REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
|
þ | |
Pre-Effective Amendment No.
|
o | |
Post-Effective Amendment No. 60
|
þ | |
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
|
þ | |
Amendment No. 64
|
||
Peter A. Davidson, Esquire
|
E. Carolan Berkley, Esquire | |
Invesco Advisers, Inc.
|
Stradley Ronon Stevens & Young, LLP | |
11 Greenway Plaza, Suite 1000
|
2600 One Commerce Square | |
Houston, TX 77046-1173
|
Philadelphia, Pennsylvania 19103 |
o | immediately upon filing pursuant to paragraph (b) | ||
þ | on September 24, 2012 pursuant to paragraph (b) | ||
o | 60 days after filing pursuant to paragraph (a)(1) | ||
o | on (date) pursuant to paragraph (a)(1) | ||
o | 75 days after filing pursuant to paragraph a(2) on (date) pursuant to paragraph (a)(2) of rule 485. |
o | this post-effective amendment designates a new effective date for a previously filed post-effective amendment. |
Prospectus | September 24, 2012 |
|
||||
1 | ||||
Invesco Dynamics Fund
|
1 | |||
Invesco Global Real Estate Fund
|
2 | |||
Invesco High Yield Fund
|
4 | |||
Invesco Limited Maturity Treasury Fund
|
7 | |||
Invesco Money Market Fund
|
8 | |||
Invesco Real Estate Fund
|
10 | |||
Invesco Short Term Bond Fund
|
13 | |||
Invesco U.S. Government Fund
|
15 | |||
|
||||
17 | ||||
Invesco Dynamics Fund
|
17 | |||
Invesco Global Real Estate Fund
|
18 | |||
Invesco High Yield Fund
|
20 | |||
Invesco Limited Maturity Treasury Fund
|
21 | |||
Invesco Money Market Fund
|
23 | |||
Invesco Real Estate Fund
|
24 | |||
Invesco Short Term Bond Fund
|
25 | |||
Invesco U.S. Government Fund
|
28 | |||
|
||||
29 | ||||
The Adviser(s)
|
29 | |||
Adviser Compensation
|
30 | |||
Portfolio Managers
|
30 | |||
|
||||
31 | ||||
Dividends and Distributions
|
31 | |||
Future Fund Closure (Invesco Real Estate Fund)
|
32 | |||
|
||||
32 | ||||
|
||||
33 | ||||
|
||||
42 | ||||
|
||||
A-1 | ||||
Suitability for Investors
|
A-1 | |||
Purchasing Shares
|
A-1 | |||
Redeeming Shares
|
A-1 | |||
Exchanging Shares
|
A-2 | |||
Rights Reserved by the Funds
|
A-2 | |||
Excessive Short-Term Trading Activity (Market Timing) Disclosures
|
A-2 | |||
Pricing of Shares
|
A-3 | |||
Taxes
|
A-4 | |||
Payments to Financial Intermediaries
|
A-6 | |||
Important Notice Regarding Delivery of Security Holder Documents
|
A-7 | |||
|
||||
Obtaining Additional Information
|
Back Cover |
1
|
Other Expenses and Total Annual Fund Operating Expenses for Class R6 shares are based on estimated amounts for the current fiscal year. |
1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||||
Class R5
|
$ | 74 | $ | 230 | $ | 401 | $ | 894 | ||||||||||
|
||||||||||||||||||
Class R6
|
$ | 63 | $ | 199 | $ | 346 | $ | 774 | ||||||||||
|
Average Annual Total Returns
(for the periods ended
December 31, 2011)
|
||||||||||||||||
1
|
5
|
10
|
||||||||||||||
Year | Years | Years | ||||||||||||||
Class R5 shares: Inception (5/22/2000) | ||||||||||||||||
Return Before Taxes
|
-3.99 | % | 0.48 | % | 3.39 | % | ||||||||||
Return After Taxes on Distributions
|
-4.92 | 0.29 | 3.29 | |||||||||||||
Return After Taxes on Distributions and Sale of Fund Shares
|
-2.50 | 0.31 | 2.89 | |||||||||||||
|
||||||||||||||||
Class R6 shares
1
:
Inception (9/24/2012)
|
-4.40 | 0.06 | 2.94 | |||||||||||||
|
||||||||||||||||
S&P
500
®
Index (reflects no deduction for fees, expenses or taxes)
|
2.09 | -0.25 | 2.92 | |||||||||||||
|
||||||||||||||||
Russell
Midcap
®
Growth Index (reflects no deduction for fees, expenses or taxes)
|
-1.65 | 2.44 | 5.29 | |||||||||||||
|
||||||||||||||||
Lipper Mid-Cap Growth Funds Index
|
-5.30 | 2.89 | 4.48 | |||||||||||||
|
1
|
Class R6 shares performance shown prior to the inception date is that of Investor Class shares, and includes the 12b-1 fees applicable to Investor Class shares. Investor Class shares performance reflects any applicable fee waiver and/or expense reimbursements. The inception date of the Funds Investor Class shares is September 15, 1967. |
Portfolio Manager | Title | Length of Service on the Fund | ||||
James Leach | Portfolio Manager | 2011 | ||||
|
1
|
Other Expenses and Total Annual Fund Operating Expenses for Class R6 shares are based on estimated amounts for the current fiscal year. |
1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||||
Class R5
|
$ | 93 | $ | 290 | $ | 504 | $ | 1,120 | ||||||||||
|
||||||||||||||||||
Class R6
|
$ | 90 | $ | 281 | $ | 488 | $ | 1,084 | ||||||||||
|
Average Annual Total Returns
(for the periods ended
December 31, 2011)
|
||||||||||||||||
1
|
5
|
Since
|
||||||||||||||
Year | Years | Inception | ||||||||||||||
Class R5 shares: Inception (4/29/2005) | ||||||||||||||||
Return Before Taxes
|
-6.51 | % | -5.38 | % | 3.57 | % | ||||||||||
Return After Taxes on Distributions
|
-7.09 | -6.63 | 2.22 | |||||||||||||
Return After Taxes on Distributions and Sale of Fund Shares
|
-4.08 | -5.05 | 2.42 | |||||||||||||
|
||||||||||||||||
Class R6 shares
1
:
Inception (9/24/2012)
|
-7.09 | -5.88 | 3.08 | |||||||||||||
|
||||||||||||||||
MSCI World
Index
SM
(from 4/30/2005)
|
-5.54 | -2.37 | 2.84 | |||||||||||||
|
||||||||||||||||
FTSE EPRA/NAREIT Developed Real Estate Index (reflects no
deduction for fees, expenses or taxes) (from 4/30/2005)
|
-5.82 | -5.28 | 3.72 | |||||||||||||
|
||||||||||||||||
Lipper Global Real Estate Funds Classification Average (from
4/30/2005)
|
-6.90 | -6.13 | 2.28 | |||||||||||||
|
1
|
Class R6 shares performance shown prior to the inception date is that of the Class A shares, and includes the 12b-1 fees applicable to Class A shares. Class A shares performance reflects any applicable fee waivers and/or expense reimbursements. The inception date of the Funds Class A shares is April 29, 2005. |
Portfolio Managers | Title | Length of Service on the Fund | ||||
Joe Rodriguez, Jr. | Portfolio Manager (lead) | 2005 | ||||
|
||||||
Mark Blackburn | Portfolio Manager | 2005 | ||||
|
||||||
James Cowen | Portfolio Manager | 2008 | ||||
|
||||||
Paul Curbo | Portfolio Manager | 2007 | ||||
|
||||||
Darin Turner | Portfolio Manager | 2010 | ||||
|
||||||
Ping-Ying Wang | Portfolio Manager | 2006 | ||||
|
1
|
Other Expenses and Total Annual Fund Operating Expenses for Class R6 shares are based on estimated amounts for the current fiscal year. | |
2
|
Invesco Advisers, Inc. (Invesco or the Adviser) has contractually agreed, through at least June 30, 2013 to waive advisory fees and/or reimburse expenses of all shares 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 each of Class R5 and Class R6 shares to 0.64% 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. |
1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||||
Class R5
|
$ | 65 | $ | 214 | $ | 375 | $ | 843 | ||||||||||
|
||||||||||||||||||
Class R6
|
$ | 65 | $ | 205 | $ | 357 | $ | 798 | ||||||||||
|
Average Annual Total Returns
(for the periods ended
December 31, 2011)
|
||||||||||||||||
1
|
5
|
10
|
||||||||||||||
Year | Years | Years | ||||||||||||||
Class R5 shares 1 : Inception (4/30/2004) | ||||||||||||||||
Return Before Taxes
|
1.75 | % | 6.59 | % | 7.42 | % | ||||||||||
Return After Taxes on Distributions
|
-0.90 | 3.37 | 4.21 | |||||||||||||
Return After Taxes on Distributions and Sale of Fund Shares
|
1.15 | 3.65 | 4.36 | |||||||||||||
|
||||||||||||||||
Class R6 shares
1
:
Inception (9/24/2012)
|
1.43 | 6.15 | 7.10 | |||||||||||||
|
||||||||||||||||
Barclays U.S. Aggregate Index (reflects no deduction for
fees, expenses or taxes)
|
7.84 | 6.50 | 5.78 | |||||||||||||
|
||||||||||||||||
Barclays U.S. Corporate High Yield 2% Issuer Cap Index
(reflects no deduction for fees, expenses or taxes)
|
4.96 | 7.74 | 8.96 | |||||||||||||
|
||||||||||||||||
Lipper High Current Yield Bond Funds Index
|
2.85 | 5.13 | 7.08 | |||||||||||||
|
1
|
Class R5 and Class R6 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. The inception date of the Funds Class A shares is July 11, 1978. |
Portfolio Managers | Title | Length of Service on the Fund | ||||
Darren Hughes | Portfolio Manager | 2005 | ||||
|
||||||
Scott Roberts | Portfolio Manager | 2010 | ||||
|
Shareholder Fees
(fees paid directly from your
investment)
|
||||||
Class: | R5 | |||||
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | None | |||||
|
||||||
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less) | None | |||||
|
1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||||
Class R5
|
$ | 44 | $ | 138 | $ | 241 | $ | 542 | ||||||||||
|
Average Annual Total Returns
(for the periods ended
December 31, 2011)
|
||||||||||||||||
1
|
5
|
10
|
||||||||||||||
Year | Years | Years | ||||||||||||||
Class R5 shares: Inception (7/13/1987) | ||||||||||||||||
Return Before Taxes
|
0.74 | % | 2.88 | % | 2.67 | % | ||||||||||
Return After Taxes on Distributions
|
0.53 | 2.22 | 1.76 | |||||||||||||
Return After Taxes on Distributions and Sale of Fund Shares
|
0.50 | 2.09 | 1.75 | |||||||||||||
|
||||||||||||||||
Barclays U.S. Aggregate Index (reflects no deduction for
fees, expenses or taxes)
|
7.84 | 6.50 | 5.78 | |||||||||||||
|
||||||||||||||||
Barclays 1-2 Year U.S. Government Index (reflects no
deduction for fees, expenses or taxes)
|
1.01 | 3.28 | 3.04 | |||||||||||||
|
||||||||||||||||
Lipper Short U.S. Treasury Funds Classification Average
|
1.86 | 3.31 | 2.88 | |||||||||||||
|
Portfolio Managers | Title | Length of Service on the Fund | ||||
Scott Case | Portfolio Manager | 2009 | ||||
|
||||||
Brian Schneider | Portfolio Manager | 2009 | ||||
|
Shareholder Fees
(fees paid directly from your
investment)
|
||||||
Class: | R5 | |||||
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | None | |||||
|
||||||
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less) | None | |||||
|
1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||||
Class R5
|
$ | 56 | $ | 176 | $ | 307 | $ | 689 | ||||||||||
|
Average Annual Total Returns
(for the periods ended
December 31, 2011)
|
||||||||||||||||
1
|
5
|
10
|
||||||||||||||
Year | Years | Years | ||||||||||||||
Class R5 shares 1 : Inception (10/16/1993) | 0.03 | % | 1.32 | % | 1.52 | % | ||||||||||
|
1
|
The returns shown for these periods are the historical performance of the Funds Invesco Cash Reserve Shares at net asset value which reflects the Rule 12b-1 fees applicable to Invesco Cash Reserve Shares. The inception date shown in the table is that of the Funds Invesco Cash Reserve Shares. Class R5 shares have not commenced operations. |
i
ii
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42
43
44
45
46
47
48
49
50
51
52
53
54
55
56
57
58
59
60
61
62
63
64
65
66
67
68
69
70
71
72
Other Expenses and Total Annual Fund Operating
Expenses for Class R6 shares are based on
estimated amounts for the current fiscal year.
1 Year
3 Years
5 Years
10 Years
$
88
$
274
$
477
$
1,061
$
81
$
252
$
439
$
978
Average Annual Total Returns
(for the periods ended
December 31, 2011)
1
5
10
Year
Years
Years
Class R5 shares
1
:
Inception (4/30/2004)
8.05
%
-1.05
%
11.91
%
7.58
-2.56
10.22
5.22
-1.56
9.86
7.58
-1.52
11.50
2.09
-0.25
2.92
8.28
-1.42
10.20
4.63
-2.71
9.22
Class R5 and Class R6 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.The inception date of the Funds Class A
shares is December 31, 1996.
Portfolio Managers
Title
Length of Service on the Fund
Joe Rodriguez, Jr.
Portfolio Manager (lead)
1995
Mark Blackburn
Portfolio Manager
2000
Paul Curbo
Portfolio Manager
2007
Darin Turner
Portfolio Manager
2009
Ping-Ying Wang
Portfolio Manager
2006
Other Expenses and Total Annual Fund Operating
Expenses for Class R6 shares are based on
estimated amounts for the current fiscal year.
Invesco Advisers, Inc. (Invesco or the Adviser) has
contractually agreed, through at least June 30, 2013 to
waive advisory fees and/or reimburse expenses of all
shares 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 each of
Class R5 and Class R6 shares to 0.41% 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.
1 Year
3 Years
5 Years
10 Years
$
42
$
143
$
253
$
574
$
42
$
140
$
248
$
563
Average Annual Total Returns
(for the periods ended
December 31, 2011)
1
5
Since
Year
Years
Inception
Class R5 shares
1
:
Inception (4/30/2004)
1.12
%
1.81
%
2.39
%
0.24
0.23
0.96
0.73
0.62
1.21
0.62
1.28
1.93
7.84
6.50
5.45
1.59
3.99
3.44
1.54
3.19
3.01
Class R5 and Class R6 shares performance
shown prior to the inception date is that of Class C
shares and includes the 12b-1 fees applicable to
Class C shares. Class C shares performance
reflects any applicable fee waiver and/or or expense
reimbursement. The inception date of the Funds
Class C shares is August 30, 2002.
Portfolio Managers
Title
Length of Service on the Fund
Chuck Burge
Portfolio Manager
2009
John Craddock
Portfolio Manager
2010
Shareholder Fees
(fees paid directly from your
investment)
Class:
R5
Maximum Sales Charge (Load) Imposed on Purchases (as a
percentage of offering price)
None
Maximum Deferred Sales Charge (Load) (as a percentage of
original purchase price or redemption proceeds, whichever is
less)
None
1 Year
3 Years
5 Years
10 Years
$
49
$
154
$
269
$
604
Average Annual Total Returns
(for the periods ended
December 31, 2011)
1
5
10
Year
Years
Years
Class R5 shares
1
:
Inception (4/29/2005)
7.83
%
6.48
%
5.15
%
6.60
4.83
3.39
5.06
4.57
3.33
7.84
6.50
5.78
9.02
6.56
5.59
7.95
6.63
5.34
Class R5 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. The inception date of the
Funds Class A shares is April 28, 1987.
Portfolio Managers
Title
Length of Service on the Fund
Clint Dudley
Portfolio Manager
2009
Brian Schneider
Portfolio Manager
2009
n
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.
n
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.
n
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.
n
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.
n
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.
n
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.
n
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.
n
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.
n
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.
n
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.
n
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.
n
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.
n
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.
n
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.
n
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.
n
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.
n
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.
n
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.
n
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.
n
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.
n
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.
n
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.
n
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.
n
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.
n
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.
n
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.
n
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.
n
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.
n
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.
n
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.
n
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.
n
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.
n
James Leach, Portfolio Manager, who has been responsible for the
Fund since 2011 and has been associated with Invesco and/or its
affiliates since 2011. From 2005 to 2011, he was a portfolio
manager with Wells Capital Management.
n
Joe Rodriguez, Jr., (lead manager), Portfolio Manager, who has
been responsible for the Fund since 2005 and has been associated
with Invesco and/or its affiliates since 1990.
n
Mark Blackburn, Portfolio Manager, who has been responsible for
the Fund since 2005 and has been associated with Invesco and/or
its affiliates since 1998.
n
James Cowen, Portfolio Manager, who has been responsible for the
Fund since 2008. Mr. Cowen previously managed the Fund from
January 2006 to January 2007, and has been a member of
Invescos Real Estate Team since 2001. Mr. Cowen has been
associated with Invesco Asset Management and/or its affiliates
since 2001.
n
Paul Curbo, Portfolio Manager, who has been responsible for the
Fund since 2007 and has been associated with Invesco and/or its
affiliates since 1998.
n
Darin Turner, Portfolio Manager, who has been responsible for
the Fund since 2010 and has been associated with Invesco and/or
its affiliates since 2005.
n
Ping-Ying Wang, Portfolio Manager, who has been responsible for
the Fund since 2006 and has been associated with Invesco and/or
its affiliates since 1998.
n
Darren Hughes, Portfolio Manager, who has been responsible for
the Fund since 2005 and has been associated with Invesco and/or
its affiliates since 1992.
n
Scott Roberts, Portfolio Manager, who has been responsible for
the Fund since 2010 and has been associated with Invesco and/or
its affiliates since 2000.
n
Scott Case, Portfolio Manager, who has been responsible for the
Fund since 2009 and has been associated with Invesco and/or its
affiliates since 1997.
n
Brian Schneider, Portfolio Manager, who has been responsible for
the Fund since 2009 and has been associated with Invesco and/or
its affiliates since 1987.
n
Joe Rodriguez, Jr., (lead manager), Portfolio Manager, who has
been responsible for the Fund since 1995 and has been associated
with Invesco and/or its affiliates since 1990.
n
Mark Blackburn, Portfolio Manager, who has been responsible for
the Fund since 2000 and has been associated with Invesco and/or
its affiliates since 1998.
n
Paul Curbo, Portfolio Manager, who has been responsible for the
Fund since 2007 and has been associated with Invesco and/or its
affiliates since 1998.
n
Darin Turner, Portfolio Manager, who has been responsible for
the Fund since 2009 and has been associated with Invesco and/or
its affiliates since 2005.
n
Ping-Ying Wang, Portfolio Manager, who has been responsible for
the Fund since 2006 and has been associated with Invesco and/or
its affiliates since 1998.
n
Chuck Burge, Portfolio Manager, who has been responsible for the
Fund since 2009 and has been associated with Invesco and/or its
affiliates since 2002.
n
John Craddock, Portfolio Manager, who has been responsible for
the Fund since 2010 and has been associated with Invesco and/or
its affiliates since 1999.
n
Clint Dudley, Portfolio Manager, who has been responsible for
the Fund since 2009 and has been associated with Invesco and/or
its affiliates since 1998.
n
Brian Schneider, Portfolio Manager, who has been responsible for
the Fund since 2009 and has been associated with Invesco and/or
its affiliates since 1987.
Ratio of
Ratio of
Net gains
expenses
expenses
(losses)
to average
to average net
Ratio of net
Net asset
on securities
Dividends
net assets
assets without
investment
value,
Net
(both
Total from
from net
Net asset
Net assets,
with fee waivers
fee waivers
income
beginning
investment
realized and
investment
investment
value, end
Total
end of period
and/or
expenses
and/or
expenses
to average
Portfolio
of period
income
(a)
unrealized)
operations
income
of period
return
(b)
(000s omitted)
absorbed
absorbed
net assets
turnover
(c)
Class A
Year ended
02/29/12
$
23.76
$
(0.10
)
$
0.05
(d)
$
(0.05
)
$
(0.60
)
$
23.11
0.04
%
(d)
$
120,667
1.11
%
(e)
1.11
%
(e)
(0.44
)%
(e)
141
%
Year ended
02/28/11
18.28
(0.00
)
5.48
5.48
23.76
29.98
144,118
1.12
1.13
(0.01
)
155
Seven months ended
02/28/10
15.45
(0.05
)
2.88
2.83
18.28
18.32
123,940
1.12
(f)
1.12
(f)
(0.55
)
(f)
38
Year ended
07/31/09
20.41
(0.09
)
(4.87
)
(4.96
)
15.45
(24.30
)
116,128
1.21
1.21
(0.62
)
104
Year ended
07/31/08
23.61
(0.10
)
(3.10
)
(3.20
)
20.41
(13.55
)
192,706
1.05
1.05
(0.45
)
112
Year ended
07/31/07
18.86
(0.11
)
4.86
4.75
23.61
25.18
218,469
1.03
1.03
(0.49
)
99
Class B
Year ended
02/29/12
22.22
(0.25
)
0.05
(d)
(0.20
)
(0.45
)
21.57
(0.69
)
(d)
9,227
1.86
(e)
1.86
(e)
(1.19
)
(e)
141
Year ended
02/28/11
17.22
(0.14
)
5.14
5.00
22.22
29.04
15,179
1.87
1.88
(0.76
)
155
Seven months ended
02/28/10
14.63
(0.12
)
2.71
2.59
17.22
17.70
16,431
1.87
(f)
1.87
(f)
(1.30
)
(f)
38
Year ended
07/31/09
19.45
(0.19
)
(4.63
)
(4.82
)
14.63
(24.78
)
17,015
1.96
1.96
(1.37
)
104
Year ended
07/31/08
22.68
(0.26
)
(2.97
)
(3.23
)
19.45
(14.24
)
38,079
1.80
1.80
(1.20
)
112
Year ended
07/31/07
18.25
(0.26
)
4.69
4.43
22.68
24.28
63,742
1.78
1.78
(1.24
)
99
Class C
Year ended
02/29/12
21.79
(0.24
)
0.04
(d)
(0.20
)
(0.45
)
21.14
(0.71
)
(d)
15,525
1.86
(e)
1.86
(e)
(1.19
)
(e)
141
Year ended
02/28/11
16.89
(0.14
)
5.04
4.90
21.79
29.01
18,762
1.87
1.88
(0.76
)
155
Seven months ended
02/28/10
14.34
(0.12
)
2.67
2.55
16.89
17.78
18,911
1.87
(f)
1.87
(f)
(1.30
)
(f)
38
Year ended
07/31/09
19.08
(0.18
)
(4.56
)
(4.74
)
14.34
(24.84
)
16,271
1.96
1.96
(1.37
)
104
Year ended
07/31/08
22.25
(0.26
)
(2.91
)
(3.17
)
19.08
(14.25
)
29,517
1.80
1.80
(1.20
)
112
Year ended
07/31/07
17.90
(0.26
)
4.61
4.35
22.25
24.30
37,089
1.78
1.78
(1.24
)
99
Class R
Year ended
02/29/12
23.43
(0.15
)
0.05
(d)
(0.10
)
(0.55
)
22.78
(0.19
)
(d)
2,673
1.36
(e)
1.36
(e)
(0.69
)
(e)
141
Year ended
02/28/11
18.08
(0.05
)
5.40
5.35
23.43
29.59
3,071
1.37
1.38
(0.26
)
155
Seven months ended
02/28/10
15.31
(0.08
)
2.85
2.77
18.08
18.09
2,649
1.37
(f)
1.37
(f)
(0.80
)
(f)
38
Year ended
07/31/09
20.26
(0.12
)
(4.83
)
(4.95
)
15.31
(24.43
)
2,373
1.46
1.46
(0.87
)
104
Year ended
07/31/08
23.51
(0.16
)
(3.09
)
(3.25
)
20.26
(13.82
)
3,965
1.30
1.30
(0.70
)
112
Year ended
07/31/07
18.82
(0.16
)
4.85
4.69
23.51
24.92
4,374
1.28
1.28
(0.74
)
99
Class Y
Year ended
02/29/12
23.90
(0.04
)
0.04
(d)
(0.65
)
23.25
0.28
(d)
11,302
0.86
(e)
0.86
(e)
(0.19
)
(e)
141
Year ended
02/28/11
18.34
0.05
5.51
5.56
23.90
30.32
12,656
0.87
0.88
0.24
155
Seven months ended
02/28/10
15.48
(0.03
)
2.89
2.86
18.34
18.47
6,883
0.87
(f)
0.87
(f)
(0.30
)
(f)
38
Year ended
07/31/09
(g)
15.72
(0.04
)
(0.20
)
(0.24
)
15.48
(1.53
)
5,843
1.00
(f)
1.00
(f)
(0.41
)
(f)
104
Investor Class
Year ended
02/29/12
23.76
(0.10
)
0.05
(d)
(0.05
)
(0.60
)
23.11
0.04
(d)
634,514
1.11
(e)
1.11
(e)
(0.44
)
(e)
141
Year ended
02/28/11
18.28
(0.00
)
5.48
5.48
23.76
29.98
802,241
1.12
1.13
(0.01
)
155
Seven months ended
02/28/10
15.45
(0.05
)
2.88
2.83
18.28
18.32
751,148
1.12
(f)
1.12
(f)
(0.55
)
(f)
38
Year ended
07/31/09
20.40
(0.09
)
(4.86
)
(4.95
)
15.45
(24.26
)
711,934
1.21
1.21
(0.62
)
104
Year ended
07/31/08
23.61
(0.10
)
(3.11
)
(3.21
)
20.40
(13.60
)
1,110,821
1.05
1.05
(0.45
)
112
Year ended
07/31/07
18.85
(0.11
)
4.87
4.76
23.61
25.25
1,560,651
1.03
1.03
(0.49
)
99
Class R5
Year ended
02/29/12
24.85
(0.01
)
0.05
(d)
0.04
(0.68
)
24.21
0.45
(d)
114,366
0.72
(e)
0.72
(e)
(0.05
)
(e)
141
Year ended
02/28/11
19.03
0.08
5.74
5.82
24.85
30.58
84,504
0.72
0.72
0.40
155
Seven months ended
02/28/10
16.05
(0.01
)
2.99
2.98
19.03
18.57
100,629
0.67
(f)
0.67
(f)
(0.10
)
(f)
38
Year ended
07/31/09
21.08
(0.02
)
(5.01
)
(5.03
)
16.05
(23.86
)
82,123
0.72
0.72
(0.13
)
104
Year ended
07/31/08
24.31
(0.02
)
(3.21
)
(3.23
)
21.08
(13.29
)
185,683
0.66
0.66
(0.06
)
112
Year ended
07/31/07
19.33
(0.02
)
5.00
4.98
24.31
25.76
168,767
0.64
0.64
(0.10
)
99
Calculated using average shares outstanding.
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.
Portfolio turnover is calculated at the fund level and is not
annualized for periods less than one year, if applicable.
Includes litigation proceeds received during the period. Had the
litigation proceeds not been received net gains (losses) on
securities (both realized and unrealized) per share would have
been $(0.89), $(0.89), $(0.90), $(0.89), $(0.90), $(0.89) and
$(0.89) for Class A, Class B, Class C,
Class R, Class Y, Investor Class and Class R5 shares,
respectively and total returns would have been (4.03)%, (5.02)%,
(5.12)%, (4.31)%, (3.77)%, (4.03)% and (3.45)% for Class A,
Class B, Class C, Class R, Class Y, Investor
Class and Class R5 shares, respectively.
Ratios are based on average daily net assets (000s) of
$125,373, $11,480, $16,526, $2,802, $11,076, $678,799 and
$98,163 for Class A, Class B, Class C,
Class R, Class Y, Investor Class and Class R5 shares,
respectively.
Annualized.
Commencement date of October 3, 2008.
Ratio of
Ratio of
Net gains
expenses
expenses
(losses)
to average
to average net
Ratio of net
Net asset
on 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
(a)
unrealized)
operations
income
gains
distributions
of
period
(b)
return
(c)
(000s omitted)
absorbed
absorbed
net assets
turnover
(d)
Class A
Year ended
02/29/12
$
10.83
$
0.14
$
(0.28
)
$
(0.14
)
$
(0.17
)
$
$
(0.17
)
$
10.52
(1.21
)%
$
264,763
1.51
%
(f)
1.51
%
(f)
1.41
%
(f)
54
%
Year ended
02/28/11
9.01
0.24
(e)
2.03
2.27
(0.45
)
(0.45
)
10.83
25.61
295,582
1.43
1.43
2.46
(e)
80
Seven months ended
02/28/10
8.22
0.09
0.93
1.02
(0.23
)
(0.23
)
9.01
12.36
233,895
1.40
(g)
1.40
(g)
1.68
(g)
46
Year ended
07/31/09
11.54
0.22
(3.44
)
(3.22
)
(0.09
)
(0.01
)
(0.10
)
8.22
(27.79
)
208,752
1.59
1.59
2.79
78
Year ended
07/31/08
14.88
0.23
(2.19
)
(1.96
)
(0.90
)
(0.48
)
(1.38
)
11.54
(14.46
)
390,981
1.38
1.38
1.66
59
Year ended
07/31/07
13.50
0.18
1.83
2.01
(0.47
)
(0.16
)
(0.63
)
14.88
14.88
481,099
1.36
1.36
1.12
46
Class B
Year ended
02/29/12
10.81
0.07
(0.29
)
(0.22
)
(0.09
)
(0.09
)
10.50
(1.99
)
11,412
2.26
(f)
2.26
(f)
0.66
(f)
54
Year ended
02/28/11
8.99
0.17
(e)
2.03
2.20
(0.38
)
(0.38
)
10.81
24.75
15,047
2.18
2.18
1.71
(e)
80
Seven months ended
02/28/10
8.21
0.05
0.93
0.98
(0.20
)
(0.20
)
8.99
11.85
14,780
2.15
(g)
2.15
(g)
0.93
(g)
46
Year ended
07/31/09
11.53
0.16
(3.43
)
(3.27
)
(0.04
)
(0.01
)
(0.05
)
8.21
(28.35
)
14,870
2.34
2.34
2.04
78
Year ended
07/31/08
14.86
0.13
(2.19
)
(2.06
)
(0.79
)
(0.48
)
(1.27
)
11.53
(15.09
)
32,535
2.13
2.13
0.91
59
Year ended
07/31/07
13.49
0.06
1.83
1.89
(0.36
)
(0.16
)
(0.52
)
14.86
14.02
53,038
2.11
2.11
0.37
46
Class C
Year ended
02/29/12
10.81
0.07
(0.29
)
(0.22
)
(0.09
)
(0.09
)
10.50
(1.99
)
37,828
2.26
(f)
2.26
(f)
0.66
(f)
54
Year ended
02/28/11
8.99
0.17
(e)
2.03
2.20
(0.38
)
(0.38
)
10.81
24.74
44,885
2.18
2.18
1.71
(e)
80
Seven months ended
02/28/10
8.22
0.05
0.92
0.97
(0.20
)
(0.20
)
8.99
11.71
38,957
2.15
(g)
2.15
(g)
0.93
(g)
46
Year ended
07/31/09
11.54
0.16
(3.43
)
(3.27
)
(0.04
)
(0.01
)
(0.05
)
8.22
(28.33
)
36,020
2.34
2.34
2.04
78
Year ended
07/31/08
14.86
0.13
(2.18
)
(2.05
)
(0.79
)
(0.48
)
(1.27
)
11.54
(15.02
)
77,201
2.13
2.13
0.91
59
Year ended
07/31/07
13.50
0.06
1.82
1.88
(0.36
)
(0.16
)
(0.52
)
14.86
13.93
112,613
2.11
2.11
0.37
46
Class R
Year ended
02/29/12
10.83
0.12
(0.30
)
(0.18
)
(0.14
)
(0.14
)
10.51
(1.56
)
13,717
1.76
(f)
1.76
(f)
1.16
(f)
54
Year ended
02/28/11
9.00
0.22
(e)
2.04
2.26
(0.43
)
(0.43
)
10.83
25.44
12,571
1.68
1.68
2.21
(e)
80
Seven months ended
02/28/10
8.22
0.08
0.92
1.00
(0.22
)
(0.22
)
9.00
12.10
9,254
1.65
(g)
1.65
(g)
1.43
(g)
46
Year ended
07/31/09
11.54
0.19
(3.43
)
(3.24
)
(0.07
)
(0.01
)
(0.08
)
8.22
(27.97
)
7,545
1.84
1.84
2.54
78
Year ended
07/31/08
14.87
0.19
(2.17
)
(1.98
)
(0.87
)
(0.48
)
(1.35
)
11.54
(14.63
)
7,032
1.63
1.63
1.41
59
Year ended
07/31/07
13.50
0.14
1.82
1.96
(0.43
)
(0.16
)
(0.59
)
14.87
14.52
3,610
1.61
1.61
0.87
46
Class Y
Year ended
02/29/12
10.85
0.17
(0.30
)
(0.13
)
(0.19
)
(0.19
)
10.53
(1.04
)
237,473
1.26
(f)
1.26
(f)
1.66
(f)
54
Year ended
02/28/11
9.02
0.27
(e)
2.03
2.30
(0.47
)
(0.47
)
10.85
26.01
182,981
1.18
1.18
2.71
(e)
80
Seven months ended
02/28/10
8.23
0.10
0.93
1.03
(0.24
)
(0.24
)
9.02
12.48
122,613
1.15
(g)
1.15
(g)
1.93
(g)
46
Year ended
07/31/09
(h)
9.58
0.17
(1.44
)
(1.27
)
(0.07
)
(0.01
)
(0.08
)
8.23
(13.03
)
52,830
1.40
(g)
1.40
(g)
2.98
(g)
78
Class R5
Year ended
02/29/12
10.83
0.20
(0.29
)
(0.09
)
(0.22
)
(0.22
)
10.52
(0.69
)
406,395
0.91
(f)
0.91
(f)
2.01
(f)
54
Year ended
02/28/11
9.00
0.30
(e)
2.03
2.33
(0.50
)
(0.50
)
10.83
26.37
339,244
0.91
0.91
2.98
(e)
80
Seven months ended
02/28/10
8.21
0.11
0.93
1.04
(0.25
)
(0.25
)
9.00
12.64
186,423
0.91
(g)
0.91
(g)
2.17
(g)
46
Year ended
07/31/09
11.53
0.26
(3.43
)
(3.17
)
(0.14
)
(0.01
)
(0.15
)
8.21
(27.36
)
88,071
0.98
0.98
3.40
78
Year ended
07/31/08
14.86
0.28
(2.16
)
(1.88
)
(0.97
)
(0.48
)
(1.45
)
11.53
(13.99
)
62,633
0.91
0.91
2.13
59
Year ended
07/31/07
13.49
0.25
1.81
2.06
(0.53
)
(0.16
)
(0.69
)
14.86
15.29
11,289
0.91
0.91
1.57
46
Calculated using average shares outstanding.
Includes redemption fees added to shares of beneficial interest
which were less than $0.005 per share.
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.
Portfolio turnover is calculated at the fund level and is not
annualized for periods less than one year, if applicable.
Net investment income per share and the ratio of net investment
income to average net assets includes a special cash dividend
received of $2.63 per share of Westfield Group on
December 13, 2010. Net investment income per share and the
ratio of net investment income excluding the special dividend
are $0.18 and 1.81%; $0.10 and 1.06%; $0.10 and 1.06%; $0.15 and
1.56%; $0.20 and 2.06%; and $0.23 and 2.33% for Class A,
Class B, Class C, Class R, Class Y and Class
R5 shares, respectively.
Ratios are based on average daily net assets (000s
omitted) of $276,985, $12,539, $39,960, $12,563, $198,770 and
$346,256 for Class A, Class B, Class C,
Class R, Class Y and Class R5 shares, respectively.
Annualized.
Commencement date of October 3, 2008.
Ratio of
Ratio of
Net gains
expenses
expenses
(losses)
to average
to average net
Ratio of net
Net asset
on securities
Dividends
net assets
assets without
investment
value,
Net
(both
Total from
from net
Net asset
Net assets,
with fee waivers
fee waivers
income
beginning
investment
realized and
investment
investment
value, end
Total
end of period
and/or
expenses
and/or
expenses
to average
Portfolio
of period
income
unrealized)
operations
income
of
period
(a)
return
(b)
(000s omitted)
absorbed
absorbed
net assets
turnover
(c)
Class A
Year ended
02/29/12
$
4.33
$
0.29
(d)
$
(0.09
)
$
0.20
$
(0.30
)
$
4.23
4.89
%
$
964,405
0.90
%
(e)
1.01
%
(e)
6.93
%
(e)
65
%
Year ended
02/28/11
4.03
0.31
(d)
0.30
0.61
(0.31
)
4.33
15.73
532,779
0.99
1.04
7.36
91
Seven months ended
02/28/10
3.64
0.19
(d)
0.39
0.58
(0.19
)
4.03
16.15
460,987
0.98
(f)
1.04
(f)
8.31
(f)
62
Year ended
07/31/09
3.98
0.35
(d)
(0.33
)
0.02
(0.36
)
3.64
2.38
397,072
1.12
1.21
10.74
104
Year ended
07/31/08
4.30
0.33
(0.31
)
0.02
(0.34
)
3.98
0.42
337,141
1.15
1.15
7.88
76
Year ended
07/31/07
4.32
0.31
(0.02
)
0.29
(0.31
)
4.30
6.78
379,525
1.11
1.11
6.98
111
Class B
Year ended
02/29/12
4.34
0.25
(d)
(0.09
)
0.16
(0.26
)
4.24
4.11
44,904
1.65
(e)
1.76
(e)
6.18
(e)
65
Year ended
02/28/11
4.04
0.28
(d)
0.30
0.58
(0.28
)
4.34
14.86
37,460
1.74
1.79
6.61
91
Seven months ended
02/28/10
3.65
0.17
(d)
0.39
0.56
(0.17
)
4.04
15.63
41,726
1.73
(f)
1.79
(f)
7.56
(f)
62
Year ended
07/31/09
3.99
0.33
(d)
(0.33
)
0.00
(0.34
)
3.65
1.63
42,365
1.87
1.96
9.99
104
Year ended
07/31/08
4.31
0.30
(0.31
)
(0.01
)
(0.31
)
3.99
(0.32
)
60,966
1.90
1.90
7.13
76
Year ended
07/31/07
4.33
0.28
(0.02
)
0.26
(0.28
)
4.31
5.99
104,215
1.86
1.86
6.23
111
Class C
Year ended
02/29/12
4.32
0.25
(d)
(0.09
)
0.16
(0.26
)
4.22
4.10
114,854
1.65
(e)
1.76
(e)
6.18
(e)
65
Year ended
02/28/11
4.02
0.28
(d)
0.30
0.58
(0.28
)
4.32
14.90
75,278
1.74
1.79
6.61
91
Seven months ended
02/28/10
3.64
0.17
(d)
0.38
0.55
(0.17
)
4.02
15.38
58,958
1.73
(f)
1.79
(f)
7.56
(f)
62
Year ended
07/31/09
3.97
0.32
(d)
(0.31
)
0.01
(0.34
)
3.64
1.86
56,672
1.87
1.96
9.99
104
Year ended
07/31/08
4.30
0.30
(0.32
)
(0.02
)
(0.31
)
3.97
(0.58
)
33,685
1.90
1.90
7.13
76
Year ended
07/31/07
4.31
0.28
(0.01
)
0.27
(0.28
)
4.30
6.24
39,234
1.86
1.86
6.23
111
Class Y
Year ended
02/29/12
4.34
0.30
(d)
(0.09
)
0.21
(0.31
)
4.24
5.16
45,730
0.65
(e)
0.76
(e)
7.18
(e)
65
Year ended
02/28/11
4.04
0.32
(d)
0.30
0.62
(0.32
)
4.34
16.00
35,235
0.74
0.79
7.61
91
Seven months ended
02/28/10
3.65
0.19
(d)
0.39
0.58
(0.19
)
4.04
16.28
14,512
0.73
(f)
0.79
(f)
8.56
(f)
62
Year ended
07/31/09
(g)
3.58
0.30
(d)
0.07
0.37
(0.30
)
3.65
12.44
11,883
0.87
(f)
0.98
(f)
10.99
(f)
104
Investor Class
Year ended
02/29/12
4.33
0.29
(d)
(0.09
)
0.20
(0.30
)
4.23
4.90
121,909
0.87
(e)
0.98
(e)
6.96
(e)
65
Year ended
02/28/11
4.03
0.31
(d)
0.30
0.61
(0.31
)
4.33
15.73
134,144
0.99
1.04
7.36
91
Seven months ended
02/28/10
3.64
0.19
(d)
0.39
0.58
(0.19
)
4.03
16.16
122,059
0.98
(f)
1.04
(f)
8.31
(f)
62
Year ended
07/31/09
3.98
0.35
(d)
(0.33
)
0.02
(0.36
)
3.64
2.41
104,737
1.11
1.20
10.75
104
Year ended
07/31/08
4.31
0.33
(0.32
)
0.01
(0.34
)
3.98
0.21
107,906
1.11
1.11
7.92
76
Year ended
07/31/07
4.32
0.31
(0.01
)
0.30
(0.31
)
4.31
7.06
125,803
1.10
1.10
6.99
111
Class R5
Year ended
02/29/12
4.32
0.30
(d)
(0.09
)
0.21
(0.31
)
4.22
5.21
110,212
0.64
(e)
0.68
(e)
7.19
(e)
65
Year ended
02/28/11
4.02
0.32
(d)
0.31
0.63
(0.33
)
4.32
16.17
82,411
0.64
0.64
7.71
91
Seven months ended
02/28/10
3.64
0.20
(d)
0.38
0.58
(0.20
)
4.02
16.10
138,218
0.62
(f)
0.62
(f)
8.67
(f)
62
Year ended
07/31/09
3.97
0.36
(d)
(0.31
)
0.05
(0.38
)
3.64
3.12
133,464
0.68
0.68
11.18
104
Year ended
07/31/08
4.30
0.35
(0.32
)
0.03
(0.36
)
3.97
0.66
172,562
0.65
0.65
8.38
76
Year ended
07/31/07
4.31
0.34
(0.01
)
0.33
(0.34
)
4.30
7.55
167,971
0.64
0.64
7.45
111
Includes redemption fees added to shares of beneficial interest
which were less than $0.005 per share.
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.
Portfolio turnover is calculated at the fund level and is not
annualized for periods less than one year, if applicable. For
the period ending February 29, 2012, the portfolio turnover
calculation excludes the value of securities purchased of
$458,469,251 and sold of $101,690,878 in effect to realign the
Funds portfolio holdings after the reorganization of
Invesco Van Kampen High Yield Fund into the Fund.
Calculated using average shares outstanding.
Ratios are based on average daily net assets (000s) of
$771,459, $45,008, $99,523, $41,928, $119,706 and $100,651 for
Class A, Class B, Class C, Class Y, Investor
Class and Class R5 shares, respectively.
Annualized.
Commencement date of October 3, 2008.
Ratio of
Ratio of
Net gains
expenses
expenses
(losses)
to average
to average net
Ratio of net
Net asset
on 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
$
10.47
$
0.00
(c)
$
0.06
$
0.06
$
(0.01
)
$
(0.05
)
$
(0.06
)
$
10.47
0.54
%
$
53,625
0.50
%
(d)
0.75
%
(d)
0.03
%
(d)
138
%
Year ended
02/28/11
10.52
0.01
(c)
0.04
0.05
(0.01
)
(0.09
)
(0.10
)
10.47
0.43
60,707
0.67
0.72
0.10
144
Seven months ended
02/28/10
10.46
0.02
(c)
0.06
0.08
(0.02
)
(0.02
)
10.52
0.76
88,726
0.74
(e)
0.74
(e)
0.32
(e)
65
Year ended
07/31/09
10.27
0.12
(c)
0.19
0.31
(0.12
)
(0.12
)
10.46
3.06
103,492
0.72
0.72
1.16
157
Year ended
07/31/08
10.03
0.32
(c)
0.24
0.56
(0.32
)
(0.32
)
10.27
5.65
90,058
0.71
0.71
3.10
126
Year ended
07/31/07
10.00
0.40
0.03
0.43
(0.40
)
(0.40
)
10.03
4.37
26,431
0.77
0.77
3.98
107
Class A2
Year ended
02/29/12
10.47
0.00
(c)
0.06
0.06
(0.01
)
(0.05
)
(0.06
)
10.47
0.54
55,291
0.50
(d)
0.65
(d)
0.03
(d)
138
Year ended
02/28/11
10.52
0.01
(c)
0.04
0.05
(0.01
)
(0.09
)
(0.10
)
10.47
0.49
68,724
0.60
0.62
0.17
144
Seven months ended
02/28/10
10.46
0.03
(c)
0.06
0.09
(0.03
)
(0.03
)
10.52
0.82
86,019
0.64
(e)
0.64
(e)
0.42
(e)
65
Year ended
07/31/09
10.27
0.13
(c)
0.19
0.32
(0.13
)
(0.13
)
10.46
3.16
93,789
0.62
0.62
1.26
157
Year ended
07/31/08
10.03
0.33
(c)
0.24
0.57
(0.33
)
(0.33
)
10.27
5.76
114,347
0.61
0.61
3.19
126
Year ended
07/31/07
10.00
0.41
0.03
0.44
(0.41
)
(0.41
)
10.03
4.47
141,832
0.67
0.67
4.08
107
Class Y
Year ended
02/29/12
10.47
0.01
(c)
0.05
0.06
(0.01
)
(0.05
)
(0.06
)
10.47
0.59
16,135
0.46
(d)
0.50
(d)
0.07
(d)
138
Year ended
02/28/11
10.52
0.03
(c)
0.04
0.07
(0.03
)
(0.09
)
(0.12
)
10.47
0.62
15,057
0.47
0.47
0.30
144
Seven months ended
02/28/10
10.46
0.03
(c)
0.06
0.09
(0.03
)
(0.03
)
10.52
0.90
9,410
0.49
(e)
0.49
(e)
0.57
(e)
65
Year ended
07/31/09
(f)
10.39
0.12
(c)
0.06
0.18
(0.11
)
(0.11
)
10.46
1.71
5,240
0.47
(e)
0.47
(e)
1.41
(e)
157
Class R5
Year ended
02/29/12
10.48
0.01
(c)
0.06
0.07
(0.02
)
(0.05
)
(0.07
)
10.48
0.64
6,937
0.40
(d)
0.43
(d)
0.13
(d)
138
Year ended
02/28/11
10.53
0.04
(c)
0.03
0.07
(0.03
)
(0.09
)
(0.12
)
10.48
0.65
7,568
0.41
0.41
0.36
144
Seven months ended
02/28/10
10.47
0.04
(c)
0.06
0.10
(0.04
)
(0.04
)
10.53
0.97
28,687
0.38
(e)
0.38
(e)
0.68
(e)
65
Year ended
07/31/09
10.28
0.16
(c)
0.19
0.35
(0.16
)
(0.16
)
10.47
3.43
21,488
0.35
0.35
1.53
157
Year ended
07/31/08
10.04
0.35
(c)
0.24
0.59
(0.35
)
(0.35
)
10.28
6.02
18,049
0.36
0.36
3.45
126
Year ended
07/31/07
10.00
0.44
0.04
0.48
(0.44
)
(0.44
)
10.04
4.88
12,335
0.36
0.36
4.38
107
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.
Portfolio turnover is calculated at the fund level and is not
annualized for periods less than one year, if applicable.
Calculated using average shares outstanding.
Ratios are based on average daily net assets (000s
omitted) of $55,716, $60,758, $15,769 and $8,190 for
Class A, Class A2, Class Y and Class R5,
respectively.
Annualized.
Commencement date of October 3, 2008.
Ratio of
Ratio of
Net gains
expenses
expenses
(losses) on
to average
to average net
Ratio of net
Net asset
securities
Dividends
net assets
assets without
investment
value,
Net
(both
Total from
from net
Net asset
Net assets,
with fee waivers
fee waivers
income to
beginning
investment
realized and
investment
investment
value, end
Total
end of period
and/or
expenses
and/or
expenses
average
of period
income
unrealized)
operations
income
of period
return
(a)
(000s omitted)
absorbed
absorbed
net assets
Invesco Cash Reserve Shares
Year ended
02/29/12
$
1.00
$
0.00
(b)
$
(0.00
)
$
0.00
$
(0.00
)
$
1.00
0.03
%
$
720,425
0.19
%
(c)
0.84
%
(c)
0.03
%
(c)
Year ended
02/28/11
1.00
0.00
(b)
0.00
0.00
(0.00
)
1.00
0.03
656,565
0.29
0.83
0.03
Seven months ended
02/28/10
1.00
0.00
(b)
0.00
0.00
(0.00
)
1.00
0.02
651,757
0.31
(d)
0.85
(d)
0.04
(d)
Year ended
07/31/09
1.00
0.01
(b)
0.00
0.01
(0.01
)
1.00
0.77
681,584
0.81
0.96
0.77
Year ended
07/31/08
1.00
0.03
(b)
0.00
0.03
(0.03
)
1.00
3.21
727,519
0.90
0.96
3.10
Year ended
07/31/07
1.00
0.04
0.04
(0.04
)
1.00
4.46
554,686
1.00
1.00
4.37
Class AX
Year ended
02/29/12
1.00
0.00
(b)
(0.00
)
0.00
(0.00
)
1.00
0.03
225,693
0.19
(c)
0.84
(c)
0.03
(c)
Nine months ended
02/28/11
(e)
1.00
0.00
(b)
0.00
0.00
(0.00
)
1.00
0.03
292,104
0.28
(d)
0.82
(d)
0.04
(d)
Class B
Year ended
02/29/12
1.00
0.00
(b)
(0.00
)
0.00
(0.00
)
1.00
0.03
67,348
0.19
(c)
1.59
(c)
0.03
(c)
Year ended
02/28/11
1.00
0.00
(b)
0.00
0.00
(0.00
)
1.00
0.03
73,517
0.29
1.58
0.03
Seven months ended
02/28/10
1.00
0.00
(b)
0.00
0.00
(0.00
)
1.00
0.02
93,268
0.31
(d)
1.60
(d)
0.04
(d)
Year ended
07/31/09
1.00
0.00
(b)
0.00
0.00
(0.00
)
1.00
0.41
116,599
1.17
1.70
0.41
Year ended
07/31/08
1.00
0.02
(b)
0.00
0.02
(0.02
)
1.00
2.44
132,033
1.66
1.72
2.34
Year ended
07/31/07
1.00
0.04
0.04
(0.04
)
1.00
3.68
135,772
1.75
1.75
3.62
Class BX
Year ended
02/29/12
1.00
0.00
(b)
(0.00
)
0.00
(0.00
)
1.00
0.03
22,778
0.19
(c)
1.59
(c)
0.03
(c)
Nine months ended
02/28/11
(e)
1.00
0.00
(b)
0.00
0.00
(0.00
)
1.00
0.03
42,803
0.28
(d)
1.57
(d)
0.04
(d)
Class C
Year ended
02/29/12
1.00
0.00
(b)
(0.00
)
0.00
(0.00
)
1.00
0.03
84,040
0.19
(c)
1.59
(c)
0.03
(c)
Year ended
02/28/11
1.00
0.00
(b)
0.00
0.00
(0.00
)
1.00
0.03
82,567
0.29
1.58
0.03
Seven months ended
02/28/10
1.00
0.00
(b)
0.00
0.00
(0.00
)
1.00
0.02
93,298
0.31
(d)
1.60
(d)
0.04
(d)
Year ended
07/31/09
1.00
0.00
(b)
0.00
0.00
(0.00
)
1.00
0.41
104,584
1.17
1.70
0.41
Year ended
07/31/08
1.00
0.02
(b)
0.00
0.02
(0.02
)
1.00
2.44
112,005
1.65
1.71
2.35
Year ended
07/31/07
1.00
0.04
0.04
(0.04
)
1.00
3.68
81,387
1.75
1.75
3.62
Class CX
Year ended
02/29/12
1.00
0.00
(b)
(0.00
)
0.00
(0.00
)
1.00
0.03
16,163
0.19
(c)
1.59
(c)
0.03
(c)
Nine months ended
02/28/11
(e)
1.00
0.00
(b)
0.00
0.00
(0.00
)
1.00
0.03
24,785
0.28
(d)
1.57
(d)
0.04
(d)
Class R
Year ended
02/29/12
1.00
0.00
(b)
(0.00
)
0.00
(0.00
)
1.00
0.03
46,509
0.19
(c)
1.09
(c)
0.03
(c)
Year ended
02/28/11
1.00
0.00
(b)
0.00
0.00
(0.00
)
1.00
0.03
47,227
0.29
1.08
0.03
Seven months ended
02/28/10
1.00
0.00
(b)
0.00
0.00
(0.00
)
1.00
0.02
42,567
0.31
(d)
1.10
(d)
0.04
(d)
Year ended
07/31/09
1.00
0.01
(b)
0.00
0.01
(0.01
)
1.00
0.64
43,027
0.92
1.20
0.66
Year ended
07/31/08
1.00
0.03
(b)
0.00
0.03
(0.03
)
1.00
2.95
26,806
1.15
1.21
2.85
Year ended
07/31/07
1.00
0.04
0.04
(0.04
)
1.00
4.20
18,731
1.25
1.25
4.12
Class Y
Year ended
02/29/12
1.00
0.00
(b)
(0.00
)
0.00
(0.00
)
1.00
0.03
12,675
0.19
(c)
0.69
(c)
0.03
(c)
Year ended
02/28/11
1.00
0.00
(b)
0.00
0.00
(0.00
)
1.00
0.03
14,412
0.29
0.68
0.03
Seven months ended
02/28/10
1.00
0.00
(b)
0.00
0.00
(0.00
)
1.00
0.02
14,756
0.31
(d)
0.70
(d)
0.04
(d)
Year ended
07/31/09
(e)
1.00
0.01
(b)
0.00
0.01
(0.01
)
1.00
0.52
17,373
0.71
(d)
0.74
(d)
0.87
(d)
Investor Class
Year ended
02/29/12
1.00
0.00
(b)
(0.00
)
0.00
(0.00
)
1.00
0.03
192,854
0.19
(c)
0.69
(c)
0.03
(c)
Year ended
02/28/11
1.00
0.00
(b)
0.00
0.00
(0.00
)
1.00
0.03
204,974
0.29
0.68
0.03
Seven months ended
02/28/10
1.00
0.00
(b)
0.00
0.00
(0.00
)
1.00
0.02
233,431
0.31
(d)
0.70
(d)
0.04
(d)
Year ended
07/31/09
1.00
0.01
(b)
0.00
0.01
(0.01
)
1.00
0.89
258,650
0.69
0.71
0.89
Year ended
07/31/08
1.00
0.03
(b)
0.00
0.03
(0.03
)
1.00
3.41
296,623
0.71
0.71
3.29
Year ended
07/31/07
1.00
0.05
0.05
(0.05
)
1.00
4.72
270,679
0.75
0.75
4.62
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.
Calculated using average shares outstanding.
Ratios are based on average daily net assets (000s) of
$725,757, $254,529, $74,487, $31,415, $87,556, $19,675, $46,309,
$14,477, and $209,143 for Invesco Cash Reserve Shares,
Class AX, Class B, Class BX, Class C,
Class CX, Class R, Class Y and Investor Class
shares, respectively.
Annualized.
Commencement date of June 7, 2010 for Class AX,
Class BX, and Class CX shares and October 3,
2008 for Class Y shares.
Ratio of
Ratio of
Net gains
expenses
expenses
(losses)
to average
to average net
Ratio of net
Net asset
on 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
(a)
unrealized)
operations
income
gains
distributions
of period
return
(b)
(000s omitted)
absorbed
absorbed
net assets
turnover
(c)
Class A
Year ended
02/29/12
$
23.03
$
0.17
$
0.95
$
1.12
$
(0.18
)
$
$
(0.18
)
$
23.97
4.93
%
$
1,366,743
1.30
%
(d)
1.30
%
(d)
0.74
%
(d)
64
%
Year ended
02/28/11
17.60
0.17
5.60
5.77
(0.34
)
(0.34
)
23.03
33.11
1,109,689
1.30
1.30
0.88
90
Seven months ended
02/28/10
13.83
0.22
3.73
3.95
(0.18
)
(0.18
)
17.60
28.59
772,496
1.32
(e)
1.33
(e)
2.33
(e)
32
Year ended
07/31/09
22.47
0.43
(8.55
)
(8.12
)
(0.43
)
(0.09
)
(0.52
)
13.83
(35.99
)
562,632
1.43
1.43
3.03
74
Year ended
07/31/08
29.49
0.43
(1.60
)
(1.17
)
(0.57
)
(5.28
)
(5.85
)
22.47
(4.31
)
794,200
1.30
1.30
1.68
47
Year ended
07/31/07
32.65
0.38
0.76
1.14
(0.50
)
(3.80
)
(4.30
)
29.49
1.98
994,153
1.26
1.42
1.09
51
Class B
Year ended
02/29/12
23.11
0.00
0.95
0.95
(0.03
)
(0.03
)
24.03
4.10
27,132
2.05
(d)
2.05
(d)
(0.01
)
(d)
64
Year ended
02/28/11
17.66
0.03
5.62
5.65
(0.20
)
(0.20
)
23.11
32.17
42,219
2.05
2.05
0.13
90
Seven months ended
02/28/10
13.89
0.15
3.74
3.89
(0.12
)
(0.12
)
17.66
28.02
44,355
2.07
(e)
2.08
(e)
1.58
(e)
32
Year ended
07/31/09
22.58
0.34
(8.62
)
(8.28
)
(0.32
)
(0.09
)
(0.41
)
13.89
(36.50
)
39,289
2.18
2.18
2.28
74
Year ended
07/31/08
29.59
0.24
(1.60
)
(1.36
)
(0.37
)
(5.28
)
(5.65
)
22.58
(5.00
)
89,297
2.05
2.05
0.93
47
Year ended
07/31/07
32.75
0.12
0.75
0.87
(0.23
)
(3.80
)
(4.03
)
29.59
1.19
160,917
2.01
2.17
0.34
51
Class C
Year ended
02/29/12
23.04
0.00
0.96
0.96
(0.03
)
(0.03
)
23.97
4.16
144,927
2.05
(d)
2.05
(d)
(0.01
)
(d)
64
Year ended
02/28/11
17.61
0.03
5.60
5.63
(0.20
)
(0.20
)
23.04
32.14
126,377
2.05
2.05
0.13
90
Seven months ended
02/28/10
13.85
0.15
3.73
3.88
(0.12
)
(0.12
)
17.61
28.02
83,099
2.07
(e)
2.08
(e)
1.58
(e)
32
Year ended
07/31/09
22.51
0.33
(8.58
)
(8.25
)
(0.32
)
(0.09
)
(0.41
)
13.85
(36.48
)
57,799
2.18
2.18
2.28
74
Year ended
07/31/08
29.52
0.24
(1.60
)
(1.36
)
(0.37
)
(5.28
)
(5.65
)
22.51
(5.02
)
99,078
2.05
2.05
0.93
47
Year ended
07/31/07
32.68
0.12
0.75
0.87
(0.23
)
(3.80
)
(4.03
)
29.52
1.20
150,854
2.01
2.17
0.34
51
Class R
Year ended
02/29/12
23.04
0.11
0.95
1.06
(0.12
)
(0.12
)
23.98
4.65
140,593
1.55
(d)
1.55
(d)
0.49
(d)
64
Year ended
02/28/11
17.61
0.13
5.60
5.73
(0.30
)
(0.30
)
23.04
32.77
137,923
1.55
1.55
0.63
90
Seven months ended
02/28/10
13.84
0.20
3.73
3.93
(0.16
)
(0.16
)
17.61
28.42
76,564
1.57
(e)
1.58
(e)
2.08
(e)
32
Year ended
07/31/09
22.49
0.39
(8.56
)
(8.17
)
(0.39
)
(0.09
)
(0.48
)
13.84
(36.16
)
47,582
1.68
1.68
2.78
74
Year ended
07/31/08
29.50
0.36
(1.58
)
(1.22
)
(0.51
)
(5.28
)
(5.79
)
22.49
(4.52
)
48,460
1.55
1.55
1.43
47
Year ended
07/31/07
32.66
0.29
0.76
1.05
(0.41
)
(3.80
)
(4.21
)
29.50
1.71
35,660
1.51
1.67
0.84
51
Class Y
Year ended
02/29/12
23.04
0.22
0.94
1.16
(0.23
)
(0.23
)
23.97
5.15
89,354
1.05
(d)
1.05
(d)
0.99
(d)
64
Year ended
02/28/11
17.60
0.23
5.60
5.83
(0.39
)
(0.39
)
23.04
33.49
73,598
1.05
1.05
1.13
90
Seven months ended
02/28/10
13.83
0.25
3.72
3.97
(0.20
)
(0.20
)
17.60
28.74
27,405
1.07
(e)
1.08
(e)
2.59
(e)
32
Year ended
07/31/09
(f)
19.74
0.33
(5.83
)
(5.50
)
(0.32
)
(0.09
)
(0.41
)
13.83
(27.39
)
6,279
1.25
(e)
1.25
(e)
3.21
(e)
74
Investor Class
Year ended
02/29/12
23.01
0.17
0.93
1.10
(0.18
)
(0.18
)
23.93
4.84
58,702
1.30
(d)
1.30
(d)
0.74
(d)
64
Year ended
02/28/11
17.58
0.17
5.60
5.77
(0.34
)
(0.34
)
23.01
33.15
62,354
1.30
1.30
0.88
90
Seven months ended
02/28/10
13.82
0.22
3.72
3.94
(0.18
)
(0.18
)
17.58
28.54
38,150
1.32
(e)
1.33
(e)
2.33
(e)
32
Year ended
07/31/09
22.45
0.43
(8.54
)
(8.11
)
(0.43
)
(0.09
)
(0.52
)
13.82
(35.98
)
27,576
1.43
1.43
3.03
74
Year ended
07/31/08
29.46
0.43
(1.59
)
(1.16
)
(0.57
)
(5.28
)
(5.85
)
22.45
(4.28
)
33,708
1.30
1.30
1.68
47
Year ended
07/31/07
32.63
0.38
0.75
1.13
(0.50
)
(3.80
)
(4.30
)
29.46
1.95
40,614
1.26
1.42
1.09
51
Class R5
Year ended
02/29/12
23.04
0.27
0.94
1.21
(0.27
)
(0.27
)
23.98
5.38
382,468
0.86
(d)
0.86
(d)
1.18
(d)
64
Year ended
02/28/11
17.61
0.26
5.60
5.86
(0.43
)
(0.43
)
23.04
33.67
388,557
0.89
0.89
1.29
90
Seven months ended
02/28/10
13.83
0.27
3.73
4.00
(0.22
)
(0.22
)
17.61
28.97
242,229
0.84
(e)
0.85
(e)
2.81
(e)
32
Year ended
07/31/09
22.47
0.49
(8.53
)
(8.04
)
(0.51
)
(0.09
)
(0.60
)
13.83
(35.63
)
108,139
0.90
0.90
3.56
74
Year ended
07/31/08
29.49
0.55
(1.59
)
(1.04
)
(0.70
)
(5.28
)
(5.98
)
22.47
(3.84
)
65,043
0.83
0.83
2.16
47
Year ended
07/31/07
32.66
0.53
0.75
1.28
(0.65
)
(3.80
)
(4.45
)
29.49
2.41
66,979
0.80
0.96
1.55
51
Calculated using average shares outstanding.
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.
Portfolio turnover is calculated at the fund level and is not
annualized for periods less than one year, if applicable. For
the period ending August 31, 2011, the portfolio turnover
calculation excludes the value of securities purchased of
$304,395,952 in the effort to realign the Funds portfolio
holdings after the reorganization of Invesco Van Kampen Real
Estate Securities Fund into the Fund.
Ratios are based on average daily net assets (000s) of
$1,274,953, $33,712, $141,334, $136,210, $85,032, $58,612 and
$378,887 for Class A, Class B, Class C,
Class R, Class Y, Investor Class and Class R5 shares,
respectively.
Annualized.
Commencement date of October 3, 2008.
Ratio of
Ratio of
Net gains
expenses
expenses
(losses)
to average
to average net
Ratio of net
Net asset
on securities
Dividends
net assets
assets without
investment
value,
Net
(both
Total from
from net
Net asset
Net assets,
with fee waivers
fee waivers
income
beginning
investment
realized and
investment
investment
value, end
Total
end of period
and/or
expenses
and/or
expenses
to average
Portfolio
of period
income
unrealized)
operations
income
of period
return
(a)
(000s omitted)
absorbed
absorbed
net assets
turnover
(b)
Class A
Year ended
02/29/12
$
8.72
$
0.21
(c)
$
(0.05
)
$
0.16
$
(0.20
)
$
8.68
1.85
%
$
195,146
0.56
%
(d)
0.72
%
(d)
2.39
%
(d)
40
%
Year ended
02/28/11
8.68
0.21
(c)
0.04
0.25
(0.21
)
8.72
2.87
113,103
0.65
0.80
2.41
48
Seven months ended
02/28/10
8.55
0.17
(c)
0.13
0.30
(0.17
)
8.68
3.52
80,252
0.65
(e)
0.87
(e)
3.35
(e)
48
Year ended
07/31/09
9.48
0.48
(c)
(0.90
)
(0.42
)
(0.51
)
8.55
(4.37
)
43,695
0.77
0.98
5.60
123
Year ended
07/31/08
9.75
0.56
(c)
(0.26
)
0.30
(0.57
)
9.48
3.18
45,674
0.86
0.94
5.87
73
Year ended
07/31/07
9.80
0.51
(0.04
)
0.47
(0.52
)
9.75
4.84
28,663
0.86
0.98
5.14
101
Class C
Year ended
02/29/12
8.71
0.18
(c)
(0.04
)
0.14
(0.17
)
8.68
1.65
319,379
0.90
(d)
1.28
(d)
2.05
(d)
40
Year ended
02/28/11
8.68
0.19
(c)
0.02
0.21
(0.18
)
8.71
2.49
246,940
0.90
1.55
2.16
48
Seven months ended
02/28/10
8.54
0.16
(c)
0.14
0.30
(0.16
)
8.68
3.50
103,785
0.90
(e)
1.62
(e)
3.10
(e)
48
Year ended
07/31/09
9.48
0.46
(c)
(0.91
)
(0.45
)
(0.49
)
8.54
(4.72
)
66,863
1.02
1.73
5.35
123
Year ended
07/31/08
9.75
0.54
(c)
(0.26
)
0.28
(0.55
)
9.48
2.93
75,404
1.11
1.69
5.62
73
Year ended
07/31/07
9.80
0.48
(0.04
)
0.44
(0.49
)
9.75
4.59
83,869
1.11
1.73
4.89
101
Class R
Year ended
02/29/12
8.73
0.18
(c)
(0.05
)
0.13
(0.17
)
8.69
1.54
2,975
0.90
(d)
1.06
(d)
2.05
(d)
40
Year ended
02/28/11
8.70
0.19
(c)
0.02
0.21
(0.18
)
8.73
2.49
2,588
0.90
1.05
2.16
48
Seven months ended
02/28/10
8.56
0.16
(c)
0.14
0.30
(0.16
)
8.70
3.49
2,086
0.90
(e)
1.12
(e)
3.10
(e)
48
Year ended
07/31/09
9.50
0.46
(c)
(0.91
)
(0.45
)
(0.49
)
8.56
(4.70
)
1,643
1.02
1.23
5.35
123
Year ended
07/31/08
9.77
0.54
(c)
(0.26
)
0.28
(0.55
)
9.50
2.94
1,310
1.11
1.19
5.62
73
Year ended
07/31/07
9.82
0.48
(0.04
)
0.44
(0.49
)
9.77
4.59
621
1.11
1.23
4.89
101
Class Y
Year ended
02/29/12
8.72
0.22
(c)
(0.04
)
0.18
(0.22
)
8.68
2.04
21,676
0.40
(d)
0.56
(d)
2.55
(d)
40
Year ended
02/28/11
8.69
0.23
(c)
0.03
0.26
(0.23
)
8.72
3.00
12,950
0.40
0.55
2.66
48
Seven months ended
02/28/10
8.55
0.18
(c)
0.14
0.32
(0.18
)
8.69
3.79
8,132
0.40
(e)
0.62
(e)
3.60
(e)
48
Year ended
07/31/09
(f)
8.81
0.41
(c)
(0.28
)
0.13
(0.39
)
8.55
1.62
2,545
0.51
(e)
0.75
(e)
5.86
(e)
123
Class R5
Year ended
02/29/12
8.72
0.22
(c)
(0.04
)
0.18
(0.22
)
8.68
2.04
6,901
0.40
(d)
0.46
(d)
2.55
(d)
40
Year ended
02/28/11
8.69
0.23
(c)
0.03
0.26
(0.23
)
8.72
3.00
17,481
0.40
0.45
2.66
48
Seven months ended
02/28/10
8.55
0.18
(c)
0.14
0.32
(0.18
)
8.69
3.79
52,716
0.40
(e)
0.49
(e)
3.60
(e)
48
Year ended
07/31/09
9.49
0.51
(c)
(0.92
)
(0.41
)
(0.53
)
8.55
(4.19
)
61,174
0.49
0.56
5.88
123
Year ended
07/31/08
9.76
0.60
(c)
(0.27
)
0.33
(0.60
)
9.49
3.51
76,898
0.55
0.55
6.18
73
Year ended
07/31/07
9.81
0.53
(0.04
)
0.49
(0.54
)
9.76
5.13
67,467
0.58
0.58
5.42
101
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.
Portfolio turnover is calculated at the fund level and is not
annualized for periods less than one year, if applicable. For
the period ended February 29, 2012, the portfolio turnover
calculation excludes the value of securities purchased of
$108,844,548 and sold of $18,391,076 in the effort to realign
the Funds portfolio holdings after the reorganization of
Invesco LIBOR Alpha Fund and Invesco Van Kampen Limited Duration
Fund into the Fund.
Calculated using average shares outstanding.
Ratios are based on average daily net assets (000s) of
$177,532, $292,374, $2,949, $21,583 and $10,140 for
Class A, Class C, Class R, Class Y and Class
R5 shares, respectively.
Annualized.
Commencement date of October 3, 2008.
Ratio of
Ratio of
expenses
expenses
Net gains
to average
to average net
Ratio of net
Net asset
on securities
Dividends
net assets
assets without
investment
value,
Net
(both
Total from
from net
Net asset
Net assets,
with fee waivers
fee waivers
income to
beginning
investment
realized and
investment
investment
value, end
Total
end of period
and/or
expenses
and/or
expenses
average
Portfolio
of period
income
(a)
unrealized)
operations
income
of period
return
(b)
(000s omitted)
absorbed
absorbed
net assets
turnover
(c)
Class A
Year ended
02/29/12
$
8.91
$
0.16
$
0.50
$
0.66
$
(0.26
)
$
9.31
7.50
%
$
912,434
0.92
%
(d)
0.92
%
(d)
1.78
%
(d)
157
%
Year ended
02/28/11
8.91
0.16
0.11
0.27
(0.27
)
8.91
3.04
291,338
0.98
0.98
1.75
70
Seven Months ended
02/28/10
8.82
0.16
0.14
0.30
(0.21
)
8.91
3.45
312,180
1.04
(e)
1.04
(e)
3.01
(e)
26
Year ended
07/31/09
8.62
0.32
0.26
0.58
(0.38
)
8.82
6.81
408,039
0.98
0.98
3.65
69
Year ended
07/31/08
8.44
0.37
0.23
0.60
(0.42
)
8.62
7.28
335,216
1.06
1.06
4.25
112
Year ended
07/31/07
8.49
0.38
0.01
0.39
(0.44
)
8.44
4.72
278,955
1.06
1.07
4.48
37
Class B
Year ended
02/29/12
8.94
0.10
0.49
0.59
(0.19
)
9.34
6.69
56,028
1.67
(d)
1.67
(d)
1.03
(d)
157
Year ended
02/28/11
8.94
0.09
0.11
0.20
(0.20
)
8.94
2.27
45,597
1.73
1.73
1.00
70
Seven Months ended
02/28/10
8.85
0.12
0.14
0.26
(0.17
)
8.94
2.99
67,389
1.79
(e)
1.79
(e)
2.26
(e)
26
Year ended
07/31/09
8.65
0.26
0.26
0.52
(0.32
)
8.85
6.01
84,501
1.73
1.73
2.90
69
Year ended
07/31/08
8.46
0.30
0.25
0.55
(0.36
)
8.65
6.60
97,091
1.81
1.81
3.50
112
Year ended
07/31/07
8.52
0.32
0.00
0.32
(0.38
)
8.46
3.82
119,045
1.81
1.82
3.73
37
Class C
Year ended
02/29/12
8.90
0.10
0.49
0.59
(0.19
)
9.30
6.69
77,221
1.67
(d)
1.67
(d)
1.03
(d)
157
Year ended
02/28/11
8.90
0.09
0.11
0.20
(0.20
)
8.90
2.27
53,323
1.73
1.73
1.00
70
Seven Months ended
02/28/10
8.82
0.12
0.13
0.25
(0.17
)
8.90
2.88
66,881
1.79
(e)
1.79
(e)
2.26
(e)
26
Year ended
07/31/09
8.62
0.26
0.26
0.52
(0.32
)
8.82
6.02
70,062
1.73
1.73
2.90
69
Year ended
07/31/08
8.43
0.30
0.25
0.55
(0.36
)
8.62
6.61
45,269
1.81
1.81
3.50
112
Year ended
07/31/07
8.49
0.32
0.00
0.32
(0.38
)
8.43
3.82
33,551
1.81
1.82
3.73
37
Class R
Year ended
02/29/12
8.92
0.14
0.50
0.64
(0.24
)
9.32
7.23
14,155
1.17
(d)
1.17
(d)
1.53
(d)
157
Year ended
02/28/11
8.91
0.14
0.12
0.26
(0.25
)
8.92
2.90
16,999
1.23
1.23
1.50
70
Seven Months ended
02/28/10
8.83
0.14
0.14
0.28
(0.20
)
8.91
3.18
13,655
1.29
(e)
1.29
(e)
2.76
(e)
26
Year ended
07/31/09
8.63
0.30
0.26
0.56
(0.36
)
8.83
6.54
12,447
1.23
1.23
3.40
69
Year ended
07/31/08
8.44
0.34
0.25
0.59
(0.40
)
8.63
7.14
6,300
1.31
1.31
4.00
112
Year ended
07/31/07
8.50
0.36
0.00
0.36
(0.42
)
8.44
4.34
4,577
1.31
1.32
4.23
37
Class Y
Year ended
02/29/12
8.92
0.19
0.49
0.68
(0.28
)
9.32
7.76
7,805
0.67
(d)
0.67
(d)
2.03
(d)
157
Year ended
02/28/11
8.91
0.18
0.12
0.30
(0.29
)
8.92
3.42
9,366
0.73
0.73
2.00
70
Seven Months ended
02/28/10
8.83
0.17
0.13
0.30
(0.22
)
8.91
3.49
2,243
0.79
(e)
0.79
(e)
3.26
(e)
26
Year ended
07/31/09
(f)
8.70
0.29
0.17
0.46
(0.33
)
8.83
5.30
4,112
0.71
(e)
0.71
(e)
3.92
(e)
69
Investor Class
Year ended
02/29/12
8.92
0.16
0.49
0.65
(0.26
)
9.31
7.37
85,227
0.92
(d)
0.92
(d)
1.78
(d)
157
Year ended
02/28/11
8.91
0.16
0.13
0.29
(0.28
)
8.92
3.16
102,784
0.98
0.98
1.75
70
Seven Months ended
02/28/10
8.83
0.16
0.13
0.29
(0.21
)
8.91
3.33
65,244
1.04
(e)
1.04
(e)
3.01
(e)
26
Year ended
07/31/09
8.63
0.32
0.26
0.58
(0.38
)
8.83
6.82
51,292
0.98
0.98
3.65
69
Year ended
07/31/08
8.44
0.37
0.25
0.62
(0.43
)
8.63
7.45
41,807
1.02
1.02
4.29
112
Year ended
07/31/07
8.50
0.39
0.00
0.39
(0.45
)
8.44
4.65
40,278
1.02
1.03
4.52
37
Class R5
Year ended
02/29/12
8.91
0.20
0.50
0.70
(0.30
)
9.31
7.99
5,311
0.48
(d)
0.48
(d)
2.22
(d)
157
Year ended
02/28/11
8.92
0.20
0.10
0.30
(0.31
)
8.91
3.41
6,454
0.53
0.53
2.20
70
Seven Months ended
02/28/10
8.84
0.18
0.14
0.32
(0.24
)
8.92
3.62
14,052
0.56
(e)
0.56
(e)
3.49
26
Year ended
07/31/09
8.63
0.36
0.27
0.63
(0.42
)
8.84
7.42
18,303
0.52
0.52
4.11
69
Year ended
07/31/08
8.45
0.41
0.24
0.65
(0.47
)
8.63
7.80
24,494
0.56
0.56
4.75
112
Year ended
07/31/07
8.50
0.43
0.01
0.44
(0.49
)
8.45
5.25
20,997
0.54
0.55
5.00
37
Calculated using average shares outstanding.
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.
Portfolio turnover is calculated at the fund level and is not
annualized for periods less than one year, if applicable. For
the period ending February 29, 2012, the portfolio turnover
calculation excludes the value of securities purchased of
$736,836,392 and sold of $245,862,985 in the effort to realign
the Funds portfolio holdings after the reorganization of
Invesco Van Kampen Government Securities Fund into the Fund.
Ratios are based on average daily net assets (000s) of
$753,401, $57,478, $70,619, $15,727, $4,823, $92,416 and $8,465
for Class A, Class B, Class C, Class R,
Class Y, Investor Class and Class R5 shares, respectively.
Annualized.
Commencement date of October 3, 2008.
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; and
n
Invesco High Yield Fund and Invesco Short Term Bond Funds
current annual expense ratio includes any applicable contractual
fee waiver or expense reimbursement for the period committed.
Invesco Money Market Fund R5
Year 1
Year 2
Year 3
Year 4
Year 5
Year 6
Year 7
Year 8
Year 9
Year 10
0
.55%
0
.55%
0
.55%
0
.55%
0
.55%
0
.55%
0
.55%
0
.55%
0
.55%
0
.55%
5
.00%
10
.25%
15
.76%
21
.55%
27
.63%
34
.01%
40
.71%
47
.75%
55
.13%
62
.89%
4
.45%
9
.10%
13
.95%
19
.02%
24
.32%
29
.85%
35
.63%
41
.67%
47
.97%
54
.56%
$
10,455
.00
$
10,909
.80
$
11,395
.29
$
11,902
.38
$
12,432
.03
$
12,985
.26
$
13,563
.10
$
14,166
.66
$
14,797
.08
$
15,455
.55
$
56
.22
$
58
.73
$
61
.34
$
64
.07
$
66
.92
$
69
.90
$
73
.01
$
76
.26
$
79
.65
$
83
.19
Invesco Real Estate Fund R5
Year 1
Year 2
Year 3
Year 4
Year 5
Year 6
Year 7
Year 8
Year 9
Year 10
0
.86%
0
.86%
0
.86%
0
.86%
0
.86%
0
.86%
0
.86%
0
.86%
0
.86%
0
.86%
5
.00%
10
.25%
15
.76%
21
.55%
27
.63%
34
.01%
40
.71%
47
.75%
55
.13%
62
.89%
4
.14%
8
.45%
12
.94%
17
.62%
22
.49%
27
.56%
32
.84%
38
.34%
44
.06%
50
.03%
$
10,414
.00
$
10,845
.14
$
11,294
.13
$
11,761
.71
$
12,248
.64
$
12,755
.73
$
13,283
.82
$
13,833
.77
$
14,406
.49
$
15,002
.92
$
87
.78
$
91
.41
$
95
.20
$
99
.14
$
103
.24
$
107
.52
$
111
.97
$
116
.61
$
121
.43
$
126
.46
Invesco Real Estate Fund R6
Year 1
Year 2
Year 3
Year 4
Year 5
Year 6
Year 7
Year 8
Year 9
Year 10
0
.79%
0
.79%
0
.79%
0
.79%
0
.79%
0
.79%
0
.79%
0
.79%
0
.79%
0
.79%
5
.00%
10
.25%
15
.76%
21
.55%
27
.63%
34
.01%
40
.71%
47
.75%
55
.13%
62
.89%
4
.21%
8
.60%
13
.17%
17
.93%
22
.90%
28
.07%
33
.46%
39
.08%
44
.94%
51
.04%
$
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
$
80
.66
$
84
.06
$
87
.60
$
91
.29
$
95
.13
$
99
.13
$
103
.31
$
107
.66
$
112
.19
$
116
.91
Invesco Short Term Bond Fund R5
Year 1
Year 2
Year 3
Year 4
Year 5
Year 6
Year 7
Year 8
Year 9
Year 10
0
.41%
0
.46%
0
.46%
0
.46%
0
.46%
0
.46%
0
.46%
0
.46%
0
.46%
0
.46%
5
.00%
10
.25%
15
.76%
21
.55%
27
.63%
34
.01%
40
.71%
47
.75%
55
.13%
62
.89%
4
.59%
9
.34%
14
.30%
19
.49%
24
.92%
30
.59%
36
.52%
42
.71%
49
.19%
55
.97%
$
10,459
.00
$
10,933
.84
$
11,430
.23
$
11,949
.17
$
12,491
.66
$
13,058
.78
$
13,651
.65
$
14,271
.43
$
14,919
.36
$
15,596
.70
$
41
.94
$
49
.20
$
51
.44
$
53
.77
$
56
.21
$
58
.77
$
61
.43
$
64
.22
$
67
.14
$
70
.19
Invesco Short Term Bond Fund R6
Year 1
Year 2
Year 3
Year 4
Year 5
Year 6
Year 7
Year 8
Year 9
Year 10
0
.41%
0
.45%
0
.45%
0
.45%
0
.45%
0
.45%
0
.45%
0
.45%
0
.45%
0
.45%
5
.00%
10
.25%
15
.76%
21
.55%
27
.63%
34
.01%
40
.71%
47
.75%
55
.13%
62
.89%
4
.59%
9
.35%
14
.32%
19
.53%
24
.96%
30
.65%
36
.59%
42
.81%
49
.31%
56
.10%
$
10,459
.00
$
10,934
.88
$
11,432
.42
$
11,952
.60
$
12,496
.44
$
13,065
.03
$
13,659
.49
$
14,280
.99
$
14,930
.78
$
15,610
.13
$
41
.94
$
48
.14
$
50
.33
$
52
.62
$
55
.01
$
57
.51
$
60
.13
$
62
.87
$
65
.73
$
68
.72
Invesco U.S. Government Fund R5
Year 1
Year 2
Year 3
Year 4
Year 5
Year 6
Year 7
Year 8
Year 9
Year 10
0
.48%
0
.48%
0
.48%
0
.48%
0
.48%
0
.48%
0
.48%
0
.48%
0
.48%
0
.48%
5
.00%
10
.25%
15
.76%
21
.55%
27
.63%
34
.01%
40
.71%
47
.75%
55
.13%
62
.89%
4
.52%
9
.24%
14
.18%
19
.34%
24
.74%
30
.38%
36
.27%
42
.43%
48
.87%
55
.59%
$
10,452
.00
$
10,924
.43
$
11,418
.21
$
11,934
.32
$
12,473
.75
$
13,037
.56
$
13,626
.86
$
14,242
.79
$
14,886
.57
$
15,559
.44
$
49
.08
$
51
.30
$
53
.62
$
56
.05
$
58
.58
$
61
.23
$
63
.99
$
66
.89
$
69
.91
$
73
.07
1 Your actual expenses may be higher or lower than those
shown.
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.
Exchange From
Exchange To
Class R5
Class R6
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.
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.
n
Trade activity monitoring.
n
Trading guidelines.
n
Purchase blocking.
n
The use of fair value pricing consistent with procedures
approved by the Board.
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. An exchange occurs when the
purchase of shares of a Fund is made using the proceeds from a
redemption of shares of another Fund and is effectuated on the
same day as the redemption. 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
The conversion of shares of one class of the Fund into shares of
another class of the same Fund is not taxable for federal income
tax purposes and no gain or loss will be reported on the
transaction. This is true whether the conversion occurs
automatically pursuant to the terms of the class or is initiated
by the shareholder.
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.
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.
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.
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.
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.
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.
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.
By Mail:
Invesco Investment Services, Inc.
P.O. Box 219078
Kansas City, MO 64121-9078
By Telephone:
(800) 659-1005
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
Prospectus
September 24, 2012
(formerly
known as Invesco Van Kampen Corporate Bond Fund)
1
3
8
8
8
8
8
8
8
8
8
9
11
A-1
A-1
A-1
A-1
A-2
A-2
A-2
A-3
A-4
A-6
A-6
Back Cover
Shareholder Fees
(fees paid directly from your
investment)
Class:
R5
R6
Maximum Sales Charge (Load) Imposed on Purchases (as a
percentage of offering price)
None
None
Maximum Deferred Sales Charge (Load) (as a percentage of
original purchase price or redemption proceeds, whichever is
less)
None
None
Other Expenses and Total Annual Fund Operating
Expenses for Class R6 shares are based on estimated
amounts for the current fiscal year.
1 Year
3 Years
5 Years
10 Years
$
48
$
151
$
263
$
591
$
48
$
151
$
263
$
591
Average Annual Total Returns
(for the periods ended
December 31, 2011)
1
5
10
Year
Years
Years
Class R5
shares
1
:
Inception (6/01/2010)
6.44
%
6.17
%
5.52
%
4.68
4.26
3.60
4.16
4.13
3.56
Class R6
shares
1
:
Inception (09/24/12)
5.89
6.02
5.44
Barclays U.S. Credit
Index
2
(reflects no deductions for fees, expenses or taxes)
8.35
6.80
6.35
Barclays U.S. Corp Inv
Bd Index
2
(reflects no deductions for fees, expenses or taxes)
8.15
6.82
6.36
Lipper BBB Rated Funds Index
8.63
6.24
6.08
Class R5 and Class R6 shares performance shown prior to
the inception date is that of the Funds (and the
predecessor funds) Class A shares and includes the
12b-1 fees applicable to Class A shares. Class A
shares performance reflects any applicable fee waivers
and/or expense reimbursement. The inception date of the
predecessor funds Class A shares is
September 23, 1971.
The Fund has elected to use the Barclays U.S. Credit Index to
represent its broad-based securities/style specific market
benchmark rather than the Barclays U.S. Corp Inv Bd Index
because the Barclays U.S. Credit Index more closely reflects the
performance of the types of securities in which the Fund
invests.
Portfolio Managers
Title
Length of Service on the Fund
Chuck Burge
Portfolio Manager
2010
John Craddock
Portfolio Manager
2010
Darren Hughes
Portfolio Manager
2012
Scott Roberts
Portfolio Manager
2012
I. (a)
securities rated at the time of purchase Baa or higher by
Moodys or BBB or higher by S&P;
(b)
securities issued or guaranteed by the U.S. government, its
agencies or instrumentalities;
(c)
commercial paper rated Prime by Moodys or A by S&P;
and
(d)
cash and cash equivalents.
n
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.
n
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.
n
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 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.
n
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.
n
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.
n
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.
n
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.
n
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.
n
Chuck Burge, Portfolio Manager, who has been responsible for the
Fund since 2010, and has been associated with Invesco
and/or
its
affiliates since 2002.
n
John Craddock, Portfolio Manager, who has been responsible for
the Fund since 2010 and has been with Invesco
and/or
its
affiliates since 1999.
n
Darren Hughes, Portfolio Manager, who has been responsible for
the Fund since 2012 and has been associated with Invesco and/or
it affiliates since 1992.
n
Scott Roberts, Portfolio Manager, who has been responsible for
the Fund since 2012 and has been associated with Invesco and/or
its affiliates since 2000.
Ratio of
Ratio of
Net gains
expenses
expenses
(losses) on
to average
to average net
Ratio of net
Net asset
securities
Dividends
net assets
assets without
investment
value,
Net
(both
Total from
from net
Net asset
Net assets,
with fee waivers
fee waivers
income
beginning
investment
realized and
investment
investment
value, end
Total
end of period
and/or
expenses
and/or
expenses
to average
Portfolio
of period
income
(a)
unrealized)
operations
income
of period
return
(000s omitted)
absorbed
absorbed
net assets
turnover
(b)
Class A
Year ended
02/29/12
$
6.78
$
0.30
$
0.25
$
0.55
$
(0.30
)
$
7.03
8.32
%
(c)
$
810,883
0.92
%
(d)
0.92
%
(d)
4.42
%
(d)
69
%
Period ended
02/28/11
6.87
0.16
(0.09
)
0.07
(0.16
)
6.78
1.03
(c)
549,964
0.90
(m)
0.90
(m)
4.62
(m)
49
Year ended
08/31/10
6.37
0.33
0.52
0.85
(0.35
)
6.87
13.65
(c)
604,148
0.88
0.88
4.98
74
Year ended
08/31/09
6.15
0.31
0.25
0.56
(0.34
)
6.37
9.94
(e)
623,660
0.95
0.95
5.38
78
Year ended
08/31/08
6.47
0.31
(0.31
)
(0.32
)
6.15
(0.16
)
(e)
608,885
0.89
0.89
4.78
73
Year ended
08/31/07
6.53
0.29
(0.04
)
0.25
(0.31
)
6.47
3.93
(e)
670,795
0.91
0.91
4.48
119
Class B
Year ended
02/29/12
6.77
0.31
0.25
0.56
(0.30
)
7.03
8.41
(c)(f)
68,052
0.84
(d)(f)
0.84
(d)(f)
4.50
(d)(f)
69
Period ended
02/28/11
6.86
0.15
(0.09
)
0.06
(0.15
)
6.77
0.85
(c)(f)
65,022
1.15
(f)(m)
1.15
(f)(m)
4.37
(f)(m)
49
Year ended
08/31/10
6.35
0.30
0.52
0.82
(0.31
)
6.86
13.22
(c)(f)
74,702
1.22
(f)
1.22
(f)
4.63
(f)
74
Year ended
08/31/09
6.14
0.28
0.25
0.53
(0.32
)
6.35
9.36
(g)(h)
75,378
1.42
(h)
1.42
(h)
4.90
(h)
78
Year ended
08/31/08
6.45
0.26
(0.30
)
(0.04
)
(0.27
)
6.14
(0.76
)
(g)
76,664
1.65
1.65
4.03
73
Year ended
08/31/07
6.52
0.24
(0.05
)
0.19
(0.26
)
6.45
3.00
(g)
87,322
1.67
1.67
3.72
119
Class C
Year ended
02/29/12
6.77
0.25
0.24
0.49
(0.26
)
7.00
7.41
(c)(f)
62,895
1.63
(d)(f)
1.63
(d)(f)
3.71
(d)(f)
69
Period ended
02/28/11
6.86
0.14
(0.09
)
0.05
(0.14
)
6.77
0.80
(c)(f)
41,133
1.34
(f)(m)
1.34
(f)(m)
4.18
(f)(m)
49
Year ended
08/31/10
6.36
0.28
0.52
0.80
(0.30
)
6.86
12.85
(c)(f)
46,904
1.58
(f)
1.58
(f)
4.27
(f)
74
Year ended
08/31/09
6.14
0.26
0.26
0.52
(0.30
)
6.36
9.19
(h)(i)
41,446
1.70
(h)
1.70
(h)
4.61
(h)
78
Year ended
08/31/08
6.46
0.26
(0.31
)
(0.05
)
(0.27
)
6.14
(0.88
)
(h)(i)
35,415
1.60
(h)
1.60
(h)
4.06
(h)
73
Year ended
08/31/07
6.52
0.25
(0.04
)
0.21
(0.27
)
6.46
3.20
(h)(i)
31,014
1.63
(h)
1.63
(h)
3.76
(h)
119
Class R
Period ended
02/29/12
(k)
6.88
0.21
0.15
0.36
(0.21
)
7.03
5.33
(c)
4,475
1.19
(d)(m)
1.19
(d)(m)
4.15
(d)(m)
69
Class Y
(l)
Year ended
02/29/12
6.79
0.32
0.25
0.57
(0.32
)
7.04
8.58
(c)
6,566
0.67
(d)
0.67
(d)
4.67
(d)
69
Period ended
02/28/11
6.88
0.16
(0.08
)
0.08
(0.17
)
6.79
1.15
(c)
4,152
0.65
(m)
0.65
(m)
4.87
(m)
49
Year ended
08/31/10
6.37
0.36
0.51
0.87
(0.36
)
6.88
14.09
(c)
2,004
0.63
0.63
5.41
74
Year ended
08/31/09
6.16
0.32
0.25
0.57
(0.36
)
6.37
10.06
(j)
64,750
0.70
0.70
5.61
78
Year ended
08/31/08
6.48
0.32
(0.31
)
0.01
(0.33
)
6.16
0.10
(j)
89,046
0.65
0.65
4.95
73
Year ended
08/31/07
6.54
0.31
(0.04
)
0.27
(0.33
)
6.48
4.19
(j)
43,312
0.66
0.66
4.73
119
Class R5
Year ended
02/29/12
6.78
0.32
0.26
0.58
(0.33
)
7.03
8.73
(c)
14,209
0.47
(d)
0.47
(d)
4.87
(d)
69
Period ended
02/28/11
6.87
0.17
(0.09
)
0.08
(0.17
)
6.78
1.21
(c)
11
0.47
(m)
0.47
(m)
5.05
(m)
49
Period ended
08/31/10
(k)
6.54
0.07
0.35
0.42
(0.09
)
6.87
6.47
(c)
63,495
0.52
(m)
0.52
(m)
4.30
(m)
74
Calculated using average shares outstanding.
Portfolio turnover is calculated at the fund level and is not
annualized for periods less than one year, if applicable.
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.
Ratios are based on average daily net assets (000s) of
$726,459, $69,083, $54,103, $3,326, $5,606 and $9,911 for
Class A, Class B, Class C, Class R,
Class Y and Class R5 shares, respectively.
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.
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 0.17% for Class B shares and 0.96% for Class C
shares for the year ended February 29, 2012, 0.50% for
Class B shares and 0.69% for Class C shares for the
period ended February 28, 2011 and 0.59% for Class B
shares and 0.95% for Class C shares for the year ended
August 31, 2010.
Assumes reinvestment of all distribution for the period and does
not include payment of the maximum CDSC of 4% charged on certain
redemptions made within the first and the second years of
purchase and declining to 0% after the fifth year. If the sales
charge was included, the 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
deductions of taxes that a shareholder would pay on Fund
distributions or the redemption of Fund shares.
The Total return, ratio of expenses to average net assets and
ratio of net investment income (loss) to average net assets
reflect actual
12b-1
fees
of less than 1%.
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.
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.
Commencement date of June 3, 2011 and June 1, 2010 for
Class R and Class R5 shares, respectively.
On June 2, 2010, the Class I shares of the predecessor
fund were reorganized into Class Y shares of the Fund.
Annualized.
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
There is no sales charge on reinvested dividends.
Class R5
Year 1
Year 2
Year 3
Year 4
Year 5
Year 6
Year 7
Year 8
Year 9
Year 10
0
.47%
0
.47%
0
.47%
0
.47%
0
.47%
0
.47%
0
.47%
0
.47%
0
.47%
0
.47%
5
.00%
10
.25%
15
.76%
21
.55%
27
.63%
34
.01%
40
.71%
47
.75%
55
.13%
62
.89%
4
.53%
9
.27%
14
.21%
19
.39%
24
.80%
30
.45%
36
.36%
42
.54%
48
.99%
55
.74%
$
10,453
.00
$
10,926
.52
$
11,421
.49
$
11,938
.89
$
12,479
.72
$
13,045
.05
$
13,635
.99
$
14,253
.70
$
14,899
.39
$
15,574
.33
$
48
.06
$
50
.24
$
52
.52
$
54
.90
$
57
.38
$
59
.98
$
62
.70
$
65
.54
$
68
.51
$
71
.61
Class R6
Year 1
Year 2
Year 3
Year 4
Year 5
Year 6
Year 7
Year 8
Year 9
Year 10
0
.47%
0
.47%
0
.47%
0
.47%
0
.47%
0
.47%
0
.47%
0
.47%
0
.47%
0
.47%
5
.00%
10
.25%
15
.76%
21
.55%
27
.63%
34
.01%
40
.71%
47
.75%
55
.13%
62
.89%
4
.53%
9
.27%
14
.21%
19
.39%
24
.80%
30
.45%
36
.36%
42
.54%
48
.99%
55
.74%
$
10,453
.00
$
10,926
.52
$
11,421
.49
$
11,938
.89
$
12,479
.72
$
13,045
.05
$
13,635
.99
$
14,253
.70
$
14,899
.39
$
15,574
.33
$
48
.06
$
50
.24
$
52
.52
$
54
.90
$
57
.38
$
59
.98
$
62
.70
$
65
.54
$
68
.51
$
71
.61
Your actual expenses may be higher or lower than those shown.
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.
Exchange From
Exchange To
Class R5
Class R6
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.
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.
n
Trade activity monitoring.
n
Trading guidelines.
n
Purchase blocking.
n
The use of fair value pricing consistent with procedures
approved by the Board.
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. An exchange occurs when the
purchase of shares of a Fund is made using the proceeds from a
redemption of shares of another Fund and is effectuated on the
same day as the redemption. 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
The conversion of shares of one class of the Fund into shares of
another class of the same Fund is not taxable for federal income
tax purposes and no gain or loss will be reported on the
transaction. This is true whether the conversion occurs
automatically pursuant to the terms of the class or is initiated
by the shareholder.
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.
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.
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.
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.
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.
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.
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.
By Mail:
Invesco Investment Services, Inc.
P.O. Box 219078
Kansas City, MO
64121-9078
By Telephone:
(800) 659-1005
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
Statement of Additional Information
September 24, 2012
AIM Investment Securities Funds (Invesco Investment Securities Funds)
Invesco
Cash
FUND
Class:
A
A2
AX*
B
BX*
C
CX*
R
Y
Reserve
R5*
R6
Investor
IDYAX
N/A
N/A
IDYBX
N/A
IFDCX
N/A
IDYRX
IDYYX
N/A
IDICX
IDYFX
FIDYX
AGREX
N/A
N/A
BGREX
N/A
CGREX
N/A
RGREX
ARGYX
N/A
IGREX
FGREX
N/A
AMHYX
N/A
N/A
AHYBX
N/A
AHYCX
N/A
N/A
AHHYX
N/A
AHIYX
HYIFX
HYINX
LMTAX
SHTIX
N/A
N/A
N/A
N/A
N/A
N/A
LMTYX
N/A
ALMIX
N/A
N/A
N/A
N/A
ACZXX
N/A
ACYXX
N/A
ACXXX
N/A
N/A
AIMXX
N/A
N/A
INAXX
AMBDX
N/A
N/A
AMBBX
N/A
AMBCX
N/A
N/A
AMBYX
N/A
N/A
N/A
AMBIX
IARAX
N/A
N/A
AARBX
N/A
IARCX
N/A
IARRX
IARYX
N/A
IARIX
IARFX
REINX
STBAX
N/A
N/A
N/A
N/A
STBCX
N/A
STBRX
STBYX
N/A
ISTBX
ISTFX
N/A
AGOVX
N/A
N/A
AGVBX
N/A
AGVCX
N/A
AGVRX
AGVYX
N/A
AGOIX
N/A
AGIVX
*
Class A5, B5, C5 and Institutional Class shares have been renamed Class AX, BX, CX and R5
shares, respectively.
Statement of Additional Information
September 24, 2012
AIM Investment Securities Funds (Invesco Investment Securities Funds)
P. O. Box 219078
Kansas City, MO 64121-9078
or by calling (800) 959-4246 (Retail Classes) or (800) 659-1005 (R5 and R6 Classes)
or on the Internet:
www.invesco.com/us
Fund
Retail Classes
Class R5
Class R6
June 28, 2012
September 24, 2012
September 24, 2012
June 28, 2012
September 24, 2012
September 24, 2012
June 28, 2012
September 24, 2012
September 24, 2012
June 28, 2012
September 24, 2012
N/A
June 28, 2012
September 24, 2012
N/A
June 28, 2012
N/A
N/A
June 28, 2012
September 24, 2012
September 24, 2012
June 28, 2012
September 24, 2012
September 24, 2012
June 28, 2012
September 24, 2012
N/A
Page
1
1
1
3
3
3
3
5
9
10
23
26
32
41
44
44
48
48
54
58
58
58
59
59
60
60
60
61
61
61
65
65
65
66
66
67
67
68
69
Page
71
71
72
72
72
72
73
73
73
90
90
91
94
94
A-1
B-1
C-1
D-1
E-1
F-1
G-1
H-1
I-1
J-1
K-1
L-1
M-1
N-1
O-1
i.
Restriction, to varying degrees, on foreign investment in stocks;
ii.
Repatriation of investment income, capital, and the proceeds of sales in
foreign countries may require foreign governmental registration and/or approval;
iii.
Greater risk of fluctuation in value of foreign investments due to changes in
currency exchange rates, currency control regulations or currency devaluation;
iv.
Inflation and rapid fluctuations in inflation rates may have negative effects
on the economies and securities markets of certain developing and emerging market
countries;
v.
Many of the developing and emerging market 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
vi.
There is a risk in developing and emerging market 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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
(i)
general economic and financial conditions;
(ii)
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,
(iii)
other considerations deemed appropriate.
Turnover Rates
2012
2011
141
%
155
%
54
%
80
%
65
%
91
%
138
%
144
%
18
%
16
%
64
%
90
%
40
%
48
%
157
%
70
%
*
Portfolio turnover during the last fiscal year increased due to the change
in accounting treatment of TBA mortgages.
Approximate Date of
Information Remains
Information
Website Posting
Posted on Website
15 days after month-end
29 days after calendar
quarter-end
30 days after calendar
quarter-end
For one year
60-70 days after fiscal
quarter-end
For one year
Approximate Date of Website
Information Remains
Information
Posting
Available on Website
Next business day
60-70 days after fiscal quarter-end
For one year
1
To locate the Funds portfolio holdings information on
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 then click on the Portfolio tab under the Funds name. A link to the Funds portfolio holdings is located in the upper left side of this website page under View All Holdings.
2
To locate Invesco Money Market Funds portfolio go to
http://www.invesco.com/us
, click on the Products tab, then click on the Money Market Funds link, then click on the Fund you wish to view.
A link to the Funds holdings is located under the heading
Materials & Resources - Complete Monthly Holdings on the right side of this Web page.
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.
Fund
Adviser/Sub-Adviser
Invesco Aim a division of Invesco Advisers, Inc.
Invesco Institutional a division of Invesco Advisers, Inc.
Invesco Institutional a division of Invesco Advisers, Inc.
Invesco Institutional a division of Invesco Advisers, Inc.
Invesco Institutional a division of Invesco Advisers, Inc.
Invesco Institutional a division of Invesco Advisers, Inc.
Invesco Institutional a division of Invesco Advisers, Inc.
Invesco Institutional a division of Invesco Advisers, Inc.
Invesco Institutional a division of Invesco Advisers, Inc.
Fund Name
Net Assets
Annual Rate
First $350M
0.60
%
Next $350M
0.55
%
Next $1.3B
0.50
%
Next $2B
0.45
%
Next $2B
0.40
%
Next $2B
0.375
%
Over $8B
0.35
%
First $250M
0.75
%
Next $250M
0.74
%
Next $500M
0.73
%
Next $1.5B
0.72
%
Next $2.5B
0.71
%
Next $2.5B
0.70
%
Next $2.5B
0.69
%
Over $10B
0.68
%
First $200M
0.625
%
Next $300M
0.55
%
Next $500M
0.50
%
Over $1B
0.45
%
First $200M
0.50
%
Next $300M
0.40
%
Next $500M
0.35
%
Over $1B
0.30
%
First $500M
0.20
%
Over $500M
0.175
%
First $1B
0.40
%
Over $1B
0.35
%
First $250M
0.75
%
Next $250M
0.74
%
Next $500M
0.73
%
Next $1.5B
0.72
%
Next $2.5B
0.71
%
Next $2.5B
0.70
%
Next $2.5B
0.69
%
Over $10B
0.68
%
First $500M
0.350
%
Next $500M
0.325
%
Next $1.5B
0.300
%
Next $2.5B
0.290
%
Over $5B
0.280
%
First $200M
0.50
%
Next $300M
0.40
%
Next $500M
0.35
%
Next $19.5 B
0.30
%
Over $20.5 B
0.24
%
*
Effective June 6, 2011, the Board of Trustees approved a reduced contractual advisory fee schedule
for the Fund.
Fund
Expense Limitation
2.00
%
2.75
%
2.75
%
2.25
%
1.75
%
2.00
%
1.75
%
1.75
%
2.00
%
2.75
%
2.75
%
2.25
%
1.75
%
1.75
%
1.75
%
0.89
%
1.64
%
1.64
%
0.64
%
0.89
%
0.64
%
0.64
%
Fund
Expense Limitation
.70
%
1.45
%
1.45
%
0.45
%
0.70
%
1.55
%
2.30
%
2.30
%
1.80
%
1.30
%
1.55
%
1.30
%
1.30
%
0.56
%
0.91% (after 12b-1 waiver)
0.91
%
0.41
%
0.41
%
0.41
%
1.03
%
1.78
%
1.78
%
1.28
%
0.78
%
1.03
%
0.78
%
The dollar range of the managers investments in each Fund.
A description of the managers compensation structure.
proprietary research created by the Broker executing the trade, and
other products created by third parties that are supplied to Invesco or the
Sub-Advisers through the Broker executing the trade.
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
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.
73
| Distribution Requirement ¾ 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). | ||
| Income Requirement ¾ 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). | ||
| Asset Diversification Test ¾ 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. |
74
75
76
77
78
79
80
| First-In First-Out ¾ shares acquired first in the account are the first shares depleted. | ||
| Last-In First-Out ¾ shares acquired last in the account are the first shares depleted. | ||
| High Cost ¾ shares acquired with the highest cost per share are the first shares depleted. | ||
| Low Cost ¾ shares acquired with the lowest cost per share are the first shares depleted. | ||
| Loss/Gain Utilization ¾ 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. | ||
| Specific Lot Identification ¾ 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. |
81
82
83
84
85
86
| provide your correct Social Security or taxpayer identification number, | ||
| certify that this number is correct, | ||
| certify that you are not subject to backup withholding, and | ||
| certify that you are a U.S. person (including a U.S. resident alien). |
87
| exempt-interest dividends paid by the Fund from its net interest income earned on municipal securities; | ||
| 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 | ||
| 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. |
88
89
90
Class | Class | Class | Class | Class | Class | Class | Class | Class | Class | |||||||||||||||||||||||||||||||
Fund | A* | A2 | AX | B | BX | C | CX | P | R | S | ||||||||||||||||||||||||||||||
Invesco Dynamics Fund
|
0.25 | % | N/A | N/A | 1.00 | % | N/A | 1.00 | % | N/A | N/A | 0.50 | % | N/A | ||||||||||||||||||||||||||
Invesco Global Real Estate Fund
|
0.25 | N/A | N/A | 1.00 | N/A | 1.00 | N/A | N/A | 0.50 | N/A | ||||||||||||||||||||||||||||||
Invesco High Yield Fund
|
0.25 | N/A | N/A | 1.00 | N/A | 1.00 | N/A | N/A | N/A | N/A | ||||||||||||||||||||||||||||||
Invesco Limited Maturity
Treasury Fund
|
0.25 | 0.15 | % | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | |||||||||||||||||||||||||||||
Invesco Money Market Fund
|
0.15 | N/A | 0.25 | % | 0.90 | 1.00 | % | 0.90 | 1.00 | % | N/A | 0.40 | N/A | |||||||||||||||||||||||||||
Invesco Municipal Bond Fund
|
0.25 | N/A | N/A | 1.00 | N/A | 1.00 | N/A | N/A | N/A | N/A | ||||||||||||||||||||||||||||||
Invesco Real Estate Fund
|
0.25 | N/A | N/A | 1.00 | N/A | 1.00 | N/A | N/A | 0.50 | N/A | ||||||||||||||||||||||||||||||
Invesco Short Term Bond Fund
|
0.15 | N/A | N/A | N/A | N/A | 0.65 | N/A | N/A | 0.50 | N/A | ||||||||||||||||||||||||||||||
Invesco U.S. Government Fund
|
0.25 | N/A | N/A | 1.00 | N/A | 1.00 | N/A | N/A | 0.50 | N/A |
* | Invesco Cash Reserve Shares of Invesco Money Market Fund |
91
92
93
94
A-1
A-2
A-3
A-4
A-5
A-6
A-7
A-8
A-9
Obligations rated Aaa are judged to be of the highest quality, with minimal credit risk.
Obligations rated Aa are judged to be of high quality and are subject to very low credit risk.
Obligations rated A are considered upper-medium grade and are subject to low credit risk.
Obligations rated Baa are subject to moderate credit risk. They are considered medium-grade and as such may possess
certain speculative characteristics.
Obligations rated Ba are judged to have speculative elements and are subject to substantial credit risk.
Obligations rated B are considered speculative and are subject to high credit risk.
Obligations rated Caa are judged to be of poor standing and are subject to very high credit risk.
Obligations rated Ca are highly speculative and are likely in, or very near, default, with some prospect of recovery of
principal and interest.
Obligations rated C are the lowest rated class of bonds and are typically in default, with little prospect for recovery of
principal or interest.
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;
Nature of and provisions of the obligation;
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.
Amortization schedule the larger final maturity relative to other maturities, the more
likely it will be treated as a note; and
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.
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.
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.
B-1
B-2
B-3
Non-Public Portfolio Holdings on an Ongoing Basis
(as of June 30, 2012)
Service Provider
Disclosure Category
Broker (for certain Invesco Funds)
Financial Printer
Analyst (for certain Invesco Funds)
Special Insurance Counsel
Broker (for certain Invesco Funds)
Broker (for certain Invesco Funds)
Broker (for certain Invesco Funds)
Pricing Vendor (for certain Invesco Funds)
Broker (for certain Invesco Funds)
Broker (for certain Invesco Funds)
Financial Printer
Securities Lender (for certain Invesco Funds)
Broker (for certain Invesco Funds)
System Provider
Financial Printer
Trading System
Broker (for certain Invesco Funds)
Broker (for certain Invesco Funds)
Analyst (for certain Invesco Funds)
Service Provider
Broker (for certain Invesco Funds)
Broker (for certain Invesco Funds)
Legal Counsel
Broker (for certain Invesco Funds)
Broker (for certain Invesco Funds)
Analyst (for certain Invesco Funds)
Broker (for certain Invesco Funds)
Broker (for certain Invesco Funds)
Broker (for certain Invesco Funds)
Broker (for certain Invesco Funds)
Rating & Ranking Agency (for certain Invesco Funds)
Pricing Vendor
Broker (for certain Invesco Funds)
Software Provider (for certain Invesco Funds)
Software Provider (for certain Invesco Funds)
Broker (for certain Invesco Funds)
System Provider (for certain Invesco Funds)
Software Provider
Analyst (for certain Invesco Funds)
Financial Printer
Broker (for certain Invesco Funds)
Broker (for certain Invesco Funds)
Analyst (for certain Invesco Funds)
Rating & Ranking Agency (for certain Invesco Funds)
Service Provider
Disclosure Category
Rating & Ranking Agency (for certain Invesco Funds)
Pricing Vendor
Proxy Voting Service (for certain Invesco Funds)
Transfer Agent
System Provider (for certain Invesco Funds)
Analyst (for certain Invesco Funds)
Broker (for certain Invesco Funds)
Pricing Vendor (for certain Invesco Funds)
Analyst (for certain Invesco Funds)
Lender (for certain Invesco Funds)
Broker (for certain Invesco Funds)
Broker (for certain Invesco Funds)
Sub-advisor (for certain sub-advised accounts)
Special Insurance Counsel
Broker (for certain Invesco Funds)
Legal Counsel
Broker (for certain Invesco Funds)
Rating & Ranking Agency (for certain Invesco Funds)
Pricing Service (for certain Invesco Funds)
Broker (for certain Invesco Funds)
Broker (for certain Invesco Funds)
Pricing Vendor (for certain Invesco Funds)
Financial Printer
Broker (for certain Invesco Funds)
Software Provider
Rating & Ranking Agency (for certain Invesco Funds)
Broker (for certain Invesco Funds)
Legal Counsel
Securities Lender (for certain Invesco Funds)
Analyst (for certain Invesco Funds)
System provider
Analyst (for certain Invesco Funds)
Trading System
Analyst (for certain Invesco Funds)
Broker (for certain Invesco Funds)
all Invesco Funds)
Broker (for certain Invesco Funds)
Broker (for certain Invesco Funds)
Broker (for certain Invesco Funds)
Analyst (for certain Invesco Funds)
Broker (for certain Invesco Funds)
Pricing Service (for certain Invesco Funds)
Broker (for certain Invesco Funds)
Broker (for certain Invesco Funds)
Financial Printer
Broker (for certain Invesco Funds)
Broker (for certain Invesco Funds)
Broker (for certain Invesco Funds)
Broker (for certain Invesco Funds)
Service Provider
Disclosure Category
Financial Printer
Financial Printer
Broker (for certain Invesco Funds)
System Provider
Broker (for certain Invesco Funds)
Broker (for certain Invesco Funds)
Legal Counsel
Software Provider
Broker (for certain Invesco Funds)
Software Provider
Broker (for certain Invesco Funds)
Financial Printer
Broker (for Certain Invesco Funds)
Broker (for certain Invesco Funds)
Broker (for certain Invesco Funds)
Financial Printer
Broker (for certain Invesco Funds)
Broker (for certain Invesco Funds)
Software Provider
C-1
C-2
C-3
C-4
C-5
C-6
C-7
C-8
C-9
C-10
C-11
Other
Trusteeship(s)/
Directorships(s)
Trustee
Number of Funds
Held by
Name, Year of Birth
and/or
in Fund Complex
Trustee/Director
and Position(s) Held
Officer
Principal Occupation(s)
Overseen by
During Past 5
with the Trust
Since
During Past 5 Years
Trustee
Years
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
128
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)
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
128
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.
Other
Trusteeship(s)/
Directorships(s)
Trustee
Number of Funds
Held by
Name, Year of Birth
and/or
in Fund Complex
Trustee/Director
and Position(s) Held
Officer
Principal Occupation(s)
Overseen by
During Past 5
with the Trust
Since
During Past 5 Years
Trustee
Years
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
Other
Trusteeship(s)/
Directorships(s)
Trustee
Number of Funds
Held by
Name, Year of Birth
and/or
in Fund Complex
Trustee/Director
and Position(s) Held
Officer
Principal Occupation(s)
Overseen by
During Past 5
with the Trust
Since
During Past 5 Years
Trustee
Years
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.
Trustee
2010
Of Counsel, and prior
to 2010, partner in
the law firm of
Skadden, Arps, Slate,
Meagher & Flom LLP,
legal counsel to
certain funds in the
Fund Complex
146
Director of the
Mutual Fund
Directors Forum, a
nonprofit
membership
organization for
investment
directors; Chairman
and Director of the
Abraham Lincoln
Presidential
Library Foundation;
and Director of the
Stevenson Center
for Democracy
Trustee and Chair
1992
Chairman, Crockett
Technologies
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)
128
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.
Other
Trusteeship(s)/
Directorships(s)
Trustee
Number of Funds
Held by
Name, Year of Birth
and/or
in Fund Complex
Trustee/Director
and Position(s) Held
Officer
Principal Occupation(s)
Overseen by
During Past 5
with the Trust
Since
During Past 5 Years
Trustee
Years
Trustee
2010
Retired. Chairman and
Chief Executive
Officer of Blistex
Inc., a consumer
health care products
manufacturer
146
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
Trustee
2001
Retired
Formerly: Director,
Badgley Funds, Inc.
(registered investment
company) (2
portfolios) and
Partner, law firm of
Baker & McKenzie
128
Director and
Chairman, C.D.
Stimson Company (a
real estate
investment company)
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
128
Chairman, Board of
Governors, Western
Golf Association,
Chairman-elect,
Evans Scholars
Foundation and
Director, Denver
Film Society
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.
146
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.
Other
Trusteeship(s)/
Directorships(s)
Trustee
Number of Funds
Held by
Name, Year of Birth
and/or
in Fund Complex
Trustee/Director
and Position(s) Held
Officer
Principal Occupation(s)
Overseen by
During Past 5
with the Trust
Since
During Past 5 Years
Trustee
Years
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)
128
Director 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)
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
128
Insperity (formerly
known as
Administaff)
Trustee
1990
Partner, law firm of
Kramer Levin Naftalis
and Frankel LLP
128
Director, Reich &
Tang Funds (6
portfolios)
Trustee
1998
Retired
Formerly: Chief
Executive Officer,
YWCA of the U.S.A.
128
None
Trustee
2003
Retired
Formerly, Chairman,
Chief Executive
Officer and President,
Synergen Corp. (a
biotechnology company)
128
None
Other
Trusteeship(s)/
Directorships(s)
Trustee
Number of Funds
Held by
Name, Year of Birth
and/or
in Fund Complex
Trustee/Director
and Position(s) Held
Officer
Principal Occupation(s)
Overseen by
During Past 5
with the Trust
Since
During Past 5 Years
Trustee
Years
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
146
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
Trustee
2005
Retired
Formerly: Director,
Mainstay VP Series
Funds, Inc.
(25 portfolios) and
Partner, Deloitte &
Touche
128
None
Senior Vice President and Senior Officer
2005
Senior Vice President
and Senior Officer,
The Invesco Funds
N/A
N/A
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
N/A
N/A
Other
Trusteeship(s)/
Directorships(s)
Trustee
Number of Funds
Held by
Name, Year of Birth
and/or
in Fund Complex
Trustee/Director
and Position(s) Held
Officer
Principal Occupation(s)
Overseen by
During Past 5
with the Trust
Since
During Past 5 Years
Trustee
Years
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 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)
Vice President
2004
Global Assurance
Officer, Invesco Ltd.
and Vice President,
The Invesco Funds
N/A
N/A
Formerly: Chief
Compliance Officer,
Invesco Distributors,
Inc. (formerly known
as Invesco Aim
Distributors, Inc.),
Invesco Investment
Services,
Inc.(formerly known as
Invesco Aim Investment
Services, 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
Other
Trusteeship(s)/
Directorships(s)
Trustee
Number of Funds
Held by
Name, Year of Birth
and/or
in Fund Complex
Trustee/Director
and Position(s) Held
Officer
Principal Occupation(s)
Overseen by
During Past 5
with the Trust
Since
During Past 5 Years
Trustee
Years
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.
Vice President
1992
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.,
INVESCO Global Asset
Management Limited,
Invesco Management
Company Limited and
INVESCO Management
S.A.; 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
Other
Trusteeship(s)/
Directorships(s)
Trustee
Number of Funds
Held by
Name, Year of Birth
and/or
in Fund Complex
Trustee/Director
and Position(s) Held
Officer
Principal Occupation(s)
Overseen by
During Past 5
with the Trust
Since
During Past 5 Years
Trustee
Years
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)
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).
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
Other
Trusteeship(s)/
Directorships(s)
Trustee
Number of Funds
Held by
Name, Year of Birth
and/or
in Fund Complex
Trustee/Director
and Position(s) Held
Officer
Principal Occupation(s)
Overseen by
During Past 5
with the Trust
Since
During Past 5 Years
Trustee
Years
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
Aggregate Dollar Range
of Equity Securities in
All Registered
Investment Companies
Overseen by Trustee in
Dollar Range of Equity Securities
The Invesco Family of
Name of Trustee
Per Fund
Funds
Invesco High Yield Fund
Over $100,000
Over $100,000
Invesco Money Market Fund
$1 - $10,000
None
None
Invesco High Yield Fund
$10,001 - $50,000
Over $100,000
5
Invesco Real Estate Fund
$10,001 - $50,000
Invesco U.S. Government Fund
$1 - $10,000
Invesco Short-Term Bond Fund
$1 - $10,000
None
Over $100,000
None
N/A
Invesco Dynamics Fund
$10,001 - $50,000
Over $100,000
Invesco Money Market Fund
$10,001-$50,000
Invesco High Yield Fund
$1 - $10,000
Invesco Dynamics Fund
$10,001 - $50,000
Over
$100,000
5
Invesco Money Market Fund
$10,001 - $50,000
Invesco Real Estate Fund
$1 - $10,000
Invesco High Yield Fund
$1 - $10,000
Over $100,000
5
None
Over $100,000
Invesco Money Market Fund
Over $100,000
Over $100,000
None
Over $100,000
5
Invesco High Yield Fund
Over $100,000
Over $100,000
5
Invesco Real Estate Fund
$50,001 - $100,000
Invesco U.S. Government Fund
Over $100,000
None
Over $100,000
5
N/A
N/A
Invesco Money Market Fund
$1 - $10,000
Over $100,000
5
Invesco Global Real Estate Fund
$10,001 - $50,000
Invesco High Yield Fund
$50,000 - $100,000
Over $100,000
5
Invesco Real Estate Fund
Over $100,000
Invesco Municipal Bond Fund
$10,001 - $50,000
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
D-1
Retirement
Total
Aggregate
Benefits
Estimated
Compensation
Compensation
Accrued
Annual Benefits
From All Invesco
from the
by All
Upon
Funds Paid to the
Trustee
Trust
(1)
Invesco Funds
(2)
Retirement
(3)
Trustees
(4)
$
20,806
$
304,730
$
195,000
$
399,000
21,869
164,973
195,000
412,250
16,516
233,415
248,337
320,050
25,036
236,053
195,000
420,000
22,928
302,877
195,693
385,000
43,785
227,797
195,000
693,500
21,703
290,404
195,000
412,250
24,532
296,156
195,000
415,000
20,972
313,488
195,000
307,250
24,201
233,415
195,000
356,000
22,370
302,911
195,000
330,000
462
229,833
173,250
73,000
25,145
342,675
216,742
375,750
22,147
290,404
195,000
412,200
26,488
230,451
195,000
399,250
(1)
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 $92,017.
(2)
During the fiscal year ended February 29, 2012, the total amount of expenses allocated to the
Trust in respect of such retirement benefits was $262,215.
(3)
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.
(4)
All trustees except 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.
(5)
Bob Bakers retirement from the Board was effective December 31, 2011. Lewis Pennocks
retirement from the Board was effective March 31, 2011.
(6)
During the fiscal year ended February 29, 2012 the Trust paid $19,583 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.
E-1
E-2
E-3
E-4
E-5
E-6
E-7
E-8
E-9
E-10
E-11
E-12
E-13
E-14
E-15
Retail Accounts
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
Investment Advisers Act of 1940
Advisory Compliance
Fund Board
January 1, 2010
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.
Contested director elections are evaluated on a case-by-case basis and are decided within
the context of Invescos investment thesis on a company.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
Institutional Accounts
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
Investment Advisers Act of 1940
Advisory Compliance, Proxy Committee
Invesco Risk Management Committee
January 1, 2010, revised August 2011
January 2010
I.1 - 1
January 2010
I.1 - 2
January 2010
I.1 - 3
(1)
describe any real or perceived conflict of interest,
(2)
determine whether such real or perceived conflict of interest is material,
(3)
discuss any procedure used to address such conflict of interest,
(4)
report any contacts from outside parties (other than routine communications
from proxy solicitors), and
(5)
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.
January 2010
I.1 - 4
January 2010
I.1 - 5
§
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;
§
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
§
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).
January 2010
I.1 - 6
January 2010
I.1 - 7
|
||
|
Print Name | |
|
||
|
||
Date
|
Signature |
E-16
E-17
|
Contents | |
|
||
E-19
|
Introduction | |
|
||
E-19
|
Scope | |
|
||
E-19
|
Responsible voting | |
|
||
E-20
|
Voting procedures | |
|
||
E-20
|
Dialogue with companies | |
|
||
E-21
|
Non-routine resolutions and other topics | |
|
||
E-22
|
Evaluation of companies environmental, social and governance arrangements (ESG) | |
|
||
E-22
|
Disclosure and reporting | |
|
||
E-23
|
UK Stewardship Code | |
|
||
E-25
|
Appendix 1 Voting on non-UK/European and blocked shares |
E-18
1. | Introduction | |
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. | ||
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. | ||
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. | ||
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. | ||
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. | ||
2. | Scope | |
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. | ||
3. | Responsible voting | |
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). | ||
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. |
E-19
In voting for or against a proposal, IP will have in mind three objectives, as follows: |
| To protect the rights of its investors | ||
| To minimise the risk of financial or business impropriety within the companies in which its clients are invested, and | ||
| To protect the long-term value of its clients investments. |
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. | ||
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. | ||
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 the time around a shareholder meeting . | ||
4. | Voting procedures | |
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. | ||
Proxy voting research and services are currently provided by Institutional Shareholder Services (ISS), part of the RiskMetrics Group. | ||
IP will endeavour to review regularly any standing or special instructions on voting and where possible, discuss with company representatives any significant issues. | ||
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. | ||
5. | Dialogue with companies | |
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. |
E-20
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. | ||
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. | ||
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: |
| Nomination and audit committees | ||
| Remuneration committee and directors remuneration | ||
| Board balance and structure | ||
| Financial reporting principles | ||
| Internal control system and annual review of its effectiveness | ||
| Dividend and Capital Management policies | ||
| Socially Responsible Investing policies |
6. | Non-routine resolutions and other topics | |
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). | ||
Apart from the three fundamental voting objectives set out under Responsible Voting above, considerations that IP might apply to non-routine proposals will include: |
| 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 | ||
| Peer group response to the issue in question | ||
| Whether implementation would achieve the objectives sought in the proposal | ||
| Whether the matter is best left to the Boards discretion. |
E-21
7. | Evaluation of companies environmental, social and governance arrangements | |
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. | ||
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. | ||
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. | ||
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. | ||
8. | Disclosure and reporting | |
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. | ||
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. | ||
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. | ||
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: |
| In IPs view, it does not conflict with the best interests of other investors and | ||
| It is understood that IP will not be held accountable for the expression of views within such voting instructions and | ||
| 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. |
Note: | ||
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 |
E-22
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. |
9. | The UK Stewardship Code | |
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. | ||
Principle 1 | ||
Institutional investors should publicly disclose their policy on how they will discharge their stewardship responsibilities . | ||
IP complies with Principle 1 and publishes the Invesco Perpetual Policy on Corporate Governance and Stewardship on its website | ||
http://investor.invescoperpetual.co.uk/portal/site/ipinvestor/aboutus/ukstewardshipcode/ | ||
Principle 2 | ||
Institutional investors should have a robust policy on managing conflicts of interest in relation to stewardship and this policy should be publicly disclosed. | ||
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. | ||
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. | ||
Principle 3 | ||
Institutional investors should monitor their investee companies. | ||
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. | ||
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. | ||
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. |
E-23
Principle 4 | ||
Institutional investors should establish clear guidelines on when and how they will escalate their activities as a method of protecting and enhancing shareholder value. | ||
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. | ||
Principle 5 | ||
Institutional investors should be willing to act collectively with other investors where appropriate. | ||
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: |
| Charles Henderson Head of IP Operations and Dealing | ||
| Dan Baker IP Operations Manager |
Principle 6 | ||
Institutional investors should have a clear policy on voting and disclosure of voting activity. | ||
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. | ||
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. | ||
Principle 7 | ||
Institutional investors should report periodically on their stewardship and voting activities. | ||
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. | ||
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. |
E-24
| Likely impact of voting on management activity, versus the cost to the client | ||
| Portfolio management restrictions (e.g. share blocking) that may result from voting | ||
| Preferences, where expressed, of clients |
E-25
E-26
1. | Proxy Voting Policy |
1.1 | Introduction | ||
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. | |||
This policy sets out Invesco Australias approach to proxy voting in the context of portfolio management, client service responsibilities and corporate governance principles. | |||
This policy applies to; |
| all Australian based and managed funds and mandates, in accordance with IFSA Standard No. 13.00 October 2004, clause 9.1 and footnote #3. |
This policy does not apply; |
| where investment management of an international fund has been delegated to an overseas Invesco company, proxy voting will rest with that delegated manager. |
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. | |||
1.2 | Guiding Principles | ||
1.2.1 | 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. | ||
1.2.2 | 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. | ||
1.2.3 | 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. | ||
1.2.4 | 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. | ||
1.2.5 | 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 |
E-27
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. |
1.3 | Proxy Voting Authority | ||
1.3.1 | Authority Overview | ||
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. | |||
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. | |||
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. | |||
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. | |||
1.3.2 | Individually-Managed Clients | ||
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. | |||
In cases where voting authority is delegated by an individually-managed client, Invesco recognises its responsibility to be accountable for the decisions it makes. | |||
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 . | |||
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. |
1 | 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. |
E-28
1.3.3 | Pooled Fund Clients | ||
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. | |||
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. | |||
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. | |||
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. | |||
1.4 | Key Proxy Voting Issues | ||
1.4.1 | Issues Overview | ||
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. | |||
1.4.2 | Portfolio Management Issues | ||
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. | |||
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. | |||
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. | |||
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, |
E-29
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. |
1.5 | Internal Proxy Voting Procedure | ||
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. | |||
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: |
Chief Executive Officer; | |||
Head of Operations & Finance; | |||
Head of either Legal or Compliance; and | |||
Relevant Investment Manager(s). |
1.6 | Client Reporting |
Upon client election, Invesco will report quarterly or annually to the client on proxy voting activities for investments owned by the client. | |||
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. |
E-30
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. |
| the cost of participating in the vote relative to the potential benefit to the UCITS | ||
| 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. | ||
| Other factors as deemed appropriate by the Investment Manager in relation to the investment objectives and policy of the individual UCITS. |
E-31
E-32
E-33
E-34
E-35
| 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. |
E-36
| Long-term company performance relative to a market index, | ||
| Composition of the board and key board committees, | ||
| Nominees attendance at board meetings, | ||
| Nominees time commitments as a result of serving on other company boards, | ||
| Nominees investments in the company, |
E-37
| Whether the chairman is also serving as CEO, and | ||
| Whether a retired CEO sits on the board. |
| Long-term financial performance of the target company relative to its industry, | ||
| Managements track record, | ||
| Background to the proxy contest, | ||
| Qualifications of director nominees (both slates), | ||
| Evaluation of what each side is offering shareholders as well as the likelihood that the proposed objectives and goals can be met, and | ||
| Stock ownership positions. |
| Designated lead director, appointed from the ranks of the independent board members with clearly delineated duties; | ||
| Majority of independent directors; | ||
| All-independent key committees; | ||
| Committee chairpersons nominated by the independent directors; |
E-38
| CEO performance is reviewed annually by a committee of outside directors; and | ||
| Established governance guidelines. |
E-39
| It is not clear that the auditors will be able to fulfill their function; | ||
| There is reason to believe the auditors have rendered an opinion that is neither accurate nor indicative of the companys financial position; or | ||
| The auditors have a significant professional or personal relationship with the issuer that compromises their independence. |
E-40
E-41
| ability to re-price underwater options without shareholder approval, | ||
| ability to issue options with an exercise price below the stocks current market price, | ||
| ability to issue reload options, or | ||
| automatic share replenishment (evergreen) features. |
E-42
| will result in financial and operating benefits, | ||
| have a fair offer price, | ||
| have favourable prospects for the combined companies, and |
E-43
| will not have a negative impact on corporate governance or shareholder rights. |
| the proposals impact on the companys short-term and long-term share value, | ||
| its effect on the companys reputation, | ||
| the economic effect of the proposal, | ||
| industry and regional norms applicable to the company, | ||
| the companys overall corporate governance provisions, and | ||
| the reasonableness of the request. |
| the company has failed to adequately address these issues with shareholders, | ||
| there is information to suggest that a company follows procedures that are not in compliance with applicable regulations, or | ||
| the company fails to provide a level of disclosure that is comparable to industry peers or generally accepted standards. |
E-44
E-45
E-46
Introduction
|
E-48 | |||
1. Guiding Principles
|
E-49 | |||
2. Proxy Voting Authority
|
E-50 | |||
3. Key Proxy Voting Issues
|
E-52 | |||
4. Internal
Administration and Decision-Making Process
|
E-54 | |||
5. Client Reporting
|
E-56 |
E-47
E-48
1.1 | 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. | ||
1.2 | 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. | ||
1.3 | 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. | ||
1.4 | 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. | ||
1.5 | 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. |
E-49
2.1 | 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. | ||
2.2 | 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. | ||
2.3 | 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. | ||
2.4 | Individually-Managed Clients | ||
2.4.1 | 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. | ||
2.4.2 | 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. | ||
2.4.3 | 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. | ||
2.4.4 | 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. | ||
2.4.5 | 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. | ||
2.4.6 | Accordingly, Invesco will pursue the following policies with respect to the exercise of proxy voting authority for individually-managed clients: |
E-50
2.5 | Pooled Fund Clients | ||
2.5.1 | 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. | ||
2.5.2 | 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. | ||
2.5.3 | 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. | ||
2.5.4 | Accordingly, Invesco will pursue the following policies with respect to the exercise of proxy voting authority for pooled fund clients: |
E-51
3.1 | This section outlines Invescos intended approach in cases where proxy voting authority is being exercised on clients behalf. | ||
3.2 | 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. | ||
3.3 | 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. | ||
3.4 | 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. | ||
3.5 | Portfolio Management Issues Active Equity Portfolios | ||
3.5.1 | 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. | ||
3.5.2 | 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. | ||
3.5.3 | 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: |
| contentious issues (eg. issues of perceived national interest, or where there has been extensive press coverage or public comment); | |
| approval of changes of substantial shareholdings; | |
| mergers or schemes of arrangement; and | |
| approval of major asset sales or purchases. |
E-52
3.6 | Administrative Issues | ||
3.6.1 | 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. | ||
3.6.2 | 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. | ||
3.6.3 | 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. | ||
3.6.4 | 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. | ||
3.6.5 | 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. | ||
3.6.6 | 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. |
E-53
4.1 | The following diagram illustrates the procedures adopted by Invesco for the administration of proxy voting: |
4.2 | 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. | ||
4.3 | 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. | ||
4.4 | 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. | ||
4.5 | 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. | ||
4.6 | 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. |
E-54
4.7 | The following policy commitments are implicit in these administrative and decision-making processes: |
E-55
5.1 | Invesco will keep records of its proxy voting activities. | ||
5.2 | Upon client request, Invesco will regularly report back to the client on proxy voting activities for investments owned by the client. | ||
5.2 | 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): |
E-56
E-57
Date | Content | |
April 20, 2011
|
Revision associated with review of proxy voting guideline |
E-58
1. | Procedural Proposal |
| 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 | ||
- | The relevant company has not answered shareholders questions concerning matters that should be disclosed. |
| 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. |
E-59
(1) | Independence |
| 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. | ||
| 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. | ||
| Listed parent and subsidiary |
| In principle we shall oppose a director candidate in the following case: |
- | An attendance rate of less than 75 percent at meetings of the board of directors. |
| In the following circumstances we will consider opposing a candidate for reelection as a director: |
- | 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. | ||
- | If a takeover defense strategy is introduced, that has not been approved by a resolution of a general meeting of shareholders. |
| We will consider opposing a candidate for reelection as a director in the event that business |
E-60
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. |
| 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. |
| 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. | ||
| 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. |
| In principle we will oppose a candidate for director in the event that information concerning the relevant candidate has not been sufficiently disclosed. |
| 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. |
| 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. | ||
| 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. |
| In principle we will oppose a proposal to restrict a term in office of a director. | ||
| In principle we will oppose a proposal to institute a normal retirement age of directors. | ||
| 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. |
E-61
| 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. |
| In principle we will oppose a candidate for an external statutory auditor if the candidate does not have independence. |
(2) | Suitability |
| In principle we shall oppose a statutory auditor candidate in the following case: |
- | An attendance rate of less than 75 percent at meetings of the board of directors or meetings of the board of auditors |
(3) | Accountability |
| 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. |
(4) | Antisocial Activities on the Part of the Company |
| 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. |
| 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. |
E-62
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. |
| 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. |
| 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. |
| In principle we will oppose a candidate for accounting auditor in the event that an excessive auditing fee is paid. |
| 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. |
| 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. |
| In principle we will vote in favor of a proposal to obtain approval of compensation, except in the following cases: |
- | A negative correlation appears to exist between the business performance of the company and compensation |
- | A compensation framework or practice exists which presents an issue |
| In principle we will oppose a proposal to pay compensation only by granting shares. |
(2) | Stock Option Plan |
| 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. |
| In principle we will oppose a proposal to reduce the exercise price of a stock option plan. |
| 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. |
E-63
| 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. |
| 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. |
- | Retirement bonus amount is disclosed. |
- | The prospective recipients do not include an external director or an external statutory auditor. |
- | None of the prospective recipients have committed a significant criminal conduct. |
- | 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. |
- | 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. |
- | During their terms in office there has been no window dressing or inappropriate accounting practices in the relevant company. |
| 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. |
| 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. |
E-64
| In principle we will oppose a proposal to increase the number of authorized shares after the appearance of an acquirer. |
| A decision regarding a proposal for a company to acquire or reissue its own shares shall be made by considering, inter alia, its reasonability. |
| In principle we will vote in favor of a proposal involving a stock split. |
| A decision regarding a proposal involving a consolidation of shares (reverse split) shall be made by considering, inter alia, its reasonability. |
| 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. |
| 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. |
| 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. |
| 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. |
| 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. |
E-65
| 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. |
| 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. |
| In principle we will approve a proposal requesting a capital reduction in the form of a standard accounting processing. |
| 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. |
| In principle we will vote in favor of a proposal requesting approval of a financing plan. |
| In principle we will vote in favor of a proposal requesting a capitalization of reserves. |
| 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. |
| 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
| 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. |
| In principal we will vote in favor of a proposal submitted by the board in connection with transition to a committees organized company. |
| In principal we will vote in favor of a proposal requesting mitigation or abolishment of the requirements for special resolution. |
| 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. |
| 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. |
| 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. |
| In principle we will vote in favor of a proposal requesting amendment of a tradename. |
| In principle we will vote in favor of a proposal requesting amendment of a location of corporate registration. |
| 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: |
E-67
| 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. |
| 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. |
| Staggered Board |
- | 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. |
| Authority to Dismiss Directors |
In principle we will oppose a proposal requesting more stringent requirements for the shareholders to be able to dismiss a director. |
| Cumulative Voting |
- | In principle we will vote in favor of a proposal to introduce cumulative voting in connection with the election of directors. |
- | In principle we will oppose a proposal requesting the abolition of cumulative voting in connection with the election of directors. |
| Introduction or Amendment of Takeover Defense Strategy | ||
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. |
| Rights Plan (Poison Pill) | ||
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
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%. | ||
- | In principal we will oppose a proposal that the effective period is beyond 3 years. | ||
- | In principal we will oppose a proposal that directors are not selected annually. |
- | 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. |
- | 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. |
- | In principal we will oppose a proposal in the event that other takeover defense strategies exist. |
- | 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. |
- | In principal we will oppose a proposal unless the introduction of takeover defense strategies is considered reasonably beneficial to interests of minority shareholders. |
| 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. |
| 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 the rights of shareholders. |
E-69
11. | 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 standards are satisfied. |
- | The information will be beneficial to shareholders. | ||
- | The time and expense required for the information disclosure will be minimal. |
- | Invesco Limited. |
E-70
| 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. | ||
| In principle we will vote in favor of a procedural proposal such as the following: |
- | Opening of a general meeting of shareholders | ||
- | Closing of a general meeting of shareholders | ||
- | Confirming the proper convening of a general meeting of shareholders | ||
- | Satisfaction of the quorum for a general meeting of shareholders | ||
- | Confirming the agenda items of a general meeting of shareholders | ||
- | Election of a chairman of a general meeting of shareholders |
- | Designation of shareholders who will sign the minutes of a general meeting of shareholders |
- | Preparing and approving a registry of shareholders |
E-71
- | Filing of legally prescribed documents in connection with a general meeting of shareholders |
- | Designation of an inspector or shareholder to inspect the minutes of a general meeting of shareholders | ||
- | Permission to ask questions | ||
- | Approval of the issuing of minutes of a general meeting of shareholders |
- | Approval of matters of resolution and granting to the board of directors the authority to execute matters that have been approved |
| 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 |
- | The relevant company has not answered shareholders questions concerning matters that should be disclosed. |
| 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. |
| In the following circumstances we will in principle oppose or withhold approval of a |
E-72
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: |
- | 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; |
- | If the audit committee, compensation committee, or nominating committee has not been established and the director functions as a committee member; |
- | If the nominating committee has not been established; |
- | If external directors who are independent from the relevant company do not constitute a majority of the board of directors; |
- | 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. |
| In principle we shall oppose or withhold approval of a director candidate in the following circumstances: |
- | 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; |
- | Serving as a director of six or more companies; or |
- | Serving as a CEO of another company and also serving as an external director of at least two other companies. |
| 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. |
| 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: |
- | If an excessive auditing fee is being paid to the accounting auditor; |
- | If the accounting auditor has expressed an opinion of non-compliance concerning the |
E-73
financial statements of the relevant company; or |
- | 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. |
| 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: |
- | If there appears to be a negative correlation between the business performance of the company and the compensation of the CEO; |
- | 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; |
- | 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; |
- | 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 |
- | If a compensation system or practice exists that presents a problem. |
| In the following circumstances we will in principle oppose or withhold approval of all candidates for reelection as directors: |
- | 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. |
- | 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; |
- | 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 |
- | 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
| In the following cases we will consider opposing or withholding approval from a candidate for reelection as a director: |
- | 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. |
- | 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 : | ||
- | A system of staggered terms of office; | ||
- | A system of special resolution that is not by simple majority; | ||
- | Shares of stock with multiple votes; |
- | A takeover defense strategy that has not been approved by a resolution of a general meeting of shares; |
- | 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; |
- | An unreasonable restriction is imposed on the authority of shareholders to convene an extraordinary general meeting of shareholders; or |
- | 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; |
- | 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. |
- | 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. | ||
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. |
- | 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
| 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. |
| 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. |
| 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. |
| 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. |
| 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. |
(8) | Amendment of the Number and Composition of Directors |
| 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. |
- | In principle we will vote in favor of a proposal to diversify the composition of a board of directors. |
- | 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. |
- | 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. |
| 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
with the existing situation and considering, inter alia, the impact on the relevant company and the economic interests of shareholders |
- | 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. |
- | In principle we will oppose a proposal to restrict a term in office of a director. |
- | In principle we will oppose a proposal to institute normal retirement age of directors. |
- | 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. |
| 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. |
| 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. |
| In principle we will vote in favor of a proposal to prohibit the US style voting system. |
| 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. |
| 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. |
| 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. |
| 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. |
| In principle we will oppose in the event that a contract for non-auditing work exists |
E-77
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. |
| In principle we will oppose a candidate for accounting auditor in the event that an excessive auditing fee is paid. |
| 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. |
| 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. |
| In principle we will vote in favor of a proposal to obtain approval of compensation reports, except in the following cases: |
- | A negative correlation appears to exist between the business performance of the company and compensation. |
- | A compensation framework or practice exists which presents an issue. |
| In principle we will oppose a proposal to set an absolute level or maximum compensation. |
| In principle we will oppose a proposal to pay compensation only by granting shares. |
| 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. |
| In principle we will oppose a proposal to reduce the exercise price of a stock option plan. |
| 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. |
| 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. |
| 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. |
| 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. |
| 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. |
| In principle we will oppose a proposal to increase the number of authorized shares after the appearance of an acquirer. |
| 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. |
| 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. |
| In principle we will oppose a proposal to issue new shares after an acquirer has appeared. |
E-79
| A decision regarding a proposal for a company to acquire or reissue its own shares shall be made by considering, inter alia, its reasonability. |
| In principle we will vote in favor of a proposal involving a stock split. |
| A decision regarding a proposal involving a consolidation of shares (reverse split) shall be made by considering, inter alia, its reasonability. |
| In principle we will vote in favor of a proposal reducing the par value of 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. |
- | 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. |
- | 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. |
- | In principle we will vote in favor of a proposal to make the issuing of preferred shares a matter for approval by the shareholders. |
| 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. |
| In principle we will vote in favor of a proposal to convert to a capital structure in which there is one vote per share. |
| 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
| A decision regarding a proposal to issue non-convertible bonds will be made by considering, inter alia, the financial condition of the relevant company. |
| A decision regarding a proposal to increase a borrowing limit shall be made by considering, inter alia, the financial condition of the relevant company. |
| 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. |
| 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. |
| In principle we will approve a proposal requesting a capital reduction in the form of a standard accounting processing. |
| 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. |
| In principle we will vote in favor of a proposal requesting approval of a financing plan. |
| In principle we will vote in favor of a proposal requesting a capitalization of reserves. |
| 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
| 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. |
- | 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. |
- | 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. |
| 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. |
- | In principle we will oppose a proposal to reduce the quorum of a general meeting of shareholders. |
- | In principle we will oppose a proposal to reduce the quorum of a special resolution. |
| 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. |
| 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. |
| In principle we will oppose a proposal requesting to grant to a company the authority to postpone a general meeting of shareholders. |
| In principle we will vote in favor of a proposal requesting a relaxation or abolishment of the requirement for a super majority. |
E-82
| In principle we will vote in favor of a proposal requesting amendment of a tradename. |
| In principle we will vote in favor of a proposal requesting amendment of a location of corporate registration. |
| 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: |
| 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
| Staggered Board | ||
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. |
| Authority to Dismiss Directors | ||
In principle we will oppose a proposal requesting more stringent requirements for the shareholders to be able to dismiss a director. |
| Cumulative Voting |
- | 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. |
- | In principle we will oppose a proposal requesting the abolition of cumulative voting in connection with the election of directors. |
| Authority to Call an Extraordinary General Meeting of Shareholders |
- | In principle we will vote in favor of a proposal requesting a right of shareholders to call an extraordinary general meeting of shareholders. |
- | 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. |
- | In principle we will oppose a proposal to restrict or prohibit the right of shareholders to call an extraordinary general meeting of shareholders. |
| Letter of Consent Seeking Approval or Disapproval from Shareholders |
- | 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. |
- | 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. |
- | 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
| Rights Plan (Poison Pill) | ||
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. |
| Fair Price Conditions | ||
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. |
| 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. |
| 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. |
| 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. |
| 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
- | Invesco Limited. |
E-89
F-1
F-2
F-3
F-4
F-5
F-6
F-7
F-8
F-9
F-10
F-11
F-12
F-13
F-14
F-15
F-16
F-17
F-18
Class A
Class B
Class C
Class R
Class Y
Investor
Class R5
Class R6*
Shares
Shares
Shares
Shares
Shares
Class
Shares
Shares
Percentage
Percentage
Percentage
Percentage
Percentage
Percentage
Percentage
Percentage
Name and Address of
Owned of
Owned of
Owned of
Owned of
Owned of
Owned of
Owned of
Owned of
Principal Holder
Record
Record
Record
Record
Record
Record
Record
Record
20.18
%
11 E. Greenway Plz, Ste. 1919
Houston, TX 77046-1103
27.07
%
11 E. Greenway Plz, Ste. 2600
Houston, TX 77046-1103
9.50
%
33.89
%
Attn: Mutual Funds
101 Montgomery St.,
San Francisco, CA 94104-4151
35.02
%
100 Magellan Way # KW1C
Covington, KY 41015-1987
*
Class R6 Shares commenced operations on September 24,
2012.
Class A
Class B
Class C
Class R
Class Y
Investor
Class R5
Class R6*
Shares
Shares
Shares
Shares
Shares
Class
Shares
Shares
Percentage
Percentage
Percentage
Percentage
Percentage
Percentage
Percentage
Percentage
Name and Address of
Owned of
Owned of
Owned of
Owned of
Owned of
Owned of
Owned of
Owned of
Principal Holder
Record
Record
Record
Record
Record
Record
Record
Record
22.12
%
2801 Market St
Saint Louis, MO 63103-2523
11.75
%
6.49
%
FBO The Sole Benefit of Customers
Attn: Fund Administration
4800 Deer Lake Dr., East
2
nd
Floor
Jacksonville, FL 32246-6484
5.51
%
700 17
th
St. Suite 300
Denver, CO 80202-3531
5.65
%
Jersey City, NJ 07311
8.21
%
7.94
%
5.94
%
Mutual Funds
200 Liberty Street
New York, NY 10281-10033
5.77
%
5.23
%
8.02
%
Jersey City, NJ 07399-0001
8.59
%
Attn: Department Manager
499 Washington Blvd. Fl 9
Jersey City, NJ 07310-2055
23.82
%
1525 West WT Harris Blvd
Charlotte, NC 28262-8522
Class A
Class B
Class C
Class R
Class Y
Class R5
Class R6*
Shares
Shares
Shares
Shares
Shares
Shares
Shares
Percentage
Percentage
Percentage
Percentage
Percentage
Percentage
Percentage
Name and Address of
Owned of
Owned of
Owned of
Owned of
Owned of
Owned of
Owned of
Principal Holder
Record
Record
Record
Record
Record
Record
Record
27.26
%
22.51
%
9.61
%
Minneapolis, MN 55402-2405
8.27
%
23.00
%
Shareholder Accounting
201 Progress Pkwy
Maryland HTS, MO 63043-3009
Employee Benefit Plans
100 Magellan Way # KW1C
Covington, KY 41015-1987
6.88
%
7.89
%
10.94
%
40.28
%
2801 Market St.
Saint Louis, MO 63103-2523
6.99
%
Agents Plan Customers
PO Box 2999
Hartford, CT 06104-2999
10.83
%
400 Atrium Drive
Somerset, NJ 08873-4162
Fund Omnibus Account
C/O Invesco Advisors
11 Greenway Plz Ste 2500
Houston, TX 77046-1188
9.01
%
5.94
%
C/O Invesco Advisors
11 Greenway Plz Ste 2500
Houston, TX 77046-1188
Mutual Fund Operations
PO Box 3198
525 William Penn Place
Pittsburgh, PA 15230-3198
7.11
%
5.42
%
Greenwood Village,
CO 80111-5002
MB Financial
Bank Trust Ops
6111 N. River Rd. Ste 800 FI 8
Rosemont, IL 60018-5111
8.22
%
*
Class R6 Shares commenced operations on September 24,
2012.
Class A
Class B
Class C
Class R
Class Y
Class R5
Class R6*
Shares
Shares
Shares
Shares
Shares
Shares
Shares
Percentage
Percentage
Percentage
Percentage
Percentage
Percentage
Percentage
Name and Address of
Owned of
Owned of
Owned of
Owned of
Owned of
Owned of
Owned of
Principal Holder
Record
Record
Record
Record
Record
Record
Record
5.13
%
8.18
%
8.09
%
Attn: Fund Administration
4800 Deer Lake Dr. East,
2nd Floor
Jacksonville, FL 32246-6484
Service Association
1475 Kendale Blvd
East Lansing, MI 48823-2011
7.15
%
10.49
%
Plaza 2, 3
rd
Floor
Jersey City, NJ 07311
5.91
%
5.19
%
5.18
%
7.30
%
Mutual Funds
200 Liberty St, 1WFC
New York, NY 10281-1003
9.05
%
18.50
%
10.47
%
8.24
%
Jersey City, NJ 07399-0001
7.35
%
15.50
%
Attn Courtney Waller
880 Carillon Pkwy
St. Petersburg, FL 33716-1102
5.73
%
Retirement Plan
105 Rosemont RD
Westwood, MA 02090-2318
Class A
Class B
Class C
Class Y
Investor
Class R5
Class R6*
Shares
Shares
Shares
Shares
Class
Shares
Shares
Percentage
Percentage
Percentage
Percentage
Percentage
Percentage
Percentage
Name and Address of
Owned of
Owned of
Owned of
Owned of
Owned of
Owned of
Owned of
Principal Holder
Record
Record
Record
Record
Record
Record
Record
7.98
%
FBO Primerica Financial Services
760 Moore Rd
King of Prussia, PA 19406-1212
11.75
%
5.97
%
Customers
(SIM)
Attn: Mutual Funds
101 Montgomery St.
San Francisco, CA 94104-4151
12.77
%
10.58
Shareholder Accounting
201 Progress Pkwy
Maryland Hts, MO 63043-3009
20.32
%
100 Magellan Way
Convington, KY 41015-1987
5.58
%
13.22
%
8.63
%
9.15
%
2801 Market St
Saint Louis, MO 63103-2523
8.31
%
C/O Invesco Advisors
11 Greenway Plz Ste 2500
Houston, TX 77046-1188
21.99
%
C/O Invesco Advisors
11 Greenway Plz Ste 2500
Houston, TX 77046-1188
*
Class R6 Shares commenced operations on September 24,
2012.
Class A
Class B
Class C
Class Y
Investor
Class R5
Class R6*
Shares
Shares
Shares
Shares
Class
Shares
Shares
Percentage
Percentage
Percentage
Percentage
Percentage
Percentage
Percentage
Name and Address of
Owned of
Owned of
Owned of
Owned of
Owned of
Owned of
Owned of
Principal Holder
Record
Record
Record
Record
Record
Record
Record
12.34
%
C/O Invesco Advisors
11 Greenway Plz Ste 2500
Houston, TX 77046-1188
10.18
%
San Diego, CA 92121-1968
5.27
%
19.80
%
Attn: Fund Administration
4800 Deer Lake Dr. East, 2nd
Floor
Jacksonville, FL 32246-6484
9.41
%
15.41
%
Plaza 2, 3rd Floor
Jersey City, NJ 07311
7.29
%
5.64
%
8.85
%
9.13
%
15.96
%
9.59
%
Mutual Funds
200 Liberty Street, 1WFC
New York, NY 10281-10033
6.00
%
PO Box 182029
Columbus, OH 43218-2029
12.77
%
8.09
%
10.98
Jersey City, NJ 07399-0001
5.35
%
ATTN Courtney Waller
880 Carillon Pkwy
St. Petersburg, FL 33716-1102
7.69
%
PO Box 2226
Omaha, NE 68103-2226
Class A
Class B
Class C
Class Y
Investor
Class R5
Class R6*
Shares
Shares
Shares
Shares
Class
Shares
Shares
Percentage
Percentage
Percentage
Percentage
Percentage
Percentage
Percentage
Name and Address of
Owned of
Owned of
Owned of
Owned of
Owned of
Owned of
Owned of
Principal Holder
Record
Record
Record
Record
Record
Record
Record
11.49
%
Attn: Department Manager
499 Washington Blvd Fl 9
Jersey City, NJ 07310-2055
Class A
Class A2
Class Y
Class R5
Shares
Shares
Shares
Shares
Percentage
Percentage
Percentage
Percentage
Name and Address of
Owned of
Owned of
Owned of
Owned of
Principal Holder
Record
Record
Record
Record
8.22
%
Minneapolis, MN 55402-2405
8.06
%
67.27
%
100 Magellan Way KW1C
Covington, KY 41015-1987
39.65
%
Exclusive Benefit of Customer
2801 Market St
Saint Louis, MO 63103-2523
6.18
%
Atlanta, GA 30309-2460
9.15
%
San Diego, CA 92121-1968
Class A
Class A2
Class Y
Class R5
Shares
Shares
Shares
Shares
Percentage
Percentage
Percentage
Percentage
Name and Address of
Owned of
Owned of
Owned of
Owned of
Principal Holder
Record
Record
Record
Record
10.59
%
Attn: Fund Administration
4800 Deer Lake Dr. East, 2
nd
Floor
Jacksonville, FL 32246-6484
11.29
%
9.42
%
Mutual Funds
200 Liberty St., 1WFC
New York, NY 10281-1003
5.13
%
13.07
%
Jersey City, NJ 07399-0001
5.73
%
18.17
%
Attn: Mutual Funds
1 Freedom Valley Dr
Oaks, PA 19456-9989
22.23
%
PO Box 2226
Omaha, NE 68103-2226
Investor Cash Reserve
Class B
Class Y
Investor
Class R5
Shares
Shares
Shares
Class
Shares
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
Servicing Inc
13.38
%
9.46
%
760 Moore Rd
King of Prussa, PA 19406-1212
Investor Cash Reserve
Class B
Class Y
Investor
Class R5
Shares
Shares
Shares
Class
Shares
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
6.49
%
5.55
%
5.76
%
Houston, TX 77004-3007
8.04
%
Houston, TX 77005-2028
12.37
%
PO Box 2999
Hartford, CT 06104-2999
5.57
%
6.17
%
Jersey City, NJ 07399-0001
7.29
%
Class AX
Class BX
Class CX
Shares
Shares
Shares
Percentage
Percentage
Percentage
Name and Address of
Owned of
Owned of
Owned of
Principal Holder
Record
Record
Record
19.29
%
21.53
%
760 Moore Rd
Kng of Prussa, PA 19406-1212
Class AX
Class BX
Class CX
Shares
Shares
Shares
Percentage
Percentage
Percentage
Name and Address of
Owned of
Owned of
Owned of
Principal Holder
Record
Record
Record
7.13
%
6.13
%
Shareholder Accounting
201 Progress Pkwy
Maryland Hts, MO 63043-3009
8.20
%
5.99
%
Exclusive Benefit of Customer
2801 Market St
Saint Louis, MO 63103-2523
11.23
%
Plaza 2, 3rd Floor
Jersey City, NJ 07311
6.88
%
Jersey City, NJ 07399-0001
Class A
Class B
Class C
Class Y
Investor
Shares
Shares
Shares
Shares
Class
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
8.75
%
7.97
%
707 2
nd
Ave S
Minneapolis, MN 55402-2405
8.13
%
6.23
%
Shareholder Accounting
201 Progress Pkwy
Maryland Hts, MO 63043-3009
8.93
%
19.04
%
7.60
%
29.70
%
Exclusively Benefit of Customer
2801 Market St
Saint Louis, MO 63103-2523
Class A
Class B
Class C
Class Y
Investor
Shares
Shares
Shares
Shares
Class
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
17.32
%
23.09
%
41.68
%
ATTN: Fund Administration
4800 Deer Lake Dr. East,
2
nd
Floor
Jacksonville, FL 32246-6484
6.16
%
6.28
%
Plaza 3
Jersey City, NJ 07311
10.69
%
7.58
%
5.69
%
Mutual Funds
200 Liberty Street, 1WFC
New York, NY 10281-1003
10.66
%
17.63
%
6.88
%
Jersey City, NJ 07399-0001
6.03
%
Attn: Department Manager
499 Washington Blvd Fl 9
Jersey City, NJ 07310-2055
Class A
Class B
Class C
Class R
Class Y
Investor
Class R5
Class R6*
Shares
Shares
Shares
Shares
Shares
Class
Shares
Shares
Percentage
Percentage
Percentage
Percentage
Percentage
Percentage
Percentage
Percentage
Name and Address of
Owned of
Owned of
Owned of
Owned of
Owned of
Owned of
Owned of
Owned of
Principal Holder
Record
Record
Record
Record
Record
Record
Record
Record
6.98
%
10.19
%
PO Box 9446
Minneapolis, MN 55440-9446
6.89
%
Attn: Mutual Funds
101 Montgomery St
San Francisco,
CA 94104-4151
10.34
%
100 Magellan Way
Covington, KY 41015-1987
8.06
%
10.67
%
2801 Market St
Saint Louis, MO 63103-2523
6.99
%
48.77
%
8.02
%
ATTN UIT Operation
PO Box 2999
Hartford, CT 06104-2999
*
Class R6 Shares commenced operations on September 24,
2012.
Class A
Class B
Class C
Class R
Class Y
Investor
Class R5
Class R6*
Shares
Shares
Shares
Shares
Shares
Class
Shares
Shares
Percentage
Percentage
Percentage
Percentage
Percentage
Percentage
Percentage
Percentage
Name and Address of
Owned of
Owned of
Owned of
Owned of
Owned of
Owned of
Owned of
Owned of
Principal Holder
Record
Record
Record
Record
Record
Record
Record
Record
13.59
%
8.75
%
10.73
%
FBO The Sole Benefit of
Customers
Attn: Fund Administration
4800 Deer Lake Drive East,
2
nd
Floor
Jacksonville, FL 32246-6484
7.11
%
11.68
%
11.38
%
Plaza 2, 3rd Floor
Jersey City, NJ 07311
7.65
%
6.73
%
10.68
%
13.12
%
19.99
%
13.01
%
Mutual Funds
200 Liberty St., 1WFC
New York, NY 10281-5503
5.20
%
PO Box 182029
Columbus OH 43218-2029
12.88
%
7.63
%
31.59
%
7.92
%
Jersey City, NJ 07399-0001
11.04
%
ATTN Courtney Waller
880 Carillon Pkwy
St. Petersburg, FL 33716-1102
6.78
%
Denver, CO 80217-0748
5.23
%
Attn: Department Manager
499 Washington Blvd Fl 9
Jersey City, NJ 07310-2055
5.01
%
1525 West WT Harris Blvd
Charlotte, NC 28262-8522
Class A
Class B
Class C
Class R
Class Y
Investor
Class R5
Class R6*
Shares
Shares
Shares
Shares
Shares
Class
Shares
Shares
Percentage
Percentage
Percentage
Percentage
Percentage
Percentage
Percentage
Percentage
Name and Address of
Owned of
Owned of
Owned of
Owned of
Owned of
Owned of
Owned of
Owned of
Principal Holder
Record
Record
Record
Record
Record
Record
Record
Record
5.48
%
1525 West WT Harris Blvd
Charlotte, NC 28288-1076
Class A
Class C
Class R
Class Y
Class R5
Class R6*
Shares
Shares
Shares
Shares
Shares
Shares
Percentage
Percentage
Percentage
Percentage
Percentage
Percentage
Name and Address of
Owned of
Owned of
Owned of
Owned of
Owned of
Owned of
Principal Holder
Record
Record
Record
Record
Record
Record
8.18
%
707 2
nd
Ave S
Minneapolis, MN 55402-2405
28.16
%
40.31
%
Shareholder Accounting
201 Progress Pkwy
Maryland Hts., MO 63043-3009
6.02
%
12.09
%
32.61
%
2801 Market St
Saint Louis, MO 63103-2523
11.85
%
Trustee: Reliance Trust Company
400 Atrium Drive
Somerset, NJ 08873-4162
17.54
%
Atlanta, GA 30309-2460
*
Class R6 Shares commenced operations on September 24,
2012.
Class A
Class C
Class R
Class Y
Class R5
Class R6*
Shares
Shares
Shares
Shares
Shares
Shares
Percentage
Percentage
Percentage
Percentage
Percentage
Percentage
Name and Address of
Owned of
Owned of
Owned of
Owned of
Owned of
Owned of
Principal Holder
Record
Record
Record
Record
Record
Record
15.23
%
105 Rosemont Rd.
Westwood, MA 02090-2318
6.30
%
Attn: Department Manager
499 Washington Blvd Fl 9
Jersey City, NJ 07310-2055
Class A
Class B
Class C
Class R
Class Y
Investor
Class R5
Shares
Shares
Shares
Shares
Shares
Class
Shares
Percentage
Percentage
Percentage
Percentage
Percentage
Percentage
Percentage
Name and Address of
Owned of
Owned of
Owned of
Owned of
Owned of
Owned of
Owned of
Principal Holder
Record
Record
Record
Record
Record
Record
Record
9.52
%
17.92
%
FBO Primerica Financial Services
760 Moore Rd.
Kng of Prussa, PA 19406-1212
47.28
%
Attn: NPIO Trade Desk
711 High St
Des Moines, IA 50392-0001
10.78
%
652 4th Ave Fl 2
Brooklyn, NY 11232-1003
Class A
Class B
Class C
Class R
Class Y
Investor
Class R5
Shares
Shares
Shares
Shares
Shares
Class
Shares
Percentage
Percentage
Percentage
Percentage
Percentage
Percentage
Percentage
Name and Address of
Owned of
Owned of
Owned of
Owned of
Owned of
Owned of
Owned of
Principal Holder
Record
Record
Record
Record
Record
Record
Record
5.20
%
5.23
%
29.00
%
Special Custody Acct for the
Exclusive Benefit of Customer
2801 Market St
Saint, Louis, MO 63103-2523
5.28
%
13.01
%
8.51
%
13.49
%
Attn: Fund Administration
4800 Deer Lake Dr. East,
2nd Floor
Jacksonville, FL 32246-6484
14.93
%
700 17th Street Suite 300
Denver, CO 80202-3531
5.88
%
35.61
%
Plaza 3
Jersey City, NJ 07311
31.49
%
Russ Lennon
200 Liberty St.
New York, NY 10281-1003
10.23
%
54.20
%
Mutual Funds
200 Liberty St., 1WFC
New York, NY 10281-1003
9.09
%
7.08
%
5.40
%
Jersey City, NJ 07399-0001
Class A
Class B
Class C
Class R
Class Y
Investor
Class R5
Shares
Shares
Shares
Shares
Shares
Class
Shares
Percentage
Percentage
Percentage
Percentage
Percentage
Percentage
Percentage
Name and Address of
Owned of
Owned of
Owned of
Owned of
Owned of
Owned of
Owned of
Principal Holder
Record
Record
Record
Record
Record
Record
Record
G-1
February 29, 2012
February 28, 2011
February 28, 2010
July 31, 2009
Mgmt.
Mgmt.
Mgmt.
Fee
Fee
Net Mgmt.
Fee
Mgmt.
Net Mgmt.
Mgmt.
Mgmt.
Net Mgmt.
Mgmt.
Mgmt.
Net Mgmt.
Fund
Payable
Waivers
Fee Paid
Payable
Fee Waivers
Fee Paid
Fee Payable
Fee Waivers
Fee Paid
Fee Payable
Fee Waivers
Fee Paid
$
5,246,099
$
(41,793
)
$
5,204,306
$
5,561,428
$
(48,948
)
$
5,512,480
$
3,220,776
$
(7,072
)
$
3,213,704
$
5,321,562
$
(44,815
)
$
5,276,747
6,550,631
(17,714
)
6,532,917
5,311,279
(16,186
)
5,295,093
2,349,441
(11,638
)
2,337,803
2,583,477
(6,246
)
2,577,231
6,202,239
(1,209,230
)
4,993,009
4,794,542
(407,991
)
4,386,551
2,625,987
(234,279
)
2,391,708
3,375,446
(420,994
)
2,954,452
280,866
(59,319
)
221,547
375,393
(621
)
374,772
256,323
256,323
481,945
481,945
5,621,720
(7,198,212
)
(1,576,492
)
5,508,151
(5,621,917
)
(113,766
)
2,638,148
(2,638,148
)
5,268,062
(293,968
)
4,974,094
2,155,161
(938,317
)
1,216,844
2,364,440
(1,433,050
)
931,390
1,450,425
(898,423
)
552,002
2,323,402
(655,325
)
1,668,077
15,357,999
(43,953
)
15,314,046
11,796,029
(59,193
)
11,736,836
4,855,677
(35,880
)
4,819,797
5,673,171
(33,492
)
5,639,679
1,764,876
(772,569
)
992,307
1,193,424
(474,956
)
718,468
425,327
(223,664
)
201,663
674,101
(282,833
)
391,268
3,892,710
(7,659
)
3,885,051
2,474,233
(10,128
)
2,464,105
1,478,819
(7,499
)
1,471,320
2,882,534
(22,658
)
2,859,876
H-1
H-2
H-3
H-4
H-5
H-6
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 Dynamics Fund
$50,001-$100,000
N/A
$100,001-$500,000
Invesco Global Real Estate Fund
$100,001-$500,000
N/A
$100,001-$500,000
None
N/A
Over $1,000,000
$10,001-$50,000
N/A
$100,001-$500,000
$100,001-$500,000
N/A
Over $1,000,000
None
N/A
$100,001-$500,000
None
N/A
$100,001-$500,000
Invesco High Yield Fund
$50,001-$100,000
N/A
$500,001-$1,000,000
$100,001-$500,000
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.
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 Limited Maturity Treasury Fund
None
N/A
$100,001-$500,000
None
N/A
$100,001-$500,000
Invesco Municipal Bond Fund
None
N/A
$100,001-$500,000
None
N/A
$100,001-$500,000
None
N/A
$100,001-$500,000
Invesco Real Estate Fund
None
None
$100,001-$500,000
None
$10,001-$50,000
$100,001-$500,000
$10,001-$50,000
None
Over $1,000,000
None
$1-$10,000
$100,001-$500,000
None
$10,001-$50,000
$100,001-$500,000
Invesco Short Term Bond
$10,001-$50,000
N/A
$100,001-$500,000
$10,001-$50,000
N/A
$50,001-$100,000
Invesco U.S. Government Fund
$1-$10,000
N/A
$100,001-$500,000
$10,001-$50,000
N/A
$100,001-$500,000
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 Dynamics Fund
5
$
3,011.6
None
None
None
None
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 Global Real Estate Fund
9
$
4,541.4
8
$
1,261.5
58
4
$
19,139.6
4
3
$
1,107.8
8
$
1,261.5
58
4
$
19,139.6
4
9
$
4,541.4
8
$
1,261.5
58
4
$
19,139.6
4
9
$
4,541.4
8
$
1,261.5
58
4
$
19,139.6
4
5
$
3,753.5
8
$
1,261.5
58
4
$
19,139.6
4
8
$
4,177.5
8
$
1,261.5
58
4
$
19,139.6
4
Invesco High Yield Fund
7
$
599.3
None
None
None
None
6
$
576.2
None
None
None
None
Invesco Limited Maturity Treasury Fund
1
$
7,639.4
2
$
283.1
9
3
$
222.7
3
3
$
2,398.4
2
$
363.9
8
$
140.7
Invesco Municipal Bond Fund
30
$
14,099.5
None
None
None
None
30
$
14,099.5
None
None
None
None
30
$
14,099.5
None
None
None
None
3
This amount includes 1 Fund that pays
performance based fees with $91.2M in total assets under management.
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 Real Estate Fund
9
$
3,176.1
8
$
1,261.5
58
4
$
19,139.6
4
9
$
3,176.1
8
$
1,261.5
58
4
$
19,139.6
4
9
$
3,176.1
8
$
1,261.5
58
4
$
19,139.6
4
5
$
2,388.2
8
$
1,261.5
58
4
$
19,139.6
4
8
$
2,812.2
8
$
1,261.5
58
4
$
19,139.6
4
Invesco Short Term Bond Fund
8
$
25,144.2
7
$
2,791.4
2
$
263.6
4
$
1,702.3
1
$
158.4
None
None
Invesco U.S. Government Fund
2
$
1,813.7
None
None
None
None
3
$
1,376.6
2
$
363.9
8
$
140.7
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.
4
This amount includes 1 Fund that pays
performance based fees with $104.8M in total assets under management.
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.
Sub-Adviser
Performance time period
5
Invesco Australia
6
Invesco Deutschland
One-, Three- and Five-year
performance against Fund peer
group.
Invesco Senior Secured
6, 8
Not applicable
One-year performance against Fund
peer group.
Three- and Five-year performance
against entire universe of
Canadian funds.
Invesco Asset Management
One-, Three- and Five-year
performance against Fund peer
group.
One-, Three- and Five-year
performance against the
appropriate Micropol benchmark.
5
Rolling time periods based on calendar
year-end.
6
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.
7
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.
8
Invesco Senior Secureds bonus is based
on annual measures of equity return and standard tests of collateralization
performance.
9
Portfolio Managers for Invesco Pacific
Growth Funds compensation is based on the one-, three- and five-year
performance against the appropriate Micropol benchmark.
I-1
Fund Name
February 29, 2012
February 28, 2011
February 28, 2010
July 31, 2009
$
277,171
$
291,676
$
168,978
$
278,834
254,027
214,979
101,692
127,712
321,003
252,149
139,149
185,884
50,000
50,000
46,902
83,615
416,570
401,052
183,321
361,521
152,422
165,806
101,371
161,301
484,138
419,824
186,714
234,573
156,053
118,425
29,041
50,000
290,674
193,021
114,853
218,044
J-1
Fund
February 29, 2012
February 29, 2011
February 28, 2010
July 31, 2009
$
2,378,678
$
2,658,031.35
$
1,405,565
$
3,486,216
971,760
1,693,227.01
805,437
782,271
-0-
5,507.14
8,219
1,735
1,957.00
3,199.20
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
2,578,866
3,426,072.35
1,086,856
1,545,299
13,113
16,778.60
-0-
-0-
67,471
55,067.95
-0-
-0-
1
Disclosure regarding brokerage commissions are limited to commissions paid on
agency trades and designated as such on the trade confirm.
2
The Fund incurs brokerage commissions occasionally as a result of trading
equity securities received through exchange offerings. The total amount of the commissions is
an immaterial amount in context of the Fund.
3
Brokerage commissions during the last fiscal year decreased due to changes in
portfolio positioning.
4
Brokerage commissions during the last fiscal year decreased due to trading
efficiencies.
K-1
Related
1
Fund
Transactions
Brokerage Commissions
$
2,302,369,283.10
$
2,145,917.10
459,972,458.63
751,245.02
-0-
-0-
1,495,426,173.69
1,816,645.87
1
Amount is inclusive of commissions paid to, and brokerage transactions placed
with certain brokers that provide execution, research and other services.
Fund
Security
Market Value
(as of
February 29, 2012)
Merrill Lynch
$
1,866,655
Goldman Sachs Group, Inc. (The)
$
9,354,424
Morgan Stanley
$
6,519,590
L-1
L-2
L-3
L-4
L-5
L-6
L-7
L-8
L-9
L-10
L-11
L-12
L-13
L-14
L-15
L-16
L-17
L-18
L-19
L-20
L-21
L-22
L-23
Invesco American Value Fund
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 Comstock 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 Equity and Income Fund
Invesco European Growth Fund
Invesco European Small Company Fund
Invesco Global Core Equity Fund
Invesco Global Growth Fund
Invesco Global Health Care Fund
Invesco Global Opportunities Fund
Invesco Global Quantitative Core Fund
Invesco Global Real Estate Fund
Invesco Global Small & Mid Cap Growth Fund
Invesco Gold & Precious Metals Fund
Invesco Growth Allocation Fund
Invesco Growth and Income Fund
Invesco Income Allocation Fund
Invesco International Allocation Fund
Invesco International Core Equity Fund
Invesco International Growth Fund
Invesco International Small Company Fund
Invesco Leaders Fund
Invesco Leisure Fund
Invesco Mid Cap Core Equity Fund
Invesco Mid Cap Growth Fund
Invesco Moderate Allocation Fund
Invesco Pacific Growth Fund
Invesco Premium Income Fund
Invesco Real Estate Fund
Invesco S&P 500 Index Fund
Invesco Select Companies Fund
Invesco Select Opportunities Fund
Invesco Small Cap Discovery Fund
Invesco Small Cap Equity Fund
Invesco Small Cap Growth Fund
Invesco Small Cap Value Fund
Invesco Summit Fund
Invesco Technology Fund
Invesco Technology Sector Fund
Invesco U.S. Quantitative Core Fund
Invesco Utilities Fund
Invesco 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
5.50
%
5.82
%
5.00
%
4.50
4.71
4.00
3.50
3.63
3.00
2.75
2.83
2.25
2.00
2.04
1.75
Invesco Core Plus Bond Fund
Invesco Corporate Bond Fund
Invesco Emerging Market Local Currency Debt Fund
Invesco High Yield Fund
Invesco High Yield Municipal Fund
Invesco High Yield Securities Fund
Invesco Municipal Bond Fund
Invesco Municipal Income Fund
Invesco New York Tax Free Income Fund
Invesco Pennsylvania Tax Free Income Fund
Invesco U.S. Government Fund
Invesco 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
4.25
4.44
4.00
3.50
3.63
3.25
2.50
2.56
2.25
2.00
2.04
1.75
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
1.00
%
1.01
%
0.75
%
0.75
0.76
0.50
0.50
0.50
0.40
Invesco Intermediate Term Municipal Income 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
2.50
%
2.56
%
2.00
%
1.75
1.78
1.50
1.25
1.27
1.00
plus 0.50% of the next $46 million
plus 0.25% of amounts in excess of $50 million
plus 0.50% of the next $46 million
plus 0.25% of amounts in excess of $50 million
plus 0.25% of amounts in excess of $20 million
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;
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.
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).
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.
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).
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.
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.
Reinvestment of dividends and capital gains distributions acquired during the
13-month LOI period will not be applied to the LOI.
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.
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.
The Transfer Agent will process necessary adjustments upon the expiration or
completion date of the LOI.
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.
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 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.
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.
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.
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.
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 such persons;
Any current or retired officer, director, or employee (and members of his or her
Immediate Family) of DST Systems, Inc. or Fiserv Output Solutions, a division of Fiserv
Solutions, Inc. with accounts established as of July 31, 2012;
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;
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;
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;
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;
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;
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;
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;
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;
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; and
Unitholders of Invesco 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.
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 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
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.
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
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.
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.
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.
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.
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
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
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
plus 0.50% of amounts in excess of $5 million
Redemptions of shares of Category I, II or IV Funds held more than 18 months;
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 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;
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;
Minimum required distributions made in connection with an IRA, money purchase plan,
profit sharing plan, Solo 401(k) 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;
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
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.
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;
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;
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;
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;
Liquidation initiated by the Fund when the account value falls below the minimum
required account size of $500; and
Investment account(s) of Invesco and its affiliates.
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;
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
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.
an annual custodial fee on accounts where Invesco Distributors acts as the prototype
sponsor;
expedited mailing fees in response to overnight redemption requests; and
copying and mailing charges in response to requests for duplicate statements.
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.
M-1
February 29, 2012
February 28, 2011
February 28, 2010
July 31, 2009
Sales
Amount
Sales
Amount
Sales
Amount
Sales
Amount
Charge
Retained
Charge
Retained
Charge
Retained
Charge
Retained
$
108,317
$
15,987
$
87,600
$
16,046
$
45,438
$
8,361
$
96,847
$
17,923
592,727
66,195
219,440
30,179
84,645
13,433
124,028
21,632
1,508,715
131,502
872,599
83,349
418,912
74,716
451,470
86,791
41,973
7,468
47,952
7,952
8,121
1,463
7,869
2,186
-0-
N/A
-0-
N/A
-0-
N/A
0
N/A
484,909
51,133
306,818
30,186
254,148
39,314
382,728
72,569
523,955
63,139
932,677
109,537
334,540
51,136
266,384
45,384
420,556
82,767
300,407
46,694
63,738
12,709
65,194
14,246
749,586
67,952
413,571
46,167
298,586
56,399
1,017,625
188,324
February 29, 2012
February 28, 2011
February 28, 2010
July 31, 2009
$
15,986
$
19,501
$
11,895
$
39,999
27,082
38,532
28,355
74,730
56,573
70,305
64,863
70,353
-0-
117
386,773
543,774
225,039
692,069
30,128
83,764
23,403
38,906
47,563
48,208
28,119
81,416
28,604
59,581
13,774
9,366
141,294
118,927
99,620
258,681
N-1
Invesco
Cash
Investor
Reserve
Class A
Class A2
Class AX
Class B
Class BX
Class C
Class CX
Class R
Class
Fund
Shares
Shares
Shares
Shares
Shares
Shares
Shares
Shares
Shares
Shares
N/A
313,434
N/A
N/A
114,802
N/A
165,264
N/A
14,009
1,696,997
N/A
692,463
N/A
N/A
125,387
N/A
399,597
N/A
62,816
N/A
N/A
1,928,648
N/A
N/A
450,082
N/A
995,234
N/A
N/A
254,924
N/A
25,804
28,651
N/A
N/A
N/A
N/A
N/A
N/A
N/A
0
0
0
0
0
0
0
0
0
0
N/A
701,354
N/A
N/A
78,584
N/A
434,437
N/A
N/A
208,733
N/A
3,187,383
N/A
N/A
337,122
N/A
1,413,341
N/A
681,052
146,553
N/A
296,235
N/A
N/A
N/A
N/A
1,461,870
N/A
14,745
N/A
N/A
1,883,503
N/A
N/A
574,779
N/A
706,186
N/A
78,634
231,039
*
There are no amounts for Invesco Money Market Fund due to waivers.
O-1
O-2
O-3
Printing &
Underwriters
Dealers
Advertising
Mailing
Seminars
Compensation
Compensation
Personnel
Travel
$
0
$
0
$
0
$
0
313,434
$
0
$
0
0
0
0
0
692,463
0
0
0
0
0
0
1,928,648
0
0
0
0
0
0
25,804
0
0
0
0
0
0
0
0
0
0
0
0
0
701,354
0
0
0
0
0
0
3,187,383
0
0
0
0
0
0
296,235
0
0
0
0
0
0
1,883,503
0
0
Printing &
Underwriters
Dealers
Advertising
Mailing
Seminars
Compensation
Compensation
Personnel
Travel
$
0
$
0
$
0
$
0
$
28,651
$
0
$
0
Printing &
Underwriters
Dealers
Advertising
Mailing
Seminars
Compensation
Compensation
Personnel
Travel
$
0
$
0
$
0
$
0
$
0
$
0
$
0
Printing &
Underwriters
Dealers
Advertising
Mailing
Seminars
Compensation
Compensation
Personnel
Travel
$
0
$
0
$
0
$
86,102
$
28,329
$
371
$
0
0
0
0
94,040
31,249
98
0
1,085
0
0
337,561
107,639
3,797
0
0
0
0
58,938
19,605
41
0
*
There are no amounts for Invesco Money Market Fund due to waivers.
Printing &
Underwriters
Dealers
Advertising
Mailing
Seminars
Compensation
Compensation
Personnel
Travel
414
0
0
252,841
82,352
1,515
0
1,440
0
0
431,085
135,773
6,481
0
Printing &
Underwriters
Dealers
Advertising
Mailing
Seminars
Compensation
Compensation
Personnel
Travel
$
0
$
0
$
0
$
0
$
0
$
0
$
0
Printing &
Underwriters
Dealers
Advertising
Mailing
Seminars
Compensation
Compensation
Personnel
Travel
$
764
$
0
$
0
$
22,910
$
138,154
$
3,436
$
0
1,642
0
0
51,223
338,523
7,552
657
6,485
0
2,594
214,003
739,727
29,831
2,594
2,303
0
461
80,159
338,616
11,977
921
11,104
279
2,587
322,875
1,027,858
45,016
3,622
11,492
363
2,984
111,696
1,284,366
46,856
4,133
2,406
0
687
83,515
606,518
11.685
1,375
*
There are no amounts for Invesco Money Market Fund due to waivers.
Printing &
Underwriters
Dealers
Advertising
Mailing
Seminars
Compensation
Compensation
Personnel
Travel
$
0
$
0
$
0
$
0
$
0
$
0
$
0
Printing &
Underwriters
Dealers
Advertising
Mailing
Seminars
Compensation
Compensation
Personnel
Travel
$
120
$
4
$
32
$
1,169
$
12,158
$
484
$
42
479
16
124
4,632
55,465
1,933
167
2,080
66
541
20,276
648,960
8,405
724
183
5
48
1,822
11,856
764
67
438
14
122
4,444
71,597
1,860
159
*
There are no amounts for Invesco Money Market Fund due to waivers.
Printing &
Underwriters
Dealers
Advertising
Mailing
Seminars
Compensation
Compensation
Personnel
Travel
$
66,421
$
2,054
$
17,934
$
0
$
1,317,940
$
269,008
$
23,640
9,839
0
3,279
0
189,338
48,370
4,099
2,069
0
752
0
195,570
9,590
752
3,735
0
747
0
123,394
16,809
1,868
5,820
0
2,587
0
192,239
27,806
2,587
Statement of Additional Information
September 24, 2012
AIM Investment Securities Funds (Invesco Investment Securities Funds)
Class
Class
Class
Class
Class
Class
Class
Fund
A
B
C
R
Y
R5*
R6
HYLAX
HYLBX
HYLCX
N/A
HYLDX
N/A
N/A
ACCBX
ACCDX
ACCEX
ACCZX
ACCHX
ACCWX
ICBFX
*
Institutional Class shares have been renamed Class R5 shares.
|
||||
Statement of
Additional Information
September 24, 2012
AIM Investment Securities Funds (Invesco Investment Securities Funds) |
||||
Fund | Retail Classes | Class R5 | Class R6 | |||
Invesco High Yield Securities Fund
|
June 28, 2012 | N/A | N/A | |||
Invesco Corporate Bond Fund
|
June 28, 2012 | September 24, 2012 | September 24, 2012 | |||
(formerly known as Invesco Van
Kampen Corporate Bond Fund)
|
1
1
1
3
3
3
3
5
9
10
10
23
25
32
41
44
44
48
48
54
58
58
58
59
59
60
60
60
61
61
61
65
65
65
66
66
67
67
68
69
71
71
72
72
72
72
73
73
73
90
90
91
94
94
A-1
B-1
C-1
D-1
E-1
F-1
G-1
H-1
I-1
J-1
K-1
L-1
M-1
N-1
O-1
Fund | Predecessor Fund | |
Invesco High Yield Securities Fund
|
Morgan Stanley High Yield Securities Inc. | |
Invesco Corporate Bond Fund | Van Kampen Corporate Bond Fund |
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42
43
44
45
46
47
48
49
50
51
52
53
54
55
56
57
58
59
60
61
62
63
64
65
66
67
68
69
70
71
72
73
74
75
76
77
78
79
80
81
82
83
84
85
86
87
88
89
i.
Restriction, to varying degrees, on foreign investment in stocks;
ii.
Repatriation of investment income, capital, and the proceeds of sales in
foreign countries may require foreign governmental registration and/or approval;
iii.
Greater risk of fluctuation in value of foreign investments due to changes in
currency exchange rates, currency control regulations or currency devaluation;
iv.
Inflation and rapid fluctuations in inflation rates may have negative effects
on the economies and securities markets of certain developing and emerging market
countries;
v.
Many of the developing and emerging market 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
vi.
There is a risk in developing and emerging market 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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
(i)
general economic and financial conditions;
(ii)
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,
(iii)
other considerations deemed appropriate.
Fund
February 29, 2012
February 28, 2011*
2010
56
%
62
%
84
%
69
%
49
%
74
%
*
The portfolio turnover rate is for the fiscal period September 1, 2010 to February
28, 2011, and has not been annualized.
Approximate Date of Web
Information Remains Posted on
Information
site Posting
Web site
15 days after month-end
Until replaced with the
following months top ten
holdings
29 days after calendar
quarter-end
Until replaced with the
following quarters
Quarterly Performance Update
30 days after calendar
quarter-end
For one year
60-70 days after
fiscal quarter-end
For one year
1
To locate the Funds portfolio holdings
information on 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 then
click on the Portfolio tab under the Funds name. A link to the Funds
portfolio holdings is located in the upper left side of this website page under
View All Holdings.
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.
Fund
Adviser/Sub-Adviser
Invesco High Yield Securities Fund
Invesco Institutional a division of Invesco
Invesco Corporate Bond Fund
Invesco Institutional a division of Invesco
Annual Rate/Net Assets
Fund Name
Per Advisory Agreement
First $500 million
0.420
%
Next $250 million
0.345
%
Next $250 million
0.295
%
Next $1 billion
0.270
%
Next $1 billion
0.245
%
Over $3 billion
0.220
%
First $500 million
0.420
%
Next $750 million
0.350
%
Over $1.25 billion
0.220
%
Fund
Expense Limitation
Invesco High Yield Securities Fund
Class A Shares
2.13%
Class B Shares
2.63%
Class C Shares
2.73%
Fund
Expense Limitation
Class Y Shares
1.88%
Invesco Corporate Bond Fund
Class A Shares
0.95%
Class B Shares
1.29% (after 12b-1 fee limit)
Class C Shares
1.65% (after 12b-1 fee limit)
Class R Shares
1.20%
Class Y Shares
0.70%
Class R5 Shares
0.70%
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.
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.
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.
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.
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).
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).
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.
First-In First-Out
¾
shares acquired first in the account are the first shares
depleted.
Last-In First-Out
¾
shares acquired last in the account are the first shares
depleted.
High Cost
¾
shares acquired with the highest cost per share are the first shares depleted.
Low Cost
¾
shares acquired with the lowest cost per share are the first shares
depleted.
Loss/Gain Utilization
¾
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.
Specific Lot Identification
¾
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.
provide your correct Social Security or taxpayer identification number,
certify that this number is correct,
certify that you are not subject to backup withholding, and
certify that you are a U.S. person (including a U.S. resident alien).
exempt-interest dividends paid by the Fund from its net interest income earned on
municipal securities;
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
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.
Fund
Class A
Class B
Class C
Class R
0.25
%
1.00
%
1.00
%
N/A
0.25
%
1.00
%
1.00
%
0.50
%
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
Invesco Constellation Fund
Invesco Core Plus Bond Fund
Invesco Developing Markets Fund
Invesco Diversified Dividend Fund
Invesco Dynamics Fund
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 Growth Fund
Invesco Global Health Care Fund
Invesco Global Quantitative Core 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 High Yield Fund
Invesco Income Allocation Fund
Invesco International Allocation Fund
Invesco International Core Equity Fund
Invesco International Small Company Fund
Invesco International Total Return Fund
Invesco Leisure Fund
Invesco Limited Maturity Treasury Fund
Invesco Mid Cap Core Equity Fund
Invesco Moderate Allocation Fund
Invesco Municipal Bond Fund
Invesco Real Estate Fund
Invesco Select Companies Fund
Invesco Select Opportunities Fund
Invesco Short Term Bond Fund
Invesco Small Cap Equity Fund
Invesco Small Cap Growth Fund
Invesco Summit Fund
Invesco Tax-Free Intermediate Fund
Invesco Technology Fund
Invesco U.S. Government Fund
Invesco U.S. Quantitative Core Fund
Invesco Utilities Fund
Invesco High Yield Securities Fund
Invesco Pacific Growth Fund
Invesco Technology Sector Fund
Invesco American Value Fund
Invesco Comstock Fund
Invesco Corporate Bond Fund
Invesco Equity and Income Fund
Invesco Growth and Income Fund
Invesco High Yield Municipal Fund
Invesco Intermediate Term Municipal Income Fund
Invesco Leaders Fund
Invesco Mid Cap Growth Fund
Invesco New York Tax Free Income Fund
Invesco Pennsylvania Tax Free Income Fund
Invesco Small Cap Discovery Fund
Invesco Small Cap Value Fund
Invesco U.S. Mortgage Fund
Invesco Value Opportunities Fund
A-1
A-2
A-3
A-4
A-5
A-6
A-7
A-8
A-9
Obligations rated Aaa are judged to be of the highest quality, with minimal credit risk.
Obligations rated Aa are judged to be of high quality and are subject to very low credit risk.
Obligations rated A are considered upper-medium grade and are subject to low credit risk.
Obligations rated Baa are subject to moderate credit risk. They are considered medium-grade and as such may possess
certain speculative characteristics.
Obligations rated Ba are judged to have speculative elements and are subject to substantial credit risk.
Obligations rated B are considered speculative and are subject to high credit risk.
Obligations rated Caa are judged to be of poor standing and are subject to very high credit risk.
Obligations rated Ca are highly speculative and are likely in, or very near, default, with some prospect of recovery of
principal and interest.
Obligations rated C are the lowest rated class of bonds and are typically in default, with little prospect for recovery of
principal or interest.
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;
Nature of and provisions of the obligation;
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.
Amortization schedule the larger final maturity relative to other maturities, the
more likely it will be treated as a note; and
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.
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.
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.
B-1
B-2
B-3
Non-Public Portfolio Holdings on an Ongoing Basis
(as of June 30, 2012)
Service Provider
Disclosure Category
Broker (for certain Invesco Funds)
Financial Printer
Analyst (for certain Invesco Funds)
Special Insurance Counsel
Broker (for certain Invesco Funds)
Broker (for certain Invesco Funds)
Broker (for certain Invesco Funds)
Pricing Vendor (for certain Invesco Funds)
Broker (for certain Invesco Funds)
Broker (for certain Invesco Funds)
Financial Printer
Securities Lender (for certain Invesco Funds)
Broker (for certain Invesco Funds)
System Provider
Financial Printer
Trading System
Broker (for certain Invesco Funds)
Broker (for certain Invesco Funds)
Analyst (for certain Invesco Funds)
Service Provider
Broker (for certain Invesco Funds)
Broker (for certain Invesco Funds)
Legal Counsel
Broker (for certain Invesco Funds)
Broker (for certain Invesco Funds)
Analyst (for certain Invesco Funds)
Broker (for certain Invesco Funds)
Broker (for certain Invesco Funds)
Broker (for certain Invesco Funds)
Broker (for certain Invesco Funds)
Rating & Ranking Agency (for certain Invesco Funds)
Pricing Vendor
Broker (for certain Invesco Funds)
Software Provider (for certain Invesco Funds)
Software Provider (for certain Invesco Funds)
Broker (for certain Invesco Funds)
System Provider (for certain Invesco Funds)
Software Provider
Analyst (for certain Invesco Funds)
Financial Printer
Broker (for certain Invesco Funds)
Broker (for certain Invesco Funds)
Analyst (for certain Invesco Funds)
Rating & Ranking Agency (for certain Invesco Funds)
Rating & Ranking Agency (for certain Invesco Funds)
Service Provider
Disclosure Category
Pricing Vendor
Proxy Voting Service (for certain Invesco Funds)
Transfer Agent
System Provider (for certain Invesco Funds)
Analyst (for certain Invesco Funds)
Broker (for certain Invesco Funds)
Pricing Vendor (for certain Invesco Funds)
Analyst (for certain Invesco Funds)
Lender (for certain Invesco Funds)
Broker (for certain Invesco Funds)
Broker (for certain Invesco Funds)
Sub-advisor (for certain sub-advised accounts)
Special Insurance Counsel
Broker (for certain Invesco Funds)
Legal Counsel
Broker (for certain Invesco Funds)
Rating & Ranking Agency (for certain Invesco Funds)
Pricing Service (for certain Invesco Funds)
Broker (for certain Invesco Funds)
Broker (for certain Invesco Funds)
Pricing Vendor (for certain Invesco Funds)
Financial Printer
Broker (for certain Invesco Funds)
Software Provider
Rating & Ranking Agency (for certain Invesco Funds)
Broker (for certain Invesco Funds)
Legal Counsel
Securities Lender (for certain Invesco Funds)
Analyst (for certain Invesco Funds)
System provider
Analyst (for certain Invesco Funds)
Trading System
Analyst (for certain Invesco Funds)
Broker (for certain Invesco Funds)
Independent Registered Public Accounting Firm (for
all Invesco Funds)
Broker (for certain Invesco Funds)
Broker (for certain Invesco Funds)
Broker (for certain Invesco Funds)
Analyst (for certain Invesco Funds)
Broker (for certain Invesco Funds)
Pricing Service (for certain Invesco Funds)
Broker (for certain Invesco Funds)
Broker (for certain Invesco Funds)
Financial Printer
Broker (for certain Invesco Funds)
Broker (for certain Invesco Funds)
Broker (for certain Invesco Funds)
Broker (for certain Invesco Funds)
Financial Printer
Financial Printer
Service Provider
Disclosure Category
Broker (for certain Invesco Funds)
Pricing Service and Rating and Ranking Agency
(each,
respectively, for certain Invesco Funds)
System Provider
Custodian, Lender, Securities Lender, and System
Provider
(each, respectively, for certain Invesco
Funds)
Broker (for certain Invesco Funds)
Broker (for certain Invesco Funds)
Legal Counsel
Custodian and Securities Lender (each,
respectively, for
certain Invesco Funds)
Software Provider
Broker (for certain Invesco Funds)
Software Provider
Broker (for certain Invesco Funds)
Financial Printer
Broker (for Certain Invesco Funds)
Broker (for certain Invesco Funds)
Broker (for certain Invesco Funds)
Financial Printer
Broker (for certain Invesco Funds)
Broker (for certain Invesco Funds)
Software Provider
C-1
C-2
C-3
C-4
C-5
C-6
C-7
C-8
C-9
C-10
Other
Trusteeship(s)/
Trustee
Number of Funds
Directorships(s)
Name, Year of Birth
and/or
in Fund Complex
Held by
and Position(s) Held
Officer
Principal Occupation(s)
Overseen by
Trustee/Director
with the Trust
Since
During Past 5 Years
Trustee
During Past 5 Years
Interested Persons
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)
128
None
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
128
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.
Other
Trusteeship(s)/
Trustee
Number of Funds
Directorships(s)
Name, Year of Birth
and/or
in Fund Complex
Held by
and Position(s) Held
Officer
Principal Occupation(s)
Overseen by
Trustee/Director
with the Trust
Since
During Past 5 Years
Trustee
During Past 5 Years
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
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.;
Other
Trusteeship(s)/
Trustee
Number of Funds
Directorships(s)
Name, Year of Birth
and/or
in Fund Complex
Held by
and Position(s) Held
Officer
Principal Occupation(s)
Overseen by
Trustee/Director
with the Trust
Since
During Past 5 Years
Trustee
During Past 5 Years
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.
Trustee
2010
Of Counsel, and prior
to 2010, partner in
the law firm of
Skadden, Arps, Slate,
Meagher & Flom LLP,
legal counsel to
certain funds in the
Fund Complex
146
Director of the
Mutual Fund
Directors Forum, a
nonprofit
membership
organization for
investment
directors; Chairman
and Director of the
Abraham Lincoln
Presidential
Library Foundation;
and Director of the
Stevenson Center
for Democracy
Independent Trustees
Trustee and Chair
1992
Chairman, Crockett
Technologies
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)
128
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.
Other
Trusteeship(s)/
Trustee
Number of Funds
Directorships(s)
Name, Year of Birth
and/or
in Fund Complex
Held by
and Position(s) Held
Officer
Principal Occupation(s)
Overseen by
Trustee/Director
with the Trust
Since
During Past 5 Years
Trustee
During Past 5 Years
Trustee
2010
Retired. Chairman and
Chief Executive
Officer of Blistex
Inc., a consumer
health care products
manufacturer
146
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
Trustee
2001
Retired
Formerly: Director,
Badgley Funds, Inc.
(registered investment
company) (2
portfolios) and
Partner, law firm of
Baker & McKenzie
128
Director and
Chairman, C.D.
Stimson Company (a
real estate
investment company)
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
128
Chairman, Board of
Governors, Western
Golf Association,
Chairman-elect,
Evans Scholars
Foundation and
Director, Denver
Film Society
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.
146
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.
Other
Trusteeship(s)/
Trustee
Number of Funds
Directorships(s)
Name, Year of Birth
and/or
in Fund Complex
Held by
and Position(s) Held
Officer
Principal Occupation(s)
Overseen by
Trustee/Director
with the Trust
Since
During Past 5 Years
Trustee
During Past 5 Years
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)
128
Director of
Natures Sunshine
Products, Inc.
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
128
Insperity (formerly
known as
Administaff)
Trustee
1990
Partner, law firm of
Kramer Levin Naftalis
and Frankel LLP
128
Director, Reich &
Tang Funds (6
portfolios)
Trustee
1998
Retired
Formerly: Chief
Executive Officer,
YWCA of the U.S.A.
128
None
Trustee
2003
Retired
Formerly, Chairman,
Chief Executive
Officer and President,
Synergen Corp. (a
biotechnology company)
128
None
Other
Trusteeship(s)/
Trustee
Number of Funds
Directorships(s)
Name, Year of Birth
and/or
in Fund Complex
Held by
and Position(s) Held
Officer
Principal Occupation(s)
Overseen by
Trustee/Director
with the Trust
Since
During Past 5 Years
Trustee
During Past 5 Years
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
146
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
Trustee
2005
Retired
Formerly: Director,
Mainstay VP Series
Funds, Inc.
(25 portfolios) and
Partner, Deloitte &
Touche
128
None
Officers
Senior Vice President
and Senior
Officer
2005
Senior Vice President
and Senior Officer,
The Invesco Funds
N/A
N/A
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 Exchange-Traded
Fund Trust and
PowerShares Actively
Managed
Exchange-Traded Fund
Trust
N/A
N/A
Other
Trusteeship(s)/
Trustee
Number of Funds
Directorships(s)
Name, Year of Birth
and/or
in Fund Complex
Held by
and Position(s) Held
Officer
Principal Occupation(s)
Overseen by
Trustee/Director
with the Trust
Since
During Past 5 Years
Trustee
During Past 5 Years
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)
Vice President
2004
Global Assurance
Officer, Invesco Ltd.
and Vice President,
The Invesco Funds
Formerly: Chief
Compliance Officer,
Invesco Distributors,
Inc. (formerly known
as Invesco Aim
Distributors, Inc.),
Invesco Investment
Services,
Inc.(formerly known as
Invesco Aim Investment
Services, 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
Other
Trusteeship(s)/
Trustee
Number of Funds
Directorships(s)
Name, Year of Birth
and/or
in Fund Complex
Held by
and Position(s) Held
Officer
Principal Occupation(s)
Overseen by
Trustee/Director
with the Trust
Since
During Past 5 Years
Trustee
During Past 5 Years
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
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
Vice President
1992
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.
INVESCO Global Asset
Management Limited,
Invesco Management
Company Limited and
Invesco Management
S.A.; 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
N/A
N/A
Other
Trusteeship(s)/
Trustee
Number of Funds
Directorships(s)
Name, Year of Birth
and/or
in Fund Complex
Held by
and Position(s) Held
Officer
Principal Occupation(s)
Overseen by
Trustee/Director
with the Trust
Since
During Past 5 Years
Trustee
During Past 5 Years
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)
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
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
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
N/A
N/A
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
None
Over $100,000
None
None
Invesco Corporate Bond Fund $1- 10,000
Over $100,000
None
Over $100,000
N/A
N/A
None
Over $100,000
None
Over
$100,000
5
None
Over $100,000
5
None
Over $100,000
None
Over $100,000
None
Over $100,000
5
Invesco Corporate Bond Fund Over
$100,000
Over $100,000
5
None
Over $100,000
5
N/A
N/A
None
Over $100,000
5
None
Over $100.000
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.
D-1
Retirement
Total
Aggregate
Benefits
Estimated
Compensation
Compensation
Accrued
Annual Benefits
From All Invesco
From the
by All
Upon
Funds Paid to the
Trustee
Trust
(1)
Invesco Funds
(2)
Retirement
(3)
Trustees
(4)
$
20,806
$
304,730
$
195,000
$
399,000
21,869
164,973
195,000
412,250
16,516
233,415
248,337
320,050
25,036
236,053
195,000
420,000
22,928
302,877
195,693
385,000
43,785
227,797
195,000
693,500
21,703
290,404
195,000
412,250
24,532
296,156
195,000
415,000
20,972
313,488
195,000
307,250
24,201
233,415
195,000
356,000
22,370
302,911
195,000
330,000
462
229,833
173,250
73,000
25,145
342,675
216,742
375,750
22,147
290,404
195,000
412,200
26,488
230,451
195,000
399,250
(1)
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 $92,017.
(2)
During the fiscal year ended February 29, 2012, the total amount of expenses allocated to
the Trust in respect of such retirement benefits was $262,215.
(3)
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.
(4)
All trustees except 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.
(5)
Bob Bakers retirement from the Board was effective December 31, 2011. Lewis Pennocks
retirement from the Board was effective March 31, 2011.
(6)
During the fiscal year ended February 29, 2012, the Trust paid $19,583 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.
E-1
E-2
E-3
E-4
E-5
E-6
E-7
E-8
E-9
E-10
E-11
E-12
E-13
E-14
E-15
Retail Accounts
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
Investment Advisers Act of 1940
Advisory Compliance
Fund Board
January 1, 2010
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.
Contested director elections are evaluated on a case-by-case basis and are decided within
the context of Invescos investment thesis on a company.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
Institutional Accounts
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
Investment Advisers Act of 1940
Advisory Compliance, Proxy Committee
Invesco Risk Management Committee
January 1, 2010, revised August 2011
January 2010
I.1 - 1
January 2010
I.1 - 2
January 2010
I.1 - 3
(1)
describe any real or perceived conflict of interest,
(2)
determine whether such real or perceived conflict of interest is material,
(3)
discuss any procedure used to address such conflict of interest,
(4)
report any contacts from outside parties (other than routine communications
from proxy solicitors), and
(5)
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.
January 2010
I.1 - 4
January 2010
I.1 - 5
§
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;
§
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
§
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).
January 2010
I.1 - 6
January 2010
I.1 - 7
|
||
|
Print Name | |
|
||
|
||
Date
|
Signature |
E-16
E-17
|
Contents | |
|
||
E-19
|
Introduction | |
|
||
E-19
|
Scope | |
|
||
E-19
|
Responsible voting | |
|
||
E-20
|
Voting procedures | |
|
||
E-20
|
Dialogue with companies | |
|
||
E-21
|
Non-routine resolutions and other topics | |
|
||
E-22
|
Evaluation of companies environmental, social and governance arrangements (ESG) | |
|
||
E-22
|
Disclosure and reporting | |
|
||
E-23
|
UK Stewardship Code | |
|
||
E-25
|
Appendix 1 Voting on non-UK/European and blocked shares |
E-18
1. | Introduction | |
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. | ||
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. | ||
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. | ||
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. | ||
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. | ||
2. | Scope | |
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. | ||
3. | Responsible voting | |
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). | ||
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. |
E-19
In voting for or against a proposal, IP will have in mind three objectives, as follows: |
| To protect the rights of its investors | ||
| To minimise the risk of financial or business impropriety within the companies in which its clients are invested, and | ||
| To protect the long-term value of its clients investments. |
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. | ||
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. | ||
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 the time around a shareholder meeting . | ||
4. | Voting procedures | |
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. | ||
Proxy voting research and services are currently provided by Institutional Shareholder Services (ISS), part of the RiskMetrics Group. | ||
IP will endeavour to review regularly any standing or special instructions on voting and where possible, discuss with company representatives any significant issues. | ||
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. | ||
5. | Dialogue with companies | |
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. |
E-20
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. | ||
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. | ||
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: |
| Nomination and audit committees | ||
| Remuneration committee and directors remuneration | ||
| Board balance and structure | ||
| Financial reporting principles | ||
| Internal control system and annual review of its effectiveness | ||
| Dividend and Capital Management policies | ||
| Socially Responsible Investing policies |
6. | Non-routine resolutions and other topics | |
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). | ||
Apart from the three fundamental voting objectives set out under Responsible Voting above, considerations that IP might apply to non-routine proposals will include: |
| 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 | ||
| Peer group response to the issue in question | ||
| Whether implementation would achieve the objectives sought in the proposal | ||
| Whether the matter is best left to the Boards discretion. |
E-21
7. | Evaluation of companies environmental, social and governance arrangements | |
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. | ||
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. | ||
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. | ||
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. | ||
8. | Disclosure and reporting | |
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. | ||
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. | ||
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. | ||
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: |
| In IPs view, it does not conflict with the best interests of other investors and | ||
| It is understood that IP will not be held accountable for the expression of views within such voting instructions and | ||
| 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. |
Note: | ||
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 |
E-22
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. |
9. | The UK Stewardship Code | |
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. | ||
Principle 1 | ||
Institutional investors should publicly disclose their policy on how they will discharge their stewardship responsibilities . | ||
IP complies with Principle 1 and publishes the Invesco Perpetual Policy on Corporate Governance and Stewardship on its website | ||
http://investor.invescoperpetual.co.uk/portal/site/ipinvestor/aboutus/ukstewardshipcode/ | ||
Principle 2 | ||
Institutional investors should have a robust policy on managing conflicts of interest in relation to stewardship and this policy should be publicly disclosed. | ||
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. | ||
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. | ||
Principle 3 | ||
Institutional investors should monitor their investee companies. | ||
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. | ||
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. | ||
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. |
E-23
Principle 4 | ||
Institutional investors should establish clear guidelines on when and how they will escalate their activities as a method of protecting and enhancing shareholder value. | ||
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. | ||
Principle 5 | ||
Institutional investors should be willing to act collectively with other investors where appropriate. | ||
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: |
| Charles Henderson Head of IP Operations and Dealing | ||
| Dan Baker IP Operations Manager |
Principle 6 | ||
Institutional investors should have a clear policy on voting and disclosure of voting activity. | ||
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. | ||
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. | ||
Principle 7 | ||
Institutional investors should report periodically on their stewardship and voting activities. | ||
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. | ||
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. |
E-24
| Likely impact of voting on management activity, versus the cost to the client | ||
| Portfolio management restrictions (e.g. share blocking) that may result from voting | ||
| Preferences, where expressed, of clients |
E-25
E-26
1. | Proxy Voting Policy |
1.1 | Introduction | ||
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. | |||
This policy sets out Invesco Australias approach to proxy voting in the context of portfolio management, client service responsibilities and corporate governance principles. | |||
This policy applies to; |
| all Australian based and managed funds and mandates, in accordance with IFSA Standard No. 13.00 October 2004, clause 9.1 and footnote #3. |
This policy does not apply; |
| where investment management of an international fund has been delegated to an overseas Invesco company, proxy voting will rest with that delegated manager. |
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. | |||
1.2 | Guiding Principles | ||
1.2.1 | 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. | ||
1.2.2 | 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. | ||
1.2.3 | 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. | ||
1.2.4 | 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. | ||
1.2.5 | 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 |
E-27
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. |
1.3 | Proxy Voting Authority | ||
1.3.1 | Authority Overview | ||
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. | |||
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. | |||
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. | |||
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. | |||
1.3.2 | Individually-Managed Clients | ||
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. | |||
In cases where voting authority is delegated by an individually-managed client, Invesco recognises its responsibility to be accountable for the decisions it makes. | |||
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 . | |||
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. |
1 | 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. |
E-28
1.3.3 | Pooled Fund Clients | ||
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. | |||
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. | |||
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. | |||
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. | |||
1.4 | Key Proxy Voting Issues | ||
1.4.1 | Issues Overview | ||
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. | |||
1.4.2 | Portfolio Management Issues | ||
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. | |||
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. | |||
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. | |||
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, |
E-29
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. |
1.5 | Internal Proxy Voting Procedure | ||
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. | |||
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: |
Chief Executive Officer; | |||
Head of Operations & Finance; | |||
Head of either Legal or Compliance; and | |||
Relevant Investment Manager(s). |
1.6 | Client Reporting |
Upon client election, Invesco will report quarterly or annually to the client on proxy voting activities for investments owned by the client. | |||
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. |
E-30
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. |
| the cost of participating in the vote relative to the potential benefit to the UCITS | ||
| 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. | ||
| Other factors as deemed appropriate by the Investment Manager in relation to the investment objectives and policy of the individual UCITS. |
E-31
E-32
E-33
E-34
E-35
| 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. |
E-36
| Long-term company performance relative to a market index, | ||
| Composition of the board and key board committees, | ||
| Nominees attendance at board meetings, | ||
| Nominees time commitments as a result of serving on other company boards, | ||
| Nominees investments in the company, |
E-37
| Whether the chairman is also serving as CEO, and | ||
| Whether a retired CEO sits on the board. |
| Long-term financial performance of the target company relative to its industry, | ||
| Managements track record, | ||
| Background to the proxy contest, | ||
| Qualifications of director nominees (both slates), | ||
| Evaluation of what each side is offering shareholders as well as the likelihood that the proposed objectives and goals can be met, and | ||
| Stock ownership positions. |
| Designated lead director, appointed from the ranks of the independent board members with clearly delineated duties; | ||
| Majority of independent directors; | ||
| All-independent key committees; | ||
| Committee chairpersons nominated by the independent directors; |
E-38
| CEO performance is reviewed annually by a committee of outside directors; and | ||
| Established governance guidelines. |
E-39
| It is not clear that the auditors will be able to fulfill their function; | ||
| There is reason to believe the auditors have rendered an opinion that is neither accurate nor indicative of the companys financial position; or | ||
| The auditors have a significant professional or personal relationship with the issuer that compromises their independence. |
E-40
E-41
| ability to re-price underwater options without shareholder approval, | ||
| ability to issue options with an exercise price below the stocks current market price, | ||
| ability to issue reload options, or | ||
| automatic share replenishment (evergreen) features. |
E-42
| will result in financial and operating benefits, | ||
| have a fair offer price, | ||
| have favourable prospects for the combined companies, and |
E-43
| will not have a negative impact on corporate governance or shareholder rights. |
| the proposals impact on the companys short-term and long-term share value, | ||
| its effect on the companys reputation, | ||
| the economic effect of the proposal, | ||
| industry and regional norms applicable to the company, | ||
| the companys overall corporate governance provisions, and | ||
| the reasonableness of the request. |
| the company has failed to adequately address these issues with shareholders, | ||
| there is information to suggest that a company follows procedures that are not in compliance with applicable regulations, or | ||
| the company fails to provide a level of disclosure that is comparable to industry peers or generally accepted standards. |
E-44
E-45
E-46
Introduction
|
E-48 | |||
1. Guiding Principles
|
E-49 | |||
2. Proxy Voting Authority
|
E-50 | |||
3. Key Proxy Voting Issues
|
E-52 | |||
4. Internal
Administration and Decision-Making Process
|
E-54 | |||
5. Client Reporting
|
E-56 |
E-47
E-48
1.1 | 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. | ||
1.2 | 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. | ||
1.3 | 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. | ||
1.4 | 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. | ||
1.5 | 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. |
E-49
2.1 | 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. | ||
2.2 | 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. | ||
2.3 | 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. | ||
2.4 | Individually-Managed Clients | ||
2.4.1 | 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. | ||
2.4.2 | 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. | ||
2.4.3 | 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. | ||
2.4.4 | 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. | ||
2.4.5 | 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. | ||
2.4.6 | Accordingly, Invesco will pursue the following policies with respect to the exercise of proxy voting authority for individually-managed clients: |
E-50
2.5 | Pooled Fund Clients | ||
2.5.1 | 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. | ||
2.5.2 | 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. | ||
2.5.3 | 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. | ||
2.5.4 | Accordingly, Invesco will pursue the following policies with respect to the exercise of proxy voting authority for pooled fund clients: |
E-51
3.1 | This section outlines Invescos intended approach in cases where proxy voting authority is being exercised on clients behalf. | ||
3.2 | 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. | ||
3.3 | 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. | ||
3.4 | 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. | ||
3.5 | Portfolio Management Issues Active Equity Portfolios | ||
3.5.1 | 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. | ||
3.5.2 | 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. | ||
3.5.3 | 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: |
| contentious issues (eg. issues of perceived national interest, or where there has been extensive press coverage or public comment); | |
| approval of changes of substantial shareholdings; | |
| mergers or schemes of arrangement; and | |
| approval of major asset sales or purchases. |
E-52
3.6 | Administrative Issues | ||
3.6.1 | 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. | ||
3.6.2 | 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. | ||
3.6.3 | 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. | ||
3.6.4 | 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. | ||
3.6.5 | 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. | ||
3.6.6 | 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. |
E-53
4.1 | The following diagram illustrates the procedures adopted by Invesco for the administration of proxy voting: |
4.2 | 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. | ||
4.3 | 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. | ||
4.4 | 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. | ||
4.5 | 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. | ||
4.6 | 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. |
E-54
4.7 | The following policy commitments are implicit in these administrative and decision-making processes: |
E-55
5.1 | Invesco will keep records of its proxy voting activities. | ||
5.2 | Upon client request, Invesco will regularly report back to the client on proxy voting activities for investments owned by the client. | ||
5.2 | 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): |
E-56
E-57
Date | Content | |
April 20, 2011
|
Revision associated with review of proxy voting guideline |
E-58
1. | Procedural Proposal |
| 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 | ||
- | The relevant company has not answered shareholders questions concerning matters that should be disclosed. |
| 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. |
E-59
(1) | Independence |
| 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. | ||
| 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. | ||
| Listed parent and subsidiary |
| In principle we shall oppose a director candidate in the following case: |
- | An attendance rate of less than 75 percent at meetings of the board of directors. |
| In the following circumstances we will consider opposing a candidate for reelection as a director: |
- | 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. | ||
- | If a takeover defense strategy is introduced, that has not been approved by a resolution of a general meeting of shareholders. |
| We will consider opposing a candidate for reelection as a director in the event that business |
E-60
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. |
| 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. |
| 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. | ||
| 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. |
| In principle we will oppose a candidate for director in the event that information concerning the relevant candidate has not been sufficiently disclosed. |
| 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. |
| 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. | ||
| 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. |
| In principle we will oppose a proposal to restrict a term in office of a director. | ||
| In principle we will oppose a proposal to institute a normal retirement age of directors. | ||
| 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. |
E-61
| 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. |
| In principle we will oppose a candidate for an external statutory auditor if the candidate does not have independence. |
(2) | Suitability |
| In principle we shall oppose a statutory auditor candidate in the following case: |
- | An attendance rate of less than 75 percent at meetings of the board of directors or meetings of the board of auditors |
(3) | Accountability |
| 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. |
(4) | Antisocial Activities on the Part of the Company |
| 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. |
| 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. |
E-62
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. |
| 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. |
| 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. |
| In principle we will oppose a candidate for accounting auditor in the event that an excessive auditing fee is paid. |
| 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. |
| 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. |
| In principle we will vote in favor of a proposal to obtain approval of compensation, except in the following cases: |
- | A negative correlation appears to exist between the business performance of the company and compensation |
- | A compensation framework or practice exists which presents an issue |
| In principle we will oppose a proposal to pay compensation only by granting shares. |
(2) | Stock Option Plan |
| 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. |
| In principle we will oppose a proposal to reduce the exercise price of a stock option plan. |
| 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. |
E-63
| 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. |
| 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. |
- | Retirement bonus amount is disclosed. |
- | The prospective recipients do not include an external director or an external statutory auditor. |
- | None of the prospective recipients have committed a significant criminal conduct. |
- | 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. |
- | 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. |
- | During their terms in office there has been no window dressing or inappropriate accounting practices in the relevant company. |
| 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. |
| 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. |
E-64
| In principle we will oppose a proposal to increase the number of authorized shares after the appearance of an acquirer. |
| A decision regarding a proposal for a company to acquire or reissue its own shares shall be made by considering, inter alia, its reasonability. |
| In principle we will vote in favor of a proposal involving a stock split. |
| A decision regarding a proposal involving a consolidation of shares (reverse split) shall be made by considering, inter alia, its reasonability. |
| 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. |
| 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. |
| 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. |
| 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. |
| 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. |
E-65
| 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. |
| 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. |
| In principle we will approve a proposal requesting a capital reduction in the form of a standard accounting processing. |
| 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. |
| In principle we will vote in favor of a proposal requesting approval of a financing plan. |
| In principle we will vote in favor of a proposal requesting a capitalization of reserves. |
| 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. |
| 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
| 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. |
| In principal we will vote in favor of a proposal submitted by the board in connection with transition to a committees organized company. |
| In principal we will vote in favor of a proposal requesting mitigation or abolishment of the requirements for special resolution. |
| 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. |
| 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. |
| 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. |
| In principle we will vote in favor of a proposal requesting amendment of a tradename. |
| In principle we will vote in favor of a proposal requesting amendment of a location of corporate registration. |
| 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: |
E-67
| 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. |
| 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. |
| Staggered Board |
- | 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. |
| Authority to Dismiss Directors |
In principle we will oppose a proposal requesting more stringent requirements for the shareholders to be able to dismiss a director. |
| Cumulative Voting |
- | In principle we will vote in favor of a proposal to introduce cumulative voting in connection with the election of directors. |
- | In principle we will oppose a proposal requesting the abolition of cumulative voting in connection with the election of directors. |
| Introduction or Amendment of Takeover Defense Strategy | ||
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. |
| Rights Plan (Poison Pill) | ||
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
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%. | ||
- | In principal we will oppose a proposal that the effective period is beyond 3 years. | ||
- | In principal we will oppose a proposal that directors are not selected annually. |
- | 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. |
- | 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. |
- | In principal we will oppose a proposal in the event that other takeover defense strategies exist. |
- | 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. |
- | In principal we will oppose a proposal unless the introduction of takeover defense strategies is considered reasonably beneficial to interests of minority shareholders. |
| 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. |
| 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 the rights of shareholders. |
E-69
11. | 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 standards are satisfied. |
- | The information will be beneficial to shareholders. | ||
- | The time and expense required for the information disclosure will be minimal. |
- | Invesco Limited. |
E-70
| 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. | ||
| In principle we will vote in favor of a procedural proposal such as the following: |
- | Opening of a general meeting of shareholders | ||
- | Closing of a general meeting of shareholders | ||
- | Confirming the proper convening of a general meeting of shareholders | ||
- | Satisfaction of the quorum for a general meeting of shareholders | ||
- | Confirming the agenda items of a general meeting of shareholders | ||
- | Election of a chairman of a general meeting of shareholders |
- | Designation of shareholders who will sign the minutes of a general meeting of shareholders |
- | Preparing and approving a registry of shareholders |
E-71
- | Filing of legally prescribed documents in connection with a general meeting of shareholders |
- | Designation of an inspector or shareholder to inspect the minutes of a general meeting of shareholders | ||
- | Permission to ask questions | ||
- | Approval of the issuing of minutes of a general meeting of shareholders |
- | Approval of matters of resolution and granting to the board of directors the authority to execute matters that have been approved |
| 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 |
- | The relevant company has not answered shareholders questions concerning matters that should be disclosed. |
| 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. |
| In the following circumstances we will in principle oppose or withhold approval of a |
E-72
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: |
- | 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; |
- | If the audit committee, compensation committee, or nominating committee has not been established and the director functions as a committee member; |
- | If the nominating committee has not been established; |
- | If external directors who are independent from the relevant company do not constitute a majority of the board of directors; |
- | 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. |
| In principle we shall oppose or withhold approval of a director candidate in the following circumstances: |
- | 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; |
- | Serving as a director of six or more companies; or |
- | Serving as a CEO of another company and also serving as an external director of at least two other companies. |
| 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. |
| 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: |
- | If an excessive auditing fee is being paid to the accounting auditor; |
- | If the accounting auditor has expressed an opinion of non-compliance concerning the |
E-73
financial statements of the relevant company; or |
- | 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. |
| 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: |
- | If there appears to be a negative correlation between the business performance of the company and the compensation of the CEO; |
- | 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; |
- | 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; |
- | 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 |
- | If a compensation system or practice exists that presents a problem. |
| In the following circumstances we will in principle oppose or withhold approval of all candidates for reelection as directors: |
- | 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. |
- | 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; |
- | 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 |
- | 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
| In the following cases we will consider opposing or withholding approval from a candidate for reelection as a director: |
- | 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. |
- | 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 : | ||
- | A system of staggered terms of office; | ||
- | A system of special resolution that is not by simple majority; | ||
- | Shares of stock with multiple votes; |
- | A takeover defense strategy that has not been approved by a resolution of a general meeting of shares; |
- | 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; |
- | An unreasonable restriction is imposed on the authority of shareholders to convene an extraordinary general meeting of shareholders; or |
- | 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; |
- | 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. |
- | 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. | ||
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. |
- | 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
| 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. |
| 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. |
| 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. |
| 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. |
| 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. |
(8) | Amendment of the Number and Composition of Directors |
| 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. |
- | In principle we will vote in favor of a proposal to diversify the composition of a board of directors. |
- | 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. |
- | 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. |
| 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
with the existing situation and considering, inter alia, the impact on the relevant company and the economic interests of shareholders |
- | 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. |
- | In principle we will oppose a proposal to restrict a term in office of a director. |
- | In principle we will oppose a proposal to institute normal retirement age of directors. |
- | 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. |
| 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. |
| 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. |
| In principle we will vote in favor of a proposal to prohibit the US style voting system. |
| 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. |
| 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. |
| 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. |
| 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. |
| In principle we will oppose in the event that a contract for non-auditing work exists |
E-77
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. |
| In principle we will oppose a candidate for accounting auditor in the event that an excessive auditing fee is paid. |
| 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. |
| 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. |
| In principle we will vote in favor of a proposal to obtain approval of compensation reports, except in the following cases: |
- | A negative correlation appears to exist between the business performance of the company and compensation. |
- | A compensation framework or practice exists which presents an issue. |
| In principle we will oppose a proposal to set an absolute level or maximum compensation. |
| In principle we will oppose a proposal to pay compensation only by granting shares. |
| 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. |
| In principle we will oppose a proposal to reduce the exercise price of a stock option plan. |
| 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. |
| 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. |
| 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. |
| 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. |
| 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. |
| In principle we will oppose a proposal to increase the number of authorized shares after the appearance of an acquirer. |
| 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. |
| 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. |
| In principle we will oppose a proposal to issue new shares after an acquirer has appeared. |
E-79
| A decision regarding a proposal for a company to acquire or reissue its own shares shall be made by considering, inter alia, its reasonability. |
| In principle we will vote in favor of a proposal involving a stock split. |
| A decision regarding a proposal involving a consolidation of shares (reverse split) shall be made by considering, inter alia, its reasonability. |
| In principle we will vote in favor of a proposal reducing the par value of 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. |
- | 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. |
- | 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. |
- | In principle we will vote in favor of a proposal to make the issuing of preferred shares a matter for approval by the shareholders. |
| 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. |
| In principle we will vote in favor of a proposal to convert to a capital structure in which there is one vote per share. |
| 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
| A decision regarding a proposal to issue non-convertible bonds will be made by considering, inter alia, the financial condition of the relevant company. |
| A decision regarding a proposal to increase a borrowing limit shall be made by considering, inter alia, the financial condition of the relevant company. |
| 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. |
| 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. |
| In principle we will approve a proposal requesting a capital reduction in the form of a standard accounting processing. |
| 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. |
| In principle we will vote in favor of a proposal requesting approval of a financing plan. |
| In principle we will vote in favor of a proposal requesting a capitalization of reserves. |
| 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
| 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. |
- | 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. |
- | 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. |
| 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. |
- | In principle we will oppose a proposal to reduce the quorum of a general meeting of shareholders. |
- | In principle we will oppose a proposal to reduce the quorum of a special resolution. |
| 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. |
| 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. |
| In principle we will oppose a proposal requesting to grant to a company the authority to postpone a general meeting of shareholders. |
| In principle we will vote in favor of a proposal requesting a relaxation or abolishment of the requirement for a super majority. |
E-82
| In principle we will vote in favor of a proposal requesting amendment of a tradename. |
| In principle we will vote in favor of a proposal requesting amendment of a location of corporate registration. |
| 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: |
| 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
| Staggered Board | ||
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. |
| Authority to Dismiss Directors | ||
In principle we will oppose a proposal requesting more stringent requirements for the shareholders to be able to dismiss a director. |
| Cumulative Voting |
- | 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. |
- | In principle we will oppose a proposal requesting the abolition of cumulative voting in connection with the election of directors. |
| Authority to Call an Extraordinary General Meeting of Shareholders |
- | In principle we will vote in favor of a proposal requesting a right of shareholders to call an extraordinary general meeting of shareholders. |
- | 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. |
- | In principle we will oppose a proposal to restrict or prohibit the right of shareholders to call an extraordinary general meeting of shareholders. |
| Letter of Consent Seeking Approval or Disapproval from Shareholders |
- | 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. |
- | 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. |
- | 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
| Rights Plan (Poison Pill) | ||
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. |
| Fair Price Conditions | ||
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. |
| 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. |
| 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. |
| 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. |
| 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
- | Invesco Limited. |
E-89
F-1
F-2
F-3
F-4
Class A Shares
Class B Shares
Class C Shares
Class Y Shares
Name and Address of
Percentage Owned
Percentage Owned
Percentage Owned
Percentage Owned
Principal Holder
of Record
of Record
of Record
of Record
Special Custody Acct For
The
Exclusive Benefit of Customer
2801 Market St.
Saint Louis, MO 63103-2523
7.88
%
12.10
%
18.46
%
9.40
%
The Sole Benefit
Of Its Customers
4800 Deer Lake Drive East
Jacksonville, FL 32246-6484
6.66
%
Class A Shares
Class B Shares
Class C Shares
Class Y Shares
Name and Address of
Percentage Owned
Percentage Owned
Percentage Owned
Percentage Owned
Principal Holder
of Record
of Record
of Record
of Record
Harborside Financial Center
Plaza 2, 3
rd
Floor
Jersey City, NJ 07311
65.91
%
58.01
%
52.88
%
47.65
%
OMNI Account M/F
ATTN: Department Manager
499 Washington Blvd Fl 9
Jersey City, NJ 07310
5.34
%
Class A
Class B
Class C
Class R
Class Y
Class R5
Class R6*
Shares
Shares
Shares
Shares
Shares
Shares
Shares
Percentage
Percentage
Percentage
Percentage
Percentage
Percentage
Percentage
Name and Address of
Owned
Owned
Owned
Owned
Owned
Owned
Owned
Principal Holder
of Record
of Record
of Record
of Record
of Record
of Record
Of Record
Servicing Inc. FBO
Primerica Financial Services
760 Moore Rd
King of Prussia, PA 19406-1212
11.01
%
18.58
%
Attn: Mutual Fund
Shareholder Accounting
201 Progress Pkwy
Maryland Hts, MO 63043-3009
27.64
%
19.39
%
6.11
%
Special Custody Acct For The
Exclusive Benefit of Customer
2801 Market St.
Saint Louis, MO 63103-2523
7.14
%
6.34
%
41.14
%
*
Class R6 Shares commenced operations on September 24, 2012.
Class A
Class B
Class C
Class R
Class Y
Class R5
Class R6*
Shares
Shares
Shares
Shares
Shares
Shares
Shares
Percentage
Percentage
Percentage
Percentage
Percentage
Percentage
Percentage
Name and Address of
Owned
Owned
Owned
Owned
Owned
Owned
Owned
Principal Holder
of Record
of Record
of Record
of Record
of Record
of Record
Of Record
Company Inc. As Agent For
Reliance Trust Company FBO
Agents Plan Customers
PO Box 2999
Hartford, CT 06104-2999
5.87
%
Omnibus Account
C/O Invesco Advisers
11 E Greenway Plz Suite 2500
Houston, Texas 77046-1118
58.92
%
9785 Towne Centre Dr
San Diego, CA 92121-1968
5.53
%
& Smith FBO The
Sole Benefit of Customers
Attn: Fund Administration
4800 Deer Lake Dr.
East 2
nd
Floor
Jacksonville, FL 32246-6484
7.04
%
Attention Fund Administration
4800 Deer Lake
Dr E 2
nd
Fl
Jacksonville, FL 32246-6484
9.40
%
19.82
%
Harborside Financial Center
Plaza 2, 3
rd
Floor
Jersey City, NJ 07495
8.32
%
16.10
%
Margaret A. Keegan TTEE
Ridley Township Police Pen Fund
100 East Macdale Blvd.
Folsom, PA 19033
10.86
%
1 Pershing Plaza
Jersey City, NJ 07399-0001
5.57
%
5.07
%
7.09
%
6.59
%
Class A
Class B
Class C
Class R
Class Y
Class R5
Class R6*
Shares
Shares
Shares
Shares
Shares
Shares
Shares
Percentage
Percentage
Percentage
Percentage
Percentage
Percentage
Percentage
Name and Address of
Owned
Owned
Owned
Owned
Owned
Owned
Owned
Principal Holder
of Record
of Record
of Record
of Record
of Record
of Record
Of Record
Omnibus For Mutual Funds
Attn: Courtney Waller
880 Carillon Pkwy
St. Petersburg, FL 33716-1102
14.00
%
FBO ADP/MSDW Alliance
105 Rosemont Rd.
Westwood, MA 02090-2318
5.27
%
Seton Hall University
PO Box 1787
Milwaukee, WI 53201-1787
39.87
%
G-1
G-2
2012
2011
Management
Management
Net Management
Management
Management
Net Management
Fund Name
Fee Payable
Fee Waivers
Fee Paid
Fee Payable
Fee Waivers
Fee Paid
$
477,742
$
(864
)
$
476,878
$
266,597
$
(3,035
)
$
263,562
3,389,711
(6,507
)
3,383,204
1,429,526
(7,043
)
1,422,483
Compensation Accrued for
the
Fiscal Year ended
Fund Name
2009
2010
$
510,450
$
553,453
Reduction of Advisory Fee
Paid for the
Fiscal Year ended
Fund Name
2009
2010
$
6,420
$
6,088
Advisory Fee Paid ($000) for the Fiscal Year ended
Fund Name
2009
2010
N/A
N/A
$2,837
$3,205
(net of fee waivers)
(net of fee waivers)
Advisory Fee Paid ($000) for the Fiscal Year ended
Fund Name
2009
2010
N/A
N/A
N/A
$7
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 High Yield Securities Fund
|
||||||||||||
Darren Hughes
|
None | N/A | $ | 500,001-$1,000,000 | ||||||||
Scott Roberts
|
None | N/A | $ | 100,001-$500,000 | ||||||||
Invesco Corporate Bond Fund
|
||||||||||||
Chuck Burge
|
None | N/A | $ | 100,001-$500,000 | ||||||||
John Craddock
|
None | N/A | $ | 50,001-$100,000 | ||||||||
Darren
Hughes
3
|
None | N/A | $ | 500,001-$1,000,000 | ||||||||
Scott
Roberts
4
|
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. | |
3 | Mr. Hughes began serving as a portfolio manager of Invesco Corporate Bond Fund on August 20, 2012. Information for Mr. Hughes has been provided as of July 31, 2012. | |
4 | Mr. Roberts began serving as a portfolio manager of Invesco Corporate Bond Fund on August 20, 2012. Information for Mr. Roberts has been provided as of July 31, 2012. |
H-1
Other Registered | Other Pooled | |||||||||||||||||||||||
Investment | Investment Vehicles | Other Accounts | ||||||||||||||||||||||
Companies Managed | Managed (assets in | Managed (assets in | ||||||||||||||||||||||
(assets in millions) | millions) | millions) | ||||||||||||||||||||||
Portfolio |
Number
of |
Number
of |
Number
of |
|||||||||||||||||||||
Manager | Accounts | Assets | Accounts | Assets | Accounts | Assets | ||||||||||||||||||
Invesco High Yield Securities Fund
|
||||||||||||||||||||||||
Darren Hughes
|
7 | $ | 1,883.4 | None | None | None | None | |||||||||||||||||
Scott Roberts
|
6 | $ | 1,860.3 | None | None | None | None | |||||||||||||||||
Invesco Corporate Bond Fund
|
||||||||||||||||||||||||
Chuck Burge
|
8 | $ | 24.7 | 7 | $2,791.4 | 2 | $265.6 | |||||||||||||||||
John Craddock
|
4 | $ | 1,282.0 | 1 | $158.4 | None | None | |||||||||||||||||
Darren Hughes
3
|
9 | $ | 2,592.8 | None | None | None | None | |||||||||||||||||
Scott Roberts
4
|
9 | $ | 2,592.8 | 1 | $28.8 | None | None |
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. |
H-2
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. |
Sub-Adviser | Performance time period 5 | |
Invesco
6
Invesco Australia 6 Invesco Deutschland |
One-, Three- and Five-year performance against Fund peer group. | |
|
||
Invesco Advisors- Invesco Real Estate
7
|
Not applicable |
5 | Rolling time periods based on calendar year-end. | |
6 | 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. | |
7 | 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. |
H-3
Sub-Adviser | Performance time period 5 | |
Invesco Senior Secured
6, 8
|
||
|
||
Invesco Canada
6
|
One-year performance against Fund peer group.
Three- and Five-year performance against entire universe of Canadian funds. |
|
|
||
Invesco Hong Kong
6
Invesco Asset Management |
One-, Three- and Five-year performance against Fund peer group. | |
|
||
Invesco Japan
9
|
One-, Three- and Five-year performance against the appropriate Micropol benchmark. |
8 | Invesco Senior Secureds bonus is based on annual measures of equity return and standard tests of collateralization performance. | |
9 | 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
I-1
I-2
Fund
February 29, 2012
February 28, 2011
$
50,000
$
24,795
247,102
102,370
Compensation Accrued for the Fiscal Year ended
Fund Name
2009
2010
$
97,229
$
92,232
Fiscal Year ended
Fund Name
2009
2010
$
66,700
105,649
J-1
Fund Name
2012
2011
2010
2009
$
978
$
0
$
0
$
2,260
$
44,108
$
37,800
$
76,306
$
75,715
1
The Fund incurs brokerage commissions occasionally as a result of trading equity
securities received through exchange offerings. The total amount of the commissions is an
immaterial amount in context of the Fund.
K-1
SECURITIES OF REGULAR BROKERS OR DEALERS
Related Brokerage
Commissions for
Transactions
fiscal year ended
for fiscal year ended
Fund Name
2012
2012
$978
$194,555
0
0
Fund
Security
Market Value
(as of February 29, 2012)
Goldman Sachs Group, Inc. (The)
$25,768,941
Merrill Lynch
$11,934,062
Morgan Stanley
$17,375,619
L-1
L-2
L-3
L-4
L-5
L-6
L-7
L-8
L-9
L-10
L-11
L-12
L-13
L-14
L-15
L-16
L-17
L-18
L-19
L-20
L-21
L-22
L-23
L-24
L-25
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 Opportunities 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 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 Select Companies Fund
Invesco Select Opportunities Fund
Invesco Small Cap Equity Fund
Invesco Small Cap Growth Fund
Invesco Summit Fund
Invesco Technology Fund
Invesco Technology Sector Fund
Invesco U.S. Quantitative Core Fund
Invesco Utilities Fund
Invesco American Franchise Fund
Invesco American Value Fund
Invesco Comstock Fund
Invesco Equity and Income Fund
Invesco Growth and Income Fund
Invesco Leaders Fund
Invesco Mid Cap Growth Fund
Invesco Small Cap Discovery Fund
Invesco Small Cap Value Fund
Invesco 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
5.50
%
5.82
%
5.00
%
4.50
4.71
4.00
3.50
3.63
3.00
2.75
2.83
2.25
2.00
2.04
1.75
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 Corporate Bond Fund
Invesco High Yield Municipal Fund
Invesco Municipal Income Fund
Invesco New York Tax Free Income Fund
Invesco Pennsylvania Tax Free Income Fund
Invesco 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
4.25
4.44
4.00
3.50
3.63
3.25
2.50
2.56
2.25
2.00
2.04
1.75
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
1.00
%
1.01
%
0.75
%
0.75
0.76
0.50
0.50
0.50
0.40
Invesco Intermediate Term Municipal Income 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
2.50
%
2.56
%
2.00
%
1.75
1.78
1.50
1.25
1.27
1.00
plus 0.50% of the next $46 million
plus 0.25% of amounts in excess of $50 million
plus 0.50% of the next $46 million
plus 0.25% of amounts in excess of $50 million
plus 0.25% of amounts in excess of $20 million
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;
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.
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).
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.
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).
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.
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.
Reinvestment of dividends and capital gains distributions acquired during the
13-month LOI period will not be applied to the LOI.
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.
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.
The Transfer Agent will process necessary adjustments upon the expiration or
completion date of the LOI.
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.
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 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.
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.
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.
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.
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 such persons;
Any current or retired officer, director, or employee (and members of his or her
Immediate Family) of DST Systems, Inc. or Fiserv Output Solutions, a division of Fiserv
Solutions, Inc. with accounts established as of July 31, 2012;
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;
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;
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;
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;
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;
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;
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;
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;
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; and
Unitholders of Invesco 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.
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
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 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
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
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 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.
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
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
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
plus 0.50% of amounts in excess of $5 million
Redemptions of shares of Category I, II or IV Funds held more than 18 months;
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
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;
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;
Minimum required distributions made in connection with an IRA, money purchase plan,
profit sharing plan, Solo 401(k) 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;
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
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.
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;
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;
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;
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;
Liquidation initiated by the Fund when the account value falls below the minimum
required account size of $500; and
Investment account(s) of Invesco and its affiliates.
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;
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
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.
an annual custodial fee on accounts where Invesco Distributors acts as the prototype
sponsor;
expedited mailing fees in response to overnight redemption requests; and
copying and mailing charges in response to requests for duplicate statements.
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.
M-1
Class A
Class B
Class C
Class R
Institutional
Investor
Fund
Shares
Shares
Shares
Shares
Class Shares
Class Shares
$
145,634
$
62,494
$
75,902
N/A
N/A
N/A
1,811,789
114,391
518,965
$
16,630
$
0
N/A
Unreimbursed
Distribution-
Fund Name
Related Expenses
$
68,162,096
$
4,240
Unreimbursed
Distribution-
Fund Name
Related Expenses
$
0
$
67,870
N-1
Printing &
Underwriters
Dealers
Travel Relating
Advertising
Mailing
Seminars
Compensation
Compensation
Personnel
to Marketing
$
0
$
0
$
0
$
0
$
145,634
$
0
$
0
0
0
0
0
1,811,789
0
0
Printing &
Underwriters
Dealers
Travel Relating
Advertising
Mailing
Seminars
Compensation
Compensation
Personnel
to Marketing
$
0
$
0
$
0
$
41,663
$
20,381
$
450
$
0
58
0
0
0
113,985
348
0
Printing &
Underwriters
Dealers
Travel Relating
Advertising
Mailing
Seminars
Compensation
Compensation
Personnel
to Marketing
$
0
$
0
$
0
$
11,893
$
61,530
$
2,479
0
796
0
398
23,713
490,077
3,583
398
Printing &
Underwriters
Dealers
Travel Relating
Advertising
Mailing
Seminars
Compensation
Compensation
Personnel
to Marketing
N/A
N/A
N/A
N/A
N/A
N/A
N/A
$
193
$
7
$
49
$
1,865
$
13,672
$
778
$
66
O-1
O-2
February 29, 2012
February 28, 2011
Sales
Amount
Sales
Amount
Fund
Charge
Retained
Charge
Retained
$
35,137
$
3,027
$
16,141
$
1,309
1,443,370
127,621
526,743
57,049
Fund
February 29, 2012
February 28, 2011
$
17,089
$
13,600
96,811
57,049
Fund Name
2009
2010
Front End
$
N/A
$
7,687
Amount Retained
10,095
4,470
CDSCs
142
23
Front End
$
N/A
$
N/A
CDSCs
53,646
25,889
Front End
$
N/A
$
N/A
CDSCs
628
1,273
Total Underwriting
Amounts Retained
Fund Name
Commissions
by Distributor
$
1,927,611
$
221,089
$
1,864,600
$
226,200
C-1
C-2
C-3
C-4
C-5
C-6
C-7
C-8
C-9
C-10
C-11
C-12
C-13
C-14
C-15
C-16
C-17
C-18
C-19
Item 28.
Exhibits
a
(1)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
b
(1
)
-
-
-
-
-
c
-
d
(1
)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(2
)
-
-
-
-
-
e
(1
)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(2
)
-
-
-
-
-
-
(3
)
-
(4
)
-
f
(1
)
-
(2
)
-
g
(1
)
-
-
-
-
-
-
-
(2
)
-
(3
)
-
h
(1
)
-
-
-
(2
)
-
-
-
-
-
-
-
(3
)
-
(4
)
-
(5
)
-
(6
)
-
(7
)
-
(8
)
-
June 30, 2003.
(9)
(9
)
-
i
-
j
-
k
-
l
(1
)
-
(2
)
-
(3
)
-
(4
)
-
(5
)
-
m
(1
)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(2
)
-
-
-
(3
)
-
-
-
-
-
(4
)
-
-
-
-
-
-
-
-
-
(5
)
-
-
-
-
(6
)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(7
)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
shares).
(26)
-
-
-
-
-
(8
)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(9
)
-
-
-
-
(10
)
-
(11
)
-
(12
)
-
(13
)
-
(14
)
-
(15
)
-
n
(1
)
-
o
-
p
(1
)
-
(2
)
-
(3
)
-
(4
)
-
(5
)
-
(6
)
-
(7
)
-
(8
)
-
q
(1
)
-
(2
)
-
(1)
Incorporated herein by reference to Post-Effective Amendment No. 7 filed electronically on November 21, 1996.
(2)
Incorporated herein by reference to Post-Effective Amendment No. 14 filed electronically on November 15, 2000.
(3)
Incorporated herein by reference to Post-Effective Amendment No. 17 filed electronically on December 21, 2001.
(4)
Incorporated herein by reference to Post-Effective Amendment No. 21 filed electronically on November 20, 2002.
(5)
Incorporated herein by reference to Post-Effective Amendment No. 22 filed electronically on July 7, 2003.
(6)
Incorporated herein by reference to Post-Effective Amendment No. 23 filed electronically on August 28, 2003.
(7)
Incorporated herein by reference to Post-Effective Amendment No. 24 filed electronically on October 28, 2003.
(8)
Incorporated herein by reference to Post-Effective Amendment No. 25 filed electronically on March 1, 2004.
(9)
Incorporated herein by reference to Post-Effective Amendment No. 26 filed electronically on April 30, 2004.
(10)
Incorporated herein by reference to Post-Effective Amendment No. 27 filed electronically on November 19, 2004.
(11)
Incorporated herein by reference to Post-Effective Amendment No. 30 filed electronically on August 24, 2005.
(12)
Incorporated herein by reference to Post-Effective Amendment No. 31 filed electronically on October 20, 2005.
(13)
Incorporated herein by reference to Post Effective Amendment No. 32, filed electronically on September 14, 2006.
(14)
Incorporated herein by reference to Post-Effective Amendment No. 33 filed electronically on November 16, 2006.
(15)
Incorporated herein by reference to Post-Effective Amendment No. 34 filed electronically on November 14, 2007.
(16)
Incorporated herein by reference to Post-Effective Amendment No. 35 filed electronically on February 20, 2008.
(17)
Incorporated herein by reference to Post Effective Amendment No. 37 filed electronically on September 22, 2008.
(18)
Incorporated herein by reference to Post Effective Amendment No. 38 filed electronically on November 18, 2008.
(19)
Incorporated herein by reference to Post Effective Amendment No. 39 filed electronically on November 19, 2009.
(20)
Incorporated herein by reference to Post Effective Amendment No. 40 filed electronically on November 25, 2009.
(21)
Incorporated herein by reference to Post Effective Amendment No. 41 filed electronically on December 11, 2009.
(22)
Incorporated herein by reference to Post Effective Amendment No. 44 filed electronically on February 12, 2010.
(23)
Incorporated herein by reference to Post Effective Amendment No. 45 filed electronically on February 12, 2010.
(24)
Incorporated herein by reference to Post Effective Amendment No. 46 filed electronically on April 21, 2010.
(25)
Incorporated herein by reference to Post Effective Amendment No. 47 filed electronically on May 28, 2010.
(26)
Incorporated herein by reference to Post Effective Amendment No. 48 filed electronically on June 29, 2010.
(27)
Incorporated herein by reference to Post Effective Amendment No. 49 filed electronically on October 21, 2010.
(28)
Incorporated herein by reference to Post Effective Amendment No. 51 filed electronically on December 21, 2010.
(29)
Incorporated herein by reference to Post-Effective Amendment No. 52 filed electronically on January 27, 2011.
(30)
Incorporated herein by reference to Post-Effective Amendment No. 55 filed electronically on May 23, 2011.
(31)
Incorporated herein by reference to Post-Effective Amendment No. 56 filed electronically on June 27, 2011.
(32)
Incorporated herein by reference to Post Effective Amendment No. 58 filed electronically on June 26, 2012.
(33)
Filed herewith electronically.
Item 29.
Persons Controlled by or Under Common Control With the Fund
Item 30.
Indemnification
Item 31.
Business and Other Connection of the Investment Adviser
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 Sector Funds (Invesco Sector Funds)
AIM Tax-Exempt Funds (Invesco Tax-Exempt 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
(b)
The following table sets forth information with respect to each director, officer or partner of Invesco
Distributors, Inc.
Name and Principal
Positions and Offices with
Positions and Offices
Business Address*
Underwriter
with Registrant
Director
None
Director, President
Assistant Vice President
Director
Assistant Vice President
Executive Vice President
None
Executive Vice President
Vice President
Executive Vice President
None
Executive Vice President
None
Executive Vice President
None
Senior Vice President
Assistant Vice President
Senior Vice President &
Secretary
Senior Vice President,
Chief Legal Officer &
Secretary
Senior Vice President
None
Senior Vice President
None
Senior Vice President
None
Senior Vice President
Assistant Vice President
Senior Vice President
None
Senior Vice President
None
Senior Vice President
None
Treasurer & Chief
Financial Officer
None
Chief Compliance Officer
None
Anti-Money Laundering
Compliance Officer
Anti-Money Laundering
Compliance Officer
*
11 Greenway Plaza, Suite 1000, Houston, Texas 77046-1173
(c)
Not applicable.
Item 33.
Location of Accounts and Records
An der Welle 5
1
st
Floor
Frankfurt, Germany 60322
30 Finsbury Square
London, United Kingdom
EC2A 1AG
Roppongi Hills Mori Tower 14F
6-10-1 Roppongi
Minato-ku, Tokyo 106-6114
333 Collins Street, Level 26
Melbourne Vic 3000, Australia
41/F, Citibank Tower
3 Garden Road, Central
Hong Kong
1166 Avenue of the Americas
New York, NY 10036
5140 Yonge Street
Suite 900
Toronto, Ontario
Canada M2N 6X7
Item 34.
Management Services
Item 35.
Undertakings
C-20
Registrant:
AIM INVESTMENT SECURITIES FUNDS
(INVESCO INVESTMENT SECURUTIES FUNDS)
By:
/s/ Philip A. Taylor
SIGNATURES
TITLE
DATE
/s/ Philip A. Taylor
Trustee & President
(Principal Executive Officer)
September 21, 2012
/s/ David C. Arch*
Trustee
September 21, 2012
/s/ Frank S. Bayley*
Trustee
September 21, 2012
/s/ James T. Bunch*
Trustee
September 21, 2012
/s/ Bruce L. Crockett*
Chair & Trustee
September 21, 2012
/s/ Rod Dammeyer*
Trustee
September 21, 2012
/s/ Albert R. Dowden*
Trustee
September 21, 2012
/s/ Martin L. Flanagan*
Trustee
September 21, 2012
/s/ Jack M. Fields*
Trustee
September 21, 2012
/s/ Carl Frischling*
Trustee
September 21, 2012
/s/ Prema Mathai-Davis*
Trustee
September 21, 2012
/s/ Larry Soll*
Trustee
September 21, 2012
SIGNATURES
TITLE
DATE
/s/ Hugo F. Sonnenschein*
Trustee
September 21, 2012
/s/ Raymond Stickel, Jr.*
Trustee
September 21, 2012
/s/ Wayne W. Whalen*
Trustee
September 21, 2012
Vice President & Treasurer
/s/ Sheri Morris
(Principal Financial and
Accounting Officer)
/s/ Philip A. Taylor
Attorney-in-Fact
Exhibit
Number
Description
Amendment No. 16, dated September 24, 2012, to Amended and
Restated Agreement and Declaration of Trust of Registrant.
Amendment No. 32 dated July 30, 2012, to the First Restated Master Distribution Agreement (all
classes of Shares except Class B and Class B5 shares).
Amendment No. 6, dated July 1,
2012, to the Second Amended and Restated Master Administrative
Services Agreement dated July 1, 2006, between Registrant and
Invesco Advisers, Inc.
Memorandum of Agreement, regarding expense limitations, dated July 1, 2012, between Registrant
and Invesco Advisers, Inc.
Memorandum of Agreement, regarding
advisory fee waivers, dated July 1, 2012, between Registrant
and Invesco Advisers, Inc.
Opinion and Consent of Stradley Ronon Stevens & Young, LLP
Consent of PricewaterhouseCoopers LLP
Nineteenth Amended and Restated
Multiple Class Plan of the Invesco Family of Funds® effective
December 12, 2001, as amended and restated effective July 16, 2012.
|
By: |
/s/ John M. Zerr
|
||||
|
Name: | John M. Zerr | ||||
|
Title: | Senior Vice President |
AIM INVESTMENT SECURITIES FUNDS (INVESCO INVESTMENT SECURITIES FUNDS)
PORTFOLIOS AND CLASSES THEREOF
PORTFOLIO
CLASSES OF EACH PORTFOLIO
Class A Shares
Class B Shares
Class C Shares
Class R Shares
Class R5 Shares
Class R6 Shares
Class Y Shares
Investor Class Shares
Class A Shares
Class B Shares
Class C Shares
Class R Shares
Class R6 Shares
Class Y Shares
Class A Shares
Class B Shares
Class C Shares
Class R5 Shares
Class R6 Shares
Class Y Shares
Investor Class Shares
Class A Shares
Class B Shares
Class C Shares
Class Y Shares
Class A Shares
Class A2 Shares
Class R5 Shares
Class Y Shares
Class AX Shares
Class B Shares
Class BX Shares
Class C Shares
Class CX Shares
Class R Shares
Class R5 Shares
Class Y Shares
AIM Cash Reserve Shares
Investor Class Shares
PORTFOLIO
CLASSES OF EACH PORTFOLIO
Class A Shares
Class B Shares
Class C Shares
Class Y Shares
Investor Class Shares
Class A Shares
Class B Shares
Class C Shares
Class R Shares
Class R5 Shares
Class R6 Shares
Class Y Shares
Investor Class Shares
Class A Shares
Class C Shares
Class R Shares
Class R5 Shares
Class R6 Shares
Class Y Shares
Class A Shares
Class B Shares
Class C Shares
Class R Shares
Class R5 Shares
Class Y Shares
Investor Class Shares
Class A Shares
Class B Shares
Class C Shares
Class R Shares
Class R5 Shares
Class R6 Shares
Class Y Shares
Invesco Core Plus Bond Fund
|
Class A | |
|
Class C | |
|
Class R | |
|
Class Y | |
|
Institutional Class | |
|
||
Invesco Floating Rate Fund
|
Class A | |
|
Class C | |
|
Class R | |
|
Class Y | |
|
Institutional Class |
Invesco
Global Real Estate Income Fund
|
Class A | |
|
Class C | |
|
Class Y | |
|
Institutional Class | |
|
||
Invesco U.S. Quantitative Core Fund
|
Class A | |
|
Class C | |
|
Class R | |
|
Class Y | |
|
Institutional Class | |
|
Investor Class | |
|
||
Invesco California Tax-Free Income Fund
|
Class A
Class C |
|
|
Class Y | |
|
||
Invesco Equally-Weighted S&P 500 Fund
|
Class A | |
|
Class C | |
|
Class R | |
|
Class Y | |
|
||
Invesco S&P 500 Index Fund
|
Class A | |
|
Class C | |
|
Class Y | |
|
||
Invesco Van Kampen American Franchise Fund
|
Class A | |
|
Class C | |
|
Class R | |
|
Class Y | |
|
Institutional Class | |
|
||
Invesco Van Kampen Equity and Income Fund
|
Class A
Class C |
|
|
Class R | |
|
Class Y | |
|
Institutional Class | |
|
||
Invesco Van Kampen Growth and Income Fund
|
Class A
Class C |
|
|
Class R | |
|
Class Y | |
|
Institutional Class | |
|
||
Invesco Van Kampen Pennsylvania Tax Free
Income Fund
|
Class A
Class C |
|
|
Class Y | |
|
||
Invesco Van Kampen Small Cap Growth Fund
|
Class A | |
|
Class C | |
|
Class Y |
2
Invesco Capital Development Fund
|
Class A | |
|
Class C | |
|
Class R | |
|
Class Y | |
|
Institutional Class | |
|
Investor Class | |
|
||
Invesco Charter Fund
|
Class A | |
|
Class C | |
|
Class R | |
|
Class S | |
|
Class Y | |
|
Institutional Class | |
|
||
Invesco Constellation Fund
|
Class A | |
|
Class C | |
|
Class R | |
|
Class Y | |
|
Institutional Class | |
|
||
Invesco Disciplined Equity Fund
|
Class Y | |
|
||
Invesco Diversified Dividend Fund
|
Class A | |
|
Class C | |
|
Class R | |
|
Class Y | |
|
Institutional Class | |
|
Investor Class | |
|
||
Invesco Summit Fund
|
Class A | |
|
Class C | |
|
Class P | |
|
Class S | |
|
Class Y | |
|
Institutional Class |
Invesco European Small Company Fund
|
Class A | |
|
Class C | |
|
Class Y | |
|
||
Invesco Global Core Equity Fund
|
Class A | |
|
Class C | |
|
Class R | |
|
Class Y | |
|
Institutional Class |
3
Invesco International Small Company Fund
|
Class A
Class C |
|
|
Class Y | |
|
Institutional Class | |
|
||
Invesco Small Cap Equity Fund
|
Class A | |
|
Class C | |
|
Class R | |
|
Class Y | |
|
Institutional Class |
Invesco Balanced-Risk Retirement Now Fund
|
Class A
Class A5 |
|
|
Class C | |
|
Class C5 | |
|
Class R | |
|
Class R5 | |
|
Class Y | |
|
Institutional Class | |
|
||
Invesco Balanced-Risk Retirement 2020 Fund
|
Class A
Class A5 |
|
|
Class C | |
|
Class C5 | |
|
Class R | |
|
Class R5 | |
|
Class Y | |
|
Institutional Class | |
|
||
Invesco Balanced-Risk Retirement 2030 Fund
|
Class A
Class A5 |
|
|
Class C | |
|
Class C5 | |
|
Class R | |
|
Class R5 | |
|
Class Y | |
|
Institutional Class | |
|
||
Invesco Balanced-Risk Retirement 2040 Fund
|
Class A
Class A5 |
|
|
Class C | |
|
Class C5 | |
|
Class R | |
|
Class R5 | |
|
Class Y | |
|
Institutional Class |
4
Invesco Balanced-Risk Retirement 2050 Fund
|
Class A
Class A5 |
|
|
Class C | |
|
Class C5 | |
|
Class R | |
|
Class R5 | |
|
Class Y | |
|
Institutional Class | |
|
||
Invesco Convertible Securities Fund
|
Class A | |
|
Class C | |
|
Class Y | |
|
Institutional Class | |
|
||
Invesco Global Quantitative Core Fund
|
Class A | |
|
Class C | |
|
Class R | |
|
Class Y | |
|
Institutional Class | |
|
||
Invesco Growth Allocation Fund
|
Class A | |
|
Class C | |
|
Class R | |
|
Class S | |
|
Class Y | |
|
Institutional Class | |
|
||
Invesco Income Allocation Fund
|
Class A | |
|
Class C | |
|
Class R | |
|
Class Y | |
|
Institutional Class | |
|
||
Invesco International Allocation Fund
|
Class A | |
|
Class C | |
|
Class R | |
|
Class Y | |
|
Institutional Class | |
|
||
Invesco Mid Cap Core Equity Fund
|
Class A | |
|
Class C | |
|
Class R | |
|
Class Y | |
|
Institutional Class | |
|
||
Invesco Moderate Allocation Fund
|
Class A | |
|
Class C | |
|
Class R | |
|
Class S | |
|
Class Y | |
|
Institutional Class |
5
Invesco Conservative Allocation
Fund
|
Class A | |
|
Class C | |
|
Class R | |
|
Class S | |
|
Class Y | |
|
Institutional Class | |
|
||
Invesco Small Cap Growth Fund
|
Class A | |
|
Class C | |
|
Class R | |
|
Class Y | |
|
Institutional Class | |
|
Investor Class | |
|
||
Invesco Van Kampen Leaders Fund
|
Class A | |
|
Class C | |
|
Class Y | |
|
||
Invesco Van Kampen U.S. Mortgage Fund
|
Class A | |
|
Class C | |
|
Class Y | |
|
Institutional Class |
Invesco Asia Pacific Growth Fund
|
Class A | |
|
Class C | |
|
Class Y | |
|
||
Invesco European Growth Fund
|
Class A | |
|
Class C | |
|
Class R | |
|
Class Y | |
|
Investor Class | |
|
||
Invesco Global Growth Fund
|
Class A | |
|
Class C | |
|
Class Y | |
|
Institutional Class | |
|
||
Invesco Global Opportunities Fund
|
Class A | |
|
Class C | |
|
Class R | |
|
Class Y | |
|
Institutional Class |
6
Invesco Global Select
Companies Fund
|
Class A | |
|
Class C | |
|
Class R | |
|
Class Y | |
|
Institutional Class | |
|
||
Invesco Global Small & Mid Cap Growth
Fund
|
Class A
Class C |
|
|
Class Y | |
|
Institutional Class | |
|
||
Invesco International Core Equity Fund
|
Class A | |
|
Class C | |
|
Class R | |
|
Class Y | |
|
Institutional Class | |
|
Investor Class | |
|
||
Invesco International Growth Fund
|
Class A | |
|
Class C | |
|
Class R | |
|
Class Y | |
|
Institutional Class |
Invesco Balanced-Risk Allocation Fund
|
Class A | |
|
Class C | |
|
Class R | |
|
Class Y | |
|
Institutional Class | |
|
||
Invesco Balanced-Risk Commodity Strategy
Fund
|
Class A
Class C |
|
|
Class R | |
|
Class Y | |
|
Institutional Class | |
|
||
Invesco China Fund
|
Class A | |
|
Class C | |
|
Class Y | |
|
Institutional Class | |
|
||
Invesco Developing Markets Fund
|
Class A | |
|
Class C | |
|
Class Y | |
|
Institutional Class | |
|
||
Invesco Emerging Market Local Currency Debt
Fund
|
Class A
Class C |
|
|
Class R | |
|
Class Y | |
|
Institutional Class |
7
Invesco Emerging Markets Equity Fund
|
Class A | |
|
Class C | |
|
Class R | |
|
Class Y | |
|
Institutional Class | |
|
||
Invesco Global Health Care Fund
|
Class A | |
|
Class C | |
|
Class Y | |
|
Investor Class | |
|
||
Invesco International Total Return Fund
|
Class A | |
|
Class C | |
|
Class Y | |
|
Institutional Class | |
|
||
Invesco Endeavor Fund
|
Class A | |
|
Class C | |
|
Class R | |
|
Class Y | |
|
Institutional Class | |
|
||
Invesco Small Companies Fund
|
Class A | |
|
Class C | |
|
Class R | |
|
Class Y | |
|
Institutional Class | |
|
||
Invesco Commodities Strategy Fund
|
Class A | |
|
Class C | |
|
Class R | |
|
Class Y | |
|
Institutional Class | |
|
||
Invesco Pacific Growth Fund
|
Class A | |
|
Class C | |
|
Class R | |
|
Class Y | |
|
Institutional Class | |
|
||
Invesco
Premium Income Fund
|
Class A | |
|
Class C | |
|
Class R | |
|
Class Y | |
|
Institutional Class |
8
Invesco Dynamics Fund
|
Class A | |
|
Class C | |
|
Class R | |
|
Class Y | |
|
Institutional Class | |
|
Investor Class | |
|
||
Invesco Global Real Estate Fund
|
Class A | |
|
Class C | |
|
Class R | |
|
Class Y | |
|
Institutional Class | |
|
||
Invesco High Yield Fund
|
Class A | |
|
Class C | |
|
Class Y | |
|
Institutional Class | |
|
Investor Class | |
|
||
Invesco Limited Maturity Treasury Fund
|
Class A
Class A2 |
|
|
Class Y | |
|
Institutional Class | |
|
||
Invesco Money Market Fund
|
AIM Cash Reserve Shares | |
|
Class A5 | |
|
Class C | |
|
Class C5 | |
|
Class R | |
|
Class Y | |
|
Institutional Class | |
|
Investor Class | |
|
||
Invesco Municipal Bond Fund
|
Class A | |
|
Class C | |
|
Class Y | |
|
Investor Class | |
|
||
Invesco Real Estate Fund
|
Class A | |
|
Class C | |
|
Class R | |
|
Class Y | |
|
Institutional Class | |
|
Investor Class |
9
Invesco Short Term Bond Fund
|
Class A | |
|
Class C | |
|
Class R | |
|
Class Y | |
|
Institutional Class | |
|
||
Invesco U.S. Government Fund
|
Class A | |
|
Class C | |
|
Class R | |
|
Class Y | |
|
Institutional Class | |
|
Investor Class | |
|
||
Invesco High Yield Securities Fund
|
Class A | |
|
Class C | |
|
Class Y | |
|
||
Invesco Van Kampen Corporate Bond Fund
|
Class A
Class C |
|
|
Class R | |
|
Class Y | |
|
Institutional Class |
Invesco Energy Fund
|
Class A | |
|
Class C | |
|
Class Y | |
|
Institutional Class | |
|
Investor Class | |
|
||
Invesco Gold & Precious Metals Fund
|
Class A | |
|
Class C | |
|
Class Y | |
|
Investor Class | |
|
||
Invesco Leisure Fund
|
Class A | |
|
Class C | |
|
Class R | |
|
Class Y | |
|
Investor Class | |
|
||
Invesco Technology Fund
|
Class A | |
|
Class C | |
|
Class Y | |
|
Institutional Class | |
|
Investor Class |
10
Invesco Utilities Fund
|
Class A | |
|
Class C | |
|
Class Y | |
|
Institutional Class | |
|
Investor Class | |
|
||
Invesco Technology Sector Fund
|
Class A | |
|
Class C | |
|
Class Y | |
|
||
Invesco Van Kampen American Value Fund
|
Class A | |
|
Class C | |
|
Class R | |
|
Class Y | |
|
Institutional Class | |
|
||
Invesco Van Kampen Comstock Fund
|
Class A | |
|
Class C | |
|
Class R | |
|
Class Y | |
|
Institutional Class | |
|
||
Invesco Van Kampen Mid Cap Growth Fund
|
Class A | |
|
Class C | |
|
Class R | |
|
Class Y | |
|
Institutional Class | |
|
||
Invesco Van Kampen Small Cap Value Fund
|
Class A | |
|
Class C | |
|
Class Y | |
|
||
Invesco Van Kampen Value Opportunities Fund
|
Class A | |
|
Class C | |
|
Class R | |
|
Class Y | |
|
Institutional Class |
Invesco Tax-Exempt Cash Fund
|
Class A | |
|
Class Y | |
|
Investor Class |
11
Invesco Tax-Free Intermediate Fund
|
Class A | |
|
Class A2 | |
|
Class Y | |
|
Institutional Class | |
|
||
Invesco Van Kampen High Yield Municipal
Fund
|
Class A
Class C |
|
|
Class Y | |
|
Institutional Class | |
|
||
Invesco Van Kampen Intermediate Term Municipal
Income
Fund |
Class A
Class C |
|
|
Class Y | |
|
||
Invesco Van Kampen Municipal Income Fund
|
Class A
Class C |
|
|
Class Y | |
|
||
Invesco Van Kampen New York Tax Free Income
Fund
|
Class A
Class C |
|
|
Class Y |
Premier Portfolio
|
Investor Class
|
|
Premier Tax-Exempt Portfolio
|
Investor Class
|
|
Premier U.S. Government Money Portfolio
|
Investor Class |
12
on behalf of the Shares of each Portfolio
listed on Schedule A |
||||
By: | /s/ John M. Zerr | |||
John M. Zerr | ||||
Senior Vice President | ||||
INVESCO DISTRIBUTORS, INC.
|
||||
By: | /s/ Gursh Kundan | |||
Gursh Kundan | ||||
Executive Vice President |
13
1. | Appendix A of the Agreement is hereby deleted in its entirety and replaced with the following: |
Portfolios | Effective Date of Agreement | |
Invesco Dynamics Fund
|
April 30, 2008 | |
Invesco Global Real Estate
|
July 1, 2006 | |
Invesco High Yield Fund
|
July 1, 2006 | |
Invesco Limited Maturity Treasury Fund
|
July 1, 2006 | |
Invesco Money Market Fund
|
July 1, 2006 | |
Invesco Municipal Bond Fund
|
July 1, 2006 | |
Invesco Real Estate Fund
|
July 1, 2006 | |
Invesco Short Term Bond Fund
|
July 1, 2006 | |
Invesco U.S. Government Fund
|
July 1, 2006 | |
Invesco High Yield Securities Fund
|
February 12, 2010 | |
Invesco Van Kampen Corporate Bond Fund
|
February 12, 2010 |
Rate* | Net Assets | |
0.023%
|
First $1.5 billion | |
0.013%
|
Next $1.5 billion | |
0.003%
|
Over $3 billion |
* | Annual minimum fee is $50,000. An additional $5,000 per class of shares is charged for each class other than the initial class. The $5,000 class fee is waived for any of the above Portfolios with insufficient assets to result in the payment of more than the minimum fee of $50,000. |
|
INVESCO ADVISERS, INC. | |||||||||
|
||||||||||
Attest:
|
/s/ Peter A. Davidson
|
By: |
/s/ John M. Zerr
Senior Vice President |
|||||||
|
||||||||||
(SEAL)
|
||||||||||
|
||||||||||
|
AIM INVESTMENT SECURITIES FUNDS
(INVESCO INVESTMENT SECURITIES FUNDS) |
|||||||||
|
||||||||||
Attest:
|
/s/ Peter A. Davidson
|
By: |
/s/ John M. Zerr
Senior Vice President |
2
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 TAX-EXEMPT FUNDS (INVESCO TAX-EXEMPT FUNDS) AIM VARIABLE INSURANCE FUNDS (INVESCO VARIABLE INSURANCE FUNDS) SHORT-TERM INVESTMENTS TRUST on behalf of the Funds listed in the Exhibits to this Memorandum of Agreement |
||||||
|
||||||
|
By:
Title: |
/s/ John M. Zerr
|
||||
|
||||||
INVESCO ADVISERS, INC. | ||||||
|
||||||
|
By:
Title: |
/s/ John M. Zerr
|
2
Contractual/ | Expense | Effective Date of | Expiration | |||||||||||||
Fund | Voluntary | Limitation | Current Limit | Date | ||||||||||||
Invesco California Tax-Free Income
Fund
Class A Shares |
Contractual | 1.50 | % | July 1, 2012 | June 30, 2013 | |||||||||||
Class B Shares
|
Contractual | 2.00 | % | July 1, 2012 | June 30, 2013 | |||||||||||
Class C Shares
|
Contractual | 2.00 | % | July 1, 2012 | June 30, 2013 | |||||||||||
Class Y Shares
|
Contractual | 1.25 | % | July 1, 2012 | June 30, 2013 | |||||||||||
|
||||||||||||||||
Invesco Core Plus Bond Fund
Class A Shares |
Contractual | 0.75 | % | June 6, 2011 | June 30, 2013 | |||||||||||
Class B Shares
|
Contractual | 1.50 | % | June 6, 2011 | June 30, 2013 | |||||||||||
Class C Shares
|
Contractual | 1.50 | % | June 6, 2011 | June 30, 2013 | |||||||||||
Class R Shares
|
Contractual | 1.00 | % | June 6, 2011 | June 30, 2013 | |||||||||||
Class Y Shares
|
Contractual | 0.50 | % | June 6, 2011 | June 30, 2013 | |||||||||||
Institutional Class Shares
|
Contractual | 0.50 | % | June 6, 2011 | June 30, 2013 | |||||||||||
|
||||||||||||||||
Invesco Equally-Weighted S&P 500 Fund
Class A Shares |
Contractual | 2.00 | % | July 1, 2012 | June 30, 2013 | |||||||||||
Class B Shares
|
Contractual | 2.75 | % | July 1, 2012 | June 30, 2013 | |||||||||||
Class C Shares
|
Contractual | 2.75 | % | July 1, 2012 | June 30, 2013 | |||||||||||
Class R Shares
|
Contractual | 2.25 | % | July 1, 2012 | June 30, 2013 | |||||||||||
Class Y Shares
|
Contractual | 1.75 | % | July 1, 2012 | June 30, 2013 | |||||||||||
|
||||||||||||||||
Invesco Floating Rate Fund
Class A Shares |
Contractual | 1.50 | % | April 14, 2006 | June 30, 2013 | |||||||||||
Class C Shares
|
Contractual | 2.00 | % | April 14, 2006 | June 30, 2013 | |||||||||||
Class R Shares
|
Contractual | 1.75 | % | April 14, 2006 | June 30, 2013 | |||||||||||
Class Y Shares
|
Contractual | 1.25 | % | October 3, 2008 | June 30, 2013 | |||||||||||
Institutional Class Shares
|
Contractual | 1.25 | % | April 14, 2006 | June 30, 2013 | |||||||||||
|
||||||||||||||||
Invesco Global Real Estate Income Fund
Class A Shares |
Contractual | 2.00 | % | July 1, 2009 | June 30, 2013 | |||||||||||
Class B Shares
|
Contractual | 2.75 | % | July 1, 2009 | June 30, 2013 | |||||||||||
Class C Shares
|
Contractual | 2.75 | % | July 1, 2009 | June 30, 2013 | |||||||||||
Class Y Shares
|
Contractual | 1.75 | % | July 1, 2009 | June 30, 2013 | |||||||||||
Institutional Class Shares
|
Contractual | 1.75 | % | July 1, 2009 | June 30, 2013 | |||||||||||
|
||||||||||||||||
Invesco S&P 500 Index Fund
Class A Shares |
Contractual | 2.00 | % | July 1, 2012 | June 30, 2013 | |||||||||||
Class B Shares
|
Contractual | 2.75 | % | July 1, 2012 | June 30, 2013 | |||||||||||
Class C Shares
|
Contractual | 2.75 | % | July 1, 2012 | June 30, 2013 | |||||||||||
Class Y Shares
|
Contractual | 1.75 | % | July 1, 2012 | June 30, 2013 | |||||||||||
|
||||||||||||||||
Invesco U.S. Quantitative Core Fund
Class A Shares |
Contractual | 2.00 | % | July 1, 2012 | June 30, 2013 | |||||||||||
Class B Shares
|
Contractual | 2.75 | % | July 1, 2012 | June 30, 2013 | |||||||||||
Class C Shares
|
Contractual | 2.75 | % | July 1, 2012 | June 30, 2013 | |||||||||||
Class R Shares
|
Contractual | 2.25 | % | July 1, 2012 | June 30, 2013 | |||||||||||
Class Y Shares
|
Contractual | 1.75 | % | July 1, 2012 | June 30, 2013 | |||||||||||
Investor Class Shares
|
Contractual | 2.00 | % | July 1, 2012 | June 30, 2013 | |||||||||||
Institutional Class Shares
|
Contractual | 1.75 | % | July 1, 2012 | June 30, 2013 | |||||||||||
|
||||||||||||||||
Invesco Van Kampen American Franchise
Fund
Class A Shares |
Contractual | 1.05 | % | May 23, 2011 | June 30, 2013 | |||||||||||
Class B Shares
|
Contractual | 1.22 | % 2 | May 23, 2011 | June 30, 2013 | |||||||||||
Class C Shares
|
Contractual | 1.80 | % | May 23, 2011 | June 30, 2013 | |||||||||||
Class R Shares
|
Contractual | 1.30 | % | May 23, 2011 | June 30, 2013 | |||||||||||
Class Y Shares
|
Contractual | 0.80 | % | May 23, 2011 | June 30, 2013 | |||||||||||
Institutional Class Shares
|
Contractual | 0.80 | % | May 23, 2011 | June 30, 2013 |
3
Contractual/ | Expense | Effective Date of | Expiration | |||||||||||||
Fund | Voluntary | Limitation | Current Limit | Date | ||||||||||||
Invesco Van Kampen Equity and Income
Fund
Class A Shares |
Contractual | 1.50 | % | July 1, 2012 | June 30, 2013 | |||||||||||
Class B Shares
|
Contractual | 2.25 | % | July 1, 2012 | June 30, 2013 | |||||||||||
Class C Shares
|
Contractual | 2.25 | % | July 1, 2012 | June 30, 2013 | |||||||||||
Class R Shares
|
Contractual | 1.75 | % | July 1, 2012 | June 30, 2013 | |||||||||||
Class Y Shares
|
Contractual | 1.25 | % | July 1, 2012 | June 30, 2013 | |||||||||||
Institutional Class Shares
|
Contractual | 1.25 | % | July 1, 2012 | June 30, 2013 | |||||||||||
|
||||||||||||||||
Invesco Van Kampen Growth and Income
Fund
Class A Shares |
Contractual | 2.00 | % | July 1, 2012 | June 30, 2013 | |||||||||||
Class B Shares
|
Contractual | 2.75 | % | July 1, 2012 | June 30, 2013 | |||||||||||
Class C Shares
|
Contractual | 2.75 | % | July 1, 2012 | June 30, 2013 | |||||||||||
Class R Shares
|
Contractual | 2.25 | % | July 1, 2012 | June 30, 2013 | |||||||||||
Class Y Shares
|
Contractual | 1.75 | % | July 1, 2012 | June 30, 2013 | |||||||||||
Institutional Class Shares
|
Contractual | 1.75 | % | July 1, 2012 | June 30, 2013 | |||||||||||
|
||||||||||||||||
Invesco Van Kampen Pennsylvania Tax
Free Income Fund
Class A Shares |
Contractual | 1.50 | % | July 1, 2012 | June 30, 2013 | |||||||||||
Class B Shares
|
Contractual | 2.25 | % | July 1, 2012 | June 30, 2013 | |||||||||||
Class C Shares
|
Contractual | 2.25 | % | July 1, 2012 | June 30, 2013 | |||||||||||
Class Y Shares
|
Contractual | 1.25 | % | July 1, 2012 | June 30, 2013 | |||||||||||
|
||||||||||||||||
Invesco Van Kampen Small Cap Growth
Fund
Class A Shares |
Contractual | 2.00 | % | July 1, 2012 | June 30, 2013 | |||||||||||
Class B Shares
|
Contractual | 2.75 | % | July 1, 2012 | June 30, 2013 | |||||||||||
Class C Shares
|
Contractual | 2.75 | % | July 1, 2012 | June 30, 2013 | |||||||||||
Class Y Shares
|
Contractual | 1.75 | % | July 1, 2012 | June 30, 2013 |
Contractual/ | Expense | Effective Date of | Expiration | |||||||||||||
Fund | Voluntary | Limitation | Current Limit | Date | ||||||||||||
Invesco Charter Fund
Class A Shares |
Contractual | 2.00 | % | July 1, 2009 | June 30, 2013 | |||||||||||
Class B Shares
|
Contractual | 2.75 | % | July 1, 2009 | June 30, 2013 | |||||||||||
Class C Shares
|
Contractual | 2.75 | % | July 1, 2009 | June 30, 2013 | |||||||||||
Class R Shares
|
Contractual | 2.25 | % | July 1, 2009 | June 30, 2013 | |||||||||||
Class S Shares
|
Contractual | 1.90 | % | September 25, 2009 | June 30, 2013 | |||||||||||
Class Y Shares
|
Contractual | 1.75 | % | July 1, 2009 | June 30, 2013 | |||||||||||
Institutional Class Shares
|
Contractual | 1.75 | % | July 1, 2009 | June 30, 2013 | |||||||||||
|
||||||||||||||||
Invesco Constellation Fund
Class A Shares |
Contractual | 2.00 | % | July 1, 2009 | June 30, 2013 | |||||||||||
Class B Shares
|
Contractual | 2.75 | % | July 1, 2009 | June 30, 2013 | |||||||||||
Class C Shares
|
Contractual | 2.75 | % | July 1, 2009 | June 30, 2013 | |||||||||||
Class R Shares
|
Contractual | 2.25 | % | July 1, 2009 | June 30, 2013 | |||||||||||
Class Y Shares
|
Contractual | 1.75 | % | July 1, 2009 | June 30, 2013 | |||||||||||
Institutional Class Shares
|
Contractual | 1.75 | % | July 1, 2009 | June 30, 2013 | |||||||||||
|
||||||||||||||||
Invesco Disciplined Equity Fund
Class Y Shares |
Contractual | 1.75 | % | July 14, 2009 | June 30, 2013 | |||||||||||
|
||||||||||||||||
Invesco Diversified Dividend Fund
Class A Shares |
Contractual | 0.95 | % | July 18, 2011 | June 30, 2013 | |||||||||||
Class B Shares
|
Contractual | 1.70 | % | July 18, 2011 | June 30, 2013 | |||||||||||
Class C Shares
|
Contractual | 1.70 | % | July 18, 2011 | June 30, 2013 | |||||||||||
Class R Shares
|
Contractual | 1.20 | % | July 18, 2011 | June 30, 2013 | |||||||||||
Class Y Shares
|
Contractual | 0.70 | % | July 18, 2011 | June 30, 2013 | |||||||||||
Investor Class Shares
|
Contractual | 0.95 | % | July 18, 2011 | June 30, 2013 | |||||||||||
Institutional Class Shares
|
Contractual | 0.70 | % | July 18, 2011 | June 30, 2013 |
4
Contractual/ | Expense | Effective Date of | Expiration | |||||||||||||
Fund | Voluntary | Limitation | Current Limit | Date | ||||||||||||
Invesco Summit Fund
Class A Shares |
Contractual | 2.00 | % | July 1, 2009 | June 30, 2013 | |||||||||||
Class B Shares
|
Contractual | 2.75 | % | July 1, 2009 | June 30, 2013 | |||||||||||
Class C Shares
|
Contractual | 2.75 | % | July 1, 2009 | June 30, 2013 | |||||||||||
Class P Shares
|
Contractual | 1.85 | % | July 1, 2009 | June 30, 2013 | |||||||||||
Class S Shares
|
Contractual | 1.90 | % | September 25, 2009 | June 30, 2013 | |||||||||||
Class Y Shares
|
Contractual | 1.75 | % | July 1, 2009 | June 30, 2013 | |||||||||||
Institutional Class Shares
|
Contractual | 1.75 | % | July 1, 2009 | June 30, 2013 |
Contractual/ | Expense | Effective Date of | Expiration | |||||||||||||
Fund | Voluntary | Limitation | Current Limit | Date | ||||||||||||
Invesco European Small Company Fund
Class A Shares |
Contractual | 2.25 | % | July 1, 2009 | June 30, 2013 | |||||||||||
Class B Shares
|
Contractual | 3.00 | % | July 1, 2009 | June 30, 2013 | |||||||||||
Class C Shares
|
Contractual | 3.00 | % | July 1, 2009 | June 30, 2013 | |||||||||||
Class Y Shares
|
Contractual | 2.00 | % | July 1, 2009 | June 30, 2013 | |||||||||||
|
||||||||||||||||
Invesco Global Core Equity Fund
Class A Shares |
Contractual | 1.25 | % | May 23, 2011 | June 30, 2013 | |||||||||||
Class B Shares
|
Contractual | 1.52 | % 2 | May 23, 2011 | June 30, 2013 | |||||||||||
Class C Shares
|
Contractual | 2.00 | % | May 23, 2011 | June 30, 2013 | |||||||||||
Class R Shares
|
Contractual | 1.50 | % | May 23, 2011 | June 30, 2013 | |||||||||||
Class Y Shares
|
Contractual | 1.00 | % | May 23, 2011 | June 30, 2013 | |||||||||||
Institutional Class Shares
|
Contractual | 1.00 | % | May 23, 2011 | June 30, 2013 | |||||||||||
|
||||||||||||||||
Invesco International Small Company
Fund
Class A Shares |
Contractual | 2.25 | % | July 1, 2009 | June 30, 2013 | |||||||||||
Class B Shares
|
Contractual | 3.00 | % | July 1, 2009 | June 30, 2013 | |||||||||||
Class C Shares
|
Contractual | 3.00 | % | July 1, 2009 | June 30, 2013 | |||||||||||
Class Y Shares
|
Contractual | 2.00 | % | July 1, 2009 | June 30, 2013 | |||||||||||
Institutional Class Shares
|
Contractual | 2.00 | % | July 1, 2009 | June 30, 2013 | |||||||||||
|
||||||||||||||||
Invesco Small Cap Equity Fund
Class A Shares |
Contractual | 2.00 | % | July 1, 2009 | June 30, 2013 | |||||||||||
Class B Shares
|
Contractual | 2.75 | % | July 1, 2009 | June 30, 2013 | |||||||||||
Class C Shares
|
Contractual | 2.75 | % | July 1, 2009 | June 30, 2013 | |||||||||||
Class R Shares
|
Contractual | 2.25 | % | July 1, 2009 | June 30, 2013 | |||||||||||
Class Y Shares
|
Contractual | 1.75 | % | July 1, 2009 | June 30, 2013 | |||||||||||
Institutional Class Shares
|
Contractual | 1.75 | % | July 1, 2009 | June 30, 2013 |
Contractual/ | Expense | Effective Date of | Expiration | |||||||||||||
Fund | Voluntary | Limitation | Current Limit | Date | ||||||||||||
Invesco Balanced-Risk Retirement 2020
Fund
Class A Shares |
Contractual | 0.25 | % | November 4, 2009 | April 30, 2013 | |||||||||||
Class A5 Shares
|
Contractual | 0.25 | % | February 12, 2010 | April 30, 2013 | |||||||||||
Class B Shares
|
Contractual | 1.00 | % | November 4, 2009 | April 30, 2013 | |||||||||||
Class C Shares
|
Contractual | 1.00 | % | November 4, 2009 | April 30, 2013 | |||||||||||
Class C5 Shares
|
Contractual | 1.00 | % | February 12, 2010 | April 30, 2013 | |||||||||||
Class R Shares
|
Contractual | 0.50 | % | November 4, 2009 | April 30, 2013 | |||||||||||
Class R5 Shares
|
Contractual | 0.50 | % | February 12, 2010 | April 30, 2013 | |||||||||||
Class Y Shares
|
Contractual | 0.00 | % | November 4, 2009 | April 30, 2013 | |||||||||||
Institutional Class Shares
|
Contractual | 0.00 | % | November 4, 2009 | April 30, 2013 |
5
Contractual/ | Expense | Effective Date of | Expiration | |||||||||||||
Fund | Voluntary | Limitation | Current Limit | Date | ||||||||||||
Invesco Balanced-Risk Retirement 2030
Fund
Class A Shares |
Contractual | 0.25 | % | November 4, 2009 | April 30, 2013 | |||||||||||
Class A5 Shares
|
Contractual | 0.25 | % | February 12, 2010 | April 30, 2013 | |||||||||||
Class B Shares
|
Contractual | 1.00 | % | November 4, 2009 | April 30, 2013 | |||||||||||
Class C Shares
|
Contractual | 1.00 | % | November 4, 2009 | April 30, 2013 | |||||||||||
Class C5 Shares
|
Contractual | 1.00 | % | February 12, 2010 | April 30, 2013 | |||||||||||
Class R Shares
|
Contractual | 0.50 | % | November 4, 2009 | April 30, 2013 | |||||||||||
Class R5 Shares
|
Contractual | 0.50 | % | February 12, 2010 | April 30, 2013 | |||||||||||
Class Y Shares
|
Contractual | 0.00 | % | November 4, 2009 | April 30, 2013 | |||||||||||
Institutional Class Shares
|
Contractual | 0.00 | % | November 4, 2009 | April 30, 2013 | |||||||||||
|
||||||||||||||||
Invesco Balanced-Risk Retirement 2040
Fund
Class A Shares |
Contractual | 0.25 | % | November 4, 2009 | April 30, 2013 | |||||||||||
Class A5 Shares
|
Contractual | 0.25 | % | February 12, 2010 | April 30, 2013 | |||||||||||
Class B Shares
|
Contractual | 1.00 | % | November 4, 2009 | April 30, 2013 | |||||||||||
Class C Shares
|
Contractual | 1.00 | % | November 4, 2009 | April 30, 2013 | |||||||||||
Class C5 Shares
|
Contractual | 1.00 | % | February 12, 2010 | April 30, 2013 | |||||||||||
Class R Shares
|
Contractual | 0.50 | % | November 4, 2009 | April 30, 2013 | |||||||||||
Class R5 Shares
|
Contractual | 0.50 | % | February 12, 2010 | April 30, 2013 | |||||||||||
Class Y Shares
|
Contractual | 0.00 | % | November 4, 2009 | April 30, 2013 | |||||||||||
Institutional Class Shares
|
Contractual | 0.00 | % | November 4, 2009 | April 30, 2013 | |||||||||||
|
||||||||||||||||
Invesco Balanced-Risk Retirement 2050
Fund
Class A Shares |
Contractual | 0.25 | % | November 4, 2009 | April 30, 2013 | |||||||||||
Class A5 Shares
|
Contractual | 0.25 | % | February 12, 2010 | April 30, 2013 | |||||||||||
Class B Shares
|
Contractual | 1.00 | % | November 4, 2009 | April 30, 2013 | |||||||||||
Class C Shares
|
Contractual | 1.00 | % | November 4, 2009 | April 30, 2013 | |||||||||||
Class C5 Shares
|
Contractual | 1.00 | % | February 12, 2010 | April 30, 2013 | |||||||||||
Class R Shares
|
Contractual | 0.50 | % | November 4, 2009 | April 30, 2013 | |||||||||||
Class R5 Shares
|
Contractual | 0.50 | % | February 12, 2010 | April 30, 2013 | |||||||||||
Class Y Shares
|
Contractual | 0.00 | % | November 4, 2009 | April 30, 2013 | |||||||||||
Institutional Class Shares
|
Contractual | 0.00 | % | November 4, 2009 | April 30, 2013 | |||||||||||
|
||||||||||||||||
Invesco Balanced-Risk Retirement Now
Fund
Class A Shares |
Contractual | 0.25 | % | November 4, 2009 | April 30, 2013 | |||||||||||
Class A5 Shares
|
Contractual | 0.25 | % | February 12, 2010 | April 30, 2013 | |||||||||||
Class B Shares
|
Contractual | 1.00 | % | November 4, 2009 | April 30, 2013 | |||||||||||
Class C Shares
|
Contractual | 1.00 | % | November 4, 2009 | April 30, 2013 | |||||||||||
Class C5 Shares
|
Contractual | 1.00 | % | February 12, 2010 | April 30, 2013 | |||||||||||
Class R Shares
|
Contractual | 0.50 | % | November 4, 2009 | April 30, 2013 | |||||||||||
Class R5 Shares
|
Contractual | 0.50 | % | February 12, 2010 | April 30, 2013 | |||||||||||
Class Y Shares
|
Contractual | 0.00 | % | November 4, 2009 | April 30, 2013 | |||||||||||
Institutional Class Shares
|
Contractual | 0.00 | % | November 4, 2009 | April 30, 2013 | |||||||||||
|
||||||||||||||||
Invesco Conservative Allocation Fund
Class A Shares |
Contractual | 1.50 | % | July 1, 2012 | June 30, 2013 | |||||||||||
Class B Shares
|
Contractual | 2.25 | % | July 1, 2012 | June 30, 2013 | |||||||||||
Class C Shares
|
Contractual | 2.25 | % | July 1, 2012 | June 30, 2013 | |||||||||||
Class R Shares
|
Contractual | 1.75 | % | July 1, 2012 | June 30, 2013 | |||||||||||
Class S Shares
|
Contractual | 1.40 | % | July 1, 2012 | June 30, 2013 | |||||||||||
Class Y Shares
|
Contractual | 1.25 | % | July 1, 2012 | June 30, 2013 | |||||||||||
Institutional Class Shares
|
Contractual | 1.25 | % | July 1, 2012 | June 30, 2013 | |||||||||||
|
||||||||||||||||
Invesco Convertible Securities Fund
Class A Shares |
Contractual | 1.50 | % | July 1, 2012 | June 30, 2013 | |||||||||||
Class B Shares
|
Contractual | 2.25 | % | July 1, 2012 | June 30, 2013 | |||||||||||
Class C Shares
|
Contractual | 2.25 | % | July 1, 2012 | June 30, 2013 | |||||||||||
Class Y Shares
|
Contractual | 1.25 | % | July 1, 2012 | June 30, 2013 | |||||||||||
Institutional Class Shares
|
Contractual | 1.25 | % | July 1, 2012 | June 30, 2013 | |||||||||||
|
||||||||||||||||
See page 14 for footnotes to Exhibit A.
|
6
Contractual/ | Expense | Effective Date of | Expiration | |||||||||||||
Fund | Voluntary | Limitation | Current Limit | Date | ||||||||||||
Invesco Global Quantitative Core Fund
Class A Shares |
Contractual | 2.25 | % | July 1, 2009 | June 30, 2013 | |||||||||||
Class B Shares
|
Contractual | 3.00 | % | July 1, 2009 | June 30, 2013 | |||||||||||
Class C Shares
|
Contractual | 3.00 | % | July 1, 2009 | June 30, 2013 | |||||||||||
Class R Shares
|
Contractual | 2.50 | % | July 1, 2009 | June 30, 2013 | |||||||||||
Class Y Shares
|
Contractual | 2.00 | % | July 1, 2009 | June 30, 2013 | |||||||||||
Institutional Class Shares
|
Contractual | 2.00 | % | July 1, 2009 | June 30, 2013 | |||||||||||
|
||||||||||||||||
Invesco Growth Allocation Fund
Class A Shares |
Contractual | 2.00 | % | July 1, 2012 | June 30, 2013 | |||||||||||
Class B Shares
|
Contractual | 2.75 | % | July 1, 2012 | June 30, 2013 | |||||||||||
Class C Shares
|
Contractual | 2.75 | % | July 1, 2012 | June 30, 2013 | |||||||||||
Class R Shares
|
Contractual | 2.25 | % | July 1, 2012 | June 30, 2013 | |||||||||||
Class S Shares
|
Contractual | 1.90 | % | July 1, 2012 | June 30, 2013 | |||||||||||
Class Y Shares
|
Contractual | 1.75 | % | July 1, 2012 | June 30, 2013 | |||||||||||
Institutional Class Shares
|
Contractual | 1.75 | % | July 1, 2012 | June 30, 2013 | |||||||||||
|
||||||||||||||||
Invesco Income Allocation Fund
Class A Shares |
Contractual | 0.25 | % | May 1, 2012 | April 30, 2013 | |||||||||||
Class B Shares
|
Contractual | 1.00 | % | May 1, 2012 | April 30, 2013 | |||||||||||
Class C Shares
|
Contractual | 1.00 | % | May 1, 2012 | April 30, 2013 | |||||||||||
Class R Shares
|
Contractual | 0.50 | % | May 1, 2012 | April 30, 2013 | |||||||||||
Class Y Shares
|
Contractual | 0.00 | % | May 1, 2012 | April 30, 2013 | |||||||||||
Institutional Class Shares
|
Contractual | 0.00 | % | May 1, 2012 | April 30, 2013 | |||||||||||
|
||||||||||||||||
Invesco International Allocation Fund
Class A Shares |
Contractual | 2.25 | % | July 1, 2012 | June 30, 2013 | |||||||||||
Class B Shares
|
Contractual | 3.00 | % | July 1, 2012 | June 30, 2013 | |||||||||||
Class C Shares
|
Contractual | 3.00 | % | July 1, 2012 | June 30, 2013 | |||||||||||
Class R Shares
|
Contractual | 2.50 | % | July 1, 2012 | June 30, 2013 | |||||||||||
Class Y Shares
|
Contractual | 2.00 | % | July 1, 2012 | June 30, 2013 | |||||||||||
Institutional Class Shares
|
Contractual | 2.00 | % | July 1, 2012 | June 30, 2013 | |||||||||||
|
||||||||||||||||
Invesco Mid Cap Core Equity Fund
Class A Shares |
Contractual | 2.00 | % | July 1, 2009 | June 30, 2013 | |||||||||||
Class B Shares
|
Contractual | 2.75 | % | July 1, 2009 | June 30, 2013 | |||||||||||
Class C Shares
|
Contractual | 2.75 | % | July 1, 2009 | June 30, 2013 | |||||||||||
Class R Shares
|
Contractual | 2.25 | % | July 1, 2009 | June 30, 2013 | |||||||||||
Class Y Shares
|
Contractual | 1.75 | % | July 1, 2009 | June 30, 2013 | |||||||||||
Institutional Class Shares
|
Contractual | 1.75 | % | July 1, 2009 | June 30, 2013 | |||||||||||
|
||||||||||||||||
Invesco Moderate Allocation Fund
Class A Shares |
Contractual | 1.50 | % | July 1, 2012 | June 30, 2013 | |||||||||||
Class B Shares
|
Contractual | 2.25 | % | July 1, 2012 | June 30, 2013 | |||||||||||
Class C Shares
|
Contractual | 2.25 | % | July 1, 2012 | June 30, 2013 | |||||||||||
Class R Shares
|
Contractual | 1.75 | % | July 1, 2012 | June 30, 2013 | |||||||||||
Class S Shares
|
Contractual | 1.40 | % | July 1, 2012 | June 30, 2013 | |||||||||||
Class Y Shares
|
Contractual | 1.25 | % | July 1, 2012 | June 30, 2013 | |||||||||||
Institutional Class Shares
|
Contractual | 1.25 | % | July 1, 2012 | June 30, 2013 | |||||||||||
|
||||||||||||||||
Invesco Small Cap Growth Fund
Class A Shares |
Contractual | 2.00 | % | July 1, 2009 | June 30, 2013 | |||||||||||
Class B Shares
|
Contractual | 2.75 | % | July 1, 2009 | June 30, 2013 | |||||||||||
Class C Shares
|
Contractual | 2.75 | % | July 1, 2009 | June 30, 2013 | |||||||||||
Class R Shares
|
Contractual | 2.25 | % | July 1, 2009 | June 30, 2013 | |||||||||||
Class Y Shares
|
Contractual | 1.75 | % | July 1, 2009 | June 30, 2013 | |||||||||||
Investor Class Shares
|
Contractual | 2.00 | % | July 1, 2009 | June 30, 2013 | |||||||||||
Institutional Class Shares
|
Contractual | 1.75 | % | July 1, 2009 | June 30, 2013 | |||||||||||
|
||||||||||||||||
Invesco Van Kampen Leaders Fund
Class A Shares |
Contractual | 2.25 | % | July 1, 2012 | June 30, 2013 | |||||||||||
Class B Shares
|
Contractual | 3.00 | % | July 1, 2012 | June 30, 2013 | |||||||||||
Class C Shares
|
Contractual | 3.00 | % | July 1, 2012 | June 30, 2013 | |||||||||||
Class Y Shares
|
Contractual | 2.00 | % | July 1, 2012 | June 30, 2013 | |||||||||||
|
||||||||||||||||
See page 14 for footnotes to Exhibit A.
|
7
Contractual/ | Expense | Effective Date of | Expiration | |||||||||||||
Fund | Voluntary | Limitation | Current Limit | Date | ||||||||||||
Invesco Van Kampen U.S. Mortgage Fund
Class A Shares |
Contractual | 1.50 | % | July 1, 2012 | June 30. 2013 | |||||||||||
Class B Shares
|
Contractual | 2.25 | % | July 1, 2012 | June 30, 2013 | |||||||||||
Class C Shares
|
Contractual | 2.25 | % | July 1, 2012 | June 30, 2013 | |||||||||||
Class Y Shares
|
Contractual | 1.25 | % | July 1, 2012 | June 30, 2013 | |||||||||||
Institutional Class Shares
|
Contractual | 1.25 | % | July 1, 2012 | June 30, 2013 |
Contractual/ | Expense | Effective Date of | Expiration | |||||||||||||
Fund | Voluntary | Limitation | Current Limit | Date | ||||||||||||
Invesco Asia Pacific Growth Fund
Class A Shares |
Contractual | 2.25 | % | July 1, 2009 | June 30, 2013 | |||||||||||
Class B Shares
|
Contractual | 3.00 | % | July 1, 2009 | June 30, 2013 | |||||||||||
Class C Shares
|
Contractual | 3.00 | % | July 1, 2009 | June 30, 2013 | |||||||||||
Class Y Shares
|
Contractual | 2.00 | % | July 1, 2009 | June 30, 2013 | |||||||||||
|
||||||||||||||||
Invesco European Growth Fund
Class A Shares |
Contractual | 2.25 | % | July 1, 2009 | June 30, 2013 | |||||||||||
Class B Shares
|
Contractual | 3.00 | % | July 1, 2009 | June 30. 2013 | |||||||||||
Class C Shares
|
Contractual | 3.00 | % | July 1, 2009 | June 30, 2013 | |||||||||||
Class R Shares
|
Contractual | 2.50 | % | July 1, 2009 | June 30, 2013 | |||||||||||
Class Y Shares
|
Contractual | 2.00 | % | July 1, 2009 | June 30, 2013 | |||||||||||
Investor Class Shares
|
Contractual | 2.25 | % | July 1, 2009 | June 30, 2013 | |||||||||||
|
||||||||||||||||
Invesco Global Growth Fund
Class A Shares |
Contractual | 1.32 | % | December 19, 2011 | December 31, 2012 | |||||||||||
Class B Shares
|
Contractual | 2.07 | % | December 19, 2011 | December 31, 2012 | |||||||||||
Class C Shares
|
Contractual | 2.07 | % | December 19, 2011 | December 31, 2012 | |||||||||||
Class Y Shares
|
Contractual | 1.07 | % | December 19, 2011 | December 31, 2012 | |||||||||||
Institutional Class Shares
|
Contractual | 1.07 | % | December 19, 2011 | December 31, 2012 | |||||||||||
|
||||||||||||||||
Invesco Global Opportunities Fund
Class A Shares |
Contractual | 1.36 | % | August 1, 2012 | July 31, 2013 | |||||||||||
Class C Shares
|
Contractual | 2.11 | % | August 1, 2012 | July 31, 2013 | |||||||||||
Class R Shares
|
Contractual | 1.61 | % | August 1, 2012 | July 31, 2013 | |||||||||||
Class Y Shares
|
Contractual | 1.11 | % | August 1, 2012 | July 31, 2013 | |||||||||||
Institutional Class Shares
|
Contractual | 1.11 | % | August 1, 2012 | July 31, 2013 | |||||||||||
|
||||||||||||||||
Invesco
Select Opportunities Fund
Class A Shares |
Contractual | 1.51 | % | August 1, 2012 | July 31, 2013 | |||||||||||
Class C Shares
|
Contractual | 2.26 | % | August 1, 2012 | July 31, 2013 | |||||||||||
Class R Shares
|
Contractual | 1.76 | % | August 1, 2012 | July 31, 2013 | |||||||||||
Class Y Shares
|
Contractual | 1.26 | % | August 1, 2012 | July 31, 2013 | |||||||||||
Institutional Class Shares
|
Contractual | 1.26 | % | August 1, 2012 | July 31, 2013 | |||||||||||
|
||||||||||||||||
Invesco Global Small & Mid Cap Growth
Fund
Class A Shares |
Contractual | 2.25 | % | July 1, 2009 | June 30. 2013 | |||||||||||
Class B Shares
|
Contractual | 3.00 | % | July 1, 2009 | June 30, 2013 | |||||||||||
Class C Shares
|
Contractual | 3.00 | % | July 1, 2009 | June 30, 2013 | |||||||||||
Class Y Shares
|
Contractual | 2.00 | % | July 1, 2009 | June 30, 2013 | |||||||||||
Institutional Class Shares
|
Contractual | 2.00 | % | July 1, 2009 | June 30, 2013 | |||||||||||
|
||||||||||||||||
Invesco International Core Equity Fund
Class A Shares |
Contractual | 2.25 | % | July 1, 2009 | June 30. 2013 | |||||||||||
Class B Shares
|
Contractual | 3.00 | % | July 1, 2009 | June 30, 2013 | |||||||||||
Class C Shares
|
Contractual | 3.00 | % | July 1, 2009 | June 30, 2013 | |||||||||||
Class R Shares
|
Contractual | 2.50 | % | July 1, 2009 | June 30, 2013 | |||||||||||
Class Y Shares
|
Contractual | 2.00 | % | July 1, 2009 | June 30, 2013 | |||||||||||
Investor Class Shares
|
Contractual | 2.25 | % | July 1, 2009 | June 30, 2013 | |||||||||||
Institutional Class Shares
|
Contractual | 2.00 | % | July 1, 2009 | June 30, 2013 | |||||||||||
See page 14 for footnotes to Exhibit A.
|
8
Contractual/ | Expense | Effective Date of | Expiration | |||||||||||||
Fund | Voluntary | Limitation | Current Limit | Date | ||||||||||||
Invesco International Growth Fund
Class A Shares |
Contractual | 1.40 | % | May 23, 2011 | June 30, 2013 | |||||||||||
Class B Shares
|
Contractual | 2.15 | % | May 23, 2011 | June 30, 2013 | |||||||||||
Class C Shares
|
Contractual | 2.15 | % | May 23, 2011 | June 30, 2013 | |||||||||||
Class R Shares
|
Contractual | 1.65 | % | May 23, 2011 | June 30, 2013 | |||||||||||
Class Y Shares
|
Contractual | 1.15 | % | May 23, 2011 | June 30, 2013 | |||||||||||
Institutional Class Shares
|
Contractual | 1.15 | % | May 23, 2011 | June 30, 2013 |
Contractual/ | Expense | Effective Date of | Expiration | |||||||||||||
Fund | Voluntary | Limitation | Current Limit | Date | ||||||||||||
Invesco
Balanced-Risk Allocation Fund
3
Class A Shares |
Contractual | 2.00 | % | July 1, 2012 | June 30. 2013 | |||||||||||
Class B Shares
|
Contractual | 2.75 | % | July 1, 2012 | June 30, 2013 | |||||||||||
Class C Shares
|
Contractual | 2.75 | % | July 1, 2012 | June 30, 2013 | |||||||||||
Class R Shares
|
Contractual | 2.25 | % | July 1, 2012 | June 30, 2013 | |||||||||||
Class Y Shares
|
Contractual | 1.75 | % | July 1, 2012 | June 30, 2013 | |||||||||||
Institutional Class Shares
|
Contractual | 1.75 | % | July 1, 2012 | June 30, 2013 | |||||||||||
|
||||||||||||||||
Invesco Balanced-Risk Commodity
Strategy Fund
4
Class A Shares |
Contractual | 1.22 | % | November 29, 2010 | June 30. 2014 | |||||||||||
Class B Shares
|
Contractual | 1.97 | % | November 29, 2010 | June 30, 2014 | |||||||||||
Class C Shares
|
Contractual | 1.97 | % | November 29, 2010 | June 30, 2014 | |||||||||||
Class R Shares
|
Contractual | 1.47 | % | November 29, 2010 | June 30, 2014 | |||||||||||
Class Y Shares
|
Contractual | 0.97 | % | November 29, 2010 | June 30, 2014 | |||||||||||
Institutional Class Shares
|
Contractual | 0.97 | % | November 29, 2010 | June 30, 2014 | |||||||||||
|
||||||||||||||||
Invesco China Fund
Class A Shares |
Contractual | 2.25 | % | July 1, 2009 | June 30, 2013 | |||||||||||
Class B Shares
|
Contractual | 3.00 | % | July 1, 2009 | June 30, 2013 | |||||||||||
Class C Shares
|
Contractual | 3.00 | % | July 1, 2009 | June 30, 2013 | |||||||||||
Class Y Shares
|
Contractual | 2.00 | % | July 1, 2009 | June 30, 2013 | |||||||||||
Institutional Class Shares
|
Contractual | 2.00 | % | July 1, 2009 | June 30, 2013 | |||||||||||
|
||||||||||||||||
Invesco Developing Markets Fund
Class A Shares |
Contractual | 2.25 | % | July 1, 2012 | June 30. 2013 | |||||||||||
Class B Shares
|
Contractual | 3.00 | % | July 1, 2012 | June 30, 2013 | |||||||||||
Class C Shares
|
Contractual | 3.00 | % | July 1, 2012 | June 30, 2013 | |||||||||||
Class Y Shares
|
Contractual | 2.00 | % | July 1, 2012 | June 30, 2013 | |||||||||||
Institutional Class Shares
|
Contractual | 2.00 | % | July 1, 2012 | June 30, 2013 | |||||||||||
|
||||||||||||||||
Invesco Emerging Markets Equity Fund
Class A Shares |
Contractual | 1.85 | % | May 11, 2011 | February 28, 2013 | |||||||||||
Class C Shares
|
Contractual | 2.60 | % | May 11, 2011 | February 28, 2013 | |||||||||||
Class R Shares
|
Contractual | 2.10 | % | May 11, 2011 | February 28, 2013 | |||||||||||
Class Y Shares
|
Contractual | 1.60 | % | May 11, 2011 | February 28, 2013 | |||||||||||
Institutional Class Shares
|
Contractual | 1.60 | % | May 11, 2011 | February 28, 2013 | |||||||||||
|
||||||||||||||||
Invesco Emerging Market Local
Currency Debt Fund
Class A Shares |
Contractual | 1.24 | % | June 14, 2010 | February 28, 2013 | |||||||||||
Class B Shares
|
Contractual | 1.99 | % | June 14, 2010 | February 28, 2013 | |||||||||||
Class C Shares
|
Contractual | 1.99 | % | June 14, 2010 | February 28, 2013 | |||||||||||
Class R Shares
|
Contractual | 1.49 | % | June 14, 2010 | February 28, 2013 | |||||||||||
Class Y Shares
|
Contractual | 0.99 | % | June 14, 2010 | February 28, 2013 | |||||||||||
Institutional Class Shares
|
Contractual | 0.99 | % | June 14, 2010 | February 28, 2013 | |||||||||||
|
||||||||||||||||
See page 14 for footnotes to Exhibit A.
|
9
Contractual/ | Expense | Effective Date of | Expiration | |||||||||||||
Fund | Voluntary | Limitation | Current Limit | Date | ||||||||||||
Invesco Endeavor Fund
Class A Shares |
Contractual | 2.00 | % | July 1, 2009 | June 30. 2013 | |||||||||||
Class B Shares
|
Contractual | 2.75 | % | July 1, 2009 | June 30, 2013 | |||||||||||
Class C Shares
|
Contractual | 2.75 | % | July 1, 2009 | June 30, 2013 | |||||||||||
Class R Shares
|
Contractual | 2.25 | % | July 1, 2009 | June 30, 2013 | |||||||||||
Class Y Shares
|
Contractual | 1.75 | % | July 1, 2009 | June 30, 2013 | |||||||||||
Institutional Class Shares
|
Contractual | 1.75 | % | July 1, 2009 | June 30, 2013 | |||||||||||
|
||||||||||||||||
Invesco Global Health Care Fund
Class A Shares |
Contractual | 2.00 | % | July 1, 2012 | June 30. 2013 | |||||||||||
Class B Shares
|
Contractual | 2.75 | % | July 1, 2012 | June 30, 2013 | |||||||||||
Class C Shares
|
Contractual | 2.75 | % | July 1, 2012 | June 30, 2013 | |||||||||||
Class Y Shares
|
Contractual | 1.75 | % | July 1, 2012 | June 30, 2013 | |||||||||||
Investor Class Shares
|
Contractual | 2.00 | % | July 1, 2012 | June 30, 2013 | |||||||||||
|
||||||||||||||||
Invesco International Total Return
Fund
Class A Shares |
Contractual | 1.10 | % | March 31, 2006 | February 28, 2013 | |||||||||||
Class B Shares
|
Contractual | 1.85 | % | March 31, 2006 | February 28, 2013 | |||||||||||
Class C Shares
|
Contractual | 1.85 | % | March 31, 2006 | February 28, 2013 | |||||||||||
Class Y Shares
|
Contractual | 0.85 | % | October 3, 2008 | February 28, 2013 | |||||||||||
Institutional Class Shares
|
Contractual | 0.85 | % | March 31, 2006 | February 28, 2013 | |||||||||||
|
||||||||||||||||
Invesco Pacific Growth Fund
Class A Shares |
Contractual | 2.25 | % | July 1, 2012 | June 30. 2013 | |||||||||||
Class B Shares
|
Contractual | 3.00 | % | July 1, 2012 | June 30, 2013 | |||||||||||
Class C Shares
|
Contractual | 3.00 | % | July 1, 2012 | June 30, 2013 | |||||||||||
Class R Shares
|
Contractual | 2.50 | % | July 1, 2012 | June 30, 2013 | |||||||||||
Class Y Shares
|
Contractual | 2.00 | % | July 1, 2012 | June 30, 2013 | |||||||||||
Institutional Class Shares
|
Contractual | 2.00 | % | July 1, 2012 | June 30, 2013 | |||||||||||
|
||||||||||||||||
Invesco Premium Income Fund
Class A Shares |
Contractual | 0.89 | % | December 13, 2011 | February 28, 2013 | |||||||||||
Class C Shares
|
Contractual | 1.64 | % | December 13, 2011 | February 28, 2013 | |||||||||||
Class R Shares
|
Contractual | 1.14 | % | December 13, 2011 | February 28, 2013 | |||||||||||
Class Y Shares
|
Contractual | 0.64 | % | December 13, 2011 | February 28, 2013 | |||||||||||
Institutional Class Shares
|
Contractual | 0.64 | % | December 13, 2011 | February 28, 2013 | |||||||||||
|
||||||||||||||||
Invesco Select Companies Fund
Class A Shares |
Contractual | 2.00 | % | July 1, 2009 | June 30. 2013 | |||||||||||
Class B Shares
|
Contractual | 2.75 | % | July 1, 2009 | June 30, 2013 | |||||||||||
Class C Shares
|
Contractual | 2.75 | % | July 1, 2009 | June 30, 2013 | |||||||||||
Class R Shares
|
Contractual | 2.25 | % | July 1, 2009 | June 30, 2013 | |||||||||||
Class Y Shares
|
Contractual | 1.75 | % | July 1, 2009 | June 30, 2013 | |||||||||||
Institutional Class Shares
|
Contractual | 1.75 | % | July 1, 2009 | June 30, 2013 |
Contractual/ | Expense | Effective Date of | Expiration | |||||||||||||
Fund | Voluntary | Limitation | Current Limit | Date | ||||||||||||
Invesco Dynamics Fund
Class A Shares |
Contractual | 2.00 | % | July 1, 2009 | June 30. 2013 | |||||||||||
Class B Shares
|
Contractual | 2.75 | % | July 1, 2009 | June 30, 2013 | |||||||||||
Class C Shares
|
Contractual | 2.75 | % | July 1, 2009 | June 30, 2013 | |||||||||||
Class R Shares
|
Contractual | 2.25 | % | July 1, 2009 | June 30, 2013 | |||||||||||
Class Y Shares
|
Contractual | 1.75 | % | July 1, 2009 | June 30, 2013 | |||||||||||
Investor Class Shares
|
Contractual | 2.00 | % | July 1, 2009 | June 30, 2013 | |||||||||||
Institutional Class Shares
|
Contractual | 1.75 | % | July 1, 2009 | June 30. 2013 | |||||||||||
|
||||||||||||||||
See page 14 for footnotes to Exhibit A.
|
10
Contractual/ | Expense | Effective Date of | Expiration | |||||||||||||
Fund | Voluntary | Limitation | Current Limit | Date | ||||||||||||
Invesco Global Real Estate Fund
Class A Shares |
Contractual | 2.00 | % | July 1, 2009 | June 30, 2013 | |||||||||||
Class B Shares
|
Contractual | 2.75 | % | July 1, 2009 | June 30, 2013 | |||||||||||
Class C Shares
|
Contractual | 2.75 | % | July 1, 2009 | June 30, 2013 | |||||||||||
Class R Shares
|
Contractual | 2.25 | % | July 1, 2009 | June 30, 2013 | |||||||||||
Class Y Shares
|
Contractual | 1.75 | % | July 1, 2009 | June 30, 2013 | |||||||||||
Institutional Class Shares
|
Contractual | 1.75 | % | July 1, 2009 | June 30, 2013 | |||||||||||
|
||||||||||||||||
Invesco High Yield Fund
Class A Shares |
Contractual | 0.89 | % | June 6, 2011 | June 30, 2013 | |||||||||||
Class B Shares
|
Contractual | 1.64 | % | June 6, 2011 | June 30, 2013 | |||||||||||
Class C Shares
|
Contractual | 1.64 | % | June 6, 2011 | June 30, 2013 | |||||||||||
Class Y Shares
|
Contractual | 0.64 | % | June 6, 2011 | June 30, 2013 | |||||||||||
Investor Class Shares
|
Contractual | 0.89 | % | June 6, 2011 | June 30, 2013 | |||||||||||
Institutional Class Shares
|
Contractual | 0.64 | % | June 6, 2011 | June 30, 2013 | |||||||||||
|
||||||||||||||||
Invesco High Yield Securities Fund
Class A Shares |
Contractual | 1.50 | % | July 1, 2012 | June 30, 2013 | |||||||||||
Class B Shares
|
Contractual | 2.00 | % | July 1, 2012 | June 30, 2013 | |||||||||||
Class C Shares
|
Contractual | 2.10 | % | July 1, 2012 | June 30, 2013 | |||||||||||
Class Y Shares
|
Contractual | 1.25 | % | July 1, 2012 | June 30, 2013 | |||||||||||
|
||||||||||||||||
Invesco Limited Maturity
Treasury Fund
Class A Shares |
Contractual | 1.50 | % | July 1, 2012 | June 30, 2013 | |||||||||||
Class A2 Shares
|
Contractual | 1.40 | % | July 1, 2012 | June 30, 2013 | |||||||||||
Class Y Shares
|
Contractual | 1.25 | % | July 1, 2012 | June 30, 2013 | |||||||||||
Institutional Class Shares
|
Contractual | 1.25 | % | July 1, 2012 | June 30, 2013 | |||||||||||
|
||||||||||||||||
Invesco Municipal Bond Fund
Class A Shares |
Contractual | 1.50 | % | July 1, 2012 | June 30, 2013 | |||||||||||
Class B Shares
|
Contractual | 2.25 | % | July 1, 2012 | June 30, 2013 | |||||||||||
Class C Shares
|
Contractual | 2.25 | % | July 1, 2012 | June 30, 2013 | |||||||||||
Class Y Shares
|
Contractual | 1.25 | % | July 1, 2012 | June 30, 2013 | |||||||||||
Investor Class Shares
|
Contractual | 1.50 | % | July 1, 2012 | June 30, 2013 | |||||||||||
|
||||||||||||||||
Invesco Real Estate Fund
Class A Shares |
Contractual | 2.00 | % | July 1, 2012 | June 30, 2013 | |||||||||||
Class B Shares
|
Contractual | 2.75 | % | July 1, 2012 | June 30, 2013 | |||||||||||
Class C Shares
|
Contractual | 2.75 | % | July 1, 2012 | June 30, 2013 | |||||||||||
Class R Shares
|
Contractual | 2.25 | % | July 1, 2012 | June 30, 2013 | |||||||||||
Class Y Shares
|
Contractual | 1.75 | % | July 1, 2012 | June 30, 2013 | |||||||||||
Investor Class Shares
|
Contractual | 2.00 | % | July 1, 2012 | June 30, 2013 | |||||||||||
Institutional Class Shares
|
Contractual | 1.75 | % | July 1, 2012 | June 30, 2013 | |||||||||||
|
||||||||||||||||
Invesco Short Term Bond Fund
Class A Shares |
Contractual | 0.56 | % | June 6, 2011 | June 30, 2013 | |||||||||||
Class C Shares
|
Contractual | 0.91 | % 8 | March 4, 2009 | June 30, 2013 | |||||||||||
Class R Shares
|
Contractual | 0.91 | % | March 4, 2009 | June 30, 2013 | |||||||||||
Class Y Shares
|
Contractual | 0.41 | % | March 4, 2009 | June 30, 2013 | |||||||||||
Institutional Class Shares
|
Contractual | 0.41 | % | March 4, 2009 | June 30, 2013 | |||||||||||
|
||||||||||||||||
Invesco U.S. Government Fund
Class A Shares |
Contractual | 1.50 | % | July 1, 2012 | June 30, 2013 | |||||||||||
Class B Shares
|
Contractual | 2.25 | % | July 1, 2012 | June 30, 2013 | |||||||||||
Class C Shares
|
Contractual | 2.25 | % | July 1, 2012 | June 30, 2013 | |||||||||||
Class R Shares
|
Contractual | 1.75 | % | July 1, 2012 | June 30, 2013 | |||||||||||
Class Y Shares
|
Contractual | 1.25 | % | July 1, 2012 | June 30, 2013 | |||||||||||
Investor Class Shares
|
Contractual | 1.50 | % | July 1, 2012 | June 30, 2013 | |||||||||||
Institutional Class Shares
|
Contractual | 1.25 | % | July 1, 2012 | June 30, 2013 | |||||||||||
|
||||||||||||||||
See page 14 for footnotes to Exhibit A.
|
11
Contractual/ | Expense | Effective Date of | Expiration | |||||||||||||
Fund | Voluntary | Limitation | Current Limit | Date | ||||||||||||
Invesco Van Kampen Corporate Bond Fund
Class A Shares |
Contractual | 1.50 | % | July 1, 2012 | June 30, 2013 | |||||||||||
Class B Shares
|
Contractual | 2.25 | % | July 1, 2012 | June 30, 2013 | |||||||||||
Class C Shares
|
Contractual | 2.25 | % | July 1, 2012 | June 30, 2013 | |||||||||||
Class R Shares
|
Contractual | 1.75 | % | July 1, 2012 | June 30, 2013 | |||||||||||
Class Y Shares
|
Contractual | 1.25 | % | July 1, 2012 | June 30, 2013 | |||||||||||
Institutional Class Shares
|
Contractual | 1.25 | % | July 1, 2012 | June 30, 2013 |
Contractual/ | Expense | Effective Date of | Expiration | |||||||||||||
Fund | Voluntary | Limitation | Current Limit | Date | ||||||||||||
Invesco Energy Fund
Class A Shares |
Contractual | 2.00 | % | July 1, 2009 | June 30, 2013 | |||||||||||
Class B Shares
|
Contractual | 2.75 | % | July 1, 2009 | June 30, 2013 | |||||||||||
Class C Shares
|
Contractual | 2.75 | % | July 1, 2009 | June 30, 2013 | |||||||||||
Class Y Shares
|
Contractual | 1.75 | % | July 1, 2009 | June 30, 2013 | |||||||||||
Investor Class Shares
|
Contractual | 2.00 | % | July 1, 2009 | June 30, 2013 | |||||||||||
Institutional Class Shares
|
Contractual | 1.75 | % | July 1, 2009 | June 30, 2013 | |||||||||||
|
||||||||||||||||
Invesco Gold & Precious Metals Fund
Class A Shares |
Contractual | 2.00 | % | July 1, 2009 | June 30, 2013 | |||||||||||
Class B Shares
|
Contractual | 2.75 | % | July 1, 2009 | June 30, 2013 | |||||||||||
Class C Shares
|
Contractual | 2.75 | % | July 1, 2009 | June 30, 2013 | |||||||||||
Class Y Shares
|
Contractual | 1.75 | % | July 1, 2009 | June 30, 2013 | |||||||||||
Investor Class Shares
|
Contractual | 2.00 | % | July 1, 2009 | June 30, 2013 | |||||||||||
|
||||||||||||||||
Invesco Leisure Fund
Class A Shares |
Contractual | 2.00 | % | July 1, 2009 | June 30, 2013 | |||||||||||
Class B Shares
|
Contractual | 2.75 | % | July 1, 2009 | June 30, 2013 | |||||||||||
Class C Shares
|
Contractual | 2.75 | % | July 1, 2009 | June 30, 2013 | |||||||||||
Class R Shares
|
Contractual | 2.25 | % | July 1, 2009 | June 30, 2013 | |||||||||||
Class Y Shares
|
Contractual | 1.75 | % | July 1, 2009 | June 30, 2013 | |||||||||||
Investor Class Shares
|
Contractual | 2.00 | % | July 1, 2009 | June 30, 2013 | |||||||||||
|
||||||||||||||||
Invesco Technology Fund
Class A Shares |
Contractual | 2.00 | % | July 1, 2012 | June 30, 2013 | |||||||||||
Class B Shares
|
Contractual | 2.75 | % | July 1, 2012 | June 30, 2013 | |||||||||||
Class C Shares
|
Contractual | 2.75 | % | July 1, 2012 | June 30, 2013 | |||||||||||
Class Y Shares
|
Contractual | 1.75 | % | July 1, 2012 | June 30, 2013 | |||||||||||
Investor Class Shares
|
Contractual | 2.00 | % | July 1, 2012 | June 30, 2013 | |||||||||||
Institutional Class Shares
|
Contractual | 1.75 | % | July 1, 2012 | June 30, 2013 | |||||||||||
|
||||||||||||||||
Invesco Technology Sector Fund
Class A Shares |
Contractual | 2.00 | % | February 12, 2010 | June 30, 2013 | |||||||||||
Class B Shares
|
Contractual | 2.75 | % | February 12, 2010 | June 30, 2013 | |||||||||||
Class C Shares
|
Contractual | 2.75 | % | February 12, 2010 | June 30, 2013 | |||||||||||
Class Y Shares
|
Contractual | 1.75 | % | February 12, 2010 | June 30, 2013 | |||||||||||
|
||||||||||||||||
Invesco Utilities Fund
Class A Shares |
Contractual | 1.32 | % | May 23, 2011 | June 30, 2013 | |||||||||||
Class B Shares
|
Contractual | 2.07 | % | May 23, 2011 | June 30, 2013 | |||||||||||
Class C Shares
|
Contractual | 2.07 | % | May 23, 2011 | June 30, 2013 | |||||||||||
Class Y Shares
|
Contractual | 1.07 | % | May 23, 2011 | June 30, 2013 | |||||||||||
Investor Class Shares
|
Contractual | 1.32 | % | May 23, 2011 | June 30, 2013 | |||||||||||
Institutional Class Shares
|
Contractual | 1.07 | % | May 23, 2011 | June 30, 2013 | |||||||||||
|
||||||||||||||||
Invesco Van Kampen American Value Fund
Class A Shares |
Contractual | 1.25 | % | April 30, 2012 | June 30, 2013 | |||||||||||
Class B Shares
|
Contractual | 2.00 | % | April 30, 2012 | June 30, 2013 | |||||||||||
Class C Shares
|
Contractual | 2.00 | % | April 30, 2012 | June 30, 2013 | |||||||||||
Class R Shares
|
Contractual | 1.50 | % | April 30, 2012 | June 30, 2013 | |||||||||||
Class Y Shares
|
Contractual | 1.00 | % | April 30, 2012 | June 30, 2013 | |||||||||||
Institutional Class Shares
|
Contractual | 1.00 | % | April 30, 2012 | June 30, 2013 | |||||||||||
|
||||||||||||||||
See page 14 for footnotes to Exhibit A.
|
||||||||||||||||
|
12
Contractual/ | Expense | Effective Date of | Expiration | |||||||||||||
Fund | Voluntary | Limitation | Current Limit | Date | ||||||||||||
Invesco Van Kampen Comstock Fund
Class A Shares |
Contractual | 2.00 | % | July 1, 2012 | June 30, 2013 | |||||||||||
Class B Shares
|
Contractual | 2.75 | % | July 1, 2012 | June 30, 2013 | |||||||||||
Class C Shares
|
Contractual | 2.75 | % | July 1, 2012 | June 30, 2013 | |||||||||||
Class R Shares
|
Contractual | 2.25 | % | July 1, 2012 | June 30, 2013 | |||||||||||
Class Y Shares
|
Contractual | 1.75 | % | July 1, 2012 | June 30, 2013 | |||||||||||
Institutional Class Shares
|
Contractual | 1.75 | % | July 1, 2012 | June 30, 2013 | |||||||||||
|
||||||||||||||||
Invesco Van Kampen Mid Cap
Growth Fund
Class A Shares |
Contractual | 2.00 | % | July 1, 2012 | June 30, 2013 | |||||||||||
Class B Shares
|
Contractual | 2.75 | % | July 1, 2012 | June 30, 2013 | |||||||||||
Class C Shares
|
Contractual | 2.75 | % | July 1, 2012 | June 30, 2013 | |||||||||||
Class R Shares
|
Contractual | 2.25 | % | July 1, 2012 | June 30, 2013 | |||||||||||
Class Y Shares
|
Contractual | 1.75 | % | July 1, 2012 | June 30, 2013 | |||||||||||
Institutional Class Shares
|
Contractual | 1.75 | % | July 1, 2012 | June 30, 2013 | |||||||||||
|
||||||||||||||||
Invesco Van Kampen Small Cap Value
Fund
Class A Shares |
Contractual | 2.00 | % | July 1, 2012 | June 30, 2013 | |||||||||||
Class B Shares
|
Contractual | 2.75 | % | July 1, 2012 | June 30, 2013 | |||||||||||
Class C Shares
|
Contractual | 2.75 | % | July 1, 2012 | June 30, 2013 | |||||||||||
Class Y Shares
|
Contractual | 1.75 | % | July 1, 2012 | June 30, 2013 | |||||||||||
|
||||||||||||||||
Van Kampen Value Opportunities
Fund
Class A Shares |
Contractual | 2.00 | % | July 1, 2012 | June 30, 2013 | |||||||||||
Class B Shares
|
Contractual | 2.75 | % | July 1, 2012 | June 30, 2013 | |||||||||||
Class C Shares
|
Contractual | 2.75 | % | July 1, 2012 | June 30, 2013 | |||||||||||
Class R Shares
|
Contractual | 2.25 | % | July 1, 2012 | June 30, 2013 | |||||||||||
Class Y Shares
|
Contractual | 1.75 | % | July 1, 2012 | June 30, 2013 | |||||||||||
Institutional Class Shares
|
Contractual | 1.75 | % | July 1, 2012 | June 30, 2013 |
Contractual/ | Expense | Effective Date of | Expiration | |||||||||||||
Fund | Voluntary | Limitation | Current Limit | Date | ||||||||||||
Invesco Tax-Free Intermediate
Fund
Class A Shares |
Contractual | 1.50 | % | July 1, 2012 | June 30, 2013 | |||||||||||
Class A2 Shares
|
Contractual | 1.25 | % | July 1, 2012 | June 30, 2013 | |||||||||||
Class Y Shares
|
Contractual | 1.25 | % | July 1, 2012 | June 30, 2013 | |||||||||||
Institutional Class Shares
|
Contractual | 1.25 | % | July 1, 2012 | June 30, 2013 | |||||||||||
|
||||||||||||||||
Invesco Van Kampen High Yield
Municipal Fund
Class A Shares |
Contractual | 1.50 | % | July 1, 2012 | June 30, 2013 | |||||||||||
Class B Shares
|
Contractual | 2.25 | % | July 1, 2012 | June 30, 2013 | |||||||||||
Class C Shares
|
Contractual | 2.25 | % | July 1, 2012 | June 30, 2013 | |||||||||||
Class Y Shares
|
Contractual | 1.25 | % | July 1, 2012 | June 30, 2013 | |||||||||||
Institutional Class
|
Contractual | 1.25 | % | July 1, 2012 | June 30, 2013 | |||||||||||
|
||||||||||||||||
Invesco Van Kampen Intermediate
Term Municipal Income Fund
Class A Shares |
Contractual | 0.75 | % | June 6, 2011 | June 30, 2013 | |||||||||||
Class B Shares
|
Contractual | 1.50 | % | June 6, 2011 | June 30, 2013 | |||||||||||
Class C Shares
|
Contractual | 1.50 | % | June 6, 2011 | June 30, 2013 | |||||||||||
Class Y Shares
|
Contractual | 0.50 | % | June 6, 2011 | June 30, 2013 | |||||||||||
|
||||||||||||||||
See page 14 for footnotes to Exhibit A.
|
||||||||||||||||
|
13
Contractual/ | Expense | Effective Date of | Expiration | |||||||||||||
Fund | Voluntary | Limitation | Current Limit | Date | ||||||||||||
Invesco Van Kampen Municipal Income
Fund
Class A Shares |
Contractual | 0.83 | % | June 6, 2011 | June 30, 2013 | |||||||||||
Class B Shares
|
Contractual | 1.58 | % | June 6, 2011 | June 30, 2013 | |||||||||||
Class C Shares
|
Contractual | 1.58 | % | June 6, 2011 | June 30, 2013 | |||||||||||
Class Y Shares
|
Contractual | 0.58 | % | June 6, 2011 | June 30, 2013 | |||||||||||
|
||||||||||||||||
Invesco Van Kampen New York Tax Free
Income Fund
Class A Shares |
Contractual | 1.50 | % | July 1, 2012 | June 30, 2013 | |||||||||||
Class B Shares
|
Contractual | 2.25 | % | July 1, 2012 | June 30, 2013 | |||||||||||
Class C Shares
|
Contractual | 2.25 | % | July 1, 2012 | June 30, 2013 | |||||||||||
Class Y Shares
|
Contractual | 1.25 | % | July 1, 2012 | June 30, 2013 | |||||||||||
|
1 | The total operating expenses of any class of shares established after the date of this Memorandum of Agreement will be limited to the amount established for Class A Shares plus the difference between the new class 12b-1 rate and the Class A 12b-1 rate. | |
2 | The expense limit shown is the expense limit after Rule 12b-1 fee waivers by Invesco Distributors, Inc. | |
3 | Includes waived fees or reimbursed expenses that Invesco receives from Invesco Cayman Commodity Fund I, Ltd. | |
4 | Includes waived fees or reimbursed expenses that Invesco receives from Invesco Cayman Commodity Fund III, Ltd. |
14
Contractual/ | Expense | Effective Date of | Expiration | |||||||||||||
Fund | Voluntary | Limitation | Current Limit | Date | ||||||||||||
Government & Agency Portfolio
Cash Management Class |
Contractual | 0.22 | % 2 | July 1, 2009 | December 31, 2012 | |||||||||||
Corporate Class
|
Contractual | 0.17 | % | July 1, 2009 | December 31, 2012 | |||||||||||
Institutional Class
|
Contractual | 0.14 | % | July 1, 2009 | December 31, 2012 | |||||||||||
Personal Investment Class
|
Contractual | 0.69 | % 2 | July 1, 2009 | December 31, 2012 | |||||||||||
Private Investment Class
|
Contractual | 0.44 | % 2 | July 1, 2009 | December 31, 2012 | |||||||||||
Reserve Class
|
Contractual | 1.01 | % 2 | July 1, 2009 | December 31, 2012 | |||||||||||
Resource Class
|
Contractual | 0.30 | % 2 | July 1, 2009 | December 31, 2012 | |||||||||||
|
||||||||||||||||
Government TaxAdvantage Portfolio
Cash Management Class |
Contractual | 0.22 | % 2 | July 1, 2009 | December 31, 2012 | |||||||||||
Corporate Class
|
Contractual | 0.17 | % | July 1, 2009 | December 31, 2012 | |||||||||||
Institutional Class
|
Contractual | 0.14 | % | July 1, 2009 | December 31, 2012 | |||||||||||
Personal Investment Class
|
Contractual | 0.69 | % 2 | July 1, 2009 | December 31, 2012 | |||||||||||
Private Investment Class
|
Contractual | 0.39 | % 2 | July 1, 2009 | December 31, 2012 | |||||||||||
Reserve Class
|
Contractual | 1.01 | % 2 | July 1, 2009 | December 31, 2012 | |||||||||||
Resource Class
|
Contractual | 0.30 | % 2 | July 1, 2009 | December 31, 2012 | |||||||||||
|
||||||||||||||||
Liquid Assets Portfolio
Cash Management Class |
Contractual | 0.22 | % 2 | July 1, 2009 | December 31, 2012 | |||||||||||
Corporate Class
|
Contractual | 0.17 | % | July 1, 2009 | December 31, 2012 | |||||||||||
Institutional Class
|
Contractual | 0.14 | % | July 1, 2009 | December 31, 2012 | |||||||||||
Personal Investment Class
|
Contractual | 0.69 | % 2 | July 1, 2009 | December 31, 2012 | |||||||||||
Private Investment Class
|
Contractual | 0.44 | % 2 | July 1, 2009 | December 31, 2012 | |||||||||||
Reserve Class
|
Contractual | 1.01 | % 2 | July 1, 2009 | December 31, 2012 | |||||||||||
Resource Class
|
Contractual | 0.34 | % | July 1, 2009 | December 31, 2012 | |||||||||||
|
||||||||||||||||
STIC Prime Portfolio
Cash Management Class |
Contractual | 0.22 | % 2 | July 1, 2009 | December 31, 2012 | |||||||||||
Corporate Class
|
Contractual | 0.17 | % | July 1, 2009 | December 31, 2012 | |||||||||||
Institutional Class
|
Contractual | 0.14 | % | July 1, 2009 | December 31, 2012 | |||||||||||
Personal Investment Class
|
Contractual | 0.69 | % 2 | July 1, 2009 | December 31, 2012 | |||||||||||
Private Investment Class
|
Contractual | 0.44 | % 2 | July 1, 2009 | December 31, 2012 | |||||||||||
Reserve Class
|
Contractual | 1.01 | % 2 | July 1, 2009 | December 31, 2012 | |||||||||||
Resource Class
|
Contractual | 0.30 | % 2 | July 1, 2009 | December 31, 2012 | |||||||||||
|
||||||||||||||||
Tax-Free Cash Reserve
Portfolio
3
Cash Management Class |
Contractual | 0.33 | % 2 | July 1, 2009 | December 31, 2012 | |||||||||||
Corporate Class
|
Contractual | 0.28 | % | July 1, 2009 | December 31, 2012 | |||||||||||
Institutional Class
|
Contractual | 0.25 | % | July 1, 2009 | December 31, 2012 | |||||||||||
Personal Investment Class
|
Contractual | 0.80 | % 2 | July 1, 2009 | December 31, 2012 | |||||||||||
Private Investment Class
|
Contractual | 0.50 | % 2 | July 1, 2009 | December 31, 2012 | |||||||||||
Reserve Class
|
Contractual | 1.12 | % 2 | July 1, 2009 | December 31, 2012 | |||||||||||
Resource Class
|
Contractual | 0.41 | % 2 | July 1, 2009 | December 31, 2012 | |||||||||||
|
||||||||||||||||
Treasury Portfolio
Cash Management Class |
Contractual | 0.22 | % 2 | July 1, 2009 | December 31, 2012 | |||||||||||
Corporate Class
|
Contractual | 0.17 | % | July 1, 2009 | December 31, 2012 | |||||||||||
Institutional Class
|
Contractual | 0.14 | % | July 1, 2009 | December 31, 2012 | |||||||||||
Personal Investment Class
|
Contractual | 0.69 | % 2 | July 1, 2009 | December 31, 2012 | |||||||||||
Private Investment Class
|
Contractual | 0.44 | % 2 | July 1, 2009 | December 31, 2012 | |||||||||||
Reserve Class
|
Contractual | 1.01 | % 2 | July 1, 2009 | December 31, 2012 | |||||||||||
Resource Class
|
Contractual | 0.30 | % 2 | July 1, 2009 | December 31, 2012 | |||||||||||
|
1 | The expense rate excluding 12b-1 fees of any class of shares established after the date of this Memorandum of Agreement will be the same as existing classes. | |
2 | The expense limit shown is the expense limit after Rule 12b-1 fee waivers by Invesco Distributors, Inc. | |
3 | The expense limitation also excludes Trustees fees and federal registration expenses. |
15
Contractual/ | Expense | Effective Date of | Expiration | |||||
Fund | Voluntary | Limitation | Current Limit | Date | ||||
Invesco V.I. Balanced-Risk
Allocation Fund
1
Series I Shares |
Contractual | 0.72% | May 15, 2012 | June 30, 2013 | ||||
Series II Shares
|
Contractual | 0.97% | May 15, 2012 | June 30, 2013 | ||||
Invesco V.I. Core Equity Fund
Series I Shares |
Contractual | 1.30% | January 1, 2005 | April 30, 2013 | ||||
Series II Shares
|
Contractual | 1.45% | January 1, 2005 | April 30, 2013 | ||||
Invesco V.I. Diversified Dividend
Fund
Series I Shares |
Contractual | 0.77% | July 1, 2012 | April 30, 2013 | ||||
Series II Shares
|
Contractual | 1.02% | July 1, 2012 | April 30, 2013 | ||||
Invesco V.I. Diversified Income
Fund
Series I Shares |
Contractual | 0.75% | July 1, 2005 | April 30, 2013 | ||||
Series II Shares
|
Contractual | 1.00% | July 1, 2005 | April 30, 2013 | ||||
Invesco V.I. Equally-Weighted S&P
500 Fund
Series I Shares |
Contractual | 2.00% | July 1, 2012 | June 30, 2013 | ||||
Series II Shares
|
Contractual | 2.25% | July 1, 2012 | June 30, 2013 | ||||
Invesco V.I. Global Core Equity
Fund
Series I Shares |
Contractual | 2.25% | July 1, 2012 | June 30, 2013 | ||||
Series II Shares
|
Contractual | 2.50% | July 1, 2012 | June 30, 2013 | ||||
Invesco V.I. Global Health Care
Fund
Series I Shares |
Contractual | 1.30% | April 30, 2004 | April 30, 2013 | ||||
Series II Shares
|
Contractual | 1.45% | April 30, 2004 | April 30, 2013 | ||||
Invesco V.I. Global Real Estate
Fund
Series I Shares |
Contractual | 1.30% | April 30, 2004 | April 30, 2013 | ||||
Series II Shares
|
Contractual | 1.45% | April 30, 2004 | April 30, 2013 | ||||
Invesco V.I. Government
Securities Fund
Series I Shares |
Contractual | 0.70% | July 1, 2012 | April 30, 2013 | ||||
Series II Shares
|
Contractual | 0.95% | July 1, 2012 | April 30, 2013 | ||||
Invesco V.I. High Yield Fund
Series I Shares |
Contractual | 0.80% | May 2, 2011 | June 30, 2013 | ||||
Series II Shares
|
Contractual | 1.05% | May 2, 2011 | June 30, 2013 |
1 | Includes waived fees or reimbursed expenses that Invesco receives from Invesco Cayman Commodity Fund IV, Ltd. |
16
Contractual/ | Expense | Effective Date of | Expiration | |||||
Fund | Voluntary | Limitation | Current Limit | Date | ||||
Invesco V.I. High Yield
Securities Fund
Series I Shares |
Contractual | 1.50% | July 1, 2012 | June 30, 2013 | ||||
Series II Shares
|
Contractual | 1.75% | July 1, 2012 | June 30, 2013 | ||||
Invesco V.I. International Growth
Fund
Series I Shares |
Contractual | 2.25% | July 1, 2012 | June 30, 2013 | ||||
Series II Shares
|
Contractual | 2.50% | July 1, 2012 | June 30, 2013 | ||||
Invesco V.I. Mid Cap Core Equity
Fund
Series I Shares |
Contractual | 1.30% | September 10, 2001 | April 30, 2013 | ||||
Series II Shares
|
Contractual | 1.45% | September 10, 2001 | April 30, 2013 | ||||
Invesco V.I. Money Market Fund
Series I Shares |
Contractual | 1.30% | January 1, 2005 | April 30, 2013 | ||||
Series II Shares
|
Contractual | 1.45% | January 1, 2005 | April 30, 2013 | ||||
Invesco V.I. S&P 500 Index Fund
|
||||||||
Series I Shares
|
Contractual | 2.00% | July 1, 2012 | June 30, 2013 | ||||
Series II Shares
|
Contractual | 2.25% | July 1, 2012 | June 30, 2013 | ||||
Invesco V.I. Small Cap Equity Fund
Series I Shares |
Contractual | 1.15% | July 1, 2005 | April 30, 2013 | ||||
Series II Shares
|
Contractual | 1.40% | July 1, 2005 | April 30, 2013 | ||||
Invesco V.I. Technology Fund
Series I Shares |
Contractual | 1.30% | April 30, 2004 | April 30, 2013 | ||||
Series II Shares
|
Contractual | 1.45% | April 30, 2004 | April 30, 2013 | ||||
Invesco V.I. Utilities Fund
Series I Shares |
Contractual | 2.00% | July 1, 2012 | June 30, 2013 | ||||
Series II Shares
|
Contractual | 2.25% | July 1, 2012 | June 30, 2013 | ||||
Invesco Van Kampen V.I. American
Franchise Fund
Series I Shares |
Contractual | 0.90% | April 30, 2012 | April 30, 2014 | ||||
Series II Shares
|
Contractual | 1.15% | April 30, 2012 | April 30, 2014 | ||||
Invesco Van Kampen V.I. Comstock
Fund
Series I Shares |
Contractual | 0.72% | July 1, 2012 | April 30, 2013 | ||||
Series II Shares
|
Contractual | 0.97% | July 1, 2012 | April 30, 2013 | ||||
Invesco Van Kampen V.I. Equity
and Income Fund
Series I Shares |
Contractual | 1.50% | July 1, 2012 | June 30, 2013 | ||||
Series II Shares
|
Contractual | 1.75% | July 1, 2012 | June 30, 2013 |
17
Contractual/ | Expense | Effective Date of | Expiration | |||||
Fund | Voluntary | Limitation | Current Limit | Date | ||||
Invesco Van Kampen V.I. Growth
and Income Fund
Series I Shares |
Contractual | 0.72% | July 1, 2012 | April 30, 2013 | ||||
Series II Shares
|
Contractual | 0.97% | July 1, 2012 | April 30, 2013 | ||||
Invesco Van Kampen V.I. Mid Cap
Growth Fund
Series I Shares |
Contractual | 1.09% | April 30, 2012 | June 30, 2014 | ||||
Series II Shares
|
Contractual | 1.34% | April 30, 2012 | June 30, 2014 | ||||
Invesco Van Kampen V.I. Mid Cap
Value Fund
Series I Shares |
Contractual | 2.00% | July 1, 2012 | June 30, 2013 | ||||
Series II Shares
|
Contractual | 2.25% | July 1, 2012 | June 30, 2013 | ||||
Invesco Van Kampen V.I. Value
Opportunities Fund
Series I Shares |
Contractual | 1.30% | January 1, 2005 | April 30, 2013 | ||||
Series II Shares
|
Contractual | 1.45% | January 1, 2005 | April 30, 2013 |
18
1. | Invesco agrees that until the expiration date, if any, of the commitment set forth on the attached Exhibit B occurs, as such Exhibit B is amended from time to time, Invesco will waive advisory fees payable by an Investing Fund (defined below) in an amount equal to 100% of the net advisory fee Invesco receives on the Uninvested Cash (defined below) from the Affiliated Money Market Fund (defined below) in which the Investing Fund invests (the Waiver). |
i. | Invescos Fund Accounting Group will calculate, and apply, the Waiver monthly, based upon the average investment of Uninvested Cash made by the Investing Fund during the previous month in an Affiliated Money Market Fund. | ||
ii. | The Waiver will not apply to those Investing Funds that do not charge an advisory fee, either due to the terms of their advisory agreement, or as a result of contractual or voluntary fee waivers. | ||
iii. | The Waiver will not apply to cash collateral for securities lending. |
(a) | Affiliated Money Market Fund any existing or future Trust that holds itself out as a money market fund and complies with Rule 2a-7 under the Investment Company Act of 1940, as amended; | ||
(b) | Investing Fund any Fund investing Cash Balances and/or Cash Collateral in an Affiliated Money Market Fund; and |
(c) | Uninvested Cash cash available and uninvested by a Trust that may result from a variety of sources, including dividends or interest received on portfolio securities, |
unsettled securities transactions, strategic reserves, matured investments, proceeds from liquidation of investment securities, dividend payments, or new investor capital. | |||
2. | Neither a Trust nor Invesco may remove or amend the Waiver to a Trusts detriment prior to requesting and receiving the approval of the Board of Trustee of the applicable Funds Trust to remove or amend such Waiver. Invesco will not have any right to reimbursement of any amount so waived. |
|
By: |
/s/ John M. Zerr
|
||||
|
Title: | Senior Vice President | ||||
|
||||||
INVESCO ADVISERS, INC. | ||||||
|
||||||
|
By: |
/s/ John M. Zerr
|
||||
|
Title: | Senior Vice President |
AIM Equity Funds
(Invesco Equity
Funds)
Waiver Description
Effective Date
Expiration Date
Invesco will waive advisory fees to the
extent necessary so that advisory fees
Invesco receives do not exceed the
annualized rates listed below.
3/27/2006
12/31/2012
0.695% of the first $250M
0.615% of the next $4B
0.595% of the next $750M
0.57% of the next $2.5B
0.545% of the next $2.5B
0.52% of the excess over $10B
Series Trust
(Invesco
Treasurers
Series Trust)
Waiver Description
Effective Date
Expiration Date
Invesco will waive
advisory fees in
the amount of 0.07%
of the Funds
average daily net
assets
2/1/2011
12/31/2012
Invesco will waive
advisory fees in
the amount of 0.07%
of the Funds
average daily net
assets
2/1/2011
12/31/2012
PORTFOLIO | EFFECTIVE DATE | COMMITTED UNTIL | ||
Invesco California Tax-Free Income Fund
|
February 12, 2010 | June 30, 2013 | ||
Invesco Core Plus Bond Fund
|
June 2, 2009 | June 30, 2013 | ||
Invesco Equally-Weighted S&P 500 Fund
|
February 12, 2010 | June 30, 2013 | ||
Invesco Floating Rate Fund
|
July 1, 2007 | June 30, 2013 | ||
Invesco S&P 500 Index Fund
|
February 12, 2010 | June 30, 2013 | ||
Invesco Global Real Estate Income Fund
|
July 1, 2007 | June 30, 2013 | ||
Invesco U.S. Quantitative Core Fund
|
July 1, 2007 | June 30, 2013 | ||
Invesco Van Kampen American Franchise Fund
|
February 12, 2010 | June 30, 2013 | ||
Invesco Van Kampen Equity and Income Fund
|
February 12, 2010 | June 30, 2013 | ||
Invesco Van Kampen Growth and Income Fund
|
February 12, 2010 | June 30, 2013 | ||
Invesco Van Kampen Pennsylvania Tax Free Income Fund
|
February 12, 2010 | June 30, 2013 | ||
Invesco Van Kampen Small Cap Growth Fund
|
February 12, 2010 | June 30, 2013 |
PORTFOLIO | EFFECTIVE DATE | COMMITTED UNTIL | ||
Invesco Charter Fund
|
July 1, 2007 | June 30, 2013 | ||
Invesco Constellation Fund
|
July 1, 2007 | June 30, 2013 | ||
Invesco Disciplined Equity Fund
|
July 14, 2009 | June 30, 2013 | ||
Invesco Diversified Dividend Fund
|
July 1, 2007 | June 30, 2013 | ||
Invesco Summit Fund
|
July 1, 2007 | June 30, 2013 |
FUND | EFFECTIVE DATE | COMMITTED UNTIL | ||
Invesco European Small Company Fund
|
July 1, 2007 | June 30, 2013 | ||
Invesco Global Core Equity Fund
|
July 1, 2007 | June 30, 2013 | ||
Invesco International Small Company Fund
|
July 1, 2007 | June 30, 2013 | ||
Invesco Small Cap Equity Fund
|
July 1, 2007 | June 30, 2013 |
FUND | EFFECTIVE DATE | COMMITTED UNTIL | ||
Invesco Convertible Securities Fund
|
February 12, 2010 | June 30, 2013 | ||
Invesco Global Quantitative Core Fund
|
July 1, 2007 | June 30, 2013 | ||
Invesco Mid Cap Core Equity Fund
|
July 1, 2007 | June 30, 2013 | ||
Invesco Small Cap Growth Fund
|
July 1, 2007 | June 30, 2013 | ||
Invesco Van Kampen Leaders Fund
|
February 12, 2010 | June 30, 2013 | ||
Invesco Van Kampen U.S. Mortgage Fund
|
February 12, 2010 | June 30, 2013 |
FUND | EFFECTIVE DATE | COMMITTED UNTIL | ||
Invesco Asia Pacific Growth Fund
|
July 1, 2007 | June 30, 2013 | ||
Invesco European Growth Fund
|
July 1, 2007 | June 30, 2013 | ||
Invesco Global Growth Fund
|
July 1, 2007 | June 30, 2013 | ||
Invesco Global Opportunities Fund
|
August 1, 2012 | June 30, 2013 | ||
Invesco
Select Opportunities Fund
|
August 1, 2012 | June 30, 2013 | ||
Invesco Global Small & Mid Cap Growth Fund
|
July 1, 2007 | June 30, 2013 | ||
Invesco International Growth Fund
|
July 1, 2007 | June 30, 2013 | ||
Invesco International Core Equity Fund
|
July 1, 2007 | June 30, 2013 |
FUND | EFFECTIVE DATE | COMMITTED UNTIL | ||
Invesco Balanced-Risk Allocation Fund
*
|
May 29, 2009 | June 30, 2013 | ||
Invesco Balanced-Risk Commodity Strategy Fund
**
|
November 29, 2010 | June 30, 2013 | ||
Invesco China Fund
|
July 1, 2007 | June 30, 2013 | ||
Invesco Commodities Strategy Fund
***
|
February 12, 2010 | June 30, 2013 | ||
Invesco Developing Markets Fund
|
July 1, 2007 | June 30, 2013 | ||
Invesco Emerging Markets Equity Fund
|
May 11, 2011 | June 30, 2013 | ||
Invesco Emerging Market Local Currency Debt Fund
|
June 14, 2010 | June 30, 2013 | ||
Invesco Endeavor Fund
|
July 1, 2007 | June 30, 2013 | ||
Invesco Global Advantage Fund
|
February 12, 2010 | June 30, 2013 | ||
Invesco Global Health Care Fund
|
July 1, 2007 | June 30, 2013 | ||
Invesco International Total Return Fund
|
July 1, 2007 | June 30, 2013 | ||
Invesco Pacific Growth Fund
|
February 12, 2010 | June 30, 2013 | ||
Invesco Premium Income Fund
|
December 13, 2011 | June 30, 2013 | ||
Invesco Small Companies Fund
|
July 1, 2007 | June 30, 2013 |
FUND | EFFECTIVE DATE | COMMITTED UNTIL | ||
Invesco Dynamics Fund
|
July 1, 2007 | June 30, 2013 | ||
Invesco Global Real Estate Fund
|
July 1, 2007 | June 30, 2013 | ||
Invesco High Yield Fund
|
July 1, 2007 | June 30, 2013 | ||
Invesco High Yield Securities Fund
|
February 12, 2010 | June 30, 2013 | ||
Invesco Limited Maturity Treasury Fund
|
July 1, 2007 | June 30, 2013 | ||
Invesco Money Market Fund
|
July 1, 2007 | June 30, 2013 | ||
Invesco Municipal Bond Fund
|
July 1, 2007 | June 30, 2013 | ||
Invesco Real Estate Fund
|
July 1, 2007 | June 30, 2013 | ||
Invesco Short Term Bond Fund
|
July 1, 2007 | June 30, 2013 | ||
Invesco U.S. Government Fund
|
July 1, 2007 | June 30, 2013 | ||
Invesco Van Kampen Corporate Bond Fund
|
February 12, 2010 | June 30, 2013 |
* | Advisory fees to be waived by Invesco for Invesco Balanced-Risk Allocation Fund also include advisory fees that Invesco receives on the Uninvested Cash from the Affiliated Money Market Fund in which Invesco Cayman Commodity Fund I, Ltd. invests. | |
** | Advisory fees to be waived by Invesco for Invesco Balanced-Risk Commodity Strategy Fund also include advisory fees that Invesco receives on the Uninvested Cash from the Affiliated Money Market Fund in which Invesco Cayman Commodity Fund III, Ltd. invests. | |
*** | Advisory fees to be waived by Invesco for Invesco Commodities Strategy Fund also include advisory fees that Invesco receives on the Uninvested Cash from the Affiliated Money Market Fund in which Invesco Cayman Commodity Fund II, Ltd. Invests. |
FUND | EFFECTIVE DATE | COMMITTED UNTIL | ||
Invesco Energy Fund
|
July 1, 2007 | June 30, 2013 | ||
Invesco Gold & Precious Metals Fund
|
July 1, 2007 | June 30, 2013 | ||
Invesco Leisure Fund
|
July 1, 2007 | June 30, 2013 | ||
Invesco Technology Fund
|
July 1, 2007 | June 30, 2013 | ||
Invesco Technology Sector Fund
|
February 12, 2010 | June 30, 2013 | ||
Invesco Utilities Fund
|
July 1, 2007 | June 30, 2013 | ||
Invesco Value Fund
|
February 12, 2010 | June 30, 2013 | ||
Invesco Van Kampen American Value Fund
|
February 12, 2010 | June 30, 2013 | ||
Invesco Van Kampen Comstock Fund
|
February 12, 2010 | June 30, 2013 | ||
Invesco Van Kampen Mid Cap Growth Fund
|
February 12, 2010 | June 30, 2013 | ||
Invesco Van Kampen Small Cap Value Fund
|
February 12, 2010 | June 30, 2013 | ||
Invesco Van Kampen Value Opportunities Fund
|
February 12, 2010 | June 30, 2013 |
FUND | EFFECTIVE DATE | COMMITTED UNTIL | ||
Invesco Tax-Exempt Cash Fund
|
July 1, 2007 | June 30, 2013 | ||
Invesco Tax-Free Intermediate Fund
|
July 1, 2007 | June 30, 2013 | ||
Invesco Van Kampen High Yield Municipal Fund
|
February 12, 2010 | June 30, 2013 | ||
Invesco Van Kampen Intermediate Term Municipal Income
Fund
|
February 12, 2010 | June 30, 2013 | ||
Invesco Van Kampen Municipal Income Fund
|
February 12, 2010 | June 30, 2013 | ||
Invesco Van Kampen New York Tax Free Income Fund
|
February 12, 2010 | June 30, 2013 |
FUND | EFFECTIVE DATE | COMMITTED UNTIL | ||
Invesco V.I. Balanced-Risk Allocation Fund
****
|
December 22, 2010 | June 30, 2013 | ||
Invesco V.I. Core Equity Fund
|
July 1, 2007 | June 30, 2013 | ||
Invesco V.I. Diversified Income Fund
|
July 1, 2007 | June 30, 2013 | ||
Invesco V.I. Diversified Dividend Fund
|
February 12, 2010 | June 30, 2013 | ||
Invesco V.I. Equally-Weighted S&P 500 Fund
|
February 12, 2010 | June 30, 2013 | ||
Invesco V.I. Global Core Equity Fund
|
February 12, 2010 | June 30, 2013 | ||
Invesco V.I. Global Health Care Fund
|
July 1, 2007 | June 30, 2013 | ||
Invesco V.I. Global Real Estate Fund
|
July 1, 2007 | June 30, 2013 | ||
Invesco V.I. Government Securities Fund
|
July 1, 2007 | June 30, 2013 | ||
Invesco V.I. High Yield Fund
|
July 1, 2007 | June 30, 2013 | ||
Invesco V.I. High Yield Securities Fund
|
February 12, 2010 | June 30, 2013 | ||
Invesco V.I. International Growth Fund
|
July 1, 2007 | June 30, 2013 | ||
Invesco V.I. Mid Cap Core Equity Fund
|
July 1, 2007 | June 30, 2013 | ||
Invesco V.I. Money Market Fund
|
July 1, 2007 | June 30, 2013 | ||
Invesco V.I. S&P 500 Index Fund
|
February 12, 2010 | June 30, 2013 | ||
Invesco V.I. Small Cap Equity Fund
|
July 1, 2007 | June 30, 2013 | ||
Invesco V.I. Technology Fund
|
July 1, 2007 | June 30, 2013 | ||
Invesco V.I. Utilities Fund
|
July 1, 2007 | June 30, 2013 | ||
Invesco Van Kampen V.I. American FranchiseFund
|
February 12, 2010 | June 30, 2013 | ||
Invesco Van Kampen V.I. Comstock Fund
|
February 12, 2010 | June 30, 2013 | ||
Invesco Van Kampen V.I. Equity and Income Fund
|
February 12, 2010 | June 30, 2013 | ||
Invesco Van Kampen V.I. Growth and Income Fund
|
February 12, 2010 | June 30, 2013 | ||
Invesco Van Kampen V.I. Mid Cap Growth Fund
|
February 12, 2010 | June 30, 2013 | ||
Invesco Van Kampen V.I. American Value Fund
|
February 12, 2010 | June 30, 2013 |
**** | Advisory fees to be waived by Invesco for Invesco V.I. Balanced-Risk Allocation Fund also include an amount equal to advisory fees that Invesco receives from any money market fund or similarly pooled cash equivalent investment vehicle advised by Invesco and/or Invescos affiliates in which Invesco Cayman Commodity Fund IV, Ltd. invests. |
FUND
EFFECTIVE DATE
COMMITTED UNTIL
July 1, 2007
June 30, 2013
FUND
EFFECTIVE DATE
COMMITTED UNTIL
July 1, 2007
June 30, 2013
July 1, 2007
June 30, 2013
July 1, 2007
June 30, 2013
FUND
EFFECTIVE DATE
COMMITTED UNTIL
June 1, 2010
June 30, 2013
June 1, 2010
June 30, 2013
June 1, 2010
June 30, 2013
June 1, 2010
June 30, 2013
June 1, 2010
June 30, 2013
June 1, 2010
June 30, 2013
June 1, 2010
June 30, 2013
June 1, 2010
June 30, 2013
June 1, 2010
June 30, 2013
June 1, 2010
June 30, 2013
June 1, 2010
June 30, 2013
June 1, 2010
June 30, 2013
June 1, 2010
June 30, 2013
June 1, 2010
June 30, 2013
June 1, 2010
June 30, 2013
June 1, 2010
June 30, 2013
|
Stradley Ronon Stevens & Young, LLP
2600 One Commerce Square Philadelphia, PA 19103-7098 Telephone 215.564.8000 Fax 215.564.8120 www.stradley.com |
Re: |
AIM Investment Securities Funds (Invesco Investment Securities Funds)
Registration Statement on Form N-1A |
a) | The Trust will remain a valid and existing statutory trust under the laws of the State of Delaware. | ||
b) | The provisions of the Trust Agreement and the Bylaws relating to the issuance of the Shares will not be modified or eliminated. | ||
c) | The Resolutions will not be modified or withdrawn and will be in full force and effect on the date of each issuance of the Shares. | ||
d) | The Shares will be issued in accordance with the Trust Agreement, the Bylaws and the Resolutions. | ||
e) | The registration of an indefinite number of the Shares will remain effective. | ||
f) | Each of the Shares will be sold for the consideration described in the then current summary prospectus (if any), statutory prospectus and statement of additional information of each Fund and the consideration received by the Trust will in each event be at least equal to the net asset value per share of such Shares. |
2
Very truly yours, | ||||||
|
||||||
STRADLEY RONON STEVENS & YOUNG, LLP | ||||||
|
||||||
|
By: |
/s/ Matthew R. DiClemente
|
3
A-1
1. | This Multiple Class Plan (the Plan) adopted in accordance with Rule 18f-3 under the Act shall govern the terms and conditions under which the Funds may issue separate Classes of Shares representing interests in one or more Portfolios of each Fund. | |
2. | Definitions. As used herein, the terms set forth below shall have the meanings ascribed to them below. |
(a) | Act Investment Company Act of 1940, as amended. | ||
(b) | Invesco Cash Reserve Shares shall mean the Invesco Cash Reserve Shares Class of Invesco Money Market Fund, a Portfolio of AIM Investment Securities Funds (Invesco Investment Securities Funds). | ||
(c) | CDSC contingent deferred sales charge. | ||
(d) | CDSC Period the period of years following acquisition of Shares during which such Shares may be assessed a CDSC upon redemption. | ||
(e) | Class a class of Shares of a Fund representing an interest in a Portfolio. | ||
(f) | Class A Shares shall mean those Shares designated as Class A Shares in the Funds organizing documents. | ||
(g) | Class A2 Shares shall mean those Shares designated as Class A2 Shares in the Funds organizing documents. | ||
(h) | Class AX Shares shall mean those Shares designated as Class AX Shares in the Funds organizing documents. | ||
(i) | Class B Shares shall mean those Shares designated as Class B Shares in the Funds organizing documents. | ||
(j) | Class BX Shares shall mean those Shares designated as Class BX Shares in the Funds organizing documents. | ||
(k) | Class C Shares shall mean those Shares designated as Class C Shares in the Funds organizing documents. | ||
(l) | Class CX Shares shall mean those Shares designated as Class CX Shares in the Funds organizing documents. | ||
(m) | Class P Shares shall mean those Shares designated as Class P Shares in the Funds organizing documents. | ||
(n) | Class R Shares shall mean those Shares designated as Class R Shares in the Funds organizing documents. |
(o) | Class R5 Shares shall mean those Shares designated as Class R5 Shares in the Funds organizing documents. | ||
(p) | Class R6 Shares shall mean those Shares designated as Class R6 Shares in the Funds organizing documents. | ||
(q) | Class RX Shares shall mean those Shares designated as Class RX Shares in the Funds organizing documents. | ||
(r) | Class S Shares shall mean those Shares designated as Class S Shares in the Funds organizing documents. | ||
(s) | Class Y Shares shall mean those Shares designated as Class Y Shares in the Funds organizing documents. | ||
(t) | Distribution Expenses expenses incurred in activities which are primarily intended to result in the distribution and sale of Shares as authorized in a Plan of Distribution and/or agreements relating thereto. | ||
(u) | Distribution Fee a fee paid to the Distributor and/or financial intermediaries for Distribution Expenses. | ||
(v) | Distributor Invesco Distributors, Inc. | ||
(w) | Fund those investment companies advised by Invesco Advisers, Inc. which have adopted this Plan. | ||
(x) | Institutional Money Market Fund Shares shall mean those Shares designated as Cash Management Class Shares, Corporate Class Shares, Institutional Class Shares, Personal Investment Class Shares, Private Investment Class Shares, Reserve Class Shares and Resource Class Shares in the Funds organizing documents and representing an interest in a Portfolio distributed by Invesco Distributors, Inc. that are offered for sale to institutional customers as may be approved by the Trustees from time to time and as set forth in the Prospectus. | ||
(y) | Investor Class Shares shall mean those Shares designated as Investor Class Shares in the Funds organizing documents. | ||
(z) | Plan of Distribution any plan adopted under Rule 12b-1 under the Act with respect to payment of a Distribution Fee and/or Service Fee. | ||
(aa) | Portfolio a series of the Shares of a Fund constituting a separate investment portfolio of the Fund. | ||
(bb) | Prospectus the then currently effective prospectus and statement of additional information of a Portfolio. | ||
(cc) | Service Fee a fee paid to the Distributor and/or financial intermediaries for the ongoing provision of personal services to Fund shareholders and/or the maintenance of shareholder accounts. |
2
(dd) | Share a share of beneficial interest in a Fund. | ||
(ee) | Trustees the directors or trustees of a Fund. |
3. | Allocation of Income and Expenses. |
(a) | Distribution Fees and Service Fees Each Class shall bear directly any and all Distribution Fees and/or Service Fees payable by such Class pursuant to a Plan of Distribution adopted by the Fund with respect to such Class. | ||
(b) | Transfer Agency Fees Class R5 Shares and Class R6 Shares The Class R5 Shares and Class R6 Shares shall bear proportionately the transfer agency fees and expenses incurred with respect to such Classes, based on the relative net assets attributable to each such class. | ||
(c) | Shareholder Recordkeeping Fees Class R5 Shares and Class R6 Shares The Class R5 Shares shall bear directly the shareholder recordkeeping fees and expenses incurred with respect to such Class. Class R6 Shares are presently not eligible to charge shareholder recordkeeping fees and may do so only upon approval by the Trustees and amendment of this Plan. | ||
(d) | Transfer Agency and Shareholder Recordkeeping Fees All Shares except Class R5 Shares and Class R6 Shares Each Class of Shares, except Class R5 Shares and Class R6 Shares, shall bear proportionately the transfer agency fees and expenses and other shareholder recordkeeping fees and expenses incurred with respect to such Classes, based on the relative net assets attributable to each such Class. | ||
(e) | Allocation of Other Expenses Each Class shall bear proportionately all other expenses incurred by a Portfolio based on the relative net assets attributable to each such Class. | ||
(f) | Allocation of Income, Gains and Losses Except to the extent provided in the following sentence, each Portfolio will allocate income and realized and unrealized capital gains and losses to a Class based on the relative net assets of each Class. Notwithstanding the foregoing, each Portfolio that declares dividends on a daily basis will allocate income on the basis of settled Shares. | ||
(g) | Waiver of Fees and Reimbursement of Expenses A Portfolios adviser, underwriter or any other provider of services to the Portfolio may waive fees payable by, or reimburse expenses of, a Class, to the extent that such fees and expenses are payable, or have been paid, to such provider, and have been allocated solely to that Class as a Class expense. Such provider may also waive fees payable, or reimburse expenses paid, by all Classes in a Portfolio to the extent such fees and expenses have been allocated to such Classes in accordance with relative net assets. |
4. | Distribution and Servicing Arrangements. The distribution and servicing arrangements identified below will apply for the following Classes offered by a Fund with respect to a Portfolio. The provisions of the Prospectus describing the distribution and servicing arrangements are incorporated herein by this reference. |
3
(a) | Invesco Cash Reserve Shares. Invesco Cash Reserve Shares shall be (i) offered at net asset value, and (ii) subject to ongoing Service Fees and/or Distribution Fees approved from time to time by the Trustees and set forth in the Prospectus. | ||
(b) | Class A Shares. Class A Shares shall be offered at net asset value plus a front-end sales charge as approved from time to time by the Trustees and set forth in the Prospectus, which sales charge may be reduced or eliminated for certain money market fund shares, for larger purchases, under a combined purchase privilege, under a right of accumulation, under a letter of intent or for certain categories of purchasers as permitted by Section 22(d) of the Act and as set forth in the Prospectus. Class A Shares that are not subject to a front-end sales charge as a result of the foregoing shall be subject to a CDSC for the CDSC Period set forth in Section 5(b) of this Plan if so provided in the Prospectus. The offering price of Shares subject to a front-end sales charge shall be computed in accordance with Rule 22c-1 and Section 22(d) of the Act and the rules and regulations thereunder. Class A Shares shall be subject to ongoing Service Fees and/or Distribution Fees approved from time to time by the Trustees and set forth in the Prospectus. | ||
(c) | Class A2 Shares. Class A2 Shares shall be offered at net asset value plus a front-end sales charge as approved from time to time by the Trustees and set forth in the Prospectus, which sales charge may be reduced or eliminated for certain money market fund shares, for larger purchases, under a combined purchase privilege, under a right of accumulation, under a letter of intent or for certain categories of purchasers as permitted by Section 22(d) of the Act and as set forth in the Prospectus. The offering price of Shares subject to a front-end sales charge shall be computed in accordance with Rule 22c-1 and Section 22(d) of the Act and the rules and regulations thereunder. Class A2 Shares shall be subject to ongoing Service Fees and/or Distribution Fees approved from time to time by the Trustees and set forth in the Prospectus. | ||
(d) | Class AX Shares. Class AX Shares shall be offered at net asset value plus a front-end sales charge as approved from time to time by the Trustees and set forth in the Prospectus, which sales charge may be reduced or eliminated for certain money market fund shares, for larger purchases, under a combined purchase privilege, under a right of accumulation, under a letter of intent or for certain categories of purchasers as permitted by Section 22(d) of the Act and as set forth in the Prospectus. Class AX Shares that are not subject to a front-end sales charge as a result of the foregoing shall be subject to a CDSC for the CDSC Period set forth in Section 5(c) of this Plan if so provided in the Prospectus. The offering price of Shares subject to a front-end sales charge shall be computed in accordance with Rule 22c-1 and Section 22(d) of the Act and the rules and regulations thereunder. Class AX Shares shall be subject to ongoing Service Fees and/or Distribution Fees approved from time to time by the Trustees and set forth in the Prospectus. | ||
(e) | Class B Shares. Class B Shares shall be (i) offered at net asset value, (ii) subject to a CDSC for the CDSC Period set forth in Section 5(d), (iii) subject to ongoing Service Fees and/or Distribution Fees approved from time to time by the Trustees and set forth in the Prospectus, and subject to the exception below, |
4
(iv) converted to Class A Shares on or about the end of the month which is no less than 96 months and no more than 97 months after the date in which the shareholders order to purchase was accepted, as set forth in the Prospectus. |
Class B Shares of Invesco Money Market Fund will convert to Invesco Cash Reserve Shares of Invesco Money Market Fund. | |||
(f) | Class BX Shares. Class BX Shares shall be (i) offered at net asset value, (ii) subject to a CDSC for the CDSC Period set forth in Section 5(e), (iii) subject to ongoing Service Fees and/or Distribution Fees approved from time to time by the Trustees and set forth in the Prospectus, (iv) converted to Class AX Shares on or about the end of the month which is no less than 96 months and no more than 97 months after the date in which the shareholders order to purchase was accepted, as set forth in the Prospectus. | ||
(g) | Class C Shares. Class C Shares shall be (i) offered at net asset value, (ii) subject to a CDSC for the CDSC Period set forth in Section 5(f) if so provided in the Prospectus, and (iii) subject to ongoing Service Fees and/or Distribution Fees approved from time to time by the Trustees and set forth in the Prospectus. | ||
(h) | Class CX Shares. Class CX Shares shall be (i) offered at net asset value, (ii) subject to a CDSC for the CDSC Period set forth in Section 5(g) if so provided in the Prospectus, and (iii) subject to ongoing Service Fees and/or Distribution Fees approved from time to time by the Trustees and set forth in the Prospectus. | ||
(i) | Class P Shares. Class P Shares shall be (i) offered at net asset value, and (ii) subject to on-going Service Fees and/or Distribution Fees approved from time to time by the Trustees and set forth in the Prospectus. | ||
(j) | Class R Shares. Class R Shares shall be (i) offered at net asset value, and (ii) subject to on-going Service Fees and/or Distribution Fees approved from time to time by the Trustees and set forth in the Prospectus. | ||
(k) | Class RX Shares. Class RX Shares shall be (i) offered at net asset value, and (ii) subject to on-going Service Fees and/or Distribution Fees approved from time to time by the Trustees and set forth in the Prospectus. | ||
(l) | Class S Shares. Class S Shares shall be (i) offered at net asset value, (ii) offered only to certain categories of customers as approved from time to time by the Trustees and as set forth in the Prospectus, and (iii) may be subject to ongoing Service Fees and/or Distribution Fees approved from time to time by the Trustees and set forth in the Prospectus. | ||
(m) | Class Y Shares. Class Y Shares shall be (i) offered at net asset value and (ii) offered only to certain categories of customers as approved from time to time by the Trustees and as set forth in the Prospectus. | ||
(n) | Class R5 Shares. Class R5 Shares shall be (i) offered at net asset value and (ii) offered only to certain categories of institutional customers as approved from time to time by the Trustees and as set forth in the Prospectus. |
5
(o) | Class R6 Shares. Class R6 Shares shall be (i) offered at net asset value and (ii) offered only to certain categories of institutional customers as approved from time to time by the Trustees and as set forth in the Prospectus. | ||
(p) | Institutional Money Market Fund Shares. Institutional Money Market Fund Shares shall be (i) offered at net asset value, (ii) offered only to certain categories of institutional customers as approved from time to time by the Trustees and as set forth in the Prospectus, and (iii) may be subject to ongoing Service Fees and/or Distribution Fees as approved from time to time by the Trustees and set forth in the Prospectus. | ||
(q) | Investor Class Shares. Investor Class Shares shall be (i) offered at net asset value, (ii) offered only to certain categories of customers as approved from time to time by the Trustees and as set forth in the Prospectus, and (iii) may be subject to ongoing Service Fees and/or Distribution Fees as approved from time to time by the Trustees and set forth in the Prospectus. |
5. | CDSC. A CDSC shall be imposed upon redemptions of Class A Shares and Class AX Shares that do not incur a front-end sales charge, and of certain Invesco Cash Reserve Shares, Class B Shares, Class BX Shares, Class C Shares and Class CX Shares as follows: |
(a) | Invesco Cash Reserve Shares. Invesco Cash Reserve Shares acquired through exchange of Class A Shares of another Portfolio may be subject to a CDSC for the CDSC Period set forth in Section 5(b) of this Plan if so provided in the Prospectus. | ||
(b) | Class A Shares. The CDSC Period for Class A Shares that are subject to a CDSC shall be the period set forth in the Funds Prospectus. The CDSC rate shall be as set forth in the Prospectus, the relevant portions of which are incorporated herein by this reference. No CDSC shall be imposed on Class A Shares unless so provided in a Prospectus. | ||
(c) | Class AX Shares. The CDSC Period for Class AX Shares that are subject to a CDSC shall be the period set forth in the Funds Prospectus. The CDSC rate shall be as set forth in the Prospectus, the relevant portions of which are incorporated herein by this reference. No CDSC shall be imposed on Class AX Shares unless so provided in a Prospectus. | ||
(d) | Class B Shares. The CDSC Period for the Class B Shares shall be the period set forth in the Funds Prospectus. The CDSC rate for the Class B Shares shall be as set forth in the Prospectus, the relevant portions of which are incorporated herein by this reference. | ||
(e) | Class BX Shares. The CDSC Period for the Class BX Shares shall be the period set forth in the Funds Prospectus. The CDSC rate for the Class BX Shares shall be as set forth in the Prospectus, the relevant portions of which are incorporated herein by this reference. | ||
(f) | Class C Shares. The CDSC Period for the Class C Shares that are subject to a CDSC shall be one year. The CDSC rate for the Class C Shares that are subject |
6
to a CDSC shall be as set forth in the Prospectus, the relevant portions of which are incorporated herein by reference. |
(g) | Class CX Shares. The CDSC Period for the Class CX Shares that are subject to a CDSC shall be one year. The CDSC rate for the Class CX Shares that are subject to a CDSC shall be as set forth in the Prospectus, the relevant portions of which are incorporated herein by reference. | ||
(h) | Method of Calculation. The CDSC shall be assessed on an amount equal to the lesser of the then current market value or the cost of the Shares being redeemed. No CDSC shall be imposed on increases in the net asset value of the Shares being redeemed above the initial purchase price. No CDSC shall be assessed on Shares derived from reinvestment of dividends or capital gains distributions. The order in which Shares are to be redeemed when not all of such Shares would be subject to a CDSC shall be determined by the Distributor in accordance with the provisions of Rule 6c-10 under the Act. | ||
(i) | Waiver. The Distributor may in its discretion waive a CDSC otherwise due upon the redemption of Shares on terms disclosed in the Prospectus and, for the Class A Shares, Class AX Shares and Invesco Cash Reserve Shares, as allowed under Rule 6c-10 under the Act. | ||
(j) | CDSC Computation. The CDSC payable upon redemption of Invesco Cash Reserve Shares, Class A Shares, Class AX Shares, Class B Shares, Class BX Shares, Class C Shares and Class CX Shares subject to a CDSC shall be computed in the manner described in the Prospectus. |
6. | Exchange Privileges. Exchanges of Shares, except for Institutional Money Market Fund Shares, shall be permitted between Funds as follows: |
(a) | Shares of a Portfolio generally may be exchanged for Shares of the same Class of another Portfolio or where so provided for in the Prospectus, another registered investment company distributed by Invesco Distributors, Inc. subject to such exceptions and such terms and limitations as are disclosed in the Prospectus. | ||
(b) | Shares of a Portfolio generally may not be exchanged for Shares of a different Class of that Portfolio or another Portfolio or another registered investment company distributed by Invesco Distributors, Inc. subject to such exceptions and such terms and limitations as are disclosed in the Prospectus. | ||
(c) | Depending upon the Portfolio from which and into which an exchange is being made and when the shares were purchased, shares being acquired in an exchange may be acquired at their offering price, at their net asset value or by paying the difference in sales charges, as disclosed in the Prospectus. |
7. | Service Fees and Distribution Fees. The Service Fee and Distribution Fee applicable to any Class shall be those set forth in the Prospectus, relevant portions of which are incorporated herein by this reference. All other terms and conditions with respect to Service Fees and Distribution Fees shall be governed by the Plan of Distribution and/or |
7
agreements relating thereto adopted by the Fund with respect to such fees and Rule 12b-1 of the Act. |
8. | Conversion of Class B Shares. |
(a) | Shares Received upon Reinvestment of Dividends and Distributions Shares purchased through the reinvestment of dividends and distributions paid on Shares subject to conversion shall be treated as if held in a separate sub-account. Each time any Shares in a Shareholders account (other than Shares held in the sub-account) convert to Class A Shares (Invesco Cash Reserve Shares in the case of Invesco Money Market Fund), a proportionate number of Shares held in the sub-account shall also convert to Class A Shares (Invesco Cash Reserve Shares in the case of Invesco Money Market Fund). | ||
(b) | Conversions on Basis of Relative Net Asset Value All conversions, shall be effected on the basis of the relative net asset values of the two Classes without the imposition of any sales load or other charge. | ||
(c) | Amendments to Plan of Distribution for Class A Shares (Invesco Cash Reserve Shares in the case of Invesco Money Market Fund) If any amendment is proposed to the Plan of Distribution under which Service Fees and Distribution Fees are paid with respect to Class A Shares of a Fund (Invesco Cash Reserve Shares in the case of Invesco Money Market Fund) that would increase materially the amount to be borne by those Class A Shares (Invesco Cash Reserve Shares in the case of Invesco Money Market Fund), then no Class B Shares shall convert into Class A Shares of that Fund (Invesco Cash Reserve Shares in the case of Invesco Money Market Fund) until the holders of Class B Shares of that Fund have also approved the proposed amendment. If the holders of such Class B Shares do not approve the proposed amendment, the Trustees of the Fund and the Distributor shall take such action as is necessary to ensure that the Class voting against the amendment shall convert into another Class identical in all material respects to Class A Shares of the Fund (Invesco Cash Reserve Shares in the case of Invesco Money Market Fund) as constituted prior to the amendment. |
9. | Conversion of Class BX Shares. |
(a) | Shares Received upon Reinvestment of Dividends and Distributions Shares purchased through the reinvestment of dividends and distributions paid on Shares subject to conversion shall be treated as if held in a separate sub-account. Each time any Shares in a Shareholders account (other than Shares held in the sub-account) convert to Class AX Shares, a proportionate number of Shares held in the sub-account shall also convert to Class AX Shares. | ||
(b) | Conversions on Basis of Relative Net Asset Value All conversions shall be effected on the basis of the relative net asset values of the two Classes without the imposition of any sales load or other charge. | ||
(c) | Amendments to Plan of Distribution for Class AX Shares If any amendment is proposed to the Plan of Distribution under which Service Fees and Distribution Fees are paid with respect to Class AX Shares of a Fund that would increase |
8
materially the amount to be borne by those Class AX Shares, then no Class BX Shares shall convert into Class AX Shares of that Fund until the holders of Class BX Shares of that Fund have also approved the proposed amendment. If the holders of such Class BX Shares do not approve the proposed amendment, the Trustees of the Fund and the Distributor shall take such action as is necessary to ensure that the Class voting against the amendment shall convert into another Class identical in all material respects to Class AX Shares of the Fund as constituted prior to the amendment. |
10. | Effective Date. This Plan shall not take effect until a majority of the Trustees of a Fund, including a majority of the Trustees who are not interested persons of the Fund, shall find that the Plan, as proposed and including the expense allocations, is in the best interests of each Class individually and the Fund as a whole. | |
11. | Amendments. This Plan may not be amended to materially change the provisions of this Plan unless such amendment is approved in the manner specified in Section 9 above. | |
12. | Administration of Plan. This Plan shall be administered in compliance with all applicable provisions of the Act and all applicable rules promulgated under the Act, including but not limited to Rule 18f-3, Rule 6c-10 (with respect to the imposition of CDSCs upon the redemption of Shares) and Rule 11a-3 (with respect to exchange privileges among Shares). |
9