As filed with the United States Securities and Exchange Commission on December 17, 2014
1933 Act File No. 033-19862
1940 Act File No. 811-05460
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-1A
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 | ¨ | |||
Pre-Effective Amendment No. | ¨ | |||
Post-Effective Amendment No. 54 | x |
REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 58 | x |
AIM TREASURERS SERIES TRUST (INVESCO TREASURERS SERIES TRUST)
(Exact Name of Registrant as Specified in Charter)
11 Greenway Plaza, Suite 1000, Houston, TX 77046
(Address of Principal Executive Offices)
Registrants Telephone Number, including Area Code: (713) 626-1919
John M. Zerr, Esquire
11 Greenway Plaza, Suite 1000, Houston, TX 77046
(Name and Address of Agent for Service)
Copies to:
Seba Kurian, Esquire Invesco Advisers, Inc. 11 Greenway Plaza, Suite 1000 Houston, Texas 77046 |
E. Carolan Berkley, Esquire Stradley Ronon Stevens & Young 2005 Market Street, Suite 2600 Philadelphia, Pennsylvania 19103-7018 |
Approximate Date of Proposed Public Offering: As soon as practicable after this post-effective amendment becomes effective.
It is proposed that this filing will become effective (check appropriate box)
¨ | immediately upon filing pursuant to paragraph (b) |
x | on December 19, 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 | December 19, 2014 |
■ | is not FDIC insured; |
■ | may lose value; and |
■ | is not guaranteed by a bank. |
Shareholder Fees (fees paid directly from your investment) | |
Class: | Investor |
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | None |
|
|
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less) | None |
|
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | |
Class: | Investor |
Management Fees | 0.25% |
|
|
Distribution and/or Service (12b-1) Fees | None |
|
|
Other Expenses | None |
|
|
Total Annual Fund Operating Expenses | 0.25 |
|
|
Fee Waiver and/or Expense Reimbursement 1 | 0.07 |
|
|
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement | 0.18 |
|
1 | Invesco Advisers, Inc. (Invesco or the Adviser) has contractually agreed to waive advisory fees equal to 0.07% of the average daily net assets of Premier Portfolio. Unless Invesco amends or continues the fee waiver agreement, it will terminate on December 31, 2015. The fee waiver agreement cannot be terminated during its term. |
1 Year | 3 Years | 5 Years | 10 Years | |
Investor | $18 | $73 | $134 | $311 |
|
Average Annual Total Returns (for the periods ended December 31, 2013) | |||
1
Year |
5
Years |
10
Years |
|
Investor Class: Inception (4/26/1988) | 0.04% | 0.16% | 1.82% |
|
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 |
|
||
IRAs and Coverdell ESAs if the new investor is purchasing shares through a systematic purchase plan | $25 | $25 |
|
||
All other types of accounts if the investor is purchasing shares through a systematic purchase plan | 50 | 50 |
|
||
IRAs and Coverdell ESAs | 250 | 25 |
|
||
All other accounts | 1,000 | 50 |
|
Shareholder Fees (fees paid directly from your investment) | |
Class: | Investor |
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | None |
|
|
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less) | None |
|
1 Year | 3 Years | 5 Years | 10 Years | |
Investor | $26 | $80 | $141 | $318 |
|
Average Annual Total Returns (for the periods ended December 31, 2013) | |||
1
Year |
5
Years |
10
Years |
|
Investor Class: Inception (4/27/1988) | 0.03% | 0.12% | 1.31% |
|
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 |
|
||
IRAs and Coverdell ESAs if the new investor is purchasing shares through a systematic purchase plan | $25 | $25 |
|
||
All other types of accounts if the investor is purchasing shares through a systematic purchase plan | 50 | 50 |
|
||
IRAs and Coverdell ESAs | 250 | 25 |
|
||
All other accounts | 1,000 | 50 |
|
Shareholder Fees (fees paid directly from your investment) | |
Class: | Investor |
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | None |
|
|
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less) | None |
|
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | |
Class: | Investor |
Management Fees | 0.25% |
|
|
Distribution and/or Service (12b-1) Fees | None |
|
|
Other Expenses | None |
|
|
Total Annual Fund Operating Expenses | 0.25 |
|
|
Fee Waiver and/or Expense Reimbursement 1 | 0.07 |
|
|
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement | 0.18 |
|
1 | Invesco Advisers, Inc. (Invesco or the Adviser) has contractually agreed to waive advisory fees equal to 0.07% of the average daily net assets of Premier U.S. Government Money Portfolio. Unless Invesco amends or continues the fee waiver agreement, it will terminate on December 31, 2015. The fee waiver agreement cannot be terminated during its term. |
1 Year | 3 Years | 5 Years | 10 Years | |
Investor | $18 | $73 | $134 | $311 |
|
Average Annual Total Returns (for the periods ended December 31, 2013) | |||
1
Year |
5
Years |
10
Years |
|
Investor Class: Inception (4/26/1991) | 0.01% | 0.07% | 1.60% |
|
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 |
|
||
IRAs and Coverdell ESAs if the new investor is purchasing shares through a systematic purchase plan | $25 | $25 |
|
||
All other types of accounts if the investor is purchasing shares through a systematic purchase plan | 50 | 50 |
|
||
IRAs and Coverdell ESAs | 250 | 25 |
|
||
All other accounts | 1,000 | 50 |
|
Net asset
value, beginning of period |
Net
investment income (a) |
Net gains
on securities (realized) |
Total from
investment operations |
Dividends
from net investment income |
Net asset
value, end of period |
Total
return (b) |
Net assets,
end of period (000’s omitted) |
Ratio of
expenses to average net assets with fee waivers and/or expense reimbursements |
Ratio of
expenses to average net assets without fee waivers and/or expense reimbursements |
Ratio of net
investment income to average net assets |
|
Premier Portfolio | |||||||||||
Year ended 08/31/14 | $1.00 | $0.00 | $0.00 | $0.00 | $(0.00) | $1.00 | 0.02% | $58,261 | 0.18% (c) | 0.25% (c) | 0.02% (c) |
Year ended 08/31/13 | 1.00 | 0.00 | 0.00 | 0.00 | (0.00) | 1.00 | 0.07 | 60,982 | 0.18 | 0.25 | 0.08 |
Year ended 08/31/12 | 1.00 | 0.00 | 0.00 | 0.00 | (0.00) | 1.00 | 0.11 | 66,914 | 0.18 | 0.25 | 0.11 |
Year ended 08/31/11 | 1.00 | 0.00 | 0.00 | 0.00 | (0.00) | 1.00 | 0.08 | 76,601 | 0.20 | 0.25 | 0.08 |
Year ended 08/31/10 | 1.00 | 0.00 | 0.00 | 0.00 | (0.00) | 1.00 | 0.10 | 80,160 | 0.22 | 0.25 | 0.11 |
|
|||||||||||
Premier U.S. Government Money Portfolio | |||||||||||
Year ended 08/31/14 | 1.00 | 0.00 | 0.00 | 0.00 | (0.00) | 1.00 | 0.01 | 20,088 | 0.07 (c) | 0.25 (c) | 0.02 (c) |
Year ended 08/31/13 | 1.00 | 0.00 | 0.00 | 0.00 | (0.00) | 1.00 | 0.01 | 23,265 | 0.12 | 0.25 | 0.02 |
Year ended 08/31/12 | 1.00 | 0.00 | 0.00 | 0.00 | (0.00) | 1.00 | 0.02 | 22,736 | 0.11 | 0.25 | 0.02 |
Year ended 08/31/11 | 1.00 | 0.00 | 0.00 | 0.00 | (0.00) | 1.00 | 0.03 | 25,598 | 0.16 | 0.25 | 0.02 |
Year ended 08/31/10 | 1.00 | 0.00 | 0.00 | 0.00 | (0.00) | 1.00 | 0.05 | 26,520 | 0.21 | 0.25 | 0.05 |
|
|||||||||||
Premier Tax-Exempt Portfolio | |||||||||||
Year ended 08/31/14 | 1.00 | 0.00 | 0.00 | 0.00 | (0.00) | 1.00 | 0.02 | 10,158 | 0.10 (c) | 0.25 (c) | 0.01 (c) |
Year ended 08/31/13 | 1.00 | 0.00 | 0.00 | 0.00 | (0.00) | 1.00 | 0.03 | 9,297 | 0.17 | 0.25 | 0.04 |
Year ended 08/31/12 | 1.00 | 0.00 | 0.00 | 0.00 | (0.00) | 1.00 | 0.02 | 11,025 | 0.22 | 0.25 | 0.02 |
Year ended 08/31/11 | 1.00 | 0.00 | 0.00 | 0.00 | (0.00) | 1.00 | 0.08 | 11,518 | 0.24 | 0.25 | 0.09 |
Year ended 08/31/10 | 1.00 | 0.00 | 0.00 | 0.00 | (0.00) | 1.00 | 0.15 | 16,920 | 0.25 | 0.25 | 0.15 |
|
(a) | Calculated using average shares outstanding. |
(b) | Includes adjustments in accordance with accounting principles generally accepted in the United States of America. |
(c) | Ratios are based on average daily net assets (000’s omitted) of $59,560, $20,758 and $9,538 for Premier Portfolio, Premier U.S. Government Money Portfolio and Premier Tax-Exempt Portfolio, respectively. |
■ | You invest $10,000 in the Fund and hold it for the entire 10-year period; |
■ | Your investment has a 5% return before expenses each year; and |
■ | Premier and Premier U.S. Government Money Portfolio’s current annual expense ratio includes any applicable contractual fee waiver or expense reimbursement for the period committed. |
Premier Portfolio — Investor | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | Year 6 | Year 7 | Year 8 | Year 9 | Year 10 |
Annual Expense Ratio 1 | 0.18% | 0.25% | 0.25% | 0.25% | 0.25% | 0.25% | 0.25% | 0.25% | 0.25% | 0.25% |
Cumulative Return Before Expenses | 5.00% | 10.25% | 15.76% | 21.55% | 27.63% | 34.01% | 40.71% | 47.75% | 55.13% | 62.89% |
Cumulative Return After Expenses | 4.82% | 9.80% | 15.01% | 20.48% | 26.20% | 32.19% | 38.47% | 45.05% | 51.94% | 59.16% |
End of Year Balance | $10,482.00 | $10,979.90 | $11,501.44 | $12,047.76 | $12,620.03 | $13,219.48 | $13,847.40 | $14,505.16 | $15,194.15 | $15,915.87 |
Estimated Annual Expenses | $ 18.43 | $ 26.83 | $ 28.10 | $ 29.44 | $ 30.83 | $ 32.30 | $ 33.83 | $ 35.44 | $ 37.12 | $ 38.89 |
|
Premier Tax-Exempt Portfolio — Investor | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | Year 6 | Year 7 | Year 8 | Year 9 | Year 10 |
Annual Expense Ratio 1 | 0.25% | 0.25% | 0.25% | 0.25% | 0.25% | 0.25% | 0.25% | 0.25% | 0.25% | 0.25% |
Cumulative Return Before Expenses | 5.00% | 10.25% | 15.76% | 21.55% | 27.63% | 34.01% | 40.71% | 47.75% | 55.13% | 62.89% |
Cumulative Return After Expenses | 4.75% | 9.73% | 14.94% | 20.40% | 26.12% | 32.11% | 38.38% | 44.95% | 51.84% | 59.05% |
End of Year Balance | $10,475.00 | $10,972.56 | $11,493.76 | $12,039.71 | $12,611.60 | $13,210.65 | $13,838.16 | $14,495.47 | $15,184.00 | $15,905.24 |
Estimated Annual Expenses | $ 25.59 | $ 26.81 | $ 28.08 | $ 29.42 | $ 30.81 | $ 32.28 | $ 33.81 | $ 35.42 | $ 37.10 | $ 38.86 |
|
Premier U.S. Government Money Portfolio — Investor | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | Year 6 | Year 7 | Year 8 | Year 9 | Year 10 |
Annual Expense Ratio 1 | 0.18% | 0.25% | 0.25% | 0.25% | 0.25% | 0.25% | 0.25% | 0.25% | 0.25% | 0.25% |
Cumulative Return Before Expenses | 5.00% | 10.25% | 15.76% | 21.55% | 27.63% | 34.01% | 40.71% | 47.75% | 55.13% | 62.89% |
Cumulative Return After Expenses | 4.82% | 9.80% | 15.01% | 20.48% | 26.20% | 32.19% | 38.47% | 45.05% | 51.94% | 59.16% |
End of Year Balance | $10,482.00 | $10,979.90 | $11,501.44 | $12,047.76 | $12,620.03 | $13,219.48 | $13,847.40 | $14,505.16 | $15,194.15 | $15,915.87 |
Estimated Annual Expenses | $ 18.43 | $ 26.83 | $ 28.10 | $ 29.44 | $ 30.83 | $ 32.30 | $ 33.83 | $ 35.44 | $ 37.12 | $ 38.89 |
|
1 | Your actual expenses may be higher or lower than those shown. |
■ | 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% |
|
|||
$100,000 but less than | $250,000 | 1.75 | 1.78 |
|
|||
$250,000 but less than | $500,000 | 1.25 | 1.27 |
|
■ | 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% |
|
|
Second | 4.00 |
|
|
Third | 3.00 |
|
|
Fourth | 3.00 |
|
|
Fifth | 2.00 |
|
|
Sixth | 1.00 |
|
|
Seventh and following | None |
|
CDSC Category II | |
Year since purchase made | Class B CDSC |
First | 5.00% |
|
|
Second | 4.00 |
|
|
Third | 3.00 |
|
|
Fourth | 2.00 |
|
|
Fifth | 2.00 |
|
|
Sixth | 1.00 |
|
|
Seventh and following | None |
|
CDSC Category III | |
Year since purchase made | Class B CDSC |
First | 5.00% |
|
|
Second | 4.00 |
|
|
Third | 3.00 |
|
|
Fourth | 2.50 |
|
|
Fifth | 1.50 |
|
|
Sixth | None |
|
CDSC Category IV | |
Year since purchase made | Class B CDSC |
First | 4.00% |
|
|
Second | 3.75 |
|
|
Third | 3.50 |
|
|
Fourth | 2.50 |
|
|
Fifth | 1.50 |
|
|
Sixth | 1.00 |
|
|
Seventh and following | None |
|
CDSC Category V | |
Year since purchase made | Class B CDSC |
First | 2.00% |
|
|
Second | 1.50 |
|
|
Third | 1.00 |
|
|
Fourth | 0.50 |
|
|
Fifth and following | None |
|
CDSC Category VI | ||
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% |
|
||
Second | 2.50 | 4.00 |
|
||
Third | 2.00 | 3.00 |
|
||
Fourth | 1.00 | 2.50 |
|
||
Fifth | None | 1.50 |
|
||
Sixth and following | None | None |
|
CDSC Category VII | |
Year since purchase made | Class B CDSC |
First | 4.00% |
|
|
Second | 4.00 |
|
|
Third | 3.00 |
|
|
Fourth | 2.50 |
|
|
Fifth | 1.50 |
|
|
Sixth and following | None |
|
■ | 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 |
|
||
IRAs and Coverdell ESAs if the new investor is purchasing shares through a systematic purchase plan | $25 | $25 |
|
||
All other accounts if the investor is purchasing shares through a systematic purchase plan | 50 | 50 |
|
||
IRAs and Coverdell ESAs | 250 | 25 |
|
||
All other accounts | 1,000 | 50 |
|
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. |
|
* | 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 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 219286 Kansas City, MO 64121-9286 |
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 |
Premier Portfolio | Premier U.S. Government Money Portfolio |
Premier
Tax-Exempt Portfolio and
SEC 1940 Act file number: 811-05460 |
invesco.com/us | CM-I-TST-PRO-1 |
Prospectus | December 19, 2014 |
■ | is not FDIC insured; |
■ | may lose value; and |
■ | is not guaranteed by a bank. |
Shareholder Fees (fees paid directly from your investment) | |
Class: | Institutional |
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | None |
|
|
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less) | None |
|
1 | Invesco Advisers, Inc. (Invesco or the Adviser) has contractually agreed to waive advisory fees equal to 0.07% of the average daily net assets of Premier Portfolio. Unless Invesco amends or continues the fee waiver agreement, it will terminate on December 31, 2015. The fee waiver agreement cannot be terminated during its term. |
1 Year | 3 Years | 5 Years | 10 Years | |
Institutional | $18 | $73 | $134 | $311 |
|
Average Annual Total Returns (for the periods ended December 31, 2013) | |||
1
Year |
5
Years |
Since
Inception |
|
Institutional Class: Inception (2/25/2005) | 0.05% | 0.16% | 1.88% |
|
Initial Investments Per Fund Account* | $1 Million |
|
|
Additional Investments Per Fund Account | No minimum |
|
* | An intermediary may aggregate its master accounts and subaccounts to satisfy the minimum investment requirement. |
Shareholder Fees (fees paid directly from your investment) | |
Class: | Institutional |
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | None |
|
|
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less) | None |
|
1 Year | 3 Years | 5 Years | 10 Years | |
Institutional | $26 | $80 | $141 | $318 |
|
Average Annual Total Returns (for the periods ended December 31, 2013) | |||
1
Year |
5
Years |
Since
Inception |
|
Institutional Class: Inception (2/25/2005) | 0.04% | 0.12% | 1.33% |
|
Initial Investments Per Fund Account* | $1 Million |
|
|
Additional Investments Per Fund Account | No minimum |
|
* | An intermediary may aggregate its master accounts and subaccounts to satisfy the minimum investment requirement. |
Shareholder Fees (fees paid directly from your investment) | |
Class: | Institutional |
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | None |
|
|
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less) | None |
|
1 | Invesco Advisers, Inc. (Invesco or the Adviser) has contractually agreed to waive advisory fees equal to 0.07% of the average daily net assets of Premier U.S. Government Money Portfolio. Unless Invesco amends or continues the fee waiver agreement, it will terminate on December 31, 2015. The fee waiver agreement cannot be terminated during its term. |
1 Year | 3 Years | 5 Years | 10 Years | |
Institutional | $18 | $73 | $134 | $311 |
|
Average Annual Total Returns (for the periods ended December 31, 2013) | |||
1
Year |
5
Years |
Since
Inception |
|
Institutional Class: Inception (6/28/2006) | 0.02% | 0.07% | 1.37% |
|
Initial Investments Per Fund Account* | $1 Million |
|
|
Additional Investments Per Fund Account | No minimum |
|
* | An intermediary may aggregate its master accounts and subaccounts to satisfy the minimum investment requirement. |
Net asset
value, beginning of period |
Net
investment income (a) |
Net gains
on securities (realized) |
Total from
investment operations |
Dividends
from net investment income |
Net asset
value, end of period |
Total
return (b) |
Net assets,
end of period (000’s omitted) |
Ratio of
expenses to average net assets with fee waivers and/or expenses absorbed |
Ratio of
expenses to average net assets without fee waivers and/or expenses absorbed |
Ratio of net
investment income to average net assets |
|
Premier Portfolio | |||||||||||
Year ended 08/31/14 | $1.00 | $0.00 | $0.00 | $0.00 | $(0.00) | $1.00 | 0.02% | $ 9,324,369 | 0.18% (c) | 0.25% (c) | 0.02% (c) |
Year ended 08/31/13 | 1.00 | 0.00 | 0.00 | 0.00 | (0.00) | 1.00 | 0.08 | 10,049,766 | 0.18 | 0.25 | 0.08 |
Year ended 08/31/12 | 1.00 | 0.00 | 0.00 | 0.00 | (0.00) | 1.00 | 0.11 | 7,665,881 | 0.18 | 0.25 | 0.11 |
Year ended 08/31/11 | 1.00 | 0.00 | 0.00 | 0.00 | (0.00) | 1.00 | 0.08 | 4,829,849 | 0.20 | 0.25 | 0.08 |
Year ended 08/31/10 | 1.00 | 0.00 | 0.00 | 0.00 | (0.00) | 1.00 | 0.10 | 3,844,870 | 0.22 | 0.25 | 0.11 |
|
|||||||||||
Premier U.S. Government Money Portfolio | |||||||||||
Year ended 08/31/14 | 1.00 | 0.00 | 0.00 | 0.00 | (0.00) | 1.00 | 0.01 | 1,380,531 | 0.07 (c) | 0.25 (c) | 0.02 (c) |
Year ended 08/31/13 | 1.00 | 0.00 | 0.00 | 0.00 | (0.00) | 1.00 | 0.02 | 1,146,352 | 0.12 | 0.25 | 0.02 |
Year ended 08/31/12 | 1.00 | 0.00 | 0.00 | 0.00 | (0.00) | 1.00 | 0.02 | 1,509,474 | 0.11 | 0.25 | 0.02 |
Year ended 08/31/11 | 1.00 | 0.00 | 0.00 | 0.00 | (0.00) | 1.00 | 0.02 | 1,323,445 | 0.16 | 0.25 | 0.02 |
Year ended 08/31/10 | 1.00 | 0.00 | 0.00 | 0.00 | (0.00) | 1.00 | 0.05 | 1,186,446 | 0.21 | 0.25 | 0.05 |
|
|||||||||||
Premier Tax-Exempt Portfolio | |||||||||||
Year ended 08/31/14 | 1.00 | 0.00 | 0.00 | 0.00 | (0.00) | 1.00 | 0.02 | 119,884 | 0.10 (c) | 0.25 (c) | 0.01 (c) |
Year ended 08/31/13 | 1.00 | 0.00 | 0.00 | 0.00 | (0.00) | 1.00 | 0.03 | 158,671 | 0.17 | 0.25 | 0.04 |
Year ended 08/31/12 | 1.00 | 0.00 | 0.00 | 0.00 | (0.00) | 1.00 | 0.02 | 219,811 | 0.22 | 0.25 | 0.02 |
Year ended 08/31/11 | 1.00 | 0.00 | 0.00 | 0.00 | (0.00) | 1.00 | 0.08 | 329,114 | 0.24 | 0.25 | 0.08 |
Year ended 08/31/10 | 1.00 | 0.00 | 0.00 | 0.00 | (0.00) | 1.00 | 0.15 | 568,666 | 0.25 | 0.25 | 0.15 |
|
(a) | Calculated using average shares outstanding. |
(b) | Includes adjustments in accordance with accounting principles generally accepted in the United States of America. |
(c) | Ratios are based on average daily net assets (000’s omitted) of $9,173,228, $1,396,096 and $153,930 for Premier Portfolio, Premier U.S. Government Money Portfolio and Premier Tax-Exempt Portfolio, respectively. |
■ | You invest $10,000 in the Fund and hold it for the entire 10-year period; |
■ | Your investment has a 5% return before expenses each year; and |
■ | Premier and Premier U.S. Government Money Portfolio’s current annual expense ratio includes any applicable contractual fee waiver or expense reimbursement for the period committed. |
Premier Portfolio — Institutional | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | Year 6 | Year 7 | Year 8 | Year 9 | Year 10 |
Annual Expense Ratio 1 | 0.18% | 0.25% | 0.25% | 0.25% | 0.25% | 0.25% | 0.25% | 0.25% | 0.25% | 0.25% |
Cumulative Return Before Expenses | 5.00% | 10.25% | 15.76% | 21.55% | 27.63% | 34.01% | 40.71% | 47.75% | 55.13% | 62.89% |
Cumulative Return After Expenses | 4.82% | 9.80% | 15.01% | 20.48% | 26.20% | 32.19% | 38.47% | 45.05% | 51.94% | 59.16% |
End of Year Balance | $10,482.00 | $10,979.90 | $11,501.44 | $12,047.76 | $12,620.03 | $13,219.48 | $13,847.40 | $14,505.16 | $15,194.15 | $15,915.87 |
Estimated Annual Expenses | $ 18.43 | $ 26.83 | $ 28.10 | $ 29.44 | $ 30.83 | $ 32.30 | $ 33.83 | $ 35.44 | $ 37.12 | $ 38.89 |
|
Premier Tax-Exempt Portfolio — Institutional | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | Year 6 | Year 7 | Year 8 | Year 9 | Year 10 |
Annual Expense Ratio 1 | 0.25% | 0.25% | 0.25% | 0.25% | 0.25% | 0.25% | 0.25% | 0.25% | 0.25% | 0.25% |
Cumulative Return Before Expenses | 5.00% | 10.25% | 15.76% | 21.55% | 27.63% | 34.01% | 40.71% | 47.75% | 55.13% | 62.89% |
Cumulative Return After Expenses | 4.75% | 9.73% | 14.94% | 20.40% | 26.12% | 32.11% | 38.38% | 44.95% | 51.84% | 59.05% |
End of Year Balance | $10,475.00 | $10,972.56 | $11,493.76 | $12,039.71 | $12,611.60 | $13,210.65 | $13,838.16 | $14,495.47 | $15,184.00 | $15,905.24 |
Estimated Annual Expenses | $ 25.59 | $ 26.81 | $ 28.08 | $ 29.42 | $ 30.81 | $ 32.28 | $ 33.81 | $ 35.42 | $ 37.10 | $ 38.86 |
|
Premier U.S. Government Money Portfolio — Institutional | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | Year 6 | Year 7 | Year 8 | Year 9 | Year 10 |
Annual Expense Ratio 1 | 0.18% | 0.25% | 0.25% | 0.25% | 0.25% | 0.25% | 0.25% | 0.25% | 0.25% | 0.25% |
Cumulative Return Before Expenses | 5.00% | 10.25% | 15.76% | 21.55% | 27.63% | 34.01% | 40.71% | 47.75% | 55.13% | 62.89% |
Cumulative Return After Expenses | 4.82% | 9.80% | 15.01% | 20.48% | 26.20% | 32.19% | 38.47% | 45.05% | 51.94% | 59.16% |
End of Year Balance | $10,482.00 | $10,979.90 | $11,501.44 | $12,047.76 | $12,620.03 | $13,219.48 | $13,847.40 | $14,505.16 | $15,194.15 | $15,915.87 |
Estimated Annual Expenses | $ 18.43 | $ 26.83 | $ 28.10 | $ 29.44 | $ 30.83 | $ 32.30 | $ 33.83 | $ 35.44 | $ 37.12 | $ 38.89 |
|
1 | Your actual expenses may be higher or lower than those shown. |
Fund |
Initial
Investments* |
Additional
Investments |
Premier Portfolio | $1 million | No minimum |
|
||
Premier Tax-Exempt Portfolio | 1 million | No minimum |
|
||
Premier U.S. Government Money Portfolio | 1 million | No minimum |
|
* | An intermediary may aggregate its master accounts and subaccounts to satisfy the minimum investment requirement. |
Purchase Options | |||
Opening An Account | Adding To An Account | ||
By Liquidity Link | Open your account as described above. | Complete a Liquidity Link Agreement. Mail the application and agreement to the Funds’ transfer agent. Once your request for this option has been processed, you may place your order via Liquidity Link. | |
|
Premier Tax-Exempt Portfolio | |
Through a Financial Intermediary | If placing a redemption request through your financial intermediary, redemption proceeds will be transmitted electronically to your pre- authorized bank account. The Funds’ transfer agent must receive your financial intermediary’s instructions before 4:30 p.m. Eastern Time on a business day in order to effect the redemption on that day. If the financial intermediary wishes to place a redemption order between 4:00 p.m. Eastern Time and 4:30 p.m. Eastern Time on a business day it must do so by telephone. |
By Telephone | If placing a redemption request by telephone, you or any person authorized to make account transactions, must call the Funds’ transfer agent before 4:30 p.m. Eastern Time on a business day to effect the redemption transaction on that day. |
By Liquidity Link | If placing a redemption request through Liquidity Link, the Funds’ transfer agent must receive your redemption request before 4:00 p.m. Eastern Time on a business day to effect the transaction on that day. |
|
■ | reject or cancel all or any part of any purchase order; |
■ | modify any terms or conditions related to the purchase or redemption of shares of any Fund; or |
■ | suspend, change or withdraw all or any part of the offering made by this prospectus. |
■ | Each Fund is offered to investors as a cash management vehicle; 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 a Fund will be detrimental to the continuing operations of the Fund. |
■ | Each Fund’s portfolio securities are valued on the basis of amortized cost, and the Funds seek to maintain a constant net asset value. As a result, the Funds are not subject to price arbitrage opportunities. |
■ | Because each Fund seeks 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. Imposition of redemption fees would run contrary to investor expectations. |
■ | A Fund earns income generally in the form of 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. Because a Fund is a money market fund, it does not anticipate realizing any long-term capital gains. |
■ | None of the dividends paid by a Fund will qualify as qualified dividend income subject to reduced rates of taxation in the case of non-corporate shareholders. |
■ | 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 capital gains realized from redemptions of 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. 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. |
■ | 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 Internal Revenue Service (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 a 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 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 deemed complaint) 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. |
■ | 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. |
By Mail: |
Invesco
Investment Services, Inc.
P.O. Box 219286 Kansas City, MO 64121-9286 |
By Telephone: | (800) 659-1005 |
On the Internet: |
You
can send us a request by e-mail or
download prospectuses, SAIs, annual or semi-annual reports via our Web site: www.invesco.com/us |
Premier Portfolio | Premier U.S. Government Money Portfolio |
Premier
Tax-Exempt Portfolio and
SEC 1940 Act file number: 811-05460 |
invesco.com/us | CM-I-TST-PRO-2 |
|
Statement of Additional Information | December 19, 2014 | ||
AIM Treasurers Series Trust (Invesco Treasurers Series Trust) | ||||
This Statement of Additional Information (the SAI) relates to each portfolio (each a Fund, collectively the Funds) of AIM Treasurers Series Trust (Invesco Treasurers Series Trust) (the Trust). Each Fund offers separate classes of shares as follows:
Fund |
Investor Class |
Institutional Class |
||
Premier Portfolio | IMRXX | N/A | ||
Premier Tax-Exempt Portfolio | ITTXX | N/A | ||
Premier U.S. Government Money Portfolio | FUGXX | N/A |
|
Statement of Additional Information | December 19, 2014 | ||
AIM Treasurers Series Trust (Invesco Treasurers Series Trust) | ||||
The SAI is not a Prospectus, and it should be read in conjunction with the Prospectuses for the Funds listed below. Portions of each Funds financial statements are incorporated into this SAI by reference to such Funds most recent Annual Report to shareholders. You may obtain, without charge, a copy of any Prospectus and/or Annual Report for any Fund listed below from an authorized dealer or by writing to:
Invesco Investment Services, Inc.
P.O. Box 219078
Kansas City, MO 64121-9078
or by calling (800) 959-4246 (Investor Class) or (800) 659-1005 (Institutional Class)
or on the internet: http://www.invesco.com/us
This SAI, dated December 19, 2014, relates to the Investor Class shares and Institutional Class shares, as applicable, of the following Prospectuses:
Fund |
Investor Class |
Institutional Class |
||
Premier Portfolio | December 19, 2014 | December 19, 2014 | ||
Premier Tax-Exempt Portfolio | December 19, 2014 | December 19, 2014 | ||
Premier U.S. Government Money Portfolio | December 19, 2014 | December 19, 2014 |
STATEMENT OF ADDITIONAL INFORMATION
1 | ||||
1 | ||||
1 | ||||
2 | ||||
2 | ||||
2 | ||||
3 | ||||
4 | ||||
5 | ||||
9 | ||||
9 | ||||
12 | ||||
13 | ||||
17 | ||||
20 | ||||
20 | ||||
20 | ||||
21 | ||||
26 | ||||
30 | ||||
30 | ||||
30 | ||||
31 | ||||
31 | ||||
32 | ||||
32 | ||||
32 | ||||
32 | ||||
32 | ||||
34 | ||||
34 | ||||
34 | ||||
35 | ||||
35 | ||||
36 | ||||
37 | ||||
37 | ||||
39 | ||||
40 | ||||
40 | ||||
40 | ||||
40 | ||||
40 | ||||
41 | ||||
54 | ||||
54 |
i
55 | ||||
APPENDICES: |
||||
A-1 | ||||
PERSONS TO WHOM INVESCO PROVIDES NON-PUBLIC PORTFOLIO HOLDINGS ON AN ONGOING BASIS |
B-1 | |||
C-1 | ||||
D-1 | ||||
E-1 | ||||
F-1 | ||||
G-1 | ||||
H-1 | ||||
I-1 | ||||
J-1 |
ii
GENERAL INFORMATION ABOUT THE TRUST
AIM Treasurers Series Trust (Invesco Treasurers Series Trust) (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 Massachusetts business trust on January 27, 1988. 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.
Shares of beneficial interest of the Trust are redeemable at their net asset value at the option of the shareholder or at the option of the Trust in certain circumstances, subject in certain circumstances to a contingent deferred sales charge.
The Trust allocates moneys and other property it receives from the issue or sale of shares of each of its series of shares, and all income, earnings and profits from such issuance and sales, subject only to the rights of creditors, to the appropriate Fund. These assets constitute the underlying assets of each Fund, are segregated on the Trusts books of account, and are charged with the expenses of such Fund and its respective classes. The Trust allocates any general expenses of the Trust not readily identifiable as belonging to a particular Fund subject to oversight by the Board, primarily on the basis of relative net assets, or other relevant factors.
Each share of each Fund represents an equal proportionate interest in that Fund with each other share and is entitled to such dividends and distributions out of the income belonging to such Fund as are declared by the Board.
Each class of shares represents an interest in the same portfolio of investments. Differing sales charges and expenses will result in differing net asset values and dividends and distributions. Upon any liquidation of the Trust, shareholders of each class are entitled to share pro rata in the net assets belonging to the applicable Fund allocable to such class available for distribution after satisfaction of outstanding liabilities of the Fund allocable to such class.
The Trust is not required to hold annual or regular meetings of shareholders. Meetings of shareholders of a Fund or class will be held from time to time to consider matters requiring a vote of such shareholders in accordance with the requirements of the 1940 Act, state law or the provisions of the Trust Agreement. It is not expected that shareholder meetings will be held annually.
Each share of a Fund generally has the same voting, dividend, liquidation and other rights; however, each class of shares of a Fund is subject to different sales loads, conversion features, exchange privileges and class-specific expenses. Only shareholders of a specific class may vote on matters relating to that classs distribution plan.
Except as specifically noted above, shareholders of each Fund are entitled to one vote per share (with proportionate voting for fractional shares), irrespective of the relative net asset value of the shares of the Fund. However, on matters affecting an individual Fund or class of shares, a separate vote of shareholders of the Fund or class is required. Shareholders of a Fund or class are not entitled to vote on any matter which does not affect that Fund or class but that requires a separate vote of another Fund or class. An example of a matter that would be voted on separately by shareholders of each Fund is the approval of the advisory agreement with Invesco Advisers, Inc. (the Adviser or Invesco). When issued, shares of each Fund are fully paid and non-assessable, have no preemptive or subscription rights, and are freely transferable. 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
1
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 such Fund held liable on account of being or having been a shareholder. Thus, the risk of a shareholder incurring financial loss due to shareholder liability is limited to circumstances in which the Fund is unable to meet its obligations and the complaining party is not held to be bound by the disclaimer.
The trustees and officers of the Trust will not be liable for any act, omission or obligation of the Trust or any trustee or officer; however, a trustee or officer is not protected against any liability to the Trust or to the shareholders to which a trustee or officer would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of his or her office with the Trust (Disabling Conduct). The Trusts Bylaws generally provide for indemnification by the Trust of the trustees, officers and employees or agents of the Trust, provided that such persons have not engaged in Disabling Conduct. Indemnification does not extend to judgments or amounts paid in settlement in any actions by or in the right of the Trust. The Trust Agreement also authorizes the purchase of liability insurance on behalf of trustees and officers. The Trusts Bylaws provide for the advancement of payments of expenses to current and former trustees, officers and employees or agents of the Trust, or anyone serving at their request, in connection with the preparation and presentation of a defense to any claim, action, suit or proceeding, for which such person would be entitled to indemnification; provided that any advancement of expenses would be reimbursed unless it is ultimately determined that such person is entitled to indemnification for such expenses.
Share Certificates. Shareholders of the Funds do not have the right to demand or require the Trust to issue share certificates and share certificates are not issued.
DESCRIPTION OF THE FUNDS AND THEIR INVESTMENTS AND RISKS
The Trust is an open-end management investment company. Each of the Funds is diversified for purposes of the 1940 Act and managed in accordance with Rule 2a-7 under the 1940 Act.
Investment Strategies and Risks
Set forth below are detailed descriptions of the various types of securities and investment techniques that Invesco and/or the Sub-Advisers (as defined herein) may use in managing the Funds as well as the risks associated with those types of securities and investment techniques. The descriptions of the types of securities and investment techniques below supplement the discussion of principal investment strategies and risks contained in the Funds Prospectus. If a particular type of security or investment technique is not discussed in the Funds Prospectus it is not a principal investment strategy of that Fund.
Unless otherwise indicated, a Fund may invest in all of the following types of investments. The Funds may not invest in all of the security-types or use all of the techniques described below at any one time. Moreover, Invesco and/or the Sub-Advisers may invest in types of securities and may use investment techniques in managing the Funds, not specifically mentioned below. Any investment shall be
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subject to limitations imposed by a 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 a 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 a Fund to sell any portfolio security. However, a Fund may be required to sell its illiquid securities holdings, or reduce its borrowings, if any, in response to fluctuations in the value of such holdings.
Generally, Premier Tax-Exempt Portfolio will invest only in tax-free securities. Premier Tax-Exempt Portfolio may, however, invest in taxable short-term investments (Taxable Investments) consisting of obligations of the U.S. Government, its agencies or instrumentalities, banks and corporations, short-term fixed income securities; commercial paper rated within the highest rating category by a recognized rating agency; certificates of deposit of domestic banks and U.S. dollar-denominated foreign securities. The Fund may invest in Taxable Investments, for example, due to market conditions or pending the investment of proceeds from the sale of its shares or proceeds from the sale of portfolio securities or in anticipation of redemptions. Although interest earned from Taxable Investments will be taxable to shareholders as ordinary income, the Fund generally intends to minimize taxable income through investments, when possible, in short-term tax-exempt securities, which may include shares of other investment companies whose dividends are tax-exempt. See also Dividends, Distributions and Tax Matters.
The Funds investment objectives, policies, strategies and practices described below are non-fundamental unless otherwise indicated.
As permitted by Rule 2a-7 under the 1940 Act, each Fund seeks to maintain a stable price of $1.00 per share by using the amortized cost method to value portfolio securities and rounding the share value to the nearest cent. Rule 2a-7 imposes requirements as to the diversification and liquidity of each Fund, quality of portfolio securities and maturity of the Fund and of individual securities.
Diversification. In summary, Rule 2a-7 requires that a Fund may not invest in the securities of any issuer if, as a result, more than 5% of the Funds total assets would be invested in that issuer; provided that, each Fund may invest up to 25% of its total assets in the First Tier Securities of a single issuer for up to three business days after acquisition. Certain securities are not subject to this diversification requirement. These include: a security subject to a guarantee from a non-controlled person (as defined in Rule 2a-7) of the issuer of the security; U.S. Government securities; certain repurchase agreements; and shares of certain money market funds. Rule 2a-7 imposes a separate diversification test upon the acquisition of a guarantee or demand feature. (A demand feature is, in summary, a right to sell a security at a price equal to its approximate amortized cost plus accrued interest).
For purposes of these diversification requirements with respect to issuers of Municipal Securities (defined under the caption Municipal Securities), each state (including the District of Columbia and Puerto Rico), territory and possession of the United States, each political subdivision, agency, instrumentality, and authority thereof, and each multi-state agency of which a state is a member is a separate issuer. When the assets and revenues of an agency, authority, instrumentality, or other political subdivision are separate from the government creating the subdivision and the security is backed only by assets and revenues of the subdivision, such subdivision would be deemed to be the sole issuer. Similarly, in the case of an industrial development bond or private activity bond, if such bond is backed only by the assets and revenues of the non-governmental user, then such non-governmental user would be deemed to be the sole issuer.
In summary, a First Tier Security is rated (or issued by an issuer that is rated) in the highest short-term rating category by the Requisite NRSROs, or, if unrated, is determined by the Fund
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investment adviser (subject to oversight and pursuant to guidelines established by the Board) to be of comparable quality to such a rated security. Securities issued by a registered investment company that is a money market fund and U.S. Government securities are also considered to be First Tier Securities. The term Requisite NRSRO means (a) any two nationally recognized statistical rating organizations (NRSROs) (designated by the Board, if any) that have issued a rating with respect to a security or class of debt obligations of an issuer, or (b) if only one (designated, if any) NRSRO has issued a rating with respect to such security or issuer at the time a Portfolio acquires the security, that NRSRO.
Quality. The Funds may invest only in U.S. dollar denominated securities that the Portfolios investment adviser (subject to oversight and pursuant to guidelines established by the Board) determines present minimal credit risk and that are Eligible Securities as defined in Rule 2a-7. Rule 2a-7 defines an Eligible Security, in summary, as a security with a remaining maturity of 397 calendar days or less that has been rated (or whose issuer has been rated) by the Requisite NRSROs in one of the two highest short-term rating categories. Eligible Securities may also include unrated securities determined by the Funds investment adviser (subject to oversight and pursuant to guidelines established by the Board) to be of comparable quality to such rated securities. The eligibility of a security with a guarantee may be determined based on whether the guarantee is an Eligible Security.
The Funds will limit investments to those which are Eligible Securities at the time of acquisition.
Liquidity. Under Rule 2a-7, a Fund must hold securities that are sufficiently liquid to meet reasonably foreseeable shareholder redemptions in light of the Funds obligations under section 22(e) of the 1940 Act (which forbids the suspension of the right of redemption, or postponement of the date of payment or satisfaction upon redemption for more than seven days after the tender of such security for redemption, subject to specified exemptions) and any commitments the Fund has made to shareholders. In addition, a Fund may not acquire an illiquid security if, immediately after the acquisition, the Fund would have invested more than 5% of its total assets in illiquid securities. A Fund, other than the Premier Tax-Exempt Portfolio, may not acquire any security other than a Daily Liquid Asset (cash, U.S. Government securities and other securities that will mature or are subject to a demand feature that is exercisable and payable within one business day) if, immediately after the acquisition the Fund would have invested less than 10% of its total assets in Daily Liquid Assets. The Fund may not acquire any security other than a Weekly Liquid Asset (cash, direct obligations of the U.S. Government, Government securities issued by a person controlled or supervised by and acting as an instrumentality of the U.S. Government pursuant to authority granted by the Congress, that are issued at a discount to the principal amount to be repaid at maturity and have a remaining maturity of 60 days or less and securities that will mature or are subject to a demand feature that is exercisable and payable within 5 business days) if, immediately after the acquisition, the Fund would have invested less than 30% of its total assets in Weekly Liquid Assets.
Maturity. Under Rule 2a-7, each Fund invests only in U.S. dollar-denominated securities maturing within 397 days of the date of purchase, with certain exceptions permitted by applicable regulations. The Fund maintains a dollar-weighted average portfolio maturity of no more than 60 days and a dollar-weighted average portfolio maturity as determined without exceptions regarding certain interest rate adjustments under Rule 2a-7 of no more than 120 days. The maturity of a security is determined in compliance with Rule 2a-7, which for purposes of the dollar-weighted average portfolio maturity permits, among other things, certain securities bearing adjustable interest rates to be deemed to have a maturity shorter than their stated maturity.
Foreign Government Obligations. Generally only Premier Portfolio and Premier Tax-Exempt Portfolio 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 below under Foreign Debt 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
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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 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 Debt Securities. Generally only Premier Portfolio and Premier Tax-Exempt Portfolio may invest in foreign debt securities. Foreign debt securities are debt securities that are issued and/or settled outside the United States and may be backed by foreign guarantees. A Fund will limit its investments in foreign debt securities to debt obligations denominated in U.S. dollars. Debt securities issued by a corporation or other issuer domiciled outside the United States that are dollar denominated and traded in the United States are not considered foreign securities. Although denominated in U.S. dollars, Foreign Debt Securities may entail some or all of the risks set forth below.
Political and Economic Risk. The economies of many of the countries in which the Funds may invest may not be as developed as the United States economy and may be subject to significantly different forces. Political or social instability and development, expropriation or confiscatory taxation, and limitations on the removal of funds or other assets could also adversely affect the value of the Funds investments.
Regulatory Risk. Foreign companies may not be registered with the Securities and Exchange Commission (SEC) and are generally not subject to the regulatory controls and disclosure requirements imposed on United States issuers. 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. As a result, there is generally less publicly available information about foreign securities than is available about domestic securities. Income from foreign securities owned by the Funds may be reduced by a withholding tax at the source, which tax would reduce dividend income payable to the Funds shareholders.
Market Risk. The securities markets in many of the countries in which the Funds invest will have substantially lower trading volume than the major 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. Increased custodian costs as well as administrative costs (such as the need to use foreign custodians) may be associated with the maintenance of assets in foreign jurisdictions. There is generally less government regulation and supervision of foreign stock exchanges, brokers and issuers which may make it difficult to enforce contractual obligations.
U.S. Government Obligations. Each Fund may invest in U.S. Government obligations, which include obligations issued or guaranteed by the U.S. Government, its agencies and instrumentalities, including bills, notes and bonds issued by the U.S. Treasury, as well as stripped or zero coupon U.S. Treasury obligations.
U.S. Government Obligations may be, (i) supported by the full faith and credit of the U.S. Treasury, (ii) supported by the right of the issuer to borrow from the U.S. Treasury, (iii) supported by the discretionary authority of the U.S. Government to purchase the agencys obligations, or (iv) supported only by the credit of the instrumentality. There is a risk that the U.S. Government may choose not to provide financial support to U.S. Government-sponsored agencies or instrumentalities if it is not legally obligated to do so. In that case, if the issuer were to default, a 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.
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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.
Temporary Investments. Each Fund may experience situations where it is unable to invest money that it has received overnight such as when it receives cash inflows after the overnight repurchase markets have closed. The Funds are permitted to leave balances in their accounts with the Bank of New York Mellon (BNY Mellon), the custodian bank. To compensate the Funds for such activity, the Fund may receive compensation from BNY Mellon at an agreed upon rate.
Asset-Backed Securities. Generally only Premier Portfolio and Premier Tax-Exempt Portfolio may invest in asset-back securities. Asset-backed securities are interests in pooled mortgages, loans, receivables, or other assets. Payments of interest and repayment of principal may be largely dependent upon the cash flows generated by the assets backing the securities and, in certain cases, supported by letters of credit, surety bonds, or other credit enhancements. Asset-backed security values may also be affected by other factors including changes in interest rates, the availability of information concerning the pool and its structure, the creditworthiness of the servicing agent for the pool, the originator of the loans or receivables, or the entities providing the credit enhancement.
Bank Instruments. Generally only Premier Portfolio and Premier Tax-Exempt Portfolio may invest in bank instruments and invest in certificates of deposit (Eurodollar CDs) and time deposits (Eurodollar time deposits) of foreign branches of domestic banks. Bank instruments are unsecured interest bearing bank deposits. Bank instruments include, but are not limited to, certificates of deposits, time deposits, and bankers acceptances from U.S. or foreign banks as well as Eurodollar 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 earn a specified rate of interest over a definite period of time; however, it cannot be traded in the secondary market. A bankers acceptance is a bill of exchange or time draft drawn on and accepted by a commercial bank.
An investment in Eurodollar CDs or Eurodollar time deposits may involve some of the same risks that are described for Foreign Debt Securities.
Synthetic Municipal Instruments. Generally only Premier Portfolio and Premier Tax-Exempt Portfolio may invest in synthetic municipal instruments, the value of and return on which are derived from underlying securities. The types of synthetic municipal instruments in which the Fund may invest include tender option bonds and variable rate trust certificates. Both types of instruments involve the deposit into a trust or custodial account of one or more long-term tax-exempt bonds or notes (Underlying Bonds), and the sale of certificates evidencing interests in the trust or custodial account to investors such as the Fund. The trustee or custodian receives the long-term fixed rate interest payments on the Underlying Bonds, and pays certificate holders short-term floating or variable interest rates which are reset periodically. A tender option bond provides a certificate holder with the conditional right to sell its certificate to the sponsor or some designated third party at specified intervals and receive the par value of the certificate plus accrued interest (a demand feature). A variable rate trust certificate evidences an interest in a trust entitling the certificate holder to receive variable rate interest based on prevailing short-term interest rates and also typically provides the certificate holder with the conditional demand feature (the right to tender its certificate at par value plus accrued interest under certain conditions).
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
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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. Generally, Premier Portfolio and Premier Tax-Exempt Portfolio may invest in 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 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. There is a risk that some or all of the interest received by the Fund from tax-exempt Municipal Securities might become taxable as a result of tax law changes or determinations of the Internal Revenue Service (IRS).
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.
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. |
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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.
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.
Since the Funds 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 its share price.
The Funds may invest in Municipal Securities that are insured by financial insurance companies. Since a limited number of entities provide such insurance, the Fund may invest up to 25% of its assets in securities insured by the same insurance company.
The Funds 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.
U.S. Corporate Debt Obligations. Generally, Premier Portfolio and Premier Tax-Exempt Portfolio may invest corporate debt obligations. Corporate debt obligations in which the Funds may invest are debt obligations issued or guaranteed by corporations that are denominated in U.S. dollars. Such investments may include, among others, commercial paper, bonds, notes, debentures, variable rate demand notes, master notes, funding agreements and other short-term corporate instruments. Commercial Paper consists of short-term promissory notes issued by corporations. Commercial paper may be traded in the secondary market after its issuance. Variable rate demand notes are securities with a variable interest rate which is readjusted on pre-established dates. Variable rate demand notes are subject to payment of principal and accrued interest (usually within seven days) on a Funds demand. Master notes are negotiated notes that permit the investment of fluctuating amounts of money at varying rates of interest pursuant to arrangements with issuers who meet the credit quality criteria of the Fund. The interest rate on a master note may fluctuate based upon changes in specified interest rates or be reset periodically according to a prescribed formula or may be a set rate. Although there is no secondary market in master notes, if such notes have a demand feature, the payee may demand payment of the principal amount of the note upon relatively short notice. Funding agreements are agreements between an insurance company and a Fund covering underlying demand notes. Although there is no secondary market in funding agreements, if the underlying notes have a demand feature, the payee may demand payment of the principal amount of the note upon relatively short notice. Master notes and funding agreements are generally illiquid and therefore subject to the Funds percentage limitation for investments in illiquid securities.
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Other Investment Companies. Unless otherwise indicated in this SAI or a Funds prospectus, each Fund may purchase shares of other investment companies. For each Fund, the 1940 Act imposes the following restrictions on investments in other investment companies: (i) a Fund may not purchase more than 3% of the total outstanding voting stock of another investment company; (ii) a Fund may not invest more than 5% of its total assets in securities issued by another investment company; and (iii) a Fund may not invest more than 10% of its total assets in securities issued by other investment companies. The 1940 Act and related rules provide certain exemptions from these restrictions. These restrictions do not apply to investments by the Funds in investment companies that are money market funds, including money market funds that have Invesco or an affiliate of Invesco as an investment adviser (the Affiliated Money Market Funds).
When a Fund purchases shares of another investment company, including an Affiliated Money Market Fund, the Fund will indirectly bear its proportionate share of the advisory fees and other operating expenses of such investment company and will be subject to the risks associated with the portfolio investments of the underlying investment company.
Variable or Floating Rate Instruments. 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 Funds. The Funds Adviser, or Sub-adviser, as applicable, may determine that an unrated floating rate or variable rate demand obligation meets the Funds rating standards by reason of being backed by a letter of credit or guarantee issued by a bank that meets those rating standards.
For Rule 2a-7 purposes, a variable rate security, the principal amount of which is scheduled to be paid in more than 397 calendar days, that is subject to a demand feature, shall be deemed to have a maturity equal to the longer of the period remaining until the next readjustment of the interest rate or the period remaining until the principal amount can be recovered through demand. A floating rate security, the principal amount of which, in accordance with the terms of the security, must unconditionally be paid in 397 calendar days or less shall be deemed to have a maturity of one day.
Forward Commitments, When-Issued and Delayed-Delivery Securities. Each Fund may purchase or sell securities on a forward commitment, when-issued or delayed-delivery basis.
Forward commitments, when-issued or delayed-delivery basis means that delivery and payment take place in the future after the date of the commitment to purchase or sell the securities at a pre-determined price and/or yield. Settlement of such transactions normally occurs a month or more after the purchase or sale commitment is made. Typically, not interest accrues to the purchaser until the security is delivered. Although a Fund generally intends to acquire or dispose of securities on a forward commitment, when-issued or delayed-delivery basis, a Fund may sell these securities or its commitment before the settlement date if deemed advisable.
When purchasing a security on a forward commitment, when-issued or delayed-delivery basis, a Fund assumes the rights and risks of ownership of the security, including the risk of price and yield
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fluctuation, and takes such fluctuations into account when determining its net asset value. Securities purchased on a forward commitment, when-issued or delayed-delivery basis are subject to changes in value based upon the publics perception of the creditworthiness of the issuer and changes, real or anticipated, in the level of interest rates. Accordingly, securities acquired on such a basis may expose a Fund to risks because they may experience such fluctuations prior to actual delivery. Purchasing securities on a forward commitment, when-issued or delayed-delivery basis may involve the additional risk that the yield available in the market when the delivery takes place actually may be higher than that obtained in the transaction itself.
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, a Fund will segregate liquid assets of a dollar value sufficient at all times to make payment for the forward commitment, when-issued or delayed-delivery transactions. Such segregated liquid assets will be marked-to-market daily, and the amount segregated will be increased if necessary to maintain adequate coverage of the delayed-delivery commitments. No additional forward, when-issued or delayed-delivery commitments will be made by a Fund if, as a result, more than 25% of the Funds total assets would become so committed. The delayed-delivery securities, which will not begin to accrue interest or dividends until the settlement date, will be recorded as an asset of a Fund and will be subject to the risk of market fluctuation. The purchase price of the delayed-delivery securities is a liability of a Fund until settlement. 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 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.
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: (i) an interfund loan will generally only occur if the interest rate on the loan is more favorable to the borrowing fund than the interest rate typically available from a bank for a comparable transaction and the rate is more favorable to the lending fund than the rate available on overnight repurchase transactions; (ii) 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 (iii) an Invesco Fund may not lend more than 5% of its net assets to another Invesco Fund through the program (measured at the time of the loan). A Fund may participate in the program only if and to the extent that such participation is consistent with the Funds investment objective and investment policies. Interfund loans have a maximum duration of seven days. Loans may be called with one days notice and may be repaid on any day.
Borrowing. The Funds may borrow money to the extent permitted under 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. All borrowings are
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limited to an amount not exceeding 33 1/3% of a Funds total assets (including the amount borrowed) less liabilities (other than borrowings). Any borrowings that exceed this amount will be reduced within three business days to the extent necessary to comply with the 33 1/3% limitation even if it is not advantageous to sell securities at that time.
If there are unusually heavy redemptions, a Fund may have to sell a portion of its investment portfolio at a time when it may not be advantageous to do so. Selling Fund securities under these circumstances may result in a lower net asset value per share or decreased dividend income, or both. Invesco and the Sub-Advisers believe that, in the event of abnormally heavy redemption requests, a Funds borrowing ability would help to mitigate any such effects and could make the forced sale of their portfolio securities less likely.
Repurchase Agreements. Each Fund may engage in repurchase agreement transactions. Repurchase agreements are agreements under which a Fund acquires ownership of a security from a broker-dealer or bank that agrees to repurchase the security at a mutually agreed upon time and yield. A Fund may enter into a continuing contract or open repurchase agreement under which the seller is under a continuing obligation to repurchase the underlying securities from the Fund on demand and the effective interest rate is negotiated on a daily basis.
In any repurchase transaction, collateral for a repurchase agreement may include cash items, obligations issued by the U.S. Government or its agencies or instrumentalities. Premier Portfolio may engage in repurchase agreements collateralized by fixed income securities that are rated investment grade and below investment grade by the requisite nationally recognized statistical rating organizations (NRSROs) or unrated securities of comparable quality, loan participations, and equities. For these types of repurchase agreement transactions, the Fund would look to the counterparty, and not the collateral, for determining diversification under Rule 2a-7. Thus, collateral for a repurchase agreement may include securities that a Fund could not hold directly.
Regardless of the collateral underlying the repurchase agreement, the Fund must determine that the repurchase agreement with the particular counterparty involves minimal credit risk and satisfies the credit quality standards in compliance with Rule 2a-7 under the 1940 Act. Collateral with lower credit quality or longer maturities may be subject to greater price fluctuations than collateral with higher credit quality or shorter maturities. If the repurchase agreement counterparty were to default, lower quality collateral may be more difficult to liquidate than higher quality collateral.
If the seller of a repurchase agreement fails to repurchase the security in accordance with the terms of the agreement, a Fund might incur expenses in enforcing its rights, and could experience a loss on the sale of the underlying security to the extent that the proceeds of the sale including accrued interest are less than the resale price provided in the agreement, including interest. In addition, although the Bankruptcy Code and other insolvency laws may provide certain protections for some types of repurchase agreements, if the seller of a repurchase agreement should be involved in bankruptcy or insolvency proceedings, a Fund may incur delay and costs in selling the underlying security or may suffer a loss of principal and interest if the value of the underlying security declines or the Fund may be deemed to be an unsecured creditor and be required to return the securities to the seller. Premier Portfolio may enter into repurchase agreements that involve securities that may be subject to a court-ordered or other 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 or other authority. In these situations a Fund may be subject to greater risk that the value of the securities may decline before they are sold, and that the Fund may 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, including any accrued interest thereon. Custody of the securities will be maintained by the Funds custodian or subcustodian for the duration of the agreement.
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The Funds may invest their cash balances in joint accounts with other Invesco Funds for the purpose of investing in repurchase agreements with maturities not to exceed 60 days, and collateralized by cash or government securities (as defined by Rule 2a-7), and in certain other money market instruments with remaining maturities not to exceed 90 days.
Restricted and Illiquid Securities. Each Fund may invest up to 5% of its net assets in securities that are illiquid.
Illiquid securities are securities that cannot be disposed of within seven days in the normal course of business at approximately the price at which they are valued. Illiquid securities may include a wide variety of investments, such as: (1) repurchase agreements maturing in more than seven days (unless the agreements have demand/redemption features); (2) For funds other than money market funds, 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 (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. Generally, only Premier Portfolio and Premier Tax-Exempt Portfolio will invest in Rule 144A securities.
Limitations on the resale of restricted securities may have an adverse effect on their marketability, which may prevent a Fund from disposing of them promptly at reasonable prices. The Fund may have to bear the expenses of registering such securities for resale, and the risk of substantial delays in effecting such registrations. A Funds difficulty valuing and selling illiquid securities may result in a loss or be costly to the Fund.
If a substantial market develops for a restricted security or other illiquid investment held by a Fund, it may be treated as a liquid security, in accordance with procedures and guidelines approved by the Board. While Invesco monitors the liquidity of restricted securities on a daily basis, the Board oversees and retains ultimate responsibility for Invescos liquidity determinations. Invesco considers various factors when determining whether a security is liquid, including the frequency of trades, availability of quotations and number of dealers or qualified institutional buyers in the market.
Sale of Money Market Securities. The Funds do not seek profits through short-term trading and will generally hold portfolio securities to maturity. However, the Adviser and/or Sub-Adviser may seek to enhance the yield of the Fund by taking advantage of yield disparities that occur in the money markets. For example, market conditions frequently result in similar securities trading at different prices. Also, there frequently are differences in yields between various types of money market securities. The Adviser and/or Sub-Adviser may dispose of any portfolio security prior to its maturity if such disposition and reinvestment of proceeds are expected to enhance yield consistent with the Advisers and/or Sub-Advisers judgment as to desirable portfolio maturity structure. The Adviser and/or Sub-Adviser may also dispose of any portfolio security prior to maturity to meet redemption requests, and as a result of a revised credit evaluation of the issuer or other circumstances or considerations. This procedure may increase or decrease the Funds yield depending upon the Advisers and/or Sub-Advisers ability to correctly time and execute such transactions. The Funds policy of investing in securities with maturities of 397 days or less will result in high portfolio turnover. Since brokerage commissions are not normally paid on investments of the type made by the Fund, the high turnover should not adversely affect the Funds net income.
Receipt of Issuers Nonpublic Information
The Adviser or Sub-Advisers (through their portfolio managers, analysts, or other representatives) may receive material nonpublic information about an issuer that may restrict the ability of the Adviser or Sub-Advisers to cause the Funds to buy or sell securities of the issuer on behalf of the Funds for substantial periods of time. This may impact the Funds ability to realize profit or avoid loss with respect
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to the issuer and may adversely affect the Funds flexibility with respect to buying or selling securities, potentially impacting Fund performance. For example, activist investors of certain issuers in which the Adviser or Sub-Advisers hold large positions may contact representatives of the Adviser or Sub-Advisers and may disclose material nonpublic information in such communication. The Advisers or Sub-Advisers would be restricted from trading on the basis of such material nonpublic information, limiting their flexibility in managing the Funds and possibly impacting Fund performance.
The Funds, like all companies, may be susceptible to operational and information security risks. Cyber security failures or breaches of the Funds or their service providers or the issuers of securities in which the Funds invest, have the ability to cause disruptions and impact business operations, potentially resulting in financial losses, the inability of Fund shareholders to transact business, violations of applicable privacy and other laws, regulatory fines, penalties, reputational damage, reimbursement or other compensation costs, and/or additional compliance costs. The Funds and their shareholders could be negatively impacted as a result.
Fund Policies for Premier Portfolio and Premier Tax-Exempt Portfolio
Fundamental Restrictions. Except as otherwise noted below, each Fund is subject to the following investment restrictions, which may be changed only by a vote of such Funds outstanding shares. Fundamental restrictions may be changed only by a vote of the lesser of (i) 67% or more of the Funds shares present at a meeting if the holders of more than 50% of the outstanding shares are present in person or represented by proxy, or (ii) more than 50% of the Funds outstanding shares. Any investment restriction that involves a maximum or minimum percentage of securities or assets (other than with respect to borrowing) shall not be considered to be violated unless an excess over or a deficiency under the percentage occurs immediately after, and is caused by, an acquisition or disposition of securities or utilization of assets by the Fund.
(1) The Fund is a diversified company as defined in the 1940 Act. The Fund will not purchase the securities of any issuer if, as a result, the Fund would fail to be a diversified company within the meaning of the 1940 Act, and the rules and regulations promulgated thereunder, as such statute, rules and regulations are amended from time to time or are interpreted from time to time by the SEC staff (collectively, the 1940 Act Laws and Interpretations) or except to the extent that the Fund may be permitted to do so by exemptive order or similar relief (collectively, with the 1940 Act Laws and Interpretations, the 1940 Act Laws, Interpretations and Exemptions). In complying with this restriction, however, the Fund may purchase securities of other investment companies to the extent permitted by the 1940 Act Laws, Interpretations and Exemptions.
(2) The Fund may not borrow money or issue senior securities, except as permitted by the 1940 Act Laws, Interpretations and Exemptions.
(3) The Fund may not underwrite the securities of other issuers. This restriction does not prevent the Fund from engaging in transactions involving the acquisition, disposition or resale of its portfolio securities, regardless of whether the Fund may be considered to be an underwriter under the 1933 Act.
(4) The Fund will not make investments that will result in the concentration (as that term may be defined or interpreted by the 1940 Act Laws, Interpretations and Exemptions) of its investments in the securities of issuers primarily engaged in the same industry. This restriction does not limit the Funds investments in (i) obligations issued or guaranteed by the U.S. Government, its agencies or instrumentalities, or (ii) tax-exempt obligations issued by governments or political subdivisions of governments, or (iii) bank instruments. In complying with this restriction, the Fund will not consider a bank-issued guaranty or financial guaranty insurance as a separate security.
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(5) The Fund may not purchase real estate or sell real estate unless acquired as a result of ownership of securities or other instruments. This restriction does not prevent the Fund from investing in issuers that invest, deal, or otherwise engage in transactions in real estate or interests therein, or investing in securities that are secured by real estate or interests therein.
(6) The Fund may not purchase physical commodities or sell physical commodities unless acquired as a result of ownership of securities or other instruments. This restriction does not prevent the Fund from engaging in transactions involving futures contracts and options thereon or investing in securities that are secured by physical commodities.
(7) The Fund may not make personal loans or loans of its assets to persons who control or are under common control with the Fund, except to the extent permitted by 1940 Act Laws, Interpretations and Exemptions. This restriction does not prevent the Fund from, among other things, purchasing debt obligations, entering into repurchase agreements, loaning its assets to broker-dealers or institutional investors, or investing in loans, including assignments and participation interests.
(8) The Fund may, notwithstanding any other fundamental investment policy or limitation, invest all of its assets in the securities of a single open-end management investment company with substantially the same fundamental investment objectives, policies and restrictions as the Fund.
In addition, it is a fundamental policy of Premier Tax-Exempt Portfolio that, under normal market conditions, it will have at least 80% of its net assets invested in municipal obligations that, based on the opinion of counsel to the issuer, pay interest free from federal income tax.
The investment restrictions set forth above provide each of the Funds with the ability to operate under new interpretations of the 1940 Act or pursuant to exemptive relief from the SEC without receiving prior shareholder approval of the change. Even though each of the Funds has this flexibility, the Board has adopted non-fundamental restrictions for each of the Funds relating to certain of these restrictions which Invesco and, when applicable, the Sub-Advisers must follow in managing the Funds. Any changes to these non-fundamental restrictions, which are set forth below, require the approval of the Board.
Non-Fundamental Restrictions. The following non-fundamental investment restrictions apply to each of the Funds. They may be changed for any Fund without approval of that Funds voting securities.
(1) In complying with the fundamental restriction regarding issuer diversification, the Fund will not, with respect to 75% of its total assets, purchase the securities of any issuer (other than securities issued or guaranteed by the U.S. Government or any of its agencies or instrumentalities and securities issued by other investment companies), if, as a result, (i) more than 5% of the Funds total assets would be invested in the securities of that issuer, or (ii) the Fund would hold more than 10% of the outstanding voting securities of that issuer. The Fund may purchase securities of other investment companies as permitted by the 1940 Act Laws, Interpretations and Exemptions.
(2) In complying with the fundamental restriction regarding borrowing money and issuing senior securities, the Fund may borrow money in an amount not exceeding 33 1/3% of its total assets (including the amount borrowed) less liabilities (other than borrowings). The Fund may borrow from banks, broker-dealers, or an Invesco Fund. The Fund may not borrow for leveraging, but may borrow for temporary or emergency purposes, in anticipation of or in response to adverse market conditions, or for cash management purposes. The Fund may not purchase additional securities when any borrowings from banks exceed 5% of the Funds total assets or when any borrowings from an Invesco Fund are outstanding.
(3) In complying with the fundamental restriction regarding industry concentration, the Fund may invest up to 25% of its total assets in the securities of issuers whose principal business activities are in the same industry and may invest over 25% of its assets in (i) obligations issued or guaranteed by the U.S. Government, its agencies or instrumentalities, (ii) tax-exempt obligations issued by governments or political subdivisions of governments, and (iii) bank instruments.
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(4) Notwithstanding the fundamental restriction with regard to engaging in transactions involving futures contracts and options thereon or investing in securities that are secured by physical commodities, the Fund currently may not invest in any security (including futures contracts or options thereon) that is secured by physical commodities.
(5) 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.
(6) 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 objective, policies, and restrictions as the Fund.
(7) The Fund may not acquire any securities of registered unit investment trusts in reliance on Sections 12(d)(1) or 12(d)(1)(G) of the 1940 Act.
Fund Policies for Premier U.S. Government Money Portfolio
Fundamental Restrictions. The investment restrictions set forth below have been adopted by the Fund and, unless identified as non-fundamental policies, may not be changed without the affirmative vote of a majority of the outstanding voting securities of the Fund. As provided in the 1940 Act, a vote of a majority of the outstanding voting securities of the Fund means the affirmative vote of the lesser of (1) more than 50% of the outstanding shares of the Fund or (2) 67% or more the shares present at a meeting, if more than 50% of the outstanding shares are represented at the meeting in person or by proxy. Except with respect to borrowing, changes in values of the Funds assets will not cause a violation of the following investment restrictions as long as percentage restrictions are observed by the Fund at the time it purchases any security. The Fund shall not:
(1) Purchase the securities of any issuer (other than securities issued or guaranteed by the U.S. Government or any of its agencies or instrumentalities, municipal securities or securities issued or guaranteed by domestic banks, including U.S. branches for foreign banks and foreign branches of U.S. banks) if, as a result, more than 25% of the Funds total assets would be invested in the securities of companies whose principal business activities are in the same industry;
(2) Except to the extent permitted by Rule 2a-7 promulgated under the 1940 Act, or any successor rule thereto, purchase the securities of any issuer (other than securities issued or guaranteed by the U.S. Government or any of its agencies or instrumentalities, or securities of other investment companies) if, as a result, (i) more than 5% of the Funds total assets would be invested in the securities of that issuer, or (ii) the Fund would hold more than 10% of the outstanding voting securities of that issuer;
(3) Underwrite securities of other issuers, except insofar as it may be deemed to be an underwriter under the 1933 Act, in connection with the disposition of the funds portfolio securities;
(4) Borrow money, except that 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);
(5) Issue senior securities, except as permitted under the 1940 Act;
(6) Lend any security or make any loan if, as a result, more than 33 1/3% of its total assets would be lent to other parties, but this limitation does not apply to the purchase of debt securities or to repurchase agreements;
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(7) Purchase or sell physical commodities; however, this policy shall not prevent the Fund from purchasing and selling foreign currency, futures contracts, options, forward contracts, swaps, caps, floors, collars and other financial instruments;
(8) Purchase or sell real estate unless acquired as a result of ownership of securities or other instruments (but this shall not prevent the Fund from investing in securities or other instruments backed by real estate or securities of companies engaged in the real estate business); or
(9) 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 managed by the Adviser or an affiliate or a successor thereof, with substantially the same fundamental investment objective, policies, and limitations as the Fund.
The Funds investment objective is to seek a high level of current income, consistent with the preservation of capital and the maintenance of liquidity. The Funds investment objective is fundamental and may not be changed without shareholder approval.
Non-fundamental Restrictions. Non-fundamental restrictions may be changed for any Fund without shareholder approval. The non-fundamental investment restrictions listed below apply to each of the Funds unless otherwise indicated.
(1) In complying with the fundamental restriction regarding issuer diversification, the Fund will not, with respect to 75% of its total assets (and for Premier U.S. Government Money Portfolio, with respect to 100% of its total assets), purchase the securities of any issuer (other than securities issued or guaranteed by the U.S. Government or any of its agencies or instrumentalities and securities issued by other investment companies), if, as a result, (i) more than 5% of the Funds total assets would be invested in the securities of that issuer, except as permitted by Rule 2a-7 under the 1940 Act, or (ii) the Fund would hold more than 10% of the outstanding voting securities of that issuer. The Fund may purchase securities of other investment companies as permitted by the 1940 Act Laws, Interpretations and Exemptions.
In complying with the fundamental restriction of regarding issuer diversification, any Fund that invests in municipal securities will regard each state (including the District of Columbia and Puerto Rico), territory and possession of the United States, each political subdivision agency, instrumentality and authority thereof, and each multi-state agency of which a state is a member as a separate issuer. When the assets and revenues of an agency, authority, instrumentality or other political subdivision are separate from the government creating the subdivision and the security is backed only by assets and revenues of the subdivision, such subdivision would be deemed to be the sole issuer. Similarly, in the case of an Industrial Development Bond or Private Activity bond, if that bond is backed only by the assets and revenues of the non-governmental user, then that non-governmental user would be deemed to be the sole issuer.
(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 regarding 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.
(4) 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 objective, policies, and restrictions as the Fund.
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(5) The Fund may not acquire any securities of registered unit investment trusts in reliance of Section 12(d)(1)(F) or 12(d)(1)(G) of the 1940 Act.
(6) The following applies:
Premier U.S. Government Money Portfolio invest, under normal circumstances, at least 80% of its assets in (i) direct obligations of the U.S. Treasury, (ii) other securities issued or guaranteed as to principal and interest by the U.S. Government or its agencies and instrumentalities (agency securities) and (iii) repurchase agreements secured by those obligations referenced in (i) and (ii) above.
For purposes of the foregoing, assets means net assets plus the amount of any borrowings for investment purposes. The Fund will provide written notice to its shareholders prior to any change to this policy, as required by the 1940 Act, Laws, Interpretations and Exemptions.
Policies and Procedures for Disclosure of Fund Holdings.
The Board has adopted policies and procedures with respect to the disclosure of the Funds portfolio holdings (the Holdings Disclosure Policy). Invesco and the Board may amend the Holdings Disclosure Policy at any time without prior notice. Details of the Holdings Disclosure Policy and a description of the basis on which employees of Invesco and its affiliates may release information about portfolio securities in certain contexts are provided below.
Public release of portfolio holdings. The Funds make available to beneficial owners of Fund shares and prospective investors information regarding or derived from the Funds portfolio holdings. The Funds disclose the following portfolio holdings information on www.invesco.com 1
Information |
Approximate Date of Website Posting |
Information Remains Available on Website |
||
Weighted average maturity information; weighted average life information; thirty-day, seven-day and one-day yield information; daily dividend factor and total net assets | Next business day | Until posting of the following business days information | ||
Complete portfolio holdings, and information derived therefrom, as of month-end and as of any other period determined by the Adviser | 5 days after month-end and as of any other period, as may be determined by the Adviser | Holdings will be posted for a period of not less than six months | ||
Complete portfolio holdings as of fiscal quarter-end | 60-70 days after fiscal quarter-end | For one year |
Information concerning the Funds portfolio holdings as well as its dollar-weighted average portfolio maturity and dollar-weighted average life to maturity as of the last business day of the preceding month will be posted on its Web site no later than five business days after the end of the month and remain posted on the Web site for at least six months thereafter. In addition, the Fund will file monthly with the SEC portfolio holdings and other information about the Fund and its portfolio as of the last business day of the preceding month within five business days of the end of each month. This information will be made public 60 days following month-end.
For Investor Class, these holdings are listed along with the percentage of the Funds net assets they represent. Generally, employees Invesco and its affiliates may not disclose such portfolio holdings until one day after they have been posted on www.invesco.com/us . You may also obtain the publicly available portfolio holdings information described above by contacting us at 1-800-959-4246.
1 | To locate the Funds portfolio holdings information go to http://www.invesco.com/us, click on the Products and Performance tab, then click on the Cash Management Funds link. Under Quick Links click on Complete monthly holdings link. |
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For Institutional Class, Qualified Persons may obtain access to the Web site, as well as the information noted above, by calling the distributor toll free at 1-800-659-1005, option 2. The Funds distributors vice president/sale and administration manager is authorized to determine whether any entity or individual is a Qualified Person or is acting on behalf of a Qualified Person, and to disclose portfolio information to such Qualified Person. If a beneficial owner, who is not a record owner requests portfolio information, such information will be sent to the record owner for distribution to the beneficial owner. Existing shareholders can also obtain portfolio information (other than portfolio holdings) by calling the transfer agent toll free at 1-800-659-1005, option 1. 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 .
Information concerning the Funds portfolio holdings as well as its dollar-weighted average portfolio maturity and dollar-weighted average life to maturity as of the last business day of the preceding month will be posted on its Web site no later than five business days after the end of the month and remain posted on the Web site for at least six months thereafter. In addition, the Fund will file monthly with the Securities and Exchange Commission portfolio holdings and other information about the Fund and its portfolio as of the last business day of the preceding month within five business days of the end of each month. This information will be made public 60 days following month-end.
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. 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, 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(3)-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 such selective disclosure and approves situations involving perceived conflicts of interest between shareholders of the applicable Fund and Invesco or its affiliates brought to the Boards attention by Invesco.
Invesco discloses non-public full portfolio holdings information to the following persons in connection with the day-to-day operations and management of the Invesco Funds:
| Attorneys and accountants; |
| Securities lending agents; |
| Lenders to the Invesco Funds; |
| Rating and rankings agencies; |
| Persons assisting in the voting of proxies; |
| Invesco Funds custodians; |
| The Invesco Funds transfer agent(s) (in the event of a redemption in kind); |
| Pricing services, markets 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 |
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| Analysts hired to perform research and analysis to the Invesco Funds portfolio management team. |
In many cases, Invesco will disclose current portfolio holdings on a daily basis to these persons. In these situations, Invesco has entered into non-disclosure agreements which provide that the recipient of the portfolio holdings will maintain the confidentiality of such portfolio holdings and will not trade on such information (Non-disclosure Agreements). Please refer to Appendix B for a list of examples of persons to whom Invesco provides non-public portfolio holdings on an ongoing basis.
Invesco will also disclose non-public portfolio holdings information if such disclosure is required by applicable laws, rules or regulations, or by regulatory authorities having jurisdiction over Invesco and its affiliates or the Funds.
The Holdings Disclosure Policy provides that Invesco will not request, receive or accept any compensation (including compensation in the form of the maintenance of assets in any Fund or other mutual fund or account managed by Invesco or one of its affiliates) for the selective disclosure of portfolio holdings information.
Disclosure of certain portfolio holdings and related information without non-disclosure agreement. Invesco and its affiliates that provide services to the Funds, the Sub-Advisors and each of their employees may receive or have access to portfolio holdings as part of the day to day operations of the Funds.
From time to time, employees of Invesco and its affiliates may express their views orally or in writing on one or more of the Funds portfolio securities or may state that a Fund has recently purchased or sold, or continues to own, one or more securities. The securities subject to these views and statements may be ones that were purchased or sold since a Funds most recent quarter-end and therefore may not be reflected on the list of the Funds most recent quarter-end portfolio holdings disclosed on the Web site. Such views and statements may be made to various persons, including members of the press, brokers and other financial intermediaries that sell shares of the Funds, shareholders in the applicable Fund, persons considering investing in the applicable Fund or representatives of such shareholders or potential shareholders, such as fiduciaries of a 401(k) plan or a trust and their advisers, and other entities for which Invesco or its affiliates provides or may provide investment advisory services. The nature and content of the views and statements provided to each of these persons may differ.
From time to time, employees of Invesco and its affiliates also may provide oral or written information (portfolio commentary) about a Fund, including, but not limited to, how the Funds investments are divided among various sectors, industries, countries, investment styles and capitalization sizes, and among stocks, bonds, currencies and cash, security types, bond maturities, bond coupons and bond credit quality ratings. This portfolio commentary may also include information on how these various weightings and factors contributed to Fund performance. Invesco may also provide oral or written information (statistical information) about various financial characteristics of a Fund or its underlying portfolio securities including, but not limited to, alpha, beta, R-squared, coefficient of determination, duration, maturity, information ratio, sharpe ratio, earnings growth, payout ratio, price/book value, projected earnings growth, return on equity, standard deviation, tracking error, weighted average quality, market capitalization, percent debt to equity, price to cash flow, dividend yield or growth, default rate, portfolio turnover, and risk and style characteristics. This portfolio commentary and statistical information about a Fund may be based on the Funds portfolio as of the most recent quarter-end or the end of some other interim period, such as month-end. The portfolio commentary and statistical information may be provided to various persons, including those described in the preceding paragraph. The nature and content of the information provided to each of these persons may differ.
Disclosure of portfolio holdings by traders. Additionally, employees of Invesco and its affiliates may disclose one or more of the portfolio securities of a Fund when purchasing and selling securities through broker-dealers, requesting bids on securities, obtaining price quotations on securities, or in connection with litigation involving the Funds portfolio securities. Invesco does not enter into formal
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Non-disclosure Agreements in connection with these situations; however, the Funds would not continue to conduct business with a person who Invesco believed was misusing the disclosed information.
Disclosure of portfolio holdings of other Invesco-managed products. Invesco and its affiliates manage products sponsored by companies other than Invesco Ltd. 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 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 on 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 Web site. 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 as 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.
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.
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.
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The Board believes that Mr. Flanagans long experience as an executive in the investment management area benefits the Funds.
Philip A. Taylor, Trustee
Philip A. Taylor has been a member of the Board of Trustees of the Invesco Funds since 2006. Mr. Taylor has headed Invescos North American retail business as Senior Managing Director since April 2006. He previously served as chief executive officer of Invesco Trimark Investments since January 2002.
Mr. Taylor joined Invesco in 1999 as senior vice president of operations and client services and later became executive vice president and chief operating officer.
Mr. Taylor was president of Canadian retail broker Investors Group Securities from 1994 to 1997 and managing partner of Meridian Securities, an execution and clearing broker, from 1989 to 1994. He held various management positions with Royal Trust, now part of Royal Bank of Canada, from 1982 to 1989. He began his career in consumer brand management in the U.S. and Canada with Richardson-Vicks, now part of Procter & Gamble.
The Board believes that Mr. Taylors long experience in the investment management business benefits the Funds.
Wayne W. Whalen, Trustee
Wayne W. Whalen has been a member of the Board of Trustees of the Invesco Funds and their predecessor funds since 2010.
Mr. Whalen is Of Counsel, and prior to 2010, Partner in the law firm of Skadden, Arps, Slate, Meagher & Flom LLP.
Mr. Whalen is 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 Funds.
Bruce L. Crockett, Trustee and Chair
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.
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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, 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 Funds.
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 Funds.
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 an investment bank registered with the Financial Industry Regulatory Authority Inc. (FINRA) 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 National Association of Securities Dealers, Inc. (NASD) Business District Conduct Committee, and Chair of the Colorado Bar Association Ethics Committee.
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In June 2010, Mr. Bunch became the Managing Member of Grumman Hill Group LLC, a family office private equity investment manager.
The Board believes that Mr. Bunchs experience as an investment banker and investment management lawyer benefits the Funds.
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 officer 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 Funds.
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 to 1976), which is now Clifford Chance.
The Board believes that Mr. Dowdens extensive experience as a corporate executive benefits the Funds.
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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 8th Congressional District of Texas from 1980 to 1997. As a member of Congress, Mr. Fields served as Chairman of the House Telecommunications and Finance Subcommittee, which has jurisdiction and oversight of the Federal Communications Commission and the Securities and Exchange Commission. Mr. Fields co-sponsored the National Securities Markets Improvements Act of 1996, and played a leadership role in enactment of the Securities Litigation Reform Act.
Mr. Fields currently serves as Chief Executive Officer of the Twenty-First Century Group, 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 known as Administaff), a premier professional employer organization with clients nationwide. In addition, Mr. Fields sits on the Board of the Discovery Channel Global Education Fund, a nonprofit organization dedicated to providing educational resources to people in need around the world through the use of technology.
The Board believes that Mr. Fields experience in the House of Representatives, especially concerning regulation of the securities markets, benefits the Funds.
Dr. Prema Mathai-Davis, Trustee
Dr. Prema Mathai-Davis has been a member of the Board of Trustees 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 Metropolitan Transportation Authority of New York, the largest regional transportation network in the U.S. Dr. Mathai-Davis also serves as a Trustee of the YWCA Retirement Fund, the first and oldest pension fund for women, and on the advisory board of the Johns Hopkins Bioethics Institute. Dr. Mathai-Davis was the president and chief executive officer of the Community Agency for Senior Citizens, a non-profit social service agency that she established in 1981. She also directed the Mt. Sinai School of Medicine-Hunter College Long-Term Care Gerontology Center, one of the first of its kind.
The Board believes that Dr. Mathai-Davis extensive experience in running public and charitable institutions benefits the Funds.
Dr. Larry Soll, Trustee
Dr. Larry Soll has been a member of the Board of Trustees of the Invesco Funds since 1997.
Formerly, Dr. Soll was Chairman of the Board (1987 to 1994), Chief Executive Officer (1982 to 1989; 1993 to 1994) and President (1982 to 1989) of Synergen Corp., a public company, and in such capacities supervised the activities of the Chief Financial Officer. Dr. Soll also has served as a director of three other public companies and as treasurer of a non-profit corporation. Dr. Soll currently serves as a trustee and a member of the Audit Committee of each of the funds within the Invesco Funds.
The Board believes that Dr. Solls experience as a chairman of a public company and in academia benefits the Funds.
Hugo F. Sonnenschein, Trustee
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Hugo F. Sonnenschein has been a member of the Board of Trustees of the Invesco Funds and their predecessor funds since 2010.
Mr. Sonnenschein is the 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. Prior to July 2000, Mr. Sonnenschein served as President of the University of Chicago.
Mr. Sonnenschein is a Trustee of the University of Rochester and a member of its investment committee. He is also a member of the National Academy of Sciences and the American Philosophical Society, and a Fellow of the American Academy of Arts and Sciences. From 1994 to 2010, Mr. Sonnenschein served as Director or Trustee of investment companies in the Van Kampen Funds complex.
The Board believes that Mr. Sonnenscheins experiences in academia and in running a university, and his experience as a director of investment companies benefits the Funds.
Raymond Stickel, Jr., Trustee
Raymond Stickel, Jr. has been a member of the Board of Trustees of the Invesco Funds since 2005.
Mr. Stickel retired after a 35-year career with Deloitte & Touche. For the last five years of his career, he was the managing partner of the investment management practice for the New York, New Jersey and Connecticut region. In addition to his management role, he directed audit and tax services 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.
The Board believes that Mr. Stickels experience as a partner in a large accounting firm working with investment managers and investment companies, and his status as an Audit Committee Financial Expert, benefits the Funds.
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.
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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 Funds.
The Trustees have the authority to take all actions necessary in connection with the business affairs of the Trust, including, among other things, approving the investment objectives, policies and procedures for the Funds. The Trust enters into agreements with various entities to manage the day-to-day operations of the Funds, including the Funds investment advisers, administrator, transfer agent, distributor and custodians. The Trustees are responsible for selecting these service providers and approving the terms of their contracts with the Funds, and exercising general oversight of these service providers on an ongoing basis.
Certain trustees and officers of the Trust are affiliated with Invesco and Invesco Ltd., the parent corporation of Invesco. All of the Trusts executive officers hold similar offices with some or all of the other Funds.
Leadership Structure and the Board of Trustees. The Board is currently composed of fifteen Trustees, including twelve Trustees who are not interested persons of the Fund, as that term is defined in the 1940 Act (collectively, the Independent Trustees and each an Independent Trustee). In addition to eight regularly scheduled meetings per year, the Board holds special meetings or informal conference calls to discuss specific matters that may require action prior to the next regular meeting. As discussed below, the Board has established five committees to assist the Board in performing its oversight responsibilities.
The Board has appointed an Independent Trustee to serve in the role of Chairman. The Chairmans primary role is to participate in the preparation of the agenda for meetings of the Board and the identification of information to be presented to the Board and matters to be acted upon by the Board. The Chairman also presides at all meetings of the Board and acts as a liaison with service providers, officers, attorneys, and other Trustees generally between meetings. The Chairman may perform such other functions as may be requested by the Board from time to time. Except for any duties specified herein or pursuant to the Trusts Declaration of Trust or By-laws, the designation of Chairman does not impose on such Independent Trustee any duties, obligations or liability that is greater than the duties, obligations or liability imposed on such person as a member of the Board, generally. The Fund has substantially the same leadership structure as the Trust.
The Board believes that its leadership structure, which includes an Independent Trustee as Chairman, allows for effective communication between the Trustees and Fund management, among the Boards Trustees and among its Independent Trustees. The existing Board structure, including its committee structure, provides the Independent Trustees with effective control over Board governance while also providing insight from the two interested Trustees who are active officers of the Funds investment adviser. The Boards leadership structure promotes dialogue and debate, which the Board believes will allow for the proper consideration of matters deemed important to the Funds and their shareholders and result in effective decision-making.
Risk Oversight. The Board considers risk management issues as part of its general oversight responsibilities throughout the year at regular meetings of the Investments, Audit, Compliance and Valuation, Distribution and Proxy Oversight Committees (as defined and further described below). These Committees in turn report to the full Board and recommend actions and approvals for the full Board to take.
Invesco prepares regular reports that address certain investment, valuation and compliance matters, and the Board as a whole or the Committees may also receive special written reports or presentations on a variety of risk issues at the request of the Board, a Committee or the Senior Officer. In
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addition, the Audit Committee of the Board meets regularly with Invesco Ltd.s internal audit group to review reports on their examinations of functions and processes within Invesco that affect the Funds.
The Investments Committee and its sub-committees receive regular written reports describing and analyzing the investment performance of the Funds. In addition, the portfolio managers of the Funds meet regularly with the sub-committees of the Investment Committee to discuss portfolio performance, including investment risk, such as the impact on the Funds of the investment in particular securities or instruments, such as derivatives. To the extent that a Fund changes a particular investment strategy that could have a material impact on the Funds risk profile, the Board generally is consulted in advance with respect to such change.
Invesco provides regular written reports to the Valuation, Distribution and Proxy Oversight Committee that enable the Committee to monitor the number of fair valued securities in a particular portfolio, the reasons for the fair valuation and the methodology used to arrive at the fair value. Such reports also include information concerning illiquid securities within a Funds portfolio. In addition, the Audit Committee reviews valuation procedures and pricing results with the Funds independent auditors in connection with such Committees review of the results of the audit of the Funds year-end financial statement.
The Compliance Committee receives regular compliance reports prepared by Invescos compliance group and meets regularly with the Funds Chief Compliance Officer (CCO) to discuss compliance issues, including compliance risks. The Compliance Committee recommends and the Board adopts compliance policies and procedures for the Fund and approves such procedures for the Funds service providers. The compliance policies and procedures are specifically designed to detect, prevent and correct violations of the federal securities laws.
Committee Structure. The standing committees of the Board are the Audit Committee, the Compliance Committee, the Governance Committee, the Investments Committee and the Valuation, Distribution and Proxy Oversight Committee (the Committees).
The 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 Funds; (iii) pre-approve all permissible audit and non-audit services that are provided to Funds by their independent registered public accountants to the extent required by Section 10A(h) and (i) of the Exchange Act; (iv) pre-approve, in accordance with Rule 2-01(c)(7)(ii) of Regulation S-X, certain non-audit services provided by the Funds independent registered public accountants to Invesco and certain other affiliated entities; (v) review the audit and tax plans prepared by the independent registered public accountants; (vi) review the Funds audited financial statements; (vii) review the process that management uses to evaluate and certify disclosure controls and procedures in Form N-CSR; (viii) review the process for preparation and review of the Funds shareholder reports; (ix) review certain tax procedures maintained by the Funds; (x) review modified or omitted officer certifications and disclosures; (xi) review any internal audits of the Funds; (xii) establish procedures regarding questionable accounting or auditing matters and other alleged violations; (xiii) set hiring policies for employees and proposed employees of the Funds who are employees or former employees of the independent registered public accountants; and (xiv) remain informed of (a) the Funds accounting systems and controls, (b) regulatory changes and new accounting pronouncements that affect the Funds net asset value calculations and financial statement reporting requirements, and (c) communications with regulators regarding accounting and financial reporting matters that pertain to the Funds. During the fiscal year ended August 31, 2014, the Audit Committee held six meetings.
The members of the Compliance Committee are Messrs. Bayley, Bunch, Dammeyer (Vice-Chair), Dr. Soll (Chair) and Stickel. 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
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removal of the Funds Senior Officer appointed pursuant to the terms of the Assurances of Discontinuance entered into by the New York Attorney General, Invesco and INVESCO Funds Group, Inc. (IFG); (iii) reviewing any report prepared by a third party who is not an interested person of Invesco, upon the conclusion by such third party of a compliance review of Invesco; (iv) reviewing all reports on compliance matters from the Funds Chief Compliance Officer, (v) reviewing all recommendations made by the Senior Officer regarding Invescos compliance procedures, (vi) reviewing all reports from the Senior Officer of any violations of state and federal securities laws, the Colorado Consumer Protection Act, or breaches of Invescos fiduciary duties to Fund shareholders and of Invescos Code of Ethics; (vii) overseeing all of the compliance policies and procedures of the Funds and their service providers adopted pursuant to Rule 38a-1 of the 1940 Act; (viii) 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 Funds and, in connection therewith, receiving and overseeing risk management reports from Invesco Ltd. that are applicable to the Funds or their service providers; and (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 August 31, 2014, 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. Sonnenschein, 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 Funds that are called to vote on the election of trustees, (b) appointment by the Board as trustees in connection with filling vacancies that arise in between meetings of shareholders; (ii) reviewing the size of the Board, and recommending to the Board whether the size of the Board shall be increased or decreased; (iii) nominating the Chair of the Board; (iv) monitoring the composition of the Board and each committee of the Board, and monitoring the qualifications of all trustees; (v) recommending persons to serve as members of each committee of the Board (other than the Compliance Committee), as well as persons who shall serve as the chair and vice chair of each such committee; (vi) reviewing and recommending the amount of compensation payable to the independent trustees; (vii) overseeing the selection of independent legal counsel to the independent trustees; (viii) reviewing and approving the compensation paid to independent legal counsel to the independent trustees; (ix) reviewing and approving the compensation paid to counsel and other advisers, if any, to the Committees of the Board; and (x) reviewing as they deem appropriate administrative and/or logistical matters pertaining to the operations of the Board. During the fiscal year ended August 31, 2014, the Governance Committee held seven 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 Investment Committee are Messrs. Arch, Bayley (Emeritus Chair), 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 Ltd. and the Sub-Advisers; and (ii) review all proposed and existing advisory and sub-advisory arrangements for the Funds, and to recommend what action the full Boards and the independent trustees take regarding the approval of all
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such proposed arrangements and the continuance of all such existing arrangements. During the fiscal year ended August 31, 2014, the Investments Committee held six meetings.
The Investments Committee has established three Sub-Committees. The Sub-Committees are responsible for: (i) reviewing the performance, fees and expenses of the Funds that have been assigned to a particular Sub-Committee (for each Sub-Committee, the Designated Funds), unless the Investments Committee takes such action directly; (ii) reviewing with the applicable portfolio managers from time to time the investment objective(s), policies, strategies and limitations of the Designated Funds; (iii) evaluating the investment advisory, sub-advisory and distribution arrangements in effect or proposed for the Designated Funds, unless the Investments Committee takes such action directly; (iv) being familiar with the registration statements and periodic shareholder reports applicable to their Designated Funds; and (v) such other investment-related matters as the Investments Committee may delegate to the Sub-Committee from time to time.
The members of the Valuation, Distribution and Proxy Oversight Committee are Messrs. Dowden, Fields, 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 the 1940 Act, and (iv) in the oversight of proxy voting on portfolio securities of the Funds; and (b) to make regular reports to the full 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 Ltd. regarding liquidity determinations made pursuant to the Liquidity Procedures by Invesco Ltd. and making reports and recommendations to the full Board with respect thereto, and (vii) overseeing actual or potential conflicts of interest by investment personnel or others that could affect their input or recommendations regarding pricing or liquidity issues; (b) with regard to distribution 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; (c) with regard to proxy voting, (i) overseeing the implementation of the Proxy Voting Guidelines (the Guidelines) and the Proxy Policies and Procedures (the Proxy Procedures) by Invesco Ltd. and the Sub-Advisers, reviewing the Quarterly Proxy Voting Report and making recommendations to the full Board with respect thereto, (ii) reviewing the Guidelines and the Proxy Procedures and information provided by Invesco Ltd. and the Sub-Advisers regarding industry developments and best practices in connection with proxy voting and making recommendations to the full Board with respect thereto, and (iii) in implementing its responsibilities in this area, assisting Invesco Ltd. in resolving particular proxy voting issues. The Valuation, Distribution and Proxy Oversight Committee was formed effective January 1, 2008. It succeeded the Valuation
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Committee which existed prior to 2008. During the fiscal year ended August 31, 2014, 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 Funds and (ii) on an aggregate basis, in all registered investment companies overseen by the trustee within the Invesco Funds complex, is set forth in Appendix C.
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.
The Trustees have adopted a retirement plan secured by the Funds for the Trustees who are not affiliated with the Adviser. The Trustees also have adopted a retirement policy that permits each non-Invesco-affiliated Trustee to serve until December 31 of the year in which the Trustee turns 75. A majority of the Trustees may extend from time to time the retirement date of a Trustee.
Annual retirement benefits are available from the Funds and/or the other Invesco Funds for which a Trustee serves (each, a Covered Fund), for each Trustee who is not an employee or officer of the Adviser, who either (a) became a Trustee prior to December 1, 2008, and who has at least five years of credited service as a Trustee (including service to a predecessor fund) of a Covered Fund, or (b) was a member of the Board of Trustees of a Van Kampen Fund immediately prior to June 1, 2010 (Former Van Kampen Trustee), and has at least one year of credited service as a Trustee of a Covered Fund after June 1, 2010.
For Trustees other than Former Van Kampen Trustees, effective January 1, 2006, for retirements after December 31, 2005, the retirement benefits will equal 75% of the Trustees annual retainer paid to or accrued by any Covered Fund with respect to such Trustee during the twelve-month period prior to retirement, including the amount of any retainer deferred under a separate deferred compensation agreement between the Covered Fund and the Trustee. The amount of the annual retirement benefit does not include additional compensation paid for Board meeting fees or compensation paid to the Chair of the Board and the Chairs and Vice Chairs of certain Board committees, whether such amounts are paid directly to the Trustee or deferred. The annual retirement benefit is payable in quarterly installments for a number of years equal to the lesser of (i) sixteen years or (ii) the number of such Trustees credited years of service. If a Trustee dies prior to receiving the full amount of retirement benefits, the remaining payments will be made to the deceased Trustees designated beneficiary for the same length of time that the Trustee would have received the payments based on his or her service or, if the Trustee has elected, in a discounted lump sum payment. A Trustee must have attained the age of 65 (60 in the event of death or disability) to receive any retirement benefit. A Trustee may make an irrevocable election to commence payment of retirement benefits upon retirement from the Board before age 72; in such a case, the annual retirement benefit is subject to a reduction for early payment.
If the Former Van Kampen Trustee completes at least 10 years of credited service after June 1, 2010, the retirement benefit will equal 75% of the Former Van Kampen Trustees annual retainer paid to
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or accrued by any Covered Fund with respect to such Trustee during the twelve-month period prior to retirement, including the amount of any retainer deferred under a separate deferred compensation agreement between the Covered Fund and such Trustee. The amount of the annual retirement benefit does not include additional compensation paid for Board meeting fees or compensation paid to the Chair of the Board and the Chairs and Vice Chairs of certain Board committees, whether such amounts are paid directly to the Trustee or deferred. The annual retirement benefit is payable in quarterly installments for 10 years beginning after the later of the Former Van Kampen Trustees termination of service or attainment of age 72 (or age 60 in the event of disability or immediately in the event of death). If a Former Van Kampen Trustee dies prior to receiving the full amount of retirement benefits, the remaining payments will be made to the deceased Trustees designated beneficiary or, if the Trustee has elected, in a discounted lump sum payment.
If the Former Van Kampen Trustee completes less than 10 years of credited service after June 1, 2010, the retirement benefit will be payable at the applicable time described in the preceding paragraph, but will be paid in two components successively. For the period of time equal to the Former Van Kampen Trustees years of credited service after June 1, 2010, the first component of the annual retirement benefit will equal 75% of the compensation amount described in the preceding paragraph. Thereafter, for the period of time equal to the Former Van Kampen Trustees years of credited service after June 1, 2010, the second component of the annual retirement benefit will equal the excess of (x) 75% of the compensation amount described in the preceding paragraph, over (y) $68,041 plus an interest factor of 4% per year compounded annually measured from June 1, 2010 through the first day of each year for which payments under this second component are to be made. In no event, however, will the retirement benefits under the two components be made for a period of time greater than 10 years. For example, if the Former Van Kampen Trustee completes 7 years of credited service after June 1, 2010, he or she will receive 7 years of payments under the first component and thereafter 3 years of payments under the second component, and if the Former Van Kampen Trustee completes 4 years of credited service after June 1, 2010, he or she will receive 4 years of payments under the first component and thereafter 4 years of payments under the second component.
Deferred Compensation Agreements
Edward K. Dunn and Carl Frischling (former Trustees of funds in the Invesco Funds complex), Messrs. Crockett, Fields, Drs. Mathai-Davis and Soll (for purposes of this paragraph only, the Deferring Trustees) have each executed a Deferred Compensation Agreement (collectively, the Compensation Agreements). Pursuant to the Compensation Agreements, the Deferring Trustees have the option to elect to defer receipt of up to 100% of their compensation payable by the Funds, and such amounts are placed into a deferral account and deemed to be invested in one or more Invesco Funds selected by the Deferring Trustees.
Distributions from these deferral accounts will be paid in cash, generally in equal quarterly installments over a period of up to ten (10) years (depending on the Compensation Agreement) beginning on the date selected under the Compensation Agreement. If a Deferring Trustee dies prior to the distribution of amounts in his or her deferral account, the balance of the deferral account will be distributed to his or her designated beneficiary. The Compensation Agreements are not funded and, with respect to the payments of amounts held in the deferral accounts, the Deferring Trustees have the status of unsecured creditors of the Funds and of each other Invesco Fund from which they are deferring compensation.
Purchase of Class A Shares of the Funds at Net Asset Value
The Trustees and other affiliated persons of the Trust may purchase Class A shares of the Invesco Funds without paying an initial sales charge. Invesco Distributors permits such purchases because there is a reduced sales effort involved in sales to such purchasers, thereby resulting in relatively low expenses of distribution. For a complete description of the persons who will not pay an initial sales charge on purchases of Class A shares of the Invesco Funds, see Appendix J Purchase, Redemption and Pricing of Shares Purchase and Redemption of Shares Purchases of Class A
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Shares, Class A2 Shares of Invesco Limited Maturity Treasury Fund and Invesco Tax-Free Intermediate Fund and Invesco Cash Reserve Shares of Invesco Money Market Fund Purchases of Class A Shares at Net Asset Value.
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 each Fund to the following Adviser/Sub-Adviser(s):
Fund |
Adviser/Sub-Adviser |
|||
Premier Portfolio | Invesco Advisers, Inc. | |||
Premier Tax-Exempt Portfolio | Invesco Advisers, Inc. | |||
Premier U.S. Government Money Portfolio | 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 each Funds proxy voting record. Information regarding how the Funds voted proxies related to their portfolio securities during the 12 months ended June 30, 2014, is available without charge at our Web site http:// www.invesco.com/us . This information is also available at the SEC Web site, http:// www.sec.gov .
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES
Information about the ownership of each class of the Funds shares by beneficial or record owners of such Fund and by trustees and officers as a group is found in Appendix F. A shareholder who owns beneficially 25% or more of the outstanding shares of a Fund is presumed to control that Fund.
Invesco serves as the Funds investment adviser. The Adviser manages the investment operations of the Funds as well as other investment portfolios that encompass a broad range of investment objectives, and has agreed to perform or arrange for the performance of the Funds day-to-day management. The Adviser, as successor in interest to multiple investment advisers, has been an investment adviser since 1976. Invesco Advisers, Inc. is an indirect, wholly owned subsidiary of Invesco Ltd. Invesco Ltd. and its subsidiaries are an independent global investment management group. Certain
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of the directors and officers of Invesco are also executive officers of the Trust and their affiliations are shown under Management Information herein.
As investment adviser, Invesco supervises all aspects of the Funds operations and provides investment advisory services to the Funds. Invesco obtains and evaluates economic, statistical and financial information to formulate and implement investment programs for the Funds. The Master Investment Advisory Agreement (Advisory Agreement) provides that, in fulfilling its responsibilities, Invesco may engage the services of other investment managers with respect to one or more of the Funds. The investment advisory services of Invesco are not exclusive and Invesco is free to render investment advisory services to others, including other investment companies.
Pursuant to an administrative services agreement with the Funds, Invesco is also responsible for furnishing to the Funds, at Invescos expense, the services of persons believed to be competent to perform all supervisory and administrative services required by the Funds, which in the judgment of the trustees, are necessary to conduct the respective businesses of the Funds effectively, as well as the offices, equipment and other facilities necessary for their operations. Such functions include the maintenance of each Funds accounts and records, and the preparation of all requisite corporate documents such as tax returns and reports to the SEC and shareholders.
The Advisory Agreement provides that each Fund will pay or cause to be paid all expenses of such Fund not assumed by Invesco, including, without limitation: brokerage commissions, taxes, legal, auditing or governmental fees, custodian, transfer and shareholder service agent costs, expenses of issue, sale, redemption, and repurchase of shares, expenses of registering and qualifying shares for sale, expenses relating to trustee and shareholder meetings, the cost of preparing and distributing reports and notices to shareholders, the fees and other expenses incurred by the Trust on behalf of each Fund in connection with membership in investment company organizations, and the cost of printing copies of prospectuses and statements of additional information distributed to the Funds shareholders.
Invesco, at its own expense, furnishes to the Trust office space and facilities. Invesco furnishes to the Trust all personnel for managing the affairs of the Trust and each of its series of shares.
Pursuant to its Advisory Agreement with the Trust, Invesco receives a monthly fee from each Fund calculated at the annual rates indicated in the second column below, based on the average daily net assets of each Fund during the year. Each Fund allocates advisory fees to a class based on the relative net assets of each class.
Fund |
Net Assets | Annual Rate | ||||
Premier Portfolio |
All Assets | 0.25% | ||||
Premier Tax-Exempt Portfolio |
All Assets | 0.25% | ||||
Premier U.S. Government Money Portfolio |
All Assets | 0.25% |
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 December 31, 2015 to waive management fees equal to 0.07% of Premier Portfolios and Premier U.S. Government Money Portfolios average daily net assets. 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 December 31, 2015. The fee waiver agreement cannot be terminated during its term.
The management fees payable by each Fund, the amount waived by Invesco and the net fees paid by each Fund for the last three fiscal years ended August 31 are found in Appendix G.
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Invesco has entered into a Sub-Advisory Agreement with certain affiliates to serve as sub-advisers to each Fund other than Premier U.S. Government Money Portfolio, pursuant to which these affiliated sub-advisers may be appointed by Invesco from time to time to provide discretionary investment management services, investment advice, and/or order execution services to the Funds. These affiliated sub-advisers, each of which is a registered investment adviser under the Investment Advisers Act of 1940 are:
Invesco Asset Management Deutschland Gmbh (Invesco Deutschland)
Invesco Asset Management Limited (Invesco Asset Management)
Invesco Asset Management (Japan) Limited (Invesco Japan)
Invesco Australia Limited (Invesco Australia)
Invesco Canada Ltd (Invesco Canada)
Invesco Hong Kong Limited (Invesco Hong Kong)
Invesco Senior Secured Management, Inc. (Invesco Senior Secured); (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.
Securities Lending Arrangements
If a Fund engages in securities lending, Invesco will provide the Fund investment advisory services and related administrative services. The Advisory Agreement describes the administrative services to be rendered by Invesco if a Fund engages in securities lending activities, as well as the compensation Invesco may receive for such administrative services. Services to be provided include: (a) overseeing participation in the securities lending program to ensure compliance with all applicable regulatory and investment guidelines; (b) assisting the securities lending agent or principal (the agent) in determining which specific securities are available for loan; (c) monitoring the agent to ensure that securities loans are effected in accordance with Invescos instructions and with procedures adopted by the Board; (d) preparing appropriate periodic reports for, and seeking appropriate approvals from, the Board with respect to securities lending activities; (e) responding to agent inquiries; and (f) performing such other duties as may be necessary.
Invescos compensation for advisory services rendered in connection with securities lending is included in the advisory fee schedule. As compensation for the related administrative services Invesco will provide, a lending Fund will pay Invesco a fee equal to 25% of the net monthly interest or fee income retained or paid to the Fund from such activities. Invesco currently waives such fee, and has agreed to seek Board approval prior to its receipt of all or a portion of such fee.
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Administrative Services Agreement. Invesco and the Trust have entered into a Master Administrative Services Agreement (Administrative Services Agreement) pursuant to which Invesco may perform or arrange for the provision of certain accounting and other administrative services to each Fund which are not required to be performed by Invesco under the Advisory Agreement. The Administrative Services Agreement provides that it will remain in effect and continue from year to year only if such continuance is specifically approved at least annually by the Board, including the independent trustees, by votes cast in person at a meeting called for such purpose. The Administrative Services Agreement provides that Invesco will not charge the Funds any fees for such services. Prior to February 25, 2005, Invesco charged the Premier U.S. Government Money Portfolio fees under the Administrative Services Agreement.
Transfer Agent. Invesco Investment Services, Inc., (Invesco Investment Services), 11 Greenway Plaza, Suite 1000, Houston, Texas 77046-1173, a wholly owned subsidiary of Invesco Ltd., is the Trusts transfer agent.
The Transfer Agency and Service Agreement (the TA Agreement) between the Trust and Invesco Investment Services provides that Invesco Investment Services will perform certain services related to the servicing of shareholders of the Funds. The TA Agreement provides that Invesco Investment Services will not charge the Funds any fees for such services. Prior to February 25, 2005, Invesco Investment Services charged the Premier U.S. Government Money Portfolio fees under the TA Agreement.
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 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. The Bank of New York Mellon (the Custodian), 2 Hanson Place, Brooklyn, New York 11217-1431, is custodian of all securities and cash of the Funds.
Under its contract with the Trust, the Custodian maintains the portfolio securities of the Funds, administers the purchases and sales of portfolio securities, collects interest and dividends and other distributions made on the securities held in the portfolios of the Funds and performs other ministerial duties. These services do not include any supervisory function over management or provide any protection against any possible depreciation of assets.
Independent Registered Public Accounting Firm. The Funds independent registered public accounting firm is responsible for auditing the financial statements of the Funds. The Audit Committee of the Board has appointed PricewaterhouseCoopers LLP, 1000 Louisiana Street, Suite 5800, Houston, Texas 77002, as the independent registered public accounting firm to audit the financial statements of the Funds. Such appointment was ratified and approved by the Board.
Counsel to the Trust. Legal matters for the Trust have been passed upon by Stradley Ronon Stevens & Young, LLP, 2005 Market Street, Suite 2600, Philadelphia, PA 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 a Funds assets are managed by one or more Sub-Advisers, the decision to buy and sell securities and broker selection will be made by the Sub-Adviser for the assets it manages. Unless specifically noted, the Sub-Advisers brokerage allocation procedures do not materially differ from Invesco Advisers, Inc.s procedures.
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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 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; 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 Australia desk, located in Sydney and Melbourne, for the execution of orders of equity securities trading in the Australian and New Zealand markets and the Taipei desk, located in Taipei, for the execution of orders of securities trading in the Chinese market. Invesco, Invesco Canada, Invesco Australia, Invesco Japan, Invesco Deutschland, Invesco Hong Kong and Invesco Asset Management use the global equity trading desk to place equity trades. Other Sub-Advisers may use the global equity trading desk in the future. The trading procedures for the global trading desks are similar in all material respects.
References in the language below to actions by Invesco or a Sub-Adviser (other than Invesco Canada or Invesco Japan) making determinations or taking actions related to equity trading include these entities delegation of these determinations/actions to the Americas Desk, the Hong Kong Desk, and the London Desk. Even when trading is delegated by Invesco or the Sub-Advisers to the various arms of the global equity trading desk, Invesco or the Sub-Advisers that delegate trading is responsible for oversight of this trading activity.
Invesco or the Sub-Advisers make decisions to buy and sell securities for each Fund, selects broker-dealers (each, a Broker), effects the Funds investment portfolio transactions, allocates brokerage fees in such transactions and, where applicable, negotiates commissions and spreads on transactions. Invescos and the Sub-Advisers primary consideration in effecting a security transaction is to obtain best execution, which is defined as prompt and efficient execution of the transaction at the best obtainable price with payment of commissions, mark-ups or mark-downs which are reasonable in relation to the value of the brokerage services provided by the Broker. While Invesco or the Sub-Advisers seek reasonably competitive commission rates, the Funds may not pay the lowest commission or spread available. See Broker Selection below.
Some of the securities in which the Funds invest are traded in over-the-counter markets. Portfolio transactions in such markets may be affected on a principal basis at net prices without commissions, but which include compensation to the Broker in the form of a mark-up or mark-down, or on an agency basis, which involves the payment of negotiated brokerage commissions to the Broker, including electronic communication networks. Purchases of underwritten issues, which include initial public offerings and secondary offerings, include a commission or concession paid by the issuer (not the Funds) to the underwriter. Purchases of money market instruments may be made directly from issuers without the payment of commissions.
Historically, Invesco and the Sub-Advisers did not negotiate commission rates on stock markets outside the United States. In recent years many overseas stock markets have adopted a system of negotiated rates; however, a number of markets maintain an established schedule of minimum commission rates.
In some cases, Invesco may decide to place trades on a blind principal bid basis, which involves combining all trades for one or more portfolios into a single basket, and generating a description of the characteristics of the basket for provision to potential executing brokers. Based on the trade characteristics information provided by Invesco, these brokers submit bids for executing all of the required
36
trades at the market close price for a specific commission. Invesco generally selects the broker with the lowest bid to execute these trades.
During the last three fiscal years ended August 31, none of the Funds paid brokerage commissions.
The Funds may engage in certain principal and agency transactions with banks and their affiliates that own 5% or more of the outstanding voting securities of an Invesco Fund, provided the conditions of an exemptive order received by the Invesco Funds from the SEC are met. In addition, a Fund may purchase or sell a security from or to certain other Invesco Funds or other accounts (and may invest in the Affiliated Money Market Funds) provided the Funds follow procedures adopted by the Boards of the various Invesco Funds, including the Trust. These inter-fund transactions do not generate brokerage commissions but may result in custodial fees or taxes or other related expenses.
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 considers the full range and quality of a Brokers services, including the value of research and/or brokerage services provided, execution capability, commission rate, and willingness to commit capital, anonymity and responsiveness. Invescos and the Sub-Advisers primary consideration when selecting a Broker to execute a portfolio transaction in fixed income securities for a Fund is the Brokers ability to deliver or sell the relevant fixed income securities; however, Invesco and the Sub-Advisers will also consider the various factors listed above. In each case, the determinative factor is not the lowest commission or spread available but whether the transaction represents the best qualitative execution for the Fund. Invesco and the Sub-Advisers will not select Brokers based upon their promotion or sale of Fund shares.
In choosing Brokers to execute portfolio transactions for the Funds, Invesco or the Sub-Advisers may select Brokers that are not affiliated with Invesco that provide brokerage and/or research services (Soft Dollar Products) to the Funds and/or the other accounts over which Invesco and its affiliates have investment discretion. Section 28(e) of the Securities Exchange Act of 1934, as amended, provides that Invesco or the Sub-Advisers, under certain circumstances, lawfully may cause an account to pay a higher commission than the lowest available. Under Section 28(e)(1), Invesco or the Sub-Advisers must make a good faith determination that the commissions paid are reasonable in relation to the value of the brokerage and research services provided ... viewed in terms of either that particular transaction or [Invescos or the Sub-Advisers] overall responsibilities with respect to the accounts as to which [it] exercises investment discretion. The services provided by the Broker also must lawfully and appropriately assist Invesco or the Sub-Advisers in the performance of its investment decision-making responsibilities. Accordingly, a Fund may pay a Broker commissions higher than those available from another Broker in recognition of the Brokers provision of Soft Dollar Products to Invesco or the Sub-Advisers.
Invesco and the Sub-Advisers face a potential conflict of interest when they use client trades to obtain Soft Dollar Products. This conflict exists because Invesco and the Sub-Advisers are able to use the Soft Dollar Products to manage client accounts without paying cash for the Soft Dollar Products, which reduces Invescos or the Sub-Advisers expenses to the extent that Invesco or the Sub-Advisers would have purchased such products had they not been provided by Brokers. Section 28(e) permits Invesco or the Sub-Advisers to use Soft Dollar Products for the benefit of any account it manages. Certain Invesco-managed accounts (or accounts managed by the Sub-Advisers) may generate soft dollars used to purchase Soft Dollar Products that ultimately benefit other Invesco Advisers, Inc.-managed accounts (or Sub-Adviser-managed accounts), effectively cross subsidizing the other Invesco-managed accounts (or the other Sub-Adviser-managed accounts) that benefit directly from the product. Invesco or the Sub-Advisers may not use all of the Soft Dollar Products provided by Brokers through
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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 fixed income Invesco Funds receive the benefit of Soft Dollar Products services for which they do not pay. Similarly, other accounts managed by Invesco or certain of its affiliates may benefit from Soft Dollar Products services for which they do not pay.
Invesco and the Sub-Advisers attempt to reduce or eliminate the potential conflicts of interest concerning the use of Soft Dollar Products by directing client trades for Soft Dollar Products only if Invesco or the Sub-Advisers conclude 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-Advisers 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-Advisers 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). |
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| Quotation/Trading/News Systems products that provide real time market data information, such as pricing of individual securities and information on current trading, as well as a variety of news services. |
| 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. |
If Invesco or the Sub-Advisers determine that any service or product has a mixed use (i.e., it also serves functions that do not assist the investment decision-making or trading process), Invesco or the Sub-Advisers will allocate the costs of such service or product accordingly in its reasonable discretion. Invesco or the Sub-Advisers will allocate brokerage commissions to Brokers only for the portion of the service or product that Invesco or the Sub-Advisers determine assists it in the investment decision-making or trading process and will pay for the remaining value of the product or service in cash.
Outside research assistance is useful to Invesco or the Sub-Advisers because the Brokers used by Invesco or the Sub-Advisers tend to provide more in-depth analysis of a broader universe of securities and other matters than Invescos or the Sub-Advisers staff follow. In addition, such services provide Invesco or the Sub-Advisers with a diverse perspective on financial markets. Some Brokers may indicate that the provision of research services is dependent upon the generation of certain specified levels of commissions and underwriting concessions by Invescos or the Sub-Advisers clients, including the Funds. However, the Funds are not under any obligation to deal with any Broker in the execution of transactions in portfolio securities. In some cases, Soft Dollar Products are available only from the Broker providing them. In other cases, Soft Dollar Products may be obtainable from alternative sources in return for cash payments. Invesco and the Sub-Advisers believe that because Broker research supplements rather than replaces Invescos or the Sub-Advisers research, the receipt of such research tends to improve the quality of Invescos or the Sub-Advisers investment advice. The advisory fee paid by the Funds is not reduced because Invesco or the Sub-Advisers receive such services. To the extent the Funds portfolio transactions are used to obtain Soft Dollar Products, the brokerage commissions obtained by the Funds might exceed those that might otherwise have been paid.
Invesco or the Sub-Advisers may determine target levels of brokerage business with various Brokers on behalf of its clients (including the Funds) over a certain time period. Invesco determines target levels based upon the following factors, among others: (1) the execution services provided by the Broker; and (2) the research services provided by the Broker. Portfolio transactions may be effected through Brokers that recommend the Funds to their clients, or that act as agent in the purchase of a Funds shares for their clients, provided that Invesco or the Sub-Advisers believe such Brokers provide best execution and such transactions are executed in compliance with Invescos policy against using directed brokerage to compensate Brokers for promoting or selling Invesco Fund shares. Invesco and the Sub-Advisers will not enter into a binding commitment with Brokers to place trades with such Brokers involving brokerage commissions in precise amounts.
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
39
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 Funds 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.
Information concerning the Funds acquisition of securities of their Brokers during the last fiscal year ended August 31, 2014 is found in Appendix I.
Allocation of Portfolio Transactions
Invesco and the Sub-Advisers manage numerous Invesco Funds and other accounts. Some of these accounts may have investment objectives similar to the Funds. Occasionally, identical securities will be appropriate for investment by one of the Funds and by another Fund or one or more other accounts. However, the position of each account in the same security and the length of time that each account may hold its investment in the same security may vary. Invesco and the Sub-Adviser will also determine the timing and amount of purchases for an account based on its cash position. If the purchase or sale of securities is consistent with the investment policies of the Fund(s) and one or more other accounts, and is considered at or about the same time, Invesco or the Sub-Adviser will allocate transactions in such securities among the Fund(s) and these accounts on a pro rata basis based on order size or in such other manner believed by Invesco to be fair and equitable. Invesco or the Sub-Adviser may combine transactions in accordance with applicable laws and regulations to obtain the most favorable execution. Simultaneous transactions could, however, adversely affect a Funds ability to obtain or dispose of the full amount of a security which it seeks to purchase or sell.
PURCHASE, REDEMPTION AND PRICING OF SHARES
Please refer to Appendix J 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 a Fund (hereinafter, the Fund) unless the shareholder has requested in writing to receive such dividends and distributions in cash or that they be invested in shares of another Invesco Fund, subject to the terms and conditions set forth in the Prospectus under the caption Purchasing SharesAutomatic 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.
In the event the Fund incurs or anticipates any unusual expense, loss or depreciation in the value of a portfolio investment that would adversely affect the net asset value per share of the Fund or the net income per share of a class of the Fund for a particular period, the Board would at that time consider whether to adhere to the present dividend policy described above or to revise it in light of then prevailing
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circumstances. For example, if the net asset value per share of the Fund was reduced or was anticipated to be reduced below $1.00, the Board might suspend further dividend payments on shares of the Fund until the net asset value returns to $1.00. Thus, such expense, loss or depreciation might result in a shareholder receiving no dividends for the period during which it held shares of the Fund and/or its receiving upon redemption a price per share lower than that which it paid.
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. |
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In some circumstances, the character and timing of income realized by the Fund for purposes of the Income Requirement or the identification of the issuer for purposes of the Asset Diversification Test is uncertain under current law with respect to a particular investment, and an adverse determination or future guidance by the IRS with respect to such type of investment may adversely affect the Funds ability to satisfy these requirements. See Tax Treatment of Portfolio Transactions with respect to the application of these requirements to certain types of investments. In other circumstances, the Fund may be required to sell portfolio holdings in order to meet the Income Requirement, Distribution Requirement, or Asset Diversification Test, which may have a negative impact on the Funds income and performance. In lieu of potential disqualification, the Fund is permitted to pay a tax for certain failures to satisfy the Asset Diversification Test or Income Requirement, which, in general, are limited to those due to reasonable cause and not willful neglect.
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.
Capital loss carryovers. The capital losses of the Fund, if any, do not flow through to shareholders. Rather, the Fund may use its capital losses, subject to applicable limitations, to offset its capital gains without being required to pay taxes on or distribute to shareholders such gains that are offset by the losses. Under the Regulated Investment Company Modernization Act of 2010 (RIC Mod Act), if the Fund has a net capital loss (that is, capital losses in excess of capital gains) for a taxable year beginning after December 22, 2010, the excess (if any) of the Funds net short-term capital losses over its net long-term capital gains is treated as a short-term capital loss arising on the first day of the Funds next taxable year, and the excess (if any) of the Funds net long-term capital losses over its net short-term capital gains is treated as a long-term capital loss arising on the first day of the Funds next taxable year. Any such net capital losses of the Fund that are not used to offset capital gains may be carried forward indefinitely to reduce any future capital gains realized by the Fund in succeeding taxable years. However, for any net capital losses realized in taxable years of the Fund beginning on or before December 22, 2010, the Fund is permitted to carry forward such capital losses for eight years as a short-term capital loss. Under a transition rule, capital losses arising in a taxable year beginning after December 22, 2010 must be used before capital losses realized in a taxable year beginning on or before December 22, 2010. The amount of capital losses that can be carried forward and used in any single year is subject to an annual limitation if there is a more than 50% change in ownership of the Fund. An ownership change generally results when shareholders owning 5% or more of the Fund increase their aggregate holdings by more than 50% over a three-year look-back period. An ownership change could result in capital loss carryovers being used at a slower rate (or, in the case of those realized in taxable years of the Fund beginning on or before December 22, 2010, to expire), thereby reducing the Funds
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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 after October 31 of the current taxable year, and (b) other ordinary gains incurred after December 31 of the current taxable year. |
The terms specified losses and specified gains mean ordinary losses and gains from the sale, exchange, or other disposition of property (including the termination of a position with respect to such property), foreign currency losses and gains, and losses and gains resulting from holding stock in a passive foreign investment company (PFIC) for which a mark-to-market election is in effect. The terms ordinary losses and ordinary gains mean other ordinary losses and gains that are not described in the preceding sentence. Special rules apply to a fund with a fiscal year ending in November or December that elects to use its taxable year for determining its capital gain net income for excise tax purposes.
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
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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 (All Funds). 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 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. The Fund also may distribute to you any market discount and net short-term capital gains from the sale of its portfolio securities. 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 generally are taxable as ordinary income to the extent of the Funds earnings and profits. None of the dividends paid by the Fund will qualify for the dividends received deduction in the case of corporate shareholders or as qualified dividend income subject to reduced rates of taxation in the case of non-corporate shareholders.
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. The Fund does not expect to realize any long-term capital gains and losses.
Qualified dividend income for individuals. Because the income of the Fund primarily is derived from investments earning interest rather than dividend income, generally none of the Funds income dividends will be qualified dividend income eligible for taxation at capital gain rates.
Corporate dividends received deduction. Because the income of the Fund primarily is derived from investments earning interest rather than dividend income, generally none of its income dividends will be eligible for the corporate dividends-received deduction.
Maintaining a $1 share price. Gains and losses on the sale of portfolio securities and unrealized appreciation or depreciation in the value of these securities may require the Fund to adjust its dividends to maintain its $1 share price. This procedure may result in under- or over-distributions by the Fund of its net investment income. This in turn may result in return of capital distributions, the effect of which is described in the following paragraph.
Return of capital distributions. Distributions by the Fund that are not paid from earnings and profits will be treated as a return of capital to the extent of (and in reduction of) the shareholders tax basis in his shares; any excess will be treated as gain from the sale of his shares. Thus, the portion of a distribution that constitutes a return of capital will decrease the shareholders tax basis in his Fund shares (but not below zero), and will result in an increase in the amount of gain (or decrease in the amount of
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loss) that will be recognized by the shareholder for tax purposes on the later sale of such Fund shares. Return of capital distributions can occur for a number of reasons including, among others, the Fund over-estimates the income to be received from certain investments.
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., Government National Mortgage Association (GNMA) or Federal National Mortgage Association (FNMA) obligations) generally does not qualify for tax-free treatment. The rules on exclusion of this income are different for corporations.
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, 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.
Taxation of Fund Distributions (Premier Tax-Exempt Portfolio Only). The Fund intends to qualify each year to pay exempt-interest dividends by satisfying the requirement that at the close of each quarter of the Funds taxable year at least 50% of the Funds total assets consists of Municipal Securities, which are exempt from federal income tax.
Exempt-interest dividends. Distributions from the Fund will constitute exempt-interest dividends to the extent of the Funds tax-exempt interest income (net of allocable expenses and amortized bond premium). Exempt-interest dividends distributed to shareholders of the Fund are excluded from gross income for federal income tax purposes. However, shareholders required to file a federal income tax return will be required to report the receipt of exempt-interest dividends on their returns. Moreover, while exempt-interest dividends are excluded from gross income for federal income tax purposes, they may be
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subject to alternative minimum tax (AMT) in certain circumstances and may have other collateral tax consequences as discussed below.
Distributions of ordinary income and capital gains. Any gain or loss from the sale or other disposition of a tax-exempt security generally is treated as either long-term or short-term capital gain or loss, depending upon its holding period, and is fully taxable. However, gain recognized from the sale or other disposition of a tax-exempt security purchased after April 30, 1993, will be treated as ordinary income to the extent of the accrued market discount on such security. Distributions by the Fund of ordinary income and capital gains will be taxable to shareholders as discussed under Taxation of Fund Distributions.
Alternative minimum tax private activity bonds. AMT is imposed in addition to, but only to the extent it exceeds, the regular tax and is computed at a maximum rate of 28% for non-corporate taxpayers and 20% for corporate taxpayers on the excess of the taxpayers alternative minimum taxable income (AMTI) over an exemption amount. Exempt-interest dividends derived from certain private activity Municipal Securities issued after August 7, 1986, generally will constitute an item of tax preference includable in AMTI for both corporate and non-corporate taxpayers. However, tax-exempt interest on private activity bonds issued in 2009 and 2010 is not an item of tax preference for purposes of the AMT. In addition, exempt-interest dividends derived from all Municipal Securities regardless of the date of issue must be included in adjusted current earnings that are used in computing an additional corporate preference item includable in AMTI. Certain small corporations are wholly exempt from the AMT. Consistent with its stated investment objective, the Fund intends to limit its investments in private activity bonds subject to the AMT to no more than 20% of its total assets in any given year.
Effect on taxation of social security benefits; denial of interest deductions; substantial users. Exempt-interest dividends must be taken into account in computing the portion, if any, of social security or railroad retirement benefits that must be included in an individual shareholders gross income subject to federal income tax. Further, a shareholder of the Fund is denied a deduction for interest on indebtedness incurred or continued to purchase or carry shares of the Fund. Moreover, a shareholder who is (or is related to) a substantial user of a facility financed by industrial development bonds held by the Fund likely will be subject to tax on dividends paid by the Fund that are derived from interest on such bonds. Receipt of exempt-interest dividends may result in other collateral federal income tax consequences to certain taxpayers, including financial institutions, property and casualty insurance companies and foreign corporations engaged in a trade or business in the United States.
Exemption from state tax. To the extent that exempt-interest dividends are derived from interest on obligations of a state or its political subdivisions or from interest on qualifying U.S. territorial obligations (including qualifying obligations of Puerto Rico, the U.S. Virgin Islands, and Guam), they also may be exempt from that states personal income taxes. Most states, however, do not grant tax-free treatment to interest on state and municipal securities of other states.
Failure of a Municipal Security to qualify to pay exempt-interest. Failure of the issuer of a tax-exempt security to comply with certain legal or contractual requirements relating to a Municipal Security could cause interest on the Municipal Security, as well as Fund distributions derived from this interest, to become taxable, perhaps retroactively to the date the Municipal Security was issued. In such a case, the Fund may be required to report to the IRS and send to shareholders amended Forms 1099 for a prior taxable year in order to report additional taxable income. This in turn could require shareholders to file amended federal and state income tax returns for such prior year to report and pay tax and interest on their pro rata share of the additional amount of taxable income.
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. Because the shares in the Fund are offered and redeemed at a constant net asset value of $1.00 per share, a shareholder generally will recognize neither gain nor loss on a redemption of shares.
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Tax basis information. Cost basis reporting is not required for shareholders investing in a money market fund that maintains a stable net asset value.
Tax Treatment of Portfolio Transactions. Set forth below is a general description of the tax treatment of certain types of securities, investment techniques and transactions that may apply to a fund. This section should be read in conjunction with the discussion under Description of the Funds and their Investments and Risks Investment Strategies and Risks for a detailed description of the various types of securities and investment techniques that apply to the Fund.
In general. In general, gain or loss recognized by a fund on the sale or other disposition of portfolio investments will be a capital gain or loss. Such capital gain and loss may be long-term or short-term depending, in general, upon the length of time a particular investment position is maintained and, in some cases, upon the nature of the transaction. Property held for more than one year generally will be eligible for long-term capital gain or loss treatment. The application of certain rules described below may serve to alter the manner in which the holding period for a security is determined or may otherwise affect the characterization as long-term or short-term, and also the timing of the realization and/or character, of certain gains or losses.
Certain fixed-income investments. Gain recognized on the disposition of a debt obligation purchased by a fund at a market discount (generally, at a price less than its principal amount) will be treated as ordinary income to the extent of the portion of the market discount that accrued during the period of time the fund held the debt obligation unless the fund made a current inclusion election to accrue market discount into income as it accrues. If a fund purchases a debt obligation (such as a zero coupon security or pay-in-kind security) that was originally issued at a discount, the fund generally is required to include in gross income each year the portion of the original issue discount that accrues during such year. Therefore, a funds investment in such securities may cause the fund to recognize income and make distributions to shareholders before it receives any cash payments on the securities. To generate cash to satisfy those distribution requirements, a fund may have to sell portfolio securities that it otherwise might have continued to hold or to use cash flows from other sources such as the sale of fund shares.
Investments in debt obligations that are at risk of or in default present tax issues for a fund. Tax rules are not entirely clear about issues such as whether and to what extent a fund should recognize market discount on a debt obligation, when a fund may cease to accrue interest, original issue discount or market discount, when and to what extent a fund may take deductions for bad debts or worthless securities and how a fund should allocate payments received on obligations in default between principal and income. These and other related issues will be addressed by a fund in order to ensure that it distributes sufficient income to preserve its status as a regulated investment company.
Options, futures, forward contracts, swap agreements and hedging transactions. In general, option premiums received by a fund are not immediately included in the income of the fund. Instead, the premiums are recognized when the option contract expires, the option is exercised by the holder, or the fund transfers or otherwise terminates the option (e.g., through a closing transaction). If an option written by a fund is exercised and the fund sells or delivers the underlying stock, the fund generally will recognize capital gain or loss equal to (a) 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.
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The tax treatment of certain futures contracts entered into by a fund as well as listed non-equity options written or purchased by the fund on U.S. exchanges (including options on futures contracts, broad-based equity indices and debt securities) may be governed by section 1256 of the Code (section 1256 contracts). Gains or losses on section 1256 contracts generally are considered 60% long-term and 40% short-term capital gains or losses (60/40), although certain foreign currency gains and losses from such contracts may be treated as ordinary in character. Also, any section 1256 contracts held by a fund at the end of each taxable year (and, for purposes of the 4% excise tax, on certain other dates as prescribed under the Code) are marked-to-market with the result that unrealized gains or losses are treated as though they were realized and the resulting gain or loss is treated as ordinary or 60/40 gain or loss, as applicable. Section 1256 contracts do not include any interest rate swap, currency swap, basis swap, interest rate cap, interest rate floor, commodity swap, equity swap, equity index swap, credit default swap, or similar agreement.
In addition to the special rules described above in respect of options and futures transactions, a funds transactions in other derivative instruments (including options, forward contracts and swap agreements) as well as its other hedging, short sale, or similar transactions, may be subject to one or more special tax rules (including the constructive sale, notional principal contract, straddle, wash sale and short sale rules). These rules may affect whether gains and losses recognized by a fund are treated as ordinary or capital or as short-term or long-term, accelerate the recognition of income or gains to the fund, defer losses to the fund, and cause adjustments in the holding periods of the funds securities. These rules, therefore, could affect the amount, timing and/or character of distributions to shareholders. Moreover, because the tax rules applicable to derivative financial instruments are in some cases uncertain under current law, an adverse determination or future guidance by the IRS with respect to these rules (which determination or guidance could be retroactive) may affect whether a fund has made sufficient distributions and otherwise satisfied the relevant requirements to maintain its qualification as a regulated investment company and avoid a fund-level tax.
Certain of a funds investments in derivatives and foreign currency-denominated instruments, and the funds transactions in foreign currencies and hedging activities, may produce a difference between its book income and its taxable income. If a funds book income is less than the sum of its taxable income and net tax-exempt income (if any), the fund could be required to make distributions exceeding book income to qualify as a regulated investment company. If a funds book income exceeds the sum of its taxable income and net tax-exempt income (if any), the distribution of any such excess will be treated as (i) a dividend to the extent of the funds remaining earnings and profits (including current earnings and profits arising from tax-exempt income, reduced by related deductions), (ii) thereafter, as a return of capital to the extent of the recipients basis in the shares, and (iii) thereafter, as gain from the sale or exchange of a capital asset.
Foreign currency transactions. A funds transactions in foreign currencies, foreign currency-denominated debt obligations and certain foreign currency options, futures contracts and forward contracts (and similar instruments) may give rise to ordinary income or loss to the extent such income or loss results from fluctuations in the value of the foreign currency concerned. This treatment could increase or decrease a funds ordinary income distributions to you, and may cause some or all of the funds previously distributed income to be classified as a return of capital. In certain cases, a fund may make an election to treat such gain or loss as capital.
PFIC investments. A fund may invest in securities of foreign companies that may be classified under the Code as PFICs. In general, a foreign company is classified as a PFIC if at least one-half of its assets constitute investment-type assets or 75% or more of its gross income is investment-type income. When investing in PFIC securities, a fund intends to mark-to-market these securities under certain provisions of the Code and recognize any unrealized gains as ordinary income at the end of the funds fiscal and excise tax years. Deductions for losses are allowable only to the extent of any current or previously recognized gains. These gains (reduced by allowable losses) are treated as ordinary income that a fund is required to distribute, even though it has not sold or received dividends from these securities. You should also be aware that the designation of a foreign security as a PFIC security will cause its income dividends to fall outside of the definition of qualified foreign corporation dividends.
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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 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-
49
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 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 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
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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. 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 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),
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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 (with the possible exception of Premier U.S. Government Money Portfolio) does not intend to utilize such exemptions.
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.
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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 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 US 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
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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.
Investor class
The Trust has entered into a master distribution agreement relating to the Funds (the Distribution Agreement) with Invesco Distributors, Inc., a registered broker-dealer and a wholly owned subsidiary of Invesco, pursuant to which Invesco Distributors acts as the distributor of the Investor Class shares of the Funds. The address of Invesco Distributors is 11 Greenway Plaza, Suite 1000, Houston, Texas 77046-1173. Certain trustees and officers of the Trust are affiliated with Invesco Distributors. See Management of the Trust.
The Distribution Agreement provides Invesco Distributors with the exclusive right to distribute the shares of each class of the Portfolios on a continuous basis directly and through other broker dealers with whom Invesco Distributors has entered into selected dealer agreements. Invesco Distributors has not undertaken to sell any specified number of shares of Investor Class Shares of the Funds.
Institutional Class
The Trust or Invesco Distributors may terminate the Distribution Agreement on sixty (60) days written notice without penalty. The Distribution Agreement will terminate automatically in the event of its assignment.
Effective December 7, 2007, Invesco Distributors, as successor to Fund Management Company (FMC), became the sole distributor of the Trust. The Trust has entered into an underwriting agreement relating to the Funds (the Underwriting Agreement) with Invesco Distributors, a registered broker-dealer and a wholly-owned subsidiary of Invesco, pursuant to which Invesco Distributors acts as the distributor of the Institutional Class shares of the Funds. The address of Invesco Distributors is 11 Greenway Plaza, Suite 1000, Houston, Texas 77046-1173. Mail addressed to Invesco Distributors should be sent to P.O. Box 4497, Houston, Texas 77210-4497. Certain trustees and officers of the Trust are affiliated with Invesco Distributors. See Management of the Trust.
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The Underwriting Agreement provides Invesco Distributors with the right to distribute the Institutional Class shares of the Funds on a continuous basis directly and through other broker dealers. Invesco Distributors has not undertaken to sell any specified number of Institutional Class shares the Funds.
The Trust (on behalf of the Funds) or Invesco Distributors may terminate the Underwriting Agreement on 60 days written notice without penalty. The Underwriting Agreement will terminate automatically in the event of its assignment.
Invesco Distributors may, from time to time at its expense, pay a fee to broker-dealers, banks or other financial institutions for operations and/or marketing support, including support for distribution programs or platforms. Such fees will not impose additional expenses on a class, nor will they change the price paid by investors for the purchase of the applicable classes shares or the amount that any particular class will receive as proceeds from such sales.
Financial statements for the period ended August 31, 2014, including the Financial Highlights pertaining thereto, and the reports of the independent registered public accounting firm thereon, are incorporated by reference into the SAI from each Funds Annual Report to shareholders filed on Form N-CSR on November 7, 2014.
The portions of such Annual Reports that are not specifically listed above are not incorporated by reference into this SAI and are not a part of this Registration Statement.
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APPENDIX A
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.
Moodys MIG/VMIG US Short-Term Ratings
A-1
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 when an entity has both senior and subordinated obligations, secured and unsecured obligations, or operating company and holding company obligations.)
A-2
AAA : An obligation rated AAA has the highest rating assigned by Standard & Poors. The obligors capacity to meet its financial commitment on the obligation is extremely strong.
AA : An obligation rated AA differs from the highest-rated obligations only to a small degree. The obligors capacity to meet its financial commitment on the obligation is very strong.
A : An obligation rated A is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher-rated categories. However, the obligors capacity to meet its financial commitment on the obligation is still strong.
BBB : An obligation rated BBB exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation.
BB, B, CCC, CC and C : Obligations rated BB, B, CCC CC, and C are regarded as having significant speculative characteristics. BB indicates the least degree of speculation and C the highest. While such obligations will likely have some quality and protective characteristics, these may be outweighed by large uncertainties or major exposures to adverse conditions.
BB : An obligation rated BB is less vulnerable to nonpayment than other speculative issues. However, it faces major ongoing uncertainties or exposure to adverse business, financial, or economic conditions which could lead to the obligors inadequate capacity to meet its financial commitment on the obligation.
B : An obligation rated B is more vulnerable to nonpayment than obligations rated BB, but the obligor currently has the capacity to meet its financial commitment on the obligation. Adverse business, financial, or economic conditions will likely impair the obligors capacity or willingness to meet its financial commitment on the obligation.
CCC : An obligation rated CCC is currently vulnerable to nonpayment, and is dependent upon favorable business, financial, and economic conditions for the obligor to meet its financial commitment on the obligation. In the event of adverse business, financial, or economic conditions, the obligor is not likely to have the capacity to meet its financial commitment on the obligation.
CC : An obligation rated CC is currently highly vulnerable to nonpayment.
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 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 (-) :
A-3
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. |
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.
A-4
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.
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
A-5
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.
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
A-6
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 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.
A-7
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 September 30, 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) | |
Siebert Brandford Shank & Co., L.L.C. | Broker (for certain Invesco Funds) |
B-2
Service Provider |
Disclosure Category |
|
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
As of November 28, 2014
The address of each trustee and officer is 11 Greenway Plaza, Suite 1000, Houston, Texas 77046-1173. The trustees serve for the life of the Trust, subject to their earlier death, incapacitation, resignation, retirement or removal as more specifically provided in the Trusts organizational documents. Each officer serves for a one year term or until their successors are elected and qualified. Column two below includes length of time served with predecessor entities, if any.
Name, year of Birth and Position(s) Held with the Trust |
Trustee and/or Officer Since |
Principal Occupation(s) During Past 5 years |
Number of Funds in Fund Complex Overseen by Trustee |
Other Trusteeship(s)/ Directorship Held by Trustee/Director During Past 5 Years |
||||
Interested Trustees: |
||||||||
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). |
144 | None | ||||
Philip A. Taylor 2 - 1954 Trustee and Executive Vice President |
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. (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) |
144 | 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 Position(s) Held with the Trust |
Trustee
and/or Officer Since |
Principal Occupation(s) During Past 5 years |
Number of Funds in Fund Complex Overseen by Trustee |
Other Trusteeship(s)/ Directorship Held by Trustee/Director During Past 5 Years |
||||
(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), and Short-Term 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 | 144 | Director of the Mutual fund Directors Forum, a nonprofit membership organization for investment directors; Chairman and Director of the Abraham Lincoln Presidential Library Foundation; and Director of the Stevenson Center for Democracy | ||||
Independent Trustees |
||||||||
Bruce L. Crockett 1944 Trustee and Chair |
2003 |
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 |
144 | ALPS (Attorneys Liability Protection Society) (insurance company) |
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 Position(s) Held with the Trust |
Trustee
and/or Officer Since |
Principal Occupation(s) During Past 5 years |
Number of Funds in Fund Complex Overseen by Trustee |
Other Trusteeship(s)/ Directorship Held by Trustee/Director During Past 5 Years |
||||
David C. Arch 1945 Trustee |
2010 | Chairman of Blistex Inc., a consumer health care products manufacturer | 144 | 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 |
2003 | Retired. Formerly: Director, Badgley Funds Inc. (registered investment company) (2 portfolios) and General Partner and Of Counsel, law firm of Baker & McKenzie, LLP | 144 | Director and Chairman, C.D. Stimson Company (a real estate investment company); Trustee, The Curtis Institute of Music | ||||
James T. Bunch 1942 Trustee |
2000 |
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 |
144 | Chairman, Board of Governors, Western Golf Association; Chairman, Evans Scholars Foundation; and Director, Denver Film Society | ||||
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 |
144 | Director of Quidel Corporation and Stericycle, Inc. | ||||
Albert R. Dowden 1941 Trustee |
2003 |
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 |
144 | Director of: Natures Sunshine Products, Inc., Reich & Tang Funds, Homeowners of America Holding Corporation/ Homeowners of America Insurance Company, the Boss Group |
C-3
Name, year of Birth and Position(s) Held with the Trust |
Trustee
and/or Officer Since |
Principal Occupation(s) During Past 5 years |
Number of Funds in Fund Complex Overseen by Trustee |
Other Trusteeship(s)/ Directorship Held by Trustee/Director During Past 5 Years |
||||
Media, Inc.; Director, Magellan Insurance Company; and Director, The Hertz Corporation, Genmar Corporation (boat manufacturer), National Media Corporation; Advisory Board of Rotary Power International (designer, manufacturer, and seller of rotary power engines); and Chairman, Cortland Trust, Inc. (registered investment company) | ||||||||
Jack M. Fields 1952 Trustee |
2003 |
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 |
144 | Insperity, Inc. (formerly known as Administaff) | ||||
Prema Mathai-Davis 1950 Trustee |
2003 | Retired. Formerly: Chief Executive Officer, YWCA of the U.S.A. | 144 | None | ||||
Larry Soll 1942 Trustee |
1997 | Retired. Formerly: Chairman, Chief Executive Officer and President, Synergen Corp. (a biotechnology company) | 144 | None | ||||
Hugo F. Sonnenschein 1940 Trustee |
2010 | President Emeritus and Honorary Trustee of the University of Chicago and the Adam Smith Distinguished Service Professor in the Department of Economics at the University of Chicago. Prior to 2000, President of the University of Chicago | 144 | Trustee of the University of 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 | 144 | None | ||||
Suzanne H. Woolsey 1941 Trustee |
2014 | Chief Executive Officer of Woolsey Partners LLC | 144 | 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 |
C-4
Name, year of Birth and Position(s) Held with the Trust |
Trustee
and/or Officer Since |
Principal Occupation(s) During Past 5 years |
Number of Funds in Fund Complex Overseen by Trustee |
Other Trusteeship(s)/ Directorship Held by Trustee/Director During Past 5 Years |
||||
Officers | ||||||||
Karen Dunn Kelley 1960 President and Principal Executive Officer |
2003 |
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.; 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), and Short-Term Investments Trust only) |
N/A | N/A | ||||
Russell C. Burk 1958 Senior Vice President and Senior Officer |
2005 | Senior Vice President and Senior Officer, The Invesco Funds | N/A | N/A | ||||
John M. Zerr 1962 Senior Vice President, Chief Legal Officer and Secretary |
2006 | Director, Senior Vice President, Secretary and General Counsel, Invesco Management Group, Inc. (formerly known as Invesco Aim Management Group, Inc.) and Van Kampen Exchange Corp.; Senior Vice President, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Senior Vice President and Secretary, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.); Director, Vice President and Secretary, Invesco Investment Services, Inc. (formerly known as Invesco Aim Investment Services, Inc.) and IVZ Distributors, Inc. (formerly known as INVESCO Distributors, Inc.); Director and Vice President, INVESCO Funds Group, Inc.; Senior Vice President, Chief Legal Officer and Secretary, The Invesco Funds; Manager, Invesco PowerShares Capital Management LLC; Director, Secretary and General Counsel, Invesco Investment Advisers LLC (formerly known as Van Kampen Asset Management); Secretary and General Counsel, 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, PowerShares Actively Managed Exchange-Traded Fund Trust, and PowerShares Actively Managed Exchange-Traded Commodity Trust Fund | N/A | N/A |
C-5
Name, year of Birth and Position(s) Held with the Trust |
Trustee
and/or Officer Since |
Principal Occupation(s) During Past 5 years |
Number of Funds in Fund Complex Overseen by Trustee |
Other Trusteeship(s)/ Directorship Held by Trustee/Director During Past 5 Years |
||||
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 |
2003 |
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, PowerShares Actively Managed Exchange-Traded Fund Trust, and PowerShares Actively Managed Exchange-Traded Commodity Trust Fund
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 Managed Exchange-Traded Fund Trust |
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, and PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Fund Trust II, PowerShares India Exchange-Traded Fund Trust, PowerShares Actively Managed Exchange-Traded Fund Trust and PowerShares Actively Managed Exchange-Traded Commodity Trust Fund; 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 Invesco Aim Distributors, Inc.) and Invesco Investment Services, Inc. (formerly known as Invesco Aim Investment Services, Inc.) | N/A | N/A |
C-6
Name, year of Birth and Position(s) Held with the Trust |
Trustee
and/or Officer Since |
Principal Occupation(s) During Past 5 years |
Number of Funds in Fund Complex Overseen by Trustee |
Other Trusteeship(s)/ Directorship Held by Trustee/Director During Past 5 Years |
||||
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 |
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 |
Invesco Premier Portfolio
Over $100,000 |
Over $100,000 1 | ||
Bruce L. Crockett |
Invesco Premier Portfolio
Over $100,000 |
Over $100,000 1 | ||
Rodney F. Dammeyer |
None | Over $100,000 | ||
Albert R. Dowden |
None | Over $100,000 | ||
Jack M. Fields |
Invesco Premier Portfolio
$1-$10,000 |
Over $100,000 1 | ||
Prema Mathai-Davis |
Invesco Premier Portfolio
Over $100,000 |
Over $100,000 1 | ||
Larry Soll |
Invesco Premier Portfolio
Over $100,000 |
Over $100,000 1 | ||
Hugo F. Sonnenschein |
None | Over $100,000 |
1 | Includes the total amount of compensation deferred by the trustee at his or her election pursuant to a deferred compensation plan. Such deferred compensation is placed in a deferral account and deemed to be invested in one or more of the Invesco Funds. |
C-7
Raymond Stickel, Jr. |
None | Over $100,000 | ||
Suzanne H. Woolsey 2 |
N/A | N/A |
2 | The information in the table is provided as of December 31, 2013. Ms. Woolsey was elected as trustee of the Trust effective August 29, 2014. |
C-8
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:
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 ( 5 ) |
||||||||||
Interested Trustees |
||||||||||||||
Wayne W. Whalen |
$ | 11,469 | $ | 205,000 | $ | 402,000 | ||||||||
Independent Trustees |
||||||||||||||
David C. Arch |
11,757 | 205,000 | 407,000 | |||||||||||
Frank S. Bayley |
13,748 | 205,000 | 376,150 | |||||||||||
James T. Bunch |
12,785 | 205,000 | 348,200 | |||||||||||
Bruce L. Crockett |
24,115 | 205,000 | 664,250 | |||||||||||
Rodney F. Dammeyer |
12,024 | See Note (3) | 205,000 | 321,750 | ||||||||||
Albert R. Dowden |
13,514 | 205,000 | 370,400 | |||||||||||
Jack M. Fields |
12,535 | 205,000 | 345,700 | |||||||||||
Prema Mathai-Davis |
13,514 | 205,000 | 370,400 | |||||||||||
Larry Soll |
13,748 | 226,779 | 376,150 | |||||||||||
Hugo F. Sonnenschein |
12,535 | 205,000 | 428,700 | |||||||||||
Raymond Stickel, Jr. |
14,596 | 205,000 | 400,100 | |||||||||||
Suzanne H. Woolsey 6 |
N/A | N/A | N/A | 86,000 |
(1) | Amount shown are based on the fiscal year ended August 31, 2014. The total amount of compensation deferred by all trustees of the Trust during the fiscal year ended August 31, 2014, including earnings, was $1,078. |
(2) | During the fiscal year ended August 31, 2014, the total amount of expenses allocated to the Trust in respect of pre-amendment retirement benefits was $113,327. |
(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 $249,370 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. |
(5) | All trustees currently serve as trustee of 30 registered investment companies advised by Invesco. |
(6) | Ms. Woolsey was elected as trustee of the Trust effective August 29, 2014, |
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 clients best interests in voting proxies | |
Relevant Law and Other Sources | Investment Advisers Act of 1940 | |
Last ¨ Reviewed þ Revised by Compliance for Accuracy |
October 21, 2014 | |
Policy/Procedure Owner | Advisory Compliance | |
Policy Approver | Invesco Advisers, Inc., Invesco Funds Board | |
Approved/Adopted Date | October 21, 2014 |
The following policies and procedures apply to all institutional and retail funds and accounts that have explicitly authorized Invesco Advisers, Inc. to vote proxies associated with securities held on their behalf (collectively, Clients).
A. GUIDING PRINCIPLES
Public companies hold meetings for shareholders, during which important issues, such as appointments to the companys board of directors, executive compensation, and the selection of auditors, are addressed and, where applicable, voted on by shareholders. Proxy voting gives shareholders the opportunity to vote on issues that impact a companys operations and policies without attending the meetings.
Invesco views proxy voting as an integral part of its investment management responsibilities and believes that the right to vote proxies should be managed with the same high standards of care and fiduciary duty to its Clients as all other elements of the investment process. Invescos proxy voting philosophy, governance structure and process are designed to ensure that proxy votes are cast in accordance with Clients best interests, which Invesco interprets to mean Clients best economic interests, and Invescos established proxy voting policies and procedures.
The primary aim of Invescos proxy policies is to encourage a culture of performance among the companies in which Invesco invests on behalf of Clients, 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, in itself, unlikely to maximize shareholder value.
October 2014
I.1 - 1
The proxy voting process at Invesco, which is driven by investment professionals, focuses on the following
|
maximizing long-term value for Clients and protecting Clients rights and promoting governance structures and practices that reinforce the accountability of corporate management and boards of directors to shareholders; |
|
reflecting Invescos belief 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; and |
|
addressing potential conflicts of interest that may arise from time to time in the proxy voting process. |
B. OPERATING PROCEDURES AND RESPONSIBLE PARTIES
Proxy Administration In General
Guided by its philosophy that proxy voting is an asset that is to be managed by each investment team, consistent with that teams view as to the best economic interest of Clients, Invesco has created the Invesco US Proxy Advisory Committee (IUPAC). The IUPAC is an investments -driven committee comprised of representatives from each investment management team and Invescos Head of Proxy Administration. IUPAC provides a forum for investment teams to monitor, understand and discuss key proxy issues and voting trends within the Invesco complex, and to vote proxies where Invesco as a firm has a conflict of interest with an issuer or an investment professional has a personal conflict of interest with an issuer whose proxy he or she is charged with voting. Absent a conflict of interest, the IUPAC representative for each investment team, in consultation with his or her team, is responsible for voting proxies for the securities the team manages. In addition to IUPAC, the Invesco mutual fund board of trustees provides oversight of the proxy process through quarterly reporting and an annual in-person presentation by the Head of Proxy Administration. IUPAC and Invescos proxy administration, compliance and legal teams regularly communicate and review Invescos proxy policies and procedures to ensure that they remain consistent with Clients best interests, regulatory requirements and industry best practices.
Use of Third Party Proxy Advisory Services
Representatives of the IUPAC have direct access to third party proxy advisory analyses and recommendations (currently provided by Glass Lewis (GL) and Institutional Shareholder Services, Inc. (ISS)), among other research tools, and use the information gleaned from those sources to make independent voting decisions.
Invescos proxy administration group performs extensive initial and ongoing due diligence on the proxy advisory firms that it engages. When deemed appropriate, representatives from the firms are asked to deliver updates directly to the mutual fund board of trustees. IUPAC conducts semi-annual, in-person policy roundtables with key heads of research from ISS and GL to ensure transparency, dialogue and engagement with the firms. These meetings provide Invesco with an opportunity to assess the firms capabilities, conflicts of interest and service levels, as well as provide investment professionals with direct insight into the advisory firms stances on key governance and proxy topics and their policy framework/methodologies. Invescos proxy administration team also reviews the annual SSAE 16 reports for, and the periodic proxy guideline updates published by, each proxy advisory firm to ensure that their guidelines remain consistent with Invescos policies and procedures.
October 2014
I.1 - 2
If Invesco becomes aware of any material inaccuracies in the information provided by ISS or GL, Invescos proxy administration team will investigate the matter to determine the cause, evaluate the adequacy of the proxy advisory firms control structure and assess the efficacy of the measures instituted to prevent further errors.
ISS and GL provide updates to previously issued proxy reports when necessary to incorporate newly available information or to correct factual errors. ISS also has a Feedback Review Board, which provides a mechanism for stakeholders to communicate with ISS about issues related to proxy voting and policy formulation, research, and the accuracy of data contained in ISS reports.
Proxy Voting Platform and Administration
Invesco maintains a proprietary global proxy administration platform, supported by the Head of Proxy Administration and a dedicated team of internal proxy specialists. The platform streamlines the proxy voting and ballot reconciliation processes, as well as related functions such as share blocking and issuer/shareholder engagement. Invesco believes that managing these processes internally, as opposed to relying on third parties, gives Invesco greater quality control, oversight and independence in the proxy administration process.
The platform also includes advanced global reporting and record-keeping capabilities regarding proxy matters (including reporting by business unit, issuer or issue) that enable Invesco to satisfy client, regulatory and management requirements. Historical proxy voting information, including commentary by investment professionals regarding the votes they cast, is stored in order to build institutional knowledge over time across the Invesco complex with respect to individual companies and proxy issues. Investment professionals also use the platform to access third-party proxy research.
C. Proxy Voting Guidelines (the Guidelines)
The following guidelines describe Invescos general positions with regard to various common proxy issues. The guidelines are not intended to be exhaustive or prescriptive. As noted above, Invescos proxy process is investor-driven, and each investment team retains ultimate discretion to vote proxies in the manner they deem to be the most appropriate, consistent with the proxy voting principles and philosophy discussed above. Individual proxy votes therefore will differ from these guidelines from time to time.
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 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.
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 |
October 2014
I.1 - 3
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 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. |
|
Staggered Boards/Annual Election of Directors Invesco generally supports proposals to elect each director annually rather than electing directors 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 of Directors Invesco generally withholds votes for 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. |
October 2014
I.1 - 4 |
|
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. | Compensation and Incentives |
Invesco believes properly constructed compensation plans that include equity ownership are effective in creating incentives that induce management and employees of 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.
Following are specific voting issues that illustrate how Invesco evaluates incentive plans.
|
Executive compensation Invesco evaluates executive compensation plans 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, Invesco generally opposes proposals requiring such agreements to be ratified by shareholders in advance of their adoption. Given the vast differences that may occur in these agreements, some severance agreements are evaluated on an individual basis. |
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I.1 - 5
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.
V. | Anti-Takeover Measures |
Practices designed to protect a company from unsolicited bids can adversely affect shareholder value and voting rights, and they potentially 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, Social and Corporate Responsibility Issues |
Invesco believes that a companys response to environmental, social and corporate responsibility issues and the risks attendant to them can have a significant effect on its long-term shareholder value. Invesco recognizes that to manage a corporation effectively, directors and management must consider not only the interest of shareholders, but also the interests of employees, customers, suppliers and creditors, among others. While Invesco generally affords management discretion with respect to the operation of a companys business, Invesco will evaluate such proposals on a case-by-case basis and will vote proposals relating to these issues in a manner intended to 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 a 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.
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I.1 - 6
D. |
EXCEPTIONS |
Client Maintains Right to Vote Proxies
In the case of institutional or sub-advised Clients, Invesco will vote the proxies in accordance with these Guidelines unless the Client retains, in writing, the right to vote or the named fiduciary of a Client (e.g., the plan sponsor of an ERISA Client) retains in writing the right to direct the plan trustee or a third party to vote proxies.
Voting for Certain Investment Strategies
For proxies held by certain Client accounts managed in accordance with fixed income, money market and index strategies, Invesco will typically vote in line with the majority of the rest of the shares voted by Invesco outside of those strategies (Majority Voting). In this manner Invesco seeks to leverage the expertise and comprehensive proxy voting reviews conducted by teams employing active equity strategies, which typically incorporate analysis of proxy issues as a core component of the investment process. Portfolio managers for accounts employing Majority Voting still retain full discretion to override Majority Voting and to vote the shares as they determine to be in the best interest of Clients, absent certain types of conflicts of interest, which are discussed elsewhere in these policies and procedures.
Proxy Constraints
In certain circumstances, Invesco may refrain from voting where the economic or other opportunity 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 all of its Clients proxies despite using commercially reasonable efforts to do so. Particular examples of such instances include, but are not limited to, the following:
|
When securities are participating in an Invesco securities lending program, Invesco determines whether to terminate the loan by weighing the benefit to the Client 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 sufficient time and information to make an informed voting decision. |
|
Some non-U.S. companies require a representative to attend meetings in person in order to vote a proxy. In such cases, Invesco may determine that 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
October 2014
I.1 - 7
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.
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.
Voting of Proxies Related to Invesco Ltd . In order to avoid any appearance of a conflict of interest, Invesco will not vote proxies issued by, or related to matters involving, Invesco Ltd. that may be held by Clients from time to time.
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.
G. |
Policies and Vote Disclosure |
October 2014
I.1 - 8
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.
October 2014
I.1 - 9
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 2014
1. | Purpose and Background |
Public companies hold securityholder meetings, attended by the companys executives, directors, and securityholders, during which important issues, such as appointments to the companys board of directors, executive compensation, and auditors, are addressed and where applicable, voted on. Proxy voting gives securityholders the opportunity to vote on these issues that impact the companys operations and policies without being present at the meetings.
As securityholders of securities held in mutual, exchange-traded, segregated and pooled funds and separately managed portfolios managed or sub-advised by Invesco Canada Ltd. (collectively, the Funds), portfolio managers have the opportunity to vote proxies related to these securities on behalf of Invesco Canada Ltd. (Invesco Canada) In exercising the votes attached to portfolio securities, the portfolio manager or Invesco Canada may have a relationship with or personal interest in the issuer which may interfere with Invesco Canadas duty to vote in the best interest of the Funds. 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.
The purpose of this policy is to document how Invesco Canada fulfills its duty to vote proxies in the best interest of the Funds in its capacity of investment fund manager, adviser or sub-adviser of the Funds.
2. | Policy |
In all situations, portfolio managers shall not take into consideration Invesco Canadas relationship with or personal interest in the issuer and shall vote the proxies in the best interest of the Funds. All proxies shall be voted in accordance with the general guidelines set forth in this policy.
3. | Application |
This policy shall not apply to securities held in Funds that are sub-advised (sub-advised Funds) by affiliated advisers (Sub-advisers). Proxies for these sub-advised Funds shall be voted in accordance with the Sub-advisers proxy voting policy.
In cases where Invesco Canada acts as sub-adviser for a third-party manager and the sub-advisory agreement does not permit Invesco Canada to vote proxies, Invesco Canada shall not vote proxies for that fund. Otherwise, this policy shall apply.
Portfolio managers are permitted to delegate to an external proxy service provider the responsibility to vote proxies on behalf of all or certain Funds provided that such service provider adheres to this policy.
4. | General Guidelines |
Invesco Canadas portfolio managers follow an investment discipline that includes investing in companies that believe to have strong management teams and generally support the management of companies in which they invest. Therefore, with the exception of the circumstances below, portfolio managers shall generally vote with the recommendations of the company management.
As a general rule, portfolio managers shall vote against any actions that would:
|
reduce the rights or options of securityholders; |
|
reduce securityholder influence over the board of directors and management; |
|
reduce the alignment of interests between company management and the securityholders; or |
|
reduce the value of securityholder investments. |
Voting rights shall not be exercised in situations where:
|
The related securities were sold subsequent to record date; |
|
Administrative issues prevent voting; or |
|
Invesco Canada is sub-advising for an unaffiliated third-party and the securities to be voted have been lent out by the portfolio manager. |
If a portfolio manager chooses to not exercise voting rights, he or shall document his or her reason for not doing so.
5. | Exceptions and Reporting |
When voting proxies, it is recognized that portfolio managers may consider other relevant facts and circumstances that are not contemplated in the guidelines and as such, may deem it necessary to vote proxies contrary to the established guidelines. In such situations, the voting portfolio manager may do so as an exception to the guidelines. Under such circumstances, the portfolio manager shall document all factors considered
and the rationale supporting that decision. All exceptions shall be reported to the Independent Review Committee.
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 shall abstain from voting on that company or issue. He or she shall 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, which is comprised of all Investment Heads, and the Ultimate Designated Person. Investment Heads shall report all conflicts of interest to the Global Investments Director or designate, who shall report any conflicts of interest to the Independent Review Committee on an annual basis.
On an annual basis, the AVP, Investment Operations or designate shall report on proxy voting to the Compliance Committees of the Invesco Canada Fund Advisory Board and of the Board of Directors of Invesco Corporate Class Inc. (collectively, the Board Compliance Committees) with respect to all Funds that are subject to NI 81-102 Mutual Funds. For all other Funds, such reporting shall be made to the Investment Compliance Committee of Invesco Canada. In addition, a report on proxy voting shall be provided to the Global Investments Director, or designate with respect to Funds domiciled in the U.S. in order that he may fulfill his reporting obligations to any relevant governance structures. The AVP, Investment Operations or designate shall prepare proxy voting records for all Canadian mutual funds and TSX-listed PowerShares ETFs on an annual basis (for the twelve-month period ended June 30) and shall ensure that the records are posted on Invesco Canadas website no later than August 31st of each year.
6. | Recordkeeping |
The AVP, Investment Operations or designate shall maintain a record of all proxies received, votes casted (unless retained by an external proxy service provider), and documented reasoning behind how the proxies were voted, where such documentation is required under this policy.
Where an external proxy service provider is used, the service provider shall maintain records in accordance with this policy.
All records shall be:
i. | Maintained for 7 years from the date the record is created; |
ii. | Kept in a safe location and in a durable form; and |
iii. | Maintained in a manner that permits the records to be retrieved within a reasonable time period. |
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.
2
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 |
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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. |
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KEY PROXY VOTING ISSUES
Administrative Constraints
In view of the administrative constraints and costs involved in the exercise of proxy voting powers, Invesco may (depending on circumstances) not exercise its voting right unless its clients portfolios in aggregate represent a significant proportion of the shareholdings of the company in question.
A significant proportion in this context means 5% or more of the market capitalisation of the company.
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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 |
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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 |
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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
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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. |
(2) Allocation of Earned Surplus and Dividends
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A decision regarding a proposal requesting approval of the allocation of earned surplus and dividends will be made in consideration of, inter alia, the financial condition and the business performance of the relevant company as well as the economic interests of shareholders. |
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
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In principle we will vote in favor of a proposal to elect an external director, however, we will oppose a candidate for an external director who is perceived to have an interest in the relevant company. |
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In principle we will oppose a candidate for an external director who does not have independence in the case of a committees organized company, except where the majority of the board are independent. |
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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
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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
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We will consider opposing a candidate for reelection as a director in the event that business performance of the relevant company during the term in office of the candidate experienced a deficit in three consecutive periods and no dividends were paid. |
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We will consider opposing a candidate for reelection as a director in the event that business |
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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
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In principle we will oppose a candidate for reelection as a director in the event that during the term in office of the candidate a corporate scandal occurred that had a significant impact on society and caused or could cause damage to of shareholder value. |
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In principle we will consider opposing a candidate for reelection as a director in the event that during the term in office of the candidate window dressing or inappropriate accounting practices occurred on the part of the relevant company. |
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(6) 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
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In principle we will oppose a candidate for director in the event that information concerning the relevant candidate has not been sufficiently disclosed. |
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
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A decision regarding a proposal concerning amendment of the procedural method of electing directors will be made by making a comparison with the existing situation and considering, inter alia, the reasonability of the amendment. |
4. Election of Statutory Auditors
A decision regarding a proposal concerning the election of statutory auditors will be made by considering, inter alia, the independence and the suitability of the candidate for statutory auditor.
Definition of the independence:
A person considered to be independent shall mean a person for whom there is no relationship between the relevant company and the candidate for statutory auditor other than that of being selected as a statutory auditor.
(1) Independence
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In principle we will oppose a candidate for an external statutory auditor if the candidate does not have independence. |
(2) Suitability
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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
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In principle we will consider opposing a candidate for reelection as a statutory auditor in the event that significant concerns exist in an audit report that has been submitted or audit proceedings. |
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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
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In principle we will consider opposing a candidate for reelection as a statutory auditor in the event that during the term in office of the candidate a corporate scandal occurred that had a significant impact on society and caused or could cause damage to shareholder value. |
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In principle we will consider opposing a candidate for reelection as a statutory auditor in the event that during the term in office of the candidate window dressing or inappropriate accounting practices occurred on the part of the relevant company. |
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
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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. |
(4) 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. |
(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
|
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
|
Introduction or Amendment of Takeover Defense Strategy |
In principle we will oppose a proposal requesting to introduce or amend a takeover defense strategy that will reduce shareholder value or infringe the rights of shareholders.
|
Rights Plan (Poison Pill) |
A decision regarding a proposal to introduce a rights plan (poison pill) will be made in consideration of, inter alia, the triggering conditions, the effective period, the conditions of disclosure of content, the composition of directors of the relevant company, and the status 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.
|
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
|
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)
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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) Reduction in Par Value of Shares
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In principle we will vote in favor of a proposal reducing the par value of shares. |
(7) Preferred Shares
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A decision regarding a proposal in connection with creating new preferred shares or amending the number of authorized preferred shares shall be made by considering, inter alia, the existence or absence of voting rights, dividends, conversion or other rights to be granted to the preferred shares as well as the reasonability of those rights. |
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In principle we will oppose a proposal requesting the creation of new preferred shares or increasing the authorized number of preferred shares, by way of a blank power of attorney that does not specify the voting rights, dividends, conversion or other rights. |
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In principle we will vote in favor of a proposal to create new preferred shares or to increase the number of authorized preferred shares if the voting rights, dividends, conversion and other rights are stipulated and these rights can be determined to be reasonable. |
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In principle we will vote in favor of a proposal to make the issuing of preferred shares a matter for approval by the shareholders. |
(8) Classified Shares
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In principle we will oppose a proposal requesting the creation of new shares with differing voting rights or increasing the authorized number of shares with differing voting rights. |
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In principle we will vote in favor of a proposal to convert to a capital structure in which there is one vote per share. |
(9) Issuing of Convertible Bonds
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A decision regarding a proposal to issue convertible bonds shall be made by considering, inter alia, the number of shares into which the bonds are to be converted, and the period to |
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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
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A decision regarding a proposal to issue non-convertible bonds will be made by considering, inter alia, the financial condition of the relevant company. |
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A decision regarding a proposal to increase a borrowing limit shall be made by considering, inter alia, the financial condition of the relevant company. |
(11) Equitization of Debt
|
A decision regarding a proposal requesting an amendment of the number of authorized shares or issuing of shares of the company in relation to a debt restructuring shall be made in consideration of, inter alia, the conditions of amending the number of authorized shares or issuing shares of the company, the impact on shareholder value and on the rights of shareholders, the reasonability thereof, as well as the impact on listing of the shares and on the continuity of the company. |
(12) Capital Reduction
|
A decision regarding a proposal in connection with a capital reduction will be made in consideration of, inter alia, the impact on shareholder value and on the rights of shareholders, the reasonability of the capital reduction, as well as the impact on listing of the shares and on the continuity of the company. |
|
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 |
- 25 -
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 |
- 27 -
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
- 28 -
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 |
- 30 -
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.
APPENDIX F
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES
To the best knowledge of the Trust, the names and addresses of the record and beneficial holders of 5% or more of the outstanding shares of each class of the Trusts equity securities and the percentage of the outstanding shares held by such holders are set forth below. Unless otherwise indicated below, the Trust has no knowledge as to whether all or any portion of the shares owned of record are also owned beneficially.
A shareholder who owns beneficially 25% or more of the outstanding securities of a Fund is presumed to control that Fund as defined in the 1940 Act. Such control may affect the voting rights of other shareholders.
All information listed below is as of December 1, 2014.
Premier Portfolio |
Investor Class Shares | Institutional Class Shares | ||
Name and Address of Principal Holder |
Percentage Owned
of Record |
Percentage Owned
of Record |
||
Invesco Fund of Funds Attn: Kim Waycaster Money Market Portfolio Admin. 11 Greenway Plaza Houston, TX 77046 |
| 51.28% | ||
Calhoun Comerica 411 West Lafayette Detroit, MI 48226 |
| 6.97% | ||
David Ling Berit Ling Co-Trs David Ling Inc. Employee Retirement Trust 17692 Beach Boulevard, Suite 305 Huntington Beach, CA 92647-6811 |
5.45% | | ||
Great-West Trust Company LLC Trust/Retirement Plans 8515 E. Orchard Road, 2T2 Greenwood Village, CO 80111-5002 |
18.51% | | ||
Invesco Group Services, Inc. 1555 Peachtree Street NE Atlanta, GA 30309-2460 |
6.18% | | ||
Karen Dunn Kelley Pittsburgh, PA 15238-1924 |
10.48% | | ||
Morgan Stanley NJ (NSCC) Attn: Jennifer Kang 2000 Westchester Avenue, FL 2 Purchase, NY 10577-2530 |
| 19.51% | ||
Nabank & Co. P.O. Box 2180 Tulsa, OK 74101 |
| 6.00% |
F-1
Premier Tax-Exempt Portfolio |
Investor Class Shares | Institutional Class Shares | ||
Name and Address of
|
Percentage Owned
of Record |
Percentage Owned
of Record |
||
Bank of N.Y. One Wall Street, 2 nd Floor Attn: Frank Notaro New York, NY 10286 |
| 19.95% | ||
Juliet S. Ellis Houston, TX 77024-3604 |
23.88% | | ||
L. A. Idler TR Littleton, CO 80120-4421 |
12.81% | | ||
Morgan Stanley NJ (NSCC) Attn: Jennifer Kang 2000 Westchester Avenue, FL 2 Purchase, NY 10577-2530 |
| 68.47% | ||
Robert W. Trudeau Trustee* Robert W. Trudeau Trust Johnson City, TN 37601-2179 |
27.10% | |
* | Owned of record and beneficially |
Premier U.S. Government Money Portfolio |
Investor Class Shares | Institutional Class Shares | ||
Name and Address of Principal Holder |
Percentage Owned
of Record |
Percentage Owned
of Record |
||
Calhoun Comerica 411 West Lafayette Detroit, MI 48226 |
| 12.01% | ||
Goldman Sachs GCS Attn: Rene Godin 71 South Wacker Drive, Suite 500 Chicago, IL 60606 |
| 5.16% | ||
Key Bank Attn: Terry Butt 127 Public Square 4 th Floor Cleveland, OH 44114-1306 |
| 10.97% | ||
MG Trust Company Cust FBO ESSE Health Profit Sharing Plan 717 17 th Street, Suite 1300 Denver, CO 80202-3304 |
8.99% | | ||
Morgan Stanley NJ (NSCC) Attn: Jennifer Kang 2000 Westchester Avenue, FL 2 Purchase, NY 10577-2530 |
| 18.01% | ||
Nabank & Co P. O. Box 2180 Tulsa, OK 74101 |
| 33.89% | ||
Simmons First National Attn: Neal Jenkins 8315 Cantrell Road, Suite 200 Little Rock, AR 72227 |
| 5.03% |
F-2
Management Ownership
As of December 1, 2014, the trustees and officers as a group owned less than 1% of the outstanding shares of each class of each Fund except the trustees and officers as a group owned 12.85% of outstanding Investor Class Shares of Premier Portfolio.
F-3
APPENDIX G
For the fiscal years ended August 31, the management fees payable by Invesco and the net fee paid by each Fund were as follows:
Premier Portfolio
August 31, 2014 | August 31, 2013 | August 31, 2012 | ||||||||||||||||||||||||||||||||||
Advisor |
Management
Fee Payable |
Management
Fee Waivers |
Net
Management Fee Payable |
Management
Fee Payable |
Management
Fee Waivers |
Net
Management Fee Payable |
Management
Fee Payable |
Management
Fee Waivers |
Net
Management Fee Payable |
|||||||||||||||||||||||||||
Invesco |
$ | 23,081,970 | $ | (6,484,145 | ) | $ | 16,597,825 | $ | 22,048,265 | $ | (6,173,602 | ) | $ | 15,874,663 | $ | 15,943,197 | $ | (4,464,095 | ) | $ | 11,479,102 |
Premier Tax-Exempt Portfolio
August 31, 2014 | August 31, 2013 | August 31, 2012 | ||||||||||||||||||||||||||||||||||
Advisor |
Management
Fee Payable |
Management
Fee Waivers |
Net
Management Fee Payable |
Management
Fee Payable |
Management
Fee Waivers |
Net
Management Fee Payable |
Management
Fee Payable |
Management
Fee Waivers |
Net
Management Fee Payable |
|||||||||||||||||||||||||||
Invesco |
$ | 408,672 | $ | (245,593 | ) | $ | 163,079 | $ | 490,467 | $ | (151,541 | ) | $ | 338,926 | $ | 756,102 | $ | (103,379 | ) | $ | 652,723 |
Premier U.S. Government Money Portfolio
August 31, 2014 | August 31, 2013 | August 31, 2012 | ||||||||||||||||||||||||||||||||||
Advisor |
Management
Fee Payable |
Management
Fee Waivers |
Net
Management Fee Payable |
Management
Fee Payable |
Management
Fee Waivers |
Net
Management Fee Payable |
Management
Fee Payable |
Management
Fee Waivers |
Net
Management Fee Payable |
|||||||||||||||||||||||||||
Invesco |
$ | 3,542,135 | $ | (2,580,889 | ) | $ | 961,246 | $ | 3,849,918 | $ | (2,020,426 | ) | $ | 1,829,492 | $ | 4,036,735 | $ | (2,264,141 | ) | $ | 1,772,594 |
G-1
APPENDIX H
For the last three fiscal years ended August 31, the Funds paid no administrative fees to Invesco for Administrative services.
H-1
APPENDIX I
PURCHASE OF SECURITIES OF REGULAR BROKERS OR DEALERS
Purchase of Securities of Regular Brokers or Dealers
During the last fiscal year ended August 31, 2014, Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio did not purchase securities of its regular brokers or dealers.
I-1
APPENDIX J
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.
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Category I Funds
Invesco All Cap Market Neutral Fund |
Invesco Global Real Estate Income Fund | |
Invesco Alternative Strategies Fund |
Invesco Global Small & Mid Cap Growth Fund | |
Invesco American Franchise Fund |
Invesco Global Targeted Returns Fund | |
Invesco American Value Fund |
Invesco Gold & Precious Metals Fund | |
Invesco Asia Pacific Growth Fund |
Invesco Growth Allocation Fund | |
Invesco Balanced-Risk Allocation Fund |
Invesco Growth and Income Fund | |
Invesco Balanced-Risk Commodity Strategy Fund |
Invesco Income Allocation Fund | |
Invesco Balanced-Risk Retirement 2020 Fund |
Invesco International Allocation Fund | |
Invesco Balanced-Risk Retirement 2030 Fund |
Invesco International Core Equity Fund | |
Invesco Balanced-Risk Retirement 2040 Fund |
Invesco International Growth Fund | |
Invesco Balanced-Risk Retirement 2050 Fund |
Invesco International Small Company Fund | |
Invesco Balanced-Risk Retirement Now Fund |
Invesco Long/Short Equity Fund | |
Invesco Charter Fund |
Invesco Low Volatility Emerging Markets Fund | |
Invesco China Fund |
Invesco Low Volatility Equity Yield Fund | |
Invesco Comstock Fund |
Invesco Macro International Equity Fund | |
Invesco Conservative Allocation Fund |
Invesco Macro Long/Short Fund | |
Invesco Convertible Securities Fund |
Invesco Mid Cap Core Equity Fund | |
Invesco Developing Markets Fund |
Invesco Mid Cap Growth Fund | |
Invesco Diversified Dividend Fund |
Invesco MLP Fund | |
Invesco Dividend Income Fund |
Invesco Moderate Allocation Fund | |
Invesco Emerging Markets Equity Fund |
Invesco Multi-Asset Inflation Fund | |
Invesco Endeavor Fund |
Invesco Pacific Growth Fund | |
Invesco Energy Fund |
Invesco Premium Income Fund | |
Invesco Equally-Weighted S&P 500 Fund |
Invesco Real Estate Fund | |
Invesco Equity and Income Fund |
Invesco S&P 500 Index Fund | |
Invesco European Growth Fund |
Invesco Select Companies Fund | |
Invesco European Small Company Fund |
Invesco Select Opportunities Fund | |
Invesco Global Core Equity Fund |
Invesco Small Cap Discovery Fund | |
Invesco Global Growth Fund |
Invesco Small Cap Equity Fund | |
Invesco Global Health Care Fund |
Invesco Small Cap Growth Fund | |
Invesco Global Infrastructure Fund |
Invesco Small Cap Value Fund | |
Invesco Global Low Volatility Equity Yield Fund |
Invesco Summit Fund | |
Invesco Global Market Neutral Fund |
Invesco Technology Fund | |
Invesco Global Markets Strategy Fund |
Invesco Technology Sector Fund | |
Invesco Global Opportunities Fund |
Invesco Value Opportunities Fund | |
Invesco Global Real Estate Fund |
Amount of Investment |
Investors Sales Charge |
Dealer
Concession |
||||||||||||||
As a Percentage of the Public Offering Price |
As a Percentage of
the Net Amount
|
As a Percentage
of the Net Amount
|
||||||||||||||
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 | % |
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Category II Funds
Invesco California Tax-Free Income Fund |
Invesco Municipal Income Fund | |
Invesco Core Plus Bond Fund |
Invesco New York Tax Free Income Fund | |
Invesco Corporate Bond Fund |
Invesco Pennsylvania Tax Free Income Fund | |
Invesco Emerging Market Local Currency Debt Fund |
Invesco Strategic Income Fund | |
Invesco High Yield Fund |
Invesco Unconstrained Bond Fund | |
Invesco High Yield Municipal Fund |
Invesco U.S. Government Fund | |
Invesco International Total Return 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 Short Term Bond Fund | |
Invesco Intermediate Term Municipal Income Fund |
Invesco Strategic Real Return Fund | |
Invesco Limited Maturity Treasury Fund (Class A shares) |
Invesco Tax-Free Intermediate Fund (Class A 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 | 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 | % |
J-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).
J-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. |
J-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
J-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. |
J-7
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 |
Baden Retirement Plan Services | Centennial Bank | ||
1st Partners, Inc. |
Bank of America | Center for Due Diligence | ||
401k Exchange, Inc. |
Bank of New York Mellon | Cetera | ||
401k Producer Services |
Bank of Oklahoma | Charles Schwab & Company, Inc. | ||
ADP Broker Dealer, Inc. |
Barclays Capital Inc. | Chase | ||
Advantage Capital Corporation |
BB&T Capital Markets | Citi Smith Barney | ||
Advest Inc. |
BCG Securities | Citibank NA | ||
Alliance Benefit Group |
BC Ziegler | Citigroup Global Markets Inc. | ||
Allianz Life |
Benefit Plans Administrators | City National Bank | ||
Allstate |
Benefit Trust Company | Comerica Bank | ||
American Enterprise Investment |
BMO Harris Bank NA | Commerce Bank | ||
American Portfolios Financial Services Inc. |
BNP Paribas | Commonwealth Financial Network LPL | ||
American Skandia Life Assurance |
BOSC, Inc. | Community National Bank | ||
Corporation |
Branch Banking & Trust Company | Compass | ||
American United Life Insurance Company |
Brinker Capital | Compusys / ERISA Group Inc | ||
Ameriprise Financial Services Inc. |
Brown Brothers Harriman & Co. | Contemporary Financial Solutions, Inc. | ||
Ameritas Life Insurance Corp |
Buck Kwasha Securities LLC | CPI Qualified Plan Consultants, Inc. | ||
Ameritrade |
Cadaret Grant & Company, Inc. | Credit Suisse Securities | ||
APEX Clearing Corporation |
Cambridge Investment Research, Inc. | Crowell Weedon & Co. | ||
Ascensus |
Cantella & Co., Inc. | CUSO Financial Services, Inc. | ||
Associated Securities Corporation |
Cantor Fitzgerald & Co. | CUNA Mutual Life | ||
AXA |
Capital One Investment Services LLC | D.A. Davidson & Company |
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Daily Access Corporation |
LPL Financial |
RBC Wealth Management | ||
Deutsche Bank |
M & T Securities, Inc. |
Reliance Trust Company | ||
Digital Retirement Solutions, Inc. |
M M L Investors Services, Inc. | Ridge Clearing | ||
Diversified Investment Advisors |
M&T Bank | Riversource (Ameriprise) | ||
Dorsey & Company Inc. |
Marshall & Ilsley Trust Co., N.A. | Robert W. Baird & Co. | ||
Dyatech Corporation |
Mass Mutual | Ross Sinclair & Associates LLC | ||
Edward Jones & Co. |
Matrix | Royal Alliance Associates | ||
Envestnet |
Mellon | RSBCO | ||
Equitable Life Insurance Company |
Mercer | S I I Investments, Inc. | ||
Equity Services, Inc. |
Merrill Lynch | SagePoint Financial, Inc. | ||
Erisa Administrative Services |
Metlife | Salomon Smith Barney | ||
Expertplan |
Meyer Financial Group, Inc. | Sanders Morris Harris | ||
Fidelity |
Mid Atlantic Capital Corporation | SCF Securities, Inc. | ||
Fifth Third |
Minnesota Life Insurance Co. | Securian Financial Services, Inc. | ||
Financial Data Services Inc. |
Money Concepts | Securities America, Inc. | ||
Financial Planning Association |
Morgan Keegan & Company, Inc. | Security Benefit Life | ||
Financial Services Corporation |
Morgan Stanley | Security Distributors, Inc. | ||
First Clearing Corp. |
MSCS Financial Services, LLC | Security Financial Resources, Inc. | ||
First Command Financial Planning, Inc. |
Municipal Capital Markets Group, Inc. | Sentra Securities | ||
First Financial Equity Corp. |
Mutual Service Corporation | Signator Investors, Inc. | ||
First Southwest Company |
Mutual Services, Inc. | Silverton Capital, Corp. | ||
Forethought Life Insurance Company |
N F P Securities, Inc. | Simmons First Investment Group, Inc. | ||
Frost |
NatCity Investments, Inc. | Smith Barney Inc. | ||
FSC Securities Corporation |
National Financial Services | Smith Hayes Financial Services | ||
FTB Advisors |
National Planning | Southwest Securities | ||
Fund Services Advisors, Inc. |
National Retirement Partners Inc. | Sovereign Bank | ||
Gardner Michael Capital, Inc. |
Nationwide | Spelman & Company | ||
GE |
New York Life | Standard Insurance Company | ||
Genworth |
Newport Retirement Plan Services, Inc. | State Farm | ||
Glenbrook Life and Annuity Company |
Next Financial Group, Inc. | State Street Bank & Trust Company | ||
Goldman, Sachs & Co. |
NFP Securities Inc. | Sterne Agee Financial Services, Inc. | ||
Great West Life |
Northeast Securities, Inc. | Stifel Nicolaus & Company | ||
Guaranty Bank & Trust |
Northern Trust | Summit | ||
Guardian |
Northwestern Mutual Investment Services | Sun Life | ||
GunnAllen Financial |
NRP Financial | SunAmerica Securities, Inc. | ||
GWFS Equities, Inc. |
Ohio National Life Insurance Company | SunGard | ||
H.D. Vest |
OnBrands24 Inc | SWS Financial Services, Inc. | ||
Hantz Financial Services Inc |
OneAmerica Financial Partners Inc. | Symetra Investment Services Inc. | ||
Hare and Company |
Oppenheimer | T Rowe Price | ||
Hartford |
Pen-Cal Administrators | TD Ameritrade | ||
Hewitt |
Penn Mutual Life |
Teacher Insurance and Annuity Association of America |
||
Hightower Securities, LLC |
Penson Financial Services | |||
Hornor, Townsend & Kent, Inc. |
Pershing LLC | TFS Securities, Inc. | ||
Huntington |
PFS Investments, Inc. | The (Wilson) William Financial Group | ||
ICMA Retirement Corporation |
Phoenix | The Bank of New York | ||
Institutional Cash Distributors |
Piper Jaffray | The Huntington Investment Company | ||
Intersecurities, Inc. |
PJ Robb | The Retirement Plan Company LLC | ||
INVEST Financial Corporation, Inc. |
Plains Capital Bank | The Vanguard Group | ||
Investacorp, Inc. |
Plan Administrators | Transamerica | ||
Investment Centers of America, Inc. |
Plan Member Services Corporation | Trautmann Maher & Associates, Inc. | ||
J.M. Lummis Securities |
Planco | Treasury Strategies | ||
Jackson National Life |
PNC | Triad Advisors Inc | ||
Jefferson National Life Insurance Company |
Primerica Shareholder Services, Inc. | Trust Management Network, LLC | ||
Jefferson Pilot Securities Corporation |
Princeton Retirement Group, Inc. | U.S. Bancorp | ||
John Hancock Distributors LLC |
Principal | UBS Financial Services Inc. | ||
JP Morgan |
Princor Financial Services Corporation | UMB Financial Services, Inc. | ||
Kanaly Trust Company |
Proequities, Inc. | Unified Fund Services, Inc. | ||
Kaufmann and Global Associates |
Prudential | Union Bank | ||
Kemper |
Qualified Benefits Consultants, Inc. | United Planners Financial | ||
LaSalle Bank, N.A. |
R B C Dain Rauscher, Inc. | UPromise Investment Advisors LLC | ||
Lincoln |
Randall & Hurley, Inc. | USB Financial Services, Inc. | ||
Loop Capital Markets, LLC |
Raymond James | USI Securities, Inc. |
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UVEST |
VRSCO American General Distributors |
Wilmington Trust Retirement and | ||
V S R Financial Services, Inc. |
Wachovia |
Institutional Services Company |
||
VALIC |
Waddell & Reed, Inc. |
Woodbury Financial Services, Inc. | ||
Vanguard Marketing Corp. |
Wadsworth Investment Co., Inc. | Xerox HR Solutions LLC | ||
Vining Sparks IBG, LP |
Wall Street Financial Group, Inc. | Zions Bank | ||
VLP Corporate Services LLC |
Waterstone Financial Group, Inc. |
Zurich American Life Insurance Company |
||
VOYA |
Wells Fargo |
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 offering price per share of the Funds is $1.00. There can be no assurance that a Fund will be able to maintain a stable net asset value of $1.00 per share.
The Board has established procedures, in accordance with Rule 2a-7 under the 1940 Act, designed to stabilize each Funds net asset value per share at $1.00, to the extent reasonably possible. Such procedures include review of portfolio holdings by the Trustees at such intervals as they may deem appropriate. The reviews are used to determine whether net asset value, calculated by using available market quotations, deviates from $1.00 per share and, if so, whether such deviation may result in material dilution or is otherwise unfair to investors or existing shareholders. In the event the trustees determine that a material deviation exists, they intend to take such corrective action as they deem necessary and appropriate. Such actions may include selling portfolio securities prior to maturity in order to realize capital gains or losses or to shorten average portfolio maturity, withholding dividends, redeeming shares in kind, or establishing a net asset value per share by using available market quotations. When available market quotations are used to establish net asset value, the net asset value could possibly be more or less than $1.00 per share. The Funds intend to comply with any amendments made to Rule 2a-7 promulgated under the 1940 Act which may require corresponding changes in the Funds procedures which are designed to stabilize each Funds price per share at $1.00.
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Under the amortized cost method, each investment is valued at its cost and thereafter any discount or premium is amortized on a constant basis to maturity. Although this method provides certainty of valuation, it may result in periods in which the amortized cost value of a Funds investments is higher or lower than the price that would be received if the investments were sold.
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. 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
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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.
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.
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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.
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 |
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a (1) |
(a) Amended and Restated Agreement and Declaration of Trust of Registrant dated September 14, 2005. (10) |
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(b) Amendment No. 1, dated May 24, 2006, to Amended and Restated Agreement and Declaration of Trust of Registrant, adopted effective September 14, 2005. (12) |
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(c) Amendment No. 2, dated July 5, 2006, to Amended and Restated Agreement and Declaration of Trust of Registrant, adopted effective September 14, 2005. (12) |
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(d) Amendment No. 3, dated May 1, 2008, to Amended and Restated Agreement and Declaration of Trust of Registrant, adopted effective September 14, 2005. (16) |
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(e) Amendment No. 4, dated April 30, 2010, to Amended and Restated Agreement and Declaration of Trust of Registrant, adopted effective September 14, 2005. (18) |
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(f) Amendment No. 5, dated June 15, 2010, to Amended and Restated Agreement and Declaration of Trust of Registrant, adopted effective September 14, 2005. (18) |
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(g) Amendment No. 6, dated April 1, 2011, to Amended and Restated Agreement and Declaration of Trust of Registrant, adopted effective September 14, 2005. (20) |
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b (1) |
(a) Amended and Restated Bylaws of Registrant adopted effective September 14, 2005. (10) |
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(b) Amendment No. 1, dated August 1, 2006, to Amended and Restated Bylaws of Registrant. (12) |
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(c) Amendment No. 2, dated March 23, 2007, to Amended and Restated Bylaws of Registrant. (14) |
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(d) Amendment No. 3, dated January 1, 2008, to Amended and Restated Bylaws of Registrant. (15) |
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(e) Amendment No. 4, dated April 30, 2010, to Amended and Restated Bylaws of Registrant. (18) |
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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 Bylaws, as amended, define rights of holders of shares. |
|
d (1) |
(a) Master Investment Advisory Agreement, dated November 25, 2003, between Registrant and A I M Advisors, Inc. with respect to INVESCO Treasurers Money Market Reserve Fund and INVESCO Treasurers Tax-Exempt Reserve Fund. (7) |
|
(b) Amendment No. 1, dated October 15, 2004, to the Master Investment Advisory Agreement between Registrant and A I M Advisors, Inc. with respect to INVESCO Treasurers Money Market Reserve Fund and INVESCO Treasurers Tax-Exempt Reserve Fund. (7) |
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(c) Amendment No. 2, dated February 25, 2005, to the Master Investment Advisory Agreement between Registrant and A I M Advisors, Inc. with respect to Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio. (10) |
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(d) Amendment No. 3, dated January 1, 2010, to the Master Investment Advisory Agreement between Registrant and Invesco Advisers, Inc. with respect to Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio. (18) |
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(e) Amendment No. 4, dated April 30, 2010, to the Master Investment Advisory Agreement between Registrant and Invesco Advisers, Inc. with respect to Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio. (18) |
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(2) |
(a) Master Intergroup Sub-Advisory Contract for Mutual Funds, dated May 1, 2008, between Invesco Aim Advisors, Inc., on behalf of Registrant, and each of Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Limited, Invesco Australia Limited, Invesco Global Asset Management (N.A.), Inc., Invesco Hong Kong Limited, Invesco Institutional (N.A.), Inc., Invesco Senior Secured Management, Inc. and AIM Funds Management Inc. (16) |
|
(b) Amendment No. 1, dated January 1, 2010, 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 Ltd., Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, 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. (18) |
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(c) Amendment No. 2, dated April 30, 2010, Master Intergroup Sub-Advisory Contract for Mutual Funds, dated May 1, 2008, between Invesco Advisers, Inc., on behalf of Registrant, and each of Invesco Trimark Ltd., Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Limited, Invesco Australia Limited, Invesco Hong Kong Limited, and Invesco Senior Secured Management, Inc. (18) |
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e (1) |
Underwriting Agreement, dated December 7, 2007, between Registrant and A I M Distributors, Inc., with respect to Institutional Class Shares of Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio. (14) |
|
(2) |
(a) First Restated Master Distribution Agreement, dated 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 AIM Distributors. (12) |
|
(b) Amendment No. 1, dated December 8, 2006, to the First Restated Master Distribution Agreement (all classes of shares except Class B shares). (14) |
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(c) Amendment No. 2, dated January 31, 2007, to the First Restated Master Distribution Agreement (all classes of shares except Class B shares). (14) |
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(d) Amendment No. 3, dated February 28, 2007, to the First Restated Master Distribution Agreement (all classes of shares except Class B shares). (14) |
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(e) Amendment No. 4, dated March 9, 2007, to the First Restated Master Distribution Agreement (all classes of shares except Class B shares). (14) |
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(f) Amendment No. 5, dated April 23, 2007, to the First Restated Master Distribution Agreement (all classes of shares except Class B shares). (14) |
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(g) Amendment No. 6, dated September 28, 2007, to the First Restated Master Distribution Agreement (all classes of shares except Class B shares). (14) |
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(h) Amendment No. 7, dated December 20, 2007, to the First Restated Master Distribution Agreement (all classes of shares except Class B shares). (15) |
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(i) Amendment No. 8, dated April 28, 2008, to the First Restated Master Distribution Agreement (all classes of shares except Class B shares). (16) |
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(j) Amendment No. 9, dated April 30, 2008, to the First Restated Master Distribution Agreement (all classes of shares except Class B shares). (16) |
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(k) Amendment No. 10, dated May 1, 2008, to the First Restated Master Distribution Agreement (all classes of shares except Class B shares). (16) |
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(l) Amendment No. 11, dated July 24, 2008, to the First Restated Master Distribution Agreement (all classes of shares except Class B shares). (16) |
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(m) Amendment No. 12, dated October 3, 2008, to the First Restated Master Distribution Agreement (all classes of shares except Class B shares). (16) |
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(n) Amendment No. 13, dated May 29, 2009, to the First Restated Master Distribution Agreement (all classes of shares except Class B shares). (17) |
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(o) Amendment No. 14, dated June 2, 2009, to the First Restated Master Distribution Agreement (all classes of shares except Class B shares). (17) |
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(p) Amendment No. 15, dated July 14, 2009, to the First Restated Master Distribution Agreement (all classes of shares except Class B shares). (17) |
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(q) Amendment No. 16, dated September 24, 2009, to the First Restated Master Distribution Agreement (all classes of shares except Class B shares). (17) |
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(r) Amendment No. 17, dated November 4, 2009, to the First Restated Master Distribution Agreement (all classes of shares except Class B shares). (18) |
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(s) Amendment No. 18, dated February 1, 2010, to the First Restated Master Distribution Agreement (all classes of shares except Class B shares). (18) |
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(t) Amendment No. 19, dated February 12, 2010, to the First Restated Master Distribution Agreement (all classes of shares except Class B and Class B5 shares). (18) |
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(u) Amendment No. 20, dated February 12, 2010, to the First Restated Master Distribution Agreement (all classes of shares except Class B and Class B5 shares). (18) |
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(v) Amendment No. 21, dated April 30, 2010, to the First Restated Master Distribution Agreement (all classes of shares except Class B and Class B5 shares). (18) |
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(w) Amendment No. 22, dated June 14, 2010, to the First Restated Master Distribution Agreement (all classes of shares except Class B and Class B5 shares). (18) |
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(x) Amendment No. 23, dated October 29, 2010, to the First Restated Master Distribution Agreement (all classes of shares except Class B and Class B5 shares). (19) |
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(y) Amendment No. 24, dated November 29, 2010, to the First Restated Master Distribution Agreement (all classes of shares except Class B and Class B5 shares). (19) |
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(z) Amendment No. 25, dated December 22, 2010, to the First Restated Master Distribution Agreement (all classes of shares except Class B and Class B5 shares). (19) |
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(aa) Amendment No. 26, dated May 23, 2011, to the First Restated Master Distribution Agreement (all classes of shares except Class B and Class B5 shares). (20) |
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(bb) Amendment No. 27, dated May 31, 2011, to the First Restated Master Distribution Agreement (all classes of shares except Class B and Class B5 shares). (20) |
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(cc) Amendment No. 28, dated June 6, 2011, to the First Restated Master Distribution Agreement (all classes of shares except Class B and Class B5 shares). (20) |
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(dd) Amendment No. 29, dated December 14, 2011, to the First Restated Master Distribution Agreement (all classes of shares except Class B and Class B5 shares). (20) |
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(ee) Amendment No. 30, dated December 19, 2011, to the First Restated Master Distribution Agreement (all classes of shares except Class B and Class B5 shares). (21) |
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(ff) Amendment No. 31, dated December 27, 2011, to the First Restated Master Distribution Agreement (all classes of shares except Class B and Class B5 shares). (21) |
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(gg) Amendment No. 32, dated July 30, 2012, to the First Restated Master Distribution Agreement (all classes of shares except Class B and Class B5 shares). (21) |
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(hh) Amendment No. 33, dated September 24, 2012, to the First Restated Master Distribution Agreement (all classes of shares except Class B and Class BX shares). (21) |
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(ii) Amendment No. 34, dated September 25, 2012, to the First Restated Master Distribution Agreement (all classes of shares except Class B and Class BX shares). (21) |
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(jj) Amendment No. 35, dated January 18, 2013, to the First Restated Master Distribution Agreement (all classes of shares except Class B and Class BX shares). (21) |
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(kk) Amendment No. 36, dated February 25, 2013, to the First Restated Master Distribution Agreement (all classes of shares except Class B and Class BX shares). (22) |
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(ll) Amendment No. 37, dated February 26, 2013, to the First Restated Master istribution Agreement (all classes of shares except Class B and Class BX shares). (22) |
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(mm) Amendment No. 38, dated June 28, 2013, to the First Restated Master Distribution Agreement (all classes of shares except Class B and Class BX shares). (22) |
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(nn) Amendment No. 39, dated July 31, 2013, to the First Restated Master Distribution Agreement (all classes of shares except Class B and Class BX shares). (22) |
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(oo) Amendment No. 40, dated August 28, 2013, to the First Restated Master Distribution Agreement (all classes of shares except Class B and Class BX shares). (22) |
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(pp) Amendment No. 41, dated August 29, 2013, to the First Restated Master Distribution Agreement (all classes of shares except Class B and Class BX shares). (22) |
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(qq) Amendment No. 42, dated December 16, 2013, to the First Restated Master Distribution Agreement (all classes of shares except Class B and Class BX shares). (22) |
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(rr) Amendment No. 43, dated December 16, 2013, to the First Restated Master Distribution Agreement (all classes of shares except Class B and Class BX shares). (23) |
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(ss) Amendment No. 44, dated April 22, 2014, to the First Restated Master Distribution Agreement (all classes of shares except Class B and Class BX shares). (23) |
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(3) |
(a) Master Distribution Agreement dated July 1, 2014 between Registrant and Invesco Distributors, Inc. (23) |
|
(b) Amendment No. 1, dated October 14, 2014, to the Master Distribution Agreement between Registrant and Invesco Distributors, Inc. (23) |
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(4) |
Form of Selected Dealer Agreement between Invesco Aim Distributors, Inc. and selected dealers. (17) |
|
(5) |
Form of Bank Selling Group Agreement between Invesco Aim Distributors, Inc. and banks. (17) |
|
f (1) |
Form of Invesco Funds Retirement Plan for Eligible Directors/Trustees, as approved by the Board of Directors/Trustees on December 31, 2013. (2 3 ) |
|
(2) |
Form of Invesco Funds Trustee Deferred Compensation Agreement for Registrants Non-Affiliated Directors, as approved by the Board of Directors/Trustees on December 31, 2010. (20) |
|
g (1) |
(a) Custody Agreement between Registrant and The Bank of New York, dated December 8, 2003. (7) |
|
(b) Amendment No. 1, dated May 31, 2005, to the Custody Agreement between Registrant and The Bank of New York, dated December 8, 2003. (12) |
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(2) |
Agreement among JPMorgan Chase Bank, N.A., The Bank of New York, A I M Investment Services, Inc. and Registrant, dated June 20, 2005. (11) |
|
h (1) |
(a) Amended and Restated Transfer Agency Agreement, dated February 25, 2005, between Registrant and AIM Investment Services, Inc. with respect to Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio. (7) |
|
(b) Amendment No. 1, dated July 1, 2005, to the Amended and Restated Transfer Agency Agreement between Registrant and AIM Investment Services, Inc. (11) |
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(2) |
(a) Second Amended and Restated Master Administrative Services Agreement, dated July 1, 2006, between Registrant and A I M Advisors, Inc. (12) |
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(b) Amendment No. 1, dated January 1, 2010, to the Second Amended and Restated Master Administrative Services Agreement between Registrant and Invesco Advisers, Inc. (18) |
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(c) Amendment No. 2, dated, April 30, 2010, to the Second Amended and Restated Master Administrative Services Agreement between Registrant and Invesco Advisers, Inc. (18) |
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(d) Amendment No. 3, dated July 1, 2012, to the Second Amended and Restated Master Administrative Services Agreement between Registrant and Invesco Advisers, Inc. (21) |
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(3) |
Eighth Amended and Restated Memorandum of Agreement, regarding securities lending, dated July 1, 2014, between Registrant, on behalf of all Funds, and Invesco Advisers, Inc. (2 3 ) |
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(4) |
Memorandum of Agreement, regarding fee waivers, dated December 3, 2014, between Registrant, on behalf of Premier Portfolio and Premier U.S. Government Money Portfolio and Invesco Advisers, Inc. (2 3 ) |
|
(5) |
Third Amended and Restated Interfund Loan Agreement, dated December 30, 2005, between Registrant and A I M Advisors, Inc. (13) |
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(1) | Incorporated by reference to PEA No. 31 to the registration statement filed on August 28, 2003. |
(2) | Incorporated by reference to PEA No. 30 to the registration statement filed on August 27, 2003. (Identical except for the name of the Registrant (AIM Treasurers Series Trust) and the date.) |
(3) | Incorporated by reference to PEA No. 47 to the Registration Statement of INVESCO Money Market Funds, Inc. filed on August 12, 2003. (Identical except for the name of the Registrant (AIM Treasurers Series Trust) and the date.) |
(4) | Incorporated by reference to the Registration Statements on Form N-14 of AIM Investment Securities Funds and AIM Tax-Exempt Funds filed on August 13, 2003. |
(5) | Incorporated by reference to PEA No. 77 to the Registration Statement of AIM Equity Funds filed on July 7, 2003. |
(6) | Incorporated by reference to PEA No. 32 to the Registration Statement filed on October 30, 2003. |
(7) | Incorporated by reference to PEA No. 34 to the Registration Statement filed on December 2, 2004. |
(8) | Incorporated by reference to PEA No. 35 to the Registration Statement filed on December 23, 2004. |
(9) | Incorporated by reference to PEA No. 36 to the Registration Statement filed on December 23, 2004. |
(10) | Incorporated by reference to PEA No. 37 to the Registration Statement filed on October 19, 2005. |
(11) | Incorporated by reference to PEA No. 38 to the Registration Statement filed on December 19, 2005. |
(12) | Incorporated by reference to PEA No. 39 to the Registration Statement filed on October 13, 2006. |
(13) | Incorporated by reference to PEA No. 40 to the Registration Statement filed on December 14, 2006. |
(14) | Incorporated by reference to PEA No. 41 to the Registration Statement filed on December 18, 2007. |
(15) | Incorporated by reference to PEA No. 42 to the Registration Statement filed on February 15, 2008. |
(16) | Incorporated by reference to PEA No. 43 to the Registration Statement filed on February 17, 2008. |
(17) | Incorporated by reference to PEA No. 44 to the Registration Statement filed on December 3, 2009. |
(18) | Incorporated by reference to PEA No. 45 to the Registration Statement filed on October 15, 2010. |
(19) | Incorporated by reference to PEA No. 47 to the Registration Statement filed on December 21, 2010. |
(20) | Incorporated by reference to PEA No. 48 to the Registration Statement filed on December 14, 2011. |
(21) | Incorporated by reference to PEA No. 50 to the Registration Statement filed on December 18, 2012. |
(22) | Incorporated by reference to PEA No. 52 to the Registration Statement filed on December 17, 2013 |
(23) | Filed herewith electronically. |
Item 29. | Persons Controlled by or Under Common Control With the Fund |
No person is presently controlled by or under common control with the Trust.
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 23(a) and (b) above. Under the Amended and Restated Agreement and Declaration of Trust effective as of September 14, 2005, as amended, (i) Trustees or officers, when acting in such capacity, shall not be personally liable for any act, omission or obligation of the Registrant or any Trustee or officer except by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office with the Trust; (ii) every Trustee, officer, employee or agent of the Registrant shall be indemnified to the fullest extent permitted under the Delaware Statutory Trust act, the Registrants Bylaws and other applicable law; (iii) in case any shareholder or former shareholder of the Registrant shall be held to be personally liable solely by reason of his being or having been a shareholder of the Registrant or any portfolio or class and not because of his acts or omissions or for some other reason, the shareholder or former shareholder (or his heirs, executors, administrators or other legal representatives, or, in the case of a corporation or other entity, its corporate or general successor) shall be entitled, out of the assets belonging to the applicable portfolio (or allocable to the applicable class), to be held harmless from and indemnified against all loss and expense arising from such liability in accordance with the Bylaws and applicable law. The Registrant, on behalf of the affected portfolio (or class), shall upon request by the shareholder, assume the defense of any such claim made against the shareholder for any act or obligation of that portfolio (or class).
The Registrant and other investment companies and their respective officers and trustees are insured under a joint Mutual Fund Directors and Officers Liability Policy, issued by ICI Mutual Insurance Company and certain other domestic insurers with limits up to $80,000,000 (plus an additional $20,000,000 limit that applies to independent directors/trustees only).
C-7
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 or any of its officers, directors or employees, that Invesco Advisers shall not be subject to liability to the Registrant or to any series of the Registrant, or to any shareholder of any series of the Registrant for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security. Any liability of Invesco Advisers to any series of the Registrant shall not automatically impart liability on the part of Invesco Advisers to any other series of the Registrant. No series of the Registrant shall be liable for the obligations of any other series of the Registrant.
Section 9 of the Master Intergroup Sub-Advisory Contract for Mutual Funds (the Sub-Advisory Contract) between Invesco on behalf of Registrant, and each 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. and Invesco Canada Ltd. (each a Sub-Adviser, collectively the Sub-Advisers) provides that the Sub-Adviser shall not be liable for any costs or liabilities arising from any error of judgment or mistake of law or any loss suffered by any series of the Registrant or the Registrant in connection with the matters to which the Sub-Advisory Contract relates except a loss resulting from willful misfeasance, bad faith or gross negligence on the part of the Sub-Adviser in the performance by the Sub-Adviser of its duties or from reckless disregard by the Sub-Adviser of its obligations and duties under the Sub-Advisory Contract.
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 Invescos directors and officers is with Invesco 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. and Invesco Canada Ltd. (each a Sub-Adviser, collectively the Sub-Advisers) reference is made to Form ADV filed under the Investment Advisers Act of 1940 by each Sub-Adviser herein incorporated by reference. Reference is also made to the caption Fund Management The Adviser in the Prospectus, which comprises Part A of the Registration Statement, and to the caption Management of the Trust of the Statement of Additional Information which comprises Part B of the Registration Statement, and to Item 27(b) of this Part C.
C-8
Item 32. | Principal Underwriters |
(a) | Invesco Distributors, Inc., the Registrants principal underwriter, also acts as principal underwriter to the following investment companies: |
AIM Counselor Series Trust (Invesco Counselor Series Trust)
AIM Equity Funds (Invesco Equity Funds)
AIM Funds Group (Invesco Funds Group)
AIM Growth Series (Invesco Growth Series)
AIM International Mutual Funds (Invesco International Mutual Funds)
AIM Investment Funds (Invesco Investment Funds)
AIM Investment Securities Funds (Invesco Investment Securities Funds)
AIM Sector Funds (Invesco Sector Funds)
AIM Tax-Exempt Fund (Invesco Tax-Exempt Funds)
AIM Variable Insurance Funds (Invesco Variable Insurance Funds)
Invesco Management Trust
Invesco Senior Loan Fund
PowerShares Actively Managed Exchange-Traded Commodity Fund Trust
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-9
(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 Invesco Distributors, Inc. |
Positions and Offices with Registrant |
||
Robert C. Brooks | Director | None | ||
Peter S. Gallagher | Director and President | Assistant Vice President | ||
Andrew Schlossberg | Director | Assistant Vice President | ||
Eric P. Johnson | Executive Vice President | None | ||
Karen Dunn Kelley | Executive Vice President | Principal Executive Officer and President | ||
Gursh Kundan | Executive Vice President | None | ||
Ben Utt | Executive Vice President | None | ||
Dan Draper | Senior 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 | None | ||
Gary K. Wendler | Senior Vice President | Assistant Vice President | ||
John M. Zerr | Senior Vice President and Secretary | Senior Vice President, Chief Legal Officer and Secretary | ||
Annette Lege | Chief Financial Officer and Treasurer | None | ||
Miranda OKeefe | Senior Vice President and Chief Compliance 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. |
Item 33. | Location of Accounts and Records |
Invesco Advisers, Inc., 1555 Peachtree Street, N.E., Atlanta, GA 30309, maintains 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 300, Louisville, Kentucky 40202, and except for those relating to certain transactions in portfolio securities that are maintained by the Registrants Custodian, The Bank of New York Mellon, 2 Hanson Place, Brooklyn, New York 11217-1431, 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 Ltd.
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
Item 34. | Management Services |
Not applicable.
Item 35. | Undertakings |
Not applicable.
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 17th day of December, 2014.
Registrant: | AIM TREASURERS SERIES TRUST | |||||
(INVESCO TREASURERS SERIES TRUST) | ||||||
By: |
/s/ Karen Dunn Kelley |
|||||
Karen Dunn Kelley, 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/ Karen Dunn Kelley (Karen Dunn Kelley) |
President (Principal Executive Officer) |
December 17, 2014 | ||
/s/ David C. Arch* (David C. Arch) |
Trustee | December 17, 2014 | ||
/s/ Frank S. Bayley* (Frank S. Bayley) |
Trustee | December 17, 2014 | ||
/s/ James T. Bunch* (James T. Bunch) |
Trustee | December 17, 2014 | ||
/s/ Bruce L. Crockett* (Bruce L. Crockett) |
Chair & Trustee | December 17, 2014 | ||
/s/ Rodney Dammeyer* (Rod Dammeyer) |
Trustee | December 17, 2014 | ||
/s/ Albert R. Dowden* (Albert R. Dowden) |
Trustee | December 17, 2014 | ||
/s/ Jack M. Fields* (Jack M. Fields) |
Trustee | December 17, 2014 | ||
/s/ Martin L. Flanagan* (Martin L. Flanagan) |
Trustee | December 17, 2014 | ||
/s/ Prema Mathai-Davis* (Prema Mathai-Davis) |
Trustee | December 17, 2014 | ||
/s/ Larry Soll* (Larry Soll) |
Trustee | December 17, 2014 |
/s/ Hugo F. Sonnenschein* (Hugo F. Sonnenschein) |
Trustee | December 17, 2014 | ||
/s/ Raymond Stickel, Jr.* (Raymond Stickel, Jr.) |
Trustee | December 17, 2014 | ||
/s/ Wayne W. Whalen* (Wayne W. Whalen) |
Trustee | December 17, 2014 | ||
/s/ Suzanne H. Woolsey* (Suzanne H. Woolsey) |
Trustee | December 17, 2014 | ||
/s/ Sheri Morris (Sheri Morris) |
Vice President & Treasurer (Principal Financial and Accounting Officer) |
December 17, 2014 |
*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 |
|
e (2)(rr) | Amendment No. 43, dated December 16, 2013, to the First Restated Master Distribution Agreement (all classes of shares except Class B and Class BX shares) | |
e (2)(ss) | Amendment No. 44, dated April 22, 2014, to the First Restated Master Distribution Agreement (all classes of shares except Class B and Class BX shares) | |
e (3)(a) | Master Distribution Agreement dated July 1, 2014 between Registrant and Invesco Distributors, Inc. | |
e (3)(b) | Amendment No. 1, dated October 14, 2014, to the Master Distribution Agreement between Registrant and Invesco Distributors, Inc. | |
f (1) | Form of Invesco Funds Retirement Plan for Eligible Directors/Trustees, as approved by the Board of Directors/Trustees on December 31, 2013 | |
h (3) | Eighth Amended and Restated Memorandum of Agreement, regarding securities lending, dated July 1, 2014, between Registrant, on behalf of all Funds, and Invesco Advisers, Inc. | |
h (4) | Memorandum of Agreement, regarding fee waivers, dated December 3, 2014, between Registrant, on behalf of Premier Portfolio and Premier U.S. Government Money Portfolio and Invesco Advisers, Inc. | |
j (1) | Consent of Stradley Ronon Stevens & Young, LLC | |
j (2) | Consent of PricewaterhouseCoopers LLP | |
p (1) | Invesco Advisers, Inc. Code of Ethics, amended January 1, 2014, relating to Invesco Advisers, Inc. and any of its subsidiaries | |
p (3) | Invesco Ltd. Code of Conduct, dated October 2012, relating to Invesco Asset Management (Japan) Limited Code of Ethics | |
p (4) | Invesco Staff Ethics and Personal Share Dealing, Invesco Hong Kong Limited Code of Ethics and Invesco Hong Kong Limited Policy on Gifts and Entertainment dated February 2014, relating to Invesco Hong Kong Limited | |
p (5) | Invesco Ltd. Code of Conduct, revised October 2012; Policy No. D-6 Gifts and Entertainment, revised July 2013, and Policy No. D-7 Personal Trading Policy, revised May 2013, together the Code of Ethics relating to Invesco Canada Ltd. | |
p (6) | Invesco Continental Europe Code of Ethics dated 2013, relating to Invesco Asset Management Deutschland (GmbH) | |
p (7) | Invesco Ltd. Code of Conduct, revised October 2012, relating to Invesco Australia Limited | |
p (8) | Invesco Senior Secured Management Code of Ethics Policy, revised March 4, 2014 and Invesco Advisers, Inc. Code of Ethics, amended January 1, 2014 |
INDEX | ||
Exhibit Number |
Description |
|
q | Powers of Attorney for Arch, Bayley, Bunch, Crockett, Dammeyer, Dowden, Fields, Flanagan, Mathai-Davis, Soll, Sonnenschein, Stickel, Taylor, Whalen and Woolsey |
AMENDMENT NO. 43
TO THE
FIRST RESTATED
MASTER DISTRIBUTION AGREEMENT
(ALL CLASSES OF SHARES EXCEPT CLASS B AND CLASS BX SHARES)
This Amendment, dated as of December 30, 2013, 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 remove Invesco Disciplined Equity 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 | ||
Class R5 |
2
3
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 | ||
Class C | ||
Class CX | ||
Class R | ||
Class RX | ||
Class Y | ||
Class R5 | ||
Class R6 | ||
Invesco Convertible Securities Fund | Class A | |
Class C |
4
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 | ||
Class R5 | ||
Invesco Conservative Allocation Fund | Class A | |
Class C | ||
Class R | ||
Class S | ||
Class Y | ||
Class R5 |
5
6
7
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 Global Health Care Fund | Class A | |
Class C | ||
Class Y | ||
Investor Class | ||
Invesco Global Market Neutral Fund | Class A | |
Class C | ||
Class R | ||
Class Y | ||
Class R5 | ||
Class R6 | ||
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 |
8
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 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 | ||
Class Y | ||
Class R5 | ||
Class R6 | ||
Invesco Endeavor 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 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 |
9
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 | ||
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 |
10
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 | ||
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 |
11
12
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
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.
7
(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.
9
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 |
12
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
13
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 Treasurers Series Trust
Premier Portfolio
Premier Tax-Exempt Portfolio
Premier U.S. Government Money Portfolio
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
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. 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
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: | /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 |
5
INVESCO FUNDS
RETIREMENT PLAN FOR ELIGIBLE
DIRECTORS/TRUSTEES
Effective as of March 8, 1994
As Restated September 18, 1995
As Restated March 7, 2000
As Restated October 1, 2001
As Amended and Restated as of January 1, 2005
As Amended and Restated as of January 1, 2008
As Amended and Restated as of January 1, 2009
As Amended and Restated as of June 1, 2010
As Amended and Restated as of December 31, 2013
LIBB/1815528.6 |
TABLE OF CONTENTS
ARTICLE I - DEFINITION OF TERMS AND CONSTRUCTION |
1 | |||||
1.1 |
Definitions. |
1 | ||||
1.2 |
Plurals and Gender. |
3 | ||||
1.3 |
Directors/Trustees. |
3 | ||||
1.4 |
Headings. |
3 | ||||
1.5 |
Severability. |
4 | ||||
ARTICLE II - PARTICIPATION |
4 | |||||
2.1 |
Commencement of Participation. |
4 | ||||
2.2 |
Termination of Participation. |
4 | ||||
ARTICLE III - RETIREMENT BENEFITS |
4 | |||||
3.1 |
Amount and Terms. |
4 | ||||
3.2 |
Forfeiture. |
4 | ||||
3.3 |
Payment After Participants Death. |
5 | ||||
3.4 |
Payment While Serving as Director. |
5 | ||||
3.5 |
Benefits Calculated in the Aggregate for all of the Invesco Funds. |
5 | ||||
3.6 |
Subsequent Changes in Time and Form of Payment. |
5 | ||||
ARTICLE IV - SUSPENSION OF BENEFITS |
5 | |||||
4.1 |
No Suspension of Benefits Upon Resumption of Service. |
5 | ||||
ARTICLE V - MAINTENANCE OF RETIREMENT ACCOUNTS; VALUATION |
6 | |||||
5.1 |
Retirement Accounts. |
6 | ||||
5.2 |
Valuation. |
6 | ||||
5.3 |
Deemed Investment of Retirement Account Balances. |
6 | ||||
ARTICLE VI - ADMINISTRATOR |
7 | |||||
6.1 |
Appointment of Administrator. |
7 | ||||
6.2 |
Powers and Duties of Administrator. |
7 | ||||
6.3 |
Action by Administrator. |
8 | ||||
6.4 |
Participation by Administrator. |
8 | ||||
6.5 |
Payment of Benefits. |
8 | ||||
6.6 |
Agents and Expenses. |
8 | ||||
6.7 |
Allocation of Duties. |
9 | ||||
6.8 |
Delegation of Duties. |
9 | ||||
6.9 |
Administrators Action Conclusive. |
9 | ||||
6.10 |
Records and Reports. |
9 | ||||
6.11 |
Information from the Invesco Funds. |
9 | ||||
6.12 |
Reservation of Rights by Boards of Directors. |
9 | ||||
6.13 |
Liability and Indemnification. |
9 | ||||
ARTICLE VII - AMENDMENTS AND TERMINATION |
10 | |||||
7.1 |
Amendments. |
10 | ||||
7.2 |
Termination. |
10 | ||||
ARTICLE VIII - MISCELLANEOUS. |
10 | |||||
8.1 |
Rights of Creditors. |
10 | ||||
8.2 |
Liability Limited. |
11 |
i | ||||
LIBB/1815528.6 |
8.3 |
Incapacity. |
11 | ||||
8.4 |
Cooperation of Parties. |
11 | ||||
8.5 |
Governing Law. |
11 | ||||
8.6 |
No Guarantee of Director Status. |
12 | ||||
8.7 |
Counsel. |
12 | ||||
8.8 |
Spendthrift Provision. |
12 | ||||
8.9 |
Forfeiture for Cause. |
12 | ||||
ARTICLE IX - CLAIMS PROCEDURE |
12 | |||||
9.1 |
Notice of Denial. |
12 | ||||
9.2 |
Right to Reconsideration. |
13 | ||||
9.3 |
Review of Documents. |
13 | ||||
9.4 |
Decision by Administrator. |
13 | ||||
9.5 |
Notice by Administrator. |
13 | ||||
Appendix A Invesco Funds |
14 | |||||
Appendix B Amount of Benefit Post-December 31, 2005 and Pre-December 31, 2013 |
16 | |||||
Appendix B-1 Amount of Benefit VK Participants Pre-December 31, 2013 |
19 | |||||
Appendix C Amount of Benefit Pre-January 1, 2006 |
21 | |||||
Appendix D Amount of Benefit Post-December 30, 2013 |
22 | |||||
Appendix D-1 Amount of Benefit VK Participants Post-December 30, 2013 |
24 | |||||
Appendix E Retirement Account Beginning Balance (December 31, 2013) |
26 |
ii | ||||
LIBB/1815528.6 |
PREAMBLE
Effective as of March 8, 1994, the registered investment companies managed, advised, administered and/or distributed by Invesco Advisers, Inc., (then managed, advised, administered and/or distributed by A I M Advisors, Inc.) or its affiliates adopted the INVESCO FUNDS RETIREMENT PLAN FOR ELIGIBLE DIRECTORS/TRUSTEES (then known as the AIM FUNDS RETIREMENT PLAN FOR ELIGIBLE DIRECTORS/TRUSTEES) (the Plan) for the benefit of each of the directors and trustees of each of the Invesco Funds who is not an employee of any of the Invesco Funds, Invesco Management Group Inc. or any of their affiliates. As this Plan does not benefit any employees of the Invesco Funds, it is not an employee benefit plan within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended.
Effective January 1, 2005 this Plan became subject to the provisions of section 409A of the Internal Revenue Code of 1986, as amended (Code), and was amended and restated to comply with section 409A of the Code and Treasury regulations thereunder (together, section 409A) and to make certain design changes, as approved by the Board of Directors in December, 2005, December, 2008, December 2010 and December 2011.
Effective as of December 31, 2013, this Plan is converted to a defined contribution plan solely with respect to directors and trustees serving on the Board of Directors on December 31, 2013, as approved by the Board of Directors in October, 2013.
ARTICLE I - DEFINITION OF TERMS AND CONSTRUCTION
1.1 | Definitions. |
Unless a different meaning is plainly implied by the context, the following terms as used in this Plan shall have the following meanings:
(a) Accrued Benefit shall mean, as of any date prior to a Directors Retirement date, his Retirement Benefit commencing on such Retirement date, but based upon his Compensation and Years of Service computed as of such date of determination.
(b) Administrator shall mean the administrative committee provided for in Article VI.
(c) Board of Directors shall mean the Board of Directors or Board of Trustees of each of the Invesco Funds.
(d) Compensation shall mean, for any Director, the amount of the retainer paid or accrued by the Invesco Funds for such Director during the twelve month period immediately preceding the Directors termination of his Service, including retainer amounts deferred under a separate agreement between the Invesco Funds and the Director. Compensation shall not include amounts paid as Board meeting fees or additional compensation paid for service as Chair of the Board or as Chair or Vice Chair of certain committees. The amount of such retainer Compensation shall be as determined by the Administrator.
1 | ||||
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(e) Director shall mean an individual who is a director or trustee of one or more of the Invesco Funds which have adopted their version of this Plan but who is not an employee of any of the Invesco Funds, Invesco Management Group Inc. or any of their affiliates.
(f) Disabled shall mean the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, determined in accordance with section 409A.
(g) Effective Date of the Plan (as amended and restated herein) shall mean as of December 31, 2013. Except as provided in Appendix B, Appendix B-1, Appendix C, Appendix D and Appendix D-1, the terms of the Plan as in effect when the Participant terminates Service shall determine the amount, form and timing of his Retirement Benefits.
(h) Fund shall mean an Invesco Fund that has adopted the Plan.
(i) Invesco Funds shall mean those registered investment companies, or series thereof, managed, advised, administered or distributed by Invesco Advisers, Inc. or its affiliates, set forth on Appendix A hereto (including predecessors in interest and successors in interest), as such Appendix may be amended from time to time.
(j) Participant shall mean a Director who is included in this Plan as provided in Article II hereof.
(k) Plan shall mean the Invesco Funds Retirement Plan for Eligible Directors/Trustees as described herein or as hereafter amended from time to time, which shall constitute a separate arrangement, using one document, for each Fund.
(l) Plan Year shall mean the calendar year.
(m) Removal for Cause shall mean the removal of a Director by the Directors of the Invesco Funds or by shareholders due to such Directors willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of the office of Director.
(n) Retirement Account shall mean the bookkeeping account maintained for each Director serving on the Boards of Directors on December 31, 2013, which shall have a beginning balance in an amount set forth in Appendix E and shall be adjusted for credits and debits thereto after December 31, 2013.
(o) Retirement Benefit shall mean the benefit described under Section 3.1 hereof.
(p) Service shall mean an individuals serving as a Director of one or more of the Funds. Furthermore, any unbroken service provided by a Participant (i) to an Invesco Fund immediately prior to its being managed or administered by Invesco Advisers, Inc. (or any of its affiliates) or (ii) to a predecessor of an Invesco Fund immediately prior to its being merged into such Invesco Fund, will be taken into account in determining such Participants Years of Service,
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subject to all restrictions and other forfeiture provisions contained herein. If a Participant whose Service terminates thereafter again becomes a Director, his different periods of Service shall be aggregated for purposes of calculating his Retirement Benefit, except that if a Participants Service terminates prior to his being credited with 5 Years of Service, he shall forfeit all Years of Service completed prior to such termination unless the number of Years of Service he accumulated prior to such termination exceeds the number of years in which he did not serve as a Director.
(q) Valuation Date shall mean the last business day of each calendar year and any other day upon which the Funds make valuation of the Accounts.
(r) VK Participant shall mean a Director who, immediately prior to the closing of the VK Transaction, was a member of the Board of Directors or Board of Trustees of one or more of the registered investment companies then managed by Van Kampen Investments, Inc. or one of its subsidiaries.
(s) VK Participant Service shall mean shall mean an individuals service as a Director of one or more of the Funds, excluding service as a Director prior to June 1, 2010.
(t) VK Transaction shall mean the June 1, 2010 acquisition by Invesco Ltd. of Morgan Stanleys retail asset management business.
(u) Year of Service shall mean a twelve consecutive month period of Service.
(v) Year of VK Participant Service shall mean a twelve consecutive month period of VK Participant Service.
1.2 | Plurals and Gender. |
Where appearing in this Plan, the masculine gender shall include the feminine and neuter genders, and the singular shall include the plural, and vice versa, unless the context clearly indicates a different meaning.
1.3 | Directors/Trustees. |
Where appropriate, the term director shall refer to trustee, directorship shall refer to trusteeship and Board of Directors shall refer to Board of Trustees.
1.4 | Headings. |
The headings and sub-headings in this Plan are inserted for the convenience of reference only and are to be ignored in any construction of the provisions hereof.
1.5 | Severability. |
In case any provision of this Plan shall be held illegal or void, such illegality or invalidity shall not affect the remaining provisions of this Plan, but shall be fully severable, and this Plan shall be construed and enforced as if said illegal or invalid provisions had never been inserted herein.
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ARTICLE II - PARTICIPATION
2.1 | Commencement of Participation. |
Except in the case of a VK Participant, each Director shall become a Participant hereunder on the date his directorship of one or more of the Funds commences; provided that such directorship has commenced by December 1, 2008. No one, other than a VK Participant, shall become a Participant in the Plan after December 1, 2008. A VK Participant shall become a Participant on the date his or her directorship of one or more of the Funds commences or recommences, as applicable, on or after June 1, 2010. Effective as of December 31, 2013, the Plan is converted from a defined benefit plan to a defined contribution plan with respect to Directors serving on the Board of Directors on December 31, 2013. No one shall become a Participant in the Plan after December 31, 2013.
2.2 | Termination of Participation. |
A Director shall remain a Participant until his entire vested Retirement Benefit has been paid to him or on his behalf.
ARTICLE III - RETIREMENT BENEFITS
3.1 | Amount and Terms. |
Participants terminating Service on or after January 1, 2006 and prior to December 31, 2013, other than VK Participants, shall receive a benefit as described in Appendix B. VK Participants terminating Service prior to December 31, 2013 shall receive a benefit as described in Appendix B-1. Participants terminating Service on or before December 31, 2005 shall receive a benefit as described in Appendix C. Participants terminating Service on or after December 31, 2013, other than VK Participants, shall receive a benefit as described in Appendix D. VK Participants terminating Service on or after December 31, 2013 shall receive a benefit as described in Appendix D-1.
3.2 | Forfeiture. |
(a) If a Participants Service terminates on account of Removal for Cause, no Retirement Benefit shall be paid to him or on his behalf, even if such termination occurs after he has completed 5 Years of Service.
(b) Except in the case of a VK Participant, if a Participants Service terminates for any reason without his having been credited with at least 5 Years of Service, neither he nor anyone else on his behalf shall be entitled to a Retirement Benefit.
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3.3 | Payment After Participants Death. |
No benefits will be paid under this Plan with respect to a Participant after his death other than as provided in Appendix B, Appendix B-1, Appendix C, Appendix D or Appendix D-1, as applicable.
3.4 | Payment While Serving as Director. |
Except as provided in Article IV, no benefits will be paid under this Plan to any Participant while such Participant continues in active service as a Director.
3.5 | Benefits Calculated in the Aggregate for all of the Invesco Funds. |
With respect to each Participant, the benefits payable hereunder shall be based on the aggregate Compensation paid by all of the Invesco Funds. Each Funds share of the obligation to provide such benefits shall be determined by use of accounting methods adopted by the Administrator. If a Fund liquidates, and its assets are not assumed by another Fund, or is merged or otherwise reorganized into an acquiring fund that is not an Invesco Fund, such Funds share of the obligation to provide benefits under this Plan, and any cash that has been earmarked for such obligation, shall be assumed by and transferred to the remaining Invesco Funds in amounts determined by use of accounting methods adopted by the Administrator.
3.6 | Subsequent Changes in Time and/or Form of Payment. |
A Participant may elect to change the time and/or form of benefit payment under the Plan if the following conditions are met: (a) the election may not take effect until at least 12 months after the date on which the election is made; (b) except in the case of the Participants death or becoming Disabled, the payment must be deferred for a period of not less than five years from the date such payment would otherwise have been paid (or in the case of installment payments, five years from the date the first payment is scheduled to be paid); and (c) the election must be made not less than 12 months before the date the payment is scheduled to be paid (or in the case of installment payments, 12 months before the date the first payment is scheduled to be paid).
ARTICLE IV - SUSPENSION OF BENEFITS
4.1 | No Suspension of Benefits Upon Resumption of Service. |
If a Participant who has begun receiving Retirement Benefits in accordance with the provisions of Article III resumes Service, his Retirement Benefit shall continue to be paid during the new period of Service, with the following adjustments: (i) the amount of the quarterly payment shall be increased, as appropriate, beginning with the first quarter of each subsequent calendar year to reflect any increase in the Participant Compensation during the prior year (initially as compared with his Compensation when he originally terminated Service), and (ii) the length of the payment period shall be lengthened, but not beyond a total of 16 years, in the case of Participants other than VK Participants, or 10 years in the case of VK Participants, to reflect any additional Years of Service or Years of VK Participant Service, as applicable, earned after recommencement of service as a Director. The foregoing adjustments to Retirement Benefits shall not apply to Participants resuming Service on or after December 31, 2013.
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ARTICLE V - MAINTENANCE OF RETIREMENT ACCOUNTS; VALUATION
5.1 | Retirement Accounts. |
The Funds shall establish a bookkeeping Retirement Account for each Director serving on the Boards of Directors as of December 31, 2013. The beginning balance of each Retirement Account for each such Director is set forth in Appendix E. The Retirement Accounts shall be debited to reflect any distributions from such Accounts. Such debits shall be allocated to the Retirement Accounts as of the date such distributions are made.
5.2 | Valuation. |
As of each Valuation Date, income, gain and loss equivalents (determined as if a Directors Retirement Account is invested in the manner set forth under Section 5.3 below) attributable to the period following the next preceding Valuation Date shall be credited to and/or deducted from the Directors Retirement Account.
5.3 | Deemed Investment of Retirement Account Balances. |
(a) Each Director serving on the Boards of Directors on December 31, 2013 may designate the investment media in which all or part of his Retirement Account shall be deemed to be invested. All investment media shall be registered investment companies managed, advised, administered and/or distributed by Invesco Advisers, Inc. that are not exchange-traded funds. If the Director fails to make a designation of one or more investment media, his Retirement Account shall be deemed invested in a money market fund.
(b) Each such Director shall make one or more deemed investment designations on the Investment Designation Form provided by the Administrator which shall remain effective until another valid direction has been made by the Director as herein provided. The Director may amend his deemed investment designations by giving written direction to the Administrator in such manner and at such time as the Funds may permit, but no more frequently than quarterly on thirty (30) days notice prior to the end of a calendar quarter. A timely change to a Directors deemed investment designations shall become effective as soon as practicable following receipt by the Administrator.
(c) The investment media deemed to be made available to the Director, and any limitations on the maximum or minimum percentages of the Directors Retirement Account that may be invested in any particular medium, shall be the same as from time-to-time communicated to the Director by the Administrator.
(d) Except as provided below, the Directors Retirement Account shall be deemed to be invested in accordance with the Directors investment designations, provided such designations conform to the provisions of this Section 5.3. Notwithstanding the above, the Boards of Directors, in their sole discretion, may disregard a Directors election and determine that his Retirement Account shall be deemed to be invested in a Fund determined by the Boards
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of Directors. If any Fund in which any portion of the Directors Retirement Account is deemed to be invested ceases to exist, such portion of the Directors Retirement Account thereafter shall be deemed to be invested in the successor to such Fund, subject to subsequent deemed investment elections. The Funds shall provide an annual statement to the Director showing such information as is appropriate, including the aggregate amount in the Retirement Account, as of a reasonably current date.
ARTICLE VI - ADMINISTRATOR
6.1 | Appointment of Administrator. |
This Plan shall be administered by the Governance Committees of the Boards of Directors of the Invesco Funds. The members of such committees are not interested persons (within the meaning of Section 2(a)(19) of the Investment Company Act of 1940) of any of the Invesco Funds. The term Administrator as used in this Plan shall refer to the members of such Committees, either individually or collectively, as appropriate.
6.2 | Powers and Duties of Administrator. |
Except as provided below, the Administrator shall have the following duties and responsibilities in connection with the administration of this Plan:
(a) to promulgate and enforce such rules, regulations and procedures as shall be proper for the efficient administration of this Plan;
(b) to determine all questions arising in the administration, interpretation and application of this Plan, including questions of eligibility and of the status and rights of Participants and any other persons hereunder; provided that the Administrator shall interpret and administer the Plan in all respects in accordance with the requirements of section 409A, regardless of whether the applicable provision makes specific reference to section 409A;
(c) to decide any dispute arising hereunder; provided, however, that no Administrator shall participate in any matter involving any questions relating solely to his own participation or benefits under this Plan;
(d) to advise the Boards of Directors of the Invesco Funds regarding the known future need for funds to be available for distribution;
(e) to correct defects, supply omissions and reconcile inconsistencies to the extent necessary to effectuate this Plan and comply with section 409A;
(f) to compute the amount of benefits and other payments which shall be payable to any Participant, surviving spouse or designated beneficiary in accordance with the provisions of this Plan and to determine the person or persons to whom such benefits shall be paid;
(g) to make recommendations to the Boards of Directors of the Invesco Funds with respect to proposed amendments to this Plan;
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(h) to file all reports with government agencies, Participants and other parties as may be required by law, whether such reports are initially the obligation of the Invesco Funds, or this Plan;
(i) to designate from time to time the investment media in which a Directors Retirement Account may be deemed invested; and
(j) to have all such other powers as may be necessary to discharge its duties hereunder.
6.3 | Action by Administrator. |
A majority of the members of the Administrator then serving shall constitute a quorum for the transacting of business related to this Plan. All resolutions or other action taken by the Administrator in connection with this Plan shall be by vote of a majority of those present at such meeting and entitled to vote. Resolutions may be adopted or other action taken without a meeting upon written consent signed by at least a majority of the members. All documents, instruments, orders, requests, directions, instructions and other papers shall be executed on behalf of the Administrator by either the Chairman or any Vice-Chairman of the Administrator, or by any member or agent of the Administrator duly authorized to act on the Administrators behalf.
6.4 | Participation by Administrator. |
No Administrator shall be precluded from becoming a Participant in this Plan if he would be otherwise eligible, but he shall not be entitled to vote or act upon matters or to sign any documents relating specifically to his own participation under this Plan, except when such matters or documents relate to benefits generally. If this disqualification results in the lack of a quorum, then the Boards of Directors, by majority vote of the members of a majority of such Boards of Directors (a Majority Vote), shall appoint a sufficient number of temporary Administrators, who shall serve for the sole purpose of determining such a question.
6.5 | Payment of Benefits. |
Any payment actually made within the applicable grace period under section 409A shall be deemed made on its scheduled payment date for all purposes of the Plan.
6.6 | Agents and Expenses. |
The Administrator may employ agents and provide for such clerical, legal, actuarial, accounting, medical, advisory or other services as it deems necessary to perform its duties under this Plan. The cost of such services and all other expenses incurred by the Administrator in connection with the administration of this Plan shall be allocated to each Fund pursuant to the method utilized under Section 3.5 hereof with respect to costs related to benefit accruals.
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6.7 | Allocation of Duties. |
The duties, powers and responsibilities reserved to the Administrator may be allocated among its members so long as such allocation is pursuant to written procedures adopted by the Administrator, in which case no Administrator shall have any liability, with respect to any duties, powers or responsibilities not allocated to him, for the acts or omissions of any other Administrator.
6.8 | Delegation of Duties. |
The Administrator may delegate any of its duties to employees of Invesco Advisers, Inc. or any of its affiliates or to any other person or firm, provided that the Administrator shall prudently choose such agents and rely in good faith on their actions.
6.9 | Administrators Action Conclusive. |
Any action on matters within the discretion of the Administrator shall be final and conclusive.
6.10 | Records and Reports. |
The Administrator shall maintain adequate records of its actions and proceedings in administering this Plan and shall file all reports and take all other actions as it deems appropriate in order to comply with any federal or state law.
6.11 | Information from the Invesco Funds. |
The Invesco Funds shall promptly furnish all necessary information to the Administrator to permit it to perform its duties under this Plan. The Administrator shall be entitled to rely upon the accuracy and completeness of all information furnished to it by the Invesco Funds, unless it knows or should have known that such information is erroneous.
6.12 | Reservation of Rights by Boards of Directors. |
When rights are reserved in this Plan to the Boards of Directors, such rights shall be exercised only by Majority Vote of the Boards of Directors, except where the Boards of Directors, by unanimous written resolution, delegate any such rights to one or more persons or to the Administrator. Subject to the rights reserved to the Boards of Directors as set forth in this Plan, no member of the Boards of Directors shall have any duties or responsibilities under this Plan, except to the extent he shall be acting in the capacity of an Administrator.
6.13 | Liability and Indemnification. |
(a) The Administrator shall perform all duties required of it under this Plan in a prudent manner. The Administrator shall not be responsible in any way for any action or omission of the Invesco Funds or their employees in the performance of their duties and obligations as set forth in this Plan. The Administrator also shall not be responsible for any act or omission of any of its agents provided that such agents were prudently chosen by the Administrator and that the Administrator relied in good faith upon the action of such agents.
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(b) Except for its own gross negligence, willful misconduct or willful breach of the terms of this Plan, the Administrator shall be indemnified and held harmless by the Invesco Funds against any and all liability, loss, damages, cost and expense which may arise, occur by reason of, or be based upon, any matter connected with or related to this Plan or its administration (including, but not limited to, any and all expenses whatsoever reasonably incurred in investigating, preparing or defending any litigation, commenced or threatened, or in settlement of any such claim).
ARTICLE VII - AMENDMENTS AND TERMINATION
7.1 | Amendments. |
The Boards of Directors reserve the right at any time and from time to time, and retroactively if deemed necessary or appropriate by them, to amend in whole or in part by Majority Vote any or all of the provisions of this Plan, provided that:
(a) No amendment shall make it possible for any part of a Participants or former Participants Retirement Benefit to be used for, or diverted to, purposes other than for the exclusive benefit of such Participant, except to the extent otherwise provided in this Plan; and
(b) Except as expressly provided in either Appendix D or Appendix D-1, no amendment or other action of the Boards of Directors may reduce any Participants or former Participants Retirement Benefit as of the effective date of the amendment.
Amendments may be made in the form of Board of Directors resolutions or separate written document.
7.2 | Termination. |
Except as provided below, the Boards of Directors reserve the right to terminate this Plan at any time by Majority Vote by giving to the Administrator notice in writing of such desire to terminate. The Plan shall terminate upon the date of receipt of such notice and all Participants shall be paid their Retirement Benefits (determined as of the date this Plan is terminated) as set forth herein, or to the extent permitted by section 409A, in an actuarially equivalent lump sum as soon as possible following twelve (12) months after the effective date of such termination, as determined by the Administrator.
ARTICLE VIII - MISCELLANEOUS.
8.1 | Rights of Creditors. |
(a) The Plan is unfunded. Neither the Participants nor any other persons shall have any interest in any Fund or in any specific asset or assets of any of the Invesco Funds by reason of any Retirement Benefit hereunder, nor any rights to receive distribution of any Retirement Benefit except and as to the extent expressly provided hereunder.
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(b) The Retirement Benefits of each Participant are unsecured and shall be subject to the claims of the general creditors of the Invesco Funds.
8.2 | Liability Limited. |
Neither the Invesco Funds, the Administrator, nor any agents, employees, officers, directors or shareholders of any of them, nor any other person shall have any liability or responsibility with respect to this Plan, except as expressly provided herein.
8.3 | Incapacity. |
If the Administrator shall receive evidence satisfactory to it that a Participant, surviving spouse or designated beneficiary entitled to receive any benefit under this Plan is, at the time when such benefit becomes payable, physically or mentally incompetent to receive such benefit and to give a valid release therefor, and that another person or an institution is then maintaining or has custody of such Participant, surviving spouse, or designated beneficiary and that no guardian, committee or other representative of the estate of such Participant, surviving spouse, or designated beneficiary shall have been duly appointed, the Administrator may make payment of such benefit otherwise payable to such Participant, surviving spouse, or designated beneficiary to such other person or institution, and the release of such other person or institution shall be a valid and complete discharge for the payment of such benefit.
8.4 | Cooperation of Parties. |
All parties to this Plan and any person claiming any interest hereunder agree to perform any and all acts and execute any and all documents and papers which are necessary or desirable for carrying out this Plan or any of its provisions.
8.5 | Governing Law. |
All rights under this Plan shall be governed by and construed in accordance with rules of Federal law applicable to such plans and, to the extent not preempted, by the laws of the State of Texas without regard to principles of conflicts of law. No action shall be brought by or on behalf of any Participant for or with respect to benefits due under this Plan unless the person bringing such action has timely exhausted this Plans claim review procedure. Any such action must be commenced within three years. This three-year period shall be computed from the earlier of (a) the date a final determination denying such benefit, in whole or in part, is issued under this Plans claim review procedure or (b) the date such individuals cause of action first accrued. Any dispute, controversy or claim arising out of or in connection with this Plan (including the applicability of this arbitration provision) and not resolved pursuant to the Plans claim review procedure shall be determined and settled by arbitration conducted by the American Arbitration Association (AAA) in the County and State of the Funds principal place of business and in accordance with the then existing rules, regulations, practices and procedures of the AAA. Any award in such arbitration shall be final, conclusive and binding upon the parties to the arbitration and may be enforced by either party in any court of competent jurisdiction. Each party to the arbitration will bear its own costs and fees (including attorneys fees).
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8.6 | No Guarantee of Director Status. |
Nothing contained in this Plan shall be construed as a guaranty or right of any Participant to be continued as a Director of one or more of the Invesco Funds (or of a right of a Director to any specific level of Compensation) or as a limitation of the right of the Invesco Funds to remove any of its directors.
8.7 | Counsel. |
The Administrator may consult with legal counsel, who may be counsel for the independent Directors serving on one or more of the Boards of Directors of the Invesco Funds, for the Invesco Funds or for the Administrator, with respect to the meaning or construction of this Plan, its obligations or duties hereunder or with respect to any action or proceeding or any question of law, and it shall be fully protected with respect to any action taken or omitted by it in good faith pursuant to the advice of legal counsel.
8.8 | Spendthrift Provision. |
A Participants interest in his Accrued Benefit or Retirement Benefit may not be transferred, alienated, assigned nor become subject to execution, garnishment or attachment, except to the extent necessary to fulfill a domestic relations order (as defined in section 414(p)(1)(B) of the Code).
8.9 | Forfeiture for Cause. |
Notwithstanding any other provision of this Plan to the contrary, any benefits to which a Participant (or his surviving spouse or designated beneficiary) may otherwise be entitled hereunder will be forfeited in the event the Director has been Removed for Cause.
ARTICLE IX - CLAIMS PROCEDURE
9.1 | Notice of Denial. |
If a Participant is denied any Retirement Benefit (or a surviving spouse or designated beneficiary is denied a survivors benefit) under this Plan, either in total or in an amount less than the full Retirement Benefit to which he would normally be entitled, the Administrator shall advise the Participant (or surviving spouse or designated beneficiary) in writing of the amount of his Retirement Benefit (or survivors benefit), if any, and the specific reasons for the denial. The Administrator shall also furnish the Participant (or surviving spouse or designated beneficiary) at that time with a written notice containing:
(a) A specific reference to pertinent Plan provisions.
(b) A description of any additional material or information necessary for the Participant (or surviving spouse or designated beneficiary) to perfect his claim, if possible, and an explanation of why such material or information is needed.
(c) An explanation of this Plans claim review procedure.
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9.2 | Right to Reconsideration. |
Within 60 days of receipt of the information stated in Section 9.1 above, the Participant (or surviving spouse or designated beneficiary) shall, if he desires further review, file a written request for reconsideration with the Administrator.
9.3 | Review of Documents. |
So long as the Participants (or surviving spouses or designated beneficiarys) request for review is pending (including the 60 day period in 9.2 above), the Participant (or surviving spouse or designated beneficiary) or his duly authorized representative may review pertinent Plan documents and may submit issues and comments in writing to the Administrator.
9.4 | Decision by Administrator. |
A final and binding decision shall be made by the Administrator within 60 days of the filing by the Participant (or surviving spouse or designated beneficiary) of his request for reconsideration, provided, however, that if the Administrator, in its discretion, feels that a hearing with the Participant (or surviving spouse or designated beneficiary) or his representative present is necessary or desirable, this period shall be extended an additional 60 days.
9.5 | Notice by Administrator. |
The Administrators decision shall be conveyed to the Participant (or surviving spouse or designated beneficiary) in writing and shall include specific reasons for the provisions on which the decision is based.
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Appendix A Invesco Funds
For the purposes of the Retirement Plan for Eligible Directors/Trustees, Invesco Funds shall mean:
1. | Invesco Global Real Estate Fund |
2. | Invesco High Yield Fund |
3. | Invesco Limited Maturity Treasury Fund |
4. | Invesco Money Market Fund |
5. | Invesco Real Estate Fund |
6. | Invesco Short Term Bond Fund |
7. | Invesco U.S. Government Fund |
8. | Invesco Corporate Bond Fund |
9. | Invesco Tax-Exempt Cash Fund |
10. | Invesco Tax-Free Intermediate Fund |
11. | Invesco High Yield Municipal Fund |
12. | Invesco Intermediate Term Municipal Income Fund |
13. | Invesco Municipal Income Fund |
14. | Invesco New York Tax Free Income Fund |
15. | Invesco Dividend Income Fund |
16. | Invesco Energy Fund |
17. | Invesco Gold & Precious Metals Fund |
18. | Invesco Technology Fund |
19. | Invesco Technology Sector Fund |
20. | Invesco American Value Fund |
21. | Invesco Comstock Fund |
22. | Invesco Mid Cap Growth Fund |
23. | Invesco Small Cap Value Fund |
24. | Invesco Value Opportunities Fund |
25. | Invesco Core Plus Bond Fund |
26. | Invesco Floating Rate Fund |
27. | Invesco Global Real Estate Income Fund |
28. | Invesco Low Volatility Equity Yield Fund |
29. | Invesco California Tax-Free Income Fund |
30. | Invesco Equally-Weighted S&P 500 Fund |
31. | Invesco S&P 500 Index Fund |
32. | Invesco American Franchise Fund |
33. | Invesco Equity and Income Fund |
34. | Invesco Growth and Income Fund |
35. | Invesco Pennsylvania Tax Free Income Fund |
36. | Invesco Small Cap Discovery Fund |
37. | Premier Portfolio |
38. | Premier Tax-Exempt Portfolio |
39. | Premier U.S. Government Money Portfolio |
40. | Government & Agency Portfolio |
41. | Government TaxAdvantage Portfolio |
42. | Liquid Assets Portfolio |
43. | STIC Prime Portfolio |
44. | Tax-Free Cash Reserve Portfolio |
45. | Treasury Portfolio |
46. | Invesco Charter Fund |
47. | Invesco Disciplined Equity Fund |
48. | Invesco Diversified Dividend Fund |
49. | Invesco Summit Fund |
50. | Invesco Asia Pacific Growth Fund |
51. | Invesco European Growth Fund |
52. | Invesco Global Growth Fund |
53. | Invesco Global Opportunities Fund |
54. | Invesco Global Small & Mid Cap Growth Fund |
55. | Invesco International Core Equity Fund |
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56. | Invesco International Growth Fund |
57. | Invesco Select Opportunities Fund |
58. | Invesco Balanced-Risk Allocation Fund |
59. | Invesco Balanced-Risk Commodity Strategy Fund |
60. | Invesco China Fund |
61. | Invesco Developing Markets Fund |
62. | Invesco Emerging Markets Equity Fund |
63. | Invesco Emerging Market Local Currency Debt Fund |
64. | Invesco Global Health Care Fund |
65. | Invesco Global Markets Strategy Fund |
66. | Invesco International Total Return Fund |
67. | Invesco Endeavor Fund |
68. | Invesco Premium Income Fund |
69. | Invesco Select Companies Fund |
70. | Invesco Pacific Growth Fund |
71. | Invesco Balanced-Risk Aggressive Allocation Fund |
72. | Invesco European Small Company Fund |
73. | Invesco Global Core Equity Fund |
74. | Invesco International Small Company Fund |
75. | Invesco Small Cap Equity Fund |
76. | Invesco Balanced-Risk Retirement Now Fund |
77. | Invesco Balanced-Risk Retirement 2020 Fund |
78. | Invesco Balanced-Risk Retirement 2030 Fund |
79. | Invesco Balanced-Risk Retirement 2040 Fund |
80. | Invesco Balanced-Risk Retirement 2050 Fund |
81. | Invesco Global Low Volatility Equity Yield Fund |
82. | Invesco Growth Allocation Fund |
83. | Invesco Income Allocation Fund |
84. | Invesco International Allocation Fund |
85. | Invesco Mid Cap Core Equity Fund |
86. | Invesco Moderate Allocation Fund |
87. | Invesco Conservative Allocation Fund |
88. | Invesco Small Cap Growth Fund |
89. | Invesco Convertible Securities Fund |
90. | Invesco U.S. Mortgage Fund |
91. | Invesco V.I. Balanced-Risk Allocation Fund |
92. | Invesco V.I. Value Opportunities Fund |
93. | Invesco V.I. Core Equity Fund |
94. | Invesco V.I. Diversified Income Fund |
95. | Invesco V.I. Global Health Care Fund |
96. | Invesco V.I. Global Real Estate Fund |
97. | Invesco V.I. Government Securities Fund |
98. | Invesco V.I. High Yield Fund |
99. | Invesco V.I. International Growth Fund |
100. | Invesco V.I. Mid Cap Core Equity Fund |
101. | Invesco V.I. Money Market Fund |
102. | Invesco V.I. Small Cap Equity Fund |
103. | Invesco V.I. Technology Fund |
104. | Invesco V.I. Utilities Fund |
105. | Invesco V.I. Diversified Dividend Fund |
106. | Invesco V.I. S&P 500 Index Fund |
107. | Invesco V.I. Equally-Weighted S&P 500 Fund |
108. | Invesco V.I. American Franchise Fund |
109. | Invesco V.I. Comstock Fund |
110. | Invesco V.I. Equity and Income Fund |
111. | Invesco V.I. Global Core Equity Fund |
112. | Invesco V.I. Growth and Income Fund |
113. | Invesco V.I. Mid Cap Growth Fund |
114. | Invesco V.I. American Value Fund |
115. | Invesco Municipal Income Opportunities Trust (OIA) |
116. | Invesco Quality Municipal Income Trust (IQI) |
117. | Invesco Value Municipal Income Trust (IIM) |
15 | ||||
LIBB/1815528.6 |
Appendix B Amount of Benefit Post-December 31, 2005 and Pre-December 31, 2013
Amount of Retirement Benefit Directors who cease Service on or after January 1, 2006 and prior to December 31, 2013.
Section 1. Amount of Benefit.
(a) Subject to the following provisions of this Appendix B and Articles III and IV, a Participant who ceases to be a Director after completing at least 5 Years of Service shall be entitled to receive an annual retirement benefit from the Invesco Funds equal to seventy-five percent (75%) of the Participants Compensation, payable in quarterly installments for a period of years equal to his Years of Service (up to a maximum of 16 Years of Service).
(b) Except as provided in paragraphs (c) and (d) of this Appendix B, Section 1, such Retirement Benefit shall commence on the first day of the first quarter following the later of (i) the Participants termination of Service or (ii) the Participants attainment of age 72.
(c) A Participant may make an irrevocable election (in a form and manner prescribed by the Administrator) to commence payment of his Retirement Benefit on the first day of the first quarter following the later of (i) his termination of Service or (ii) his attainment of age 65 (or such other age between 65 and 72 as the Participant specifies) in the event the Participant terminates Service prior to age 72. Such election shall normally be made within the first 30 days after a Director first becomes a Participant, provided that pursuant to Treasury Notices 2005-1 and 2007-86, an individual who is both a Director and a Participant on the Effective Date may make a special, irrevocable election to change the date on which his Retirement Benefit will commence in accordance with this paragraph (c) no later than December 31, 2008. Any Retirement Benefit payable in accordance with this paragraph (c) shall be actuarially reduced to reflect its early commencement in accordance with the following table:
Age |
% | |||
65 |
71 | % | ||
66 |
75 | % | ||
67 |
78 | % | ||
68 |
82 | % | ||
69 |
86 | % | ||
70 |
91 | % | ||
71 |
95 | % | ||
72 |
100 | % |
There shall be no actuarial increase in the event a Participants benefit commences after age 72.
(d) Notwithstanding the foregoing, if a Participant becomes Disabled, his Retirement Benefit shall commence on the first day of the first quarter following the later of (i) his becoming Disabled or (ii) his attainment of age 60, and such Retirement Benefit shall not be reduced to reflect commencement prior to age 72.
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LIBB/1815528.6 |
(e) Notwithstanding the foregoing, no change made by election or by default pursuant to this amended and restated Plan shall have the effect of deferring a payment that would otherwise have been made in 2008 into a different calendar year. The intent of this paragraph (e) is that the Plan meet all applicable requirements for transition relief under Notices 2005-1 and 2007-86 pertaining to changes in the time and form of payment of a Retirement Benefit (including the so-called in and out rule), and it shall be interpreted accordingly.
(f) Whether a Participant has terminated Service (and thereby become eligible for payment hereunder) shall be determined in accordance with section 409A, consistent with Treas. Reg. § 1.409A-1(h).
Section 2. Death of a Participant.
(a) Payment to Designated Beneficiary.
If a Participant who has completed at least 5 Years of Service dies before commencement of his Retirement Benefit, or dies after payment of his Retirement Benefit has commenced but has not been completed, such Retirement Benefit (or the remainder thereof in the case of death after commencement) shall be paid to his designated beneficiary at the same time, for the same (remaining) period and in the same amount as would have been paid to the Participant had the Participant lived to receive his full Retirement Benefit unless the Participant elects to have any Retirement Benefit still payable at the time of Participants death paid to Participants beneficiary in a lump sum (discounted to the net present value of total benefits calculated with reference to the current yield of 10-year bonds on the Bloomberg Municipal AAA-rated Tax Exempt General Obligation 10-year Bond Index (the Index) as reported on the 10th business day following the Participants death) 60 days following Participants death. If the Index is not available as of the date of calculation, the Administrator is authorized to select a suitable and appropriate substitute. The election authorized pursuant to this section must be made by December 31, 2008 and is irrevocable.
(b) Designated Beneficiary.
(i) A Participant may designate one or more persons (including a trust) as his beneficiary; if multiple beneficiaries are designated, the Participant must indicate (in whole percentages) each persons share of the Retirement Benefit payable on his death. To the extent permitted by the Administrator, a Participant may also designate one or more contingent (secondary) beneficiaries in the event a primary beneficiary predeceases him. A Participant may change any beneficiary designation at any time, without the consent of any previously designated beneficiary, provided a written instruction setting forth the desired change is received by the Administrator prior to the Participants death.
(ii) If payments are being made to one or more designated beneficiaries, and a beneficiary dies before the entire amount due such beneficiary can be paid, an actuarially-equivalent lump sum payment of the remaining amount due such beneficiary shall be made to the estate of the beneficiary on the first day of the second quarter following such beneficiarys death.
17 | ||||
LIBB/1815528.6 |
(iii) If Participant has failed to designate a beneficiary, or if no designated beneficiary survives the Participant, the Participant shall be deemed to have designated the Participants estate as beneficiary.
18 | ||||
LIBB/1815528.6 |
Appendix B-1 Amount of Benefit VK Participants Pre-December 31, 2013
Amount of Retirement Benefit Directors who cease Service prior to December 31, 2013.
Section 1. Amount of Benefit.
(a) Subject to the following provisions of this Appendix B-1 and Articles III and IV, a VK Participant who ceases to be a Director and who completes 10 or more Years of VK Participant Service shall be entitled to receive an annual retirement benefit from the Invesco Funds equal to seventy-five percent (75%) of the VK Participants Compensation, payable in quarterly installments for a period of years equal to his Years of VK Participant Service, up to a maximum of 10 years of payments.
(b) Subject to the following provisions of this Appendix B-1 and Articles III and IV, a VK Participant who ceases to be a Director and who completes fewer than 10 Years of VK Participant Service shall be entitled to receive an annual retirement benefit from the Invesco Funds in quarterly installments for a period of years equal to two times his Years of VK Participant Service, up to a maximum of 10 years of payments, measured in two components as described below.
(i) The initial annual retirement benefit payable for the period of years equal to the VK Participants Years of VK Participant Service shall be equal to seventy-five percent (75%) of the VK Participants Compensation.
(ii) The annual retirement benefit payable for each year thereafter shall be equal to seventy-five percent (75%) of the VK Participants Compensation minus the annual offset amount described in clause (iii) below.
(iii) The annual offset amount shall be equal to $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 a payment is made pursuant to clause (ii) above.
(c) Except as provided in paragraph (d) of this Appendix B-1, Section 1, such Retirement Benefit shall commence on the first day of the first quarter following the later of (i) the VK Participants termination of Service, or (ii) the VK Participants attainment of age 72. There shall be no actuarial increase in the event a VK Participants benefit commences after age 72.
(d) Notwithstanding the foregoing, if a VK Participant becomes Disabled, his Retirement Benefit shall commence on the first day of the first quarter following the later of (i) his becoming Disabled, or (ii) his attainment of age 60, and such Retirement Benefit shall not be reduced to reflect commencement prior to age 72.
19 | ||||
LIBB/1815528.6 |
Section 2. Death of a VK Participant.
(a) If a VK Participant dies before commencement of his Retirement Benefit, or dies after payment of his Retirement Benefit has commenced but has not been completed, the present value of such Retirement Benefit (or the remainder thereof in the case of death after commencement) shall be paid to his designated beneficiary in a single lump sum 60 days following the Participants death. The present value of the Retirement Benefit (or the remainder thereof, as applicable) shall be calculated on the basis of the interest rate equal to the then current yield of 10-year bonds on the Bloomberg Municipal AAA-rated Tax Exempt General Obligation 10-year Bond Index (the Index ) as reported on the 10 th business day following the Participants death. If the Index is not available as of the date of calculation, the Administrator is authorized to select a suitable and appropriate substitute.
(b) Designated Beneficiary.
(i) A VK Participant may designate one or more persons (including a trust) as his beneficiary; if multiple beneficiaries are designated, the VK Participant must indicate (in whole percentages) each persons share of the Retirement Benefit payable on his death. To the extent permitted by the Administrator, a VK Participant may also designate one or more contingent (secondary) beneficiaries in the event a primary beneficiary predeceases him. A VK Participant may change any beneficiary designation at any time, without the consent of any previously designated beneficiary, provided a written instruction setting forth the desired change is received by the Administrator prior to the VK Participants death.
(ii) If a VK Participant has failed to designate a beneficiary, or if no designated beneficiary survives the VK Participant, the VK Participant shall be deemed to have designated the VK Participants estate as beneficiary.
20 | ||||
LIBB/1815528.6 |
Appendix C Amount of Benefit Pre-January 1, 2006
Amount of Retirement Benefit Directors who cease Service before January 1, 2006.
Section 1. Retirement Benefit.
(a) Subject to the following provisions of this Appendix C and Article III, a Participant who ceased to be a Director prior to January 1, 2006 after attaining at least age 65 and after completing at least 5 Years of Service was entitled to receive a Retirement Benefit from the Invesco Funds equal to seventy-five percent (75%) of the Participants Compensation, payable in quarterly installments for a period of years equal to his Years of Service, up to a maximum of ten (10) Years of Service.
(b) All Participants eligible for benefits pursuant to paragraph (a) above commenced receipt of their Retirement Benefits prior to the Effective Date.
Section 2. Death of a Participant.
(a) If a Participant receiving his Retirement Benefit pursuant to this Appendix C dies prior to complete payment of such Retirement Benefit, a portion of the remainder of his Retirement Benefit shall be paid to his surviving spouse at the same time as the Participant, for the same remaining period as the Participant but in a reduced amount equal to 50% of the quarterly amount payable to the Participant at the time of his death. If a Participant dies without a surviving spouse, or his surviving spouse dies before payment of the 50% survivor portion of the Participants Retirement Benefit is complete, any remaining portion of his Retirement Benefit will be forfeited. No death benefit under this Appendix C shall be paid to an estate or to any person who is not a surviving spouse.
(b) A Participants surviving spouse for purposes of this Appendix C shall be the person to whom he is legally married on the date of his death.
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LIBB/1815528.6 |
Appendix D Amount of Benefit Post-December 30, 2013
Amount of Retirement Benefit Directors who cease Service on or after December 31, 2013.
Section 1. Amount of Benefit.
(a) Subject to the following provisions of this Appendix D and Articles III and IV, a Participant who ceases to be a Director on or after December 31, 2013 shall be entitled to an annual retirement benefit from the Invesco Funds in an amount as determined in paragraph (b) below, payable in quarterly installments, for a period of years equal to his Years of Service (up to a maximum of 16 Years of Service).
(b) Each quarterly installment shall be equal to the quotient of the Retirement Account balance, determined as of the latest Valuation Date, divided by the number of remaining quarterly installments yet to be paid, but in no event shall any quarterly installment be less than $51,250, or the remaining Retirement Account balance, if lower. The quarterly installment payment will cease prior to the period determined under paragraph (a) of this Appendix D, Section 1, if the Retirement Account is depleted.
(c) Notwithstanding the foregoing, if a Participant should terminate Service prior to attainment of age 75 for a reason other than his death or his becoming Disabled, the Boards of Directors, in their sole discretion, may reduce such Participants Retirement Account by applying the applicable percent set forth in the minutes of the October 2013 meetings of the Boards of Directors to such Participants Retirement Account.
(d) Except as provided in paragraphs (e) and (f) of this Appendix D, Section 1, the Retirement Benefit shall commence on the first day of the first quarter following the later of (i) the Participants termination of Service or (ii) the Participants attainment of age 72.
(e) The Retirement Benefit of a Participant who made an irrevocable election under paragraph (c) of Appendix B, Section 1, shall commence on the first day of the first quarter following the later of (i) his termination of Service or (ii) his attainment of such age between 65 and 72, as the Participant specified in his election, in the event the Participant terminates Service prior to age 72.
(f) If a Participant becomes Disabled, his Retirement Benefit shall commence on the first day of the first quarter following the later of (i) his becoming Disabled or (ii) his attainment of age 60.
(g) Whether a Participant has terminated Service (and thereby becomes eligible for payment hereunder) shall be determined in accordance with Section 409A, consistent with Treas. Reg. § 1.409A-1(h).
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LIBB/1815528.6 |
Section 2. Death of a Participant.
(a) Payment to Designated Beneficiary.
If a Participant dies before commencement of his Retirement Benefit, or dies after payment of his Retirement Benefit has commenced but has not been completed, such Retirement Benefit (or the remainder thereof in the case of death after commencement) shall be paid to his designated beneficiary at the same time, for the same (remaining) period and in the same amount as would have been paid to the Participant had the Participant lived to receive his full Retirement Benefit unless the Participant previously made an irrevocable election prior to December 31, 2008 to have any Retirement Benefit still payable at the time of Participants death paid to Participants beneficiary in a lump sum. Any lump sum benefit shall be made 60 days following the Participants death. The amount of the lump sum death benefit shall be the Participants then Retirement Account balance.
(b) Designated Beneficiary.
(i) A Participant may designate one or more persons (including a trust) as his beneficiary; if multiple beneficiaries are designated, the Participant must indicate (in whole percentages) each persons share of the Retirement Benefit payable on his death. To the extent permitted by the Administrator, a Participant may also designate one or more contingent (secondary) beneficiaries in the event a primary beneficiary predeceases him. A Participant may change any beneficiary designation at any time, without the consent of any previously designated beneficiary, provided a written instruction setting forth the desired change is received by the Administrator prior to the Participants death.
(ii) If payments are being made to one or more designated beneficiaries, and a beneficiary dies before the entire amount due such beneficiary can be paid, the remaining amount due such beneficiary from the Participants Retirement Account shall be made to the estate of the beneficiary in one lump sum on the first day of the second quarter following such beneficiarys death.
(iii) If Participant has failed to designate a beneficiary, or if no designated beneficiary survives the Participant, the Participant shall be deemed to have designated the Participants estate as beneficiary.
23 | ||||
LIBB/1815528.6 |
Appendix D-1 Amount of Benefit VK Participants Post-December 30, 2013
Amount of Retirement Benefit VK Participants who cease Service on or after December 31, 2013.
Section 1. Amount of Benefit.
(a) Subject to the following provisions of this Appendix D-1 and Articles III and IV, a VK Participant who ceases to be a Director on or after December 31, 2013 and who completes 10 or more Years of VK Participant Service shall be entitled to receive an annual retirement benefit from the Invesco Funds in an amount as determined in paragraph b below, payable in quarterly installments for a period of years equal to his Years of VK Participant Service, up to a maximum of 10 years of payments.
(b) Each quarterly installment shall be equal to the quotient of the Retirement Account balance, determined as of the latest Valuation Date, divided by the number of remaining quarterly installments yet to be paid, but in no event shall any quarterly installment be less than $51,250, or the remaining Retirement Account balance, if lower. The quarterly installment payment will cease prior to the period determined under paragraph (a) of this Appendix D-1, Section 1, if the Retirement Account is depleted.
(c) Subject to the following provisions of this Appendix D-1 and Articles III and IV, a VK Participant who ceases to be a Director on or after December 31, 2013 and who completes fewer than 10 Years of VK Participant Service shall be entitled to receive an annual retirement benefit from the Invesco Funds in quarterly installments for a period of years equal to two times his Years of VK Participant Service, up to a maximum of 10 years of payments, measured in two components as described below.
(i) The initial annual retirement benefit payable for the period of years equal to the VK Participants Years of VK Participant Service shall be equal to the amount determined under paragraph (b) of this Appendix D-1, Section 1.
(ii) The annual retirement benefit payable for each year thereafter shall be equal to the amount determined under paragraph (b) of this Appendix D-1, Section 1, minus the annual offset amount described in clause (iii) below.
(iii) The annual offset amount shall be equal to $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 a payment is made pursuant to paragraph (c) of this Appendix D-1, Section 1.
(iv) The quarterly installment payment will cease prior to the period determined under paragraph (c) of this Appendix D-1, Section 1, if the Retirement Account is depleted.
(d) Notwithstanding the foregoing, if a VK Participant should terminate Service prior to attainment of age 75 for a reason other than his death or his becoming
24 | ||||
LIBB/1815528.6 |
Disabled, the Boards of Directors, in their sole discretion, may reduce such VK Directors Retirement Accounts by applying the applicable percent set forth in the minutes of the October 2013 meetings of the Boards of Directors to such VK Directors Retirement Account.
(e) Except as provided in paragraph (f) of this Appendix D-1, Section 1, such Retirement Benefit shall commence on the first day of the first quarter following the later of (i) the VK Participants termination of Service, or (ii) the VK Participants attainment of age 72.
(f) If a VK Participant becomes Disabled, his Retirement Benefit shall commence on the first day of the first quarter following the later of (i) his becoming Disabled, or (ii) his attainment of age 60.
(g) Whether a Participant has terminated Service (and thereby becomes eligible for payment hereunder) shall be determined in accordance with Section 409A, consistent with Treas. Reg. § 1.409A-1(h).
Section 2. Death of a VK Participant.
(a) If a VK Participant dies before commencement of his Retirement Benefit, or dies after payment of his Retirement Benefit has commenced but has not been completed, his then Retirement Account balance shall be paid to his designated beneficiary in a single lump sum 60 days following the Participants death.
(b) Designated Beneficiary.
(i) A VK Participant may designate one or more persons (including a trust) as his beneficiary; if multiple beneficiaries are designated, the VK Participant must indicate (in whole percentages) each persons share of the Retirement Benefit payable on his death. To the extent permitted by the Administrator, a VK Participant may also designate one or more contingent (secondary) beneficiaries in the event a primary beneficiary predeceases him. A VK Participant may change any beneficiary designation at any time, without the consent of any previously designated beneficiary, provided a written instruction setting forth the desired change is received by the Administrator prior to the VK Participants death.
(ii) If a VK Participant has failed to designate a beneficiary, or if no designated beneficiary survives the VK Participant, the VK Participant shall be deemed to have designated the VK Participants estate as beneficiary.
25 | ||||
LIBB/1815528.6 |
Appendix E Retirement Account Beginning Balance (December 31, 2013)
Name |
Beginning Balance | |||
Arch, David |
$ | 1,383,105 | ||
Bayley, Frank S. |
2,465,053 | |||
Bunch, James T. |
2,229,146 | |||
Crockett, Bruce L. |
2,084,556 | |||
Dammeyer, Rod |
1,228,734 | |||
Dowden, Albert R. |
2,305,160 | |||
Fields, Jack M. |
1,594,091 | |||
Mathai-Davis, Prema |
1,704,662 | |||
Soll, Larry |
2,229,146 | |||
Sonnenschein, Hugo |
1,228,734 | |||
Stickel, Ray |
1,880,912 | |||
Whalen, Wayne |
1,075,991 |
26 | ||||
LIBB/1815528.6 |
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
(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 Advantage Municipal Income Trust II, Invesco Bond Fund, Invesco California Value Municipal Income Trust, Invesco Dynamic Credit Opportunities Fund, Invesco Exchange Fund, Invesco High Income Trust II, Invesco Management Trust, Invesco Municipal Income Opportunities Trust, Invesco Municipal Opportunity Trust, Invesco Municipal Trust, Invesco Pennsylvania Value Municipal Income Trust, Invesco Quality Municipal Income Trust, Invesco Securities Trust, Invesco Senior Income Trust, Invesco Senior Loan Fund, Invesco Trust for Investment Grade Municipals, Invesco Trust for Investment Grade New York Municipals 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. |
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 ADVANTAGE MUNICIPAL INCOME TRUST II
INVESCO BOND FUND
INVESCO CALIFORNIA VALUE MUNICIPAL INCOME TRUST
INVESCO DYNAMIC CREDIT OPPORTUNITIES FUND
INVESCO EXCHANGE FUND
INVESCO HIGH INCOME TRUST II
INVESCO MANAGEMENT TRUST
INVESCO MUNICIPAL INCOME OPPORTUNITIES TRUST
INVESCO MUNICIPAL OPPORTUNITY TRUST
INVESCO MUNICIPAL TRUST
INVESCO PENNSYLVANIA VALUE MUNICIPAL INCOME TRUST
INVESCO QUALITY MUNICIPAL INCOME TRUST
INVESCO SECURITIES TRUST
INVESCO SENIOR INCOME TRUST
INVESCO SENIOR LOAN FUND
INVESCO TRUST FOR INVESTMENT GRADE MUNICIPALS
INVESCO TRUST FOR INVESTMENT GRADE NEW YORK MUNICIPALS
INVESCO VALUE MUNICIPAL INCOME TRUST
on behalf of the Funds listed in the Exhibit
to this Memorandum of Agreement
By: |
/s/ John M. Zerr |
|||
Title: | Senior Vice President | |||
INVESCO ADVISERS, INC. | ||||
By: |
/s/ John M. Zerr |
|||
Title: | Senior Vice President |
Exhibit A to Advisory Fee MOA
AIM Counselor
|
Waiver Description |
Effective Date |
Expiration Date |
|||
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
|
Waiver Description |
Effective Date |
Expiration Date |
|||
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 | |||
Invesco Unconstrained Bond Fund |
Invesco will waive advisory fees in an amount equal to the advisory fees earned on underlying affiliated investments |
10/14/2014 | 06/30/2016 | |||
AIM Treasurers
|
Waiver Description |
Effective Date |
Expiration Date |
|||
Premier Portfolio |
Invesco will waive advisory fees in the amount of 0.07% of the Funds average daily net assets |
2/1/2011 | 12/31/2015 | |||
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 | 12/31/2015 |
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 |
February 12, 2010 | 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)
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. |
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 Advantage Municipal Income Trust II |
May 15, 2012 | June 30, 2016 | ||
Invesco Bond Fund |
May 15, 2012 | June 30, 2016 | ||
Invesco California Value Municipal Income Trust |
May 15, 2012 | June 30, 2016 | ||
Invesco Dynamic Credit Opportunities Fund |
May 15, 2012 | June 30, 2016 | ||
Invesco Exchange Fund |
May 15, 2012 | June 30, 2016 | ||
Invesco High Income Trust II |
May 15, 2012 | June 30, 2016 | ||
Invesco Municipal Income Opportunities Trust |
June 1, 2010 | June 30, 2016 | ||
Invesco Municipal Opportunity Trust |
May 15, 2012 | June 30, 2016 | ||
Invesco Municipal Trust |
May 15, 2012 | June 30, 2016 | ||
Invesco Pennsylvania Value Municipal Income Trust |
May 15, 2012 | June 30, 2016 | ||
Invesco Quality Municipal Income Trust |
June 1, 2010 | June 30, 2016 | ||
Invesco Senior Income Trust |
May 15, 2012 | June 30, 2016 | ||
Invesco Senior Loan Fund |
May 15, 2012 | June 30, 2016 | ||
Invesco Trust for Investment Grade Municipals |
May 15, 2012 | June 30, 2016 | ||
Invesco Trust for Investment Grade New York Municipals |
May 15, 2012 | June 30, 2016 | ||
Invesco Value Municipal Income Trust |
June 1, 2010 | June 30, 2016 |
CONSENT OF COUNSEL
AIM TREASURERS SERIES TRUST (INVESCO TREASURERS SERIES TRUST)
We hereby consent 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 each portfolio of AIM Treasurers Series Trust (Invesco Treasurers Series Trust) (the Trust), all of which are included in Post-Effective Amendment No. 54 to the Registration Statement under the Securities Act of 1933, as amended (No. 033-19862), and Amendment No. 58 to the Registration Statement under the Investment Company Act of 1940, as amended (No. 811-05460), on Form N-1A of the Trust.
/s/ Stradley Ronon Stevens & Young, LLP |
Stradley Ronon Stevens & Young, LLP |
Philadelphia, Pennsylvania
December 16, 2014
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form N-1A of our reports dated October 27, 2014, relating to the financial statements and financial highlights which appear in the August 31, 2014 annual reports to shareholders of Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio (the portfolios constituting AIM Treasurers Series Trust (Invesco Treasurers Series Trust), which are also incorporated by reference into the Registration Statement. We also consent to the references to us under the headings Financial Highlights and Other Service Providers in such Registration Statement.
/s/ PricewaterhouseCoopers LLP
Houston, Texas
December 16, 2014
Invesco Advisers, Inc.
CODE OF ETHICS
January 1, 2014
Code of Ethics | 1 |
TABLE OF CONTENTS
Section |
Item |
Page | ||||||||||||||
I. | Introduction | 3 | ||||||||||||||
II. | Statement of Fiduciary Principles | 3 | ||||||||||||||
III. | Compliance with Laws, Rules and Regulations; Reporting of Violations | 4 | ||||||||||||||
IV. | Limits on Personal Investing | 4 | ||||||||||||||
A. Personal Investing | 4 | |||||||||||||||
1 | Pre-clearance of Personal Securities Transactions | 4 | ||||||||||||||
| Blackout Period | 5 | ||||||||||||||
| Investment Personnel | 5 | ||||||||||||||
| De Minimis Exemptions | 6 | ||||||||||||||
2 | Prohibition of Short-Term Trading Profits | 6 | ||||||||||||||
3 | Initial Public Offerings | 7 | ||||||||||||||
4 | Prohibition of Short Sales by Investment Personnel | 7 | ||||||||||||||
5 | Restricted List Securities | 7 | ||||||||||||||
6 | Other Criteria Considered in Pre-clearance | 7 | ||||||||||||||
7 | Brokerage Accounts | 7 | ||||||||||||||
8 | Reporting Requirements | 8 | ||||||||||||||
a. | Initial Holdings Reports | 8 | ||||||||||||||
b. | Quarterly Transactions Reports | 8 | ||||||||||||||
c. | Annual Holdings Reports | 9 | ||||||||||||||
d. | Discretionary Managed Accounts | 9 | ||||||||||||||
e. | Certification of Compliance | 10 | ||||||||||||||
9 | Private Securities Transactions | 10 | ||||||||||||||
10 | Limited Investment Opportunity | 10 | ||||||||||||||
11 | Excessive Short-Term Trading in Funds | 10 | ||||||||||||||
B. Invesco Ltd. Securities | 10 | |||||||||||||||
C. Limitations on Other Personal Activities | 11 | |||||||||||||||
1 | Outside Business Activities | 11 | ||||||||||||||
2 | Gifts and Entertainment Policy | 11 | ||||||||||||||
| Entertainment | 11 | ||||||||||||||
| Gifts | 11 | ||||||||||||||
3 | U.S. Department of Labor Reporting | 12 | ||||||||||||||
D. Parallel Investing Permitted | 12 | |||||||||||||||
V. | Reporting of Potential Compliance Issues | 13 | ||||||||||||||
VI. | Administration of the Code | 13 | ||||||||||||||
VII. | Sanctions | 13 | ||||||||||||||
VIII. | Exceptions to the Code | 13 | ||||||||||||||
IX. | Definitions | 14 | ||||||||||||||
X. | Invesco Ltd. Policies and Procedures | 16 | ||||||||||||||
X1. | Code of Ethics Contacts | 16 |
Code of Ethics | 2 |
Invesco Advisers, Inc.
CODE OF ETHICS
(Originally adopted February 29, 2008; Amended effective January 1, 2014)
I. Introduction
Invesco Advisers, Inc. has a fiduciary relationship with respect to each portfolio under management. The interests of Clients and of the shareholders of investment company Clients take precedence over the personal interests of Covered Persons (defined below). Capitalized terms used herein and not otherwise defined are defined at the end of this document.
This Code of Ethics (the Code) applies to Invesco Advisers, Inc., Invesco Advisers, Incs. affiliated Broker-dealers (Invesco Distributors, Inc. and Invesco Capital Markets, Inc.), all Invesco Affiliated Mutual Funds, and all Covered Persons. Covered Persons include:
| any director, officer, full or part time Employee of Invesco Advisers, Inc. or any full or part time Employee of any Invesco Advisers, Inc.s affiliates that, in connection with his or her regular functions or duties, makes, participates in, or obtains any information concerning any Clients purchase or sale of Covered Securities or who is involved in making or obtains information concerning investment recommendations with respect to such purchase or sales of Covered Securities; or who has access to non-public information concerning any Clients purchase or sale of Covered Securities, access to non-public securities recommendations or access to non-public information concerning portfolio holdings of any portfolio advised or sub-advised by Invesco Advisers, Inc.; |
| all Employees of Invesco Ltd. located in the United States who are not covered by the Code of Ethics of a registered investment advisory affiliate of Invesco Ltd.; and |
| any other persons falling within the definitions of Access Person or Advisory Person under Rule 17j-1 of the Investment Company Act of 1940 , as amended (the Investment Company Act) or Rule 204A-1 under the Investment Advisers Act of 1940, as amended (the Advisers Act) and such other persons that may be deemed to be Covered Persons by Compliance. |
Invesco has created a separate Code of Ethics for Trustees of the funds. Independent Trustees are not Covered Persons under the Invesco Advisers, Inc. Code of Ethics. Trustees who are not Independent Trustees and are not Employees of Invesco, must report their securities holdings, transactions, and accounts as required in section 8 of this Code by providing duplicate statements for all Covered Accounts.
II. Statement of Fiduciary Principles
The following fiduciary principles govern Covered Persons.
| the interests of Clients and shareholders of investment company Clients must be placed first at all times and Covered Persons must not take inappropriate advantage of their positions; and |
| all personal securities transactions must be conducted consistent with this Code and in a manner to avoid any abuse of an individuals position of trust and responsibility. |
Code of Ethics | 3 |
| This Code is our effort to address conflicts of interest that may arise in the ordinary course of our business and does not attempt to identify all possible conflicts of interest or to ensure literal compliance with each of its specific provisions. This Code does not necessarily shield Covered Persons from liability for personal trading or other conduct that violates a fiduciary duty to Clients and shareholders of investment company Clients. |
III. Compliance with Laws, Rules and Regulations; Reporting of Violations
All Covered Persons are required to comply with applicable state and federal securities laws, rules and regulations and this Code. Covered Persons shall promptly report any violations of laws or regulations or any provision of this Code of which they become aware to Invesco Advisers, Inc.s Chief Compliance Officer or his/her designee. Additional methods of reporting potential violations or compliance issues are described in Section V of this Code under Reporting of Potential Compliance Issues.
IV. Limits on Personal Investing
A. Personal Investing
1. Pre-clearance of Personal Security Transactions . All Covered Persons must pre-clear with Compliance using the automated review system all personal security transactions involving Covered Securities for which they have a Beneficial Interest. A Covered Person may be considered to have Beneficial Ownership in securities held by members of his or her immediate family sharing the same household (i.e., a spouse and children) or by certain partnerships, trusts, corporations, or other arrangements.
Additionally, all Covered Persons must pre-clear personal securities transactions involving Covered Securities over which they have discretion. For example, if a Covered Person is directing the transactions for a friend or family member (regardless of whether they share the same household) all transactions in Covered Securities must be pre-cleared.
Covered Securities include, but are not limited to, all investments that can be traded by an Invesco Advisers, Inc. entity for its Clients, including stocks, bonds, municipal bonds, exchange-traded funds (ETFs), closed-end mutual funds, and any of their derivatives such as options. All Invesco Affiliated Mutual Funds (including both open-end and closed-end funds) and Invesco PowerShares ETFs are considered Covered Securities. Although Affiliated Mutual Funds are considered Covered Securities, those that are held by Employees at the Affiliated Mutual Funds transfer agent or in the Invesco Ltd. 401(k) or Money Purchase plans (excluding the Personal Choice Retirement Account (PCRA)) do not need to be pre-cleared through the automated review system because compliance monitoring for these plans is done through a separate process. All closed-end funds and ETFs, Invesco branded or otherwise, are Covered Securities.
Code of Ethics | 4 |
All transactions in Invesco Ltd. securities, including the Invesco Ltd. stock fund held in the Invesco 401(k) and Money Purchase plan, must be pre-cleared. Please refer to section IV.B for additional guidelines on Invesco Ltd. securities. Any transaction in a previous employers company stock that is obtained through an employee benefit plan or company stock fund held in an external retirement plan requires pre-clearance.
Affiliated Mutual Funds that are held in external brokerage accounts or in the PCRA must be pre-cleared through the automated review system.
Covered Securities do not include shares of money market funds, U.S. government securities, certificates of deposit or shares of open-end mutual funds not advised by Invesco Advisers, Inc. Unit investment trusts, including those advised by Invesco Advisers, Inc., are not Covered Securities (Please refer to the Definitions section of this Code for more information on the term, Covered Security.)
If you are unclear about whether a proposed transaction involves a Covered Security, contact Compliance via email at CodeofEthics(North America)@invesco.com or by phone at 1-877-331-CODE [1-877-331-2633] prior to executing the transaction.
Any approval granted to a Covered Person to execute a personal security transaction is valid for that business day only, except that if approval is granted after the close of the trading day such approval is good through the next trading day . If a Covered Person does not execute the proposed securities transaction prior to closing of the market immediately following the approval, the Covered Person must resubmit the request on another day for approval.
Compliance will consider the following factors, among others, in determining whether or not pre-clearance approval will be provided. Please note that you must obtain pre-clearance even if you believe your transactions request satisfies the criteria below. The automated review system will review personal trade requests from Covered Persons based on the following considerations:
Blackout Period. Invesco Advisers, Inc. does not permit Covered Persons to trade in a Covered Security if there is conflicting activity in an Invesco Client account.
| Non-Investment Personnel. |
| may not buy or sell a Covered Security within two trading days before or after a Client trades in that security. |
| may not buy or sell a Covered Security if there is a Client order on that security currently with the trading desk. |
| Investment Personnel. |
| may not buy or sell a Covered Security within three trading days before or after a Client trades in that security. |
| may not buy or sell a Covered Security if there is a Client order on that security currently with the trading desk. |
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De Minimis Exemptions. Compliance will apply the following de minimis exemptions in granting pre-clearance when a Client has recently traded or is trading in a security involved in a Covered Persons proposed personal securities transaction:
| Equity de minimis exemptions. |
| If a Covered Person does not have knowledge of trading activity in a particular equity security, he or she may execute up to 500 shares of such security in a rolling 30-day period provided the issuer of such security is included in the Russell 1000 Index. |
| If a Covered Person does not have knowledge of trading activity in a particular equity security, he or she may execute up to 500 shares of such security in a rolling 30 day period provided that there is no conflicting client activity in that security during the blackout period or on the trading desk that exceeds 500 shares per trading day. |
| Fixed income de minimis exemption. If a Covered Person does not have knowledge of trading activity in a particular fixed income security he or she may execute up to $100,000 of par value of such security in a rolling 30-day period. |
The automated review system will confirm that there is no activity currently on the trading desk on the security involved in the proposed personal securities transaction and will verify that there have been no Client transactions for the requested security within the last two trading days for all Covered Persons except Investment Personnel for whom the blackout period is the last three trading days. For Investments, Portfolio Administration and IT personnel, Compliance will also check the trading activity of affiliates with respect to which such personnel have access to transactional information to verify that there have been no Client transactions in the requested security during the blackout period. Compliance will notify the Covered Person of the approval or denial of the proposed personal securities transaction. Any approval granted to a Covered Person to execute a personal security transaction is valid for that business day only, except that if approval is granted after the close of the trading day such approval is good through the next trading day. If a Covered Person does not execute the proposed securities transaction prior to closing of the market immediately following the approval, the Covered Person must resubmit the request on another day for approval.
Any failure to pre-clear transactions is a violation of the Code and will be subject to the following potential sanctions:
| A Letter of Education will be provided to any Covered Person whose failure to pre-clear is considered immaterial or inadvertent. |
| Deliberate failures to pre-clear transactions, as well as repeat and/or material violations, may result in in-person training, probation, withdrawal of personal trading privileges or employment termination, depending on the nature and severity of the violations. |
2. Prohibition of Short-Term Trading Profits . Covered Persons are prohibited from engaging in the purchase and sale, or short sale and cover of the same Covered Security within 60 days at a profit. If a Covered Person trades a Covered Security within the 60 day time frame, any profit from the trade will be disgorged to a charity of Invesco Advisers, Inc.s choice and a letter of education may be issued to the Covered Person.
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3. Initial Public Offerings . Covered Persons are prohibited from acquiring any security in an equity Initial Public Offering. Exceptions will only be granted in unusual circumstances and must be recommended by Compliance and approved by the Chief Compliance Officer or General Counsel (or designee) and the Chief Investment Officer (or designee) of the Covered Persons business unit.
4. Prohibition of Short Sales by Investment Personnel . Investment Personnel are prohibited from effecting short sales of Covered Securities in their personal accounts if a Client of Invesco Advisers, Inc. for whose account they have investment management responsibility has a long position in those Covered Securities.
5. Restricted List Securities . Employees requesting pre-clearance to buy or sell a security on the Restricted List may be restricted from executing the trade because of potential conflicts of interest.
6. Other Criteria Considered in Pre-clearance . In spite of adhering to the requirements specified throughout this section, Compliance, in keeping with the general principles and objectives of the Code, may refuse to grant pre-clearance of a Personal Securities Transaction in its sole discretion without being required to specify any reason for the refusal.
7. Brokerage Accounts .
a. Covered Persons may only maintain brokerage accounts with:
| full service broker-dealers, |
| discount broker-dealers. discount broker-dealer accounts are accounts in which all trading is completed online. These accounts must be held with firms that provide electronic feeds of confirmations directly to Compliance, |
| Invesco Advisers, Incs. -affiliated Broker-dealers (Invesco Distributors, Inc. and Invesco Capital Markets, Inc.) |
b. Brokerage account requirements for Affiliated Mutual Funds. Covered Persons may own shares of Affiliated Mutual Funds that are held at a broker-dealer that is not affiliated with Invesco Advisers, Inc. only if the broker-dealer provides an electronic feed of all transactions and statements to Invesco Advisers, Inc.s Compliance Department. All Covered Persons must arrange for their broker-dealers to forward to Compliance on a timely basis duplicate confirmations of all personal securities transactions and copies of periodic statements for all brokerage accounts, in an electronic format if they include holdings in Affiliated Mutual Funds and preferably in an electronic format for holdings other than Affiliated Mutual Funds.
c. Requirement to move accounts that do not meet Compliance requirement: Every person who becomes a Covered Person under this Code must move all of his or her brokerage accounts that do not comply with the above provision of the Code within thirty (30) days from the date the Covered Person becomes subject to this Code.
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d. Firms that provide electronic feeds to Invescos Compliance Department:
Please refer to the following link in the Invescos intranet site for a list of broker-dealers that currently provide electronic transaction and statement feeds to Invesco Advisers, Inc.:
http://sharepoint/sites/Compliance-COE-
NA/Training/Documents/Approved%20Discount%20Broker%20List.pdf
8. Reporting Requirements .
a. Initial Holdings Reports. Within 10 calendar days of becoming a Covered Person, each Covered Person must complete an Initial Holdings Report by inputting into the automated pre-clearance system, Star Compliance, the following information (the information must be current within 45 days of the date the person becomes a Covered Person):
| A list of all security holdings, including the name, number of shares (for equities) and the principal amount (for debt securities) in which the person has direct or indirect Beneficial Interest. A Covered Person may have a Beneficial Interest in securities held by members of their immediate family sharing the same household (i.e., a spouse and children) or by certain partnerships, trusts, corporations, or other arrangements. |
| The security identifier (CUSIP, symbol, etc.); |
| The name of any broker-dealer or bank with which the person maintains an account in which any securities are held for the direct or indirect benefit of the person; and |
| The date that the report is submitted by the Covered Person |
b. Quarterly Transactions Reports. All Covered Persons must report, no later than 30 days after the end of each calendar quarter, the following information for all transactions in a Covered Security in which a Covered Person has a direct or indirect Beneficial Interest:
| The date of all transactions in that quarter, the security name, the number of shares (for equity securities); or the interest rate and maturity date (if applicable) and the principal amount (for debt securities) for each Covered Security; |
| The nature of the transaction (buy, sell, etc.); |
| The security identifier (CUSIP, symbol, etc.); |
| The price of the Covered Security at which the transaction was executed; |
| The name of the broker-dealer or bank executing the transaction; and |
| The date that the report is submitted to Compliance. |
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All Covered Persons must submit a Quarterly Transaction Report regardless of whether they executed transactions during the quarter or not. If a Covered Person did not execute transactions subject to reporting requirements during a quarter, the Report must include a representation to that effect. Covered Persons need not include transactions made through an Automatic Investment Plan/Dividend Reinvestment Plan or similar plans and transactions in Covered Securities held in the Invesco 401(k), Invesco Money Purchase Plan (MPP), or accounts held directly with Invesco in the quarterly transaction report.
Additionally, Covered Persons must report information on any new brokerage account established by the Covered Person during the quarter for the direct or indirect benefit of the Covered Person (including Covered Securities held in a 401(k) or other retirement vehicle, including plans sponsored by Invesco Advisers, Inc. or its affiliates). The report shall include:
| The date the account was established; |
| The name of the broker-dealer or bank; and |
| The date that the report is submitted to Compliance. |
Compliance may identify transactions by Covered Persons that technically comply with the Code for review based on any pattern of activity that has an appearance of a conflict of interest.
c. Annual Holdings Reports. All Covered Persons must report annually the following information, which must be current within 45 days of the date the report is submitted to Compliance:
| The security name and the number of shares (for equities) or the interest rate and maturity date (if applicable) and principal amount (for debt securities) for each Covered Security in which the Covered Person has any direct or indirect Beneficial Interest; |
| The security identifier for each Covered Security (CUSIP, symbol, etc.); |
| The name of the broker-dealer or bank with or through which the security is held; and |
| The date that the report is submitted by the Covered Person to Compliance. |
d. Discretionary Managed Accounts. In order to establish a discretionary managed account, you must grant the manager complete investment discretion over your account. Pre-clearance is not required for trades in this account; however, you may not participate, directly or indirectly, in individual investment decisions or be aware of such decisions before transactions are executed. This restriction does not preclude you from establishing investment guidelines for the manager, such as indicating industries in which you desire to invest, the types of securities you want to purchase or your overall investment objectives. However, those guidelines may not be changed so frequently as to give the appearance that you are actually directing account investments. Covered Persons must receive approval from Compliance to establish and maintain such an account and must provide written
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evidence that complete investment discretion over the account has been turned over to a professional money manager or other third party. Covered Persons are not required to pre-clear or list transactions for such managed accounts in the automated review system; however, Covered Persons with these types of accounts must provide an annual certification that they do not exercise direct or indirect Control over the managed accounts.
e. Certification of Compliance. All Covered Persons must certify annually that they have read and understand the Code and recognize that they are subject to the Code. In addition, all Covered Persons must certify annually that they have complied with the requirements of the Code and that they have disclosed or reported all personal securities transactions required to be disclosed or reported under the Code. If material changes are made to the Code during the year, these changes will also be reviewed and approved by Invesco Advisers, Inc. and the relevant fund boards. All Covered Persons must certify within 30 days of the effective date of the amended code that they have read and understand the Code and recognize that they are subject to the Code.
9. Private Securities Transactions . Covered Persons may not engage in a Private Securities Transaction without first (a) giving Compliance a detailed written notification describing the transaction and indicating whether or not they will receive compensation and (b) obtaining prior written permission from Compliance. Investment Personnel who have been approved to acquire securities of an issuer in a Private Securities Transaction must disclose that investment to Compliance and the Chief Investment Officer of the Investment Personnels business unit when they are involved in a Clients subsequent consideration of an investment in the same issuer. The business units decision to purchase such securities on behalf of Client account must be independently reviewed by Investment Personnel with no personal interest in that issuer.
10. Limited Investment Opportunity (e.g. private placements, hedge funds, etc. ). Covered Persons may not engage in a Limited Investment Opportunity without first (a) giving Compliance a detailed written notification describing the transaction and (b) obtaining prior written permission from Compliance.
11. Excessive Short Term Trading in Funds . Employees are prohibited from excessive short term trading of any mutual fund advised or sub-advised by Invesco Advisers, Inc. and are subject to various limitations on the number of transactions as indicated in the respective prospectus and other fund disclosure documents.
B. Invesco Ltd. Securities
1. No Employee may effect short sales of Invesco Ltd. securities.
2. No Employee may engage in transactions in publicly traded options, such as puts, calls and other derivative securities relating to the Invesco Ltds securities, on an exchange or any other organized market.
3. For all Covered Persons, transactions, including transfers by gift, in Invesco Ltd. securities are subject to pre-clearance regardless of the size of the transaction, and are subject to blackout periods established by Invesco Ltd. and holding periods prescribed under the terms of the agreement or program under which the securities were received.
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4. Holdings of Invesco Ltd. securities in Covered Persons accounts are subject to the reporting requirements specified in Section IV. A.8 of this Code.
C. Limitations on Other Personal Activities
1. Outside Business Activities . Employees may not engage in any outside business activity, regardless of whether or not he or she receives compensation, without prior approval from Compliance. Absent prior written approval of Compliance, Employees may not serve as directors, officers, or employees of unaffiliated public or private companies, whether for profit or non-profit. If the outside business activity is approved, the Employee must recuse himself or herself from making Client investment decisions concerning the particular company or issuer as appropriate, provided that this recusal requirement shall not apply with respect to certain Invesco Advisers, Inc.s Employees, who may serve on corporate boards as a result of, or in connection with, Client investments made in those companies. Employees must always comply with all applicable Invesco Ltd. policies and procedures, including those prohibiting the use of material non-public information in Client or employee personal securities transactions.
2. Gift and Entertainment Policy . Employees may not give or accept Gifts or Entertainment that may be considered excessive either in dollar value or frequency to avoid the appearance of any potential conflict of interest. The Invesco Ltd. Gifts and Entertainment Policy includes specific conditions under which employees may accept or give gifts or entertainment. Where there are conflicts between a minimal standard established by a policy of Invesco Ltd. and the standards established by a policy of Invesco Advisers, Inc., including this Code, the latter shall control.
Under no circumstances may an Employee give or accept cash or any possible cash equivalent from a broker or vendor.
An Employee may not provide or receive any Gift or Entertainment that is conditioned upon Invesco Advisers, Inc., its parents or affiliates doing business with the other entity or person involved.
| Entertainment. Employees must report Entertainment to Compliance within thirty (30) calendar days after the receipt or giving by submitting a Gift Report within the automated review system. The requirement to report Entertainment includes dinners or any other event with a Business Partner of Invesco Advisers, Inc. in attendance. |
Employees may not reimburse Business Partners for the cost of tickets that would be considered excessive or for travel related expenses without approval of Compliance.
Examples of Entertainment that may be considered excessive in value include Super Bowls, All-Star games, Kentucky Derby, hunting trips, ski trips, etc. An occasional sporting event, golf outing or concert when accompanied by the Business Partner may not be excessive.
Gifts. Employees are prohibited from accepting or giving the following: single Gifts valued in excess of $100 in any calendar year; or Gifts from one person or firm valued in excess of $100 in the aggregate during a calendar year period.
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Reporting Requirements for Gifts and Entertainment :
| Reporting of Gifts and Entertainment given to an Invesco Employee by a Client or Business Partner. All Gifts and Entertainment received by an Employee must be reported through the automated pre-clearance system within thirty (30) calendar days after the receipt of the Gift or the attendance of the Entertainment event. |
| Reporting of Gifts and Entertainment given by an Invesco Employee to a Client or Business Partner. All Gifts and Entertainment given by an Employee must be reported through the reporting requirements of the Employees business unit. An Employee should contact their manager or Compliance if they are not sure how to report gifts they intend to give or have given to a Client or Business Partner. |
3. U.S. Department of Labor Reporting : Under current U.S. Department of Labor (DOL) Regulations, Invesco Advisers, Inc. is required to disclose to the DOL certain specified financial dealings with a union or officer, agent, shop steward, employee, or other representative of a union (collectively referred to as union officials). Under the Regulations, practically any gift or entertainment furnished by Invesco Advisers, Inc.s Employees to a union or union official is considered a payment reportable to the DOL.
Although the Regulations provide for a de minimis exemption from the reporting requirements for payments made to a union or union official which do not exceed $250 a year, that threshold applies to all of Invesco Advisers, Inc.s Employees in the aggregate with respect to each union or union official. Therefore, it is Invesco Advisers, Inc.s policy to require that ALL gifts or entertainment furnished by an Employee be reported to Invesco Advisers, Inc. using the Invesco Advisers, Inc. Finance Departments expense tracking application, Oracle E-Business Suite or any other application deployed for that purpose which has the capability to capture all the required details of the payment. Such details include the name of the recipient, union affiliation, address, amount of payment, date of payment, purpose and circumstance of payment, including the terms of any oral agreement or understanding pursuant to which the payment was made.
Invesco Advisers, Inc. is obligated to report on an annual basis all payments, subject to the de minimis exemption, to the DOL on Form LM-10 Employer Report.
If you have any question whether a payment to a union or union official is reportable, please contact Compliance. A failure to report a payment required to be disclosed will be considered a material violation of this Code. The DOL also requires all unions and union officials to report payments they receive from entities such as Invesco Advisers, Inc. and their Employees.
D. Parallel Investing Permitted
Subject to the provisions of this Code, Employees may invest in or own the same securities as those acquired or sold by Invesco Advisers, Inc. for its Clients.
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V. Reporting of Potential Compliance Issues
Invesco Advisers, Inc. has created several channels for Employees to raise compliance issues and concerns on a confidential basis. An Employee should first discuss a compliance issue with their supervisor, department head or with Invesco Advisers, Inc.s General Counsel or Chief Compliance Officer. Human Resources matters should be directed to the Human Resources Department, an additional anonymous vehicle for reporting such concerns.
In the event that an Employee does not feel comfortable discussing compliance issues through normal channels, the Employee may anonymously report suspected violations of law or Invesco policy, including this Code, by calling the toll-free Invesco Compliance Reporting Hotline, 1-855-234-9780 which is available to employees of multiple operating units of Invesco Ltd. Employees may also report their concerns by visiting the Invesco Compliance Reporting Hotline website at: www.invesco.ethicspoint.com To ensure your confidentiality, the phone line and website are provided by an independent company and available 24 hours a day, 7 days a week. All submissions to the Compliance Reporting Hotline will be reviewed and handled in a prompt, fair and discreet manner. Employees are encouraged to report these questionable practices so that Invesco has an opportunity to address and resolve these issues before they become more significant regulatory or legal issues.
VI. Administration of the Code of Ethics
Invesco Advisers, Inc. has used reasonable diligence to institute procedures reasonably necessary to prevent violations of this Code.
No less frequently than annually, Invesco Advisers, Inc. will furnish to the funds board a written report that:
| describes significant issues arising under the Code since the last report to the funds board, including information about material violations of the Code and sanctions imposed in response to material violations; and |
| certifies that Invesco Advisers, Inc. has adopted procedures reasonably designed to prevent Covered Persons from violating the Code. |
VII. Sanctions
Compliance will issue a letter of education to the Covered Persons involved in violations of the Code that are determined to be inadvertent or immaterial.
Invesco Advisers, Inc. may impose additional sanctions in the event of repeated violations or violations that are determined to be material or not inadvertent, including disgorgement of profits (or the differential between the purchase or sale price of the personal security transaction and the subsequent purchase or sale price by a relevant Client during the enumerated period), a letter of censure or suspension, or termination of employment.
VIII. Exceptions to the Code
Invesco Advisers, Inc.s Chief Compliance Officer (or designee) may grant an exception to any provision in this Code.
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IX. Definitions
| Affiliated Mutual Funds generally includes all mutual funds advised or sub-advised by Invesco Advisers, Inc. |
| Automatic Investment Plan means a program in which regular purchases or sales are made automatically in or from investment accounts in accordance with a predetermined schedule and allocation, including dividend reinvestment plans. |
| Beneficial Interest has the same meaning as Rule 16a-1(a)(2) under the Securities Exchange Act of 1934, as amended (the 34 Act). To have a beneficial interest, Covered Persons must have a direct or indirect pecuniary interest, which is the opportunity to profit directly or indirectly from a transaction in securities. Thus a Covered Person may have Beneficial Interest in securities held by members of his or her immediate family sharing the same household (i.e. a spouse and children) or by certain partnerships, trusts, corporations, or other arrangements. |
| Client means any account for which Invesco Advisers, Inc. is either the adviser or sub-adviser including Affiliated Mutual Funds. |
| Control has the same meaning as under Section 2(a)(9) of the Investment Company Act. |
| Covered Person means and includes: |
| any director, officer, full or part time Employee of Invesco Advisers, Inc. or any full or part time Employee of any Invesco Advisers, Inc.s affiliates that, in connection with his or her regular functions or duties, makes, participates in, or obtains any information concerning any Clients purchase or sale of Covered Securities or who is involved in making or obtains information concerning investment recommendations with respect to such purchase or sales of Covered Securities; or who has access to non-public information concerning any Clients purchase or sale of Covered Securities, access to non-public securities recommendations or access to non-public information concerning portfolio holdings of any portfolio advised or sub-advised by Invesco Advisers, Inc. |
| all Employees of Invesco Ltd. located in the United States who are not covered by the Code of Ethics of a registered investment advisory affiliate of Invesco Ltd. |
| any other persons falling within the definition of Access Person under Rule 17j-1 of the Investment Company Act of 1940 , as amended (the Investment Company Act) or Rule 204A-1 under the Investment Advisers Act of 1940, as amended (the Advisers Act) and such other persons that may be so deemed to be Covered Persons by Compliance. |
Invesco has created a separate Code of Ethics for Trustees of the funds. Independent Trustees are not Covered Persons under the Invesco Advisers, Inc. Code of Ethics. Trustees who are not Independent Trustees and are not Employees of Invesco, must report their securities holdings, transactions, and accounts as required in section 8 of this Code by providing duplicate statements for all Covered Accounts.
| Covered Security means a security as defined in Section 2(a)(36) of the Investment Company Act except that it does not include the following (Please note: exchange traded funds (ETFs) are considered Covered Securities): |
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| Direct obligations of the Government of the United States or its agencies; |
| Bankers acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements; |
| Any open-end mutual fund not advised or sub-advised by Invesco Advisers, Inc. All Affiliated Mutual Funds shall be considered Covered Securities regardless of whether they are advised or sub-advised by Invesco Advisers, Inc.; |
| Any unit investment trust, including unit investment trusts advised or sub-advised by Invesco Advisers, Inc.; and |
| Invesco Ltd. stock because it is subject to the provisions of Invesco Ltd.s Code of Conduct. Notwithstanding this exception, transactions in Invesco Ltd. securities are subject to all the pre-clearance and reporting requirements outlined in other provisions of this Code and any other corporate guidelines issued by Invesco Ltd. |
| Employee means and includes: |
| Any full or part time Employee of Invesco Advisers, Inc. or any full or part time Employee of any Invesco Advisers, Inc.s affiliates that, in connection with his or her regular functions or duties, makes or participates in, or obtains any information concerning any Clients purchase or sale of Covered Securities or who is involved in making or obtains information concerning investment recommendations with respect to such purchase or sales of Covered Securities; or who has access to non-public information concerning any Clients purchase or sale of Covered Securities, access to non-public securities recommendations or access to non-public information concerning portfolio holdings of any portfolio advised or sub-advised by Invesco Advisers, Inc. |
| All Employees of Invesco Ltd. located in the United States who are not covered by the Code of Ethics of a registered investment advisory affiliate of Invesco Ltd. |
| Any other persons falling within the definitions of Access Person or Advisory Person under Rule 17j-1 of the Investment Company Act or Rule 204A-1 under the Advisers Act and such other persons that may be deemed to be an Employee by Compliance. |
| Gifts, Entertainment and Business Partner have the same meaning as provided in the Invesco Ltd. Gifts and Entertainment Policy. |
| Independent Trustee means a Trustee who is not an interested person within the meaning of Section 2(a)(19) of the Investment Company Act. |
| Initial Public Offering means an offering of securities registered under the Securities Act of 1933, as amended, the issuer of which, immediately before the registration, was not subject to the reporting requirements of Section 13 or 15(d) of the 34 Act. |
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| Invesco Advisers, Inc.s -affiliated Broker-dealer means Invesco Distributors, Inc. or Invesco Capital Markets, Inc. or their successors. |
| Investment Personnel means any full or part time Employee of Invesco Advisers, Inc. or any full or part time Employee of any Invesco Advisers, Inc.s affiliates who, in connection with his or her regular functions or duties, makes or participates in making recommendations regarding the purchase or sale of Covered Securities by Clients or any natural person who Controls a Client or an investment adviser and who obtains information concerning recommendations made to the Client regarding the purchase or sale of securities by the Client as defined in Rule 17j-1. |
| Non-Investment Personnel means any Employee that does not meet the definition of Investment Personnel as listed above. |
| Private Securities Transaction means any securities transaction relating to new offerings of securities which are not registered with the Securities and Exchange Commission, provided however that transactions subject to the notification requirements of Rule 3050 of the Financial Industry Regulatory Authoritys (FINRA) Conduct Rules, transactions among immediate family members (as defined in the interpretation of the FINRA Board of Governors on free-riding and withholding) for which no associated person receives any selling compensation, and personal securities transactions in investment company and variable annuity securities shall be excluded. |
| Restricted List Securities means the list of securities that are provided to Compliance Department by Invesco Ltd. or investment departments, which include those securities that are restricted from purchase or sale by Client or Employee accounts for various reasons (e.g., large concentrated ownership positions that may trigger reporting or other securities regulatory issues, or possession of material, non-public information, or existence of corporate transaction in the issuer involving an Invesco Ltd. unit). |
| Trustee means any member of the Board of Trustees for an open-end or closed-end mutual fund advised or sub-advised by Invesco Advisers, Inc |
X. Invesco Ltd. Policies and Procedures
All Employees are subject to the policies and procedures established by Invesco Ltd., including the Code of Conduct, Insider Trading Policy, Policy Concerning Political Contributions and Charitable Donations, and Gift and Entertainment Policy and must abide by all their requirements, provided that where there is a conflict between a minimal standard established by an Invesco Ltd. policy and the standards established by an Invesco Advisers, Inc. policy, including this Code, the latter shall control.
XI. Code Of Ethics Contacts
| Telephone Hotline: 1-877-331-CODE [2633] |
| E-Mail: CodeofEthics(North America)@invesco.com |
Last Revised: January 1, 2014
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Invesco Ltd. Code of Conduct
A. | Introduction |
Our companys Mission Helping Investors Worldwide Build Their Financial Security is a logical starting point for our Code of Conduct. To help guide us in achieving our Mission, Invesco has developed the following set of Principles:
| We are passionate about our clients success |
| We earn trust by acting with integrity |
| People are the foundation of our success |
| Working together, we achieve more |
| We believe in the continuous pursuit of performance excellence |
This Code of Conduct (Code of Conduct or Code) has been created to assist us in accomplishing our Mission. It contains a number of policies and standards which, when taken together, are designed to help define the essence of the conduct of an Invesco representative. These policies and standards are also intended to provide guidance to Invesco personnel in fulfilling their obligations to comply with applicable laws, rules and regulations (applicable laws). This Code of Conduct applies to all officers and other employees of Invesco and its subsidiaries (collectively, Covered Persons).
Our Principles also help define the Invesco culture. In practice, this means that our clients interests must always come first, that Covered Persons should treat each other with respect and consideration, and that Invesco should participate as a responsible corporate citizen in every community in which it operates. This commitment is a vital part of our achieving our principal responsibility as a publicly-held company: producing a fair return on our shareholders capital.
This Code of Conduct contains broad and general principles that supplement the specific policies, procedures and training within each business unit of Invesco.
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B. | Statement of General Principles |
Invesco operates in a highly-regulated and complex environment. There are numerous layers of overlapping, and occasionally conflicting, laws, customs and local practices. This Code of Conduct was designed to provide all of us who are part of Invesco with a clear statement of our firms ethical and cultural standards.
Generally, we serve our clients as fiduciaries. Fiduciary businesses are generally held to a higher standard of conduct than other businesses, and as such there are special obligations that apply. The following key duties and principles govern our conduct as fiduciaries:
| Best interests of clients - As fiduciaries, we have a duty to act with reasonable care, skill and caution in the best interests of our clients, and to avoid conflicts of interest. |
| Global fiduciary standards - Invesco seeks to maintain the same high fiduciary standards throughout the world, even though those standards may not be legally required, or even recognized, in some countries. |
| Client confidentiality - We must maintain the confidentiality of information relating to the client, and comply with the data protection requirements imposed by many jurisdictions. |
| Information - Clients must be provided with timely and accurate information regarding their accounts. |
| Segregation and protection of assets - Processes must be established for the proper maintenance, control and protection of client assets. Fiduciary assets must be segregated from Invesco assets and property. |
| Delegation of duties - Fiduciary duties should be delegated only when the client consents and where permitted by applicable law. Reasonable care, skill and caution must be exercised in the selection of agents and review of their performance. |
| Client guidelines - Invesco is responsible for making investment decisions on behalf of clients that are consistent with the prospectus, contract, or other controlling document relating to the clients account. |
| Relations with regulators - We seek relationships with regulators that are open and responsive in nature. |
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C. | General Conduct |
1. | Fair and Honest Dealing |
Covered Persons shall deal fairly and honestly with Invescos shareholders, customers, suppliers, competitors and employees. Covered Persons shall behave in an ethical manner and shall not take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair dealing practice.
2. | Anti-Discrimination and Harassment |
Invesco is committed to providing a work environment that is free of discrimination and harassment. Such conduct, whether overt or subtle, is demeaning, may be illegal, and undermines the integrity of the employment relationship.
Sexual harassment can include unwelcome sexual advances, requests for sexual favors, pressure to engage in a sexual relationship as a condition of employment or promotion, or conduct which creates a hostile or offensive work environment.
Discrimination can take many forms including actions, words, jokes, or comments based upon an individuals race, citizenship, ethnicity, color, religion, sex, veteran status, national origin, age, disability, sexual orientation, marital status or other legally protected characteristic. Any Covered Person who engages in harassment or discrimination will be subject to disciplinary action, up to and including termination of employment.
3. | Electronic Communications |
The use of electronic mail, the Internet and other technology assets is an important part of our work at Invesco. Used improperly, this technology presents legal and business risks for the company and for individual employees. There are also important privacy issues associated with the use of technology, and related regulations are evolving.
In accordance with Invescos IT Systems: Acceptable Use policies, all Covered Persons are required to use information technology for proper business purposes and in a manner that does not compromise the confidentiality of sensitive or proprietary information. All communications with the public, clients, prospects and fellow employees must be conducted with dignity, integrity, and competence and in an ethical and professional manner.
We must not use information technology to: transmit or store materials which are obscene, pornographic, or otherwise offensive; engage in criminal activity; obtain unauthorized access to data or files; commit copyright violations; install personal software without permission; or make Internet statements, without permission, that suggest that the user is speaking on behalf of Invesco or its affiliates.
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4. | Substance Abuse |
Invesco is committed to providing a safe and healthy work place for all employees. The use, possession, sale, transfer, purchase, or being under the influence of drugs at any time while on company premises or on company business is prohibited. The term drug includes alcoholic beverages (other than in connection with entertainment events, or in other appropriate settings), prescriptions not authorized by your doctor, inhalants, marijuana, cocaine, heroin and other illegal substances.
5. | Political Activities and Lobbying |
Covered Persons, as private citizens, are encouraged to exercise their rights and duties in any political or civic process. For example, voting in elections for which they are eligible, or making contributions supporting candidates or parties of their choice.
Invesco does not make political contributions with corporate funds. No Covered Person may, under any circumstances, use company funds to make political contributions, nor may you represent your personal political views as being those of the company.
In the United States, Invesco does support a Political Action Committee.
D. | Conflicts of Interest |
Invesco and its Covered Persons must adhere to the highest standards of honest and ethical conduct. A conflict of interest exists when a Covered Person acts in a manner that is not in the best interests of Invesco, our clients, or our shareholders. Often, this is because the Covered Person or someone with whom they have a close personal relationship (e.g. a relative or friend) will benefit personally.
All Covered Persons must act in a manner that is in the best interests of Invesco, our clients, and our shareholders and must avoid any situation that gives rise to an actual or apparent conflict of interest. At no time may a Covered Person use Invesco property, information, or their position to profit personally or to assist others in profiting at the expense of the company, to compete with Invesco, or to take advantage of opportunities that are discovered in the course of serving Invesco.
All Covered Persons shall promptly communicate to the applicable member of the Legal and Compliance Department any material transaction, relationship, or situation that reasonably could be expected to give rise to a conflict of interest so that the company and the Covered Person may take steps to minimize the conflict.
While not all-inclusive, the following sections describe in more detail key areas where real or perceived conflicts of interest can arise.
1. | Outside Activities and Compensation |
No Covered Person shall perform work or render services for any competitor of Invesco or for any organization with which Invesco does business, or which seeks to do
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business with Invesco, outside of the normal course of his or her employment with Invesco, without the prior written approval of the company. Nor shall any such person be a director, officer, or consultant of such an organization, or permit his or her name to be used in any fashion that would tend to indicate a business connection with such organization, without such approval. Outside organizations can include public or private corporations, partnerships, charitable foundations and other not-for-profit institutions. With the above approval, Covered Persons may receive compensation for such activities.
Service with organizations outside of Invesco can, however, raise serious regulatory issues, including conflicts of interest and access to material non-public information.
As an outside board member or officer, a Covered Person may come into possession of material non-public information about the outside company or other public companies. It is critical that a proper information barrier be in place between Invesco and the outside organization, and that the Covered Person does not communicate such information to other Covered Persons in violation of the information barrier.
Similarly, Invesco may have a business relationship with the outside organization or may seek a relationship in the future. In those circumstances, the Covered Person must not be involved in any way in the business relationship between Invesco and the outside organization.
Invesco retains the right to prohibit membership by Covered Persons on any board of directors/trustees or as an officer of an outside organization where such membership might conflict with the best interests of the company. Approval will be granted on a case-by-case basis, subject to proper resolution of potential conflicts of interest. Outside activities will be approved only if these issues can be satisfactorily resolved.
2. | Personal Trading |
Purchasing and selling securities in a Covered Persons own account, or accounts over which the Covered Person has access or control, particularly in securities owned by client accounts, can give rise to potential conflicts of interest. As fiduciaries, we are held to the highest standards of conduct. Improperly gaining advance knowledge of portfolio transactions, or conducting securities transactions based upon information obtained at Invesco, can be a violation of those standards.
Every Covered Person must also comply with the specific personal trading rules in effect for the Covered Persons business unit.
3. | Information Barriers and Material Non-Public Information |
In the conduct of our business, Covered Persons may come into possession of material non-public information. This information could concern an issuer, a client, a portfolio, the market for a particular security, or Invesco itself. The Board of Directors of the company has adopted an Insider Trading Policy (Insider Trading Policy) which applies to all Covered Persons. The Insider Trading Policy prohibits all Covered Persons from
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using such information in ways that violate the law, including for personal gain. Non-public information must be kept confidential, which may include keeping it confidential from other Covered Persons. The purchase or sale of Invescos securities or the securities of other publicly-traded companies while aware of material nonpublic information about such company, or the disclosure of material nonpublic information to others who then trade in such companys securities, is prohibited by this Code of Conduct and by United States and other jurisdictions securities laws.
With regard to Invesco securities, the Insider Trading Policy, among other provisions, prohibits directors, officers, and other Covered Persons who are deemed to have access to material, non-public information relating to the company from trading during specified Blackout Periods (as defined therein). All Covered Persons should review the Invesco Insider Trading Policy carefully and follow the policies and procedures described therein. The failure of a Covered Person to comply with the companys Insider Trading Policy may subject him or her to company-imposed sanctions, up to and including termination for cause, whether or not the failure to comply results in a violation of law. Please contact an appropriate member of the Legal and Compliance Department on any questions regarding this subject and the companys Insider Trading Policy.
4. | Gifts and Relationships with Customers and Suppliers |
Invesco seeks to do business with clients and suppliers on a fair and equitable basis. We may not accept or provide gifts of other than nominal value, or lavish entertainment, or other valuable benefits or special favors to or from customers or suppliers. We must observe any limits imposed by our business units policies, local laws, or regulations with respect to the acceptance or provision of gifts and entertainment.
E. | Compliance with Applicable Laws |
Invesco strives to ensure that all activity by or on behalf of Invesco is in compliance with applicable laws. As Invesco operates in major countries and securities markets throughout the world, we have a duty to comply with applicable laws of the jurisdictions in which we operate. While not exhaustive, this section describes several areas where such legislation may exist.
1. | Anti-Bribery and Dealings with Governmental Officials |
Invesco does not tolerate bribery. We, and those working on Invescos behalf, must not offer, request, receive, give, accept or agree to accept bribes to or from anyone whether in the private or public sector with the intent to induce or reward improper performance of duties.
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Many of the countries in which Invesco conducts its business prohibit the improper influencing of governmental officials or other business persons by the payment, giving or offering of bribes, gifts, political contributions, lavish hospitality or by other means. Our policy requires adherence to those restrictions.
Do not directly or indirectly promise, offer or make payment in money or give an advantage or anything of value to anyone including a government official, agent or employee of a government, political party, labour organization, charity, a business entity or its representatives, a candidate of a political party or their families, with the intent to induce favourable business treatment or improper performance of their business or government decisions and actions.
This policy prohibits actions intended to, for example, improperly:
| influence a specific decision or action or |
| enhance future relationships or |
| maintain existing relationships |
We must not request, accept or agree to accept payments or other advantages that are intended to improperly influence our decisions or actions or additionally, agree to any business relationships that are conditional on such advantages being given or received.
In general, all travel and entertainment that Covered Persons provide to existing or perspective business partners and governmental officials must be pre-approved within the appropriate business unit. If approved, and in the case of situations involving government officials, a written confirmation that such expenses do not violate local law must be obtained from an appropriate third party (e.g., the business units legal counsel or the government officials supervisor).
Covered Persons shall comply with applicable laws governing political campaign finance and lobbying activities and shall not engage in any conduct that is intended to avoid the application of such laws to activities undertaken on Invescos behalf. In addition, appropriate executive officers shall monitor compliance with lobbyist registration and disclosure requirements by all individuals who act on behalf of Invesco.
These prohibitions in this section extend to any consultants or agents we may retain on behalf of Invesco.
Further information can be found in Invescos Global Anti-Bribery policy. Guidance regarding genuine and allowable gifts, benefits and entertainment is set out in the Gifts, Benefits and Entertainment Policy.
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2. | Anti-Money Laundering |
In the global marketplace, the attempted use of financial institutions and instruments to launder money is a significant problem that has resulted in the passage of strict laws in many countries. Money laundering is the attempt to disguise money derived from or intended to finance illegal activity including drug trafficking, terrorism, organized crime, fraud, and many other crimes. Money launderers go to great lengths to hide the sources of their funds. Among the most common stratagems are placing cash in legitimate financial institutions, layering between numerous financial institutions, and integrating the laundered proceeds back into the economy as apparently legitimate funds.
All Covered Persons must be vigilant in the fight against money laundering, and must not allow Invesco to be used for money laundering. Each business unit has developed an anti-money laundering program that is consistent with Invescos policy. Each Covered Person must comply with the applicable program.
3. | A ntitrust |
The laws of many countries are designed to protect consumers from illegal competitive actions such as price fixing and dividing markets. It is Invescos policy and practice to compete based on the merits of our products and services. In order to further that policy, Covered Persons must not fix or control prices with competitors, divide up territories or markets, limit the production or sale of products, boycott certain suppliers or customers, unfairly control or restrict trade in any way, restrict a competitors marketing practices, or disparage a competitor. Covered Persons must never discuss products, pricing or markets with competitors with the intent to fix prices or divide markets.
4. | International Issues |
If you conduct business for Invesco outside of the U.S., in addition to being familiar with the local laws of the other countries involved, be sure you are familiar with the following U.S. laws and regulations. Violations of these laws can result in substantial fines, imprisonment and severe restrictions on the companys ability to do business.
Foreign Corrupt Practices Act
The United States Foreign Corrupt Practices Act (FCPA) and similar laws in many other countries have a variety of provisions that regulate business in other countries and with foreign citizens. In essence, these laws make it a crime to promise or give anything of value to a foreign official or political party in order to obtain or keep business or obtain any improper advantage. It is also illegal to make payments to agents, sales representatives or other third parties if you have reason to believe your gift will be used illegally. Seek advice from the appropriate member of the Legal and Compliance
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Department for interpretation of the FCPA or similar laws if you are involved in any business dealings that involve foreign countries.
Anti-Boycott Laws
From time to time, various countries may impose restrictions upon the ability of businesses in their jurisdiction to engage in commerce with designated individuals, countries or companies. These laws are commonly referred to as boycotts or trade embargoes. It may be against the law to cooperate in any boycotts between foreign countries not sanctioned by the laws of the place where your office is located. All requests for boycott support or boycott-related information must be reported to your supervisor and the member of the Legal and Compliance Department with responsibility for your office.
Similarly, many countries contribute the names of criminal or terrorist organizations or individuals to a common database and require financial institutions to screen customer lists against the database as part of their Know Your Customer obligations. We must be aware of, and where appropriate, adhere to any such restrictions.
Embargo Sanctions
The United States Treasury Departments Office of Foreign Assets Control prohibits U.S. companies and their foreign subsidiaries from doing business with certain countries and agencies and certain individuals. The laws of other countries may have similar types of prohibitions. The regulations vary depending on the country and the type of transaction and often change as countries foreign policies change. If you are aware of any sensitive political issues with a country in which Invesco is doing or considering doing business, seek advice from the appropriate member of the Legal and Compliance Department.
F. | Information Management |
1. | Confidential Information |
Confidential information includes all non-public information that might be of use to competitors, or harmful to the company or its customers, if disclosed. All information (in any form, including electronic information) that is created or used in support of company business activities is the property of Invesco. This company information is a valuable asset and Covered Persons are expected to protect it from unauthorized disclosure. This includes Invesco customer, supplier, business partner, and employee data. United States (federal and state) and other jurisdictions laws may restrict the use of such information and impose penalties for impermissible use or disclosure.
Covered Persons must maintain the confidentiality of information entrusted to them by the company or its customers, vendors or consultants except when disclosure is properly authorized by the company or legally mandated. Covered Persons shall take
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all reasonable efforts to safeguard such confidential information that is in their possession against inadvertent disclosure and shall comply with any non-disclosure obligations imposed on Invesco in its agreements with third parties.
Information pertaining to Invescos competitive position or business strategies, and information relating to negotiations with Covered Persons or third parties, should be protected and shared only with Covered Persons having a need to know such information in order to perform their job responsibilities.
2. | Data Privacy |
Data privacy, as it relates both to our clients and our employees, has become a major political and legal issue in many jurisdictions in which we do business. A variety of laws in each of those jurisdictions governs the collection, storage, dissemination, transfer, use, access to and confidentiality of personal information and patient health information. These laws can work to limit transfers of such data across borders and even among affiliated entities within Invesco. Invesco and its Covered Persons will comply with all provisions of these laws that relate to its business, including the privacy, security and electronic transmission of financial, health and other personal information. The company expects its Covered Persons to keep all such data confidential and to protect, use and disclose information in the conduct of our business only in compliance with these laws. The company will consider and may release personal information to third parties to comply with law or to protect the rights, property or safety of Invesco and its customers. In accordance with Invesco policies, each business unit has developed required disclosures and data security procedures applicable to that business unit. All Covered Persons must comply with the applicable procedures.
With respect to Invesco Covered Persons, all salary, benefit, medical and other personal information relating to Covered Persons shall generally be treated as confidential. Personnel files, payroll information, disciplinary matters, and similar information are to be maintained in a manner designed to protect confidentiality in accordance with applicable laws. All Covered Persons shall exercise due care to prevent the release or sharing of such information beyond those persons who may need such information to fulfill their job functions. Notwithstanding the foregoing, all personnel information belongs solely to Invesco and may be reviewed or used by the company as needed to conduct its business.
G. | Protecting Invescos Assets |
All Covered Persons shall strive to preserve and protect the companys assets and resources and to promote their efficient use. The standards set forth below are intended to guide Covered Persons by articulating Invescos expectations as they relate to activities or behaviors that may affect the companys assets.
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1. | Personal Use of Corporate Assets |
Theft, carelessness and waste have a direct impact on Invescos profitability. Covered Persons are not to convert assets of the company to personal use. Company property should be used for the companys legitimate business purposes and the business of the company shall be conducted in a manner designed to further Invescos interest rather than the personal interest of an individual Covered Person. Covered Persons are prohibited from the unauthorized use or taking of Invescos equipment, supplies, materials or services. Prior to engaging in any activity on company time which will result in remuneration to the Covered Person or the use of Invescos equipment, supplies, materials or services for personal or non-work related purposes, officers and other Covered Persons shall obtain the approval of the supervisor of the appropriate business unit.
2. | Use of Company Software |
Covered Persons use software programs for word processing, spreadsheets, data management, and many other applications. Software products purchased by the company are covered by some form of licensing agreement that describes the terms, conditions and allowed uses. It is the companys policy to respect copyright laws and observe the terms and conditions of any license agreements. Copyright laws in the United States and other countries impose civil and criminal penalties for illegal reproductions and use of licensed software. You must be aware of the restrictions on the use of software and abide by those restrictions. Invesco business equipment may not be used to reproduce commercial software. In addition, you may not use personal software on company equipment without prior written approval.
3. | Computer Resources/E-mail |
The companys computer resources, which include the electronic messaging systems (e-mail, SMS, etc.), belong to Invesco and not to the Covered Person. They are not intended to be used for amusement, solicitation, or other non-business purposes. While it is recognized that Covered Persons will occasionally use the system for personal communications, it is expected that such uses will be kept to a minimum and that Covered Persons will be responsible and professional in their use of these functions. The use of the computer systems to make or forward derogatory or offensive remarks about other people or groups is prohibited. E-mail/Text messages should be treated as any other written business communication.
4. | Invesco Intellectual Property |
Covered Persons must carefully maintain and manage the intellectual property rights of Invesco, including patents, trademarks, copyrights and trade secrets, to preserve and protect their value. Information, ideas and intellectual property assets of Invesco are important to the companys success.
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Invescos name, logo, trademarks, inventions, processes and innovations are intellectual property assets and their protection is vital to the success of the companys business. The companys and any of its subsidiaries names, logos and other trademarks and service marks are to be used only for authorized company business and never in connection with personal or other activities unless appropriately approved and in accordance with company policy. In addition, our Covered Persons must respect the intellectual property rights of third parties. Violation of these rights can subject both you and the company to substantial liability, including criminal penalties.
Any work product produced in the course of performing your job shall be deemed to be a work made for hire and shall belong to Invesco and is to be used only for the benefit of Invesco. This includes such items as marketing plans, product development plans, computer programs, software, hardware and similar materials. You must share any innovations or inventions you create with your supervisor so that the company can take steps to protect these valuable assets.
5. | Retention of Books and Records |
Invesco corporate records are important assets. Corporate records include essentially everything you produce as a Covered Person, regardless of its format. A corporate record may be in the form of paper, computer tapes, microfilm, e-mail, or voice mail. It may be something as obvious as a memorandum or a contract or something not as obvious, such as a desk calendar, an appointment book, or an expense record.
Invesco is required by law to maintain certain types of corporate records, usually for a specified period of time. Failure to retain such documents for such minimum periods could subject Invesco to penalties and fines, cause the loss of rights, obstruct justice, place Invesco in contempt of court, or place Invesco at a serious disadvantage in litigation. However, storage of voluminous records over time is costly. Therefore, Invesco has established controls to assure retention for required periods and timely destruction of retrievable records, such as paper copies and records on computers, electronic systems, microfiche, and microfilm. Even if a document is retained for the legally required period, liability could still result if a document is destroyed before its scheduled destruction date.
Invesco and its affiliates are subject to the regulatory requirements of numerous countries and regulatory agencies. Virtually all of them have specific requirements concerning the creation, maintenance and storage of business records. Invesco expects all Covered Persons to become familiar with and fully comply with the records retention/destruction schedule for the departments and office locations for which they work. If you believe documents should be retained beyond the applicable retention period, consult with the Legal and Compliance Department.
6. | Sales and Marketing Materials |
Invesco is committed to building sustained, open, and honest relationships with our customers, and to complying with all relevant regulatory requirements. This requires
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that all marketing and sales-related materials be prepared under standards approved by the Legal and Compliance Department and, prior to use, reviewed and approved by the appropriate supervisor within a business unit. Covered materials include but are not limited to, requests for proposals, client presentations, performance summaries, advertisements, published market commentaries, brochures and web site content.
H. | Disclosure of Invesco Information |
1. | Integrity and Accuracy of Financial Records |
The preparation and maintenance of accurate books, records and accounts is required by law and essential to the proper discharge of financial, legal and reporting obligations. All Covered Persons are prohibited from directly or indirectly falsifying or causing to be false or misleading any financial or accounting book, record or account. In addition, all financial data must be completely and accurately recorded in compliance with applicable law and Invescos accounting policies and procedures. A Covered Person may violate this section by acting or by failing to act when he or she becomes aware of a violation or potential violation of this section.
2. | Disclosure in Reports and Documents |
Filings and Public Materials . As a public company, it is important that the companys filings with the SEC and other U.S. federal, state, domestic and international regulatory agencies are full, fair, accurate, timely and understandable. The company also makes many other filings with the SEC and other U.S. and international regulatory agencies on behalf of the funds that its subsidiaries and affiliates manage. Further, the company prepares mutual fund account statements, client investment performance information, prospectuses and advertising materials that are sent out to its mutual fund shareholders and clients.
Disclosure and Reporting Policy . The companys policy is to comply with all applicable disclosure, financial reporting and accounting regulations applicable to the company. The company maintains the highest commitment to its disclosure and reporting requirements, and expects and requires all Covered Persons to record information accurately and truthfully in the books and records of the company.
Information for Filings . Depending on his or her position with the company, a Covered Person may be called upon to provide necessary information to assure that the companys public reports and regulatory filings are full, fair, accurate, timely and understandable. The company expects all Covered Persons to be diligent in providing accurate information to the inquiries that are made related to the companys public disclosure requirements.
Disclosure Controls and Procedures and Internal Control Over Financial Reporting . Covered Persons are required to cooperate and comply with the companys disclosure controls and procedures and internal controls over financial reporting so that the companys reports and documents filed with the SEC and other U.S. federal, state,
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domestic and international regulatory agencies comply in all material respects with applicable laws and provide full, fair, accurate, timely and understandable disclosure.
3. | Improper Influence on the Conduct of Audits |
Every Covered Person must deal fairly and honestly with outside accountants performing audits, reviews or examinations of Invescos and its subsidiaries financial statements. To that end, no Covered Person of Invesco may make or cause to be made a materially false or misleading statement (or omit facts necessary to make the statements made not misleading) in connection with an audit, review or examination of financial statements by independent accountants or the preparation of any document or report required to be filed with a governmental or regulatory authority. Covered Persons of Invesco also are prohibited from coercing, manipulating, misleading or fraudulently inducing any independent public or certified public accountant engaged in the performance or review of financial statements that are required to be filed with a governmental or regulatory authority if he or she knows or should have known that his or her actions could result in making those financial statements materially misleading.
4. | Standards for Invescos Financial Officers |
Invescos Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer (the Financial Officers) are required to take all reasonable steps to provide full, fair, accurate, timely and understandable disclosures in the reports and documents that Invesco files with or submits to the SEC and other regulatory bodies and in other public communications made by Invesco. In the event that a Financial Officer learns that any such report, document or communication does not meet this standard and such deviation is material, then the Financial Officers are required to review and investigate such deviation, advise the Board of Directors or the Audit Committee of the Board of Directors regarding the deviation and, where necessary, revise the relevant report, document or communication.
Although a particular accounting treatment for one or more of Invescos operations may be permitted under applicable accounting standards, the Financial Officers may not authorize or permit the use of such an accounting treatment if the effect is to distort or conceal Invescos true financial condition. The accounting standards and treatments utilized by Invesco must, in all instances, be determined on an objective and uniform basis and without reference to a single transaction or series of transactions and their impact on Invescos financial results for a particular time period. Any new or novel accounting treatment or standard that is to be utilized in the preparation of Invescos financial statements must be discussed with Invescos Audit Committee and its independent auditors.
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5. | Communications with the Media, Analysts and Shareholders |
Invesco has a long-standing policy of co-operating with the news media and the financial community. This policy is intended to enhance respect for the company, provide accurate information, and achieve our business goals.
Invesco employs media relations professionals who are responsible for handling all contacts with the news media. Invescos Communications and Public Affairs Department is responsible for formulating and directing our media relations policy worldwide. Other Invesco employees may not speak to or disseminate information to the news media unless such contact has been requested and arranged by or coordinated with an Invesco media relations professional in accordance with the companys media relations policy. Any contact from the news media should be referred promptly and without comment to an Invesco media relations professional. If you do not know the appropriate media relations professional for your unit, you can refer the contact to the Invesco Communications and Public Affairs Department.
Many countries have detailed rules with regard to the dissemination of information about public companies. In particular, a public company must have procedures for controlling the release of information that may have a material impact on its share price. The Chief Executive Officer and the Chief Financial Officer are responsible for Invescos relationships with the financial community, including the release of price sensitive information. Other Invesco employees may not speak to or disseminate information regarding the company to the financial community (including analysts, investors, shareholders, Company lenders, and rating agencies) unless such contact has been requested and arranged by the Chief Executive Officer, the Chief Financial Officer or the Investor Relations Group within the Finance Department
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I. | Compliance with the Code of Conduct |
1. | Your Responsibilities |
One persons misconduct can damage our entire companys hard-earned reputation and compromise the publics trust in the company. Every Covered Person should therefore be familiar with this Code and abide strictly by its provisions.
2. | Reporting Violations of the Code |
As part of being accountable to each other and Invesco, all Covered Persons are required to report possible violations of the Invesco Code of Conduct, laws or regulations. Such violations can include, but are not limited to:
| Violations of any laws or regulations generally involving Invesco; |
| Questionable accounting matters, internal accounting controls, auditing matters, breaches of fiduciary duty or violations of United States or foreign securities laws or rules (collectively, Accounting Matters) including, but not limited to: |
| fraud or deliberate error in the preparation, evaluation, review or audit of any financial statement of Invesco; |
| fraud or deliberate error in the recording and maintaining of financial records of Invesco; |
| deficiencies in or non-compliance with Invescos internal accounting controls; |
| misrepresentation or false statements to or by a senior officer or accountant regarding a matter contained in the financial records, financial reports or audit reports of Invesco; |
| deviation from full and fair reporting of Invescos financial condition; or |
| fraudulent or criminal activities engaged in by officers, directors or employees of Invesco; |
You may report your concerns in any of three ways:
Contact your supervisor
We encourage you to first contact your immediate supervisor or another appropriate person in your own management chain of any concerns raised.
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Contact the Legal, Compliance, Internal Audit or Human Resources Departments
If you prefer not to discuss a concern with your own supervisor or others in your own management chain, you may instead contact the Legal, Compliance, Internal Audit or Human Resources Departments directly. The individual you report the matter to would be responsible for working with you to determine the details of your concern as well as following Invescos reporting and escalation processes in order to address the matter.
Call our Compliance Reporting Line
If raising a concern in the first two methods make you uncomfortable for any reason, or if you and/or the individual you have reported your concern do not feel Invescos established reporting and escalation channels would effectively address, or is not effectively addressing, the matter you have raised, you may also report your concerns confidentially and anonymously by calling the Invesco Compliance Reporting Hotline. If you are calling from a U.S. or Canadian location, dial 1-855-234-9780 . For calls from all other locations, Use the following link to identify a toll-free number for your country:
Link to International Toll-Free Numbers
You may also report your concern by visiting the Invesco Compliance Reporting Hotline Website at www.invesco.ethicspoint.com .
The Compliance Reporting Hotline is administered by an outside vendor and is available 24 hours a day, seven days a week. For more information on the Compliance Reporting Hotline, please click here: Compliance Reporting Hotline .
Complaints relating to Accounting Matters will be reviewed pursuant to the Audit Committees policy and procedures and under its direction and oversight by such persons as the Audit Committee determines to be appropriate. All other matters will be reviewed under the direction and oversight of the appropriate departments within Invesco, usually also including the Legal and Compliance Department. Prompt and appropriate corrective action will be taken when and as warranted in the judgment of the Audit Committee or other reviewing department.
Invesco will not permit retaliation, retribution, harassment, or intimidation of any employee who in good faith reports a possible violation. Along with the three reporting methods described above, this also includes, but is not limited to an employee who discloses information to a government or law enforcement agency, or any other national, state or provincial securities regulatory authority where the employee has reasonable cause to believe that the information discloses a violation or possible violation of federal or state law or regulation.
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However, employees who file reports or provide evidence which they know to be false or without a reasonable belief in the truth and accuracy of such information may be subject to disciplinary action, including termination of their employment.
3. | Failure to Comply |
It is your responsibility at all times to comply with the law and behave in an ethical manner. Failure to obey laws and regulations violates this Code and may expose both you and the company to criminal or civil sanctions. Invesco will investigate reported violations of the Code and, if violations are found, may take disciplinary action, if appropriate, against the individuals involved up to and including termination. Invesco may also seek civil remedies from you and even refer criminal misconduct to law enforcement agencies, and may make reports, if appropriate, to regulatory authorities. Nothing in this Code restricts the company from taking any disciplinary action on any matters pertaining to the conduct of a Covered Person, whether or not expressly set forth in the Code.
4. | Annual Certification |
As Covered Persons, each of us is obligated to read and understand this Code of Conduct and our relevant business units policies and procedures. All Covered Persons are expected to abide by both the letter and spirit of the Code and will certify their adherence on an annual basis.
5. | Other Requirements |
This Code cannot anticipate every possible situation or cover every topic in detail. The company has established special policies to address specific subjects and will update this Code and those specific policies from time-to-time. Covered Persons are also expected to perform their work with honesty and integrity in any areas not specifically addressed by the Code. If you are unclear about a situation, please speak with your supervisor or an appropriate member of the Legal and Compliance Department before taking action.
6. | Waivers of the Code |
In certain limited situations, Invesco may waive the application of a provision of the Code to employees or Executive Officers (as defined in Rule 3b-7 under the Securities Exchange Act of 1934, Executive Officers). For the purposes of the Code, the term waiver shall mean a material departure from a provision of the Code.
For all employees, including Executive Officers, any requests for waivers must be made to the Legal and Compliance Department. For waiver requests not involving an Executive Officer, the Legal and Compliance Department shall forward the request to the General Counsel of the business unit for consideration.
Page 18 of 19
For waiver requests involving an Executive Officer, the Legal and Compliance Department will forward the request to the Invesco Board of Directors or a committee thereof for consideration. Only the Board of Directors or one of its committees may approve a waiver for an Executive Officer. Any such waiver granted to an Executive Officer shall be promptly disclosed to shareholders within four (4) business days as required by SEC rules and the corporate governance listing standards of the New York Stock Exchange and other applicable laws.
Criteria for a Waiver:
Any employee or Executive Officer requesting a waiver of the Code must demonstrate that such a waiver:
| is necessary to alleviate undue hardship or in view of unforeseen circumstances or is otherwise appropriate under all the relevant facts and circumstances; |
| will not be inconsistent with the purposes and objectives of the Code; |
| will not adversely affect the interests of clients of the company or the interests of the company; and |
| will not result in a transaction or conduct that would violate provisions of applicable laws or regulations. |
7. | Use and Disclosure |
This Code is intended solely for the internal use by the company and does not constitute an admission, by or on behalf of the company, as to any fact, circumstance, or legal conclusion. To the extent required by law, the company shall publicly (e. g. , in its Annual Report on Form 10-K and/or on its website) disclose this Code of Conduct and its application to all of the companys Covered Persons.
8. | Amendments |
This Code may only be amended by Invescos Board of Directors or a duly authorized committee thereof. To the extent required by law, amendments to the Code of Conduct shall be disclosed publicly. As set forth in the companys filings with the SEC, the company has elected to disclose certain amendments to the Code that affect, and any waivers of the Code granted to, Financial Officers on the companys Web site.
Revised: October 2012
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Staff Ethics and Personal Share Dealing
10.1 | Fiduciary Duty |
10.1.1 | As a fiduciary, Invesco owes an undivided duty of loyalty to its clients. It is Invescos policy that all employees conduct themselves so as to avoid not only actual conflicts of interest with Invesco clients, but also that they refrain from conduct which could give rise to the appearance of a conflict of interest that may compromise the trust that clients have placed in Invesco. |
10.1.2 | The personal securities transactions of all employees must be conducted in accordance with the following general principles: |
(a) | There is duty at all times to place the interests of Invesco clients first and foremost; |
(b) | All personal securities transactions be conducted in a manner consistent with these rules and in such a manner as to avoid any actual, potential or appearance of a conflict of interest or any abuse of an employees position of trust and responsibility; and |
(c) | Employees should not take inappropriate advantage of their positions. |
10.1.3 | Invescos policy is to avoid conflicts and, where they unavoidably occur, to resolve them in a manner that clearly places our clients interests first. |
10.1.4 | A copy of the Invesco Ltd. Insider Dealing Policy & Social Media Policy are attached as Appendix 10.8 & 10.9 respectively. |
10.1.5 | The policy on personal securities transactions is set out under the Code of Ethics adopted by Invesco Hong Kong Limited (Appendix 10.1a) covering the following topics: |
(i) | Introduction |
(ii) | Statement of Fiduciary Principles |
(iii) | Compliance with Laws, Rules and Regulations; Reporting of Violations |
(iv) | Limits on Personal Investing |
(v) | Pre-clearance of Personal Securities Transactions |
(vi) | Prohibition of Short-Term Trading Profits |
(vii) | Initial Public Offerings |
(viii) | Prohibition of Short Sales by Investment Personnel |
(ix) | Restricted List Securities |
(x) | Other Criteria to Consider in Pre-Clearance |
(xi) | Brokerage Accounts |
Feb 2014 | 1 |
Staff Ethics and Personal Share Dealing
(xii) | Reporting Requirements |
(xiii) | Private Securities Transactions |
(xiv) | Limited Investment Opportunity |
(xv) | Excessive Short-Term Trading in Funds |
(xvi) | Invesco Ltd. Securities |
(xvii) | Sanctions |
(xviii) | Definitions |
10.2 | Definition of Business Associate |
10.2.1 | Business Associate shall mean any person or organisation that provides services to Invesco, that may do business or is being solicited to do business with Invesco or that is associated with an organisation that does or seeks to do business with Invesco. |
10.3 | Code of Ethics adopted by Invesco Hong Kong Limited |
10.3.1 | For the avoidance of doubt, the Code of Ethics adopted by Invesco Hong Kong Limited (Appendix 10.1a) will also apply to all Invesco offices in the Asia Region which are supported by the Hong Kong Compliance Team. References to Invesco Hong Kong Limited and IHKL in the Code of Ethics shall be construed as references to the respective Invesco offices in the Asia Region which are supported by the Hong Kong Compliance Team for the purposes of this Compliance Manual. |
10.4 to 10.14 [Deleted]
10.15 | Gifts and Entertainment |
10.15.1 | For the avoidance of doubt, the Policy on Gifts and Entertainment adopted by Invesco Hong Kong Limited (Appendix 10.1b) will also apply to all Invesco offices in the Asia Region which are supported by the Hong Kong Compliance Team. |
10.15.2 to 10. 15.14 [Deleted]
Feb 2014 | 2 |
Staff Ethics and Personal Share Dealing
10.16 | Outside Activities |
10.16.1 | In order to reduce potential conflicts of interest arising from the participation of employees on the boards of directors of public, private, non-profit and other enterprises, all employees are subject to the following restrictions and guidelines. |
10.16.2 | An employee may not serve as a director of a public company without the approval of the Head of Asia Pacific after consultation with the local Head of Compliance. |
10.16.3 | An employee may serve on the board of directors or participate as an adviser or otherwise, or advisers of a private company only if: |
(a) | client assets have been invested in such company; and |
(b) | service on a such board has been approved in writing by the Head of Asia Pacific. The employee must resign from such board of directors as soon as the company contemplates going public, except where the Head of Asia Pacific has determined that an employee may remain on a board. (In any event, an employee shall not accept any compensation for serving as a director (or in a similar capacity) of such company; except with the prior written approval of the Head of Asia Pacific. |
(c) | service on such a board is directly as a result of the employee position or status at Invesco. In this case any fees received for being a director must be reimbursed to Invesco. |
10.16.5 | If an employee serving on the board of directors or advisers of any entity comes into possession of material, nonpublic information through such service, he or she must immediately notify his or her local Head of Compliance. The local Head of Compliance will then consider the totality of facts and decide if there is conflict of interest. If such conflicts of interest do exist, employee must resign from the board of directors or advisers immediately. |
10.17 | Economic Opportunities |
10.17.1 | An Invesco employee shall not take personal advantage of any economic opportunity properly belonging to a Invesco client or to Invesco itself. Such opportunities could arise, for example, from confidential information belonging to a client or the offer of a directorship. Employees must not disclose information relating to a clients intentions, activities or portfolios except: |
Feb 2014 | 3 |
Staff Ethics and Personal Share Dealing
(a) | to fellow employees, or other agents of the client, who need to know it to discharge their duties; or |
(b) | to the client itself. |
10.17.2 | Employees may not cause or attempt to cause any client to purchase, sell or hold any Security in a manner calculated to create any personal benefit to the employee or Invesco. |
10.17.3 | If an employee or immediate family member stands to materially benefit from an investment decision for a Client that the employee is recommending or participating in, the employee must disclose that interest to persons with authority to make investment decisions or to the Head of Compliance. Based on the information given, a decision will be made on whether or not to restrict the employees participation in causing a client to purchase or sell a Security in which the employee has an interest. |
10.17.4 | Employees must disclose to those persons with authority to make investment decisions for a client (or to the Head of Compliance if the employee in question is a person with authority to make investment decisions for the client), any beneficial interest that the employee (or immediate family member) has in that Security, or in the issuer thereof, where the decision could create a material benefit to the employee (or immediate family member) or the appearance of impropriety. The person to whom the employee reports the interest, in consultation with the Head of Compliance, must determine whether or not the employee will be restricted in making investment decisions. |
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Staff Ethics and Personal Share Dealing
10.18 | Sanctions |
10.18.1 | These rules will be interpreted by the local Head of Compliance, as applicable. Questions of interpretation should be directed in the first instance to the local Head of Compliance or his/her designee or, if necessary, with the Head of Compliance of another Invesco entity. |
10.18.2 | If advised of a material violation of these rules by an employee, the Head of Compliance will report to the Head of Asia Pacific and discuss the appropriate action with him. |
10.19 | Annual Review |
Compliance Department performs a review at least once a year.
10.20 | Company Assistance |
Any person who has a question about the above Policies or its application to any proposed transaction may obtain additional guidance from the Local Compliance Department. Do not try to resolve uncertainties on your own because the rule are often complex, not always intuitive and carry severe consequences.
Feb 2014 | 5 |
Policy on Gifts and Entertainment
Appendix 10.1b
Invesco Hong Kong Limited
Policy on Gifts and Entertainment
1. | It is required that all Invesco personnel adhere to the highest standards of ethical conduct, including sensitivity to actual or apparent conflicts of interest. The provision or receipt of gifts or entertainment can create, or can have the appearance of creating, conflicts of interest. In addition, Invescos clients and their personnel may be subject to similar restrictions regarding the receipt of gifts or entertainment. |
2. | This Policy establishes minimum standards to protect Invesco. If the laws or regulations establish higher standards, we must adhere to those standards. |
3. | For purposes of this Policy, a Gift is anything of value given (1) by the Company or its personnel to a Business Associate (as defined in section 5 below), or to a member of such a persons immediate family, or (2) by a Business Associate to any Invesco personnel, or to a member of such a persons immediate family. Gifts may include, but are not limited to, personal items, office accessories and sporting equipment (e.g., golf clubs, tennis rackets, etc.). For purposes of this Policy, Gifts also include charitable contributions made to or at the request of a Business Associate. For purposes of this Policy, Gifts do not include promotional items of nominal value (e.g., golf balls, pens, etc.) that display the logo of Invesco, or of the Business Associate. |
4. |
Entertainment involves attendance at activities, including but not limited to meals, sporting events, the theatre, parties or receptions, and similar functions. Entertainment requires the presence of both Invesco personnel and the Business Associate; unless personnel from both entities attend, the activity constitutes a Gift. The value of Entertainment includes the cost of the activity itself (for example, the cost of tickets or a meal), as well as the cost of any related activities or services provided (such as prizes, transportation, and lodging in connection with the event). Entertainment does not include research or analysts meetings provided by issuers and attended by investment personnel or industry educational events sponsored by |
Policy on Gifts and Entertainment
industry groups, so long as such events are for educational or research purposes. All Invesco personnel also should keep in mind that regulators may attempt to treat entertainment as gifts for compliance purposes, particularly where the entertainment appears excessive in value or frequency. |
5. | Business Associate shall mean any person or organisation that provides services to Invesco, that may do business or is being solicited to do business with Invesco or that is associated with an organisation that does or seeks to do business with Invesco. |
6. | The providing or receiving of any Gift or Entertainment that is conditioned upon the Company doing business or not doing business with the Business Associate or any other person are strictly prohibited . |
7. | Gifts . An employee may not retain a gift received from a Business Associate without the approval of the Compliance Department or Invescos Code of Ethics Compliance Group. Reporting and approval are required for gifts received during festive seasons, including Christmas dinner sponsor, mooncakes, hampers, and flower and fruit baskets. |
8. | Under no circumstances, the value of gift given or received should exceed HKD 1,600 per individual annually . In other words, each individual employee may (a) give gifts up to HKD 1,600 in value to each individual Business Associate in a calendar year and (b) receive gifts up to HKD 1,600 in value from a Business Associate in a calendar year. If the value of the gift received is not able to be determined, professional judgment should be used to determine the value of the gift. Should the value exceed HKD 1,600, it should be returned to the donor, passed to the Human Resources or donates to the charity. Prior approval from the Compliance Department is not necessary. However, post approval from the Compliance Department is required. If the gift is not giving to any particular person, the gift shall be passed to Human Resources Department and distributed to the staff on a raffle basis. The gift limit is applied to each individual office. |
9. |
Employees may not give, and must tactfully refuse, any gift of cash, a gift certificate or a gift that is substantially the same as cash. Notwithstanding this requirement, employees may give or receive Lai-See (red envelopes) at Lunar New Year of an amount not more than HKD 200 each. In case the amount is more than HKD 200, the case must be reported to the Head of Department and the local Head of Compliance. Due to Chinese custom, it may be difficult to return the Lai-See. Therefore, the full amount should be donated to a charitable |
Policy on Gifts and Entertainment
organization in Hong Kong, and the Business Associate be informed of the donation. |
10. | Gifts should not be given to an employee of any securities firm which is making a public offering of a fund advised by Invesco nor given in connection with the acquisition of a new client by Invesco. |
11. | Entertainment . Each employee is expected to use professional judgment, subject to review by his or her supervisor, in entertaining and in being entertained by a Business Associate. |
12. | Provided that the employee and Business Associate both attend, an employee may accept from a single business partner, or provide to a single person or a Business Partner for Entertainment of value up to HKD 9,300 in a calendar year . Under no circumstances, the value of the entertainment should exceed HKD 3,100 per individual per event . Prior approval from the Compliance Department is not necessary. However, post approval from the Compliance Department is required. If the event of the entertainment such as movie tickets is not giving to any particular employee, the event of the entertainment shall be passed to the Human Resources Department and distributed to the staff on a raffle basis. The entertainment limit is applied to each individual office. |
13. | For gifts and entertainment received from or provided to Business Associate, each employee is required to report through the automated review system as referred to in the Code of Ethics adopted by Invesco Hong Kong Limited within 30 calendar days after the day of event, except when such timeline is unattainable for justifiable reason. |
14. | The relevant information required is set out in the relevant section(s) of the aforesaid automated review system. Approval request will not be accepted if there is missing information. |
15. | Approval from the Compliance Department is required before gift and entertainment expenses will be reimbursed by Finance. Review will be performed on a regular basis to test reimbursements for compliance approval. |
Invesco Hong Kong Limited
CODE OF ETHICS
February 2014
1
TABLE OF CONTENTS
Section |
Item |
Page | ||||
I. | Introduction | 3 | ||||
II. | Statement of Fiduciary Principles | 3 | ||||
III. | Compliance with Laws, Rules and Regulations; Reporting of Violations | 4 | ||||
IV. | Limits on Personal Investing | 4 | ||||
A. Personal Investing |
4 | |||||
1 Pre-clearance of Personal Securities Transactions |
4 | |||||
Blackout Period |
5 | |||||
Non-Investment Personnel |
5 | |||||
Investment Personnel |
5 | |||||
De Minimis Exemptions |
5 | |||||
2 Prohibition of Short-Term Trading Profits |
7 | |||||
3 Initial Public Offerings |
7 | |||||
4 Prohibition of Short Sales by Investment Personnel |
7 | |||||
5 Restricted List Securities |
7 | |||||
6 Other Criteria Considered in Pre-clearance |
7 | |||||
7 Brokerage Accounts |
7 | |||||
8 Reporting Requirements |
8 | |||||
a. Initial Holdings Reports |
8 | |||||
b. Quarterly Transactions Reports |
8 | |||||
c. Annual Holdings Reports |
9 | |||||
d. Discretionary Managed Accounts |
9 | |||||
e. Certification of Compliance |
10 | |||||
9 Private Securities Transactions |
10 | |||||
10 Limited Investment Opportunity |
10 | |||||
11 Excessive Short-Term Trading in Funds |
10 | |||||
B. Invesco Ltd. Securities |
10 | |||||
C. Limitations on Other Personal Activities |
11 | |||||
1 Outside Business Activities |
11 | |||||
2 Gifts and Entertainment Policy |
11 | |||||
Entertainment |
11 | |||||
Gifts |
12 | |||||
D. Parallel Investing Permitted |
13 | |||||
V. |
Reporting of Potential Compliance Issues |
13 | ||||
VI. |
Administration of the Code of Ethics |
13 | ||||
VII. |
Sanctions |
14 | ||||
VIII. |
Exceptions to the Code |
14 | ||||
IX. |
Definitions |
14 | ||||
X. |
Invesco Ltd. Policies and Procedures |
17 | ||||
X1. |
Code of Ethics Contact |
17 |
2
Invesco Hong Kong Limited
CODE OF ETHICS
I. Introduction
Invesco Hong Kong Limited (IHKL) has a fiduciary relationship with respect to each portfolio under management. The interests of Clients and of the shareholders of investment company take precedence over the personal interests of IHKLs Covered Persons (defined below). Capitalized terms used herein and not otherwise defined are defined at the end of this document.
This Code of Ethics (the Code) applies to IHKLs affiliated broker-dealers, all IHKL Affiliated Mutual Funds and all Covered Persons. Covered Persons include:
| any director, officer, full or part time, temporary or permanent Employee of IHKL or |
| any full or part time Employee of any IHKLs affiliates that, in connection with his or her regular functions or duties, makes, participates in, or obtains any information concerning any Clients purchase or sale of Covered Securities or who is involved in making or obtains information concerning investment recommendations with respect to such purchase or sales of Covered Securities; or who has access to non-public information concerning any Clients purchase or sale of Covered Securities, access to non-public securities recommendations or access to non-public information concerning portfolio holdings of any portfolio advised or sub-advised by IHKL. |
| any other persons falling within the definitions of Access Person or Advisory Person under Rule 17j-1 of the Investment Company Act of 1940, as amended (the Investment Company Act) or Rule 204A-1 under the Investment Advisers Act of 1940, as amended (the Advisers Act) and such other persons that may be deemed to be Covered Persons by Compliance. |
| any other persons that may be so deemed by the Head of Compliance, Greater China. |
II. Statement of Fiduciary Principles
The following fiduciary principles govern Covered Persons.
| the interests of Clients and shareholders of the investment company must be placed first at all times and Covered Persons must not take inappropriate advantage of their positions; and |
| all personal securities transactions must be conducted consistent with this Code and in a manner to avoid any abuse of an individuals position of trust and responsibility. |
|
This Code is our effort to address conflicts of interest that may arise in the ordinary course of our business and does not attempt to identify all possible conflicts of interest or to ensure literal compliance with each of its specific provisions. This Code does not necessarily shield Covered Persons from liability for personal trading or |
3
other conduct that violates a fiduciary duty to Clients and shareholders of the investment company. |
III. Compliance with Laws, Rules and Regulations; Reporting of Violations
All Covered Persons are required to comply with applicable securities laws, rules and regulations and this Code. Covered Persons shall promptly report any violations of laws or regulations or any provision of this Code of which they become aware to IHKLs Head of Compliance, Greater China or his/her designee. Additional methods of reporting potential violations or compliance issues are described in Section V of this Code under Reporting of Potential Compliance Issues.
IV. Limits on Personal Investing
A. Personal Investing
1. Pre-clearance of Personal Security Transactions . All Covered Persons must pre-clear with Compliance using the automated review system all personal security transactions involving Covered Securities for which they have a Beneficial Interest. A Covered Person may be considered to have Beneficial Interest in securities held by members of his or her immediate family sharing the same household (i.e., a spouse and children) or by certain partnerships, trusts, corporations, or other arrangements.
Additionally, all Covered Persons must pre-clear personal securities transactions involving securities over which they have discretion. For example, if a Covered Person is directing the transactions for a friend or family member (regardless of whether they share the same household) all transactions in Covered Securities must be pre-cleared.
Covered Securities include but are not limited to all investments that can be traded by IHKL for its Clients, including stocks, bonds, municipal bonds, Affiliated Mutual Funds, exchange-traded funds (ETFs) and any of their derivatives such as options. Although Affiliated Mutual Funds are considered Covered Securities, those that are held under Local Pension Schemes do not need to be pre-cleared through the automated review system.
All transactions in Invesco Ltd. securities, including Invesco Ltd. stock must be pre-cleared. Please refer to section IV.B for additional guidelines on Invesco Ltd. securities. Any transaction in a previous employers company stock that is obtained through an employee benefit plan or company stock fund held in an external retirement plan requires pre-clearance.
Affiliated Mutual Funds MUST be pre-cleared through the automated review system.
Covered Securities do not include shares of money market funds, local and U.S. government securities, certificates of deposit, or interests in open-ended collective investment schemes (including mutual funds and/or unit trusts) not advised or sub-
4
advised by any entity within the Invesco group. (Please refer to the Definitions section of this Code for more information on the term, Covered Security.)
If you are unclear about whether a proposed transaction involves a Covered Security, please contact Compliance prior to executing the transaction via email at: CodeofEthicsGreaterChina@invesco.com or by phone at 1112633 from your Invesco office phone.
Any approval granted to a Covered Person to execute a personal security transaction is valid for that business day only, except that if approval is granted after the close of the trading day such approval is good through the next trading day. If a Covered Person does not execute the proposed securities transaction prior to closing of the market immediately following the approval, the Covered Person must resubmit the request on another day for approval.
Compliance will consider the following factors, among others, in determining whether or not pre-clearance approval will be provided. Please note that you must obtain pre-clearance even if you believe your transactions request satisfies the criteria below. The automated review system will review personal trade requests from Covered Persons based on the following considerations:
Blackout Period . IHKL does not permit Covered Persons to trade in a Covered Security if there is conflicting activity in an Invesco Client account.
| Non-Investment Personnel. |
| may not buy or sell a Covered Security within two trading days before or after a Client trades in that security. |
| may not buy or sell a Covered Security if there is a Client order on that security currently with the trading desk. |
| Investment Personnel . |
| may not buy or sell a Covered Security within three trading days before or after a Client trades in that security. |
| may not buy or sell a Covered Security if there is a Client order on that security currently with the trading desk. |
De Minimis Exemptions . Compliance will apply the following de minimis exemptions in granting pre-clearance when a Client has recently traded or is trading in a security involved in a Covered Persons proposed personal securities transaction:
5
| Equity de minimis exemptions . |
| If a Covered Person does not have knowledge of trading activity in a particular equity security, he or she may execute up to 500 shares of such security in a rolling 30-day period provided the issuer of such security is included in the Hang Seng Index, Straits Times Index STI (FSSTI), or Korea Composite Stock Price Index (KOSPI). |
| For any other security, if a Covered Person does not have knowledge of trading activity in a particular equity security, he or she may execute up to 500 shares of such security in a rolling 30 day period provided that there is no conflicting client activity in that security during the blackout period or on the trading desk that exceeds 500 shares per trading day. |
| Fixed income de minimis exemption . If a Covered Person does not have knowledge of trading activity in a particular fixed income security he or she may execute up to HKD 800,000 of par value of such security in a rolling 30-day period. |
For all Covered Persons, transactions, including transfers by gift, in Invesco Ltd. securities are subject to pre-clearance regardless of the size of the transaction, and are subject to black-out periods established by Invesco Ltd. and holding periods prescribed under the terms of the agreement or program under which the securities were received.
The automated review system will confirm that there is no activity currently on the trading desk on the security involved in the proposed personal securities transaction and will verify that there have been no Client transactions for the requested security within the last two trading days for all Covered Persons except Investment Personnel for whom the black-out period is the last three trading days. For Investments, Portfolio Administration and IT personnel, Compliance will also check the trading activity of affiliates with respect to which such personnel have access to transactional information to verify that there have been no Client transactions in the requested security during the blackout period. Compliance will notify the Covered Person of the approval or denial of the proposed personal securities transaction. The approval of a personal securities transaction request is only valid for that business day . If a Covered Person does not execute the proposed securities transaction on the business day the approval is granted, the Covered Person must resubmit the request on another day for approval.
Any failure to pre-clear transactions is a violation of the Code and will be subject to the following potential sanctions:
| A Letter of Education will be provided to any Covered Person whose failure to pre-clear is considered immaterial or inadvertent. |
6
| Deliberate failures to pre-clear transactions, as well as repeat and/or material violations, may result in in-person training, probation, withdrawal of personal trading privileges or employment termination, depending on the nature and severity of the violations. |
2. Prohibition of Short-Term Trading Profits . Covered Persons are prohibited from engaging in the purchase and sale, or short sale and cover of the same Covered Security within 60 calendar days at a profit. If a Covered Person trades a Covered Security within the 60 day time frame, any profit from the trade will be disgorged to a charity of IHKLs choice and a letter of education may be issued to the Covered Person.
3. Initial Public Offerings . Covered Persons are prohibited from acquiring any security in an equity Initial Public Offering. Exceptions will only be granted in unusual circumstances and must be recommended by Compliance and approved by the Head of Compliance, Greater China or Head of Legal, Greater China (or designee) and the Chief Investment Officer, Asia ex-Japan (or designee) of the Covered Persons business unit.
4. Prohibition of Short Sales by Investment Personnel . Investment Personnel are prohibited from effecting short sales of Covered Securities in their personal accounts if a Client of IHKL for whose account they have investment management responsibility has a long position in those Covered Securities.
5. Restricted List Securities. Employees requesting pre-clearance to buy or sell a security on the Restricted List may be restricted from executing the trade because of potential conflicts of interest.
6. Other Criteria Considered in Pre-clearance. In spite of adhering to the requirements specified throughout this section, Compliance, in keeping with the general principles and objectives of the Code, may refuse to grant pre-clearance of a Personal Securities Transaction in its sole discretion without being required to specify any reason for the refusal.
7. Brokerage Accounts .
a. Covered Persons may only maintain brokerage accounts with:
| full service broker-dealers. |
b. Requirement to move accounts that do not meet Compliance requirement: Every person who becomes a Covered Person under this Code must move all of their brokerage accounts that do not comply with the above provision of the Code within 30 calendar days from the date the Covered Person becomes subject to this Code.
7
8. Reporting Requirements .
a. Initial Holdings Reports . Within 10 calendar days of becoming a Covered Person, each Covered Person must complete an Initial Holdings Report by inputting into the automated pre-clearance system, Star Compliance, the following information (the information must be current within 45 calendar days of the date the person becomes a Covered Person):
| A list of all security holdings, including the name, number of shares (for equities) and the principal amount (for debt securities) in which the person has direct or indirect Beneficial Interest. A Covered Person may have Beneficial Interest in securities held by members of their immediate family sharing the same household (i.e., a spouse and children) or by certain partnerships, trusts, corporations, or other arrangements. |
| The security identifier (ISIN, SEDOL, symbol, etc.); |
| The name of any broker-dealer or bank with which the person maintains an account in which any securities are held for the direct or indirect benefit of the person; and |
| The date that the report is submitted by the Covered Person |
b. Quarterly Transactions Reports . All Covered Persons must report, no later than 30 calendar days after the end of each calendar quarter, the following information for all transactions in a Covered Security in which a Covered Person has a direct or indirect Beneficial Interest:
| The date of all transactions in that quarter, the security name, the number of shares (for equity securities); or the interest rate and maturity date (if applicable) and the principal amount (for debt securities) for each Covered Security; |
| The security identifier (ISIN, SEDOL, symbol, etc.); |
| The nature of the transaction (buy, sell, etc.); |
| The price of the Covered Security at which the transaction was executed; |
| The name of the broker-dealer or bank executing the transaction; and |
| The date that the report is submitted to Compliance. |
All Covered Persons must submit a Quarterly Transaction Report regardless of whether they executed transactions during the quarter or not. If a Covered Person did not execute transactions subject to reporting requirements during a quarter, the Report must include a representation to that effect. Covered Persons need not include transactions made through an Automatic Investment Plan/Dividend Reinvestment Plan, any Local Pension Schemes or accounts held directly with Invesco in the quarterly transaction report.
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Additionally, Covered Persons must report information on any new brokerage account established by the Covered Person during the quarter for the direct or indirect benefit of the Covered Person. The report shall include:
| The date the account was established; |
| The name of the broker-dealer or bank; and |
| The date that the report is submitted to Compliance. |
Compliance may identify transactions by Covered Persons that technically comply with the Code for review based on any pattern of activity that has an appearance of a conflict of interest.
c. Annual Holdings Reports . All Covered Persons must, no later than 30 calendar days after the end of calendar year subject to any extension to be granted by Head of Compliance, Greater China having regard to the relevant circumstantial factors, report the following information, which must be current within 45 calendar days of the date the report is submitted to Compliance:
| The security and the number of shares (for equities) or the interest rate and maturity date (if applicable) and principal amount (for debt securities) for each Covered Security in which the Covered Person has any direct or indirect Beneficial Interest; |
| The security identifier (ISIN, SEDOL, symbol, etc.); |
| The name of the broker-dealer or bank with or through which the security is held; and |
| The date that the report is submitted by the Covered Person to Compliance. |
d. Discretionary Managed Accounts. In order to establish a Discretionary Managed Account, you must grant the manager complete investment discretion over your account. Pre-clearance is not required for trades in this account; however, you may not participate, directly or indirectly, in individual investment decisions or be aware of such decisions before transactions are executed. This restriction does not preclude you from establishing investment guidelines for the manager, such as indicating industries in which you desire to invest, the types of securities you want to purchase or your overall investment objectives. However, those guidelines may not be changed so frequently as to give the appearance that you are actually directing account investments. Covered Persons must receive approval from Compliance to establish and maintain such an account and must provide written evidence that complete investment discretion over the account has been turned over to a professional money manager or other third party. Covered Persons are not required to pre-clear or list transactions for such managed accounts in the automated review system; however, Covered Persons with these types of accounts must provide an annual certification that they do not exercise direct or indirect Control over the managed accounts.
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e. Certification of Compliance. All Covered Persons must certify annually that they have read and understand the Code and recognize that they are subject to the Code. In addition, all Covered Persons must certify annually that they have complied with the requirements of the Code and that they have disclosed or reported all personal securities transactions required to be disclosed or reported under the Code. The IHKL Greater China Management Committee (GCMAC) will review and approve the Code annually. If material changes are made to the Code during the year, these changes will also be reviewed and approved by the GCMAC. All Covered Persons must certify within 30 calendar days of the effective date of the amended code that they have read and understand the Code and recognize that they are subject to the Code.
9. Private Securities Transactions . Covered Persons may not engage in a Private Securities Transaction without first (a) giving Compliance a detailed written notification describing the transaction and (b) indicating whether or not they will receive compensation and obtaining prior written permission from Compliance. Investment Personnel who have been approved to acquire securities of an issuer in a Private Securities Transaction must disclose that investment to Compliance and the Chief Investment Officer, Asia ex-Japan when they are involved in a Clients subsequent consideration of an investment in the same issuer. The Investment Personnels decision to purchase such securities on behalf of Client account must be independently reviewed by Regional Head of Investments, Asia Pacific or Chief Investment Officer, Asia ex-Japan with no personal interest in that issuer.
10. Limited Investment Opportunity (e.g. private placements, hedge funds, etc.) . Covered Persons may not engage in a Limited Investment Opportunity without first (a) giving Compliance a detailed written notification describing the transaction and (b) obtaining prior written permission from Compliance.
11. Excessive Short-Term Trading in Funds . Employees are prohibited from excessive short term trading of any collective investment schemes (including mutual funds and/or unit trusts) advised or sub-advised by any entity within the Invesco Group and are subject to various limitations on the number of transactions as indicated in the respective prospectus and other fund disclosure documents.
B. Invesco Ltd. Securities
1. No Employee may effect short sales of Invesco Ltd. securities.
2. No Employee may engage in transactions in publicly traded options, such as puts, calls and other derivative securities relating to the Invesco Ltds securities, on an exchange or any other organized market.
3. For all Covered Persons, transactions, including transfers by gift, in Invesco Ltd. securities are subject to pre-clearance regardless of the size of the transaction, and are subject to black-out periods established by Invesco Ltd. and holding periods
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prescribed under the terms of the agreement or program under which the securities were received.
4. Holdings of Invesco Ltd. securities in Covered Persons accounts are subject to the reporting requirements specified in Section IVA.8 of this Code.
C. Limitations on Other Personal Activities
1. Outside Business Activities . You may not engage in any outside business activity, regardless of whether or not you receive compensation, without prior approval from Compliance. Absent prior written approval of Compliance, Employees may not serve as directors, officers, or employees of unaffiliated public or private companies, whether for profit or non-profit. If the outside business activity is approved, the Employee must recuse himself or herself from making Client investment decisions concerning the particular company or issuer as appropriate, provided that this recusal requirement shall not apply with respect to certain IHKLs Employees, who may serve on corporate boards as a result of, or in connection with, Client investments made in those companies. Employees must always comply with all applicable Invesco Ltd. policies and procedures, including those prohibiting the use of material non-public information in Client or employee personal securities transactions.
2. Gifts and Entertainment Policy . Employees may not give or accept Gifts or Entertainment that may be considered excessive either in dollar value or frequency to avoid the appearance of any potential conflict of interest. The Invesco Ltd. Gifts and Entertainment Policy includes specific conditions under which employees may accept or give gifts or entertainment. Where there are conflicts between a minimal standard established by a policy of Invesco Ltd. and the standards established by a policy of IHKL, including this Code, the latter shall control.
Under no circumstances may an Employee give or accept cash or any possible cash equivalent from a broker or vendor.
An Employee may not provide or receive any Gift or Entertainment that is conditioned upon IHKL, its parents or affiliates doing business with the other entity or person involved.
| Entertainment . Provided that the Employee and Business Associate both attend an event, an employee may accept from a single business partner, or provide to a single person of a Business Partner for Entertainment of value up to HKD 9,300 in a calendar year . Under no circumstances, the value of the entertainment should exceed HKD 3,100 per individual per event . Prior approval from Compliance is not necessary. However, post approval from Compliance is required. |
|
Employees must report Entertainment with Compliance within thirty (30) calendar days after the receipt or giving by submitting a Gift & Entertainment |
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Report within the automated review system. The requirement to report Entertainment includes dinners or any other event with a Business Partner of IHKL in attendance. |
Employees may not reimburse Business Partners for the cost of tickets that would be considered excessive or for travel related expenses without approval of Compliance.
Examples of Entertainment that may be considered excessive in value include Super Bowls, All-Star games, Kentucky Derby, hunting trips, ski trips, etc. An occasional sporting event, golf outing or concert when accompanied by the Business Partner may not be excessive.
Gifts . Under no circumstances, should the value of gift given or received exceed HKD 1,600 per individual annually . In other words, each individual employee may (a) give gifts up to HKD 1,600 in value to each individual Business Associate in a calendar year and (b) receive gifts up to HKD 1,600 in value from a Business Associate in a calendar year. If the value of the gift received is not able to be determined, professional judgment should be used to determine the value of the gift. Should the value exceed HKD 1,600, it should be returned to the donor, and passed to the Human Resources or donates to the charity. Prior approval from Compliance is not necessary. However, post approval from Compliance is required. If the gift is not giving to any particular person, the gift shall be passed to Human Resources Department and distributed to the staff on a raffle basis. The gift limit is applied to each individual office.
Reporting Requirements for Gifts and Entertainment:
| Reporting of Gifts and Entertainment given to an Invesco Employee by a Client or Business Partner. All Gifts and Entertainment received by an Employee must be reported through the automated review system within 30 calendar days after the receipt of the Gift or the attendance of the Entertainment event. |
| Reporting of Gifts and Entertainment given by an Invesco Employee to a Client or Business Partner. All Gifts and Entertainment given by an Employee must be reported through the automated review system within 30 calendar days after the day of event. An Employee should contact their manager or Compliance if they are not sure how to report gifts or entertainment they intend to give or have given to a Client or Business Partner. |
Approval from Compliance is required before gifts and entertainment expenses will be reimbursed by Finance. Review will be performed on a regular basis to test reimbursements for compliance approval.
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D. Parallel Investing Permitted
Subject to the provisions of this Code, Employees may invest in or own the same securities as those acquired or sold by IHKL for its Clients.
V. Reporting of Potential Compliance Issues
IHKL has created several channels for Employees to raise compliance issues and concerns on a confidential basis. An Employee should first discuss a compliance issue with their supervisor, department head or with IHKLs Head of Legal, Greater China, Head of Compliance, Greater China or Internal Audit. Human Resources matters should be directed to the Human Resources Department, an additional anonymous vehicle for reporting such concerns.
In the event that an Employee does not feel comfortable discussing compliance issues through normal channels, the Employee may anonymously report suspected violations of law or Invesco policy, including this Code, by calling the toll-free Invesco Compliance Reporting Hotline, which is available to employees of multiple operating units of Invesco Ltd. Use the following link to identify a toll-free number for your country:
https://secure.ethicspoint.com/domain/media/en/gui/32493/phone.html
Employees may also report their concerns by visiting the Invesco Compliance Reporting Hotline website at: www.invesco.ethicspoint.com . To ensure your confidentiality, the phone line and website are provided by an independent company and available 24 hours a day, 7 days a week. More information on the Compliance Reporting Hotline is available on the intranet at:
http://intranet/Pages/complianceline.aspx?tabID=1
All submissions to the Compliance Reporting Hotline will be reviewed and handled in a prompt, fair and discreet manner. Employees are encouraged to report these questionable practices so that Invesco has an opportunity to address and resolve these issues before they become more significant regulatory or legal issues.
VI. Administration of the Code of Ethics
IHKL has used reasonable diligence to institute procedures reasonably necessary to prevent violations of this Code.
Upon discovering a material violation of the Code, Compliance will notify the Head of Compliance, Greater China. The Head of Compliance, Greater China will notify the GCMAC of any material violations at the next regularly scheduled meeting.
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No less frequently than annually, IHKL will furnish to the GCMAC or such committee as it may designate, a written report that:
| describes significant issues arising under the Code since the last report to the GCMAC, including information about material violations of the Code and sanctions imposed in response to material violations; and |
| certifies that IHKL has adopted procedures reasonably designed to prevent Covered Persons from violating the Code. |
VII. Sanctions
Compliance will issue a letter of education to the Covered Persons involved in violations of the Code that are determined to be inadvertent or immaterial.
IHKL may impose additional sanctions in the event of repeated violations or violations that are determined to be material or not inadvertent, including disgorgement of profits (or the differential between the purchase or sale price of the Personal Security Transaction and the subsequent purchase or sale price by a relevant Client during the enumerated period), a letter of censure or suspension, or termination of employment.
VIII. Exceptions to the Code
Head of Compliance, Greater China (or designee) may grant an exception to any provision in this Code.
IX. Definitions
| Affiliated Mutual Funds generally includes all collective investment schemes (including mutual funds and/or unit trusts) advised or sub-advised by IHKL. |
| Automatic Investment Plan means a program in which regular purchases or sales are made automatically in or from investment accounts in accordance with a predetermined schedule and allocation, including dividend reinvestment plans. |
| Beneficial Interest has the same meaning as Rule 16a-1(a)(2) under the Securities Exchange Act of 1934, as amended (the 34 Act). To have a beneficial interest, Covered Persons must have a direct or indirect pecuniary interest, which is the opportunity to profit directly or indirectly from a transaction in securities. Thus a Covered Person may have Beneficial Interest in securities held by members of his or her immediate family sharing the same household (i.e. a spouse and children) or by certain partnerships, trusts, corporations, or other arrangements. |
| Client means any account for which IHKL is either the adviser or sub-adviser including Affiliated Mutual Funds. |
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| Control means, in general, the power to exercise a controlling influence, and has the same meaning as under Section 2(a)(9) of the Investment Company Act. |
| Covered Person means and includes: |
| any director, officer, full or part time, temporary or permanent Employee of IHKL or |
| any full or part time Employee of any IHKLs affiliates that, in connection with his or her regular functions or duties, makes, participates in, or obtains any information concerning any Clients purchase or sale of Covered Securities or who is involved in making or obtains information concerning investment recommendations with respect to such purchase or sales of Covered Securities ; or who has access to non-public information concerning any Clients purchase or sale of Covered Securities, access to non-public securities recommendations or access to non-public information concerning portfolio holdings of any portfolio advised or sub-advised by IHKL. |
| any other persons falling within the definition of Access Person under Rule 17j-1 of the Investment Company Act of 1940 , as amended (the Investment Company Act)or Rule 204A-1 under the Investment Advisers Act of 1940, as amended (the Advisers Act) and such other persons that may be so deemed by Compliance. |
| for any other persons that may be so deemed by the Head of Compliance, Greater China. |
| Covered Security means a security as defined in Section 2(a)(36) of the Investment Company Act including any note, stock, treasury stock, security future, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, preorganization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option, or privilege on any security (including a certificate of deposit) or on any group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency, or, in general, any interest or instrument commonly known as a security, or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase, any of the foregoing except that it does not include the following (Please note : exchange traded funds (ETFs) are considered Covered Securities). |
| Direct obligations of the Government of the United States or its agencies or the country in which the employee is a resident; |
| Bankers acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements; |
|
Any interests in open-ended collective investment schemes (including mutual fund and/or unit trusts) not advised or sub-advised by any entity within the Invesco |
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Group (All Affiliated Mutual Funds shall be considered Covered Securities regardless of whether they are advised or sub-advised by IHKL). |
| Employee means and includes: |
| Any full or part time, temporary or permanent Employee of IHKL or |
| any full or part time Employee of any IHKLs affiliates that, in connection with his or her regular functions or duties, makes or participates in, or obtains any information concerning any Clients purchase or sale of Covered Securties or who is involved in making or obtains information concerning investment recommendations with respect to such purchase or sales of Covered Securities; or who has access to non-public information concerning any Clients purchase or sale of Covered Securities, access to non-public securities recommendations or access to non-public information concerning portfolio holdings of any portfolio advised or sub-advised by IHKL. |
| Any other persons falling within the definitions of Access Person or Advisory Person under Rule 17j-1 of the Investment Company Act or Rule 204A-1 under the Advisers Act and such other persons that may be deemed to be an Employee by Compliance. |
| For any other persons that may be so deemed by the Head of Compliance, Greater China. |
| Gifts, Entertainment and Business Partner have the same meaning as provided in the Invesco Ltd. Gifts and Entertainment Policy. |
| Initial Public Offering means a public offering where shares of stock in a company are sold to the general public, on a securities exchange, for the first time. |
| Investment Personnel means any full or part time Employee of Invesco Advisers, Inc. or any full or part time Employee of any Invesco Advisers, Inc.s affiliates who, in connection with his or her regular functions or duties, makes or participates in making recommendations regarding the purchase or sale of Covered Securities by Clients or any natural person who Controls a Client or an investment adviser and who obtains information concerning recommendations made to the Client regarding the purchase or sale of securities by the Client as defined in Rule 17j-1. |
| Local Pension Schemes means any local mandatory provident fund schemes, registered or exempted occupational retirement schemes or statutory pension schemes (excluding any voluntary contributions to be made in addition to mandatory contributions). |
| Non-Investment Personnel means any Employee that does not meet the definition of Investment Personnel as listed above. |
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| Private Securities Transaction means any securities transaction relating to offerings of securities which are not publicly traded. Employees may not purchase or acquire any privately-issued securities, other than in exceptional cases where such investment is part of a family-owned and operated business venture that would not be expected to involve an investment opportunity of interest to any Invesco client. |
| Restricted List Securities means the list of securities that are provided to Compliance Department by Invesco Ltd. or investment departments, which include those securities that are restricted from purchase or sale by Client or Employee accounts for various reasons (e.g., large concentrated ownership positions that may trigger reporting or other securities regulatory issues, or possession of material, non-public information, or existence of corporate transaction in the issuer involving an Invesco Ltd. unit). |
X. Invesco Ltd. Policies and Procedures
All Employees are subject to the policies and procedures established by Invesco Ltd., including the Code of Conduct, Insider Trading Policy and Gifts and Entertainment Policy and must abide by all their requirements, provided that where there is a conflict between a minimal standard established by an Invesco Ltd. policy and the standards established by an IHKL policy, including this Code, the latter shall control.
XI. Code of Ethics Contact
Telephone Hotline: 1112633 from your Invesco office phone
E-Mail: CodeofEthicsGreaterChina@invesco.com
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Invesco Ltd. Code of Conduct
A. | Introduction |
Our companys Mission Helping Investors Worldwide Build Their Financial Security is a logical starting point for our Code of Conduct. To help guide us in achieving our Mission, Invesco has developed the following set of Principles:
| We are passionate about our clients success |
| We earn trust by acting with integrity |
| People are the foundation of our success |
| Working together, we achieve more |
| We believe in the continuous pursuit of performance excellence |
This Code of Conduct (Code of Conduct or Code) has been created to assist us in accomplishing our Mission. It contains a number of policies and standards which, when taken together, are designed to help define the essence of the conduct of an Invesco representative. These policies and standards are also intended to provide guidance to Invesco personnel in fulfilling their obligations to comply with applicable laws, rules and regulations (applicable laws). This Code of Conduct applies to all officers and other employees of Invesco and its subsidiaries (collectively, Covered Persons).
Our Principles also help define the Invesco culture. In practice, this means that our clients interests must always come first, that Covered Persons should treat each other with respect and consideration, and that Invesco should participate as a responsible corporate citizen in every community in which it operates. This commitment is a vital part of our achieving our principal responsibility as a publicly-held company: producing a fair return on our shareholders capital.
This Code of Conduct contains broad and general principles that supplement the specific policies, procedures and training within each business unit of Invesco.
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B. | Statement of General Principles |
Invesco operates in a highly-regulated and complex environment. There are numerous layers of overlapping, and occasionally conflicting, laws, customs and local practices. This Code of Conduct was designed to provide all of us who are part of Invesco with a clear statement of our firms ethical and cultural standards.
Generally, we serve our clients as fiduciaries. Fiduciary businesses are generally held to a higher standard of conduct than other businesses, and as such there are special obligations that apply. The following key duties and principles govern our conduct as fiduciaries:
| Best interests of clients - As fiduciaries, we have a duty to act with reasonable care, skill and caution in the best interests of our clients, and to avoid conflicts of interest. |
| Global fiduciary standards - Invesco seeks to maintain the same high fiduciary standards throughout the world, even though those standards may not be legally required, or even recognized, in some countries. |
| Client confidentiality - We must maintain the confidentiality of information relating to the client, and comply with the data protection requirements imposed by many jurisdictions. |
| Information - Clients must be provided with timely and accurate information regarding their accounts. |
| Segregation and protection of assets - Processes must be established for the proper maintenance, control and protection of client assets. Fiduciary assets must be segregated from Invesco assets and property. |
| Delegation of duties - Fiduciary duties should be delegated only when the client consents and where permitted by applicable law. Reasonable care, skill and caution must be exercised in the selection of agents and review of their performance. |
| Client guidelines - Invesco is responsible for making investment decisions on behalf of clients that are consistent with the prospectus, contract, or other controlling document relating to the clients account. |
| Relations with regulators - We seek relationships with regulators that are open and responsive in nature. |
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C. | General Conduct |
1. | Fair and Honest Dealing |
Covered Persons shall deal fairly and honestly with Invescos shareholders, customers, suppliers, competitors and employees. Covered Persons shall behave in an ethical manner and shall not take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair dealing practice.
2. | Anti-Discrimination and Harassment |
Invesco is committed to providing a work environment that is free of discrimination and harassment. Such conduct, whether overt or subtle, is demeaning, may be illegal, and undermines the integrity of the employment relationship.
Sexual harassment can include unwelcome sexual advances, requests for sexual favors, pressure to engage in a sexual relationship as a condition of employment or promotion, or conduct which creates a hostile or offensive work environment.
Discrimination can take many forms including actions, words, jokes, or comments based upon an individuals race, citizenship, ethnicity, color, religion, sex, veteran status, national origin, age, disability, sexual orientation, marital status or other legally protected characteristic. Any Covered Person who engages in harassment or discrimination will be subject to disciplinary action, up to and including termination of employment.
3. | Electronic Communications |
The use of electronic mail, the Internet and other technology assets is an important part of our work at Invesco. Used improperly, this technology presents legal and business risks for the company and for individual employees. There are also important privacy issues associated with the use of technology, and related regulations are evolving.
In accordance with Invescos IT Systems: Acceptable Use policies, all Covered Persons are required to use information technology for proper business purposes and in a manner that does not compromise the confidentiality of sensitive or proprietary information. All communications with the public, clients, prospects and fellow employees must be conducted with dignity, integrity, and competence and in an ethical and professional manner.
We must not use information technology to: transmit or store materials which are obscene, pornographic, or otherwise offensive; engage in criminal activity; obtain unauthorized access to data or files; commit copyright violations; install personal software without permission; or make Internet statements, without permission, that suggest that the user is speaking on behalf of Invesco or its affiliates.
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4. | Substance Abuse |
Invesco is committed to providing a safe and healthy work place for all employees. The use, possession, sale, transfer, purchase, or being under the influence of drugs at any time while on company premises or on company business is prohibited. The term drug includes alcoholic beverages (other than in connection with entertainment events, or in other appropriate settings), prescriptions not authorized by your doctor, inhalants, marijuana, cocaine, heroin and other illegal substances.
5. | Political Activities and Lobbying |
Covered Persons, as private citizens, are encouraged to exercise their rights and duties in any political or civic process. For example, voting in elections for which they are eligible, or making contributions supporting candidates or parties of their choice.
Invesco does not make political contributions with corporate funds. No Covered Person may, under any circumstances, use company funds to make political contributions, nor may you represent your personal political views as being those of the company.
In the United States, Invesco does support a Political Action Committee.
D. | Conflicts of Interest |
Invesco and its Covered Persons must adhere to the highest standards of honest and ethical conduct. A conflict of interest exists when a Covered Person acts in a manner that is not in the best interests of Invesco, our clients, or our shareholders. Often, this is because the Covered Person or someone with whom they have a close personal relationship (e.g. a relative or friend) will benefit personally.
All Covered Persons must act in a manner that is in the best interests of Invesco, our clients, and our shareholders and must avoid any situation that gives rise to an actual or apparent conflict of interest. At no time may a Covered Person use Invesco property, information, or their position to profit personally or to assist others in profiting at the expense of the company, to compete with Invesco, or to take advantage of opportunities that are discovered in the course of serving Invesco.
All Covered Persons shall promptly communicate to the applicable member of the Legal and Compliance Department any material transaction, relationship, or situation that reasonably could be expected to give rise to a conflict of interest so that the company and the Covered Person may take steps to minimize the conflict.
While not all-inclusive, the following sections describe in more detail key areas where real or perceived conflicts of interest can arise.
1. | Outside Activities and Compensation |
No Covered Person shall perform work or render services for any competitor of Invesco or for any organization with which Invesco does business, or which seeks to do
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business with Invesco, outside of the normal course of his or her employment with Invesco, without the prior written approval of the company. Nor shall any such person be a director, officer, or consultant of such an organization, or permit his or her name to be used in any fashion that would tend to indicate a business connection with such organization, without such approval. Outside organizations can include public or private corporations, partnerships, charitable foundations and other not-for-profit institutions. With the above approval, Covered Persons may receive compensation for such activities.
Service with organizations outside of Invesco can, however, raise serious regulatory issues, including conflicts of interest and access to material non-public information.
As an outside board member or officer, a Covered Person may come into possession of material non-public information about the outside company or other public companies. It is critical that a proper information barrier be in place between Invesco and the outside organization, and that the Covered Person does not communicate such information to other Covered Persons in violation of the information barrier.
Similarly, Invesco may have a business relationship with the outside organization or may seek a relationship in the future. In those circumstances, the Covered Person must not be involved in any way in the business relationship between Invesco and the outside organization.
Invesco retains the right to prohibit membership by Covered Persons on any board of directors/trustees or as an officer of an outside organization where such membership might conflict with the best interests of the company. Approval will be granted on a case-by-case basis, subject to proper resolution of potential conflicts of interest. Outside activities will be approved only if these issues can be satisfactorily resolved.
2. | Personal Trading |
Purchasing and selling securities in a Covered Persons own account, or accounts over which the Covered Person has access or control, particularly in securities owned by client accounts, can give rise to potential conflicts of interest. As fiduciaries, we are held to the highest standards of conduct. Improperly gaining advance knowledge of portfolio transactions, or conducting securities transactions based upon information obtained at Invesco, can be a violation of those standards.
Every Covered Person must also comply with the specific personal trading rules in effect for the Covered Persons business unit.
3. | Information Barriers and Material Non-Public Information |
In the conduct of our business, Covered Persons may come into possession of material non-public information. This information could concern an issuer, a client, a portfolio, the market for a particular security, or Invesco itself. The Board of Directors of the company has adopted an Insider Trading Policy (Insider Trading Policy) which applies to all Covered Persons. The Insider Trading Policy prohibits all Covered Persons from
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using such information in ways that violate the law, including for personal gain. Non-public information must be kept confidential, which may include keeping it confidential from other Covered Persons. The purchase or sale of Invescos securities or the securities of other publicly-traded companies while aware of material nonpublic information about such company, or the disclosure of material nonpublic information to others who then trade in such companys securities, is prohibited by this Code of Conduct and by United States and other jurisdictions securities laws.
With regard to Invesco securities, the Insider Trading Policy, among other provisions, prohibits directors, officers, and other Covered Persons who are deemed to have access to material, non-public information relating to the company from trading during specified Blackout Periods (as defined therein). All Covered Persons should review the Invesco Insider Trading Policy carefully and follow the policies and procedures described therein. The failure of a Covered Person to comply with the companys Insider Trading Policy may subject him or her to company-imposed sanctions, up to and including termination for cause, whether or not the failure to comply results in a violation of law. Please contact an appropriate member of the Legal and Compliance Department on any questions regarding this subject and the companys Insider Trading Policy.
4. | Gifts and Relationships with Customers and Suppliers |
Invesco seeks to do business with clients and suppliers on a fair and equitable basis. We may not accept or provide gifts of other than nominal value, or lavish entertainment, or other valuable benefits or special favors to or from customers or suppliers. We must observe any limits imposed by our business units policies, local laws, or regulations with respect to the acceptance or provision of gifts and entertainment.
E. | Compliance with Applicable Laws |
Invesco strives to ensure that all activity by or on behalf of Invesco is in compliance with applicable laws. As Invesco operates in major countries and securities markets throughout the world, we have a duty to comply with applicable laws of the jurisdictions in which we operate. While not exhaustive, this section describes several areas where such legislation may exist.
1. | Anti-Bribery and Dealings with Governmental Officials |
Invesco does not tolerate bribery. We, and those working on Invescos behalf, must not offer, request, receive, give, accept or agree to accept bribes to or from anyone whether in the private or public sector with the intent to induce or reward improper performance of duties.
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Many of the countries in which Invesco conducts its business prohibit the improper influencing of governmental officials or other business persons by the payment, giving or offering of bribes, gifts, political contributions, lavish hospitality or by other means. Our policy requires adherence to those restrictions.
Do not directly or indirectly promise, offer or make payment in money or give an advantage or anything of value to anyone including a government official, agent or employee of a government, political party, labour organization, charity, a business entity or its representatives, a candidate of a political party or their families, with the intent to induce favourable business treatment or improper performance of their business or government decisions and actions.
This policy prohibits actions intended to, for example, improperly:
| influence a specific decision or action or |
| enhance future relationships or |
| maintain existing relationships |
We must not request, accept or agree to accept payments or other advantages that are intended to improperly influence our decisions or actions or additionally, agree to any business relationships that are conditional on such advantages being given or received.
In general, all travel and entertainment that Covered Persons provide to existing or perspective business partners and governmental officials must be pre-approved within the appropriate business unit. If approved, and in the case of situations involving government officials, a written confirmation that such expenses do not violate local law must be obtained from an appropriate third party (e.g., the business units legal counsel or the government officials supervisor).
Covered Persons shall comply with applicable laws governing political campaign finance and lobbying activities and shall not engage in any conduct that is intended to avoid the application of such laws to activities undertaken on Invescos behalf. In addition, appropriate executive officers shall monitor compliance with lobbyist registration and disclosure requirements by all individuals who act on behalf of Invesco.
These prohibitions in this section extend to any consultants or agents we may retain on behalf of Invesco.
Further information can be found in Invescos Global Anti-Bribery policy. Guidance regarding genuine and allowable gifts, benefits and entertainment is set out in the Gifts, Benefits and Entertainment Policy.
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2. | Anti-Money Laundering |
In the global marketplace, the attempted use of financial institutions and instruments to launder money is a significant problem that has resulted in the passage of strict laws in many countries. Money laundering is the attempt to disguise money derived from or intended to finance illegal activity including drug trafficking, terrorism, organized crime, fraud, and many other crimes. Money launderers go to great lengths to hide the sources of their funds. Among the most common stratagems are placing cash in legitimate financial institutions, layering between numerous financial institutions, and integrating the laundered proceeds back into the economy as apparently legitimate funds.
All Covered Persons must be vigilant in the fight against money laundering, and must not allow Invesco to be used for money laundering. Each business unit has developed an anti-money laundering program that is consistent with Invescos policy. Each Covered Person must comply with the applicable program.
3. | A ntitrust |
The laws of many countries are designed to protect consumers from illegal competitive actions such as price fixing and dividing markets. It is Invescos policy and practice to compete based on the merits of our products and services. In order to further that policy, Covered Persons must not fix or control prices with competitors, divide up territories or markets, limit the production or sale of products, boycott certain suppliers or customers, unfairly control or restrict trade in any way, restrict a competitors marketing practices, or disparage a competitor. Covered Persons must never discuss products, pricing or markets with competitors with the intent to fix prices or divide markets.
4. | International Issues |
If you conduct business for Invesco outside of the U.S., in addition to being familiar with the local laws of the other countries involved, be sure you are familiar with the following U.S. laws and regulations. Violations of these laws can result in substantial fines, imprisonment and severe restrictions on the companys ability to do business.
Foreign Corrupt Practices Act
The United States Foreign Corrupt Practices Act (FCPA) and similar laws in many other countries have a variety of provisions that regulate business in other countries and with foreign citizens. In essence, these laws make it a crime to promise or give anything of value to a foreign official or political party in order to obtain or keep business or obtain any improper advantage. It is also illegal to make payments to agents, sales representatives or other third parties if you have reason to believe your gift will be used illegally. Seek advice from the appropriate member of the Legal and Compliance
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Department for interpretation of the FCPA or similar laws if you are involved in any business dealings that involve foreign countries.
Anti-Boycott Laws
From time to time, various countries may impose restrictions upon the ability of businesses in their jurisdiction to engage in commerce with designated individuals, countries or companies. These laws are commonly referred to as boycotts or trade embargoes. It may be against the law to cooperate in any boycotts between foreign countries not sanctioned by the laws of the place where your office is located. All requests for boycott support or boycott-related information must be reported to your supervisor and the member of the Legal and Compliance Department with responsibility for your office.
Similarly, many countries contribute the names of criminal or terrorist organizations or individuals to a common database and require financial institutions to screen customer lists against the database as part of their Know Your Customer obligations. We must be aware of, and where appropriate, adhere to any such restrictions.
Embargo Sanctions
The United States Treasury Departments Office of Foreign Assets Control prohibits U.S. companies and their foreign subsidiaries from doing business with certain countries and agencies and certain individuals. The laws of other countries may have similar types of prohibitions. The regulations vary depending on the country and the type of transaction and often change as countries foreign policies change. If you are aware of any sensitive political issues with a country in which Invesco is doing or considering doing business, seek advice from the appropriate member of the Legal and Compliance Department.
F. | Information Management |
1. | Confidential Information |
Confidential information includes all non-public information that might be of use to competitors, or harmful to the company or its customers, if disclosed. All information (in any form, including electronic information) that is created or used in support of company business activities is the property of Invesco. This company information is a valuable asset and Covered Persons are expected to protect it from unauthorized disclosure. This includes Invesco customer, supplier, business partner, and employee data. United States (federal and state) and other jurisdictions laws may restrict the use of such information and impose penalties for impermissible use or disclosure.
Covered Persons must maintain the confidentiality of information entrusted to them by the company or its customers, vendors or consultants except when disclosure is properly authorized by the company or legally mandated. Covered Persons shall take
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all reasonable efforts to safeguard such confidential information that is in their possession against inadvertent disclosure and shall comply with any non-disclosure obligations imposed on Invesco in its agreements with third parties.
Information pertaining to Invescos competitive position or business strategies, and information relating to negotiations with Covered Persons or third parties, should be protected and shared only with Covered Persons having a need to know such information in order to perform their job responsibilities.
2. | Data Privacy |
Data privacy, as it relates both to our clients and our employees, has become a major political and legal issue in many jurisdictions in which we do business. A variety of laws in each of those jurisdictions governs the collection, storage, dissemination, transfer, use, access to and confidentiality of personal information and patient health information. These laws can work to limit transfers of such data across borders and even among affiliated entities within Invesco. Invesco and its Covered Persons will comply with all provisions of these laws that relate to its business, including the privacy, security and electronic transmission of financial, health and other personal information. The company expects its Covered Persons to keep all such data confidential and to protect, use and disclose information in the conduct of our business only in compliance with these laws. The company will consider and may release personal information to third parties to comply with law or to protect the rights, property or safety of Invesco and its customers. In accordance with Invesco policies, each business unit has developed required disclosures and data security procedures applicable to that business unit. All Covered Persons must comply with the applicable procedures.
With respect to Invesco Covered Persons, all salary, benefit, medical and other personal information relating to Covered Persons shall generally be treated as confidential. Personnel files, payroll information, disciplinary matters, and similar information are to be maintained in a manner designed to protect confidentiality in accordance with applicable laws. All Covered Persons shall exercise due care to prevent the release or sharing of such information beyond those persons who may need such information to fulfill their job functions. Notwithstanding the foregoing, all personnel information belongs solely to Invesco and may be reviewed or used by the company as needed to conduct its business.
G. | Protecting Invescos Assets |
All Covered Persons shall strive to preserve and protect the companys assets and resources and to promote their efficient use. The standards set forth below are intended to guide Covered Persons by articulating Invescos expectations as they relate to activities or behaviors that may affect the companys assets.
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1. | Personal Use of Corporate Assets |
Theft, carelessness and waste have a direct impact on Invescos profitability. Covered Persons are not to convert assets of the company to personal use. Company property should be used for the companys legitimate business purposes and the business of the company shall be conducted in a manner designed to further Invescos interest rather than the personal interest of an individual Covered Person. Covered Persons are prohibited from the unauthorized use or taking of Invescos equipment, supplies, materials or services. Prior to engaging in any activity on company time which will result in remuneration to the Covered Person or the use of Invescos equipment, supplies, materials or services for personal or non-work related purposes, officers and other Covered Persons shall obtain the approval of the supervisor of the appropriate business unit.
2. | Use of Company Software |
Covered Persons use software programs for word processing, spreadsheets, data management, and many other applications. Software products purchased by the company are covered by some form of licensing agreement that describes the terms, conditions and allowed uses. It is the companys policy to respect copyright laws and observe the terms and conditions of any license agreements. Copyright laws in the United States and other countries impose civil and criminal penalties for illegal reproductions and use of licensed software. You must be aware of the restrictions on the use of software and abide by those restrictions. Invesco business equipment may not be used to reproduce commercial software. In addition, you may not use personal software on company equipment without prior written approval.
3. | Computer Resources/E-mail |
The companys computer resources, which include the electronic messaging systems (e-mail, SMS, etc.), belong to Invesco and not to the Covered Person. They are not intended to be used for amusement, solicitation, or other non-business purposes. While it is recognized that Covered Persons will occasionally use the system for personal communications, it is expected that such uses will be kept to a minimum and that Covered Persons will be responsible and professional in their use of these functions. The use of the computer systems to make or forward derogatory or offensive remarks about other people or groups is prohibited. E-mail/Text messages should be treated as any other written business communication.
4. | Invesco Intellectual Property |
Covered Persons must carefully maintain and manage the intellectual property rights of Invesco, including patents, trademarks, copyrights and trade secrets, to preserve and protect their value. Information, ideas and intellectual property assets of Invesco are important to the companys success.
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Invescos name, logo, trademarks, inventions, processes and innovations are intellectual property assets and their protection is vital to the success of the companys business. The companys and any of its subsidiaries names, logos and other trademarks and service marks are to be used only for authorized company business and never in connection with personal or other activities unless appropriately approved and in accordance with company policy. In addition, our Covered Persons must respect the intellectual property rights of third parties. Violation of these rights can subject both you and the company to substantial liability, including criminal penalties.
Any work product produced in the course of performing your job shall be deemed to be a work made for hire and shall belong to Invesco and is to be used only for the benefit of Invesco. This includes such items as marketing plans, product development plans, computer programs, software, hardware and similar materials. You must share any innovations or inventions you create with your supervisor so that the company can take steps to protect these valuable assets.
5. | Retention of Books and Records |
Invesco corporate records are important assets. Corporate records include essentially everything you produce as a Covered Person, regardless of its format. A corporate record may be in the form of paper, computer tapes, microfilm, e-mail, or voice mail. It may be something as obvious as a memorandum or a contract or something not as obvious, such as a desk calendar, an appointment book, or an expense record.
Invesco is required by law to maintain certain types of corporate records, usually for a specified period of time. Failure to retain such documents for such minimum periods could subject Invesco to penalties and fines, cause the loss of rights, obstruct justice, place Invesco in contempt of court, or place Invesco at a serious disadvantage in litigation. However, storage of voluminous records over time is costly. Therefore, Invesco has established controls to assure retention for required periods and timely destruction of retrievable records, such as paper copies and records on computers, electronic systems, microfiche, and microfilm. Even if a document is retained for the legally required period, liability could still result if a document is destroyed before its scheduled destruction date.
Invesco and its affiliates are subject to the regulatory requirements of numerous countries and regulatory agencies. Virtually all of them have specific requirements concerning the creation, maintenance and storage of business records. Invesco expects all Covered Persons to become familiar with and fully comply with the records retention/destruction schedule for the departments and office locations for which they work. If you believe documents should be retained beyond the applicable retention period, consult with the Legal and Compliance Department.
6. | Sales and Marketing Materials |
Invesco is committed to building sustained, open, and honest relationships with our customers, and to complying with all relevant regulatory requirements. This requires
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that all marketing and sales-related materials be prepared under standards approved by the Legal and Compliance Department and, prior to use, reviewed and approved by the appropriate supervisor within a business unit. Covered materials include but are not limited to, requests for proposals, client presentations, performance summaries, advertisements, published market commentaries, brochures and web site content.
H. | Disclosure of Invesco Information |
1. | Integrity and Accuracy of Financial Records |
The preparation and maintenance of accurate books, records and accounts is required by law and essential to the proper discharge of financial, legal and reporting obligations. All Covered Persons are prohibited from directly or indirectly falsifying or causing to be false or misleading any financial or accounting book, record or account. In addition, all financial data must be completely and accurately recorded in compliance with applicable law and Invescos accounting policies and procedures. A Covered Person may violate this section by acting or by failing to act when he or she becomes aware of a violation or potential violation of this section.
2. | Disclosure in Reports and Documents |
Filings and Public Materials . As a public company, it is important that the companys filings with the SEC and other U.S. federal, state, domestic and international regulatory agencies are full, fair, accurate, timely and understandable. The company also makes many other filings with the SEC and other U.S. and international regulatory agencies on behalf of the funds that its subsidiaries and affiliates manage. Further, the company prepares mutual fund account statements, client investment performance information, prospectuses and advertising materials that are sent out to its mutual fund shareholders and clients.
Disclosure and Reporting Policy . The companys policy is to comply with all applicable disclosure, financial reporting and accounting regulations applicable to the company. The company maintains the highest commitment to its disclosure and reporting requirements, and expects and requires all Covered Persons to record information accurately and truthfully in the books and records of the company.
Information for Filings . Depending on his or her position with the company, a Covered Person may be called upon to provide necessary information to assure that the companys public reports and regulatory filings are full, fair, accurate, timely and understandable. The company expects all Covered Persons to be diligent in providing accurate information to the inquiries that are made related to the companys public disclosure requirements.
Disclosure Controls and Procedures and Internal Control Over Financial Reporting . Covered Persons are required to cooperate and comply with the companys disclosure controls and procedures and internal controls over financial reporting so that the companys reports and documents filed with the SEC and other U.S. federal, state,
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domestic and international regulatory agencies comply in all material respects with applicable laws and provide full, fair, accurate, timely and understandable disclosure.
3. | Improper Influence on the Conduct of Audits |
Every Covered Person must deal fairly and honestly with outside accountants performing audits, reviews or examinations of Invescos and its subsidiaries financial statements. To that end, no Covered Person of Invesco may make or cause to be made a materially false or misleading statement (or omit facts necessary to make the statements made not misleading) in connection with an audit, review or examination of financial statements by independent accountants or the preparation of any document or report required to be filed with a governmental or regulatory authority. Covered Persons of Invesco also are prohibited from coercing, manipulating, misleading or fraudulently inducing any independent public or certified public accountant engaged in the performance or review of financial statements that are required to be filed with a governmental or regulatory authority if he or she knows or should have known that his or her actions could result in making those financial statements materially misleading.
4. | Standards for Invescos Financial Officers |
Invescos Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer (the Financial Officers) are required to take all reasonable steps to provide full, fair, accurate, timely and understandable disclosures in the reports and documents that Invesco files with or submits to the SEC and other regulatory bodies and in other public communications made by Invesco. In the event that a Financial Officer learns that any such report, document or communication does not meet this standard and such deviation is material, then the Financial Officers are required to review and investigate such deviation, advise the Board of Directors or the Audit Committee of the Board of Directors regarding the deviation and, where necessary, revise the relevant report, document or communication.
Although a particular accounting treatment for one or more of Invescos operations may be permitted under applicable accounting standards, the Financial Officers may not authorize or permit the use of such an accounting treatment if the effect is to distort or conceal Invescos true financial condition. The accounting standards and treatments utilized by Invesco must, in all instances, be determined on an objective and uniform basis and without reference to a single transaction or series of transactions and their impact on Invescos financial results for a particular time period. Any new or novel accounting treatment or standard that is to be utilized in the preparation of Invescos financial statements must be discussed with Invescos Audit Committee and its independent auditors.
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5. | Communications with the Media, Analysts and Shareholders |
Invesco has a long-standing policy of co-operating with the news media and the financial community. This policy is intended to enhance respect for the company, provide accurate information, and achieve our business goals.
Invesco employs media relations professionals who are responsible for handling all contacts with the news media. Invescos Communications and Public Affairs Department is responsible for formulating and directing our media relations policy worldwide. Other Invesco employees may not speak to or disseminate information to the news media unless such contact has been requested and arranged by or coordinated with an Invesco media relations professional in accordance with the companys media relations policy. Any contact from the news media should be referred promptly and without comment to an Invesco media relations professional. If you do not know the appropriate media relations professional for your unit, you can refer the contact to the Invesco Communications and Public Affairs Department.
Many countries have detailed rules with regard to the dissemination of information about public companies. In particular, a public company must have procedures for controlling the release of information that may have a material impact on its share price. The Chief Executive Officer and the Chief Financial Officer are responsible for Invescos relationships with the financial community, including the release of price sensitive information. Other Invesco employees may not speak to or disseminate information regarding the company to the financial community (including analysts, investors, shareholders, Company lenders, and rating agencies) unless such contact has been requested and arranged by the Chief Executive Officer, the Chief Financial Officer or the Investor Relations Group within the Finance Department
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I. | Compliance with the Code of Conduct |
1. | Your Responsibilities |
One persons misconduct can damage our entire companys hard-earned reputation and compromise the publics trust in the company. Every Covered Person should therefore be familiar with this Code and abide strictly by its provisions.
2. | Reporting Violations of the Code |
As part of being accountable to each other and Invesco, all Covered Persons are required to report possible violations of the Invesco Code of Conduct, laws or regulations. Such violations can include, but are not limited to:
| Violations of any laws or regulations generally involving Invesco; |
| Questionable accounting matters, internal accounting controls, auditing matters, breaches of fiduciary duty or violations of United States or foreign securities laws or rules (collectively, Accounting Matters) including, but not limited to: |
| fraud or deliberate error in the preparation, evaluation, review or audit of any financial statement of Invesco; |
| fraud or deliberate error in the recording and maintaining of financial records of Invesco; |
| deficiencies in or non-compliance with Invescos internal accounting controls; |
| misrepresentation or false statements to or by a senior officer or accountant regarding a matter contained in the financial records, financial reports or audit reports of Invesco; |
| deviation from full and fair reporting of Invescos financial condition; or |
| fraudulent or criminal activities engaged in by officers, directors or employees of Invesco; |
You may report your concerns in any of three ways:
Contact your supervisor
We encourage you to first contact your immediate supervisor or another appropriate person in your own management chain of any concerns raised.
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Contact the Legal, Compliance, Internal Audit or Human Resources Departments
If you prefer not to discuss a concern with your own supervisor or others in your own management chain, you may instead contact the Legal, Compliance, Internal Audit or Human Resources Departments directly. The individual you report the matter to would be responsible for working with you to determine the details of your concern as well as following Invescos reporting and escalation processes in order to address the matter.
Call our Compliance Reporting Line
If raising a concern in the first two methods make you uncomfortable for any reason, or if you and/or the individual you have reported your concern do not feel Invescos established reporting and escalation channels would effectively address, or is not effectively addressing, the matter you have raised, you may also report your concerns confidentially and anonymously by calling the Invesco Compliance Reporting Hotline. If you are calling from a U.S. or Canadian location, dial 1-855-234-9780 . For calls from all other locations, Use the following link to identify a toll-free number for your country:
Link to International Toll-Free Numbers
You may also report your concern by visiting the Invesco Compliance Reporting Hotline Website at www.invesco.ethicspoint.com .
The Compliance Reporting Hotline is administered by an outside vendor and is available 24 hours a day, seven days a week. For more information on the Compliance Reporting Hotline, please click here: Compliance Reporting Hotline .
Complaints relating to Accounting Matters will be reviewed pursuant to the Audit Committees policy and procedures and under its direction and oversight by such persons as the Audit Committee determines to be appropriate. All other matters will be reviewed under the direction and oversight of the appropriate departments within Invesco, usually also including the Legal and Compliance Department. Prompt and appropriate corrective action will be taken when and as warranted in the judgment of the Audit Committee or other reviewing department.
Invesco will not permit retaliation, retribution, harassment, or intimidation of any employee who in good faith reports a possible violation. Along with the three reporting methods described above, this also includes, but is not limited to an employee who discloses information to a government or law enforcement agency, or any other national, state or provincial securities regulatory authority where the employee has reasonable cause to believe that the information discloses a violation or possible violation of federal or state law or regulation.
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However, employees who file reports or provide evidence which they know to be false or without a reasonable belief in the truth and accuracy of such information may be subject to disciplinary action, including termination of their employment.
3. | Failure to Comply |
It is your responsibility at all times to comply with the law and behave in an ethical manner. Failure to obey laws and regulations violates this Code and may expose both you and the company to criminal or civil sanctions. Invesco will investigate reported violations of the Code and, if violations are found, may take disciplinary action, if appropriate, against the individuals involved up to and including termination. Invesco may also seek civil remedies from you and even refer criminal misconduct to law enforcement agencies, and may make reports, if appropriate, to regulatory authorities. Nothing in this Code restricts the company from taking any disciplinary action on any matters pertaining to the conduct of a Covered Person, whether or not expressly set forth in the Code.
4. | Annual Certification |
As Covered Persons, each of us is obligated to read and understand this Code of Conduct and our relevant business units policies and procedures. All Covered Persons are expected to abide by both the letter and spirit of the Code and will certify their adherence on an annual basis.
5. | Other Requirements |
This Code cannot anticipate every possible situation or cover every topic in detail. The company has established special policies to address specific subjects and will update this Code and those specific policies from time-to-time. Covered Persons are also expected to perform their work with honesty and integrity in any areas not specifically addressed by the Code. If you are unclear about a situation, please speak with your supervisor or an appropriate member of the Legal and Compliance Department before taking action.
6. | Waivers of the Code |
In certain limited situations, Invesco may waive the application of a provision of the Code to employees or Executive Officers (as defined in Rule 3b-7 under the Securities Exchange Act of 1934, Executive Officers). For the purposes of the Code, the term waiver shall mean a material departure from a provision of the Code.
For all employees, including Executive Officers, any requests for waivers must be made to the Legal and Compliance Department. For waiver requests not involving an Executive Officer, the Legal and Compliance Department shall forward the request to the General Counsel of the business unit for consideration.
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For waiver requests involving an Executive Officer, the Legal and Compliance Department will forward the request to the Invesco Board of Directors or a committee thereof for consideration. Only the Board of Directors or one of its committees may approve a waiver for an Executive Officer. Any such waiver granted to an Executive Officer shall be promptly disclosed to shareholders within four (4) business days as required by SEC rules and the corporate governance listing standards of the New York Stock Exchange and other applicable laws.
Criteria for a Waiver:
Any employee or Executive Officer requesting a waiver of the Code must demonstrate that such a waiver:
| is necessary to alleviate undue hardship or in view of unforeseen circumstances or is otherwise appropriate under all the relevant facts and circumstances; |
| will not be inconsistent with the purposes and objectives of the Code; |
| will not adversely affect the interests of clients of the company or the interests of the company; and |
| will not result in a transaction or conduct that would violate provisions of applicable laws or regulations. |
7. | Use and Disclosure |
This Code is intended solely for the internal use by the company and does not constitute an admission, by or on behalf of the company, as to any fact, circumstance, or legal conclusion. To the extent required by law, the company shall publicly (e. g. , in its Annual Report on Form 10-K and/or on its website) disclose this Code of Conduct and its application to all of the companys Covered Persons.
8. | Amendments |
This Code may only be amended by Invescos Board of Directors or a duly authorized committee thereof. To the extent required by law, amendments to the Code of Conduct shall be disclosed publicly. As set forth in the companys filings with the SEC, the company has elected to disclose certain amendments to the Code that affect, and any waivers of the Code granted to, Financial Officers on the companys Web site.
Revised: October 2012
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D6. Gifts and Entertainment
Policy Number: D-6 Implementation Date: March 2006 Effective Date: July 2013
1. | Overview |
Invesco Ltd.s (Invesco) Code of Conduct requires that all Invesco personnel adhere to the highest standards of ethical conduct, including sensitivity to actual or apparent conflicts of interest. Exchanging gifts and entertainment is an accepted business practice that helps Invesco build strong relationships with its Business Partners (see definition below). However, the provision or receipt of gifts or entertainment can create, or can have the appearance of creating conflicts of interest.
The Invesco Gifts and Entertainment Policy (the Invesco Policy) establishes limits and guidelines designed to reduce the likelihood that the provision or receipt of such gifts or entertainment obligates, appears to obligate, or inappropriately influences the recipient. The Invesco Policy is applicable to Invesco and its individual business units worldwide.
This Invesco Canada Ltd. (Invesco Canada) Gifts and Entertainment Policy (Policy) is intended to work with and supplement the Invesco Policy with local rules. In certain instances, with approval from the Invesco Risk Management Committee, this Policy may contain exceptions to the Invesco Policy. The Policy is applicable to all Invesco Canada directors (excluding independent directors) and employees; including officers, temporary, part-time, contract and seasonal personnel, agency temps and contingent workers (Employees).
Employees are also governed by Invescos policy on expense reporting pertaining to corporate expenses, which can be found on the Intranet Site under Travel, and Invesco Canadas policy on Sales Practices, which can be found in the Invesco Canada Compliance Manual Policy D2 Sales Practices .
2. | Definitions |
For purposes of this Policy, a Business Partner is considered to be any person, or a family member of this person, or entity that has a direct or indirect, existing or potential business relationship with Invesco Canada. Business Partners specifically include broker dealers and financial advisors.
A gift is anything of value given to or received by an Employee or a family member of an Employee from or to a Business Partner. Gifts may include, but are not limited to, personal items, air miles, services, office accessories, electronic equipment (e.g., iPods, MP3 Players, etc.), tickets (e.g., theatre, concerts, sporting events, etc.) and sporting equipment (e.g., golf clubs, tennis rackets, etc.). Any prize given or received during the course of an entertainment event (e.g. golf tournament) as well as
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invitations to a charity or sponsorship related activity or event, where only the Business Partner or only the Employee will be in attendance are and must be recorded as gifts. For purposes of this Policy, gifts do not include promotional items of nominal value (approximately $20 or less - e.g., golf balls, pens, etc.) that display the logo of Invesco Canada, an affiliated business unit, or a Business Partner.
Entertainment includes meals, sporting events, the theatre, parties or receptions, and similar functions such as charity or sponsorship related activities and events where both the Employee and the Business Partner are in attendance. Unless personnel from both entities are in attendance, the activity is considered a gift. The value of entertainment includes the Business Partners proportionate share of the cost of the activity itself (for example, the cost of tickets or a meal), as well as the cost of any related activities or services provided. In addition, any prize given or received during the course of an entertainment event (e.g. golf tournament) is and must be recorded as a gift. The value of entertainment does not include the cost of overhead (such as rent or equipment rentals).
3. | Thresholds |
Employees are prohibited from giving or receiving gifts with a value of more than $250. The maximum total value of gifts received from, or given to a Business Partner is $250 annually.
Entertainment should not exceed $400 per Business Partner per event. The maximum total value of entertainment per Business Partner is $1,200 annually.
These thresholds are designed to limit the frequency and excessiveness of gifts and entertainment; such that the appearance of impropriety is mitigated.
4. | Prohibited Activities |
Employees are prohibited from giving or receiving any gift or entertainment that is conditioned upon Invesco Canada doing business with the Business Partner involved.
Employees are prohibited from soliciting gifts and entertainment. Employees are to immediately advise the Chief Compliance Officer (CCO) if a Business Partner solicits the Employee for gifts and entertainment other than a charitable donation or request for sponsorship.
Except with the prior approval of the CCO, Employees cannot give (pay for) or accept any travel and/or accommodation to or from a Business Partner.
With respect to approved cooperative marketing practices, such as sales communications and investor seminars, where Invesco Canada pays a portion of the cost, Invesco Canada cannot provide gifts, other than nominal valued promotional items to the dealers clients. Nominal speaker gifts would be co-op eligible at approved dealer-sponsored events for financial advisors.
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5. | Exceptions Invesco Canada Charity Events |
Notwithstanding sections 3 and 4 of this Policy, Invesco Canada Employees are not prohibited from soliciting gifts from Business Partners if the gift is intended as a prize for an Invesco Canada Charity Event (e.g. CFAP Silent Auction). Any gift received for this purpose is not subject to the gift threshold of $250 per Business Partner per year.
6. | Exceptions to Thresholds ( Prior Approval Required) |
Any exceptions to the established gifts and entertainment thresholds require prior approval from the Invesco Risk Management Committee (Risk Management Committee) as set out below. Requests for exceptions will be considered on a case by case basis.
In order to request an exception, the department head of the requesting employee (Department Head) must submit a memo outlining the rationale for the request to the CCO for initial consideration. The CCO shall review the memo to determine the reasonableness of the request and inform the Department Head of his/her decision. If the CCO has no objections, the CCO shall forward the memo to the Invesco Global Assurance Officer who shall arrange for the Invesco Risk Management Committee to review. The Invesco Global Assurance Officer shall inform the CCO of the Invesco Risk Management Committees decision and the CCO will communicate the decision to the Department Head.
Each department in possession of evidence of any exception approvals given must maintain the evidence for audit purposes for a seven year period.
7. | Reporting/Record Keeping |
Each employee is responsible for recording all gifts and entertainment given or received. With the exception of the Retail and Institutional Sales areas, all gifts and entertainment records shall be entered and maintained via the Star Compliance system. Retail and Institutional Sales will keep the appropriate records on the systems they utilize for recording and managing gifts and entertainment.
Promotional items of nominal value (approximately $20 or less) and in office (Invesco Canadas office or the Business Partners office) breakfasts or lunches with a Business Partner do not need to be recorded. All other gifts and entertainment must be recorded. Where the value of the activity or item is not readily known, the employee should record the current estimated value.
8. | Review and Monitoring |
This Policy shall be overseen and administered by Invesco Canadas Ethics Committee (the Ethics Committee), which has responsibility for the overall scope, application and enforcement of this Policy. The Ethics Committee shall receive the reports and recommendations of the Invesco Canada Compliance department
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(Compliance) and management from time to time and periodically revise this Policy as necessary.
Department Heads are expected to be generally aware of the gifts and entertainment that the employees in their departments give or receive; and upon identification of any concerns or trends, are expected to bring such concerns or issues to the attention of Compliance.
On an annual basis, Compliance will conduct reviews of the gifts and entertainment logs and records to monitor compliance with this Policy, including to determine whether thresholds have been exceeded and to obtain insights into patterns of behavior that may require further examination. Each year, Compliance will use a risk-based approach to determine which departments to review. A summary of such review, together with other relevant observations and recommendations, shall be reported to the Ethics Committee. Evidence of reviews must be maintained for a minimum of seven years.
Any breaches identified through reviews or otherwise, will be reported to the Ethics Committee, the Compliance Committees of the Invesco Canada Funds Advisory Board and the Invesco Canada Funds Independent Review Committee.
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D7. Personal Trading Policy
Policy Number: D-7 Implementation Date: October 2006 Effective Date: May 2013
1. | Purpose and Application |
The purpose of the Invesco Canada (Invesco) Personal Trading Policy (Policy) is to ensure the fair treatment of client accounts through the highest standard of integrity and ethical business conduct by employees. For the purposes of this Policy, the terms clients and client accounts always refers to the investment funds that Invesco manages or sub-advises or other accounts for which Invesco has been engaged to provide investment management services.
The Policy applies to all officers, directors and employees of Invesco (Employees) and their Covered Accounts (defined below). Employees include temporary, part-time, contract, and seasonal personnel who are employed with Invesco for more than 3 months.
Invesco recognizes that certain relationships with non-employees, such as consultants or independent contractors, may present particular risks that inappropriate trading could occur in the event that they have access to nonpublic information. As part of the process for engaging the services of consultants or other independent contractors, the Chief Compliance Officer may deem it necessary to have a non-employee agree to be bound by the Policy as if he or she were an Employee.
The Policy is designed to ensure, among other things, that the personal securities transactions of all Employees are conducted in accordance with the following general principles:
| A duty at all times to place the interests of client accounts first. |
| Employees should not take inappropriate advantage of their positions. |
| Employees must not use any nonpublic information about client accounts for their direct or indirect personal benefit. |
Personal securities transactions must be conducted in a manner that avoids any actual or perceived conflict of interest. Using the Star Compliance automated request system (Star Compliance), Employees are required to report holdings in Reportable Securities as well as pre-clear personal securities transactions in Reportable Securities in a Covered Account, except where noted below in section 3.4.
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2. | Definitions |
2.1 | Covered Accounts |
A Covered Account is defined for purposes of this Policy as any account:
| Where the Employee is the registered owner of the securities in the account, thereby having a direct financial interest or benefit from the account |
| In which an Employee has indirect financial interest or indirect benefit, such as accounts held in the name of the Employees spouse or minor children |
| In which an Employee has direct control, such as any account for which the Employee has a power of attorney or trading authorization, trust accounts on which the Employee is appointed a trustee, or corporate accounts for which the Employee is an authorized signing officer |
The examples provided above are not all-inclusive. There may be other account types and registrations not listed above that are considered covered for the purposes of this Policy.
2.2 | Reportable Securities |
Reportable Securities are holdings that are required to be recorded into the Star Compliance system. For purposes of this Policy, Reportable Securities include, but are not limited to:
| Stocks, bonds, options, rights, warrants, Exchange Traded Funds (ETFs), Exchange-Traded Notes (ETNs), and any closed-end mutual funds. |
| Any mutual funds, including proprietary investment products managed by Invesco. |
| IVZ vested shares that are part of the employee equity awards program are received into STAR Compliance from an electronic data feed provided by the custodian of the IVZ account. Since, Compliance receives this information from an external party, employees should verify that these holdings are captured in the STAR Compliance system and are included in their Annual Holdings Report. Furthermore, the sales of these securities are subject to pre-clearance requirements. |
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2.3 | Non-Reportable Securities |
Non-Reportable Securities are holdings that are not required to be recorded in the Star Compliance system. Non-Reportable Securities include:
| Unit investment trusts (i.e., variable insurance contracts funded by insurance company separate accounts organized as unit investment trusts) invested exclusively in open-end mutual funds that are not managed or distributed by Invesco. |
| Open-end U.S. and Canadian mutual funds that are not managed or distributed by Invesco. |
| Securities held in Employee accounts administered by Group Retirement Services (GRS). |
| Securities issued or guaranteed by (i.e., securities that are the direct obligations of) the government of Canada or the government of the United States. |
| Principal protected or Linked note investment products. |
| Money market instruments, money market mutual funds, guaranteed investment certificates, bankers acceptances, bank certificates of deposit, commercial paper and repurchase agreements. |
3. | Pre-Clearance Requirements |
3.1 | Submitting the Request to Trade |
Except where noted below in section 3.4, an Employee must receive prior approval using the Star Compliance system or from the Code of Ethics (North America) team in order to engage in a personal securities transaction in a Reportable Security.
Pre-clearance will not be given if the proposed personal securities transaction is in conflict with any of the rules outlined in this Policy, including the Blackout Rule. The Blackout Rule means that pre-clearance for a personal securities transaction will be denied where there has been a transaction by a client account in the same, or equivalent, security within three (3) business days of the proposed personal securities transaction and the personal securities transaction does not qualify for the De Minimis Exemption.
For the purposes of this policy, an equivalent security means a security that (1) is convertible into another security of the same issuer or (2) gives its holder the right to purchase another security of the same issuer. For example, a bond or preferred stock may
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be convertible into another security of the same issuer, or an option or warrant may give the holder the right to purchase stock of the same issuer. ADR and EDR shares are considered equivalent to their corresponding foreign shares.
The trade approval process involves the following steps:
| The proposed trade must be entered into the Star Compliance system. Covered persons (e.g. an Employees spouse) who do not have access to the Star Compliance system can submit their trade requests either through the Invesco employee or may contact the Code of Ethics (North America) team directly. The Star Compliance system will confirm if there is any activity currently on the trading desk and check the portfolio accounting system to verify if there have been any transactions in the same or equivalent security within the corresponding Blackout Rule period. |
| The Star Compliance system will check to see if the security is on the restricted list (refer to section 8.1). |
| The Star Compliance system will provide an automated response on a timely basis for all pre-approval requests indicating whether the transaction has been approved or denied. |
3.2 | Executing Approved Transactions |
All authorized personal securities transactions must be executed by 4pm EST on the next business day. If the trade is not executed within this time period, a new pre-clearance request must be submitted and approved if the Employee still intends to trade in that security. Any exception to this rule must be approved by the Chief Compliance Officer or the Code of Ethics (North America) team.
All approved trades that are not executed must be retracted in the Star Compliance system by the Employee.
Employees may be requested to reverse any trades processed without the required pre-approval. Any costs or losses associated with the reversal are the responsibility of the Employee. The Employee may also be asked to disgorge any profits from the trade.
3.3 | De Minimis Exemption |
The Code of Ethics (North America) team will apply the following de minimis exemptions in granting pre-clearance when a client has recently traded or is trading in a security involved in an Employees proposed personal securities transaction:
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i. | Equity de minimis exemption |
If an Employee does not have knowledge of trading activity in a particular equity security, he or she may execute up to 500 shares of such security in a rolling 30 day period, provided that the issuer of the security is included in the S&P/TSX Composite Index or the Russell 1000 Index.
For any other security, if an Employee does not have knowledge of trading activity in a particular security, that Employee may trade up to 500 shares of such security in a rolling 30 day period, provided there is no conflicting client activity in the security during the blackout period or on the trading desk that exceed 500 shares per trading day.
ii. | Fixed Income de minimis exemption |
If an Employee does not have knowledge of trading activity in a security, he or she may trade up to $100,000 of par value of a fixed income security in a rolling 30 day period.
3.4 | Exceptions to Pre-clearance Requirements |
Trading in the following types of securities do not require pre-clearance:
| Open-end mutual funds (including Invesco managed mutual funds), open-end unit investment trusts and pooled trust funds. |
| Variable annuities, variable life products, segregated funds, and other similar unit-based insurance products issued by insurance companies and insurance company separate accounts. |
| Securities issued or guaranteed by the Government of Canada, or the government of any province or territory in Canada. |
| Securities issued or guaranteed by the Governments of the United States. |
| Physical commodities or securities relating to those commodities. |
| Other securities or classes of securities as the Invesco Compliance department or the Code of Ethics (North America) team may from time to time designate. |
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The following Employee accounts are also excluded from the pre-clearance requirement:
| Employee share purchase plans, except for the sale of the securities. |
| Invesco employee stock option purchase plans, except for the sale of the securities. |
4. | Reporting Requirements |
Employees are required to sign-off and submit various reports in the Star Compliance system as detailed in sections 4.1 to 4.6 below. Employees that do not hold any Reportable Securities in any Covered Accounts are still required to sign-off on these reports.
4.1 | Initial Holdings Reports |
Within 10 days of becoming an Employee, each Employee, must complete an Initial Holdings Report by inputting into the Star Compliance system the following information:
| a complete list of all Covered Accounts (including the name of the financial institution with which the Employee maintains the account); |
| a list of each Reportable Security including the number of shares (equities) or principal amount (debt securities) held in each Covered Account. |
The information must be current within 45 days of the date of becoming an Employee.
4.2 | Quarterly Transaction Reports |
Within 30 calendar days after the end of each calendar quarter, an Employee, using the Star Compliance system, must submit a Quarterly Transaction Report. The report will contain the details of each personal securities transaction during the quarter in a Reportable Security in each Covered Account.
Transactions effected by an automatic investment plan are not subject to pre-clearance nor are they reportable on the Quarterly Transaction Reports. An automatic investment plan means any program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation. An automatic investment plan includes a dividend reinvestment plan.
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4.3 | Annual Holdings Reports |
Within 30 calendar days after the end of the year, each Employee, using the Star Compliance system, must submit an Annual Holdings Report. The report will contain the following information:
| all Covered Accounts of such Employee (including the name of the financial institution with which the Employee maintained the account) |
| a list of each Reportable Security including the number of shares (equities) or principal amount (debt securities) in each Covered Account |
4.4 | Reports of Trade Confirmations and Account Statements |
Within 10 calendar days of settlement of each personal securities transaction involving a Reportable Security, whether the transaction had to be pre-cleared or not, the Employee engaging in the transaction must provide the Code of Ethics (North America) team a duplicate copy of the trade confirmation, or such other confirmations as are available.
Employees must direct their brokers to deliver to the Invesco Canada Compliance department, duplicate trade confirmations and account statements for their Covered Accounts in a timely manner. In addition, Employees must provide duplicate trade confirmations and account statements directly to the Code of Ethics team upon request. The Code of Ethics (North America) team will review all reports submitted and report any breaches of this Policy or any other concerns relating to personal trading to the Invesco Canada Compliance department. All breaches and concerns are also reported to Invesco Canadas Ethics Committee.
4.5 | New Covered Accounts Opened Since Joining Invesco |
Employees who open a new covered account while employed with Invesco are required to enter the account into the Star Compliance system within 10 calendar days of opening the account.
4.6 | Certification of Compliance |
On an annual basis, Employees are required to confirm adherence to this Policy by signing off on the following:
| Certificate of Compliance by using the Star Compliance system |
| Invesco Code of Conduct |
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5. | Discretionary Managed Accounts |
An Employee must receive approval by the Chief Compliance Officer or to the Code of Ethics (North America) team to establish and maintain a fully managed discretionary account where investment discretion is given to an investment manager or trustee. Approval will be granted providing that:
| The account is subject to a written contract and all investment discretion has been delegated to another party. |
| The Employee has provided the Chief Compliance Officer or the Code of Ethics (North America) team with a copy of such written agreement. |
| The Employee certifies in writing that he or she has not discussed, and will not discuss, potential investment decisions with the party to whom investment discretion has been delegated. |
| Discretionary managed accounts for which this exemption is available would not include ones where the accountholder has given a power of attorney (POA) to another person such as a broker for temporary discretionary trading. |
Employees are not required to record their managed accounts on the Star Compliance system as this is completed by the Code of Ethics (North America) team for the purposes of the annual certification. Transactions of individual securities executed in a managed account are not subject to pre-clearance nor are they reportable in any Quarterly Transaction Reports.
6. | Options Trading |
In the case of personal securities transactions involving the purchase or sale of an option on an equity security, the Star Compliance system will determine whether to authorize the transaction by matching the pre-clearance request against activity in client accounts in both the option and the underlying security. Pre-clearance will not be given if there has been a client account transaction in either the option or the underlying security within the corresponding Blackout Rule period or the underlying security is on the Restricted List of the proposed personal securities transaction. Pre-clearance is required for both the opening and closing transaction. Approval given to an opening transaction does not guarantee that the closing transaction will automatically be approved.
An Employee is prohibited from engaging in transactions in publicly traded options, such as calls and puts, on shares of Invesco Ltd.
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7. | Short Sales |
Short sales of securities are permissible subject to the following conditions:
| No short sales on shares of Invesco Ltd. |
| No short sales on securities where there has been a trade in the same security where the corresponding Blackout Rule period applies in one of the client accounts. |
| Portfolio managers are prohibited from short selling a security if the client account the Portfolio Manager manages are long the security. |
| If a Portfolio Manager is selling a stock there should generally be no short selling allowed until that position is completely sold. This provision includes the situation where the Portfolio Manager stops selling the security for a short period, for example to let the market absorb what has been sold, and then resumes selling the position. |
Transactions executed in a brokerage account that are initiated by the financial institution (e.g. a margin call) are not subject to pre-clearance.
8. | Restrictions on Certain Activities |
Employees are subject to the following additional restrictions and prohibitions relating to certain investment activities.
8.1 | Prohibition against Trading in Securities on Restricted Lists |
Generally, all Employees are prohibited from engaging in any personal securities transactions in a security on the Invesco restricted list. Refer to Policy B4 Securities Restricted List for further details.
There are instances when a security is added to the Restricted List due to ownership limits as defined under Canadian securities laws. In such instances, the Chief Compliance Officer or the Code of Ethics (North America) team may grant approval to a personal securities transaction request after reviewing the request to ensure that there are no conflicts of interest.
This short-term trading prohibition will be waived by the Invesco Canada Chief Compliance Officer or the Code of Ethics (North America) team in certain instances including where an Employee wishes to limit his or her losses on a security.
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8.2 | Prohibition against Short-Term Trading Activities |
Employees are prohibited from engaging in the purchase and sale, or short sale and cover of the same Reportable Security within 60 days at a profit. If an Employee trades a Reportable Security within the 60 day time frame, any profit from the trade will be disgorged to a charity of Invescos choice and a letter of education may be issued to the Employee.
This short-term trading prohibition will be waived by the Invesco Canada Chief Compliance Officer or the Code of Ethics (North America) team in certain instances including where an Employee wishes to limit his or her losses on a security.
8.3 | Prohibition against Purchases in Initial Public Offerings (IPOs) |
Employees generally are prohibited from purchasing securities in IPOs. Employees may purchase securities in an IPO when the trade is through a discretionary managed account.
8.4 | Restricted Securities Issued by Public Companies |
Generally, Employees are discouraged from investing in restricted securities of public companies including special warrant deals. Restricted securities are securities acquired in an unregistered, private sale from an issuer. An Employee must receive approval from the Chief Compliance Officer or the Code of Ethics (North America) team prior to executing a transaction in a restricted security.
8.5 | Restrictions on Private Placements |
An Employee may not purchase or sell any security obtained through a private placement (including Hedge Funds) unless the transaction has been pre-cleared by the Chief Compliance Officer or the Code of Ethics (North America) team. The Chief Compliance Officer or the Code of Ethics (North America) team will maintain a record of the approval and the rationale supporting the purchase of the Private Placement. Further, Employees who have been authorized to acquire securities in a private placement must disclose such investment when he/she plays a part in any client accounts subsequent consideration of an investment in the issuer. In such circumstances, the client accounts decision to purchase securities of the issuer is subject to an independent review by investment personnel with no personal interest in the issuer.
8.6 | Investment Clubs |
Employee participation in an investment club is prohibited.
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8.7 | Trading in Securities of Invesco Ltd. |
The Invesco Insider Trading Policy prohibits directors, executive officers, and other specified employees (Blackout Group) who are deemed to regularly have access to material nonpublic information about Invesco from trading in Invesco during the Blackout Periods. This trading prohibition also extends to the family members of these persons. Persons within the Blackout Group are determined on a quarterly basis and are notified of their status accordingly.
Any Employee who becomes aware of material, nonpublic information about Invesco is prohibited from trading Invesco Securities.
Details of the blackout period can be found by way of the attached link:
Trading Blackouts
The following additional trading restrictions apply to trading in Invesco Ltd.
| Short term trading in Invesco shares is prohibited. |
| Pledging Invesco securities as collateral for a loan is generally prohibited. Exceptions must be approved by the Chief Compliance Officer or the Code of Ethics (North America) team. |
9. | Independent Directors |
Except as otherwise provided in the special procedures for independent directors of US Funds, personal securities transactions of independent directors of Invesco or of Invesco Canadas corporate funds and members of the Funds Advisory Boards are not subject to either the pre-clearance or reporting requirements set forth in this Policy.
Notwithstanding this exception, such directors must report on a quarterly basis to the Invesco Compliance department any personal securities transactions (executed either by the director or the directors spouse) in the shares of Invesco Ltd. or mutual funds managed by Invesco. For purposes of this exception the term independent director means
a) | any director of Invesco Canadas corporate funds or members of the Invesco Canada Fund Advisory Board |
i) | who is neither an officer nor Employee of Invesco or of any Invesco Company. |
b) | any director of Invesco Canada who |
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i) | is not an interested person of a US Fund under Section 2(a)(19) of the Investment Company Act (1940) and would otherwise be required to submit a pre-clearance request or make a report solely by reason of being an Invesco Aim director and |
ii) | does not regularly obtain information concerning the investment recommendations or decisions made by Invesco Canada on behalf of the US Funds. |
10. | Oversight |
This Policy shall be overseen and administered by Invesco Canadas Ethics Committee, while administration of this Policy is the responsibility of the Chief Compliance Officer.
10.1 | Ethics Committee |
This Policy shall be overseen and administered by Invesco Canadas Ethics Committee (the Committee), which has responsibility for the overall scope, application, and enforcement of this Policy. The Committee shall receive the reports and recommendations of the Invesco Compliance department from time to time and periodically update or revise this Policy as necessary.
The Committee shall meet twice a year to review the Chief Compliance Officers report and other matters relevant to the Invesco Code of Conduct and this Policy. A majority of the members of the Committee constitute a quorum. A majority of the members present at a meeting constitutes the vote required for any action taken by the Committee. Special meetings of the Committee may be called by any member of the Committee to discuss matters that are deemed to warrant immediate attention.
10.2 | Invesco Canada Chief Compliance Officer |
The Chief Compliance Officer administers all aspects of the Policy and may designate these activities to the Code of Ethics (North America) team which include informing new Employees of the requirements and monitoring personal trading activities.
The Chief Compliance Officer or designate will provide a written report, at least annually to the Committee summarizing:
| Compliance with the Policy for the period under review. |
| Violations of the Policy for the period under review. |
| Sanctions imposed under the Policy by Invesco Canada during the period under review. |
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| Changes in procedures recommended for the Policy. |
| Any other information requested by the Committee. |
The Chief Compliance Officer or designate reports on personal trading matters to the Compliance Committee of the Invesco Canada Boards and provides an annual report to the Independent Review Committee.
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INVESCO CONTINENTAL EUROPE
CODE OF ETHICS
2013
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CONTENTS
SECTION |
PAGE | |||
1. Statement of General Principles |
4 | |||
2. Material, Non-Public Information |
5 | |||
3. Personal Investing Activities, Pre-Clearance and Pre-Notification |
7 | |||
4. Trade Restrictions on Personal Investing |
10 | |||
5. Economic Opportunities, Confidentiality and Outside Directorships |
12 | |||
6. Client Investments in Securities Owned by Invesco Employees |
14 | |||
7. Reports |
14 | |||
8. Training |
15 | |||
9. Miscellaneous |
15 | |||
10.Guidelines for Compliance in Real Estate Investments |
17 | |||
APPENDICIES |
||||
A: Procedures to Deal for Invesco Europe |
19 | |||
B: Definitions |
21 | |||
C: Personal Account Dealing Guidance |
23 |
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This revised Code of Ethics (the Code) regarding ethical behaviour and conflicts of interest applies to all employees of all entities of Invesco Continental Europe (Invesco). It covers the following topics:
| Prohibitions related to material, non-public information |
| Personal securities investing |
| Service as a director and other business opportunities. |
This Code also imposes on employees certain restrictions and reporting obligations which are specified below. Adherence to this Code, once adopted, both letter and spirit, is a fundamental and absolute condition of employment with Invesco.
The following Invesco Policies are referred to in this Code of Ethics and the latest version of each of these Policies can be found on the Compliance Europe Intranet Site or the Legal and Compliance intranet site:-
| Gifts, Benefits and Entertainment (Inducements) Policy; |
| Conflicts of Interest Policy; |
| Treating Customers Fairly Policy; |
| Whilstleblowing Policy; |
| Market Abuse Policy; |
| Fraud Policy; |
| Insider trading Policy and |
| Anti-Bribery Policy |
It is appreciated that no Code of Ethics can address every circumstance that may give rise to a conflict, a potential conflict or an appearance of a conflict of interest. Every employee should be alert to any actual, potential or appearance of a conflict of interest with Invescos clients and to conduct himself or herself with good judgment. Failure to exercise good judgment, as well as violations of this Code, may result in the imposition of sanctions on the employee, including suspension or dismissal.
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1 | STATEMENT OF GENERAL PRINCIPLES |
1.1 | As a fiduciary, Invesco owes an undivided duty of loyalty to its clients. It is Invescos policy that all employees conduct themselves so as to avoid not only actual conflicts of interest with Invesco clients, but also that they refrain from conduct which could give rise to the appearance of a conflict of interest that may compromise the trust our clients have placed in us. |
1.2 | The Code is designed to ensure, among other things, that the personal securities transactions of all employees are conducted in accordance with the following general principles: |
1.2.1 | A duty at all times to place the interests of Invescos clients first and foremost; |
1.2.2 | The requirement that all personal securities transactions be conducted in a manner consistent with this Code and national legal & regulatory requirements and in such a manner as to avoid any actual, potential or appearance of a conflict of interest or any abuse of an employees position of trust and responsibility; and |
1.2.3 | The requirement that employees should not take inappropriate advantage of their positions. |
1.3 | Invescos policy is to avoid actual or apparent conflicts of interest but, where they unavoidably occur, to record, manage, and disclose them to prevent abuse and protect our clients, employees and other counterparties |
1.4 | Invesco does not make political contributions with corporate funds. No employees may, under any circumstances, use company funds to make political contributions, nor may you represent your personal political views as being those of the company. |
1.5 | Invesco seeks to do business with clients and suppliers on a fair and equitable basis. Employees may not accept or provide gifts, entertainment or other non-monetary benefits of an unreasonable value which could create a conflict with the duty owed to clients. Any limits imposed by our business units policies, local laws, or regulations with respect to the acceptance or provision of gifts, entertainment and non-monetary benefits must be complied with. Invesco lays down written standards regarding the nature of gifts, benefits and entertainment, with strict monetary and frequency limitations. Only gifts, benefits and entertainment which comply with regulatory requirements and internal standards, are designed to enhance the quality of service to customers and do not create conflicts of interest, can be given or received. Subject to regulatory requirements and internal limits, the types of benefits which may be given or received by the Invesco Group include: gifts, hospitality and promotional competition prizes; joint marketing exercises; participation in seminars and conferences; provision of technical services and information technology; training; and travel and accommodation expenses. |
1.6 | Invesco does not tolerate bribery. Employees must not offer, give request or agree to accept or accept financial or non-financial advantages of any kind where the purpose is to influence a person to behave improperly in their decisions or actions or to reward them for having done so. Charitable donations must not be made as an inducement or reward for improper behaviour. Unofficial payments to speed up routine government or other processes must never be made, however small. These restrictions apply to Invesco staff and to anybody appointed to act on Invescos behalf and cover relationships with prospective or existing clients or business partners. Further information can be found in the Anti-Bribery Policy. |
1.7 |
Legislation exists to protects employees who blow the whistle about wrongdoing within the Firm. This legislation encourages employees to raise concerns internally in the first instance. Invesco employees should feel able to raise any such concern internally, confident that it will be dealt with properly and that all reasonable steps will be taken to prevent victimisation. If employees wish to report concerns anonymously they can call the Invesco Compliance Reporting Hotline, 1-855-234-9780. For calls originating outside of the U.S. and Canada, toll- |
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free telephone numbers are available and vary depending on your location. These telephone numbers are as follows: |
Austria: 0800-291870
Belgium: 0800-77004
Czech Republic: 800-142-550
France: 0800-902500
Germany: 0800-1016582
Italy: 800-786907
Netherlands: 0800-0226174
Spain: 900-991498
Sweden: 020-79-8729
Switzerland: 0800-562907
Employees may also report their concerns by visiting the Invesco Compliance Reporting Hotline website at: www.invesco.ethicspoint.com . To ensure confidentiality, this telephone line and website is provided by an independent company and is available twenty-four hours a day, seven days a week. All submissions to the Compliance Reporting Hotline will be reviewed and handled in a prompt, fair, and discreet manner. Employees are encouraged to report these questionable practices so that Invesco has an opportunity to address and resolve these before they become more significant regulatory or legal issues.
1.8 | It is Invesco policy, in the context of being an Asset Manager, to treat its customers fairly. |
1.9 | No employee should have ownership in or other interest in or employment by any outside concern which does business with Invesco Ltd. This does not apply to stock or other investments in a publicly held company, provided that the stock and other investments do not, in the aggregate, exceed 5% of the outstanding ownership interests of such company. Invesco Ltd may, following a review of the relevant facts, permit ownership interests which exceed these amounts if management or the Board of Directors, as appropriate, concludes that such ownership interests will not adversely affect Invesco Ltds business interests or the judgment of the affected staff. |
1.10 | Employees are prohibited from using personal hedging strategies or remuneration or liability related contracts of insurance to undermine any risk alignment effects embedded in their remuneration arrangements. This includes, for instance, entering into an arrangement with a third party under which that third party will make payments directly, or indirectly, to the employee that are linked to, or commensurate with, the amounts by which the employees remuneration is subject to reductions arising from the implementation of the Capital Requirements Directive (CRD3). |
2 | MATERIAL, NON-PUBLIC INFORMATION |
2.1 | Restriction on Trading or Recommending Trading |
Each employee is reminded that it constitutes a violation of law and/or Market Abuse regulations for any person to trade in or recommend trading in the securities of a company while in possession of material, non-public information concerning that company, or to disclose such information to any person not entitled to receive it if there is reason to believe that such information will be used in connection with a trade in the securities of that company. Violations of law and regulations may give rise to civil as well as criminal liability, including the imposition of monetary penalties or prison sentences upon the individuals involved. Persons who receive material, non-public information also may be held liable if they trade or if they do not trade but pass along such information to others.
2.2 | What is material, non-public information? |
Material information is any information about a company which, if disclosed, is likely to affect the market price of the companys securities or to be considered important by an average investor in deciding whether to purchase or sell those securities. Examples of information which should be presumed to be material are matters such as dividend increases or decreases,
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earnings estimates by the company, changes in the companys previously released earnings estimates, significant new products or discoveries, major litigation by or against the company, liquidity or solvency problems, extraordinary management developments, significant merger or acquisition proposals, or similar major events which would be viewed as having materially altered the total mix of information available regarding the company or the market for any of its securities.
2.3 | Non-public information |
Non-public information often referred to as inside information is information that has not yet been publicly disclosed. Information about a company is considered to be non-public information if it is received under circumstances which indicate that it is not yet in general circulation and that such information may be attributable, directly or indirectly, to the company or its insiders, or that the recipient knows to have been furnished by someone in breach of a fiduciary obligation. Courts have held that fiduciary relationships exist between a company and another party in a broad variety of situations involving a relationship between a company and its lawyers, investment bankers, financial printers, employees, technical advisors and others. This list is not exhaustive and the types of fiduciary relationships and the way in which they are formed are extensive.
2.4 | Information should not be considered to have been publicly disclosed until a reasonable time after it has been made public (for example, by a press release). Someone with access to inside information may not beat the market by trading simultaneously with, or immediately after, the official release of material information. |
2.5 | The responsibility of ensuring that the proposed transaction does not constitute insider dealing or a conflict with the interests of a client remains with the relevant employee and obtaining pre- clearance to enter into a transaction under Section 3.3 below does not absolve that responsibility. |
2.6 | Invesco is in a unique position, being privy to market research and rumours and being privy also to information about its clients which may be public companies. Invesco employees must be aware and vigilant to ensure that they cannot be accused of being a party of any insider dealing or market abuse situations. |
2.7 | In particular, the following investment activities must not be entered into without carefully ensuring that there are no implications of insider trading: |
2.7.1 | Trading in shares for a client in any other client of Invesco which is a Company quoted on a recognised stock exchange. |
2.7.2 | Trading in shares for a client in a quoted company where Invesco: |
i) | obtains information in any official capacity which may be price sensitive and has not been made available to the general public. |
ii) | obtains any other information which can be substantiated in connection with a quoted company which is also both price sensitive and has not been made available to the general public. |
2.7.3 | Manipulation of the market through the release of information to regular market users which is false or misleading about a company. |
2.7.4 | Release of information about a company that would have the effect of distorting the market in such a way to be considered market abuse. |
2.8 | Reporting Requirement |
Whenever an employee believes that he or she may have come into possession of material or non-public information about a public company, he or she personally must immediately notify the Compliance Department and should not discuss such information with anyone else including Invesco employees and should not engage in transactions for himself or others, including Invesco clients.
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2.9 | Upon receipt of such information the Compliance Department will include the company name on the IVZ Restricted list of which no transactions may be entered into. This list will be advised to the Equity dealing desk and no discussion will be entered into. Whenever an employee is aware of the reason why a company has been included on the IVZ Restricted list but nevertheless wishes to deal in a fund which contains the stock of that company, this must be notified to the local Compliance Officer to decide whether the deal will be permitted . Approval to deal in a personal capacity (i.e. in a Covered Account) in a fund which holds a stock on the IVZ Restricted List will not be granted where the stock represents over 5% of the value of the funds portfolio. |
2.10 | Confidentiality |
No information regarding the affairs of any client of Invesco may be passed to anyone outside Invesco unless specifically requested by law, regulation or court order. In any event, the Compliance and Legal Departments must be consulted prior to furnishing such information.
2.11 | Employees should maintain the confidentiality of information entrusted to them by the Company and their fellow employees. External publication or distribution of internal company information, policies or procedures is prohibited except when disclosure is properly authorised by the functional owner of the information or legally mandated. Employees should make all reasonable efforts to safeguard such information that is in their possession against inadvertent disclosure and shall comply with any non-disclosure obligations imposed on Invesco in its agreements with third parties |
2.12 Sanctions
Any employee who knowingly trades or recommends trading while in possession of material, non-public information may be subject to civil and criminal penalties, as well as to immediate suspension and/or dismissal from Invesco.
3 | PERSONAL INVESTING ACTIVITIES, PRE-CLEARANCE AND PRE- NOTIFICATION REQUIREMENTS |
3.1 | Transactions covered by this Code |
All transactions in investments made for Covered Accounts, other than those in respect of an exempted investment shown in 3.2 below, are subject to the pre-clearance procedures, trading restrictions, pre-notification and reporting requirements described below, unless otherwise indicated. For a list of the types of employee and other accounts which fall within the definition of Covered Accounts please see Appendix B.
3.2 | Exempt Investments |
Transactions in the following investments (Exempt Investments) are not subject to the trading restrictions or other requirements of this Code and do not need not be pre-notified, pre-cleared or reported:
3.2.1 | Registered unaffiliated (e.g. Schroders) open ended Collective Investment Schemes [CIS] including; mutual funds, open-ended investment companies/ICVCs/ SICAVs or unit trusts but not Exchange Traded Funds (ETFs) or closed-end funds, e.g. Investment Trusts; and |
3.2.2 | Securities which are direct debt obligations of an OECD country (e.g. US Treasury Bills). |
3.2.3 | In-specie transfers. |
3.3 | Pre-Clearance |
3.3.1 |
Transactions to buy or sell Venture Capital Trust ordinary securities or to buy, sell, switch or transfer holdings in Invesco Ltd ordinary shares, Invesco funds or investment products or other affiliated schemes are subject to pre-clearance by the Compliance Department regardless of whether the order is placed directly or |
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through a broker/adviser. Prior to entering an order for a Securities Transaction in a Covered Account, the employee must complete a Trade Authorisation Form (available on the Compliance Europe intranet site) and submit the completed form electronically to the Compliance department by e-mail to *UK- Compliance Personal Share Dealing. Transactions are subject to the 60 day holding period requirements. |
The Trade Authorisation Form requires employees to provide certain information and to make certain representations in connection with the specific securities transaction(s).
3.3.2 | If satisfactory, then the Form will be authorised by Compliance and confirmation returned by e-mail to the individual, who will then be at liberty to deal through his or her broker within the designated timescales. |
3.3.3 | Trading should not occur prior to receipt of authorisation: no order for a Securities Transaction for which pre-clearance authorisation is sought may be placed prior to the receipt of authorisation from Compliance. The authorisation and date and time of the authorisation must be reflected on the Trade Authorisation Form. The original of the completed form will be kept as part of Invescos books and records. Further, the employee is requested to send a copy of the transaction note to their local Compliance Officer in order for it to be matched to the Trade Authorisation Form. Any mismatches will be reported to the Director of European Compliance. |
3.3.4 | If an employee receives permission to trade a security or instrument, the trade must be executed by the close of business on the next business day, unless the local Compliance Officers authorisation to extend this period has been obtained. Permission may be granted to place Stop loss and limit orders but only in cases where express clearance for this type of transaction has been granted by Compliance. |
3.3.5 | Where an employee receives permission to buy or sell Invesco Limited ordinary shares on the basis of a limit or stop loss order, the pre-clearance remains valid for up to two weeks or until the trade takes place if this is sooner; if the trade does not take place within two weeks, employees must notify Compliance again and seek further pre-clearance to trade. If, during this period, employees gain non-public price sensitive information, they must notify compliance immediately and cancel the trade. For those employees who are members of the Blackout Group, normal Blackout restrictions continue to apply; therefore, any such limit or stop loss order which remains outstanding when a closed period starts must be cancelled by the employee. Where trades involving limit or stop loss orders are approved, further pre-clearance is required before these orders can be changed. |
3.3.6 | For any transaction to buy or sell Invesco Ltd ordinary shares pre clearance needs to be sought from Compliance. The trade authorisation form should be completed in the way detailed above and sent to *UK- Compliance Personal Share Dealing. |
3.3.7 | Copies of the relevant contract notes (or equivalent) must be sent to the Compliance Department. This must be done within 14 days of the transaction. |
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3.4 | Transactions that do not need to be pre-cleared but must be reported. |
The pre-clearance requirements (and the trading restrictions on personal investing described below) do not apply to the following transactions:
3.4.1 | Discretionary Accounts |
Transactions effected in any Covered Account over which the employee has no direct or indirect influence or control (a Discretionary Account). An employee shall be deemed to have no direct or indirect influence or control over an account only if all of the following conditions are met:
i) | investment discretion for such account has been delegated in writing to an independent fiduciary and such investment discretion is not shared with the employee, or decisions for the account are made by a family member or significant other and not by, or in connection with, the employee; |
ii) | the employee (and, where applicable, the family member or significant other) certifies in writing that he or she has not and will not discuss any potential investment decisions with such independent fiduciary or household member; and |
iii) | the Compliance Department has determined that the account satisfies the foregoing requirements. |
3.4.2 | Governmental Issues |
Investments in the debt obligations of state and municipal governments or agencies.
3.4.3 | Non-Volitional Trades |
Transactions which are non-volitional on the part of the employee (such as the receipt of securities pursuant to a stock dividend or merger).
3.4.4 | Automatic Transactions |
Purchases of the stock of a company pursuant to an automatic dividend reinvestment plan or an employee stock purchase plan sponsored by such company.
3.4.5 | Rights Offerings |
Receipt or exercise of rights issued by a company on a pro rata basis to all holders of a class of security. Employees must, however, pre-clear transactions for the acquisition of such rights from a third party or the disposition of such rights.
3.4.6 | Interests in Securities comprising part of a broad-based, publicly traded market basket or index of stocks , e.g. S & P 500 Index, FTSE 100, DAX. |
3.4.7 | Non-Executive Directors transactions |
Transactions in securities, except for Invesco Ltd shares and/or UK Investment Trusts managed by Invesco, by non-executive Directors.
3.4.8 | Note that all of the transactions described in paragraphs 3.4.1. to 3.4.7 while not subject to pre-clearance are nevertheless subject to all of the reporting requirements set forth below in paragraph 7.3. This must be done within 14 days of the transaction. |
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4 | TRADE RESTRICTIONS ON PERSONAL INVESTING |
4.1 | All transactions in Covered Accounts which are subject to the pre-clearance requirements specified in this Code are also subject to the following trading restrictions: |
4.1.1 | Blackout Restrictions |
Transactions in Covered Accounts generally will not be permitted during a specific period (the blackout period) before and after a client account trades in the same security or instrument.
4.1.2 | Blackout Periods |
An employee may not buy or sell, or permit any Covered Account to buy or sell, a security or any instrument:
i) | within three business days before or after the day on which any client account trades in the same security or instrument or in a security convertible into or exchangeable for such security or instrument (including options) on transactions other than those covered under the paragraph below, or |
ii) | within two business days before or after the day on which a pro rata strip trade, which includes such security, is made for the purpose of rebalancing client accounts. |
4.1.3 | Exemptions from Blackout Periods |
Blackout periods will no longer apply to equity and corporate bond transactions in main index constituents, i.e. FTSE 100, Dow Jones, etc, subject to a cost and proceeds limit of 35.000 EUR per transaction for equities and 70,000 EUR per transaction for corporate bonds. Normal blackout conditions will apply to transactions outside of these criteria. If in any doubt please consult your local Compliance Officer. On a case by case basis and at the discretion of the Compliance Officer in consultation with the Chief Investment Officer, this limit may be relaxed.
4.1.4 | Trades effected by Invesco for the account of an index fund it manages in the ordinary course of such funds investment activity will not trigger the blackout period. However, the addition or removal of a security from an index, thereby triggering an index fund trade, would cause employee trades in such security to be blacked-out for the seven prior and subsequent calendar days, as described above. |
4.1.5 | In the event there is a trade in a client account in the same security or instrument within a blackout period, the employee may be required to close out the position and to disgorge any profit to a charitable organisation chosen by the local Board of Directors; provided, however, that if an employee has obtained pre-clearance for a transaction and a subsequent client trade occurs within the blackout period, the local Head of Office in consultation with the Compliance Officer, upon a demonstration of hardship or extraordinary circumstances, may determine to review the application of the disgorgement policy to such transaction and may select to impose alternative restrictions on the employees position. The disgorgement of profits will only apply if the total profit exceeds 150 EUR within the blackout period. |
4.1.6 | Invesco Ltd Shares |
Pre-clearance is also required to buy or sell Invesco Ltd Shares. For staff who have been advised that they are part of the Blackout Group, permission will not be given during a closed period.
Persons within the Blackout Group are determined on a quarterly basis and will be notified that they have been added to or removed from the list.
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In line with the Invesco Insider Trading Policy, the Blackout Periods for each quarter commence on 15 March, 15 June, 15 September and 15 December and end on the second business day following the Companys issue of the relevant earnings release.
Full details of the Invesco Ltd stock transaction Pre-Clearance Guide and restrictions for all employees of Invesco Ltd can be found on the Compliance intranet site.
4.1.7 | UK ICVCs, the Global Product Range (GPR), PowerShares, |
and other affiliated (Invesco) schemes are subject to the Short Term Trading restrictions (60 day rulesee 4.1.8). The preferential rate of sales charge allowed to staff will be withdrawn in circumstances where it is apparent that the employee has traded on a short term basis in those shares i.e. where previous transactions by that person have resulted in the short term holding of those investments. If the funds themselves are closed for redemption due to the effects of subsequent market or currency movements, shares of UK ICVCs, the GPR, PowerShares and affiliated schemes will also not be accepted for redemption.
4.1.8 | Short Term Trading Profits |
It is Invescos policy to restrict the ability of employees to benefit from short-term trading in securities and instruments. Employees must disgorge profits made on the sale by an employee of any security or instrument held less than 60 days and will not be permitted to purchase any security or instrument that has been sold by such employee within the prior 60 days. Employees are required to disgorge profits made on the sale in a Covered Account within the 60 days period. Exceptions may be granted by the Compliance Department on a case by case basis. This policy applies to trading in all types of securities and instruments, except where in a particular case the local Head of Office in consultation with the Compliance Officer has made a specific finding of hardship and it can be demonstrated that no potential abuse or conflict is presented (for example, when an employees request to sell a security purchased within 60 days prior to the request is prompted by a major corporate or market event, such as a tender offer, and the security was not held in client accounts). This section (4.1.8) will not apply to Financial Spread Betting transactions which have been approved under the Exceptions section (4.1.15) of this Policy.
4.1.9 | Initial Public Offerings |
No employee may purchase or permit any Covered Account to purchase a security offered pursuant to an initial public offering, wherever such offering is made except in a Venture Capital Trust. However, in certain circumstances an employee may be permitted to buy an IPO for example where the public offering is made by a Government of where the employee is resident and different amounts of the offering are specified for different investor types e.g. private and institutional, the local Compliance Officer may allow such purchases after consultation with the local Head of Office or his designee.
4.1.10 | Privately-Issued Securities |
Employees may not purchase or permit a Covered Account to purchase or acquire any privately-issued securities, other than in exceptional cases specifically approved by the local Head of Office (e.g. where such investment is part of a family-owned and operated business venture that would not be expected to involve an investment opportunity of interest to any Invesco client). Requests for exceptions should be made in the first instance to the local Compliance Officer.
4.1.11 | Private Investment Funds |
Employees, however, may invest in interests in private investment funds (i.e. hedge funds) that are established to invest predominantly in public securities and instruments, subject to the pre-clearance procedures, trading restrictions and
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reporting requirements contained in this Code. Employees may also invest in residential co-operatives and private recreational clubs (such as sports clubs, country clubs, luncheon clubs and the like) for their personal use; such investments are not subject to the pre-clearance procedures, trading restrictions and reporting requirements unless the employees investing is part of a business conducted by the employee. Such ownership should be reported to the Compliance Officer.
4.1.12 | Short Sales |
An employee may not sell short a security. Requests for exceptions should be made to the local Compliance Officer.
4.1.13 | Financial Spread Betting |
Employees may not enter into Financial Spread betting arrangements unless they have applied in writing to do so under the Exceptions section of this Policy (4.1.15) and have received written confirmation that this is permitted. Exceptions will not be granted for Financial Spread Betting on single stocks but, depending on the circumstances, spread betting on Exchange Rates, Main Indices and Government Bonds may be allowed on an exceptions basis.
4.1.14 | Futures |
Employees may not write, sell or buy exchange-traded futures, synthetic futures, swaps and similar non-exchange traded instruments.
4.1.15 | Exceptions |
The local Head of Office or his designee in consultation with the Compliance Officer may, on a case by case basis, grant exceptions from these trading restrictions upon written request. Any exceptions granted will be reported to the local Board of Directors at least annually. Additionally, if a local Board or its designee wish to impose additional restrictions these should be communicated to the relevant staff.
5 | ECONOMIC OPPORTUNITIES, CONFIDENTIALITY AND OUTSIDE DIRECTORSHIPS |
5.1 | Monitoring the use of the name of Invesco |
To be able to fully monitor the appearance of the name of Invesco, any employees activities on behalf of Invesco such as the participation in an industry body or an external consulting group need to be pre-cleared to the local Compliance Officer and the local local Head of Office.
5.2 | Avoiding conflicts of interests |
In order to reduce potential conflicts of interest arising from the participation of employees on the boards of directors of public, private, non-profit and other enterprises, all employees are subject to the following restrictions and guidelines:
5.2.1 | An employee may not serve as a director or non-executive director of a public or private company without the approval of the local Head of Office after consultation with the local Compliance Officer, with the exception of approved industry associations. |
5.2.2 | An employee may serve on the board of directors or participate as an adviser or otherwise, or advisers of a private company only if: |
(i) | client assets have been invested in such company and having a seat on the board would be considered beneficial to our clients interest; and |
(ii) |
service on such board has been approved in writing by the local Head of Office. The employee must resign from such board of directors as soon as the company contemplates |
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going public, except where the local Chief Executive Officer in consultation with the Compliance Officer has determined that an employee may remain on a board. In any event, an employee shall not accept any compensation for serving as a director (or in a similar capacity) of such company; any compensation offered shall either be refused or, if unable to be refused, distributed pro rata to the relevant client accounts. |
5.2.3 | An employee must receive prior written permission from the local Head of Office or his designee before serving as a director, non-executive director, trustee or member of an advisory board of either: |
(i) | any non-profit or charitable institution; or |
(ii) | a private family-owned and operated business. |
5.2.4 | An employee may serve as an officer or director of a residential co-operative, but must receive prior written permission from the local Head of Office and the local Compliance Department before serving as a director if, in the course of such service, he or she gives advice with respect to the management of the co- operatives funds. |
5.2.5 | If an employee serving on the board of directors or advisers of any entity comes into possession of material, non-public information through such service, he or she must immediately notify the local Compliance Officer. |
5.2.6 | An Invesco employee shall not take personal advantage of any economic opportunity properly belonging to an Invesco Client or to Invesco itself. Such opportunities could arise, for example, from confidential information belonging to a client or the offer of a directorship. Employees must not disclose information relating to a clients intentions, activities or portfolios except: |
i) | to fellow employees, or other agents of the client, who need to know it to discharge their duties; or |
ii) | to the client itself. |
5.2.7 | Employees may not cause or attempt to cause any Client to purchase, sell or hold any Security in a manner calculated to create any personal benefit to the employee or Invesco. |
5.2.8 | If an employee or immediate family member stands to materially benefit from an investment decision for an Advisory Client that the employee is recommending or participating in, the employee must disclose that interest to persons with authority to make investment decisions and to the local Compliance Officer. Based on the information given, a decision will be made on whether or not to restrict the employees participation in causing a client to purchase or sell a Security in which the employee has an interest. |
5.2.9 | An employee must disclose to those persons with authority to make investment decisions for a Client (or to the Compliance Officer if the employee in question is a person with authority to make investment decisions for the Client), any Beneficial Interest that the employee (or immediate family) has in that Security or an Equivalent Security, or in the issuer thereof, where the decision could create a material benefit to the employee (or immediate family) or the appearance of impropriety. The person to whom the employee reports the interest, in consultation with the Compliance Officer, must determine whether or not the employee will be restricted in making investment decisions. |
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6 | CLIENT INVESTMENTS IN SECURITIES OWNED BY INVESCO EMPLOYEES |
6.1 | General principles |
In addition to the specific prohibitions on certain personal securities transactions as set forth herein, and in line with the requirements of the Fraud Policy, all employees are prohibited from:
6.1.1 | Employing any device, scheme or artifice to defraud any prospect or client; |
6.1.2 | Making any untrue statement of a material fact or omitting to state to a client or a prospective client, a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading; |
6.1.3 | Engaging in any act, practice or course of business which operates or would operate as a fraud or deceit upon any prospect or client; |
6.1.4 | Engaging in any manipulative practice with respect to any prospect or client; or |
6.1.5 | Revealing to any other person (except in the normal course of his or her duties on behalf of a client) any information regarding securities transactions by any client or the consideration of any client or Invesco of any securities transactions. |
7 | REPORTS |
7.1 | In order to implement the general principles, restrictions and prohibitions contained in this Code, each Employee is required to provide the following reports: |
7.2 | Initial Certification and Schedules . This Code forms part of an employee s contract of employment and any breach may be grounds for disciplinary action up to and including summary dismissal. |
7.2.1 | On commencing employment at Invesco, each new employee shall receive a copy of the Code via electronic means and will be expected to confirm that they understand and accept this Code within their first month of employment. |
7.2.2 | New employees are also required, within the first month of employment, to provide the following to the Compliance Department: |
(i) | A list of all Covered Accounts and |
(ii) | Details of any directorships (or similar positions) of for-profit, non- profit and other enterprises. |
7.3 | Confirmations |
7.3.1 | Each employee shall cause to be provided to the Compliance Department where an outside broker undertakes the transaction duplicate copies of confirmations of all transactions in each Covered Account. This must be done within 14 days of the transaction. |
7.4 | Annual Certification |
Annual acceptance of the Code is normally submitted electronically and requires the employee to provide an up-to-date list of:
i) | all Covered Accounts and any other transactions not included in the monthly statements; and |
ii) | directorships (or similar positions) of for-profit, non-profit and other enterprises. |
iii) | trades undertaken for which contract notes/confirmations have not been provided to the Compliance Department; |
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iv) | potential conflicts of interest identified which have not yet been reported to the Compliance Department; |
v) | potential Treating Customers Fairly issues identified which have not yet been reported to the Compliance Department. |
7.4.1 | A schedule listing directorships (or similar positions) of for-profit, non-profit and other enterprises; |
7.4.2 | With respect to Discretionary Accounts, if any, certifications that such employee does not discuss any investment decisions with the person making investment decisions; and |
7.4.3 | With respect to any non-public security owned by such employee, a statement indicating whether the issuer has changed its name or publicly issued securities during such calendar year. |
7.5 | Exempt Investments |
Confirmations and periodic reports need not be provided with respect to Exempt Investments, (see 3.2).
7.6 | Disclaimer of Beneficial Ownership |
Any report required under this Code may contain a statement that such report is not to be construed as an admission by the person making the report that he or she has any direct and indirect beneficial ownership of the security to which the report relates.
7.7 | Annual Review |
The Director of European Compliance in consultation with the local Compliance Officers will review the Code as necessary, in light of legal and business developments and experience in implementing the Code, and will prepare a report to the relevant management committee that:
7.7.1 | summarizes existing procedures concerning personal investing and any changes in the procedures made during the past year, |
7.7.2 | identifies any violations requiring significant remedial action during the past year, and |
7.7.3 | identifies any recommended changes in existing restrictions or procedures based on the experience under the Code, evolving industry practices, or developments in applicable laws or regulations. |
8 | TRAINING REQUIREMENTS |
In order to make sure that every employee is fully aware of the current rules and guidelines as well as changes in the local regulatory environment, he has to participate in Compliance and Anti Money Laundering training at least once a year. Several of these training events will be provided in the local offices by the Compliance Officer and the AML Officer.
9 | MISCELLANEOUS |
9.1 | Interpretation |
The provisions of this Code will be interpreted by the local Compliance Officer, as applicable. Questions of interpretation should be directed in the first instance to the local Compliance Officer or his/her designee or, if necessary, with the Compliance Officer of another Invesco entity. The interpretation of the local Compliance Officer is final.
9.2 | Sanctions |
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If advised of a violation of this Code by an employee, the local Chief Executive Officer (or, in the case of the local Head of Office, the local Board of Directors) may impose such sanctions as are deemed appropriate. Any violations of this Code and sanctions therefore will be reported to the local Board of Directors at least annually.
9.3 | Effective Date |
This revised Code shall become effective as of 1 April 2013 .
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Specific Provisions for employees of Invesco Real Estate GmbH and employees associated with
Real Estate transactions undertaken by Invesco:
10 | Guidelines for Compliance in Real Estate Investments |
11.1 | The purpose of this section is to ensure all personal real estate transactions of employees are conducted |
| to place the interests of Invescos clients first, |
| to avoid any actual, potential or appearance of a conflict of interest, |
| to avoid any abuse of an employees position of trust and responsibility and |
| to avoid the possibility that employees would take inappropriate advantage of their positions. |
11.2 | The requirements in these sections are an addition to rather than a substitute of all other requirements made in the Code of Ethics. |
Restrictions
Any employee who:
| knowingly invests in real estate or recommends investments in real estate while in possession of material, non-public information, |
| informs somebody (outside of Invesco or the client) about a real estate investment or about a client using information he has received through his employment with Invesco |
may be subject to civil and criminal penalties, as well as to immediate suspension and/or dismissal from Invesco.
These restrictions also apply to investments undertaken by third parties on the employees account or by the employee for another person.
Definition
Material information is any information about a real estate investment which, if disclosed, is likely to affect the market price of a real estate investment. Examples of information which should be presumed to be material are matters such as income from property, pollution of the premises, earnings estimates of a real estate project development plans or changes of such estimates, or forthcoming transformation of land into building land prior to public planning.
Non-public information is information that is not provided by publicly available sources. Information about a real estate investment is considered to be non-public if it is received under circumstances which indicate that such information may be attributable, directly or indirectly, to any party involved in the real estate project or its insiders, or that the recipient knows to have been furnished by someone in breach of a fiduciary duty. An example of non-public information related to real estate investments is the desire or need of a client to sell a real estate investment.
In particular, the following activities must not be entered into without carefully ensuring that there are no implications of insider trading and no appearance of a conflict of interest:
1. | Personally investing in real estate for a client when another client or a business partner of Invesco is involved in setting up and selling the investment. I.e. as an intermediary or a financier. |
2. | Entering into a private real estate transaction when any cost or fees brought forth by it are other than at arms length. |
3. | Taking personal advantage of any economic opportunity properly belonging to an Invesco Client or to Invesco itself. |
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4. | Investing in real estate for a client where Invesco has access to information which may be price sensitive. |
5. | Manipulation of the market through the release of information to regular market users which is false or misleading about a company or a real estate investment. |
6. | Release of any information (except in the normal course of his or her duties as an employee of Invesco) about a clients considerations of a real estate investment. |
7. | Personally engaging in real estate investments and thereby using information received through the employment with Invesco. |
Personal Investing Activities, Pre-Clearance and Pre-Notification
Prior to engaging in any private real estate transaction the employee must fully disclose the transaction to the local compliance officer along with details of any non-public information held by the employee. Further detail may be requested by Compliance including an independent valuation or confirmation of purchase price.
It will only be permitted if it is not contrary to the interests of Invesco or the clients of Invesco. In the event that such an engagement was entered into before the employee has joined Invesco and it is a commercial investment (not inhabited by the employee or family members), it must be disclosed upon employment.
Disclosure of the transaction is also required if the employee acts as an authorised agent or if the transaction is undertaken by a third party for the account of the employee.
Compliance will without delay inform the employee about the decision. If the permission for a particular investment is given, a time limit of one year applies to the actual engagement in this specific investment.
Exemptions
If investment discretion for an investment has been delegated in writing to an independent fiduciary and such investment discretion is not shared with the employee, or decisions for the account are made by a family member or significant other and not by, or in connection with, the employee.
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APPENDIX A
Page 1 of 2
Procedures to deal for Invesco Europe
1 | The procedures to deal are as follows: |
A: | Obtain the Pre-Clearance Trade Authorisation Form from the forms section of the Compliance Intranet site. |
B: | Complete Trade Authorisation Form noting: |
i) | permission sought to either buy or sell; |
ii) | the amount in shares or currency; |
iii) | is the transaction an Invesco ICVC/ISA/GPR or affiliated scheme yes or no if yes, then you will have to submit your pre-clearance form to *UK- Compliance Personal Share Dealing e-mail group if no, then pre- clearance is not required; |
iv) | type of security; |
v) | name of company or other; |
vi) | date of request to deal; |
vii) | name of beneficial owner; and viii) address of beneficial owner. |
Then complete each of the questions in connection with the transaction you require completed yes or no answers will be required.
C: | For Venture Capital Trust ordinary securities or for Invesco ICVC/ISA/GPR Trades, you should now only complete section Two. Once you have answered both questions, the pre-clearance form must be submitted to the e-mail *UK-Compliance Personal Share Dealing - Compliance will review the prospective transaction and revert to you by e-mail. Once you have received this confirmation e-mail you are free to deal. However, the trade must be completed by the end of the next business day from the date of confirmation. If dealing is not completed in this time frame, then additional pre-clearance MUST be sought via the same process. |
D: | If you wish to sell/buy Invesco shares you should complete Section two as noted above. |
E: | For Equity, Bond or Warrant deals, you should now only complete section Three. Once you have answered these questions, the pre-clearance form must be submitted to the e-mail *UK- Compliance Personal Share Dealing - Compliance will review the prospective transaction and revert to you by e-mail. Once you have received this confirmation e-mail you are free to deal. However, the trade must be completed by the end of the next business day from the date of confirmation. If dealing is not completed in this time frame, then additional pre-clearance MUST be sought via the same process. |
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APPENDIX A
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NB | Permission to deal will not be granted retrospectively. Deals undertaken without permission will be brought to the Compliance Officers attention, by a review of the personal share dealing register, for discussion with the person concerned. |
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APPENDIX B
DEFINITIONS
1. | Advisory Client means any client (including both investment companies and managed accounts) for which Invesco serves as an investment adviser, renders investment advice, or makes investment decisions. |
2 | Beneficial Interest means the opportunity to share, directly or indirectly, in any profit or loss on a transaction in Securities, including but not limited to all joint accounts, partnerships and trusts. |
3 | Covered Accounts means: |
3.1 | any account/securities held by you, or your family, while an employee; |
3.2 | accounts/securities held by you for the benefit of your spouse, significant other, or any children or relatives who share your home; |
3.3 | accounts/securities for which you have or share, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise: |
(i) | voting power (which includes power to vote, or to direct the voting of, a security), or |
(ii) | investment power (which includes the power to dispose, or to direct the disposition) of a security; or |
3.4 | accounts/securities held by any other person to whose support you materially contribute or in which, by reason of any agreement or arrangement, you have or share benefits substantially equivalent to ownership, including, for example: |
(i) | arrangements such as Investment Clubs (which may be informal) under which you have agreed to share the profits from an investment, and |
(ii) | accounts maintained or administered by you for a relative (such as children or parents) who do not share your home. |
3.5 | Families include husbands and wives, civil partner, significant other, sons and daughters and other immediate family only where any of those persons take part in discussion or passing on of investment information. |
4. | Employee means a person who has a contract of employment with, or employed by, Invesco UK or any associated Invesco Company within Europe; including consultants, contractors or temporary employees. |
5. | Equivalent Security means any Security issued by the same entity as the issuer of a security, including options, rights, warrants, preferred stock, restricted stock, bonds and other obligations of that company. |
6. | Fund means an investment company for which Invesco serves as an adviser or subadviser. |
7. | High quality short-term debt instruments means any instrument having a maturity at issuance of less than 366 days and which is treated in one of the highest two rating categories by a Nationally Recognised Statistical Rating Organisation, or which is unrated but is of comparable quality. |
8. | Independent Fund Director means an independent director of an investment company advised by Invesco. |
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9. | Initial Public Offering means any security which is being offered for the first time on a Recognised Stock Exchange. |
10. | Open-Ended Collective Investment Scheme means any Open-ended Investment Company, US Mutual Fund, UK ICVC or Irish Unit Trust, Luxembourg SICAV, French SICAV or Bermuda Fund. |
11. | Securities Transaction means a purchase of or sale of Securities. |
12. | Security includes stock, notes, bonds, debentures and other evidences of indebtedness (including loan participations and assignments), limited partnership interests, investment contracts, and all derivative instruments, such as options and warrants. |
13. | UK ICVC and affiliate schemes defined as all UK domiciled Invesco ICVCs, all Invesco Continental European domestic ranges and all Invesco Ireland and Luxembourg SICAVs and Unit Trusts. |
14. | Main Index defined as a member of the FTSE 100 or equivalent. The equivalency will be determined by the Local Compliance Officer on a case by case basis. |
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APPENDIX C
Personal Account Dealing Guidance
Investment / transaction type |
60 day holding period * |
Pre- Clearance |
Post- event Reporting |
Exempt |
Not Allowed |
|||||
ANY deliberate transactions (buys or sells) in investments of any type including: Equities, Options, Fixed Income, Venture Capital Funds, IVZ shares**, ETFs etc. | x | x | ||||||||
IVZ funds/products including ETFs* | x | x | ||||||||
Privately issued investment securities/hedge funds | x | x | ||||||||
Non-Executive Directors: Personal Investment Transactions in IVZ Ltd. shares & products. | x | x | ||||||||
Government and local authority debt (non-OECD country) | x | x | ||||||||
Non-Executive Directors: Personal Investment Transactions in non- IVZ shares & funds | x | x | ||||||||
Undirected/Automatic transactions or movements | x | x | ||||||||
Non-IVZ Collective Investment Schemes (excluding ETFs) | x | |||||||||
OECD debt (e.g. US treasury bills) | x | |||||||||
Financial Spread betting *** | x | |||||||||
Initial Public Offerings*** | x | |||||||||
Futures/Short Sales | x |
Note: in all cases, unless exempt, contract notes confirming the trades must be provided to the Compliance Department within 14 days of the trade. Pre-trade approval is valid until close of business the following day.
* | An exemption might be granted but if so, profits cannot be retained |
** | May be subject to a close period |
*** | Apply for an exemption within the pre-trade authorisation process |
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Invesco Ltd. Code of Conduct
A. | Introduction |
Our companys Mission Helping Investors Worldwide Build Their Financial Security is a logical starting point for our Code of Conduct. To help guide us in achieving our Mission, Invesco has developed the following set of Principles:
| We are passionate about our clients success |
| We earn trust by acting with integrity |
| People are the foundation of our success |
| Working together, we achieve more |
| We believe in the continuous pursuit of performance excellence |
This Code of Conduct (Code of Conduct or Code) has been created to assist us in accomplishing our Mission. It contains a number of policies and standards which, when taken together, are designed to help define the essence of the conduct of an Invesco representative. These policies and standards are also intended to provide guidance to Invesco personnel in fulfilling their obligations to comply with applicable laws, rules and regulations (applicable laws). This Code of Conduct applies to all officers and other employees of Invesco and its subsidiaries (collectively, Covered Persons).
Our Principles also help define the Invesco culture. In practice, this means that our clients interests must always come first, that Covered Persons should treat each other with respect and consideration, and that Invesco should participate as a responsible corporate citizen in every community in which it operates. This commitment is a vital part of our achieving our principal responsibility as a publicly-held company: producing a fair return on our shareholders capital.
This Code of Conduct contains broad and general principles that supplement the specific policies, procedures and training within each business unit of Invesco.
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B. | Statement of General Principles |
Invesco operates in a highly-regulated and complex environment. There are numerous layers of overlapping, and occasionally conflicting, laws, customs and local practices. This Code of Conduct was designed to provide all of us who are part of Invesco with a clear statement of our firms ethical and cultural standards.
Generally, we serve our clients as fiduciaries. Fiduciary businesses are generally held to a higher standard of conduct than other businesses, and as such there are special obligations that apply. The following key duties and principles govern our conduct as fiduciaries:
| Best interests of clients - As fiduciaries, we have a duty to act with reasonable care, skill and caution in the best interests of our clients, and to avoid conflicts of interest. |
| Global fiduciary standards - Invesco seeks to maintain the same high fiduciary standards throughout the world, even though those standards may not be legally required, or even recognized, in some countries. |
| Client confidentiality - We must maintain the confidentiality of information relating to the client, and comply with the data protection requirements imposed by many jurisdictions. |
| Information - Clients must be provided with timely and accurate information regarding their accounts. |
| Segregation and protection of assets - Processes must be established for the proper maintenance, control and protection of client assets. Fiduciary assets must be segregated from Invesco assets and property. |
| Delegation of duties - Fiduciary duties should be delegated only when the client consents and where permitted by applicable law. Reasonable care, skill and caution must be exercised in the selection of agents and review of their performance. |
| Client guidelines - Invesco is responsible for making investment decisions on behalf of clients that are consistent with the prospectus, contract, or other controlling document relating to the clients account. |
| Relations with regulators - We seek relationships with regulators that are open and responsive in nature. |
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C. | General Conduct |
1. | Fair and Honest Dealing |
Covered Persons shall deal fairly and honestly with Invescos shareholders, customers, suppliers, competitors and employees. Covered Persons shall behave in an ethical manner and shall not take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair dealing practice.
2. | Anti-Discrimination and Harassment |
Invesco is committed to providing a work environment that is free of discrimination and harassment. Such conduct, whether overt or subtle, is demeaning, may be illegal, and undermines the integrity of the employment relationship.
Sexual harassment can include unwelcome sexual advances, requests for sexual favors, pressure to engage in a sexual relationship as a condition of employment or promotion, or conduct which creates a hostile or offensive work environment.
Discrimination can take many forms including actions, words, jokes, or comments based upon an individuals race, citizenship, ethnicity, color, religion, sex, veteran status, national origin, age, disability, sexual orientation, marital status or other legally protected characteristic. Any Covered Person who engages in harassment or discrimination will be subject to disciplinary action, up to and including termination of employment.
3. | Electronic Communications |
The use of electronic mail, the Internet and other technology assets is an important part of our work at Invesco. Used improperly, this technology presents legal and business risks for the company and for individual employees. There are also important privacy issues associated with the use of technology, and related regulations are evolving.
In accordance with Invescos IT Systems: Acceptable Use policies, all Covered Persons are required to use information technology for proper business purposes and in a manner that does not compromise the confidentiality of sensitive or proprietary information. All communications with the public, clients, prospects and fellow employees must be conducted with dignity, integrity, and competence and in an ethical and professional manner.
We must not use information technology to: transmit or store materials which are obscene, pornographic, or otherwise offensive; engage in criminal activity; obtain unauthorized access to data or files; commit copyright violations; install personal software without permission; or make Internet statements, without permission, that suggest that the user is speaking on behalf of Invesco or its affiliates.
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4. | Substance Abuse |
Invesco is committed to providing a safe and healthy work place for all employees. The use, possession, sale, transfer, purchase, or being under the influence of drugs at any time while on company premises or on company business is prohibited. The term drug includes alcoholic beverages (other than in connection with entertainment events, or in other appropriate settings), prescriptions not authorized by your doctor, inhalants, marijuana, cocaine, heroin and other illegal substances.
5. | Political Activities and Lobbying |
Covered Persons, as private citizens, are encouraged to exercise their rights and duties in any political or civic process. For example, voting in elections for which they are eligible, or making contributions supporting candidates or parties of their choice.
Invesco does not make political contributions with corporate funds. No Covered Person may, under any circumstances, use company funds to make political contributions, nor may you represent your personal political views as being those of the company.
In the United States, Invesco does support a Political Action Committee.
D. | Conflicts of Interest |
Invesco and its Covered Persons must adhere to the highest standards of honest and ethical conduct. A conflict of interest exists when a Covered Person acts in a manner that is not in the best interests of Invesco, our clients, or our shareholders. Often, this is because the Covered Person or someone with whom they have a close personal relationship (e.g. a relative or friend) will benefit personally.
All Covered Persons must act in a manner that is in the best interests of Invesco, our clients, and our shareholders and must avoid any situation that gives rise to an actual or apparent conflict of interest. At no time may a Covered Person use Invesco property, information, or their position to profit personally or to assist others in profiting at the expense of the company, to compete with Invesco, or to take advantage of opportunities that are discovered in the course of serving Invesco.
All Covered Persons shall promptly communicate to the applicable member of the Legal and Compliance Department any material transaction, relationship, or situation that reasonably could be expected to give rise to a conflict of interest so that the company and the Covered Person may take steps to minimize the conflict.
While not all-inclusive, the following sections describe in more detail key areas where real or perceived conflicts of interest can arise.
1. | Outside Activities and Compensation |
No Covered Person shall perform work or render services for any competitor of Invesco or for any organization with which Invesco does business, or which seeks to do
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business with Invesco, outside of the normal course of his or her employment with Invesco, without the prior written approval of the company. Nor shall any such person be a director, officer, or consultant of such an organization, or permit his or her name to be used in any fashion that would tend to indicate a business connection with such organization, without such approval. Outside organizations can include public or private corporations, partnerships, charitable foundations and other not-for-profit institutions. With the above approval, Covered Persons may receive compensation for such activities.
Service with organizations outside of Invesco can, however, raise serious regulatory issues, including conflicts of interest and access to material non-public information.
As an outside board member or officer, a Covered Person may come into possession of material non-public information about the outside company or other public companies. It is critical that a proper information barrier be in place between Invesco and the outside organization, and that the Covered Person does not communicate such information to other Covered Persons in violation of the information barrier.
Similarly, Invesco may have a business relationship with the outside organization or may seek a relationship in the future. In those circumstances, the Covered Person must not be involved in any way in the business relationship between Invesco and the outside organization.
Invesco retains the right to prohibit membership by Covered Persons on any board of directors/trustees or as an officer of an outside organization where such membership might conflict with the best interests of the company. Approval will be granted on a case-by-case basis, subject to proper resolution of potential conflicts of interest. Outside activities will be approved only if these issues can be satisfactorily resolved.
2. | Personal Trading |
Purchasing and selling securities in a Covered Persons own account, or accounts over which the Covered Person has access or control, particularly in securities owned by client accounts, can give rise to potential conflicts of interest. As fiduciaries, we are held to the highest standards of conduct. Improperly gaining advance knowledge of portfolio transactions, or conducting securities transactions based upon information obtained at Invesco, can be a violation of those standards.
Every Covered Person must also comply with the specific personal trading rules in effect for the Covered Persons business unit.
3. | Information Barriers and Material Non-Public Information |
In the conduct of our business, Covered Persons may come into possession of material non-public information. This information could concern an issuer, a client, a portfolio, the market for a particular security, or Invesco itself. The Board of Directors of the company has adopted an Insider Trading Policy (Insider Trading Policy) which applies to all Covered Persons. The Insider Trading Policy prohibits all Covered Persons from
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using such information in ways that violate the law, including for personal gain. Non-public information must be kept confidential, which may include keeping it confidential from other Covered Persons. The purchase or sale of Invescos securities or the securities of other publicly-traded companies while aware of material nonpublic information about such company, or the disclosure of material nonpublic information to others who then trade in such companys securities, is prohibited by this Code of Conduct and by United States and other jurisdictions securities laws.
With regard to Invesco securities, the Insider Trading Policy, among other provisions, prohibits directors, officers, and other Covered Persons who are deemed to have access to material, non-public information relating to the company from trading during specified Blackout Periods (as defined therein). All Covered Persons should review the Invesco Insider Trading Policy carefully and follow the policies and procedures described therein. The failure of a Covered Person to comply with the companys Insider Trading Policy may subject him or her to company-imposed sanctions, up to and including termination for cause, whether or not the failure to comply results in a violation of law. Please contact an appropriate member of the Legal and Compliance Department on any questions regarding this subject and the companys Insider Trading Policy.
4. | Gifts and Relationships with Customers and Suppliers |
Invesco seeks to do business with clients and suppliers on a fair and equitable basis. We may not accept or provide gifts of other than nominal value, or lavish entertainment, or other valuable benefits or special favors to or from customers or suppliers. We must observe any limits imposed by our business units policies, local laws, or regulations with respect to the acceptance or provision of gifts and entertainment.
E. | Compliance with Applicable Laws |
Invesco strives to ensure that all activity by or on behalf of Invesco is in compliance with applicable laws. As Invesco operates in major countries and securities markets throughout the world, we have a duty to comply with applicable laws of the jurisdictions in which we operate. While not exhaustive, this section describes several areas where such legislation may exist.
1. | Anti-Bribery and Dealings with Governmental Officials |
Invesco does not tolerate bribery. We, and those working on Invescos behalf, must not offer, request, receive, give, accept or agree to accept bribes to or from anyone whether in the private or public sector with the intent to induce or reward improper performance of duties.
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Many of the countries in which Invesco conducts its business prohibit the improper influencing of governmental officials or other business persons by the payment, giving or offering of bribes, gifts, political contributions, lavish hospitality or by other means. Our policy requires adherence to those restrictions.
Do not directly or indirectly promise, offer or make payment in money or give an advantage or anything of value to anyone including a government official, agent or employee of a government, political party, labour organization, charity, a business entity or its representatives, a candidate of a political party or their families, with the intent to induce favourable business treatment or improper performance of their business or government decisions and actions.
This policy prohibits actions intended to, for example, improperly:
| influence a specific decision or action or |
| enhance future relationships or |
| maintain existing relationships |
We must not request, accept or agree to accept payments or other advantages that are intended to improperly influence our decisions or actions or additionally, agree to any business relationships that are conditional on such advantages being given or received.
In general, all travel and entertainment that Covered Persons provide to existing or perspective business partners and governmental officials must be pre-approved within the appropriate business unit. If approved, and in the case of situations involving government officials, a written confirmation that such expenses do not violate local law must be obtained from an appropriate third party (e.g., the business units legal counsel or the government officials supervisor).
Covered Persons shall comply with applicable laws governing political campaign finance and lobbying activities and shall not engage in any conduct that is intended to avoid the application of such laws to activities undertaken on Invescos behalf. In addition, appropriate executive officers shall monitor compliance with lobbyist registration and disclosure requirements by all individuals who act on behalf of Invesco.
These prohibitions in this section extend to any consultants or agents we may retain on behalf of Invesco.
Further information can be found in Invescos Global Anti-Bribery policy. Guidance regarding genuine and allowable gifts, benefits and entertainment is set out in the Gifts, Benefits and Entertainment Policy.
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2. | Anti-Money Laundering |
In the global marketplace, the attempted use of financial institutions and instruments to launder money is a significant problem that has resulted in the passage of strict laws in many countries. Money laundering is the attempt to disguise money derived from or intended to finance illegal activity including drug trafficking, terrorism, organized crime, fraud, and many other crimes. Money launderers go to great lengths to hide the sources of their funds. Among the most common stratagems are placing cash in legitimate financial institutions, layering between numerous financial institutions, and integrating the laundered proceeds back into the economy as apparently legitimate funds.
All Covered Persons must be vigilant in the fight against money laundering, and must not allow Invesco to be used for money laundering. Each business unit has developed an anti-money laundering program that is consistent with Invescos policy. Each Covered Person must comply with the applicable program.
3. | A ntitrust |
The laws of many countries are designed to protect consumers from illegal competitive actions such as price fixing and dividing markets. It is Invescos policy and practice to compete based on the merits of our products and services. In order to further that policy, Covered Persons must not fix or control prices with competitors, divide up territories or markets, limit the production or sale of products, boycott certain suppliers or customers, unfairly control or restrict trade in any way, restrict a competitors marketing practices, or disparage a competitor. Covered Persons must never discuss products, pricing or markets with competitors with the intent to fix prices or divide markets.
4. | International Issues |
If you conduct business for Invesco outside of the U.S., in addition to being familiar with the local laws of the other countries involved, be sure you are familiar with the following U.S. laws and regulations. Violations of these laws can result in substantial fines, imprisonment and severe restrictions on the companys ability to do business.
Foreign Corrupt Practices Act
The United States Foreign Corrupt Practices Act (FCPA) and similar laws in many other countries have a variety of provisions that regulate business in other countries and with foreign citizens. In essence, these laws make it a crime to promise or give anything of value to a foreign official or political party in order to obtain or keep business or obtain any improper advantage. It is also illegal to make payments to agents, sales representatives or other third parties if you have reason to believe your gift will be used illegally. Seek advice from the appropriate member of the Legal and Compliance
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Department for interpretation of the FCPA or similar laws if you are involved in any business dealings that involve foreign countries.
Anti-Boycott Laws
From time to time, various countries may impose restrictions upon the ability of businesses in their jurisdiction to engage in commerce with designated individuals, countries or companies. These laws are commonly referred to as boycotts or trade embargoes. It may be against the law to cooperate in any boycotts between foreign countries not sanctioned by the laws of the place where your office is located. All requests for boycott support or boycott-related information must be reported to your supervisor and the member of the Legal and Compliance Department with responsibility for your office.
Similarly, many countries contribute the names of criminal or terrorist organizations or individuals to a common database and require financial institutions to screen customer lists against the database as part of their Know Your Customer obligations. We must be aware of, and where appropriate, adhere to any such restrictions.
Embargo Sanctions
The United States Treasury Departments Office of Foreign Assets Control prohibits U.S. companies and their foreign subsidiaries from doing business with certain countries and agencies and certain individuals. The laws of other countries may have similar types of prohibitions. The regulations vary depending on the country and the type of transaction and often change as countries foreign policies change. If you are aware of any sensitive political issues with a country in which Invesco is doing or considering doing business, seek advice from the appropriate member of the Legal and Compliance Department.
F. | Information Management |
1. | Confidential Information |
Confidential information includes all non-public information that might be of use to competitors, or harmful to the company or its customers, if disclosed. All information (in any form, including electronic information) that is created or used in support of company business activities is the property of Invesco. This company information is a valuable asset and Covered Persons are expected to protect it from unauthorized disclosure. This includes Invesco customer, supplier, business partner, and employee data. United States (federal and state) and other jurisdictions laws may restrict the use of such information and impose penalties for impermissible use or disclosure.
Covered Persons must maintain the confidentiality of information entrusted to them by the company or its customers, vendors or consultants except when disclosure is properly authorized by the company or legally mandated. Covered Persons shall take
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all reasonable efforts to safeguard such confidential information that is in their possession against inadvertent disclosure and shall comply with any non-disclosure obligations imposed on Invesco in its agreements with third parties.
Information pertaining to Invescos competitive position or business strategies, and information relating to negotiations with Covered Persons or third parties, should be protected and shared only with Covered Persons having a need to know such information in order to perform their job responsibilities.
2. | Data Privacy |
Data privacy, as it relates both to our clients and our employees, has become a major political and legal issue in many jurisdictions in which we do business. A variety of laws in each of those jurisdictions governs the collection, storage, dissemination, transfer, use, access to and confidentiality of personal information and patient health information. These laws can work to limit transfers of such data across borders and even among affiliated entities within Invesco. Invesco and its Covered Persons will comply with all provisions of these laws that relate to its business, including the privacy, security and electronic transmission of financial, health and other personal information. The company expects its Covered Persons to keep all such data confidential and to protect, use and disclose information in the conduct of our business only in compliance with these laws. The company will consider and may release personal information to third parties to comply with law or to protect the rights, property or safety of Invesco and its customers. In accordance with Invesco policies, each business unit has developed required disclosures and data security procedures applicable to that business unit. All Covered Persons must comply with the applicable procedures.
With respect to Invesco Covered Persons, all salary, benefit, medical and other personal information relating to Covered Persons shall generally be treated as confidential. Personnel files, payroll information, disciplinary matters, and similar information are to be maintained in a manner designed to protect confidentiality in accordance with applicable laws. All Covered Persons shall exercise due care to prevent the release or sharing of such information beyond those persons who may need such information to fulfill their job functions. Notwithstanding the foregoing, all personnel information belongs solely to Invesco and may be reviewed or used by the company as needed to conduct its business.
G. | Protecting Invescos Assets |
All Covered Persons shall strive to preserve and protect the companys assets and resources and to promote their efficient use. The standards set forth below are intended to guide Covered Persons by articulating Invescos expectations as they relate to activities or behaviors that may affect the companys assets.
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1. | Personal Use of Corporate Assets |
Theft, carelessness and waste have a direct impact on Invescos profitability. Covered Persons are not to convert assets of the company to personal use. Company property should be used for the companys legitimate business purposes and the business of the company shall be conducted in a manner designed to further Invescos interest rather than the personal interest of an individual Covered Person. Covered Persons are prohibited from the unauthorized use or taking of Invescos equipment, supplies, materials or services. Prior to engaging in any activity on company time which will result in remuneration to the Covered Person or the use of Invescos equipment, supplies, materials or services for personal or non-work related purposes, officers and other Covered Persons shall obtain the approval of the supervisor of the appropriate business unit.
2. | Use of Company Software |
Covered Persons use software programs for word processing, spreadsheets, data management, and many other applications. Software products purchased by the company are covered by some form of licensing agreement that describes the terms, conditions and allowed uses. It is the companys policy to respect copyright laws and observe the terms and conditions of any license agreements. Copyright laws in the United States and other countries impose civil and criminal penalties for illegal reproductions and use of licensed software. You must be aware of the restrictions on the use of software and abide by those restrictions. Invesco business equipment may not be used to reproduce commercial software. In addition, you may not use personal software on company equipment without prior written approval.
3. | Computer Resources/E-mail |
The companys computer resources, which include the electronic messaging systems (e-mail, SMS, etc.), belong to Invesco and not to the Covered Person. They are not intended to be used for amusement, solicitation, or other non-business purposes. While it is recognized that Covered Persons will occasionally use the system for personal communications, it is expected that such uses will be kept to a minimum and that Covered Persons will be responsible and professional in their use of these functions. The use of the computer systems to make or forward derogatory or offensive remarks about other people or groups is prohibited. E-mail/Text messages should be treated as any other written business communication.
4. | Invesco Intellectual Property |
Covered Persons must carefully maintain and manage the intellectual property rights of Invesco, including patents, trademarks, copyrights and trade secrets, to preserve and protect their value. Information, ideas and intellectual property assets of Invesco are important to the companys success.
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Invescos name, logo, trademarks, inventions, processes and innovations are intellectual property assets and their protection is vital to the success of the companys business. The companys and any of its subsidiaries names, logos and other trademarks and service marks are to be used only for authorized company business and never in connection with personal or other activities unless appropriately approved and in accordance with company policy. In addition, our Covered Persons must respect the intellectual property rights of third parties. Violation of these rights can subject both you and the company to substantial liability, including criminal penalties.
Any work product produced in the course of performing your job shall be deemed to be a work made for hire and shall belong to Invesco and is to be used only for the benefit of Invesco. This includes such items as marketing plans, product development plans, computer programs, software, hardware and similar materials. You must share any innovations or inventions you create with your supervisor so that the company can take steps to protect these valuable assets.
5. | Retention of Books and Records |
Invesco corporate records are important assets. Corporate records include essentially everything you produce as a Covered Person, regardless of its format. A corporate record may be in the form of paper, computer tapes, microfilm, e-mail, or voice mail. It may be something as obvious as a memorandum or a contract or something not as obvious, such as a desk calendar, an appointment book, or an expense record.
Invesco is required by law to maintain certain types of corporate records, usually for a specified period of time. Failure to retain such documents for such minimum periods could subject Invesco to penalties and fines, cause the loss of rights, obstruct justice, place Invesco in contempt of court, or place Invesco at a serious disadvantage in litigation. However, storage of voluminous records over time is costly. Therefore, Invesco has established controls to assure retention for required periods and timely destruction of retrievable records, such as paper copies and records on computers, electronic systems, microfiche, and microfilm. Even if a document is retained for the legally required period, liability could still result if a document is destroyed before its scheduled destruction date.
Invesco and its affiliates are subject to the regulatory requirements of numerous countries and regulatory agencies. Virtually all of them have specific requirements concerning the creation, maintenance and storage of business records. Invesco expects all Covered Persons to become familiar with and fully comply with the records retention/destruction schedule for the departments and office locations for which they work. If you believe documents should be retained beyond the applicable retention period, consult with the Legal and Compliance Department.
6. | Sales and Marketing Materials |
Invesco is committed to building sustained, open, and honest relationships with our customers, and to complying with all relevant regulatory requirements. This requires
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that all marketing and sales-related materials be prepared under standards approved by the Legal and Compliance Department and, prior to use, reviewed and approved by the appropriate supervisor within a business unit. Covered materials include but are not limited to, requests for proposals, client presentations, performance summaries, advertisements, published market commentaries, brochures and web site content.
H. | Disclosure of Invesco Information |
1. | Integrity and Accuracy of Financial Records |
The preparation and maintenance of accurate books, records and accounts is required by law and essential to the proper discharge of financial, legal and reporting obligations. All Covered Persons are prohibited from directly or indirectly falsifying or causing to be false or misleading any financial or accounting book, record or account. In addition, all financial data must be completely and accurately recorded in compliance with applicable law and Invescos accounting policies and procedures. A Covered Person may violate this section by acting or by failing to act when he or she becomes aware of a violation or potential violation of this section.
2. | Disclosure in Reports and Documents |
Filings and Public Materials . As a public company, it is important that the companys filings with the SEC and other U.S. federal, state, domestic and international regulatory agencies are full, fair, accurate, timely and understandable. The company also makes many other filings with the SEC and other U.S. and international regulatory agencies on behalf of the funds that its subsidiaries and affiliates manage. Further, the company prepares mutual fund account statements, client investment performance information, prospectuses and advertising materials that are sent out to its mutual fund shareholders and clients.
Disclosure and Reporting Policy . The companys policy is to comply with all applicable disclosure, financial reporting and accounting regulations applicable to the company. The company maintains the highest commitment to its disclosure and reporting requirements, and expects and requires all Covered Persons to record information accurately and truthfully in the books and records of the company.
Information for Filings . Depending on his or her position with the company, a Covered Person may be called upon to provide necessary information to assure that the companys public reports and regulatory filings are full, fair, accurate, timely and understandable. The company expects all Covered Persons to be diligent in providing accurate information to the inquiries that are made related to the companys public disclosure requirements.
Disclosure Controls and Procedures and Internal Control Over Financial Reporting . Covered Persons are required to cooperate and comply with the companys disclosure controls and procedures and internal controls over financial reporting so that the companys reports and documents filed with the SEC and other U.S. federal, state,
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domestic and international regulatory agencies comply in all material respects with applicable laws and provide full, fair, accurate, timely and understandable disclosure.
3. | Improper Influence on the Conduct of Audits |
Every Covered Person must deal fairly and honestly with outside accountants performing audits, reviews or examinations of Invescos and its subsidiaries financial statements. To that end, no Covered Person of Invesco may make or cause to be made a materially false or misleading statement (or omit facts necessary to make the statements made not misleading) in connection with an audit, review or examination of financial statements by independent accountants or the preparation of any document or report required to be filed with a governmental or regulatory authority. Covered Persons of Invesco also are prohibited from coercing, manipulating, misleading or fraudulently inducing any independent public or certified public accountant engaged in the performance or review of financial statements that are required to be filed with a governmental or regulatory authority if he or she knows or should have known that his or her actions could result in making those financial statements materially misleading.
4. | Standards for Invescos Financial Officers |
Invescos Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer (the Financial Officers) are required to take all reasonable steps to provide full, fair, accurate, timely and understandable disclosures in the reports and documents that Invesco files with or submits to the SEC and other regulatory bodies and in other public communications made by Invesco. In the event that a Financial Officer learns that any such report, document or communication does not meet this standard and such deviation is material, then the Financial Officers are required to review and investigate such deviation, advise the Board of Directors or the Audit Committee of the Board of Directors regarding the deviation and, where necessary, revise the relevant report, document or communication.
Although a particular accounting treatment for one or more of Invescos operations may be permitted under applicable accounting standards, the Financial Officers may not authorize or permit the use of such an accounting treatment if the effect is to distort or conceal Invescos true financial condition. The accounting standards and treatments utilized by Invesco must, in all instances, be determined on an objective and uniform basis and without reference to a single transaction or series of transactions and their impact on Invescos financial results for a particular time period. Any new or novel accounting treatment or standard that is to be utilized in the preparation of Invescos financial statements must be discussed with Invescos Audit Committee and its independent auditors.
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5. | Communications with the Media, Analysts and Shareholders |
Invesco has a long-standing policy of co-operating with the news media and the financial community. This policy is intended to enhance respect for the company, provide accurate information, and achieve our business goals.
Invesco employs media relations professionals who are responsible for handling all contacts with the news media. Invescos Communications and Public Affairs Department is responsible for formulating and directing our media relations policy worldwide. Other Invesco employees may not speak to or disseminate information to the news media unless such contact has been requested and arranged by or coordinated with an Invesco media relations professional in accordance with the companys media relations policy. Any contact from the news media should be referred promptly and without comment to an Invesco media relations professional. If you do not know the appropriate media relations professional for your unit, you can refer the contact to the Invesco Communications and Public Affairs Department.
Many countries have detailed rules with regard to the dissemination of information about public companies. In particular, a public company must have procedures for controlling the release of information that may have a material impact on its share price. The Chief Executive Officer and the Chief Financial Officer are responsible for Invescos relationships with the financial community, including the release of price sensitive information. Other Invesco employees may not speak to or disseminate information regarding the company to the financial community (including analysts, investors, shareholders, Company lenders, and rating agencies) unless such contact has been requested and arranged by the Chief Executive Officer, the Chief Financial Officer or the Investor Relations Group within the Finance Department
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I. | Compliance with the Code of Conduct |
1. | Your Responsibilities |
One persons misconduct can damage our entire companys hard-earned reputation and compromise the publics trust in the company. Every Covered Person should therefore be familiar with this Code and abide strictly by its provisions.
2. | Reporting Violations of the Code |
As part of being accountable to each other and Invesco, all Covered Persons are required to report possible violations of the Invesco Code of Conduct, laws or regulations. Such violations can include, but are not limited to:
| Violations of any laws or regulations generally involving Invesco; |
| Questionable accounting matters, internal accounting controls, auditing matters, breaches of fiduciary duty or violations of United States or foreign securities laws or rules (collectively, Accounting Matters) including, but not limited to: |
| fraud or deliberate error in the preparation, evaluation, review or audit of any financial statement of Invesco; |
| fraud or deliberate error in the recording and maintaining of financial records of Invesco; |
| deficiencies in or non-compliance with Invescos internal accounting controls; |
| misrepresentation or false statements to or by a senior officer or accountant regarding a matter contained in the financial records, financial reports or audit reports of Invesco; |
| deviation from full and fair reporting of Invescos financial condition; or |
| fraudulent or criminal activities engaged in by officers, directors or employees of Invesco; |
You may report your concerns in any of three ways:
Contact your supervisor
We encourage you to first contact your immediate supervisor or another appropriate person in your own management chain of any concerns raised.
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Contact the Legal, Compliance, Internal Audit or Human Resources Departments
If you prefer not to discuss a concern with your own supervisor or others in your own management chain, you may instead contact the Legal, Compliance, Internal Audit or Human Resources Departments directly. The individual you report the matter to would be responsible for working with you to determine the details of your concern as well as following Invescos reporting and escalation processes in order to address the matter.
Call our Compliance Reporting Line
If raising a concern in the first two methods make you uncomfortable for any reason, or if you and/or the individual you have reported your concern do not feel Invescos established reporting and escalation channels would effectively address, or is not effectively addressing, the matter you have raised, you may also report your concerns confidentially and anonymously by calling the Invesco Compliance Reporting Hotline. If you are calling from a U.S. or Canadian location, dial 1-855-234-9780 . For calls from all other locations, Use the following link to identify a toll-free number for your country:
Link to International Toll-Free Numbers
You may also report your concern by visiting the Invesco Compliance Reporting Hotline Website at www.invesco.ethicspoint.com .
The Compliance Reporting Hotline is administered by an outside vendor and is available 24 hours a day, seven days a week. For more information on the Compliance Reporting Hotline, please click here: Compliance Reporting Hotline .
Complaints relating to Accounting Matters will be reviewed pursuant to the Audit Committees policy and procedures and under its direction and oversight by such persons as the Audit Committee determines to be appropriate. All other matters will be reviewed under the direction and oversight of the appropriate departments within Invesco, usually also including the Legal and Compliance Department. Prompt and appropriate corrective action will be taken when and as warranted in the judgment of the Audit Committee or other reviewing department.
Invesco will not permit retaliation, retribution, harassment, or intimidation of any employee who in good faith reports a possible violation. Along with the three reporting methods described above, this also includes, but is not limited to an employee who discloses information to a government or law enforcement agency, or any other national, state or provincial securities regulatory authority where the employee has reasonable cause to believe that the information discloses a violation or possible violation of federal or state law or regulation.
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However, employees who file reports or provide evidence which they know to be false or without a reasonable belief in the truth and accuracy of such information may be subject to disciplinary action, including termination of their employment.
3. | Failure to Comply |
It is your responsibility at all times to comply with the law and behave in an ethical manner. Failure to obey laws and regulations violates this Code and may expose both you and the company to criminal or civil sanctions. Invesco will investigate reported violations of the Code and, if violations are found, may take disciplinary action, if appropriate, against the individuals involved up to and including termination. Invesco may also seek civil remedies from you and even refer criminal misconduct to law enforcement agencies, and may make reports, if appropriate, to regulatory authorities. Nothing in this Code restricts the company from taking any disciplinary action on any matters pertaining to the conduct of a Covered Person, whether or not expressly set forth in the Code.
4. | Annual Certification |
As Covered Persons, each of us is obligated to read and understand this Code of Conduct and our relevant business units policies and procedures. All Covered Persons are expected to abide by both the letter and spirit of the Code and will certify their adherence on an annual basis.
5. | Other Requirements |
This Code cannot anticipate every possible situation or cover every topic in detail. The company has established special policies to address specific subjects and will update this Code and those specific policies from time-to-time. Covered Persons are also expected to perform their work with honesty and integrity in any areas not specifically addressed by the Code. If you are unclear about a situation, please speak with your supervisor or an appropriate member of the Legal and Compliance Department before taking action.
6. | Waivers of the Code |
In certain limited situations, Invesco may waive the application of a provision of the Code to employees or Executive Officers (as defined in Rule 3b-7 under the Securities Exchange Act of 1934, Executive Officers). For the purposes of the Code, the term waiver shall mean a material departure from a provision of the Code.
For all employees, including Executive Officers, any requests for waivers must be made to the Legal and Compliance Department. For waiver requests not involving an Executive Officer, the Legal and Compliance Department shall forward the request to the General Counsel of the business unit for consideration.
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For waiver requests involving an Executive Officer, the Legal and Compliance Department will forward the request to the Invesco Board of Directors or a committee thereof for consideration. Only the Board of Directors or one of its committees may approve a waiver for an Executive Officer. Any such waiver granted to an Executive Officer shall be promptly disclosed to shareholders within four (4) business days as required by SEC rules and the corporate governance listing standards of the New York Stock Exchange and other applicable laws.
Criteria for a Waiver:
Any employee or Executive Officer requesting a waiver of the Code must demonstrate that such a waiver:
| is necessary to alleviate undue hardship or in view of unforeseen circumstances or is otherwise appropriate under all the relevant facts and circumstances; |
| will not be inconsistent with the purposes and objectives of the Code; |
| will not adversely affect the interests of clients of the company or the interests of the company; and |
| will not result in a transaction or conduct that would violate provisions of applicable laws or regulations. |
7. | Use and Disclosure |
This Code is intended solely for the internal use by the company and does not constitute an admission, by or on behalf of the company, as to any fact, circumstance, or legal conclusion. To the extent required by law, the company shall publicly (e. g. , in its Annual Report on Form 10-K and/or on its website) disclose this Code of Conduct and its application to all of the companys Covered Persons.
8. | Amendments |
This Code may only be amended by Invescos Board of Directors or a duly authorized committee thereof. To the extent required by law, amendments to the Code of Conduct shall be disclosed publicly. As set forth in the companys filings with the SEC, the company has elected to disclose certain amendments to the Code that affect, and any waivers of the Code granted to, Financial Officers on the companys Web site.
Revised: October 2012
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Invesco Senior Secured Management, Inc.
Policies and Procedures
Code of Ethics Policy
Policy Owner: | Compliance, Management | |
Policy Approver: | Compliance | |
Version: | 1.14 | |
Last Review Date: | March 4, 2014 | |
Next Review Date: | March 4, 2015 | |
Review Frequency: | Annual and as needed | |
Applicable Authority: | Rule 204A-1 of the Investment Advisers Act of 1940 | |
Policy Cross References: |
Invesco Ltd. Code of Conduct, Invesco Insider Trading Policies; Invesco Advisers, Inc. Code of Ethics, Invesco Advisers, Inc. Political Contributions Policy; ISSM Advertising and Marketing Policy, Information Wall and Material Non-Public Information Policy, Political Contributions Policy, and Gifts and Entertainment Policy |
Overview
In our efforts to ensure that Invesco Senior Secured Management, Inc. (ISSM) develops and maintains a reputation for integrity and high ethical standards, it is essential not only that ISSM and its employees comply with relevant federal and state securities laws, but also that we maintain high standards of personal and professional conduct. The ISSM Code of Ethics (the Code) is designed to help ensure that we conduct our business consistent with these high standards.
The policies and procedures set forth in the Code apply to all employees of the firm. Failure to comply with the Code may result in disciplinary action, including termination of employment.
ISSM holds to the following principles:
| We are fiduciaries. Our duty is at all times to place the interests of our Clients first. |
| All personal securities transactions will be conducted in such a manner as to be consistent with the Code and to avoid any actual or potential conflict of interest or any abuse of an employees position of trust and responsibility. |
| No employee should take inappropriate advantage of their position. |
| The fiduciary principle that information concerning the identity of security holdings and financial circumstances of any Client is confidential. |
This policy is the property of Invesco Senior Secured Management, Inc. and may not be provided to any external party without express prior consent from Compliance or Legal. |
1
Standards of Business Conduct
In adherence to Invescos Code of Conduct, all Invesco employees must comply with all applicable federal and state securities laws. Employees are not permitted, in connection with the purchase or sale, directly or indirectly, of a security held or to be acquired by a Client:
| To defraud such Client in any manner; |
| To engage in any act, practice or course of conduct which operates or would operate as a fraud or deceit upon such a Client; |
| To engage in any manipulative practice with respect to such Client; or |
| To engage in any manipulative practice with respect to securities, including price manipulation. |
Conflicts of Interest
As a fiduciary, ISSM has an affirmative duty of care, loyalty, honesty, and good faith to act in the best interests of its Clients. Compliance with this duty can be achieved by avoiding conflicts of interest and by fully disclosing all material facts concerning any conflict that does arise with respect to any Client. Employees should try to avoid any situation that has even the appearance of conflict or impropriety.
Personal Securities Transactions
All access persons are required to comply with Invescos policies and procedures regarding personal securities transactions. Information concerning the identity of security holdings and all material nonpublic information related to the holdings of Clients is confidential. Employees are prohibited from disclosing to persons outside the firm any material nonpublic information about any Client, the investments made by the firm on behalf of Clients, and information regarding the firms trading strategies, except as required to effectuate securities transactions on behalf of a client or for other legitimate business purposes.
Refer to ISSMs Information Wall and Material Non-Public Information Policy and Invesco Advisers, Inc.s Code of Ethics for specific requirements.
Gifts and Entertainment
A conflict of interest occurs when the personal interests of employees interfere or could potentially interfere with their responsibilities to the firm and its clients. The overriding principle is that supervised persons should not accept inappropriate gifts, favors,
This policy is the property of Invesco Senior Secured Management, Inc. and must not be provided to any external party without express prior consent from Compliance or Legal. |
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entertainment, special accommodations, or other things of material value that could influence their decision-making or make them feel beholden to a person or firm. Similarly, supervised persons should not offer gifts, favors, entertainment or other things of value that could be viewed as overly generous or aimed at influencing decision-making or making a client feel beholden to the firm or the supervised person.
Refer to the ISSM Gifts and Entertainment Policy for more detailed guidelines.
Political Contributions
ISSM recognizes that various laws and regulations impact the ability of ISSM and its employees to make political contributions in certain circumstances. ISSM seeks to comply with the prohibitions of Rule 206(4)-5 under the Advisers Act (the SEC Pay to Play Rule). ISSM also seeks to comply with all other laws that may restrict or prohibit ISSM or its employees from making certain political contributions.
Refer to the Invesco Advisers, Inc. Political Contributions Policy for more detailed guidelines.
Board of Directors
Because of the high potential for conflicts of interest and insider trading problems, investment personnel may not serve on the boards of directors of any public companies without previous approval from the Houston Code of Ethics Compliance team. If the outside business activity is approved, the employee must recuse himself or herself from making Client investment decisions concerning the particular company or issuer as appropriate, provided that this recusal requirement shall not apply with respect to certain employees that serve on corporate boards as a result of, or in connection with, Client investments made in those companies.
Marketing and Promotional Activities
All oral and written statements, including those made to clients, prospective clients, their representatives, or the media must be professional, accurate, balanced, and not misleading in any way. Any promotional materials must be pre-approved.
Refer to the ISSM Advertising and Marketing Policy for specific guidelines.
This policy is the property of Invesco Senior Secured Management, Inc. and must not be provided to any external party without express prior consent from Compliance or Legal. |
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Other Outside Activities
Employees are prohibited from engaging in outside business or investment activities that may interfere with their duties with the firm. Outside business affiliations, including directorships of private companies, consulting engagements, or public/charitable positions must be approved in writing by the Chief Compliance Officer (CCO).
Fiduciary Appointments
Approval must be obtained from the CCO before accepting an executorships, trusteeship, or power of attorney, other than with respect to a family member. Fiduciary appointments on behalf of family members must be disclosed at the inception of the relationship.
Disclosure
Employees should disclose any personal interest that might present a conflict of interest or harm the reputation of the firm.
Reporting Violations
ISSM appointed Lisa L. Gray as its CCO. All references to the CCO in this policy or other ISSM policies refer to Lisa L. Gray. All employees are required to report any material violation of the firms Code promptly to the CCO.
Confidentiality
All reports of potential Code breaches will be treated confidentially to the extent permitted by law and investigated promptly and appropriately. Reports may not be submitted anonymously.
Sanctions
Any violations of this ISSM and the broader Invesco Code of Ethics will result in disciplinary action that a designated person deems appropriate, including but not limited to, a warning, fines, disgorgement, suspension, demotion, or termination of employment. In addition to sanctions, violations may result in referral to civil or criminal authorities where appropriate.
This policy is the property of Invesco Senior Secured Management, Inc. and must not be provided to any external party without express prior consent from Compliance or Legal. |
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Definitions
Access Person - an access person is any one that may have access to client information.
Supervised Person - includes directors, officers, and partners of the firm, employees of the firm, and any other person who provides advice on behalf of the adviser and is subject to the advisers supervision and control.
Covered Securities - Any stock, bond, future, investment contract or any other instrument that is considered a security under the Investment Advisers Act. Covered securities do not include:
| Direct obligations of the US Government (e.g., treasury securities); |
| Bankers acceptances, bank certificates of deposit, commercial paper, and high quality short-term debt obligations, including repurchase agreements; |
| Shares issued by money market funds; |
| Shares of open-end mutual funds that are not advised or sub-advised by Invesco Ltd. or any of its affiliates; |
| Shares issued by unit investment trusts. |
This policy is the property of Invesco Senior Secured Management, Inc. and must not be provided to any external party without express prior consent from Compliance or Legal. |
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Invesco Advisers, Inc.
CODE OF ETHICS
January 1, 2014
Code of Ethics | 1 |
TABLE OF CONTENTS
Section |
Item |
Page | ||||||||||||||
I. | Introduction | 3 | ||||||||||||||
II. | Statement of Fiduciary Principles | 3 | ||||||||||||||
III. | Compliance with Laws, Rules and Regulations; Reporting of Violations | 4 | ||||||||||||||
IV. | Limits on Personal Investing | 4 | ||||||||||||||
A. Personal Investing | 4 | |||||||||||||||
1 | Pre-clearance of Personal Securities Transactions | 4 | ||||||||||||||
| Blackout Period | 5 | ||||||||||||||
| Investment Personnel | 5 | ||||||||||||||
| De Minimis Exemptions | 6 | ||||||||||||||
2 | Prohibition of Short-Term Trading Profits | 6 | ||||||||||||||
3 | Initial Public Offerings | 7 | ||||||||||||||
4 | Prohibition of Short Sales by Investment Personnel | 7 | ||||||||||||||
5 | Restricted List Securities | 7 | ||||||||||||||
6 | Other Criteria Considered in Pre-clearance | 7 | ||||||||||||||
7 | Brokerage Accounts | 7 | ||||||||||||||
8 | Reporting Requirements | 8 | ||||||||||||||
a. | Initial Holdings Reports | 8 | ||||||||||||||
b. | Quarterly Transactions Reports | 8 | ||||||||||||||
c. | Annual Holdings Reports | 9 | ||||||||||||||
d. | Discretionary Managed Accounts | 9 | ||||||||||||||
e. | Certification of Compliance | 10 | ||||||||||||||
9 | Private Securities Transactions | 10 | ||||||||||||||
10 | Limited Investment Opportunity | 10 | ||||||||||||||
11 | Excessive Short-Term Trading in Funds | 10 | ||||||||||||||
B. Invesco Ltd. Securities | 10 | |||||||||||||||
C. Limitations on Other Personal Activities | 11 | |||||||||||||||
1 | Outside Business Activities | 11 | ||||||||||||||
2 | Gifts and Entertainment Policy | 11 | ||||||||||||||
| Entertainment | 11 | ||||||||||||||
| Gifts | 11 | ||||||||||||||
3 | U.S. Department of Labor Reporting | 12 | ||||||||||||||
D. Parallel Investing Permitted | 12 | |||||||||||||||
V. | Reporting of Potential Compliance Issues | 13 | ||||||||||||||
VI. | Administration of the Code | 13 | ||||||||||||||
VII. | Sanctions | 13 | ||||||||||||||
VIII. | Exceptions to the Code | 13 | ||||||||||||||
IX. | Definitions | 14 | ||||||||||||||
X. | Invesco Ltd. Policies and Procedures | 16 | ||||||||||||||
X1. | Code of Ethics Contacts | 16 |
Code of Ethics | 2 |
Invesco Advisers, Inc.
CODE OF ETHICS
(Originally adopted February 29, 2008; Amended effective January 1, 2014)
I. Introduction
Invesco Advisers, Inc. has a fiduciary relationship with respect to each portfolio under management. The interests of Clients and of the shareholders of investment company Clients take precedence over the personal interests of Covered Persons (defined below). Capitalized terms used herein and not otherwise defined are defined at the end of this document.
This Code of Ethics (the Code) applies to Invesco Advisers, Inc., Invesco Advisers, Incs. affiliated Broker-dealers (Invesco Distributors, Inc. and Invesco Capital Markets, Inc.), all Invesco Affiliated Mutual Funds, and all Covered Persons. Covered Persons include:
| any director, officer, full or part time Employee of Invesco Advisers, Inc. or any full or part time Employee of any Invesco Advisers, Inc.s affiliates that, in connection with his or her regular functions or duties, makes, participates in, or obtains any information concerning any Clients purchase or sale of Covered Securities or who is involved in making or obtains information concerning investment recommendations with respect to such purchase or sales of Covered Securities; or who has access to non-public information concerning any Clients purchase or sale of Covered Securities, access to non-public securities recommendations or access to non-public information concerning portfolio holdings of any portfolio advised or sub-advised by Invesco Advisers, Inc.; |
| all Employees of Invesco Ltd. located in the United States who are not covered by the Code of Ethics of a registered investment advisory affiliate of Invesco Ltd.; and |
| any other persons falling within the definitions of Access Person or Advisory Person under Rule 17j-1 of the Investment Company Act of 1940 , as amended (the Investment Company Act) or Rule 204A-1 under the Investment Advisers Act of 1940, as amended (the Advisers Act) and such other persons that may be deemed to be Covered Persons by Compliance. |
Invesco has created a separate Code of Ethics for Trustees of the funds. Independent Trustees are not Covered Persons under the Invesco Advisers, Inc. Code of Ethics. Trustees who are not Independent Trustees and are not Employees of Invesco, must report their securities holdings, transactions, and accounts as required in section 8 of this Code by providing duplicate statements for all Covered Accounts.
II. Statement of Fiduciary Principles
The following fiduciary principles govern Covered Persons.
| the interests of Clients and shareholders of investment company Clients must be placed first at all times and Covered Persons must not take inappropriate advantage of their positions; and |
| all personal securities transactions must be conducted consistent with this Code and in a manner to avoid any abuse of an individuals position of trust and responsibility. |
Code of Ethics | 3 |
| This Code is our effort to address conflicts of interest that may arise in the ordinary course of our business and does not attempt to identify all possible conflicts of interest or to ensure literal compliance with each of its specific provisions. This Code does not necessarily shield Covered Persons from liability for personal trading or other conduct that violates a fiduciary duty to Clients and shareholders of investment company Clients. |
III. Compliance with Laws, Rules and Regulations; Reporting of Violations
All Covered Persons are required to comply with applicable state and federal securities laws, rules and regulations and this Code. Covered Persons shall promptly report any violations of laws or regulations or any provision of this Code of which they become aware to Invesco Advisers, Inc.s Chief Compliance Officer or his/her designee. Additional methods of reporting potential violations or compliance issues are described in Section V of this Code under Reporting of Potential Compliance Issues.
IV. Limits on Personal Investing
A. Personal Investing
1. Pre-clearance of Personal Security Transactions . All Covered Persons must pre-clear with Compliance using the automated review system all personal security transactions involving Covered Securities for which they have a Beneficial Interest. A Covered Person may be considered to have Beneficial Ownership in securities held by members of his or her immediate family sharing the same household (i.e., a spouse and children) or by certain partnerships, trusts, corporations, or other arrangements.
Additionally, all Covered Persons must pre-clear personal securities transactions involving Covered Securities over which they have discretion. For example, if a Covered Person is directing the transactions for a friend or family member (regardless of whether they share the same household) all transactions in Covered Securities must be pre-cleared.
Covered Securities include, but are not limited to, all investments that can be traded by an Invesco Advisers, Inc. entity for its Clients, including stocks, bonds, municipal bonds, exchange-traded funds (ETFs), closed-end mutual funds, and any of their derivatives such as options. All Invesco Affiliated Mutual Funds (including both open-end and closed-end funds) and Invesco PowerShares ETFs are considered Covered Securities. Although Affiliated Mutual Funds are considered Covered Securities, those that are held by Employees at the Affiliated Mutual Funds transfer agent or in the Invesco Ltd. 401(k) or Money Purchase plans (excluding the Personal Choice Retirement Account (PCRA)) do not need to be pre-cleared through the automated review system because compliance monitoring for these plans is done through a separate process. All closed-end funds and ETFs, Invesco branded or otherwise, are Covered Securities.
Code of Ethics | 4 |
All transactions in Invesco Ltd. securities, including the Invesco Ltd. stock fund held in the Invesco 401(k) and Money Purchase plan, must be pre-cleared. Please refer to section IV.B for additional guidelines on Invesco Ltd. securities. Any transaction in a previous employers company stock that is obtained through an employee benefit plan or company stock fund held in an external retirement plan requires pre-clearance.
Affiliated Mutual Funds that are held in external brokerage accounts or in the PCRA must be pre-cleared through the automated review system.
Covered Securities do not include shares of money market funds, U.S. government securities, certificates of deposit or shares of open-end mutual funds not advised by Invesco Advisers, Inc. Unit investment trusts, including those advised by Invesco Advisers, Inc., are not Covered Securities (Please refer to the Definitions section of this Code for more information on the term, Covered Security.)
If you are unclear about whether a proposed transaction involves a Covered Security, contact Compliance via email at CodeofEthics(North America)@invesco.com or by phone at 1-877-331-CODE [1-877-331-2633] prior to executing the transaction.
Any approval granted to a Covered Person to execute a personal security transaction is valid for that business day only, except that if approval is granted after the close of the trading day such approval is good through the next trading day . If a Covered Person does not execute the proposed securities transaction prior to closing of the market immediately following the approval, the Covered Person must resubmit the request on another day for approval.
Compliance will consider the following factors, among others, in determining whether or not pre-clearance approval will be provided. Please note that you must obtain pre-clearance even if you believe your transactions request satisfies the criteria below. The automated review system will review personal trade requests from Covered Persons based on the following considerations:
Blackout Period. Invesco Advisers, Inc. does not permit Covered Persons to trade in a Covered Security if there is conflicting activity in an Invesco Client account.
| Non-Investment Personnel. |
| may not buy or sell a Covered Security within two trading days before or after a Client trades in that security. |
| may not buy or sell a Covered Security if there is a Client order on that security currently with the trading desk. |
| Investment Personnel. |
| may not buy or sell a Covered Security within three trading days before or after a Client trades in that security. |
| may not buy or sell a Covered Security if there is a Client order on that security currently with the trading desk. |
Code of Ethics | 5 |
De Minimis Exemptions. Compliance will apply the following de minimis exemptions in granting pre-clearance when a Client has recently traded or is trading in a security involved in a Covered Persons proposed personal securities transaction:
| Equity de minimis exemptions. |
| If a Covered Person does not have knowledge of trading activity in a particular equity security, he or she may execute up to 500 shares of such security in a rolling 30-day period provided the issuer of such security is included in the Russell 1000 Index. |
| If a Covered Person does not have knowledge of trading activity in a particular equity security, he or she may execute up to 500 shares of such security in a rolling 30 day period provided that there is no conflicting client activity in that security during the blackout period or on the trading desk that exceeds 500 shares per trading day. |
| Fixed income de minimis exemption. If a Covered Person does not have knowledge of trading activity in a particular fixed income security he or she may execute up to $100,000 of par value of such security in a rolling 30-day period. |
The automated review system will confirm that there is no activity currently on the trading desk on the security involved in the proposed personal securities transaction and will verify that there have been no Client transactions for the requested security within the last two trading days for all Covered Persons except Investment Personnel for whom the blackout period is the last three trading days. For Investments, Portfolio Administration and IT personnel, Compliance will also check the trading activity of affiliates with respect to which such personnel have access to transactional information to verify that there have been no Client transactions in the requested security during the blackout period. Compliance will notify the Covered Person of the approval or denial of the proposed personal securities transaction. Any approval granted to a Covered Person to execute a personal security transaction is valid for that business day only, except that if approval is granted after the close of the trading day such approval is good through the next trading day. If a Covered Person does not execute the proposed securities transaction prior to closing of the market immediately following the approval, the Covered Person must resubmit the request on another day for approval.
Any failure to pre-clear transactions is a violation of the Code and will be subject to the following potential sanctions:
| A Letter of Education will be provided to any Covered Person whose failure to pre-clear is considered immaterial or inadvertent. |
| Deliberate failures to pre-clear transactions, as well as repeat and/or material violations, may result in in-person training, probation, withdrawal of personal trading privileges or employment termination, depending on the nature and severity of the violations. |
2. Prohibition of Short-Term Trading Profits . Covered Persons are prohibited from engaging in the purchase and sale, or short sale and cover of the same Covered Security within 60 days at a profit. If a Covered Person trades a Covered Security within the 60 day time frame, any profit from the trade will be disgorged to a charity of Invesco Advisers, Inc.s choice and a letter of education may be issued to the Covered Person.
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3. Initial Public Offerings . Covered Persons are prohibited from acquiring any security in an equity Initial Public Offering. Exceptions will only be granted in unusual circumstances and must be recommended by Compliance and approved by the Chief Compliance Officer or General Counsel (or designee) and the Chief Investment Officer (or designee) of the Covered Persons business unit.
4. Prohibition of Short Sales by Investment Personnel . Investment Personnel are prohibited from effecting short sales of Covered Securities in their personal accounts if a Client of Invesco Advisers, Inc. for whose account they have investment management responsibility has a long position in those Covered Securities.
5. Restricted List Securities . Employees requesting pre-clearance to buy or sell a security on the Restricted List may be restricted from executing the trade because of potential conflicts of interest.
6. Other Criteria Considered in Pre-clearance . In spite of adhering to the requirements specified throughout this section, Compliance, in keeping with the general principles and objectives of the Code, may refuse to grant pre-clearance of a Personal Securities Transaction in its sole discretion without being required to specify any reason for the refusal.
7. Brokerage Accounts .
a. Covered Persons may only maintain brokerage accounts with:
| full service broker-dealers, |
| discount broker-dealers. discount broker-dealer accounts are accounts in which all trading is completed online. These accounts must be held with firms that provide electronic feeds of confirmations directly to Compliance, |
| Invesco Advisers, Incs. -affiliated Broker-dealers (Invesco Distributors, Inc. and Invesco Capital Markets, Inc.) |
b. Brokerage account requirements for Affiliated Mutual Funds. Covered Persons may own shares of Affiliated Mutual Funds that are held at a broker-dealer that is not affiliated with Invesco Advisers, Inc. only if the broker-dealer provides an electronic feed of all transactions and statements to Invesco Advisers, Inc.s Compliance Department. All Covered Persons must arrange for their broker-dealers to forward to Compliance on a timely basis duplicate confirmations of all personal securities transactions and copies of periodic statements for all brokerage accounts, in an electronic format if they include holdings in Affiliated Mutual Funds and preferably in an electronic format for holdings other than Affiliated Mutual Funds.
c. Requirement to move accounts that do not meet Compliance requirement: Every person who becomes a Covered Person under this Code must move all of his or her brokerage accounts that do not comply with the above provision of the Code within thirty (30) days from the date the Covered Person becomes subject to this Code.
Code of Ethics | 7 |
d. Firms that provide electronic feeds to Invescos Compliance Department:
Please refer to the following link in the Invescos intranet site for a list of broker-dealers that currently provide electronic transaction and statement feeds to Invesco Advisers, Inc.:
http://sharepoint/sites/Compliance-COE-
NA/Training/Documents/Approved%20Discount%20Broker%20List.pdf
8. Reporting Requirements .
a. Initial Holdings Reports. Within 10 calendar days of becoming a Covered Person, each Covered Person must complete an Initial Holdings Report by inputting into the automated pre-clearance system, Star Compliance, the following information (the information must be current within 45 days of the date the person becomes a Covered Person):
| A list of all security holdings, including the name, number of shares (for equities) and the principal amount (for debt securities) in which the person has direct or indirect Beneficial Interest. A Covered Person may have a Beneficial Interest in securities held by members of their immediate family sharing the same household (i.e., a spouse and children) or by certain partnerships, trusts, corporations, or other arrangements. |
| The security identifier (CUSIP, symbol, etc.); |
| The name of any broker-dealer or bank with which the person maintains an account in which any securities are held for the direct or indirect benefit of the person; and |
| The date that the report is submitted by the Covered Person |
b. Quarterly Transactions Reports. All Covered Persons must report, no later than 30 days after the end of each calendar quarter, the following information for all transactions in a Covered Security in which a Covered Person has a direct or indirect Beneficial Interest:
| The date of all transactions in that quarter, the security name, the number of shares (for equity securities); or the interest rate and maturity date (if applicable) and the principal amount (for debt securities) for each Covered Security; |
| The nature of the transaction (buy, sell, etc.); |
| The security identifier (CUSIP, symbol, etc.); |
| The price of the Covered Security at which the transaction was executed; |
| The name of the broker-dealer or bank executing the transaction; and |
| The date that the report is submitted to Compliance. |
Code of Ethics | 8 |
All Covered Persons must submit a Quarterly Transaction Report regardless of whether they executed transactions during the quarter or not. If a Covered Person did not execute transactions subject to reporting requirements during a quarter, the Report must include a representation to that effect. Covered Persons need not include transactions made through an Automatic Investment Plan/Dividend Reinvestment Plan or similar plans and transactions in Covered Securities held in the Invesco 401(k), Invesco Money Purchase Plan (MPP), or accounts held directly with Invesco in the quarterly transaction report.
Additionally, Covered Persons must report information on any new brokerage account established by the Covered Person during the quarter for the direct or indirect benefit of the Covered Person (including Covered Securities held in a 401(k) or other retirement vehicle, including plans sponsored by Invesco Advisers, Inc. or its affiliates). The report shall include:
| The date the account was established; |
| The name of the broker-dealer or bank; and |
| The date that the report is submitted to Compliance. |
Compliance may identify transactions by Covered Persons that technically comply with the Code for review based on any pattern of activity that has an appearance of a conflict of interest.
c. Annual Holdings Reports. All Covered Persons must report annually the following information, which must be current within 45 days of the date the report is submitted to Compliance:
| The security name and the number of shares (for equities) or the interest rate and maturity date (if applicable) and principal amount (for debt securities) for each Covered Security in which the Covered Person has any direct or indirect Beneficial Interest; |
| The security identifier for each Covered Security (CUSIP, symbol, etc.); |
| The name of the broker-dealer or bank with or through which the security is held; and |
| The date that the report is submitted by the Covered Person to Compliance. |
d. Discretionary Managed Accounts. In order to establish a discretionary managed account, you must grant the manager complete investment discretion over your account. Pre-clearance is not required for trades in this account; however, you may not participate, directly or indirectly, in individual investment decisions or be aware of such decisions before transactions are executed. This restriction does not preclude you from establishing investment guidelines for the manager, such as indicating industries in which you desire to invest, the types of securities you want to purchase or your overall investment objectives. However, those guidelines may not be changed so frequently as to give the appearance that you are actually directing account investments. Covered Persons must receive approval from Compliance to establish and maintain such an account and must provide written
Code of Ethics | 9 |
evidence that complete investment discretion over the account has been turned over to a professional money manager or other third party. Covered Persons are not required to pre-clear or list transactions for such managed accounts in the automated review system; however, Covered Persons with these types of accounts must provide an annual certification that they do not exercise direct or indirect Control over the managed accounts.
e. Certification of Compliance. All Covered Persons must certify annually that they have read and understand the Code and recognize that they are subject to the Code. In addition, all Covered Persons must certify annually that they have complied with the requirements of the Code and that they have disclosed or reported all personal securities transactions required to be disclosed or reported under the Code. If material changes are made to the Code during the year, these changes will also be reviewed and approved by Invesco Advisers, Inc. and the relevant fund boards. All Covered Persons must certify within 30 days of the effective date of the amended code that they have read and understand the Code and recognize that they are subject to the Code.
9. Private Securities Transactions . Covered Persons may not engage in a Private Securities Transaction without first (a) giving Compliance a detailed written notification describing the transaction and indicating whether or not they will receive compensation and (b) obtaining prior written permission from Compliance. Investment Personnel who have been approved to acquire securities of an issuer in a Private Securities Transaction must disclose that investment to Compliance and the Chief Investment Officer of the Investment Personnels business unit when they are involved in a Clients subsequent consideration of an investment in the same issuer. The business units decision to purchase such securities on behalf of Client account must be independently reviewed by Investment Personnel with no personal interest in that issuer.
10. Limited Investment Opportunity (e.g. private placements, hedge funds, etc. ). Covered Persons may not engage in a Limited Investment Opportunity without first (a) giving Compliance a detailed written notification describing the transaction and (b) obtaining prior written permission from Compliance.
11. Excessive Short Term Trading in Funds . Employees are prohibited from excessive short term trading of any mutual fund advised or sub-advised by Invesco Advisers, Inc. and are subject to various limitations on the number of transactions as indicated in the respective prospectus and other fund disclosure documents.
B. Invesco Ltd. Securities
1. No Employee may effect short sales of Invesco Ltd. securities.
2. No Employee may engage in transactions in publicly traded options, such as puts, calls and other derivative securities relating to the Invesco Ltds securities, on an exchange or any other organized market.
3. For all Covered Persons, transactions, including transfers by gift, in Invesco Ltd. securities are subject to pre-clearance regardless of the size of the transaction, and are subject to blackout periods established by Invesco Ltd. and holding periods prescribed under the terms of the agreement or program under which the securities were received.
Code of Ethics | 10 |
4. Holdings of Invesco Ltd. securities in Covered Persons accounts are subject to the reporting requirements specified in Section IV. A.8 of this Code.
C. Limitations on Other Personal Activities
1. Outside Business Activities . Employees may not engage in any outside business activity, regardless of whether or not he or she receives compensation, without prior approval from Compliance. Absent prior written approval of Compliance, Employees may not serve as directors, officers, or employees of unaffiliated public or private companies, whether for profit or non-profit. If the outside business activity is approved, the Employee must recuse himself or herself from making Client investment decisions concerning the particular company or issuer as appropriate, provided that this recusal requirement shall not apply with respect to certain Invesco Advisers, Inc.s Employees, who may serve on corporate boards as a result of, or in connection with, Client investments made in those companies. Employees must always comply with all applicable Invesco Ltd. policies and procedures, including those prohibiting the use of material non-public information in Client or employee personal securities transactions.
2. Gift and Entertainment Policy . Employees may not give or accept Gifts or Entertainment that may be considered excessive either in dollar value or frequency to avoid the appearance of any potential conflict of interest. The Invesco Ltd. Gifts and Entertainment Policy includes specific conditions under which employees may accept or give gifts or entertainment. Where there are conflicts between a minimal standard established by a policy of Invesco Ltd. and the standards established by a policy of Invesco Advisers, Inc., including this Code, the latter shall control.
Under no circumstances may an Employee give or accept cash or any possible cash equivalent from a broker or vendor.
An Employee may not provide or receive any Gift or Entertainment that is conditioned upon Invesco Advisers, Inc., its parents or affiliates doing business with the other entity or person involved.
| Entertainment. Employees must report Entertainment to Compliance within thirty (30) calendar days after the receipt or giving by submitting a Gift Report within the automated review system. The requirement to report Entertainment includes dinners or any other event with a Business Partner of Invesco Advisers, Inc. in attendance. |
Employees may not reimburse Business Partners for the cost of tickets that would be considered excessive or for travel related expenses without approval of Compliance.
Examples of Entertainment that may be considered excessive in value include Super Bowls, All-Star games, Kentucky Derby, hunting trips, ski trips, etc. An occasional sporting event, golf outing or concert when accompanied by the Business Partner may not be excessive.
Gifts. Employees are prohibited from accepting or giving the following: single Gifts valued in excess of $100 in any calendar year; or Gifts from one person or firm valued in excess of $100 in the aggregate during a calendar year period.
Code of Ethics | 11 |
Reporting Requirements for Gifts and Entertainment :
| Reporting of Gifts and Entertainment given to an Invesco Employee by a Client or Business Partner. All Gifts and Entertainment received by an Employee must be reported through the automated pre-clearance system within thirty (30) calendar days after the receipt of the Gift or the attendance of the Entertainment event. |
| Reporting of Gifts and Entertainment given by an Invesco Employee to a Client or Business Partner. All Gifts and Entertainment given by an Employee must be reported through the reporting requirements of the Employees business unit. An Employee should contact their manager or Compliance if they are not sure how to report gifts they intend to give or have given to a Client or Business Partner. |
3. U.S. Department of Labor Reporting : Under current U.S. Department of Labor (DOL) Regulations, Invesco Advisers, Inc. is required to disclose to the DOL certain specified financial dealings with a union or officer, agent, shop steward, employee, or other representative of a union (collectively referred to as union officials). Under the Regulations, practically any gift or entertainment furnished by Invesco Advisers, Inc.s Employees to a union or union official is considered a payment reportable to the DOL.
Although the Regulations provide for a de minimis exemption from the reporting requirements for payments made to a union or union official which do not exceed $250 a year, that threshold applies to all of Invesco Advisers, Inc.s Employees in the aggregate with respect to each union or union official. Therefore, it is Invesco Advisers, Inc.s policy to require that ALL gifts or entertainment furnished by an Employee be reported to Invesco Advisers, Inc. using the Invesco Advisers, Inc. Finance Departments expense tracking application, Oracle E-Business Suite or any other application deployed for that purpose which has the capability to capture all the required details of the payment. Such details include the name of the recipient, union affiliation, address, amount of payment, date of payment, purpose and circumstance of payment, including the terms of any oral agreement or understanding pursuant to which the payment was made.
Invesco Advisers, Inc. is obligated to report on an annual basis all payments, subject to the de minimis exemption, to the DOL on Form LM-10 Employer Report.
If you have any question whether a payment to a union or union official is reportable, please contact Compliance. A failure to report a payment required to be disclosed will be considered a material violation of this Code. The DOL also requires all unions and union officials to report payments they receive from entities such as Invesco Advisers, Inc. and their Employees.
D. Parallel Investing Permitted
Subject to the provisions of this Code, Employees may invest in or own the same securities as those acquired or sold by Invesco Advisers, Inc. for its Clients.
Code of Ethics | 12 |
V. Reporting of Potential Compliance Issues
Invesco Advisers, Inc. has created several channels for Employees to raise compliance issues and concerns on a confidential basis. An Employee should first discuss a compliance issue with their supervisor, department head or with Invesco Advisers, Inc.s General Counsel or Chief Compliance Officer. Human Resources matters should be directed to the Human Resources Department, an additional anonymous vehicle for reporting such concerns.
In the event that an Employee does not feel comfortable discussing compliance issues through normal channels, the Employee may anonymously report suspected violations of law or Invesco policy, including this Code, by calling the toll-free Invesco Compliance Reporting Hotline, 1-855-234-9780 which is available to employees of multiple operating units of Invesco Ltd. Employees may also report their concerns by visiting the Invesco Compliance Reporting Hotline website at: www.invesco.ethicspoint.com To ensure your confidentiality, the phone line and website are provided by an independent company and available 24 hours a day, 7 days a week. All submissions to the Compliance Reporting Hotline will be reviewed and handled in a prompt, fair and discreet manner. Employees are encouraged to report these questionable practices so that Invesco has an opportunity to address and resolve these issues before they become more significant regulatory or legal issues.
VI. Administration of the Code of Ethics
Invesco Advisers, Inc. has used reasonable diligence to institute procedures reasonably necessary to prevent violations of this Code.
No less frequently than annually, Invesco Advisers, Inc. will furnish to the funds board a written report that:
| describes significant issues arising under the Code since the last report to the funds board, including information about material violations of the Code and sanctions imposed in response to material violations; and |
| certifies that Invesco Advisers, Inc. has adopted procedures reasonably designed to prevent Covered Persons from violating the Code. |
VII. Sanctions
Compliance will issue a letter of education to the Covered Persons involved in violations of the Code that are determined to be inadvertent or immaterial.
Invesco Advisers, Inc. may impose additional sanctions in the event of repeated violations or violations that are determined to be material or not inadvertent, including disgorgement of profits (or the differential between the purchase or sale price of the personal security transaction and the subsequent purchase or sale price by a relevant Client during the enumerated period), a letter of censure or suspension, or termination of employment.
VIII. Exceptions to the Code
Invesco Advisers, Inc.s Chief Compliance Officer (or designee) may grant an exception to any provision in this Code.
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IX. Definitions
| Affiliated Mutual Funds generally includes all mutual funds advised or sub-advised by Invesco Advisers, Inc. |
| Automatic Investment Plan means a program in which regular purchases or sales are made automatically in or from investment accounts in accordance with a predetermined schedule and allocation, including dividend reinvestment plans. |
| Beneficial Interest has the same meaning as Rule 16a-1(a)(2) under the Securities Exchange Act of 1934, as amended (the 34 Act). To have a beneficial interest, Covered Persons must have a direct or indirect pecuniary interest, which is the opportunity to profit directly or indirectly from a transaction in securities. Thus a Covered Person may have Beneficial Interest in securities held by members of his or her immediate family sharing the same household (i.e. a spouse and children) or by certain partnerships, trusts, corporations, or other arrangements. |
| Client means any account for which Invesco Advisers, Inc. is either the adviser or sub-adviser including Affiliated Mutual Funds. |
| Control has the same meaning as under Section 2(a)(9) of the Investment Company Act. |
| Covered Person means and includes: |
| any director, officer, full or part time Employee of Invesco Advisers, Inc. or any full or part time Employee of any Invesco Advisers, Inc.s affiliates that, in connection with his or her regular functions or duties, makes, participates in, or obtains any information concerning any Clients purchase or sale of Covered Securities or who is involved in making or obtains information concerning investment recommendations with respect to such purchase or sales of Covered Securities; or who has access to non-public information concerning any Clients purchase or sale of Covered Securities, access to non-public securities recommendations or access to non-public information concerning portfolio holdings of any portfolio advised or sub-advised by Invesco Advisers, Inc. |
| all Employees of Invesco Ltd. located in the United States who are not covered by the Code of Ethics of a registered investment advisory affiliate of Invesco Ltd. |
| any other persons falling within the definition of Access Person under Rule 17j-1 of the Investment Company Act of 1940 , as amended (the Investment Company Act) or Rule 204A-1 under the Investment Advisers Act of 1940, as amended (the Advisers Act) and such other persons that may be so deemed to be Covered Persons by Compliance. |
Invesco has created a separate Code of Ethics for Trustees of the funds. Independent Trustees are not Covered Persons under the Invesco Advisers, Inc. Code of Ethics. Trustees who are not Independent Trustees and are not Employees of Invesco, must report their securities holdings, transactions, and accounts as required in section 8 of this Code by providing duplicate statements for all Covered Accounts.
| Covered Security means a security as defined in Section 2(a)(36) of the Investment Company Act except that it does not include the following (Please note: exchange traded funds (ETFs) are considered Covered Securities): |
Code of Ethics | 14 |
| Direct obligations of the Government of the United States or its agencies; |
| Bankers acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements; |
| Any open-end mutual fund not advised or sub-advised by Invesco Advisers, Inc. All Affiliated Mutual Funds shall be considered Covered Securities regardless of whether they are advised or sub-advised by Invesco Advisers, Inc.; |
| Any unit investment trust, including unit investment trusts advised or sub-advised by Invesco Advisers, Inc.; and |
| Invesco Ltd. stock because it is subject to the provisions of Invesco Ltd.s Code of Conduct. Notwithstanding this exception, transactions in Invesco Ltd. securities are subject to all the pre-clearance and reporting requirements outlined in other provisions of this Code and any other corporate guidelines issued by Invesco Ltd. |
| Employee means and includes: |
| Any full or part time Employee of Invesco Advisers, Inc. or any full or part time Employee of any Invesco Advisers, Inc.s affiliates that, in connection with his or her regular functions or duties, makes or participates in, or obtains any information concerning any Clients purchase or sale of Covered Securities or who is involved in making or obtains information concerning investment recommendations with respect to such purchase or sales of Covered Securities; or who has access to non-public information concerning any Clients purchase or sale of Covered Securities, access to non-public securities recommendations or access to non-public information concerning portfolio holdings of any portfolio advised or sub-advised by Invesco Advisers, Inc. |
| All Employees of Invesco Ltd. located in the United States who are not covered by the Code of Ethics of a registered investment advisory affiliate of Invesco Ltd. |
| Any other persons falling within the definitions of Access Person or Advisory Person under Rule 17j-1 of the Investment Company Act or Rule 204A-1 under the Advisers Act and such other persons that may be deemed to be an Employee by Compliance. |
| Gifts, Entertainment and Business Partner have the same meaning as provided in the Invesco Ltd. Gifts and Entertainment Policy. |
| Independent Trustee means a Trustee who is not an interested person within the meaning of Section 2(a)(19) of the Investment Company Act. |
| Initial Public Offering means an offering of securities registered under the Securities Act of 1933, as amended, the issuer of which, immediately before the registration, was not subject to the reporting requirements of Section 13 or 15(d) of the 34 Act. |
Code of Ethics | 15 |
| Invesco Advisers, Inc.s -affiliated Broker-dealer means Invesco Distributors, Inc. or Invesco Capital Markets, Inc. or their successors. |
| Investment Personnel means any full or part time Employee of Invesco Advisers, Inc. or any full or part time Employee of any Invesco Advisers, Inc.s affiliates who, in connection with his or her regular functions or duties, makes or participates in making recommendations regarding the purchase or sale of Covered Securities by Clients or any natural person who Controls a Client or an investment adviser and who obtains information concerning recommendations made to the Client regarding the purchase or sale of securities by the Client as defined in Rule 17j-1. |
| Non-Investment Personnel means any Employee that does not meet the definition of Investment Personnel as listed above. |
| Private Securities Transaction means any securities transaction relating to new offerings of securities which are not registered with the Securities and Exchange Commission, provided however that transactions subject to the notification requirements of Rule 3050 of the Financial Industry Regulatory Authoritys (FINRA) Conduct Rules, transactions among immediate family members (as defined in the interpretation of the FINRA Board of Governors on free-riding and withholding) for which no associated person receives any selling compensation, and personal securities transactions in investment company and variable annuity securities shall be excluded. |
| Restricted List Securities means the list of securities that are provided to Compliance Department by Invesco Ltd. or investment departments, which include those securities that are restricted from purchase or sale by Client or Employee accounts for various reasons (e.g., large concentrated ownership positions that may trigger reporting or other securities regulatory issues, or possession of material, non-public information, or existence of corporate transaction in the issuer involving an Invesco Ltd. unit). |
| Trustee means any member of the Board of Trustees for an open-end or closed-end mutual fund advised or sub-advised by Invesco Advisers, Inc |
X. Invesco Ltd. Policies and Procedures
All Employees are subject to the policies and procedures established by Invesco Ltd., including the Code of Conduct, Insider Trading Policy, Policy Concerning Political Contributions and Charitable Donations, and Gift and Entertainment Policy and must abide by all their requirements, provided that where there is a conflict between a minimal standard established by an Invesco Ltd. policy and the standards established by an Invesco Advisers, Inc. policy, including this Code, the latter shall control.
XI. Code Of Ethics Contacts
| Telephone Hotline: 1-877-331-CODE [2633] |
| E-Mail: CodeofEthics(North America)@invesco.com |
Last Revised: January 1, 2014
Code of Ethics | 16 |
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