As filed with the United States Securities and Exchange Commission on June 5, 2017
1933 Act Registration No. 002-25469
1940 Act Registration No. 811-01424
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM N-1A
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 | ☒ | |||
Pre-Effective Amendment No. | ☐ | |||
Post-Effective Amendment No. 121 | ☒ |
and/or
REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940 | ☒ | |||
Amendment No. 121 | ☒ |
(Check appropriate box or boxes.)
AIM EQUITY FUNDS (INVESCO EQUITY FUNDS)
(Exact Name of Registrant as Specified in Charter)
11 Greenway Plaza, Suite 1000, Houston, TX 77046-1173
(Address of Principal Executive Offices) (Zip Code)
Registrants Telephone Number, including Area Code (713) 626-1919
John M. Zerr, Esquire
11 Greenway Plaza, Suite 1000, Houston, TX 77046-1173
(Name and Address of Agent for Service)
Copy to:
Peter A. Davidson, Esquire Invesco Advisers, Inc. 11 Greenway Plaza, Suite 1000 Houston, TX 77046-1173 |
E. Carolan Berkley, Esquire Stradley Ronon Stevens &Young, LLP 2005 Market Street, Suite 2600 Philadelphia, Pennsylvania 19103-7018 |
Approximate Date of Proposed Public Offering: As soon as practicable after the effective Date of this Amendment.
It is proposed that this filing will become effective (check appropriate box)
☐ | immediately upon filing pursuant to paragraph (b) |
☒ | on June 9, 2017, pursuant to paragraph (b) |
☐ | 60 days after filing pursuant to paragraph (a) |
☐ | on (date) pursuant to paragraph (a) |
☐ | 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 | June 9, 2017 |
■ | is not FDIC insured; |
■ | may lose value; and |
■ | is not guaranteed by a bank. |
Shareholder Fees (fees paid directly from your investment) | |
Class: | T |
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | 2.50% |
|
|
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less) | None |
|
1 | “Other Expenses” are based on estimated amounts for the current fiscal year. |
2 | Invesco Advisers, Inc. (Invesco or the Adviser) has contractually agreed to waive a portion of the Fund's management fee in an amount equal to the net management fee that Invesco earns on the Fund's investments in certain affiliated funds, which will have the effect of reducing the Acquired Fund Fees and Expenses. Unless Invesco continues the fee waiver agreement, it will terminate on June 30, 2018. During its term, the fee waiver agreement cannot be terminated or amended to reduce the advisory fee waiver without approval of the Board of Trustees. |
1 Year | 3 Years | 5 Years | 10 Years | |
Class T | $361 | $599 | $856 | $1,589 |
|
Average Annual Total Returns (for the periods ended December 31, 2016) | |||
1
Year |
5
Years |
10
Years |
|
Class T shares 1 : Inception (6/9/2017) | |||
Return Before Taxes | 7.56% | 9.50% | 5.55% |
Return After Taxes on Distributions | 4.99 | 7.45 | 4.49 |
Return After Taxes on Distributions and Sale of Fund Shares | 6.46 | 7.43 | 4.40 |
|
|||
S&P 500 Index (reflects no deductions for fees, expenses or taxes) | 11.96 | 14.66 | 6.95 |
|
|||
Russell 1000 Index (reflects no deductions for fees, expenses or taxes) | 12.05 | 14.69 | 7.08 |
|
|||
Lipper Large Cap Core Funds Index | 12.28 | 13.55 | 6.24 |
|
1 | Class T shares’ performance shown prior to the inception date is that of Class A shares restated to reflect the sales charge applicable to Class T shares. Class A shares’ performance reflects any applicable fee waivers and/or expense reimbursements. The inception date of the Fund’s Class A shares is November 26, 1968. |
Portfolio Managers | Title | Length of Service on the Fund |
Ronald Sloan | Portfolio Manager (lead) | 2002 |
|
||
Brian Nelson | Portfolio Manager | 2007 |
|
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: | T |
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | 2.50% |
|
|
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less) | None |
|
1 | “Other Expenses” are based on estimated amounts for the current fiscal year. |
2 | Invesco Advisers, Inc. (Invesco or the Adviser) has contractually agreed to waive a portion of the Fund's management fee in an amount equal to the net management fee that Invesco earns on the Fund's investments in certain affiliated funds, which will have the effect of reducing the Acquired Fund Fees and Expenses. Unless Invesco continues the fee waiver agreement, it will terminate on June 30, 2018. During its term, the fee waiver agreement cannot be terminated or amended to reduce the advisory fee waiver without approval of the Board of Trustees. |
1 Year | 3 Years | 5 Years | 10 Years | |
Class T | $332 | $509 | $702 | $1,259 |
|
Average Annual Total Returns (for the periods ended December 31, 2016) | |||
1
Year |
5
Years |
10
Years |
|
Class T shares 1 : Inception (6/9/2017) | |||
Return Before Taxes | 11.48% | 13.94% | 7.17% |
Return After Taxes on Distributions | 10.42 | 12.97 | 6.44 |
Return After Taxes on Distributions and Sale of Fund Shares | 7.35 | 11.12 | 5.74 |
|
|||
S&P 500 Index (reflects no deductions for fees, expenses or taxes) | 11.96 | 14.66 | 6.95 |
|
|||
Russell 1000 Value Index (reflects no deductions for fees, expenses or taxes) | 17.34 | 14.80 | 5.72 |
|
|||
Lipper Large-Cap Value Funds Index | 16.37 | 13.95 | 5.53 |
|
1 | Class T shares’ performance shown prior to the inception date is that of Class A shares restated to reflect the sales charge applicable to Class T shares. Class A shares’ performance reflects any applicable fee waivers and/or expense reimbursements. The inception date of the Fund’s Class A shares is December 31, 2001. |
Portfolio Managers | Title | Length of Service on the Fund |
Meggan Walsh | Portfolio Manager (lead) | 2002 |
|
||
Robert Botard | Portfolio Manager | 2014 |
|
||
Kristina Bradshaw | Portfolio Manager | 2014 |
|
||
Chris McMeans | Portfolio Manager | 2016 |
|
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: | T |
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | 2.50% |
|
|
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less) | None |
|
1 | “Other Expenses” are based on estimated amounts for the current fiscal year. |
1 Year | 3 Years | 5 Years | 10 Years | |
Class T | $354 | $576 | $815 | $1,500 |
|
Average Annual Total Returns (for the periods ended December 31, 2016) | |||
1
Year |
5
Years |
10
Years |
|
Class T shares 1 : Inception (6/9/2017) | |||
Return Before Taxes | -0.35% | 12.91% | 5.85% |
Return After Taxes on Distributions | -1.75 | 11.40 | 4.98 |
Return After Taxes on Distributions and Sale of Fund Shares | 0.98 | 10.26 | 4.63 |
|
|||
S&P 500 Index (reflects no deductions for fees, expenses or taxes) | 11.96 | 14.66 | 6.95 |
|
|||
Russell 1000 Growth Index (reflects no deductions for fees, expenses or taxes) | 7.08 | 14.50 | 8.33 |
|
|||
Lipper Multi-Cap Growth Funds Index | 3.05 | 13.30 | 6.90 |
|
1 | Class T shares’ performance shown prior to the inception date is that of Class A shares restated to reflect the sales charge applicable to Class T shares. Class A shares’ performance reflects any applicable fee waivers and/or expense reimbursements. The inception date of the Fund’s Class A shares is October 31, 2005. |
Portfolio Managers | Title | Length of Service on the Fund |
Erik Voss | Portfolio Manager (lead) | 2012 |
|
||
Ido Cohen | Portfolio Manager | 2013 |
|
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 |
|
■ | Counterparty Risk. Certain derivatives do not trade on an established exchange (referred to as over-the-counter (OTC) derivatives) and are simply financial contracts between the Fund and a counterparty. When the Fund is owed money on an OTC derivative, the Fund is dependent on the counterparty to pay or, in some cases, deliver the underlying asset, unless the Fund can otherwise sell its derivative contract to a third party prior to its expiration. Many counterparties are financial institutions such as banks and broker-dealers and their creditworthiness (and ability to pay or perform) may be negatively impacted by factors affecting financial institutions generally. In addition, in the event that a counterparty becomes bankrupt or insolvent, the Fund’s ability to recover the collateral that the Fund has on deposit with the counterparty could be delayed or impaired. For derivatives traded on a centralized exchange, the Fund generally is dependent upon the solvency of the relevant exchange clearing house (which acts as a guarantor for each contractual obligation under such derivatives) for payment on derivative instruments for which the Fund is owed money. |
■ | Leverage Risk. Many derivatives do not require a payment up front equal to the economic exposure created by owning the derivative, which creates a form of leverage. As a result, an adverse change in the value of the underlying asset could result in the Fund sustaining a loss that is substantially greater than the amount invested in the derivative. Leverage may therefore make the Fund’s returns more volatile and increase the risk of loss. The Fund segregates or earmarks liquid assets with a value at least equal to the amount that the Fund owes the derivative counterparty each day, if any, or otherwise holds instruments that offset the Fund’s daily obligation under the derivatives instrument. This process is sometimes referred to as “cover.” The amount of liquid assets needed as cover will fluctuate over time as the value of the derivative instrument rises and falls. If the value of the Fund’s derivative positions or the value of the assets used as cover unexpectedly decreases, the Fund may be forced to segregate additional liquid assets as cover or sell assets at a disadvantageous time or price to meet its derivative obligations or to meet redemption requests, which could affect management of the Fund and the Fund’s returns. In certain market conditions, losses on derivative instruments can grow larger while the value of the Fund’s other assets fall, resulting in the Fund’s derivative positions becoming a larger percentage of the Fund’s investments. |
■ | Liquidity Risk. There is a smaller pool of buyers and sellers for certain derivatives, particularly OTC derivatives, than more traditional investments such as stocks. These buyers and sellers are often financial institutions that may be unable or unwilling to buy or sell derivatives during times of financial or market stress. Derivative instruments may therefore be less liquid than more traditional investments and the Fund may be unable to sell or exit its derivative positions at a desirable time or price. This risk may be more acute under adverse market conditions, during which the Fund may be most in need of liquidating its derivative positions. To the extent that the Fund is unable to exit a derivative position because of market illiquidity, the Fund may not be able to prevent further losses of value in its derivatives holdings and the liquidity of the Fund and its ability to meet redemption requests may be impaired to the extent that a substantial portion of the Fund’s otherwise liquid assets must be used as margin or cover. Another consequence of illiquidity is that the Fund may be required to hold a derivative instrument to maturity and take or make delivery of the underlying asset that the Adviser would otherwise have attempted to avoid. |
■ | Other Risks. Compared to other types of investments, derivatives may be harder to value and may also be less tax efficient, as described under the “Taxes” section of the prospectus. In addition, changes in government regulation of derivative instruments could affect the character, timing and amount of the Fund’s taxable income or gains, and may limit or prevent the Fund from using certain types of derivative instruments as a part of its investment strategy, which could make the investment strategy more costly to implement or require the Fund to change its investment strategy. To the extent that the Fund uses derivatives for hedging or to gain or limit exposure to a particular market or market segment, there may be imperfect correlation between the value of the derivative instrument and the value of the instrument being hedged or the relevant market or market segment, in which case the Fund may not realize the intended benefits. There is also the risk that during adverse market conditions, an instrument which would usually operate as a hedge provides no hedging benefits at all. The Fund’s use of derivatives may be limited by the requirements for taxation of the Fund as a regulated investment company. |
■ | Ronald Sloan, (lead manager), Portfolio Manager, who has been responsible for the Fund since 2002 and has been associated with Invesco and/or its affiliates since 1998. |
■ | Brian Nelson, Portfolio Manager, who has been responsible for the Fund since 2007 and has been associated with Invesco and/or its affiliates since 2004. |
■ | Meggan Walsh, (lead manager), Portfolio Manager, who has been responsible for the Fund since 2002 and has been associated with Invesco and/or its affiliates since 1991. |
■ | Robert Botard, Portfolio Manager, who has been responsible for the Fund since 2014 and has been associated with Invesco and/or its affiliates since 1993. |
■ | Kristina Bradshaw, Portfolio Manager, who has been responsible for the Fund since 2014 and has been associated with Invesco and/or its affiliates since 2006. |
■ | Chris McMeans, Portfolio Manager, who has been responsible for the Fund since 2016 and has been associated with Invesco and/or its affiliates since 2008. |
■ | Erik Voss, (lead manager), Portfolio Manager, who has been responsible for the Fund since 2012 and has been associated with Invesco and/or its affiliates since 2010. |
■ | Ido Cohen, Portfolio Manager, who has been responsible for the Fund since 2013 and has been associated with Invesco and/or its affiliates since 2010. |
Net
asset
value, beginning of period |
Net
investment income (loss) (a) |
Net
gains
(losses) on securities (both realized and unrealized) |
Total
from
investment operations |
Dividends
from net investment income |
Distributions
from net realized gains |
Total
distributions |
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 (loss) to average net assets |
Portfolio
turnover (c) |
|
Class A | ||||||||||||||
Year ended 10/31/16 | $20.30 | $ 0.16 | $ 0.34 | $ 0.50 | $(0.21) | $(2.28) | $(2.49) | $18.31 | 3.54% | $3,467,887 | 1.11% (d) | 1.12% (d) | 0.88% (d) | 28% |
Year ended 10/31/15 | 23.28 | 0.19 | (0.74) | (0.55) | (0.13) | (2.30) | (2.43) | 20.30 | (2.53) | 3,869,488 | 1.07 | 1.08 | 0.89 | 47 |
Year ended 10/31/14 | 22.22 | 0.12 | 2.09 | 2.21 | (0.20) | (0.95) | (1.15) | 23.28 | 10.48 | 4,517,960 | 1.05 | 1.07 | 0.53 | 23 |
Year ended 10/31/13 | 17.73 | 0.19 | 4.49 | 4.68 | (0.19) | — | (0.19) | 22.22 | 26.63 | 4,529,846 | 1.05 | 1.07 | 0.94 | 35 |
Year ended 10/31/12 | 16.38 | 0.14 | 1.31 | 1.45 | (0.10) | — | (0.10) | 17.73 | 8.93 | 4,025,451 | 1.10 | 1.12 | 0.79 | 42 |
|
||||||||||||||
Class B | ||||||||||||||
Year ended 10/31/16 | 19.24 | 0.02 | 0.32 | 0.34 | (0.04) | (2.28) | (2.32) | 17.26 | 2.74 | 27,731 | 1.86 (d) | 1.87 (d) | 0.13 (d) | 28 |
Year ended 10/31/15 | 22.21 | 0.03 | (0.70) | (0.67) | — | (2.30) | (2.30) | 19.24 | (3.22) | 47,808 | 1.82 | 1.83 | 0.14 | 47 |
Year ended 10/31/14 | 21.25 | (0.05) | 2.00 | 1.95 | (0.04) | (0.95) | (0.99) | 22.21 | 9.62 | 78,125 | 1.80 | 1.82 | (0.22) | 23 |
Year ended 10/31/13 | 16.96 | 0.04 | 4.30 | 4.34 | (0.05) | — | (0.05) | 21.25 | 25.63 | 108,696 | 1.80 | 1.82 | 0.19 | 35 |
Year ended 10/31/12 | 15.67 | 0.01 | 1.28 | 1.29 | — | — | — | 16.96 | 8.23 | 125,315 | 1.85 | 1.87 | 0.04 | 42 |
|
||||||||||||||
Class C | ||||||||||||||
Year ended 10/31/16 | 19.30 | 0.02 | 0.32 | 0.34 | (0.04) | (2.28) | (2.32) | 17.32 | 2.73 | 200,499 | 1.86 (d) | 1.87 (d) | 0.13 (d) | 28 |
Year ended 10/31/15 | 22.27 | 0.03 | (0.70) | (0.67) | — | (2.30) | (2.30) | 19.30 | (3.22) | 239,765 | 1.82 | 1.83 | 0.14 | 47 |
Year ended 10/31/14 | 21.30 | (0.05) | 2.01 | 1.96 | (0.04) | (0.95) | (0.99) | 22.27 | 9.64 | 282,091 | 1.80 | 1.82 | (0.22) | 23 |
Year ended 10/31/13 | 17.00 | 0.04 | 4.31 | 4.35 | (0.05) | — | (0.05) | 21.30 | 25.63 | 283,655 | 1.80 | 1.82 | 0.19 | 35 |
Year ended 10/31/12 | 15.71 | 0.01 | 1.28 | 1.29 | — | — | — | 17.00 | 8.21 | 247,719 | 1.85 | 1.87 | 0.04 | 42 |
|
||||||||||||||
Class R | ||||||||||||||
Year ended 10/31/16 | 20.12 | 0.11 | 0.34 | 0.45 | (0.16) | (2.28) | (2.44) | 18.13 | 3.24 | 35,654 | 1.36 (d) | 1.37 (d) | 0.63 (d) | 28 |
Year ended 10/31/15 | 23.07 | 0.13 | (0.72) | (0.59) | (0.06) | (2.30) | (2.36) | 20.12 | (2.72) | 44,079 | 1.32 | 1.33 | 0.64 | 47 |
Year ended 10/31/14 | 22.03 | 0.06 | 2.07 | 2.13 | (0.14) | (0.95) | (1.09) | 23.07 | 10.19 | 67,910 | 1.30 | 1.32 | 0.28 | 23 |
Year ended 10/31/13 | 17.59 | 0.14 | 4.44 | 4.58 | (0.14) | — | (0.14) | 22.03 | 26.23 | 77,769 | 1.30 | 1.32 | 0.69 | 35 |
Year ended 10/31/12 | 16.25 | 0.09 | 1.32 | 1.41 | (0.07) | — | (0.07) | 17.59 | 8.73 | 81,503 | 1.35 | 1.37 | 0.54 | 42 |
|
||||||||||||||
Class S | ||||||||||||||
Year ended 10/31/16 | 20.32 | 0.18 | 0.34 | 0.52 | (0.24) | (2.28) | (2.52) | 18.32 | 3.63 | 18,364 | 1.01 (d) | 1.02 (d) | 0.98 (d) | 28 |
Year ended 10/31/15 | 23.30 | 0.21 | (0.74) | (0.53) | (0.15) | (2.30) | (2.45) | 20.32 | (2.42) | 19,329 | 0.97 | 0.98 | 0.99 | 47 |
Year ended 10/31/14 | 22.24 | 0.14 | 2.09 | 2.23 | (0.22) | (0.95) | (1.17) | 23.30 | 10.57 | 23,137 | 0.95 | 0.97 | 0.63 | 23 |
Year ended 10/31/13 | 17.75 | 0.21 | 4.48 | 4.69 | (0.20) | — | (0.20) | 22.24 | 26.73 | 24,014 | 0.95 | 0.97 | 1.04 | 35 |
Year ended 10/31/12 | 16.39 | 0.15 | 1.33 | 1.48 | (0.12) | — | (0.12) | 17.75 | 9.08 | 21,072 | 1.00 | 1.02 | 0.89 | 42 |
|
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Class Y | ||||||||||||||
Year ended 10/31/16 | 20.40 | 0.20 | 0.34 | 0.54 | (0.27) | (2.28) | (2.55) | 18.39 | 3.76 | 102,182 | 0.86 (d) | 0.87 (d) | 1.13 (d) | 28 |
Year ended 10/31/15 | 23.38 | 0.25 | (0.75) | (0.50) | (0.18) | (2.30) | (2.48) | 20.40 | (2.24) | 183,005 | 0.82 | 0.83 | 1.14 | 47 |
Year ended 10/31/14 | 22.31 | 0.18 | 2.09 | 2.27 | (0.25) | (0.95) | (1.20) | 23.38 | 10.75 | 479,371 | 0.80 | 0.82 | 0.78 | 23 |
Year ended 10/31/13 | 17.81 | 0.24 | 4.49 | 4.73 | (0.23) | — | (0.23) | 22.31 | 26.89 | 469,066 | 0.80 | 0.82 | 1.19 | 35 |
Year ended 10/31/12 | 16.44 | 0.18 | 1.33 | 1.51 | (0.14) | — | (0.14) | 17.81 | 9.26 | 362,231 | 0.85 | 0.87 | 1.04 | 42 |
|
||||||||||||||
Class R5 | ||||||||||||||
Year ended 10/31/16 | 21.03 | 0.23 | 0.36 | 0.59 | (0.29) | (2.28) | (2.57) | 19.05 | 3.92 | 38,682 | 0.75 (d) | 0.76 (d) | 1.24 (d) | 28 |
Year ended 10/31/15 | 24.04 | 0.27 | (0.78) | (0.51) | (0.20) | (2.30) | (2.50) | 21.03 | (2.22) | 110,943 | 0.73 | 0.74 | 1.23 | 47 |
Year ended 10/31/14 | 22.90 | 0.20 | 2.16 | 2.36 | (0.27) | (0.95) | (1.22) | 24.04 | 10.87 | 414,713 | 0.72 | 0.74 | 0.86 | 23 |
Year ended 10/31/13 | 18.29 | 0.26 | 4.61 | 4.87 | (0.26) | — | (0.26) | 22.90 | 26.99 | 413,033 | 0.72 | 0.74 | 1.27 | 35 |
Year ended 10/31/12 | 16.87 | 0.22 | 1.36 | 1.58 | (0.16) | — | (0.16) | 18.29 | 9.43 | 378,446 | 0.68 | 0.70 | 1.21 | 42 |
|
||||||||||||||
Class R6 | ||||||||||||||
Year ended 10/31/16 | 21.04 | 0.24 | 0.36 | 0.60 | (0.31) | (2.28) | (2.59) | 19.05 | 3.99 | 2,948 | 0.68 (d) | 0.69 (d) | 1.31 (d) | 28 |
Year ended 10/31/15 | 24.05 | 0.29 | (0.77) | (0.48) | (0.23) | (2.30) | (2.53) | 21.04 | (2.12) | 125,997 | 0.64 | 0.65 | 1.32 | 47 |
Year ended 10/31/14 | 22.91 | 0.22 | 2.16 | 2.38 | (0.29) | (0.95) | (1.24) | 24.05 | 10.96 | 135,294 | 0.63 | 0.65 | 0.95 | 23 |
Year ended 10/31/13 | 18.29 | 0.28 | 4.62 | 4.90 | (0.28) | — | (0.28) | 22.91 | 27.15 | 130,764 | 0.63 | 0.65 | 1.36 | 35 |
Year ended 10/31/12 (e) | 18.64 | 0.02 | (0.37) | (0.35) | — | — | — | 18.29 | (1.88) | 96,034 | 0.60 (f) | 0.63 (f) | 1.29 (f) | 42 |
|
(a) | Calculated using average shares outstanding. |
(b) | Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Does not include sales charges and is not annualized for periods less than one year, if applicable. |
(c) | Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year, if applicable. |
(d) | Ratios are based on average daily net assets (000’s omitted) of $3,588,402, $37,081, $215,793, $39,012, $18,308, $143,186, $65,382, and $37,795 for Class A, Class B, Class C, Class R, Class S Class Y, Class R5 and Class R6 shares, respectively. |
(e) | Commencement date of September 24, 2012. |
(f) | Annualized. |
Net
asset
value, beginning of period |
Net
investment income (a) |
Net
gains
(losses) on securities (both realized and unrealized) |
Total
from
investment operations |
Dividends
from net investment income |
Distributions
from net realized gains |
Total
distributions |
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 |
Portfolio
turnover (c) |
|
Class A | ||||||||||||||
Year ended 10/31/16 | $18.78 | $0.33 | $ 0.76 | $ 1.09 | $(0.31) | $(0.73) | $(1.04) | $18.83 | 6.27% | $5,985,548 | 0.80% (d) | 0.82% (d) | 1.79% (d) | 11% |
Year ended 10/31/15 | 18.17 | 0.30 | 0.95 | 1.25 | (0.28) | (0.36) | (0.64) | 18.78 | 7.09 | 4,715,635 | 0.82 | 0.83 | 1.63 | 11 |
Year ended 10/31/14 | 16.52 | 0.28 | 1.78 | 2.06 | (0.25) | (0.16) | (0.41) | 18.17 | 12.68 | 4,206,935 | 0.83 | 0.84 | 1.59 | 6 |
Year ended 10/31/13 | 13.54 | 0.25 | 3.20 | 3.45 | (0.26) | (0.21) | (0.47) | 16.52 | 26.07 | 3,700,473 | 0.86 | 0.87 | 1.65 | 9 |
Year ended 10/31/12 | 11.92 | 0.22 | 1.76 | 1.98 | (0.22) | (0.14) | (0.36) | 13.54 | 17.00 | 2,520,209 | 0.91 | 0.92 | 1.78 | 12 |
|
||||||||||||||
Class B | ||||||||||||||
Year ended 10/31/16 | 18.58 | 0.19 | 0.74 | 0.93 | (0.17) | (0.73) | (0.90) | 18.61 | 5.41 | 16,309 | 1.55 (d) | 1.57 (d) | 1.04 (d) | 11 |
Year ended 10/31/15 | 17.97 | 0.16 | 0.95 | 1.11 | (0.14) | (0.36) | (0.50) | 18.58 | 6.35 | 22,845 | 1.57 | 1.58 | 0.88 | 11 |
Year ended 10/31/14 | 16.35 | 0.14 | 1.76 | 1.90 | (0.12) | (0.16) | (0.28) | 17.97 | 11.77 | 29,691 | 1.58 | 1.59 | 0.84 | 6 |
Year ended 10/31/13 | 13.40 | 0.13 | 3.17 | 3.30 | (0.14) | (0.21) | (0.35) | 16.35 | 25.16 | 35,912 | 1.61 | 1.62 | 0.90 | 9 |
Year ended 10/31/12 | 11.80 | 0.13 | 1.74 | 1.87 | (0.13) | (0.14) | (0.27) | 13.40 | 16.12 | 35,401 | 1.66 | 1.67 | 1.03 | 12 |
|
||||||||||||||
Class C | ||||||||||||||
Year ended 10/31/16 | 18.56 | 0.19 | 0.74 | 0.93 | (0.17) | (0.73) | (0.90) | 18.59 | 5.41 | 778,829 | 1.55 (d) | 1.57 (d) | 1.04 (d) | 11 |
Year ended 10/31/15 | 17.95 | 0.16 | 0.95 | 1.11 | (0.14) | (0.36) | (0.50) | 18.56 | 6.36 | 440,482 | 1.57 | 1.58 | 0.88 | 11 |
Year ended 10/31/14 | 16.33 | 0.14 | 1.76 | 1.90 | (0.12) | (0.16) | (0.28) | 17.95 | 11.79 | 348,340 | 1.58 | 1.59 | 0.84 | 6 |
Year ended 10/31/13 | 13.38 | 0.13 | 3.17 | 3.30 | (0.14) | (0.21) | (0.35) | 16.33 | 25.19 | 276,653 | 1.61 | 1.62 | 0.90 | 9 |
Year ended 10/31/12 | 11.79 | 0.13 | 1.73 | 1.86 | (0.13) | (0.14) | (0.27) | 13.38 | 16.04 | 153,467 | 1.66 | 1.67 | 1.03 | 12 |
|
||||||||||||||
Class R | ||||||||||||||
Year ended 10/31/16 | 18.84 | 0.28 | 0.75 | 1.03 | (0.26) | (0.73) | (0.99) | 18.88 | 5.93 | 237,638 | 1.05 (d) | 1.07 (d) | 1.54 (d) | 11 |
Year ended 10/31/15 | 18.22 | 0.26 | 0.96 | 1.22 | (0.24) | (0.36) | (0.60) | 18.84 | 6.87 | 204,956 | 1.07 | 1.08 | 1.38 | 11 |
Year ended 10/31/14 | 16.57 | 0.23 | 1.79 | 2.02 | (0.21) | (0.16) | (0.37) | 18.22 | 12.36 | 138,078 | 1.08 | 1.09 | 1.34 | 6 |
Year ended 10/31/13 | 13.58 | 0.22 | 3.20 | 3.42 | (0.22) | (0.21) | (0.43) | 16.57 | 25.77 | 109,444 | 1.11 | 1.12 | 1.40 | 9 |
Year ended 10/31/12 | 11.96 | 0.19 | 1.76 | 1.95 | (0.19) | (0.14) | (0.33) | 13.58 | 16.66 | 37,948 | 1.16 | 1.17 | 1.53 | 12 |
|
||||||||||||||
Class Y | ||||||||||||||
Year ended 10/31/16 | 18.80 | 0.38 | 0.75 | 1.13 | (0.35) | (0.73) | (1.08) | 18.85 | 6.53 | 3,670,662 | 0.55 (d) | 0.57 (d) | 2.04 (d) | 11 |
Year ended 10/31/15 | 18.19 | 0.35 | 0.95 | 1.30 | (0.33) | (0.36) | (0.69) | 18.80 | 7.36 | 1,183,312 | 0.57 | 0.58 | 1.88 | 11 |
Year ended 10/31/14 | 16.54 | 0.32 | 1.79 | 2.11 | (0.30) | (0.16) | (0.46) | 18.19 | 12.95 | 841,750 | 0.58 | 0.59 | 1.84 | 6 |
Year ended 10/31/13 | 13.56 | 0.29 | 3.19 | 3.48 | (0.29) | (0.21) | (0.50) | 16.54 | 26.35 | 485,248 | 0.61 | 0.62 | 1.90 | 9 |
Year ended 10/31/12 | 11.94 | 0.26 | 1.76 | 2.02 | (0.26) | (0.14) | (0.40) | 13.56 | 17.26 | 179,087 | 0.66 | 0.67 | 2.03 | 12 |
|
||||||||||||||
Investor Class | ||||||||||||||
Year ended 10/31/16 | 18.77 | 0.33 | 0.76 | 1.09 | (0.32) | (0.73) | (1.05) | 18.81 | 6.29 (g) | 2,114,404 | 0.76 (d)(g) | 0.78 (d)(g) | 1.83 (d)(g) | 11 |
Year ended 10/31/15 | 18.16 | 0.31 | 0.96 | 1.27 | (0.30) | (0.36) | (0.66) | 18.77 | 7.16 (g) | 2,002,938 | 0.80 (g) | 0.81 (g) | 1.65 (g) | 11 |
Year ended 10/31/14 | 16.51 | 0.29 | 1.78 | 2.07 | (0.26) | (0.16) | (0.42) | 18.16 | 12.70 (g) | 1,972,400 | 0.76 (g) | 0.77 (g) | 1.66 (g) | 6 |
Year ended 10/31/13 | 13.53 | 0.25 | 3.20 | 3.45 | (0.26) | (0.21) | (0.47) | 16.51 | 26.11 | 1,910,866 | 0.86 | 0.87 | 1.64 | 9 |
Year ended 10/31/12 | 11.92 | 0.23 | 1.75 | 1.98 | (0.23) | (0.14) | (0.37) | 13.53 | 16.95 | 1,444,060 | 0.90 | 0.91 | 1.79 | 12 |
|
||||||||||||||
Class R5 | ||||||||||||||
Year ended 10/31/16 | 18.78 | 0.39 | 0.76 | 1.15 | (0.37) | (0.73) | (1.10) | 18.83 | 6.59 | 3,410,571 | 0.50 (d) | 0.52 (d) | 2.09 (d) | 11 |
Year ended 10/31/15 | 18.17 | 0.36 | 0.95 | 1.31 | (0.34) | (0.36) | (0.70) | 18.78 | 7.41 | 2,385,096 | 0.53 | 0.54 | 1.92 | 11 |
Year ended 10/31/14 | 16.52 | 0.33 | 1.78 | 2.11 | (0.30) | (0.16) | (0.46) | 18.17 | 12.99 | 1,947,461 | 0.54 | 0.55 | 1.88 | 6 |
Year ended 10/31/13 | 13.54 | 0.29 | 3.20 | 3.49 | (0.30) | (0.21) | (0.51) | 16.52 | 26.47 | 1,408,407 | 0.57 | 0.58 | 1.94 | 9 |
Year ended 10/31/12 | 11.92 | 0.27 | 1.76 | 2.03 | (0.27) | (0.14) | (0.41) | 13.54 | 17.39 | 720,726 | 0.56 | 0.57 | 2.13 | 12 |
|
||||||||||||||
Class R6 | ||||||||||||||
Year ended 10/31/16 | 18.79 | 0.41 | 0.74 | 1.15 | (0.38) | (0.73) | (1.11) | 18.83 | 6.63 | 2,620,298 | 0.40 (d) | 0.42 (d) | 2.19 (d) | 11 |
Year ended 10/31/15 | 18.17 | 0.37 | 0.97 | 1.34 | (0.36) | (0.36) | (0.72) | 18.79 | 7.57 | 849,176 | 0.43 | 0.44 | 2.02 | 11 |
Year ended 10/31/14 | 16.52 | 0.35 | 1.78 | 2.13 | (0.32) | (0.16) | (0.48) | 18.17 | 13.10 | 937,485 | 0.44 | 0.45 | 1.98 | 6 |
Year ended 10/31/13 | 13.54 | 0.31 | 3.19 | 3.50 | (0.31) | (0.21) | (0.52) | 16.52 | 26.56 | 535,077 | 0.48 | 0.49 | 2.03 | 9 |
Year ended 10/31/12 (e) | 13.61 | 0.03 | (0.10) | (0.07) | — | — | — | 13.54 | (0.51) | 166,418 | 0.49 (f) | 0.50 (f) | 2.20 (f) | 12 |
|
(a) | Calculated using average shares outstanding. |
(b) | Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Does not include sales charges and is not annualized for periods less than one year, if applicable. |
(c) | Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year, if applicable. |
(d) | Ratios are based on average daily net assets (000’s omitted) of $5,342,691, $19,919, $617,178, $196,699, $2,131,912, $2,052,299, $2,917,267 and $1,533,968 for Class A, Class B, Class C, Class R, Class Y, Investor Class, Class R5 and Class R6 shares, respectively. |
(e) | Commencement date of September 24, 2012. |
(f) | Annualized. |
(g) | The total return, ratio of expenses to average net assets and ratio of net investment income (loss) to average net assets reflect actual 12b-1 fees 0.21%, 0.23% and 0.18% for the years ended October 31, 2016, 2015 and 2014, respectively. |
Net
asset
value, beginning of period |
Net
investment income (loss) (a) |
Net
gains
on securities (both realized and unrealized) |
Total
from
investment operations |
Dividends
from net investment income |
Distributions
from net realized gains |
Total
distributions |
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 (loss) to average net assets |
Portfolio
turnover (c) |
|
Class A | ||||||||||||||
Year ended 10/31/16 | $17.59 | $(0.01) | $0.11 | $ 0.10 | $ — | $(1.13) | $(1.13) | $16.56 | 0.81% | $ 50,217 | 1.05% (d) | 1.05% (d) | (0.05)% (d) | 47% |
Year ended 10/31/15 | 18.62 | (0.03) | 1.44 | 1.41 | — | (2.44) | (2.44) | 17.59 | 8.86 | 50,349 | 1.04 | 1.04 | (0.16) | 49 |
Year ended 10/31/14 | 16.40 | (0.03) | 2.62 | 2.59 | (0.03) | (0.34) | (0.37) | 18.62 | 16.06 | 30,382 | 1.05 | 1.05 | (0.18) | 52 |
Year ended 10/31/13 | 12.67 | 0.03 | 3.72 | 3.75 | (0.02) | — | (0.02) | 16.40 | 29.68 | 23,025 | 1.06 | 1.06 | 0.20 | 49 |
Year ended 10/31/12 | 11.56 | 0.01 | 1.10 | 1.11 | (0.00) | — | (0.00) | 12.67 | 9.62 | 22,712 | 1.08 | 1.08 | 0.09 | 36 |
|
||||||||||||||
Class B | ||||||||||||||
Year ended 10/31/16 | 16.53 | (0.12) | 0.10 | (0.02) | — | (1.13) | (1.13) | 15.38 | 0.09 | 280 | 1.80 (d) | 1.80 (d) | (0.80) (d) | 47 |
Year ended 10/31/15 | 17.77 | (0.15) | 1.35 | 1.20 | — | (2.44) | (2.44) | 16.53 | 7.20 | 566 | 1.79 | 1.79 | (0.91) | 49 |
Year ended 10/31/14 | 15.76 | (0.15) | 2.50 | 2.35 | — | (0.34) | (0.34) | 17.77 | 15.19 | 676 | 1.80 | 1.80 | (0.93) | 52 |
Year ended 10/31/13 | 12.25 | (0.08) | 3.59 | 3.51 | — | — | — | 15.76 | 28.65 | 831 | 1.81 | 1.81 | (0.55) | 49 |
Year ended 10/31/12 | 11.24 | (0.08) | 1.09 | 1.01 | — | — | — | 12.25 | 8.99 | 913 | 1.83 | 1.83 | (0.66) | 36 |
|
||||||||||||||
Class C | ||||||||||||||
Year ended 10/31/16 | 16.49 | (0.12) | 0.10 | (0.02) | — | (1.13) | (1.13) | 15.34 | 0.09 | 5,008 | 1.80 (d) | 1.80 (d) | (0.80) (d) | 47 |
Year ended 10/31/15 | 17.73 | (0.15) | 1.35 | 1.20 | — | (2.44) | (2.44) | 16.49 | 8.02 | 4,855 | 1.79 | 1.79 | (0.91) | 49 |
Year ended 10/31/14 | 15.73 | (0.16) | 2.50 | 2.34 | — | (0.34) | (0.34) | 17.73 | 15.15 | 2,337 | 1.80 | 1.80 | (0.93) | 52 |
Year ended 10/31/13 | 12.22 | (0.08) | 3.59 | 3.51 | — | — | — | 15.73 | 28.72 | 2,122 | 1.81 | 1.81 | (0.55) | 49 |
Year ended 10/31/12 | 11.23 | (0.08) | 1.07 | 0.99 | — | — | — | 12.22 | 8.82 | 1,577 | 1.83 | 1.83 | (0.66) | 36 |
|
||||||||||||||
Class P | ||||||||||||||
Year ended 10/31/16 | 17.75 | 0.02 | 0.11 | 0.13 | — | (1.13) | (1.13) | 16.75 | 0.98 | 1,708,869 | 0.90 (d) | 0.90 (d) | 0.10 (d) | 47 |
Year ended 10/31/15 | 18.74 | (0.00) | 1.45 | 1.45 | — | (2.44) | (2.44) | 17.75 | 9.03 | 1,821,733 | 0.89 | 0.89 | (0.01) | 49 |
Year ended 10/31/14 | 16.50 | (0.01) | 2.63 | 2.62 | (0.04) | (0.34) | (0.38) | 18.74 | 16.22 | 1,829,660 | 0.90 | 0.90 | (0.03) | 52 |
Year ended 10/31/13 | 12.75 | 0.05 | 3.74 | 3.79 | (0.04) | — | (0.04) | 16.50 | 29.84 | 1,746,339 | 0.91 | 0.91 | 0.35 | 49 |
Year ended 10/31/12 | 11.63 | 0.03 | 1.11 | 1.14 | (0.02) | — | (0.02) | 12.75 | 9.80 | 1,518,577 | 0.93 | 0.93 | 0.24 | 36 |
|
||||||||||||||
Class S | ||||||||||||||
Year ended 10/31/16 | 17.64 | 0.01 | 0.11 | 0.12 | — | (1.13) | (1.13) | 16.63 | 0.92 | 3,164 | 0.95 (d) | 0.95 (d) | 0.05 (d) | 47 |
Year ended 10/31/15 | 18.66 | (0.01) | 1.43 | 1.42 | — | (2.44) | (2.44) | 17.64 | 8.90 | 3,546 | 0.94 | 0.94 | (0.06) | 49 |
Year ended 10/31/14 | 16.43 | (0.01) | 2.62 | 2.61 | (0.04) | (0.34) | (0.38) | 18.66 | 16.18 | 3,685 | 0.95 | 0.95 | (0.08) | 52 |
Year ended 10/31/13 | 12.70 | 0.04 | 3.73 | 3.77 | (0.04) | — | (0.04) | 16.43 | 29.74 | 4,490 | 0.96 | 0.96 | 0.30 | 49 |
Year ended 10/31/12 | 11.58 | 0.02 | 1.12 | 1.14 | (0.02) | — | (0.02) | 12.70 | 9.82 | 3,896 | 0.98 | 0.98 | 0.19 | 36 |
|
||||||||||||||
Class Y | ||||||||||||||
Year ended 10/31/16 | 17.69 | 0.03 | 0.12 | 0.15 | — | (1.13) | (1.13) | 16.71 | 1.10 | 3,576 | 0.80 (d) | 0.80 (d) | 0.20 (d) | 47 |
Year ended 10/31/15 | 18.67 | 0.02 | 1.44 | 1.46 | — | (2.44) | (2.44) | 17.69 | 9.13 | 2,170 | 0.79 | 0.79 | 0.09 | 49 |
Year ended 10/31/14 | 16.45 | 0.01 | 2.61 | 2.62 | (0.06) | (0.34) | (0.40) | 18.67 | 16.23 | 699 | 0.80 | 0.80 | 0.07 | 52 |
Year ended 10/31/13 | 12.72 | 0.06 | 3.73 | 3.79 | (0.06) | — | (0.06) | 16.45 | 29.90 | 514 | 0.81 | 0.81 | 0.45 | 49 |
Year ended 10/31/12 | 11.58 | 0.04 | 1.13 | 1.17 | (0.03) | — | (0.03) | 12.72 | 10.14 | 479 | 0.83 | 0.83 | 0.34 | 36 |
|
||||||||||||||
Class R5 | ||||||||||||||
Year ended 10/31/16 | 17.75 | 0.04 | 0.11 | 0.15 | — | (1.13) | (1.13) | 16.77 | 1.10 | 17 | 0.74 (d) | 0.74 (d) | 0.26 (d) | 47 |
Year ended 10/31/15 | 18.71 | 0.04 | 1.44 | 1.48 | — | (2.44) | (2.44) | 17.75 | 9.24 | 18 | 0.68 | 0.68 | 0.20 | 49 |
Year ended 10/31/14 | 16.46 | 0.03 | 2.63 | 2.66 | (0.07) | (0.34) | (0.41) | 18.71 | 16.50 | 541 | 0.69 | 0.69 | 0.18 | 52 |
Year ended 10/31/13 | 12.73 | 0.08 | 3.72 | 3.80 | (0.07) | — | (0.07) | 16.46 | 30.05 | 114 | 0.71 | 0.71 | 0.55 | 49 |
Year ended 10/31/12 | 11.60 | 0.06 | 1.11 | 1.17 | (0.04) | — | (0.04) | 12.73 | 10.12 | 123 | 0.72 | 0.72 | 0.45 | 36 |
|
(a) | Calculated using average shares outstanding. |
(b) | Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Does not include sales charges and is not annualized for periods less than one year, if applicable. |
(c) | Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year, if applicable. |
(d) | Ratios are based on average daily net assets (000’s omitted) of $52,533, $432, $5,194, $1,705,426, $3,201, $3,136 and $16 for Class A, Class B, Class C, Class P, Class S, Class Y, and Class R5 shares, 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; |
■ | Invesco Charter Fund and Invesco Diversified Dividend Fund’s current annual expense ratio includes any applicable contractual fee waiver or expense reimbursement for the period committed; |
■ | Hypotheticals both with and without any applicable initial sales charge applied; and |
■ | There is no sales charge on reinvested dividends. |
Invesco Charter Fund — Class T (Includes Maximum Sales Charge) | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | Year 6 | Year 7 | Year 8 | Year 9 | Year 10 |
Annual Expense Ratio 1 | 1.12% | 1.13% | 1.13% | 1.13% | 1.13% | 1.13% | 1.13% | 1.13% | 1.13% | 1.13% |
Cumulative Return Before Expenses | 5.00% | 10.25% | 15.76% | 21.55% | 27.63% | 34.01% | 40.71% | 47.75% | 55.13% | 62.89% |
Cumulative Return After Expenses | 1.28% | 5.20% | 9.27% | 13.50% | 17.90% | 22.46% | 27.20% | 32.12% | 37.23% | 42.54% |
End of Year Balance | $10,128.30 | $10,520.27 | $10,927.40 | $11,350.29 | $11,789.55 | $12,245.80 | $12,719.71 | $13,211.97 | $13,723.27 | $14,254.36 |
Estimated Annual Expenses | $ 361.32 | $ 116.66 | $ 121.18 | $ 125.87 | $ 130.74 | $ 135.80 | $ 141.06 | $ 146.51 | $ 152.18 | $ 158.07 |
|
Invesco Charter Fund — Class T (Without Maximum Sales Charge) | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | Year 6 | Year 7 | Year 8 | Year 9 | Year 10 |
Annual Expense Ratio 1 | 1.12% | 1.13% | 1.13% | 1.13% | 1.13% | 1.13% | 1.13% | 1.13% | 1.13% | 1.13% |
Cumulative Return Before Expenses | 5.00% | 10.25% | 15.76% | 21.55% | 27.63% | 34.01% | 40.71% | 47.75% | 55.13% | 62.89% |
Cumulative Return After Expenses | 3.88% | 7.90% | 12.08% | 16.41% | 20.92% | 25.60% | 30.46% | 35.51% | 40.75% | 46.20% |
End of Year Balance | $10,388.00 | $10,790.02 | $11,207.59 | $11,641.32 | $12,091.84 | $12,559.80 | $13,045.86 | $13,550.74 | $14,075.15 | $14,619.86 |
Estimated Annual Expenses | $ 114.17 | $ 119.66 | $ 124.29 | $ 129.10 | $ 134.09 | $ 139.28 | $ 144.67 | $ 150.27 | $ 156.09 | $ 162.13 |
|
Invesco Diversified Dividend Fund — Class T (Includes Maximum Sales Charge) | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | Year 6 | Year 7 | Year 8 | Year 9 | Year 10 |
Annual Expense Ratio 1 | 0.82% | 0.84% | 0.84% | 0.84% | 0.84% | 0.84% | 0.84% | 0.84% | 0.84% | 0.84% |
Cumulative Return Before Expenses | 5.00% | 10.25% | 15.76% | 21.55% | 27.63% | 34.01% | 40.71% | 47.75% | 55.13% | 62.89% |
Cumulative Return After Expenses | 1.58% | 5.80% | 10.20% | 14.79% | 19.56% | 24.54% | 29.72% | 35.11% | 40.73% | 46.59% |
End of Year Balance | $10,157.55 | $10,580.10 | $11,020.24 | $11,478.68 | $11,956.19 | $12,453.57 | $12,971.64 | $13,511.26 | $14,073.33 | $14,658.78 |
Estimated Annual Expenses | $ 331.62 | $ 87.10 | $ 90.72 | $ 94.50 | $ 98.43 | $ 102.52 | $ 106.79 | $ 111.23 | $ 115.86 | $ 120.67 |
|
Invesco Diversified Dividend Fund — Class T (Without Maximum Sales Charge) | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | Year 6 | Year 7 | Year 8 | Year 9 | Year 10 |
Annual Expense Ratio 1 | 0.82% | 0.84% | 0.84% | 0.84% | 0.84% | 0.84% | 0.84% | 0.84% | 0.84% | 0.84% |
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 | 4.18% | 8.51% | 13.03% | 17.73% | 22.63% | 27.73% | 33.04% | 38.58% | 44.34% | 50.35% |
End of Year Balance | $10,418.00 | $10,851.39 | $11,302.81 | $11,773.00 | $12,262.76 | $12,772.89 | $13,304.24 | $13,857.70 | $14,434.18 | $15,034.64 |
Estimated Annual Expenses | $ 83.71 | $ 89.33 | $ 93.05 | $ 96.92 | $ 100.95 | $ 105.15 | $ 109.52 | $ 114.08 | $ 118.83 | $ 123.77 |
|
Invesco Summit Fund — Class T (Includes Maximum Sales Charge) | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | Year 6 | Year 7 | Year 8 | Year 9 | Year 10 |
Annual Expense Ratio 1 | 1.05% | 1.05% | 1.05% | 1.05% | 1.05% | 1.05% | 1.05% | 1.05% | 1.05% | 1.05% |
Cumulative Return Before Expenses | 5.00% | 10.25% | 15.76% | 21.55% | 27.63% | 34.01% | 40.71% | 47.75% | 55.13% | 62.89% |
Cumulative Return After Expenses | 1.35% | 5.35% | 9.52% | 13.84% | 18.34% | 23.01% | 27.87% | 32.92% | 38.17% | 43.63% |
End of Year Balance | $10,135.13 | $10,535.46 | $10,951.61 | $11,384.20 | $11,833.88 | $12,301.32 | $12,787.22 | $13,292.31 | $13,817.36 | $14,363.15 |
Estimated Annual Expenses | $ 354.40 | $ 108.52 | $ 112.81 | $ 117.26 | $ 121.89 | $ 126.71 | $ 131.71 | $ 136.92 | $ 142.33 | $ 147.95 |
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Invesco Summit Fund — Class T (Without Maximum Sales Charge) | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | Year 6 | Year 7 | Year 8 | Year 9 | Year 10 |
Annual Expense Ratio 1 | 1.05% | 1.05% | 1.05% | 1.05% | 1.05% | 1.05% | 1.05% | 1.05% | 1.05% | 1.05% |
Cumulative Return Before Expenses | 5.00% | 10.25% | 15.76% | 21.55% | 27.63% | 34.01% | 40.71% | 47.75% | 55.13% | 62.89% |
Cumulative Return After Expenses | 3.95% | 8.06% | 12.32% | 16.76% | 21.37% | 26.17% | 31.15% | 36.33% | 41.72% | 47.31% |
End of Year Balance | $10,395.00 | $10,805.60 | $11,232.42 | $11,676.10 | $12,137.31 | $12,616.73 | $13,115.10 | $13,633.14 | $14,171.65 | $14,731.43 |
Estimated Annual Expenses | $ 107.07 | $ 111.30 | $ 115.70 | $ 120.27 | $ 125.02 | $ 129.96 | $ 135.09 | $ 140.43 | $ 145.98 | $ 151.74 |
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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. |
Type of Account |
Initial
Investment
Per Fund |
Additional
Investments Per Fund |
Asset or fee-based accounts managed by your financial adviser | None | None |
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Employer Sponsored Retirement and Benefit Plans and Employer Sponsored IRAs | None | None |
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||
IRAs and Coverdell ESAs if the new investor is purchasing shares through a systematic purchase plan | $25 | $25 |
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All other accounts if the investor is purchasing shares through a systematic purchase plan | 50 | 50 |
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IRAs and Coverdell ESAs | 250 | 25 |
|
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All other accounts | 1,000 | 50 |
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Opening An Account | Adding To An Account | |
Through a Financial Adviser | Contact your financial adviser or financial intermediary. | Contact your financial adviser or financial intermediary. |
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How to Redeem Shares | |
Through a Financial Adviser or Financial Intermediary | Contact your financial adviser or financial intermediary. |
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■ | 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. |
■ | Conversions into or out of Class B or Class BX of the same Fund. |
■ | Conversions into Class A2, Class AX, Class CX, Class P, Class RX or Class S of the same 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 or Systematic Redemption Plan. |
■ | 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. |
■ | With respect to the money market funds maintaining a constant net asset value, 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. | |
■ | With respect to the money market funds maintaining a constant net asset value, because such 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 or undistributed capital gains. A subsequent distribution to you of such amounts, although constituting a return of your investment, would be taxable. Buying shares in a Fund just before it declares an income dividend or capital gains distribution is sometimes known as “buying a dividend.” In addition, a Fund’s net asset value may, at any time, reflect net unrealized appreciation, which may result in future taxable distributions to you. |
■ | 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 the following payments or distributions made by the Fund 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 reporting and withholding requirements designed to inform the U.S. Department of the Treasury of U.S.-owned foreign investment accounts: (a) income dividends and (b) after December 31, 2018, certain capital gain distributions, return of capital distributions and the proceeds arising from the sale of Fund shares. 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 or similar laws. 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. |
■ | If a Fund, other than Premier Tax-Exempt Portfolio, 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 (unless the investor incurs a liquidity fee on such sale or exchange). See “Liquidity Fees and Redemption Gates.” |
■ | Premier Tax-Exempt Portfolio rounds its current net asset value per share to a minimum of the fourth decimal place, therefore, investors will have gain or loss on sale or exchange of shares of the Fund calculated by subtracting your cost basis from the gross proceeds received from the sale or exchange. |
■ | There is some degree of uncertainty with respect to the tax treatment of liquidity fees received by a Fund, and such tax treatment may be the subject of future IRS guidance. If a Fund receives liquidity fees, it will consider the appropriate tax treatment of such fees to the Fund at such time. |
■ | Regarding Premier Tax-Exempt Portfolio, because the Fund is not expected to maintain a stable share price, a sale or exchange of Fund shares may result in a capital gain or loss for you. Unless you choose to adopt a simplified “NAV method” of accounting (described below), any capital gain or loss on the sale or exchange of Fund shares (as noted above) generally will be treated either as short-term if you held your Fund shares for one year or less, or long-term if you held your Fund shares longer. If you elect to adopt the NAV method of accounting, rather than computing gain or loss on every taxable disposition of Fund shares as described above, you would determine your gain or loss based on the change in the aggregate value of your Fund shares during a computation period (such as your taxable year), reduced by your net investment (purchases minus sales) in those shares during that period. Under the NAV method, any resulting net capital gain or loss would be treated as short-term capital gain or loss. |
■ | 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 their respective 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 as qualifying income based on an opinion they expect to obtain from counsel confirming that income from such investments should be qualifying income because such commodity-linked notes constitute securities under section 2(a)(36) of the 1940 Act. Further, each Fund anticipates that its respective Subsidiary will distribute the “Subpart F” income earned by such Subsidiary each year, which a Fund will treat as qualifying income. If, contrary to the opinion of counsel, the proposed regulations or other guidance issued by the IRS, the IRS were to determine such income is non-qualifying, a Fund might fail to satisfy the income requirement. In lieu of disqualification, the Funds are permitted to pay a tax for certain failures to satisfy the asset diversification or income requirements, which, in general, are limited to those due to reasonable cause and not willful neglect. 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. However, the IRS has revoked the ruling issued to each Fund on a prospective basis, thus allowing each Fund to continue to rely on its respective private letter ruling to treat income from commodity-linked notes purchased on or before June 30, 2017 as qualifying income. After that time the Invesco Balanced-Risk Allocation Fund and the Invesco Balanced-Risk Commodity Strategy Fund expect to rely on the anticipated opinion of counsel described above. |
■ | The Funds 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 Funds. If such regulations are issued, each 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 each Fund resulting in the Fund’s failure to qualify as a regulated investment company. In lieu of disqualification, each 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 Funds’ transactions in foreign currencies 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 the 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. 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. |
■ | Some amounts received by a Fund from its investments in MLPs likely will be treated as returns of capital because of accelerated deductions available with respect to the activities of such MLPs. The receipt of returns of capital from the MLPs could increase or decrease a Fund’s ordinary income distributions to you, and may cause some or all of the |
Fund’s distributed income to be 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. |
■ | 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 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 IRS. Cost basis will be calculated using the Fund’s default method of first-in, first-out (FIFO), 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. A subsequent distribution to you of such amounts, although constituting a return of your investment, would be taxable. Buying shares in a Fund just before it declares an income dividend is sometimes known as “buying a dividend.” In addition, a Fund’s net asset value may, at any time, reflect net unrealized appreciation, which may result in future taxable distributions to you. |
■ | 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 is 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 the following payments or distributions made by the Fund 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 reporting and withholding requirements designed to inform the U.S. Department of the Treasury of U.S.-owned foreign investment accounts: (a) income dividends and (b) after December 31, 2018, certain capital gain distributions, return of capital distributions and the proceeds arising from the sale of Fund shares. 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 or similar laws. Withholding also may be required if a foreign entity that is a shareholder of a Fund fails to provide the Fund with appropriate certifications or other documentation concerning its status under FATCA. |
By Mail: |
Invesco Investment Services,
Inc.
P.O. Box 219078 Kansas City, MO 64121-9078 |
By Telephone: | (800) 959-4246 |
On the Internet: |
You
can send us a request by e-mail or
download prospectuses, SAIs, annual or semi-annual reports via our Web site: www.invesco.com/us |
Invesco Charter Fund | Invesco Summit Fund |
Invesco
Diversified Dividend Fund
SEC 1940 Act file number: 811-01424 |
invesco.com/us | AEF-PRO-T |
|
Statement of Additional Information | June 9, 2017 | ||
AIM Equity Funds (Invesco Equity Funds) |
This Statement of Additional Information (the SAI) relates to each portfolio (each a Fund, collectively the Funds) of AIM Equity Funds (Invesco Equity Funds) (the Trust) listed below. Each Fund offers separate classes of shares, which are offered by separate prospectuses and separate SAIs.
FUND | CLASS | T | ||
|
||||
Invesco Charter Fund | CHTUX | |||
Invesco Diversified Dividend Fund | DDFTX | |||
Invesco Summit Fund | SMMTX |
|
Statement of Additional Information | June 9, 2017 | ||
AIM Equity Funds (Invesco Equity Funds) |
This SAI is not a Prospectus, and it should be read in conjunction with the Prospectuses for the Funds listed below. Portions of each Funds financial statements are incorporated into this SAI by reference to such Funds most recent Annual Reports to shareholders. You may obtain, without charge, a copy of any Prospectus and/or Annual Reports for any Fund listed below from an authorized dealer or by writing to:
Invesco Investment Services, Inc.
P.O. Box 219078
Kansas City, MO 64121-9078
or by calling (800) 959-4246
or on the Internet: www.invesco.com/us
This SAI, dated June 9, 2017, relates to the Class T shares of the following Prospectus:
Fund | Class T | |
Invesco Charter Fund | June 9, 2017 | |
Invesco Diversified Dividend Fund | June 9, 2017 | |
Invesco Summit Fund | June 9, 2017 |
STATEMENT OF ADDITIONAL INFORMATION
TABLE OF CONTENTS
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Amendment of Retirement Plan and Conversion to Defined Contribution Plan |
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APPENDICES: |
||||
RATINGS OF DEBT SECURITIES |
A-1 | |||
PERSONS TO WHOM INVESCO PROVIDES NON-PUBLIC PORTFOLIO HOLDINGS ON AN ONGOING BASIS |
B-1 | |||
TRUSTEES AND OFFICERS |
C-1 | |||
TRUSTEE COMPENSATION TABLE |
D-1 | |||
PROXY POLICIES AND PROCEDURES |
E-1 | |||
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES |
F-1 | |||
MANAGEMENT FEES |
G-1 | |||
PORTFOLIO MANAGERS |
H-1 | |||
ADMINISTRATIVE SERVICES FEES |
I-1 | |||
BROKERAGE COMMISSIONS AND COMMISSIONS ON AFFILIATED TRANSACTIONS |
J-1 | |||
DIRECTED BROKERAGE (RESEARCH SERVICES) AND PURCHASES OF SECURITIES OF REGULAR BROKERS OR DEALERS |
K-1 | |||
PURCHASE, REDEMPTION AND PRICING OF SHARES |
L-1 | |||
TOTAL SALES CHARGES |
M-1 | |||
AMOUNTS PAID TO INVESCO DISTRIBUTORS, INC. PURSUANT TO DISTRIBUTION PLANS |
N-1 | |||
ALLOCATION OF ACTUAL FEES PAID PURSUANT TO DISTRIBUTION PLANS |
O-1 |
ii
GENERAL INFORMATION ABOUT THE TRUST
AIM Equity Funds (Invesco Equity Funds) (the Trust) is a Delaware statutory trust registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end series management investment company. The Trust was originally organized as a Maryland Corporation on May 19, 1988 and re-organized as a Delaware business trust on June 21, 2000. Under the Trusts Agreement and Declaration of Trust, as amended, (the Trust Agreement), the Board of Trustees of the Trust (the Board) is authorized to create new series of shares without the necessity of a vote of shareholders of the Trust.
Prior to April 30, 2010, the Trust was known as AIM Equity Funds and the Funds were known as AIM Charter Fund, AIM Diversified Dividend Fund and AIM Summit Fund.
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 accordance with any applicable provisions of the Trust Agreement and applicable law, subject in certain circumstances to a contingent deferred sales charge.
The Trust allocates cash and property it receives from the issue or sale of shares of each of its series of shares, together with all assets in which such consideration is invested or reinvested, all income, earnings, profits and proceeds thereof, to the appropriate Fund, subject only to the rights of creditors of that Fund. These assets constitute the assets belonging to each Fund, are segregated on the Trusts books, and are charged with the liabilities and expenses of such Fund and its respective classes. The Trust allocates any general liabilities and expenses of the Trust not readily identifiable as belonging to a particular Fund primarily on the basis of relative net assets or other relevant factors, subject to oversight by the Board.
Each share of each Fund represents an equal pro rata interest in that Fund with each other share and is entitled to dividends and other distributions with respect to the Fund, which may be from income, capital gains or capital, as declared by the Board.
Each class of shares of a Fund represents a proportionate undivided interest in the net assets belonging to that Fund. 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, or reasonable provision for, the outstanding liabilities of the Fund allocable to such class.
The Trust Agreement provides that each shareholder, by virtue of having become a shareholder of the Trust, is bound by terms of the Trust Agreement and the Trusts Bylaws. Ownership of shares does not make shareholders third party beneficiaries of any contract entered into by the Trust.
The Trust is not required to hold annual or regular meetings of shareholders. Meetings of shareholders of a Fund or class will be held for any purpose determined by the Board, including 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.
The Trust Agreement provides that the Board may authorize (i) a merger, consolidation or sale of assets (including, but not limited to, mergers, consolidations or sales of assets between two Funds, or between a Fund and a series of any other registered investment company), and (ii) the combination of two or more classes of shares of a Fund into a single class, each without shareholder approval but subject to applicable requirements under the 1940 Act and state law.
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Each share of a Fund generally has the same voting, dividend, liquidation and other rights; however, each class of shares of a Fund is subject to different sales loads, conversion features, exchange privileges and class-specific expenses. Only shareholders of a specific class may vote on matters relating to that classs distribution plan.
Because Class B shares automatically convert to Class A shares on or about month-end which is at least eight years after the date of purchase, certain Invesco Funds multiple class plans adopted in accordance with Rule 18f-3 under the 1940 Act and distribution plans adopted pursuant to Rule 12b-1 under the 1940 Act require that Class B shareholders must also approve any material increase in distribution fees submitted to Class A shareholders of that Fund. A pro rata portion of shares from reinvested dividends and distributions convert along with the Class B shares.
Except as specifically noted above, shareholders of each Fund are entitled to one vote per share (with proportionate voting for fractional shares), irrespective of the relative net asset value of the shares of a Fund. However, on matters affecting an individual Fund or class of shares, a separate vote of shareholders of that Fund or class is required. Shareholders of 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 nonassessable, have no preemptive or subscription rights, and are freely transferable. Other than the automatic conversion of Class B shares to Class A shares, there are no automatic conversion rights, but each Fund may offer voluntary rights to convert between certain share classes, as described in each Funds prospectus. Shares do not have cumulative voting rights in connection with the election of Trustees or on any other matter.
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 personal liability for the debts, liabilities, obligations and expenses of the Trust and requires that every undertaking of the Trust or the Board relating to the Trust or any Fund include a recitation limiting such obligation to the Trust and its assets or to one or more Funds and the assets belonging thereto. The Trust Agreement provides for indemnification out of the property of a Fund (or Class, as applicable) for all losses and expenses of any shareholder of such Fund held personally liable solely on account of being or having been a shareholder.
The trustees and officers of the Trust will not be liable for any act, omission or obligations 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 or applicable Fund (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 with Fund assets. 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.
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The Trust Agreement provides that any Trustee who serves as chair of the Board or of a committee of the Board, lead independent Trustee, or an expert on any topic or in any area (including an audit committee financial expert), or in any other special appointment will not be subject to any greater standard of care or liability because of such position.
The Trust Agreement provides a detailed process for the bringing of derivative actions by shareholders. A shareholder may only bring a derivative action on behalf of the Trust if certain conditions are met. Among other things, such conditions: (i) require shareholder(s) to make a pre-suit demand on the Trustees (unless such effort is not likely to succeed because a majority of the Board or the committee established to consider the merits of such action are not independent Trustees under Delaware law); (ii) require 10% of the beneficial owners to join in the pre-suit demand; and (iii) afford the Trustees a reasonable amount of time to consider the request and investigate the basis of the claims (including designating a committee to consider the demand and hiring counsel or other advisers). These conditions generally are intended to provide the Trustees with the ability to pursue a claim if they believe doing so would be in the best interests of the Trust and its shareholders and to preclude the pursuit of claims that the Trustees determine to be without merit or otherwise not in the Trusts interest to pursue.
The Trust Agreement also generally requires that actions by shareholders in connection with or against the Trust or a Fund be brought only in certain Delaware courts and that the right to jury trial be waived to the fullest extent permitted by law.
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. Any certificates previously issued with respect to any shares are deemed to be cancelled without any requirement for surrender to the Trust.
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.
Investment Strategies and Risks
Set forth below are detailed descriptions of the various types of securities and investment techniques that Invesco and/or the Sub-Advisers (as defined herein) may use in managing the Funds, as well as the risks associated with those types of securities and investment techniques. The descriptions of the types of securities and investment techniques below supplement the discussion of principal investment strategies and risks contained in each Funds Prospectus. Where a particular type of security or investment technique is not discussed in a Funds Prospectus, that security or investment technique is not a principal investment strategy.
Unless otherwise indicated, a Fund may invest in all of the following types of investments. Not all of the Funds invest in all of the types of securities or use all of the investment techniques described below, and a Fund might not invest in all of these types of securities or use all of these techniques at any one time. Invesco and/or the Sub-Advisers may invest in other types of securities and may use other investment techniques in managing the Funds, including those described below for Funds not specifically mentioned as investing in the security or using the investment technique, as well as securities and techniques not described. A Funds transactions in a particular type of security or use of a particular technique is subject to limitations imposed by a Funds investment objective(s), policies and restrictions described in that Funds Prospectus and/or this SAI, as well as the federal securities laws.
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
3
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.
The Funds investment objectives, policies, strategies and practices described below are non-fundamental and may be changed without approval of the holders of the Funds voting securities unless otherwise indicated.
Each Fund may invest in the Equity Investments described below:
Common Stock. Common stock is issued by a company principally to raise cash for business purposes and represents an equity or ownership interest in the issuing company. Common stockholders are typically entitled to vote on important matters of the issuing company, including the selection of directors, and may receive dividends on their holdings. A Fund participates in the success or failure of any company in which it holds common stock. In the event a company is liquidated or declares bankruptcy, the claims of bondholders, other debt holders, owners of preferred stock and general creditors take precedence over the claims of those who own common stock.
The prices of common stocks change in response to many factors including the historical and prospective earnings of the issuing company, the value of its assets, general economic conditions, interest rates, investor perceptions and market liquidity.
Preferred Stock. Preferred stock, unlike common stock, often offers a specified dividend rate payable from a companys earnings. Preferred stock also generally has a preference over common stock on the distribution of a companys assets in the event the company is liquidated or declares bankruptcy; however, the rights of preferred stockholders on the distribution of a companys assets in the event of a liquidation or bankruptcy are generally subordinate to the rights of the companys debt holders and general creditors. If interest rates rise, the fixed dividend on preferred stocks may be less attractive, causing the price of preferred stocks to decline.
Some fixed rate preferred stock may have mandatory sinking fund provisions which provide for the stock to be retired or redeemed on a predetermined schedule, as well as call/redemption provisions prior to maturity, which can limit the benefit of any decline in interest rates that might positively affect the price of preferred stocks. Preferred stock dividends may be cumulative, requiring all or a portion of prior unpaid dividends to be paid before dividends are paid on the issuers common stock. Preferred stock may be participating, which means that it may be entitled to a dividend exceeding the stated dividend in certain cases. In some cases an issuer may offer auction rate preferred stock, which means that the interest to be paid is set by auction and will often be reset at stated intervals.
Convertible Securities. Convertible securities are generally bonds, debentures, notes, preferred stocks or other securities or investments that may be converted or exchanged (by the holder or by the issuer) into shares of the underlying common stock (or cash or securities of equivalent value) at a stated exchange ratio or predetermined price (the conversion price). A convertible security is designed to provide current income and also the potential for capital appreciation through the conversion feature, which enables the holder to benefit from increases in the market price of the underlying common stock. A convertible security may be called for redemption or conversion by the issuer after a particular date and under certain circumstances (including a specified price) established upon issue. If a convertible security held by a Fund is called for redemption or conversion, the Fund could be required to tender it for redemption, convert it into the underlying common stock, or sell it to a third party, which may have an adverse effect on the Funds ability to achieve its investment objectives. Convertible securities have general characteristics similar to both debt and equity securities.
A convertible security generally entitles the holder to receive interest paid or accrued until the convertible security matures or is redeemed, converted or exchanged. Before conversion, convertible
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securities have characteristics similar to non-convertible debt obligations and are designed to provide for a stable stream of income with generally higher yields than common stocks. However, there can be no assurance of current income because the issuers of the convertible securities may default on their obligations. Convertible securities rank senior to common stock in a corporations capital structure and, therefore, generally entail less risk than the corporations common stock. Convertible securities are subordinate in rank to any senior debt obligations of the issuer, and, therefore, an issuers convertible securities entail more risk than its debt obligations. Moreover, convertible securities are often rated below investment grade or not rated because they fall below debt obligations and just above common stock in order of preference or priority on an issuers balance sheet. To the extent that a Fund invests in convertible securities with credit ratings below investment grade, such securities may have a higher likelihood of default, although this may be somewhat offset by the convertibility feature.
Convertible securities generally offer lower interest or dividend yields than non-convertible debt securities of similar credit quality because of the potential for capital appreciation. The common stock underlying convertible securities may be issued by a different entity than the issuer of the convertible securities.
The value of convertible securities is influenced by both the yield of non-convertible securities of comparable issuers and by the value of the underlying common stock. The value of a convertible security viewed without regard to its conversion feature (i.e., strictly on the basis of its yield) is sometimes referred to as its investment value. The investment value of the convertible security typically will fluctuate based on the credit quality of the issuer and will fluctuate inversely with changes in prevailing interest rates. However, at the same time, the convertible security will be influenced by its conversion value, which is the market value of the underlying common stock that would be obtained if the convertible security were converted. Conversion value fluctuates directly with the price of the underlying common stock, and will therefore be subject to risks relating to the activities of the issuer and general market and economic conditions. Depending upon the relationship of the conversion price to the market value of the underlying security, a convertible security may trade more like an equity security than a debt instrument.
If, because of a low price of the common stock, the conversion value is substantially below the investment value of the convertible security, the price of the convertible security is governed principally by its investment value. Generally, if the conversion value of a convertible security increases to a point that approximates or exceeds its investment value, the value of the security will be principally influenced by its conversion value. A convertible security will sell at a premium over its conversion value to the extent investors place value on the right to acquire the underlying common stock while holding an income-producing security.
While a Fund uses the same criteria to rate a convertible debt security that it uses to rate a more conventional debt security, a convertible preferred stock is treated like a preferred stock for the Funds financial reporting, credit rating and investment limitation purposes.
Contingent Convertible Securities (CoCos) . CoCos are a form of hybrid fixed income security typically issued by non-U.S. banks that may either convert into common stock of the issuer or undergo a principal write-down by a predetermined percentage upon the occurrence of a trigger event, such as if (a) the issuers capital ratio falls below a specified level or (b) certain regulatory events, such as a change in regulatory capital requirements, affect the issuers continued viability. Unlike traditional convertible securities, the conversion is not voluntary and the equity conversion or principal write-down features are tailored to the issuing banking institution and its regulatory requirements.
CoCos are subject to credit, interest rate and market risks associated with fixed income and equity securities generally, along with risks typically applicable to convertible securities. CoCos are also subject to loss absorption risk because coupon payments can potentially be cancelled or deferred at the issuers discretion or at the request of the relevant regulatory authority in order to help the bank absorb losses. Additionally, certain call provisions permit an issuer to repurchase CoCos if the regulatory environment or tax treatment of the security (e.g., tax deductibility of interest payments) changes. This
5
may result in a potential loss to the Fund if the price at which the issuer calls or repurchases the CoCos is lower than the initial purchase price by the Fund.
CoCos are subordinate in rank to traditional convertible securities and other debt obligations of an issuer in the issuers capital structure, and therefore, CoCos entail more risk than an issuers other debt obligations.
CoCos are generally speculative and their market value may fluctuate based on a number of unpredictable factors, including, but not limited to, the creditworthiness of the issuer and/or fluctuations in the issuers capital ratios, supply and demand for CoCos, general market conditions and available liquidity, and economic, financial and political events affecting the particular issuer or markets in general.
Alternative Entity Securities. The Funds may invest in alternative entity securities, which are the securities of entities that are formed as limited partnerships, limited liability companies, business trusts or other non-corporate entities that are similar to common or preferred stock of corporations.
Foreign Securities. Each Fund may invest in foreign securities.
Foreign securities are equity or debt securities issued by issuers outside the U.S., and include securities in the form of American Depositary Receipts (ADRs), European Depositary Receipts (EDRs), or other securities representing underlying securities of foreign issuers (foreign securities). ADRs are receipts, issued by U.S. banks, for the shares of foreign corporations, held by the bank issuing the receipt. ADRs are typically issued in registered form, denominated in U.S. dollars and designed for use in the U.S. securities markets. EDRs are similar to ADRs, except they are typically issued by European banks or trust companies, denominated in foreign currencies and designed for use outside the U.S. securities markets. ADRs and EDRs entitle the holder to all dividends and capital gains on the underlying foreign securities, less any fees paid to the bank. Purchasing ADRs or EDRs gives a Fund the ability to purchase the functional equivalent of foreign securities without going to the foreign securities markets to do so. ADRs or EDRs that are sponsored are those that the foreign corporation whose shares are represented by the ADR or EDR is actively involved in the issuance of the ADR or EDR, and generally provides material information about the corporation to the U.S. market. An unsponsored ADR or EDR program are those that the foreign corporation whose shares are held by the bank is not obligated to disclose material information in the United States, and, therefore, the market value of the ADR or EDR may not reflect important facts known only to the foreign company.
Foreign debt securities include corporate debt securities of foreign issuers, certain foreign bank obligations (see Bank Instruments) and U.S. dollar or foreign currency denominated obligations of foreign governments or their subdivisions, agencies and instrumentalities (see Foreign Government Obligations), international agencies and supranational entities.
The Funds consider various factors when determining whether a company is in a particular country or region/continent, including whether (1) it is organized under the laws of a country or of a country in a particular region/continent; (2) it has a principal office in a country or in a country in a particular region continent; (3) it derives 50% or more of its total revenues from businesses in a country or in a country in a particular region/continent; and/or (4) its securities are traded principally on a stock exchange, or in an over-the-counter (OTC) market in a particular country or in a country in a particular region/continent.
Investments by a Fund in foreign securities, including ADRs and EDRs, whether denominated in U.S. dollars or foreign currencies, may entail all of the risks set forth below in addition to those accompanying an investment in issuers in the U.S.
Currency Risk. The value in U.S. Dollars of the Funds non-dollar denominated foreign investments will be affected by changes in currency exchange rates. The U.S. dollar value of a foreign
6
security decreases when the value of the U.S. dollar rises against the foreign currency in which the security is denominated and increases when the value of the U.S. dollar falls against such currency.
Political and Economic Risk. The economies of many of the countries in which the Funds may invest may not be as developed as that of the United States economy and may be subject to significantly different forces. Political, economic or social instability and development, expropriation or confiscatory taxation, and limitations on the removal of funds or other assets could also adversely affect the value of the Funds investments.
Regulatory Risk. Foreign companies are generally not subject to the regulatory controls imposed on U.S. issuers and, as a consequence, there is generally less publicly available information about foreign securities than is available about domestic securities. Foreign companies may not be subject to uniform accounting, auditing and financial reporting standards, corporate governance practices and requirements comparable to those applicable to domestic companies. Therefore, financial information about foreign companies may be incomplete, or may not be comparable to the information available on U.S. companies. Income from foreign securities owned by the Funds may be reduced by a withholding tax at the source, which tax would reduce dividend income payable to the Funds shareholders.
There is generally less government supervision and regulation of securities exchanges, brokers, dealers, and listed companies in foreign countries than in the U.S., thus increasing the risk of delayed settlements of portfolio transactions or loss of certificates for portfolio securities. Foreign markets may also have different clearance and settlement procedures. If a Fund experiences settlement problems it may result in temporary periods when a portion of the Funds assets are uninvested and could cause the Fund to miss attractive investment opportunities or a potential liability to the Fund arising out of the Funds inability to fulfill a contract to sell such securities.
Market Risk. Investing in foreign markets generally involves certain risks not typically associated with investing in the United States. The securities markets in many foreign countries will have substantially lower trading volume than the United States markets. As a result, the securities of some foreign companies may be less liquid and experience more price volatility than comparable domestic securities. Obtaining and/or enforcing judgments in foreign countries may be more difficult, which may make it more difficult to enforce contractual obligations. Increased custodian costs as well as administrative costs (such as the need to use foreign custodians) may also be associated with the maintenance of assets in foreign jurisdictions. In addition, transaction costs in foreign securities markets are likely to be higher, since brokerage commission rates in foreign countries are likely to be higher than in the United States.
Risks of Developing/Emerging Markets Countries . Each Fund may invest up to 5% of its total assets in securities of companies located in developing/emerging markets countries. Unless a Funds prospectus includes a different definition, the Funds consider developing/emerging markets countries to be those countries that are included in the MSCI Emerging Markets Index.
Investments in developing/emerging markets countries present risks in addition to, or greater than, those presented by investments in foreign issuers generally, and may include the following risks:
i. | Restriction, to varying degrees, on foreign investment in stocks; |
ii. | Repatriation of investment income, capital, and the proceeds of sales in foreign countries may require foreign governmental registration and/or approval; |
iii. | Greater risk of fluctuation in value of foreign investments due to changes in currency exchange rates, currency control regulations or currency devaluation; |
iv. | Inflation and rapid fluctuations in inflation rates may have negative effects on the economies and securities markets of certain developing/emerging markets countries; |
v. | Many of the developing /emerging markets countries securities markets are relatively small or less diverse, have low trading volumes, suffer periods of relative illiquidity, and are characterized by significant price volatility; and |
7
vi. | There is a risk in developing /emerging markets countries that a future economic or political crisis could lead to price controls, forced mergers of companies, expropriation or confiscatory taxation, seizure, nationalization, or creation of government monopolies. |
Foreign Government Obligations. Each Fund may invest in debt securities of foreign governments. Debt securities issued by foreign governments are often, but not always, supported by the full faith and credit of the foreign governments, or their subdivisions, agencies or instrumentalities, that issue them. These securities involve the risks discussed above under Foreign Securities. Additionally, the issuer of the debt or the governmental authorities that control repayment of the debt may be unwilling or unable to pay interest or repay principal when due. Political or economic changes or the balance of trade may affect a countrys willingness or ability to service its debt obligations. Periods of economic uncertainty may result in the volatility of market prices of sovereign debt obligations, especially debt obligations issued by the governments of developing countries. Foreign government obligations of developing countries, and some structures of emerging market debt securities, both of which are generally below investment grade, are sometimes referred to as Brady Bonds. The failure of a sovereign debtor to implement economic reforms, achieve specified levels of economic performance, or repay principal or interest when due may result in the cancellation of third-party commitments to lend funds to the sovereign debtor, which may impair the debtors ability or willingness to service its debts.
Foreign Exchange Transactions. Each Fund that may invest in foreign currency-denominated securities has the authority to purchase and sell put and call options on foreign currencies (foreign currency options), foreign currency futures contracts and related options, currencyrelated swaps and may engage in foreign currency transactions either on a spot (i.e., for prompt delivery and settlement) basis at the rate prevailing in the currency exchange market at the time or through forward foreign currency contracts (see Forward Foreign Currency Contracts). The use of these instruments may result in a loss by a Fund if the counterparty to the transaction (particularly with respect to OTC derivatives, as discussed further below) does not perform as promised, including because of such counterpartys bankruptcy or insolvency.
The Funds will incur costs in converting assets from one currency to another. Foreign exchange dealers may charge a fee for conversion. In addition, dealers may realize a profit based on the difference between the prices at which they buy and sell various currencies in the spot and forward markets.
A Fund will generally engage in foreign exchange transactions in order to complete a purchase or sale of foreign currency denominated securities. The Funds may also use foreign currency options, forward foreign currency contracts and currency-related swap contracts to increase or reduce exposure to a foreign currency or to shift exposure from one foreign currency to another in a cross currency hedge or to enhance returns. These transactions are intended to minimize the risk of loss due to a decline in the value of the hedged currencies; however, at the same time, they tend to limit any potential gain which might result should the value of such currencies increase. Open positions in forward foreign currency contracts used for non-hedging purposes will be covered by the segregation of a sufficient amount of liquid assets.
A Fund may purchase and sell foreign currency futures contracts and purchase and write foreign currency options to increase or decrease its exposure to different foreign currencies.
A Fund may also purchase and write foreign currency options in connection with foreign currency futures or forward foreign currency contracts. Foreign currency futures contracts are similar to forward foreign currency contracts, except that they are traded on exchanges and have standard contract sizes and delivery dates. Most currency futures contracts call for payment or delivery in U.S. dollars. The uses and risks of foreign currency futures contracts are similar to those of futures contracts relating to securities or indices (see Futures Contracts). Foreign currency futures contracts values can be expected to correlate with exchange rates but may not reflect other factors that affect the value of the Funds investments.
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Whether or not any hedging strategy will be successful is highly uncertain, and use of hedging strategies may leave a Fund in a less advantageous position than if a hedge had not been established. Moreover, it is impossible to forecast with precision the market value of portfolio securities at the expiration of a foreign currency forward contract. Accordingly, a Fund may be required to buy or sell additional currency on the spot market (and bear the expense of such transaction) if Invescos or the Sub-Advisers predictions regarding the movement of foreign currency or securities markets prove inaccurate.
Certain Funds may hold a portion of their assets in bank deposits denominated in foreign currencies, so as to facilitate investment in foreign securities as well as protect against currency fluctuations and the need to convert such assets into U.S. dollars (thereby also reducing transaction costs). To the extent these monies are converted back into U.S. dollars, the value of the assets so maintained will be affected favorably or unfavorably by changes in foreign currency exchange rates and exchange control regulations. Foreign exchange transactions may involve some of the risks of investments in foreign securities. For a discussion of tax considerations relating to foreign currency transactions, see Dividends, Distributions, and Tax Matters Tax Matters Tax Treatment of Portfolio Transactions Foreign currency transactions.
Under definitions adopted by the Commodity Futures Trading Commission (CFTC) and the U.S. Securities and Exchange Commission (SEC), non-deliverable foreign exchange forwards and OTC foreign exchange options are considered swaps. These instruments are therefore included in the definition of commodity interests for purposes of determining whether the Funds service providers qualify for certain exemptions and exclusions from regulation by the CFTC. Although forward foreign currency contracts have historically been traded in the OTC market, as swaps they may in the future be regulated to be centrally cleared and traded on public facilities. For more information, see Forward Foreign Currency Contracts and Swaps.
Exchange-Traded Funds (ETFs). Each Fund may purchase shares of exchange-traded funds (ETFs). Most ETFs are registered under the 1940 Act as investment companies, although others may not be registered as investment companies and are registered as commodity pools. Therefore, a Funds purchase of shares of an ETF may be subject to the restrictions on investments in other investment companies discussed under Other Investment Companies. ETFs have management fees, which increase their cost. Each Fund may invest in ETFs advised by unaffiliated advisers as well as ETFs advised by Invesco PowerShares Capital Management LLC (PowerShares). Invesco, the Sub-Advisers and PowerShares are affiliates of each other as they are all indirect wholly-owned subsidiaries of Invesco Ltd.
Generally, ETFs hold portfolios of securities, commodities and/or currencies that are designed to replicate, as closely as possible before expenses, the performance of a specified index. The performance results of ETFs will not replicate exactly the performance of the pertinent index due to transaction and other expenses, including fees to service providers, borne by ETFs. Furthermore, there can be no assurance that the portfolio of securities, commodities and/or currencies purchased by an ETF will replicate a particular index. Some ETFs are actively managed and instead of replicating, they seek to outperform a particular index or basket or price of a commodity or currency. ETF shares are sold to and redeemed by Authorized Participants at net asset value only in large blocks called creation units and redemption units, respectively. ETF shares also may be purchased and sold by all other investors in secondary market trading on national securities exchanges, which allows investors to purchase and sell ETF shares at their market price throughout the day.
Investments in ETFs generally present the same primary risks as an investment in a conventional mutual fund that has the same investment objective, strategy and policies. Investments in ETFs further involve the same risks associated with a direct investment in the types of securities, commodities and/or currencies included in the indices the ETFs are designed to replicate. In addition, shares of an ETF may trade at a market price that is higher or lower than their net asset value and an active trading market in such shares may not develop or continue. Moreover, trading of an ETFs shares may be halted if the
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listing exchanges officials deem such action to be appropriate, the shares are de-listed from the exchange, or the activation of market-wide circuit breakers (which are tied to large decreases in stock prices) halts stock trading generally.
U.S. Government Obligations. Each Fund may invest in U.S. Government obligations, which are obligations issued or guaranteed by the U.S. Government, its agencies and instrumentalities, and include 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. Government has 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 invest a portion of its assets in affiliated money market funds or in the types of money market instruments in which those Funds would invest or other short-term U.S. government securities for cash management purposes. Each Fund may invest up to 100% of its assets in investments that may be inconsistent with the Funds principal investment strategies for temporary defensive purposes in anticipation of or in response to adverse market, economic, political or other conditions, or atypical circumstances such as unusually large cash inflows or redemptions. As a result, the Fund may not achieve its investment objective.
Mortgage-Backed and Asset-Backed Securities. Each Fund may invest in mortgage-backed and asset-backed securities including commercial mortgage-backed securities (CMBS) and residential mortgage-backed securities (RMBS). Mortgage-backed securities are mortgage-related securities issued or guaranteed by the U.S. government, its agencies and instrumentalities, or issued by nongovernment entities, such as commercial banks and other private lenders. Mortgage-related securities represent ownership in pools of mortgage loans assembled for sale to investors by various government agencies such as the Government National Mortgage Association (GNMA) and government-related organizations such as the FNMA and the FHLMC, as well as by nongovernment issuers such as commercial banks, savings and loan institutions, mortgage bankers and private mortgage insurance companies. Although certain mortgage-related securities are guaranteed by a third party or otherwise similarly secured, the market value of the security, which may fluctuate, is not so secured. These securities differ from conventional bonds in that the principal is paid back to the investor as payments are made on the underlying mortgages in the pool. Accordingly, a Fund receives monthly scheduled payments of principal and interest along with any unscheduled principal prepayments on the underlying mortgages. Because these scheduled and unscheduled principal payments must be reinvested at prevailing interest rates, mortgage-backed securities do not provide an effective means of locking in long-term interest rates for the investor.
In addition, there are a number of important differences among the agencies and instrumentalities of the U.S. Government that issue mortgage-related securities and among the securities they issue. Mortgage-related securities issued by GNMA include GNMA Mortgage Pass-Through Certificates (also
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known as Ginnie Maes) which are guaranteed as to the timely payment of principal and interest. That guarantee is backed by the full faith and credit of the U.S. Treasury. GNMA is a corporation wholly owned by the U.S. Government within the Department of Housing and Urban Development. Mortgage-related securities issued by FNMA include FNMA Guaranteed Mortgage Pass-Through Certificates (also known as Fannie Maes) and are guaranteed as to payment of principal and interest by FNMA itself and backed by a line of credit with the U.S. Treasury. FNMA is a government-sponsored entity wholly owned by public stockholders. Mortgage-related securities issued by FHLMC include FHLMC Mortgage Participation Certificates (also known as Freddie Macs) guaranteed as to payment of principal and interest by FHLMC itself and backed by a line of credit with the U.S. Treasury. FHLMC is a government-sponsored entity wholly owned by public stockholders.
On September 7, 2008, FNMA and FHLMC were placed under the conservatorship of the Federal Housing Finance Agency (FHFA) to provide stability in the financial markets, mortgage availability and taxpayer protection by preserving FNMA and FHLMCs assets and property and putting FNMA and FHLMC in a sound and solvent position. Under the conservatorship, the management of FNMA and FHLMC was replaced.
Since 2009, both FNMA and FHLMC have received significant capital support through U.S. Treasury preferred stock purchases and Federal Reserve purchases of the entities mortgage-backed securities.
In February 2011, the Obama Administration produced a report to Congress outlining proposals to wind down FNMA and FHLMC and reduce the governments role in the mortgage market. Discussions among policymakers continue, however, as to whether FNMA and FHLMC should be nationalized, privatized, restructured, or eliminated altogether. FNMA and FHLMC also are the subject of several continuing legal actions and investigations over certain accounting, disclosure or corporate governance matters, which (along with any resulting financial restatements) may continue to have an adverse effect on the guaranteeing entities. Importantly, the future of the entities is in question as the U.S. Government considers multiple options regarding the future of FNMA and FHLMC.
Asset-backed securities are structured like mortgage-backed securities, but instead of mortgage loans or interests in mortgage loans, the underlying assets may include such items as motor vehicle installment sales contracts or installment loan contracts, leases of various types of real and personal property, and receivables from credit card agreements and from sales of personal property. Regular payments received on asset-backed securities include both interest and principal. Asset-backed securities typically have no U.S. Government backing. Additionally, the ability of an issuer of asset-backed securities to enforce its security interest in the underlying assets may be limited.
If a Fund purchases a mortgage-backed or other asset-backed security at a premium, the premium may be lost if there is a decline in the market value of the security whether resulting from changes in interest rates or payments in the underlying collateral. As with other interest-bearing securities, the prices of such securities are inversely affected by changes in interest rates. Although the value of a mortgage-backed or other asset-backed security may decline when interest rates rise, the converse is not necessarily true, since in periods of declining interest rates the mortgages and loans underlying the securities are prone to prepayment, thereby shortening the average life of the security and shortening the period of time over which income at the higher rate is received. When interest rates are rising, the rate of prepayment tends to decrease, thereby lengthening the period of time over which income at the lower rate is received. For these and other reasons, a mortgage-backed or other asset-backed securitys average maturity may be shortened or lengthened as a result of interest rate fluctuations and, therefore, it is not possible to predict accurately the securitys return. In addition, while the trading market for short-term mortgages and asset-backed securities is ordinarily quite liquid, in times of financial stress the trading market for these securities may become restricted.
CMBS and RMBS generally offer a higher rate of interest than government and government-related mortgage-backed securities because there are no direct or indirect government or government agency guarantees of payment. The risk of loss due to default on CMBS and RMBS is historically higher
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because neither the U.S. Government nor an agency or instrumentality have guaranteed them. CMBS and RMBS whose underlying assets are neither U.S. Government securities nor U.S. Government-insured mortgages, to the extent that real properties securing such assets may be located in the same geographical region, may also be subject to a greater risk of default than other comparable securities in the event of adverse economic, political or business developments that may affect such region and, ultimately, the ability of property owners to make payments of principal and interest on the underlying mortgages. Non-government mortgage-backed securities are generally subject to greater price volatility than those issued, guaranteed or sponsored by government entities because of the greater risk of default in adverse market conditions. Where a guarantee is provided by a private guarantor, the Fund is subject to the credit risk of such guarantor, especially when the guarantor doubles as the originator.
Bank Instruments . Bank instruments are unsecured interest bearing bank deposits. Bank instruments include, but are not limited to, certificates of deposits, time deposits, and bankers acceptances from U.S. or foreign banks, as well as Eurodollar certificates of deposit (Eurodollar CDs) and Eurodollar time deposits of foreign branches of domestic banks. Some certificates of deposit are negotiable interest-bearing instruments with a specific maturity issued by banks and savings and loan institutions in exchange for the deposit of funds, and can typically be traded in the secondary market prior to maturity. Other certificates of deposit, like time deposits, are non-negotiable receipts issued by a bank in exchange for the deposit of funds which earns a specified rate of interest over a definite period of time; however, it cannot be traded in the secondary market. A bankers acceptance is a bill of exchange or time draft drawn on and accepted by a commercial bank.
An investment in Eurodollar CDs or Eurodollar time deposits may involve some of the same risks that are described for Foreign Securities.
Investment Grade Debt Obligations. Each Fund may invest in U.S. dollar-denominated debt obligations issued or guaranteed by U.S. corporations or U.S. commercial banks, U.S. dollar-denominated obligations of foreign issuers and debt obligations of foreign issuers denominated in foreign currencies. Debt obligations include, among others, bonds, notes, debentures and variable rate demand notes. The Adviser considers investment grade securities to include: (i) securities rated BBB- or higher by Standard & Poors Rating Service (S&P) or Baa3 or higher by Moodys Investor Service Inc. (Moodys) or an equivalent rating by another nationally recognized statistical rating organization (NRSRO), (ii) securities with comparable short-term NRSRO ratings, or (iii) unrated securities determined by the Adviser to be of comparable quality, each at the time of purchase. The description of debt securities ratings may be found in Appendix A.
In choosing corporate debt securities on behalf of a Fund, portfolio managers may consider:
(i) | general economic and financial conditions; |
(ii) | the specific issuers (a) business and management, (b) cash flow, (c) earnings coverage of interest and dividends, (d) ability to operate under adverse economic conditions, (e) fair market value of assets, and (f) in the case of foreign issuers, unique political, economic or social conditions applicable to such issuers country; and, |
(iii) | other considerations deemed appropriate. |
Debt securities are subject to a variety of risks, such as interest rate risk, income risk, prepayment risk, inflation risk, credit risk, currency risk and default risk.
Real Estate Investment Trusts (REITs). Each Fund may invest in equity interests and/or debt obligations issued by REITs.
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REITs are trusts that sell equity or debt securities to investors and use the proceeds to invest in real estate or interests therein. A REIT may focus on particular projects, such as apartment complexes, or geographic regions, such as the southeastern United States or both. Equity REITs invest the majority of their assets directly in real property and derive income primarily from the collection of rents. Equity REITs can also realize capital gains by selling property that has appreciated in value. Mortgage REITs invest the majority of their assets in real estate mortgages and derive income from the collection of interest payments.
Investments in REITs may be subject to many of the same risks as direct investments in real estate. These risks include difficulties in valuing and trading real estate, declines in the value of real estate, risks related to general and local economic conditions, adverse changes in the climate for real estate, environmental liability risks, increases in property taxes and operating expenses, changes in zoning laws, casualty or condemnation losses, limitations on rents, changes in neighborhood values, the appeal of properties to tenants, heavy cash flow dependency and increases in interest rates. To the extent that a Fund invests in REITs, the Fund could conceivably own real estate directly as a result of a default on the REIT interests or obligations it owns.
In addition to the risks of direct real estate investment described above, equity REITs may be affected by any changes in the value of the underlying property owned by the trusts, while mortgage REITs may be affected by the quality of any credit extended. REITs are also subject to the following risks: they are dependent upon management skill and on cash flows; are not diversified; are subject to defaults by borrowers, self-liquidation, and the possibility of failing to maintain an exemption from the 1940 Act; and are subject to interest rate risk. A Fund that invests in REITs will bear a proportionate share of the expenses of the REITs.
Furthermore, for tax reasons, a REIT may impose limits on how much of its securities any one investor may own. These ownership limitations (also called excess share provisions) may be based on ownership of securities by multiple funds and accounts managed by the same investment adviser and typically result in adverse consequences (such as automatic divesture of voting and dividend rights for shares that exceed the excess share provision) to investors who exceed the limit. A REITs excess share provision may result in a Fund being unable to purchase (or otherwise obtain economic exposure to) the desired amounts of certain REITs. In some circumstances, a Fund may seek and obtain a waiver from a REIT to exceed the REITs ownership limitations without being subject to the adverse consequences of exceeding such limit were a waiver not obtained, provided that the Fund complies with the provisions of the waiver.
Other Investment Companies. Unless otherwise indicated in this SAI or a Funds prospectus, each Fund may purchase shares of other investment companies, including ETFs. 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 in 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.
Master Limited Partnerships (MLP s). Invesco Charter Fund and Invesco Diversified Dividend Fund may invest in MLPs.
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An MLP is a public limited partnership. Although the characteristics of MLPs closely resemble a traditional limited partnership, a major difference is that MLPs may trade on a public exchange or in the over-the-counter market. The ability to trade on a public exchange or in the over-the-counter market provides a certain amount of liquidity not found in many limited partnership investments. However, MLP interests may be less liquid than conventional publicly traded securities.
The risks of investing in an MLP are similar to those of investing in a partnership and include more flexible governance structures, which could result in less protection for the MLP investor than investors in a corporation. Investors in an MLP would normally not be liable for the debts of the MLP beyond the amount that the investor has contributed but investors may not be shielded to the same extent that a shareholder of a corporation would be.
MLPs are generally considered interest-rate sensitive investments. During periods of interest rate volatility, these investments may not provide attractive returns.
Forward Commitments, When-Issued and Delayed Delivery Securities. Each Fund other than Invesco Summit Fund may purchase or sell securities on a forward commitment, when-issued or delayed-delivery basis.
Securities purchased or sold on a forward commitment, when-issued or delayed delivery basis involve delivery and payment that take place in the future after the date of the commitment to purchase or sell the securities at a pre-determined price and/or yield. Settlement of such transactions normally occurs a month or more after the purchase or sale commitment is made. Typically, no interest accrues to the purchaser until the security is delivered. Forward commitments also include to be announced (TBA) synthetic securities, which are contracts for the purchase or sale of mortgage-backed securities to be delivered at a future agreed upon date, whereby the specific mortgage pool numbers or the number of pools that will be delivered to fulfill the trade obligation or terms of the contract are unknown at the time of the trade. A Fund may also enter into buy/sell back transactions (a form of delayed delivery agreement). In a buy/sell back transaction, a Fund enters a trade to sell securities at one price and simultaneously enters a trade to buy the same securities at another price for settlement at a future date. Although a Fund generally intends to acquire or dispose of securities on a forward commitment, when-issued or delayed delivery basis, a Fund may sell these securities or its commitment before the settlement date if deemed advisable.
When purchasing a security on a forward commitment, when-issued or delayed-delivery basis, a Fund assumes the rights and risks of ownership of the security, including the risk of price and yield fluctuation, and takes such fluctuations into account when determining its net asset value. Securities purchased on a forward commitment, when-issued or delayed-delivery basis are subject to changes in value based upon the publics perception of the creditworthiness of the issuer and changes, real or anticipated, in the level of interest rates. Accordingly, securities acquired on such a basis may expose a Fund to risks because they may experience such fluctuations prior to actual delivery. Purchasing securities on a forward commitment, when-issued or delayed delivery basis may involve the additional risk that the yield available in the market when the delivery takes place actually may be higher than that obtained in the transaction itself.
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.
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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.
Short Sales. Each Fund may engage in short sales. A Fund will not sell a security short if, as a result of such short sale, the aggregate market value of all securities sold short exceeds 10% of the Funds total assets. This limitation does not apply to short sales against the box.
A short sale involves the sale of a security which a Fund does not own in the hope of purchasing the same security at a later date at a lower price. To make delivery to the buyer, a Fund must borrow the security from a broker. The Fund normally closes a short sale by purchasing an equivalent number of shares of the borrowed security on the open market and delivering them to the broker. A short sale is typically affected when the Adviser believes that the price of a particular security will decline. Open short positions using options, futures, swaps or forward foreign currency contracts are not deemed to constitute selling securities short.
To secure its obligation to deliver the securities sold short to the broker, a Fund will be required to deposit cash or liquid securities with the broker. In addition, the Fund may have to pay a premium to borrow the securities, and while the loan of the security sold short is outstanding, the Fund is required to pay to the broker the amount of any dividends paid on shares sold short. In addition to maintaining collateral with the broker, a Fund will earmark or segregate an amount of cash or liquid securities equal to the difference, if any, between the current market value of the securities sold short and any cash or liquid securities deposited as collateral with the broker-dealer in connection with the short sale. The collateral will be marked to market daily. The amounts deposited with the broker or segregated with the custodian do not have the effect of limiting the amount of money that the Fund may lose on a short sale. Short sale transactions covered in this manner are not considered senior securities and are not subject to the Funds fundamental investment limitations on senior securities and borrowings.
Short positions create a risk that a Fund will be required to cover them by buying the security at a time when the security has appreciated in value, thus resulting in a loss to the Fund. A short position in a security poses more risk than holding the same security long. Because a short position loses value as the securitys price increases, the loss on a short sale is theoretically unlimited. The loss on a long position is limited to what the Fund originally paid for the security together with any transaction costs. The Fund may not always be able to borrow a security the Fund seeks to sell short at a particular time or at an acceptable price. It is possible that the market value of the securities the Fund holds in long positions will decline at the same time that the market value of the securities the Fund has sold short increases, thereby increasing the Funds potential volatility. The Fund will incur transaction costs including interest expenses, in connection with opening, maintaining, and closing short sales against the
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box. In addition, the Fund may be required to pay dividends, interest, premiums and other expenses in connection with a short sale. Any benefit for the Fund resulting from the short sale will be decreased, and the amount of any ultimate gain or loss will be decreased or increased, respectively, by the amount of such expenses.
The Fund may also enter into short sales against the box. Short sales against the box are short sales of securities that a Fund owns or has the right to obtain (equivalent in kind or amount of the securities sold short). If a Fund enters into a short sale against the box, it will be required to set aside securities equivalent in kind and amount to the securities sold short (or securities convertible or exchangeable into such securities) and will be required to hold such securities while the short sale is outstanding. The Fund will incur transaction costs including interest expenses, in connection with opening, maintaining, and closing short sales against the box.
Short sales against the box result in a constructive sale and require a Fund to recognize any taxable gain unless an exception to the constructive sale applies. See Dividends, Distributions and Tax Matters Tax Matters Tax Treatment of Portfolio Transactions Options, futures, forward contracts, swap agreements and hedging transactions.
Margin Transactions. None of the Funds will purchase any security on margin, except that each Fund may obtain such short-term credits as may be necessary for the clearance of purchases and sales of portfolio securities. The payment by a Fund of initial or variation margin in connection with futures, swaps or related options transactions and the use of a reverse repurchase agreement to finance the purchase of a security will not be considered the purchase of a security on margin.
Interfund Loans. The SEC has issued an exemptive order permitting the Invesco Funds to borrow money from and lend money to each other for temporary or emergency purposes. The Invesco Funds interfund lending program is subject to a number of conditions, including the requirements that: (1) an interfund loan generally will occur only if the interest rate on the loan is more favorable to the borrowing fund than the interest rate typically available from a bank for a comparable transaction and the rate is more favorable to the lending fund than the rate available on overnight repurchase transactions; (2) an Invesco Fund may not lend more than 15% of its net assets through the program (measured at the time of the last loan); and (3) an Invesco Fund may not lend more than 5% of its net assets to another Invesco Fund through the program (measured at the time of the loan). 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 limited to an amount not exceeding 33 1/3% of a Funds total assets (including the amount borrowed) less liabilities (other than borrowings). Any borrowings that exceed this amount will be reduced within three business days to the extent necessary to comply with the 33 1/3% limitation even if it is not advantageous to sell securities at that time.
If there are unusually heavy redemptions, a Fund may have to sell a portion of its investment portfolio at a time when it may not be advantageous to do so. Selling Fund securities under these circumstances may result in a lower net asset value per share or decreased dividend income, or both. Invesco and the Sub-Advisers believe that, in the event of abnormally heavy redemption requests, a Funds borrowing ability would help to mitigate any such effects and could make the forced sale of their portfolio securities less likely.
The Funds may borrow from a bank, broker-dealer, or an Invesco Fund. Additionally, the Funds are permitted to temporarily carry a negative or overdrawn balance in their account with their custodian bank. To compensate the custodian bank for such overdrafts, the Funds may either (i) leave Funds as a compensating balance in their account so the custodian bank can be compensated by earning interest on
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such Funds; or (ii) compensate the custodian bank by paying it an agreed upon rate. A Fund may not purchase additional securities when any borrowings from banks or broker-dealers exceed 5% of the Funds total assets or when any borrowings from an Invesco Fund are outstanding.
Lending Portfolio Securities. Each Fund may lend its portfolio securities (principally to broker-dealers) to generate additional income. Such loans are callable at any time and are continuously secured by segregated collateral equal to no less than the market value, determined daily, of the loaned securities. Such collateral will be cash, letters of credit, or debt securities issued or guaranteed by the U.S. Government or any of its agencies. Each Fund may lend portfolio securities to the extent of one-third of its total assets. A Fund will loan its securities only to parties that Invesco has determined are in good standing and when, in Invescos judgment, the income earned would justify the risks.
A Fund will not have the right to vote securities while they are on loan, but it can call a loan in anticipation of an important vote. The Fund would receive income in lieu of dividends on loaned securities and may, at the same time, generate income on the loan collateral or on the investment of any cash collateral.
If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund could experience delays and costs in recovering securities loaned or gaining access to the collateral. If the Fund is not able to recover the securities loaned, the Fund may sell the collateral and purchase a replacement security in the market. Lending securities entails a risk of loss to the Fund if and to the extent that the market value of the loaned securities increases and the collateral is not increased accordingly.
Any cash received as collateral for loaned securities will be invested, in accordance with a Funds investment guidelines, in short-term money market instruments or Affiliated Money Market Funds. Investing this cash subjects that investment to market appreciation or depreciation. For purposes of determining whether a Fund is complying with its investment policies, strategies and restrictions, the Fund will consider the loaned securities as assets of the Fund, but will not consider any collateral received as a Fund asset. The Fund will bear any loss on the investment of cash collateral.
For a discussion of tax considerations relating to lending portfolio securities, see Dividends, Distributions and Tax Matters Tax Matters Tax Treatment of Portfolio Transactions Securities lending.
Repurchase Agreements. Each Fund may engage in repurchase agreement transactions involving the types of securities in which it is permitted to invest. Repurchase agreements are agreements under which a Fund acquires ownership of a security from a broker-dealer or bank that agrees to repurchase the security at a mutually agreed upon time and price (which is higher than the purchase price), thereby determining the yield during a Funds holding period. A Fund may enter into a continuing contract or open repurchase agreement under which the seller is under a continuing obligation to repurchase the underlying securities from the Fund on demand and the effective interest rate is negotiated on a daily basis. Repurchase agreements may be viewed as loans made by a Fund which are collateralized by the securities subject to repurchase.
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. A Fund may engage in repurchase agreements collateralized by securities that are rated investment grade and below investment grade by the requisite NRSROs or underrated securities of comparable quality, loan participations and equities.
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
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repurchase agreements, if the seller of a repurchase agreement should be involved in bankruptcy or insolvency proceedings, a Fund may incur delay and costs in selling the underlying security or may suffer a loss of principal and interest if the value of the underlying security declines. The securities underlying a repurchase agreement will be marked-to-market every business day so that the value of such securities is at least equal to the investment value of the repurchase agreement, including any accrued interest thereon. The Funds may enter into repurchase agreements that involve securities that would be subject to a court stay in the event of the sellers bankruptcy or insolvency. A stay will prevent a Fund from selling the securities it holds under a repurchase agreement until permitted by a court. In these situations a Fund will be subject to greater risk that the value of the securities will decline before they are sold, and that the Fund will experience a loss.
The securities underlying a repurchase agreement will be marked-to-market every business day so that the value of such securities is at least equal to the investment value of the repurchase agreement, including any accrued interest thereon. Custody of the securities will be maintained by the Funds custodian or sub-custodian for the duration of the agreement.
The Funds may invest their cash balances in joint accounts with other Invesco Funds for the purpose of investing in repurchase agreements with maturities not to exceed 60 days, and in certain other money market instruments with remaining maturities not to exceed 90 days. Repurchase agreements may be considered loans by a Fund under the 1940 Act.
Invesco Charter Fund may enter into repurchase agreements (at any time up to 50% of its total net assets), using only U.S. Government Securities, for the sole purpose of increasing its yield on idle cash.
Restricted and Illiquid Securities. Each Fund may invest up to 15% of its net assets in securities that are illiquid.
Illiquid securities are securities that cannot be disposed of within seven days in the normal course of business at approximately the price at which they are valued. Illiquid securities may include a wide variety of investments, such as: (1) repurchase agreements maturing in more than seven days (unless the agreements have demand/redemption features); (2) OTC options contracts and certain other derivatives (including certain swap agreements); (3) fixed time deposits that are not subject to prepayment or that provide for withdrawal penalties upon prepayment (other than overnight deposits); (4) loan interests and other direct debt instruments; (5) municipal lease obligations; (6) commercial paper issued pursuant to Section 4(2) of the Securities Act of 1933, as amended (the 1933 Act); and (7) securities that are unregistered, that can be sold to qualified institutional buyers in accordance with Rule 144A under the 1933 Act, or that are exempt from registration under the 1933 Act, as amended, or otherwise restricted under the federal securities laws.
Limitations on the resale of restricted securities may have an adverse effect on their marketability, which may prevent a Fund from disposing of them promptly at reasonable prices. The Fund may have to bear the expense of registering such securities for resale, and the risk of substantial delays in effecting such registrations. A Funds difficulty valuing and selling illiquid securities may result in a loss or be costly to the Fund.
If a substantial market develops for a restricted security or other illiquid investment held by a Fund, it may be treated as a liquid security, in accordance with procedures and guidelines approved by the Board. While Invesco monitors the liquidity of restricted securities on a daily basis, the Board oversees and retains ultimate responsibility for Invescos liquidity determinations. Invesco considers various factors when determining whether a security is liquid, including the frequency of trades, availability of quotations and number of dealers or qualified institutional buyers in the market.
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A derivative is a financial instrument whose value is dependent upon the value of other assets, rates or indices, referred to as underlying reference assets. These underlying reference assets may include, among others, commodities, stocks, bonds, interest rates, currency exchange rates or related indices. Derivatives include swaps, options, futures and forward foreign currency contracts. Some derivatives, such as futures and certain options, are traded on U.S. commodity and securities exchanges, while other derivatives, such as many types of swap agreements, are privately negotiated and entered into in the OTC market. In addition, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the Dodd-Frank Act) and implementing rules require many types of swaps to be traded on public facilities and centrally cleared.
Derivatives may be used for hedging, which means that they may be used when the portfolio manager seeks to protect the Funds investments from a decline in value, which could result from changes in interest rates, market prices, currency fluctuations and other market factors. Derivatives may also be used when the portfolio managers seek to increase liquidity, implement a tax or cash management strategy, invest in a particular stock, bond or segment of the market in a more efficient or less expensive way, modify the characteristics of the Funds portfolio investments, for example, duration, and/or to enhance return. However derivatives are used, their successful use is not assured and will depend upon, among other factors, the portfolio managers ability to predict and understand relevant market movements.
Because certain derivatives involve leverage, that is, the amount invested may be smaller than the full economic exposure of the derivative instrument and the Fund could lose more than it invested, federal securities laws, regulations and guidance may require the Fund to earmark assets, to reduce the risks associated with derivatives, or to otherwise hold instruments that offset the Funds current obligations under the derivatives instrument. This process is known as cover. A Fund will not enter into any derivative transaction unless it can comply with SEC guidance regarding cover, and, if SEC guidance so requires, a Fund will earmark cash or liquid assets with a value at least sufficient to cover its current obligations under a derivative transaction or otherwise cover the transaction in accordance with applicable SEC guidance. If a large portion of a Funds assets is used for cover, it could affect portfolio management or the Funds ability to meet redemption requests or other current obligations. The leverage involved in certain derivative transactions may result in a Funds net asset value being more sensitive to changes in the value of the related investment.
Commodity Exchange Act (CEA) Regulation and Exclusions:
Exclusion of Adviser from commodity pool operator definition: With respect to the Funds, Invesco has claimed an exclusion from the definition of commodity pool operator (CPO) under the CEA and the rules of the CFTC and, therefore, is not subject to CFTC registration or regulation as a CPO. In addition, Invesco is relying upon a related exclusion from the definition of commodity trading advisor (CTA) under the CEA and the rules of the CFTC with respect to the Funds.
The terms of the CPO exclusion require the Funds, among other things, to adhere to certain limits on its investments in commodity interests. Commodity interests include commodity futures, commodity options and swaps, which in turn include non-deliverable forwards, as further described below. Because Invesco and the Funds intend to comply with the terms of the CPO exclusion, the Funds may, in the future, need to adjust their investment strategies, consistent with its investment objective, to limit its investments in these types of instruments. The Funds are not intended as a vehicle for trading in the commodity futures, commodity options or swaps markets. The CFTC has neither reviewed nor approved Invescos reliance on these exclusions, or the Funds, their investment strategies or this SAI.
Generally, the exclusion from CPO regulation on which Invesco relies requires the Funds to meet one of the following tests for its commodity interest positions, other than positions entered into for bona fide hedging purposes (as defined in the rules of the CFTC): either (1) the aggregate initial margin and premiums required to establish the Funds positions in commodity interests may not exceed 5% of the
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liquidation value of the Funds portfolio (after taking into account unrealized profits and unrealized losses on any such positions); or (2) the aggregate net notional value of the Funds commodity interest positions, determined at the time the most recent such position was established, may not exceed the liquidation value of the Funds portfolio (after taking into account unrealized profits and unrealized losses on any such positions). In addition to meeting one of these trading limitations, the Funds may not market themselves as commodity pools or otherwise as a vehicles for trading in the commodity futures, commodity options or swaps markets. If, in the future, a Fund can no longer satisfy these requirements, Invesco would withdraw its notice claiming an exclusion from the definition of a CPO, and Invesco would be subject to registration and regulation as a CPO with respect to the Fund in accordance with the CFTC rules that allow for substituted compliance with CFTC disclosure and shareholder reporting requirements based on Invescos compliance and comparable SEC requirements. However, as a result of CFTC regulation with respect to the Fund, the Fund may incur additional compliance and other expenses.
General risks associated with derivatives:
The use by Funds of derivatives may involve certain risks, as described below.
Counterparty Risk : The risk that the counterparty under a derivatives agreement will not live up to its obligations, including because of the counterpartys bankruptcy or insolvency. Certain agreements may not contemplate delivery of collateral to support fully a counterpartys contractual obligations; therefore, a Fund might need to rely on contractual remedies to satisfy the counterpartys full obligation. As with any contractual remedy, there is no guarantee that a Fund will be successful in pursuing such remedies, particularly in the event of the counterpartys bankruptcy. The agreement may allow for netting of the counterpartys obligations with respect to a specific transaction, in which case a Funds obligation or right will be the net amount owed to or by the counterparty. The Fund will not enter into a derivative transaction with any counterparty that Invesco and/or the Sub-Advisers believe does not have the financial resources to honor its obligations under the transaction. Invesco monitors the financial stability of counterparties. Where the obligations of the counterparty are guaranteed, Invesco monitors the financial stability of the guarantor instead of the counterparty. If a counterpartys credit worthiness declines, the value of the derivative would also likely decline, potentially resulting in losses to a Fund.
A Fund will not enter into a transaction with any single counterparty if the net amount owed or to be received under existing transactions under the agreements with that counterparty would exceed 5% of the Funds net assets determined on the date the transaction is entered into or as otherwise permitted by law.
Leverage Risk : Leverage exists when a Fund can lose more than it originally invests because it purchases or sells an instrument or enters into a transaction without investing an amount equal to the full economic exposure of the instrument or transaction. A Fund segregates or earmarks assets or otherwise covers transactions that may give rise to leverage. Leverage may cause a Fund to be more volatile because it may exaggerate the effect of any increase or decrease in the value of the Funds portfolio securities. The use of some derivatives may result in economic leverage, which does not result in the possibility of a Fund incurring obligations beyond its initial investment, but that nonetheless permits the Fund to gain exposure that is greater than would be the case in an unlevered instrument. The Funds do not segregate or otherwise cover investments in derivatives with economic leverage.
Liquidity Risk : The risk that a particular derivative is difficult to sell or liquidate. If a derivative transaction is particularly large or if the relevant market is illiquid, it may not be possible to initiate a transaction or liquidate a position at an advantageous time or price, which may result in significant losses to the Fund.
Pricing Risk : The risk that the value of a particular derivative does not move in tandem or as otherwise expected relative to the corresponding underlying instruments.
Risks of Potential Increased Regulation of Derivatives : The regulation of derivatives is a rapidly changing area of law and is subject to modification by government and judicial action. In addition, the
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SEC, CFTC and the exchanges are authorized to take extraordinary actions in the event of a market emergency, including, for example, the implementation or reduction of speculative position limits, the implementation of higher margin requirements, the establishment of daily price limits and the suspension of trading.
It is not possible to predict fully the effects of current or future regulation. However, it is possible that developments in government regulation of various types of derivative instruments, such as speculative position limits on certain types of derivatives, or limits or restrictions on the counterparties with which the Funds engage in derivative transactions, may limit or prevent a Fund from using or limit a Funds use of these instruments effectively as a part of its investment strategy, and could adversely affect a Funds ability to achieve its investment objective. Invesco will continue to monitor developments in the area, particularly to the extent regulatory changes affect a Funds ability to enter into desired swap agreements. New requirements, even if not directly applicable to a Fund, may increase the cost of a Funds investments and cost of doing business.
Regulatory Risk : The risk that a change in laws or regulations will materially impact a security or market.
Tax Risks : For a discussion of the tax considerations relating to derivative transactions, see Dividends, Distributions and Tax Matters Tax Matters Tax Treatment of Portfolio Transactions.
General risks of hedging strategies using derivatives:
The use by the Funds of hedging strategies involves special considerations and risks, as described below.
Successful use of hedging transactions depends upon Invescos and the Sub-Advisers ability to predict correctly the direction of changes in the value of the applicable markets and securities, contracts and/or currencies. While Invesco and the Sub-Advisers are experienced in the use of derivatives for hedging, there can be no assurance that any particular hedging strategy will succeed.
In a hedging transaction, there might be imperfect correlation, or even no correlation, between the price movements of an instrument used for hedging and the price movements of the investments being hedged. Such a lack of correlation might occur due to factors unrelated to the value of the investments being hedged, such as changing interest rates, market liquidity, and speculative or other pressures on the markets in which the hedging instrument is traded.
Hedging strategies, if successful, can reduce risk of loss by wholly or partially offsetting the negative effect of unfavorable price movements in the investments being hedged. However, hedging strategies can also reduce opportunity for gain by offsetting the positive effect of favorable price movements in the hedged investments. Investors should bear in mind that no Fund is obligated to actively engage in hedging. For example, a Fund may not have attempted to hedge its exposure to a particular foreign currency at a time when doing so might have avoided a loss.
Types of derivatives:
Swaps. Each Fund may engage in certain strategies involving swaps to attempt to manage the risk of their investments or, in certain circumstances, for investment purposes (e.g., as a substitute for investing in securities). All Funds may enter into swap agreements.
Generally, swap agreements are contracts between a Fund and another party (the counterparty) involving the exchange of payments on specified terms over periods ranging from a few days to multiple years. A swap agreement may be negotiated bilaterally and traded OTC between the two parties (for an uncleared swap) or, in some instances, must be transacted through a futures commission merchant (FCM) and cleared through a clearing house that serves as a central counterparty (for a cleared swap). In a basic swap transaction, the Fund agrees with its counterparty to exchange the returns (or differentials
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in returns) and/or cash flows earned or realized on a particular asset such as an equity or debt security, commodity, currency, interest rate or index, calculated with respect to a notional amount. The notional amount is the set amount selected by the parties to use as the basis on which to calculate the obligations that the parties to a swap agreement have agreed to exchange. The parties typically do not exchange the notional amount. Instead, they agree to exchange the returns that would be earned or realized if the notional amount were invested in given investments or at given interest rates. Examples of returns that may be exchanged in a swap agreement are those of a particular security, a particular fixed or variable interest rate, a particular foreign currency, or a basket of securities representing a particular index. Swap agreements can also be based on credit and other events. In some cases, such as cross currency swaps, the swap agreement may require delivery (exchange) of the entire notional value of one designated currency for another designated currency.
New swaps regulation . The Dodd-Frank Act and related regulatory developments have imposed comprehensive new regulatory requirements on swaps and swap market participants. The new regulatory framework includes: (1) registration and regulation of swap dealers and major swap participants; (2) requiring central clearing and execution of standardized swaps; (3) imposing margin requirements in swap transactions; (4) regulating and monitoring swap transactions through position limits and large trader reporting requirements; and (5) imposing record keeping and centralized and public reporting requirements, on an anonymous basis, for most swaps. The CFTC is responsible for the regulation of most swaps, and has completed most of its rules implementing the Dodd-Frank Act swap regulations. The SEC has jurisdiction over a small segment of the market referred to as security-based swaps, which includes swaps on single securities or credits, or narrow-based indices of securities or credits, but has not yet completed its rulemaking.
Uncleared swaps. In an uncleared swap, the swap counterparty is typically a brokerage firm, bank or other financial institution. In the event that one party to the swap transaction defaults, and the transaction is terminated prior to its scheduled termination date, one of the parties may be required to make an early termination payment to the other. An early termination payment may be payable by either the defaulting party or the non-defaulting party, under certain circumstances depending upon which of them is in-the-money with respect to the swap at the time of termination. Early termination payments may be calculated in various ways, but generally represent the amount that the in-the-money party would have to pay to replace the swap as of the date of its termination.
During the term of an uncleared swap, a Fund is usually required to pledge to the swap counterparty, from time to time, an amount of cash and/or other assets equal to the total net amount (if any) that would be payable by the Fund to the counterparty if the swap were terminated on the date in question, including any early termination payments. Periodically, changes in the amount pledged are made to recognize changes in value of the contract resulting from, among other things, interest on the notional value of the contract, market value changes in the underlying investment, and/or dividends paid by the issuer of the underlying instrument. Likewise, the counterparty may be required to pledge cash or other assets to cover its obligations to a Fund. However, the amount pledged may not always be equal to or more than the amount due to the other party. Therefore, if a counterparty defaults in its obligations to a Fund, the amount pledged by the counterparty and available to the Fund may not be sufficient to cover all the amounts due to the Fund and the Fund may sustain a loss.
Currently, the Funds do not typically provide initial margin in connection with uncleared swaps. However, rules requiring both initial and variation margin to be posted by certain market participants for uncleared swaps have been adopted and will become effective as to various market participants over time. When these rules take effect with respect to the Funds, they may be required to post both initial margin and variation margin.
Uncleared swaps are not traded on exchanges. As a result, swap participants may not be as protected as participants on organized exchanges. Performance of a swap agreement is the responsibility only of the swap counterparty and not of any exchange or clearinghouse. As a result, a Fund is subject to the risk that a counterparty will be unable or will refuse to perform under such agreement, including because of the counterpartys bankruptcy or insolvency. The Fund risks the loss of the accrued but
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unpaid amounts under a swap agreement, which could be substantial, in the event of a default, insolvency or bankruptcy by a swap counterparty. In such an event, the Fund will have contractual remedies pursuant to the swap agreements, but bankruptcy and insolvency laws could affect the Funds rights as a creditor. If the counterpartys creditworthiness declines, the value of a swap agreement would likely decline, potentially resulting in losses.
Cleared Swaps. Certain standardized swaps are subject to mandatory central clearing and exchange trading. Central clearing is intended to reduce counterparty credit risk and increase liquidity, but central clearing does not eliminate these risks and may involve additional costs and risks not involved with uncleared swaps. The Dodd-Frank Act and related regulatory developments will ultimately require the clearing and exchange-trading of many swaps. Mandatory exchange-trading and clearing will occur on a phased-in basis based on the type of market participant and CFTC approval of contracts for central clearing and public trading facilities making such cleared swaps available to trade. To date, the CFTC has designated only certain of the most common credit default index swaps and certain interest rate swaps as subject to mandatory clearing and certain public trading facilities have made these swaps available to trade, but it is expected that additional categories of swaps will in the future be designated as subject to mandatory clearing and trade execution requirements.
In a cleared swap, a Funds ultimate counterparty is a central clearinghouse rather than a brokerage firm, bank or other financial institution. Cleared swaps are submitted for clearing through each partys FCM, which must be a member of the clearinghouse that serves as the central counterparty.
When a Fund enters into a cleared swap, it must deliver to the central counterparty (via the FCM) an amount referred to as initial margin. Initial margin requirements are determined by the central counterparty and are typically calculated as an amount equal to the volatility in market value of the cleared swap over a fixed period, but an FCM may require additional initial margin above the amount required by the central counterparty. During the term of the swap agreement, a variation margin amount may also be required to be paid by the Fund or may be received by the Fund in accordance with margin controls set for such accounts. If the value of the Funds cleared swap declines, the Fund will be required to make additional variation margin payments to the FCM to settle the change in value. Conversely, if the market value of the Funds position increases, the FCM will post additional variation margin to the Funds account. At the conclusion of the term of the swap agreement, if the Fund has a loss equal to or greater than the margin amount, the margin amount is paid to the FCM along with any loss in excess of the margin amount. If the Fund has a loss of less than the margin amount, the excess margin is returned to the Fund. If the Fund has a gain, the full margin amount and the amount of the gain is paid to the Fund.
Central clearing is designed to reduce counterparty credit risk and increase liquidity compared to uncleared swaps because central clearing interposes the central clearinghouse as the counterparty to each participants swap, but it does not eliminate those risks completely. There is also a risk of loss by a Fund of the initial and variation margin deposits in the event of bankruptcy of the FCM with which the Fund has an open position, or the central counter party in a swap contract. The assets of a Fund may not be fully protected in the event of the bankruptcy of the FCM or central counterparty because the Fund might be limited to recovering only a pro rata share of all available funds and margin segregated on behalf of an FCMs customers. If the FCM does not provide accurate reporting, a Fund is also subject to the risk that the FCM could use the Funds assets, which are held in an omnibus account with assets belonging to the FCMs other customers, to satisfy its own financial obligations or the payment obligations of another customer to the central counterparty. Credit risk of cleared swap participants is concentrated in a few clearinghouses, and the consequences of insolvency of a clearinghouse are not clear.
With cleared swaps, a Fund may not be able to obtain as favorable terms as it would be able to negotiate for a bilateral, uncleared swap. In addition, an FCM may unilaterally amend the terms of its agreement with a Fund, which may include the imposition of position limits or additional margin requirements with respect to the Funds investment in certain types of swaps. Central counterparties and FCMs can require termination of existing cleared swap transactions upon the occurrence of certain events, and can also require increases in margin above the margin that is required at the initiation of the swap agreement. Currently, depending on a number of factors, the margin required under the rules of the
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clearinghouse and FCM may be in excess of the collateral required to be posted by a Fund to support its obligations under a similar uncleared swap. However, as noted above, regulators have adopted rules imposing margin requirements on uncleared swaps, which are likely to impose higher margin requirements.
Finally, a Fund is subject to the risk that, after entering into a cleared swap with an executing broker, no FCM or central counterparty is willing or able to clear the transaction. In such an event, the Fund may be required to break the trade and make an early termination payment to the executing broker.
CFTC rules require the trading and execution of cleared swaps on public trading facilities, which will occur for each category of cleared swaps once one or more trading facilities become accredited and make such category of swaps available to trade. Moving trading to an exchange-type system may increase market transparency and liquidity but may require the Fund to incur increased expenses to access the same types of swaps that it has used in the past. In addition, clearance of swaps may not immediately produce the expected benefits and could, in fact, decrease liquidity until the market becomes comfortable with the clearing process.
Commonly used swap agreements include:
Credit Default Swaps (CDS) : A CDS is an agreement between two parties where the first party agrees to make one or more payments to the second party, while the second party assumes the risk of certain defaults, generally a failure to pay or bankruptcy of the issuer on a referenced debt obligation. CDS transactions are typically individually negotiated and structured. A Fund may enter into CDS to create long or short exposure to domestic or foreign corporate debt securities or sovereign debt securities.
A Fund may buy a CDS (buy credit protection). In this transaction the Fund makes a stream of payments based on a fixed interest rate (the premium) over the life of the swap in exchange for a counterparty (the seller) taking on the risk of default of a referenced debt obligation (the Reference Obligation). If a credit event occurs for the Reference Obligation, the Fund would cease making premium payments and it would deliver defaulted bonds to the seller. In return, the seller would pay the notional value of the Reference Obligation to the Fund. Alternatively, the two counterparties may agree to cash settlement in which the seller delivers to the Fund (buyer) the difference between the market value and the notional value of the Reference Obligation. If no event of default occurs, the Fund pays the fixed premium to the seller for the life of the contract, and no other exchange occurs.
Alternatively, a Fund may sell a CDS (sell credit protection). In this transaction the Fund will receive premium payments from the buyer in exchange for taking the risk of default of the Reference Obligation. If a credit event occurs for the Reference Obligation, the buyer would cease to make premium payments to the Fund and deliver the Reference Obligation to the Fund. In return, the Fund would pay the notional value of the Reference Obligation to the buyer. Alternatively, the two counterparties may agree to cash settlement in which the Fund would pay the buyer the difference between the market value and the notional value of the Reference Obligation. If no event of default occurs, the Fund receives the premium payments over the life of the contract, and no other exchange occurs.
Credit Default Index Swaps (CDX) . A CDX is a swap on an index of CDS. A CDX allows an investor to manage credit risk or to take a position on a basket of credit entities (such as CDS or CMBS) in a more efficient manner than transacting in single name CDS. If a credit event occurs in one of the underlying companies, the protection is paid out via the delivery of the defaulted bond by the buyer of protection in return for payment of the notional value of the defaulted bond by the seller of protection or it may be settled through a cash settlement between the two parties. The underlying company is then removed from the index. New series of CDX are issued on a regular basis. A Commercial Mortgage-Backed Index (CMBX) is a type of CDX made up of 25 tranches of commercial mortgage-backed securities (See Debt Instruments Mortgage-Backed and Asset-Backed Securities) rather than CDS. Unlike other CDX contracts where credit events are intended to capture an event of default. CMBX involves a pay-as-you-go (PAUG) settlement process designed to capture non-default events that affect
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the cash flow of the reference obligation. PAUG involves ongoing, two-way payments over the life of a contract between the buyer and the seller of protection and is designed to closely mirror the cash flow of a portfolio of cash commercial mortgage-backed securities.
Foreign Exchange Swaps: A foreign exchange swap involves an agreement between two parties to exchange two different currencies on a specific date at a fixed rate, and an agreement for the reverse exchange of those two currencies at a later date and at a fixed rate. Foreign exchange swaps were exempted from the definition of swaps by the U.S. Treasury and are therefore not subject to many rules under the CEA that apply to swaps, including the mandatory clearing requirement. They are also not considered commodity interests for purposes of CEA Regulation and Exclusions , discussed above. However, foreign exchange swaps nevertheless remain subject to the CFTCs trade reporting requirements, enhanced anti-evasion authority, and strengthened business conduct standards.
Currency Swaps: A currency swap is an agreement between two parties to exchange periodic cash flows on a notional amount of two or more currencies based on the relative value differential between them. Currency swaps typically involve the delivery of the entire notional values of the two designated currencies. In such a situation, the full notional value of a currency swap is subject to the risk that the other party to the swap will default on its contractual delivery obligations. A Fund may also enter into currency swaps on a net basis, which means the two different currency payment streams under the swap agreement are converted and netted out to a single cash payment in just one of the currencies.
Because currency control is of great importance to the issuing governments and influences economic planning and policy, purchases and sales of currency and related instruments can be negatively affected by government exchange controls, blockages, and manipulations or exchange restrictions imposed by governments. These actions could result in losses to a Fund if it is unable to deliver or receive a specified currency or funds in settlement of obligations, including swap transaction obligations. These actions could also have an adverse effect on a Funds swap transactions or cause a Funds hedging positions to be rendered useless, resulting in full currency exposure as well as incurring unnecessary transaction costs.
Interest Rate Swaps: An agreement between two parties pursuant to which the parties exchange a floating rate payment for a fixed rate payment based on a specified principal or notional amount. In other words, Party A agrees to pay Party B a fixed interest rate multiplied by a notional amount and in return Party B agrees to pay Party A a variable interest rate multiplied by the same notional amount.
Commodity Swaps: A commodity swap agreement is a contract in which one party agrees to make periodic payments to another party based on the change in market value of a commodity-based underlying instrument (such as a specific commodity or commodity index) in return for periodic payments based on a fixed or variable interest rate or the total return from another commodity-based underlying instrument. In a total return commodity swap, a Fund receives the price appreciation of a commodity index, a portion of a commodity index or a single commodity in exchange for paying an agreed-upon fee.
Total Return Swaps: An agreement in which one party makes payments based on a set rate, either fixed or variable, while the other party makes payments based on the return of an underlying asset, which includes both the income it generates and any capital gains.
Volatility and Variance Swaps : A volatility swap involves an exchange between a Fund and a counterparty of periodic payments based on the measured volatility of an underlying security, currency, commodity, interest rate, index or other reference asset over a specified time frame. Depending on the structure of the swap, either the Funds or the counterpartys payment obligation will typically be based on the realized volatility of the reference asset as measured by changes in its price or level over a specified time period while the other partys payment obligation will be based on a specified rate representing expected volatility for the reference asset at the time the swap is executed, or the measured volatility of a different reference asset over a specified time period. The Fund will typically make or lose money on a volatility swap depending on the magnitude of the reference assets volatility, or size of the movements in its price, over a specified time period, rather than general increases or decreases in the price of the
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reference asset. Volatility swaps are often used to speculate on future volatility levels, to trade the spread between realized and expected volatility, or to decrease the volatility exposure of other investments held by the Fund. Variance swaps are similar to volatility swaps except payments are based on the difference between the implied and measured volatility mathematically squared.
Inflation swaps : Inflation swap agreements are contacts in which one party agrees to pay the cumulative percentage increase in a price index, such as the Customer Price Index, over the term of the swap (with some lag on the referenced inflation index), and the other party pays a compounded fixed rate. Inflation swap agreements may be used to protect the net asset value of the Fund against an unexpected change in the rate of inflation measured by an inflation index. The value of inflation swap agreements is expected to change in response to changes in real interest rates. Real interest rates are tied to the relationship between nominal interest rates and the rate if inflation.
Options. Each Fund may engage in certain strategies involving options to attempt to manage the risk of its investments or,in certain circumstances, for investment purposes (e.g., as a substitute for investing in securities). All Funds may invest in options.
An option is a contract that gives the purchaser of the option, in return for the premium paid, the right, but not the obligation, to buy from (in the case of a call) or sell to (in the case of a put) the writer of the option at the exercise price during the term of the option (for American style options or on a specified date for European style options), the security, currency or other instrument underlying the option (or delivery of a cash settlement price, in the case of certain options, such as an index option and other cash-settled options). An option on a CDS or a futures contract (described below) gives the purchaser the right, but not the obligation, to enter into a CDS or assume a position in a futures contract.
Option transactions present the possibility of large amounts of exposure (or leverage), which may result in a Funds net asset value being more sensitive to changes in the value of the option.
The value of an option position will reflect, among other things, the current market value of the underlying investment, the time remaining until expiration, the relationship of the exercise price to the market price of the underlying investment, the price volatility of the underlying investment and general market and interest rate conditions.
A Fund may effectively terminate its right or obligation under an option by entering into an offsetting closing transaction. For example, a Fund may terminate its obligation under a call or put option that it had written by purchasing an identical call or put option, which is known as a closing purchase transaction. Conversely, a Fund may terminate a position in a put or call option it had purchased by writing an identical put or call option, which is known as a closing sale transaction. Closing transactions permit a Fund to realize profits or limit losses on an option position prior to its exercise or expiration.
Options may be either listed on an exchange or traded in OTC markets. Listed options are tri-party contracts (i.e., performance of the obligations of the purchaser and seller are guaranteed by the exchange or clearing corporation) and have standardized strike prices and expiration dates. OTC options are two-party contracts with negotiated strike prices and expiration dates and differ from exchange-traded options in that OTC options are transacted with dealers directly and not through a clearing corporation (which guarantees performance). In the case of OTC options, there can be no assurance that a liquid secondary market will exist for any particular option at any specific time; therefore the Fund may be required to treat some or all OTC options as illiquid securities. Although a Fund will enter into OTC options only with dealers that are expected to be capable of entering into closing transactions with it, there is no assurance that the Fund will in fact be able to close out an OTC option position at a favorable price prior to exercise or expiration. In the event of insolvency of the dealer, a Fund might be unable to close out an OTC option position at any time prior to its expiration.
Types of Options:
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Put Options on Securities: A put option gives the purchaser the right to sell, to the writer, the underlying security, contract or foreign currency at the stated exercise price at any time prior to the expiration date of the option for American style options or on a specified date for European style options, regardless of the market price or exchange rate of the security, contract or foreign currency, as the case may be, at the time of exercise. If the purchaser exercises the put option, the writer of a put option is obligated to buy the underlying security, contract or foreign currency for the exercise price.
Call Options on Securities: A call option gives the purchaser the right to buy, from the writer, the underlying security, contract or foreign currency at the stated exercise price at any time prior to the expiration of the option (for American style options) or on a specified date (for European style options), regardless of the market price or exchange rate of the security, contract or foreign currency, as the case may be, at the time of exercise. If the purchaser exercises the call option, the writer of a call option is obligated to sell to and deliver the underlying security, contract or foreign currency to the purchaser of the call option for the exercise price.
Index Options: Index options (or options on securities indices) give the holder the right to receive, upon exercise, cash instead of securities, if the closing level of the securities index upon which the option is based is greater than, in the case of a call, or less than, in the case of a put, the exercise price of the option. The amount of cash is equal to the difference between the closing price of the index and the exercise price of the call or put times a specified multiple (the multiplier), which determines the total dollar value for each point of such difference.
The risks of investment in index options may be greater than options on securities. Because index options are settled in cash, when a Fund writes a call on an index it cannot provide in advance for its potential settlement obligations by acquiring and holding the underlying securities. A Fund can offset some of the risk of writing a call index option by holding a diversified portfolio of securities similar to those on which the underlying index is based. However, the Fund cannot, as a practical matter, acquire and hold a portfolio containing exactly the same securities that underlie the index and, as a result, bears the risk that the value of the securities held will not be perfectly correlated with the value of the index.
CDS Options: A CDS option transaction gives the buyer the right, but not the obligation, to enter into a CDS at specified future dates and under specified terms in exchange for a purchase price or premium. The writer of the option bears the risk of any unfavorable move in the value of the CDS relative to the market value on the exercise date, while the purchaser may allow the option to expire unexercised.
Swaptions: An option on a swap agreement, also called a swaption, is an option that gives the buyer the right, but not the obligation, to enter into a swap on a future date in exchange for paying a market based premium. A receiver swaption gives the owner the right to receive the total return of a specified asset, reference rate, or index. A payer swaption gives the owner the right to pay the total return of a specified asset, reference rate, or index. Swaptions also include options that allow an existing swap to be terminated or extended by one of the counterparties.
Option Techniques:
Writing Options: A Fund may write options to generate additional income and to seek to hedge its portfolio against market or exchange rate movements. As the writer of an option, the Fund may have no control over when the underlying instruments must be sold (in the case of a call option) or purchased (in the case of a put option) because the option purchaser may notify the Fund of exercise at any time prior to the expiration of the option (for American style options). In general, options are rarely exercised prior to expiration. Whether or not an option expires unexercised, the writer retains the amount of the premium.
A Fund would write a put option at an exercise price that, reduced by the premium received on the option, reflects the price it is willing to pay for the underlying security, contract or currency. In return for the premium received for writing a put option, the Fund assumes the risk that the price of the
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underlying security, contract, or foreign currency will decline below the exercise price, in which case the put would be exercised and the Fund would suffer a loss.
In return for the premium received for writing a call option on a security the Fund holds, the Fund foregoes the opportunity for profit from a price increase in the underlying security, contract, or foreign currency above the exercise price so long as the option remains open, but retains the risk of loss should the price of the security, contract, or foreign currency decline.
If an option that a Fund has written expires, the Fund will realize a gain in the amount of the premium; however, such gain may be offset by a decline in the market value of the underlying security, contract or currency, held by the Fund during the option period. If a call option is exercised, a Fund will realize a gain or loss from the sale of the underlying security, contract or currency, which will be increased or offset by the premium received. The obligation imposed upon the writer of an option is terminated upon the expiration of the option, or such earlier time at which a Fund effects a closing purchase transaction by purchasing an option (put or call as the case may be) identical to that previously sold.
Purchasing Options.
A Fund may only purchase a put option on an underlying security, contract or currency owned by the Fund in order to protect against an anticipated decline in the value of the security, contract or currency held by the Fund; or purchase put options on underlying securities, contracts or currencies against which it has written other put options. The premium paid for the put option and any transaction costs would reduce any profit realized when the security, contract or currency is delivered upon the exercise of the put option. Conversely, if the underlying security, contract or currency does not decline in value, the option may expire worthless and the premium paid for the protective put would be lost.
A Fund may purchase a call option for the purpose of acquiring the underlying security, contract or currency for its portfolio, or on underlying securities, contracts or currencies against which it has written other call options. The Fund is not required to own the underlying security in order to purchase a call option. If the Fund does not own the underlying position, the purchase of a call option would enable a Fund to acquire the security, contract or currency at the exercise price of the call option plus the premium paid. So long as it holds a call option, rather than the underlying security, contract or currency itself, the Fund is partially protected from any unexpected increase in the market price of the underlying security, contract or currency. If the market price does not exceed the exercise price, the Fund could purchase the security on the open market and could allow the call option to expire, incurring a loss only to the extent of the premium paid for the option.
Straddles/Spreads/Collars. Each Fund, for hedging purposes, may enter into straddles, spreads or collars to adjust the risk and return characteristics of the Funds overall position.
Spread and straddle options transactions. In spread transactions, a Fund buys and writes a put or buys and writes a call on the same underlying instrument with the options having different exercise prices, expiration dates, or both. In straddles, a Fund purchases a put option and a call option or writes a put option and a call option on the same instrument with the same expiration date and typically the same exercise price. When a Fund engages in spread and straddle transactions, it seeks to profit from differences in the option premiums paid and received and in the market prices of the related options positions when they are closed out or sold. Because these transactions require the Fund to buy and/or write more than one option simultaneously, the Funds ability to enter into such transactions and to liquidate its positions when necessary or deemed advisable may be more limited than if the Fund were to buy or sell a single option. Similarly, costs incurred by the Fund in connection with these transactions will in many cases be greater than if the Fund were to buy or sell a single option.
Option Collars. A Fund also may use option collars. A collar position combines a put option purchased by the Fund (the right of the Fund to sell a specific security within a specified period) with a call option that is written by the Fund (the right of the counterparty to buy the same security) in a single instrument. The Funds right to sell the security is typically set at a price that is below the counterpartys
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right to buy the security. Thus, the combined position collars the performance of the underlying security, providing protection from depreciation below the price specified in the put option, and allowing for participation in any appreciation up to the price specified by the call option.
Warrants. Each Fund may purchase warrants.
A warrant gives the holder the right to purchase securities from the issuer at a specific price within a certain time frame and is similar to a call option. The main difference between warrants and call options is that warrants are issued by the company that will issue the underlying security, whereas options are not issued by the company; Young, unseasoned companies often issue warrants to finance their operations.
Rights. Rights are equity securities representing a preemptive right of stockholders to purchase additional shares of a stock at the time of a new issuance, before the stock is offered to the general public. A stockholder who purchases rights may be able to retain the same ownership percentage after the new stock offering. A right usually enables the stockholder to purchase common stock at a price below the initial offering price. A Fund that purchases a right takes the risk that the right might expire worthless because the market value of the common stock falls below the price fixed by the right.
Futures Contracts. Each Fund may purchase future contracts.
A futures contract is a standard binding agreement to buy or sell a specified amount of a specified security ,currency or commodity (or delivery of a cash settlement price, in the case of certain futures such as an index future or Eurodollar Future) for a specified price at a designated date, time and place (collectively, futures contracts). A sale of a futures contract means the acquisition of a contractual obligation to deliver the underlying instrument or asset called for by the contract at a specified price on a specified date. A purchase of a futures contract means the acquisition of a contractual obligation to acquire the underlying instrument or asset called for by the contract at a specified price on a specified date.
The Funds will only enter into futures contracts that are traded (either domestically or internationally) on futures exchanges or certain exempt markets, including exempt boards of trade and electronic trading facilities and are standardized as to maturity date and underlying financial instrument. Futures exchanges and trading thereon in the United States are regulated under the CEA and by the CFTC. Foreign futures exchanges, exempt markets, and trading thereon are not regulated by the CFTC and are not subject to the same regulatory controls. In addition, futures contracts that are traded on non-U.S. exchanges or exempt markets may not be as liquid as those purchased on CFTC-designated contract markets. For a further discussion of the risks associated with investments in foreign securities, see Foreign Investments above.
Brokerage fees are incurred when a futures contract is bought or sold, and margin deposits must be maintained at all times when a futures contract is outstanding. Margin for a Futures Contract is the amount of funds that must be deposited by a Fund in order to initiate futures contracts trading and maintain its open positions in futures contracts. A margin deposit made when the futures contract is entered (initial margin) is intended to ensure the Funds performance under the futures contract. The margin required for a particular futures contract is set by the exchange on which the futures contract is traded and may be significantly modified from time to time by the exchange during the term of the futures contract.
Subsequent payments, called variation margin, received from or paid to the FCM through which a Fund enters into the futures contract will be made on a daily basis as the futures price fluctuates making the futures contract more or less valuable, a process known as marking-to-market. When the futures contract is closed out, if the Fund has a loss equal to or greater than the margin amount, the margin amount is paid to the FCM along with any loss in excess of the margin amount. If the Fund has a loss of less than the margin amount, the excess margin is returned to the Fund. If the Fund has a gain, the full
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margin amount and the amount of the gain is paid to the Fund and the FCM pays the Fund any excess gain over the margin amount.
There is a risk of loss by a Fund of the initial and variation margin deposits in the event of bankruptcy of the FCM with which the Fund has an open position in a futures contract. The assets of a Fund may not be fully protected in the event of the bankruptcy of the FCM or central counterparty because the Fund might be limited to recovering only a pro rata share of all available funds and margin segregated on behalf of an FCMs customers. If the FCM does not provide accurate reporting, a Fund is also subject to the risk that the FCM could use the Funds assets, which are held in an omnibus account with assets belonging to the FCMs other customers, to satisfy its own financial obligations or the payment obligations of another customer to the central counterparty.
Closing out an open futures contract is effected by entering into an offsetting futures contract for the same aggregate amount of the identical financial instrument or currency and the same delivery date. There can be no assurance, however, that a Fund will be able to enter into an offsetting transaction with respect to a particular futures contract at a particular time. If a Fund is not able to enter into an offsetting transaction, it will continue to be required to maintain the margin deposits on the futures contract.
In addition, if a Fund were unable to liquidate a futures contract or an option on a futures contract position due to the absence of a liquid secondary market or the imposition of price limits, it could incur substantial losses. The Fund would continue to be subject to market risk with respect to the position. In addition, except in the case of purchased options, the Fund would continue to be required to make daily variation margin payments.
Types of Futures Contracts:
Commodity Futures: A commodity futures contract is an exchange-traded contract to buy or sell a particular commodity at a specified price at some time in the future. Commodity futures contracts are highly volatile; therefore, the prices of a Funds shares may be subject to greater volatility to the extent it invests in commodity futures.
Currency Futures: A currency futures contract is a standardized, exchange-traded contract to buy or sell a particular currency at a specified price at a future date (commonly three months or more). Currency futures contracts may be highly volatile and thus result in substantial gains or losses to the Fund.
A Fund may either exchange the currencies specified at the maturity of a currency futures contract or, prior to maturity, enter into a closing transaction involving the purchase or sale of an offsetting contract. A Fund may also enter into currency futures contracts that do not provide for physical settlement of the two currencies but instead are settled by a single cash payment calculated as the difference between the agreed upon exchange rate and the spot rate at settlement based upon an agreed upon notional amount. Closing transactions with respect to currency futures contracts are usually effected with the counterparty to the original currency futures contract.
Index Futures: A stock index futures contract is an exchange-traded contract that provides for the delivery, at a designated date, time and place, of an amount of cash equal to a specified dollar amount times the difference between the stock index value at the close of trading on the date specified in the contract and the price agreed upon in the futures contract; no physical delivery of stocks comprising the index is made.
Dividend Futures : A dividend futures contract is an exchange-traded contract to purchase or sell an amount equal to the total dividends paid by a selected security, basket of securities or index, over a period of time for a specified price that is based on the expected dividend payments from the selected security, basket of securities or index.
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Interest Rate Futures: An interest-rate futures contract is an exchange-traded contract in which the specified underlying security is either an interest-bearing fixed income security or an inter-bank deposit. Two examples of common interest rate futures contracts are U.S. Treasury futures and Eurodollar futures contracts. The specified security for U.S. Treasury futures is a U.S. Treasury security. The specified security for Eurodollar futures is the London Interbank Offered Rate (Libor) which is a daily reference rate based on the interest rates at which banks offer to lend unsecured funds to other banks in the London wholesale money market.
Security Futures: A security futures contract is an exchange-traded contract to purchase or sell, in the future, a specified quantity of a security (other than a Treasury security, or a narrow-based securities index) at a certain price.
Options on Futures Contracts . Options on futures contracts are similar to options on securities or currencies except that options on futures contracts give the purchaser the right, in return for the premium paid, to assume a position in a futures contract (a long position if the option is a call and a short position if the option is a put) at a specified exercise price at any time during the period of the option. Upon exercise of the option, the delivery of the futures contract position by the writer of the option to the holder of the option will be accompanied by delivery of the accumulated balance in the writers futures contract margin account.
Pursuant to federal securities laws and regulations, the Funds use of futures contracts and options on futures contracts may require the Fund to set aside assets to reduce the risks associated with using futures contracts and options on futures contracts. This process is described in more detail above in the section Derivatives.
Forward Foreign Currency Contracts. Each of the Funds may enter into forward foreign currency contracts to hedge against adverse movements in the foreign currencies in which portfolio securities are denominated.
A forward foreign currency contract is an obligation to buy or sell a particular currency in exchange for another currency, which may be U.S. dollars, at a specified price at a future date. Forward foreign currency contracts are typically individually negotiated and privately traded by currency traders and their customers in the interbank market. A Fund may enter into forward foreign currency contracts with respect to a specific purchase or sale of a security, or with respect to its portfolio positions generally.
At the maturity of a forward foreign currency contract, a Fund may either exchange the currencies specified at the maturity of the contract or, prior to maturity, a Fund may enter into a closing transaction involving the purchase or sale of an offsetting contract. Closing transactions with respect to forward foreign currency contracts are usually effected with the counterparty to the original forward contract. A Fund may also enter into forward foreign currency contracts that do not provide for physical settlement of the two currencies but instead provide for settlement by a single cash payment calculated as the difference between the agreed upon exchange rate and the spot rate at settlement based upon an agreed upon notional amount (non-deliverable forwards).
The Funds will comply with guidelines established by the SEC with respect to cover requirements of forward foreign currency contracts (See Derivatives above). Generally, with respect to forward foreign currency contracts that are not contractually required to cash-settle (i.e., are deliverable), a Fund covers its open positions by setting aside liquid assets equal to the contracts full notional value.
Under definitions adopted by the CFTC and SEC, non-deliverable forwards are considered swaps, and therefore are included in the definition of commodity interests. Although non-deliverable forwards have historically been traded in the OTC market, as swaps they may in the future be required to be centrally cleared and traded on public facilities. For more information on central clearing and trading of cleared swaps, see Swaps and Risks of Potential Increased Regulation of Swaps and Other Derivatives. Forward foreign currency contracts that qualify as deliverable forwards are not regulated as swaps for most purposes, and are not included in the definition of commodity interests. However these
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forwards are subject to some requirements applicable to swaps, including reporting to swap data repositories, documentation requirements, and business conduct rules applicable to swap dealers. CFTC regulation of forward foreign currency contracts, especially non-deliverable forwards, may restrict a Funds ability to use these instruments in the manner described above or subject Invesco to CFTC registration and regulation as a CPO.
The cost to a Fund of engaging in forward foreign currency contracts varies with factors such as the currencies involved, the length of the contract period, interest rate differentials and the prevailing market conditions. Because forward foreign currency contracts are usually entered into on a principal basis, no fees or commissions are typically involved. The use of forward foreign currency contracts does not eliminate fluctuations in the prices of the underlying securities a Fund owns or intends to acquire, but it does establish a rate of exchange in advance. While forward foreign currency contract sales limit the risk of loss due to a decline in the value of the hedged currencies, they also limit any potential gain that might result should the value of the currencies increase.
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 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 or 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. Cybersecurity 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.
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
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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. In complying with this restriction, the Fund will not consider a bank-issued guaranty or financial guaranty insurance as a separate security.
(5) The Fund may not purchase real estate or sell real estate unless acquired as a result of ownership of securities or other instruments. This restriction does not prevent the Fund from investing in issuers that invest, deal, or otherwise engage in transactions in real estate or interests therein, or investing in securities that are secured by real estate or interests therein.
(6) The Fund may not purchase physical commodities or sell physical commodities unless acquired as a result of ownership of securities or other instruments. This restriction does not prevent the Fund from engaging in transactions involving futures contracts and options thereon or investing in securities that are secured by physical commodities.
(7) The Fund may not make personal loans or loans of its assets to persons who control or are under common control with the Fund, except to the extent permitted by 1940 Act Laws, Interpretations and Exemptions. This restriction does not prevent the Fund from, among other things, purchasing debt obligations, entering into repurchase agreements, loaning its assets to broker-dealers or institutional investors, or investing in loans, including assignments and participation interests.
(8) The Fund (except for Invesco Summit Fund) may, notwithstanding any other fundamental investment policy or limitation, invest all of its assets in the securities of a single open-end management investment company with substantially the same fundamental investment objectives, policies and restrictions as the Fund.
The investment restrictions set forth above provide each of the Funds with the ability to operate under new interpretations of the 1940 Act or pursuant to exemptive relief from the SEC without receiving prior shareholder approval of the change. Even though each of the Funds has this flexibility, the Board has adopted non-fundamental restrictions for each of the Funds relating to certain of these restrictions which Invesco and, when applicable, the Sub-Advisers must follow in managing the Funds. Any changes to these non-fundamental restrictions, which are set forth below, require the approval of the Board.
Non-Fundamental Restrictions. Non-fundamental restrictions may be changed for any Fund without shareholder approval. The non-fundamental investment restrictions listed below apply to each of the Funds unless otherwise indicated.
(1) In complying with the fundamental restriction regarding issuer diversification, the Fund will not, with respect to 75% of its total assets, purchase the securities of any issuer (other than securities issued or guaranteed by the U.S. Government or any of its agencies or instrumentalities and securities issued by other investment companies), if, as a result, (i) more than 5% of the Funds total assets would
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be invested in the securities of that issuer, or (ii) the Fund would hold more than 10% of the outstanding voting securities of that issuer. The Fund may purchase securities of other investment companies as permitted by the 1940 Act Laws, Interpretations and Exemptions.
In complying with the fundamental restriction regarding issuer diversification, any Fund that invests in municipal securities will regard each state (including the District of Columbia and Puerto Rico), territory and possession of the United States, each political subdivision, agency, instrumentality and authority thereof, and each multi-state agency of which a state is a member as a separate issuer. When the assets and revenues of an agency, authority, instrumentality or other political subdivision are separate from the government creating the subdivision and the security is backed only by assets and revenues of the subdivision, such subdivision would be deemed to be the sole issuer. Similarly, in the case of an Industrial Development Bond or Private Activity bond, if that bond is backed only by the assets and revenues of the non-governmental user, then that non-governmental user would be deemed to be the sole issuer. However, if the creating government or another entity guarantees a security, then to the extent that the value of all securities issued or guaranteed by that government or entity and owned by a Fund exceeds 10% of the Funds total assets, the guarantee would be considered a separate security and would be treated as issued by that government or entity. Securities issued or guaranteed by a bank or subject to financial guaranty insurance are not subject to the limitations set forth in the preceding sentence.
(2) In complying with the fundamental restriction regarding borrowing money and issuing senior securities, the Fund may borrow money in an amount not exceeding 33 1/3% of its total assets (including the amount borrowed) less liabilities (other than borrowings).
(3) In complying with the fundamental restriction regarding industry concentration, the Fund may invest up to 25% of its total assets in the securities of issuers whose principal business activities are in the same industry.
(4) Notwithstanding the fundamental restriction with regard to engaging in transactions involving futures contracts and options thereon or investing in securities that are secured by physical commodities, the Fund currently may not invest in any security (including futures contracts or options thereon) that is secured by physical commodities.
The Funds do not consider currencies or other financial commodities or contracts and financial instruments to be physical commodities (which include, for example, oil, precious metals and grains). Accordingly, the Funds will interpret the fundamental restriction and the related non-fundamental restriction to permit the Funds, subject to each Funds investment objectives and general investment policies (as stated in the Funds prospectuses and herein), to invest directly in foreign currencies and other financial commodities and to purchase, sell or enter into commodity futures contracts and options thereon, forward foreign currency contracts, foreign currency options, currency-, commodity- and financial instrument-related swap agreements, hybrid instruments, interest rate or securities-related or foreign currency-related hedging instruments or other currency-, commodity- or financial instrument-related derivatives, subject to compliance with any applicable provisions of the federal securities or commodities laws. The Funds will interpret fundamental restriction regarding the purchase and sale of physical commodities and the related non-fundamental restriction to permit the Funds to invest in ETFs, registered investment companies and other pooled investment vehicles that invest in physical and/or financial commodities, subject to the limits described in the Funds prospectuses and herein.
(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 (except for Invesco Summit Fund) may not invest all of its assets in the securities of a single open-end management investment company with the same fundamental investment objectives, policies and restrictions as the Fund.
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(7) The Fund may not acquire any securities of registered open-end investment companies or registered unit investment trusts in reliance on Sections 12(d)(1)(F) or 12(d)(1)(G) of the 1940 Act.
If a percentage restriction on the investment or use of assets set forth in the Prospectus or this SAI is adhered to at the time a transaction is effected, later changes in percentage resulting from changing asset values will not be considered a violation. It is the intention of the Fund, unless otherwise indicated, that with respect to the Funds policies that are a result of application of law, the Fund will take advantage of the flexibility provided by rules or interpretations of the SEC currently in existence or promulgated in the future, or changes to such laws.
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.
For the fiscal years ended October 31, 2016 and 2015, the portfolio turnover rates for each Fund are presented in the table below. Unless otherwise indicated, variations in turnover rate may be due to a fluctuating volume of shareholder purchase and redemption orders, changes in trading strategies and execution, market conditions and/or changes in Invescos investment outlook.
Turnover Rates | 2016 | 2015 | ||||||
Invesco Charter Fund |
28 | % | 47 | % | ||||
Invesco Diversified Divided Fund |
11 | % | 11 | % | ||||
Invesco Summit Fund |
47 | % | 49 | % |
Policies and Procedures for Disclosure of Fund Holdings
The Board has adopted policies and procedures with respect to the disclosure of the Funds portfolio holdings (the Holdings Disclosure Policy). Invesco and the Board may amend the Holdings Disclosure Policy at any time without prior notice. Details of the Holdings Disclosure Policy and a description of the basis on which employees of Invesco and its affiliates may release information about portfolio securities in certain contexts are provided below.
Public release of portfolio holdings. The Funds disclose the following holdings information on www.invesco.com/us 1 :
Information |
Approximate Date of Website Posting |
Information Remains Posted on Website |
||
Top ten holdings as of month-end | 15 days after month-end | Until replaced with the following months top ten holdings | ||
Select holdings included in the Funds Quarterly Performance Update | 29 days after calendar quarter-end | Until replaced with the following quarters Quarterly Performance Update | ||
Complete portfolio holdings as of calendar quarter-end | 30 days after calendar quarter-end | For one year | ||
Complete portfolio holdings as of fiscal quarter-end | 60-70 days after fiscal quarter-end | For one year |
1 | To locate the Funds portfolio holdings information on www.invesco.com/us , click on the Products and Performance tab, then click on the Mutual Funds link. Under Quick Links click on Prices and performance then click on the Fund Materials tab. A link to the Funds portfolio holdings is located under the Holdings column. |
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These holdings are listed along with the percentage of the Funds net assets they represent. Generally, employees of Invesco and its affiliates may not disclose such portfolio holdings until one day after they have been posted on www.invesco.com/us . You may also obtain the publicly available portfolio holdings information described above by contacting us at 1-800-959-4246.
Selective disclosure of portfolio holdings pursuant to non-disclosure agreement . Employees of Invesco and its affiliates may disclose non-public full portfolio holdings on a selective basis only if Invescos U.S. Executive Management Committee (EMC) approves the parties to whom disclosure of non-public full portfolio holdings will be made. The EMC must determine that the proposed selective disclosure will be made for legitimate business purposes of the applicable Fund and is in the best interest of the applicable Funds shareholders. In making such determination, the EMC will address any perceived conflicts of interest between shareholders of such Fund and Invesco or its affiliates as part of granting its approval.
The Board exercises continuing oversight of the disclosure of Fund portfolio holdings by (1) overseeing the implementation and enforcement of the Holdings Disclosure Policy and the Invesco Funds Code of Ethics by the Chief Compliance Officer (or his designee) of Invesco and the Invesco Funds and (2) considering reports and recommendations by the Chief Compliance Officer concerning any material compliance matters (as defined in Rule 38a-1 under the 1940 Act and Rule 206(4)-7 under the Investment Advisers Act of 1940, as amended (Advisers Act)) 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, market makers, or other persons who provide systems or software support in connection with Invesco Funds operations (to determine the price of securities held by an Invesco Fund); |
| Financial printers; |
| Brokers identified by the Invesco Funds portfolio management team who provide execution and research services to the team; and |
| Analysts hired to perform research and analysis to the Invesco Funds portfolio management team. |
In many cases, Invesco will disclose current portfolio holdings on a daily basis to these persons. In these situations, Invesco has entered into non-disclosure agreements which provide that the recipient of the portfolio holdings will maintain the confidentiality of such portfolio holdings and will not trade on such information (Non-disclosure Agreements). Please refer to Appendix B for a list of examples of persons to whom Invesco provides non-public portfolio holdings on an ongoing basis.
Invesco will also disclose non-public portfolio holdings information if such disclosure is required by applicable laws, rules or regulations, or by regulatory authorities having jurisdiction over Invesco and its affiliates or the Invesco 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
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mutual fund or account managed by Invesco or one of its affiliates) for the selective disclosure of portfolio holdings information.
Disclosure of certain portfolio holdings and related information without non-disclosure agreement. Invesco and its affiliates that provide services to the Funds, the Sub-Advisors and each of their employees may receive or have access to portfolio holdings as part of the day to day operations of the Funds.
From time to time, employees of Invesco and its affiliates may express their views orally or in writing on one or more of the Funds portfolio securities or may state that a Fund has recently purchased or sold, or continues to own, one or more securities. The securities subject to these views and statements may be ones that were purchased or sold since a Funds most recent quarter-end and therefore may not be reflected on the list of the Funds most recent quarter-end portfolio holdings disclosed on the website. Such views and statements may be made to various persons, including members of the press, brokers and other financial intermediaries that sell shares of the Funds, shareholders in the applicable Fund, persons considering investing in the applicable Fund or representatives of such shareholders or potential shareholders, such as fiduciaries of a 401(k) plan or a trust and their advisers, and other entities for which Invesco or its affiliates provides or may provide investment advisory services. The nature and content of the views and statements provided to each of these persons may differ.
From time to time, employees of Invesco and its affiliates also may provide oral or written information (portfolio commentary) about a Fund, including, but not limited to, how the Funds investments are divided among various sectors, industries, countries, investment styles and capitalization sizes, and among stocks, bonds, currencies and cash, security types, bond maturities, bond coupons and bond credit quality ratings. This portfolio commentary may also include information on how these various weightings and factors contributed to Fund performance. Invesco may also provide oral or written information (statistical information) about various financial characteristics of a Fund or its underlying portfolio securities including, but not limited to, alpha, beta, R-squared, coefficient of determination, duration, maturity, information ratio, sharpe ratio, earnings growth, payout ratio, price/book value, projected earnings growth, return on equity, standard deviation, tracking error, weighted average quality, market capitalization, percent debt to equity, price to cash flow, dividend yield or growth, default rate, portfolio turnover, and risk and style characteristics. This portfolio commentary and statistical information about a Fund may be based on the Funds portfolio as of the most recent quarter-end or the end of some other interim period, such as month-end. The portfolio commentary and statistical information may be provided to various persons, including those described in the preceding paragraph. The nature and content of the information provided to each of these persons may differ.
Disclosure of portfolio holdings by traders. Additionally, employees of Invesco and its affiliates may disclose one or more of the portfolio securities of a Fund when purchasing and selling securities through broker-dealers, requesting bids on securities, obtaining price quotations on securities, or in connection with litigation involving the Funds portfolio securities. Invesco does not enter into formal Non-disclosure Agreements in connection with these situations; however, the Funds would not continue to conduct business with a person who Invesco believed was misusing the disclosed information.
Disclosure of portfolio holdings of other Invesco-managed products. Invesco and its affiliates manage products sponsored by companies other than Invesco, including investment companies, offshore funds, and separate accounts. In many cases, these other products are managed in a similar fashion to certain Invesco Funds and thus have similar portfolio holdings. The sponsors of these other products managed by Invesco and its affiliates may disclose the portfolio holdings of their products at different times than Invesco discloses portfolio holdings for the Invesco Funds.
Invesco provides portfolio holdings information for portfolios of AIM Variable Insurance Funds (Invesco Variable Insurance Funds) (the Insurance Funds) to insurance companies whose variable annuity and variable life insurance accounts invest in the Insurance Funds (Insurance Companies). Invesco may disclose portfolio holdings information for the Insurance Funds to Insurance Companies with
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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 websites 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 are set forth in Appendix C.
Qualifications and Experience. In addition to the information set forth in Appendix C, the following sets forth additional information about the qualifications and experiences of each of the Trustees.
Interested Persons
Martin L. Flanagan, Trustee
Martin L. Flanagan has been a member of the Board of Trustees of the Invesco Funds since 2007. Mr. Flanagan is president and chief executive officer of Invesco Ltd., a position he has held since August 2005. He is also a member of the Board of Directors of Invesco Ltd.
Mr. Flanagan joined Invesco, Ltd. from Franklin Resources, Inc., where he was president and co-chief executive officer from January 2004 to July 2005. Previously he had been Franklins co-president from May 2003 to January 2004, chief operating officer and chief financial officer from November 1999 to May 2003, and senior vice president and chief financial officer from 1993 until November 1999.
Mr. Flanagan served as director, executive vice president and chief operating officer of Templeton, Galbraith & Hansberger, Ltd. before its acquisition by Franklin in 1992. Before joining Templeton in 1983, he worked with Arthur Andersen & Co.
Mr. Flanagan is a chartered financial analyst and a certified public accountant. He serves as vice chairman of the Investment Company Institute and a member of the executive board at the SMU Cox School of Business.
The Board believes that Mr. Flanagans long experience as an executive in the investment management area benefits the 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 of Invesco Ltd. 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
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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.
Independent Trustees
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 Ferroglobe PLC (metallurgical company) and he is a life trustee of the University of Rochester Board of Trustees. He is a member of the Audit Committee of Ferroglobe PLC.
The Board of Trustees elected Mr. Crockett to serve as its Independent Chair because of his extensive experience in managing public companies and familiarity with investment companies.
David C. Arch, Trustee
David C. Arch has been a member of the Board of Trustees of the Invesco Funds and their predecessor funds since 2010. From 1984 to 2010, Mr. Arch served as Director or Trustee of investment companies in the Van Kampen Funds complex.
Mr. Arch is the Chairman of Blistex Inc., a consumer health care products manufacturer. Mr. Arch is a member of the Board of the Illinois Manufacturers Association and a member of the World Presidents Organization.
The Board believes that Mr. Archs experience as the CEO of a public company and his experience with investment companies 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., an investment banking firm previously located in Denver, Colorado. 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.
In June 2010, Mr. Bunch became the Managing Member of Grumman Hill Group LLC, a family office private equity investment manager.
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The Board believes that Mr. Bunchs experience as an investment banker and investment management lawyer benefits the Funds.
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 SEC. Mr. Fields co-sponsored the National Securities Markets Improvements Act of 1996, and played a leadership role in enactment of the Securities Litigation Reform Act.
Mr. Fields currently serves as Chief Executive Officer of the Twenty-First Century Group, Inc. in Washington, D.C., a bipartisan Washington consulting firm specializing in Federal government affairs.
Mr. Fields also served as a Director of Insperity, Inc. (formerly known as Administaff), a premier professional employer organization with clients nationwide until 2015. In addition, Mr. Fields sits on the Board of Discovery Learning Alliance, 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.
Cynthia Hostetler, Trustee
Cynthia Hostetler is currently a member of the board of directors/trustees of the Vulcan Materials Company, a public company engaged in the production and distribution of construction materials, Trilinc Global Impact Fund LLC, a publicly registered non-traded limited liability company that invests in a diversified portfolio of private debt instruments, and the Aberdeen Investment Funds, a mutual fund complex. Previously, Ms. Hostetler served as a member of the board of directors of Edgen Group Inc., a public company that provides products and services to energy and construction companies, from 2012 to 2013, prior to its sale to Sumitomo.
From 2001 to 2009 Ms. Hostetler served as Head of Investment Funds and Private Equity at Overseas Private Investment Corporation (OPIC), a government agency that supports US investment in the emerging markets. Ms. Hostetler oversaw a multi-billion dollar investment portfolio in private equity funds. Prior to joining OPIC, Ms. Hostetler served as President and member of the board of directors of First Manhattan Bancorporation, a bank holding company, and its largest subsidiary, First Savings Bank, from 1991 to 2001.
The Board believes that Ms. Hostetlers knowledge of financial services and investment management, her experience as a director of other companies, including a mutual fund complex, her legal background, and other professional experience gained through her prior employment benefit the Funds.
Dr. Eli Jones, Trustee
Dr. Eli Jones has been a member of the Board of Trustees of the Invesco Funds since 2016.
Dr. Jones is the dean of the Mays Business School at Texas A&M University and holder of the Peggy Pitman Mays Eminent Scholar Chair in Business. Dr. Jones has served as a director of Insperity, Inc. since April 2004 and is chair of the Compensation Committee and a member of the Nominating and Corporate Governance Committee. Prior to his current position, from 2012-2015, Dr. Jones was the dean of the Sam M. Walton College of Business at the University of Arkansas and holder of the Sam M. Walton Leadership Chair in Business. Prior to joining the faculty at the University of Arkansas, he was dean of the E. J. Ourso College of Business and Ourso Distinguished Professor of Business at Louisiana State University from 2008 to 2012; professor of marketing and associate dean at the C.T. Bauer College of
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Business at the University of Houston from 2007 to 2008; an associate professor of marketing from 2002 to 2007; and an assistant professor from 1997 until 2002. He taught at Texas A&M University for several years before joining the faculty of the University of Houston. Dr. Jones served as the executive director of the Program for Excellence in Selling and the Sales Excellence Institute at the University of Houston from 1997 to 2007. Before becoming a professor, he worked in sales and sales management for three Fortune 100 companies: Quaker Oats, Nabisco, and Frito-Lay. Dr. Jones is a past director of Arvest Bank. He received his Bachelor of Science degree in journalism in 1982, his MBA in 1986 and his Ph.D. in 1997, all from Texas A&M University.
The Board believes that Dr. Jones experience in academia and his experience in marketing 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.
Teresa M. Ressel , Trustee
Teresa M. Ressel has previously served across both the private sector and the U.S. government. Formerly, Ms. Ressel served from 2004 to 2012 in various capacities at UBS AG, including most recently as Chief Executive Officer of UBS Securities LLC, a broker-dealer division of UBS Investment Bank, and Group Chief Operating Officer of the Americas group at UBS AG. In these roles, Ms. Ressel managed a broad array of operational risk controls, supervisory control, regulatory, compliance, and logistics functions covering the United States and Canada, as well as banking activities covering the Americas.
Between 2001 and 2004, Ms. Ressel served at the U.S. Treasury first as Deputy Assistant Secretary for Management and Budget and then as Assistant Secretary for Management and Chief Financial Officer. Ms. Ressel was confirmed by the U.S. Senate and handles a broad array of management duties including finance & accounting, operational risk, audit and performance measurement along with information technology and infrastructure security.
Ms. Ressel currently serves as a member of the board of directors and as a member of the audit committee of ON Semiconductor Corporation, a publicly traded technology company. Ms. Ressel currently chairs their Corporate Governance and Nominating Committee. ON Semiconductor is a leading supplier of semiconductor-based solutions, many of which reduce global energy use. She has served on the ON Semiconductor board since 2012.
Ms. Ressel also currently serves as a member of the board of directors at Atlantic Power, a publicly traded company which owns and operates a diverse fleet of power generation across the United States and Canada. She serves on the audit committee and compensation committee and has been on the Atlantic Power board since 2014.
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The Board believes that Ms. Ressels risk management and financial experience in both the private and public sectors 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 benefits the Funds.
Ann Barnett Stern, Trustee
Ann Barnett Stern is currently the President and Chief Executive Officer of Houston Endowment Inc., a private philanthropic institution. She has served in this capacity since 2012. Formerly, Ms. Stern served in various capacities at Texas Childrens Hospital from 2003 to 2012, including General Counsel and Executive Vice President.
Ms. Stern is also currently a member of the Dallas Board of the Federal Reserve Bank of Dallas, a role she has held since 2013.
The Board believes that Ms. Sterns knowledge of financial services and investment management and her experience as a director, and other professional experience gained through her prior employment benefit 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.
Robert C. Troccoli, Trustee
Robert C. Troccoli has been a member of the Board of Trustees of the Invesco Funds since 2016.
Mr. Troccoli retired in 2010 after a 39-year career with KPMG LLP. Since 2013 he has been an adjunct professor at the University of Denvers Daniels College of Business.
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Mr. Troccolis leadership roles during his career with KPMG included managing partner and partner in charge of the Denver offices Financial Services Practice. He served regulated investment companies, investment advisors, private partnerships, private equity funds, sovereign wealth funds, and financial services companies. Toward the end of his career, Mr. Troccoli was a founding member of KPMGs Private Equity Group in New York City, where he served private equity firms and sovereign wealth funds. Mr. Troccoli also served mutual fund clients along with several large private equity firms as Global Lead Partner of KPMGs Private Equity Group.
The Board believes that Mr. Troccolis experience as a partner in a large accounting firm and his knowledge of investment companies, investment advisors, and private equity firms benefits the Funds.
Christopher L. Wilson, Trustee
Christopher L. Wilson started a career in the investment management business in 1980. From 2004 to 2009, Mr. Wilson served as President and Chief Executive Officer of Columbia Funds, a mutual fund complex with over $350 billion in assets. Mr. Wilson is currently a Managing Partner of CT2, LLC, an early stage investing and consulting firm for start-up companies. He has served in this capacity since 2009.
From 2014 to 2016, Mr. Wilson served as a member of the Board of Directors of the mutual fund company managed by TDAM USA Inc., an affiliate of TD Bank, N.A.
Mr. Wilson also currently serves as a member of the Board of Directors of ISO New England, Inc., the company that establishes the wholesale electricity market and manages the electrical power grid in New England. Mr. Wilson is currently the chair of the Audit and Finance Committee, which also oversees cybersecurity, and a member of the systems planning committee of ISO-NE, Inc. He previously served as chair of the Human Resources and Compensation Committee and was a member of the Markets Committee. He has served on the ISO New England, Inc. board since 2011.
The Board believes that Mr. Wilsons knowledge of financial services and investment management, his experience as a director and audit committee member of other companies, including a mutual fund company, and other professional experience gained through his prior employment benefit the Funds.
The Trustees have the authority to take all actions that they consider necessary or appropriate in connection with management of the Trust, including, among other things, approving the investment objectives, investment policies and fundamental investment restrictions for the Funds. The Trust has entered into agreements with various service providers, including the Funds investment advisers, administrator, transfer agent, distributor and custodians, to conduct the day-to-day operations of the Funds. The Trustees are responsible for selecting these service providers, approving the terms of their contracts with the Funds, and exercising general oversight of these arrangements 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 Trusts.
Leadership Structure and the Board of Trustees. The Board is currently composed of fifteen Trustees, including thirteen Trustees who are not interested persons of the Funds, 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 standing committees the Audit Committee, the Compliance Committee, the Governance Committee, the Investments Committee and the Valuation, Distribution and Proxy Oversight Committee (the Committees), to assist the Board in performing its oversight responsibilities.
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The Board has appointed an Independent Trustee to serve in the role of Chairman. The Chairmans primary role is to preside at meetings of the Board and act as a liaison with the Adviser and other service providers, officers, including the Senior Officer of the Trust, attorneys, and other Trustees between meetings. The Chairman also participates in the preparation of the agenda for the meetings of the Board, is active with mutual fund industry organizations, and may perform such other functions as may be requested by the Board from time to time. Except for any duties specified 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 Board believes that its leadership structure, including having an Independent Trustee as Chairman, allows for effective communication between the Trustees and management, among the Trustees and among the Independent Trustees. The existing Board structure, including its Committee structure, provides the Independent Trustees with effective control over Board governance while also allowing them to receive and benefit from 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 allows for the proper consideration of matters deemed important to the Funds and their shareholders and results in effective decision-making.
Risk Oversight . The Board considers risk management issues as part of its general oversight responsibilities throughout the year at its regular meetings and at regular meetings of its Committees. Invesco prepares regular reports that address certain investment, valuation and compliance matters, and the Board as a whole or the Committees 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.
The Audit Committee is apprised by, and discusses with, management its policies on risk assessment and risk management. Such discussion includes a discussion of the guidelines governing the process by which risks are assessed and managed and an identification of each Funds major financial risk exposures. In addition, the Audit Committee meets regularly with representatives of Invesco Ltd.s internal audit group to review reports on their examinations of functions and processes within Invesco that affect the Funds.
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 has recommended and the Board has adopted compliance policies and procedures for the Funds and for the Funds service providers. The compliance policies and procedures are designed to detect, prevent and correct violations of the federal securities laws.
The Governance Committee monitors the composition of the Board and each of its Committees and monitors the qualifications of the Trustees to ensure adherence to certain governance undertakings applicable to the Funds. In addition, the Governance Committee oversees an annual self-assessment of the Board and addresses governance risks, including insurance and fidelity bond matters, for the Trust.
The Investments Committee and its sub-committees receive regular written reports describing and analyzing the investment performance of the Funds. In addition, Invescos Chief Investment Officers and the portfolio managers of the Funds meet regularly with the Investments Committee or its sub-committees to discuss portfolio performance, including investment risk, such as the impact on the Funds of investments in particular types of 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.
The Valuation, Distribution and Proxy Oversight Committee monitors fair valuation of portfolio securities based on management reports that include explanations of the reasons for the fair valuation and the methodology used to arrive at the fair value. Such reports also include information concerning illiquid securities in Fund portfolios.
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The members of the Audit Committee are Messrs. Arch, Bunch, Crockett, Stickel (Chair), Troccoli (Vice Chair), Mss. Hostetler and Ressel and Dr. Soll. The Audit Committee performs a number of functions with respect to the oversight of the Funds accounting and financial reporting, including: (i) assisting the Board with its oversight of the qualifications, independence and performance of the independent registered public accountants; (ii) appointing independent registered public accountants for the Funds; (iii) to the extent required, pre-approving certain audit and permissible non-audit services; (iv) overseeing the financial reporting process for the Funds; and (v) assisting the Board with its oversight of the integrity of the Funds financial statements and compliance with legal and regulatory requirements. During the fiscal year ended October 31, 2016, the Audit Committee held twelve meetings.
The members of the Compliance Committee are Messrs. Arch (Vice Chair), Bunch, Stickel, Troccoli and Wilson, Ms. Ressel and Dr. Soll (Chair). The Compliance Committee performs a number of functions with respect to compliance matters, including: (i) if requested by the Board, reviewing and making recommendations concerning the qualifications, performance and compensation of the Funds Chief Compliance Officer and Senior Officer; (ii) reviewing recommendations and reports made by the Chief Compliance Officer or Senior Officer of the Funds regarding compliance matters; (iii) overseeing compliance policies and procedures of the Funds and their service providers; and (iv) overseeing potential conflicts of interest that are reported to the Compliance Committee by Invesco, the Chief Compliance Officer, or the Senior Officer. During the fiscal year ended October 31, 2016, the Compliance Committee held four meetings.
The members of the Governance Committee are Messrs. Crockett and Fields (Chair), Mss. Hostetler and Stern and Drs. Jones and Mathai-Davis (Vice Chair). The Governance Committee performs a number of functions with respect to governance, including: (i) nominating persons to serve as Independent Trustees and as members of each Committee, and nominating the Chair of the Board and the Chair and Vice Chair of each Committee; (ii) reviewing and making recommendations to the full Board regarding the size and composition of the Board and the compensation payable to the Independent Trustees; and (iii) overseeing the annual self-evaluation of the performance of the Board and its Committees. During the fiscal year ended October 31, 2016, the Governance Committee held six meetings.
The Governance Committee will consider nominees recommended by a shareholder to serve as trustees, provided: (i) that such person is a shareholder of record at the time he or she submits such names and is entitled to vote at the meeting of shareholders at which trustees will be elected; and (ii) that the Governance Committee or the Board, as applicable, shall make the final determination of persons to be nominated. Notice procedures set forth in the Trusts bylaws require that any shareholder of a Fund desiring to nominate a candidate for election at a shareholder meeting must provide certain information about itself and the candidate, and must submit to the Trusts Secretary the nomination in writing not later than the close of business on the later of the 90th day, nor earlier than the close of business on the 120th day, prior to the first anniversary of the preceding years annual meeting; provided, however, that in the event that the date of the annual meeting is advanced by more than 30 days or delayed by more than 60 days from such anniversary date or if the Trust has not previously held an annual meeting, notice by the Shareholder to be timely must be so delivered not earlier than the close of business on the 120th day prior to such annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting or the tenth day following the day on which public announcement of the date of such meeting is first made by the Trust.
The members of the Investments Committee are Messrs. Arch (Vice Chair), Bunch (Chair), Crockett, Fields, Flanagan, Stickel, Taylor, Troccoli (Vice Chair) and Wilson, Mss. Hostetler, Ressel and Stern and Drs. Jones (Vice Chair), Mathai-Davis and Soll. The Investments Committees primary purposes are to assist the Board in its oversight of the investment management services provided by Invesco and the Sub-Advisers and to periodically review Fund performance information. During the fiscal year ended October 31, 2016, the Investments Committee held six meetings.
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The Investments Committee has established three Sub-Committees and delegated to the Sub-Committees responsibility for, among other matters: (i) reviewing the performance 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; and (ii) reviewing with the applicable portfolio managers from time to time the investment objective(s), policies, strategies, risks and limitations of the Designated Funds.
The members of the Valuation, Distribution and Proxy Oversight Committee are Messrs. Fields, and Wilson, Ms. Stern and Drs. Jones (Vice Chair) and Mathai-Davis (Chair). The Valuation, Distribution and Proxy Oversight Committee performs a number of functions with respect to valuation, distribution and proxy voting, including: (i) reviewing reports and making recommendations to the full Board regarding the Funds valuation and liquidity methods and determinations, and annually approving and making recommendations to the full Board regarding pricing procedures and procedures for determining the liquidity of securities; (ii) reviewing Invescos annual report evaluating the pricing vendors, and approving and recommending that the full Board approve changes to pricing vendors and pricing methodologies; (iii) reviewing reports and making recommendations to the full Board regarding mutual fund distribution and marketing channels and expenditures; and (iv) reviewing reports and making recommendations to the full Board regarding proxy voting guidelines, policies and procedures. During the fiscal year ended October 31, 2016, 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 of each Committee and Sub-Committee 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, 2016 is found in Appendix D.
The Trustees have adopted a retirement policy that permits each Trustee to serve until December 31 of the year in which the Trustee turns 75.
Pre-Amendment Retirement Plan For Trustees
The Trustees have adopted a Retirement Plan for the Trustees who are not affiliated with the Adviser. A description of the pre-amendment Retirement Plan follows. 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
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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 the Trustee. The amount of the annual retirement benefit does not include additional compensation paid for Board meeting fees or compensation paid to the Chair of the Board and the Chairs and Vice Chairs of certain Board committees, whether such amounts are paid directly to the Trustee or deferred. The annual retirement benefit is payable in quarterly installments for a number of years equal to the lesser of (i) sixteen years or (ii) the number of such Trustees credited years of service. If a Trustee dies prior to receiving the full amount of retirement benefits, the remaining payments will be made to the deceased Trustees designated beneficiary for the same length of time that the Trustee would have received the payments based on his or her service or, if the Trustee has elected, in a discounted lump sum payment. A Trustee must have attained the age of 65 (60 in the event of disability) to receive any retirement benefit. A Trustee may make an irrevocable election to commence payment of retirement benefits upon retirement from the Board before age 72; in such a case, the annual retirement benefit is subject to a reduction for early payment.
If the Former Van Kampen Trustee completes at least 10 years of credited service after June 1, 2010, the retirement benefit will equal 75% of the Former Van Kampen Trustees annual retainer paid to or accrued by any Covered Fund with respect to such Trustee during the twelve-month period prior to retirement, including the amount of any retainer deferred under a separate deferred compensation agreement between the Covered Fund and such Trustee. The amount of the annual retirement benefit does not include additional compensation paid for Board meeting fees or compensation paid to the Chair of the Board and the Chairs and Vice Chairs of certain Board committees, whether such amounts are paid directly to the Trustee or deferred. The annual retirement benefit is payable in quarterly installments for 10 years beginning after the later of the Former Van Kampen Trustees termination of service or attainment of age 72 (or age 60 in the event of disability or immediately in the event of death). If a Former Van Kampen Trustee dies prior to receiving the full amount of retirement benefits, the remaining payments will be made to the deceased Trustees designated beneficiary or, if the Trustee has elected, in a discounted lump sum payment.
If the Former Van Kampen Trustee completes less than 10 years of credited service after June 1, 2010, the retirement benefit will be payable at the applicable time described in the preceding paragraph, but will be paid in two components successively. For the period of time equal to the Former Van Kampen Trustees years of credited service after June 1, 2010, the first component of the annual retirement benefit will equal 75% of the compensation amount described in the preceding paragraph. Thereafter, for the period of time equal to the Former Van Kampen Trustees years of credited service after June 1, 2010, the second component of the annual retirement benefit will equal the excess of (x) 75% of the compensation amount described in the preceding paragraph, over (y) $68,041 plus an interest factor of 4% per year compounded annually measured from June 1, 2010 through the first day of each year for which payments under this second component are to be made. In no event, however, will the retirement benefits under the two components be made for a period of time greater than 10 years. For example, if the Former Van Kampen Trustee completes 7 years of credited service after June 1, 2010, he or she will receive 7 years of payments under the first component and thereafter 3 years of payments under the second component, and if the Former Van Kampen Trustee completes 4 years of credited service after June 1, 2010, he or she will receive 4 years of payments under the first component and thereafter 4 years of payments under the second component.
Amendment of Retirement Plan and Conversion to Defined Contribution Plan
The Trustees approved an amendment to the Retirement Plan to convert it to a defined contribution plan for active Trustees (the Amended Plan). Under the Amended Plan, the benefit amount was amended for each active Trustee to the present value of the Trustees existing retirement plan benefit as of December 31, 2013 (the Existing Plan Benefit) plus the present value of retirement benefits expected to be earned under the Retirement Plan through the end of the calendar year in which the Trustee attained age 75 (the Expected Future Benefit and, together with the Existing Plan Benefit, the Accrued Benefit). On the conversion date, the Covered Funds established bookkeeping accounts in the amount of their pro rata share of the Accrued Benefit, which is deemed to be invested in one or more
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Invesco Funds selected by the participating Trustees. Such accounts will be adjusted from time to time to reflect deemed investment earnings and losses. Each Trustees Accrued Benefit is not funded and, with respect to the payments of amounts held in the accounts, the participating Trustees have the status of unsecured creditors of the Covered Funds. Trustees will be paid the adjusted account balance under the Amended Plan in quarterly installments for the same period as described above.
Deferred Compensation Agreements
Three retired Trustees, as well as Messrs. Crockett, Fields and Dr. Mathai-Davis (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 certain 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.
Purchases of Class Y Shares of the Funds
The Trustees and certain other affiliated persons of the Trust may purchase Class Y shares of the Invesco Funds.
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):
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Fund | Adviser/Sub-Adviser | |
Invesco Charter Fund | Invesco Advisers, Inc. | |
Invesco Diversified Dividend Fund | Invesco Advisers, Inc. | |
Invesco Summit Fund | Invesco Advisers, Inc. |
Invesco (the Proxy Voting Entity). 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, 2016 is available without charge at our website www.invesco.com/us . This information is also available at the SEC website, http://www.sec.gov .
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES
Information about the ownership of each Funds Class T shares by beneficial or record owners of such Fund and ownership of Fund shares 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 is an indirect, wholly owned subsidiary of Invesco Ltd. Invesco Ltd. and its subsidiaries are an independent global investment management group. Certain of the directors and officers of Invesco are also executive officers of the Trust and their affiliations are shown under Management Information herein.
As investment adviser, Invesco supervises all aspects of the Funds operations and provides investment advisory services to the Funds. Invesco obtains and evaluates economic, statistical and financial information to formulate and implement investment programs for the Funds. The Master Investment Advisory Agreement (Advisory Agreement) provides that, in fulfilling its responsibilities, Invesco may engage the services of other investment managers with respect to one or more of the Funds. The investment advisory services of Invesco are not exclusive and Invesco is free to render investment advisory services to others, including other investment companies.
Pursuant to an administrative services agreement with the Funds, Invesco is also responsible for furnishing to the Funds, at Invescos expense, the services of persons believed to be competent to perform all supervisory and administrative services required by the Funds, which in the judgment of the trustees, are necessary to conduct the respective businesses of the Funds effectively, as well as the offices, equipment and other facilities necessary for their operations. Such functions include the maintenance of each Funds accounts and records, and the preparation of all requisite corporate documents such as tax returns and reports to the SEC and shareholders.
The Advisory Agreement provides that each Fund will pay or cause to be paid all expenses of such Fund not assumed by Invesco, including, without limitation: brokerage commissions, taxes, legal, auditing or governmental fees, custodian, transfer and shareholder service agent costs, expenses of issue, sale, redemption, and repurchase of shares, expenses of registering and qualifying shares for sale, expenses relating to trustee and shareholder meetings, the cost of preparing and distributing reports and
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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 Name |
Annual Rate/Net Assets Per
Advisory Agreement |
|
Invesco Charter Fund |
0.695% of first $250M
0.615% of next $4.05B 0.57% of next $3.9B 0.545% of next $1.8B 0.52% of amount over $10B |
|
Invesco Diversified Dividend Fund |
0.60% of first $350M
0.55% of next $350M 0.50% of next $1.3B 0.45% of next $2B 0.40% of next $2B 0.375% of next $2B 0.35% of amount over $8B |
|
Invesco Summit Fund |
1.00% of first $10M
0.75% of next $140M 0.625% of amount over $150M |
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.
Invesco has contractually agreed through at least June 30, 2018, to waive advisory fees payable by each Fund in an amount equal to 100% of the net advisory fee Invesco receives from the Affiliated Money Market Funds as a result of each Funds investment of uninvested cash in the Affiliated Money Market Funds. See Description of the Funds and Their Investments and Risks Investment Strategies and Risks Other Investments Other Investment Companies.
Invesco also has contractually agreed through at least June 30, 2018 to waive advisory fees or reimburse expenses to the extent necessary to limit the total annual fund operating expenses (excluding (i) interest: (ii) taxes: (iii) dividend expenses on short sales: (iv) extraordinary or non-routine items, including litigation expenses; and (v) expenses that each Fund has incurred but did not actually pay because of an expenses offset arrangement) for the following Funds shares:
Fund |
Expenses Limitation | |||
Invesco Charter Fund |
||||
Class A Shares |
2.00 | % | ||
Class B Shares |
2.75 | % | ||
Class C Shares |
2.75 | % | ||
Class R Shares |
2.25 | % |
50
Fund |
Expenses Limitation | |||
Class S Shares |
1.90 | % | ||
Class Y Shares |
1.75 | % | ||
Class R5 Shares |
1.75 | % | ||
Class R6 Shares |
1.75 | % | ||
Class T Shares |
2.00 | % | ||
Invesco Diversified Dividend Fund |
||||
Class A Shares |
2.00 | % | ||
Class B Shares |
2.75 | % | ||
Class C Shares |
2.75 | % | ||
Class R Shares |
2.25 | % | ||
Class Y Shares |
1.75 | % | ||
Investor Class Shares |
2.00 | % | ||
Class R5 Shares |
1.75 | % | ||
Class R6 Shares |
1.75 | % | ||
Class T Shares |
2.00 | % | ||
Invesco Summit Fund |
||||
Class A Shares |
2.00 | % | ||
Class B Shares |
2.75 | % | ||
Class C Shares |
2.75 | % | ||
Class P Shares |
1.85 | % | ||
Class S Shares |
1.90 | % | ||
Class Y Shares |
1.75 | % | ||
Class R5 Shares |
1.75 | % | ||
Class T Shares |
2.00 | % |
Acquired Fund Fees and Expenses are not operating expenses of the Fund directly, but are fees and expenses, including management fees of the investment companies in which the Fund invests. As a result, the Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement may exceed a Funds expense limit.
If applicable, such contractual fee waivers or reductions are set forth in the fee table to each Funds Prospectus. Unless Invesco continues the fee waiver agreements, they will terminate as indicated above. During their terms, the fee waiver agreements cannot be terminated or amended to increase the expense limits or reduce the advisory fee waiver without approval of the Board.
The management fees for the last three fiscal years are found in Appendix G.
Invesco has entered into a Sub-Advisory Agreement with certain affiliates to serve as sub-advisers to each Fund, pursuant to which these affiliated sub-advisers may be appointed by Invesco from time to time to provide discretionary investment management services, investment advice, and/or order execution services to the Funds. These affiliated sub-advisers, each of which is a registered investment adviser under the Advisers Act are:
Invesco Asset Management Deutschland GmbH (Invesco Deutschland)
Invesco Asset Management Ltd. (Invesco Asset Management)
Invesco Asset Management (Japan) Limited (Invesco Japan)
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.
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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.
Appendix H contains the following information regarding the portfolio managers identified in each Funds prospectus:
| The dollar range of the managers investments in each Fund. |
| A description of the mangers compensation structure. |
| Information regarding other accounts managed by the manager and potential conflicts of interest that might arise from the management of multiple accounts. |
Securities Lending Arrangements
If a Fund engages in securities lending, Invesco will provide the Fund investment advisory services and related administrative services. The Advisory Agreement describes the administrative services to be rendered by Invesco if a Fund engages in securities lending activities, as well as the compensation Invesco may receive for such administrative services. Services to be provided include: (a) overseeing participation in the securities lending program to ensure compliance with all applicable regulatory and investment guidelines; (b) assisting the securities lending agent or principal (the agent) in determining which specific securities are available for loan; (c) monitoring the agent to ensure that securities loans are effected in accordance with Invescos instructions and with procedures adopted by the Board; (d) preparing appropriate periodic reports for, and seeking appropriate approvals from, the Board with respect to securities lending activities; (e) responding to agent inquiries; and (f) performing such other duties as may be necessary.
The Advisory Agreement authorizes Invesco to receive a separate fee equal to 25% of the net monthly interest or fee income retained or paid to the Fund for the administrative services that Invesco renders in connection with securities lending. Invesco has contractually agreed, however, not to charge this fee and to obtain Board approval prior to charging such fee in the future.
Administrative Services Agreement. Invesco and the Trust have entered into a Master Administrative Services Agreement (Administrative Services Agreement) pursuant to which Invesco may perform or arrange for the provision of certain accounting and other administrative services to each Fund which are not required to be performed by Invesco under the Advisory Agreement. The Administrative Services Agreement provides that it will remain in effect and continue from year to year only if such continuance is specifically approved at least annually by the Board, including the independent trustees, by votes cast in person at a meeting called for such purpose. Under the Administrative Services Agreement, Invesco is entitled to receive from the Funds reimbursement of its costs or such reasonable compensation. Currently, Invesco is reimbursed for the services of the Trusts principal financial officer and her staff and any expenses related to fund accounting services.
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Administrative services fees paid to Invesco by each Fund for the last three fiscal years ended October 31 are found in Appendix I.
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. Other such services may be delegated or sub-contracted to third party intermediaries. For servicing accounts holding Class A, A2, AX, B, BX, C, CX, P, R, RX, S, T, Y, Invesco Cash Reserve and Investor Class shares, as applicable, the TA Agreement provides that the Trust, on behalf of the Funds, will pay Invesco Investment Services an annual fee per open shareholder account plus certain out of pocket expenses. This fee is paid monthly at the rate of 1/12 of the annual rate and is based upon the number of open shareholder accounts during each month. For servicing accounts holding Class R5 and R6 shares, as applicable, the TA Agreement provides that the Trust, on behalf of the Funds, will pay Invesco Investment Services a fee per trade executed, to be billed monthly, plus certain out-of-pocket expenses. In addition, all fees payable by Invesco Investment Services or its affiliates to third party intermediaries who service accounts pursuant to sub-transfer agency, omnibus account services and sub-accounting agreements are charged back to the Funds, subject to certain limitations approved by the Board of the Trust. These payments are made in consideration of services that would otherwise be provided by Invesco Investment Services if the accounts serviced by such intermediaries were serviced by Invesco Investment Services directly. For more information regarding such payments to intermediaries, see the discussion under Sub-Accounting and Networking Support Payments in Appendix L.
Sub-Transfer Agent. Invesco Canada, 5140 Yonge Street, Suite 800, Toronto, Ontario M2N6X7, Canada, a wholly owned, indirect subsidiary of Invesco Ltd., provides services to the Trust as a sub-transfer agent, pursuant to an agreement between Invesco Canada and Invesco Investment Services. The Trust does not pay a fee to Invesco Canada for these services. Rather Invesco Canada is compensated by Invesco Investment Services, as a sub-contractor.
Custodian. State Street Bank and Trust Company (the Custodian), 225 Franklin Street, Boston, Massachusetts 02110, is custodian of all securities and cash of the Funds. The Bank of New York Mellon, 2 Hanson Place, Brooklyn, New York 11217-1431, also serves as sub-custodian to facilitate cash management.
The Custodians and sub-custodians are authorized to establish separate accounts in foreign countries and to cause foreign securities owned by the Funds to be held outside the United States in branches of U.S. banks and, to the extent permitted by applicable regulations, in certain foreign banks and securities depositories. Invesco is responsible for selecting eligible foreign securities depositories and for assessing the risks associated with investing in foreign countries, including the risk of using eligible foreign securities depositories in a country. The Custodian is responsible for monitoring eligible foreign securities depositories.
Under its contract with the Trust, the Custodian maintains the portfolio securities of the Funds, administers the purchases and sales of portfolio securities, collects interest and dividends and other distributions made on the securities held in the portfolios of the Funds and performs other ministerial duties. These services do not include any supervisory function over management or provide any protection against any possible depreciation of assets.
Independent Registered Public Accounting Firm. The Funds independent registered public accounting firm is responsible for auditing the financial statements of the Funds. The Audit Committee of the Board has appointed PricewaterhouseCoopers LLP, 1000 Louisiana Street, Suite 5800, Houston,
53
Texas 77002-5678, as the independent registered public accounting firm to audit the financial statements of the Funds. Such appointment was ratified and approved by the Board. In connection with the audit of the 2016 financial statements, the Funds entered into an engagement letter with PricewaterhouseCoopers LLP. The terms of the engagement letter required by PricewaterhouseCoopers LLP, and agreed to by the Funds Audit Committee, include a provision mandating the use of mediation and arbitration to resolve any controversy or claim between the parties arising out of or relating to the engagement letter or the services provided thereunder.
Counsel to the Trust. Legal matters for the Trust have been passed upon by Stradley Ronon Stevens & Young, LLP, 2005 Market Street, Suite 2600 Philadelphia, Pennsylvania 19103-7018.
BROKERAGE ALLOCATION AND OTHER PRACTICES
The Sub-Advisers have adopted compliance procedures that cover, among other items, brokerage allocation and other trading practices. If all or a portion of 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 procedures.
Placing trades generally involves acting on portfolio manager instructions to buy or sell a specified amount of portfolio securities, including selecting one or more broker-dealers, including affiliated and third-party broker-dealers to execute the trades, and negotiating commissions and spreads. Various Invesco Ltd. subsidiaries have created a global equity trading desk. The global equity trading desk has assigned local traders in six primary trading centers to place equity securities trades in their regions. Invesco Advisers Americas desk, located in Atlanta, Houston and Toronto, generally places trades of equity securities trading in North America, Canada and Latin America; the Hong Kong desk of Invesco Hong Kong (the Hong Kong Desk) generally places trades of equity securities in the Asia-Pacific markets, except Japan and Australia; the Japan trading desk of Invesco Japan generally places trades of equity securities in the Japanese markets, the EMEA trading desk of Invesco Asset Management (the EMEA Desk) generally places trades of equity securities in European, Middle Eastern and African countries; the Australian desk, located in Sydney and Melbourne, for the execution of orders of equity 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 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 EMEA Desk. Even when trading is delegated by Invesco or the Sub-Adviser to the various arms of the global equity trading desk, Invesco or the Sub-Adviser that delegates trading is responsible for oversight of this trading activity.
Invesco or the Sub-Advisers makes decisions to buy and sell securities for each Fund, selects broker-dealers (each, a Broker), effects the Funds investment portfolio transactions, allocates brokerage fees in such transactions and, where applicable, negotiates commissions and spreads on transactions. Invescos and the Sub-Advisers primary consideration in effecting a security transaction is to obtain best execution, which is defined as prompt and efficient execution of the transaction at the best obtainable price with payment of commissions, mark-ups or mark-downs which are reasonable in relation to the value of the brokerage services provided by the Broker. While Invesco or the Sub-Advisers seeks reasonably competitive commission rates, the Funds may not pay the lowest commission or spread available. See Broker Selection below.
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Some of the securities in which the Funds invest are traded in OTC markets. Portfolio transactions in such markets may be effected on a principal basis at net prices without commissions, but which include compensation to the Broker in the form of a mark-up or mark-down, or on an agency basis, which involves the payment of negotiated brokerage commissions to the Broker, including electronic communication networks. Purchases of underwritten issues, which include initial public offerings and secondary offerings, include a commission or concession paid by the issuer (not the Funds) to the underwriter. Purchases of money market instruments may be made directly from issuers without the payment of commissions.
Historically, Invesco and the Sub-Advisers did not negotiate commission rates on stock markets outside the United States. In recent years many overseas stock markets have adopted a system of negotiated rates; however, a number of markets maintain an established schedule of minimum commission rates.
In some cases, Invesco may decide to place trades on a blind principal bid basis, which involves combining all trades for one or more portfolios into a single basket, and generating a description of the characteristics of the basket for provision to potential executing brokers. Based on the trade characteristics information provided by Invesco, these brokers submit bids for executing all of the required trades at the market close price for a specific commission. Invesco generally selects the broker with the lowest bid to execute these trades.
Brokerage commissions paid by each of the Funds during the last three fiscal years ended October 31 are found in Appendix J.
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-Adviser, 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
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[Invescos or the Sub-Advisers] overall responsibilities with respect to the accounts as to which [it] exercises investment discretion. The services provided by the Broker also must lawfully and appropriately assist Invesco or the Sub-Adviser in the performance of its investment decision-making responsibilities. Accordingly, a Fund may pay a Broker commissions higher than those available from another Broker in recognition of the Brokers provision of Soft Dollar Products to Invesco or the Sub-Adviser.
Invesco and the Sub-Adviser face a potential conflict of interest when they use client trades to obtain Soft Dollar Products. This conflict exists because Invesco and the Sub-Adviser are able to use the Soft Dollar Products to manage client accounts without paying cash for the Soft Dollar Products, which reduces Invescos or the Sub-Advisers expenses to the extent that Invesco or the Sub-Adviser would have purchased such products had they not been provided by Brokers. Section 28(e) permits Invesco or the Sub-Adviser to use Soft Dollar Products for the benefit of any account it manages. Certain Invesco-managed accounts (or accounts managed by the Sub-Adviser) may generate soft dollars used to purchase Soft Dollar Products that ultimately benefit other Invesco Advisers, Inc.-managed accounts (or Sub-Adviser-managed accounts), effectively cross subsidizing the other Invesco-managed accounts (or the other Sub-Adviser-managed accounts) that benefit directly from the product. Invesco or the Sub-Adviser may not use all of the Soft Dollar Products provided by Brokers through which a Fund effects securities transactions in connection with managing the Fund whose trades generated the soft dollars used to purchase such products.
Invesco presently engages in the following instances of cross-subsidization:
Fixed income funds normally do not generate soft dollar commissions to pay for Soft Dollar Products. Therefore, soft dollar commissions used to pay for Soft Dollar Products which are used to manage certain fixed income Invesco Funds are generated entirely by equity Invesco Funds and other equity client accounts managed by Invesco. In other words, certain fixed income Invesco Funds are cross-subsidized by the equity Invesco Funds in that the fixed income Invesco Funds receive the benefit of Soft Dollar Products services for which they do not pay. Similarly, other accounts managed by Invesco or certain of its affiliates may benefit from Soft Dollar Products services for which they do not pay.
Invesco and the Sub-Advisers attempt to reduce or eliminate the potential conflicts of interest concerning the use of Soft Dollar Products by directing client trades for Soft Dollar Products only if Invesco or the Sub-Advisers concludes that the Broker supplying the product is capable of providing best execution.
Certain Soft Dollar Products may be available directly from a vendor on a hard dollar basis; other Soft Dollar Products are available only through Brokers in exchange for soft dollars. Invesco and the Sub-Adviser use soft dollars to purchase two types of Soft Dollar Products:
| proprietary research created by the Broker executing the trade, and |
| other products created by third parties that are supplied to Invesco or the Sub-Adviser through the Broker executing the trade. |
Proprietary research consists primarily of traditional research reports, recommendations and similar materials produced by the in-house research staffs of broker-dealer firms. This research includes evaluations and recommendations of specific companies or industry groups, as well as analyses of general economic and market conditions and trends, market data, contacts and other related information and assistance. Invesco periodically rates the quality of proprietary research produced by various Brokers. Based on the evaluation of the quality of information that Invesco receives from each Broker, Invesco develops an estimate of each Brokers share of Invesco clients commission dollars and attempts to direct trades to these firms to meet these estimates.
Invesco and the Sub-Advisers also use soft dollars to acquire products from third parties that are supplied to Invesco or the Sub-Advisers through Brokers executing the trades or other Brokers who step in to a transaction and receive a portion of the brokerage commission for the trade. Invesco or the Sub-
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Adviser 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 has 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, earning estimates and financial data. These services may include software tools that allow the user to search the database or to prepare value-added analyses related to the investment process (such as forecasts and models used in the portfolio management process). |
| Quotation/Trading/News Systems products that provide real time market data information, such as pricing of individual securities and information on current trading, as well as a variety of news services. |
| Economic Data/Forecasting Tools various macro-economic forecasting tools, such as economic data or currency and political forecasts for various countries or regions. |
| Quantitative/Technical Analysis software tools that assist in quantitative and technical analysis of investment data. |
| Fundamental/Industry Analysis industry specific fundamental investment research. |
| Fixed Income Security Analysis data and analytical tools that pertain specifically to fixed income securities. These tools assist in creating financial models, such as cash flow projections and interest rate sensitivity analyses, which are relevant to fixed income securities. |
| Other Specialized Tools other specialized products, such as consulting analyses, access to industry experts, and distinct investment expertise such as forensic accounting or custom built investment-analysis software. |
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 determines assists it in the investment decision-making or trading process and will pay for the remaining value of the product or service in cash.
Outside research assistance is useful to Invesco or the Sub-Advisers because the Brokers used by Invesco or the Sub-Advisers tend to provide more in-depth analysis of a broader universe of securities and other matters than Invescos or the Sub-Advisers staff follows. In addition, such services provide Invesco or the Sub-Advisers with a diverse perspective on financial markets. Some Brokers may indicate that the provision of research services is dependent upon the generation of certain specified levels of commissions and underwriting concessions by Invescos or the Sub-Advisers clients, including the Funds. However, the Funds are not under any obligation to deal with any Broker in the execution of transactions in portfolio securities. In some cases, Soft Dollar Products are available only from the Broker providing them. In other cases, Soft Dollar Products may be obtainable from alternative sources in return for cash payments. Invesco and the Sub-Advisers believe that because Broker research supplements
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rather than replaces Invescos or the Sub-Advisers research, the receipt of such research tends to improve the quality of Invescos or the Sub-Advisers investment advice. The advisory fee paid by the Funds is not reduced because Invesco or the Sub-Advisers receives such services. To the extent the Funds portfolio transactions are used to obtain Soft Dollar Products, the brokerage commissions obtained by the Funds might exceed those that might otherwise have been paid.
Invesco or the Sub-Advisers may determine target levels of brokerage business with various Brokers on behalf of its clients (including the Funds) over a certain time period. Invesco determines target levels based upon the following factors, among others: (1) the execution services provided by the Broker; and (2) the research services provided by the Broker. Portfolio transactions may be effected through Brokers that recommend the Funds to their clients, or that act as agent in the purchase of a Funds shares for their clients, provided that Invesco or the Sub-Advisers believes such Brokers provide best execution and such transactions are executed in compliance with Invescos policy against using directed brokerage to compensate Brokers for promoting or selling Invesco Fund shares. Invesco and the Sub-Advisers will not enter into a binding commitment with Brokers to place trades with such Brokers involving brokerage commissions in precise amounts.
Directed Brokerage (Research Services)
Directed brokerage (research services) commissions paid by each of the Funds during the last fiscal year ended October 31, 2016 are found in Appendix K.
The Adviser or Sub-Adviser may place trades with Invesco Capital Markets, Inc. (ICMI), a broker-dealer with whom it is affiliated, provided the Adviser or Sub-Adviser determines that ICMIs trade execution abilities and costs are at least comparable to those of non-affiliated brokerage firms with which the Adviser or Sub-Adviser 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 the Adviser or Sub-Adviser. Trades placed through ICMI, including the brokerage commissions paid to ICMI, are subject to procedures adopted by the Board.
Brokerage commissions on affiliated transactions paid by the Funds during the last three fiscal years ended October 31, are found in Appendix J.
Information concerning the Funds acquisition of securities of their Brokers during the last fiscal year ended October 31, 2016 is found in Appendix K.
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 Invesco Fund or one or more other accounts. However, the position of each account in the same security and the length of time that each account may hold its investment in the same security may vary. Invesco and the Sub-Advisers will also determine the timing and amount of purchases for an account based on its cash position. If the purchase or sale of securities is consistent with the investment policies of the Fund(s) and one or more other accounts, and is considered at or about the same time, Invesco or the Sub-Advisers will allocate transactions in such securities among the Fund(s) and these accounts on a pro rata basis based on order size or in such other manner believed by Invesco to be fair and equitable. Invesco or the Sub-Advisers may combine transactions in accordance with applicable laws and regulations to obtain the most favorable execution. Simultaneous transactions could, however, adversely affect a Funds ability to obtain or dispose of the full amount of a security which it seeks to purchase or sell.
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Allocation of Initial Public Offering (IPO) Transactions
Certain of the Invesco Funds or other accounts managed by Invesco may become interested in participating in IPOs. Purchases of IPOs by one Invesco Fund or other accounts may also be considered for purchase by one or more other Invesco Funds or accounts. Invesco combines indications of interest for IPOs for all Invesco Funds and accounts participating in purchase transactions for that IPO. When the full amount of all IPO orders for such Invesco Funds and accounts cannot be filled completely, Invesco shall allocate such transactions in accordance with the following procedures:
Invesco or the Sub-Advisers may determine the eligibility of each Invesco Fund and account that seeks to participate in a particular IPO by reviewing a number of factors, including market capitalization/liquidity suitability and sector/style suitability of the investment with the Invesco Funds or accounts investment objective, policies, strategies and current holdings. Invesco will allocate securities issued in IPOs to eligible Invesco Funds and accounts on a pro rata basis based on order size.
Invesco Canada, Invesco Hong Kong and Invesco Japan allocate IPOs on a pro rata basis based on size of order or in such other manner which they believe is fair and equitable.
Invesco Asset Management allocates IPOs on a pro rata basis based on account size or in such other manner believed by Invesco Asset Management to be fair and equitable.
Invesco Deutschland and Invesco Senior Secured do not subscribe to IPOs.
PURCHASE, REDEMPTION AND PRICING OF SHARES
Please refer to Appendix L for information on Purchase, Redemption and Pricing of Shares.
The following discussion of dividends and distributions should be read in connection with the applicable sections in the Prospectus.
All dividends and distributions will be automatically reinvested in additional shares of the same class of a Fund (hereinafter, the Fund) unless the shareholder has requested in writing to receive such dividends and distributions in cash or that they be invested in shares of another Invesco Fund, subject to the terms and conditions set forth in the Prospectus under the caption Purchasing Shares Automatic Dividend and Distribution Investment. Such dividends and distributions will be reinvested at the net asset value per share determined on the ex-dividend date.
The Fund calculates income dividends and capital gain distributions the same way for each class. The amount of any income dividends per share will differ, however, generally due to any differences in the distribution and service (Rule 12b-1) fees applicable to the classes, as well as any other expenses attributable to a particular class (Class Expenses). Class Expenses, including distribution plan expenses, must be allocated to the class for which they are incurred consistent with applicable legal principles under the 1940 Act.
The 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.
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This Tax Matters section is based on the Internal Revenue Code (Code) and applicable regulations in effect on the date of this SAI. Future legislative, regulatory or administrative changes, including provisions of current law that sunset and thereafter no longer apply, or court decisions may significantly change the tax rules applicable to the Fund and its shareholders. Any of these changes or court decisions may have a retroactive effect.
This is for general information only and not tax advice. All investors should consult their own tax advisors as to the federal, state, local and foreign tax provisions applicable to them.
Taxation of the Fund. The Fund has elected and intends to qualify (or, if newly organized, intends to elect and qualify) each year as a regulated investment company (sometimes referred to as a regulated investment company, RIC or fund) under Subchapter M of the Code. If the Fund qualifies, the Fund will not be subject to federal income tax on the portion of its investment company taxable income (i.e., generally, taxable interest, dividends, net short-term capital gains and other taxable ordinary income net of expenses without regard to the deduction for dividends paid) and net capital gain (i.e., the excess of net long-term capital gains over net short-term capital losses) that it distributes to shareholders.
Qualification as a regulated investment company . In order to qualify for treatment as a regulated investment company, the Fund must satisfy the following requirements:
| Distribution Requirement the Fund must distribute an amount equal to the sum of at least 90% of its investment company taxable income and 90% of its net tax-exempt income, if any, for the tax year (certain distributions made by the Fund after the close of its tax year are considered distributions attributable to the previous tax year for purposes of satisfying this requirement). |
| Income Requirement the Fund must derive at least 90% of its gross income from dividends, interest, certain payments with respect to securities loans, and gains from the sale or other disposition of stock, securities or foreign currencies, or other income (including, but not limited to, gains from options, futures or forward contracts) derived from its business of investing in such stock, securities or currencies and net income derived from qualified publicly traded partnerships (QPTPs). |
| Asset Diversification Test the Fund must satisfy the following asset diversification test at the close of each quarter of the Funds tax year: (1) at least 50% of the value of the Funds assets must consist of cash and cash items, U.S. Government securities, securities of other regulated investment companies, and securities of other issuers (as to which the Fund has not invested more than 5% of the value of the Funds total assets in securities of an issuer and as to which the Fund does not hold more than 10% of the outstanding voting securities of the issuer); and (2) no more than 25% of the value of the Funds total assets may be invested in the securities of any one issuer (other than U.S. Government securities or securities of other regulated investment companies) or of two or more issuers which the Fund controls and which are engaged in the same or similar trades or businesses, or, collectively, in the securities of QPTPs. |
In some circumstances, the character and timing of income realized by the Fund for purposes of the Income Requirement or the identification of the issuer for purposes of the Asset Diversification Test is uncertain under current law with respect to a particular investment, and an adverse determination or future guidance by the Internal Revenue Service (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.
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The Fund may use equalization accounting (in lieu of making some cash distributions) in determining the portion of its income and gains that has been distributed. If the Fund uses equalization accounting, it will allocate a portion of its undistributed investment company taxable income and net capital gain to redemptions of Fund shares and will correspondingly reduce the amount of such income and gains that it distributes in cash. However, the Fund intends to make cash distributions for each taxable year in an aggregate amount that is sufficient to satisfy the Distribution Requirement without taking into account its use of equalization accounting. If the IRS determines that the Funds allocation is improper and that the Fund has under-distributed its income and gain for any taxable year, the Fund may be liable for federal income and/or excise tax.
If for any taxable year the Fund does not qualify as a regulated investment company, all of its taxable income (including its net capital gain) would be subject to tax at regular corporate rates without any deduction for dividends paid to shareholders, and the dividends would be taxable to the shareholders as ordinary income (or possibly as qualified dividend income) to the extent of the Funds current and accumulated earnings and profits. Failure to qualify as a regulated investment company thus would have a negative impact on the Funds income and performance. Subject to savings provisions for certain inadvertent failures to satisfy the Income Requirement or Asset Diversification Test which, in general, are limited to those due to reasonable cause and not willful neglect, it is possible that the Fund will not qualify as a regulated investment company in any given tax year. Even if such savings provisions apply, the Fund may be subject to a monetary sanction of $50,000 or more. Moreover, the Board reserves the right not to maintain the qualification of the Fund as a regulated investment company if it determines such a course of action to be beneficial to shareholders.
Portfolio turnover. For investors that hold their Fund shares in a taxable account, a high portfolio turnover rate (except in a money market fund that maintains a stable net asset value) may result in higher taxes. This is because a fund with a high turnover rate may accelerate the recognition of capital gains and more of such gains are likely to be taxable as short-term rather than long-term capital gains in contrast to a comparable fund with a low turnover rate. Any such higher taxes would reduce the Funds after-tax performance. See Taxation of Fund Distributions Capital gain dividends below. For non-U.S. investors, any such acceleration of the recognition of capital gains that results in more short-term and less long-term capital gains being recognized by the Fund may cause such investors to be subject to increased U.S. withholding taxes. See, Foreign Shareholders U.S. withholding tax at the source below.
Capital loss carryovers. The capital losses of the Fund, if any, do not flow through to shareholders. Rather, the Fund may use its capital losses, subject to applicable limitations, to offset its capital gains without being required to pay taxes on or distribute to shareholders such gains that are offset by the losses. If the Fund has a net capital loss (that is, capital losses in excess of capital gains) the excess (if any) of the Funds net short-term capital losses over its net long-term capital gains is treated as a short-term capital loss arising on the first day of the Funds next taxable year, and the excess (if any) of the Funds net long-term capital losses over its net short-term capital gains is treated as a long-term capital loss arising on the first day of the Funds next taxable year. Any such net capital losses of the Fund that are not used to offset capital gains may be carried forward indefinitely to reduce any future capital gains realized by the Fund in succeeding taxable years. 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. 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 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
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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 incurred after October 31 of the current taxable year, or, if there is no such loss, any net long-term capital loss or any net short-term capital loss incurred after October 31 of the current taxable year (post-October capital losses), and
(ii) the sum of (1) the excess, if any, of (a) specified losses incurred after October 31 of the current taxable year, over (b) specified gains incurred after October 31 of the current taxable year and (2) the excess, if any, of (a) ordinary losses incurred after December 31 of the current taxable year, over (b) the ordinary income 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 income mean other ordinary losses and income that are not described in the preceding sentence. Special rules apply to a fund with a fiscal year ending in November or December that elects to use its taxable year for determining its capital gain net income for excise tax purposes.
Undistributed capital gains. The Fund may retain or distribute to shareholders its net capital gain for each taxable year. The Fund currently intends to distribute net capital gains. If the Fund elects to retain its net capital gain, the Fund will be taxed thereon (except to the extent of any available capital loss carryovers) at the highest corporate tax rate (currently 35%). If the Fund elects to retain its net capital gain, it is expected that the Fund also will elect to have shareholders treated as if each received a distribution of its pro rata share of such gain, with the result that each shareholder will be required to report its pro rata share of such gain on its tax return as long-term capital gain, will receive a refundable tax credit for its pro rata share of tax paid by the Fund on the gain and will increase the tax basis for its shares by an amount equal to the deemed distribution less the tax credit.
Asset allocation funds. If the Fund is a fund of funds, asset allocation fund, or a feeder fund in a master-feeder structure (collectively referred to as a fund of funds which invests in one or more underlying funds taxable as regulated investment companies) distributions by the underlying funds, redemptions of shares in the underlying funds and changes in asset allocations may result in taxable distributions to shareholders of ordinary income or capital gains. A fund of funds (other than a feeder fund in a master-feeder structure) generally will not be able currently to offset gains realized by one underlying fund in which the fund of funds invests against losses realized by another underlying fund. If shares of an underlying fund are purchased within 30 days before or after redeeming at a loss other shares of that underlying fund (whether pursuant to a rebalancing of the Funds portfolio or otherwise), all or a part of the loss will not be deductible by the Fund and instead will increase its basis for the newly purchased shares. Also, except with respect to a qualified fund of funds, a fund of funds (a) is not eligible to pass-through to shareholders foreign tax credits from an underlying fund that pays foreign income taxes and (b) is not eligible to pass-through to shareholders exempt-interest dividends from an underlying fund. A qualified fund of funds, i.e., a fund at least 50 percent of the value of the total assets of which (at the close of each quarter of the taxable year) is represented by interests in other RICs, is eligible to pass-through to shareholders (a) foreign tax credits and (b) exempt-interest dividends. Also a fund of funds, whether or not it is a qualified fund of funds, is eligible to pass-through to shareholders qualified dividends earned by an underlying fund (see Taxation of Fund Distributions Qualified dividend income for
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individuals and Corporate dividends-received deduction below). However, dividends paid to shareholders by a fund of funds from interest earned by an underlying fund on U.S. Government obligations are unlikely to be exempt from state and local income tax.
Federal excise tax. To avoid a 4% non-deductible excise tax, the Fund must distribute by December 31 of each year an amount equal to at least: (1) 98% of its ordinary income for the calendar year, (2) 98.2% of capital gain net income (the excess of the gains from sales or exchanges of capital assets over the losses from such sales or exchanges) for the one-year period ended on October 31 of such calendar year (or, at the election of a regulated investment company having a taxable year ending November 30 or December 31, for its taxable year), and (3) any prior year undistributed ordinary income and capital gain net income. The Fund may elect to defer to the following year any net ordinary loss incurred for the portion of the calendar year which is after the beginning of the Funds taxable year. Also, the Fund will defer any specified gain or specified loss which would be properly taken into account for the portion of the calendar after October 31. Any net ordinary loss, specified gain, or specified loss deferred shall be treated as arising on January 1 of the following calendar year. Generally, the Fund may make sufficient distributions to avoid liability for federal income and excise tax, but can give no assurances that all or a portion of such liability will be avoided. In addition, under certain circumstances temporary timing or permanent differences in the realization of income and expense for book and tax purposes can result in the Fund having to pay an excise tax.
Foreign income tax. Investment income received by the Fund from sources within foreign countries may be subject to foreign income tax withheld at the source, and the amount of tax withheld generally will be treated as an expense of the Fund. The United States has entered into tax treaties with many foreign countries that entitle the Fund to a reduced rate of, or exemption from, tax on such income. Some countries require the filing of a tax reclaim or other forms to receive the benefit of the reduced tax rate; whether or when the Fund will receive the tax reclaim is within the control of the individual country. Information required on these forms may not be available such as shareholder information; therefore, the Fund may not receive the reduced treaty rates or potential reclaims. Other countries have conflicting and changing instructions and restrictive timing requirements which may cause the Fund not to receive the reduced treaty rates or potential reclaims. Other countries may subject capital gains realized by the Fund on sale or disposition of securities of that country to taxation. It is impossible to determine the effective rate of foreign tax in advance since the amount of the Funds assets to be invested in various countries is not known. Under certain circumstances, the Fund may elect to pass-through foreign taxes paid by the Fund to shareholders, although it reserves the right not to do so. If the Fund makes such an election and obtains a refund of foreign taxes paid by the Fund in a prior year, the Fund may be eligible to reduce the amount of foreign taxes reported by the Fund to its shareholders, generally by the amount of the foreign taxes refunded, for the year in which the refund is received.
Taxation of Fund Distributions. The Fund anticipates distributing substantially all of its investment company taxable income and net capital gain for each taxable year. Distributions by the Fund will be treated in the manner described regardless of whether such distributions are paid in cash or reinvested in additional shares of the Fund (or of another Fund). The Fund will send you information annually as to the federal income tax consequences of distributions made (or deemed made) during the year.
Distributions of ordinary income. The Fund receives income generally in the form of dividends and/or interest on its investments. The Fund may also recognize ordinary income from other sources, including, but not limited to, certain gains on foreign currency-related transactions. This income, less expenses incurred in the operation of the Fund, constitutes the Funds net investment income from which dividends may be paid to you. If you are a taxable investor, distributions of net investment income generally are taxable as ordinary income to the extent of the Funds earnings and profits. In the case of a Fund whose strategy includes investing in stocks of corporations, a portion of the income dividends paid to you may be qualified dividends eligible to be taxed at reduced rates.
Capital gain dividends. Taxes on distributions of capital gains are determined by how long the Fund owned the investments that generated them, rather than how long a shareholder has owned his or
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her shares. In general, the Fund will recognize long-term capital gain or loss on the sale or other disposition of assets it has owned for more than one year, and short-term capital gain or loss on investments it has owned for one year or less. Distributions of net capital gain (the excess of net long-term capital gain over net short-term capital loss) that are properly reported by the Fund to shareholders as capital gain dividends generally will be taxable to a shareholder receiving such distributions as long-term capital gain. Long-term capital gain rates applicable to individuals are taxed at the maximum rate of 15% (20% for certain high income taxpayers) or 25% depending on the nature of the capital gain. Distributions of net short-term capital gains for a taxable year in excess of net long-term capital losses for such taxable year generally will be taxable to a shareholder receiving such distributions as ordinary income.
Qualified dividend income for individuals. Ordinary income dividends reported by the Fund to shareholders as derived from qualified dividend income will be taxed in the hands of individuals and other noncorporate shareholders at the rates applicable to long-term capital gain. Qualified dividend income means dividends paid to the Fund (a) by domestic corporations, (b) by foreign corporations that are either (i) incorporated in a possession of the United States, or (ii) are eligible for benefits under certain income tax treaties with the United States that include an exchange of information program, or (c) with respect to stock of a foreign corporation that is readily tradable on an established securities market in the United States. Both the Fund and the investor must meet certain holding period requirements to qualify Fund dividends for this treatment. Income derived from investments in derivatives, fixed-income securities, U.S. REITs, PFICs, and income received in lieu of dividends in a securities lending transaction generally is not eligible for treatment as qualified dividend income. If the qualifying dividend income received by the Fund is equal to 95% (or a greater percentage) of the Funds gross income (exclusive of net capital gain) in any taxable year, all of the ordinary income dividends paid by the Fund will be qualifying dividend income.
Corporate dividends-received deduction . Ordinary income dividends reported by the Fund to shareholders as derived from qualified dividends from domestic corporations will qualify for the 70% dividends-received deduction generally available to corporations. The availability of the dividends-received deduction is subject to certain holding period and debt financing restrictions imposed under the Code on the corporation claiming the deduction. Income derived by the Fund from investments in derivatives, fixed-income and foreign securities generally is not eligible for this treatment.
Return of capital distributions. Distributions by the Fund that are not paid from earnings and profits will be treated as a return of capital to the extent of (and in reduction of) the shareholders tax basis in his shares; any excess will be treated as gain from the sale of his shares. Thus, the portion of a distribution that constitutes a return of capital will decrease the shareholders tax basis in his Fund shares (but not below zero), and will result in an increase in the amount of gain (or decrease in the amount of loss) that will be recognized by the shareholder for tax purposes on the later sale of such Fund shares. Return of capital distributions can occur for a number of reasons including, among others, the Fund over-estimates the income to be received from certain investments such as those classified as partnerships or equity REITs. See Tax Treatment of Portfolio Transactions Investments in U.S. REITs.
Impact of realized but undistributed income and gains, and net unrealized appreciation of portfolio securities. At the time of your purchase of shares (except in a money market fund that maintains a stable net asset value), the Funds net asset value may reflect undistributed income, undistributed capital gains, or net unrealized appreciation of portfolio securities held by the Fund. A subsequent distribution to you of such amounts, although constituting a return of your investment, would be taxable and would be taxed as either ordinary income (some portion of which may be taxed as qualified dividend income) or capital gain unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account. The Fund may be able to reduce the amount of such distributions by utilizing its capital loss carryovers, if any.
Pass-through of foreign tax credits. If more than 50% of the value of the Funds total assets at the end of a fiscal year is invested in foreign securities, or if the Fund is a qualified fund of funds (i.e., a fund at least 50 percent of the value of the total assets of which, at the close of each quarter of the
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taxable year, is represented by interests in other RICs), the Fund may elect to pass-through to the Funds shareholders the amount of foreign income tax paid by the Fund (the Foreign Tax Election) in lieu of deducting such amount in determining its investment company taxable income. Pursuant to the Foreign Tax Election, shareholders will be required (i) to include in gross income, even though not actually received, their respective pro-rata shares of the foreign income tax paid by the Fund that are attributable to any distributions they receive; and (ii) either to deduct their pro-rata share of foreign tax in computing their taxable income or to use it (subject to various Code limitations) as a foreign tax credit against federal income tax (but not both). No deduction for foreign tax may be claimed by a noncorporate shareholder who does not itemize deductions or who is subject to the alternative minimum tax. Shareholders may be unable to claim a credit for the full amount of their proportionate shares of the foreign income tax paid by the Fund due to certain limitations that may apply. The Fund reserves the right not to pass-through to its shareholders the amount of foreign income taxes paid by the Fund. Additionally, any foreign tax withheld on payments made in lieu of dividends or interest will not qualify for the pass-through of foreign tax credits to shareholders. See Tax Treatment of Portfolio Transactions Securities lending below.
Tax credit bonds. If the Fund holds, directly or indirectly, one or more tax credit bonds (including build America bonds, clean renewable energy bonds and qualified tax credit bonds) on one or more applicable dates during a taxable year, the Fund may elect to permit its shareholders to claim a tax credit on their income tax returns equal to each shareholders proportionate share of tax credits from the applicable bonds that otherwise would be allowed to the Fund. In such a case, shareholders must include in gross income (as interest) their proportionate share of the income attributable to their proportionate share of those offsetting tax credits. A shareholders ability to claim a tax credit associated with one or more tax credit bonds may be subject to certain limitations imposed by the Code. Even if the Fund is eligible to pass-through tax credits to shareholders, the Fund may choose not to do so.
U.S. Government interest. Income earned on certain U.S. Government obligations is exempt from state and local personal income taxes if earned directly by you. States also grant tax-free status to dividends paid to you from interest earned on direct obligations of the U.S. Government, subject in some states to minimum investment or reporting requirements that must be met by the Fund. Income on investments by the Fund in certain other obligations, such as repurchase agreements collateralized by U.S. Government obligations, commercial paper and federal agency-backed obligations (e.g., GNMA or FNMA obligations), generally does not qualify for tax-free treatment. The rules on exclusion of this income are different for corporations. If the Fund is a fund of funds, see Taxation of the Fund Asset allocation funds.
Dividends declared in December and paid in January . Ordinarily, shareholders are required to take distributions by the Fund into account in the year in which the distributions are made. However, dividends declared in October, November or December of any year and payable to shareholders of record on a specified date in such a month will be deemed to have been received by the shareholders (and made by the Fund) on December 31 of such calendar year if such dividends are actually paid in January of the following year. Shareholders will be advised annually as to the U.S. federal income tax consequences of distributions made (or deemed made) during the year in accordance with the guidance that has been provided by the IRS.
Medicare tax. A 3.8% Medicare tax is imposed on net investment income earned by certain individuals, estates and trusts. Net investment income, for these purposes, means investment income, 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.
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Sale or Redemption of Fund Shares. A shareholder will recognize gain or loss on the sale or redemption of shares of the Fund in an amount equal to the difference between the proceeds of the sale or redemption and the shareholders adjusted tax basis in the shares. If you owned your shares as a capital asset, any gain or loss that you realize will be considered capital gain or loss and will be long-term capital gain or loss if the shares were held for longer than one year. Capital losses in any year are deductible only to the extent of capital gains plus, in the case of a noncorporate taxpayer, $3,000 of ordinary income.
Tax basis information. The Fund is required to report to you and the IRS annually on Form 1099-B the cost basis of shares purchased or acquired on or after January 1, 2012 where the cost basis of the shares is known by the Fund (referred to as covered shares) and which are disposed of after that date. However, cost basis reporting is not required for certain shareholders, including shareholders investing in the Fund through a tax-advantaged retirement account, such as a 401(k) plan or an individual retirement account, or shareholders investing in a money market fund that maintains a stable net asset value. When required to report cost basis, the Fund will calculate it using the Funds default method of average cost, unless you instruct the Fund to use a different calculation method. In general, average cost is the total cost basis of all your shares in an account divided by the total number of shares in the account. To determine whether short-term or long-term capital gains taxes apply, the IRS presumes you redeem your oldest shares first.
The IRS permits the use of several methods to determine the cost basis of mutual fund shares. The method used will determine which specific shares are deemed to be sold when there are multiple purchases on different dates at differing share prices, and the entire position is not sold at one time. The Fund does not recommend any particular method of determining cost basis, and the use of other methods may result in more favorable tax consequences for some shareholders. It is important that you consult with your tax advisor to determine which method is best for you and then notify the Fund if you intend to utilize a method other than average cost for covered shares.
In addition to the Funds default method of average cost, other cost basis methods offered by Invesco, which you may elect to apply to covered shares, include:
| First-In, First-Out shares acquired first in the account are the first shares depleted. |
| Last-In, First-Out shares acquired last in the account are the first shares depleted. |
| High Cost shares acquired with the highest cost per share are the first shares depleted. |
| Low Cost shares acquired with the lowest cost per share are the first shares depleted. |
| Loss/Gain Utilization depletes shares with losses before gains, consistent with the objective of minimizing taxes. For shares that yield a loss, shares owned one year or less (short-term) will be depleted ahead of shares owned more than one year (long-term). For gains, long-term shares will be depleted ahead of short-term gains. |
| Specific Lot Identification shareholder selects which lots to deplete at time of each disposition. Transaction amount must be in shares. If insufficient shares are identified at the time of disposition, then a secondary default method of first-in, first-out will be applied. |
You may elect any of the available methods detailed above for your covered shares. If you do not notify the Fund of your elected cost basis method, the default method of average cost will be applied to your covered shares upon redemption. The cost basis for covered shares will be calculated separately from any noncovered shares (defined below) you may own. You may change or revoke the use of the average cost method and revert to another cost basis method if you notify the Fund by the date of the first sale, exchange, or other disposition of your covered shares. In addition, you may change to another cost basis method at any time by notifying the Fund, but only for shares acquired after the date of the change (the change is prospective). The basis of the shares that were averaged before the change will remain averaged after the date of the change.
The Fund may also provide Fund shareholders (but not the IRS) with information concerning the average cost basis of their shares purchased prior to January 1, 2012 (noncovered shares) in order to assist you with the calculation of gain or loss from a sale or redemption of noncovered shares. With the
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exception of the specific lot identification method, Invesco first depletes noncovered shares in first-in, first-out order before applying your elected method to your remaining covered shares. If you want to deplete your shares in a different order then you must elect specific lot identification and choose the lots you wish to deplete first. Shareholders that use the average cost method for noncovered shares must make the election to use the average cost method for these shares on their federal income tax returns in accordance with Treasury regulations. This election for noncovered shares cannot be made by notifying the Fund.
The Fund will compute and report the cost basis of your Fund shares sold or exchanged by taking into account all of the applicable adjustments to cost basis and holding periods as required by the Code and Treasury regulations for purposes of reporting these amounts to you and, in the case of covered shares, to the IRS. However, the Fund is not required to, and in many cases the Fund does not possess the information to, take all possible basis, holding period or other adjustments into account in reporting cost basis information to you. Therefore, shareholders should carefully review the cost basis information provided by the Fund, whether this information is provided pursuant to compliance with cost basis reporting requirements for shares acquired on or after January 1, 2012, or is provided by the Fund as a service to shareholders for shares acquired prior to that date, and make any additional basis, holding period or other adjustments that are required by the Code and Treasury regulations when reporting these amounts on their federal income tax returns. Shareholders remain solely responsible for complying with all federal income tax laws when filing their federal income tax returns.
If you hold your Fund shares through a broker (or other nominee), please contact that broker (nominee) with respect to the reporting of cost basis and available elections for your account. For more information about the cost basis methods offered by Invesco, please refer to the Tax Center located under the Accounts & Services menu of our website at www.invesco.com/us .
Wash sale rule. All or a portion of any loss so recognized may be deferred under the wash sale rules if the shareholder purchases other shares of the Fund within 30 days before or after the sale or redemption.
Sales at a loss within six months of purchase. Any capital loss arising from the sale or redemption of shares held for six months or less will be treated as a long-term capital loss to the extent of the amount of capital gain dividends received on such shares.
Deferral of basis any class that bears a front-end sales load . If a shareholder (a) incurs a sales load in acquiring shares of the Fund, (b) disposes of such shares less than 91 days after they are acquired, and (c) subsequently acquires shares of the Fund or another Fund by January 31 of the calendar year following the calendar year in which the disposition of the original shares occurred at a reduced sales load pursuant to a right to reinvest at such reduced sales load acquired in connection with the acquisition of the shares disposed of, then the sales load on the shares disposed of (to the extent of the reduction in the sales load on the shares subsequently acquired) shall not be taken into account in determining gain or loss on the shares disposed of, but shall be treated as incurred on the acquisition of the shares subsequently acquired. The wash sale rules may also limit the amount of loss that may be taken into account on disposition after such adjustment.
Conversion of shares of the Fund into other shares of the same Fund . The conversion of shares of one class of the Fund into shares of another class of the same Fund is not taxable for federal income tax purposes and no gain or loss will be reported on the transaction. This is true whether the conversion occurs automatically pursuant to the terms of the class or is initiated by the shareholder. Shareholders should consult their tax advisors regarding the state and local tax consequences of a conversion of shares.
Exchange of shares of the Fund for shares of another Fund . The exchange of shares in one Fund for shares of another Fund is taxable for federal income tax purposes and the exchange will be reported as a taxable sale. An exchange occurs when the purchase of shares of a Fund is made using the proceeds from a redemption of shares of another Fund and is effectuated on the same day as the
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redemption. Shareholders should consult their tax advisors regarding the state and local tax consequences of an exchange of shares.
Reportable transactions . Under Treasury regulations, if a shareholder recognizes a loss with respect to the Funds shares of $2 million or more for an individual shareholder or $10 million or more for a corporate shareholder (or certain greater amounts over a combination of years), the shareholder must file with the IRS a disclosure statement on Form 8886. The fact that a loss is reportable under these regulations does not affect the legal determination of whether the taxpayers treatment of the loss is proper. Shareholders should consult their tax advisors to determine the applicability of these regulations in light of their individual circumstances.
Tax Treatment of Portfolio Transactions . Set forth below is a general description of the tax treatment of certain types of securities, investment techniques and transactions that may apply to a fund. This section should be read in conjunction with the discussion under Description of the Funds and their Investments and Risks Investment Strategies and Risks for a detailed description of the various types of securities and investment techniques that apply to the Fund.
In general. In general, gain or loss recognized by a fund on the sale or other disposition of portfolio investments will be a capital gain or loss. Such capital gain and loss may be long-term or short-term depending, in general, upon the length of time a particular investment position is maintained and, in some cases, upon the nature of the transaction. Property held for more than one year generally will be eligible for long-term capital gain or loss treatment. The application of certain rules described below may serve to alter the manner in which the holding period for a security is determined or may otherwise affect the characterization as long-term or short-term, and also the timing of the realization and/or character, of certain gains or losses.
Certain fixed-income investments. Gain recognized on the disposition of a debt obligation purchased by a fund at a market discount (generally, at a price less than its principal amount) will be treated as ordinary income to the extent of the portion of the market discount that accrued during the period of time the fund held the debt obligation unless the fund made a current inclusion election to accrue market discount into income as it accrues. If a fund purchases a debt obligation (such as a zero coupon security or pay-in-kind security) that was originally issued at a discount, the fund generally is required to include in gross income each year the portion of the original issue discount that accrues during such year. Therefore, a funds investment in such securities may cause the fund to recognize income and make distributions to shareholders before it receives any cash payments on the securities. To generate cash to satisfy those distribution requirements, a fund may have to sell portfolio securities that it otherwise might have continued to hold or to use cash flows from other sources such as the sale of fund shares.
Investments in debt obligations that are at risk of or in default present tax issues for a fund . Tax rules are not entirely clear about issues such as whether and to what extent a fund should recognize market discount on a debt obligation, when a fund may cease to accrue interest, original issue discount or market discount, when and to what extent a fund may take deductions for bad debts or worthless securities and how a fund should allocate payments received on obligations in default between principal 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
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from its cost basis in the securities purchased. The gain or loss with respect to any termination of a funds obligation under an option other than through the exercise of the option and related sale or delivery of the underlying stock generally will be short-term gain or loss depending on whether the premium income received by the fund is greater or less than the amount paid by the fund (if any) in terminating the transaction. Thus, for example, if an option written by a fund expires unexercised, the fund generally will recognize short-term gain equal to the premium received.
The tax treatment of certain futures contracts entered into by a fund as well as listed non-equity options written or purchased by the fund on U.S. exchanges (including options on futures contracts, broad-based equity indices and debt securities) may be governed by section 1256 of the Code (section 1256 contracts). Gains or losses on section 1256 contracts generally are considered 60% long-term and 40% short-term capital gains or losses (60/40), although certain foreign currency gains and losses from such contracts may be treated as ordinary in character. Also, any section 1256 contracts held by a fund at the end of each taxable year (and, for purposes of the 4% excise tax, on certain other dates as prescribed under the Code) are marked-to-market with the result that unrealized gains or losses are treated as though they were realized and the resulting gain or loss is treated as ordinary or 60/40 gain or loss, as applicable. Section 1256 contracts do not include any interest rate swap, currency swap, basis swap, interest rate cap, interest rate floor, commodity swap, equity swap, equity index swap, credit default swap or similar agreement.
In addition to the special rules described above in respect of options and futures transactions, a funds transactions in other derivative instruments (including options, forward contracts and swap agreements) as well as its other hedging, short sale, or similar transactions, may be subject to one or more special tax rules (including the constructive sale, notional principal contract, straddle, wash sale and short sale rules). These rules may affect whether gains and losses recognized by a fund are treated as ordinary or capital or as short-term or long-term, accelerate the recognition of income or gains to the fund, defer losses to the fund, and cause adjustments in the holding periods of the funds securities. These rules, therefore, could affect the amount, timing and/or character of distributions to shareholders. Moreover, because the tax rules applicable to derivative financial instruments are in some cases uncertain under current law, an adverse determination or future guidance by the IRS with respect to these rules (which determination or guidance could be retroactive) may affect whether a fund has made sufficient distributions and otherwise satisfied the relevant requirements to maintain its qualification as a regulated investment company and avoid a fund-level tax.
Certain of a funds investments in derivatives and foreign currency-denominated instruments, and the funds transactions in foreign currencies and hedging activities, may produce a difference between its book income and its taxable income. If a funds book income is less than the sum of its taxable income and net tax-exempt income (if any), the fund could be required to make distributions exceeding book income to qualify as a regulated investment company. If a funds book income exceeds the sum of its taxable income and net tax-exempt income (if any), the distribution of any such excess will be treated as (i) a dividend to the extent of the funds remaining earnings and profits (including current earnings and profits arising from tax-exempt income, reduced by related deductions), (ii) thereafter, as a return of 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.
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When investing in PFIC securities, a fund intends to mark-to-market these securities under certain provisions of the Code and recognize any unrealized gains as ordinary income at the end of the funds fiscal and excise tax years. Deductions for losses are allowable only to the extent of any current or previously recognized gains. These gains (reduced by allowable losses) are treated as ordinary income that a fund is required to distribute, even though it has not sold or received dividends from these securities. You should also be aware that the designation of a foreign security as a PFIC security will cause its income dividends to fall outside of the definition of qualified foreign corporation dividends. These dividends generally will not qualify for the reduced rate of taxation on qualified dividends when distributed to you by a fund. Foreign companies are not required to identify themselves as PFICs. Due to various complexities in identifying PFICs, a fund can give no assurances that it will be able to identify portfolio securities in foreign corporations that are PFICs in time for the fund to make a mark-to-market election. If a fund is unable to identify an investment as a PFIC and thus does not make a mark-to-market election, the fund may be subject to U.S. federal income tax on a portion of any excess distribution or gain from the disposition of such shares even if such income is distributed as a taxable dividend by the fund to its shareholders. Additional charges in the nature of interest may be imposed on a fund in respect of deferred taxes arising from such distributions or gains.
Investments in non-U.S. REITs. While non-U.S. REITs often use complex acquisition structures that seek to minimize taxation in the source country, an investment by a fund in a non-U.S. REIT may subject the fund, directly or indirectly, to corporate taxes, withholding taxes, transfer taxes and other indirect taxes in the country in which the real estate acquired by the non-U.S. REIT is located. The funds pro rata share of any such taxes will reduce the funds return on its investment. A funds investment in a non-U.S. REIT may be considered an investment in a PFIC, as discussed above in Tax Treatment of Portfolio Transactions PFIC investments. Additionally, foreign withholding taxes on distributions from the non-U.S. REIT may be reduced or eliminated under certain tax treaties, as discussed above in Taxation of the Fund Foreign income tax. Also, the fund in certain limited circumstances may be required to file an income tax return in the source country and pay tax on any gain realized from its investment in the non-U.S. REIT under rules similar to those in the United States which tax foreign persons on gain realized from dispositions of interests in U.S. real estate.
Investments in U.S. REITs. A U.S. REIT is not subject to federal income tax on the income and gains it distributes to shareholders. Dividends paid by a U.S. REIT, other than capital gain distributions, will be taxable as ordinary income up to the amount of the U.S. REITs current and accumulated earnings and profits. Capital gain dividends paid by a U.S. REIT to a fund will be treated as long-term capital gains by the fund and, in turn, may be distributed by the fund to its shareholders as a capital gain distribution. Because of certain noncash expenses, such as property depreciation, an equity U.S. REITs cash flow may exceed its taxable income. The equity U.S. REIT, and in turn a fund, may distribute this excess cash to shareholders in the form of a return of capital distribution. However, if a U.S. REIT is operated in a manner that fails to qualify as a REIT, an investment in the U.S. REIT would become subject to double taxation, meaning the taxable income of the U.S. REIT would be subject to federal income tax at regular corporate rates without any deduction for dividends paid to shareholders and the dividends would be 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
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(subject to a limited exception for certain thrift institutions), (ii) will constitute unrelated business taxable income (UBTI) to entities (including qualified pension plans, individual retirement accounts, 401(k) plans, Keogh plans or other tax-exempt entities) subject to tax on UBTI, thereby potentially requiring such an entity that is allocated excess inclusion income, and otherwise might not be required to file a tax return, to file a tax return and pay tax on such income, and (iii) in the case of a foreign stockholder, will not qualify for any reduction in U.S. federal withholding tax. In addition, if at any time during any taxable year a disqualified organization (which generally includes certain cooperatives, governmental entities, and tax-exempt organizations not subject to UBTI) is a record holder of a share in a regulated investment company, then the regulated investment company will be subject to a tax equal to that portion of its excess inclusion income for the taxable year that is allocable to the disqualified organization, multiplied by the highest federal income tax rate imposed on corporations. The Notice imposes certain reporting requirements upon regulated investment companies that have excess inclusion income. There can be no assurance that a fund will not allocate to shareholders excess inclusion income.
These rules are potentially applicable to a fund with respect to any income it receives from the equity interests of certain mortgage pooling vehicles, either directly or, as is more likely, through an investment in a U.S. REIT. It is unlikely that these rules will apply to a fund that has a non-REIT strategy.
Investments in partnerships and QPTPs. For purposes of the Income Requirement, income derived by a fund from a partnership that is not a QPTP will be treated as qualifying income only to the extent such income is attributable to items of income of the partnership that would be qualifying income if realized directly by the fund. While the rules are not entirely clear with respect to a fund investing in a partnership outside a master-feeder structure, for purposes of testing whether a fund satisfies the Asset Diversification Test, the fund generally is treated as owning a pro rata share of the underlying assets of a partnership. See Taxation of the Fund Qualification as a regulated investment company. In contrast, different rules apply to a partnership that is a QPTP. A QPTP is a partnership (a) the interests in which are traded on an established securities market, (b) that is treated as a partnership for federal income tax purposes, and (c) that derives less than 90% of its income from sources that satisfy the Income Requirement (e.g., because it invests in commodities). All of the net income derived by a fund from an interest in a QPTP will be treated as qualifying income but the fund may not invest more than 25% of its total assets in one or more QPTPs. However, there can be no assurance that a partnership classified as a QPTP in one year will qualify as a QPTP in the next year. Any such failure to annually qualify as a QPTP might, in turn, cause a fund to fail to qualify as a regulated investment company. Although, in general, the passive loss rules of the Code do not apply to RICs, such rules do apply to a fund with respect to items attributable to an interest in a QPTP. Fund investments in partnerships, including in QPTPs, may result in the fund being subject to state, local or foreign income, franchise or withholding tax liabilities.
If an MLP is treated as a partnership for U.S. federal income tax purposes (whether or not a QPTP), all or portion of the dividends received by a fund from the MLP likely will be treated as a return of capital for U.S. federal income tax purposes because of accelerated deductions available with respect to the activities of such MLPs. Further, because of these accelerated deductions, on the disposition of interests in such an MLP, a fund likely will realize taxable income in excess of economic gain with respect to those MLP interests (or if the fund does not dispose of the MLP, the fund could realize taxable income in excess of cash flow with respect to the MLP in a later period), and the fund must take such income into account in determining whether the fund has satisfied its Distribution Requirement. A fund may have to borrow or liquidate securities to satisfy its Distribution Requirement and to meet its redemption requests, even though investment considerations might otherwise make it undesirable for the fund to sell securities or borrow money at such time. In addition, any gain recognized, either upon the sale of a funds MLP interest or sale by the MLP of property held by it, including in excess of economic gain thereon, treated as so-called recapture income, will be treated as ordinary income. Therefore, to the extent a fund invests in MLPs, fund shareholders might receive greater amounts of distributions from the fund taxable as ordinary income than they otherwise would in the absence of such MLP investments.
Although MLPs are generally expected to be treated as partnerships for U.S. federal income tax purposes, some MLPs may be treated as PFICs or regular corporations for U.S. federal income tax
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purposes. The treatment of particular MLPs for U.S. federal income tax purposes will affect the extent to which a fund can invest in MLPs and will impact the amount, character, and timing of income recognized by the Fund.
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, in September 2016, the IRS announced that it will no longer issue private letter rulings on questions relating to the treatment of a corporation as a RIC that require a determination of whether a financial instrument or position, such as a commodity-linked or structured note, is a security under section 2(a)(36) of the 1940 Act. A financial instrument or position that constitutes a security under section 2(a)36) of the 1940 Act generates qualifying income for a corporation taxed as a regulated investment company. This caused the IRS to consider revoking any rulings that required such a determination. Accordingly, a fund may invest in certain commodity-linked notes only to the extent it obtains an opinion of counsel confirming that income from such investments should be qualifying income because such commodity-linked notes constitute securities under section 2(a)(36) of the 1940 Act. In addition, a RIC may gain exposure to commodities through investment in a QPTP, such as an exchange-traded fund or ETF that is classified as a partnership and which invests in commodities, or through investment in a wholly-owned subsidiary that is treated as a controlled foreign corporation for federal income tax purposes. However, in September 2016, the IRS issued proposed regulations that would require such a subsidiary to distribute its Subpart F income (defined in Section 951 of the Code to include passive income such as income from commodity-linked derivatives) each year in order for a fund to treat that income as satisfying the Income Requirement. Accordingly, the extent to which a fund invests in commodities or commodity-linked derivatives may be limited by the Income Requirement and the Asset Diversification Test, which the fund must continue to satisfy to maintain its status as a regulated investment company. A fund also may be limited in its ability to sell its investments in commodities, commodity-linked derivatives, and certain ETFs or be forced to sell other investments to generate income due to the Income Requirement. If a fund does not appropriately limit such investments or if such investments (or the income earned on such investments) were to be recharacterized for U.S. tax purposes, the fund could fail to qualify as a regulated investment company. In lieu of potential disqualification, a fund is permitted to pay a tax for certain failures to satisfy the Asset Diversification Test or Income Requirement, which, in general, are limited to those due to reasonable cause and not willful neglect.
Securities lending . While securities are loaned out by a fund, the fund generally will receive from the borrower amounts equal to any dividends or interest paid on the borrowed securities. For federal income tax purposes, payments made in lieu of dividends are not considered dividend income. These distributions will neither qualify for the reduced rate of taxation for individuals on qualified dividends nor the 70% dividends-received deduction for corporations. Also, any foreign tax withheld on payments made in lieu of dividends or interest will not qualify for the pass-through of foreign tax credits to shareholders. Additionally, in the case of a fund with a strategy of investing in tax-exempt securities, any payments made in lieu of tax-exempt interest will be considered taxable income to the fund, and thus, to the investors, even though such interest may be tax-exempt when paid to the borrower.
Investments in convertible securities. Convertible debt is ordinarily treated as a single property consisting of a pure debt interest until conversion, after which the investment becomes an equity interest. If the security is issued at a premium (i.e., for cash in excess of the face amount payable on retirement), the creditor-holder may amortize the premium over the life of the bond. If the security is issued for cash at a price below its face amount, the creditor-holder must accrue original issue discount in income over the life of the debt. The creditor-holders exercise of the conversion privilege is treated as a nontaxable
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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), 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; |
| capital gain dividends paid by the Fund from its net long-term capital gains (other than those from disposition of a U.S. real property interest), unless you are a nonresident alien present in the United States for a period or periods aggregating 183 days or more during the calendar year; and |
| interest-related dividends paid by the Fund from its qualified net interest income from U.S. sources and short-term capital gain dividends. |
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However, the Fund does not intend to utilize the exemptions for interest-related dividends paid and short-term capital gain dividends paid. Moreover, notwithstanding such exemptions from U.S. withholding at the source, any dividends and distributions of income and capital gains, including the proceeds from the sale of your Fund shares, will be subject to backup withholding at a rate of 28% if you fail to properly certify that you are not a U.S. person.
Foreign shareholders may be subject to U.S. withholding tax at a rate of 30% on the income resulting from an election to pass-through foreign tax credits to shareholders, but may not be able to claim a credit or deduction with respect to the withholding tax for the foreign tax treated as having been paid by them.
Amounts reported by the Fund to shareholders as capital gain dividends (a) that are attributable to certain capital gain dividends received from a qualified investment entity (QIE) (generally defined as either (i) a U.S. REIT or (ii) a RIC classified as a U.S. real property holding corporation or which would be if the exceptions for holding 5% or less of a class of publicly traded shares or an interest in a domestically controlled QIE did not apply), or (b) that are realized by the Fund on the sale of a U.S. real property interest (including gain realized on the sale of shares in a QIE other than one that is domestically controlled), will not be exempt from U.S. federal income tax and may be subject to U.S. withholding tax at the rate of 30% (or lower treaty rate) if the Fund by reason of having a REIT strategy is classified as a QIE. If the Fund is so classified, foreign shareholders owning more than 5% of the Funds shares may be treated as realizing gain from the disposition of a U.S. real property interest, causing Fund distributions to be subject to U.S. withholding tax at a rate of 35%, and requiring the filing of a nonresident U.S. income tax return. In addition, if the Fund is classified as a QIE, anti-avoidance rules apply to certain wash sale transactions. Namely, if the Fund is a 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.
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 the following payments or distributions made by the Fund to certain foreign
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entities, referred to as foreign financial institutions (FFI) or non-financial foreign entities (NFFE): (a) income dividends and (b) after December 31, 2018, certain capital gain distributions, return of capital distributions and the proceeds arising from the sale of Fund shares. 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 FFI can avoid FATCA withholding if it is deemed compliant or by becoming a participating FFI, which requires the FFI to enter into a U.S. tax compliance agreement with the IRS under section 1471(b) of the Code (FFI agreement) under which it agrees to verify, report and disclose certain of its U.S. accountholders and meet certain other specified requirements. The FFI will either report the specified information about the U.S. accounts to the IRS, or, to the government of the FFIs country of residence (pursuant to the terms and conditions of applicable law and an applicable IGA entered into between the U.S. and the FFIs country of residence), which will, in turn, report the specified information to the IRS. An FFI that is resident in a country that has entered into an IGA with the U.S. to implement FATCA will be exempt from FATCA withholding provided that the FFI shareholder and the applicable foreign government comply with the terms of such agreement.
An NFFE that is the beneficial owner of a payment from the Fund can avoid the FATCA withholding tax generally by certifying that it does not have any substantial U.S. owners or by providing the name, address and taxpayer identification number of each substantial U.S. owner. The NFFE will report the information to the Fund or other applicable withholding agent, which will, in turn, report the information to the IRS.
Such foreign shareholders also may fall into certain exempt, excepted or deemed compliant categories as established by U.S. Treasury regulations, IGAs, and other guidance regarding FATCA. An FFI or NFFE that invests in the Fund will need to provide the Fund with documentation properly certifying the entitys status under FATCA in order to avoid FATCA withholding. Non-U.S. investors should consult their own tax advisors regarding the impact of these requirements on their investment in the Fund. The requirements imposed by FATCA are different from, and in addition to, the U.S. tax certification rules to avoid backup withholding described above. Shareholders are urged to consult their tax advisors regarding the application of these requirements to their own situation.
U.S. estate tax. Transfers by gift of shares of the Fund by a foreign shareholder who is a nonresident alien individual will not be subject to U.S. federal gift tax. An individual who, at the time of death, is a foreign shareholder will nevertheless be subject to U.S. federal estate tax with respect to shares at the graduated rates applicable to U.S. citizens and residents, unless a treaty exemption applies. If a treaty exemption is available, a decedents estate may nonetheless need to file a U.S. estate tax return to claim the exemption in order to obtain a U.S. federal transfer certificate. The transfer certificate will identify the property (i.e., Fund shares) as to which the U.S. federal estate tax lien has been released. In the absence of a treaty, there is a $13,000 statutory estate tax credit (equivalent to an estate with assets of $60,000).
Local Tax Considerations. Rules of state and local taxation of ordinary income, qualified dividend income and capital gain dividends may differ from the rules for U.S. federal income taxation described above. Distributions may also be subject to additional state, local and foreign taxes depending on each shareholders particular situation.
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The Trust has entered into a master distribution agreement, as amended, relating to the Funds (the Distribution Agreement) with Invesco Distributors, Inc. (Invesco Distributors), a registered broker-dealer and a wholly owned subsidiary of Invesco Ltd, pursuant to which Invesco Distributors acts as the distributor of shares of the Funds. The address of Invesco Distributors is 11 Greenway Plaza, Ste. 1000, Houston, Texas 77046-1173. Certain trustees and officers of the Trust are affiliated with Invesco Distributors. See Management of the Trust. In addition to the Funds, Invesco Distributors serves as distributor to many other mutual funds that are offered to retail investors. The following Distribution of Securities information is about all of the Invesco Funds that offer retail and/or Class R5 or Class R6 shares. Not all Invesco Funds offer all share classes.
The Distribution Agreement provides Invesco Distributors with the exclusive right to distribute shares of the Funds on a continuous basis directly and through other broker-dealers and other financial intermediaries with whom Invesco Distributors has entered into selected dealer and/or similar agreements. Invesco Distributors has not undertaken to sell any specified number of shares of any classes of the Funds.
Invesco Distributors expects to pay sales commissions from its own resources to dealers and institutions who sell Class C and Class R shares of the Funds at the time of such sales. Invesco Distributors or its predecessor has paid sales commissions from its own resources to dealers who sold Class B shares of the Funds at the time of such sales.
Payments for Class B shares equaled 4.00% of the purchase price of the Class B shares sold by the dealer or institution, consisting of a sales commission equal to 3.75% of the purchase price of the Class B shares sold plus an advance of the first year service fee of 0.25% for such shares. The portion of the payments to Invesco Distributors under the Class B Plan that constitutes an asset-based sales charge (0.75%) is intended in part to permit Invesco Distributors to recoup a portion of such sales commissions plus financing costs.
Invesco Distributors may pay sales commissions to dealers and institutions who sell Class C shares of the Invesco Funds at the time of such sales. Payments for Class C shares equal 1.00% of the purchase price of the Class C shares sold by the dealer or institution, consisting of a sales commission of 0.75% of the purchase price of the Class C or shares sold plus an advance of the first year service fee of 0.25% for such shares. Invesco Distributors will retain all payments received by it relating to Class C shares for the first year after they are purchased. The portion of the payments to Invesco Distributors under the Class C Plan that constitutes an asset-based sales charge (0.75%) is intended in part to permit Invesco Distributors to recoup a portion of the sales commissions to dealers plus financing costs, if any. After the first full year, Invesco Distributors will make quarterly payments to dealers and institutions based on the average net asset value of Class C shares that are attributable to shareholders for whom the dealers and institutions are designated as dealers of record. These payments will consist of an asset-based sales charge of 0.75% and a service fee of 0.25%.
Invesco Distributors may pay dealers and institutions who sell Class R shares an annual fee of 0.50% of average daily net assets. These payments will consist of an asset-based fee of 0.25% and a service fee of 0.25% and will commence either on the thirteenth month after the first purchase, on accounts on which a dealer concession was paid, or immediately, on accounts on which a dealer concession was not paid. If Invesco Distributors pays a dealer concession, it will retain all payments received by it relating to Class R shares for the first year after they are purchased. Invesco Distributors will make quarterly payments to dealers and institutions based on the average net asset value of Class R shares that are attributable to shareholders for whom the dealers and institutions are designated as dealers of record.
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The Trust (on behalf of any class of any Fund) or Invesco Distributors may terminate the Distribution Agreement on 60 days written notice without penalty. The Distribution Agreement will terminate automatically in the event of its assignment. In the event the Class B shares Distribution Agreement is terminated, Invesco Distributors would continue to receive payments of asset-based distribution fees in respect of the outstanding Class B shares attributable to the distribution efforts of Invesco Distributors or its predecessors; provided, however that a complete termination of the Class B Plan (as defined in such Plan) would terminate all payments to Invesco Distributors. Termination of the Class B Plan or the Distribution Agreement for Class B shares would not affect the obligation of Class B shareholders to pay CDSCs.
Total sales charges (front end and CDSCs) paid in connection with the sale of shares of each class of each Fund, if applicable, for the last three fiscal years ended October 31 are found in Appendix M.
The Trust has adopted three different forms of distribution plans pursuant to Rule 12b-1 under the 1940 Act, one plan for the Class A, Class C, Class R, Class S, Class T and Class P shares of the Funds, if applicable, one plan for the Investor Class shares, if applicable, and one plan for the Class B shares and Class BX shares of the Funds, if applicable (each, a Plan and, collectively the Plans).
Each Fund, pursuant to its Plans, pays Invesco Distributors compensation at the annual rate, shown immediately below, of the Funds average daily net assets of the applicable class.
Fund |
Class A | Class B | Class C | Class P | Class R | Class S | Class T | |||||||||||||||||||||
Invesco Charter Fund |
0.25 | % | 1.00 | % | 1.00 | % | N/A | 0.50 | % | 0.15 | % | 0.25 | % | |||||||||||||||
Invesco Diversified Dividend Fund |
0.25 | % | 1.00 | % | 1.00 | % | N/A | 0.50 | % | N/A | 0.25 | % | ||||||||||||||||
Invesco Summit Fund |
0.25 | % | 1.00 | % | 1.00 | % | 0.10 | % | N/A | 0.15 | % | 0.25 | % |
Invesco Diversified Dividend Fund, pursuant to its Investor Class Plan, reimburses Invesco Distributors in an amount up to the annual rate of 0.25% of the Funds average daily net assets of its Investor Class shares.
The Plans compensate or reimburse Invesco Distributors, as applicable, for expenses incurred for the purpose of financing any activity that is primarily intended to result in the sale of shares of the Funds. Such activities include, but are not limited to, the following: printing of prospectuses and statements of additional information and reports for other than existing shareholders; overhead; preparation and distribution of advertising material and sales literature; expenses of organizing and conducting sales seminars; supplemental payments to dealers and other institutions such as asset-based sales charges or as payments of service fees under shareholder service arrangements; and costs of administering each Plan.
Payments pursuant to the Plans are subject to any applicable limitations imposed by FINRA rules.
See Appendix N for a list of the amounts paid by each class of shares of each Fund pursuant to its distribution plans for the fiscal year and Appendix O for an estimate by category of the allocation of actual fees paid by each Fund pursuant to its distribution plan for the fiscal year.
As required by Rule 12b-1, the Plans were approved by the Board, including a majority of the trustees who are not interested persons (as defined in the 1940 Act) of the Trust and who have no direct or indirect financial interest in the operation of the Plans or in any agreements related to the Plans (the Rule 12b-1 Trustees). In approving the Plans in accordance with the requirements of Rule 12b-1, the trustees considered various factors and determined that there is a reasonable likelihood that the Plans would benefit each class of the Funds and its respective shareholders.
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The anticipated benefits that may result from the Plans with respect to each Fund and/or the classes of each Fund and its shareholders include but are not limited to the following: (1) rapid account access; (2) relatively predictable flow of cash; and (3) a well-developed, dependable network of shareholder service agents to help to curb sharp fluctuations in rates of redemptions and sales, thereby reducing the chance that an unanticipated increase in net redemptions could adversely affect the performance of each Fund.
Unless terminated earlier in accordance with their terms, the Plans continue from year to year as long as such continuance is specifically approved, in person, at least annually by the Board, including a majority of the Rule 12b-1 Trustees or, with respect to a particular class, by the vote of a majority of the outstanding voting securities of that class.
Any change in the Plans that would increase materially the distribution expenses paid by the applicable class requires shareholder approval; otherwise, the Plans may be amended by the trustees, including a majority of the Rule 12b-1 Trustees, by votes cast in person at a meeting called for the purpose of voting upon such amendment. As long as the Plans are in effect, the selection or nomination of the Independent Trustees is committed to the discretion of the Independent Trustees.
The Funds are currently grouped under one of the following three different Plans:
Class A, A2, C, Investor Class, P, R, S and T Shares Compensation Plan:
Invesco All Cap Market Neutral Fund
Invesco Alternative Strategies Fund
Invesco American Franchise Fund (Class T)
Invesco American Value Fund (Class T)
Invesco Asia Pacific Growth Fund
Invesco Balanced-Risk Allocation Fund (Class A, C, R and T)
Invesco Balanced-Risk Commodity Strategy Fund
Invesco Balanced-Risk Retirement Now Fund (Class A, C, R and T)
Invesco Balanced-Risk Retirement 2020 Fund (Class A, C, R and T)
Invesco Balanced-Risk Retirement 2030 Fund (Class A, C, R and T)
Invesco Balanced-Risk Retirement 2040 Fund (Class A, C, R and T)
Invesco Balanced-Risk Retirement 2050 Fund (Class A, C, R and T)
Invesco California Tax-Free Income Fund (Class T)
Invesco Charter Fund
Invesco Comstock Fund (Class T)
Invesco Conservative Allocation Fund
Invesco Convertible Securities Fund (Class T)
Invesco Corporate Bond Fund (Class R and T)
Invesco Core Plus Bond Fund
Invesco Developing Markets Fund
Invesco Diversified Dividend Fund (Class A, C, R and T)
Invesco Dividend Income Fund
Invesco Emerging Markets Flexible Bond Fund
Invesco Emerging Markets Equity Fund
Invesco Endeavor Fund
Invesco Energy Fund
Invesco Equally-Weighted S&P 500 Fund (Class T)
Invesco Equity and Income Fund (Class T)
Invesco European Growth Fund (Class A, C, R and T)
Invesco European Small Company Fund
Invesco Floating Rate Fund
Invesco Global Core Equity Fund
Invesco Global Growth Fund
Invesco Global Health Care Fund
Invesco Global Infrastructure Fund
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Invesco Global Low Volatility Equity Yield Fund
Invesco Global Market Neutral Fund
Invesco Global Opportunities Fund
Invesco Global Real Estate Fund
Invesco Global Real Estate Income Fund
Invesco Global Responsibility Equity Fund
Invesco Global Small & Mid Cap Growth Fund
Invesco Global Targeted Returns Fund
Invesco Gold & Precious Metals Fund
Invesco Government Money Market Fund (Class C, Cash Reserve Shares, Class R and Class T)
Invesco Greater China Fund
Invesco Growth Allocation Fund
Invesco Growth and Income Fund (Class T)
Invesco High Yield Fund (Class A, C and T)
Invesco High Yield Municipal Fund (Class T)
Invesco Income Allocation Fund
Invesco Intermediate Term Municipal Income Fund (Class T)
Invesco International Allocation Fund
Invesco International Companies Fund
Invesco International Core Equity Fund
Invesco International Growth Fund
Invesco International Small Company Fund
Invesco Limited Term Municipal Income Fund
Invesco Long/Short Equity Fund
Invesco Low Volatility Emerging Markets Fund
Invesco Low Volatility Equity Yield Fund
Invesco Macro Allocation Strategy Fund
Invesco Mid Cap Core Equity Fund
Invesco Mid Cap Growth Fund (Class T)
Invesco MLP Fund
Invesco Moderate Allocation Fund
Invesco Multi-Asset Income Fund
Invesco Multi-Asset Inflation Fund
Invesco Municipal Income Fund (Class T)
Invesco New York Tax Free Income Fund (Class T)
Invesco Pacific Growth Fund (Class T)
Invesco Pennsylvania Tax Free Income Fund (Class T)
Invesco Quality Income Fund (Class T)
Invesco Real Estate Fund (Class A, C, R and T)
Invesco S&P 500 Index Fund (Class T)
Invesco Select Companies Fund
Invesco Select Opportunities Fund
Invesco Short Duration High Yield Municipal Fund
Invesco Short Duration Inflation Protected Fund
Invesco Short Term Bond Fund
Invesco Small Cap Discovery Fund (Class T)
Invesco Small Cap Equity Fund
Invesco Small Cap Growth Fund (Class A, C, R and T)
Invesco Small Cap Value Fund (Class T)
Invesco Strategic Real Return Fund
Invesco Summit Fund
Invesco Tax-Exempt Cash Fund
Invesco Technology Fund (Class A ,R and T)
Invesco U.S. Government Fund (Class A, R and T)
Invesco Value Opportunities Fund (Class R and T)
Invesco World Bond Fund
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Class A, AX, C, CX, Investor Class, R and RX Shares Reimbursement Plan:
Invesco American Franchise Fund
Invesco American Value Fund
Invesco Balanced-Risk Retirement 2020 Fund (Class AX, CX and RX)
Invesco Balanced-Risk Retirement 2030 Fund (Class AX, CX and RX)
Invesco Balanced-Risk Retirement 2040 Fund (Class AX, CX and RX)
Invesco Balanced-Risk Retirement 2050 Fund (Class AX, CX and RX)
Invesco Balanced-Risk Retirement Now Fund (Class AX, CX and RX)
Invesco California Tax-Free Income Fund
Invesco Comstock Fund
Invesco Convertible Securities Fund
Invesco Corporate Bond Fund (Class A and C)
Invesco Diversified Dividend Fund (Investor Class)
Invesco Equally-Weighted S & P 500 Fund
Invesco Equity and Income Fund
Invesco European Growth Fund (Investor Class)
Invesco Government Money Market Fund (Class AX and CX)
Invesco Growth and Income Fund
Invesco High Yield Fund (Investor Class)
Invesco High Yield Municipal Fund
Invesco Intermediate Term Municipal Income Fund
Invesco Mid Cap Growth Fund
Invesco Municipal Income Fund
Invesco New York Tax Free Income Fund
Invesco Pacific Growth Fund
Invesco Pennsylvania Tax Free Income Fund
Invesco Quality Income Fund
Invesco Real Estate Fund (Investor Class)
Invesco S & P 500 Index Fund
Invesco Small Cap Discovery Fund
Invesco Small Cap Growth Fund (Investor Class)
Invesco Small Cap Value Fund
Invesco Technology Fund (Investor Class)
Invesco Technology Sector Fund
Invesco U.S. Government Fund (Investor Class)
Invesco Value Opportunities Fund (Class A and C)
Class B and BX Plan:
Compensation Shares
Invesco Asia Pacific Growth Fund
Invesco Balanced-Risk Allocation Fund
Invesco Balanced-Risk Commodity Strategy Fund
Invesco Balanced-Risk Retirement 2020 Fund
Invesco Balanced-Risk Retirement 2030 Fund
Invesco Balanced-Risk Retirement 2040 Fund
Invesco Balanced-Risk Retirement 2050 Fund
Invesco Balanced-Risk Retirement Now Fund
Invesco Charter Fund
Invesco Conservative Allocation Fund
Invesco Core Plus Bond Fund
Invesco Developing Markets Fund
Invesco Diversified Dividend Fund
Invesco Dividend Income Fund
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Invesco Emerging Markets Flexible Bond Fund
Invesco Endeavor Fund
Invesco Energy Fund
Invesco European Growth Fund
Invesco European Small Company Fund
Invesco Global Core Equity Fund
Invesco Global Growth Fund
Invesco Global Health Care Fund
Invesco Global Low Volatility Equity Yield Fund
Invesco Global Real Estate Fund
Invesco Global Real Estate Income Fund
Invesco Global Small & Mid Cap Growth Fund
Invesco Gold & Precious Metals Fund
Invesco Government Money Market Fund (Class B shares)
Invesco Greater China Fund
Invesco Growth Allocation Fund
Invesco High Yield Fund
Invesco Income Allocation Fund
Invesco International Allocation Fund
Invesco International Core Equity Fund
Invesco International Growth Fund
Invesco International Small Company Fund
Invesco Low Volatility Equity Yield Fund
Invesco Mid Cap Core Equity Fund
Invesco Moderate Allocation Fund
Invesco Real Estate Fund
Invesco Select Companies Fund
Invesco Small Cap Equity Fund
Invesco Small Cap Growth Fund
Invesco Summit Fund
Invesco Technology Fund
Invesco U.S. Government Fund
Invesco World Bond Fund
Reimbursement Shares
Invesco American Franchise Fund
Invesco American Value Fund
Invesco California Tax-Free Income Fund
Invesco Comstock Fund
Invesco Convertible Securities Fund
Invesco Corporate Bond Fund
Invesco Equally-Weighted S & P 500 Fund
Invesco Equity and Income Fund
Invesco Government Money Market Fund (Class BX shares)
Invesco Growth and Income Fund
Invesco High Yield Municipal Fund
Invesco Intermediate Term Municipal Income Fund
Invesco Mid Cap Growth Fund
Invesco Municipal Income Fund
Invesco New York Tax Free Income Fund
Invesco Pacific Growth Fund
Invesco Pennsylvania Tax Free Income Fund
Invesco Quality Income Fund
Invesco S & P 500 Index Fund
Invesco Small Cap Discovery Fund
Invesco Small Cap Value Fund
81
Invesco Technology Sector Fund
Invesco Value Opportunities Fund
Amounts payable by a Fund under the Compensation Plan and Class B Plan (Compensation Shares) need not be directly related to the expenses actually incurred by Invesco Distributors on behalf of each Fund. These Plans do not obligate the Funds to reimburse Invesco Distributors for the actual allocated share of expenses Invesco Distributors may incur in fulfilling its obligations under these Plans. Thus, even if Invesco Distributors actual allocated share of expenses exceeds the fee payable to Invesco Distributors at any given time, under these Plans, the Funds will not be obligated to pay more than that fee. If Invesco Distributors actual allocated share of expenses is less than the fee it receives, under these Plans, Invesco Distributors will retain the full amount of the fee.
Amounts payable under the Reimbursement Plan and Class B Plan (Reimbursement Shares) must be directly related to the expenses incurred by Invesco Distributors on behalf of each Fund, as such Plans obligate the Funds to reimburse Invesco Distributors for its actual allocated share of expenses incurred for the period. Reimbursement will be made through payments made at the end of each month. Reimbursement expenses for Investor Class Shares covered by the Reimbursement Plan shall be computed over a rolling twelve-month period. If Invesco Distributors actual allocated share of expenses incurred pursuant to the Reimbursement Plan or Class B Plan (Reimbursement Shares) for the period exceeds the annual cap, a Fund will not be obligated to pay more than the annual cap. If Invesco Distributors actual allocated share of expenses incurred pursuant to the Reimbursement Plan or Class B Plan (Reimbursement Shares) for the period is less than the annual cap, Invesco Distributors is entitled to be reimbursed only for its actual allocated share of expenses.
Invesco Distributors may from time to time waive or reduce any portion of its 12b-1 fee. Voluntary fee waivers or reductions may be rescinded at any time without further notice to investors. During periods of voluntary fee waivers or reductions, Invesco Distributors will retain its ability to be reimbursed for such fee prior to the end of each fiscal year.
The Funds may pay a service fee of 0.25% of the average daily net assets of the Class A, Class B, Class C, Class R, Class T and Investor Class shares, 0.15% of the average daily net assets of Class S shares, and 0.10% of the average daily net assets of Class P shares, attributable to the customers selected dealers and financial institutions to such dealers and financial institutions, including Invesco Distributors, acting as principal, who furnish continuing personal shareholder services to their customers who purchase and own the applicable class of shares of the Fund. Under the terms of a shareholder service agreement, such personal shareholder services include responding to customer inquiries and providing customers with the information about their investments. Any amounts not paid as a service fee under each Plan would constitute an asset-based sales charge.
Under a shareholder service agreement, a Fund agrees to pay periodically fees to selected dealers and other institutions who render the foregoing services to their customers. The fees payable under a shareholder service agreement will be calculated at the end of each payment period for each business day of the Funds during such period at the annual rate specified in each agreement based on the average daily net asset value of the Funds shares purchased or acquired through exchange. Fees shall be paid only to those selected dealers or other institutions who are dealers or institutions of record at the close of business on the last business day of the applicable payment period for the account in which such Funds shares are held.
Selected dealers and other institutions entitled to receive compensation for selling Fund shares may receive different compensation for selling shares of one particular class over another. Under the Plans, certain financial institutions which have entered into service agreements and which sell shares of the Funds on an agency basis, may receive payments from the Funds pursuant to the respective Plans. Invesco Distributors does not act as principal, but rather as agent for the Funds, in making dealer incentive and shareholder servicing payments to dealers and other financial institutions under the Plans. These payments are an obligation of the Funds and not of Invesco Distributors.
82
The sale of Class B shares has ceased, but Invesco Distributors is eligible to be reimbursed amounts previously expended so long as the Class B Plans remain in effect. Except as may be mandated by applicable law, the Funds do not impose any limit with respect to the number of years into the future that such unreimbursed actual net expenses may be carried forward (on a Fund level basis). These unreimbursed actual net expenses may or may not be recovered through Plan fees or contingent deferred sales charges in future years.
Because of fluctuations in net asset value, the Plan fees with respect to a particular Class B or Class C share may be greater or less than the amount of the initial commission (including carrying cost) paid by Invesco Distributors with respect to such share. In such circumstances, a shareholder of a share may be deemed to incur expenses attributable to other shareholders of such class.
If the Plans are terminated or not continued, the Fund would not be contractually obligated to pay Invesco Distributors for any expenses not previously reimbursed by the Fund or recovered through contingent deferred sales charges.
Financial statements for the fiscal year ended October 31, 2016, including the Financial Highlights pertaining thereto, and the reports of the independent registered public accounting firm thereon, are incorporated by reference into this SAI from each Funds Annual Report to shareholders contained in the Registrants Form N-CSR filed on January 6, 2017.
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.
PricewaterhouseCoopers LLP informed the Trust that it has identified an issue related to its independence under Rule 2-01(c)(1)(ii)(A) of Regulation S-X (referred to as the Loan Rule). The Loan Rule prohibits accounting firms, such as PricewaterhouseCoopers LLP, from being deemed independent if they have certain financial relationships with their audit clients or certain affiliates of those clients. The Trust is required under various securities laws to have its financial statements audited by an independent accounting firm.
The Loan Rule specifically provides that an accounting firm would not be independent if it or certain affiliates and covered persons receives a loan from a lender that is a record or beneficial owner of more than ten percent of an audit clients equity securities (referred to as a more than ten percent owner). For purposes of the Loan Rule, audit clients include the Funds as well as all registered investment companies advised by the Adviser and its affiliates, including other subsidiaries of the Advisers parent company, Invesco Ltd. (collectively, the Invesco Fund Complex). PricewaterhouseCoopers LLP informed the Trust it and certain affiliates and covered persons have relationships with lenders who hold, as record owner, more than ten percent of the shares of certain funds within the Invesco Fund Complex, which may implicate the Loan Rule.
On June 20, 2016, the SEC Staff issued a no-action letter to another mutual fund complex (see Fidelity Management & Research Company et al., No-Action Letter) related to the audit independence issue described above. In that letter, the SEC confirmed that it would not recommend enforcement action against a fund that relied on audit services performed by an audit firm that was not in compliance with the Loan Rule in certain specified circumstances. In connection with prior independence determinations, PricewaterhouseCoopers LLP communicated, as contemplated by the no-action letter, that it believes that it remains objective and impartial and that a reasonable investor possessing all the facts would conclude that PricewaterhouseCoopers LLP is able to exhibit the requisite objectivity and impartiality to report on the Funds financial statements as the independent registered public accounting firm. PricewaterhouseCoopers LLP also represented that it has complied with PCAOB Rule 3526(b)(1) and (2), which are conditions to the Funds relying on the no action letter, and affirmed that it is an independent accountant within the meaning of PCAOB Rule 3520. Therefore, the Adviser, the Funds and PricewaterhouseCoopers LLP concluded that PricewaterhouseCoopers LLP could continue as the Funds
83
independent registered public accounting firm. The Invesco Fund Complex relied upon the no-action letter in reaching this conclusion.
If in the future the independence of PricewaterhouseCoopers LLP is called into question under the Loan Rule by circumstances that are not addressed in the SECs no-action letter, the Funds will need to take other action in order for the Funds filings with the SEC containing financial statements to be deemed compliant with applicable securities laws. Such additional actions could result in additional costs, impair the ability of the Funds to issue new shares or have other material adverse effects on the Funds. In addition, the SEC has indicated that the no-action relief will expire 18 months from its issuance after which the Invesco Funds will no longer be able rely on the letter unless its term is extended or made permanent by the SEC Staff.
84
APPENDIX A
RATINGS OF DEBT SECURITIES
The following is a description of the factors underlying the debt ratings of Moodys, S&P, and Fitch.
Moodys Long-Term Debt Ratings
Aaa: | Obligations rated Aaa are judged to be of the highest quality, 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 judged to be 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 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. |
Moodys MIG/VMIG US Short-Term Ratings
Short-Term Obligation Ratings
A-1
While the global short-term prime rating scale is applied to US municipal tax-exempt commercial paper, these programs are typically backed by external letters of credit or liquidity facilities and their short-term prime ratings usually map to the long-term rating of the enhancing bank or financial institution and not to the municipalitys rating. Other short-term municipal obligations, which generally have different funding sources for repayment, are rated using two additional short-term rating scales (i.e., the MIG and VMIG scales discussed below).
The Municipal Investment Grade (MIG) scale is used to rate US municipal bond anticipation notes of up to three years maturity. Municipal notes rated on the MIG scale may be secured by either pledged revenues or proceeds of a take-out financing received prior to note maturity. MIG ratings expire at the maturity of the obligation, and the issuers long-term rating is only one consideration in assigning the MIG rating. MIG ratings are divided into three levelsMIG 1 through MIG 3while speculative grade short-term obligations are designated SG.
MIG 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: | This designation denotes strong credit quality. Margins of protection are ample, although not as large as in the preceding group. | |
MIG 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. |
Demand Obligation Ratings
In the case of variable rate demand obligations (VRDOs), a two-component rating is assigned: a long or short-term debt rating and a demand obligation rating. The first element represents Moodys evaluation of risk associated with scheduled principal and interest payments. The second element represents Moodys evaluation of risk associated with the ability to receive purchase price upon demand (demand feature). The second element uses a rating from a variation of the MIG scale called the Variable Municipal Investment Grade (VMIG) scale. VMIG ratings of demand obligations with unconditional liquidity support are mapped from the short-term debt rating (or counterparty assessment) of the support provider, or the underlying obligor in the absence of third party liquidity support, with VMIG 1 corresponding to P-1, VMIG 2 to P-2, VMIG 3 to P-3 and SG to not prime. For example, the VMIG rating for an industrial revenue bond with Company XYZ as the underlying obligor would normally have the same numerical modifier as Company XYZs prime rating. Transitions of VMIG ratings of demand obligations with conditional liquidity support, as show in the diagram below, differ from transitions on the Prime scale to reflect the risk that external liquidity support will terminate if the issuers long-term rating drops below investment grade.
VMIG 1 : This designation denotes superior credit quality. Excellent protection is afforded by the superior short-term credit strength of the liquidity provider and structural and legal protections that ensure the timely payment of purchase price upon demand.
VMIG 2: This designation denotes strong credit quality. Good protection is afforded by the strong short-term credit strength of the liquidity provider and structural and legal protections that ensure the timely payment of purchase price upon demand.
VMIG 3 : This designation denotes acceptable credit quality. Adequate protection is afforded by the satisfactory short-term credit strength of the liquidity provider and structural and legal protections that ensure the timely payment of purchase price upon demand.
A-2
SG : This designation denotes speculative-grade credit quality. Demand features rated in this category may be supported by a liquidity provider that does not have an investment grade short-term rating or may lack the structural and/or legal protections necessary to ensure the timely payment of purchase price upon demand.
Standard & Poors Long-Term Issue Credit Ratings
Issue credit ratings are based, in varying degrees, on S&P Global Ratings analysis of the following considerations:
| The likelihood of paymentthe capacity and willingness of the obligor to meet its financial commitment on a financial obligation in accordance with the terms of the obligation; |
| The nature and provisions of the financial obligation, and the promise we impute; and |
| The protection afforded by, and relative position of, the financial 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-3
Standard & Poors Short-Term Issue Credit Ratings
A-1: | A short-term obligation rated A-1 is rated in the highest category by S&P Global Ratings. 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: | A short-term obligation rated C is currently vulnerable to nonpayment and is dependent upon favorable business, financial, and economic conditions for the obligor to meet its financial commitment on the obligation. |
A-4
D: | A short-term obligation rated D is in default or in breach of an imputed promise. For non-hybrid capital instruments, the D rating category is used when payments on an obligation are not made on the date due, unless S&P Global Ratings 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 and where default on an obligation is a virtual certainty, for example due to automatic stay provisions. An obligations rating is lowered to D if it is subject to a distressed exchange offer. |
Standard & Poors Municipal Short-Term Note Ratings Definitions
An S&P Global Ratings U.S. municipal note rating reflects S&P Global Ratings 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, S&P Global Ratings 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. | |
SP-3: | Speculative capacity to pay principal and interest. |
Standard & Poors Dual Ratings
Dual ratings may be assigned to debt issues that have a put option or demand feature. The first component of the rating addresses the likelihood of repayment of principal and interest as due, and the second component of the rating addresses only the demand feature. The first component of the rating can relate to either a short-term or long-term transaction and accordingly use either short-term or long-term rating symbols. The second component of the rating relates to the put option and is assigned a short-term rating symbol (for example, AAA/A-1+ or A-1+/A-1). With U.S. municipal short-term demand debt, the U.S. municipal short-term note rating symbols are used for the first component of the rating (for example, SP-1+/A-1+).
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.
A-5
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. For information about the historical performance of ratings please refer to Fitchs Ratings Transition and Default studies which detail the historical default rates and their meaning. The European Securities and Markets Authority also maintains a central repository of rating default rates.
Fitch Ratings credit ratings do not directly address any risk other than credit risk. In particular, ratings do not deal with the risk of a market value loss on a rated security due to changes in interest rates, liquidity and other market considerations. However, in terms of payment obligation on the rated liability, market risk may be considered to the extent that it influences the ability of an issuer to pay upon a commitment. Ratings nonetheless do not reflect market risk to the extent that they influence the size or other conditionality of the obligation to pay upon a commitment (for example, in the case of index-linked bonds).
In the default components of ratings assigned to individual obligations or instruments, the agency typically rates to the likelihood of non-payment or default in accordance with the terms of that instruments documentation. In limited cases, Fitch Ratings may include additional considerations (i.e. rate to a higher or lower standard than that implied in the obligations documentation). In such cases, the agency will make clear the assumptions underlying the agencys opinion in the accompanying rating commentary.
The primary credit rating scales may be used to provide a credit opinion of privately issued obligations or certain note issuance programs. The primary credit rating scales may also be used to provide a credit opinion of a more narrow scope, including interest strips and return of principal.
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.
Fitch Long-Term Rating Scales
Issuer Credit Rating Scales
Rated entities in a number of sectors, including financial and non-financial corporations, sovereigns, insurance companies, and certain sectors within public finance, 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.
Country Ceilings
Country Ceilings are expressed using the symbols of the long-term issuer primary credit rating scale and relate to sovereign jurisdictions also rated by Fitch Ratings on the Issuer Default Rating scale. They reflect the agencys judgment regarding the risk of capital and exchange controls being imposed by the sovereign authorities that would prevent or materially impede the private sectors ability to convert local
A-6
currency into foreign currency and transfer to non-resident creditors transfer and convertibility (TandC) risk. As such, they are not ratings, but expressions of a maximum limit for the foreign currency issuer ratings of most, but not all, issuers in a given country. Given the close correlation between sovereign credit and TandC risks, the Country Ceiling may exhibit a greater degree of volatility than would normally be expected when it lies above the sovereign foreign currency rating.
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
c. Fitch Ratings otherwise believes a condition of RD or D to be imminent or inevitable, including through the formal announcement of a distressed debt exchange.
RD: Restricted default.
A-7
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 operating. 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; ord. execution of a distressed 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 distressed 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 distressed 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.
Notes
The modifiers + or - may be appended to a rating to denote relative status within major rating categories. Such suffixes are not added to the AAA Long-Term IDR category, or to Long-Term IDR categories below B.
Fitch Short-Term Rating Scales
A short-term issuer or obligation rating is based in all cases on the short-term vulnerability to default of the rated entity or security stream and relates to the capacity to meet financial obligations in accordance with the documentation governing the relevant obligation. Short-Term Ratings are assigned to obligations whose initial maturity is viewed as short term based on market convention. Typically, this means up to 13 months for corporate, sovereign, and structured obligations, and up to 36 months for obligations in U.S. public finance markets.
F1: |
Highest short-term credit quality. Indicates the strongest intrinsic capacity for timely payment of financial commitments; may have an added + to denote any exceptionally strong credit feature. |
|
F2: |
Good short-term credit quality. Good intrinsic capacity for timely payment of financial commitments. |
|
F3: |
Fair short-term credit quality. The intrinsic capacity for timely payment of financial commitments is adequate. |
|
B: |
Speculative short-term credit quality. Minimal capacity for timely payment of financial commitments, plus heightened vulnerability to near term adverse changes in financial and economic conditions. |
A-8
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. Typically applicable to entity ratings only. |
|
D: |
Default. Indicates a broad-based default event for an entity, or the default of a short-term obligation. |
A-9
APPENDIX B
PERSONS TO WHOM INVESCO PROVIDES
NON-PUBLIC PORTFOLIO HOLDINGS ON AN ONGOING BASIS
(as of January 31, 2017)
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) | |
Lincoln Investment Advisors Corporation | Other | |
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
TRUSTEES AND OFFICERS
As of May 31, 2017
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
|
Principal Occupation(s) During Past 5 Years |
Number
|
Other
Directorship Held by
Trustee/Director
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); Trustee, The Invesco Funds; Vice Chair, Investment Company Institute; and Member of Executive Board, SMU Cox School of Business
Formerly: Advisor to the Board, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.); Chairman and Chief Executive Officer, Invesco Advisers, Inc. (registered investment adviser); Director, Chairman, Chief Executive Officer and President, Invesco Holding Company (US), Inc. (formerly 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 Senior |
2006 | Head of the Americas and Senior Managing Director, Invesco Ltd.; Director, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered | 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
Vice President |
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 Chairman, Invesco Investment Services, Inc. (formerly known as Invesco Aim Investment Services, Inc.) (registered transfer agent) Chief Executive Officer, Invesco Corporate Class Inc. (corporate mutual fund company) Director, Chairman and Chief Executive Officer, Invesco Canada Ltd. (formerly known as Invesco Trimark Ltd./Invesco Trimark Ltèe) (registered investment adviser and registered transfer agent); Trustee and Senior Vice President, The Invesco Funds; Director, Invesco Investment Advisers LLC (formerly known as Van Kampen Asset Management).
Formerly: Co-Chairman, Co-President and Co-Chief Executive Officer, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Director, Chief Executive Officer and President, Van Kampen Exchange Corp; President and Principal Executive Officer, The Invesco Funds (other than AIM Treasurers Series Trust (Invesco Treasurers Series Trust), Short-Term Investments Trust and Invesco Management Trust); Executive Vice President, The Invesco Funds (AIM Treasurers Series Trust (Invesco Treasurers Series Trust), Short-Term Investments Trust and Invesco Management Trust only); Director and President, INVESCO Funds Group, Inc. (registered investment adviser and registered transfer agent); Director and Chairman, IVZ Distributors, Inc. (formerly known as INVESCO Distributors, Inc.) (registered broker dealer); Director, President and Chairman, Invesco Inc. (holding company), Invesco Canada Holdings Inc. (holding company), Trimark Investments Ltd./Placements Trimark Ltèe and Invesco Financial Services Ltd/Services Financiers Invesco Ltèe; Chief Executive Officer, Invesco Canada Fund Inc. (corporate mutual fund company); 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; |
C-2
C-3
Attorney, Simpson Thacher & Bartlett LLP | Investment Funds (4 portfolios); Artio Global Investment LLC (mutual fund complex); Edgen Group, Inc. (specialized energy and infrastructure products distributor) | |||||||
Eli Jones 1961 Trustee |
2016 |
Professor and Dean, Mays Business School - Texas A&M University
Formerly: Professor and Dean, Walton College of Business, University of Arkansas and E.J. Ourso College of Business, Louisiana State University; Director, Arvest Bank |
144 | Insperity, Inc. (formerly known as Administaff) (human resources provider) | ||||
Prema Mathai-Davis 1950 Trustee |
1998 |
Retired.
Formerly: Chief Executive Officer, YWCA of the U.S.A. |
144 | None | ||||
Teresa M. Ressel 1962 Trustee |
2017 |
Non-Executive Director and Trustee of a number of public and private business corporations
Formerly: Chief Financial Officer, Olayan America, The Olayan Group (international investor/commercial/industrial); Chief Executive Officer, UBS Securities LLC; Group Chief Operating Officer, Americas, UBS AG; Assistant Secretary for Management & Budget and CFO, US Department of the Treasury; Chief Compliance Officer, Kaiser Permanente; Program Manager, Hewlett-Packard; Nuclear Engineering, General Dynamics Corporation |
144 | Atlantic Power Corporation (power generation company); ON Semiconductor Corp. (semiconductor supplier) | ||||
Larry Soll 1942 Trustee |
2003 |
Retired.
Formerly: Chairman, Chief Executive Officer and President, Synergen Corp. (a biotechnology company) |
144 | None | ||||
Ann Barnett Stern 1957 Trustee |
2017 |
President and Chief Executive Officer, Houston Endowment Inc. (private philanthropic institution)
Formerly: Executive Vice President and General Counsel, Texas Childrens Hospital; Attorney, Beck, Redden and Secrest, LLP; Business Law Instructor, University of St. Thomas; Attorney, Andrews & Kurth LLP |
144 | Federal Reserve Bank of Dallas | ||||
Raymond Stickel, Jr. 1944 Trustee |
2005 |
Retired.
Formerly: Director, Mainstay VP Series Funds, Inc. (25 portfolios); Partner, Deloitte & Touche |
144 | None | ||||
Robert C. Troccoli 1949 Trustee |
2016 | Adjunct Professor, University of Denver Daniels College of Business | 144 | None |
C-4
Formerly: Senior Partner, KPMG LLP | ||||||||
Christopher L. Wilson 1957 Trustee |
2017 |
Managing Partner, CT2, LLC (investing and consulting firm)
Formerly: President/Chief Executive Officer, Columbia Funds, Bank of America Corporation; President/Chief Executive Officer, CDC IXIS Asset Management Services, Inc.; Principal & Director of Operations, Scudder Funds, Scudder, Stevens & Clark, Inc.; Assistant Vice President, Fidelity Investments |
144 | TD Asset Management USA Inc. (mutual fund complex) (22 portfolios); ISO New England, Inc. (non-profit organization managing regional electricity market) | ||||
Officers |
||||||||
Sheri Morris 1964 President, Principal Executive Officer and Treasurer |
1999 |
President, Principal Executive Officer and Treasurer, 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 Fund Trust
Formerly: Vice President and Principal Financial Officer, The Invesco Funds; 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 | ||||
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.); 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.) Senior Vice President, Chief Legal Officer and Secretary, The Invesco Funds; Managing Director, | N/A | N/A |
C-5
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 Fund Trust; Manager and Secretary, Invesco Indexing LLC
Formerly: Director, Secretary, General Counsel and Senior Vice President, Van Kampen Exchange Corp.; Director, Vice President and Secretary, IVZ Distributors, Inc. (formerly known as INVESCO Distributors, Inc.); Director and Vice President, INVESCO Funds Group, Inc.; 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) |
||||||||
Gregory G. McGreevey - 1962 Senior Vice President |
2012 |
Senior Managing Director, Invesco Ltd.; Director, Chairman, President, and Chief Executive Officer, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Director, Invesco Mortgage Capital, Inc. and Invesco Senior Secured Management, Inc.; and Senior Vice President, The Invesco Funds
Formerly: Assistant Vice President, The Invesco Funds |
N/A | N/A |
C-6
Kelli Gallegos 1970 Vice President, Principal Financial Officer and Assistant Treasurer |
2008 |
Vice President, Principal Financial Officer and Assistant Treasurer, The Invesco Funds; Assistant Treasurer, Invesco PowerShares Capital Management LLC, 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 Fund Trust
Formerly: Assistant Vice President, The Invesco Funds |
N/A | N/A | ||||
Tracy Sullivan 1962 Vice President, Chief Tax Officer and Assistant Treasurer |
2008 |
Vice President, Chief Tax Officer and Assistant Treasurer, The Invesco Funds; Assistant Treasurer, Invesco PowerShares Capital Management LLC, 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 Fund Trust
Formerly: Assistant Vice President, The Invesco Funds |
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., 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 Fund; Anti-Money Laundering Compliance Officer and Bank Secrecy Act Officer, INVESCO National Trust Company and Invesco Trust Company; and Fraud Prevention Manager and Controls and Risk Analysis Manager for Invesco Investment Services, Inc.
Formerly: Anti-Money Laundering Compliance Officer, Van Kampen Exchange Corp. |
N/A | N/A | ||||
Robert R. Leveille 1969 Chief Compliance Officer |
2016 |
Chief Compliance Officer, Invesco Advisers, Inc. (registered investment adviser); and Chief Compliance Officer, The Invesco Funds
Formerly: Chief Compliance Officer, Putnam Investments and the Putnam Funds |
N/A | N/A |
C-7
Trustee Ownership of Fund Shares as of December 31, 2016
Name of Trustee | Dollar Range of Equity Securities Per Fund |
Aggregate Dollar Range
Trustee in Invesco Funds |
||
Interested Persons |
||||
Martin L. Flanagan |
Invesco Charter Fund (over $100,000) Invesco Diversified Dividend Fund (over $100,000) |
Over $100,000 | ||
Philip A. Taylor | None | $1 - $10,000 | ||
Independent Trustees |
||||
David C. Arch | Invesco Diversified Dividend Fund ($10,001-$50,000) | Over $100,000 | ||
James T. Bunch | None | Over $100,000 | ||
Bruce L. Crockett |
Invesco Charter Fund (over $100,000) Invesco Diversified Dividend Fund (over $100,000) |
Over $100,000 3 | ||
Jack M. Fields | Over $100,000 3 | |||
Cynthia Hostetler 5 | N/A | N/A | ||
Eli Jones 4 | Invesco Diversified Dividend Fund ($50,001-$100,000) | Over $100,000 | ||
Prema Mathai-Davis | Invesco Diversified Dividend Fund (over $100,000) | Over $100,000 3 | ||
Teresa M. Ressel 5 | N/A | N/A | ||
Larry Soll | None | Over $100,000 | ||
Ann Barnett Stern 5 | N/A | N/A | ||
Raymond Stickel, Jr. | Invesco Diversified Dividend Fund (over $100,000) | Over $100,000 | ||
Robert C. Troccoli 4 | None | Over $100,000 | ||
Christopher L. Wilson 5 | N/A | Over $100,000 |
3 | Includes total amount of compensation deferred by the trustee at his or her election pursuant to a deferred compensation plan. Such deferred compensation is placed in a deferral account and deemed to be invested in one or more of the Invesco Funds. |
4 | Dr. Eli Jones and Mr. Robert C. Troccoli were appointed as trustees of the Trust effective January 29, 2016. |
5 | The information in the table is provided as of December 31, 2016. Mss. Cynthia Hostetler, Teresa M. Ressel and Ann Barnett Stern and Mr. Christopher L. Wilson were elected as trustees of the Trust by shareholders at a meeting held on March 9, 2017. |
C-8
APPENDIX D
TRUSTEES COMPENSATION TABLE
Set forth below is information regarding compensation paid or accrued for each trustee of the Trust who was not affiliated with Invesco during the year ended December 31, 2016, unless otherwise noted.
Trustee |
Aggregate
Compensation from the Trust 1 |
Retirement
Benefits Accrued by All Invesco Funds |
Estimated
Annual Benefits Upon Retirement 2 |
Total Compensation
From all Invesco Funds 3 |
||||||||||||
Independent Trustees (4) |
||||||||||||||||
David C. Arch |
$ | 20,324 | $ | 0 | $ | 205,000 | $ | 383,122 | ||||||||
James T. Bunch |
21,648 | 0 | 205,000 | 401,322 | ||||||||||||
Bruce L. Crockett |
37,311 | 0 | 205,000 | 690,922 | ||||||||||||
Jack M. Fields |
19,737 | 0 | 205,000 | 363,122 | ||||||||||||
Cynthia Hostetler (6) |
N/A | N/A | N/A | N/A | ||||||||||||
Eli Jones 5 |
13,086 | 0 | 0 | 309,351 | ||||||||||||
Prema Mathai-Davis |
21,224 | 0 | 205,000 | 390,322 | ||||||||||||
Teresa M. Ressel (6) |
N/A | N/A | N/A | N/A | ||||||||||||
Larry Soll |
21,507 | 0 | 226,885 | 396,322 | ||||||||||||
Ann Barnett Stern (6) |
N/A | N/A | N/A | N/A | ||||||||||||
Raymond Stickel, Jr. |
23,134 | 0 | 205,000 | 426,022 | ||||||||||||
Robert C. Troccoli (5) |
13,527 | 0 | 0 | 317,851 | ||||||||||||
Christopher L. Wilson (6) |
N/A | N/A | N/A | N/A |
1 | Amounts shown are based on the fiscal year ended October 31, 2016. The total amount of compensation deferred by all trustees of the Trust during the fiscal year ended October 31, 2016, including earnings, was $30,284. |
2 | These amounts represent the estimated annual benefits payable by the Invesco Funds upon the trustees retirement and assumes each trustee serves until his or her normal retirement date. These amounts are not adjusted to reflect deemed investment appreciation or depreciation. |
3 | All trustees currently serve as trustee of 31 registered investment companies advised by Invesco. |
4 | On December 31, 2016, Mr. Albert Dowden and Ms. Suzanne Woolsey retired. During the fiscal year ended October 31, 2016 compensation from the trust for both Mr. Dowden and Ms. Woolsey was $41,548. |
5 | Dr. Eli Jones and Mr. Robert C. Troccoli were appointed as trustees of the Trust effective January 29, 2016. |
6. | Mss. Cynthia Hostetler, Teresa M. Ressel and Ann Barnett Stern and Mr. Christopher L. Wilson were elected as trustees of the Trust by shareholders at a meeting held on March 9, 2017. |
D-1
APPENDIX E
PROXY POLICIES AND PROCEDURES
Invescos Policy Statement on Global Corporate
Governance and Proxy Voting
The Adviser and each sub-adviser rely on this policy. In addition, Invesco Advisers, Inc., Invesco Asset Management Limited, Invesco Canada Ltd., Invesco Asset Management (Japan) Limited, Invesco Asset Management Deutschland GmbH and Invesco PowerShares Capital Management LLC have also adopted operating guidelines and procedures for proxy voting particular to each regional investment center. Such guidelines and procedures are attached hereto.
|
Invescos Policy Statement on Global Corporate Governance and Proxy Voting |
I. |
Guiding Principles and Philosophy |
Public companies hold shareholder meetings, attended by the companys executives, directors, and shareholders, 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 shareholders the opportunity to vote on issues that impact the companys operations and policies without being present at 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 voles are cast in accordance with clients best interests, which Invesco interprets to mean clients best economic interests, this Policy and the operating guidelines and procedures of Invescos regional investment centers.
Invesco investment teams vote proxies on behalf of Invesco-sponsored funds and non-fund advisory clients that have explicitly granted Invesco authority in writing to vote proxies on their behalf.
The proxy voting process at Invesco, which is driven by investment professionals, Focuses on maximizing long-term value for our clients, protecting clients rights and promoting governance structures and practices that reinforce the accountability of corporate management and boards of directors to shareholders. Invesco takes a nuanced approach to voting and, therefore, many matters to be voted upon are reviewed on a case by case basis.
Votes in favor of board or management proposals should not be interpreted as an indication of insufficient consideration by lnvesco fund managers. Such votes may reflect the outcome of past or ongoing engagement and active ownership by Invesco with representatives of the companies in which we invest.
II. |
Applicability of this Policy |
This Policy sets forth the framework of Invescos corporate governance approach, broad philosophy and guiding principles that inform the proxy voting practices of Invescos investment teams around the world. Given the different nature of these teams and their respective investment processes, as well as the significant differences in regulatory regimes and market practices across jurisdictions, not all aspects of this Policy may apply to all Invesco investment teams at all times. In the case of a conflict between this Policy and the operating guidelines and procedures of a regional investment center the latter will control.
1
III. |
Proxy Voting for Certain Fixed Income, Money Market Accounts and Index |
For proxies held by certain client accounts managed in accordance with fixed income, money market and index strategies (including exchange traded funds), lnvesco will typically vote in line with the majority holder of the active-equity shares held by Invesco outside of those strategies (Majority Voting). In this manner Invesco seeks to leverage the active-equity 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 those accounts, absent certain types of conflicts of interest, which are discussed elsewhere in this Policy.
IV. |
Conflicts of Interest |
There may be occasions where voting proxies may present a real or perceived conflict of interest between Invesco, as investment manager, and one or more of Invescos clients or vendors. Under Invescos Code of Conduct, Invesco entities and individuals are strictly prohibited from putting personal benefit, whether tangible or intangible, before the interests of clients. Personal benefit includes any intended benefit for Invesco, oneself or any other individual, company, group or organization of any kind whatsoever, except a benefit for the relevant lnvesco client.
Firm-level Conflicts of Interest
A conflict of interest may exist if Invesco has a material business relationship with, or is actively soliciting business from, either the company soliciting a proxy or a third party that has a material interest in the outcome of a proxy vote or that is actively lobbying for a particular outcome of a proxy vote (e.g., issuers that are distributors of Invescos products, or issuers that employ lnvesco to manage portions of their retirement plans or treasury accounts). Invescos proxy governance team maintains a list of all such issuers for which a conflict of interest exists.
If the proposal that gives rise to the potential conflict is specifically addressed by this Policy or the operating guidelines and procedures of the relevant regional investment center, Invesco generally will vote the proxy in accordance therewith. Otherwise, based on a majority vote of its members, the Global IPAC (as described below) will vote the proxy.
Because this Policy and the operating guidelines and procedures of each regional investment center are pre-determined and crafted to be in the best economic interest of clients, applying them to vote client proxies should, in most instances, adequately resolve any potential conflict of interest. As an additional safeguard, persons from Invescos marketing, distribution and other customer-facing functions may not serve on the Global IPAC. For the avoidance of doubt, Invesco may not consider Invesco Ltd.s pecuniary interest when voting proxies on behalf of clients.
2
Personal Conflicts of Interest
A conflict also may exist where an Invesco employee has a known personal relationship with other proponents of proxy proposals, participants in proxy contests, corporate directors, or candidates for directorships.
All Invesco personnel with proxy voting responsibilities are required to report any known personal conflicts of interest regarding proxy issues with which they are involved. In such instances, the individual(s) with the conflict will be excluded from the decision-making process relating to such issues.
Other Conflicts of Interest
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 in client accounts from time to time. 1 Shares of an Invesco-sponsored fund held by other lnvesco funds will be voted in the same proportion as the votes of external shareholders of the underlying fund.
V. |
Use of Third-Party Proxy Advisory Services |
Invesco may supplement its internal research with information from third-parties, such as proxy advisory firms. However, Invesco generally retains full and independent discretion with respect to proxy voting decisions.
As part of its fiduciary obligation to clients, Invesco performs extensive initial and ongoing due diligence on the proxy advisory firms it engages. This includes reviews of information regarding the capabilities of their research staffs and internal controls, policies and procedures, including those relating to possible conflicts of interest. In addition, lnvesco regularly monitors and communicates with these firms and monitors their compliance with Invescos performance and policy standards.
VI. |
Global Proxy Voting Platform and Administration |
Guided by its philosophy that investment teams should manage proxy voting, Invesco has created the Global lnvesco Proxy Advisory Committee (Global IPAC). The Global IPAC is a global investments-driven committee comprised of representatives from various investment management teams and Invescos Global Head of Proxy Governance and Responsible Investment (Head of Proxy Governance). The Global IPAC provides a forum for investment teams to monitor, understand and discuss key proxy issues and voting trends within the lnvesco complex. Absent a conflict of interest, the Global IPAC representatives, in consultation with the respective investment team, are responsible for voting proxies for the securities the team manages (unless such responsibility is explicitly delegated to the portfolio managers of the securities in question) In addition to the Global IPAC, for some clients, third parties (e.g., U.S. mutual fund boards) provide oversight of the proxy process. The Global IPAC and Invescos
1 | Generally speaking, Invesco does not invest for its clients in the shares of Invesco Ltd., however, limited exceptions apply in the case of funds or accounts designed to track an index that includes Invesco Ltd. as a component. |
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proxy administration and governance team, compliance and legal teams regularly communicate and review this Policy and the operating guidelines and procedures of each regional investment center to ensure that they remain consistent with clients best interests, regulatory requirements, governance trends and industry best practices.
Invesco maintains a proprietary global proxy administration platform, known as the fund manager portal and supported by the Head of Proxy Governance 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 managing conflicts of interest issuers. 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 that enable Invesco to satisfy client, regulatory and management requirements. Historical proxy voting information, including commentary by investment professionals regarding the votes they cast, where applicable, is stored to build institutional knowledge across the Invesco complex with respect to individual companies and proxy issues. Certain investment teams also use the platform to access third-party proxy research.
VII. |
Non-Votes |
In the great majority of instances, Invesco is able to vote proxies successfully. However, in certain circumstances Invesco may refrain from voting where the economic or other opportunity costs of voting 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. For example:
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Invesco may not receive proxy materials from the relevant fund or client custodian with sufficient time and information to make an informed independent voting decision. In such cases, Invesco may choose not to vote, to abstain from voting, to vote in line with management or to vote in accordance with proxy advisor recommendations. These matters are left to the discretion of the fund manager. |
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If the security in question is on loan as part of a securities lending program, lnvesco may determine that the benefit to the client of voting a particular proxy is outweighed by the revenue that would be lost by terminating the loan and recalling the securities. |
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In some countries the exercise of voting rights imposes temporary transfer restrictions on the related securities (share blocking). Invesco generally refrains from voting proxies in share-blocking countries unless Invesco 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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Some 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. |
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VIII. |
Proxy Voting Guidelines |
The following guidelines describe Invescos general positions on various common proxy voting issues. This list is not intended to be exhaustive or prescriptive. As noted above, Invescos proxy process is investor-driven, and each fund manager retains ultimate discretion to vote proxies in the manner they deem most appropriate, consistent with Invescos proxy voting principles and philosophy discussed in Sections I through IV. Individual proxy votes therefore will differ from these guidelines from time to time.
A. |
Shareholder Access and Treatment of Shareholder Proposals |
Invesco reviews on a case by case basis but 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, provided that such proposals would not require a disproportionate amount of management attention or corporate resources or otherwise that may inappropriately disrupt the companys business and main purpose. usually set out in their reporting disclosures and business model. Likewise, Invesco reviews on a case by case basis but 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 (for example, where minority shareholders rights are not adequately protected).
B. |
Environmental, Social and Corporate Responsibility Issues |
Invesco believes that a companys long-term response to environmental, social and corporate responsibility issues can significantly affect its long-term shareholder value. We recognize that to manage a corporation effectively, directors and management may consider not only the interests of shareholders, but also the interests of employees, customers, suppliers, creditors and the local community, 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.
C. | Capitalization Structure Issues |
i. |
Stock Issuances |
Invesco generally supports a boards decisions about the need for additional capital stock to meet ongoing corporate needs, except where the request could adversely affect Invesco clients ownership stakes or voting rights. Some capitalization proposals, such as those to authorize common or preferred stock with special voting rights or to issue additional stock in connection with an acquisition, may require additional analysis. lnvesco generally opposes proposals to authorize classes of preferred stock with unspecified voting, conversion, dividend or other rights (blank check stock) when they appear to be intended as an anti-takeover mechanism; such issuances may be supported when used for general financing purposes.
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ii. |
Stock Splits |
Invesco generally supports a boards proposal to increase common share authorization for a stock split, provided that the increase in authorized shares would not result in excessive dilution given the companys industry and performance in terms of shareholder returns.
iii. |
Share Repurchases |
lnvesco generally supports a boards proposal to institute open-market share repurchase plans only if all shareholders participate on an equal basis.
D. | Corporate Governance Issues |
i. Board of Directors
1. |
Director Nominees in Uncontested Elections |
Subject to the other considerations described below, in an uncontested director election for a company without a controlling shareholder, lnvesco generally votes in favor of the director slate if it is comprised of at least a majority of independent directors and if the boards key committees are fully independent, effective and balanced. Key committees include the audit, compensation/remuneration and governance/nominating committees. lnvescos standard of independence excludes directors who, in addition to the directorship, have any material business or family relationships with the companies they serve.
2. |
Director Nominees in Contested Elections |
Invesco recognizes that short-term investment sentiments influence the corporate governance landscape and may influence companies in Invesco clients portfolios and more broadly across the market. Invesco recognizes that short-term investment sentiment may conflict with long-term value creation and as such looks at each proxy contest matter on a case by case basis, considering factors such as:
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Long-term financial performance of the company relative to its industry, |
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Managements track record, |
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Background to the proxy contest, |
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Qualifications of director nominees (both slates), |
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Evaluation of what each side is offering shareholders as well as the likelihood that the proposed objectives and goals can be met, and |
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Stock ownership positions in the company. |
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3. |
Director Accountability |
Invesco generally withholds votes from directors who exhibit a lack of accountability to shareholders. Examples include, without limitation, poor attendance (less than 75%, absent extenuating circumstances) at meetings, failing to implement shareholder proposals that have received a majority of votes and/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.
4. |
Director Independence |
lnvesco generally supports proposals to require a majority of directors to be independent unless particular circumstances make this not Feasible or in the best interests of shareholders, We generally vote for proposals that would require the boards audit, compensation/remuneration, and/or governance/nominating committees to be composed exclusively of independent directors since this minimizes the potential for conflicts of interest.
5. |
Director Indemnification |
Invesco recognizes that individuals may be reluctant to serve as corporate directors if they are personally liable for all related lawsuits and legal costs. As a result, reasonable limitations on directors liability can benefit a company and its shareholders by helping to attract and retain qualified directors while preserving recourse for shareholders in the event of misconduct by directors, Invesco, therefore, generally supports proposals to limit directors liability and provide indemnification and/or exculpation, provided that the arrangements are limited to the director acting honestly and in good faith with a view to the best interests of the company and, in criminal matters, are limited to the director having reasonable grounds for believing the conduct was lawful.
6. |
Separate Chairperson and CEO |
Invesco evaluates these proposals on a case by case basis, recognizing that good governance requires either an independent chair or a qualified, proactive, and lead independent director.
Voting decisions may take into account, among other factors, the presence or absence of:
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a designated lead director, appointed from the ranks of the independent board members, with an established term of office and clearly delineated powers and duties; |
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a majority of independent directors; |
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completely independent key committees; |
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committee chairpersons nominated by the independent directors; |
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CEO performance reviewed annually by a committee of independent directors; and |
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established governance guidelines. |
7. |
Majority/Supermajority/Cumulative Voting for Directors |
The right to elect directors is the single most important mechanism shareholders have to promote accountability. Invesco generally votes in favor of proposals to elect directors by a majority vote. Except in cases where required by law in the jurisdiction of incorporation or when a company has adopted formal governance principles that present a meaningful alternative to the majority voting standard, Invesco generally votes against actions that would impose any supermajority voting requirement. and generally supports actions to dismantle existing supermajority requirements.
The practice of cumulative voting can enable minority shareholders to have representation on a companys board. Invesco generally opposes such proposals as unnecessary where the company has adopted a majority voting standard. However, 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.
8. |
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.
9. |
Board Size |
lnvesco believes that the number of directors is an important factor to consider when evaluating the boards ability to maximize long-term shareholder value. Invesco approaches proxies relating to board size on a case by case basis but generally will defer to the board with respect to determining the optimal number of board members, provided that the proposed board size is sufficiently large to represent shareholder interests and sufficiently limited to remain effective.
10. |
Term Limits for Directors |
lnvesco believes it is important for a board of directors to examine its membership regularly with a view to ensuring that the company continues to benefit from a diversity of director viewpoints and experience. We generally believe that an individual boards nominating committee is best positioned to determine whether director term limits would be an appropriate measure to help achieve these goals and, if so, the nature of such limits.
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ii. Audit Committees and Auditors
1. |
Qualifications of Audit Committee and Auditors |
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 Audit Committee and holds its members accountable for the quality of the companys financial statements and reports.
2. |
Auditor Indemnifications |
A companys independent auditors play a critical role in ensuring and attesting to the integrity of the companys financial statements. It is therefore essential that they perform their work in accordance with the highest standards. Invesco generally opposes proposals that would limit the liability of or indemnify auditors because doing so could serve to undermine this obligation.
3. |
Adequate Disclosure of Auditor Fees |
Understanding the fees earned by the auditors is important for assessing auditor independence. Invescos support for the re-appointment of the auditors will take into consideration the availability of adequate disclosure concerning the amount and nature of audit versus non-audit fees. Invesco generally will support proposals that call for this disclosure if it is not already being made.
E. |
Remuneration and Incentives |
Invesco believes properly constructed compensation plans that include equity ownership are effective in creating incentives that induce management and employees of portfolio companies to create greater shareholder wealth. Invesco generally supports equity compensation plans that promote the proper alignment of incentives with shareholders long-term interests! and generally votes against plans that are overly dilutive to existing shareholders, plans that contain objectionable structural features. and plans that appear likely to reduce the value of the clients investment.
i. Independent Compensation/Remuneration Committee
Invesco believes that an independent, experienced and well-informed compensation/remuneration committee is critical to ensuring that a companys remuneration practices align with shareholders interests and, therefore, generally supports proposals calling for a compensation/remuneration committee to be comprised solely of independent directors.
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ii. Advisory Votes on Executive Compensation
Invesco believes that an independent compensation/remuneration committee of the board, with input from management, is generally best positioned to determine the appropriate components and levels of executive compensation, as well as the appropriate frequency of related shareholder advisory votes. This is particularly the case where shareholders have the ability to express their views on remuneration matters through annual votes for or against the election of the individual directors who comprise the compensation/remuneration committee. Invesco, therefore, generally will support managements recommendations with regard to the components and levels of executive compensation and the frequency of shareholder advisory votes on executive compensation. However, Invesco will vote against such recommendations where Invesco determines that a companys executive remuneration policies are not properly aligned with shareholder interests or may create inappropriate incentives for management.
iii. 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, without limitation, the ability to reprice or reload options without shareholder approval, the ability to issue options below the stocks current market price, or the ability to replenish shares automatically without shareholder approval.
iv. Severance Arrangements
lnvesco considers proposed severance arrangements (sometimes known as golden parachute arrangements) on a case-by-case basis due to the wide variety among their terms. Invesco acknowledges that in some cases such arrangements, if reasonable, may be in shareholders best interests as a method of attracting and retaining high quality executive talent. lnvesco generally votes in favor of proposals requiring advisory shareholder ratification of senior executives severance agreements while generally opposing proposals that require such agreements to be ratified by shareholders in advance of their adoption.
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v. Claw Back Provisions
lnvesco generally supports so called claw back policies intended to recoup remuneration paid to senior executives based upon materially inaccurate financial reporting (as evidenced by later restatements) or fraudulent accounting or business practices.
vi. 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 represents a reasonable discount from the market price.
F. |
Anti-Takeover Defenses; Reincorporation |
Measures designed to protect a company from unsolicited bids can adversely affect shareholder value and voting rights, and they have the potential to create conflicts of interests among directors, management and shareholders. Such measures include adopting or renewing shareholder rights plans (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. In determining whether to support a proposal to add, eliminate or restrict anti-takeover measures, Invesco will examine the particular elements of the proposal to assess the degree to which it would adversely affect shareholder rights of adopted. Invesco generally supports shareholder proposals directing companies to subject their anti-takeover provisions to a shareholder vote. Invesco generally opposes payments by companies to minority shareholders intended to dissuade such shareholders from pursuing a takeover or other changes (sometimes known as greenmail) because these payments result in preferential treatment of some shareholders over others.
Reincorporation involves re-establishing the company in a different legal jurisdiction. Invesco generally will vote for proposals to reincorporate a company provided that the board and management have demonstrated sound financial or business reasons for the move. Invesco generally will oppose proposals to reincorporate if they are solely part of an anti-takeover defense or intended to limit directors liability.
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Proxy Guidelines
for
Invesco Advisers, Inc.
PROXY VOTING GUIDELINES
Applicable to | All Advisory Clients, including the Invesco Funds | |
Risk Addressed by the Guidelines | Breach of fiduciary duty to client under Investment Advisers Act of 1940 by placing Invescos interests ahead of clients best interests in voting proxies | |
Relevant Law and Other Sources | U.S. Investment Advisers Act of 1940, as amended | |
Last ☒ Reviewed ☒ Revised by Compliance for Accuracy |
April 19, 2016 | |
Guideline Owner | U.S. Compliance and Legal | |
Policy Approver | Invesco Advisers, Inc., Invesco Funds Board | |
Approved/Adopted Date | May 3-4, 2016 |
The following guidelines apply to all institutional and retail funds and accounts that have explicitly authorized Invesco Advisers, Inc. (Invesco) to vote proxies associated with securities held on their behalf (collectively, Clients).
A. INTRODUCTION
Invesco Ltd. (IVZ), the ultimate parent company of Invesco, has adopted a global policy statement on corporate governance and proxy voting (the Invesco Global Proxy Policy). The policy describes IVZs views on governance matters and the proxy administration and governance approach. Invesco votes proxies by using the framework and procedures set forth in the Invesco Global Proxy Policy, while maintaining the Invesco-specific guidelines described below.
B. PROXY VOTING OVERSIGHT: THE MUTUAL FUNDS BOARD OF TRUSTEES
In addition to the Global Invesco Proxy Advisory Committee, the Invesco mutual funds board of trustees provides oversight of the proxy process through quarterly reporting and an annual in-person presentation by Invescos Global Head of Proxy Governance and Responsible Investment.
C. USE OF THIRD PARTY PROXY ADVISORY SERVICES
Invesco has 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 uses the information gleaned from those sources to make independent voting decisions.
Invescos proxy administration team performs extensive initial and ongoing due diligence on the proxy advisory firms that it engages. When deemed appropriate, representatives from the proxy advisory firms are asked to deliver updates directly to the mutual funds board of trustees. Invesco 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. Furthermore, each proxy advisory firm completes an annual due diligence questionnaire submitted by Invesco, and Invesco conducts on-site due diligence at each firm, in part to discuss their responses to the questionnaire.
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.
D. PROXY VOTING GUIDELINES
The following guidelines describe Invescos general positions on various common proxy issues. The guidelines are not intended to be exhaustive or prescriptive. Invescos proxy process is investor-driven, and each portfolio manager retains ultimate discretion to vote proxies in the manner that he or she deems to be the most appropriate, consistent with the proxy voting principles and philosophy discussed in the Invesco Global Proxy Policy. 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.
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The following are specific voting issues that illustrate how Invesco applies this principle of accountability.
Elections of directors
In uncontested director elections for companies that do not have a controlling shareholder, Invesco generally votes in favor of slates if they are comprised of at least a majority of independent directors and if the boards key committees are fully independent. Key committees include the audit, compensation and governance or nominating Committees. Invescos standard of independence excludes directors who, in addition to the directorship, have any material business or family relationships with the companies they serve. Contested director elections are evaluated on a case-by-case basis.
Director performance
Invesco generally withholds votes from directors who exhibit a lack of accountability to shareholders, either through their Level of attendance at meetings or by adopting or approving egregious corporate-governance or other policies. In cases of material financial restatements, accounting fraud, habitually late filings, adopting shareholder rights plan (poison pills) without shareholder 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.
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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.
Proxy access
Invesco generally supports shareholders nominations of directors in the proxy statement and ballot because it increases the accountability of the board to shareholders. Invesco will generally consider the proposed minimum period of ownership (e.g., three years), minimum ownership percentage (e.g., three percent), limitations on a proponents ability to aggregate holdings with other shareholders and the maximum percentage of directors who can be nominated when determining how to vote on proxy access proposals.
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.
Exclusive Forum
Invesco generally supports proposals that would designate a specific jurisdiction in company bylaws as the exclusive venue for certain types of shareholder lawsuits in order to reduce costs arising out of multijurisdidional litigation.
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.
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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.
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.
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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.
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 and the Invesco Global Proxy Policy, 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 cash sweep investment vehicles selected by a Client but for which Invesco has proxy voting authority over the account and where no other Client holds the same securities, Invesco will vote proxies based on ISS recommendations.
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.
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F. | POLICIES AND VOTE DISCLOSURE |
A copy of these guidelines, the Invesco Global Proxy Policy 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 contact their client service representative to request information about how Invesco voted proxies on their behalf. Absent specific contractual guidelines, such requests may be made on a semi-annual basis.
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Proxy Guidelines
for
Invesco Asset Management Limited (UK)
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Invesco Perpetual Stewardship Policy |
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Institutional investors should publicly disclose their policy on how they will discharge their stewardship responsibilities |
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Institutional investors should have a robust policy on managing conflicts of interest in relation to stewardship and this policy should be publicly disclosed |
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Institutional investors should monitor their investee companies |
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Institutional investors should establish clear guidelines on when and how they will escalate their activities as a method of protecting and enhancing shareholder value |
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Institutional investors should be willing to act collectively with other investors where appropriate |
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Institutional investors should have a clear policy on voting and disclosure of voting activity |
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Institutional investors should report periodically on their stewardship and voting activities |
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Invesco Perpetual Stewardship Policy |
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This paper describes Invesco Perpetuals (IP) approach to stewardship and in particular how our policy and procedures meet the requirements of the Financial Reporting Councils (FRC) UK Stewardship Code (the Code). Its purpose is to increase understanding of the philosophy, beliefs and practices that drive IPs behaviours as a significant institutional investor in markets around the world.
IP has supported the development of good governance in the UK and beyond for many years. We are signatories and supporters of the FRCs Stewardship Code. The Code sets out a number of areas of good practice to which the FRC believes institutional investors should aspire. It also describes steps asset owners can take to protect and enhance the value that accrues to the ultimate beneficiary.
This document is designed to describe how IP approaches our stewardship responsibilities and how this is consistent with and complies with the Code. It also provides useful links to relevant documents, codes and regulation for those who would like to look further at the broader context of our policy and the Code, as well as our commitment to other initiatives in this area, such as the UN supported Principles for Responsible Investment, of which Invesco is a signatory.
Key contact details are available at the end of this document should you have any questions on any aspect of our stewardship activities.
What is the UK Stewardship Code?
The UK Stewardship Code is a set of principles and guidance for institutional investors which represents current best practice on how they should perform their stewardship duties. The purpose of the Code is to improve 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 was published by the FRC in July 2010, was updated in September 2012, and will continue to be overseen by the FRC. Commitment to the Code is on a comply or explain basis.
Our compliance with the Stewardship Code
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.
IP takes its responsibilities for investing its clients money very seriously. 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 from 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 invests those sums in securities, real property and other investment assets. This is considered more appropriate than undertaking the direct management 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 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 trying to sell or liquidating their funds share ownership, is the removal of directors. Given that the majority of its investments are part of a very active asset management culture, engagement with those companies in which it chooses to invest its clients money is very important. Encouraging high standards of corporate governance within those companies that it invests is key to achieving successful outcomes for its clients.
IP sets out below how it complies with each principle of the FRCs Stewardship code, or details why we have chosen to take a different approach, where relevant.
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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, all falling under the broader global policy. As an example, within IPs ICVC range the following funds are excluded: Invesco US Enhanced Index, IP Balanced Risk 6, 8 and 10 funds, IP European ex UK Enhanced Index, IP Global Balanced Index, IP Global ex-UK Core Equity Index, IP Global ex-UK Enhanced Index, IP Hong Kong & China, IP Japanese Smaller Companies, IP UK Enhanced Index.
Introduction to the principles of the Stewardship Code
There are 7 principles under the Stewardship Code. Each principle is accompanied by guidance to help investors focus on how to meet it.
The principles are as follows:
- Principle 1: |
Institutional investors should publicly disclose their policy on how they will discharge their stewardship responsibilities. | |
- 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. | |
- Principle 3: |
Institutional investors should monitor their investee companies. | |
- 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. | |
- Principle 5: |
Institutional investors should be willing to act collectively with other investors where appropriate. | |
- Principle 6: |
Institutional investors should have a clear policy on voting and disclosure of voting activity. | |
- Principle 7: |
Institutional investors should report periodically on their stewardship and voting activities. |
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Institutional investors should publicly disclose their policy on how they will discharge their stewardship responsibilities.
Guidance
Stewardship activities include monitoring and engaging with companies on matters such as strategy, performance, risk, capital structure and corporate governance, including culture and remuneration.
Engagement is purposeful dialogue with companies on those matters as well as on issues that are the immediate subject of votes at general meetings.
The policy should disclose how the institutional investor applies stewardship with the aim of enhancing and protecting the value for the ultimate beneficiary or client.
The statement should reflect the institutional investors activities within the investment chain, as well as the responsibilities that arise from those activities. In particular, the stewardship responsibilities of those whose primary activities are related to asset ownership may be different from those whose primary activities are related to asset management or other investment-related services.
Where activities are outsourced, the statement should explain how this is compatible with the proper exercise of the institutional investors stewardship responsibilities and what steps the investor has taken to ensure that they are carried out in a manner consistent with the approach to stewardship set out in the statement.
The disclosure should describe arrangements for integrating stewardship within the wider investment process.
Invesco Perpetuals Investors approach:
IP complies with Principle 1 by publishing Invescos Global Policy Statement on Corporate Governance and Proxy Voting and this document around the specific application to Invesco on its website.
In this document we explain our philosophy on stewardship (including how we monitor and engage with companies), our proxy voting policy and how we deal with conflicts of interest. These documents are reviewed and updated on an annual basis.
Our intention is to report all of our investment teams proxy voting records through an easily accessible portal on our internet page. This will allow our clients to see votes that have been cast by our investment professionals on each of our UCITS funds managed by IAML, by company that we are shareholders of, and by resolution, and to easily search for the records that they are interested in. This is planned to be in place by the end of 2016. This data will be updated on an annual basis.
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 clients.
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 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 corporate engagement.
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. It adds depth to the sophistication of our understanding of the firm, its clients and markets. Inevitably there are times when IPs views diverge from those of the companies executives but, where possible, we attempt 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, (i.e. we believe that we are more influential as an owner of equity) even if this can be a slow process.
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Specifically when considering resolutions put to shareholders, IP will pay attention to the companies compliance with the relevant local requirements. In addition, when analysing 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 |
Non-routine resolutions and other topics
These will be considered on a case-by-case basis and where proposals are put to a 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).
Other 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 |
Institutional investors should have a robust policy on managing conflicts of interest in relation to stewardship and this policy should be publicly disclosed.
Guidance
An institutional investors duty is to act in the interests of its clients and/or beneficiaries.
Conflicts of interest will inevitably arise from time to time, which may include when voting on matters affecting a parent company or client.
Institutional investors should put in place, maintain and publicly disclose a policy for identifying and managing conflicts of interest with the aim of taking all reasonable steps to put the interests of their client or beneficiary first. The policy should also address how matters are handled when the interests of clients or beneficiaries diverge from each other.
Invesco Perpetuals Investors approach:
Invesco Perpetual maintains policies and procedures that deal with conflicts of interest in all of its business dealings. In particular in relation to conflicts of interest that exist in its stewardship and proxy voting activities, these policies can be found in the Global Policy Statement on Corporate Governance and Proxy Voting found on our website.
An extract from this policy is included below.
There may be occasions where voting proxies may present a real or perceived conflict of interest between Invesco, as investment manager, and one or more of Invescos clients or vendors. Under Invescos Code of Conduct, Invesco entities and individuals are strictly prohibited from putting personal benefit, whether tangible or intangible, before the interests of clients. Personal benefit includes any intended benefit for Invesco, oneself or any other individual, company, group or organization of any kind whatsoever, except a benefit for the relevant Invesco client.
Firm-level Conflicts of Interest
A conflict of interest may exist if Invesco has a material business relationship with, or is actively soliciting business from, either the company soliciting a proxy vote or a third party that has a material interest in the outcome of a proxy vote or that is actively lobbying for a particular outcome of a proxy vote (e.g., issuers that are distributors of Invescos products, or issuers that employ Invesco to manage portions of their retirement plans or treasury accounts). Invescos proxy administration team maintains a list of all such issuers for which a conflict of interest actually exists.
If the proposal that gives rise to the potential conflict is specifically addressed by this Policy or the operating guidelines and procedures of the relevant regional investment centre, Invesco generally will vote the proxy in accordance therewith. Otherwise, based on a majority vote of its members, the Global IPAC (as described below) will vote the proxy.
Because this Policy and the operating guidelines and procedures of each regional investment centre are pre-determined and crafted to be in the best economic interest of clients, applying them to vote client proxies should, in most instances, adequately resolve any potential conflict of interest. As an additional safeguard, persons from Invescos marketing, distribution and other customer-facing functions may not serve on the Global IPAC. For the avoidance of doubt, Invesco may not consider Invesco Ltd.s pecuniary interest when voting proxies on behalf of clients.
Personal Conflicts of Interest
A conflict also may exist where an Invesco employee has a known personal relationship with other proponents of proxy proposals, participants in proxy contests, corporate directors or candidates for directorships.
All Invesco personnel with proxy voting responsibilities are required to report any known personal conflicts of interest regarding proxy issues with which they are involved. In such instances, the individual(s) with the conflict will be excluded from the decision-making process relating to such issues.
Other Conflicts of Interest
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 in client accounts from time to time. Shares of an Invesco-sponsored fund held by other Invesco funds will be voted in the same proportion as the votes of external shareholders of the underlying fund.
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Institutional investors should monitor their investee companies.
Guidance
Effective monitoring is an essential component of stewardship. It should take place regularly and be checked periodically for effectiveness.
When monitoring companies, institutional investors should seek to:
- | Keep abreast of the companys performance; |
- | Keep abreast of developments, both internal and external to the company, that drive the companys value and risks; |
- | Satisfy themselves that the companys leadership is effective; |
- | Satisfy themselves that the companys board and committees adhere to the spirit of the UK Corporate Governance Code, including through meetings with the chairman and other board members; |
- | Consider the quality of the companys reporting; and |
- | Attend the General Meetings of companies in which they have a major holding, where appropriate and practicable |
Institutional investors should consider carefully explanations given for departure from the UK Corporate Governance Code and make reasoned judgements in each case. They should give a timely explanation to the company, in writing where appropriate, and be prepared to enter a dialogue if they do not accept the companys position.
Institutional investors should endeavour to identify at an early stage issues that may result in a significant loss in investment value. If they have concerns, they should seek to ensure that the appropriate members of the investee companys board or management are made aware.
Institutional investors may or may not wish to be made insiders. An institutional investor who may be willing to become an insider should indicate in its stewardship statement the willingness to do so, and the mechanism by which this could be done.
Institutional investors will expect investee companies and their advisers to ensure that information that could affect their ability to deal in the shares of the company concerned is not conveyed to them without their prior agreement.
Invesco Perpetuals Investors approach:
Through IPs active 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 key engagement activities.
However, meeting company management is not the only method of corporate engagement.
- | Our investment teams regularly review company filings and publicly available information to gain a fuller understanding of the relevant company. |
- | We also attend public meetings that companies call in order to hear from company boards and to discuss topics with other company shareholders on an informal basis. |
- | Our investment teams also utilise research provided by market participants on the companies that we invest in. This allows us to understand what other participants in the capital markets think about those companies, and helps us develop a more rounded view. |
This approach, and these methods of gaining information allows us to review the performance of our investee companies on a regular basis, and ask questions and raise concerns promptly.
Invesco Perpetuals approach to the receipt of inside information
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.
IP does not preclude fund managers from knowingly receiving inside information, being taken over the wall or receiving market soundings.
For our investment process, we believe that it is important that our individual fund managers establish and maintain these relationships rather than have them intermediated by an independent panel or forum. IP further understands and accepts that through these relationships with corporate issuers and brokers, fund managers may at times directly receive inside information both advertently or inadvertently, or receive market soundings. The fund managers individually have a key fiduciary responsibility in assessing information received and managing it effectively. In accepting that fund managers may be exposed to receiving inside information and/or market soundings, it is therefore important that policies, procedures and controls are in place to ensure that when such information is received, it is managed effectively to prevent any behaviours or actions that could be considered in contradiction to laws and regulations in relation to Market Abuse.
In any scenario where inside information is received, the information needs to be controlled in a way that prevents its unnecessary dissemination and any related trading until that information becomes public and is effectively cleansed.
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Anyone in receipt of inside information should only disclose to colleagues where necessary or required through the normal course of business and on a need to know basis. Preventing wider dissemination of inside information reduces the risk of unlawful disclosure or others acting upon that information.
As soon as an individual has received inside information and been made an insider, Compliance will be notified together with the names of those known to also be in receipt of the information. Compliance will update the Invesco insider list and ensure trading systems are updated to prevent any further trading until the information becomes public. In making the decision that information provided should be deemed inside information and notified to Compliance, the individual will need to assess and confirm which issuers and companies are affected. Inside information provided specifically for one company could also be relevant for other linked companies, suppliers, subsidiaries, partners etc. An assessment should also be made of what securities/issues are affected by the insider information.
Individuals in receipt of inside information who subsequently use their judgement and determine that the information should be disseminated to other individuals on a need to know basis, must also notify Compliance of each additional individual notified of the inside information to add their name to the record of recipients.
When a security is added to the restricted list, trading restrictions will be updated within the order management system (OMS) and will consider regional variations in regulatory requirements. In most cases all open orders in a security added to the insider list, will subsequently be cancelled until the information is cleansed and made public. However, open orders in European securities that have already been placed in the market (in full or in part), cannot be amended after receiving inside information, until the point that inside information is made public. Such orders will continue in accordance with the parameters and instructions given when passing the order for execution.
Invesco operates group wide restrictions whenever a single person is in receipt of inside information. It is therefore equally important that whenever inside information is made public and cleansed, Compliance are notified promptly to remove the security from the insider list and related trading restrictions.
Institutional investors should establish clear guidelines on when and how they will escalate their activities as a method of protecting and enhancing shareholder value.
Guidance
Institutional investors should set out the circumstances in which they will actively intervene and regularly assess the outcomes of doing so. Intervention should be considered regardless of whether an active or passive investment policy is followed. In addition, being underweight is not, of itself, a reason for not intervening. Instances when institutional investors may want to intervene include, but are not limited to, when they have concerns about the companys strategy, performance, governance, remuneration or approach to risks, including those that may arise from social and environmental matters.
Initial discussions should take place on a confidential basis. However, if companies do not respond constructively when institutional investors intervene, then institutional investors should consider whether to escalate their action, for example, by:
- | Holding additional meetings with management specifically to discuss concerns; |
- | Expressing concerns through the companys advisers; |
- | Meeting with the chairman or other board members; |
- | Intervening jointly with other institutions on particular issues; |
- | Making a public statement in advance of General Meetings; |
- | Submitting resolutions and speaking at General Meetings; and |
- | Requisitioning a General Meeting, in some cases proposing to change board membership |
Invesco Perpetuals Investors approach:
IPs fund managers manage corporate governance matters independently with the companies that they engage with. We believe that it is a key part of the investment process to protect and add value on behalf of investors.
Initially any issues/concerns would be raised by its fund managers through IPs process of on-going dialogue and company meetings. We may then take a number of actions to escalate our concerns along the lines of a broad escalation hierarchy, via a number of different approaches including (but not limited too) as follows:
- | Meeting with non-executive members of company boards to discuss our concerns |
- | Attendance and active participation at company annual general meetings (AGMs) |
- | Writing of letters to company boards expressing our concerns and requiring action to be taken |
- | Votes against management through the use of proxy voting on company resolutions |
On occasions where a fund manager believes an issue is significant enough to be escalated, we will ensure the relevant internal resources are made available to support the fund manager in securing the most appropriate outcome for IPs clients.
Examples of issues that would prompt us to escalate our concerns may include:
- | Poor examples of corporate governance practice within companies for example where management structures are created that increase conflicts of interest, or leave management control in the hands of dominant shareholders. |
- | Concerns over remuneration policies at companies where those policies do not align with the ongoing positive growth of the company. This may include us exercising our proxy votes against the reappointment of chairs of the remuneration committees in order to express our concerns. |
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- | Where the strategic direction of companies that we invest in changes significantly, and does not match with the original investment rationale that attracted us to the company in the first place, and where we believe that the new strategy will no longer return the best value to shareholders, and ultimately to our clients. |
- | Where Board structure or individual composition at an investee companies does not meet our standards in terms of the qualifications and expertise required. |
We believe that our approach to escalation is consistent with the intent of the Code. However, because we approach each engagement individually we do not see this as a mechanistic process, and therefore our approach will vary based on the individual situations. Through regular and frank meetings with management, we try as much as possible to raise queries and issues before they become areas of concern that require more direct intervention such as votes against management or divestment of positions.
Due to the nature of our engagement activities we are unlikely to make public statements or propose shareholder resolutions.
Our preference is to engage privately as we believe it better serves the long-term interests of our clients to establish relationships, and a reputation with companies that enhances rather than hinders dialogue.
Institutional investors should be willing to act collectively with other investors where appropriate
Guidance
At times collaboration with other investors may be the most effective manner in which to engage.
Collective engagement may be most appropriate at times of significant corporate or wider economic stress, or when the risks posed threaten to destroy significant value.
Institutional investors should disclose their policy on collective engagement, which should indicate their readiness to work with other investors through formal and informal groups when this is necessary to achieve their objectives and ensure companies are aware of concerns. The disclosure should also indicate the kinds of circumstances in which the institutional investor would consider participating in collective engagement.
Invesco Perpetuals Investors approach:
IP is supportive of collective engagement in cases where objectives between parties are mutually agreeable and there are no conflicts of interest.
In taking collaborative action we are cognisant of legal and regulatory requirements, including on market abuse, insider dealing and concert party regulations.
The Investment Association (IA), the National Association of Pension Funds (NAPF), the Investor Forum, the UK Sustainable Investment and Finance Association (UKSIF) and the UN backed Principles for Responsible Investment (UN PRI) coordinate and support collective shareholder meetings which can be very effective as they are carried out in a neutral environment. Where we have an interest, we are regular participants in such meetings.
IP are also members of the Investor Forum UK, an organisation set up to create an effective model for collective engagement with UK companies.
All of our engagement activities are undertaken in the best interests of our clients.
Institutional investors should have a clear policy on voting and disclosure of voting activity
Guidance
Institutional investors should seek to on vote all shares held. They should not automatically support the board.
If they have been unable to reach a satisfactory outcome through active dialogue then they should register an abstention or vote against the resolution. In both instances, it is good practice to inform the company in advance of their intention and the reasons why.
Institutional investors should disclose publicly voting records.
Institutional investors should disclose the use made, if any, of proxy voting or other voting advisory services. They should describe the scope of such services, identify the providers and disclose the extent to which they follow, rely upon or use recommendations made by such services.
Institutional investors should disclose their approach to stock lending and recalling lent stock.
Invesco Perpetuals Investors approach:
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.
Invesco investment teams vote proxies on behalf of Invesco-sponsored funds and non-fund advisory clients that have explicitly granted Invesco authority in writing to vote proxies on their behalf.
The proxy voting process at Invesco, which is driven by investment professionals, focuses on maximizing long-term value for our clients, protecting clients rights and promoting governance structures and practices that reinforce the accountability of corporate management and boards of directors to shareholders. Invesco takes a nuanced approach to voting and, therefore, many matters to be voted upon are reviewed on a case by case basis.
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In terms of reporting our proxy voting records publicly, we already publish our UK Equity team proxy vote records on our website on an annual basis. Our intention is to report all of our investment teams proxy voting records through an easily accessible portal on our internet page. This will allow our clients to see votes that have been cast by our investment professionals on each of our UCITS funds managed by IAML, by company that we are shareholders of, and by resolution, and to easily search for the records that they are interested in. This is planned to be in place by the end of 2016. This data will be updated on an annual basis.
Global Proxy Voting Platform and Administration
Guided by its philosophy that investment teams should manage proxy voting, Invesco has created the Global Invesco Proxy Advisory Committee (Global IPAC). The Global IPAC is a global investments-driven committee which compromises representatives from various investment management teams and Invescos Head of Global Governance, Policy and Responsible Investment (Head of Global Governance). The Global IPAC provides a forum for investment teams to monitor, understand and discuss key proxy issues and voting trends within the Invesco complex. In the absence of a conflict of interest, the Global IPAC representatives, in consultation with the respective investment team, are responsible for voting proxies for the securities the team manages. In addition to the Global IPAC, for some clients, third parties (e.g., U.S. mutual fund boards) provide oversight of the proxy process.
The Global IPAC and Invescos proxy administration and governance team, compliance and legal teams regularly communicate and review this Policy and the operating guidelines and procedures of each regional investment centre to ensure that they remain consistent with clients best interests, regulatory requirements, governance trends and industry best practices.
Invesco maintains a proprietary global proxy administration platform, supported by the Head of Global Governance 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 managing conflicts of interest issuers. 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 that enable Invesco to satisfy client, regulatory and management requirements. Historical proxy voting information, including commentary by investment professionals regarding the votes they cast, where applicable, is stored to build institutional knowledge across the Invesco complex with respect to individual companies and proxy issues. Certain investment teams also use the platform to access third-party proxy research.
Non-Votes
In the vast majority of instances, Invesco is able to vote proxies successfully. However, in certain circumstances Invesco may refrain from voting where the economic or other opportunity costs of voting 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. For example:
- | Invesco may not receive proxy materials from the relevant fund or client custodian with sufficient time and information to make an informed independent voting decision. In such cases, Invesco may choose not to vote, to abstain from voting or to vote in accordance with proxy advisor recommendations |
- | If the security in question is on loan as part of a securities lending program, Invesco may determine that the benefit to the client of voting a particular proxy is outweighed by the revenue that would be lost by terminating the loan and recalling the securities |
- | In some countries the exercise of voting rights imposes temporary transfer restrictions on the related securities (share blocking). Invesco generally refrains from voting proxies in share-blocking countries unless Invesco determines that the benefit to the clients of voting a specific proxy outweighs the clients temporary inability to sell the security |
- | Some 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 |
IP uses Institutional Shareholder Services to process its voting decisions and the Association of British Insurers IVIS service for research for UK securities.
Approach to Stock Lending
IP does not enter into stock lending arrangements which might impact the voting process. We do not believe that our clients best interests are served by lending stocks out to third parties that may not have the same reasons for investing in those companies that we do. We do not believe giving up our voting ability by lending out stock is compatible with our beliefs in terms of corporate engagement.
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Institutional investors should report periodically on their stewardship and voting activities
Guidance
Institutional investors should maintain a clear record of their stewardship activities.
Asset managers should regularly account to their clients or beneficiaries as to how they have discharged their responsibilities. Such reports will be likely to comprise qualitative as well as quantitative information. The particular information reported and the format used, should be a matter for agreement between agents and their principals.
Asset owners should report at least annually to those to whom they are accountable on their stewardship policy and its execution.
Transparency is an important feature of effective stewardship. Institutional investors should not, however, be expected to make disclosures that might be counterproductive. Confidentiality in specific situations may well be crucial to achieving a positive outcome.
Asset managers that sign up to this Code should obtain an independent opinion on their engagement and voting processes having regard to an international standard or a UK framework such as AAF 01/062. The existence of such assurance reporting should be publicly disclosed. If requested, clients should be provided access to such assurance reports.
Invesco Perpetuals Investors approach:
In terms of reporting our proxy voting records publicly, we already publish our UK Equity team proxy vote records on our website on an annual basis. Our intention is to report all of our investment teams proxy voting records through an easily accessible portal on our internet page. This will allow our clients to see votes that have been cast by our investment professionals on each of our UCITS funds managed by IAML, by company that we are shareholders of, and by resolution, and to easily search for the records that they are interested in. This is planned to be in place by the end of 2016. This data will be updated on an annual basis.
The processes relating to our corporate governance activities are subject to audit by our internal audit function. This function is independent from the front office, and the rest of the business, and provides an independent assessment of business practises directly to Board level.
We believe that this level of scrutiny and oversight provides our clients with the assurance that our policies and practises meet and exceed current industry standards.
We will continually assess this approach.
Further information/useful links (also available via our website):
https://www.invesco.com/corporate/about-us/ proxy-voting
Key contact details for matters concerning stewardship:
Bonnie Saynay
Global Head of Proxy Governance and Responsible Investment
Tel: +1 (713) 214-4774
Email: Bonnie.Saynay@invesco.com
Stuart Howard
Head of Investment Management Operations
Tel: +44 1491 417175
Email: Stuart_Howard@invescoperpetual.co.uk
Dan Baker
Operations Manager
Tel: +44 1491 416514
Email: Dan_Baker@invescoperpetual.co.uk
Charles Henderson
UK Equities Business Manager
Tel: +44 1491 417672
Email: Charles_Henderson@invescoperpetual.co.uk
Telephone calls may be recorded.
12 |
Important information
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 Conduct Authority.
Invesco Asset Management Limited
Registered in England 949417
Registered office Perpetual Park, Perpetual Park Drive, Henley-on-Thames,
Oxfordshire, RG9 1HH, UK.
61186/PDF/231116
Proxy Guidelines
for
Invesco Canada, Ltd.
INVESCO CANADA
PROXY VOTING GUIDELINES
Purpose
The purpose of this document is to describe Invesco Canada Ltd.s (Invesco Canada) general guidelines for voting proxies received from companies held in the accounts (Accounts) for which it acts as investment fund manager and/or adviser including:
|
Investment fund manager, including investment funds offered in Canada (the Canadian Funds), |
|
Adviser, including separately managed portfolios (SMPs), |
|
Sub-adviser, including investment funds registered under and governed by the US Investment Company Act of 1940, as amended (the US Funds). |
The Accounts referred to above, exclude Accounts that are sub-advised (Sub-Advised Accounts) by affiliated or third party advisers (Sub-Advisers). Proxies for Sub-Advised Accounts will be voted in accordance with the Sub-Advisers proxy voting policy (which may contain different voting recommendations), provided the policy as a whole is designed with the intention of voting securities in the best interest of the Account; unless the sub-advisory agreement provides otherwise.
Voting rights will not be exercised in accordance with this policy or the Sub-Advisers proxy policy if the investment management agreement between the client and Invesco Canada governing the SMP provides otherwise.
Compliance will review the proxy voting policies and procedures of any new sub-advisors as part of its due diligence.
Introduction
lnvesco Canada has a fiduciary obligation to act in the best long-term economic interest of the Accounts when voting proxies of portfolio companies.
The default is to vote with the recommendation of the companys management.
As a general rule, portfolio managers shall vote against any actions that would:
|
Reduce the rights or options of shareholders, |
|
Reduce shareholder influence over the board of directors and management, |
As of January, 2017 | Page 1 of 11 |
|
Reduce the alignment of interests between company management and the shareholders; or |
|
Reduce the value of shareholders investments. |
Since Invesco Canadas portfolio managers follow an investment discipline that includes investing in companies that are believed to have strong management teams, the portfolio managers will generally support the management of companies in which they invest, and will accord proper weight to the recommendations of company management. Therefore, in most circumstances, votes will be cast in accordance with the recommendations of company management.
While Invesco Canadas proxy voting guidelines are stated below, the portfolio managers will take into consideration all relevant facts and circumstances (including country specific considerations), and retain the right to vote proxies as deemed appropriate.
These guidelines may be amended from time to time.
Voting rights may not be exercised in situations where:
|
The securities have been sold subsequent to record date; |
|
Administrative issues prevent voting, or; |
|
Invesco Canada is sub-advising for an unaffiliated third-party and either: (a) the sub-advisory agreement with the unaffiliated third-party does not permit Invesco Canada to vote the securities; or (b) the securities to be voted have been lent out by the unaffiliated third-party. |
Conflicts of Interest
When voting proxies, Invesco Canadas portfolio managers assess whether there are material conflicts of interest between lnvesco Canadas interests and those of the Account. A potential conflict of interest situation may include where Invesco Canada or an affiliate manages assets for, provides other financial services to, or otherwise has a material business relationship with, a company whose management is soliciting proxies, and failure to vote in favour of management of the company may harm Invesco Canadas relationship with the company. In all situations, the portfolio managers will not take Invesco Canadas relationship with the company into account, and will vote the proxies in the best interest of the Account. To the extent that a portfolio manager has any personal conflict of interest with respect to a company or an issue presented, that portfolio manager should abstain from voting on that company or issue. Portfolio managers are required to report in writing to the relevant Investment Head or ClO any such conflicts of interest and/or attempts by outside parties to improperly influence the voting process. If the portfolio manager in question is the ClO, such conflicts of interest
As of January, 2017 | Page 2 of 11 |
and/or attempts by outside parties to improperly influence the voting process shall be presented in writing to the Chief Compliance Officer. The Global Investments Director (or designate) will report any conflicts of interest to the Independent Review Committee on an annual basis.
I. | BOARDS OF DIRECTORS |
We believe that a board that has at least a majority of independent directors is integral to good corporate governance. Unless there are restrictions specific to a companys home jurisdiction, key board committees, including audit and compensation committees, should be completely independent.
Voting on Director Nominees in Uncontested Elections
Votes in an uncontested election of directors are evaluated on a case-by-case basis, considering factors that may include:
|
Long-term financial company performance relative to a market index, |
|
Composition of the board and key board committees, |
|
Nominees attendance at board meetings, |
|
Nominees time commitments as a result of serving on other company boards, |
|
Nominees stock ownership position in the company, |
|
Whether the chairman is also serving as CEO, and |
|
Whether a retired CEO sits on the board. |
Voting on Director Nominees in Contested Elections
Votes in a contested election of directors are evaluated on a case-by-case basis, considering factors that may include:
|
Long-term financial performance of the company relative to its industry, |
|
Managements track record, |
|
Background to the proxy contest, |
|
Qualifications of director nominees (both slates), |
As of January, 2017 | Page 3 of 11 |
|
Evaluation of what each side is offering shareholders as well as the likelihood that the proposed objectives and goals can he met, and |
|
Stock ownership positions in the company. |
Majority Threshold Voting for Director Elections
We will generally vote for proposals that require directors to be elected with an affirmative majority of votes cast unless the relevant portfolio manager believes that the company has adopted formal corporate governance principles that present a meaningful alternative to the majority voting standard.
Separating Chairman and CEO
Shareholder proposals to separate the chairman and CEO positions should be evaluated on a case-by-case basis.
While we generally support these proposals, some companies have governance structures in place that can satisfactorily counterbalance a combined position. Voting decisions will take into account factors such as:
|
Designated lead director, appointed from the ranks of the independent board members with clearly delineated duties; |
|
Majority of independent directors; |
|
All-independent key committees; |
|
Committee chairpersons nominated by the independent directors; |
|
CEO performance is reviewed annually by a committee of independent directors; and |
|
Established governance guidelines. |
Majority of Independent Directors
While we generally support proposals asking that a majority of directors be independent, each proposal should be evaluated on a case-by-case basis.
We generally vote for proposals that the boards audit, compensation, and/or nominating committees be composed exclusively of independent directors.
Stock Ownership Requirements
As of January, 2017 | Page 4 of 11 |
We believe that individual directors should be appropriately compensated and motivated to act in the best interests of shareholders. Share ownership by directors better aligns their interests with those of other shareholders. Therefore, we believe that meaningful share ownership by directors is in the best interest of the company.
We generally vote for proposals that require a certain percentage of a directors compensation to be in the form of common stock.
Size of Boards of Directors
We believe that the number of directors is important to ensuring the boards effectiveness in maximizing long-term shareholder value. The board must be large enough to allow it to adequately discharge its responsibilities, without being so large that it becomes cumbersome.
While we will prefer a board of no fewer than 5 and no more than 16 members, each situation will be considered on a case-by-case basis taking into consideration the specific company circumstances.
Classified or Staggered Boards
In a classified or staggered board, directors are typically elected in two or more classes, serving terms greater than one year.
We prefer the annual election of all directors and will generally not support proposals that provide for staggered terms for board members. We recognize that there may be jurisdictions where staggered terms for board members is common practice and, in such situations, we will review the proposals on a case-by-case basis.
Director Indemnification and Liability Protection
We recognize that many individuals may be reluctant to serve as corporate directors if they are personally liable for all lawsuits and legal costs. As a result, limitations on directors liability can benefit the corporation and its shareholders by helping to attract and retain qualified directors while providing recourse to shareholders on areas of misconduct by directors.
We generally vote for proposals that limit directors liability and provide indemnification as long as the arrangements are limited to the director acting honestly and in good faith with a view to the best interests of the company and, in criminal matters, are limited to the director having reasonable grounds for believing the conduct was lawful.
As of January, 2017 | Page 5 of 11 |
II. | AUDITORS |
A strong audit process is a requirement for good corporate governance. A significant aspect of the audit process is a strong relationship with a knowledgeable and independent set of auditors.
Ratification of Auditors
We believe a company should limit its relationship with its auditors to the audit engagement, and certain closely related activities that do not, in the aggregate, raise an appearance of impaired independence.
We generally vote for the reappointment of the companys auditors unless:
|
It is not clear that the auditors will be able to fulfill their function; |
|
There is reason to believe the auditors have rendered an opinion that is neither accurate nor indicative of the companys financial position; or |
|
The auditors have a significant professional or personal relationship with the issuer that compromises their independence. |
Disclosure of Audit vs. Non-Audit Fees
Understanding the fees earned by the auditors is important for assessing auditor independence. Our support for the re-appointment of the auditors will take into consideration whether the management information circular contains adequate disclosure about the amount and nature of audit vs. non-audit fees.
There may be certain jurisdictions that do not currently require disclosure of audit vs. non-audit fees. In these circumstances, we will generally support proposals that call for this disclosure.
III. | COMPENSATION PROGRAMS |
Appropriately designed equity-based compensation plans, approved by shareholders, can be an effective way to align the interests of long-term shareholders and the interests of management, employees and directors. Plans should not substantially dilute shareholders ownership interests in the company, provide participants with excessive awards or have objectionable structural features. We will consider each compensation plan in its entirety (including all incentives, awards and other compensation) to determine if the plan provides the right incentives to managers, employees and directors and is reasonable on the whole.
While we generally encourage companies to provide more transparent disclosure related to their compensation programs, the following are specific guidelines dealing with some
As of January, 2017 | Page 6 of 11 |
of the more common features of these programs (features not specifically itemized below will be considered on a case-by-case basis taking into consideration the general principles described above):
Cash Compensation and Severance Packages
We will generally support the boards discretion to determine and grant appropriate cash compensation and severance packages.
Executive Compensation (say on pay)
Proposals requesting that companies subject each years compensation record to a non binding advisory shareholder vote, or so-called say on pay proposals will be evaluated on a case-by-case basis.
Equity Based Plans Dilution
Equity compensation plans can increase the number of shares of a company and therefore dilute the value of existing shares. While such plans can be an effective compensation tool in moderation, they can be a concern to shareholders and their cost needs to be closely watched. We assess proposed equity compensation plans on a case-by-case basis.
Employee Stock Purchase Plans
We will generally vote for the use of employee stock purchase plans to increase company stock ownership by employees, provided that shares purchased under the plan are acquired for no less than 85% of their market value. It is recognized that country specific circumstances may exist (e.g. tax issues) that require proposals to be reviewed on a case-by-case basis.
Loans to Employees
We will vote against the corporation making loans to employees to allow employees to pay for stock or stock options. It is recognized that country specific circumstances may exist that require proposals to be reviewed on a case-by-case basis.
Stock Option Plans Board Discretion
We will vote against stock option plans that give the board broad discretion in setting the terms and conditions of the programs. Such programs should be submitted with detail and be reasonable in the circumstances regarding their cost, scope, frequency and schedule for exercising the options.
As of January, 2017 | Page 7 of 11 |
Stock Option Plans Inappropriate Features
We will generally vote against plans that have any of the following structural features:
|
ability to re-price underwater options without shareholder approval, |
|
ability to issue options with an exercise price below the stocks current market price, |
|
ability to issue reload options, or |
|
automatic share replenishment (evergreen) features. |
Stock Option Plans Director Eligibility
While we prefer stock ownership by directors, we will support stock option plans for directors as long as the terms and conditions of director options are clearly defined
Stock Option Plans Repricing
We will vote for proposals to re-price options if there is a value-for-value (rather than a share-for-share) exchange.
Stock Option Plans Vesting
We will vote against stock option plans that are 100% vested when granted.
Stock Option Plans Authorized Allocations
We will generally vote against stock option plans that authorize allocation of 25% or more of the available options to any one individual.
Stock Option Plans Change in Control Provisions
We will vote against stock option plans with change in control provisions that allow option holders to receive more for their options than shareholders would receive for their shares.
IV. | CORPORATE MATTERS |
We will review proposals relating to changes to capital structure and restructuring on a case-by-case basis, taking into consideration the impact of the changes on corporate governance and shareholder rights, anticipated financial and operating benefits, portfolio manager views, level of dilution, and a companys industry and performance in terms of shareholder returns.
As of January, 2017 | Page 8 of 11 |
Common Stock Authorization
We will review proposals to increase the number of shares of common stock authorized for issue on a case-by-case basis.
Dual Class Share Structures
Dual class share structures involve a second class of common stock with either superior or inferior voting rights to those of another class of stock.
We will generally vote against proposals to create or extend dual class share structures where classes have different voting rights.
Stock Splits
We will vote for proposals to increase common share authorization for a stock split, provided that the increase in authorized shares would not result in excessive dilution given a companys industry and performance in terms of shareholder returns.
Reverse Stock Splits
We will vote for proposals to implement a reverse stock split.
Share Repurchase Programs
We will vote against proposals to institute open-market share repurchase plans if all shareholders do not participate on an equal basis.
Reincorporation
Reincorporation involves re-establishing the company in a different legal jurisdiction.
We will generally vote for proposals to reincorporate the company provided that the board and management have demonstrated sound financial or business reasons for the move. Proposals to reincorporate will generally not be supported if solely as part of an anti-takeover defense or as a way to limit directors liability.
Mergers & Acquisitions
We will vote for merger & acquisition proposals that the relevant portfolio managers believe, based on their review of the materials:
|
will result in financial and operating benefits, |
|
have a fair offer price, |
As of January, 2017 | Page 9 of 11 |
|
have favourable prospects for the combined companies, and |
|
will not have a negative impact on corporate governance or shareholder rights. |
V. | SOCIAL RESPONSIBILITY |
We recognize that to effectively manage a corporation, directors and management must consider not only the interests of shareholders, but the interests of employees, customers, suppliers, and creditors, among others.
We believe that companies and their boards must give careful consideration to social responsibility issues in order to enhance long-term shareholder value.
We support efforts by companies to develop policies and practices that consider social responsibility issues related to their businesses.
VI. | SHAREHOLDER PROPOSALS |
Shareholder proposals can be extremely complex, and the impact on the interests of all stakeholders can rarely be anticipated with a high degree of confidence. As a result, shareholder proposals will be reviewed on a case-by-case basis with consideration of factors such as:
|
the proposals impact on the companys short-term and long-term share value, |
|
its effect on the companys reputation, |
|
the economic effect of the proposal, |
|
industry and regional norms in which the company operates, |
|
the companys overall corporate governance provisions, and |
|
the reasonableness of the request. |
We will generally support shareholder proposals that require additional disclosure regarding corporate responsibility issues where the relevant portfolio manager believes:
|
the company has failed to adequately address these issues with shareholders, |
|
there is information to suggest that a company follows procedures that are not in compliance with applicable regulations, or |
As of January, 2017 | Page 10 of 11 |
|
the company fails to provide a level of disclosure that is comparable to industry peers or generally accepted standards. |
We will generally not support shareholder proposals that place arbitrary or artificial constraints on the board, management or the company.
Ordinary Business Practices
We will generally support the boards discretion regarding shareholder proposals that involve ordinary business practices.
Protection of Shareholder Rights
We will generally vote for shareholder proposals that are designed to protect shareholder rights if the companys corporate governance standards indicate that such additional protections are warranted.
Barriers to Shareholder Action
We will generally vote for proposals to lower barriers to shareholder action.
Shareholder Rights Plans
We will generally vote for proposals to subject shareholder rights plans to a shareholder vote.
VII. | OTHER |
We will vote against or abstain on proposals that may authorize the company to conduct any other business that is not described in the proxy statement or where the proxy materials lack sufficient information upon which to base an informed decision.
Reimbursement of Proxy Solicitation Expenses
Decisions to provide reimbursement for dissidents waging a proxy contest are made on a case-by-case basis.
As of January, 2017 | Page 11 of 11 |
Proxy Guidelines
for
Invesco Asset Management (Japan) Limited
Invesco Asset Management (Japan) Limited
Outlines of Proxy Voting Guidelines
March 31, 2016
1. | Purpose and Policy of Proxy Voting |
We vote proxies for the purpose of seeking to maximize the long-term interests of our clients (investors) and beneficiaries, with an awareness of the importance of corporate governance, based on fiduciary duties to our clients (investors) and beneficiaries. We do not vote proxies for the interests of ourselves and any third party other than clients (investors) and beneficiaries. The interests of clients (investors) and beneficiaries mean growth in corporate value or economic interests of shareholders or protection against their impairment. Proxy voting is an integral part of our stewardship activities and we make voting decisions from the perspective of contributing to enhanced corporate value and sustainable growth.
2. | Proxy Voting System |
In order to vote proxies adequately we have established the Corporate Governance Committee, which provides guidelines and criteria for proxy voting decisions, and supervises the decision making process concerning our independent proxy voting. While we may seek advice from an external expert based on our guidelines, our investment professionals make voting decisions in principle, based on our proxy voting guidelines, taking into account whether or not they contribute to greater shareholder value of the company in question.
3. | Summary of Criteria for Proxy Voting Decisions |
Key areas of criteria for proxy voting decisions are as follows:
|
Profit distribution and Dividends |
|
We make decisions, taking into account the companys financial conditions, management performance and shareholder returns, etc. |
|
Upon taking into account of balance sheet status, including capital adequacy level, and business strategies, etc., if the total payout ratio including dividends and share buybacks is significantly low, we consider voting against proposals on profit distribution. |
|
Election of Directors |
|
We make decisions, taking into account independence and competence of director nominees and the companys management performance, etc. |
|
We vote against the election of an outside director who is deemed to have a conflict of interest in the company. |
|
We generally vote against the election of a top executive, unless there are at least two outside directors. |
|
We consider voting against the election of a top executive, if business strategies that enable corporate value enhancement and sustainable growth are not demonstrated and constructive dialogues are not engaged in terms of capital efficiency including ROE. |
|
Election of Statutory Auditors |
|
We make decisions, taking into account independence and competence of statutory auditor nominees, etc. |
|
In terms of independence, we generally vote against the election of statutory auditors, unless figures that can provide the basis for making judgment on existence of an interest in the company are disclosed. |
|
Executive Compensation and Bonuses |
|
In terms of executive compensation, it is desirable that measures to secure transparency are taken, a formula that can justify the calculation of compensation is disclosed and performance-based compensation structure is put in place. |
|
We consider to vote against proposals seeking approval for compensation, in the cases where there exists a problematic compensation system or the total amount of compensation is not disclosed. |
|
We consider voting against the election of a top executive, if there is no proposal seeking approval for compensation and there exists an inappropriate compensation system. |
|
We vote for proposals that require disclosure of compensation of individual directors. |
|
We generally vote against bonuses for outside directors and outside statutory auditors. We also generally vote against proposals to grant stock options to outside directors and outside auditors and any third parties other than employees. |
|
Cross-shareholdings |
|
If the company holds shares for relationship purpose, the company is required to explain about medium- to long-term business and financial strategies including capital cost allocation and to disclose criteria for proxy voting decisions and voting results, etc. If reasonable views are not indicated and constructive dialogues are not engaged, we consider to vote against the election of a top executive. |
|
Capital Policy |
|
We make decisions on an increase in authorized shares, taking into account the impact on shareholder value and shareholder rights, rationale of the proposal and the impact on share listing and corporate sustainability. |
|
Takeover Defense |
|
We generally vote against establishment, amendment and update of takeover defense measures that are judged to decrease shareholder value or hinder shareholder rights. We generally vote against the election of a top executive, if there exist takeover defense measures that are not part of proposals at the shareholders meeting but are judged to decrease shareholder value or hinder shareholder rights. |
|
ESG |
|
We support the United Nations Principles for Responsible Investment and acknowledge the importance of companies ESG issues among investment decision making process. Thus, we consider to vote against the election of a top executive and responsible directors, if any event occurs that is likely to significantly impair corporate value. |
|
Conflict of Interest |
|
We abstain from voting proxies of companies that pose conflicts of interest. |
|
Shareholder Proposals |
|
We make decisions on shareholder proposals along with company proposals in accordance with the guidelines in principle, taking into account the impact on shareholder value, etc. |
|
As there exist several areas relating to criteria for voting decisions other than the above, we also make decisions from the perspective of whether or not they contribute to enhanced shareholder returns and corporate value. |
Proxy Guidelines
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.
APPENDIX F
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES
As of the date of this SAI, Class T shares of the Funds offered in this SAI have not yet commenced operations; therefore, there are no outstanding Class T shares.
Management Ownership
As of May 19, 2017, the trustees and officers as a group owned less than 1% of the outstanding shares of each class of each Fund.
F-1
APPENDIX G
MANAGEMENT FEES
For the last three fiscal years ended October 31, the management fees payable by each Fund, the amounts waived by the Adviser and the net fees paid by each Fund were as follows:
2016 | 2015 | 2014 | ||||||||||||||||||||||||||||||||||
Fund Name |
Management
Fee Payable |
Management
Fee Waivers |
Net
Management Fee Paid |
Management
Fee Payable |
Management
Fee Waivers |
Net
Management Fee Paid |
Management
Fee Payable |
Management
Fee Waivers |
Net
Management Fee Paid |
|||||||||||||||||||||||||||
Invesco Charter Fund |
$ | 25,691,498 | $ | (486,796 | ) | $ | 25,204,702 | $ | 32,830,779 | ($ | 800,509 | ) | $ | 32,030,270 | $ | 37,185,960 | ($ | 1,258,265 | ) | $ | 35,927,695 | |||||||||||||||
Invesco Diversified Dividend Fund |
58,866,761 | (2,846,947 | ) | 56,019,814 | 45,702,036 | (1,450,805 | ) | 44,251,231 | 40,556,637 | (1,279,826 | ) | 39,276,811 | ||||||||||||||||||||||||
Invesco Summit Fund |
11,274,613 | (31,488 | ) | 11,243,125 | 12,024,696 | (17,422 | ) | 12,007,274 | 11,748,249 | (12,436 | ) | 11,735,813 |
G-1
APPENDIX H
PORTFOLIO MANAGERS
Portfolio Manager Fund Holdings and Information on Other Managed Accounts
Invescos portfolio managers develop investment models which are used in connection with the management of certain Invesco Funds as well as other mutual funds for which Invesco or an affiliate acts as sub-adviser, other pooled investment vehicles that are not registered mutual funds, and other accounts managed for organizations and individuals. The Investments chart reflects the portfolio managers investments in the Funds that they manage. Accounts are grouped into three categories: (i) investments in the Funds shares beneficially owned by a portfolio manager, as determined in accordance with Rule 16a-1(a) (2) under the Securities Exchange Act of 1934, as amended (beneficial ownership includes ownership by a portfolio managers immediate family members sharing the same household); (ii) investments made either directly or through a deferred compensation or similar plan in Invesco pooled investment vehicles with the same or similar objectives and strategies as the Fund; and (iii) total investments made in any Invesco Fund or Invesco pooled investment vehicle. The Assets Managed chart reflects information regarding accounts other than the Funds for which each portfolio manager has day-to-day management responsibilities. Accounts are grouped into three categories: (i) other registered investment companies; (ii) other pooled investment vehicles; and (iii) other accounts. To the extent that any of these accounts pay advisory fees that are based on account performance (performance-based fees), information on those accounts is specifically noted. In addition, any assets denominated in foreign currencies have been converted into U.S. dollars using the exchange rates as of the applicable date.
Investments
The following information is as of October 31, 2016 (unless otherwise noted):
Portfolio Manager |
Dollar Range
of Investments in the Fund |
Dollar Range of
Investments in Invesco Pooled Investment Vehicles with the Same or Similar Objectives and Strategies as the Fund |
Dollar Range of
Investments in All Invesco Funds and Invesco Pooled Investment Vehicles |
|||
Invesco Charter Fund |
||||||
Brian Nelson |
$100,001 - $500,000 | N/A | Over $1,000,000 | |||
Ronald Sloan |
Over $1,000,000 | N/A | Over $1,000,000 | |||
Invesco Diversified Dividend Fund |
||||||
Robert Botard |
$100,001 - $500,000 | None | $500,001 - $1,000,000 | |||
Kristina Bradshaw |
$100,001 - $500,000 | $500,001 - $1,000,000 | $500,001 - $1,000,000 | |||
Chris McMeans |
$100,001 - $500,000 | None | $100,001 - $500,000 | |||
Meggan Walsh |
Over $1,000,000 | None | Over $1,000,000 | |||
Invesco Summit Fund |
||||||
Ido Cohen |
$100,001 - $500,000 | N/A | $500,001 - $1,000,000 | |||
Erik Voss |
$100,001 - $500,000 | N/A | Over $1,000,000 |
H-1
Assets Managed
The following information is as of October 31, 2016 (unless otherwise noted):
Portfolio Manager |
Other Registered
Investment Companies Managed |
Other Pooled
Investment Vehicles Managed |
Other Accounts
Managed |
|||||||||||||||||||||
Number
of Accounts |
Assets
(in millions) |
Number
of Accounts |
Assets
(in millions) |
Number
of Accounts |
Assets
(in millions) |
|||||||||||||||||||
Invesco Charter Fund |
|
|||||||||||||||||||||||
Brian Nelson |
6 | $ | 3,767.2 | None | None | 544 | 1 | $ | 156.7 | 1 | ||||||||||||||
Ronald Sloan |
3 | $ | 2,728.7 | None | None | 544 | 1 | $ | 156.7 | 1 | ||||||||||||||
Invesco Diversified Dividend Fund |
|
|||||||||||||||||||||||
Robert Botard |
2 | $ | 2,844.3 | 1 | $ | 65.1 | 5,051 | 1 | $ | 310.0 | 1 | |||||||||||||
Kristina Bradshaw |
None | None | 1 | $ | 65.1 | 5,051 | 1 | $ | 310.0 | 1 | ||||||||||||||
Christopher McMeans |
None | None | 1 | $ | 65.1 | 5,051 | 1 | $ | 310.0 | 1 | ||||||||||||||
Meggan Walsh |
2 | $ | 2,844.3 | 2 | $ | 80.6 | 5,051 | 1 | $ | 310.0 | 1 | |||||||||||||
Invesco Summit Fund |
|
|||||||||||||||||||||||
Ido Cohen |
2 | $ | 9,528.7 | 1 | $ | 274.8 | None | None | ||||||||||||||||
Erik Voss |
5 | $ | 10,390.0 | 1 | $ | 121.1 | None | None |
Potential Conflicts of Interest
Actual or apparent conflicts of interest may arise when a portfolio manager has day-to-day management responsibilities with respect to more than one Fund or other account. More specifically, portfolio managers who manage multiple Funds and/or other accounts may be presented with one or more of the following potential conflicts:
| The management of multiple Funds and/or other accounts may result in a portfolio manager devoting unequal time and attention to the management of each Fund and/or other account. The Adviser and each Sub-Adviser seek to manage such competing interests for the time and attention of portfolio managers by having portfolio managers focus on a particular investment discipline. Most other accounts managed by a portfolio manager are managed using the same investment models that are used in connection with the management of the Funds. |
| If a portfolio manager identifies a limited investment opportunity which may be suitable for more than one Fund or other account, a Fund may not be able to take full advantage of that opportunity due to an allocation of filled purchase or sale orders across all eligible Funds and other accounts. To deal with these situations, the Adviser, each Sub-Adviser and the Funds have adopted procedures for allocating portfolio transactions across multiple accounts. |
| The Adviser and each Sub-Adviser determine which broker to use to execute each order for securities transactions for the Funds, consistent with its duty to seek best execution of the transaction. However, for certain other accounts (such as mutual funds for which Invesco or an affiliate acts as sub-adviser, other pooled investment vehicles that are not registered mutual funds, |
1 | These are accounts of individual investors for which Invesco provides investment advice. Invesco offers separately managed accounts that are managed according to the investment models developed by its portfolio managers and used in connection with the management of certain Invesco Funds. These accounts may be invested in accordance with one or more of those investment models and investments held in those accounts are traded in accordance with the applicable models. |
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and other accounts managed for organizations and individuals), the Adviser and each Sub-Adviser may be limited by the client with respect to the selection of brokers or may be instructed to direct trades through a particular broker. In these cases, trades for a Fund in a particular security may be placed separately from, rather than aggregated with, such other accounts. Having separate transactions with respect to a security may temporarily affect the market price of the security or the execution of the transaction, or both, to the possible detriment of the Fund or other account(s) involved. |
| Finally, the appearance of a conflict of interest may arise where the Adviser or Sub-Adviser has an incentive, such as a performance-based management fee, which relates to the management of one Fund or account but not all Funds and accounts for which a portfolio manager has day-to-day management responsibilities. |
The Adviser, each Sub-Adviser, and the Funds have adopted certain compliance procedures which are designed to address these types of conflicts. However, there is no guarantee that such procedures will detect each and every situation in which a conflict arises.
Description of Compensation Structure
For the Adviser and each affiliated Sub-Adviser
The Adviser and each Sub-Adviser seek to maintain a compensation program that is competitively positioned to attract and retain high-caliber investment professionals. Portfolio managers receive a base salary, an incentive bonus opportunity and an equity compensation opportunity. Portfolio manager compensation is reviewed and may be modified each year as appropriate to reflect changes in the market, as well as to adjust the factors used to determine bonuses to promote competitive Fund performance. The Adviser and each Sub-Adviser evaluate competitive market compensation by reviewing compensation survey results conducted by an independent third party of investment industry compensation. Each portfolio managers compensation consists of the following three elements:
Base Salary. Each portfolio manager is paid a base salary. In setting the base salary, the Adviser and each Sub-Advisers intention is to be competitive in light of the particular portfolio managers experience and responsibilities.
Annual Bonus. The portfolio managers are eligible, along with other employees of the Adviser and each Sub-Adviser, to participate in a discretionary year-end bonus pool. The Compensation Committee of Invesco Ltd. reviews and approves the amount of the bonus pool available considering investment performance and financial results in its review. In addition, while having no direct impact on individual bonuses, assets under management are considered when determining the starting bonus funding levels. Each portfolio manager is eligible to receive an annual cash bonus which is based on quantitative (i.e. investment performance) and non-quantitative factors (which may include, but are not limited to, individual performance, risk management and teamwork).
Each portfolio managers compensation is linked to the pre-tax investment performance of the Funds/accounts managed by the portfolio manager as described in Table 1 below.
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Table 1
Sub-Adviser |
Performance time period 2 |
|
Invesco 3 Invesco Deutschland Invesco Hong Kong 3 Invesco Asset Management |
One-, Three- and Five-year performance against Fund peer group | |
Invesco- U.S. Real Estate Division 3, 4 Invesco Senior Secured 3, 5 Invesco PowerShares 3, 6 |
Not applicable | |
Invesco Canada 3 |
One-year performance against Fund peer group
Three- and Five-year performance against entire universe of Canadian funds |
|
Invesco Japan 7 | One-, Three- and Five-year performance |
High investment performance (against applicable peer group and/or benchmarks) would deliver compensation generally associated with top pay in the industry (determined by reference to the third-party provided compensation survey information) and poor investment performance (versus applicable peer group) would result in low bonus compared to the applicable peer group or no bonus at all. These decisions are reviewed and approved collectively by senior leadership which has responsibility for executing the compensation approach across the organization.
With respect to Invesco PowerShares, there is no policy regarding, or agreement with, the Portfolio Managers or any other senior executive of the Adviser to receive bonuses or any other compensation in connection with the performance of any of the accounts managed by the Portfolio Managers.
Deferred / Long Term Compensation. Portfolio managers may be granted an annual deferral award that allows them to select receipt of shares of certain Invesco Funds with a four year pro-rata vesting period as well as common shares and/or restricted shares of Invesco Ltd. stock from pools determined from time to time by the Compensation Committee of Invesco Ltd.s Board of Directors. The vesting period aligns the interests of the Portfolio Managers with the long-term interests of clients and shareholders, and creates an incentive to retain key talent.
Portfolio managers also participate in benefit plans and programs available generally to all employees.
2 | Rolling time periods based on calendar year-end. |
3 | Portfolio Managers may be granted an annual deferral award that vests on a pro-rata basis over a four year period and final payments are based on the performance of eligible Funds selected by the portfolio manager at the time the award is granted. |
4 | Portfolio Managers for Invesco Global Infrastructure Fund, Invesco Global Real Estate Fund, Invesco MLP Fund, Invesco Real Estate Fund, Invesco Global Real Estate Income Fund and Invesco V.I. Global Real Estate Fund base their bonus on net operating profits of the U.S. Real Estate Division of Invesco. |
5 | Invesco Senior Secureds bonus is based on annual measures of equity return and standard tests of collateralization performance. |
6 | Portfolio Managers for Invesco PowerShares base their bonus on Invesco results as well as overall performance of Invesco PowerShares. |
7 | Portfolio Managers for Invesco Pacific Growth Funds compensation is based on the one-, three- and five-year performance against the appropriate Micropol benchmark. |
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APPENDIX I
ADMINISTRATIVE SERVICES FEES
The Funds paid the Adviser the following amounts for administrative services for the last three fiscal years ended October 31:
Fund Name | 2016 | 2015 | 2014 | |||||||||
Invesco Charter Fund |
$ | 609,349 | $ | 646,557 | $ | 669,479 | ||||||
Invesco Diversified Dividend Fund |
929,358 | 816,517 | 772,414 | |||||||||
Invesco Summit Fund |
410,092 | 425,694 | 419,944 |
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APPENDIX J
BROKERAGE COMMISSIONS
AND COMMISSIONS ON AFFILIATED TRANSACTIONS
Set forth below are brokerage commissions 1 paid by each of the Funds listed below during the last three fiscal years or periods ended October 31. Unless otherwise indicated, the amount of brokerage commissions paid by a Fund may change from year to year because of, among other things, changing asset levels, shareholder activity, and/or portfolio turnover.
Total $ Amount of Brokerage Commissions Paid |
Total $ Amount of Brokerage Commissions Paid to Affiliated Brokers |
% of Total
Brokerage
|
% of Total
Transaction
Through
|
|||||||||||||||||||||||||||||
Fund |
2016 | 2015 | 2014 | 2016 | 2015 | 2014 | 2016 | 2016 | ||||||||||||||||||||||||
Invesco Charter Fund |
$ | 2,419,526 | $ | 3,675,564 | $ | 2,960,429 | $ | 3,871 | $ | 1,274 | $ | 6,172 | 0.16 | % | 0.80 | % | ||||||||||||||||
Invesco Diversified Dividend Fund |
2,849,849 | 1,674,654 | 1,424,942 | 1,154 | 5,993 | 7,162 | 0.04 | % | 0.03 | % | ||||||||||||||||||||||
Invesco Summit Fund |
1,063,596 | 1,049,374 | 1,320,348 | 7,618 | 37,195 | 26,330 | 0.72 | % | 3.36 | % |
1 | Disclosure regarding brokerage commissions is limited to commissions paid on agency trades and designated as such on the trade confirm. |
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APPENDIX K
DIRECTED BROKERAGE (RESEARCH SERVICES)
During the last fiscal year ended October 31, 2016, each Fund allocated the following amount of transactions to broker-dealers that provided the Adviser with certain research, statistics and other information.
Fund |
Transactions 1 |
Related Brokerage
Commissions 1 |
||||||
Invesco Charter Fund |
$ | 2,899,047,102 | $ | 2,388,683 | ||||
Invesco Diversified Dividend Fund |
3,288,223,081 | 2,325,670 | ||||||
Invesco Summit Fund |
1,534,099,688 | 1,011,023 |
1 | Amounts reported are inclusive of commissions paid to, and brokerage transactions placed with, certain brokers that provide execution, research and other services. |
PURCHASES OF SECURITIES OF REGULAR BROKERS OR DEALERS
During the last fiscal year ended October 31, 2016, the Funds did not purchase securities issued by regular brokers or dealers.
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APPENDIX L
PURCHASE, REDEMPTION AND PRICING OF CLASS T SHARES
Transactions through Financial Intermediaries
When investing in Class T shares of an Invesco Fund through a financial intermediary such as a broker-dealer, a bank (including a bank trust department), 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 were able to hold your Class T shares of the Invesco Fund directly. These differences may include, but are not limited to: (i) different eligibility standards to purchase and sell shares and different eligibility standards to exchange shares by telephone; and (ii) different minimum and maximum initial and subsequent purchase amounts. 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 T shares
Sales Charges. The sales charge is used to compensate participating dealers for their expenses incurred in connection with the distribution of Class T shares of an Invesco Fund. You may also be charged a transaction or other fee by the financial intermediary managing your account.
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 $250,000 |
2.50 | % | 2.56 | % | 2.50 | % | ||||||
$250,000 but less than $500,000 |
2.00 | % | 2.04 | % | 2.00 | % | ||||||
$500,000 but less than $1,000,000 |
1.50 | % | 1.52 | % | 1.50 | % | ||||||
Greater than $1,000,000 |
1.00 | % | 1.01 | % | 1.00 | % |
Fund Reorganizations. Class T Shares issued in connection with a Funds merger, consolidation, or acquisition of the assets of another Fund will not be charged a sales charge.
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Payments to Dealers. Invesco Distributors may elect to re-allow the entire 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 shares of 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 Class T shares) of average annual assets of such share classes or $19 per annum per shareholder account (for Class T shares). Invesco Distributors Affiliates also may make payments to certain financial intermediaries that sell Invesco Fund shares in connection with client account maintenance support, statement preparation and
L-2
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
1st Partners, Inc.
401k Exchange, Inc.
401k Producer Services
ADP Broker Dealer, Inc.
Advantage Capital Corporation
Advest Inc.
AIG Capital Services, Inc.
Alliance Benefit Group
Allianz Life
Allstate
American Enterprise Investment
American General
American Portfolios Financial Services Inc.
American Skandia Life Assurance Corporation
American United Life Insurance Company
Ameriprise Financial Services Inc.
Ameritas Life Insurance Corp
Ameritrade
APEX Clearing Corporation
Ascensus
Associated Securities Corporation
AXA
Baden Retirement Plan Services
Bank of America
Bank of New York Mellon
Bank of Oklahoma
Barclays Capital Inc.
BB&T Capital Markets
BCG Securities
BC Ziegler
Benefit Plans Administrators
Benefit Trust Company
BMO Harris Bank NA
BNP Paribas
BOSC, Inc.
Branch Banking & Trust Company
Brinker Capital
Brown Brothers Harriman & Co.
Buck Kwasha Securities LLC
Cadaret Grant & Company, Inc.
Cambridge Investment Research, Inc.
Cantella & Co., Inc.
Cantor Fitzgerald & Co.
Capital One Investment Services LLC
Centennial Bank
Center for Due Diligence
Cetera
Charles Schwab & Company, Inc.
Chase
Citi Smith Barney
Citibank NA
Citigroup Global Markets Inc.
City National Bank
Comerica Bank
Commerce Bank
Commonwealth Financial Network LPL
Community National Bank
Compass
Compusys / ERISA Group Inc
Contemporary Financial Solutions, Inc.
CPI Qualified Plan Consultants, Inc.
Credit Suisse Securities
Crowell Weedon & Co.
CUSO Financial Services, Inc.
CUNA Mutual Life
D.A. Davidson & Company
Daily Access Corporation
Delaware Life Insurance Company
Deutsche Bank
Digital Retirement Solutions, Inc.
Diversified Investment Advisors
Dorsey & Company Inc.
Dyatech Corporation
L-3
Edward Jones & Co.
Envestnet
Equitable Life Insurance Company
Equity Services, Inc.
Erisa Administrative Services
Expertplan
Fidelity
Fifth Third
Financial Data Services Inc.
Financial Planning Association
Financial Services Corporation
First Clearing Corp.
First Command Financial Planning, Inc.
First Financial Equity Corp.
First Southwest Company
Forethought Life Insurance Company
Frost
FSC Securities Corporation
FTB Advisors
Fund Services Advisors, Inc.
Gardner Michael Capital, Inc.
GE
Genworth
Glenbrook Life and Annuity Company
Goldman, Sachs & Co.
Great West Life
Guaranty Bank & Trust
Guardian
GunnAllen Financial
GWFS Equities, Inc.
H.D. Vest
Hantz Financial Services Inc
Hare and Company
Hartford
Hewitt
Hightower Securities, LLC
Hornor, Townsend & Kent, Inc.
Huntington
ICMA Retirement Corporation
Institutional Cash Distributors
Intersecurities, Inc.
INVEST Financial Corporation, Inc.
Investacorp, Inc.
Investment Centers of America, Inc.
J.M. Lummis Securities
Jackson National Life
Jefferson National Life Insurance Company
Jefferson Pilot Securities Corporation
John Hancock
JP Morgan
Kanaly Trust Company
Kaufmann and Global Associates
Kemper
Key Bank
LaSalle Bank, N.A.
Lincoln
Loop Capital Markets, LLC
LPL Financial
M & T Securities, Inc.
M M L Investors Services, Inc.
M&T Bank
Marshall & Ilsley Trust Co., N.A.
Mass Mutual
Matrix
Mellon
Mercer
Merrill Lynch
Metlife
Meyer Financial Group, Inc.
Mid Atlantic Capital Corporation
Minnesota Life Insurance Co.
Money Concepts
Morgan Keegan & Company, Inc.
Morgan Stanley
Morningstar Inc
MSCS Financial Services, LLC
Municipal Capital Markets Group, Inc.
Mutual Service Corporation
Mutual Services, Inc.
N F P Securities, Inc.
NatCity Investments, Inc.
National Financial Services
National Planning
National Retirement Partners Inc.
Nationwide
New York Life
Newport Retirement Plan Services, Inc.
Next Financial Group, Inc.
NFP Securities Inc.
Northeast Securities, Inc.
Northern Trust
Northwestern Mutual Investment Services
NRP Financial
Ohio National
OnBrands24 Inc
OneAmerica Financial Partners Inc.
Oppenheimer
Pen-Cal Administrators
Penn Mutual Life
Penson Financial Services
Pershing LLC
PFS Investments, Inc.
Phoenix
Piper Jaffray
PJ Robb
Plains Capital Bank
Plan Administrators
Plan Member Services Corporation
Planco
PNC
Primerica Shareholder Services, Inc.
Princeton Retirement Group, Inc.
Principal
Princor Financial Services Corporation
Proequities, Inc.
Pruco Securities LLC
Prudential
Qualified Benefits Consultants, Inc.
R B C Dain Rauscher, Inc.
Randall & Hurley, Inc.
Raymond James
RBC Wealth Management
Reliance Trust Company
Ridge Clearing
Riversource (Ameriprise)
Robert W. Baird & Co.
Ross Sinclair & Associates LLC
Royal Alliance Associates
RSBCO
S I I Investments, Inc.
SagePoint Financial, Inc.
Salomon Smith Barney
Sanders Morris Harris
SCF Securities, Inc.
Securian Financial Services, Inc.
Securities America, Inc.
Security Benefit
Security Distributors, Inc.
Security Financial Resources, Inc.
Sentra Securities
Signator Investors, Inc.
Silverton Capital, Corp.
Simmons First Investment Group, Inc.
Smith Barney Inc.
Smith Hayes Financial Services
Southwest Securities
Sovereign Bank
Spelman & Company
Standard Insurance Company
State Farm
State Street Bank & Trust Company
Sterne Agee Financial Services, Inc.
Stifel Nicolaus & Company
Summit
Sun Life
SunAmerica Securities, Inc.
SunGard
SunTrust
SWS Financial Services, Inc.
Symetra Investment Services Inc.
T Rowe Price
TD Ameritrade
Teacher Insurance and Annuity Association of America
TFS Securities, Inc.
The (Wilson) William Financial Group
The Bank of New York
The Huntington Investment Company
The Retirement Plan Company LLC
The Vanguard Group
Transamerica
Trautmann Maher & Associates, Inc.
Treasury Curve
Treasury Strategies
Triad Advisors Inc
Trust Management Network, LLC
U.S. Bancorp
UBS Financial Services Inc.
UMB Financial Services, Inc.
Unified Fund Services, Inc.
Union Bank
Union Central Life Insurance Company
United Planners Financial
United States Life Insurance Company
UPromise Investment Advisors LLC
UBS Financial Services, Inc.
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USI Securities, Inc.
UVEST
V S R Financial Services, Inc.
VALIC
Vanguard Vining Sparks IBG, LP
VLP Corporate Services LLC
VOYA
VRSCO American General Distributors
Wachovia
Waddell & Reed, Inc.
Wadsworth Investment Co., Inc.
Wall Street Financial Group, Inc.
Waterstone Financial Group, Inc.
Wells Fargo
Wilmington Trust Retirement and Institutional Services Company
Woodbury Financial Services, Inc.
Xerox HR Solutions LLC
Zions Bank
Zurich American Life Insurance Company
Redemptions
General. Shares of the Invesco Funds may be redeemed 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 class of the Invesco 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 when shares are redeemed or repurchased, dealers may charge a fair service fee for handling the transaction.
Before the initial purchase of shares of Class T, an investor must submit a completed account application through its financial intermediary. An investor may change information in his account application by submitting written changes or a new account application to his intermediary or to the Funds transfer agent.
Purchase and redemption orders must be received in good order. To be in good order, the investor, through his financial intermediary, must give the Funds transfer agent all required information and documentation. Additionally, purchase payment must be made in federal funds. If the intermediary fails to deliver the investors payment on the required settlement date, the intermediary must reimburse the Funds for any overdraft charges incurred.
The Funds transfer agent and Invesco Distributors may authorize agents to accept redemption orders that are in good order on behalf of the Funds. In certain cases, these authorized agents are authorized to designate other intermediaries to accept purchase and redemption orders on a Funds behalf. A 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.
A financial intermediary may submit a written request to the Funds transfer agent for correction of transactions involving Fund shares. If the Funds transfer agent agrees to correct a transaction, and the correction requires a dividend adjustment, the financial intermediary must agree in writing to reimburse the Funds for any resulting loss.
Payment for redeemed institutional shares is normally made by Federal Reserve wire to the bank account designated in the investors account application, while payment for redeemed retail shares is normally made by check, but may be sent by Federal Reserve wire at the investors request. Any changes to wire instructions must be submitted to the Funds transfer agent in writing. The Funds transfer agent may request additional documentation.
The Funds transfer agent may request that an intermediary maintain separate master accounts in the Funds for shares held by the intermediary (a) for its own account, for the account of other institutions and for accounts for which the intermediary acts as a fiduciary; and (b) for accounts for which the intermediary acts in some other capacity. An intermediary may aggregate its master accounts and sub-accounts to satisfy the minimum investment requirement.
With regard to Money Market Funds that do not qualify as Government Money Market Funds, if a Funds weekly liquid assets fall below 30% of its total assets, the Board, in its discretion, may impose liquidity fees of up to 2% of the value of the shares redeemed and/or gates on redemptions. In addition, if a Funds weekly liquid assets fall below 10% of its total assets at the end of any business day, the Fund must impose a 1% liquidity fee on shareholder redemptions unless the Board determines that not doing so is in the best interests of the Fund. These liquidity fee and gate powers described above will be available to the Board on October 14, 2016.
The Board may, in its discretion, terminate a liquidity fee or redemption gate at any time if it believes such action to be in the best interest of the Fund and its shareholders. Also, liquidity fees and redemption gates will automatically terminate at the beginning of the next business day once a Funds weekly liquid assets reach at least 30% of its total assets. Redemption gates may only last up to 10 business days in any 90-day period. When a fee or a gate is in place,
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the Fund may elect not to permit the purchase of shares or to subject the purchase of shares to certain conditions, which may include affirmation of the purchasers knowledge that a fee or a gate is in effect.
The Board may, in its discretion, permanently suspend redemptions and liquidate if, among other things, a Money Market Fund, at the end of a business day, has less than 10% of its total assets invested in weekly liquid assets. The Board of the Retail and Government Money Market Funds may suspend redemptions and liquidate if the Board determines that the deviation between its amortized cost price per share and its market-based NAV per share may result in material dilution or other unfair results to investors or existing shareholders.
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.
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 T 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.
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, a financial intermediary must supply the Transfer Agent with all required information and documentation, including signature guarantees when required.
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 the 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 the 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.
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Abandoned Property. It is the responsibility of the investor to ensure that the Transfer Agent maintains a correct address for his account(s). An incorrect address may cause an investors account statements and other mailings to be returned to the Transfer Agent. Upon receiving returned mail, the Transfer Agent will attempt to locate the investor or rightful owner of the account. If the Transfer Agent is unable to locate the investor, then it will determine whether the investors account has legally been abandoned. The Transfer Agent is legally obligated to escheat (or transfer) abandoned property to the appropriate states unclaimed property administrator in accordance with statutory requirements. The investors last known address of record determines which state has jurisdiction.
Retirement and Benefit Plans Sponsored by Invesco Distributors. Invesco Distributors acts as the prototype sponsor for certain types of Retirement and Benefit Plan documents. These Retirement and Benefit Plan documents are generally available to anyone wishing to invest Retirement and Benefit Plan assets in the Funds. These documents are provided subject to terms, conditions and fees that vary by plan type. Contact your financial intermediary for details.
Miscellaneous Fees. In certain circumstances, the intermediary maintaining the shareholder account through which your Fund shares are held may assess various fees related to the maintenance of that account, such as:
| an annual custodial fee on accounts where Invesco Distributors acts as the prototype sponsor; |
| expedited mailing fees in response to overnight redemption requests; and |
| copying and mailing charges in response to requests for duplicate statements. |
Please consult with your intermediary for further details concerning any applicable fees.
Offering Price
The following formula may be used to determine the public offering price per Class T share of an investors investment:
Net Asset Value / (1 Sales Charge as % of Offering Price) = Offering Price. For example, at the close of business on April 28, 2017, Invesco Charter Fund Class A shares had a net asset value per share of $17.96. The offering price, assuming an initial sales charge of 5.50%, therefore was $19.01.
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, as described below. 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, as described below.
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.
Calculation of Net Asset Value (Invesco Government Money Market Fund and Invesco Tax-Exempt Cash Fund)
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 interval 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
L-7
net asset value per share by using available market quotations. When available market quotations are used to establish the market-based 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.
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 the Funds investments is high or lower than the price that would be received if the investments were sold.
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 in the case of debt obligations the mean between the last bid and ask prices. Senior secured floating rate loans, corporate loans and senior secured floating rate debt securities are fair valued using an evaluated quote provided by an independent pricing service. Evaluated quotes provided by the pricing service may reflect appropriate factors such as ratings, tranche type, industry, company performance, spread, individual trading characteristics, institution-size trading in similar groups of securities and other market data. Investments in open-end and closed-end registered investment companies that do not trade on an exchange are valued at the end of day net asset value per share.
Generally, trading in corporate bonds, U.S. Government securities and money market instruments is substantially completed each day prior to the close of the customary trading session of the NYSE. The values of such securities used in computing the net asset value of an Invesco Funds shares are determined at such times. Occasionally, events affecting the values of such securities may occur between the times at which such values are determined and the close of the customary trading session of the NYSE. If the Adviser believes a development/event has actually caused a closing price to no longer reflect current market value, the closing price may be adjusted to reflect the fair value of the affected security as of the close of the NYSE as determined in good faith using procedures approved by the Board.
Foreign securities are converted into U.S. dollar amounts using exchange rates as of the close of the NYSE. If market quotations are available and reliable for foreign exchange traded equity securities, the securities will be valued at the market quotations. Because trading hours for certain foreign securities end before the close of the NYSE, closing market quotations may become unreliable. If between the time trading ends on a particular security and the close of the customary trading session on the NYSE, events occur that are significant and may make the closing price unreliable, the Invesco Fund may fair value the security. If an issuer specific event has occurred that the Adviser determines, in its judgment, is likely to have affected the closing price of a foreign security, it will price the security at fair value in good faith using procedures approved by the Board. Adjustments to closing prices to reflect fair value may also be based on a screening process from a pricing vendor to indicate the degree of certainty, based on historical data, that the closing price in the principal market where a foreign security trades is not the current market value as of the close of the NYSE. For foreign securities where the Adviser believes, at the approved degree of certainty, that the price is not reflective of current market value, the Adviser will use the indication of fair value from the pricing vendor to determine the fair value of the security. The pricing vendor, pricing methodology or degree of certainty may change from time to time. Multiple factors may be considered by the pricing vendor in determining adjustments to reflect fair value and may include information relating to sector indices, American Depositary Receipts, domestic and foreign index futures, and exchange-traded funds.
Invesco Fund securities primarily traded in foreign markets may be traded in such markets on days that are not business days of the Invesco Fund. Because the net asset value per share of each Invesco Fund is determined only on business days of the Invesco Fund, the value of the portfolio securities of an Invesco Fund that invests in foreign securities may change on days when an investor cannot exchange or redeem shares of the Invesco Fund.
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Securities for which market quotations are not available or are unreliable are valued at fair value as determined in good faith by or under the supervision of the Trusts officers in accordance with procedures approved by the Board of Trustees. Issuer specific events, market trends, bid/ask quotes of brokers and information providers and other market data may be reviewed in the course of making a good faith determination of a securitys fair value.
Redemptions in Kind
Although the Invesco Funds generally intends to pay redemption proceeds solely in cash, the Invesco Funds reserves the right to determine, in its 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 Fund typically utilizes in valuing such securities. Shareholders receiving such securities are likely to incur transaction and brokerage costs on their subsequent sales of such securities, and the securities may increase or decrease in value until the shareholder sells them. The Trust, on behalf of the Invesco Funds, made an election under Rule 18f-1 under the 1940 Act (a Rule 18f-1 Election) and therefore, the Trust, on behalf of an Invesco Fund, is obligated to redeem for cash all shares presented to such Invesco Fund for redemption by any one shareholder in an amount up to the lesser of $250,000 or 1% of that Invesco Funds net assets in any 90-day period. The Rule 18f-1 Election is irrevocable while Rule 18f-1 under the 1940 Act is in effect unless the SEC by order permits withdrawal of such Rule 18f-1 Election.
Backup Withholding
Accounts submitted without a correct, certified taxpayer identification number (TIN) or, alternatively, a correctly completed and currently effective IRS Form W-8 (for non-resident aliens) or Form W-9 (for U.S. persons including resident aliens) accompanying the registration information generally will be subject to backup withholding.
Each Invesco Fund, and other payers, generally must withhold 28% of reportable dividends (whether paid in cash or reinvested in additional Invesco Fund shares), including exempt-interest dividends, in the case of any shareholder who fails to provide the Invesco Funds with a TIN and a certification that he is not subject to backup withholding.
An investor is subject to backup withholding if:
1. | the investor fails to furnish a correct TIN to the Invesco Fund; |
2. | the IRS notifies the Invesco Fund that the investor furnished an incorrect TIN; |
3. | the investor or the Invesco Fund is notified by the IRS that the investor is subject to backup withholding because the investor failed to report all of the interest and dividends on such investors tax return (for reportable interest and dividends only); |
4. | the investor fails to certify to the Invesco Fund that the investor is not subject to backup withholding under (3) above (for reportable interest and dividend accounts opened after 1983 only); or |
5. | the investor does not certify his TIN. This applies only to non-exempt mutual fund accounts opened after 1983. |
Interest and dividend payments are subject to backup withholding in all five situations discussed above. Redemption proceeds are subject to backup withholding only if (1), (2) or (5) above applies.
Certain payees and payments are exempt from backup withholding and information reporting. Invesco or the Transfer Agent will not provide Form 1099 to those payees.
Investors should contact the IRS if they have any questions concerning withholding.
IRS Penalties. Investors who do not supply the Invesco Fund 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
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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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APPENDIX M
TOTAL SALES CHARGES
The following chart reflects the total sales charges paid in connection with the sale of Class A shares of each Fund and the amount retained by Invesco Distributions for the last three fiscal periods or years ending October 31*:
2016 | 2015 | 2014 | ||||||||||||||||||||||
Sales
Charges |
Amount
Retained |
Sales
Charges |
Amount
Retained |
Sales
Charges |
Amount
Retained |
|||||||||||||||||||
Invesco Charter Fund |
$ | 1,565,990 | $ | 239,914 | $ | 3,247,185 | $ | 429,539 | $ | 3,419,616 | $ | 446,351 | ||||||||||||
Invesco Diversified Dividend Fund |
15,458,900 | 2,062,253 | 10,662,572 | 1,357,268 | 8,773,510 | 1,102,369 | ||||||||||||||||||
Invesco Summit Fund |
228,217 | 32,462 | 220,335 | 27,267 | 123,302 | 15,419 |
* | As of the date of this SAI, Class T shares had not commenced operations. |
The following chart reflects the contingent deferred sales charges paid by Class A, Class B, and Class C shareholders and retained by Invesco Distributors for the last three fiscal periods or years ended October 31:
2016 | 2015 | 2014 | ||||||||||
Invesco Charter Fund |
$ | 24,211 | $ | 33,209 | $ | 53,687 | ||||||
Invesco Diversified Dividend Fund |
102,052 | 41,436 | 64,038 | |||||||||
Invesco Summit Fund |
2,661 | 446 | 773 |
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APPENDIX N
AMOUNTS PAID TO INVESCO DISTRIBUTORS, INC. PURSUANT TO DISTRIBUTION PLANS
A list of amounts paid by each class of shares to Invesco Distributors pursuant to the Plans for the fiscal year or period ended October 31, 2016 follows*:
Fund |
Class A
Shares |
Class B
Shares |
Class C
Shares |
Class P
Shares |
Class R
Shares |
Class S
Shares |
Investor
Class Shares |
|||||||||||||||||||||
Invesco Charter Fund |
$ | 8,971,006 | $ | 370,809 | $ | 2,157,926 | N/A | $ | 195,061 | $ | 27,463 | N/A | ||||||||||||||||
Invesco Diversified Dividend Fund |
13,356,728 | 199,190 | 6,171,776 | N/A | 983,495 | N/A | $ | 4,450,248 | ||||||||||||||||||||
Invesco Summit Fund |
131,333 | 4,320 | 51,939 | $ | 1,705,426 | N/A | 4,801 | N/A |
* | As of the date of this SAI, Class T shares had not commenced operations. |
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APPENDIX O
ALLOCATION OF ACTUAL FEES PAID PURSUANT TO DISTRIBUTION PLANS*
An estimate by category of the allocation of actual fees paid by Class A shares of the Funds during the fiscal year ended October 31, 2016 follows:
Charter |
Diversified
Dividend |
Summit | ||||||||||
Advertising |
$ | 0 | $ | 0 | $ | 0 | ||||||
Printing and Mailing |
0 | 0 | 0 | |||||||||
Seminars |
0 | 0 | 0 | |||||||||
Underwriters Compensation |
0 | 0 | 0 | |||||||||
Dealers Compensation |
8,971,006 | 13,356,728 | 131,333 | |||||||||
Personnel |
0 | 0 | 0 | |||||||||
Travel Relating to Marketing |
0 | 0 | 0 |
An estimate by category of the allocation of actual fees paid by Class B shares of the Funds during the fiscal year ended October 31, 2016 follows:
Charter |
Diversified
Dividend |
Summit | ||||||||||
Advertising |
$ | 0 | $ | 0 | $ | 0 | ||||||
Printing and Mailing |
0 | 0 | 71 | |||||||||
Seminars |
0 | 0 | 0 | |||||||||
Underwriters Compensation |
278,107 | 149,393 | 3,240 | |||||||||
Dealers Compensation |
89,045 | 49,036 | 1,009 | |||||||||
Personnel |
3,657 | 761 | 0 | |||||||||
Travel Relating to Marketing |
0 | 0 | 0 |
An estimate by category of the allocation of actual fees paid by Class C shares of the Funds during the fiscal year ended October 31, 2016 follows:
Charter |
Diversified
Dividend |
Summit | ||||||||||
Advertising |
$ | 1,662 | $ | 30,717 | $ | 0 | ||||||
Printing and Mailing |
185 | 7,295 | 4 | |||||||||
Seminars |
738 | 8,063 | 0 | |||||||||
Underwriters Compensation |
90,798 | 1,555,001 | 7,515 | |||||||||
Dealers Compensation |
2,052,178 | 4,359,912 | 43,348 | |||||||||
Personnel |
11,627 | 198,886 | 1,072 | |||||||||
Travel Relating to Marketing |
738 | 11,902 | 0 |
* | As of the date of this SAI, Class T shares had not commenced operations. |
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An estimate by category of the allocation of actual fees paid by Class R shares of the Funds during the fiscal year ended October 31, 2016 follows:
Charter |
Diversified
Dividend |
Summit | ||||||||||
Advertising |
$ | 602 | $ | 1,678 | N/A | |||||||
Printing and Mailing |
0 | 469 | N/A | |||||||||
Seminars |
0 | 469 | N/A | |||||||||
Underwriters Compensation |
6,168 | 28,566 | N/A | |||||||||
Dealers Compensation |
185,884 | 940,645 | N/A | |||||||||
Personnel |
2,407 | 10,930 | N/A | |||||||||
Travel Relating to Marketing |
0 | 738 | N/A |
An estimate by category of the allocation of actual fees paid by Investor Class shares of the Funds during the fiscal year ended October 31, 2016 follows:
Charter |
Diversified
Dividend |
Summit | ||||||
Advertising |
N/A | $ | 101,571 | N/A | ||||
Printing and Mailing |
N/A | 24,730 | N/A | |||||
Seminars |
N/A | 29,146 | N/A | |||||
Underwriters Compensation |
N/A | 0 | N/A | |||||
Dealers Compensation |
N/A | 3,589,110 | N/A | |||||
Personnel |
N/A | 664,180 | N/A | |||||
Travel Relating to Marketing |
N/A | 41,511 | N/A |
An estimate by category of the allocation of actual fees paid by Class P shares of the Funds during the fiscal year ended October 31, 2016 follows:
Charter |
Diversified
Dividend |
Summit | ||||||
Advertising |
N/A | N/A | $ | 0 | ||||
Printing and Mailing |
N/A | N/A | 0 | |||||
Seminars |
N/A | N/A | 0 | |||||
Underwriters Compensation |
N/A | N/A | 0 | |||||
Dealers Compensation |
N/A | N/A | 1,705,426 | |||||
Personnel |
N/A | N/A | 0 | |||||
Travel Relating to Marketing |
N/A | N/A | 0 |
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An estimate by category of the allocation of actual fees paid by Class S shares of the Funds during the fiscal year ended October 31, 2016 follows:
Charter |
Diversified
Dividend |
Summit | ||||||||||
Advertising |
$ | 0 | N/A | $ | 0 | |||||||
Printing and Mailing |
0 | N/A | 0 | |||||||||
Seminars |
0 | N/A | 0 | |||||||||
Underwriters Compensation |
0 | N/A | 0 | |||||||||
Dealers Compensation |
27,463 | N/A | 4,801 | |||||||||
Personnel |
0 | N/A | 0 | |||||||||
Travel Relating to Marketing |
0 | N/A | 0 |
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PART C
OTHER INFORMATION
Item 28. | Exhibits | |||
a |
- | Fourth Amended and Restated Agreement and Declaration of Trust of Registrant, dated April 11, 2017. (44) | ||
b |
- | Second Amended and Restated Bylaws of Registrant, adopted effective October 26, 2016. (42) | ||
c |
- | Articles II, VI, VII, VIII and IX of the Fourth Amended and Restated Agreement Declaration of Trust and Articles IV, V and VI of the Second Amended and Restated Bylaws define rights of holders of shares. | ||
d (1) |
- | (a) Master Investment Advisory Agreement, dated June 21, 2000, between Registrant and A I M Advisors, Inc. (7) | ||
- | (b) Amendment No. 1, dated December 28, 2001, to Master Investment Advisory Agreement, dated June 21, 2000, between Registrant and A I M Advisors, Inc. (10) | |||
- | (c) Amendment No. 2, dated August 29, 2002, to Master Investment Advisory Agreement, dated June 21, 2000, between Registrant and A I M Advisors, Inc. (12) | |||
- | (d) Amendment No. 3, dated May 2, 2003, to Master Investment Advisory Agreement, dated June 21, 2000, between Registrant and A I M Advisors, Inc. (14) | |||
- | (e) Amendment No. 4, dated July 1, 2004, to Master Investment Advisory Agreement, dated June 21, 2000, between Registrant and A I M Advisors, Inc. (17) | |||
- | (f) Amendment No. 5, dated September 15, 2004, to Master Investment Advisory Agreement, dated June 21, 2000, between Registrant and A I M Advisors, Inc. (17) | |||
- | (g) Amendment No. 6, dated March 15, 2005, to Master Investment Advisory Agreement, dated June 21, 2000, between Registrant and A I M Advisors, Inc. (20) | |||
- | (h) Amendment No. 7, dated July 18, 2005, to Master Investment Advisory Agreement, dated June 21, 2000, between Registrant and A I M Advisors, Inc. (20) | |||
- | (i) Amendment No. 8, dated March 27, 2006, to Master Investment Advisory Agreement, dated June 21, 2000, between Registrant and A I M Advisors, Inc. (23) | |||
- | (j) Amendment No. 9, dated April 10, 2006, to Master Investment Advisory Agreement, dated June 21, 2000, between Registrant and A I M Advisors, Inc. (23) |
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- | (k) Amendment No. 10, dated February 27, 2007, to Master Investment Advisory Agreement, dated June 21, 2000, between Registrant and A I M Advisors, Inc. (24) | |||
- | (l) Amendment No. 11, dated July 1, 2007, to Master Investment Advisory Agreement, dated June 21, 2000, between Registrant and A I M Advisors, Inc. (24) | |||
- | (m) Amendment No. 12, dated April 30, 2008, to Master Investment Advisory Agreement, dated June 21, 2000, between Registrant and Invesco Aim Advisors, Inc., formerly A I M Advisors, Inc. (26) | |||
- | (n) Amendment No. 13, dated July 14, 2009, to Master Investment Advisory Agreement, dated June 21, 2000, between Registrant and Invesco Aim Advisors, Inc., formerly A I M Advisors, Inc. (28) | |||
- | (o) Amendment No. 14, dated January 1, 2010, to Master Investment Advisory Agreement, dated June 21, 2000, between Registrant and Invesco Advisors, Inc. (as successor by merger to Invesco Aim Advisors, Inc.). (34) | |||
- | (p) Amendment No. 15, dated April 30, 2010, to Master Investment Advisory Agreement, dated June 21, 2000, between Registrant and Invesco Advisors, Inc. (35) | |||
- | (q) Amendment No. 16, dated May 23, 2011, to Master Investment Advisory Agreement, dated June 21, 2000, between Registrant and Invesco Advisors, Inc. (36) | |||
- | (r) Amendment No. 17, dated September 24, 2012, to Master Investment Advisory Agreement, dated June 21, 2000, between Registrant and Invesco Advisors, Inc. (38) | |||
- | (s) Amendment No. 18, dated December 30, 2013, to Master Investment Advisory Agreement, dated June 21, 2000, between Registrant and Invesco Advisors, Inc. (39) | |||
(2) |
- | (a) Master Intergroup Sub-Advisory Contract for Mutual Funds, dated May 1, 2008 between Invesco Aim Advisors, Inc., on behalf of Registrant, and each of Invesco Asset Management Deutschland GmbH, Invesco Asset Management Ltd., Invesco Asset Management (Japan) Limited, Invesco Australia Limited, Invesco Global Asset Management (N.A.), Inc., Invesco Hong Kong Limited, Invesco Institutional (N.A.), Inc., Invesco Senior Secured Management, Inc. and AIM Funds Management, Inc. (now known as Invesco Trimark Ltd.) (26) | ||
- | (b) Amendment No. 1, dated July 14, 2009, to Master Intergroup Sub-Advisory Contract for Mutual Funds, dated May 1, 2008 between Invesco Aim Advisors, Inc., on behalf of Registrant, and each of Invesco Asset Management Deutschland GmbH, Invesco Asset Management Ltd., Invesco Asset Management (Japan) Limited, Invesco Australia Limited, Invesco Global Asset Management (N.A.), Inc., Invesco Hong Kong Limited, Invesco Institutional (N.A.), Inc., Invesco Senior Secured Management, Inc. and Invesco Trimark Ltd. (28) |
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- | (f) Amendment No. 5, dated September 30, 2015, to the Master Distribution Agreement, between the Registrant and Invesco Distributors, Inc. (41) | |||
- | (g) Amendment No. 6, dated December 21, 2015, to the Master Distribution Agreement, between the Registrant and Invesco Distributors, Inc. (41) | |||
- | (h) Amendment No. 7, dated February 26, 2016, to the Master Distribution Agreement, between the Registrant and Invesco Distributors, Inc. (42) | |||
- | (i) Amendment No. 8, dated April 29, 2016, to the Master Distribution Agreement, between the Registrant and Invesco Distributors, Inc. (42) | |||
- | (j) Amendment No. 9, dated June 20, 2016, to the Master Distribution Agreement, between the Registrant and Invesco Distributors, Inc. (42) | |||
- | (k) Amendment No. 10, dated June 28, 2016, to the Master Distribution Agreement, between the Registrant and Invesco Distributors, Inc. (42) | |||
- | (l) Amendment No. 11, dated July 1, 2016, to the Master Distribution Agreement, between the Registrant and Invesco Distributors, Inc. (42) | |||
- | (m) Amendment No. 12, dated July 27, 2016, to the Master Distribution Agreement, between the Registrant and Invesco Distributors, Inc. (42) | |||
- | (n) Amendment No. 13, dated October 28, 2016, to the Master Distribution Agreement, between the Registrant and Invesco Distributors, Inc. (42) | |||
- | (o) Amendment No. 14, dated December 1, 2016, to the Master Distribution Agreement, between the Registrant and Invesco Distributors, Inc. (42) | |||
(p) Amendment No. 15, dated February 27, 2017, to the Master Distribution Agreement, between the Registrant and Invesco Distributors, Inc. (43) | ||||
(2) |
- | Form of Selected Dealer Agreement between Invesco Aim Distributors, Inc. and selected dealers. (27) | ||
(3) |
- | Form of Bank Selling Group Agreement between Invesco Aim Distributors, Inc. and banks. (27) | ||
f (1) |
- | Form of Invesco Funds Retirement Plan for Eligible Directors/Trustees, as approved by the Board of Directors/Trustees on December 31, 2013. (40) | ||
(2) |
- | (a) Form of Invesco Funds Trustee Deferred Compensation Agreement, as approved by Board of Directors/Trustees on December 31, 2011. (40) | ||
- | (b) Form of Amendment to Form of Invesco Funds Trustee Deferred Compensation Agreement. (41) | |||
g (1) |
- | Amended and Restated Master Custodian Contract, dated June 1, 2010, between Registrant and State Street Bank and Trust Company. (35) | ||
(2) |
- | Subcustodian Agreement, dated January 20, 1993, between State Street Bank and Trust Company and The Bank of New York. (15) |
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(3) |
- | Foreign Assets Delegation Agreement, dated November 6, 2006, between A I M Advisors, Inc. and Registrant. (24) | ||
h (1) |
- | (a) Fourth Amended and Restated Transfer Agency and Service Agreement, dated July 1, 2010, between Registrant and Invesco Investment Services, Inc. (35) | ||
- | (b) Amendment No. 1 dated March 16, 2011 to the Fourth Amended and Restated Transfer Agency and Service Agreement, dated July 1, 2010, between Registrant and Invesco Investment Services, Inc. (36) | |||
- | (c) Amendment No. 2 dated July 1, 2011, to the Fourth Amended and Restated Transfer Agency and Service Agreement, dated July 1, 2010, between Registrant and Invesco Investment Services, Inc. (36) | |||
- | (d) Amendment No. 3 dated September 24, 2012, to the Fourth Amended and Restated Transfer Agency and Service Agreement, dated July 1, 2010, between Registrant and Invesco Investment Services, Inc. (38) | |||
- | (e) Amendment No. 4 dated January 1, 2014, to the Fourth Amended and Restated Transfer Agency and Service Agreement, dated July 1, 2010, between Registrant and Invesco Investment Services, Inc. (39) | |||
- | (f) Form of Amendment No. 5, dated [ ], to the Fourth Amended and Restated Transfer Agency and Service Agreement, dated July 1, 2010, between Registrant and Invesco Investment Services, Inc. (44) | |||
(2) |
- | Shareholder Sub-Accounting Services Agreement between Registrant, First Data Investor Services Group (formerly The Shareholder Services Group, Inc.), Financial Data Services Inc. and Merrill Lynch, Pierce, Fenner & Smith Inc., dated October 1, 1993. (1) | ||
(3) |
- | (a) Second Amended and Restated Master Administrative Service Agreement, dated July 1, 2006, between Registrant and A I M Advisors, Inc. (23) | ||
- | (b) Amendment No. 1, dated February 28, 2007, to Second Amended and Restated Master Administrative Services Agreement dated July 1, 2006, between Registrant and A I M Advisors, Inc. (24) | |||
- | (c) Amendment No. 2, dated April 30, 2008, to Second Amended and Restated Master Administrative Services Agreement dated July 1, 2006, between Registrant and Invesco Aim Advisors, Inc., formerly A I M Advisors, Inc. (26) | |||
- | (d) Amendment No. 3, dated July 14, 2009, to Second Amended and Restated Master Administrative Services Agreement dated July 1, 2006, between Registrant and Invesco Aim Advisors, Inc., formerly A I M Advisors, Inc. (28) | |||
- | (e) Amendment No. 4, dated January 1, 2010, to Second Amended and Restated Master Administrative Services Agreement dated July 1, 2006, between Registrant and Invesco Aim Advisors, Inc. (as successor by merger to Invesco Aim Advisors, Inc.) (34) |
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- | (f) Amendment No. 5, dated April 30, 2010, to Second Amended and Restated Master Administrative Services Agreement dated July 1, 2006, between Registrant and Invesco Advisers, Inc. (35) | |||
- | (g) Amendment No. 6, dated December 1, 2011, to Second Amended and Restated Master Administrative Services Agreement dated July 1, 2006, between Registrant and Invesco Advisers, Inc. (37) | |||
- | (h) Amendment No. 7, dated July 1, 2012, to Second Amended and Restated Master Administrative Services Agreement dated July 1, 2006, between Registrant and Invesco Advisers, Inc. (37) | |||
- | (i) Amendment No. 8, dated September 24, 2012, to Second Amended and Restated Master Administrative Services Agreement dated July 1, 2006, between Registrant and Invesco Advisers, Inc. (38) | |||
- | (j) Amendment No. 9, dated December 30, 2013, to Second Amended and Restated Master Administrative Services Agreement dated July 1, 2006, between Registrant and Invesco Advisers, Inc. (39) | |||
(4) |
- | Eighth Amended and Restated Memorandum of Agreement, regarding securities lending, dated July 1, 2014, between Registrant, and Invesco Advisers, Inc. (40) | ||
(5) |
- | (a) Memorandum of Agreement, regarding expense limitations, dated April 4, 2017, between Registrant and Invesco Advisers, Inc. (4 4 ) | ||
- | (b) Form of Memorandum of Agreement, regarding expense limitations, dated July 1, 2017, between Registrant and Invesco Advisers, Inc. (44) | |||
(6) |
- | Memorandum of Agreement, dated December 1, 2016, regarding advisory fee waivers and affiliated money market fund waivers between Registrant and Invesco Advisers, Inc. (4 2 ) | ||
(7) |
- | Interfund Lending Agreement, dated December 12, 2016, between Registrant and Invesco Advisers, Inc. (42) | ||
(8) |
- | Expense Reimbursement Agreement Related to DST Transfer Agent System Conversion dated June 30, 2003. (16) | ||
i |
- | Opinion and Consent of Stradley Ronon Stevens & Young, LLP. (4 4 ) | ||
j |
- | Consent of PricewaterhouseCoopers LLP. (4 4 ) | ||
k |
- | Omitted Financial Statements Not Applicable. | ||
l (1) |
- | Agreement concerning initial capitalization of Registrants AIM Large Cap Growth Fund, dated February 26, 1999. (4) | ||
(2) |
- | Agreement concerning initial capitalization of Registrants AIM Large Cap Basic Value Fund, dated June 29, 1999. (5) | ||
(3) |
- | Agreement concerning initial capitalization of Registrants AIM Mid Cap Growth Fund, dated November 1, 1999. (6) |
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(4) |
- | Agreement concerning initial capitalization of Registrants AIM Basic Value II Fund and AIM U.S. Growth Fund dated August 28, 2002. (12) | ||
(5) |
- | Agreement concerning initial capitalization of Registrants AIM Summit Fund, dated April 29, 2008. (26) | ||
(6) |
- | Agreement concerning initial capitalization of Institutional Class shares of Registrants for AIM Summit Fund dated October 2, 2008. (27) | ||
(7) |
- | Agreement concerning initial capitalization of Class Y shares of Registrant dated October 3, 2008. (30) | ||
(8) |
- | Agreement concerning initial capitalization of AIM Disciplined Equity Fund, dated July 14, 2009. (28) | ||
(9) |
- | Agreement concerning initial capitalization of Class S shares of Registrants for AIM Charter Fund and AIM Summit Fund dated September 24, 2009. (31) | ||
m (1) |
- | (a) Third Amended and Restated Distribution Plan Class A, A2, C, Investor Class, P, R, S, Series II Shares, Cash Reserve Shares and Classes of Shares of Short-Term Investment Trust (Compensation), effective as of July 1, 2016. (42) | ||
- | (b) Amendment No. 1, dated July 1, 2016, to the Third Amended and Restated Distribution Plan Class A, A2, C, Investor Class, P, R, S, Series II Shares, Cash Reserve Shares and Classes of Shares of Short-Term Investment Trust (Compensation). (42) | |||
- | (c) Amendment No. 2, dated July 27, 2016, to the Third Amended and Restated Distribution Plan Class A, A2, C, Investor Class, P, R, S, Series II Shares, Cash Reserve Shares and Classes of Shares of Short-Term Investment Trust (Compensation). (42) | |||
- | (d) Amendment No. 3, dated September 1, 2016, to the Third Amended and Restated Distribution Plan Class A, A2, C, Investor Class, P, R, S, Series II Shares, Cash Reserve Shares and Classes of Shares of Short-Term Investment Trust (Compensation). (4 4 ) | |||
- | (e) Amendment No. 4, dated October 28, 2016, to the Third Amended and Restated Distribution Plan Class A, A2, C, Investor Class, P, R, S, Series II Shares, Cash Reserve Shares and Classes of Shares of Short-Term Investment Trust (Compensation). (4 4 ) | |||
- | (f) Amendment No. 5, dated December 1, 2016, to the Third Amended and Restated Distribution Plan Class A, A2, C, Investor Class, P, R, S, Series II Shares, Cash Reserve Shares and Classes of Shares of Short-Term Investment Trust (Compensation). (4 4 ) | |||
(g) Amendment No. 6, dated February 27, 2017, to the Third Amended and Restated Distribution Plan Class A, A2, C, Investor Class, P, R, S, Series II Shares, Cash Reserve Shares and Classes of Shares of Short-Term Investments Trust (Compensation). (4 4 ) |
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(6) |
- | Invesco EMEA-EX UK Employees Code of Ethics dated October 1, 2016, relating to Invesco Asset Management Deutschland GmbH. (42) | ||
(7) |
- | Invesco Senior Secured Management Code of Ethics Policy, revised June 1, 2016 and Invesco Advisers, Inc. Code of Ethics, amended January 1, 2017. (42) | ||
q |
- | (a) Powers of Attorney for Arch, Bunch, Crockett, Fields, Flanagan, Jones, Mathai-Davis, Soll, Stickel, Taylor and Troccoli, dated May 4, 2016. (42) | ||
(b) Powers of Attorney for Hostetler, Ressel, Stern and Wilson, dated March 28, 2017. (43) |
(1) | Incorporated herein by reference to PEA No. 40, filed on February 26, 1992. |
(2) | Incorporated herein by reference to PEA No. 44, filed on February 24, 1995. |
(3) | Incorporated herein by reference to PEA No. 55, filed on December 11, 1998. |
(4) | Incorporated herein by reference to PEA No. 56, filed on February 23, 1999. |
(5) | Incorporated herein by reference to PEA No. 60, filed on July 15, 1999. |
(6) | Incorporated herein by reference to PEA No. 62, filed on January 6, 2000. |
(7) | Incorporated herein by reference to PEA No. 67, filed on February 23, 2001. |
(8) | Incorporated herein by reference to PEA No. 68, filed on October 12, 2001. |
(9) | Incorporated herein by reference to PEA No. 70, filed on December 28, 2001. |
(10) | Incorporated herein by reference to PEA No. 71, filed on April 26, 2002. |
(11) | Incorporated herein by reference to PEA No. 72, filed on May 22, 2002. |
(12) | Incorporated herein by reference to PEA No. 75, filed on February 24, 2003. |
(13) | Incorporated herein by reference to PEA No. 76, filed on March 3, 2003. |
(14) | Incorporated herein by reference to PEA No. 77, filed on July 7, 2003. |
(15) | Incorporated herein by reference to PEA No. 78, filed on February 24, 2004. |
(16) | Incorporated herein by reference to PEA No. 79, filed on March 1, 2004. |
(17) | Incorporated herein by reference to PEA No. 80, filed on September 29, 2004. |
(18) | Incorporated herein by reference to PEA No. 81, filed on December 23, 2004. |
(19) | Incorporated herein by reference to PEA No. 83, filed on March 1, 2005. |
(20) | Incorporated herein by reference to PEA No. 85, filed on August 23, 2005. |
(21) | Incorporated herein by reference to PEA No. 86, filed on December 15, 2005. |
(22) | Incorporated herein by reference to PEA No. 87, filed on February 23, 2006. |
(23) | Incorporated herein by reference to PEA No. 88, filed on February 28, 2007. |
(24) | Incorporated herein by reference to PEA No. 89, filed on February 6, 2008. |
(25) | Incorporated herein by reference to PEA no. 90, filed on February 19, 2008. |
(26) | Incorporated herein by reference to PEA No. 91, filed on July 22, 2008. |
(27) | Incorporated herein by reference to PEA No. 94, filed on April 30, 2009. |
(28) | Incorporated herein by reference to PEA No. 95, filed on July 13, 2009. |
(29) | Incorporated herein by reference to PEA No. 96, filed on July 24, 2009. |
(30) | Incorporated herein by reference to PEA No. 97, filed on September 21, 2009. |
(31) | Incorporated herein by reference to PEA No. 99, filed on September 24, 2009. |
(32) | Incorporated herein by reference to PEA No. 100, filed on December 22, 2009. |
(33) | Incorporated herein by reference to PEA No. 101, filed on February 25, 2010. |
(34) | Incorporated herein by reference to PEA No. 102, filed on March 10, 2010. |
(35) | Incorporated herein by reference to PEA No. 103, filed on February 24, 2011. |
(36) | Incorporated herein by reference to PEA No. 105, filed on February 24, 2012. |
(37) | Incorporated by reference to PEA No. 107, filed on September 21, 2012. |
(38) | Incorporated by reference to PEA No. 109, filed on February 26, 2013. |
(39) | Incorporated by reference to PEA No. 111, filed on February 27, 2014. |
(40) | Incorporated by reference to PEA No. 113, filed on February 25, 2015. |
(41) | Incorporated by reference to PEA No. 115 filed on February 24, 2016. |
(42) | Incorporated by reference to PEA No. 117 filed on February 24, 2017. |
(43) | Incorporated by reference to PEA No. 119 filed on March 31, 2017. |
(44) | Filed herewith electronically. |
Item 29. | Persons Controlled by or Under Common Control with the Fund |
None.
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Item 30. | Indemnification |
Indemnification provisions for officers, trustees and employees of the Registrant are set forth in Article VIII of the Registrants Fourth Amended and Restated Agreement and Declaration of Trust and Article VIII of its Second Amended and Restated Bylaws, and are hereby incorporated by reference. See Item 28(a) and (b) above. Under the Fourth Amended and Restated Agreement and Declaration of Trust, effective as of April 11, 2017, (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 & Officers Liability Policy, issued by ICI Mutual Insurance Company and certain other domestic insurers, with limits up to $80,000,000 (plus an additional $20,000,000 limit that applies to independent directors/trustees only).
Section 16 of the Master Investment Advisory Agreement between the Registrant and Invesco Advisers, Inc. (Invesco) 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 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 to any series of the Registrant shall not automatically impart liability on the part of Invesco to any other series of the Registrant. No series of the Registrant shall be liable for the obligations of any other series of the Registrant.
Section 10 of the Master Intergroup Sub-Advisory Contract for Mutual Funds (the Sub-Advisory Contract) between Invesco, on behalf of Registrant, and each of Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Limited, Invesco Canada Ltd., Invesco Hong Kong Limited and Invesco Senior Secured Management, Inc.) (each a Sub-Adviser, collectively the Sub-Advisers) provides that the Sub-Adviser shall not be liable for any costs or liabilities arising from any error of judgment or mistake of law or any loss suffered by any series of the Registrant or the Registrant in connection with the matters to which the Sub-Advisory Contract relates except a loss resulting from willful misfeasance, bad faith or gross negligence on the part of the Sub-Adviser in the performance by the Sub-adviser of its duties or from reckless disregard by the Sub-Adviser of its obligations and duties under the Sub-Advisory Contract.
C-10
Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the Act) may be permitted to trustees, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a trustee, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such trustees, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
Item 31. | Business and Other Connections of Investment Adviser |
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 Canada Ltd., Invesco Hong Kong Limited and Invesco Senior Secured Management, Inc. (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 Advisers in the Prospectus which comprises Part A of the Registration Statement, and to the caption Investment Advisory and Other Services of the Statement of Additional Information which comprises Part B of the Registration Statement, and to Item 32(b) of this Part C.
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Item 32. | Principal Underwriters |
(a) | Invesco Distributors, Inc., the Registrants principal underwriter, also acts as a principal underwriter to the following investment companies: |
AIM Counselor Series Trust (Invesco Counselor Series Trust)
AIM 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 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 Senior Loan Fund
PowerShares Actively Managed ExchangeTraded Fund Trust
PowerShares Actively Managed Exchange-Traded Commodity Fund Trust
PowerShares Exchange-Traded Fund Trust
PowerShares Exchange-Traded Fund Trust II
PowerShares India ExchangeTraded Fund Trust
Short-Term Investments Trust
(b) | The following table sets forth information with respect to each director, officer or partner of Invesco Distributors, Inc. |
Name and Principal Business Address* |
Position and Offices with Underwriter |
Positions and Offices with Registrant |
||
Peter S. Gallagher | Director & President | Assistant Vice President | ||
Eric P. Johnson | Executive Vice President | None | ||
Karen Dunn Kelley | Executive Vice President | None | ||
Ben Utt | Executive Vice President | None | ||
Dan Draper | Senior Vice President | None | ||
Eliot Honaker | Senior Vice President | None | ||
Greg J. Murphy | Senior Vice President | None | ||
David J. Nardecchia |
Senior Vice President, Director of Marketing Communications |
None | ||
Miranda OKeefe | Senior Vice President & Chief Compliance Officer | None | ||
Gary K. Wendler | Senior Vice President, Director, Marketing Research and Analysis | Assistant Vice President |
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Name and Principal Business Address* |
Position and Offices with Underwriter |
Positions and Offices with Registrant |
||
John M. Zerr | Senior Vice President & Secretary | Senior Vice President, Chief Legal Officer & Secretary | ||
Mark W. Gregson | Chief Financial Officer | None | ||
Annette J. Lege | Treasurer | 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, Georgia 30309, will maintain physical possession of each such account, book or other document of the Registrant at the Registrants principal executive offices, 11 Greenway Plaza, Suite 1000, Houston, Texas 77046-1173, except for those maintained at its Atlanta offices at the address listed above or at the Louisville, Kentucky offices, 400 West Market Street, Suite 3300, Louisville, Kentucky 40202 and except for those relating to certain transactions in portfolio securities that are maintained by the Registrants Custodian, State Street Bank and Trust Company, 225 Franklin Street, Boston, Massachusetts 02110, and the Registrants Transfer Agent and Dividend Paying Agent, Invesco Investment Services, Inc., P.O. Box 219078, Kansas City, Missouri, 64121-0978
Records may also be maintained at the offices of:
Invesco Asset Management Deutschland GmbH
An der Welle 5
1st Floor
Frankfurt, Germany 60322
Invesco Asset Management Limited Ltd.
Perpetual Park
Perpetual Park Drive
Henley on Thames
Oxfordshire, RG91HH
United Kingdom
Invesco Asset Management (Japan) Limited Roppongi Hills Mori Tower 14F
6-10-1 Roppongi
Minato-ku, Tokyo 106-6114
Invesco Hong Kong Limited
41/F Champion Tower
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Three 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 |
None.
Item 35. | Undertakings |
Not applicable.
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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 5th day of June, 2017.
Registrant: | AIM EQUITY FUNDS | |||
(INVESCO EQUITY FUNDS) | ||||
By: |
/s/ Sheri Morris |
|||
Sheri Morris, 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/ Sheri Morris |
President & Treasurer | June 5, 2017 | ||
(Sheri Morris) | (Principal Executive Officer) | |||
/s/ David C. Arch* |
Trustee | June 5, 2017 | ||
(David C. Arch) | ||||
/s/ James T. Bunch* |
Trustee | June 5, 2017 | ||
(James T. Bunch) | ||||
/s/ Bruce L. Crockett* |
Chair & Trustee | June 5, 2017 | ||
(Bruce L. Crockett) | ||||
/s/ Jack M. Fields* |
Trustee | June 5, 2017 | ||
(Jack M. Fields) | ||||
/s/ Martin L. Flanagan* |
Trustee | June 5, 2017 | ||
(Martin L. Flanagan) | ||||
/s/ Cynthia Hostetler** |
Trustee | June 5, 2017 | ||
(Cynthia Hostetler) | ||||
/s/ Eli Jones* |
Trustee | June 5, 2017 | ||
(Eli Jones) | ||||
/s/ Prema Mathai-Davis* |
Trustee | June 5, 2017 | ||
(Prema Mathai-Davis) | ||||
/s/ Teresa M. Ressel** |
Trustee | June 5, 2017 | ||
(Teresa M. Ressel) | ||||
/s/ Larry Soll* |
Trustee | June 5, 2017 | ||
(Larry Soll) |
/s/ Ann Barnett Stern** |
Trustee | June 5, 2017 | ||
(Ann Barnett Stern) | ||||
/s/ Raymond Stickel, Jr.* |
Trustee | June 5, 2017 | ||
(Raymond Stickel, Jr.) | ||||
/s/ Philip A. Taylor* |
Trustee | June 5, 2017 | ||
(Philip A. Taylor) | ||||
/s/ Robert C. Troccoli** |
Trustee | June 5, 2017 | ||
(Robert C. Troccoli) | ||||
/s/ Christopher L. Wilson |
Trustee | June 5, 2017 | ||
(Christopher L. Wilson) | ||||
/s/ Kelli Gallegos |
Vice President & Assistant Treasurer (Principal Financial Officer) |
June 5, 2017 | ||
(Kelli Gallegos) |
By |
/s/ Sheri Morris |
|
Sheri Morris | ||
Attorney-in-Fact |
* | Sheri Morris, pursuant to powers of attorney dated May 4, 2016, filed in the Registrants Post-Effective Amendment No. 117 on February 24, 2017. |
** | Sheri Morris, pursuant to powers of attorney dated March 28, 2017, filed in the Registrants Post-Effective Amendment No. 119 on March 31, 2017. |
INDEX
Exhibit
|
Description |
|
a | Fourth Amended and Restated Agreement and Declaration of Trust of Registrant, dated April 11, 2017. | |
h(1)(f) | Form of Amendment No. 5, dated [ ], to the Fourth Amended and Restated Transfer Agency and Service Agreement, dated July 1, 2010, between Registrant and Invesco Investment Services, Inc. | |
h(5)a | Memorandum of Agreement, regarding expense limitations, dated April 4, 2017, between Registrant and Invesco Advisers, Inc. | |
h(5)(b) | Form of Memorandum of Agreement, regarding expense limitations, dated July 1, 2017, between Registrant and Invesco Advisers, Inc. | |
i | Opinion and Consent of Stradley Ronon Stevens & Young, LLP. | |
j | Consent of PricewaterhouseCoopers LLP. | |
m(1)(d) | Amendment No. 3, dated September 1, 2016, to the Third Amended and Restated Distribution Plan Class A, A2, C, Investor Class, P, R, S, Series II Shares, Cash Reserve Shares and Classes of Shares of Short-Term Investment Trust (Compensation). | |
m(1)(e) | Amendment No. 4, dated October 28, 2016, to the Third Amended and Restated Distribution Plan Class A, A2, C, Investor Class, P, R, S, Series II Shares, Cash Reserve Shares and Classes of Shares of Short-Term Investment Trust (Compensation). | |
m(1)(f) | Amendment No. 5, dated December 1, 2016, to the Third Amended and Restated Distribution Plan Class A, A2, C, Investor Class, P, R, S, Series II Shares, Cash Reserve Shares and Classes of Shares of Short-Term Investment Trust (Compensation). | |
m(1)(g) | Amendment No. 6, dated February 27, 2017, to the Third Amended and Restated Distribution Plan Class A, A2, C, Investor Class, P, R, S, T, Series II Shares, Cash Reserve Shares and Classes of Shares of Short-Term Investments Trust (Compensation). | |
m(1)(h) | Form of Amendment No. 7, dated June 9, 2017, to the Third Amended and Restated Distribution Plan Class A, A2, C, Investor Class, P, R, S, Series II Shares, Cash Reserve Shares and Classes of Shares of Short-Term Investments Trust (Compensation). | |
n(b) | Form of Twenty-Second Amended and Restated Multiple Class Plan of the AIM Family of Funds ® effective December 12, 2001, as amended and restated, [ ]. |
FOURTH AMENDED AND RESTATED
AGREEMENT AND DECLARATION OF TRUST
OF
AIM EQUITY FUNDS (INVESCO EQUITY FUNDS)
FOURTH AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST of AIM Equity Funds (Invesco Equity Funds) is made the 11 th day of April, 2017 by the parties signatory hereto, as Trustees.
WHEREAS the Trust was formed on December 6, 1999 by the filing of a Certificate of Trust with the office of the Secretary of State of the State of Delaware pursuant to a Declaration of Trust, dated as of December 6, 1999 (the Original Declaration);
WHEREAS the Trust has been formed to carry on the business of an open-end management investment company as defined in the 1940 Act;
WHEREAS the Trustees have agreed to manage all property coming into their hands as trustees of a Delaware statutory trust in accordance with the provisions of the Delaware Statutory Trust Act, as amended from time to time, and the provisions hereinafter set forth; and
WHEREAS the Board of Trustees desires to amend and restate the Original Declaration in the manner hereinafter set forth.
NOW, THEREFORE, the Trustees hereby declare that:
(i) the Original Declaration is amended and restated in its entirety in the manner hereinafter set forth;
(ii) all cash, securities and other assets that the Trust may from time to time acquire in any manner shall be managed and disposed of upon the terms and conditions as hereinafter set forth; and
(iii) this Amended and Restated Agreement and Declaration of Trust and the Bylaws shall be binding in accordance with their terms on every Trustee, by virtue of having become a Trustee of the Trust, and on every Shareholder, by virtue of having become a Shareholder of the Trust, pursuant to the terms of this Agreement and the Bylaws.
ARTICLE I
NAME, DEFINITIONS, PURPOSE AND CERTIFICATE OF TRUST
Section 1.1 Name . The name of the statutory trust is AIM Equity Funds (Invesco Equity Funds), and the Trustees may transact the Trusts affairs in that name or any other name as the Board of Trustees may from time to time designate. The Trustees may, without Shareholder approval, change the name of the Trust or any Portfolio or Class. Any name change of any Portfolio or Class shall become effective upon approval by the Trustees of such change or any document (including any Registration Statement) reflecting such change. Any name change of the Trust shall become effective upon the filing of a certificate of amendment under the Delaware Act reflecting such change. Any such action shall have the status of an amendment to this Agreement. In the event of any name change, the Trustees shall cause notice to be given to the affected Shareholders within a reasonable time after the implementation of such change, which notice will be deemed given if the
1
changed name is reflected in any Registration Statement. The Trust shall constitute a Delaware statutory trust in accordance with the Delaware Act.
Section 1.2 Definitions . Whenever used herein, unless otherwise required by the context or specifically provided in the Governing Instrument:
(a) | Affiliated Person, Commission, Company, Interested Person, Person, and Principal Underwriter shall have the meanings given them in the 1940 Act, as modified by or interpreted by any applicable order or orders of the Commission or any rules or regulations adopted or interpretive releases of the Commission thereunder; |
(b) | Agreement means this Amended and Restated Agreement and Declaration of Trust, as it may be amended, restated or supplemented from time to time; |
(c) | allocable has the meaning specified in Section 2.5(d); |
(d) | allocated has the meaning specified in Section 2.5(d); |
(e) | Board of Trustees or Board shall mean the governing body of the Trust, that is comprised of the number of Trustees of the Trust fixed from time to time pursuant to Article III hereof, having the powers and duties set forth herein; |
(f) | Bylaws means the Bylaws of the Trust as amended, restated or supplemented from time to time by the Trustees; |
(g) | Certificate of Trust shall mean the certificate of trust of the Trust filed on December 6, 1999 with the office of the Secretary of State of the State of Delaware as required under the Delaware Act, as such certificate may be amended or restated from time to time; |
(h) | Class means a portion of Shares of a Portfolio of the Trust established in accordance with the provisions of Section 2.3(b); |
(i) | Class Expenses means expenses incurred by a particular Class in connection with a shareholder services arrangement or a distribution plan that is specific to such Class or any other differing share of expenses or differing fees, in each case pursuant to a plan adopted by the Trust pursuant to Rule 18f-3 under the 1940 Act, as such plan or Rule may be amended from time to time; |
(j) | Code means the Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated thereunder; |
(k) | Covered Person means a person who is or was a Trustee, officer, employee or agent of the Trust, or is or was serving at the request of the Trustees as a director, trustee, partner, officer, employee or agent of another foreign or domestic corporation, trust, partnership, joint venture or other enterprise; |
(l) | Delaware Act refers to the Delaware Statutory Trust Act, 12 Del. C. § 3801 et seq., as such Act may be amended from time to time; |
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(m) | Governing Instrument means collectively this Agreement, the Bylaws and all written committee and sub-committee charters adopted by the Trustees and any amendments or modifications thereto; |
(n) | Majority Shareholder Vote means the vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Trust, Portfolio, or Class, as applicable; |
(o) | Majority Trustee Vote means the voting standard set forth in Article II, Section 4 of the Bylaws; |
(p) | 1940 Act means the Investment Company Act of 1940, as amended from time to time, and the rules promulgated thereunder; |
(q) | Outstanding Shares means Shares shown on the books of the Trust or any Portfolio or the Trusts transfer agent as then issued and outstanding, and includes Shares of one Portfolio that the Trust has purchased on behalf of another Portfolio, but excludes Shares of a Portfolio that the Trust has redeemed or repurchased; |
(r) | Portfolio means a series of Shares of the Trust within the meaning of Section 3804(a) of the Delaware Act, established in accordance with the provisions of Section 2.3(a); |
(s) | Proportionate Interest has the meaning specified in Section 2.5(d); |
(t) | Purchasing Portfolio has the meaning specified in Section 2.9; |
(u) | Record Owner means, as of any particular time, a record owner of Outstanding Shares of the Trust shown on the books of the Trust or any Portfolio or the Trusts transfer agent as then issued and outstanding at such time; |
(v) | Registration Statement shall mean the Trusts registration statement or statements as filed with the Commission, as from time to time in effect and shall include any prospectus or statement of additional information forming a part thereof; |
(w) | Schedule A has the meaning specified in Section 2.3(a); |
(x) | Selling Portfolio has the meaning specified in Section 2.9; |
(y) | Shareholder means, as of any particular time, an owner of Outstanding Shares, whether beneficially or of record, of the Trust; |
(z) | Shares means, as to a Portfolio or any Class thereof, the equal proportionate transferable units of beneficial interest into which the beneficial interest of such Portfolio or such Class thereof shall be divided and may include fractions of Shares in 1/1000 th of a Share or integral multiples thereof as well as whole Shares; |
(aa) |
Trust means AIM Equity Funds (Invesco Equity Funds), the Delaware statutory trust formed under the Original Declaration, as amended and restated by this Agreement, and by filing of the Certificate of Trust with the |
3
office of the Secretary of State of the State of Delaware and governed by this Agreement, as such instruments may be further amended, restated or supplemented from time to time, and reference to the Trust, when applicable to one or more Portfolios, shall refer to each such Portfolio; |
(bb) | Trust Property means any and all property, real or personal, tangible or intangible, which is owned or held by or for the account of the Trust or any Portfolio, or by the Trustees on behalf of the Trust or any Portfolio; and |
(cc) | Trustees means the natural persons who have signed this Agreement as trustees and all other natural persons who may from time to time be duly appointed as Trustee in accordance with the provisions of Section 3.4, or elected as Trustee by the Shareholders, in each case so long as they shall continue to serve as trustees of the Trust in accordance with the terms hereof, and reference herein to a Trustee or to the Trustees shall refer to such natural persons in their capacity as Trustees hereunder. |
In this Agreement or in any amended, restated or supplemented Agreement, references to this Agreement, and all expressions like herein, hereof, and hereunder, shall be deemed to refer to this Agreement as amended, restated or supplemented. All expressions like his, he, and him, shall be deemed to include the feminine and neuter, as well as masculine, genders.
Section 1.3 Purpose . The purpose of the Trust is to conduct, operate and carry on the business of an open-end management investment company registered under the 1940 Act through one or more Portfolios investing primarily in securities and to carry on such other business as the Trustees may from time to time determine pursuant to their authority under this Agreement.
ARTICLE II
BENEFICIAL INTEREST
Section 2.1 Shares of Beneficial Interest . The beneficial interests of the Trust shall be divided into an unlimited number of Shares. The Trust is authorized (A) to establish and designate one or more series of beneficial interests within the meaning of Section 3804(a) of the Delaware Act, which shall constitute the Trusts Portfolio(s), and (B) to divide the Shares of any Portfolio into one or more separate and distinct Classes. All Shares issued hereunder, including without limitation, Shares issued in connection with a dividend or other distribution in Shares or a split or reverse split of Shares, shall be fully paid and nonassessable.
Section 2.2 Issuance of Shares . The Trustees in their discretion may, from time to time, without vote of the Shareholders, issue Shares, in addition to the then issued and Outstanding Shares, to such party or parties and for such amount and type of consideration, subject to applicable law, including cash or securities, at such time or times and on such terms as the Trustees may deem appropriate, and may in such manner acquire other assets (including the acquisition of assets subject to, and in connection with, the assumption of liabilities) and businesses. In connection with any issuance of Shares, the Trustees may issue fractional Shares. The Trustees may from time to time divide or combine the Shares into a greater or lesser number without thereby changing the proportionate beneficial interests in the Trust. Contributions to the Trust may be accepted for, and Shares shall be redeemed as, whole Shares and/or 1/1,000 th of a Share or integral multiples thereof.
Section 2.3 Establishment of Portfolios and Classes .
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(a) | The Trust shall consist of one or more separate and distinct Portfolios, each with an unlimited number of Shares unless otherwise specified. The Trustees hereby establish and designate the Portfolios listed on Schedule A attached hereto and made a part hereof (Schedule A). Each additional Portfolio shall be established by the adoption of one or more resolutions by the Trustees that sets forth the designation of, or otherwise identifies, such Portfolio, whether directly in such resolution or by reference to, or approval of, another document that sets forth the designation of, or otherwise identifies, such Portfolio including any Registration Statement, any amendment of this Agreement and/or Schedule A or as otherwise provided in such resolution. Upon the establishment of any Portfolio or the termination of any existing Portfolio, Schedule A shall be amended to reflect the addition or termination of such Portfolio and any officer of the Trust is hereby authorized to make such amendment; provided that the amendment of Schedule A shall not be a condition precedent to the establishment or termination of any Portfolio in accordance with this Agreement. The Shares of each Portfolio shall have the relative rights and preferences provided for herein and such rights and preferences as may be designated by the Trustees in any amendment or modification to the Trusts Governing Instrument, unless the establishing resolution or any other resolution adopted pursuant to this Section 2.3 or the Registration Statement otherwise provides. The Trust shall maintain separate and distinct records of each Portfolio and shall hold the assets belonging to such Portfolio in such separate and distinct records and shall account for such assets in such separate and distinct records separately from the other Trust Property and the assets belonging to any other Portfolio. Each Share of a Portfolio shall represent an equal beneficial interest in the net assets belonging to that Portfolio, except to the extent of Class Expenses and other expenses separately allocated to Classes thereof (if any Classes have been established) as permitted herein. Any action that may be taken by the Trustees with respect to any Portfolio, including any addition, modification, division, combination, classification, reclassification, change of name or termination may be made in the same manner as the establishment of such Portfolio. |
(b) |
The Trustees may establish one or more Classes of Shares of any Portfolio, each with an unlimited number of Shares unless otherwise specified. The Trustees hereby establish and designate the Classes listed on Schedule A attached hereto and made a part hereof. Each additional Class shall be established by the adoption of one or more resolutions by the Trustees that set(s) forth the designation of, or otherwise identifies, such Class, whether directly in such resolution or by reference to, or approval of, another document that sets forth the designation of, or otherwise identifies, such Class including any Registration Statement, any amendment of this Agreement and/or Schedule A or as otherwise provided in such resolution. Upon the establishment of any Class of Shares of any Portfolio or the termination of any existing Class of Shares, Schedule A shall be amended to reflect the addition or termination of such Class and any officer of the Trust is hereby authorized to make such amendment; provided that the amendment of Schedule A shall not be a condition precedent to the establishment or termination of any Class in accordance with this Agreement. The Shares of each Class shall have the relative rights and preferences provided for herein and such rights and preferences as may be designated by the Trustees in any amendment or modification to the Trusts Governing Instrument, unless the establishing resolution or any other resolution adopted pursuant to Section 2.3 or the Registration Statement otherwise provides. Each Class so established and |
5
designated shall represent a Proportionate Interest (as defined in Section 2.5(d)) in the net assets belonging to that Portfolio and shall have identical voting, dividend, liquidation, and other rights and be subject to the same terms and conditions, except that (1) Class Expenses allocated to a Class for which such expenses were incurred shall be borne solely by that Class, (2) other expenses, costs, charges, and reserves allocated to a Class in accordance with Section 2.5(e) may be borne solely by that Class, provided that the allocation of such other expenses, costs, charges, and reserves is not specifically required to be set forth in a plan adopted by the Trust pursuant to Rule 18f-3 under the Act, (3) dividends declared and payable to a Class pursuant to Section 7.1 shall reflect the items separately allocated thereto pursuant to the preceding clauses, (4) each Class may have separate rights to convert to another Class, exchange rights, and similar rights, each as determined by the Trustees, and (5) each Class may have exclusive voting rights with respect to matters affecting only that Class. |
Section 2.4 Actions Affecting Portfolios and Classes . The Trustees shall have full power and authority, in their sole discretion without obtaining any prior authorization or vote of the Shareholders of any Portfolio, or Class thereof, to establish and designate and to change in any manner any Portfolio of Shares, or any Class or Classes thereof; to fix or change such preferences, voting powers, rights, and privileges of any Portfolio, or Classes thereof, as the Trustees may from time to time determine, including any change that may adversely affect a Shareholder; to divide or combine the Shares of any Portfolio, or Classes thereof, into a greater or lesser number of Shares; to classify or reclassify or convert any issued or unissued Shares of any Portfolio, or Classes thereof, into one or more Portfolios or Classes of Shares of a Portfolio and, in connection therewith, to cause some or all of the Shareholders of such Portfolio or Class to be admitted as Shareholders of such other Portfolio or Class; and to take such other action with respect to the Shares as the Trustees may deem desirable. A Portfolio and any Class thereof may issue any number of Shares but need not issue any Shares. At any time that there are no Outstanding Shares of any particular Portfolio or Class previously established and designated, the Trustees may abolish that Portfolio or Class and the establishment and designation thereof.
Section 2.5 Relative Rights and Preferences . Unless the establishing resolution or any other resolution adopted pursuant to Section 2.3 or the Registration Statement otherwise provides, Shares of each Portfolio or Class thereof established hereunder shall have the following relative rights and preferences:
(a) | Except as set forth in paragraph (e) of this Section 2.5, each Share of a Portfolio, regardless of Class, shall represent an equal pro rata interest in the assets belonging to such Portfolio and shall have identical voting, dividend, liquidation and other rights, preferences, powers, restrictions, limitations, qualifications and designations and terms and conditions with each other Share of such Portfolio. |
(b) | Shareholders shall have no preemptive or other right to subscribe to any additional Shares or other securities issued by the Trust or the Trustees, whether of the same or other Portfolio (or Class). |
(c) |
All consideration received by the Trust for the issue or sale of Shares of a particular Portfolio, together with all assets in which such consideration is invested or reinvested, all income, earnings, profits, and proceeds thereof, including any proceeds derived from the sale, exchange, or liquidation of such assets, and any funds or payments derived from any reinvestment of such |
6
proceeds in whatever form the same may be, shall be held in separate and distinct records and accounted for in such separate and distinct records separately from the other assets of the Trust and of every other Portfolio and may be referred to herein as assets belonging to that Portfolio. The assets belonging to a particular Portfolio shall belong to that Portfolio for all purposes, and to no other Portfolio, subject only to the rights of creditors of that Portfolio. In addition, any assets, income, earnings, profits or funds, or payments and proceeds with respect thereto, which are not readily identifiable as belonging to any particular Portfolio shall be allocated by the Trustees between and among one or more of the Portfolios in such manner as the Trustees, in their sole discretion, deem fair and equitable. Each such allocation shall be conclusive and binding upon the Shareholders of all Portfolios thereof for all purposes, and such assets, income, earnings, profits, or funds, or payments and proceeds with respect thereto shall be assets belonging to that Portfolio. |
(d) | Each Class of a Portfolio shall have a proportionate undivided interest (as determined by or at the direction of, or pursuant to authority granted by, the Trustees, consistent with industry practice) (Proportionate Interest) in the net assets belonging to that Portfolio. References herein to assets, expenses, charges, costs, and reserves allocable or allocated to a particular Class of a Portfolio shall mean the aggregate amount of such item(s) of the Portfolio multiplied by the Classs Proportionate Interest. |
(e) | A particular Portfolio shall be charged with the liabilities of that Portfolio, and all expenses, costs, charges and reserves attributable to any particular Portfolio shall be borne by such Portfolio; provided that the Trustees may, in their sole discretion, allocate or authorize the allocation of particular expenses, costs, charges, and/or reserves of a Portfolio to fewer than all the Classes thereof. Class Expenses shall, in all cases, be allocated to the Class for which such Class Expenses were incurred. Any general liabilities, expenses, costs, charges or reserves of the Trust (or any Portfolio) that are not readily identifiable as chargeable to or bearable by any particular Portfolio (or any particular Class) shall be allocated and charged by the Trustees between or among any one or more of the Portfolios (or Classes) in such manner as the Trustees in their sole discretion deem fair and equitable. Each such allocation shall be conclusive and binding upon the Shareholders of all Portfolios (or Classes) for all purposes. Without limitation of the foregoing provisions of this Section 2.5(e), (i) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular Portfolio shall be enforceable against the assets of such Portfolio only, and not against the assets of the Trust generally or assets belonging to any other Portfolio, and (ii) none of the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the Trust generally that have not been allocated to a specified Portfolio, or with respect to any other Portfolio, shall be enforceable against the assets of such specified Portfolio. Notice of this contractual limitation on inter-Portfolio liabilities is set forth in the Trusts Certificate of Trust described in Section 1.4, and, accordingly, the statutory provisions of Section 3804 of the Delaware Act relating to limitations on inter-Portfolio liabilities (and the statutory effect under Section 3804 of setting forth such notice in the Certificate of Trust) are applicable to the Trust and each Portfolio. |
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(f) | Notwithstanding any other provisions of this Agreement, no dividend or distribution on the Shares of any Portfolio, including any distribution paid in connection with termination of the Trust or such Portfolio or any Class of such Portfolio, nor any redemption or repurchase of, the Shares of such Portfolio or Class shall be effected by the Trust other than from the assets held with respect to such Portfolio, nor shall any Shareholder of any particular Portfolio otherwise have any right or claim against the assets held with respect to any other Portfolio except to the extent that such Shareholder has such a right or claim hereunder as a Shareholder of such other Portfolio. |
(g) | Except as provided for in Section 2.9, Shares redeemed or repurchased by a Portfolio or the Trust shall be deemed to be canceled. |
(h) | Any Trustee, officer or other agent of the Trust, and any organization in which any such Person has an economic or other interest, may acquire, own, hold and dispose of Shares in the Trust, whether such Shares are authorized but unissued, or already outstanding, to the same extent as if such Person were not a Trustee, officer or other agent of the Trust; and the Trust may issue and sell and may purchase such Shares from any such Person or any such organization, subject to the limitations, restrictions or other provisions applicable to the sale or purchase of such shares herein, the 1940 Act and other applicable law. |
(i) | The Trust may issue Shares in fractional denominations of 1/1000 th of a Share or integral multiples thereof to the same extent as its whole Shares, and Shares in fractional denominations shall be Shares having proportionately to the respective fractions represented thereby all the rights of whole Shares of the same Portfolio (or Class), including without limitation, the right to vote, the right to receive dividends and distributions and the right to participate upon termination of the Trust or any Portfolio. |
(j) | The Trustees shall have the authority to provide that the Shareholders of any Portfolio or Class shall have the right to exchange such Shares for Shares of one or more other Portfolio or Class of Shares or for interests in one or more trusts, corporations or other business entities (or a portfolio or series or class of any of the foregoing) in accordance with such requirements and procedures as may be established by the Trustees. |
All references to Shares in this Agreement shall be deemed to be shares of any or all Portfolios, or Classes thereof, as the context may require. All provisions herein relating to the Trust shall apply equally to each Portfolio of the Trust, and each Class thereof, except as the context otherwise requires.
Section 2.6 Investment in the Trust . Investments may be accepted by the Trust from such Persons, at such times, on such terms, and for such consideration, which may consist of cash or tangible or intangible property or a combination thereof, as the Trustees from time to time may authorize. At the Trustees sole discretion, such investments, subject to applicable law, may be in the form of cash or securities in which the affected Portfolio is authorized to invest, valued as provided in applicable law. Each such investment shall be recorded in the individual Shareholders account in the form of full and fractional Shares of the Trust, in such Portfolio (or Class) as the Shareholder shall select. The Trustees and their authorized agents shall have the right to refuse to issue Shares to any Person at any time and for any reason.
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Section 2.7 Personal Liability of Shareholders . No Shareholder of the Trust shall be personally liable for the debts, liabilities, obligations and expenses incurred by, contracted for, or otherwise existing with respect to, the Trust or any Portfolio (or Class) thereof. Neither the Trust nor the Trustees, nor any officer, employee, or agent of the Trust shall have any power to bind personally any Shareholder or to call upon any Shareholder for the payment of any sum of money or assessment whatsoever other than such as the Shareholder may at any time personally agree to pay by way of subscription for any Shares or otherwise. The Shareholders shall be entitled, to the fullest extent permitted by applicable law, to the same limitation of personal liability as is extended under the Delaware General Corporation Law to stockholders of private corporations for profit. Every note, bond, contract or other undertaking issued by or on behalf of the Trust or the Trustees relating to the Trust or to any Portfolio shall include a recitation limiting the obligation represented thereby to the Trust and its assets or to one or more Portfolios and the assets belonging thereto (but the omission of such a recitation shall not operate to bind any Shareholder or Trustee of the Trust or otherwise limit any benefits set forth in the Delaware Act that may be applicable to such Persons).
Section 2.8 Assent to Agreement . Every Shareholder, by virtue of having purchased a Share, shall be bound by, the terms of the Governing Instrument. The death, incapacity, dissolution, termination or bankruptcy of a Shareholder during the continuance of the Trust shall not operate to terminate the Trust nor entitle the representative of any deceased Shareholder to an accounting or to take any action in court or elsewhere against the Trust or the Trustees, but only to rights of said decedent under the Governing Instrument. Ownership of Shares shall not entitle the Shareholder to any title in or to the whole or any part of the Trust Property or right to call for a partition or division of the same or for an accounting, nor shall the ownership of Shares constitute the Shareholders as partners. Ownership of Shares shall not make the Shareholders third party beneficiaries of any contract entered into by the Trust.
Section 2.9 Purchases of Shares Among Portfolios . The Trust may purchase, on behalf of any Portfolio (the Purchasing Portfolio), Shares of another Portfolio (the Selling Portfolio) or any Class thereof. Shares of the Selling Portfolio so purchased on behalf of the Purchasing Portfolio shall be Outstanding Shares, and shall have all preferences, voting powers, rights and privileges established for such Shares.
Section 2.10 Disclosure of Holding . The Shareholders shall upon demand disclose to the Trustees in writing such information with respect to direct or indirect ownership of Shares as the Trustees deem to be (i) in the best interests of the Trust or (ii) necessary to comply with the provisions of the Code, the 1940 Act or other applicable laws or regulations, or to comply with the requirements of any other taxing or regulatory authority.
ARTICLE III
THE TRUSTEES
Section 3.1 Management of the Trust . The Trustees shall have exclusive and absolute control over the Trust Property and over the business of the Trust to the same extent as if the Trustees were the sole owners of the Trust Property and business in their own right, but with such powers of delegation as may be permitted by this Agreement. The Trustees shall have power to conduct the business of the Trust and carry on its operations in any and all of its branches and maintain offices both within and without the State of Delaware, in any and all states of the United States of America, in the District of Columbia, in any and all commonwealths, territories, dependencies, colonies, or possessions of the United States of America, and in any and all foreign jurisdictions and to do all such other things and execute all such instruments as they deem necessary, proper or desirable in
9
order to promote the interests of the Trust although such things are not herein specifically mentioned. Any determination as to what is in the interests of the Trust made by the Trustees in good faith shall be conclusive. In construing the provisions of this Agreement, the presumption shall be in favor of a grant of power to the Trustees.
The enumeration of any specific power in this Agreement shall not be construed as limiting the aforesaid power. The powers of the Trustees may be exercised without order of or resort to any court or other authority.
Section 3.2 Trustees . The number of Trustees shall be such number as shall be fixed from time to time by a majority of the Trustees; provided, however, that the number of Trustees shall in no event be less than two (2) nor more than (15). The natural persons who have executed this Agreement shall be the Trustees as of the date hereof.
Section 3.3 Terms of Office of Trustees . The Trustees shall hold office during the lifetime of this Trust, and until its termination as herein provided; except that (A) any Trustee may resign his trusteeship or may retire by written instrument signed by him and delivered to the other Trustees, which shall take effect upon such delivery or upon such later date as is specified therein; (B) any Trustee may be removed at any time by written instrument signed by at least two-thirds of the number of Trustees prior to such removal, specifying the date when such removal shall become effective; (C) any Trustee who has died, become physically or mentally incapacitated by reason of disease or otherwise, or is otherwise unable to serve, may be retired by written instrument signed by a majority of the other Trustees, specifying the date of his retirement; (D) a Trustee may be removed at any meeting of the Shareholders by a vote of the Shareholders owning at least two-thirds (66 2/3%) of the Outstanding Shares; and (E) a Trustee shall be retired in accordance with the terms of any retirement policy adopted by the Trustees and in effect from time to time.
Section 3.4 Vacancies and Appointment of Trustees . In case of the declination to serve, death, resignation, retirement or removal of a Trustee, or a Trustee is otherwise unable to serve, or an increase in the number of Trustees, a vacancy shall occur. Whenever a vacancy in the Board of Trustees shall occur, until such vacancy is filled, the other Trustees shall have all the powers hereunder and the determination of the other Trustees of such vacancy shall be conclusive. In the case of any vacancy, the remaining Trustees may fill such vacancy by appointing such other person as they in their discretion shall see fit, or may leave such vacancy unfilled or may reduce the number of Trustees to not less than two (2) Trustees. Such appointment shall be evidenced by a written instrument signed by a majority of the Trustees in office or by resolution of the Board of Trustees, duly adopted, which shall be recorded in the minutes of a meeting of the Trustees, whereupon the appointment shall take effect.
Shareholders shall not be entitled to elect Trustees except as required by the 1940 Act, or as otherwise considered necessary or desirable by the Trustees in their sole discretion. To the extent required by the 1940 Act, the Shareholders shall elect the Trustees on such dates as the Trustees may fix from time to time. The Shareholders may elect Trustees at any meeting of Shareholders called by the Trustees for that purpose. In the event that after the proxy material has been printed for a meeting of Shareholders at which Trustees are to be elected any one or more nominees named in such proxy material dies or become incapacitated or is otherwise unable or unwilling to serve, the authorized number of Trustees shall be automatically reduced by the number of such nominees, unless the Board of Trustees prior to the meeting shall otherwise determine. A meeting of Shareholders for the purpose of electing or removing one or more Trustees shall be called as provided in the Bylaws. An appointment of a Trustee may be made by the Trustees then in office in anticipation of a vacancy to occur by reason of retirement, resignation, or
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removal of a Trustee, or an increase in number of Trustees effective at a later date, provided that said appointment shall become effective only at the time or after the expected vacancy occurs.
Section 3.5 Temporary Absence of Trustee . Any Trustee may, by power of attorney, delegate his power for a period not exceeding six months at any one time to any other Trustee or Trustees, provided that in no case shall fewer than two Trustees personally exercise the other powers hereunder except as herein otherwise expressly provided.
Section 3.6 Effect of Death, Resignation, etc. of a Trustee . The declination to serve, death, resignation, retirement, removal, incapacity, or inability of the Trustees, or any one of them, shall not operate to terminate the Trust or to revoke any existing agency created pursuant to the terms of this Agreement. Whenever there shall be fewer than the designated number of Trustees, until additional Trustees are elected or appointed as provided herein to bring the total number of Trustees equal to the designated number, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all the duties imposed upon the Trustees by this Agreement.
Section 3.7 Ownership of Assets of the Trust . The assets of the Trust and of each Portfolio thereof shall be held separate and apart from any assets now or hereafter held in any capacity other than as Trustee hereunder by the Trustees or any successor Trustees. Legal title in all of the assets of the Trust and the right to conduct any business shall at all times be considered to be held by or in the name of the Trust, except that the Trustees may cause legal title to any Trust Property to be held by the Trustees or in the name of any other Person as nominee on behalf of the Trust. The right, title and interest of the Trustees in the Trust Property shall vest automatically in each Person who may hereafter become a Trustee. Upon the resignation, retirement, removal, declination to serve, incapacity, or death of a Trustee, he or she shall automatically cease to have any right, title or interest in any of the Trust Property, and the right, title and interest of such Trustee in the Trust Property shall vest automatically in the remaining Trustees. Such vesting and cessation of title shall be effective whether or not conveyancing documents have been executed and delivered. No creditor of any Trustee shall have any right to obtain possession, or otherwise exercise legal or equitable remedies with respect to, any Trust Property with respect to any claim against, or obligation of, such Trustee in its individual capacity and not related to the Trust or any Portfolio or Class of the Trust. No Shareholder shall be deemed to have a severable ownership in any individual asset of the Trust, or belonging to any Portfolio, or allocable to any Class thereof, or any right of partition or possession thereof, but each Shareholder shall have, except as otherwise provided for herein, a proportionate undivided beneficial interest in the Trust or in assets belonging to the Portfolio (or allocable to the Class) in which the Shareholder holds Shares. The Shares shall be personal property giving only the rights specifically set forth in this Agreement or the Delaware Act.
Section 3.8 Legal Standard . The Trustees shall be subject to the same fiduciary duties to which the directors of a Delaware corporation would be subject if the Trust were a Delaware corporation, the Shareholders were shareholders of such Delaware corporation and the Trustees were directors of such Delaware corporation, and such modified duties shall replace any fiduciary duties to which the Trustees would otherwise be subject. Without limiting the generality of the foregoing, all actions and omissions of the Trustees shall be evaluated under the doctrine commonly referred to as the business judgment rule, as defined and developed under Delaware law, to the same extent that the same actions or omissions of directors of a Delaware corporation in a substantially similar circumstance would be evaluated under such doctrine. Notwithstanding the foregoing, the provisions of the Governing Instrument, to the extent that they modify, restrict or eliminate the duties (including fiduciary duties), and liabilities relating thereto, of a Trustee otherwise applicable
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under the foregoing standard or otherwise existing at law (statutory or common) or in equity, are agreed by each Shareholder and the Trust to replace such duties and liabilities of such Trustee under the foregoing standard or otherwise existing at law (statutory or common) or in equity.
Section 3.9 Other Business Interests . The Trustees shall devote to the affairs of the Trust such time as may be necessary for the proper performance of their duties hereunder, but neither the Trustees nor the officers, directors, shareholders, partners or employees of the Trustees, if any, shall be expected to devote their full time to the performance of such duties. The Trustees, or any Affiliated Person, shareholder, officer, director, partner or employee thereof, or any Person owning a legal or beneficial interest therein, may engage in, or possess an interest in, any business or venture other than the Trust, of any nature and description, independently or with or for the account of others. None of the Trust or any Shareholder shall have the right to participate or share in such other business or venture or any profit or compensation derived therefrom.
ARTICLE IV
POWERS OF THE TRUSTEES
Section 4.1 Powers . Subject to the provisions of this Agreement, the business of the Trust shall be managed by the Trustees, and the Trustees shall have all powers necessary or convenient to carry out that responsibility including the power to engage in securities transactions of all kinds on behalf of the Trust. The Trustees in all instances shall act as principals, and are and shall be free from the control of the Shareholders. The Trustees shall have full power and authority to do any and all acts and to make and execute any and all contracts and instruments that they may consider necessary or appropriate in connection with the management of the Trust. Without limiting the foregoing and subject to any applicable limitation in the Governing Instrument or applicable law, the Trustees shall have power and authority:
(a) | To invest and reinvest cash and other property, and to hold cash or other property uninvested, without in any event being bound or limited by any present or future law or custom in regard to investments by Trustees, and to sell, exchange, lend, pledge, mortgage, hypothecate, write options on, distribute and otherwise deal with and lease any or all of the assets of the Trust; |
(b) | To operate as, and to carry on the business of, an investment company, and to exercise all the powers necessary and appropriate to the conduct of such operations; |
(c) | To borrow money and in this connection issue notes or other evidence of indebtedness; to secure borrowings by mortgaging, pledging or otherwise subjecting as security the Trust Property; to endorse, guarantee, or undertake the performance of an obligation or engagement of any other Person and to lend Trust Property; |
(d) | To provide for the distribution of Shares either through a principal underwriter in the manner hereafter provided for or by the Trust itself, or both, or otherwise pursuant to a plan of distribution of any kind; |
(e) |
To adopt Bylaws not inconsistent with this Agreement providing for the conduct of the business of the Trust and to amend and repeal them to the |
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extent that they do not reserve such right to the Shareholders; such Bylaws shall be deemed incorporated and included in the Governing Instrument; |
(f) | To elect and remove such officers and appoint and terminate such agents as they consider appropriate; |
(g) | To employ one or more banks, trust companies or companies that are members of a national securities exchange or such other domestic or foreign entities as custodians of any assets of the Trust subject to any conditions set forth the Governing Instrument; |
(h) | To retain one or more transfer agents and shareholder servicing agents; |
(i) | To set record dates in the manner provided herein or in the Bylaws; |
(j) | To delegate such authority as they consider desirable to any officers of the Trust and to any investment adviser, manager, administrator, custodian, underwriter or other agent or independent contractor; |
(k) | To sell or exchange any or all of the assets of the Trust; |
(l) | To vote or give assent, or exercise any rights of ownership, with respect to stock or other securities or property; and to execute and deliver proxies and powers of attorney to such person or persons as the Trustees shall deem proper, granting to such person or persons such power and discretion with relation to securities or property as the Trustee shall deem proper; |
(m) | To exercise powers and rights of subscription or otherwise that in any manner arise out of ownership of securities; |
(n) | To hold any security or property in a form not indicating any trust, whether in bearer, book entry, unregistered or other negotiable form; or either in the name of the Trust or of a Portfolio or a custodian or a nominee or nominees, subject in either case to proper safeguards according to the usual practice of Delaware statutory trusts or investment companies; |
(o) | To establish separate and distinct Portfolios with separately defined investment objectives and policies and distinct investment purposes in accordance with the provisions of Article II hereof and to establish Classes of such Portfolios having relative rights, powers and duties as they may provide consistent with this Agreement and applicable law; |
(p) | Subject to the provisions of Section 3804 of the Delaware Act, to allocate assets, liabilities and expenses of the Trust to a particular Portfolio or to apportion the same between or among two or more Portfolios, provided that any liabilities or expenses incurred by a particular Portfolio shall be payable solely out of the assets belonging to that Portfolio as provided for in Article II hereof; |
(q) | To consent to or participate in any plan for the reorganization, consolidation or merger of any corporation or concern, with respect to any security held in the Trust; to consent to any contract, lease, mortgage, purchase, or sale of property by such corporation or concern, and to pay calls or subscriptions with respect to any security held in the Trust; |
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(r) | To compromise, arbitrate, or otherwise adjust claims in favor of or against the Trust or any matter in controversy including, but not limited to, claims for taxes; |
(s) | To declare and pay dividends and make distributions of income and of capital gains and capital to Shareholders in the manner hereinafter provided; |
(t) | To establish, from time to time, a minimum investment for Shareholders in the Trust or in one or more Portfolios or Classes, and to require the redemption of the Shares of any Shareholder whose investment is less than such minimum upon giving notice to such Shareholder; |
(u) | To redeem or repurchase Shares as provided for in this Agreement, upon such terms and conditions as the Trustees shall establish; |
(v) | To establish one or more committees or sub-committees, to delegate any of the powers of the Trustees to said committees or sub-committees and to adopt a written charter for one or more of such committees or sub-committees governing its membership, duties and operations and any other characteristics as the Trustees may deem proper, each of which committees and sub-committees may consist of less than the whole number of Trustees then in office, and may be empowered to act for and bind the Trustees, the Trust and the Portfolios, as if the acts of such committee or sub-committee were the acts of all the Trustees then in office; |
(w) | To interpret the investment policies, practices or limitations of any Portfolios; |
(x) | To establish a registered office and have a registered agent in the State of Delaware; |
(y) | To enter into joint ventures, general or limited partnerships, limited liability companies, and any other combinations and associations; |
(z) | Subject to the 1940 Act, to engage in any other lawful act or activity in which a statutory trust organized under the Delaware Act may engage; and |
(aa) | In general, to carry on any other business in connection with or incidental to any of the foregoing powers, to do everything necessary, suitable or proper for the accomplishment of any purpose or the attainment of any object or the furtherance of any power hereinbefore set forth, either alone or in association with others, and to do every other act or thing incidental or appurtenant to or growing out of or connected with the aforesaid business or purposes, objects or powers. |
The foregoing clauses shall be construed both as objects and powers, and the foregoing enumeration of specific powers shall not be held to limit or restrict in any manner the general powers of the Trustees. Any action by one or more of the Trustees in their capacity as such hereunder shall be deemed an action on behalf of the Trust or the applicable Portfolio, and not an action in an individual capacity.
The Trustees shall not be limited to investing in obligations maturing before the possible termination of the Trust.
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No one dealing with the Trustees shall be under any obligation to make any inquiry concerning the authority of the Trustees, or to see to the application of any payments made or property transferred to the Trustees or upon their order.
Section 4.2 Issuance, Redemption and Repurchase of Shares . The Trustees shall have the power to issue, sell, repurchase, redeem, retire, cancel, acquire, hold, resell, reissue, dispose of, and otherwise deal in Shares and, subject to the provisions set forth in Articles II and VII hereof, to apply to any such repurchase, redemption, retirement, cancellation or acquisition of Shares any funds or property of the Trust, or any assets belonging to the particular Portfolio or any assets allocable to the particular Class, with respect to which such Shares are issued.
Section 4.3 Principal Transactions . The Trustees may, on behalf of the Trust, buy any securities from or sell any securities to, or lend any assets of the Trust to, any Trustee or officer of the Trust or any firm of which any such Trustee or officer is a member acting as principal, or have any such dealings with any investment adviser, distributor, or transfer agent for the Trust or with any Affiliated Person of such Person; and the Trust may employ any such Person, or firm or Company in which such Person is an Affiliated Person, as broker, legal counsel, registrar, investment adviser, distributor, administrator, transfer agent, dividend disbursing agent, custodian, or in any capacity upon customary terms, subject in all cases to applicable laws, rules, and regulations and orders of regulatory authorities.
Section 4.4 Payment of Expenses by the Trust . The Trustees are authorized to pay or cause to be paid out of the principal or income of the Trust or any Portfolio, or partly out of the principal and partly out of income, and to charge or allocate to, between or among such one or more of the Portfolios (or Classes), as they deem fair, all expenses, fees, charges, taxes and liabilities incurred or arising in connection with the Trust or Portfolio (or Class), or in connection with the management thereof, including, but not limited to, the Trustees compensation and such expenses and charges for the services of the Trusts officers, employees, investment adviser and manager, administrator, principal underwriter, auditors, counsel, custodian, transfer agent, shareholder servicing agent, and such other agents or independent contractors and such other expenses and charges as the Trustees may deem necessary or proper to incur.
Section 4.5 Trustee Compensation . The Trustees as such shall be entitled to reasonable compensation from the Trust. They may fix the amount of their compensation. Nothing herein shall in any way prevent the employment of any Trustee for advisory, management, administrative, legal, accounting, investment banking, underwriting, brokerage, or investment dealer or other services and the payment for the same by the Trust.
Section 4.6 Independent Trustee . A Trustee who is an Independent Trustee, as that term is defined in the Delaware Act, shall be deemed to be independent and disinterested for all purposes when making any determinations or taking any action as a Trustee.
ARTICLE V
INVESTMENT ADVISER, PRINCIPAL UNDERWRITER AND
TRANSFER AGENT
Section 5.1 Investment Adviser . The Trustees may in their discretion, from time to time, enter into an investment advisory or management contract or contracts with respect to the Trust or any Portfolio whereby the other party or parties to such contract or contracts shall undertake to furnish the Trustees with such management, investment
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advisory, statistical and research facilities and services and such other facilities and services, if any, and all upon such terms and conditions, as the Trustees may in their discretion determine.
The Trustees may authorize the investment adviser to employ, from time to time, one or more sub-advisers to perform such of the acts and services of the investment adviser, and upon such terms and conditions, as may be agreed upon among the Trustees, the investment adviser and sub-adviser. Any references in this Agreement to the investment adviser shall be deemed to include such sub-advisers, unless the context otherwise requires.
Section 5.2 Other Service Contracts . The Trustees may authorize the engagement of a principal underwriter, transfer agent, administrator, custodian, and any other service providers they deem to be in the best interest of the Trust.
Section 5.3 Parties to Contract . Any contract of the character described in Sections 5.1 and 5.2 may be entered into with any corporation, firm, partnership, trust, association or other legal entity, although one or more of the Trustees or officers of the Trust may be an officer, director, trustee, shareholder, member, employee or agent or hold any similar office with respect to such other party to the contract.
Section 5.4 Miscellaneous .
(a) | The fact that (i) any of the Shareholders, Trustees or officers of the Trust is a shareholder, director, officer, partner, trustee, employee, manager, adviser, principal underwriter or distributor or agent of or for any Company or of or for any parent or affiliate of any Company, with which an advisory or administration contract, or principal underwriters or distributors contract, or transfer, shareholder servicing, custodian or other agency contract may have been or may hereafter be made, or that any such Company, or any parent or affiliate thereof, is a Shareholder or has an interest in the Trust, or that (ii) any Company with which an advisory or administration contract or principal underwriters or distributors contract, or transfer, shareholder servicing, custodian, or other agency contract may have been or may hereafter be made also has an advisory or administration contract, or principal underwriters or distributors contract, or transfer, shareholder servicing, custodian or other agency contract with one or more other companies, or has other business or interests shall not affect the validity of any such contract or disqualify any Shareholder, Trustee or officer of the Trust from voting upon or executing the same or create any liability or accountability to the Trust or its Shareholders. |
(b) | The authority of the Trustees hereunder to authorize the Trust to enter into contracts or other agreements or arrangements shall include the authority of the Trustees to modify, amend, waive any provision of, supplement, assign all or a portion of, novate, or terminate such contracts, agreements or arrangements. The enumeration of any specific contracts in this Article V shall in no way be deemed to limit the power and authority of the Trustees as otherwise set forth in this Agreement to authorize the Trust to employ, contract with or make payments to such Persons as the Trustees may deem desirable for the transaction of the business of the Trust. |
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ARTICLE VI
SHAREHOLDERS VOTING POWERS AND MEETING
Section 6.1 Voting Powers . The Shareholders shall have power to vote only (i) for the election or removal of Trustees as and to the extent provided in Section 3.4, (ii) with respect to such additional matters relating to the Trust as may be required by federal law including the 1940 Act, or any Registration Statement and (iii) as the Trustees may otherwise consider necessary or desirable in their sole discretion.
Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take any action required or permitted by law or the Governing Instrument that may be taken by Shareholders.
On any matter submitted to a vote of the Shareholders, all Shares shall be voted together, except when required by applicable law or when the Trustees have determined that the matter affects the interests of one or more Portfolios (or Classes), then only the Shareholders of all such affected Portfolios (or Classes) shall be entitled to vote thereon. Each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote, and each fractional Share shall be entitled to a proportionate fractional vote. Provisions relating to meetings, quorum, required vote, record date and other matters relating to Shareholder voting rights are as provided in the Bylaws.
Shareholders shall not be entitled to cumulative voting in the election of Trustees or on any other matter.
Only Record Owners shall have the power to cast a vote at a meeting of Shareholders subject to the voting provisions set forth in the Governing Instrument. Beneficial owners of Shares who are not Record Owners shall not be entitled to cast a vote at a meeting of Shareholders but shall be entitled to provide voting instructions to corresponding Record Owners, subject to any limitations imposed by applicable law.
Section 6.2 Additional Voting Powers and Voting Requirements for Certain Actions . Notwithstanding any other provision of this Agreement, the Shareholders shall have power to vote to approve any amendment to Section 8.4 of this Agreement that would have the effect of reducing the indemnification provided thereby to Shareholders or former Shareholders, and any repeal or amendment of this sentence, and any such action shall require the affirmative vote or consent of Shareholders owning at least two-thirds (66 2/3%) of the Outstanding Shares entitled to vote thereon. In addition, the removal of one or more Trustees by the Shareholders shall require the affirmative vote or consent of Shareholders owning at least two-thirds (66 2/3%) of the Outstanding Shares entitled to vote thereon.
The voting requirements set forth in this Section 6.2 shall be in addition to, and not in lieu of, any vote or consent of the Shareholders otherwise required by applicable law (including, without limitation, any separate vote by Portfolio (or Class) that may be required by the 1940 Act or by other applicable law) or by this Agreement.
ARTICLE VII
NET ASSET VALUE, DISTRIBUTIONS AND REDEMPTIONS
Section 7.1 N et Asset Value . Subject to applicable federal law including the 1940 Act and Article II hereof, the Trustees, in their sole discretion, may prescribe (and delegate to any officer of the Trust or any other Person or Persons the right and obligation to prescribe) such bases and time (including any methodology or plan) for determining the per
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Share or net asset value of the Shares of any Portfolio or Class or net income attributable to the Shares of any Portfolio or Class, or the declaration and payment of dividends and distributions on the Shares of any Portfolio or Class and the method of determining the Shareholders to whom dividends and distributions are payable, as they may deem necessary or desirable.
Section 7.2 Distributions . The Trustees may from time to time declare and pay dividends and make other distributions with respect to any Portfolio, or Class thereof, which may be from income, capital gains or capital. The amount of such dividends or distributions and the payment of them and whether they are in cash or any other Trust Property shall be wholly in the discretion of the Trustees, although the Trustees pursuant to Section 4.1(j) may delegate the authority to set record, declaration, payment and ex-dividend dates, determine the amount of dividends and distributions and pay such dividends and distributions. Dividends and other distributions may be paid pursuant to a standing resolution adopted once or more often as the Trustees determine. The Trustees shall have the power and authority to amend, correct or change the amount of any declared dividend or distribution from time to time until such dividend or distribution has been paid to Shareholders. All dividends and other distributions on Shares of a particular Portfolio or Class shall be distributed pro rata to the Shareholders of that Portfolio or Class, as the case may be, in proportion to the number of Shares of that Portfolio or Class they held on the record date established for such payment, provided that such dividends and other distributions on Shares of a Class shall appropriately reflect Class Expenses and other expenses allocated to that Class. The Trustees may adopt and offer to Shareholders such dividend reinvestment plans, cash distribution payment plans, or similar plans as the Trustees deem appropriate.
Section 7.3 Redemptions . The Trust shall purchase such Shares as are offered by any Shareholder for redemption, upon the presentation of a proper instrument of transfer together with a request directed to the Trust or a Person designated by the Trust that the Trust purchase such Shares or in accordance with such other procedures for redemption as the Trustees may from time to time authorize; and the Trust will pay therefor the net asset value thereof as determined by the Trustees (or by such Person or Persons to whom such determination has been delegated), in accordance with any applicable provisions of this Agreement and applicable law, less any fees imposed on such redemption. Unless extraordinary circumstances exist, payment for said Shares shall be made by the Trust to the Shareholder within seven (7) days after the date on which the request is made in proper form. The obligation set forth in this Section 7.3 is subject to the provision that in the event that any time the New York Stock Exchange (the Exchange) is closed for other than weekends or holidays, or if permitted by the rules and regulations or an order of the Commission during periods when trading on the Exchange is restricted or during any emergency which makes it impracticable for the Trust to dispose of the investments of the Trust or any applicable Portfolio or to determine fairly the value of the net assets held with respect to the Trust or such Portfolio or during any other period permitted by order of the Commission for the protection of investors, such obligations may be suspended or postponed by the Trustees. In the case of a suspension of the right of redemption as provided herein, a Shareholder may either withdraw the request for redemption or receive payment based on the net asset value per Share next determined after the termination of such suspension, less any fees imposed on such redemption. Subject to applicable federal law including the 1940 Act, the redemption price may in any case or cases be paid wholly or partly in kind if the Trustees determine in their sole discretion that such payment is advisable in the interest of the remaining Shareholders of the Trust or any applicable Portfolio or Class thereof for which the Shares are being redeemed, and the fair value, selection and quantity of securities or other property so paid or delivered as all or part of the redemption price may be determined under procedures approved by the Trustees in
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their sole discretion. In no case shall the Trust be liable for any delay of any corporation or other Person in transferring securities selected for delivery as all or part of any payment in kind.
Section 7.4 Redemptions at the Option of the Trust . At the option of the Board of Trustees, the Trust may, from time to time, without the vote of the Shareholders, but subject to the 1940 Act, redeem shares of any Shareholder or authorize the closing of any Shareholder account, subject to such conditions as may be established from time to time by the Board of Trustees and disclosed to Shareholders.
ARTICLE VIII
LIMITATION OF LIABILITY AND INDEMNIFICATION
Section 8.1 Limitation of Liability . A Trustee or officer of the Trust, when acting in such capacity, shall not be personally liable to any person for any act, omission or obligation of the Trust or any Trustee or officer of the Trust; provided, however, that nothing contained herein shall protect any Trustee or officer against any liability to the Trust or to Shareholders to which he 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 office with the Trust.
Section 8.2 Indemnification of Covered Persons . Every Covered Person shall be indemnified by the Trust to the fullest extent permitted by the Delaware Act, the Bylaws and other applicable law.
Section 8.3 Insurance . To the fullest extent permitted by applicable law, the Board of Trustees shall have the authority to purchase with Trust Property insurance for liability and for all expenses reasonably incurred or paid or expected to be paid by a Covered Person in connection with any proceeding in which such Covered Person becomes involved by virtue of such Covered Persons actions, or omissions to act, in its capacity or former capacity with the Trust, whether or not the Trust would have the power to indemnify such Covered Person against such liability.
Section 8.4 Indemnification of Shareholders . In case any Shareholder or former Shareholder of the Trust shall be held to be personally liable solely by reason of his being or having been a Shareholder of the Trust 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 Trust, 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).
ARTICLE IX
MISCELLANEOUS
Section 9.1 Trust Not a Partnership; Taxation . It is hereby expressly declared that a trust and not a partnership is created hereby. No Trustee hereunder shall have any power to bind personally either the Trusts officers or any Shareholder. All persons extending credit to, contracting with or having any claim against the Trust or the Trustees in their capacity as such shall look only to the assets of the appropriate Portfolio or, until the Trustees shall have established any separate Portfolio, of the Trust for payment under such
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credit, contract or claim; and neither the Shareholders, the Trustees, nor the Trusts officers nor any of the agents of the Trustees whether past, present or future, shall be personally liable therefor.
The Board of Trustees shall have the power, in its discretion, to make an initial entity classification election, and to change any such entity classification election, of the Trust and any Portfolio for U.S. federal income tax purposes as may be permitted or required under the Code, without the vote or consent of any Shareholder. In furtherance thereof, the Board of Trustees, or an appropriate officer as determined by the Board of Trustees, is authorized (but not required) to make and sign any such entity classification election on Form 8832, Entity Classification Election (or successor form thereto), on behalf of the Trust or any Portfolio, sign the consent statement contained therein on behalf of all of the Shareholders thereof, and file the same with the U.S. Internal Revenue Service.
Section 9.2 Trustee s Good Faith Action, Expert Advice, No Bond or Surety . The exercise by the Trustees of their powers and discretion hereunder in good faith and with reasonable care under the circumstances then prevailing shall be binding upon everyone interested. Subject to the provisions of Article VIII and to Section 9.1, the Trustees shall not be liable for errors of judgment or mistakes of fact or law. The Trustees may take advice of counsel or other experts with respect to the meaning and operation of this Agreement, and subject to the provisions of Article VIII and Section 9.1, shall be under no liability for any act or omission in accordance with such advice or for failing to follow such advice. The Trustees shall not be required to give any bond as such, nor any surety if a bond is obtained. The appointment, designation or identification of a Trustee as chair of the Trustees, a member or chair of a committee of the Trustees, an expert on any topic or in any area (including an audit committee financial expert), or the lead Independent Trustee, or any other special appointment, designation or identification of a Trustee, shall not impose on that person any standard of care or liability that is greater than that imposed on that person as a Trustee in the absence of the appointment, designation or identification, and no Trustee who has special skills or expertise, or is appointed, designated or identified as aforesaid, shall be held to a higher standard of care by virtue thereof. In addition, no appointment, designation or identification of a Trustee as aforesaid shall affect in any way that Trustees rights or entitlement to indemnification or advancement of expenses.
Section 9.3 Termination of Trust or Portfolio or Class .
(a) | Unless terminated as provided herein, the Trust shall continue without limitation of time. The Trust may be dissolved at any time by the Trustees (without Shareholder approval). A Portfolio may be terminated at any time by the Trustees (without Shareholder approval). Any Class may be terminated at any time by the Trustees (without Shareholder approval). In addition, the dissolution of the Trust shall automatically terminate each Portfolio and each Class. |
(b) | On dissolution of the Trust or termination of any Portfolio pursuant to paragraph (a) above, |
(1) | the Trust or that Portfolio thereafter shall carry on no business except for the purpose of winding up its affairs, |
(2) |
the Trustees shall (i) proceed to wind up the affairs of the Trust or that Portfolio, and all powers of the Trustees under this Agreement with respect thereto shall continue until such affairs have been wound up, including the powers to fulfill or discharge the contracts of the Trust or |
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that Portfolio, (ii) collect its assets or the assets belonging thereto, (iii) sell, convey, assign, exchange, or otherwise dispose of all or any part of those assets to one or more persons at public or private sale for consideration that may consist in whole or in part of cash, securities, or other property of any kind, ((iv) pay or make reasonable provision (including through the use of a liquidating trust) to pay all claims and obligations of the Trust or that Portfolio, including all contingent, conditional or unmatured claims and obligations known to the Trust or that Portfolio, and all claims and obligations which are known to the Trust or that Portfolio, but for which the identity of the claimant is unknown, and claims and obligations that have not been made known to the Trust or that Portfolio or that have not arisen but that, based on the facts known to the Trust or that Portfolio, are likely to arise or to become known to the Trust within 10 years after the date of dissolution, and (v) do all other acts appropriate to liquidate its business, and |
(3) | after paying or adequately providing for the payment of all liabilities, and upon receipt of such releases, indemnities, and refunding agreements as they deem necessary for their protection, the Trustees shall distribute the remaining assets ratably among the Shareholders of the Trust or that Portfolio. |
(c) | On termination of any Class pursuant to paragraph (a) above, |
(1) | the Trust thereafter shall no longer issue Shares of that Class, |
(2) | the Trustees shall do all other acts appropriate to terminate the Class, and |
(3) | the Trustees shall distribute ratably among the Shareholders of that Class, in cash or in kind, an amount equal to the Proportionate Interest of that Class in the net assets of the Portfolio (after taking into account any Class Expenses or other fees, expenses, or charges allocable thereto), and in connection with any such distribution in cash the Trustees are authorized to sell, convey, assign, exchange or otherwise dispose of such assets of the Portfolio of which that Class is a part as they deem necessary. Alternatively, in connection with the termination of any Class, the Trustees may treat such termination as a redemption of the Shareholders of such Class effected pursuant to Section 7.3 of this Agreement provided that the costs relating to the termination of such Class shall be included in the determination of the net asset value of the Shares of such Class for purposes of determining the redemption price to be paid to the Shareholders of such Class (to the extent not otherwise included in such determination). |
(d) | In connection with the dissolution and liquidation of the Trust or the termination of any Portfolio or any Class, the Trustees may provide for the establishment of a liquidating trust or similar vehicle. |
(e) |
On dissolution of the Trust, following completion of winding up of its business, any one (1) Trustee shall execute, and cause to be filed, a certificate of cancellation, with the office of the Secretary of State of the State of Delaware |
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in accordance with the provisions of Section 3810 of the Delaware Act, whereupon the Trust shall terminate and the Trustees and the Trust shall be discharged from all further liabilities and duties hereunder with respect thereto. The Trustees shall not be personally liable to the claimants of the dissolved Trust by reason of the Trustees actions in winding up the Trusts affairs if the Trustees complied with Section 3808(e) of the Delaware Act. |
Section 9.4 Sale of Assets; Merger and Consolidation . The Trustees may cause (i) the Trust or one or more of its Portfolios to the extent consistent with applicable law to sell all or substantially all of its assets to, or be merged into or consolidated with, another Portfolio, statutory trust (or series thereof) or Company (or series thereof), (ii) the Shares of the Trust or any Portfolio (or Class) to be converted into beneficial interests in another statutory trust (or series thereof) created pursuant to this Section 9.4, (iii) the Shares of any Class to be converted into another Class of the same Portfolio, or (iv) the Shares to be exchanged under or pursuant to any state or federal statute to the extent permitted by law. In all respects not governed by statute or applicable law, the Trustees shall have power to prescribe the procedure necessary or appropriate to accomplish a sale of assets, merger or consolidation including the power to create one or more separate statutory trusts to which all or any part of the assets, liabilities, profits or losses of the Trust may be transferred and to provide for the conversion of Shares of the Trust or any Portfolio (or Class) into beneficial interests in such separate statutory trust or trusts (or series or class thereof).
Section 9.5 Filing of Copies, References, Headings . The original or a copy of this Agreement or any amendment hereto or any supplemental agreement shall be kept at the office of the Trust where it may be inspected by any Shareholder. Headings are placed herein for convenience of reference only and in case of any conflict, the text of this Agreement, rather than the headings, shall control. This Agreement and any document, consent or instrument referenced in or contemplated by this Agreement or the Bylaws may be executed in any number of counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument. To the extent permitted by the 1940 Act, (i) any document, consent, instrument or notice referenced in or contemplated by this Agreement or the Bylaws that is to be executed by one or more Trustees may be executed by means of original, facsimile or electronic signature and (ii) any document, consent, instrument or notice referenced in or contemplated by this Agreement or the Bylaws that is to be delivered by one or more Trustees may be delivered by facsimile or electronic means (including e-mail), unless, in the case of either clause (i) or (ii), otherwise determined by the Trustees. The terms include, includes and including and any comparable terms shall be deemed to mean including, without limitation. Any reference to any statute, law, code, rule or regulation shall be deemed to refer to such statute, law, code, rule or regulation as amended or restated from time to time and any successor thereto.
Section 9.6 Governing Law . The Trust and the Governing Instrument (including this Agreement) and the rights, obligations and remedies of the Trustees and Shareholders hereunder, are to be governed by and construed and administered according to the Delaware Act, including the provision that gives maximum freedom to contract, and the other laws of the State of Delaware and the applicable provisions of the 1940 Act. Notwithstanding the foregoing, the following provisions shall not be applicable to the Trust, the Trustees, the Shareholders or the Governing Instrument: (A) the provisions of Sections 3533, 3540, 3561 and 3583(a) of Title 12 of the Delaware Code or (B) any provisions of the laws (statutory or common) of the State of Delaware (other than the Delaware Act) pertaining to trusts which relate to or regulate (i) the filing with any court or governmental body or agency of trustee accounts or schedules of trustee fees and charges, (ii) affirmative requirements to post bonds for trustees, officers, agents or employees of a trust, (iii) the
22
necessity for obtaining court or other governmental approval concerning the acquisition, holding or disposition of real or personal property, (iv) fees or other sums payable to trustees, officers, agents or employees of a trust, (v) the allocation of receipts and expenditures to income or principal, (vi) restrictions or limitations on the permissible nature, amount or concentration of trust investments or requirements relating to the titling, storage or other manner of holding of trust assets, or (vii) the establishment of fiduciary or other standards or responsibilities or limitations on the indemnification, acts or powers of trustees or other Persons, which are inconsistent with the limitations of liabilities or authorities and powers of the Trustees or officers of the Trust set forth or referenced in the Governing Instrument.
The Trust shall be of the type commonly called a statutory trust, and without limiting the provisions hereof, the Trust may exercise all powers which are ordinarily exercised by such a trust under Delaware law. The Trust specifically reserves the right to exercise any of the powers or privileges afforded to trusts or actions that may be engaged in by trusts under the Delaware Act, and the absence of a specific reference herein to any such power, privilege or action shall not imply that the Trust may not exercise such power or privilege or take such actions; provided, however, that the exercise of any such power, privilege or action shall not otherwise violate applicable law.
Section 9.7 Amendments . The Trustees may amend this Agreement by making an amendment to this Agreement or to Schedule A, an agreement supplemental hereto, or an amended and restated trust instrument; and no vote or consent of any Shareholder shall be required for any amendment to this Agreement except as specifically provided in Article VI hereof, as determined by the Trustees in their sole discretion, or as required by federal law including the 1940 Act, but only to the extent so required. Any such amendment, having been approved by a Majority Trustee Vote, shall become effective, unless otherwise provided by such Trustees, upon being executed by a duly authorized officer of the Trust. A certification signed by a duly authorized officer of the Trust setting forth an amendment to this Agreement and reciting that it was duly adopted by the Shareholders or by the Trustees as aforesaid, or a copy of this Agreement, as amended, executed by a majority of the Trustees, or a duly authorized officer of the Trust, shall be conclusive evidence of such amendment when lodged among the records of the Trust. Any officer of the Trust is authorized from time to time to restate this Agreement into a single instrument to reflect all amendments hereto made in accordance with the terms hereof. The Certificate of Trust of the Trust may be restated and/or amended by any Trustee as necessary or desirable to reflect any change in the information set forth therein, and any such restatement and/or amendment shall be effective immediately upon filing with the office of the Secretary of the State of Delaware or upon such future date as may be stated therein.
Section 9.8 Provisions in Conflict with Law . The provisions of this Agreement are severable, and if the Trustees shall determine, with the advice of counsel, that any of such provisions is in conflict with applicable law, the conflicting provision shall be deemed never to have constituted a part of this Agreement; provided, however, that such determination shall not affect any of the remaining provisions of this Agreement or render invalid or improper any action taken or omitted prior to such determination. If any provision of this Agreement shall be held invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall attach only to such provision in such jurisdiction and shall not in any manner affect such provisions in any other jurisdiction or any other provision of this Agreement in any jurisdiction.
Section 9.9 Inspection of Records . Every Trustee shall have the right at any reasonable time to inspect all books, records, and documents of every kind and the physical properties of the Trust. This inspection by a Trustee may be made in person or by an agent
23
or attorney and the right of inspection includes the right to copy and make extracts of documents. Except as may be permitted by Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended from time to time, no Shareholder shall have the right to obtain from the Trust a list of the Trusts Shareholders. Except as required by the 1940 Act, Shareholders shall have no right to inspect the records, documents, accounts and books of the Trust. Any request to inspect the records of the Trust shall be submitted by the Shareholder to the Trust in writing. Upon receipt of any such request, the Trustees shall determine whether delivery of records pertaining to such request is required by the 1940 Act or is otherwise necessary or appropriate, as determined by the Trustees in their sole discretion, and whether such request complies with the requirements of the 1940 Act and, if so, establish procedures for such inspection. To preserve the integrity of the records, the Trust may provide certified copies of Trust records rather than originals. The Trust shall not be required to create records or obtain records from third parties to satisfy a Shareholder request. The Trust may require a requesting Shareholder to pay in advance or otherwise indemnify the Trust for the costs and expenses of such Shareholders inspection of records. The rights provided for in this Section 9.9 shall not extend to any Person who is a Shareholder but not also a Record Owner.
Section 9.10 Use of the Name Invesco . The Board of Trustees expressly agrees and acknowledges that the name Invesco is the sole property of Invesco Ltd. (Invesco). Invesco has granted to the Trust a non-exclusive license to use such name as part of the name of the Trust now and in the future. The Board of Trustees further expressly agrees and acknowledges that the non-exclusive license granted herein may be terminated by Invesco if the Trust ceases to use Invesco or one of its Affiliated Persons as investment adviser or to use other Affiliated Persons or successors of Invesco for such purposes. In such event, the non-exclusive license may be revoked by Invesco and the Trust shall cease using the name Invesco or any name misleadingly implying a continuing relationship between the Trust and Invesco or any of its Affiliated Persons, as part of its name unless otherwise consented to by Invesco or any successor to its interests in such name.
The Board of Trustees further understands and agrees that so long as Invesco and/or any future advisory Affiliated Person of Invesco shall continue to serve as the Trusts investment adviser, other registered open- or closed-end investment companies (funds) and other types of investment vehicles as may be sponsored or advised by Invesco or its Affiliated Persons shall have the right permanently to adopt and to use the name Invesco in their names and in the names of any series or class of shares of such funds.
Section 9.11 D erivative Actions . In addition to the requirements set forth in Section 3816 of the Delaware Act, a Shareholder may bring a derivative action on behalf of the Trust only if the following conditions are met:
(a) | The Shareholder or Shareholders must make a pre-suit demand upon the Trustees to bring the subject action unless an effort to cause the Trustees to bring such an action is not likely to succeed. For purposes of this Section 9.11(a), a demand on the Trustees shall only be deemed not likely to succeed and therefore excused if a majority of the Board of Trustees is composed of Trustees who are not Independent Trustees and the Board of Trustees has not established a committee to consider the merits of such action or, if the Board of Trustees has established such a committee, a majority of that committee is composed of Trustees who are not Independent Trustees; |
(b) |
Unless a demand is not required under paragraph (a) of this Section 9.11, Shareholders eligible to bring such derivative action under the Delaware Act who collectively hold Shares representing ten percent (10%) or more of the |
24
total combined net asset value of all Shares issued and outstanding, or of the Portfolios or Classes to which such action relates if it does not relate to all Portfolios and Classes, must join in the pre-suit demand for the Trustees to commence such action; and |
(c) | Unless a demand is not required under paragraph (a) of this Section 9.11, the Trustees must be afforded a reasonable amount of time to consider such Shareholder request and to investigate the basis of such claim. The Trustees shall be entitled to retain counsel or other advisors in considering the merits of the request and may require an undertaking by the Shareholders making such request to reimburse the Trust for the expense of any such advisors in the event that the Trustees determine not to bring such action. |
(d) | For purposes of this Section 9.11, the Board of Trustees may designate a committee of one or more Trustees to consider a Shareholder demand if necessary to create a committee with a majority of Trustees who are Independent Trustees. The Trustees on that committee shall be entitled to retain counsel or other advisors in considering the merits of the request and may require an undertaking by the Shareholders making such request to reimburse the Trust for the expense of any such advisors in the event that the Trustees on the committee determine not to bring such action. |
(e) | In addition to all suits, claims or other actions (collectively, claims) that under applicable law must be brought as derivative claims, each Shareholder of the Trust or any Portfolio or Class thereof agrees that any claim that affects all Shareholders of a Portfolio or Class either equally or proportionately based on their number of Shares in such Portfolio or Class, must be brought as a derivative claim subject to this Section 9.11 irrespective of whether such claim involves a violation of the Shareholders rights under this Agreement or any other alleged violation of contractual or individual rights that might otherwise give rise to a direct claim. |
Section 9.12 J urisdiction and Waiver of Jury Trial . In accordance with Section 3804(e) of the Delaware Act, any suit, action or proceeding brought by or in the right of any Shareholder or any person claiming any interest in any Shares seeking to enforce any provision of, based on any matter arising out of, or in connection with, the Governing Instrument or the Trust, any Portfolio or Class, or any Shares (including any claim of any nature against the Trust, any Portfolio or Class, the Trustees, or officers of the Trust) shall be brought exclusively in the Court of Chancery of the State of Delaware to the extent there is subject matter jurisdiction in such court for the claims asserted or, if not, then in the Superior Court of the State of Delaware. All Shareholders and other such Persons hereby irrevocably consent to the jurisdiction of such courts (and the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waive, to the fullest extent permitted by law, any objection they may make now or hereafter have to the laying of the venue of any such suit, action or proceeding in such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Further, IN CONNECTION WITH ANY SUCH SUIT, ACTION, OR PROCEEDING BROUGHT IN THE SUPERIOR COURT IN THE STATE OF DELAWARE, ALL SHAREHOLDERS AND ALL OTHER SUCH PERSONS HEREBY IRREVOCABLY WAIVE THE RIGHT TO A TRIAL BY JURY TO THE FULLEST EXTENT PERMITTED BY LAW. All Shareholders and other such Persons agree that service of summons, complaint or other process in connection with any proceedings may be made by registered or certified mail or by overnight courier addressed to such Person at the address shown on the books and records of the Trust for such Person or at the address of the Person shown on the books and records of the Trust with respect to the Shares that
25
such Person claims an interest in. Service of process in any such suit, action or proceeding against the Trust or any Trustee or officer of the Trust may be made at the address of the Trusts registered agent in the State of Delaware. Any service so made shall be effective as if personally made in the State of Delaware.
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This agreement may be executed in counterparts, each of which counterpart shall be deemed to be an original, and all of which, when taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned, being all of the Trustees of the Trust, have executed this instrument this 11 th day of April, 2017.
/s/ David C. Arch |
David C. Arch |
/s/ James T. Bunch |
James T. Bunch |
/s/ Bruce L. Crockett |
Bruce L. Crockett |
/s/ Jack M. Fields |
Jack M. Fields |
/s/ Martin L Flanagan |
Martin L Flanagan |
/s/ Cynthia Hostetler |
Cynthia Hostetler |
/s/ Eli Jones |
Eli Jones |
/s/ Prema Mathai-Davis |
Prema Mathai-Davis |
/s/ Teresa M. Ressel |
Teresa M. Ressel |
/s/ Larry Soll |
Larry Soll |
/s/ Ann Barnett Stern |
Ann Barnett Stern |
/s/ Raymond Stickel, Jr. |
Raymond Stickel, Jr. |
/s/ Philip A. Taylor |
Philip A. Taylor |
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/s/ Robert C. Troccoli |
Robert C. Troccoli |
/s/ Christopher L. Wilson |
Christopher L. Wilson |
28
SCHEDULE A
AIM EQUITY FUNDS (INVESCO EQUITY FUNDS)
PORTFOLIOS AND CLASSES THEREOF
PORTFOLIO |
CLASSES OF EACH PORTFOLIO |
|
Invesco Charter Fund |
Class A Shares Class B Shares Class C Shares Class F Shares Class R Shares Class R5 Shares Class R6 Shares Class S Shares Class T Shares Class Y Shares |
|
Invesco Diversified Dividend Fund |
Class A Shares Class B Shares Class C Shares Class F Shares Class R Shares Class R5 Shares Class R6 Shares Class T Shares Class Y Shares Investor Class Shares |
|
Invesco Summit Fund |
Class A Shares Class B Shares Class C Shares Class F Shares Class P Shares Class R5 Shares Class R6 Shares Class S Shares Class T Shares Class Y Shares |
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AMENDMENT NUMBER 5 TO THE FOURTH AMENDED AND RESTATED
TRANSFER AGENCY AND SERVICE AGREEMENT
This Amendment dated June 9, 2017, is made to the Fourth Amended and Restated Transfer Agency and Service Agreement dated June 1, 2010, (the Agreement) between AIM Equity Funds (Invesco Equity Funds) (the Fund) and Invesco Investment Services, Inc. (the Transfer Agent) pursuant to Article 11 of the Agreement.
W I T N E S S E T H:
WHEREAS, the parties desire to amend the Agreement to add Class T Shares and Class F Shares.
NOW, THEREFORE, the parties, intending to be legally bound, hereby agree as follows;
Schedule A of the Agreement is hereby amended and restated to read in its entirety as set forth below:
SCHEDULE A
1. | Retail Share Classes |
Open Account Fee. For performance by the Transfer Agent pursuant to this Agreement, the Fund agrees on behalf of each of the Portfolios to pay the Transfer Agent for shareholder accounts holding Class A, A2, AX, B, BX, C, CX, P, R, RX, S, T, Y, Invesco Cash Reserve and Investor Class Shares, as applicable, that are open during any monthly period, an annualized fee of (i) 0.02% of average daily net assets, plus (ii) $18.60 per account per annum less the aggregate amount of Small Account Fees collected by the Transfer Agent.
Closed Account Fee. For performance by the Transfer Agent pursuant to this Agreement, the Fund agrees on behalf of each of the Portfolios to pay the Transfer Agent an annualized fee for shareholder accounts which previously held Class A, A2, AX, B, BX, C, CX, P, R, RX, S, Y, T, Invesco Cash Reserve and Investor Class Shares, as applicable, that were closed during any monthly period at a rate of $0.70, to be paid for twelve months following the date on which an account was closed.
Small Account Fee . The Transfer Agent may collect on behalf of each shareholder account holding Class A, A2, AX, B, BX, C, CX, P, R, RX, S, T, Y, Invesco Cash Reserve and Investor Class Shares, as applicable, serviced directly by the Transfer Agent where the account balance is $750, or such amount as may be adjusted by the Transfer Agent for any year depending on various factors, including market conditions (a Small Account), a Small Account Fee of $12 per annum The Transfer Agent agrees to use its best efforts to collect on behalf of each Small Account serviced by third parties pursuant to omnibus account service or sub-accounting agreements, a Small Account Fee of $12 per annum. Decision by the Transfer Agent to charge or not charge the Small Account Fee generally will be applied uniformly across a share class of the Funds. The Small Account Fee shall be determined, collected and subject to any exceptions as set forth in the most recent prospectus for each Portfolio of the Fund.
Determining Number of Billable Accounts. The Open Account Fee and the Closed Account Fee shall be paid only with respect to accounts serviced directly by the Transfer Agent and not with respect to accounts serviced by third parties pursuant to omnibus account service or sub-accounting agreements, as provided in Section 2.04 of the Agreement. Notwithstanding that the Transfer Agent
does not collect an Open Account Fee on accounts serviced by third parties pursuant to omnibus account service or sub-accounting agreements, any Small Account Fees collected on such accounts shall be subtracted as provided above under Open Account Fee.
Billing of Fees. Both the Open and Closed Account Fees shall be billed by the Transfer Agent monthly in arrears on a prorated basis of 1/12 of the annualized fee for all such accounts.
2. | Class F, Class R5, and Class R6 Shares |
Accounts Serviced by the Transfer Agent. For performance by the Transfer Agent pursuant to this Agreement, the Fund agrees on behalf of the Class F Shares, Class R5 Shares and Class R6 Shares of each Portfolio to pay the Transfer Agent a fee equal to $2.00 per trade executed, to be billed monthly in arrears.
Cap on Transfer Agency Fees and Expenses. The Transfer Agent agrees to waive the right to collect any fee or reimbursement to which it is entitled hereunder to the extent that collecting such fee or reimbursement would cause the fees and expenses incurred hereunder by the Class F Shares, Class R5 Shares and Class R6 Shares of any given Portfolio to exceed 0.10% of the average net assets attributable to such Class of such Portfolio.
3. | Investment Credits |
The total fees due to the Transfer Agent from all funds affiliated with the Fund shall be reduced by an amount equal to the investment income earned by the Transfer Agent, if any, on the balances of the disbursement accounts for those funds. Such credits shall first be allocated to the Class F Shares, Class R5 Shares and Class R6 Shares, if any, of a Portfolio based upon the number of accounts holding shares of such Class relative to the total number of accounts holding all Classes of shares in the Portfolio. The Portfolios remaining fiscal year-to-date credits shall be allocated among accounts holding Class A, A2, AX, B, BX, C, CX, P, R, RX, S, T, Y, Invesco Cash Reserve and Investor Class Shares, as applicable, on the basis of fiscal year-to-date average net assets.
4. | Out-of-Pocket Expenses |
The Fund shall reimburse the Transfer Agent monthly for applicable out-of-pocket expenses relating to the procurement of the following goods and services, as they relate to the performance of the Transfer Agents obligations set forth in Article I of the Agreement, including, but not limited to:
(a) | Remote access, license and usage charges paid by the Transfer Agent for use of shareholder record keeping and related systems provided by DST Systems, Inc., and used by the Transfer Agent to service Shareholder accounts, including but not limited to: |
(i) | TA2000 ® , the record keeping system on which records related to most Shareholder accounts will be maintained; |
(ii) | TRAC2000 ® , the record keeping system on which records related to Shareholder accounts held by and through employer-sponsored retirement plans are maintained; |
(iii) | Automated Work Distributor TM , a document imaging, storage and distribution system; |
(iv) | Financial Access Network, a computer system and related software applications which will provide the necessary interfaces to allow customers to access account information residing on the TA2000 and TRAC2000 systems through invesco.com; |
(v) | PowerSelect TM , a reporting database that the Transfer Agent can query to produce reports derived from Shareholder account data residing on the TA2000 and TRAC2000 systems; and |
(vi) | Client specific system enhancements. |
(b) | Computer and data processing and storage equipment, communication lines and equipment, printers and other equipment used in connection with the provision of services hereunder, and any expenses incurred in connection with the installation and use of such equipment and lines. |
(c) | Microfiche, microfilm and electronic image scanning equipment. |
(d) | Electronic data and image storage media and related storage costs. |
(e) | Record retention, retrieval and destruction costs, including, but not limited to exit fees charged by third party record keeping vendors. |
(f) | Telephone and telecommunication costs, including all lease, maintenance and line costs. |
(g) | Programming costs, system access and usage fees, electronic presentment service fees, data and document delivery fees, and other related fees and costs which relate to the printing and delivery of the following documents to Shareholders and to each Shareholders broker of record: |
(i) | Investment confirmations; |
(ii) | Periodic account statements; |
(iii) | Tax forms; and |
(iv) | Redemption checks. |
(h) | Printing costs, including, without limitation, the costs associated with printing stationery, envelopes, share certificates, checks, investment confirmations, periodic account statements, and tax forms. |
(i) | Postage (bulk, pre-sort, ZIP+4, bar coding, first class), certified and overnight mail and private delivery services, courier services and related insurance. |
(j) | Certificate insurance. |
(k) | Banking charges, including without limitation, incoming and outgoing wire charges and charges associated with the receipt and processing of government allotments. |
(l) | Check writing fees. |
(m) | Federal Reserve charges for check clearance. |
(n) | Rendering fees. |
(o) | Audit, consulting and legal fees which relate to the provision of service hereunder. |
(p) | Shareholder information and education mailings, including, but not limited to, periodic shareholder newsletters and tax guides. |
(q) | Duplicate services. |
(r) | Such other miscellaneous expenses reasonably incurred by the Transfer Agent in performing its duties and responsibilities. |
(s) | Due diligence mailings. |
(t) | Ad hoc reports. |
(u) | Fees and expenses assessed by third-party service providers in connection with the compilation and delivery of shareholder transaction data requested by the Transfer Agent in connection with its administration of the Funds Rule 22c-2 compliance program. |
The Fund agrees that postage and mailing expenses will be paid on the day of or prior to mailing. In addition, the Fund will promptly reimburse the Transfer Agent for any other unscheduled expenses incurred by the Transfer Agent whenever the Fund and the Transfer Agent mutually agree that such expenses are not otherwise properly borne by the Transfer Agent as part of its duties and obligations under the Agreement.
Out-of-pocket expenses incurred by the Transfer Agent hereunder shall first be allocated among the series portfolios of the Invesco Funds based upon the number of open accounts holding shares in such portfolios. Such out-of-pocket expenses that have been allocated to a Portfolio shall be further allocated to the Class F Shares, Class R5 Shares and Class R6 Shares, if any, of such Portfolio based upon the number of accounts holding shares of such Class relative to the total number of accounts holding shares of all Classes in the Portfolio. The remaining amount of the Portfolios fiscal year-to-date out-of-pocket expenses shall be further allocated among accounts holding Class A, A2, AX, B, BX, C, CX, P, R, RX, S, T, Y, Invesco Cash Reserve and Investor Class Shares, as applicable, on the basis of fiscal year-to-date average net assets.
5. | Definitions |
As used in this Fee Schedule, Invesco Funds shall mean all open-end investment companies and their series portfolios, sponsored by Invesco Advisers, Inc.
All other terms and provisions of the Agreement not amended herein shall remain in full force and effect.
AIM EQUITY FUNDS | ||||||
(INVESCO EQUITY FUNDS) | ||||||
By: |
|
|||||
Name: | John M. Zerr | |||||
Title: | Senior Vice President | |||||
ATTEST:
|
||||||
INVESCO INVESTMENT SERVICES, INC. | ||||||
By: |
|
|||||
Name: | William J. Galvin, Jr. | |||||
Title: | President | |||||
ATTEST:
|
MEMORANDUM OF AGREEMENT
(Expense Limitations)
This Memorandum of Agreement is entered into as of the Effective Date on the attached exhibits (the Exhibits), between AIM Counselor Series Trust (Invesco Counselor Series Trust), AIM Equity Funds (Invesco Equity Funds), AIM Funds Group (Invesco Funds Group), AIM Growth Series (Invesco Growth Series), AIM International Mutual Funds (Invesco International Mutual Funds), AIM Investment Funds (Invesco Investment Funds), AIM Investment Securities Funds (Invesco Investment Securities Funds), AIM Sector Funds (Invesco Sector Funds), AIM Tax-Exempt Funds (Invesco Tax-Exempt Funds), AIM Variable Insurance Funds (Invesco Variable Insurance Funds), Invesco Management Trust, Invesco Securities Trust and Short-Term Investments Trust (each a Trust or, collectively, the Trusts), on behalf of the funds listed on the Exhibits to this Memorandum of Agreement (the Funds), and Invesco Advisers, Inc. (Invesco). Invesco shall and hereby agrees to waive fees or reimburse expenses of each Fund, on behalf of its respective classes as applicable, severally and not jointly, as indicated in the attached Exhibits.
For and in consideration of the mutual terms and agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Trusts and Invesco agree as follows:
For the Contractual Limits (listed in Exhibits A D), Invesco agrees until at least the expiration date set forth on the attached Exhibits A D (the Expiration Date) that Invesco will waive its fees or reimburse expenses to the extent that expenses of a class of a Fund (excluding (i) interest; (ii) taxes; (iii) dividend expense on short sales; (iv) extraordinary or non-routine items, including litigation expenses; and (v) expenses that each Fund has incurred but did not actually pay because of an expense offset arrangement, if applicable) exceed the rate, on an annualized basis, set forth on the Exhibits of the average daily net assets allocable to such class. Acquired fund fees and expenses are not fees or expenses incurred by a fund directly but are expenses of the investment companies in which a fund invests. These fees and expenses are incurred indirectly through the valuation of a funds investment in these investment companies. Acquired fund fees and expenses are required to be disclosed and included in the total annual fund operating expenses in the prospectus fee table. As a result, the net total annual fund operating expenses shown in the prospectus fee table may exceed the expense limits reflected in Exhibits A D. Neither a Trust nor Invesco may remove or amend the Contractual Limits to a Trusts detriment prior to the Expiration Date without requesting and receiving the approval of the Board of Trustees of the applicable Funds Trust to remove or amend such Contractual Limits. Invesco will not have any right to reimbursement of any amount so waived or reimbursed.
For the Contractual Limits, Invesco agrees to review the then-current expense limitations for each class of each Fund listed on the Exhibits on a date prior to the Expiration Date to determine whether such limitations should be amended, continued or terminated. The expense limitations will expire upon the Expiration Date unless Invesco has agreed to continue them. The Exhibits will be amended to reflect any such agreement.
For the Voluntary Limits (listed in Exhibits A D), Invesco agrees that these are not contractual in nature and that Invesco may establish, amend and/or terminate such expense limitations at any time in its sole discretion. Any delay or failure by Invesco to update this Memorandum of Agreement with regards to the terminations, extensions, or expirations of the Voluntary Limits shall have no effect on the term of such Voluntary Limitations; the Voluntary Limitations are listed herein for informational purposes only.
It is expressly agreed that the obligations of each Trust hereunder shall not be binding upon any of the Trustees, shareholders, nominees, officers, agents or employees of the Trusts personally, but shall only bind the assets and property of each Fund, as provided in each Trusts Agreement and Declaration of Trust. The execution and delivery of this Memorandum of Agreement have been authorized by the Trustees of the Trusts, and this Memorandum of Agreement has been executed and delivered by an authorized officer of the Trusts acting as such; neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the assets and property of the Funds, as provided in each Trusts Agreement and Declaration of Trust.
IN WITNESS WHEREOF, each of the Trusts and Invesco have entered into this Memorandum of Agreement as of the Effective Dates on the attached Exhibits.
AIM COUNSELOR SERIES TRUST (INVESCO COUNSELOR SERIES TRUST)
AIM EQUITY FUNDS (INVESCO EQUITY FUNDS)
AIM FUNDS GROUP (INVESCO FUNDS GROUP)
AIM GROWTH SERIES (INVESCO GROWTH SERIES)
AIM INTERNATIONAL MUTUAL FUNDS (INVESCO INTERNATIONAL MUTUAL FUNDS)
AIM INVESTMENT FUNDS (INVESCO INVESTMENT FUNDS)
AIM INVESTMENT SECURITIES FUNDS (INVESCO INVESTMENT SECURITIES FUNDS)
AIM SECTOR FUNDS (INVESCO SECTOR FUNDS)
AIM TAX-EXEMPT FUNDS (INVESCO TAX-EXEMPT FUNDS)
AIM VARIABLE INSURANCE FUNDS (INVESCO VARIABLE INSURANCE FUNDS)
INVESCO MANAGEMENT TRUST
INVESCO SECURITIES TRUST
SHORT-TERM INVESTMENTS TRUST
on behalf of the Funds listed in the Exhibits
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 |
2
EXHIBIT A RETAIL FUNDS 1
AIM Counselor Series Trust (Invesco Counselor Series Trust)
Fund |
Contractual/
Voluntary |
Expense
Limitation |
Effective Date of
Current Limit |
Expiration
Date |
||||
Invesco American Franchise Fund |
||||||||
Class A Shares |
Contractual | 2.00% | July 1, 2013 | June 30, 2017 | ||||
Class B Shares |
Contractual | 2.75% | July 1, 2013 | June 30, 2017 | ||||
Class C Shares |
Contractual | 2.75% | July 1, 2013 | June 30, 2017 | ||||
Class R Shares |
Contractual | 2.25% | July 1, 2013 | June 30, 2017 | ||||
Class R5 Shares |
Contractual | 1.75% | July 1, 2013 | June 30, 2017 | ||||
Class R6 Shares |
Contractual | 1.75% | July 1, 2013 | June 30, 2017 | ||||
Class Y Shares |
Contractual | 1.75% | July 1, 2013 | June 30, 2017 | ||||
Invesco California Tax-Free Income Fund |
||||||||
Class A Shares |
Contractual | 1.50% | July 1, 2012 | June 30, 2017 | ||||
Class B Shares |
Contractual | 2.00% | July 1, 2012 | June 30, 2017 | ||||
Class C Shares |
Contractual | 2.00% | July 1, 2012 | June 30, 2017 | ||||
Class R6 Shares |
Contractual | 1.25% | April 4, 2017 | June 30, 2017 | ||||
Class Y Shares |
Contractual | 1.25% | July 1, 2012 | June 30, 2017 | ||||
Invesco Core Plus Bond Fund |
||||||||
Class A Shares |
Contractual | 0.75% | December 16, 2016 | December 31, 2017 | ||||
Class B Shares |
Contractual | 1.50% | December 16, 2016 | December 31, 2017 | ||||
Class C Shares |
Contractual | 1.50% | December 16, 2016 | December 31, 2017 | ||||
Class R Shares |
Contractual | 1.00% | December 16, 2016 | December 31, 2017 | ||||
Class R5 Shares |
Contractual | 0.50% | December 16, 2016 | December 31, 2017 | ||||
Class R6 Shares |
Contractual | 0.50% | December 16, 2016 | December 31, 2017 | ||||
Class Y Shares |
Contractual | 0.50% | December 16, 2016 | December 31, 2017 | ||||
Invesco Equally-Weighted S&P 500 Fund |
||||||||
Class A Shares |
Contractual | 2.00% | July 1, 2012 | June 30, 2017 | ||||
Class B Shares |
Contractual | 2.75% | July 1, 2012 | June 30, 2017 | ||||
Class C Shares |
Contractual | 2.75% | July 1,2012 | June 30, 2017 | ||||
Class R Shares |
Contractual | 2.25% | July 1, 2012 | June 30, 2017 | ||||
Class R6 Shares |
Contractual | 1.75% | September 24, 2012 | June 30, 2017 | ||||
Class Y Shares |
Contractual | 1.75% | July 1, 2012 | June 30, 2017 | ||||
Invesco Equity and Income Fund |
||||||||
Class A Shares |
Contractual | 1.50% | July 1, 2012 | June 30, 2017 | ||||
Class B Shares |
Contractual | 2.25% | July 1, 2012 | June 30, 2017 | ||||
Class C Shares |
Contractual | 2.25% | July 1, 2012 | June 30, 2017 | ||||
Class R Shares |
Contractual | 1.75% | July 1, 2012 | June 30, 2017 | ||||
Class R5 Shares |
Contractual | 1.25% | July 1, 2012 | June 30, 2017 | ||||
Class R6 Shares |
Contractual | 1.25% | September 24, 2012 | June 30, 2017 | ||||
Class Y Shares |
Contractual | 1.25% | July 1, 2012 | June 30, 2017 | ||||
Invesco Floating Rate Fund |
||||||||
Class A Shares |
Contractual | 1.50% | April 14, 2006 | June 30, 2017 | ||||
Class C Shares |
Contractual | 2.00% | April 14, 2006 | June 30, 2017 | ||||
Class R Shares |
Contractual | 1.75% | April 14, 2006 | June 30, 2017 | ||||
Class R5 Shares |
Contractual | 1.25% | April 14, 2006 | June 30, 2017 | ||||
Class R6 Shares |
Contractual | 1.25% | September 24, 2012 | June 30, 2017 | ||||
Class Y Shares |
Contractual | 1.25% | October 3, 2008 | June 30, 2017 | ||||
Invesco Global Real Estate Income Fund |
||||||||
Class A Shares |
Contractual | 2.00% | July 1, 2009 | June 30, 2017 | ||||
Class B Shares |
Contractual | 2.75% | July 1, 2009 | June 30, 2017 | ||||
Class C Shares |
Contractual | 2.75% | July 1, 2009 | June 30, 2017 | ||||
Class R5 Shares |
Contractual | 1.75% | July 1, 2009 | June 30, 2017 | ||||
Class R6 Shares |
Contractual | 1.75% | September 24, 2012 | June 30, 2017 | ||||
Class Y Shares |
Contractual | 1.75% | July 1, 2009 | June 30, 2017 |
See page 17 for footnotes to Exhibit A.
3
Fund |
Contractual/
Voluntary |
Expense
Limitation |
Effective Date of
Current Limit |
Expiration
Date |
||||
Invesco Growth and Income Fund |
||||||||
Class A Shares |
Contractual | 2.00% | July 1, 2012 | June 30, 2017 | ||||
Class B Shares |
Contractual | 2.75% | July 1, 2012 | June 30, 2017 | ||||
Class C Shares |
Contractual | 2.75% | July 1, 2012 | June 30, 2017 | ||||
Class R Shares |
Contractual | 2.25% | July 1, 2012 | June 30, 2017 | ||||
Class R5 Shares |
Contractual | 1.75% | July 1, 2012 | June 30, 2017 | ||||
Class R6 Shares |
Contractual | 1.75% | September 24, 2012 | June 30, 2017 | ||||
Class Y Shares |
Contractual | 1.75% | July 1, 2012 | June 30, 2017 | ||||
Invesco Low Volatility Equity Yield Fund |
||||||||
Class A Shares |
Contractual | 2.00% | July 1, 2012 | June 30, 2017 | ||||
Class B Shares |
Contractual | 2.75% | July 1, 2012 | June 30, 2017 | ||||
Class C Shares |
Contractual | 2.75% | July 1, 2012 | June 30, 2017 | ||||
Class R Shares |
Contractual | 2.25% | July 1, 2012 | June 30, 2017 | ||||
Class R5 Shares |
Contractual | 1.75% | July 1, 2012 | June 30, 2017 | ||||
Class R6 Shares |
Contractual | 1.75% | April 4, 2017 | June 30, 2017 | ||||
Class Y Shares |
Contractual | 1.75% | July 1, 2012 | June 30, 2017 | ||||
Investor Class Shares |
Contractual | 2.00% | July 1, 2012 | June 30, 2017 | ||||
Invesco Pennsylvania Tax Free Income Fund |
||||||||
Class A Shares |
Contractual | 1.50% | July 1, 2012 | June 30, 2017 | ||||
Class B Shares |
Contractual | 2.25% | July 1, 2012 | June 30, 2017 | ||||
Class C Shares |
Contractual | 2.25% | July 1, 2012 | June 30, 2017 | ||||
Class R6 Shares |
Contractual | 1.25% | April 4, 2017 | June 30, 2017 | ||||
Class Y Shares |
Contractual | 1.25% | July 1, 2012 | June 30, 2017 | ||||
Invesco S&P 500 Index Fund |
||||||||
Class A Shares |
Contractual | 2.00% | July 1, 2012 | June 30, 2017 | ||||
Class B Shares |
Contractual | 2.75% | July 1, 2012 | June 30, 2017 | ||||
Class C Shares |
Contractual | 2.75% | July 1, 2012 | June 30, 2017 | ||||
Class R6 Shares |
Contractual | 1.75% | April 4, 2017 | June 30, 2017 | ||||
Class Y Shares |
Contractual | 1.75% | July 1, 2012 | June 30, 2017 | ||||
Invesco Short Duration High Yield Municipal Fund |
||||||||
Class A Shares |
Contractual | 0.79% | September 30, 2015 | April 30, 2018 | ||||
Class C Shares |
Contractual | 1.54% | September 30, 2015 | April 30, 2018 | ||||
Class R5 Shares |
Contractual | 0.54% | September 30, 2015 | April 30, 2018 | ||||
Class R6 Shares |
Contractual | 0.54% | April 4, 2017 | April 30, 2018 | ||||
Class Y Shares |
Contractual | 0.54% | September 30, 2015 | April 30, 2018 | ||||
Invesco Small Cap Discovery Fund |
||||||||
Class A Shares |
Contractual | 2.00% | July 1, 2012 | June 30, 2017 | ||||
Class B Shares |
Contractual | 2.75% | July 1, 2012 | June 30, 2017 | ||||
Class C Shares |
Contractual | 2.75% | July 1, 2012 | June 30, 2017 | ||||
Class R5 Shares |
Contractual | 1.75% | September 24, 2012 | June 30, 2017 | ||||
Class R6 Shares |
Contractual | 1.75% | September 24, 2012 | June 30, 2017 | ||||
Class Y Shares |
Contractual | 1.75% | July 1, 2012 | June 30, 2017 | ||||
Invesco Strategic Real Return Fund |
||||||||
Class A Shares |
Contractual | 0.82% less net AFFE* | April 30, 2014 | December 31, 2017 | ||||
Class C Shares |
Contractual | 1.57% less net AFFE* | April 30, 2014 | December 31, 2017 | ||||
Class R Shares |
Contractual | 1.07% less net AFFE* | April 30, 2014 | December 31, 2017 | ||||
Class R5 Shares |
Contractual | 0.57% less net AFFE* | April 30, 2014 | December 31, 2017 | ||||
Class R6 Shares |
Contractual | 0.57% less net AFFE* | April 30, 2014 | December 31, 2017 | ||||
Class Y Shares |
Contractual | 0.57% less net AFFE* | April 30, 2014 | December 31, 2017 |
See page 17 for footnotes to Exhibit A.
4
AIM Equity Funds (Invesco Equity Funds)
Fund |
Contractual/
Voluntary |
Expense
Limitation |
Effective Date of
Current Limit |
Expiration
Date |
||||||||||||
Invesco Charter Fund |
||||||||||||||||
Class A Shares |
Contractual | 2.00% | July 1, 2009 | June 30, 2017 | ||||||||||||
Class B Shares |
Contractual | 2.75% | July 1, 2009 | June 30, 2017 | ||||||||||||
Class C Shares |
Contractual | 2.75% | July 1, 2009 | June 30, 2017 | ||||||||||||
Class R Shares |
Contractual | 2.25% | July 1, 2009 | June 30, 2017 | ||||||||||||
Class R5 Shares |
Contractual | 1.75% | July 1, 2009 | June 30, 2017 | ||||||||||||
Class R6 Shares |
Contractual | 1.75% | September 24, 2012 | June 30, 2017 | ||||||||||||
Class S Shares |
Contractual | 1.90% | September 25, 2009 | June 30, 2017 | ||||||||||||
Class Y Shares |
Contractual | 1.75% | July 1, 2009 | June 30, 2017 | ||||||||||||
Invesco Diversified Dividend Fund |
||||||||||||||||
Class A Shares |
Contractual | 2.00% | July 1, 2013 | June 30, 2017 | ||||||||||||
Class B Shares |
Contractual | 2.75% | July 1, 2013 | June 30, 2017 | ||||||||||||
Class C Shares |
Contractual | 2.75% | July 1, 2013 | June 30, 2017 | ||||||||||||
Class R Shares |
Contractual | 2.25% | July 1, 2013 | June 30, 2017 | ||||||||||||
Class R5 Shares |
Contractual | 1.75% | July 1, 2013 | June 30, 2017 | ||||||||||||
Class R6 Shares |
Contractual | 1.75% | July 1, 2013 | June 30, 2017 | ||||||||||||
Class Y Shares |
Contractual | 1.75% | July 1, 2013 | June 30, 2017 | ||||||||||||
Investor Class Shares |
Contractual | 2.00% | July 1, 2013 | June 30, 2017 | ||||||||||||
Invesco Summit Fund |
||||||||||||||||
Class A Shares |
Contractual | 2.00% | July 1, 2009 | June 30, 2017 | ||||||||||||
Class B Shares |
Contractual | 2.75% | July 1, 2009 | June 30, 2017 | ||||||||||||
Class C Shares |
Contractual | 2.75% | July 1, 2009 | June 30, 2017 | ||||||||||||
Class P Shares |
Contractual | 1.85% | July 1, 2009 | June 30, 2017 | ||||||||||||
Class R5 Shares |
Contractual | 1.75% | July 1, 2009 | June 30, 2017 | ||||||||||||
Class R6 Shares |
Contractual | 1.75% | April 4, 2017 | June 30, 2017 | ||||||||||||
Class S Shares |
Contractual | 1.90% | September 25, 2009 | June 30, 2017 | ||||||||||||
Class Y Shares |
Contractual | 1.75% | July 1, 2009 | June 30, 2017 |
AIM Funds Group (Invesco Funds Group)
Fund |
Contractual/
Voluntary |
Expense
Limitation |
Effective Date of
Current Limit |
Expiration
Date |
||||||||||||
Invesco European Small Company Fund |
||||||||||||||||
Class A Shares |
Contractual | 2.25% | July 1, 2009 | June 30, 2017 | ||||||||||||
Class B Shares |
Contractual | 3.00% | July 1, 2009 | June 30, 2017 | ||||||||||||
Class C Shares |
Contractual | 3.00% | July 1, 2009 | June 30, 2017 | ||||||||||||
Class R6 Shares |
Contractual | 2.00% | April 4, 2017 | June 30, 2017 | ||||||||||||
Class Y Shares |
Contractual | 2.00% | July 1, 2009 | June 30, 2017 | ||||||||||||
Invesco Global Core Equity Fund |
||||||||||||||||
Class A Shares |
Contractual | 1.22% | January 1, 2017 | April 30, 2018 | ||||||||||||
Class B Shares |
Contractual | 1.97% | January 1, 2017 | April 30, 2018 | ||||||||||||
Class C Shares |
Contractual | 1.97% | January 1, 2017 | April 30, 2018 | ||||||||||||
Class R Shares |
Contractual | 1.47% | January 1, 2017 | April 30, 2018 | ||||||||||||
Class R5 Shares |
Contractual | 0.97% | January 1, 2017 | April 30, 2018 | ||||||||||||
Class R6 Shares |
Contractual | 0.97% | April 4, 2017 | April 30, 2018 | ||||||||||||
Class Y Shares |
Contractual | 0.97% | January 1, 2017 | April 30, 2018 | ||||||||||||
Invesco International Small Company Fund |
||||||||||||||||
Class A Shares |
Contractual | 2.25% | July 1, 2009 | June 30, 2017 | ||||||||||||
Class B Shares |
Contractual | 3.00% | July 1, 2009 | June 30, 2017 | ||||||||||||
Class C Shares |
Contractual | 3.00% | July 1, 2009 | June 30, 2017 | ||||||||||||
Class R5 Shares |
Contractual | 2.00% | July 1, 2009 | June 30, 2017 | ||||||||||||
Class R6 Shares |
Contractual | 2.00% | September 24, 2012 | June 30, 2017 | ||||||||||||
Class Y Shares |
Contractual | 2.00% | July 1, 2009 | June 30, 2017 |
See page 17 for footnotes to Exhibit A.
5
Fund |
Contractual/
Voluntary |
Expense
Limitation |
Effective Date of
Current Limit |
Expiration
Date |
||||||||||||
Invesco Small Cap Equity Fund |
||||||||||||||||
Class A Shares |
Contractual | 2.00% | July 1, 2009 | June 30, 2017 | ||||||||||||
Class B Shares |
Contractual | 2.75% | July 1, 2009 | June 30, 2017 | ||||||||||||
Class C Shares |
Contractual | 2.75% | July 1, 2009 | June 30, 2017 | ||||||||||||
Class R Shares |
Contractual | 2.25% | July 1, 2009 | June 30, 2017 | ||||||||||||
Class R5 Shares |
Contractual | 1.75% | July 1, 2009 | June 30, 2017 | ||||||||||||
Class R6 Shares |
Contractual | 1.75% | September 24, 2012 | June 30, 2017 | ||||||||||||
Class Y Shares |
Contractual | 1.75% | July 1, 2009 | June 30, 2017 |
AIM Growth Series (Invesco Growth Series)
Fund |
Contractual/
Voluntary |
Expense
Limitation |
Effective Date of
Current Limit |
Expiration
Date |
||||||||||||
Invesco Alternative Strategies Fund |
||||||||||||||||
Class A Shares |
Contractual | 1.44% less net AFFE* | January 1, 2017 | April 30, 2018 | ||||||||||||
Class C Shares |
Contractual | 2.19% less net AFFE* | January 1, 2017 | April 30, 2018 | ||||||||||||
Class R Shares |
Contractual | 1.69% less net AFFE* | January 1, 2017 | April 30, 2018 | ||||||||||||
Class R5 Shares |
Contractual | 1.19% less net AFFE* | January 1, 2017 | April 30, 2018 | ||||||||||||
Class R6 Shares |
Contractual | 1.19% less net AFFE* | January 1, 2017 | April 30, 2018 | ||||||||||||
Class Y Shares |
Contractual | 1.19% less net AFFE* | January 1, 2017 | April 30, 2018 | ||||||||||||
Invesco Balanced-Risk Retirement 2020 Fund |
||||||||||||||||
Class A Shares |
Contractual | 0.25% | November 4, 2009 | April 30, 2018 | ||||||||||||
Class AX Shares |
Contractual | 0.25% | February 12, 2010 | April 30, 2018 | ||||||||||||
Class B Shares |
Contractual | 1.00% | November 4, 2009 | April 30, 2018 | ||||||||||||
Class C Shares |
Contractual | 1.00% | November 4, 2009 | April 30, 2018 | ||||||||||||
Class CX Shares |
Contractual | 1.00% | February 12, 2010 | April 30, 2018 | ||||||||||||
Class R Shares |
Contractual | 0.50% | November 4, 2009 | April 30, 2018 | ||||||||||||
Class R5 Shares |
Contractual | 0.00% | November 4, 2009 | April 30, 2018 | ||||||||||||
Class R6 Shares |
Contractual | 0.00% | September 24, 2012 | April 30, 2018 | ||||||||||||
Class RX Shares |
Contractual | 0.50% | February 12, 2010 | April 30, 2018 | ||||||||||||
Class Y Shares |
Contractual | 0.00% | November 4, 2009 | April 30, 2018 | ||||||||||||
Invesco Balanced-Risk Retirement 2030 Fund |
||||||||||||||||
Class A Shares |
Contractual | 0.25% | November 4, 2009 | April 30, 2018 | ||||||||||||
Class AX Shares |
Contractual | 0.25% | February 12, 2010 | April 30, 2018 | ||||||||||||
Class B Shares |
Contractual | 1.00% | November 4, 2009 | April 30, 2018 | ||||||||||||
Class C Shares |
Contractual | 1.00% | November 4, 2009 | April 30, 2018 | ||||||||||||
Class CX Shares |
Contractual | 1.00% | February 12, 2010 | April 30, 2018 | ||||||||||||
Class R Shares |
Contractual | 0.50% | November 4, 2009 | April 30, 2018 | ||||||||||||
Class R5 Shares |
Contractual | 0.00% | November 4, 2009 | April 30, 2018 | ||||||||||||
Class R6 Shares |
Contractual | 0.00% | September 24, 2012 | April 30, 2018 | ||||||||||||
Class RX Shares |
Contractual | 0.50% | February 12, 2010 | April 30, 2018 | ||||||||||||
Class Y Shares |
Contractual | 0.00% | November 4, 2009 | April 30, 2018 | ||||||||||||
Invesco Balanced-Risk Retirement 2040 Fund |
||||||||||||||||
Class A Shares |
Contractual | 0.25% | November 4, 2009 | April 30, 2018 | ||||||||||||
Class AX Shares |
Contractual | 0.25% | February 12, 2010 | April 30, 2018 | ||||||||||||
Class B Shares |
Contractual | 1.00% | November 4, 2009 | April 30, 2018 | ||||||||||||
Class C Shares |
Contractual | 1.00% | November 4, 2009 | April 30, 2018 | ||||||||||||
Class CX Shares |
Contractual | 1.00% | February 12, 2010 | April 30, 2018 | ||||||||||||
Class R Shares |
Contractual | 0.50% | November 4, 2009 | April 30, 2018 | ||||||||||||
Class R5 Shares |
Contractual | 0.00% | November 4, 2009 | April 30, 2018 | ||||||||||||
Class R6 Shares |
Contractual | 0.00% | September 24, 2012 | April 30, 2018 | ||||||||||||
Class RX Shares |
Contractual | 0.50% | February 12, 2010 | April 30, 2018 | ||||||||||||
Class Y Shares |
Contractual | 0.00% | November 4, 2009 | April 30, 2018 |
See page 17 for footnotes to Exhibit A.
6
Fund |
Contractual/
Voluntary |
Expense
Limitation |
Effective Date of
Current Limit |
Expiration
Date |
||||||||||||
Invesco Balanced-Risk Retirement 2050 Fund |
||||||||||||||||
Class A Shares |
Contractual | 0.25% | November 4, 2009 | April 30, 2018 | ||||||||||||
Class AX Shares |
Contractual | 0.25% | February 12, 2010 | April 30, 2018 | ||||||||||||
Class B Shares |
Contractual | 1.00% | November 4, 2009 | April 30, 2018 | ||||||||||||
Class C Shares |
Contractual | 1.00% | November 4, 2009 | April 30, 2018 | ||||||||||||
Class CX Shares |
Contractual | 1.00% | February 12, 2010 | April 30, 2018 | ||||||||||||
Class R Shares |
Contractual | 0.50% | November 4, 2009 | April 30, 2018 | ||||||||||||
Class R5 Shares |
Contractual | 0.00% | November 4, 2009 | April 30, 2018 | ||||||||||||
Class R6 Shares |
Contractual | 0.00% | September 24, 2012 | April 30, 2018 | ||||||||||||
Class RX Shares |
Contractual | 0.50% | February 12, 2010 | April 30, 2018 | ||||||||||||
Class Y Shares |
Contractual | 0.00% | November 4, 2009 | April 30, 2018 | ||||||||||||
Invesco Balanced-Risk Retirement Now Fund |
||||||||||||||||
Class A Shares |
Contractual | 0.25% | November 4, 2009 | April 30, 2018 | ||||||||||||
Class AX Shares |
Contractual | 0.25% | February 12, 2010 | April 30, 2018 | ||||||||||||
Class B Shares |
Contractual | 1.00% | November 4, 2009 | April 30, 2018 | ||||||||||||
Class C Shares |
Contractual | 1.00% | November 4, 2009 | April 30, 2018 | ||||||||||||
Class CX Shares |
Contractual | 1.00% | February 12, 2010 | April 30, 2018 | ||||||||||||
Class R Shares |
Contractual | 0.50% | November 4, 2009 | April 30, 2018 | ||||||||||||
Class R5 Shares |
Contractual | 0.00% | November 4, 2009 | April 30, 2018 | ||||||||||||
Class R6 Shares |
Contractual | 0.00% | September 24, 2012 | April 30, 2018 | ||||||||||||
Class RX Shares |
Contractual | 0.50% | February 12, 2010 | April 30, 2018 | ||||||||||||
Class Y Shares |
Contractual | 0.00% | November 4, 2009 | April 30, 2018 | ||||||||||||
Invesco Conservative Allocation Fund |
||||||||||||||||
Class A Shares |
Contractual | 1.50% | July 1, 2012 | June 30, 2017 | ||||||||||||
Class B Shares |
Contractual | 2.25% | July 1, 2012 | June 30, 2017 | ||||||||||||
Class C Shares |
Contractual | 2.25% | July 1, 2012 | June 30, 2017 | ||||||||||||
Class R Shares |
Contractual | 1.75% | July 1, 2012 | June 30, 2017 | ||||||||||||
Class R5 Shares |
Contractual | 1.25% | July 1, 2012 | June 30, 2017 | ||||||||||||
Class R6 Shares |
Contractual | 1.25% | April 4, 2017 | June 30, 2017 | ||||||||||||
Class S Shares |
Contractual | 1.40% | July 1, 2012 | June 30, 2017 | ||||||||||||
Class Y Shares |
Contractual | 1.25% | July 1, 2012 | June 30, 2017 | ||||||||||||
Invesco Convertible Securities Fund |
||||||||||||||||
Class A Shares |
Contractual | 1.50% | July 1, 2012 | June 30, 2017 | ||||||||||||
Class B Shares |
Contractual | 2.25% | July 1, 2012 | June 30, 2017 | ||||||||||||
Class C Shares |
Contractual | 2.25% | July 1, 2012 | June 30, 2017 | ||||||||||||
Class R5 Shares |
Contractual | 1.25% | July 1, 2012 | June 30, 2017 | ||||||||||||
Class R6 Shares |
Contractual | 1.25% | September 24, 2012 | June 30, 2017 | ||||||||||||
Class Y Shares |
Contractual | 1.25% | July 1, 2012 | June 30, 2017 | ||||||||||||
Invesco Global Low Volatility Equity Yield Fund |
||||||||||||||||
Class A Shares |
Contractual | 2.00% | May 1, 2016 | June 30, 2017 | ||||||||||||
Class B Shares |
Contractual | 2.75% | May 1, 2016 | June 30, 2017 | ||||||||||||
Class C Shares |
Contractual | 2.75% | May 1, 2016 | June 30, 2017 | ||||||||||||
Class R Shares |
Contractual | 2.25% | May 1, 2016 | June 30, 2017 | ||||||||||||
Class R5 Shares |
Contractual | 1.75% | May 1, 2016 | June 30, 2017 | ||||||||||||
Class R6 Shares |
Contractual | 1.75% | April 4, 2017 | June 30, 2017 | ||||||||||||
Class Y Shares |
Contractual | 1.75% | May 1, 2016 | June 30, 2017 | ||||||||||||
Invesco Growth Allocation Fund |
||||||||||||||||
Class A Shares |
Contractual | 2.00% | July 1, 2012 | June 30, 2017 | ||||||||||||
Class B Shares |
Contractual | 2.75% | July 1, 2012 | June 30, 2017 | ||||||||||||
Class C Shares |
Contractual | 2.75% | July 1, 2012 | June 30, 2017 | ||||||||||||
Class R Shares |
Contractual | 2.25% | July 1, 2012 | June 30, 2017 | ||||||||||||
Class R5 Shares |
Contractual | 1.75% | July 1, 2012 | June 30, 2017 | ||||||||||||
Class R6 Shares |
Contractual | 1.75% | April 4, 2017 | June 30, 2017 | ||||||||||||
Class S Shares |
Contractual | 1.90% | July 1, 2012 | June 30, 2017 | ||||||||||||
Class Y Shares |
Contractual | 1.75% | July 1, 2012 | June 30, 2017 |
See page 17 for footnotes to Exhibit A.
7
Fund |
Contractual/
Voluntary |
Expense
Limitation |
Effective Date of
Current Limit |
Expiration
Date |
||||||||||||
Invesco Income Allocation Fund |
||||||||||||||||
Class A Shares |
Contractual | 0.25% | May 1, 2012 | April 30, 2018 | ||||||||||||
Class B Shares |
Contractual | 1.00% | May 1, 2012 | April 30, 2018 | ||||||||||||
Class C Shares |
Contractual | 1.00% | May 1, 2012 | April 30, 2018 | ||||||||||||
Class R Shares |
Contractual | 0.50% | May 1, 2012 | April 30, 2018 | ||||||||||||
Class R5 Shares |
Contractual | 0.00% | May 1, 2012 | April 30, 2018 | ||||||||||||
Class R6 Shares |
Contractual | 0.00% | April 4, 2017 | April 30, 2018 | ||||||||||||
Class Y Shares |
Contractual | 0.00% | May 1, 2012 | April 30, 2018 | ||||||||||||
Invesco International Allocation Fund |
||||||||||||||||
Class A Shares |
Contractual | 2.25% | May 1, 2012 | June 30, 2017 | ||||||||||||
Class B Shares |
Contractual | 3.00% | May 1, 2012 | June 30, 2017 | ||||||||||||
Class C Shares |
Contractual | 3.00% | May 1, 2012 | June 30, 2017 | ||||||||||||
Class R Shares |
Contractual | 2.50% | May 1, 2012 | June 30, 2017 | ||||||||||||
Class R5 Shares |
Contractual | 2.00% | May 1, 2012 | June 30, 2017 | ||||||||||||
Class R6 Shares |
Contractual | 2.00% | April 4, 2017 | June 30, 2017 | ||||||||||||
Class Y Shares |
Contractual | 2.00% | May 1, 2012 | June 30, 2017 | ||||||||||||
Invesco Mid Cap Core Equity Fund |
||||||||||||||||
Class A Shares |
Contractual | 2.00% | July 1, 2009 | June 30, 2017 | ||||||||||||
Class B Shares |
Contractual | 2.75% | July 1, 2009 | June 30, 2017 | ||||||||||||
Class C Shares |
Contractual | 2.75% | July 1, 2009 | June 30, 2017 | ||||||||||||
Class R Shares |
Contractual | 2.25% | July 1, 2009 | June 30, 2017 | ||||||||||||
Class R5 Shares |
Contractual | 1.75% | July 1, 2009 | June 30, 2017 | ||||||||||||
Class R6 Shares |
Contractual | 1.75% | September 24, 2012 | June 30, 2017 | ||||||||||||
Class Y Shares |
Contractual | 1.75% | July 1, 2009 | June 30, 2017 | ||||||||||||
Invesco Moderate Allocation Fund |
||||||||||||||||
Class A Shares |
Contractual | 1.50% | July 1, 2012 | June 30, 2017 | ||||||||||||
Class B Shares |
Contractual | 2.25% | July 1, 2012 | June 30, 2017 | ||||||||||||
Class C Shares |
Contractual | 2.25% | July 1, 2012 | June 30, 2017 | ||||||||||||
Class R Shares |
Contractual | 1.75% | July 1, 2012 | June 30, 2017 | ||||||||||||
Class R5 Shares |
Contractual | 1.25% | July 1, 2012 | June 30, 2017 | ||||||||||||
Class R6 Shares |
Contractual | 1.25% | April 4, 2017 | June 30, 2017 | ||||||||||||
Class S Shares |
Contractual | 1.40% | July 1, 2012 | June 30, 2017 | ||||||||||||
Class Y Shares |
Contractual | 1.25% | July 1, 2012 | June 30, 2017 | ||||||||||||
Invesco Multi-Asset Inflation Fund |
||||||||||||||||
Class A Shares |
Contractual | 1.02% less net AFFE* | January 1, 2017 | April 30, 2018 | ||||||||||||
Class C Shares |
Contractual |
|
1.77%
less net AFFE* |
|
January 1, 2017 | April 30, 2018 | ||||||||||
Class R Shares |
Contractual |
|
1.27%
less net AFFE* |
|
January 1, 2017 | April 30, 2018 | ||||||||||
Class R5 Shares |
Contractual |
|
0.77%
less net AFFE* |
|
January 1, 2017 | April 30, 2018 | ||||||||||
Class R6 Shares |
Contractual |
|
0.77%
less net AFFE* |
|
January 1, 2017 | April 30, 2018 | ||||||||||
Class Y Shares |
Contractual |
|
0.77%
less net AFFE* |
|
January 1, 2017 | April 30, 2018 | ||||||||||
Invesco Quality Income Fund |
||||||||||||||||
Class A Shares |
Contractual | 1.50% | July 1, 2012 | June 30, 2017 | ||||||||||||
Class B Shares |
Contractual | 2.25% | July 1, 2012 | June 30, 2017 | ||||||||||||
Class C Shares |
Contractual | 2.25% | July 1, 2012 | June 30, 2017 | ||||||||||||
Class R5 Shares |
Contractual | 1.25% | July 1, 2012 | June 30, 2017 | ||||||||||||
Class R6 Shares |
Contractual | 1.25% | April 4, 2017 | June 30, 2017 | ||||||||||||
Class Y Shares |
Contractual | 1.25% | July 1, 2012 | June 30, 2017 | ||||||||||||
Invesco Small Cap Growth Fund |
||||||||||||||||
Class A Shares |
Contractual | 2.00% | July 1, 2009 | June 30, 2017 | ||||||||||||
Class B Shares |
Contractual | 2.75% | July 1, 2009 | June 30, 2017 | ||||||||||||
Class C Shares |
Contractual | 2.75% | July 1, 2009 | June 30, 2017 | ||||||||||||
Class R Shares |
Contractual | 2.25% | July 1, 2009 | June 30, 2017 | ||||||||||||
Class R5 Shares |
Contractual | 1.75% | July 1, 2009 | June 30, 2017 | ||||||||||||
Class R6 Shares |
Contractual | 1.75% | September 24, 2012 | June 30, 2017 | ||||||||||||
Class Y Shares |
Contractual | 1.75% | July 1, 2009 | June 30, 2017 | ||||||||||||
Investor Class Shares |
Contractual | 2.00% | July 1, 2009 | June 30, 2017 |
See page 17 for footnotes to Exhibit A.
8
AIM International Mutual Funds (Invesco International Mutual Funds)
Fund |
Contractual/
Voluntary |
Expense
|
Effective Date of
Current Limit |
Expiration
Date |
||||||||||
Invesco Asia Pacific Growth Fund |
||||||||||||||
Class A Shares |
Contractual | 2.25% | July 1, 2009 | June 30, 2017 | ||||||||||
Class B Shares |
Contractual | 3.00% | July 1, 2009 | June 30, 2017 | ||||||||||
Class C Shares |
Contractual | 3.00% | July 1, 2009 | June 30, 2017 | ||||||||||
Class R6 Shares |
Contractual | 2.00% | April 4, 2017 | June 30, 2017 | ||||||||||
Class Y Shares |
Contractual | 2.00% | July 1, 2009 | June 30, 2017 | ||||||||||
Invesco European Growth Fund |
||||||||||||||
Class A Shares |
Contractual | 2.25% | July 1, 2009 | June 30, 2017 | ||||||||||
Class B Shares |
Contractual | 3.00% | July 1, 2009 | June 30, 2017 | ||||||||||
Class C Shares |
Contractual | 3.00% | July 1, 2009 | June 30, 2017 | ||||||||||
Class R Shares |
Contractual | 2.50% | July 1, 2009 | June 30, 2017 | ||||||||||
Class R6 Shares |
Contractual | 2.00% | April 4, 2017 | June 30, 2017 | ||||||||||
Class Y Shares |
Contractual | 2.00% | July 1, 2009 | June 30, 2017 | ||||||||||
Investor Class Shares |
Contractual | 2.25% | July 1, 2009 | June 30, 2017 | ||||||||||
Invesco Global Growth Fund |
||||||||||||||
Class A Shares |
Contractual | 1.22% | January 1, 2017 | February 28, 2018 | ||||||||||
Class B Shares |
Contractual | 1.97% | January 1, 2017 | February 28, 2018 | ||||||||||
Class C Shares |
Contractual | 1.97% | January 1, 2017 | February 28, 2018 | ||||||||||
Class R5 Shares |
Contractual | 0.97% | January 1, 2017 | February 28, 2018 | ||||||||||
Class R6 Shares |
Contractual | 0.97% | January 1, 2017 | February 28, 2018 | ||||||||||
Class Y Shares |
Contractual | 0.97% | January 1, 2017 | February 28, 2018 | ||||||||||
Invesco Global Opportunities Fund |
||||||||||||||
Class A Shares |
Contractual | 1.02% | January 1, 2017 | February 28, 2018 | ||||||||||
Class C Shares |
Contractual | 1.77% | January 1, 2017 | February 28, 2018 | ||||||||||
Class R Shares |
Contractual | 1.27% | January 1, 2017 | February 28, 2018 | ||||||||||
Class R5 Shares |
Contractual | 0.77% | January 1, 2017 | February 28, 2018 | ||||||||||
Class R6 Shares |
Contractual | 0.77% | January 1, 2017 | February 28, 2018 | ||||||||||
Class Y Shares |
Contractual | 0.77% | January 2017 | February 28, 2018 | ||||||||||
Invesco Global Small & Mid Cap Growth Fund |
||||||||||||||
Class A Shares |
Contractual | 2.25% | July 1, 2009 | June 30, 2017 | ||||||||||
Class B Shares |
Contractual | 3.00% | July 1, 2009 | June 30, 2017 | ||||||||||
Class C Shares |
Contractual | 3.00% | July 1, 2009 | June 30, 2017 | ||||||||||
Class R5 Shares |
Contractual | 2.00% | July 1, 2009 | June 30, 2017 | ||||||||||
Class R6 Shares |
Contractual | 2.00% | April 4, 2017 | June 30, 2017 | ||||||||||
Class Y Shares |
Contractual | 2.00% | July 1, 2009 | June 30, 2017 | ||||||||||
Invesco Global Responsibility Equity Fund |
||||||||||||||
Class A Shares |
Contractual | 0.85% | June 30, 2016 | February 28, 2018 | ||||||||||
Class C Shares |
Contractual | 1.60% | June 30, 2016 | February 28, 2018 | ||||||||||
Class R Shares |
Contractual | 1.10% | June 30, 2016 | February 28, 2018 | ||||||||||
Class R5 Shares |
Contractual | 0.60% | June 30, 2016 | February 28, 2018 | ||||||||||
Class R6 Shares |
Contractual | 0.60% | June 30, 2016 | February 28, 2018 | ||||||||||
Class Y Shares |
Contractual | 0.60% | June 30, 2016 | February 28, 2018 | ||||||||||
Invesco International Companies Fund |
||||||||||||||
Class A Shares |
Contractual | 1.12% | January 1, 2017 | February 28, 2018 | ||||||||||
Class C Shares |
Contractual | 1.87% | January 1, 2017 | February 28, 2018 | ||||||||||
Class R Shares |
Contractual | 1.37% | January 1, 2017 | February 28, 2018 | ||||||||||
Class R5 Shares |
Contractual | 0.87% | January 1, 2017 | February 28, 2018 | ||||||||||
Class R6 Shares |
Contractual | 0.87% | January 1, 2017 | February 28, 2018 | ||||||||||
Class Y Shares |
Contractual | 0.87% | January 1, 2017 | February 28, 2018 |
See page 17 for footnotes to Exhibit A.
9
Fund |
Contractual/
Voluntary |
Expense
|
Effective Date of
Current Limit |
Expiration
Date |
||||
Invesco International Core Equity Fund |
||||||||
Class A Shares |
Contractual | 1.12% | January 1, 2017 | February 28, 2018 | ||||
Class B Shares |
Contractual | 1.87% | January 1, 2017 | February 28, 2018 | ||||
Class C Shares |
Contractual | 1.87% | January 1, 2017 | February 28, 2018 | ||||
Class R Shares |
Contractual | 1.37% | January 1, 2017 | February 28, 2018 | ||||
Class R5 Shares |
Contractual | 0.87% | January 1, 2017 | February 28, 2018 | ||||
Class R6 Shares |
Contractual | 0.87% | January 1, 2017 | February 28, 2018 | ||||
Class Y Shares |
Contractual | 0.87% | January 1, 2017 | February 28, 2018 | ||||
Investor Class Shares |
Contractual | 1.12% | January 1, 2017 | February 28, 2018 | ||||
Invesco International Growth Fund |
||||||||
Class A Shares |
Contractual | 2.25% | July 1, 2013 | June 30, 2017 | ||||
Class B Shares |
Contractual | 3.00% | July 1, 2013 | June 30, 2017 | ||||
Class C Shares |
Contractual | 3.00% | July 1, 2013 | June 30, 2017 | ||||
Class R Shares |
Contractual | 2.50% | July 1, 2013 | June 30, 2017 | ||||
Class R5 Shares |
Contractual | 2.00% | July 1, 2013 | June 30, 2017 | ||||
Class R6 Shares |
Contractual | 2.00% | July 1, 2013 | June 30, 2017 | ||||
Class Y Shares |
Contractual | 2.00% | July 1, 2013 | June 30, 2017 | ||||
Invesco Select Opportunities Fund |
||||||||
Class A Shares |
Contractual | 1.02% | January 1, 2017 | February 28, 2018 | ||||
Class C Shares |
Contractual | 1.77% | January 1, 2017 | February 28, 2018 | ||||
Class R Shares |
Contractual | 1.27% | January 1, 2017 | February 28, 2018 | ||||
Class R5 Shares |
Contractual | 0.77% | January 1, 2017 | February 28, 2018 | ||||
Class R6 Shares |
Contractual | 0.77% | January 1, 2017 | February 28, 2018 | ||||
Class Y Shares |
Contractual | 0.77% | January 1, 2017 | February 28, 2018 |
AIM Investment Funds (Invesco Investment Funds)
Fund |
Contractual/
Voluntary |
Expense
Limitation |
Effective Date of
Current Limit |
Expiration
Date |
||||
Invesco All Cap Market Neutral Fund |
||||||||
Class A Shares |
Contractual | 1.50% | January 1, 2017 | February 28, 2018 | ||||
Class C Shares |
Contractual | 2.25% | January 1, 2017 | February 28, 2018 | ||||
Class R Shares |
Contractual | 1.75% | January 1, 2017 | February 28, 2018 | ||||
Class R5 Shares |
Contractual | 1.25% | January 1, 2017 | February 28, 2018 | ||||
Class R6 Shares |
Contractual | 1.25% | January 1, 2017 | February 28, 2018 | ||||
Class Y Shares |
Contractual | 1.25% | January 1, 2017 | February 28, 2018 | ||||
Invesco Balanced-Risk Allocation Fund 2 |
||||||||
Class A Shares |
Contractual | 2.00% | July 1, 2012 | June 30, 2017 | ||||
Class B Shares |
Contractual | 2.75% | July 1, 2012 | June 30, 2017 | ||||
Class C Shares |
Contractual | 2.75% | July 1, 2012 | June 30, 2017 | ||||
Class R Shares |
Contractual | 2.25% | July 1, 2012 | June 30, 2017 | ||||
Class R5 Shares |
Contractual | 1.75% | July 1, 2012 | June 30, 2017 | ||||
Class R6 Shares |
Contractual | 1.75% | September 24, 2012 | June 30, 2017 | ||||
Class Y Shares |
Contractual | 1.75% | July 1, 2012 | June 30, 2017 | ||||
Invesco Balanced-Risk Commodity Strategy Fund 3 |
||||||||
Class A Shares |
Contractual | 2.00% | July 1, 2014 | June 30, 2017 | ||||
Class B Shares |
Contractual | 2.75% | July 1, 2014 | June 30, 2017 | ||||
Class C Shares |
Contractual | 2.75% | July 1, 2014 | June 30, 2017 | ||||
Class R Shares |
Contractual | 2.25% | July 1, 2014 | June 30, 2017 | ||||
Class R5 Shares |
Contractual | 1.75% | July 1, 2014 | June 30, 2017 | ||||
Class R6 Shares |
Contractual | 1.75% | July 1, 2014 | June 30, 2017 | ||||
Class Y Shares |
Contractual | 1.75% | July 1, 2014 | June 30, 2017 |
See page 17 for footnotes to Exhibit A.
10
Fund |
Contractual/
Voluntary |
Expense
Limitation |
Effective Date of
Current Limit |
Expiration
Date |
||||
Invesco Developing Markets Fund |
||||||||
Class A Shares |
Contractual | 2.25% | July 1, 2012 | June 30, 2017 | ||||
Class B Shares |
Contractual | 3.00% | July 1, 2012 | June 30, 2017 | ||||
Class C Shares |
Contractual | 3.00% | July 1, 2012 | June 30, 2017 | ||||
Class R5 Shares |
Contractual | 2.00% | July 1, 2012 | June 30, 2017 | ||||
Class R6 Shares |
Contractual | 2.00% | September 24, 2012 | June 30, 2017 | ||||
Class Y Shares |
Contractual | 2.00% | July 1, 2012 | June 30, 2017 | ||||
Invesco Emerging Markets Equity Fund |
||||||||
Class A Shares |
Contractual | 1.33% | January 1, 2017 | February 28, 2018 | ||||
Class C Shares |
Contractual | 2.08% | January 1, 2017 | February 28, 2018 | ||||
Class R Shares |
Contractual | 1.58% | January 1, 2017 | February 28, 2018 | ||||
Class R5 Shares |
Contractual | 1.08% | January 1, 2017 | February 28, 2018 | ||||
Class R6 Shares |
Contractual | 1.08% | January 1, 2017 | February 28, 2018 | ||||
Class Y Shares |
Contractual | 1.08% | January 1, 2017 | February 28, 2018 | ||||
Invesco Emerging Markets Flexible Bond Fund |
||||||||
Class A Shares |
Contractual | 1.24% | June 14, 2010 | February 28, 2018 | ||||
Class B Shares |
Contractual | 1.99% | June 14, 2010 | February 28, 2018 | ||||
Class C Shares |
Contractual | 1.99% | June 14, 2010 | February 28, 2018 | ||||
Class R Shares |
Contractual | 1.49% | June 14, 2010 | February 28, 2018 | ||||
Class R5 Shares |
Contractual | 0.99% | June 14, 2010 | February 28, 2018 | ||||
Class R6 Shares |
Contractual | 0.99% | September 24, 2012 | February 28, 2018 | ||||
Class Y Shares |
Contractual | 0.99% | June 14, 2010 | February 28, 2018 | ||||
Invesco Endeavor Fund |
||||||||
Class A Shares |
Contractual | 2.00% | July 1, 2009 | June 30, 2017 | ||||
Class B Shares |
Contractual | 2.75% | July 1, 2009 | June 30, 2017 | ||||
Class C Shares |
Contractual | 2.75% | July 1, 2009 | June 30, 2017 | ||||
Class R Shares |
Contractual | 2.25% | July 1, 2009 | June 30, 2017 | ||||
Class R5 Shares |
Contractual | 1.75% | July 1, 2009 | June 30, 2017 | ||||
Class R6 Shares |
Contractual | 1.75% | September 24, 2012 | June 30, 2017 | ||||
Class Y Shares |
Contractual | 1.75% | July 1, 2009 | June 30, 2017 | ||||
Invesco Global Health Care Fund |
||||||||
Class A Shares |
Contractual | 2.00% | July 1, 2012 | June 30, 2017 | ||||
Class B Shares |
Contractual | 2.75% | July 1, 2012 | June 30, 2017 | ||||
Class C Shares |
Contractual | 2.75% | July 1, 2012 | June 30, 2017 | ||||
Class R6 Shares |
Contractual | 1.75% | July 1, 2012 | June 30, 2017 | ||||
Class Y Shares |
Contractual | 1.75% | April 4, 2017 | June 30, 2017 | ||||
Investor Class Shares |
Contractual | 2.00% | July 1, 2012 | June 30, 2017 | ||||
Invesco Global Infrastructure Fund |
||||||||
Class A Shares |
Contractual | 1.28% | January 1, 2017 | February 28, 2018 | ||||
Class C Shares |
Contractual | 2.03% | January 1, 2017 | February 28, 2018 | ||||
Class R Shares |
Contractual | 1.53% | January 1, 2017 | February 28, 2018 | ||||
Class R5 Shares |
Contractual | 1.03% | January 1, 2017 | February 28, 2018 | ||||
Class R6 Shares |
Contractual | 1.03% | January 1, 2017 | February 28, 2018 | ||||
Class Y Shares |
Contractual | 1.03% | January 1, 2017 | February 28, 2018 | ||||
Invesco Global Market Neutral Fund |
||||||||
Class A Shares |
Contractual | 1.50% | January 1, 2017 | February 28, 2018 | ||||
Class C Shares |
Contractual | 2.25% | January 1, 2017 | February 28, 2018 | ||||
Class R Shares |
Contractual | 1.75% | January 1, 2017 | February 28, 2018 | ||||
Class R5 Shares |
Contractual | 1.25% | January 1, 2017 | February 28, 2018 | ||||
Class R6 Shares |
Contractual | 1.25% | January 1, 2017 | February 28, 2018 | ||||
Class Y Shares |
Contractual | 1.25% | January 1, 2017 | February 28, 2018 |
See page 17 for footnotes to Exhibit A.
11
Fund |
Contractual/ Voluntary |
Expense Limitation |
Effective Date of
Current Limit |
Expiration
Date |
||||
Invesco Global Targeted Returns Fund 4 |
||||||||
Class A Shares |
Contractual | 1.44% less net AFFE* | January 1, 2017 | February 28, 2018 | ||||
Class C Shares |
Contractual | 2.19% less net AFFE* | January 1, 2017 | February 28, 2018 | ||||
Class R Shares |
Contractual | 1.69% less net AFFE* | January 1, 2017 | February 28, 2018 | ||||
Class R5 Shares |
Contractual | 1.19% less net AFFE* | January 1, 2017 | February 28, 2018 | ||||
Class R6 Shares |
Contractual | 1.19% less net AFFE* | January 1, 2017 | February 28, 2018 | ||||
Class Y Shares |
Contractual | 1.19% less net AFFE* | January 1, 2017 | February 28, 2018 | ||||
Invesco Greater China Fund |
||||||||
Class A Shares |
Contractual | 2.25% | July 1, 2009 | June 30, 2017 | ||||
Class B Shares |
Contractual | 3.00% | July 1, 2009 | June 30, 2017 | ||||
Class C Shares |
Contractual | 3.00% | July 1, 2009 | June 30, 2017 | ||||
Class R5 Shares |
Contractual | 2.00% | July 1, 2009 | June 30, 2017 | ||||
Class R6 Shares |
Contractual | 2.00% | April 4, 2017 | June 30, 2017 | ||||
Class Y Shares |
Contractual | 2.00% | July 1, 2009 | June 30, 2017 | ||||
Invesco Long/Short Equity Fund |
||||||||
Class A Shares |
Contractual | 1.59% | January 1, 2017 | February 28, 2018 | ||||
Class C Shares |
Contractual | 2.34% | January 1, 2017 | February 28, 2018 | ||||
Class R Shares |
Contractual | 1.84% | January 1, 2017 | February 28, 2018 | ||||
Class R5 Shares |
Contractual | 1.34% | January 1, 2017 | February 28, 2018 | ||||
Class R6 Shares |
Contractual | 1.34% | January 1, 2017 | February 28, 2018 | ||||
Class Y Shares |
Contractual | 1.34% | January 1, 2017 | February 28, 2018 | ||||
Invesco Low Volatility Emerging Markets Fund |
||||||||
Class A Shares |
Contractual | 1.33% | January 1, 2017 | February 28, 2018 | ||||
Class C Shares |
Contractual | 2.08% | January 1, 2017 | February 28, 2018 | ||||
Class R Shares |
Contractual | 1.58% | January 1, 2017 | February 28, 2018 | ||||
Class R5 Shares |
Contractual | 1.08% | January 1, 2017 | February 28, 2018 | ||||
Class R6 Shares |
Contractual | 1.08% | January 1, 2017 | February 28, 2018 | ||||
Class Y Shares |
Contractual | 1.08% | January 1, 2017 | February 28, 2018 | ||||
Invesco MLP Fund |
||||||||
Class A Shares |
Contractual | 1.28% | January 1, 2017 | February 28, 2018 | ||||
Class C Shares |
Contractual | 2.03% | January 1, 2017 | February 28, 2018 | ||||
Class R Shares |
Contractual | 1.53% | January 1, 2017 | February 28, 2018 | ||||
Class R5 Shares |
Contractual | 1.03% | January 1, 2017 | February 28, 2018 | ||||
Class R6 Shares |
Contractual | 1.03% | January 1, 2017 | February 28, 2018 | ||||
Class Y Shares |
Contractual | 1.03% | January 1, 2017 | February 28, 2018 | ||||
Invesco Macro Allocation Strategy Fund 5 |
||||||||
Class A Shares |
Contractual | 1.44% | January 1, 2017 | February 28, 2018 | ||||
Class C Shares |
Contractual | 2.19% | January 1, 2017 | February 28, 2018 | ||||
Class R Shares |
Contractual | 1.69% | January 1, 2017 | February 28, 2018 | ||||
Class R5 Shares |
Contractual | 1.19% | January 1, 2017 | February 28, 2018 | ||||
Class R6 Shares |
Contractual | 1.19% | January 1, 2017 | February 28, 2018 | ||||
Class Y Shares |
Contractual | 1.19% | January 1, 2017 | February 28, 2018 | ||||
Invesco Macro International Equity Fund |
||||||||
Class A Shares |
Contractual | 1.43% | December 17, 2013 | February 28, 2018 | ||||
Class C Shares |
Contractual | 2.18% | December 17, 2013 | February 28, 2018 | ||||
Class R Shares |
Contractual | 1.68% | December 17, 2013 | February 28, 2018 | ||||
Class R5 Shares |
Contractual | 1.18% | December 17, 2013 | February 28, 2018 | ||||
Class R6 Shares |
Contractual | 1.18% | December 17, 2013 | February 28, 2018 | ||||
Class Y Shares |
Contractual | 1.18% | December 17, 2013 | February 28, 2018 |
See page 17 for footnotes to Exhibit A.
12
Fund |
Contractual/ Voluntary |
Expense Limitation |
Effective Date of
Current Limit |
Expiration
Date |
||||
Invesco Macro Long/Short Fund |
||||||||
Class A Shares |
Contractual | 1.87% | December 17, 2013 | February 28, 2018 | ||||
Class C Shares |
Contractual | 2.62% | December 17, 2013 | February 28, 2018 | ||||
Class R Shares |
Contractual | 2.12% | December 17, 2013 | February 28, 2018 | ||||
Class R5 Shares |
Contractual | 1.62% | December 17, 2013 | February 28, 2018 | ||||
Class R6 Shares |
Contractual | 1.62% | December 17, 2013 | February 28, 2018 | ||||
Class Y Shares |
Contractual | 1.62% | December 17, 2013 | February 28, 2018 | ||||
Invesco Multi-Asset Income Fund |
||||||||
Class A Shares |
Contractual | 0.85% | January 1, 2017 | February 28, 2018 | ||||
Class C Shares |
Contractual | 1.60% | January 1, 2017 | February 28, 2018 | ||||
Class R Shares |
Contractual | 1.10% | January 1, 2017 | February 28, 2018 | ||||
Class R5 Shares |
Contractual | 0.60% | January 1, 2017 | February 28, 2018 | ||||
Class R6 Shares |
Contractual | 0.60% | January 1, 2017 | February 28, 2018 | ||||
Class Y Shares |
Contractual | 0.60% | January 1, 2017 | February 28, 2018 | ||||
Invesco Pacific Growth Fund |
||||||||
Class A Shares |
Contractual | 2.25% | July 1, 2012 | June 30, 2017 | ||||
Class B Shares |
Contractual | 3.00% | July 1, 2012 | June 30, 2017 | ||||
Class C Shares |
Contractual | 3.00% | July 1, 2012 | June 30, 2017 | ||||
Class R Shares |
Contractual | 2.50% | July 1, 2012 | June 30, 2017 | ||||
Class R5 Shares |
Contractual | 2.00% | July 1, 2012 | June 30, 2017 | ||||
Class R6 Shares |
Contractual | 2.00% | April 4, 2017 | June 30, 2017 | ||||
Class Y Shares |
Contractual | 2.00% | July 1, 2012 | June 30, 2017 | ||||
Invesco Select Companies Fund |
||||||||
Class A Shares |
Contractual | 2.00% | July 1, 2009 | June 30, 2017 | ||||
Class B Shares |
Contractual | 2.75% | July 1, 2009 | June 30, 2017 | ||||
Class C Shares |
Contractual | 2.75% | July 1, 2009 | June 30, 2017 | ||||
Class R Shares |
Contractual | 2.25% | July 1, 2009 | June 30, 2017 | ||||
Class R5 Shares |
Contractual | 1.75% | July 1, 2009 | June 30, 2017 | ||||
Class R6 Shares |
Contractual | 1.75% | April 4, 2017 | June 30, 2017 | ||||
Class Y Shares |
Contractual | 1.75% | July 1, 2009 | June 30, 2017 | ||||
Invesco World Bond Fund |
||||||||
Class A Shares |
Contractual | 0.94% | December 1, 2016 | February 28, 2018 | ||||
Class B Shares |
Contractual | 1.69% | December 1, 2016 | February 28, 2018 | ||||
Class C Shares |
Contractual | 1.69% | December 1, 2016 | February 28, 2018 | ||||
Class R5 Shares |
Contractual | 0.69% | December 1, 2016 | February 28, 2018 | ||||
Class R6 Shares |
Contractual | 0.69% | December 1, 2016 | February 28, 2018 | ||||
Class Y Shares |
Contractual | 0.69% | December 1, 2016 | February 28, 2018 |
AIM Investment Securities Funds (Invesco Investment Securities Funds)
Fund |
Contractual/ Voluntary |
Expense Limitation |
Effective Date of
Current Limit |
Expiration
Date |
||||
Invesco Corporate Bond Fund |
||||||||
Class A Shares |
Contractual | 1.50% | July 1, 2012 | June 30, 2017 | ||||
Class B Shares |
Contractual | 2.25% | July 1, 2012 | June 30, 2017 | ||||
Class C Shares |
Contractual | 2.25% | July 1, 2012 | June 30, 2017 | ||||
Class R Shares |
Contractual | 1.75% | July 1, 2012 | June 30, 2017 | ||||
Class R5 Shares |
Contractual | 1.25% | July 1, 2012 | June 30, 2017 | ||||
Class R6 Shares |
Contractual | 1.25% | September 24, 2012 | June 30, 2017 | ||||
Class Y Shares |
Contractual | 1.25% | July 1, 2012 | June 30, 2017 | ||||
Invesco Global Real Estate Fund |
||||||||
Class A Shares |
Contractual | 2.00% | July 1, 2009 | June 30, 2017 | ||||
Class B Shares |
Contractual | 2.75% | July 1, 2009 | June 30, 2017 | ||||
Class C Shares |
Contractual | 2.75% | July 1, 2009 | June 30, 2017 | ||||
Class R Shares |
Contractual | 2.25% | July 1, 2009 | June 30, 2017 | ||||
Class R5 Shares |
Contractual | 1.75% | July 1, 2009 | June 30, 2017 | ||||
Class R6 Shares |
Contractual | 1.75% | September 24, 2012 | June 30, 2017 | ||||
Class Y Shares |
Contractual | 1.75% | July 1, 2009 | June 30, 2017 |
See page 17 for footnotes to Exhibit A.
13
Fund |
Contractual/
Voluntary |
Expense Limitation |
Effective Date of
Current Limit |
Expiration
Date |
||||
Invesco High Yield Fund |
||||||||
Class A Shares |
Contractual | 1.50% | July 1, 2013 | June 30, 2017 | ||||
Class B Shares |
Contractual | 2.25% | July 1, 2013 | June 30, 2017 | ||||
Class C Shares |
Contractual | 2.25% | July 1, 2013 | June 30, 2017 | ||||
Class R5 Shares |
Contractual | 1.25% | July 1, 2013 | June 30, 2017 | ||||
Class R6 Shares |
Contractual | 1.25% | July 1, 2013 | June 30, 2017 | ||||
Class Y Shares |
Contractual | 1.25% | July 1, 2013 | June 30, 2017 | ||||
Investor Class Shares |
Contractual | 1.50% | July 1, 2013 | June 30, 2017 | ||||
Invesco Short Duration Inflation Protected Fund |
||||||||
Class A Shares |
Contractual | 0.55% | December 31, 2015 | June 30, 2017 | ||||
Class A2 Shares |
Contractual | 0.45% | December 31, 2015 | June 30, 2017 | ||||
Class R5 Shares |
Contractual | 0.30% | December 31, 2015 | June 30, 2017 | ||||
Class R6 Shares |
Contractual | 0.30% | December 31, 2015 | June 30, 2017 | ||||
Class Y Shares |
Contractual | 0.30% | December 31, 2015 | June 30, 2017 | ||||
Invesco Real Estate Fund |
||||||||
Class A Shares |
Contractual | 2.00% | July 1, 2012 | June 30, 2017 | ||||
Class B Shares |
Contractual | 2.75% | July 1, 2012 | June 30, 2017 | ||||
Class C Shares |
Contractual | 2.75% | July 1, 2012 | June 30, 2017 | ||||
Class R Shares |
Contractual | 2.25% | July 1, 2012 | June 30, 2017 | ||||
Class R5 Shares |
Contractual | 1.75% | July 1, 2012 | June 30, 2017 | ||||
Class R6 Shares |
Contractual | 1.75% | September 24, 2012 | June 30, 2017 | ||||
Class Y Shares |
Contractual | 1.75% | July 1, 2012 | June 30, 2017 | ||||
Investor Class Shares |
Contractual | 2.00% | July 1, 2012 | June 30, 2017 | ||||
Invesco Short Term Bond Fund |
||||||||
Class A Shares |
Contractual | 1.40% | July 1, 2013 | June 30, 2017 | ||||
Class C Shares |
Contractual | 1.75%6 | July 1, 2013 | June 30, 2017 | ||||
Class R Shares |
Contractual | 1.75% | July 1, 2013 | June 30, 2017 | ||||
Class R5 Shares |
Contractual | 1.25% | July 1, 2013 | June 30, 2017 | ||||
Class R6 Shares |
Contractual | 1.25% | July 1, 2013 | June 30, 2017 | ||||
Class Y Shares |
Contractual | 1.25% | July 1, 2013 | June 30, 2017 | ||||
Invesco U.S. Government Fund |
||||||||
Class A Shares |
Contractual | 1.50% | July 1, 2012 | June 30, 2017 | ||||
Class B Shares |
Contractual | 2.25% | July 1, 2012 | June 30, 2017 | ||||
Class C Shares |
Contractual | 2.25% | July 1, 2012 | June 30, 2017 | ||||
Class R Shares |
Contractual | 1.75% | July 1, 2012 | June 30, 2017 | ||||
Class R5 Shares |
Contractual | 1.25% | July 1, 2012 | June 30, 2017 | ||||
Class R6 Shares |
Contractual | 1.25% | April 4, 2017 | June 30, 2017 | ||||
Class Y Shares |
Contractual | 1.25% | July 1, 2012 | June 30, 2017 | ||||
Investor Class Shares |
Contractual | 1.50% | July 1, 2012 | June 30, 2017 |
AIM Sector Funds (Invesco Sector Funds)
Fund |
Contractual/
Voluntary |
Expense Limitation |
Effective Date of
Current Limit |
Expiration
Date |
||||
Invesco American Value Fund |
||||||||
Class A Shares |
Contractual | 2.00% | July 1, 2013 | June 30, 2017 | ||||
Class B Shares |
Contractual | 2.75% | July 1, 2013 | June 30, 2017 | ||||
Class C Shares |
Contractual | 2.75% | July 1, 2013 | June 30, 2017 | ||||
Class R Shares |
Contractual | 2.25% | July 1, 2013 | June 30, 2017 | ||||
Class R5 Shares |
Contractual | 1.75% | July 1, 2013 | June 30, 2017 | ||||
Class R6 Shares |
Contractual | 1.75% | July 1, 2013 | June 30, 2017 | ||||
Class Y Shares |
Contractual | 1.75% | July 1, 2013 | June 30, 2017 | ||||
Invesco Comstock Fund |
||||||||
Class A Shares |
Contractual | 2.00% | July 1, 2012 | June 30, 2017 | ||||
Class B Shares |
Contractual | 2.75% | July 1, 2012 | June 30, 2017 | ||||
Class C Shares |
Contractual | 2.75% | July 1, 2012 | June 30, 2017 | ||||
Class R Shares |
Contractual | 2.25% | July 1, 2012 | June 30, 2017 | ||||
Class R5 Shares |
Contractual | 1.75% | July 1, 2012 | June 30, 2017 | ||||
Class R6 Shares |
Contractual | 1.75% | September 24, 2012 | June 30, 2017 | ||||
Class Y Shares |
Contractual | 1.75% | July 1, 2012 | June 30, 2017 |
See page 17 for footnotes to Exhibit A.
14
Fund |
Contractual/
Voluntary |
Expense Limitation |
Effective Date of
Current Limit |
Expiration
Date |
||||
Invesco Energy Fund |
||||||||
Class A Shares |
Contractual | 2.00% | July 1, 2009 | June 30, 2017 | ||||
Class B Shares |
Contractual | 2.75% | July 1, 2009 | June 30, 2017 | ||||
Class C Shares |
Contractual | 2.75% | July 1, 2009 | June 30, 2017 | ||||
Class R5 Shares |
Contractual | 1.75% | July 1, 2009 | June 30, 2017 | ||||
Class R6 Shares |
Contractual | 1.75% | April 4, 2017 | June 30, 2017 | ||||
Class Y Shares |
Contractual | 1.75% | July 1, 2009 | June 30, 2017 | ||||
Investor Class Shares |
Contractual | 2.00% | July 1, 2009 | June 30, 2017 | ||||
Invesco Dividend Income Fund |
||||||||
Class A Shares |
Contractual | 2.00% | September 1, 2016 | June 30, 2017 | ||||
Class B Shares |
Contractual | 2.75% | September 1, 2016 | June 30, 2017 | ||||
Class C Shares |
Contractual | 2.75% | September 1, 2016 | June 30, 2017 | ||||
Class R5 Shares |
Contractual | 1.75% | September 1, 2016 | June 30, 2017 | ||||
Class R6 Shares |
Contractual | 1.75% | September 1, 2016 | June 30, 2017 | ||||
Class Y Shares |
Contractual | 1.75% | September 1, 2016 | June 30, 2017 | ||||
Investor Class Shares |
Contractual | 2.00% | September 1, 2016 | June 30, 2017 | ||||
Invesco Gold & Precious Metals Fund |
||||||||
Class A Shares |
Contractual | 2.00% | July 1, 2009 | June 30, 2017 | ||||
Class B Shares |
Contractual | 2.75% | July 1, 2009 | June 30, 2017 | ||||
Class C Shares |
Contractual | 2.75% | July 1, 2009 | June 30, 2017 | ||||
Class R6 Shares |
Contractual | 1.75% | April 4, 2017 | June 30, 2017 | ||||
Class Y Shares |
Contractual | 1.75% | July 1, 2009 | June 30, 2017 | ||||
Investor Class Shares |
Contractual | 2.00% | July 1, 2009 | June 30, 2017 | ||||
Invesco Mid Cap Growth Fund |
||||||||
Class A Shares |
Contractual | 2.00% | August 1, 2015 | June 30, 2017 | ||||
Class B Shares |
Contractual | 2.75% | August 1, 2015 | June 30, 2017 | ||||
Class C Shares |
Contractual | 2.75% | August 1, 2015 | June 30, 2017 | ||||
Class R Shares |
Contractual | 2.25% | August 1, 2015 | June 30, 2017 | ||||
Class R5 Shares |
Contractual | 1.75% | August 1, 2015 | June 30, 2017 | ||||
Class R6 Shares |
Contractual | 1.75% | August 1, 2015 | June 30, 2017 | ||||
Class Y Shares |
Contractual | 1.75% | August 1, 2015 | June 30, 2017 | ||||
Invesco Small Cap Value Fund |
||||||||
Class A Shares |
Contractual | 2.00% | July 1, 2012 | June 30, 2017 | ||||
Class B Shares |
Contractual | 2.75% | July 1, 2012 | June 30, 2017 | ||||
Class C Shares |
Contractual | 2.75% | July 1, 2012 | June 30, 2017 | ||||
Class R6 Shares |
Contractual | 1.75% | February 7, 2017 | June 30, 2017 | ||||
Class Y Shares |
Contractual | 1.75% | July 1, 2012 | June 30, 2017 | ||||
Invesco Technology Fund |
||||||||
Class A Shares |
Contractual | 2.00% | July 1, 2012 | June 30, 2017 | ||||
Class B Shares |
Contractual | 2.75% | July 1, 2012 | June 30, 2017 | ||||
Class C Shares |
Contractual | 2.75% | July 1, 2012 | June 30, 2017 | ||||
Class R5 Shares |
Contractual | 1.75% | July 1, 2012 | June 30, 2017 | ||||
Class R6 Shares |
Contractual | 1.75% | April 4, 2017 | June 30, 2017 | ||||
Class Y Shares |
Contractual | 1.75% | July 1, 2012 | June 30, 2017 | ||||
Investor Class Shares |
Contractual | 2.00% | July 1, 2012 | June 30, 2017 | ||||
Invesco Technology Sector Fund |
||||||||
Class A Shares |
Contractual | 2.00% | February 12, 2010 | June 30, 2017 | ||||
Class B Shares |
Contractual | 2.75% | February 12, 2010 | June 30, 2017 | ||||
Class C Shares |
Contractual | 2.75% | February 12, 2010 | June 30, 2017 | ||||
Class Y Shares |
Contractual | 1.75% | February 12, 2010 | June 30, 2017 |
See page 17 for footnotes to Exhibit A.
15
Fund |
Contractual/
Voluntary |
Expense
Limitation |
Effective Date of
Current Limit |
Expiration
Date |
||||
Invesco Value Opportunities Fund |
||||||||
Class A Shares |
Contractual | 2.00% | July 1, 2012 | June 30, 2017 | ||||
Class B Shares |
Contractual | 2.75% | July 1, 2012 | June 30, 2017 | ||||
Class C Shares |
Contractual | 2.75% | July 1, 2012 | June 30, 2017 | ||||
Class R Shares |
Contractual | 2.25% | July 1, 2012 | June 30, 2017 | ||||
Class R5 Shares |
Contractual | 1.75% | July 1, 2012 | June 30, 2017 | ||||
Class R6 Shares |
Contractual | 1.75% | April 4, 2017 | June 30, 2017 | ||||
Class Y Shares |
Contractual | 1.75% | July 1, 2012 | June 30, 2017 |
AIM Tax-Exempt Funds (Invesco Tax-Exempt Funds)
Fund |
Contractual/
Voluntary |
Expense
Limitation |
Effective Date of
Current Limit |
Expiration
Date |
||||
Invesco High Yield Municipal Fund |
||||||||
Class A Shares |
Contractual | 1.50% | July 1, 2012 | June 30, 2017 | ||||
Class B Shares |
Contractual | 2.25% | July 1, 2012 | June 30, 2017 | ||||
Class C Shares |
Contractual | 2.25% | July 1, 2012 | June 30, 2017 | ||||
Class R5 Shares |
Contractual | 1.25% | July 1, 2012 | June 30, 2017 | ||||
Class R6 Shares |
Contractual | 1.25% | April 4, 2017 | June 30, 2017 | ||||
Class Y Shares |
Contractual | 1.25% | July 1, 2012 | June 30, 2017 | ||||
Invesco Intermediate Term Municipal Income Fund |
||||||||
Class A Shares |
Contractual | 0.84% | July 1, 2016 | April 30, 2018 | ||||
Class B Shares |
Contractual | 1.59% | July 1, 2016 | April 30, 2018 | ||||
Class C Shares |
Contractual | 1.59% | July 1, 2016 | April 30, 2018 | ||||
Class R6 Shares |
Contractual | 0.59% | April 4, 2017 | April 30, 2018 | ||||
Class Y Shares |
Contractual | 0.59% | July 1, 2016 | April 30, 2018 | ||||
Invesco Municipal Income Fund |
||||||||
Class A Shares |
Contractual | 1.50% | July 1, 2013 | June 30, 2017 | ||||
Class B Shares |
Contractual | 2.25% | July 1, 2013 | June 30, 2017 | ||||
Class C Shares |
Contractual | 2.25% | July 1, 2013 | June 30, 2017 | ||||
Class R6 Shares |
Contractual | 1.25% | April 4, 2017 | June 30, 2017 | ||||
Class Y Shares |
Contractual | 1.25% | July 1, 2013 | June 30, 2017 | ||||
Investor Class |
Contractual | 1.50% | July 15, 2013 | June 30, 2017 | ||||
Invesco New York Tax Free Income Fund |
||||||||
Class A Shares |
Contractual | 1.50% | July 1, 2012 | June 30, 2017 | ||||
Class B Shares |
Contractual | 2.25% | July 1, 2012 | June 30, 2017 | ||||
Class C Shares |
Contractual | 2.25% | July 1, 2012 | June 30, 2017 | ||||
Class R6 Shares |
Contractual | 1.25% | April 4, 2017 | June 30, 2017 | ||||
Class Y Shares |
Contractual | 1.25% | July 1, 2012 | June 30, 2017 | ||||
Invesco Limited Term Municipal Income Fund |
||||||||
Class A Shares |
Contractual | 1.50% | July 1, 2012 | June 30, 2017 | ||||
Class A2 Shares |
Contractual | 1.25% | July 1, 2012 | June 30, 2017 | ||||
Class C Shares |
Contractual | 2.25% | June 30, 2013 | June 30, 2017 | ||||
Class R5 Shares |
Contractual | 1.25% | July 1, 2012 | June 30, 2017 | ||||
Class R6 Shares |
Contractual | 1.25% | April 4, 2017 | June 30, 2017 | ||||
Class Y Shares |
Contractual | 1.25% | July 1, 2012 | June 30, 2017 |
See page 17 for footnotes to Exhibit A.
16
Invesco Management Trust
Fund |
Contractual/
Voluntary |
Expense
Limitation |
Effective Date of
Current Limit |
Expiration
Date |
||||||||||||
Invesco Conservative Income Fund |
||||||||||||||||
Institutional Class |
Contractual | 0.28% | July 1, 2014 | December 31, 2017 | ||||||||||||
Invesco Securities Trust |
|
|||||||||||||||
Fund |
Contractual/
Voluntary |
Expense
Limitation |
Effective Date of
Current Limit |
Expiration
Date |
||||||||||||
Invesco Balanced-Risk Aggressive Allocation Fund |
Contractual | 0.94% | January 1, 2017 | February 28, 2018 |
* | Acquired Fund Fees and Expenses (AFFE) will be calculated as of the Funds fiscal year end according to Instruction 3(f) of Item 3 of Form N-1A. Net AFFE will be calculated by subtracting any waivers by Invesco associated with investments in affiliated funds, such as investments in affiliated money market funds, from the AFFE calculated in accordance with the preceding sentence. For clarity, the NET AFFE calculated as of the Funds fiscal year end will be used throughout the waiver period in establishing the Funds waiver amount, regardless of whether actual AFFE is more or less during the waiver period. |
1 | The total operating expenses of any class of shares established after the date of this Memorandum of Agreement will be limited to the amount established for Class A Shares plus the difference between the new class 12b-1 rate and the Class A 12b-1 rate. |
2 | Includes waived fees or reimbursed expenses that Invesco receives from Invesco Cayman Commodity Fund I, Ltd. |
3 | Includes waived fees or reimbursed expenses that Invesco receives from Invesco Cayman Commodity Fund III, Ltd. |
4 | Includes waived fees or reimbursed expenses that Invesco receives from Invesco Cayman Commodity Fund VII, Ltd. |
5 | Includes waived fees or reimbursed expenses that Invesco receives from Invesco Cayman Commodity Fund V, Ltd. |
6 | The expense limit shown is the expense limit after Rule 12b-1 fee waivers by Invesco Distributors, Inc. |
17
EXHIBIT B INSTITUTIONAL MONEY MARKET FUNDS 1,2
Short-Term Investments Trust
Fund |
Contractual/
Voluntary |
Expense
Limitation |
Effective Date of
Current Limit |
Expiration Date | ||||
Government & Agency Portfolio |
||||||||
Cash Management Class |
Contractual | 0.26% | June 1, 2016 | December 31, 2017 | ||||
Corporate Class |
Contractual | 0.21% | June 1, 2016 | December 31, 2017 | ||||
Institutional Class |
Contractual | 0.18% | June 1, 2016 | December 31, 2017 | ||||
Personal Investment Class |
Contractual | 0.73% | June 1, 2016 | December 31, 2017 | ||||
Private Investment Class |
Contractual | 0.48% | June 1, 2016 | December 31, 2017 | ||||
Reserve Class |
Contractual | 1.05% | June 1, 2016 | December 31, 2017 | ||||
Resource Class |
Contractual | 0.34% | June 1, 2016 | December 31, 2017 | ||||
Liquid Assets Portfolio |
||||||||
Cash Management Class |
Contractual | 0.26% | June 1, 2016 | December 31, 2017 | ||||
Corporate Class |
Contractual | 0.21% | June 1, 2016 | December 31, 2017 | ||||
Institutional Class |
Contractual | 0.18% | June 1, 2016 | December 31, 2017 | ||||
Personal Investment Class |
Contractual | 0.73% | June 1, 2016 | December 31, 2017 | ||||
Private Investment Class |
Contractual | 0.48% | June 1, 2016 | December 31, 2017 | ||||
Reserve Class |
Contractual | 1.05% | June 1, 2016 | December 31, 2017 | ||||
Resource Class |
Contractual | 0.38% | June 1, 2016 | December 31, 2017 | ||||
STIC Prime Portfolio |
||||||||
Cash Management Class |
Contractual | 0.26% | June 1, 2016 | December 31, 2017 | ||||
Corporate Class |
Contractual | 0.21% | June 1, 2016 | December 31, 2017 | ||||
Institutional Class |
Contractual | 0.18% | June 1, 2016 | December 31, 2017 | ||||
Personal Investment Class |
Contractual | 0.73% | June 1, 2016 | December 31, 2017 | ||||
Private Investment Class |
Contractual | 0.48% | June 1, 2016 | December 31, 2017 | ||||
Reserve Class |
Contractual | 1.05% | June 1, 2016 | December 31, 2017 | ||||
Resource Class |
Contractual | 0.34% | June 1, 2016 | December 31, 2017 | ||||
Tax-Free Cash Reserve Portfolio 2 |
||||||||
Cash Management Class |
Contractual | 0.28% | June 1, 2016 | December 31, 2017 | ||||
Corporate Class |
Contractual | 0.23% | June 1, 2016 | December 31, 2017 | ||||
Institutional Class |
Contractual | 0.20% | June 1, 2016 | December 31, 2017 | ||||
Personal Investment Class |
Contractual | 0.75% | June 1, 2016 | December 31, 2017 | ||||
Private Investment Class |
Contractual | 0.45% | June 1, 2016 | December 31, 2017 | ||||
Reserve Class |
Contractual | 1.07% | June 1, 2016 | December 31, 2017 | ||||
Resource Class |
Contractual | 0.36% | June 1, 2016 | December 31, 2017 | ||||
Treasury Obligations Portfolio |
||||||||
Cash Management Class |
||||||||
Corporate Class |
Contractual | 0.26% | June 1, 2016 | December 31, 2017 | ||||
Institutional Class |
Contractual | 0.21% | June 1, 2016 | December 31, 2017 | ||||
Personal Investment Class |
Contractual | 0.18% | June 1, 2016 | December 31, 2017 | ||||
Private Investment Class |
Contractual | 0.73% | June 1, 2016 | December 31, 2017 | ||||
Reserve Class |
Contractual | 0.43% | June 1, 2016 | December 31, 2017 | ||||
Resource Class |
Contractual | 1.05% | June 1, 2016 | December 31, 2017 | ||||
Contractual | 0.34% | June 1, 2016 | December 31, 2017 | |||||
Treasury Portfolio |
||||||||
Cash Management Class |
Contractual | 0.26% | June 1, 2016 | December 31, 2017 | ||||
Corporate Class |
Contractual | 0.21% | June 1, 2016 | December 31, 2017 | ||||
Institutional Class |
Contractual | 0.18% | June 1, 2016 | December 31, 2017 | ||||
Personal Investment Class |
Contractual | 0.73% | June 1, 2016 | December 31, 2017 | ||||
Private Investment Class |
Contractual | 0.48% | June 1, 2016 | December 31, 2017 | ||||
Reserve Class |
Contractual | 1.05% | June 1, 2016 | December 31, 2017 | ||||
Resource Class |
Contractual | 0.34% | June 1, 2016 | December 31, 2017 |
1 | The expense rate excluding 12b-1 fees of any class of shares established after the date of this Memorandum of Agreement will be the same as existing classes. |
2 | The expense limitation also excludes Trustees fees and federal registration expenses. |
18
EXHIBIT C VARIABLE INSURANCE FUNDS
AIM Variable Insurance Funds (Invesco Variable Insurance Funds)
Fund |
Contractual/
Voluntary |
Expense
Limitation |
Effective Date of
Current Limit |
Expiration
Date |
||||
Invesco V.I. American Franchise Fund |
||||||||
Series I Shares |
Contractual | 2.00% | July 1, 2014 | June 30, 2017 | ||||
Series II Shares |
Contractual | 2.25% | July 1, 2014 | June 30, 2017 | ||||
Invesco V.I. American Value Fund |
||||||||
Series I Shares |
Contractual | 2.00% | July 1, 2012 | June 30, 2017 | ||||
Series II Shares |
Contractual | 2.25% | July 1, 2012 | June 30, 2017 | ||||
Invesco V.I. Balanced-Risk Allocation Fund 1 |
||||||||
Series I Shares |
Contractual | 0.80% less net AFFE* | May 1, 2014 | April 30, 2018 | ||||
Series II Shares |
Contractual | 1.05% less net AFFE* | May 1, 2014 | April 30, 2018 | ||||
Invesco V.I. Comstock Fund |
||||||||
Series I Shares |
Contractual | 0.78% | May 1, 2013 | April 30, 2018 | ||||
Series II Shares |
Contractual | 1.03% | May 1, 2013 | April 30, 2018 | ||||
Invesco V.I. Core Equity Fund |
||||||||
Series I Shares |
Contractual | 2.00% | May 1, 2013 | June 30, 2017 | ||||
Series II Shares |
Contractual | 2.25% | May 1, 2013 | June 30, 2017 | ||||
Invesco V.I. Core Plus Bond Fund |
||||||||
Series I Shares |
Contractual | 0.61% | April 30, 2015 | April 30, 2018 | ||||
Series II Shares |
Contractual | 0.86% | April 30, 2015 | April 30, 2018 | ||||
Invesco V.I. Diversified Dividend Fund |
||||||||
Series I Shares |
Contractual | 2.00% | May 1, 2013 | June 30, 2017 | ||||
Series II Shares |
Contractual | 2.25% | May 1, 2013 | June 30, 2017 | ||||
Invesco V.I. Equally-Weighted S&P 500 Fund |
||||||||
Series I Shares |
Contractual | 2.00% | July 1, 2012 | June 30, 2017 | ||||
Series II Shares |
Contractual | 2.25% | July 1, 2012 | June 30, 2017 | ||||
Invesco V.I. Equity and Income Fund |
||||||||
Series I Shares |
Contractual | 1.50% | July 1, 2012 | June 30, 2017 | ||||
Series II Shares |
Contractual | 1.75% | July 1, 2012 | June 30, 2017 | ||||
Invesco V.I. Global Core Equity Fund |
||||||||
Series I Shares |
Contractual | 2.25% | July 1, 2012 | June 30, 2017 | ||||
Series II Shares |
Contractual | 2.50% | July 1, 2012 | June 30, 2017 | ||||
Invesco V.I. Global Health Care Fund |
||||||||
Series I Shares |
Contractual | 2.00% | May 1. 2013 | June 30, 2017 | ||||
Series II Shares |
Contractual | 2.25% | May 1, 2013 | June 30, 2017 | ||||
Invesco V.I. Global Real Estate Fund |
||||||||
Series I Shares |
Contractual | 2.00% | May 1. 2013 | June 30, 2017 | ||||
Series II Shares |
Contractual | 2.25% | May 1, 2013 | June 30, 2017 |
1 | Includes waived fees or reimbursed expenses that Invesco receives from Invesco Cayman Commodity Fund IV, Ltd. |
19
Fund |
Contractual/
Voluntary |
Expense
Limitation |
Effective Date of
Current Limit |
Expiration
Date |
||||
Invesco V.I. Government Money Market Fund |
||||||||
Series I Shares |
Contractual | 1.50% | May 1, 2013 | June 30, 2017 | ||||
Series II Shares |
Contractual | 1.75% | May 1, 2013 | June 30, 2017 | ||||
Invesco V.I. Government Securities Fund |
||||||||
Series I Shares |
Contractual | 1.50% | May 1, 2013 | June 30, 2017 | ||||
Series II Shares |
Contractual | 1.75% | May 1, 2013 | June 30, 2017 | ||||
Invesco V.I. Growth and Income Fund |
||||||||
Series I Shares |
Contractual | 0.78% | May 1. 2013 | April 30, 2018 | ||||
Series II Shares |
Contractual | 1.03% | May 1, 2013 | April 30, 2018 | ||||
Invesco V.I. High Yield Fund |
||||||||
Series I Shares |
Contractual | 1.50% | May 1, 2014 | June 30, 2017 | ||||
Series II Shares |
Contractual | 1.75% | May 1, 2014 | June 30, 2017 | ||||
Invesco V.I. International Growth Fund |
||||||||
Series I Shares |
Contractual | 2.25% | July 1, 2012 | June 30, 2017 | ||||
Series II Shares |
Contractual | 2.50% | July 1, 2012 | June 30, 2017 | ||||
Invesco V.I. Managed Volatility Fund |
||||||||
Series I Shares |
Contractual | 2.00% | May 1, 2015 | June 30, 2017 | ||||
Series II Shares |
Contractual | 2.25% | May 1, 2015 | June 30, 2017 | ||||
Invesco V.I. Mid Cap Core Equity Fund |
||||||||
Series I Shares |
Contractual | 2.00% | May 1. 2013 | June 30, 2017 | ||||
Series II Shares |
Contractual | 2.25% | May 1, 2013 | June 30, 2017 | ||||
Invesco V.I. Mid Cap Growth Fund |
||||||||
Series I Shares |
Contractual | 2.00% | July 1, 2014 | June 30, 2017 | ||||
Series II Shares |
Contractual | 2.25% | July 1, 2014 | June 30, 2017 | ||||
Invesco V.I. S&P 500 Index Fund |
||||||||
Series I Shares |
Contractual | 2.00% | July 1, 2012 | June 30, 2017 | ||||
Series II Shares |
Contractual | 2.25% | July 1, 2012 | June 30, 2017 | ||||
Invesco V.I. Small Cap Equity Fund |
||||||||
Series I Shares |
Contractual | 2.00% | May 1. 2013 | June 30, 2017 | ||||
Series II Shares |
Contractual | 2.25% | May 1, 2013 | June 30, 2017 | ||||
Invesco V.I. Technology Fund |
||||||||
Series I Shares |
Contractual | 2.00% | May 1. 2013 | June 30, 2017 | ||||
Series II Shares |
Contractual | 2.25% | May 1, 2013 | June 30, 2017 | ||||
Invesco V.I. Value Opportunities Fund |
||||||||
Series I Shares |
Contractual | 2.00% | May 1. 2013 | June 30, 2017 | ||||
Series II Shares |
Contractual | 2.25% | May 1, 2013 | June 30, 2017 |
* | Acquired Fund Fees and Expenses (AFFE) will be calculated as of the Funds fiscal year end according to Instruction 3(f) of Item 3 of Form N-1A. Net AFFE will be calculated by subtracting any waivers by Invesco associated with investments in affiliated funds, such as investments in affiliated money market funds, from the AFFE calculated in accordance with the preceding sentence. For clarity, the NET AFFE calculated as of the Funds fiscal year end will be used throughout the waiver period in establishing the Funds waiver amount, regardless of whether actual AFFE is more or less during the waiver period. |
20
MEMORANDUM OF AGREEMENT
(Expense Limitations)
This Memorandum of Agreement is entered into as of the Effective Date on the attached exhibits (the Exhibits), between AIM Counselor Series Trust (Invesco Counselor Series Trust), AIM Equity Funds (Invesco Equity Funds), AIM Funds Group (Invesco Funds Group), AIM Growth Series (Invesco Growth Series), AIM International Mutual Funds (Invesco International Mutual Funds), AIM Investment Funds (Invesco Investment Funds), AIM Investment Securities Funds (Invesco Investment Securities Funds), AIM Sector Funds (Invesco Sector Funds), AIM Tax-Exempt Funds (Invesco Tax-Exempt Funds), AIM Variable Insurance Funds (Invesco Variable Insurance Funds), Invesco Management Trust, Invesco Securities Trust and Short-Term Investments Trust (each a Trust or, collectively, the Trusts), on behalf of the funds listed on the Exhibits to this Memorandum of Agreement (the Funds), and Invesco Advisers, Inc. (Invesco). Invesco shall and hereby agrees to waive fees or reimburse expenses of each Fund, on behalf of its respective classes as applicable, severally and not jointly, as indicated in the attached Exhibits.
For and in consideration of the mutual terms and agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Trusts and Invesco agree as follows:
For the Contractual Limits (listed in Exhibits A D), Invesco agrees until at least the expiration date set forth on the attached Exhibits A D (the Expiration Date) that Invesco will waive its fees or reimburse expenses to the extent that expenses of a class of a Fund (excluding (i) interest; (ii) taxes; (iii) dividend expense on short sales; (iv) extraordinary or non-routine items, including litigation expenses; and (v) expenses that each Fund has incurred but did not actually pay because of an expense offset arrangement, if applicable) exceed the rate, on an annualized basis, set forth on the Exhibits of the average daily net assets allocable to such class. Acquired fund fees and expenses are not fees or expenses incurred by a fund directly but are expenses of the investment companies in which a fund invests. These fees and expenses are incurred indirectly through the valuation of a funds investment in these investment companies. Acquired fund fees and expenses are required to be disclosed and included in the total annual fund operating expenses in the prospectus fee table. As a result, the net total annual fund operating expenses shown in the prospectus fee table may exceed the expense limits reflected in Exhibits A - D. Neither a Trust nor Invesco may remove or amend the Contractual Limits to a Trusts detriment prior to the Expiration Date without requesting and receiving the approval of the Board of Trustees of the applicable Funds Trust to remove or amend such Contractual Limits. Invesco will not have any right to reimbursement of any amount so waived or reimbursed.
For the Contractual Limits, Invesco agrees to review the then-current expense limitations for each class of each Fund listed on the Exhibits on a date prior to the Expiration Date to determine whether such limitations should be amended, continued or terminated. The expense limitations will expire upon the Expiration Date unless Invesco has agreed to continue them. The Exhibits will be amended to reflect any such agreement.
For the Voluntary Limits (listed in Exhibits A D), Invesco agrees that these are not contractual in nature and that Invesco may establish, amend and/or terminate such expense limitations at any time in its sole discretion. Any delay or failure by Invesco to update this Memorandum of Agreement with regards to the terminations, extensions, or expirations of the Voluntary Limits shall have no effect on the term of such Voluntary Limitations; the Voluntary Limitations are listed herein for informational purposes only.
It is expressly agreed that the obligations of each Trust hereunder shall not be binding upon any of the Trustees, shareholders, nominees, officers, agents or employees of the Trusts personally, but shall only bind the assets and property of each Fund, as provided in each Trusts Agreement and Declaration of Trust. The execution and delivery of this Memorandum of Agreement have been authorized by the Trustees of the Trusts, and this Memorandum of Agreement has been executed and delivered by an authorized officer of the Trusts acting as such; neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the assets and property of the Funds, as provided in each Trusts Agreement and Declaration of Trust.
IN WITNESS WHEREOF, each of the Trusts and Invesco have entered into this Memorandum of Agreement as of the Effective Dates on the attached Exhibits.
AIM COUNSELOR SERIES TRUST (INVESCO COUNSELOR SERIES TRUST)
AIM EQUITY FUNDS (INVESCO EQUITY FUNDS)
AIM FUNDS GROUP (INVESCO FUNDS GROUP)
AIM GROWTH SERIES (INVESCO GROWTH SERIES)
AIM INTERNATIONAL MUTUAL FUNDS (INVESCO INTERNATIONAL MUTUAL FUNDS)
AIM INVESTMENT FUNDS (INVESCO INVESTMENT FUNDS)
AIM INVESTMENT SECURITIES FUNDS (INVESCO INVESTMENT SECURITIES FUNDS)
AIM SECTOR FUNDS (INVESCO SECTOR FUNDS)
AIM TAX-EXEMPT FUNDS (INVESCO TAX-EXEMPT FUNDS)
AIM VARIABLE INSURANCE FUNDS (INVESCO VARIABLE INSURANCE FUNDS)
INVESCO MANAGEMENT TRUST
INVESCO SECURITIES TRUST
SHORT-TERM INVESTMENTS TRUST
on behalf of the Funds listed in the Exhibits
to this Memorandum of Agreement
By: |
|
|||||
Title: | Senior Vice President | |||||
INVESCO ADVISERS, INC. | ||||||
By: |
|
|||||
Title: | Senior Vice President |
2
EXHIBIT A RETAIL FUNDS 1
AIM Counselor Series Trust (Invesco Counselor Series Trust)
Fund |
Contractual/
Voluntary |
Expense
Limitation |
Effective Date of
Current Limit |
Expiration
Date |
||||
Invesco American Franchise Fund |
||||||||
Class A Shares |
Contractual | 2.00% | July 1, 2013 | June 30, 2018 | ||||
Class B Shares |
Contractual | 2.75% | July 1, 2013 | June 30, 2018 | ||||
Class C Shares |
Contractual | 2.75% | July 1, 2013 | June 30, 2018 | ||||
Class R Shares |
Contractual | 2.25% | July 1, 2013 | June 30, 2018 | ||||
Class R5 Shares |
Contractual | 1.75% | July 1, 2013 | June 30, 2018 | ||||
Class R6 Shares |
Contractual | 1.75% | July 1, 2013 | June 30, 2018 | ||||
Class T Shares |
Contractual | 2.00% | June 9, 2017 | June 30, 2018 | ||||
Class Y Shares |
Contractual | 1.75% | July 1, 2013 | June 30, 2018 | ||||
Invesco California Tax-Free Income Fund |
||||||||
Class A Shares |
Contractual | 1.50% | July 1, 2012 | June 30, 2018 | ||||
Class B Shares |
Contractual | 2.00% | July 1, 2012 | June 30, 2018 | ||||
Class C Shares |
Contractual | 2.00% | July 1, 2012 | June 30, 2018 | ||||
Class R6 Shares |
Contractual | 1.25% | April 4, 2017 | June 30, 2018 | ||||
Class T Shares |
Contractual | 1.50% | June 9, 2017 | June 30, 2018 | ||||
Class Y Shares |
Contractual | 1.25% | July 1, 2012 | June 30, 2018 | ||||
Invesco Core Plus Bond Fund |
||||||||
Class A Shares |
Contractual | 0.75% | December 16, 2016 | June 30, 2018 | ||||
Class B Shares |
Contractual | 1.50% | December 16, 2016 | June 30, 2018 | ||||
Class C Shares |
Contractual | 1.50% | December 16, 2016 | June 30, 2018 | ||||
Class R Shares |
Contractual | 1.00% | December 16, 2016 | June 30, 2018 | ||||
Class R5 Shares |
Contractual | 0.50% | December 16, 2016 | June 30, 2018 | ||||
Class R6 Shares |
Contractual | 0.50% | December 16, 2016 | June 30, 2018 | ||||
Class T Shares |
Contractual | 0.75% | June 9, 2017 | June 30, 2018 | ||||
Class Y Shares |
Contractual | 0.50% | December 16, 2016 | June 30, 2018 | ||||
Invesco Equally-Weighted S&P 500 Fund |
||||||||
Class A Shares |
Contractual | 2.00% | July 1, 2012 | June 30, 2018 | ||||
Class B Shares |
Contractual | 2.75% | July 1, 2012 | June 30, 2018 | ||||
Class C Shares |
Contractual | 2.75% | July 1, 2012 | June 30, 2018 | ||||
Class R Shares |
Contractual | 2.25% | July 1, 2012 | June 30, 2018 | ||||
Class R6 Shares |
Contractual | 1.75% | September 24, 2012 | June 30, 2018 | ||||
Class T Shares |
Contractual | 2.00% | June 9, 2017 | June 30, 2018 | ||||
Class Y Shares |
Contractual | 1.75% | July 1, 2012 | June 30, 2018 | ||||
Invesco Equity and Income Fund |
||||||||
Class A Shares |
Contractual | 1.50% | July 1, 2012 | June 30, 2018 | ||||
Class B Shares |
Contractual | 2.25% | July 1, 2012 | June 30, 2018 | ||||
Class C Shares |
Contractual | 2.25% | July 1, 2012 | June 30, 2018 | ||||
Class R Shares |
Contractual | 1.75% | July 1, 2012 | June 30, 2018 | ||||
Class R5 Shares |
Contractual | 1.25% | July 1, 2012 | June 30, 2018 | ||||
Class R6 Shares |
Contractual | 1.25% | September 24, 2012 | June 30, 2018 | ||||
Class T Shares |
Contractual | 1.50% | June 9, 2017 | June 30, 2018 | ||||
Class Y Shares |
Contractual | 1.25% | July 1, 2012 | June 30, 2018 | ||||
Invesco Floating Rate Fund |
||||||||
Class A Shares |
Contractual | 1.50% | April 14, 2006 | June 30, 2018 | ||||
Class C Shares |
Contractual | 2.00% | April 14, 2006 | June 30, 2018 | ||||
Class R Shares |
Contractual | 1.75% | April 14, 2006 | June 30, 2018 | ||||
Class R5 Shares |
Contractual | 1.25% | April 14, 2006 | June 30, 2018 | ||||
Class R6 Shares |
Contractual | 1.25% | September 24, 2012 | June 30, 2018 | ||||
Class T Shares |
Contractual | 1.50% | June 9, 2017 | June 30, 2018 | ||||
Class Y Shares |
Contractual | 1.25% | October 3, 2008 | June 30, 2018 |
See page 18 for footnotes to Exhibit A.
3
Fund |
Contractual/
Voluntary |
Expense
Limitation |
Effective Date of
Current Limit |
Expiration
Date |
||||
Invesco Global Real Estate Income Fund |
||||||||
Class A Shares |
Contractual | 2.00% | July 1, 2009 | June 30, 2018 | ||||
Class B Shares |
Contractual | 2.75% | July 1, 2009 | June 30, 2018 | ||||
Class C Shares |
Contractual | 2.75% | July 1, 2009 | June 30, 2018 | ||||
Class R5 Shares |
Contractual | 1.75% | July 1, 2009 | June 30, 2018 | ||||
Class R6 Shares |
Contractual | 1.75% | September 24, 2012 | June 30, 2018 | ||||
Class T Shares |
Contractual | 2.00% | June 9, 2017 | June 30, 2018 | ||||
Class Y Shares |
Contractual | 1.75% | July 1, 2009 | June 30, 2018 | ||||
Invesco Growth and Income Fund |
||||||||
Class A Shares |
Contractual | 2.00% | July 1, 2012 | June 30, 2018 | ||||
Class B Shares |
Contractual | 2.75% | July 1, 2012 | June 30, 2018 | ||||
Class C Shares |
Contractual | 2.75% | July 1, 2012 | June 30, 2018 | ||||
Class R Shares |
Contractual | 2.25% | July 1, 2012 | June 30, 2018 | ||||
Class R5 Shares |
Contractual | 1.75% | July 1, 2012 | June 30, 2018 | ||||
Class R6 Shares |
Contractual | 1.75% | September 24, 2012 | June 30, 2018 | ||||
Class T Shares |
Contractual | 2.00% | June 9, 2017 | June 30, 2018 | ||||
Class Y Shares |
Contractual | 1.75% | July 1, 2012 | June 30, 2018 | ||||
Invesco Low Volatility Equity Yield Fund |
||||||||
Class A Shares |
Contractual | 2.00% | July 1, 2012 | June 30, 2018 | ||||
Class B Shares |
Contractual | 2.75% | July 1, 2012 | June 30, 2018 | ||||
Class C Shares |
Contractual | 2.75% | July 1, 2012 | June 30, 2018 | ||||
Class R Shares |
Contractual | 2.25% | July 1, 2012 | June 30, 2018 | ||||
Class R5 Shares |
Contractual | 1.75% | July 1, 2012 | June 30, 2018 | ||||
Class R6 Shares |
Contractual | 1.75% | April 4, 2017 | June 30, 2018 | ||||
Class T Shares |
Contractual | 2.00% | June 9, 2017 | June 30, 2018 | ||||
Class Y Shares |
Contractual | 1.75% | July 1, 2012 | June 30, 2018 | ||||
Investor Class Shares |
Contractual | 2.00% | July 1, 2012 | June 30, 2018 | ||||
Invesco Pennsylvania Tax Free Income Fund |
||||||||
Class A Shares |
Contractual | 1.50% | July 1, 2012 | June 30, 2018 | ||||
Class B Shares |
Contractual | 2.25% | July 1, 2012 | June 30, 2018 | ||||
Class C Shares |
Contractual | 2.25% | July 1, 2012 | June 30, 2018 | ||||
Class R6 Shares |
Contractual | 1.25% | April 4, 2017 | June 30, 2018 | ||||
Class T Shares |
Contractual | 1.50% | June 9, 2017 | June 30, 2018 | ||||
Class Y Shares |
Contractual | 1.25% | July 1, 2012 | June 30, 2018 | ||||
Invesco S&P 500 Index Fund |
||||||||
Class A Shares |
Contractual | 2.00% | July 1, 2012 | June 30, 2018 | ||||
Class B Shares |
Contractual | 2.75% | July 1, 2012 | June 30, 2018 | ||||
Class C Shares |
Contractual | 2.75% | July 1, 2012 | June 30, 2018 | ||||
Class R6 Shares |
Contractual | 1.75% | April 4, 2017 | June 30, 2018 | ||||
Class T Shares |
Contractual | 2.00% | June 9, 2017 | June 30, 2018 | ||||
Class Y Shares |
Contractual | 1.75% | July 1, 2012 | June 30, 2018 | ||||
Invesco Short Duration High Yield Municipal Fund |
||||||||
Class A Shares |
Contractual | 0.79% | September 30, 2015 | June 30, 2018 | ||||
Class C Shares |
Contractual | 1.54% | September 30, 2015 | June 30, 2018 | ||||
Class R5 Shares |
Contractual | 0.54% | September 30, 2015 | June 30, 2018 | ||||
Class R6 Shares |
Contractual | 0.54% | April 4, 2017 | June 30, 2018 | ||||
Class T Shares |
Contractual | 0.79% | June 9, 2017 | June 30, 2018 | ||||
Class Y Shares |
Contractual | 0.54% | September 30, 2015 | June 30, 2018 |
See page 18 for footnotes to Exhibit A.
4
Fund |
Contractual/
Voluntary |
Expense
Limitation |
Effective Date of
Current Limit |
Expiration
Date |
||||||||||
Invesco Small Cap Discovery Fund |
||||||||||||||
Class A Shares |
Contractual | 2.00% | July 1, 2012 | June 30, 2018 | ||||||||||
Class B Shares |
Contractual | 2.75% | July 1, 2012 | June 30, 2018 | ||||||||||
Class C Shares |
Contractual | 2.75% | July 1, 2012 | June 30, 2018 | ||||||||||
Class R5 Shares |
Contractual | 1.75% | September 24, 2012 | June 30, 2018 | ||||||||||
Class R6 Shares |
Contractual | 1.75% | September 24, 2012 | June 30, 2018 | ||||||||||
Class T Shares |
Contractual | 2.00% | June 9, 2017 | June 30, 2018 | ||||||||||
Class Y Shares |
Contractual | 1.75% | July 1, 2012 | June 30, 2018 | ||||||||||
Invesco Strategic Real Return Fund |
||||||||||||||
Class A Shares |
Contractual | 0.82% less net AFFE* | April 30, 2014 | June 30, 2018 | ||||||||||
Class C Shares |
Contractual | 1.57% less net AFFE* | April 30, 2014 | June 30, 2018 | ||||||||||
Class R Shares |
Contractual | 1.07% less net AFFE* | April 30, 2014 | June 30, 2018 | ||||||||||
Class R5 Shares |
Contractual | 0.57% less net AFFE* | April 30, 2014 | June 30, 2018 | ||||||||||
Class R6 Shares |
Contractual | 0.57% less net AFFE* | April 30, 2014 | June 30, 2018 | ||||||||||
Class T Shares |
Contractual | 0.82% less net AFFE* | June 9, 2017 | June 30, 2018 | ||||||||||
Class Y Shares |
Contractual | 0.57% less net AFFE* | April 30, 2014 | June 30, 2018 | ||||||||||
AIM Equity Funds (Invesco Equity Funds) | ||||||||||||||
Fund |
Contractual/
Voluntary |
Expense
Limitation |
Effective Date of
Current Limit |
Expiration
Date |
||||||||||
Invesco Charter Fund |
||||||||||||||
Class A Shares |
Contractual | 2.00% | July 1, 2009 | June 30, 2018 | ||||||||||
Class B Shares |
Contractual | 2.75% | July 1, 2009 | June 30, 2018 | ||||||||||
Class C Shares |
Contractual | 2.75% | July 1, 2009 | June 30, 2018 | ||||||||||
Class R Shares |
Contractual | 2.25% | July 1, 2009 | June 30, 2018 | ||||||||||
Class R5 Shares |
Contractual | 1.75% | July 1, 2009 | June 30, 2018 | ||||||||||
Class R6 Shares |
Contractual | 1.75% | September 24, 2012 | June 30, 2018 | ||||||||||
Class S Shares |
Contractual | 1.90% | September 25, 2009 | June 30, 2018 | ||||||||||
Class T Shares |
Contractual | 2.00% | June 9, 2017 | June 30, 2018 | ||||||||||
Class Y Shares |
Contractual | 1.75% | July 1, 2009 | June 30, 2018 | ||||||||||
Invesco Diversified Dividend Fund |
||||||||||||||
Class A Shares |
Contractual | 2.00% | July 1, 2013 | June 30, 2018 | ||||||||||
Class B Shares |
Contractual | 2.75% | July 1, 2013 | June 30, 2018 | ||||||||||
Class C Shares |
Contractual | 2.75% | July 1, 2013 | June 30, 2018 | ||||||||||
Class R Shares |
Contractual | 2.25% | July 1, 2013 | June 30, 2018 | ||||||||||
Class R5 Shares |
Contractual | 1.75% | July 1, 2013 | June 30, 2018 | ||||||||||
Class R6 Shares |
Contractual | 1.75% | July 1, 2013 | June 30, 2018 | ||||||||||
Class T Shares |
Contractual | 2.00% | June 9, 2017 | June 30, 2018 | ||||||||||
Class Y Shares |
Contractual | 1.75% | July 1, 2013 | June 30, 2018 | ||||||||||
Investor Class Shares |
Contractual | 2.00% | July 1, 2013 | June 30, 2018 | ||||||||||
Invesco Summit Fund |
||||||||||||||
Class A Shares |
Contractual | 2.00% | July 1, 2009 | June 30, 2018 | ||||||||||
Class B Shares |
Contractual | 2.75% | July 1, 2009 | June 30, 2018 | ||||||||||
Class C Shares |
Contractual | 2.75% | July 1, 2009 | June 30, 2018 | ||||||||||
Class P Shares |
Contractual | 1.85% | July 1, 2009 | June 30, 2018 | ||||||||||
Class R5 Shares |
Contractual | 1.75% | July 1, 2009 | June 30, 2018 | ||||||||||
Class R6 Shares |
Contractual | 1.75% | April 4, 2017 | June 30, 2018 | ||||||||||
Class T Shares |
Contractual | 2.00% | June 9, 2017 | June 30, 2018 | ||||||||||
Class S Shares |
Contractual | 1.90% | September 25, 2009 | June 30, 2018 | ||||||||||
Class Y Shares |
Contractual | 1.75% | July 1, 2009 | June 30, 2018 |
See page 18 for footnotes to Exhibit A.
5
AIM Funds Group (Invesco Funds Group)
Fund |
Contractual/
Voluntary |
Expense Limitation |
Effective Date of
|
Expiration
Date |
||||
Invesco European Small Company Fund |
||||||||
Class A Shares |
Contractual | 2.25% | July 1, 2009 | June 30, 2018 | ||||
Class B Shares |
Contractual | 3.00% | July 1, 2009 | June 30, 2018 | ||||
Class C Shares |
Contractual | 3.00% | July 1, 2009 | June 30, 2018 | ||||
Class R6 Shares |
Contractual | 2.00% | April 4, 2017 | June 30, 2018 | ||||
Class T Shares |
Contractual | 2.25% | June 9, 2017 | June 30, 2018 | ||||
Class Y Shares |
Contractual | 2.00% | July 1, 2009 | June 30, 2018 | ||||
Invesco Global Core Equity Fund |
||||||||
Class A Shares |
Contractual | 1.22% | January 1, 2017 | June 30, 2018 | ||||
Class B Shares |
Contractual | 1.97% | January 1, 2017 | June 30, 2018 | ||||
Class C Shares |
Contractual | 1.97% | January 1, 2017 | June 30, 2018 | ||||
Class R Shares |
Contractual | 1.47% | January 1, 2017 | June 30, 2018 | ||||
Class R5 Shares |
Contractual | 0.97% | January 1, 2017 | June 30, 2018 | ||||
Class R6 Shares |
Contractual | 0.97% | April 4, 2017 | June 30, 2018 | ||||
Class T Shares |
Contractual | 1.22% | June 9, 2017 | June 30, 2018 | ||||
Class Y Shares |
Contractual | 0.97% | January 1, 2017 | June 30, 2018 | ||||
Invesco International Small Company Fund |
||||||||
Class A Shares |
Contractual | 2.25% | July 1, 2009 | June 30, 2018 | ||||
Class B Shares |
Contractual | 3.00% | July 1, 2009 | June 30, 2018 | ||||
Class C Shares |
Contractual | 3.00% | July 1, 2009 | June 30, 2018 | ||||
Class R5 Shares |
Contractual | 2.00% | July 1, 2009 | June 30, 2018 | ||||
Class R6 Shares |
Contractual | 2.00% | September 24, 2012 | June 30, 2018 | ||||
Class T Shares |
Contractual | 2.25% | June 9, 2017 | June 30, 2018 | ||||
Class Y Shares |
Contractual | 2.00% | July 1, 2009 | June 30, 2018 | ||||
Invesco Small Cap Equity Fund |
||||||||
Class A Shares |
Contractual | 2.00% | July 1, 2009 | June 30, 2018 | ||||
Class B Shares |
Contractual | 2.75% | July 1, 2009 | June 30, 2018 | ||||
Class C Shares |
Contractual | 2.75% | July 1, 2009 | June 30, 2018 | ||||
Class R Shares |
Contractual | 2.25% | July 1, 2009 | June 30, 2018 | ||||
Class R5 Shares |
Contractual | 1.75% | July 1, 2009 | June 30, 2018 | ||||
Class R6 Shares |
Contractual | 1.75% | September 24, 2012 | June 30, 2018 | ||||
Class T Shares |
Contractual | 2.00% | June 9, 2017 | June 30, 2018 | ||||
Class Y Shares |
Contractual | 1.75% | July 1, 2009 | June 30, 2018 | ||||
AIM Growth Series (Invesco Growth Series) | ||||||||
Fund |
Contractual/
Voluntary |
Expense Limitation |
Effective Date of
|
Expiration
Date |
||||
Invesco Alternative Strategies Fund |
||||||||
Class A Shares |
Contractual | 1.44% less net AFFE* | January 1, 2017 | June 30, 2018 | ||||
Class C Shares |
Contractual | 2.19% less net AFFE* | January 1, 2017 | June 30, 2018 | ||||
Class R Shares |
Contractual | 1.69% less net AFFE* | January 1, 2017 | June 30, 2018 | ||||
Class R5 Shares |
Contractual | 1.19% less net AFFE* | January 1, 2017 | June 30, 2018 | ||||
Class R6 Shares |
Contractual | 1.19% less net AFFE* | January 1, 2017 | June 30, 2018 | ||||
Class T Shares |
Contractual | 1.44% less net AFFE* | June 9, 2017 | June 30, 2018 | ||||
Class Y Shares |
Contractual | 1.19% less net AFFE* | January 1, 2017 | June 30, 2018 |
See page 18 for footnotes to Exhibit A.
6
Fund |
Contractual/
Voluntary |
Expense
Limitation |
Effective Date of
Current Limit |
Expiration
Date |
||||
Invesco Balanced-Risk Retirement 2020 Fund |
||||||||
Class A Shares |
Contractual | 0.25% | November 4, 2009 | June 30, 2018 | ||||
Class AX Shares |
Contractual | 0.25% | February 12, 2010 | June 30, 2018 | ||||
Class B Shares |
Contractual | 1.00% | November 4, 2009 | June 30, 2018 | ||||
Class C Shares |
Contractual | 1.00% | November 4, 2009 | June 30, 2018 | ||||
Class CX Shares |
Contractual | 1.00% | February 12, 2010 | June 30, 2018 | ||||
Class R Shares |
Contractual | 0.50% | November 4, 2009 | June 30, 2018 | ||||
Class R5 Shares |
Contractual | 0.00% | November 4, 2009 | June 30, 2018 | ||||
Class R6 Shares |
Contractual | 0.00% | September 24, 2012 | June 30, 2018 | ||||
Class RX Shares |
Contractual | 0.50% | February 12, 2010 | June 30, 2018 | ||||
Class T Shares |
Contractual | 0.25% | June 9, 2017 | June 30, 2018 | ||||
Class Y Shares |
Contractual | 0.00% | November 4, 2009 | June 30, 2018 | ||||
Invesco Balanced-Risk Retirement 2030 Fund |
||||||||
Class A Shares |
Contractual | 0.25% | November 4, 2009 | June 30, 2018 | ||||
Class AX Shares |
Contractual | 0.25% | February 12, 2010 | June 30, 2018 | ||||
Class B Shares |
Contractual | 1.00% | November 4, 2009 | June 30, 2018 | ||||
Class C Shares |
Contractual | 1.00% | November 4, 2009 | June 30, 2018 | ||||
Class CX Shares |
Contractual | 1.00% | February 12, 2010 | June 30, 2018 | ||||
Class R Shares |
Contractual | 0.50% | November 4, 2009 | June 30, 2018 | ||||
Class R5 Shares |
Contractual | 0.00% | November 4, 2009 | June 30, 2018 | ||||
Class R6 Shares |
Contractual | 0.00% | September 24, 2012 | June 30, 2018 | ||||
Class RX Shares |
Contractual | 0.50% | February 12, 2010 | June 30, 2018 | ||||
Class T Shares |
Contractual | 0.25% | June 9, 2017 | June 30, 2018 | ||||
Class Y Shares |
Contractual | 0.00% | November 4, 2009 | June 30, 2018 | ||||
Invesco Balanced-Risk Retirement 2040 Fund |
||||||||
Class A Shares |
Contractual | 0.25% | November 4, 2009 | June 30, 2018 | ||||
Class AX Shares |
Contractual | 0.25% | February 12, 2010 | June 30, 2018 | ||||
Class B Shares |
Contractual | 1.00% | November 4, 2009 | June 30, 2018 | ||||
Class C Shares |
Contractual | 1.00% | November 4, 2009 | June 30, 2018 | ||||
Class CX Shares |
Contractual | 1.00% | February 12, 2010 | June 30, 2018 | ||||
Class R Shares |
Contractual | 0.50% | November 4, 2009 | June 30, 2018 | ||||
Class R5 Shares |
Contractual | 0.00% | November 4, 2009 | June 30, 2018 | ||||
Class R6 Shares |
Contractual | 0.00% | September 24, 2012 | June 30, 2018 | ||||
Class RX Shares |
Contractual | 0.50% | February 12, 2010 | June 30, 2018 | ||||
Class T Shares |
Contractual | 0.25% | June 9, 2017 | June 30, 2018 | ||||
Class Y Shares |
Contractual | 0.00% | November 4, 2009 | June 30, 2018 | ||||
Invesco Balanced-Risk Retirement 2050 Fund |
||||||||
Class A Shares |
Contractual | 0.25% | November 4, 2009 | June 30, 2018 | ||||
Class AX Shares |
Contractual | 0.25% | February 12, 2010 | June 30, 2018 | ||||
Class B Shares |
Contractual | 1.00% | November 4, 2009 | June 30, 2018 | ||||
Class C Shares |
Contractual | 1.00% | November 4, 2009 | June 30, 2018 | ||||
Class CX Shares |
Contractual | 1.00% | February 12, 2010 | June 30, 2018 | ||||
Class R Shares |
Contractual | 0.50% | November 4, 2009 | June 30, 2018 | ||||
Class R5 Shares |
Contractual | 0.00% | November 4, 2009 | June 30, 2018 | ||||
Class R6 Shares |
Contractual | 0.00% | September 24, 2012 | June 30, 2018 | ||||
Class RX Shares |
Contractual | 0.50% | February 12, 2010 | June 30, 2018 | ||||
Class T Shares |
Contractual | 0.25% | June 9, 2017 | June 30, 2018 | ||||
Class Y Shares |
Contractual | 0.00% | November 4, 2009 | June 30, 2018 | ||||
Invesco Balanced-Risk Retirement Now Fund |
||||||||
Class A Shares |
Contractual | 0.25% | November 4, 2009 | June 30, 2018 | ||||
Class AX Shares |
Contractual | 0.25% | February 12, 2010 | June 30, 2018 | ||||
Class B Shares |
Contractual | 1.00% | November 4, 2009 | June 30, 2018 | ||||
Class C Shares |
Contractual | 1.00% | November 4, 2009 | June 30, 2018 | ||||
Class CX Shares |
Contractual | 1.00% | February 12, 2010 | June 30, 2018 | ||||
Class R Shares |
Contractual | 0.50% | November 4, 2009 | June 30, 2018 | ||||
Class R5 Shares |
Contractual | 0.00% | November 4, 2009 | June 30, 2018 | ||||
Class R6 Shares |
Contractual | 0.00% | September 24, 2012 | June 30, 2018 | ||||
Class RX Shares |
Contractual | 0.50% | February 12, 2010 | June 30, 2018 | ||||
Class T Shares |
Contractual | 0.25% | June 9, 2017 | June 30, 2018 | ||||
Class Y Shares |
Contractual | 0.00% | November 4, 2009 | June 30, 2018 |
See page 18 for footnotes to Exhibit A.
7
Fund |
Contractual/
Voluntary |
Expense
Limitation |
Effective Date of
Current Limit |
Expiration
Date |
||||||||||||
Invesco Conservative Allocation Fund |
||||||||||||||||
Class A Shares |
Contractual | 1.50% | July 1, 2012 | June 30, 2018 | ||||||||||||
Class B Shares |
Contractual | 2.25% | July 1, 2012 | June 30, 2018 | ||||||||||||
Class C Shares |
Contractual | 2.25% | July 1, 2012 | June 30, 2018 | ||||||||||||
Class R Shares |
Contractual | 1.75% | July 1, 2012 | June 30, 2018 | ||||||||||||
Class R5 Shares |
Contractual | 1.25% | July 1, 2012 | June 30, 2018 | ||||||||||||
Class R6 Shares |
Contractual | 1.25% | April 4, 2017 | June 30, 2018 | ||||||||||||
Class S Shares |
Contractual | 1.40% | July 1, 2012 | June 30, 2018 | ||||||||||||
Class T Shares |
Contractual | 1.50% | June 9, 2017 | June 30, 2018 | ||||||||||||
Class Y Shares |
Contractual | 1.25% | July 1, 2012 | June 30, 2018 | ||||||||||||
Invesco Convertible Securities Fund |
||||||||||||||||
Class A Shares |
Contractual | 1.50% | July 1, 2012 | June 30, 2018 | ||||||||||||
Class B Shares |
Contractual | 2.25% | July 1, 2012 | June 30, 2018 | ||||||||||||
Class C Shares |
Contractual | 2.25% | July 1, 2012 | June 30, 2018 | ||||||||||||
Class R5 Shares |
Contractual | 1.25% | July 1, 2012 | June 30, 2018 | ||||||||||||
Class R6 Shares |
Contractual | 1.25% | September 24, 2012 | June 30, 2018 | ||||||||||||
Class T Shares |
Contractual | 1.50% | June 9, 2017 | June 30, 2018 | ||||||||||||
Class Y Shares |
Contractual | 1.25% | July 1, 2012 | June 30, 2018 | ||||||||||||
Invesco Global Low Volatility Equity Yield Fund |
||||||||||||||||
Class A Shares |
Contractual | 2.00% | May 1, 2016 | June 30, 2018 | ||||||||||||
Class B Shares |
Contractual | 2.75% | May 1, 2016 | June 30, 2018 | ||||||||||||
Class C Shares |
Contractual | 2.75% | May 1, 2016 | June 30, 2018 | ||||||||||||
Class R Shares |
Contractual | 2.25% | May 1, 2016 | June 30, 2018 | ||||||||||||
Class R5 Shares |
Contractual | 1.75% | May 1, 2016 | June 30, 2018 | ||||||||||||
Class R6 Shares |
Contractual | 1.75% | April 4, 2017 | June 30, 2018 | ||||||||||||
Class T Shares |
Contractual | 2.00% | June 9, 2017 | June 30, 2018 | ||||||||||||
Class Y Shares |
Contractual | 1.75% | May 1, 2016 | June 30, 2018 | ||||||||||||
Invesco Growth Allocation Fund |
||||||||||||||||
Class A Shares |
Contractual | 2.00% | July 1, 2012 | June 30, 2018 | ||||||||||||
Class B Shares |
Contractual | 2.75% | July 1, 2012 | June 30, 2018 | ||||||||||||
Class C Shares |
Contractual | 2.75% | July 1, 2012 | June 30, 2018 | ||||||||||||
Class R Shares |
Contractual | 2.25% | July 1, 2012 | June 30, 2018 | ||||||||||||
Class R5 Shares |
Contractual | 1.75% | July 1, 2012 | June 30, 2018 | ||||||||||||
Class R6 Shares |
Contractual | 1.75% | April 4, 2017 | June 30, 2018 | ||||||||||||
Class S Shares |
Contractual | 1.90% | July 1, 2012 | June 30, 2018 | ||||||||||||
Class T Shares |
Contractual | 2.00% | June 9, 2017 | June 30, 2018 | ||||||||||||
Class Y Shares |
Contractual | 1.75% | July 1, 2012 | June 30, 2018 | ||||||||||||
Invesco Income Allocation Fund |
||||||||||||||||
Class A Shares |
Contractual | 0.25% | May 1, 2012 | June 30, 2018 | ||||||||||||
Class B Shares |
Contractual | 1.00% | May 1, 2012 | June 30, 2018 | ||||||||||||
Class C Shares |
Contractual | 1.00% | May 1, 2012 | June 30, 2018 | ||||||||||||
Class R Shares |
Contractual | 0.50% | May 1, 2012 | June 30, 2018 | ||||||||||||
Class R5 Shares |
Contractual | 0.00% | May 1, 2012 | June 30, 2018 | ||||||||||||
Class R6 Shares |
Contractual | 0.00% | April 4, 2017 | June 30, 2018 | ||||||||||||
Class T Shares |
Contractual | 0.25% | June 9, 2017 | June 30, 2018 | ||||||||||||
Class Y Shares |
Contractual | 0.00% | May 1, 2012 | June 30, 2018 | ||||||||||||
Invesco International Allocation Fund |
||||||||||||||||
Class A Shares |
Contractual | 2.25% | May 1, 2012 | June 30, 2018 | ||||||||||||
Class B Shares |
Contractual | 3.00% | May 1, 2012 | June 30, 2018 | ||||||||||||
Class C Shares |
Contractual | 3.00% | May 1, 2012 | June 30, 2018 | ||||||||||||
Class R Shares |
Contractual | 2.50% | May 1, 2012 | June 30, 2018 | ||||||||||||
Class R5 Shares |
Contractual | 2.00% | May 1, 2012 | June 30, 2018 | ||||||||||||
Class R6 Shares |
Contractual | 2.00% | April 4, 2017 | June 30, 2018 | ||||||||||||
Class T Shares |
Contractual | 2.25% | June 9, 2017 | June 30, 2018 | ||||||||||||
Class Y Shares |
Contractual | 2.00% | May 1, 2012 | June 30, 2018 |
See page 18 for footnotes to Exhibit A
8
See page 18 for footnotes to Exhibit A
9
Fund |
Contractual/
Voluntary |
Expense
Limitation |
Effective Date of
Current Limit |
Expiration
Date |
||||||||||||
Invesco European Growth Fund |
||||||||||||||||
Class A Shares |
Contractual | 2.25% | July 1, 2009 | June 30, 2018 | ||||||||||||
Class B Shares |
Contractual | 3.00% | July 1, 2009 | June 30, 2018 | ||||||||||||
Class C Shares |
Contractual | 3.00% | July 1, 2009 | June 30, 2018 | ||||||||||||
Class R Shares |
Contractual | 2.50% | July 1, 2009 | June 30, 2018 | ||||||||||||
Class R6 Shares |
Contractual | 2.00% | April 4, 2017 | June 30, 2018 | ||||||||||||
Class T Shares |
Contractual | 2.25% | June 9, 2017 | June 30, 2018 | ||||||||||||
Class Y Shares |
Contractual | 2.00% | July 1, 2009 | June 30, 2018 | ||||||||||||
Investor Class Shares |
Contractual | 2.25% | July 1, 2009 | June 30, 2018 | ||||||||||||
Invesco Global Growth Fund |
||||||||||||||||
Class A Shares |
Contractual | 1.22% | January 1, 2017 | June 30, 2018 | ||||||||||||
Class B Shares |
Contractual | 1.97% | January 1, 2017 | June 30, 2018 | ||||||||||||
Class C Shares |
Contractual | 1.97% | January 1, 2017 | June 30, 2018 | ||||||||||||
Class R5 Shares |
Contractual | 0.97% | January 1, 2017 | June 30, 2018 | ||||||||||||
Class R6 Shares |
Contractual | 0.97% | January 1, 2017 | June 30, 2018 | ||||||||||||
Class T Shares |
Contractual | 1.22% | June 9, 2017 | June 30, 2018 | ||||||||||||
Class Y Shares |
Contractual | 0.97% | January 1, 2017 | June 30, 2018 | ||||||||||||
Invesco Global Opportunities Fund |
||||||||||||||||
Class A Shares |
Contractual | 1.02% | January 1, 2017 | June 30, 2018 | ||||||||||||
Class C Shares |
Contractual | 1.77% | January 1, 2017 | June 30, 2018 | ||||||||||||
Class R Shares |
Contractual | 1.27% | January 1, 2017 | June 30, 2018 | ||||||||||||
Class R5 Shares |
Contractual | 0.77% | January 1, 2017 | June 30, 2018 | ||||||||||||
Class R6 Shares |
Contractual | 0.77% | January 1, 2017 | June 30, 2018 | ||||||||||||
Class T Shares |
Contractual | 1.02% | June 9, 2017 | June 30, 2018 | ||||||||||||
Class Y Shares |
Contractual | 0.77% | January 1, 2017 | June 30, 2018 | ||||||||||||
Invesco Global Small & Mid Cap Growth Fund |
||||||||||||||||
Class A Shares |
Contractual | 2.25% | July 1, 2009 | June 30, 2018 | ||||||||||||
Class B Shares |
Contractual | 3.00% | July 1, 2009 | June 30, 2018 | ||||||||||||
Class C Shares |
Contractual | 3.00% | July 1, 2009 | June 30, 2018 | ||||||||||||
Class R5 Shares |
Contractual | 2.00% | July 1, 2009 | June 30, 2018 | ||||||||||||
Class R6 Shares |
Contractual | 2.00% | April 4, 2017 | June 30, 2018 | ||||||||||||
Class T Shares |
Contractual | 2.25% | June 9, 2017 | June 30, 2018 | ||||||||||||
Class Y Shares |
Contractual | 2.00% | July 1, 2009 | June 30, 2018 | ||||||||||||
Invesco Global Responsibility Equity Fund |
||||||||||||||||
Class A Shares |
Contractual | 0.85% | June 30, 2016 | June 30, 2018 | ||||||||||||
Class C Shares |
Contractual | 1.60% | June 30, 2016 | June 30, 2018 | ||||||||||||
Class R Shares |
Contractual | 1.10% | June 30, 2016 | June 30, 2018 | ||||||||||||
Class R5 Shares |
Contractual | 0.60% | June 30, 2016 | June 30, 2018 | ||||||||||||
Class R6 Shares |
Contractual | 0.60% | June 30, 2016 | June 30, 2018 | ||||||||||||
Class T Shares |
Contractual | 0.85% | June 9, 2017 | June 30, 2018 | ||||||||||||
Class Y Shares |
Contractual | 0.60% | June 30, 2016 | June 30, 2018 | ||||||||||||
Invesco International Companies Fund |
||||||||||||||||
Class A Shares |
Contractual | 1.12% | January 1, 2017 | June 30, 2018 | ||||||||||||
Class C Shares |
Contractual | 1.87% | January 1, 2017 | June 30, 2018 | ||||||||||||
Class R Shares |
Contractual | 1.37% | January 1, 2017 | June 30, 2018 | ||||||||||||
Class R5 Shares |
Contractual | 0.87% | January 1, 2017 | June 30, 2018 | ||||||||||||
Class R6 Shares |
Contractual | 0.87% | January 1, 2017 | June 30, 2018 | ||||||||||||
Class T Shares |
Contractual | 1.12% | June 9, 2017 | June 30, 2018 | ||||||||||||
Class Y Shares |
Contractual | 0.87% | January 1, 2017 | June 30, 2018 |
See page 18 for footnotes to Exhibit A.
10
Fund |
Contractual/
Voluntary |
Expense
Limitation |
Effective Date of
Current Limit |
Expiration
Date |
||||||||||||
Invesco International Core Equity Fund |
||||||||||||||||
Class A Shares |
Contractual | 1.12% | January 1, 2017 | June 30, 2018 | ||||||||||||
Class B Shares |
Contractual | 1.87% | January 1, 2017 | June 30, 2018 | ||||||||||||
Class C Shares |
Contractual | 1.87% | January 1, 2017 | June 30, 2018 | ||||||||||||
Class R Shares |
Contractual | 1.37% | January 1, 2017 | June 30, 2018 | ||||||||||||
Class R5 Shares |
Contractual | 0.87% | January 1, 2017 | June 30, 2018 | ||||||||||||
Class R6 Shares |
Contractual | 0.87% | January 1, 2017 | June 30, 2018 | ||||||||||||
Class T Shares |
Contractual | 1.12% | June 9, 2017 | June 30, 2018 | ||||||||||||
Class Y Shares |
Contractual | 0.87% | January 1, 2017 | June 30, 2018 | ||||||||||||
Investor Class Shares |
Contractual | 1.12% | January 1, 2017 | June 30, 2018 | ||||||||||||
Invesco International Growth Fund |
||||||||||||||||
Class A Shares |
Contractual | 2.25% | July 1, 2013 | June 30, 2018 | ||||||||||||
Class B Shares |
Contractual | 3.00% | July 1, 2013 | June 30, 2018 | ||||||||||||
Class C Shares |
Contractual | 3.00% | July 1, 2013 | June 30, 2018 | ||||||||||||
Class R Shares |
Contractual | 2.50% | July 1, 2013 | June 30, 2018 | ||||||||||||
Class R5 Shares |
Contractual | 2.00% | July 1, 2013 | June 30, 2018 | ||||||||||||
Class R6 Shares |
Contractual | 2.00% | July 1, 2013 | June 30, 2018 | ||||||||||||
Class T Shares |
Contractual | 2.25% | June 9, 2017 | June 30, 2018 | ||||||||||||
Class Y Shares |
Contractual | 2.00% | July 1, 2013 | June 30, 2018 | ||||||||||||
Invesco Select Opportunities Fund |
||||||||||||||||
Class A Shares |
Contractual | 1.02% | January 1, 2017 | June 30, 2018 | ||||||||||||
Class C Shares |
Contractual | 1.77% | January 1, 2017 | June 30, 2018 | ||||||||||||
Class R Shares |
Contractual | 1.27% | January 1, 2017 | June 30, 2018 | ||||||||||||
Class R5 Shares |
Contractual | 0.77% | January 1, 2017 | June 30, 2018 | ||||||||||||
Class R6 Shares |
Contractual | 0.77% | January 1, 2017 | June 30, 2018 | ||||||||||||
Class T Shares |
Contractual | 1.02% | June 9, 2017 | June 30, 2018 | ||||||||||||
Class Y Shares |
Contractual | 0.77% | January 1, 2017 | June 30, 2018 | ||||||||||||
AIM Investment Funds (Invesco Investment Funds) | ||||||||||||||||
Fund |
Contractual/
Voluntary |
Expense
Limitation |
Effective Date of
Current Limit |
Expiration
Date |
||||||||||||
Invesco All Cap Market Neutral Fund |
||||||||||||||||
Class A Shares |
Contractual | 1.50% | January 1, 2017 | June 30, 2018 | ||||||||||||
Class C Shares |
Contractual | 2.25% | January 1, 2017 | June 30, 2018 | ||||||||||||
Class R Shares |
Contractual | 1.75% | January 1, 2017 | June 30, 2018 | ||||||||||||
Class R5 Shares |
Contractual | 1.25% | January 1, 2017 | June 30, 2018 | ||||||||||||
Class R6 Shares |
Contractual | 1.25% | January 1, 2017 | June 30, 2018 | ||||||||||||
Class T Shares |
Contractual | 1.50% | June 9, 2017 | June 30, 2018 | ||||||||||||
Class Y Shares |
Contractual | 1.25% | January 1, 2017 | June 30, 2018 | ||||||||||||
Invesco Balanced-Risk Allocation Fund 2 |
||||||||||||||||
Class A Shares |
Contractual | 2.00% | July 1, 2012 | June 30, 2018 | ||||||||||||
Class B Shares |
Contractual | 2.75% | July 1, 2012 | June 30, 2018 | ||||||||||||
Class C Shares |
Contractual | 2.75% | July 1, 2012 | June 30, 2018 | ||||||||||||
Class R Shares |
Contractual | 2.25% | July 1, 2012 | June 30, 2018 | ||||||||||||
Class R5 Shares |
Contractual | 1.75% | July 1, 2012 | June 30, 2018 | ||||||||||||
Class R6 Shares |
Contractual | 1.75% | September 24, 2012 | June 30, 2018 | ||||||||||||
Class T Shares |
Contractual | 2.00% | June 9, 2017 | June 30, 2018 | ||||||||||||
Class Y Shares |
Contractual | 1.75% | July 1, 2012 | June 30, 2018 | ||||||||||||
Invesco Balanced-Risk Commodity Strategy Fund 3 |
||||||||||||||||
Class A Shares |
Contractual | 2.00% | July 1, 2014 | June 30, 2018 | ||||||||||||
Class B Shares |
Contractual | 2.75% | July 1, 2014 | June 30, 2018 | ||||||||||||
Class C Shares |
Contractual | 2.75% | July 1, 2014 | June 30, 2018 | ||||||||||||
Class R Shares |
Contractual | 2.25% | July 1, 2014 | June 30, 2018 | ||||||||||||
Class R5 Shares |
Contractual | 1.75% | July 1, 2014 | June 30, 2018 | ||||||||||||
Class R6 Shares |
Contractual | 1.75% | July 1, 2014 | June 30, 2018 | ||||||||||||
Class T Shares |
Contractual | 2.00% | June 9, 2017 | June 30, 2018 | ||||||||||||
Class Y Shares |
Contractual | 1.75% | July 1, 2014 | June 30, 2018 |
See page 18 for footnotes to Exhibit A.
11
Fund |
Contractual/
Voluntary |
Expense
Limitation |
Effective Date of
Current Limit |
Expiration
Date |
||||||||||||
Invesco Developing Markets Fund |
||||||||||||||||
Class A Shares |
Contractual | 2.25% | July 1, 2012 | June 30, 2018 | ||||||||||||
Class B Shares |
Contractual | 3.00% | July 1, 2012 | June 30, 2018 | ||||||||||||
Class C Shares |
Contractual | 3.00% | July 1, 2012 | June 30, 2018 | ||||||||||||
Class R5 Shares |
Contractual | 2.00% | July 1, 2012 | June 30, 2018 | ||||||||||||
Class R6 Shares |
Contractual | 2.00% | September 24, 2012 | June 30, 2018 | ||||||||||||
Class T Shares |
Contractual | 2.25% | June 9, 2017 | June 30, 2018 | ||||||||||||
Class Y Shares |
Contractual | 2.00% | July 1, 2012 | June 30, 2018 | ||||||||||||
Invesco Emerging Markets Equity Fund |
||||||||||||||||
Class A Shares |
Contractual | 1.33% | January 1, 2017 | June 30, 2018 | ||||||||||||
Class C Shares |
Contractual | 2.08% | January 1, 2017 | June 30, 2018 | ||||||||||||
Class R Shares |
Contractual | 1.58% | January 1, 2017 | June 30, 2018 | ||||||||||||
Class R5 Shares |
Contractual | 1.08% | January 1, 2017 | June 30, 2018 | ||||||||||||
Class R6 Shares |
Contractual | 1.08% | January 1, 2017 | June 30, 2018 | ||||||||||||
Class T Shares |
Contractual | 1.33% | June 9, 2017 | June 30, 2018 | ||||||||||||
Class Y Shares |
Contractual | 1.08% | January 1, 2017 | June 30, 2018 | ||||||||||||
Invesco Emerging Markets Flexible Bond Fund |
||||||||||||||||
Class A Shares |
Contractual | 1.24% | June 14, 2010 | June 30, 2018 | ||||||||||||
Class B Shares |
Contractual | 1.99% | June 14, 2010 | June 30, 2018 | ||||||||||||
Class C Shares |
Contractual | 1.99% | June 14, 2010 | June 30, 2018 | ||||||||||||
Class R Shares |
Contractual | 1.49% | June 14, 2010 | June 30, 2018 | ||||||||||||
Class R5 Shares |
Contractual | 0.99% | June 14, 2010 | June 30, 2018 | ||||||||||||
Class R6 Shares |
Contractual | 0.99% | September 24, 2012 | June 30, 2018 | ||||||||||||
Class T Shares |
Contractual | 1.24% | June 9, 2017 | June 30, 2018 | ||||||||||||
Class Y Shares |
Contractual | 0.99% | June 14, 2010 | June 30, 2018 | ||||||||||||
Invesco Endeavor Fund |
||||||||||||||||
Class A Shares |
Contractual | 2.00% | July 1, 2009 | June 30, 2018 | ||||||||||||
Class B Shares |
Contractual | 2.75% | July 1, 2009 | June 30, 2018 | ||||||||||||
Class C Shares |
Contractual | 2.75% | July 1, 2009 | June 30, 2018 | ||||||||||||
Class R Shares |
Contractual | 2.25% | July 1, 2009 | June 30, 2018 | ||||||||||||
Class R5 Shares |
Contractual | 1.75% | July 1, 2009 | June 30, 2018 | ||||||||||||
Class R6 Shares |
Contractual | 1.75% | September 24, 2012 | June 30, 2018 | ||||||||||||
Class T Shares |
Contractual | 2.00% | June 9, 2017 | June 30, 2018 | ||||||||||||
Class Y Shares |
Contractual | 1.75% | July 1, 2009 | June 30, 2018 | ||||||||||||
Invesco Global Health Care Fund |
||||||||||||||||
Class A Shares |
Contractual | 2.00% | July 1, 2012 | June 30. 2018 | ||||||||||||
Class B Shares |
Contractual | 2.75% | July 1, 2012 | June 30, 2018 | ||||||||||||
Class C Shares |
Contractual | 2.75% | July 1, 2012 | June 30, 2018 | ||||||||||||
Class R6 Shares |
Contractual | 1.75% | April 4, 2017 | June 30, 2018 | ||||||||||||
Class T Shares |
Contractual | 2.00% | June 9, 2017 | June 30, 2018 | ||||||||||||
Class Y Shares |
Contractual | 1.75% | July 1, 2012 | June 30, 2018 | ||||||||||||
Investor Class Shares |
Contractual | 2.00% | July 1, 2012 | June 30, 2018 | ||||||||||||
Invesco Global Infrastructure Fund |
||||||||||||||||
Class A Shares |
Contractual | 1.28% | January 1, 2017 | June 30, 2018 | ||||||||||||
Class C Shares |
Contractual | 2.03% | January 1, 2017 | June 30, 2018 | ||||||||||||
Class R Shares |
Contractual | 1.53% | January 1, 2017 | June 30, 2018 | ||||||||||||
Class R5 Shares |
Contractual | 1.03% | January 1, 2017 | June 30, 2018 | ||||||||||||
Class R6 Shares |
Contractual | 1.03% | January 1, 2017 | June 30, 2018 | ||||||||||||
Class T Shares |
Contractual | 1.28% | June 9, 2017 | June 30, 2018 | ||||||||||||
Class Y Shares |
Contractual | 1.03% | January 1, 2017 | June 30, 2018 | ||||||||||||
Invesco Global Market Neutral Fund |
||||||||||||||||
Class A Shares |
Contractual | 1.50% | January 1, 2017 | June 30, 2018 | ||||||||||||
Class C Shares |
Contractual | 2.25% | January 1, 2017 | June 30, 2018 | ||||||||||||
Class R Shares |
Contractual | 1.75% | January 1, 2017 | June 30, 2018 | ||||||||||||
Class R5 Shares |
Contractual | 1.25% | January 1, 2017 | June 30, 2018 | ||||||||||||
Class R6 Shares |
Contractual | 1.25% | January 1, 2017 | June 30, 2018 | ||||||||||||
Class T Shares |
Contractual | 1.50% | June 9, 2017 | June 30, 2018 | ||||||||||||
Class Y Shares |
Contractual | 1.25% | January 1, 2017 | June 30, 2018 |
See page 18 for footnotes to Exhibit A.
12
Fund |
Contractual/
Voluntary |
Expense Limitation |
Effective Date of
Current Limit |
Expiration
Date |
||||||||||
Invesco Global Targeted Returns Fund 4 |
||||||||||||||
Class A Shares |
Contractual | 1.44% less net AFFE* | January 1, 2017 | June 30, 2018 | ||||||||||
Class C Shares |
Contractual | 2.19% less net AFFE* | January 1, 2017 | June 30, 2018 | ||||||||||
Class R Shares |
Contractual | 1.69% less net AFFE* | January 1, 2017 | June 30, 2018 | ||||||||||
Class R5 Shares |
Contractual | 1.19% less net AFFE* | January 1, 2017 | June 30, 2018 | ||||||||||
Class R6 Shares |
Contractual | 1.19% less net AFFE* | January 1, 2017 | June 30, 2018 | ||||||||||
Class T Shares |
Contractual | 1.44% less net AFFE* | June 9, 2017 | June 30, 2018 | ||||||||||
Class Y Shares |
Contractual | 1.19% less net AFFE* | January 1, 2017 | June 30, 2018 | ||||||||||
Invesco Greater China Fund |
||||||||||||||
Class A Shares |
Contractual | 2.25% | July 1, 2009 | June 30, 2018 | ||||||||||
Class B Shares |
Contractual | 3.00% | July 1, 2009 | June 30, 2018 | ||||||||||
Class C Shares |
Contractual | 3.00% | July 1, 2009 | June 30, 2018 | ||||||||||
Class R5 Shares |
Contractual | 2.00% | July 1, 2009 | June 30, 2018 | ||||||||||
Class R6 Shares |
Contractual | 2.00% | April 4, 2017 | June 30, 2018 | ||||||||||
Class T Shares |
Contractual | 2.25% | June 9, 2017 | June 30, 2018 | ||||||||||
Class Y Shares |
Contractual | 2.00% | July 1, 2009 | June 30, 2018 | ||||||||||
Invesco Long/Short Equity Fund |
||||||||||||||
Class A Shares |
Contractual | 1.59% | January 1, 2017 | June 30, 2018 | ||||||||||
Class C Shares |
Contractual | 2.34% | January 1, 2017 | June 30, 2018 | ||||||||||
Class R Shares |
Contractual | 1.84% | January 1, 2017 | June 30, 2018 | ||||||||||
Class R5 Shares |
Contractual | 1.34% | January 1, 2017 | June 30, 2018 | ||||||||||
Class R6 Shares |
Contractual | 1.34% | January 1, 2017 | June 30, 2018 | ||||||||||
Class T Shares |
Contractual | 1.59% | June 9, 2017 | June 30, 2018 | ||||||||||
Class Y Shares |
Contractual | 1.34% | January 1, 2017 | June 30, 2018 | ||||||||||
Invesco Low Volatility Emerging Markets Fund |
||||||||||||||
Class A Shares |
Contractual | 1.33% | January 1, 2017 | June 30, 2018 | ||||||||||
Class C Shares |
Contractual | 2.08% | January 1, 2017 | June 30, 2018 | ||||||||||
Class R Shares |
Contractual | 1.58% | January 1, 2017 | June 30, 2018 | ||||||||||
Class R5 Shares |
Contractual | 1.08% | January 1, 2017 | June 30, 2018 | ||||||||||
Class R6 Shares |
Contractual | 1.08% | January 1, 2017 | June 30, 2018 | ||||||||||
Class T Shares |
Contractual | 1.33% | June 9, 2017 | June 30, 2018 | ||||||||||
Class Y Shares |
Contractual | 1.08% | January 1, 2017 | June 30, 2018 | ||||||||||
Invesco MLP Fund |
||||||||||||||
Class A Shares |
Contractual | 1.28% | January 1, 2017 | June 30, 2018 | ||||||||||
Class C Shares |
Contractual | 2.03% | January 1, 2017 | June 30, 2018 | ||||||||||
Class R Shares |
Contractual | 1.53% | January 1, 2017 | June 30, 2018 | ||||||||||
Class R5 Shares |
Contractual | 1.03% | January 1, 2017 | June 30, 2018 | ||||||||||
Class R6 Shares |
Contractual | 1.03% | January 1, 2017 | June 30, 2018 | ||||||||||
Class T Shares |
Contractual | 1.28% | June 9, 2017 | June 30, 2018 | ||||||||||
Class Y Shares |
Contractual | 1.03% | January 1, 2017 | June 30, 2018 | ||||||||||
Invesco Macro Allocation Strategy Fund 5 |
||||||||||||||
Class A Shares |
||||||||||||||
Class C Shares |
Contractual | 1.44% | January 1, 2017 | June 30, 2018 | ||||||||||
Class R Shares |
Contractual | 2.19% | January 1, 2017 | June 30, 2018 | ||||||||||
Class R5 Shares |
Contractual | 1.69% | January 1, 2017 | June 30, 2018 | ||||||||||
Class R6 Shares |
Contractual | 1.19% | January 1, 2017 | June 30, 2018 | ||||||||||
Class T Shares |
Contractual | 1.19% | January 1, 2017 | June 30, 2018 | ||||||||||
Class Y Shares |
Contractual | 1.44% | June 9, 2017 | June 30, 2018 | ||||||||||
Contractual | 1.19% | January 1, 2017 | June 30, 2018 | |||||||||||
Invesco Multi-Asset Income Fund |
||||||||||||||
Class A Shares |
Contractual | 0.85% | January 1, 2017 | June 30, 2018 | ||||||||||
Class C Shares |
Contractual | 1.60% | January 1, 2017 | June 30, 2018 | ||||||||||
Class R Shares |
Contractual | 1.10% | January 1, 2017 | June 30, 2018 | ||||||||||
Class R5 Shares |
Contractual | 0.60% | January 1, 2017 | June 30, 2018 | ||||||||||
Class R6 Shares |
Contractual | 0.60% | January 1, 2017 | June 30, 2018 | ||||||||||
Class T Shares |
Contractual | 0.85% | June 9, 2017 | June 30, 2018 | ||||||||||
Class Y Shares |
Contractual | 0.60% | January 1, 2017 | June 30, 2018 |
See page 18 for footnotes to Exhibit A.
13
See page 18 for footnotes to Exhibit A.
14
Fund |
Contractual/
Voluntary |
Expense
Limitation |
Effective Date of
Current Limit |
Expiration
Date |
||||||||||||
Invesco Short Duration Inflation Protected Fund |
||||||||||||||||
Class A Shares |
Contractual | 0.55% | December 31, 2015 | June 30, 2018 | ||||||||||||
Class A2 Shares |
Contractual | 0.45% | December 31, 2015 | June 30, 2018 | ||||||||||||
Class R5 Shares |
Contractual | 0.30% | December 31, 2015 | June 30, 2018 | ||||||||||||
Class R6 Shares |
Contractual | 0.30% | December 31, 2015 | June 30, 2018 | ||||||||||||
Class T Shares |
Contractual | 0.55% | June 9, 2017 | June 30, 2018 | ||||||||||||
Class Y Shares |
Contractual | 0.30% | December 31, 2015 | June 30, 2018 | ||||||||||||
Invesco Real Estate Fund |
||||||||||||||||
Class A Shares |
Contractual | 2.00% | July 1, 2012 | June 30, 2018 | ||||||||||||
Class B Shares |
Contractual | 2.75% | July 1, 2012 | June 30, 2018 | ||||||||||||
Class C Shares |
Contractual | 2.75% | July 1, 2012 | June 30, 2018 | ||||||||||||
Class R Shares |
Contractual | 2.25% | July 1, 2012 | June 30, 2018 | ||||||||||||
Class R5 Shares |
Contractual | 1.75% | July 1, 2012 | June 30, 2018 | ||||||||||||
Class R6 Shares |
Contractual | 1.75% | September 24, 2012 | June 30, 2018 | ||||||||||||
Class T Shares |
Contractual | 2.00% | June 9, 2017 | June 30, 2018 | ||||||||||||
Class Y Shares |
Contractual | 1.75% | July 1, 2012 | June 30, 2018 | ||||||||||||
Investor Class Shares |
Contractual | 2.00% | July 1, 2012 | June 30, 2018 | ||||||||||||
Invesco Short Term Bond Fund |
||||||||||||||||
Class A Shares |
Contractual | 1.40% | July 1, 2013 | June 30, 2018 | ||||||||||||
Class C Shares |
Contractual | 1.75% 6 | July 1, 2013 | June 30, 2018 | ||||||||||||
Class R Shares |
Contractual | 1.75% | July 1, 2013 | June 30, 2018 | ||||||||||||
Class R5 Shares |
Contractual | 1.25% | July 1, 2013 | June 30, 2018 | ||||||||||||
Class R6 Shares |
Contractual | 1.25% | July 1, 2013 | June 30, 2018 | ||||||||||||
Class T Shares |
Contractual | 1.50% | June 9, 2017 | June 30, 2018 | ||||||||||||
Class Y Shares |
Contractual | 1.25% | July 1, 2013 | June 30, 2018 | ||||||||||||
Invesco U.S. Government Fund |
||||||||||||||||
Class A Shares |
Contractual | 1.50% | July 1, 2012 | June 30, 2018 | ||||||||||||
Class B Shares |
Contractual | 2.25% | July 1, 2012 | June 30, 2018 | ||||||||||||
Class C Shares |
Contractual | 2.25% | July 1, 2012 | June 30, 2018 | ||||||||||||
Class R Shares |
Contractual | 1.75% | July 1, 2012 | June 30, 2018 | ||||||||||||
Class R5 Shares |
Contractual | 1.25% | July 1, 2012 | June 30, 2018 | ||||||||||||
Class R6 Shares |
Contractual | 1.25% | April 4, 2017 | June 30, 2018 | ||||||||||||
Class T Shares |
Contractual | 1.50% | June 9, 2017 | June 30, 2018 | ||||||||||||
Class Y Shares |
Contractual | 1.25% | July 1, 2012 | June 30, 2018 | ||||||||||||
Investor Class Shares |
Contractual | 1.50% | July 1, 2012 | June 30, 2018 | ||||||||||||
AIM Sector Funds (Invesco Sector Funds)
|
|
|||||||||||||||
Fund |
Contractual/
Voluntary |
Expense
Limitation |
Effective Date of
Current Limit |
Expiration
Date |
||||||||||||
Invesco American Value Fund |
||||||||||||||||
Class A Shares |
Contractual | 2.00% | July 1, 2013 | June 30, 2018 | ||||||||||||
Class B Shares |
Contractual | 2.75% | July 1, 2013 | June 30, 2018 | ||||||||||||
Class C Shares |
Contractual | 2.75% | July 1, 2013 | June 30, 2018 | ||||||||||||
Class R Shares |
Contractual | 2.25% | July 1, 2013 | June 30, 2018 | ||||||||||||
Class R5 Shares |
Contractual | 1.75% | July 1, 2013 | June 30, 2018 | ||||||||||||
Class R6 Shares |
Contractual | 1.75% | July 1, 2013 | June 30, 2018 | ||||||||||||
Class T Shares |
Contractual | 2.00% | June 9, 2017 | June 30, 2018 | ||||||||||||
Class Y Shares |
Contractual | 1.75% | July 1, 2013 | June 30, 2018 | ||||||||||||
Invesco Comstock Fund |
||||||||||||||||
Class A Shares |
Contractual | 2.00% | July 1, 2012 | June 30, 2018 | ||||||||||||
Class B Shares |
Contractual | 2.75% | July 1, 2012 | June 30, 2018 | ||||||||||||
Class C Shares |
Contractual | 2.75% | July 1, 2012 | June 30, 2018 | ||||||||||||
Class R Shares |
Contractual | 2.25% | July 1, 2012 | June 30, 2018 | ||||||||||||
Class R5 Shares |
Contractual | 1.75% | July 1, 2012 | June 30, 2018 | ||||||||||||
Class R6 Shares |
Contractual | 1.75% | September 24, 2012 | June 30, 2018 | ||||||||||||
Class T Shares |
Contractual | 2.00% | June 9, 2017 | June 30, 2018 | ||||||||||||
Class Y Shares |
Contractual | 1.75% | July 1, 2012 | June 30, 2018 |
See page 18 for footnotes to Exhibit A.
15
See page 18 for footnotes to Exhibit A.
16
Fund |
Contractual/
Voluntary |
Expense
|
Effective Date of
Current Limit |
Expiration
Date |
||||||||||
Invesco Value Opportunities Fund |
||||||||||||||
Class A Shares |
Contractual | 2.00% | July 1, 2012 | June 30, 2018 | ||||||||||
Class B Shares |
Contractual | 2.75% | July 1, 2012 | June 30, 2018 | ||||||||||
Class C Shares |
Contractual | 2.75% | July 1, 2012 | June 30, 2018 | ||||||||||
Class R Shares |
Contractual | 2.25% | July 1, 2012 | June 30, 2018 | ||||||||||
Class R5 Shares |
Contractual | 1.75% | July 1, 2012 | June 30, 2018 | ||||||||||
Class R6 Shares |
Contractual | 1.75% | April 4, 2017 | June 30, 2018 | ||||||||||
Class T Shares |
Contractual | 2.00% | June 9, 2017 | June 30, 2018 | ||||||||||
Class Y Shares |
Contractual | 1.75% | July 1, 2012 | June 30, 2018 | ||||||||||
AIM Tax-Exempt Funds (Invesco Tax-Exempt Funds) | ||||||||||||||
Fund |
Contractual/
Voluntary |
Expense
|
Effective Date of
Current Limit |
Expiration
Date |
||||||||||
Invesco High Yield Municipal Fund |
||||||||||||||
Class A Shares |
Contractual | 1.50% | July 1, 2012 | June 30, 2018 | ||||||||||
Class B Shares |
Contractual | 2.25% | July 1, 2012 | June 30, 2018 | ||||||||||
Class C Shares |
Contractual | 2.25% | July 1, 2012 | June 30, 2018 | ||||||||||
Class R5 Shares |
Contractual | 1.25% | July 1, 2012 | June 30, 2018 | ||||||||||
Class R6 Shares |
Contractual | 1.25% | April 4, 2017 | June 30, 2018 | ||||||||||
Class T Shares |
Contractual | 1.50% | June 9, 2017 | June 30, 2018 | ||||||||||
Class Y Shares |
Contractual | 1.25% | July 1, 2012 | June 30, 2018 | ||||||||||
Invesco Intermediate Term Municipal Income Fund |
||||||||||||||
Class A Shares |
Contractual | 0.84% | July 1, 2016 | June 30, 2018 | ||||||||||
Class B Shares |
Contractual | 1.59% | July 1, 2016 | June 30, 2018 | ||||||||||
Class C Shares |
Contractual | 1.59% | July 1, 2016 | June 30, 2018 | ||||||||||
Class R6 Shares |
Contractual | 0.59% | April 4, 2017 | June 30, 2018 | ||||||||||
Class T Shares |
Contractual | 0.84% | June 9, 2017 | June 30, 2018 | ||||||||||
Class Y Shares |
Contractual | 0.59% | July 1, 2016 | June 30, 2018 | ||||||||||
Invesco Municipal Income Fund |
||||||||||||||
Class A Shares |
Contractual | 1.50% | July 1, 2013 | June 30, 2018 | ||||||||||
Class B Shares |
Contractual | 2.25% | July 1, 2013 | June 30, 2018 | ||||||||||
Class C Shares |
Contractual | 2.25% | July 1, 2013 | June 30, 2018 | ||||||||||
Class R6 Shares |
Contractual | 1.25% | April 4, 2017 | June 30, 2018 | ||||||||||
Class Y Shares |
Contractual | 1.25% | July 1, 2013 | June 30, 2018 | ||||||||||
Class T Shares |
Contractual | 1.50% | June 9, 2017 | June 30, 2018 | ||||||||||
Investor Class |
Contractual | 1.50% | July 15, 2013 | June 30, 2018 | ||||||||||
Invesco New York Tax Free Income Fund |
||||||||||||||
Class A Shares |
Contractual | 1.50% | July 1, 2012 | June 30, 2018 | ||||||||||
Class B Shares |
Contractual | 2.25% | July 1, 2012 | June 30, 2018 | ||||||||||
Class C Shares |
Contractual | 2.25% | July 1, 2012 | June 30, 2018 | ||||||||||
Class R6 Shares |
Contractual | 1.25% | April 4, 2017 | June 30, 2018 | ||||||||||
Class T Shares |
Contractual | 1.50% | June 9, 2017 | June 30, 2018 | ||||||||||
Class Y Shares |
Contractual | 1.25% | July 1, 2012 | June 30, 2018 | ||||||||||
Invesco Limited Term Municipal Income Fund |
||||||||||||||
Class A Shares |
Contractual | 1.50% | July 1, 2012 | June 30, 2018 | ||||||||||
Class A2 Shares |
Contractual | 1.25% | July 1, 2012 | June 30, 2018 | ||||||||||
Class C Shares |
Contractual | 2.25% | June 30, 2013 | June 30, 2018 | ||||||||||
Class R5 Shares |
Contractual | 1.25% | July 1, 2012 | June 30, 2018 | ||||||||||
Class R6 Shares |
Contractual | 1.25% | April 4, 2017 | June 30, 2018 | ||||||||||
Class T Shares |
Contractual | 1.50% | June 9, 2017 | June 30, 2018 | ||||||||||
Class Y Shares |
Contractual | 1.25% | July 1, 2012 | June 30, 2018 |
See page 18 for footnotes to Exhibit A.
17
Invesco Management Trust
Fund |
Contractual/
Voluntary |
Expense
Limitation |
Effective Date of
Current Limit |
Expiration
Date |
||||||||||||
Invesco Conservative Income Fund |
||||||||||||||||
Institutional Class |
Contractual | 0.28% | July 1, 2014 | December 31, 2017 | ||||||||||||
Invesco Securities Trust | ||||||||||||||||
Fund |
Contractual/
Voluntary |
Expense
Limitation |
Effective Date of
Current Limit |
Expiration
Date |
||||||||||||
Invesco Balanced-Risk Aggressive Allocation Fund |
Contractual | 0.94% | January 1, 2017 | February 28, 2018 |
* | Acquired Fund Fees and Expenses (AFFE) will be calculated as of the Funds fiscal year end according to Instruction 3(f) of Item 3 of Form N-1A. Net AFFE will be calculated by subtracting any waivers by Invesco associated with investments in affiliated funds, such as investments in affiliated money market funds, from the AFFE calculated in accordance with the preceding sentence. For clarity, the NET AFFE calculated as of the Funds fiscal year end will be used throughout the waiver period in establishing the Funds waiver amount, regardless of whether actual AFFE is more or less during the waiver period. |
1 | The total operating expenses of any class of shares established after the date of this Memorandum of Agreement will be limited to the amount established for Class A Shares plus the difference between the new class 12b-1 rate and the Class A 12b-1 rate. |
2 | Includes waived fees or reimbursed expenses that Invesco receives from Invesco Cayman Commodity Fund I, Ltd. |
3 | Includes waived fees or reimbursed expenses that Invesco receives from Invesco Cayman Commodity Fund III, Ltd. |
4 | Includes waived fees or reimbursed expenses that Invesco receives from Invesco Cayman Commodity Fund VII, Ltd. |
5 | Includes waived fees or reimbursed expenses that Invesco receives from Invesco Cayman Commodity Fund V, Ltd. |
6 | The expense limit shown is the expense limit after Rule 12b-1 fee waivers by Invesco Distributors, Inc. |
18
EXHIBIT B INSTITUTIONAL MONEY MARKET FUNDS 1,2
Short-Term Investments Trust
Fund |
Contractual/
Voluntary |
Expense
|
Effective Date of
Current Limit |
Expiration
Date |
||||||||||
Government & Agency Portfolio |
||||||||||||||
Cash Management Class |
Contractual | 0.26% | June 1, 2016 | December 31, 2017 | ||||||||||
Corporate Class |
Contractual | 0.21% | June 1, 2016 | December 31, 2017 | ||||||||||
Institutional Class |
Contractual | 0.18% | June 1, 2016 | December 31, 2017 | ||||||||||
Personal Investment Class |
Contractual | 0.73% | June 1, 2016 | December 31, 2017 | ||||||||||
Private Investment Class |
Contractual | 0.48% | June 1, 2016 | December 31, 2017 | ||||||||||
Reserve Class |
Contractual | 1.05% | June 1, 2016 | December 31, 2017 | ||||||||||
Resource Class |
Contractual | 0.34% | June 1, 2016 | December 31, 2017 | ||||||||||
Liquid Assets Portfolio |
||||||||||||||
Cash Management Class |
Contractual | 0.26% | June 1, 2016 | December 31, 2017 | ||||||||||
Corporate Class |
Contractual | 0.21% | June 1, 2016 | December 31, 2017 | ||||||||||
Institutional Class |
Contractual | 0.18% | June 1, 2016 | December 31, 2017 | ||||||||||
Personal Investment Class |
Contractual | 0.73% | June 1, 2016 | December 31, 2017 | ||||||||||
Private Investment Class |
Contractual | 0.48% | June 1, 2016 | December 31, 2017 | ||||||||||
Reserve Class |
Contractual | 1.05% | June 1, 2016 | December 31, 2017 | ||||||||||
Resource Class |
Contractual | 0.38% | June 1, 2016 | December 31, 2017 | ||||||||||
STIC Prime Portfolio |
||||||||||||||
Cash Management Class |
Contractual | 0.26% | June 1, 2016 | December 31, 2017 | ||||||||||
Corporate Class |
Contractual | 0.21% | June 1, 2016 | December 31, 2017 | ||||||||||
Institutional Class |
Contractual | 0.18% | June 1, 2016 | December 31, 2017 | ||||||||||
Personal Investment Class |
Contractual | 0.73% | June 1, 2016 | December 31, 2017 | ||||||||||
Private Investment Class |
Contractual | 0.48% | June 1, 2016 | December 31, 2017 | ||||||||||
Reserve Class |
Contractual | 1.05% | June 1, 2016 | December 31, 2017 | ||||||||||
Resource Class |
Contractual | 0.34% | June 1, 2016 | December 31, 2017 | ||||||||||
Tax-Free Cash Reserve Portfolio 2 |
||||||||||||||
Cash Management Class |
Contractual | 0.28% | June 1, 2016 | December 31, 2017 | ||||||||||
Corporate Class |
Contractual | 0.23% | June 1, 2016 | December 31, 2017 | ||||||||||
Institutional Class |
Contractual | 0.20% | June 1, 2016 | December 31, 2017 | ||||||||||
Personal Investment Class |
Contractual | 0.75% | June 1, 2016 | December 31, 2017 | ||||||||||
Private Investment Class |
Contractual | 0.45% | June 1, 2016 | December 31, 2017 | ||||||||||
Reserve Class |
Contractual | 1.07% | June 1, 2016 | December 31, 2017 | ||||||||||
Resource Class |
Contractual | 0.36% | June 1, 2016 | December 31, 2017 | ||||||||||
Treasury Obligations Portfolio |
||||||||||||||
Cash Management Class |
Contractual | 0.26% | June 1, 2016 | December 31, 2017 | ||||||||||
Corporate Class |
Contractual | 0.21% | June 1, 2016 | December 31, 2017 | ||||||||||
Institutional Class |
Contractual | 0.18% | June 1, 2016 | December 31, 2017 | ||||||||||
Personal Investment Class |
Contractual | 0.73% | June 1, 2016 | December 31, 2017 | ||||||||||
Private Investment Class |
Contractual | 0.43% | June 1, 2016 | December 31, 2017 | ||||||||||
Reserve Class |
Contractual | 1.05% | June 1, 2016 | December 31, 2017 | ||||||||||
Resource Class |
Contractual | 0.34% | June 1, 2016 | December 31, 2017 | ||||||||||
Treasury Portfolio |
||||||||||||||
Cash Management Class |
Contractual | 0.26% | June 1, 2016 | December 31, 2017 | ||||||||||
Corporate Class |
Contractual | 0.21% | June 1, 2016 | December 31, 2017 | ||||||||||
Institutional Class |
Contractual | 0.18% | June 1, 2016 | December 31, 2017 | ||||||||||
Personal Investment Class |
Contractual | 0.73% | June 1, 2016 | December 31, 2017 | ||||||||||
Private Investment Class |
Contractual | 0.48% | June 1, 2016 | December 31, 2017 | ||||||||||
Reserve Class |
Contractual | 1.05% | June 1, 2016 | December 31, 2017 | ||||||||||
Resource Class |
Contractual | 0.34% | June 1, 2016 | December 31, 2017 |
1 | The expense rate excluding 12b-1 fees of any class of shares established after the date of this Memorandum of Agreement will be the same as existing classes. |
2 | The expense limitation also excludes Trustees fees and federal registration expenses. |
19
EXHIBIT C VARIABLE INSURANCE FUNDS
AIM Variable Insurance Funds (Invesco Variable Insurance Funds)
Fund |
Contractual/
|
Expense
Limitation |
Effective Date
of Current Limit |
Expiration
Date |
||||
Invesco V.I. American Franchise Fund |
||||||||
Series I Shares |
Contractual | 2.00% | July 1, 2014 | June 30, 2018 | ||||
Series II Shares |
Contractual | 2.25% | July 1, 2014 | June 30, 2018 | ||||
Invesco V.I. American Value Fund |
||||||||
Series I Shares |
Contractual | 2.00% | July 1, 2012 | June 30, 2018 | ||||
Series II Shares |
Contractual | 2.25% | July 1, 2012 | June 30, 2018 | ||||
Invesco V.I. Balanced-Risk Allocation Fund 1 |
||||||||
Series I Shares |
Contractual | 0.80% less net AFFE* | May 1, 2014 | April 30, 2018 | ||||
Series II Shares |
Contractual | 1.05% less net AFFE* | May 1, 2014 | April 30, 2018 | ||||
Invesco V.I. Comstock Fund |
||||||||
Series I Shares |
Contractual | 0.78% | May 1, 2013 | April 30, 2018 | ||||
Series II Shares |
Contractual | 1.03% | May 1, 2013 | April 30, 2018 | ||||
Invesco V.I. Core Equity Fund |
||||||||
Series I Shares |
Contractual | 2.00% | May 1, 2013 | June 30, 2018 | ||||
Series II Shares |
Contractual | 2.25% | May 1, 2013 | June 30, 2018 | ||||
Invesco V.I. Core Plus Bond Fund |
||||||||
Series I Shares |
Contractual | 0.61% | April 30, 2015 | April 30, 2018 | ||||
Series II Shares |
Contractual | 0.86% | April 30, 2015 | April 30, 2018 | ||||
Invesco V.I. Diversified Dividend Fund |
||||||||
Series I Shares |
Contractual | 2.00% | May 1, 2013 | June 30, 2018 | ||||
Series II Shares |
Contractual | 2.25% | May 1, 2013 | June 30, 2018 | ||||
Invesco V.I. Equally-Weighted S&P 500 Fund |
||||||||
Series I Shares |
Contractual | 2.00% | July 1, 2012 | June 30, 2018 | ||||
Series II Shares |
Contractual | 2.25% | July 1, 2012 | June 30, 2018 | ||||
Invesco V.I. Equity and Income Fund |
||||||||
Series I Shares |
Contractual | 1.50% | July 1, 2012 | June 30, 2018 | ||||
Series II Shares |
Contractual | 1.75% | July 1, 2012 | June 30, 2018 | ||||
Invesco V.I. Global Core Equity Fund |
||||||||
Series I Shares |
Contractual | 2.25% | July 1, 2012 | June 30, 2018 | ||||
Series II Shares |
Contractual | 2.50% | July 1, 2012 | June 30, 2018 | ||||
Invesco V.I. Global Health Care Fund |
||||||||
Series I Shares |
Contractual | 2.00% | May 1. 2013 | June 30, 2018 | ||||
Series II Shares |
Contractual | 2.25% | May 1, 2013 | June 30, 2018 | ||||
Invesco V.I. Global Real Estate Fund |
||||||||
Series I Shares |
Contractual | 2.00% | May 1. 2013 | June 30, 2018 | ||||
Series II Shares |
Contractual | 2.25% | May 1, 2013 | June 30, 2018 |
1 | Includes waived fees or reimbursed expenses that Invesco receives from Invesco Cayman Commodity Fund IV, Ltd. |
20
Fund |
Contractual/
Voluntary |
Expense
Limitation |
Effective Date of
Current Limit |
Expiration
Date |
||||||||||||
Invesco V.I. Government Money Market Fund |
||||||||||||||||
Series I Shares |
Contractual | 1.50% | May 1, 2013 | June 30, 2018 | ||||||||||||
Series II Shares |
Contractual | 1.75% | May 1, 2013 | June 30, 2018 | ||||||||||||
Invesco V.I. Government Securities Fund |
||||||||||||||||
Series I Shares |
Contractual | 1.50% | May 1, 2013 | June 30, 2018 | ||||||||||||
Series II Shares |
Contractual | 1.75% | May 1, 2013 | June 30, 2018 | ||||||||||||
Invesco V.I. Growth and Income Fund |
||||||||||||||||
Series I Shares |
Contractual | 0.78% | May 1, 2013 | April 30, 2018 | ||||||||||||
Series II Shares |
Contractual | 1.03% | May 1, 2013 | April 30, 2018 | ||||||||||||
Invesco V.I. High Yield Fund |
||||||||||||||||
Series I Shares |
Contractual | 1.50% | May 1, 2014 | June 30, 2018 | ||||||||||||
Series II Shares |
Contractual | 1.75% | May 1, 2014 | June 30, 2018 | ||||||||||||
Invesco V.I. International Growth Fund |
||||||||||||||||
Series I Shares |
Contractual | 2.25% | July 1, 2012 | June 30, 2018 | ||||||||||||
Series II Shares |
Contractual | 2.50% | July 1, 2012 | June 30, 2018 | ||||||||||||
Invesco V.I. Managed Volatility Fund |
||||||||||||||||
Series I Shares |
Contractual | 2.00% | May 1, 2015 | June 30, 2018 | ||||||||||||
Series II Shares |
Contractual | 2.25% | May 1, 2015 | June 30, 2018 | ||||||||||||
Invesco V.I. Mid Cap Core Equity Fund |
||||||||||||||||
Series I Shares |
Contractual | 2.00% | May 1, 2013 | June 30, 2018 | ||||||||||||
Series II Shares |
Contractual | 2.25% | May 1, 2013 | June 30, 2018 | ||||||||||||
Invesco V.I. Mid Cap Growth Fund |
||||||||||||||||
Series I Shares |
Contractual | 2.00% | July 1, 2014 | June 30, 2018 | ||||||||||||
Series II Shares |
Contractual | 2.25% | July 1, 2014 | June 30, 2018 | ||||||||||||
Invesco V.I. S&P 500 Index Fund |
||||||||||||||||
Series I Shares |
Contractual | 2.00% | July 1, 2012 | June 30, 2018 | ||||||||||||
Series II Shares |
Contractual | 2.25% | July 1, 2012 | June 30, 2018 | ||||||||||||
Invesco V.I. Small Cap Equity Fund |
||||||||||||||||
Series I Shares |
Contractual | 2.00% | May 1, 2013 | June 30, 2018 | ||||||||||||
Series II Shares |
Contractual | 2.25% | May 1, 2013 | June 30, 2018 | ||||||||||||
Invesco V.I. Technology Fund |
||||||||||||||||
Series I Shares |
Contractual | 2.00% | May 1, 2013 | June 30, 2018 | ||||||||||||
Series II Shares |
Contractual | 2.25% | May 1, 2013 | June 30, 2018 | ||||||||||||
Invesco V.I. Value Opportunities Fund |
||||||||||||||||
Series I Shares |
Contractual | 2.00% | May 1, 2013 | June 30, 2018 | ||||||||||||
Series II Shares |
Contractual | 2.25% | May 1, 2013 | June 30, 2018 |
* | Acquired Fund Fees and Expenses (AFFE) will be calculated as of the Funds fiscal year end according to Instruction 3(f) of Item 3 of Form N-1A. Net AFFE will be calculated by subtracting any waivers by Invesco associated with investments in affiliated funds, such as investments in affiliated money market funds, from the AFFE calculated in accordance with the preceding sentence. For clarity, the NET AFFE calculated as of the Funds fiscal year end will be used throughout the waiver period in establishing the Funds waiver amount, regardless of whether actual AFFE is more or less during the waiver period. |
21
|
Stradley Ronon Stevens & Young, LLP
2600 One Commerce Square
Philadelphia, PA 19103-7098
Telephone 215.564.8000
Fax 215.564.8120
www.stradley.com |
June 5, 2017
AIM Equity Funds (Invesco Equity Funds)
11 Greenway Plaza, Suite 1000
Houston, TX 77046-1173
Re: | AIM Equity Funds (Invesco Equity Funds) |
Registration Statement on Form N-1A |
Ladies and Gentlemen:
We have acted as counsel to AIM Equity Funds (Invesco Equity Funds), a statutory trust organized under the laws of the State of Delaware (the Trust) and registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end, series management investment company.
This opinion is given in connection with the filing by the Trust of Post-Effective Amendment No. 121 to the Registration Statement on Form N-1A under the Securities Act of 1933, as amended, and Amendment No. 121 to such Registration Statement under the 1940 Act (the Registration Statement), relating to, among other matters, the registration of an indefinite number of Class T shares of beneficial interest (the Shares) of each of the following series of the Trust (each a Fund, and collectively, the Funds):
Invesco Charter Fund
Invesco Diversified Dividend Fund
Invesco Summit Fund
In connection with giving this opinion, we have examined copies of the Trusts Amended and Restated Certificate of Trust, as amended, as filed with the Secretary of State of Delaware, Fourth Amended and Restated Agreement and Declaration of Trust (the Trust Agreement), Second Amended and Restated Bylaws (the Bylaws), resolutions of the Board of Trustees of the Trust adopted on November 29, 2016 December 1, 2016 (the Resolutions), and a Good Standing Certificate dated June 2, 2017, from the Secretary of State of Delaware, and originals or copies, certified or otherwise identified to our satisfaction, of such other documents and records as we have deemed necessary or advisable for purposes of this opinion. As to various questions of fact material to our opinion, we have relied upon information provided by officers of the Trust.
We have assumed the following for purposes of this opinion:
a) | The Trust will remain a valid and existing statutory trust under the laws of the State of Delaware. |
b) | The provisions of the Trust Agreement and the Bylaws relating to the issuance of the Shares will not be modified or eliminated. |
c) | The Resolutions will not be modified or withdrawn and will be in full force and effect on the date of each issuance of the Shares of each Fund. |
d) | The Shares of each Fund will be issued in accordance with the Trust Agreement, the Bylaws and the Resolutions. |
e) | The registration of an indefinite number of Shares of each Fund will remain effective. |
f) | Each of the Shares of a Fund will be sold for the consideration described in the then current summary prospectus (if any), statutory prospectus and statement of additional information of that Fund and the consideration received by the Trust will in each event be at least equal to the net asset value per share of such Shares. |
Both the Delaware Statutory Trust Act, as amended, and the Trust Agreement provide that shareholders of the Trust shall be entitled to the same limitation on personal liability as is extended under the Delaware General Corporation Law, as amended, to stockholders of private corporations for profit. There is a remote possibility, however, that, under certain circumstances, shareholders of a Delaware statutory trust may be held personally liable for that trusts obligations to the extent that the courts of another state that does not recognize such limited liability were to apply the laws of such state to a controversy involving such obligations. The Trust Agreement also provides for indemnification out of assets belonging to a Fund (or allocable to the applicable Class, as defined in the Trust Agreement) for all loss and expense of any shareholder held personally liable for the obligations of such Fund or Class. Therefore, the risk of any shareholder incurring financial loss beyond his or her investment due to shareholder liability is limited to circumstances in which the Fund or the applicable Class of the Fund is unable to meet its obligations and the express limitation of shareholder liabilities is determined by a court of competent jurisdiction not to be effective.
Based on and subject to the foregoing, we are of the opinion that the Shares of each Fund have been duly authorized and, when sold, issued and paid for as described in the then current prospectus and statement of additional information for the Fund, will be validly issued, fully paid and nonassessable.
We express no opinion concerning the laws of any jurisdiction other than the federal law of the United States of America and the laws of the State of Delaware applicable to trusts formed under the Delaware Statutory Trust Act, as amended, excluding securities or blue sky laws of the State of Delaware.
We consent to the filing of this opinion with the U.S. Securities and Exchange Commission as an exhibit to the Registration Statement and to the use of our name and to the reference to our firm under the caption Investment Advisory and Other Services Other Service
Providers Counsel to the Trust in the statement of additional information for each Fund, which is included in the Registration Statement.
Very truly yours, |
/s/ Stradley Ronon Stevens & Young, LLP |
Stradley Ronon Stevens & Young, LLP |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form N-1A of AIM Equity Funds (Invesco Equity Funds) of our reports dated December 21, 2016, relating to the financial statements and financial highlights, which appear Invesco Charter Funds, Invesco Diversified Dividend Funds and Invesco Summit Funds Annual Reports on Form N-CSR for the year ended October 31, 2016. We also consent to the references to us under the headings Independent Registered Public Accounting Firm, Financial Statements and Financial Highlights in such Registration Statement.
PricewaterhouseCoopers LLP
Houston, Texas
June 5, 2017
AMENDMENT NO. 3
TO THE
THIRD AMENDED AND RESTATED DISTRIBUTION PLAN
CLASS A, A2, C, INVESTOR CLASS, P, R, S, SERIES II SHARES, CASH RESERVE
SHARES and CLASSES OF SHARES OF SHORT-TERM INVESTMENTS TRUST
(COMPENSATION)
The 3 rd Amended and Restated Master Distribution Plan (the Plan), dated as of July 1, 2016, as subsequently amended, pursuant to Rule 12b-1, is hereby amended, effective September 1, 2016, as follows:
WHEREAS, the parties desire to amend the Plan to reflect the addition of new share classes Personal Investment, Private Investment, Reserve and Resource Shares to Premier Portfolio, a portfolio of AIM Treasurers Series Trust (Invesco Treasurers Series Trust);
NOW THEREFORE, Schedule A to the Plan is hereby deleted in its entirety and replaced with the following:
SCHEDULE A
Compensation Plan
AIM Counselor Series Trust (Invesco Counselor Series Trust)
Portfolio | Share Class |
Maximum Distribution Fee* |
Maximum
Fee |
Maximum
Fee |
||||||||||
Invesco Core Plus Bond Fund |
Class A Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco Floating Rate Fund |
Class A Class C Class R |
|
0.25
0.50 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
0.75 0.50 |
%
% % |
||||
Invesco Global Real Estate Income Fund |
Class A Class C |
|
0.25
0.75 |
%
% |
|
0.25
0.25 |
%
% |
|
0.25
1.00 |
%
% |
||||
Invesco Low Volatility Equity Yield Fund |
Class A Class C Class R Investor |
|
0.25
0.75 0.50 0.25 |
%
% % % |
|
0.25
0.25 0.25 0.25 |
%
% % % |
|
0.25
1.00 0.50 0.25 |
%
% % % |
||||
Invesco Short Duration High Yield Municipal Fund |
Class A Class C |
|
0.25
0.75 |
%
% |
|
0.25
0.25 |
%
% |
|
0.25
1.00 |
%
% |
||||
Invesco Strategic Real Return Fund |
Class A Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
A-1
AIM Equity Funds (Invesco Equity Funds)
Portfolio | Share Class |
Maximum
Fee* |
Maximum
Fee |
Maximum
Aggregate Fee |
||||||||||
Invesco Charter Fund |
Class A Class C Class R Class S |
|
0.25
0.75 0.50 0.00 |
%
% % % |
|
0.25
0.25 0.25 0.15 |
%
% % % |
|
0.25
1.00 0.50 0.15 |
%
% % % |
||||
Invesco Diversified Dividend Fund |
Class A Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco Summit Fund |
Class A Class C Class P Class S |
|
0.25
0.75 0.00 0.00 |
%
% % % |
|
0.25
0.25 0.10 0.15 |
%
% % % |
|
0.25
1.00 0.10 0.15 |
%
% % % |
AIM Funds Group (Invesco Funds Group)
Portfolio | Share Class |
Maximum
Fee* |
Maximum
Fee |
Maximum
Aggregate Fee |
||||||||||
Invesco European Small Company Fund |
Class A Class C |
|
0.25
0.75 |
%
% |
|
0.25
0.25 |
%
% |
|
0.25
1.00 |
%
% |
||||
Invesco Global Core Equity Fund |
Class A Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco International Small Company Fund |
Class A Class C |
|
0.25
0.75 |
%
% |
|
0.25
0.25 |
%
% |
|
0.25
1.00 |
%
% |
||||
Invesco Small Cap Equity Fund |
Class A Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
A-2
AIM Growth Series (Invesco Growth Series)
Portfolio | Share Class |
Maximum
Fee* |
Maximum
Shareholder Services Fee |
Maximum
Aggregate Fee |
||||||||||
Invesco Alternative Strategies Fund |
Class A Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco Balanced-Risk Retirement Now Fund |
Class A Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco Balanced-Risk Retirement 2020 Fund |
Class A Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco Balanced-Risk Retirement 2030 Fund |
Class A Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco Balanced-Risk Retirement 2040 Fund |
Class A Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco Balanced-Risk Retirement 2050 Fund |
Class A Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco Conservative Allocation Fund |
Class A Class C Class R Class S |
|
0.25
0.75 0.50 0.00 |
%
% % % |
|
0.25
0.25 0.25 0.15 |
%
% % % |
|
0.25
1.00 0.50 0.15 |
%
% % % |
||||
Invesco Global Low Volatility Equity Yield Fund |
Class A Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco Growth Allocation Fund |
Class A Class C Class R Class S |
|
0.25
0.75 0.50 0.00 |
%
% % % |
|
0.25
0.25 0.25 0.15 |
%
% % % |
|
0.25
1.00 0.50 0.15 |
%
% % % |
A-3
AIM Growth Series (Invesco Growth Series) continued
Portfolio | Share Class |
Maximum
Fee* |
Maximum
Fee |
Maximum
Aggregate Fee |
||||||||||
Invesco Income Allocation Fund |
Class A Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco International Allocation Fund |
Class A Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco Mid Cap Core Equity Fund |
Class A Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco Moderate Allocation Fund |
Class A Class C Class R Class S |
|
0.25
0.75 0.50 0.00 |
%
% % % |
|
0.25
0.25 0.25 0.15 |
%
% % % |
|
0.25
1.00 0.50 0.15 |
%
% % % |
||||
Invesco Multi-Asset Inflation Fund |
Class A Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco Small Cap Growth Fund |
Class A Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
A-4
AIM International Mutual Funds (Invesco International Mutual Funds)
Portfolio | Share Class |
Maximum
Fee* |
Maximum
Fee |
Maximum
Aggregate Fee |
||||||||||
Invesco Asia Pacific Growth Fund |
Class A Class C |
|
0.25
0.75 |
%
% |
|
0.25
0.25 |
%
% |
|
0.25
1.00 |
%
% |
||||
Invesco European Growth Fund |
Class A Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco Global Growth Fund |
Class A Class C |
|
0.25
0.75 |
%
% |
|
0.25
0.25 |
%
% |
|
0.25
1.00 |
%
% |
||||
Invesco Global Opportunities Fund |
Class A Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco Global Small & Mid Cap Growth Fund |
Class A Class C |
|
0.25
0.75 |
%
% |
|
0.25
0.25 |
%
% |
|
0.25
1.00 |
%
% |
||||
Invesco Global Responsibility Equity Fund |
Class A Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco International Companies Fund |
Class A Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco International Core Equity Fund |
Class A Class C Class R Investor |
|
0.25
0.75 0.50 0.25 |
%
% % % |
|
0.25
0.25 0.25 0.25 |
%
% % % |
|
0.25
1.00 0.50 0.25 |
%
% % % |
||||
Invesco International Growth Fund |
Class A Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco Select Opportunities Fund |
Class A Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
A-5
AIM Investment Funds (Invesco Investment Funds)
Portfolio | Share Class |
Maximum
Fee* |
Maximum
Fee |
Maximum
Aggregate Fee |
||||||||||
Invesco All Cap Market Neutral Fund |
Class A Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco Balanced-Risk Allocation Fund |
Class A Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco Balanced-Risk Commodity Strategy Fund |
Class A Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco Greater China Fund |
Class A Class C |
|
0.25
0.75 |
%
% |
|
0.25
0.25 |
%
% |
|
0.25
1.00 |
%
% |
||||
Invesco Developing Markets Fund |
Class A Class C |
|
0.25
0.75 |
%
% |
|
0.25
0.25 |
%
% |
|
0.25
1.00 |
%
% |
||||
Invesco Emerging Markets Flexible Bond Fund |
Class A Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco Emerging Markets Equity Fund |
Class A Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco Endeavor Fund |
Class A Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco Global Health Care Fund |
Class A Class C Investor |
|
0.25
0.75 0.25 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.25 |
%
% % |
||||
Invesco Global Infrastructure Fund |
Class A Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco Global Market Neutral Fund |
Class A Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco Macro Allocation Strategy Fund |
Class A Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco Global Targeted Returns Fund |
Class A Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
A-6
AIM Investment Funds (Invesco Investment Funds) continued
Portfolio | Share Class |
Maximum Distribution Fee* |
Maximum Shareholder
Services
|
Maximum Aggregate Fee |
||||||||||
Invesco International Total Return Fund |
Class A Class C |
|
0.25
0.75 |
%
% |
|
0.25
0.25 |
%
% |
|
0.25
1.00 |
%
% |
||||
Invesco Long/Short Equity Fund |
Class A Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco Low Volatility Emerging Markets Fund |
Class A Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco Macro International Equity Fund |
Class A Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco Macro Long/Short Fund |
Class A Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco MLP Fund |
Class A Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco Multi-Asset Income Fund |
Class A Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco Select Companies Fund |
Class A Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco Strategic Income Fund |
Class A Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco Unconstrained Bond Fund |
Class A Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
A-7
AIM Investment Securities Funds (Invesco Investment Securities Fund)
Portfolio | Share Class |
Maximum
Fee* |
Maximum
Shareholder Services Fee |
Maximum
Aggregate Fee |
||||||||||
Invesco Corporate Bond Fund |
Class R | 0.50 | % | 0.25 | % | 0.50 | % | |||||||
Invesco Global Real Estate Fund |
Class A Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco Government Money Market Fund |
Class C Cash Reserve Shares Class R |
|
0.65
0.15 0.40 |
%
% % |
|
0.25
0.15 0.25 |
%
% % |
|
0.90
0.15 0.40 |
%
% % |
||||
Invesco High Yield Fund |
Class A Class C |
|
0.25
0.75 |
%
% |
|
0.25
0.25 |
%
% |
|
0.25
1.00 |
%
% |
||||
Invesco Real Estate Fund |
Class A Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco Short Duration Inflation Protected Fund |
Class A Class A2 |
|
0.25
0.15 |
%
% |
|
0.25
0.15 |
%
% |
|
0.25
0.15 |
%
% |
||||
Invesco Short Term Bond Fund |
Class A Class C Class R |
|
0.25
0.40 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.15
0.65 0.50 |
%
% % |
||||
Invesco U.S. Government Fund |
Class A Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
A-8
AIM Sector Funds (Invesco Sector Funds)
Portfolio | Share Class |
Maximum
Fee* |
Maximum
Shareholder Services Fee |
Maximum
Aggregate Fee |
||||||||||
Invesco Dividend Income Fund |
Class A Class C Investor |
|
0.25
0.75 0.25 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.25 |
%
% % |
||||
Invesco Energy Fund |
Class A Class C Investor |
|
0.25
0.75 0.25 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.25 |
%
% % |
||||
Invesco Gold & Precious Metals Fund |
Class A Class C Investor |
|
0.25
0.75 0.25 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.25 |
%
% % |
||||
Invesco Technology Fund |
Class A Class C |
|
0.25
0.75 |
%
% |
|
0.25
0.25 |
%
% |
|
0.25
1.00 |
%
% |
||||
Invesco Value Opportunities Fund |
Class R | 0.50 | % | 0.25 | % | 0.50 | % |
AIM Tax-Exempt Funds (Invesco Tax-Exempt Funds)
Portfolio | Share Class |
Maximum
Distribution Fee* |
Maximum
Shareholder Services Fee |
Maximum
Aggregate Fee |
||||||||||
Invesco Limited Term Municipal Income Fund |
Class A Class C |
|
0.25
0.75 |
%
% |
|
0.25
0.25 |
%
% |
|
0.25
1.00 |
%
% |
||||
Invesco Tax-Exempt Cash Fund |
Class A | 0.10 | % | 0.10 | % | 0.10 | % |
AIM Treasurers Series Trust (Invesco Treasurers Series Trust)
Portfolio | Share Class |
Maximum
Distribution Fee* |
Maximum
Shareholder Services Fee |
Maximum
Aggregate Fee |
||||||||||
Premier Portfolio |
Personal Investment Class Private Investment Class Reserve Class Resource Class |
|
0.55
0.30 0.87 0.16 |
%
% % % |
|
0.25
0.25 0.25 0.16 |
%
% % % |
|
0.75
0.50 1.00 0.20 |
%
% % % |
A-9
AIM Variable Insurance Funds (Invesco Variable Insurance Funds)
Portfolio | Share Class |
Maximum
Fee* |
Maximum
Shareholder Services Fee |
Maximum
Aggregate Fee |
||||||||||
Invesco V.I. American Franchise Fund |
Series II | 0.25 | % | 0.25 | % | 0.25 | % | |||||||
Invesco V.I. American Value Fund |
Series II | 0.25 | % | 0.25 | % | 0.25 | % | |||||||
Invesco V.I. Balanced-Risk Allocation Fund |
Series II | 0.25 | % | 0.25 | % | 0.25 | % | |||||||
Invesco V.I. Comstock Fund |
Series II | 0.25 | % | 0.25 | % | 0.25 | % | |||||||
Invesco V.I. Core Equity Fund |
Series II | 0.25 | % | 0.25 | % | 0.25 | % | |||||||
Invesco V.I. Diversified Dividend Fund |
Series II | 0.25 | % | 0.25 | % | 0.25 | % | |||||||
Invesco V.I. Core Plus Bond Fund |
Series II | 0.25 | % | 0.25 | % | 0.25 | % | |||||||
Invesco V.I. Equally-Weighted S & P 500 Fund |
Series II | 0.25 | % | 0.25 | % | 0.25 | % | |||||||
Invesco V.I. Equity and Income Fund |
Series II | 0.25 | % | 0.25 | % | 0.25 | % | |||||||
Invesco V.I. Global Core Equity Fund |
Series II | 0.25 | % | 0.25 | % | 0.25 | % | |||||||
Invesco V.I. Global Health Care Fund |
Series II | 0.25 | % | 0.25 | % | 0.25 | % | |||||||
Invesco V.I. Global Real Estate Fund |
Series II | 0.25 | % | 0.25 | % | 0.25 | % | |||||||
Invesco V.I. Government Money Market Fund |
Series II | 0.25 | % | 0.25 | % | 0.25 | % | |||||||
Invesco V. I. Government Securities Fund |
Series II | 0.25 | % | 0.25 | % | 0.25 | % | |||||||
Invesco V.I. Growth and Income Fund |
Series II | 0.25 | % | 0.25 | % | 0.25 | % | |||||||
Invesco V.I. High Yield Fund |
Series II | 0.25 | % | 0.25 | % | 0.25 | % | |||||||
Invesco V.I. International Growth Fund |
Series II | 0.25 | % | 0.25 | % | 0.25 | % | |||||||
Invesco V.I. Managed Volatility Fund |
Series II | 0.25 | % | 0.25 | % | 0.25 | % | |||||||
Invesco V.I. Mid Cap Core Equity Fund |
Series II | 0.25 | % | 0.25 | % | 0.25 | % | |||||||
Invesco V.I. Mid Cap Growth Fund |
Series II | 0.25 | % | 0.25 | % | 0.25 | % | |||||||
Invesco V.I. S&P 500 Index Fund |
Series II | 0.25 | % | 0.25 | % | 0.25 | % | |||||||
Invesco V.I. Small Cap Equity Fund |
Series II | 0.25 | % | 0.25 | % | 0.25 | % | |||||||
Invesco V.I. Technology Fund |
Series II | 0.25 | % | 0.25 | % | 0.25 | % | |||||||
Invesco V.I. Value Opportunities Fund |
Series II | 0.25 | % | 0.25 | % | 0.25 | % |
A-10
Short-Term Investments Trust
Portfolio | Share Class |
Maximum
Fee* |
Maximum
Shareholder Services Fee |
Maximum
Aggregate Fee |
||||||||||
Government & Agency Portfolio |
Cash Management Class Corporate Class Personal Investment Class Private Investment Class Reserve Class Resource Class |
|
0.08
0.03 0.55 0.30 0.87 0.16 |
%
% % % % % |
|
0.08
0.03 0.25 0.25 0.25 0.16 |
%
% % % % % |
|
0.08
0.03 0.55 0.30 0.87 0.16 |
%
% % % % % |
||||
Government TaxAdvantage Portfolio |
Cash Management Class Corporate Class Personal Investment Class Private Investment Class Reserve Class Resource Class |
|
0.08
0.03 0.55 0.25 0.87 0.16 |
%
% % % % % |
|
0.08
0.03 0.25 0.25 0.25 0.16 |
%
% % % % % |
|
0.08
0.03 0.55 0.25 0.87 0.16 |
%
% % % % % |
||||
Liquid Assets Portfolio |
Cash Management Class Corporate Class Personal Investment Class Private Investment Class Reserve Class Resource Class |
|
0.08
0.03 0.55 0.30 0.87 0.20 |
%
% % % % % |
|
0.08
0.03 0.25 0.25 0.25 0.20 |
%
% % % % % |
|
0.08
0.03 0.55 0.30 0.87 0.20 |
%
% % % % % |
||||
STIC Prime Portfolio |
Cash Management Class Corporate Class Personal Investment Class Private Investment Class Reserve Class Resource Class |
|
0.08
0.03 0.55 0.30 0.87 0.16 |
%
% % % % % |
|
0.08
0.03 0.25 0.25 0.25 0.16 |
%
% % % % % |
|
0.08
0.03 0.55 0.30 0.87 0.16 |
%
% % % % % |
||||
Tax-Free Cash Reserve Portfolio |
Cash Management Class Corporate Class Personal Investment Class Private Investment Class Reserve Class Resource Class |
|
0.08
0.03 0.55 0.25 0.87 0.16 |
%
% % % % % |
|
0.08
0.03 0.25 0.25 0.25 0.16 |
%
% % % % % |
|
0.08
0.03 0.55 0.25 0.87 0.16 |
%
% % % % % |
||||
Treasury Portfolio |
Cash Management Class Corporate Class Personal Investment Class Private Investment Class Reserve Class Resource Class |
|
0.08
0.03 0.55 0.30 0.87 0.16 |
%
% % % % % |
|
0.08
0.03 0.25 0.25 0.25 0.16 |
%
% % % % % |
|
0.08
0.03 0.55 0.30 0.87 0.16 |
%
% % % % % |
Notes
* | Distribution Fees may also include Asset Based Sales Charges |
A-11
AMENDMENT NO. 4
TO THE
THIRD AMENDED AND RESTATED DISTRIBUTION PLAN
CLASS A, A2, C, INVESTOR CLASS, P, R, S, SERIES II SHARES, CASH RESERVE
SHARES and CLASSES OF SHARES OF SHORT-TERM INVESTMENTS TRUST
(COMPENSATION)
The 3 rd Amended and Restated Master Distribution Plan (the Plan), dated as of July 1, 2016, as subsequently amended, pursuant to Rule 12b-1, is hereby amended, effective October 28, 2016, as follows:
WHEREAS, the parties desire to amend the Plan to remove Invesco Unconstrained Bond Fund and Invesco Strategic Income Fund and, effective 11/4/2016, change the name of Government TaxAdvantage Portfolio to Treasury Obligations Portfolio;
NOW THEREFORE, Schedule A to the Plan is hereby deleted in its entirety and replaced with the following:
SCHEDULE A
Compensation Plan
AIM Counselor Series Trust (Invesco Counselor Series Trust)
Portfolio | Share Class |
Maximum
Fee* |
Maximum
Shareholder Services Fee |
Maximum
Aggregate Fee |
||||||||||
Invesco Core Plus Bond Fund |
Class A
Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco Floating Rate Fund |
Class A
Class C Class R |
|
0.25
0.50 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
0.75 0.50 |
%
% % |
||||
Invesco Global Real Estate Income Fund |
Class A
Class C |
|
0.25
0.75 |
%
% |
|
0.25
0.25 |
%
% |
|
0.25
1.00 |
%
% |
||||
Invesco Low Volatility Equity Yield Fund |
Class A
Class C Class R Investor |
|
0.25
0.75 0.50 0.25 |
%
% % % |
|
0.25
0.25 0.25 0.25 |
%
% % % |
|
0.25
1.00 0.50 0.25 |
%
% % % |
||||
Invesco Short Duration High Yield Municipal Fund |
Class A
Class C |
|
0.25
0.75 |
%
% |
|
0.25
0.25 |
%
% |
|
0.25
1.00 |
%
% |
||||
Invesco Strategic Real Return Fund |
Class A
Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
A-1
AIM Equity Funds (Invesco Equity Funds)
Portfolio | Share Class |
Maximum
Fee* |
Maximum
Shareholder Services Fee |
Maximum
Aggregate Fee |
||||||||||
Invesco European Small Company Fund |
Class A
Class C |
|
0.25
0.75 |
%
% |
|
0.25
0.25 |
%
% |
|
0.25
1.00 |
%
% |
||||
Invesco Global Core Equity Fund |
Class A
Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco International Small Company Fund |
Class A
Class C |
|
0.25
0.75 |
%
% |
|
0.25
0.25 |
%
% |
|
0.25
1.00 |
%
% |
||||
Invesco Small Cap Equity Fund |
Class A
Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
A-2
AIM Growth Series (Invesco Growth Series)
Portfolio | Share Class |
Maximum
Fee* |
Maximum
Shareholder Services Fee |
Maximum
Aggregate Fee |
||||||||||
Invesco Alternative Strategies Fund |
Class A
Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco Balanced-Risk Retirement Now Fund |
Class A
Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco Balanced-Risk Retirement 2020 Fund |
Class A
Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco Balanced-Risk Retirement 2030 Fund |
Class A
Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco Balanced-Risk Retirement 2040 Fund |
Class A
Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco Balanced-Risk Retirement 2050 Fund |
Class A
Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco Conservative Allocation Fund |
Class A
Class C Class R Class S |
|
0.25
0.75 0.50 0.00 |
%
% % % |
|
0.25
0.25 0.25 0.15 |
%
% % % |
|
0.25
1.00 0.50 0.15 |
%
% % % |
||||
Invesco Global Low Volatility Equity Yield Fund |
Class A
Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco Growth Allocation Fund |
Class A
Class C Class R Class S |
|
0.25
0.75 0.50 0.00 |
%
% % % |
|
0.25
0.25 0.25 0.15 |
%
% % % |
|
0.25
1.00 0.50 0.15 |
%
% % % |
A-3
AIM Growth Series (Invesco Growth Series) continued
Portfolio | Share Class |
Maximum
Fee* |
Maximum
Shareholder Services Fee |
Maximum
Aggregate Fee |
||||||||||
Invesco Income Allocation Fund |
Class A
Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco International Allocation Fund |
Class A
Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco Mid Cap Core Equity Fund |
Class A
Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco Moderate Allocation Fund |
Class A
Class C Class R Class S |
|
0.25
0.75 0.50 0.00 |
%
% % % |
|
0.25
0.25 0.25 0.15 |
%
% % % |
|
0.25
1.00 0.50 0.15 |
%
% % % |
||||
Invesco Multi-Asset Inflation Fund |
Class A
Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco Small Cap Growth Fund |
Class A
Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
A-4
AIM International Mutual Funds (Invesco International Mutual Funds)
Portfolio | Share Class |
Maximum
Fee* |
Maximum
Shareholder Services Fee |
Maximum
Aggregate Fee |
||||||||||
Invesco Asia Pacific Growth Fund |
Class A
Class C |
|
0.25
0.75 |
%
% |
|
0.25
0.25 |
%
% |
|
0.25
1.00 |
%
% |
||||
Invesco European Growth Fund |
Class A
Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco Global Growth Fund |
Class A
Class C |
|
0.25
0.75 |
%
% |
|
0.25
0.25 |
%
% |
|
0.25
1.00 |
%
% |
||||
Invesco Global Opportunities Fund |
Class A
Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco Global Small & Mid Cap Growth Fund |
Class A
Class C |
|
0.25
0.75 |
%
% |
|
0.25
0.25 |
%
% |
|
0.25
1.00 |
%
% |
||||
Invesco Global Responsibility Equity Fund |
Class A
Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco International Companies Fund |
Class A
Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco International Core Equity Fund |
Class A
Class C Class R Investor |
|
0.25
0.75 0.50 0.25 |
%
% % % |
|
0.25
0.25 0.25 0.25 |
%
% % % |
|
0.25
1.00 0.50 0.25 |
%
% % % |
||||
Invesco International Growth Fund |
Class A
Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco Select Opportunities Fund |
Class A
Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
A-5
AIM Investment Funds (Invesco Investment Funds)
Portfolio | Share Class |
Maximum
Fee* |
Maximum
Shareholder Services Fee |
Maximum
Aggregate Fee |
||||||||||
Invesco All Cap Market Neutral Fund |
Class A
Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco Balanced-Risk Allocation Fund |
Class A
Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco Balanced-Risk Commodity Strategy Fund |
Class A
Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco Greater China Fund |
Class A
Class C |
|
0.25
0.75 |
%
% |
|
0.25
0.25 |
%
% |
|
0.25
1.00 |
%
% |
||||
Invesco Developing Markets Fund |
Class A
Class C |
|
0.25
0.75 |
%
% |
|
0.25
0.25 |
%
% |
|
0.25
1.00 |
%
% |
||||
Invesco Emerging Markets Flexible Bond Fund |
Class A
Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco Emerging Markets Equity Fund |
Class A
Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco Endeavor Fund |
Class A
Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco Global Health Care Fund |
Class A
Class C Investor |
|
0.25
0.75 0.25 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.25 |
%
% % |
||||
Invesco Global Infrastructure Fund |
Class A
Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco Global Market Neutral Fund |
Class A
Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco Macro Allocation Strategy Fund |
Class A
Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco Global Targeted Returns Fund |
Class A
Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
A-6
AIM Investment Funds (Invesco Investment Funds) continued
Portfolio | Share Class |
Maximum
Fee* |
Maximum
Shareholder Services Fee |
Maximum
Aggregate Fee |
||||||||||
Invesco International Total Return Fund |
Class A
Class C |
|
0.25
0.75 |
%
% |
|
0.25
0.25 |
%
% |
|
0.25
1.00 |
%
% |
||||
Invesco Long/Short Equity Fund |
Class A
Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco Low Volatility Emerging Markets Fund |
Class A
Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco Macro International Equity Fund |
Class A
Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco Macro Long/Short Fund |
Class A
Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco MLP Fund |
Class A
Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco Multi-Asset Income Fund |
Class A
Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco Select Companies Fund |
Class A
Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
A-7
AIM Investment Securities Funds (Invesco Investment Securities Fund)
Portfolio | Share Class |
Maximum
Fee* |
Maximum
Shareholder Services Fee |
Maximum
Aggregate Fee |
||||||||||
Invesco Corporate Bond Fund |
Class R | 0.50 | % | 0.25 | % | 0.50 | % | |||||||
Invesco Global Real Estate Fund |
Class A
Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco Government Money Market Fund |
Class C
Cash Reserve Shares Class R |
|
0.65
0.15 0.40 |
%
% % |
|
0.25
0.15 0.25 |
%
% % |
|
0.90
0.15 0.40 |
%
% % |
||||
Invesco High Yield Fund |
Class A
Class C |
|
0.25
0.75 |
%
% |
|
0.25
0.25 |
%
% |
|
0.25
1.00 |
%
% |
||||
Invesco Real Estate Fund |
Class A
Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco Short Duration Inflation Protected Fund |
Class A
Class A2 |
|
0.25
0.15 |
%
% |
|
0.25
0.15 |
%
% |
|
0.25
0.15 |
%
% |
||||
Invesco Short Term Bond Fund |
Class A
Class C Class R |
|
0.25
0.40 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.15
0.65 0.50 |
%
% % |
||||
Invesco U.S. Government Fund |
Class A
Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
A-8
AIM Sector Funds (Invesco Sector Funds)
Portfolio | Share Class |
Maximum
Fee* |
Maximum
Shareholder Services Fee |
Maximum
Aggregate Fee |
||||||||||
Invesco Dividend Income Fund |
Class A
Class C Investor |
|
0.25
0.75 0.25 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.25 |
%
% % |
||||
Invesco Energy Fund |
Class A
Class C Investor |
|
0.25
0.75 0.25 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.25 |
%
% % |
||||
Invesco Gold & Precious Metals Fund |
Class A
Class C Investor |
|
0.25
0.75 0.25 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.25 |
%
% % |
||||
Invesco Technology Fund |
Class A
Class C |
|
0.25
0.75 |
%
% |
|
0.25
0.25 |
%
% |
|
0.25
1.00 |
%
% |
||||
Invesco Value Opportunities Fund |
Class R | 0.50 | % | 0.25 | % | 0.50 | % |
AIM Tax-Exempt Funds (Invesco Tax-Exempt Funds)
Portfolio | Share Class |
Maximum
Distribution Fee* |
Maximum
Shareholder Services Fee |
Maximum
Aggregate Fee |
||||||||||
Invesco Limited Term Municipal Income Fund |
Class A
Class C |
|
0.25
0.75 |
%
% |
|
0.25
0.25 |
%
% |
|
0.25
1.00 |
%
% |
||||
Invesco Tax-Exempt Cash Fund |
Class A | 0.10 | % | 0.10 | % | 0.10 | % |
AIM Treasurers Series Trust (Invesco Treasurers Series Trust)
Portfolio | Share Class |
Maximum
Distribution Fee* |
Maximum
Shareholder Services Fee |
Maximum
Aggregate Fee |
||||||||||
Premier Portfolio |
Personal Investment Class
Private Investment Class Reserve Class Resource Class |
|
0.55
0.30 0.87 0.16 |
%
% % % |
|
0.25
0.25 0.25 0.16 |
%
% % % |
|
0.75
0.50 1.00 0.20 |
%
% % % |
A-9
AIM Variable Insurance Funds (Invesco Variable Insurance Funds)
Portfolio | Share Class |
Maximum
Fee* |
Maximum
Shareholder Services Fee |
Maximum
Aggregate Fee |
||||||||||
Invesco V.I. American Franchise Fund |
Series II | 0.25 | % | 0.25 | % | 0.25 | % | |||||||
Invesco V.I. American Value Fund |
Series II | 0.25 | % | 0.25 | % | 0.25 | % | |||||||
Invesco V.I. Balanced-Risk Allocation Fund |
Series II | 0.25 | % | 0.25 | % | 0.25 | % | |||||||
Invesco V.I. Comstock Fund |
Series II | 0.25 | % | 0.25 | % | 0.25 | % | |||||||
Invesco V.I. Core Equity Fund |
Series II | 0.25 | % | 0.25 | % | 0.25 | % | |||||||
Invesco V.I. Diversified Dividend Fund |
Series II | 0.25 | % | 0.25 | % | 0.25 | % | |||||||
Invesco V.I. Core Plus Bond Fund |
Series II | 0.25 | % | 0.25 | % | 0.25 | % | |||||||
Invesco V.I. Equally-Weighted S & P 500 Fund |
Series II | 0.25 | % | 0.25 | % | 0.25 | % | |||||||
Invesco V.I. Equity and Income Fund |
Series II | 0.25 | % | 0.25 | % | 0.25 | % | |||||||
Invesco V.I. Global Core Equity Fund |
Series II | 0.25 | % | 0.25 | % | 0.25 | % | |||||||
Invesco V.I. Global Health Care Fund |
Series II | 0.25 | % | 0.25 | % | 0.25 | % | |||||||
Invesco V.I. Global Real Estate Fund |
Series II | 0.25 | % | 0.25 | % | 0.25 | % | |||||||
Invesco V.I. Government Money Market Fund |
Series II | 0.25 | % | 0.25 | % | 0.25 | % | |||||||
Invesco V. I. Government Securities Fund |
Series II | 0.25 | % | 0.25 | % | 0.25 | % | |||||||
Invesco V.I. Growth and Income Fund |
Series II | 0.25 | % | 0.25 | % | 0.25 | % | |||||||
Invesco V.I. High Yield Fund |
Series II | 0.25 | % | 0.25 | % | 0.25 | % | |||||||
Invesco V.I. International Growth Fund |
Series II | 0.25 | % | 0.25 | % | 0.25 | % | |||||||
Invesco V.I. Managed Volatility Fund |
Series II | 0.25 | % | 0.25 | % | 0.25 | % | |||||||
Invesco V.I. Mid Cap Core Equity Fund |
Series II | 0.25 | % | 0.25 | % | 0.25 | % | |||||||
Invesco V.I. Mid Cap Growth Fund |
Series II | 0.25 | % | 0.25 | % | 0.25 | % | |||||||
Invesco V.I. S&P 500 Index Fund |
Series II | 0.25 | % | 0.25 | % | 0.25 | % | |||||||
Invesco V.I. Small Cap Equity Fund |
Series II | 0.25 | % | 0.25 | % | 0.25 | % | |||||||
Invesco V.I. Technology Fund |
Series II | 0.25 | % | 0.25 | % | 0.25 | % | |||||||
Invesco V.I. Value Opportunities Fund |
Series II | 0.25 | % | 0.25 | % | 0.25 | % |
A-10
Short-Term Investments Trust
Portfolio | Share Class |
Maximum
Fee* |
Maximum
Shareholder Services Fee |
Maximum
Aggregate Fee |
||||||||||
Government & Agency Portfolio |
Cash Management Class
Corporate Class Personal Investment Class Private Investment Class Reserve Class Resource Class |
|
0.08
0.03 0.55 0.30 0.87 0.16 |
%
% % % % % |
|
0.08
0.03 0.25 0.25 0.25 0.16 |
%
% % % % % |
|
0.08
0.03 0.55 0.30 0.87 0.16 |
%
% % % % % |
||||
Liquid Assets Portfolio |
Cash Management Class
Corporate Class Personal Investment Class Private Investment Class Reserve Class Resource Class |
|
0.08
0.03 0.55 0.30 0.87 0.20 |
%
% % % % % |
|
0.08
0.03 0.25 0.25 0.25 0.20 |
%
% % % % % |
|
0.08
0.03 0.55 0.30 0.87 0.20 |
%
% % % % % |
||||
STIC Prime Portfolio |
Cash Management Class
Corporate Class Personal Investment Class Private Investment Class Reserve Class Resource Class |
|
0.08
0.03 0.55 0.30 0.87 0.16 |
%
% % % % % |
|
0.08
0.03 0.25 0.25 0.25 0.16 |
%
% % % % % |
|
0.08
0.03 0.55 0.30 0.87 0.16 |
%
% % % % % |
||||
Tax-Free Cash Reserve Portfolio |
Cash Management Class
Corporate Class Personal Investment Class Private Investment Class Reserve Class Resource Class |
|
0.08
0.03 0.55 0.25 0.87 0.16 |
%
% % % % % |
|
0.08
0.03 0.25 0.25 0.25 0.16 |
%
% % % % % |
|
0.08
0.03 0.55 0.25 0.87 0.16 |
%
% % % % % |
||||
Treasury Obligations Portfolio |
Cash Management Class
Corporate Class Personal Investment Class Private Investment Class Reserve Class Resource Class |
|
0.08
0.03 0.55 0.25 0.87 0.16 |
%
% % % % % |
|
0.08
0.03 0.25 0.25 0.25 0.16 |
%
% % % % % |
|
0.08
0.03 0.55 0.25 0.87 0.16 |
%
% % % % % |
||||
Treasury Portfolio |
Cash Management Class
Corporate Class Personal Investment Class Private Investment Class Reserve Class Resource Class |
|
0.08
0.03 0.55 0.30 0.87 0.16 |
%
% % % % % |
|
0.08
0.03 0.25 0.25 0.25 0.16 |
%
% % % % % |
|
0.08
0.03 0.55 0.30 0.87 0.16 |
%
% % % % % |
Notes
* | Distribution Fees may also include Asset Based Sales Charges |
A-11
AMENDMENT NO. 5
TO THE
THIRD AMENDED AND RESTATED DISTRIBUTION PLAN
CLASS A, A2, C, INVESTOR CLASS, P, R, S, SERIES II SHARES, CASH RESERVE SHARES
and CLASSES OF SHARES OF SHORT-TERM INVESTMENTS TRUST
(COMPENSATION)
The 3 rd Amended and Restated Master Distribution Plan (the Plan), dated as of July 1, 2016, as subsequently amended, pursuant to Rule 12b-1, is hereby amended, effective December 1, 2016, as follows:
WHEREAS, the parties desire to amend the Plan to change the name of Invesco International Total Return Fund to Invesco World Bond Fund;
NOW THEREFORE, Schedule A to the Plan is hereby deleted in its entirety and replaced with the following:
SCHEDULE A
Compensation Plan
AIM Counselor Series Trust (Invesco Counselor Series Trust)
Portfolio | Share Class |
Maximum Distribution Fee* |
Maximum
Shareholder Services Fee |
Maximum
Aggregate Fee |
||||||||||
Invesco Core Plus Bond Fund |
Class A Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco Floating Rate Fund |
Class A Class C Class R |
|
0.25
0.50 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
0.75 0.50 |
%
% % |
||||
Invesco Global Real Estate Income Fund |
Class A Class C |
|
0.25
0.75 |
%
% |
|
0.25
0.25 |
%
% |
|
0.25
1.00 |
%
% |
||||
Invesco Low Volatility Equity Yield Fund |
Class A Class C Class R Investor |
|
0.25
0.75 0.50 0.25 |
%
% % % |
|
0.25
0.25 0.25 0.25 |
%
% % % |
|
0.25
1.00 0.50 0.25 |
%
% % % |
||||
Invesco Short Duration High Yield Municipal Fund |
Class A Class C |
|
0.25
0.75 |
%
% |
|
0.25
0.25 |
%
% |
|
0.25
1.00 |
%
% |
||||
Invesco Strategic Real Return Fund |
Class A Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
A-1
AIM Equity Funds (Invesco Equity Funds)
Portfolio | Share Class |
Maximum
Fee* |
Maximum
Shareholder Services Fee |
Maximum
Aggregate Fee |
||||||||||
Invesco Charter Fund |
Class A Class C Class R Class S |
|
0.25
0.75 0.50 0.00 |
%
% % % |
|
0.25
0.25 0.25 0.15 |
%
% % % |
|
0.25
1.00 0.50 0.15 |
%
% % % |
||||
Invesco Diversified Dividend Fund |
Class A Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco Summit Fund |
Class A Class C Class P Class S |
|
0.25
0.75 0.00 0.00 |
%
% % % |
|
0.25
0.25 0.10 0.15 |
%
% % % |
|
0.25
1.00 0.10 0.15 |
%
% % % |
AIM Funds Group (Invesco Funds Group)
Portfolio | Share Class |
Maximum
Fee* |
Maximum
Shareholder Services Fee |
Maximum
Aggregate Fee |
||||||||||
Invesco European Small Company Fund |
Class A Class C |
|
0.25
0.75 |
%
% |
|
0.25
0.25 |
%
% |
|
0.25
1.00 |
%
% |
||||
Invesco Global Core Equity Fund |
Class A Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco International Small Company Fund |
Class A Class C |
|
0.25
0.75 |
%
% |
|
0.25
0.25 |
%
% |
|
0.25
1.00 |
%
% |
||||
Invesco Small Cap Equity Fund |
Class A Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
A-2
AIM Growth Series (Invesco Growth Series)
Portfolio | Share Class |
Maximum
Fee* |
Maximum
Shareholder Services Fee |
Maximum
Aggregate Fee |
||||||||||
Invesco Alternative Strategies Fund |
Class A Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco Balanced-Risk Retirement Now Fund |
Class A Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco Balanced-Risk Retirement 2020 Fund |
Class A Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco Balanced-Risk Retirement 2030 Fund |
Class A Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco Balanced-Risk Retirement 2040 Fund |
Class A Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco Balanced-Risk Retirement 2050 Fund |
Class A Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco Conservative Allocation Fund |
Class A Class C Class R Class S |
|
0.25
0.75 0.50 0.00 |
%
% % % |
|
0.25
0.25 0.25 0.15 |
%
% % % |
|
0.25
1.00 0.50 0.15 |
%
% % % |
||||
Invesco Global Low Volatility Equity Yield Fund |
Class A Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco Growth Allocation Fund |
Class A Class C Class R Class S |
|
0.25
0.75 0.50 0.00 |
%
% % % |
|
0.25
0.25 0.25 0.15 |
%
% % % |
|
0.25
1.00 0.50 0.15 |
%
% % % |
A-3
AIM Growth Series (Invesco Growth Series) continued
Portfolio | Share Class |
Maximum
Fee* |
Maximum
Shareholder Services Fee |
Maximum
Aggregate Fee |
||||||||||
Invesco Income Allocation Fund |
Class A Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco International Allocation Fund |
Class A Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco Mid Cap Core Equity Fund |
Class A Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco Moderate Allocation Fund |
Class A Class C Class R Class S |
|
0.25
0.75 0.50 0.00 |
%
% % % |
|
0.25
0.25 0.25 0.15 |
%
% % % |
|
0.25
1.00 0.50 0.15 |
%
% % % |
||||
Invesco Multi-Asset Inflation Fund |
Class A Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco Small Cap Growth Fund |
Class A Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
A-4
AIM International Mutual Funds (Invesco International Mutual Funds)
Portfolio | Share Class |
Maximum
Fee* |
Maximum
Shareholder Services Fee |
Maximum
Aggregate Fee |
||||||||||
Invesco Asia Pacific Growth Fund |
Class A Class C |
|
0.25
0.75 |
%
% |
|
0.25
0.25 |
%
% |
|
0.25
1.00 |
%
% |
||||
Invesco European Growth Fund |
Class A Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco Global Growth Fund |
Class A Class C |
|
0.25
0.75 |
%
% |
|
0.25
0.25 |
%
% |
|
0.25
1.00 |
%
% |
||||
Invesco Global Opportunities Fund |
Class A Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco Global Small & Mid Cap Growth Fund |
Class A Class C |
|
0.25
0.75 |
%
% |
|
0.25
0.25 |
%
% |
|
0.25
1.00 |
%
% |
||||
Invesco Global Responsibility Equity Fund |
Class A Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco International Companies Fund |
Class A Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco International Core Equity Fund |
Class A Class C Class R Investor |
|
0.25
0.75 0.50 0.25 |
%
% % % |
|
0.25
0.25 0.25 0.25 |
%
% % % |
|
0.25
1.00 0.50 0.25 |
%
% % % |
||||
Invesco International Growth Fund |
Class A Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco Select Opportunities Fund |
Class A Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
A-5
AIM Investment Funds (Invesco Investment Funds)
Portfolio | Share Class |
Maximum
Fee* |
Maximum
Shareholder Services Fee |
Maximum
Aggregate Fee |
||||||||||
Invesco All Cap Market Neutral Fund |
Class A Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco Balanced-Risk Allocation Fund |
Class A Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco Balanced-Risk Commodity Strategy Fund |
Class A Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco Greater China Fund |
Class A Class C |
|
0.25
0.75 |
%
% |
|
0.25
0.25 |
%
% |
|
0.25
1.00 |
%
% |
||||
Invesco Developing Markets Fund |
Class A Class C |
|
0.25
0.75 |
%
% |
|
0.25
0.25 |
%
% |
|
0.25
1.00 |
%
% |
||||
Invesco Emerging Markets Flexible Bond Fund |
Class A Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco Emerging Markets Equity Fund |
Class A Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco Endeavor Fund |
Class A Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco Global Health Care Fund |
Class A Class C Investor |
|
0.25
0.75 0.25 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.25 |
%
% % |
||||
Invesco Global Infrastructure Fund |
Class A Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco Global Market Neutral Fund |
Class A Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco Macro Allocation Strategy Fund |
Class A Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco Global Targeted Returns Fund |
Class A Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
A-6
AIM Investment Funds (Invesco Investment Funds) continued
Portfolio | Share Class |
Maximum
Fee* |
Maximum
Shareholder Services Fee |
Maximum
Aggregate Fee |
||||||||||
Invesco Long/Short Equity Fund |
Class A Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco Low Volatility Emerging Markets Fund |
Class A Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco Macro International Equity Fund |
Class A Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco Macro Long/Short Fund |
Class A Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco MLP Fund |
Class A Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco Multi-Asset Income Fund |
Class A Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco Select Companies Fund |
Class A Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco World Bond Fund |
Class A Class C |
|
0.25
0.75 |
%
% |
|
0.25
0.25 |
%
% |
|
0.25
1.00 |
%
% |
A-7
AIM Investment Securities Funds (Invesco Investment Securities Fund)
Portfolio | Share Class |
Maximum
Fee* |
Maximum
Shareholder Services Fee |
Maximum
Aggregate Fee |
||||||||||
Invesco Corporate Bond Fund |
Class R | 0.50 | % | 0.25 | % | 0.50 | % | |||||||
Invesco Global Real Estate Fund |
Class A Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco Government Money Market Fund |
Class C Cash Reserve Shares Class R |
|
0.65
0.15 0.40 |
%
% % |
|
0.25
0.15 0.25 |
%
% % |
|
0.90
0.15 0.40 |
%
% % |
||||
Invesco High Yield Fund |
Class A Class C |
|
0.25
0.75 |
%
% |
|
0.25
0.25 |
%
% |
|
0.25
1.00 |
%
% |
||||
Invesco Real Estate Fund |
Class A Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco Short Duration Inflation Protected Fund |
Class A Class A2 |
|
0.25
0.15 |
%
% |
|
0.25
0.15 |
%
% |
|
0.25
0.15 |
%
% |
||||
Invesco Short Term Bond Fund |
Class A Class C Class R |
|
0.25
0.40 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.15
0.65 0.50 |
%
% % |
||||
Invesco U.S. Government Fund |
Class A Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
A-8
AIM Sector Funds (Invesco Sector Funds)
Portfolio | Share Class |
Maximum
Fee* |
Maximum
Shareholder Services Fee |
Maximum
Aggregate Fee |
||||||||||
Invesco Dividend Income Fund |
Class A Class C Investor |
|
0.25
0.75 0.25 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.25 |
%
% % |
||||
Invesco Energy Fund |
Class A Class C Investor |
|
0.25
0.75 0.25 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.25 |
%
% % |
||||
Invesco Gold & Precious Metals Fund |
Class A Class C Investor |
|
0.25
0.75 0.25 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.25 |
%
% % |
||||
Invesco Technology Fund |
Class A Class C |
|
0.25
0.75 |
%
% |
|
0.25
0.25 |
%
% |
|
0.25
1.00 |
%
% |
||||
Invesco Value Opportunities Fund |
Class R | 0.50 | % | 0.25 | % | 0.50 | % |
AIM Tax-Exempt Funds (Invesco Tax-Exempt Funds)
Portfolio | Share Class |
Maximum
Distribution Fee* |
Maximum
Shareholder Services Fee |
Maximum
Aggregate Fee |
||||||||||
Invesco Limited Term Municipal Income Fund |
Class A Class C |
|
0.25
0.75 |
%
% |
|
0.25
0.25 |
%
% |
|
0.25
1.00 |
%
% |
||||
Invesco Tax-Exempt Cash Fund |
Class A | 0.10 | % | 0.10 | % | 0.10 | % |
AIM Treasurers Series Trust (Invesco Treasurers Series Trust)
Portfolio | Share Class |
Maximum
Distribution Fee* |
Maximum
Shareholder Services Fee |
Maximum
Aggregate Fee |
||||||||||
Premier Portfolio |
Personal Investment Class Private Investment Class Reserve Class Resource Class |
|
0.55
0.30 0.87 0.16 |
%
% % % |
|
0.25
0.25 0.25 0.16 |
%
% % % |
|
0.75
0.50 1.00 0.20 |
%
% % % |
A-9
AIM Variable Insurance Funds (Invesco Variable Insurance Funds)
Portfolio | Share Class |
Maximum
Fee* |
Maximum
Shareholder Services Fee |
Maximum
Aggregate Fee |
||||||||||
Invesco V.I. American Franchise Fund |
Series II | 0.25 | % | 0.25 | % | 0.25 | % | |||||||
Invesco V.I. American Value Fund |
Series II | 0.25 | % | 0.25 | % | 0.25 | % | |||||||
Invesco V.I. Balanced-Risk Allocation Fund |
Series II | 0.25 | % | 0.25 | % | 0.25 | % | |||||||
Invesco V.I. Comstock Fund |
Series II | 0.25 | % | 0.25 | % | 0.25 | % | |||||||
Invesco V.I. Core Equity Fund |
Series II | 0.25 | % | 0.25 | % | 0.25 | % | |||||||
Invesco V.I. Diversified Dividend Fund |
Series II | 0.25 | % | 0.25 | % | 0.25 | % | |||||||
Invesco V.I. Core Plus Bond Fund |
Series II | 0.25 | % | 0.25 | % | 0.25 | % | |||||||
Invesco V.I. Equally-Weighted S & P 500 Fund |
Series II | 0.25 | % | 0.25 | % | 0.25 | % | |||||||
Invesco V.I. Equity and Income Fund |
Series II | 0.25 | % | 0.25 | % | 0.25 | % | |||||||
Invesco V.I. Global Core Equity Fund |
Series II | 0.25 | % | 0.25 | % | 0.25 | % | |||||||
Invesco V.I. Global Health Care Fund |
Series II | 0.25 | % | 0.25 | % | 0.25 | % | |||||||
Invesco V.I. Global Real Estate Fund |
Series II | 0.25 | % | 0.25 | % | 0.25 | % | |||||||
Invesco V.I. Government Money Market Fund |
Series II | 0.25 | % | 0.25 | % | 0.25 | % | |||||||
Invesco V. I. Government Securities Fund |
Series II | 0.25 | % | 0.25 | % | 0.25 | % | |||||||
Invesco V.I. Growth and Income Fund |
Series II | 0.25 | % | 0.25 | % | 0.25 | % | |||||||
Invesco V.I. High Yield Fund |
Series II | 0.25 | % | 0.25 | % | 0.25 | % | |||||||
Invesco V.I. International Growth Fund |
Series II | 0.25 | % | 0.25 | % | 0.25 | % | |||||||
Invesco V.I. Managed Volatility Fund |
Series II | 0.25 | % | 0.25 | % | 0.25 | % | |||||||
Invesco V.I. Mid Cap Core Equity Fund |
Series II | 0.25 | % | 0.25 | % | 0.25 | % | |||||||
Invesco V.I. Mid Cap Growth Fund |
Series II | 0.25 | % | 0.25 | % | 0.25 | % | |||||||
Invesco V.I. S&P 500 Index Fund |
Series II | 0.25 | % | 0.25 | % | 0.25 | % | |||||||
Invesco V.I. Small Cap Equity Fund |
Series II | 0.25 | % | 0.25 | % | 0.25 | % | |||||||
Invesco V.I. Technology Fund |
Series II | 0.25 | % | 0.25 | % | 0.25 | % | |||||||
Invesco V.I. Value Opportunities Fund |
Series II | 0.25 | % | 0.25 | % | 0.25 | % |
A-10
Short-Term Investments Trust
Portfolio | Share Class |
Maximum
Fee* |
Maximum
Shareholder Services Fee |
Maximum
Aggregate Fee |
||||||||||
Government & Agency Portfolio |
Cash Management Class Corporate Class Personal Investment Class Private Investment Class Reserve Class Resource Class |
|
0.08
0.03 0.55 0.30 0.87 0.16 |
%
% % % % % |
|
0.08
0.03 0.25 0.25 0.25 0.16 |
%
% % % % % |
|
0.08
0.03 0.55 0.30 0.87 0.16 |
%
% % % % % |
||||
Liquid Assets Portfolio |
Cash Management Class Corporate Class Personal Investment Class Private Investment Class Reserve Class Resource Class |
|
0.08
0.03 0.55 0.30 0.87 0.20 |
%
% % % % % |
|
0.08
0.03 0.25 0.25 0.25 0.20 |
%
% % % % % |
|
0.08
0.03 0.55 0.30 0.87 0.20 |
%
% % % % % |
||||
STIC Prime Portfolio |
Cash Management Class Corporate Class Personal Investment Class Private Investment Class Reserve Class Resource Class |
|
0.08
0.03 0.55 0.30 0.87 0.16 |
%
% % % % % |
|
0.08
0.03 0.25 0.25 0.25 0.16 |
%
% % % % % |
|
0.08
0.03 0.55 0.30 0.87 0.16 |
%
% % % % % |
||||
Tax-Free Cash Reserve Portfolio |
Cash Management Class Corporate Class Personal Investment Class Private Investment Class Reserve Class Resource Class |
|
0.08
0.03 0.55 0.25 0.87 0.16 |
%
% % % % % |
|
0.08
0.03 0.25 0.25 0.25 0.16 |
%
% % % % % |
|
0.08
0.03 0.55 0.25 0.87 0.16 |
%
% % % % % |
||||
Treasury Obligations Portfolio |
Cash Management Class Corporate Class Personal Investment Class Private Investment Class Reserve Class Resource Class |
|
0.08
0.03 0.55 0.25 0.87 0.16 |
%
% % % % % |
|
0.08
0.03 0.25 0.25 0.25 0.16 |
%
% % % % % |
|
0.08
0.03 0.55 0.25 0.87 0.16 |
%
% % % % % |
||||
Treasury Portfolio |
Cash Management Class Corporate Class Personal Investment Class Private Investment Class Reserve Class Resource Class |
|
0.08
0.03 0.55 0.30 0.87 0.16 |
%
% % % % % |
|
0.08
0.03 0.25 0.25 0.25 0.16 |
%
% % % % % |
|
0.08
0.03 0.55 0.30 0.87 0.16 |
%
% % % % % |
Notes
* | Distribution Fees may also include Asset Based Sales Charges |
A-11
AMENDMENT NO. 6
TO THE
THIRD AMENDED AND RESTATED DISTRIBUTION PLAN
CLASS A, A2, C, INVESTOR CLASS, P, R, S, SERIES II SHARES, CASH RESERVE SHARES and CLASSES OF SHARES OF SHORT-TERM INVESTMENTS TRUST
(COMPENSATION)
The 3 rd Amended and Restated Master Distribution Plan (the Plan), dated as of July 1, 2016, as subsequently amended, pursuant to Rule 12b-1, is hereby amended, effective February 27, 2017, as follows:
WHEREAS, the parties desire to amend the Plan to remove Invesco Macro International Equity Fund and Invesco Macro Long/Short Fund;
NOW THEREFORE, Schedule A to the Plan is hereby deleted in its entirety and replaced with the following:
SCHEDULE A
Compensation Plan
AIM Counselor Series Trust (Invesco Counselor Series Trust)
Portfolio | Share Class |
Maximum
Fee* |
Maximum
Shareholder Services Fee |
Maximum
Aggregate Fee |
||||||||||
Invesco Core Plus Bond Fund |
Class A
Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco Floating Rate Fund |
Class A
Class C Class R |
|
0.25
0.50 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
0.75 0.50 |
%
% % |
||||
Invesco Global Real Estate Income Fund |
Class A
Class C |
|
0.25
0.75 |
%
% |
|
0.25
0.25 |
%
% |
|
0.25
1.00 |
%
% |
||||
Invesco Low Volatility Equity Yield Fund |
Class A
Class C Class R Investor |
|
0.25
0.75 0.50 0.25 |
%
% % % |
|
0.25
0.25 0.25 0.25 |
%
% % % |
|
0.25
1.00 0.50 0.25 |
%
% % % |
||||
Invesco Short Duration High Yield Municipal Fund |
Class A
Class C |
|
0.25
0.75 |
%
% |
|
0.25
0.25 |
%
% |
|
0.25
1.00 |
%
% |
||||
Invesco Strategic Real Return Fund |
Class A
Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
A-1
AIM Equity Funds (Invesco Equity Funds)
Portfolio | Share Class |
Maximum
Fee* |
Maximum
Shareholder Services Fee |
Maximum
Aggregate Fee |
||||||||||
Invesco Charter Fund |
Class A
Class C Class R Class S |
|
0.25
0.75 0.50 0.00 |
%
% % % |
|
0.25
0.25 0.25 0.15 |
%
% % % |
|
0.25
1.00 0.50 0.15 |
%
% % % |
||||
Invesco Diversified Dividend Fund |
Class A
Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco Summit Fund |
Class A
Class C Class P Class S |
|
0.25
0.75 0.00 0.00 |
%
% % % |
|
0.25
0.25 0.10 0.15 |
%
% % % |
|
0.25
1.00 0.10 0.15 |
%
% % % |
AIM Funds Group (Invesco Funds Group)
Portfolio | Share Class |
Maximum
Fee* |
Maximum
Shareholder Services Fee |
Maximum
Aggregate Fee |
||||||||||
Invesco European Small Company Fund |
Class A
Class C |
|
0.25
0.75 |
%
% |
|
0.25
0.25 |
%
% |
|
0.25
1.00 |
%
% |
||||
Invesco Global Core Equity Fund |
Class A
Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco International Small Company Fund |
Class A
Class C |
|
0.25
0.75 |
%
% |
|
0.25
0.25 |
%
% |
|
0.25
1.00 |
%
% |
||||
Invesco Small Cap Equity Fund |
Class A
Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
A-2
AIM Growth Series (Invesco Growth Series)
Portfolio | Share Class |
Maximum
Fee* |
Maximum
Shareholder Services Fee |
Maximum
Aggregate Fee |
||||||||||
Invesco Alternative Strategies Fund |
Class A
Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco Balanced-Risk Retirement Now Fund |
Class A
Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco Balanced-Risk Retirement 2020 Fund |
Class A
Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco Balanced-Risk Retirement 2030 Fund |
Class A
Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco Balanced-Risk Retirement 2040 Fund |
Class A
Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco Balanced-Risk Retirement 2050 Fund |
Class A
Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco Conservative Allocation Fund |
Class A
Class C Class R Class S |
|
0.25
0.75 0.50 0.00 |
%
% % % |
|
0.25
0.25 0.25 0.15 |
%
% % % |
|
0.25
1.00 0.50 0.15 |
%
% % % |
||||
Invesco Global Low Volatility Equity Yield Fund |
Class A
Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco Growth Allocation Fund |
Class A
Class C Class R Class S |
|
0.25
0.75 0.50 0.00 |
%
% % % |
|
0.25
0.25 0.25 0.15 |
%
% % % |
|
0.25
1.00 0.50 0.15 |
%
% % % |
A-3
AIM Growth Series (Invesco Growth Series) continued
Portfolio | Share Class |
Maximum
Fee* |
Maximum
Shareholder Services Fee |
Maximum
Aggregate Fee |
||||||||||
Invesco Income Allocation Fund |
Class A
Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco International Allocation Fund |
Class A
Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco Mid Cap Core Equity Fund |
Class A
Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco Moderate Allocation Fund |
Class A
Class C Class R Class S |
|
0.25
0.75 0.50 0.00 |
%
% % % |
|
0.25
0.25 0.25 0.15 |
%
% % % |
|
0.25
1.00 0.50 0.15 |
%
% % % |
||||
Invesco Multi-Asset Inflation Fund |
Class A
Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco Small Cap Growth Fund |
Class A
Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
A-4
AIM International Mutual Funds (Invesco International Mutual Funds)
Portfolio | Share Class |
Maximum
Fee* |
Maximum
Shareholder Services Fee |
Maximum
Aggregate Fee |
||||||||||
Invesco Asia Pacific Growth Fund |
Class A
Class C |
|
0.25
0.75 |
%
% |
|
0.25
0.25 |
%
% |
|
0.25
1.00 |
%
% |
||||
Invesco European Growth Fund |
Class A
Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco Global Growth Fund |
Class A
Class C |
|
0.25
0.75 |
%
% |
|
0.25
0.25 |
%
% |
|
0.25
1.00 |
%
% |
||||
Invesco Global Opportunities Fund |
Class A
Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco Global Small & Mid Cap Growth Fund |
Class A
Class C |
|
0.25
0.75 |
%
% |
|
0.25
0.25 |
%
% |
|
0.25
1.00 |
%
% |
||||
Invesco Global Responsibility Equity Fund |
Class A
Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco International Companies Fund |
Class A
Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco International Core Equity Fund |
Class A
Class C Class R Investor |
|
0.25
0.75 0.50 0.25 |
%
% % % |
|
0.25
0.25 0.25 0.25 |
%
% % % |
|
0.25
1.00 0.50 0.25 |
%
% % % |
||||
Invesco International Growth Fund |
Class A
Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco Select Opportunities Fund |
Class A
Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
A-5
AIM Investment Funds (Invesco Investment Funds)
Portfolio | Share Class |
Maximum
Fee* |
Maximum
Shareholder Services Fee |
Maximum
Aggregate Fee |
||||||||||
Invesco All Cap Market Neutral Fund |
Class A
Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco Balanced-Risk Allocation Fund |
Class A
Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco Balanced-Risk Commodity Strategy Fund |
Class A
Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco Greater China Fund |
Class A
Class C |
|
0.25
0.75 |
%
% |
|
0.25
0.25 |
%
% |
|
0.25
1.00 |
%
% |
||||
Invesco Developing Markets Fund |
Class A
Class C |
|
0.25
0.75 |
%
% |
|
0.25
0.25 |
%
% |
|
0.25
1.00 |
%
% |
||||
Invesco Emerging Markets Flexible Bond Fund |
Class A
Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco Emerging Markets Equity Fund |
Class A
Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco Endeavor Fund |
Class A
Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco Global Health Care Fund |
Class A
Class C Investor |
|
0.25
0.75 0.25 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.25 |
%
% % |
||||
Invesco Global Infrastructure Fund |
Class A
Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco Global Market Neutral Fund |
Class A
Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco Macro Allocation Strategy Fund |
Class A
Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco Global Targeted Returns Fund |
Class A
Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
A-6
AIM Investment Funds (Invesco Investment Funds) continued
Portfolio | Share Class |
Maximum
Fee* |
Maximum
Shareholder Services Fee |
Maximum
Aggregate Fee |
||||||||||
Invesco Long/Short Equity Fund |
Class A
Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco Low Volatility Emerging Markets Fund |
Class A
Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco MLP Fund |
Class A
Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco Multi-Asset Income Fund |
Class A
Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco Select Companies Fund |
Class A
Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco World Bond Fund |
Class A
Class C |
|
0.25
0.75 |
%
% |
|
0.25
0.25 |
%
% |
|
0.25
1.00 |
%
% |
A-7
AIM Investment Securities Funds (Invesco Investment Securities Fund)
Portfolio | Share Class |
Maximum
Fee* |
Maximum
Shareholder Services Fee |
Maximum
Aggregate Fee |
||||||||||
Invesco Corporate Bond Fund |
Class R | 0.50 | % | 0.25 | % | 0.50 | % | |||||||
Invesco Global Real Estate Fund |
Class A
Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco Government Money Market Fund |
Class C
Cash Reserve Shares Class R |
|
0.65
0.15 0.40 |
%
% % |
|
0.25
0.15 0.25 |
%
% % |
|
0.90
0.15 0.40 |
%
% % |
||||
Invesco High Yield Fund |
Class A
Class C |
|
0.25
0.75 |
%
% |
|
0.25
0.25 |
%
% |
|
0.25
1.00 |
%
% |
||||
Invesco Real Estate Fund |
Class A
Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
||||
Invesco Short Duration Inflation Protected Fund |
Class A
Class A2 |
|
0.25
0.15 |
%
% |
|
0.25
0.15 |
%
% |
|
0.25
0.15 |
%
% |
||||
Invesco Short Term Bond Fund |
Class A
Class C Class R |
|
0.25
0.40 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.15
0.65 0.50 |
%
% % |
||||
Invesco U.S. Government Fund |
Class A
Class C Class R |
|
0.25
0.75 0.50 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.50 |
%
% % |
A-8
AIM Sector Funds (Invesco Sector Funds)
Portfolio | Share Class |
Maximum
Fee* |
Maximum
Shareholder Services Fee |
Maximum
Aggregate Fee |
||||||||||
Invesco Dividend Income Fund |
Class A
Class C Investor |
|
0.25
0.75 0.25 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.25 |
%
% % |
||||
Invesco Energy Fund |
Class A
Class C Investor |
|
0.25
0.75 0.25 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.25 |
%
% % |
||||
Invesco Gold & Precious Metals Fund |
Class A
Class C Investor |
|
0.25
0.75 0.25 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.25 |
%
% % |
||||
Invesco Technology Fund |
Class A
Class C |
|
0.25
0.75 |
%
% |
|
0.25
0.25 |
%
% |
|
0.25
1.00 |
%
% |
||||
Invesco Value Opportunities Fund |
Class R | 0.50 | % | 0.25 | % | 0.50 | % |
AIM Tax-Exempt Funds (Invesco Tax-Exempt Funds)
Portfolio | Share Class |
Maximum
Distribution Fee* |
Maximum
Shareholder Services Fee |
Maximum
Aggregate Fee |
||||||||||
Invesco Limited Term Municipal Income Fund |
Class A
Class C |
|
0.25
0.75 |
%
% |
|
0.25
0.25 |
%
% |
|
0.25
1.00 |
%
% |
||||
Invesco Tax-Exempt Cash Fund |
Class A | 0.10 | % | 0.10 | % | 0.10 | % |
AIM Treasurers Series Trust (Invesco Treasurers Series Trust)
Portfolio | Share Class |
Maximum
Distribution Fee* |
Maximum
Shareholder Services Fee |
Maximum
Aggregate Fee |
||||||||||
Premier Portfolio |
Personal Investment Class | 0.55 | % | 0.25 | % | 0.75 | % | |||||||
Private Investment Class | 0.30 | % | 0.25 | % | 0.50 | % | ||||||||
Reserve Class | 0.87 | % | 0.25 | % | 1.00 | % | ||||||||
Resource Class | 0.16 | % | 0.16 | % | 0.20 | % |
A-9
AIM Variable Insurance Funds (Invesco Variable Insurance Funds)
Portfolio | Share Class |
Maximum
Fee* |
Maximum
Shareholder Services Fee |
Maximum
Aggregate Fee |
||||||||||
Invesco V.I. American Franchise Fund |
Series II | 0.25 | % | 0.25 | % | 0.25 | % | |||||||
Invesco V.I. American Value Fund |
Series II | 0.25 | % | 0.25 | % | 0.25 | % | |||||||
Invesco V.I. Balanced-Risk Allocation Fund |
Series II | 0.25 | % | 0.25 | % | 0.25 | % | |||||||
Invesco V.I. Comstock Fund |
Series II | 0.25 | % | 0.25 | % | 0.25 | % | |||||||
Invesco V.I. Core Equity Fund |
Series II | 0.25 | % | 0.25 | % | 0.25 | % | |||||||
Invesco V.I. Diversified Dividend Fund |
Series II | 0.25 | % | 0.25 | % | 0.25 | % | |||||||
Invesco V.I. Core Plus Bond Fund |
Series II | 0.25 | % | 0.25 | % | 0.25 | % | |||||||
Invesco V.I. Equally-Weighted S & P 500 Fund |
Series II | 0.25 | % | 0.25 | % | 0.25 | % | |||||||
Invesco V.I. Equity and Income Fund |
Series II | 0.25 | % | 0.25 | % | 0.25 | % | |||||||
Invesco V.I. Global Core Equity Fund |
Series II | 0.25 | % | 0.25 | % | 0.25 | % | |||||||
Invesco V.I. Global Health Care Fund |
Series II | 0.25 | % | 0.25 | % | 0.25 | % | |||||||
Invesco V.I. Global Real Estate Fund |
Series II | 0.25 | % | 0.25 | % | 0.25 | % | |||||||
Invesco V.I. Government Money Market Fund |
Series II | 0.25 | % | 0.25 | % | 0.25 | % | |||||||
Invesco V.I. Government Securities Fund |
Series II | 0.25 | % | 0.25 | % | 0.25 | % | |||||||
Invesco V.I. Growth and Income Fund |
Series II | 0.25 | % | 0.25 | % | 0.25 | % | |||||||
Invesco V.I. High Yield Fund |
Series II | 0.25 | % | 0.25 | % | 0.25 | % | |||||||
Invesco V.I. International Growth Fund |
Series II | 0.25 | % | 0.25 | % | 0.25 | % | |||||||
Invesco V.I. Managed Volatility Fund |
Series II | 0.25 | % | 0.25 | % | 0.25 | % | |||||||
Invesco V.I. Mid Cap Core Equity Fund |
Series II | 0.25 | % | 0.25 | % | 0.25 | % | |||||||
Invesco V.I. Mid Cap Growth Fund |
Series II | 0.25 | % | 0.25 | % | 0.25 | % | |||||||
Invesco V.I. S&P 500 Index Fund |
Series II | 0.25 | % | 0.25 | % | 0.25 | % | |||||||
Invesco V.I. Small Cap Equity Fund |
Series II | 0.25 | % | 0.25 | % | 0.25 | % | |||||||
Invesco V.I. Technology Fund |
Series II | 0.25 | % | 0.25 | % | 0.25 | % | |||||||
Invesco V.I. Value Opportunities Fund |
Series II | 0.25 | % | 0.25 | % | 0.25 | % |
A-10
Short-Term Investments Trust
Portfolio | Share Class |
Maximum
Fee* |
Maximum
Shareholder Services Fee |
Maximum
Aggregate Fee |
||||||||||
Government & Agency Portfolio |
Cash Management Class
Corporate Class Personal Investment Class Private Investment Class Reserve Class Resource Class |
|
0.08
0.03 0.55 0.30 0.87 0.16 |
%
% % % % % |
|
0.08
0.03 0.25 0.25 0.25 0.16 |
%
% % % % % |
|
0.08
0.03 0.55 0.30 0.87 0.16 |
%
% % % % % |
||||
Liquid Assets Portfolio |
Cash Management Class
Corporate Class Personal Investment Class Private Investment Class Reserve Class Resource Class |
|
0.08
0.03 0.55 0.30 0.87 0.20 |
%
% % % % % |
|
0.08
0.03 0.25 0.25 0.25 0.20 |
%
% % % % % |
|
0.08
0.03 0.55 0.30 0.87 0.20 |
%
% % % % % |
||||
STIC Prime Portfolio |
Cash Management Class
Corporate Class Personal Investment Class Private Investment Class Reserve Class Resource Class |
|
0.08
0.03 0.55 0.30 0.87 0.16 |
%
% % % % % |
|
0.08
0.03 0.25 0.25 0.25 0.16 |
%
% % % % % |
|
0.08
0.03 0.55 0.30 0.87 0.16 |
%
% % % % % |
||||
Tax-Free Cash Reserve Portfolio |
Cash Management Class
Corporate Class Personal Investment Class Private Investment Class Reserve Class Resource Class |
|
0.08
0.03 0.55 0.25 0.87 0.16 |
%
% % % % % |
|
0.08
0.03 0.25 0.25 0.25 0.16 |
%
% % % % % |
|
0.08
0.03 0.55 0.25 0.87 0.16 |
%
% % % % % |
||||
Treasury Obligations Portfolio |
Cash Management Class
Corporate Class Personal Investment Class Private Investment Class Reserve Class Resource Class |
|
0.08
0.03 0.55 0.25 0.87 0.16 |
%
% % % % % |
|
0.08
0.03 0.25 0.25 0.25 0.16 |
%
% % % % % |
|
0.08
0.03 0.55 0.25 0.87 0.16 |
%
% % % % % |
||||
Treasury Portfolio |
Cash Management Class
Corporate Class Personal Investment Class Private Investment Class Reserve Class Resource Class |
|
0.08
0.03 0.55 0.30 0.87 0.16 |
%
% % % % % |
|
0.08
0.03 0.25 0.25 0.25 0.16 |
%
% % % % % |
|
0.08
0.03 0.55 0.30 0.87 0.16 |
%
% % % % % |
Notes
* | Distribution Fees may also include Asset Based Sales Charges |
A-11
AMENDMENT NO. 7
TO THE
THIRD AMENDED AND RESTATED DISTRIBUTION PLAN
CLASS A, A2, C, INVESTOR CLASS, P, R, S, T, SERIES II SHARES, CASH RESERVE SHARES
and CLASSES OF SHARES OF SHORT-TERM INVESTMENTS TRUST
(COMPENSATION)
The 3 rd Amended and Restated Master Distribution Plan (the Plan), dated as of July 1, 2016, as subsequently amended, pursuant to Rule 12b-1, is hereby amended, effective June 9, 2017, as follows:
WHEREAS, the parties desire to amend the Plan to add Class T Shares;
NOW THEREFORE, Schedule A to the Plan is hereby deleted in its entirety and replaced with the following:
SCHEDULE A
Compensation Plan
AIM Counselor Series Trust (Invesco Counselor Series Trust)
Portfolio | Share Class |
Maximum
Fee* |
Maximum
Shareholder Services Fee |
Maximum
Aggregate Fee |
||||||||||
Invesco Core Plus Bond Fund |
Class A Class C Class R Class T |
|
0.25
0.75 0.50 0.25 |
%
% % % |
|
0.25
0.25 0.25 0.25 |
%
% % % |
|
0.25
1.00 0.50 0.25 |
%
% % % |
||||
Invesco Floating Rate Fund |
Class A Class C Class R Class T |
|
0.25
0.50 0.50 0.25 |
%
% % % |
|
0.25
0.25 0.25 0.25 |
%
% % % |
|
0.25
0.75 0.50 0.25 |
%
% % % |
||||
Invesco Global Real Estate Income Fund |
Class A Class C Class T |
|
0.25
0.75 0.25 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.25 |
%
% % |
||||
Invesco Low Volatility Equity Yield Fund |
Class A Class C Class R Investor Class T |
|
0.25
0.75 0.50 0.25 0.25 |
%
% % % % |
|
0.25
0.25 0.25 0.25 0.25 |
%
% % % % |
|
0.25
1.00 0.50 0.25 0.25 |
%
% % % % |
||||
Invesco Short Duration High Yield Municipal Fund |
Class A Class C Class T |
|
0.25
0.75 0.25 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.25 |
%
% % |
||||
Invesco Strategic Real Return Fund |
Class A Class C Class R Class T |
|
0.25
0.75 0.50 0.25 |
%
% % % |
|
0.25
0.25 0.25 0.25 |
%
% % % |
|
0.25
1.00 0.50 0.25 |
%
% % % |
A-1
Portfolio | Share Class |
Maximum
Distribution Amount* |
Maximum
Shareholder Services Amount |
Maximum
Aggregate Reimbursable Amount |
||||||||||
Invesco American Franchise Fund |
Class T | 0.25 | % | 0.25 | % | 0.25 | % | |||||||
Invesco California Tax-Free Income Fund |
Class T | 0.25 | % | 0.25 | % | 0.25 | % | |||||||
Invesco Equally-Weighted S & P 500 Fund |
Class T | 0.25 | % | 0.25 | % | 0.25 | % | |||||||
Invesco Equity and Income Fund |
Class T | 0.25 | % | 0.25 | % | 0.25 | % | |||||||
Invesco Growth and Income Fund |
Class T | 0.25 | % | 0.25 | % | 0.25 | % | |||||||
Invesco Pennsylvania Tax Free Income Fund |
Class T | 0.25 | % | 0.25 | % | 0.25 | % | |||||||
Invesco S & P 500 Index Fund |
Class T | 0.25 | % | 0.25 | % | 0.25 | % | |||||||
Invesco Small Cap Discovery Fund |
Class T | 0.25 | % | 0.25 | % | 0.25 | % |
A-2
AIM Equity Funds (Invesco Equity Funds)
Portfolio | Share Class |
Maximum
Fee* |
Maximum
Shareholder Services Fee |
Maximum
Aggregate Fee |
||||||||||
Invesco Charter Fund |
Class A Class C Class R Class S Class T |
|
0.25
0.75 0.50 0.00 0.25 |
%
% % % % |
|
0.25
0.25 0.25 0.15 0.25 |
%
% % % % |
|
0.25
1.00 0.50 0.15 0.25 |
%
% % % % |
||||
Invesco Diversified Dividend Fund |
Class A Class C Class R Class T |
|
0.25
0.75 0.50 0.25 |
%
% % % |
|
0.25
0.25 0.25 0.25 |
%
% % % |
|
0.25
1.00 0.50 0.25 |
%
% % % |
||||
Invesco Summit Fund |
Class A Class C Class P Class S Class T |
|
0.25
0.75 0.00 0.00 0.25 |
%
% % % % |
|
0.25
0.25 0.10 0.15 0.25 |
%
% % % % |
|
0.25
1.00 0.10 0.15 0.25 |
%
% % % % |
A-3
AIM Funds Group (Invesco Funds Group)
Portfolio | Share Class |
Maximum
Fee* |
Maximum
Shareholder Services Fee |
Maximum
Aggregate Fee |
||||||||||
Invesco European Small Company Fund |
Class A Class C Class T |
|
0.25
0.75 0.25 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.25 |
%
% % |
||||
Invesco Global Core Equity Fund |
Class A Class C Class R Class T |
|
0.25
0.75 0.50 0.25 |
%
% % % |
|
0.25
0.25 0.25 0.25 |
%
% % % |
|
0.25
1.00 0.50 0.25 |
%
% % % |
||||
Invesco International Small Company Fund |
Class A Class C Class T |
|
0.25
0.75 0.25 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.25 |
%
% % |
||||
Invesco Small Cap Equity Fund |
Class A Class C Class R Class T |
|
0.25
0.75 0.50 0.25 |
%
% % % |
|
0.25
0.25 0.25 0.25 |
%
% % % |
|
0.25
1.00 0.50 0.25 |
%
% % % |
A-4
AIM Growth Series (Invesco Growth Series)
Portfolio | Share Class |
Maximum
Fee* |
Maximum
Shareholder Services Fee |
Maximum
Aggregate Fee |
||||||||||
Invesco Alternative Strategies Fund |
Class A Class C Class R Class T |
|
0.25
0.75 0.50 0.25 |
%
% % % |
|
0.25
0.25 0.25 0.25 |
%
% % % |
|
0.25
1.00 0.50 0.25 |
%
% % % |
||||
Invesco Balanced-Risk Retirement Now Fund |
Class A Class C Class R Class T |
|
0.25
0.75 0.50 0.25 |
%
% % % |
|
0.25
0.25 0.25 0.25 |
%
% % % |
|
0.25
1.00 0.50 0.25 |
%
% % % |
||||
Invesco Balanced-Risk Retirement 2020 Fund |
Class A Class C Class R Class T |
|
0.25
0.75 0.50 0.25 |
%
% % % |
|
0.25
0.25 0.25 0.25 |
%
% % % |
|
0.25
1.00 0.50 0.25 |
%
% % % |
||||
Invesco Balanced-Risk Retirement 2030 Fund |
Class A Class C Class R Class T |
|
0.25
0.75 0.50 0.25 |
%
% % % |
|
0.25
0.25 0.25 0.25 |
%
% % % |
|
0.25
1.00 0.50 0.25 |
%
% % % |
||||
Invesco Balanced-Risk Retirement 2040 Fund |
Class A Class C Class R Class T |
|
0.25
0.75 0.50 0.25 |
%
% % % |
|
0.25
0.25 0.25 0.25 |
%
% % % |
|
0.25
1.00 0.50 0.25 |
%
% % % |
||||
Invesco Balanced-Risk Retirement 2050 Fund |
Class A Class C Class R Class T |
|
0.25
0.75 0.50 0.25 |
%
% % % |
|
0.25
0.25 0.25 0.25 |
%
% % % |
|
0.25
1.00 0.50 0.25 |
%
% % % |
||||
Invesco Conservative Allocation Fund |
Class A Class C Class R Class S Class T |
|
0.25
0.75 0.50 0.00 0.25 |
%
% % % % |
|
0.25
0.25 0.25 0.15 0.25 |
%
% % % % |
|
0.25
1.00 0.50 0.15 0.25 |
%
% % % % |
||||
Invesco Global Low Volatility Equity Yield Fund |
Class A Class C Class R Class T |
|
0.25
0.75 0.50 0.25 |
%
% % % |
|
0.25
0.25 0.25 0.25 |
%
% % % |
|
0.25
1.00 0.50 0.25 |
%
% % % |
||||
Invesco Growth Allocation Fund |
Class A Class C Class R Class S Class T |
|
0.25
0.75 0.50 0.00 0.25 |
%
% % % % |
|
0.25
0.25 0.25 0.15 0.25 |
%
% % % % |
|
0.25
1.00 0.50 0.15 0.25 |
%
% % % % |
A-5
AIM Growth Series (Invesco Growth Series) continued
Portfolio | Share Class |
Maximum
Fee* |
Maximum
Shareholder Services Fee |
Maximum
Aggregate Fee |
||||||||||
Invesco Income Allocation Fund |
Class A Class C Class R Class T |
|
0.25
0.75 0.50 0.25 |
%
% % % |
|
0.25
0.25 0.25 0.25 |
%
% % % |
|
0.25
1.00 0.50 0.25 |
%
% % % |
||||
Invesco International Allocation Fund |
Class A Class C Class R Class T |
|
0.25
0.75 0.50 0.25 |
%
% % % |
|
0.25
0.25 0.25 0.25 |
%
% % % |
|
0.25
1.00 0.50 0.25 |
%
% % % |
||||
Invesco Mid Cap Core Equity Fund |
Class A Class C Class R Class T |
|
0.25
0.75 0.50 0.25 |
%
% % % |
|
0.25
0.25 0.25 0.25 |
%
% % % |
|
0.25
1.00 0.50 0.25 |
%
% % % |
||||
Invesco Moderate Allocation Fund |
Class A Class C Class R Class S Class T |
|
0.25
0.75 0.50 0.00 0.25 |
%
% % % % |
|
0.25
0.25 0.25 0.15 0.25 |
%
% % % % |
|
0.25
1.00 0.50 0.15 0.25 |
%
% % % % |
||||
Invesco Multi-Asset Inflation Fund |
Class A Class C Class R Class T |
|
0.25
0.75 0.50 0.25 |
%
% % % |
|
0.25
0.25 0.25 0.25 |
%
% % % |
|
0.25
1.00 0.50 0.25 |
%
% % % |
||||
Invesco Small Cap Growth Fund |
Class A Class C Class R Class T |
|
0.25
0.75 0.50 0.25 |
%
% % % |
|
0.25
0.25 0.25 0.25 |
%
% % % |
|
0.25
1.00 0.50 0.25 |
%
% % % |
||||
Invesco Convertible Securities Fund |
Class T | 0.25 | % | 0.25 | % | 0.25 | % | |||||||
Invesco Quality Income Fund |
Class T | 0.25 | % | 0.25 | % | 0.25 | % |
A-6
AIM International Mutual Funds (Invesco International Mutual Funds)
Portfolio | Share Class |
Maximum
Fee* |
Maximum
Shareholder Services Fee |
Maximum
Aggregate Fee |
||||||||||
Invesco Asia Pacific Growth Fund |
Class A Class C Class T |
|
0.25
0.75 0.25 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.25 |
%
% % |
||||
Invesco European Growth Fund |
Class A Class C Class R Class T |
|
0.25
0.75 0.50 0.25 |
%
% % % |
|
0.25
0.25 0.25 0.25 |
%
% % % |
|
0.25
1.00 0.50 0.25 |
%
% % % |
||||
Invesco Global Growth Fund |
Class A Class C Class T |
|
0.25
0.75 0.25 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.25 |
%
% % |
||||
Invesco Global Opportunities Fund |
Class A Class C Class R Class T |
|
0.25
0.75 0.50 0.25 |
%
% % % |
|
0.25
0.25 0.25 0.25 |
%
% % % |
|
0.25
1.00 0.50 0.25 |
%
% % % |
||||
Invesco Global Small & Mid Cap Growth Fund |
Class A Class C Class T |
|
0.25
0.75 0.25 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.25 |
%
% % |
||||
Invesco Global Responsibility Equity Fund |
Class A Class C Class R Class T |
|
0.25
0.75 0.50 0.25 |
%
% % % |
|
0.25
0.25 0.25 0.25 |
%
% % % |
|
0.25
1.00 0.50 0.25 |
%
% % % |
||||
Invesco International Companies Fund |
Class A Class C Class R Class T |
|
0.25
0.75 0.50 0.25 |
%
% % % |
|
0.25
0.25 0.25 0.25 |
%
% % % |
|
0.25
1.00 0.50 0.25 |
%
% % % |
||||
Invesco International Core Equity Fund |
Class A Class C Class R Investor Class T |
|
0.25
0.75 0.50 0.25 0.25 |
%
% % % % |
|
0.25
0.25 0.25 0.25 0.25 |
%
% % % % |
|
0.25
1.00 0.50 0.25 0.25 |
%
% % % % |
||||
Invesco International Growth Fund |
Class A Class C Class R Class T |
|
0.25
0.75 0.50 0.25 |
%
% % % |
|
0.25
0.25 0.25 0.25 |
%
% % % |
|
0.25
1.00 0.50 0.25 |
%
% % % |
||||
Invesco Select Opportunities Fund |
Class A Class C Class R Class T |
|
0.25
0.75 0.50 0.25 |
%
% % % |
|
0.25
0.25 0.25 0.25 |
%
% % % |
|
0.25
1.00 0.50 0.25 |
%
% % % |
A-7
AIM Investment Funds (Invesco Investment Funds)
Portfolio | Share Class |
Maximum
Fee* |
Maximum
Shareholder Services Fee |
Maximum
Aggregate Fee |
||||||||||
Invesco All Cap Market Neutral Fund |
Class A Class C Class R Class T |
|
0.25
0.75 0.50 0.25 |
%
% % % |
|
0.25
0.25 0.25 0.25 |
%
% % % |
|
0.25
1.00 0.50 0.25 |
%
% % % |
||||
Invesco Balanced-Risk Allocation Fund |
Class A Class C Class R Class T |
|
0.25
0.75 0.50 0.25 |
%
% % % |
|
0.25
0.25 0.25 0.25 |
%
% % % |
|
0.25
1.00 0.50 0.25 |
%
% % % |
||||
Invesco Balanced-Risk Commodity Strategy Fund |
Class A Class C Class R Class T |
|
0.25
0.75 0.50 0.25 |
%
% % % |
|
0.25
0.25 0.25 0.25 |
%
% % % |
|
0.25
1.00 0.50 0.25 |
%
% % % |
||||
Invesco Greater China Fund |
Class A Class C Class T |
|
0.25
0.75 0.25 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.25 |
%
% % |
||||
Invesco Developing Markets Fund |
Class A Class C Class T |
|
0.25
0.75 0.25 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.25 |
%
% % |
||||
Invesco Emerging Markets Flexible Bond Fund |
Class A Class C Class R Class T |
|
0.25
0.75 0.50 0.25 |
%
% % % |
|
0.25
0.25 0.25 0.25 |
%
% % % |
|
0.25
1.00 0.50 0.25 |
%
% % % |
||||
Invesco Emerging Markets Equity Fund |
Class A Class C Class R Class T |
|
0.25
0.75 0.50 0.25 |
%
% % % |
|
0.25
0.25 0.25 0.25 |
%
% % % |
|
0.25
1.00 0.50 0.25 |
%
% % % |
||||
Invesco Endeavor Fund |
Class A Class C Class R Class T |
|
0.25
0.75 0.50 0.25 |
%
% % % |
|
0.25
0.25 0.25 0.25 |
%
% % % |
|
0.25
1.00 0.50 0.25 |
%
% % % |
||||
Invesco Global Health Care Fund |
Class A Class C Investor Class T |
|
0.25
0.75 0.25 0.25 |
%
% % % |
|
0.25
0.25 0.25 0.25 |
%
% % % |
|
0.25
1.00 0.25 0.25 |
%
% % % |
||||
Invesco Global Infrastructure Fund |
Class A Class C Class R Class T |
|
0.25
0.75 0.50 0.25 |
%
% % % |
|
0.25
0.25 0.25 0.25 |
%
% % % |
|
0.25
1.00 0.50 0.25 |
%
% % % |
A-8
Invesco Global Market Neutral Fund |
Class A Class C Class R Class T |
|
0.25
0.75 0.50 0.25 |
%
% % % |
|
0.25
0.25 0.25 0.25 |
%
% % % |
|
0.25
1.00 0.50 0.25 |
%
% % % |
||||
Invesco Macro Allocation Strategy Fund |
Class A Class C Class R Class T |
|
0.25
0.75 0.50 0.25 |
%
% % % |
|
0.25
0.25 0.25 0.25 |
%
% % % |
|
0.25
1.00 0.50 0.25 |
%
% % % |
||||
Invesco Global Targeted Returns Fund |
Class A Class C Class R Class T |
|
0.25
0.75 0.50 0.25 |
%
% % % |
|
0.25
0.25 0.25 0.25 |
%
% % % |
|
0.25
1.00 0.50 0.25 |
%
% % % |
A-9
AIM Investment Funds (Invesco Investment Funds) continued
Portfolio | Share Class |
Maximum
Fee* |
Maximum
Shareholder Services Fee |
Maximum
Aggregate Fee |
||||||||||
Invesco Long/Short Equity Fund |
Class A Class C Class R Class T |
|
0.25
0.75 0.50 0.25 |
%
% % % |
|
0.25
0.25 0.25 0.25 |
%
% % % |
|
0.25
1.00 0.50 0.25 |
%
% % % |
||||
Invesco Low Volatility Emerging Markets Fund |
Class A Class C Class R Class T |
|
0.25
0.75 0.50 0.25 |
%
% % % |
|
0.25
0.25 0.25 0.25 |
%
% % % |
|
0.25
1.00 0.50 0.25 |
%
% % % |
||||
Invesco MLP Fund |
Class A Class C Class R Class T |
|
0.25
0.75 0.50 0.25 |
%
% % % |
|
0.25
0.25 0.25 0.25 |
%
% % % |
|
0.25
1.00 0.50 0.25 |
%
% % % |
||||
Invesco Multi-Asset Income Fund |
Class A Class C Class R Class T |
|
0.25
0.75 0.50 0.25 |
%
% % % |
|
0.25
0.25 0.25 0.25 |
%
% % % |
|
0.25
1.00 0.50 0.25 |
%
% % % |
||||
Invesco Select Companies Fund |
Class A Class C Class R Class T |
|
0.25
0.75 0.50 0.25 |
%
% % % |
|
0.25
0.25 0.25 0.25 |
%
% % % |
|
0.25
1.00 0.50 0.25 |
%
% % % |
||||
Invesco World Bond Fund |
Class A Class C Class T |
|
0.25
0.75 0.25 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.25 |
%
% % |
||||
Invesco Pacific Growth Fund |
Class T | 0.25 | % | 0.25 | % | 0.25 | % |
A-10
AIM Investment Securities Funds (Invesco Investment Securities Fund)
Portfolio | Share Class |
Maximum
Fee* |
Maximum
Shareholder Services Fee |
Maximum
Aggregate Fee |
||||||||||
Invesco Corporate Bond Fund |
Class R Class T |
|
0.50
0.25 |
%
% |
|
0.25
0.25 |
%
% |
|
0.50
0.25 |
%
% |
||||
Invesco Global Real Estate Fund |
Class A Class C Class R Class T |
|
0.25
0.75 0.50 0.25 |
%
% % % |
|
0.25
0.25 0.25 0.25 |
%
% % % |
|
0.25
1.00 0.50 0.25 |
%
% % % |
||||
Invesco Government Money Market Fund |
Class C Cash Reserve Shares Class R Class T |
|
0.65
0.15 0.40 0.25 |
%
% % % |
|
0.25
0.15 0.25 0.25 |
%
% % % |
|
0.90
0.15 0.40 0.25 |
%
% % % |
||||
Invesco High Yield Fund |
Class A Class C Class T |
|
0.25
0.75 0.25 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.25 |
%
% % |
||||
Invesco Real Estate Fund |
Class A Class C Class R Class T |
|
0.25
0.75 0.50 0.25 |
%
% % % |
|
0.25
0.25 0.25 0.25 |
%
% % % |
|
0.25
1.00 0.50 0.25 |
%
% % % |
||||
Invesco Short Duration Inflation Protected Fund |
Class A Class A2 Class T |
|
0.25
0.15 0.25 |
%
% % |
|
0.25
0.15 0.25 |
%
% % |
|
0.25
0.15 0.25 |
%
% % |
||||
Invesco Short Term Bond Fund |
Class A Class C Class R Class T |
|
0.25
0.40 0.50 0.25 |
%
% % % |
|
0.25
0.25 0.25 0.25 |
%
% % % |
|
0.15
0.65 0.50 0.25 |
%
% % % |
||||
Invesco U.S. Government Fund |
Class A Class C Class R Class T |
|
0.25
0.75 0.50 0.25 |
%
% % % |
|
0.25
0.25 0.25 0.25 |
%
% % % |
|
0.25
1.00 0.50 0.25 |
%
% % % |
A-11
AIM Sector Funds (Invesco Sector Funds)
Portfolio | Share Class |
Maximum
Fee* |
Maximum
Shareholder Services Fee |
Maximum
Aggregate Fee |
||||||||||
Invesco Dividend Income Fund |
Class A Class C Investor Class T |
|
0.25
0.75 0.25 0.25 |
%
% % % |
|
0.25
0.25 0.25 0.25 |
%
% % % |
|
0.25
1.00 0.25 0.25 |
%
% % % |
||||
Invesco Energy Fund |
Class A Class C Investor Class T |
|
0.25
0.75 0.25 0.25 |
%
% % % |
|
0.25
0.25 0.25 0.25 |
%
% % % |
|
0.25
1.00 0.25 0.25 |
%
% % % |
||||
Invesco Gold & Precious Metals Fund |
Class A Class C Investor Class T |
|
0.25
0.75 0.25 0.25 |
%
% % % |
|
0.25
0.25 0.25 0.25 |
%
% % % |
|
0.25
1.00 0.25 0.25 |
%
% % % |
||||
Invesco Technology Fund |
Class A Class C Class T |
|
0.25
0.75 0.25 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.25 |
%
% % |
||||
Invesco Value Opportunities Fund |
Class R Class T |
|
0.50
0.25 |
%
% |
|
0.25
0.25 |
%
% |
|
0.50
0.25 |
%
% |
||||
Invesco American Value Fund |
Class T | 0.25 | % | 0.25 | % | 0.25 | % | |||||||
Invesco Comstock Fund |
Class T | 0.25 | % | 0.25 | % | 0.25 | % | |||||||
Invesco Mid Cap Growth Fund |
Class T | 0.25 | % | 0.25 | % | 0.25 | % | |||||||
Invesco Small Cap Value Fund |
Class T | 0.25 | % | 0.25 | % | 0.25 | % |
AIM Tax-Exempt Funds (Invesco Tax-Exempt Funds)
Portfolio | Share Class |
Maximum
Distribution Fee* |
Maximum
Shareholder Services Fee |
Maximum
Aggregate Fee |
||||||||||
Invesco Limited Term Municipal Income Fund |
Class A Class C Class T |
|
0.25
0.75 0.25 |
%
% % |
|
0.25
0.25 0.25 |
%
% % |
|
0.25
1.00 0.25 |
%
% % |
||||
Invesco Tax-Exempt Cash Fund |
Class A Class T |
|
0.10
0.25 |
%
% |
|
0.10
0.25 |
%
% |
|
0.10
0.25 |
%
% |
A-12
Invesco High Yield Municipal Fund |
Class T | 0.25 | % | 0.25 | % | 0.25 | % | |||||||
Invesco Intermediate Term Municipal Income Fund |
Class T | 0.25 | % | 0.25 | % | 0.25 | % | |||||||
Invesco Municipal Income Fund |
Class T | 0.25 | % | 0.25 | % | 0.25 | % | |||||||
Invesco New York Tax Free Income Fund |
Class T | 0.25 | % | 0.25 | % | 0.25 | % |
AIM Treasurers Series Trust (Invesco Treasurers Series Trust)
Portfolio | Share Class |
Maximum
Distribution Fee* |
Maximum
Shareholder Services Fee |
Maximum
Aggregate Fee |
||||||||||
Premier Portfolio |
Personal Investment Class | 0.55 | % | 0.25 | % | 0.55 | % | |||||||
Private Investment Class | 0.30 | % | 0.25 | % | 0.30 | % | ||||||||
Reserve Class | 0.87 | % | 0.25 | % | 0.87 | % | ||||||||
Resource Class | 0.16 | % | 0.16 | % | 0.16 | % |
AIM Variable Insurance Funds (Invesco Variable Insurance Funds)
Portfolio | Share Class |
Maximum
Fee* |
Maximum
Shareholder Services Fee |
Maximum
Aggregate Fee |
||||||||||
Invesco V.I. American Franchise Fund |
Series II | 0.25 | % | 0.25 | % | 0.25 | % | |||||||
Invesco V.I. American Value Fund |
Series II | 0.25 | % | 0.25 | % | 0.25 | % | |||||||
Invesco V.I. Balanced-Risk Allocation Fund |
Series II | 0.25 | % | 0.25 | % | 0.25 | % | |||||||
Invesco V.I. Comstock Fund |
Series II | 0.25 | % | 0.25 | % | 0.25 | % | |||||||
Invesco V.I. Core Equity Fund |
Series II | 0.25 | % | 0.25 | % | 0.25 | % | |||||||
Invesco V.I. Diversified Dividend Fund |
Series II | 0.25 | % | 0.25 | % | 0.25 | % | |||||||
Invesco V.I. Core Plus Bond Fund |
Series II | 0.25 | % | 0.25 | % | 0.25 | % | |||||||
Invesco V.I. Equally-Weighted S & P 500 Fund |
Series II | 0.25 | % | 0.25 | % | 0.25 | % | |||||||
Invesco V.I. Equity and Income Fund |
Series II | 0.25 | % | 0.25 | % | 0.25 | % | |||||||
Invesco V.I. Global Core Equity Fund |
Series II | 0.25 | % | 0.25 | % | 0.25 | % | |||||||
Invesco V.I. Global Health Care Fund |
Series II | 0.25 | % | 0.25 | % | 0.25 | % | |||||||
Invesco V.I. Global Real Estate Fund |
Series II | 0.25 | % | 0.25 | % | 0.25 | % | |||||||
Invesco V.I. Government Money Market Fund |
Series II | 0.25 | % | 0.25 | % | 0.25 | % | |||||||
Invesco V. I. Government Securities Fund |
Series II | 0.25 | % | 0.25 | % | 0.25 | % | |||||||
Invesco V.I. Growth and Income Fund |
Series II | 0.25 | % | 0.25 | % | 0.25 | % |
A-13
Invesco V.I. High Yield Fund |
Series II | 0.25 | % | 0.25 | % | 0.25 | % | |||||||
Invesco V.I. International Growth Fund |
Series II | 0.25 | % | 0.25 | % | 0.25 | % | |||||||
Invesco V.I. Managed Volatility Fund |
Series II | 0.25 | % | 0.25 | % | 0.25 | % | |||||||
Invesco V.I. Mid Cap Core Equity Fund |
Series II | 0.25 | % | 0.25 | % | 0.25 | % | |||||||
Invesco V.I. Mid Cap Growth Fund |
Series II | 0.25 | % | 0.25 | % | 0.25 | % | |||||||
Invesco V.I. S&P 500 Index Fund |
Series II | 0.25 | % | 0.25 | % | 0.25 | % | |||||||
Invesco V.I. Small Cap Equity Fund |
Series II | 0.25 | % | 0.25 | % | 0.25 | % | |||||||
Invesco V.I. Technology Fund |
Series II | 0.25 | % | 0.25 | % | 0.25 | % | |||||||
Invesco V.I. Value Opportunities Fund |
Series II | 0.25 | % | 0.25 | % | 0.25 | % |
Short-Term Investments Trust
Portfolio | Share Class |
Maximum
Fee* |
Maximum
Shareholder Services Fee |
Maximum
Aggregate Fee |
||||||||||
Government & Agency Portfolio |
Cash Management Class Corporate Class Personal Investment Class Private Investment Class Reserve Class Resource Class |
|
0.08
0.03 0.55 0.30 0.87 0.16 |
%
% % % % % |
|
0.08
0.03 0.25 0.25 0.25 0.16 |
%
% % % % % |
|
0.08
0.03 0.55 0.30 0.87 0.16 |
%
% % % % % |
||||
Liquid Assets Portfolio |
Cash Management Class Corporate Class Personal Investment Class Private Investment Class Reserve Class Resource Class |
|
0.08
0.03 0.55 0.30 0.87 0.20 |
%
% % % % % |
|
0.08
0.03 0.25 0.25 0.25 0.20 |
%
% % % % % |
|
0.08
0.03 0.55 0.30 0.87 0.20 |
%
% % % % % |
||||
STIC Prime Portfolio |
Cash Management Class Corporate Class Personal Investment Class Private Investment Class Reserve Class Resource Class |
|
0.08
0.03 0.55 0.30 0.87 0.16 |
%
% % % % % |
|
0.08
0.03 0.25 0.25 0.25 0.16 |
%
% % % % % |
|
0.08
0.03 0.55 0.30 0.87 0.16 |
%
% % % % % |
||||
Tax-Free Cash Reserve Portfolio |
Cash Management Class Corporate Class Personal Investment Class Private Investment Class Reserve Class Resource Class |
|
0.08
0.03 0.55 0.25 0.87 0.16 |
%
% % % % % |
|
0.08
0.03 0.25 0.25 0.25 0.16 |
%
% % % % % |
|
0.08
0.03 0.55 0.25 0.87 0.16 |
%
% % % % % |
||||
Treasury Obligations Portfolio |
Cash Management Class Corporate Class Personal Investment Class Private Investment Class Reserve Class Resource Class |
|
0.08
0.03 0.55 0.25 0.87 0.16 |
%
% % % % % |
|
0.08
0.03 0.25 0.25 0.25 0.16 |
%
% % % % % |
|
0.08
0.03 0.55 0.25 0.87 0.16 |
%
% % % % % |
A-14
Treasury Portfolio |
Cash Management Class Corporate Class Personal Investment Class Private Investment Class Reserve Class Resource Class |
|
0.08
0.03 0.55 0.30 0.87 0.16 |
%
% % % % % |
|
0.08
0.03 0.25 0.25 0.25 0.16 |
%
% % % % % |
|
0.08
0.03 0.55 0.30 0.87 0.16 |
%
% % % % % |
Notes
* | Distribution Fees may also include Asset Based Sales Charges |
A-15
TWENTY-SECOND AMENDED AND RESTATED
MULTIPLE CLASS PLAN
OF
THE INVESCO FUNDS
1. | This Multiple Class Plan (the Plan) adopted in accordance with Rule 18f-3 under the Act shall govern the terms and conditions under which the Funds may issue separate Classes of Shares representing interests in one or more Portfolios of each Fund. |
2. | Definitions. As used herein, the terms set forth below shall have the meanings ascribed to them below. |
(a) | Act Investment Company Act of 1940, as amended. |
(b) | Invesco Cash Reserve Shares shall mean the Invesco Cash Reserve Shares Class of Invesco Money Market Fund, a Portfolio of AIM Investment Securities Funds (Invesco Investment Securities Funds). |
(c) | CDSC contingent deferred sales charge. |
(d) | CDSC Period the period of years following acquisition of Shares during which such Shares may be assessed a CDSC upon redemption. |
(e) | Class a class of Shares of a Fund representing an interest in a Portfolio. |
(f) | Class A Shares shall mean those Shares designated as Class A Shares in the Funds organizing documents. |
(g) | Class A2 Shares shall mean those Shares designated as Class A2 Shares in the Funds organizing documents. |
(h) | Class AX Shares shall mean those Shares designated as Class AX Shares in the Funds organizing documents. |
(i) | Class B Shares shall mean those Shares designated as Class B Shares in the Funds organizing documents. |
(j) | Class BX Shares shall mean those Shares designated as Class BX Shares in the Funds organizing documents. |
(k) | Class C Shares shall mean those Shares designated as Class C Shares in the Funds organizing documents. |
(l) | Class CX Shares shall mean those Shares designated as Class CX Shares in the Funds organizing documents. |
(m) | Class F Shares shall mean those Shares designated as Class F Shares in the Funds organizing documents. |
(n) | Class P Shares shall mean those Shares designated as Class P Shares in the Funds organizing documents. |
(o) | Class R Shares shall mean those Shares designated as Class R Shares in the Funds organizing documents. |
(p) | Class R5 Shares shall mean those Shares designated as Class R5 Shares in the Funds organizing documents. |
(q) | Class R6 Sharesshall mean those Shares designated as Class R6 Shares in the Funds organizing documents. |
(r) | Class RX Shares shall mean those Shares designated as Class RX Shares in the Funds organizing documents. |
(s) | Class S Shares shall mean those Shares designated as Class S Shares in the Funds organizing documents. |
(t) | Class T Shares shall mean those Shares designated as Class T Shares in the Funds organizing documents. |
(u) | Class Y Shares shall mean those Shares designated as Class Y Shares in the Funds organizing documents. |
(v) | Distribution Expenses expenses incurred in activities which are primarily intended to result in the distribution and sale of Shares as authorized in a Plan of Distribution and/or agreements relating thereto. |
(w) | Distribution Fee a fee paid to the Distributor and/or financial intermediaries for Distribution Expenses. |
(x) | Distributor Invesco Distributors, Inc. |
(y) | Fund those investment companies advised by Invesco Advisers, Inc. which have adopted this Plan. |
(z) | Institutional Shares shall mean those Shares designated as Cash Management Class Shares, Corporate Class Shares, Institutional Class Shares, Personal Investment Class Shares, Private Investment Class Shares, Reserve Class Shares and Resource Class Shares in the Funds organizing documents (except with respect to Shares designated as Retail Money Market Fund Shares, as defined below) and representing an interest in a Portfolio distributed by Invesco Distributors, Inc. that are offered for sale to institutional customers as may be approved by the Trustees from time to time and as set forth in the Prospectus. |
(aa) | Investor Class Shares shall mean those Shares designated as Investor Class Shares in the Funds organizing documents. |
(bb) | Plan of Distribution any plan adopted under Rule 12b-1 under the Act with respect to payment of a Distribution Fee and/or Service Fee. |
2
(cc) | Portfolio a series of the Shares of a Fund constituting a separate investment portfolio of the Fund. |
(dd) | Prospectus the then currently effective prospectus and statement of additional information of a Portfolio. |
(ee) | Retail Money Market Fund Shares shall mean the Institutional Class Shares, Investor Class Shares, Personal Investment Class Shares, Private Investment Class Shares, Reserve Class Shares and Resource Class Shares of Premier Portfolio, a Portfolio of AIM Treasurers Series Trust (Invesco Treasurers Series Trust); Class A Shares, Investor Class Shares, and Class Y Shares of Invesco Tax-Exempt Cash Fund, a Portfolio of AIM Tax-Exempt Funds (Invesco Tax-Exempt Funds); and Cash Management Class Shares, Corporate Class Shares, Institutional Class Shares, Personal Investment Class Shares, Private Investment Class Shares, Reserve Class Shares and Resource Class Shares of Tax-Free Cash Reserve Portfolio, a Portfolio of Short-Term Investments Trust. |
(ee) | Service Fee a fee paid to the Distributor and/or financial intermediaries for the ongoing provision of personal services to Fund shareholders and/or the maintenance of shareholder accounts. |
(ff) | Share a share of beneficial interest in a Fund. |
(gg) Trustees the directors or trustees of a Fund.
3. | Allocation of Income and Expenses. |
(a) | Distribution Fees and Service Fees Each Class shall bear directly any and all Distribution Fees and/or Service Fees payable by such Class pursuant to a Plan of Distribution adopted by the Fund with respect to such Class. |
(b) | Transfer Agency Fees Class F Shares, Class R5 Shares and Class R6 Shares The Class F Shares, Class R5 Shares and Class R6 Shares shall bear proportionately the transfer agency fees and expenses incurred with respect to such Classes, based on the relative net assets attributable to each such class. |
(c) | Shareholder Recordkeeping Fees Class F, Class R5 Shares and Class R6 Shares The Class R5 Shares shall bear directly the shareholder recordkeeping fees and expenses incurred with respect to such Class. Class F and Class R6 Shares are presently not eligible to charge shareholder recordkeeping fees and may do so only upon approval by the Trustees and amendment of this Plan. |
(d) | Transfer Agency and Shareholder Recordkeeping Fees All Shares except Class F Shares, Class R5 Shares and Class R6 Shares Each Class of Shares, except Class F Shares, Class R5 Shares and Class R6 Shares, shall bear proportionately the transfer agency fees and expenses and other shareholder recordkeeping fees and expenses incurred with respect to such Classes, based on the relative net assets attributable to each such Class. |
3
(e) | Allocation of Other Expenses Each Class shall bear proportionately all other expenses incurred by a Portfolio based on the relative net assets attributable to each such Class. |
(f) | Allocation of Income, Gains and Losses Except to the extent provided in the following sentence, each Portfolio will allocate income and realized and unrealized capital gains and losses to a Class based on the relative net assets of each Class. Notwithstanding the foregoing, each Portfolio that declares dividends on a daily basis will allocate income on the basis of settled Shares. |
(g) | Waiver of Fees and Reimbursement of Expenses A Portfolios adviser, underwriter or any other provider of services to the Portfolio may waive fees payable by, or reimburse expenses of, a Class, to the extent that such fees and expenses are payable, or have been paid, to such provider, and have been allocated solely to that Class as a Class expense. Such provider may also waive fees payable, or reimburse expenses paid, by all Classes in a Portfolio to the extent such fees and expenses have been allocated to such Classes in accordance with relative net assets. |
4. | Distribution and Servicing Arrangements. The distribution and servicing arrangements identified below will apply for the following Classes offered by a Fund with respect to a Portfolio. The provisions of the Prospectus describing the distribution and servicing arrangements are incorporated herein by this reference. |
(a) | Invesco Cash Reserve Shares. Invesco Cash Reserve Shares shall be (i) offered at net asset value, and (ii) subject to ongoing Service Fees and/or Distribution Fees approved from time to time by the Trustees and set forth in the Prospectus. |
(b) | Class A Shares. Class A Shares shall be offered at net asset value plus a front-end sales charge as approved from time to time by the Trustees and set forth in the Prospectus, which sales charge may be reduced or eliminated for certain money market fund shares, for larger purchases, under a combined purchase privilege, under a right of accumulation, under a letter of intent or for certain categories of purchasers as permitted by Section 22(d) of the Act and as set forth in the Prospectus. Class A Shares that are not subject to a front-end sales charge as a result of the foregoing shall be subject to a CDSC for the CDSC Period set forth in Section 5(b) of this Plan if so provided in the Prospectus. The offering price of Shares subject to a front-end sales charge shall be computed in accordance with Rule 22c-1 and Section 22(d) of the Act and the rules and regulations thereunder. Class A Shares shall be subject to ongoing Service Fees and/or Distribution Fees approved from time to time by the Trustees and set forth in the Prospectus. |
(c) |
Class A2 Shares. Class A2 Shares shall be offered at net asset value plus a front-end sales charge as approved from time to time by the Trustees and set forth in the Prospectus, which sales charge may be reduced or eliminated for certain money market fund shares, for larger purchases, under a combined purchase privilege, under a right of accumulation, under a letter of intent or for certain categories of purchasers as permitted by Section 22(d) of the Act and as |
4
set forth in the Prospectus. The offering price of Shares subject to a front-end sales charge shall be computed in accordance with Rule 22c-1 and Section 22(d) of the Act and the rules and regulations thereunder. Class A2 Shares shall be subject to ongoing Service Fees and/or Distribution Fees approved from time to time by the Trustees and set forth in the Prospectus. |
(d) | Class AX Shares. Class AX Shares shall be offered at net asset value plus a front-end sales charge as approved from time to time by the Trustees and set forth in the Prospectus, which sales charge may be reduced or eliminated for certain money market fund shares, for larger purchases, under a combined purchase privilege, under a right of accumulation, under a letter of intent or for certain categories of purchasers as permitted by Section 22(d) of the Act and as set forth in the Prospectus. Class AX Shares that are not subject to a front-end sales charge as a result of the foregoing shall be subject to a CDSC for the CDSC Period set forth in Section 5(c) of this Plan if so provided in the Prospectus. The offering price of Shares subject to a front-end sales charge shall be computed in accordance with Rule 22c-1 and Section 22(d) of the Act and the rules and regulations thereunder. Class AX Shares shall be subject to ongoing Service Fees and/or Distribution Fees approved from time to time by the Trustees and set forth in the Prospectus. |
(e) | Class B Shares. Class B Shares shall be (i) offered at net asset value, (ii) subject to a CDSC for the CDSC Period set forth in Section 5(d), (iii) subject to ongoing Service Fees and/or Distribution Fees approved from time to time by the Trustees and set forth in the Prospectus, and subject to the exception below, (iv) converted to Class A Shares on or about the end of the month which is no less than 96 months and no more than 97 months after the date in which the shareholders order to purchase was accepted, as set forth in the Prospectus. |
Class B Shares of Invesco Money Market Fund will convert to Invesco Cash Reserve Shares of Invesco Money Market Fund.
(f) | Class BX Shares. Class BX Shares shall be (i) offered at net asset value, (ii) subject to a CDSC for the CDSC Period set forth in Section 5(e), (iii) subject to ongoing Service Fees and/or Distribution Fees approved from time to time by the Trustees and set forth in the Prospectus, (iv) converted to Class AX Shares on or about the end of the month which is no less than 96 months and no more than 97 months after the date in which the shareholders order to purchase was accepted, as set forth in the Prospectus. |
(g) | Class C Shares. Class C Shares shall be (i) offered at net asset value, (ii) subject to a CDSC for the CDSC Period set forth in Section 5(f) if so provided in the Prospectus, and (iii) subject to ongoing Service Fees and/or Distribution Fees approved from time to time by the Trustees and set forth in the Prospectus. |
(h) | Class CX Shares. Class CX Shares shall be (i) offered at net asset value, (ii) subject to a CDSC for the CDSC Period set forth in Section 5(g) if so provided in the Prospectus, and (iii) subject to ongoing Service Fees and/or Distribution Fees approved from time to time by the Trustees and set forth in the Prospectus. |
5
(i) | Class F Shares. Class F Shares shall be (i) offered at net asset value and (ii) offered only to certain categories of customers as approved from time to time by the Trustees and as set forth in the Prospectus. |
(j) | Class T Shares. Class T Shares shall be offered at net asset value plus a front-end sales charge as approved from time to time by the Trustees and set forth in the Prospectus, which sales charge may be reduced or eliminated for certain money market fund shares, for larger purchases, under a combined purchase privilege, or for certain categories of purchasers as permitted by Section 22(d) of the Act and as set forth in the Prospectus. The offering price of Shares subject to a front-end sales charge shall be computed in accordance with Rule 22c-1 and Section 22(d) of the Act and the rules and regulations thereunder. Class T Shares shall be subject to ongoing Service Fees and/or Distribution Fees approved from time to time by the Trustees and set forth in the Prospectus. |
(k) | Class P Shares. Class P Shares shall be (i) offered at net asset value, and (ii) subject to on-going Service Fees and/or Distribution Fees approved from time to time by the Trustees and set forth in the Prospectus. |
(l) | Class R Shares. Class R Shares shall be (i) offered at net asset value, and (ii) subject to on-going Service Fees and/or Distribution Fees approved from time to time by the Trustees and set forth in the Prospectus. |
(m) | Class RX Shares. Class RX Shares shall be (i) offered at net asset value, and (ii) subject to on-going Service Fees and/or Distribution Fees approved from time to time by the Trustees and set forth in the Prospectus. |
(n) | Class S Shares. Class S Shares shall be (i) offered at net asset value, (ii) offered only to certain categories of customers as approved from time to time by the Trustees and as set forth in the Prospectus, and (iii) may be subject to ongoing Service Fees and/or Distribution Fees approved from time to time by the Trustees and set forth in the Prospectus. |
(o) | Class Y Shares. Class Y Shares shall be (i) offered at net asset value and (ii) offered only to certain categories of customers as approved from time to time by the Trustees and as set forth in the Prospectus. |
(p) | Class R5 Shares. Class R5 Shares shall be (i) offered at net asset value and (ii) offered only to certain categories of institutional customers as approved from time to time by the Trustees and as set forth in the Prospectus. |
(q) | Class R6 Shares. Class R6 Shares shall be (i) offered at net asset value and (ii) offered only to certain categories of institutional customers as approved from time to time by the Trustees and as set forth in the Prospectus. |
(r) | Institutional Shares. Institutional Shares shall be (i) offered at net asset value, (ii) offered only to certain categories of institutional customers as approved from time to time by the Trustees and as set forth in the Prospectus, and (iii) may be subject to ongoing Service Fees and/or Distribution Fees as approved from time to time by the Trustees and set forth in the Prospectus. |
6
(s) | Investor Class Shares. Investor Class Shares shall be (i) offered at net asset value, (ii) offered only to certain categories of customers as approved from time to time by the Trustees and as set forth in the Prospectus, and (iii) may be subject to ongoing Service Fees and/or Distribution Fees as approved from time to time by the Trustees and set forth in the Prospectus. |
(t) | Retail Money Market Fund Shares. Retail Money Market Fund Shares shall be (i) offered at net asset value, (ii) offered only to customers who are eligible customers as described in the Prospectus, which will include only natural persons as of the date set forth in the Prospectus, and (iii) may be subject to ongoing Service Fees and/or Distribution Fees as approved from time to time by the Trustees and set forth in the Prospectus. |
5. | CDSC. A CDSC shall be imposed upon redemptions of Class A Shares and Class AX Shares that do not incur a front-end sales charge, and of certain Invesco Cash Reserve Shares, Class B Shares, Class BX Shares, Class C Shares and Class CX Shares as follows: |
(a) | Invesco Cash Reserve Shares. Invesco Cash Reserve Shares acquired through exchange of Class A Shares of another Portfolio may be subject to a CDSC for the CDSC Period set forth in Section 5(b) of this Plan if so provided in the Prospectus. |
(b) | Class A Shares. The CDSC Period for Class A Shares that are subject to a CDSC shall be the period set forth in the Funds Prospectus. The CDSC rate shall be as set forth in the Prospectus, the relevant portions of which are incorporated herein by this reference. No CDSC shall be imposed on Class A Shares unless so provided in a Prospectus. |
(c) | Class AX Shares. The CDSC Period for Class AX Shares that are subject to a CDSC shall be the period set forth in the Funds Prospectus. The CDSC rate shall be as set forth in the Prospectus, the relevant portions of which are incorporated herein by this reference. No CDSC shall be imposed on Class AX Shares unless so provided in a Prospectus. |
(d) | Class B Shares. The CDSC Period for the Class B Shares shall be the period set forth in the Funds Prospectus. The CDSC rate for the Class B Shares shall be as set forth in the Prospectus, the relevant portions of which are incorporated herein by this reference. |
(e) | Class BX Shares. The CDSC Period for the Class BX Shares shall be the period set forth in the Funds Prospectus. The CDSC rate for the Class BX Shares shall be as set forth in the Prospectus, the relevant portions of which are incorporated herein by this reference. |
(f) | Class C Shares. The CDSC Period for the Class C Shares that are subject to a CDSC shall be one year. The CDSC rate for the Class C Shares that are subject to a CDSC shall be as set forth in the Prospectus, the relevant portions of which are incorporated herein by reference. |
7
(g) | Class CX Shares. The CDSC Period for the Class CX Shares that are subject to a CDSC shall be one year. The CDSC rate for the Class CX Shares that are subject to a CDSC shall be as set forth in the Prospectus, the relevant portions of which are incorporated herein by reference. |
(h) | Method of Calculation. The CDSC shall be assessed on an amount equal to the lesser of the then current market value or the cost of the Shares being redeemed. No CDSC shall be imposed on increases in the net asset value of the Shares being redeemed above the initial purchase price. No CDSC shall be assessed on Shares derived from reinvestment of dividends or capital gains distributions. The order in which Shares are to be redeemed when not all of such Shares would be subject to a CDSC shall be determined by the Distributor in accordance with the provisions of Rule 6c-10 under the Act. |
(i) | Waiver. The Distributor may in its discretion waive a CDSC otherwise due upon the redemption of Shares on terms disclosed in the Prospectus and, for the Class A Shares, Class AX Shares and Invesco Cash Reserve Shares, as allowed under Rule 6c-10 under the Act. |
(j) | CDSC Computation. The CDSC payable upon redemption of Invesco Cash Reserve Shares, Class A Shares, Class AX Shares, Class B Shares, Class BX Shares, Class C Shares and Class CX Shares subject to a CDSC shall be computed in the manner described in the Prospectus. |
6. | Exchange Privileges. Exchanges of Shares shall be permitted between Funds or Classes of Funds as follows: |
(a) | Shares of a Portfolio generally may be exchanged for Shares of the same Class of another Portfolio or where so provided for in the Prospectus, another registered investment company distributed by Invesco Distributors, Inc. subject to such exceptions and such terms and limitations as are disclosed in the Prospectus. |
(b) | Shares of a Portfolio generally may not be exchanged for Shares of a different Class of that Portfolio or another Portfolio or another registered investment company distributed by Invesco Distributors, Inc. subject to such exceptions and such terms and limitations as are disclosed in the Prospectus. |
(c) | Depending upon the Portfolio from which and into which an exchange is being made and when the shares were purchased, shares being acquired in an exchange may be acquired at their offering price, at their net asset value or by paying the difference in sales charges, as disclosed in the Prospectus. |
7. | Service Fees and Distribution Fees. The Service Fee and Distribution Fee applicable to any Class shall be those set forth in the Prospectus, relevant portions of which are incorporated herein by this reference. All other terms and conditions with respect to Service Fees and Distribution Fees shall be governed by the Plan of Distribution and/or agreements relating thereto adopted by the Fund with respect to such fees and Rule 12b-1 of the Act. |
8
8. | Conversion of Class B Shares. |
(a) | Shares Received upon Reinvestment of Dividends and Distributions Shares purchased through the reinvestment of dividends and distributions paid on Shares subject to conversion shall be treated as if held in a separate sub-account. Each time any Shares in a Shareholders account (other than Shares held in the sub-account) convert to Class A Shares (Invesco Cash Reserve Shares in the case of Invesco Money Market Fund), a proportionate number of Shares held in the sub-account shall also convert to Class A Shares (Invesco Cash Reserve Shares in the case of Invesco Money Market Fund). |
(b) | Conversions on Basis of Relative Net Asset Value All conversions, shall be effected on the basis of the relative net asset values of the two Classes without the imposition of any sales load or other charge. |
(c) | Amendments to Plan of Distribution for Class A Shares (Invesco Cash Reserve Shares in the case of Invesco Money Market Fund) If any amendment is proposed to the Plan of Distribution under which Service Fees and Distribution Fees are paid with respect to Class A Shares of a Fund (Invesco Cash Reserve Shares in the case of Invesco Money Market Fund) that would increase materially the amount to be borne by those Class A Shares (Invesco Cash Reserve Shares in the case of Invesco Money Market Fund), then no Class B Shares shall convert into Class A Shares of that Fund (Invesco Cash Reserve Shares in the case of Invesco Money Market Fund) until the holders of Class B Shares of that Fund have also approved the proposed amendment. If the holders of such Class B Shares do not approve the proposed amendment, the Trustees of the Fund and the Distributor shall take such action as is necessary to ensure that the Class voting against the amendment shall convert into another Class identical in all material respects to Class A Shares of the Fund (Invesco Cash Reserve Shares in the case of Invesco Money Market Fund) as constituted prior to the amendment. |
9. | Conversion of Class BX Shares. |
(a) | Shares Received upon Reinvestment of Dividends and Distributions Shares purchased through the reinvestment of dividends and distributions paid on Shares subject to conversion shall be treated as if held in a separate sub-account. Each time any Shares in a Shareholders account (other than Shares held in the sub-account) convert to Class AX Shares, a proportionate number of Shares held in the sub-account shall also convert to Class AX Shares. |
(b) | Conversions on Basis of Relative Net Asset Value All conversions shall be effected on the basis of the relative net asset values of the two Classes without the imposition of any sales load or other charge. |
(c) |
Amendments to Plan of Distribution for Class AX Shares If any amendment is proposed to the Plan of Distribution under which Service Fees and Distribution Fees are paid with respect to Class AX Shares of a Fund that would increase materially the amount to be borne by those Class AX Shares, then no Class BX Shares shall convert into Class AX Shares of that Fund until the holders of Class BX |
9
Shares of that Fund have also approved the proposed amendment. If the holders of such Class BX Shares do not approve the proposed amendment, the Trustees of the Fund and the Distributor shall take such action as is necessary to ensure that the Class voting against the amendment shall convert into another Class identical in all material respects to Class AX Shares of the Fund as constituted prior to the amendment. |
10. | Effective Date. This Plan shall not take effect until a majority of the Trustees of a Fund, including a majority of the Trustees who are not interested persons of the Fund, shall find that the Plan, as proposed and including the expense allocations, is in the best interests of each Class individually and the Fund as a whole. |
11. | Amendments. This Plan may not be amended to materially change the provisions of this Plan unless such amendment is approved in the manner specified in Section 9 above. |
12. | Administration of Plan. This Plan shall be administered in compliance with all applicable provisions of the Act and all applicable rules promulgated under the Act, including but not limited to Rule 18f-3, Rule 6c-10 (with respect to the imposition of CDSCs upon the redemption of Shares) and Rule 11a-3 (with respect to exchange privileges among Shares). |
Effective December 12, 2001, as amended and restated: March 4, 2002, October 31, 2002, July 21, 2003, August 18, 2003, May 12, 2004, February 25, 2005, June 30, 2005, August 4, 2005, December 6, 2005, July 5, 2006, December 8, 2006, December 7, 2007, December 13, 2007, October 3, 2008, September 16, 2009, February 1, 2010, April 1, 2010, July 16, 2012, January 29, 2016, June 8, 2016 and [November 30, 2017].
10