As filed with the United States Securities and Exchange Commission on September 26, 2014
1933 Act Registration No. 033-19338
1940 Act Registration No. 811-05426
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 | x | |||
Pre-Effective Amendment No. | ¨ | |||
Post-Effective Amendment No. 144 | x |
and/or
REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 145 | x |
(Check appropriate box or boxes.)
AIM INVESTMENT FUNDS (INVESCO INVESTMENT FUNDS)
(Exact Name of Registrant as Specified in Charter)
11 Greenway Plaza, Suite 1000, Houston, TX 77046-1173
(Address of Principal Executive Offices) (Zip Code)
Registrants Telephone Number, including Area Code: (713) 626-1919
John M. Zerr, Esquire
11 Greenway Plaza, Suite 1000, Houston, Texas 77046
(Name and Address of Agent of Service)
Copy to:
Michael Insalaco, Esquire | E. Carolan Berkley, Esquire | |
Invesco Advisers, Inc. | Stradley Ronon Stevens & Young, LLP | |
11 Greenway Plaza, Suite 1000 | 2005 Market Street, Suite 2600 | |
Houston, Texas 77046-1173 | Philadelphia, Pennsylvania 19103-7018 |
Approximate Date of Proposed Public Offering: As soon as practicable after the effective date of this Amendment.
It is proposed that this filing will become effective (check appropriate box)
¨ | immediately upon filing pursuant to paragraph (b) |
x | on October 14, 2014 pursuant to paragraph (b) |
¨ | 60 days after filing pursuant to paragraph (a)(1) |
¨ | on [date] pursuant to paragraph (a)(1) |
¨ | 75 days after filing pursuant to paragraph (a)(2) |
¨ | on [date] pursuant to paragraph (a)(2) of rule 485. |
If appropriate, check the following box:
¨ | This post-effective amendment designates a new effective date for a previously filed post-effective amendment |
Prospectus | October 14, 2014 |
■ | is not FDIC insured; |
■ | may lose value; and |
■ | is not guaranteed by a bank. |
Shareholder Fees (fees paid directly from your investment) | ||||
Class: | A | C | R | Y |
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | 4.25% | None | None | None |
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||||
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less) | None 1 | 1.00% | None | None |
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1 | A contingent deferred sales charge may apply in some cases. See "Shareholder Account Information-Contingent Deferred Sales Charges (CDSCs)." |
2 | "Other Expenses" are based on estimated amounts for the current fiscal year. |
3 | “Acquired Fund Fees and Expenses” are based on estimated amounts for the current fiscal year. |
4 | Invesco Advisers, Inc. (Invesco or the Adviser) has contractually agreed to waive advisory fees and/or reimburse expenses to the extent necessary to limit Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement (excluding Acquired Fund Fees and Expenses and certain items discussed in the SAI) of Class A, Class C, Class R and Class Y shares to 1.03%, 1.78%, 1.28% and 0.78%, respectively, of the Fund’s average daily net assets. Invesco has also contractually agreed to waive a portion of the Fund’s management fee in an amount equal to the net management fee that Invesco earns on the Fund’s investments in certain affiliated funds, which will have the effect of reducing the Acquired Fund Fees and Expenses. Unless Invesco continues the fee waiver agreements, they will terminate on October 31, 2015 and June 30, 2016, respectively. The fee waiver agreements cannot be terminated during their terms. |
Portfolio Managers | Title | Length of Service on the Fund |
Ivan Bakrac | Portfolio Manager | 2014 |
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||
Robert Waldner | Portfolio Manager | 2014 |
|
Type of Account |
Initial
Investment
Per Fund |
Additional
Investments
Per Fund |
Asset or fee-based accounts managed by your financial adviser | None | None |
|
||
Employer Sponsored Retirement and Benefit Plans and Employer Sponsored IRAs | None | None |
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||
IRAs and Coverdell ESAs if the new investor is purchasing shares through a systematic purchase plan | $25 | $25 |
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All other types of accounts if the investor is purchasing shares through a systematic purchase plan | 50 | 50 |
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IRAs and Coverdell ESAs | 250 | 25 |
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All other accounts | 1,000 | 50 |
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■ | Counterparty Risk. Certain derivatives do not trade on an established exchange (referred to as over-the-counter (OTC) derivatives) and are simply financial contracts between the Fund and a counterparty. When the Fund is owed money on an OTC derivative, the Fund is dependent on the counterparty to pay or, in some cases, deliver the underlying asset, unless the Fund can otherwise sell its derivative contract to a third party prior to its expiration. Many counterparties are financial institutions such as banks and broker-dealers and their creditworthiness (and ability to pay or perform) may be negatively impacted by factors affecting financial institutions generally. In addition, in the event that a counterparty becomes bankrupt or insolvent, the Fund’s ability to recover the collateral that the Fund has on deposit with the counterparty could be delayed or impaired. For derivatives traded on a centralized exchange, the Fund generally is dependent upon the solvency of the relevant exchange clearing house |
(which acts as a guarantor for each contractual obligation under such derivatives) for payment on derivative instruments for which the Fund is owed money. | |
■ | Leverage Risk. Many derivatives do not require a payment up front equal to the economic exposure created by owning the derivative, which creates a form of leverage. As a result, an adverse change in the value of the underlying asset could result in the Fund sustaining a loss that is substantially greater than the amount invested in the derivative. Leverage may therefore make the Fund’s returns more volatile and increase the risk of loss. The Fund segregates or earmarks liquid assets with a value at least equal to the amount that the Fund owes the derivative counterparty each day, if any, or otherwise holds instruments that offset the Fund’s daily obligation under the derivatives instrument. This process is sometimes referred to as “cover.” The amount of liquid assets needed as cover will fluctuate over time as the value of the derivative instrument rises and falls. If the value of the Fund’s derivative positions or the value of the assets used as cover unexpectedly decreases, the Fund may be forced to segregate additional liquid assets as cover or sell assets at a disadvantageous time or price to meet its derivative obligations or to meet redemption requests, which could affect management of the Fund and the Fund’s returns. In certain market conditions, losses on derivative instruments can grow larger while the value of the Fund’s other assets falls, resulting in the Fund’s derivative positions becoming a larger percentage of the Fund’s investments. |
■ | Liquidity Risk. There is a smaller pool of buyers and sellers for certain derivatives, particularly OTC derivatives, than for more traditional investments such as stocks. These buyers and sellers are often financial institutions that may be unable or unwilling to buy or sell derivatives during times of financial or market stress. Derivative instruments may therefore be less liquid than more traditional investments and the Fund may be unable to sell or exit its derivative positions at a desirable time or price. This risk may be more acute under adverse market conditions, during which the Fund may be most in need of liquidating its derivative positions. To the extent that the Fund is unable to exit 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 Fund and its ability to meet redemption requests may be impaired to the extent that a substantial portion of the Fund’s otherwise liquid assets must be used as margin or cover. Another consequence of illiquidity is that the Fund may be required to hold a derivative instrument to maturity and take or make delivery of the underlying asset that the Adviser would otherwise have attempted to avoid. |
■ | Other Risks. Compared to other types of investments, derivatives may be harder to value and may also be less tax efficient, as described under the “Taxes” section of the prospectus. In addition, changes in government regulation of derivative instruments could affect the character, timing and amount of the Fund’s taxable income or gains, and may limit or prevent the Fund from using certain types of derivative instruments as a part of its investment strategy, which could make the investment strategy more costly to implement or require the Fund to change its investment strategy. To the extent that the Fund uses derivatives for hedging or to gain or limit exposure to a particular market or market segment, there may be imperfect correlation between the value of the derivative instrument and the value of the instrument being hedged or the relevant market or market segment, in which case the Fund may not realize the intended benefits. There is also the risk that during adverse market conditions, an instrument which would usually operate as a hedge provides no hedging benefits at all. The Fund’s use of derivatives may be limited by the requirements for taxation of the Fund as a regulated investment company. |
■ | Ivan Bakrac, Portfolio Manager, who has been responsible for the Fund since 2014 and has been associated with Invesco and/or its affiliates since 2014. From 2005 to 2014, Mr. Bakrac was employed by Franklin Templeton and most recently served as Portfolio Manager and senior member of the firm’s quantitative strategies group. |
■ | Robert Waldner, Portfolio Manager, who has been responsible for the Fund since 2014 and has been associated with Invesco and/or its affiliates since 2013. From 1995 to 2013, he was employed by Franklin Templeton and most recently served as Senior Vice President. |
■ | Employer Sponsored Retirement and Benefit Plans include (i) employer sponsored pension or profit sharing plans that qualify under section 401(a) of the Internal Revenue Code of 1986, as amended (the Code), including 401(k), money purchase pension, profit sharing and defined benefit plans; (ii) 403(b) and non-qualified deferred compensation arrangements that operate similar to plans described under (i) above, such as 457 plans and executive deferred compensation arrangements; (iii) health savings accounts maintained pursuant to Section 223 of the Code; and (iv) voluntary employees’ beneficiary arrangements maintained pursuant to Section 501(c)(9) of the Code. |
■ | Individual Retirement Accounts (IRAs) include Traditional and Roth IRAs. |
■ | Employer Sponsored IRAs include Simplified Employee Pension (SEP), Salary Reduction Simplified Employee Pension (SAR-SEP), and Savings Incentive Match Plan for Employees of Small Employers (SIMPLE) IRAs. |
■ | Retirement and Benefit Plans include Employer Sponsored Retirement and Benefit Plans, IRAs and Employer Sponsored IRAs. |
1 | Class A2 shares of Invesco Tax-Free Intermediate Fund and Investor Class shares of Invesco Money Market Fund, Invesco Tax-Exempt Cash Fund, Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio do not have a 12b-1 fee; Invesco Short Term Bond Fund Class A shares and Invesco Limited Maturity Treasury Fund Class A2 shares have a 12b-1 fee of 0.15%; and Invesco Tax-Exempt Cash Fund Class A shares have a 12b-1 fee of 0.10%. |
2 | Class B shares of Invesco Money Market Fund convert to Invesco Cash Reserve Shares. Class BX shares of Invesco Money Market Fund convert to Class AX shares. |
3 | Class B shares and Class BX shares will not convert to Class A shares or Class AX shares, respectively, that have a higher 12b-1 fee rate than the respective Class B shares or Class BX shares at the time of conversion. |
4 | CDSC does not apply to redemption of Class C shares of Invesco Short Term Bond Fund unless you received Class C shares of Invesco Short Term Bond Fund through an exchange from Class C shares from another Invesco Fund that is still subject to a CDSC. |
5 | The 12b-1 fee for Class C shares of certain Funds is less than 1.00%. The “Fees and Expenses of the Fund—Annual Fund Operating Expenses” section of this prospectus reflects the actual 12b-1 fees paid by a Fund. |
■ | Investor Class shares: Invesco Diversified Dividend Fund, Invesco Dividend Income Fund, Invesco Energy Fund, Invesco European Growth Fund, Invesco Global Health Care Fund, Invesco Gold & Precious Metals Fund, Invesco High Yield Fund, Invesco International Core Equity Fund, Invesco Low Volatility Equity Yield Fund, Invesco Money Market Fund, Invesco Municipal Income Fund, Invesco Real Estate Fund, Invesco Small Cap Growth Fund, Invesco Tax-Exempt Cash Fund, Invesco Technology Fund, Invesco U.S. Government Fund, Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio. |
■ | Class A2 shares: Invesco Limited Maturity Treasury Fund and Invesco Tax-Free Intermediate Fund; |
■ | Class AX shares: Invesco Balanced-Risk Retirement Funds and Invesco Money Market Fund; |
■ | Class BX shares: Invesco Money Market Fund (new or additional investments in Class BX shares are not permitted); |
■ | Class CX shares: Invesco Balanced-Risk Retirement Funds and Invesco Money Market Fund; |
■ | Class RX shares: Invesco Balanced-Risk Retirement Funds; |
■ | Class P shares: Invesco Summit Fund; |
■ | Class S shares: Invesco Charter Fund, Invesco Conservative Allocation Fund, Invesco Growth Allocation Fund, Invesco Moderate Allocation Fund and Invesco Summit Fund; and |
■ | Invesco Cash Reserve Shares: Invesco Money Market Fund. |
■ | Investors who established accounts prior to April 1, 2002, in Investor Class shares with Invesco Distributors, Inc. (Invesco Distributors) who have continuously maintained an account in Investor Class shares (this includes anyone listed in the registration of an account, such as a joint owner, trustee or custodian, and immediate family members of such persons) with Invesco Distributors. These investors are referred to as “Investor Class grandfathered investors.” |
■ | Customers of a financial intermediary that has had an agreement with the Funds’ distributor or any Funds that offered Investor Class shares prior to April 1, 2002, that has continuously maintained such agreement. These intermediaries are referred to as “Investor Class grandfathered intermediaries.” |
■ | 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. |
■ | Invesco Tax-Free Intermediate Fund, Class A2 shares. |
■ | Invesco Money Market Fund, Investor Class shares. |
■ | Invesco Tax-Exempt Cash Fund, Investor Class shares. |
■ | Premier Portfolio, Investor Class shares. |
■ | Premier U.S. Government Money Portfolio, Investor Class shares. |
■ | Premier Tax-Exempt Portfolio, Investor Class shares. |
■ | All Funds, Class Y shares |
■ | Class A shares: 0.25% |
■ | Class B shares: 1.00% |
■ | Class C shares: 1.00% |
■ | Class P shares: 0.10% |
■ | Class R shares: 0.50% |
■ | Class S shares: 0.15% |
■ | Invesco Cash Reserve Shares: 0.15% |
■ | Investor Class shares: 0.25% |
Category IV Initial Sales Charges | |||
Investor’s Sales Charge | |||
Amount invested |
As
a % of
Offering Price |
As
a % of
Investment |
|
Less than | $100,000 | 2.50% | 2.56% |
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$100,000 but less than | $250,000 | 1.75 | 1.78 |
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$250,000 but less than | $500,000 | 1.25 | 1.27 |
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■ | Investors who purchase shares through a fee-based advisory account with an approved financial intermediary. In a fee based advisory program, a financial intermediary typically charges each investor a fee based on the value of the investor’s account in exchange for servicing that account. |
■ | Employer Sponsored Retirement and Benefit Plans and Employer Sponsored IRAs maintained on retirement platforms or by the Funds’ transfer agent or its affiliates: |
■ | with assets of at least $1 million; or |
■ | with at least 100 employees eligible to participate in the plan; or |
■ | that execute plan level or multiple-plan level transactions through a single omnibus account per Fund. |
■ | Any investor who purchases his or her shares with the proceeds of an in kind rollover, transfer or distribution from a Retirement and Benefit Plan where the account being funded by such rollover is to be maintained by the same financial intermediary, trustee, custodian or administrator that maintained the plan from which the rollover distribution funding such rollover originated, or an affiliate thereof. |
■ | Investors who own Investor Class shares of a Fund, who purchase Class A shares of a different Fund. |
■ | Funds of funds or other pooled investment vehicles. |
■ | Insurance company separate accounts. |
■ | Any current or retired trustee, director, officer or employee of any Invesco Fund or of Invesco Ltd. or any of its subsidiaries. |
■ | Any registered representative or employee of any financial intermediary who has an agreement with Invesco Distributors to sell shares of the Invesco Funds (this includes any members of his or her immediate family). |
■ | Any investor purchasing shares through a financial intermediary that has a written arrangement with the Funds’ distributor in which the Funds’ distributor has agreed to participate in a no transaction fee program in which the financial intermediary will make Class A shares available without the imposition of a sales charge. |
■ | reinvesting dividends and distributions; |
■ | exchanging shares of one Fund that were previously assessed a sales charge for shares of another Fund; |
■ | purchasing shares in connection with the repayment of an Employer Sponsored Retirement and Benefit Plan loan administered by the Funds’ transfer agent; and |
■ | purchasing Class A shares with proceeds from the redemption of Class B, Class C, Class R or Class Y shares where the redemption and purchase are effectuated on the same business day due to the distribution of a Retirement and Benefit Plan maintained by the Funds’ transfer agent or one of its affiliates. |
1. | an individual account owner; |
2. | immediate family of the individual account owner (including the individual’s spouse or domestic partner and the individual’s children, step-children or grandchildren) as well as the individual’s parents, step-parents, the parents of the individual’s spouse or domestic partner, grandparents and siblings; |
3. | a Retirement and Benefit Plan so long as the plan is established exclusively for the benefit of an individual account owner; and |
4. | a Coverdell Education Savings Account (Coverdell ESA), maintained pursuant to Section 530 of the Code (in either case, the account must be established by an individual account owner or have an individual account owner named as the beneficiary thereof). |
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. |
CDSC Category I | |
Year since purchase made | Class B CDSC |
First | 5.00% |
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Second | 4.00 |
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Third | 3.00 |
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Fourth | 3.00 |
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Fifth | 2.00 |
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Sixth | 1.00 |
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Seventh and following | None |
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CDSC Category II | |
Year since purchase made | Class B CDSC |
First | 5.00% |
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Second | 4.00 |
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Third | 3.00 |
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Fourth | 2.00 |
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Fifth | 2.00 |
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Sixth | 1.00 |
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Seventh and following | None |
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CDSC Category III | |
Year since purchase made | Class B CDSC |
First | 5.00% |
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Second | 4.00 |
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Third | 3.00 |
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Fourth | 2.50 |
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Fifth | 1.50 |
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Sixth | None |
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CDSC Category IV | |
Year since purchase made | Class B CDSC |
First | 4.00% |
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Second | 3.75 |
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Third | 3.50 |
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Fourth | 2.50 |
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Fifth | 1.50 |
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Sixth | 1.00 |
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Seventh and following | None |
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CDSC Category V | |
Year since purchase made | Class B CDSC |
First | 2.00% |
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Second | 1.50 |
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Third | 1.00 |
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Fourth | 0.50 |
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Fifth and following | None |
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CDSC Category VI | ||
Year since purchase made |
Class
B CDSC
purchased before June 1, 2005 |
Class
B CDSC
purchased on or after June 1, 2005 |
First | 3.00% | 4.00% |
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Second | 2.50 | 4.00 |
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Third | 2.00 | 3.00 |
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Fourth | 1.00 | 2.50 |
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Fifth | None | 1.50 |
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Sixth and following | None | None |
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CDSC Category VII | |
Year since purchase made | Class B CDSC |
First | 4.00% |
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Second | 4.00 |
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Third | 3.00 |
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Fourth | 2.50 |
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Fifth | 1.50 |
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Sixth and following | None |
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■ | If you participate in the Systematic Redemption Plan and withdraw up to 12% of the value of your shares that are subject to a CDSC in any twelve-month period. |
■ | If you redeem shares to pay account fees. |
■ | If you are the executor, administrator or beneficiary of an estate or are otherwise entitled to assets remaining in an account following the death or post-purchase disability of a shareholder or beneficial owner and you choose to redeem those shares. |
■ | Class C shares of Invesco Short Term Bond Fund. |
■ | Class A shares of Invesco Tax-Exempt Cash Fund. |
■ | Class A2 shares of Invesco Limited Maturity Treasury Fund and Invesco Tax-Free Intermediate Fund. |
■ | Invesco Cash Reserve Shares of Invesco Money Market Fund. |
■ | Investor Class shares of any Fund. |
■ | Class P shares of Invesco Summit Fund. |
■ | Class S shares of Invesco Charter Fund, Invesco Conservative Allocation Fund, Invesco Growth Allocation Fund, Invesco Moderate Allocation Fund and Invesco Summit Fund. |
■ | Class Y shares of any Fund. |
Type of Account |
Initial
Investment
Per Fund |
Additional
Investments Per Fund |
Asset or fee-based accounts managed by your financial adviser | None | None |
|
||
Employer Sponsored Retirement and Benefit Plans and Employer Sponsored IRAs | None | None |
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IRAs and Coverdell ESAs if the new investor is purchasing shares through a systematic purchase plan | $25 | $25 |
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All other accounts if the investor is purchasing shares through a systematic purchase plan | 50 | 50 |
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IRAs and Coverdell ESAs | 250 | 25 |
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All other accounts | 1,000 | 50 |
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Opening An Account | Adding To An Account | |
Through a Financial Adviser | Contact your financial adviser. | Contact your financial adviser. |
By Mail |
Mail
completed account application and check to the Funds’ transfer agent,
Invesco Investment Services, Inc. P.O. Box 219078, Kansas City, MO 64121-9078. The Funds’ transfer agent does NOT accept the following types of payments: Credit Card Checks, Temporary/Starter Checks, Third Party Checks, and Cash.* |
Mail your check and the remittance slip from your confirmation statement to the Funds’ transfer agent. The Funds’ transfer agent does NOT accept the following types of payments: Credit Card Checks, Temporary/Starter Checks, Third Party Checks, and Cash.* |
By Wire | Mail completed account application to the Funds’ transfer agent. Call the Funds’ transfer agent at (800) 959-4246 to receive a reference number. Then, use the wire instructions provided below. | Call the Funds’ transfer agent to receive a reference number. Then, use the wire instructions provided below. |
Wire Instructions |
Beneficiary
Bank ABA/Routing #: 011001234
Beneficiary Account Number: 729639 Beneficiary Account Name: Invesco Investment Services, Inc. RFB: Fund Name, Reference # OBI: Your Name, Account # |
|
By Telephone | Open your account using one of the methods described above. | Select the Bank Account Information option on your completed account application or complete a Systematic Options and Bank Information Form. Mail the application or form to the Funds’ transfer agent. Once the Funds’ transfer agent has received the form, call the Funds’ transfer agent at the number below to place your purchase order. |
Automated Investor Line | Open your account using one of the methods described above. | Call the Funds’ transfer agent’s 24-hour Automated Investor Line at 1-800-246-5463. You may place your order after you have provided the bank instructions that will be requested. |
Opening An Account | Adding To An Account | |
By Internet | Open your account using one of the methods described above. | Access your account at www.invesco.com/us. The proper bank instructions must have been provided on your account. You may not purchase shares in Retirement and Benefit Plans on the internet. |
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* | Cash includes cash equivalents. Cash equivalents are cashier’s checks, official checks, bank drafts, traveler’s checks, treasurer’s checks, postal money orders or money orders. |
■ | Your account balance in the Fund paying the dividend or distribution must be at least $5,000; and |
■ | Your account balance in the Fund receiving the dividend or distribution must be at least $500. |
How to Redeem Shares | |
Through a Financial Adviser or Financial Intermediary | Contact your financial adviser or financial intermediary. |
By Mail | Send a written request to the Funds’ transfer agent which includes: |
■
Original signatures of all registered owners/trustees;
■ The dollar value or number of shares that you wish to redeem; ■ The name of the Fund(s) and your account number; ■ The cost basis method or specific shares you wish to redeem for tax reporting purposes, if different than the method already on record; and |
|
■
Signature guarantees, if necessary (see below).
The Funds’ transfer agent may require that you provide additional documentation, or information, such as corporate resolutions or powers of attorney, if applicable. If you are redeeming from a Retirement and Benefit Plan, you must complete the appropriate distribution form. |
|
By Telephone |
Call
the Funds’ transfer agent at 1-800-959-4246. You will be allowed to redeem by telephone if:
■ Your redemption proceeds are to be mailed to your address on record (and there has been no change in your address of record within the last 15 days) or transferred electronically to a pre-authorized checking account; ■ You do not hold physical share certificates; ■ You can provide proper identification information; ■ Your redemption proceeds do not exceed $250,000 per Fund; and ■ You have not previously declined the telephone redemption privilege. |
You may, in limited circumstances, initiate a redemption from an Invesco IRA by telephone. Redemptions from Retirement and Benefit Plans may be initiated only in writing and require the completion of the appropriate distribution form, as well as employer authorization. |
How to Redeem Shares | |
Automated Investor Line | Call the Funds’ transfer agent’s 24-hour Automated Investor Line at 1-800-246-5463. You may place your redemption order after you have provided the bank instructions that will be requested. |
By Internet |
Place
your redemption request at www.invesco.com/us. You will be allowed to redeem by Internet if:
■ You do not hold physical share certificates; ■ You can provide proper identification information; ■ Your redemption proceeds do not exceed $250,000 per Fund; and ■ You have already provided proper bank information. Redemptions from Retirement and Benefit Plans may be initiated only in writing and require the completion of the appropriate distribution form, as well as employer authorization. |
|
■ | Invesco Money Market Fund, Invesco Cash Reserve Shares, Class AX shares, Class Y shares and Investor Class shares |
■ | Invesco Tax-Exempt Cash Fund, Class A shares, Class Y shares and Investor Class shares |
■ | Premier Portfolio, Investor Class shares |
■ | Premier Tax-Exempt Portfolio, Investor Class shares |
■ | Premier U.S. Government Money Portfolio, Investor Class shares |
■ | When your redemption proceeds will equal or exceed $250,000 per Fund. |
■ | When you request that redemption proceeds be paid to someone other than the registered owner of the account. |
■ | When you request that redemption proceeds be sent somewhere other than the address of record or bank of record on the account. |
■ | When you request that redemption proceeds be sent to a new address or an address that changed in the last 15 days. |
■ | Investor Class shares cannot be exchanged for Class A shares of any Fund which offers Investor Class shares. |
■ | Class A2 shares of Invesco Limited Maturity Treasury Fund and Invesco Tax-Free Intermediate Fund cannot be exchanged for Class A shares of those Funds. |
■ | Invesco Cash Reserve Shares cannot be exchanged for Class C or R shares if the shares being exchanged were acquired by exchange from Class A shares of any Fund. |
■ | All existing systematic exchanges and reallocations will cease and these options will no longer be available on all 403(b) prototype plans. |
■ | 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 |
■ | If you have physical share certificates, you must return them to the Funds’ transfer agent in order to effect the exchange. |
■ | Conversions into or out of Class B or Class BX of the same Fund (except for automatic conversions to Class A or Class AX, respectively, of the same Fund, as described under “Choosing a Share Class” in this prospectus). |
■ | Conversions into Class A from Class A2 of the same Fund. |
■ | Conversions into Class A2, Class AX, Class CX, Class P, Class RX or Class S of the same Fund. |
■ | Conversions involving share classes of Invesco Senior Loan Fund. |
■ | Reject or cancel all or any part of any purchase or exchange order. |
■ | Modify any terms or conditions related to the purchase, redemption or exchange of shares of any Fund. |
■ | Reject or cancel any request to establish a Systematic Purchase Plan, Systematic Redemption Plan or Portfolio Rebalancing Program. |
■ | Modify or terminate any sales charge waivers or exceptions. |
■ | Suspend, change or withdraw all or any part of the offering made by this prospectus. |
■ | Trade activity monitoring. |
■ | Discretion to reject orders. |
■ | Purchase blocking. |
■ | The use of fair value pricing consistent with procedures approved by the Board. |
■ | The money market funds are offered to investors as cash management vehicles; therefore, investors should be able to purchase and redeem shares regularly and frequently. |
■ | One of the advantages of a money market fund as compared to other investment options is liquidity. Any policy that diminishes the liquidity of the money market funds will be detrimental to the continuing operations of such Funds. |
■ | The money market funds’ portfolio securities are valued on the basis of amortized cost, and such Funds seek to maintain a constant net asset value. As a result, the money market funds are not subject to price arbitrage opportunities. |
■ | Because the money market funds seek to maintain a constant net asset value, investors are more likely to expect to receive the amount they originally invested in the Funds upon redemption than other mutual funds. |
■ | 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 Fund’s 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. |
■ | 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. |
■ | 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. |
■ | A portion of income dividends paid by a Fund to you may be reported as qualified dividend income eligible for taxation by individual shareholders at long-term capital gain rates, provided certain holding period requirements are met. These reduced rates generally are available for dividends derived from a Fund’s 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. |
■ | The use of derivatives by a Fund 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. |
■ | Distributions declared to shareholders with a record date in December—if paid to you by the end of January—are taxable for federal income tax purposes as if received in December. |
■ | 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 Fund’s 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. |
■ | The conversion of shares of one class of a 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. |
■ | At the time you purchase your Fund shares, the Fund’s 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.” | |
■ | 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. |
■ | 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. |
■ | An additional 3.8% Medicare tax is 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 person’s “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. This Medicare tax, if applicable, is reported by you on, and paid with, your federal income tax return. |
■ | Fund distributions and gains from sale or exchange of your Fund shares generally are subject to state and local income taxes. |
■ | 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. |
■ | 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. |
■ | Under the Foreign Account Tax Compliance Act (FATCA), a Fund will be required to withhold a 30% tax on (a) income dividends paid by the Fund after June 30, 2014, and (b) certain capital gain distributions and the proceeds arising from the sale of Fund shares paid by the Fund after December 31, 2016, to certain foreign entities, referred to as foreign financial institutions or non-financial foreign entities, that fail to comply (or be deemed compliant) with extensive new reporting and withholding requirements designed to inform the U.S. Department of the Treasury of U.S.-owned foreign investment accounts. A Fund may disclose the information that it receives from its shareholders to the IRS, non-U.S. taxing authorities or other parties as necessary to comply with FATCA. Withholding also may be required if a foreign entity that is a shareholder of a Fund fails to provide the Fund with appropriate certifications or other documentation concerning its status under FATCA. |
■ | If a Fund invests in an underlying fund taxed as a regulated investment company, please see any relevant section below for more information regarding the Fund’s investment in such underlying fund. |
■ | You will not be required to include the “exempt-interest” portion of dividends paid by the Fund in either your gross income for federal income |
tax purposes or your net investment income subject to the additional 3.8% Medicare tax. 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. | |
■ | 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. |
■ | Exempt-interest dividends from interest earned on municipal securities of a state, or its political subdivisions, generally are exempt from that state’s personal income tax. Most states, however, do not grant tax-free treatment to interest from municipal securities of other states. |
■ | 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. |
■ | 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. |
■ | 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. |
■ | 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 Fund’s shares, to decline. |
■ | A Fund does not anticipate realizing any long-term capital gains. |
■ | 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. |
■ | 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. |
■ | 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. |
■ | 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. |
■ | The Fund’s 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. |
■ | The Funds’ strategies of investing through its Subsidiary in derivatives and other financially linked instruments whose performance is expected to correspond to the 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 commodities. |
■ | 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 (upon which only the fund that received the PLR can rely), 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. The Funds intend to limit their investments in their respective Subsidiary to no more than 25% of the value of each Fund’s total assets in order to satisfy the asset diversification requirement. |
■ | 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 suspended issuance of any further PLRs in 2011 pending a review of its position. |
■ | 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 Fund’s 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. |
■ | The Fund intends to invest a significant portion of its assets in MLPs, which are generally treated as partnerships for U.S. federal income tax purposes. To the extent that the Fund invests in equity securities of an MLP, the Fund will be a partner in such MLP. Accordingly, the Fund will be required to take into account the Fund’s allocable share of the income, gains, losses, deductions, and credits recognized by each such MLP, regardless of whether the MLP distributes cash to the Fund. MLP distributions to partners, such as the Fund, are not taxable unless the cash amount (or in certain cases, the fair market value of marketable securities) distributed exceeds the the Fund’s basis in its MLP interest. The Fund expects that the cash distributions it will receive with respect to its investments in equity securities of MLPs will exceed the net taxable income allocated to the Fund from such MLPs because of tax deductions such as depreciation, amortization and depletion that will be allocated to the Fund from the MLPs. No assurance, however, can be given in this regard. If this expectation is not realized, the Fund will have a larger corporate income tax expense than expected, which will result in less cash available for distribution to shareholders. |
■ | The Fund will recognize gain or loss on the sale, exchange or other taxable disposition of its portfolio assets, including equity securities of MLPs, equal to the difference between the amount realized by the Fund on the sale, exchange or other taxable disposition and the Fund’s adjusted tax basis in such assets. Any such gain will be subject to U.S. federal income tax at the regular graduated corporate rates (currently at a maximum rate of 35%), regardless of how long the Fund has held such assets since preferential capital gain rates do not apply to regular corporations such as the Fund. The amount realized by the Fund in any case generally will be the amount paid by the purchaser of the assets plus, in the case of MLP equity securities, the Fund’s allocable share, if any, of the MLP’s debt that will be allocated to the purchaser as a result of the sale, exchange or other taxable disposition. The Fund’s tax basis in its equity securities in an MLP generally is equal to the amount the Fund paid for the equity securities, (x) increased by the Fund’s allocable share of the MLP’s net taxable income and certain MLP debt, if any, and (y) decreased by the Fund’s allocable share of the MLP’s net losses and any distributions received by the Fund from the MLP. Although any distribution by an MLP to the Fund in excess of the Fund’s allocable share of such MLP’s net taxable income may create a temporary economic benefit to |
the Fund, net of a deferred tax liability, such distribution will decrease the Fund’s tax basis in its MLP investment and will therefore increase the amount of gain (or decrease the amount of loss) that will be recognized on the sale of an equity security in the MLP by the Fund. To the extent that the Fund has a net capital loss in any year, the net capital loss can be carried back three taxable years and forward five taxable years to reduce the Fund’s capital gains in such years. In the event a capital loss carryover cannot be utilized in the carryover periods, the Fund’s federal income tax liability may be higher than expected, which will result in less cash available to distribute to shareholders. | |
■ | The Fund’s allocable share of certain percentage depletion deductions and intangible drilling costs of the MLPs in which the Fund invests may be treated as items of tax preference for purposes of calculating the Fund’s alternative minimum taxable income. Such items may increase the Fund’s alternative minimum taxable income and increase the likelihood that the Fund may be subject to the alternative minimum tax. |
■ | Distributions by the Fund of cash or property in respect of the shares (other than certain distributions in redemption of shares) will be treated as dividends for U.S. federal income tax purposes to the extent paid from the Fund’s current or accumulated earnings and profits (as determined under U.S. federal income tax principles). Generally, the Fund’s earnings and profits are computed based upon the Fund’s taxable income (loss), with certain specified adjustments. Any such dividend likely will be eligible for the dividends received deduction if received by an otherwise qualifying corporate U.S. shareholder that meets certain holding period and other requirements for the dividends received deduction. Dividends paid by the Fund to certain non-corporate U.S. shareholders (including individuals), generally are eligible for U.S. federal income taxation at the rates generally applicable to long-term capital gains for individuals provided that the U.S. shareholder receiving the dividend satisfies applicable holding period and other requirements. Otherwise, dividends paid by the Fund to non-corporate U.S. Shareholders (including individuals) will be taxable at ordinary income rates. |
■ | If the amount of a Fund distribution exceeds the Fund’s current and accumulated earnings and profits, such excess will be treated first as a tax- deferred return of capital to the extent of, and in reduction of, a shareholder’s tax basis in the shares, and thereafter as capital gain to the extent the shareholder held the shares as a capital asset. Any such capital gain will be long-term capital gain if such shareholder has held the applicable shares for more than one year. The portion of the distribution received by a shareholder from the Fund that is treated as a return of capital will decrease the shareholder’s tax basis in his or her Fund shares (but not below zero), which will result in an increase in the amount of gain (or decrease in the amount of loss) that will be recognized by the shareholder for tax purposes on the later sale of such Fund shares. |
■ | The Fund anticipates that the cash distributions it will receive with respect to its investments in equity securities of MLPs and which it will distribute to its shareholders will exceed the Fund’s current and accumulated earnings and profits. Accordingly, the Fund expects that only a part of its distributions to shareholders with respect to the shares will be treated as dividends for U.S. federal income tax purposes. No assurance, however, can be given in this regard. |
■ | Special rules may apply to the calculation of the Fund’s earnings and profits. For example, the Fund’s earnings and profits will be calculated using the straight-line depreciation method rather than the accelerated depreciation method. This difference in treatment may, for example, result in the Fund’s earnings and profits being higher than the Fund’s taxable income or loss in a particular year if the MLPs in which the Fund invests calculate their income using accelerated depreciation. Because of these special earnings profits rules, the Fund may make distributions in a particular year out of earnings and profits (treated as dividends) in excess of the amount of the Fund’s taxable income or loss for such year, which |
means that a larger percentage of the Fund ’s distributions could be taxable to shareholders as ordinary income instead of tax advantaged return of capital or capital gain. | |
■ | Shareholders that receive distributions in shares rather than in cash will be treated for U.S. federal income tax purposes as having (i) received a cash distribution equal to the fair market value of the shares received and (ii) reinvested such amount in shares. |
■ | A redemption of shares will be treated as a sale or exchange of such shares, provided the redemption is not essentially equivalent to a dividend, is a substantially disproportionate redemption, is a complete redemption of a shareholder’s entire interest in the Fund, or is in partial liquidation of such Fund. Redemptions that do not qualify for sale or exchange treatment will be treated as distributions as described above. Upon a redemption treated as a sale or exchange under these rules, a shareholder generally will recognize capital gain or loss equal to the difference between the adjusted tax basis of his or her shares and the amount received when they are sold. |
■ | If the Fund is required to sell portfolio securities to meet redemption requests, the Fund may recognize income and gains for U.S. federal, state and local income and other tax purposes, which may result in the imposition of corporate income or other taxes on the Fund and may increase the Fund’s current and accumulated earnings and profits, which will result in a greater portion of distributions to Fund shareholders being treated as dividends. 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 Fund’s default method of average cost, unless you instruct the Fund to use a different calculation 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. |
■ | The conversion of shares of one class of a 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. |
■ | At the time you purchase your Fund shares, the Fund’s net asset value may reflect undistributed income, 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.” |
■ | 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. |
■ | A 3.8% Medicare tax will be imposed on certain net investment income (including ordinary dividends 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 person’s “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. This Medicare tax, if applicable, is reported by you on, and paid with, your federal income tax return. | |
■ | Fund distributions and gains from sale or exchange of your Fund shares generally are subject to state and local income taxes. |
■ | 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. |
■ | Under the Foreign Account Tax Compliance Act (FATCA), a Fund will be required to withhold a 30% tax on (a) income dividends paid by the Fund after June 30, 2014, and (b) certain capital gain distributions and the proceeds arising from the sale of Fund shares paid by the Fund after December 31, 2016, to certain foreign entities, referred to as foreign financial institutions or non-financial foreign entities, that fail to comply (or be deemed compliant) with extensive new reporting and withholding requirements designed to inform the U.S. Department of the Treasury of U.S.-owned foreign investment accounts. A Fund may disclose the information that it receives from its shareholders to the IRS, non-U.S. taxing authorities or other parties as necessary to comply with FATCA. Withholding also may be required if a foreign entity that is a shareholder of a Fund fails to provide the Fund with appropriate certifications or other documentation concerning its status under FATCA. |
By Mail: |
Invesco
Investment Services, Inc.
P.O. Box 219078 Kansas City, MO 64121-9078 |
By Telephone: | (800) 959-4246 |
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 |
Invesco
Unconstrained Bond Fund
SEC 1940 Act file number: 811-05426 |
invesco.com/us | UCB-PRO-1 |
Prospectus | October 14, 2014 |
■ | is not FDIC insured; |
■ | may lose value; and |
■ | is not guaranteed by a bank. |
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 |
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Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less) | None | None |
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1 | "Other Expenses" are based on estimated amounts for the current fiscal year. |
2 | “Acquired Fund Fees and Expenses” are based on estimated amounts for the current fiscal year. |
3 | Invesco Advisers, Inc. (Invesco or the Adviser) has contractually agreed to waive advisory fees and/or reimburse expenses to the extent necessary to limit Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement (excluding Acquired Fund Fees and Expenses and certain items discussed in the SAI) of each of Class R5 and Class R6 to 0.78% of the Fund’s average daily net assets. Invesco has also contractually agreed to waive a portion of the Fund’s management fee in an amount equal to the net management fee that Invesco earns on the Fund’s investments in certain affiliated funds, which will have the effect of reducing the Acquired Fund Fees and Expenses. Unless Invesco continues the fee waiver agreements, they will terminate on October 31, 2015 and June 30, 2016, respectively. The fee waiver agreements cannot be terminated during their terms. |
Portfolio Managers | Title | Length of Service on the Fund |
Ivan Bakrac | Portfolio Manager | 2014 |
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Robert Waldner | Portfolio Manager | 2014 |
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■ | Counterparty Risk. Certain derivatives do not trade on an established exchange (referred to as over-the-counter (OTC) derivatives) and are simply financial contracts between the Fund and a counterparty. When the Fund is owed money on an OTC derivative, the Fund is dependent on the counterparty to pay or, in some cases, deliver the underlying asset, unless the Fund can otherwise sell its derivative contract to a third party prior to its expiration. Many counterparties are financial institutions such as banks and broker-dealers and their creditworthiness (and ability to pay or perform) may be negatively impacted by factors affecting financial institutions generally. In addition, in the event that a counterparty becomes bankrupt or insolvent, the Fund’s ability to recover the collateral that the Fund has on deposit with the counterparty could be delayed or impaired. For derivatives traded on a centralized exchange, the Fund generally is dependent upon the solvency of the relevant exchange clearing house (which acts as a guarantor for each contractual obligation under such derivatives) for payment on derivative instruments for which the Fund is owed money. |
■ | Leverage Risk. Many derivatives do not require a payment up front equal to the economic exposure created by owning the derivative, which creates a form of leverage. As a result, an adverse change in the value of the underlying asset could result in the Fund sustaining a loss that is substantially greater than the amount invested in the derivative. Leverage may therefore make the Fund’s returns more volatile and increase the risk of loss. The Fund segregates or earmarks liquid assets with a value at least equal to the amount that the Fund owes the derivative counterparty each day, if any, or otherwise holds instruments that offset the Fund’s daily obligation under the derivatives instrument. This process is sometimes referred to as “cover.” The amount of liquid assets needed as cover will fluctuate over time as the value of the derivative instrument rises and falls. If the value of the Fund’s derivative positions or the value of the assets used as cover unexpectedly decreases, the Fund may be forced to segregate additional liquid assets as cover or sell assets at a disadvantageous time or price to meet its derivative obligations or to meet redemption requests, which could affect management of the Fund and the Fund’s returns. In certain market conditions, losses on derivative instruments can grow larger while the value of the Fund’s other assets falls, resulting in the Fund’s derivative positions becoming a larger percentage of the Fund’s investments. |
■ | Liquidity Risk. There is a smaller pool of buyers and sellers for certain derivatives, particularly OTC derivatives, than for more traditional investments such as stocks. These buyers and sellers are often financial institutions that may be unable or unwilling to buy or sell derivatives during times of financial or market stress. Derivative instruments may therefore be less liquid than more traditional investments and the Fund may be unable to sell or exit its derivative positions at a desirable time or price. This risk may be more acute |
under adverse market conditions, during which the Fund may be most in need of liquidating its derivative positions. To the extent that the Fund is unable to exit 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 Fund and its ability to meet redemption requests may be impaired to the extent that a substantial portion of the Fund’s otherwise liquid assets must be used as margin or cover. Another consequence of illiquidity is that the Fund may be required to hold a derivative instrument to maturity and take or make delivery of the underlying asset that the Adviser would otherwise have attempted to avoid. | |
■ | Other Risks. Compared to other types of investments, derivatives may be harder to value and may also be less tax efficient, as described under the “Taxes” section of the prospectus. In addition, changes in government regulation of derivative instruments could affect the character, timing and amount of the Fund’s taxable income or gains, and may limit or prevent the Fund from using certain types of derivative instruments as a part of its investment strategy, which could make the investment strategy more costly to implement or require the Fund to change its investment strategy. To the extent that the Fund uses derivatives for hedging or to gain or limit exposure to a particular market or market segment, there may be imperfect correlation between the value of the derivative instrument and the value of the instrument being hedged or the relevant market or market segment, in which case the Fund may not realize the intended benefits. There is also the risk that during adverse market conditions, an instrument which would usually operate as a hedge provides no hedging benefits at all. The Fund’s use of derivatives may be limited by the requirements for taxation of the Fund as a regulated investment company. |
■ | Ivan Bakrac, Portfolio Manager, who has been responsible for the Fund since 2014 and has been associated with Invesco and/or its affiliates since 2014. From 2005 to 2014, Mr. Bakrac was employed by Franklin Templeton and most recently served as Portfolio Manager and senior member of the firm’s quantitative strategies group. |
■ | Robert Waldner, Portfolio Manager, who has been responsible for the Fund since 2014 and has been associated with Invesco and/or its affiliates since 2013. From 1995 to 2013, he was employed by Franklin Templeton and most recently served as Senior Vice President. |
■ | Employer Sponsored Retirement and Benefit Plans include (i) employer sponsored pension or profit sharing plans that qualify under section 401(a) of the Internal Revenue Code of 1986, as amended (the Code), including 401(k), money purchase pension, profit sharing and defined benefit plans; (ii) 403(b) and non-qualified deferred compensation arrangements that operate similar to plans described under (i) above, such as 457 plans and executive deferred compensation arrangements; (iii) health savings accounts maintained pursuant to Section 223 of the Code; and (iv) voluntary employees’ beneficiary arrangements maintained pursuant to Section 501(c)(9) of the Code. |
■ | Individual Retirement Accounts (IRAs) include Traditional and Roth IRAs. |
■ | Employer Sponsored IRAs include Simplified Employee Pension (SEP), Salary Reduction Simplified Employee Pension (SAR-SEP), and Savings Incentive Match Plan for Employees of Small Employers (SIMPLE) IRAs. |
■ | Retirement and Benefit Plans include Employer Sponsored Retirement and Benefit Plans, IRAs and Employer Sponsored IRAs. |
How to Redeem Shares | |
Through a Financial Adviser or Financial Intermediary | Contact your financial adviser or financial intermediary. Redemption proceeds will be sent in accordance with the wire instructions specified in the account application provided to the Funds’ transfer agent. The Funds’ transfer agent must receive your financial adviser’s or financial intermediary’s 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 day’s 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 Funds’ 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 day’s closing price. |
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■ | Reject or cancel all or any part of any purchase or exchange order. |
■ | Modify any terms or conditions related to the purchase, redemption or exchange of shares of any Fund. |
■ | Suspend, change or withdraw all or any part of the offering made by this prospectus. |
■ | Trade activity monitoring. |
■ | Discretion to reject orders. |
■ | Purchase blocking. |
■ | The use of fair value pricing consistent with procedures approved by the Board. |
■ | 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 Fund’s 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. |
■ | 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. |
■ | 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. |
■ | A portion of income dividends paid by a Fund to you may be reported as qualified dividend income eligible for taxation by individual shareholders at long-term capital gain rates, provided certain holding period requirements are met. These reduced rates generally are available for dividends derived from a Fund’s 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. |
■ | The use of derivatives by a Fund 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. |
■ | Distributions declared to shareholders with a record date in December—if paid to you by the end of January—are taxable for federal income tax purposes as if received in December. |
■ | 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 Fund’s 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. | |
■ | The conversion of shares of one class of a 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. |
■ | At the time you purchase your Fund shares, the Fund’s 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.” |
■ | 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. |
■ | 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. |
■ | An additional 3.8% Medicare tax is 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 person’s “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. This Medicare tax, if applicable, is reported by you on, and paid with, your federal income tax return. |
■ | Fund distributions and gains from sale or exchange of your Fund shares generally are subject to state and local income taxes. |
■ | 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. |
■ | 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. |
■ | Under the Foreign Account Tax Compliance Act (FATCA), a Fund will be required to withhold a 30% tax on (a) income dividends paid by the Fund after June 30, 2014, and (b) certain capital gain distributions and the proceeds arising from the sale of Fund shares paid by the Fund after December 31, 2016, to certain foreign entities, referred to as foreign financial institutions or non-financial foreign entities, that fail to comply (or be deemed compliant) with extensive new reporting and withholding |
requirements designed to inform the U.S. Department of the Treasury of U.S.-owned foreign investment accounts. A Fund may disclose the information that it receives from its shareholders to the IRS, non-U.S. taxing authorities or other parties as necessary to comply with FATCA. Withholding also may be required if a foreign entity that is a shareholder of a Fund fails to provide the Fund with appropriate certifications or other documentation concerning its status under FATCA. | |
■ | If a Fund invests in an underlying fund taxed as a regulated investment company, please see any relevant section below for more information regarding the Fund’s investment in such underlying fund. |
■ | You will not be required to include the “exempt-interest” portion of dividends paid by the Fund in either your gross income for federal income tax purposes or your net investment income subject to the additional 3.8% Medicare tax. 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. |
■ | 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. |
■ | Exempt-interest dividends from interest earned on municipal securities of a state, or its political subdivisions, generally are exempt from that state’s personal income tax. Most states, however, do not grant tax-free treatment to interest from municipal securities of other states. |
■ | 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. |
■ | 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. |
■ | 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. |
■ | 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 Fund’s shares, to decline. |
■ | A Fund does not anticipate realizing any long-term capital gains. |
■ | 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. |
■ | 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. |
■ | 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. |
■ | 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. |
■ | The Fund’s 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. |
■ | The Funds’ strategies of investing through its Subsidiary in derivatives and other financially linked instruments whose performance is expected to correspond to the 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 commodities. |
■ | 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 (upon which only the fund that received the PLR can rely), 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. The Funds intend to limit their investments in their respective Subsidiary to no more than 25% of the value of each Fund’s total assets in order to satisfy the asset diversification requirement. |
■ | 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 suspended issuance of any further PLRs in 2011 pending a review of its position. |
■ | 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 Fund’s 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. |
■ | The Fund intends to invest a significant portion of its assets in MLPs, which are generally treated as partnerships for U.S. federal income tax purposes. To the extent that the Fund invests in equity securities of an MLP, the Fund will be a partner in such MLP. Accordingly, the Fund will be required to take into account the Fund’s allocable share of the income, gains, losses, deductions, and credits recognized by each such MLP, regardless of whether the MLP distributes cash to the Fund. MLP distributions to partners, such as the Fund, are not taxable unless the cash amount (or in certain cases, the fair market value of marketable securities) distributed exceeds the the Fund’s basis in its MLP interest. The Fund expects that the cash distributions it will receive with respect to its investments in equity securities of MLPs will exceed the net taxable income allocated to the Fund from such MLPs because of tax deductions such as depreciation, amortization and depletion that will be allocated to the Fund from the MLPs. No assurance, however, can be given in this regard. If this expectation is not realized, the Fund will have a larger corporate income tax expense than expected, which will result in less cash available for distribution to shareholders. |
■ | The Fund will recognize gain or loss on the sale, exchange or other taxable disposition of its portfolio assets, including equity securities of |
MLPs, equal to the difference between the amount realized by the Fund on the sale, exchange or other taxable disposition and the Fund’s adjusted tax basis in such assets. Any such gain will be subject to U.S. federal income tax at the regular graduated corporate rates (currently at a maximum rate of 35%), regardless of how long the Fund has held such assets since preferential capital gain rates do not apply to regular corporations such as the Fund. The amount realized by the Fund in any case generally will be the amount paid by the purchaser of the assets plus, in the case of MLP equity securities, the Fund’s allocable share, if any, of the MLP’s debt that will be allocated to the purchaser as a result of the sale, exchange or other taxable disposition. The Fund’s tax basis in its equity securities in an MLP generally is equal to the amount the Fund paid for the equity securities, (x) increased by the Fund’s allocable share of the MLP’s net taxable income and certain MLP debt, if any, and (y) decreased by the Fund’s allocable share of the MLP’s net losses and any distributions received by the Fund from the MLP. Although any distribution by an MLP to the Fund in excess of the Fund’s allocable share of such MLP’s net taxable income may create a temporary economic benefit to the Fund, net of a deferred tax liability, such distribution will decrease the Fund’s tax basis in its MLP investment and will therefore increase the amount of gain (or decrease the amount of loss) that will be recognized on the sale of an equity security in the MLP by the Fund. To the extent that the Fund has a net capital loss in any year, the net capital loss can be carried back three taxable years and forward five taxable years to reduce the Fund’s capital gains in such years. In the event a capital loss carryover cannot be utilized in the carryover periods, the Fund’s federal income tax liability may be higher than expected, which will result in less cash available to distribute to shareholders. | |
■ | The Fund’s allocable share of certain percentage depletion deductions and intangible drilling costs of the MLPs in which the Fund invests may be treated as items of tax preference for purposes of calculating the Fund’s alternative minimum taxable income. Such items may increase the Fund’s alternative minimum taxable income and increase the likelihood that the Fund may be subject to the alternative minimum tax. |
■ | Distributions by the Fund of cash or property in respect of the shares (other than certain distributions in redemption of shares) will be treated as dividends for U.S. federal income tax purposes to the extent paid from the Fund’s current or accumulated earnings and profits (as determined under U.S. federal income tax principles). Generally, the Fund’s earnings and profits are computed based upon the Fund’s taxable income (loss), with certain specified adjustments. Any such dividend likely will be eligible for the dividends received deduction if received by an otherwise qualifying corporate U.S. shareholder that meets certain holding period and other requirements for the dividends received deduction. Dividends paid by the Fund to certain non-corporate U.S. shareholders (including individuals), generally are eligible for U.S. federal income taxation at the rates generally applicable to long-term capital gains for individuals provided that the U.S. shareholder receiving the dividend satisfies applicable holding period and other requirements. Otherwise, dividends paid by the Fund to non-corporate U.S. Shareholders (including individuals) will be taxable at ordinary income rates. |
■ | If the amount of a Fund distribution exceeds the Fund’s current and accumulated earnings and profits, such excess will be treated first as a tax- deferred return of capital to the extent of, and in reduction of, a shareholder’s tax basis in the shares, and thereafter as capital gain to the extent the shareholder held the shares as a capital asset. Any such capital gain will be long-term capital gain if such shareholder has held the applicable shares for more than one year. The portion of the distribution received by a shareholder from the Fund that is treated as a return of capital will decrease the shareholder’s tax basis in his or her Fund shares (but not below zero), which will result in an increase in the amount of gain (or decrease in the amount of loss) that will be recognized by the shareholder for tax purposes on the later sale of such Fund shares. |
■ | The Fund anticipates that the cash distributions it will receive with respect to its investments in equity securities of MLPs and which it will distribute to its shareholders will exceed the Fund’s current and accumulated earnings and profits. Accordingly, the Fund expects that only a part of its distributions to shareholders with respect to the shares will be treated as dividends for U.S. federal income tax purposes. No assurance, however, can be given in this regard. |
■ | Special rules may apply to the calculation of the Fund’s earnings and profits. For example, the Fund’s earnings and profits will be calculated using the straight-line depreciation method rather than the accelerated depreciation method. This difference in treatment may, for example, result in the Fund’s earnings and profits being higher than the Fund’s taxable income or loss in a particular year if the MLPs in which the Fund invests calculate their income using accelerated depreciation. Because of these special earnings profits rules, the Fund may make distributions in a particular year out of earnings and profits (treated as dividends) in excess of the amount of the Fund’s taxable income or loss for such year, which means that a larger percentage of the Fund ’s distributions could be taxable to shareholders as ordinary income instead of tax advantaged return of capital or capital gain. |
■ | Shareholders that receive distributions in shares rather than in cash will be treated for U.S. federal income tax purposes as having (i) received a cash distribution equal to the fair market value of the shares received and (ii) reinvested such amount in shares. |
■ | A redemption of shares will be treated as a sale or exchange of such shares, provided the redemption is not essentially equivalent to a dividend, is a substantially disproportionate redemption, is a complete redemption of a shareholder’s entire interest in the Fund, or is in partial liquidation of such Fund. Redemptions that do not qualify for sale or exchange treatment will be treated as distributions as described above. Upon a redemption treated as a sale or exchange under these rules, a shareholder generally will recognize capital gain or loss equal to the difference between the adjusted tax basis of his or her shares and the amount received when they are sold. |
■ | If the Fund is required to sell portfolio securities to meet redemption requests, the Fund may recognize income and gains for U.S. federal, state and local income and other tax purposes, which may result in the imposition of corporate income or other taxes on the Fund and may increase the Fund’s current and accumulated earnings and profits, which will result in a greater portion of distributions to Fund shareholders being treated as dividends. 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 Fund’s default method of average cost, unless you instruct the Fund to use a different calculation 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. |
■ | The conversion of shares of one class of a 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. | |
■ | At the time you purchase your Fund shares, the Fund’s net asset value may reflect undistributed income, 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.” |
■ | 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. |
■ | A 3.8% Medicare tax will be imposed on certain net investment income (including ordinary dividends 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 person’s “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. This Medicare tax, if applicable, is reported by you on, and paid with, your federal income tax return. |
■ | Fund distributions and gains from sale or exchange of your Fund shares generally are subject to state and local income taxes. |
■ | 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. |
■ | Under the Foreign Account Tax Compliance Act (FATCA), a Fund will be required to withhold a 30% tax on (a) income dividends paid by the Fund after June 30, 2014, and (b) certain capital gain distributions and the proceeds arising from the sale of Fund shares paid by the Fund after December 31, 2016, to certain foreign entities, referred to as foreign financial institutions or non-financial foreign entities, that fail to comply (or be deemed compliant) with extensive new reporting and withholding requirements designed to inform the U.S. Department of the Treasury of U.S.-owned foreign investment accounts. A Fund may disclose the information that it receives from its shareholders to the IRS, non-U.S. taxing authorities or other parties as necessary to comply with FATCA. Withholding also may be required if a foreign entity that is a shareholder of a Fund fails to provide the Fund with appropriate certifications or other documentation concerning its status under FATCA. |
By Mail: |
Invesco
Investment Services, Inc.
P.O. Box 219078 Kansas City, MO 64121-9078 |
By Telephone: | (800) 959-4246 |
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 |
Invesco
Unconstrained Bond Fund
SEC 1940 Act file number: 811-05426 |
invesco.com/us | UCB-PRO-2 |
|
Statement of Additional Information | October 14, 2014 | ||
AIM Investment Funds (Invesco Investment Funds) |
||||
This Statement of Additional Information (SAI) relates to the portfolio (the Fund) of AIM Investment Funds (Invesco Investment Funds) (the Trust) listed below. The Fund offers separate classes of shares as follows:
FUND | Class: | A | C | R | Y | R5 | R6 | |||||||||||||||||||
Invesco Unconstrained Bond Fund |
IUBAX | IUBCX | IUBRX | IUBYX | IUBFX | IUBZX |
|
Statement of Additional Information | October 14, 2014 | ||
AIM Investment Funds (Invesco Investment Funds) |
||||
This SAI is not a Prospectus, and it should be read in conjunction with the Prospectuses for the Fund listed below. You may obtain, without charge, a copy of the Prospectus and/or Annual Report for the Fund listed below from an authorized dealer or by writing to:
Invesco Investment Services, Inc.
P.O. Box 219078
Kansas City, MO 64121-9078
or by calling (800) 959-4246
or on the Internet: http://www.invesco.com/us
This SAI, dated October 14, 2014, relates to the Class A, Class C, Class R, and Class Y shares (collectively, the Retail Classes), Class R5 and Class R6 shares of the following Prospectuses:
Fund | Retail Classes | Class R5 | Class R6 | |||||||||
Invesco Unconstrained Bond Fund |
October 14, 2014 | October 14, 2014 | October 14, 2014 |
The Trust has established other funds (referred to herein as The Invesco Funds) which are offered by separate prospectuses and a separate SAI.
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PERSONS TO WHOM INVESCO PROVIDES NON-PUBLIC PORTFOLIO HOLDINGS ON AN ONGOING BASIS |
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ii
GENERAL INFORMATION ABOUT THE TRUST
AIM Investment Funds (Invesco Investment Funds) (the Trust) is a Delaware statutory trust registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end series management investment company. The Trust was originally organized as a Maryland corporation on October 29, 1987 and re-organized as a Delaware statutory trust on May 7, 1998. Under the Trusts Agreement and Declaration of Trust as amended (the Trust Agreement), the Board of Trustees of the Trust (the Board) is authorized to create new series of shares without the necessity of a vote of shareholders of the Trust.
Prior to April 30, 2010, the Trust was known as AIM Investment Funds.
Shares of beneficial interest of the Trust are redeemable at their net asset value at the option of the shareholder or at the option of the Trust in certain circumstances, subject in certain circumstances to a contingent deferred sales charge.
The Trust allocates moneys and other property it receives from the issue or sale of shares of each of its series of shares, and all income, earnings and profits from such issuance and sales, subject only to the rights of creditors, to the appropriate Invesco Fund. These assets constitute the underlying assets of the Fund, are segregated on the Trusts books of account, and are charged with the expenses of the Fund and its respective classes. The Trust allocates any general expenses of the Trust not readily identifiable as belonging to a particular Invesco Fund, subject to oversight by the Board, primarily on the basis of relative net assets, or other relevant factors.
Each share of the Fund represents an equal proportionate interest in the Fund with each other share and is entitled to such dividends and distributions out of the income belonging to the Fund as are declared by the Board.
Each class of shares represents an interest in the same portfolio of investments. Differing sales charges and expenses will result in differing net asset values and dividends and distributions. Upon any liquidation of the Trust, shareholders of each class are entitled to share pro rata in the net assets belonging to the applicable Invesco Fund allocable to such class available for distribution after satisfaction of outstanding liabilities of the Fund allocable to such class.
The Trust is not required to hold annual or regular meetings of shareholders. Meetings of shareholders of the Fund or class will be held from time to time to consider matters requiring a vote of such shareholders in accordance with the requirements of the 1940 Act, state law or the provisions of the Trust Agreement. It is not expected that shareholder meetings will be held annually.
Each share of the Fund generally has the same voting, dividend, liquidation and other rights; however, each class of shares of the Fund is subject to different sales loads, conversion features, exchange privileges and class-specific expenses. Only shareholders of a specific class may vote on matters relating to that classs distribution plan.
Except as specifically noted above, shareholders of the Fund are entitled to one vote per share (with proportionate voting for fractional shares), irrespective of the relative net asset value of the shares of the Fund. However, on matters affecting an individual Invesco Fund or class of shares, a separate vote of shareholders of that Invesco Fund or class is required. Shareholders of the Fund or class are not entitled to vote on any matter which does not affect the Fund or class but that requires a separate vote of another Invesco Fund or class. An example of a matter that would be voted on separately by shareholders of each Invesco Fund is the approval of the advisory agreement with Invesco Advisers, Inc.
1
(the Adviser or Invesco). When issued, shares of the Fund are fully paid and nonassessable, have no preemptive or subscription rights, and are freely transferable. There are no automatic conversion rights but the Fund may offer voluntary rights to convert between certain share classes, as described in the Funds prospectus. Shares do not have cumulative voting rights, which means that when shareholders elect trustees, holders of more than 50% of the shares voting for the election of trustees can elect all of the trustees of the Trust, and the holders of fewer than 50% of the shares voting for the election of trustees will not be able to elect any trustees.
Under Delaware law, shareholders of a Delaware statutory trust shall be entitled to the same limitation of personal liability extended to shareholders of private for-profit corporations organized under Delaware law. There is a remote possibility, however, that shareholders could, under certain circumstances, be held liable for the obligations of the Trust to the extent the courts of another state, which does not recognize such limited liability, were to apply the laws of such state to a controversy involving such obligations. The Trust Agreement disclaims shareholder liability for acts or obligations of the Trust and requires that notice of such disclaimer be given in each agreement, obligation or instrument entered into or executed by the Trust or the trustees to all parties. The Trust Agreement provides for indemnification out of the property of the Fund for all losses and expenses of any shareholder of the Fund held liable on account of being or having been a shareholder. Thus, the risk of a shareholder incurring financial loss due to shareholder liability is limited to circumstances in which the Fund is unable to meet its obligations and the complaining party is not held to be bound by the disclaimer.
The trustees and officers of the Trust will not be liable for any act, omission or obligation of the Trust or any trustee or officer; however, a trustee or officer is not protected against any liability to the Trust or to the shareholders to which a trustee or officer would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of his or her office with the Trust (Disabling Conduct). The Trusts Bylaws generally provide for indemnification by the Trust of the trustees, officers and employees or agents of the Trust, provided that such persons have not engaged in Disabling Conduct. Indemnification does not extend to judgments or amounts paid in settlement in any actions by or in the right of the Trust. The Trust Agreement also authorizes the purchase of liability insurance on behalf of trustees and officers. The Trusts Bylaws provide for the advancement of payments of expenses to current and former trustees, officers and employees or agents of the Trust, or anyone serving at their request, in connection with the preparation and presentation of a defense to any claim, action, suit or proceeding, for which such person would be entitled to indemnification; provided that any advancement of expenses would be reimbursed unless it is ultimately determined that such person is entitled to indemnification for such expenses.
Share Certificates . Shareholders of the Fund do not have the right to demand or require the Trust to issue share certificates and share certificates are not issued.
DESCRIPTION OF THE FUNDS AND THEIR INVESTMENTS AND RISKS
The Trust is an open-end management investment company. The Fund is non-diversified for purposes of the 1940 Act, which means the Fund can invest a greater percentage of its assets in a small number of issuers or any one issuer than a diversified fund can.
I nvestment Strategies and Risks
Set forth below are detailed descriptions of the various types of securities and investment techniques that Invesco and/or the Sub-Advisers (as defined herein) may use in managing the Fund, as well as the risks associated with those types of securities and investment techniques. The descriptions of the types of securities and investment techniques below supplement the discussion of principal investment strategies and risks contained in the Funds Prospectus; where a particular type of security or
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investment technique is not discussed in the Funds Prospectus, that security or investment technique is not a principal investment strategy.
Unless otherwise indicated, the Fund may invest in all of the following types of investments. The Fund might not invest in all of these types of securities or use all of these techniques at any one time. Invesco and/or the Sub-Advisers may invest in other types of securities and may use other investment techniques in managing the Fund, including those that do not specifically mention the Fund as investing in the security or using the investment technique, as well as securities and techniques not described. The Funds transactions in a particular type of security or use of a particular technique is subject to limitations imposed by the Funds investment objective, policies and restrictions described in the Funds Prospectus and/or this SAI, as well as the federal securities laws.
Any percentage limitations relating to the composition of the Funds portfolio identified in the Funds prospectus or this SAI apply at the time the Fund acquires an investment. Subsequent changes that result from market fluctuations generally will not require the Fund to sell any portfolio security. However, the Fund may be required to sell its illiquid securities holdings, or reduce it borrowings, if any, in response to fluctuations in the value of such holdings.
The Funds investment objectives, policies, strategies and practices described below are non-fundamental and may be changed without shareholder approval of the holders of the Funds voting securities unless otherwise indicated.
The Fund may invest in all of the following types of equity investments:
Common Stock. Common stock is issued by a company principally to raise cash for business purposes and represents an equity or ownership interest in the issuing company. Common stockholders are typically entitled to vote on important matters of the issuing company, including the selection of directors, and may receive dividends on their holdings. The Fund participates in the success or failure of any company in which it holds common stock. In the event a company is liquidated or declares bankruptcy, the claims of bondholders, other debt holders, owners of preferred stock and general creditors take precedence over the claims of those who own common stock.
The prices of common stocks change in response to many factors including the historical and prospective earnings of the issuing company, the value of its assets, general economic conditions, interest rates, investor perceptions and market liquidity.
Preferred Stock. Preferred stock, unlike common stock, often offers a specified dividend rate payable from a companys earnings. Preferred stock also generally has a preference over common stock on the distribution of a companys assets in the event the company is liquidated or declares bankruptcy; however, the rights of preferred stockholders on the distribution of a companys assets in the event of a liquidation or bankruptcy are generally subordinate to the rights of the companys debt holders and general creditors. If interest rates rise, the fixed dividend on preferred stocks may be less attractive, causing the price of preferred stocks to decline.
Some fixed rate preferred stock may have mandatory sinking fund provisions which provide for the stock to be retired or redeemed on a predetermined schedule, as well as call/redemption provisions prior to maturity, which can limit the benefit of any decline in interest rates that might positively affect the price of preferred stocks. Preferred stock dividends may be cumulative, requiring all or a portion of prior unpaid dividends to be paid before dividends are paid on the issuers common stock. Preferred stock may be participating, which means that it may be entitled to a dividend exceeding the stated dividend in certain cases. In some cases an issuer may offer auction rate preferred stock, which means that the interest to be paid is set by auction and will often be reset at stated intervals.
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Convertible Securities. Convertible securities are generally bonds, debentures, notes, preferred stocks or other securities or investments that may be converted or exchanged (by the holder or by the issuer) into shares of the underlying common stock (or cash or securities of equivalent value) at a stated exchange ratio or predetermined price (the conversion price). A convertible security is designed to provide current income and also the potential for capital appreciation through the conversion feature, which enables the holder to benefit from increases in the market price of the underlying common stock. A convertible security may be called for redemption or conversion by the issuer after a particular date and under certain circumstances (including a specified price) established upon issue. If a convertible security held by the Fund is called for redemption or conversion, the Fund could be required to tender it for redemption, convert it into the underlying common stock, or sell it to a third party, which may have an adverse effect on the Funds ability to achieve its investment objectives. Convertible securities have general characteristics similar to both debt and equity securities.
A convertible security generally entitles the holder to receive interest paid or accrued until the convertible security matures or is redeemed, converted or exchanged. Before conversion, convertible securities have characteristics similar to non-convertible debt obligations and are designed to provide for a stable stream of income with generally higher yields than common stocks. However, there can be no assurance of current income because the issuers of the convertible securities may default on their obligations. Convertible securities rank senior to common stock in a corporations capital structure and, therefore, generally entail less risk than the corporations common stock. Convertible securities are subordinate in rank to any senior debt obligations of the issuer, and, therefore, an issuers convertible securities entail more risk than its debt obligations. Moreover, convertible securities are often rated below investment grade or not rated because they fall below debt obligations and just above common stock in order of preference or priority on an issuers balance sheet. To the extent that the Fund invests in convertible securities with credit ratings below investment grade, such securities may have a higher likelihood of default, although this may be somewhat offset by the convertibility feature.
Convertible securities generally offer lower interest or dividend yields than non-convertible debt securities of similar credit quality because of the potential for capital appreciation. The common stock underlying convertible securities may be issued by a different entity than the issuer of the convertible securities.
The value of convertible securities is influenced by both the yield of non-convertible securities of comparable issuers and by the value of the underlying common stock. The value of a convertible security viewed without regard to its conversion feature ( i.e. , strictly on the basis of its yield) is sometimes referred to as its investment value. The investment value of the convertible security typically will fluctuate based on the credit quality of the issuer and will fluctuate inversely with changes in prevailing interest rates. However, at the same time, the convertible security will be influenced by its conversion value, which is the market value of the underlying common stock that would be obtained if the convertible security were converted. Conversion value fluctuates directly with the price of the underlying common stock, and will therefore be subject to risks relating to the activities of the issuer and general market and economic conditions. Depending upon the relationship of the conversion price to the market value of the underlying security, a convertible security may trade more like an equity security than a debt instrument.
If, because of a low price of the common stock, the conversion value is substantially below the investment value of the convertible security, the price of the convertible security is governed principally by its investment value. Generally, if the conversion value of a convertible security increases to a point that approximates or exceeds its investment value, the value of the security will be principally influenced by its conversion value. A convertible security will sell at a premium over its conversion value to the extent investors place value on the right to acquire the underlying common stock while holding an income-producing security.
While the Fund uses the same criteria to rate a convertible debt security that it uses to rate a more conventional debt security, a convertible preferred stock is treated like a preferred stock for the Funds financial reporting, credit rating and investment limitation purposes.
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Alternative Entity Securities . The Fund may invest in alternative entity securities which are the securities of entities that are formed as limited partnerships, limited liability companies, business trusts or other non-corporate entities that are similar to common or preferred stock of corporations.
Foreign Securities. The Fund may invest in foreign securities.
Foreign securities are equity or debt securities issued by issuers outside the U.S., and include securities in the form of American Depositary Receipts (ADRs), European Depositary Receipts (EDRs), Global Depositary Receipts (GDRs) or other securities representing underlying securities of foreign issuers (foreign securities). ADRs are receipts, issued by U.S. banks, for the shares of foreign corporations, held by the bank issuing the receipt. ADRs are typically issued in registered form, denominated in U.S. dollars and designed for use in the U.S. securities markets. GDRs are bank certificates issued in more than one country for shares in a foreign company. The shares are held by a foreign branch of an international bank. GDRs trade as domestic shares but are offered for sale globally through the various bank branches. GDRs are typically used by private markets to raise capital denominated in either U.S. dollars or foreign currencies. EDRs are similar to ADRs and GDRs, except they are typically issued by European banks or trust companies, denominated in foreign currencies and designed for use outside the U.S. securities markets. ADRs and EDRs entitle the holder to all dividends and capital gains on the underlying foreign securities, less any fees paid to the bank. Purchasing ADRs or EDRs gives the Fund the ability to purchase the functional equivalent of foreign securities without going to the foreign securities markets to do so. ADRs or EDRs that are sponsored are those where the foreign corporation whose shares are represented by the ADR or EDR is actively involved in the issuance of the ADR or EDR, and generally provides material information about the corporation to the U.S. market. An unsponsored ADR or EDR program is one where the foreign corporation whose shares are held by the bank is not obligated to disclose material information in the United States, and, therefore, the market value of the ADR or EDR may not reflect important facts known only to the foreign company.
Foreign debt securities include corporate debt securities of foreign issuers, certain foreign bank obligations (see Bank Instruments) and U.S. dollar or foreign currency denominated obligations of foreign governments or their subdivisions, agencies and instrumentalities (see Foreign Government Obligations), international agencies and supranational entities.
The Fund considers various factors when determining whether a company is in a particular country or region/continent, including whether (1) it is organized under the laws of a country or in a particular region/continent; (2) it has a principal office in a country or in a particular region/continent; (3) it derives 50% or more of its total revenues from businesses in a country or in a particular region/continent; and/or (4) its securities are traded principally on a stock exchange, or in an over-the-counter (OTC) market, in a particular country or in a particular region/continent.
Investments by the Fund in foreign securities, including ADRs and EDRs, whether denominated in U.S. dollars or foreign currencies, may entail all of the risks set forth below in addition to those accompanying an investment in issuers in the U.S.
Currency Risk. The value in U.S. Dollars of the Funds non-dollar denominated foreign investments will be affected by changes in currency exchange rates. The U.S. dollar value of a foreign security decreases when the value of the U.S. dollar rises against the foreign currency in which the security is denominated and increases when the value of the U.S. dollar falls against such currency.
Political and Economic Risk . The economies of many of the countries in which the Fund may invest may not be as developed as that of the United States economy and may be subject to significantly different forces. Political, economic or social instability and development, expropriation or confiscatory
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taxation, and limitations on the removal of funds or other assets could also adversely affect the value of the Funds investments.
Regulatory Risk. Foreign companies are generally not subject to the regulatory controls imposed on U.S. issuers and, as a consequence, there is generally less publicly available information about foreign securities than is available about domestic securities. Foreign companies may not be subject to uniform accounting, auditing and financial reporting standards, corporate governance practices and requirements comparable to those applicable to domestic companies. Therefore, financial information about foreign companies may be incomplete, or may not be comparable to the information available on U.S. companies. Income from foreign securities owned by the Fund may be reduced by a withholding tax at the source, which tax would reduce dividend income payable to the Funds shareholders.
There is generally less government supervision and regulation of securities exchanges, brokers, dealers, and listed companies in foreign countries than in the U.S., thus increasing the risk of delayed settlements of portfolio transactions or loss of certificates for portfolio securities. Foreign markets may also have different clearance and settlement procedures. If the Fund experiences settlement problems it may result in temporary periods when a portion of the Funds assets are uninvested and could cause the Fund to miss attractive investment opportunities or a potential liability to the Fund arising out of the Funds inability to fulfill a contract to sell such securities.
Market Risk. Investing in foreign markets generally involves certain risks not typically associated with investing in the United States. The securities markets in many foreign countries will have substantially lower trading volume than the United States markets. As a result, the securities of some foreign companies may be less liquid and experience more price volatility than comparable domestic securities. Obtaining and/or enforcing judgments in foreign countries may be more difficult, which may make it more difficult to enforce contractual obligations. Increased custodian costs as well as administrative costs (such as the need to use foreign custodians) may also be associated with the maintenance of assets in foreign jurisdictions. In addition, transaction costs in foreign securities markets are likely to be higher, since brokerage commission rates in foreign countries are likely to be higher than in the United States.
Risks of Developing/Emerging Markets Countries. The Fund may invest in securities of companies located in developing and emerging markets countries. Unless the Funds prospectus includes a different definition, the Fund considers developing and emerging markets countries to be those countries that are not included in the MSCI World Index. The Fund considers developed countries of the European Union to be Austria, Belgium, Denmark, Finland, France, Germany, Greece, Ireland, Italy, Luxembourg, Netherlands, Portugal, Spain, Sweden and the United Kingdom.
Investments in developing and emerging markets countries present risks in addition to, or greater than, those presented by investments in foreign issuers generally, and may include the following risks:
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 markets countries; |
v. | Many of the developing and emerging markets 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 markets countries that a future economic or political crisis could lead to price controls, forced mergers of companies, expropriation or confiscatory taxation, seizure, nationalization, or creation of government monopolies. |
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Foreign Government Obligations . The Fund may invest in debt securities of foreign governments. Debt securities issued by foreign governments are often, but not always, supported by the full faith and credit of the foreign governments, or their subdivisions, agencies or instrumentalities, that issue them. These securities involve the risks discussed above under Foreign Securities. Additionally, the issuer of the debt or the governmental authorities that control repayment of the debt may be unwilling or unable to pay interest or repay principal when due. Political or economic changes or the balance of trade may affect a countrys willingness or ability to service its debt obligations. Periods of economic uncertainty may result in the volatility of market prices of sovereign debt obligations, especially debt obligations issued by the governments of developing countries. Foreign government obligations of developing countries, and some structures of emerging market debt securities, both of which are generally below investment grade, are sometimes referred to as Brady Bonds. The failure of a sovereign debtor to implement economic reforms, achieve specified levels of economic performance, or repay principal or interest when due may result in the cancellation of third-party commitments to lend funds to the sovereign debtor, which may impair the debtors ability or willingness to service its debts.
Foreign Exchange Transactions . The Fund may invest in foreign currency denominated securities. The Fund has the authority to purchase and sell put and call options on foreign currencies (foreign currency options), foreign currency futures contracts and related options, currency-related swaps and may engage in foreign currency transactions either on a spot (i.e., for prompt delivery and settlement) basis at the rate prevailing in the currency exchange market at the time or through forward foreign currency contracts (see Forward Foreign Currency Contracts). Because forward foreign currency contracts and currency-related swap contracts are privately negotiated transactions, there can be no assurance that a counterparty will honor its obligations.
The Fund will incur costs in converting assets from one currency to another. Foreign exchange dealers may charge a fee for conversion. In addition, dealers may realize a profit based on the difference between the prices at which they buy and sell various currencies in the spot and forward markets.
The Fund will generally engage in foreign exchange transactions in order to complete a purchase or sale of foreign currency denominated securities The Fund may also use foreign currency options, forward foreign currency contracts and currency-related swap contracts to increase or reduce exposure to a foreign currency or to shift exposure from one foreign currency to another in a cross currency hedge or to enhance returns. These transactions are intended to minimize the risk of loss due to a decline in the value of the hedged currencies; however, at the same time, they tend to limit any potential gain which might result should the value of such currencies increase. The Fund may also engage in foreign exchange transactions, such as forward foreign currency contracts, for non-hedging purposes to enhance returns. Open positions in forward foreign currency contracts used for non-hedging purposes will be covered by the segregation of a sufficient amount of liquid assets.
The Fund may purchase and sell foreign currency futures and purchase and write foreign currency options to increase or decrease its exposure to different foreign currencies. The Fund may purchase and write foreign currency options in connection with foreign currency futures or forward foreign currency contracts. Foreign currency futures contracts are similar to forward foreign currency exchange contracts except that they are traded on exchanges and have standard contract sizes and delivery dates. Most foreign currency futures contracts call for payment or delivery in U.S. dollars. The uses and risks of foreign currency futures are similar to those of futures relating to securities or indices (see Futures Contracts). Foreign currency futures contracts values can be expected to correlate with exchange rates but may not reflect other factors that affect the value of the Funds investments.
Whether or not any hedging strategy will be successful is highly uncertain, and use of hedging strategies may leave the Fund in a less advantageous position than if a hedge had not been established. Moreover, it is impossible to forecast with precision the market value of portfolio securities at the expiration of a foreign currency forward contract. Accordingly, the Fund may be required to buy or sell additional currency on the spot market (and bear the expense of such transaction) if Invescos or the Sub-Advisers predictions regarding the movement of foreign currency or securities markets prove inaccurate.
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The Fund may hold a portion of its assets in bank deposits denominated in foreign currencies, so as to facilitate investment in foreign securities as well as protect against currency fluctuations and the need to convert such assets into U.S. dollars (thereby also reducing transaction costs). To the extent these monies are converted back into U.S. dollars, the value of the assets so maintained will be affected favorably or unfavorably by changes in foreign currency exchange rates and exchange control regulations. Foreign exchange transactions may involve some of the risks of investments in foreign securities. For a discussion of tax considerations relating to foreign currency transactions, see Dividends, Distributions, and Tax Matters Tax Matters Tax Treatment of Portfolio Transactions Foreign currency transactions.
The Commodity Futures Trading Commission (CFTC) and the U.S. Securities and Exchange Commission (SEC) have recently defined many OTC derivative instruments, including non-deliverable foreign exchange forwards and OTC foreign exchange options, as swaps. Therefore, these instruments are now included in calculating a Funds derivatives exposure.
Floating Rate Corporate Loans and Corporate Debt Securities of Non-U.S. Borrowers. The Fund may invest in floating rate loans and floating rate debt securities that are made to non-U.S. borrowers, provided that the loans are U.S. dollar-denominated or otherwise provide for payment in U.S. dollars, and any such borrower meets the credit quality standards established by Invesco and the Sub-Advisers for U.S. borrowers. The Fund similarly may invest in floating rate loans and floating rate debt securities made to U.S. borrowers with significant non-U.S. dollar-denominated revenues; provided that the loans are U.S. dollar-denominated or otherwise provide for payment to the Fund in U.S. dollars. In all cases where the floating rate loans or floating rate debt securities are not denominated in U.S. dollars, provisions will be made for payments to the lenders, including the Fund, in U.S. dollars pursuant to foreign currency swaps.
Exchange-Traded Funds. The Fund may purchase shares of exchange-traded funds (ETFs). Most ETFs are registered under the 1940 Act as investment companies. Therefore, the Funds purchase of shares of an ETF may be subject to the restrictions on investments in other investment companies discussed under Other Investment Companies. ETFs have management fees, which increase their cost. The Fund may invest in ETFs advised by Invesco PowerShares Capital Management LLC (PowerShares). Invesco, the Sub-Advisers and PowerShares are affiliates of each other as they are all indirect wholly owned subsidiaries of Invesco Ltd.
ETFs hold portfolios of securities, commodities and/or currencies that are designed to replicate, as closely as possible before expenses, the price and/or yield of (i) a specified market or other index, (ii) a basket of securities, commodities or currencies, or (iii) a particular commodity or currency. The performance results of ETFs will not replicate exactly the performance of the pertinent index, basket, commodity or currency due to transaction and other expenses, including fees to service providers, borne by ETFs. Furthermore, there can be no assurance that the portfolio of securities, commodities and/or currencies purchased by an ETF will replicate a particular index or basket or price of a commodity or currency. Some ETFs are actively managed and instead of replicating, they seek to outperform a particular index or basket or price of a commodity or currency. Some ETFs are actively managed and instead of replicating, they see to outperform a particular index or basket or price of a commodity or currency. ETF shares are sold and redeemed at net asset value only in large blocks called creation units and redemption units, respectively. ETF shares also may be purchased and sold in secondary market trading on national securities exchanges, which allows investors to purchase and sell ETF shares at their market price throughout the day.
Investments in ETFs generally present the same primary risks as an investment in a conventional mutual fund that has the same investment objective, strategy and policies. Investments in ETFs further involve the same risks associated with a direct investment in the commodity or currency, or in the types of
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securities, commodities and/or currencies included in the indices or baskets the ETFs are designed to replicate. In addition, shares of an ETF may trade at a market price that is higher or lower than their net asset value and an active trading market in such shares may not develop or continue. Moreover, trading of an ETFs shares may be halted if the listing exchanges officials deem such action to be appropriate, the shares are de-listed from the exchange, or the activation of market-wide circuit breakers (which are tied to large decreases in stock prices) halts stock trading generally.
Exchange-Traded Notes . The Fund may invest in exchange-traded notes (ETNs). ETNs are senior, unsecured, unsubordinated debt securities whose returns are linked to the performance of a particular market benchmark or strategy, minus applicable fees. ETNs are traded on an exchange ( e.g. , the New York Stock Exchange) during normal trading hours; however, investors can also hold the ETN until maturity. At maturity, the issuer pays to the investor a cash amount equal to the principal amount, subject to the days market benchmark or strategy factor. ETNs do not make periodic coupon payments or provide principal protection. ETNs are subject to credit risk, including the credit risk of the issuer, and the value of the ETN may drop due to a downgrade in the issuers credit rating, despite the underlying market benchmark or strategy remaining unchanged. The value of an ETN may also be influenced by time to maturity, level of supply and demand for the ETN, volatility and lack of liquidity in underlying assets, changes in the applicable interest rates, changes in the issuers credit rating, and economic, legal, political, or geographic events that affect the referenced underlying asset. When the Fund invests in ETNs it will bear its proportionate share of any fees and expenses borne by the ETN. A decision by the Fund to sell ETN holdings may be limited by the availability of a secondary market. In addition, although an ETN may be listed on an exchange, the issuer may not be required to maintain the listing, and there can be no assurance that a secondary market will exist for an ETN.
ETNs are also subject to tax risk. No assurance can be given that the Internal Revenue Service (IRS) will accept, or a court will uphold, how the Fund characterizes and treats ETNs for tax purposes. Further, the IRS and Congress are considering proposals that would change the timing and character of income and gains from ETNs.
An ETN that is tied to a specific market benchmark or strategy may not be able to replicate and maintain exactly the composition and relative weighting of securities, commodities or other components in the applicable market benchmark or strategy. Some ETNs that use leverage can, at times, be relatively illiquid, and thus they may be difficult to purchase or sell at a fair price. Leveraged ETNs are subject to the same risk as other instruments that use leverage in any form.
The market value of ETNs may differ from their market benchmark or strategy. This difference in price may be due to the fact that the supply and demand in the market for ETNs at any point in time is not always identical to the supply and demand in the market for the securities, commodities or other components underlying the market benchmark or strategy that the ETN seeks to track. As a result, there may be times when an ETN trades at a premium or discount to its market benchmark or strategy.
The Fund may invest in high-grade short-term securities and debt securities including U.S. Government obligations and investment grade corporate bonds, whether denominated in U.S. dollars or foreign currencies.
U.S. Government Obligations. The Fund may invest in U.S. Government obligations, which include obligations issued or guaranteed by the U.S. Government, its agencies and instrumentalities, including bills, notes and bonds issued by the U.S. Treasury, as well as stripped or zero coupon U.S. Treasury obligations.
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U.S. Government Obligations may be, (i) supported by the full faith and credit of the U.S. Treasury, (ii) supported by the right of the issuer to borrow from the U.S. Treasury, (iii) supported by the discretionary authority of the U.S. Government to purchase the agencys obligations, or (iv) supported only by the credit of the instrumentality. There is a risk that the U.S. Government may choose not to provide financial support to U.S. Government-sponsored agencies or instrumentalities if it is not legally obligated to do so. In that case, if the issuer were to default, the Fund holding securities of such issuer might not be able to recover its investment from the U.S. Government. For example, while the U.S. Government has recently provided financial support to Federal National Mortgage Association (FNMA) and Federal Home Loan Mortgage Corporation (FHLMC), no assurance can be given that the U.S. Government will always do so, since the U.S. Government is not so obligated by law. There also is no guarantee that the government would support Federal Home Loan Banks. Accordingly, securities of FNMA, FHLMC and Federal Home Loan Banks, and other agencies, may involve a risk of non-payment of principal and interest. Any downgrade of the credit rating of the securities issued by the U.S. government may result in a downgrade of securities issued by its agencies or instrumentalities, including government-sponsored entities.
Inflation-Indexed Bonds . Inflation-indexed bonds are fixed income securities whose principal value is periodically adjusted according to the rate of inflation. Two structures are common. The U.S. Treasury and some other issuers use a structure that accrues inflation into the principal value of the bond. Most other issuers pay out the Consumer Price Index accruals as part of a semiannual coupon.
Inflation-indexed securities issued by the U.S. Treasury have maturities of five, ten or thirty years, although it is possible that securities with other maturities will be issued in the future. The U.S. Treasury securities pay interest on a semi-annual basis, equal to a fixed percentage of the inflation-adjusted principal amount. For example, if a fund purchased an inflation-indexed bond with a par value of $1,000 and a 3% real rate of return coupon (payable 1.5% semi-annually), and inflation over the first six months was 1%, the mid-year par value of the bond would be $1,010 and the first semi-annual interest payment would be $15.15 ($1,010 times 1.5%). If inflation during the second half of the year resulted in the whole years inflation equaling 3%, the end-of-year par value of the bond would be $1,030 and the second semiannual interest payment would be $15.45 ($1,030 times 1.5%).
If the periodic adjustment rate measuring inflation falls, the principal value of inflation-indexed bonds will be adjusted downward, and consequently the interest payable on these securities (calculated with respect to a smaller principal amount) will be reduced. Repayment of the original bond principal upon maturity (as adjusted for inflation) is guaranteed in the case of U.S. Treasury inflation-indexed bonds, even during a period of deflation. However, the current market value of the bonds is not guaranteed, and will fluctuate. The Fund may also invest in other inflation related bonds which may or may not provide a similar guarantee. If a guarantee of principal is not provided, the adjusted principal value of the bond repaid at maturity may be less than the original principal.
The value of inflation-indexed bonds is expected to change in response to changes in real interest rates. Real interest rates in turn are tied to the relationship between nominal interest rates and the rate of inflation. Therefore, if inflation were to rise at a faster rate than nominal interest rates, real interest rates might decline, leading to an increase in value of inflation-indexed bonds. In contrast, if nominal interest rates increased at a faster rate than inflation, real interest rates might rise, leading to a decrease in value of inflation-indexed bonds.
While these securities are expected to be protected from long-term inflationary trends, short-term increases in inflation may lead to a decline in value. If interest rates rise due to reasons other than inflation (for example, due to changes in currency exchange rates), investors in these securities may not be protected to the extent that the increase is not reflected in the bonds inflation measure.
The periodic adjustment of U.S. inflation-indexed bonds is tied to the Consumer Price Index for Urban Consumers (CPI-U), which is calculated monthly by the U.S. Bureau of Labor Statistics. The CPIU is a measurement of changes in the cost of living, made up of components such as housing, food,
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transportation and energy. Inflation-indexed bonds issued by a foreign government are generally adjusted to reflect a comparable inflation index, calculated by that government. There can be no assurance that the CPI-U or any foreign inflation index will accurately measure the real rate of inflation in the prices of goods and services. Moreover, there can be no assurance that the rate of inflation in a foreign country will be correlated to the rate of inflation in the United States.
Any increase in the principal amount of an inflation-indexed bond will be considered taxable ordinary income, even though investors do not receive their principal until maturity.
Temporary Investments . The Fund may invest a portion of its assets in affiliated money market funds or in the types of money market instruments in which the Fund would invest or other short-term U.S. government securities for cash management purposes. The Fund may invest up to 100% of its assets in investments that may be inconsistent with the Funds principal investment strategies for temporary defensive purposes in anticipation of or in response to adverse market, economic, political or other conditions, or atypical circumstances such as unusually large cash inflows or redemptions. As a result, the Fund may not achieve its investment objective.
Mortgage-Backed and Asset-Backed Securities. The Fund may invest in mortgage-backed and asset-backed securities, including commercial mortgage-backed securities (CMBS) and residential mortgage-backed securities (RMBS). Mortgage-backed securities are mortgage-related securities issued or guaranteed by the U.S. Government, its agencies and instrumentalities, or issued by nongovernment entities such as commercial banks and other private lenders. Mortgage-related securities represent ownership in pools of mortgage loans assembled for sale to investors by various government agencies such as Government National Mortgage Association (GNMA) and government-related organizations such as FNMA and the FHLMC, as well as by nongovernment issuers such as commercial banks, savings and loan institutions, mortgage bankers and private mortgage insurance companies. Although certain mortgage-related securities are guaranteed by a third party or otherwise similarly secured, the market value of the security, which may fluctuate, is not so secured. These securities differ from conventional bonds in that the principal is paid back to the investor as payments are made on the underlying mortgages in the pool. Accordingly, the Fund receives monthly scheduled payments of principal and interest along with any unscheduled principal prepayments on the underlying mortgages. Because these scheduled and unscheduled principal payments must be reinvested at prevailing interest rates, mortgage-backed securities do not provide an effective means of locking in long-term interest rates for the investor.
In addition, there are a number of important differences among the agencies and instrumentalities of the U.S. Government that issue mortgage-related securities and among the securities they issue. Mortgage-related securities issued by GNMA include GNMA Mortgage Pass-Through Certificates (also known as Ginnie Maes) which are guaranteed as to the timely payment of principal and interest. That guarantee is backed by the full faith and credit of the U.S. Treasury. GNMA is a corporation wholly owned by the U.S. Government within the Department of Housing and Urban Development. Mortgage-related securities issued by FNMA include FNMA Guaranteed Mortgage Pass-Through Certificates (also known as Fannie Maes) and are guaranteed as to payment of principal and interest by FNMA itself and backed by a line of credit with the U.S. Treasury. FNMA is a government-sponsored entity wholly owned by public stockholders. Mortgage-related securities issued by FHLMC include FHLMC Mortgage Participation Certificates (also known as Freddie Macs) guaranteed as to payment of principal and interest by FHLMC itself and backed by a line of credit with the U.S. Treasury. FHLMC is a government-sponsored entity wholly owned by public stockholders.
On September 7, 2008, FNMA and FHLMC were placed under the conservatorship of the Federal Housing Finance Agency (FHFA) to provide stability in the financial markets, mortgage availability and taxpayer protection by preserving FNMA and FHLMCs assets and property and putting FNMA and FHLMC in a sound and solvent position. Under the conservatorship, the management of FNMA and FHLMC was replaced.
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Since 2009, both FNMA and FHLMC have received significant capital support through U.S. Treasury preferred stock purchases and Federal Reserve purchases of the entities mortgage-backed securities.
In February 2011, the Obama Administration produced a report to Congress outlining proposals to wind down FNMA and FHLMC and reduce the governments role in the mortgage market. Discussions among policymakers continue, however, as to whether FNMA and FHLMC should be nationalized, privatized, restructured, or eliminated altogether. FNMA and FHLMC also are the subject of several continuing legal actions and investigations over certain accounting, disclosure or corporate governance matters, which (along with any resulting financial restatements) may continue to have an adverse effect on the guaranteeing entities. Importantly, the future of the entities is in question as the U.S. Government considers multiple options regarding the future of FNMA and FHLMC.
Asset-backed securities are structured like mortgage-backed securities, but instead of mortgage loans or interests in mortgage loans, the underlying assets may include such items as motor vehicle installment sales contracts or installment loan contracts, leases of various types of real and personal property, and receivables from credit card agreements and from sales of personal property. Regular payments received on asset-backed securities include both interest and principal. Asset-backed securities typically have no U.S. Government backing. Additionally, the ability of an issuer of asset-backed securities to enforce its security interest in the underlying assets may be limited.
CMBS and RMBS generally offer a higher rate of interest than government and government-related mortgage-backed securities because there are no direct or indirect government or government agency guarantees of payment. The risk of loss due to default on CMBS and RMBS is historically higher because neither the U.S. Government nor an agency or instrumentality have guaranteed them. CMBS and RMBS whose underlying assets are neither U.S. Government securities nor U.S. Government-insured mortgages, to the extent that real properties securing such assets may be located in the same geographical region, may also be subject to a greater risk of default than other comparable securities in the event of adverse economic, political or business developments that may affect such region and, ultimately, the ability of property owners to make payments of principal and interest on the underlying mortgages. Non-government mortgage-backed securities are generally subject to greater price volatility than those issued, guaranteed or sponsored by government entities because of the greater risk of default in adverse market conditions. Where a guarantee is provided by a private guarantor, the Fund is subject to the credit risk of such guarantor, especially when the guarantor doubles as the originator.
If the Fund purchases a mortgage-backed or other asset-backed security at a premium, the premium may be lost if there is a decline in the market value of the security whether resulting from changes in interest rates or prepayments in the underlying collateral. As with other interest-bearing securities, the prices of such securities are inversely affected by changes in interest rates. Although the value of a mortgage-backed or other asset-backed security may decline when interest rates rise, the converse is not necessarily true, since in periods of declining interest rates the mortgages and loans underlying the securities are prone to prepayment, thereby shortening the average life of the security and shortening the period of time over which income at the higher rate is received. When interest rates are rising, the rate of prepayment tends to decrease, thereby lengthening the period of time over which income at the lower rate is received. For these and other reasons, a mortgage-backed or other asset-backed securitys average maturity may be shortened or lengthened as a result of interest rate fluctuations and, therefore, it is not possible to predict accurately the securitys return. In addition, while the trading market for short-term mortgages and asset-backed securities is ordinarily quite liquid, in times of financial stress the trading market for these securities may become restricted.
Collateralized Mortgage Obligations (CMOs). The Fund may invest in CMOs. A CMO is a hybrid between a mortgage-backed bond and a mortgage pass-through security. A CMO is a type of mortgage-backed security that creates separate classes with varying maturities and interest rates, called tranches. Similar to a bond, interest and prepaid principal is paid, in most cases, semiannually. CMOs
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may be collateralized by whole mortgage loans, but are more typically collateralized by portfolios of mortgage pass-through securities guaranteed by GNMA, FHLMC, or FNMA, and their income streams.
CMOs are structured into multiple classes, each bearing a different fixed or floating interest rate and stated maturity. Actual maturity and average life will depend upon the prepayment experience of the collateral. CMOs provide for a modified form of call protection through a de facto breakdown of the underlying pool of mortgages according to how quickly the loans are repaid. Monthly payment of principal received from the pool of underlying mortgages, including prepayments, is first returned to investors holding the shortest maturity class. Investors holding the longer maturity classes receive principal only after the first class has been retired. An investor is partially guarded against a sooner than desired return of principal because of the sequential payments.
In a typical CMO transaction, a corporation (issuer) issues multiple series (e.g., Series A, B, C and Z) of CMO bonds (Bonds). Proceeds of the Bond offering are used to purchase mortgages or mortgage pass-through certificates (Collateral). The Collateral is pledged to a third party trustee as security for the Bonds. Principal and interest payments from the Collateral are used to pay principal on the Bonds in the following order: Series A, B, C and Z. The Series A, B, and C Bonds all bear current interest. Interest on a Series Z Bond is accrued and added to principal and a like amount is paid as principal on the Series A, B, or C Bond currently being paid off. Only after the Series A, B, and C Bonds are paid in full does the Series Z Bond begin to receive payment . With some CMOs, the issuer serves as a conduit to allow loan originators (primarily builders or savings and loan associations) to borrow against their loan portfolios.
CMOs that are issued or guaranteed by the U.S. Government or by any of its agencies or instrumentalities will be considered U.S. Government securities by the Fund, while other CMOs, even if collateralized by U.S. Government securities, will have the same status as other privately issued securities for purposes of applying the Funds diversification tests.
FHLMC CMOs are debt obligations of FHLMC issued in multiple classes having different maturity dates which are secured by the pledge of a pool of conventional mortgage loans purchased by FHLMC. Payments of principal and interest on the FHLMC CMOs are made semiannually. The amount of principal payable on each semiannual payment date is determined in accordance with FHLMCs mandatory sinking fund schedule, which, in turn, is equal to approximately 100% of FHA prepayment experience applied to the mortgage collateral pool. All sinking fund payments in the FHLMC CMOs are allocated to the retirement of the individual classes of bonds in the order of their stated maturities. Payment of principal on the mortgage loans in the collateral pool in excess of the amount of FHLMCs minimum sinking fund obligation for any payment date are paid to the holders of the FHLMC CMOs as additional sinking fund payments. Because of the pass-through nature of all principal payments received on the collateral pool in excess of FHLMCs minimum sinking fund requirement, the rate at which principal of the FHLMC CMOs is actually repaid is likely to be such that each class of bonds will be retired in advance of its scheduled maturity date. If collection of principal (including prepayments) on the mortgage loans during any semiannual payment period is not sufficient to meet FHLMC CMOs minimum sinking fund obligation on the next sinking fund payment date, FHLMC agrees to make up the deficiency from its general funds.
Classes of CMOs may also include interest only (IOs) and principal only (POs). IOs and POs are stripped mortgage-backed securities representing interests in a pool of mortgages the cash flow from which has been separated into interest and principal components. IOs (interest only securities) receive the interest portion of the cash flow while POs (principal only securities) receive the principal portion. IOs and POs can be extremely volatile in response to changes in interest rates. As interest rates rise and fall, the value of IOs tends to move in the same direction as interest rates. POs perform best when prepayments on the underlying mortgages rise since this increases the rate at which the investment is returned and the yield to maturity on the PO. When payments on mortgages underlying a PO are slow, the life of the PO is lengthened and the yield to maturity is reduced.
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CMOs are generally subject to the same risks as mortgage-backed securities. In addition, CMOs may be subject to credit risk because the issuer or credit enhancer has defaulted on its obligations and the Fund may not receive all or part of its principal. Obligations issued by U.S. Government-related entities are guaranteed as to the payment of principal and interest, but are not backed by the full faith and credit of the U.S. Government. The performance of private label mortgage-backed securities, issued by private institutions, is based on the financial health of those institutions. Although GNMA guarantees timely payment of GNMA certificates even if homeowners delay or default, tracking the pass-through payments may, at times, be difficult.
Collateralized Debt Obligations (CDOs). The Fund may invest in CDOs. A CDO is a security backed by a pool of bonds, loans and other debt obligations. CDOs are not limited to investing in one type of debt and accordingly, a CDO may own corporate bonds, commercial loans, asset-backed securities, residential mortgage-backed securities, commercial mortgage-backed securities, and emerging market debt. The CDOs securities are typically divided into several classes, or bond tranches, that have differing levels of investment grade or credit tolerances. Most CDO issues are structured in a way that enables the senior bond classes and mezzanine classes to receive investment-grade credit ratings. Credit risk is shifted to the most junior class of securities. If any defaults occur in the assets backing a CDO, the senior bond classes are first in line to receive principal and interest payments, followed by the mezzanine classes and finally by the lowest rated (or non-rated) class, which is known as the equity tranche. Similar in structure to a collateralized mortgage obligation (described above) CDOs are unique in that they represent different types of debt and credit risk.
Collateralized Loan Obligations (CLOs). The Fund may invest in CLOs, which are debt instruments backed solely by a pool of other debt securities. The risks of an investment in a CLO depend largely on the type of the collateral securities and the class of the CLO in which the Fund invests. Some CLOs have credit ratings, but are typically issued in various classes with various priorities. Normally, CLOs are privately offered and sold (that is, they are not registered under the securities laws) and may be characterized by the Fund as illiquid securities; however, an active dealer market may exist for CLOs that qualify for Rule 144A transactions. In addition to the normal interest rate, default and other risks of fixed income securities, CLOs carry additional risks, including the possibility that distributions from collateral securities will not be adequate to make interest or other payments, the quality of the collateral may decline in value or default, the Fund may invest in CLOs that are subordinate to other classes, values may be volatile, and disputes with the issuer may produce unexpected investment results.
Credit Linked Notes (CLNs). The Fund may invest in CLNs. A CLN is a security with an embedded credit default swap allowing the issuer to transfer a specific credit risk to credit investors. CLNs are created through a Special Purpose Company (SPC), or trust, which is collateralized with AAA-rated securities. The CLNs price or coupon is linked to the performance of the reference asset of the second party. Generally, the CLN holder receives either fixed or floating coupon rate during the life of the CLN and par at maturity. The cash flows are dependent on specified credit-related events. Should the second party default or declare bankruptcy, the CLN holder will receive an amount equivalent to the recovery rate. In return for these risks, the CLN holder receives a higher yield. The Fund bears the risk of default by the second party and any unforeseen movements in the reference asset, which could lead to loss of principal and receipt of interest payments. As with most derivative instruments, valuation of a CLN may be difficult due to the complexity of the security.
Bank Instruments. The Fund may invest in bank instruments. Bank instruments are unsecured interest bearing bank deposits. Bank instruments include, but are not limited to, certificates of deposit, time deposits, and bankers acceptances from U.S. or foreign banks as well as Eurodollar certificates of deposit (Eurodollar CDs) and Eurodollar time deposits of foreign branches of domestic banks. Some certificates of deposit are negotiable interest-bearing instruments with a specific maturity issued by banks and savings and loan institutions in exchange for the deposit of funds, and can typically be traded in the secondary market prior to maturity. Other certificates of deposit, like time deposits, are non-negotiable receipts issued by a bank in exchange for the deposit of funds which earns a specified rate of interest
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over a definite period of time; however, it cannot be traded in the secondary market. A bankers acceptance is a bill of exchange or time draft drawn on and accepted by a commercial bank.
An investment in Eurodollar CDs or Eurodollar time deposits may involve some of the same risks that are described for Foreign Securities.
Commercial Instruments. The Fund may invest in commercial instruments, including commercial paper, master notes and other short-term corporate instruments, that are denominated in U.S. dollars or foreign currencies.
Commercial instruments are a type of instrument issued by large banks and corporations to raise money to meet their short term debt obligations, and are only backed by the issuing bank or corporations promise to pay the face amount on the maturity date specified on the note. Commercial paper consists of short-term promissory notes issued by corporations. Commercial paper may be traded in the secondary market after its issuance. Master notes are demand notes that permit the investment of fluctuating amounts of money at varying rates of interest pursuant to arrangements with issuers who meet the credit quality criteria of the Fund. The interest rate on a master note may fluctuate based on changes in specified interest rates or may be reset periodically according to a prescribed formula or may be a set rate. Although there is no secondary market in master demand notes, if such notes have a demand feature, the payee may demand payment of the principal amount of the note upon relatively short notice. Master notes are generally illiquid and therefore subject to the Funds percentage limitations for investments in illiquid securities. Commercial instruments may not be registered with the U.S. Securities and Exchange Commission (SEC).
Synthetic Municipal Instruments. Synthetic municipal instruments are instruments, the value of and return on which, are derived from underlying securities. Synthetic municipal instruments in which the Fund may invest include tender option bonds, and fixed and variable rate trust certificates. These types of instruments involve the deposit into a trust or custodial account of one or more long-term tax-exempt bonds or notes (Underlying Bonds), and the sale of certificates evidencing interests in the trust or custodial account to investors such as the Fund. The trustee or custodian receives the long-term fixed rate interest payments on the Underlying Bonds, and pays certificate holders fixed rates or short-term floating or variable interest rates which are reset periodically. A tender option bond provides a certificate holder with the conditional right to sell its certificate to the sponsor or some designated third party at specified intervals and receive the par value of the certificate plus accrued interest (a demand feature). A fixed rate trust certificate evidences an interest in a trust entitling a certificate holder to fixed future interest and/or principal payments on the Underlying Bonds. A variable rate trust certificate evidences an interest in a trust entitling the certificate holder to receive variable rate interest based on prevailing short-term interest rates and also typically provides the certificate holder with the conditional demand feature the right to tender its certificate at par value plus accrued interest.
Typically, a certificate holder cannot exercise the demand feature until the occurrence of certain conditions, such as where the issuer of the Underlying Bond defaults on interest payments. Moreover, because synthetic municipal instruments involve a trust or custodial account and a third party conditional demand feature, they involve complexities and potential risks that may not be present where a municipal security is owned directly.
The tax-exempt character of the interest paid to certificate holders is based on the assumption that the holders have an ownership interest in the Underlying Bonds; however, the IRS has not issued a ruling addressing this issue. In the event the IRS issues an adverse ruling or successfully litigates this issue, it is possible that the interest paid to the Fund on certain synthetic municipal instruments would be deemed to be taxable. The Fund relies on opinions of special tax counsel on this ownership question and opinions of bond counsel regarding the tax-exempt character of interest paid on the Underlying Bonds.
Municipal Securities. Municipal Securities include debt obligations of states, territories or possessions of the United States and the District of Columbia and their political subdivisions, agencies
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and instrumentalities, issued to obtain funds for various public purposes, including the construction of a wide range of public facilities such as airports, bridges, highways, housing, hospitals, mass transportation, schools, streets and water and sewer works. Other public purposes for which Municipal Securities may be issued include the refunding of outstanding obligations, obtaining funds for general operating expenses and lending such funds to other public institutions and facilities.
The principal and interest payments for industrial development bonds or pollution control bonds are often the sole responsibility of the industrial user and therefore may not be backed by the taxing power of the issuing municipality. The interest paid on such bonds may be exempt from federal income tax, although current federal tax laws place substantial limitations on the purposes and size of such issues. Such obligations are considered to be Municipal Securities provided that the interest paid thereon, in the opinion of bond counsel, qualifies as exempt from federal income tax. However, interest on Municipal Securities may give rise to a federal alternative minimum tax (AMT) liability and may have other collateral federal income tax consequences. Interest received by the Fund from tax-exempt Municipal Securities may be taxable to shareholders if the Fund fails to qualify to pay exempt-interest dividends by failing to satisfy the requirement that at the close of each quarter of the Funds taxable year at least 50% of the Funds total assets consists of Municipal Securities.
The two major classifications of Municipal Securities are bonds and notes. Bonds may be further classified as general obligation or revenue issues. General obligation bonds are secured by the issuers pledge of its full faith, credit and taxing power for the payment of principal and interest. Revenue bonds are payable from the revenues derived from a particular facility or class of facilities, and in some cases, from the proceeds of a special excise or other specific revenue source, but not from the general taxing power. Tax-exempt industrial development bonds are in most cases revenue bonds and do not generally carry the pledge of the credit of the issuing municipality. Notes are short-term instruments which usually mature in less than two years. Most notes are general obligations of the issuing municipalities or agencies and are sold in anticipation of a bond sale, collection of taxes or receipt of other revenues.
Within these principal classifications of municipal securities, there are a variety of types of municipal securities, including but not limited to, inverse floating rate securities.
Inverse floating rate obligations are variable rate debt instruments that pay interest at rates that move in the opposite direction of prevailing interest rates. Because the interest rate paid to holders of such obligations is generally determined by subtracting a variable or floating rate from a predetermined amount, the interest rate paid to holders of such obligations will decrease as such variable or floating rate increases and increase as such variable or floating rate decreases. The inverse floating rate obligations in which the Fund may invest include derivative instruments such as residual interest bonds, tender option bonds or municipal bond trust certificates. Such instruments are typically created by a special purpose trust that holds long-term fixed rate bonds and sells two classes of beneficial interests: short-term floating rate interests, which are sold to or held by third party investors, and inverse floating residual interests, which are purchased by the Fund. The short-term floating rate interests have first priority on the cash flow from the bond held by the special purpose trust and the Fund (as holder of the inverse floating residual interests) is paid the residual cash flow from the bond held by the special purpose trust. Like most other fixed-income securities, the value of inverse floating rate obligations will decrease as interest rates increase. They are more volatile, however, than most other fixed-income securities because the coupon rate on an inverse floating rate obligation typically changes at a multiple of the change in the relevant index rate. Thus, any rise in the index rate (as a consequence of an increase in interest rates) causes a correspondingly greater drop in the coupon rate of an inverse floating rate obligation while a drop in the index rate causes a correspondingly greater increase in the coupon of an inverse floating rate obligation. Some inverse floating rate obligations may also increase or decrease substantially because of changes in the rate of prepayments. Inverse floating rate obligations tend to underperform the market for fixed rate bonds in a rising interest rate environment, but tend to outperform the market for fixed rate bonds when interest rates decline or remain relatively stable. Inverse floating rate obligations have varying degrees of liquidity. The Fund generally invest in inverse floating rate obligations that include
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embedded leverage, thus exposing the Fund to greater risks and increased costs. The market value of leveraged inverse floating rate obligations generally will fluctuate in response to changes in market rates of interest to a greater extent than the value of an unleveraged investment. The extent of increases and decreases in the value of inverse floating rate obligations generally will be larger than changes in an equal principal amount of a fixed rate security having similar credit quality, redemption provisions and maturity, which may cause the Funds net asset value to be more volatile than if it had not invested in inverse floating rate obligations. In certain instances, the short-term floating rate interests created by a special purpose trust may not be able to be sold to third parties or, in the case of holders tendering (or putting) such interests for repayment of principal, may not be able to be remarketed to third parties. In such cases, the special purpose trust holding the long-term fixed rate bonds may be collapsed. In the case of inverse floating rate obligations created by the Fund, the Fund would then be required to repay the principal amount of the tendered securities. During times of market volatility, illiquidity or uncertainty, the Fund could be required to sell other portfolio holdings at a disadvantageous time to raise cash to meet that obligation. The use of short-term floating rate obligations may require the Fund to segregate or earmark cash or liquid assets to cover its obligations. Securities so segregated or earmarked will be unavailable for sale by the Fund (unless replaced by other securities qualifying for segregation requirements), which may limit the Funds flexibility and may require that the Fund sell other portfolio investments at a time when it may be disadvantageous to sell such assets.
Recently published final rules implementing section 619 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (commonly known as the Volcker Rule) prohibit banking entities from engaging in proprietary trading of certain instruments and limit such entities investments in, and relationships with, covered funds, as defined in the rules. These rules may preclude banking entities from sponsoring and/or providing services for existing inverse floating rate obligation programs. There can be no assurances that these programs can be restructured substantially similar to their present form that new sponsors of inverse floating rate obligations would begin providing these services, or that alternative forms of leverage will be available to a Fund in order to maintain current levels of leverage. Any alternative forms of leverage may be less advantageous to a Fund and may adversely affect the Funds net asset value, distribution rate and ability to achieve its investment objective. The ultimate impact of these rules on the inverse floating rate obligation market and the municipal market generally is not yet certain.
Municipal Securities also include the following securities:
| 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. |
| 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 anticipation notes are usually general obligations of the issuer. |
| Revenue Anticipation Notes are issued by governments or governmental bodies with the expectation that future revenues from a designated source will be used to repay the notes. In general, they also constitute general obligations of the issuer. |
| 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. |
The Fund also may purchase participation interests or custodial receipts from financial institutions. These participation interests give the purchaser an undivided interest in one or more underlying Municipal Securities.
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After purchase by the Fund, an issue of Municipal Securities may cease to be rated by Moodys Investors Service, Inc. (Moodys) or Standard and Poors Ratings Services (S&P), or another nationally recognized statistical rating organization (NRSRO), or the rating of such a security may be reduced below the minimum credit quality rating required for purchase by the Fund. Neither event would require the Fund to dispose of the security.
The Fund may invest in Municipal Securities that are insured by financial insurance companies. Since a limited number of entities provide such insurance, the Fund may invest more than 25% of its assets in securities insured by the same insurance company. If the Fund invests in Municipal Securities backed by insurance companies and other financial institutions, changes in the financial condition of these institutions could cause losses to the Fund and affect share price.
The Fund may invest in Municipal Securities that are insured by financial insurance companies. Since a limited number of entities provide such insurance, the Fund may invest more than 25% of its assets in securities insured by the same insurance company.
The Fund may also invest in taxable municipal securities. Taxable municipal securities are debt securities issued by or on behalf of states and their political subdivisions, the District of Columbia, and possessions of the United States, the interest on which is not exempt from federal income tax.
The yields on Municipal Securities are dependent on a variety of factors, including general economic and monetary conditions, money market factors, conditions of the Municipal Securities market, size of a particular offering, and maturity and rating of the obligation. Because many Municipal Securities are issued to finance similar projects, especially those related to education, health care, transportation and various utilities, conditions in those sectors and the financial condition of an individual municipal issuer can affect the overall municipal market. The market values of the Municipal Securities held by the Fund will be affected by changes in the yields available on similar securities. If yields increase following the purchase of a Municipal Security, the market value of such Municipal Security will generally decrease. Conversely, if yields decrease, the market value of a Municipal Security will generally increase.
Investment Grade Debt Obligations. The Fund may invest in U.S. dollar-denominated debt obligations issued or guaranteed by U.S. corporations or U.S. commercial banks, U.S. dollar-denominated obligations of foreign issuers and debt obligations of foreign issuers denominated in foreign currencies. Debt obligations include, among others, bonds, notes, debentures and variable rate demand notes.
The Adviser considers investment grade securities to include: (i) securities rated BBB- or higher by S&P or Baa3 or higher by Moodys or an equivalent rating by another NRSRO, (ii) securities with comparable short-term NRSRO ratings, or (iii) unrated securities determined by the Adviser to be of comparable quality at the time of purchase. The description of debt securities ratings may be found in Appendix A .
In choosing corporate debt securities on behalf of the Fund, portfolio managers may consider:
(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. |
Debt securities are subject to a variety of risks, such as interest rate risk, income risk, prepayment risk, inflation risk, credit risk, currency risk and default risk.
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Non-Investment Grade Debt Obligations (Junk Bonds). The Fund may invest in lower-rated or non-rated debt securities commonly known as junk bonds.
Bonds rated below investment grade (as defined above in Investment Grade Debt Obligations) are commonly known as junk bonds. Analysis of the creditworthiness of junk bond issuers is more complex than that of investment-grade issuers and the success of the Funds adviser in managing these decisions is more dependent upon its own credit analysis than is the case with investment-grade bonds. Descriptions of debt securities ratings are found in Appendix A.
The capacity of junk bonds to pay interest and repay principal is considered speculative. While junk bonds may provide an opportunity for greater income and gains, they are subject to greater risks than higher-rated debt securities. The prices of and yields on junk bonds may fluctuate to a greater extent than those of higher-rated debt securities. Junk bonds are generally more sensitive to individual issuer developments, economic conditions and regulatory changes than higher-rated bonds. Issuers of junk bonds are often smaller, less-seasoned companies or companies that are highly leveraged with more traditional methods of financing unavailable to them. Junk bonds are generally at a higher risk of default because such issues are often unsecured or otherwise subordinated to claims of the issuers other creditors. If a junk bond issuer defaults, the Fund may incur additional expenses to seek recovery. The secondary markets in which junk bonds are traded may be thin and less liquid than the market for higher-rated debt securities and the Fund may have difficulty selling certain junk bonds at the desired time and price. Less liquidity in secondary trading markets could adversely affect the price at which the Fund could sell a particular junk bond, and could cause large fluctuations in the net asset value of the Funds shares. The lack of a liquid secondary market may also make it more difficult for the Fund to obtain accurate market quotations in valuing junk bond assets and elements of judgment may play a greater role in the valuation.
Floating Rate Corporate Loans and Corporate Debt Securities. The Fund may invest in floating rate loans and corporate debt securities. Floating rate loans consist generally of obligations of companies and other entities (collectively, borrower) incurred for the purpose of reorganizing the assets and liabilities of a borrower; acquiring another company; taking over control of a company (leveraged buyout); temporary refinancing; or financing internal growth or other general business purposes. Floating rate loans are often obligations of borrowers who have incurred a significant percentage of debt compared to equity issued and thus are highly leveraged.
Floating rate loans may include both term loans, which are generally fully funded at the time of the Funds investment, and revolving loans, which may require the Fund to make additional investments in the loans as required under the terms of the loan agreement. A revolving credit loan agreement may require the Fund to increase its investment in a loan at a time when the Fund might not otherwise have done so, even if the borrowers condition makes it unlikely that the loan will be repaid.
A floating rate loan is generally offered as part of a lending syndicate to banks and other financial institutions and is administered in accordance with the terms of the loan agreement by an agent bank who is responsible for collection of principal and interest and fee payments from the borrower and apportioning those payments to all lenders who are parties to the agreement. Typically, the agent is given broad discretion to enforce the loan agreement and is compensated by the borrower for its services.
Floating rate loans may be acquired by direct investment as a lender at the inception of the loan or by assignment of a portion of a floating rate loan previously made to a different lender or by purchase of a participation interest. If the Fund makes a direct investment in a loan as one of the lenders, it generally acquires the loan at par. This means the Fund receives a return at the full interest rate for the loan. If the Fund acquires its interest in loans in the secondary market or acquires a participation interest, the loans may be purchased or sold above, at, or below par, which can result in a yield that is below, equal to, or above the stated interest rate of the loan. At times, the Fund may be able to invest in floating rate loans only through assignments or participations.
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A participation interest represents a fractional interest in a floating rate loan held by the lender selling the Fund the participation interest. In the case of participations, the Fund will not have any direct contractual relationship with the borrower, the Funds rights to consent to modifications of the loan are limited and it is dependent upon the participating lender to enforce the Funds rights upon a default.
The Fund may be subject to the credit of both the agent and the lender from whom the Fund acquires a participation interest.
Historically, floating rate loans have not been registered with the SEC or any state securities commission or listed on any securities exchange. As a result, the amount of public information available about a specific floating rate loan has been historically less extensive than if the floating rate loan were registered or exchange traded.
Floating rate debt securities are typically in the form of notes or bonds issued in public or private placements in the securities markets. Floating rate debt securities will typically have substantially similar terms to floating rate loans, but will not be in the form of participations or assignments.
The floating rate loans and debt securities in which the Fund invests will, in most instances, be secured and senior to other indebtedness of the borrower. Each floating rate loan and debt security will generally be secured by collateral such as accounts receivable, inventory, equipment, real estate, intangible assets such as trademarks, copyrights and patents, and securities of subsidiaries or affiliates. The value of the collateral generally will be determined by reference to financial statements of the borrower, by an independent appraisal, by obtaining the market value of such collateral, in the case of cash or securities if readily ascertainable, or by other customary valuation techniques considered appropriate by Invesco and/or the Sub-Advisers. The value of collateral may decline after the Funds investment, and collateral may be difficult to sell in the event of default. Consequently, the Fund may not receive all the payments to which it is entitled. The Funds assets may be invested in unsecured floating rate loans and debt securities or subordinated floating rate loans and debt securities, which may or may not be secured. If the borrower defaults on an unsecured loan or security, there is no specific collateral on which the lender can foreclose. If the borrower defaults on a subordinated loan or security, the collateral may not be sufficient to cover both the senior and subordinated loans and securities.
Most borrowers pay their debts from cash flow generated by their businesses. If a borrowers cash flow is insufficient to pay its debts, it may attempt to restructure its debts rather than sell collateral. Borrowers may try to restructure their debts by filing for protection under the federal bankruptcy laws or negotiating a work-out. If a borrower becomes involved in a bankruptcy proceeding, access to collateral may be limited by bankruptcy and other laws. If a court decides that access to collateral is limited or voidable, the Fund may not recover the full amount of principal and interest that is due.
A borrower must comply with certain restrictive covenants contained in the loan agreement or indenture (in the case of floating rate debt securities). In addition to requiring the scheduled payment of principal and interest, these covenants may include restrictions on the payment of dividends and other distributions to the borrowers shareholders, provisions requiring compliance with specific financial ratios, and limits on total indebtedness. The agreement may also require the prepayment of the floating rate loans or debt securities from excess cash flow. A breach of a covenant that is not waived by the agent (or lenders directly) is normally an event of default, which provides the agent and lenders the right to call for repayment of the outstanding floating rate loan or debt security.
Purchasers of floating rate loans may receive and/or pay certain fees. These fees are in addition to interest payments and may include commitment fees, facility fees, and prepayment penalty fees. When the Fund buys a floating rate loan, it may receive a facility fee, and when it sells a floating rate loan, it may pay an assignment fee.
It is expected that the majority of floating rate loans and debt securities will have stated maturities of three to ten years. However, because floating rate loans and debt securities are frequently prepaid, it is
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expected that the average maturity will be three to five years. The degree to which borrowers prepay floating rate loans and debt securities, whether as a contractual requirement or at the borrowers election, may be affected by general business conditions, the borrowers financial condition and competitive conditions among lenders. Prepayments cannot be predicted with accuracy. Prepayments may result in the Funds investing in floating rate loans and debt securities with lower yields.
Investments in loans, loan participations and assignments present the possibility that the Fund could be held liable as a co-lender under emerging legal theories of lender liability. The Fund anticipates that loans, loan participations and assignments could be sold only to a limited number of institutional investors. If there is no active secondary market for a loan, it may be more difficult to sell the interests in such a loan at a price that is acceptable or to even obtain pricing information. In addition, some loans, loan participations and assignments may not be rated by major rating agencies and may not be protected by the securities laws.
Loans, Loan Participations and Assignments. The Fund may invest in loan participations or assignments.
Loans and loan participations are interests are interests in amounts owed by a corporate, governmental or other borrowers to another party. They may represent amounts owed to lenders or lending syndicates, to suppliers of goods or services, or to other parties. The Fund will have the right to receive payments of principal, interest and any fees to which it is entitled only from the lender selling the participation and only upon receipt by the lender of the payments from the borrower. In connection with purchasing participations, the Fund generally will have no right to enforce compliance by the borrower with the terms of the loan agreement relating to the loan, nor any rights of set-off against the borrower, and the Fund may not directly benefit from any collateral supporting the loan in which it has purchased the participation. As a result, the Fund will be subject to the credit risk of both the borrower and the lender that is selling the participation. In the event of the insolvency of the lender selling a participation, the Fund may be treated as a general creditor of the lender and may not benefit from any set-off between the lender and the borrower.
When the Fund purchases assignments from lenders, it acquires direct rights against the borrower on the loan. However, because assignments are arranged through private negotiations between potential assignees and potential assignors, the rights and obligations acquired by the Fund as the purchaser of an assignment may differ from, and be more limited than, those held by the assigning lender. In addition, if the loan is foreclosed, the Fund could be part owner of any collateral and could bear the costs and liabilities of owning and disposing of the collateral.
Investments in loans, loan participations and assignments present the possibility that the Fund could be held liable as a co-lender under emerging legal theories of lender liability. The Fund anticipates that loans, loan participations and assignments could be sold only to a limited number of institutional investors. If there is no active secondary market for a loan, it may be more difficult to sell the interests in such a loan at a price that is acceptable or to even obtain pricing information. In addition, some loans, loan participations and assignments may not be rated by major rating agencies and may not be protected by the securities laws.
Public Bank Loans . Public bank loans are privately negotiated loans for which information about the issuer has been made publicly available. Public loans are made by banks or other financial institutions, and may be rated investment grade (as defined above in Investment Grade Debt Obligation) or below investment grade. However, public bank loans are not registered under the Securities Act of 1933, as amended (the 1933 Act), and are not publicly traded. They usually are second lien loans normally lower in priority of payment to senior loans, but have seniority in a companys capital structure to other claims, such as subordinated corporate bonds or publicly-issued equity so that in the event of bankruptcy or liquidation, the company is required to pay down these second lien loans prior to such other lower-ranked claims on their assets. Bank loans normally pay floating rates that reset frequently, and as a result, protect investors from increases in interest rates.
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Bank loans generally are negotiated between a borrower and several financial institutional lenders represented by one or more lenders acting as agent of all the lenders. The agent is responsible for negotiating the loan agreement that establishes the terms and conditions of the loan and the rights of the borrower and the lenders, monitoring any collateral, and collecting principal and interest on the loan. By investing in a loan, a Fund becomes a member of a syndicate of lenders. Certain bank loans are illiquid, meaning the Fund may not be able to sell them quickly at a fair price. Illiquid securities are also difficult to value. To the extent a bank loan has been deemed illiquid, it will be subject to a Funds restrictions on investment in illiquid securities. The secondary market for bank loans may be subject to irregular trading activity, wide bid/ask spreads and extended trade settlement periods.
Bank loans are subject to the risk of default. Default in the payment of interest or principal on a loan will result in a reduction of income to a Fund, a reduction in the value of the loan, and a potential decrease in the Funds net asset value. The risk of default will increase in the event of an economic downturn or a substantial increase in interest rates. Bank loans are subject to the risk that the cash flow of the borrower and property securing the loan or debt, if any, may be insufficient to meet scheduled payments. As discussed above, however, because bank loans reside higher in the capital structure than high yield bonds, default losses have been historically lower in the bank loan market. Bank loans that are rated below investment grade share the same risks of other below investment grade securities.
Structured Notes and Indexed Securities. The Fund may invest in structured notes or other indexed securities.
Structured notes are derivative debt instruments, the interest rate or principal of which is linked to currencies, interest rates, commodities, indices or other financial indicators (reference instruments). Indexed securities may include structured notes and other securities wherein the interest rate or principal are determined by a reference instrument.
Most structured notes and indexed securities are fixed-income securities that have maturities of three years or less. The interest rate or the principal amount payable at maturity of an indexed security may vary based on changes in one or more specified reference instruments, such as a floating interest rate compared with a fixed interest rate. The reference instrument need not be related to the terms of the indexed security. Structured notes and indexed securities may be positively or negatively indexed (i.e., their principal value or interest rates may increase or decrease if the underlying reference instrument appreciates), and may have return characteristics similar to direct investments in the underlying reference instrument or to one or more options on the underlying reference instrument.
Structured notes and indexed securities may entail a greater degree of market risk than other types of debt securities because the investor bears the risk of the reference instrument. Structured notes or indexed securities also may be more volatile, less liquid, and more difficult to accurately price than less complex securities and instruments or more traditional debt securities. In addition to the credit risk of the structured note or indexed securitys issuer and the normal risks of price changes in response to changes in interest rates, the principal amount of structured notes or indexed securities may decrease as a result of changes in the value of the underlying reference instruments. Further, in the case of certain structured notes or indexed securities in which the interest rate, or exchange rate in the case of currency, is linked to a referenced instrument, the rate may be increased or decreased or the terms may provide that, under certain circumstances, the principal amount payable on maturity may be reduced to zero resulting in a loss to the Fund.
U.S. Corporate Debt Obligations. Corporate debt obligations in which the Fund may invest are debt obligations issued or guaranteed by corporations that are denominated in U.S. dollars. Such investments may include, among others, commercial paper, bonds, notes, debentures, variable rate demand notes, master notes, funding agreements and other short-term corporate instruments. Commercial Paper consists of short-term promissory notes issued by corporations. Commercial paper
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may be traded in the secondary market after its issuance. Variable rate demand notes are securities with a variable interest which is readjusted on pre-established dates. Variable rate demand notes are subject to payment of principal and accrued interest (usually within seven days) on the Funds demand. Master notes are negotiated notes that permit the investment of fluctuating amounts of money at varying rates of interest pursuant to arrangements with issuers who meet the credit quality criteria of the Fund. The interest rate on a master note may fluctuate based upon changes in specified interest rates or be reset periodically according to a prescribed formula or may be a set rate. Although there is no secondary market in master notes, if such notes have a demand feature, the payee may demand payment of the principal amount of the note upon relatively short notice. Funding agreements are agreements between an insurance company and the Fund covering underlying demand notes. Although there is no secondary market in funding agreements, if the underlying notes have a demand feature, the payee may demand payment of the principal amount of the note upon relatively short notice. Master notes and funding agreements are generally illiquid and therefore subject to the Funds percentage limitation for investments in illiquid securities.
Real Estate Investment Trusts (REITs). The Fund may invest in equity and/or debt obligations issued by REITs.
REITs are trusts that sell equity or debt securities to investors and use the proceeds to invest in real estate or interests therein. Equity REITs invest the majority of their assets directly in real property and derive income primarily from the collection of rents. Equity REITs can also realize capital gains by selling property that has appreciated in value. Mortgage REITs invest the majority of their assets in real estate mortgages and derive income from the collection of interest payments.
Investments in REITS may be subject to many of the same risks as direct investments in real estate. These risks include difficulties in valuing and trading real estate, declines in the value of real estate, risks related to general and local economic conditions, adverse changes in the climate for real estate, environmental liability risks, increases in property taxes and operating expenses, changes in zoning laws, casualty or condemnation losses, limitations on rents, changes in neighborhood values, the appeal of properties to tenants, heavy cash flow dependency and increases in interest rates. To the extent that a Fund invests in REITs, the Fund could conceivably own real estate directly as a result of a default on the REIT interests or obligations it owns.
In addition to the risks of direct real estate investment described above, equity REITs may be affected by any changes in the value of the underlying property owned by the trusts, while mortgage REITs may be affected by the quality of any credit extended. REITs are also subject to the following risks: they are dependent upon management skill and on cash flows; are not diversified; are subject to defaults by borrowers, self-liquidation, and the possibility of failing to maintain an exemption from the 1940 Act; and are subject to interest rate risk. A Fund that invests in REITs will bear a proportionate share of the expenses of the REITs.
Limited Partnerships . A limited partnership interest entitles the Fund to participate in the investment return of the partnerships assets as defined by the agreement among the partners. As a limited partner, the Fund generally is not permitted to participate in the management of the partnership. However, unlike a general partner whose liability is not limited, a limited partners liability generally is limited to the amount of its commitment to the partnership.
Master Limited Partnerships (MLPs) . The Fund may invest in MLPs.
MLPs generally are limited partnerships (or limited liability companies), the common units of which are listed and traded on a national securities exchange or over-the-counter. MLPs generally have two classes of partners, the general partner and the limited partners. The general partner normally controls the MLP through an equity interest plus units that are subordinated to the common (publicly
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traded) units for an initial period and then only converting to common if certain financial tests are met. The general partner also generally receives a larger portion of the net income as incentive. As cash flow grows, the general partner receives a greater interest in the incremental income compared to the interest of limited partners.
MLP common units represent an equity ownership interest in a partnership, providing limited voting rights and entitling the holder to a share of the companys success through distributions and/or capital appreciation. Unlike shareholders of a corporation, common unit holders do not elect directors annually and generally have the right to vote only on certain significant events, such as mergers, a sale of substantially all of the assets, removal of the general partner or material amendments to the partnership agreement. MLPs are required by their partnership agreements to distribute a large percentage of their current operating earnings. Common unit holders generally have first right to a minimum quarterly distribution prior to distributions to the convertible subordinated unit holders or the general partner (including incentive distributions). Common unit holders typically have arrearage rights if the minimum quarterly distribution is not met. In the event of liquidation, MLP common unit holders have first right to the partnerships remaining assets after bondholders, other debt holders, and preferred unit holders have been paid in full.
The general partner or managing member interest in an MLP is typically retained by the original sponsors of an MLP, such as its founders, corporate partners and entities that sell assets to the MLP. The holder of the general partner or managing member interest can be liable in certain circumstances for amounts greater than the amount of the holders investment in the general partner or managing member. General partner or managing member interests often confer direct board participation rights in, and in many cases control over the operations of, the MLP. General partner or managing member interests can be privately held or owned by publicly traded entities. General partner or managing member interests receive cash distributions, typically in an amount of up to 2% of available cash, which is contractually defined in the partnership or limited liability company agreement. In addition, holders of general partner or managing member interests typically receive incentive distribution rights (IDRs), which provide them with an increasing share of the entitys aggregate cash distributions upon the payment of per common unit distributions that exceed specified threshold levels above the MQD. Incentive distributions to a general partner are designed to encourage the general partner, who controls and operates the partnership, to maximize the partnerships cash flow and increase distributions to the limited partners. Due to the IDRs, general partners of MLPs have higher distribution growth prospects than their underlying MLPs, but quarterly incentive distribution payments would also decline at a greater rate than the decline rate in quarterly distributions to common and subordinated unit holders in the event of a reduction in the MLPs quarterly distribution. The ability of the limited partners or members to remove the general partner or managing member without cause is typically very limited. In addition, some MLPs permit the holder of IDRs to reset, under specified circumstances, the incentive distribution levels and receive compensation in exchange for the distribution rights given up in the reset.
Some companies in which the Fund may invest have been organized as limited liability companies (MLP LLCs). Such MLP LLCs generally are treated in the same manner as MLPs for federal income tax purposes (i.e., generally taxed as partnerships). MLP LLC common units trade on a national securities exchange or OTC. In contrast to MLPs, MLP LLCs have no general partner and there are generally no incentives that entitle management or other unitholders to increased percentages of cash distributions as distributions reach higher target levels. In addition, MLP LLC common unitholders typically have voting rights with respect to the MLP LLC, whereas MLP common units have limited voting rights.
Investments in securities of an MLP involve risks that differ from investments in common stock, including risks related to limited control and limited rights to vote on matters affecting the MLP, risks related to potential conflicts of interest between the MLP and the MLPs general partner, cash flow risks, dilution risks and risks related to the general partners right to require unit-holders to sell their common units at an undesirable time or price. Certain MLP securities may trade in lower volumes due to their smaller capitalizations, and may be subject to more abrupt or erratic price movements and lower market
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liquidity. MLPs are generally considered interest-rate sensitive investments. During periods of interest rate volatility, these investments may not provide attractive returns.
There are also certain tax risks undertaken by the Fund when it invests in MLPs. MLPs are generally treated as partnerships for U.S. federal income tax purposes. Partnerships do not pay U.S. federal income tax at the partnership level. Rather, each partner is allocated a share of the partnerships income, gains, losses, deductions and expenses. A change in current tax law or a change in the underlying business mix of a given MLP could result in an MLP being treated as a corporation for U.S. federal income tax purposes, which would result in the MLP being required to pay U.S. federal income tax (as well as state and local income taxes) on its taxable income. This would have the effect of reducing the amount of cash available for distribution by the MLP and could result in a reduction in the value of a Funds investment in the MLP and lower income to the Fund. Also, to the extent a distribution received by a Fund from an MLP is treated as a return of capital, a Funds adjusted tax basis in the interests of the MLP will be reduced, which may increase the Funds tax liability upon the sale of the interests in the MLP or upon subsequent distributions in respect of such interests.
Initial Public Offerings. The Fund may invest in securities of companies in initial public offerings (IPOs).
IPOs of securities issued by unseasoned companies with little or no operating history are risky and their prices are highly volatile, but they can result in very large gains in their initial trading. Attractive IPOs are often oversubscribed and may not be available to a Fund, or only in very limited quantities. Thus, when the Funds size is smaller, any gains from IPOs will have an exaggerated impact on the Funds reported performance than when the Fund is larger. The Fund may engage in short-term trading in connection with its IPO investments, which could produce higher trading costs and adverse tax consequences. There can be no assurance that the Fund will have favorable IPO investment opportunities.
Other Investment Companies. Unless otherwise indicated in this SAI or the Funds prospectus, the Fund may purchase shares of other investment companies, including ETFs. The 1940 Act imposes the following restrictions on investments in other investment companies: (i) a fund may not purchase more than 3% of the total outstanding voting stock of another investment company; (ii) a fund may not invest more than 5% of its total assets in securities issued by another investment company; and (iii) a fund may not invest more than 10% of its total assets in securities issued by other investment companies. The 1940 Act and related rules provide certain exemptions from these restrictions. For example, under certain conditions, the Fund may acquire an unlimited amount of shares of mutual funds that are part of the same group of investment companies as the acquiring fund. In addition, these restrictions do not apply to investments by the Fund in investment companies that are money market funds, including money market funds that have Invesco or an affiliate of Invesco as an investment adviser (the Affiliated Money Market Funds).
When a Fund purchases shares of another investment company, including an Affiliated Money Market Fund, the Fund will indirectly bear its proportionate share of the advisory fees and other operating expenses of such investment company and will be subject to the risks associated with the portfolio investments of the underlying investment company.
Private Investments in Public Equity. Private investments in public equity (PIPES) are equity securities in a private placement that are issued by issuers who have outstanding, publicly-traded equity securities of the same class. Shares in PIPES generally are not registered with the SEC until after a certain time period from the date the private sale is completed. This restricted period can last many months. Until the public registration process is completed, PIPES are restricted as to resale and the Fund cannot freely trade the securities. Generally, such restrictions cause the PIPES to be illiquid during this time. PIPES may contain provisions that the issuer will pay specified financial penalties to the holder if the issuer does not publicly register the restricted equity securities within a specified period of time, but there
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is no assurance that the restricted equity securities will be publicly registered, or that the registration will remain in effect.
Defaulted Securities. The Fund may invest in defaulted securities.
Defaulted securities are debt securities on which the issuer is not currently making interest payments. In order to enforce its rights in defaulted securities, the Fund may be required to participate in legal proceedings or take possession of and manage assets securing the issuers obligations on the defaulted securities. This could increase the Funds operating expenses and adversely affect its net asset value. Risks in defaulted securities may be considerably higher as they are generally unsecured and subordinated to other creditors of the issuer. Any investments by the Fund in defaulted securities will also be considered illiquid securities subject to the limitations described herein, unless Invesco and/or the Sub-Advisers determines that such defaulted securities are liquid under guidelines adopted by the Board.
Municipal Forward Contracts . A municipal forward contract is a Municipal Security which is purchased on a when-issued basis with longer-than-standard settlement dates, in some cases taking place up to five years from the date of purchase. The buyer, in this case the Fund, will execute a receipt evidencing the obligation to purchase the bond on the specified issue date, and must segregate cash to meet that forward commitment.
Municipal forward contracts typically carry a substantial yield premium to compensate the buyer for the risks associated with a long when-issued period, including shifts in market interest rates that could materially impact the principal value of the bond, deterioration in the credit quality of the issuer, loss of alternative investment options during the when-issued period and failure of the issuer to complete various steps required to issue the bonds.
Variable or Floating Rate Instruments. The Fund may invest in variable or floating rate instruments.
Variable or floating rate instruments are securities that provide for a periodic adjustment in the interest rate paid on the obligation. The interest rates for securities with variable interest rates are readjusted on set dates (such as the last day of the month or calendar quarter) and the interest rates for securities with floating rates are reset whenever a specified interest rate change occurs. Variable or floating interest rates generally reduce changes in the market price of securities from their original purchase price because, upon readjustment, such rates approximate market rates. Accordingly, as market interest rates decrease or increase, the potential for capital appreciation or depreciation is less for variable or floating rate securities than for fixed rate obligations. Many securities with variable or floating interest rates have a demand feature allowing the Fund to demand payment of principal and accrued interest prior to its maturity. The terms of such demand instruments require payment of principal and accrued interest by the issuer, a guarantor, and/or a liquidity provider. All variable or floating rate instruments will meet the applicable rating standards of the Fund. The Adviser, or Sub-adviser, as applicable, may determine that an unrated floating rate or variable rate demand obligation meets the Funds rating standards by reason of being backed by a letter of credit or guarantee issued by a bank that meets those rating standards.
Inverse Floating Rate Obligations. The inverse floating rate obligations in which the Fund may invest are typically created through a division of a fixed-rate municipal obligation into two separate instruments, a short-term obligation and a long-term obligation. The interest rate on the short-term obligation is set at periodic auctions. The interest rate on the long-term obligation which the Fund may purchase is the rate the issuer would have paid on the fixed-income obligation, (i) plus the difference between such fixed rate and the rate on the short term obligation, if the short-term rate is lower than the fixed rate; or (ii) minus such difference if the interest rate on the short-term obligation is higher than the fixed rate. These securities have varying degrees of liquidity and the market value of such securities generally will fluctuate in response to changes in market rates of interest to a greater extent than the value of an equal principal amount of a fixed rate security having similar credit quality, redemption
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provisions and maturity. These securities tend to underperform the market for fixed rate bonds in a rising interest rate environment, but tend to outperform the market for fixed rate bonds when interest rates decline or remain relatively stable. Although volatile, inverse floating rate obligations typically offer the potential for yields exceeding the yields available on fixed rate bonds with comparable credit quality, coupon, call provisions and maturity. These securities usually permit the investor to convert the floating rate security counterpart to a fixed rate (normally adjusted downward), and this optional conversion feature may provide a partial hedge against rising rates if exercised at an opportune time.
Recently published final rules implementing section 619 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (commonly known as the Volcker Rule) prohibit banking entities from engaging in proprietary trading of certain instruments and limit such entities investments in, and relationships with, covered funds, as defined in the rules. These rules may preclude banking entities from sponsoring and/or providing services for existing inverse floating rate obligation programs. There can be no assurances that these programs can be restructured substantially similar to their present form, that new sponsors of inverse floating rate obligations would begin providing these services, or that alternative forms of leverage will be available to a Fund in order to maintain current levels of leverage. Any alternative forms of leverage may be less advantageous to a Fund and may adversely affect the Funds net asset value, distribution rate and ability to achieve its investment objective. The ultimate impact of these rules on the inverse floating rate obligation market and the municipal market generally is not yet certain.
Zero-Coupon and Pay-in-Kind Securities . The Fund may invest in zero-coupon or pay-in-kind securities.
Zero-coupon securities do not pay interest or principal until final maturity unlike debt securities that traditionally provide periodic payments of interest (referred to as a coupon payment). Investors must wait until maturity to receive interest and principal, which increases the interest rate and credit risks of a zero coupon security. Pay-in-kind securities are securities that have interest payable by delivery of additional securities. Upon maturity, the holder is entitled to receive the aggregate par value of the securities. Zero-coupon and pay-in-kind securities may be subject to greater fluctuation in value and lower liquidity in the event of adverse market conditions than comparably rated securities paying cash interest at regular interest payment periods. Investors may purchase zero-coupon and pay in kind securities at a price below the amount payable at maturity. The difference between the purchase price and the amount paid at maturity represents original issue discount on the security.
Participation Notes. The Fund may invest in participation notes. Participation notes, also known as participation certificates, are issued by banks or broker-dealers and are designed to replicate the performance of foreign companies or foreign securities markets and can be used by the Fund as an alternative means to access the securities market of a country. Participation notes are generally traded OTC. The performance results of participation notes will not replicate exactly the performance of the foreign company or foreign securities market that they seek to replicate due to transaction and other expenses. Investments in participation notes involve the same risks associated with a direct investment in the underlying foreign companies or foreign securities market that they seek to replicate. In addition, participation notes are subject to counterparty risk, currency risk, and reinvestment risk. Counterparty risk is the risk that the broker-dealer or bank that issues them will not fulfill its contractual obligation to complete the transaction with the Fund. Participation notes constitute general unsecured contractual obligations of the banks or broker-dealers that issue them, and the Fund is relying on the creditworthiness of such banks or broker-dealers and has no rights under a participation note against the issuer of the underlying assets. Additionally, there is a currency risk since the dollar value of the Funds foreign investments will be affected by changes in the exchange rates between the dollar and (a) the currencies in which the notes are denominated, such as euro denominated participation notes, and (b) the currency of the country in which a foreign company sits. Also, there is a reinvestment risk because the amounts from the note may be reinvested in a less valuable investment when the note matures.
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Premium Securities. The Fund may invest in premium securities. Premium securities are securities bearing coupon rates higher than the then prevailing market rates.
Premium securities are typically purchased at a premium, in other words, at a price greater than the principal amount payable on maturity. The Fund will not amortize the premium paid for such securities in calculating its net investment income. As a result, in such cases the purchase of premium securities provides the Fund a higher level of investment income distributable to shareholders on a current basis than if the Fund purchased securities bearing current market rates of interest. However, the yield on these securities would remain at the current market rate. If securities purchased by the Fund at a premium are called or sold prior to maturity, the Fund will realize a loss to the extent the call or sale price is less than the purchase price. Additionally, the Fund will realize a loss of principal if it holds such securities to maturity.
Stripped Income Securities. The Fund may invest in stripped income securities.
Stripped Income Securities are obligations representing an interest in all or a portion of the income or principal components of an underlying or related security, a pool of securities, or other assets. Stripped income securities may be partially stripped so that each class receives some interest and some principal. However, they may be completely stripped, where one class will receive all of the interest (the interest only class or the IO class), while the other class will receive all of the principal (the principal-only class or the PO class).
The market values of stripped income securities tend to be more volatile in response to changes in interest rates than are conventional income securities. In the case of mortgage-backed stripped income securities, the yields to maturity of IOs and POs may be very sensitive to principal repayments (including prepayments) on the underlying mortgages resulting in the Fund being unable to recoup its initial investment or resulting in a less than anticipated yield. The market for stripped income securities may be limited, making it difficult for the Fund to dispose of its holding at an acceptable price.
Privatizations. The Fund may invest in privatizations.
The governments of certain foreign countries have, to varying degrees, embarked on privatization programs to sell part or all of their interests in government owned or controlled companies or enterprises (privatizations). The Funds investments in such privatizations may include: (i) privately negotiated investments in a government owned or controlled company or enterprise; (ii) investments in the initial offering of equity securities of a government owned or controlled company or enterprise; and (iii) investments in the securities of a government owned or controlled company or enterprise following its initial equity offering.
In certain foreign countries, the ability of foreign entities such as the Fund to participate in privatizations may be limited by local law, or the terms on which the Fund may be permitted to participate may be less advantageous than those for local investors. There can be no assurance that foreign governments will continue to sell companies and enterprises currently owned or controlled by them, that privatization programs will be successful, or that foreign governments will not re-nationalize companies or enterprises that have been privatized. If large blocks of these enterprises are held by a small group of stockholders the sale of all or some portion of these blocks could have an adverse effect on the price.
Senior Secured Floating Rate Securities. The Fund may invest in senior secured floating rate loans and senior secured floating rate debt instruments made to or issued by borrowers (which may include U.S. and non-U.S. companies) that (i) have variable rates which adjust to a base rate, such as London Interbank Offered Rate (LIBOR), on set dates, typically every 30 days but not to exceed one year; and/or (ii) have interest rates that float at a margin above a generally recognized base lending rate such as the Prime Rate of a designated U.S. bank.
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Forward Commitments, When-Issued and Delayed Delivery Securities. The Fund may purchase or sell securities on a forward commitment, when-issued or delayed-delivery basis.
Forward commitments, when-issued or delayed-delivery basis involve delivery and payment that take place in the future after the date of the commitment to purchase or sell the securities at a pre-determined price and/or yield. Settlement of such transactions normally occurs a month or more after the purchase or sale commitment is made. Typically, no interest accrues to the purchaser until the security is delivered. Forward commitments also include To be announced (TBA) synthetic securities, which are contracts for the purchase or sale of mortgage-backed securities to be delivered at a future agreed upon date, whereby the specific mortgage pool numbers or the number of pools that will be delivered to fulfill the trade obligation or terms of the contract are unknown at the time of the trade. The Fund may also enter into buy/sell back transactions (a form of delayed delivery agreement). In a buy/sell back transaction, the Fund enters a trade to sell securities at one price and simultaneously enters a trade to buy the same securities at another price for settlement at a future date. Although the Fund generally intends to acquire or dispose of securities on a forward commitment, when-issued or delayed delivery basis, the Fund may sell these securities or its commitment before the settlement date if deemed advisable.
When purchasing a security on a forward commitment, when-issued or delayed-delivery basis, the Fund assumes the rights and risks of ownership of the security, including the risk of price and yield fluctuation, and takes such fluctuations into account when determining its net asset value. Securities purchased on a forward commitment, when-issued or delayed-delivery basis are subject to changes in value based upon the publics perception of the creditworthiness of the issuer and changes, real or anticipated, in the level of interest rates. Accordingly, securities acquired on such a basis may expose the Fund to risks because they may experience such fluctuations prior to actual delivery. Purchasing securities on a forward commitment, when-issued or delayed delivery basis may involve the additional risk that the yield available in the market when the delivery takes place actually may be higher than that obtained in the transaction itself.
Many forward commitments, when-issued and delayed-delivery transactions, including TBAs, are also subject to the risk that a counterparty may become bankrupt or otherwise fail to perform its obligations due to financial difficulties, including making payments or fulfilling obligations to a Fund. A Fund may obtain no or only limited recovery in a bankruptcy or other organizational proceedings, and any recovery may be significantly delayed. With respect to forward settling TBA transactions involving U.S. Government agency mortgage-backed securities, the counterparty risk may be mitigated by the recently adopted requirement that counterparties exchange variation margin on a regular basis as the market value of the deliverable security fluctuates.
Investment in these types of securities may increase the possibility that the Fund will incur short-term gains subject to federal taxation or short-term losses if the Fund must engage in portfolio transactions in order to honor its commitment. Until the settlement date, the Fund will segregate liquid assets of a dollar value sufficient at all times to make payment for the forward commitment, when-issued or delayed delivery transactions. Such segregated liquid assets will be marked-to-market daily, and the amount segregated will be increased if necessary to maintain adequate coverage of the delayed delivery commitments. No additional forward, when-issued or delayed delivery commitments will be made by the Fund if, as a result, more than 25% of the Funds total assets would become so committed. The delayed delivery securities, which will not begin to accrue interest or dividends until the settlement date, will be recorded as an asset of the Fund and will be subject to the risk of market fluctuation. The purchase price of the delayed delivery securities is a liability of the Fund until settlement. TBA transactions and transactions in other forward-settling mortgage-backed securities are effected pursuant to a collateral agreement with the seller. A Fund provides to the seller collateral consisting of cash or liquid securities in an amount as specified by the agreement upon initiation of the transaction. A Fund will make payments throughout the term of the transaction as collateral values fluctuate to maintain full collateralization for the
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term of the transaction. Collateral will be marked-to-market every business day. If the seller defaults on the transaction or declares bankruptcy or insolvency, a Fund might incur expenses in enforcing its rights, or the Fund might experience delay and costs in recovering collateral or may suffer a loss of principal and interest if the value of the collateral declines. In these situations, a Fund will be subject to greater risk that the value of the collateral will decline before it is recovered or, in some circumstances, the Fund may not be able to recover the collateral, and the Fund will experience a loss.
Short Sales. The Fund may engage in short sales. In addition, the Fund may engage in short sales of TBA mortgages.
A short sale involves the sale of a security which the Fund does not own in the hope of purchasing the same security at a later date at a lower price. To make delivery to the buyer, the Fund must borrow the security from a broker. The Fund normally closes a short sale by purchasing an equivalent number of shares of the borrowed security on the open market and delivering them to the broker. A short sale is typically affected when the Adviser believes that the price of a particular security will decline. Open short positions using options, futures, swaps or forward foreign currency contracts are not deemed to constitute selling securities short.
To secure its obligation to deliver the securities sold short to the broker, the Fund will be required to deposit cash or liquid securities with the broker. In addition, the Fund may have to pay a premium to borrow the securities, and while the loan of the security sold short is outstanding, the Fund is required to pay to the broker the amount of any dividends paid on shares sold short. In addition to maintaining collateral with the broker, the Fund will earmark or segregate an amount of cash or liquid securities equal to the difference, if any, between the current market value of the securities sold short and any cash or liquid securities deposited as collateral with the broker-dealer in connection with the short sale. The collateral will be marked to market daily. The amounts deposited with the broker or segregated with the custodian do not have the effect of limiting the amount of money that the Fund may lose on a short sale. Short sale transactions covered in this manner are not considered senior securities and are not subject to the Funds fundamental investment limitations on senior securities and borrowings.
Short positions create a risk that the Fund will be required to cover them by buying the security at a time when the security has appreciated in value, thus resulting in a loss to the Fund. A short position in a security poses more risk than holding the same security long. Because a short position loses value as the securitys price increases, the loss on a short sale is theoretically unlimited. The loss on a long position is limited to what the Fund originally paid for the security together with any transaction costs. The Fund may not always be able to borrow a security the Fund seeks to sell short at a particular time or at an acceptable price. It is possible that the market value of the securities the Fund holds in long positions will decline at the same time that the market value of the securities the Fund has sold short increases, thereby increasing the Funds potential volatility. The Fund will incur transaction costs including interest expenses, in connection with opening, maintaining, and closing short sales against the box (i.e., short sales of a security owned long by the Fund). In addition, the Fund may be required to pay dividends, interest, premiums and other expenses in connection with a short sale. Any benefit for the Fund resulting from the short sale will be decreased, and the amount of any ultimate gain or loss will be decreased or increased, respectively, by the amount of such expenses.
Short sales against the box result in a constructive sale and require the Fund to recognize any taxable gain unless an exception to the constructive sale applies. See Dividends, Distributions and Tax Matters Tax Matters Tax Treatment of Portfolio Transactions Options, futures, forward contracts, swap agreements and hedging transactions.
Margin Transactions . The Fund will not purchase any security on margin, except that the Fund may obtain such short-term credits as may be necessary for the clearance of purchases and sales of portfolio securities. The payment by the Fund of initial or variation margin in connection with futures, swaps or related options transactions and the use of a reverse repurchase agreement to finance the purchase of a security will not be considered the purchase of a security on margin.
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Interfund Loans . The SEC has issued an exemptive order permitting the Invesco Funds to borrow money from and lend money to each other for temporary or emergency purposes. The Invesco Funds interfund lending program is subject to a number of conditions, including the requirements that: (1) an interfund loan generally will occur only if the interest rate on the loan is more favorable to the borrowing fund than the interest rate typically available from a bank for a comparable transaction and the rate is more favorable to the lending fund than the rate available on overnight repurchase transactions; (2) an Invesco Fund may not lend more than 15% of its net assets through the program (measured at the time of the last loan); and (3) an Invesco Fund may not lend more than 5% of its net assets to another Invesco Fund through the program (measured at the time of the loan). The Fund may participate in the program only if and to the extent that such participation is consistent with the Funds investment objective and investment policies. Interfund loans have a maximum duration of seven days. Loans may be called with one days notice and may be repaid on any day.
Borrowing. The Fund may borrow money to the extent permitted under the Fund Policies. Such borrowings may be utilized (i) for temporary or emergency purposes; (ii) in anticipation of or in response to adverse market conditions; or, (iii) for cash management purposes. The Fund also intends to borrow money to purchase additional securities when Invesco or the Sub-Adviser deems it advantageous to do so. All borrowings are limited to an amount not exceeding 33 1/3% of the Funds total assets (including the amount borrowed) less liabilities (other than borrowings). Any borrowings that exceed this amount will be reduced within three business days to the extent necessary to comply with the 33 1/3% limitation even if it is not advantageous to sell securities at that time.
The ability of the Fund to borrow money to purchase additional securities gives the Fund greater flexibility to purchase securities for investment or tax reasons and not to be dependent on cash flows. To the extent borrowing costs exceed the return on the additional investments, the return realized by the Funds shareholders will be adversely affected. The Funds borrowing to purchase additional securities creates an opportunity for a greater total return to the Fund, but, at the same time, increases exposure to losses. The Funds willingness to borrow money for investment purposes, and the amount it borrows depends upon many factors, including investment outlook, market conditions and interest rates. Successful use of borrowed money to purchase additional investments depends on Invescos or the Sub-Advisers ability to predict correctly interest rates and market movements; such a strategy may not be successful during any period in which it is employed.
If there are unusually heavy redemptions, the Fund may have to sell a portion of its investment portfolio at a time when it may not be advantageous to do so. Selling Fund securities under these circumstances may result in a lower net asset value per share or decreased dividend income, or both. Invesco and the Sub-Advisers believe that, in the event of abnormally heavy redemption requests, the Funds borrowing ability would help to mitigate any such effects and could make the forced sale of its portfolio securities less likely.
The Fund may borrow from a bank, broker-dealer, or an Invesco Fund. Additionally, the Fund is permitted to temporarily carry a negative or overdrawn balance in its account with its custodian bank. To compensate the custodian bank for such overdrafts, the Fund may either (i) leave funds as a compensating balance in its account so the custodian bank can be compensated by earning interest on such funds; or (ii) compensate the custodian bank by paying it an agreed upon rate.
Lending Portfolio Securities . The Fund may lend its portfolio securities (principally to broker-dealers) to generate additional income. Such loans are callable at any time and are continuously secured by segregated collateral equal to no less than the market value, determined daily, of the loaned securities. Such collateral will be cash, letters of credit, or debt securities issued or guaranteed by the U.S. Government or any of its agencies. The Fund may lend portfolio securities to the extent of one-third
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of its total assets. The Fund will loan its securities only to parties that Invesco has determined are in good standing and when, in Invescos judgment, the income earned would justify the risks.
The Fund will not have the right to vote securities while they are on loan, but it can call a loan in anticipation of an important vote. The Fund would receive income in lieu of dividends on loaned securities and may, at the same time, generate income on the loan collateral or on the investment of any cash collateral.
If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund could experience delays and costs in recovering securities loaned or gaining access to the collateral. If the Fund is not able to recover the securities loaned, the Fund may sell the collateral and purchase a replacement security in the market. Lending securities entails a risk of loss to the Fund if and to the extent that the market value of the loaned securities increases and the collateral is not increased accordingly.
Any cash received as collateral for loaned securities will be invested, in accordance with the Funds investment guidelines, in short-term money market instruments or Affiliated Money Market Funds. Investing this cash subjects that investment to market appreciation or depreciation. For purposes of determining whether the Fund is complying with its investment policies, strategies and restrictions, the Fund will consider the loaned securities as assets of the Fund, but will not consider any collateral received as a Fund asset. The Fund will bear any loss on the investment of cash collateral.
For a discussion of tax considerations relating to lending portfolio securities, see Dividends, Distributions and Tax Matters Tax Matters Tax Treatment of Portfolio Transactions Securities lending.
Repurchase Agreements. The Fund may engage in repurchase agreement transactions. Repurchase agreements are agreements under which the Fund acquires ownership of a security from a broker-dealer or bank that agrees to repurchase the security at a mutually agreed upon time and price (which is higher than the purchase price), thereby determining the yield during the Funds holding period. The Fund may enter into a continuing contract or open repurchase agreement under which the seller is under a continuing obligation to repurchase the underlying securities from the Fund on demand and the effective interest rate is negotiated on a daily basis.
If the seller of a repurchase agreement fails to repurchase the security in accordance with the terms of the agreement, the Fund might incur expenses in enforcing its rights, and could experience a loss on the sale of the underlying security to the extent that the proceeds of the sale including accrued interest are less than the resale price provided in the agreement, including interest. In addition, although the Bankruptcy Code and other insolvency laws may provide certain protections for some types of repurchase agreements, if the seller of a repurchase agreement should be involved in bankruptcy or insolvency proceedings, the Fund may incur delay and costs in selling the underlying security or may suffer a loss of principal and interest if the value of the underlying security declines. The securities underlying a repurchase agreement will be marked-to-market every business day so that the value of such securities is at least equal to the investment value of the repurchase agreement, including any accrued interest thereon. The Fund may enter into repurchase agreements that involve securities that would be subject to a court stay in the event of the sellers bankruptcy or insolvency. A stay will prevent a Fund from selling the securities it holds under a repurchase agreement until permitted by a court. In these situations a Fund will be subject to greater risk that the value of the securities will decline before they are sold, and that the Fund will experience a loss.
The securities underlying a repurchase agreement will be marked-to-market every business day so that the value of such securities is at least equal to the investment value of the repurchase agreement,
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including any accrued interest thereon. Custody of the securities will be maintained by the Funds custodian or sub-custodian for the duration of the agreement.
The Fund may invest its cash balances in joint accounts with other Invesco Funds for the purpose of investing in repurchase agreements with maturities not to exceed 60 days, and in certain other money market instruments with remaining maturities not to exceed 90 days. Repurchase agreements are considered loans by the Fund under the 1940 Act.
Restricted and Illiquid Securities . The Fund may invest up to 15% of its net assets in securities that are illiquid.
Illiquid securities are securities that cannot be disposed of within seven days in the normal course of business at approximately the price at which they are valued. Illiquid securities may include a wide variety of investments, such as: (1) repurchase agreements maturing in more than seven days (unless the agreements have demand/redemption features); (2) OTC options contracts and certain other derivatives (including certain swap agreements); (3) fixed time deposits that are not subject to prepayment or that provide for withdrawal penalties upon prepayment (other than overnight deposits); (4) loan interests and other direct debt instruments; (5) municipal lease obligations; (6) commercial paper issued pursuant to Section 4(2) of the Securities Act of 1933, as amended (the 1933 Act); and (7) securities that are unregistered, that can be sold to qualified institutional buyers in accordance with Rule 144A under the 1933 Act, or that are exempt from registration under the 1933 Act or otherwise restricted under the federal securities laws.
Limitations on the resale of restricted securities may have an adverse effect on their marketability, which may prevent the Fund from disposing of them promptly at reasonable prices. The Fund may have to bear the expense of registering such securities for resale, and the risk of substantial delays in effecting such registrations. The Funds difficulty valuing and selling illiquid securities may result in a loss or be costly to the Fund.
If a substantial market develops for a restricted security or other illiquid investment held by the Fund, it may be treated as a liquid security, in accordance with procedures and guidelines approved by the Board. While Invesco monitors the liquidity of restricted securities on a daily basis, the Board oversees and retains ultimate responsibility for Invescos liquidity determinations. Invesco considers various factors when determining whether a security is liquid, including the frequency of trades, availability of quotations and number of dealers or qualified institutional buyers in the market.
Rule 144A Securities . The Fund may invest in Rule 144A securities. Rule 144A securities are securities which, while privately placed, are eligible for purchase and resale pursuant to Rule 144A under the 1933 Act. This Rule permits certain qualified institutional buyers, such as the Fund, to trade in privately placed securities even though such securities are not registered under the 1933 Act. Invesco and/or Sub-Advisers, under the supervision of the Board, will consider whether securities purchased under Rule 144A are illiquid and thus subject to the Funds restriction on investment in illiquid securities. Determination of whether a Rule 144A security is liquid or not is a question of fact. In making this determination Invesco and/or Sub-Advisers will consider the trading markets for the specific security taking into account the unregistered nature of a Rule 144A security. In addition, Invesco and/or Sub-Advisers could consider the (i) frequency of trades and quotes; (ii) number of dealers and potential purchasers; (iii) dealer undertakings to make a market; and (iv) nature of the security and of market place trades (for example, the time needed to dispose of the security, the method of soliciting offers and the mechanics of transfer). Invesco and/or Sub-Advisers will also monitor the liquidity of Rule 144A securities and, if as a result of changed conditions, Invesco and/or Sub-Advisers determines that a Rule 144A security is no longer liquid, Invesco and/or Sub-Advisers will review the Funds holdings of illiquid securities to determine what, if any, action is required to assure that such Fund complies with its restriction on investment in illiquid securities. Investing in Rule 144A securities could increase the amount of the Funds investments in illiquid securities if qualified institutional buyers are unwilling to purchase such securities.
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Reverse Repurchase Agreements. The Fund may engage in reverse repurchase agreements.
Reverse repurchase agreements are agreements that involve the sale of securities held by the Fund to financial institutions such as banks and broker-dealers, with an agreement that the Fund will repurchase the securities at an agreed upon price and date (or upon demand). During the reverse repurchase agreement period, the Fund continues to receive interest and principal payments on the securities sold. The Fund may employ reverse repurchase agreements (i) for temporary emergency purposes, such as to meet unanticipated net redemptions so as to avoid liquidating other portfolio securities during unfavorable market conditions; (ii) to cover short-term cash requirements resulting from the timing of trade settlements; or (iii) to take advantage of market situations where the interest income to be earned from the investment of the proceeds of the transaction is greater than the interest expense of the transaction.
Reverse repurchase agreements are a form of leverage and involve the risk that the market value of securities to be purchased by the Fund may decline below the price at which the Fund is obligated to repurchase the securities, or that the other party may default on its obligation, so that the Fund is delayed or prevented from completing the transaction. At the time the Fund enters into a reverse repurchase agreement, it will segregate, and maintain, liquid assets having a dollar value equal to the repurchase price, if specified, or the value of proceeds received on any sale subject to repurchase plus accrued interest. This practice of segregating assets is referred to as cover. The liquidity of a Fund and its ability to meet redemption requests may be impaired to the extent that a substantial portion of the Funds otherwise liquid assets is used as cover or pledged to the counterparty as collateral. In the event the buyer of securities under a reverse repurchase agreement files for bankruptcy or becomes insolvent, the Funds use of the proceeds from the sale of the securities may be restricted pending a determination by the other party, or its trustee or receiver, whether to enforce the Funds obligation to repurchase the securities. Reverse repurchase agreements may be considered borrowings by the Fund for the purposes of the 1940 Act and, therefore, may be included in the Funds calculation of its 33 1 ⁄ 3 limitation on borrowing. See the section entitled Borrowing above.
Mortgage Dollar Rolls. The Fund may engage in mortgage dollar rolls (a dollar roll).
A dollar roll is a type of transaction that involves the sale by the Fund of a mortgage-backed security to a financial institution such as a bank or broker-dealer, with an agreement that the Fund will repurchase a substantially similar (i.e., same type, coupon and maturity) security at an agreed upon price and date. The mortgage securities that are purchased will bear the same interest rate as those sold, but will generally be collateralized by different pools of mortgages with different prepayment histories. During the period between the sale and repurchase the Fund will not be entitled to receive interest or principal payments on the securities sold but is compensated for the difference between the current sales price and the forward price for the future purchase. In addition, cash proceeds of the sale may be invested in short-term instruments and the income from these investments, together with any additional fee income received on the sale, would generate income for the Fund. The Fund typically enters into a dollar roll transaction to enhance the Funds return either on an income or total return basis or to manage pre-payment risk.
Dollar roll transactions involve the risk that the market value of the securities retained by the Fund may decline below the price of the securities that the Fund has sold but is obligated to repurchase under the agreement. In the event the buyer of securities under a dollar roll transaction files for bankruptcy or becomes insolvent, the Funds use of the proceeds from the sale of the securities may be restricted pending a determination by the other party, or its trustee or receiver, whether to enforce the Funds obligation to repurchase the securities. Dollar rolls may be considered borrowings by the Fund for the purposes of the 1940 Act and, therefore, may be included in the Funds calculation of its 33 1 ⁄ 3 limitation on borrowing. See the section entitled Borrowing above. At the time the Fund enters into a dollar roll transaction, a sufficient amount of assets held by the Fund will segregated to meet the forward commitment.
Unless the benefits of the sale exceed the income, capital appreciation or gains on the securities sold as part of the dollar roll, the investment performance of the Fund will be less than what the performance would have been without the use of dollar rolls. The benefits of dollar rolls may depend
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upon the Adviser or Sub-Advisers ability to predict mortgage repayments and interest rates. There is no assurance that dollar rolls can be successfully employed.
Standby Commitments . Certain Funds may acquire securities that are subject to standby commitments from banks or other municipal securities dealers.
Under a standby commitment, a bank or dealer would agree to purchase, at the Funds option, specified securities at a specified price. Standby commitments generally increase the cost of the acquisition of the underlying security, thereby reducing the yield. Standby commitments depend upon the issuers ability to fulfill its obligation upon demand. Although no definitive creditworthiness criteria are used for this purpose, Invesco reviews the creditworthiness of the banks and other municipal securities dealers from which the Funds obtain standby commitments in order to evaluate those risks.
The Fund may invest in derivatives. A derivative is a financial instrument whose value is dependent upon the value of other assets, rates or indices, referred to as underlying reference assets. These underlying reference assets may include commodities, stocks, bonds, interest rates, currency exchange rates or related indices. Derivatives include swaps, options, warrants, futures and forward foreign currency contracts. Some derivatives, such as futures and certain options, are traded on U.S. exchanges, while other derivatives are privately negotiated and entered into in the OTC market. In addition, the Dodd-Frank Wall Street Reform and Consumer and Protection Act of 2010 (the Dodd-Frank Act) and implementing rules will ultimately require many types of swaps to be traded on public facilities.
Derivatives may be used for hedging, which means that they may be used when the portfolio manager seeks to protect the Funds investments from a decline in value, which could result from changes in interest rates, market prices, currency fluctuations and other market factors. Derivatives may also be used when the portfolio manager seeks to increase liquidity, implement a tax or cash management strategy, invest in a particular stock, bond or segment of the market in a more efficient or less expensive way, modify the characteristics of the Funds portfolio investments, for example, duration, and/or to enhance return. However derivatives are used, their successful use is not assured and will depend upon, among other factors, the portfolio managers ability to predict and understand relevant market movements.
Because certain derivatives involve leverage, that is, the amount invested may be smaller than the full economic exposure of the derivative instrument and the Fund could lose more than it invested, federal securities laws, regulations and guidance may require the Fund to earmark assets to reduce the risks associated with derivatives or to otherwise hold instruments that offset the Funds current obligations under the derivatives instrument. This process is known as cover. The Fund will not enter into any derivative transaction unless it can comply with SEC guidance regarding cover, and, if SEC guidance so requires, the Fund will earmark cash or liquid assets with a value at least sufficient to cover its current obligations under a derivative transaction or otherwise cover the transaction in accordance with applicable SEC guidance. If a large portion of the Funds assets is used for cover, it could affect portfolio management or the Funds ability to meet redemption requests or other current obligations. The leverage involved in certain derivative transactions may result in the Funds net asset value being more sensitive to changes in the value of the related investment.
For swaps, forwards and futures that are contractually required to cash-settle, the Fund is permitted to set aside liquid assets in an amount equal to the Funds daily mark-to-market (net) obligations, if any (i.e., the Funds daily net liabilities, if any), rather than the notional value (See Swaps). The Fund may also segregate mark-to-market (net) obligations instead of notional value for certain other types of forward foreign currency contracts (see Forward Foreign Currency Contracts below). By setting aside assets equal to only its net obligations under cash-settled swaps, forward and futures contracts, the Fund will have the ability to employ leverage to a greater extent than if the Fund were required to segregate assets equal to the full notional value of such contracts. The Fund reserves the right to modify
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its asset segregation policies in the future to comply with any changes in the positions articulated from time to time by the SEC.
Regulation under the Commodity Exchange Act (CEA):
The Adviser is registered as a commodity pool operator (CPO) under the CEA and the rules of the CFTC and is subject to CFTC regulation with respect to the Fund. The CFTC has recently adopted rules regarding the disclosure, reporting and recordkeeping requirements that will apply with respect to the Fund as a result of Invescos registration as a CPO. Generally, these rules allow for substituted compliance with CFTC disclosure and shareholder reporting requirements, based on Invescos compliance with comparable SEC requirements. This means that for most of the CFTCs disclosure and shareholder reporting requirements applicable to Invesco as the Funds CPO, Invescos compliance with SEC disclosure and shareholder reporting requirements will be deemed to fulfill Invescos CFTC compliance obligations. However, as a result of CFTC regulation with respect to the Fund, the Fund may incur additional compliance and other expenses. The Adviser is also registered as a commodity trading advisor (CTA) but, with respect to the Fund, relies on an exemption from CTA regulation available for a CTA that also serves as a funds CPO. The CFTC has neither reviewed nor approved the Fund, its investment strategies, or this SAI.
General risks associated with derivatives:
The use by the Fund of derivatives may involve certain risks, as described below.
Counterparty Risk: The risk that the counterparty under a derivatives agreement will not live up to its obligations, including because of the counterpartys bankruptcy or insolvency. Certain agreements may not contemplate delivery of collateral to support fully a counterpartys contractual obligation; therefore, the Fund might need to rely on contractual remedies to satisfy the counterpartys full obligation. As with any contractual remedy, there is no guarantee that the Fund will be successful in pursuing such remedies, particularly in the event of the counterpartys bankruptcy. The agreement may allow for netting of the counterpartys obligations with respect to a specific transaction, in which case the Funds obligation or right will be the net amount owed to or by the counterparty. The Fund will not enter into a derivative transaction with any counterparty that Invesco and/or the Sub-Advisers believe does not have the financial resources to honor its obligations under the transaction. Invesco monitors the financial stability of counterparties. Where the obligations of the counterparty are guaranteed, Invesco monitors the financial stability of the guarantor instead of the counterparty. If a counterpartys creditworthiness declines, the value of the derivative would also likely decline, potentially resulting in losses to the Fund.
The Fund will not enter into a transaction with any single counterparty if the net amount owed or to be received under existing transactions under the agreements with that counterparty would exceed 5% of the Funds net assets determined on the date the transaction is entered into or as otherwise permitted by law.
Leverage Risk: Leverage exists when the Fund can lose more than it originally invests because it purchases or sells an instrument or enters into a transaction without investing an amount equal to the full economic exposure of the instrument or transaction. The Fund segregates or earmarks assets or otherwise covers transactions that may give rise to leverage. 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 derivatives may result in economic leverage, which does not result in the possibility of the Fund incurring obligations beyond its initial 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 or otherwise cover investments in derivatives with economic leverage.
Liquidity Risk: The risk that a particular derivative is difficult to sell or liquidate. If a derivative transaction is particularly large or if the relevant market is illiquid, it may not be possible to initiate a
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transaction or liquidate a position at an advantageous time or price, which may result in significant losses to the Fund.
Pricing Risk: The risk that the value of a particular derivative does not move in tandem or as otherwise expected relative to the corresponding underlying instruments.
Risks of Potential Increased Regulation of Derivatives : The regulation of derivatives is a rapidly changing area of law and is subject to modification by government and judicial action. In addition, the SEC, CFTC and the exchanges are authorized to take extraordinary actions in the event of a market emergency, including, for example, the implementation or reduction of speculative position limits, the implementation of higher margin requirements, the establishment of daily price limits and the suspension of trading.
It is not possible to predict fully the effects of current or future regulation. However, it is possible that developments in government regulation of various types of derivative instruments, such as speculative position limits on certain types of derivatives, or limits or restrictions on the counterparties with which the Fund engages in derivative transactions, may limit or prevent the Fund from using or limit the Funds use of these instruments effectively as a part of its investment strategy, and could adversely affect the Funds ability to achieve its investment objective. Invesco will continue to monitor developments in the area, particularly to the extent regulatory changes affect the Funds ability to enter into desired swap agreements. New requirements, even if not directly applicable to the Fund, may increase the cost of the Funds investments and cost of doing business.
Tax Risks: For a discussion of the tax considerations relating to derivative transactions, see Dividends, Distributions and Tax Matters Tax Matters Tax Treatment of Portfolio Transactions.
General risks of hedging strategies using derivatives:
The use by the Fund of hedging strategies involves special considerations and risks, as described below.
Successful use of hedging transactions depends upon Invescos and the Sub-Advisers ability to predict correctly the direction of changes in the value of the applicable markets and securities, contracts and/or currencies. While Invesco and the Sub-Advisers are experienced in the use of derivatives for hedging, there can be no assurance that any particular hedging strategy will succeed.
In a hedging transaction, there might be imperfect correlation, or even no correlation, between the price movements of an instrument used for hedging and the price movements of the investments being hedged. Such a lack of correlation might occur due to factors unrelated to the value of the investments being hedged, such as changing interest rates, market liquidity, and speculative or other pressures on the markets in which the hedging instrument is traded.
Hedging strategies, if successful, can reduce risk of loss by wholly or partially offsetting the negative effect of unfavorable price movements in the investments being hedged. However, hedging strategies can also reduce opportunity for gain by offsetting the positive effect of favorable price movements in the hedged investments. Investors should bear in mind that no Fund is obligated to actively engage in hedging. For example, the Fund may not have attempted to hedge its exposure to a particular foreign currency at a time when doing so might have avoided a loss.
Types of derivatives:
Swaps. The Fund may enter into swap agreements.
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Generally, swap agreements are contracts between the Fund and another party (the counterparty) involving the exchange of payments on specified terms over periods ranging from a few days to multiple years. A swap agreement may be negotiated bilaterally and traded OTC between the two parties (for an uncleared swap) or, in some instances, must be transacted through a futures commission merchant (FCM) and cleared through a clearinghouse that serves as a central counterparty (for a cleared swap). In a basic swap transaction, the Fund agrees with its counterparty to exchange the returns (or differentials in returns) earned or realized on a particular asset such as an equity or debt security, commodity, currency or interest rate, calculated with respect to a notional amount. The notional amount is the set amount selected by the parties to use as the basis on which to calculate the obligations that the parties to a swap agreement have agreed to exchange. The parties typically do not exchange the notional amount. Instead, they agree to exchange the returns that would be earned or realized if the notional amount were invested in given investments or at given interest rates. Examples of returns that may be exchanged in a swap agreement are those of a particular security, a particular fixed or variable interest rate, a particular foreign currency, or a basket of securities representing a particular index. Swap agreements can also be based on credit and other events. In some cases, such as cross currency swaps, the swap agreement may require delivery (exchange) of the entire notional value of one designated currency for another designated currency.
New swaps regulation . The Dodd-Frank Act and related regulatory developments have imposed comprehensive new regulatory requirements on swaps and swap market participants. The new regulatory framework includes: (1) registration and regulation of swap dealers and major swap participants; (2) requiring central clearing and execution of standardized swaps; (3) imposing margin requirements in swap transactions; (4) regulating and monitoring swap transactions through position limits and large trader reporting requirements; and (5) imposing record keeping and centralized and public reporting requirements, on an anonymous basis, for most swaps. The CFTC is responsible for the regulation of most swaps, and has completed most of its rules implementing the Dodd-Frank Act swap regulations. The SEC has jurisdiction over a small segment of the market referred to as security-based swaps, which includes swaps on single securities or credits, or narrow-based indices of securities or credits, but has not yet completed its rulemaking.
Uncleared swaps. In an uncleared swap, the swap counterparty is typically a brokerage firm, bank or other financial institution. In the event that one party to the swap transaction defaults, one of the parties may be required to make an early termination payment to the other. Although early termination payments are typically made by the defaulting party to the non-defaulting party, under certain circumstances (i.e., when the non-defaulting party is in-the-money) the non-defaulting party may be required to pay an early termination payment to the defaulting party. Early termination payments may be calculated in various ways, but generally represent the amount that the non-defaulting party would have to pay to replace the swap as of the date of default.
During the term of an uncleared swap, the Fund is usually required to pledge to the swap counterparty, from time to time, an amount of cash and/or other assets equal to the total net amount (if any) that would be payable by the Fund to the counterparty if the swap were terminated on the date in question, including any early termination payments. Periodically, changes in the amount pledged are made to recognize changes in value of the contract resulting from, among other things, interest on the notional value of the contract, market value changes in the underlying investment, and/or dividends paid by the issuer of the underlying instrument. Likewise, the counterparty may be required to pledge cash or other assets to cover its obligations to the Fund. However, the amount pledged may not always be equal to or more than the amount due to the other party. Therefore, if a counterparty defaults in its obligations to the Fund, the amount pledged by the counterparty and available to the Fund may not be sufficient to cover all the amounts due to the Fund and the Fund may sustain a loss.
Uncleared swaps are not traded on exchanges. As a result, swap participants may not be as protected as participants on organized exchanges. Performance of a swap agreement is the responsibility only of the swap counterparty and not of any exchange or clearinghouse.
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Cleared Swaps. Certain standardized swaps are subject to mandatory central clearing. Central clearing is intended to reduce counterparty credit risk and increase liquidity, but central clearing does not make swap transactions risk-free. The Dodd-Frank Act and related regulatory developments will ultimately require the clearing and exchange-trading of many swaps. Mandatory exchange-trading and clearing will occur on a phased-in basis based on the type of market participant and CFTC approval of contracts for central clearing. To date, the CFTC has designated only certain credit default swaps and certain interest rate swaps as subject to mandatory clearing, but it is expected that additional categories of swaps will in the future be designated as subject to mandatory clearing.
In a cleared swap, the Funds ultimate counterparty is a central clearinghouse rather than a brokerage firm, bank or other financial institution. The Fund initially will enter into cleared swaps through an executing broker. Such transactions will then be submitted for clearing and, if cleared, will be held at regulated FCMs that are members of the clearinghouse that serves as the central counterparty. Cleared swaps are submitted for clearing immediately following execution of the transaction.
When the Fund enters into a cleared swap, it must deliver to the central counterparty (via the FCM) an amount referred to as initial margin. Initial margin requirements are determined by the central counterparty, but an FCM may require additional initial margin above the amount required by the central counterparty. During the term of the swap agreement, a variation margin amount may also be required to be paid by the Fund or may be received by the Fund in accordance with margin controls set for such accounts, depending upon changes in the price of the underlying reference instrument subject to the swap agreement. At the conclusion of the term of the swap agreement, if the Fund has a loss equal to or greater than the margin amount, the margin amount is paid to the FCM along with any loss in excess of the margin amount. If the Fund has a loss of less than the margin amount, the excess margin is returned to the Fund. If the Fund has a gain, the full margin amount and the amount of the gain is paid to the Fund.
Central clearing is designed to reduce counterparty credit risk and increase liquidity compared to bilateral swaps because central clearing interposes the central clearinghouse as the counterparty to each participants swap, but it does not eliminate those risks completely. There is also a risk of loss by the Fund of the initial and variation margin deposits in the event of bankruptcy of the FCM with which the Fund has an open position in a swap contract. The assets of the Fund may not be fully protected in the event of the bankruptcy of the FCM or central counterparty because the Fund might be limited to recovering only a pro rata share of all available funds and margin segregated on behalf of an FCMs customers. If the FCM does not provide accurate reporting, the Fund is also subject to the risk that the FCM could use the Funds assets, which are held in an omnibus account with assets belonging to the FCMs other customers, to satisfy its own financial obligations or the payment obligations of another customer to the central counterparty.
With cleared swaps, the Fund may not be able to obtain as favorable terms as it would be able to negotiate for a bilateral, uncleared swap. In addition, an FCM may unilaterally amend the terms of its agreement with the Fund, which may include the imposition of position limits or additional margin requirements with respect to the Funds investment in certain types of swaps. Central counterparties and FCMs generally can require termination of existing cleared swap transactions at any time, and can also require increases in margin above the margin that is required at the initiation of the swap agreement. Additionally, depending on a number of factors, the margin required under the rules of the clearinghouse and FCM may be in excess of the collateral required to be posted by the Fund to support its obligations under a similar uncleared swap. However, regulators are expected to adopt rules imposing certain margin requirements, including minimums, on uncleared swaps in the near future, which could change this comparison.
Finally, the Fund is subject to the risk that, after entering into a cleared swap with an executing broker, no FCM or central counterparty is willing or able to clear the transaction. In such an event, the Fund may be required to break the trade and make an early termination payment to the executing broker.
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CFTC rules require the trading and execution of cleared swaps on public trading facilities, which will occur for each category of cleared swaps once one or more trading facilities become accredited and make such category of swaps available to trade. Moving trading to an exchange-type system may increase market transparency and liquidity but may require the Fund to incur increased expenses to access the same types of swaps that it has used in the past. In addition, clearance of swaps may not immediately produce the expected benefits and could, in fact, decrease liquidity until the market becomes comfortable with the clearing process.
Commonly used swap agreements include:
Credit Default Swaps (CDS): A CDS is an agreement between two parties where the first party agrees to make one or more payments to the second party, while the second party assumes the risk of certain defaults, generally a failure to pay or bankruptcy of the issuer on a referenced debt obligation. CDS transactions are typically individually negotiated and structured. The Fund may enter into CDS to create long or short exposure to domestic or foreign corporate debt securities or sovereign debt securities.
The Fund may buy a CDS (buy credit protection). In this transaction the Fund makes a stream of payments based on a fixed interest rate (the premium) over the life of the swap in exchange for a counterparty (the seller) taking on the risk of default of a referenced debt obligation (the Reference Obligation). If a credit event occurs for the Reference Obligation, the Fund would cease making premium payments and it would deliver defaulted bonds to the seller. In return, the seller would pay the notional value of the Reference Obligation to the Fund. Alternatively, the two counterparties may agree to cash settlement in which the seller delivers to the Fund (buyer) the difference between the market value and the notional value of the Reference Obligation. If no event of default occurs, the Fund pays the fixed premium to the seller for the life of the contract, and no other exchange occurs.
Alternatively, the Fund may sell a CDS (sell credit protection). In this transaction the Fund will receive premium payments from the buyer in exchange for taking the risk of default of the Reference Obligation. If a credit event occurs for the Reference Obligation , the buyer would cease to make premium payments to the Fund and deliver the Reference Obligation to the Fund. In return, the Fund would pay the notional value of the Reference Obligation to the buyer. Alternatively, the two counterparties may agree to cash settlement in which the Fund would pay the buyer the difference between the market value and the notional value of the Reference Obligation. If no event of default occurs, the Fund receives the premium payments over the life of the contract, and no other exchange occurs.
Credit Default Index Swaps (CDX). A CDX is a swap on an index of CDS. CDX allow an investor to manage credit risk or to take a position on a basket of credit entities (such as CDS or CMBS) in a more efficient manner than transacting in single name CDS. If a credit event occurs in one of the underlying companies, the protection is paid out via the delivery of the defaulted bond by the buyer of protection in return for payment of the notional value of the defaulted bond by the seller of protection or it may be settled through a cash settlement between the two parties. The underlying company is then removed from the index. New series of CDX are issued on a regular basis. A Commercial Mortgage-Backed Index (CMBX) is a type of CDX made up of 25 tranches of commercial mortgage-backed securities (See Debt Instruments Mortgage-Backed and Asset-Backed Securities) rather than CDS. Unlike other CDX contracts where credit events are intended to capture an event of default CMBX involves a pay-as-you-go (PAUG) settlement process designed to capture non-default events that affect the cash flow of the reference obligation. PAUG involves ongoing, two-way payments over the life of a contract between the buyer and the seller of protection and is designed to closely mirror the cash flow of a portfolio of cash commercial mortgage-backed securities.
Foreign Exchange Swaps : An agreement between two parties pursuant to which the parties exchange a U.S. dollar-denominated payment for a payment denominated in a different currency. Foreign exchange swaps were exempted from the definition of swaps by the U.S. Treasury and are therefore not subject to many rules under the CEA that apply to swaps, including the mandatory clearing
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requirement. They are also not considered commodity interests for purposes of CEA Exclusions and Regulation, discussed above. However, foreign exchange swaps nevertheless remain subject to the CFTCs trade reporting requirements, enhanced anti-evasion authority, and strengthened business conduct standards.
Currency Swaps: A currency swap is an agreement between two parties to exchange periodic cash flows on a notional amount of two or more currencies based on the relative value differential between them. Currency swaps typically involve the delivery of the entire notional values of the two designated currencies. In such a situation, the full notional value of a currency swap is subject to the risk that the other party to the swap will default on its contractual delivery obligations. The Fund may also enter into currency swaps on a net basis, which means the two different currency payment streams under the swap agreement are converted and netted out to a single cash payment in just one of the currencies.
Because currency control is of great importance to the issuing governments and influences economic planning and policy, purchases and sales of currency and related instruments can be negatively affected by government exchange controls, blockages, and manipulations or exchange restrictions imposed by governments. These actions could result in losses to the Fund if it is unable to deliver or receive a specified currency or funds in settlement of obligations, including swap transaction obligations. These actions could also have an adverse effect on the Funds swap transactions or cause the Funds hedging positions to be rendered useless, resulting in full currency exposure as well as incurring unnecessary transaction costs.
Interest Rate Swap: An agreement between two parties pursuant to which the parties exchange a floating rate payment for a fixed rate payment based on a specified principal or notional amount. In other words, Party A agrees to pay Party B a fixed interest rate multiplied by a notional amount and in return Party B agrees to pay Party A a variable interest rate multiplied by the same notional amount.
Inflation Swaps: Inflation swap agreements are contracts in which one party agrees to pay the cumulative percentage increase in a price index, such as the Consumer Price Index, over the term of the swap (with some lag on the referenced inflation index), and the other party pays a compounded fixed rate. Inflation swap agreements may be used to protect the net asset value of the Fund against an unexpected change in the rate of inflation measured by an inflation index. The value of inflation swap agreements is expected to change in response to changes in real interest rates. Real interest rates are tied to the relationship between nominal interest rates and the rate of inflation.
Commodity Swaps . A commodity swap agreement is a contract in which one party agrees to make periodic payments to another party based on the change in market value of a commodity-based underlying instrument (such as a specific commodity or commodity index) in return for periodic payments based on a fixed or variable interest rate or the total return from another commodity-based underlying instrument. In a total return commodity swap, a Fund receives the price appreciation of a commodity index, a portion of a commodity index or a single commodity in exchange for paying an agreed-upon fee.
Total Return Swaps : An agreement in which one party makes payments based on a set rate, either fixed or variable, while the other party makes payments based on the return of an underlying asset, which includes both the income it generates and any capital gains.
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Volatility and Variance Swaps: A volatility swap involves an exchange between the Fund and a counterparty of periodic payments based on the measured volatility of an underlying security, currency, commodity, interest rate, index or other reference asset over a specified time frame. Depending on the structure of the swap, either the Funds or the counterpartys payment obligation will typically be based on the realized volatility of the reference asset as measured by changes in its price or level over a specified time period while the other partys payment obligation will be based on a specified rate representing expected volatility for the reference asset at the time the swap is executed, or the measured volatility of a different reference asset over a specified time period. The Fund will typically make or lose money on a volatility swap depending on the magnitude of the reference assets volatility, or size of the movements in its price, over a specified time period, rather than general increases or decreases in the price of the reference asset. Volatility swaps are often used to speculate on future volatility levels, to trade the spread between realized and expected volatility, or to decrease the volatility exposure of other investments held by the Fund. Variance swaps are similar to volatility swaps except payments are based on the difference between the implied and measured volatility mathematically squared.
Options . The Fund may engage in certain strategies involving options to attempt to manage the risk of its investments and in certain circumstances, for investment (e.g., as a substitute for investing in securities), to speculate on future volatility levels or to decrease the volatility exposure of other investments held by the Fund. An option is a contract that gives the purchaser of the option, in return for the premium paid, the right, but not the obligation, to buy from (in the case of a call) or sell to (in the case of a put) the writer of the option at the exercise price during the term of the option (for American style options or on a specified date for European style options), the security, currency or other instrument underlying the option (or in the case of an index option the cash value of the index). An option on a CDS or a futures contract (described below) gives the purchaser the right, but not the obligation, to enter into a CDS or assume a position in a futures contract.
Option transactions present the possibility of large amounts of exposure (or leverage), which may result in the Funds net asset value being more sensitive to changes in the value of the option. The value of an option position will reflect, among other things, the current market value of the underlying investment, the time remaining until expiration, the relationship of the exercise price to the market price of the underlying investment, the price volatility of the underlying investment and general market and interest rate conditions.
The Fund may effectively terminate its right or obligation under an option by entering into an offsetting closing transaction. For example, the Fund may terminate its obligation under a call or put option that it had written by purchasing an identical call or put option, which is known as a closing purchase transaction. Conversely, the Fund may terminate a position in a put or call option it had purchased by writing an identical put or call option, which is known as a closing sale transaction. Closing transactions permit the Fund to realize profits or limit losses on an option position prior to its exercise or expiration.
Options may be either listed on an exchange or traded in OTC markets. Listed options are tri-party contracts (i.e., performance of the obligations of the purchaser and seller are guaranteed by the exchange or clearing corporation) and have standardized strike prices and expiration dates. OTC options are two-party contracts with negotiated strike prices and expiration dates and differ from exchange-traded options in that OTC options are transacted with dealers directly and not through a clearing corporation (which guarantees performance). In the case of OTC options, there can be no assurance that a liquid secondary market will exist for any particular option at any specific time; therefore the Fund may be required to treat some or all OTC options as illiquid securities. Although the Fund will enter into OTC options only with dealers that are expected to be capable of entering into closing transactions with it, there is no assurance that the Fund will in fact be able to close out an OTC option position at a favorable price prior to exercise or expiration. In the event of insolvency of the dealer, the Fund might be unable to close out an OTC option position at any time prior to its expiration.
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Types of Options:
Put Options on Securities: A put option gives the purchaser the right to sell, to the writer, the underlying security, contract or foreign currency at the stated exercise price at any time prior to the expiration date of the option for American style options or on a specified date for European style options, regardless of the market price or exchange rate of the security, contract or foreign currency, as the case may be, at the time of exercise. If the purchaser exercises the put option, the writer of a put option is obligated to buy the underlying security, contract or foreign currency for the exercise price .
Call Options on Securities: A call option gives the purchaser the right to buy, from the writer, the underlying security, contract or foreign currency at the stated exercise price at any time prior to the expiration of the option (for American style options) or on a specified date (for European style options), regardless of the market price or exchange rate of the security, contract or foreign currency, as the case may be, at the time of exercise. If the purchaser exercises the call option, the writer of a call option is obligated to sell to and deliver the underlying security, contract or foreign currency to the purchaser of the call option for the exercise price .
Index Options: Index options (or options on securities indices) give the holder the right to receive, upon exercise, cash instead of securities, if the closing level of the securities index upon which the option is based is greater than, in the case of a call, or less than, in the case of a put, the exercise price of the option. The amount of cash is equal to the difference between the closing price of the index and the exercise price of the call or put times a specified multiple (the multiplier), which determines the total dollar value for each point of such difference.
The risks of investment in index options may be greater than options on securities. Because index options are settled in cash, when the Fund writes a call on an index it cannot provide in advance for its potential settlement obligations by acquiring and holding the underlying securities. The Fund can offset some of the risk of writing a call index option by holding a diversified portfolio of securities similar to those on which the underlying index is based. However, the Fund cannot, as a practical matter, acquire and hold a portfolio containing exactly the same securities that underlie the index and, as a result, bears the risk that the value of the securities held will not be perfectly correlated with the value of the index.
CDS Options: A CDS option transaction gives the buyer the right, but not the obligation, to enter into a CDS at specified future dates and under specified terms in exchange for paying a market based, purchase price or premium. The writer of the option bears the risk of any unfavorable move in the value of the CDS relative to the market value on the exercise date, while the purchaser may allow the option to expire unexercised.
Swaptions . An option on a swap agreement, also called a swaption, is an option that gives the buyer the right, but not the obligation, to enter into a swap on a future date in exchange for paying a market-based premium. A receiver swaption gives the owner the right to receive the total return of a specified asset, reference rate or index. Swaptions also include options that allow an existing swap to be terminated or extended by one of the counterparties.
Swaptions are considered to be swaps for purposes of CFTC regulation. Although they are currently traded OTC, the CFTC may in the future designate certain options on swaps as subject to mandatory clearing.
Option Techniques
Writing Options . The Fund may write options to generate additional income and to seek to hedge its portfolio against market or exchange rate movements. As the writer of an option, the Fund may have no control over when the underlying instruments must be sold (in the case of a call option) or purchased (in the case of a put option) because the option purchaser may notify the Fund of exercise at any time prior to the expiration of the option (for American style options). In general, options are rarely exercised
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prior to expiration. Whether or not an option expires unexercised, the writer retains the amount of the premium.
The Fund would write a put option at an exercise price that, reduced by the premium received on the option, reflects the price it is willing to pay for the underlying security, contract or currency. In return for the premium received for writing a put option, the Fund assumes the risk that the price of the underlying security, contract, or foreign currency will decline below the exercise price, in which case the put would be exercised and the Fund would suffer a loss.
In return for the premium received for writing a call option on a security the Fund holds, the Fund foregoes the opportunity for profit from a price increase in the underlying security, contract, or foreign currency above the exercise price so long as the option remains open, but retains the risk of loss should the price of the security, contract, or foreign currency decline.
If an option that the Fund has written expires, the Fund will realize a gain in the amount of the premium; however, such gain may be offset by a decline in the market value of the underlying security, contract or currency, held by the Fund during the option period. If a call option is exercised, the Fund will realize a gain or loss from the sale of the underlying security, contract or currency, which will be increased or offset by the premium received. The obligation imposed upon the writer of an option is terminated upon the expiration of the option, or such earlier time at which the Fund effects a closing purchase transaction by purchasing an option (put or call as the case may be) identical to that previously sold.
Purchasing Options . The Fund may purchase a put option on an underlying security, contract or currency owned by the Fund in order to protect against an anticipated decline in the value of the security, contract or currency held by the Fund; purchase put options on underlying securities, contracts, currencies against which it has written other put options; or speculative on the value of a security, currency, contract, index or quantitative measure. The premium paid for the put option and any transaction costs would reduce any profit realized when the security, contract or currency is delivered upon the exercise of the put option. Conversely, if the underlying security, contract or currency does not decline in value, the option may expire worthless and the premium paid for the protective put would be lost.
The Fund may purchase a call option for the purpose of acquiring the underlying security, contract or currency for its portfolio, or on underlying securities, contracts or currencies against which it has written other call options. The Fund is not required to own the underlying security in order to purchase a call option. If the Fund does not own the underlying position, the purchase of a call option would enable the Fund to acquire the security, contract or currency at the exercise price of the call option plus the premium paid. So long as it holds a call option, rather than the underlying security, contract or currency itself, the Fund is partially protected from any unexpected increase in the market price of the underlying security, contract or currency. If the market price does not exceed the exercise price, the Fund could purchase the security on the open market and could allow the call option to expire, incurring a loss only to the extent of the premium paid for the option.
Straddles/Spreads/Collars. The Fund may for hedging purposes or for speculative purposes enter into straddles (combinations of put and call options on the same underlying security, index or quantitative measure) to adjust the risk and return characteristics of the Funds overall position. A possible combined position would involve writing a covered call option at one strike price and buying a call option at a lower price, in order to reduce the risk of the written covered call option in the event of a substantial price increase. Because combined options positions involve multiple trades, they result in higher transaction costs and may be more difficult to open and close out.
Spread and straddle options transactions. In spread transactions, the Fund buys and writes a put or buys and writes a call on the same underlying instrument with the options having different exercise prices, expiration dates, or both. In straddles, the Fund purchases a put option and a call option or writes a put option and a call option on the same instrument with the same expiration date and typically the same exercise price. When the Fund engages in spread and straddle transactions, it seeks to profit
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from differences in the option premiums paid and received and in the market prices of the related options positions when they are closed out or sold. Because these transactions require the Fund to buy and/or write more than one option simultaneously, the Funds ability to enter into such transactions and to liquidate its positions when necessary or deemed advisable may be more limited than if the Fund were to buy or sell a single option. Similarly, costs incurred by the Fund in connection with these transactions will in many cases be greater than if the Fund were to buy or sell a single option.
Option Collars. The Fund also may use option collars. A collar position combines a put option purchased by the Fund (the right of the Fund to sell a specific security within a specified period) with a call option that is written by the Fund (the right of the counterparty to buy the same security) in a single instrument. The Funds right to sell the security is typically set at a price that is below the counterpartys right to buy the security. Thus, the combined position collars the performance of the underlying security, providing protection from depreciation below the price specified in the put option, and allowing for participation in any appreciation up to the price specified by the call option.
Warrants. The Fund may purchase warrants.
A warrant gives the holder the right to purchase securities from the issuer at a specific price within a certain time frame and is similar to a call option. The main difference between warrants and call options is that warrants are issued by the company that will issue the underlying security, whereas options are not issued by the company. Young, unseasoned companies often issue warrants to finance their operations.
Rights. Rights are equity securities representing a preemptive right of stockholders to purchase additional shares of a stock at the time of a new issuance, before the stock is offered to the general public. A stockholder who purchases rights may be able to retain the same ownership percentage after the new stock offering. A right usually enables the stockholder to purchase common stock at a price below the initial offering price. A fund that purchases a right takes the risk that the right might expire worthless because the market value of the common stock falls below the price fixed by the right.
Futures Contracts. The Fund may enter into futures contracts.
A futures contract is a two-party agreement to buy or sell a specified amount of a specified security, currency or commodity (or delivery of a cash settlement price, in the case of certain futures such as an index future, Eurodollar Future or volatility future) for a specified price at a designated date, time and place (collectively, futures contracts). A sale of a futures contract means the acquisition of a contractual obligation to deliver the underlying instrument or asset called for by the contract at a specified price on a specified date. A purchase of a futures contract means the acquisition of a contractual obligation to acquire the underlying instrument or asset called for by the contract at a specified price on a specified date.
The Fund will only enter into futures contracts that are traded (either domestically or internationally) on futures exchanges and are standardized as to maturity date and underlying financial instrument. Futures exchanges and trading thereon in the United States are regulated under the CEA and by the CFTC. Foreign futures exchanges and trading thereon are not regulated by the CFTC and are not subject to the same regulatory controls. In addition, futures contracts that are traded on non-U.S. exchanges may not be as liquid as those purchased on CFTC-designated contract markets. For a further discussion of the risks associated with investments in foreign securities, see Foreign Investments above.
Brokerage fees are incurred when a futures contract is bought or sold, and margin deposits must be maintained at all times when a futures contract is outstanding. Margin for a futures contract is the amount of funds that must be deposited by the Fund in order to initiate futures contracts trading and maintain its open positions in futures contracts. A margin deposit made when the futures contract is entered (initial margin) is intended to ensure the Funds performance under the futures contract. The
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margin required for a particular futures contract is set by the exchange on which the futures contract is traded and may be significantly modified from time to time by the exchange during the term of the futures contract.
Subsequent payments, called variation margin, received from or paid to the FCM through which the Fund enters into the futures contract will be made on a daily basis as the futures price fluctuates making the futures contract more or less valuable, a process known as marking-to-market. When the futures contract is closed out, if the Fund has a loss equal to or greater than the margin amount, the margin amount is paid to the FCM along with any loss in excess of the margin amount. If the Fund has a loss of less than the margin amount, the excess margin is returned to the Fund. If the Fund has a gain, the full margin amount and the amount of the gain are paid to the Fund.
There is a risk of loss by the Fund of the initial and variation margin deposits in the event of bankruptcy of the FCM with which the Fund has an open position in a futures contract. The assets of the Fund may not be fully protected in the event of the bankruptcy of the FCM or central counterparty because the Fund might be limited to recovering only a pro rata share of all available funds and margin segregated on behalf of an FCMs customers. If the FCM does not provide accurate reporting, the Fund is also subject to the risk that the FCM could use the Funds assets, which are held in an omnibus account with assets belonging to the FCMs other customers, to satisfy its own financial obligations or the payment obligations of another customer to the central counterparty.
Closing out an open futures contract is affected by entering into an offsetting futures contract for the same aggregate amount of the identical financial instrument or currency and the same delivery date. There can be no assurance, however, that the Fund will be able to enter into an offsetting transaction with respect to a particular futures contract at a particular time. If the Fund is not able to enter into an offsetting transaction, it will continue to be required to maintain the margin deposits on the futures contract.
In addition, if the Fund were unable to liquidate a futures contract or an option on a futures contract position due to the absence of a liquid secondary market or the imposition of price limits, it could incur substantial losses. The Fund would continue to be subject to market risk with respect to the position. In addition, except in the case of purchased options, the Fund would continue to be required to make daily variation margin payments.
Types of futures contracts:
Commodity Futures. A commodity futures contract is an exchange-traded contract to buy or sell a particular commodity at a specified price at some time in the future. Commodity futures contracts are highly volatile; therefore, the prices of fund shares may be subject to greater volatility to the extent it invests in commodity futures.
Currency Futures. A currency futures contract is a standardized, exchange-traded contract to buy or sell a particular currency at a specified price at a future date (commonly three months or more). Currency futures contracts may be highly volatile and thus result in substantial gains or losses to the Fund.
The Fund may either exchange the currencies specified at the maturity of a currency futures contract or, prior to maturity, enter into a closing transaction involving the purchase or sale of an offsetting contract. The Fund may also enter into currency futures contracts that do not provide for physical settlement of the two currencies but instead are settled by a single cash payment calculated as the difference between the agreed upon exchange rate and the spot rate at settlement based upon an agreed upon notional amount. Closing transactions with respect to currency futures contracts are usually effected with the counterparty to the original currency futures contract.
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Index Futures. A stock index futures contract is an exchange-traded contract that provides for the delivery, at a designated date, time and place, of an amount of cash equal to a specified dollar amount times the difference between the stock index value at the close of trading on the date specified in the contract and the price agreed upon in the futures contract; no physical delivery of stocks comprising the index is made.
Interest Rate Futures. An interest-rate futures contract is an exchange-traded contact in which the specified underlying security is either an interest-bearing fixed-income security or an inter-bank deposit. Two examples of common interest rate futures contracts are U.S. Treasury futures and Eurodollar futures contracts. The specified security for U.S. Treasury futures is a U.S. Treasury security. The specified security for Eurodollar futures is the London Interbank Offered Rate (Libor) which is a daily reference rate based on the interest rates at which banks offer to lend unsecured funds to other banks in the London wholesale money market.
Dividend Futures . A dividend futures contract is an exchange-traded contract to purchase or sell an amount equal to the total dividends paid by a selected security, basket of securities or index, over a period of time for a specified price that is based on the expected dividend payments from the selected security, basket of securities or index.
Security Futures. A security futures contract is an exchange-traded contract to purchase or sell, in the future, a specified quantity of a security (other than a Treasury security, or a narrow-based securities index) at a certain price.
Options on Futures Contracts. Options on futures contracts are similar to options on securities or currencies except that options on futures contracts give the purchaser the right, in return for the premium paid, to assume a position in a futures contract (a long position if the option is a call and a short position if the option is a put) at a specified exercise price at any time during the period of the option. Upon exercise of the option, the delivery of the futures contract position by the writer of the option to the holder of the option will be accompanied by delivery of the accumulated balance in the writers futures contract margin account. The Fund currently may not invest in any security (including futures contracts or options thereon) that is secured by physical commodities.
Pursuant to federal securities laws and regulations, the Funds use of futures contracts and options on futures contracts may require the Fund to set aside assets to reduce the risks associated with using futures contracts and options on futures contracts. This process is described in more detail above in the section Derivatives.
Forward Foreign Currency Contracts. The Fund may enter into forward foreign currency transactions to hedge against adverse movements in the foreign currencies in which portfolio securities are denominated.
A forward foreign currency contract is an obligation to buy or sell a particular currency at a specified price at a future date. Forward foreign currency contracts are typically individually negotiated and privately traded by currency traders and their customers in the interbank market. The Fund may enter into forward foreign currency contracts with respect to a specific purchase or sale of a security, or with respect to its portfolio positions generally.
At the maturity of a forward foreign currency contract, the Fund may either exchange the currencies specified at the maturity of the contract or, prior to maturity, enter into a closing transaction involving the purchase or sale of an offsetting contract. Closing transactions with respect to forward foreign currency contracts are usually effected with the counterparty to the original forward contract. The Fund may also enter into forward foreign currency contracts that do not provide for physical settlement of
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the two currencies but instead are settled by a single cash payment calculated as the difference between the agreed upon exchange rate and the spot rate at settlement based upon an agreed upon notional amount (non-deliverable forwards).
The Fund will comply with guidelines established by the SEC with respect to cover requirements of forward foreign currency contracts (See Derivatives above). Generally, with respect to forward foreign currency contracts that are not contractually required to cash-settle (i.e., are deliverable), the Fund covers its open positions by setting aside liquid assets equal to the contracts full notional value. With respect to forward foreign currency contracts that are contractually required to cash-settle (i.e., a non-deliverable forward (NDF) or the synthetic equivalent thereof), however, the Fund sets aside liquid assets in an amount equal to the Funds daily mark-to-market obligation (i.e., the Funds daily net liability, if any), rather than the contracts full notional value. By setting aside assets equal to its net obligations under forward contracts that are cash-settled or treated as being cash-settled, The Fund will have the ability to employ leverage to a greater extent than if the Fund were required to segregate assets equal to the full notional value of such contracts. Segregated assets cannot be sold or transferred unless equivalent assets are substituted in their place or it is no longer necessary to segregate them. As a result, there is a possibility that segregation of a large percentage of the Funds assets could impede portfolio management or the Funds ability to meet redemption requests or other current obligations.
Under definitions adopted by the CFTC and SEC, non-deliverable forwards are considered swaps, and therefore are included in the definition of commodity interests. Although non-deliverable forwards have historically been traded in the OTC market, as swaps they may in the future be required to be centrally cleared and traded on public facilities. For more information on central clearing and trading of cleared swaps, see Swaps and Risks of Potential Increased Regulation of Derivatives. Forward foreign currency contracts that qualify as deliverable forwards are not regulated as swaps for most purposes, and are not included in the definition of commodity interests. However these forwards are subject to some requirements applicable to swaps, including reporting to swap data repositories, documentation requirements, and business conduct rules applicable to swap dealers. CFTC regulation of forward foreign currency contracts, especially non-deliverable forwards, may restrict the Funds ability to use these instruments in the manner described above or subject Invesco to CFTC registration and regulation as a CPO.
The cost to the Fund of engaging in forward foreign currency contracts varies with factors such as the currencies involved, the length of the contract period, interest rate differentials and the prevailing market conditions. Because forward foreign currency contracts are usually entered into on a principal basis, no fees or commissions are typically involved. The use of forward foreign currency contracts does not eliminate fluctuations in the prices of the underlying securities the Fund owns or intends to acquire, but it does establish a rate of exchange in advance. While forward foreign currency contract sales limit the risk of loss due to a decline in the value of the hedged currencies, they also limit any potential gain that might result should the value of the currencies increase.
Fundamental Restrictions. Except as otherwise noted below, the Fund is subject to the following investment restrictions, which may be changed only by a vote of the Funds outstanding shares. Fundamental restrictions may be changed only by a vote of the lesser of (i) 67% or more of the Funds shares present at a meeting if the holders of more than 50% of the outstanding shares are present in person or represented by proxy, or (ii) more than 50% of the Funds outstanding shares. Any investment restriction, except for the restriction related to borrowing, that involves a maximum or minimum percentage of securities or assets (other than with respect to borrowing) shall not be considered to be violated unless an excess over or a deficiency under the percentage occurs immediately after, and is caused by, an acquisition or disposition of securities or utilization of assets by the Fund.
(1) The Fund is a non-diversified company as defined in the 1940 Act.
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(2) The Fund may not borrow money or issue senior securities, except as permitted by the 1940 Act, and the rules and regulations promulgated thereunder, as such statute, rules and regulations are amended from time to time or are interpreted from time to time by the SEC staff (collectively, the 1940 Act Laws and Interpretations) or except to the extent that the Fund may be permitted to do so by exemptive order or similar relief (collectively, with the 1940 Act Laws and Interpretations, the 1940 Act Laws, Interpretations and Exemptions).
(3) The Fund may not underwrite the securities of other issuers. This restriction does not prevent the Fund from engaging in transactions involving the acquisition, disposition or resale of its portfolio securities, regardless of whether the Fund may be considered to be an underwriter under the 1933 Act.
(4) The Fund will not make investments that will result in the concentration (as that term may be defined or interpreted by the 1940 Act Laws, Interpretations and Exemptions) of its investments in the securities of issuers primarily engaged in the same industry. This restriction does not limit the Funds investments in (i) obligations issued or guaranteed by the U.S. Government, its agencies or instrumentalities, or (ii) tax-exempt obligations issued by governments or political subdivisions of governments. In complying with this restriction, the Fund will not consider a bank-issued guaranty or financial guaranty insurance as a separate security.
(5) The Fund may not purchase real estate or sell real estate unless acquired as a result of ownership of securities or other instruments. This restriction does not prevent the Fund from investing in issuers that invest, deal, or otherwise engage in transactions in real estate or interests therein, or investing in securities that are secured by real estate or interests therein.
(6) The Fund may not purchase physical commodities or sell physical commodities unless acquired as a result of ownership of securities or other instruments. This restriction does not prevent the Fund from engaging in transactions involving derivative instruments, including but not limited to forwards, swaps and futures contracts and options thereon, the underlying reference assets of which are physical commodities or investing in securities or other instruments that are secured by, or the returns of which are linked to, physical commodities.
(7) The Fund may not make personal loans or loans of its assets to persons who control or are under common control with the Fund, except to the extent permitted by 1940 Act Laws, Interpretations and Exemptions. This restriction does not prevent the Fund from, among other things, purchasing debt obligations, entering into repurchase agreements, loaning its assets to broker-dealers or institutional investors, or investing in loans, including assignments and participation interests.
(8) The Fund may, notwithstanding any other fundamental investment policy or limitation, invest all of its assets in the securities of a single open-end management investment company with substantially the same fundamental investment objectives, policies and restrictions as the Fund.
The investment restrictions set forth above provide the Fund with the ability to operate under new interpretations of the 1940 Act or pursuant to exemptive relief from the SEC without receiving prior shareholder approval of the change. Even though the Fund has this flexibility, the Board has adopted non-fundamental restrictions for the Fund relating to certain of these restrictions which Invesco and, when applicable, the Sub-Advisers must follow in managing the Fund. Any changes to these non-fundamental restrictions, which are set forth below, require the approval of the Board.
Non-Fundamental Restrictions. Non-fundamental restrictions may be changed for the Fund without shareholder approval.
(1) In complying with the fundamental restriction regarding borrowing money and issuing senior securities, the Fund may borrow money in an amount not exceeding 33 1/3% of its total assets (including the amount borrowed) less liabilities (other than borrowings).
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(2) In complying with the fundamental restriction regarding industry concentration, the Fund may invest up to 25% of its total assets in the securities of issuers whose principal business activities are in the same industry.
(3) Notwithstanding the fundamental restriction with regard to engaging in transactions involving futures contracts and options thereon or investing in securities that are secured by physical commodities, the Fund currently may not invest in any security (including futures contracts or options thereon) that is secured by physical commodities.
The Fund does not consider currencies or other financial commodities or contracts and financial instruments to be physical commodities (which include, for example, oil, precious metals and grains). Accordingly, the Fund will interpret the fundamental restriction and the related non-fundamental restriction to permit the Fund, subject to the Funds investment objectives and general investment policies (as stated in the Funds prospectuses and herein), to invest directly in foreign currencies and other financial commodities and to purchase, sell or enter into commodity futures contracts and options thereon, foreign currency forward contracts, foreign currency options, currency, commodity and financial instrument-related swap agreements, hybrid instruments, interest rate or securities-related or foreign currency-related hedging instruments or other currency-, commodity- or financial instrument-related derivatives, subject to compliance with any applicable provisions of the federal securities or commodities laws. The Fund will interpret the fundamental restriction regarding the purchase and sale of physical commodities and the related non-fundamental restriction to permit the Fund to invest in ETFs, registered investment companies and other pooled investment vehicles that invest in physical and/or financial commodities, subject to the limits described in the Funds prospectuses and herein.
(4) In complying with the fundamental restriction with regard to making loans, the Fund may lend up to 33 1/3% of its total assets and may lend money to an Invesco Fund, on such terms and conditions as the SEC may require in an exemptive order.
(5) Notwithstanding the fundamental restriction with regard to investing all assets in an open-end fund, the Fund may not invest all of its assets in the securities of a single open-end management investment company with the same fundamental investment objectives, policies and restrictions as the Fund.
(6) The following applies: (1) The Fund invests, under normal circumstances, at least 80% of its assets in debt securities.
For purposes of the foregoing, assets means net assets, plus the amount of any borrowings for investment purposes. Derivatives and other instruments that have economic characteristics similar to the securities described above for the Fund may be counted toward the Funds 80% policy. The Fund will provide written notice to its shareholders prior to any change to this policy, as required by the 1940 Act Laws, Interpretations and Exemptions.
Variations in turnover rate may be due to a fluctuating volume of shareholder purchase and redemption orders, market conditions and/or changes in Invescos investment outlook. As of the date of this SAI, the Fund has no portfolio turnover.
Policies and Procedures for Disclosure of Fund Holdings
The Board has adopted policies and procedures with respect to the disclosure of the Funds portfolio holdings (the Holdings Disclosure Policy). Invesco and the Board may amend the Holdings Disclosure Policy at any time without prior notice. Details of the Holdings Disclosure Policy and a
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description of the basis on which employees of Invesco and its affiliates may release information about portfolio securities in certain contexts are provided below.
Public release of portfolio holdings. The Fund discloses the following portfolio holdings information on http:// www.invesco.com /us 1 :
Information |
Approximate Date of Web site Posting |
Information Remains Posted on Web site |
||
Top ten holdings as of month- end | 15 days after month-end | Until replaced with the following months top ten holdings | ||
Select holdings included in the Funds Quarterly Performance Update | 29 days after calendar quarter-end | Until replaced with the following quarters Quarterly Performance Update | ||
Complete portfolio holdings as of calendar quarter-end | 30 days after calendar quarter-end | For one year | ||
Complete portfolio holdings as of fiscal quarter-end | 60-70 days after fiscal quarter-end | For one year |
These holdings are listed along with the percentage of the Funds net assets they represent. Generally, employees of Invesco and its affiliates may not disclose such portfolio holdings until one day after they have been posted on http:// www.invesco.com/us . You may also obtain the publicly available portfolio holdings information described above by contacting us at 1-800-959-4246.
Selective disclosure of portfolio holdings pursuant to non-disclosure agreement. Employees of Invesco and its affiliates may disclose non-public full portfolio holdings on a selective basis only if Invescos U.S. Executive Management Committee (EMC) approves the parties to whom disclosure of non-public full portfolio holdings will be made. The EMC must determine that the proposed selective disclosure will be made for legitimate business purposes of the applicable Fund and is in the best interest of the applicable Funds shareholders. In making such determination, the EMC will address any perceived conflicts of interest between shareholders of such Fund and Invesco or its affiliates as part of granting its approval.
The Board exercises continuing oversight of the disclosure of Fund portfolio holdings by (1) overseeing the implementation and enforcement of the Holdings Disclosure Policy and the Invesco Funds Code of Ethics by the Chief Compliance Officer (or his designee) of Invesco and the Invesco Funds and (2) considering reports and recommendations by the Chief Compliance Officer concerning any material compliance matters (as defined in Rule 38a-1 under the 1940 Act and Rule 206(4)-7 under the Investment Advisers Act of 1940, as amended) that may arise in connection with the Holdings Disclosure Policy. Pursuant to the Holdings Disclosure Policy, the Board reviews the types of situations in which Invesco provides selective disclosure and approves situations involving perceived conflicts of interest between shareholders of the applicable Fund and Invesco or its affiliates brought to the Boards attention by Invesco.
Invesco discloses non-public full portfolio holdings information to the following persons in connection with the day-to-day operations and management of the Invesco Funds:
| Attorneys and accountants; |
| Securities lending agents; |
1 | To locate the Funds portfolio holdings information on www.invesco.com/us, click on the Products and Performance tab, then click on the Mutual Funds link. Under Quick Links click on Prices and performance then click on the Fund Materials tab. A link to the Funds portfolio holdings is located under the Holdings column. |
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| Lenders to the Invesco Funds; |
| Rating and rankings agencies; |
| Persons assisting in the voting of proxies; |
| Invesco Funds custodians; |
| The Invesco Funds transfer agent(s) (in the event of a redemption in kind); |
| Pricing services, market makers, or other persons who provide systems or software support in connection with Invesco Funds operations (to determine the price of securities held by an Invesco Fund); |
| Financial printers; |
| Brokers identified by the Invesco Funds portfolio management team who provide execution and research services to the team; and |
| Analysts hired to perform research and analysis to the Invesco Funds portfolio management team. |
In many cases, Invesco will disclose current portfolio holdings on a daily basis to these persons. In these situations, Invesco has entered into non-disclosure agreements which provide that the recipient of the portfolio holdings will maintain the confidentiality of such portfolio holdings and will not trade on such information (Non-disclosure Agreements). Please refer to Appendix B for a list of examples of persons to whom Invesco provides non-public portfolio holdings on an ongoing basis.
Invesco will also disclose non-public portfolio holdings information if such disclosure is required by applicable laws, rules or regulations, or by regulatory authorities having jurisdiction over Invesco and its affiliates or the Funds.
The Holdings Disclosure Policy provides that Invesco will not request, receive or accept any compensation (including compensation in the form of the maintenance of assets in any Fund or other mutual fund or account managed by Invesco or one of its affiliates) for the selective disclosure of portfolio holdings information.
Disclosure of certain portfolio holdings and related information without non-disclosure agreement. Invesco and its affiliates that provide services to the Fund, the Sub-Advisers and each of their employees may receive or have access to portfolio holdings as part of the day to day operations of the Fund.
From time to time, employees of Invesco and its affiliates may express their views orally or in writing on one or more of the Funds portfolio securities or may state that the Fund has recently purchased or sold, or continues to own, one or more securities. The securities subject to these views and statements may be ones that were purchased or sold since the Funds most recent quarter-end and therefore may not be reflected on the list of the Funds most recent quarter-end portfolio holdings disclosed on the Web site. Such views and statements may be made to various persons, including members of the press, brokers and other financial intermediaries that sell shares of the Fund, shareholders in the applicable Fund, persons considering investing in the applicable Fund or representatives of such shareholders or potential shareholders, such as fiduciaries of a 401(k) plan or a trust and their advisers, and other entities for which Invesco or its affiliates provides or may provide investment advisory services. The nature and content of the views and statements provided to each of these persons may differ.
From time to time, employees of Invesco and its affiliates also may provide oral or written information (portfolio commentary) about the Fund, including, but not limited to, how the Funds investments are divided among various sectors, industries, countries, investment styles and capitalization sizes, and among stocks, bonds, currencies and cash, security types, bond maturities, bond coupons and bond credit quality ratings. This portfolio commentary may also include information on how these various weightings and factors contributed to Fund performance. Invesco may also provide oral or written information (statistical information) about various financial characteristics of the Fund or its underlying portfolio securities including, but not limited to, alpha, beta, R-squared, coefficient of determination,
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duration, maturity, information ratio, sharpe ratio, earnings growth, payout ratio, price/book value, projected earnings growth, return on equity, standard deviation, tracking error, weighted average quality, market capitalization, percent debt to equity, price to cash flow, dividend yield or growth, default rate, portfolio turnover, and risk and style characteristics. This portfolio commentary and statistical information about the Fund may be based on the Funds portfolio as of the most recent quarter-end or the end of some other interim period, such as month-end. The portfolio commentary and statistical information may be provided to various persons, including those described in the preceding paragraph. The nature and content of the information provided to each of these persons may differ.
Disclosure of portfolio holdings by traders. Additionally, employees of Invesco and its affiliates may disclose one or more of the portfolio securities of a Fund when purchasing and selling securities through broker-dealers, requesting bids on securities, obtaining price quotations on securities, or in connection with litigation involving the Funds portfolio securities. Invesco does not enter into formal Non-disclosure Agreements in connection with these situations; however, the Fund would not continue to conduct business with a person who Invesco believed was misusing the disclosed information.
Disclosure of portfolio holdings of other Invesco-managed products. Invesco and its affiliates manage products sponsored by companies other than Invesco, including investment companies, offshore funds, and separate accounts. In many cases, these other products are managed in a similar fashion to certain Invesco Funds (as defined herein) and thus have similar portfolio holdings. The sponsors of these other products managed by Invesco and its affiliates may disclose the portfolio holdings of their products at different times than Invesco discloses portfolio holdings for the Invesco Funds.
Invesco provides portfolio holdings information for portfolios of AIM Variable Insurance Funds (Invesco Variable Insurance Funds) (the Insurance Funds) to insurance companies whose variable annuity and variable life insurance accounts invest in the Insurance Funds (Insurance Companies). Invesco may disclose portfolio holdings information for the Insurance Funds to Insurance Companies with which Invesco has entered into Non-Disclosure Agreements up to five days prior to the scheduled dates for Invescos disclosure of similar portfolio holdings information for other Invesco Funds at http:// www.invesco.com/us . Invesco provides portfolio holdings information for the Insurance Funds to such Insurance Companies to allow them to disclose this information on their Web sites at approximately the same time that Invesco discloses portfolio holdings information for the other Invesco Funds on its website. Invesco manages the Insurance Funds in a similar fashion to certain other Invesco Funds and thus the Insurance Funds and such other Invesco Funds have similar portfolio holdings. Invesco does not disclose the portfolio holdings information for the Insurance Funds on its Web site, and not all Insurance Companies disclose this information on their Web sites.
The Trustees and officers of the Trust, their principal occupations during at least the last five years and certain other information concerning them are set forth in Appendix C.
Qualifications and Experience. In addition to the information set forth in Appendix C, the following sets forth additional information about the qualifications and experiences of each of the Trustees.
Interested Persons
Martin L. Flanagan, Trustee
Martin L. Flanagan has been a member of the Board of Trustees of the Invesco Funds since 2007. Mr. Flanagan is president and chief executive officer of Invesco Ltd., a position he has held since August 2005. He is also a member of the Board of Directors of Invesco Ltd.
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Mr. Flanagan joined Invesco Ltd. from Franklin Resources, Inc., where he was president and co-chief executive officer from January 2004 to July 2005. Previously he had been Franklins co-president from May 2003 to January 2004, chief operating officer and chief financial officer from November 1999 to May 2003, and senior vice president and chief financial officer from 1993 until November 1999.
Mr. Flanagan served as director, executive vice president and chief operating officer of Templeton, Galbraith & Hansberger, Ltd. before its acquisition by Franklin in 1992. Before joining Templeton in 1983, he worked with Arthur Andersen & Co.
Mr. Flanagan is a chartered financial analyst and a certified public accountant. He serves as vice chairman of the Investment Company Institute and a member of the executive board at the SMU Cox School of Business.
The Board believes that Mr. Flanagans long experience as an executive in the investment management area benefits the Fund.
Philip A. Taylor, Trustee
Philip A. Taylor has been a member of the Board of Trustees of the Invesco Funds since 2006. Mr. Taylor headed Invescos North American retail business as Senior Managing Director since April 2006. He previously served as chief executive officer of Invesco Trimark Investments since January 2002.
Mr. Taylor joined Invesco in 1999 as senior vice president of operations and client services and later became executive vice president and chief operating officer.
Mr. Taylor was president of Canadian retail broker Investors Group Securities from 1994 to 1997 and managing partner of Meridian Securities, an execution and clearing broker, from 1989 to 1994. He held various management positions with Royal Trust, now part of Royal Bank of Canada, from 1982 to 1989. He began his career in consumer brand management in the U.S. and Canada with Richardson-Vicks, now part of Procter & Gamble.
The Board believes that Mr. Taylors long experience in the investment management business benefits the Fund.
Wayne W. Whalen, Trustee
Wayne W. Whalen has been a member of the Board of Trustees of the Invesco Funds and their predecessor funds since 2010.
Mr. Whalen is Of Counsel, and prior to 2010, Partner in the law firm of Skadden, Arps, Slate, Meagher & Flom LLP.
Mr. Whalen is Chairman and a Director of the Abraham Lincoln Presidential Library Foundation. From 1995 to 2010, Mr. Whalen served as Director or Trustee of investment companies in the Van Kampen Funds complex.
The Board believes that Mr. Whalens experience as a law firm Partner and his experience as a director of investment companies benefits the Fund.
Independent Trustees
Bruce L. Crockett, Trustee and Chair
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Bruce L. Crockett has been a member of the Board of Trustees of the Invesco Funds since 1978, and has served as Independent Chair of the Board of Trustees and their predecessor funds since 2004.
Mr. Crockett has more than 30 years of experience in finance and general management in the banking, aerospace and telecommunications industries. From 1992 to 1996, he served as president, chief executive officer and a director of COMSAT Corporation, an international satellite and wireless telecommunications company.
Mr. Crockett has also served, since 1996, as chairman of Crockett Technologies Associates, a strategic consulting firm that provides services to the information technology and communications industries. Mr. Crockett also serves on the Board of ALPS (Attorneys Liability Protection Society) and he is a life trustee of the University of Rochester Board of Directors.
The Board of Trustees elected Mr. Crockett to serve as its Independent Chair because of his extensive experience in managing public companies and familiarity with investment companies.
David C. Arch, Trustee
David C. Arch has been a member of the Board of Trustees of the Invesco Funds and their predecessor funds since 2010.
Mr. Arch is the Chairman of Blistex Inc., a consumer health care products manufacturer. Mr. Arch is a member of the Board of the Illinois Manufacturers Association and of the Board of Visitors, Institute for the Humanities, University of Michigan, and the Audit Committee of Edward-Elmhurst Hospital. From 1984 to 2010, Mr. Arch served as Director or Trustee of investment companies in the Van Kampen Funds complex.
The Board believes that Mr. Archs experience as the CEO of a public company and his experience with investment companies benefits the Fund.
Frank S. Bayley, Trustee
Frank S. Bayley has been a member of the Board of Trustees of the Invesco Funds since 1985.
Mr. Bayley is a business consultant in San Francisco. He is Chairman and a Director of the C. D. Stimson Company, a private investment company in Seattle.
Mr. Bayley serves as a Trustee of the Seattle Art Museum, a Trustee of San Francisco Performances, and a Trustee of The Curtis Institute of Music in Philadelphia. He also serves on the East Asian Art Committee of the Philadelphia Museum of Art and the Visiting Committee for Art of Asia, Oceania and Africa of the Museum of Fine Arts, Boston.
Mr. Bayley is a retired general partner and Of Counsel of the international law firm of Baker & McKenzie, LLP, where his practice focused on business acquisitions and venture capital transactions. Prior to joining Baker & McKenzie, LLP in 1986, he was a partner of the San Francisco law firm of Chickering & Gregory. He received his A.B. from Harvard College in 1961, his LL.B. from Harvard Law School in 1964, and his LL.M. from Boalt Hall at the University of California, Berkeley, in 1965. Mr. Bayley served as a Trustee of the Badgley Funds from inception in 1998 until dissolution in 2007.
The Board believes that Mr. Bayleys experience as a business consultant and a lawyer benefits the Fund.
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James T. Bunch, Trustee
James T. Bunch has been a member of the Board of Trustees of the Invesco Funds since 2000.
From 1988 to 2010, Mr. Bunch was Founding Partner of Green Manning & Bunch, Ltd. a leading investment banking firm located in Denver, Colorado. Green Manning & Bunch is a FINRA-registered investment bank specializing in mergers and acquisitions, private financing of middle-market companies and corporate finance advisory services. Immediately prior to forming Green Manning & Bunch, Mr. Bunch was Executive Vice President, General Counsel, and a Director of Boettcher & Company, then the leading investment banking firm in the Rocky Mountain region.
Mr. Bunch began his professional career as a practicing attorney. He joined the prominent Denver-based law firm of Davis Graham & Stubbs in 1970 and later rose to the position of Chairman and Managing Partner of the firm.
At various other times during his career, Mr. Bunch has served as Chair of the NASD Business District Conduct Committee, and Chair of the Colorado Bar Association Ethics Committee.
In June 2010, Mr. Bunch became the Managing Member of Grumman Hill Group LLC, a family office private equity investment manager.
The Board believes that Mr. Bunchs experience as an investment banker and investment management lawyer benefits the Fund.
Rodney F. Dammeyer, Trustee
Rodney F. Dammeyer has been a member of the Board of Trustees of the Invesco Funds and their predecessor funds since 2010.
Mr. Dammeyer is Chairman of CAC, LLC, a private company offering capital investment and management advisory services. Prior to this, Mr. Dammeyer was responsible for managing all of Sam Zells non-real estate investment activity as managing partner of Equity Group Corporate Investments.
From 1985 to 1995, Mr. Dammeyer was chief executive officer of Itel Corporation, which later changed its name to Anixter International. From 1983 to 1985, Mr. Dammeyer was senior vice president and chief financial of Household International, Inc. He was executive vice president and chief financial officer of Northwest Industries, Inc. from 1979 to 1983.
After graduating from Kent State University in 1962, Mr. Dammeyer began his business career with Arthur Andersen & Co. and was admitted to partnership in 1970. He served as chairman of the firms advisory council and a member of the board of directors nominating committee.
Mr. Dammeyer is a member of the boards of directors of Stericycle, Inc. and Quidel Corporation, in addition to several private companies. He also serves on the School of Leadership and Education Sciences (SOLES) Advisory Board of the University of San Diego, the board of directors of High Tech charter schools, and the California Charter Schools Association.
From 1987 to 2010, Mr. Dammeyer served as Director or Trustee of investment companies in the Van Kampen Funds complex.
The Board believes that Mr. Dammeyers experience in executive positions at a number of public companies, his accounting experience and his experience serving as a director of investment companies benefits the Fund.
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Albert R. Dowden, Trustee
Albert R. Dowden has been a member of the Board of Trustees of the Invesco Funds since 2000.
Mr. Dowden retired at the end of 1998 after a 24 -year career with Volvo Group North America, Inc. and Volvo Cars of North America, Inc. Mr. Dowden joined Volvo as general counsel in 1974 and was promoted to increasingly senior positions until 1991 when he was appointed president, chief executive officer and director of Volvo Group North America and senior vice president of Swedish parent company AB Volvo.
Since retiring, Mr. Dowden continues to serve on the boards of the Reich & Tang Funds, Natures Sunshine Products, Inc., and The Boss Group. Mr. Dowdens charitable endeavors currently focus on Boys & Girls Clubs, where he has been active for many years as well as several other not-for-profit organizations.
Mr. Dowden began his career as an attorney with a major international law firm, Rogers & Wells (1967-1976), which is now Clifford Chance.
The Board believes that Mr. Dowdens extensive experience as a corporate executive benefits the Fund.
Jack M. Fields, Trustee
Jack M. Fields has been a member of the Board of Trustees of the Invesco Funds since 1997.
Mr. Fields served as a member of Congress, representing the 8 th Congressional District of Texas from 1980 to 1997. As a member of Congress, Mr. Fields served as Chairman of the House Telecommunications and Finance Subcommittee, which has jurisdiction and oversight of the Federal Communications Commission and the SEC. Mr. Fields co-sponsored the National Securities Markets Improvements Act of 1996, and played a leadership role in enactment of the Securities Litigation Reform Act.
Mr. Fields currently serves as Chief Executive Officer of the Twenty-First Century Group, Inc. in Washington, D.C., a bipartisan Washington consulting firm specializing in Federal government affairs.
Mr. Fields also serves as a Director of Insperity, Inc. (formerly Administaff), a premier professional employer organization with clients nationwide. In addition, Mr. Fields sits on the Board of the Discovery Channel Global Education Fund, a nonprofit organization dedicated to providing educational resources to people in need around the world through the use of technology.
The Board believes that Mr. Fields experience in the House of Representatives, especially concerning regulation of the securities markets, benefits the Fund.
Dr. Prema Mathai-Davis, Trustee
Dr. Prema Mathai-Davis has been a member of the Board of Trustee of the Invesco Funds since 1998.
Prior to her retirement in 2000, Dr. Mathai-Davis served as Chief Executive Officer of the YWCA of the USA. Prior to joining the YWCA, Dr. Mathai-Davis served as the Commissioner of the New York City Department for the Aging. She was a Commissioner of the New York Metropolitan Transportation Authority of New York, the largest regional transportation network in the U.S. Dr. Mathai-Davis also serves as a Trustee of the YWCA Retirement Fund, the first and oldest pension fund for women, and on the advisory board of the Johns Hopkins Bioethics Institute. Dr. Mathai-Davis was the president and chief executive officer of the Community Agency for Senior Citizens, a non-profit social service agency that she
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established in 1981. She also directed the Mt. Sinai School of Medicine-Hunter College Long-Term Care Gerontology Center, one of the first of its kind.
The Board believes that Dr. Mathai-Davis extensive experience in running public and charitable institutions benefits the Fund.
Dr. Larry Soll, Trustee
Dr. Larry Soll has been a member of the Board of Trustees of the Invesco Funds since 1997.
Formerly, Dr. Soll was chairman of the board (19871994), Chief Executive Officer (1982 to 1989; 1993 to 1994), and President (1982 to 1989) of Synergen Corp., a public company and in such capacities supervised the activities of the Chief Financial Officer. Dr. Soll also has served as a director of three other public companies and as Treasurer of a non-profit corporation. Dr. Soll currently serves as a Trustee and a member of the Audit Committee of each of the funds within the Invesco Funds.
The Board believes that Dr. Solls experience as a chairman of a public company and in academia benefits the Funds.
Hugo F. Sonnenschein, Trustee
Hugo F. Sonnenschein has been a member of the Board of Trustees of the Invesco Funds since 2010.
Mr. Sonnenschein is the President Emeritus and an Honorary Trustee of the University of Chicago and the Adam Smith Distinguished Service Professor in the Department of Economics at the University of Chicago. Until July 2000, Mr. Sonnenschein served as President of the University of Chicago.
Mr. Sonnenschein is a Trustee of the University of Rochester and a member of its investment committee. He is also a member of the National Academy of Sciences and the American Philosophical Society, and a Fellow of the American Academy of Arts and Sciences. From 1994 to 2010, Mr. Sonnenschein served as Director or Trustee of investment companies in the Van Kampen Funds complex.
The Board believes that Mr. Sonnenscheins experiences in academia and in running a university, and his experience as a director of investment companies benefits the Fund.
Raymond Stickel, Jr., Trustee
Raymond Stickel, Jr. has been a member of the Board of Trustees of the Invesco Funds since 2006.
Mr. Stickel retired after a 35-year career with Deloitte & Touche. For the last five years of his career, he was the managing partner of the Investment Management practice for the New York, New Jersey and Connecticut region. In addition to his management role, he directed audit and tax services for several mutual fund clients.
Mr. Stickel began his career with Touche Ross & Co. (the Firm) in Dayton, Ohio, became a partner in 1976 and managing partner of the office in 1985. He also started and developed an investment management practice in the Dayton office that grew to become a significant source of investment management talent for the Firm. In Ohio, he served as the audit partner on numerous mutual funds and on public and privately held companies in other industries. Mr. Stickel has also served on the Firms Accounting and Auditing Executive Committee.
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The Board believes that Mr. Stickels experience as a partner in a large accounting firm working with investment managers and investment companies, and his status as an Audit Committee Financial Expert, benefits the Fund.
Suzanne H. Woolsey, Trustee
Suzanne H. Woolsey has been a member of the Board of Trustees of the Invesco Funds since 2014.
Ms. Woolsey is the Chief Executive Officer of Woolsey Partners LLC. She was formerly the chief operating officer and chief communications officer at the National Academy of Sciences and Engineering and Institute of Medicine National Research Council from 1993 to 2003.
Ms. Woolsey served as trustee to the former Van Kampen investment companies from 2003 to 2010. She continued to serve as trustee or managing general partner to certain Invesco closed-end funds, Invesco Senior Loan Fund, and Invesco Exchange Fund following the acquisition of the Van Kampen family of funds in 2010. Ms. Woolsey also served as an independent director to the Fluor Corporation, a multi-billion dollar global engineering, construction, and management company from 2004 to 2014. Additionally, she served as independent director to the Neurogen Corporation, which is a publicly traded small molecule drug design company, from 1998 to 2006.
The Board believes that Ms. Woolseys experience as an independent director of numerous organizations and her service as a Trustee of certain Invesco closed-end funds, Invesco Exchange Fund, and Invesco Senior Loan Fund benefits the Fund.
The Trustees have the authority to take all actions necessary in connection with the business affairs of the Trust, including, among other things, approving the investment objectives, policies and procedures for the Fund. The Trust enters into agreements with various entities to manage the day-to-day operations of the Fund, including the Funds investment advisers, administrator, transfer agent, distributor and custodians. The Trustees are responsible for selecting these service providers and approving the terms of their contracts with the Fund, and exercising general oversight of these service providers on an ongoing basis.
Certain trustees and officers of the Trust are affiliated with Invesco and Invesco Ltd., the parent corporation of Invesco. All of the Trusts executive officers hold similar offices with some or all of the other Invesco Funds.
Leadership Structure and the Board of Trustees . The Board is currently composed of fifteen Trustees, including twelve Trustees who are not interested persons of the Fund, as that term is defined in the 1940 Act (collectively, the Independent Trustees and each an Independent Trustee). In addition to eight regularly scheduled meetings per year, the Board holds special meetings or informal conference calls to discuss specific matters that may require action prior to the next regular meeting. As discussed below, the Board has established five committees to assist the Board in performing its oversight responsibilities.
The Board has appointed an Independent Trustee to serve in the role of Chairman. The Chairmans primary role is to participate in the preparation of the agenda for meetings of the Board and the identification of information to be presented to the Board and matters to be acted upon by the Board.
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The Chairman also presides at all meetings of the Board and acts as a liaison with service providers, officers, attorneys, and other Trustees generally between meetings. The Chairman may perform such other functions as may be requested by the Board from time to time. Except for any duties specified herein or pursuant to the Trusts Declaration of Trust or By-laws, the designation of Chairman does not impose on such Independent Trustee any duties, obligations or liability that is greater than the duties, obligations or liability imposed on such person as a member of the Board, generally. The Fund has substantially the same leadership structure as the Trust.
The Board believes that its leadership structure, which includes an Independent Trustee as Chairman, allows for effective communication between the Trustees and Fund management, among the Boards Trustees and among its Independent Trustees. The existing Board structure, including its committee structure, provides the Independent Trustees with effective control over Board governance while also providing insight from the two interested Trustees who are active officers of the Funds investment adviser. The Boards leadership structure promotes dialogue and debate, which the Board believes will allow for the proper consideration of matters deemed important to the Fund and its shareholders and result in effective decision-making.
Risk Oversight. The Board considers risk management issues as part of its general oversight responsibilities throughout the year at regular meetings of the Investments, Audit, Compliance and Valuation, Distribution and Proxy Oversight Committees (as defined and further described below). These Committees in turn report to the full Board and recommend actions and approvals for the full Board to take.
Invesco prepares regular reports that address certain investment, valuation and compliance matters, and the Board as a whole or the Committees may also receive special written reports or presentations on a variety of risk issues at the request of the Board, a Committee or the Senior Officer. In addition, the Audit Committee of the Board meets regularly with Invesco Ltd.s internal audit group to review reports on their examinations of functions and processes within Invesco that affect the Fund.
The Investments Committee and its sub-committees receive regular written reports describing and analyzing the investment performance of the Fund. In addition, the portfolio managers of the Fund meet regularly with the sub-committees of the Investment Committee to discuss portfolio performance, including investment risk, such as the impact on the Fund of the investment in particular securities or instruments, such as derivatives. To the extent that the Fund changes a particular investment strategy that could have a material impact on the Funds risk profile, the Board generally is consulted in advance with respect to such change.
Invesco provides regular written reports to the Valuation, Distribution and Proxy Oversight Committee that enable the Committee to monitor the number of fair valued securities in a particular portfolio, the reasons for the fair valuation and the methodology used to arrive at the fair value. Such reports also include information concerning illiquid securities within the Funds portfolio. In addition, the Audit Committee reviews valuation procedures and pricing results with the Funds independent auditors in connection with such Committees review of the results of the audit of the Funds year-end financial statement.
The Compliance Committee receives regular compliance reports prepared by Invescos compliance group and meets regularly with the Funds Chief Compliance Officer (CCO) to discuss compliance issues, including compliance risks. The Compliance Committee recommends and the Board adopts compliance policies and procedures for the Fund and approves such procedures for the Funds service providers. The compliance policies and procedures are specifically designed to detect, prevent and correct violations of the federal securities laws.
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Committee Structure. The standing committees of the Board are the Audit Committee, the Compliance Committee, the Governance Committee, the Investments Committee, and the Valuation, Distribution and Proxy Oversight Committee (the Committees).
The members of the Audit Committee are Messrs. David C. Arch, Frank S. Bayley, James T. Bunch, Bruce L. Crockett, Rodney F. Dammeyer (Vice-Chair), Raymond Stickel, Jr. (Chair), Dr. Larry Soll and Ms. Suzanne H. Woolsey. The Audit Committees primary purposes are to: (i) oversee qualifications, independence and performance of the independent registered public accountants; (ii) appoint independent registered public accountants for the Fund; (iii) pre-approve all permissible audit and non-audit services that are provided to Fund by its independent registered public accountant to the extent required by Section 10A(h) and (i) of the Exchange Act; (iv) pre-approve, in accordance with Rule 2-01(c)(7)(ii) of Regulation S-X, certain non-audit services provided by the Funds independent registered public accountant to Invesco and certain other affiliated entities; (v) review the audit and tax plans prepared by the independent registered public accountant; (vi) review the Funds audited financial statements; (vii) review the process that management uses to evaluate and certify disclosure controls and procedures in Form N-CSR; (viii) review the process for preparation and review of the Funds shareholder reports; (ix) review certain tax procedures maintained by the Fund; (x) review modified or omitted officer certifications and disclosures; (xi) review any internal audits of the Fund; (xii) establish procedures regarding questionable accounting or auditing matters and other alleged violations; (xiii) set hiring policies for employees and proposed employees of the Fund who are employees or former employees of the independent registered public accountant; and (xiv) remain informed of (a) the Funds accounting systems and controls, (b) regulatory changes and new accounting pronouncements that affect the Funds net asset value calculations and financial statement reporting requirements, and (c) communications with regulators regarding accounting and financial reporting matters that pertain to the Fund. During the fiscal year ended October 31, 2013, the Audit Committee held six meetings.
The members of the Compliance Committee are Messrs. Bayley, Bunch, Dammeyer (Vice-Chair), Stickel and Dr. Soll (Chair). The Compliance Committee is responsible for: (i) recommending to the Board and the independent trustees the appointment, compensation and removal of the Funds Chief Compliance Officer; (ii) recommending to the independent trustees the appointment, compensation and removal of the Funds Senior Officer appointed pursuant to the terms of the Assurances of Discontinuance entered into by the New York Attorney General, Invesco and INVESCO Funds Group, Inc. (IFG); (iii) reviewing any report prepared by a third party who is not an interested person of Invesco, upon the conclusion by such third party of a compliance review of Invesco; (iv) reviewing all reports on compliance matters from the Funds Chief Compliance Officer, (v) reviewing all recommendations made by the Senior Officer regarding Invescos compliance procedures, (vi) reviewing all reports from the Senior Officer of any violations of state and federal securities laws, the Colorado Consumer Protection Act, or breaches of Invescos fiduciary duties to Fund shareholders and of Invescos Code of Ethics; (vii) overseeing all of the compliance policies and procedures of the Fund and its service providers adopted pursuant to Rule 38a-1 of the 1940 Act; (viii) reviewing all reports made by Invescos Chief Compliance Officer; (ix) reviewing and recommending to the independent trustees whether to approve procedures to investigate matters brought to the attention of Invescos ombudsman; (x) risk management oversight with respect to the Fund and, in connection therewith, receiving and overseeing risk management reports from Invesco Ltd. that are applicable to the Fund or its service providers; and (xi) overseeing potential conflicts of interest that are reported to the Compliance Committee by Invesco, the Chief Compliance Officer, the Senior Officer and/or the Compliance Consultant. During the fiscal year ended October 31, 2013, the Compliance Committee held six meetings.
The members of the Governance Committee are Messrs. Arch, Crockett, Albert R. Dowden (Chair), Jack M. Fields (Vice-Chair), Hugo F. Sonnenchein, Dr. Prema Mathai-Davis and Ms. Woolsey. The Governance Committee is responsible for: (i) nominating persons who will qualify as independent trustees for (a) election as trustees in connection with meetings of shareholders of the Fund that are called to vote on the election of trustees, (b) appointment by the Board
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as trustees in connection with filling vacancies that arise in between meetings of shareholders; (ii) reviewing the size of the Board, and recommending to the Board whether the size of the Board shall be increased or decreased; (iii) nominating the Chair of the Board; (iv) monitoring the composition of the Board and each committee of the Board, and monitoring the qualifications of all trustees; (v) recommending persons to serve as members of each committee of the Board (other than the Compliance Committee), as well as persons who shall serve as the chair and vice chair of each such committee; (vi) reviewing and recommending the amount of compensation payable to the independent trustees; (vii) overseeing the selection of independent legal counsel to the independent trustees; (viii) reviewing and approving the compensation paid to independent legal counsel to the independent trustees; (ix) reviewing and approving the compensation paid to counsel and other advisers, if any, to the Committees of the Board; and (x) reviewing as they deem appropriate administrative and/or logistical matters pertaining to the operations of the Board. During the fiscal year ended October 31, 2013, the Governance Committee held six meetings.
The Governance Committee will consider nominees recommended by a shareholder to serve as trustees, provided: (i) that such person is a shareholder of record at the time he or she submits such names and is entitled to vote at the meeting of shareholders at which trustees will be elected; and (ii) that the Governance Committee or the Board, as applicable, shall make the final determination of persons to be nominated. Notice procedures set forth in the Trusts bylaws require that any shareholder of a Fund desiring to nominate a trustee for election at a shareholder meeting must submit to the Trusts Secretary the nomination in writing not later than the close of business on the later of the 90th day prior to such shareholder meeting or the tenth day following the day on which public announcement is made of the shareholder meeting and not earlier than the close of business on the 120th day prior to the shareholder meeting.
The members of the Investments Committee are Messrs. Arch, Bayley (Chair Emeritus), Bunch (Chair), Crockett, Dammeyer (Vice-Chair), Dowden, Fields (Vice-Chair), Martin L. Flanagan, Sonnenschein (Vice-Chair), Stickel, Philip A. Taylor, Wayne W. Whalen, Ms. Woolsey, and Drs. Mathai-Davis and Soll. The Investments Committees primary purposes are to: (i) assist the Board in its oversight of the investment management services provided by Invesco and the Sub-Advisers; and (ii) review all proposed and existing advisory and sub-advisory arrangements for the Fund, and to recommend what action the full Boards and the independent trustees take regarding the approval of all such proposed arrangements and the continuance of all such existing arrangements. During the fiscal year ended October 31, 2013, the Investments Committee held six meetings.
The Investments Committee has established three Sub-Committees. The Sub-Committees are responsible for: (i) reviewing the performance, fees and expenses of the Fund that have been assigned to a particular Sub-Committee (for each Sub-Committee, the Designated Funds), unless the Investments Committee takes such action directly; (ii) reviewing with the applicable portfolio managers from time to time the investment objective(s), policies, strategies and limitations of the Designated Funds; (iii) evaluating the investment advisory, sub-advisory and distribution arrangements in effect or proposed for the Designated Funds, unless the Investments Committee takes such action directly; (iv) being familiar with the registration statements and periodic shareholder reports applicable to their Designated Funds; and (v) such other investment-related matters as the Investments Committee may delegate to the Sub-Committee from time to time.
The members of the Valuation, Distribution and Proxy Oversight Committee are Messrs. Dowden, Fields, Dr. Mathai-Davis (Chair), Sonnenschein (Vice-Chair), and Whalen. The primary purposes of the Valuation, Distribution and Proxy Oversight Committee are: (a) to address issues requiring action or oversight by the Board of the Invesco Funds (i) in the valuation of the Invesco Funds portfolio securities consistent with the Pricing Procedures, (ii) in oversight of the creation and maintenance by the principal underwriters of the Invesco Funds of an effective distribution and marketing system to build and maintain an adequate asset base and to create and maintain economies of scale for the Invesco Funds, (iii) in the review of existing distribution arrangements for the Invesco Funds under Rule 12b-1 and Section 15 of
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the 1940 Act, and (iv) in the oversight of proxy voting on portfolio securities of the Invesco Funds; and (b) to make regular reports to the full Board of the Invesco Funds.
The Valuation, Distribution and Proxy Oversight Committee is responsible for: (a) with regard to valuation, (i) developing an understanding of the valuation process and the Pricing Procedures, (ii) reviewing the Pricing Procedures and making recommendations to the full Board with respect thereto, (iii) reviewing the reports described in the Pricing Procedures and other information from Invesco Ltd. regarding fair value determinations made pursuant to the Pricing Procedures by Invescos internal valuation committee and making reports and recommendations to the full Board with respect thereto, (iv) receiving the reports of Invescos internal valuation committee requesting approval of any changes to pricing vendors or pricing methodologies as required by the Pricing Procedures and the annual report of Invesco Ltd. evaluating the pricing vendors, approving changes to pricing vendors and pricing methodologies as provided in the Pricing Procedures, and recommending annually the pricing vendors for approval by the full Board; (v) upon request of Invesco, assisting Invescos internal valuation committee or the full Board in resolving particular fair valuation issues; (vi) reviewing the reports described in the Procedures for Determining the Liquidity of Securities (the Liquidity Procedures) and other information from Invesco regarding liquidity determinations made pursuant to the Liquidity Procedures by Invesco and making reports and recommendations to the full Board with respect thereto, and (vii) overseeing actual or potential conflicts of interest by investment personnel or others that could affect their input or recommendations regarding pricing or liquidity issues; (b) with regard to distribution and marketing, (i) developing an understanding of mutual fund distribution and marketing channels and legal, regulatory and market developments regarding distribution, (ii) reviewing periodic distribution and marketing determinations and annual approval of distribution arrangements and making reports and recommendations to the full Board with respect thereto, and (iii) reviewing other information from the principal underwriters to the Invesco Funds regarding distribution and marketing of the Invesco Funds and making recommendations to the full Board with respect thereto; and (c) with regard to proxy voting, (i) overseeing the implementation of the Proxy Voting Guidelines (the Guidelines) and the Proxy Policies and Procedures (the Proxy Procedures) by Invesco and the Sub-Advisers, reviewing the Quarterly Proxy Voting Report and making recommendations to the full Board with respect thereto, (ii) reviewing the Guidelines and the Proxy Procedures and information provided by Invesco and the Sub-Advisers regarding industry developments and best practices in connection with proxy voting and making recommendations to the full Board with respect thereto, and (iii) in implementing its responsibilities in this area, assisting Invesco in resolving particular proxy voting issues. The Valuation, Distribution and Proxy Oversight Committee was formed effective January 1, 2008. It succeeded the Valuation Committee which existed prior to 2008. During the fiscal year ended August 31, 2013, the Valuation, Distribution and Proxy Oversight Committee held six meetings.
Trustee Ownership of Fund Shares
The dollar range of equity securities beneficially owned by each trustee (i) in the Fund and (ii) on an aggregate basis, in all registered investment companies overseen by the trustee within the Invesco Funds complex, is set forth in Appendix C.
Each trustee who is not affiliated with Invesco is compensated for his or her services according to a fee schedule that recognizes the fact that such trustee also serves as a trustee of other Invesco Funds. Each such trustee receives a fee, allocated among the Invesco Funds for which he or she serves as a trustee, that consists of an annual retainer component and a meeting fee component. The Chair of the Board and Chairs and Vice Chairs of certain committees receive additional compensation for their services.
Information regarding compensation paid or accrued for each trustee of the Trust who was not affiliated with Invesco during the year ended December 31, 2013 is found in Appendix D. Appendix D
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also provides compensation paid to Russell Burk, the Funds Senior Vice President and Senior Officer during the year ended December 31, 2013.
Pre-Amendment Retirement Plan For Trustees
The Trustees have adopted a retirement plan for the Trustees who are not affiliated with the Adviser. The Trustees also have adopted a retirement policy that permits each non-Invesco-affiliated Trustee to serve until December 31 of the year in which the Trustee turns 75. A majority of the Trustees may extend from time to time the retirement date of a Trustee.
Annual retirement benefits are available from the Fund and/or the other Invesco Funds for which a Trustee serves (each, a Covered Fund), for each Trustee who is not an employee or officer of the Adviser, who either (a) became a Trustee prior to December 1, 2008, and who has at least five years of credited service as a Trustee (including service to a predecessor fund) of a Covered Fund, or (b) was a member of the Board of Trustees of a Van Kampen Fund immediately prior to June 1, 2010 (Former Van Kampen Trustee), and has at least one year of credited service as a Trustee of a Covered Fund after June 1, 2010.
For Trustees other than Former Van Kampen Trustees, effective January 1, 2006, for retirements after December 31, 2005, the retirement benefits will equal 75% of the Trustees annual retainer paid to or accrued by any Covered Fund with respect to such Trustee during the twelve-month period prior to retirement, including the amount of any retainer deferred under a separate deferred compensation agreement between the Covered Fund and the Trustee. The amount of the annual retirement benefit does not include additional compensation paid for Board meeting fees or compensation paid to the Chair of the Board and the Chairs and Vice Chairs of certain Board committees, whether such amounts are paid directly to the Trustee or deferred. The annual retirement benefit is payable in quarterly installments for a number of years equal to the lesser of (i) sixteen years or (ii) the number of such Trustees credited years of service. If a Trustee dies prior to receiving the full amount of retirement benefits, the remaining payments will be made to the deceased Trustees designated beneficiary for the same length of time that the Trustee would have received the payments based on his or her service or, if the Trustee has elected, in a discounted lump sum payment. A Trustee must have attained the age of 65 (60 in the event of disability) to receive any retirement benefit. A Trustee may make an irrevocable election to commence payment of retirement benefits upon retirement from the Board before age 72; in such a case, the annual retirement benefit is subject to a reduction for early payment.
If the Former Van Kampen Trustee completes at least 10 years of credited service after June 1, 2010, the retirement benefit will equal 75% of the Former Van Kampen Trustees annual retainer paid to or accrued by any Covered Fund with respect to such Trustee during the twelve-month period prior to retirement, including the amount of any retainer deferred under a separate deferred compensation agreement between the Covered Fund and such Trustee. The amount of the annual retirement benefit does not include additional compensation paid for Board meeting fees or compensation paid to the Chair of the Board and the Chairs and Vice Chairs of certain Board committees, whether such amounts are paid directly to the Trustee or deferred. The annual retirement benefit is payable in quarterly installments for 10 years beginning after the later of the Former Van Kampen Trustees termination of service or attainment of age 72 (or age 60 in the event of disability or immediately in the event of death). If a Former Van Kampen Trustee dies prior to receiving the full amount of retirement benefits, the remaining payments will be made to the deceased Trustees designated beneficiary or, if the Trustee has elected, in a discounted lump sum payment.
If the Former Van Kampen Trustee completes less than 10 years of credited service after June 1, 2010, the retirement benefit will be payable at the applicable time described in the preceding paragraph, but will be paid in two components successively. For the period of time equal to the Former Van Kampen Trustees years of credited service after June 1, 2010, the first component of the annual retirement benefit will equal 75% of the compensation amount described in the preceding paragraph. Thereafter, for the period of time equal to the Former Van Kampen Trustees years of credited service after June 1, 2010,
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the second component of the annual retirement benefit will equal the excess of (x) 75% of the compensation amount described in the preceding paragraph, over (y) $68,041 plus an interest factor of 4% per year compounded annually measured from June 1, 2010 through the first day of each year for which payments under this second component are to be made. In no event, however, will the retirement benefits under the two components be made for a period of time greater than 10 years. For example, if the Former Van Kampen Trustee completes 7 years of credited service after June 1, 2010, he or she will receive 7 years of payments under the first component and thereafter 3 years of payments under the second component, and if the Former Van Kampen Trustee completes 4 years of credited service after June 1, 2010, he or she will receive 4 years of payments under the first component and thereafter 4 years of payments under the second component.
Amendment of Retirement Plan and Conversion to Defined Contribution Plan
The Trustees approved an amendment to the Retirement Plan to convert it to a defined contribution plan for active Trustees (the Amended Plan). Under the Amended Plan, the benefit amount was amended for each active Trustee to the present value of the Trustees existing retirement plan benefit as of December 31, 2013 (the Existing Plan Benefit) plus the present value of retirement benefits expected to be earned under the Retirement Plan through the end of the calendar year in which the Trustee attained age 75 (the Expected Future Benefit and, together with the Existing Plan Benefit, the Accrued Benefit). On the conversion date, the Covered Funds established bookkeeping accounts in the amount of their pro rata share of the Accrued Benefit, which is deemed to be invested in one or more Invesco Funds selected by the participating Trustees. Such accounts will be adjusted from time to time to reflect deemed investment earnings and losses. Each Trustees Accrued Benefit is not funded and, with respect to the payments of amounts held in the accounts, the participating Trustees have the status of unsecured creditors of the Covered Funds. Trustees will be paid the adjusted account balance under the Amended Plan in quarterly installments for the same period as described above.
Deferred Compensation Agreements
Edward K. Dunn and Carl Frischling (former Trustees of funds in the Invesco Funds complex), Messrs. Crockett, Fields and Drs. Mathai-Davis and Soll (for purposes of this paragraph only, the Deferring Trustees) have each executed a Deferred Compensation Agreement (collectively, the Compensation Agreements). Pursuant to the Compensation Agreements, the Deferring Trustees have the option to elect to defer receipt of up to 100% of their compensation payable by the Fund, and such amounts are placed into a deferral account and deemed to be invested in one or more Invesco Funds selected by the Deferring Trustees.
Distributions from these deferral accounts will be paid in cash, generally in equal quarterly installments over a period of up to ten (10) years (depending on the Compensation Agreement) beginning on the date selected under the Compensation Agreement. If a Deferring Trustee dies prior to the distribution of amounts in his or her deferral account, the balance of the deferral account will be distributed to his or her designated beneficiary. The Compensation Agreements are not funded and, with respect to the payments of amounts held in the deferral accounts, the Deferring Trustees have the status of unsecured creditors of the Funds and of each other Invesco Fund from which they are deferring compensation.
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Purchase of Class A Shares of the Funds at Net Asset Value
The trustees and other affiliated persons of the Trust may purchase Class A shares of the Invesco Funds without paying an initial sales charge. Invesco Distributors permits such purchases because there is a reduced sales effort involved in sales to such purchasers, thereby resulting in relatively low expenses of distribution. For a complete description of the persons who will not pay an initial sales charge on purchases of Class A shares of the Invesco Funds, see Appendix GPurchase, Redemption and Pricing of SharesPurchase and Redemption of SharesClass A Shares Sold Without an Initial Sales Charge.
Purchase of Class Y Shares of the Funds at Net Asset Value
The trustees and other affiliated persons of the Trust may purchase Class Y shares of the Invesco Funds. For a description please see Appendix G Purchase, Redemption and Pricing of Shares Purchase and Redemption of Shares Purchases of Class Y Shares.
Invesco, the Trust, Invesco Distributors and the Sub-Advisers each have adopted a Code of Ethics that applies to all Invesco Fund trustees and officers, and employees of Invesco, the Sub-Advisers and their affiliates, and governs, among other things, the personal trading activities of all such persons. Unless specifically noted, each Sub-Advisers Codes of Ethics do not materially differ from Invesco Code of Ethics discussed below. The Code of Ethics is intended to address conflicts of interest with the Trust that may arise from personal trading, including personal trading in most of the Invesco Funds. Personal trading, including personal trading involving securities that may be purchased or held by an Invesco Fund, is permitted under the Code of Ethics subject to certain restrictions; however, employees are required to pre-clear security transactions with the Compliance Officer or a designee and to report transactions on a regular basis.
Invesco has adopted its own specific Proxy Voting Policies.
The Board has delegated responsibility for decisions regarding proxy voting for securities held by the Fund to the following Adviser/Sub-Adviser(s).
Fund | Adviser/Sub-Adviser | |
Invesco Unconstrained Bond Fund | Invesco Advisers, Inc. |
Invesco (the Proxy Voting Entity) will vote such proxies in accordance with the proxy policies and procedures, as outlined above, which have been reviewed and approved by the Board, and which are found in Appendix E. Any material changes to the proxy policies and procedures will be submitted to the Board for approval. The Board will be supplied with a summary quarterly report of the Funds proxy voting record. Once the Fund commences operations, information regarding how the Fund voted proxies related to its portfolio securities during the 12 months ended June 30, 2015 will be available without charge at our Web site, www.invesco.com/us. This information will also be available at the SEC Web site, www.sec.gov.
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES
Invesco provided the initial capitalization of the Fund and, accordingly, as of the date of this SAI, owned more than 25% of the issued and outstanding shares of the Fund and therefore could be deemed to control the Fund as that term is defined in the 1940 Act. It is anticipated that after the commencement of the public offering of the Funds shares, Invesco will cease to control the Fund for the purposes of the 1940 Act. Future shareholders with a controlling interest in the Fund could affect the outcome of voting or
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the direction of management of the Fund. The Fund had no 5% shareholders because, as of the date of the SAI, it had not yet commenced operations.
Invesco Advisers, Inc. (the Adviser or Invesco) serves as the Funds investment adviser. The Adviser manages the investment operations of the Fund as well as other investment portfolios that encompass a broad range of investment objectives, and has agreed to perform or arrange for the performance of the Funds day-to-day management. The Adviser, as successor in interest to multiple investment advisers, has been an investment adviser since 1976. Invesco is an indirect, wholly owned subsidiary of Invesco Ltd. Invesco Ltd and its subsidiaries are an independent global investment management group. Certain of the directors and officers of Invesco are also executive officers of the Trust and their affiliations are shown under Management Information herein.
As investment adviser, Invesco supervises all aspects of the Funds operations and provides investment advisory services to the Fund. Invesco obtains and evaluates economic, statistical and financial information to formulate and implement investment programs for the Fund. The Master Investment Advisory Agreement (Advisory Agreement) provides that, in fulfilling its responsibilities, Invesco may engage the services of other investment managers with respect to the Fund. The investment advisory services of Invesco are not exclusive and Invesco is free to render investment advisory services to others, including other investment companies.
Pursuant to an administrative services agreement with the Fund, Invesco is also responsible for furnishing to the Fund, at Invescos expense, the services of persons believed to be competent to perform all supervisory and administrative services required by the Fund, which in the judgment of the trustees, are necessary to conduct the business of the Fund effectively, as well as the offices, equipment and other facilities necessary for its operations. Such functions include the maintenance of the Funds accounts and records, and the preparation of all requisite corporate documents such as tax returns and reports to the SEC and shareholders.
The Advisory Agreement provides that the Fund will pay or cause to be paid all expenses of the Fund not assumed by Invesco, including, without limitation: brokerage commissions, taxes, legal, auditing or governmental fees, custodian, transfer and shareholder service agent costs, expenses of issue, sale, redemption, and repurchase of shares, expenses of registering and qualifying shares for sale, expenses relating to trustee and shareholder meetings, the cost of preparing and distributing reports and notices to shareholders, the fees and other expenses incurred by the Trust on behalf of the Fund in connection with membership in investment company organizations, and the cost of printing copies of prospectuses and statements of additional information distributed to the Funds shareholders.
Invesco, at its own expense, furnishes to the Trust office space and facilities. Invesco furnishes to the Trust all personnel for managing the affairs of the Trust and each of its series of shares.
Pursuant to its Advisory Agreement with the Trust, Invesco receives a monthly fee from the Fund calculated at the annual rates indicated in the second column below, based on the average daily net assets of the Fund during the year. The Fund allocates advisory fees to a class based on the relative net assets of each class.
Fund Name |
Annual Rate/Net Assets Per Advisory Agreement |
|
Invesco Unconstrained Bond Fund |
0.700% of first $1B 0.650% of next $3.5B 0.550% amount over $4.5B |
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Invesco may from time to time waive or reduce its fee. Voluntary fee waivers or reductions may be rescinded at any time without further notice to investors. During periods of voluntary fee waivers or reductions, Invesco will retain its ability to be reimbursed for such fee prior to the end of the respective fiscal year in which the voluntary fee waiver or reduction was made. Contractual fee waivers or reductions set forth in the Fee Table in a Prospectus may not be terminated or amended to the Funds detriment during the period stated in the agreement between Invesco and the Fund.
Invesco has contractually agreed through at least October 14, 2014 to waive management fees. Such contractual fee waivers or reductions are set forth in the Fee Table to the Funds Prospectus. Unless Invesco continues the fee waiver agreement, it will terminate on June 30, 2016. The fee waiver agreement cannot be terminated during its term.
Invesco has contractually agreed through at least October 31, 2015, to waive advisory fees payable by the Fund in an amount equal to 100% of the advisory fee Invesco receives from certain affiliated funds as a result of the Funds investment of uninvested cash in such affiliated funds. See Description of the Funds and Their Investments and Risks Investment Strategies and Risks Other Investments Other Investment Companies.
Invesco also has contractually agreed to waive advisory fees or reimburse expenses to the extent necessary to limit total annual fund operating expenses (excluding (i) interest; (ii) taxes; (iii) dividend expense on short sales; (iv) extraordinary or non-routine items, including litigation expenses; and (v) expenses that the Fund has incurred but did not actually pay because of an expense offset arrangement) for the Funds shares as follows:
Fund | Expense Limitation | Expiration Date | ||||||
Invesco Unconstrained Bond Fund |
||||||||
Class A Shares |
1.03 | % | ||||||
Class C Shares |
1.78 | % | ||||||
Class R Shares |
1.28 | % | ||||||
Class R5 Shares |
0.78 | % | ||||||
Class R6 Shares |
0.78 | % | ||||||
Class Y Shares |
0.78 | % | October 31, 2015 |
The Total Annual Fund Operating Expenses used in determining whether the Fund meets or exceeds the Expense Limitations described above do not include Acquired Fund Fees and Expenses, which are required to be disclosed and included in the Total Annual Fund Operating Expenses in the Funds prospectus fee table. Acquired Fund Fees and Expenses are not operating expenses of the Fund directly, but are fees and expenses, including management fees of the investment companies in which the Fund invests. As a result, the Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement may exceed the Funds expense limit.
Approved Sub-Advisers. Invesco has entered into a Sub-Advisory Agreement with certain affiliates to serve as sub-advisers to the Fund, pursuant to which these affiliated sub-advisers may be appointed by Invesco from time to time to provide discretionary investment management services, investment advice, and/or order execution services to the Fund. These affiliated sub-advisers, each of which is a registered investment adviser under the 1940 Act, include:
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Invesco Asset Management Deutschland Gmbh (Invesco Deutschland)
Invesco Asset Management Limited (Invesco Asset Management)
Invesco Asset Management (Japan) Limited (Invesco Japan)
Invesco Australia Limited (Invesco Australia)
Invesco Canada Ltd. (Invesco Canada)
Invesco Hong Kong Limited (Invesco Hong Kong)
Invesco Senior Secured Management, Inc. (Invesco Senior Secured)
Invesco PowerShares Capital Management LLC (Invesco PowerShares) (each a Sub-Adviser and collectively, the Sub-Advisers).
Invesco and each Sub-Adviser are indirect wholly owned subsidiaries of Invesco Ltd.
The only fees payable to the Sub-Advisers under the Sub-Advisory Agreement are for providing discretionary investment management services. For such services, Invesco will pay each Sub-Adviser a fee, computed daily and paid monthly, equal to (i) 40% of the monthly compensation that Invesco receives from the Trust, multiplied by (ii) the fraction equal to the net assets of such Fund as to which such Sub-Adviser shall have provided discretionary investment management services for that month divided by the net assets of such Fund for that month. Pursuant to the Sub-Advisory Agreement, this fee is reduced to reflect contractual or voluntary fee waivers or expense limitations by Invesco, if any, in effect from time to time. In no event shall the aggregate monthly fees paid to the Sub-Advisers under the Sub-Advisory Agreement exceed 40% of the monthly compensation that Invesco receives from the Trust pursuant to its advisory agreement with the Trust, as reduced to reflect contractual or voluntary fees waivers or expense limitations by Invesco, if any.
Potential New Sub-Advisers ( Exemptive Order Structure) . The SEC also has granted exemptive relief to the Adviser that permits the Adviser, subject to certain conditions, to hire new sub-advisers for the Funds, whether affiliated with Invesco and the Funds or unaffiliated, without shareholder approval. The exemptive relief also permits the Adviser to materially amend existing investment subadvisory agreements (including a Sub-Advisory Agreement with a Sub-Adviser) with affiliated or unaffiliated subadvisers on behalf of the Fund without shareholder approval.
Under this structure, the Adviser has ultimate responsibility, subject to oversight of the Board, for overseeing the Funds subadvisers and recommending to the Board their hiring, termination, or replacement. Within 90 days of retaining a new subadviser under this structure, shareholders of the Fund will receive notification of the change. The structure permitted under the SEC exemptive relief does not permit investment advisory fees paid by the Fund to be increased without shareholder approval, or change the Advisers obligations under the investment advisory agreement, including the Advisers responsibility to monitor and oversee subadvisory services furnished to the Fund.
Appendix F contains the following information regarding the portfolio managers identified in the Funds prospectus:
| The dollar range of the managers investments in the Fund. |
| A description of the managers compensation structure. |
Information regarding other accounts managed by the manager and potential conflicts of interest that might arise from the management of multiple accounts.
Securities Lending Arrangements
If the Fund engages in securities lending, Invesco will provide the Fund investment advisory services and related administrative services. The Advisory Agreement describes the administrative services to be rendered by Invesco if the Fund engages in securities lending activities, as well as the
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compensation Invesco may receive for such administrative services. Services to be provided include: (a) overseeing participation in the securities lending program to ensure compliance with all applicable regulatory and investment guidelines; (b) assisting the securities lending agent or principal (the agent) in determining which specific securities are available for loan; (c) monitoring the agent to ensure that securities loans are effected in accordance with Invescos instructions and with procedures adopted by the Board; (d) preparing appropriate periodic reports for, and seeking appropriate approvals from, the Board with respect to securities lending activities; (e) responding to agent inquiries; and (f) performing such other duties as may be necessary.
Invescos compensation for advisory services rendered in connection with securities lending is included in the advisory fee schedule. As compensation for the related administrative services Invesco will provide, a lending Fund will pay Invesco a fee equal to 25% of the net monthly interest or fee income retained or paid to the Fund from such activities. Invesco currently waives such fee, and has agreed to seek Board approval prior to its receipt of all or a portion of such fee.
Administrative Services Agreement. Invesco and the Trust have entered into a Master Administrative Services Agreement (Administrative Services Agreement) pursuant to which Invesco may perform or arrange for the provision of certain accounting and other administrative services to the Fund which are not required to be performed by Invesco under the Advisory Agreement. The Administrative Services Agreement provides that it will remain in effect and continue from year to year only if such continuance is specifically approved at least annually by the Board, including the independent trustees, by votes cast in person at a meeting called for such purpose. Under the Administrative Services Agreement, Invesco is entitled to receive from the Fund reimbursement of its costs or such reasonable compensation as may be approved by the Board. Currently, Invesco is reimbursed for the services of the Trusts principal financial officer and her staff and any expenses related to fund accounting services.
Transfer Agent . Invesco Investment Services, Inc., (Invesco Investment Services), 11 Greenway Plaza, Suite 1000, Houston, Texas 77046, a wholly owned subsidiary of Invesco Ltd., is the Trusts transfer agent.
The Transfer Agency and Service Agreement (the TA Agreement) between the Trust and Invesco Investment Services provides that Invesco Investment Services will perform certain services related to the servicing of shareholders of the Fund. Other such services may be delegated or sub-contracted to third party intermediaries. For servicing accounts holding Class A, A2, AX, B, BX, C, CX, P, R, RX, S, Y, Invesco Cash Reserve and Investor Class shares, as applicable, the TA Agreement provides that the Trust, on behalf of the Fund, will pay Invesco Investment Services an annual fee per open shareholder account plus certain out of pocket expenses. This fee is paid monthly at the rate of 1/12 of the annual rate and is based upon the number of open shareholder accounts during each month. For servicing accounts holding Class R5 and R6 shares, as applicable, the TA Agreement provides that the Trust, on behalf of the Fund, will pay Invesco Investment Services a fee per trade executed, to be billed monthly, plus certain out-of-pocket expenses. In addition, all fees payable by Invesco Investment Services or its affiliates to third party intermediaries who service accounts pursuant to sub-transfer agency, omnibus account services and sub-accounting agreements are charged back to the Fund, subject to certain limitations approved by the Board of the Trust. These payments are made in consideration of services that would otherwise be provided by Invesco Investment Services if the accounts serviced by such intermediaries were serviced by Invesco Investment Services directly. For more information regarding such payments to intermediaries, see the discussion under Sub-Accounting and Networking Support Payments in Appendix G.
Sub-Transfer Agent. Invesco Canada, 5140 Yonge Street, Suite 800, Toronto, Ontario M2N6X7, a wholly owned, indirect subsidiary of Invesco Ltd., provides services to the Trust as a
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sub-transfer agent, pursuant to an agreement between Invesco Canada and Invesco Investment Services. The Trust does not pay a fee to Invesco Canada for these services. Rather Invesco Canada is compensated by Invesco Investment Services, as a sub-contractor.
Custodian . State Street Bank and Trust Company (the Custodian), 225 Franklin Street, Boston, Massachusetts 02110, is custodian of all securities and cash of the Fund. The Bank of New York Mellon , 2 Hanson Place, Brooklyn, New York 11217-1431, also serves as sub-custodian to facilitate cash management.
The custodians are authorized to establish separate accounts in foreign countries and to cause foreign securities owned by the Fund to be held outside the United States in branches of U.S. banks and, to the extent permitted by applicable regulations, in certain foreign banks and securities depositories. Invesco is responsible for selecting eligible foreign securities depositories and for assessing the risks associated with investing in foreign countries, including the risk of using eligible foreign securities depositories in a country. The Custodian is responsible for monitoring eligible foreign securities depositories.
Under its contract with the Trust, the Custodian maintains the portfolio securities of the Fund, administers the purchases and sales of portfolio securities, collects interest and dividends and other distributions made on the securities held in the portfolio of the Fund and performs other ministerial duties. These services do not include any supervisory function over management or provide any protection against any possible depreciation of assets.
Independent Registered Public Accounting Firm . The Funds independent registered public accounting firm is responsible for auditing the financial statements of the Fund. The Audit Committee of the Board has appointed Pricewaterhouse Coopers LLP, 1201 Louisiana Street, Suite 2900, Houston, TX 77002, as the independent registered public accounting firm to audit the financial statements of the Fund. Such appointment was ratified and approved by the Board.
Counsel to the Trust . Legal matters for the Trust have been passed upon by Stradley Ronon Stevens & Young, LLP, 2005 Market Street, Suite 2600, Philadelphia, Pennsylvania 19103-7018.
BROKERAGE ALLOCATION AND OTHER PRACTICES
The Sub-Advisers have adopted compliance procedures that cover, among other items, brokerage allocation and other trading practices. If all or a portion of the Funds assets are managed by one or more Sub-Advisers, the decision to buy and sell securities and broker selection will be made by the Sub-Adviser for the assets it manages. Unless specifically noted, the Sub-Advisers brokerage allocation procedures do not materially differ from Invesco Advisers Inc.s procedures. The same procedures also apply to the Subsidiary.
Placing trades generally involves acting on portfolio manager instructions to buy or sell a specified amount of portfolio securities, including selecting one or more broker-dealers, including affiliated and third-party broker-dealers to execute the trades, and negotiating commissions and spreads. Various Invesco Ltd. subsidiaries have created a global equity trading desk. The global equity trading desk has assigned local traders in six primary trading centers to place equity securities trades in their regions. Invesco Advisers Americas desk, located in Atlanta, Houston and Toronto, generally places trades of equity securities trading in North America, Canada and Latin America; the Hong Kong desk of Invesco Hong Kong (the Hong Kong Desk) generally places trades of equity securities in the Asia-Pacific markets, except Japan and Australia; the Japan trading desk of Invesco Japan generally places trades of equity securities in the Japanese markets; and the London trading desk of Invesco Asset Management Limited (the London Desk) generally places trades of equity securities in European, Middle Eastern and African countries; the Australian desk, located in Sydney and Melbourne, for the execution of orders of equity
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securities trading in the Australian and New Zealand markets and the Taipei desk, located in Taipei, for the execution of orders of securities trading in the Chinese market. Invesco, Invesco Canada, Invesco Australia, Invesco Japan, Invesco Deutschland, Invesco Hong Kong and Invesco Asset Management use the global equity trading desk to place equity trades. Other Sub-Advisers may use the global equity trading desk in the future. The trading procedures for the global trading desks are similar in all material respects.
References in the language below to actions by Invesco Advisers, Inc. or a Sub-Adviser (other than Invesco Canada) or Invesco Japan making determinations or taking actions related to equity trading include these entities delegation of these determinations/actions to the Americas Desk, the Hong Kong Desk, and the London Desk. Even when trading is delegated by Invesco or the Sub-Adviser to the various arms of the global equity trading desk, Invesco or the Sub-Adviser that delegates trading is responsible for oversight of this trading activity.
Invesco or the Sub-Advisers make decisions to buy and sell securities for the Fund, selects broker-dealers (each, a Broker), effects the Funds investment portfolio transactions, allocates brokerage fees in such transactions and, where applicable, negotiates commissions and spreads on transactions. Invescos and the Sub-Advisers primary consideration in effecting a security transaction is to obtain best execution, which is defined as prompt and efficient execution of the transaction at the best obtainable price with payment of commissions, mark-ups or mark-downs which are reasonable in relation to the value of the brokerage services provided by the Broker. While Invesco or the Sub-Advisers seek reasonably competitive commission rates, the Fund may not pay the lowest commission or spread available. See Broker Selection below.
Some of the securities in which the Fund invests are traded in OTC markets. Portfolio transactions in such markets may be effected on a principal basis at net prices without commissions, but which include compensation to the Broker in the form of a mark-up or mark-down, or on an agency basis, which involves the payment of negotiated brokerage commissions to the Broker, including electronic communication networks. Purchases of underwritten issues, which include initial public offerings and secondary offerings, include a commission or concession paid by the issuer (not the Fund) to the underwriter. Purchases of money market instruments may be made directly from issuers without the payment of commissions.
Historically, Invesco and the Sub-Advisers did not negotiate commission rates on stock markets outside the United States. In recent years many overseas stock markets have adopted a system of negotiated rates; however, a number of markets maintain an established schedule of minimum commission rates.
In some cases, Invesco may decide to place trades on a blind principal bid basis, which involves combining all trades for one or more portfolios into a single basket, and generating a description of the characteristics of the basket for provision to potential executing brokers. Based on the trade characteristics information provided by Invesco, these brokers submit bids for executing all of the required trades at the market close price for a specific commission. Invesco generally selects the broker with the lowest bid to execute these trades.
The Fund may engage in certain principal and agency transactions with banks and its affiliates that own 5% or more of the outstanding voting securities of an Invesco Fund, provided the conditions of an exemptive order received by the Invesco Funds from the SEC are met. In addition, the Fund may purchase or sell a security from or to certain other Invesco Funds or other accounts (and may invest in the Affiliated Money Market Funds) provided the Fund follows procedures adopted by the Boards of the various Invesco Funds, including the Trust. These inter-fund transactions do not generate brokerage commissions but may result in custodial fees or taxes or other related expenses.
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Invescos or the Sub-Advisers primary consideration in selecting Brokers to execute portfolio transactions for a Fund is to obtain best execution. In selecting a Broker to execute a portfolio transaction in equity securities for a Fund, Invesco or the Sub-Advisers consider the full range and quality of a Brokers services, including the value of research and/or brokerage services provided, execution capability, commission rate, and willingness to commit capital, anonymity and responsiveness. Invescos and the Sub-Advisers primary consideration when selecting a Broker to execute a portfolio transaction in fixed-income securities for a Fund is the Brokers ability to deliver or sell the relevant fixed-income securities; however, Invesco and the Sub-Advisers will also consider the various factors listed above. In each case, the determinative factor is not the lowest commission or spread available but whether the transaction represents the best qualitative execution for the Fund. Invesco and the Sub-Advisers will not select Brokers based upon their promotion or sale of Fund shares.
In choosing Brokers to execute portfolio transactions for the Fund, Invesco or the Sub-Advisers may select Brokers that are not affiliated with Invesco that provide brokerage and/or research services (Soft Dollar Products) to the Fund and/or the other accounts over which Invesco and its affiliates have investment discretion. Section 28(e) of the Securities Exchange Act of 1934, as amended, provides that Invesco or the Sub-Advisers, under certain circumstances, lawfully may cause an account to pay a higher commission than the lowest available. Under Section 28(e)(1), Invesco or the Sub-Advisers must make a good faith determination that the commissions paid are reasonable in relation to the value of the brokerage and research services provided ... viewed in terms of either that particular transaction or [Invescos or the Sub-Adviser s] overall responsibilities with respect to the accounts as to which [it] exercises investment discretion. The services provided by the Broker also must lawfully and appropriately assist Invesco or the Sub-Adviser in the performance of its investment decision-making responsibilities. Accordingly, the Fund may pay a Broker commissions higher than those available from another Broker in recognition of the Brokers provision of Soft Dollar Products to Invesco or the Sub-Adviser.
Invesco and the Sub-Adviser face a potential conflict of interest when they use client trades to obtain Soft Dollar Products. This conflict exists because Invesco and the Sub-Adviser are able to use the Soft Dollar Products to manage client accounts without paying cash for the Soft Dollar Products, which reduces Invescos or the Sub-Advisers expenses to the extent that Invesco or the Sub-Adviser would have purchased such products had they not been provided by Brokers. Section 28(e) permits Invesco or the Sub-Adviser to use Soft Dollar Products for the benefit of any account it manages. Certain Invesco-managed accounts (or accounts managed by the Sub-Adviser) may generate soft dollars used to purchase Soft Dollar Products that ultimately benefit other Invesco Advisers, Inc.-managed accounts (or Sub-Adviser-managed accounts), effectively cross subsidizing the other Invesco-managed accounts (or the other Sub-Adviser-managed accounts) that benefit directly from the product. Invesco or the Sub-Adviser may not use all of the Soft Dollar Products provided by Brokers through which a Fund effects securities transactions in connection with managing the Fund whose trades generated the soft dollars used to purchase such products.
Invesco presently engages in the following instances of cross-subsidization:
Fixed-income funds normally do not generate soft dollar commissions to pay for Soft Dollar Products. Therefore, soft dollar commissions used to pay for Soft Dollar Products which are used to manage certain fixed-income Invesco Funds are generated entirely by equity Invesco Funds and other equity client accounts managed by Invesco. In other words, certain fixed-income Invesco Funds are cross-subsidized by the equity Invesco Funds in that the fixed-income Invesco Funds receive the benefit of Soft Dollar Products services for which they do not pay. Similarly, other accounts managed by Invesco or certain of its affiliates may benefit from Soft Dollar Products services for which they do not pay.
Invesco and the Sub-Advisers attempt to reduce or eliminate the potential conflicts of interest concerning the use of Soft Dollar Products by directing client trades for Soft Dollar Products only if
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Invesco or the Sub-Advisers concludes that the Broker supplying the product is capable of providing best execution.
Certain Soft Dollar Products may be available directly from a vendor on a hard dollar basis; other Soft Dollar Products are available only through Brokers in exchange for soft dollars. Invesco and the Sub-Adviser use soft dollars to purchase two types of Soft Dollar Products:
| proprietary research created by the Broker executing the trade, and |
| other products created by third parties that are supplied to Invesco or the Sub-Adviser through the Broker executing the trade. |
Proprietary research consists primarily of traditional research reports, recommendations and similar materials produced by the in-house research staffs of broker-dealer firms. This research includes evaluations and recommendations of specific companies or industry groups, as well as analyses of general economic and market conditions and trends, market data, contacts and other related information and assistance. Invesco periodically rates the quality of proprietary research produced by various Brokers. Based on the evaluation of the quality of information that Invesco receives from each Broker, Invesco develops an estimate of each Brokers share of Invesco clients commission dollars and attempts to direct trades to these firms to meet these estimates.
Invesco and the Sub-Advisers also use soft dollars to acquire products from third parties that are supplied to Invesco or the Sub-Advisers through Brokers executing the trades or other Brokers who step in to a transaction and receive a portion of the brokerage commission for the trade. Invesco or the Sub-Advisers may from time to time instruct the executing Broker to allocate or step out a portion of a transaction to another Broker. The Broker to which Invesco or the Sub-Advisers have stepped out would then settle and complete the designated portion of the transaction, and the executing Broker would settle and complete the remaining portion of the transaction that has not been stepped out. Each Broker may receive a commission or brokerage fee with respect to that portion of the transaction that it settles and completes.
Soft Dollar Products received from Brokers supplement Invescos and or the Sub-Advisers own research (and the research of certain of its affiliates), and may include the following types of products and services:
| Database Services comprehensive databases containing current and/or historical information on companies and industries and indices. Examples include historical securities prices, earnings estimates and financial data. These services may include software tools that allow the user to search the database or to prepare value-added analyses related to the investment process (such as forecasts and models used in the portfolio management process). |
| Quotation/Trading/News Systems products that provide real time market data information, such as pricing of individual securities and information on current trading, as well as a variety of news services. |
| Economic Data/Forecasting Tools various macro economic forecasting tools, such as economic data or currency and political forecasts for various countries or regions. |
| Quantitative/Technical Analysis software tools that assist in quantitative and technical analysis of investment data. |
| Fundamental/Industry Analysis industry specific fundamental investment research. |
| Fixed-Income Security Analysis data and analytical tools that pertain specifically to fixed-income securities. These tools assist in creating financial models, such as cash flow projections and interest rate sensitivity analyses, which are relevant to fixed-income securities. |
| Other Specialized Tools other specialized products, such as consulting analyses, access to industry experts, and distinct investment expertise such as forensic accounting or custom built investment-analysis software. |
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If Invesco or the Sub-Advisers determines that any service or product has a mixed use (i.e., it also serves functions that do not assist the investment decision-making or trading process), Invesco or the Sub-Advisers will allocate the costs of such service or product accordingly in its reasonable discretion. Invesco or the Sub-Advisers will allocate brokerage commissions to Brokers only for the portion of the service or product that Invesco or the Sub-Advisers determine assists it in the investment decision-making or trading process and will pay for the remaining value of the product or service in cash.
Outside research assistance is useful to Invesco or the Sub-Advisers because the Brokers used by Invesco or the Sub-Advisers tend to provide more in-depth analysis of a broader universe of securities and other matters than Invescos or the Sub-Advisers staff follows. In addition, such services provide Invesco or the Sub-Advisers with a diverse perspective on financial markets. Some Brokers may indicate that the provision of research services is dependent upon the generation of certain specified levels of commissions and underwriting concessions by Invescos or the Sub-Advisers clients, including the Fund. However, the Fund is not under any obligation to deal with any Broker in the execution of transactions in portfolio securities. In some cases, Soft Dollar Products are available only from the Broker providing them. In other cases, Soft Dollar Products may be obtainable from alternative sources in return for cash payments. Invesco and the Sub-Advisers believe that because Broker research supplements rather than replaces Invescos or the Sub-Advisers research, the receipt of such research tends to improve the quality of Invescos or the Sub-Advisers investment advice. The advisory fee paid by the Fund is not reduced because Invesco or the Sub-Advisers receive such services. To the extent the Funds portfolio transactions are used to obtain Soft Dollar Products, the brokerage commissions obtained by the Fund might exceed those that might otherwise have been paid.
Invesco or the Sub-Advisers may determine target levels of brokerage business with various Brokers on behalf of its clients (including the Fund) over a certain time period. Invesco determines target levels based upon the following factors, among others: (1) the execution services provided by the Broker; and (2) the research services provided by the Broker. Portfolio transactions may be effected through Brokers that recommend the Fund to their clients, or that act as agent in the purchase of the Funds shares for their clients, provided that Invesco or the Sub-Advisers believe such Brokers provide best execution and such transactions are executed in compliance with Invescos policy against using directed brokerage to compensate Brokers for promoting or selling Invesco Fund shares. Invesco and the Sub-Advisers will not enter into a binding commitment with Brokers to place trades with such Brokers involving brokerage commissions in precise amounts.
Affiliated Transactions
Invesco may place trades with Invesco Capital Markets, Inc. (ICMI), a broker-dealer with whom it is under common control, provided Invesco determines that the affiliates trade execution abilities and costs are at least comparable to those of non-affiliated brokerage firms with which Invesco could otherwise place similar trades. ICMI receives brokerage commissions in connection with effecting trades for the Fund and, therefore, use of ICMI presents a conflict of interest for Invesco. Trades placed through ICMI, including the brokerage commissions paid to ICMI, are subject to procedures adopted by the Boards of the various Invesco Funds, including the Trust.
Allocation of Portfolio Transactions
Invesco and the Sub-Advisers manage numerous Invesco Funds and other accounts. Some of these accounts may have investment objectives similar to the Fund. Occasionally, identical securities will be appropriate for investment by the Fund and by another Invesco Fund or one or more other accounts. However, the position of each account in the same security and the length of time that each account may hold its investment in the same security may vary. Invesco and the Sub-Advisers will also determine the timing and amount of purchases for an account based on its cash position. If the purchase or sale of securities is consistent with the investment policies of the Fund(s) and one or more other accounts, and is considered at or about the same time, Invesco or the Sub-Advisers will allocate transactions in such
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securities among the Fund(s) and these accounts on a pro rata basis based on order size or in such other manner believed by Invesco to be fair and equitable. Invesco or the Sub-Advisers may combine transactions in accordance with applicable laws and regulations to obtain the most favorable execution. Simultaneous transactions could, however, adversely affect a Funds ability to obtain or dispose of the full amount of a security which it seeks to purchase or sell.
Allocation of Initial Public Offering (IPO) Transactions
Certain of the Invesco Funds or other accounts managed by Invesco may become interested in participating in IPOs. Purchases of IPOs by one Invesco Fund or other accounts may also be considered for purchase by one or more other Invesco Funds or accounts. Invesco combines indications of interest for IPOs for all Invesco Funds and accounts participating in purchase transactions for that IPO. When the full amount of all IPO orders for such Invesco Funds and accounts cannot be filled completely, Invesco shall allocate such transactions in accordance with the following procedures:
Invesco or the Sub-Advisers may determine the eligibility of each Invesco Fund and account that seeks to participate in a particular IPO by reviewing a number of factors, including market capitalization/liquidity suitability and sector/style suitability of the investment with the Invesco Funds or accounts investment objective, policies, strategies and current holdings. Invesco will allocate securities issued in IPOs to eligible Invesco Funds and accounts on a pro rata basis based on order size.
Invesco Canada, Invesco Australia, Invesco Hong Kong and Invesco Japan allocate IPOs on a pro rata basis based on size of order or in such other manner which they believe is fair and equitable.
Invesco Asset Management allocates IPOs on a pro rata basis based on account size or in such other manner believed by Invesco Asset Management to be fair and equitable.
Invesco Deutschland and Invesco Senior Secured do not subscribe to IPOs.
PURCHASE, REDEMPTION AND PRICING OF SHARES
Please refer to Appendix G for information on Purchase, Redemption and Pricing of Shares.
The following discussion of dividends and distributions should be read in connection with the applicable sections in the Prospectus.
All dividends and distributions will be automatically reinvested in additional shares of the same class of the Fund unless the shareholder has requested in writing to receive such dividends and distributions in cash or that they be invested in shares of another Invesco Fund, subject to the terms and conditions set forth in the Prospectus under the caption Purchasing Shares Automatic Dividend and Distribution Investment. Such dividends and distributions will be reinvested at the net asset value per share determined on the ex-dividend date.
The Fund calculates income dividends and capital gain distributions the same way for each class. The amount of any income dividends per share will differ, however, generally due to any differences in the distribution and service (Rule 12b-1) fees applicable to the classes, as well as any other expenses attributable to a particular class (Class Expenses). Class Expenses, including distribution plan expenses, must be allocated to the class for which they are incurred consistent with applicable legal principles under the 1940 Act.
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The following is a summary of certain additional tax considerations generally affecting the Fund and its shareholders that are not described in the Prospectus. No attempt is made to present a detailed explanation of the tax treatment of the Fund or its shareholders, and the discussion here and in the Prospectus is not intended as a substitute for careful tax planning.
This Tax Matters section is based on the Internal Revenue Code (Code) and applicable regulations in effect on the date of this SAI. Future legislative, regulatory or administrative changes, including provisions of current law that sunset and thereafter no longer apply, or court decisions may significantly change the tax rules applicable to the Fund and its shareholders. Any of these changes or court decisions may have a retroactive effect.
This is for general information only and not tax advice. All investors should consult their own tax advisors as to the federal, state, local and foreign tax provisions applicable to them.
Taxation of the Fund. The Fund has elected and intends to qualify (or, if newly organized, intends to elect and qualify) each year as a regulated investment company (sometimes referred to as a regulated investment company, RIC or fund) under Subchapter M of the Code. If the Fund qualifies, the Fund will not be subject to federal income tax on the portion of its investment company taxable income (i.e., generally, taxable interest, dividends, net short-term capital gains and other taxable ordinary income net of expenses without regard to the deduction for dividends paid) and net capital gain (i.e., the excess of net long-term capital gains over net short-term capital losses) that it distributes to shareholders.
Qualification as a regulated investment company . In order to qualify for treatment as a regulated investment company, the Fund must satisfy the following requirements:
| 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 or 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. |
In some circumstances, the character and timing of income realized by the Fund for purposes of the Income Requirement or the identification of the issuer for purposes of the Asset Diversification Test is uncertain under current law with respect to a particular investment, and an adverse determination or future guidance by the IRS with respect to such type of investment may adversely affect the Funds ability
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to satisfy these requirements. See Tax Treatment of Portfolio Transactions with respect to the application of these requirements to certain types of investments. In other circumstances, the Fund may be required to sell portfolio holdings in order to meet the Income Requirement, Distribution Requirement, or Asset Diversification Test, which may have a negative impact on the Funds income and performance. In lieu of potential disqualification, the Fund is permitted to pay a tax for certain failures to satisfy the Asset Diversification Test or Income Requirement, which, in general, are limited to those due to reasonable cause and not willful neglect.
The Fund may use equalization accounting (in lieu of making some cash distributions) in determining the portion of its income and gains that has been distributed. If the Fund uses equalization accounting, it will allocate a portion of its undistributed investment company taxable income and net capital gain to redemptions of Fund shares and will correspondingly reduce the amount of such income and gains that it distributes in cash. However, the Fund intends to make cash distributions for each taxable year in an aggregate amount that is sufficient to satisfy the Distribution Requirement without taking into account its use of equalization accounting. If the IRS determines that the Funds allocation is improper and that the Fund has under-distributed its income and gain for any taxable year, the Fund may be liable for federal income and/or excise tax.
If for any taxable year the Fund does not qualify as a regulated investment company, all of its taxable income (including its net capital gain) would be subject to tax at regular corporate rates without any deduction for dividends paid to shareholders, and the dividends would be taxable to the shareholders as ordinary income (or possibly as qualified dividend income) to the extent of the Funds current and accumulated earnings and profits. Failure to qualify as a regulated investment company thus would have a negative impact on the Funds income and performance. Subject to savings provisions for certain inadvertent failures to satisfy the Income Requirement or Asset Diversification Test which, in general, are limited to those due to reasonable cause and not willful neglect, it is possible that the Fund will not qualify as a regulated investment company in any given tax year. Even if such savings provisions apply, the Fund may be subject to a monetary sanction of $50,000 or more. Moreover, the Board reserves the right not to maintain the qualification of the Fund as a regulated investment company if it determines such a course of action to be beneficial to shareholders.
Portfolio turnover. For investors that hold their Fund shares in a taxable account, a high portfolio turnover rate (except in a money market fund that maintains a stable net asset value) may result in higher taxes. This is because a fund with a high turnover rate may accelerate the recognition of capital gains and more of such gains are likely to be taxable as short-term rather than long-term capital gains in contrast to a comparable fund with a low turnover rate. Any such higher taxes would reduce the Funds after-tax performance. See Taxation of Fund Distributions Capital gain dividends below. For non-U.S. investors, any such acceleration of the recognition of capital gains that results in more short-term and less long-term capital gains being recognized by the Fund may cause such investors to be subject to increased U.S. withholding taxes. See, Foreign Shareholders U.S. withholding tax at the source below.
Capital loss carryovers . The capital losses of the Fund, if any, do not flow through to shareholders. Rather, the Fund may use its capital losses, subject to applicable limitations, to offset its capital gains without being required to pay taxes on or distribute to shareholders such gains that are offset by the losses. If the Fund has a net capital loss (that is, capital losses in excess of capital gains), the excess (if any) of the Funds net short-term capital losses over its net long-term capital gains is treated as a short-term capital loss arising on the first day of the Funds next taxable year, and the excess (if any) of the Funds net long-term capital losses over its net short-term capital gains is treated as a long-term capital loss arising on the first day of the Funds next taxable year. Any such net capital losses of the Fund that are not used to offset capital gains may be carried forward indefinitely to reduce any future capital gains realized by the Fund in succeeding taxable years. The amount of capital losses that can be carried forward and used in any single year is subject to an annual limitation if there is a more than 50% change in ownership of the Fund. An ownership change generally results when shareholders owning 5% or
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more of the Fund increase their aggregate holdings by more than 50% over a three-year look-back period. An ownership change could result in capital loss carryovers being used at a slower rate, thereby reducing the Funds ability to offset capital gains with those losses. An increase in the amount of taxable gains distributed to the Funds shareholders could result from an ownership change. The Fund undertakes no obligation to avoid or prevent an ownership change, which can occur in the normal course of shareholder purchases and redemptions or as a result of engaging in a tax-free reorganization with another fund. Moreover, because of circumstances beyond the Funds control, there can be no assurance that the Fund will not experience, or has not already experienced, an ownership change.
Deferral of late year losses . The Fund may elect to treat part or all of any qualified late year loss as if it had been incurred in the succeeding taxable year in determining the Funds taxable income, net capital gain, net short-term capital gain, and earnings and profits. The effect of this election is to treat any such qualified late year loss as if it had been incurred in the succeeding taxable year , which may change the timing, amount, or characterization of Fund distributions (see, Taxation of Fund Distributions Capital gain dividends below). A qualified late year loss includes:
(i) any net capital loss, net long-term capital loss, or net short-term capital loss incurred after October 31 of the current taxable year (post-October losses), and
(ii) the excess, if any, of (1) the sum of (a) specified losses incurred after October 31 of the current taxable year, and (b) other ordinary losses incurred after December 31 of the current taxable year, over (2) the sum of (a) specified gains incurred as of October 31 of the current taxable year, and (b) other ordinary gains incurred as of December 31 of the current taxable year.
The terms specified losses and specified gains mean ordinary losses and gains from the sale, exchange, or other disposition of property (including the termination of a position with respect to such property), foreign currency losses and gains, and losses and gains resulting from holding stock in a passive foreign investment company (PFIC) for which a mark-to-market election is in effect. The terms ordinary losses and ordinary gains mean other ordinary losses and gains that are not described in the preceding sentence.
Special rules apply to a fund with a fiscal year ending in November or December that elects to use its taxable year for determining its capital gain net income for excise tax purposes.
Undistributed capital gains . The Fund may retain or distribute to shareholders its net capital gain for each taxable year. The Fund currently intends to distribute net capital gains. If the Fund elects to retain its net capital gain, the Fund will be taxed thereon (except to the extent of any available capital loss carryovers) at the highest corporate tax rate (currently 35%). If the Fund elects to retain its net capital gain, it is expected that the Fund also will elect to have shareholders treated as if each received a distribution of its pro rata share of such gain, with the result that each shareholder will be required to report its pro rata share of such gain on its tax return as long-term capital gain, will receive a refundable tax credit for its pro rata share of tax paid by the Fund on the gain and will increase the tax basis for its shares by an amount equal to the deemed distribution less the tax credit.
Asset allocation funds . If the Fund is a fund of funds, asset allocation fund, or a feeder fund in a master-feeder structure (collectively referred to as a fund of funds which invests in one or more underlying funds taxable as regulated investment companies) distributions by the underlying funds, redemptions of shares in the underlying funds and changes in asset allocations may result in taxable distributions to shareholders of ordinary income or capital gains. A fund of funds (other than a feeder fund in a master-feeder structure) generally will not be able currently to offset gains realized by one underlying fund in which the fund of funds invests against losses realized by another underlying fund. If shares of an underlying fund are purchased within 30 days before or after redeeming at a loss other shares of that underlying fund (whether pursuant to a rebalancing of the Funds portfolio or otherwise), all or a part of the loss will not be deductible by the Fund and instead will increase its basis for the newly
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purchased shares. Also, except with respect to a qualified fund of funds, a fund of funds (a) is not eligible to pass-through to shareholders foreign tax credits from an underlying fund that pays foreign income taxes and (b) is not eligible to pass-through to shareholders exempt-interest dividends from an underlying fund. A qualified fund of funds, i.e. a fund at least 50 percent of the value of the total assets of which (at the close of each quarter of the taxable year) is represented by interests in other RICs, is eligible to pass-through to shareholders (a) foreign tax credits and (b) exempt-interest dividends. Also a fund of funds, whether or not it is a qualified fund of funds, is eligible to pass-through to shareholders qualified dividends earned by an underlying fund (see, Taxation of Fund Distributions Qualified dividend income for individuals and Corporate dividends received deduction below). However, dividends paid to shareholders by a fund of funds from interest earned by an underlying fund on U.S. Government obligations are unlikely to be exempt from state and local income tax.
Federal excise tax . To avoid a 4% non-deductible excise tax, the Fund must distribute by December 31 of each year an amount equal to at least: (1) 98% of its ordinary income for the calendar year, (2) 98.2% of capital gain net income (the excess of the gains from sales or exchanges of capital assets over the losses from such sales or exchanges) for the one-year period ended on October 31 of such calendar year (or, at the election of a regulated investment company having a taxable year ending November 30 or December 31, for its taxable year), and (3) any prior year undistributed ordinary income and capital gain net income. The Fund may elect to defer to the following year any net ordinary loss incurred for the portion of the calendar year which is after the beginning of the Funds taxable year. Also, the Fund will defer any specified gain or specified loss which would be properly taken into account for the portion of the calendar after October 31. Any net ordinary loss, specified gain, or specified loss deferred shall be treated as arising on January 1 of the following calendar year. Generally, the Fund may make sufficient distributions to avoid liability for federal income and excise tax, but can give no assurances that all or a portion of such liability will be avoided. In addition, under certain circumstances temporary timing or permanent differences in the realization of income and expense for book and tax purposes can result in the Fund having to pay an excise tax.
Foreign income tax . Investment income received by the Fund from sources within foreign countries may be subject to foreign income tax withheld at the source, and the amount of tax withheld generally will be treated as an expense of the Fund. The United States has entered into tax treaties with many foreign countries that entitle the Fund to a reduced rate of, or exemption from, tax on such income. Some countries require the filing of a tax reclaim or other forms to receive the benefit of the reduced tax rate; whether or when the Fund will receive the tax reclaim is within the control of the individual country. Information required on these forms may not be available such as shareholder information; therefore, the Fund may not receive the reduced treaty rates or potential reclaims. Other countries have conflicting and changing instructions and restrictive timing requirements which may cause the Fund not to receive the reduced treaty rates or potential reclaims. Other countries may subject capital gains realized by the Fund on sale or disposition of securities of that country to taxation. It is impossible to determine the effective rate of foreign tax in advance since the amount of the Funds assets to be invested in various countries is not known. Under certain circumstances, the Fund may elect to pass-through foreign tax credits to shareholders, although it reserves the right not to do so.
Taxation of Fund Distributions. The Fund anticipates distributing substantially all of its investment company taxable income and net capital gain for each taxable year. Distributions by the Fund will be treated in the manner described regardless of whether such distributions are paid in cash or reinvested in additional shares of the Fund (or of another Fund). The Fund will send you information annually as to the federal income tax consequences of distributions made (or deemed made) during the year.
Distributions of ordinary income . The Fund receives income generally in the form of dividends and/or interest on its investments. The Fund may also recognize ordinary income from other sources, including, but not limited to, certain gains on foreign currency-related transactions. This income, less expenses incurred in the operation of the 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
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generally are taxable as ordinary income to the extent of the Funds earnings and profits. In the case of a Fund whose strategy includes investing in stocks of corporations, a portion of the income dividends paid to you may be qualified dividends eligible to be taxed at reduced rates.
Capital gain dividends . Taxes on distributions of capital gains are determined by how long the Fund owned the investments that generated them, rather than how long a shareholder has owned his or her shares. In general, the Fund will recognize long-term capital gain or loss on the sale or other disposition of assets it has owned for more than one year, and short-term capital gain or loss on investments it has owned for one year or less. Distributions of net capital gain (the excess of net long-term capital gain over net short-term capital loss) that are properly reported by the Fund to shareholders as capital gain dividends generally will be taxable to a shareholder receiving such distributions as long-term capital gain. Long-term capital gain rates applicable to individuals are taxed at the maximum rate of 15% (20% for certain high income taxpayers) or 25% depending on the nature of the capital gain. Distributions of net short-term capital gains for a taxable year in excess of net long-term capital losses for such taxable year generally will be taxable to a shareholder receiving such distributions as ordinary income.
Qualified dividend income for individuals . Ordinary income dividends reported by the Fund to shareholders as derived from qualified dividend income will be taxed in the hands of individuals and other noncorporate shareholders at the rates applicable to long-term capital gain. Qualified dividend income means dividends paid to the Fund (a) by domestic corporations, (b) by foreign corporations that are either (i) incorporated in a possession of the United States, or (ii) are eligible for benefits under certain income tax treaties with the United States that include an exchange of information program, or (c) with respect to stock of a foreign corporation that is readily tradable on an established securities market in the United States. Both the Fund and the investor must meet certain holding period requirements to qualify Fund dividends for this treatment. Income derived from investments in derivatives, fixed-income securities, U.S. REITs, PFICs, and income received in lieu of dividends in a securities lending transaction generally is not eligible for treatment as qualified dividend income. If the qualifying dividend income received by the Fund is equal to 95% (or a greater percentage) of the Funds gross income (exclusive of net capital gain) in any taxable year, all of the ordinary income dividends paid by the Fund will be qualifying dividend income.
Corporate dividends received deduction . Ordinary income dividends reported by the Fund to shareholders as derived from qualified dividends from domestic corporations will qualify for the 70% dividends received deduction generally available to corporations. The availability of the dividends-received deduction is subject to certain holding period and debt financing restrictions imposed under the Code on the corporation claiming the deduction. Income derived by the Fund from investments in derivatives, fixed-income and foreign securities generally is not eligible for this treatment.
Return of capital distributions . Distributions by the Fund that are not paid from earnings and profits will be treated as a return of capital to the extent of (and in reduction of) the shareholders tax basis in his shares; any excess will be treated as gain from the sale of his shares. Thus, the portion of a distribution that constitutes a return of capital will decrease the shareholders tax basis in his Fund shares (but not below zero), and will result in an increase in the amount of gain (or decrease in the amount of loss) that will be recognized by the shareholder for tax purposes on the later sale of such Fund shares. Return of capital distributions can occur for a number of reasons including, among others, the Fund overestimates the income to be received from certain investments such as those classified as partnerships or equity REITs. See Tax Treatment of Portfolio Transactions Investments in U.S. REITs.
Impact of realized but undistributed income and gains, and net unrealized appreciation of portfolio securities . At the time of your purchase of shares (except in a money market fund that maintains a stable net asset value), the Funds net asset value may reflect undistributed income, undistributed capital gains, or net unrealized appreciation of portfolio securities held by the Fund. A subsequent distribution to you of such amounts, although constituting a return of your investment, would be taxable and would be taxed as
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either ordinary income (some portion of which may be taxed as qualified dividend income) or capital gain unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account. The Fund may be able to reduce the amount of such distributions by utilizing its capital loss carryovers, if any.
Pass-through of foreign tax credits . If more than 50% of the value of the Funds total assets at the end of a fiscal year is invested in foreign securities, or if the Fund is a qualified fund of funds (i.e. a fund at least 50 percent of the value of the total assets of which, at the close of each quarter of the taxable year, is represented by interests in other RICs), the Fund may elect to pass-through to the Funds shareholders the amount of foreign income tax paid by the Fund (the Foreign Tax Election) in lieu of deducting such amount in determining its investment company taxable income. Pursuant to the Foreign Tax Election, shareholders will be required (i) to include in gross income, even though not actually received, their respective pro-rata shares of the foreign income tax paid by the Fund that are attributable to any distributions they receive; and (ii) either to deduct their pro-rata share of foreign tax in computing their taxable income or to use it (subject to various Code limitations) as a foreign tax credit against federal income tax (but not both). No deduction for foreign tax may be claimed by a noncorporate shareholder who does not itemize deductions or who is subject to the alternative minimum tax. Shareholders may be unable to claim a credit for the full amount of their proportionate shares of the foreign income tax paid by the Fund due to certain limitations that may apply. The Fund reserves the right not to pass-through to its shareholders the amount of foreign income taxes paid by the Fund. Additionally, any foreign tax withheld on payments made in lieu of dividends or interest will not qualify for the pass-through of foreign tax credits to shareholders. See, Tax Treatment of Portfolio Transactions Securities lending below.
Tax credit bonds . If the Fund holds, directly or indirectly, one or more tax credit bonds (including build America bonds, clean renewable energy bonds and qualified tax credit bonds) on one or more applicable dates during a taxable year, the Fund may elect to permit its shareholders to claim a tax credit on their income tax returns equal to each shareholders proportionate share of tax credits from the applicable bonds that otherwise would be allowed to the Fund. In such a case, shareholders must include in gross income (as interest) their proportionate share of the income attributable to their proportionate share of those offsetting tax credits. A shareholders ability to claim a tax credit associated with one or more tax credit bonds may be subject to certain limitations imposed by the Code. Even if the Fund is eligible to pass-through tax credits to shareholders, the Fund may choose not to do so.
U.S. Government interest . Income earned on certain U.S. Government obligations is exempt from state and local personal income taxes if earned directly by you. States also grant tax-free status to dividends paid to you from interest earned on direct obligations of the U.S. Government, subject in some states to minimum investment or reporting requirements that must be met by the Fund. Income on investments by the Fund in certain other obligations, such as repurchase agreements collateralized by U.S. Government obligations, commercial paper and federal agency-backed obligations (e.g., GNMA or FNMA obligations), generally does not qualify for tax-free treatment. The rules on exclusion of this income are different for corporations. If the Fund is a fund of funds, see Taxation of the Fund Asset allocation funds.
Dividends declared in December and paid in January . Ordinarily, shareholders are required to take distributions by the Fund into account in the year in which the distributions are made. However, dividends declared in October, November or December of any year and payable to shareholders of record on a specified date in such a month will be deemed to have been received by the shareholders (and made by the Fund) on December 31 of such calendar year if such dividends are actually paid in January of the following year. Shareholders will be advised annually as to the U.S. federal income tax consequences of distributions made (or deemed made) during the year in accordance with the guidance that has been provided by the IRS.
Medicare tax . A 3.8% Medicare tax is imposed on net investment income earned by certain individuals, estates and trusts. Net investment income, for these purposes, means investment income,
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including ordinary dividends and capital gain distributions received from the Fund and net gains from redemptions or other taxable dispositions of Fund shares, reduced by the deductions properly allocable to such income. In the case of an individual, the tax will be imposed on the lesser of (1) the shareholders net investment income or (2) the amount by which the shareholders modified adjusted gross income exceeds $250,000 (if the shareholder is married and filing jointly or a surviving spouse), $125,000 (if the shareholder is married and filing separately) or $200,000 (in any other case). This Medicare tax, if applicable, is reported by you on, and paid with, your federal income tax return. Net investment income does not include exempt-interest dividends.
Sale or Redemption of Fund Shares. A shareholder will recognize gain or loss on the sale or redemption of shares of the Fund in an amount equal to the difference between the proceeds of the sale or redemption and the shareholders adjusted tax basis in the shares. If you owned your shares as a capital asset, any gain or loss that you realize will be considered capital gain or loss and will be long-term capital gain or loss if the shares were held for longer than one year. Capital losses in any year are deductible only to the extent of capital gains plus, in the case of a noncorporate taxpayer, $3,000 of ordinary income.
Tax basis information . The Fund is required to report to you and the IRS annually on Form 1099-B the cost basis of shares purchased or acquired on or after January 1, 2012 where the cost basis of the shares is known by the Fund (referred to as covered shares) and which are disposed of after that date. However, cost basis reporting is not required for certain shareholders, including shareholders investing in the Fund through a tax-advantaged retirement account, such as a 401(k) plan or an individual retirement account, or shareholders investing in a money market fund that maintains a stable net asset value. When required to report cost basis, the Fund will calculate it using the Funds default method of average cost, unless you instruct the Fund to use a different calculation method. In general, average cost is the total cost basis of all your shares in an account divided by the total number of shares in the account. To determine whether short-term or long-term capital gains taxes apply, the IRS presumes you redeem your oldest shares first.
The IRS permits the use of several methods to determine the cost basis of mutual fund shares. The method used will determine which specific shares are deemed to be sold when there are multiple purchases on different dates at differing share prices, and the entire position is not sold at one time. The Fund does not recommend any particular method of determining cost basis, and the use of other methods may result in more favorable tax consequences for some shareholders. It is important that you consult with your tax advisor to determine which method is best for you and then notify the Fund if you intend to utilize a method other than average cost for covered shares.
In addition to the Funds default method of average cost, other cost basis methods offered by Invesco, which you may elect to apply to covered shares, include:
| First-In, First-Out shares acquired first in the account are the first shares depleted. |
| Last-In, First-Out shares acquired last in the account are the first shares depleted. |
| High Cost shares acquired with the highest cost per share are the first shares depleted. |
| Low Cost shares acquired with the lowest cost per share are the first shares depleted. |
| Loss/Gain Utilization depletes shares with losses before gains, consistent with the objective of minimizing taxes. For shares that yield a loss, shares owned one year or less (short-term) will be depleted ahead of shares owned more than one year (long-term). For gains, long-term shares will be depleted ahead of short-term gains. |
| Specific Lot Identification shareholder selects which lots to deplete at time of each disposition. Transaction amount must be in shares. If insufficient shares are identified at the time of disposition, then a secondary default method of first-in, first-out will be applied. |
You may elect any of the available methods detailed above for your covered shares. If you do not notify the Fund of your elected cost basis method, the default method of average cost will be applied to your covered shares upon redemption. The cost basis for covered shares will be calculated separately
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from any noncovered shares (defined below) you may own. You may change or revoke the use of the average cost method and revert to another cost basis method if you notify the Fund by the date of the first sale, exchange, or other disposition of your covered shares. In addition, you may change to another cost basis method at any time by notifying the Fund, but only for shares acquired after the date of the change (the change is prospective). The basis of the shares that were averaged before the change will remain averaged after the date of the change.
The Fund may also provide Fund shareholders (but not the IRS) with information concerning the average cost basis of their shares purchased prior to January 1, 2012 (noncovered shares) in order to assist you with the calculation of gain or loss from a sale or redemption of noncovered shares. With the exception of the specific lot identification method, Invesco first depletes noncovered shares in first-in, first-out order before applying your elected method to your remaining covered shares. If you want to deplete your shares in a different order then you must elect specific lot identification and choose the lots you wish to deplete first. Shareholders that use the average cost method for noncovered shares must make the election to use the average cost method for these shares on their federal income tax returns in accordance with Treasury regulations. This election for noncovered shares cannot be made by notifying the Fund.
The Fund will compute and report the cost basis of your Fund shares sold or exchanged by taking into account all of the applicable adjustments to cost basis and holding periods as required by the Code and Treasury regulations for purposes of reporting these amounts to you and, in the case of covered shares, to the IRS. However, the Fund is not required to, and in many cases the Fund does not possess the information to, take all possible basis, holding period or other adjustments into account in reporting cost basis information to you. Therefore, shareholders should carefully review the cost basis information provided by the Fund, whether this information is provided pursuant to compliance with cost basis reporting requirements for shares acquired on or after January 1, 2012, or is provided by the Fund as a service to shareholders for shares acquired prior to that date, and make any additional basis, holding period or other adjustments that are required by the Code and Treasury regulations when reporting these amounts on their federal income tax returns. Shareholders remain solely responsible for complying with all federal income tax laws when filing their federal income tax returns.
If you hold your Fund shares through a broker (or other nominee), please contact that broker (nominee) with respect to the reporting of cost basis and available elections for your account. For more information about the cost basis methods offered by Invesco, please refer to the Tax Center located under the Accounts & Services menu of our website at www.invesco.com/us.
Wash sale rule . All or a portion of any loss so recognized may be deferred under the wash sale rules if the shareholder purchases other shares of the Fund within 30 days before or after the sale or redemption.
Sales at a loss within six months of purchase . Any capital loss arising from the sale or redemption of shares held for six months or less will be treated as a long-term capital loss to the extent of the amount of capital gain dividends received on such shares.
Deferral of basis any class that bears a front-end sales load . If a shareholder (a) incurs a sales load in acquiring shares of the Fund, (b) disposes of such shares less than 91 days after they are acquired, and (c) subsequently acquires shares of the Fund or another Fund by January 31 of the calendar year following the calendar year in which the disposition of the original shares occurred at a reduced sales load pursuant to a right to reinvest at such reduced sales load acquired in connection with the acquisition of the shares disposed of, then the sales load on the shares disposed of (to the extent of the reduction in the sales load on the shares subsequently acquired) shall not be taken into account in determining gain or loss on the shares disposed of, but shall be treated as incurred on the acquisition of the shares subsequently acquired. The wash sale rules may also limit the amount of loss that may be taken into account on disposition after such adjustment.
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Conversion of shares of the Fund into other shares of the same Fund. 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. Shareholders should consult their tax advisors regarding the state and local tax consequences of a conversion of shares.
Exchange of shares of the Fund for shares of another Fund . The exchange of shares in one Fund for shares of another Fund is taxable for federal income tax purposes and the exchange will be reported as a taxable 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. Shareholders should consult their tax advisors regarding the state and local tax consequences of an exchange of shares.
Reportable transactions. Under Treasury regulations, if a shareholder recognizes a loss with respect to the Funds shares of $2 million or more for an individual shareholder or $10 million or more for a corporate shareholder (or certain greater amounts over a combination of years), the shareholder must file with the IRS a disclosure statement on Form 8886. The fact that a loss is reportable under these regulations does not affect the legal determination of whether the taxpayers treatment of the loss is proper. Shareholders should consult their tax advisors to determine the applicability of these regulations in light of their individual circumstances.
Tax Treatment of Portfolio Transactions . Set forth below is a general description of the tax treatment of certain types of securities, investment techniques and transactions that may apply to a fund. This section should be read in conjunction with the discussion under Description of the Funds and their Investments and Risks Investment Strategies and Risks for a detailed description of the various types of securities and investment techniques that apply to the Fund.
In general . In general, gain or loss recognized by a fund on the sale or other disposition of portfolio investments will be a capital gain or loss. Such capital gain and loss may be long-term or short-term depending, in general, upon the length of time a particular investment position is maintained and, in some cases, upon the nature of the transaction. Property held for more than one year generally will be eligible for long-term capital gain or loss treatment. The application of certain rules described below may serve to alter the manner in which the holding period for a security is determined or may otherwise affect the characterization as long-term or short-term, and also the timing of the realization and/or character, of certain gains or losses.
Certain fixed-income investments . Gain recognized on the disposition of a debt obligation purchased by a fund at a market discount (generally, at a price less than its principal amount) will be treated as ordinary income to the extent of the portion of the market discount that accrued during the period of time the fund held the debt obligation unless the fund made a current inclusion election to accrue market discount into income as it accrues. If a fund purchases a debt obligation (such as a zero coupon security or pay-in-kind security) that was originally issued at a discount, the fund generally is required to include in gross income each year the portion of the original issue discount that accrues during such year. Therefore, a funds investment in such securities may cause the fund to recognize income and make distributions to shareholders before it receives any cash payments on the securities. To generate cash to satisfy those distribution requirements, a fund may have to sell portfolio securities that it otherwise might have continued to hold or to use cash flows from other sources such as the sale of fund shares.
Investments in debt obligations that are at risk of or in default present tax issues for a fund. Tax rules are not entirely clear about issues such as whether and to what extent a fund should recognize market discount on a debt obligation, when a fund may cease to accrue interest, original issue discount or market discount, when and to what extent a fund may take deductions for bad debts or worthless securities and how a fund should allocate payments received on obligations in default between principal
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and income. These and other related issues will be addressed by a fund in order to ensure that it distributes sufficient income to preserve its status as a regulated investment company.
Options, futures, forward contracts, swap agreements and hedging transactions . In general, option premiums received by a fund are not immediately included in the income of the fund. Instead, the premiums are recognized when the option contract expires, the option is exercised by the holder, or the fund transfers or otherwise terminates the option (e.g., through a closing transaction). If an option written by a fund is exercised and the fund sells or delivers the underlying stock, the fund generally will recognize capital gain or loss equal to (a) the sum of the strike price and the option premium received by the fund minus (b) the funds basis in the stock. Such gain or loss generally will be short-term or long-term depending upon the holding period of the underlying stock. If securities are purchased by a fund pursuant to the exercise of a put option written by it, the fund generally will subtract the premium received from its cost basis in the securities purchased. The gain or loss with respect to any termination of a funds obligation under an option other than through the exercise of the option and related sale or delivery of the underlying stock generally will be short-term gain or loss depending on whether the premium income received by the fund is greater or less than the amount paid by the fund (if any) in terminating the transaction. Thus, for example, if an option written by a fund expires unexercised, the fund generally will recognize short-term gain equal to the premium received.
The tax treatment of certain futures contracts entered into by a fund as well as listed non-equity options written or purchased by the fund on U.S. exchanges (including options on futures contracts, broad-based equity indices and debt securities) may be governed by section 1256 of the Code (section 1256 contracts). Gains or losses on section 1256 contracts generally are considered 60% long-term and 40% short-term capital gains or losses (60/40), although certain foreign currency gains and losses from such contracts may be treated as ordinary in character. Also, any section 1256 contracts held by a fund at the end of each taxable year (and, for purposes of the 4% excise tax, on certain other dates as prescribed under the Code) are marked-to-market with the result that unrealized gains or losses are treated as though they were realized and the resulting gain or loss is treated as ordinary or 60/40 gain or loss, as applicable. Section 1256 contracts do not include any interest rate swap, currency swap, basis swap, interest rate cap, interest rate floor, commodity swap, equity swap, equity index swap, credit default swap, or similar agreement.
In addition to the special rules described above in respect of options and futures transactions, a funds transactions in other derivative instruments (including options, forward contracts and swap agreements) as well as its other hedging, short sale, or similar transactions, may be subject to one or more special tax rules (including the constructive sale, notional principal contract, straddle, wash sale and short sale rules). These rules may affect whether gains and losses recognized by a fund are treated as ordinary or capital or as short-term or long-term, accelerate the recognition of income or gains to the fund, defer losses to the fund, and cause adjustments in the holding periods of the funds securities. These rules, therefore, could affect the amount, timing and/or character of distributions to shareholders. Moreover, because the tax rules applicable to derivative financial instruments are in some cases uncertain under current law, an adverse determination or future guidance by the IRS with respect to these rules (which determination or guidance could be retroactive) may affect whether a fund has made sufficient distributions and otherwise satisfied the relevant requirements to maintain its qualification as a regulated investment company and avoid a fund-level tax.
Certain of a funds investments in derivatives and foreign currency-denominated instruments, and the funds transactions in foreign currencies and hedging activities, may produce a difference between its book income and its taxable income. If a funds book income is less than the sum of its taxable income and net tax-exempt income (if any), the fund could be required to make distributions exceeding book income to qualify as a regulated investment company. If a funds book income exceeds the sum of its taxable income and net tax-exempt income (if any), the distribution of any such excess will be treated as (i) a dividend to the extent of the funds remaining earnings and profits (including current earnings and profits arising from tax-exempt income, reduced by related deductions), (ii) thereafter, as a return of
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capital to the extent of the recipients basis in the shares, and (iii) thereafter, as gain from the sale or exchange of a capital asset.
Foreign currency transactions . A funds transactions in foreign currencies, foreign currency-denominated debt obligations and certain foreign currency options, futures contracts and forward contracts (and similar instruments) may give rise to ordinary income or loss to the extent such income or loss results from fluctuations in the value of the foreign currency concerned. This treatment could increase or decrease a funds ordinary income distributions to you, and may cause some or all of the funds previously distributed income to be classified as a return of capital. In certain cases, a fund may make an election to treat such gain or loss as capital.
PFIC investments . A fund may invest in securities of foreign companies that may be classified under the Code as PFICs. In general, a foreign company is classified as a PFIC if at least one-half of its assets constitute investment-type assets or 75% or more of its gross income is investment-type income. When investing in PFIC securities, a fund intends to mark-to-market these securities under certain provisions of the Code and recognize any unrealized gains as ordinary income at the end of the funds fiscal and excise tax years. Deductions for losses are allowable only to the extent of any current or previously recognized gains. These gains (reduced by allowable losses) are treated as ordinary income that a fund is required to distribute, even though it has not sold or received dividends from these securities. You should also be aware that the designation of a foreign security as a PFIC security will cause its income dividends to fall outside of the definition of qualified foreign corporation dividends. These dividends generally will not qualify for the reduced rate of taxation on qualified dividends when distributed to you by a fund. Foreign companies are not required to identify themselves as PFICs. Due to various complexities in identifying PFICs, a fund can give no assurances that it will be able to identify portfolio securities in foreign corporations that are PFICs in time for the fund to make a mark-to-market election. If a fund is unable to identify an investment as a PFIC and thus does not make a mark-to-market election, the fund may be subject to U.S. federal income tax on a portion of any excess distribution or gain from the disposition of such shares even if such income is distributed as a taxable dividend by the fund to its shareholders. Additional charges in the nature of interest may be imposed on a fund in respect of deferred taxes arising from such distributions or gains.
Investments in non-U.S. REITs . While non-U.S. REITs often use complex acquisition structures that seek to minimize taxation in the source country, an investment by a fund in a non-U.S. REIT may subject the fund, directly or indirectly, to corporate taxes, withholding taxes, transfer taxes and other indirect taxes in the country in which the real estate acquired by the non-U.S. REIT is located. The funds pro rata share of any such taxes will reduce the funds return on its investment. A funds investment in a non-U.S. REIT may be considered an investment in a PFIC, as discussed above in Tax Treatment of Portfolio Transactions PFIC investments. Additionally, foreign withholding taxes on distributions from the non-U.S. REIT may be reduced or eliminated under certain tax treaties, as discussed above in Taxation of the Fund Foreign income tax. Also, the fund in certain limited circumstances may be required to file an income tax return in the source country and pay tax on any gain realized from its investment in the non-U.S. REIT under rules similar to those in the United States which tax foreign persons on gain realized from dispositions of interests in U.S. real estate .
Investments in U.S. REITs. A U.S. REIT is not subject to federal income tax on the income and gains it distributes to shareholders. Dividends paid by a U.S. REIT, other than capital gain distributions, will be taxable as ordinary income up to the amount of the U.S. REITs current and accumulated earnings and profits. Capital gain dividends paid by a U.S. REIT to a fund will be treated as long-term capital gains by the fund and, in turn, may be distributed by the fund to its shareholders as a capital gain distribution. Because of certain noncash expenses, such as property depreciation, an equity U.S. REITs cash flow may exceed its taxable income. The equity U.S. REIT, and in turn a fund, may distribute this excess cash to shareholders in the form of a return of capital distribution. However, if a U.S. REIT is operated in a manner that fails to qualify as a REIT, an investment in the U.S. REIT would become subject to double taxation, meaning the taxable income of the U.S. REIT would be subject to federal income tax at regular corporate rates without any deduction for dividends paid to shareholders and the dividends would be
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taxable to shareholders as ordinary income (or possibly as qualified dividend income) to the extent of the U.S. REITs current and accumulated earnings and profits. Also, see Tax Treatment of Portfolio Transactions Investment in taxable mortgage pools (excess inclusion income) and Foreign Shareholders U.S. withholding tax at the source with respect to certain other tax aspects of investing in U.S. REITs.
Investment in taxable mortgage pools (excess inclusion income). Under a Notice issued by the IRS, the Code and Treasury regulations to be issued, a portion of a funds income from a U.S. REIT that is attributable to the REITs residual interest in a real estate mortgage investment conduit (REMIC) or equity interests in a taxable mortgage pool (referred to in the Code as an excess inclusion) will be subject to federal income tax in all events. The excess inclusion income of a regulated investment company, such as a fund, will be allocated to shareholders of the regulated investment company in proportion to the dividends received by such shareholders, with the same consequences as if the shareholders held the related REMIC residual interest or, if applicable, taxable mortgage pool directly. In general, excess inclusion income allocated to shareholders (i) cannot be offset by net operating losses (subject to a limited exception for certain thrift institutions), (ii) will constitute unrelated business taxable income (UBTI) to entities (including qualified pension plans, individual retirement accounts, 401(k) plans, Keogh plans or other tax-exempt entities) subject to tax on UBTI, thereby potentially requiring such an entity that is allocated excess inclusion income, and otherwise might not be required to file a tax return, to file a tax return and pay tax on such income, and (iii) in the case of a foreign stockholder, will not qualify for any reduction in U.S. federal withholding tax. In addition, if at any time during any taxable year a disqualified organization (which generally includes certain cooperatives, governmental entities, and tax-exempt organizations not subject to UBTI) is a record holder of a share in a regulated investment company, then the regulated investment company will be subject to a tax equal to that portion of its excess inclusion income for the taxable year that is allocable to the disqualified organization, multiplied by the highest federal income tax rate imposed on corporations. The Notice imposes certain reporting requirements upon regulated investment companies that have excess inclusion income. There can be no assurance that a fund will not allocate to shareholders excess inclusion income.
These rules are potentially applicable to a fund with respect to any income it receives from the equity interests of certain mortgage pooling vehicles, either directly or, as is more likely, through an investment in a U.S. REIT. It is unlikely that these rules will apply to a fund that has a non-REIT strategy.
Investments in partnerships and QPTPs. For purposes of the Income Requirement, income derived by a fund from a partnership that is not a QPTP will be treated as qualifying income only to the extent such income is attributable to items of income of the partnership that would be qualifying income if realized directly by the fund. While the rules are not entirely clear with respect to a fund investing in a partnership outside a master-feeder structure, for purposes of testing whether a fund satisfies the Asset Diversification Test, the fund generally is treated as owning a pro rata share of the underlying assets of a partnership. See Taxation of the Fund Qualification as a regulated investment company. In contrast, different rules apply to a partnership that is a QPTP. A QPTP is a partnership (a) the interests in which are traded on an established securities market, (b) that is treated as a partnership for federal income tax purposes, and (c) that derives less than 90% of its income from sources that satisfy the Income Requirement (e.g., because it invests in commodities). All of the net income derived by a fund from an interest in a QPTP will be treated as qualifying income but the fund may not invest more than 25% of its total assets in one or more QPTPs. However, there can be no assurance that a partnership classified as a QPTP in one year will qualify as a QPTP in the next year. Any such failure to annually qualify as a QPTP might, in turn, cause a fund to fail to qualify as a regulated investment company. Although, in general, the passive loss rules of the Code do not apply to RICs, such rules do apply to a fund with respect to items attributable to an interest in a QPTP. Fund investments in partnerships, including in QPTPs, may result in the funds being subject to state, local or foreign income, franchise or withholding tax liabilities.
Investments in commodities structured notes, corporate subsidiary and certain ETFs . Gains from the disposition of commodities, including precious metals, will neither be considered qualifying
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income for purposes of satisfying the Income Requirement nor qualifying assets for purposes of satisfying the Asset Diversification Test. See Taxation of the Fund Qualification as a regulated investment company. Also, the IRS has issued a revenue ruling which holds that income derived from commodity-linked swaps is not qualifying income for purposes of the Income Requirement. In a subsequent revenue ruling, as well as in a number of follow-on private letter rulings (upon which only the fund that received the private letter ruling may rely), the IRS provides that income from certain alternative investments which create commodity exposure, such as certain commodity-linked or structured notes or a corporate subsidiary that invests in commodities, may be considered qualifying income under the Code. However, as of the date of this SAI, the IRS suspended the issuance of any further private letter rulings in July 2011 pending a review of its position. Should the IRS issue guidance, or Congress enact legislation, that adversely affects the tax treatment of a funds use of commodity-linked notes, or a corporate subsidiary, the fund may no longer be able to utilize commodity-linked notes or a corporate subsidiary to gain commodity exposure. In addition, a fund may gain exposure to commodities through investment in QPTPs such as an exchange-traded fund or ETF that is classified as a partnership and which invests in commodities. Accordingly, the extent to which a fund invests in commodities or commodity-linked derivatives may be limited by the Income Requirement and the Asset Diversification Test, which the fund must continue to satisfy to maintain its status as a regulated investment company. A fund also may be limited in its ability to sell its investments in commodities, commodity-linked derivatives, and certain ETFs or be forced to sell other investments to generate income due to the Income Requirement. If a fund does not appropriately limit such investments or if such investments (or the income earned on such investments) were to be recharacterized for U.S. tax purposes, the fund could fail to qualify as a regulated investment company. In lieu of potential disqualification, a fund is permitted to pay a tax for certain failures to satisfy the Asset Diversification Test or Income Requirement, which, in general, are limited to those due to reasonable cause and not willful neglect.
Securities lending . While securities are loaned out by a fund, the fund generally will receive from the borrower amounts equal to any dividends or interest paid on the borrowed securities. For federal income tax purposes, payments made in lieu of dividends are not considered dividend income. These distributions will neither qualify for the reduced rate of taxation for individuals on qualified dividends nor the 70% dividends received deduction for corporations. Also, any foreign tax withheld on payments made in lieu of dividends or interest will not qualify for the pass-through of foreign tax credits to shareholders. Additionally, in the case of a fund with a strategy of investing in tax-exempt securities, any payments made in lieu of tax-exempt interest will be considered taxable income to the fund, and thus, to the investors, even though such interest may be tax-exempt when paid to the borrower.
Investments in convertible securities. Convertible debt is ordinarily treated as a single property consisting of a pure debt interest until conversion, after which the investment becomes an equity interest. If the security is issued at a premium (i.e., for cash in excess of the face amount payable on retirement), the creditor-holder may amortize the premium over the life of the bond. If the security is issued for cash at a price below its face amount, the creditor-holder must accrue original issue discount in income over the life of the debt. The creditor-holders exercise of the conversion privilege is treated as a nontaxable event. Mandatorily convertible debt (e.g., an exchange-traded note or ETN issued in the form of an unsecured obligation that pays a return based on the performance of a specified market index, exchange currency, or commodity) is often, but not always, treated as a contract to buy or sell the reference property rather than debt. Similarly, convertible preferred stock with a mandatory conversion feature is ordinarily, but not always, treated as equity rather than debt. Dividends received generally are qualified dividend income and eligible for the corporate dividends received deduction. In general, conversion of preferred stock for common stock of the same corporation is tax-free. Conversion of preferred stock for cash is a taxable redemption. Any redemption premium for preferred stock that is redeemable by the issuing company might be required to be amortized under original issue discount principles. Under Code section 305(c), a change in the conversion ratio or conversion price of a convertible security on account of a dividend paid to the issuers other shareholders may result in a deemed distribution of stock to the holders of the convertible security equal to the value of their increased interest in the equity of the issuer. Thus, an increase in the conversion ratio of a convertible security can be treated as a taxable distribution of stock
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to a holder of the convertible security (without a corresponding receipt of cash by the holder) before the holder has converted the security.
Tax Certification and Backup Withholding. Tax certification and backup withholding tax laws may require that you certify your tax information when you become an investor in the Fund. For U.S. citizens and resident aliens, this certification is made on IRS Form W-9. Under these laws, the Fund must withhold a portion of your taxable distributions and sales proceeds unless you:
| 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). |
The Fund also must withhold if the IRS instructs it to do so. When withholding is required, the amount will be 28% of any distributions or proceeds paid. Backup withholding is not an additional tax. Any amounts withheld may be credited against the shareholders U.S. federal income tax liability, provided the appropriate information is furnished to the IRS. Certain payees and payments are exempt from backup withholding and information reporting.
Non-U.S. investors have special U.S. tax certification requirements. See Foreign Shareholders Tax certification and backup withholding.
Foreign Shareholders. Shareholders who, as to the United States, are nonresident alien individuals, foreign trusts or estates, foreign corporations, or foreign partnerships (foreign shareholder), may be subject to U.S. withholding and estate tax and are subject to special U.S. tax certification requirements.
Taxation of a foreign shareholder depends on whether the income from the Fund is effectively connected with a U.S. trade or business carried on by such shareholder.
U.S. withholding tax at the source . If the income from the Fund is not effectively connected with a U.S. trade or business carried on by a foreign shareholder, distributions to such shareholder will be subject to U.S. withholding tax at the rate of 30% (or lower treaty rate) upon the gross amount of the distribution, subject to certain exemptions including those for dividends reported by the Fund to shareholders as:
| exempt-interest dividends paid by the Fund from its net interest income earned on municipal securities; and |
| 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. |
Notwithstanding such exemptions from U.S. withholding at the source, any dividends and distributions of income and capital gains, including the proceeds from the sale of your Fund shares, will be subject to backup withholding at a rate of 28% if you fail to properly certify that you are not a U.S. person.
It is unclear as of the date of this SAI whether Congress will reinstate the exemptions for short-term capital gain dividends and interest-related dividends paid by the Fund from its qualified net interest income from U.S. sources that were effective for distributions with respect to taxable years of the Fund that began before January 1, 2014 or, if reinstated, whether such exemptions would have retroactive effect. However, even if reinstated, the Fund does not intend to utilize such exemptions.
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Foreign shareholders may be subject to U.S. withholding tax at a rate of 30% on the income resulting from an election to pass-through foreign tax credits to shareholders, but may not be able to claim a credit or deduction with respect to the withholding tax for the foreign tax treated as having been paid by them.
Amounts reported by the Fund to shareholders as capital gain dividends that are attributable to certain capital gain dividends received from a U.S. REIT will not be exempt from U.S. federal income tax and may be subject to U.S. withholding tax at the rate of 30% (or lower treaty rate) if the Fund by reason of having a REIT strategy is classified as a qualified investment entity (QIE). If the Fund is so classified, foreign shareholders owning more than 5% of the Funds shares may be treated as realizing gain from the disposition of a U.S. real property interest, causing Fund distributions to be subject to U.S. withholding tax at a rate of 35%, and requiring the filing of a nonresident U.S. income tax return. In addition, if the Fund is classified as a QIE, anti-avoidance rules apply to certain wash sale transactions. Namely, if the Fund is a domestically-controlled QIE and a foreign shareholder disposes of the Funds shares prior to the Fund paying a distribution attributable to the disposition of a U.S. real property interest and the foreign shareholder later acquires an identical stock interest in a wash sale transaction, the foreign shareholder may still be required to pay U.S. tax on the Funds distribution. Also, the sale of shares of the Fund, if classified as a U.S. real property holding corporation, could also be considered a sale of a U.S. real property interest with any resulting gain from such sale being subject to U.S. tax as income effectively connected with a U.S. trade or business. It is currently unclear whether Congress will extend certain rules regarding U.S. real property interests that were in effect prior to January 1, 2014 or what the terms of any such extension would be, including whether such extension would have retroactive effect.
Income effectively connected with a U.S. trade or business . If the income from the Fund is effectively connected with a U.S. trade or business carried on by a foreign shareholder, then ordinary income dividends, capital gain dividends and any gains realized upon the sale or redemption of shares of the Fund will be subject to U.S. federal income tax at the rates applicable to U.S. citizens or domestic corporations and require the filing of a nonresident U.S. income tax return.
Tax certification and backup withholding . Foreign shareholders may have special U.S. tax certification requirements to avoid backup withholding (at a rate of 28%) and, if applicable, to obtain the benefit of any income tax treaty between the foreign shareholders country of residence and the United States. To claim these tax benefits, the foreign shareholder must provide a properly completed Form W-8BEN (or other Form W-8, where applicable, or their substitute forms) to establish his or her status as a non-U.S. investor, to claim beneficial ownership over the assets in the account, and to claim, if applicable, a reduced rate of or exemption from withholding tax under the applicable treaty. A Form W-8BEN provided without a U.S. taxpayer identification number remains in effect for a period of three years beginning on the date that it is signed and ending on the last day of the third succeeding calendar year. However, non-U.S. investors must advise the Fund of any changes of circumstances that would render the information given on the form incorrect, and must then provide a new W-8BEN to avoid the prospective application of backup withholding. Forms W-8BEN with U.S. taxpayer identification numbers remain valid indefinitely, or until the investor has a change of circumstances that renders the form incorrect and necessitates a new form and tax certification. Certain payees and payments are exempt from backup withholding.
Foreign Account Tax Compliance Act (FATCA) . Under FATCA, the Fund will be required to withhold a 30% tax on(a) income dividends paid by the Fund after June 30, 2014, and (b) certain capital gain distributions and the proceeds arising from the sale of Fund shares paid by the Fund after December 31, 2016, to certain foreign entities, referred to as foreign financial institutions (FFI) or non-financial foreign entities (NFFE), that fail to comply (or be deemed compliant) with extensive new reporting and withholding requirements designed to inform the U.S. Department of the Treasury of US-owned foreign
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investment accounts. The FATCA withholding tax generally can be avoided: (a) by an FFI, if it reports certain direct and indirect ownership of foreign financial accounts held by U.S. persons with the FFI and (b) by an NFFE, if it: (i) certifies that it has no substantial U.S. persons as owners or (ii) if it does have such owners, reporting information relating to them. The U.S. Treasury has negotiated intergovernmental agreements (IGA) with certain countries and is in various stages of negotiations with a number of other foreign countries with respect to one or more alternative approaches to implement FATCA; an entity in one of those countries may be required to comply with the terms of an IGA instead of U.S. Treasury regulations.
An FFI can avoid FATCA withholding if it is deemed compliant or by becoming a participating FFI, which requires the FFI to enter into a U.S. tax compliance agreement with the IRS under section 1471(b) of the Code (FFI agreement) under which it agrees to verify, report and disclose certain of its U.S. accountholders and meet certain other specified requirements. The FFI will either report the specified information about the U.S. accounts to the IRS, or, to the government of the FFIs country of residence (pursuant to the terms and conditions of applicable law and an applicable IGA entered into between the U.S. and the FFIs country of residence), which will, in turn, report the specified information to the IRS. An FFI that is resident in a country that has entered into an IGA with the U.S. to implement FATCA will be exempt from FATCA withholding provided that the FFI shareholder and the applicable foreign government comply with the terms of such agreement.
An NFFE that is the beneficial owner of a payment from the Fund can avoid the FATCA withholding tax generally by certifying that it does not have any substantial U.S. owners or by providing the name, address and taxpayer identification number of each substantial U.S. owner. The NFFE will report the information to the Fund or other applicable withholding agent, which will, in turn, report the information to the IRS.
Such foreign shareholders also may fall into certain exempt, excepted or deemed compliant categories as established by U.S. Treasury regulations, IGAs, and other guidance regarding FATCA. An FFI or NFFE that invests in the Fund will need to provide the Fund with documentation properly certifying the entitys status under FATCA in order to avoid FATCA withholding. Non-U.S. investors should consult their own tax advisors regarding the impact of these requirements on their investment in the Fund. The requirements imposed by FATCA are different from, and in addition to, the U.S. tax certification rules to avoid backup withholding described above. Shareholders are urged to consult their tax advisors regarding the application of these requirements to their own situation.
U.S. estate tax . Transfers by gift of shares of the Fund by a foreign shareholder who is a nonresident alien individual will not be subject to U.S. federal gift tax. An individual who, at the time of death, is a foreign shareholder will nevertheless be subject to U.S. federal estate tax with respect to shares at the graduated rates applicable to U.S. citizens and residents, unless a treaty exemption applies. If a treaty exemption is available, a decedents estate may nonetheless need to file a U.S. estate tax return to claim the exemption in order to obtain a U.S. federal transfer certificate. The transfer certificate will identify the property (i.e., Fund shares) as to which the U.S. federal estate tax lien has been released. In the absence of a treaty, there is a $13,000 statutory estate tax credit (equivalent to an estate with assets of $60,000).
Local Tax Considerations. Rules of state and local taxation of ordinary income, qualified dividend income and capital gain dividends may differ from the rules for U.S. federal income taxation described above. Distributions may also be subject to additional state, local and foreign taxes depending on each shareholders particular situation.
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The Trust has entered into a master distribution agreement, as amended, relating to the Fund (the Distribution Agreement) with Invesco Distributors, Inc. (Invesco Distributors), a registered broker-dealer and a wholly owned subsidiary of Invesco Ltd., pursuant to which Invesco Distributors acts as the distributor of shares of the Fund. The address of Invesco Distributors is 11 Greenway Plaza, Suite 1000, Houston, Texas 77046-1173. Certain trustees and officers of the Trust are affiliated with Invesco Distributors. See Management of the Trust. In addition to the Fund, Invesco Distributors serves as distributor to many other mutual funds that are offered to retail investors. The following Distribution of Securities information is about all of the Invesco Funds that offer retail and/or Class R5 or R6 shares. Not all Invesco Funds offer all share classes.
The Distribution Agreement provides Invesco Distributors with the exclusive right to distribute shares of the Fund on a continuous basis directly and through other broker-dealers and other financial intermediaries with whom Invesco Distributors has entered into selected dealer and/or similar agreements. Invesco Distributors has not undertaken to sell any specified number of shares of any classes of the Fund.
Invesco Distributors expects to pay sales commissions from its own resources to dealers and institutions who sell Class C and Class R shares of the Fund at the time of such sales.
Invesco Distributors may pay sales commissions to dealers and institutions who sell Class C shares of the Invesco Funds at the time of such sales. A predecessor of Invesco Distributors paid sales commission to dealers and institutions who sold Class C5 shares of the Invesco Funds at the time of such sales. Payments for Class C shares equal 1.00% of the purchase price of the Class C shares sold by the dealer or institution, consisting of a sales commission of 0.75% of the purchase price of the Class C shares sold plus an advance of the first year service fee of 0.25% for such shares. Invesco Distributors will retain all payments received by it relating to Class C shares for the first year after they are purchased. The portion of the payments to Invesco Distributors under the Class C Plan that constitutes an asset-based sales charge (0.75%) is intended in part to permit Invesco Distributors to recoup a portion of the sales commissions to dealers plus financing costs, if any. After the first full year, Invesco Distributors will make quarterly payments to dealers and institutions based on the average net asset value of Class C shares that are attributable to shareholders for whom the dealers and institutions are designated as dealers of record. These payments will consist of an asset-based sales charge of 0.75% and a service fee of 0.25%.
Invesco Distributors may pay dealers and institutions who sell Class R shares an annual fee of 0.50% of average daily net assets. These payments will consist of an asset-based fee of 0.25% and a service fee of 0.25% and will commence either on the thirteenth month after the first purchase, on accounts on which a dealer concession was paid, or immediately, on accounts on which a dealer concession was not paid. If Invesco Distributors pays a dealer concession, it will retain all payments received by it relating to Class R shares for the first year after they are purchased. Invesco Distributors will make quarterly payments to dealers and institutions based on the average net asset value of Class R shares that are attributable to shareholders for whom the dealers and institutions are designated as dealers of record.
The Trust (on behalf of any class of any Invesco Fund) or Invesco Distributors may terminate the Distribution Agreement on 60 days written notice without penalty. The Distribution Agreement will terminate automatically in the event of its assignment.
Distribution Plans
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The Trust has adopted a distribution plan pursuant to Rule 12b-1 under the 1940 Act for the Class A shares, Class C shares and Class R shares (the Plan).
The Fund, pursuant to its Plan, pays Invesco Distributors compensation at the annual rate, shown immediately below, of the Funds average daily net assets of the applicable class.
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Fund |
Class A | Class C | Class R | |||||||||
Invesco Unconstrained Bond Fund |
0.25 | % | 1.00 | % | 0.05 | % |
The Plan compensates Invesco Distributors for expenses incurred for the purpose of financing any activity that is primarily intended to result in the sale of shares of the Funds. Such activities include, but are not limited to, the following: printing of prospectuses and statements of additional information and reports for other than existing shareholders; overhead; preparation and distribution of advertising material and sales literature; expenses of organizing and conducting sales seminars; supplemental payments to dealers and other institutions such as asset-based sales charges or as payments of service fees under shareholder service arrangements; and costs of administering the Plan.
Payments pursuant to the Plan are subject to any applicable limitations imposed by FINRA rules.
As required by Rule 12b-1, the Plan was approved by the Board, including a majority of the trustees who are not interested persons (as defined in the 1940 Act) of the Trust and who have no direct or indirect financial interest in the operation of the Plan or in any agreements related to the Plan (the Rule 12b-1 Trustees). In approving the Plan in accordance with the requirements of Rule 12b-1, the trustees considered various factors and determined that there is a reasonable likelihood that the Plan would benefit each class of the Fund and its respective shareholders.
The anticipated benefits that may result from the Plan with respect to the Fund and/or the classes of the Fund and its shareholders include but are not limited to the following: (1) rapid account access; (2) relatively predictable flow of cash; and (3) a well-developed, dependable network of shareholder service agents to help to curb sharp fluctuations in rates of redemptions and sales, thereby reducing the chance that an unanticipated increase in net redemptions could adversely affect the performance of the Fund.
Unless terminated earlier in accordance with its terms, the Plan continues from year to year as long as such continuance is specifically approved, in person, at least annually by the Board, including a majority of the Rule 12b-1 Trustees or, with respect to a particular class, by the vote of a majority of the outstanding voting securities of that class.
Any change in the Plan that would increase materially the distribution expenses paid by the applicable class requires shareholder approval; otherwise, the Plan may be amended by the trustees, including a majority of the Rule 12b-1 Trustees, by votes cast in person at a meeting called for the purpose of voting upon such amendment. As long as the Plan is in effect, the selection or nomination of the Independent Trustees is committed to the discretion of the Independent Trustees.
The Invesco Funds (referred to in this section as the Funds) are currently grouped under one of the following three different Rule 12b-1 plans (each, a Plan, collectively, the Plans):
Class A, A2, C, Investor Class, P, R and S Shares Compensation Plan:
Invesco All Cap Market Neutral Fund
Invesco Alternative Strategies Fund
Invesco Asia Pacific Growth Fund
Invesco Balanced-Risk Allocation Fund (Class A, C and R)
Invesco Balanced-Risk Commodity Strategy Fund
Invesco Balanced-Risk Retirement Now Fund (Class A, C and R)
Invesco Balanced-Risk Retirement 2020 Fund (Class A, C and R)
Invesco Balanced-Risk Retirement 2030 Fund (Class A, C and R)
Invesco Balanced-Risk Retirement 2040 Fund (Class A, C and R)
Invesco Balanced-Risk Retirement 2050 Fund (Class A, C and R)
Invesco Charter Fund
Invesco China Fund
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Invesco Conservative Allocation Fund
Invesco Corporate Bond Fund (Class R)
Invesco Core Plus Bond Fund
Invesco Developing Markets Fund
Invesco Diversified Dividend Fund (Class A and C)
Invesco Dividend Income Fund
Invesco Emerging Market Local Currency Debt Fund
Invesco Emerging Markets Equity Fund
Invesco Endeavor Fund
Invesco Energy Fund
Invesco European Growth Fund (Class A and C)
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 Infrastructure Fund
Invesco Global Low Volatility Equity Yield Fund
Invesco Global Market Neutral Fund
Invesco Global Markets Strategy Fund
Invesco Global Opportunities Fund
Invesco Global Real Estate Fund
Invesco Global Real Estate Income Fund
Invesco Global Small & Mid Cap Growth Fund
Invesco Global Targeted Returns Fund
Invesco Gold & Precious Metals Fund
Invesco Growth Allocation Fund
Invesco High Yield Fund (Class A and C)
Invesco Income Allocation Fund
Invesco International Allocation Fund
Invesco International Core Equity Fund
Invesco International Growth Fund
Invesco International Small Company Fund
Invesco International Total Return Fund
Invesco Limited Maturity Treasury Fund
Invesco Long/Short Equity Fund
Invesco Low Volatility Emerging Markets Fund
Invesco Low Volatility Equity Yield Fund
Invesco Macro International Equity Fund
Invesco Macro Long/Short Fund
Invesco Mid Cap Core Equity Fund
Invesco MLP Fund
Invesco Moderate Allocation Fund
Invesco Money Market Fund (Class C, Cash Reserve Shares and Class R)
Invesco Multi-Asset Inflation Fund
Invesco Premium Income Fund
Invesco Real Estate Fund (Class A, C and R)
Invesco Select Companies Fund
Invesco Select Opportunities Fund
Invesco Short Term Bond Fund
Invesco Small Cap Equity Fund
Invesco Small Cap Growth Fund (Class A, C and R)
Invesco Strategic Income Fund
Invesco Strategic Real Return Fund
Invesco Summit Fund
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Invesco Tax-Exempt Cash Fund
Invesco Tax-Free Intermediate Fund
Invesco Technology Fund (Class A, C and R)
Invesco Unconstrained Bond Fund
Invesco U.S. Government Fund (Class A, C and R)
Invesco Value Opportunities Fund (Class R)
Class A, AX, C, CX, Investor Class, R and RX Shares Reimbursement Plan:
Invesco American Franchise Fund
Invesco American Value Fund
Invesco Balanced-Risk Retirement Now Fund (Class AX, CX and RX)
Invesco Balanced-Risk Retirement 2020 Fund (Class AX, CX and RX)
Invesco Balanced-Risk Retirement 2030 Fund (Class AX, CX and RX)
Invesco Balanced-Risk Retirement 2040 Fund (Class AX, CX and RX)
Invesco Balanced-Risk Retirement 2050 Fund (Class AX, CX and RX)
Invesco California Tax-Free Income Fund
Invesco Comstock Fund
Invesco Convertible Securities Fund
Invesco Corporate Bond Fund (Class A and C)
Invesco Diversified Dividend Fund (Investor Class)
Invesco Equally-Weighted S & P 500 Fund
Invesco Equity and Income Fund
Invesco European Growth Fund (Investor Class)
Invesco Growth and Income Fund
Invesco High Yield Fund (Investor Class)
Invesco High Yield Municipal Fund
Invesco Intermediate Term Municipal Income Fund
Invesco Mid Cap Growth Fund
Invesco Money Market Fund (Class AX and CX)
Invesco Municipal Income Fund
Invesco New York Tax Free Income Fund
Invesco Pacific Growth Fund
Invesco Pennsylvania Tax Free Income Fund
Invesco Real Estate Fund (Investor Class)
Invesco S & P 500 Index Fund
Invesco Small Cap Discovery Fund
Invesco Small Cap Growth Fund (Investor Class)
Invesco Small Cap Value Fund
Invesco Technology Fund (Investor Class)
Invesco Technology Sector Fund
Invesco U.S. Government Fund (Investor Class)
Invesco U.S. Mortgage Fund
Invesco Value Opportunities Fund (Class A and C)
Class B and BX Plan:
Compensation Shares
Invesco Asia Pacific Growth Fund
Invesco Balanced-Risk Allocation Fund
Invesco Balanced-Risk Commodity Strategy Fund
Invesco Balanced-Risk Retirement Now 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
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Invesco Charter Fund
Invesco China Fund
Invesco Conservative Allocation Fund
Invesco Core Plus Bond Fund
Invesco Developing Markets Fund
Invesco Diversified Dividend Fund
Invesco Dividend Income Fund
Invesco Emerging Market Local Currency Debt Fund
Invesco Endeavor Fund
Invesco Energy 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 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 Core Equity Fund
Invesco International Growth Fund
Invesco International Small Company Fund
Invesco International Total Return Fund
Invesco Low Volatility Equity Yield Fund
Invesco Mid Cap Core Equity Fund
Invesco Moderate Allocation Fund
Invesco Money Market Fund (Class B shares)
Invesco Real Estate Fund
Invesco Select Companies Fund
Invesco Small Cap Equity Fund
Invesco Small Cap Growth Fund
Invesco Summit Fund
Invesco Technology Fund
Invesco U.S. Government Fund
Reimbursement Shares
Invesco American Franchise Fund
Invesco American Value Fund
Invesco California Tax-Free Income Fund
Invesco Comstock Fund
Invesco Convertible Securities Fund
Invesco Corporate Bond Fund
Invesco Equally-Weighted S & P 500 Fund
Invesco Equity and Income Fund
Invesco Growth and Income Fund
Invesco High Yield Municipal Fund
Invesco Intermediate Term Municipal Income Fund
Invesco Mid Cap Growth Fund
Invesco Money Market Fund (Class BX shares)
Invesco Municipal Income Fund
Invesco New York Tax Free Income Fund
Invesco Pacific Growth Fund
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Invesco Pennsylvania Tax Free Income Fund
Invesco S & P 500 Index Fund
Invesco Small Cap Discovery Fund
Invesco Small Cap Value Fund
Invesco Technology Sector Fund
Invesco U.S. Mortgage Fund
Invesco Value Opportunities Fund
Amounts payable by a Fund under the Compensation Plan and Class B Plan (Compensation Shares) need not be directly related to the expenses actually incurred by Invesco Distributors on behalf of each Fund. These Plans do not obligate the Funds to reimburse Invesco Distributors for the actual allocated share of expenses Invesco Distributors may incur in fulfilling its obligations under these Plans. Thus, even if Invesco Distributors actual allocated share of expenses exceeds the fee payable to Invesco Distributors at any given time, under these Plans, the Funds will not be obligated to pay more than that fee. If Invesco Distributors actual allocated share of expenses is less than the fee it receives, under these Plans, Invesco Distributors will retain the full amount of the fee.
Amounts payable under the Reimbursement Plan and Class B Plan (Reimbursement Shares) must be directly related to the expenses incurred by Invesco Distributors on behalf of each Fund, as such Plans obligate the Funds to reimburse Invesco Distributors for its actual allocated share of expenses incurred for the period. Reimbursement will be made through payments made at the end of each month. Reimbursement expenses for Investor Class Shares covered by the Reimbursement Plan shall be computed over a rolling twelve-month period. If Invesco Distributors actual allocated share of expenses incurred pursuant to the Reimbursement Plan or Class B Plan (Reimbursement Shares) for the period exceeds the annual cap, a Fund will not be obligated to pay more than the annual cap. If Invesco Distributors actual allocated share of expenses incurred pursuant to the Reimbursement Plan or Class B Plan (Reimbursement Shares) for the period is less than the annual cap, Invesco Distributors is entitled to be reimbursed only for its actual allocated share of expenses.
Invesco Distributors may from time to time waive or reduce any portion of its 12b-1 fee. Voluntary fee waivers or reductions may be rescinded at any time without further notice to investors. During periods of voluntary fee waivers or reductions, Invesco Distributors will retain its ability to be reimbursed for such fee prior to the end of each fiscal year. Contractual fee waivers or reductions set forth in the Fee Table in a prospectus may not be terminated or amended to the Funds detriment during the period stated in the agreement between Invesco Distributors and the Fund.
The Funds may pay a service fee of 0.25% of the average daily net assets of the Class A, Class B, Class C, Class R and Investor Class shares, 0.15% of the average daily net assets of Class S shares, and 0.10% of the average daily net assets of Class P shares, attributable to the customers selected dealers and financial institutions to such dealers and financial institutions, including Invesco Distributors, acting as principal, who furnish continuing personal shareholder services to their customers who purchase and own the applicable class of shares of the Fund. Under the terms of a shareholder service agreement, such personal shareholder services include responding to customer inquiries and providing customers with the information about their investments. Any amounts not paid as a service fee under each Plan would constitute an asset-based sales charge.
Under a shareholder service agreement, a Fund agrees to pay periodically fees to selected dealers and other institutions who render the foregoing services to their customers. The fees payable under a shareholder service agreement will be calculated at the end of each payment period for each business day of the Funds during such period at the annual rate specified in each agreement based on the average daily net asset value of the Funds shares purchased or acquired through exchange. Fees shall be paid only to those selected dealers or other institutions who are dealers or institutions of record at the close of business on the last business day of the applicable payment period for the account in which such Funds shares are held.
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Selected dealers and other institutions entitled to receive compensation for selling Fund shares may receive different compensation for selling shares of one particular class over another. Under the Plans, certain financial institutions which have entered into service agreements and which sell shares of the Funds on an agency basis, may receive payments from the Funds pursuant to the respective Plans. Invesco Distributors does not act as principal, but rather as agent for the Funds, in making dealer incentive and shareholder servicing payments to dealers and other financial institutions under the Plans. These payments are an obligation of the Funds and not of Invesco Distributors.
The sale of Class B shares has ceased, but Invesco Distributors is eligible to be reimbursed amounts previously expended so long as the Class B Plans remain in effect. Except as may be mandated by applicable law, the Funds do not impose any limit with respect to the number of years into the future that such unreimbursed actual net expenses may be carried forward (on a Fund level basis). These unreimbursed actual net expenses may or may not be recovered through Plan fees or contingent deferred sales charges in future years.
Because of fluctuations in net asset value, the Plan fees with respect to a particular Class B or Class C share may be greater or less than the amount of the initial commission (including carrying cost) paid by Invesco Distributors with respect to such share. In such circumstances, a shareholder of a share may be deemed to incur expenses attributable to other shareholders of such class.
If the Plans are terminated or not continued, the Fund would not be contractually obligated to pay Invesco Distributors for any expenses not previously reimbursed by the Fund or recovered through contingent deferred sales charges.
Because the Fund is new, financial statements are not yet available for the Fund.
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The following is a description of the factors underlying the debt ratings of Moodys, S&P, and Fitch.
Moodys Long-Term Debt Ratings
Aaa: | Obligations rated Aaa are judged to be of the highest quality, subject to the lowest level of credit risk. |
Aa: | Obligations rated Aa are judged to be of high quality and are subject to very low credit risk. |
A: | Obligations rated A are considered upper-medium grade and are subject to low credit risk. |
Baa: | Obligations rated Baa are judged to be medium-grade and subject to moderate credit risk and as such may possess certain speculative characteristics. |
Ba: | Obligations rated Ba are judged to be speculative and are subject to substantial credit risk. |
B: | Obligations rated B are considered speculative and are subject to high credit risk. |
Caa: | Obligations rated Caa are judged to be speculative of poor standing and are subject to very high credit risk. |
Ca: | Obligations rated Ca are highly speculative and are likely in, or very near, default, with some prospect of recovery of principal and interest. |
C: | Obligations rated C are the lowest rated class of bonds and are typically in default, with little prospect for recovery of principal or interest. |
Note: Moodys applies numerical modifiers 1, 2, and 3 in each generic rating classification from Aa through Caa. The modifier 1 indicates that the obligation ranks in the higher end of its generic rating category; the modifier 2 indicates a mid-range ranking; and the modifier 3 indicates a ranking in the lower end of that generic rating category.
Moodys Short-Term Prime Rating System
P-1: | Issuers (or supporting institutions) rated Prime-1 have a superior ability to repay short-term debt obligations. |
P-2: | Issuers (or supporting institutions) rated Prime-2 have a strong ability to repay short-term debt obligations. |
P-3: | Issuers (or supporting institutions) rated Prime-3 have an acceptable ability to repay short-term obligations. |
NP (Not Prime):
Issuers (or supporting institutions) rated Not Prime do not fall within any of the Prime rating categories.
Note: In addition, in certain countries the prime rating may be modified by the issuers or guarantors senior unsecured long-term debt rating.
A-1
Moodys MIG/VMIG US Short-Term Ratings
In municipal debt issuance, there are three rating categories for short-term obligations that are considered investment grade. These ratings are designated as Moodys Investment Grade (MIG) and are divided into three levels MIG 1 through MIG 3.
In addition, those short-term obligations that are of speculative quality are designated SG, or speculative grade.
In the case of variable rate demand obligations (VRDOs), a two-component rating is assigned. The first element represents Moodys evaluation of the degree of risk associated with scheduled principal and interest payments. The second element represents Moodys evaluation of the degree of risk associated with the demand feature, using the MIG rating scale.
The short-term rating assigned to the demand feature of VRDOs is designated as VMIG. When either the long- or short-term aspect of a VRDO is not rated, that piece is designated NR, e.g., Aaa/NR or NR/VMIG-1.
MIG ratings expire at note maturity. By contrast, VMIG rating expirations will be a function of each issues specific structural or credit features.
Gradations of investment quality are indicated by rating symbols, with each symbol representing a group in which the quality characteristics are broadly the same.
MIG 1/VMIG 1: | This designation denotes superior credit quality. Excellent protection is afforded by established cash flows, highly reliable liquidity support or demonstrated broad-based access to the market for refinancing. |
MIG 2/VMIG 2: | This designation denotes strong credit quality. Margins of protection are ample although not as large as in the preceding group. |
MIG 3/VMIG 3: | This designation denotes acceptable credit quality. Liquidity and cash flow protection may be narrow and market access for refinancing is likely to be less well established. |
SG: | This designation denotes speculative-grade credit quality. Debt instruments in this category may lack sufficient margins of protection. |
Standard & Poors Long-Term Issue Credit Ratings
Issue credit ratings are based, in varying degrees, on Standard & Poors analysis of the following considerations:
| 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. |
Issue ratings are an assessment of default risk, but may incorporate an assessment of relative seniority or ultimate recovery in the event of default. Junior obligations are typically rated lower than senior obligations, to reflect the lower priority in bankruptcy, as noted above. (Such differentiation may apply
A-2
when an entity has both senior and subordinated obligations, secured and unsecured obligations, or operating company and holding company obligations.)
AAA: | An obligation rated AAA has the highest rating assigned by Standard & Poors. The obligors capacity to meet its financial commitment on the obligation is extremely strong. |
AA: | An obligation rated AA differs from the highest-rated obligations only to a small degree. The obligors capacity to meet its financial commitment on the obligation is very strong. |
A: | An obligation rated A is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher-rated categories. However, the obligors capacity to meet its financial commitment on the obligation is still strong. |
BBB: | An obligation rated BBB exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation. |
BB, B, CCC, CC and C :
Obligations rated BB, B, CCC CC, and C are regarded as having significant speculative characteristics. BB indicates the least degree of speculation and C the highest. While such obligations will likely have some quality and protective characteristics, these may be outweighed by large uncertainties or major exposures to adverse conditions.
BB: | An obligation rated BB is less vulnerable to nonpayment than other speculative issues. However, it faces major ongoing uncertainties or exposure to adverse business, financial, or economic conditions which could lead to the obligors inadequate capacity to meet its financial commitment on the obligation. |
B: | An obligation rated B is more vulnerable to nonpayment than obligations rated BB, but the obligor currently has the capacity to meet its financial commitment on the obligation. Adverse business, financial, or economic conditions will likely impair the obligors capacity or willingness to meet its financial commitment on the obligation. |
CCC: | An obligation rated CCC is currently vulnerable to nonpayment, and is dependent upon favorable business, financial, and economic conditions for the obligor to meet its financial commitment on the obligation. In the event of adverse business, financial, or economic conditions, the obligor is not likely to have the capacity to meet its financial commitment on the obligation. |
CC: | An obligation rated CC is currently highly vulnerable to nonpayment. |
C: | A C rating is assigned to obligations that are currently highly vulnerable to nonpayment, obligations that have payment arrearages allowed by the terms of the documents, or obligations of an issuer that is the subject of a bankruptcy petition or similar action which have not experienced a payment default. Among others, the C rating may be assigned to subordinated debt, preferred stock or other obligations on which cash payments have been suspended in accordance with the instruments terms or when preferred stock is the subject of a distressed exchange offer, whereby some or all of the issue is either repurchased for an amount of cash or replaced by other instruments having a total value that is less than par. |
D: |
An obligation rated D is in payment default. The D rating category is used when payments on an obligation are not made on the date due, unless Standard & Poors believes that such payments will be made within five business days, irrespective of any grace period. The D rating also will be used upon the filing of a bankruptcy petition or the taking of similar action if payments on an obligation are jeopardized. An obligations rating is lowered to D upon completion of a |
A-3
distressed exchange offer, whereby some or all of the issue is either repurchased for an amount of cash or replaced by other instruments having a total value that is less than par. |
Plus (+) or minus (-):
The ratings from AA to CC may be modified by the addition of a plus (+) or minus (-) sign to show relative standing within the major rating categories.
NR: | This indicates that no rating has been requested, that there is insufficient information on which to base a rating, or that Standard & Poors does not rate a particular obligation as a matter of policy. |
Standard & Poors Short-Term Issue Credit Ratings
A-1: | A short-term obligation rated A-1 is rated in the highest category by Standard & Poors. The obligors capacity to meet its financial commitment on the obligation is strong. Within this category, certain obligations are designated with a plus sign (+). This indicates that the obligors capacity to meet its financial commitment on these obligations is extremely strong. |
A-2: | A short-term obligation rated A-2 is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher rating categories. However, the obligors capacity to meet its financial commitment on the obligation is satisfactory. |
A-3: | A short-term obligation rated A-3 exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead a weakened capacity of the obligor to meet its financial commitment on the obligation. |
B: | A short-term obligation rated B is regarded as vulnerable and has significant speculative characteristics. The obligor currently has the capacity to meet its financial commitments; however, it faces major ongoing uncertainties which could lead to the obligors inadequate capacity to meet its financial commitments. |
C: | An obligor rated C is currently vulnerable to nonpayment and is dependent upon favorable business, financial, and economic conditions for the obligor to meet its financial commitments. |
D: | A short-term obligation rated D is in payment default. The D rating category is used when payments on an obligation are not made on the date due, unless Standard & Poors believes that such payments will be made within any stated grace period. However, any stated grace period longer than five business days will be treated as five business days. The D rating also will be used upon the filing of a bankruptcy petition or the taking of a similar action if payments on an obligation are jeopardized. |
Standard & Poors Municipal Short-Term Note Ratings Definitions
A Standard & Poors U.S. municipal note rating reflects Standard & Poors opinion about the liquidity factors and market access risks unique to the notes. Notes due in three years or less will likely receive a note rating. Notes with an original maturity of more than three years will most likely receive a long-term debt rating. In determining which type of rating, if any, to assign, Standard & Poors analysis will review the following considerations:
| 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-4
Note rating symbols are as follows:
SP-1: | Strong capacity to pay principal and interest. An issue determined to possess a very strong capacity to pay debt service is given a plus (+) designation. |
SP-2: | Satisfactory capacity to pay principal and interest, with some vulnerability to adverse financial and economic changes over the term of the notes. |
SP-3: | Speculative capacity to pay principal and interest. |
Standard & Poors Dual Ratings
Standard & Poors assigns dual ratings to all debt issues that have a put option or demand feature as part of their structure. The first rating addresses the likelihood of repayment of principal and interest as due, and the second rating addresses only the demand feature. The long-term rating symbols are used for bonds to denote the long-term maturity and the short-term rating symbols for the put option (for example, AAA/A-1+). With U.S. municipal short-term demand debt, note rating symbols are used with the short-term issue credit rating symbols (for example, SP-1+/A-1+).
The ratings and other credit related opinions of Standard & Poors and its affiliates are statements of opinion as of the date they are expressed and not statements of fact or recommendations to purchase, hold or sell any securities or make any investment decisions. Standard & Poors assumes no obligation to update any information following publication. Users of ratings and credit related opinions should not rely on them in making any investment decision. Standard & Poors opinions and analysis do not address the suitability of any security. Standard & Poors Financial Services LLC does not act as a fiduciary or an investment advisor. While Standard & Poors has obtained information from sources it believes to be reliable, Standard & Poors does not perform an audit and undertakes no duty of due diligence or independent verification of any information it receives. Ratings and credit related opinions may be changed, suspended, or withdrawn at any time.
Fitch Credit Rating Scales
Fitch Ratings credit ratings provide an opinion on the relative ability of an entity to meet financial commitments, such as interest, preferred dividends, repayment of principal, insurance claims or counterparty obligations. Credit ratings are used by investors as indications of the likelihood of receiving the money owed to them in accordance with the terms on which they invested. The agencys credit ratings cover the global spectrum of corporate, sovereign (including supranational and sub-national), financial, bank, insurance, municipal and other public finance entities and the securities or other obligations they issue, as well as structured finance securities backed by receivables or other financial assets.
The terms investment grade and speculative grade have established themselves over time as shorthand to describe the categories AAA to BBB (investment grade) and BB to D (speculative grade). The terms investment grade and speculative grade are market conventions, and do not imply any recommendation or endorsement of a specific security for investment purposes. Investment grade categories indicate relatively low to moderate credit risk, while ratings in the speculative categories either signal a higher level of credit risk or that a default has already occurred.
A designation of Not Rated or NR is used to denote securities not rated by Fitch where Fitch has rated some, but not all, securities comprising an issuance capital structure.
Credit ratings express risk in relative rank order, which is to say they are ordinal measures of credit risk and are not predictive of a specific frequency of default or loss.
A-5
Fitch Ratings credit ratings do not directly address any risk other than credit risk. In particular, ratings do not deal with the risk of a market value loss on a rated security due to changes in interest rates, liquidity and other market considerations. However, in terms of payment obligation on the rated liability, market risk may be considered to the extent that it influences the ability of an issuer to pay upon a commitment. Ratings nonetheless do not reflect market risk to the extent that they influence the size or other conditionality of the obligation to pay upon a commitment (for example, in the case of index-linked bonds).
In the default components of ratings assigned to individual obligations or instruments, the agency typically rates to the likelihood of non-payment or default in accordance with the terms of that instruments documentation. In limited cases, Fitch Ratings may include additional considerations (i.e., rate to a higher or lower standard than that implied in the obligations documentation). In such cases, the agency will make clear the assumptions underlying the agencys opinion in the accompanying rating commentary.
Fitch Long-Term Rating Scales
Issuer Credit Rating Scales
Rated entities in a number of sectors, including financial and non-financial corporations, sovereigns and insurance companies, are generally assigned Issuer Default Ratings (IDRs). IDRs opine on an entitys relative vulnerability to default on financial obligations. The threshold default risk addressed by the IDR is generally that of the financial obligations whose non-payment would best reflect the uncured failure of that entity. As such, IDRs also address relative vulnerability to bankruptcy, administrative receivership or similar concepts, although the agency recognizes that issuers may also make pre-emptive and therefore voluntary use of such mechanisms.
In aggregate, IDRs provide an ordinal ranking of issuers based on the agencys view of their relative vulnerability to default, rather than a prediction of a specific percentage likelihood of default. For historical information on the default experience of Fitch-rated issuers, please consult the transition and default performance studies available from the Fitch Ratings website.
AAA: | Highest credit quality. AAA ratings denote the lowest expectation of default risk. They are assigned only in cases of exceptionally strong capacity for payment of financial commitments. This capacity is highly unlikely to be adversely affected by foreseeable events. |
AA: | Very high credit quality. AA ratings denote expectations of very low default risk. They indicate very strong capacity for payment of financial commitments. This capacity is not significantly vulnerable to foreseeable events. |
A: | High credit quality. A ratings denote expectations of low default risk. The capacity for payment of financial commitments is considered strong. This capacity may, nevertheless, be more vulnerable to adverse business or economic conditions than is the case for higher ratings. |
BBB: | Good credit quality. BBB ratings indicate that expectations of default risk are currently low. The capacity for payment of financial commitments is considered adequate but adverse business or economic conditions are more likely to impair this capacity. |
BB: | Speculative. BB ratings indicate an elevated vulnerability to default risk, particularly in the event of adverse changes in business or economic conditions over time; however, business or financial flexibility exists which supports the servicing of financial commitments. |
B: | Highly speculative. B ratings indicate that material default risk is present, but a limited margin of safety remains. Financial commitments are currently being met; however, capacity for continued payment is vulnerable to deterioration in the business and economic environment. |
CCC: | Substantial credit risk. Default is a real possibility. |
A-6
CC: | Very high levels of credit risk. Default of some kind appears probable. |
C: | Exceptionally high levels of credit risk. Default is imminent or inevitable, or the issuer is in standstill. Conditions that are indicative of a C category rating for an issuer include: |
a. | the issuer has entered into a grace or cure period following non-payment of a material financial obligation; |
b. | the issuer has entered into a temporary negotiated waiver or standstill agreement following a payment default on a material financial obligation; or |
c. | Fitch Ratings otherwise believes a condition of RD or D to be imminent or inevitable, including through the formal announcement of a coercive debt exchange. |
RD: | Restricted default. RD ratings indicate an issuer that in Fitch Ratings opinion has experienced an uncured payment default on a bond, loan or other material financial obligation but which has not entered into bankruptcy filings, administration, receivership, liquidation or other formal winding-up procedure, and which has not otherwise ceased business. This would include: |
a. | the selective payment default on a specific class or currency of debt; |
b. | the uncured expiry of any applicable grace period, cure period or default forbearance period following a payment default on a bank loan, capital markets security or other material financial obligation; |
c. | the extension of multiple waivers or forbearance periods upon a payment default on one or more material financial obligations, either in series or in parallel; or |
d. | execution of a coercive debt exchange on one or more material financial obligations. |
D: | Default. D ratings indicate an issuer that in Fitch Ratings opinion has entered into bankruptcy filings, administration, receivership, liquidation or other formal winding-up procedure, or which has otherwise ceased business. |
Default ratings are not assigned prospectively to entities or their obligations, within this context, non-payment on an instrument that contains a deferral feature or grace period will generally not be considered a default until after the expiration of the deferral or grace period, unless a default is otherwise driven by bankruptcy or other similar circumstance, or by a coercive debt exchange.
Imminent default typically refers to the occasion where a payment default has been intimated by the issuer, and is all but inevitable. This may, for example, be where an issuer has missed a scheduled payment, but (as is typical) has a grace period during which it may cure the payment default. Another alternative would be where an issuer has formally announced a coercive debt exchange, but the date of the exchange still lies several days or weeks in the immediate future.
In all cases, the assignment of a default rating reflects the agencys opinion as to the most appropriate rating category consistent with the rest of its universe of ratings, and may differ from the definition of default under the terms of an issuers financial obligations or local commercial practice.
Note: The modifiers + or - may be appended to a rating to denote relative status within major rating categories. Such suffixes are not added to the AAA Long-Term IDR category, or to Long-Term IDR categories below B.
Fitch Short-Term Rating Scales
A short-term issuer or obligation rating is based in all cases on the short-term vulnerability to default of the rated entity or security stream and relates to the capacity to meet financial obligations in accordance with the documentation governing the relevant
obligation. Short-Term Ratings are assigned to obligations whose initial maturity is viewed as short term based on market convention. Typically, this means up to
A-7
13 months for corporate, sovereign, and structured obligations, and up to 36 months for obligations in U.S. public finance markets.
F1: | Highest short-term credit quality. Indicates the strongest intrinsic capacity for timely payment of financial commitments; may have an added + to denote any exceptionally strong credit feature. |
F2: | Good short-term credit quality. Good intrinsic capacity for timely payment of financial commitments. |
F3: | Fair short-term credit quality. The intrinsic capacity for timely payment of financial commitments is adequate. |
B: | Speculative short-term credit quality. Minimal capacity for timely payment of financial commitments, plus heightened vulnerability to near term adverse changes in financial and economic conditions. |
C: | High short-term default risk. Default is a real possibility. |
RD: | Restricted default. Indicates an entity that has defaulted on one or more of its financial commitments, although it continues to meet other financial obligations. Applicable to entity ratings only. |
D: | Default . Indicates a broad-based default event for an entity, or the default of a short-term obligation. |
A-8
APPENDIX B
Persons to Whom Invesco Provides
Non-Public Portfolio Holdings on an Ongoing Basis
(as of August 31, 2014)
Service Provider |
Disclosure Category |
|
ABN AMRO Financial Services, Inc. | Broker (for certain Invesco Funds) | |
Absolute Color | Financial Printer | |
Anglemyer & Co. | Analyst (for certain Invesco Funds) | |
Ballard Spahr Andrews & Ingersoll, LLP | Special Insurance Counsel | |
Barclays Capital, Inc. | Broker (for certain Invesco Funds) | |
Blaylock Robert Van LLC | Broker (for certain Invesco Funds) | |
BB&T Capital Markets | Broker (for certain Invesco Funds) | |
Bear Stearns Pricing Direct, Inc. | Pricing Vendor (for certain Invesco Funds) | |
BLNS Securities Ltd. | Broker (for certain Invesco Funds) | |
BOSC, Inc. | Broker (for certain Invesco Funds) | |
Brown Brothers Harriman & Co. | Securities Lender (for certain Invesco Funds) | |
Cabrera Capital Markets | Broker (for certain Invesco Funds) | |
Charles River Systems, Inc. | System Provider | |
Chas. P. Young Co. | Financial Printer | |
Cirrus Research, LLC | Trading System | |
Citigroup Global Markets, Inc. | Broker (for certain Invesco Funds) | |
Commerce Capital Markets | Broker (for certain Invesco Funds) | |
Crane Data, LLC | Analyst (for certain Invesco Funds) | |
Credit Suisse International / Credit Suisse Securities (Europe) Ltd. | Service Provider | |
Crews & Associates | Broker (for certain Invesco Funds) | |
D.A. Davidson & Co. | Broker (for certain Invesco Funds) | |
Dechert LLP | Legal Counsel | |
DEPFA First Albany | Broker (for certain Invesco Funds) | |
E.K. Riley Investments LLC | Broker (for certain Invesco Funds) | |
Empirical Research Partners | Analyst (for certain Invesco Funds) | |
Finacorp Securities | Broker (for certain Invesco Funds) | |
First Miami Securities | Broker (for certain Invesco Funds) | |
First Southwest Co. | Broker (for certain Invesco Funds) | |
First Tryon Securities | Broker (for certain Invesco Funds) | |
Fitch, Inc. | Rating & Ranking Agency (for certain Invesco Funds) | |
FT Interactive Data Corporation | Pricing Vendor | |
FTN Financial Group | Broker (for certain Invesco Funds) | |
GainsKeeper | Software Provider (for certain Invesco Funds) | |
GCom2 Solutions | Software Provider (for certain Invesco Funds) | |
George K. Baum & Company | Broker (for certain Invesco Funds) | |
Glass, Lewis & Co. | System Provider (for certain Invesco Funds) | |
Global Trading Analytics, LLC | Software Provider | |
Global Trend Alert | Analyst (for certain Invesco Funds) | |
Hattier, Sanford & Reynoir | Broker (for certain Invesco Funds) | |
Hutchinson, Shockey, Erley & Co. | Broker (for certain Invesco Funds) | |
ICI (Investment Company Institute) | Analyst (for certain Invesco Funds) | |
ICRA Online Ltd. | Rating & Ranking Agency (for certain Invesco Funds) | |
iMoneyNet, Inc. | Rating & Ranking Agency (for certain Invesco Funds) |
B-1
Service Provider |
Disclosure Category |
|
Initram Data, Inc. | Pricing Vendor | |
Institutional Shareholder Services, Inc. | Proxy Voting Service (for certain Invesco Funds) | |
Invesco Investment Services, Inc. | Transfer Agent | |
Invesco Senior Secured Management, Inc. | System Provider (for certain Invesco Funds) | |
Investment Company Institute | Analyst (for certain Invesco Funds) | |
Investortools, Inc. | Broker (for certain Invesco Funds) | |
ITG, Inc. | Pricing Vendor (for certain Invesco Funds) | |
J.P. Morgan Securities, Inc. | Analyst (for certain Invesco Funds) | |
J.P. Morgan Securities Inc.\Citigroup Global Markets Inc.\JPMorgan Chase Bank, N.A. | Lender (for certain Invesco Funds) | |
J.P. Morgan Securities | Broker (for certain Invesco Funds) | |
Janney Montgomery Scott LLC | Broker (for certain Invesco Funds) | |
John Hancock Investment Management Services, LLC | Sub-advisor (for certain sub-advised accounts) | |
Jorden Burt LLP | Special Insurance Counsel | |
KeyBanc Capital Markets, Inc. | Broker (for certain Invesco Funds) | |
Kramer Levin Naftalis & Frankel LLP | Legal Counsel | |
Lebenthal & Co. LLC | Broker (for certain Invesco Funds) | |
Lipper, Inc. | Rating & Ranking Agency (for certain Invesco Funds) | |
Loan Pricing Corporation | Pricing Service (for certain Invesco Funds) | |
Loop Capital Markets | Broker (for certain Invesco Funds) | |
M.R. Beal | Broker (for certain Invesco Funds) | |
MarkIt Group Limited | Pricing Vendor (for certain Invesco Funds) | |
Merrill Communications LLC | Financial Printer | |
Mesirow Financial, Inc. | Broker (for certain Invesco Funds) | |
Middle Office Solutions | Software Provider | |
Moodys Investors Service | Rating & Ranking Agency (for certain Invesco Funds) | |
Morgan Keegan & Company, Inc. | Broker (for certain Invesco Funds) | |
Morrison Foerster LLP | Legal Counsel | |
MS Securities Services, Inc. and Morgan Stanley & Co. Incorporated | Securities Lender (for certain Invesco Funds) | |
Muzea Insider Consulting Services, LLC | Analyst (for certain Invesco Funds) | |
Ness USA Inc. | System provider | |
Noah Financial, LLC | Analyst (for certain Invesco Funds) | |
Omgeo LLC | Trading System | |
Piper Jaffray | Analyst (for certain Invesco Funds) | |
Prager, Sealy & Co. | Broker (for certain Invesco Funds) | |
PricewaterhouseCoopers LLP | Independent Registered Public Accounting Firm (for all Invesco Funds) | |
Protective Securities | Broker (for certain Invesco Funds) | |
Ramirez & Co., Inc. | Broker (for certain Invesco Funds) | |
Raymond James & Associates, Inc. | Broker (for certain Invesco Funds) | |
RBC Capital Markets | Analyst (for certain Invesco Funds) | |
RBC Dain Rauscher Incorporated | Broker (for certain Invesco Funds) | |
Reuters America LLC | Pricing Service (for certain Invesco Funds) | |
Rice Financial Products | Broker (for certain Invesco Funds) | |
Robert W. Baird & Co. Incorporated | Broker (for certain Invesco Funds) | |
RR Donnelley Financial | Financial Printer | |
Ryan Beck & Co. | Broker (for certain Invesco Funds) | |
SAMCO Capital Markets, Inc. | Broker (for certain Invesco Funds) | |
Seattle-Northwest Securities Corporation | Broker (for certain Invesco Funds) |
B-2
Service Provider |
Disclosure Category |
|
Siebert Brandford Shank & Co., L.L.C. | Broker (for certain Invesco Funds) | |
Simon Printing Company | Financial Printer | |
Southwest Precision Printers, Inc. | Financial Printer | |
Southwest Securities | Broker (for certain Invesco Funds) | |
Standard and Poors/Standard and Poors Securities Evaluations, Inc. | Pricing Service and Rating and Ranking Agency (each, respectively, for certain Invesco Funds) | |
StarCompliance, Inc. | System Provider | |
State Street Bank and Trust Company | Custodian, Lender, Securities Lender, and System Provider (each, respectively, for certain Invesco Funds) | |
Sterne, Agee & Leach, Inc. | Broker (for certain Invesco Funds) | |
Stifel, Nicolaus & Company, Incorporated | Broker (for certain Invesco Funds) | |
Stradley Ronon Stevens & Young, LLP | Legal Counsel | |
The Bank of New York | Custodian and Securities Lender (each, respectively, for certain Invesco Funds) | |
The MacGregor Group, Inc. | Software Provider | |
The Savader Group LLC | Broker (for certain Invesco Funds) | |
Thomson Information Services Incorporated | Software Provider | |
UBS Financial Services, Inc. | Broker (for certain Invesco Funds) | |
VCI Group Inc. | Financial Printer | |
Vining Sparks IBG | Broker (for Certain Invesco Funds) | |
W.H Mell Associates, Inc. | Broker (for certain Invesco Funds) | |
Wachovia National Bank, N.A. | Broker (for certain Invesco Funds) | |
Western Lithograph | Financial Printer | |
Wiley Bros. Aintree Capital L.L.C. | Broker (for certain Invesco Funds) | |
William Blair & Co. | Broker (for certain Invesco Funds) | |
XSP, LLC\Solutions Plus, Inc. | Software Provider |
B-3
APPENDIX C
TRUSTEES AND OFFICERS
As of August 31, 2014
The address of each trustee and officer is 11 Greenway Plaza, Suite 1000, Houston, Texas 77046-1173. The trustee serve for the life of the Trust, subject to their earlier death, incapacitation, resignation, retirement or removal as more specifically provided in the Trusts organizational documents. Each officer serves for a one year term or until their successors are elected and qualified. Column two below includes length of time served with predecessor entities, if any.
Name, year of Birth
|
Trustee
|
Principal Occupation(s) During Past 5 years |
Number
|
Other Trusteeship(s)/
|
||||
Interested Persons: | ||||||||
Martin L. Flanagan 1 1960 Trustee |
2007 |
Executive Director, Chief Executive Officer and President, Invesco Ltd. (ultimate parent of Invesco and a global investment management firm); Advisor to the Board, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.); Trustee, The Invesco Funds; Vice Chair, Investment Company Institute; and Member of Executive Board, SMU Cox School of Business
Formerly: Chairman and Chief Executive Officer, 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). |
141 | None | ||||
Philip A. Taylor 2 1954 Trustee, President and Principal Executive Officer |
2006 | Head of North American Retail and Senior Managing Director, Invesco Ltd.; Director, Co-Chairman, Co-President and Co-Chief Executive Officer, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Director, Chairman, Chief Executive Officer and President, Invesco Management Group, Inc. (formerly known as Invesco Aim Management Group, Inc.) (financial services holding company); Director and President, INVESCO Funds Group, Inc. (registered investment adviser and registered transfer agent); Director and Chairman, Invesco Investment Services, Inc. (formerly known as Invesco Aim Investment Services, Inc.) (registered transfer agent) and IVZ Distributors, Inc. (formerly known as INVESCO Distributors, Inc.) (registered broker dealer); Director, President and Chairman, Invesco Inc. | 141 | None |
1 | Mr. Flanagan is considered an interested person (within the meaning of Section 2(a)(19) of the 1940 Act) 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. |
2 | Mr. Taylor is considered an interested person (within the meaning of Section 2(a)(19) of the 1940 Act) of the Trust because he is an officer and a director of the Adviser. |
C-1
Name, year of Birth and
|
Trustee
|
Principal Occupation(s) During Past 5 years |
Number of
|
Other Trusteeship(s)/
|
||||
(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.; Senior Managing Director, Invesco Holding Company Limited; Director and Chairman, Fund Management Company (former registered broker dealer); President and Principal Executive Officer, The Invesco Funds (AIM Treasurers Series Trust (Invesco Treasurers Series Trust), Short-Term Investments Trust and Tax-Free Investments Trust only); President, AIM Trimark Global Fund Inc. and AIM Trimark Canada Fund Inc. |
||||||||
Wayne W. Whalen 3 1939 Trustee |
2010 | Of Counsel, and prior to 2010, partner in the law firm of Skadden, Arps, Slate, Meagher & Flom LLP, legal counsel to certain funds in the Fund Complex. | 141 | Director of the Mutual fund Directors Forum, a nonprofit membership organization for investment directors; |
3 | Mr. Whalen is retiring effective December 31, 2014. He 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 the Invesco closed-end funds. |
C-2
Name, year of Birth and
|
Trustee
|
Principal Occupation(s) During Past 5 years |
Number of
|
Other Trusteeship(s)/
|
||||
Chairman and Director of the Abraham Lincoln Presidential Library Foundation; and Director of the Stevenson Center for Democracy | ||||||||
Independent Trustees | ||||||||
Bruce L. Crockett 1944 Trustee and Chair |
2001 |
Chairman, Crockett Technologies Associates (technology consulting company)
Formerly: Director, Captaris (unified messaging provider); Director, President and Chief Executive Officer COMSAT Corporation; Chairman, Board of Governors of INTELSAT (international communications company); ACE Limited (insurance company); and Investment Company Institute |
141 | ALPS (Attorneys Liability Protection Society) (insurance company) | ||||
David C. Arch 1945 Trustee |
2010 | Chairman of Blistex Inc., a consumer health care products manufacturer | 141 | Board member of the Illinois Manufacturers Association; Member of the Board of Visitors, Institute for the Humanities University of Michigan; Member of the Audit Committee of the Edward-Elmhurst Hospital | ||||
Frank S. Bayley 1939 Trustee |
1987 | Retired. Formerly: Director, Badgley Funds Inc. (registered investment company) (2 portfolios) and General Partner and Of Counsel, law firm of Baker & McKenzie, LLP | 141 | Director and Chairman, C.D. Stimson Company (a real estate investment company); Trustee, The Curtis Institute of Music | ||||
James T. Bunch 1942 Trustee |
2003 |
Managing Member, Grumman Hill Group LLC (family office private equity investments)
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. |
141 | Chairman, Board of Governors, Western Golf Association, Chairman, Evans Scholars Foundation and Director, Denver Film Society |
C-3
Name, year of Birth and
|
Trustee
|
Principal Occupation(s) During Past 5 years |
Number of
|
Other Trusteeship(s)/
|
||||
Rodney F. Dammeyer 1940 Trustee |
2010 |
Chairman of CAC,LLC, (private company offering capital investment and management advisory services)
Formerly: Prior to 2001, Managing Partner at Equity Group Corporate Investments. Prior to 1995, Chief Executive Officer of Itel Corporation (formerly 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.; From 1987 to 2010, Director/Trustee of investment companies in the Van Kampen Funds complex |
141 | Director of Quidel Corporation and Stericycle, Inc. | ||||
Albert R. Dowden 1941 Trustee |
2001 |
Director of a number of public and private business corporations, including the Boss Group, Ltd. (private investment and management); Natures Sunshine Products, Inc. and Reich & Tang Funds (5 portfolios) (registered investment company)
Formerly: Director, Homeowners of America Holding Corporation/Homeowners of America Insurance Company (property casualty company); 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) |
141 | Director of: Natures Sunshine Products, Inc., Reich & Tang Funds, Homeowners of America Holding Corporation/ Homeowners of America Insurance Company, the Boss Group | ||||
Jack M. Fields 1952 Trustee |
2001 |
Chief Executive Officer, Twenty First Century Group, Inc. (government affairs company); Owner and Chief Executive Officer, Dos Angeles Ranch, L.P. (cattle, hunting, corporate entertainment); and Discovery Global Education Fund (non-profit)
Formerly: Chief Executive Officer, Texana Timber LP (sustainable forestry company); Director of Cross Timbers Quail Research Ranch (non-profit); and member of the U.S. House of Representatives |
141 | Insperity, Inc. (formerly known as Administaff) | ||||
Prema Mathai-Davis 1950 Trustee |
2001 | Retired. Formerly: Chief Executive Officer, YWCA of the U.S.A. | 141 | None | ||||
Larry Soll 1942 Trustee |
2003 | Retired. Formerly: Chairman, Chief Executive Officer and President, Synergen Corp. (a biotechnology company) | 141 | None | ||||
Hugo F. Sonnenschein 1940 | 2010 | President Emeritus and Honorary Trustee of the University of Chicago and the Adam Smith Distinguished Service Professor | 141 | Trustee of the University of |
C-4
Name, year of Birth
|
Trustee
|
Principal Occupation(s) During Past 5 years |
Number
|
Other Trusteeship(s)/
|
||||
Trustee | in the Department of Economics at the University of Chicago. Prior to 2000, President of the University of Chicago | Rochester and a member of its investment committee; Member of the National Academy of Sciences and the American Philosophical Society; Fellow of the American Academy of Arts and Sciences | ||||||
Raymond Stickel, Jr. 1944 Trustee |
2005 | Retired. Formerly: Director, Mainstay VP Series Funds, Inc. (25 portfolios) and Partner, Deloitte & Touche | 141 | None | ||||
Suzanne H. Woolsey 1941 Trustee | 2014 | Chief Executive Officer of Woolsey Partners LLC | 141 | Emeritus Chair of the Board of Trustees of the Institute for Defense Analyses; Trustee of Colorado College; Trustee of California Institute of Technology; Director of Fluor Corp.; Prior to 2010, Trustee of the German Marshall Fund of the United States; Prior to 2010, Trustee of the Rocky Mountain Institute | ||||
Officers | ||||||||
Russell C. Burk 1958 Senior Vice President and Senior Officer |
2005 | Senior Vice President and Senior Officer, The Invesco Funds | N/A | N/A | ||||
John M. Zerr 1962 Senior Vice President, Chief Legal Officer and Secretary |
2006 | Director, Senior Vice President, Secretary and General Counsel, Invesco Management Group, Inc. (formerly known as Invesco Aim Management Group, Inc.) and Van Kampen Exchange Corp.; Senior Vice President, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Senior Vice President and Secretary, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.); Director, Vice President and Secretary, | N/A | N/A |
C-5
Name, year of Birth
|
Trustee
|
Principal Occupation(s) During Past 5 years |
Number
|
Other Trusteeship(s)/
|
||||
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, Invesco Capital Markets, Inc. (formerly known as Van Kampen Funds Inc.) and Chief Legal Officer, PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Fund Trust II, PowerShares India Exchange-Traded Fund Trust and PowerShares Actively Managed Exchange-Traded Fund Trust
Formerly: Director and Vice President, 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 Aim 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) |
||||||||
Sheri Morris 1964 Vice President, Treasurer and Principal Financial Officer |
1999 |
Vice President, Treasurer and Principal Financial Officer, The Invesco Funds; Vice President, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); and Vice President, 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 Aim 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.; and Treasurer, PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Fund Trust II, PowerShares India Exchange-Traded Fund Trust and PowerShares Actively |
N/A | N/A |
C-6
Name, year of Birth
|
Trustee
|
Principal Occupation(s) During Past 5 years |
Number
|
Other Trusteeship(s)/
|
||||
Managed Exchange-Traded Fund Trust | ||||||||
Karen Dunn Kelley 1960 Vice President |
2004 |
Senior Managing Director, Investments; Director, Co-President, Co-Chief Executive Officer, and Co-Chairman, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Chairman, Invesco Senior Secured Management, Inc.; Senior Vice President, Invesco Management Group, Inc. (formerly known as Invesco Aim Management Group, Inc.); Executive Vice President, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.); Director, Invesco Mortgage Capital Inc. and Invesco Management Company Limited; Director and President, INVESCO Asset Management (Bermuda) Ltd., 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: Director, INVESCO Global Asset Management Limited and INVESCO Management S.A.; Senior Vice President, Van Kampen Investments Inc. and Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Vice President, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.); Director of Cash Management and Senior Vice President, Invesco Advisers, Inc. and Invesco Aim Capital Management, Inc.; President and Principal Executive Officer, Tax-Free Investments Trust; Director and President, Fund Management Company; Chief Cash Management Officer, Director of Cash Management, Senior Vice President, and Managing Director, Invesco Aim Capital Management, Inc.; Director of Cash Management, Senior Vice President, 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) |
N/A | N/A | ||||
Crissie M. Wisdom 1969 Anti-Money Laundering Compliance Officer |
2013 | Anti-Money Laundering Compliance Officer, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser), Invesco Capital Markets, Inc. (formerly known as Van Kampen Funds Inc.), Invesco Distributors, Inc., Invesco Investment Services, Inc., Invesco Management Group, Inc., Van Kampen Exchange Corp., The Invesco Funds, Invesco Funds (Chicago), and 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; and Fraud Prevention Manager and Controls and Risk Analysis Manager for Invesco Investment Services, Inc. | N/A | N/A | ||||
Todd L. Spillane 1958 Chief Compliance Officer |
2006 | Senior Vice President, Invesco Management Group, Inc. (formerly known as Invesco Aim Management Group, Inc.) and Van Kampen Exchange Corp.; Senior Vice President and Chief Compliance Officer, Invesco Advisers, Inc. (registered investment adviser) (formerly known as Invesco Institutional (N.A.), Inc.); Chief Compliance Officer, The Invesco Funds; Vice President, Invesco Distributors, Inc. (formerly known as | N/A | N/A |
C-7
Name, year of Birth
|
Trustee
|
Principal Occupation(s) During Past 5 years |
Number
|
Other Trusteeship(s)/
|
||||
Invesco Aim Distributors, Inc.) and Invesco Investment Services, Inc. (formerly known as Invesco Aim Investment Services, Inc.)
Formerly: Chief Compliance Officer, Invesco Funds (Chicago); Senior Vice President, Van Kampen Investments Inc.; Senior Vice President and Chief Compliance Officer, Invesco Aim 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), 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; and Vice President, Invesco Aim Capital Management, Inc. and Fund Management Company |
C-8
Trustee Ownership of Fund Shares as of December 31, 2013
Name of Trustee |
Dollar Range of Equity Securities
Per Fund |
Aggregate Dollar Range of
Equity Securities in All Registered Investment Companies Overseen by Trustee in Invesco Funds |
||
Interested Persons |
||||
Martin L. Flanagan |
None | Over $100,000 | ||
Philip A. Taylor |
None | None | ||
Wayne W. Whalen |
None | Over $100,000 | ||
Independent Trustees |
||||
David C. Arch |
None | Over $100,000 | ||
Frank S. Bayley |
None | Over $100,000 | ||
James T. Bunch |
None | Over $100,000 4 | ||
Bruce L. Crockett |
None | Over $100,000 4 | ||
Rodney F. Dammeyer |
None | Over $100,000 | ||
Albert R. Dowden |
None | Over $100,000 | ||
Jack M. Fields |
None | Over $100,000 4 | ||
Prema Mathai-Davis |
None | Over $100,000 4 | ||
Larry Soll |
None | Over $100,000 4 | ||
Hugo F. Sonnenschein |
None | Over $100,000 | ||
Raymond Stickel, Jr. |
None | Over $100,000 | ||
Suzanne H, Woolsey |
None | $10,001-$50,000 |
4 | Includes total amount of compensation deferred by the trustee at his or her election pursuant to a deferred compensation plan. Such deferred compensation is placed in a deferral account and deemed to be invested in one or more of the Invesco Funds. |
C-9
APPENDIX D
Set forth below is information regarding compensation paid or accrued for each trustee of the Trust who was not affiliated with Invesco during the year ended December 31, 2013, unless otherwise noted:
Trustee |
Aggregate
Compensation from the Trust (1) |
Retirement
Benefits Accrued by All Invesco Funds (2) |
Estimated
Annual Benefits Upon Retirement (4) |
Total
Compensation From all Invesco Funds Paid to the Trustees (5) |
||||||||||
Interested Trustee |
||||||||||||||
Wayne Whalen |
$ | 31,964 | See Note (3) | $ | 205,000 | $ | 402,000 | |||||||
Independent Trustees |
||||||||||||||
David C. Arch |
32,226 | See Note (3) | 205,000 | 407,000 | ||||||||||
Frank S. Bayley |
39,741 | See Note (3) | 205,000 | 376,150 | ||||||||||
James T. Bunch |
35,242 | See Note (3) | 205,000 | 348,200 | ||||||||||
Bruce L. Crockett |
66,905 | See Note (3) | 205,000 | 664,250 | ||||||||||
Rodney F. Dammeyer |
32,226 | See Note (3) | 205,000 | 321,750 | ||||||||||
Albert R. Dowden |
37,471 | See Note (3) | 205,000 | 370,400 | ||||||||||
Jack M. Fields |
34,324 | See Note (3) | 205,000 | 345,700 | ||||||||||
Prema Mathai-Davis |
36,811 | See Note (3) | 205,000 | 370,400 | ||||||||||
Larry Soll |
37,732 | See Note (3) | 226,779 | 376,150 | ||||||||||
Hugo F. Sonnenschein |
34,980 | See Note (3) | 205,000 | 428,700 | ||||||||||
Raymond Stickel, Jr. |
40,486 | See Note (3) | 205,000 | 400,100 | ||||||||||
Suzanne H. Woolsey |
-0- | N/A | N/A | 86,000 | ||||||||||
Officer |
||||||||||||||
Russell Burk |
78,048 | N/A | N/A | 668,845 |
(1) | Amounts shown are based on the fiscal year ended October 31, 2013. The total amount of compensation deferred by all trustees of the Trust during the fiscal year ended October 31, 2013, including earnings, was $99,019. |
(2) | During the fiscal year ended October 31, 2013, the total amount of expenses allocated to the Trust in respect of such retirement benefits was $438,120. |
(3) | On December 31, 2013, the Trustees approved an amendment to the Invesco Funds Retirement Plan to convert it to a defined contribution plan for active Trustees. In order to effectuate the amendment, in addition to the pre-amendment accrual of $4.6 million a one-time benefits settlement accrual was made in the amount of $2.5 million. Of the $7.1 million accrual during the year ended December 31, 2013, $679,251 was allocated to the Trust. |
(4) | 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. These amounts are not adjusted to reflect deemed investment earnings or losses. |
(5) | All trustees except Messrs. Arch, Sonnenschein and Whalen currently serve as trustees of 16 registered investment companies advised by Invesco. Messrs. Arch, Sonnenschein and Whalen currently serve as trustee of 29 registered investment companies advised by Invesco. Effective August 29, 2014, Suzanne Woolsey became a trustee with the Invesco Board. |
D-1
APPENDIX E
PROXY POLICIES AND PROCEDURES
Proxy Policies and Procedures
for
Invesco Advisers, Inc.
I.1. PROXY POLICIES AND PROCEDURES INVESCO ADVISERS
Applicable to | All Advisory Clients, including the Invesco Funds | |
Risk Addressed by Policy | 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 | |
Relevant Law and Other Sources | Investment Advisers Act of 1940 | |
Last ¨ Reviewed þ Revised by Compliance for Accuracy |
November, 2013 | |
Policy/Procedure Owner | Advisory Compliance | |
Policy Approver | Invesco Advisers, Inc. Invesco Funds Board, Invesco Funds (Chicago) Board | |
Approved/Adopted Date | November, 2013 |
The following policies and procedures apply to all institutional and retail funds and accounts (collectively, the Accounts) managed by Invesco Advisers, Inc. (Invesco).
A. GUIDING PRINCIPLES
Invesco may be authorized by its clients, including the funds it manages (Clients), to vote proxies appurtenant to the securities owned by such Clients. If so authorized, Invesco carries out this responsibility by voting proxies in a manner reasonably designed to maximize the economic interests of its Clients and to minimize any real or perceived conflicts of interest. Invesco may determine not to vote proxies if it determines that the cost or restrictions placed on a Client are outweighed by the benefit to such Client of voting the proxy.
Invesco is guided by the following principles:
|
Invesco votes for proposals that maximize long-term shareholder value. |
|
Invesco believes in corporate accountability and supports governance structures reinforcing managements accountability to the board of directors and a board of directors accountability to shareholders. |
|
In addition to the performance driven considerations noted above, Invesco believes that environmental, social and corporate governance proposals can influence long-term shareholder value and should be voted in a manner where such long-term shareholder value is maximized. |
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B. OPERATING PROCEDURES AND RESPONSIBLE PARTIES
Proxy administration
Guided by its philosophy that proxy voting is an asset that is to be managed by each investment team, consistent with each teams view as to the best economic interest of its shareholders, Invesco has created the Invesco US Proxy Advisory Committee (IUPAC). The IUPAC is an investments driven committee comprised solely of representatives from each investment management team at Invesco. The purpose of the IUPAC is to provide a forum for investment teams to monitor proxy voting trends, understand inconsistent votes within the complex, and to vote proxies where Invesco as a firm has a conflict of interest with an issuer or a member of the IUPAC has a personal conflict of interest with an issuer whose proxy he or she is charged with voting. The IUPAC also will consider and express a view on the proxies of the top twenty-five issuers held across all Client accounts, as measured by the total market value of shares held by Invesco Client accounts, and any other proxy brought to the IUPAC by an IUPAC member in an effort to build consensus around a proxy. Absent a conflict of interest, each investment team may deviate from the view formed by the IUPAC on any proxy. In cases where there is a firm-level or personal conflict of interest with a proxy, the IUPACs vote controls the proxy across all applicable Client accounts. Representatives of the IUPAC will have access to third party proxy advisory analyses provided by each of Glass Lewis and Institutional Shareholder Services, Inc. (ISS) as one of many research tools in determining how to vote a proxy and is not required to vote in accordance with the recommendations of either.
Important principles underlying the Invesco Proxy Voting Guidelines (the Guidelines)
I. Corporate Governance
Management teams of companies are accountable to the boards of directors and directors of publicly held companies are accountable to shareholders. Invesco endeavors to vote the proxies of portfolio companies in a manner that will reinforce the notion of a boards accountability. Consequently, Invesco generally votes against any actions that would impair the rights of shareholders or would reduce shareholders influence over the board or over management.
The following are specific voting issues that illustrate how Invesco applies this principle of accountability.
|
Elections of directors. In uncontested director elections for companies that do not have a controlling shareholder, Invesco generally 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.
|
Director performance. Invesco generally withholds votes from directors who exhibit a lack of accountability to shareholders, either through their level of attendance at meetings or by adopting or approving 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 |
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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 generally votes in favor of proposals to elect directors by a majority vote. |
|
Classified boards. Invesco generally 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 required by law in the state of incorporation, Invesco generally votes against actions that would impose any supermajority voting requirement, and generally supports actions to dismantle existing supermajority requirements. |
|
Responsiveness. Invesco generally 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 generally 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 generally 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. Furthermore, Invesco generally votes for shareholder proposals that are designed to protect shareholder rights if a companys corporate governance standards indicate that such additional protections are warranted. |
II. Incentives
Invesco believes properly constructed compensation plans that include equity ownership are effective in creating incentives that induce management and employees of portfolio companies to create greater shareholder wealth. Invesco generally supports equity compensation plans that promote the proper alignment of incentives with shareholders long-term interests, and generally votes against plans that are overly dilutive to existing shareholders, plans that contain objectionable structural features, and plans that appear likely to reduce the value of the Clients investment.
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Following are specific voting issues that illustrate how Invesco evaluates incentive plans.
|
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. Invesco views the election of 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 generally 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. Invesco generally 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 automatically to replenish shares without shareholder approval. |
|
Employee stock-purchase plans. Invesco generally 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 generally oppose proposals requiring such agreements to be ratified by shareholders in advance of their adoption. Given the vast differences that may occur in these agreements, it is necessary to note that IUPAC can and does evaluate some severance agreements on a case-by-case basis. |
III. | Capitalization |
Examples of management proposals related to a companys capital structure include authorizing or issuing additional equity capital, repurchasing outstanding stock, or enacting a stock split or reverse stock split. On requests for additional capital stock, Invesco analyzes the companys stated reasons for the request. Except where the request could adversely affect the Clients ownership stake or voting rights, Invesco generally supports a boards decisions on its needs for additional capital stock. Some capitalization proposals require a case-by-case analysis. Examples of such proposals include authorizing common or preferred stock with special voting rights, or issuing additional stock in connection with an acquisition.
IV. | Mergers, Acquisitions and Other Corporate Actions |
Issuers occasionally require shareholder approval to engage in certain corporate actions such as mergers, acquisitions, name changes, dissolutions, reorganizations, divestitures and reincorporations and the votes for these types of corporate actions are generally determined on a case-by-case basis.
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V. |
Anti-Takeover Measures |
Practices designed to protect a company from unsolicited bids can adversely affect shareholder value and voting rights, and they create conflicts of interests among directors, management and shareholders. Except under special issuer-specific circumstances, Invesco generally votes to reduce or eliminate such measures. These measures include adopting or renewing poison pills, requiring supermajority voting on certain corporate actions, classifying the election of directors instead of electing each director to an annual term, or creating separate classes of common or preferred stock with special voting rights. Invesco generally votes against management proposals to impose these types of measures, and generally votes for shareholder proposals designed to reduce such measures. Invesco generally supports shareholder proposals directing companies to subject their anti-takeover provisions to a shareholder vote.
VI. |
Environmental and Social Issues |
Invesco will evaluate environmental and social proposals when it believes such proposals may influence long-term shareholder value. If Invesco votes on an environmental or social proposal, it shall do so in a manner it believes will maximize long-term shareholder value.
VII. |
Routine Business Matters |
Routine business matters rarely have the potential to have a material effect on the economic prospects of Clients holdings, so Invesco generally supports the boards discretion on these items. However, Invesco generally votes against proposals where there is insufficient information to make a decision about the nature of the proposal. Similarly, Invesco generally votes against proposals to conduct other unidentified business at shareholder meetings.
C. |
SUMMARY |
These Guidelines provide an important framework for making proxy-voting decisions, and should give our Clients insight into the factors driving Invescos decisions. The Guidelines cannot address all potential proxy issues, however. Decisions on specific issues must be made within the context of these Guidelines. In addition, at the discretion of the portfolio managers, Invesco may also vote shares held on a Client-by-Client basis.
D. |
EXCEPTIONS |
Client Maintains Right to Vote Proxies
In the case of institutional Clients or sub-advised Clients, Invesco will vote the proxies in accordance with these Guidelines unless a Client, ERISA or non-ERISA, retains, in writing, the right to vote or the named fiduciary (e.g., the plan sponsor) of a Client retains in writing the right to direct the plan trustee or a third party to vote proxies.
Proxy Voting for Fixed Income Assets and Stable Value Wrap Agreements
Some of Invescos fixed income Clients hold interests in preferred stock of companies and some of Invescos stable value clients are parties to wrap agreements. From time to time, companies that have issued preferred stock or that are parties to wrap agreements request
November 2013
that Invescos Clients vote proxies on particular matters. Neither ISS nor GL currently provides proxy analysis or vote recommendations with respect to such proxy votes. Therefore, when a particular matter arises in this category, the portfolio managers responsible for the particular mandate will review the matter and make a recommendation as to how to vote the associated proxy.
Proxy Constraints
In certain circumstances, Invesco may refrain from voting where the economic cost of voting a companys proxy exceeds any anticipated benefits of that proxy proposal. In addition, there may be instances in which Invesco is unable to vote a proxy despite using commercially reasonable efforts to vote all of its Clients proxies. Particular examples of such instances include, but are not limited to, the following:
|
When securities are participating in the securities lending program, Invesco makes a determination of whether to terminate the loan by weighing the benefit to the Clients of voting a particular proxy versus the revenue lost by terminating the loan and recalling the securities. In some countries the exercise of voting rights requires the Client to submit to share-blocking. Invesco generally refrains from voting proxies in share-blocking countries unless the portfolio manager determines that the benefit to the Client(s) of voting a specific proxy outweighs the Clients temporary inability to sell the security. |
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An inability to receive proxy materials from our Clients custodians with enough time and enough information to make a voting decision sometimes precludes Invescos ability to vote proxies. |
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A requirement of some non-U.S. companies that in order to vote a proxy a representative in person must attend the proxy meeting. Invesco makes a determination as to whether the costs of sending a representative or signing a power-of-attorney outweigh the benefit of voting a particular proxy. |
In the great majority of instances Invesco is able to vote U.S. and non-U.S. proxies successfully. It is important to note that Invesco makes voting decisions for non-U.S. issuers using these Guidelines as its framework, but also takes into account the corporate governance standards, regulatory environment and generally reasonable and governance-minded practices of the local market.
E. RESOLVING POTENTIAL CONFLICTS OF INTEREST
Firm Level Conflicts of Interest . A potential conflict of interest arises when Invesco votes a proxy for an issuer with which it also maintains a material business relationship. Examples could include issuers that are distributors of Invescos products, or issuers that employ Invesco to manage portions of their retirement plans or treasury accounts.
Invesco generally resolves such potential conflicts in one of the following ways: (1) if the proposal that gives rise to the potential conflict is specifically addressed by the Guidelines, Invesco may vote the proxy in accordance with the predetermined Guidelines; (2) Invesco may engage an independent third party to determine how the proxy should be voted; or (3) Invesco may establish an ethical wall or other informational barrier between the persons involved in the potential conflict and the persons making the proxy-voting decision in order to insulate the potential conflict from the decision makers.
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Because the Guidelines are pre-determined and crafted to be in the best economic interest of Clients, applying the Guidelines to vote Client proxies should, in most instances, adequately resolve any potential conflict of interest. As an additional safeguard against potential conflicts, persons from Invescos marketing, distribution and other customer-facing functions are not members of IUPAC.
Personal Conflicts of Interest. If any member of IUPAC has a personal conflict of interest with respect to a company or an issue presented for voting, that IUPAC member will inform IUPAC of such conflict and will abstain from voting on that company or issue. All IUPAC members shall sign an annual conflicts of interest memorandum.
Funds of Funds . Some Invesco Funds offering diversified asset allocation within one investment vehicle own shares in other Invesco Funds. A potential conflict of interest could arise if an underlying Invesco Fund has a shareholder meeting with any proxy issues to be voted on, because Invescos asset-allocation funds or target-maturity funds may be large shareholders of the underlying fund. In order to avoid any potential for a conflict, the asset-allocation funds and target maturity funds vote their shares in the same proportion as the votes of the external shareholders of the underlying fund.
F. |
RECORDKEEPING |
The Investments Administration team will be responsible for all Proxy Voting record keeping.
Policies and Vote Disclosure
A copy of these Guidelines and the voting record of each Invesco Retail Fund are available on Invescos web site, www.invesco.com . In accordance with Securities and Exchange Commission regulations, all Invesco Funds file a record of all proxy-voting activity for the prior 12 months ending June 30th. That filing is made on or before August 31st of each year. In the case of institutional and sub-advised Clients, Clients may obtain information about how Invesco voted proxies on their behalf by contacting their client services representative.
November 2013
Proxy Policies and Procedures
for
Invesco Asset Management Limited (UK)
|
Invesco Perpetual Policy on Corporate Governance and Stewardship |
Invesco Perpetual
Policy on Corporate Governance and Stewardship
Contents
Page |
Section |
|||
1. |
Introduction |
|||
2. |
Scope |
|||
3. |
Responsible voting |
|||
4. |
Voting procedures |
|||
5. |
Dialogue with companies |
|||
6. |
Non-routine resolutions and other topics |
|||
7. |
Evaluation of companies environmental, social and governance arrangements (ESG) |
|||
8. |
Disclosure and reporting |
|||
9. |
UK Stewardship Code |
|||
Appendix 1 Voting on shares listed outside of the UK, Europe and the US |
Invesco Perpetual
Policy on Corporate Governance and Stewardship
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 shareholder 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 clients. As a core part of the investment process, IPs fund managers will endeavour to establish a dialogue with company 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 a company needs to grow, about being actively involved in its strategy, when necessary, and helping to ensure that shareholder interests are always at the forefront of managements thoughts.
IP primarily defines stewardship as representing the best interests of clients in its fiduciary role as a discretionary asset manager (not asset owner) and as an institutional shareholder, i.e. an organization which pools large sums of money and invest those sums in securities, real property and other investment assets. This is considered more appropriate than undertaking the stewardship of investee companies, which we believe should always remain the responsibility of the directors and executives of those companies. IP may at times seek to influence strategies of investee companies, where appropriate, on behalf of its clients, but IP will never seek to be involved in the day to day running of any investee companies.
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 Hong Kong & China, IP Japanese Smaller Companies, IP Global Balanced Index, IP Global ex-UK Core Equity Index, IP Global ex-UK Enhanced Index and the IP Balanced Risk 6, 8 and 10 funds.
Invesco Perpetual
Policy on Corporate Governance and Stewardship
3. | Responsible voting |
One important means of putting shareholder responsibility into practice is via the exercising of voting rights. In deciding whether to vote, IP will take into account such factors as the likely impact of voting on management activity, and where expressed, the preference of clients in portfolios managed by them. As a result of these two factors, IP will tend to vote on all UK, European and US shares but to vote on a more selective basis on other shares. (See Appendix I - Voting on shares listed outside of the UK, Europe and the US).
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.
In voting for or against a proposal, IP will have in mind three objectives, as follows:
- | To protect the rights of its clients |
- | 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 clients 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.
Invesco Perpetual
Policy on Corporate Governance and Stewardship
5. | Dialogue with companies |
IP will endeavour, where practicable and in accordance with its investment approach, to enter into a dialogue with companies management 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 investee company shareholder value.
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 review, which can only be achieved through company meetings.
The building of this relationship facilitates frank and open discussion, and on-going 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 investments were based on a joint understanding of where the businesses were going and the ability of the companies management to execute that plan. Inevitably there are times when IPs views diverge from those of the companies executives but, where possible, it attempts to work with companies towards a practical solution. However, IP believes that its status as part-owner of companies means that it has both the right and the responsibility to make its views known. The option of selling out of those businesses 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 companies 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. |
Invesco Perpetual
Policy on Corporate Governance and Stewardship
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 Investment Management 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 companiesgovernance 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 effect in its ability to manage its portfolios and ultimately would not be in the best interests of all clients. 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, it will seek to provide regular illustrations 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 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.
Invesco Perpetual
Policy on Corporate Governance and Stewardship
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, which sets out how it will discharge its stewardship responsibilities, on the About us page on its website:
www.invescoperpetual.co.uk
The following is a summary:
IP primarily defines stewardship as representing the best interests of clients in its fiduciary role as a discretionary asset manager (not asset owner) and as an institutional shareholder, i.e. an organization which pools large sums of money and invest those sums in securities, and other investment assets. This is considered more appropriate than undertaking the stewardship of investee companies, which we believe should always remain the responsibility of the directors and executives of those companies. IP may at times seek to influence strategies of investee companies, where appropriate, on behalf of its clients, but IP will never seek to be involved in the day to day running of any investee companies. As a result, in the interests of the beneficiaries of the assets under its management, IP will engage with investee companies on strategy, share value performance, risk, capital structure, governance, culture, remuneration and other significant matters that may be subject to voting in a general meeting and of proportional interest in terms of value discovery in a business.
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.
This Invesco UK Conflicts of Interest Policy is available on request and covers potential conflicts of interest in relation to stewardship. The Conflicts of Interest Policy defines a conflict of interest as a situation where there is a material risk of damage to the interests of a client arising because of the interests of Invesco and our clients differ and any client and those of another client differ. As UK Stewardship is carried out in our clients interests, there are limited opportunities for conflicts of interest arising and, where they do, these are managed appropriately.
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, on-going 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. As part of the engagement process IP fund managers may choose to be made insiders (i.e. to be made privy to material, non-public information) to protect and/or enhance investor value. In such circumstances they will follow IPs regulatory required policy and processes to mitigate against market abuse, principally by systematically blocking any trading in insider securities.
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.
Invesco Perpetual
Policy on Corporate Governance and Stewardship
9. | The UK Stewardship Code |
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 on-going 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 Investment Management 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, there are no conflicts of interest 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 any of the below:
- | Stuart Howard Head of IP Investment Management Operations |
- | Dan Baker IP Investment Management Operations Manager |
- | Charles Henderson UK Equities Business 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 (together with European and US) 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 effect on its ability to manage its portfolios and ultimately would not be in the best interest of all clients.
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.
IP uses ISS to process its voting decisions and the ABIs IVIS service for research for UK securities. Its instructions to ISS include a default instruction to vote with management, which is used only on the rare occasion when instructions are not successfully transmitted to ISS. IP will also consider the need to attend and vote at general meetings if issues prevent the casting of proxy votes within required time limits.
IP does not enter into stock lending arrangements which might impact the voting process.
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, we will seek to provide illustrations 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.
IP currently does not obtain an independent opinion on its engagement and voting processes as it believes any value for its clients from such an opinion is outweighed by the costs of obtaining such an opinion. There is also no material demand from clients to provide such an independent assurance.
Invesco Perpetual
Policy on Corporate Governance and Stewardship
Appendix 1
Voting on shares listed outside of the UK, Europe and the US
When deciding whether to exercise the voting rights attached to its clients shares listed outside of the UK, Europe and the US, IP will take into consideration a number of factors. These will include the:
- | 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 |
Generally, IP will vote on shares listed outside of the UK, Europe and the US by exception only, except where the client or local regulator expressly requires voting on all shares.
Note: Share blocking
Generally, IP will not vote where this results in shares being blocked from trading for a period of more than a few hours. IP considers that it is not in the interest of clients that their shares are blocked at a potentially sensitive time, such as that around a shareholder meeting.
Important information
As at 14 January 2013.
For more information on our funds, please refer to the most up to date relevant fund and share class-specific Key Investor Information Documents, the Supplementary Information Document, the ICVC ISA Key Features and Terms & Conditions, the latest Annual or Interim Short Reports and the latest Prospectus. This information is available using the contact details shown.
Telephone calls may be recorded.
The value of investments and any income will fluctuate (this may partly be the result of exchange rate fluctuations) and investors may not get back the full amount invested.
Where Invesco Perpetual has expressed views and opinions, these may change.
Invesco Perpetual is a business name of Invesco Asset Management Limited. Authorised and regulated by the Financial Services Authority.
Invesco Asset Management Limited
Registered in England 949417
Registered Office: 30 Finsbury Square, London, EC2A 1AG
51781/PDF/300113
Proxy Policies and Procedures
for
Invesco Canada Ltd.
B6. Proxy Voting
Policy Number: B-6 Implementation Date: May 1, 2001 Effective Date: May 2013
1. | Purpose and Background |
The purpose of this Policy is to ensure that proxies are voted in the best interest of Accounts (as defined in Section 2), by defining the obligations and responsibilities of Invesco Canada Ltd. (Invesco Canada). This Policy seeks to achieve that objective by specifying:
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procedures for Proxy Voting, Proxy Administration, Records Management and Data Retention (set out in Section 3 of the Policy); and |
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the Invesco Canada Proxy Voting Guidelines (Guidelines) to be used in analyzing certain specific matters as set out in Appendix A of the Policy. |
2. | Application |
Invesco Canada is responsible for voting proxies with respect to securities held in the accounts (Accounts) for which it acts as:
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Investment fund manager, including investment funds offered in Canada (the Canadian Funds), |
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Adviser, including Separately managed portfolios (SMPs), |
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Sub-adviser, including investment funds registered under and governed by the US Investment Company Act of 1940, as amended, (the US Funds). |
Portfolio managers are responsible for documenting their reasons for not voting a proxy with respect to securities held in the Accounts.
The Accounts referred to above, exclude Accounts that are sub-advised (Sub-Advised Accounts) to affiliated advisers (Sub-Advisers). Proxies for Sub-Advised Accounts must be voted in accordance with the Sub-Advisers proxy voting policy (which may contain different voting recommendations), provided the policy as a whole is designed with the intention of voting securities in the best interests of the Account; unless the sub-advisory agreement between the Sub-Adviser and Invesco Canada provides otherwise.
Voting rights will not be exercised in accordance with this policy or the Sub-Advisers proxy policy if the investment management agreement between the client and Invesco Canada governing a SMP provides otherwise.
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Exceptions to the requirement to exercise all voting rights are outlined in the Guidelines as amended from time to time.
3. | Proxy Voting, Proxy Administration, Records Management and Data Retention |
3.1 | Proxy Voting |
In line with acting in the best interest of the Accounts, Invesco Canadas portfolio managers are responsible for exercising all proxy votes in accordance with the Guidelines. When a proxy is voted against the recommendation of the publicly traded companys management, the portfolio manager or designate shall provide the reasons in writing to the proxy team within the Investment Operations and Support department (Proxy Team).
Invesco Canada may delegate to a third party the responsibility to vote proxies on behalf of all or certain Accounts provided that such 3rd party adheres to the Guidelines.
3.2 | Proxy Administration |
The Proxy Team is responsible for managing all proxy voting materials. The Proxy Team ensures that all proxies received from issuers are voted on a timely basis. Proxy voting circulars for companies are generally received electronically through an external service provider. Circulars for North American companies and American Depository Receipts are also received in paper format.
Once a proxy voting circular is received, the Proxy Team verifies that all shares and Accounts affected are correctly listed. The Proxy Team then gives a copy of the proxy ballot to each affected portfolio manager and maintains a tracking list to ensure that all proxies are voted within the prescribed deadlines.
Once voting information has been received from the portfolio managers, voting instructions are sent electronically to the service provider who then forwards the instructions to the appropriate proxy voting agent or transfer agent.
3.3 | Records Management and Data Retention |
For all Accounts, Invesco Canada shall maintain a record of all a) proxies received, b) votes cast (unless retained by an external proxy service provider), and c) reasons for voting against management (if applicable).
In addition, for the US Funds, Invesco Canada will maintain a copy of any document created by Invesco Canada that was material to making a decision on how to vote proxies on behalf of a US Fund and that memorializes the basis of that decision.
The external proxy service provider retains on behalf of Invesco Canada, electronic records of the votes cast for a period of 7 years.
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All documents retained by Invesco Canada shall be maintained and preserved for a period of i) 2 years in an easily accessible place where Invesco Canada carries on business in Canada and ii) 5 years thereafter at the same location or at any other location.
4. | Reporting |
The Global Investments Director (or designate)
The Global Investments Director (or designate) must report on proxy voting to the
Compliance Committees of the Invesco Canada Fund Advisory Board and the Boards of Directors of Invesco Canada Fund Inc. and Invesco Canada Corporate Class Inc. (collectively, the Board Compliance Committees) on an annual basis with respect to all Canadian Funds and investment funds managed by Invesco Canada that have been sub-advised to global affiliates.
The Global Investments Director (or designate) shall report on proxy voting to the Board of Directors of the US Funds as required from time to time.
The Proxy Team
In accordance with National Instrument 81-106 Investment Fund Continuous Disclosure (NI 81-106), the proxy team prepares the proxy voting records for all Canadian mutual funds and TSX-listed PowerShares ETFs on an annual basis (for the period ended June 30) and ensures that the records are posted on Invesco Canadas website no later than August 31st of each year.
Invesco Canada Compliance department (Compliance)
Compliance will review a sample of proxy voting records to assess the practices of the portfolio managers and Proxy Team to confirm that they are acting in accordance with these policies and procedures, and are voting in the best interest of the applicable Accounts.
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APPENDIX A
INVESCO CANADA
PROXY VOTING GUIDELINES
Purpose
The purpose of this document is to describe Invesco Canada Ltd.s (Invesco Canada) general guidelines for voting proxies received from companies held in the accounts (Accounts) for which it acts as investment fund manager and/or adviser including:
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Investment fund manager, including investment funds offered in Canada (the Canadian Funds), |
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Adviser, including separately managed portfolios (SMPs), |
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Sub-adviser, including investment funds registered under and governed by the US Investment Company Act of 1940, as amended (the US Funds). |
The Accounts referred to above, exclude Accounts that are sub-advised (Sub-Advised Accounts) by affiliated or third party advisers (Sub-Advisers). Proxies for Sub-Advised Accounts will be voted in accordance with the Sub-Advisers proxy voting policy (which may contain different voting recommendations), provided the policy as a whole is designed with the intention of voting securities in the best interest of the Account; unless the sub-advisory agreement provides otherwise.
Voting rights will not be exercised in accordance with this policy or the Sub-Advisers proxy policy if the investment management agreement between the client and Invesco Canada governing the SMP provides otherwise.
Compliance will review the proxy voting policies & procedures of any new sub-advisors as part of its due diligence.
Introduction
Invesco Canada has a fiduciary obligation to act in the best long-term economic interest of the Accounts when voting proxies of portfolio companies.
The default is to vote with the recommendation of the publicly traded companys management.
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As a general rule, Invesco Canada shall vote against any actions that would:
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reduce the rights or options of shareholders, |
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reduce shareholder influence over the board of directors and management, |
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reduce the alignment of interests between management and shareholders, or |
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reduce the value of shareholders investments. |
Since Invesco Canadas portfolio managers follow an investment discipline that includes investing in companies that are believed to have strong management teams, the portfolio managers will generally support the management of companies in which they invest, and will accord proper weight to the recommendations of company management. Therefore, in most circumstances, votes will be cast in accordance with the recommendations of company management.
While Invesco Canadas proxy voting guidelines are stated below, the portfolio managers will take into consideration all relevant facts and circumstances (including country specific considerations), and retain the right to vote proxies as deemed appropriate.
These guidelines may be amended from time to time.
Situations in which Voting Rights Proxies Will Not Be Exercised
Voting rights will not be exercised in situations where:
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the securities have been sold subsequent to record date; |
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administrative issues prevent voting, or; |
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Invesco Canada sub-advises an Account for an unaffiliated third-party and the securities to be voted have been lent out by the fund manager. |
Conflicts of Interest
When voting proxies, Invesco Canadas portfolio managers assess whether there are material conflicts of interest between Invesco Canadas interests and those of the Account. A potential conflict of interest situation may include where Invesco Canada or an affiliate manages assets for, provides other financial services to, or otherwise has a material business relationship with, a company whose management is soliciting proxies, and failure to vote in favour of management of the company may harm Invesco Canadas relationship with the company. In all situations, the portfolio managers will not take Invesco Canadas relationship with the company into account, and will vote the proxies
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in the best interest of the Account. To the extent that a portfolio manager has any personal conflict of interest with respect to a company or an issue presented, that portfolio manager should abstain from voting on that company or issue. Portfolio managers are required to report in writing to the relevant Investment Head any such conflicts of interest and/or attempts by outside parties to improperly influence the voting process. If the portfolio manager in question is an Investment Head, such conflicts of interest and/or attempts by outside parties to improperly influence the voting process shall be presented in writing to the Investment Leadership Team (ILT). The Global Investments Director (or designate) will report any conflicts of interest to the Independent Review Committee on an annual basis.
I. | BOARDS OF DIRECTORS |
We believe that a board that has at least a majority of independent directors is integral to good corporate governance. Unless there are restrictions specific to a companys home jurisdiction, key board committees, including audit and compensation committees, should be completely independent.
Voting on Director Nominees in Uncontested Elections
Votes in an uncontested election of directors are evaluated on a case-by-case basis, considering factors that may include:
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Long-term financial company performance relative to a market index, |
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Composition of the board and key board committees, |
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Nominees attendance at board meetings, |
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Nominees time commitments as a result of serving on other company boards, |
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Nominees stock ownership position in the company, |
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Whether the chairman is also serving as CEO, and |
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Whether a retired CEO sits on the board. |
Voting on Director Nominees in Contested Elections
Votes in a contested election of directors are evaluated on a case-by-case basis, considering factors that may include:
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Long-term financial performance of the company relative to its industry, |
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Managements track record, |
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Background to the proxy contest, |
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Qualifications of director nominees (both slates), |
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Evaluation of what each side is offering shareholders as well as the likelihood that the proposed objectives and goals can be met, and |
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Stock ownership positions in the company. |
Majority Threshold Voting for Director Elections
We will generally vote for proposals that require directors to be elected with an affirmative majority of votes cast unless the relevant portfolio manager believes that the company has adopted formal corporate governance principles that present a meaningful alternative to the majority voting standard.
Separating Chairman and CEO
Shareholder proposals to separate the chairman and CEO positions should be evaluated on a case-by-case basis.
While we generally support these proposals, some companies have governance structures in place that can satisfactorily counterbalance a combined position. Voting decisions will take into account factors such as:
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Designated lead director, appointed from the ranks of the independent board members with clearly delineated duties; |
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Majority of independent directors; |
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All-independent key committees; |
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Committee chairpersons nominated by the independent directors; |
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CEO performance is reviewed annually by a committee of independent directors; and |
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Established governance guidelines. |
Majority of Independent Directors
While we generally support proposals asking that a majority of directors be independent, each proposal should be evaluated on a case-by-case basis.
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We generally vote for proposals that the boards audit, compensation, and/or nominating committees be composed exclusively of independent directors.
Stock Ownership Requirements
We believe that individual directors should be appropriately compensated and motivated to act in the best interests of shareholders. Share ownership by directors better aligns their interests with those of other shareholders. Therefore, we believe that meaningful share ownership by directors is in the best interest of the company.
We generally vote for proposals that require a certain percentage of a directors compensation to be in the form of common stock.
Size of Boards of Directors
We believe that the number of directors is important to ensuring the boards effectiveness in maximizing long-term shareholder value. The board must be large enough to allow it to adequately discharge its responsibilities, without being so large that it becomes cumbersome.
While we will prefer a board of no fewer than 5 and no more than16 members, each situation will be considered on a case-by-case basis taking into consideration the specific company circumstances.
Classified or Staggered Boards
In a classified or staggered board, directors are typically elected in two or more classes, serving terms greater than one year.
We prefer the annual election of all directors and will generally not support proposals that provide for staggered terms for board members. We recognize that there may be jurisdictions where staggered terms for board members is common practice and, in such situations, we will review the proposals on a case-by-case basis.
Director Indemnification and Liability Protection
We recognize that many individuals may be reluctant to serve as corporate directors if they are personally liable for all lawsuits and legal costs. As a result, limitations on directors liability can benefit the corporation and its shareholders by helping to attract and retain qualified directors while providing recourse to shareholders on areas of misconduct by directors.
We generally vote for proposals that limit directors liability and provide indemnification as long as the arrangements are limited to the director acting honestly and in good faith with a view to the best interests of the company and, in criminal matters, are limited to the director having reasonable grounds for believing the conduct was lawful.
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II. | AUDITORS |
A strong audit process is a requirement for good corporate governance. A significant aspect of the audit process is a strong relationship with a knowledgeable and independent set of auditors.
Ratification of Auditors
We believe a company should limit its relationship with its auditors to the audit engagement, and certain closely related activities that do not, in the aggregate, raise an appearance of impaired independence.
We generally vote for the reappointment of the companys auditors unless:
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It is not clear that the auditors will be able to fulfill their function; |
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There is reason to believe the auditors have rendered an opinion that is neither accurate nor indicative of the companys financial position; or |
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The auditors have a significant professional or personal relationship with the issuer that compromises their independence. |
Disclosure of Audit vs. Non-Audit Fees
Understanding the fees earned by the auditors is important for assessing auditor independence. Our support for the re-appointment of the auditors will take into consideration whether the management information circular contains adequate disclosure about the amount and nature of audit vs. non-audit fees.
There may be certain jurisdictions that do not currently require disclosure of audit vs. non-audit fees. In these circumstances, we will generally support proposals that call for this disclosure.
III. | COMPENSATION PROGRAMS |
Appropriately designed equity-based compensation plans, approved by shareholders, can be an effective way to align the interests of long-term shareholders and the interests of management, employees and directors. Plans should not substantially dilute shareholders ownership interests in the company, provide participants with excessive awards or have objectionable structural features. We will consider each compensation plan in its entirety (including all incentives, awards and other compensation) to determine if the plan provides the right incentives to managers, employees and directors and is reasonable on the whole.
While we generally encourage companies to provide more transparent disclosure related to their compensation programs, the following are specific guidelines dealing with some
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of the more common features of these programs (features not specifically itemized below will be considered on a case-by-case basis taking into consideration the general principles described above):
Cash Compensation and Severance Packages
We will generally support the boards discretion to determine and grant appropriate cash compensation and severance packages.
Executive Compensation (say on pay)
Proposals requesting that companies subject each years compensation record to a non binding advisory shareholder vote, or so-called say on pay proposals will be evaluated on a case-by-case basis.
Equity Based Plans - Dilution
Equity compensation plans can increase the number of shares of a company and therefore dilute the value of existing shares. While such plans can be an effective compensation tool in moderation, they can be a concern to shareholders and their cost needs to be closely watched. We assess proposed equity compensation plans on a case-by-case basis.
Employee Stock Purchase Plans
We will generally vote for the use of employee stock purchase plans to increase company stock ownership by employees, provided that shares purchased under the plan are acquired for no less than 85% of their market value. It is recognized that country specific circumstances may exist (e.g. tax issues) that require proposals to be reviewed on a case-by-case basis.
Loans to Employees
We will vote against the corporation making loans to employees to allow employees to pay for stock or stock options. It is recognized that country specific circumstances may exist that require proposals to be reviewed on a case-by-case basis.
Stock Option Plans Board Discretion
We will vote against stock option plans that give the board broad discretion in setting the terms and conditions of the programs. Such programs should be submitted with detail and be reasonable in the circumstances regarding their cost, scope, frequency and schedule for exercising the options.
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Stock Option Plans Inappropriate Features
We will generally vote against plans that have any of the following structural features:
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ability to re-price underwater options without shareholder approval, |
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ability to issue options with an exercise price below the stocks current market price, |
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ability to issue reload options, or |
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automatic share replenishment (evergreen) features. |
Stock Option Plans Director Eligibility
While we prefer stock ownership by directors, we will support stock option plans for directors as long as the terms and conditions of director options are clearly defined
Stock Option Plans - Repricing
We will vote for proposals to re-price options if there is a value-for-value (rather than a share-for-share) exchange.
Stock Option Plans - Vesting
We will vote against stock option plans that are 100% vested when granted.
Stock Option Plans Authorized Allocations
We will generally vote against stock option plans that authorize allocation of 25% or more of the available options to any one individual.
Stock Option Plans Change in Control Provisions
We will vote against stock option plans with change in control provisions that allow option holders to receive more for their options than shareholders would receive for their shares.
IV. | CORPORATE MATTERS |
We will review proposals relating to changes to capital structure and restructuring on a case-by-case basis, taking into consideration the impact of the changes on corporate governance and shareholder rights, anticipated financial and operating benefits, portfolio manager views, level of dilution, and a companys industry and performance in terms of shareholder returns.
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Common Stock Authorization
We will review proposals to increase the number of shares of common stock authorized for issue on a case-by-case basis.
Dual Class Share Structures
Dual class share structures involve a second class of common stock with either superior or inferior voting rights to those of another class of stock.
We will generally vote against proposals to create or extend dual class share structures where classes have different voting rights.
Stock Splits
We will vote for proposals to increase common share authorization for a stock split, provided that the increase in authorized shares would not result in excessive dilution given a companys industry and performance in terms of shareholder returns.
Reverse Stock Splits
We will vote for proposals to implement a reverse stock split.
Share Repurchase Programs
We will vote against proposals to institute open-market share repurchase plans if all shareholders do not participate on an equal basis.
Reincorporation
Reincorporation involves re-establishing the company in a different legal jurisdiction.
We will generally vote for proposals to reincorporate the company provided that the board and management have demonstrated sound financial or business reasons for the move. Proposals to reincorporate will generally not be supported if solely as part of an anti-takeover defense or as a way to limit directors liability.
Mergers & Acquisitions
We will vote for merger & acquisition proposals that the relevant portfolio managers believe, based on their review of the materials:
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will result in financial and operating benefits, |
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have a fair offer price, |
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have favourable prospects for the combined companies, and |
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will not have a negative impact on corporate governance or shareholder rights. |
V. | SOCIAL RESPONSIBILITY |
We recognize that to effectively manage a corporation, directors and management must consider not only the interests of shareholders, but the interests of employees, customers, suppliers, and creditors, among others.
We believe that companies and their boards must give careful consideration to social responsibility issues in order to enhance long-term shareholder value.
We support efforts by companies to develop policies and practices that consider social responsibility issues related to their businesses.
VI. | SHAREHOLDER PROPOSALS |
Shareholder proposals can be extremely complex, and the impact on the interests of all stakeholders can rarely be anticipated with a high degree of confidence. As a result, shareholder proposals will be reviewed on a case-by-case basis with consideration of factors such as:
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the proposals impact on the companys short-term and long-term share value, |
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its effect on the companys reputation, |
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the economic effect of the proposal, |
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industry and regional norms in which the company operates, |
|
the companys overall corporate governance provisions, and |
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the reasonableness of the request. |
We will generally support shareholder proposals that require additional disclosure regarding corporate responsibility issues where the relevant portfolio manager believes:
|
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 |
Page 13 of 14
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the company fails to provide a level of disclosure that is comparable to industry peers or generally accepted standards. |
We will generally not support shareholder proposals that place arbitrary or artificial constraints on the board, management or the company.
Ordinary Business Practices
We will generally support the boards discretion regarding shareholder proposals that involve ordinary business practices.
Protection of Shareholder Rights
We will generally vote for shareholder proposals that are designed to protect shareholder rights if the companys corporate governance standards indicate that such additional protections are warranted.
Barriers to Shareholder Action
We will generally vote for proposals to lower barriers to shareholder action.
Shareholder Rights Plans
We will generally vote for proposals to subject shareholder rights plans to a shareholder vote.
VII. | OTHER |
We will vote against any proposal where the proxy materials lack sufficient information upon which to base an informed decision.
We will vote against any proposals to authorize the company to conduct any other business that is not described in the proxy statement (including the authority to approve any further amendments to an otherwise approved resolution).
Reimbursement of Proxy Solicitation Expenses
Decisions to provide reimbursement for dissidents waging a proxy contest are made on a case-by-case basis.
Page 14 of 14
Proxy Policy and Procedures
for
Invesco Hong Kong Limited
Invesco Hong Kong Limited
PROXY VOTING POLICY
2 January 2014
TABLE OF CONTENTS
Introduction |
2 | |||
1. Guiding Principles |
3 | |||
2. Proxy Voting Authority |
4 | |||
3. Key Proxy Voting Issues |
7 | |||
4. Internal Admistration and Decision-Making Process |
11 | |||
5. Client Reporting |
14 |
INTRODUCTION
This policy sets out Invescos approach to proxy voting in the context of our broader portfolio management and client service responsibilities. It applies to Asia related equity portfolios managed by Invesco on behalf of individually-managed clients and pooled fund clients
Invescos proxy voting policy is expected to evolve over time to cater for changing circumstances or unforeseen events.
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1. | GUIDING PRINCIPLES |
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. |
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2. | PROXY VOTING AUTHORITY |
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 |
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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: |
PROXY VOTING AUTHORITY
Individually-Managed Clients
Unless an individually-managed client wishes to retain proxy voting authority, Invesco will assume proxy voting authority by way of delegation from the client, provided that the allocation of proxy voting responsibility is clearly set out in the investment management agreement.
In the case of clients who wish to place special conditions on the delegation of proxy voting powers, Invesco will endeavour to accommodate those clients requirements as far as practicable, subject to any administrative obstacles or additional costs that might arise in implementing the conditions.
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 |
5
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: |
PROXY VOTING AUTHORITY
Pooled Fund Clients
In considering proxy voting issues arising in respect of pooled fund shareholdings, Invesco will act solely in accordance with its fiduciary responsibility to take account of the collective interests of unitholders in the pooled fund as a whole.
Invesco cannot accept instructions from individual unitholders as to the exercise of proxy voting authority in a particular instance.
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3. | KEY PROXY VOTING ISSUES |
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. |
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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: |
KEY VOTING ISSUES
Major Corporate Proposals
Invesco will always vote on the following issues arising in company General Meetings where it has the authority to do so on behalf of clients.
| 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. |
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.
Invescos approach to significant proxy voting issues which fall outside these areas will be addressed on their merits.
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. |
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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. |
9
KEY PROXY VOTING ISSUES
Administrative Constraints
In view of the administrative constraints and costs involved in the exercise of proxy voting powers, Invesco may (depending on circumstances) not exercise its voting right unless its clients portfolios in aggregate represent a significant proportion of the shareholdings of the company in question.
A significant proportion in this context means 5% or more of the market capitalisation of the company.
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4. | INTERNAL ADMINISTRATION & DECISION-MAKING PROCESS |
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 Global Proxy Team, located within the Client Administration section. The initial role of the Global Proxy 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 |
11
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 Global Proxy 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 Global Proxy 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. |
4.7 | The following policy commitments are implicit in these administrative and decision-making processes: |
INTERNAL ADMINISTRATION AND DECISION-MAKING PROCESS
Invesco will consider all resolutions put forward in the Annual General Meetings or other decision-making forums of all companies in which investments are held on behalf of clients, where it has the authority to exercise voting powers. This consideration will occur in the context of our policy on Key Voting Issues outlined in Section 3.
The voting decision will be made by the Primary Investment Manager responsible for the market in question.
A written record will be kept of the voting decision in each case, and in case of an opposing vote, the reason/comment for the decision.
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Voting instructions will be issued to custodians as far as practicable in advance of the deadline for receipt of proxies by the company. Invesco will monitor the efficiency with which custodians implement voting instructions on clients behalf.
Invescos ability to exercise proxy voting authority is dependent on timely receipt of notification from the relevant custodians.
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5. | CLIENT REPORTING |
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): |
CLIENT REPORTING
Where proxy voting authority is being exercised on a clients behalf, a statistical summary of voting activity will be provided on request as part of the clients regular quarterly report.
Invesco will provide more detailed information on particular proxy voting issues in response to requests from clients wherever possible.
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Proxy Policies and Procedures
for
Invesco Asset Management (Japan) Limited
Guidelines on Exercising Shareholder Voting Rights and
Policies for Deciding on the Exercise of Shareholder Voting Rights
Invesco Asset Management (Japan) Limited
Enforcement Date: July 5, 2010
Revision Date: April 20, 2012
Authority to Amend or Abolish: Shareholders Voting Committee
Record of Amendments
Date |
Content |
|||
April 20, 2011 | Revision associated with review of proxy voting guideline | |||
Mar 6, 2012 | Revision associated with review of investment to emerging markets | |||
April 20, 2012 | Revision associated with review of proxy voting guideline |
B19-2 Giudeline on Exercising Shareholder Voting Rights and Policies for Deciding on the Exercise of Shareholder Voting Rights. April 20, 2012
Guidelines on Exercising of Shareholder Voting Rights and
Policy Decision Making Criteria
(Japanese Equities)
Policy and Objectives of Exercising Shareholder Voting Rights
Our company is cognizant of the importance of corporate governance, and exercises votes with the sole objective of maximizing the long term interests of trustors (investors) and beneficiaries, pursuant to our fiduciary duty as a trustee to the trustors (investors) and the beneficiaries. We will not conduct any voting with an objective of own interest or that of any third party other than the trustors (investors) or beneficiaries. The interests of trustors (investors) and beneficiaries means the increasing of corporate value or the increasing of the economic interests of shareholders or the preventing of damage thereto.
Significance of Guidelines on Exercising Shareholder Voting Rights
Our company has determined the Guidelines on Exercising of Shareholder Voting Rights in accordance with our policy on exercising the voting rights of shareholders, for the purpose of exercising votes in an appropriate manner, and will closely examine each proposal and determine the response pursuant to these Guidelines.
Guidelines on Exercising Shareholder Voting Rights
1. Procedural Proposal
(1) Financial Statements, Business Reports and Auditors Reports
|
In principle we will vote in favor of a proposal requesting approval of the financial statements, business reports and auditor reports, except in the following circumstances: |
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Concerns exist about the settlement or auditing procedures; or |
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The relevant company has not answered shareholders questions concerning matters that should be disclosed. |
(2) Allocation of Earned Surplus and Dividends
|
A decision regarding a proposal requesting approval of the allocation of earned surplus and dividends will be made in consideration of, inter alia, the financial condition and the business performance of the relevant company as well as the economic interests of shareholders. |
2. Election of Directors
A decision regarding a proposal in connection with electing a director will be made in consideration of, inter alia, the independence, suitability and existence or absence of any antisocial activities in
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B19-2 Giudeline on Exercising Shareholder Voting Rights and Policies for Deciding on the Exercise of Shareholder Voting Rights. April 20, 2012
the past on the part of a candidate for director. In the event that a candidate for director is a reelection candidate, we will decide in consideration, inter alia, of the director candidates engagement in corporate governance, accountability, the business performance of the company, and the existence or absence of any antisocial act by the company during his or her term in the office.
Definition of the independence:
A person considered to be independent shall mean a person for whom there is no relationship between the relevant company and the candidate for director other than that of being selected as a director.
(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. |
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In principle we will oppose a candidate for an external director who does not have independence in the case of a committees organized company, except where the majority of the board are independent. |
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In principle we will oppose a top executive candidate if the board after the shareholder meeting does not include at least one external director, regardless of independence. |
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Listed parent and subsidiary |
If the relevant company has a listed parent and does not have at least one external director who is independent from the relevant company, we shall in principle oppose the top executive candidates for directors of that company.
(2) Suitability
In principle we shall oppose a director candidate whose attendance rate is less than 75 percent at meetings of the board of directors.
(3) Accountability
|
We will consider opposing a candidate for reelection as a director, if a takeover defense strategy is introduced, and that has not been approved by a resolution of a general meeting of shareholders. |
(4) Business Performance of the Company
|
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 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 |
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B19-2 Giudeline on Exercising Shareholder Voting Rights and Policies for Deciding on the Exercise of Shareholder Voting Rights. April 20, 2012
performance of the relevant company during the term in office of the candidate was inferior when compared to others in the same industry. |
(5) Antisocial Activities on the Part of the Company
|
In principle we will oppose a candidate for reelection as a director in the event that during the term in office of the candidate a corporate scandal occurred that had a significant impact on society and caused or could cause damage to of shareholder value. |
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In principle we will consider opposing a candidate for reelection as a director in the event that during the term in office of the candidate window dressing or inappropriate accounting practices occurred on the part of the relevant company. |
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(6) Shareholder-unfriendly Behavior We will consider opposing the reelection of directors particularly top executives at companies which have carried out third-party placements without an approval at a general meeting of shareholders where the placements are likely to lead to a excessive diminution of shareholder benefits. |
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We will consider opposing the reelection of directors particularly top executives at companies which have carried out a large-scale public offerings without any rational explanation. |
(7) Other
|
In principle we will oppose a candidate for director in the event that information concerning the relevant candidate has not been sufficiently disclosed. |
3. Amendment of the Composition of the Board of Directors and the Required Qualification of Directors
(1) Amendment of the Number of Directors or Composition of the Board of Directors A decision regarding a proposal concerning amendment of the number of directors or the composition of the board of directors will be made by making a comparison with the existing situation and considering, inter alia, the impact on the relevant company and the economic interests of shareholders.
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We will consider voting in favor of a proposal to decrease the number of directors except external directors, however as for a proposal to increase the number of directors, if there is not any explicit and rational reason, we will consider opposing the reelection of representative directors. |
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We will consider voting in favor of a proposal to increase the number of external directors, however as for a proposal to decrease the number of external directors, if there is not any explicit and rational reason, we will consider opposing the reelection of representative directors. |
(2) Amendment of Required Qualifications of Directors, Their Terms of Office and Scope of Responsibilities
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B19-2 Giudeline on Exercising Shareholder Voting Rights and Policies for Deciding on the Exercise of Shareholder Voting Rights. April 20, 2012
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A decision regarding a proposal concerning amendment of the required qualifications of directors, their terms of office or scope of liabilities will be made by making a comparison with the existing situation and considering, inter alia, the impact on the relevant company and the economic interests of shareholders. |
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In principle we will oppose a proposal requesting retention of a certain number of a companys own shares as a condition of installation or continuation in office of a director. |
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In principle we will oppose a proposal to restrict a term in office of a director. |
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In principle we will oppose a proposal to institute a normal retirement age of directors. |
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In principle we will oppose a proposal to reduce the liabilities of a director from liability in connection with financial damage as a result of a violation of the fiduciary duties. |
(3) Amendment of the Procedural Method for Election of Directors
|
A decision regarding a proposal concerning amendment of the procedural method of electing directors will be made by making a comparison with the existing situation and considering, inter alia, the reasonability of the amendment. |
4. Election of Statutory Auditors
A decision regarding a proposal concerning the election of statutory auditors will be made by considering, inter alia, the independence and the suitability of the candidate for statutory auditor.
Definition of the independence:
A person considered to be independent shall mean a person for whom there is no relationship between the relevant company and the candidate for statutory auditor other than that of being selected as a statutory auditor.
(1) Independence
|
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 whose attendance rate is 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. |
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B19-2 Giudeline on Exercising Shareholder Voting Rights and Policies for Deciding on the Exercise of Shareholder Voting Rights. April 20, 2012
(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. |
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In principle we will consider opposing a candidate for reelection as a statutory auditor in the event that during the term in office of the candidate window dressing or inappropriate accounting practices occurred on the part of the relevant company. |
5. Composition of the Board of Auditors
A decision regarding a proposal concerning amendment of the number of statutory auditors or the composition of the board of auditors will be made by making a comparison with the existing situation and considering, inter alia, the impact on the relevant company and the economic interests of shareholders.
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We will consider voting in favor of a proposal to increase the number of statutory auditors except external statutory auditors, however as for a proposal to decrease the number of statutory auditors, if there is not any explicit and rational reason, we will consider opposing the reelection of representative directors. |
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We will consider voting in favor of a proposal to increase the number of external statutory auditors, however as for a proposal to decrease the number of external statutory auditors, if there is not any explicit and rational reason, we will consider opposing the reelection of representative directors. |
6. Election of Accounting Auditors
We will decide on proposals concerning the election of an accounting auditor by considering, inter alia, the suitability of the candidate for accounting auditor, and the level of audit fees.
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In principle we will oppose a candidate for accounting auditor in the event that the accounting auditor can be determined to have expressed an opinion that is not accurate concerning the financial condition of the relevant company. |
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In principle we will oppose in the event that a contract for non-auditing work exists between the accounting auditor and the relevant company, and it is determined that the non-auditing work can be found to present a conflict of interest with the auditing work. |
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In principle we will oppose a candidate for accounting auditor in the event that an excessive auditing fee is paid. |
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In principle we will oppose a proposal requesting a change of accounting auditor in the event |
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B19-2 Giudeline on Exercising Shareholder Voting Rights and Policies for Deciding on the Exercise of Shareholder Voting Rights. April 20, 2012
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. |
7. Compensation of Directors, Statutory Auditors, Officers and Employees
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(1) Compensation of Directors/ Statutory Auditors In principle we will vote in favor of a proposal to obtain approval of compensation, except in the following cases: |
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A negative correlation appears to exist between the business performance of the company and compensation |
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A compensation framework or practice exists, which presents an issue |
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In principle we will oppose a proposal to pay compensation only by granting shares. |
(2) Annual Bonuses for Directors / Statutory Auditors
In principle we will vote in favor of a proposal to pay annual bonuses, except in the following case:
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Recipients include those who are judged to be responsible for clear mismanagement resulted in a significant decline in the stock price or severe deterioration in business performance, or shareholder-unfriendly behavior. |
(3) 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. |
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In principle we will oppose a proposal to reduce the exercise price of a stock option plan. |
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In principle we will vote in favor of a proposal to request that an amendment of the exercise price of a stock option plan be made a matter for approval by the shareholders. |
(4) Stock Purchase Plan
|
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. |
(5) Retirement Bonus of Directors or Statutory Auditors
A decision regarding a proposal in connection with awarding a retirement bonus to a director or a statutory auditor will be made in consideration of, inter alia, the extent of the persons who are to be recipients, the existence or absence of antisocial activities in the past on the part of the prospective recipients, the business performance of the company, and the existence or absence of antisocial activities on the part of the company.
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B19-2 Giudeline on Exercising Shareholder Voting Rights and Policies for Deciding on the Exercise of Shareholder Voting Rights. April 20, 2012
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In principle we will vote in favor of a proposal to pay a retirement bonus of a director or a statutory auditor if all of the following conditions are satisfied. |
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Retirement bonus amount is disclosed. |
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The prospective recipients do not include an external director or an external statutory auditor. |
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None of the prospective recipients have committed a significant criminal conduct. |
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The business performance of the relevant company has not experienced a deficit for three consecutive periods and had no dividend or dividends or they were inferior when compared to others in the same industry. |
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During the terms of office of the prospective recipients there has been no corporate scandal that had a significant impact on society and caused or could cause damage to shareholder value. |
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During their terms in office there has been no window dressing or inappropriate accounting practices in the relevant company. |
8. Equity Financing Policy
(1) Amendment of the Number of Authorized Shares
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A decision regarding a proposal requesting an increase in the number of authorized shares will be made by considering, inter alia, the impact that amending the number of authorized shares will have on shareholder value and the rights of shareholders, as well as the reasonability of the amendment of the number of authorized shares, and the impact on the listing of shares as well as on the continuity of the company. |
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In principle we will vote in favor of a proposal requesting an increase in the number of authorized shares if it can be determined that unless an increase is made to the number of authorized shares the company will be delisted or that there is a risk of a significant impact on the continuity of the company. |
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In principle we will oppose a proposal to increase the number of authorized shares after the appearance of an acquirer. |
(2) Issuing of New Shares
A decision regarding a proposal in connection with issuing of new shares will be made in consideration of , inter alia, reasons of issuing new shares, issuing conditions and terms, the impact of the dilution on the shareholders value and rights of shareholders as well as the impact on the listing of shares and the continuity of the company.
(3) Acquisition or Reissue by a Company of Its Own Shares
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A decision regarding a proposal for a company to acquire or reissue its own shares shall be made by considering, inter alia, its reasonability. |
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B19-2 Giudeline on Exercising Shareholder Voting Rights and Policies for Deciding on the Exercise of Shareholder Voting Rights. April 20, 2012
(4) Stock Split
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In principle we will vote in favor of a proposal involving a stock split. |
(5) Consolidation of Shares (Reverse Split)
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A decision regarding a proposal involving a consolidation of shares (reverse split) shall be made by considering, inter alia, its reasonability. |
(6) Preferred Shares
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In principle we will oppose a proposal requesting the creation of new preferred shares or increasing the authorized number of preferred shares, by way of a blank power of attorney that does not specify the voting rights, dividends, conversion or other rights. |
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In principle we will vote in favor of a proposal to create new preferred shares or to increase the number of authorized preferred shares if the voting rights, dividends, conversion and other rights are stipulated and these rights can be determined to be reasonable. |
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In principle we will vote in favor of a proposal to the effect that approval of issuing preferred shares is so be obtained from shareholders. |
(7) Issuing of Convertible Bonds
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A decision regarding a proposal to issue convertible bonds shall be made by considering, inter alia, the number of shares into which the bonds are to be converted, and the period to maturity of the bonds. |
(8) Issuing of Non-Convertible Bonds, and Increasing a Borrowing Limit
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A decision regarding a proposal in connection with the issuing of non-convertible bonds or increasing a borrowing limit shall be made by considering, inter alia the financial condition of the relevant company. |
(9) Equitization of Debt
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A decision regarding a proposal requesting an amendment of the number of authorized shares or issuing of shares of the company in relation to a debt restructuring shall be made in consideration of, inter alia, the conditions of amending the number of authorized shares or issuing shares of the company, the impact on shareholder value and on the rights of shareholders, the reasonability thereof, and the impact on listing of the shares as well as on the continuity of the company. |
(10) Capital Reduction
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A decision regarding a proposal in connection with a capital reduction will be made in consideration of, inter alia, the impact on shareholder value and on the rights of shareholders, the reasonability of the capital reduction, as well as the impact on listing of the shares and on |
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B19-2 Giudeline on Exercising Shareholder Voting Rights and Policies for Deciding on the Exercise of Shareholder Voting Rights. April 20, 2012
the continuity of the company. |
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In principle we will approve a proposal requesting a capital reduction in the form of a standard accounting processing. |
(11) Financing Plan
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A decision regarding a proposal in connection with a financing plan will be made in consideration of, inter alia, the impact on shareholder value and the rights of shareholders, as well as the reasonability thereof, and the impact on the listing of shares as well as on the continuity of the company. |
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In principle we will vote in favor of a proposal requesting approval of a financing plan. |
(12) Capitalization of Reserves
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In principle we will vote in favor of a proposal requesting a capitalization of reserves. |
9. Corporate Governance
(1) Amendment of Settlement Period
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In principle we will vote in favor of a proposal requesting an amendment of the settlement period, except when it can be determined that the objective is to delay a general meeting of shareholders. |
(2) Amendment of Articles of Incorporation
A decision regarding a proposal in connection with an amendment of the articles of incorporation will be made in consideration of, inter alia, the impact on shareholder value and the rights of shareholders as well as the necessity and the reasonability of amending the articles of incorporation.
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In principle we will vote in favor of a proposal to amend the articles of incorporation if amendment of the articles of incorporation is necessary by law. |
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In principle we will oppose a proposal to amend the articles of incorporation if it can be determined that there is a risk that the rights of shareholders will be infringed or a risk that a reduction in shareholder value will occur as a result of the relevant amendment. |
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In principal we will vote in favor of a proposal submitted by the board in connection with transition to a committees organized company. |
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In principal we will vote in favor of a proposal requesting mitigation or abolishment of the requirements for special resolution. |
(3) Amendment of the Quorum of a General Meeting of Shareholders
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A decision regarding a proposal in connection with an amendment of the quorum of a general meeting of shareholders will be made in consideration of, inter alia, the impact on shareholder value and the rights of shareholders as well as the customs of the region or country. |
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B19-2 Giudeline on Exercising Shareholder Voting Rights and Policies for Deciding on the Exercise of Shareholder Voting Rights. April 20, 2012
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A proposal in connection with amending the quorum of a special resolution of a general meeting of shareholders will be made in consideration of, inter alia, the impact on shareholder value and the rights of shareholders as well as the customs of the region or country. |
(4) Omnibus Proposal of a General Meeting of Shareholders
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In principle we will oppose an omnibus proposal at a general meeting of shareholders if the entire proposal will not be in the best interests of shareholders. |
10. Corporate Behavior
(1) Amendment of Tradename or Location of Corporate Registration
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In principle we will vote in favor of a proposal requesting amendment of a tradename. |
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In principle we will vote in favor of a proposal requesting amendment of a location of corporate registration. |
(2) Corporate Restructuring
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A decision regarding a proposal in connection with a corporate reorganization as set forth below will be made in consideration of, inter alia, the impact on shareholder value and the rights of shareholders, the respective impact on the financial condition and business performance of the relevant company, as well as the reasonability thereof, and the impact on the listing of shares as well as on the continuity of the company: |
Merger or acquisition;
Assignment or acquisition of business;
Company split (spin-off);
Sale of assets;
Being acquired; or
Liquidation.
(3) Proxy Contest
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A decision regarding a proposal in connection with election of a director from among opposing candidates will be made in consideration of the independence, suitability, existence or absence of any antisocial activities in the past, actions in corporate governance and accountability on the part of the candidates for director, the business performance of the company, the existence or absence of antisocial activities of the company, and the background to the proxy contest. |
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A person who is considered to be independent shall mean a person for whom there is no relationship between the relevant company and the candidate for director other than that of being selected as a candidate director of the relevant company. |
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B19-2 Giudeline on Exercising Shareholder Voting Rights and Policies for Deciding on the Exercise of Shareholder Voting Rights. April 20, 2012
(4) Defense Strategy in Proxy Contest
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Staggered Board |
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In principle we will oppose a proposal requesting the introduction of a staggered board of directors. |
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In principle we will vote in favor of a proposal requesting that the terms in office of directors be one year. |
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Authority to Dismiss Directors |
In principle we will oppose a proposal requesting more stringent requirements for the shareholders to be able to dismiss a director.
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Cumulative Voting |
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In principle we will vote in favor of a proposal to introduce cumulative voting in connection with the election of directors. |
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In principle we will oppose a proposal requesting the abolition of cumulative voting in connection with the election of directors. |
(5) Takeover Defense Strategies
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Introduction or Amendment of Takeover Defense Strategy |
In principle we will oppose a proposal requesting to introduce or amend a takeover defense strategy that will reduce shareholder value or infringe the rights of shareholders.
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Rights Plan (Poison Pill) |
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 of introducing other takeover defense strategies.
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In principal we will oppose a proposal in which, a triggering condition of the number of outstanding shares is less than 20%. |
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In principal we will oppose a proposal that the effective period is beyond 3 years. |
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In principal we will oppose a proposal that directors are not selected annually. |
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In principal we will oppose a proposal in the event that there are less than 2 directors or 20% of the board who are independent with no issue of the attendance records of the board meeting. |
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We will vote in favor for a proposal that a rights plan is considered by an independent committee before introducing such plan. We will vote in favor a proposal only if all special committee members are independent with no issue of the attendance records of the board meeting. |
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In principal we will oppose a proposal in the event that other takeover defense |
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B19-2 Giudeline on Exercising Shareholder Voting Rights and Policies for Deciding on the Exercise of Shareholder Voting Rights. April 20, 2012
strategies exist. |
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In principal we will oppose a proposal in the event that the issuing date of invitation notice to shareholders is less than 3 weeks before the general shareholders meeting. |
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In principal we will oppose a proposal unless the introduction of takeover defense strategies is considered reasonably beneficial to interests of minority shareholders. |
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Relaxation of Requirements to Amend the Articles of Incorporation or Company Regulations |
A decision regarding a proposal to relax the requirements to amend the articles of incorporation or company regulations will be made in consideration of, inter alia, the impact on shareholder value and the rights of shareholders.
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Relaxation of Requirements for Approval of a Merger |
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.
11. Social, Environmental and Political Problems
A decision regarding a proposal in connection with social, environmental or political problems will be made in consideration of, inter alia, the impact that the actions on the part of the company will have on shareholder value and the rights of shareholders, or on the financial condition and business performance of the company, the reasonability of these actions, and the impact on the listing of shares as well as on the continuity of the company.
12. Information Disclosure
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In principle we will oppose a proposal for which sufficient information is not disclosed for the purpose of making a voting decision. |
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In principle we will vote in favor of a proposal to increase information disclosure, if all of the following standards are satisfied. |
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The information will be beneficial to shareholders. |
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The time and expense required for the information disclosure will be minimal. |
13. Conflicts of Interest
We will abstain from exercising shareholder voting rights in a company that would constitute a conflict of interest.
The following company is determined to be a company that would constitute a conflict of interest:
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B19-2 Giudeline on Exercising Shareholder Voting Rights and Policies for Deciding on the Exercise of Shareholder Voting Rights. April 20, 2012
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Invesco Limited. |
14. Shareholder proposals
A decision regarding shareholders proposals will be made in accordance with the Guidelines along with companys proposal, however, will be considered on the basis of proposed individual items.
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B19-2 Giudeline on Exercising Shareholder Voting Rights and Policies for Deciding on the Exercise of Shareholder Voting Rights. April 20, 2012
Guidelines on Exercising of Shareholder Voting Rights and
Policy Decision Making Criteria
(Foreign Equities)
Policy and Objectives of Exercising Shareholder Voting Rights
Our company is cognizant of the importance of corporate governance, and exercises votes with the sole objective of maximizing the long term interests of trustors (investors) and beneficiaries, pursuant to our fiduciary duty as a trustee to the trustors (investors) and the beneficiaries. We will not conduct any voting with an objective of own interest or that of any third party other than the trustors (investors) or beneficiaries. The interests of trustors (investors) and beneficiaries means the increasing of corporate value or the increasing of the economic interests of shareholders or the preventing of damage thereto.
Significance of Guidelines on Exercising Shareholder Voting Rights
Our company has determined the Guidelines on Exercising of Shareholder Voting Rights in accordance with our policy on exercising the voting rights of shareholders, for the purpose of exercising votes in an appropriate manner, considering, inter alia, the laws, regulations, and customs of each market, and will closely examine each proposal and determine the response pursuant to these Guidelines.
Guidelines on Exercising Shareholder Voting Rights
1. Procedural Proposal
(1) Procedures
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In principle we will vote in favor of a selection of the chairman of a general meeting of shareholders, approval of the minutes, approval of the shareholders registry and other proposals in connection with procedures to hold a general meeting of shareholders. |
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In principle we will vote in favor of a procedural proposal such as the following: |
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Opening of a general meeting of shareholders |
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Closing of a general meeting of shareholders |
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Confirming the proper convening of a general meeting of shareholders |
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Satisfaction of the quorum for a general meeting of shareholders |
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Confirming the agenda items of a general meeting of shareholders |
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Election of a chairman of a general meeting of shareholders |
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Designation of shareholders who will sign the minutes of a general meeting of shareholders |
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B19-2 Giudeline on Exercising Shareholder Voting Rights and Policies for Deciding on the Exercise of Shareholder Voting Rights. April 20, 2012
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Preparing and approving a registry of shareholders |
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Filing of legally prescribed documents in connection with a general meeting of shareholders |
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Designation of an inspector or shareholder to inspect the minutes of a general meeting of shareholders |
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Permission to ask questions |
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Approval of the issuing of minutes of a general meeting of shareholders |
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Approval of matters of resolution and granting to the board of directors the authority to execute matters that have been approved |
(2) Financial Statements, Business Reports and Auditors Reports
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In principle we will vote in favor of a proposal requesting approval of the financial statements, business reports and auditor reports, except in the following circumstances: |
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Concerns exist about the settlement or auditing procedures; or |
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The relevant company has not answered shareholders questions concerning matters that should be disclosed. |
(3) Allocation of Earned Surplus and Dividends
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A decision regarding a proposal requesting approval of the allocation of earned surplus and dividends will be made in consideration of, inter alia, the financial condition and the business performance of the relevant company as well as the economic interests of shareholders. |
2. Election of Directors
A decision regarding a proposal in connection with electing a director will be made in consideration of, inter alia, the independence, suitability and existence or absence of any antisocial activities in the past on the part of a candidate for director. In the event that a candidate for director is a reelection candidate, we will decide in consideration, inter alia, of the director candidates engagement in corporate governance, accountability, the business performance of the company, and the existence or absence of any antisocial act by the company during his or her term in the office.
Definition of independence:
A person considered to be independent shall mean a person for whom there is no relationship between the relevant company and the candidate for director other than that of being selected as a director.
(1) Independence
(United States)
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B19-2 Giudeline on Exercising Shareholder Voting Rights and Policies for Deciding on the Exercise of Shareholder Voting Rights. April 20, 2012
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In the following circumstances we will in principle oppose or withhold approval of a candidate for an internal director, or a candidate for an external director who cannot be found to have a relationship of independence from the relevant company: |
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If the internal director or the external director who cannot be found to have a relationship of independence from the relevant company is a member of the compensation committee or the nominating committee; |
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If the audit committee, compensation committee, or nominating committee has not been established and the director functions as a committee member; |
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If the nominating committee has not been established; |
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If external directors who are independent from the relevant company do not constitute a majority of the board of directors; |
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A person who is independent shall mean a person for whom there is no relationship between the relevant company and the candidate for director other than that of being selected as a director. |
(Other than United States)
A decision concerning the independence of the candidate for director will be made in consideration of the conditions of each country.
(2) Suitability
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In principle we shall oppose or withhold approval of a director candidate in the following circumstances: |
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An attendance rate of less than 75 percent at meetings of any of the board of directors, the audit committee, the compensation committee, or the nominating committee; |
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Serving as a director of six or more companies; or |
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Serving as a CEO of another company and also serving as an external director of at least two other companies. |
(3) Corporate Governance Strategies
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In principle we will oppose or withhold approval of all candidates for reelection in the event that the board of directors employs a system of staggered terms of office and a problem of governance has occurred in the board of directors or committee but the responsible director is not made a subject of the current proposal to reelect directors. |
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In the following circumstances we will in principle oppose or withhold approval of a candidate for reelection of a director who is a member of the audit committee: |
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If an excessive auditing fee is being paid to the accounting auditor; |
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B19-2 Giudeline on Exercising Shareholder Voting Rights and Policies for Deciding on the Exercise of Shareholder Voting Rights. April 20, 2012
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If the accounting auditor has expressed an opinion of non-compliance concerning the financial statements of the relevant company; or |
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If the audit committee has agreed with the accounting auditor to reduce or waive the liability of accounting auditor, such as by limiting the right of the company or the shareholders to take legal action against the accounting auditor. |
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In the following circumstances we will in principle oppose or withhold approval of a candidate for reelection as a director who is a member of the compensation committee: |
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If there appears to be a negative correlation between the business performance of the company and the compensation of the CEO; |
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If in the case of an option for which the stock price of the relevant company is less than the exercise price, an amendment of the exercise price or an exchange for cash or the like has been made without the approval of a general meeting of shareholders; |
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If an exchange (sale) of stock options which is limited to a single exercise has been made without obtaining the approval of a general meeting of shareholders; |
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If the burn rate has exceeded the level promised in advance to shareholders (the burn rate is the annual rate of dilution measured by the stock options or rights to shares with restriction on assignment that have been actually granted (otherwise known as the run rate)); or |
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If a compensation system or practice exists that presents a problem. |
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In the following circumstances we will in principle oppose or withhold approval of all candidates for reelection as directors: |
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If the board of directors has not taken appropriate action regarding a shareholders proposal even if there was a shareholders proposal which was approved by a majority of the overall votes in the previous period at a general meeting of shareholders. |
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If the board of directors has not taken appropriate action regarding a shareholders proposal even if a shareholders proposal has been approved by a majority of the valid votes in two consecutive periods at a general meeting of shareholders; |
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If the board of directors has not taken appropriate action such as withdrawing a takeover defense strategy, despite a majority of shareholders having accepted a public tender offer; or |
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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. |
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B19-2 Giudeline on Exercising Shareholder Voting Rights and Policies for Deciding on the Exercise of Shareholder Voting Rights. April 20, 2012
(4) Accountability
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In the following cases we will consider opposing or withholding approval from a candidate for reelection as a director: |
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If a notice of convening states that there is a director with an attendance rate of less than 75% at meetings of the board of directors or committee meetings, but the name of the individual is not specifically stated. |
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If the relevant company has a problematic system as set forth below, and business performance of the relevant company during the term in office of candidate has been in a deficit and with no dividend or is inferior when compared to those in the same industry in three consecutive periods : |
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A system of staggered terms of office; |
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A system of special resolution that is not by simple majority; |
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Shares of stock with multiple votes; |
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A takeover defense strategy that has not been approved by a resolution of a general meeting of shares; |
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No clause for exceptions exists in the event that there are competing candidates, even though a system of majority resolution has been introduced for the election of directors; |
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An unreasonable restriction is imposed on the authority of shareholders to convene an extraordinary general meeting of shareholders; or |
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An unreasonable restriction is imposed on the shareholders right to seek approval or disapproval on the part of shareholders by means of a letter of consent by shareholders; |
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In principle we will oppose or withhold approval of all candidates for reelection as directors in the event that a dead hand or similar provision is included in a poison pill, until this provision is abolished. |
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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. |
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In principle we will oppose or withhold approval of all candidates for reelection as directors in the event that a significant amendment to the disadvantage of shareholders is added to a poison pill, by the board of directors without the approval of a general |
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B19-2 Giudeline on Exercising Shareholder Voting Rights and Policies for Deciding on the Exercise of Shareholder Voting Rights. April 20, 2012
meeting of shareholders. |
(5) Business Performance of a Company
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We will consider opposing or withholding a candidate for reelection as a director in the event that business performance of the relevant company during the term in office of the candidate experienced a deficit in three consecutive periods and no dividends were paid. |
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We will consider opposing or withholding candidate for reelection as a director in the event that business performance of the relevant company during the term in office of the candidate was inferior when compared to others in the same industry. |
(6) Antisocial Activities on the Part of the Company
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In principle we will oppose or withhold a candidate for reelection as a director in the event that during the term in office of the candidate a corporate scandal occurred that had a significant impact on society and caused or could cause damage to of shareholder value. |
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In principle we will oppose or withhold approval of a candidate for reelection as a director who was a member of the audit committee, if inappropriate accounting practices occurred at the relevant company such as window dressing, accounting treatment that deviates from GAAP (generally accepted accounting principles), or a significant omission in disclosure pursuant to Article 404 of the Sox Law. |
(7) Other
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In principle we will oppose or withhold a candidate for director in the event that information concerning the relevant candidate has not been sufficiently disclosed. |
(8) Amendment of the Number and Composition of Directors
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A decision regarding a proposal concerning amendment of the number of directors or the composition of the board of directors will be made by making a comparison with the existing situation and considering, inter alia, the impact on the relevant company and the economic interests of shareholders. |
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In principle we will vote in favor of a proposal to diversify the composition of a board of directors. |
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In principle we will vote in favor of a proposal to fix the number of members of a board of directors, except when it is determined that this is a takeover defense strategy. |
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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. |
(9) Amendment of Qualification Requirements, Period of Service, or Extent of Liability of Directors
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A decision regarding a proposal concerning amendment of the required qualifications of |
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B19-2 Giudeline on Exercising Shareholder Voting Rights and Policies for Deciding on the Exercise of Shareholder Voting Rights. April 20, 2012
directors, their terms of office or scope of liabilities will be made by making a comparison with the existing situation and considering, inter alia, the impact on the relevant company and the economic interests of shareholders |
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In principle we will oppose a proposal requesting retention of a certain number of a companys own shares as a condition of installation or continuation in office of a director. |
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In principle we will oppose a proposal to restrict a term in office of a director. |
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In principle we will oppose a proposal to institute normal retirement age of directors. |
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In principle we will oppose a proposal to reduce the liabilities of a director from liability in connection with financial damage as a result of a violation of the fiduciary duties. |
(10) Amendment of the Procedural Method for Election of Directors
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We will decide on proposal concerning amendment of the procedural method of electing directors will be made by making a comparison with the existing situation and considering, inter alia, the reasonability of the amendment. |
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In principle we will vote in favor of a proposal to require the approval of the majority of the valid votes for an election of a director. |
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In principle we will vote in favor of a proposal to prohibit the US style voting system. |
3. Election of Statutory Auditors
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A decision regarding a proposal in connection with electing a statutory auditor shall be made by considering, inter alia, the independence and suitability of the statutory auditor candidate. |
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In principle we will oppose a candidate for reelection as a statutory auditor in the event that significant concerns exist in an audit report that has been submitted or audit proceedings. |
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A person who is independent shall mean a person for whom there is no relationship between the relevant company and the candidate for statutory auditor other than that of being selected as a statutory auditor. |
4. Election of Accounting Auditor
We will decide on proposals concerning the election of an accounting auditor by considering, inter alia, the suitability of the candidate for accounting auditor, and the level of audit fees.
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In principle we will oppose a candidate for accounting auditor in the event that the accounting auditor can be determined to have expressed an opinion that is not accurate concerning the financial condition of the relevant company. |
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B19-2 Giudeline on Exercising Shareholder Voting Rights and Policies for Deciding on the Exercise of Shareholder Voting Rights. April 20, 2012
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In principle we will oppose in the event that a contract for non-auditing work exists between the accounting auditor and the relevant company, and it is determined that the non-auditing work can be found to present a conflict of interest with the auditing work. |
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In principle we will oppose a candidate for accounting auditor in the event that an excessive auditing fee is paid. |
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In principle we will oppose a proposal requesting a change of accounting auditor in the event that the reason for the change can be determined to be a result of a difference in interpretation between the accounting auditor and the relevant company regarding accounting policy. |
5. Compensation of Directors, Statutory Auditors, Officers and Employees
(1) Compensation (Including Bonus)
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Proposals concerning compensation will be decided in consideration of, inter alia, levels of compensation, business performance of the company, and the reasonability of the framework. |
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In principle we will vote in favor of a proposal to obtain approval of compensation reports, except in the following cases: |
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A negative correlation appears to exist between the business performance of the company and compensation. |
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A compensation framework or practice exists which presents an issue. |
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In principle we will oppose a proposal to set an absolute level or maximum compensation. |
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In principle we will oppose a proposal to pay compensation only by granting shares. |
(2) Stock Option Plan
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A proposal to introduce or amend a stock option plan will be decided in consideration of, inter alia, the impact that introducing or amending the plan will have on shareholder value and the rights of shareholders, as well as the level of compensation, the scope of implementation and the reasonability of the plan. |
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In principle we will oppose a proposal to reduce the exercise price of a stock option plan. |
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In principle we will vote in favor of a proposal to request that an amendment of the exercise price of a stock option plan be made a matter for approval by the shareholders. |
(3) Stock Purchase Plan
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A decision regarding a proposal requesting the introduction or amendment of a stock purchase plan will be made in consideration of, inter alia, the impact that introducing or amending the plan will have on shareholder value and the rights of shareholders, the scope of implementation and the reasonability of the plan. |
(4) Retirement Bonus of Directors or Statutory Auditors
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B19-2 Giudeline on Exercising Shareholder Voting Rights and Policies for Deciding on the Exercise of Shareholder Voting Rights. April 20, 2012
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A decision regarding a proposal in connection with awarding a retirement bonus to a director or a statutory auditor will be made in consideration of, inter alia, the extent of the persons who are to be recipients, the existence or absence of antisocial activities in the past on the part of the prospective recipients, the business performance of the company, and the existence or absence of antisocial activities on the part of the company. In principle we will oppose awarding a retirement bonus in the event that a significant criminal act has been committed by the recipient during his or her term in office. Moreover we will also consider opposing the awarding of a retirement bonus in the event that the business performance of the relevant company during the term in office of the candidate experienced a deficit in three consecutive periods and no dividends were paid or they were inferior when compared to others in the same industry. In principle we will oppose awarding a retirement bonus in the event that during the term in office of the recipient inappropriate accounting practices occurred such as window dressing or accounting treatment that deviates from generally accepted accounting principles or a significant omission in disclosure, or a corporate scandal occurred, which had a significant impact on society and caused or could cause damage to shareholder value. |
6. Equity Financing Policy
(1) Amendment of the Number of Authorized Shares
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A decision regarding a proposal requesting an increase in the number of authorized shares of stock shall be made by considering, inter alia, the impact that amending the number of authorized shares will have on shareholder value and the rights of shareholders, as well as the reasonability of the amendment of the number of authorized shares, and the impact on the listing of shares as well as on the continuity of the company. |
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In principle we will vote in favor of a proposal requesting an increase in the number of authorized shares if it can be determined that unless an increase is made to the number of authorized shares the company will be delisted or that there is a risk of a significant impact on the continuity of the company. |
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In principle we will oppose a proposal to increase the number of authorized shares after the appearance of an acquirer. |
(2) Issuing of New Shares
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In principle if the existing shareholders will be granted new share subscription rights (pre-emptive purchase rights) we will vote in favor of a proposal to issue new shares up to 100 percent of the number of shares issued and outstanding. |
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If the existing shareholders will not be granted new share subscription rights (pre-emptive purchase rights) we will in principle vote in favor of a proposal to issue new shares up to 20 percent of the number of shares issued and outstanding. |
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In principle we will oppose a proposal to issue new shares after an acquirer has appeared. |
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B19-2 Giudeline on Exercising Shareholder Voting Rights and Policies for Deciding on the Exercise of Shareholder Voting Rights. April 20, 2012
(3) Acquisition or Reissue by a Company of Its Own Shares
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A decision regarding a proposal for a company to acquire or reissue its own shares shall be made by considering, inter alia, its reasonability. |
(4) Stock Split
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In principle we will vote in favor of a proposal involving a stock split. |
(5) Consolidation of Shares (Reverse Split)
|
A decision regarding a proposal involving a consolidation of shares (reverse split) shall be made by considering, inter alia, its reasonability. |
(6) Reduction in Par Value of Shares
|
In principle we will vote in favor of a proposal reducing the par value of shares. |
(7) Preferred Shares
|
A decision regarding a proposal in connection with creating new preferred shares or amending the number of authorized preferred shares shall be made by considering, inter alia, the existence or absence of voting rights, dividends, conversion or other rights to be granted to the preferred shares as well as the reasonability of those rights. |
|
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. |
(8) Classified Shares
|
In principle we will oppose a proposal requesting the creation of new shares with differing voting rights or increasing the authorized number of shares with differing voting rights. |
|
In principle we will vote in favor of a proposal to convert to a capital structure in which there is one vote per share. |
(9) Issuing of Convertible Bonds
|
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 |
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B19-2 Giudeline on Exercising Shareholder Voting Rights and Policies for Deciding on the Exercise of Shareholder Voting Rights. April 20, 2012
maturity of the bonds. |
(10) Issuing of Non-Convertible Bonds, and Increasing a Borrowing Limit
|
A decision regarding a proposal to issue non-convertible bonds will be made by considering, inter alia, the financial condition of the relevant company. |
|
A decision regarding a proposal to increase a borrowing limit shall be made by considering, inter alia, the financial condition of the relevant company. |
(11) Equitization of Debt
|
A decision regarding a proposal requesting an amendment of the number of authorized shares or issuing of shares of the company in relation to a debt restructuring shall be made in consideration of, inter alia, the conditions of amending the number of authorized shares or issuing shares of the company, the impact on shareholder value and on the rights of shareholders, the reasonability thereof, as well as the impact on listing of the shares and on the continuity of the company. |
(12) Capital Reduction
|
A decision regarding a proposal in connection with a capital reduction will be made in consideration of, inter alia, the impact on shareholder value and on the rights of shareholders, the reasonability of the capital reduction, as well as the impact on listing of the shares and on the continuity of the company. |
|
In principle we will approve a proposal requesting a capital reduction in the form of a standard accounting processing. |
(13) Financing Plan
|
A decision regarding a proposal in connection with a financing plan will be made in consideration of, inter alia, the impact on shareholder value and on the rights of shareholders, as well as the reasonability thereof, and the impact on the listing of shares as well as on the continuity of the company. |
|
In principle we will vote in favor of a proposal requesting approval of a financing plan. |
(14) Capitalization of Reserves
|
In principle we will vote in favor of a proposal requesting a capitalization of reserves. |
7. Corporate Governance
(1) Amendment of Settlement Period
|
In principle we will vote in favor of a proposal requesting an amendment of the settlement period, except when it can be determined that the objective is to delay a general meeting of shareholders. |
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B19-2 Giudeline on Exercising Shareholder Voting Rights and Policies for Deciding on the Exercise of Shareholder Voting Rights. April 20, 2012
(2) Amendment of Articles of Incorporation
|
A decision regarding a proposal in connection with an amendment of the articles of incorporation will be made in consideration of, inter alia, the impact on shareholder value and the rights of shareholders as well as the necessity and the reasonability of amending the articles of incorporation. |
|
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. |
(3) Amendment of the Quorum of a General Meeting of Shareholders
|
A decision regarding a proposal in connection with amending the quorum of a general meeting of shareholders and a special resolution of a general shareholders meeting will be made in consideration of, inter alia, the impact on shareholder value and on the rights of shareholders as well as the customs of the region or country. |
|
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. |
(4) Omnibus Proposal of a General Meeting of Shareholders
|
In principle we will oppose an omnibus proposal at a general meeting of shareholders if the entire proposal will not be in the best interests of shareholders. |
(5) Other
(Anonymous Voting)
|
In principle we will vote in favor of a proposal requesting anonymous voting, an independent vote counter, an independent inspector, and separate disclosure of the results of voting on a resolution of a general meeting of shareholders. |
(Authority to Postpone General Meetings of Shareholders)
|
In principle we will oppose a proposal requesting to grant to a company the authority to postpone a general meeting of shareholders. |
(Requirement of Super Majority Approval)
|
In principle we will vote in favor of a proposal requesting a relaxation or abolishment of |
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B19-2 Giudeline on Exercising Shareholder Voting Rights and Policies for Deciding on the Exercise of Shareholder Voting Rights. April 20, 2012
the requirement for a super majority. |
8. Corporate Behavior
(1) Amendment of Tradename or Location of Corporate Registration
|
In principle we will vote in favor of a proposal requesting amendment of a tradename. |
|
In principle we will vote in favor of a proposal requesting amendment of a location of corporate registration. |
(2) Corporate Restructuring
A decision regarding a proposal in connection with a merger, acquisition, assignment or acquisition of business, company split (spin-off), sale of assets, being acquired, corporate liquidation or other corporate restructuring will be made in consideration of, inter alia, the respective impact on shareholder value and on the rights of shareholders, the impact on the financial condition and on the business performance of the relevant company, as well as the reasonability thereof, and the impact on the listing of shares and on the continuity of the company.
|
A decision regarding a proposal in connection with a corporate reorganization as set forth below will be made in consideration of, inter alia, the respective impact on shareholder value and on the rights of shareholders, the impact on the financial condition and on the business performance of the relevant company, as well as the reasonability thereof, and the impact on the listing of shares as well as on the continuity of the company: |
Merger or acquisition;
Assignment or acquisition of business;
Company split (spin-off);
Sale of assets;
Being acquired; or
Liquidation.
(3) Proxy Contest
|
A decision regarding a proposal in connection with election of a director from among opposing candidates will be made in consideration of the independence, suitability, existence or absence of any antisocial activities in the past on the part of a candidate for director, the actions in corporate governance, accountability the business performance of the company, the existence or absence of antisocial activities of the company, and the background to the proxy contest. |
|
A person who is considered to be independent shall mean a person for whom there is no relationship between the relevant company and the candidate for director other than that of being selected as a candidate director of the relevant company. |
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B19-2 Giudeline on Exercising Shareholder Voting Rights and Policies for Deciding on the Exercise of Shareholder Voting Rights. April 20, 2012
(4) Defense Strategy in Proxy Contest
|
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 |
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B19-2 Giudeline on Exercising Shareholder Voting Rights and Policies for Deciding on the Exercise of Shareholder Voting Rights. April 20, 2012
consent. |
(5) Takeover Defense Strategies
|
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
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B19-2 Giudeline on Exercising Shareholder Voting Rights and Policies for Deciding on the Exercise of Shareholder Voting Rights. April 20, 2012
decision-making process for triggering, the level of compensation to be provided and the 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.
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B19-2 Giudeline on Exercising Shareholder Voting Rights and Policies for Deciding on the Exercise of Shareholder Voting Rights. April 20, 2012
|
Relaxation of Requirements for Approval of a Merger |
A decision regarding a proposal to relax the requirements to approve a merger will be made in consideration of, inter alia, the impact on shareholder value and on the rights of shareholders.
|
Introduction or Amendment of Takeover Defense Strategy |
In principle we will oppose a proposal in connection with introducing or amending a takeover defense strategy that will reduce shareholder value or infringe the rights of shareholders.
9. Social, Environmental and Political Problems
A decision regarding a proposal in connection with a social, environmental or political problems will be made in consideration of, inter alia, the impact that the actions on the part of the company will have on shareholder value and the rights of shareholders, the impact on the financial condition and the business performance of the company, the reasonability of these actions, and the impact on the listing of shares as well as on the continuity of the company.
10. Information Disclosure
|
In principle we will oppose a proposal for which sufficient information is not disclosed for the purpose of making a voting decision. |
|
In principle we will vote in favor of a proposal to increase information disclosure, if all of the following criteria are satisfied. |
|
The information will be beneficial to shareholders. |
|
The time and expense required for the information disclosure will be minimal. |
11. Other
(1) Directors
|
Ex Post Facto Approval of Actions by Directors and Executive Officers |
In principle we will vote in favor of a proposal requesting ex post facto approval of an action taken by the directors or executive officers as long as there are no material concerns such as having committed an act in violation of fiduciary duties.
|
Separation of Chairman of the Board of Directors and CEO |
|
In principle we will vote in favor of a proposal to have a director who is independent from the relevant company serve as the chairman of the board of directors as long as there are not sufficient reasons to oppose the proposal, such as the existence of a |
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B19-2 Giudeline on Exercising Shareholder Voting Rights and Policies for Deciding on the Exercise of Shareholder Voting Rights. April 20, 2012
corporate governance organization that will counter a CEO who is also serving as chairman. |
|
A person considered to be independent shall mean a person for whom there is no relationship between the relevant company and the director other than that of being selected as a director. |
|
Independence of Board of Directors |
|
In principle we will vote in favor of a proposal to have directors who are independent from the relevant company account for at least a majority or more than two-thirds of the members of the board of directors. |
|
In principle we will vote in favor of a proposal that the audit committee, compensation committee and nominating committee of the board of directors shall be composed solely of independent directors. |
|
A person considered to be independent shall mean a person for whom there is no relationship between the relevant company and the director other than that of being selected as a director. |
(2) Statutory Auditors
|
Ex Post Facto Approval of Actions by Statutory Auditors |
In principle we will vote in favor of a proposal requesting ex post facto approval of an action taken by a statutory auditor as long as there are no material concerns such as having committed an act in violation of fiduciary duties.
|
Attendance by a Statutory Auditor at a General Meeting of Shareholders |
In principle we will vote in favor of a proposal requesting that a statutory auditor attend a general meeting of shareholders.
(3) Accounting Auditor
|
Fees of an accounting auditor |
|
In principle we will vote in favor of a proposal requesting that the decision on the fees of an accounting auditor is left up to the discretion of the board of directors. |
|
In principle we will oppose a proposal to reduce or waive the liability of an accounting auditor. |
|
Selection of the Accounting Auditor by a General Meeting of Shareholders |
|
In principle we will vote in favor of a proposal to make the selection of an accounting auditor a matter for resolution by a general meeting of shareholders. |
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B19-2 Giudeline on Exercising Shareholder Voting Rights and Policies for Deciding on the Exercise of Shareholder Voting Rights. April 20, 2012
12. Conflicts of Interest
We will abstain from exercising shareholder voting rights in a company that would constitute a conflict of interest.
The following company is determined to be a company that would constitute a conflict of interest:
|
Invesco Limited. |
13. Shareholder Proposals
A decision regarding shareholders proposals will be made in accordance with the Guideline along with companys proposal, however, will be considered on the basis of proposed individual items.
- 32 -
Proxy Policies and Procedures
for
Invesco Asset Management Deutschland GmbH
April 2013
INVESCO CONTINENTAL EUROPE
VOTING RIGHTS POLICY
INVESCO ASSET MANAGEMENT SA (& BRANCHES IN AMSTERDAM, BRUSSELS, MADRID, MILAN, STOCKHOLM)
INVESCO ASSET MANAGEMENT DEUTSCHLAND GMBH
INVESCO ASSET MANAGEMENT ÖSTERREICH GMBH
Approach
This document sets out the high level Proxy Voting Policy of the companies outlined above and referred to as Invesco Continental Europe (Invesco CE). The principles within this policy are followed by these companies or to any of its delegates as applicable.
Invesco CE is committed to the fair and equitable treatment of all its clients. As such Invesco CE has put in place procedures to ensure that voting rights attached to securities within a UCITS or portfolio for which it is the Management Company are exercised where appropriate and in the best interests of the individual UCITS/ portfolio itself. Where Invesco CE delegates the activity of Investment Management it will ensure that the delegate has in place policies and procedures consistent with the principles of this policy.
Voting Opportunities
Voting opportunities which exist in relation to securities within each individual UCITS/ portfolio 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/ portfolio.
When is has been identified that a voting opportunity exists, an investment decisions is taken whether or not the opportunity to vote should be exercised and, if relevant, the voting decision to be taken. Considerations which are taken into account include:
|
The cost of participating in the vote relative to the potential benefit to the UCITS/portfolio. |
|
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/ portfolio. |
It may be the case that an investment decision is taken not to participate in a vote. Such decisions can be equally appropriate due to the considerations applied by the investment team to determine the relative benefit to the individual UCITS/ portfolio, based on criteria such as fund size, investment objective, policy and investment strategy applicable.
Conflicts of Interest:
Invesco CE has a Conflicts of Interest Policy which outlines the principles for avoiding, and where not possible, managing conflicts of interest. At no time will Invesco CE use shareholding powers in respect of individual UCITS/portfolio to advance its own commercial interests, to pursue a social or political cause that is unrelated to a UCITS/portfolios economic interests, or to favour another UCITS/ portfolio or client or other relationship to the detriment of others. This policy is available, free of cost, from any of the Invesco CE companies.
Information on Voting Activity:
Further information on votes which were available to individual UCITS and actions taken are available to unitholders free of charge and by request to the UCITS Management Company.
Proxy Policies and Procedures
for
Invesco Australia Limited
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 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. |
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,
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 |
Invesco will keep records of its proxy voting activities, directly or through outsourced 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.
Proxy Policies and Procedures
for
Invesco PowerShares Capital Management LLC
Invesco PowerShares Capital Management LLC
PROXY VOTING POLICY
For the exchange-traded funds in which Invesco PowerShares Capital Management LLC (Invesco PowerShares) serves as investment adviser, it retained Glass Lewis & Co. to provide in-depth proxy research and Broadridge to provide vote execution and the recordkeeping services necessary for tracking proxy voting. Invesco PowerShares intends to vote according to Glass Lewis & Co.s voting recommendations. Glass Lewis & Co. specializes in providing a variety of fiduciary-level services related to proxy voting.
For investment companies in which Invesco PowerShares serves as the sub-adviser, Invesco PowerShares will vote in accordance with the proxy voting guidelines of the adviser as determined and approved by the Board of Directors/Trustees. Invesco PowerShares will vote in accordance with the proxy voting service guidelines and does not intend to form a committee to vote proxies.
For separately managed accounts, Invesco PowerShares will vote in accordance with instructions received by the client.
February 16, 2012
APPENDIX F
Portfolio Manager Fund Holdings and Information on Other Managed Accounts
Invescos portfolio managers develop investment models which are used in connection with the management of certain Invesco Funds as well as other mutual funds for which Invesco or an affiliate acts as sub-adviser, other pooled investment vehicles that are not registered mutual funds, and other accounts managed for organizations and individuals. The Investments chart reflects the portfolio managers investments in the Funds that they manage. Accounts are grouped into three categories: (i) investments made directly in the Fund, (ii) investments made in an Invesco pooled investment vehicle with the same or similar objectives and strategies as the Fund, and (iii) any investments made in any Invesco Fund or Invesco pooled investment vehicle. The Assets Managed chart reflects information regarding accounts other than the Funds for which each portfolio manager has day-to-day management responsibilities. Accounts are grouped into three categories: (i) other registered investment companies, (ii) other pooled investment vehicles and (iii) other accounts. To the extent that any of these accounts pay advisory fees that are based on account performance (performance-based fees), information on those accounts is specifically broken out. In addition, any assets denominated in foreign currencies have been converted into U.S. Dollars using the exchange rates as of the applicable date.
Investments
The following information is as of August 31, 2014:
Portfolio Manager |
Dollar Range of
Investments in each Fund1 |
Dollar Range
of Investments in Invesco pooled investment vehicles2 |
Dollar Range
of all Investments in Funds and Invesco pooled investment vehicles3 |
|||
Invesco Unconstrained Bond Fund |
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 | This column reflects the combined holdings from both the Dollar Range of all Investments in Funds and Invesco pooled investment vehicles and the Dollar Range of Investments in each Fund columns. |
F-1
Portfolio Manager |
Dollar Range of
Investments in each Fund1 |
Dollar Range
of Investments in Invesco pooled investment vehicles2 |
Dollar Range
of all Investments in Funds and Invesco pooled investment vehicles3 |
|||
Ivan Bakrac |
None | None | $1-$10,000 | |||
Rob Waldner |
None | None | $100,001-$500,000 |
Assets Managed
The following information is as of August 31, 2014:
Portfolio Manager |
Other Registered
Investment Companies Managed (assets in millions) |
Other Pooled
Investment Vehicles Managed (assets in millions) |
Other Accounts
Managed (assets in millions)4 |
|||||||||||||||||||||
Number of
Accounts |
Assets |
Number of
Accounts |
Assets |
Number of
Accounts |
Assets | |||||||||||||||||||
Invesco Unconstrained Bond Fund |
|
|||||||||||||||||||||||
Ivan Bakrac |
1 | $ | 26.4 | None | None | None | None | |||||||||||||||||
Rob Waldner |
7 | $ | 3,214.8 | None | None | None | None |
4 | These are accounts of individual investors for which Invesco provides investment advice. Invesco offers separately managed accounts that are managed according to the investment models developed by its portfolio managers and used in connection with the management of certain Invesco Funds. These accounts may be invested in accordance with one or more of those investment models and investments held in those accounts are traded in accordance with the applicable models. |
F-2
Actual or apparent conflicts of interest may arise when a portfolio manager has day-to-day management responsibilities with respect to more than one Fund or other account. More specifically, portfolio managers who manage multiple Funds and/or other accounts may be presented with one or more of the following potential conflicts:
| 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. |
| 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. |
| 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. |
F-3
Finally, the appearance of a conflict of interest may arise where the Adviser or Sub-Adviser has an incentive, such as a performance-based management fee, which relates to the management of one Fund or account but not all Funds and accounts for which a portfolio manager has day-to-day management responsibilities.
The Adviser, each Sub-Adviser, and the Funds have adopted certain compliance procedures which are designed to address these types of conflicts. However, there is no guarantee that such procedures will detect each and every situation in which a conflict arises.
Description of Compensation Structure
For the Adviser and each affiliated Sub-Adviser
The Adviser and each Sub-Adviser seek to maintain a compensation program that is competitively positioned to attract and retain high-caliber investment professionals. Portfolio managers receive a base salary, an incentive bonus opportunity and an equity compensation opportunity. Portfolio manager compensation is reviewed and may be modified each year as appropriate to reflect changes in the market, as well as to adjust the factors used to determine bonuses to promote competitive Fund performance. The Adviser and each Sub-Adviser evaluate competitive market compensation by reviewing compensation survey results conducted by an independent third party of investment industry compensation. Each portfolio managers compensation consists of the following three elements:
Base Salary. Each portfolio manager is paid a base salary. In setting the base salary, the Adviser and each Sub-Advisers intention is to be competitive in light of the particular portfolio managers experience and responsibilities.
Annual Bonus. The portfolio managers are eligible, along with other employees of the Adviser and each Sub-Adviser, to participate in a discretionary year-end bonus pool. The Compensation
F-4
Committee of Invesco Ltd. reviews and approves the amount of the bonus pool available considering investment performance and financial results in its review. In addition, while having no direct impact on individual bonuses, assets under management are considered when determining the starting bonus funding levels. Each portfolio manager is eligible to receive an annual cash bonus which is based on quantitative (i.e. investment performance) and non-quantitative factors (which may include, but are not limited to, individual performance, risk management and teamwork).
Each portfolio managers compensation is linked to the pre-tax investment performance of the Funds/accounts managed by the portfolio manager as described in Table 1 below.
Table 1
Sub-Adviser |
Performance time period 5 |
|
Invesco 6 Invesco Australia Invesco Deutschland Invesco Hong Kong 6 Invesco Asset Management. |
One-, Three- and Five-year performance against Fund peer group. | |
Invesco- Invesco Real Estate 6 , 7
Invesco Senior Secured 6, 8 |
Not applicable | |
Invesco Canada 6 |
One-year performance against Fund peer group.
Three- and Five-year performance against |
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. |
F-5
entire universe of Canadian funds. | ||
Invesco Japan 9 | One-, Three- and Five-year performance |
High investment performance (against applicable peer group and/or benchmarks) would deliver compensation generally associated with top pay in the industry (determined by reference to the third-party provided compensation survey information) and poor investment performance (versus applicable peer group) would result in low bonus compared to the applicable peer group or no bonus at all. These decisions are reviewed and approved collectively by senior leadership which has responsibility for executing the compensation approach across the organization.
Deferred / Long Term Compensation. Portfolio managers may be granted an annual deferral award that allows them to select receipt of shares of certain Invesco Funds with a vesting period as well as common shares and/or restricted shares of Invesco Ltd. stock from pools determined from time to time by the Compensation Committee of Invesco Ltd.s Board of Directors. Awards of deferred/long term compensation typically vest over time, so as to create incentives to retain key talent.
Portfolio managers also participate in benefit plans and programs available generally to all employees.
9 | Portfolio Managers for Invesco Pacific Growth Funds compensation is based on the one-, three- and five-year performance against the appropriate Micropol benchmark. |
F-6
APPENDIX G
PURCHASE, REDEMPTION AND PRICING OF SHARES
All references in the following Purchase, Redemption and Pricing of Shares section of this SAI to Class A, B, C and R shares shall include Class A2 and AX (except Invesco Money Market Fund), Class BX, Class CX, and Class RX shares, respectively, unless otherwise noted. All references in the following Purchase, Redemption and Pricing of Shares section of this SAI to Invesco Cash Reserve Shares of Invesco Money Market Fund shall include Class AX shares of Invesco Money Market Fund, unless otherwise noted.
Transactions through Financial Intermediaries
If you are investing indirectly in an Invesco Fund through a financial intermediary such as a broker-dealer, a bank (including a bank trust department), an insurance company separate account, an investment adviser, an administrator or trustee of a Retirement and Benefit Plan or a qualified tuition plan or a sponsor of a fee-based program that maintains a master account (an omnibus account) with the Invesco Fund for trading on behalf of its customers, different guidelines, conditions and restrictions may apply than if you held your shares of the Invesco Fund directly. These differences may include, but are not limited to: (i) different eligibility standards to purchase and sell shares, different eligibility standards to invest in Funds with limited offering status and different eligibility standards to exchange shares by telephone; (ii) different minimum and maximum initial and subsequent purchase amounts; (iii) system inability to provide Letter of Intent privileges; and (iv) different annual amounts (less than 12%) subject to withdrawal under a Systematic Redemption Plan without being subject to a contingent deferred sales charge (CDSC). The financial intermediary through whom you are investing may also choose to adopt different exchange and/or transfer limit guidelines and restrictions, including different trading restrictions designed to discourage excessive or short-term trading.
If the financial intermediary is managing your account, you may also be charged a transaction or other fee by such financial intermediary, including service fees for handling redemption transactions. Consult with your financial intermediary (or, in the case of a Retirement and Benefit Plan, your plan sponsor) to determine what fees, guidelines, conditions and restrictions, including any of the above, may be applicable to you.
Unless otherwise provided, the following are certain defined terms used throughout this prospectus:
| Employer Sponsored Retirement and Benefit Plans include (i) employer sponsored pension or profit sharing plans that qualify under Section 401(a) of the Internal Revenue Code of 1986, as amended (the Code), including 401(k), money purchase pension, profit sharing and defined benefit plans; (ii) 403(b) and non-qualified deferred compensation arrangements that operate similar to plans described under (i) above, such as 457 plans and executive deferred compensation arrangements; (iii) health savings accounts maintained pursuant to Section 223 of the Code; and (iv) voluntary employees beneficiary arrangements maintained pursuant to Section 501(c)(9) of the Code. |
| Individual Retirement Accounts (IRAs) include Traditional and Roth IRAs. |
| Employer Sponsored IRAs include Simplified Employee Pension (SEP), Salary Reduction Simplified Employee Pension (SAR-SEP), and Savings Incentive Match Plan for Employees of Small Employers (SIMPLE) IRAs. |
| Retirement and Benefit Plans include Employer Sponsored Retirement and Benefit Plans, IRAs and Employer Sponsored IRAs. |
Purchase and Redemption of Shares
Purchases of Class A shares, Class A2 shares of Invesco Limited Maturity Treasury Fund and Invesco Tax-Free Intermediate Fund, Class AX shares of Invesco Money Market Fund and Invesco Balanced-Risk Retirement Funds and Invesco Cash Reserve Shares of Invesco Money Market Fund
Initial Sales Charges. Each Invesco Fund (other than Invesco Tax-Exempt Cash Fund) is grouped into one of four categories to determine the applicable initial sales charge for its Class A shares. The sales charge is used to compensate Invesco Distributors, Inc. (Invesco Distributors) and participating dealers for their expenses incurred in connection with the distribution of the Invesco Funds shares. You may also be charged a transaction or other fee by the financial intermediary managing your account.
Class A shares of Invesco Tax-Exempt Cash Fund and Invesco Cash Reserve Shares of Invesco Money Market Fund are sold without an initial sales charge.
G-1
Category I Funds
Invesco All Cap Market Neutral Fund
Invesco Alternative Strategies Fund
Invesco American Franchise Fund
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 Convertible Securities Fund
Invesco Developing Markets Fund
Invesco Diversified Dividend Fund
Invesco Dividend Income 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 Infrastructure Fund
Invesco Global Low Volatility Equity Yield Fund
Invesco Global Market Neutral Fund
Invesco Global Markets Strategy Fund
Invesco Global Opportunities Fund
Invesco Global Real Estate Fund
Invesco Global Real Estate Income Fund
Invesco Global Small & Mid Cap Growth Fund
Invesco Global Targeted Returns 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 Long/Short Equity Fund
Invesco Low Volatility Emerging Markets Fund
Invesco Low Volatility Equity Yield Fund
Invesco Macro International Equity Fund
Invesco Macro Long/Short Fund
Invesco Mid Cap Core Equity Fund
Invesco Mid Cap Growth Fund
Invesco MLP Fund
Invesco Moderate Allocation Fund
Invesco Multi-Asset Inflation 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 Value Opportunities Fund
Amount of Investment |
Investors Sales Charge |
Dealer
Concession |
||||||||||
As a Percentage of the Public Offering Price |
As a Percentage of the Net Amount Invested |
As a Percentage
of the Net Amount Invested |
||||||||||
Less than $ 50,000 |
5.50 | % | 5.82 | % | 5,00 | % | ||||||
$50,000 but less than $ 100,000 |
4.50 | % | 4.71 | % | 4.00 | % | ||||||
$100,000 but less than $ 250,000 |
3.50 | % | 3.63 | % | 3.00 | % | ||||||
$250,000 but less than $ 500,000 |
2.75 | % | 2.83 | % | 2.25 | % | ||||||
$500,000 but less than $ 1,000,000 |
2.00 | % | 2.04 | % | 1.75 | % |
G-2
Category II Funds
Invesco California Tax-Free Income Fund
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 International Total Return Fund
Invesco Municipal Income Fund
Invesco New York Tax Free Income Fund
Invesco Pennsylvania Tax Free Income Fund
Invesco Strategic Income Fund
Invesco Unconstrained Bond Fund
Invesco U.S. Government Fund
Invesco U.S. Mortgage Fund
Amount of Investment |
Investors Sales Charge |
Dealer
Concession |
||||||||||
As a Percentage
of the Public Offering Price |
As a
Percentage of the Net Amount Invested |
As a Percentage
of the Net Amount Invested |
||||||||||
Less than $ 100,000 |
4.25 | % | 4.44 | % | 4.00 | % | ||||||
$100,000 but less than $ 250,000 |
3.50 | % | 3.63 | % | 3.25 | % | ||||||
$250,000 but less than $ 500,000 |
2.50 | % | 2.56 | % | 2.25 | % | ||||||
$500,000 but less than $ 1,000,000 |
2.00 | % | 2.04 | % | 1.75 | % |
Category III Funds
Invesco Limited Maturity Treasury Fund (Class A2 shares)
Invesco Tax-Free Intermediate Fund (Class A2 shares)
Amount of Investment |
Investors Sales Charge |
Dealer
Concession |
||||||||||
As a Percentage
of the Public Offering Price |
As a
Percentage of the Net Amount Invested |
As a Percentage
of the Net Amount Invested |
||||||||||
Less than $ 100,000 |
1.00 | % | 1.01 | % | 0.75 | % | ||||||
$100,000 but less than $ 250,000 |
0.75 | % | 0.76 | % | 0.50 | % | ||||||
$250,000 but less than $ 1,000,000 |
0.50 | % | 0.50 | % | 0.40 | % |
As of the close of business on October 30, 2002, Class A2 shares of Invesco Limited Maturity Treasury Fund and Invesco Tax-Free Intermediate Fund were closed to new investors. Current investors must maintain a share balance in order to continue to make incremental purchases.
Category IV Funds
Invesco Floating Rate Fund
Invesco Intermediate Term Municipal Income Fund
Invesco Limited Maturity Treasury Fund (Class A shares)
Invesco Short Term Bond Fund
Invesco Strategic Real Return Fund
Invesco Tax-Free Intermediate Fund (Class A shares)
Amount of Investment |
Investors Sales Charge |
Dealer
Concession |
||||||||||
As a Percentage
Offering Price |
As a
Percentage of the Net Amount Invested |
As a Percentage
of the Net Amount Invested |
||||||||||
Less than $ 100,000 |
2.50 | % | 2.56 | % | 2.00 | % | ||||||
$100,000 but less than $ 250,000 |
1.75 | % | 1.78 | % | 1.50 | % | ||||||
$250,000 but less than $ 500,000 |
1.25 | % | 1.27 | % | 1.00 | % |
G-3
Large Purchases of Class A Shares. Investors who purchase $1,000,000 or more of Class A shares of Category I or II Funds do not pay an initial sales charge. Investors who purchase $500,000 or more of Class A shares of Category IV Funds do not pay an initial sales charge. In addition, investors who currently own Class A shares of Category I or II Funds and make additional purchases that result in account balances of $1,000,000 or more ($500,000 or more for Category IV) do not pay an initial sales charge on the additional purchases. The additional purchases, as well as initial purchases of Class A shares of $1,000,000 or more (for Category I and II or $500,000 for Category IV), are referred to as Large Purchases. If an investor makes a Large Purchase of Class A shares of a Category I, II, or IV Fund, each share will generally be subject to a 1.00% CDSC if the investor redeems those shares within 18 months after purchase.
Invesco Distributors may pay a dealer concession and/or advance a service fee on Large Purchases of Class A shares, as set forth below. Exchanges between the Invesco Funds may affect total compensation paid.
Payments for Purchases of Class A Shares by Investors Other than Employer Sponsored Retirement and Benefit Plans. Invesco Distributors may make the following payments to dealers of record for Large Purchases of Class A shares of Category I, II or IV Funds by investors other than Employer Sponsored Retirement and Benefit Plans:
Percent of Purchases Categories I, II and IV
1% of the first $4 million
plus 0.50% of the next $46 million
plus 0.25% of amounts in excess of $50 million
If (i) the amount of any single purchase order plus (ii) the public offering price of all other shares owned by the same customer submitting the purchase order on the day on which the purchase order is received equals or exceeds $1,000,000, with respect to Categories I or II Funds, or $500,000 with respect to Category IV Funds, the purchase will be considered a jumbo accumulation purchase. With regard to any individual jumbo accumulation purchase, Invesco Distributors may make payment to the dealer of record based on the cumulative total of jumbo accumulation purchases made by the same customer over the life of his or her account(s).
If an investor made a Large Purchase of Class A shares of Invesco Limited Maturity Treasury Fund or Invesco Tax-Free Intermediate Fund on or after October 31, 2002, and prior to February 1, 2010, and exchanges those shares for Class A shares of a Category I, II, or IV Fund, Invesco Distributors will pay 1.00% of such purchase as dealer compensation upon the exchange. The Class A shares of the Category I, II, or IV Fund received in exchange generally will be subject to a 1.00% CDSC if the investor redeems such shares within 18 months from the date of exchange.
Payments for Purchases of Class A Shares at NAV by Employer Sponsored Retirement and Benefit Plans. Invesco Distributors may make the following payments to dealers of record for purchases of Class A shares at net asset value (NAV) of Category I, II, or IV Funds by Employer Sponsored Retirement and Benefit Plans provided that the applicable dealer of record is able to establish that the plans purchase of such Class A shares is a new investment (as defined below):
Percent of Purchases
0.50% of the first $20 million
plus 0.25% of amounts in excess of $20 million
A new investment means a purchase paid for with money that does not represent (i) the proceeds of one or more redemptions of Invesco Fund shares, (ii) an exchange of Invesco Fund shares, (iii) the repayment of one or more Employer Sponsored Retirement and Benefit Plan loans that were funded through the redemption of Invesco Fund shares, or (iv) money returned from another fund family. If Invesco Distributors pays a dealer concession in connection with an Employer Sponsored Retirement and Benefit Plans or Employer Sponsored IRAs purchase of Class A shares at NAV, such shares may be subject to a CDSC of 1.00% of net assets for 12 months, commencing on the date the Employer Sponsored Retirement and Benefit Plan or Employer Sponsored IRA first invests in Class A shares of an Invesco Fund. If the applicable dealer of record is unable to establish that an Employer Sponsored Retirement and Benefit Plans or Employer Sponsored IRAs purchase of Class A shares at NAV is a new investment, Invesco Distributors will not pay a dealer concession in connection with such purchase and such shares will not be subject to a CDSC.
With regard to any individual jumbo accumulation purchase, Invesco Distributors may make payment to the dealer of record based on the cumulative total of jumbo accumulation purchases made by the same plan over the life of the plans account(s).
G-4
Fund Reorganizations. Class A Shares issued in connection with a Funds merger, consolidation, or acquisition of the assets of another Fund will not be charged an initial sales charge.
Purchasers Qualifying For Reductions in Initial Sales Charges. As shown in the tables above, the applicable initial sales charge for the new purchase may be reduced and will be based on the total of your current purchase and the value of other shares owned based on their current public offering price. These reductions are available to purchasers that meet the qualifications listed in the prospectus under Qualifying for Reduced Sales Charges and Sales Charge Exceptions.
How to Qualify For Reductions in Initial Sales Charges under Rights of Accumulation (ROAs) or Letters of Intent (LOIs). The following sections discuss different ways that a purchaser can qualify for a reduction in the initial sales charges for purchases of Class A shares of the Invesco Funds.
Letters of Intent
A purchaser may pay reduced initial sales charges by (i) indicating on the Account Application that he, she or it intends to provide a LOI; and (ii) subsequently fulfilling the conditions of that LOI.
Purchases of Class A shares of Invesco Tax-Exempt Cash Fund and Class AX shares or Invesco Cash Reserve Shares of Invesco Money Market Fund or Class IB, IC, Y, Investor Class and Class RX shares of any Invesco Fund will not be taken into account in determining whether a purchase qualifies for a reduction in initial sales charges since they cannot be tied to a LOI.
The LOI confirms the total investment in shares of the Invesco Funds that the purchaser intends to make within the next 13 months. By marking the LOI section on the account application and by signing the account application, the purchaser indicates that he, she or it understands and agrees to the terms of the LOI and is bound by the provisions described below:
Calculating the Initial Sales Charge
| 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. |
Calculating the Number of Shares to be Purchased
| 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. |
Fulfilling the Intended Investment
| By signing a 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. |
G-5
| 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 ROA 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. |
| Accounts linked under the LOI revert back to ROA once a LOI is met, regardless of expiration date. |
Canceling the LOI
| 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 or her 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. |
Other Persons Eligible for the LOI Privilege
The LOI privilege is also available to holders of the Connecticut General Guaranteed Account, established for tax qualified group annuities, for contracts purchased on or before June 30, 1992.
LOIs and Contingent Deferred Sales Charges
All LOIs to purchase $1,000,000 or more of Class A shares of Category I, or II Funds or $500,000 or more of Class A shares of Category IV Funds are subject to an 18-month, 1% CDSC.
Rights of Accumulation
A purchaser may also qualify for reduced initial sales charges under Invescos ROA policy. To determine whether or not a reduced initial sales charge applies to a proposed purchase, Invesco Distributors takes into account not only the money that is invested upon such proposed purchase, but also the value of all shares of the Invesco Funds owned by such purchaser, calculated at their then current public offering price.
If a purchaser qualifies for a reduced sales charge, the reduced sales charge applies to the total amount of money being invested, even if only a portion of that amount exceeds the breakpoint for the reduced sales charge. For example, if a purchaser already owns qualifying shares of any Invesco Fund with a value of $30,000 and wishes to invest an additional $30,000 in a Fund with a maximum initial sales charge of 5.50%, the reduced initial sales charge of 4.50% will apply to the full $30,000 purchase and not just to the $10,000 in excess of the $50,000 breakpoint.
To qualify for obtaining the discount applicable to a particular purchase, the purchaser or his dealer must furnish the Transfer Agent with a list of the account numbers and the names in which such accounts of the purchaser are registered at the time the purchase is made.
ROAs are also available to holders of the Connecticut General Guaranteed Account, established for tax-qualified group annuities, for contracts purchased on or before June 30, 1992.
If an investors new purchase of Class A shares of a Category I, II, or IV Fund is at net asset value, the newly purchased shares may be subject to a 1% CDSC if the investor redeems them prior to the end of the 18 month holding period.
Other Requirements For Reductions in Initial Sales Charges. As discussed above, investors or dealers seeking to qualify orders for a reduced initial sales charge must identify such orders and, if necessary, support their
G-6
qualification for the reduced charge. Invesco Distributors reserves the right to determine whether any purchaser is entitled to a reduced sales charge based upon the qualifications set forth in the prospectus under Qualifying for Reduced Sales Charges and Sales Charge Exceptions.
Purchases of Class A shares of Invesco Tax-Exempt Cash Fund and Class AX shares or Invesco Cash Reserve Shares of Invesco Money Market Fund and Investor Class shares of any Invesco Fund will not be taken into account in determining whether a purchase qualifies for a reduction in initial sales charges.
Class A Shares Sold Without an Initial Sales Charge. Invesco Distributors permits certain other investors to invest in Class A shares without paying an initial sales charge, generally as a result of the investors current or former relationship with the Invesco Funds. It is possible that a financial intermediary may not, in accordance with its policies and procedures, be able to offer one or more of these waiver categories. If this situation occurs, it is possible that the investor would need to invest directly through Invesco Distributors in order to take advantage of the waiver. The Funds may terminate or amend the terms of these sales charge waivers at any time.
| Any current, former or retired trustee, director, officer or employee (or any 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; |
| Shareholders who received Class A shares of an Invesco Fund on June 1, 2010 in connection with the reorganization of a predecessor fund in which such shareholder owned Class H, Class L, Class P, and/or Class W shares, who purchase additional Class A shares of the Invesco Fund; |
| Shareholders of record 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 in an account established with Invesco Distributors; 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 who purchase additional Class A shares; |
| 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, who purchase additional Class A shares; |
| Shareholders of record of Advisor Class shares of an Invesco Fund on February 11, 2000 who have continuously owned shares of that Invesco Fund, who purchase additional shares of that Invesco Fund; |
| Shareholders of record of Class K shares on October 21, 2005 whose Class K shares were converted to Class A shares and who since that date have continuously held Class A shares, who purchase additional Class A shares; |
| Shareholders of record of Class B shares of Invesco Global Dividend Growth Securities Fund who received Class A shares of the Invesco Global Core Equity Fund in connection with a reorganization on May 20, 2011 and who since that date have continuously owned Class A shares, who purchase additional Class A shares of Invesco Global Core Equity Fund; |
| Shareholders of record of Class B shares of Invesco Van Kampen Global Equity Allocation Fund who received Class A shares of the Invesco Global Core Equity Fund in connection with a reorganization on May 20, 2011 and who since that date have continuously owned Class A shares, who purchase additional Class A shares of Invesco Global Core Equity Fund; and |
| Unitholders of Invesco unit investment trusts who enrolled prior to December 3, 2007 to reinvest distributions from such trusts in Class A shares of the Invesco Funds, who receive Class A shares of an Invesco Fund pursuant to such reinvestment program in an account established with Invesco Distributors. The Invesco Funds reserve the right to modify or terminate this program at any time. |
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Payments to Dealers. Invesco Distributors may elect to re-allow the entire initial sales charge to dealers for all sales with respect to which orders are placed with Invesco Distributors during a particular period. Dealers to whom substantially the entire sales charge is re-allowed may be deemed to be underwriters as that term is defined under the 1933 Act.
The financial intermediary through which you purchase your shares may receive all or a portion of the sales charges and Rule 12b-1 distribution fees discussed above. In this context, financial intermediaries include any broker, dealer, bank (including bank trust departments), insurance company separate account, transfer agent, registered investment adviser, financial planner, retirement plan administrator and any other financial intermediary having a selling, administration or similar agreement with Invesco Distributors or one or more of its corporate affiliates (collectively, the Invesco Distributors Affiliates). In addition to those payments, Invesco Distributors Affiliates may make additional cash payments to financial intermediaries in connection with the promotion and sale of shares of the Invesco Funds. Invesco Distributors Affiliates make these payments from their own resources, from Invesco Distributors retention of underwriting concessions and from payments to Invesco Distributors under Rule 12b-1 plans. In the case of sub-accounting payments, discussed below, Invesco Distributors Affiliates will be reimbursed directly by the Invesco Funds for such payments. These additional cash payments are described below. The categories described below are not mutually exclusive. The same financial intermediary, or one or more of its affiliates, may receive payments under more than one or all categories. Most financial intermediaries that sell shares of the Invesco Funds receive one or more types of these cash payments. Financial intermediaries negotiate the cash payments to be paid on an individual basis. Where services are provided, the costs of providing the services and the overall package of services provided may vary from one financial intermediary to another. Invesco Distributors Affiliates do not make an independent assessment of the cost of providing such services. Certain financial intermediaries listed below received one or more types of the following payments during the prior calendar year. This list is not necessarily current and will change over time. Certain arrangements are still being negotiated, and there is a possibility that payments will be made retroactively to financial intermediaries not listed below. Accordingly, please contact your financial intermediary to determine whether they currently may be receiving such payments and to obtain further information regarding any such payments.
Financial Support Payments. Invesco Distributors Affiliates make financial support payments as incentives to certain financial intermediaries to promote and sell shares of Invesco Funds. The benefits Invesco Distributors Affiliates receive when they make these payments include, among other things, placing Invesco Funds on the financial intermediarys funds sales system, and access (in some cases on a preferential basis over other competitors) to individual members of the financial intermediarys sales force or to the financial intermediarys management. Financial support payments are sometimes referred to as shelf space payments because the payments compensate the financial intermediary for including Invesco Funds in its Fund sales system (on its sales shelf). Invesco Distributors Affiliates compensate financial intermediaries differently depending typically on the level and/or type of considerations provided by the financial intermediary. In addition, payments typically apply only to retail sales, and may not apply to other types of sales or assets (such as sales to Retirement and Benefit Plans, qualified tuition programs, or fee based adviser programs some of which may generate certain other payments described below).
The financial support payments Invesco Distributors Affiliates make may be calculated on sales of shares of Invesco Funds (Sales-Based Payments), in which case the total amount of such payments shall not exceed 0.25% of the public offering price of all such shares sold by the financial intermediary during the particular period. Such payments also may be calculated on the average daily net assets of the applicable Invesco Funds attributable to that particular financial intermediary (Asset-Based Payments), in which case the total amount of such cash payments shall not exceed 0.25% per annum of those assets during a defined period. Sales-Based Payments primarily create incentives to make new sales of shares of Invesco Funds and Asset-Based Payments primarily create incentives to retain previously sold shares of Invesco Funds in investor accounts. Invesco Distributors Affiliates may pay a financial intermediary either or both Sales-Based Payments and Asset-Based Payments.
Sub-Accounting and Networking Support Payments. The Transfer Agent, an Invesco Distributors Affiliate, acts as the transfer agent for the Invesco Funds, registering the transfer, issuance and redemption of Invesco Fund shares, and disbursing dividends and other distributions to Invesco Funds shareholders. However, many Invesco Fund shares are owned or held by financial intermediaries, as that term is defined above, for the benefit of their customers. In those cases, the Invesco Funds often do not maintain an account for the shareholder. Thus, some or all of the transfer agency functions for these accounts are performed by the financial intermediary. In these situations, Invesco Distributors Affiliates may make payments to financial intermediaries that sell Invesco Fund shares for certain transfer agency services, including record keeping and sub-accounting shareholder accounts. Payments for these services typically do not exceed 0.25% (for non-Class R5 shares) or 0.10% (for Class R5 shares) of average annual assets of such share classes or $19 per annum per shareholder account (for non-Class R5 shares only). No Sub-Accounting or Networking Support payments will be made with respect to Invesco Funds Class R6 shares. Invesco Distributors Affiliates also may make
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payments to certain financial intermediaries that sell Invesco Fund shares in connection with client account maintenance support, statement preparation and transaction processing. The types of payments that Invesco Distributors Affiliates may make under this category include, among others, payment of networking fees of up to $10 per shareholder account maintained on certain mutual fund trading systems.
All fees payable by Invesco Distributors Affiliates pursuant to a sub-transfer agency, omnibus account service or sub-accounting agreement are charged back to the Invesco Funds, subject to certain limitations approved by the Board of the Trust.
Other Cash Payments. From time to time, Invesco Distributors Affiliates, at their expense and out of their own resources, may provide additional compensation to financial intermediaries which sell or arrange for the sale of shares of a Fund. Such compensation provided by Invesco Distributors Affiliates may include payment of ticket charges per purchase or exchange order placed by a financial intermediary, one-time payments for ancillary services such as setting up funds on a financial intermediarys mutual fund trading systems, financial assistance to financial intermediaries that enable Invesco Distributors Affiliates to participate in and/or present at conferences or seminars, sales or training programs for invited registered representatives and other employees, client entertainment, client and investor events, and other financial intermediary-sponsored events, and travel expenses, including lodging incurred by registered representatives and other employees in connection with client prospecting, retention and due diligence trips. Other compensation may be offered to the extent not prohibited by state laws or any self-regulatory agency, such as the Financial Industry Regulatory Authority (FINRA) (formerly, NASD, Inc.). Invesco Distributors Affiliates make payments for entertainment events they deem appropriate, subject to Invesco Distributors Affiliates guidelines and applicable law. These payments may vary depending upon the nature of the event or the relationship.
Invesco Distributors Affiliates are motivated to make the payments described above because they promote the sale of Invesco Fund shares and the retention of those investments by clients of financial intermediaries. To the extent financial intermediaries sell more shares of Invesco Funds or retain shares of Invesco Funds in their clients accounts, Invesco Distributors Affiliates benefit from the incremental management and other fees paid to Invesco Distributors Affiliates by the Invesco Funds with respect to those assets.
In certain cases these payments could be significant to the financial intermediary. Your financial intermediary may charge you additional fees or commissions other than those disclosed in the prospectus. You can ask your financial intermediary about any payments it receives from Invesco Distributors Affiliates or the Invesco Funds, as well as about fees and/or commissions it charges. You should consult disclosures made by your financial intermediary at the time of purchase.
Certain Financial Intermediaries that Receive One or More Types of Payments
1st Global Capital Corporation
1 st Partners, Inc.
401k Exchange, Inc.
401k Producer Services
ADP Broker Dealer, Inc.
Advantage Capital Corporation
Advest Inc.
Alliance Benefit Group
Allianz Life
Allstate
American Enterprise Investment
American Portfolios Financial Services Inc.
American Skandia Life Assurance Corporation
American United Life Insurance Company
Ameriprise Financial Services Inc.
Ameritas Life Insurance Corp
Ameritrade
APEX Clearing Corporation
Ascensus
Associated Securities Corporation
AXA
Baden Retirement Plan Services
Bank of America
Bank of New York Mellon
Bank of Oklahoma
Barclays Capital Inc.
BB&T Capital Markets
BCG Securities
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.
Cantor Fitzgerald & Co.
Capital One Investment Services LLC
Centennial Bank
Center for Due Diligence
Cetera
Charles Schwab & Company, Inc.
Chase
Citi Smith Barney
Citibank NA
Citigroup Global Markets Inc.
Citistreet
City National Bank
Comerica Bank
Commerce Bank
Commonwealth Financial Network LPL
Community National Bank
Compass
Compusys / ERISA Group Inc
Contemporary Financial Solutions, Inc.
CPI Qualified Plan Consultants, Inc.
Credit Suisse Securities
Crowell Weedon & Co.
CUSO Financial Services, Inc.
D.A. Davidson & Company
Daily Access Corporation
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Deutsche Bank
Digital Retirement Solutions, Inc.
Diversified Investment Advisors
Dorsey & Company Inc.
Dyatech Corporation
Edward Jones & Co.
Equitable Life Insurance Company
Equity Services, Inc.
Erisa Administrative Services
Expertplan
Fidelity
Fifth Third
Financial Data Services Inc.
Financial Planning Association
Financial Services Corporation
First Clearing Corp.
First Command Financial Planning, Inc.
First Financial Equity Corp.
First Southwest Company
Forethought Life Insurance Company
Frost
FSC Securities Corporation
Fund Services Advisors, Inc.
Gardner Michael Capital, Inc.
GE
Genworth
Glenbrook Life and Annuity Company
Goldman, Sachs & Co.
Great West Life
Guaranty Bank & Trust
Guardian
GunnAllen Financial
GWFS Equities, Inc.
H.D. Vest
Hantz Financial Services Inc
Hare and Company
Hartford
Hewitt
Hightower Securities, LLC
Hornor, Townsend & Kent, Inc.
Huntington
ICMA Retirement Corporation
ING
Institutional Cash Distributors
Intersecurities, Inc.
INVEST Financial Corporation, Inc.
Investacorp, Inc.
Investment Centers of America, Inc.
J.M. Lummis Securities
Jackson National Life
Jefferson National Life Insurance Company
Jefferson Pilot Securities Corporation
John Hancock Distributors LLC
JP Morgan
Kanaly Trust Company
Kaufmann and Global Associates
Kemper
LaSalle Bank, N.A.
Lincoln
Loop Capital Markets, LLC
LPL Financial
M & T Securities, Inc.
M M L Investors Services, Inc.
M&T Bank
Marshall & Ilsley Trust Co., N.A.
Mass Mutual
Matrix
Mellon
Mercer
Merrill Lynch
Metlife
Meyer Financial Group, Inc.
Mid Atlantic Capital Corporation
Minnesota Life Insurance Co.
Money Concepts
Morgan Keegan & Company, Inc.
Morgan Stanley
MSCS Financial Services, LLC
Municipal Capital Markets Group, Inc.
Mutual Service Corporation
Mutual Services, Inc.
N F P Securities, Inc.
NatCity Investments, Inc.
National Financial Services
National Planning
National Retirement Partners Inc.
Nationwide
New York Life
Newport Retirement Plan Services, Inc.
Next Financial Group, Inc.
NFP Securities Inc.
Northeast Securities, Inc.
Northwestern Mutual Investment Services
NRP Financial
Ohio National Life Insurance Company
OnBrands24 Inc
OneAmerica Financial Partners Inc.
Oppenheimer
Pen-Cal Administrators
Penn Mutual Life
Penson Financial Services
Pershing LLC
PFS Investments, Inc.
Phoenix
Piper Jaffray
PJ Robb
Plains Capital Bank
Plan Administrators
Plan Member Services Corporation
Planco
PNC
Primerica Shareholder Services, Inc.
Princeton Retirement Group, Inc.
Principal
Princor Financial Services Corporation
Proequities, Inc.
Prudential
Qualified Benefits Consultants, Inc.
R B C Dain Rauscher, Inc.
Randall & Hurley, Inc.
Raymond James
RBC Wealth Management
Reliance Trust Company
Ridge Clearing
Riversource (Ameriprise)
Robert W. Baird & Co.
Ross Sinclair & Associates LLC
Royal Alliance Associates
RSBCO
S I I Investments, Inc.
SagePoint Financial, Inc.
Salomon Smith Barney
Sanders Morris Harris
SCF Securities, Inc.
Securian Financial Services, Inc.
Securities America, Inc.
Security Benefit Life
Security Distributors, Inc.
Security Financial Resources, 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
Standard Insurance Company
State Farm
State Street Bank & Trust Company
Sterne Agee Financial Services, Inc.
Stifel Nicolaus & Company
Summit
Sun Life
SunAmerica Securities, Inc.
SunGard
SWS Financial Services, Inc.
Symetra Investment Services Inc.
T Rowe Price
TD Ameritrade
Teacher Insurance and Annuity Association of America
TFS Securities, Inc.
The (Wilson) William Financial Group
The Bank of New York
The Huntington Investment Company
The Retirement Plan Company LLC
The Vanguard Group
Transamerica
Trautmann Maher & Associates, Inc.
Treasury Strategies
Triad Advisors Inc
Trust Management Network, LLC
U.S. Bancorp
UBS Financial Services Inc.
UMB Financial Services, Inc.
Unified Fund Services, Inc.
Union Bank
United Planners Financial
UPromise Investment Advisors LLC
USB Financial Services, Inc.
USI Securities, Inc.
UVEST
V S R Financial Services, Inc.
VALIC
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Vanguard Marketing Corp.
Vining Sparks IBG, LP
VLP Corporate Services LLC
VRSCO American General Distributors
Wachovia
Waddell & Reed, Inc.
Wadsworth Investment Co., Inc.
Wall Street Financial Group, Inc.
Waterstone Financial Group, Inc.
Wells Fargo
Wilmington Trust Retirement and Institutional Services Company
Woodbury Financial Services, Inc.
Xerox HR Solutions LLC
Zions Bank
Zurich American Life Insurance Company
Purchases of Class B Shares
New or additional investments in Class B shares are no longer permitted; but investors may pay a CDSC if they redeem their shares within a specified number of years after purchase. See the Prospectus for additional information regarding CSDCs.
Purchases of Class C Shares
Class C shares are sold at net asset value, and are not subject to an initial sales charge. Investors in Class C shares may pay a CDSC if they redeem their shares within the first year after purchase (no CDSC applies to Class C shares of Invesco Short Term Bond Fund unless you exchange shares of another Invesco Fund that are subject to a CDSC into Invesco Short Term Bond Fund). See the prospectus for additional information regarding this CDSC. Invesco Distributors may pay sales commissions to dealers and institutions who sell Class C shares of the Invesco Funds (except for Class C shares of Invesco Short Term Bond Fund) at the time of such sales. Payments with respect to Invesco Funds other than Invesco Floating Rate Fund will equal 1.00% of the purchase price and will consist of a sales commission of 0.75% plus an advance of the first year service fee of 0.25%. Payments with respect to Invesco Floating Rate Fund will equal 0.75% of the purchase price and will consist of a sales commission of 0.50% plus an advance of the first year service fee of 0.25%. These commissions are not paid on sales to investors exempt from the CDSC, including shareholders of record of AIM Advisor Funds, Inc. on April 30, 1995, who purchase additional shares in any of the Invesco Funds on or after May 1, 1995, and in circumstances where Invesco Distributors grants an exemption on particular transactions.
Payments with Regard to Converted Class K Shares
For Class A shares acquired by a former Class K shareholder (i) as a result of a fund merger; or (ii) as a result of the conversion of Class K shares into Class A shares on October 21, 2005, Invesco Distributors will pay financial intermediaries 0.45% on such Class A shares as follows: (i) 0.25% from the Class A shares Rule 12b-1 plan fees; and (ii) 0.20% from Invesco Distributors own resources provided that, on an annualized basis for 2005 as of October 21, 2005, the 0.20% exceeds $2,000 per year.
Purchase and Redemption of Class P Shares
Certain former investors in the AIM Summit Plans I and II may acquire Class P shares at net asset value. Please see Invesco Summit Funds prospectus for details.
Purchases of Class R Shares
Class R shares are sold at net asset value, and are not subject to an initial sales charge. For purchases of Class R shares of Category I, II or IV Funds, Invesco Distributors may make the following payments to dealers of record provided that the applicable dealer of record is able to establish that the purchase of Class R shares is a new investment or a rollover from an Employer Sponsored Retirement and Benefit Plan in which an Invesco Fund was offered as an investment option.
Percent of Cumulative Purchases
0.75% of the first $5 million
plus 0.50% of amounts in excess of $5 million
With regard to any individual purchase of Class R shares, Invesco Distributors may make payment to the dealer of record based on the cumulative total of purchases made by the same plan over the life of the plans account(s).
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Purchases of Class S Shares
Class S shares are limited to investors who purchase shares with the proceeds received from a systematic contractual investment plan redemption within the 12-months prior to purchasing Class S shares, and who purchase through an approved financial intermediary that has an agreement with the distributor to sell Class S shares. Class S shares are not otherwise sold to members of the general public. An investor purchasing Class S shares will not pay an initial sales charge. The investor will no longer be eligible to purchase additional Class S shares at that point where the value of the contributions to the prior systematic contractual investment plan combined with the subsequent Class S share contributions equals the face amount of what would have been the investors systematic contractual investment plan under the 30-year investment option. The face amount of a systematic contractual investment plan is the combined total of all scheduled monthly investments under that plan. For a plan with a scheduled monthly investment of $100.00, the face amount would have been $36,000.00 under the 30-year extended investment option. Class S shares have a 12b-1 fee of 0.15%.
Purchases of Class Y Shares
Class Y shares are sold at net asset value, and are not subject to an initial sales charge or to a CDSC. Please refer to the prospectus for more information.
Purchases of Investor Class Shares
Investor Class shares are sold at net asset value, and are not subject to an initial sales charge or to a CDSC. Invesco Distributors may pay dealers and institutions an annual service fee of 0.25% of average daily net assets and such payments will commence immediately. The Investor Class is closed to new investors.
Purchases of Class R5 and R6 Shares
Class R5 and R6 shares are sold at net asset value, and are not subject to an initial sales charge or to a CDSC. Please refer to the Class R5 and R6 prospectus for more information.
Exchanges
Terms and Conditions of Exchanges. Normally, shares of an Invesco Fund to be acquired by exchange are purchased at their net asset value or applicable offering price, as the case may be, determined on the date that such request is received, but under unusual market conditions such purchases may be delayed for up to five business days if it is determined that a Fund would be materially disadvantaged by an immediate transfer of the proceeds of the exchange. If a shareholder is exchanging into a Fund paying daily dividends, and the release of the exchange proceeds is delayed for the foregoing five-day period, such shareholder will not begin to accrue dividends until the sixth business day after the exchange.
Redemptions
General. Shares of the Invesco Funds may be redeemed directly through Invesco Distributors or through any dealer who has entered into an agreement with Invesco Distributors. In addition to the Funds obligation to redeem shares, Invesco Distributors may also repurchase shares as an accommodation to shareholders. To effect a repurchase, those dealers who have executed Selected Dealer Agreements with Invesco Distributors must phone orders to the order desk of the Funds at (800) 959-4246 and guarantee delivery of all required documents in good order. A repurchase is effected at the net asset value per share of the applicable Fund next determined after the repurchase order is received in good order. Such an arrangement is subject to timely receipt by the Transfer Agent, of all required documents in good order. If such documents are not received within a reasonable time after the order is placed, the order is subject to cancellation. While there is no charge imposed by a Fund or by Invesco Distributors (other than any applicable CDSC) when shares are redeemed or repurchased, dealers may charge a fair service fee for handling the transaction.
Systematic Redemption Plan. A Systematic Redemption Plan permits a shareholder of an Invesco Fund to withdraw on a regular basis at least $50 per withdrawal. At the time the withdrawal plan is established, the total account value must be $5,000 or more. Under a Systematic Redemption Plan, all shares are to be held by the Transfer Agent. To provide funds for payments made under the Systematic Redemption Plan, the Transfer Agent redeems sufficient full and fractional shares at their net asset value in effect at the time of each such redemption.
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Payments under a Systematic Redemption Plan constitute taxable events. Because such payments are funded by the redemption of shares, they may result in a return of capital and in capital gains or losses, rather than in ordinary income. Also because sales charges are imposed on additional purchases of Class A shares, it is disadvantageous to effect such purchases while a Systematic Redemption Plan is in effect.
Each Invesco Fund bears its share of the cost of operating the Systematic Redemption Plan.
Contingent Deferred Sales Charges Imposed upon Redemption of Shares
A CDSC may be imposed upon the redemption of Large Purchases of Class A shares of Category I, II, and IV Funds, upon the redemption of Class B shares or Class C shares (no CDSC applies to Class C shares of Invesco Short Term Bond Fund unless you exchange shares of another Invesco Fund that are subject to a CDSC into or Invesco Short Term Bond Fund). (In addition, no CDSC applies to Class A2 shares.) See the prospectus for additional information regarding CDSCs.
Contingent Deferred Sales Charge Exceptions for Large Purchases of Class A Shares. An investor who has made a Large Purchase of Class A shares of a Category I, II, or IV Fund, will not be subject to a CDSC upon the redemption of those shares in the following situations:
| Redemptions of shares held by an Employer Sponsored Retirement and Benefit Plan or Employer Sponsored IRA 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 all Class A shares held by the plan; |
| Redemptions of shares by the investor where the investors financial intermediary has elected to waive the amounts otherwise payable to it by Invesco Distributors and notifies Invesco Distributors prior to the time of investment; |
| Minimum required distributions made in connection with a Retirement and Benefit 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 a registered shareholder or beneficial owner of an account. Subsequent purchases into such account are not eligible for the CDSC waiver; 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. |
Contingent Deferred Sales Charge Exceptions for Class B and C Shares. CDSCs will not apply to the following redemptions of Class B or Class C shares, as applicable:
| Redemptions following the death or post-purchase disability of a registered shareholder or beneficial owner of an account. Subsequent purchases into such account are not eligible for the CDSC waiver; |
| Distributions from Retirement and Benefit 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 Retirement and Benefit Plan 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; |
| 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. |
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In addition to the foregoing, CDSCs will not apply to the following redemptions of Class C shares:
| Redemption of shares held by Employer Sponsored Retirement and Benefit Plans or Employer Sponsored IRAs 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; or |
| A total or partial redemption of shares where the investors financial intermediary has elected to waive amounts otherwise payable to it by Invesco Distributors and notifies Invesco Distributors prior to the time of investment. |
It is possible that a financial intermediary may not be able to offer one or more of the waiver categories described in this section. If this situation occurs, it is possible that the investor would need to invest directly through Invesco Distributors in order to take advantage of these waivers. Investors should ask their financial intermediary whether they offer the above CDSCs. The Funds may terminate or amend the terms of these CDSCs at any time.
General Information Regarding Purchases, Exchanges and Redemptions
Good Order. Purchase, exchange and redemption orders must be received in good order in accordance with the Transfer Agents policies and procedures and U.S. regulations. The Transfer Agent reserves the right to refuse transactions. Transactions not in good order will not be processed and once brought into good order, will receive the current price. To be in good order, an investor or financial intermediary must supply the Transfer Agent with all required information and documentation, including signature guarantees when required. In addition, if a purchase of shares is made by check, the check must be received in good order. This means that the check must be properly completed and signed, and legible to the Transfer Agent in its sole discretion. If a check used to purchase shares does not clear, or if any investment order must be canceled due to nonpayment, the investor will be responsible for any resulting loss.
Authorized Agents. The Transfer Agent and Invesco Distributors may authorize agents to accept purchase and redemption orders that are in good order on behalf of the Invesco Funds. In certain cases, these authorized agents are authorized to designate other intermediaries to accept purchase and redemption orders on a Funds behalf. The Fund will be deemed to have received the purchase or redemption order when the Funds authorized agent or its designee accepts the order. The order will be priced at the net asset value next determined after the order is accepted by the Funds authorized agent or its designee.
Signature Guarantees. In addition to those circumstances listed in the Shareholder Information section of each Funds prospectus, signature guarantees are required in the following situations: (1) requests to transfer the registration of shares to another owner; (2) telephone exchange and telephone redemption authorization forms; (3) changes in previously designated wiring or electronic funds transfer instructions; (4) written redemptions or exchanges of shares held in certificate form previously reported to Invesco as lost, whether or not the redemption amount is under $250,000 or the proceeds are to be sent to the address of record; and (5) requests to redeem accounts where the proceeds are over $250,000 or the proceeds are to be sent to an address or a bank other than the address or bank of record. Invesco Funds may waive or modify any signature guarantee requirements at any time.
Acceptable guarantors include banks, broker-dealers, credit unions, national securities exchanges, savings associations and any other organization, provided that such institution or organization qualifies as an eligible guarantor institution as that term is defined in rules adopted by the SEC, and further provided that such guarantor institution is listed in one of the reference guides contained in the Transfer Agents current Signature Guarantee Standards and Procedures, such as certain domestic banks, credit unions, securities dealers, or securities exchanges. Notary public signatures are not an acceptable replacement for a signature guarantee. The Transfer Agent will also accept signatures with either: (1) a signature guaranteed with a medallion stamp of the STAMP Program, or (2) a signature guaranteed with a medallion stamp of the NYSE Medallion Signature Program, provided that in either event, the amount of the total transaction involved does not exceed the surety coverage amount indicated on the medallion. For information regarding whether a particular institution or organization qualifies as an eligible guarantor institution and to determine how to fulfill a signature guarantee requirement, an investor should contact the Client Services Department of the Transfer Agent.
Transactions by Telephone. By signing an account application form, an investor agrees that the Transfer Agent may surrender for redemption any and all shares held by the Transfer Agent in the designated account(s), or in any other account with any of the Invesco Funds, present or future, which has the identical registration as the designated account(s). The Transfer Agent and Invesco Distributors are thereby authorized and directed to accept and act upon any telephone redemptions of shares held in any of the account(s) listed, from any person who requests the redemption proceeds to be applied to purchase shares in any one or more of the Invesco Funds, provided that such Fund is available for sale and provided that the registration and mailing address of the shares to be purchased are identical to the registration of the shares being redeemed. An investor acknowledges by signing the form that he understands and agrees
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that the Transfer Agent and Invesco Distributors may not be liable for any loss, expense or cost arising out of any telephone exchange requests effected in accordance with the authorization set forth in these instructions if they reasonably believe such request to be genuine. Procedures for verification of telephone transactions may include recordings of telephone transactions (maintained for six months), requests for confirmation of the shareholders Social Security Number and current address, and mailings of confirmations promptly after the transactions. The Transfer Agent reserves the right to modify or terminate the telephone exchange privilege at any time without notice. An investor may elect not to have this privilege by marking the appropriate box on the application. Then any exchanges must be effected in writing by the investor.
Internet Transactions. An investor may effect transactions in his account through the Internet by establishing a Personal Identification Number (PIN). By establishing a PIN the investor acknowledges and agrees that neither the Transfer Agent nor Invesco Distributors will be liable for any loss, expense or cost arising out of any Internet transaction effected by them in accordance with any instructions submitted by a user who transmits the PIN as authentication of his or her identity. Procedures for verification of Internet transactions include requests for confirmation of the shareholders PIN and mailing of confirmations promptly after the transactions. The investor also acknowledges that the ability to effect Internet transactions may be terminated at any time by the Invesco Funds. Policies for processing transactions via the Internet may differ from policies for transactions via telephone due to system settings.
Abandoned Property. It is the responsibility of the investor to ensure that the Transfer Agent maintains a correct address for his account(s). An incorrect address may cause an investors account statements and other mailings to be returned to the Transfer Agent. Upon receiving returned mail, the Transfer Agent will attempt to locate the investor or rightful owner of the account. If the Transfer Agent is unable to locate the investor, then it will determine whether the investors account has legally been abandoned. The Transfer Agent is legally obligated to escheat (or transfer) abandoned property to the appropriate states unclaimed property administrator in accordance with statutory requirements. The investors last known address of record determines which state has jurisdiction.
Retirement and Benefit Plans Sponsored by Invesco Distributors. Invesco Distributors acts as the prototype sponsor for certain types of Retirement and Benefit Plan documents. These Retirement and Benefit Plan documents are generally available to anyone wishing to invest Retirement and Benefit Plan assets in the Funds. These documents are provided subject to terms, conditions and fees that vary by plan type. Contact your financial intermediary for details.
Miscellaneous Fees. In certain circumstances, the intermediary maintaining the shareholder account through which your Fund shares are held may assess various fees related to the maintenance of that account, such as:
| 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. |
Please consult with your intermediary for further details concerning any applicable fees.
Offering Price
The following formula may be used to determine the public offering price per Class A share of an investors investment:
Net Asset Value / (1 Sales Charge as % of Offering Price) = Offering Price. For example, at the close of business on March 31, 2014, Invesco China Fund Class A shares had a net asset value per share of $20.01. The offering price, assuming an initial sales charge of 5.50%, therefore was $21.17.
Class R5 and R6 shares of the Invesco Funds are offered at net asset value.
Calculation of Net Asset Value
Each Invesco Fund determines its net asset value per share once daily as of the close of the customary trading session of the NYSE on each business day of the Invesco Fund. In the event the NYSE closes early on a particular day, each Invesco Fund determines its net asset value per share as of the close of the NYSE on such day. The Invesco Funds determine net asset value per share by dividing the value of an Invesco Funds securities, cash and other assets (including interest accrued but not collected) attributable to a particular class, less all its liabilities (including accrued expenses and dividends payable) attributable to that class, by the total number of shares outstanding of that class.
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Determination of an Invesco Funds net asset value per share is made in accordance with generally accepted accounting principles. Generally, the portfolio securities for non-money market funds are recorded in the NAV no later than trade date plus one, except on fiscal quarter ends, such securities are recorded on trade date. For money market funds, portfolio securities are recorded in the NAV on trade date. Under normal circumstances, market valuation and fair valuation, as described below, are not used to determine share price for money market funds because shares of money market funds are valued at amortized cost.
With respect to non-money market funds, the net asset value for shareholder transactions may be different than the net asset value reported in the Invesco Funds financial statement due to adjustments required by generally accepted accounting principles made to the net asset value of the Invesco Fund at period end.
Futures contracts may be valued at the final settlement price set by an exchange on which they are principally traded. Listed options are valued at the mean between the last bid and ask prices from the exchange on which they are principally traded. Options not listed on an exchange are valued by an independent source at the mean between the last bid and ask prices. A security listed or traded on an exchange (excluding convertible bonds) held by an Invesco Fund is valued at its last sales price or official closing price on the exchange where the security is principally traded or, lacking any sales or official closing price on a particular day, the security may be valued at the closing bid price on that day. Each equity security traded in the over-the-counter market is valued on the basis of prices furnished by independent pricing services vendors or market makers. Debt securities (including convertible bonds) and unlisted equities are fair valued using an evaluated quote provided by an independent pricing vendor. Evaluated quotes provided by the pricing vendor may be determined without exclusive reliance on quoted prices, and may reflect appropriate factors such as institution-size trading in similar groups of securities, developments related to special securities, dividend rate, yield, quality, coupon rate, maturity, type of issue, individual trading characteristics and other market data. Securities for which market prices are not provided by any of the above methods may be valued based upon quotes furnished by independent sources and are valued at the last bid price in the case of equity securities and Corporate Loans and in the case of debt obligations (excluding Corporate Loans), the mean between the last bid and ask prices. Senior secured floating rate loans and senior secured floating rate debt securities are fair valued using an evaluated quote provided by an independent pricing service. Evaluated quotes provided by the pricing service may reflect appropriate factors such as ratings, tranche type, industry, company performance, spread, individual trading characteristics, institution-size trading in similar groups of securities and other market data. Investments in open-end and closed-end registered investment companies that do not trade on an exchange are valued at the end of day net asset value per share.
Generally, trading in corporate bonds, U.S. Government securities and money market instruments is substantially completed each day prior to the close of the customary trading session of the NYSE. The values of such securities used in computing the net asset value of an Invesco Funds shares are determined at such times. Occasionally, events affecting the values of such securities may occur between the times at which such values are determined and the close of the customary trading session of the NYSE. If the Adviser believes a development/event has actually caused a closing price to no longer reflect current market value, the closing price may be adjusted to reflect the fair value of the affected security as of the close of the NYSE as determined in good faith using procedures approved by the Board.
Foreign securities are converted into U.S. dollar amounts using exchange rates as of the close of the NYSE. If market quotations are available and reliable for foreign exchange traded equity securities, the securities will be valued at the market quotations. Because trading hours for certain foreign securities end before the close of the NYSE, closing market quotations may become unreliable. If between the time trading ends on a particular security and the close of the customary trading session on the NYSE, events occur that are significant and may make the closing price unreliable, the Invesco Fund may fair value the security. If an issuer specific event has occurred that the Adviser determines, in its judgment, is likely to have affected the closing price of a foreign security, it will price the security at fair value in good faith using procedures approved by the Board. Adjustments to closing prices to reflect fair value may also be based on a screening process from a pricing vendor to indicate the degree of certainty, based on historical data, that the closing price in the principal market where a foreign security trades is not the current market value as of the close of the NYSE. For foreign securities where the Adviser believes, at the approved degree of certainty, that the price is not reflective of current market value, the Adviser will use the indication of fair value from the pricing vendor to determine the fair value of the security. The pricing vendor, pricing methodology or degree of certainty may change from time to time. Multiple factors may be considered by the pricing vendor in determining adjustments to reflect fair value and may include information relating to sector indices, American Depositary Receipts, domestic and foreign index futures, and exchange-traded funds.
Invesco Fund securities primarily traded in foreign markets may be traded in such markets on days that are not business days of the Invesco Fund. Because the net asset value per share of each Invesco Fund is determined only on business days of the Invesco Fund, the value of the portfolio securities of an Invesco Fund that invests in foreign securities may change on days when an investor cannot exchange or redeem shares of the Invesco Fund.
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Securities for which market quotations are not available or are unreliable are valued at fair value as determined in good faith by or under the supervision of the Trusts officers in accordance with procedures approved by the Board of Trustees. Issuer specific events, market trends, bid/ask quotes of brokers and information providers and other market data may be reviewed in the course of making a good faith determination of a securitys fair value.
Redemptions in Kind
Although the Invesco Funds generally intend to pay redemption proceeds solely in cash, the Invesco Funds reserve the right to determine, in their sole discretion, whether to satisfy redemption requests by making payment in securities or other property (known as a redemption in kind). For instance, an Invesco Fund may make a redemption in kind if a cash redemption would disrupt its operations or performance. Securities that will be delivered as payment in redemptions in kind will be valued using the same methodologies that the Invesco Fund typically utilizes in valuing such securities. Shareholders receiving such securities are likely to incur transaction and brokerage costs on their subsequent sales of such securities, and the securities may increase or decrease in value until the shareholder sells them. The Trust, on behalf of the Invesco Funds, made an election under Rule 18f-1 under the 1940 Act (a Rule 18f-1 Election) and therefore, the Trust, on behalf of an Invesco Fund, is obligated to redeem for cash all shares presented to such Invesco Fund for redemption by any one shareholder in an amount up to the lesser of $250,000 or 1% of that Invesco Funds net assets in any 90-day period. The Rule 18f-1 Election is irrevocable while Rule 18f-1 under the 1940 Act is in effect unless the SEC by order permits withdrawal of such Rule 18f-1 Election.
Backup Withholding
Accounts submitted without a correct, certified taxpayer identification number (TIN) or, alternatively, a correctly completed and currently effective IRS Form W-8 (for non-resident aliens) or Form W-9 (for U.S. persons including resident aliens) accompanying the registration information generally will be subject to backup withholding.
Each Invesco Fund, and other payers, generally must withhold 28% of reportable dividends (whether paid in cash or reinvested in additional Invesco Fund shares), including exempt-interest dividends, in the case of any shareholder who fails to provide the Invesco Funds with a TIN and a certification that he is not subject to backup withholding.
An investor is subject to backup withholding if:
1. | the investor fails to furnish a correct TIN to the Invesco Fund; |
2. | the IRS notifies the Invesco Fund that the investor furnished an incorrect TIN; |
3. | the investor or the Invesco Fund is notified by the IRS that the investor is subject to backup withholding because the investor failed to report all of the interest and dividends on such investors tax return (for reportable interest and dividends only); |
4. | the investor fails to certify to the Invesco Fund that the investor is not subject to backup withholding under (3) above (for reportable interest and dividend accounts opened after 1983 only); or |
5. | the investor does not certify his TIN. This applies only to non-exempt mutual fund accounts opened after 1983. |
Interest and dividend payments are subject to backup withholding in all five situations discussed above. Redemption proceeds are subject to backup withholding only if (1), (2) or (5) above applies.
Certain payees and payments are exempt from backup withholding and information reporting. Invesco or the Transfer Agent will not provide Form 1099 to those payees.
Investors should contact the IRS if they have any questions concerning withholding.
IRS Penalties. Investors who do not supply the Invesco Funds with a correct TIN will be subject to a $50 penalty imposed by the IRS unless such failure is due to reasonable cause and not willful neglect. If an investor falsifies information on this form or makes any other false statement resulting in no backup withholding on an account which should be subject to backup withholding, such investor may be subject to a $500 penalty imposed by the IRS and to certain criminal penalties including fines and/or imprisonment.
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Nonresident Aliens. Nonresident alien individuals and foreign entities with a valid Form W-8 are not subject to the backup withholding previously discussed. The Form W-8 generally remains in effect for a period starting on the date the Form is signed and ending on the last day of the third succeeding calendar year. Such shareholders may, however, be subject to federal income tax withholding at a 30% rate on ordinary income dividends and other distributions. Under applicable treaty law, residents of treaty countries may qualify for a reduced rate of withholding or a withholding exemption. Nonresident alien individuals and some foreign entities failing to provide a valid Form W-8 may be subject to backup withholding and Form 1099 reporting.
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PART C
OTHER INFORMATION
Item 28. | Exhibits |
a | - | (a) Amended and Restated Agreement and Declaration of Trust of Registrant, dated September 14, 2005. (19) | ||
- | (b) Amendment No. 1, dated January 9, 2006, to the Amended and Restated Agreement and Declaration of Trust of Registrant, dated September 14, 2005. (20) | |||
- | (c) Amendment No. 2, dated May 24, 2006, to the Amended and Restated Agreement and Declaration of Trust of Registrant, dated September 14, 2005. (23) | |||
- | (d) Amendment No. 3, dated July 5, 2006, to the Amended and Restated Agreement and Declaration of Trust of Registrant, dated September 14, 2005. (23) | |||
- | (e) Amendment No. 4, dated February 28, 2007, to the Amended and Restated Agreement and Declaration of Trust of Registrant, dated September 14, 2005. (24) | |||
- | (f) Amendment No. 5, dated May 1, 2008, to Amended and Restated Agreement and Declaration of Trust of Registrant, adopted effective September 14, 2005. (27) | |||
- | (g) Amendment No. 6, dated June 19, 2008, to Amended and Restated Agreement and Declaration of Trust of Registrant, adopted effective September 14, 2005. (27) | |||
- | (h) Amendment No. 7, dated January 22, 2009, to Amended and Restated Agreement and Declaration of Trust of Registrant, adopted effective September 14, 2005. (30) | |||
- | (i) Amendment No. 8, dated April 14, 2009, to Amended and Restated Agreement and Declaration of Trust of Registrant, adopted effective September 14, 2005. (30) | |||
- | (j) Amendment No. 9, dated November 12, 2009, to Amended and Restated Agreement and Declaration of Trust of Registrant, adopted effective September 14, 2005. (31) | |||
- | (k) Amendment No. 10, dated February 12, 2010, to Amended and Restated Agreement and Declaration of Trust of Registrant, adopted effective September 14, 2005. (35) | |||
- | (l) Amendment No. 11, dated April 30, 2010, to Amended and Restated Agreement and Declaration of Trust of Registrant, adopted effective September 14, 2005. (36) | |||
- | (m) Amendment No. 12, dated March 12, 2010, to Amended and Restated Agreement and Declaration of Trust of Registrant, adopted effective September 14, 2005. (37) | |||
- | (n) Amendment No. 13, dated June 15, 2010, to Amended and Restated Agreement and Declaration of Trust of Registrant, adopted effective September 14, 2005. (40) | |||
- | (o) Amendment No. 14, dated June 16, 2010, to Amended and Restated Agreement and Declaration of Trust of Registrant, adopted effective September 14, 2005. (40) | |||
- | (p) Amendment No. 15, dated July 16, 2010, to Amended and Restated Agreement and Declaration of Trust of Registrant, adopted effective September 14, 2005. (40) | |||
- | (q) Amendment No. 16, dated September 15, 2010, to Amended and Restated Agreement and Declaration of Trust of Registrant, adopted effective September 14, 2005. (46) |
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- | (r) Amendment No. 17, dated October 14, 2010, to Amended and Restated Agreement and Declaration of Trust of Registrant, adopted effective September 14, 2005. (46) | |||
- | (s) Amendment No. 18, dated January 20, 2011, to Amended and Restated Agreement and Declaration of Trust of Registrant, adopted effective September 14, 2005. (48) | |||
- | (t) Amendment No. 19, dated April 1, 2011, to Amended and Restated Agreement and Declaration of Trust of Registrant, adopted effective September 14, 2005. (51) | |||
- | (u) Amendment No. 20, dated September 15, 2011, to Amended and Restated Agreement and Declaration of Trust of Registrant, adopted effective September 14, 2005. (54) | |||
- | (v) Amendment No. 21, dated December 19, 2011, to the Amended and Restated Agreement and Declaration of Trust of Registrant, adopted effective September 14, 2005. (57) | |||
- | (w) Amendment No. 22, dated June 19, 2012, to the Amended and Restated Agreement and Declaration of Trust of Registrant, adopted effective September 14, 2005. (58) | |||
- | (x) Amendment No. 23, dated September 24, 2012, to the Amended and Restated Agreement and Declaration of Trust of Registrant, adopted effective September 14, 2005. (59) | |||
- | (y) Amendment No. 24, dated September 28, 2012, to the Amended and Restated Agreement and Declaration of Trust of Registrant, adopted effective September 14, 2005. (61) | |||
- | (z) Amendment No. 25, dated June 19, 2013 to the Amended and Restated Agreement and Declaration of Trust of Registrant, adopted effective September 14, 2005. (62) | |||
- | (aa) Amendment No. 26, dated August 28, 2013, to the Amended and Restated Agreement and Declaration of Trust of Registrant, adopted effective September 14, 2005. (63) | |||
- | (bb) Amendment No. 27, dated September 17, 2013, to the Amended and Restated Agreement and Declaration of Trust of Registrant, adopted effective September 14, 2005. (64) | |||
- | (cc) Amendment No. 28, dated December 4, 2013, to the Amended and Restated Agreement and Declaration of Trust of Registrant, adopted effective September 14, 2005. (65) | |||
- | (dd) Amendment No. 29, dated June 17, 2014, to the Amended and Restated Agreement and Declaration of Trust of Registrant, adopted effective September 14, 2005. (68) | |||
b | - | (a) Amended and Restated By-Laws of Registrant, adopted effective September 14, 2005. (19) | ||
- | (b) Amendment to Amended and Restated Bylaws of Registrant, adopted effective August 1, 2006. (23) | |||
- | (c) Amendment No 2, to Amended and Restated Bylaws of Registrant, adopted effective March 23, 2007. (25) | |||
- | (d) Amendment No 3, to Amended and Restated Bylaws of Registrant, adopted effective January 1, 2008. (25) |
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- | (e) Amendment No 4, to Amended and Restated Bylaws of Registrant, adopted effective April 30, 2010. (39) | |||
c | - | Articles II, VI, VII, VIII and IX of the Amended and Restated Agreement and Declaration of Trust, as amended, and Articles IV, V and VI, of the Amended and Restated By-Laws, as amended, both as previously filed, define rights of holders of shares. | ||
d (1) | - | (a) Master Investment Advisory Agreement, dated September 11, 2000, between Registrant and A I M Advisors, Inc. (5) | ||
- | (b) Amendment No. 1, dated September 1, 2001, to the Master Investment Advisory Agreement, dated September 11, 2000, between Registrant and A I M Advisors, Inc. (6) | |||
- | (c) Amendment No. 2, dated December 28, 2001, to the Master Investment Advisory Agreement, dated September 11, 2000, between Registrant and A I M Advisors, Inc. (8) | |||
- | (d) Amendment No. 3, dated July 1, 2002, to the Master Investment Advisory Agreement, dated September 11, 2000, between Registrant and A I M Advisors, Inc. (8) | |||
- | (e) Amendment No. 4, dated September 23, 2002, to the Master Investment Advisory Agreement, dated September 11, 2000, between Registrant and A I M Advisors, Inc. (9) | |||
- | (f) Amendment No. 5, dated November 1, 2002, to the Master Investment Advisory Agreement, dated September 11, 2000, between Registrant and A I M Advisors, Inc. (9) | |||
- | (g) Amendment No. 6, dated February 28, 2003, to the Master Investment Advisory Agreement, dated September 11, 2000, between Registrant and A I M Advisors, Inc. (9) | |||
- | (h) Amendment No. 7, dated June 23, 2003, to the Master Investment Advisory Agreement, dated September 11, 2000, between Registrant and A I M Advisors, Inc. (10) | |||
- | (i) Amendment No. 8, dated November 3, 2003, to the Master Investment Advisory Agreement, dated September 11, 2000, between Registrant and A I M Advisors, Inc. (12) | |||
- | (j) Amendment No. 9, dated November 24, 2003, to the Master Investment Advisory Agreement, dated September 11, 2000, between Registrant and A I M Advisors, Inc. (13) | |||
- | (k) Amendment No. 10, dated July 18, 2005, to the Master Investment Advisory Agreement, dated September 11, 2000, between Registrant and A I M Advisors, Inc. (18) | |||
- | (l) Amendment No. 11, dated March 31, 2006, to the Master Investment Advisory Agreement, dated September 11, 2000, between Registrant and A I M Advisors, Inc. (23) | |||
- | (m) Amendment No. 12, dated February 28, 2007, to the Master Investment Advisory Agreement, dated September 11, 2000, between Registrant and A I M Advisors, Inc. (25) | |||
- | (n) Amendment No. 13, dated July 1, 2007, to the Master Investment Advisory Agreement, dated September 11, 2000, between Registrant and A I M Advisors, Inc. (25) | |||
- | (o) Amendment No. 14, dated May 29, 2009, to Master Investment Advisory Agreement, dated September 11, 2000, between Registrant and Invesco Aim Advisors, Inc., formerly A I M Advisors, Inc. (30) | |||
- | (p) Amendment No. 15, dated January 1, 2010, to the Master Investment Advisory Agreement, dated September 11, 2000, between Registrant and Invesco Advisers, Inc., successor by merger to Invesco Aim Advisors, Inc. (34) |
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- | (q) Amendment No. 16, dated February 12, 2010, to the Master Investment Advisory Agreement, dated September 11, 2000, between Registrant and Invesco Advisers, Inc. (35) | |||
- | (r) Amendment No. 17, dated April 30, 2010, to the Master Investment Advisory Agreement, dated September 11, 2000, between Registrant and Invesco Advisers, Inc. (39) | |||
- | (s) Amendment No. 18, dated June 14, 2010, to the Master Investment Advisory Agreement, dated September 11, 2000, between Registrant and Invesco Advisers, Inc. (39) | |||
- | (t) Amendment No. 19, dated June 16, 2010, to the Master Investment Advisory Agreement, dated September 11, 2000, between Registrant and Invesco Advisers, Inc. (40) | |||
- | (u) Amendment No. 20, dated September 15, 2010, to the Master Investment Advisory Agreement, dated September 11, 2000, between Registrant and Invesco Advisers, Inc. (46) | |||
- | (v) Amendment No. 21, dated November 29, 2010, to the Master Investment Advisory Agreement, dated September 11, 2000, between Registrant and Invesco Advisers, Inc. (46) | |||
- | (w) Amendment No. 22, dated May 31, 2011, to the Master Investment Advisory Agreement, dated September 11, 2000, between Registrant and Invesco Advisers, Inc. (53) | |||
- | (x) Amendment No. 23, dated December 14, 2011, to the Master Investment Advisory Agreement, dated September 11, 2000, between Registrant and Invesco Advisers, Inc. (57) | |||
- | (y) Amendment No. 24, dated December 19, 2011, to the Master Investment Advisory Agreement, dated September 11, 2000, between Registrant and Invesco Advisers, Inc. (57) | |||
- | (z) Amendment No. 25, dated September 25, 2012, to the Master Investment Advisory Agreement, dated September 11, 2000, between Registrant and Invesco Advisers, Inc. (61) | |||
- | (aa) Amendment No. 26, dated September 28, 2013, to the Master Investment Advisory Agreement, dated September 11, 2000, between Registrant and Invesco Advisers, Inc. (64) | |||
- | (bb) Amendment No. 27, dated December 16, 2013, to the Master Investment Advisory Agreement, dated September 11, 2000, between Registrant and Invesco Advisers, Inc. (64) | |||
- | (cc) Amendment No. 28, dated April 22, 2014, to the Master Investment Advisory Agreement, dated September 11, 2000, between Registrant and Invesco Advisers, Inc. (6 9 ) | |||
- | (dd) Form of Amendment No. 29 to the Master Investment Advisory Agreement, dated September 11, 2000, between Registrant and Invesco Advisers, Inc. (6 9 ) | |||
(2) | - | (a) Master Intergroup Sub-Advisory Contract for Mutual Funds, dated May 1, 2008 between Invesco Aim Advisors, Inc. on behalf of Registrant, and each of Invesco Trimark Investment Management Inc., Invesco Asset Management Deutschland, GmbH, Invesco Asset Management Ltd., Invesco Asset Management (Japan) Limited, Invesco Australia Limited, Invesco Global Asset Management (N.A.), Inc., Invesco Hong Kong Limited, Invesco Institutional (N.A.), Inc., and Invesco Senior Secured Management, Inc. and AIM Funds Management Inc. (now known as Invesco Trimark, Ltd.). (27) | ||
- | (b) Amendment No. 1, dated May 29, 2009, to Master Intergroup Sub-Advisory Contract for Mutual Funds, dated May 1, 2008 between Invesco Aim Advisors, Inc., on behalf of Registrant, and each of Invesco Asset Management Deutschland GmbH, Invesco Asset Management Ltd., Invesco Asset Management (Japan) Limited, Invesco Australia Limited, Invesco Global Asset Management (N.A.), Inc., Invesco Hong Kong Limited, Invesco Institutional (N.A.), Inc., Invesco Senior Secured Management, Inc. and Invesco Trimark Ltd. (34) |
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- | (c) Amendment No. 2, dated January 1, 2010, to Master Intergroup Sub-Advisory Contract for Mutual Funds, dated May 1, 2008 between Invesco Advisers, Inc., successor by merger to Invesco Aim Advisors, Inc., on behalf of Registrant, and each of Invesco Asset Management Deutschland GmbH, Invesco Asset Management Ltd., Invesco Asset Management (Japan) Limited, Invesco Australia Limited, Invesco Global Asset Management (N.A.), Inc., Invesco Hong Kong Limited, Invesco Institutional (N.A.), Inc., Invesco Senior Secured Management, Inc. and Invesco Trimark Ltd. (34) | |||
- | (d) Amendment No. 3, dated February 12, 2010, to Master Intergroup Sub-Advisory Contract for Mutual Funds, dated May 1, 2008 between Invesco Advisers, Inc., on behalf of Registrant, and each of Invesco Asset Management Deutschland GmbH, Invesco Asset Management Ltd., Invesco Asset Management (Japan) Limited, Invesco Australia Limited, Invesco Hong Kong Limited, Invesco Senior Secured Management, Inc. and Invesco Trimark Ltd. (35) | |||
- | (e) Amendment No. 4, dated April 30, 2010, to Master Intergroup Sub-Advisory Contract for Mutual Funds, dated May 1, 2008 between Invesco Advisers, Inc., on behalf of Registrant, and each of Invesco Asset Management Deutschland GmbH, Invesco Asset Management Ltd., Invesco Asset Management (Japan) Limited, Invesco Australia Limited, Invesco Hong Kong Limited, Invesco Senior Secured Management, Inc. and Invesco Trimark Ltd. (39) | |||
- | (f) Amendment No. 5, dated June 14, 2010, to Master Intergroup Sub-Advisory Contract for Mutual Funds, dated May 1, 2008 between Invesco Advisers, Inc., on behalf of Registrant, and each of Invesco Asset Management Deutschland GmbH, Invesco Asset Management Ltd., Invesco Asset Management (Japan) Limited, Invesco Australia Limited, Invesco Hong Kong Limited, Invesco Senior Secured Management, Inc. and Invesco Trimark Ltd. (40) | |||
- | (g) Amendment No. 6, dated October 29, 2010, to Master Intergroup Sub-Advisory Contract for Mutual Funds, dated May 1, 2008 between Invesco Advisers, Inc., on behalf of Registrant, and each of Invesco Asset Management Deutschland GmbH, Invesco Asset Management Ltd., Invesco Asset Management (Japan) Limited, Invesco Australia Limited, Invesco Hong Kong Limited, Invesco Senior Secured Management, Inc. and Invesco Trimark Ltd. (49) | |||
- | (h) Amendment No. 7, dated November 29, 2010, to Master Intergroup Sub-Advisory Contract for Mutual Funds, dated May 1, 2008 between Invesco Advisers, Inc., on behalf of Registrant, and each of Invesco Asset Management Deutschland GmbH, Invesco Asset Management Ltd., Invesco Asset Management (Japan) Limited, Invesco Australia Limited, Invesco Hong Kong Limited, Invesco Senior Secured Management, Inc. and Invesco Trimark Ltd. (49) | |||
- | (i) Amendment No. 8, dated May 31, 2011, to Master Intergroup Sub-Advisory Contract for Mutual Funds, dated May 1, 2008 between Invesco Advisers, Inc., on behalf of Registrant, and each of Invesco Asset Management Deutschland GmbH, Invesco Asset Management Ltd., Invesco Asset Management (Japan) Limited, Invesco Australia Limited, Invesco Hong Kong Limited, Invesco Senior Secured Management, Inc. and Invesco Trimark Ltd. (53) | |||
- | (j) Amendment No. 9, dated December 14, 2011, to the Master Intergroup Sub-Advisory Contract for Mutual Funds, dated May 1, 2008 between Invesco Advisers, Inc., on behalf of Registrant, and each of Invesco Asset Management Deutschland GmbH, Invesco Asset Management Ltd., Invesco Asset Management (Japan) Limited, Invesco Australia Limited, Invesco Hong Kong Limited, Invesco Senior Secured Management, Inc. and Invesco Canada Ltd (previously known as Invesco Trimark Ltd.). (57) |
C-5
C-6
- | (e) Amendment No. 4, dated December 16, 2013, to the Sub-Advisory Contract Invesco Advisers, Inc. and Invesco PowerShares Capital Management, LLC dated December 14, 2011. (66) | |||
- | (f) Amendment No. 5, dated April 22, 2014, to the Sub-Advisory Contract Invesco Advisers, Inc. and Invesco PowerShares Capital Management, LLC dated December 14, 2011. (6 9 ) | |||
- | (g) Amendment No. 6, dated June 26, 2014, to the Sub-Advisory Contract Invesco Advisers, Inc. and Invesco PowerShares Capital Management, LLC dated December 14, 2011. (6 9 ) | |||
- | (h) Form of Amendment No. 7 to the Sub-Advisory Contract Invesco Advisers, Inc. and Invesco PowerShares Capital Management, LLC dated December 14, 2011. (6 9 ) | |||
e (1) | - | (a) First Restated Master Distribution Agreement (all classes of shares except Class B shares), dated August 18, 2003, and as subsequently amended and as restated September 20, 2006, between Registrant and A I M Distributors, Inc. (23) | ||
- | (b) Amendment No. 1, dated December 8, 2006, to the First Restated Master Distribution Agreement (all classes of shares except Class B shares), between Registrant and A I M Distributors, Inc. (24) | |||
- | (c) Amendment No. 2, dated January 31, 2007, to the First Restated Master Distribution Agreement (all classes of shares except Class B shares), between Registrant and A I M Distributors, Inc. (24) | |||
- | (d) Amendment No. 3, dated February 28, 2007, to the First Restated Master Distribution Agreement (all classes of shares except Class B shares), between Registrant and A I M Distributors, Inc. (25) | |||
- | (e) Amendment No. 4, dated March 9, 2007, to the First Restated Master Distribution Agreement (all classes of shares except Class B shares), between Registrant and A I M Distributors, Inc. (25) | |||
- | (f) Amendment No. 5, dated April 23, 2007, to the First Restated Master Distribution Agreement (all classes of shares except Class B shares), between Registrant and A I M Distributors, Inc. (25) | |||
- | (g) Amendment No. 6, dated September 28, 2007, to the First Restated Master Distribution Agreement (all classes of shares except Class B shares), between Registrant and A I M Distributors, Inc. (25) | |||
- | (h) Amendment No. 7, dated December 20, 2007, to the First Restated Master Distribution Agreement, made as of August 18, 2003, as subsequently amended, and as restated September 20, 2006, by and between Registrant (all classes of shares except Class B shares) and A I M Distributors, Inc. (25) | |||
- | (i) Amendment No. 8, dated April 28, 2008, to the First Restated Master Distribution Agreement, made as of August 18, 2003, as subsequently amended, and as restated September 20, 2006, by and between Registrant (all classes of shares except Class B shares) and Invesco Aim Distributors, Inc., formerly A I M Distributors, Inc. (27) | |||
- | (j) Amendment No. 9, dated April 30, 2008, to the First Restated Master Distribution Agreement, made as of August 18, 2003, as subsequently amended, and as restated September 20, 2006, by and between Registrant (all classes of shares except Class B shares) and Invesco Aim Distributors, Inc. (27) |
C-7
- | (k) Amendment No. 10, dated May 1, 2008, to the First Restated Master Distribution Agreement, made as of August 18, 2003, as subsequently amended, and as restated September 20, 2006, by and between Registrant (all classes of shares except Class B shares) and Invesco Aim Distributors, Inc. (27) | |||
- | (l) Amendment No. 11, dated July 24, 2008, to the First Restated Master Distribution Agreement, made as of August 18, 2003, as subsequently amended, and as restated September 20, 2006, by and between Registrant (all classes of shares except Class B shares) and Invesco Aim Distributors, Inc. (27) | |||
- | (m) Amendment No. 12, dated October 3, 2008, to the First Restated Master Distribution Agreement, made as of August 18, 2003, as subsequently amended, and as restated September 20, 2006, by and between Registrant (all classes of shares except Class B shares) and Invesco Aim Distributors, Inc. (28) | |||
- | (n) Amendment No. 13, dated May 29, 2009, to the First Restated Master Distribution Agreement, made as of August 18, 2003, as subsequently amended, and as restated September 20, 2006, by and between Registrant (all classes of shares except Class B shares) and Invesco Aim Distributors, Inc. (30) | |||
- | (o) Amendment No. 14, dated June 2, 2009, to the First Restated Master Distribution Agreement (all classes of shares except Class B shares). (35) | |||
- | (p) Amendment No. 15, dated July 14, 2009, to the First Restated Master Distribution Agreement (all classes of shares except Class B shares). (35) | |||
- | (q) Amendment No. 16, dated September 25, 2009, to the First Restated Master Distribution Agreement (all classes of shares except Class B shares). (35) | |||
- | (r) Amendment No. 17, dated November 4, 2009, to the First Restated Master Distribution Agreement (all classes of shares except Class B shares). (35) | |||
- | (s) Amendment No. 18, dated February 1, 2010, to the First Restated Master Distribution Agreement, (all Classes of Shares except Class B shares). (35) | |||
- | (t) Amendment No. 19, dated February 12, 2010, to the First Restated Master Distribution Agreement, (all Classes of Shares except Class B shares and Class B5 shares). (35) | |||
- | (u) Amendment No. 20, dated February 12, 2010, to the First Restated Master Distribution Agreement, (all Classes of Shares except Class B shares and Class B5 shares). (35) | |||
- | (v) Amendment No. 21, dated April 30, 2010, to the First Restated Master Distribution Agreement, (all Classes of Shares except Class B shares and Class B5 shares). (39) | |||
- | (w) Amendment No. 22, dated June 14, 2010, to the First Restated Master Distribution Agreement, (all Classes of Shares except Class B shares and Class B5 shares). (40) | |||
- | (x) Amendment No. 23, dated October 29, 2010, to the First Restated Master Distribution Agreement, (all Classes of Shares except Class B shares and Class B5 shares). (46) | |||
- | (y) Amendment No. 24, dated November 29, 2010, to the First Restated Master Distribution Agreement, (all Classes of Shares except Class B shares and Class B5 shares). (47) | |||
- | (z) Amendment No. 25, dated December 22, 2010, to the First Restated Master Distribution Agreement, (all Classes of Shares except Class B shares and Class B5 shares). (48) |
C-8
- | (aa) Amendment No. 26, dated May 23, 2011, to the First Restated Master Distribution Agreement, (all Classes of Shares except Class B shares and Class B5 shares). (53) | |||
- | (bb) Amendment No. 27, dated May 31, 2011, to the First Restated Master Distribution Agreement, (all Classes of Shares except Class B shares and Class B5 shares). (53) | |||
- | (cc) Amendment No. 28, dated June 6, 2011, to the First Restated Master Distribution Agreement, (all Classes of Shares except Class B shares and Class B5 shares). (53) | |||
- | (dd) Amendment No. 29, dated December 14, 2011, to the First Restated Master Distribution Agreement, (all Classes of Shares except Class B shares and Class B5 shares). (57) | |||
- | (ee) Amendment No. 30, dated December 19, 2011, to the First Restated Master Distribution Agreement, (all Classes of Shares except Class B shares and Class B5 shares). (57) | |||
- | (ff) Amendment No. 31, dated December 27, 2011, to the First Restated Master Distribution Agreement, (all Classes of Shares except Class B shares and Class B5 shares). (57) | |||
- | (gg) Amendment No. 32, dated July 30, 2012, to the First Restated Master Distribution Agreement, (all Classes of Shares except Class B shares and Class B5 shares). (59) | |||
- | (hh) Amendment No. 33, dated September 24, 2012, to the First Restated Master Distribution Agreement, (all Classes of Shares except Class B shares and Class BX shares). (61) | |||
- | (ii) Amendment No. 34, dated September 25, 2012, to the First Restated Master Distribution Agreement, (all Classes of Shares except Class B shares and Class BX shares). (61) | |||
- | (jj) Amendment No. 35, dated January 18, 2013, to the First Restated Master Distribution Agreement, (all Classes of Shares except Class B shares and Class BX shares). (61) | |||
- | (kk) Amendment No. 36, dated February 25, 2013, to the First Restated Master Distribution Agreement, (all Classes of Shares except Class B shares and Class BX shares). (61) | |||
- | (ll) Amendment No. 37, dated February 26, 2013, to the First Restated Master Distribution Agreement, (all Classes of Shares except Class B shares and Class BX shares). (62) | |||
- | (mm) Amendment No. 38, dated June 28, 2013, to the First Restated Master Distribution Agreement, (all Classes of Shares except Class B shares and Class BX shares). (62) | |||
- | (nn) Amendment No. 39, dated July 31, 2013 to the First Restated Master Distribution Agreement, (all Classes of Shares except Class B shares and Class BX shares). (62) | |||
- | (oo) Amendment No. 40, dated August 28, 2013, to the First Restated Master Distribution Agreement, (all Classes of Shares except Class B shares and Class BX shares). (64) | |||
- | (pp) Amendment No. 41, dated September 16, 2013, to the First Restated Master Distribution Agreement, (all Classes of Shares except Class B shares and Class BX shares). (64) | |||
- | (qq) Amendment No. 42, dated December 16, 2013, to the First Restated Master Distribution Agreement, (all Classes of Shares except Class B shares and Class BX shares). (64) |
C-9
- | (rr) Amendment No. 43, dated December 30, 2013, to the First Restated Master Distribution Agreement, (all Classes of Shares except Class B shares and Class BX shares). (66) | |||
- | (ss) Amendment No. 44, dated April 22, 2014, to the First Restated Master Distribution Agreement, (all Classes of Shares except Class B shares and Class BX shares). (66) | |||
(2) | - | (a) Master Distribution Agreement dated July 1, 2014 between Registrant and Invesco Distributors, Inc. (69) | ||
- | (b) Form of Amendment No. 1 to Master Distribution Agreement dated July 1, 2014 between Registrant and Invesco Distributors, Inc. (69) | |||
(3) | - | Form of Selected Dealer Agreement between Invesco Aim Distributors, Inc. and selected dealers. (28) | ||
(4) | - | Form of Bank Selling Group Agreement between Invesco Aim Distributors, Inc. and banks. (28) | ||
f (1) | - | Form of Invesco Funds Retirement Plan for Eligible Directors/Trustees, as approved by the Board of Directors/Trustees on December 31, 2013. (66) | ||
(2) | - | Form of Invesco Funds Trustee Deferred Compensation Agreement as approved by the Board of Directors/Trustees on December 31, 2010. (53) | ||
g (1) | - | Amended and Restated Master Custodian Contract, dated June 1, 2010, between Registrant and State Street Bank and Trust Company. (40) | ||
(2) | - | Subcustodian Agreement, dated January 20, 1993, between State Street Bank and Trust Company and The Bank of New York. (7) | ||
h (1) | - | (a) Fourth Amended and Restated Transfer Agency and Service Agreement, dated July 1, 2010, between Registrant and Invesco Investment Services, Inc. (42) | ||
- | (b) Amendment No. 1, dated March 16, 2011, to the Fourth Amended and Restated Transfer Agency and Service Agreement, dated July 1, 2010, between Registrant and Invesco Investment Services, Inc. (51) | |||
- | (c) Amendment No. 2, dated July 1, 2011, to the Fourth Amended and Restated Transfer Agency and Service Agreement, dated July 1, 2010, between Registrant and Invesco Investment Services, Inc. (53) | |||
- | (d) Amendment No. 3, dated September 24, 2012, to the Fourth Amended and Restated Transfer Agency and Service Agreement, dated July 1, 2010, between Registrant and Invesco Investment Services, Inc. (61) | |||
- | (e) Amendment No. 4 dated January 1, 2014, to the Fourth Amended and Restated Transfer Agency and Service Agreement, dated July 1, 2010, between Registrant and Invesco Investment Services, Inc. (66) | |||
(2) | - | (a) Second Amended and Restated Master Administrative Services Agreement, dated July 1, 2006, between Registrant and A I M Advisors, Inc. (23) | ||
- | (b) Amendment No. 1, dated February 28, 2007, to the Second Amended and Restated Master Administrative Services Agreement, between Registrant and A I M Advisors, Inc. (25) |
C-10
- | (c) Amendment No. 2, dated May 29, 2009, to the Second Amended and Restated Master Administrative Services Agreement, between Registrant and Invesco Aim Advisors, Inc., formerly A I M Advisors, Inc. (30) | |||
- | (d) Amendment No. 3, dated January 1, 2010, to the Second Amended and Restated Master Administrative Services Agreement, between Registrant and Invesco Advisers, Inc., successor by merger to Invesco Aim Advisors, Inc. (34) | |||
- | (e) Amendment No. 4, dated February 12, 2010, to the Second Amended and Restated Master Administrative Services Agreement, between Registrant and Invesco Advisers, Inc., successor by merger to Invesco Aim Advisors, Inc. (35) | |||
- | (f) Amendment No. 5, dated April 30, 2010, to the Second Amended and Restated Master Administrative Services Agreement, between Registrant and Invesco Advisers, Inc. (39) | |||
- | (g) Amendment No. 6, dated June 14, 2010, to the Second Amended and Restated Master Administrative Services Agreement, between Registrant and Invesco Advisers, Inc. (39) | |||
- | (h) Amendment No. 7, dated October 29, 2010, to the Second Amended and Restated Master Administrative Services Agreement, between Registrant and Invesco Advisers, Inc. (46) | |||
- | (i) Amendment No. 8, dated November 29, 2010, to the Second Amended and Restated Master Administrative Services Agreement, between Registrant and Invesco Advisers, Inc. (47) | |||
- | (j) Amendment No. 9, dated May 31, 2011, to the Second Amended and Restated Master Administrative Services Agreement, between Registrant and Invesco Advisers, Inc. (53) | |||
- | (k) Amendment No. 10, dated December 14, 2011, to the Second Amended and Restated Master Administrative Services Agreement, between Registrant and Invesco Advisers, Inc. (57) | |||
- | (l) Amendment No. 11, dated December 19, 2011, to the Second Amended and Restated Master Administrative Services Agreement, between Registrant and Invesco Advisers, Inc. (57) | |||
- | (m) Amendment No. 12, dated July 1, 2012, to the Second Amended and Restated Master Administrative Services Agreement, between Registrant and Invesco Advisers, Inc. (60) | |||
- | (n) Amendment No. 13, dated September 25, 2012, to the Second Amended and Restated Master Administrative Services Agreement, between Registrant and Invesco Advisers, Inc. (61) | |||
- | (o) Amendment No. 14, dated September 28, 2012, to the Second Amended and Restated Master Administrative Services Agreement, between Registrant and Invesco Advisers, Inc. (64) | |||
- | (p) Amendment No. 15, dated December 16, 2013, to the Second Amended and Restated Master Administrative Services Agreement, between Registrant and Invesco Advisers, Inc. (64) | |||
- | (q) Amendment No. 16, dated April 22, 2014, to the Second Amended and Restated Master Administrative Services Agreement, between Registrant and Invesco Advisers, Inc. (6 9 ) |
C-11
- | (r) Form of Amendment No. 17 to the Second Amended and Restated Master Administrative Services Agreement, between Registrant and Invesco Advisers, Inc. (6 9 ) | |||
(3) | - | Eighth Amended and Restated Memorandum of Agreement, dated July 1, 2014, regarding securities lending waiver, between Registrant (on behalf of all Funds) and Invesco Advisers, Inc. (6 9 ) | ||
(4) | - | Form of Memorandum of Agreement regarding expense limitations between Registrant (on behalf of certain Funds) and Invesco Advisers, Inc. (6 9 ) | ||
(5) | - | Form of Memorandum of Agreement regarding advisory fee waivers between Registrant (on behalf of certain Funds) and Invesco Advisers, Inc. (6 9 ) | ||
(6) | - | Fourth Amended and Restated Interfund Loan Agreement dated April 30, 2011, between Registrant and Invesco Advisors, Inc. (51) | ||
(7) | - | Expense Reimbursement Agreement, dated June 30, 2003, between Registrant and A I M Fund Services, Inc. (now known as AIM Investment Services, Inc.). (13) | ||
(8) | - | Agreement and Plan of Reorganization, dated April 1, 2011, for Invesco Global Dividend Growth Securities Fund, Invesco Global Fund, Invesco Health Sciences Fund, Invesco Japan Fund, Invesco LIBOR Alpha Fund, Invesco Van Kampen Emerging Markets Fund, Invesco Van Kampen Global Equity Allocation Fund, Invesco Van Kampen Global Franchise Fund, Invesco Van Kampen International Advantage Fund, Invesco Van Kampen International Growth Fund. (53) | ||
i | - | Legal Opinion and Consent of Stradley Ronon Stevens & Young, LLP. (6 9 ) | ||
j | - | None. | ||
k | - | Omitted Financial Statements Not applicable | ||
l (1) | - | Agreement Concerning Initial Capitalization of Registrants AIM Trimark Endeavor Fund, AIM Trimark Fund and AIM Trimark Small Companies Fund dated November 3, 2003. (12) | ||
(2) | - | Agreement Concerning Initial Capitalization of Registrants AIM China Fund, AIM Enhanced Short Bond Fund, AIM International Bond Fund and AIM Japan Fund dated March 31, 2006. (23) | ||
(3) | - | Agreement Concerning Initial Capitalization of Registrants AIM Balanced-Risk Allocation Fund dated May 29, 2009. (30) | ||
(4) | - | Initial Capitalization Agreement, dated October 2, 2008, for Class Y shares of AIM Balanced-Risk Allocation Fund, AIM China Fund, AIM Developing Markets Fund, AIM Global Healthcare Fund, AIM International Total Return Fund, AIM Japan Fund, AIM LIBOR Alpha Fund, AIM Trimark Endeavor Fund, AIM Trimark Fund and AIM Trimark Small Companies Fund. (35) |
C-12
(5) | - | Agreement concerning Initial Capital Investment in Portfolios of the Registrant dated June 1, 2010, for Institutional Class Shares of Invesco Alternative Opportunities Fund, Institutional Class Shares of Invesco Commodities Strategy Fund, Institutional Class Shares of Invesco FX Alpha Plus Strategy Fund, Institutional Class Shares of Invesco FX Alpha Strategy Fund, Class B Shares and Class C Shares of Invesco International Growth Equity Fund, Institutional Class Shares of Invesco Van Kampen Emerging Markets Fund, Class Y Shares of Invesco Van Kampen Global Equity Allocation Fund, Institutional Class Shares of Invesco Van Kampen Global Tactical Asset Allocation Fund, Institutional Class Shares of Invesco Van Kampen International Growth Fund. (40) | ||
(6) | - | Agreement concerning Initial Capital Investment of Registrants Invesco Emerging Market Local Currency Debt Fund dated June 11, 2010. (40) | ||
(7) | - | Agreement concerning Initial Capital Investment of Registrants Invesco Balanced-Risk Commodity Strategy Fund dated November 26, 2010. (47) | ||
(8) | - | Agreement concerning Initial Capital Investment of Registrants Invesco Emerging Markets Equity Fund dated May 26, 2011. (53) | ||
(9) | - | Agreement concerning Initial Capital Investment of Registrants Invesco Premium Income Fund dated December 12, 2011. (57) | ||
(10) | - | Agreement concerning Initial Capital Investment of Registrants Invesco Global Markets Strategy Fund dated September 24, 2012. (61) | ||
(11) | - | Form of Plan of Recapitalization of Invesco Global Markets Strategy Fund, a series of the Registrant. (62) | ||
(12) | - | Agreement concerning Initial Capital Investment of Registrants Invesco All Cap Market Neutral Fund, Invesco Global Market Neutral Fund, Invesco Global Targeted Returns Fund, Invesco Long/Short Equity Fund, Invesco Low Volatility Emerging Markets Fund, Invesco Macro International Equity Fund and Invesco Macro Long/Short Fund dated December 13, 2013. (64) | ||
(13) | - | Agreement concerning Initial Capital Investment of Registrants Invesco Unconstrained Bond Fund dated October 7, 2014. (6 9 ) | ||
m (1) | - | (a) First Restated Master Distribution Plan, effective as of August 18, 2003, as subsequently amended, and as restated September 20, 2006 (Class A shares). (23) | ||
- | (b) Amendment No. 1, dated January 31, 2007, to the Registrants First Restated Master Distribution Plan (Class A shares). (25) | |||
- | (c) Amendment No. 2, dated February 28, 2007, to the Registrants First Restated Master Distribution Plan (Class A shares). (25) | |||
- | (d) Amendment No. 3, dated March 9, 2007, to the Registrants First Restated Master Distribution Plan (Class A shares). (25) | |||
- | (e) Amendment No. 4, dated April 23, 2007, to the Registrants First Restated Master Distribution Plan (Class A shares). (25) | |||
- | (f) Amendment No. 5, dated April 30, 2008, to the Registrants First Restated Master Distribution Plan (Class A shares). (27) |
C-13
- | (g) Amendment No. 6, dated May 1, 2008, to the Registrants First Restated Master Distribution Plan (Class A shares). (27) | |||
- | (h) Amendment No. 7, dated July 24, 2008, to the Registrants First Restated Master Distribution Plan (Class A shares). (27) | |||
- | (i) Amendment No. 8, dated May 29, 2009, to the Registrants First Restated Master Distribution Plan (Class A shares). (30) | |||
- | (j) Amendment No. 9, dated June 2, 2009, to the First Restated Master Distribution Plan (Class A shares). (35) | |||
- | (k) Amendment No. 10, dated July 1, 2009, to the First Restated Master Distribution Plan (Class A shares). (35) | |||
- | (l) Amendment No. 11, dated November 4, 2009, to the First Restated Master Distribution Plan (Class A shares). (35) | |||
- | (m) Amendment No. 12, dated February 1, 2010, to the First Restated Master Distribution Plan (Class A shares). (35) | |||
- | (n) Amendment No. 13, dated February 12, 2010, to the First Restated Master Distribution Plan (Class A shares). (35) | |||
- | (o) Amendment No. 14, dated April 30, 2010, to the First Restated Master Distribution Plan (Class A shares). (39) | |||
- | (p) Amendment No. 15, dated May 5, 2010, to the First Restated Master Distribution Plan (Class A shares). (39) | |||
- | (q) Amendment No. 16, dated June 14, 2010, to the First Restated Master Distribution Plan (Class A shares). (39) | |||
- | (r) Amendment No. 17, dated October 29, 2010, to the First Restated Master Distribution Plan (Class A shares). (47) | |||
- | (s) Amendment No. 18, dated November 29, 2010, to the First Restated Master Distribution Plan (Class A shares). (47) | |||
- | (t) Amendment No. 19, dated May 31, 2011, to the First Restated Master Distribution Plan (Class A shares). (53) | |||
- | (u) Amendment No. 20, dated June 6, 2011, to the First Restated Master Distribution Plan (Class A shares). (53) | |||
- | (v) Amendment No. 21, dated December 14, 2011, to the First Restated Master Distribution Plan (Class A shares). (57) | |||
- | (w) Amendment No. 22, dated July 28, 2012, to the First Restated Master Distribution Plan (Class A shares). (61) | |||
- | (x) Amendment No. 23, dated September 24, 2012, to the First Restated Master Distribution Plan (Class A shares). (61) | |||
- | (y) Amendment No. 24, dated February 26, 2013, to the First Restated Master Distribution Plan (Class A shares). (62) |
C-14
- | (z) Amendment No. 25, dated July 31, 2013, to the First Restated Master Distribution Plan (Class A shares). (62) | |||
- | (aa) Amendment No. 26, dated August 28, 2013, to the First Restated Master Distribution Plan (Class A shares). (64) | |||
- | (bb) Amendment No. 27, dated December 16, 2013, to the First Restated Master Distribution Plan (Class A shares). (64) | |||
- | (cc) Amendment No. 28, dated December 31, 2013, to the First Restated Master Distribution Plan (Class A shares). (66) | |||
- | (dd) Amendment No. 29, dated April 22, 2014, to the First Restated Master Distribution Plan (Class A shares). (69) | |||
(2) | - | (a) Plan of Distribution Pursuant to Rule 12b-1, dated February 12, 2010 (Class A, Class B and Class C shares)(Reimbursement). (39) | ||
- | (b) Amendment No. 1, dated April 30, 2010, to Plan of Distribution Pursuant to Rule 12b 1 (Class A, Class B and Class C shares) (Reimbursement). (39) | |||
- | (c) Amendment No. 2, dated May 4, 2010, to Plan of Distribution Pursuant to Rule 12b 1(Class A, Class B and Class C shares) (Reimbursement). (39) | |||
- | (d) Amendment No. 3, dated October 29, 2010, to Plan of Distribution Pursuant to Rule 12b-1(Class A, Class B and Class C shares) (Reimbursement). (47) | |||
- | (e) Amendment No. 4, dated December 19, 2011, to Plan of Distribution Pursuant to Rule 12b-1 (Class A, Class B and Class C shares) (Reimbursement). (57) | |||
- | (f) Amendment No. 5, dated June 11, 2012, to Plan of Distribution Pursuant to Rule 12b-1 (Class A, Class B and Class C shares) (Reimbursement). (61) | |||
- | (g) Amendment No. 6, dated July 15, 2013, to Plan of Distribution Pursuant to Rule 12b-1 (Class A, Class B and Class C shares) (Reimbursement). (64) | |||
(3) | - | (a) Plan of Distribution dated February 12, 2010, (Class R shares) (Reimbursement). (39) | ||
- | (b) Amendment No. 1, dated April 30, 2010, to Plan of Distribution (Class R shares) (Reimbursement). (39) | |||
- | (c) Amendment No. 2, dated October 29, 2010, to Plan of Distribution (Class R shares) (Reimbursement). (47) | |||
- | (d) Amendment No. 3, dated June 11, 2012 to Plan of Distribution (Class R shares) (Reimbursement). (61) | |||
(4) | - | (a) Shareholder Service Plan, dated February 12, 2010 (Class R shares) (Reimbursement). (39) | ||
- | (b) Amendment No. 1 dated April 30, 2010, to Shareholder Service Plan, dated February 12, 2010 (Class R shares) (Reimbursement). (43) | |||
- | (c) Amendment No. 2, dated October 29, 2010, to Shareholder Service Plan (Class R shares) (Reimbursement). (47) |
C-15
- | (d) Amendment No. 3, dated June 11, 2012, to Shareholder Service Plan (Class R shares) (Reimbursement). (61) | |||
(5) | - | Amended and Restated Distribution Plan, effective as of July 1, 2014(Class A, AX, C, CX, Investor Class, R and RX shares)(Reimbursement). (69) | ||
(6) | - | (a) Service Plan dated February 12, 2010 (Class A, A5, B, B5, C, C5, R and R5 shares) (Reimbursement). (39) | ||
- | (b) Amendment 1 to the Service Plan dated April 30, 2010 (Class A, A5, B, B5, C, C5, R and R5 shares) (Reimbursement). (41) | |||
- | (c) Amendment 2 to the Service Plan dated October 29, 2010 (Class A, A5, B, B5, C, C5, R and R5 shares) (Reimbursement). (47) | |||
- | (d) Amendment 3 to the Service Plan dated December 19, 2011 (Class A, A5, B, B5, C, C5, R and R5 shares) (Reimbursement). (57) | |||
- | (e) Amendment No. 4 to the Service Plan dated September 24, 2012 (Class A, AX, B, BX, C, CX, R and RX shares) (Reimbursement). (61) | |||
- | (f) Amendment No. 5 to the Service Plan dated July 15, 2013 (Class A, AX, B, BX, C, CX, R and RX shares) (Reimbursement). (66) | |||
(7) | - | Amended and Restated Master Distribution Plan, effective as of July 1, 2014 (Class B and BX shares). (69) | ||
(8) | - | (a) First Restated Master Distribution Plan, effective as of August 18, 2003, as subsequently amended, and as restated September 20, 2006 (Class C shares). (23) | ||
- | (b) Amendment No. 1, dated January 31, 2007, to the First Restated Master Distribution Plan between Registrant (Class C shares) and A I M Distributors, Inc. (24) | |||
- | (c) Amendment No. 2, dated February 28, 2007, to the First Restated Master Distribution Plan between Registrant (Class C shares) and A I M Distributors, Inc. (25) | |||
- | (d) Amendment No. 3, dated March 9, 2007, to the First Restated Master Distribution Plan between Registrant (Class C shares) and A I M Distributors, Inc. (25) | |||
- | (e) Amendment No. 4, dated April 23, 2007, to the First Restated Master Distribution Plan between Registrant (Class C shares) and A I M Distributors, Inc. (25) | |||
- | (f) Amendment No. 5, dated April 30, 2008, to the First Restated Master Distribution Plan between Registrant (Class C shares) and A I M Distributors, Inc. (27) | |||
- | (g) Amendment No. 6, dated May 1, 2008, to the First Restated Master Distribution Plan between Registrant (Class C shares) and A I M Distributors, Inc. (27) | |||
- | (h) Amendment No. 7, dated July 24, 2008, to the First Restated Master Distribution Plan between Registrant (Class C shares) and A I M Distributors, Inc. (27) | |||
- | (i) Amendment No. 8, dated May 29, 2009, to the First Restated Master Distribution Plan between Registrant (Class C shares) and Invesco Aim Distributors, Inc. formerly known as A I M Distributors, Inc. (30) |
C-16
- | (j) Amendment No. 9, dated June 6, 2009, to the First Restated Master Distribution Plan (Class C shares). (35) | |||
- | (k) Amendment No. 10, dated July 1, 2009, to the First Restated Master Distribution Plan (Class C shares). (35) | |||
- | (l) Amendment No. 11, dated November 4, 2009, to the First Restated Master Distribution Plan (Class C shares). (35) | |||
- | (m) Amendment No. 12, dated February 12, 2010, to the First Restated Master Distribution Plan (Class C shares). (35) | |||
- | (n) Amendment No. 13, dated April 30, 2010, to the First Restated Master Distribution Plan (Class C shares). (39) | |||
- | (o) Amendment No. 14, dated May 4, 2010, to the First Restated Master Distribution Plan (Class C shares). (39) | |||
- | (p) Amendment No. 15, dated June 14, 2010, to the First Restated Master Distribution Plan (Class C shares). (39) | |||
- | (q) Amendment No. 16, dated October 29, 2010, to the First Restated Master Distribution Plan (Class C shares). (47) | |||
- | (r) Amendment No. 17, dated November 29, 2010, to the First Restated Master Distribution Plan (Class C shares). (47) | |||
- | (s) Amendment No. 18, dated May 31, 2011, to the First Restated Master Distribution Plan (Class C shares). (53) | |||
- | (t) Amendment No. 19, dated June 6, 2011, to the First Restated Master Distribution Plan (Class C shares). (53) | |||
- | (u) Amendment No. 20, dated December 14, 2011, to the First Restated Master Distribution Plan (Class C shares). (57) | |||
- | (v) Amendment No. 21, dated July 28, 2012, to the First Restated Master Distribution Plan (Class C shares). (61) | |||
- | (w) Amendment No. 22, dated September 24, 2012, to the First Restated Master Distribution Plan (Class C shares). (61) | |||
- | (x) Amendment No. 23, dated February 6, 2013, to the First Restated Master Distribution Plan (Class C shares). (62) | |||
- | (y) Amendment No. 24, dated June 29, 2013, to the First Restated Master Distribution Plan (Class C shares). (62) | |||
- | (z) Amendment No. 25, dated July 31, 2013, to the First Restated Master Distribution Plan (Class C shares). (62) | |||
- | (aa) Amendment No. 26, dated August 28, 2013, to the First Restated Master Distribution Plan (Class C shares). (64) | |||
- | (bb) Amendment No. 27, dated December 16, 2013, to the First Restated Master Distribution Plan (Class C shares). (64) |
C-17
- | (cc) Amendment No. 28, dated December 31, 2013, to the First Restated Master Distribution Plan (Class C shares). (66) | |||
- | (dd) Amendment No. 29, dated April 22, 2014, to the First Restated Master Distribution Plan (Class C shares). (69) | |||
(9) | - | (a) First Restated Master Distribution Plan, effective as of August 18, 2003, as subsequently amended, and as restated September 20. 2006 (Class R shares). (23) | ||
- | (b) Amendment No. 1, dated January 31, 2007, to the Registrants First Restated Master Distribution Plan (Class R shares). (24) | |||
- | (c) Amendment No. 2, dated February 28, 2007, to the Registrants First Restated Master Distribution Plan (Class R shares). (25) | |||
- | (d) Amendment No. 3, dated April 30, 2008, to the Registrants First Restated Master Distribution Plan (Class R shares). (27) | |||
- | (e) Amendment No. 4, dated May 29, 2009, to the Registrants First Restated Master Distribution Plan (Class R shares). (30) | |||
- | (f) Amendment No. 5, dated June 2, 2009, to the First Restated Master Distribution Plan (Class R shares). (35) | |||
- | (g) Amendment No. 6, dated July 1, 2009, to the First Restated Master Distribution Plan (Class R shares). (35) | |||
- | (h) Amendment No. 7, dated November 4, 2009, to the First Restated Master Distribution Plan (Class R shares). (35) | |||
- | (i) Amendment No. 8, dated April 30, 2010, to the First Restated Master Distribution Plan (Class R shares). (39) | |||
- | (j) Amendment No. 9, dated June 14, 2010, to the First Restated Master Distribution Plan (Class R shares). (39) | |||
- | (k) Amendment No. 10, dated October 29, 2010, to the First Restated Master Distribution Plan (Class R shares). (47) | |||
- | (l) Amendment No. 11, dated November 29, 2010, to the First Restated Master Distribution Plan (Class R shares). (47) | |||
- | (m) Amendment No. 12, dated May 23, 2011, to the First Restated Master Distribution Plan (Class R shares). (53) | |||
- | (n) Amendment No. 13, dated May 31, 2011, to the First Restated Master Distribution Plan (Class R shares). (53) | |||
- | (o) Amendment No. 14, dated June 6, 2011, to the First Restated Master Distribution Plan (Class R shares). (53) | |||
- | (p) Amendment No. 15, dated December 14, 2011, to the First Restated Master Distribution Plan (Class R shares). (57) | |||
- | (q) Amendment No. 16, dated, July 30, 2012, to the First Restated Master Distribution Plan (Class R shares). (61) |
C-18
- | (r) Amendment No. 17, dated September 24, 2012, to the First Restated Master Distribution Plan (Class R shares). (61) | |||
- | (s) Amendment No. 18, dated July 31, 2013, to the First Restated Master Distribution Plan (Class R shares). (62) | |||
- | (t) Amendment No. 19, dated August 28, 2013, to the First Restated Master Distribution Plan (Class R shares). (64) | |||
- | (u) Amendment No. 20, dated December 16, 2013, to the First Restated Master Distribution Plan (Class R shares). (64) | |||
- | (v) Amendment No. 21, dated December 31, 2013, to the First Restated Master Distribution Plan (Class R shares). (66) | |||
- | (w) Amendment No. 22, dated April 22, 2014, to the First Restated Master Distribution Plan (Class R shares). (6 9 ) | |||
(10) | - | (a) Amended and Restated Master Distribution Plan (Compensation) effective as of July 1, 2014 (Class A, A2, A, Investor Class, P, R, S, Series II shares, Cash Reserve shares and Classes of shares of Short-Term Investment Trust).(69) | ||
- | (b) Form of Amendment No. 1 to Amended and Restated Master Distribution Plan (Compensation) effective as of July 1, 2014 (Class A, A2, A, Investor Class, P, R, S, Series II shares, Cash Reserve shares and Classes of shares of Short-Term Investment Trust). (69) | |||
(11) | - | Master Related Agreement to First Restated Master Distribution Plan (Class A shares). (27) | ||
(12) | - | Master Related Agreement to First Restated Master Distribution Plan (Class C shares). (27) | ||
(13) | - | Master Related Agreement to Amended and Restated Master Distribution Plan (Class R shares). (27) | ||
(14) | - | Master Related Agreement to First Restated Master Distribution Plan (Compensation) (Investor Class). (27) | ||
n | - | Nineteenth Amended and Restated Multiple Class Plan of The Invesco Funds effective December 12, 2001, as amended and restated effective July 16, 2012. (61) | ||
o | - | Reserved. | ||
p (1) | - | Invesco Advisers, Inc. Code of Ethics, amended January 1, 2014, relating to Invesco Advisers, Inc. and any of its subsidiaries. (66) | ||
(2) | - | Invesco Asset Management Limited Code of Ethics dated 2012, relating to Invesco UK. (66) | ||
(3) | - | Invesco Ltd. Code of Conduct, dated October 2012, relating to Invesco Asset Management (Japan) Limited Code of Ethics. (66) | ||
(4) | - | Invesco Staff Ethics and Personal Share Dealing, Invesco Hong Kong Limited Code of Ethics and Hong Kong Limited Policy on Gifts and Entertainment, dated February 2014, relating to Invesco Hong Kong Limited. (66) |
C-19
(5) | - | Invesco Ltd. Code of Conduct, revised October 2012, relating to Invesco Canada Ltd.; Invesco Canada Ltd., Policy No. D-6 Gifts and Entertainment, revised July 2013, and Policy No. D-7 Invesco Canada Ltd. Personal Trading Policy, revised May 2013, together the Code of Ethics relating to Invesco Canada Ltd. (66) | ||
(6) | - | Invesco Continental Europe Code of Ethics dated 2013, relating to Invesco Asset Management Deutschland (GmbH). (66) | ||
(7) | - | Invesco Ltd. Code of Conduct, revised October 2012, relating to Invesco Australia Limited. (66) | ||
(8) | - | Invesco Senior Secured Management Code of Ethics Policy, revised January 31, 2013 and Invesco Advisers, Inc. Code of Ethics, amended January 1, 2014. (66) | ||
(9) | - | Invesco PowerShares Capital Management, LLC Code of Ethics amended effective January 2011. (56) | ||
q | - | Powers of Attorney for Arch, Bayley, Bunch, Crockett, Dammeyer, Dowden, Fields, Flanagan, Mathai-Davis, Soll, Sonnenschein, Stickel, Taylor, Whalen and Woolsey. (6 9 ) |
C-20
(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) |
Incorporated herein by reference to PEA No. 55, filed on August 26, 1998. Incorporated herein by reference to PEA No. 56, filed on December 30, 1998. Incorporated herein by reference to PEA No. 57, filed on February 22, 1999. Incorporated herein by reference to PEA No. 58, filed on February 24, 2000. Incorporated herein by reference to PEA No. 59, filed on February 28, 2001. Incorporated herein by reference to PEA No. 60, filed on October 15, 2001. Incorporated herein by reference to PEA No. 61, filed on January 30, 2002. Incorporated herein by reference to PEA No. 62, filed on August 14, 2002. Incorporated herein by reference to PEA No. 63, filed on February 20, 2003. Incorporated herein by reference to PEA No. 64, filed on August 20, 2003. Incorporated herein by reference to PEA No. 65, filed on October 10, 2003. Incorporated herein by reference to PEA No. 66, filed on February 25, 2004. Incorporated herein by reference to PEA No. 67, filed August 31, 2004. Incorporated herein by reference to PEA No. 70, filed on December 23, 2004. Incorporated herein by reference to PEA No. 71, filed on February 23, 2005. Incorporated herein by reference to PEA No. 72, filed on March 1, 2005. Incorporated herein by reference to PEA No. 73, filed on March 30, 2005. Incorporated herein by reference to PEA No. 74, filed on August 24, 2005. Incorporated herein by reference to PEA No. 75, filed on December 15, 2005. Incorporated herein by reference to PEA No. 76, filed on January 13, 2006. Incorporated herein by reference to PEA No. 77, filed on February 23, 2006. Incorporated herein by reference to PEA No. 78, filed on March 24, 2006. Incorporated herein by reference to PEA No. 79, filed on December 20, 2006. Incorporated herein by reference to PEA No. 80, filed on February 23, 2007. Incorporated herein by reference to PEA No. 81, filed on February 8, 2008. Incorporated herein by reference to PEA No. 82, filed on February 19, 2008. Incorporated herein by reference to PEA No. 83, filed on September 22, 2008. Incorporated herein by reference to PEA No. 84, filed on February 25, 2009. Incorporated herein by reference to PEA No. 85, filed on March 10, 2009. Incorporated herein by reference to PEA No. 86, filed on May 29, 2009. Incorporated herein by reference to PEA No. 87, filed on November 25, 2009. Incorporated herein by reference to PEA No. 88, filed on December 22, 2009. Incorporated herein by reference to PEA No. 89, filed on February 5, 2010. Incorporated herein by reference to PEA No. 90, filed on February 12, 2010. Incorporated herein by reference to PEA No. 92, filed on February 26, 2010. Incorporated herein by reference to PEA No. 93, filed on March 10, 2010. Incorporated herein by reference to PEA No. 94, filed on March 24, 2010. Incorporated herein by reference to PEA No. 95, filed on May 27, 2010. Incorporated herein by reference to PEA No. 96, filed on June 11, 2010. Incorporated herein by reference to PEA No. 97, filed on July 16, 2010 Incorporated herein by reference to PEA No. 98, filed on July 26, 2010. Incorporated herein by reference to PEA No. 99, filed on September 24, 2010 Incorporated herein by reference to PEA No. 101, filed on October 21, 2010 Incorporated herein by reference to PEA No. 102, filed on October 28, 2010 Incorporated herein by reference to PEA No. 104, filed on November 8, 2010 Incorporated herein by reference to PEA No. 105, filed on November 24, 2010 Incorporated herein by reference to PEA No. 106, filed on December 21, 2010 Incorporated herein by reference to PEA No. 108, filed on December 23, 2010. Incorporated herein by reference to PEA No. 109, filed on February 7, 2011. Incorporated herein by reference to PEA No. 110, filed on February 24, 2011. Incorporated herein by reference to PEA No. 112, filed on April 21, 2011. Incorporated herein by reference to PEA No. 114, filed on May 20, 2011. Incorporated herein by reference to PEA No. 116, filed on September 23, 2011. Incorporated herein by reference to PEA No. 117, filed on September 28, 2011 |
C-21
(55) (56) (57) (58) (59) (60) (61) (62) (63) (64) (65) (66) (67) (68) (69) |
Incorporated herein by reference to PEA No. 119, filed on November 17, 2011 Incorporated herein by reference to PEA No. 121, filed on December 9, 2011 Incorporated herein by reference to PEA No. 123, filed on February 24, 2012 Incorporated herein by reference to PEA No. 125, filed on July 12, 2012 Incorporated herein by reference to PEA No. 126 filed on September 21, 2012 Incorporated herein by reference to PEA No. 127 filed on September 24, 2012 Incorporated herein by reference to PEA No. 130 filed on February 26, 2013 Incorporated herein by reference to PEA No. 132 filed on August 8, 2013 Incorporated herein by reference to PEA No. 134 filed on September 30, 2013 Incorporated herein by reference to PEA No. 135 filed on December 13, 2013 Incorporated herein by reference to PEA No. 137 filed on January 29, 2014 Incorporated herein by reference to PEA No. 138 filed on February 26, 2014 Incorporated herein by reference to PEA No. 141 filed on April 22, 2014 Incorporated herein by reference to PEA No. 143 filed on July 16, 2014 Filed herewith electronically. |
Item 29. | Persons Controlled by or Under Common Control With the Fund |
None
Item 30. | Indemnification |
Indemnification provisions for officers, trustees, and employees of the Registrant are set forth in Article VIII of the Registrants Amended and Restated Agreement and Declaration of Trust and Article VIII of its Amended and Restated Bylaws, and are hereby incorporated by reference. See Item 28(a) and (b) above. Under the Amended and Restated Agreement and Declaration of Trust, effective as of September 14, 2005, as amended, (i) Trustees or officers, when acting in such capacity, shall not be personally liable for any act, omission or obligation of the Registrant or any Trustee or officer except by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office with the Trust; (ii) every Trustee, officer, employee or agent of the Registrant shall be indemnified to the fullest extent permitted under the Delaware Statutory Trust act, the Registrants Bylaws and other applicable law; (iii) in case any shareholder or former shareholder of the Registrant shall be held to be personally liable solely by reason of his being or having been a shareholder of the Registrant or any portfolio or class and not because of his acts or omissions or for some other reason, the shareholder or former shareholder (or his heirs, executors, administrators or other legal representatives, or, in the case of a corporation or other entity, its corporate or general successor) shall be entitled, out of the assets belonging to the applicable portfolio (or allocable to the applicable class), to be held harmless from and indemnified against all loss and expense arising from such liability in accordance with the Bylaws and applicable law. The Registrant, on behalf of the affected portfolio (or class), shall upon request by the shareholder, assume the defense of any such claim made against the shareholder for any act or obligation of that portfolio (or class).
The Registrant and other investment companies and their respective officers and trustees are insured under a joint Mutual Fund Directors and Officers Liability Policy, issued by ICI Mutual Insurance Company and certain other domestic issuers, with a $80,000,000 limit of liability (plus an additional $20,000,000 limit that applies to independent directors/trustees only).
C-22
Section 16 of the Master Investment Advisory Agreement between the Registrant and Invesco Advisers, Inc. (Invesco Advisers) provides that in the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of Invesco Advisers or any of its officers, directors or employees, that Invesco Advisers shall not be subject to liability to the Registrant or to any series of the Registrant, or to any shareholder of any series of the Registrant for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security. Any liability of Invesco Advisers to any series of the Registrant shall not automatically impart liability on the part of Invesco Advisers to any other series of the Registrant. No series of the Registrant shall be liable for the obligations of any other series of the Registrant.
Section 10 of the Master Intergroup Sub-Advisory Contract for Mutual Funds (the Sub-Advisory Contract) between Invesco Advisers, on behalf of Registrant, and each of Invesco Asset Management Deutschland GmbH, Invesco Asset Management Ltd., Invesco Asset Management (Japan) Limited, Invesco Australia Limited, Invesco Hong Kong Limited, Invesco Senior Secured Management, Inc., Invesco Canada Ltd. and Invesco PowerShares Capital Management LLC (each a Sub-Adviser, collectively the Sub-Advisers) provides that the Sub-Adviser shall not be liable for any costs or liabilities arising from any error of judgment or mistake of law or any loss suffered by any series of the Registrant or the Registrant in connection with the matters to which the Sub-Advisory Contract relates except a loss resulting from willful misfeasance, bad faith or gross negligence on the part of the Sub-Adviser in the performance by the Sub-Adviser of its duties or from reckless disregard by the Sub-Adviser of its obligations and duties under the Sub-Advisory Contract.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the Act) may be permitted to trustees, officers and controlling persons of the Registrant pursuant to the foregoing provisions or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a trustee, officer or controlling person of the Registrant in connection with the successful defense of any action suit or proceeding) is asserted by such trustee, officer or controlling person in connection with the shares being registered, such indemnification by it is against public policy, as expressed in the Act and will be governed by final adjudication of such issue.
Item 31. | Business and Other Connections of Investment Advisor |
The only employment of a substantial nature of the Advisers directors and officers is with Invesco Advisers and its affiliated companies. For information as to the business, profession, vocation or employment of a substantial nature of each of the officers and directors of Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Limited, Invesco Australia Limited, Invesco Hong Kong Limited, Invesco Senior Secured Management, Inc., Invesco Canada Ltd. and Invesco PowerShares Capital Management LLC (each a Sub-Adviser, collectively the Sub-Advisers) reference is made to Form ADV filed under the Investment Advisers Act of 1940 by each Sub-Advisor herein incorporated by reference. Reference is also made to the caption Fund Management The Advisor in the Prospectus which comprises Part A of the Registration Statement, and to the caption Investment Advisory and Other Services of the Statement of Additional Information which comprises Part B of the Registration Statement, and to Item 32(b) of this Part C.
C-23
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 Securities Funds (Invesco Investment Securities 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 Management Trust
Invesco Securities Trust
Invesco Senior Loan Fund
PowerShares Actively Managed Exchange-Traded Fund Trust
PowerShares Exchange-Traded Fund Trust
PowerShares Exchange-Traded Fund Trust II
PowerShares India Exchange-Traded Fund Trust
Short-Term Investments Trust
C-24
(b) | The following table sets forth information with respect to each director, officer or partner of Invesco Distributors, Inc. |
Name and Principal Business Address* |
Position and Offices with Underwriter |
Positions and Offices with Registrant |
||
Robert C. Brooks | Director | None | ||
Peter S. Gallagher | Director & President | Assistant Vice President | ||
Andrew R. Schlossberg | Director | Assistant Vice President | ||
Eric P. Johnson | Executive Vice President | None | ||
Karen Dunn Kelley | Executive Vice President | Vice President | ||
Gursh Kundan | Executive Vice President | None | ||
Ben Utt | Executive Vice President | None | ||
Eliot Honaker | Senior Vice President | None | ||
LuAnn S. Katz | Senior Vice President | Assistant Vice President | ||
Lyman Missimer III | Senior Vice President | Assistant Vice President | ||
Greg J. Murphy | Senior Vice President | None | ||
David J. Nardecchia | Senior Vice President, Director of Marketing Communications | None | ||
Miranda OKeefe | Senior Vice President & Chief Compliance Officer | None | ||
Gary K. Wendler | Senior Vice President, Director of Marketing Research & Analysis | Assistant Vice President | ||
John M. Zerr | Senior Vice President & Secretary | Senior Vice President, Chief Legal Officer and Secretary | ||
Annette Lege | Treasurer & Chief Financial Officer | None | ||
Crissie Wisdom | Anti-Money Laundering Compliance Officer | Anti-Money Laundering Compliance Officer |
* | 11 Greenway Plaza, Suite 1000, Houston, Texas 77046-1173 |
(c) | Not applicable. |
C-25
Item 33. | Location of Accounts and Records |
Invesco Advisers, Inc., 1555 Peachtree Street, N.E., Atlanta, GA 30309, will maintain physical possession of each such account, book or other document of the Registrant at the Registrants principal executive offices, 11 Greenway Plaza, Suite 1000, Houston, Texas 77046-1173, except for those maintained at its Atlanta offices at the address listed above or at its Louisville, Kentucky offices, 400 West Market Street, Suite 3300, Louisville, KY 40202 or at the Registrants Custodian, State Street Bank and Trust Company, 225 Franklin Street, Boston, Massachusetts 02110, and the Registrants Transfer Agent and Dividend Paying Agent, Invesco Investment Services, Inc., P.O. Box 219078, Kansas City, MO 64121-9078.
Records may also be maintained at the offices of:
Invesco Asset Management Deutschland GmbH
An der Welle 5
1st Floor
Frankfurt, Germany 60322
Invesco Asset Management Limited
Perpetual Park
Perpetual Park Drive
Henley-on-Thames
Oxfordshire, RG9 1HH
United Kingdom
Invesco Asset Management (Japan) Limited
Roppongi Hills Mori Tower 14F
6-10-1 Roppongi
Minato-ku, Tokyo 106-6114
Invesco Australia Limited
333 Collins Street, Level 26
Melbourne Vic 3000, Australia
Invesco Hong Kong Limited
41/F, Citibank Tower
3 Garden Road, Central
Hong Kong
Invesco Senior Secured Management, Inc.
1166 Avenue of the Americas
New York, NY 10036
Invesco Canada Ltd.
5140 Yonge Street
Suite 800
Toronto, Ontario
Canada M2N 6X7
Invesco PowerShares Capital Management LLC
301 West Roosevelt Road
Wheaton, IL 60187
C-26
Item 34. | Management Services |
None.
Item 35. | Undertakings |
Invesco Cayman Commodity Fund V Ltd. undertakes that it will maintain a set of its books and records at an office located within the U.S., and the SEC and its staff will have access to the books and records consistent with the requirements of Section 31 of the 1940 Act and the rules thereunder.
Invesco Cayman Commodity Fund V Ltd. undertakes that it will designate an agent in the United States for service of process in any suit, action or proceeding before the SEC or any appropriate court and that it will consent to the jurisdiction of the United States courts and the SEC over it.
C-27
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets all of the requirements for effectiveness of this Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused this Amendment to its Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Houston, Texas on the 26 th day of September, 2014.
Registrant: | AIM IINVESTMENT FUNDS | |||
(INVESCO INVESTMENT FUNDS) | ||||
By: |
/s/ Philip A. Taylor |
|||
Philip A. Taylor, President |
Pursuant to the requirements of the Securities Act of 1933, this Amendment to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated:
SIGNATURES |
TITLE |
DATE |
||
/s/ Philip A. Taylor |
Trustee & President | September 26, 2014 | ||
(Philip A. Taylor) | (Principal Executive Officer) | |||
/s/ David C. Arch* |
Trustee | September 26, 2014 | ||
(David C. Arch) | ||||
/s/ Frank S. Bayley* |
Trustee | September 26, 2014 | ||
(Frank S. Bayley) | ||||
/s/ James T. Bunch* |
Trustee | September 26, 2014 | ||
(James T. Bunch) | ||||
/s/ Bruce L. Crockett* |
Chair & Trustee | September 26, 2014 | ||
(Bruce L. Crockett) | ||||
/s/ Rod Dammeyer* |
Trustee | September 26, 2014 | ||
(Rod Dammeyer) | ||||
/s/ Albert R. Dowden* |
Trustee | September 26, 2014 | ||
(Albert R. Dowden) | ||||
/s/ Martin L. Flanagan* |
Trustee | September 26, 2014 | ||
(Martin L. Flanagan) | ||||
/s/ Jack M. Fields* |
Trustee | September 26, 2014 | ||
(Jack M. Fields) | ||||
/s/ Prema Mathai-Davis* |
Trustee | September 26, 2014 | ||
(Prema Mathai-Davis) | ||||
/s/ Larry Soll* |
Trustee | September 26, 2014 | ||
(Larry Soll) |
SIGNATURES |
TITLE |
DATE |
||
/s/ Hugo F. Sonnenschein* |
Trustee | September 26, 2014 | ||
(Hugo F. Sonnenschein) | ||||
/s/ Raymond Stickel, Jr.* |
Trustee | September 26, 2014 | ||
(Raymond Stickel, Jr.) | ||||
/s/ Wayne W. Whalen* |
Trustee | September 26, 2014 | ||
(Wayne W. Whalen) | ||||
/s/ Suzanne H. Woolsey* |
Trustee | September 26, 2014 | ||
(Suzanne H. Woolsey) | ||||
/s/ Sheri Morris |
Vice President & Treasurer | September 26, 2014 | ||
(Sheri Morris) |
(Principal Financial and Accounting Officer) |
*By |
/s/ Philip A. Taylor |
|
Philip A. Taylor | ||
Attorney-in-Fact |
* | Philip A. Taylor, pursuant to powers of attorney dated August 29, 2014 filed herewith. |
INDEX
Exhibit Number |
Description |
|
d(1)(cc) | Amendment No. 28, dated April 22, 2014, to the Master Investment Advisory Agreement, dated September 11, 2000, between Registrant and Invesco Advisers, Inc. | |
d(1)(dd) | Form of Amendment No. 29 to the Master Investment Advisory Agreement, dated September 11, 2000, between Registrant and Invesco Advisers, Inc. | |
d(2)(o) | Amendment No. 14, dated April 22, 2014, to the Master Intergroup Sub-Advisory Contract for Mutual Funds, dated May 1, 2008 between Invesco Advisers, Inc., on behalf of Registrant, and each of Invesco Asset Management Deutschland GmbH, Invesco Asset Management Ltd., Invesco Asset Management (Japan) Limited, Invesco Australia Limited, Invesco Hong Kong Limited, Invesco Senior Secured Management, Inc. and Invesco Canada Ltd. | |
d(2)(p) | Form of Amendment No. 15 to the Master Intergroup Sub-Advisory Contract for Mutual Funds, dated May 1, 2008 between Invesco Advisers, Inc., on behalf of Registrant, and each of Invesco Asset Management Deutschland GmbH, Invesco Asset Management Ltd., Invesco Asset Management (Japan) Limited, Invesco Australia Limited, Invesco Hong Kong Limited, Invesco Senior Secured Management, Inc. and Invesco Canada Ltd. | |
d(3)(f) | Amendment No. 5, dated April 22, 2014, to the Sub-Advisory Contract Invesco Advisers, Inc. and Invesco PowerShares Capital Management, LLC | |
d(3)(g) | Amendment No. 6, dated June 26, 2014, to the Sub-Advisory Contract Invesco Advisers, Inc. and Invesco PowerShares Capital Management, LLC | |
d(3)(h) | Form of Amendment No. 7 to the Sub-Advisory Contract Invesco Advisers, Inc. and Invesco PowerShares Capital Management, LLC | |
e(1)(ss) | Amendment No. 44, dated April 22, 2014, to the First Restated Master Distribution Agreement, (all Classes of Shares except Class B shares and Class BX shares) | |
e(2)(a) | Master Distribution Agreement dated July 1, 2014 between Registrant and Invesco Distributors, Inc. | |
e(2)(b) | Form of Amendment No. 1 to Master Distribution Agreement dated July 1, 2014 between Registrant and Invesco Distributors, Inc. | |
h(2)q | Amendment No. 16, dated April 22, 2014, to the Second Amended and Restated Master Administrative Services Agreement, between Registrant and Invesco Advisers, Inc. | |
h(2)r | Form of Amendment No. 17 to the Second Amended and Restated Master Administrative Services Agreement, between Registrant and Invesco Advisers, Inc. | |
h(3) | Eighth Amended and Restated Memorandum of Agreement, dated July 1, 2014, regarding securities lending waiver, between Registrant (on behalf of all Funds) and Invesco Advisers, Inc. | |
h(4) | Form of Memorandum of Agreement regarding expense limitations between Registrant (on behalf of certain Funds) and Invesco Advisers, Inc. |
INDEX
Exhibit Number |
Description |
|
h(5) | Form of Memorandum of Agreement regarding advisory fee waivers between Registrant (on behalf of certain Funds) and Invesco Advisers, Inc. | |
i | Legal Opinion and Consent of Stradley Ronon Stevens & Young, LLP | |
l(13) | Agreement concerning Initial Capital Investment of Registrants Invesco Unconstrained Bond Fund dated October 7, 2014 | |
m(1)(dd) | Amendment No. 29, dated April 22, 2014, to the First Restated Master Distribution Plan (Class A shares) | |
m(5) | Amended and Restated Distribution Plan, effective as of July 1, 2014 (Class A, AX, C, CX, Investor Class, R and RX shares)(Reimbursement) | |
m(7) | Amended and Restated Master Distribution Plan, effective as of July 1, 2014 (Class B and BX shares) | |
m(8)(dd) | Amendment No. 29, dated April 22, 2014, to the First Restated Master Distribution Plan (Class C shares) | |
m(9)(w) | Amendment No. 22, dated April 22, 2014, to the First Restated Master Distribution Plan (Class R shares) | |
m(10)(a) | Amended and Restated Master Distribution Plan (Compensation) effective as of July 1, 2014 (Class A, A2, A, Investor Class, P, R, S, Series II shares, Cash Reserve shares and Classes of shares of Short-Term Investment Trust) | |
m(10)(b) | Form of Amendment No. 1 to Amended and Restated Master Distribution Plan (Compensation) effective as of July 1, 2014 (Class A, A2, A, Investor Class, P, R, S, Series II shares, Cash Reserve shares and Classes of shares of Short-Term Investment Trust) | |
q | Powers of Attorney for Arch, Bayley, Bunch, Crockett, Dammeyer, Dowden, Fields, Flanagan, Mathai-Davis, Soll, Sonnenschein, Stickel, Taylor, Whalen and Woolsey |
AMENDMENT NO. 28
TO
MASTER INVESTMENT ADVISORY AGREEMENT
This Amendment dated as of April 22, 2014, amends the Master Investment Advisory Agreement (the Agreement), dated September 11, 2000, between AIM Investment Funds (Invesco Investment Funds), a Delaware statutory trust, and Invesco Advisers, Inc., a Delaware corporation.
W I T N E S S E T H :
WHEREAS, the parties agree to amend the Agreement to add Invesco Global Infrastructure Fund, Invesco MLP Fund and Invesco Strategic Income Fund;
NOW, THEREFORE, the parties agree as follows;
1. | Appendix A and Appendix B to the Agreement are hereby deleted in their entirety and replaced with the following: |
APPENDIX A
FUNDS AND EFFECTIVE DATES
Name of Fund |
Effective Date of Advisory Agreement |
|
Invesco All Cap Market Neutral Fund |
December 16, 2013 | |
Invesco Balanced-Risk Allocation Fund |
May 29, 2009 | |
Invesco Balanced-Risk Commodity Strategy Fund |
November 29, 2010 | |
Invesco China Fund |
March 31, 2006 | |
Invesco Developing Markets Fund |
September 1, 2001 | |
Invesco Emerging Market Local Currency Debt Fund |
June 14, 2010 | |
Invesco Emerging Markets Equity Fund |
May 31, 2011 | |
Invesco Endeavor Fund |
November 3, 2003 | |
Invesco Global Health Care Fund |
September 1, 2001 | |
Invesco Global Infrastructure Fund |
April 22, 2014 | |
Invesco Global Market Neutral Fund |
December 16, 2013 | |
Invesco Global Markets Strategy Fund |
September 25, 2012 | |
Invesco Global Targeted Returns Fund |
December 16, 2013 | |
Invesco International Total Return Fund |
March 31, 2006 |
Invesco Long/Short Equity Fund |
December 16, 2013 | |
Invesco Low Volatility Emerging Markets Fund |
December 16, 2013 | |
Invesco Macro International Equity Fund |
December 16, 2013 | |
Invesco Macro Long/Short Fund |
December 16, 2013 | |
Invesco MLP Fund |
April 22, 2014 | |
Invesco Pacific Growth Fund |
February 12, 2010 | |
Invesco Premium Income Fund |
December 14, 2011 | |
Invesco Select Companies Fund |
November 3, 2003 | |
Invesco Strategic Income Fund |
April 22, 2014 |
APPENDIX B
COMPENSATION TO THE ADVISOR
The Trust shall pay the Adviser, out of the assets of a Fund, as full compensation for all services rendered, an advisory fee for such Fund set forth below. Such fee shall be calculated by applying the following annual rates to the average daily net assets of such Fund for the calendar year computed in the manner used for the determination of the net asset value of shares of such Fund.
Invesco All Cap Market Neutral Fund
Invesco Global Market Neutral Fund
Invesco Long/Short Equity Fund
Invesco Macro Long/Short Fund
Net Assets |
Annual Rate | |
First $10 billion |
1.25% | |
Over $10 billion |
1.15% |
Invesco Balanced-Risk Allocation Fund
Net Assets |
Annual Rate* | |
First $250 million |
0.95% | |
Next $250 million |
0.925% | |
Next $500 million |
0.90% | |
Next $1.5 billion |
0.875% | |
Next $2.5 billion |
0.85% | |
Next $2.5 billion |
0.825% | |
Next $2.5 billion |
0.80% | |
Over $10 billion |
0.775% |
* | To the extent Invesco Balanced-Risk Allocation Fund invests its assets in Invesco Cayman Commodity Fund I Ltd., a direct wholly-owned subsidiary of Invesco Balanced-Risk Allocation Fund, the Adviser shall not collect the portion of the advisory fee that the Adviser would otherwise be entitled to collect from Invesco Balanced-Risk Allocation Fund, in an amount equal to 100% of the advisory fee that the Adviser receives from Invesco Cayman Commodity Fund I Ltd. |
Invesco Balanced-Risk Commodity Strategy Fund
Net Assets |
Annual Rate* | |
First $250 million |
1.050% | |
Next $250 million |
1.025% | |
Next $500 million |
1.000% | |
Next $1.5 billion |
0.975% | |
Next $2.5 billion |
0.950% | |
Next $2.5 billion |
0.925% | |
Next $2.5 billion |
0.900% | |
Over $10 billion |
0.875% |
* | To the extent Invesco Balanced-Risk Commodity Strategy Fund invests its assets in Invesco Cayman Commodity Fund III Ltd., a direct wholly-owned subsidiary of Invesco Balanced-Risk Commodity Strategy Fund, the Adviser shall not collect the portion of the advisory fee that the Adviser would otherwise be entitled to collect from Invesco Balanced-Risk Commodity Strategy Fund, in an amount equal to 100% of the advisory fee that the Adviser receives from Invesco Cayman Commodity Fund III Ltd. |
Invesco China Fund
Invesco Developing Markets Fund
Invesco Emerging Markets Equity Fund
Invesco Low Volatility Emerging Markets Fund
Invesco Macro International Equity Fund
Net Assets |
Annual Rate | |
First $250 million |
0.935% | |
Next $250 million |
0.91% | |
Next $500 million |
0.885% | |
Next $1.5 billion |
0.86% | |
Next $2.5 billion |
0.835% | |
Next $2.5 billion |
0.81% | |
Next $2.5 billion |
0.785% | |
Over $10 billion |
0.76% |
Invesco Emerging Market Local Currency Debt Fund
Net Assets |
Annual Rate | |
First $500 million |
0.75% | |
Next $500 million |
0.70% | |
Next $500 million |
0.67% | |
Over $1.5 billion |
0.65% |
Invesco Global Health Care Fund
Net Assets |
Annual Rate | |
First $350 million |
0.75% | |
Next $350 million |
0.65% | |
Next $1.3 billion |
0.55% | |
Next $2 billion |
0.45% | |
Next $2 billion |
0.40% | |
Next $2 billion |
0.375% | |
Over $8 billion |
0.35% |
Invesco Global Infrastructure Fund
Net Assets |
Annual Rate | |
First $2.5 billion |
0.840% | |
Next $2 billion |
0.800% | |
Next $3.5 billion |
0.785% | |
Over $8 billion |
0.770% |
Invesco Global Markets Strategy Fund
Invesco Global Targeted Returns Fund
Net Assets |
Annual Rate* | |
First $10 billion |
1.500% | |
Over $10 billion |
1.250% |
* | To the extent Invesco Global Markets Strategy Fund invests its assets in Invesco Cayman Commodity Fund V Ltd., a direct wholly-owned subsidiary of Invesco Global Markets Strategy Fund, the Adviser shall not collect the portion of the advisory fee that the Adviser would otherwise be entitled to collect from Invesco Global Markets Strategy Fund, in an amount equal to 100% of the advisory fee that the Adviser receives from Invesco Cayman Commodity Fund V Ltd. |
Invesco International Total Return Fund
Net Assets |
Annual Rate | |
First $250 million |
0.65% | |
Next $250 million |
0.59% | |
Next $500 million |
0.565% | |
Next $1.5 billion |
0.54% | |
Next $2.5 billion |
0.515% | |
Next $5 billion |
0.49% | |
Over $10 billion |
0.465% |
Invesco MLP Fund
Net Assets |
Annual Rate | |
First $1 billion |
1.00% | |
Next $1.5 billion |
0.95% | |
Next $2 billion |
0.93% | |
Next $3.5 billion |
0.91% | |
Over $8 billion |
0.90% |
Invesco Endeavor Fund
Invesco Select Companies Fund
Net Assets |
Annual Rate | |
First $250 million |
0.745% | |
Next $250 million |
0.73% | |
Next $500 million |
0.715% | |
Next $1.5 billion |
0.70% | |
Next $2.5 billion |
0.685% | |
Next $2.5 billion |
0.67% | |
Next $2.5 billion |
0.655% | |
Over $10 billion |
0.64% |
Invesco Strategic Income Fund
Net Assets |
Annual Rate | |
First $1 billion |
0.60% | |
Next $3.5 billion |
0.55% | |
Over $4.5 billion |
0.45% |
Invesco Pacific Growth Fund
Net Assets |
Annual Rate | |
First $1 billion |
0.87% | |
Next $1 billion |
0.82% | |
Over $2 billion |
0.77% |
Invesco Premium Income Fund
Net Assets |
Annual Rate | |
First $500 million |
0.650% | |
Next $500 million |
0.600% | |
Next $500 million |
0.550% | |
Over $1.5 billion |
0.540% |
2. | In all other respects, the Agreement is hereby confirmed and remains in full force and effect. |
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective officers on the date first written above.
AIM INVESTMENT FUNDS (INVESCO INVESTMENT FUNDS) |
||||||||
Attest: |
/s/ Stephen R. Rimes |
By: |
/s/ John M. Zerr |
|||||
Assistant Secretary | John M. Zerr | |||||||
Senior Vice President | ||||||||
(SEAL) | ||||||||
INVESCO ADVISERS, INC. | ||||||||
Attest: |
/s/ Stephen R. Rimes |
By: |
/s/ John M. Zerr |
|||||
Assistant Secretary | John M. Zerr | |||||||
Senior Vice President | ||||||||
(SEAL) |
AMENDMENT NO. 29
TO
MASTER INVESTMENT ADVISORY AGREEMENT
This Amendment dated as of October 14, 2014, amends the Master Investment Advisory Agreement (the Agreement), dated September 11, 2000, between AIM Investment Funds (Invesco Investment Funds), a Delaware statutory trust, and Invesco Advisers, Inc., a Delaware corporation.
W I T N E S S E T H :
WHEREAS, the parties agree to amend the Agreement to add Invesco Unconstrained Bond Fund;
NOW, THEREFORE, the parties agree as follows;
1. | Appendix A and Appendix B to the Agreement are hereby deleted in their entirety and replaced with the following: |
APPENDIX A
FUNDS AND EFFECTIVE DATES
Name of Fund |
Effective Date of Advisory Agreement |
|
Invesco All Cap Market Neutral Fund |
December 16, 2013 | |
Invesco Balanced-Risk Allocation Fund |
May 29, 2009 | |
Invesco Balanced-Risk Commodity Strategy Fund |
November 29, 2010 | |
Invesco China Fund |
March 31, 2006 | |
Invesco Developing Markets Fund |
September 1, 2001 | |
Invesco Emerging Market Local Currency Debt Fund |
June 14, 2010 | |
Invesco Emerging Markets Equity Fund |
May 31, 2011 | |
Invesco Endeavor Fund |
November 3, 2003 | |
Invesco Global Health Care Fund |
September 1, 2001 | |
Invesco Global Infrastructure Fund |
April 22, 2014 | |
Invesco Global Market Neutral Fund |
December 16, 2013 | |
Invesco Global Markets Strategy Fund |
September 25, 2012 | |
Invesco Global Targeted Returns Fund |
December 16, 2013 | |
Invesco International Total Return Fund |
March 31, 2006 |
Invesco Long/Short Equity Fund |
December 16, 2013 | |
Invesco Low Volatility Emerging Markets Fund |
December 16, 2013 | |
Invesco Macro International Equity Fund |
December 16, 2013 | |
Invesco Macro Long/Short Fund |
December 16, 2013 | |
Invesco MLP Fund |
April 22, 2014 | |
Invesco Pacific Growth Fund |
February 12, 2010 | |
Invesco Premium Income Fund |
December 14, 2011 | |
Invesco Select Companies Fund |
November 3, 2003 | |
Invesco Strategic Income Fund |
April 22, 2014 | |
Invesco Unconstrained Bond Fund |
October 14, 2014 |
APPENDIX B
COMPENSATION TO THE ADVISOR
The Trust shall pay the Adviser, out of the assets of a Fund, as full compensation for all services rendered, an advisory fee for such Fund set forth below. Such fee shall be calculated by applying the following annual rates to the average daily net assets of such Fund for the calendar year computed in the manner used for the determination of the net asset value of shares of such Fund.
Invesco All Cap Market Neutral Fund
Invesco Global Market Neutral Fund
Invesco Long/Short Equity Fund
Invesco Macro Long/Short Fund
Net Assets |
Annual Rate | |
First $10 billion |
1.25% | |
Over $10 billion |
1.15% |
Invesco Balanced-Risk Allocation Fund
Net Assets |
Annual Rate* | |
First $250 million |
0.95% | |
Next $250 million |
0.925% | |
Next $500 million |
0.90% | |
Next $1.5 billion |
0.875% | |
Next $2.5 billion |
0.85% | |
Next $2.5 billion |
0.825% | |
Next $2.5 billion |
0.80% | |
Over $10 billion |
0.775% |
* |
To the extent Invesco Balanced-Risk Allocation Fund invests its assets in Invesco Cayman Commodity Fund I Ltd., a direct wholly-owned subsidiary of Invesco Balanced-Risk Allocation Fund, the Adviser shall not collect the portion of the advisory fee that the Adviser would |
otherwise be entitled to collect from Invesco Balanced-Risk Allocation Fund, in an amount equal to 100% of the advisory fee that the Adviser receives from Invesco Cayman Commodity Fund I Ltd. |
Invesco Balanced-Risk Commodity Strategy Fund
Net Assets |
Annual Rate* | |
First $250 million |
1.050% | |
Next $250 million |
1.025% | |
Next $500 million |
1.000% | |
Next $1.5 billion |
0.975% | |
Next $2.5 billion |
0.950% | |
Next $2.5 billion |
0.925% | |
Next $2.5 billion |
0.900% | |
Over $10 billion |
0.875% |
* | To the extent Invesco Balanced-Risk Commodity Strategy Fund invests its assets in Invesco Cayman Commodity Fund III Ltd., a direct wholly-owned subsidiary of Invesco Balanced-Risk Commodity Strategy Fund, the Adviser shall not collect the portion of the advisory fee that the Adviser would otherwise be entitled to collect from Invesco Balanced-Risk Commodity Strategy Fund, in an amount equal to 100% of the advisory fee that the Adviser receives from Invesco Cayman Commodity Fund III Ltd. |
Invesco China Fund
Invesco Developing Markets Fund
Invesco Emerging Markets Equity Fund
Invesco Low Volatility Emerging Markets Fund
Invesco Macro International Equity Fund
Net Assets |
Annual Rate | |
First $250 million |
0.935% | |
Next $250 million |
0.91% | |
Next $500 million |
0.885% | |
Next $1.5 billion |
0.86% | |
Next $2.5 billion |
0.835% | |
Next $2.5 billion |
0.81% | |
Next $2.5 billion |
0.785% | |
Over $10 billion |
0.76% |
Invesco Emerging Market Local Currency Debt Fund
Net Assets |
Annual Rate | |
First $500 million |
0.75% | |
Next $500 million |
0.70% | |
Next $500 million |
0.67% | |
Over $1.5 billion |
0.65% |
Invesco Global Health Care Fund
Net Assets |
Annual Rate | |
First $350 million |
0.75% | |
Next $350 million |
0.65% | |
Next $1.3 billion |
0.55% | |
Next $2 billion |
0.45% | |
Next $2 billion |
0.40% | |
Next $2 billion |
0.375% | |
Over $8 billion |
0.35% |
Invesco Global Infrastructure Fund
Net Assets |
Annual Rate | |
First $2.5 billion |
0.840% | |
Next $2 billion |
0.800% | |
Next $3.5 billion |
0.785% | |
Over $8 billion |
0.770% |
Invesco Global Markets Strategy Fund
Invesco Global Targeted Returns Fund
Net Assets |
Annual Rate* | |
First $10 billion |
1.500% | |
Over $10 billion |
1.250% |
* | To the extent Invesco Global Markets Strategy Fund invests its assets in Invesco Cayman Commodity Fund V Ltd., a direct wholly-owned subsidiary of Invesco Global Markets Strategy Fund, the Adviser shall not collect the portion of the advisory fee that the Adviser would otherwise be entitled to collect from Invesco Global Markets Strategy Fund, in an amount equal to 100% of the advisory fee that the Adviser receives from Invesco Cayman Commodity Fund V Ltd. |
Invesco International Total Return Fund
Net Assets |
Annual Rate | |
First $250 million |
0.65% | |
Next $250 million |
0.59% | |
Next $500 million |
0.565% | |
Next $1.5 billion |
0.54% | |
Next $2.5 billion |
0.515% | |
Next $5 billion |
0.49% | |
Over $10 billion |
0.465% |
Invesco MLP Fund
Net Assets |
Annual Rate | |
First $1 billion |
1.00% | |
Next $1.5 billion |
0.95% | |
Next $2 billion |
0.93% | |
Next $3.5 billion |
0.91% | |
Over $8 billion |
0.90% |
Invesco Endeavor Fund
Invesco Select Companies Fund
Net Assets |
Annual Rate | |
First $250 million |
0.745% | |
Next $250 million |
0.73% | |
Next $500 million |
0.715% | |
Next $1.5 billion |
0.70% | |
Next $2.5 billion |
0.685% | |
Next $2.5 billion |
0.67% | |
Next $2.5 billion |
0.655% | |
Over $10 billion |
0.64% |
Invesco Strategic Income Fund
Net Assets |
Annual Rate | |
First $1 billion |
0.60% | |
Next $3.5 billion |
0.55% | |
Over $4.5 billion |
0.45% |
Invesco Pacific Growth Fund
Net Assets |
Annual Rate | |
First $1 billion |
0.87% | |
Next $1 billion |
0.82% | |
Over $2 billion |
0.77% |
Invesco Premium Income Fund
Net Assets |
Annual Rate | |
First $500 million |
0.650% | |
Next $500 million |
0.600% | |
Next $500 million |
0.550% | |
Over $1.5 billion |
0.540% |
Invesco Unconstrained Bond Fund
Net Assets |
Annual Rate | |
First $1 billion |
0.600% | |
Next $3.5 billion |
0.550% | |
Over $4.5 billion |
0.450% |
2. | In all other respects, the Agreement is hereby confirmed and remains in full force and effect. |
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective officers on the date first written above.
AMENDMENT NO. 14
TO
MASTER INTERGROUP SUB-ADVISORY CONTRACT FOR MUTUAL FUNDS
This Amendment dated as of April 22, 2014, amends the Master Intergroup Sub-Advisory Contract for Mutual Funds (the Contract), dated May 1, 2008, between Invesco Advisers, Inc. (the Adviser), on behalf of AIM Investment Funds (Invesco Investment Funds), and each of Invesco Canada Ltd., Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Ltd., Invesco Australia Limited, Invesco Hong Kong Limited, and Invesco Senior Secured Management, Inc. (each a Sub-Adviser and, collectively, the Sub-Advisers).
W I T N E S S E T H:
WHEREAS, the parties desire to amend the Contract to add Invesco Global Infrastructure Fund, Invesco MLP Fund and Invesco Strategic Income Fund;
NOW, THEREFORE, the parties agree as follows;
1. Exhibit A to the Contract is hereby deleted in its entirety and replaced with the following:
EXHIBIT A
Invesco All Cap Market Neutral Fund
Invesco Balanced-Risk Allocation Fund
Invesco Balanced-Risk Commodity Strategy Fund
Invesco China Fund
Invesco Developing Markets Fund
Invesco Emerging Market Local Currency Debt Fund
Invesco Emerging Markets Equity Fund
Invesco Endeavor Fund
Invesco Global Health Care Fund
Invesco Global Infrastructure Fund
Invesco Global Market Neutral Fund
Invesco Global Markets Strategy Fund
Invesco Global Targeted Returns Fund
Invesco International Total Return Fund
Invesco Long/Short Equity Fund
Invesco Low Volatility Emerging Markets Fund
Invesco Macro International Equity Fund
Invesco Macro Long/Short Fund
Invesco MLP Fund
Invesco Pacific Growth Fund
Invesco Premium Income Fund
Invesco Select Companies Fund
Invesco Strategic Income Fund
2. All other terms and provisions of the Contract not amended shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Contract to be executed by their officers designated as of the day and year first above written.
INVESCO ADVISERS, INC. | ||
Adviser | ||
By: |
/s/ John M. Zerr |
|
Name: | John M. Zerr | |
Title: | Senior Vice President |
INVESCO ASSET MANAGEMENT DEUTSCHLAND GMBH |
||
Sub-Adviser |
||
By: |
/s/ C. Puschman |
|
Name: | C. Puschman | |
Title: | Managing Director | |
By: |
/s/ Z. Rieger |
|
Name: |
Z. Rieger |
|
Title: |
Procurator |
INVESCO ASSET MANAGEMENT LIMITED | ||
Sub-Adviser |
||
By: |
/s/ John Rowland |
|
Name: | John Rowland | |
Title: | Director |
INVESCO ASSET MANAGEMENT (JAPAN) LTD. | ||
Sub-Adviser |
||
By: |
/s/ Masakazu Hasegawa |
|
Name: |
Masakazu Hasegawa |
|
Title: |
Managing Director |
INVESCO CANADA LTD. | ||
Sub-Adviser |
||
By: |
/s/ David C. Warren |
|
Name: |
David C. Warren |
|
Title: |
Executive Vice President & Chief Financial Officer | |
By: |
/s/ Harsh Damani |
|
Name: |
Harsh Damani |
|
Title: |
Senior Vice President, Fund Administration
& Chief Financial Officer, Funds |
INVESCO SENIOR SECURED MANAGEMENT, INC. | ||
Sub-Adviser |
||
By: |
/s/ Jeffrey H. Kupor |
|
Name: |
Jeffrey H. Kupor |
|
Title: |
Secretary & General Counsel |
INVESCO AUSTRALIA LIMITED | ||
Sub-Adviser |
||
By: |
/s/ Nick Burrell |
|
Name: |
Nick Burrell |
|
Title: |
Company Secretary |
|
By: |
/s/ Mark Yesberg |
|
Name: |
Mark Yesberg |
|
Title: |
Director |
INVESCO HONG KONG LIMITED | ||
Sub-Adviser |
||
By: |
/s/ Desmond Ng |
|
Name: |
Desmond Ng |
|
Title: |
Director |
|
By: |
/s/ Fanny Lee |
|
Name: |
Fanny Lee |
|
Title: |
Director |
AMENDMENT NO. 15
TO
MASTER INTERGROUP SUB-ADVISORY CONTRACT FOR MUTUAL FUNDS
This Amendment dated as of October 14, 2014, amends the Master Intergroup Sub-Advisory Contract for Mutual Funds (the Contract), dated May 1, 2008, between Invesco Advisers, Inc. (the Adviser), on behalf of AIM Investment Funds (Invesco Investment Funds), and each of Invesco Canada Ltd., Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Ltd., Invesco Australia Limited, Invesco Hong Kong Limited, and Invesco Senior Secured Management, Inc. (each a Sub-Adviser and, collectively, the Sub-Advisers).
W I T N E S S E T H:
WHEREAS, the parties desire to amend the Contract to add Invesco Unconstrained Bond Fund;
NOW, THEREFORE, the parties agree as follows;
1 . | Exhibit A to the Contract is hereby deleted in its entirety and replaced with the following: |
EXHIBIT A
Invesco All Cap Market Neutral Fund
Invesco Balanced-Risk Allocation Fund
Invesco Balanced-Risk Commodity Strategy Fund
Invesco China Fund
Invesco Developing Markets Fund
Invesco Emerging Market Local Currency Debt Fund
Invesco Emerging Markets Equity Fund
Invesco Endeavor Fund
Invesco Global Health Care Fund
Invesco Global Infrastructure Fund
Invesco Global Market Neutral Fund
Invesco Global Markets Strategy Fund
Invesco Global Targeted Returns Fund
Invesco International Total Return Fund
Invesco Long/Short Equity Fund
Invesco Low Volatility Emerging Markets Fund
Invesco Macro International Equity Fund
Invesco Macro Long/Short Fund
Invesco MLP Fund
Invesco Pacific Growth Fund
Invesco Premium Income Fund
Invesco Select Companies Fund
Invesco Strategic Income Fund
Invesco Unconstrained Bond Fund
2. | All other terms and provisions of the Contract not amended shall remain in full force and effect. |
IN WITNESS WHEREOF, the parties hereto have caused this Contract to be executed by their officers designated as of the day and year first above written.
INVESCO ADVISERS, INC. | ||
Adviser | ||
By: |
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Name: John M. Zerr | ||
Title: Senior Vice President |
INVESCO CANADA LTD. | ||
Sub-Adviser | ||
By: |
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Name: |
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Title: |
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By: |
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Name: |
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Title: |
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INVESCO ASSET MANAGEMENT DEUTSCHLAND GMBH | ||
Sub-Adviser | ||
By: |
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Name: |
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Title: |
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INVESCO ASSET MANAGEMENT LIMITED | ||
Sub-Adviser | ||
By: |
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Name: |
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Title: |
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INVESCO ASSET MANAGEMENT (JAPAN) LTD. | ||
Sub-Adviser | ||
By: |
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Name: |
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Title: |
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INVESCO AUSTRALIA LIMITED | ||
Sub-Adviser | ||
By: |
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Name: |
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Title: |
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INVESCO HONG KONG LIMITED | ||
Sub-Adviser | ||
By: |
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Name: |
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Title: |
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INVESCO SENIOR SECURED MANAGEMENT, INC. | ||
Sub-Adviser | ||
By: |
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Name: |
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Title: |
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AMENDMENT NO. 5
TO
SUB-ADVISORY CONTRACT
This Amendment dated as of April 22, 2014, amends the Sub-Advisory Contract (the Contract) between Invesco Advisers, Inc. (the Advisor) and Invesco PowerShares Capital Management LLC (the Sub-Advisor).
WHEREAS, the parties agree to amend the Contract to add Invesco Global Infrastructure Fund, Invesco MLP Fund and Invesco Strategic Income Fund, series portfolios of AIM Investment Funds (Invesco Investment Funds) and Invesco Strategic Real Return, a series portfolio of AIM Counselor Series Trust (Invesco Counselor Series Trust) (the Funds);
NOW THEREFORE, in consideration of the promises and the mutual covenants herein contained, it is agreed between the parties hereto as follows:
1. | The Contract is hereby amended to add the Funds as a recipient of the sub-advisory services by revising recital A) at the beginning of the Agreement to read as follows: |
The Advisor has entered into an investment advisory agreement with AIM Counselor Series Trust (Invesco Counselor Series Trust) (ACST), AIM Investment Funds (Invesco Investment Funds) (AIF), AIM International Mutual Funds (Invesco International Mutual Funds) (AIMF) and Invesco Securities Trust (IST) (collectively, the Trusts), open-end management investment companies registered under the Investment Company Act of 1940, as amended (the 1940 Act), with respect to, among others, the Invesco Strategic Real Return (a series portfolio of ACST), Invesco Premium Income Fund, Invesco Global Markets Strategy Fund, Invesco Macro International Equity Fund, Invesco Macro Long/Short Fund, Invesco Global Market Neutral Fund, Invesco Global Targeted Returns Fund, Invesco Low Volatility Emerging Markets Fund, Invesco All Cap Market Neutral Fund, Invesco Long/Short Equity Fund, Invesco Global Infrastructure Fund, Invesco MLP Fund and Invesco Strategic Income Fund (series portfolios of AIF), the Invesco Global Opportunities Fund and the Invesco Select Opportunities Fund (series portfolios of AIMF) and Invesco Balanced-Risk Aggressive Allocation Fund (a series portfolio of IST) (collectively, the Funds); and
2. | All other terms and provisions of the Contract not amended shall remain in full force and effect. |
1
IN WITNESS WHEREOF, the parties hereto have caused this Contract to be executed by their officers designated as of the day and year first above written.
INVESCO ADVISERS, INC. | ||
Advisor | ||
By: | /s/ John M. Zerr | |
Name: | John M. Zerr | |
Title: | Senior Vice President |
2
INVESCO POWERSHARES CAPITAL MANAGEMENT LLC | ||
Sub-Advisor | ||
By: | /s/ Andrew Schlossberg | |
Name: | Andrew Schlossberg | |
Title: | Managing Director of US Strategy and Marketing |
3
AMENDMENT NO. 6
TO
SUB-ADVISORY CONTRACT
This Amendment dated as of June 26, 2014, amends the Sub-Advisory Contract (the Contract) between Invesco Advisers, Inc. (the Advisor) and Invesco PowerShares Capital Management LLC (the Sub-Advisor).
WHEREAS, the parties agree to amend the Contract to add Invesco Management Trust, on behalf of its series portfolio, Invesco Conservative Income Fund (the Fund);
NOW THEREFORE, in consideration of the promises and the mutual covenants herein contained, it is agreed between the parties hereto as follows:
1. | The Contract is hereby amended to add Invesco Management Trust to the Contract and the Fund as a recipient of the sub-advisory services by revising recital A) at the beginning of the Agreement to read as follows: |
The Advisor has entered into an investment advisory agreement with AIM Counselor Series Trust (Invesco Counselor Series Trust) (ACST), AIM Investment Funds (Invesco Investment Funds) (AIF), AIM International Mutual Funds (Invesco International Mutual Funds) (AIMF), Invesco Management Trust (IMT) and Invesco Securities Trust (IST) (collectively, the Trusts), open-end management investment companies registered under the Investment Company Act of 1940, as amended (the 1940 Act), with respect to, among others, the Invesco Strategic Real Return (a series portfolio of ACST), Invesco Premium Income Fund, Invesco Global Markets Strategy Fund, Invesco Macro International Equity Fund, Invesco Macro Long/Short Fund, Invesco Global Market Neutral Fund, Invesco Global Targeted Returns Fund, Invesco Low Volatility Emerging Markets Fund, Invesco All Cap Market Neutral Fund, Invesco Long/Short Equity Fund, Invesco Global Infrastructure Fund, Invesco MLP Fund and Invesco Strategic Income Fund (series portfolios of AIF), the Invesco Global Opportunities Fund and the Invesco Select Opportunities Fund (series portfolios of AIMF), Invesco Balanced-Risk Aggressive Allocation Fund (a series portfolio of IST) and the Invesco Conservative Income Fund (a series portfolio of IMT) (collectively, the Funds); and
2. | All other terms and provisions of the Contract not amended shall remain in full force and effect. |
1
IN WITNESS WHEREOF, the parties hereto have caused this Contract to be executed by their officers designated as of the day and year first above written.
INVESCO ADVISERS, INC. | ||
Advisor | ||
By: | /s/ John M. Zerr | |
Name: | John M. Zerr | |
Title: | Senior Vice President |
2
INVESCO POWERSHARES CAPITAL MANAGEMENT LLC | ||
Sub-Advisor | ||
By: | /s/ Andrew Schlossberg | |
Name: | Andrew Schlossberg | |
Title: | Managing Director of US Strategy and Marketing |
3
AMENDMENT NO. 7
TO
SUB-ADVISORY CONTRACT
This Amendment dated as of October 14, 2014, amends the Sub-Advisory Contract (the Contract) between Invesco Advisers, Inc. (the Advisor) and Invesco PowerShares Capital Management LLC (the Sub-Advisor).
WHEREAS, the parties agree to amend the Contract to add Invesco Unconstrained Bond Fund, a series portfolio of AIM Investment Funds (Invesco Investment Funds) Invesco Alternative Strategies Fund and Invesco Multi-Asset Inflation Fund, series portfolios of AIM Growth Series (Invesco Growth Series) (the Funds);
NOW THEREFORE, in consideration of the promises and the mutual covenants herein contained, it is agreed between the parties hereto as follows:
1. | The Contract is hereby amended to add the Funds to the Contract as a recipient of the sub-advisory services by revising recital A) at the beginning of the Agreement to read as follows: |
The Advisor has entered into an investment advisory agreement with AIM Counselor Series Trust (Invesco Counselor Series Trust) (ACST), AIM Growth Series (Invesco Growth Series) (AGS), AIM Investment Funds (Invesco Investment Funds) (AIF), AIM International Mutual Funds (Invesco International Mutual Funds) (AIMF), Invesco Management Trust (IMT) and Invesco Securities Trust (IST) (collectively, the Trusts), open-end management investment companies registered under the Investment Company Act of 1940, as amended (the 1940 Act), with respect to, among others, the Invesco Strategic Real Return (a series portfolio of ACST), Invesco Alternative Strategies Fund and Invesco Multi-Asset Inflation Fund, series portfolios of AGS, Invesco Premium Income Fund, Invesco Global Markets Strategy Fund, Invesco Macro International Equity Fund, Invesco Macro Long/Short Fund, Invesco Global Market Neutral Fund, Invesco Global Targeted Returns Fund, Invesco Low Volatility Emerging Markets Fund, Invesco All Cap Market Neutral Fund, Invesco Long/Short Equity Fund, Invesco Global Infrastructure Fund, Invesco MLP Fund, Invesco Strategic Income Fund and Invesco Unconstrained Bond Fund (series portfolios of AIF), the Invesco Global Opportunities Fund and the Invesco Select Opportunities Fund (series portfolios of AIMF), Invesco Balanced-Risk Aggressive Allocation Fund (a series portfolio of IST) and the Invesco Conservative Income Fund (a series portfolio of IMT) (collectively, the Funds); and
2. | All other terms and provisions of the Contract not amended shall remain in full force and effect. |
1
IN WITNESS WHEREOF, the parties hereto have caused this Contract to be executed by their officers designated as of the day and year first above written.
INVESCO ADVISERS, INC.
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Advisor | ||
By: | ||
Name: | John M. Zerr | |
Title: | Senior Vice President |
2
INVESCO POWERSHARES CAPITAL MANAGEMENT LLC
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Sub-Advisor | ||
By: | ||
Name: | Andrew Schlossberg | |
Title: | Managing Director of US Strategy and Marketing |
3
AMENDMENT NO. 44
TO THE
FIRST RESTATED
MASTER DISTRIBUTION AGREEMENT
(ALL CLASSES OF SHARES EXCEPT CLASS B AND CLASS BX SHARES)
This Amendment, dated as of April 22, 2014, amends the First Restated Master Distribution Agreement (all Classes of shares except Class B and Class BX Shares) (the Agreement) made as of the 18th day of August, 2003, as subsequently amended, and as restated the 20th day of September, 2006, by and between each registered investment company set forth on Schedule A to the Agreement (each individually referred to as Fund, or collectively, Funds), severally, on behalf of each of its series of beneficial interest set forth on Schedule A to the Agreement, (each, a Portfolio), with respect to each class of shares except Class B and Class BX Shares (the Shares) of each Portfolio, and Invesco Distributors, Inc., a Delaware corporation (the Distributor).
WHEREAS, the parties agree to amend the Agreement to add Invesco Global Infrastructure Fund, Invesco MLP Fund, Invesco Strategic Income Fund and Invesco Strategic Real Return Fund;
Schedule A of the Agreement is hereby deleted in its entirety and replaced with the following:
SCHEDULE A
TO
FIRST RESTATED
MASTER DISTRIBUTION AGREEMENT
(All Classes of Shares Except Class B and Class BX Shares)
AIM COUNSELOR SERIES TRUST (INVESCO COUNSELOR SERIES TRUST)
Invesco Core Plus Bond Fund |
Class A | |
Class C | ||
Class R | ||
Class Y | ||
Class R5 | ||
Class R6 | ||
Invesco Floating Rate Fund |
Class A | |
Class C | ||
Class R | ||
Class Y | ||
Class R5 | ||
Class R6 | ||
Invesco Global Real Estate Income Fund - |
Class A | |
Class C | ||
Class Y | ||
Class R5 |
Class R6 | ||
Invesco Low Volatility Equity Yield Fund |
Class A | |
Class C | ||
Class R | ||
Class Y | ||
Class R5 | ||
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 | ||
Class R6 | ||
Invesco S&P 500 Index Fund |
Class A | |
Class C | ||
Class Y | ||
Invesco American Franchise Fund |
Class A | |
Class C | ||
Class R | ||
Class Y | ||
Class R5 | ||
Class R6 | ||
Invesco Equity and Income Fund |
Class A | |
Class C | ||
Class R | ||
Class Y | ||
Class R5 | ||
Class R6 | ||
Invesco Growth and Income Fund |
Class A | |
Class C | ||
Class R | ||
Class Y | ||
Class R5 | ||
Class R6 | ||
Invesco Pennsylvania Tax Free Income Fund |
Class A | |
Class C | ||
Class Y | ||
Invesco Small Cap Discovery Fund |
Class A | |
Class C | ||
Class Y |
2
Class R5 | ||
Class R6 | ||
Invesco Strategic Real Return Fund - |
Class A | |
Class C | ||
Class R | ||
Class Y | ||
Class R5 | ||
Class R6 |
AIM EQUITY FUNDS (INVESCO EQUITY FUNDS)
Invesco Charter Fund |
Class A | |
Class C | ||
Class R | ||
Class S | ||
Class Y | ||
Class R5 | ||
Class R6 | ||
Invesco Diversified Dividend Fund |
Class A | |
Class C | ||
Class R | ||
Class Y | ||
Class R5 | ||
Investor Class | ||
Class R6 | ||
Invesco Summit Fund |
Class A | |
Class C | ||
Class P | ||
Class S | ||
Class Y | ||
Class R5 |
AIM FUNDS GROUP (INVESCO FUNDS GROUP)
Invesco European Small Company Fund |
Class A | |
Class C | ||
Class Y | ||
Invesco Global Core Equity Fund |
Class A | |
Class C | ||
Class R | ||
Class Y | ||
Class R5 | ||
Invesco International Small Company Fund |
Class A | |
Class C | ||
Class Y | ||
Class R5 | ||
Class R6 |
3
Invesco Small Cap Equity Fund |
Class A | |
Class C | ||
Class R | ||
Class Y | ||
Class R5 | ||
Class R6 |
AIM GROWTH SERIES (INVESCO GROWTH SERIES)
Invesco Balanced-Risk Retirement Now Fund |
Class A | |
Class AX | ||
Class C | ||
Class CX | ||
Class R | ||
Class RX | ||
Class Y | ||
Class R5 | ||
Class R6 | ||
Invesco Balanced-Risk Retirement 2020 Fund |
Class A | |
Class AX | ||
Class C | ||
Class CX | ||
Class R | ||
Class RX | ||
Class Y | ||
Class R5 | ||
Class R6 | ||
Invesco Balanced-Risk Retirement 2030 Fund |
Class A | |
Class AX | ||
Class C | ||
Class CX | ||
Class R | ||
Class RX | ||
Class Y | ||
Class R5 | ||
Class R6 | ||
Invesco Balanced-Risk Retirement 2040 Fund |
Class A | |
Class AX | ||
Class C | ||
Class CX | ||
Class R | ||
Class RX | ||
Class Y | ||
Class R5 | ||
Class R6 | ||
Invesco Balanced-Risk Retirement 2050 Fund |
Class A | |
Class AX |
4
Class C | ||
Class CX | ||
Class R | ||
Class RX | ||
Class Y | ||
Class R5 | ||
Class R6 | ||
Invesco Convertible Securities Fund |
Class A | |
Class C | ||
Class Y | ||
Class R5 | ||
Class R6 | ||
Invesco Global Low Volatility Equity Yield Core Fund |
Class A | |
Class C | ||
Class R | ||
Class Y | ||
Class R5 | ||
Invesco Growth Allocation Fund |
Class A | |
Class C | ||
Class R | ||
Class S | ||
Class Y | ||
Class R5 | ||
Invesco Income Allocation Fund |
Class A | |
Class C | ||
Class R | ||
Class Y | ||
Class R5 | ||
Invesco International Allocation Fund |
Class A | |
Class C | ||
Class R | ||
Class Y | ||
Class R5 | ||
Invesco Mid Cap Core Equity Fund |
Class A | |
Class C | ||
Class R | ||
Class Y | ||
Class R5 | ||
Class R6 | ||
Invesco Moderate Allocation Fund |
Class A | |
Class C | ||
Class R | ||
Class S | ||
Class Y |
5
Class R5 | ||
Invesco Conservative Allocation Fund |
Class A | |
Class C | ||
Class R | ||
Class S | ||
Class Y | ||
Class R5 | ||
Invesco Small Cap Growth Fund |
Class A | |
Class C | ||
Class R | ||
Class Y | ||
Class R5 | ||
Investor Class | ||
Class R6 | ||
Invesco U.S. Mortgage Fund |
Class A | |
Class C | ||
Class Y | ||
Class R5 |
AIM INTERNATIONAL MUTUAL FUNDS (INVESCO INTERNATIONAL MUTUAL FUNDS)
Invesco Asia Pacific Growth Fund |
Class A | |
Class C | ||
Class Y | ||
Invesco European Growth Fund |
Class A | |
Class C | ||
Class R | ||
Class Y | ||
Class R5 | ||
Invesco Global Growth Fund |
Class A | |
Class C | ||
Class Y | ||
Class R5 | ||
Class R6 | ||
Invesco Global Opportunities Fund |
Class A | |
Class C | ||
Class R | ||
Class Y | ||
Class R5 | ||
Class R6 | ||
Invesco Select Opportunities Fund |
Class A | |
Class C |
6
Class R | ||
Class Y | ||
Class R5 | ||
Class R6 | ||
Invesco Global Small & Mid Cap Growth Fund |
Class A | |
Class C | ||
Class Y | ||
Class R5 | ||
Invesco International Core Equity Fund |
Class A | |
Class C | ||
Class R | ||
Class Y | ||
Class R5 | ||
Investor Class | ||
Class R6 | ||
Invesco International Growth Fund |
Class A | |
Class C | ||
Class R | ||
Class Y | ||
Class R5 | ||
Class R6 |
AIM INVESTMENT FUNDS (INVESCO INVESTMENT FUNDS)
Invesco All Cap Market Neutral Fund - |
Class A | |
Class C | ||
Class R | ||
Class Y | ||
Class R5 | ||
Class R6 | ||
Invesco Balanced-Risk Allocation Fund |
Class A | |
Class C | ||
Class R | ||
Class Y | ||
Class R5 | ||
Class R6 | ||
Invesco Balanced-Risk Commodity Strategy Fund |
Class A | |
Class C | ||
Class R | ||
Class Y | ||
Class R5 | ||
Class R6 |
7
Invesco China Fund |
Class A | |
Class C | ||
Class Y | ||
Class R5 | ||
Invesco Developing Markets Fund |
Class A | |
Class C | ||
Class Y | ||
Class R5 | ||
Class R6 | ||
Invesco Emerging Market Local Currency Debt Fund - |
Class A | |
Class C | ||
Class R | ||
Class Y | ||
Class R5 | ||
Class R6 | ||
Invesco Emerging Markets Equity Fund |
Class A | |
Class C | ||
Class R | ||
Class Y | ||
Class R5 | ||
Class R6 | ||
Invesco Endeavor Fund |
Class A | |
Class C | ||
Class R | ||
Class Y | ||
Class R5 | ||
Class R6 | ||
Invesco Global Health Care Fund |
Class A | |
Class C | ||
Class Y | ||
Investor Class | ||
Invesco Global Infrastructure Fund - |
Class A | |
Class C | ||
Class R | ||
Class Y | ||
Class R5 | ||
Class R6 | ||
Invesco Global Market Neutral Fund - |
Class A | |
Class C | ||
Class R | ||
Class Y | ||
Class R5 | ||
Class R6 |
8
Invesco Global Markets Strategy Fund - |
Class A | |
Class C | ||
Class R | ||
Class Y | ||
Class R5 | ||
Class R6 | ||
Invesco Global Targeted Returns Fund - |
Class A | |
Class C | ||
Class R | ||
Class Y | ||
Class R5 | ||
Class R6 | ||
Invesco International Total Return Fund - |
Class A | |
Class C | ||
Class Y | ||
Class R5 | ||
Class R6 | ||
Invesco Long/Short Equity Fund - |
Class A | |
Class C | ||
Class R | ||
Class Y | ||
Class R5 | ||
Class R6 | ||
Invesco Low Volatility Emerging Markets Fund - |
Class A | |
Class C | ||
Class R | ||
Class Y | ||
Class R5 | ||
Class R6 | ||
Invesco MLP Fund - |
Class A | |
Class C | ||
Class R | ||
Class Y | ||
Class R5 | ||
Class R6 | ||
Invesco Macro International Equity Fund - |
Class A | |
Class C | ||
Class R | ||
Class Y | ||
Class R5 | ||
Class R6 | ||
Invesco Macro Long/Short Fund - |
Class A | |
Class C | ||
Class R |
9
Class Y | ||
Class R5 | ||
Class R6 | ||
Invesco Pacific Growth Fund |
Class A | |
Class C | ||
Class R | ||
Class Y | ||
Class R5 | ||
Invesco Premium Income Fund - |
Class A | |
Class C | ||
Class R | ||
Class Y | ||
Class R5 | ||
Class R6 | ||
Invesco Select Companies Fund |
Class A | |
Class C | ||
Class R | ||
Class Y | ||
Class R5 | ||
Invesco Strategic Income Fund - |
Class A | |
Class C | ||
Class R | ||
Class Y | ||
Class R5 | ||
Class R6 |
AIM INVESTMENT SECURITIES FUNDS (INVESCO INVESTMENT SECURITIES FUNDS)
Invesco Global Real Estate Fund |
Class A | |
Class C | ||
Class R | ||
Class Y | ||
Class R5 | ||
Class R6 | ||
Invesco High Yield Fund |
Class A | |
Class C | ||
Class Y | ||
Class R5 | ||
Investor Class | ||
Class R6 | ||
Invesco Limited Maturity Treasury Fund |
Class A | |
Class A2 | ||
Class Y | ||
Class R5 |
10
Invesco Money Market Fund |
AIM Cash Reserve Shares | |
Class AX | ||
Class C | ||
Class CX | ||
Class R | ||
Class Y | ||
Class R5 | ||
Investor Class | ||
Invesco Real Estate Fund |
Class A | |
Class C | ||
Class R | ||
Class Y | ||
Class R5 | ||
Investor Class | ||
Class R6 | ||
Invesco Short Term Bond Fund |
Class A | |
Class C | ||
Class R | ||
Class Y | ||
Class R5 | ||
Class R6 | ||
Invesco U.S. Government Fund |
Class A | |
Class C | ||
Class R | ||
Class Y | ||
Class R5 | ||
Investor Class | ||
Invesco Corporate Bond Fund |
Class A | |
Class C | ||
Class R | ||
Class Y | ||
Class R5 | ||
Class R6 |
AIM SECTOR FUNDS (INVESCO SECTOR FUNDS)
Invesco Energy Fund |
Class A | |
Class C | ||
Class Y | ||
Class R5 | ||
Investor Class | ||
Invesco Gold & Precious Metals Fund |
Class A | |
Class C | ||
Class Y | ||
Investor Class |
11
Invesco Technology Fund |
Class A | |
Class C | ||
Class Y | ||
Class R5 | ||
Investor Class | ||
Invesco Dividend Income Fund |
Class A | |
Class C | ||
Class Y | ||
Class R5 | ||
Investor Class | ||
Class R6 | ||
Invesco Technology Sector Fund |
Class A | |
Class C | ||
Class Y | ||
Invesco American Value Fund |
Class A | |
Class C | ||
Class R | ||
Class Y | ||
Class R5 | ||
Class R6 | ||
Invesco Comstock Fund |
Class A | |
Class C | ||
Class R | ||
Class Y | ||
Class R5 | ||
Class R6 | ||
Invesco Mid Cap Growth Fund |
Class A | |
Class C | ||
Class R | ||
Class Y | ||
Class R5 | ||
Class R6 | ||
Invesco Small Cap Value Fund |
Class A | |
Class C | ||
Class Y | ||
Invesco Value Opportunities Fund - |
Class A | |
Class C | ||
Class R | ||
Class Y | ||
Class R5 |
12
AIM TAX-EXEMPT FUNDS (INVESCO TAX-EXEMPT FUNDS)
Invesco Tax-Exempt Cash Fund |
Class A | |
Class Y | ||
Investor Class | ||
Invesco Tax-Free Intermediate Fund |
Class A | |
Class A2 | ||
Class C | ||
Class Y | ||
Class R5 | ||
Invesco High Yield Municipal Fund |
Class A | |
Class C | ||
Class Y | ||
Class R5 | ||
Invesco Intermediate Term Municipal Income Fund |
Class A | |
Class C | ||
Class Y | ||
Invesco Municipal Income Fund |
Class A | |
Class C | ||
Class Y | ||
Investor Class | ||
Invesco New York Tax Free Income Fund |
Class A | |
Class C | ||
Class Y |
AIM TREASURERS SERIES TRUST (INVESCO TREASURERS SERIES TRUST)
Premier Portfolio |
Investor Class | |
Premier Tax-Exempt Portfolio |
Investor Class | |
Premier U.S. Government Money Portfolio |
Investor Class |
INVESCO SECURITIES TRUST
Invesco Balanced-Risk Aggressive Allocation Fund |
13
All other terms and provisions of the Agreement not amended herein shall remain in full force and effect.
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 TREASURERS SERIES TRUST (INVESCO TREASURERS SERIES TRUST)
INVESCO SECURITIES TRUST
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/ Brian C. Thorp |
|
Brian C. Thorp | ||
Vice President |
14
MASTER DISTRIBUTION AGREEMENT
This Master Distribution Agreement, made as of the 1 st day of July, 2014 (the Agreement), is between each Delaware statutory trust set forth on Schedule A to the Agreement (each, a Trust), on behalf of itself and its series portfolios, severally, and Invesco Distributors, Inc., a Delaware corporation (the Distributor).
WITNESSETH:
WHEREAS, each Trust is registered with the Securities and Exchange Commission (the SEC) as an open-end management investment company under the Investment Company Act of 1940 (the 1940 Act);
WHEREAS, each Trust is comprised of multiple mutual fund series (each, a Fund), each of which is set forth on Schedule A to this Agreement;
WHEREAS, each Fund may issue multiple classes of shares (the Shares), which are, unless otherwise noted, registered with the SEC under the Securities Act of 1933 (the 1933 Act);
WHEREAS, the Distributor is registered with the SEC as a broker-dealer under the Securities Exchange Act of 1934 (the 1934 Act) and is a member in good standing of the Financial Industry Regulatory Authority, Inc. (FINRA); and
WHEREAS, each Trust, on behalf of each respective Fund which is a series of such Trust, seeks to retain the Distributor for the sale of the Funds Shares.
NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows:
Section 1. Each Trust, on behalf of each respective Fund which is a series of such Trust, hereby appoints the Distributor as its exclusive agent for the sale of the Shares in accordance with the terms of the then current prospectus (the Prospectus) and statement of additional information (the SAI) of the Fund. The Distributor hereby accepts such appointment as exclusive agent for the sale of the Shares and agrees that it will use its best efforts to sell the Shares pursuant to the terms of this Agreement.
Section 2. Each Trust shall sell Shares through the Distributor under the terms and conditions set forth in this Agreement. Each Trust may also sell Shares directly, without the use of the Distributor, in accordance with applicable law, including, but not limited to, transactions between a Trust or any Fund or class and its shareholders only, transactions involving the reorganization of a Trust or any Fund, transactions involving the merger or combination of a Trust or any Fund with any corporation, association, trust, partnership or other organization, or transactions in connection with the acquisition of all or substantially all of the property and assets of such corporation, association, trust, partnership or other organization.
Section 3. The Distributor shall enter into agreements with investment dealers and financial institutions selected by the Distributor, authorizing such investment dealers and financial institutions to offer and sell the Shares to the public upon the terms and conditions set forth therein, which shall not be inconsistent with the provisions of this Agreement. Each agreement shall provide that the investment dealer or financial institution shall act as a principal, and not as an agent, of a Trust on behalf of the Funds. Such dealers and financial institutions shall be registered with the SEC as a broker or dealer under the 1934 Act and shall be members in good standing of FINRA, or shall be institutions exempt from registration as a broker or dealer under the 1934 Act or excepted from the definition of broker or dealer under the 1934 Act. Shares sold to such dealers and financial institutions shall be for resale by such entities only at the public offering price as set forth in this Agreement.
Section 4.
(A) The public offering price of the Shares of a Fund (the offering price) shall be the net asset value per share plus a front-end sales charge, if any, set forth in its Prospectus. Net asset value per share shall be determined in accordance with the provisions of the Prospectus and SAI of the Fund. The Prospectus may also contain a schedule of contingent deferred sales charges to be imposed at the time of redemption of certain Shares. The front-end sales charges and schedule of contingent deferred sales charges may reflect scheduled variations in, the elimination of, or waivers of sales charges on sales of or redemptions of Shares either generally to the public, or to any specified class of investors or in connection with any specified class of transactions, in accordance with applicable rules and regulations and exemptive relief granted by the SEC and as set forth in the Prospectus and SAI applicable to the Shares. The Distributor and each Trust shall apply any then applicable scheduled variation in, elimination of, or waiver of, the selling commission or contingent deferred sales charge uniformly to all classes of transactions or classes of investors.
(B) The Trusts shall have the right to specify minimum amounts for initial and subsequent orders for purchases of Shares of a Fund.
Section 5.
(A) The Distributor shall be entitled to charge a sales commission on the sale or redemption, as appropriate, of each series and class of each Funds Shares in the amount of any initial, deferred or contingent deferred sales charge as set forth in the Funds Prospectus. The Distributor may allow any investment dealer or financial institutions such commissions or discounts from and not exceeding the total sales commission as the Distributor shall deem advisable, so long as any such commissions or discounts are set forth in the Funds Prospectus to the extent required by the applicable federal and state securities laws. The Distributor may also make payments to investment dealers or financial institutions from its own resources, subject to the following conditions: (a) any such payments shall not create any obligation for or recourse against any Trust or any Fund or series or class thereof and (b) the terms and conditions of any such payments are consistent with the Funds Prospectus and applicable federal and state securities laws and are disclosed in the Funds Prospectus or SAI to the extent such laws may require.
2
B. The Distributor shall also be entitled to compensation for services as provided in any distribution plan (a 12b-1 Plan) adopted as to any series and class of any Funds Shares pursuant to Rule 12b-1 under the 1940 Act. The compensation provided in any 12b-1 Plan may be divided into a distribution fee and a service fee, as set forth in such 12b-1 Plan and the Funds Prospectus and SAI, each of which is compensation for different services to be rendered to the Fund. Subject to the termination provisions in a 12b-1 Plan, any distribution fee with respect to the sale of a Share subject to such 12b-1 Plan shall be earned when such Share is sold and shall be payable from time to time as provided in the 12b-1 Plan. The distribution fee payable to the Distributor as provided in any 12b-1 Plan shall be payable without offset, defense or counterclaim (it being understood that nothing in this sentence shall be deemed a waiver by the Fund of any claim the Fund may have against the Distributor).
Section 6.
(A) Each Fund shall redeem the Shares from shareholders in accordance with the terms set forth from time to time in the Prospectus (including the summary prospectus) and/or SAI of such Fund. The price to be paid to a shareholder to redeem the Shares shall be equal to the net asset value of the Shares being redeemed, less any applicable contingent deferred sales charge, calculated pursuant to the then applicable schedule of contingent deferred sales charges, and if applicable, after payment of any applicable contingent deferred sales charge, less any applicable redemption fee, which redemption fee shall be retained by the Fund. The Distributor shall be entitled to receive the amount of any applicable contingent deferred sales charge. The Trust shall pay or cause the Trusts transfer agent to pay the applicable contingent deferred sales charge to the Distributor on the date net redemption proceeds are payable to the redeeming shareholder.
(B) If Shares are tendered to a Fund for redemption or repurchase by such Fund within seven business days after the Distributors acceptance of the original purchase order for such Shares, the Distributor will immediately refund to such Fund the full sales commission (net of any allowances to investment dealers or financial institutions) allowed to the Distributor on the original sale, and will promptly, upon receipt thereof, pay to such Fund refunds from investment dealers or financial institutions of the balance of sales commissions reallowed by the Distributor. The Distributor shall notify the investment dealer or financial institution of such redemption or repurchase within ten days of the date on which the certificate or written request for redemption is delivered to the Distributor or a Fund.
Section 7.
(A) The Distributor will accept orders for the purchase of Shares only to the extent of purchase orders actually received and not in excess of such orders, and it will not avail itself of any opportunity of making a profit by expediting or withholding orders. A Fund may reject purchase orders where, in the judgment of such Fund, such rejection is in the best interest of such Fund.
(B) The Distributor shall not purchase Shares for its own account for purposes of resale to the public, but the Distributor may purchase Shares for its own investment account upon
3
assurance, which may be in writing, that the Shares will not be resold except through by the Fund.
(C) Shares shall be offered for sale only in those jurisdictions where they have been properly registered and/or appropriately notice filed, or are exempt from registration. Each Trust will furnish the Distributor with such information and will take such action as the Distributor may reasonably request in order to qualify the Shares of a Fund for sale to the public under the Blue Sky Laws of jurisdictions in which the Distributor may wish to offer them.
(D) If and whenever the determination of a Funds net asset value is suspended and until such suspension is terminated, no further orders for Shares shall be accepted by the Distributor except such unconditional orders placed with the Distributor before it had knowledge of the suspension. In addition, each Fund reserves the right to suspend sales of its Shares and the Distributors authority to accept orders for such Shares on behalf of the Fund if, in the judgment of the Trusts Board of Trustees, it is in the best interests of the Fund to do so, such suspension to continue for such period and on such terms as may be determined by the Board. In that event, no orders to purchase Shares shall be processed or accepted by the Distributor on behalf of the Fund while such suspension remains in effect except for Shares necessary to cover unconditional orders accepted by the Distributor before it had knowledge of the suspension or in accordance with such terms.
(E) The Distributor understands and agrees that the Shares of Invesco Balanced-Risk Aggressive Allocation Fund, a Fund of 1940 Act registrant Invesco Securities Trust (IST), are not being registered under the 1933 Act and that they are issued solely in private placement transactions that do not involve any public offering within the meaning of the 1933 Act. The Distributor agrees that it will not take any actions, without the consent of IST, that would cause IST to be required to register the Shares of Invesco Balanced-Risk Aggressive Allocation Fund under the 1933 Act.
Section 8. Each Fund shall bear (or enter into arrangements providing that persons other than the Fund shall bear) the expenses:
(A) of the preparation, including legal fees, and typesetting of all such Funds registration statements under the 1933 Act and/or 1940 Act and pre- and post-effective amendments thereto (each, an Amendment) or supplements filed with the SEC, other than those necessitated by the Distributors (including the Distributors affiliates) activities or applicable rules and regulations related to the Distributors activities where such Amendments or supplements result in expenses which the Fund would not otherwise have incurred;
(B) of the preparation, printing, mailing and distribution of any reports or communications which such Fund sends to its existing shareholders, including expenses associated with printing, mailing and distributing annually any updated Prospectuses (including summary prospectuses) and, if applicable, SAIs to existing shareholders, other than those necessitated by the Distributors (including the Distributors affiliates) activities or applicable rules and regulations related to the Distributors activities where such reports or communications result in expenses which the Fund would not otherwise have incurred;
4
(C) of the preparation and typesetting of such Funds audited and certified financial statements to be included in a shareholder report or any Amendments;
(D) of printing, mailing and distributing any Prospectus or summary prospectus included with the confirmation of any purchase order of Shares of such Fund;
(E) of reimbursing the reasonable costs of dealers that elect to print on demand any Prospectus or summary prospectus included with the confirmation of any purchase order of Shares of such Fund; and
(F) of filing and other fees to Federal and State securities regulatory authorities necessary to continue offering the Shares of such Fund.
Section 9. The Distributor shall bear (or enter into arrangements providing that persons other than the Distributor shall bear) the expenses:
(A) of the preparation, including legal fees, typesetting, printing, and distributing (including mailing) of all Prospectuses (including summary prospectuses) and SAIs and supplements thereto if the Prospectus (including summary prospectus), SAI or supplement arises from the Distributors (including the Distributors affiliates) activities or applicable rules and regulations related to the Distributors activities and those expenses would not otherwise have been incurred by the Fund;
(B) of printing from the final proof and distributing (including mailing) the Prospectuses (including summary prospectuses) and, if applicable, SAIs for the Shares (including supplements thereto) relating to public offerings made by the Distributor pursuant to this Agreement (which shall not include those Prospectuses, summary prospectuses, SAIs and supplements thereto to be distributed to existing shareholders of each Fund), and any other promotional, marketing or sales literature used by the Distributor or furnished by the Distributor to investment dealers and financial institutions in connection with such public offerings, and expenses of advertising in connection with such public offerings; and
(C) incurred in connection with its registration as a broker or dealer or the registration or qualification of its officers, directors or representatives under Federal and State laws.
Each Trust acknowledges that some of the expenses to be borne by the Distributor under Section 9(B) may be paid from Rule 12b-1 fees that the Distributor receives from the applicable class of a Fund from time to time.
Section 10. The Distributor shall be an independent contractor and neither the Distributor, nor any of its officers, directors, employees or representatives is or shall be an employee of the Trust in the performance of the Distributors duties hereunder.
Section 11. Each Trust will furnish to the Distributor such information with respect to each Fund and class of Shares which is a series or class of such Trust, in such form and signed by such of the Trusts officers as the Distributor may reasonably request, and such Trust warrants that the statements therein contained, when so signed, will be true and correct.
5
Section 12. Other than the currently effective Prospectus (including summary prospectus) and SAI of a Fund, the Distributor will not issue any sales material or statements except literature or advertising which conforms to the requirements of Federal and State securities laws and regulations and which have been filed, where necessary, with the appropriate regulatory authorities. The Distributor will furnish the Fund with copies of all such materials, upon request, prior to their use and no such material shall be published if the Fund shall reasonably and promptly object. The Distributor shall comply with the applicable Federal and State laws and regulations where Shares are offered for sale and conduct its affairs with each Trust and with dealers, brokers or investors, including the rules and regulations of FINRA.
Section 13. The books and records maintained by the Distributor shall be the property of the respective Trust. The Distributor shall prepare, maintain and preserve such books and records as required by the 1940 Act and other applicable laws, rules and regulations. The Distributor shall surrender such books and records to the Trust, in the form in which such books and records have been maintained or preserved, promptly upon receipt of instructions from the Trust. Each Trust shall have access to such books and records at all times during the Distributors normal business hours. Upon the reasonable request of a Trust, copies of any such books and records shall be provided by the Distributor to the Trust at the Trusts expense. The Distributor shall assist each Trust, the Trusts independent auditors, or, upon approval of the Trust, any regulatory body, in any requested review of the Trusts books and records, and reports by the Distributor or its independent accountants concerning its accounting system and internal auditing controls will be open to such entities for audit or inspection upon reasonable request.
Section 14. The Distributor shall maintain at all times a program reasonably designed to prevent violations of the federal securities laws (as defined in Rule 38a-1 under the 1940 Act) with respect to the services provided, and shall provide to each Trust a certification to such effect no less than annually or as otherwise reasonably requested by the Trust. The Distributor shall make available its compliance personnel and shall provide at its own expense summaries and other relevant materials relating to such program as reasonably requested by a Trust.
Section 15. The Distributor agrees to maintain an anti-money laundering program in compliance with Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the USA Patriot Act) and all applicable laws and regulations promulgated thereunder. At the request of a Trust, the Distributor will supply the Trust with copies of the Distributors anti-money laundering policy and procedures, and such other relevant certifications and representations regarding such policy and procedures as the Trust may reasonably request from time to time.
Section 16.
(A) In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of the Distributor or any of its directors or officers, each Trust, on behalf of each Fund which is a series of such Trust, shall indemnify the Distributor and each of its directors and officers against any and all claims, demands, liabilities and expenses (including the reasonable costs of investigating or defending any alleged claim, demand, liability or expense and reasonable legal counsel fees incurred in connection therewith) which the Distributor may incur under the 1933 Act, or common law or otherwise,
6
arising out of or based upon any alleged untrue statement of a material fact contained in any registration statement or Prospectus (including summary prospectus) and SAI of such Fund, or any omission to state a material fact therein, the omission of which makes any statement contained therein misleading, unless such statement or omission was made in reliance upon, and in conformity with, information furnished to the Fund in connection therewith by or on behalf of the Distributor.
Each Trust shall be entitled to participate, at its own expense, in the defense, or, if the Trust so elects, to assume the defense of any suit brought to enforce any such claim, but, if the Trust elects to assume the defense, such defense shall be conducted by legal counsel chosen by the Trust and satisfactory to the Distributor and its directors and officers. In the event that the Trust elects to assume the defense of any such suit and retain such legal counsel, the Distributor and its directors and officers shall bear the fees and expenses of any additional legal counsel retained by them. If the Trust does not elect to assume the defense of any such suit, the Trust will reimburse the Distributor and its directors and officers in such suit for the reasonable fees and expenses of any legal counsel retained by them.
(B) The Distributor shall indemnify each Trust and each of its Trustees and officers against any and all claims, demands, liabilities and expenses (including the reasonable costs of investigating or defending any alleged claim, demand, liability or expense and reasonable legal counsel fees incurred in connection therewith) which such party may incur under the 1933 Act, or common law or otherwise, arising out of or based upon any alleged untrue statement of a material fact contained in any registration statement or Prospectus (including summary prospectus) and SAI of a Fund, or any omission to state a material fact therein, if such statement or omission was made in reliance upon, and in conformity with, information furnished to the Fund in connection therewith by or on behalf of the Distributor.
The Distributor shall indemnify each Trust and each of its Trustees and officers against any and all claims, demands, liabilities and expenses (including the reasonable costs of investigating or defending any alleged claim, demand, liability or expense and reasonable legal counsel fees incurred in connection therewith) which such party may incur arising out of or based upon any act or deed of the Distributor or its sales representatives which has not been authorized by the Fund in its Prospectus (including summary prospectus), SAI or in this Agreement.
The Distributor shall be entitled to participate, at its own expense, in the defense, or, if Distributor so elects, to assume the defense of any suit brought to enforce any such claim, but, if Distributor elects to assume the defense, such defense shall be conducted by legal counsel chosen by Distributor and satisfactory to the Trust and its Trustees and officers. In the event that Distributor elects to assume the defense of any such suit and retain such legal counsel, the Trust and its Trustees and officers shall bear the fees and expenses of any additional legal counsel retained by them. If the Distributor does not elect to assume the defense of any such suit, the Distributor will reimburse the Trust and its Trustees and officers in such suit for the reasonable fees and expenses of any legal counsel retained by them.
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(C) Notwithstanding any other provision of the Agreement, the Distributor shall not be liable for any errors of the transfer agent(s) of a Fund, or for any failure of any such transfer agent to perform its duties.
Section 17. As provided by applicable law, the obligations of or arising out of this Agreement are not binding upon any of the shareholders of a Trust or Fund which is a series of such Trust individually, but are binding only upon the assets and property of each respective Trust or Fund which is a series of such Trust and that the shareholders shall be entitled, to the fullest extent permitted by applicable law, to the same limitation on personal liability as stockholders of private corporations for profit.
Section 18. This Agreement shall become effective with respect to the Shares of each Fund upon its execution (the Execution
Date). Before its execution, the Agreement shall be approved by the Board of Trustees of each Trust, including a vote of the majority of the Trustees of the Trust who are not interested parties to the Agreement or interested
persons (as defined in Section 2(a)(19) of the 1940 Act) of any party to the Agreement (other than as members of the Board of Trustees), cast in person at a meeting called for such purpose. The Agreement shall continue in force and effect
for a one-year period after the Effective Date and shall continue in full force and effect from year to year thereafter, provided, that such continuance is specifically approved with respect to the Shares of each Fund at least annually (a)(i) by the
Board of Trustees of the respective Trust of which the Fund is a series or (ii) by the vote of a majority of the outstanding Shares of such class of such Fund (as defined in Section 2(a)(42) of the 1940 Act), and (b) by vote of a
majority of the Trustees of the respective Trust who are not parties to the Agreement or interested persons (as defined in
Section 2(a)(19) of the 1940 Act) of any party to the Agreement (other than as members of the Board of
Trustees) cast in person at a meeting called for such purpose.
Section 19. The Agreement (including any Schedules to the Agreement) may be amended by written mutual consent of the parties.
Section 20.
(A) The Agreement may be terminated with respect to the Shares of any Fund or any class of such Shares at any time, without the payment of any penalty, by (i) vote of a majority of the Trustees of the respective Trust who are not parties to the Agreement or interested persons (as defined in Section 2(a)(19) of the 1940 Act) of any party to the Agreement (other than as members of the Board of Trustees of the Trust of which the Fund is a series or (ii) by vote of a majority of the outstanding Shares of such class of such Fund, or (iii) by the Distributor, on sixty (60) days written notice to the other party; and
(B) The Agreement shall automatically terminate in the event of its assignment, the term assignment having the meaning set forth in Section 2(a)(4) of the 1940 Act.
Section 21. Any notice under the Agreement shall be in writing, addressed and delivered, or mailed postage prepaid, to the other party at such address as the other party may designate for the receipt of notices. Until further notice to the other party, the addresses of each
8
Fund and the Distributor shall be 11 Greenway Plaza, Suite 100, Houston, Texas 77046-1173; facsimile number: (713) 993-9890.
Section 22. The Distributors services pursuant to the Agreement shall not be deemed to be exclusive, and the Distributor may render similar services and act as an underwriter, distributor or dealer for other investment companies in the offering of their shares.
Section 23. Nothing herein contained shall require a Trust to take any action contrary to any provision of its Agreement and Declaration of Trust, as amended, or to any applicable statute or regulation.
Section 24. The Agreement shall be deemed to be a contract made in the State of Delaware and governed by, construed in accordance with and enforced pursuant to the internal laws of the State of Delaware without reference to its conflicts of laws rules.
Section 25. The Agreement shall supersede all Distribution Agreements and Amendments previously in effect between the parties.
Section 26. The Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
Section 27. The parties have signed one document for administrative convenience to avoid a multiplicity of documents. It is understood and agreed that this document shall constitute a separate agreement with the Distributor and each Trust listed on Schedule A attached hereto, as if each Trust had executed a separate document with the Distributor, and no Trust on behalf any Fund shall have any liability under this document for the obligations of any other Trust or Fund.
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IN WITNESS WHEREOF, the parties have caused the Agreement to be executed in duplicate on the day and year first above written.
Each Trust (listed on Schedule A) on behalf of the Shares of each Fund listed on Schedule A |
||
By: | /s/ John M. Zerr | |
Name: John M. Zerr | ||
Title: Senior Vice President | ||
INVESCO DISTRIBUTORS, INC. | ||
By: | /s/ Brian Thorp | |
Name: Brian Thorp | ||
Title: Vice President |
10
SCHEDULE A
TO
MASTER DISTRIBUTION AGREEMENT
AIM Counselor Series Trust (Invesco Counselor Series Trust)
Invesco American Franchise Fund
Invesco California Tax-Free Income Trust
Invesco Core Plus Bond Fund
Invesco Equally-Weighted S & P 500 Fund
Invesco Equity and Income Fund
Invesco Floating Rate Fund
Invesco Global Real Estate Income Fund
Invesco Growth and Income Fund
Invesco Low Volatility Equity Yield Fund
Invesco Pennsylvania Tax Free Income Fund
Invesco S & P 500 Index Fund
Invesco Small Cap Discovery Fund
Invesco Strategic Real Return Fund
AIM Equity Funds (Invesco Equity Funds)
Invesco Charter Fund
Invesco Diversified Dividend Fund
Invesco Summit Fund
AIM Funds Group (Invesco Funds Group)
Invesco European Small Company Fund
Invesco Global Core Equity Fund
Invesco International Small Company Fund
Invesco Small Cap Equity Fund
AIM Growth Series (Invesco Growth Series)
Invesco Alternative Strategies Fund
Invesco Balanced-Risk Retirement Now 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 Conservative Allocation Fund
Invesco Convertible Securities Fund
Invesco Global Low Volatility Equity Yield Fund
Invesco Growth Allocation Fund
Invesco Income Allocation Fund
Invesco International Allocation Fund
Invesco Mid Cap Core Equity Fund
Invesco Multi-Asset Inflation Fund
Invesco Moderate Allocation Fund
Invesco Small Cap Growth Fund
Invesco U.S. Mortgage Fund
AIM International Mutual Funds (Invesco International Mutual Funds)
Invesco Asia Pacific Growth Fund
Invesco European Growth Fund
Invesco Global Growth Fund
Invesco Global Opportunities Fund
Invesco Global Small & Mid Cap Growth Fund
Invesco International Core Equity Fund
Invesco International Growth Fund
Invesco Select Opportunities Fund
AIM Investment Funds (Invesco Investment Funds)
Invesco All Cap Market Neutral Fund
Invesco Balanced-Risk Allocation Fund
Invesco Balanced-Risk Commodity Strategy Fund
Invesco China Fund
Invesco Developing Markets Fund
Invesco Emerging Market Local Currency Debt Fund
Invesco Emerging Markets Equity Fund
Invesco Endeavor Fund
Invesco Global Health Care Fund
Invesco Global Infrastructure Fund
Invesco Global Market Neutral Fund
Invesco Global Markets Strategy Fund
Invesco Global Targeted Returns Fund
Invesco International Total Return Fund
Invesco Long/Short Equity Fund
Invesco Low Volatility Emerging Markets Fund
Invesco Macro International Equity Fund
Invesco Macro Long/Short Fund
Invesco MLP Fund
Invesco Pacific Growth Fund
Invesco Premium Income Fund
Invesco Select Companies Fund
Invesco Strategic Income Fund
AIM Investment Securities Funds (Invesco Investment Securities Fund)
Invesco Corporate Bond Fund
Invesco Global Real Estate Fund
Invesco High Yield Fund
Invesco Limited Maturity Treasury Fund
Invesco Money Market Fund 1
Invesco Real Estate Fund
Invesco Short Term Bond Fund
Invesco U.S. Government Fund
1 | Invesco Money Market Fund has two prospectuses, one for Class B, C, Cash Reserve and Investor Class Shares and one for Class AX, BX and CX Shares |
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AIM Sector Funds (Invesco Sector Funds)
Invesco American Value Fund
Invesco Comstock Fund
Invesco Dividend Income Fund
Invesco Energy Fund
Invesco Gold & Precious Metals Fund
Invesco Mid Cap Growth Fund
Invesco Small Cap Value Fund
Invesco Technology Fund
Invesco Technology Sector Fund
Invesco Value Opportunities Fund
AIM Tax-Exempt Funds (Invesco Tax-Exempt Funds)
Invesco High Yield Municipal Fund
Invesco Intermediate Term Municipal Fund
Invesco Municipal Income Fund
Invesco New York Tax Free Income Fund
Invesco Tax-Exempt Cash Fund
Invesco Tax-Free Intermediate Fund
AIM Variable Insurance Funds (Invesco Variable Insurance Funds)
Invesco V.I. American Franchise Fund
Invesco V.I. American Value Fund
Invesco V.I. Balanced-Risk Allocation Fund
Invesco V.I. Comstock Fund
Invesco V.I. Core Equity Fund
Invesco V.I. Diversified Dividend Fund
Invesco V.I. Diversified Income Fund
Invesco V.I. Equally-Weighted S & P 500 Fund
Invesco V.I. Equity And Income Fund
Invesco V.I. Global Core Equity Fund
Invesco V.I. Global Health Care Fund
Invesco V.I. Global Real Estate Fund
Invesco V. I. Government Securities Fund
Invesco V.I. Growth And Income Fund
Invesco V.I. High Yield Fund
Invesco V.I. International Growth Fund
Invesco V.I. Managed Volatility Fund
Invesco V.I. Mid Cap Core Equity Fund
Invesco V.I. Mid Cap Growth Fund
Invesco V.I. Money Market Fund
Invesco V.I. S & P 500 Index Fund
Invesco V.I. Small Cap Equity Fund
Invesco V.I. Technology Fund
Invesco V.I. Value Opportunities Fund
Invesco Management Trust
Invesco Conservative Income Fund
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Invesco Securities Trust
Invesco Balanced-Risk Aggressive Allocation Fund
Short-Term Investments Trust
Government & Agency Portfolio
Government TaxAdvantage Portfolio
Liquid Assets Portfolio
STIC Prime Portfolio
Tax-Free Cash Reserve Portfolio
Treasury Portfolio
14
AMENDMENT NO. 1
TO THE
MASTER DISTRIBUTION AGREEMENT
This Amendment, dated as of October 14, 2014, amends the Master Distribution Agreement, made as of the 1 st day of July, 2014 (the Agreement), is between each Delaware statutory trust set forth on Schedule A to the Agreement (each, a Trust), on behalf of itself and its series portfolios, severally, and Invesco Distributors, Inc., a Delaware corporation (the Distributor).
WHEREAS, the parties agree to amend the Agreement to add Invesco Unconstrained Bond Fund;
Schedule A of the Agreement is hereby deleted in its entirety and replaced with the following:
SCHEDULE A
TO
MASTER DISTRIBUTION AGREEMENT
AIM Counselor Series Trust (Invesco Counselor Series Trust)
Invesco American Franchise Fund
Invesco California Tax-Free Income Trust
Invesco Core Plus Bond Fund
Invesco Equally-Weighted S & P 500 Fund
Invesco Equity and Income Fund
Invesco Floating Rate Fund
Invesco Global Real Estate Income Fund
Invesco Growth and Income Fund
Invesco Low Volatility Equity Yield Fund
Invesco Pennsylvania Tax Free Income Fund
Invesco S & P 500 Index Fund
Invesco Small Cap Discovery Fund
Invesco Strategic Real Return Fund
AIM Equity Funds (Invesco Equity Funds)
Invesco Charter Fund
Invesco Diversified Dividend Fund
Invesco Summit Fund
AIM Funds Group (Invesco Funds Group)
Invesco European Small Company Fund
Invesco Global Core Equity Fund
Invesco International Small Company Fund
Invesco Small Cap Equity Fund
AIM Growth Series (Invesco Growth Series)
Invesco Alternative Strategies Fund
Invesco Balanced-Risk Retirement Now 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 Conservative Allocation Fund
Invesco Convertible Securities Fund
Invesco Global Low Volatility Equity Yield Fund
Invesco Growth Allocation Fund
Invesco Income Allocation Fund
Invesco International Allocation Fund
Invesco Mid Cap Core Equity Fund
Invesco Multi-Asset Inflation Fund
Invesco Moderate Allocation Fund
Invesco Small Cap Growth Fund
Invesco U.S. Mortgage Fund
AIM International Mutual Funds (Invesco International Mutual Funds)
Invesco Asia Pacific Growth Fund
Invesco European Growth Fund
Invesco Global Growth Fund
Invesco Global Opportunities Fund
Invesco Global Small & Mid Cap Growth Fund
Invesco International Core Equity Fund
Invesco International Growth Fund
Invesco Select Opportunities Fund
AIM Investment Funds (Invesco Investment Funds)
Invesco All Cap Market Neutral Fund
Invesco Balanced-Risk Allocation Fund
Invesco Balanced-Risk Commodity Strategy Fund
Invesco China Fund
Invesco Developing Markets Fund
Invesco Emerging Market Local Currency Debt Fund
Invesco Emerging Markets Equity Fund
Invesco Endeavor Fund
Invesco Global Health Care Fund
Invesco Global Infrastructure Fund
Invesco Global Market Neutral Fund
Invesco Global Markets Strategy Fund
Invesco Global Targeted Returns Fund
Invesco International Total Return Fund
Invesco Long/Short Equity Fund
Invesco Low Volatility Emerging Markets Fund
Invesco Macro International Equity Fund
Invesco Macro Long/Short Fund
Invesco MLP Fund
Invesco Pacific Growth Fund
Invesco Premium Income Fund
Invesco Select Companies Fund
Invesco Strategic Income Fund
Invesco Unconstrained Bond Fund
AIM Investment Securities Funds (Invesco Investment Securities Fund)
Invesco Corporate Bond Fund
Invesco Global Real Estate Fund
2
Invesco High Yield Fund
Invesco Limited Maturity Treasury Fund
Invesco Money Market Fund 1
Invesco Real Estate Fund
Invesco Short Term Bond Fund
Invesco U.S. Government Fund
AIM Sector Funds (Invesco Sector Funds)
Invesco American Value Fund
Invesco Comstock Fund
Invesco Dividend Income Fund
Invesco Energy Fund
Invesco Gold & Precious Metals Fund
Invesco Mid Cap Growth Fund
Invesco Small Cap Value Fund
Invesco Technology Fund
Invesco Technology Sector Fund
Invesco Value Opportunities Fund
AIM Tax-Exempt Funds (Invesco Tax-Exempt Funds)
Invesco High Yield Municipal Fund
Invesco Intermediate Term Municipal Fund
Invesco Municipal Income Fund
Invesco New York Tax Free Income Fund
Invesco Tax-Exempt Cash Fund
Invesco Tax-Free Intermediate Fund
AIM Variable Insurance Funds (Invesco Variable Insurance Funds)
Invesco V.I. American Franchise Fund
Invesco V.I. American Value Fund
Invesco V.I. Balanced-Risk Allocation Fund
Invesco V.I. Comstock Fund
Invesco V.I. Core Equity Fund
Invesco V.I. Diversified Dividend Fund
Invesco V.I. Diversified Income Fund
Invesco V.I. Equally-Weighted S & P 500 Fund
Invesco V.I. Equity And Income Fund
Invesco V.I. Global Core Equity Fund
Invesco V.I. Global Health Care Fund
Invesco V.I. Global Real Estate Fund
Invesco V. I. Government Securities Fund
Invesco V.I. Growth And Income Fund
Invesco V.I. High Yield Fund
Invesco V.I. International Growth Fund
Invesco V.I. Managed Volatility Fund
Invesco V.I. Mid Cap Core Equity Fund
Invesco V.I. Mid Cap Growth Fund
Invesco V.I. Money Market Fund
Invesco V.I. S & P 500 Index Fund
1 | Invesco Money Market Fund has two prospectuses, one for Class B, C, Cash Reserve and Investor Class Shares and one for Class AX, BX and CX Shares |
3
Invesco V.I. Small Cap Equity Fund
Invesco V.I. Technology Fund
Invesco V.I. Value Opportunities Fund
Invesco Management Trust
Invesco Conservative Income Fund
Invesco Securities Trust
Invesco Balanced-Risk Aggressive Allocation Fund
Short-Term Investments Trust
Government & Agency Portfolio
Government TaxAdvantage Portfolio
Liquid Assets Portfolio
STIC Prime Portfolio
Tax-Free Cash Reserve Portfolio
Treasury Portfolio
4
IN WITNESS WHEREOF, the parties have caused the Agreement to be executed in duplicate on the day and year first above written.
Each Trust (listed on Schedule A) on behalf of the Shares of each Fund listed on Schedule A | ||
By: |
|
|
Name: John M. Zerr | ||
Title: Senior Vice President | ||
INVESCO DISTRIBUTORS, INC. | ||
By: |
|
|
Name: Brian Thorp | ||
Title: Vice President |
5
AMENDMENT NO. 16
TO
SECOND AMENDED AND RESTATED
MASTER ADMINISTRATIVE SERVICES AGREEMENT
This Amendment dated as of April 22, 2014, amends the Second Amended and Restated Master Administrative Services Agreement (the Agreement), dated July 1, 2006, by and between Invesco Advisers, Inc., a Delaware corporation, and AIM Investment Funds (Invesco Investment Funds), a Delaware statutory trust, as follows:
W I T N E S S E T H:
WHEREAS, the parties desire to amend the Agreement to add Invesco Global Infrastructure Fund, Invesco MLP Fund and Invesco Strategic Income Fund;
NOW, THEREFORE, the parties agree as follows;
Appendix A of the Agreement is hereby deleted in its entirety and replaced with the following:
APPENDIX A
TO
MASTER ADMINISTRATIVE SERVICES AGREEMENT
OF
AIM INVESTMENT FUNDS (INVESCO INVESTMENT FUNDS)
Portfolios |
Effective Date of Agreement |
|
Invesco All Cap Market Neutral Fund |
December 16, 2013 | |
Invesco Balanced-Risk Allocation Fund |
May 29, 2009 | |
Invesco Balanced-Risk Commodity Strategy Fund |
November 29, 2010 | |
Invesco China Fund |
July 1, 2006 | |
Invesco Developing Markets Fund |
July 1, 2006 | |
Invesco Emerging Market Local Currency Debt Fund |
June 14, 2010 | |
Invesco Emerging Markets Equity Fund |
May 31, 2011 | |
Invesco Endeavor Fund |
July 1, 2006 | |
Invesco Global Health Care Fund |
July 1, 2006 | |
Invesco Global Infrastructure Fund |
April 22, 2014 | |
Invesco Global Market Neutral Fund |
December 16, 2013 | |
Invesco Global Markets Strategy Fund |
September 25, 2012 | |
Invesco Global Targeted Returns Fund |
December 16, 2013 | |
Invesco International Total Return Fund |
July 1, 2006 | |
Invesco Long/Short Equity Fund |
December 16, 2013 | |
Invesco Low Volatility Emerging Markets Fund |
December 16, 2013 | |
Invesco Macro International Equity Fund |
December 16, 2013 | |
Invesco Macro Long/Short Fund |
December 16, 2013 | |
Invesco MLP Fund |
April 22, 2014 | |
Invesco Pacific Growth Fund |
February 12, 2010 | |
Invesco Premium Income Fund |
December 14, 2011 | |
Invesco Select Companies Fund |
July 1, 2006 | |
Invesco Strategic Income Fund |
April 22, 2014 |
The Administrator may receive from each Portfolio reimbursement for costs or reasonable compensation for such services as follows:
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. |
All other terms and provisions of the Agreement not amended herein shall remain in full force and effect.
INVESCO ADVISERS, INC. | ||||||||
Attest: |
/s/ Stephen R. Rimes |
By: |
/s/ John M. Zerr |
|||||
Assistant Secretary | John M. Zerr | |||||||
Senior Vice President | ||||||||
(SEAL) | ||||||||
AIM INVESTMENT FUNDS | ||||||||
(INVESCO INVESTMENT FUNDS) | ||||||||
Attest: |
/s/ Stephen R. Rimes |
By: |
/s/ John M. Zerr |
|||||
Assistant Secretary | John M. Zerr | |||||||
Senior Vice President | ||||||||
(SEAL) |
2
AMENDMENT NO. 17
TO
SECOND AMENDED AND RESTATED
MASTER ADMINISTRATIVE SERVICES AGREEMENT
This Amendment dated as of October 14, 2014, amends the Second Amended and Restated Master Administrative Services Agreement (the Agreement), dated July 1, 2006, by and between Invesco Advisers, Inc., a Delaware corporation, and AIM Investment Funds (Invesco Investment Funds), a Delaware statutory trust, as follows:
W I T N E S S E T H:
WHEREAS, the parties desire to amend the Agreement to add Invesco Unconstrained Bond Fund;
NOW, THEREFORE, the parties agree as follows;
Appendix A of the Agreement is hereby deleted in its entirety and replaced with the following:
APPENDIX A
TO
MASTER ADMINISTRATIVE SERVICES AGREEMENT
OF
AIM INVESTMENT FUNDS (INVESCO INVESTMENT FUNDS)
Portfolios |
Effective Date of Agreement |
|
Invesco All Cap Market Neutral Fund |
December 16, 2013 |
|
Invesco Balanced-Risk Allocation Fund |
May 29, 2009 |
|
Invesco Balanced-Risk Commodity Strategy Fund |
November 29, 2010 |
|
Invesco China Fund |
July 1, 2006 |
|
Invesco Developing Markets Fund |
July 1, 2006 |
|
Invesco Emerging Market Local Currency Debt Fund |
June 14, 2010 |
|
Invesco Emerging Markets Equity Fund |
May 31, 2011 |
|
Invesco Endeavor Fund |
July 1, 2006 |
|
Invesco Global Health Care Fund |
July 1, 2006 |
|
Invesco Global Infrastructure Fund |
April 22, 2014 |
|
Invesco Global Market Neutral Fund |
December 16, 2013 |
|
Invesco Global Markets Strategy Fund |
September 25, 2012 |
|
Invesco Global Targeted Returns Fund |
December 16, 2013 |
|
Invesco International Total Return Fund |
July 1, 2006 |
|
Invesco Long/Short Equity Fund |
December 16, 2013 |
|
Invesco Low Volatility Emerging Markets Fund |
December 16, 2013 |
|
Invesco Macro International Equity Fund |
December 16, 2013 |
|
Invesco Macro Long/Short Fund |
December 16, 2013 |
|
Invesco MLP Fund |
April 22, 2014 |
|
Invesco Pacific Growth Fund |
February 12, 2010 |
|
Invesco Premium Income Fund |
December 14, 2011 |
|
Invesco Select Companies Fund |
July 1, 2006 |
|
Invesco Strategic Income Fund |
April 22, 2014 |
|
Invesco Unconstrained Bond Fund |
October 14, 2014 |
The Administrator may receive from each Portfolio reimbursement for costs or reasonable compensation for such services as follows:
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. |
All other terms and provisions of the Agreement not amended herein shall remain in full force and effect.
EIGHTH AMENDED AND RESTATED
MEMORANDUM OF AGREEMENT
(Securities Lending Administrative Fee Waiver)
This Eighth Amended and Restated Memorandum of Agreement is entered into as of the dates indicated on Exhibit A between 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 Treasurers Series Trust (Invesco Treasurers Series Trust), AIM Variable Insurance Funds (Invesco Variable Insurance Funds), Invesco Management Trust, Invesco Securities Trust and Short-Term Investments Trust (each a Fund and collectively, the Funds), on behalf of the portfolios listed on Exhibit A to this Memorandum of Agreement (the Portfolios), and Invesco Advisers, Inc. (Invesco).
For and in consideration of the mutual terms and agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Funds and Invesco agree as follows:
1. | Invesco agrees that until the expiration date, if any, of the commitment set forth on the attached Exhibit A occurs, as such Exhibit A is amended from time to time, Invesco will not charge any administrative fee under each Portfolios advisory agreement in connection with securities lending activities without prior approval from the Portfolios Board (such agreement is referred to as the Waiver). |
2. | Neither a Fund nor Invesco may remove or amend the Waiver to a Funds detriment prior to requesting and receiving the approval of the Portfolios Board to remove or amend the Waiver. Invesco will not have any right to reimbursement of any amount so waived. |
Unless a Fund, by vote of its Board of Trustees terminates the Waiver, or a Fund and Invesco are unable to reach an agreement on the amount of the Waiver to which the Fund and Invesco desire to be bound, the Waiver will continue indefinitely with respect to such Fund. Exhibit A will be amended to reflect the new date through which a Fund and Invesco agree to be bound.
It is expressly agreed that the obligations of the Trusts hereunder shall not be binding upon any of the Trustees, shareholders, nominees, officers, agents or employees of the Trusts personally, but shall only bind the assets and property of the Funds, as provided in each Trusts Agreement and Declaration of Trust. The execution and delivery of this Memorandum of Agreement have been authorized by the Trustees of each Trust, and this Memorandum of Agreement has been executed and delivered by an authorized officer of each Trust acting as such; neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the assets and property of the Funds, as provided in each Trusts Agreement and Declaration of Trust.
Nothing in this Memorandum of Agreement is intended to affect any other memorandum of agreement executed by any Fund or Invesco with respect to any other fee waivers, expense reimbursements and/or expense limitations.
IN WITNESS WHEREOF, each Fund, on behalf of itself and its Portfolios listed in Exhibit A to this Memorandum of Agreement, and Invesco have entered into this Memorandum of Agreement as of the dates indicated on Exhibit A.
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 TREASURERS SERIES TRUST (INVESCO TREASURERS SERIES FUNDS)
AIM VARIABLE INSURANCE FUNDS (INVESCO VARIABLE INSURANCE FUNDS)
INVESCO MANAGEMENT TRUST
INVESCO SECURITIES TRUST
SHORT-TERM INVESTMENTS TRUST
By: |
/s/ John M. Zerr |
|||
Title: | Senior Vice President | |||
INVESCO ADVISERS, INC. |
||||
By: |
/s/ John M. Zerr |
|||
Title: | Senior Vice President |
2
EXHIBIT A
AIM Counselor Series Trust (Invesco Counselor Series Trust)
PORTFOLIO |
EFFECTIVE DATE |
COMMITTED UNTIL * | ||
Invesco American Franchise Fund | February 12, 2010 | |||
Invesco California Tax-Free Income Fund | February 12, 2010 | |||
Invesco Core Plus Bond Fund | June 2, 2009 | |||
Invesco Equally-Weighted S&P 500 Fund | February 12, 2010 | |||
Invesco Equity and Income Fund | February 12, 2010 | |||
Invesco Floating Rate Fund | April 14, 2006 | |||
Invesco Global Real Estate Income Fund | March 9, 2007 | |||
Invesco Growth and Income Fund | February 12, 2010 | |||
Invesco Low Volatility Equity Yield Fund | March 31, 2006 | |||
Invesco Pennsylvania Tax Free Income Fund | February 12, 2010 | |||
Invesco S&P 500 Index Fund | February 12, 2010 | |||
Invesco Small Cap Discovery Fund | February 12, 2010 | |||
Invesco Strategic Real Return Fund | April 30, 2014 |
AIM Equity Funds (Invesco Equity Funds)
PORTFOLIO |
EFFECTIVE DATE |
COMMITTED UNTIL * |
||
Invesco Charter Fund | June 21, 2000 | |||
Invesco Diversified Dividend Fund | December 28, 2001 | |||
Invesco Summit Fund | July 24, 2000 |
AIM Funds Group (Invesco Funds Group)
FUND |
EFFECTIVE DATE |
COMMITTED UNTIL * |
||
Invesco European Small Company Fund | August 30, 2000 | |||
Invesco Global Core Equity Fund | December 27, 2000 | |||
Invesco International Small Company Fund | August 30, 2000 | |||
Invesco Small Cap Equity Fund | August 30, 2000 |
AIM Growth Series (Invesco Growth Series)
FUND |
EFFECTIVE DATE |
COMMITTED UNTIL * |
||
Invesco Convertible Securities Fund | February 12, 2010 | |||
Invesco Global Low Volatility Equity Yield Fund | September 1, 2001 | |||
Invesco Mid Cap Core Equity Fund | September 1, 2001 | |||
Invesco Multi-Asset Inflation Fund | April 30, 2014 | |||
Invesco Small Cap Growth Fund | September 11, 2000 | |||
Invesco U.S. Mortgage Fund | February 12, 2010 |
* | Committed until the Fund or Invesco requests and receives the approval of the Funds Board to remove or amend such fee waiver. Such commitments are evergreen until amended and apply to each Portfolio of a Fund. |
A-1
AIM International Mutual Funds (Invesco International Mutual Funds)
FUND |
EFFECTIVE DATE |
COMMITTED UNTIL * |
||
Invesco Asia Pacific Growth Fund | June 21, 2000 | |||
Invesco European Growth Fund | June 21, 2000 | |||
Invesco Global Growth Fund | June 21, 2000 | |||
Invesco Global Opportunities Fund | August 1, 2012 | |||
Invesco Global Small & Mid Cap Growth Fund | June 21, 2000 | |||
Invesco International Core Equity Fund | November 25, 2003 | |||
Invesco International Growth Fund | June 21, 2000 | |||
Invesco Select Opportunities Fund | August 1, 2012 |
AIM Investment Funds (Invesco Investment Funds)
FUND |
EFFECTIVE DATE |
COMMITTED UNTIL * |
||
Invesco All Cap Market Neutral Fund | December 17, 2013 | |||
Invesco Balanced-Risk Allocation Fund | May 29, 2009 | |||
Invesco Balanced-Risk Commodities Strategy Fund | November 29, 2010 | |||
Invesco China Fund | March 31, 2006 | |||
Invesco Developing Markets Fund | September 1, 2001 | |||
Invesco Emerging Market Local Currency Debt Fund | June 14, 2010 | |||
Invesco Emerging Markets Equity Fund | May 11, 2011 | |||
Invesco Endeavor Fund | November 4, 2003 | |||
Invesco Global Health Care Fund | September 1, 2001 | |||
Invesco Global Infrastructure Fund | May 2, 2014 | |||
Invesco Global Market Neutral Fund | December 17, 2013 | |||
Invesco Global Markets Strategy Fund | September 26, 2012 | |||
Invesco Global Targeted Returns Fund | December 17, 2013 | |||
Invesco International Total Return Fund | March 31, 2006 | |||
Invesco Long/Short Equity Fund | December 17, 2013 | |||
Invesco Low Volatility Emerging Markets Fund | December 17, 2013 | |||
Invesco MLP Fund | April 30, 2014 | |||
Invesco Macro International Equity Fund | December 17, 2013 | |||
Invesco Macro Long/Short Fund | December 17, 2013 | |||
Invesco Pacific Growth Fund | February 12, 2010 | |||
Invesco Premium Income Fund | December 13, 2011 | |||
Invesco Select Companies Fund | November 4, 2003 | |||
Invesco Strategic Income Fund | May 2, 2014 |
AIM Investment Securities Funds (Invesco Investment Securities Funds)
FUND |
EFFECTIVE DATE |
COMMITTED UNTIL * |
||
Invesco Corporate Bond Fund | February 12, 2010 | |||
Invesco Global Real Estate Fund | April 29, 2005 | |||
Invesco High Yield Fund | June 1, 2000 | |||
Invesco Limited Maturity Treasury Fund | June 1, 2000 | |||
Invesco Money Market Fund | June 1, 2000 | |||
Invesco Real Estate Fund | September 11, 2000 | |||
Invesco Short Term Bond Fund | August 29, 2002 | |||
Invesco U.S. Government Fund | June 1, 2000 |
* | Committed until the Fund or Invesco requests and receives the approval of the Funds Board to remove or amend such fee waiver. Such commitments are evergreen until amended and apply to each Portfolio of a Fund. |
A-2
AIM Sector Funds (Invesco Sector Funds)
FUND |
EFFECTIVE DATE |
COMMITTED UNTIL * |
||
Invesco American Value Fund | February 12, 2010 | |||
Invesco Comstock Fund | February 12, 2010 | |||
Invesco Dividend Income Fund | November 25, 2003 | |||
Invesco Energy Fund | November 25, 2003 | |||
Invesco Gold & Precious Metals Fund | November 25, 2003 | |||
Invesco Mid Cap Growth Fund | February 12, 2010 | |||
Invesco Small Cap Value Fund | February 12, 2010 | |||
Invesco Technology Fund | November 25, 2003 | |||
Invesco Technology Sector Fund | February 12, 2010 | |||
Invesco Value Opportunities Fund | February 12, 2010 |
AIM Tax-Exempt Funds (Invesco Tax-Exempt Funds)
FUND |
EFFECTIVE DATE |
COMMITTED UNTIL * |
||
Invesco High Yield Municipal Fund | February 12, 2010 | |||
Invesco Intermediate Term Municipal Income Fund | February 12, 2010 | |||
Invesco Municipal Income Fund | February 12, 2010 | |||
Invesco New York Tax Free Income Fund | February 12, 2010 | |||
Invesco Tax-Exempt Cash Fund | June 1, 2000 | |||
Invesco Tax-Free Intermediate Fund | June 1, 2000 |
AIM Treasurers Series Trust (Invesco Treasurers Series Trust)
FUND |
EFFECTIVE DATE |
COMMITTED UNTIL * |
||
Premier Portfolio | November 25, 2003 | |||
Premier Tax-Exempt Portfolio | November 25, 2003 | |||
Premier U.S. Government Money Portfolio | November 25, 2003 |
AIM Variable Insurance Funds (Invesco Insurance Funds)
FUND |
EFFECTIVE DATE |
COMMITTED UNTIL * |
||
Invesco V.I. American Franchise Fund | February 12, 2010 | |||
Invesco V.I. American Value Fund | February 12, 2010 | |||
Invesco V.I. Balanced-Risk Allocation Fund | May 1, 2000 | |||
Invesco V.I. Comstock Fund | February 12, 2010 | |||
Invesco V.I. Core Equity Fund | May 1, 2000 | |||
Invesco V.I. Diversified Dividend Fund | February 9, 2010 | |||
Invesco V.I. Diversified Income Fund | May 1, 2000 | |||
Invesco V.I. Equally-Weighted S&P 500 Fund | February 12, 2010 | |||
Invesco V.I. Equity and Income Fund | February 12, 2010 | |||
Invesco V.I. Global Core Equity Fund | February 10, 2010 | |||
Invesco V.I. Global Health Care Fund | April 30, 2004 | |||
Invesco V.I. Global Real Estate Fund | April 30, 2004 |
* | Committed until the Fund or Invesco requests and receives the approval of the Funds Board to remove or amend such fee waiver. Such commitments are evergreen until amended and apply to each Portfolio of a Fund. |
A-3
Invesco V.I. Government Securities Fund | May 1, 2000 | |||
Invesco V.I. Growth and Income Fund | February 12, 2010 | |||
Invesco V.I. High Yield Fund | May 1, 2000 | |||
Invesco V.I. International Growth Fund | May 1, 2000 | |||
Invesco V.I. Mid Cap Core Equity Fund | September 10, 2001 | |||
Invesco V.I. Mid Cap Growth Fund | February 12, 2010 | |||
Invesco V.I. Money Market Fund | May 1, 2000 | |||
Invesco V.I. S&P 500 Index Fund | February 12, 2010 | |||
Invesco V.I. Small Cap Equity Fund | September 1, 2003 | |||
Invesco V.I. Technology Fund | April 30, 2004 | |||
Invesco V.I. Managed Volatility Fund | April 30, 2004 | |||
Invesco V.I. Value Opportunities Fund | September 10, 2001 |
INVESCO MANAGEMENT TRUST
FUND |
EFFECTIVE DATE |
COMMITTED UNTIL * |
||
Invesco Conservative Income Fund | June 26, 2014 |
INVESCO SECURITIES TRUST
FUND |
EFFECTIVE DATE | COMMITTED UNTIL * | ||
Invesco Balanced-Risk Aggressive Allocation Fund | January 16, 2013 |
Short-Term Investments Trust
FUND |
EFFECTIVE DATE |
COMMITTED UNTIL * |
||
Government & Agency Portfolio | June 1, 2000 | |||
Government TaxAdvantage Portfolio | June 1, 2000 | |||
Liquid Assets Portfolio | June 1, 2000 | |||
STIC Prime Portfolio | June 1, 2000 | |||
Tax-Free Cash Reserve Portfolio | June 1, 2000 | |||
Treasury Portfolio | June 1, 2000 |
* | Committed until the Fund or Invesco requests and receives the approval of the Funds Board to remove or amend such fee waiver. Such commitments are evergreen until amended and apply to each Portfolio of a Fund. |
A-4
MEMORANDUM OF AGREEMENT
(Expense Limitations)
This Memorandum of Agreement is entered into as of the Effective Date on the attached exhibits (the Exhibits), between 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), Invesco Management Trust, Invesco Municipal Income Opportunities Trust, Invesco Quality Municipal Income Trust, Invesco Securities Trust, Invesco Value Municipal Income Trust and Short-Term Investments Trust (each a Trust or, collectively, the Trusts), on behalf of the funds listed on the Exhibits to this Memorandum of Agreement (the Funds), and Invesco Advisers, Inc. (Invesco). Invesco shall and hereby agrees to waive fees or reimburse expenses of each Fund, on behalf of its respective classes as applicable, severally and not jointly, as indicated in the attached Exhibits.
For and in consideration of the mutual terms and agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Trusts and Invesco agree as follows:
For the Contractual Limits (listed in Exhibits A D), Invesco agrees until at least the expiration date set forth on the attached Exhibits A D (the Expiration Date) that Invesco will waive its fees or reimburse expenses to the extent that expenses of a class of a Fund (excluding (i) interest; (ii) taxes; (iii) dividend expense on short sales; (iv) extraordinary or non-routine items, including litigation expenses; and (v) expenses that each Fund has incurred but did not actually pay because of an expense offset arrangement, if applicable) exceed the rate, on an annualized basis, set forth on the Exhibits of the average daily net assets allocable to such class. Acquired fund fees and expenses are not fees or expenses incurred by a fund directly but are expenses of the investment companies in which a fund invests. These fees and expenses are incurred indirectly through the valuation of a funds investment in these investment companies. Acquired fund fees and expenses are required to be disclosed and included in the total annual fund operating expenses in the prospectus fee table. As a result, the net total annual fund operating expenses shown in the prospectus fee table may exceed the expense limits reflected in Exhibits A - D. With regard to the Contractual Limits, the Board of Trustees of the Trust and Invesco may terminate or modify this Memorandum of Agreement prior to the Expiration Date only by mutual written consent. Invesco will not have any right to reimbursement of any amount so waived or reimbursed.
For the Contractual Limits, Invesco agrees to review the then-current expense limitations for each class of each Fund listed on the Exhibits on a date prior to the Expiration Date to determine whether such limitations should be amended, continued or terminated. The expense limitations will expire upon the Expiration Date unless Invesco has agreed to continue them. The Exhibits will be amended to reflect any such agreement.
For the Voluntary Limits (listed in Exhibits A D), Invesco agrees that these are not contractual in nature and that Invesco may establish, amend and/or terminate such expense limitations at any time in its sole discretion. Any delay or failure by Invesco to update this Memorandum of Agreement with regards to the terminations, extensions, or expirations of the Voluntary Limits shall have no effect on the term of such Voluntary Limitations; the Voluntary Limitations are listed herein for informational purposes only.
It is expressly agreed that the obligations of each Trust hereunder shall not be binding upon any of the Trustees, shareholders, nominees, officers, agents or employees of the Trusts personally, but shall only bind the assets and property of each Fund, as provided in each Trusts Agreement and Declaration of Trust. The execution and delivery of this Memorandum of Agreement have been authorized by the Trustees of the Trusts, and this Memorandum of Agreement has been executed and delivered by an authorized officer of the Trusts acting as such; neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the assets and property of the Funds, as provided in each Trusts Agreement and Declaration of Trust.
IN WITNESS WHEREOF, each of the Trusts and Invesco have entered into this Memorandum of Agreement as of the Effective Dates on the attached Exhibits.
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)
INVESCO MANAGEMENT TRUST
INVESCO MUNICIPAL INCOME OPPORTUNITIES TRUST
INVESCO QUALITY MUNICIPAL INCOME TRUST
INVESCO SECURITIES TRUST
INVESCO VALUE MUNICIPAL INCOME TRUST
SHORT-TERM INVESTMENTS TRUST
on behalf of the Funds listed in the Exhibits
to this Memorandum of Agreement
By: | ||||
Title: | Senior Vice President | |||
INVESCO ADVISERS, INC. | ||||
By: |
|
|||
Title: | Senior Vice President |
2
as of October 14, 2014
EXHIBIT A RETAIL FUNDS 1
AIM Counselor Series Trust (Invesco Counselor Series Trust)
Contractual/ | Expense | Effective Date of | Expiration | |||||
Fund |
Voluntary | Limitation | Current Limit | Date | ||||
Invesco American Franchise Fund |
||||||||
Class A Shares |
Contractual | 2.00% | July 1, 2013 | June 30, 2015 | ||||
Class B Shares |
Contractual | 2.75% | July 1, 2013 | June 30, 2015 | ||||
Class C Shares |
Contractual | 2.75% | July 1, 2013 | June 30, 2015 | ||||
Class R Shares |
Contractual | 2.25% | July 1, 2013 | June 30, 2015 | ||||
Class R5 Shares |
Contractual | 1.75% | July 1, 2013 | June 30, 2015 | ||||
Class R6 Shares |
Contractual | 1.75% | July 1, 2013 | June 30, 2015 | ||||
Class Y Shares |
Contractual | 1.75% | July 1, 2013 | June 30, 2015 | ||||
Invesco California Tax-Free Income Fund |
||||||||
Class A Shares |
Contractual | 1.50% | July 1, 2012 | June 30, 2015 | ||||
Class B Shares |
Contractual | 2.00% | July 1, 2012 | June 30, 2015 | ||||
Class C Shares |
Contractual | 2.00% | July 1, 2012 | June 30, 2015 | ||||
Class Y Shares |
Contractual | 1.25% | July 1, 2012 | June 30, 2015 | ||||
Invesco Core Plus Bond Fund |
||||||||
Class A Shares |
Contractual | 0.84% | January 1, 2014 | December 31, 2014 | ||||
Class B Shares |
Contractual | 1.59% | January 1, 2014 | December 31, 2014 | ||||
Class C Shares |
Contractual | 1.59% | January 1, 2014 | December 31, 2014 | ||||
Class R Shares |
Contractual | 1.09% | January 1, 2014 | December 31, 2014 | ||||
Class R5 Shares |
Contractual | 0.59% | January 1, 2014 | December 31, 2014 | ||||
Class R6 Shares |
Contractual | 0.59% | January 1, 2014 | December 31, 2014 | ||||
Class Y Shares |
Contractual | 0.59% | January 1, 2014 | December 31, 2014 | ||||
Invesco Equally-Weighted S&P 500 Fund |
||||||||
Class A Shares |
Contractual | 2.00% | July 1, 2012 | June 30, 2015 | ||||
Class B Shares |
Contractual | 2.75% | July 1, 2012 | June 30, 2015 | ||||
Class C Shares |
Contractual | 2.75% | July 1, 2012 | June 30, 2015 | ||||
Class R Shares |
Contractual | 2.25% | July 1, 2012 | June 30, 2015 | ||||
Class R6 Shares |
Contractual | 1.75% | September 24, 2012 | June 30, 2015 | ||||
Class Y Shares |
Contractual | 1.75% | July 1, 2012 | June 30, 2015 | ||||
Invesco Equity and Income Fund |
||||||||
Class A Shares |
Contractual | 1.50% | July 1, 2012 | June 30, 2015 | ||||
Class B Shares |
Contractual | 2.25% | July 1, 2012 | June 30, 2015 | ||||
Class C Shares |
Contractual | 2.25% | July 1, 2012 | June 30, 2015 | ||||
Class R Shares |
Contractual | 1.75% | July 1, 2012 | June 30, 2015 | ||||
Class R5 Shares |
Contractual | 1.25% | July 1, 2012 | June 30, 2015 | ||||
Class R6 Shares |
Contractual | 1.25% | September 24, 2012 | June 30, 2015 | ||||
Class Y Shares |
Contractual | 1.25% | July 1, 2012 | June 30, 2015 | ||||
Invesco Floating Rate Fund |
||||||||
Class A Shares |
Contractual | 1.50% | April 14, 2006 | June 30, 2015 | ||||
Class C Shares |
Contractual | 2.00% | April 14, 2006 | June 30, 2015 | ||||
Class R Shares |
Contractual | 1.75% | April 14, 2006 | June 30, 2015 | ||||
Class R5 Shares |
Contractual | 1.25% | April 14, 2006 | June 30, 2015 | ||||
Class R6 Shares |
Contractual | 1.25% | September 24, 2012 | June 30, 2015 | ||||
Class Y Shares |
Contractual | 1.25% | October 3, 2008 | June 30, 2015 | ||||
Invesco Global Real Estate Income Fund |
||||||||
Class A Shares |
Contractual | 2.00% | July 1, 2009 | June 30, 2015 | ||||
Class B Shares |
Contractual | 2.75% | July 1, 2009 | June 30, 2015 | ||||
Class C Shares |
Contractual | 2.75% | July 1, 2009 | June 30, 2015 | ||||
Class R5 Shares |
Contractual | 1.75% | July 1, 2009 | June 30, 2015 | ||||
Class R6 Shares |
Contractual | 1.75% | September 24, 2012 | June 30, 2015 | ||||
Class Y Shares |
Contractual | 1.75% | July 1, 2009 | June 30, 2015 |
See page 16 for footnotes to Exhibit A.
3
as of October 14, 2014
Contractual/ | Expense | Effective Date of | Expiration | |||||
Fund |
Voluntary | Limitation | Current Limit | Date | ||||
Invesco Growth and Income Fund |
||||||||
Class A Shares |
Contractual | 2.00% | July 1, 2012 | June 30, 2015 | ||||
Class B Shares |
Contractual | 2.75% | July 1, 2012 | June 30, 2015 | ||||
Class C Shares |
Contractual | 2.75% | July 1, 2012 | June 30, 2015 | ||||
Class R Shares |
Contractual | 2.25% | July 1, 2012 | June 30, 2015 | ||||
Class R5 Shares |
Contractual | 1.75% | July 1, 2012 | June 30, 2015 | ||||
Class R6 Shares |
Contractual | 1.75% | September 24, 2012 | June 30, 2015 | ||||
Class Y Shares |
Contractual | 1.75% | July 1, 2012 | June 30, 2015 | ||||
Invesco Low Volatility Equity Yield Fund |
||||||||
Class A Shares |
Contractual | 2.00% | July 1, 2012 | June 30, 2015 | ||||
Class B Shares |
Contractual | 2.75% | July 1, 2012 | June 30, 2015 | ||||
Class C Shares |
Contractual | 2.75% | July 1, 2012 | June 30, 2015 | ||||
Class R Shares |
Contractual | 2.25% | July 1, 2012 | June 30, 2015 | ||||
Class R5 Shares |
Contractual | 1.75% | July 1, 2012 | June 30, 2015 | ||||
Class Y Shares |
Contractual | 1.75% | July 1, 2012 | June 30, 2015 | ||||
Investor Class Shares |
Contractual | 2.00% | July 1, 2012 | June 30, 2015 | ||||
Invesco Pennsylvania Tax Free Income Fund |
||||||||
Class A Shares |
Contractual | 1.50% | July 1, 2012 | June 30, 2015 | ||||
Class B Shares |
Contractual | 2.25% | July 1, 2012 | June 30, 2015 | ||||
Class C Shares |
Contractual | 2.25% | July 1, 2012 | June 30, 2015 | ||||
Class Y Shares |
Contractual | 1.25% | July 1, 2012 | June 30, 2015 | ||||
Invesco S&P 500 Index Fund |
||||||||
Class A Shares |
Contractual | 2.00% | July 1, 2012 | June 30, 2015 | ||||
Class B Shares |
Contractual | 2.75% | July 1, 2012 | June 30, 2015 | ||||
Class C Shares |
Contractual | 2.75% | July 1, 2012 | June 30, 2015 | ||||
Class Y Shares |
Contractual | 1.75% | July 1, 2012 | June 30, 2015 | ||||
Invesco Small Cap Discovery Fund |
||||||||
Class A Shares |
Contractual | 2.00% | July 1, 2012 | June 30, 2015 | ||||
Class B Shares |
Contractual | 2.75% | July 1, 2012 | June 30, 2015 | ||||
Class C Shares |
Contractual | 2.75% | July 1, 2012 | June 30, 2015 | ||||
Class R5 Shares |
Contractual | 1.75% | September 24, 2012 | June 30, 2015 | ||||
Class R6 Shares |
Contractual | 1.75% | September 24, 2012 | June 30, 2015 | ||||
Class Y Shares |
Contractual | 1.75% | July 1, 2012 | June 30, 2015 | ||||
Invesco Strategic Real Return Fund |
||||||||
Class A Shares |
Contractual | 0.78% | April 30, 2014 | April 30, 2015 | ||||
Class C Shares |
Contractual | 1.53% | April 30, 2014 | April 30, 2015 | ||||
Class R Shares |
Contractual | 1.03% | April 30, 2014 | April 30, 2015 | ||||
Class R5 Shares |
Contractual | 0.53% | April 30, 2014 | April 30, 2015 | ||||
Class R6 Shares |
Contractual | 0.53% | April 30, 2014 | April 30, 2015 | ||||
Class Y Shares |
Contractual | 0.53% | April 30, 2014 | April 30, 2015 | ||||
AIM Equity Funds (Invesco Equity Funds) | ||||||||
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, 2015 | ||||
Class B Shares |
Contractual | 2.75% | July 1, 2009 | June 30, 2015 | ||||
Class C Shares |
Contractual | 2.75% | July 1, 2009 | June 30, 2015 | ||||
Class R Shares |
Contractual | 2.25% | July 1, 2009 | June 30, 2015 | ||||
Class R5 Shares |
Contractual | 1.75% | July 1, 2009 | June 30, 2015 | ||||
Class R6 Shares |
Contractual | 1.75% | September 24, 2012 | June 30, 2015 | ||||
Class S Shares |
Contractual | 1.90% | September 25, 2009 | June 30, 2015 | ||||
Class Y Shares |
Contractual | 1.75% | July 1, 2009 | June 30, 2015 |
See page 16 for footnotes to Exhibit A.
4
as of October 14, 2014
Contractual/ | Expense | Effective Date of | Expiration | |||||
Fund |
Voluntary | Limitation | Current Limit | Date | ||||
Invesco Diversified Dividend Fund |
||||||||
Class A Shares |
Contractual | 2.00% | July 1, 2013 | June 30, 2015 | ||||
Class B Shares |
Contractual | 2.75% | July 1, 2013 | June 30, 2015 | ||||
Class C Shares |
Contractual | 2.75% | July 1, 2013 | June 30, 2015 | ||||
Class R Shares |
Contractual | 2.25% | July 1, 2013 | June 30, 2015 | ||||
Class R5 Shares |
Contractual | 1.75% | July 1, 2013 | June 30, 2015 | ||||
Class R6 Shares |
Contractual | 1.75% | July 1, 2013 | June 30, 2015 | ||||
Class Y Shares |
Contractual | 1.75% | July 1, 2013 | June 30, 2015 | ||||
Investor Class Shares |
Contractual | 2.00% | July 1, 2013 | June 30, 2015 | ||||
Invesco Summit Fund |
||||||||
Class A Shares |
Contractual | 2.00% | July 1, 2009 | June 30, 2015 | ||||
Class B Shares |
Contractual | 2.75% | July 1, 2009 | June 30, 2015 | ||||
Class C Shares |
Contractual | 2.75% | July 1, 2009 | June 30, 2015 | ||||
Class P Shares |
Contractual | 1.85% | July 1, 2009 | June 30, 2015 | ||||
Class R5 Shares |
Contractual | 1.75% | July 1, 2009 | June 30, 2015 | ||||
Class S Shares |
Contractual | 1.90% | September 25, 2009 | June 30, 2015 | ||||
Class Y Shares |
Contractual | 1.75% | July 1, 2009 | June 30, 2015 | ||||
AIM Funds Group (Invesco Funds Group) | ||||||||
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, 2015 | ||||
Class B Shares |
Contractual | 3.00% | July 1, 2009 | June 30, 2015 | ||||
Class C Shares |
Contractual | 3.00% | July 1, 2009 | June 30, 2015 | ||||
Class Y Shares |
Contractual | 2.00% | July 1, 2009 | June 30, 2015 | ||||
Invesco Global Core Equity Fund |
||||||||
Class A Shares |
Contractual | 2.25% | July 1, 2013 | June 30, 2015 | ||||
Class B Shares |
Contractual | 3.00% | July 1, 2013 | June 30, 2015 | ||||
Class C Shares |
Contractual | 3.00% | July 1, 2013 | June 30, 2015 | ||||
Class R Shares |
Contractual | 2.50% | July 1, 2013 | June 30, 2015 | ||||
Class R5 Shares |
Contractual | 2.00% | July 1, 2013 | June 30, 2015 | ||||
Class Y Shares |
Contractual | 2.00% | July 1, 2013 | June 30, 2015 | ||||
Invesco International Small Company Fund |
||||||||
Class A Shares |
Contractual | 2.25% | July 1, 2009 | June 30, 2015 | ||||
Class B Shares |
Contractual | 3.00% | July 1, 2009 | June 30, 2015 | ||||
Class C Shares |
Contractual | 3.00% | July 1, 2009 | June 30, 2015 | ||||
Class R5 Shares |
Contractual | 2.00% | July 1, 2009 | June 30, 2015 | ||||
Class R6 Shares |
Contractual | 2.00% | September 24, 2012 | June 30, 2015 | ||||
Class Y Shares |
Contractual | 2.00% | July 1, 2009 | June 30, 2015 | ||||
Invesco Small Cap Equity Fund |
||||||||
Class A Shares |
Contractual | 2.00% | July 1, 2009 | June 30, 2015 | ||||
Class B Shares |
Contractual | 2.75% | July 1, 2009 | June 30, 2015 | ||||
Class C Shares |
Contractual | 2.75% | July 1, 2009 | June 30, 2015 | ||||
Class R Shares |
Contractual | 2.25% | July 1, 2009 | June 30, 2015 | ||||
Class R5 Shares |
Contractual | 1.75% | July 1, 2009 | June 30, 2015 | ||||
Class R6 Shares |
Contractual | 1.75% | September 24, 2012 | June 30, 2015 | ||||
Class Y Shares |
Contractual | 1.75% | July 1, 2009 | June 30, 2015 |
See page 16 for footnotes to Exhibit A.
5
as of October 14, 2014
AIM Growth Series (Invesco Growth Series)
Contractual/ | Expense | Effective Date of | Expiration | |||||
Fund |
Voluntary | Limitation | Current Limit | Date | ||||
Invesco Alternative Strategies Fund |
||||||||
Class A Shares |
Contractual | 0.52% | October 14, 2014 | October 31, 2016 | ||||
Class C Shares |
Contractual | 1.27% | October 14, 2014 | October 31, 2016 | ||||
Class R Shares |
Contractual | 0.77% | October 14, 2014 | October 31, 2016 | ||||
Class R5 Shares |
Contractual | 0.27% | October 14, 2014 | October 31, 2016 | ||||
Class R6 Shares |
Contractual | 0.27% | October 14, 2014 | October 31, 2016 | ||||
Class Y Shares |
Contractual | 0.27% | October 14, 2014 | October 31, 2016 | ||||
Invesco Balanced-Risk Retirement 2020 Fund |
||||||||
Class A Shares |
Contractual | 0.25% | November 4, 2009 | April 30, 2015 | ||||
Class AX Shares |
Contractual | 0.25% | February 12, 2010 | April 30, 2015 | ||||
Class B Shares |
Contractual | 1.00% | November 4, 2009 | April 30, 2015 | ||||
Class C Shares |
Contractual | 1.00% | November 4, 2009 | April 30, 2015 | ||||
Class CX Shares |
Contractual | 1.00% | February 12, 2010 | April 30, 2015 | ||||
Class R Shares |
Contractual | 0.50% | November 4, 2009 | April 30, 2015 | ||||
Class R5 Shares |
Contractual | 0.00% | November 4, 2009 | April 30, 2015 | ||||
Class R6 Shares |
Contractual | 0.00% | September 24, 2012 | April 30, 2015 | ||||
Class RX Shares |
Contractual | 0.50% | February 12, 2010 | April 30, 2015 | ||||
Class Y Shares |
Contractual | 0.00% | November 4, 2009 | April 30, 2015 | ||||
Invesco Balanced-Risk Retirement 2030 Fund |
||||||||
Class A Shares |
Contractual | 0.25% | November 4, 2009 | April 30, 2015 | ||||
Class AX Shares |
Contractual | 0.25% | February 12, 2010 | April 30, 2015 | ||||
Class B Shares |
Contractual | 1.00% | November 4, 2009 | April 30, 2015 | ||||
Class C Shares |
Contractual | 1.00% | November 4, 2009 | April 30, 2015 | ||||
Class CX Shares |
Contractual | 1.00% | February 12, 2010 | April 30, 2015 | ||||
Class R Shares |
Contractual | 0.50% | November 4, 2009 | April 30, 2015 | ||||
Class R5 Shares |
Contractual | 0.00% | November 4, 2009 | April 30, 2015 | ||||
Class R6 Shares |
Contractual | 0.00% | September 24, 2012 | April 30, 2015 | ||||
Class RX Shares |
Contractual | 0.50% | February 12, 2010 | April 30, 2015 | ||||
Class Y Shares |
Contractual | 0.00% | November 4, 2009 | April 30, 2015 | ||||
Invesco Balanced-Risk Retirement 2040 Fund |
||||||||
Class A Shares |
Contractual | 0.25% | November 4, 2009 | April 30, 2015 | ||||
Class AX Shares |
Contractual | 0.25% | February 12, 2010 | April 30, 2015 | ||||
Class B Shares |
Contractual | 1.00% | November 4, 2009 | April 30, 2015 | ||||
Class C Shares |
Contractual | 1.00% | November 4, 2009 | April 30, 2015 | ||||
Class CX Shares |
Contractual | 1.00% | February 12, 2010 | April 30, 2015 | ||||
Class R Shares |
Contractual | 0.50% | November 4, 2009 | April 30, 2015 | ||||
Class R5 Shares |
Contractual | 0.00% | November 4, 2009 | April 30, 2015 | ||||
Class R6 Shares |
Contractual | 0.00% | September 24, 2012 | April 30, 2015 | ||||
Class RX Shares |
Contractual | 0.50% | February 12, 2010 | April 30, 2015 | ||||
Class Y Shares |
Contractual | 0.00% | November 4, 2009 | April 30, 2015 | ||||
Invesco Balanced-Risk Retirement 2050 Fund |
||||||||
Class A Shares |
Contractual | 0.25% | November 4, 2009 | April 30, 2015 | ||||
Class AX Shares |
Contractual | 0.25% | February 12, 2010 | April 30, 2015 | ||||
Class B Shares |
Contractual | 1.00% | November 4, 2009 | April 30, 2015 | ||||
Class C Shares |
Contractual | 1.00% | November 4, 2009 | April 30, 2015 | ||||
Class CX Shares |
Contractual | 1.00% | February 12, 2010 | April 30, 2015 | ||||
Class R Shares |
Contractual | 0.50% | November 4, 2009 | April 30, 2015 | ||||
Class R5 Shares |
Contractual | 0.00% | November 4, 2009 | April 30, 2015 | ||||
Class R6 Shares |
Contractual | 0.00% | September 24, 2012 | April 30, 2015 | ||||
Class RX Shares |
Contractual | 0.50% | February 12, 2010 | April 30, 2015 | ||||
Class Y Shares |
Contractual | 0.00% | November 4, 2009 | April 30, 2015 |
See page 16 for footnotes to Exhibit A.
6
as of October 14, 2014
Contractual/ | Expense | Effective Date of | Expiration | |||||
Fund |
Voluntary | Limitation | Current Limit | Date | ||||
Invesco Balanced-Risk Retirement Now Fund |
||||||||
Class A Shares |
Contractual | 0.25% | November 4, 2009 | April 30, 2015 | ||||
Class AX Shares |
Contractual | 0.25% | February 12, 2010 | April 30, 2015 | ||||
Class B Shares |
Contractual | 1.00% | November 4, 2009 | April 30, 2015 | ||||
Class C Shares |
Contractual | 1.00% | November 4, 2009 | April 30, 2015 | ||||
Class CX Shares |
Contractual | 1.00% | February 12, 2010 | April 30, 2015 | ||||
Class R Shares |
Contractual | 0.50% | November 4, 2009 | April 30, 2015 | ||||
Class R5 Shares |
Contractual | 0.00% | November 4, 2009 | April 30, 2015 | ||||
Class R6 Shares |
Contractual | 0.00% | September 24, 2012 | April 30, 2015 | ||||
Class RX Shares |
Contractual | 0.50% | February 12, 2010 | April 30, 2015 | ||||
Class Y Shares |
Contractual | 0.00% | November 4, 2009 | April 30, 2015 | ||||
Invesco Conservative Allocation Fund |
||||||||
Class A Shares |
Contractual | 1.50% | July 1, 2012 | June 30, 2015 | ||||
Class B Shares |
Contractual | 2.25% | July 1, 2012 | June 30, 2015 | ||||
Class C Shares |
Contractual | 2.25% | July 1, 2012 | June 30, 2015 | ||||
Class R Shares |
Contractual | 1.75% | July 1, 2012 | June 30, 2015 | ||||
Class R5 Shares |
Contractual | 1.25% | July 1, 2012 | June 30, 2015 | ||||
Class S Shares |
Contractual | 1.40% | July 1, 2012 | June 30, 2015 | ||||
Class Y Shares |
Contractual | 1.25% | July 1, 2012 | June 30, 2015 | ||||
Invesco Convertible Securities Fund |
||||||||
Class A Shares |
Contractual | 1.50% | July 1, 2012 | June 30, 2015 | ||||
Class B Shares |
Contractual | 2.25% | July 1, 2012 | June 30, 2015 | ||||
Class C Shares |
Contractual | 2.25% | July 1, 2012 | June 30, 2015 | ||||
Class R5 Shares |
Contractual | 1.25% | July 1, 2012 | June 30, 2015 | ||||
Class R6 Shares |
Contractual | 1.25% | September 24, 2012 | June 30, 2015 | ||||
Class Y Shares |
Contractual | 1.25% | July 1, 2012 | June 30, 2015 | ||||
Invesco Global Low Volatility Equity Yield Fund |
||||||||
Class A Shares |
Contractual | 2.25% | July 1, 2009 | June 30, 2015 | ||||
Class B Shares |
Contractual | 3.00% | July 1, 2009 | June 30, 2015 | ||||
Class C Shares |
Contractual | 3.00% | July 1, 2009 | June 30, 2015 | ||||
Class R Shares |
Contractual | 2.50% | July 1, 2009 | June 30, 2015 | ||||
Class R5 Shares |
Contractual | 2.00% | July 1, 2009 | June 30, 2015 | ||||
Class Y Shares |
Contractual | 2.00% | July 1, 2009 | June 30, 2015 | ||||
Invesco Growth Allocation Fund |
||||||||
Class A Shares |
Contractual | 2.00% | July 1, 2012 | June 30, 2015 | ||||
Class B Shares |
Contractual | 2.75% | July 1, 2012 | June 30, 2015 | ||||
Class C Shares |
Contractual | 2.75% | July 1, 2012 | June 30, 2015 | ||||
Class R Shares |
Contractual | 2.25% | July 1, 2012 | June 30, 2015 | ||||
Class R5 Shares |
Contractual | 1.75% | July 1, 2012 | June 30, 2015 | ||||
Class S Shares |
Contractual | 1.90% | July 1, 2012 | June 30, 2015 | ||||
Class Y Shares |
Contractual | 1.75% | July 1, 2012 | June 30, 2015 | ||||
Invesco Income Allocation Fund |
||||||||
Class A Shares |
Contractual | 0.25% | May 1, 2012 | April 30, 2015 | ||||
Class B Shares |
Contractual | 1.00% | May 1, 2012 | April 30, 2015 | ||||
Class C Shares |
Contractual | 1.00% | May 1, 2012 | April 30, 2015 | ||||
Class R Shares |
Contractual | 0.50% | May 1, 2012 | April 30, 2015 | ||||
Class R5 Shares |
Contractual | 0.00% | May 1, 2012 | April 30, 2015 | ||||
Class Y Shares |
Contractual | 0.00% | May 1, 2012 | April 30, 2015 | ||||
Invesco International Allocation Fund |
||||||||
Class A Shares |
Contractual | 2.25% | May 1, 2012 | June 30, 2015 | ||||
Class B Shares |
Contractual | 3.00% | May 1, 2012 | June 30, 2015 | ||||
Class C Shares |
Contractual | 3.00% | May 1, 2012 | June 30, 2015 | ||||
Class R Shares |
Contractual | 2.50% | May 1, 2012 | June 30, 2015 | ||||
Class R5 Shares |
Contractual | 2.00% | May 1, 2012 | June 30, 2015 | ||||
Class Y Shares |
Contractual | 2.00% | May 1, 2012 | June 30, 2015 |
See page 16 for footnotes to Exhibit A.
7
as of October 14, 2014
See page 16 for footnotes to Exhibit A.
8
as of October 14, 2014
Contractual/ | Expense | Effective Date of | Expiration | |||||
Fund |
Voluntary | Limitation | Current Limit | Date | ||||
Invesco Global Growth Fund |
||||||||
Class A Shares |
Contractual | 2.25% | January 1, 2013 | June 30, 2015 | ||||
Class B Shares |
Contractual | 3.00% | January 1, 2013 | June 30, 2015 | ||||
Class C Shares |
Contractual | 3.00% | January 1, 2013 | June 30, 2015 | ||||
Class R5 Shares |
Contractual | 2.00% | January 1, 2013 | June 30, 2015 | ||||
Class R6 Shares |
Contractual | 2.00% | January 1, 2013 | June 30, 2015 | ||||
Class Y Shares |
Contractual | 2.00% | January 1, 2013 | June 30, 2015 | ||||
Invesco Global Opportunities Fund |
||||||||
Class A Shares |
Contractual | 1.36% | August 1, 2012 | February 28, 2015 | ||||
Class C Shares |
Contractual | 2.11% | August 1, 2012 | February 28, 2015 | ||||
Class R Shares |
Contractual | 1.61% | August 1, 2012 | February 28, 2015 | ||||
Class R5 Shares |
Contractual | 1.11% | August 1, 2012 | February 28, 2015 | ||||
Class R6 Shares |
Contractual | 1.11% | September 24, 2012 | February 28, 2015 | ||||
Class Y Shares |
Contractual | 1.11% | August 1, 2012 | February 28, 2015 | ||||
Invesco Global Small & Mid Cap Growth Fund |
||||||||
Class A Shares |
Contractual | 2.25% | July 1, 2009 | June 30, 2015 | ||||
Class B Shares |
Contractual | 3.00% | July 1, 2009 | June 30, 2015 | ||||
Class C Shares |
Contractual | 3.00% | July 1, 2009 | June 30, 2015 | ||||
Class R5 Shares |
Contractual | 2.00% | July 1, 2009 | June 30, 2015 | ||||
Class Y Shares |
Contractual | 2.00% | July 1, 2009 | June 30, 2015 | ||||
Invesco International Core Equity Fund |
||||||||
Class A Shares |
Contractual | 2.25% | July 1, 2009 | June 30, 2015 | ||||
Class B Shares |
Contractual | 3.00% | July 1, 2009 | June 30, 2015 | ||||
Class C Shares |
Contractual | 3.00% | July 1, 2009 | June 30, 2015 | ||||
Class R Shares |
Contractual | 2.50% | July 1, 2009 | June 30, 2015 | ||||
Class R5 Shares |
Contractual | 2.00% | July 1, 2009 | June 30, 2015 | ||||
Class R6 Shares |
Contractual | 2.00% | September 24, 2012 | June 30, 2015 | ||||
Class Y Shares |
Contractual | 2.00% | July 1, 2009 | June 30, 2015 | ||||
Investor Class Shares |
Contractual | 2.25% | July 1, 2009 | June 30, 2015 | ||||
Invesco International Growth Fund |
||||||||
Class A Shares |
Contractual | 2.25% | July 1, 2013 | June 30, 2015 | ||||
Class B Shares |
Contractual | 3.00% | July 1, 2013 | June 30, 2015 | ||||
Class C Shares |
Contractual | 3.00% | July 1, 2013 | June 30, 2015 | ||||
Class R Shares |
Contractual | 2.50% | July 1, 2013 | June 30, 2015 | ||||
Class R5 Shares |
Contractual | 2.00% | July 1, 2013 | June 30, 2015 | ||||
Class R6 Shares |
Contractual | 2.00% | July 1, 2013 | June 30, 2015 | ||||
Class Y Shares |
Contractual | 2.00% | July 1, 2013 | June 30, 2015 | ||||
Invesco Select Opportunities Fund |
||||||||
Class A Shares |
Contractual | 1.51% | August 1, 2012 | February 28, 2015 | ||||
Class C Shares |
Contractual | 2.26% | August 1, 2012 | February 28, 2015 | ||||
Class R Shares |
Contractual | 1.76% | August 1, 2012 | February 28, 2015 | ||||
Class R5 Shares |
Contractual | 1.26% | August 1, 2012 | February 28, 2015 | ||||
Class R6 Shares |
Contractual | 1.26% | September 24, 2012 | February 28, 2015 | ||||
Class Y Shares |
Contractual | 1.26% | August 1, 2012 | February 28, 2015 | ||||
AIM Investment Funds (Invesco Investment Funds) | ||||||||
Contractual/ | Expense | Effective Date of | Expiration | |||||
Fund |
Voluntary | Limitation | Current Limit | Date | ||||
Invesco All Cap Market Neutral Fund |
||||||||
Class A Shares |
Contractual | 1.62% | December 17, 2013 | December 31, 2015 | ||||
Class C Shares |
Contractual | 2.37% | December 17, 2013 | December 31, 2015 | ||||
Class R Shares |
Contractual | 1.87% | December 17, 2013 | December 31, 2015 | ||||
Class R5 Shares |
Contractual | 1.37% | December 17, 2013 | December 31, 2015 | ||||
Class R6 Shares |
Contractual | 1.37% | December 17, 2013 | December 31, 2015 | ||||
Class Y Shares |
Contractual | 1.37% | December 17, 2013 | December 31, 2015 |
See page 16 for footnotes to Exhibit A.
9
as of October 14, 2014
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, 2015 | ||||
Class B Shares |
Contractual | 2.75% | July 1, 2012 | June 30, 2015 | ||||
Class C Shares |
Contractual | 2.75% | July 1, 2012 | June 30, 2015 | ||||
Class R Shares |
Contractual | 2.25% | July 1, 2012 | June 30, 2015 | ||||
Class R5 Shares |
Contractual | 1.75% | July 1, 2012 | June 30, 2015 | ||||
Class R6 Shares |
Contractual | 1.75% | September 24, 2012 | June 30, 2015 | ||||
Class Y Shares |
Contractual | 1.75% | July 1, 2012 | June 30, 2015 | ||||
Invesco Balanced-Risk Commodity Strategy Fund 4 |
||||||||
Class A Shares |
Contractual | 2.00% | July 1, 2014 | June 30, 2015 | ||||
Class B Shares |
Contractual | 2.75% | July 1, 2014 | June 30, 2015 | ||||
Class C Shares |
Contractual | 2.75% | July 1, 2014 | June 30, 2015 | ||||
Class R Shares |
Contractual | 2.25% | July 1, 2014 | June 30, 2015 | ||||
Class R5 Shares |
Contractual | 1.75% | July 1, 2014 | June 30, 2015 | ||||
Class R6 Shares |
Contractual | 1.75% | July 1, 2014 | June 30, 2015 | ||||
Class Y Shares |
Contractual | 1.75% | July 1, 2014 | June 30, 2015 | ||||
Invesco China Fund |
||||||||
Class A Shares |
Contractual | 2.25% | July 1, 2009 | June 30, 2015 | ||||
Class B Shares |
Contractual | 3.00% | July 1, 2009 | June 30, 2015 | ||||
Class C Shares |
Contractual | 3.00% | July 1, 2009 | June 30, 2015 | ||||
Class R5 Shares |
Contractual | 2.00% | July 1, 2009 | June 30, 2015 | ||||
Class Y Shares |
Contractual | 2.00% | July 1, 2009 | June 30, 2015 | ||||
Invesco Developing Markets Fund |
||||||||
Class A Shares |
Contractual | 2.25% | July 1, 2012 | June 30, 2015 | ||||
Class B Shares |
Contractual | 3.00% | July 1, 2012 | June 30, 2015 | ||||
Class C Shares |
Contractual | 3.00% | July 1, 2012 | June 30, 2015 | ||||
Class R5 Shares |
Contractual | 2.00% | July 1, 2012 | June 30, 2015 | ||||
Class R6 Shares |
Contractual | 2.00% | September 24, 2012 | June 30, 2015 | ||||
Class Y Shares |
Contractual | 2.00% | July 1, 2012 | June 30, 2015 | ||||
Invesco Emerging Markets Equity Fund |
||||||||
Class A Shares |
Contractual | 1.85% | May 11, 2011 | February 28, 2015 | ||||
Class C Shares |
Contractual | 2.60% | May 11, 2011 | February 28, 2015 | ||||
Class R Shares |
Contractual | 2.10% | May 11, 2011 | February 28, 2015 | ||||
Class R5 Shares |
Contractual | 1.60% | May 11, 2011 | February 28, 2015 | ||||
Class R6 Shares |
Contractual | 1.60% | September 24, 2012 | February 28, 2015 | ||||
Class Y Shares |
Contractual | 1.60% | May 11, 2011 | February 28, 2015 | ||||
Invesco Emerging Market Local Currency Debt Fund |
||||||||
Class A Shares |
Contractual | 1.24% | June 14, 2010 | February 28, 2015 | ||||
Class B Shares |
Contractual | 1.99% | June 14, 2010 | February 28, 2015 | ||||
Class C Shares |
Contractual | 1.99% | June 14, 2010 | February 28, 2015 | ||||
Class R Shares |
Contractual | 1.49% | June 14, 2010 | February 28, 2015 | ||||
Class Y Shares |
Contractual | 0.99% | June 14, 2010 | February 28, 2015 | ||||
Class R5 Shares |
Contractual | 0.99% | June 14, 2010 | February 28, 2015 | ||||
Class R6 Shares |
Contractual | 0.99% | September 24, 2012 | February 28, 2015 | ||||
Invesco Endeavor Fund |
||||||||
Class A Shares |
Contractual | 2.00% | July 1, 2009 | June 30, 2015 | ||||
Class B Shares |
Contractual | 2.75% | July 1, 2009 | June 30, 2015 | ||||
Class C Shares |
Contractual | 2.75% | July 1, 2009 | June 30, 2015 | ||||
Class R Shares |
Contractual | 2.25% | July 1, 2009 | June 30, 2015 | ||||
Class R5 Shares |
Contractual | 1.75% | July 1, 2009 | June 30, 2015 | ||||
Class R6 Shares |
Contractual | 1.75% | September 24, 2012 | June 30, 2015 | ||||
Class Y Shares |
Contractual | 1.75% | July 1, 2009 | June 30, 2015 |
See page 16 for footnotes to Exhibit A.
10
as of October 14, 2014
Contractual/ | Expense | Effective Date of | Expiration | |||||
Fund |
Voluntary | Limitation | Current Limit | Date | ||||
Invesco Global Health Care Fund |
||||||||
Class A Shares |
Contractual | 2.00% | July 1, 2012 | June 30, 2015 | ||||
Class B Shares |
Contractual | 2.75% | July 1, 2012 | June 30, 2015 | ||||
Class C Shares |
Contractual | 2.75% | July 1, 2012 | June 30, 2015 | ||||
Class Y Shares |
Contractual | 1.75% | July 1, 2012 | June 30, 2015 | ||||
Investor Class Shares |
Contractual | 2.00% | July 1, 2012 | June 30, 2015 | ||||
Invesco Global Infrastructure Fund |
||||||||
Class A Shares |
Contractual | 1.40% | May 2, 2014 | May 31, 2015 | ||||
Class C Shares |
Contractual | 2.15% | May 2, 2014 | May 31, 2015 | ||||
Class R Shares |
Contractual | 1.65% | May 2, 2014 | May 31, 2015 | ||||
Class Y Shares |
Contractual | 1.15% | May 2, 2014 | May 31, 2015 | ||||
Class R5 Shares |
Contractual | 1.15% | May 2, 2014 | May 31, 2015 | ||||
Class R6 Shares |
Contractual | 1.15% | May 2, 2014 | May 31, 2015 | ||||
Invesco Global Markets Strategy Fund 5 |
||||||||
Class A Shares |
Contractual | 1.80% | December 17, 2013 | February 28, 2015 | ||||
Class C Shares |
Contractual | 2.55% | December 17, 2013 | February 28, 2015 | ||||
Class R Shares |
Contractual | 2.05% | December 17, 2013 | February 28, 2015 | ||||
Class R5 Shares |
Contractual | 1.55% | December 17, 2013 | February 28, 2015 | ||||
Class R6 Shares |
Contractual | 1.55% | December 17, 2013 | February 28, 2015 | ||||
Class Y Shares |
Contractual | 1.55% | December 17, 2013 | February 28, 2015 | ||||
Invesco Global Market Neutral Fund |
||||||||
Class A Shares |
Contractual | 1.62% | December 17, 2013 | December 31, 2015 | ||||
Class C Shares |
Contractual | 2.37% | December 17, 2013 | December 31, 2015 | ||||
Class R Shares |
Contractual | 1.87% | December 17, 2013 | December 31, 2015 | ||||
Class R5 Shares |
Contractual | 1.37% | December 17, 2013 | December 31, 2015 | ||||
Class R6 Shares |
Contractual | 1.37% | December 17, 2013 | December 31, 2015 | ||||
Class Y Shares |
Contractual | 1.37% | December 17, 2013 | December 31, 2015 | ||||
Invesco Global Targeted Returns Fund 6 |
||||||||
Class A Shares |
Contractual | 1.71% | December 17, 2013 | December 31, 2015 | ||||
Class C Shares |
Contractual | 2.46% | December 17, 2013 | December 31, 2015 | ||||
Class R Shares |
Contractual | 1.96% | December 17, 2013 | December 31, 2015 | ||||
Class R5 Shares |
Contractual | 1.46% | December 17, 2013 | December 31, 2015 | ||||
Class R6 Shares |
Contractual | 1.46% | December 17, 2013 | December 31, 2015 | ||||
Class Y Shares |
Contractual | 1.46% | December 17, 2013 | December 31, 2015 | ||||
Invesco International Total Return Fund |
||||||||
Class A Shares |
Contractual | 1.10% | March 31, 2006 | February 28, 2015 | ||||
Class B Shares |
Contractual | 1.85% | March 31, 2006 | February 28, 2015 | ||||
Class C Shares |
Contractual | 1.85% | March 31, 2006 | February 28, 2015 | ||||
Class R5 Shares |
Contractual | 0.85% | October 3, 2008 | February 28, 2015 | ||||
Class R6 Shares |
Contractual | 0.85% | September 24, 2012 | February 28, 2015 | ||||
Class Y Shares |
Contractual | 0.85% | March 31, 2006 | February 28, 2015 | ||||
Invesco Long/Short Equity Fund |
||||||||
Class A Shares |
Contractual | 1.87% | December 17, 2013 | December 31, 2015 | ||||
Class C Shares |
Contractual | 2.62% | December 17, 2013 | December 31, 2015 | ||||
Class R Shares |
Contractual | 2.12% | December 17, 2013 | December 31, 2015 | ||||
Class R5 Shares |
Contractual | 1.62% | December 17, 2013 | December 31, 2015 | ||||
Class R6 Shares |
Contractual | 1.62% | December 17, 2013 | December 31, 2015 | ||||
Class Y Shares |
Contractual | 1.62% | December 17, 2013 | December 31, 2015 | ||||
Invesco Low Volatility Emerging Markets Fund |
||||||||
Class A Shares |
Contractual | 1.72% | December 17, 2013 | December 31, 2015 | ||||
Class C Shares |
Contractual | 2.47% | December 17, 2013 | December 31, 2015 | ||||
Class R Shares |
Contractual | 1.97% | December 17, 2013 | December 31, 2015 | ||||
Class R5 Shares |
Contractual | 1.47% | December 17, 2013 | December 31, 2015 | ||||
Class R6 Shares |
Contractual | 1.47% | December 17, 2013 | December 31, 2015 | ||||
Class Y Shares |
Contractual | 1.47% | December 17, 2013 | December 31, 2015 |
See page 16 for footnotes to Exhibit A.
11
as of October 14, 2014
Contractual/ | Expense | Effective Date of | Expiration | |||||
Fund |
Voluntary | Limitation | Current Limit | Date | ||||
Invesco MLP Fund |
||||||||
Class A Shares |
Contractual | 1.50% | August 29, 2014 | May 31, 2015 | ||||
Class C Shares |
Contractual | 2.25% | August 29, 2014 | May 31, 2015 | ||||
Class R Shares |
Contractual | 1.75% | August 29, 2014 | May 31, 2015 | ||||
Class R5 Shares |
Contractual | 1.25% | August 29, 2014 | May 31, 2015 | ||||
Class R6 Shares |
Contractual | 1.25% | August 29, 2014 | May 31, 2015 | ||||
Class Y Shares |
Contractual | 1.25% | August 29, 2014 | May 31, 2015 | ||||
Invesco Macro International Equity Fund |
||||||||
Class A Shares |
Contractual | 1.43% | December 17, 2013 | December 31, 2015 | ||||
Class C Shares |
Contractual | 2.18% | December 17, 2013 | December 31, 2015 | ||||
Class R Shares |
Contractual | 1.68% | December 17, 2013 | December 31, 2015 | ||||
Class R5 Shares |
Contractual | 1.18% | December 17, 2013 | December 31, 2015 | ||||
Class R6 Shares |
Contractual | 1.18% | December 17, 2013 | December 31, 2015 | ||||
Class Y Shares |
Contractual | 1.18% | December 17, 2013 | December 31, 2015 | ||||
Invesco Macro Long/Short Fund |
||||||||
Class A Shares |
Contractual | 1.87% | December 17, 2013 | December 31, 2015 | ||||
Class C Shares |
Contractual | 2.62% | December 17, 2013 | December 31, 2015 | ||||
Class R Shares |
Contractual | 2.12% | December 17, 2013 | December 31, 2015 | ||||
Class R5 Shares |
Contractual | 1.62% | December 17, 2013 | December 31, 2015 | ||||
Class R6 Shares |
Contractual | 1.62% | December 17, 2013 | December 31, 2015 | ||||
Class Y Shares |
Contractual | 1.62% | December 17, 2013 | December 31, 2015 | ||||
Invesco Pacific Growth Fund |
||||||||
Class A Shares |
Contractual | 2.25% | July 1, 2012 | June 30, 2015 | ||||
Class B Shares |
Contractual | 3.00% | July 1, 2012 | June 30, 2015 | ||||
Class C Shares |
Contractual | 3.00% | July 1, 2012 | June 30, 2015 | ||||
Class R Shares |
Contractual | 2.50% | July 1, 2012 | June 30, 2015 | ||||
Class R5 Shares |
Contractual | 2.00% | July 1, 2012 | June 30, 2015 | ||||
Class Y Shares |
Contractual | 2.00% | July 1, 2012 | June 30, 2015 | ||||
Invesco Premium Income Fund |
||||||||
Class A Shares |
Contractual | 0.89% | December 13, 2011 | February 28, 2015 | ||||
Class C Shares |
Contractual | 1.64% | December 13, 2011 | February 28, 2015 | ||||
Class R Shares |
Contractual | 1.14% | December 13, 2011 | February 28, 2015 | ||||
Class R5 Shares |
Contractual | 0.64% | December 13, 2011 | February 28, 2015 | ||||
Class R6 Shares |
Contractual | 0.64% | September 24, 2012 | February 28, 2015 | ||||
Class Y Shares |
Contractual | 0.64% | December 13, 2011 | February 28, 2015 | ||||
Invesco Select Companies Fund |
||||||||
Class A Shares |
Contractual | 2.00% | July 1, 2009 | June 30, 2015 | ||||
Class B Shares |
Contractual | 2.75% | July 1, 2009 | June 30, 2015 | ||||
Class C Shares |
Contractual | 2.75% | July 1, 2009 | June 30, 2015 | ||||
Class R Shares |
Contractual | 2.25% | July 1, 2009 | June 30, 2015 | ||||
Class R5 Shares |
Contractual | 1.75% | July 1, 2009 | June 30, 2015 | ||||
Class Y Shares |
Contractual | 1.75% | July 1, 2009 | June 30, 2015 | ||||
Invesco Strategic Income Fund |
||||||||
Class A Shares |
Contractual | 0.82% | May 2, 2014 | May 31, 2015 | ||||
Class C Shares |
Contractual | 1.57% | May 2, 2014 | May 31, 2015 | ||||
Class R Shares |
Contractual | 1.07% | May 2, 2014 | May 31, 2015 | ||||
Class Y Shares |
Contractual | 0.57% | May 2, 2014 | May 31, 2015 | ||||
Class R5 Shares |
Contractual | 0.57% | May 2, 2014 | May 31, 2015 | ||||
Class R6 Shares |
Contractual | 0.57% | May 2, 2014 | May 31, 2015 | ||||
Invesco Unconstrained Bond Fund |
||||||||
Class A Shares |
Contractual | 1.03% | October 14, 2014 | September 30, 2015 | ||||
Class C Shares |
Contractual | 1.78% | October 14, 2014 | September 30, 2015 | ||||
Class R Shares |
Contractual | 1.28% | October 14, 2014 | September 30, 2015 | ||||
Class Y Shares |
Contractual | 0.78% | October 14, 2014 | September 30, 2015 | ||||
Class R5 Shares |
Contractual | 0.78% | October 14, 2014 | September 30, 2015 | ||||
Class R6 Shares |
Contractual | 0.78% | October 14, 2014 | September 30, 2015 |
See page 16 for footnotes to Exhibit A.
12
as of October 14, 2014
AIM Investment Securities Funds (Invesco Investment Securities Funds)
Contractual/ | Expense | Effective Date of | Expiration | |||||
Fund |
Voluntary | Limitation | Current Limit | Date | ||||
Invesco Corporate Bond Fund |
||||||||
Class A Shares |
Contractual | 1.50% | July 1, 2012 | June 30, 2015 | ||||
Class B Shares |
Contractual | 2.25% | July 1, 2012 | June 30, 2015 | ||||
Class C Shares |
Contractual | 2.25% | July 1, 2012 | June 30, 2015 | ||||
Class R Shares |
Contractual | 1.75% | July 1, 2012 | June 30, 2015 | ||||
Class R5 Shares |
Contractual | 1.25% | July 1, 2012 | June 30, 2015 | ||||
Class R6 Shares |
Contractual | 1.25% | September 24, 2012 | June 30, 2015 | ||||
Class Y Shares |
Contractual | 1.25% | July 1, 2012 | June 30, 2015 | ||||
Invesco Global Real Estate Fund |
||||||||
Class A Shares |
Contractual | 2.00% | July 1, 2009 | June 30, 2015 | ||||
Class B Shares |
Contractual | 2.75% | July 1, 2009 | June 30, 2015 | ||||
Class C Shares |
Contractual | 2.75% | July 1, 2009 | June 30, 2015 | ||||
Class R Shares |
Contractual | 2.25% | July 1, 2009 | June 30, 2015 | ||||
Class R5 Shares |
Contractual | 1.75% | July 1, 2009 | June 30, 2015 | ||||
Class R6 Shares |
Contractual | 1.75% | September 24, 2012 | June 30, 2015 | ||||
Class Y Shares |
Contractual | 1.75% | July 1, 2009 | June 30, 2015 | ||||
Invesco High Yield Fund |
||||||||
Class A Shares |
Contractual | 1.50% | July 1, 2013 | June 30, 2015 | ||||
Class B Shares |
Contractual | 2.25% | July 1, 2013 | June 30, 2015 | ||||
Class C Shares |
Contractual | 2.25% | July 1, 2013 | June 30, 2015 | ||||
Class R5 Shares |
Contractual | 1.25% | July 1, 2013 | June 30, 2015 | ||||
Class R6 Shares |
Contractual | 1.25% | July 1, 2013 | June 30, 2015 | ||||
Class Y Shares |
Contractual | 1.25% | July 1, 2013 | June 30, 2015 | ||||
Investor Class Shares |
Contractual | 1.50% | July 1, 2013 | June 30, 2015 | ||||
Invesco Limited Maturity Treasury Fund |
||||||||
Class A Shares |
Contractual | 1.50% | July 1, 2012 | June 30, 2015 | ||||
Class A2 Shares |
Contractual | 1.40% | July 1, 2012 | June 30, 2015 | ||||
Class R5 Shares |
Contractual | 1.25% | July 1, 2012 | June 30, 2015 | ||||
Class Y Shares |
Contractual | 1.25% | July 1, 2012 | June 30, 2015 | ||||
Invesco Real Estate Fund |
||||||||
Class A Shares |
Contractual | 2.00% | July 1, 2012 | June 30, 2015 | ||||
Class B Shares |
Contractual | 2.75% | July 1, 2012 | June 30, 2015 | ||||
Class C Shares |
Contractual | 2.75% | July 1, 2012 | June 30, 2015 | ||||
Class R Shares |
Contractual | 2.25% | July 1, 2012 | June 30, 2015 | ||||
Class R5 Shares |
Contractual | 1.75% | July 1, 2012 | June 30, 2015 | ||||
Class R6 Shares |
Contractual | 1.75% | September 24, 2012 | June 30, 2015 | ||||
Class Y Shares |
Contractual | 1.75% | July 1, 2012 | June 30, 2015 | ||||
Investor Class Shares |
Contractual | 2.00% | July 1, 2012 | June 30, 2015 | ||||
Invesco Short Term Bond Fund |
||||||||
Class A Shares |
Contractual | 1.40% | July 1, 2013 | June 30, 2015 | ||||
Class C Shares |
Contractual | 1.75% 2 | July 1, 2013 | June 30, 2015 | ||||
Class R Shares |
Contractual | 1.75% | July 1, 2013 | June 30, 2015 | ||||
Class R5 Shares |
Contractual | 1.25% | July 1, 2013 | June 30, 2015 | ||||
Class R6 Shares |
Contractual | 1.25% | July 1, 2013 | June 30, 2015 | ||||
Class Y Shares |
Contractual | 1.25% | July 1, 2013 | June 30, 2015 | ||||
Invesco U.S. Government Fund |
||||||||
Class A Shares |
Contractual | 1.50% | July 1, 2012 | June 30, 2015 | ||||
Class B Shares |
Contractual | 2.25% | July 1, 2012 | June 30, 2015 | ||||
Class C Shares |
Contractual | 2.25% | July 1, 2012 | June 30, 2015 | ||||
Class R Shares |
Contractual | 1.75% | July 1, 2012 | June 30, 2015 | ||||
Class R5 Shares |
Contractual | 1.25% | July 1, 2012 | June 30, 2015 | ||||
Class Y Shares |
Contractual | 1.25% | July 1, 2012 | June 30, 2015 | ||||
Investor Class Shares |
Contractual | 1.50% | July 1, 2012 | June 30, 2015 |
See page 16 for footnotes to Exhibit A.
13
as of October 14, 2014
AIM Sector Funds (Invesco Sector Funds)
Contractual/ | Expense | Effective Date of | Expiration | |||||
Fund |
Voluntary | Limitation | Current Limit | Date | ||||
Invesco American Value Fund |
||||||||
Class A Shares |
Contractual | 2.00% | July 1, 2013 | June 30, 2015 | ||||
Class B Shares |
Contractual | 2.75% | July 1, 2013 | June 30, 2015 | ||||
Class C Shares |
Contractual | 2.75% | July 1, 2013 | June 30, 2015 | ||||
Class R Shares |
Contractual | 2.25% | July 1, 2013 | June 30, 2015 | ||||
Class R5 Shares |
Contractual | 1.75% | July 1, 2013 | June 30, 2015 | ||||
Class R6 Shares |
Contractual | 1.75% | July 1, 2013 | June 30, 2015 | ||||
Class Y Shares |
Contractual | 1.75% | July 1, 2013 | June 30, 2015 | ||||
Invesco Comstock Fund |
||||||||
Class A Shares |
Contractual | 2.00% | July 1, 2012 | June 30, 2015 | ||||
Class B Shares |
Contractual | 2.75% | July 1, 2012 | June 30, 2015 | ||||
Class C Shares |
Contractual | 2.75% | July 1, 2012 | June 30, 2015 | ||||
Class R Shares |
Contractual | 2.25% | July 1, 2012 | June 30, 2015 | ||||
Class R5 Shares |
Contractual | 1.75% | July 1, 2012 | June 30, 2015 | ||||
Class R6 Shares |
Contractual | 1.75% | September 24, 2012 | June 30, 2015 | ||||
Class Y Shares |
Contractual | 1.75% | July 1, 2012 | June 30, 2015 | ||||
Invesco Energy Fund |
||||||||
Class A Shares |
Contractual | 2.00% | July 1, 2009 | June 30, 2015 | ||||
Class B Shares |
Contractual | 2.75% | July 1, 2009 | June 30, 2015 | ||||
Class C Shares |
Contractual | 2.75% | July 1, 2009 | June 30, 2015 | ||||
Class R5 Shares |
Contractual | 1.75% | July 1, 2009 | June 30, 2015 | ||||
Class Y Shares |
Contractual | 1.75% | July 1, 2009 | June 30, 2015 | ||||
Investor Class Shares |
Contractual | 2.00% | July 1, 2009 | June 30, 2015 | ||||
Invesco Dividend Income Fund |
||||||||
Class A Shares |
Contractual | 1.10% | February 6, 2013 | August 31, 2014 | ||||
Class B Shares |
Contractual | 1.85% | February 6, 2013 | August 31, 2014 | ||||
Class C Shares |
Contractual | 1.85% | February 6, 2013 | August 31, 2014 | ||||
Class R5 Shares |
Contractual | 0.85% | February 6, 2013 | August 31, 2014 | ||||
Class R6 Shares |
Contractual | 0.85% | February 6, 2013 | August 31, 2014 | ||||
Class Y Shares |
Contractual | 0.85% | February 6, 2013 | August 31, 2014 | ||||
Investor Class Shares |
Contractual | 1.10% | February 6, 2013 | August 31, 2014 | ||||
Invesco Dividend Income Fund |
||||||||
Class A Shares |
Contractual | 1.14% | September 1, 2014 | August 31, 2015 | ||||
Class B Shares |
Contractual | 1.89% | September 1, 2014 | August 31, 2015 | ||||
Class C Shares |
Contractual | 1.89% | September 1, 2014 | August 31, 2015 | ||||
Class R5 Shares |
Contractual | 0.89% | September 1, 2014 | August 31, 2015 | ||||
Class R6 Shares |
Contractual | 0.89% | September 1, 2014 | August 31, 2015 | ||||
Class Y Shares |
Contractual | 0.89% | September 1, 2014 | August 31, 2015 | ||||
Investor Class Shares |
Contractual | 1.14% | September 1, 2014 | August 31, 2015 | ||||
Invesco Gold & Precious Metals Fund |
||||||||
Class A Shares |
Contractual | 2.00% | July 1, 2009 | June 30, 2015 | ||||
Class B Shares |
Contractual | 2.75% | July 1, 2009 | June 30, 2015 | ||||
Class C Shares |
Contractual | 2.75% | July 1, 2009 | June 30, 2015 | ||||
Class Y Shares |
Contractual | 1.75% | July 1, 2009 | June 30, 2015 | ||||
Investor Class Shares |
Contractual | 2.00% | July 1, 2009 | June 30, 2015 | ||||
Invesco Mid Cap Growth Fund |
||||||||
Class A Shares |
Contractual | 1.15% | July 15, 2013 | July 31, 2015 | ||||
Class B Shares |
Contractual | 1.90% | July 15, 2013 | July 31, 2015 | ||||
Class C Shares |
Contractual | 1.90% | July 15, 2013 | July 31, 2015 | ||||
Class R Shares |
Contractual | 1.40% | July 15, 2013 | July 31, 2015 | ||||
Class R5 Shares |
Contractual | 0.90% | July 15, 2013 | July 31, 2015 | ||||
Class R6 Shares |
Contractual | 0.90% | July 15, 2013 | July 31, 2015 | ||||
Class Y Shares |
Contractual | 0.90% | July 15, 2013 | July 31, 2015 |
See page 16 for footnotes to Exhibit A.
14
as of October 14, 2014
Contractual/ | Expense | Effective Date of | Expiration | |||||
Fund |
Voluntary | Limitation | Current Limit | Date | ||||
Invesco Small Cap Value Fund |
||||||||
Class A Shares |
Contractual | 2.00% | July 1, 2012 | June 30, 2015 | ||||
Class B Shares |
Contractual | 2.75% | July 1, 2012 | June 30, 2015 | ||||
Class C Shares |
Contractual | 2.75% | July 1, 2012 | June 30, 2015 | ||||
Class Y Shares |
Contractual | 1.75% | July 1, 2012 | June 30, 2015 | ||||
Invesco Technology Fund |
||||||||
Class A Shares |
Contractual | 2.00% | July 1, 2012 | June 30, 2015 | ||||
Class B Shares |
Contractual | 2.75% | July 1, 2012 | June 30, 2015 | ||||
Class C Shares |
Contractual | 2.75% | July 1, 2012 | June 30, 2015 | ||||
Class R5 Shares |
Contractual | 1.75% | July 1, 2012 | June 30, 2015 | ||||
Class Y Shares |
Contractual | 1.75% | July 1, 2012 | June 30, 2015 | ||||
Investor Class Shares |
Contractual | 2.00% | July 1, 2012 | June 30, 2015 | ||||
Invesco Technology Sector Fund |
||||||||
Class A Shares |
Contractual | 2.00% | February 12, 2010 | June 30, 2015 | ||||
Class B Shares |
Contractual | 2.75% | February 12, 2010 | June 30, 2015 | ||||
Class C Shares |
Contractual | 2.75% | February 12, 2010 | June 30, 2015 | ||||
Class Y Shares |
Contractual | 1.75% | February 12, 2010 | June 30, 2015 | ||||
Invesco Value Opportunities Fund |
||||||||
Class A Shares |
Contractual | 2.00% | July 1, 2012 | June 30, 2015 | ||||
Class B Shares |
Contractual | 2.75% | July 1, 2012 | June 30, 2015 | ||||
Class C Shares |
Contractual | 2.75% | July 1, 2012 | June 30, 2015 | ||||
Class R Shares |
Contractual | 2.25% | July 1, 2012 | June 30, 2015 | ||||
Class R5 Shares |
Contractual | 1.75% | July 1, 2012 | June 30, 2015 | ||||
Class Y Shares |
Contractual | 1.75% | July 1, 2012 | June 30, 2015 | ||||
AIM Tax-Exempt Funds (Invesco Tax-Exempt Funds) | ||||||||
Contractual/ | Expense | Effective Date of | Expiration | |||||
Fund |
Voluntary | Limitation | Current Limit | Date | ||||
Invesco High Yield Municipal Fund |
||||||||
Class A Shares |
Contractual | 1.50% | July 1, 2012 | June 30, 2015 | ||||
Class B Shares |
Contractual | 2.25% | July 1, 2012 | June 30, 2015 | ||||
Class C Shares |
Contractual | 2.25% | July 1, 2012 | June 30, 2015 | ||||
Class R5 Shares |
Contractual | 1.25% | July 1, 2012 | June 30, 2015 | ||||
Class Y Shares |
Contractual | 1.25% | July 1, 2012 | June 30, 2015 | ||||
Invesco Intermediate Term Municipal Income Fund |
||||||||
Class A Shares |
Contractual | 0.80% | July 1, 2013 | June 30, 2015 | ||||
Class B Shares |
Contractual | 1.55% | July 1, 2013 | June 30, 2015 | ||||
Class C Shares |
Contractual | 1.55% | July 1, 2013 | June 30, 2015 | ||||
Class Y Shares |
Contractual | 0.55% | July 1, 2013 | June 30, 2015 | ||||
Invesco Municipal Income Fund |
||||||||
Class A Shares |
Contractual | 1.50% | July 1, 2013 | June 30, 2015 | ||||
Class B Shares |
Contractual | 2.25% | July 1, 2013 | June 30, 2015 | ||||
Class C Shares |
Contractual | 2.25% | July 1, 2013 | June 30, 2015 | ||||
Class Y Shares |
Contractual | 1.25% | July 1, 2013 | June 30, 2015 | ||||
Investor Class |
Contractual | 1.50% | July 15, 2013 | June 30, 2015 | ||||
Invesco New York Tax Free Income Fund |
||||||||
Class A Shares |
Contractual | 1.50% | July 1, 2012 | June 30, 2015 | ||||
Class B Shares |
Contractual | 2.25% | July 1, 2012 | June 30, 2015 | ||||
Class C Shares |
Contractual | 2.25% | July 1, 2012 | June 30, 2015 | ||||
Class Y Shares |
Contractual | 1.25% | July 1, 2012 | June 30, 2015 |
See page 16 for footnotes to Exhibit A.
15
as of October 14, 2014
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, 2015 | ||||
Class A2 Shares |
Contractual | 1.25% | July 1, 2012 | June 30, 2015 | ||||
Class C Shares |
Contractual | 2.25% | June 30, 2013 | June 30, 2015 | ||||
Class R5 Shares |
Contractual | 1.25% | July 1, 2012 | June 30, 2015 | ||||
Class Y Shares |
Contractual | 1.25% | July 1, 2012 | June 30, 2015 | ||||
Invesco Management Trust | ||||||||
Contractual/ | Expense | Effective Date of | Expiration | |||||
Fund |
Voluntary | Limitation | Current Limit | Date | ||||
Invesco Conservative Income Fund |
||||||||
Institutional Class |
Contractual | 0.28% | July 1, 2014 | June 30, 2015 | ||||
Invesco Securities Trust | ||||||||
Contractual/ | Expense | Effective Date of | Expiration | |||||
Fund |
Voluntary | Limitation | Current Limit | Date | ||||
Invesco Balanced-Risk Aggressive Allocation Fund |
Contractual | 1.15% | January 16, 2013 | February 28, 2015 |
See page 16 for footnotes to Exhibit A.
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. |
5 | Includes waived fees or reimbursed expenses that Invesco receives from Invesco Cayman Commodity Fund V, Ltd. |
6 | Includes waived fees or reimbursed expenses that Invesco receives from Invesco Cayman Commodity Fund VII, Ltd. |
16
as of October 14, 2014
EXHIBIT B INSTITUTIONAL MONEY MARKET FUNDS 1,2
Short-Term Investments Trust
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, 2014 | ||||
Corporate Class |
Contractual | 0.17% | July 1, 2009 | December 31, 2014 | ||||
Institutional Class |
Contractual | 0.14% | July 1, 2009 | December 31, 2014 | ||||
Personal Investment Class |
Contractual | 0.69% 2 | July 1, 2009 | December 31, 2014 | ||||
Private Investment Class |
Contractual | 0.44% 2 | July 1, 2009 | December 31, 2014 | ||||
Reserve Class |
Contractual | 1.01% 2 | July 1, 2009 | December 31, 2014 | ||||
Resource Class |
Contractual | 0.30% 2 | July 1, 2009 | December 31, 2014 | ||||
Government TaxAdvantage Portfolio |
||||||||
Cash Management Class |
Contractual | 0.22% 2 | July 1, 2009 | December 31, 2014 | ||||
Corporate Class |
Contractual | 0.17% | July 1, 2009 | December 31, 2014 | ||||
Institutional Class |
Contractual | 0.14% | July 1, 2009 | December 31, 2014 | ||||
Personal Investment Class |
Contractual | 0.69% 2 | July 1, 2009 | December 31, 2014 | ||||
Private Investment Class |
Contractual | 0.39% 2 | July 1, 2009 | December 31, 2014 | ||||
Reserve Class |
Contractual | 1.01% 2 | July 1, 2009 | December 31, 2014 | ||||
Resource Class |
Contractual | 0.30% 2 | July 1, 2009 | December 31, 2014 | ||||
Liquid Assets Portfolio |
||||||||
Cash Management Class |
Contractual | 0.22% 2 | July 1, 2009 | December 31, 2014 | ||||
Corporate Class |
Contractual | 0.17% | July 1, 2009 | December 31, 2014 | ||||
Institutional Class |
Contractual | 0.14% | July 1, 2009 | December 31, 2014 | ||||
Personal Investment Class |
Contractual | 0.69% 2 | July 1, 2009 | December 31, 2014 | ||||
Private Investment Class |
Contractual | 0.44% 2 | July 1, 2009 | December 31, 2014 | ||||
Reserve Class |
Contractual | 1.01% 2 | July 1, 2009 | December 31, 2014 | ||||
Resource Class |
Contractual | 0.34% | July 1, 2009 | December 31, 2014 | ||||
STIC Prime Portfolio |
||||||||
Cash Management Class |
Contractual | 0.22% 2 | July 1, 2009 | December 31, 2014 | ||||
Corporate Class |
Contractual | 0.17% | July 1, 2009 | December 31, 2014 | ||||
Institutional Class |
Contractual | 0.14% | July 1, 2009 | December 31, 2014 | ||||
Personal Investment Class |
Contractual | 0.69% 2 | July 1, 2009 | December 31, 2014 | ||||
Private Investment Class |
Contractual | 0.44% 2 | July 1, 2009 | December 31, 2014 | ||||
Reserve Class |
Contractual | 1.01% 2 | July 1, 2009 | December 31, 2014 | ||||
Resource Class |
Contractual | 0.30% 2 | July 1, 2009 | December 31, 2014 | ||||
Tax-Free Cash Reserve Portfolio 3 |
||||||||
Cash Management Class |
Contractual | 0.33% 2 | July 1, 2009 | December 31, 2014 | ||||
Corporate Class |
Contractual | 0.28% | July 1, 2009 | December 31, 2014 | ||||
Institutional Class |
Contractual | 0.25% | July 1, 2009 | December 31, 2014 | ||||
Personal Investment Class |
Contractual | 0.80% 2 | July 1, 2009 | December 31, 2014 | ||||
Private Investment Class |
Contractual | 0.50% 2 | July 1, 2009 | December 31, 2014 | ||||
Reserve Class |
Contractual | 1.12% 2 | July 1, 2009 | December 31, 2014 | ||||
Resource Class |
Contractual | 0.41% 2 | July 1, 2009 | December 31, 2014 | ||||
Treasury Portfolio |
||||||||
Cash Management Class |
Contractual | 0.22% 2 | July 1, 2009 | December 31, 2014 | ||||
Corporate Class |
Contractual | 0.17% | July 1, 2009 | December 31, 2014 | ||||
Institutional Class |
Contractual | 0.14% | July 1, 2009 | December 31, 2014 | ||||
Personal Investment Class |
Contractual | 0.69% 2 | July 1, 2009 | December 31, 2014 | ||||
Private Investment Class |
Contractual | 0.44% 2 | July 1, 2009 | December 31, 2014 | ||||
Reserve Class |
Contractual | 1.01% 2 | July 1, 2009 | December 31, 2014 | ||||
Resource Class |
Contractual | 0.30% 2 | July 1, 2009 | December 31, 2014 |
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. |
17
as of October 14, 2014
EXHIBIT C VARIABLE INSURANCE FUNDS
AIM Variable Insurance Funds (Invesco Variable Insurance Funds)
Contractual/ | Expense | Effective Date of | Expiration | |||||
Fund |
Voluntary | Limitation | Current Limit | Date | ||||
Invesco V.I. American Franchise Fund |
||||||||
Series I Shares |
Contractual | 2.00% | July 1, 2014 | June 30, 2015 | ||||
Series II Shares |
Contractual | 2.25% | July 1, 2014 | June 30, 2015 | ||||
Invesco V.I. American Value Fund |
||||||||
Series I Shares |
Contractual | 2.00% | July 1, 2012 | June 30, 2015 | ||||
Series II Shares |
Contractual | 2.25% | July 1, 2012 | June 30, 2015 | ||||
Invesco V.I. Balanced-Risk Allocation Fund 1 |
||||||||
Series I Shares |
Contractual | 0.76% | May 1, 2014 | April 30, 2015 | ||||
Series II Shares |
Contractual | 1.01% | May 1, 2014 | April 30, 2015 | ||||
Invesco V.I. Comstock Fund |
||||||||
Series I Shares |
Contractual | 0.78% | May 1, 2013 | April 30, 2015 | ||||
Series II Shares |
Contractual | 1.03% | May 1, 2013 | April 30, 2015 | ||||
Invesco V.I. Core Equity Fund |
||||||||
Series I Shares |
Contractual | 2.00% | May 1, 2013 | June 30, 2015 | ||||
Series II Shares |
Contractual | 2.25% | May 1, 2013 | June 30, 2015 | ||||
Invesco V.I. Diversified Dividend Fund |
||||||||
Series I Shares |
Contractual | 2.00% | May 1, 2013 | June 30, 2015 | ||||
Series II Shares |
Contractual | 2.25% | May 1, 2013 | June 30, 2015 | ||||
Invesco V.I. Diversified Income Fund |
||||||||
Series I Shares |
Contractual | 0.75% | July 1, 2005 | April 30, 2015 | ||||
Series II Shares |
Contractual | 1.00% | July 1, 2005 | April 30, 2015 | ||||
Invesco V.I. Equally-Weighted S&P 500 Fund |
||||||||
Series I Shares |
Contractual | 2.00% | July 1, 2012 | June 30, 2015 | ||||
Series II Shares |
Contractual | 2.25% | July 1, 2012 | June 30, 2015 | ||||
Invesco V.I. Equity and Income Fund |
||||||||
Series I Shares |
Contractual | 1.50% | July 1, 2012 | June 30, 2015 | ||||
Series II Shares |
Contractual | 1.75% | July 1, 2012 | June 30, 2015 | ||||
Invesco V.I. Global Core Equity Fund |
||||||||
Series I Shares |
Contractual | 2.25% | July 1, 2012 | June 30, 2015 | ||||
Series II Shares |
Contractual | 2.50% | July 1, 2012 | June 30, 2015 | ||||
1 Includes waived fees or reimbursed expenses that Invesco receives from Invesco Cayman Commodity Fund IV, Ltd. |
||||||||
Invesco V.I. Global Health Care Fund |
||||||||
Series I Shares |
Contractual | 2.00% | May 1, 2013 | June 30, 2015 | ||||
Series II Shares |
Contractual | 2.25% | May 1, 2013 | June 30, 2015 | ||||
Invesco V.I. Global Real Estate Fund |
||||||||
Series I Shares |
Contractual | 2.00% | May 1, 2013 | June 30, 2015 | ||||
Series II Shares |
Contractual | 2.25% | May 1, 2013 | June 30, 2015 |
18
as of October 14, 2014
Contractual/ | Expense | Effective Date of | Expiration | |||||
Fund |
Voluntary | Limitation | Current Limit | Date | ||||
Invesco V.I. Government Securities Fund |
||||||||
Series I Shares |
Contractual | 1.50% | May 1, 2013 | June 30, 2015 | ||||
Series II Shares |
Contractual | 1.75% | May 1, 2013 | June 30, 2015 | ||||
Invesco V.I. Growth and Income Fund |
||||||||
Series I Shares |
Contractual | 0.78% | May 1, 2013 | April 30, 2015 | ||||
Series II Shares |
Contractual | 1.03% | May 1, 2013 | April 30, 2015 | ||||
Invesco V.I. High Yield Fund |
||||||||
Series I Shares |
Contractual | 1.50% | May 1, 2014 | June 30, 2015 | ||||
Series II Shares |
Contractual | 1.75% | May 1, 2014 | June 30, 2015 | ||||
Invesco V.I. International Growth Fund |
||||||||
Series I Shares |
Contractual | 2.25% | July 1, 2012 | June 30, 2015 | ||||
Series II Shares |
Contractual | 2.50% | July 1, 2012 | June 30, 2015 | ||||
Invesco V.I. Managed Volatility Fund |
||||||||
Series I Shares |
Contractual | 1.03% | April 30, 2014 | April 30, 2015 | ||||
Series II Shares |
Contractual | 1.28% | April 30, 2014 | April 30, 2015 | ||||
Invesco V.I. Mid Cap Core Equity Fund |
||||||||
Series I Shares |
Contractual | 2.00% | May 1, 2013 | June 30, 2015 | ||||
Series II Shares |
Contractual | 2.25% | May 1, 2013 | June 30, 2015 | ||||
Invesco V.I. Mid Cap Growth Fund |
||||||||
Series I Shares |
Contractual | 2.00% | July 1, 2014 | June 30, 2015 | ||||
Series II Shares |
Contractual | 2.25% | July 1, 2014 | June 30, 2015 | ||||
Invesco V.I. Money Market Fund |
||||||||
Series I Shares |
Contractual | 1.50% | May 1, 2013 | June 30, 2015 | ||||
Series II Shares |
Contractual | 1.75% | May 1, 2013 | June 30, 2015 | ||||
Invesco V.I. S&P 500 Index Fund |
||||||||
Series I Shares |
Contractual | 2.00% | July 1, 2012 | June 30, 2015 | ||||
Series II Shares |
Contractual | 2.25% | July 1, 2012 | June 30, 2015 | ||||
Invesco V.I. Small Cap Equity Fund |
||||||||
Series I Shares |
Contractual | 2.00% | May 1, 2013 | June 30, 2015 | ||||
Series II Shares |
Contractual | 2.25% | May 1, 2013 | June 30, 2015 | ||||
Invesco V.I. Technology Fund |
||||||||
Series I Shares |
Contractual | 2.00% | May 1, 2013 | June 30, 2015 | ||||
Series II Shares |
Contractual | 2.25% | May 1, 2013 | June 30, 2015 | ||||
Invesco V.I. Value Opportunities Fund |
||||||||
Series I Shares |
Contractual | 2.00% | May 1, 2013 | June 30, 2015 | ||||
Series II Shares |
Contractual | 2.25% | May 1, 2013 | June 30, 2015 |
19
as of October 14, 2014
EXHIBIT D CLOSED-END FUNDS
Invesco Municipal Income Opportunities Trust
Fund |
Contractual/
Voluntary |
Expense
Limitation |
Effective Date of
Current Limit |
Expiration
Date |
||||
Invesco Municipal Income Opportunities Trust |
Contractual | 0.67% | August 27, 2012 | August 31, 2014 |
Invesco Quality Municipal Income Trust
Fund |
Contractual/
Voluntary |
Expense
Limitation |
Effective Date of
Current Limit |
Expiration
Date |
||||
Invesco Quality Municipal Income Trust |
Contractual | 0.50% | October 15, 2012 | October 31, 2014 |
Invesco Value Municipal Income Trust
Fund |
Contractual/
Voluntary |
Expense
Limitation |
Effective Date of
Current Limit |
Expiration
Date |
||||
Invesco Value Municipal Income Trust |
Contractual | 0.46% | October 15, 2012 | October 31, 2014 |
20
MEMORANDUM OF AGREEMENT
(Advisory Fee Waivers)
This Memorandum of Agreement is entered into as of the effective date on the attached Exhibit A and B (each an Exhibit or, collectively the Exhibits), between 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 Treasurers Series Trust (Invesco Treasurers Series Trust), AIM Variable Insurance Funds (Invesco Variable Insurance Funds), Invesco Management Trust, Invesco Municipal Income Opportunities Trust, Invesco Quality Municipal Income Trust, Invesco Securities Trust and Invesco Value Municipal Income Trust (each a Trust or, collectively, the Trusts), on behalf of the funds listed on the Exhibits to this Memorandum of Agreement (the Funds), and Invesco Advisers, Inc. (Invesco). Invesco shall and hereby agrees to waive fees of the Funds, on behalf of their respective classes as applicable, severally and not jointly, as indicated in the Exhibits.
For and in consideration of the mutual terms and agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Invesco agrees that until at least the expiration date set forth on Exhibit A (the Expiration Date) and with respect to those Funds listed on the Exhibit, Invesco will waive its advisory fees at the rate set forth on the Exhibit.
For and in consideration of the mutual terms and agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Trusts and Invesco agree as follows:
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. |
For purposes of the paragraph above, the following terms shall have the following meanings:
(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 the Expiration Date without 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. |
The Boards of Trustees and Invesco may terminate or modify this Memorandum of Agreement prior to the Expiration Date only by mutual written consent. Invesco will not have any right to reimbursement of any amount so waived or reimbursed.
Subject to the foregoing paragraphs, Invesco agrees to review the then-current waivers for each class of the Funds listed on the Exhibits on a date prior to the Expiration Date to determine whether such waivers should be amended, continued or terminated. The waivers will expire upon the Expiration Date unless Invesco has agreed to continue them. The Exhibits will be amended to reflect any such agreement.
It is expressly agreed that the obligations of the Trusts hereunder shall not be binding upon any of the Trustees, shareholders, nominees, officers, agents or employees of the Trusts personally, but shall only bind the assets and property of the Funds, as provided in each Trusts Agreement and Declaration of Trust. The execution and delivery of this Memorandum of Agreement have been authorized by the Trustees of each Trust, and this Memorandum of Agreement has been executed and delivered by an authorized officer of each Trust acting as such; neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the assets and property of the Funds, as provided in each Trusts Agreement and Declaration of Trust.
IN WITNESS WHEREOF, each of the Trusts, on behalf of itself and its Funds listed in Exhibit A and B to this Memorandum of Agreement, and Invesco have entered into this Memorandum of Agreement as of the Effective Date on the attached Exhibits.
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 TREASURERS SERIES TRUST (INVESCO TREASURERS SERIES TRUST)
AIM VARIABLE INSURANCE FUNDS (INVESCO VARIABLE INSURANCE FUNDS)
INVESCO MANAGEMENT TRUST
INVESCO MUNICIPAL INCOME OPPORTUNITIES TRUST
INVESCO QUALITY MUNICIPAL INCOME TRUST
INVESCO SECURITIES TRUST
INVESCO VALUE MUNICIPAL INCOME TRUST
on behalf of the Funds listed in the Exhibit
to this Memorandum of Agreement
By: |
|
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Title: | Senior Vice President | |||
INVESCO ADVISERS, INC. | ||||
By: |
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Title: | Senior Vice President |
Exhibit A to Advisory Fee MOA
AIM Counselor Series Trust (Invesco Counselor Series Trust) |
Waiver Description |
Effective Date |
Expiration
|
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Invesco Strategic Real Return Fund |
Invesco will waive advisory fees in an amount equal to the advisory fees earned on underlying affiliated investments | 4/30/2014 | 06/30/2016 | |||
AIM Investment Funds (Invesco Investment Funds |
Waiver Description |
Effective Date |
Expiration
|
|||
Invesco Global Targeted Returns Fund |
Invesco will waive advisory fees in an amount equal to the advisory fees earned on underlying affiliated investments | 12/17/2013 | 06/30/2016 | |||
Invesco Strategic Income Fund | Invesco will waive advisory fees in an amount equal to the advisory fees earned on underlying affiliated investments | 5/2/2014 | 06/30/2016 | |||
AIM Treasurers Series Trust (Invesco Treasurers Series Trust) |
Waiver Description |
Effective Date |
Expiration
|
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Premier Portfolio |
Invesco will waive advisory fees in the amount of 0.07% of the Funds average daily net assets | 2/1/2011 | 12/31/2014 | |||
Premier U.S. Government Money Portfolio |
Invesco will waive advisory fees in the amount of 0.07% of the Funds average daily net assets | 2/1/2011 | 12/31/2014 |
EXHIBIT B
AIM COUNSELOR SERIES TRUST (INVESCO COUNSELOR SERIES TRUST)
PORTFOLIO |
EFFECTIVE DATE | COMMITTED UNTIL | ||
Invesco American Franchise Fund |
February 12, 2010 | June 30, 2016 | ||
Invesco California Tax-Free Income Fund |
February 12, 2010 | June 30, 2016 | ||
Invesco Core Plus Bond Fund |
June 2, 2009 | June 30, 2016 | ||
Invesco Equally-Weighted S&P 500 Fund |
February 12, 2010 | June 30, 2016 | ||
Invesco Equity and Income Fund |
February 12, 2010 | June 30, 2016 | ||
Invesco Floating Rate Fund |
July 1, 2007 | June 30, 2016 | ||
Invesco Global Real Estate Income Fund |
July 1, 2007 | June 30, 2016 | ||
Invesco Growth and Income Fund |
February 12, 2010 | June 30, 2016 | ||
Invesco Low Volatility Equity Yield Fund |
July 1, 2007 | June 30, 2016 | ||
Invesco Pennsylvania Tax Free Income Fund |
February 12, 2010 | June 30, 2016 | ||
Invesco S&P 500 Index Fund |
February 12, 2010 | June 30, 2016 | ||
Invesco Small Cap Discovery Fund |
February 12, 2010 | June 30, 2016 | ||
Invesco Strategic Real Return Fund |
April 30, 2014 | June 30, 2016 |
AIM EQUITY FUNDS (INVESCO EQUITY FUNDS)
PORTFOLIO |
EFFECTIVE DATE | COMMITTED UNTIL | ||
Invesco Charter Fund |
July 1, 2007 | June 30, 2016 | ||
Invesco Diversified Dividend Fund |
July 1, 2007 | June 30, 2016 | ||
Invesco Summit Fund |
July 1, 2007 | June 30, 2016 |
AIM FUNDS GROUP (INVESCO FUNDS GROUP)
FUND |
EFFECTIVE DATE | COMMITTED UNTIL | ||
Invesco European Small Company Fund |
July 1, 2007 | June 30, 2016 | ||
Invesco Global Core Equity Fund |
July 1, 2007 | June 30, 2016 | ||
Invesco International Small Company Fund |
July 1, 2007 | June 30, 2016 | ||
Invesco Small Cap Equity Fund |
July 1, 2007 | June 30, 2016 |
AIM GROWTH SERIES (INVESCO GROWTH SERIES)
FUND |
EFFECTIVE DATE | COMMITTED UNTIL | ||
Invesco Alternative Strategies Fund |
October 14, 2014 | June 30, 2016 | ||
Invesco Convertible Securities Fund |
February 12, 2010 | June 30, 2016 | ||
Invesco Global Low Volatility Equity Yield Fund |
July 1, 2007 | June 30, 2016 | ||
Invesco Mid Cap Core Equity Fund |
July 1, 2007 | June 30, 2016 | ||
Invesco Multi-Asset Inflation Fund |
October 14, 2014 | June 30, 2016 | ||
Invesco Small Cap Growth Fund |
July 1, 2007 | June 30, 2016 | ||
Invesco U.S. Mortgage Fund |
February 12, 2010 | June 30, 2016 |
AIM INTERNATIONAL MUTUAL FUNDS (INVESCO INTERNATIONAL MUTUAL FUNDS)
FUND |
EFFECTIVE DATE | COMMITTED UNTIL | ||
Invesco Asia Pacific Growth Fund |
July 1, 2007 | June 30, 2016 | ||
Invesco European Growth Fund |
July 1, 2007 | June 30, 2016 | ||
Invesco Global Growth Fund |
July 1, 2007 | June 30, 2016 | ||
Invesco Global Opportunities Fund |
August 3, 2012 | June 30, 2016 | ||
Invesco Global Small & Mid Cap Growth Fund |
July 1, 2007 | June 30, 2016 | ||
Invesco International Core Equity Fund |
July 1, 2007 | June 30, 2016 | ||
Invesco International Growth Fund |
July 1, 2007 | June 30, 2016 | ||
Invesco Select Opportunities Fund |
August 3, 2012 | June 30, 2016 |
AIM INVESTMENT FUNDS (INVESCO INVESTMENT FUNDS)
FUND |
EFFECTIVE DATE | COMMITTED UNTIL | ||
Invesco All Cap Market Neutral Fund |
December 17, 2013 | June 30, 2016 | ||
Invesco Balanced-Risk Allocation Fund 1 |
May 29, 2009 | June 30, 2016 | ||
Invesco Balanced-Risk Commodity Strategy Fund 2 |
November 29, 2010 | June 30, 2016 | ||
Invesco China Fund |
July 1, 2007 | June 30, 2016 | ||
Invesco Developing Markets Fund |
July 1, 2007 | June 30, 2016 | ||
Invesco Emerging Markets Equity Fund |
May 11, 2011 | June 30, 2016 | ||
Invesco Emerging Market Local Currency Debt Fund |
June 14, 2010 | June 30, 2016 | ||
Invesco Endeavor Fund |
July 1, 2007 | June 30, 2016 | ||
Invesco Global Health Care Fund |
July 1, 2007 | June 30, 2016 | ||
Invesco Global Infrastructure Fund |
May 2, 2014 | June 30, 2016 | ||
Invesco Global Market Neutral Fund |
December 17, 2013 | June 30, 2016 | ||
Invesco Global Markets Strategy Fund 3 |
September 25, 2012 | June 30, 2016 | ||
Invesco Global Targeted Returns Fund 4 |
December 17, 2013 | June 30, 2016 | ||
Invesco International Total Return Fund |
July 1, 2007 | June 30, 2016 | ||
Invesco Long/Short Equity Fund |
December 17, 2013 | June 30, 2016 | ||
Invesco Low Volatility Emerging Markets Fund |
December 17, 2013 | June 30, 2016 | ||
Invesco Macro International Equity Fund |
December 17, 2013 | June 30, 2016 | ||
Invesco Macro Long/Short Fund |
December 17, 2013 | June 30, 2016 | ||
Invesco MLP Fund |
August 29, 2014 | June 30, 2016 | ||
Invesco Pacific Growth Fund |
February 12, 2010 | June 30, 2016 | ||
Invesco Premium Income Fund |
December 13, 2011 | June 30, 2016 | ||
Invesco Select Companies Fund |
July 1, 2007 | June 30, 2016 | ||
Invesco Strategic Income Fund |
May 2, 2014 | June 30, 2016 | ||
Invesco Unconstrained Bond Fund |
October 14, 2014 | June 30, 2016 |
AIM INVESTMENT SECURITIES FUNDS (INVESCO INVESTMENT SECURITIES FUNDS)
FUND |
EFFECTIVE DATE | COMMITTED UNTIL | ||
Invesco Corporate Bond Fund |
February 12, 2010 | June 30, 2016 | ||
Invesco Global Real Estate Fund |
July 1, 2007 | June 30, 2016 | ||
Invesco High Yield Fund |
July 1, 2007 | June 30, 2016 | ||
Invesco Limited Maturity Treasury Fund |
July 1, 2007 | June 30, 2016 | ||
Invesco Money Market Fund |
July 1, 2007 | June 30, 2016 | ||
Invesco Real Estate Fund |
July 1, 2007 | June 30, 2016 | ||
Invesco Short Term Bond Fund |
July 1, 2007 | June 30, 2016 | ||
Invesco U.S. Government Fund |
July 1, 2007 | June 30, 2016 |
1 | 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. |
2 | 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. |
3 | Advisory fees to be waived by Invesco for Invesco Global Markets 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 V, Ltd. invests. |
4 | Advisory fees to be waived by Invesco for Invesco Global Targeted Returns Fund also include advisory fees that Invesco receives on the Uninvested Cash from the Affiliated Money Market Fund in which Invesco Cayman Commodity Fund VII, Ltd. invests. |
AIM SECTOR FUNDS (INVESCO SECTOR FUNDS)
FUND |
EFFECTIVE DATE | COMMITTED UNTIL | ||
Invesco American Value Fund |
February 12, 2010 | June 30, 2016 | ||
Invesco Comstock Fund |
February 12, 2010 | June 30, 2016 | ||
Invesco Energy Fund |
July 1, 2007 | June 30, 2016 | ||
Invesco Dividend Income Fund |
July 1, 2007 | June 30, 2016 | ||
Invesco Gold & Precious Metals Fund |
July 1, 2007 | June 30, 2016 | ||
Invesco Mid Cap Growth Fund |
February 12, 2010 | June 30, 2016 | ||
Invesco Small Cap Value Fund |
February 12, 2010 | June 30, 2016 | ||
Invesco Technology Fund |
July 1, 2007 | June 30, 2016 | ||
Invesco Technology Sector Fund |
February 12, 2010 | June 30, 2016 | ||
Invesco Value Opportunities Fund |
February 12, 2010 | June 30, 2016 |
AIM TAX-EXEMPT FUNDS (INVESCO TAX-EXEMPT FUNDS)
FUND |
EFFECTIVE DATE | COMMITTED UNTIL | ||
Invesco High Yield Municipal Fund |
February 12, 2010 | June 30, 2016 | ||
Invesco Intermediate Term Municipal Income Fund |
February 12, 2010 | June 30, 2016 | ||
Invesco Municipal Income Fund |
February 12, 2010 | June 30, 2016 | ||
Invesco New York Tax Free Income Fund |
February 12, 2010 | June 30, 2016 | ||
Invesco Tax-Exempt Cash Fund |
July 1, 2007 | June 30, 2016 | ||
Invesco Tax-Free Intermediate Fund |
July 1, 2007 | June 30, 2016 |
AIM VARIABLE INSURANCE FUNDS (INVESCO VARIABLE INSURANCE FUNDS)
FUND |
EFFECTIVE DATE | COMMITTED UNTIL | ||
Invesco V.I. American Franchise Fund |
February 12, 2010 | June 30, 2016 | ||
Invesco V.I. American Value Fund |
February 12, 2010 | June 30, 2016 | ||
Invesco V.I. Balanced-Risk Allocation Fund 5 |
December 22, 2010 | June 30, 2016 | ||
Invesco V.I. Comstock Fund |
February 12, 2010 | June 30, 2016 | ||
Invesco V.I. Core Equity Fund |
July 1, 2007 | June 30, 2016 | ||
Invesco V.I. Diversified Dividend Fund |
February 12, 2010 | June 30, 2016 | ||
Invesco V.I. Diversified Income Fund |
July 1, 2007 | June 30, 2016 | ||
Invesco V.I. Equally-Weighted S&P 500 Fund |
February 12, 2010 | June 30, 2016 | ||
Invesco V.I. Equity and Income Fund |
February 12, 2010 | June 30, 2016 | ||
Invesco V.I. Global Core Equity Fund |
February 12, 2010 | June 30, 2016 | ||
Invesco V.I. Global Health Care Fund |
July 1, 2007 | June 30, 2016 | ||
Invesco V.I. Global Real Estate Fund |
July 1, 2007 | June 30, 2016 | ||
Invesco V.I. Government Securities Fund |
July 1, 2007 | June 30, 2016 | ||
Invesco V.I. Growth and Income Fund |
February 12, 2010 | June 30, 2016 | ||
Invesco V.I. High Yield Fund |
July 1, 2007 | June 30, 2016 | ||
Invesco V.I. International Growth Fund |
July 1, 2007 | June 30, 2016 | ||
Invesco V.I. Managed Volatility Fund |
July 1, 2007 | June 30, 2016 | ||
Invesco V.I. Mid Cap Core Equity Fund |
July 1, 2007 | June 30, 2016 | ||
Invesco V.I. Mid Cap Growth Fund |
February 12, 2010 | June 30, 2016 | ||
Invesco V.I. Money Market Fund |
July 1, 2007 | June 30, 2016 | ||
Invesco V.I. S&P 500 Index Fund |
February 12, 2010 | June 30, 2016 | ||
Invesco V.I. Small Cap Equity Fund |
July 1, 2007 | June 30, 2016 | ||
Invesco V.I. Technology Fund |
July 1, 2007 | June 30, 2016 | ||
Invesco V.I. Value Opportunities Fund |
July 1, 2007 | June 30, 2016 |
5 | Advisory fees to be waived by Invesco for Invesco V.I. 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 IV, Ltd. invests. |
INVESCO SECURITIES TRUST
FUND |
EFFECTIVE DATE | COMMITTED UNTIL | ||
Invesco Balanced-Risk Aggressive Allocation Fund |
January 16, 2013 | June 30, 2016 |
INVESCO MANAGEMENT TRUST
FUND |
EFFECTIVE DATE | COMMITTED UNTIL | ||
Invesco Conservative Income Fund |
July 1, 2014 | June 30, 2016 |
CLOSED-END FUNDS
FUND |
EFFECTIVE DATE | COMMITTED UNTIL | ||
Invesco Municipal Income Opportunities Trust |
June 1, 2010 | June 30, 2016 | ||
Invesco Quality Municipal Income Trust |
June 1, 2010 | June 30, 2016 | ||
Invesco Value Municipal Income Trust |
June 1, 2010 | June 30, 2016 |
|
Stradley Ronon Stevens & Young, LLP
2600 One Commerce Square
Philadelphia, PA 19103-7098
Telephone 215.564.8000
Fax 215.564.8120
www.stradley.com |
September 26, 2014
AIM Investment Funds (Invesco Investment Funds)
11 Greenway Plaza, Suite 1000
Houston, TX 77046-1173
Re: | AIM INVESTMENT FUNDS (INVESCO INVESTMENT FUNDS) |
Registration Statement on Form N-1A |
Ladies and Gentlemen:
We have acted as counsel to AIM Investment Funds (Invesco Investment Funds), a statutory trust organized under the laws of the State of Delaware (the Trust) and registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end, series management investment company.
This opinion is given in connection with the filing by the Trust of Post-Effective Amendment No. 144 to the Registration Statement on Form N-1A under the Securities Act of 1933, as amended, and Amendment No. 145 to such Registration Statement under the 1940 Act (the Registration Statement), relating to, among other matters, the registration of an indefinite number of Class A, C, R, R5, R6 and Y shares of beneficial interest, par value $0.01 per share (the Shares), of Invesco Unconstrained Bond Fund (the Fund).
In connection with giving this opinion, we have examined copies of the Trusts Amended and Restated Certificate of Trust, as filed with the Secretary of State of Delaware, Amended and Restated Agreement and Declaration of Trust, as amended (the Trust Agreement), Amended and Restated Bylaws of the Trust, as amended (the Bylaws), resolutions of the Board of Trustees of the Trust adopted on June 17 18, 2014 and September 15 17, 2014 (the Resolutions), and a Good Standing Certificate dated September 25, 2014, from the Secretary of State of Delaware, and originals or copies, certified or otherwise identified to our satisfaction, of such other documents and records as we have deemed necessary or advisable for purposes of this opinion. As to various questions of fact material to our opinion, we have relied upon information provided by officers of the Trust.
We have assumed the following for purposes of this opinion:
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 the 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. |
Both the Delaware Statutory Trust Act, as amended, and the Trust Agreement provide that shareholders of the Trust shall be entitled to the same limitation on personal liability as is extended under the Delaware General Corporation Law, as amended, to stockholders of private corporations for profit. There is a remote possibility, however, that, under certain circumstances, shareholders of a Delaware statutory trust may be held personally liable for that trusts obligations to the extent that the courts of another state that does not recognize such limited liability were to apply the laws of such state to a controversy involving such obligations. The Trust Agreement also provides for indemnification out of property of the Fund for all loss and expense of any shareholder held personally liable for the obligations of the Fund. Therefore, the risk of any shareholder incurring financial loss beyond his investment due to shareholder liability is limited to circumstances in which the Fund is unable to meet its obligations and the express limitation of shareholder liabilities is determined by a court of competent jurisdiction not to be effective.
Based on and subject to the foregoing, we are of the opinion that the Shares have been duly authorized and, when sold, issued and paid for as described in the then current prospectus and statement of additional information for the Fund, will be validly issued, fully paid and nonassessable.
We express no opinion concerning the laws of any jurisdiction other than the federal laws of the United States of America and the laws of the State of Delaware applicable to trusts formed under the Delaware Statutory Trust Act, as amended, excluding securities or blue sky laws of the State of Delaware.
We consent to the filing of this opinion with the U.S. Securities and Exchange Commission as an exhibit to the Registration Statement and to the use of our name and to the reference to our firm under the caption Investment Advisory and Other Services Other Service Providers Counsel to the Trust in the statement of additional information for the Fund, which is included in the Registration Statement.
Very truly yours,
STRADLEY RONON STEVENS & YOUNG, LLP |
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By: | /s/ Matthew R. DiClemente | |
Matthew R. DiClemente, a Partner |
|
PO Box 4333 Houston, TX 77210-4333 11 Greenway Plaza, Suite 1000 Houston, TX 77046-1173
713 626 1919 www.invesco.com/us |
October 7, 2014
Board of Trustees
AIM Investment Funds (Invesco Investment Funds) (the Trust)
11 Greenway Plaza, Suite 1000
Houston, Texas 77046-1173
Re: | Initial Capital Investment in New Portfolio of the Trust |
Ladies and Gentlemen:
We are purchasing shares of the Invesco Unconstrained Bond Fund (the Fund), a new series portfolio of the Trust, for the purpose of providing initial investment for the Fund. The purpose of this letter is to set out our understanding of the conditions of and our promises and representations concerning this investment.
We hereby agree to purchase shares equal to the following dollar amount for the Fund:
FUND AND CLASS |
AMOUNT | PURCHASE DATE | ||||||
Initial investment as sole shareholder |
||||||||
Invesco Unconstrained Bond Fund |
||||||||
Class A |
$ | 10.00 | October 7, 2014 | |||||
Class C |
$ | 10.00 | October 7, 2014 | |||||
Class R |
$ | 10.00 | October 7, 2014 | |||||
Class Y |
$ | 10.00 | October 7, 2014 | |||||
Class R5 |
$ | 10.00 | October 7, 2014 | |||||
Class R6 |
$ | 10.00 | October 7, 2014 |
Initial investment for the purpose of commencing operations
Invesco Unconstrained Bond Fund |
$ | 25,000,000 | October 10, 2014 | |||||
Class A |
$ | 12,480,000 | October 10, 2014 | |||||
Class C |
$ | 10,000 | October 10, 2014 | |||||
Class R |
$ | 10,000 | October 10, 2014 | |||||
Class Y |
$ | 12,480,000 | October 10, 2014 | |||||
Class R5 |
$ | 10,000 | October 10, 2014 | |||||
Class R6 |
$ | 10,000 | October 10, 2014 |
Page 2
We hereby represent that we are purchasing these shares solely for our own account and solely for investment purposes without any intent of distributing or reselling said shares. We further represent that disposition of said shares will only be by direct redemption to or repurchase by the Trust.
We further agree to provide the Trust with at least three business days advance written notice of any intended redemption of amounts invested for the purpose of commencing operations and agree that we will work with the Trust with respect to the amount of such redemption so as not to place a burden on the Trust and to facilitate normal portfolio management of the Funds.
Sincerely yours,
|
INVESCO ADVISERS, INC.
|
|
John M. Zerr |
Senior Vice President |
cc: | Mark Gregson |
AMENDMENT NO. 29
TO THE FIRST RESTATED
MASTER DISTRIBUTION PLAN
(Class A Shares)
The First Restated Master Distribution Plan (the Plan), dated as of August 18, 2003, and as subsequently amended, and as restated the 20 th day of September, 2006, pursuant to Rule 12b-1, is hereby amended, dated April 22, 2014, as follows:
WHEREAS, the parties desire to amend the Plan to add Invesco Global Infrastructure Fund, Invesco MLP Fund, Invesco Strategic Income Fund and Invesco Strategic Real Return Fund;
NOW THEREFORE, Schedule A to the Plan is hereby deleted in its entirety and replaced with the following:
SCHEDULE A
TO
FIRST RESTATED
MASTER DISTRIBUTION PLAN
(CLASS A SHARES)
(DISTRIBUTION AND SERVICE FEES)
The Fund shall pay the Distributor as full compensation for all services rendered and all facilities furnished under the Distribution Plan for the Class A Shares of each Portfolio designated below, a Distribution Fee* and a Service Fee determined by applying the annual rate set forth below as to the Class A Shares of each Portfolio to the average daily net assets of the Class A Shares of the Portfolio for the plan year. Average daily net assets shall be computed in a manner used for the determination of the offering price of the Class A Shares of the Portfolio.
AIM COUNSELOR SERIES TRUST
|
Minimum
Asset Based Sales Charge |
Maximum
Service Fee |
Maximum
Aggregate Fee |
|||||||||
Portfolio - Class A Shares |
||||||||||||
Invesco Core Plus Bond Fund |
0.00 | % | 0.25 | % | 0.25 | % | ||||||
Invesco Floating Rate Fund |
0.00 | % | 0.25 | % | 0.25 | % | ||||||
Invesco Global Real Estate Income Fund |
0.00 | % | 0.25 | % | 0.25 | % | ||||||
Invesco Low Volatility Equity Yield Fund |
0.00 | % | 0.25 | % | 0.25 | % | ||||||
Invesco Strategic Real Return Fund |
0.00 | % | 0.25 | % | 0.25 | % | ||||||
AIM EQUITY FUNDS (INVESCO EQUITY FUNDS) |
Minimum
Asset Based Sales Charge |
Maximum
Service Fee |
Maximum
Aggregate Fee |
|||||||||
Portfolio - Class A Shares |
||||||||||||
Invesco Charter Fund |
0.00 | % | 0.25 | % | 0.25 | % | ||||||
Invesco Diversified Dividend Fund |
0.00 | % | 0.25 | % | 0.25 | % | ||||||
Invesco Summit Fund |
0.00 | % | 0.25 | % | 0.25 | % |
AIM FUNDS GROUP (INVESCO FUNDS GROUP) |
Minimum
Asset Based Sales Charge |
Maximum
Service Fee |
Maximum
Aggregate Fee |
|||||||||
Portfolio - Class A Shares |
||||||||||||
Invesco European Small Company Fund |
0.00 | % | 0.25 | % | 0.25 | % | ||||||
Invesco Global Core Equity Fund |
0.00 | % | 0.25 | % | 0.25 | % | ||||||
Invesco International Small Company Fund |
0.00 | % | 0.25 | % | 0.25 | % | ||||||
Invesco Small Cap Equity Fund |
0.00 | % | 0.25 | % | 0.25 | % | ||||||
AIM GROWTH SERIES (INVESCO GROWTH SERIES) |
Minimum
Asset Based Sales Charge |
Maximum
Service Fee |
Maximum
Aggregate Fee |
|||||||||
Portfolio - Class A Shares |
||||||||||||
Invesco Balanced-Risk Retirement Now Fund |
0.00 | % | 0.25 | % | 0.25 | % | ||||||
Invesco Balanced-Risk Retirement 2020 Fund |
0.00 | % | 0.25 | % | 0.25 | % | ||||||
Invesco Balanced-Risk Retirement 2030 Fund |
0.00 | % | 0.25 | % | 0.25 | % | ||||||
Invesco Balanced-Risk Retirement 2040 Fund |
0.00 | % | 0.25 | % | 0.25 | % | ||||||
Invesco Balanced-Risk Retirement 2050 Fund |
0.00 | % | 0.25 | % | 0.25 | % | ||||||
Invesco Global Low Volatility Equity Yield Fund |
0.00 | % | 0.25 | % | 0.25 | % | ||||||
Invesco Growth Allocation Fund |
0.00 | % | 0.25 | % | 0.25 | % | ||||||
Invesco Income Allocation Fund |
0.00 | % | 0.25 | % | 0.25 | % | ||||||
Invesco International Allocation Fund |
0.00 | % | 0.25 | % | 0.25 | % | ||||||
Invesco Mid Cap Core Equity Fund |
0.00 | % | 0.25 | % | 0.25 | % | ||||||
Invesco Moderate Allocation Fund |
0.00 | % | 0.25 | % | 0.25 | % | ||||||
Invesco Conservative Allocation Fund |
0.00 | % | 0.25 | % | 0.25 | % | ||||||
Invesco Small Cap Growth Fund |
0.00 | % | 0.25 | % | 0.25 | % | ||||||
AIM INTERNATIONAL MUTUAL FUNDS (INVESCO INTERNATIONAL MUTUAL FUNDS) |
Minimum
Asset Based Sales Charge |
Maximum
Service Fee |
Maximum
Aggregate Fee |
|||||||||
Portfolio - Class A Shares |
||||||||||||
Invesco Asia Pacific Growth Fund |
0.00 | % | 0.25 | % | 0.25 | % | ||||||
Invesco European Growth Fund |
0.00 | % | 0.25 | % | 0.25 | % | ||||||
Invesco Global Growth Fund |
0.00 | % | 0.25 | % | 0.25 | % | ||||||
Invesco Global Opportunities Fund |
0.00 | % | 0.25 | % | 0.25 | % | ||||||
Invesco Select Opportunities Fund |
0.00 | % | 0.25 | % | 0.25 | % | ||||||
Invesco Global Small & Mid Cap Growth Fund |
0.00 | % | 0.25 | % | 0.25 | % | ||||||
Invesco International Core Equity Fund |
0.00 | % | 0.25 | % | 0.25 | % | ||||||
Invesco International Growth Fund |
0.00 | % | 0.25 | % | 0.25 | % | ||||||
AIM INVESTMENT FUNDS (INVESCO INVESTMENT FUNDS) |
Minimum
Asset Based Sales Charge |
Maximum
Service Fee |
Maximum
Aggregate Fee |
|||||||||
Portfolio - Class A Shares |
||||||||||||
Invesco All Cap Market Neutral Fund |
0.00 | % | 0.25 | % | 0.25 | % | ||||||
Invesco Balanced-Risk Allocation Fund |
0.00 | % | 0.25 | % | 0.25 | % | ||||||
Invesco Balanced-Risk Commodity Strategy Fund |
0.00 | % | 0.25 | % | 0.25 | % | ||||||
Invesco China Fund |
0.00 | % | 0.25 | % | 0.25 | % | ||||||
Invesco Developing Markets Fund |
0.00 | % | 0.25 | % | 0.25 | % | ||||||
Invesco Emerging Market Local Currency Debt Fund |
0.00 | % | 0.25 | % | 0.25 | % |
2
Invesco Emerging Markets Equity Fund |
0.00 | % | 0.25 | % | 0.25 | % | ||||||
Invesco Endeavor Fund |
0.00 | % | 0.25 | % | 0.25 | % | ||||||
Invesco Global Health Care Fund |
0.00 | % | 0.25 | % | 0.25 | % | ||||||
Invesco Global Infrastructure Fund |
0.00 | % | 0.25 | % | 0.25 | % | ||||||
Invesco Global Market Neutral Fund |
0.00 | % | 0.25 | % | 0.25 | % | ||||||
Invesco Global Markets Strategy Fund |
0.00 | % | 0.25 | % | 0.25 | % | ||||||
Invesco Global Targeted Returns Fund |
0.00 | % | 0.25 | % | 0.25 | % | ||||||
Invesco International Total Return Fund |
0.00 | % | 0.25 | % | 0.25 | % | ||||||
Invesco Long/Short Equity Fund |
0.00 | % | 0.25 | % | 0.25 | % | ||||||
Invesco Low Volatility Emerging Markets Fund |
0.00 | % | 0.25 | % | 0.25 | % | ||||||
Invesco Macro International Equity Fund |
0.00 | % | 0.25 | % | 0.25 | % | ||||||
Invesco Macro Long/Short Fund |
0.00 | % | 0.25 | % | 0.25 | % | ||||||
Invesco MLP Fund |
0.00 | % | 0.25 | % | 0.25 | % | ||||||
Invesco Premium Income Fund |
0.00 | % | 0.25 | % | 0.25 | % | ||||||
Invesco Select Companies Fund |
0.00 | % | 0.25 | % | 0.25 | % | ||||||
Invesco Strategic Income Fund |
0.00 | % | 0.25 | % | 0.25 | % | ||||||
AIM INVESTMENT SECURITIES FUNDS (INVESCO INVESTMENT SECURITIES FUNDS) |
Minimum
Asset Based Sales Charge |
Maximum
Service Fee |
Maximum
Aggregate Fee |
|||||||||
Portfolio - Class A Shares |
||||||||||||
Invesco Global Real Estate Fund |
0.00 | % | 0.25 | % | 0.25 | % | ||||||
Invesco High Yield Fund |
0.00 | % | 0.25 | % | 0.25 | % | ||||||
Invesco Real Estate Fund |
0.00 | % | 0.25 | % | 0.25 | % | ||||||
Invesco Short Term Bond Fund |
0.00 | % | 0.15 | % | 0.15 | % | ||||||
Invesco U.S. Government Fund |
0.00 | % | 0.25 | % | 0.25 | % | ||||||
Portfolio Class A2 Shares |
||||||||||||
Invesco Limited Maturity Treasury Fund |
0.00 | % | 0.15 | % | 0.15 | % | ||||||
AIM SECTOR FUNDS (INVESCO SECTOR FUNDS) |
Minimum
Asset Based Sales Charge |
Maximum
Service Fee |
Maximum
Aggregate Fee |
|||||||||
Portfolio - Class A Shares |
||||||||||||
Invesco Energy Fund |
0.00 | % | 0.25 | % | 0.25 | % | ||||||
Invesco Gold & Precious Metals Fund |
0.00 | % | 0.25 | % | 0.25 | % | ||||||
Invesco Technology Fund |
0.00 | % | 0.25 | % | 0.25 | % | ||||||
Invesco Dividend Income Fund |
0.00 | % | 0.25 | % | 0.25 | % | ||||||
AIM TAX-EXEMPT FUNDS (INVESCO TAX-EXEMPT FUNDS) |
Minimum
Asset Based Sales Charge |
Maximum
Service Fee |
Maximum
Aggregate Fee |
|||||||||
Portfolio - Class A Shares |
||||||||||||
Invesco Tax-Exempt Cash Fund |
0.00 | % | 0.10 | % | 0.10 | % |
* | The Distribution Fee is payable apart from the sales charge, if any, as stated in the current prospectus for the applicable Portfolio (or Class thereof). |
All other terms and provisions of the Plan not amended herein shall remain in full force and effect.
Dated: April 22, 2014
3
AMENDED AND RESTATED DISTRIBUTION PLAN
CLASS A, AX, C, CX, INVESTOR CLASS, R AND RX SHARES
(REIMBURSEMENT)
1. Each Delaware statutory trust listed on Schedule A (individually a Trust and collectively, the Trusts), severally, on behalf of each of its series portfolios listed on Schedule A (each a Fund and collectively, the Funds), has selected Invesco Distributors, Inc. (IDI) to provide distribution-related services on behalf of and for the classes of shares listed on Schedule A (each a Class and collectively, the Classes) of which the Trust is the issuer (the Shares), pursuant to Rule 12b-1 under the Investment Company Act of 1940 (the 1940 Act), according to the terms of this Amended and Restated Distribution Plan (which together with each prior plan that is being amended and restated, the Plan). The Plan has been approved by a majority of the Board of Trustees of each Trust (the Board), including a majority of the trustees who are not interested persons of the Trust and who have no direct or indirect financial interest in the operation of the Plan or in any agreements related to the Plan (the Independent Trustees), cast in person at a meeting called for the purpose of voting on the Plan. This Plan amends and restates each prior plan for the Shares of each Trust covered by this Plan as well as all related agreements and service plans attached to a prior plan. All asset based fees and service fees reimbursable under any prior plan shall be reimbursable under this Plan.
2. A Trust, on behalf of a Fund, is authorized to reimburse IDI or others for expenses (subject to the limitations described below) incurred by IDI or others in the promotion and distribution of the Shares of the Fund, as well as for shareholder services provided for existing shareholders of the Fund. Distribution expenses may include, but are not limited to, printing and distributing prospectuses and reports used for sales purposes, preparing and distributing sales literature (and any related expenses), advertisements, and other distribution-related expenses; certain promotional distribution charges paid to broker-dealer firms or others, or for participation in certain distribution channels (otherwise referred to as marketing support), including business planning assistance, advertising, educating dealer personnel about the Fund and shareholder financial planning needs, placement on dealers lists of offered funds, access to sales meetings, sales representatives and management representatives of dealers, participation in and/or presentation at conferences or seminars, sales or training programs for invited registered representatives and other employees, client and investor events and other dealer sponsored events, and ticket charges; or payment of dealer commissions and wholesaler compensation in connection with sales of certain Funds Class A and AX Shares exceeding a certain amount set forth in the prospectus for such Fund (for which the Fund imposes no sales charge). Except as noted on Schedule A, distribution expenses may also include overhead expenses. Shareholder service expenses are expenses for personal service and/or maintenance of accounts and may include, but are not limited to, the expenses of assisting in establishing and maintaining customer accounts and records, assisting with purchase and redemption requests, arranging for bank wires, monitoring dividend payments from the Fund on behalf of customers, forwarding certain shareholder communications from the Fund to customers,
receiving and answering correspondence, and aiding in maintaining the investment of their respective customers in the Fund. Agreements for the payment by IDI of distribution and service fees to securities dealers or their firms or others shall be in a form which has been approved from time to time by the Board of a Trust, including the Independent Trustees.
3. The maximum amount which may be reimbursed by the Trust, on behalf of the Fund, to IDI or others pursuant to Paragraph 2 herein shall be the applicable percentage per annum of the average daily net assets of the respective Class of the Fund set forth on Schedule A. Said reimbursement shall be made monthly by the Fund to IDI or others within 10 days after the close of each month. Reimbursement expenses for Investor Class shares shall be computed over a rolling twelve-month period.
4. In no event shall the aggregate asset-based sales charges which include payments specified in paragraphs 2 and 3, plus any other payments deemed to be made pursuant to the Plan, exceed the amount permitted to be paid pursuant to the Rule 2830(d) of the Conduct Rules of the Financial Industry Regulatory Authority or any successor thereto.
5. No provision of this Plan shall be interpreted to prohibit any payments by a Trust with respect to the Shares of a Fund during periods when the Fund has suspended or otherwise limited sales of such Shares.
6. IDI shall furnish to the Board, for its review, on a quarterly basis, a written report of the monies reimbursed to it and to others under the Plan, including the purposes thereof, and shall furnish the Board with such other information as the Board may reasonably request in connection with the payments made under the Plan in order to enable the Board to make an informed determination of whether the Plan should be continued.
7. The Plan, and any agreements related to this Plan, shall continue in effect for a period of more than one year only so long as such continuance is specifically approved at least annually by a vote of the Board, and of the Independent Trustees, cast in person at a meeting called for the purpose of voting on the Plan and any related agreements.
8. The Plan may be terminated at any time in whole or with respect to Shares of any Class or Fund by vote of a majority of the Independent Trustees, or by vote a majority of the outstanding voting securities of the Fund or any Class voting separately as and to the extent required by the Act and the rules thereunder, including Rule 18f-3(a)(3). Termination of the Plan with respect to any Shares of any Class or Fund will not terminate the Plan with respect to Shares of any other Class or Fund that is not terminated.
9. Any agreement related to this Plan:
(a) | may be terminated at any time, without the payment of any penalty, by vote of a majority of the Independent Trustees or by vote of a majority of the outstanding voting securities of the Fund on not more than sixty (60) days written notice to any other party to the agreement; and |
2
(b) | will automatically terminate in the event of its assignment (as defined in the Act). |
10. The Plan may not be amended to increase materially the amount to be spent with respect to Shares of any Class or Fund for distribution pursuant to Paragraph 3 hereof without approval by a majority of a the Classs or Funds outstanding voting securities (as and to the extent voting separately is required by the Act and the rules thereunder, including Rule 18f-3(a)(3)).
11. All material amendments to the Plan shall be approved by a vote of the Board, and of the Independent Trustees, cast in person at a meeting called for the purpose of voting on the Plan.
12. So long as the Plan is in effect, the Board shall satisfy the fund governance standards as defined in Rule 0-1(a)(7) under the Act, including that the selection and nomination of the Trusts Independent Trustees shall be committed to the discretion of such incumbent Independent Trustees.
13. This Plan and the policies of the respective Trust adopted hereby are not binding upon any of the Trustees or shareholders of a Trust.
3
SCHEDULE A
Reimbursement Plan
AIM Counselor Series Trust (Invesco Counselor Series Trust) | ||||||
Portfolio | Share Class | Maximum Aggregate Fee | ||||
Invesco American Franchise Fund | Class A | 0.25 | % | |||
Class C | 1.00 | %* | ||||
Class R | 0.50 | % | ||||
Invesco California Tax-Free Income Fund | Class A | 0.25 | % | |||
Class C | 0.75 | %# | ||||
Invesco Equally-Weighted S & P 500 Fund | Class A | 0.25 | % | |||
Class C | 1.00 | %* | ||||
Class R | 0.50 | % | ||||
Invesco Equity and Income Fund | Class A | 0.25 | % | |||
Class C | 1.00 | %* | ||||
Class R | 0.50 | % | ||||
Invesco Growth and Income Fund | Class A | 0.25 | % | |||
Class C | 1.00 | %* | ||||
Class R | 0.50 | % | ||||
Invesco Pennsylvania Tax Free Income Fund | Class A | 0.25 | % | |||
Class C | 1.00 | %* | ||||
Invesco S & P 500 Index Fund | Class A | 0.25 | % | |||
Class C | 1.00 | %* | ||||
Invesco Small Cap Discovery Fund | Class A | 0.25 | % | |||
Class C | 1.00 | %* | ||||
AIM Equity Funds (Invesco Equity Funds) | ||||||
Portfolio | Share Class | Maximum Aggregate Fee | ||||
Invesco Diversified Dividend Fund |
Investor Class | 0.25 | % p | |||
AIM Growth Series (Invesco Growth Series) | ||||||
Portfolio | Share Class | Maximum Aggregate Fee | ||||
Invesco Balanced-Risk Retirement Now Fund |
Class AX | 0.25 | % | |||
Class CX | 1.00 | %* | ||||
Class RX | 0.50 | % | ||||
Invesco Balanced-Risk Retirement 2020 Fund |
Class AX | 0.25 | % | |||
Class CX | 1.00 | %* | ||||
Class RX | 0.50 | % |
A-1
AIM Growth Series (Invesco Growth Series) | ||||||
Portfolio | Share Class | Maximum Aggregate Fee | ||||
Invesco Balanced-Risk Retirement 2030 Fund |
Class AX | 0.25 | % | |||
Class CX | 1.00 | %* | ||||
Class RX | 0.50 | % | ||||
Invesco Balanced-Risk Retirement 2040 Fund |
Class AX | 0.25 | % | |||
Class CX | 1.00 | %* | ||||
Class RX | 0.50 | % | ||||
Invesco Balanced-Risk Retirement 2050 Fund |
Class AX | 0.25 | % | |||
Class CX | 1.00 | %* | ||||
Class RX | 0.50 | % | ||||
Invesco Convertible Securities Fund |
Class A | 0.25 | % | |||
Class C | 1.00 | %* | ||||
Invesco Small Cap Growth Fund |
Investor Class | 0.25 | % p | |||
Invesco U.S. Mortgage Fund |
Class A | 0.25 | % | |||
Class C | 1.00 | %* | ||||
AIM International Mutual Funds (Invesco International Mutual Funds) | ||||||
Portfolio | Share Class | Maximum Aggregate Fee | ||||
Invesco European Growth Fund | Investor Class | 0.25 | % p | |||
AIM Investment Funds (Invesco Investment Funds) | ||||||
Portfolio | Share Class | Maximum Aggregate Fee | ||||
Invesco Pacific Growth Fund |
Class A | 0.25 | % | |||
Class C | 1.00 | %* | ||||
Class R | 0.50 | % | ||||
AIM Investment Securities Funds (Invesco Investment Securities Fund) | ||||||
Portfolio | Share Class | Maximum Aggregate Fee | ||||
Invesco Corporate Bond Fund |
Class A | 0.25 | % | |||
Class C | 1.00 | %* | ||||
Invesco High Yield Fund |
Investor Class | 0.25 | % p | |||
Invesco Money Market Fund |
Class AX | 0.15 | % | |||
Class CX | 0.90 | %µ | ||||
Invesco Real Estate Fund |
Investor Class | 0.25 | % p | |||
Invesco U.S. Government Fund |
Investor Class | 0.25 | % p |
A-2
AIM Sector Funds (Invesco Sector Funds)
|
||||||
Portfolio | Share Class | Maximum Aggregate Fee | ||||
Invesco American Value Fund |
Class A | 0.25 | % | |||
Class C | 1.00 | %* | ||||
Class R | 0.50 | % | ||||
Invesco Comstock Fund |
Class A | 0.25 | % | |||
Class C | 1.00 | %* | ||||
Class R | 0.50 | % | ||||
Invesco Mid Cap Growth Fund |
Class A | 0.25 | % | |||
Class C | 1.00 | %* | ||||
Class R | 0.50 | % | ||||
Invesco Small Cap Value Fund |
Class A | 0.25 | % | |||
Class C | 1.00 | %* | ||||
Invesco Technology Fund |
Investor Class | 0.25 | % p | |||
Invesco Technology Sector Fund |
Class A | 0.25 | % | |||
Class C | 1.00 | %* | ||||
Invesco Value Opportunities Fund |
Class A | 0.25 | % | |||
Class C | 1.00 | %* | ||||
AIM Tax-Exempt Funds (Invesco Tax-Exempt Funds)
|
||||||
Portfolio | Share Class | Maximum Aggregate Fee | ||||
Invesco High Yield Municipal Fund |
Class A | 0.25 | % | |||
Class C | 1.00 | %* | ||||
Invesco Intermediate Term Municipal Income Fund |
Class A | 0.25 | % | |||
Class C | 1.00 | %* | ||||
Invesco Municipal Income Fund |
Class A | 0.25 | % | |||
Class C | 1.00 | %* | ||||
Investor Class | 0.25 | % | ||||
Invesco New York Tax Free Income Fund |
Class A | 0.25 | % | |||
Class C | 1.00 | %* |
Notes:
* | Maximum 0.75% asset based sales charge and maximum 0.25% service fee. |
# | Maximum 0.50% asset based sales charge and maximum 0.25% service fee. |
p | Funds may not be reimbursed for overhead expenses (overhead expenses defined as customary overhead not including the costs of IDIs personnel whose primary responsibilities involve marketing the Funds). |
µ | Maximum 0.65% asset based sales charge and maximum 0.25% service fee. |
A-3
AMENDED AND RESTATED DISTRIBUTION PLAN
CLASS B and BX SHARES
1. Each Delaware statutory trust listed on Schedule A (individually a Trust and collectively, the Trusts), severally, on behalf of each of its series portfolios listed on Schedule A (each a Fund and collectively, the Funds), has selected Invesco Distributors, Inc. (IDI) to provide distribution-related services on behalf of and for the classes of shares listed on Schedule A (each a Class and collectively, the Classes) of which the Trust is the issuer (the Shares), pursuant to Rule 12b-1 under the Investment Company Act of 1940 (the 1940 Act), according to the terms of this Amended and Restated Distribution Plan (which together with each prior plan that is being amended and restated, the Plan). The Plan has been approved by a majority of the Board of Trustees of each Trust (the Board), including a majority of the trustees who are not interested persons of the Trust and who have no direct or indirect financial interest in the operation of the Plan or in any agreements related to the Plan (the Independent Trustees), cast in person at a meeting called for the purpose of voting on the Plan. This Plan amends and restates each prior plan for the Shares of each Trust covered by this Plan. All asset based fees and services fees payable under any prior plan shall continue to be payable under this Plan.
2. A Trust, on behalf of the Classes of the Funds listed on Schedule A and designated with (comp) following the Funds name (individually, a Compensation Fund and collectively, the Compensation Funds), shall pay IDI a quarterly fee not to exceed the maximum distribution fee per annum of the average daily net assets of each Class of a Compensation Fund set forth on Schedule A, as may be determined by the Board from time to time. In addition, the Trust, on behalf of a Compensation Fund, shall pay (i) to IDI for payment to dealers or others, or (ii) directly to others, an amount not to exceed the maximum service fee per annum of the average daily net assets of the Class of the Compensation Fund set forth on Schedule B, as may be determined by the Trusts Board from time to time, as a service fee pursuant to servicing agreements which have been approved from time to time by the Board, including the Independent Trustees. In any case where IDI acts as the broker of record or provides shareholder services, IDI may retain distribution related amounts. The monies paid to IDI shall be treated as compensation for IDIs distribution-related services including compensation for amounts advanced to securities dealers or their firms or others who sold shares of the Compensation Fund and who executed an agreement with the Trust, IDI or its affiliates, which form of agreement was previously approved by the Board, including the Independent Trustees. Compensation payments shall be paid monthly by the Fund to IDI or others within 10 days after the close of each month.
3. A Trust, on behalf of the Classes of Shares of the Funds listed on Schedule A and designate with (reim) following the Funds name (individually, a Reimbursement Fund and collectively, the Reimbursement Funds), is authorized to reimburse IDI or others for all expenses (subject to the limitations described below) incurred by IDI or others in the promotion and distribution of the Shares of a Reimbursement Fund, as well as for shareholder services provided for existing
shareholders of a Reimbursement Fund. The maximum amount which may be reimbursed by the Trust, on behalf of a Reimbursement Fund, to IDI or others pursuant to this paragraph 3 shall be the applicable percentage per annum of the average daily net assets of the Classes of Shares of a Reimbursement Fund set forth on Schedule A. Said reimbursement shall be made monthly by the Reimbursement Fund to IDI or others within 10 days after the close of each month.
4. The Board recognizes that sales of new Shares ceased, but prior to that payments had been made to IDI under the Plan for, among other things, expenses of printing and distributing prospectuses and reports used for sales purposes, preparing and distributing sales literature (and any related expenses), advertisements, and other distribution-related expenses; additional distribution fees paid to securities dealers or their firms or others who have executed agreements with the Trust, IDI or others, certain promotional distribution charges paid to broker-dealer firms or others, or for participation in certain distribution channels (otherwise referred to as marketing support), including business planning assistance, advertising, educating dealer personnel about the Fund and shareholder financial planning needs, placement on dealers lists of offered funds, access to sales meetings, sales representatives and management representatives of dealers, participation in and/or presentation at conferences or seminars, sales or training programs for invited registered representatives and other employees, client and investor events and other dealer sponsored events, and ticket charges. Shareholder service expenses under the Plan continue to compensate IDI or others for expenses for personal service and/or maintenance of accounts and may include, but are not limited to, the expenses of assisting in establishing and maintaining customer accounts and records, assisting with purchase and redemption requests, arranging for bank wires, monitoring dividend payments from the Fund on behalf of customers, forwarding certain shareholder communications from the Fund to customers, receiving and answering correspondence, and aiding in maintaining the investment of their respective customers in the Fund.
5. In no event shall the aggregate asset-based sales charges which include payments specified in paragraph 2 and paragraph 3, plus any other payments deemed to be made pursuant to the Plan, exceed the amount permitted to be paid pursuant to the Rule 2830(d) of the Conduct Rules of the Financial Industry Regulatory Authority or any successor thereto.
5. No provision of this Plan shall be interpreted to prohibit any payments by a Trust with respect to the Shares of a Fund during periods when the Fund has suspended or otherwise limited sales of such Shares.
6. IDI shall furnish to the Board, for its review, on a quarterly basis, a written report of the monies paid to it and to others under the Plan, including the purposes thereof, and shall furnish the Board with such other information as the Board may reasonably request in connection with the payments made under the Plan in order to enable the Board to make an informed determination of whether the Plan should be continued.
7. The Plan, and any agreements related to this Plan, shall continue in effect for a period of more than one year only so long as such continuance is specifically approved at least annually by a vote of the Board, and of the Independent Trustees, cast in person at a meeting called for the purpose of voting on the Plan and any related agreements.
2
8. The Plan may be terminated at any time in whole or with respect to Shares of a Class of a Fund by vote of a majority of the Independent Trustees or by vote of a majority of the outstanding voting securities of the Fund or the Class voting separately, as and to the extent required by the Act and the rules thereunder, including Rule 18f-3(a)(3). Termination of the Plan with respect to any Shares of any Fund will not affect the obligation of the Fund to withhold and pay to IDI any contingent deferred sales charges to which IDI is entitled pursuant to any related agreement. In addition, termination of the Plan with respect to any Shares of any Class or Fund will not terminate the Plan with respect to Share of any other Class or Fund that is not terminated.
9. | Any agreement related to this Plan: |
(a) | may be terminated at any time, without the payment of any penalty, by vote of a majority of the Independent Trustees or by vote of a majority of the outstanding voting securities of the Fund on not more than sixty (60) days written notice to any other party to the agreement; and |
(b) | will automatically terminate in the event of its assignment (as defined in the Act). |
10. The Plan may not be amended to increase materially the amount to be spent with respect to Share of any Class or Fund for distribution pursuant to paragraph 2 and paragraph 3 hereof without approval by a majority of the Classs or Funds outstanding voting securities (as and to the extent voting separately is required by the Act and the rules thereunder, including Rule 18f-3(a)(3)).
11. All material amendments to the Plan shall be approved by a vote of the Board, and of the Independent Trustees, cast in person at a meeting called for the purpose of voting on the Plan.
12. So long as the Plan is in effect, the Board shall satisfy the fund governance standards as defined in Rule 0-1(a)(7) under the Act, including that the selection and nomination of the Trusts Independent Trustees shall be committed to the discretion of such incumbent Independent Trustees.
13. This Plan and the policies of the respective Trust adopted hereby are not binding upon any of the Trustees or shareholders of a Trust.
3
Schedule A
Funds with Class B or Class BX Shares
12b-1PLAN | ||||||||||||||
AIM COUNSELOR SERIES TRUST |
MAXIMUM
ABSC |
MAXIMUM
SERVICE FEE |
MAXIMUM
AGGREGATE FEE |
|||||||||||
Invesco American Franchise Fund | Class B (reim) | 0.75 | % | 0.25 | % | 1.00 | % | |||||||
Invesco California Tax-Free Income Fund | Class B (reim) | 0.50 | % | 0.25 | % | 0.75 | % | |||||||
Invesco Core Plus Bond Fund | Class B (comp) | 0.75 | % | 0.25 | % | 1.00 | % | |||||||
Invesco Equally-Weighted S&P 500 Fund | Class B (reim) | 0.75 | % | 0.25 | % | 1.00 | % | |||||||
Invesco Equity and Income Fund | Class B (reim) | 0.75 | % | 0.25 | % | 1.00 | % | |||||||
Invesco Global Real Estate Income Fund | Class B (comp) | 0.75 | % | 0.25 | % | 1.00 | % | |||||||
Invesco Growth and Income Fund | Class B (reim) | 0.75 | % | 0.25 | % | 1.00 | % | |||||||
Invesco Pennsylvania Tax Free Income Fund | Class B (reim) | 0.75 | % | 0.25 | % | 1.00 | % | |||||||
Invesco S&P 500 Index Fund | Class B (reim) | 0.75 | % | 0.25 | % | 1.00 | % | |||||||
Invesco Small Cap Discovery Fund | Class B (reim) | 0.75 | % | 0.25 | % | 1.00 | % | |||||||
Invesco Low Volatility Equity Yield Fund | Class B (comp) | 0.75 | % | 0.25 | % | 1.00 | % |
12b-1PLAN | ||||||||||||||
AIM EQUITY FUNDS |
MAXIMUM
ABSC |
MAXIMUM
SERVICE FEE |
MAXIMUM
AGGREGATE FEE |
|||||||||||
Invesco Charter Fund | Class B (comp) | 0.75 | % | 0.25 | % | 1.00 | % | |||||||
Invesco Diversified Dividend Fund | Class B (comp) | 0.75 | % | 0.25 | % | 1.00 | % | |||||||
Invesco Summit Fund | Class B (comp) | 0.75 | % | 0.25 | % | 1.00 | % |
A-1
12b-1PLAN | ||||||||||||||
AIM FUNDS GROUP |
MAXIMUM
ABSC |
MAXIMUM
SERVICE FEE |
MAXIMUM
AGGREGATE FEE |
|||||||||||
Invesco European Small Company Fund | Class B (comp) | 0.75 | % | 0.25 | % | 1.00 | % | |||||||
Invesco Global Core Equity Fund | Class B (comp) | 0.75 | % | 0.25 | % | 1.00 | % | |||||||
Invesco International Small Company Fund | Class B (comp) | 0.75 | % | 0.25 | % | 0.25 | % | |||||||
Invesco Small Cap Equity Fund | Class B (comp) | 0.75 | % | 0.25 | % | 1.00 | % | |||||||
12b-1PLAN | ||||||||||||||
AIM GROWTH SERIES |
MAXIMUM
ABSC |
MAXIMUM
SERVICE FEE |
MAXIMUM
AGGREGATE FEE |
|||||||||||
Invesco Balanced-Risk Retirement Now Fund | Class B (comp) | 0.75 | % | 0.25 | % | 1.00 | % | |||||||
Invesco Balanced-Risk Retirement 2020 Fund | Class B (comp) | 0.75 | % | 0.25 | % | 1.00 | % | |||||||
Invesco Balanced-Risk Retirement 2030 Fund | Class B (comp) | 0.75 | % | 0.25 | % | 1.00 | % | |||||||
Invesco Balanced-Risk Retirement 2040 Fund | Class B (comp) | 0.75 | % | 0.25 | % | 1.00 | % | |||||||
Invesco Balanced-Risk Retirement 2050 Fund | Class B (comp) | 0.75 | % | 0.25 | % | 1.00 | % | |||||||
Invesco Conservative Allocation Fund | Class B (comp) | 0.75 | % | 0.25 | % | 1.00 | % | |||||||
Invesco Convertible Securities Fund | Class B (reim) | 0.75 | % | 0.25 | % | 1.00 | % | |||||||
Invesco Global Low Volatility Equity Yield Fund | Class B (comp) | 0.75 | % | 0.25 | % | 1.00 | % | |||||||
Invesco Growth Allocation Fund | Class B (comp) | 0.75 | % | 0.25 | % | 1.00 | % | |||||||
Invesco Income Allocation Fund | Class B (comp) | 0.75 | % | 0.25 | % | 1.00 | % | |||||||
Invesco International Allocation Fund | Class B (comp) | 0.75 | % | 0.25 | % | 1.00 | % | |||||||
Invesco Mid Cap Core Equity Fund | Class B (comp) | 0.75 | % | 0.25 | % | 1.00 | % | |||||||
Invesco Moderate Allocation Fund | Class B (comp) | 0.75 | % | 0.25 | % | 1.00 | % | |||||||
Invesco Small Cap Growth Fund | Class B (comp) | 0.75 | % | 0.25 | % | 1.00 | % |
A-2
12b-1PLAN | ||||||||||||||
AIM GROWTH SERIES |
MAXIMUM
ABSC |
MAXIMUM
SERVICE FEE |
MAXIMUM
AGGREGATE FEE |
|||||||||||
Invesco U.S Mortgage Fund |
Class B (reim) | 0.75 | % | 0.25 | % | 1.00 | % | |||||||
12b-1PLAN | ||||||||||||||
AIM INTERNATIONAL MUTUAL FUNDS |
MAXIMUM
ABSC |
MAXIMUM
SERVICE FEE |
MAXIMUM
AGGREGATE FEE |
|||||||||||
Invesco Asia Pacific Growth Fund |
Class B (comp) | 0.75 | % | 0.25 | % | 1.00 | % | |||||||
Invesco European Growth Fund |
Class B (comp) | 0.75 | % | 0.25 | % | 1.00 | % | |||||||
Invesco Global Growth Fund |
Class B (comp) | 0.75 | % | 0.25 | % | 1.00 | % | |||||||
Invesco Global Small & Mid Cap Growth Fund |
Class B (comp) | 0.75 | % | 0.25 | % | 1.00 | % | |||||||
Invesco International Core Equity Fund |
Class B (comp) | 0.75 | % | 0.25 | % | 1.00 | % | |||||||
Invesco International Growth Fund |
Class B (comp) | 0.75 | % | 0.25 | % | 1.00 | % | |||||||
12b-1PLAN | ||||||||||||||
AIM INVESTMENT FUNDS |
MAXIMUM
ABSC |
MAXIMUM
SERVICE FEE |
MAXIMUM
AGGREGATE FEE |
|||||||||||
Invesco Balanced-Risk Allocation Fund |
Class B (comp) | 0.75 | % | 0.25 | % | 1.00 | % | |||||||
Invesco Balanced-Risk Commodity Strategy Fund |
Class B (comp) | 0.75 | % | 0.25 | % | 1.00 | % | |||||||
Invesco China Fund |
Class B (comp) | 0.75 | % | 0.25 | % | 1.00 | % | |||||||
Invesco Developing Markets Fund |
Class B (comp) | 0.75 | % | 0.25 | % | 1.00 | % | |||||||
Invesco Emerging Market Local Currency Debt Fund |
Class B (comp) | 0.75 | % | 0.25 | % | 1.00 | % | |||||||
Invesco Endeavor Fund |
Class B (comp) | 0.75 | % | 0.25 | % | 1.00 | % | |||||||
Invesco Global Health Care Fund |
Class B (comp) | 0.75 | % | 0.25 | % | 1.00 | % | |||||||
Invesco International Total Return Fund |
Class B (comp) | 0.75 | % | 0.25 | % | 1.00 | % | |||||||
Invesco Pacific Growth Fund |
Class B (reim) | 0.75 | % | 0.25 | % | 1.00 | % |
A-3
12b-1PLAN | ||||||||||||||
AIM INVESTMENT FUNDS |
MAXIMUM
ABSC |
MAXIMUM
SERVICE FEE |
MAXIMUM
AGGREGATE FEE |
|||||||||||
Invesco Select Companies Fund | Class B (comp) | 0.75 | % | 0.25 | % | 1.00 | % | |||||||
12b-1PLAN | ||||||||||||||
AIM INVESTMENT SECURITIES FUNDS |
MAXIMUM
ABSC |
MAXIMUM
SERVICE FEE |
MAXIMUM
AGGREGATE FEE |
|||||||||||
Invesco Corporate Bond Fund | Class B (reim) | 0.75 | % | 0.25 | % | 1.00 | % | |||||||
Invesco Global Real Estate Fund | Class B (comp) | 0.75 | % | 0.25 | % | 1.00 | % | |||||||
Invesco High Yield Fund | Class B (comp) | 0.75 | % | 0.25 | % | 1.00 | % | |||||||
Invesco Money Market Fund |
Class B (comp) Class BX (reim) |
|
0.65
0.65 |
%
% |
|
0.25
0.25 |
%
% |
|
.90
.90 |
%
% |
||||
Invesco Real Estate Fund | Class B (comp) | 0.75 | % | 0.25 | % | 1.00 | % | |||||||
Invesco U.S. Government Fund | Class B (comp) | 0.75 | % | 0.25 | % | 1.00 | % | |||||||
12b-1PLAN | ||||||||||||||
AIM SECTOR FUNDS |
MAXIMUM
ABSC |
MAXIMUM
SERVICE FEE |
MAXIMUM
AGGREGATE FEE |
|||||||||||
Invesco American Value Fund | Class B (reim) | 0.75 | % | 0.25 | % | 1.00 | % | |||||||
Invesco Comstock Fund | Class B (reim) | 0.75 | % | 0.25 | % | 1.00 | % | |||||||
Invesco Dividend Income Fund | Class B (comp) | 0.75 | % | 0.25 | % | 1.00 | % | |||||||
Invesco Energy Fund | Class B (comp) | 0.75 | % | 0.25 | % | 1.00 | % | |||||||
Invesco Gold & Precious Metals Fund | Class B (comp) | 0.75 | % | 0.25 | % | 1.00 | % | |||||||
Invesco Mid Cap Growth Fund | Class B (reim) | 0.75 | % | 0.25 | % | 1.00 | % | |||||||
Invesco Small Cap Value Fund | Class B (reim) | 0.75 | % | 0.25 | % | 1.00 | % | |||||||
Invesco Technology Fund | Class B (comp) | 0.75 | % | 0.25 | % | 1.00 | % | |||||||
Invesco Technology Sector Fund | Class B (reim) | 0.75 | % | 0.25 | % | 1.00 | % |
A-4
12b-1PLAN | ||||||||||||||
AIM SECTOR FUNDS |
MAXIMUM
ABSC |
MAXIMUM
SERVICE FEE |
MAXIMUM
AGGREGATE FEE |
|||||||||||
Invesco Value Opportunities Fund |
Class B (reim) | 0.75 | % | 0.25 | % | 1.00 | % | |||||||
12b-1PLAN | ||||||||||||||
AIM TAX-EXEMPT FUNDS |
MAXIMUM
ABSC |
MAXIMUM
SERVICE FEE |
MAXIMUM
AGGREGATE FEE |
|||||||||||
Invesco High Yield Municipal Fund | Class B (reim) | 0.75 | % | 0.25 | % | 1.00 | % | |||||||
Invesco Intermediate Term Municipal Income Fund | Class B (reim) | 0.75 | % | 0.25 | % | 1.00 | % | |||||||
Invesco Municipal Income Fund | Class B (reim) | 0.75 | % | 0.25 | % | 1.00 | % | |||||||
Invesco New York Tax Free Income Fund | Class B (reim) | 0.75 | % | 0.25 | % | 1.00 | % |
A-5
AMENDMENT NO. 29
TO THE FIRST RESTATED
MASTER DISTRIBUTION PLAN
(Class C Shares)
The First Restated Master Distribution Plan (the Plan), dated as of August 18, 2003, and as subsequently amended, and as restated the 20 th day of September, 2006, pursuant to Rule 12b-1, is hereby amended, dated April 22, 2014, as follows:
WHEREAS, the parties desire to amend the Plan to add Invesco Global Infrastructure Fund, Invesco MLP Fund, Invesco Strategic Income Fund and Invesco Strategic Real Return Fund;
NOW THEREFORE, Schedule A to the Plan is hereby deleted in its entirety and replaced with the following:
SCHEDULE A
TO
FIRST RESTATED
MASTER DISTRIBUTION PLAN
(CLASS C SHARES)
(DISTRIBUTION AND SERVICE FEES)
The Fund shall pay the Distributor as full compensation for all services rendered and all facilities furnished under the Distribution Plan for the Class C Shares of each Portfolio designated below, a Distribution Fee* and a Service Fee determined by applying the annual rate set forth below as to the Class C Shares of each Portfolio to the average daily net assets of the Class C Shares of the Portfolio for the plan year. Average daily net assets shall be computed in a manner used for the determination of the offering price of the Class C Shares of the Portfolio.
AIM COUNSELOR SERIES TRUST (INVESCO COUNSELOR SERIES TRUST) |
Maximum
Asset Based Sales Charge |
Maximum
Service Fee |
Maximum
Aggregate Fee |
|||||||||
Portfolio - Class C Shares |
||||||||||||
Invesco Core Plus Bond Fund |
0.75 | % | 0.25 | % | 1.00 | % | ||||||
Invesco Floating Rate Fund |
0.50 | % | 0.25 | % | 0.75 | % | ||||||
Invesco Global Real Estate Income Fund |
0.75 | % | 0.25 | % | 1.00 | % | ||||||
Invesco Low Volatility Equity Yield Fund |
0.75 | % | 0.25 | % | 1.00 | % | ||||||
Invesco Strategic Real Return Fund |
0.75 | % | 0.25 | % | 1.00 | % | ||||||
AIM EQUITY FUNDS (INVESCO EQUITY FUNDS) |
Maximum
Asset Based Sales Charge |
Maximum
Service Fee |
Maximum
Aggregate Fee |
|||||||||
Portfolio - Class C Shares |
||||||||||||
Invesco Charter Fund |
0.75 | % | 0.25 | % | 1.00 | % | ||||||
Invesco Diversified Dividend Fund |
0.75 | % | 0.25 | % | 1.00 | % | ||||||
Invesco Summit Fund |
0.75 | % | 0.25 | % | 1.00 | % | ||||||
AIM FUNDS GROUP (INVESCO FUNDS GROUP) |
Maximum
Asset Based Sales Charge |
Maximum
Service Fee |
Maximum
Aggregate Fee |
|||||||||
Portfolio - Class C Shares |
||||||||||||
Invesco European Small Company Fund |
0.75 | % | 0.25 | % | 1.00 | % | ||||||
Invesco Global Core Equity Fund |
0.75 | % | 0.25 | % | 1.00 | % |
Invesco International Small Company Fund |
0.75 | % | 0.25 | % | 1.00 | % | ||||||
Invesco Small Cap Equity Fund |
0.75 | % | 0.25 | % | 1.00 | % | ||||||
AIM GROWTH SERIES (INVESCO GROWTH SERIES) |
Maximum
Asset Based Sales Charge |
Maximum
Service Fee |
Maximum
Aggregate Fee |
|||||||||
Portfolio - Class C Shares |
||||||||||||
Invesco Balanced-Risk Retirement Now Fund |
0.75 | % | 0.25 | % | 1.00 | % | ||||||
Invesco Balanced-Risk Retirement 2020 Fund |
0.75 | % | 0.25 | % | 1.00 | % | ||||||
Invesco Balanced-Risk Retirement 2030 Fund |
0.75 | % | 0.25 | % | 1.00 | % | ||||||
Invesco Balanced-Risk Retirement 2040 Fund |
0.75 | % | 0.25 | % | 1.00 | % | ||||||
Invesco Balanced-Risk Retirement 2050 Fund |
0.75 | % | 0.25 | % | 1.00 | % | ||||||
Invesco Global Low Volatility Equity Yield Fund |
0.75 | % | 0.25 | % | 1.00 | % | ||||||
Invesco Growth Allocation Fund |
0.75 | % | 0.25 | % | 1.00 | % | ||||||
Invesco Income Allocation Fund |
0.75 | % | 0.25 | % | 1.00 | % | ||||||
Invesco International Allocation Fund |
0.75 | % | 0.25 | % | 1.00 | % | ||||||
Invesco Mid Cap Core Equity Fund |
0.75 | % | 0.25 | % | 1.00 | % | ||||||
Invesco Moderate Allocation Fund |
0.75 | % | 0.25 | % | 1.00 | % | ||||||
Invesco Conservative Allocation Fund |
0.75 | % | 0.25 | % | 1.00 | % | ||||||
Invesco Small Cap Growth Fund |
0.75 | % | 0.25 | % | 1.00 | % | ||||||
AIM INTERNATIONAL MUTUAL FUNDS (INVESCO INTERNATIONAL MUTUAL FUNDS) |
Minimum
Asset Based Sales Charge |
Maximum
Service Fee |
Maximum
Aggregate Fee |
|||||||||
Portfolio - Class C Shares |
||||||||||||
Invesco Asia Pacific Growth Fund |
0.75 | % | 0.25 | % | 1.00 | % | ||||||
Invesco European Growth Fund |
0.75 | % | 0.25 | % | 1.00 | % | ||||||
Invesco Global Opportunities Fund |
0.75 | % | 0.25 | % | 1.00 | % | ||||||
Invesco Select Opportunities Fund |
0.75 | % | 0.25 | % | 1.00 | % | ||||||
Invesco Global Growth Fund |
0.75 | % | 0.25 | % | 1.00 | % | ||||||
Invesco Global Small & Mid Cap Growth Fund |
0.75 | % | 0.25 | % | 1.00 | % | ||||||
Invesco International Core Equity Fund |
0.75 | % | 0.25 | % | 1.00 | % | ||||||
Invesco International Growth Fund |
0.75 | % | 0.25 | % | 1.00 | % | ||||||
AIM INVESTMENT FUNDS (INVESCO INVESTMENT FUNDS) |
Maximum
Asset Based Sales Charge |
Maximum
Service Fee |
Maximum
Aggregate Fee |
|||||||||
Portfolio - Class C Shares |
||||||||||||
Invesco All Cap Market Neutral Fund |
0.75 | % | 0.25 | % | 1.00 | % | ||||||
Invesco Balanced-Risk Allocation Fund |
0.75 | % | 0.25 | % | 1.00 | % | ||||||
Invesco Balanced-Risk Commodity Strategy Fund |
0.75 | % | 0.25 | % | 1.00 | % | ||||||
Invesco China Fund |
0.75 | % | 0.25 | % | 1.00 | % | ||||||
Invesco Developing Markets Fund |
0.75 | % | 0.25 | % | 1.00 | % | ||||||
Invesco Emerging Market Local Currency Debt Fund |
0.75 | % | 0.25 | % | 1.00 | % | ||||||
Invesco Emerging Markets Equity Fund |
0.75 | % | 0.25 | % | 1.00 | % | ||||||
Invesco Global Health Care Fund |
0.75 | % | 0.25 | % | 1.00 | % | ||||||
Invesco Global Infrastructure Fund |
0.75 | % | 0.25 | % | 1.00 | % | ||||||
Invesco Global Market Neutral Fund |
0.75 | % | 0.25 | % | 1.00 | % | ||||||
Invesco Global Markets Strategy Fund |
0.75 | % | 0.25 | % | 1.00 | % | ||||||
Invesco Global Targeted Returns Fund |
0.75 | % | 0.25 | % | 1.00 | % | ||||||
Invesco International Total Return Fund |
0.75 | % | 0.25 | % | 1.00 | % | ||||||
Invesco Long/Short Equity Fund |
0.75 | % | 0.25 | % | 1.00 | % |
2
Invesco Low Volatility Emerging Markets Fund |
0.75 | % | 0.25 | % | 1.00 | % | ||||||
Invesco Macro International Equity Fund |
0.75 | % | 0.25 | % | 1.00 | % | ||||||
Invesco Macro Long/Short Fund |
0.75 | % | 0.25 | % | 1.00 | % | ||||||
Invesco MLP Fund |
0.75 | % | 0.25 | % | 1.00 | % | ||||||
Invesco Endeavor Fund |
0.75 | % | 0.25 | % | 1.00 | % | ||||||
Invesco Select Companies Fund |
0.75 | % | 0.25 | % | 1.00 | % | ||||||
Invesco Premium Income Fund |
0.75 | % | 0.25 | % | 1.00 | % | ||||||
Invesco Strategic Income Fund |
0.75 | % | 0.25 | % | 1.00 | % | ||||||
AIM INVESTMENT SECURITIES FUNDS (INVESCO INVESTMENT SECURITIES FUNDS) |
Maximum
Asset Based Sales Charge |
Maximum
Service Fee |
Maximum
Aggregate Fee |
|||||||||
Portfolio - Class C Shares |
||||||||||||
Invesco Global Real Estate Fund |
0.75 | % | 0.25 | % | 1.00 | % | ||||||
Invesco High Yield Fund |
0.75 | % | 0.25 | % | 1.00 | % | ||||||
Invesco Money Market Fund |
0.65 | % | 0.25 | % | 0.90 | % | ||||||
Invesco Real Estate Fund |
0.75 | % | 0.25 | % | 1.00 | % | ||||||
Invesco Short Term Bond Fund |
0.40 | % | 0.25 | % | 0.65 | % | ||||||
Invesco U.S. Government Fund |
0.75 | % | 0.25 | % | 1.00 | % | ||||||
AIM SECTOR FUNDS (INVESCO SECTOR FUNDS) |
Maximum
Based Sales Charge |
Asset
Maximum Service Fee |
Maximum
Aggregate Fee |
|||||||||
Portfolio - Class C Shares |
||||||||||||
Invesco Energy Fund |
0.75 | % | 0.25 | % | 1.00 | % | ||||||
Invesco Gold & Precious Metals Fund |
0.75 | % | 0.25 | % | 1.00 | % | ||||||
Invesco Technology Fund |
0.75 | % | 0.25 | % | 1.00 | % | ||||||
Invesco Dividend Income Fund |
0.75 | % | 0.25 | % | 1.00 | % |
* | The Distribution Fee is payable apart from the sales charge, if any, as stated in the current prospectus for the applicable Portfolio (or Class thereof). |
All other terms and provisions of the Plan not amended herein shall remain in full force and effect.
April 22, 2014
3
AMENDMENT NO. 22
TO THE FIRST RESTATED
MASTER DISTRIBUTION PLAN
(Class R Shares)
The First Restated Master Distribution Plan (the Plan), dated as of August 18, 2003, and as subsequently amended, and as restated the 20 th day of September, 2006, pursuant to Rule 12b-1, is hereby amended, dated April 22, 2014, as follows:
WHEREAS, the parties desire to amend the Plan to add Invesco Global Infrastructure Fund, Invesco MLP Fund, Invesco Strategic Income Fund and Invesco Strategic Real Return Fund;
NOW THEREFORE, Schedule A to the Plan is hereby deleted in its entirety and replaced with the following:
SCHEDULE A
TO
FIRST RESTATED
MASTER DISTRIBUTION PLAN
(CLASS R SHARES)
(DISTRIBUTION AND SERVICE FEES)
The Fund shall pay the Distributor as full compensation for all services rendered and all facilities furnished under the Distribution Plan for the Class R Shares of each Portfolio designated below, a Distribution Fee and a Service Fee determined by applying the annual rate set forth below as to the Class R Shares of each Portfolio to the average daily net assets of the Class R Shares of the Portfolio for the plan year. Average daily net assets shall be computed in a manner used for the determination of the offering price of the Class R Shares of the Portfolio.
AIM COUNSELOR SERIES TRUST (INVESCO COUNSELOR SERIES TRUST) |
Minimum
Asset Based Sales Charge |
Maximum
Service Fee |
Maximum
Aggregate Fee |
|||||||||
Portfolio Class R Shares |
||||||||||||
Invesco American Franchise Fund |
0.25 | % | 0.25 | % | 0.50 | % | ||||||
Invesco Core Plus Bond Fund |
0.25 | % | 0.25 | % | 0.50 | % | ||||||
Invesco Floating Rate Fund |
0.25 | % | 0.25 | % | 0.50 | % | ||||||
Invesco Low Volatility Equity Yield Fund |
0.25 | % | 0.25 | % | 0.50 | % | ||||||
Invesco Strategic Real Return Fund |
0.25 | % | 0.25 | % | 0.50 | % | ||||||
AIM EQUITY FUNDS (INVESCO EQUITY FUNDS) |
Minimum
Asset Based Sales Charge |
Maximum
Service Fee |
Maximum
Aggregate Fee |
|||||||||
Portfolio Class R Shares |
||||||||||||
Invesco Charter Fund |
0.25 | % | 0.25 | % | 0.50 | % | ||||||
Invesco Diversified Dividend Fund |
0.25 | % | 0.25 | % | 0.50 | % | ||||||
AIM FUNDS GROUP (INVESCO FUNDS GROUP) |
Minimum
Based Sales Charge |
Maximum
Service Fee |
Maximum
Aggregate Fee |
|||||||||
Portfolio Class R Shares |
1
Invesco Global Core Equity Fund |
0.25 | % | 0.25 | % | 0.50 | % | ||||||
Invesco Small Cap Equity Fund |
0.25 | % | 0.25 | % | 0.50 | % | ||||||
AIM GROWTH SERIES (INVESCO GROWTH SERIES) |
Minimum
Asset Based Sales Charge |
Maximum
Service Fee |
Maximum
Aggregate Fee |
|||||||||
Portfolio Class R Shares |
||||||||||||
Invesco Balanced-Risk Retirement Now Fund |
0.25 | % | 0.25 | % | 0.50 | % | ||||||
Invesco Balanced-Risk Retirement 2020 Fund |
0.25 | % | 0.25 | % | 0.50 | % | ||||||
Invesco Balanced-Risk Retirement 2030 Fund |
0.25 | % | 0.25 | % | 0.50 | % | ||||||
Invesco Balanced-Risk Retirement 2040 Fund |
0.25 | % | 0.25 | % | 0.50 | % | ||||||
Invesco Balanced-Risk Retirement 2050 Fund |
0.25 | % | 0.25 | % | 0.50 | % | ||||||
Invesco Global Low Volatility Equity Yield Fund |
0.25 | % | 0.25 | % | 0.50 | % | ||||||
Invesco Growth Allocation Fund |
0.25 | % | 0.25 | % | 0.50 | % | ||||||
Invesco Income Allocation Fund |
0.25 | % | 0.25 | % | 0.50 | % | ||||||
Invesco International Allocation Fund |
0.25 | % | 0.25 | % | 0.50 | % | ||||||
Invesco Mid Cap Core Equity Fund |
0.25 | % | 0.25 | % | 0.50 | % | ||||||
Invesco Moderate Allocation Fund |
0.25 | % | 0.25 | % | 0.50 | % | ||||||
Invesco Conservative Allocation Fund |
0.25 | % | 0.25 | % | 0.50 | % | ||||||
Invesco Small Cap Growth Fund |
0.25 | % | 0.25 | % | 0.50 | % | ||||||
AIM INTERNATIONAL MUTUAL FUNDS (INVESCO INTERNATIONAL MUTUAL FUNDS) |
Minimum
Asset Based Sales Charge |
Maximum
Service Fee |
Maximum
Aggregate Fee |
|||||||||
Portfolio Class R Shares |
||||||||||||
Invesco European Growth Fund |
0.25 | % | 0.25 | % | 0.50 | % | ||||||
Invesco International Core Equity Fund |
0.25 | % | 0.25 | % | 0.50 | % | ||||||
Invesco Global Opportunities Fund |
0.25 | % | 0.25 | % | 0.50 | % | ||||||
Invesco Select Opportunities Fund |
0.25 | % | 0.25 | % | 0.50 | % | ||||||
Invesco International Growth Fund |
0.25 | % | 0.25 | % | 0.50 | % | ||||||
AIM INVESTMENT FUNDS (INVESCO INVESTMENT FUNDS) |
Minimum
Asset Based Sales Charge |
Maximum
Service Fee |
Maximum
Aggregate Fee |
|||||||||
Portfolio Class R Shares |
||||||||||||
Invesco All Cap Market Neutral Fund |
0.25 | % | 0.25 | % | 0.50 | % | ||||||
Invesco Balanced-Risk Allocation Fund |
0.25 | % | 0.25 | % | 0.50 | % | ||||||
Invesco Balanced-Risk Commodity Strategy Fund |
0.25 | % | 0.25 | % | 0.50 | % | ||||||
Invesco Emerging Market Local Currency Debt Fund |
0.25 | % | 0.25 | % | 0.50 | % | ||||||
Invesco Emerging Markets Equity Fund |
0.25 | % | 0.25 | % | 0.50 | % | ||||||
Invesco Endeavor Fund |
0.25 | % | 0.25 | % | 0.50 | % | ||||||
Invesco Global Infrastructure Fund |
0.25 | % | 0.25 | % | 0.50 | % | ||||||
Invesco Global Market Neutral Fund |
0.25 | % | 0.25 | % | 0.50 | % | ||||||
Invesco Global Markets Strategy Fund |
0.25 | % | 0.25 | % | 0.50 | % | ||||||
Invesco Global Targeted Returns Fund |
0.25 | % | 0.25 | % | 0.50 | % | ||||||
Invesco Long/Short Equity Fund |
0.25 | % | 0.25 | % | 0.50 | % | ||||||
Invesco Low Volatility Emerging Markets Fund |
0.25 | % | 0.25 | % | 0.50 | % | ||||||
Invesco Macro International Equity Fund |
0.25 | % | 0.25 | % | 0.50 | % | ||||||
Invesco Macro Long/Short Fund |
0.25 | % | 0.25 | % | 0.50 | % | ||||||
Invesco MLP Fund |
0.25 | % | 0.25 | % | 0.50 | % | ||||||
Invesco Premium Income Fund |
0.25 | % | 0.25 | % | 0.50 | % | ||||||
Invesco Select Companies Fund |
0.25 | % | 0.25 | % | 0.50 | % | ||||||
Invesco Strategic Income Fund |
0.25 | % | 0.25 | % | 0.50 | % |
2
AIM INVESTMENT SECURITIES FUNDS (INVESCO INVESTMENT SECURITIES FUNDS) |
Minimum
Asset Based Sales Charge |
Maximum
Service Fee |
Maximum
Aggregate Fee |
|||||||||
Portfolio Class R Shares |
||||||||||||
Invesco Global Real Estate Fund |
0.25 | % | 0.25 | % | 0.50 | % | ||||||
Invesco Money Market Fund |
0.15 | % | 0.25 | % | 0.40 | % | ||||||
Invesco Real Estate Fund |
0.25 | % | 0.25 | % | 0.50 | % | ||||||
Invesco Short Term Bond Fund |
0.25 | % | 0.25 | % | 0.50 | % | ||||||
Invesco U.S. Government Fund |
0.25 | % | 0.25 | % | 0.50 | % | ||||||
AIM SECTOR FUNDS (INVESCO SECTOR FUNDS) |
Minimum
Asset Based Sales Charge |
Maximum
Service Fee |
Maximum
Aggregate Fee |
|||||||||
Portfolio Class R Shares |
||||||||||||
Invesco Value Opportunities Fund |
0.25 | % | 0.25 | % | 0.50 | % |
All other terms and provisions of the Plan not amended herein shall remain in full force and effect.
Dated: April 22, 2014
3
AMENDED AND RESTATED DISTRIBUTION PLAN
CLASS A, A2, C, INVESTOR CLASS, P, R, S, SERIES II SHARES, CASH RESERVE
SHARES and CLASSES OF SHARES OF SHORT-TERM INVESTMENTS TRUST
(COMPENSATION)
1. Each Delaware statutory trust listed on Schedule A (individually a Trust and collectively, the Trusts ), severally, on behalf of each of its series portfolios listed on Schedule A (each a Fund and collectively, the Funds ), has selected Invesco Distributors, Inc. ( IDI ) to provide distribution-related services on behalf of and for the classes of shares listed on Schedule A (each a Class and collectively, the Classes ) of which the Trust is the issuer (the Shares ), pursuant to Rule 12b-1 under the Investment Company Act of 1940 (the 1940 Act ), according to the terms of this Amended and Restated Distribution Plan (which together with each prior plan that is being amended and restated, the Plan ). The Plan has been approved by a majority of the Board of Trustees of each Trust (the Board ), including a majority of the trustees who are not interested persons of the Trust and who have no direct or indirect financial interest in the operation of the Plan or in any agreements related to the Plan (the Independent Trustees ), cast in person at a meeting called for the purpose of voting on the Plan. This Plan amends and restates each prior plan for the Shares of each Trust covered by this Plan as well as all related agreements to a prior plan. All asset based fees and service fees payable under any prior plan shall continue to be payable under this Plan.
2. A Trust, on behalf of a Fund, shall pay IDI a quarterly fee not to exceed the maximum distribution fee per annum of the average daily net assets of each Class of the Fund set forth on Schedule A, as may be determined by the Board from time to time. In addition, the Trust, on behalf of a Fund, shall pay (i) to IDI for payment to dealers or others, or (ii) directly to others, an amount not to exceed the maximum shareholder service fee per annum of the average daily net assets of the Class of the Fund set forth on Schedule A, as may be determined by the Trusts Board from time to time, as a service fee pursuant to servicing agreements, forms of which have been approved from time to time by the Board, including the Independent Trustees. In any case where IDI acts as the broker of record or provides shareholder services, IDI may retain distribution related amounts. Distribution related amounts paid to IDI shall be treated as compensation for IDIs distribution-related services including compensation for amounts advanced to securities dealers or their firms or others selling shares of the Fund who have executed an agreement with the Trust, IDI or its affiliates, forms of which agreement have been approved from time to time by the Board, including the Independent Trustees. IDI may use such monies paid to it pursuant to this Plan to assist in the distribution and promotion of shares of the Fund. Such payments made to IDI under the Plan may be used for, among other things, but are not limited to expenses of printing and distributing prospectuses and reports used for sales purposes, preparing and distributing sales literature (and any related expenses), advertisements, and other distribution-related expenses; additional distribution fees paid to securities dealers or their firms or others who have executed agreements with the Trust, IDI or others, certain promotional distribution charges paid to broker-
dealer firms or others, or for participation in certain distribution channels (otherwise referred to as marketing support), including business planning assistance, advertising, educating dealer personnel about the Fund and shareholder financial planning needs, placement on dealers lists of offered funds, access to sales meetings, sales representatives and management representatives of dealers, participation in and/or presentation at conferences or seminars, sales or training programs for invited registered representatives and other employees, client and investor events and other dealer sponsored events, and ticket charges. Shareholder service expenses are expenses for personal service and/or maintenance of accounts and may include, but are not limited to, the expenses of assisting in establishing and maintaining customer accounts and records, assisting with purchase and redemption requests, arranging for bank wires, monitoring dividend payments from the Fund on behalf of customers, forwarding certain shareholder communications from the Fund to customers, receiving and answering correspondence, and aiding in maintaining the investment of their respective customers in the Fund.
3. Compensation payments shall be paid monthly by the Fund to IDI or others within 10 days after the close of each month.
4. In no event shall the aggregate asset-based sales charges which include payments specified in paragraph 2, plus any other payments deemed to be made pursuant to the Plan, exceed the amount permitted to be paid pursuant to the Rule 2830(d) of the Conduct Rules of the Financial Industry Regulatory Authority or any successor thereto.
5. No provision of this Plan shall be interpreted to prohibit any payments by a Trust with respect to the Shares of a Fund during periods when the Fund has suspended or otherwise limited sales of such Shares.
6. IDI shall furnish to the Board, for its review, on a quarterly basis, a written report of the monies paid to it and to others under the Plan, including the purposes thereof, and shall furnish the Board with such other information as the Board may reasonably request in connection with the payments made under the Plan in order to enable the Board to make an informed determination of whether the Plan should be continued.
7. The Plan, and any agreements related to this Plan, shall continue in effect for a period of more than one year only so long as such continuance is specifically approved at least annually by a vote of the Board, and of the Independent Trustees, cast in person at a meeting called for the purpose of voting on the Plan and any related agreements.
8. The Plan may be terminated at any time in whole or with respect to Shares of any Class or Fund by vote of a majority of the Independent Trustees, or by vote of a majority of the outstanding voting securities of the Fund or any Class voting separately as and to the extent required by the Act and the rules thereunder, including Rule 18f-3(a)(3). Termination of the Plan with respect to any Shares of any Class or Fund will not terminate the Plan with respect to Shares of any other Class or Fund that is not terminated.
9. Any agreement related to this Plan:
2
(a) | may be terminated at any time, without the payment of any penalty, by vote of a majority of the Independent Trustees or by vote of a majority of the outstanding voting securities of the Fund on not more than sixty (60) days written notice to any other party to the agreement; and |
(b) | will automatically terminate in the event of its assignment (as defined in the Act). |
10. The Plan may not be amended to increase materially the amount to be spent with respect to Shares of any Class or Fund for distribution pursuant to Paragraph 3 hereof without approval by a majority of the Classs or Funds outstanding voting securities (as and to the extent voting separately is required by the Act and the rules thereunder, including Rule 18f-3(a)(3)).
11. All material amendments to the Plan shall be approved by a vote of the Board, and of the Independent Trustees, cast in person at a meeting called for the purpose of voting on the Plan.
12. So long as the Plan is in effect, the Board shall satisfy the fund governance standards as defined in Rule 0-1(a)(7) under the Act, including that the selection and nomination of the Trusts Independent Trustees shall be committed to the discretion of such incumbent Independent Trustees.
13. This Plan and the policies of the respective Trust adopted hereby are not binding upon any of the Trustees or shareholders of a Trust.
3
SCHEDULE A
Compensation Plan
AIM Counselor Series Trust (Invesco Counselor Series Trust)
Portfolio | Share Class | Maximum Aggregate Fee | ||||
Invesco Core Plus Bond Fund |
Class A | 0.25 | % | |||
Class C | 1.00 | %* | ||||
Class R | 0.50 | % | ||||
Invesco Floating Rate Fund |
Class A | 0.25 | % | |||
Class C | 0.75 | %^ | ||||
Class R | 0.50 | % | ||||
Invesco Global Real Estate Income Fund |
Class A | 0.25 | % | |||
Class C | 1.00 | %* | ||||
Invesco Low Volatility Equity Yield Fund |
Class A | 0.25 | % | |||
Class C | 1.00 | %* | ||||
Class R | 0.50 | % | ||||
Investor | 0.25 | % | ||||
Invesco Strategic Real Return Fund |
Class A | 0.25 | % | |||
Class C | 1.00 | %* | ||||
Class R | 0.50 | % | ||||
AIM Equity Funds (Invesco Equity Funds) | ||||||
Portfolio | Share Class | Maximum Aggregate Fee | ||||
Invesco Charter Fund |
Class A | 0.25 | % | |||
Class C | 1.00 | %* | ||||
Class R | 0.50 | % | ||||
Class S | 0.15 | %µ | ||||
Invesco Diversified Dividend Fund |
Class A | 0.25 | % | |||
Class C | 1.00 | %* | ||||
Class R | 0.50 | % | ||||
Invesco Summit Fund |
Class A | 0.25 | % | |||
Class C | 1.00 | %* | ||||
Class P | 0/10 | % | ||||
Class S | 0.15 | %µ | ||||
AIM Funds Group (Invesco Funds Group) | ||||||
Portfolio | Share Class | Maximum Aggregate Fee | ||||
Invesco European Small Company Fund |
Class A | 0.25 | % | |||
Class C | 1.00 | %* |
A-1
AIM Funds Group (Invesco Funds Group)
Portfolio | Share Class | Maximum Aggregate Fee | ||||
Invesco Global Core Equity Fund |
Class A | 0.25 | % | |||
Class C | 1.00 | %* | ||||
Class R | 0.50 | % | ||||
Invesco International Small Company Fund |
Class A | 0.25 | % | |||
Class C | 1.00 | %* | ||||
Invesco Small Cap Equity Fund |
Class A | 0.25 | % | |||
Class C | 1.00 | %* | ||||
Class R | 0.50 | % | ||||
AIM Growth Series (Invesco Growth Series) | ||||||
Portfolio | Share Class | Maximum Aggregate Fee | ||||
Invesco Alternative Strategies Fund |
Class A | 0.25 | % | |||
Class C | 1.00 | %* | ||||
Class R | 0.50 | % | ||||
Invesco Balanced-Risk Retirement Now Fund |
Class A | 0.25 | % | |||
Class C | 1.00 | %* | ||||
Class R | 0.50 | % | ||||
Invesco Balanced-Risk Retirement 2020 Fund |
Class A | 0.25 | % | |||
Class C | 1.00 | %* | ||||
Class R | 0.50 | % | ||||
Invesco Balanced-Risk Retirement 2030 Fund |
Class A | 0.25 | % | |||
Class C | 1.00 | %* | ||||
Class R | 0.50 | % | ||||
Invesco Balanced-Risk Retirement 2040 Fund |
Class A | 0.25 | % | |||
Class C | 1.00 | %* | ||||
Class R | 0.50 | % | ||||
Invesco Balanced-Risk Retirement 2050 Fund |
Class A | 0.25 | % | |||
Class C | 1.00 | %* | ||||
Class R | 0.50 | % | ||||
Invesco Conservative Allocation Fund |
Class A | 0.25 | % | |||
Class C | 1.00 | %* | ||||
Class R | 0.50 | % | ||||
Class S | 0.15 | %µ | ||||
Invesco Global Low Volatility Equity Yield Fund |
Class A | 0.25 | % | |||
Class C | 1.00 | %* | ||||
Class R | 0.50 | % | ||||
Invesco Growth Allocation Fund |
Class A | 0.25 | % | |||
Class C | 1.00 | %* | ||||
Class R | 0.50 | % | ||||
Class S | 0.15 | %µ |
A-2
AIM Growth Series (Invesco Growth Series)
Portfolio | Share Class | Maximum Aggregate Fee | ||||
Invesco Income Allocation Fund |
Class A | 0.25 | % | |||
Class C | 1.00 | %* | ||||
Class R | 0.50 | % | ||||
Invesco International Allocation Fund |
Class A | 0.25 | % | |||
Class C | 1.00 | %* | ||||
Class R | 0.50 | % | ||||
Invesco Mid Cap Core Equity Fund |
Class A | 0.25 | % | |||
Class C | 1.00 | %* | ||||
Class R | 0.50 | % | ||||
Invesco Moderate Allocation Fund |
Class A | 0.25 | % | |||
Class C | 1.00 | %* | ||||
Class R | 0.50 | % | ||||
Class S | 0.15 | %µ | ||||
Invesco Multi-Asset Inflation Fund |
Class A | 0.25 | % | |||
Class C | 1.00 | %* | ||||
Class R | 0.50 | % | ||||
Invesco Small Cap Growth Fund |
Class A | 0.25 | % | |||
Class C | 1.00 | %* | ||||
Class R | 0.50 | % | ||||
AIM International Mutual Funds (Invesco International Mutual Funds) | ||||||
Portfolio | Share Class | Maximum Aggregate Fee | ||||
Invesco Asia Pacific Growth Fund |
Class A | 0.25 | % | |||
Class C | 1.00 | %* | ||||
Invesco European Growth Fund |
Class A | 0.25 | % | |||
Class C | 1.00 | %* | ||||
Class R | 0.50 | % | ||||
Invesco Global Growth Fund |
Class A | 0.25 | % | |||
Class C | 1.00 | %* | ||||
Invesco Global Opportunities Fund |
Class A | 0.25 | % | |||
Class C | 1.00 | %* | ||||
Class R | 0.50 | % | ||||
Invesco Global Small & Mid Cap Growth Fund |
Class A | 0.25 | % | |||
Class C | 1.00 | %* | ||||
Invesco International Core Equity Fund |
Class A | 0.25 | % | |||
Class C | 1.00 | %* | ||||
Class R | 0.50 | % | ||||
Investor | 0.25 | % |
A-3
AIM International Mutual Funds (Invesco International Mutual Funds)
Portfolio | Share Class | Maximum Aggregate Fee | ||||
Invesco International Growth Fund |
Class A | 0.25 | % | |||
Class C | 1.00 | %* | ||||
Class R | 0.50 | % | ||||
Invesco Select Opportunities Fund |
Class A | 0.25 | % | |||
Class C | 1.00 | %* | ||||
Class R | 0.50 | % | ||||
AIM Investment Funds (Invesco Investment Funds) | ||||||
Portfolio | Share Class | Maximum Aggregate Fee | ||||
Invesco All Cap Market Neutral Fund |
Class A | 0.25 | % | |||
Class C | 1.00 | %* | ||||
Class R | 0.50 | % | ||||
Invesco Balanced-Risk Allocation Fund |
Class A | 0.25 | % | |||
Class C | 1.00 | %* | ||||
Class R | 0.50 | % | ||||
Invesco Balanced-Risk Commodity Strategy Fund |
Class A | 0.25 | % | |||
Class C | 1.00 | %* | ||||
Class R | 0.50 | % | ||||
Invesco China Fund |
Class A | 0.25 | % | |||
Class C | 1.00 | %* | ||||
Invesco Developing Markets Fund |
Class A | 0.25 | % | |||
Class C | 1.00 | %* | ||||
Invesco Emerging Market Local Currency Debt Fund |
Class A | 0.25 | % | |||
Class C | 1.00 | %* | ||||
Class R | 0.50 | % | ||||
Invesco Emerging Markets Equity Fund |
Class A | 0.25 | ||||
Class C | 1.00 | %* | ||||
Class R | 0.50 | % | ||||
Invesco Endeavor Fund |
Class A | 0.25 | % | |||
Class C | 1.00 | %* | ||||
Class R | 0.50 | % | ||||
Invesco Global Health Care Fund |
Class A | 0.25 | % | |||
Class C | 1.00 | %* | ||||
Investor | 0.25 | % | ||||
Invesco Global Infrastructure Fund |
Class A | 0.25 | % | |||
Class C | 1.00 | %* | ||||
Class R | 0.50 | % |
A-4
AIM Investment Funds (Invesco Investment Funds)
Portfolio | Share Class | Maximum Aggregate Fee | ||||
Invesco Global Market Neutral Fund |
Class A | 0.25 | % | |||
Class C | 1.00 | %* | ||||
Class R | 0.50 | % | ||||
Invesco Global Markets Strategy Fund |
Class A | 0.25 | % | |||
Class C | 1.00 | %* | ||||
Class R | 0.50 | % | ||||
Invesco Global Targeted Returns Fund |
Class A | 0.25 | % | |||
Class C | 1.00 | %* | ||||
Class R | 0.50 | % | ||||
Invesco International Total Return Fund |
Class A | 0.25 | % | |||
Class C | 1.00 | %* | ||||
Invesco Long/Short Equity Fund |
Class A | 0.25 | % | |||
Class C | 1.00 | %* | ||||
Class R | 0.50 | % | ||||
Invesco Low Volatility Emerging Markets Fund |
Class A | 0.25 | % | |||
Class C | 1.00 | %* | ||||
Class R | 0.50 | % | ||||
Invesco Macro International Equity Fund |
Class A | 0.25 | % | |||
Class C | 1.00 | %* | ||||
Class R | 0.50 | % | ||||
Invesco Macro Long/Short Fund |
Class A | 0.25 | % | |||
Class C | 1.00 | %* | ||||
Class R | 0.50 | % | ||||
Invesco MLP Fund |
Class A | 0.25 | % | |||
Class C | 1.00 | % | ||||
Class R | 0.50 | % | ||||
Invesco Premium Income Fund |
Class A | 0.25 | % | |||
Class C | 1.00 | %* | ||||
Class R | 0.50 | % | ||||
Invesco Select Companies Fund |
Class A | 0.25 | % | |||
Class C | 1.00 | %* | ||||
Class R | 0.50 | % | ||||
Invesco Strategic Income Fund |
Class A | 0.25 | % | |||
Class C | 1.00 | %* | ||||
Class R | 0.50 | % |
A-5
AIM Investment Securities Funds (Invesco Investment Securities Fund) | ||||||
Portfolio | Share Class | Maximum Aggregate Fee | ||||
Invesco Corporate Bond Fund |
Class R | 0.50 | % | |||
Invesco Global Real Estate Fund |
Class A | 0.25 | % | |||
Class C | 1.00 | %* | ||||
Class R | 0.50 | % | ||||
Invesco High Yield Fund |
Class A | 0.25 | % | |||
Class C | 1.00 | %* | ||||
Invesco Limited Maturity Treasury Fund |
Class A | 0.25 | % | |||
Class A2 | 0.15 | % | ||||
Invesco Money Market Fund |
Class C | 0.90 | %# | |||
Cash Reserve Shares | 0.15 | % | ||||
Class R | 0.40 | % | ||||
Invesco Real Estate Fund |
Class A | 0.25 | % | |||
Class C | 1.00 | % | ||||
Class R | 0.50 | % | ||||
Invesco Short Term Bond Fund |
Class A | 0.15 | % | |||
Class C | 0.65 | % p | ||||
Class R | 0.50 | % | ||||
Invesco U.S. Government Fund |
Class A |
0.25 | % | |||
Class C |
1.00 | %* | ||||
Class R | 0.50 | % | ||||
AIM Sector Funds (Invesco Sector Funds) | ||||||
Portfolio | Share Class | Maximum Aggregate Fee | ||||
Invesco Dividend Income Fund |
Class A |
0.25 | % | |||
Class C | 1.00 | %* | ||||
Investor |
0.25 | % | ||||
Invesco Energy Fund |
Class A | 0.25 | % | |||
Class C | 1.00 | %* | ||||
Investor | 0.25 | % | ||||
Invesco Gold & Precious Metals Fund |
Class A | 0.25 | % | |||
Class C | 1.00 | %* | ||||
Investor | 0.25 | % | ||||
Invesco Technology Fund |
Class A | 0.25 | % | |||
Class C | 1.00 | %* | ||||
Invesco Value Opportunities Fund |
Class R | 0.50 | % |
A-6
A-7
AIM Variable Insurance Funds (Invesco Variable Insurance Funds) | ||||||
Portfolio | Share Class | Maximum Aggregate Fee | ||||
Invesco V.I. Small Cap Equity Fund |
Series II | 0.25 | % | |||
Invesco V.I. Technology Fund |
Series II | 0.25 | % | |||
Invesco V.I. Value Opportunities Fund |
Series II | 0.25 | % | |||
Short-Term Investments Trust | ||||||
Portfolio | Share Class | Maximum Aggregate Fee | ||||
Government & Agency Portfolio |
Cash Management Class | 0.10 | % | |||
Corporate Class | 0.03 | % | ||||
Personal Investment Class | 0.75 | % | ||||
Private Investment Class | 0.50 | % | ||||
Reserve Class | 1.00 | % | ||||
Resource Class | 0.20 | % | ||||
Government TaxAdvantage Portfolio |
Cash Management Class | 0.10 | % | |||
Corporate Class | 0.03 | % | ||||
Personal Investment Class | 0.75 | % | ||||
Private Investment Class | 0.50 | % | ||||
Reserve Class | 1.00 | % | ||||
Resource Class | 0.20 | % | ||||
Liquid Assets Portfolio |
Cash Management Class | 0.10 | % | |||
Corporate Class | 0.03 | % | ||||
Personal Investment Class | 0.75 | % | ||||
Private Investment Class | 0.50 | % | ||||
Reserve Class | 1.00 | % | ||||
Resource Class | 0.20 | % | ||||
STIC Prime Portfolio |
Cash Management Class | 0.10 | % | |||
Corporate Class | 0.03 | % | ||||
Personal Investment Class | 0.75 | % | ||||
Private Investment Class | 0.50 | % | ||||
Reserve Class | 1.00 | % | ||||
Resource Class | 0.20 | % |
A-8
Short-Term Investments Trust
|
||||||
Portfolio | Share Class | Maximum Aggregate Fee | ||||
Tax-Free Cash Reserve Portfolio |
Cash Management Class | 0.10 | % | |||
Corporate Class | 0.03 | % | ||||
Personal Investment Class | 0.75 | % | ||||
Private Investment Class | 0.50 | % | ||||
Reserve Class | 1.00 | % | ||||
Resource Class | 0.20 | % | ||||
Treasury Portfolio |
Cash Management Class | 0.10 | % | |||
Corporate Class | 0.03 | % | ||||
Personal Investment Class | 0.75 | % | ||||
Private Investment Class | 0.50 | % | ||||
Reserve Class | 1.00 | % | ||||
Resource Class | 0.20 | % |
Notes:
* | Maximum 0.75% asset based sales charge and maximum 0.25% service fee. |
^ | Maximum 0.50% asset based sales charge and maximum 0.25% service fee. |
µ | 0.00% asset based sales charge and maximum 0.15% service fee. The distribution fee is payable apart from the sales charge, if any, as stated in the current prospectus. |
| 0.00% asset based sales charge and maximum 0.10% service fee. The distribution fee is payable apart from the sales charge, if any, as stated in the current prospectus. |
# | Maximum 0.65% asset based sales charge and maximum 0.25% service fee. |
p | Maximum 0.40% asset based sales charge and maximum 0.25% service fee. |
A-9
AMENDMENT NO. 1
TO THE
AMENDED AND RESTATED DISTRIBUTION PLAN
CLASS A, A2, C, INVESTOR CLASS, P, R, S, SERIES II SHARES, CASH RESERVE
SHARES and CLASSES OF SHARES OF SHORT-TERM INVESTMENTS TRUST
(COMPENSATION)
The Amended and Restated Master Distribution Plan (the Plan), dated as of July 1, 2014, as subsequently amended, pursuant to Rule 12b-1, is hereby amended, dated October 14, 2014, as follows:
WHEREAS, the parties desire to amend the Plan to add Invesco Unconstrained Bond Fund;
NOW THEREFORE, Schedule A to the Plan is hereby deleted in its entirety and replaced with the following:
SCHEDULE A
Compensation Plan
AIM Counselor Series Trust (Invesco Counselor Series Trust)
Portfolio | Share Class | Maximum Aggregate Fee | ||
Invesco Core Plus Bond Fund |
Class A | 0.25% | ||
Class C | 1.00%* | |||
Class R | 0.50% | |||
Invesco Floating Rate Fund |
Class A | 0.25% | ||
Class C | 0.75%^ | |||
Class R | 0.50% | |||
Invesco Global Real Estate Income Fund |
Class A | 0.25% | ||
Class C | 1.00%* | |||
Invesco Low Volatility Equity Yield Fund |
Class A | 0.25% | ||
Class C | 1.00%* | |||
Class R | 0.50% | |||
Investor | 0.25% | |||
Invesco Strategic Real Return Fund |
Class A | 0.25% | ||
Class C | 1.00%* | |||
Class R | 0.50% |
AIM Equity Funds (Invesco Equity Funds)
Portfolio | Share Class | Maximum Aggregate Fee | ||
Invesco Charter Fund |
Class A | 0.25% | ||
Class C |
1.00%* | |||
Class R |
0.50% | |||
Class S | 0.15%µ |
A-1
Invesco Diversified Dividend Fund |
Class A | 0.25% | ||
Class C |
1.00%* | |||
Class R |
0.50% | |||
Invesco Summit Fund |
Class A | 0.25% | ||
Class C |
1.00%* | |||
Class P |
0/10% | |||
Class S |
0.15%µ |
AIM Funds Group (Invesco Funds Group)
Portfolio | Share Class | Maximum Aggregate Fee | ||
Invesco European Small Company Fund |
Class A | 0.25% | ||
Class C | 1.00%* |
AIM Funds Group (Invesco Funds Group)
Portfolio | Share Class | Maximum Aggregate Fee | ||
Invesco Global Core Equity Fund |
Class A | 0.25% | ||
Class C | 1.00%* | |||
Class R | 0.50% | |||
Invesco International Small Company Fund |
Class A | 0.25% | ||
Class C | 1.00%* | |||
Invesco Small Cap Equity Fund |
Class A | 0.25% | ||
Class C | 1.00%* | |||
Class R | 0.50% |
AIM Growth Series (Invesco Growth Series)
Portfolio | Share Class | Maximum Aggregate Fee | ||
Invesco Alternative Strategies Fund |
Class A | 0.25% | ||
Class C |
1.00%* | |||
Class R |
0.50% | |||
Invesco Balanced-Risk Retirement Now Fund |
Class A | 0.25% | ||
Class C | 1.00%* | |||
Class R | 0.50% | |||
Invesco Balanced-Risk Retirement 2020 Fund |
Class A | 0.25% | ||
Class C | 1.00%* | |||
Class R | 0.50% | |||
Invesco Balanced-Risk Retirement 2030 Fund |
Class A | 0.25% | ||
Class C | 1.00%* | |||
Class R | 0.50% | |||
Invesco Balanced-Risk Retirement 2040 Fund |
Class A | 0.25% | ||
Class C | 1.00%* | |||
Class R | 0.50% |
A-2
Invesco Balanced-Risk Retirement 2050 Fund |
Class A | 0.25% | ||
Class C | 1.00%* | |||
Class R | 0.50% | |||
Invesco Conservative Allocation Fund |
Class A | 0.25% | ||
Class C | 1.00%* | |||
Class R | 0.50% | |||
Class S | 0.15%µ | |||
Invesco Global Low Volatility Equity Yield Fund |
Class A | 0.25% | ||
Class C | 1.00%* | |||
Class R | 0.50% | |||
Invesco Growth Allocation Fund |
Class A | 0.25% | ||
Class C | 1.00%* | |||
Class R | 0.50% | |||
Class S | 0.15%µ | |||
Invesco Income Allocation Fund |
Class A | 0.25% | ||
Class C | 1.00%* | |||
Class R | 0.50% | |||
Invesco International Allocation Fund |
Class A | 0.25% | ||
Class C | 1.00%* | |||
Class R | 0.50% | |||
Invesco Mid Cap Core Equity Fund |
Class A | 0.25% | ||
Class C | 1.00%* | |||
Class R | 0.50% | |||
Invesco Moderate Allocation Fund |
Class A | 0.25% | ||
Class C | 1.00%* | |||
Class R | 0.50% | |||
Class S | 0.15%µ | |||
Invesco Multi-Asset Inflation Fund |
Class A | 0.25% | ||
Class C | 1.00%* | |||
Class R | 0.50% | |||
Invesco Small Cap Growth Fund |
Class A | 0.25% | ||
Class C | 1.00%* | |||
Class R | 0.50% |
AIM International Mutual Funds (Invesco International Mutual Funds)
Portfolio | Share Class | Maximum Aggregate Fee | ||
Invesco Asia Pacific Growth Fund |
Class A | 0.25% | ||
Class C |
1.00%* | |||
Invesco European Growth Fund |
Class A | 0.25% | ||
Class C |
1.00%* | |||
Class R |
0.50% | |||
Invesco Global Growth Fund |
Class A | 0.25% | ||
Class C |
1.00%* |
A-3
Invesco Global Opportunities Fund |
Class A | 0.25% | ||
Class C |
1.00%* | |||
Class R |
0.50% | |||
Invesco Global Small & Mid Cap Growth Fund |
Class A | 0.25% | ||
Class C |
1.00%* | |||
Invesco International Core Equity Fund |
Class A | 0.25% | ||
Class C |
1.00%* | |||
Class R |
0.50% | |||
Investor |
0.25% | |||
Invesco International Growth Fund |
Class A | 0.25% | ||
Class C |
1.00%* | |||
Class R |
0.50% | |||
Invesco Select Opportunities Fund |
Class A | 0.25% | ||
Class C |
1.00%* | |||
Class R |
0.50% |
AIM Investment Funds (Invesco Investment Funds)
Portfolio | Share Class | Maximum Aggregate Fee | ||
Invesco All Cap Market Neutral Fund |
Class A | 0.25% | ||
Class C | 1.00%* | |||
Class R | 0.50% | |||
Invesco Balanced-Risk Allocation Fund |
Class A | 0.25% | ||
Class C | 1.00%* | |||
Class R | 0.50% | |||
Invesco Balanced-Risk Commodity |
Class A | 0.25% | ||
Strategy Fund |
Class C | 1.00%* | ||
Class R | 0.50% | |||
Invesco China Fund |
Class A | 0.25% | ||
Class C | 1.00%* | |||
Invesco Developing Markets Fund |
Class A | 0.25% | ||
Class C | 1.00%* | |||
Invesco Emerging Market Local Currency |
Class A | 0.25% | ||
Debt Fund |
Class C | 1.00%* | ||
Class R | 0.50% | |||
Invesco Emerging Markets Equity Fund |
Class A | 0.25 | ||
Class C | 1.00%* | |||
Class R | 0.50% | |||
Invesco Endeavor Fund |
Class A | 0.25% | ||
Class C | 1.00%* | |||
Class R | 0.50% |
A-4
Invesco Global Health Care Fund |
Class A | 0.25% | ||
Class C | 1.00%* | |||
Investor | 0.25% | |||
Invesco Global Infrastructure Fund |
Class A | 0.25% | ||
Class C | 1.00%* | |||
Class R | 0.50% | |||
Invesco Global Market Neutral Fund |
Class A | 0.25% | ||
Class C | 1.00%* | |||
Class R | 0.50% | |||
Invesco Global Markets Strategy Fund |
Class A | 0.25% | ||
Class C | 1.00%* | |||
Class R | 0.50% | |||
Invesco Global Targeted Returns Fund |
Class A | 0.25% | ||
Class C | 1.00%* | |||
Class R | 0.50% | |||
Invesco International Total Return Fund |
Class A | 0.25% | ||
Class C | 1.00%* | |||
Invesco Long/Short Equity Fund |
Class A | 0.25% | ||
Class C | 1.00%* | |||
Class R | 0.50% | |||
Invesco Low Volatility Emerging |
Class A | 0.25% | ||
Markets Fund |
Class C | 1.00%* | ||
Class R | 0.50% | |||
Invesco Macro International Equity Fund |
Class A | 0.25% | ||
Class C | 1.00%* | |||
Class R | 0.50% | |||
Invesco Macro Long/Short Fund |
Class A | 0.25% | ||
Class C | 1.00%* | |||
Class R | 0.50% | |||
Invesco MLP Fund |
Class A | 0.25% | ||
Class C | 1.00% | |||
Class R | 0.50% | |||
Invesco Premium Income Fund |
Class A | 0.25% | ||
Class C | 1.00%* | |||
Class R | 0.50% | |||
Invesco Select Companies Fund |
Class A | 0.25% | ||
Class C | 1.00%* | |||
Class R | 0.50% | |||
Invesco Strategic Income Fund |
Class A | 0.25% | ||
Class C | 1.00%* | |||
Class R | 0.50% |
A-5
Invesco Unconstrained Bond Fund |
Class A | 0.25% | ||
Class C | 1.00%* | |||
Class R | 0.50% |
AIM Investment Securities Funds (Invesco Investment Securities Fund)
Portfolio | Share Class | Maximum Aggregate Fee | ||
Invesco Corporate Bond Fund |
Class R | 0.50% | ||
Invesco Global Real Estate Fund |
Class A | 0.25% | ||
Class C |
1.00%* | |||
Class R |
0.50% | |||
Invesco High Yield Fund |
Class A | 0.25% | ||
Class C |
1.00%* | |||
Invesco Limited Maturity Treasury Fund |
Class A | 0.25% | ||
Class A2 |
0.15% | |||
Invesco Money Market Fund |
Class C | 0.90%# | ||
Cash Reserve Shares |
0.15% | |||
Class R |
0.40% | |||
Invesco Real Estate Fund |
Class A | 0.25% | ||
Class C |
1.00% | |||
Class R |
0.50% | |||
Invesco Short Term Bond Fund |
Class A | 0.15% | ||
Class C |
0.65% p | |||
Class R |
0.50% | |||
Invesco U.S. Government Fund |
Class A | 0.25% | ||
Class C |
1.00%* | |||
Class R |
0.50% |
AIM Sector Funds (Invesco Sector Funds)
Portfolio | Share Class | Maximum Aggregate Fee | ||
Invesco Dividend Income Fund |
Class A | 0.25% | ||
Class C | 1.00%* | |||
Investor | 0.25% | |||
Invesco Energy Fund |
Class A | 0.25% | ||
Class C | 1.00%* | |||
Investor | 0.25% | |||
Invesco Gold & Precious Metals Fund |
Class A | 0.25% | ||
Class C | 1.00%* | |||
Investor | 0.25% | |||
Invesco Technology Fund |
Class A | 0.25% | ||
Class C | 1.00%* | |||
Invesco Value Opportunities Fund |
Class R | 0.50% |
A-6
AIM Tax-Exempt Funds (Invesco Tax-Exempt Funds)
Portfolio | Share Class | Maximum Aggregate Fee | ||
Invesco Tax-Exempt Cash Fund |
Class A | 0.10% | ||
Invesco Tax-Free Intermediate Fund |
Class A | 0.25% | ||
Class C | 1.00%* |
AIM Variable Insurance Funds (Invesco Variable Insurance Funds)
Portfolio | Share Class | Maximum Aggregate Fee | ||
Invesco V.I. American Franchise Fund |
Series II | 0.25% | ||
Invesco V.I. American Value Fund |
Series II | 0.25% | ||
Invesco V.I. Balanced-Risk Allocation Fund |
Series II | 0.25% | ||
Invesco V.I. Comstock Fund |
Series II | 0.25% | ||
Invesco V.I. Core Equity Fund |
Series II | 0.25% | ||
Invesco V.I. Diversified Dividend Fund |
Series II | 0.25% | ||
Invesco V.I. Diversified Income Fund |
Series II | 0.25% | ||
Invesco V.I. Equally-Weighted S & P 500 Fund |
Series II | 0.25% | ||
Invesco V.I. Equity and Income Fund |
Series II | 0.25% | ||
Invesco V.I. Global Core Equity Fund |
Series II | 0.25% | ||
Invesco V.I. Global Health Care Fund |
Series II | 0.25% | ||
Invesco V.I. Global Real Estate Fund |
Series II | 0.25% | ||
Invesco V.I. Government Securities Fund |
Series II | 0.25% | ||
Invesco V.I. Growth and Income Fund |
Series II | 0.25% | ||
Invesco V.I. High Yield Fund |
Series II | 0.25% | ||
Invesco V.I. International Growth Fund |
Series II | 0.25% | ||
Invesco V.I. Managed Volatility Fund |
Series II | 0.25% | ||
Invesco V.I. Mid Cap Core Equity Fund |
Series II | 0.25% | ||
Invesco V.I. Mid Cap Growth Fund |
Series II | 0.25% | ||
Invesco V.I. Money Market Fund |
Series II | 0.25% | ||
Invesco V.I. S & P 500 Index Fund |
Series II | 0.25% | ||
Invesco V.I. Small Cap Equity Fund |
Series II | 0.25% | ||
Invesco V.I. Technology Fund |
Series II | 0.25% | ||
Invesco V.I. Value Opportunities Fund |
Series II | 0.25% |
Short-Term Investments Trust
Portfolio | Share Class | Maximum Aggregate Fee | ||
Government & Agency Portfolio |
Cash Management Class | 0.10% | ||
Corporate Class |
0.03% | |||
Personal Investment Class |
0.75% | |||
Private Investment Class |
0.50% | |||
Reserve Class |
1.00% | |||
Resource Class |
0.20% | |||
Government TaxAdvantage Portfolio |
Cash Management Class | 0.10% | ||
Corporate Class |
0.03% | |||
Personal Investment Class |
0.75% | |||
Private Investment Class |
0.50% | |||
Reserve Class |
1.00% | |||
Resource Class |
0.20% |
A-7
Liquid Assets Portfolio |
Cash Management Class | 0.10% | ||
Corporate Class |
0.03% | |||
Personal Investment Class |
0.75% | |||
Private Investment Class |
0.50% | |||
Reserve Class |
1.00% | |||
Resource Class |
0.20% | |||
STIC Prime Portfolio |
Cash Management Class | 0.10% | ||
Corporate Class |
0.03% | |||
Personal Investment Class |
0.75% | |||
Private Investment Class |
0.50% | |||
Reserve Class |
1.00% | |||
Resource Class |
0.20% | |||
Tax-Free Cash Reserve Portfolio |
Cash Management Class | 0.10% | ||
Corporate Class |
0.03% | |||
Personal Investment Class |
0.75% | |||
Private Investment Class |
0.50% | |||
Reserve Class |
1.00% | |||
Resource Class |
0.20% | |||
Treasury Portfolio |
Cash Management Class | 0.10% | ||
Corporate Class |
0.03% | |||
Personal Investment Class |
0.75% | |||
Private Investment Class |
0.50% | |||
Reserve Class |
1.00% | |||
Resource Class |
0.20% |
Notes:
* | Maximum 0.75% asset based sales charge and maximum 0.25% service fee. |
^ | Maximum 0.50% asset based sales charge and maximum 0.25% service fee. |
µ | 0.00% asset based sales charge and maximum 0.15% service fee. The distribution fee is payable apart from the sales charge, if any, as stated in the current prospectus. |
| 0.00% asset based sales charge and maximum 0.10% service fee. The distribution fee is payable apart from the sales charge, if any, as stated in the current prospectus. |
# | Maximum 0.65% asset based sales charge and maximum 0.25% service fee. |
p | Maximum 0.40% asset based sales charge and maximum 0.25% service fee. |
A-8
POWER OF ATTORNEY
I appoint Philip A. Taylor and John M. Zerr, and each of them separately, to act as my attorneys-in-fact and agents, in my capacity as a trustee of the Funds listed on Schedule A attached hereto and incorporated herein, effective August 29, 2014, to:
(1) sign on my behalf any and all filings made by the Funds pursuant to the Securities Act of 1933, as amended (1933 Act) and/or the Investment Company Act of 1940 as amended (1940 Act), including but not limited to, Registration Statements under the 1933 Act and 1940 Act, with the Securities and Exchange Commission and any other applicable state and federal regulatory Authorities and
(2) sign any and all applications for exemptive relief from state or federal securities regulations, and amendments to such applications, and to file the same with the applicable regulatory authority.
I grant Philip A. Taylor and John M. Zerr, and each of them separately, as attorneys-in-fact and agents the power of substitution and re-substitution in his name and stead, and the full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection with the foregoing appointments. The grant shall remain in effect until terminated in writing.
I ratify and confirm any and all acts that Philip A. Taylor and/or John M. Zerr lawfully take as my attorneys-in-fact and agents by virtue of this appointment.
/S/ David C. Arch |
David C. Arch |
Date: August 29, 2014 |
Schedule A
Closed-end Funds
Invesco Advantage Municipal Income Trust II
Invesco Bond Fund
Invesco California Value Municipal Income Trust
Invesco Dynamic Credit Opportunities Fund
Invesco High Income Trust II
Invesco Municipal Income Opportunities Trust
Invesco Municipal Opportunity Trust
Invesco Municipal Trust
Invesco Pennsylvania Value Municipal Income Trust
Invesco Quality Municipal Income Trust
Invesco Senior Income Trust
Invesco Senior Loan Fund
Invesco Total Property Market Income Fund
Invesco Trust for Investment Grade Municipals
Invesco Trust for Investment Grade New York Municipals
Invesco Value Municipal Income Trust
Open-end Funds
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 Investment Securities Funds (Invesco Investment Securities Funds)
AIM Investment Funds (Invesco Investment Funds)
AIM International Mutual Funds (Invesco International Mutual 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 Exchange Fund
Invesco Management Trust
Invesco Securities Trust
Short-Term Investments Trust
POWER OF ATTORNEY
I appoint Philip A. Taylor and John M. Zerr, and each of them separately, to act as my attorneys-in-fact and agents, in my capacity as a trustee of the Funds listed on Schedule A attached hereto and incorporated herein, effective August 29, 2014, to:
(1) sign on my behalf any and all filings made by the Funds pursuant to the Securities Act of 1933, as amended (1933 Act) and/or the Investment Company Act of 1940 as amended (1940 Act), including but not limited to, Registration Statements under the 1933 Act and 1940 Act, with the Securities and Exchange Commission and any other applicable state and federal regulatory Authorities and
(2) sign any and all applications for exemptive relief from state or federal securities regulations, and amendments to such applications, and to file the same with the applicable regulatory authority.
I grant Philip A. Taylor and John M. Zerr, and each of them separately, as attorneys-in-fact and agents the power of substitution and re-substitution in his name and stead, and the full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection with the foregoing appointments. The grant shall remain in effect until terminated in writing.
I ratify and confirm any and all acts that Philip A. Taylor and/or John M. Zerr lawfully take as my attorneys-in-fact and agents by virtue of this appointment.
/S/ Frank. S. Bayley III |
Frank S. Bayley III |
Date: August 29, 2014 |
Schedule A
Closed-end Funds
Invesco Advantage Municipal Income Trust II
Invesco Bond Fund
Invesco California Value Municipal Income Trust
Invesco Dynamic Credit Opportunities Fund
Invesco High Income Trust II
Invesco Municipal Income Opportunities Trust
Invesco Municipal Opportunity Trust
Invesco Municipal Trust
Invesco Pennsylvania Value Municipal Income Trust
Invesco Quality Municipal Income Trust
Invesco Senior Income Trust
Invesco Senior Loan Fund
Invesco Total Property Market Income Fund
Invesco Trust for Investment Grade Municipals
Invesco Trust for Investment Grade New York Municipals
Invesco Value Municipal Income Trust
Open-end Funds
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 Investment Securities Funds (Invesco Investment Securities Funds)
AIM Investment Funds (Invesco Investment Funds)
AIM International Mutual Funds (Invesco International Mutual 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 Exchange Fund
Invesco Management Trust
Invesco Securities Trust
Short-Term Investments Trust
POWER OF ATTORNEY
I appoint Philip A. Taylor and John M. Zerr, and each of them separately, to act as my attorneys-in-fact and agents, in my capacity as a trustee of the Funds listed on Schedule A attached hereto and incorporated herein, effective August 29, 2014, to:
(1) sign on my behalf any and all filings made by the Funds pursuant to the Securities Act of 1933, as amended (1933 Act) and/or the Investment Company Act of 1940 as amended (1940 Act), including but not limited to, Registration Statements under the 1933 Act and 1940 Act, with the Securities and Exchange Commission and any other applicable state and federal regulatory Authorities and
(2) sign any and all applications for exemptive relief from state or federal securities regulations, and amendments to such applications, and to file the same with the applicable regulatory authority.
I grant Philip A. Taylor and John M. Zerr, and each of them separately, as attorneys-in-fact and agents the power of substitution and re-substitution in his name and stead, and the full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection with the foregoing appointments. The grant shall remain in effect until terminated in writing.
I ratify and confirm any and all acts that Philip A. Taylor and/or John M. Zerr lawfully take as my attorneys-in-fact and agents by virtue of this appointment.
/S/ James T. Bunch |
James T. Bunch |
Date: Aug. 14, 2014 |
Schedule A
Closed-end Funds
Invesco Advantage Municipal Income Trust II
Invesco Bond Fund
Invesco California Value Municipal Income Trust
Invesco Dynamic Credit Opportunities Fund
Invesco High Income Trust II
Invesco Municipal Income Opportunities Trust
Invesco Municipal Opportunity Trust
Invesco Municipal Trust
Invesco Pennsylvania Value Municipal Income Trust
Invesco Quality Municipal Income Trust
Invesco Senior Income Trust
Invesco Senior Loan Fund
Invesco Total Property Market Income Fund
Invesco Trust for Investment Grade Municipals
Invesco Trust for Investment Grade New York Municipals
Invesco Value Municipal Income Trust
Open-end Funds
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 Investment Securities Funds (Invesco Investment Securities Funds)
AIM Investment Funds (Invesco Investment Funds)
AIM International Mutual Funds (Invesco International Mutual 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 Exchange Fund
Invesco Management Trust
Invesco Securities Trust
Short-Term Investments Trust
POWER OF ATTORNEY
I appoint Philip A. Taylor and John M. Zerr, and each of them separately, to act as my attorneys-in-fact and agents, in my capacity as a trustee of the Funds listed on Schedule A attached hereto and incorporated herein, effective August 29, 2014, to:
(1) sign on my behalf any and all filings made by the Funds pursuant to the Securities Act of 1933, as amended (1933 Act) and/or the Investment Company Act of 1940 as amended (1940 Act), including but not limited to, Registration Statements under the 1933 Act and 1940 Act, with the Securities and Exchange Commission and any other applicable state and federal regulatory Authorities and
(2) sign any and all applications for exemptive relief from state or federal securities regulations, and amendments to such applications, and to file the same with the applicable regulatory authority.
I grant Philip A. Taylor and John M. Zerr, and each of them separately, as attorneys-in-fact and agents the power of substitution and re-substitution in his name and stead, and the full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection with the foregoing appointments. The grant shall remain in effect until terminated in writing.
I ratify and confirm any and all acts that Philip A. Taylor and/or John M. Zerr lawfully take as my attorneys-in-fact and agents by virtue of this appointment.
/S/ Bruce L. Crockett |
Bruce L. Crockett |
Date: August 29, 2014 |
Schedule A
Closed-end Funds
Invesco Advantage Municipal Income Trust II
Invesco Bond Fund
Invesco California Value Municipal Income Trust
Invesco Dynamic Credit Opportunities Fund
Invesco High Income Trust II
Invesco Municipal Income Opportunities Trust
Invesco Municipal Opportunity Trust
Invesco Municipal Trust
Invesco Pennsylvania Value Municipal Income Trust
Invesco Quality Municipal Income Trust
Invesco Senior Income Trust
Invesco Senior Loan Fund
Invesco Total Property Market Income Fund
Invesco Trust for Investment Grade Municipals
Invesco Trust for Investment Grade New York Municipals
Invesco Value Municipal Income Trust
Open-end Funds
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 Investment Securities Funds (Invesco Investment Securities Funds)
AIM Investment Funds (Invesco Investment Funds)
AIM International Mutual Funds (Invesco International Mutual 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 Exchange Fund
Invesco Management Trust
Invesco Securities Trust
Short-Term Investments Trust
POWER OF ATTORNEY
I appoint Philip A. Taylor and John M. Zerr, and each of them separately, to act as my attorneys-in-fact and agents, in my capacity as a trustee of the Funds listed on Schedule A attached hereto and incorporated herein, effective August 29, 2014, to:
(1) sign on my behalf any and all filings made by the Funds pursuant to the Securities Act of 1933, as amended (1933 Act) and/or the Investment Company Act of 1940 as amended (1940 Act), including but not limited to, Registration Statements under the 1933 Act and 1940 Act, with the Securities and Exchange Commission and any other applicable state and federal regulatory Authorities and
(2) sign any and all applications for exemptive relief from state or federal securities regulations, and amendments to such applications, and to file the same with the applicable regulatory authority.
I grant Philip A. Taylor and John M. Zerr, and each of them separately, as attorneys-in-fact and agents the power of substitution and re-substitution in his name and stead, and the full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection with the foregoing appointments. The grant shall remain in effect until terminated in writing.
I ratify and confirm any and all acts that Philip A. Taylor and/or John M. Zerr lawfully take as my attorneys-in-fact and agents by virtue of this appointment.
/S/ Rod Dammeyer |
Rodney F. Dammeyer |
Date: August 29, 2014 |
Schedule A
Closed-end Funds
Invesco Advantage Municipal Income Trust II
Invesco Bond Fund
Invesco California Value Municipal Income Trust
Invesco Dynamic Credit Opportunities Fund
Invesco High Income Trust II
Invesco Municipal Income Opportunities Trust
Invesco Municipal Opportunity Trust
Invesco Municipal Trust
Invesco Pennsylvania Value Municipal Income Trust
Invesco Quality Municipal Income Trust
Invesco Senior Income Trust
Invesco Senior Loan Fund
Invesco Total Property Market Income Fund
Invesco Trust for Investment Grade Municipals
Invesco Trust for Investment Grade New York Municipals
Invesco Value Municipal Income Trust
Open-end Funds
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 Investment Securities Funds (Invesco Investment Securities Funds)
AIM Investment Funds (Invesco Investment Funds)
AIM International Mutual Funds (Invesco International Mutual 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 Exchange Fund
Invesco Management Trust
Invesco Securities Trust
Short-Term Investments Trust
POWER OF ATTORNEY
I appoint Philip A. Taylor and John M. Zerr, and each of them separately, to act as my attorneys-in-fact and agents, in my capacity as a trustee of the Funds listed on Schedule A attached hereto and incorporated herein, effective August 29, 2014, to:
(1) sign on my behalf any and all filings made by the Funds pursuant to the Securities Act of 1933, as amended (1933 Act) and/or the Investment Company Act of 1940 as amended (1940 Act), including but not limited to, Registration Statements under the 1933 Act and 1940 Act, with the Securities and Exchange Commission and any other applicable state and federal regulatory Authorities and
(2) sign any and all applications for exemptive relief from state or federal securities regulations, and amendments to such applications, and to file the same with the applicable regulatory authority.
I grant Philip A. Taylor and John M. Zerr, and each of them separately, as attorneys-in-fact and agents the power of substitution and re-substitution in his name and stead, and the full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection with the foregoing appointments. The grant shall remain in effect until terminated in writing.
I ratify and confirm any and all acts that Philip A. Taylor and/or John M. Zerr lawfully take as my attorneys-in-fact and agents by virtue of this appointment.
/S/ Albert R. Dowden |
Albert R. Dowden |
Date: August 29, 2014 |
Schedule A
Closed-end Funds
Invesco Advantage Municipal Income Trust II
Invesco Bond Fund
Invesco California Value Municipal Income Trust
Invesco Dynamic Credit Opportunities Fund
Invesco High Income Trust II
Invesco Municipal Income Opportunities Trust
Invesco Municipal Opportunity Trust
Invesco Municipal Trust
Invesco Pennsylvania Value Municipal Income Trust
Invesco Quality Municipal Income Trust
Invesco Senior Income Trust
Invesco Senior Loan Fund
Invesco Total Property Market Income Fund
Invesco Trust for Investment Grade Municipals
Invesco Trust for Investment Grade New York Municipals
Invesco Value Municipal Income Trust
Open-end Funds
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 Investment Securities Funds (Invesco Investment Securities Funds)
AIM Investment Funds (Invesco Investment Funds)
AIM International Mutual Funds (Invesco International Mutual 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 Exchange Fund
Invesco Management Trust
Invesco Securities Trust
Short-Term Investments Trust
POWER OF ATTORNEY
I appoint Philip A. Taylor and John M. Zerr, and each of them separately, to act as my attorneys-in-fact and agents, in my capacity as a trustee of the Funds listed on Schedule A attached hereto and incorporated herein, effective August 29, 2014, to:
(1) sign on my behalf any and all filings made by the Funds pursuant to the Securities Act of 1933, as amended (1933 Act) and/or the Investment Company Act of 1940 as amended (1940 Act), including but not limited to, Registration Statements under the 1933 Act and 1940 Act, with the Securities and Exchange Commission and any other applicable state and federal regulatory Authorities and
(2) sign any and all applications for exemptive relief from state or federal securities regulations, and amendments to such applications, and to file the same with the applicable regulatory authority.
I grant Philip A. Taylor and John M. Zerr, and each of them separately, as attorneys-in-fact and agents the power of substitution and re-substitution in his name and stead, and the full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection with the foregoing appointments. The grant shall remain in effect until terminated in writing.
I ratify and confirm any and all acts that Philip A. Taylor and/or John M. Zerr lawfully take as my attorneys-in-fact and agents by virtue of this appointment.
/S/ Jack M. Fields |
Jack M. Fields |
Date: August 29, 2014
Schedule A
Closed-end Funds
Invesco Advantage Municipal Income Trust II
Invesco Bond Fund
Invesco California Value Municipal Income Trust
Invesco Dynamic Credit Opportunities Fund
Invesco High Income Trust II
Invesco Municipal Income Opportunities Trust
Invesco Municipal Opportunity Trust
Invesco Municipal Trust
Invesco Pennsylvania Value Municipal Income Trust
Invesco Quality Municipal Income Trust
Invesco Senior Income Trust
Invesco Senior Loan Fund
Invesco Total Property Market Income Fund
Invesco Trust for Investment Grade Municipals
Invesco Trust for Investment Grade New York Municipals
Invesco Value Municipal Income Trust
Open-end Funds
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 Investment Securities Funds (Invesco Investment Securities Funds)
AIM Investment Funds (Invesco Investment Funds)
AIM International Mutual Funds (Invesco International Mutual 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 Exchange Fund
Invesco Management Trust
Invesco Securities Trust
Short-Term Investments Trust
POWER OF ATTORNEY
I appoint Philip A. Taylor and John M. Zerr, and each of them separately, to act as my attorneys-in-fact and agents, in my capacity as a trustee of the Funds listed on Schedule A attached hereto and incorporated herein, effective August 29, 2014, to:
(1) sign on my behalf any and all filings made by the Funds pursuant to the Securities Act of 1933, as amended (1933 Act) and/or the Investment Company Act of 1940 as amended (1940 Act), including but not limited to, Registration Statements under the 1933 Act and 1940 Act, with the Securities and Exchange Commission and any other applicable state and federal regulatory Authorities and
(2) sign any and all applications for exemptive relief from state or federal securities regulations, and amendments to such applications, and to file the same with the applicable regulatory authority.
I grant Philip A. Taylor and John M. Zerr, and each of them separately, as attorneys-in-fact and agents the power of substitution and re-substitution in his name and stead, and the full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection with the foregoing appointments. The grant shall remain in effect until terminated in writing.
I ratify and confirm any and all acts that Philip A. Taylor and/or John M. Zerr lawfully take as my attorneys-in-fact and agents by virtue of this appointment.
/S/ Martin L. Flanagan |
Martin L. Flanagan |
Date: 8/18/14
Schedule A
Closed-end Funds
Invesco Advantage Municipal Income Trust II
Invesco Bond Fund
Invesco California Value Municipal Income Trust
Invesco Dynamic Credit Opportunities Fund
Invesco High Income Trust II
Invesco Municipal Income Opportunities Trust
Invesco Municipal Opportunity Trust
Invesco Municipal Trust
Invesco Pennsylvania Value Municipal Income Trust
Invesco Quality Municipal Income Trust
Invesco Senior Income Trust
Invesco Senior Loan Fund
Invesco Total Property Market Income Fund
Invesco Trust for Investment Grade Municipals
Invesco Trust for Investment Grade New York Municipals
Invesco Value Municipal Income Trust
Open-end Funds
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 Investment Securities Funds (Invesco Investment Securities Funds)
AIM Investment Funds (Invesco Investment Funds)
AIM International Mutual Funds (Invesco International Mutual 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 Exchange Fund
Invesco Management Trust
Invesco Securities Trust
Short-Term Investments Trust
POWER OF ATTORNEY
I appoint Philip A. Taylor and John M. Zerr, and each of them separately, to act as my attorneys-in-fact and agents, in my capacity as a trustee of the Funds listed on Schedule A attached hereto and incorporated herein, effective August 29, 2014, to:
(1) sign on my behalf any and all filings made by the Funds pursuant to the Securities Act of 1933, as amended (1933 Act) and/or the Investment Company Act of 1940 as amended (1940 Act), including but not limited to, Registration Statements under the 1933 Act and 1940 Act, with the Securities and Exchange Commission and any other applicable state and federal regulatory Authorities and
(2) sign any and all applications for exemptive relief from state or federal securities regulations, and amendments to such applications, and to file the same with the applicable regulatory authority.
I grant Philip A. Taylor and John M. Zerr, and each of them separately, as attorneys-in-fact and agents the power of substitution and re-substitution in his name and stead, and the full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection with the foregoing appointments. The grant shall remain in effect until terminated in writing.
I ratify and confirm any and all acts that Philip A. Taylor and/or John M. Zerr lawfully take as my attorneys-in-fact and agents by virtue of this appointment.
/S/ Prema Mathai-Davis |
Prema Mathai-Davis |
Date: 8/15/14
Schedule A
Closed-end Funds
Invesco Advantage Municipal Income Trust II
Invesco Bond Fund
Invesco California Value Municipal Income Trust
Invesco Dynamic Credit Opportunities Fund
Invesco High Income Trust II
Invesco Municipal Income Opportunities Trust
Invesco Municipal Opportunity Trust
Invesco Municipal Trust
Invesco Pennsylvania Value Municipal Income Trust
Invesco Quality Municipal Income Trust
Invesco Senior Income Trust
Invesco Senior Loan Fund
Invesco Total Property Market Income Fund
Invesco Trust for Investment Grade Municipals
Invesco Trust for Investment Grade New York Municipals
Invesco Value Municipal Income Trust
Open-end Funds
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 Investment Securities Funds (Invesco Investment Securities Funds)
AIM Investment Funds (Invesco Investment Funds)
AIM International Mutual Funds (Invesco International Mutual 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 Exchange Fund
Invesco Management Trust
Invesco Securities Trust
Short-Term Investments Trust
POWER OF ATTORNEY
I appoint Philip A. Taylor and John M. Zerr, and each of them separately, to act as my attorneys-in-fact and agents, in my capacity as a trustee of the Funds listed on Schedule A attached hereto and incorporated herein, effective August 29, 2014, to:
(1) sign on my behalf any and all filings made by the Funds pursuant to the Securities Act of 1933, as amended (1933 Act) and/or the Investment Company Act of 1940 as amended (1940 Act), including but not limited to, Registration Statements under the 1933 Act and 1940 Act, with the Securities and Exchange Commission and any other applicable state and federal regulatory Authorities and
(2) sign any and all applications for exemptive relief from state or federal securities regulations, and amendments to such applications, and to file the same with the applicable regulatory authority.
I grant Philip A. Taylor and John M. Zerr, and each of them separately, as attorneys-in-fact and agents the power of substitution and re-substitution in his name and stead, and the full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection with the foregoing appointments. The grant shall remain in effect until terminated in writing.
I ratify and confirm any and all acts that Philip A. Taylor and/or John M. Zerr lawfully take as my attorneys-in-fact and agents by virtue of this appointment.
/S/ Larry Soll |
Larry Soll |
Date: August 29, 2014
Schedule A
Closed-end Funds
Invesco Advantage Municipal Income Trust II
Invesco Bond Fund
Invesco California Value Municipal Income Trust
Invesco Dynamic Credit Opportunities Fund
Invesco High Income Trust II
Invesco Municipal Income Opportunities Trust
Invesco Municipal Opportunity Trust
Invesco Municipal Trust
Invesco Pennsylvania Value Municipal Income Trust
Invesco Quality Municipal Income Trust
Invesco Senior Income Trust
Invesco Senior Loan Fund
Invesco Total Property Market Income Fund
Invesco Trust for Investment Grade Municipals
Invesco Trust for Investment Grade New York Municipals
Invesco Value Municipal Income Trust
Open-end Funds
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 Investment Securities Funds (Invesco Investment Securities Funds)
AIM Investment Funds (Invesco Investment Funds)
AIM International Mutual Funds (Invesco International Mutual 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 Exchange Fund
Invesco Management Trust
Invesco Securities Trust
Short-Term Investments Trust
POWER OF ATTORNEY
I appoint Philip A. Taylor and John M. Zerr, and each of them separately, to act as my attorneys-in-fact and agents, in my capacity as a trustee of the Funds listed on Schedule A attached hereto and incorporated herein, effective August 29, 2014, to:
(1) sign on my behalf any and all filings made by the Funds pursuant to the Securities Act of 1933, as amended (1933 Act) and/or the Investment Company Act of 1940 as amended (1940 Act), including but not limited to, Registration Statements under the 1933 Act and 1940 Act, with the Securities and Exchange Commission and any other applicable state and federal regulatory Authorities and
(2) sign any and all applications for exemptive relief from state or federal securities regulations, and amendments to such applications, and to file the same with the applicable regulatory authority.
I grant Philip A. Taylor and John M. Zerr, and each of them separately, as attorneys-in-fact and agents the power of substitution and re-substitution in his name and stead, and the full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection with the foregoing appointments. The grant shall remain in effect until terminated in writing.
I ratify and confirm any and all acts that Philip A. Taylor and/or John M. Zerr lawfully take as my attorneys-in-fact and agents by virtue of this appointment.
/S/ Hugo F. Sonnenschein |
Hugo F. Sonnenschein |
Date: August 29, 2014
Schedule A
Closed-end Funds
Invesco Advantage Municipal Income Trust II
Invesco Bond Fund
Invesco California Value Municipal Income Trust
Invesco Dynamic Credit Opportunities Fund
Invesco High Income Trust II
Invesco Municipal Income Opportunities Trust
Invesco Municipal Opportunity Trust
Invesco Municipal Trust
Invesco Pennsylvania Value Municipal Income Trust
Invesco Quality Municipal Income Trust
Invesco Senior Income Trust
Invesco Senior Loan Fund
Invesco Total Property Market Income Fund
Invesco Trust for Investment Grade Municipals
Invesco Trust for Investment Grade New York Municipals
Invesco Value Municipal Income Trust
Open-end Funds
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 Investment Securities Funds (Invesco Investment Securities Funds)
AIM Investment Funds (Invesco Investment Funds)
AIM International Mutual Funds (Invesco International Mutual 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 Exchange Fund
Invesco Management Trust
Invesco Securities Trust
Short-Term Investments Trust
POWER OF ATTORNEY
I appoint Philip A. Taylor and John M. Zerr, and each of them separately, to act as my attorneys-in-fact and agents, in my capacity as a trustee of the Funds listed on Schedule A attached hereto and incorporated herein, effective August 29, 2014, to:
(1) sign on my behalf any and all filings made by the Funds pursuant to the Securities Act of 1933, as amended (1933 Act) and/or the Investment Company Act of 1940 as amended (1940 Act), including but not limited to, Registration Statements under the 1933 Act and 1940 Act, with the Securities and Exchange Commission and any other applicable state and federal regulatory Authorities and
(2) sign any and all applications for exemptive relief from state or federal securities regulations, and amendments to such applications, and to file the same with the applicable regulatory authority.
I grant Philip A. Taylor and John M. Zerr, and each of them separately, as attorneys-in-fact and agents the power of substitution and re-substitution in his name and stead, and the full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection with the foregoing appointments. The grant shall remain in effect until terminated in writing.
I ratify and confirm any and all acts that Philip A. Taylor and/or John M. Zerr lawfully take as my attorneys-in-fact and agents by virtue of this appointment.
/S/ Raymond Stickel, Jr. |
Raymond Stickel, Jr. |
Date: August 29, 2014
Schedule A
Closed-end Funds
Invesco Advantage Municipal Income Trust II
Invesco Bond Fund
Invesco California Value Municipal Income Trust
Invesco Dynamic Credit Opportunities Fund
Invesco High Income Trust II
Invesco Municipal Income Opportunities Trust
Invesco Municipal Opportunity Trust
Invesco Municipal Trust
Invesco Pennsylvania Value Municipal Income Trust
Invesco Quality Municipal Income Trust
Invesco Senior Income Trust
Invesco Senior Loan Fund
Invesco Total Property Market Income Fund
Invesco Trust for Investment Grade Municipals
Invesco Trust for Investment Grade New York Municipals
Invesco Value Municipal Income Trust
Open-end Funds
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 Investment Securities Funds (Invesco Investment Securities Funds)
AIM Investment Funds (Invesco Investment Funds)
AIM International Mutual Funds (Invesco International Mutual 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 Exchange Fund
Invesco Management Trust
Invesco Securities Trust
Short-Term Investments Trust
POWER OF ATTORNEY
I appoint John M. Zerr to act as my attorney-in-fact and agent, in my capacity as a trustee of the Funds listed on Schedule A attached hereto and incorporated herein, effective August 29, 2014, to:
(1) sign on my behalf any and all filings made by the Funds pursuant to the Securities Act of 1933, as amended (1933 Act) and/or the Investment Company Act of 1940 as amended (1940 Act), including but not limited to, Registration Statements under the 1933 Act and 1940 Act, with the Securities and Exchange Commission and any other applicable state and federal regulatory Authorities and
(2) sign any and all applications for exemptive relief from state or federal securities regulations, and amendments to such applications, and to file the same with the applicable regulatory authority.
I grant John M. Zerr as attorney-in-fact and agent the power of substitution and re-substitution in his name and stead, and the full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection with the foregoing appointment. The grant shall remain in effect until terminated in writing.
I ratify and confirm any and all acts John M. Zerr lawfully takes as my attorney-in-fact and agent by virtue of this appointment.
/S/ Philip A. Taylor |
Philip A. Taylor |
Date: August 29, 2014
Schedule A
Closed-end Funds
Invesco Advantage Municipal Income Trust II
Invesco Bond Fund
Invesco California Value Municipal Income Trust
Invesco Dynamic Credit Opportunities Fund
Invesco High Income Trust II
Invesco Municipal Income Opportunities Trust
Invesco Municipal Opportunity Trust
Invesco Municipal Trust
Invesco Pennsylvania Value Municipal Income Trust
Invesco Quality Municipal Income Trust
Invesco Senior Income Trust
Invesco Senior Loan Fund
Invesco Total Property Market Income Fund
Invesco Trust for Investment Grade Municipals
Invesco Trust for Investment Grade New York Municipals
Invesco Value Municipal Income Trust
Open-end Funds
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 Investment Securities Funds (Invesco Investment Securities Funds)
AIM Investment Funds (Invesco Investment Funds)
AIM International Mutual Funds (Invesco International Mutual 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 Exchange Fund
Invesco Management Trust
Invesco Securities Trust
Short-Term Investments Trust
POWER OF ATTORNEY
I appoint Philip A. Taylor and John M. Zerr, and each of them separately, to act as my attorneys-in-fact and agents, in my capacity as a trustee of the Funds listed on Schedule A attached hereto and incorporated herein, effective August 29, 2014, to:
(1) sign on my behalf any and all filings made by the Funds pursuant to the Securities Act of 1933, as amended (1933 Act) and/or the Investment Company Act of 1940 as amended (1940 Act), including but not limited to, Registration Statements under the 1933 Act and 1940 Act, with the Securities and Exchange Commission and any other applicable state and federal regulatory Authorities and
(2) sign any and all applications for exemptive relief from state or federal securities regulations, and amendments to such applications, and to file the same with the applicable regulatory authority.
I grant Philip A. Taylor and John M. Zerr, and each of them separately, as attorneys-in-fact and agents the power of substitution and re-substitution in his name and stead, and the full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection with the foregoing appointments. The grant shall remain in effect until terminated in writing.
I ratify and confirm any and all acts that Philip A. Taylor and/or John M. Zerr lawfully take as my attorneys-in-fact and agents by virtue of this appointment.
/S/ Wayne W. Whalen |
Wayne W. Whalen |
Date: 8/11/14
Schedule A
Closed-end Funds
Invesco Advantage Municipal Income Trust II
Invesco Bond Fund
Invesco California Value Municipal Income Trust
Invesco Dynamic Credit Opportunities Fund
Invesco High Income Trust II
Invesco Municipal Income Opportunities Trust
Invesco Municipal Opportunity Trust
Invesco Municipal Trust
Invesco Pennsylvania Value Municipal Income Trust
Invesco Quality Municipal Income Trust
Invesco Senior Income Trust
Invesco Senior Loan Fund
Invesco Total Property Market Income Fund
Invesco Trust for Investment Grade Municipals
Invesco Trust for Investment Grade New York Municipals
Invesco Value Municipal Income Trust
Open-end Funds
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 Investment Securities Funds (Invesco Investment Securities Funds)
AIM Investment Funds (Invesco Investment Funds)
AIM International Mutual Funds (Invesco International Mutual 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 Exchange Fund
Invesco Management Trust
Invesco Securities Trust
Short-Term Investments Trust
POWER OF ATTORNEY
I appoint Philip A. Taylor and John M. Zerr, and each of them separately, to act as my attorneys-in-fact and agents, in my capacity as a trustee of the Funds listed on Schedule A attached hereto and incorporated herein, effective August 29, 2014, to:
(1) sign on my behalf any and all filings made by the Funds pursuant to the Securities Act of 1933, as amended (1933 Act) and/or the Investment Company Act of 1940 as amended (1940 Act), including but not limited to, Registration Statements under the 1933 Act and 1940 Act, with the Securities and Exchange Commission and any other applicable state and federal regulatory Authorities and
(2) sign any and all applications for exemptive relief from state or federal securities regulations, and amendments to such applications, and to file the same with the applicable regulatory authority.
I grant Philip A. Taylor and John M. Zerr, and each of them separately, as attorneys-in-fact and agents the power of substitution and re-substitution in his name and stead, and the full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection with the foregoing appointments. The grant shall remain in effect until terminated in writing.
I ratify and confirm any and all acts that Philip A. Taylor and/or John M. Zerr lawfully take as my attorneys-in-fact and agents by virtue of this appointment.
/S/ Suzanne H. Woolsey |
Suzanne H. Woolsey |
Date: August 29, 2014
Schedule A
Closed-end Funds
Invesco Advantage Municipal Income Trust II
Invesco Bond Fund
Invesco California Value Municipal Income Trust
Invesco Dynamic Credit Opportunities Fund
Invesco High Income Trust II
Invesco Municipal Income Opportunities Trust
Invesco Municipal Opportunity Trust
Invesco Municipal Trust
Invesco Pennsylvania Value Municipal Income Trust
Invesco Quality Municipal Income Trust
Invesco Senior Income Trust
Invesco Senior Loan Fund
Invesco Total Property Market Income Fund
Invesco Trust for Investment Grade Municipals
Invesco Trust for Investment Grade New York Municipals
Invesco Value Municipal Income Trust
Open-end Funds
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 Investment Securities Funds (Invesco Investment Securities Funds)
AIM Investment Funds (Invesco Investment Funds)
AIM International Mutual Funds (Invesco International Mutual 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 Exchange Fund
Invesco Management Trust
Invesco Securities Trust
Short-Term Investments Trust