|
|
|
-
|
|
(d) Amendment No. 3, dated May 1, 2008, to the Amended and Restated Agreement and
Declaration of Trust of Registrant, dated September 14, 2005.
(12)
|
|
|
|
|
|
|
|
-
|
|
(e) Amendment No. 4, dated June 19, 2008, to the Amended and Restated Agreement and
Declaration of Trust of Registrant, dated September 14, 2005.
(12)
|
|
|
|
|
|
|
|
-
|
|
(f) Amendment No. 5, dated October 28, 2009, to the Amended and Restated Agreement and
Declaration of Trust of Registrant, dated September 14, 2005.
(15)
|
|
|
|
|
|
|
|
-
|
|
(g) Amendment No. 6, dated November 12, 2009, to the Amended and Restated Agreement and
Declaration of Trust of Registrant, dated September 14, 2005.
(15)
|
|
|
|
|
|
|
|
-
|
|
(h) Amendment No. 7, dated February 12, 2012, to the Amended and Restated Agreement and
Declaration of Trust of Registrant, dated September 14, 2005.
(17)
|
|
|
|
|
|
|
|
-
|
|
(i) Amendment No. 8, dated February 26, 2012, to the Amended and Restated Agreement and
Declaration of Trust of Registrant, dated September 14, 2005.
(17)
|
|
|
|
|
|
|
|
-
|
|
(j) Amendment No. 9, dated June 15, 2010 to the Amended and Restated Agreement and
Declaration of Trust of Registrant, dated September 14, 2005.
(19)
|
|
|
|
|
|
|
|
-
|
|
(k) Amendment No. 10, dated April 1, 2011, to the Amended and Restated Agreement and
Declaration of Trust of Registrant, dated September 14, 2005.
(21)
|
|
|
|
|
|
|
|
-
|
|
(l) Amendment No. 11, dated October 26, 2011, to the Amended and Restated Agreement and
Declaration of Trust of Registrant, dated September 14, 2005.
(23)
|
|
|
|
|
|
|
|
|
-
|
|
(m) Amendment No. 12, dated December 1, 2011, to the Amended and Restated Agreement and
Declaration of Trust of Registrant, dated September 14, 2005.
(25)
|
|
|
|
|
|
|
b (1)
|
|
-
|
|
(a) Amended and Restated Bylaws of Registrant adopted effective September 14,
2005.
(8)
|
|
|
|
|
|
|
|
-
|
|
(b) Amendment, dated August 1, 2006, to Amended and Restated Bylaws of Registrant, adopted
September 14, 2005.
(10)
|
|
|
|
|
|
|
|
-
|
|
(c) Amendment No. 2, dated March 23, 2007, to Amended and Restated Bylaws of Registrant,
adopted effective September 14, 2005.
10)
|
|
|
|
|
|
|
|
-
|
|
(d) Amendment No. 3, dated January 1, 2008, to Amended and Restated Bylaws of Registrant,
adopted effective September 14, 2005.
(11)
|
C-1
|
|
|
|
|
|
|
-
|
|
(e) Amendment No. 4, dated April 30, 2010, to Amended and Restated Bylaws of Registrant,
adopted effective September 14, 2005.
(18)
|
|
|
|
|
|
c
|
|
-
|
|
Articles II, VI, VII, VIII and IX of the Amended and Restated Agreement and Declaration of
Trust, as amended, and Articles IV, V and VI of the Amended and Restated By-Laws, as
amended, define rights of holders of shares.
|
|
|
|
|
|
d (1)
|
|
-
|
|
(a) Master Investment Advisory Agreement, dated June 1, 2000, between Registrant and A I M
Advisors, Inc.
(3)
|
|
|
|
|
|
|
|
-
|
|
(b) Amendment No. 1, dated September 10, 2001, to Master Investment Advisory Agreement
between Registrant and A I M Advisors, Inc.
(4)
|
|
|
|
|
|
|
|
-
|
|
(c) Amendment No. 2, dated January 1, 2010, to Master Investment Advisory Agreement between
Registrant and Invesco Advisers, Inc., successor by merger to Invesco Aim Advisors, Inc.,
formerly A I M Advisors, Inc.
(16)
|
|
|
|
|
|
|
|
-
|
|
(d) Amendment No. 3, dated February 12, 2012, to Master Investment Advisory Agreement
between Registrant and Invesco Advisers, Inc.
(17)
|
|
|
|
|
|
|
|
-
|
|
(e) Amendment No. 4, dated April 30, 2010, to Master Investment Advisory Agreement between
Registrant and Invesco Advisers, Inc.
(18)
|
|
|
|
|
|
|
|
|
-
|
|
(f) Amendment No. 5, dated December 1. 2011, to Master Investment Advisory Agreement
between Registrant and Invesco Advisers, Inc.
(25)
|
|
|
|
|
|
|
(2)
|
|
-
|
|
(a) Master Intergroup Sub-Advisory Contract for Mutual Funds, dated May 1, 2008, between
Invesco Aim Advisors, Inc. on behalf of Registrant, and each of Invesco Asset Management
Deutschland GmbH, Invesco Asset Management Ltd., Invesco Asset Management (Japan) Limited,
Invesco Australia Limited, Invesco Global Asset Management (N.A), Inc., Invesco Hong Kong
Limited, Invesco Institutional (N.A.), Inc., Invesco Senior Secured Management, Inc. and
AIM Funds Management Inc.
(12)
|
|
|
|
|
|
|
|
|
|
(b) Amendment No. 1, dated January 1, 2010, to Master Intergroup Sub-Advisory Contract for
Mutual Funds, dated May 1, 2008 between Invesco Advisers, Inc., successor by merger to
Invesco Aim Advisors, Inc., on behalf of Registrant, and each of Invesco Asset Management
Deutschland GmbH, Invesco Asset Management Ltd., Invesco Asset Management (Japan) Limited,
Invesco Australia Limited, Invesco Hong Kong Limited, Invesco Senior Secured Management,
Inc. and Invesco Trimark Ltd.
(16)
|
|
|
|
|
|
|
|
-
|
|
(c) Amendment No. 2, dated February 12, 2010, to Master Intergroup Sub-Advisory Contract
for Mutual Funds, dated May 1, 2008 between Invesco Advisers, Inc., on behalf of
Registrant, and each of Invesco Asset Management Deutschland GmbH, Invesco Asset Management
Ltd., Invesco Asset Management (Japan) Limited, Invesco Australia Limited, Invesco Hong
Kong Limited, Invesco Senior Secured Management, Inc. and Invesco Trimark Ltd.
(17)
|
|
|
|
|
|
|
|
-
|
|
(d) Amendment No. 3, dated April 30, 2010, to Master Intergroup Sub-Advisory Contract for
Mutual Funds, dated May 1, 2008 between Invesco Advisers, Inc., on behalf of Registrant,
and each of Invesco Asset Management Deutschland GmbH, Invesco Asset Management Ltd.,
Invesco Asset Management (Japan) Limited, Invesco Australia Limited, Invesco Hong Kong
Limited, Invesco Senior Secured Management, Inc. and Invesco Trimark Ltd.
(18)
|
C-2
|
|
|
|
|
|
|
|
-
|
|
(e) Amendment No. 4, dated December 1, 2011, to Master Intergroup Sub-Advisory Contract for
Mutual Funds, dated May 1, 2008 between Invesco Advisers, Inc., on behalf of Registrant,
and each of Invesco Asset Management Deutschland GmbH, Invesco Asset Management Ltd.,
Invesco Asset Management (Japan) Limited, Invesco Australia Limited, Invesco Hong Kong
Limited, Invesco Senior Secured Management, Inc. and Invesco Trimark Ltd.
(25)
|
|
|
|
|
|
|
e (1)
|
|
-
|
|
(a) First Restated Master Distribution Agreement, made as of August 18, 2003, as
subsequently amended, and restated September 20, 2006, by and between Registrant (all
classes of shares except Class B shares) and A I M Distributors, Inc.
(10)
|
|
|
|
|
|
|
|
-
|
|
(b) Amendment No. 1, dated December 8, 2006, to the First Restated Master Distribution
Agreement, made as August 18, 2003, as subsequently amended, and as restated September 20,
2006, by and between Registrant (all classes of shares except Class B shares), and A I M
Distributors, Inc.
(10)
|
|
|
|
|
|
|
|
-
|
|
(c) Amendment No. 2, dated January 31, 2007, to the First Restated Master Distribution
Agreement, made as August 18, 2003, as subsequently amended, and as restated September 20,
2006, by and between Registrant (all classes of shares except Class B shares), and A I M
Distributors, Inc.
(10)
|
|
|
|
|
|
|
|
-
|
|
(d) Amendment No. 3, dated February 28, 2007, to the First Restated Master Distribution
Agreement, made as August 18, 2003, as subsequently amended and as restated September 20,
2006, by and between Registrant (all classes of shares except Class B shares), and A I M
Distributors, Inc.
(10)
|
|
|
|
|
|
|
|
-
|
|
(e) Amendment No. 4, dated March 9, 2007, to the First Restated Master Distribution
Agreement, made as August 18, 2003, as subsequently amended and as restated September 20,
2006, by and between Registrant (all classes of shares except Class B shares), and A I M
Distributors, Inc.
(10)
|
|
|
|
|
|
|
|
-
|
|
(f) Amendment No. 5, dated April 23, 2007, to the First Restated Master Distribution
Agreement, made as August 18, 2003, as subsequently amended and as restated September 20,
2006, by and between Registrant (all classes of shares except Class B shares), and A I M
Distributors, Inc.
(10)
|
|
|
|
|
|
|
|
-
|
|
(g) Amendment No. 6, dated September 28, 2007, to the First Restated Master Distribution
Agreement, made as of August 18, 2003, as subsequently amended and as restated September
20, 2006, by and between Registrant (all classes of shares except Class B shares) and A I M
Distributors, Inc.
(11)
|
|
|
|
|
|
|
|
-
|
|
(h) Amendment No. 7, dated December 20, 2007, to the First Restated Master Distribution
Agreement, made as of August 18, 2003, as subsequently amended and as restated September
20, 2006, by and between Registrant (all classes of shares except Class B shares) and A I M
Distributors, Inc.
(11)
|
|
|
|
|
|
|
|
-
|
|
(i) Amendment No. 8, dated April 28, 2008, to the First Restated Master Distribution
Agreement, made as of August 18, 2003, as subsequently amended and as restated September
20, 2006, by and between Registrant (all classes of shares except Class B shares) and
Invesco Aim Distributors, Inc. (formerly A I M Distributors, Inc.)
(12)
|
|
|
|
|
|
|
|
-
|
|
(j) Amendment No. 9, dated April 30, 2008, to the First Restated Master Distribution
Agreement, made as of August 18, 2003, as subsequently amended and as restated September
20, 2006, by and between Registrant (all classes of shares except Class B shares) and
Invesco Aim Distributors, Inc.
(12)
|
C-3
|
|
|
|
|
|
|
-
|
|
(k) Amendment No. 10, dated May 1, 2008, to the First Restated Master Distribution
Agreement, made as of August 18, 2003, as subsequently amended and as restated September
20, 2006, by and between Registrant (all classes of shares except Class B shares) and
Invesco Aim Distributors, Inc.
(12)
|
|
|
|
|
|
|
|
-
|
|
(l) Amendment No. 11, dated July 24, 2008, to the First Restated Master Distribution
Agreement, made as of August 18, 2003, as subsequently amended and as restated September
20, 2006, by and between Registrant (all classes of shares except Class B shares) and
Invesco Aim Distributors, Inc.
(13)
|
|
|
|
|
|
|
|
-
|
|
(m) Amendment No. 12, dated October 3, 2008, to the First Restated Master Distribution
Agreement, made as of August 18, 2003, as subsequently amended and as restated September
20, 2006, by and between Registrant (all classes of shares except Class B shares) and
Invesco Aim Distributors, Inc.
(14)
|
|
|
|
|
|
|
|
-
|
|
(n) Amendment No. 13, dated June 2, 2009, to the First Restated Master Distribution
Agreement, made as of August 18, 2003, as subsequently amended and as restated September
20, 2006, by and between Registrant (all classes of shares except Class B shares) and
Invesco Aim Distributors, Inc.
(14)
|
|
|
|
|
|
|
|
-
|
|
(o) Amendment No. 14, dated June 2, 2009, to the First Restated Master Distribution
Agreement, made as of August 18, 2003, as subsequently amended and as restated September
20, 2006, by and between Registrant (all classes of shares except Class B shares) and
Invesco Aim Distributors, Inc.
(14)
|
|
|
|
|
|
|
|
-
|
|
(p) Amendment No. 15, dated July 14, 2009, to the First Restated Master Distribution
Agreement, made as of August 18, 2003, as subsequently amended and as restated September
20, 2006, by and between Registrant (all classes of shares except Class B shares) and
Invesco Aim Distributors, Inc.
(14)
|
|
|
|
|
|
|
|
-
|
|
(q) Amendment No. 16, dated September 25, 2009, to the First Restated Master Distribution
Agreement, made as of August 18, 2003, as subsequently amended and as restated September
20, 2006, by and between Registrant (all Classes of Shares except Class B and B5 shares)
and Invesco Aim Distributors, Inc.
(16)
|
|
|
|
|
|
|
|
-
|
|
(r) Amendment No. 17, dated November 4, 2009, to the First Restated Master Distribution
Agreement, made as of August 18, 2003, as subsequently amended and as restated September
20, 2006, by and between Registrant (all Classes of Shares except Class B and B5 shares)
and Invesco Aim Distributors, Inc.
(17)
|
|
|
|
|
|
|
|
-
|
|
(s) Amendment No. 18, dated February 1, 2010, to the First Restated Master Distribution
Agreement, made as of August 18, 2003, as subsequently amended and as restated September
20, 2006, by and between Registrant (all Classes of Shares except Class B and B5 shares)
and Invesco Aim Distributors, Inc.
(17)
|
|
|
|
|
|
|
|
-
|
|
(t) Amendment No. 19, dated February 12, 2010, to the First Restated Master Distribution
Agreement, made as of August 18, 2003, as subsequently amended and as restated September
20, 2006, by and between Registrant (all Classes of Shares except Class B and B5 shares)
and Invesco Aim Distributors, Inc.
(17)
|
|
|
|
|
|
|
|
-
|
|
(u) Amendment No. 20, dated February 12, 2010, to the First Restated Master Distribution
Agreement, made as of August 18, 2003, as subsequently amended and as restated September
20, 2006, by and between Registrant (all Classes of Shares except Class B and B5 shares)
and Invesco Aim Distributors, Inc.
(17)
|
C-4
|
|
|
|
|
|
|
-
|
|
(v) Amendment No. 21, dated April 30, 2010, to the First Restated Master Distribution
Agreement, made as of August 18, 2003, as subsequently amended and as restated September
20, 2006, by and between Registrant (all Classes of Shares except Class B and B5 shares)
and Invesco Distributors, Inc.
(18)
|
|
|
|
|
|
|
|
-
|
|
(w) Amendment No. 22, dated June 14, 2010, to the First Restated Master Distribution
Agreement, made as of August 18, 2003, as subsequently amended and as restated September
20, 2006, by and between Registrant (all Classes of Shares except Class B and B5 shares)
and Invesco Distributors, Inc.
(18)
|
|
|
|
|
|
|
|
-
|
|
(x) Amendment No. 23, dated October 29, 2010, to the First Restated Master Distribution
Agreement, made as of August 18, 2003, as subsequently amended and as restated September
20, 2006, by and between Registrant (all Classes of Shares except Class B and B5 shares)
and Invesco Distributors, Inc.
(19)
|
|
|
|
|
|
|
|
-
|
|
(y) Amendment No. 24, dated November 29, 2010, to the First Restated Master Distribution
Agreement, made as of August 18, 2003, as subsequently amended and as restated September
20, 2006, by and between Registrant (all Classes of Shares except Class B and B5 shares)
and Invesco Distributors, Inc.
(19)
|
|
|
|
|
|
|
|
-
|
|
(z) Amendment No. 25, dated December 22, 2010, to the First Restated Master Distribution
Agreement, made as of August 18, 2003, as subsequently amended and as restated September
20, 2006, by and between Registrant (all Classes of Shares except Class B and B5 shares)
and Invesco Distributors, Inc.
(19)
|
|
|
|
|
|
|
|
-
|
|
(aa) Amendment No. 26, dated May 23, 2011, to the First Restated Master Distribution
Agreement, made as of August 18, 2003, as subsequently amended, and as restated September
20, 2006, by and between Registrant (all classes of shares except Class B and B5 shares)
and Invesco Distributors, Inc.
(23)
|
|
|
|
|
|
|
|
-
|
|
(bb) Amendment No. 27, dated May 31, 2011, to the First Restated Master Distribution
Agreement, made as of August 18, 2003, as subsequently amended, and as restated September
20, 2006, by and between Registrant (all classes of shares except Class B and B5 shares)
and Invesco Distributors, Inc.
(23)
|
|
|
|
|
|
|
|
-
|
|
(cc) Amendment No. 28, dated June 6, 2011, to the First Restated Master Distribution
Agreement, made as of August 18, 2003, as subsequently amended, and as restated September
20, 2006, by and between Registrant (all classes of shares except Class B and B5 shares)
and Invesco Distributors, Inc.
(23)
|
|
|
|
|
|
|
|
|
-
|
|
(dd) Amendment No. 29, dated December 13, 2011, to the First Restated Master
Distribution Agreement, made as of August 18, 2003, as subsequently amended, and as
restated September 20, 2006, by and between Registrant (all classes of shares except Class
B and B5 shares) and Invesco Distributors, Inc.
(24)
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|
|
|
-
|
|
(ee) Amendment No. 30, dated December 19, 2011, to the First Restated Master
Distribution Agreement, made as of August 18, 2003, as subsequently amended, and as
restated September 20, 2006, by and between Registrant (all classes of shares except Class
B and B5 shares) and Invesco Distributors, Inc.
(25)
|
|
|
|
|
|
|
|
|
|
-
|
|
(ff) Amendment No. 31, dated December 27, 2011, to the First Restated Master
Distribution Agreement, made as of August 18, 2003, as subsequently amended, and as
restated September 20, 2006, by and between Registrant (all classes of shares except Class
B and B5 shares) and Invesco Distributors, Inc.
(25)
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|
|
|
|
|
|
(2)
|
|
-
|
|
(a) Second Restated Master Distribution Agreement, made as of August 18, 2003, as
subsequently amended, and as restated September 20, 2006 and May 4, 2010, by and between
Registrant (Class B and B5 shares) and Invesco Distributors, Inc.
(18)
|
C-5
|
|
|
|
|
|
|
-
|
|
(b) Amendment No. 1, dated June 1, 2010, to the Second Restated Master Distribution
Agreement, (Class B and B5 shares), between Registrant and Invesco Distributors, Inc.
(18)
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|
|
|
|
|
|
|
-
|
|
(c) Amendment No. 2, dated June 14, 2010, to the Second Restated Master Distribution
Agreement (Class B and B5 shares), between Registrant and Invesco Distributors, Inc.
(19)
|
|
|
|
|
|
|
|
-
|
|
(d) Amendment No. 3, dated October 29, 2010, to the Second Restated Master Distribution
Agreement (Class B and B5 shares), between Registrant and Invesco Distributors, Inc.
(19)
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|
|
|
|
|
|
|
-
|
|
(e) Amendment No. 4, dated November 29, 2010, to the Second Restated Master Distribution
Agreement (Class B and B5 shares), between Registrant and Invesco Distributors, Inc.
(19)
|
|
|
|
|
|
|
|
|
-
|
|
(f) Amendment No. 5, dated December 19, 2011, to the Second Restated Master Distribution
Agreement (Class B and B5 shares), between Registrant and Invesco Distributors, Inc.
(25)
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|
|
|
|
|
|
(3)
|
|
-
|
|
Form of Selected Dealer Agreement between Invesco Aim Distributors, Inc. and selected
dealers.
(14)
|
|
|
|
|
|
(4)
|
|
-
|
|
Form of Bank Selling Group Agreement between Invesco Aim Distributors, Inc. and
banks.
(14)
|
|
|
|
|
|
f (1)
|
|
-
|
|
Form of AIM Funds Retirement Plan for Eligible Directors/Trustees, as approved by the Board
of Directors/Trustees on December 31, 2010.
(20)
|
|
|
|
|
|
(2)
|
|
-
|
|
Form of Invesco Funds Trustee Deferred Compensation Agreement for Registrants
Non-Affiliated Directors, as approved by the Board of Directors/Trustees on December 31,
2010.
(19)
|
|
|
|
|
|
g (1)
|
|
-
|
|
(a) Custody Agreement, dated October 19, 1995, between Registrant and The Bank of New
York.
(1)
|
|
|
|
|
|
|
|
-
|
|
(b) Amendment No. 1 to Custody Agreement, dated May 31, 2005, to the Custody Agreement
between Registrant and The Bank of New York.
(11)
|
|
|
|
|
|
(2)
|
|
-
|
|
Amended and Restated Master Custodian Contract, dated June 1, 2010, between Registrant and
State Street Bank and Trust Company.
(18)
|
|
|
|
|
|
h (1)
|
|
-
|
|
(a) Fourth Amended and Restated Transfer Agency and Service Agreement, dated July 30, 2010,
between Registrant and Invesco Investment Services, Inc.
(19)
|
|
|
|
|
|
|
|
-
|
|
(b) Amendment No. 1, dated March 16, 2011, to the Fourth Amended and Restated Transfer
Agency and Service Agreement, dated July 30, 2010, between Registrant and Invesco
Investment Services, Inc.
(21)
|
|
|
|
|
|
|
|
|
-
|
|
(c) Amendment No. 2, dated July 1, 2011, to the Fourth Amended and Restated Transfer Agency
and Service Agreement, dated July 30, 2010, between Registrant and Invesco Investment
Services, Inc.
(24)
|
|
|
|
|
|
|
(2)
|
|
-
|
|
(a) Second Amended and Restated Master Administrative Services Agreement, dated July 1,
2006, between Registrant and A I M Advisors, Inc.
(10)
|
C-6
|
|
|
|
|
|
|
-
|
|
(b) Amendment No. 1, dated January 1, 2010, to the Second Amended and Restated Master
Administrative Services Agreement July 1, 2006, between Registrant and Invesco Advisers,
Inc., successor by merger to Invesco Advisers, Inc.
(16)
|
|
|
|
|
|
|
|
-
|
|
(c) Amendment No. 2, dated February 12, 2010, to the Second Amended and Restated Master
Administrative Services Agreement July 1, 2006, between Registrant and Invesco Advisers,
Inc., successor by merger to Invesco Advisers, Inc.
(17)
|
|
|
|
|
|
|
|
-
|
|
(d) Amendment No. 3, dated April 30, 2010, to the Second Amended and Restated Master
Administrative Services Agreement July 1, 2006, between Registrant and Invesco Advisers,
Inc., successor by merger to Invesco Advisers, Inc.
(18)
|
|
|
|
|
|
|
|
|
-
|
|
(e) Amendment No. 4, dated December 1, 2011, to the Second Amended and Restated Master
Administrative Services Agreement July 1, 2006, between Registrant and Invesco Advisers,
Inc., successor by merger to Invesco Advisers, Inc.
(25)
|
|
|
|
|
|
|
(3)
|
|
-
|
|
(a) Sixth Amended and Restated Memorandum of Agreement regarding securities lending waiver,
dated November 29, 2010, between Registrant and Invesco Advisers, Inc. with respect to all
Funds.
(21)
|
|
|
|
|
|
|
|
|
-
|
|
(b) Form of Memorandum of
Agreement, regarding expense limitations, dated July 1, 2012,
between Registrant and Invesco Advisers, Inc.
(25)
|
|
|
|
|
|
|
|
|
|
-
|
|
(c) Memorandum of Agreement regarding advisory fee waivers, dated December 13, 2011,
between Registrant and Invesco Advisers, Inc.
(25)
|
|
|
|
|
|
|
|
|
-
|
|
(d) Memorandum of Agreement regarding Yield Support, dated February 12, 2010, between
Registrant, on behalf of AIM Tax-Exempt Cash Fund, and Invesco Advisers,
Inc.
(17)
|
|
|
|
|
|
(4)
|
|
-
|
|
Fourth Amended and Restated Interfund Loan Agreement, dated April 30, 2010, between
Registrant and Invesco Advisers, Inc.
(21)
|
|
|
|
|
|
(5)
|
|
-
|
|
Expense Reimbursement Agreement, dated June 30, 2003, between Registrant and A I M Fund
Services, Inc. (now known as AIM Investment Services, Inc.).
(6)
|
|
|
|
|
|
(6)
|
|
-
|
|
Agreement and Plan of Reorganization, dated April 1, 2011, for Invesco Van Kampen
California Insured Tax Free Fund, Invesco Municipal Fund, Invesco Van Kampen Insured Tax
Free Income Fund and Invesco Tax-Exempt Securities Fund.
(23)
|
|
|
|
|
|
|
i
|
|
|
|
Legal Opinion None.
|
|
|
|
|
|
|
|
j (1)
|
|
-
|
|
Consent of Stradley Ronon Stevens & Young, LLP.
(25)
|
|
|
|
|
|
|
|
j (2)
|
|
-
|
|
Consent of PricewaterhouseCoopers LLP.
(25)
|
|
|
|
|
|
|
k
|
|
-
|
|
Omitted Financial Statements Not Applicable
|
|
|
|
|
|
l (1)
|
|
-
|
|
Initial Capitalization Agreement, dated January 2, 1998, for Registrants AIM High Income
Municipal Fund.
(2)
|
|
|
|
|
|
m (1)
|
|
-
|
|
(a) First Restated Master Distribution Plan, effective as of August 18, 2003, as
subsequently amended, and as restated September 20, 2006 (Class A shares), between
Registrant and A I M Distributors, Inc.
(10)
|
C-7
|
|
|
|
|
|
|
-
|
|
(b) Amendment No. 1, dated January 31, 2007, to the First Restated Master Distribution
Plan, effective as of August 18, 2003, as subsequently amended, and as restated September
20, 2006 (Class A shares), between Registrant and A I M Distributors, Inc.
(10)
|
|
|
|
|
|
|
|
-
|
|
(c) Amendment No. 2, dated February 28, 2007, to the First Restated Master Distribution
Plan, effective as of August 18, 2003, as subsequently amended, and as restated September
20, 2006 (Class A shares), between Registrant and A I M Distributors, Inc.
(10)
|
|
|
|
|
|
|
|
-
|
|
(d) Amendment No. 3, dated March 9, 2007, to the First Restated Master Distribution Plan,
effective as of August 18, 2003, as subsequently amended, and as restated September 20,
2006 (Class A shares), between Registrant and A I M Distributors, Inc.
(10)
|
|
|
|
|
|
|
|
-
|
|
(e) Amendment No. 4, dated April 23, 2007, to the First Restated Master Distribution Plan,
effective as of August 18, 2003, as subsequently amended, and as restated September 20,
2006 (Class A shares), between Registrant and A I M Distributors, Inc.
(10)
|
|
|
|
|
|
|
|
-
|
|
(f) Amendment No. 5, dated April 30, 2008, to the First Restated Master Distribution Plan,
effective as of August 18, 2003, as subsequently amended, and as restated September 20,
2006 (Class A shares), between Registrant and Invesco Aim Distributors, Inc.
(12)
|
|
|
|
|
|
|
|
-
|
|
(g) Amendment No. 6, dated May 1, 2008, to the First Restated Master Distribution Plan,
effective as of August 18, 2003, as subsequently amended, and as restated September 20,
2006 (Class A shares), between Registrant and Invesco Aim Distributors, Inc.
(12)
|
|
|
|
|
|
|
|
-
|
|
(h) Amendment No. 7, dated July 24, 2008, to the First Restated Master Distribution Plan,
effective as of August 18, 2003, as subsequently amended, and as restated September 20,
2006 (Class A shares), between Registrant and Invesco Aim Distributors, Inc.
(13)
|
|
|
|
|
|
|
|
-
|
|
(i) Amendment No. 8, dated May 29, 2009, to the First Restated Master Distribution Plan,
effective as of August 18, 2003, as subsequently amended, and as restated September 20,
2006 (Class A shares), between Registrant and Invesco Aim Distributors, Inc.
(14)
|
|
|
|
|
|
|
|
-
|
|
(j) Amendment No. 9, dated June 2, 2009, to the First Restated Master Distribution Plan,
effective as of August 18, 2003, as subsequently amended, and as restated September 20,
2006 (Class A shares), between Registrant and Invesco Aim Distributors, Inc.
(14)
|
|
|
|
|
|
|
|
-
|
|
(k) Amendment No. 10, dated July 1, 2009, to the First Restated Master Distribution Plan,
effective as of August 18, 2003, as subsequently amended, and as restated September 20,
2006 (Class A shares), between Registrant and Invesco Aim Distributors, Inc.
(14)
|
|
|
|
|
|
|
|
-
|
|
(l) Amendment No. 11, dated November 4, 2009, to the First Restated Master Distribution
Plan, effective as of August 18, 2003, as subsequently amended, and as restated September
20, 2006 (Class A shares), between Registrant and Invesco Aim Distributors, Inc.
(16)
|
C-8
|
|
|
|
|
|
|
-
|
|
(m) Amendment No. 12, dated February 1, 2010, to the First Restated Master Distribution
Plan, effective as of August 18, 2003, as subsequently amended, and as restated September
20, 2006 (Class A shares), between Registrant and Invesco Aim Distributors, Inc.
(17)
|
|
|
|
|
|
|
|
-
|
|
(n) Amendment No. 13, dated February 12, 2010, to the First Restated Master Distribution
Plan, effective as of August 18, 2003, as subsequently amended, and as restated September
20, 2006 (Class A shares), between Registrant and Invesco Aim Distributors, Inc.
(17)
|
|
|
|
|
|
|
|
-
|
|
(o) Amendment No. 14, dated April 30, 2010, to the First Restated Master Distribution Plan,
effective as of August 18, 2003, as subsequently amended, and as restated September 20,
2006 (Class A shares), between Registrant and Invesco Distributors, Inc.
(18)
|
|
|
|
|
|
|
|
-
|
|
(p) Amendment No. 15, dated May 4, 2010, to the First Restated Master Distribution Plan,
effective as of August 18, 2003, as subsequently amended, and as restated September 20,
2006 (Class A shares), between Registrant and Invesco Distributors, Inc.
(18)
|
|
|
|
|
|
|
|
-
|
|
(q) Amendment No. 16, dated June 14, 2010, to the First Restated Master Distribution Plan,
effective as of August 18, 2003, as subsequently amended, and as restated September 20,
2006 (Class A shares), between Registrant and Invesco Distributors, Inc.
(18)
|
|
|
|
|
|
|
|
-
|
|
(r) Amendment No. 17, dated October 29, 2010, to the First Restated Master Distribution
Plan, effective as of August 18, 2003, as subsequently amended, and as restated September
20, 2006 (Class A shares), between Registrant and Invesco Distributors, Inc.
(19)
|
|
|
|
|
|
|
|
-
|
|
(s) Amendment No. 18, dated November 29, 2010, to the First Restated Master Distribution
Plan, effective as of August 18, 2003, as subsequently amended, and as restated September
20, 2006 (Class A shares), between Registrant and Invesco Distributors, Inc.
(19)
|
|
|
|
|
|
|
|
-
|
|
(s) Amendment No. 19, dated May 31, 2011, to the First Restated Master Distribution Plan,
effective as of August 18, 2003, as subsequently amended, and as restated September 20,
2006 (Class A shares), between Registrant and Invesco Distributors, Inc.
(22)
|
|
|
|
|
|
|
|
-
|
|
(t) Amendment No. 20, dated June 6, 2011, to the First Restated Master Distribution Plan,
effective as of August 18, 2003, as subsequently amended, and as restated September 20,
2006 (Class A shares), between Registrant and Invesco Distributors, Inc.
(22)
|
|
|
|
|
|
|
|
|
-
|
|
(u) Amendment No. 21, dated December 14, 2011, to the First Restated Master Distribution
Plan, effective as of August 18, 2003, as subsequently amended, and as restated September
20, 2006 (Class A shares), between Registrant and Invesco Distributors, Inc.
(24)
|
|
|
|
|
|
|
(2)
|
|
-
|
|
(a) Master Distribution Plan (Class A, Class B and Class C Shares)(Reimbursement),
effective February 12, 2010.
(18)
|
|
|
|
|
|
|
|
-
|
|
(b) Amendment No. 1, dated April 30, 2010, to the Master Distribution Plan (Class A, Class
B and Class C Shares)(Reimbursement).
(18)
|
|
|
|
|
|
|
|
-
|
|
(c) Amendment No. 2, dated May 4, 2010, to the Master Distribution Plan (Class A, Class B
and Class C Shares)(Reimbursement).
(18)
|
C-9
|
|
|
|
|
|
|
-
|
|
(d) Amendment No. 3, dated October 29, 2010, to the Master Distribution Plan (Class A, B
and C shares)(Reimbursement).
(19)
|
|
|
|
|
|
|
|
|
-
|
|
(e) Amendment No. 4, dated December 19, 2011, to the Master Distribution Plan (Class A, B
and C shares)(Reimbursement).
(25)
|
|
|
|
|
|
|
(3)
|
|
-
|
|
(a) Master Distribution Plan (Class A, A5, B, B5, C, C5, R and R5 Shares)(Reimbursement),
effective as of February 12, 2010.
(18)
|
|
|
|
|
|
|
|
|
|
(b) Amendment No. 1 dated April 30, 2010, to the Master Distribution Plan (Class A, A5, B,
B5, C, C5, R and R5 Shares)(Reimbursement).
(18)
|
|
|
|
|
|
|
|
-
|
|
(c) Amendment No. 2 dated October 29, 2010, to the Amended and Restated Master Distribution
Plan (Class A, A5, B, B5, C, C5, R and R5 Shares)(Reimbursement).
(19)
|
|
|
|
|
|
|
|
|
-
|
|
(d) Amendment No. 3, dated May 23, 2011, to the Amended and Restated Master Distribution
Plan (Class A, A5, B, B5, C, C5, R and R5 Shares)(Reimbursement).
(25)
|
|
|
|
|
|
|
|
|
|
-
|
|
(e) Amendment No. 4, dated December 19, 2011, to the Amended and Restated Master
Distribution Plan (Class A, A5, B, B5, C, C5, R and R5 Shares)(Reimbursement).
(25)
|
|
|
|
|
|
|
(4)
|
|
-
|
|
(a) Service Plan (Class A, A5, B, B5, C, C5, R and R5 Shares)(Reimbursement), effective as
of February 12, 2010.
(18)
|
|
|
|
|
|
|
|
-
|
|
(b) Amendment No. 1, dated April 30, 2010 to the Service Plan (Class A, A5, B, B5, C, C5, R
and R5 Shares)(Reimbursement).
(18)
|
|
|
|
|
|
|
|
-
|
|
(c) Amendment No. 2, dated October 29, 2010 to the Service Plan (Class A, A5, B, B5, C, C5,
R and R5 shares)(Reimbursement).
(19)
|
|
|
|
|
|
|
|
|
-
|
|
(d) Amendment No. 3, dated December 19, 2011 to the Service Plan (Class A, A5, B, B5, C,
C5, R and R5 shares)(Reimbursement).
(25)
|
|
|
|
|
|
|
(5)
|
|
-
|
|
(a) Amended and Restated Master Distribution Plan (Class A3 shares), effective as of August
18, 2003.
(5)
|
|
|
|
|
|
|
|
-
|
|
(b) Amendment No. 1, dated July 1, 2005, to the Amended and Restated Master Distribution
Plan (Class A3 shares).
(7)
|
|
|
|
|
|
|
|
-
|
|
(c) Amendment No. 2, dated February 1, 2010, to the Amended and Restated Master
Distribution Plan (Class A shares formerly Class A3 shares).
(18)
|
|
|
|
|
|
|
|
-
|
|
(d) Amendment No. 3, dated April 30, 2010, to the Amended and Restated Master Distribution
Plan (Class A shares formerly Class A3 shares).
(18)
|
|
|
|
|
|
(6)
|
|
-
|
|
(a) First Restated Master Distribution Plan, effective as of August 18, 2003, and as
restated September 20, 2006 (Class B shares) (Securitization Feature).
(10)
|
|
|
|
|
|
|
|
-
|
|
(b) Amendment No. 1, dated January 31, 2007, to the First Restated Master Distribution
Plan, effective as of August 18, 2003, and as restated September 20, 2006 (Class B shares)
(Securitization Feature).
(10)
|
|
|
|
|
|
|
|
-
|
|
(c) Amendment No. 2, dated February 28, 2007, to the First Restated Master Distribution
Plan, effective as of August 18, 2003, and as restated September 20, 2006 (Class B shares)
(Securitization Feature).
(10)
|
C-10
|
|
|
|
|
|
|
-
|
|
(d) Amendment No. 3, dated March 9, 2007, to the First Restated Master Distribution Plan,
effective as of August 18, 2003, and as restated September 20, 2006 (Class B shares)
(Securitization Feature).
(10)
|
|
|
|
|
|
|
|
-
|
|
(e) Amendment No. 4, dated April 23, 2007, to the First Restated Master Distribution Plan,
effective as of August 18, 2003, and as restated September 20, 2006 (Class B shares)
(Securitization Feature).
(10)
|
|
|
|
|
|
|
|
-
|
|
(f) Amendment No. 5, dated April 30, 2008, to the First Restated Master Distribution Plan,
effective as of August 18, 2003, and as restated September 20, 2006 (Class B shares)
(Securitization Feature).
(12)
|
|
|
|
|
|
|
|
-
|
|
(g) Amendment No. 6, dated May 1, 2008, to the First Restated Master Distribution Plan,
effective as of August 18, 2003, and as restated September 20, 2006 (Class B shares)
(Securitization Feature).
(12)
|
|
|
|
|
|
|
|
-
|
|
(h) Amendment No. 7, dated July 24, 2008, to the First Restated Master Distribution Plan,
effective as of August 18, 2003, and as restated September 20, 2006 (Class B shares)
(Securitization Feature).
(13)
|
|
|
|
|
|
|
|
-
|
|
(i) Amendment No. 8, dated May 29, 2009, to the First Restated Master Distribution Plan,
effective as of August 18, 2003, and as restated September 20, 2006 (Class B shares)
(Securitization Feature).
(14)
|
|
|
|
|
|
|
|
-
|
|
(j) Amendment No. 9, dated June 2, 2009, to the First Restated Master Distribution Plan,
effective as of August 18, 2003, and as restated September 20, 2006 (Class B shares)
(Securitization Feature).
(14)
|
|
|
|
|
|
|
|
-
|
|
(k) Amendment No. 10, dated July 1, 2009, to the First Restated Master Distribution Plan,
effective as of August 18, 2003, and as restated September 20, 2006 (Class B shares)
(Securitization Feature).
(14)
|
|
|
|
|
|
|
|
-
|
|
(l) Amendment No. 11, dated November 4, 2009, to the First Restated Master Distribution
Plan, effective as of August 18, 2003, and as restated September 20, 2006 (Class B shares)
(Securitization Feature).
(18)
|
|
|
|
|
|
|
|
-
|
|
(m) Amendment No. 12, dated February 12, 2010, to the First Restated Master Distribution
Plan, effective as of August 18, 2003, and as restated September 20, 2006 (Class B shares)
(Securitization Feature).
(18)
|
|
|
|
|
|
|
|
-
|
|
(n) Amendment No. 13, dated April 30, 2010, to the First Restated Master Distribution Plan,
effective as of August 18, 2003, and as restated September 20, 2006 (Class B shares)
(Securitization Feature).
(18)
|
|
|
|
|
|
|
|
-
|
|
(o) Amendment No. 14, dated May 4, 2010, to the First Restated Master Distribution Plan,
effective as of August 18, 2003, and as restated September 20, 2006 (Class B shares)
(Securitization Feature).
(18)
|
|
|
|
|
|
|
|
-
|
|
(p) Amendment No. 15, dated June 14, 2010, to the First Restated Master Distribution Plan,
effective as of August 18, 2003, and as restated September 20, 2006 (Class B shares)
(Securitization Feature).
(18)
|
|
|
|
|
|
|
|
-
|
|
(q) Amendment No. 16, dated October 29, 2010, to the First Restated Master Distribution
Plan, effective as of August 18, 2003, and as restated September 20, 2006 (Class B shares)
(Securitization Feature).
(19)
|
C-11
|
|
|
|
|
|
|
-
|
|
(r) Amendment No. 17, dated November 29, 2010, to the First Restated Master Distribution
Plan, effective as of August 18, 2003, and as restated September 20, 2006 (Class B shares)
(Securitization Feature).
(19)
|
|
|
|
|
|
|
|
|
-
|
|
(s) Amendment No. 18, dated December 14, 2011, to the First Restated Master Distribution
Plan, effective as of August 18, 2003, and as restated September 20, 2006 (Class B shares)
(Securitization Feature).
(25)
|
|
|
|
|
|
|
(7)
|
|
-
|
|
(a) First Restated Master Distribution Plan, effective as of August 18, 2003, as
subsequently amended, and as restated September 20, 2006 (Class C shares).
(10)
|
|
|
|
|
|
|
|
-
|
|
(b) Amendment No. 1, dated January 31, 2007, to the First Restated Master Distribution
Plan, effective as of August 18, 2003, as subsequently amended, and as restated September
20, 2006 (Class C shares).
(10)
|
|
|
|
|
|
|
|
-
|
|
(c) Amendment No. 2, dated February 28, 2007, to the First Restated Master Distribution
Plan, effective as of August 18, 2003, as subsequently amended, and as restated September
20, 2006 (Class C shares).
(10)
|
|
|
|
|
|
|
|
-
|
|
(d) Amendment No. 3, dated March 9, 2007, to the First Restated Master Distribution Plan,
effective as of August 18, 2003, as subsequently amended, and as restated September 20,
2006 (Class C shares).
(10)
|
|
|
|
|
|
|
|
-
|
|
(e) Amendment No. 4, dated April 23, 2007, to the First Restated Master Distribution Plan,
effective as of August 18, 2003, as subsequently amended, and as restated September 20,
2006 (Class C shares).
(10)
|
|
|
|
|
|
|
|
-
|
|
(f) Amendment No. 5, dated April 30, 2008, to the First Restated Master Distribution Plan,
effective as of August 18, 2003, as subsequently amended, and as restated September 20,
2006 (Class C shares).
(12)
|
|
|
|
|
|
|
|
-
|
|
(g) Amendment No. 6, dated May 1, 2008, to the First Restated Master Distribution Plan,
effective as of August 18, 2003, as subsequently amended, and as restated September 20,
2006 (Class C shares).
(12)
|
|
|
|
|
|
|
|
-
|
|
(h) Amendment No. 7, dated July 24, 2008, to the First Restated Master Distribution Plan,
effective as of August 18, 2003, as subsequently amended, and as restated September 20,
2006 (Class C shares).
(13)
|
|
|
|
|
|
|
|
-
|
|
(i) Amendment No. 8, dated May 29, 2009, to the First Restated Master Distribution Plan,
effective as of August 18, 2003, as subsequently amended, and as restated September 20,
2006 (Class C shares).
(14)
|
|
|
|
|
|
|
|
-
|
|
(j) Amendment No. 9, dated June 2, 2009, to the First Restated Master Distribution Plan,
effective as of August 18, 2003, as subsequently amended, and as restated September 20,
2006 (Class C shares).
(14)
|
|
|
|
|
|
|
|
-
|
|
(k) Amendment No. 10, dated July 1, 2009, to the First Restated Master Distribution Plan,
effective as of August 18, 2003, as subsequently amended, and as restated September 20,
2006 (Class C shares).
(14)
|
|
|
|
|
|
|
|
-
|
|
(l) Amendment No. 11, dated November 4, 2009, to the First Restated Master Distribution
Plan, effective as of August 18, 2003, as subsequently amended, and as restated September
20, 2006 (Class C shares).
(17)
|
|
|
|
|
|
|
|
-
|
|
(m) Amendment No. 12, dated December 12, 2010, to the First Restated Master Distribution
Plan, effective as of August 18, 2003, as subsequently amended, and as restated September
20, 2006 (Class C shares).
(17)
|
C-12
|
|
|
|
|
|
|
-
|
|
(n) Amendment No. 13, dated April 30, 2010, to the First Restated Master Distribution Plan,
effective as of August 18, 2003, as subsequently amended, and as restated September 20,
2006 (Class C shares).
(18)
|
|
|
|
|
|
|
|
-
|
|
(o) Amendment No. 14, dated May 4, 2010, to the First Restated Master Distribution Plan,
effective as of August 18, 2003, as subsequently amended, and as restated September 20,
2006 (Class C shares).
(18)
|
|
|
|
|
|
|
|
-
|
|
(p) Amendment No. 15, dated June 14, 2010, to the First Restated Master Distribution Plan,
effective as of August 18, 2003, as subsequently amended, and as restated September 20,
2006 (Class C shares).
(18)
|
|
|
|
|
|
|
|
-
|
|
(q) Amendment No. 16, dated October 29, 2010, to the First Restated Master Distribution
Plan, effective as of August 18, 2003, as subsequently amended, and as restated September
20, 2006 (Class C shares).
(19)
|
|
|
|
|
|
|
|
-
|
|
(r) Amendment No. 17, dated November 29, 2010, to the First Restated Master Distribution
Plan, effective as of August 18, 2003, as subsequently amended, and as restated September
20, 2006 (Class C shares).
(19)
|
|
|
|
|
|
|
|
-
|
|
(s) Amendment No. 18, dated May 31, 2011, to the First Restated Master Distribution Plan,
effective as of August 18, 2003, as subsequently amended, and as restated September 20,
2006 (Class C shares).
(22)
|
|
|
|
|
|
|
|
-
|
|
(t) Amendment No. 19, dated June 6, 2011, to the First Restated Master Distribution Plan,
effective as of August 18, 2003, as subsequently amended, and as restated September 20,
2006 (Class C shares).
(22)
|
|
|
|
|
|
|
|
|
-
|
|
(u) Amendment No. 20, dated December 14, 2011, to the First Restated Master Distribution
Plan, effective as of August 18, 2003, as subsequently amended, and as restated September
20, 2006 (Class C shares).
(25)
|
|
|
|
|
|
|
(8)
|
|
-
|
|
Master Related Agreement to Applicable Distribution Plans (Class A Shares and Class A5
Shares) effective April 30, 2010.
(20)
|
|
|
|
|
|
(9)
|
|
-
|
|
Master Related Agreement to Amended and Restated Master Distribution Plan (Class A shares
formerly Class A3) to be used in connection with Registrants Master Distribution Plan
effective April 30, 2010.
(20)
|
|
|
|
|
|
(10)
|
|
-
|
|
Master Related Agreement to Applicable Distribution Plans (Class C Shares and Class C5
Shares) effective April 30, 2010.
(20)
|
|
|
|
|
|
|
n
|
|
-
|
|
Eighteenth Amended and Restated Multiple Class Plan of The Invesco Family of
Funds
®
effective December 12, 2001, as amended and restated effective April 1,
2010.
(17)
|
|
|
|
|
|
|
o
|
|
-
|
|
Reserved.
|
|
|
|
|
|
p (1)
|
|
-
|
|
Invesco Advisers, Inc. Code of Ethics, adopted January 1, 2011, relating to Invesco
Advisers, Inc. and any of its subsidiaries.
(21)
|
|
|
|
|
|
(2)
|
|
-
|
|
Invesco UK Code of Ethics 2011, relating to Invesco Asset Management Limited.
(22)
|
|
|
|
|
|
|
(3)
|
|
-
|
|
Invesco Ltd. Code of Conduct, dated October 2011, relating to Invesco Adviser Management
(Japan) Limited Code of Ethics.
(25)
|
|
C-13
|
|
|
|
|
|
(4)
|
|
-
|
|
Invesco Staff Ethics and Personal Share Dealing, dated January 2012, relating to Invesco
Hong Kong Limited.
(25)
|
|
|
|
|
|
|
|
(5)
|
|
-
|
|
Invesco Ltd. Code of Conduct, revised October 2011, Invesco Canada Ltd., Policy No. D-6
Gifts and Entertainment, revised November 2011, and Policy No. D-7 Invesco Canada Personal
Trading Policy, revised November 2010, together the Code of Ethics relating to Invesco
Canada Ltd.
(25)
|
|
|
|
|
|
|
(6)
|
|
-
|
|
Invesco Asset Management Deutschland (GmbH) Code of Ethics dated 2011 relating to Invesco
Continental Europe.
(22)
|
|
|
|
|
|
|
(7)
|
|
-
|
|
Invesco Ltd. Code of Conduct, revised October 2011, relating to Invesco Australia
Limited.
(25)
|
|
|
|
|
|
|
(8)
|
|
-
|
|
Invesco Senior Secured Management Code of Ethics.
(21)
|
|
|
|
|
|
|
q (1)
|
|
-
|
|
Powers of Attorney for Arch, Bayley, Bunch, Crockett, Dammeyer, Dowden, Fields, Flanagan,
Frischling, Mathai-Davis, Soll, Sonnenschein, Stickel, Taylor and Whalen.
(19)
|
|
|
|
|
(1)
|
|
Incorporated herein by reference to PEA No. 4, filed electronically on July 26, 1996.
|
|
(2)
|
|
Incorporated herein by reference to PEA No. 7, filed electronically on July 29, 1998.
|
|
(3)
|
|
Incorporated herein by reference to PEA No. 11, filed electronically on July 26, 2000.
|
|
(4)
|
|
Incorporated herein by reference to PEA No. 14, filed electronically on July 25, 2002
|
|
(5)
|
|
Incorporated herein by reference to PEA No. 17, filed electronically on May 27, 2004.
|
|
(6)
|
|
Incorporated herein by reference to PEA No. 18, filed electronically on July 27, 2004.
|
|
(7)
|
|
Incorporated herein by reference to PEA No. 20, filed electronically on July 27, 2005.
|
|
(8)
|
|
Incorporated herein by reference to PEA No. 21, filed electronically on May 25, 2006.
|
|
(9)
|
|
Incorporated herein by reference to PEA No. 22, filed electronically on July 25, 2006.
|
|
(10)
|
|
Incorporated herein by reference to PEA No. 23, filed electronically on July 26, 2007.
|
|
(11)
|
|
Incorporated herein by reference to PEA No. 24, filed electronically on February 14, 2008.
|
|
(12)
|
|
Incorporated herein by reference to PEA No. 25, filed electronically on July 23, 2008.
|
|
(13)
|
|
Incorporated herein by reference to PEA No. 26, filed electronically on September 22, 2008.
|
|
(14)
|
|
Incorporated herein by reference to PEA No. 28, filed electronically on July 23, 2009.
|
|
(15)
|
|
Incorporated herein by reference to PEA No. 29, filed electronically on November 25, 2009.
|
|
(16)
|
|
Incorporated herein by reference to PEA No. 31, filed electronically on February 11, 2010.
|
|
(17)
|
|
Incorporated herein by reference to PEA No. 32, filed electronically on April 21, 2010.
|
|
(18)
|
|
Incorporated herein by reference to PEA No. 34, filed electronically on June 28, 2010.
|
|
(19)
|
|
Incorporated herein by reference to PEA No. 35, filed electronically on January 27, 2011.
|
|
(20)
|
|
Incorporated herein by reference to PEA No. 37, filed electronically on March 25, 2011.
|
|
(21)
|
|
Incorporated herein by reference to PEA No. 39, filed electronically on April 29, 2011.
|
|
(22)
|
|
Incorporated herein by reference to PEA No. 40, filed electronically on June 28, 2011.
|
|
|
(23)
|
|
Incorporated herein by reference to PEA No. 43, filed electronically on October 28, 2011.
|
|
|
|
(24)
|
|
Incorporated herein by reference to PEA No. 45, filed electronically on December 29, 2011.
|
|
|
|
(25)
|
|
Filed herewith electronically.
|
|
Item 29.
Persons Controlled by or Under Common Control With the Fund
None.
C-14
Item 30.
Indemnification
Indemnification provisions for
officers, trustees, and
employees of the Registrant
are set forth in Article VIII
of the Registrants Amended
and Restated Agreement and
Declaration of Trust and
Article VIII of its Amended
and Restated Bylaws, and are
hereby incorporated by
reference. See Item 28(a) and
(b) above. Under the Amended
and Restated Agreement and
Declaration of Trust,
effective as of September 14,
2005, 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 Registrants 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
and Officers Liability Policy,
issued by ICI Mutual Insurance
Company and certain other
domestic insurers, with limits
up to $80,000,000 (plus an
additional $20,000,000 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 9 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 Asset Management
Deutschland GmbH, Invesco
Asset Management Ltd., Invesco
Asset Management (Japan)
Limited, Invesco Australia
Limited, Invesco Hong Kong
Limited, Invesco Senior
Secured Management, Inc. and
Invesco Trimark Ltd. (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-Adviser in the
performance by the Sub-Adviser
of its duties or from reckless
disregard by the Sub-Adviser
of its obligations and duties
under the Sub-Advisory
Contract.
C-15
Insofar as indemnification for
liabilities arising under the
Securities Act of 1933 (the
Act) may be permitted to
trustees, officers and
controlling persons of the
Registrant pursuant to the
foregoing provisions, or
otherwise, the Registrant has
been advised that in the
opinion of the Securities and
Exchange Commission such
indemnification is against
public policy as expressed in
the Act and is, therefore,
unenforceable. In the event
that a claim for
indemnification against such
liabilities (other than the
payment by the Registrant of
expenses incurred or paid by a
trustee, officer or
controlling person of the
Registrant in the successful
defense of any action, suit or
proceeding) is asserted by
such trustee, officer or
controlling person in
connection with the shares
being registered hereby, the
Registrant will, unless in the
opinion of its counsel the
matter has been settled by
controlling precedent, submit
to a court of appropriate
jurisdiction the question
whether such indemnification
by it is against public policy
as expressed in the Act and
will be governed by the final
adjudication of such issue.
Item 31.
Business and Other Connections of Investment Advisor
The only employment of a substantial nature of the Advisors directors and officers is with
Invesco Advisers and its affiliated companies. For information as to the business,
profession, vocation or employment of a substantial nature of each of the officers and
directors of Invesco Asset Management Deutschland GmbH, Invesco Asset Management Ltd.,
Invesco Asset Management (Japan) Limited, Invesco Australia Limited, Invesco Hong Kong
Limited, Invesco Senior Secured Management, Inc. and Invesco Trimark Ltd. (each a
Sub-Adviser, collectively the Sub-Advisers) reference is made to Form ADV filed under
the Investment Advisers Act of 1940 by each Sub-Adviser herein incorporated by reference.
Reference is also made to the caption Fund Management The Adviser in the Prospectus
which comprises Part A of the Registration Statement, and to the caption Investment
Advisory and Other Services of the Statement of Additional Information which comprises Part
B of the Registration Statement, and to Item 32(b) of this Part C.
Item 32.
Principal Underwriters
(a)
|
|
Invesco Distributors, Inc., the Registrants principal underwriter, also acts as a principal
underwriter to the following investment companies:
AIM Counselor Series Trust (Invesco Counselor Series Trust)
AIM Equity Funds (Invesco Equity Funds)
AIM Funds Group (Invesco Funds Group)
AIM Growth Series (Invesco Growth Series)
AIM International Mutual Funds (Invesco International Mutual Funds)
AIM Investment Funds (Invesco Investment Funds)
AIM Investment Securities Funds (Invesco Investment Securities Funds)
AIM Sector Funds (Invesco Sector Funds)
AIM Treasurers Series Trust (Invesco Treasurers Series Trust)
AIM Variable Insurance Funds (Invesco Variable Insurance Funds)
|
|
|
|
Invesco Van Kampen Senior Loan Fund
|
|
|
|
|
PowerShares Actively Managed Exchange-Traded Fund Trust
PowerShares Exchange-Traded Fund Trust
PowerShares Exchange-Traded Fund Trust II
PowerShares India Exchange-Traded Fund Trust
Short-Term Investments Trust
|
C-16
|
|
|
|
|
Name and Principal
|
|
Positions and Offices with
|
|
Positions and Offices
|
Business Address*
|
|
Underwriter
|
|
with Registrant
|
Robert C. Brooks
|
|
Director
|
|
None
|
|
|
|
|
|
Peter S. Gallagher
|
|
Director & President
|
|
None
|
|
|
|
|
|
Eric P. Johnson
|
|
Executive Vice President
|
|
None
|
|
|
|
|
|
Karen Dunn Kelley
|
|
Executive Vice President
|
|
Vice President
|
|
|
|
|
|
Gursh Kundan
|
|
Executive Vice President
|
|
None
|
|
|
|
|
|
Brian Lee
|
|
Executive Vice President
|
|
None
|
|
|
|
|
|
Ben Utt
|
|
Executive Vice President
|
|
None
|
|
|
|
|
|
Eliot Honaker
|
|
Senior Vice President
|
|
None
|
|
|
|
|
|
LuAnn Katz
|
|
Senior Vice President
|
|
None
|
|
|
|
|
|
Ivy B. McLemore
|
|
Senior Vice President
|
|
None
|
|
|
|
|
|
Lyman Missimer, III
|
|
Senior Vice President
|
|
Assistant Vice President
|
|
|
|
|
|
Greg J. Murphy
|
|
Senior Vice President
|
|
None
|
|
|
|
|
|
David J. Nardecchia
|
|
Senior Vice President
|
|
None
|
|
|
|
|
|
Margaret A. Vinson
|
|
Senior Vice President
|
|
None
|
|
|
|
|
|
Gary K. Wendler
|
|
Senior Vice President
|
|
Assistant Vice President
|
|
|
|
|
|
John M. Zerr
|
|
Senior Vice President &
Secretary
|
|
Senior Vice President,
Secretary
& Chief Legal
Officer
|
|
|
|
|
|
Annette Lege
|
|
Treasurer & Chief
Financial Officer
|
|
None
|
|
|
|
|
|
Yinka Akinsola
|
|
Anti-Money Laundering
Compliance Officer
|
|
Anti-Money Laundering
Compliance Officer
|
|
|
|
|
|
Lisa Gray
|
|
Chief Compliance Officer
|
|
None
|
|
|
|
|
*
|
|
11 Greenway Plaza, Suite 1000, Houston, Texas 77046-1173
|
|
|
(c)
|
|
Not applicable.
|
C-17
Item 33.
Location of Accounts and Records
Invesco Advisers, Inc., 1555 Peachtree Street, N.E., Atlanta,
GA 30309, will maintain physical possession of each such
account, book or other document of the Registrant at the
Registrants principal executive offices, 11 Greenway Plaza,
Suite 2500, Houston, Texas 77046-1173, except for those
relating to certain transactions in portfolio securities that
are maintained by the Registrants Custodian, The Bank of New
York Mellon, 2 Hanson Place, Brooklyn, New York 11217-1431,
with respect to Invesco High Income Municipal Fund, Invesco
Tax-Exempt Cash Fund and Invesco Tax-Free Intermediate Fund
and State Street Bank and Trust Company, 225 Franklin Street,
Boston, Massachusetts, 02110-2801 with respect to all Series
Portfolios of Registrant except Invesco High Income Municipal
Fund, Invesco Tax-Exempt Cash Fund and Invesco Tax-Free
Intermediate Fund and the Registrants Transfer Agent and
Dividend Paying Agent, Invesco Investment Services, Inc., 11
Greenway Plaza, Ste. 1000, Houston, Texas 77046-1173.
Records may also be maintained at the offices of:
Invesco Asset Management Deutschland GmbH
An der Welle 5
1
st
Floor
Frankfurt, Germany 60322
Invesco Asset Management Ltd.
30 Finsbury Square
London, United Kingdom
EC2A 1AG
Invesco Asset Management (Japan) Limited
25
th
Floor, Shiroyama Trust Tower
3-1, Toranoman 4-chome, Minato-Ku
Tokyo, Japan 105-6025
Invesco Australia Limited
333 Collins Street, Level 26
Melbourne Vic 3000, Australia
Invesco Hong Kong Limited
41/F, Citibank Tower
3 Garden Road, Central
Hong Kong
Invesco Senior Secured Management, Inc.
1166 Avenue of the Americas
New York, NY 10036
Invesco Canada Ltd.
5140 Yonge Street
Suite 900
Toronto, Ontario
Canada M2N 6X7
Item 34.
Management Services
None.
Item 35.
Undertakings
Not applicable.
C-18
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of
1940, 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 Amendment to its Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the city of Houston, Texas on the 26th day of June, 2012.
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Registrant:
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AIM TAX-EXEMPT FUNDS (INVESCO
TAX-EXEMPT FUNDS
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By:
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/s/ Philip A. Taylor
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Philip A. Taylor, President
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Pursuant to the requirements of the Securities Act of 1933, this Amendment to the Registration
Statement has been signed below by the following persons in the capacities and on the dates
indicated:
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SIGNATURES
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TITLE
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DATE
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/s/ Philip A. Taylor
(Philip A. Taylor)
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Trustee & President
(Principal Executive Officer)
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June 26, 2012
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/s/ David C. Arch*
(David C. Arch)
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Trustee
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June 26, 2012
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/s/ Frank S. Bayley*
(Frank S. Bayley)
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Trustee
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June 26, 2012
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/s/ James T. Bunch*
(James T. Bunch)
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Trustee
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June 26, 2012
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/s/ Bruce L. Crockett*
(Bruce L. Crockett)
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Chair & Trustee
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June 26, 2012
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/s/ Rod Dammeyer*
(Rod Dammeyer)
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Trustee
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June 26, 2012
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/s/ Albert R. Dowden*
(Albert R. Dowden)
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Trustee
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June 26, 2012
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/s/ Martin L. Flanagan*
(Martin L. Flanagan)
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Trustee
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June 26, 2012
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/s/ Jack M. Fields*
(Jack M. Fields)
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Trustee
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June 26, 2012
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/s/ Carl Frischling*
(Carl Frischling)
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Trustee
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June 26, 2012
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/s/ Prema Mathai-Davis*
(Prema Mathai-Davis)
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Trustee
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June 26, 2012
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/s/ Larry Soll*
(Larry Soll)
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Trustee
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June 26, 2012
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SIGNATURES
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TITLE
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DATE
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/s/ Hugo F. Sonnenschein*
(Hugo F. Sonnenschein)
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Trustee
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June 26, 2012
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/s/ Raymond Stickel, Jr.*
(Raymond Stickel, Jr.)
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Trustee
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June 26, 2012
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/s/ Wayne W. Whalen*
(Wayne W. Whalen)
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Trustee
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June 26, 2012
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/s/ Sheri Morris
(Sheri Morris)
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Vice President & Treasurer
(Principal Financial and
Accounting Officer)
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June 26, 2012
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*By
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/s/ Philip A. Taylor
Philip A. Taylor
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Attorney-in-Fact
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*
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Philip A. Taylor, pursuant to powers of attorney filed in Registrants Post-Effective Amendment
No. 35 on January 26, 2011.
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INDEX
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Exhibit
Number
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Description
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a(1)(m)
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Amendment No. 12, dated December 1, 2011, to the Amended
and Restated Agreement and Declaration of Trust of
Registrant, dated September 14, 2005.
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d(1)(f)
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Amendment No. 5, dated December 1, 2011, to Master
Investment Advisory Agreement between Registrant and
Invesco Advisers, Inc.
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d(2)(e)
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Amendment No. 4, dated December 1, 2011, to Master
Intergroup Sub-Advisory Contract for Mutual Funds, dated
May 1, 2008 between Invesco Advisers, Inc., on behalf of
Registrant, and each of Invesco Asset Management
Deutschland GmbH, Invesco Asset Management Ltd., Invesco
Asset Management (Japan) Limited, Invesco Australia
Limited, Invesco Hong Kong Limited, Invesco Senior Secured
Management, Inc. and Invesco Trimark Ltd.
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e(1)(ee)
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Amendment No. 30, dated December 19, 2011, to the First
Restated Master Distribution Agreement, made as of August
18, 2003, as subsequently amended, and as restated
September 20, 2006, by and between Registrant (all classes
of shares except Class B and B5 shares) and Invesco
Distributors, Inc.
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e(1)(ff)
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Amendment No. 31, dated December 27, 2011, to the First
Restated Master Distribution Agreement, made as of August
18, 2003, as subsequently amended, and as restated
September 20, 2006, by and between Registrant (all classes
of shares except Class B and B5 shares) and Invesco
Distributors, Inc.
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e(2)(f)
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Amendment No. 5, dated December 19, 2011, to the Second
Restated Master Distribution Agreement (Class B and B5
shares), between Registrant and Invesco Distributors, Inc.
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h(2)(e)
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Amendment No. 4, dated December 1, 2011, to the Second
Amended and Restated Master Administrative Services
Agreement July 1, 2006, between Registrant and Invesco
Advisers, Inc., successor by merger to Invesco Advisers,
Inc.
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h(3)(b)
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Form of Memorandum of Agreement, regarding expense
limitations, dated July 1, 2012, between Registrant and
Invesco Advisers, Inc.
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h(3)(c)
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Memorandum of Agreement regarding advisory fee waivers,
dated December 13, 2011, between Registrant and Invesco
Advisers, Inc.
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j(1)
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Consent of Stradley Ronon Stevens & Young, LLP.
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j(2)
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Consent of PricewaterhouseCoopers LLP.
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m(2)(e)
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Amendment No. 4, dated December 19, 2011, to the Master
Distribution Plan (Class A, B and C shares)(Reimbursement).
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m(3)(d)
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Amendment No. 3, dated May 23, 2011, to the Amended and
Restated Master Distribution Plan (Class A, A5, B, B5, C,
C5, R and R5 Shares)(Reimbursement).
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m(3)(e)
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Amendment No. 4, dated December 19, 2011, to the Amended
and Restated Master Distribution Plan (Class A, A5, B, B5,
C, C5, R and R5 Shares)(Reimbursement).
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m(4)(d)
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Amendment No. 3, dated December 19, 2011 to the Service
Plan (Class A, A5, B, B5, C, C5, R and R5
shares)(Reimbursement).
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Exhibit
Number
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Description
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m(6)(s)
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Amendment No. 18, dated December 14, 2011, to the First
Restated Master Distribution Plan, effective as of August
18, 2003, and as restated September 20, 2006 (Class B
shares) (Securitization Feature).
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m(7)(u)
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Amendment No. 20, dated December 14, 2011, to the First
Restated Master Distribution Plan, effective as of August
18, 2003, as subsequently amended, and as restated
September 20, 2006 (Class C shares).
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p(3)
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Invesco Ltd. Code of Conduct, dated October 2011, relating
to Invesco Adviser Management (Japan) Limited Code of
Ethics.
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p(4)
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Invesco Staff Ethics and Personal Share Dealing, dated
January 2012, relating to Invesco Hong Kong Limited.
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p(5)
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Invesco Ltd. Code of Conduct, revised October 2011, Invesco
Canada Ltd., Policy No. D-6 Gifts and Entertainment,
revised November 2011, and Policy No. D-7 Invesco Canada
Personal Trading Policy, revised November 2010, together
the Code of Ethics relating to Invesco Canada Ltd.
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p(7)
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Invesco Ltd. Code of Conduct, revised October 2011,
relating to Invesco Australia Limited.
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